<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 11-K
Annual Report 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 (Fee required) For the fiscal year ended December 31, 1995
Or
| | Transition report pursuant to Section 15(d) of the Securities Exchange
Act of 1934 (No fee required)
For the transition period from __________________ to ___________
Commission file number__________________________________________
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below
Burlington Resources Inc. Retirement Savings Plan
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office
Burlington Resources Inc.
5051 Westheimer, Suite 1400
Houston, Texas 77056
<PAGE>
BURLINGTON RESOURCES INC. RETIREMENT SAVINGS PLAN
REPORT ON AUDITS OF FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULES
December 31, 1995 and 1994
<PAGE>
Burlington Resources Inc. Retirement Savings Plan
INDEX
Page
Financial Statements
Statement of Net Assets Available for Plan Benefits as
of December 31, 1995 and 1994 2
Statement of Changes in Net Assets Available for Plan
Benefits for the year ended December 31, 1995 3
Notes to Financial Statements 4
Supplemental Schedules
Schedule I - Schedule of Assets Held for Investment Purposes
as of December 31, 1995 15
Schedule II - Schedule of Reportable Transactions for the
year ended December 31, 1995 18
Report of Independent Accountants 19
Exhibits
23.1 Consent of Independent Accountants 20
<PAGE>
<TABLE>
<CAPTION>
Burlington Resources Inc. Retirement Savings Plan
Statement of Net Assets Available for Plan Benefits
December 31,
-----------------------------------
1995 1994
-------------- ------------
ASSETS
<S> <C> <C>
Investments
At fair value
Common Stock
Company Stock Fund, cost $24,570,618 and
$28,899,090, respectively ................................... $ 27,427,390 $ 28,999,565
Common and Collective Trusts
Standard & Poor's 500 Index Fund, cost $16,436,795
and $12,157,671, respectively ............................... 21,260,581 13,303,428
Real Estate Fund, cost $706,598 and
$248,985, respectively ...................................... 733,100 255,327
Registered Investment Companies
International Equity Fund, cost $6,892,449 and
$5,590,735, respectively .................................... 8,003,399 6,081,727
Over-the-Counter Equity Fund, cost $9,352,401
and $6,300,662, respectively ................................ 10,980,730 6,218,043
At contract value
Unallocated Contracts
Income Fund, investment contracts with insurance companies ....... 67,215,904 57,695,039
Income Fund, investment contract with bank ....................... 7,816,562 7,323,796
At cost, which approximates fair value
Loan Fund ........................................................ 6,684,670 6,106,455
Short-term cash investments ...................................... 1,164,868 2,527,742
------------ ------------
Total investments ........................................ 151,287,204 128,511,122
------------ ------------
Receivables
Dividends and interest receivable ........................................ 284,301 437,689
Employer contributions receivable ........................................ 243,935 241,803
Participant contributions receivable ..................................... 533,385 522,766
------------ ------------
Total receivables ........................................ 1,061,621 1,202,258
------------ ------------
Total assets ........................................ 152,348,825 129,713,380
LIABILITIES
Administrative expense payable ............................................... 50,735 --
------------ ------------
Net assets available for plan benefits ....................................... $152,298,090 $129,713,380
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
-2-
<PAGE>
<TABLE>
<CAPTION>
Burlington Resources Inc. Retirement Savings Plan
Statement of Changes in Net Assets
Available for Plan Benefits
Year Ended
December 31,
1995
------------
<S> <C>
Interest income ................................ $ 4,970,764
Dividends
Company Stock Fund ......................... 410,550
International Equity Fund .................. 103,900
Over-the-Counter Equity Fund .............. 6,985
Net appreciation in the fair
value of investments ......................... 12,689,030
------------
Net investment income .................. 18,181,229
------------
Contributions
Employer ................................... 6,915,017
Participant ................................ 9,460,200
------------
Total contributions .................... 16,375,217
------------
Participant withdrawals and distributions ...... 11,724,008
Administrative expense ......................... 247,728
------------
Total expenses ......................... 11,971,736
------------
Net increase in assets ................. 22,584,710
Net assets available for plan benefits
Beginning of year .......................... 129,713,380
------------
End of year ................................ $152,298,090
============
</TABLE>
The accompanying notes are an integral part of these financial statements.
-3-
<PAGE>
Burlington Resources Inc. Retirement Savings Plan
Notes To Financial Statements
1. Plan Description
General
The following description of the Burlington Resources Inc. ("BR")
Retirement Savings Plan (the "Plan") provides only general information.
Participants should refer to the Summary Plan Description or the Plan
document for a more complete description of the Plan's provisions.
The Plan is a trusteed, contributory plan, administered by a committee of
BR executives ("Management"), for eligible employees of the participating
employer companies which include BR, Meridian Oil Inc. and Meridian
Minerals Company. Meridian Oil Inc. and Meridian Minerals Company are
wholly-owned subsidiaries of BR. Detailed information regarding
contributions made by each participating employer is included in Note 4
to these financial statements. The Plan is subject to the provisions of
the Employee Retirement Income Security Act of 1974, as Amended (ERISA).
Participant contributions are made on a before-tax and after-tax basis.
Federal income taxes on the earnings of the investments are deferred
until amounts are withdrawn from the Plan.
Investment of Funds
A participant can direct the investment of account balances and
contributions to any one or more of the following investment funds.
Company Stock Fund - Invested in common stock of BR.
S&P 500 Index Fund - Invested in a diversified portfolio of common stock
and other equity securities. This fund was managed by Northern Trust
Company and Boatmen's Trust Company during 1995 and 1994, respectively,
to achieve results similar to those of the overall stock market as
measured by the Standard & Poor's 500 Index.
International Equity Fund - Invested primarily in the equity securities
of companies based outside the United States. This registered investment
fund is a publicly traded mutual fund known as the Vanguard World Fund
International Growth Portfolio and is managed by Schroeder Capital
Management International.
-4-
<PAGE>
Burlington Resources Inc. Retirement Savings Plan
Notes To Financial Statements
Over-the-Counter ("OTC") Equity Fund - Invested primarily in securities
traded in the OTC securities market. This registered investment fund is a
publicly traded mutual fund known as the Fidelity OTC Portfolio and is
managed by Fidelity Management and Research.
Real Estate Fund - Invested in commercial real estate, such as regional
shopping malls, major office buildings and industrial warehouse
facilities. This fund is invested primarily in the Prime Property Fund
managed by Equitable Real Estate Investment Management Inc., a
wholly-owned subsidiary of the Equitable Financial Companies. Effective
June 28, 1996, the Real Estate Fund will no longer be an investment
option for the Plan. The Vanguard Balanced Index Fund will be added as an
investment option as of July 1, 1996. This publicly traded mutual fund
invests in equity securities and high-quality bonds.
Income Fund - Invested primarily in a diversified portfolio of investment
contracts offered by major insurance companies and financial
institutions. This fund is managed by PRIMCO Capital Management, Inc.
Loans
The Plan may make loans to actively employed participants of not less
than $1,000 nor more than 50% of the first $100,000 of the balance in the
participant's account (excluding any Individual Retirement Account "IRA"
balance). The 50% limit is reduced by the participant's highest
outstanding loan balance during the prior one-year period. A participant
may not obtain more than one loan during any 12-month period and may not
have more than two loans outstanding. The interest rate on loans is 1%
above the prime rate, which is determined at the first of the month
preceding the quarter in which the loan is taken. The interest rate is
fixed for the term of the loan. The repayment period may be from one to
five years. Loans outstanding are included in the Loan Fund in the
accompanying Statement of Net Assets Available for Plan Benefits.
Contributions
A participant may elect to make regular monthly basic contributions from
2% to 8% of his or her total eligible compensation. The respective
employer company will match up to 6% of total eligible compensation of a
participant with less than 10 years of service
-5-
<PAGE>
Burlington Resources Inc. Retirement Savings Plan
Notes To Financial Statements
and up to 8% of total eligible compensation for a participant with 10 or
more years of service. In addition, if a participant has elected the
maximum basic contribution eligible for a matching company contribution,
he or she may make supplemental contributions to the Plan of 1% to 5% of
his or her eligible total compensation. A participant may also elect to
have all or a portion of the allocation available under the BR FlexPlan
transferred to the Plan as flex contributions. (The BR FlexPlan is an
employee benefit for eligible participants to receive discretionary
amounts from participating employers. Each participant is allowed to have
those amounts contributed to his or her Plan account.) In addition, a
participant may make an approved rollover contribution of a distribution
received from another qualified employee benefit plan. At December 31,
1995 and 1994, there were 2,021 and 2,052 eligible participants,
respectively, in the Plan.
Vesting
All employer and participant contributions are paid to the Plan's trustee
semimonthly. A participant's rights to basic, supplemental, company
match, flex, IRA and rollover accounts are 100% vested and nonforfeitable
at all times.
Withdrawals and Distributions
The Plan provides for several different types of in-service withdrawals
to participants. Early withdrawals from the participant's basic company
match and rollover accounts are limited to financial hardship and may be
subject to income taxes and penalties. Upon a separation from service, a
participant's account balance may be distributed in a lump sum. A
participant whose account balance exceeds $3,500 may elect a deferred
distribution or installment payments over a period ending not later than
April 1 of the year following the calendar year in which the participant
attains age 70-1/2.
Termination
While the Board of Directors of BR has not expressed any intention to do
so, they may at any time terminate the Plan. Upon termination, the Plan's
assets will be distributed to the participants on the basis of their
asset account balances existing at the date of termination.
-6-
<PAGE>
Burlington Resources Inc. Retirement Savings Plan
Notes To Financial Statements
Income Tax
The Internal Revenue Service advised BR on June 1, 1995 that the Plan
constitutes a qualified plan under Section 401(a) of the Internal Revenue
Code and the trust is therefore exempt from Federal income taxes under
the provisions of Section 501(a).
2. Summary of Significant Accounting Policies
Investments
All Plan investments, except for investment contracts, are carried at
quoted market prices, estimated fair values or at cost which approximates
fair value to recognize currently any unrealized appreciation or
depreciation of investments. Investment contracts, which are fully
benefit responsive, are carried at contract value. The fair value of
investment contracts as of December 31, 1995 and 1994, respectively, was
approximately $76,700,000 and $65,300,000. Fair value was determined
using a discounted cash flow analysis assuming market rates for similar
contracts. The average yield for these investment contracts during 1995
and 1994 was 6.34% and 6.32%, respectively. The crediting interest rates
ranged from 3.55% to 9.32% at both December 31, 1995 and 1994. No
valuation reserve was recorded at December 31, 1995 or 1994.
Purchase and Sale of Securities
Purchases and sales of securities are reflected on a settlement-date
basis. The basis of securities sold is determined by average cost.
Dividend and Interest Income
Dividend and interest income from investments is recorded as earned and
allocated to participants based upon the participant's proportionate
share of assets in each investment fund.
-7-
<PAGE>
Burlington Resources Inc. Retirement Savings Plan
Notes To Financial Statements
Expenses
Certain administrative expenses and professional fees incurred by the
Plan, for active participants, are paid by participating employer
companies. Deferred participants (retired and severed employees) are
charged an annual administrative fee to maintain their accounts. Trustee
expenses and certain investment fees are charged to the participants.
Net Appreciation (Depreciation) in the Fair Value of Investments
Net appreciation in the fair value of the Plan investments which consists
of net realized and unrealized appreciation (depreciation) are presented
in the Statement of Changes in Net Assets Available for Plan Benefits.
This appreciation (depreciation) is allocated to participants based upon
their proportionate share of assets in each investment fund.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires certain estimates and
assumptions. Actual results may differ from estimates.
3. Net Appreciation in the Fair Value of Investments
Following is a summary of the components of the net appreciation in the
fair value of investments.
<TABLE>
<CAPTION>
Year Ended
December 31,
1995
-----------
<S> <C>
Market values determined by quoted
market prices
Company common stock .............................. $ 4,015,522
Registered investment companies ................... 3,452,612
Estimated market values
Common and Collective Trusts ...................... 5,220,896
-----------
Total net appreciation .......................... $12,689,030
===========
</TABLE>
-8-
<PAGE>
Burlington Resources Inc. Retirement Savings Plan
Notes To Financial Statements
4. Contributions
Participating employers and participants contributed the following
amounts to the Plan.
<TABLE>
<CAPTION>
Year Ended December 31, 1995
----------------------------------------------
Participating
Employers Participants Total
------------- ------------ -----------
<S> <C> <C> <C>
Burlington Resources Inc. ...... $ 16,800 $ 18,000 $ 34,800
Meridian Minerals Co. .......... 1,628 4,124 5,752
Meridian Oil Inc. .............. 6,896,589 9,438,076 16,334,665
----------- ----------- -----------
Total ....................... $ 6,915,017 $ 9,460,200 $16,375,217
=========== =========== ===========
</TABLE>
Participant contributions include supplemental contributions of
$1,133,966 and flex account contributions of $245,385.
5. Mutual Benefit Life Assurance Corporation
The Income Fund had investments in Mutual Benefit Life Insurance Company
("Mutual Benefit") of $2,889,929 and $2,819,406 at December 31, 1995 and
1994, respectively. Mutual Benefit was placed in rehabilitation on July
16, 1991 in the Superior Court of New Jersey under the supervision of the
Commissioner of Insurance for the State of New Jersey. The Superior Court
of New Jersey confirmed a rehabilitation plan in November 1993, which was
subsequently closed in April 1994. At closing, the Mutual Benefit
contracts were assumed and reinsured by Mutual Benefit Life Assurance
Corporation.
In 1996, interest is being credited at rates of 5.25 percent and 5.10
percent. The interest rates can be reset annually. The contract balances
are expected to be paid in five annual installments beginning December
31, 1999. The interest and terms are subject to further adjustments based
on the performance of underlying assets.
-9-
<PAGE>
Burlington Resources Inc. Retirement Savings Plan
Notes To Financial Statements
6. Reconciliation of Financial Statements to Form 5500
The following is a reconciliation of net assets available for plan
benefits as presented in the Statement of Net Assets Available for Plan
Benefits on page 2 of these financial statements to Form 5500.
<TABLE>
<CAPTION>
December 31,
-------------------------------
1995 1994
------------- -------------
<S> <C> <C>
Net assets available for plan benefits per the financial
statements .................................................. $ 152,298,090 $ 129,713,380
Amounts allocated to withdrawing participants ................... -- (1,579,564)
------------- -------------
Net assets available for plan benefits per Form 5500 ............ $ 152,298,090 $ 128,133,816
============= =============
</TABLE>
The following is a reconciliation of benefits paid to participants as
presented in the Statement of Changes in Net Assets Available for Plan
Benefits on page 3 of these financial statements to Form 5500.
<TABLE>
<CAPTION>
Year Ended
December 31,
1995
------------
<S> <C>
Benefits paid to participants per the financial statements .... $ 11,724,008
Amounts allocated to withdrawing participants at
December 31, 1994 ......................................... (1,579,564)
------------
Benefits paid to participants per Form 5500 ................... $ 10,144,444
============
</TABLE>
7. Concentration of Credit Risk
The Plan invests in various investment vehicles based upon the individual
participant's requests for portfolio investment. The Plan consists of six
options for investment as defined in Note 1 of the Notes To Financial
Statements. The Income Fund holds approximately 52% and 53% of the
invested assets of the Plan at December 31, 1995
-10-
<PAGE>
Burlington Resources Inc. Retirement Savings Plan
Notes To Financial Statements
and 1994, respectively. This fund invests primarily in investment
contracts with insurance companies and other financial institutions.
Management believes that the investment contracts are well diversified
and that no investment in any one company subjects the Plan to any
material concentration of credit risk.
8. Investments
Investments that comprised 5% or more of the net assets available for
plan benefits follow.
<TABLE>
<CAPTION>
December 31,
1995 1994
----------- -----------
<S> <C> <C>
Burlington Resources Inc. common stock ............... $27,427,390 $28,999,565
Northern Trust's Collective Daily Stock
Index Fund ....................................... $21,260,581 --
Vanguard World Fund -
International Growth Portfolio ................... $ 8,003,399 --
Fidelity Securities Fund
OTC Portfolio .................................... $10,980,730 --
Bankers Trust (Delaware) BIC #92-493 ................. $ 7,816,562 $ 7,323,796
Provident Life & Accident Insurance Company .......... $ 7,905,068 $ 7,443,956
guaranteed investment contract #630-05573
Boatmen's Trust Collective Employee Benefit
Trust Fund I ..................................... -- $13,303,428
</TABLE>
-11-
<PAGE>
<TABLE>
Burlington Resources Inc. Retirement Savings Plan
Notes to Financial Statements
9. Fund Information - allocation of Net assets available for plan benefits to investment programs
<CAPTION>
December 31, 1995
---------------------------------------------------------------------------------------------
Company S&P 500 International OTC Equity Real Estate Income
Stock Fund Index Fund Equity Fund Fund Fund Fund Total
------------ ----------- ------------- ----------- ------------ ------------ -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Investments
At fair value
BR common stock ............$ 27,427,390 $ 27,427,390
Equity interests............ $ 21,260,581 $ 8,003,399 $ 10,980,730 $ 733,100 40,977,810
At contract value
Investment contracts
with insurance companies $ 67,215,904 67,215,904
Investment contract
with bank ............... 7,816,562 7,816,562
At cost, which approximates
fair value ..............
Loan Fund .................. 1,718,765 824,381 387,624 684,094 17,166 3,052,640 6,684,670
Short-term cash investments 1,084,799 -- -- -- -- 80,069 1,164,868
Dividends and interest receivable .. 130,242 22,322 11,426 16,163 1,032 103,116 284,301
Employer contributions receivable .. 53,585 43,225 19,292 29,501 2,071 96,261 243,935
Participant contributions receivable 112,484 98,920 45,522 73,336 4,274 198,849 533,385
Interfund receivable (payable) ..... 123,980 (26,908) -- (26,830) -- (70,242) --
------------ ------------ ------------ ------------ ------------ ------------ ------------
Total assets ........... 30,651,245 22,222,521 8,467,263 11,756,994 757,643 78,493,159 152,348,825
Administrative expense payable ..... 3,298 4,995 1,325 1,550 793 38,774 50,735
------------ ------------ ------------ ------------ ------------ ------------ ------------
Net assets available
for plan benefits .. $ 30,647,947 $ 22,217,526 $ 8,465,938 $ 11,755,444 $ 756,850 $ 78,454,385 $152,298,090
============ ============ ============ ============ ============ ============ ============
</TABLE>
-12-
<PAGE>
<TABLE>
Burlington Resources Inc. Retirement Savings Plan
Notes to Financial Statements
9. Fund Information - allocation of Net assets available for plan benefits to investment programs
<CAPTION>
December 31, 1994
----------------------------------------------------------------------------------------------
Company S&P 500 International OTC Equity Real Estate Income
Stock Fund Index Fund Equity Fund Fund Fund Fund Total
------------ ------------ ------------ ------------ ---------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Investments
At fair value
BR common stock ............$ 28,999,565 $ 28,999,565
Equity interests............ $ 13,303,428 $ 6,081,727 $ 6,218,043 $ 255,327 25,858,525
At contract value
Investment contracts
with insurance companies $57,695,039 57,695,039
Investment contract
with bank ............... 7,323,796 7,323,796
At cost, which approximates
fair value
Loan Fund .................. 1,496,693 709,570 439,664 599,654 22,594 2,838,280 6,106,455
Short-term cash investments 56,218 -- -- -- -- 2,471,524 2,527,742
Dividends and interest receivable .. 109,066 398 174 437 22 327,592 437,689
Employer contributions receivable .. 67,318 33,562 22,101 21,738 1,136 95,948 241,803
Participant contributions receivable 145,538 72,560 47,781 46,997 2,457 207,433 522,766
Interfund receivable (payable) ..... 503,955 (32,932) 36,210 (90,870) (3,623) (412,740) --
------------ ------------ ------------ ------------ ---------- ----------- ------------
Net assets available
for plan benefits . $ 31,378,353 $ 14,086,586 $ 6,627,657 $ 6,795,999 $ 277,913 $70,546,872 $129,713,380
============ ============ ============ ============ ========== =========== ============
</TABLE>
-13-
<PAGE>
<TABLE>
Burlington Resources Inc. Retirement Savings Plan
Notes to Financial Statements
10. Fund Information - allocation of changes in Net assets available for plan benefits to investment programs
<CAPTION>
Year Ended December 31, 1995
--------------------------------------------------------------------------------------------------
Company S&P 500 International OTC Equity Real Estate
Stock Fund Index Fund Equity Fund Fund Fund Income Fund Total
------------- ------------- ------------- ------------- ----------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Dividends ..................... $ 410,550 $ -- $ 103,900 $ 6,985 $ -- $ -- $ 521,435
Interest income ............... 159,786 64,105 32,031 33,520 4,055 4,677,267 4,970,764
Net appreciation in the fair
value of investments ........ 4,015,523 5,195,144 921,590 2,531,021 25,752 -- 12,689,030
------------- ------------- ------------- ------------- ----------- ------------ -------------
Net investment income . 4,585,859 5,259,249 1,057,521 2,571,526 29,807 4,677,267 18,181,229
Contributions
Employer .................. 1,793,244 1,014,621 569,878 668,076 47,060 2,822,138 6,915,017
Participant ............... 2,388,788 1,424,346 808,453 977,519 90,019 3,771,075 9,460,200
Interfund transfers ........... (7,561,303) 1,719,859 (158,285) 1,171,137 349,317 4,479,275 --
Participant withdrawals
and distributions ....... (1,909,535) (1,266,737) (433,525) (422,735) (34,114) (7,657,362) (11,724,008)
Administrative expense ........ (27,459) (20,397) (5,761) (6,078) (3,153) (184,880) (247,728)
------------- ------------- ------------- ------------- ------------ ------------ -------------
Net increase (decrease) (730,406) 8,130,941 1,838,281 4,959,445 478,936 7,907,513 22,584,710
------------- ------------- ------------- ------------- ------------ ------------ -------------
Net assets available for
plan benefits
Beginning of year ......... 31,378,353 14,086,586 6,627,657 6,795,999 277,913 70,546,872 129,713,380
------------- ------------- ------------- ------------- ------------ ------------ -------------
End of year ............... $ 30,647,947 $ 22,217,527 $ 8,465,938 $ 11,755,444 $ 756,849 $ 78,454,385 $ 152,298,090
============= ============= ============= ============= ============ ============ =============
</TABLE>
-14-
<PAGE>
SUPPLEMENTAL SCHEDULES
<PAGE>
<TABLE>
<CAPTION>
Schedule I
Burlington Resources Inc. Retirement Savings Plan
Line 27a - Schedule of Assets Held for Investment Purposes
December 31, 1995
EIN: 91-1413284
Plan: 002
1995 Form 5500
Number of (e)
Shares or Current
Principal (d) Value/
(b)(c) Amount Cost Fair Value
- ------ --------- ---------- ----------
<S> <C> <C> <C>
Burlington Resources Cash Clearing Account ..................... $ 34,162 $ 34,162 $ 34,162
---------- ----------
INCOME FUND
Temporary Investments
Northern's Collective Short-term Fund .................. $ 45,907 $ 45,907 $ 45,907
---------- ----------
Investment Contracts
Insurance company investment contracts at contract value
John Hancock Mutual Life Insurance Company
#7216, 5.24%, matures 10/6/98 .................. $2,789,769 $2,789,769 $2,789,769
#7354, 5.81%, matures 4/30/99 .................. 3,301,988 3,301,988 3,301,988
#7474, 7.51%, matures 5/01/04 .................. 6,992,442 6,992,442 6,992,442
#7474-2, 4.50%, matures 1/31/96 ................ 2,585,652 2,585,652 2,585,652
MBL Life Assurance Co. .............................
#9-5294-1, 5.10%, matures 12/31/99 ............. 95,756 95,756 95,756
#9-5294-2, 5.10%, matures 12/31/99 ............. 139,597 139,597 139,597
#9-5294-3, 5.10%, matures 12/31/99 ............. 112,487 112,487 112,487
MBL Life Assurance Co. .............................
#6-5294-1, 3.55%, matures 12/31/03 ............. 699,805 699,805 699,805
#6-5294-2, 3.55%, matures 12/31/03 ............. 1,020,207 1,020,207 1,020,207
#6-5294-3, 3.55%, matures 12/31/03 ............. 822,077 822,077 822,077
Prudential Insurance Company
#7324-211, 7.57%, mature s 5/1/97 .............. 2,262,705 2,262,705 2,262,705
#7479-15, 6.10%, matures 2/15/99 .............. 1,714,229 1,714,229 1,714,229
Commonwealth
#ADA-00129TR-2, 7.6%, matures 6/15/00 .......... 1,003,384 1,003,384 1,003,384
#ADA-00129TR-4, 6.285%, matures 1/10/00 ........ 1,513,775 1,513,775 1,513,775
#ADA-00129TR-5, 6.38%, matures 10/15/99 ........ 1,002,693 1,002,693 1,002,693
#ADA-00129TR-3, 6.95%, matures 4/27/00 ......... 1,542,709 1,542,709 1,542,709
#ADA-00129TR-1, 8.34%, matures 3/1/00 .......... 2,106,414 2,106,414 2,106,414
#ADA-00129TR-6, 6.31%, matures 3/10/00 ......... 2,016,233 2,016,233 2,016,233
Aetna Life Insurance Company
#13823-002, 8.44%, matures 3/31/97 ............. 1,028,069 1,028,069 1,028,069
</TABLE>
-15-
<PAGE>
<TABLE>
<CAPTION>
Schedule I
Burlington Resources Inc. Retirement Savings Plan
Line 27a - Schedule of Assets Held for Investment Purposes, Continued
December 31, 1995
EIN: 91-1413284
Plan: 002
1995 Form 5500
Number of (e)
Shares or Current
Principal (d) Value/
(b)(c) Amount Cost Fair Value
- ------ --------- ----------- ----------
<S> <C> <C> <C>
INCOME FUND, continued
Continental Assurance Company
#12625, 8.57%, matures 4/1/97 .........................$ 1,428,796 $ 1,428,796 $ 1,428,796
AllAmerica
#90836-B02, 8.44%, matures 7/3/96 ..................... 1,216,721 1,216,721 1,216,721
Provident National Assurance
#027-05032, 8.46%, matures 7/15/96 .................... 2,524,763 2,524,763 2,524,763
#028-05656, 5.15%, matures 7/31/97 .................... 1,989,653 1,989,653 1,989,653
Massachusetts Mutual
#10516, 6.33%, matures 10/5/15 ........................ 2,646,087 2,646,087 2,646,087
New York Life Insurance
#20030-18C, 6.23%, matures 3/2/98 ..................... 1,515,946 1,515,946 1,515,946
#06753-002, 5.62%, matures 5/14/98 .................... 2,070,327 2,070,327 2,070,327
#06753, 5.33%, matures 11/28/97 ....................... 2,081,843 2,081,843 2,081,843
Metropolitan Life
#13025, 5.80%, matures 1/2/01 ......................... 5,396,214 5,396,214 5,396,214
Provident Life & Accident
#630-05573, 5.79%, matures 9/01/03 .................... 7,905,068 7,905,068 7,905,068
Allstate Life Insurance Company
#5689, 8.13%, matures 11/01/99 ........................ 2,177,102 2,177,102 2,177,102
Transamerica Life
#76573, floating rate, matures 11/15/04 ............... 3,048,177 3,048,177 3,048,177
United of Omaha
#10181, 8.40%, matures 3/4/96 ......................... 465,216 465,216 465,216
----------- -----------
Total insurance company investment contracts ..... $67,215,904 $67,215,904
----------- -----------
Bank investment contract at contract value
Bankers Trust (Delaware)
#92-493, 6.120%, matures 9/30/00 ...................... $7,816,562 $ 7,816,562 $ 7,816,562
----------- -----------
Total investments - Income Fund ................... $75,078,373 $75,078,373
----------- -----------
</TABLE>
-16-
<PAGE>
<TABLE>
<CAPTION>
Schedule I
Burlington Resources Inc. Retirement Savings Plan
Line 27a - Schedule of Assets Held for Investment Purposes, Continued
December 31, 1995
EIN: 91-1413284
Plan: 002
1995 Form 5500
Number of (e)
Shares or Current
Principal (d) Value/
(b)(c) Amount Cost Fair Value
- ------ --------- ------------ ----------
<S> <C> <C> <C>
LOAN FUND
Loan fund, 7% to 11% .................................... $6,684,670 $ -- $ 6,684,670
------------ ------------
Determined by Quoted Market Price
COMMON STOCK FUND
Burlington Resources Inc. common stock .............. 698,787 $ 24,570,618 $ 27,427,390
Northern's Collective Short-term Fund ............... $1,084,799 1,084,799 1,084,799
------------ ------------
Total investments - Common Stock Fund ........... $ 25,655,417 $ 28,512,189
------------ ------------
INTERNATIONAL EQUITY FUND
Vanguard World Fund - International Growth Portfolio 532,849 $ 6,892,449 $ 8,003,399
------------ ------------
OTC EQUITY FUND
Fidelity Securities Fund OTC Portfolio .............. 362,042 $ 9,352,401 $ 10,980,730
------------ ------------
Determined by Estimated Fair Value
REAL ESTATE FUND
Equitable Real Estate, Preferred Account #8299 ...... 613 $ 706,598 $ 733,100
------------ ------------
S&P INDEX FUND
Northern Trust's Collective Daily Stock Index Fund ... 1,475,405 $ 16,436,795 $ 21,260,581
------------ ------------
Total investments ........................... $134,156,195 $151,287,204
============ ============
</TABLE>
These assets were held on the last day of the plan year. The schedule
reflecting assets purchased and sold during the year does not apply.
-17-
<PAGE>
<TABLE>
<CAPTION>
Schedule II
Burlington Resources Inc. Retirement Savings Plan
Item 27d - Schedule of Reportable Transactions
Year Ended December 31, 1995
EIN: 91-1413284
Plan: 002
1995 Form 5500
(b) (c) (d) (f) (g) (h) (i)
Expense Current Value
Purchase Selling Incurred with Cost of of Asset on Net
Description of Asset Price Price Transaction Asset Transaction Gain
Date
- ---------------------------------------------------- -------- ------- ------------- ------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C>
Single Transactions
- -------------------
None
Series of Transactions
- ----------------------
Burlington Resources Inc. Common Stock
122,447 shares bought in 20 transactions ........$ 4,505,874 $ 6,122 $ 4,505,874 $ 4,505,874
855,930 shares sold in 26 transactions .......... $9,088,916 13,390 7,896,809 9,088,916 $1,172,595
Northern Trust Daily Stock Index Fund
1,705,931 units bought in 107 transactions ...... 18,902,255 18,902,255 18,902,225
230,527 units sold in 70 transactions ........... 2,836,787 2,465,430 2,836,787 371,357
Collective short-term Investment Fund
67,552,451 increases on 265 days ................ 67,552,451 67,552,451
66,387,582 decreases on 290 days ................ 66,387,582 66,387,582
Burlington Resources Loan Fund
3,884,944 shares bought in 44 transactions ...... 3,884,944 3,884,944 3,884,944
3,160,176 shares bought in 51 transactions ...... 3,160,176 3,160,176 3,160,176
</TABLE>
-18-
<PAGE>
Report Of Independent Accountants
To the Plan Administrator
Burlington Resources Inc. Retirement Savings Plan
We have audited the financial statements of the Burlington Resources Inc.
Retirement Savings Plan (the "Plan") as listed in the accompanying index on Page
1. 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 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. 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 plan benefits at December
31, 1995 and 1994, and changes in net assets available for plan benefits for the
year ended December 31, 1995, 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 supplemental schedules listed in the
accompanying index on Page 1 are presented for the purpose of additional
analysis and are not a required part of the basic financial statements but are
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The supplemental schedules have been subjected to the
auditing procedures applied in the audits of the basic financial statements and,
in our opinion, are fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
/s/ Coopers & Lybrand L.L.P.
Houston, Texas
June 27, 1996
-19-
<PAGE>
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee benefit
plan) have duly caused this annual report to be signed on its behalf by
the undersigned hereunto duly authorized.
BURLINGTON RESOURCES INC.
RETIREMENT SAVINGS PLAN
Date: June 27, 1996 /s/ Harold E. Haunschild
Harold E. Haunschild
Executive Vice President, Human Resources
and Administration
Chairman, Administrative Committee
Exhibit 23.1
- ------------
Consent of Independent Accountants
We consent to the incorporation by reference in the Registration Statements
of the Burlington Resources Inc. Retirement Savings Plan (the "Plan") on Form
S-8 (File No. 33-26024, as amended by Amendment No. 1 to the Registration
Statement, File No. 2-97533, and File No. 333-02029), of our report dated June
27, 1996, on our audits of the financial statements and supplemental schedules
of the Plan as of December 31, 1995 and 1994, and for the year ended December
31, 1995, which report is included in this Annual Report on Form 11-K.
/s/ Coopers & Lybrand L.L.P.
Houston, Texas
June 27, 1996
-20-
