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, 1998
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, 1998 and 1997 and
for the Year Ended December 31, 1998
<PAGE>
Burlington Resources Inc. Retirement Savings Plan
Table of Contents
Page
Financial Statements
Statement of Net Assets Available for Benefits as
of December 31, 1998 and 1997 2
Statement of Changes in Net Assets Available for
Benefits for the year ended December 31, 1998 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, 1998 14
Schedule II - Line 27d - Schedule of Reportable Transactions for the
year ended December 31, 1998 17
Exhibit
23 Consent of Independent Accountants 19
<PAGE>
Burlington Resources Inc. Retirement Savings Plan
Statement of Net Assets Available for Benefits
<TABLE>
<CAPTION>
December 31,
---------------------------
1998 1997
------------ ------------
ASSETS
<S> <C> <C>
Investments
At fair value
BR Common Stock, cost $35,066,880 and
$26,379,613, respectively $ 30,982,238 $ 28,439,626
Common and Collective Trusts, cost $0 and
$22,743,286, respectively -- 37,639,517
Registered Investment Companies, cost $78,514,529 and
$32,769,955, respectively 88,042,289 36,065,673
Participants' notes receivable 6,203,392 5,406,660
Cash and cash equivalents 3,462,362 2,540,974
At contract value
Unallocated Investment Contracts 54,643,366 55,066,805
------------ ------------
Total investments 183,333,647 165,159,255
Dividends and interest receivable -- 322,796
------------ ------------
Total assets 183,333,647 165,482,051
------------ ------------
LIABILITIES
Administrative expense payable -- 47,922
------------ ------------
Net assets available for benefits $183,333,647 $165,434,129
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
<PAGE>
Burlington Resources Inc. Retirement Savings Plan
Statement of Changes in Net Assets
Available for Benefits
Year Ended
December 31,
1998
-------------
Interest income $ 4,030,003
Dividend income 2,645,203
Net appreciation in the fair value of investments 6,821,743
-------------
Net investment income 13,496,949
-------------
Contributions
Employer 6,733,522
Participants' 11,026,325
-------------
Total contributions 17,759,847
-------------
Total additions 31,256,796
-------------
Participants' withdrawals and distributions 13,196,637
Administrative expenses 160,641
-------------
Total deductions 13,357,278
-------------
Net increase 17,899,518
Net assets available for benefits
Beginning of year 165,434,129
-------------
End of year $ 183,333,647
=============
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" or the
"Company") 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, 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.
Investments
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>
Small-Cap Index Fund - Invests at least 65% of its total assets in common
stock, or other equity securities including preferred stocks, rights and
warrants of the second 1,000 largest U.S. corporations. This registered
investment fund is a publicly traded mutual fund know as Schwab Small-Cap
Index Fund and is managed by Charles Schwab Investment Management Inc.
Institutional Index Fund - Invested in a diversified portfolio of common
stock and other equity securities to achieve results similar to those of
the overall stock market as measured by the Standard & Poor's 500 Index.
This registered investment fund is a publicly traded mutual fund known as
Vanguard Institutional Index Fund and is managed by the Vanguard Group.
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.
Effective January 1, 1998, Charles Schwab Trust Company ("Schwab") became
trustee of the Plan. At such time, the S&P 500 Index Fund and the OTC
Equity Fund were replaced with the Institutional Index Fund and the
Small-Cap Index Fund.
The following number of employees were participating in the various funds
at December 31, 1998 and 1997, respectively.
1998 1997
------- -------
Company Stock Fund 1,134 1,056
S&P 500 Index Fund - 1,163
International Equity Fund 743 692
OTC Equity Fund - 875
Balanced Index Fund 543 223
Small-Cap Index Fund 881 -
Institutional Index Fund 1,274 -
Income Fund 1,041 1,072
Participants' Notes Receivable
The Plan may make loans to actively employed participants of up to 50% of
their account balance (excluding any Individual Retirement Account
balance), subject to a minimum loan of $1,000 and a maximum loan of
$50,000. The $50,000 limit is reduced by the participant's highest
outstanding loan balance during the prior one-year period. 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 according to the borrowing participant's
current investment elections. Participants' notes receivable are included
in the Loan Fund in Notes 7 and 8.
5
<PAGE>
Contributions
A participant may elect to make regular semi-monthly basic contributions
from 1% to 13% (2% to 8% for 1997) of his or her total eligible
compensation subject to an IRS limitation of $10,000. 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 1997, participants electing the maximum basic contribution eligible
for a matching employer contribution could make supplemental
contributions (after-tax) to the Plan of 1% to 5% of total eligible
compensation. In 1998, supplemental contributions were permitted
regardless of whether the participant contributed the maximum basic
contribution eligible for a matching employer contribution. Also for
1997, a participant could elect to have all or a portion of the
allocation available under the BR FlexPlan transferred to the Plan as
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.
Vesting
A participant's entire 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 participants' accounts are
limited to financial hardship and may be subject to income taxes and
penalties. Also, participants may take in-service withdrawals of certain
funds depending on their source. Upon the separation from service, a
participant's account balance may be distributed in a lump sum. A
participant whose account balance exceeds $5,000 ($3,500 for 1997) 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
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. The Plan has been amended subsequent to receipt
6
<PAGE>
of its determination letter, however, the Company believes that the Plan
as designed and operated continues to comply with the applicable
requirements of the Internal Revenue Code.
2. Accounting Policies
Principles of Reporting
In accordance with generally accepted accounting principles ("GAAP"), the
accounting records of the Plan are maintained on the accrual basis except
for participant withdrawals and distributions, which are reported when
paid. 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, but not paid as of that date. No such unpaid claims
exist at December 31, 1998 or 1997. 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.
Cash and Cash Equivalents
All short-tem investments purchased with a maturity of three months or
less are considered cash equivalents. Cash equivalents are stated at
cost, which approximates market value.
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.
7
<PAGE>
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.
Year Ended
December 31,
1998
-------------
Market values determined by quoted
market prices
BR common stock $ (4,217,912)
Registered investment companies 11,039,655
-------------
Total net appreciation $ 6,821,743
=============
4. Investments
Investments that comprised 5% or more of the net assets available for
benefits follow.
December 31,
----------------------------
1998 1997
------------ ------------
BR common stock $30,982,338 $28,439,626
Northern Trust Collective Daily Stock -- $37,639,517
Index Fund
Vanguard Balanced Index Fund $13,738,943 --
Vanguard World Fund - $12,074,554 $11,338,731
International Growth Portfolio
Vanguard Institutional Index Fund $48,009,760 --
Fidelity Security Funds OTC Portfolio -- $17,193,094
Schwab Small-Cap Index Fund $14,219,032 --
Bankers Trust (Delaware) -- $ 8,379,167
guaranteed investment contract #92-493
John Hancock Mutual Life Insurance Company $11,314,430 $10,582,423
guaranteed investment contract #7474-2
8
<PAGE>
5. Investment Contracts
The fair value of investment contracts as of December 31, 1998 and 1997
was approximately $59,300,000 and $55,950,000, 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 1998 and 1997 was 6.54% and 6.77%, respectively. The
crediting interest rates ranged from 4.23% to 14.4% and 4.50% to 9.75% at
December 31, 1998 and 1997, respectively.
6. Plan Merger
Effective January 1, 1999, substantially all of the assets of the LL&E
Savings Plan were merged into the Plan.
9
<PAGE>
<TABLE>
<CAPTION>
7. Fund Information
Allocation of net assets available for benefits to investment funds
December 31, 1998
-----------------------------------------------------------
Company International Balanced Small-Cap
Stock Fund Equity Fund Index Fund Index Fund
------------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
Investments
At fair value
BR common stock .................... $ 30,982,238 $ -- $ -- $ --
Registered investment companies .... -- 12,074,554 13,738,943 14,219,032
Participants' notes receivable ..... -- -- -- --
Cash and cash equivalents .......... -- -- -- --
At contract value
Investment contracts ............... -- -- -- --
------------ ------------ ------------ ------------
Net assets available for benefits $ 30,982,238 $ 12,074,554 $ 13,738,943 $ 14,219,032
============ ============ ============ ============
December 31, 1998
----------------------------------------------------------
Institutional Income Loan
Index Fund Fund Fund Total
------------ ------------ ------------ -------------
<S> <C> <C> <C> <C>
Investments
At fair value
BR common stock .................... $ -- $ -- $ -- $ 30,982,238
Registered investment companies .... 48,009,760 -- -- 88,042,289
Participants' notes receivable ..... -- -- 6,203,392 6,203,392
Cash and cash equivalents .......... -- 3,462,362 -- 3,462,362
At contract value
Investment contracts ............... -- 54,643,366 -- 54,643,366
------------ ------------ ------------ -------------
Net assets available for benefits $ 48,009,760 $ 58,105,728 $ 6,203,392 $183,333,647
============ ============ ============ =============
</TABLE>
10
<PAGE>
<TABLE>
<CAPTION>
7. Fund Information (Continued)
Allocation of net assets available for benefits to investment funds
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 $ -- $ -- $ --
Registered investment companies .............. -- -- 11,338,731 17,193,094
Common and collective trusts ................. -- 37,639,517 -- --
Participants' notes receivable ............... -- -- -- --
Cash and cash equivalents .................... 1,390,287 217 82 117
At contract value
Investment contracts ......................... -- -- -- --
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
Registered investment companies .............. 7,533,848 -- -- 36,065,673
Common and collective trusts ................. -- -- -- 37,639,517
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 ......................... -- 55,066,805 -- 55,066,805
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>
11
<PAGE>
<TABLE>
<CAPTION>
8. Fund Information
Allocation of changes in net assets available for benefits to investment funds
Year Ended December 31, 1998
---------------------------------------------------------------
Company S&P 500 International OTC Equity
Stock Fund Index Fund Equity Fund Fund
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Interest income ................................. $ 61,283 $ -- $ -- $ --
Dividend income ................................. 432,654 -- -- --
Net appreciation (depreciation) in the
fair value of investments ..................... (4,217,912) -- 1,645,362 --
------------- ------------- ------------- -------------
Net investment income (loss) ............ (3,723,975) -- 1,645,362 --
Contributions
Employer .................................... 1,183,538 -- 637,244 --
Participants' ............................... 1,723,370 -- 979,301 --
Interfund transfers ............................. 4,042,879 (37,632,202) (1,684,285) (17,191,292)
Participants' withdrawals and distributions...... (2,145,550) -- (824,853) --
Administrative expenses ......................... (15,523) -- (15,465) --
------------- ------------- ------------- -------------
Net increase (decrease) ................. 1,064,739 (37,632,202) 737,304 (17,191,292)
Net assets available for benefits
Beginning of year ........................... 29,917,499 37,632,202 11,337,250 17,191,292
------------- ------------- ------------- -------------
End of year ................................. $ 30,982,238 $ -- $ 12,074,554 $ --
============= ============= ============= =============
Year Ended December 31, 1998
---------------------------------------------------------------
Balanced Small-Cap Institutional Income
Index Fund Index Fund Index Fund Fund
------------- ------------ ------------- -------------
<S> <C> <C> <C> <C>
Interest income ................................. $ -- $ -- $ -- $ 3,472,256
Dividend income ................................. 467,078 762,895 982,576 --
Net appreciation (depreciation) in the
fair value of investments ..................... 1,326,224 (1,683,701) 9,751,770 --
------------- ------------- ------------- -------------
Net investment income (loss) ............ 1,793,302 (920,806) 10,734,346 3,472,256
Contributions
Employer .................................... 364,626 982,149 1,867,330 1,698,635
Participants' ............................... 603,269 1,651,796 3,204,713 2,863,876
Interfund transfers ............................. 3,608,447 13,338,392 34,853,768 203,583
Participants' withdrawals and distributions...... (312,269) (824,583) (2,595,640) (6,333,300)
Administrative expenses ......................... (14,080) (7,916) (54,757) (52,900)
------------- ------------- ------------- -------------
Net increase (decrease) ................. 6,043,295 14,219,032 48,009,760 1,852,150
Net assets available for benefits
Beginning of year ........................... 7,695,648 -- -- 56,253,578
------------- ------------- ------------- -------------
End of year ................................. $ 13,738,943 $ 14,219,032 $ 48,009,760 $ 58,105,728
============= ============= ============= =============
<PAGE>
Year Ended December 31, 1998
------------------------------
Loan
Fund Total
------------ -------------
<S> <C> <C>
Interest income ................................. $ 496,464 $ 4,030,003
Dividend income ................................. -- 2,645,203
Net appreciation (depreciation) in the
fair value of investments ..................... -- 6,821,743
------------- -------------
Net investment income (loss) ............ 496,464 13,496,949
Contributions
Employer .................................... -- 6,733,522
Participants' ............................... -- 11,026,325
Interfund transfers ............................. 460,710 --
Participants' withdrawals and distributions...... (160,442) (13,196,637)
Administrative expenses ......................... -- (160,641)
------------- -------------
Net increase (decrease) ................. 796,732 17,899,518
Net assets available for benefits
Beginning of year ........................... 5,406,660 165,434,129
------------- -------------
End of year ................................. $ 6,203,392 $ 183,333,647
============= =============
</TABLE>
12
<PAGE>
Report of Independent Accountants
To the Participants and Administrator of
Burlington Resources Inc. Retirement Savings Plan
In our opinion, the accompanying statement of net assets available for benefits
and the related statement of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of Burlington Resources Inc. Retirement Savings Plan (the "Plan") at December
31, 1998 and 1997, and the changes in its net assets available for benefits for
the year ended December 31, 1998 in conformity with generally accepted
accounting principles. These financial statements are the responsibility of the
Plan's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with generally accepted auditing standards which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.
Our audits were conducted 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. These supplemental schedules are the
responsibility of the Plan's management. 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/ PricewaterhouseCoopers LLP
June 21, 1999
13
<PAGE>
SUPPLEMENTAL SCHEDULES
<PAGE>
Schedule I
Burlington Resources Inc. Retirement Savings Plan
Line 27a - Schedule of Assets Held for Investment Purposes
December 31, 1998
EIN: 91-1413284
Plan: 002
1998 Form 5500
<TABLE>
<CAPTION>
(e)
Current
(d) Value/
(a) (b)(c) Cost Fair Value
----------------- -----------------
<S> <C> <C>
Investment Contracts
John Hancock Mutual Life Insurance Company
#7216, 5.24%, matures 11/21/00 $ 812,925 $ 812,925
#7354, 5.81%, matures 11/30/99 598,350 598,350
#7354-1, 4.23%, matures 8/1/02 2,514,236 2,514,236
#7474, 6.2%, matures 5/1/07 11,314,430 11,314,430
#7474-2, 4.50%, matures 6/30/01 33,614 33,614
MBL Life Assurance Co.
#9-5294-1, 5.10%, matures 6/30/99 104,774 104,774
#9-5294-2, 5.10%, matures 6/30/99 152,744 152,744
#9-5294-3, 5.10%, matures 6/30/99 123,080 123,080
#6-5294-1, 14.40%, matures 6/30/99 864,566 864,566
#6-5294-2, 14.40%, matures 6/30/99 1,260,394 1,260,394
#6-5294-3, 14.40%, matures 6/30/99 1,015,621 1,015,621
Jackson National Life Insurance Company
#5-1162, 6.48%, matures 12/30/01 3,111,292 3,111,292
</TABLE>
14
<PAGE>
Schedule I
Burlington Resources Inc. Retirement Savings Plan
Line 27a - Schedule of Assets Held for Investment Purposes
December 31, 1998
EIN: 91-1413284
Plan: 002
1998 Form 5500
<TABLE>
<CAPTION>
(e)
Current
(d) Value/
(a) (b)(c) Cost Fair Value
----------------- -----------------
<S> <C> <C>
Continental Assurance Company
#630-05573, 5.6%, matures 9/1/03 $ 3,685,250 $ 3,685,250
#25708-101, 5.67%, matures 7/1/03 5,384,885 5,384,885
Massachusetts Mutual
#10516, 6.26%, matures 7/5/02 1,540,146 1,540,146
New York Life Insurance
#06753-002, 5.62%, matures 5/12/00 627,471 627,471
Allstate Life Insurance Company
#5689, 8.13%, matures 11/1/99 2,688,766 2,688,766
Transamerica Life
#76573, 5.9%, matures 11/15/04 3,644,486 3,644,486
BMA
#1335, 5.75%, matures 11/17/03 1,509,911 1,509,911
Bankers Trust (Delaware)
#92-493, 6.376%, matures 9/30/00 7,007,435 7,007,435
Province of Quebec Obligation
9.125%, matures 3/01/00 2,015,689 2,015,689
General Motors Acceptance Corporation Obligation
7.375%, matures 4/27/00 1,564,856 1,564,856
United States Treasury Obligations
5.375%, matures 6/30/03 1,543,125 1,543,125
United States Treasury Obligations
5.5%, matures 12/31/00 1,525,320 1,525,320
----------------- -----------------
Total investment contracts $ 54,643,366 $ 54,643,366
----------------- -----------------
Cash and cash equivilents $ 3,462,362 $ 3,462,362
</TABLE>
15
<PAGE>
Schedule I
Burlington Resources Inc. Retirement Savings Plan
Line 27a - Schedule of Assets Held for Investment Purposes
December 31, 1998
EIN: 91-1413284
Plan: 002
1998 Form 5500
<TABLE>
<CAPTION>
(e)
Current
(d) Value/
(a) (b)(c) Cost Fair Value
----------------- -----------------
<S> <C> <C>
* BR common stock $ 35,066,880 $ 30,982,238
Vanguard World Fund - International Growth Portfolio 10,824,687 12,074,554
Vanguard Balanced Index Fund 12,552,124 13,738,943
* Schwab Small-Cap Index Fund 15,402,560 14,219,032
Vanguard Institutional Index Fund 39,735,159 48,009,760
Participants' Notes Receivable, 7% to 10% - 6,203,392
----------------- -----------------
Total investments $ 171,687,138 $ 183,333,647
================= =================
</TABLE>
16
<PAGE>
<TABLE>
<CAPTION>
Schedule II
Burlington Resources Inc. Retirement Savings Plan
Line 27d - Schedule of Reportable Transactions
Year Ended December 31, 1998
EIN: 91-1413284
Plan: 002
1998 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)
- -------------------------------------- ------------ ------------- -------------- ------------ -------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Series of Transactions
BR common stock
Purchases $35,019,838 $ - $ - $35,019,838 $35,019,838 $ -
Sales - 30,237,721 - 29,870,246 30,237,721 367,475
Vanguard Institutional Index Fund
Purchases 56,518,295 - - 56,518,295 56,518,295 -
Sales - 18,231,794 - 16,783,136 18,231,794 1,448,658
Vanguard Balanced Index Fund
Purchases 10,292,173 - - 10,292,173 10,292,173 -
Sales - 5,549,302 - 5,409,893 5,549,302 139,409
Schwab Small-Cap Index Fund
Purchases 25,395,483 - - 25,395,483 25,395,483 -
Sales - 9,492,750 - 9,992,923 9,492,750 (500,173)
Vanguard World Fund -
International Growth Portfolio
Purchases 5,180,525 - - 5,180,525 5,180,525 -
Sales - 6,088,535 - 5,693,006 6,088,535 395,529
</TABLE>
17
<PAGE>
<TABLE>
<CAPTION>
Schedule II
Burlington Resources Inc. Retirement Savings Plan
Line 27d - Schedule of Reportable Transactions
Year Ended December 31, 1998
EIN: 91-1413284
Plan: 002
1998 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
- --------------------------------------------------- ----------- ----------- ------------- ------------ ------------- ---------
<S> <C> <C> <C> <C> <C>
Series of Transactions
John Hancock Mutual Life Insurance Company #7354-1
Purchases $9,750,000 - $ - $9,750,000 $9,750,000 $ -
Sales - 7,294,557 - 7,294,557 7,294,557 -
Commonwealth Life Insurance Company #0019TR
Purchases 3,142,062 - - 3,142,062 3,142,062 -
Sales - 7,716,585 - 7,716,585 7,716,585 -
Fidelity Securities Fund OTC Portfolio
Sales - 17,193,094 - 15,706,796 17,193,094 1,486,298
Northern Trust Daily Stock Index Fund
Sales - 37,639,517 - 22,743,286 37,639,517 14,896,231
</TABLE>
18
Exhibit 23
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Registration
Statement 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 Burlington
Resources Inc., of our report dated June 21, 1999 relating to the financial
statements of the Burlington Resources Inc. Retirement Savings Plan, which
appears in this Form 11-K.
/s/ PricewaterhouseCoopers LLP
Houston, Texas
June 21, 1999
19
