-----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, KbfeGy5T8hYrX8CesWiDjI8kHw5nKaPScaH3Hz5HIK1DYocCmdfd7bUHDHYrbvUx yD2DtfY9RFH+6lfJlwtelQ== 0000950129-04-004455.txt : 20040628 0000950129-04-004455.hdr.sgml : 20040628 20040628165823 ACCESSION NUMBER: 0000950129-04-004455 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031231 FILED AS OF DATE: 20040628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BURLINGTON RESOURCES INC CENTRAL INDEX KEY: 0000833320 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 911413284 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09971 FILM NUMBER: 04885702 BUSINESS ADDRESS: STREET 1: 717 TEXAS AVENUE STREET 2: SUITE 2100 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7136249500 MAIL ADDRESS: STREET 1: 717 TEXAS AVENUE STREET 2: STE 2100 CITY: HOUSTON STATE: TX ZIP: 77002 11-K 1 h16446e11vk.txt BURLINGTON RESOURCES, INC.- DECEMBER 31, 2003 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 11-K (Mark One) (X) Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2003 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., 717 Texas Ave., Suite 2100, Houston, Texas 77002 BURLINGTON RESOURCES INC. RETIREMENT SAVINGS PLAN FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE DECEMBER 31, 2003 AND 2002 BURLINGTON RESOURCES INC. RETIREMENT SAVINGS PLAN INDEX DECEMBER 31, 2003 - --------------------------------------------------------------------------------
PAGE(s) REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM...........................................................1 FINANCIAL STATEMENTS Statements of Net Assets Available for Benefits...................................................................2 Statement of Changes in Net Assets Available for Benefits.........................................................3 Notes to Financial Statements...................................................................................4-9 SUPPLEMENTAL SCHEDULE * Schedule H, Item 4i - Schedule of Assets (Held at End of Year)..............................................10-11 * Other schedules required by Section 29 CFR 2520.103-10 of the Department of Labor Rules and Regulations for Reporting and Disclosure under ERISA have been omitted because they are not applicable.
Exhibit 23..........................................................................................................
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Participants and Administrator of Burlington Resources Inc. Retirement Savings Plan In our opinion, the accompanying statements 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, 2003 and 2002, and the changes in its net assets available for benefits for the year ended December 31, 2003, in conformity with accounting principles generally accepted in the United States of America. 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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 our opinion. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental Schedule of Assets (Held at End of Year) as of December 31, 2003, is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is 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. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule 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. Houston, Texas June 25, 2004 1 BURLINGTON RESOURCES INC. RETIREMENT SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 2003 AND 2002 - --------------------------------------------------------------------------------
2003 2002 ------------- ------------- INVESTMENTS At fair value Burlington Resources Inc. common stock $ 22,946,112 $ 35,252,470 Registered investment companies 141,188,816 86,785,378 Common collective trust 871,401 -- Participants' notes receivable 5,579,062 5,228,238 Cash and cash equivalents 3,845,691 2,806,164 At contract value Unallocated investment contracts 4,798,286 8,149,147 Synthetic investment contracts 83,647,868 75,947,699 ------------- ------------- Total investments 262,877,236 214,169,096 ------------- ------------- RECEIVABLES Company contributions -- 249,394 Participant contributions -- 364,739 Accrued interest 35,823 -- ------------- ------------- Total receivables 35,823 614,133 ------------- ------------- Total assets 262,913,059 214,783,229 OTHER LIABILITIES Excess contributions payable (169,039) -- ------------- ------------- Net assets available for benefits $ 262,744,020 $ 214,783,229 ============= =============
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, 2003 - -------------------------------------------------------------------------------- INVESTMENT INCOME Interest income $ 328,048 Dividend income 1,599,479 Net appreciation in the fair value of investments 38,057,715 Net appreciation in the contract value of investments 3,866,370 ------------- Net investment income 43,851,612 ------------- CONTRIBUTIONS Company 7,890,423 Participant 10,937,465 Rollover 582,542 ------------- Total contributions 19,410,430 ------------- Total additions 63,262,042 ------------- Participant withdrawals and distributions (15,198,495) Administrative expenses (102,756) ------------- Total deductions (15,301,251) ------------- Net increase 47,960,791 NET ASSETS AVAILABLE FOR BENEFITS Beginning of year 214,783,229 ------------- End of year $ 262,744,020 =============
The accompanying notes are an integral part of these financial statements. 3 BURLINGTON RESOURCES INC. RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2003 - ------------------------------------------------------------------------------- 1. PLAN DESCRIPTION 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 Plan Document for a more complete description of the Plan's provisions. GENERAL The Plan is a trusteed, defined contribution plan, administered by a committee of BR corporate executives, for participants of the employer companies BR and Burlington Resources Oil & Gas Company LP (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. The Plan's assets are held by Charles Schwab Trust Company and individual participant accounts are maintained by Charles Schwab Retirement Plan Services. INVESTMENTS A participant may direct his or her contributions and account balances among the following investment funds. COMPANY STOCK FUND Invested in common stock of BR. S&P 500 INSTITUTIONAL INDEX FUND Invested in a portfolio of common stock and other equity securities. This fund is managed 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 of America. BALANCED FUND Invested in equity securities, which attempt to mirror the Willshire 5000 Equity Index and in high-quality bonds, which attempt to mirror the Lehman Brothers Aggregate Bond Index. SMALL-CAP EQUITY FUND Invested in common stocks, or other equity securities including preferred stocks, rights and warrants of the second 1,000 largest U.S. corporations. GROWTH EQUITY FUND Invested primarily in common stocks of corporations that the trust advisor believes are undervalued and capable of generating strong earnings growth in the near term. LARGE CAPITAL VALUE FUND Invested primarily in common stocks and other instruments convertible into common stock issued by large corporations. GLOBAL EQUITY FUND Invested primarily in equity instruments issued by corporations from the U.S. and abroad. 4 BURLINGTON RESOURCES INC. RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2003 - ------------------------------------------------------------------------------- STABLE VALUE FUND Invested primarily in a diversified portfolio of investment contracts offered by major insurance companies and financial institutions. SMALL CAP GROWTH FUND Invested primarily in common stocks of U.S. and foreign companies within the range of capitalizations of companies included in the Lipper, Inc. Small Cap category. PASSIVE BOND MARKET INDEX FUND Invested primarily in government, corporate, mortgage-backed and asset-backed securities representative of the broad domestic bond market, which attempt to mirror the Lehman Brothers Aggregate Bond Index. ELIGIBILITY All employees are eligible to participate in the Plan beginning the first day of the month following full time employment, or upon completion of 1,000 hours of service. PARTICIPANT ACCOUNTS A separate account is maintained for each participant that reflects the participant's contributions and the participant's share of Company contributions and Plan investment income (loss) net of (or in addition to) withdrawals. Each participant can authorize the transfer of account balances among funds or change investment options for future contributions. Appreciation (depreciation) is allocated to participants based upon their proportionate share of assets in each investment fund. PARTICIPANTS' NOTES RECEIVABLE The Plan may make loans to actively employed participants of up to 50% of their account balance (excluding any remaining Individual Retirement Account balance that was entered into prior to 1998), 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. Interest on loans accrues at 1% above the Wall Street Journal published prime rate, which is determined at the time the loan is taken, and remains fixed for the term of the loan. Interest rates ranged from 5.00% to 10.50% for loans outstanding as of December 31, 2003. The repayment period may be from 12 to 60 months. Repayments are made through payroll deductions and are reinvested in Plan funds according to the borrowing participant's current investment elections. Loan balances due from terminated participants are deemed distributed to the participants during the quarter following the quarter in which the last loan payment was made unless the participant elects full loan repayment. During 2003, $165,798 of such distributions are included in participant withdrawals and distributions in the accompanying financial statements. There were no loans in default as of December 31, 2003 and 2002. 5 BURLINGTON RESOURCES INC. RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2003 - ------------------------------------------------------------------------------- CONTRIBUTIONS A participant may elect to make regular semi-monthly pre-tax and/or after-tax contributions from 1% to 13% of his or her total eligible compensation via regular payroll deduction. Pre-tax contributions are subject to an Internal Revenue Service ("IRS") limitation of $12,000 for the 2003 plan year ($11,000 for 2002). Under the IRS' Catch-up Contribution provision, participants who are at least age 50 by the plan year-end may contribute each year on a pre-tax basis an additional amount, which was limited to $2,000 for the 2003 plan year. The Company matches 100% of employee contributions up to 6% of total eligible compensation for a participant with less than 10 years of service and up to 8% of total eligible compensation for a participant with 10 or more years of service. In addition, a participant may make an approved rollover contribution from another qualified employer benefit plan, subject to IRS rules. All regular Company and participant contributions are paid to the Plan's trustee semi-monthly, and allocated among the investment options consistent with the participants' investment elections. EXCESS CONTRIBUTIONS PAYABLE After-tax contributions for certain participants were refunded in order to comply with Section 401(m) of the Internal Revenue Code (the "Code") or the actual contribution percentage test. These amounts were refunded subsequent to December 31, 2003 but prior to March 15, 2004. VESTING Participant accounts are 100% vested and nonforfeitable at all times. PARTICIPANT WITHDRAWALS AND DISTRIBUTIONS Withdrawals are permitted in the event of termination of employment, retirement, permanent disability, and death, as defined by the Plan. The Plan provides for limited in-service withdrawals by participants from certain funds depending on their source. Upon separation from service, a participant's account balance is either distributed as a lump sum or deferred until age 70-1/2, at which time funds are to be distributed in a lump sum. A participant whose account balance exceeds $5,000 may elect to defer distribution until age 70-1/2 but no later. TERMINATION OF THE PLAN While the Board of Directors of BR has not expressed any intention to do so, it 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. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF ACCOUNTING The Plan's financial statements are presented on the accrual basis of accounting. Withdrawal from the Plan and distributions to participants or their beneficiaries are recorded when paid. Amounts for benefit claims that have been processed and approved for payment prior to December 31, but not paid as of that date, are reported on Form 5500 as withdrawals. Unpaid claims in the amount of $36,368 exist at December 31, 2003. No such unpaid claims exist at December 31, 2002. 6 BURLINGTON RESOURCES INC. RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2003 - ------------------------------------------------------------------------------- USE OF ESTIMATES The preparation of the Plan's financial statements in conformity with accounting principles generally accepted in the United States of America requires Plan management to make significant estimates and assumptions that affect the reported amounts of net assets available for benefits at the date of the financial statements and the changes in net assets available for benefits during the reporting period and, when applicable, disclosures of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates. RISKS AND UNCERTAINTIES Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in their value, it is at least reasonably possible that changes in the near term could materially affect the amounts reported in the statement of net assets available for benefits. INCOME TAXES The Plan is intended to be a qualified plan pursuant to Section 401(a) of the Code. The Plan received a favorable tax determination letter dated October 25, 2002, from the IRS advising that the Plan, as designed, was in compliance with the applicable requirements of the Code, and is therefore exempt from income taxes. There have been no amendments to the Plan since that date. The Plan administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the Code. VALUATION OF INVESTMENTS The Plan's investments, except for its investment contracts, are stated at fair value. Investment contracts, which are fully benefit-responsive, are stated at contract value. Fair values for investments other than participants' notes receivable and cash are determined by quoted market prices. Participants' notes receivable are carried at original loan principal balance, less principal repayments, which approximates fair value. Cash is stated at account value. Investment transactions are recorded on a trade date basis. CASH AND CASH EQUIVALENTS All short-term investments purchased with an original maturity of three months or less are considered cash equivalents. Cash equivalents are stated at fair value. INVESTMENT INCOME Investment income includes the net appreciation or depreciation in the fair value of the Plan's fair value investments, consisting of realized and unrealized gains and losses. Investment income also includes interest income related to the Plan's guaranteed investment contracts, which is included in the net appreciation in the contract value of investment. 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 EXPENSES Certain administrative expenses and professional fees incurred by the Plan are paid by BR. BR paid approximately $131,000 and $242,000 for the years ended December 31, 2003 and 2002, respectively. 7 BURLINGTON RESOURCES INC. RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2003 - ------------------------------------------------------------------------------- 3. NET APPRECIATION IN INVESTMENTS ACCOUNTED FOR AT FAIR VALUE AND CONTRACT VALUE Following is a summary of the components of the net appreciation in the Plan's fair value and contract value investments for the year ended December 31, 2003. Net appreciation in investments accounted for at fair value BR common stock $ 8,097,427 Registered investment companies 29,952,487 Common collective trust 7,801 ----------- Total net appreciation in investments accounted for at fair value 38,057,715 Total net appreciation in investments accounted for at contract value 3,866,370 ----------- Total net appreciation $41,924,085 ===========
4. INVESTMENTS Investments that comprised 5% or more of the net assets available for benefits for the years ended December 31, 2003 and 2002 are as follows:
2003 2002 ----------- ----------- BR common stock $22,946,112 $35,252,470 Janus Worldwide Fund* 7,486,823 12,057,556 Vanguard Institutional Index Fund 44,334,655 32,624,803 Dodge & Cox Stock Fund** 17,078,959 3,171,758 Rice Hall James Micro Cap Fund** 26,684,533 2,373,630 Vanguard Balanced Index Institutional Fund** 13,488,619 9,707,185 Vanguard International Growth Adm Fund** 14,458,372 6,489,878 Primco Fixed Income Fund*** 88,446,154 84,096,846
* Item does not meet 5% threshold as of December 31, 2003. The Janus Worldwide Fund was removed from the investment portfolio as of December 31, 2003. ** Item does not meet 5% threshold as of December 31, 2002. *** Guaranteed investment contracts. 5. INVESTMENT CONTRACTS The fair value of investment contracts as of December 31, 2003 and 2002, was approximately $95,500,000 and $88,700,000, respectively. Fair value was determined using a discounted cash flow analysis assuming market rates for similar contracts. The average yield for these investment contracts during 2003 and 2002 was 4.31% and 5.22%, respectively. The crediting interest rates ranged from 1.01% to 7.80% and 1.43% to 7.65% at December 31, 2003 and 2002, respectively. Crediting rate resets are applied to specific investment contracts as determined at the date of purchase. There are no minimum crediting interest rates applicable to the investment contracts as of December 31, 2003. 8 BURLINGTON RESOURCES INC. RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2003 - ------------------------------------------------------------------------------- 6. PARTY-IN-INTEREST TRANSACTIONS The Plan invests in shares of BR common stock, which qualify as party-in-interest transactions. These party-in-interests transactions are permissible under provisions of ERISA. BR pays the costs of administering the Plan. 9 BURLINGTON RESOURCES INC. RETIREMENT SAVINGS PLAN SCHEDULE H, ITEM 4I - SCHEDULE OF ASSETS (HELD AT END OF YEAR) DECEMBER 31, 2003 - -------------------------------------------------------------------------------
CURRENT VALUE/ FAIR VALUE ------------- Unallocated Investment Contracts Prudential - Cap MAC Insd #10041-212, 5.97%, matures January 18, 2005 $1,306,513 Sun America Life Ins. Co. #4887, 7.80%, matures January 2, 2004 558,237 GE Life & Annuity Asr Co. #3528, 5.50%, matures March 29, 2004 1,160,542 Metropolitan Life Insurance #25811, 6.02%, matures February 17, 2004 1,772,994 ---------- Total Unallocated Investment Contracts 4,798,286 ========== Synthetic Investment Contracts Monumental Life Ins. Co. #00085TR United States Treasury, 2.375%, matures August 2006 4,057,131 United States Treasury, 3.375%, matures December 2008 1,008,443 United States Dollars 48,697 Monumental Life Ins. Co. Wrapper (511,053) Metropolitan Life Insurance #28538, 3.52%, no maturity date 11,092,339 Metropolitan Life Insurance Wrapper (213,221) John Hancock Mutual Life Insurance Company #7474, 5.74%, no maturity date 3,649,702 John Hancock Mutual Life Insurance Company Wrapper (218,676) Bank of America NT & SA #03-091, 4.23%, no maturity date 16,511,677 Bank of America Wrapper (420,244) UBS AG #5194, 4.52%, no maturity date 16,975,815 UBS AG Wrapper (667,911) ING Life Insurance and Annuity Co. #60096, 5.93%, no maturity date 15,467,140 ING Life Insurance and Annuity Co. Wrapper (585,346) Rabobank Nederland #BRS 100201, 3.88%, no maturity date 17,967,791 Rabobank Nederland Wrapper (514,416) ------------ Total Synthetic Investment Contracts 83,647,868 ------------ Total Investment Contracts $ 88,446,154 ============
10 BURLINGTON RESOURCES INC. RETIREMENT SAVINGS PLAN SCHEDULE H, ITEM 4I - SCHEDULE OF ASSETS (HELD AT END OF YEAR) DECEMBER 31, 2003 - ------------------------------------------------------------------------------- Registered Investment Companies Janus Worldwide Fund $ 7,486,823 Vanguard Balanced Index Institutional Fund 13,488,619 Ivy Small Cap Growth Y Fund 8,825,532 ABN AMRO/Montag and Caldwell Growth N Fund 8,831,323 Vanguard Institutional Index Fund 44,334,655 Vanguard International Growth Adm Fund 14,458,372 Rice Hall James Micro Cap Fund 26,684,533 Dodge & Cox Stock Fund 17,078,959 ------------ Total registered investment companies 141,188,816 Common collective trust - SSgA Passive Bond Market Index Fund 871,401 Cash and cash equivalents 3,845,691 Burlington Resources Inc. common stock* 22,946,112 Participants' notes receivable, at interest rates ranging from 5.00% to 10.50%* 5,579,062 ------------ Total investments $262,877,236 ============
* Denotes investment issued by a party-in-interest to the Plan. 11 Pursuant to the requirements of the Securities Exchange Act of 1934, the person who administers the employee benefit plan has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. Retirement Savings Plan -------------------------------------- Date: June 28, 2004 /s/ STEVEN J. SHAPIRO - ------------------------ -------------------------------------- Steven J. Shapiro On behalf of Burlington Resources Inc. Benefits Committee, the Administrator of the Plan 12 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - ------- ----------- 23 Consent of Independent Registered Public Accounting Firm 13 EX-23 2 h16446exv23.txt CONSENT OF INDEPENDENT PUBLIC ACCOUNTING FIRM EXHIBIT 23 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (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 25, 2004 relating to the financial statements of Burlington Resources Inc. Retirement Savings Plan, which appears in this Form 11-K. PricewaterhouseCoopers LLP Houston, Texas June 28, 2004 -----END PRIVACY-ENHANCED MESSAGE-----