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
A. Full title of the plan and the address of the
plan, if different from that of the issuer
named below:
THE LL&E SAVINGS PLAN
(Full title of the 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>
THE LL&E SAVINGS PLAN
Financial Statements and Schedules
December 31, 1998 and 1997
With Independent Auditors' Report Thereon
<PAGE>
THE LL&E SAVINGS PLAN
TABLE OF CONTENTS
Page
Independent Auditors' Report 1
Financial Statements
Statements 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
Supplemental Schedules
Schedule 1 - Line 27a - Schedule of Assets Held for
Investment Purposes as of December 31, 1998 13
Schedule 2 - Line 27d - Schedule of Reportable
Transactions in Excess of 5% of the Current Value
of Plan Assets for the year ended December 31, 1998 14
<PAGE>
Independent Auditors' Report
To the Participants and Administrator of the LL&E Savings Plan:
We have audited the statements of net assets available for benefits of The LL&E
Savings Plan (the Plan) as of December 31, 1998 and 1997, and the related
statement of changes in net assets available for benefits for the year ended
December 31, 1998. These financial statements are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
December 31, 1998 and 1997, and the changes in net assets available for benefits
for the year ended December 31, 1998, in conformity with generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The information included in Schedules 1
and 2 is presented to comply with the Department of Labor Rules and Regulations
for Reporting and Disclosure under the Employee Retirement Income Security Act
of 1974. Such information has been subjected to the auditing procedures applied
in the audits of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
/s/ KPMG LLP
May 27, 1999
<PAGE>
<TABLE>
<CAPTION>
THE LL&E SAVINGS PLAN
Statements of Net Assets Available for Benefits
December 31, 1998 and 1997
1998 1997
--------------- --------------
<S> <C> <C>
Cash and cash equivalents at cost plus accrued interest $ 133,836 $ 170,077
Company Stock 23,932,097 * 54,277,481 *
LL&E Royalty Trust Units of Beneficial Interest 71,826 200,350
Investment in Funds
Schwab Value Advantage Money Fund 4,413,677 * 7,691,521 *
Vanguard Bond Index Total Bond Market Fund 1,995,238 2,448,027
Vanguard Index Trust 500 Portfolio Fund 14,507,650 * 16,371,862 *
PBHG Growth Fund 3,687,809 * 6,662,103 *
Janus Worldwide Fund 6,053,403 * 6,676,176 *
Hotchkis & Wiley Balanced Income Fund 495,516 466,721
Strong Schafer Value Fund 2,467,300 3,851,881
Loans to participants 1,145,241 2,126,899
-------------- --------------
Net assets available for benefits $ 58,903,593 $100,943,098
============== ==============
*Represents more than 5% of Plan assets
The accompanying notes are an integral part of these financial statements.
</TABLE>
2
<PAGE>
THE LL&E SAVINGS PLAN
Statement of Changes in Net Assets Available for Benefits
Year ended December 31, 1998
Interest and royalty income $ 223,596
Dividend income 1,038,190
Interest income on loans to participants 102,650
Net realized gains on disposition of investments 1,061,093
Net unrealized depreciation of investments (2,671,255)
----------------
Net investment loss (245,726)
----------------
Contributions
Employer 2,024,765
Employees 2,291,735
----------------
Total contributions 4,316,500
----------------
Benefit payments for terminations and withdrawals (45,942,748)
Forfeitures (167,531)
----------------
Net decrease in net assets available for benefits (42,039,505)
Net assets available for benefits
Beginning of year 100,943,098
----------------
End of year $ 58,903,593
================
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
THE LL&E SAVINGS PLAN
Notes to Financial Statements
(1) Plan Description
The following description of The LL&E Savings Plan ("the Plan") provides
only general information. The amended and restated Plan document and
subsequent amendments more fully explain the details of the Plan and are
made available to Plan participants by the Plan administrator.
(a) General
The Plan is a trusteed, defined contribution plan, covering all
full time employees of The Louisiana Land and Exploration Company
("LL&E") and designated subsidiaries, wholly-owned subsidiaries of
Burlington Resources Inc. ("BR" or "the Company"). The Plan is
subject to the provisions of The Employee Retirement Income
Security Act of 1974 ("ERISA"), as amended.
(b) Investment Funds
A trust agreement between LL&E and Charles Schwab Trust Company
("Schwab"), provides for Schwab to maintain trust funds on behalf
of the Plan. The trust funds are segregated into investment funds
as follows.
Company Stock - Contributions are invested in Common Stock of BR.
LL&E Royalty Trust Units of Beneficial Interest ("Units") - No new
amounts are being invested in this fund, except that income on
existing Units and any repayments of loans to participants in this
fund are reinvested in additional Units.
Schwab Value Advantage Money Fund - Contributions are invested in
this fund which invests in high quality short-term debt securities
such as certificates of deposit, commercial paper and publicly
traded bonds.
Vanguard Bond Index Total Bond Market Fund - Contributions are
invested in this fund which invests in a portfolio of fixed income
securities selected to match the Lehman Brothers Aggregate Bond
Index which encompasses U.S. Treasury and agency securities,
corporate bonds and mortgage-backed securities, with maturities
greater than one year.
Vanguard Index Trust 500 Portfolio Fund - Contributions are
invested in this fund which invests in all 500 stocks in the
Standard & Poor's 500 Index in approximately the same proportions
as they are represented in the Index.
PBHG Growth Fund - Contributions are invested in this fund which
invests in common stocks and convertible securities of companies
with market capitalization or annual revenues under $1.5 billion.
Janus Worldwide Fund - Contributions are invested in this fund
which invests in common stocks of foreign and domestic companies.
Hotchkis & Wiley Balanced Income Fund - Contributions are invested
in this fund which invests in equity securities of domestic and
foreign companies, fixed-income securities and money market
obligations.
Strong Schafer Value Fund - Contributions are invested in this
fund which invests in common stocks of domestic companies and
other equity securities.
4
<PAGE>
THE LL&E SAVINGS PLAN
Notes to Financial Statements
Loans to Participants - The notes receivable resulting from loans
to participants are maintained in this fund. Benefit payments for
terminations and withdrawals in this fund relate to the
cancellation of loans by participants withdrawing from the Plan.
Participants in the Plan are permitted to direct the investment of
their contributions to the Plan in any of the funds except for the
LL&E Royalty Trust Units of Beneficial Interest and the loans to
participants and may make up to eight transfers per year between
these funds.
The investment and changes therein of all funds are determined
through the use of quoted market prices.
Realized gains or losses and unrealized appreciation or
depreciation of investments are determined in accordance with
Department of Labor regulations for Form 5500. The cost basis of
investments is either fair market value at the beginning of the
year and/or cost of current year additions, as appropriate.
Dispositions of investments are on a first-in, first-out basis.
The number of participants by fund at December 31, 1998 was as
follows.
Number of
Fund Participants
----------------------------------------------- --------------
Company Stock 345
LL&E Royalty Trust Units of Beneficial Interest 36
Schwab Value Advantage Money Fund 161
Vanguard Bond Index Total Bond Market Fund 134
Vanguard Index Trust 500 Portfolio Fund 276
PBHG Growth Fund 226
Janus Worldwide Fund 225
Hotchkis & Wiley Balanced Income Fund 38
Strong Schafer Value Fund 106
Loans to participants 140
Since, within certain limitations, investments may be made
simultaneously in more than one fund by an individual participant,
an individual may be included more than once in the above count.
The individual participants in the Plan at December 31, 1998
numbered 345.
(c) Contributions and Benefits
(1) Non-Contributory Participation
The employer contributes monthly to the Plan participants'
account an amount determined in accordance with the following
schedule.
Percent of
Covered
Credited Service Compensation
-------------------------------- ------------------
Less than 5 years 2%
5 years or more 4%
Non-contributory participation is not dependent on the
eligible employees' contributory participation and all
contributions are invested in Company Stock.
5
<PAGE>
THE LL&E SAVINGS PLAN
Notes to Financial Statements
(2) Contributory Participation
Employees are allowed to make tax-deferred contributions to
the Plan in the amount of between 2% and 12% of compensation.
The amount of tax-deferred contributions are limited by
federal tax legislation. Where tax-deferred contributions
elected by participants exceed these limitations, any excess
tax-deferred contributions are distributed to the affected
parties or deferred until termination or retirement.
In addition to the non-contributory participation, the
employer will contribute to the participants' account an
amount based on a percentage of the dollar amount contributed
voluntarily, if any, by the participants. The additional
employer's contributions are applicable to voluntary
participant contributions which are not in excess of 6% of
covered compensation and are determined in accordance with the
following schedule.
Percent of
Covered
Credited Service Compensation
-------------------------- -----------------
Less than 5 years 50%
5 years or more 100%
In 1998, employer matching contributions reflect the
participants' current investment elections. In 1997, all
employer matching contributions were invested in Company
Stock.
Participants pay no federal income tax on their tax-deferred
contributions, on the employer contributions, or on any
earnings on their accounts until withdrawals or distributions
are made from their accounts.
(3) Other Significant Plan Provisions
Participants in the Plan become fully vested in their account
balance derived from employer contributions upon the earliest
to occur of the following.
Completion of five years of service
Attainment of age 65
Retirement pursuant to the early retirement provisions of
The LL&E Pension Plan Death Termination of employment by
reason of a reduction in labor force
Total disability, as defined in the Plan
In the event of a change in control, as defined in the
Plan
Under certain circumstances in the event of a change in
control as defined in The LL&E Special Termination
Benefit Plan in the case of certain covered employees
Participants are at all times fully vested in their account
balance derived from their own contributions, including any
earnings or losses.
Participants may elect that the vested portions of employer
and employee contributions, plus income or earnings, be
distributed to them in a lump sum i) as soon as practicable
following termination of employment, ii) on or about the date
one year after termination of employment or iii) on or about
age 65. Upon termination, other than described above,
nonvested employer contributions and earnings are forfeited by
participants and such amounts reduce employer contributions
under the Plan.
6
<PAGE>
THE LL&E SAVINGS PLAN
Notes to Financial Statements
Participants in the Plan may make a qualified plan rollover
contribution or an individual retirement account rollover
contribution, as defined in the Plan. The contributions may
only be made if they meet the requirements of a tax-free
rollover for federal income tax purposes.
After-tax contributions to the Plan are no longer an option,
however, employees may still have after-tax account balances.
Participants can withdraw all or any portion of their
after-tax contributions, plus earnings.
Participants cannot withdraw any tax-deferred contributions or
any earnings while employed at LL&E. Participants may, as of
any valuation date, withdraw all or any portion of their
vested account balance derived from matching employer
contributions, and earnings, subject to several specific rules
as defined in the Plan.
Participants may borrow from the portions of their account
derived from employer contributions except transfers from the
LL&E Benefit Plan and tax-free rollovers, and employee
tax-deferred contributions, and earnings, subject to several
specific rules as defined in the Plan. A participant may have
two loans outstanding at any given time but no loan(s) from
the Plan may be in excess of the lesser of $50,000 or 50% of
the participant's vested account balance. Repayments will be
made through payroll deductions over optional terms from
twelve to sixty months (in twelve month increments) and may be
prepaid by paying the full outstanding balance. The annual
loan interest rate is fixed from time to time at the prime
rate. Loans are secured by the applicable participant's vested
account balance.
(d) Termination of the Plan
The Employer has the right under the Plan to modify the benefits
provided and to terminate the Plan subject to the provisions set
forth in ERISA.
(2) Summary of Accounting Policies
The accompanying financial statements have been prepared on an accrual
basis in accordance with generally accepted accounting principles
("GAAP"). The preparation of financial statements in conformity with GAAP
requires certain estimates and assumptions. Actual results may differ
from those estimates.
Benefits payable for terminations and withdrawals are included in Plan
equity and are charged to income when paid. This accounting method
differs from that required in Department of Labor Form 5500 which
requires benefits payable to be accrued and charged to income in the
period the liability arises. Accordingly, net assets available for
benefits as of December 31, 1998 and 1997 and changes in net assets
available for benefits for the year ended December 31, 1998 differ from
that reported in Form 5500 as follow.
Net Assets Available
for Benefits
----------------------------
1998 1997
------------ --------------
As reported $ 58,903,593 $ 100,943,098
Effect of accrued benefits payable (3,352,920) (6,623,135)
------------- --------------
As reported in Form 5500 $ 55,550,673 $ 94,319,963
============= ==============
7
<PAGE>
THE LL&E SAVINGS PLAN
Notes to Financial Statements
Changes in
Net Assets
Available for
Benefits
----------------
1998
----------------
As reported $ (42,039,505)
Effect of accrued benefits payable 3,270,215
----------------
As reported in Form 5500 $ (38,769,290)
================
(3) Net Realized Gains on Disposition of Investments
The following is a summary of net realized gains on the disposition of
investments for the year ended December 31, 1998.
Aggregate market value of Company Stock sold $ 28,489,415
Aggregate cost basis of Company Stock sold 29,154,612
------------
Net realized losses on sale of Company Stock (665,197)
------------
Aggregate market value of other investments sold 41,988,785
Aggregate cost basis of other investments sold 40,262,495
------------
Net realized gains on sale of other investments 1,726,290
------------
$ 1,061,093
============
(4) Distribution of the Units
The Units were distributed by LL&E to holders of record of its capital
stock on June 22, 1983 on the basis of one Unit for each two shares of
capital stock owned on such date. The Units received by the Plan were
allocated among the respective accounts of participants in proportion to
the number of shares of capital stock in each account at the record date
of the distribution of the Units and are maintained separately. Monthly
royalty income attributable to the Units are allocated to participants on
the same basis and are reinvested in additional Units.
Participants have the right to decide when the Units allocated to their
respective accounts will be sold. Participants may exercise a single
election to sell all of their Units and have the proceeds reinvested in
other funds of the Plan.
(5) Federal Income Taxes
LL&E has received a favorable determination letter from the Internal
Revenue Service dated July 25, 1995, for the Plan as restated June 1,
1994, for all amendments adopted through June 15, 1994. The determination
letter was approved subject to the adoption of the First Amendment to the
restated Plan, which was adopted on August 21, 1995. The letter states
that the Plan qualifies under the provisions of Section 401(a) of the
Internal Revenue Code.
8
<PAGE>
THE LL&E SAVINGS PLAN
Notes to Financial Statements
The Plan has subsequently been amended. LL&E does not expect the Plan's
qualifications under the provisions of 401(a) and 401(k) of the Internal
Revenue Code or its federal income tax exempt status under Section 501(a)
of the Internal Revenue Code to change due to the amendments since the
restatement.
(6) Fees and Expenses
Expenses incurred in administering the Plan are paid by the employer.
Expenses in connection with investment security transactions are added to
cost or deducted from the proceeds.
(7) Other Matters
On October 22, 1997, LL&E was merged with and into a subsidiary of BR. As
a result, LL&E became a wholly-owned subsidiary of BR and each
outstanding share of Capital Stock of LL&E, including that held by the
Plan at the time of the merger, was exchanged for 1.525 shares of Common
Stock of BR. Effective January 1, 1999, the LL&E Savings Plan was
merged with and into the Burlington Resources Inc. Retirement Savings
Plan such that the BR Retirement Savings Plan shall be the continuing
plan.
9
<PAGE>
THE LL&E SAVINGS PLAN
Notes to Financial Statements
<TABLE>
<CAPTION>
(8) Fund Information
Net assets available for benefits by fund at December 31, 1998 and 1997
were as follow.
December 31, 1998
---------------------------------------------------------------------------
LL&E Vanguard Vanguard
Royalty Trust Schwab Bond Index Index
Units of Value Total Bond Trust 500
Company Beneficial Advantage Market Portfolio
Stock Interest Money Fund Fund Fund
------------- ------------- ------------ ------------ -------------
<S> <C> <C> <C> <C> <C>
Cash and cash equivalents at
cost plus accrued interest $ 133,768 $ 68 $ -- $ -- $ --
Company Stock 23,932,097 -- -- -- --
LL&E Royalty Trust Units
of Beneficial Interest -- 71,826 -- -- --
Investment in Funds
Schwab Value Advantage
Money Fund -- -- 4,413,677 -- --
Vanguard Bond Index Total
Bond Market Fund -- -- -- 1,995,238 --
Vanguard Index Trust 500
Portfolio Fund -- -- -- -- 14,507,650
PBHG Growth Fund -- -- -- -- --
Janus Worldwide Fund -- -- -- -- --
Hotchkis & Wiley Balanced
Income Fund -- -- -- -- --
Strong Schafer Value Fund -- -- -- -- --
Loans to participants -- -- -- -- --
-------------- ------------- ------------ ------------ -------------
Net assets available for
benefits $ 24,065,865 $ 71,894 $ 4,413,677 $ 1,995,238 $ 14,507,650
============== ============= ============ ============ =============
Number of shares/units
outstanding 668,261 29,465 4,413,677 193,310 127,316
============== ============= ============ ============ =============
Per share/unit $ 36.103 $ 2.440 $ 1.000 $ 10.321 $ 113.950
============== ============= ============ ============ =============
December 31, 1998
----------------------------------------------------------------------------------------
Hotchkis &
Wiley
PBHG Janus Balanced Strong
Growth Worldwide Income Schafer Loans to
Fund Fund Fund Value Fund Participants Total
----------- ------------ ----------- ------------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Cash and cash equivalents at
cost plus accrued interest $ -- $ -- $ -- $ -- $ -- $ 133,836
Company Stock -- -- -- -- -- 23,932,097
LL&E Royalty Trust Units
of Beneficial Interest -- -- -- -- -- 71,826
Investment in Funds
Schwab Value Advantage
Money Fund -- -- -- -- -- 4,413,677
Vanguard Bond Index Total
Bond Market Fund -- -- -- -- -- 1,995,238
Vanguard Index Trust 500
Portfolio Fund -- -- -- -- -- 14,507,650
PBHG Growth Fund 3,687,809 -- -- -- -- 3,687,809
Janus Worldwide Fund -- 6,053,403 -- -- -- 6,053,403
Hotchkis & Wiley Balanced
Income Fund -- -- 495,516 -- -- 495,516
Strong Schafer Value Fund -- -- -- 2,467,300 -- 2,467,300
Loans to participants -- -- -- -- 1,145,241 1,145,241
----------- ------------ ----------- ------------- ------------- --------------
Net assets available for
benefits $ 3,687,809 $ 6,053,403 $ 495,516 $ 2,467,300 $ 1,145,241 $ 58,903,593
=========== ============ =========== ============= ============= ==============
Number of shares/units
outstanding 144,394 127,817 26,583 41,614
=========== ============ =========== =============
Per share/unit $ 25.540 $ 47.360 $ 18.640 $ 59.290
=========== ============ =========== =============
</TABLE>
10
<PAGE>
<TABLE>
<CAPTION>
THE LL&E SAVINGS PLAN
Notes to Financial Statements
(8) Fund Information, continued
December 31, 1997
-------------------------------------------------------------------------------------
LL&E Vanguard Vanguard
Royalty Trust Schwab Bond Index Index
Units of Value Total Bond Trust 500
Company Beneficial Advantage Market Portfolio
Stock Interest Money Fund Fund Fund
------------- --------------- ---------------- --------------- -------------
<S> <C> <C> <C> <C> <C>
Cash and cash equivalents at
cost plus accrued interest $ 170,077 $ -- $ -- $ -- $ --
Company Stock 54,277,481 -- -- -- --
LL&E Royalty Trust Units
of Beneficial Interest -- 200,350 -- -- --
Investment in Funds
Schwab Value Advantage
Money Fund -- -- 7,691,521 -- --
Vanguard Bond Index Total
Bond Market Fund -- -- -- 2,448,027 --
Vanguard Index Trust 500
Portfolio Fund -- -- -- -- 16,371,862
PBHG Growth Fund -- -- -- -- --
Janus Worldwide Fund -- -- -- -- --
Hotchkis & Wiley Balanced
Income Fund -- -- -- -- --
Strong Schafer Value Fund -- -- -- -- --
Loans to participants -- -- -- -- --
------------- --------------- ---------------- --------------- -------------
Net assets available for
benefits $ 54,447,558 $ 200,350 $ 7,691,521 $ 2,448,027 $ 16,371,862
============= =============== ================ =============== =============
Number of shares/units
outstanding 1,211,213 40,556 7,691,521 242,619 181,768
============= =============== ================ =============== =============
Per share/unit $ 44.953 $ 4.940 $ 1.000 $ 10.090 $ 90.070
============= =============== ================ =============== =============
December 31, 1997
-------------------------------------------------------------------------------------------------
Hotchkis &
Wiley
PBHG Janus Balanced Strong
Growth Worldwide Income Schafer Loans to
Fund Fund Fund Value Fund Participants Total
------------ --------------- ---------------- --------------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C>
Cash and cash equivalents at
cost plus accrued interest $ -- $ -- $ -- $ -- $ -- $ 170,077
Company Stock -- -- -- -- -- 54,277,481
LL&E Royalty Trust Units
of Beneficial Interest -- -- -- -- -- 200,350
Investment in Funds
Schwab Value Advantage
Money Fund -- -- -- -- -- 7,691,521
Vanguard Bond Index Total
Bond Market Fund -- -- -- -- -- 2,448,027
Vanguard Index Trust 500
Portfolio Fund -- -- -- -- -- 16,371,862
PBHG Growth Fund 6,662,103 -- -- -- -- 6,662,103
Janus Worldwide Fund -- 6,676,176 -- -- -- 6,676,176
Hotchkis & Wiley Balanced
Income Fund -- -- 466,721 -- -- 466,721
Strong Schafer Value Fund -- -- -- 3,851,881 -- 3,851,881
Loans to participants -- -- -- -- 2,126,899 2,126,899
------------ --------------- ---------------- --------------- ------------- ------------
Net assets available for
benefits $ 6,662,103 $ 6,676,176 $ 466,721 $ 3,851,881 $ 2,126,899 $100,943,098
============ =============== ================ =============== ============= ============
Number of shares/units
outstanding 262,391 176,712 24,195 60,280
============ =============== ================ ===============
Per share/unit $ 25.390 $ 37.780 $ 19.290 $ 63.900
============ =============== ================ ===============
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
THE LL&E SAVINGS PLAN
Notes to Financial Statements
(9) Fund Information
Changes in net assets available for benefits by fund for the year ended
December 31, 1998 follow.
LL&E Vanguard Vanguard
Royalty Trust Schwab Bond Index Index
Units of Value Total Bond Trust 500
Company Beneficial Advantage Market Portfolio
Stock Interest Money Fund Fund Fund
-------------- ---------------- ---------------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
Interest and royalty income $ 600 $ 13 $ 152,543 $ 70,440 $ --
Dividend income 450,015 17,698 176,494 74,088 240,757
Interest income on loans
to participants 9,733 -- 9,608 4,566 29,787
Net realized gains (losses)
on disposition of investments (666,497) (6,146) -- 11,970 1,174,963
Net unrealized appreciation
(depreciation) of investments (5,577,596) (72,643) -- 24,206 2,374,509
-------------- ---------------- ---------------- --------------- ---------------
Net investment income (loss) (5,783,745) (61,078) 338,645 185,270 3,820,016
Contributions
Employer 956,527 -- 105,002 56,650 376,299
Employees 203,768 -- 175,329 93,107 762,685
Benefit payments for
terminations and withdrawals (22,833,002) (43,050) (6,991,380) (1,252,564) (7,901,381)
Forfeitures (165,164) (694) (85) (193) (406)
Transfers between funds - net (2,760,077) (23,634) 3,094,645 464,941 1,078,575
-------------- ---------------- ---------------- --------------- ---------------
Net increase (decrease) in net assets
available for benefits (30,381,693) (128,456) (3,277,844) (452,789) (1,864,212)
Net assets available for benefits
Beginning of year 54,447,558 200,350 7,691,521 2,448,027 16,371,862
-------------- ---------------- ---------------- --------------- ---------------
End of year $ 24,065,865 $ 71,894 $ 4,413,677 $ 1,995,238 $ 14,507,650
============== ================ ================ =============== ===============
<PAGE>
Hotchkis &
Wiley
PBHG Janus Balanced Strong
Growth Worldwide Income Schafer Loans to
Fund Fund Fund Value Fund Participants Total
-------------- --------------- -------------- -------------- --------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Interest and royalty income $ -- $ -- $ -- $ -- $ -- $ 223,596
Dividend income -- 24,343 39,714 15,081 -- 1,038,190
Interest income on loans
to participants 19,916 19,028 1,018 8,994 -- 102,650
Net realized gains (losses)
on disposition of investments (93,973) 604,829 19,401 16,546 -- 1,061,093
Net unrealized appreciation
(depreciation) of investments 20,239 851,669 (36,554) (255,085) -- (2,671,255)
-------------- --------------- -------------- -------------- --------------- ------------
Net investment income (loss) (53,818) 1,499,869 23,579 (214,464) -- (245,726)
Contributions
Employer 222,343 183,678 20,072 104,194 -- 2,024,765
Employees 398,941 415,501 36,957 205,447 -- 2,291,735
Benefit payments for
terminations and withdrawals (2,195,379) (2,743,986) (248,782) (1,565,117) (168,107) (45,942,748)
Forfeitures (426) (430) -- (133) -- (167,531)
Transfers between funds - net (1,345,955) 22,595 196,969 85,492 (813,551) --
-------------- --------------- -------------- -------------- --------------- ------------
Net increase (decrease) in net assets
available for benefits (2,974,294) (622,773) 28,795 (1,384,581) (981,658) (42,039,505)
Net assets available for benefits
Beginning of year 6,662,103 6,676,176 466,721 3,851,881 2,126,899 100,943,098
-------------- --------------- -------------- -------------- --------------- ------------
End of year $ 3,687,809 $ 6,053,403 $ 495,516 $ 2,467,300 $ 1,145,241 $58,903,593
============== =============== ============== ============== =============== ============
</TABLE>
12
<PAGE>
<TABLE>
<CAPTION>
Schedule 1
THE LL&E SAVINGS PLAN
Line 27a - Schedule of Assets Held for Investment Purposes
December 31, 1998
Number of
shares, units
or principal Current
amount Cost value
----------------- -------------- -------------
<S> <C> <C> <C>
Cash and cash equivalents 133,836 $ 133,836 $ 133,836
Company Stock 668,261 15,251,150 23,932,097
LL&E Royalty Trust Units of Beneficial Interest 29,465 181,773 71,826
Schwab Value Advantage Money Fund 4,413,677 4,413,677 4,413,677
Vanguard Bond Index Total Bond
Market Fund 193,310 1,919,023 1,995,238
Vanguard Index Trust 500 Portfolio
Fund 127,316 8,891,774 14,507,650
PBHG Growth Fund 144,394 3,483,766 3,687,809
Janus Worldwide Fund 127,817 4,450,780 6,053,403
Hotchkis & Wiley Balanced Income Fund 26,583 524,621 495,516
Strong Schafer Value Fund 41,614 2,514,333 2,467,300
Loans to participants - - 1,145,241 *
-------------- -------------
Total Assets Held for Investment
Purposes $ 41,764,733 $ 58,903,593
============== =============
* Loans to participants bear interest between 6% and 9%
and have maturities ranging from one to five years.
</TABLE>
13
<PAGE>
<TABLE>
<CAPTION>
Schedule 2
THE LL&E SAVINGS PLAN
Line 27d - Schedule of Reportable Transactions
in Excess of 5% of the Current Value of Plan Assets
Year ended December 31, 1998
Expenses
Identity of Purchase Selling incurred with
party involved Description of assets price price transaction
- --------------- -------------------------------------------- -------------- -------------- ---------------
<S> <C> <C> <C>
Category (iii) - Series of securities transactions
Schwab Value Advantage
Money Fund $ 5,653,348 $ -- $ --
Schwab Value Advantage
Money Fund -- 8,931,191 --
Vanguard Index Trust 500 Portfolio Fund -- 9,988,914 --
Common Stock of Burlington Resources Inc. -- 28,489,415 --
Current value
of assets on Net
Cost of transaction gain
assets date (loss)
-------------- -------------- ---------------
<S> <C> <C> <C>
Category (iii) - Series of securities transactions
Schwab Value Advantage
Money Fund $ 5,653,348 $ 5,653,348 $ --
Schwab Value Advantage
Money Fund 8,931,191 8,931,191 --
Vanguard Index Trust 500 Portfolio Fund 8,813,950 9,988,914 1,174,964
Common Stock of Burlington Resources Inc. 29,154,612 28,489,415 (665,197)
</TABLE>
There were no (i), (ii), or (iv) reportable transactions during the year.
14
