|
|
|
|
|
|
|
|
|
|
|
|
|
|
Previous: LIBERTY CORP, S-8, 1997-06-27 |
Next: LUTHERAN BROTHERHOOD FAMILY OF FUNDS, NSAR-A, 1997-06-27 |
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, 1996
OR
[ ] Transition Report Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
THE LL&E SAVINGS PLAN
(Full title of the plan)
THE LOUISIANA LAND AND EXPLORATION COMPANY
(Name of the issuer of the securities held pursuant to the plan)
909 Poydras Street
P. O. Box 60350
New Orleans, Louisiana 70160
(Address of principal executive office)
<PAGE>
<PAGE>
Financial Statements and Exhibits
Page
Number
(a) Financial statements: Herein
Independent Auditors' Report .................. 3
Statements of Net Assets Available for Benefits -
December 31, 1996 and 1995................... 4
Statements of Changes in Net Assets Available
for Benefits - years ended December 31, 1996
and 1995..................................... 12
Notes to Financial Statements.................. 20
Schedules:
Schedule I - Item 27a - Schedule of Assets
held for Investment Purposes.............. 30
Schedule II - Item 27c - Schedule of Reportable
Transactions.............................. 31
(b) Exhibits:
Exhibit No. Description
23 Consent of KPMG Peat
Marwick LLP
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the administrators of The LL&E Savings Plan have duly caused
this annual report to be signed by the undersigned, thereunto duly
authorized.
THE LL&E SAVINGS PLAN
Date: June 27, 1997 /s/Louis A. Raspino, Jr.
Louis A. Raspino, Jr.
Benefits Committee
<PAGE>
<PAGE>
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, 1996 and 1995, and the
related statements of changes in net assets available for benefits
for the years then ended. 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, 1996 and 1995, and the changes
in net assets available for benefits for the years then ended 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
May 31, 1997
<PAGE>
<PAGE>
<TABLE>
THE LL&E SAVINGS PLAN
Statement of Net Assets Available for
Benefits by Fund
December 31, 1996
<CAPTION>
Participant Directed
FUND FUND FUND
A B C
ASSETS
<S> <C> <C> <C>
Cash and cash equivalents at
cost plus accrued interest $ - - -
Capital Stock of The
Louisiana Land and
Exploration Company 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
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 units outstanding 32,372 41,382
Per unit $ 53.6566 4.8760
(Continued)
/TABLE
<PAGE>
<PAGE>
<TABLE>
THE LL&E SAVINGS PLAN
Statement of Net Assets Available for
Benefits by Fund
December 31, 1996
<CAPTION>
Participant Directed
FUND FUND FUND
D E F
ASSETS
<S> <C> <C> <C>
Cash and cash equivalents at
cost plus accrued interest $ - - -
Capital Stock of The
Louisiana Land and
Exploration Company - - -
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
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 units outstanding 9,308,031 282,135 191,783
Per unit $ 1.0000 9.8400 69.1602
(Continued)
</TABLE>
<PAGE>
<PAGE>
<TABLE>
THE LL&E SAVINGS PLAN
Statement of Net Assets Available for
Benefits by Fund
December 31, 1996
<CAPTION>
Employer
Participant Directed Directed
FUND FUND FUND
G H A
ASSETS
<S> <C> <C> <C>
Cash and cash equivalents at
cost plus accrued interest $ - - 47
Capital Stock of The
Louisiana Land and
Exploration Company - - 43,719,426
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 43,719,473
LIABILITIES AND PLAN EQUITY
Loans payable to LL&E - - 24,148
Interest payable to LL&E - - 48
Net Assets Available for Benefits $ 10,654,683 5,738,877 43,695,277
Number of units outstanding 405,584 170,344 815,273
Per unit $ 26.2700 33.6900 53.5959
(Continued)
</TABLE>
<PAGE>
<PAGE>
<TABLE>
THE LL&E SAVINGS PLAN
Statement of Net Assets Available for
Benefits by Fund
December 31, 1996
<CAPTION>
TOTAL
ASSETS
<S> <C>
Cash and cash equivalents at
cost plus accrued interest $ 47
Capital Stock of The
Louisiana Land and
Exploration Company 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
90,561,397
LIABILITIES
Loans payable to LL&E 24,148
Interest payable to LL&E 48
Net assets available for benefits $90,537,201
*Represents more than 5% of Plan assets.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
THE LL&E SAVINGS PLAN
Statement of Net Assets Available for
Benefits by Fund
December 31, 1995
<CAPTION>
Participant Directed
FUND FUND FUND
A B C
ASSETS
<S> <C> <C> <C>
Cash and cash equivalents at
cost plus accrued interest $ - - -
Capital Stock of The
Louisiana Land and
Exploration Company 3,663,652 - -
LL&E Royalty Trust Units
of Beneficial Interest - - 174,254
Investment in Funds:
Schwab Value Advantage - - -
Vanguard Bond Index - - -
Vanguard Index Trust 500
Portfolio - - -
PBHG Growth - - -
Janus Worldwide - - -
Loans to participants - 4,173,607 -
3,663,652 4,173,607 174,254
LIABILITIES
Loans payable to LL&E - - -
Interest payable to LL&E - - -
$ 3,663,652 4,173,607 174,254
Number of units outstanding 85,434 48,065
Plan equity per unit $ 42.8828 3.6254
(Continued)
/TABLE
<PAGE>
<PAGE>
<TABLE>
THE LL&E SAVINGS PLAN
Statement of Net Assets Available for
Benefits by Fund
December 31, 1995
<CAPTION>
Participant Directed
FUND FUND FUND
D E F
ASSETS
<S> <C> <C> <C>
Cash and cash equivalents at
cost plus accrued interest $ - - -
Capital Stock of The
Louisiana Land and
Exploration Company - - -
LL&E Royalty Trust Units
of Beneficial Interest - - -
Investment in Funds:
Schwab Value Advantage 10,037,264 - -
Vanguard Bond Index - 3,574,287 -
Vanguard Index Trust 500
Portfolio - - 11,238,516
PBHG Growth - - -
Janus Worldwide - - -
Loans to participants - - -
10,037,264 3,574,287 11,238,516
LIABILITIES
Loans payable to LL&E - - -
Interest payable to LL&E - - -
$ 10,037,264 3,574,287 11,238,516
Number of units outstanding 10,037,264 352,494 195,113
Plan equity per unit $ 1.0000 10.1400 57.6000
(Continued)
</TABLE>
<PAGE>
<PAGE>
<TABLE>
THE LL&E SAVINGS PLAN
Statement of Net Assets Available for
Benefits by Fund
December 31, 1995
<CAPTION>
Employer
Participant Directed Directed
FUND FUND FUND
G H A
ASSETS
<S> <C> <C> <C>
Cash and cash equivalents at
cost plus accrued interest $ - - 47
Capital Stock of The
Louisiana Land and
Exploration Company - - 43,437,971
LL&E Royalty Trust Units
of Beneficial Interest - - -
Investment in Funds:
Schwab Value Advantage - - -
Vanguard Bond Index - - -
Vanguard Index Trust 500
Portfolio - - -
PBHG Growth 8,497,014 - -
Janus Worldwide - 3,506,524 -
Loans to participants - - -
8,497,014 3,506,524 43,438,018
LIABILITIES
Loans payable to LL&E - - 1,913,564
Interest payable to LL&E - - 3,925
$ 8,497,014 3,506,524 41,520,529
Number of units outstanding 355,226 123,469 1,013,096
Plan equity per unit $ 23.9200 28.4000 40.9838
(Continued)
</TABLE>
<PAGE>
<PAGE>
<TABLE>
THE LL&E SAVINGS PLAN
Statement of Net Assets Available for
Benefits by Fund
December 31, 1995
<CAPTION>
TOTAL
ASSETS
<S> <C>
Cash and cash equivalents at
cost plus accrued interest $ 47
Capital Stock of The
Louisiana Land and
Exploration Company 47,101,623*
LL&E Royalty Trust Units
of Beneficial Interest 174,254
Investment in Funds:
Schwab Value Advantage 10,037,264*
Vanguard Bond Index 3,574,287
Vanguard Index Trust 500 Portfolio 11,238,516*
PBHG Growth 8,497,014*
Janus Worldwide 3,506,524
Loans to participants 4,173,607
88,303,136
LIABILITIES
Loans payable to LL&E $ 1,913,564
Interest payable to LL&E 3,925
86,385,647
*Represents more than 5% of Plan assets.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
THE LL&E SAVINGS PLAN
Statement of Changes in Net Assets Available for
Benefits by Fund
December 31, 1996
<CAPTION>
Participant Directed
FUND FUND FUND
A B C
Investment income:
<S> <C> <C> <C>
Interest and royalties $ - - 38,772
Dividends:
Capital Stock of The
Louisiana Land and
Exploration Company - - -
Other investments - - -
- - -
Interest income on loans
to participants 13,764 (1,681,670) -
Net realized gains (losses)
on disposition of invest-
ments (3,225,187) - 9,265
Net unrealized appreciation
(depreciation) of invest-
ments 3,897,546 - 44,364
Contributions:
Employer allocated - - -
Employer unallocated - - -
Employees 134,705 - -
Benefit payments for
terminations and with-
drawals (626,180) (633,469) (49,066)
Interest expense - - -
Transfers between funds -
net (2,121,330) 1,303,165 (15,810)
Changes in net assets
available for benefits (1,926,682) (1,011,974) 27,525
Net assets available for
benefits - beginning of
year 3,663,652 4,173,607 174,254
Net assets avilable for
benefits - end of year $ 1,736,970 3,161,633 201,779
(Continued)
/TABLE
<PAGE>
<PAGE>
<TABLE>
THE LL&E SAVINGS PLAN
Statement of Changes in Net Assets Available for
Benefits by Fund
December 31, 1996
<CAPTION>
Participant Directed
FUND FUND FUND
D E F
Investment income:
<S> <C> <C> <C>
Interest and royalties $ 433,926 208,976 -
Dividends:
Capital Stock of The
Louisiana Land and
Exploration Company - - -
Other investments - - 295,112
- - 295,112
Interest income on loans
to participants 258,636 209,319 525,265
Net realized gains (losses)
on disposition of invest-
ments - (59,423) 335,238
Net unrealized appreciation
(depreciation) of invest-
ments - (50,340) 1,907,677
Contributions:
Employer allocated - - -
Employer unallocated - - -
Employees 306,212 222,559 887,551
Benefit payments for
terminations and with-
drawals (1,968,167) (802,273) (2,029,114)
Interest expense - - -
Transfers between funds -
net 240,160 (526,898) 103,499
Changes in net assets
available for benefits (729,233) (798,080) 2,025,228
Net assets available for
benefits - beginning of
year 10,037,264 3,574,287 11,238,516
Net assets available for
benefits - end of year $ 9,308,031 2,776,207 13,263,744
(Continued)
/TABLE
<PAGE>
<PAGE>
<TABLE>
THE LL&E SAVINGS PLAN
Statement of Changes in Net Assets Available for
Benefits by Fund
December 31, 1996
<CAPTION>
Employer
Participant Directed Directed
FUND FUND FUND
G H A
Investment income:
<S> <C> <C> <C>
Interest and royalties $ - - -
Dividends:
Capital Stock of The
Louisiana Land and
Exploration Company - - 238,546
Other investments - 351,137 -
- 351,137 238,546
Interest income on loans
to participants 594,551 243,536 118,806
Net realized gains (losses)
on disposition of invest-
ments 372,266 300,738 5,820,987
Net unrealized appreciation
(depreciation) of invest-
ments 573,295 470,266 5,444,668
Contributions:
Employer allocated - - 2,924,425
Employer unallocated - - 301,264
Employees 941,236 414,203 -
Benefit payments for
terminations and with-
drawals (1,788,851) (1,152,315) (10,572,926)
Interest expense - - (48,276)
Transfers between funds -
net 1,465,172 1,604,788 (2,052,746)
Change in net assets
available for benefits 2,157,669 2,232,353 2,174,748
Net assets available for
benefits - beginning of
year 8,497,014 3,506,524 41,520,529
Net assets available for
benefits - end of year $ 10,654,683 5,738,877 43,695,277
(Continued)
/TABLE
<PAGE>
<PAGE>
<TABLE>
THE LL&E SAVINGS PLAN
Statement of Changes in Net Assets Available for
Benefits by Fund
December 31, 1996
<CAPTION>
TOTAL
Investment income:
<S> <C>
Interest and royalties $ 681,674
Dividends:
Capital Stock of The
Louisiana Land and
Exploration Company 238,546
Other investments 646,249
884,795
Interest income on loans
to participants 282,207
Net realized gains (losses)
on disposition of invest-
ments 3,553,884
Net unrealized appreciation
(depreciation) of invest-
ments 12,287,476
Contributions:
Employer allocated 2,924,425
Employer unallocated 301,264
Employees 2,906,466
Benefit payments for
terminations and with-
drawals (19,622,361)
Interest expense (48,276)
Transfers between funds -
net -
Changes in net assets
available for benefits 4,151,554
Net assets available for
benefits - beginning of
year 86,385,647
Net assets available for
benefits - end of year $90,537,201
/TABLE
<PAGE>
<PAGE>
<TABLE>
THE LL&E SAVINGS PLAN
Statement of Changes in Net Assets Available for
Benefits by Fund
December 31, 1995
<CAPTION>
Participant Directed
FUND FUND FUND
A B C
Investment income:
<S> <C> <C> <C>
Interest and royalties $ - - 16,127
Dividends:
Capital Stock of The
Louisiana Land and
Exploration Company 27,195 - -
Other investments - - -
27,195 - -
Interest income on loans
to participants 179,375 (1,836,295) -
Net realized gains (losses)
on disposition of invest-
ments 173,340 - (2,337)
Net unrealized appreciation
(depreciation) of invest-
ments 675,537 - (26,773)
Contributions:
Employer allocated - - -
Employer unallocated - - -
Employees 260,644 - -
Benefit payments for
terminations and with-
drawals (371,897) (141,390) (1,402)
Interest expense - - -
Transfers between funds -
net (591,910) 1,887,495 (6,710)
Changes in net assets
available for benefits 352,284 (90,190) (21,095)
Net assets available for
benefits - beginning of
year 3,311,368 4,263,797 195,349
Net assets available for
benefits - end of year $ 3,663,652 4,173,607 174,254
(Continued)
/TABLE
<PAGE>
<PAGE>
<TABLE>
THE LL&E SAVINGS PLAN
Statement of Changes in Net Assets Available for
Benefits by Fund
December 31, 1995
<CAPTION>
Participant Directed
FUND FUND FUND
D E F
Investment income:
<S> <C> <C> <C>
Interest and royalties $ 497,941 371,075 -
Dividends:
Capital Stock of The
Louisiana Land and
Exploration Company - - -
Other investments - - 325,371
- - 325,371
Interest income on loans
to participants 353,429 347,211 612,190
Net realized gains (losses)
on disposition of invest-
ments - 274,227 1,967,206
Net unrealized appreciation
(depreciation) of invest-
ments - 143,404 885,263
Contributions:
Employer allocated - - -
Employer unallocated - - -
Employees 550,724 349,202 1,109,800
Benefit payments for
terminations and with-
drawals (1,472,712) (499,621) (1,461,358)
Interest expense - - -
Transfers between funds -
net 3,443,564 (4,014,555) (3,170,279)
Changes in net assets
available for benefits 3,372,946 (3,029,057) 268,193
Net assets available for
benefits - beginning of
year 6,664,318 6,603,344 10,970,323
Net assets available for
benefits - end of year $ 10,037,264 3,574,287 11,238,516
(Continued)
/TABLE
<PAGE>
<PAGE>
<TABLE>
THE LL&E SAVINGS PLAN
Statement of Changes in Net Assets Available for
Benefits by Fund
December 31, 1995
<CAPTION>
Employer
Participant Directed Directed
FUND FUND FUND
G H A
Investment income:
<S> <C> <C> <C>
Interest and royalties $ 149,942 - 50
Dividends:
Capital Stock of The
Louisiana Land and
Exploration Company - - 256,655
Other investments - 156,484 -
- 156,484 256,655
Interest income on loans
to participants 473,923 102,427 66,905
Net realized gains (losses)
on disposition of invest-
ments 811,443 291 (794,835)
Net unrealized appreciation
(depreciation) of invest-
ments 938,680 28,679 7,449,709
Contributions:
Employer allocated - - 3,095,618
Employer unallocated - - 233,339
Employees 774,799 219,386 -
Benefit payments for
terminations and with-
drawals (377,615) (25,120) (2,640,641)
Interest expense - - (255,961)
Transfers between funds -
net (489,444) 3,024,377 (82,538)
Changes in net assets
available for benefits 2,281,728 3,506,524 7,328,301
Net assets available for
benefits - beginning of
year 6,215,286 - 34,192,228
Net assets available for
benefits - end of year $ 8,497,014 3,506,524 41,520,529
(Continued)
/TABLE
<PAGE>
<PAGE>
<TABLE>
THE LL&E SAVINGS PLAN
Statement of Changes in Net Assets Available for
Benefits by Fund
December 31, 1995
<CAPTION>
TOTAL
Investment income:
<S> <C>
Interest and royalties $ 1,035,135
Dividends:
Capital Stock of The
Louisiana Land and
Exploration Company 283,850
Other investments 481,855
765,705
Interest income on loans
to participants 299,165
Net realized gains (losses)
on disposition of invest-
ments 2,429,335
Net unrealized appreciation
(depreciation) of invest-
ments 10,094,499
Contributions:
Employer allocated 3,095,618
Employer unallocated 233,339
Employees 3,264,555
Benefit payments for
terminations and with-
drawals (6,991,756)
Interest expense (255,961)
Transfers between funds -
net -
Changes in net assets
available for benefits 13,969,634
Net assets available for
benefits - beginning of
year 72,416,013
Net assets available for
benefits - end of year $86,385,647
/TABLE
<PAGE>
<PAGE>
THE LL&E SAVINGS PLAN
Notes to Financial Statements
December 31, 1996 and 1995
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. Basis of Presentation
The accompanying financial statements have been prepared
on the accrual basis and present the equity available to
participants in The LL&E Savings Plan (the Plan) and
changes in equity of the Plan. Certain amounts have been
reclassified to conform to the current period's presen-
tation.
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, 1996 and 1995 and changes
in net assets available for benefits for each of the
years in the two-year period ended December 31, 1996
differ from that reported in Form 5500 as follows:
<TABLE>
<CAPTION>
Net Assets Available
for Benefits
1996 1995
<S> <C> <C>
As reported herein $90,537,201 86,385,647
Effect of accrued benefits payable (5,010,805) (1,122,952)
As reported in Form 5500 $85,526,396 85,262,695
</TABLE>
<TABLE>
<CAPTION>
Change in Net Assets
Available for Benefits
1996 1995
<S> <C> <C>
As reported herein $ 4,151,554 13,969,634
Effect of accrued benefits payable (3,887,853) 1,510,550
As reported in Form 5500 $ 263,701 15,480,184
</TABLE>
<PAGE>
<PAGE>
THE LL&E SAVINGS PLAN
Notes to Financial Statements
B. Investment in Trust Funds managed by the Trustees
Prior to July 1995, a trust agreement between LL&E and
Putnam Fiduciary Trust Company (Putnam), provided for
Putnam to maintain trust funds on behalf of the Plan. In
July 1995, LL&E changed the Plan's trustee to Charles
Schwab Trust Company (Schwab). The major provisions of
the Plan were unaffected by this change as were Funds A,
B and C. However, the Participants' four investment
options which were managed by Putnam as represented by
Funds D, E, F and G were changed to provide five diverse
mutual funds maintained by Schwab designated as Funds D,
E, F, G and H. The trust funds were and are now
segregated into investment funds as follows:
o Fund A for employees' and employer's contributions
which are invested primarily in Capital Stock of
LL&E.
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 with-
drawing 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, prior to
June 1995, were invested in the Putnam Daily
Dividend Trust, a mutual fund which invested in
money market instruments. Beginning in July 1995,
these contributions 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
publically traded bonds.
<PAGE>
<PAGE>
THE LL&E SAVINGS PLAN
Notes to Financial Statements
o Fund E for employees' contributions which, prior to
July 1995, were invested in the Putnam U.S. Govern-
ment Guaranteed Securities Income Trust, a fund
which invested exclusively in securities backed by
the full faith and credit of the United States
government and repurchase agreements with respect
to these securities. Beginning in July 1995, these
contributions 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.
o Fund F for employees' contributions which, prior to
July 1995, were invested in the Putnam Fund for
Growth and Income, a fund which invested primarily
in a variety of common stocks. Beginning in July
1995, these contributions 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, prior to
July 1995, were invested in the Putnam Convertible
Income-Growth Trust, a fund which invested
primarily in convertible bonds and convertible
preferred stocks. Beginning in July 1995, these
contributions 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, a new fund for employees' contributions
which, beginning in July 1995, are invested in the
Janus Worldwide Fund, which invests in common
stocks of foreign and domestic companies.
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 or H and up to eight transfers per
year between these funds are allowed on a daily basis.
<PAGE>
<PAGE>
THE LL&E SAVINGS PLAN
Notes to Financial Statements
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.
The number of participants by fund at December 31, 1996 was as
follows:
Number of
Fund Participants
A 682
B 304
C 99
D 315
E 267
F 483
G 493
H 359
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, 1996 numbered 682.
<PAGE>
<PAGE>
THE LL&E SAVINGS PLAN
Notes to Financial Statements
2. CONTRIBUTIONS AND BENEFITS
The Plan is a contributory savings plan sponsored by LL&E.
Individuals eligible for participation in the Plan are the
employees of LL&E and of any affiliated corporation (as
defined in the Plan) that has adopted the Plan.
The major provisions of the Plan as of December 31, 1996 are
as follows:
A. Non-Contributory Participation
The employer contributes monthly to the Plan
participants' accounts 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.
B. 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.
The employer will contribute an amount to the
participants' accounts 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%
<PAGE>
<PAGE>
THE LL&E SAVINGS PLAN
Notes to Financial Statements
Participants pay no federal income tax on their tax-
deferred contributions or on the employer contributions,
or on any earnings on their accounts, until withdrawals
or distributions are made from their accounts.
C. 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:
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
employees covered by said plan.
Participants are at all times fully vested in their
account balance derived from their own contributions,
including any earnings or losses thereon.
Participants may elect that the vested portions of
employer and employee contributions, plus income or
earnings thereon, be distributed to them in a lump sum i)
as soon as practicable following termination of employ-
ment, ii) on or about the date one year after termination
of employment or iii) on or about age 65. Upon termi-
nation, other than described above, nonvested employer
contributions and earnings thereon are forfeited by
participants and such amounts reduce employer contribu-
tions under the Plan.
<PAGE>
<PAGE>
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 require-
ments of a tax-free rollover for federal income tax
purposes. Amounts are invested in Funds A, D, E, F, G or
H as designated by the participant.
Participants can withdraw all or any portion of their
after-tax contributions, plus earnings thereon. Parti-
cipants cannot withdraw any tax-deferred contributions or
any earnings thereon 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 any earnings
thereon, 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
any earnings thereon, 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 bi-weekly payroll deductions over
optional terms of 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 participants' vested account
balance.
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.
<PAGE>
<PAGE>
THE LL&E SAVINGS PLAN
Notes to Financial Statements
3. NET REALIZED GAINS (LOSSES) ON DISPOSITION OF INVESTMENTS
The following is a summary of net realized gains (losses)
on the disposition of investments for the years ended
December 31, 1996 and 1995:
<TABLE>
<CAPTION>
1996 1995
<S> <C> <C>
Aggregate market value of Capital
Stock of LL&E sold $17,896,926 9,984,928
Aggregate cost basis of Capital
Stock of LL&E sold 15,301,126 10,606,424
Net realized gains (losses) on
sale of Capital Stock of LL&E 2,595,800 (621,496)
Aggregate market value of
other investments sold 19,612,205 50,876,916
Aggregate cost basis of other
investments sold 18,654,121 47,826,085
Net realized gains (losses) on
sale of other investments 958,084 3,050,831
$ 3,553,884 2,429,335
</TABLE>
4. EMPLOYEE STOCK OWNERSHIP PLAN FUND
In November 1987, the Employee Stock Ownership 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, was subject to
substantially the same repayment terms as LL&E's bank
loan (November 1994) and 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.
<PAGE>
<PAGE>
THE LL&E SAVINGS PLAN
Notes to Financial Statements
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 have
been 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 is secured by LL&E's
Capital Stock owned by the ESOP II, was subject to
substantially the same repayment terms as LL&E's bank
loan (May 1995) and 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 will repay
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 are made to LL&E, shares of Capital
Stock are 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 have been 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 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.
<PAGE>
<PAGE>
THE LL&E SAVINGS PLAN
Notes to Financial Statements
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
Capital Stock of LL&E which will continue to be held in
the Plan.
6. PLAN TERMINATION
The Board of Directors of LL&E expects to continue the
Plan indefinitely; however, they reserve the right to
amend, modify or discontinue the Plan at any time. In
the event of Plan termination, participants will become
fully vested in their accounts.
7. 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.
8. 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
proceeds, as applicable, of additions or retirements.
<PAGE>
<PAGE>
<TABLE>
SCHEDULE I
THE LL&E SAVINGS PLAN
Item 27a - Schedule of Assets Held for Investment Purposes
December 31, 1996
<CAPTION>
Number of
shares, units
or principal Current
amount Cost value
<S> <C> <C> <C>
Cash and cash equivalents 47 $ 47 47
The Louisiana Land and Exploration
Company common stock ($0.15
par value 847,645 27,180,682 45,456,396
LL&E Royalty Trust units 41,382 260,744 201,779
Schwab Value Advantage Fund units 9,308,031 9,308,031 9,308,031
Vanguard Bond Index Total Bond
Market Fund units 282,135 2,748,213 2,776,207
Vanguard Index Trust 500 Portfolio
Fund units 191,783 10,734,608 13,263,744
PGHG Growth Fund units 405,584 9,572,864 10,654,683
Janus Worldwide Fund units 170,344 5,253,225 5,738,877
Participants loans - 3,161,633*
Total Assets Held for Investment
Purposes $65,058,463 90,561,397
* Participant loans bear interest between 8.25% and 8.75% and have maturities ranging from
one to five years.
/TABLE
<PAGE>
<PAGE>
<TABLE>
SCHEDULE II
THE LL&E SAVINGS PLAN
ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS
IN EXCESS OF 5% OF THE CURRENT VALUE OF PLAN ASSETS
DECEMBER 31, 1996
<CAPTION>
Expenses
Identify of Purchase Selling Incurred With
Party Involved Description of Assets Price Price Transaction
<S> <C> <C> <C> <C>
Category (iii) - Series of Securities Transactions
LL&E Common Stock $4,178,332 $ - N/A
- 17,896,927 N/A
Schwab Value Advantage 6,747,476 - N/A
Money Fund - 7,476,709 N/A
PBHG Growth Fund 5,652,830 - N/A
- 4,441,525 N/A
There were no (i), (ii), or (iv) reportable transactions during the year.
(Continued)
</TABLE>
<PAGE>
<PAGE>
<TABLE>
SCHEDULE II
(Continued)
THE LL&E SAVINGS PLAN
ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS
IN EXCESS OF 5% OF THE CURRENT VALUE OF PLAN ASSETS
DECEMBER 31, 1996
<CAPTION>
Cost Current Value Net
Identify of of of assets on Gain
Party Involved Description of Assets Assets Transaction Date (Loss)
<S> <C> <C> <C> <C>
Category (iii) - Series of Securities Transactions
LL&E Common Stock $4,178,332 $ 4,178,332 N/A
15,301,126 17,896,927 2,595,801
Schwab Value Advantage 6,747,476 6,747,476 N/A
Money Fund 7,476,709 7,476,709 0
PBHG Growth Fund 5,652,830 5,652,830 N/A
4,069,259 4,441,525 372,266
</TABLE>
Exhibit 23
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 00, 1997, relating to the statements of net assets available
for benefits of The LL&E Savings Plan as of December 31, 1996 and
1995 and the related statements of changes in net assets available
for benefits and related schedules for each of the years then
ended, which report appears in the December 31, 1996 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 25, 1997
|
|