<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 11-K
For Annual Reports of Employee Stock Purchase, Savings
and Similar Plans Pursuant to Section 15(d)
of the Securities Exchange Act of 1934
(Mark One)
(X)Annual report pursuant to Section 15(d)of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 1996
Or
( )Transition report pursuant to Section 15(d)of the Securities Exchange Act of
1934
For the transition period from ____________ to ____________
Commission file number_______________________________
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
Burlington Resources Inc. Retirement Savings Plan
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
Burlington Resources Inc., 5051 Westheimer, Suite 1400, Houston, Texas 77056
<PAGE>
BURLINGTON RESOURCES INC. RETIREMENT SAVINGS PLAN
REPORT ON AUDITS OF FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULES
As of December 31, 1996 and 1995 and
for the Year Ended December 31, 1996
<PAGE>
Burlington Resources Inc. Retirement Savings Plan
Table of Contents
Page
Financial Statements
Statement of Net Assets Available for Benefits as
of December 31, 1996 and 1995 2
Statement of Changes in Net Assets Available for
Benefits for the year ended December 31, 1996 3
Notes to Financial Statements 4
Report of Independent Accountants 14
Supplemental Schedules
Schedule I - Schedule of Assets Held for Investment Purposes
as of December 31, 1996 15
Schedule II -Schedule of Reportable Transactions for the
year ended December 31, 1996 18
Exhibits
23 Consent of Independent Accountants 21
<PAGE>
<TABLE>
<CAPTION>
Burlington Resources Inc. Retirement Savings Plan
Statement of Net Assets Available for Benefits
December 31,
---------------------------
1996 1995
------------ ------------
ASSETS
<S> <C> <C>
Investments
At fair value
Common Stock
Company Stock Fund, cost $18,606,817 and
$24,570,618, respectively ................................. $ 24,803,693 $ 27,427,390
Common and Collective Trusts
S&P 500 Index Fund, cost $18,816,914 and
$16,436,795, respectively ................................. 26,937,750 21,260,581
Real Estate Fund, cost $0 and
$706,598, respectively .................................... -- 733,100
Registered Investment Companies
International Equity Fund, cost $8,555,510 and
$6,892,449, respectively .................................. 9,991,977 8,003,399
Over-the-Counter Equity Fund, cost $12,577,265
and $9,352,401, respectively .............................. 14,498,026 10,980,730
Balanced Index Fund, cost $5,002,704
and $0, respectively ...................................... 5,248,521 --
At contract value
Unallocated Contracts
Income Fund, investment contracts with insurance companies... 58,022,984 67,215,904
Income Fund, investment contract with bank .................. 8,307,122 7,816,562
At cost, which approximates fair value
Loan Fund ................................................... 5,873,596 6,684,670
Cash and cash equivalents ................................... 3,411,147 1,164,868
------------ ------------
Total investments ..................................... 157,094,816 151,287,204
------------ ------------
Receivables
Dividends and interest .......................................... 77,774 284,301
Employer contributions .......................................... -- 243,935
Participant contributions ....................................... -- 533,385
------------ ------------
Total receivables ..................................... 77,774 1,061,621
------------ ------------
Total assets ....................................... 157,172,590 152,348,825
------------ ------------
LIABILITIES
Administrative expense payable .................................... 65,955 50,735
------------ ------------
Net assets available for benefits .................. $157,106,635 $152,298,090
============ ============
</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 Benefits
Year Ended
December 31,
1996
------------
<S> <C>
Interest income ............................... $ 5,046,060
Dividends
Company Stock Fund ........................ 359,182
International Equity Fund ................. 110,800
Over-the-Counter Equity Fund .............. 32,898
Balanced Index Fund ....................... 115,055
Net appreciation in the fair
value of investments ........................ 16,978,996
------------
Net investment income ................. 22,642,991
------------
Contributions
Employer .................................. 6,555,051
Participant ............................... 8,439,741
------------
Total contributions ................... 14,994,792
------------
Participant withdrawals and distributions ..... 32,554,866
Administrative expense ........................ 274,372
------------
Total expenses ........................ 32,829,238
------------
Net increase .......................... 4,808,545
Net assets available for benefits
Beginning of year ......................... 152,298,090
------------
End of year ............................... $157,106,635
============
</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 and Burlington Resources Oil & Gas
Company (formerly known as Meridian Oil Inc.), which is a wholly-owned
subsidiary of BR. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 ("ERISA"), as Amended.
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 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 is managed by Northern Trust Company
to achieve results similar to those of the overall stock market as measured
by the Standard & Poor's 500 Index.
International Equity Fund - Invested primarily in the equity securities of
companies based outside the United States. This registered investment fund
is a publicly traded mutual fund known as the Vanguard World Fund -
International Growth Portfolio and is managed by Schroeder Capital
Management International.
Over-the-Counter ("OTC") Equity Fund - Invested primarily in securities
traded in the OTC securities market. This registered investment fund is a
publicly traded mutual fund known as the Fidelity OTC Portfolio and is
managed by Fidelity Management and Research.
4
<PAGE>
Real Estate Fund - Effective June 30, 1996, the Real Estate Fund is no
longer an investment option of the Plan, as approved by Management. All
assets within this fund were redirected to other investment funds as
specified by the participants.
Balanced Index Fund - The Vanguard Balanced Index Fund was added as an
investment option as of July 1, 1996. This registered investment fund is a
publicly traded mutual fund that invests approximately 60 percent in equity
securities, which attempts to mirror the Willshire 5000 Equity Index, and
40 percent in high-quality bonds, which attempts to mirror the Lehman
Brothers Aggregate Bond Index.
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.
The following number of employees were participating in the various funds
at December 31, 1996 and 1995, respectively.
1996 1995
Company Stock Fund 1,038 1,347
S&P 500 Index Fund 1,118 1,132
Income Fund 1,189 1,571
OTC Equity Fund 852 865
International Equity Fund 680 697
Balanced Index Fund 180 -
Real Estate Fund - 148
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. Repayments are
made through payroll deductions and are reinvested in Plan funds at the
borrowing participant's directions. Loans outstanding are included in the
Loan Fund in the accompanying Statement of Net Assets Available for
Benefits.
5
<PAGE>
Contributions
A participant may elect to make regular semi-monthly basic contributions
(either before-tax or after-tax)from 2% to 8% of his or her total eligible
compensation. The employer company matches, by cash payment, up to 6% of
total eligible compensation of a participant with less than 10 years of
service and up to 8% of total eligible compensation for a participant with
10 or more years of service. In addition, if a participant has elected the
maximum basic contribution eligible for a matching company contribution, he
or she may make supplemental contributions (after-tax) 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.
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 the 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>
Income Taxes
The Internal Revenue Service advised BR on August 30, 1995, via
determination letter, that the Plan constitutes a qualified plan under
Section 401(a) of the Internal Revenue Code. The trust is therefore exempt
from Federal income taxes.
2. Accounting Policies
Principles of Reporting
The accounting records of the Plan are maintained on the accrual basis in
accordance with Generally Accepted Accounting Principles ("GAAP"), except
for benefit claims as discussed in Note 4. The preparation of the Plan's
financial statements in conformity with GAAP requires certain estimates and
assumptions. Actual results could differ from estimates. The financial
statements for previous periods include certain reclassifications that were
made to conform to current presentation. Such reclassifications have no
impact on previously reported Net Assets Available for Benefits.
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. Investments in registered investment company
funds are carried at fair value as determined by the fund manager based on
the fair value of the underlying securities. Investment contracts, which
are fully benefit responsive, are carried at contract value. The fair value
of investment contracts as of December 31, 1996 and 1995 was approximately
$68,100,000 and $76,700,000, 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 1996 and
1995 was 6.51% and 6.34%, respectively. The crediting interest rates ranged
from 4.50% to 9.25% at December 31, 1996 and 3.55% to 9.32% at December 31,
1995. No valuation reserve was recorded at December 31, 1996 or 1995. Loans
to participants are carried at the original loan principal balance, less
principal payments, which approximates fair value.
Purchases and Sales of Securities
Purchases and sales of securities are reflected on a settlement-date basis.
The basis of securities sold is determined by average cost.
7
<PAGE>
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.
Expenses and Fees
Certain administrative expenses and professional fees incurred by the Plan,
for active participants, are paid by BR. Deferred participants (retired and
severed employees) are charged an annual administrative fee to maintain
their accounts. Trustee expenses and certain investment fees are charged to
the participants.
Net Appreciation (Depreciation) in the Fair Value of Investments
Net appreciation (depreciation) in the fair value of the Plan investments
which consists of net realized and unrealized appreciation (depreciation)
are presented in the Statement of Changes in Net Assets Available for
Benefits. This appreciation (depreciation) is allocated to participants
based upon their proportionate share of assets in each investment fund.
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,
1996
-----------
<S> <C>
Market values determined by quoted
market prices
Company common stock ........................ $ 7,625,932
Registered investment companies ............. 4,227,897
Estimated market values
Common and Collective Trusts ................ 5,125,167
-----------
Total net appreciation .................... $16,978,996
===========
</TABLE>
8
<PAGE>
4. Reconciliation of Financial Statements to Form 5500
The following is a reconciliation of net assets available for benefits as
presented in the Statement of Net Assets Available for Benefits on page 2
of these financial statements to Form 5500.
<TABLE>
<CAPTION>
December 31,
--------------------------
1996 1995
------------- ------------
<S> <C> <C>
Net assets available for benefits per the financial
statements .................................... $157,106,635 $152,298,090
Amounts allocated to withdrawing participants ..... (275,873) --
------------- ------------
Net assets available for benefits per Form 5500 ... $156,830,762 $152,298,090
============= ============
</TABLE>
The following is a reconciliation of benefits paid to participants as
presented in the Statement of Changes in Net Assets Available for Benefits
on page 3 of these financial statements to Form 5500.
<TABLE>
<CAPTION>
Year Ended
December 31,
1996
-----------
<S> <C>
Participant withdrawals and distributions per the
financial statements ................................ $32,554,866
Amounts allocated to withdrawing participants at
December 31, 1996 ................................... 275,873
-----------
Participant withdrawals and distributions per Form 5500 . $32,830,739
===========
</TABLE>
Amounts allocated to withdrawing participants are recorded on Form 5500 for
benefit claims that have been processed and approved for payment prior to
December 31, 1996 but have not yet been paid.
9
<PAGE>
5. 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
investment options as described in Note 1. The Income Fund holds
approximately 42% and 50% of the investments of the Plan at December 31,
1996 and 1995, 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.
6. Investments
Investments that comprised 5% or more of the net assets available for
benefits follow.
<TABLE>
<CAPTION>
December 31,
-------------------------
1996 1995
----------- -----------
<S> <C> <C>
BR common stock ................................... $24,803,693 $27,427,390
Northern Trust Collective Daily Stock
Index Fund .................................... $26,937,750 $21,260,581
Vanguard World Fund -
International Growth Portfolio ................ $ 9,991,977 $ 8,003,399
Fidelity Securities Fund
OTC Portfolio ................................. $14,498,026 $10,980,730
Bankers Trust (Delaware)
guaranteed investment contract #92-493 ........ $ 8,307,122 $ 7,816,562
Provident Life & Accident Insurance Company
guaranteed investment contract #630-05573 ..... $ 8,363,163 $ 7,905,068
</TABLE>
10
<PAGE>
<TABLE>
7. Fund Information - allocation of Net assets available for benefits to investment programs
<CAPTION>
December 31, 1996
--------------------------------------------------------------------------
Company S&P 500 International OTC Equity Balanced
Stock Fund Index Fund Equity Fund Fund Index Fund
----------- ------------ ------------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Investments
At fair value
BR common stock .................... $24,803,693
Equity interests ................... $26,937,750 $ 9,991,977 $14,498,026 $5,248,521
At contract value
Investment contracts with
insurance companies ............
Investment contract with bank ......
At cost, which approximates fair value
Loans ..............................
Cash and cash equivalents .......... 1,084,862 355,067 77,548 130,231 37,050
Dividends and interest receivable .......... 70,825 218 82 117 42
----------- ----------- ----------- ------------ -----------
Total Assets .................... 25,959,380 27,293,035 10,069,607 14,628,374 5,285,613
----------- ----------- ----------- ------------ -----------
Administrative expense payable ............. 3,284 7,181 1,437 1,718 1,067
----------- ----------- ----------- ------------ -----------
Net assets available for benefits $25,956,096 $27,285,854 $10,068,170 $14,626,656 $5,284,546
=========== =========== =========== ============ ===========
December 31, 1996
------------------------------------------
Income Loan
Fund Fund Total
----------- ---------- -------------
<S> <C> <C> <C>
Investments
At fair value
BR common stock .................... $ 24,803,693
Equity interests ................... 56,676,274
At contract value
Investment contracts with
insurance companies ............ $58,022,984 58,022,984
Investment contract with bank ...... 8,307,122 8,307,122
At cost, which approximates fair value
Loans .............................. $5,873,596 5,873,596
Cash and cash equivalents .......... 1,726,389 3,411,147
Dividends and interest receivable .......... 6,490 77,774
----------- ---------- ------------
Total Assets .................... 68,062,985 5,873,596 157,172,590
----------- ---------- ------------
Administrative expense payable ............. 36,268 15,000 65,955
----------- ---------- ------------
Net assets available for benefits $68,026,717 $5,858,596 $157,106,635
=========== ========== ============
</TABLE>
11
<PAGE>
<TABLE>
7. Fund Information - allocation of Net assets available for benefits to investment programs
<CAPTION>
December 31, 1995
--------------------------------------------------------------------------
Company S&P 500 International OTC Equity Real Estate
Stock Fund Index Fund Equity Fund Fund Fund
----------- ----------- ------------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Investments
At fair value
BR common stock ......................... $27,427,390
Equity interests ........................ $21,260,581 $8,003,399 $10,980,730 $733,100
At contract value
Investment contracts with
insurance companies .................
Investment contract with bank ...........
At cost, which approximates fair value
Loans ...................................
Cash and cash equivalents ............... 1,084,799
Dividends and interest receivable ............... 130,242 22,322 11,426 16,163 1,032
Employer contributions receivable ............... 53,585 43,225 19,292 29,501 2,071
Participant contributions receivable ............ 112,484 98,920 45,522 73,336 4,274
Interfund receivable (payable) .................. 123,980 (26,908) (26,830)
----------- ----------- ---------- ----------- --------
Total assets .................... 28,932,480 21,398,140 8,079,639 11,072,900 740,477
Administrative expense payable .................. 3,298 4,995 1,325 1,550 793
----------- ----------- ---------- ----------- --------
Net assets available for benefits $28,929,182 $21,393,145 $8,078,314 $11,071,350 $739,684
=========== =========== ========== =========== ========
December 31, 1995
--------------------------------------------
Income Loan
Fund Fund Total
------------- ----------- ------------
<S> <C> <C> <C>
Investments
At fair value
BR common stock ......................... $ 27,427,390
Equity interests ........................ 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
Loans ................................... $6,684,670 6,684,670
Cash and cash equivalents ............... 80,069 1,164,868
Dividends and interest receivable ............... 103,116 284,301
Employer contributions receivable ............... 96,261 243,935
Participant contributions receivable ............ 198,849 533,385
Interfund receivable (payable) .................. (70,242)
----------- ---------- -------------
Total assets .................... 75,440,519 6,684,670 152,348,825
Administrative expense payable .................. 38,774 50,735
----------- ---------- ------------
Net assets available for benefits $75,401,745 $6,684,670 $152,298,090
=========== ========== ============
</TABLE>
12
<PAGE>
<TABLE>
8.Fund Information - allocation of changes in net assets available for benefits to investment programs
Year Ended December 31, 1996
<CAPTION>
---------------------------------------------------------------------------
Company S&P 500 International OTC Equity Real Estate
Stock Fund Index Fund Equity Fund Fund Fund
----------- ------------- ------------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Dividends ....................................... $ 359,182 $ 110,800 $ 32,898
Interest income ................................. 58,063 $ 3,489 1,254 1,820
Net appreciation(depreciation)in
the fair value of investments ................ 7,625,932 5,157,122 1,143,388 2,777,182 $(31,955)
----------- ----------- ----------- ----------- --------
Net investment income(loss) ............. 8,043,177 5,160,611 1,255,442 2,811,900 (31,955)
Contributions
Employer ...................................... 1,384,504 1,271,666 595,464 880,188 25,053
Participant ................................... 1,715,421 1,717,953 812,289 1,233,614 30,625
Interfund transfers ............................. (9,862,717) 2,291,570 1,052,268 1,229,458 (743,524)
Withdrawals, distributions and other (4,253,471) (4,549,091) (1,725,607) (2,599,854) (19,883)
----------- ----------- ----------- ----------- --------
Net increase (decrease) ................. (2,973,086) 5,892,709 1,989,856 3,555,306 (739,684)
----------- ----------- ----------- ----------- --------
Net assets available for benefits
Beginning of year ............................ 28,929,182 21,393,145 8,078,314 11,071,350 739,684
----------- ----------- ----------- ----------- --------
End of year .................................. $25,956,096 $27,285,854 $10,068,170 $14,626,656 $ -
=========== =========== =========== =========== ========
Year Ended December 31, 1996
---------------------------------------------------------------
Balanced Income Loan
Index Fund Fund Fund Total
------------- ------------- ---------- ------------
<S> <C> <C> <C> <C>
Dividends ....................................... $ 115,055 $ 617,935
Interest income ................................. 726 $ 4,443,789 $ 536,919 5,046,060
Net appreciation(depreciation)in
the fair value of investments ................ 307,327 16,978,996
---------- ----------- ---------- ------------
Net investment income(loss) ............. 423,108 4,443,789 536,919 22,642,991
Contributions
Employer ...................................... 27,085 2,371,091 6,555,051
Participant ................................... 37,951 2,891,888 8,439,741
Interfund transfers ............................. 5,302,551 1,508,492 (778,098) --
Withdrawals, distributions and other (506,149) (18,590,288) (584,895) (32,829,238)
---------- ----------- ---------- ------------
Net increase (decrease) ................. 5,284,546 (7,375,028) (826,074) 4,808,545
---------- ----------- ---------- ------------
Net assets available for benefits
Beginning of year ............................ 75,401,745 6,684,670 152,298,090
---------- ----------- ---------- ------------
End of year .................................. $5,284,546 $68,026,717 $5,858,596 $157,106,635
========== =========== ========== ============
</TABLE>
13
<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 table of
contents 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 benefits of the Plan as of
December 31, 1996 and 1995, and the changes in net assets available for benefits
for the year ended December 31, 1996, 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 table of contents on Page 1 are presented for the purpose of
additional analysis and are not a required part of the basic financial
statements but are supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. 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 20, 1997
14
<PAGE>
SUPPLEMENTAL SCHEDULES
<PAGE>
<TABLE>
Schedule I
Burlington Resources Inc. Retirement Savings Plan
Line 27a - Schedule of Assets Held for Investment Purposes
December 31, 1996
EIN: 91-1413284
Plan: 002
1996 Form 5500
<CAPTION>
Number of (e)
Shares or Current
Principal (d) Value/
(a) (b)(c) Amount Cost Fair Value
---------- ---------- ----------
<S> <C> <C> <C>
Burlington Resources Cash Clearing Account ...................................... $1,115,396 $1,115,396 $1,115,396
---------- ----------
INCOME FUND
Temporary Investments
* Northern Trust Collective Short-term fund $1,402,693 $1,402,693 $1,402,693
---------- ----------
Investment Contracts
Insurance company investment contracts at contract value
John Hancock Mutual Life Insurance Company
#7216, 5.24%, matures 10/6/98 ................................... $2,935,953 $2,935,953 $2,935,953
#7354, 5.81%, matures 4/30/99 ................................... 3,493,834 3,493,834 3,493,834
#7474, 7.21%, matures 5/1/04 .................................... 7,488,897 7,488,897 7,488,897
#7474-2, 4.50%, matures 7/1/99 .................................. 2,683,069 2,683,069 2,683,069
MBL Life Assurance Co. ..............................................
#9-5294-1, 5.10%, matures 12/31/99 .............................. 98,672 98,672 98,672
#9-5294-2, 5.10%, matures 12/31/99 .............................. 143,848 143,848 143,848
#9-5294-3, 5.10%, matures 12/31/99 .............................. 115,912 115,912 115,912
MBL Life Assurance Co. ..............................................
#6-5294-1, 6.35%, matures 12/31/03 .............................. 732,399 732,399 732,399
#6-5294-2, 6.35%, matures 12/31/03 .............................. 1,067,725 1,067,725 1,067,725
#6-5294-3, 6.35%, matures 12/31/03 .............................. 860,367 860,367 860,367
Prudential Insurance Company
#7324-211, 7.57%, matures 5/1/97 ................................ 2,433,991 2,433,991 2,433,991
#7479-15, 6.16%, matures 2/15/99 ................................ 1,035,423 1,035,423 1,035,423
Commonwealth
#00129TR, 7.485%, matures 4/27/00 ............................... 5,972,982 5,972,982 5,972,982
Aetna Life Insurance Company
#13823-002, 8.44%, matures 3/31/97 .............................. 1,114,941 1,114,941 1,114,941
</TABLE>
15
<PAGE>
<TABLE>
Schedule I
Burlington Resources Inc. Retirement Savings Plan
Line 27a - Schedule of Assets Held for Investment Purposes
December 31, 1996
EIN: 91-1413284
Plan: 002
1996 Form 5500
<CAPTION>
Number of (e)
Shares or Current
Principal (d) Value/
(a) (b)(c) Amount Cost Fair Value
----------- ----------- ------------
INCOME FUND, continued
<S> <C> <C> <C>
Continental Assurance Company
#12625, 8.57%, matures 4/1/97 .............................. $ 775,764 $ 775,764 $ 775,764
Provident National Assurance
#028-05656, 5.05%, matures 7/31/97 ......................... 3,486 3,486 3,486
Massachusetts Mutual
#10516, 6.27%, matures 10/5/15 ............................. 2,264,104 2,264,104 2,264,104
New York Life Insurance
#20030-18C, 6.24%, matures 3/2/98 .......................... 1,023,526 1,023,526 1,023,526
#06753-002, 5.62%, matures 5/14/98 ......................... 2,070,519 2,070,519 2,070,519
#06753, 5.33%, matures 11/28/97 ............................ 2,082,067 2,082,067 2,082,067
Metropolitan Life
#13025, 6.05%, matures 1/2/01 .............................. 5,716,859 5,716,859 5,716,859
Provident Life & Accident
#630-05573, 5.85%, matures 9/1/03 .......................... 8,363,163 8,363,163 8,363,163
Allstate Life Insurance Company
#5689, 8.13%, matures 11/1/99 .............................. 2,312,884 2,312,884 2,312,884
Transamerica Life
#76573, 6.13%, matures 11/15/04 ............................ 3,232,599 3,232,599 3,232,599
----------- -----------
Total insurance company investment contracts .......... $58,022,984 $58,022,984
----------- -----------
Bank investment contract at contract value
Bankers Trust (Delaware)
#92-493, 6.67%, matures 9/30/00 ............................ $ 8,307,122 $ 8,307,122 8,307,122
----------- -----------
Total investments - Income Fund ........................ $67,732,799 $67,732,799
----------- -----------
</TABLE>
16
<PAGE>
<TABLE>
Schedule I
Burlington Resources Inc. Retirement Savings Plan
Line 27a - Schedule of Assets Held for Investment Purposes
December 31, 1996
EIN: 91-1413284
Plan: 002
1996 Form 5500
<CAPTION>
Number of (e)
Shares or Current
Principal (d) Value/
(a) (b)(c) Amount Cost Fair Value
------------- ------------ ------------
<S> <C> <C> <C>
LOAN FUND
Loan fund, 7% to 10% .......................................... $ 5,873,596 $ -- $ 5,873,596
------------ ------------
Determined by Quoted Market Price
COMPANY STOCK FUND
* BR common stock 492,381 $ 18,606,817 $ 24,803,693
* Northern Trust Collective Short-term Fund $ 893,058 893,058 893,058
------------ ------------
Total investments - Company Stock Fund ................ $ 19,499,875 $ 25,696,751
------------ ------------
INTERNATIONAL EQUITY FUND
Vanguard World Fund - International Growth Portfolio ...... 607,046 $ 8,555,510 $ 9,991,977
------------ ------------
OTC EQUITY FUND
Fidelity Securities Fund OTC Portfolio .................... 443,229 $ 12,577,265 $ 14,498,026
------------ ------------
BALANCED INDEX FUND
Vanguard Balanced Index Fund .............................. 377,048 $ 5,002,704 $ 5,248,521
------------ ------------
Determined by Estimated Fair Value
S&P 500 INDEX FUND
* Northern Trust Daily Stock Index Fund 1,520,189 $ 18,816,914 $ 26,937,750
------------ ------------
Total investments ......................................... $133,300,463 $157,094,816
============ ============
</TABLE>
17
<PAGE>
<TABLE>
Schedule II
Burlington Resources Inc. Retirement Savings Plan
Line 27d - Schedule of Reportable Transactions
Year Ended December 31, 1996
<CAPTION>
EIN: 91-1413284
Plan: 002
1996 Form 5500
(b) (c) (d) (f) (g) (h) (i)
Cost of
Purchase Selling Transaction Historical Securities Net
Description of Securities Price Price Fees Cost Purchased Gain/Loss
- ------------------------------------------- ------------ ----------- ----------- ----------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
Single Transactions
None
</TABLE>
18
<PAGE>
<TABLE>
Schedule II
Burlington Resources Inc. Retirement Savings Plan
Line 27d - Schedule of Reportable Transactions
Year Ended December 31, 1996
<CAPTION>
EIN: 91-1413284
Plan: 002
1996 Form 5500
(b) (c) (d) (f) (g) (h) (i)
Current Value
Expense of Asset on
Purchase Selling Incurred with Cost of Transaction Net
Description of Asset Price Price Transaction Asset Date Gain
- ----------------------------------- ------------ ----------- ---------- ----------- ------------ -----------
Series of Transactions
<S> <C> <C> <C> <C> <C> <C>
BR common stock
259,433 shares bought in 31 transactions .... $10,820,107 $ 12,972 $10,820,107 $10,820,107
430,551 shares sold in 54 transactions ...... $19,570,245 22,364 15,479,163 19,570,245 $4,068,718
Northern Trust Daily Stock Index Fund
475,080 units bought in 130 transactions .... 7,518,276 7,518,276 7,518,276
423,725 units sold in 102 transactions ...... 6,905,434 5,045,362 6,905,434 1,860,072
Fidelity OTC Portfolio
295,345 units bought in 130 transactions .... 9,290,185 9,290,185 9,290,185
136,024 units sold in 97 transactions ....... 4,406,294 3,721,353 4,406,294 684,941
</TABLE>
19
<PAGE>
<TABLE>
Schedule II
Burlington Resources Inc. Retirement Savings Plan
Line 27d - Schedule of Reportable Transactions
Year Ended December 31, 1996
<CAPTION>
EIN: 91-1413284
Plan: 002
1996 Form 5500
(b) (c) (d) (f) (g) (h) (i)
Current Value
Expense of Asset on
Purchase Selling Incurred with Cost of Transaction Net
Description of Asset Price Price Transaction Asset Date Gain
- ------------------------------------------------- ---------- ---------- ---------- ----------- ----------- ---------
Series of Transactions
<S> <C> <C> <C> <C> <C> <C>
Allstate investment contract # 5689
6,858,864 shares purchased in 20 transactions $6,858,864 $ 6,858,864 $ 6,858,864
6,723,082 shares sold in 11 transactions $6,723,082 6,723,082 6,723,082
Commonwealth Life Insurance investment
contract # 00129TR
9,114,876 shares bought in 2 transactions 9,114,876 9,114,876 9,114,876
3,141,894 shares sold in 3 transactions 3,141,894 3,141,894 3,141,894
Northern Trust Collective Short-term Fund
56,223,405 increases on 132 days 56,223,405 56,223,405
53,977,127 decreases on 126 days 53,977,127 53,977,127
Loan Fund
3,440,063 shares bought in 53 transactions 3,440,063 3,440,063 3,440,063
4,283,998 shares bought in 66 transactions 4,283,998 4,283,998 4,283,998
</TABLE>
20
<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, 1997 /s/William B. Usher
William B. Usher
Vice President, Human Resources
and Administration
Exhibit 23
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 20, 1997, on
our audits of the financial statements and supplemental schedules of the Plan as
of December 31, 1996 and 1995, and for the year ended December 31, 1996, which
report is included in this Annual Report on Form 11-K.
/s/ Coopers & Lybrand L.L.P.
Houston, Texas
June 27, 1997
21
