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, 1997
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, 1997 and 1996 and
for the Year Ended December 31, 1997
<PAGE>
Burlington Resources Inc. Retirement Savings Plan
Table of Contents
Page
Financial Statements
Statement of Net Assets Available for Benefits as of
December 31, 1997 and 1996 2
Statement of Changes in Net Assets Available for Benefits
for the year ended December 31, 1997 3
Notes to Financial Statements 4
Report of Independent Accountants 13
Supplemental Schedules
Schedule I - Line 27a - Schedule of Assets Held for Investment
Purposes as of December 31, 1997 14
Schedule II - Line 27d - Schedule of Reportable Transactions
for the year ended December 31, 1997 17
Exhibit
23 Consent of Independent Accountants 20
<PAGE>
<TABLE>
<CAPTION>
Burlington Resources Inc. Retirement Savings Plan
Statement of Net Assets Available for Benefits
December 31,
----------------------------
1997 1996
------------- ------------
ASSETS
<S> <C> <C>
Investments
At fair value
Common Stock
Company Stock Fund, cost $26,379,613 and
$18,606,817, respectively .............................. $ 28,439,626 $ 24,803,693
Common and Collective Trusts
S&P 500 Index Fund, cost $22,743,286 and
$18,816,914, respectively .............................. 37,639,517 26,937,750
Registered Investment Companies
International Equity Fund, cost $10,447,880 and
$8,555,510, respectively ............................... 11,338,731 9,991,977
Over-the-Counter Equity Fund, cost $15,706,796
and $12,577,265, respectively .......................... 17,193,094 14,498,026
Balanced Index Fund, cost $6,615,279
and $5,002,704, respectively ........................... 7,533,848 5,248,521
Participants' notes receivable ............................ 5,406,660 5,873,596
Cash and cash equivalents ................................. 2,540,974 3,411,147
At contract value
Unallocated Investment Contracts
Income Fund, investment contracts with insurance companies 46,687,638 58,022,984
Income Fund, investment contract with bank ............... 8,379,167 8,307,122
------------ ------------
Total investments ............................ 165,159,255 157,094,816
Dividends and interest receivable ................................ 322,796 77,774
------------ ------------
Total assets ............................ 165,482,051 157,172,590
------------ ------------
LIABILITIES
Administrative expense payable ................................... 47,922 65,955
------------ ------------
Net assets available for benefits ....... $165,434,129 $157,106,635
============ ============
</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,
1997
--------------------
<S> <C>
Interest income $ 4,555,269
Dividend income 710,939
Net appreciation in the fair
value of investments 9,197,562
--------------------
Net investment income 14,463,770
--------------------
Contributions
Employer 6,653,503
Participants' 8,784,621
--------------------
Total contributions 15,438,124
--------------------
Total additions 29,901,894
--------------------
Participants' withdrawals and distributions 21,381,284
Administrative expense 193,116
--------------------
Total deductions 21,574,400
--------------------
Net increase 8,327,494
Net assets available for benefits
Beginning of year 157,106,635
--------------------
End of year $ 165,434,129
====================
</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, defined contribution 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.
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 Fund
and is managed by Fidelity Management and Research.
Balanced Index Fund - Invested approximately 60 percent in equity
securities, which attempt to mirror the Willshire 5000 Equity Index and
40 percent in high-quality bonds, which attempt to mirror the Lehman
Brothers Aggregate Bond Index. This registered investment fund is a
publicly traded mutual fund known as Vanguard Balanced Index Fund
and is managed by The Vanguard Group.
4
<PAGE>
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, 1997 and 1996, respectively.
1997 1996
---- ----
Company Stock Fund 1,056 1,038
S&P 500 Index Fund 1,163 1,118
Income Fund 1,072 1,189
OTC Equity Fund 875 852
International Equity Fund 692 680
Balanced Index Fund 223 180
Participants' Notes Receivable
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
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.
Participants' notes receivable are included in the Loan Fund in Notes 7
and 8.
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 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 employer
contribution, he or she may make supplemental contributions (after-tax)
to the Plan of 1% to 5% of his or her total eligible 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). In addition, a participant may make an approved rollover
contribution of a distribution received from another qualified employee
benefit plan. All employer and participant contributions are paid to the
Plan's trustee semi-monthly.
5
<PAGE>
Vesting
A participant's account is 100% vested and nonforfeitable at all times.
Participants' Withdrawals and Distributions
The Plan provides for several different types of withdrawals by
participants. Early withdrawals from the participant's basic employer
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 of the Plan
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.
Income Taxes
On June 1, 1995, the Internal Revenue Service advised, via
determination letter, that the Plan constitutes a qualified plan under
Section 401(a) of the Internal Revenue Code. The Plan 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
except for benefit claims as discussed in Note 4, in accordance with
generally accepted accounting principles ("GAAP"). The preparation of
the Plan's financial statements in conformity with GAAP requires
certain estimates and assumptions. Actual results could differ from
estimates.
Investments
The Plan's investments, except for its investment contracts, are stated
at fair value. Investment contracts, which are fully benefit responsive,
are carried at contract value. Fair value for investments other than
participants' notes receivable is determined by quoted market prices.
Participants' notes receivable are carried at original loan principal
balance, less principal repayments which approximates fair value.
6
<PAGE>
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.
Dividend and Interest Income
Dividend and interest income from investments are recorded as earned and
allocated to participants based upon their proportionate share of assets
in each investment fund.
Administrative Expense
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.
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,
1997
-----------
<S> <C>
Market values determined by quoted
market prices
BR common stock ................................. $(2,643,479)
Registered investment companies ................. 2,641,912
Estimated market values
Common and Collective Trusts .................... 9,199,129
-----------
Total net appreciation .............. $ 9,197,562
===========
</TABLE>
7
<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,
-------------------------------
1997 1996
------------- -------------
<S> <C> <C>
Net assets available for benefits per the financial
statements ..................................... $ 165,434,129 $ 157,106,635
Amounts allocated to withdrawing participants ...... -- (275,873)
------------- -------------
Net assets available for benefits per Form 5500 .... $ 165,434,129 $ 156,830,762
============= =============
</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,
1997
------------
<S> <C>
Participants' withdrawals and distributions per the
financial statements ....................................... $ 21,381,284
Amounts allocated to withdrawing participants at
December 31, 1996 .......................................... (275,873)
------------
Participants' withdrawals and distributions per Form 5500 ...... $ 21,105,411
============
</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 not paid as of that date.
8
<PAGE>
5. Investments
Investments that comprised 5% or more of the net assets available for
benefits follow.
<TABLE>
<CAPTION>
December 31,
-------------------------
1997 1996
----------- -----------
<S> <C> <C>
BR common stock $28,439,626 $24,803,693
Northern Trust Collective Daily Stock
Index Fund $37,639,517 $26,937,750
Vanguard World Fund -
International Growth Portfolio $11,338,731 $ 9,991,977
Fidelity Securities Fund
OTC Portfolio $17,193,094 $14,498,026
Bankers Trust (Delaware)
guaranteed investment contract #92-493 $ 8,379,167 $ 8,307,122
Provident Life & Accident Insurance Company
guaranteed investment contract #630-05573 -- $ 8,363,163
Continental Assurance Company
guaranteed investment contract #630-05573 $ 8,850,646 --
John Hancock Mutual Life Insurance Company
guaranteed investment contract #7474 $10,582,423 --
</TABLE>
6. Investment Contracts
The fair value of investment contracts as of December 31, 1997 and 1996
was approximately $55,950,000 and $66,700,000, 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 1997 and 1996 was 6.77% and 6.51%, respectively. The
crediting interest rates ranged from 4.50% to 9.75% at December 31, 1997
and 4.50% to 9.25% at December 31, 1996.
9
<PAGE>
<TABLE>
7. Fund Information
Allocation of net assets available for benefits to investment funds
<CAPTION>
December 31, 1997
------------------------------------------------------
Company S&P 500 International OTC Equity
Stock Fund Index Fund Equity Fund Fund
------------ ----------- ----------- -----------
<S> <C> <C> <C> <C>
Investments
At fair value
BR common stock ..................... $28,439,626
Mutual funds ........................ $37,639,517 $11,338,731 $17,193,094
Participants' notes receivable ......
Cash and cash equivalents ........... 1,390,287 217 82 117
At contract value
Investment contracts with
insurance companies .............
Investment contract with bank .......
Dividends and interest receivable ........... 90,710
----------- ----------- ----------- -----------
Total Assets .............. 29,920,623 37,639,734 11,338,813 17,193,211
----------- ----------- ----------- -----------
Administrative expense payable .............. 3,124 7,532 1,563 1,919
----------- ----------- ----------- -----------
Net assets available for benefits $29,917,499 $37,632,202 $11,337,250 $17,191,292
=========== =========== =========== ===========
December 31, 1997
-----------------------------------------------------
Balanced Income Loan
Index Fund Fund Fund Total
------------ ----------- ----------- ------------
<S> <C> <C> <C> <C>
Investments
At fair value
BR common stock ..................... $28,439,626
Mutual funds ........................ $ 7,533,848 73,705,190
Participants' notes receivable ...... $ 5,406,660 5,406,660
Cash and cash equivalents ........... 25,802 $ 1,124,469 2,540,974
At contract value
Investment contracts with
insurance companies ............. 46,687,638 46,687,638
Investment contract with bank ....... 8,379,167 8,379,167
Dividends and interest receivable ........... 137,219 94,867 322,796
----------- ----------- ---------- ------------
Total Assets .............. 7,696,869 56,286,141 5,406,660 165,482,051
----------- ----------- ---------- ------------
Administrative expense payable .............. 1,221 32,563 47,922
----------- ----------- ---------- ------------
Net assets available for benefits $ 7,695,648 $56,253,578 $5,406,660 $165,434,129
=========== =========== ========== ============
</TABLE>
10
<PAGE>
<TABLE>
7. Fund Information (continued)
Allocation of net assets available for benefits to investment funds
<CAPTION>
December 31, 1996
-----------------------------------------------------
Company S& P 500 International OTC Equity
Stock Fund Index Fund Equity Fund Fund
----------- ------------ ------------- -----------
<S> <C> <C> <C> <C>
Investments
At fair value
BR common stock ............... $24,803,693
Mutual funds .................. $26,937,750 $ 9,991,977 $14,498,026
Participants' notes receivable
Cash and cash equivalents ..... 1,084,862 355,067 77,548 130,231
At contract value
Investment contracts with
insurance companies ......
Investment contract with bank .
Dividends and interest receivable 70,825 218 82 117
----------- ----------- ----------- -----------
Total assets ............. 25,959,380 27,293,035 10,069,607 14,628,374
----------- ----------- ----------- -----------
Administrative expense payable .. 3,284 7,181 1,437 1,718
----------- ----------- ----------- -----------
Net assets available for benefits $25,956,096 $27,285,854 $10,068,170 $14,626,656
=========== =========== =========== ===========
December 31, 1996
----------------------------------------------------
Balanced Income Loan
Index Fund Fund Fund Total
---------- ------------ ----------- ------------
<S> <C> <C> <C> <C>
Investments
At fair value
BR common stock ............... $24,803,693
Mutual funds .................. $ 5,248,521 56,676,274
Participants' notes receivable $5,873,596 5,873,596
Cash and cash equivalents ..... 37,050 $ 1,726,389 3,411,147
At contract value
Investment contracts with
insurance companies ...... 58,022,984 58,022,984
Investment contract with bank . 8,307,122 8,307,122
Dividends and interest receivable 42 6,490 77,774
----------- ----------- ----------- ------------
Total assets ............. 5,285,613 68,062,985 5,873,596 157,172,590
----------- ----------- ----------- ------------
Administrative expense payable .. 1,067 36,268 15,000 65,955
----------- ----------- ----------- ------------
Net assets available for benefits $ 5,284,546 $68,026,717 5,858,596 $157,106,635
=========== =========== =========== ============
</TABLE>
11
<PAGE>
<TABLE>
8. Fund Information
Allocation of changes in net assets available for benefits to investment funds
<CAPTION>
Year Ended December 31, 1997
--------------------------------------------------------------
Company S&P 500 International OTC Equity
Stock Fund Index Fund Equity Fund Fund
------------ ------------- ------------ ------------
<S> <C> <C> <C> <C>
Interest income ...................... $ 57,454 $ 3
Dividend income ...................... 303,022 $ 139,898
Net appreciation (depreciation) in the
fair value of investments .......... (2,643,479) 9,199,129 252,870 $ 1,368,706
------------- ------------ ------------ ------------
Net investment income (loss) . (2,283,003) 9,199,132 392,768 1,368,706
Contributions
Employer ......................... 1,240,715 1,561,702 643,778 994,784
Participants' .................... 1,593,559 2,208,770 857,197 1,369,565
Interfund transfers .................. 6,058,797 1,422,072 311,529 272,514
Withdrawals, distributions and other . (2,648,665) (4,045,328) (936,192) (1,440,933)
------------- ------------ ------------ ------------
Net increase (decrease) ...... 3,961,403 10,346,348 1,269,080 2,564,636
Net assets available for benefits
Beginning of year ................ 25,956,096 27,285,854 10,068,170 14,626,656
------------ ------------ ------------ ------------
End of year ...................... $ 29,917,499 $ 37,632,202 $ 11,337,250 $ 17,191,292
============= ============ ============ ============
Year Ended December 31, 1997
---------------------------------------------------------
Balanced Income Loan
Index Fund Fund Fund Total
----------- ----------- ------------ -------------
<S> <C> <C> <C> <C>
Interest income ...................... $ 4,012,361 $ 485,451 $ 4,555,269
Dividend income ...................... $ 268,019 710,939
Net appreciation (depreciation) in the
fair value of investments .......... 1,020,316 20 9,197,562
----------- ------------ ----------- -------------
Net investment income (loss) . 1,288,335 4,012,381 485,451 14,463,770
Contributions
Employer ......................... 144,101 2,068,423 6,653,503
Participants' .................... 214,783 2,540,747 8,784,621
Interfund transfers .................. 1,331,372 (8,916,302) (479,982)
Withdrawals, distributions and other . (567,489) (11,478,388) (457,405) (21,574,400)
----------- ------------ ----------- -------------
Net increase (decrease) ...... 2,411,102 (11,773,139) (451,936) 8,327,494
Net assets available for benefits
Beginning of year ................ 5,284,546 68,026,717 5,858,596 157,106,635
----------- ------------ ----------- -------------
End of year ...................... $ 7,695,648 $ 56,253,578 $ 5,406,660 $ 165,434,129
=========== ============ =========== =============
</TABLE>
12
<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 the
Plan's 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, 1997 and 1996, and the changes in net assets available for benefits
for the year ended December 31, 1997, 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 25, 1998
13
<PAGE>
SUPPLEMENTAL SCHEDULES
<PAGE>
<TABLE>
Schedule I
Burlington Resources Inc. Retirement Savings Plan
Line 27a - Schedule of Assets Held for Investment Purposes
December 31, 1997
EIN: 91-1413284
Plan: 002
1997 Form 5500
<CAPTION>
(e)
Current
(d) Value/
(a) (b)(c) Cost Fair Value
---------- ----------
<S> <C> <C>
Temporary Investments
* Northern Trust Collective Short-term Fund .$ 2,540,974 $ 2,540,974
---------- ----------
INCOME FUND
Investment Contracts
John Hancock Mutual Life Insurance Company
#7216, 5.24%, matures 9/24/99 .......... $ 1,544,899 $ 1,544,899
#7354, 5.81%, matures 4/30/99 .......... 1,130,989 1,130,989
#7354-1, 6.14%, matures 8/1/02 ......... 822 822
#7474, 7.27%, matures 5/1/04 ........... 10,582,423 10,582,423
#7474-2, 4.50%, matures 7/1/99 ......... 294,688 294,688
MBL Life Assurance Co. ...................
#9-5294-1, 5.10%, matures 12/31/99 ..... 101,677 101,677
#9-5294-2, 5.10%, matures 12/31/99 ..... 148,229 148,229
#9-5294-3, 5.10%, matures 12/31/99 ..... 119,442 119,442
#6-5294-1, 9.75%, matures 12/31/03 ..... 779,563 779,563
#6-5294-2, 9.75%, matures 12/31/03 ..... 1,136,474 1,136,474
#6-5294-3, 9.75%, matures 12/31/03 ..... 915,766 915,766
Prudential Insurance Company
#7479-15, 5.94%, matures 2/15/99 ....... 299,337 299,337
Commonwealth
#00129TR, 7.89%, matures 4/27/00 ....... 4,289,999 4,289,999
Jackson National Life Insurance Company
#1094, 6.53%, matures 12/30/00 ......... 4,369,185 4,369,185
</TABLE>
14
<PAGE>
<TABLE>
Schedule I
Burlington Resources Inc. Retirement Savings Plan
Line 27a - Schedule of Assets Held for Investment Purposes
December 31, 1997
EIN: 91-1413284
Plan: 002
1997 Form 5500
<CAPTION>
(e)
Current
(d) Value/
(a) (b)(c) Cost Fair Value
----------- -----------
<S> <C> <C>
INCOME FUND, continued
Continental Assurance Company
#630-05573, 5.95%, matures 9/1/03 ............... $ 8,850,646 $ 8,850,646
Massachusetts Mutual
#10516, 6.10%, matures 10/5/15 .................. 1,931,327 1,931,327
New York Life Insurance
#20030-18C, 5.83%, matures 3/2/98 ............... 157,698 157,698
#06753-002, 5.62%, matures 5/14/98 .............. 1,000,000 1,000,000
#06753, 5.33%, matures 11/28/97 ................. 500,000 500,000
Metropolitan Life
#13025, 6.15%, matures 1/2/01 ................... 2,614,184 2,614,184
Allstate Life Insurance Company
#5689, 8.13%, matures 11/1/99 ................... 2,486,605 2,486,605
Transamerica Life
#76573, 6.34%, matures 11/15/04 ................. 3,433,685 3,433,685
----------- -----------
Total insurance company investment contracts $46,687,638 $46,687,638
----------- -----------
Bank investment contract at contract value
Bankers Trust (Delaware)
#92-493, 6.376%, matures 9/30/00 ................ $ 8,379,167 $ 8,379,167
----------- -----------
Total investments - Income Fund ............. $57,607,779 $57,607,779
----------- -----------
</TABLE>
15
<PAGE>
<TABLE>
Schedule I
Burlington Resources Inc. Retirement Savings Plan
Line 27a - Schedule of Assets Held for Investment Purposes
December 31, 1997
EIN: 91-1413284
Plan: 002
1997 Form 5500
<CAPTION>
(e)
Current
(d) Value/
(a) (b)(c) Cost Fair Value
------------ ------------
<S> <C> <C>
LOAN FUND
Loan fund, 7% to 10% ................................ $ -- $ 5,406,660
------------ ------------
COMPANY STOCK FUND
* BR common stock ..................................... $ 26,379,613 $ 28,439,626
------------ ------------
INTERNATIONAL EQUITY FUND
Vanguard World Fund - International Growth Portfolio $ 10,447,880 $ 11,338,731
------------ ------------
OTC EQUITY FUND
Fidelity Securities Fund OTC Portfolio ............. $ 15,706,796 $ 17,193,094
------------ ------------
BALANCED INDEX FUND
Vanguard Balanced Index Fund ....................... $ 6,615,279 $ 7,533,848
------------ ------------
S&P 500 INDEX FUND
* Northern Trust Daily Stock Index Fund .............. $ 22,743,286 $ 37,639,517
------------ ------------
Total investments .......................... $139,500,633 $165,159,255
============ ============
</TABLE>
16
<PAGE>
<TABLE>
Schedule II
Burlington Resources Inc. Retirement Savings Plan
Line 27d - Schedule of Reportable Transactions
Year Ended December 31, 1997
<CAPTION>
EIN: 91-1413284
Plan: 002
1997 Form 5500
(b) (c) (d) (f) (g) (h) (i)
Expenses Current Value
Purchase Selling Incurred with Cost of of Asset on Net
Description of Securities Price Price Transaction Asset Transaction date Gain/Loss
- -------------------------------- ----------- ---------- ------------ ---------- --------------- ----------
<S> <C> <C> <C> <C> <C> <C>
Single Transactions
- -------------------
Provident Life & Accident ....... $8,722,825 $8,722,825 $8,722,825 --
#630-05573, 5.85%, matures 9/1/03
Continental Assurance ........... $8,722,825 8,722,825 --
#630-05573, 5.95%, matures 9/1/03
</TABLE>
17
<PAGE>
<TABLE>
Schedule II
Burlington Resources Inc. Retirement Savings Plan
Line 27d - Schedule of Reportable Transactions
Year Ended December 31, 1997
<CAPTION>
EIN: 91-1413284
Plan: 002
1997 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/Loss
- ------------------------------------- ----------- ------------ ---------- --------- ------------ -----------
Series of Transactions
- ----------------------
<S> <C> <C> <C> <C> <C> <C> <C>
BR common stock
bought in 51 transactions ........ $14,426,560 $14,426,560
sold in 23 transactions .......... $6,814,331 $5,477,210 6,814,331 $1,337,121
Northern Trust Daily Stock Index Fund
bought in 122 transactions ....... 8,011,807 8,011,807
sold in 95 transactions .......... 6,509,170 4,085,436 6,509,170 2,423,734
Allstate Investment contract #5689
bought in 19 transactions ........ 5,673,721 5,673,721
sold in 7 transactions ........... 5,500,000 5,500,000 5,500,000
Fidelity OTC Portfolio
bought in 114 transactions ....... 6,585,882 6,585,882
sold in 89 transactions .......... 4,050,396 3,456,351 4,050,396 594,045
</TABLE>
18
<PAGE>
<TABLE>
Schedule II
Burlington Resources Inc. Retirement Savings Plan
Line 27d - Schedule of Reportable Transactions
Year Ended December 31, 1997
<CAPTION>
EIN: 91-1413284
Plan: 002
1997 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/Loss
- ------------------------------------ ----------- ----------- ------------- --------- ------------ ----------
Series of Transactions
<S> <C> <C> <C> <C> <C> <C> <C>
Continental Assurance
#630-05573, 5.95%, matures 9/1/03 $8,850,646 $ 8,850,646
bought in 4 transactions
Provident Life
#630-05573, 5.85%, matures 9/1/03
bought in 11 transactions ....... 359,663 $ 359,663 359,663
sold in 1 transaction ........... $ 8,722,825 8,722,825 8,722,825
</TABLE>
19
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
25, 1998, on our audits of the financial statements and supplemental schedules
of the Plan as of December 31, 1997 and 1996, and for the year ended December
31, 1997, which report is included in this Annual Report on Form 11-K.
/s/ Coopers & Lybrand L.L.P.
Houston, Texas
June 25, 1998
20
