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, 1999
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
BURLINGTON RESOURCES INC. RETIREMENT SAVINGS PLAN
REPORT ON AUDITS OF FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULE
As of December 31, 1999 and 1998 and
for the Year Ended December 31, 1999
<PAGE>
Burlington Resources Inc. Retirement Savings Plan
Table of Contents
Page
Financial Statements
Statement of Net Assets Available for Benefits as
of December 31, 1999 and 1998 2
Statement of Changes in Net Assets Available for
Benefits for the year ended December 31, 1999 3
Notes to Financial Statements 4
Report of Independent Accountants 9
Supplemental Schedule
Schedule H, Item 4i - Schedule of Assets Held for Investment Purposes
as of December 31, 1999 10
Exhibit
23 Consent of Independent Accountants 12
<PAGE>
<TABLE>
Burlington Resources Inc. Retirement Savings Plan
Statement of Net Assets Available for Benefits
<CAPTION>
December 31,
----------------------------------
1999 1998
-------------- --------------
<S> <C> <C>
Investments
At fair value
Burlington Resources Inc. common stock $ 55,930,009 $ 30,982,238
Registered investment companies 140,207,812 88,042,289
Participants notes receivable 7,185,934 6,203,392
Cash and cash equivalents 1,961,516 3,462,362
At contract value
Unallocated investment contracts 54,046,118 54,643,366
-------------- --------------
Total assets 259,331,389 183,333,647
-------------- --------------
Net assets available for benefits $ 259,331,389 $ 183,333,647
============== ==============
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
<PAGE>
<TABLE>
Burlington Resources Inc. Retirement Savings Plan
Statement of Changes in Net Assets
Available for Benefits
<CAPTION>
Year Ended
December 31,
<S> <C>
1999
--------------------
Investment Income
Interest income $ 4,173,958
Dividend income 3,583,410
Net appreciation in the fair value of investments 26,320,116
-------------------
Net investment income 34,077,484
-------------------
Contributions
Employer 7,441,795
Participants 11,299,252
-------------------
Total contributions 18,741,047
-------------------
Total additions 52,818,531
-------------------
Participants' withdrawals and distributions 35,475,769
Administrative expenses 182,889
-------------------
Total deductions 35,658,658
-------------------
Net increase before transfer of assets from other plan 17,159,873
Transfer of assets from other plan (Note 1) 58,837,869
--------------------
Net increase 75,997,742
Net assets available for benefits
Beginning of year 183,333,647
-------------------
End of year $ 259,331,389
===================
</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" or the
"Company") Retirement Savings Plan (the "Plan") provides only general
information. Participants should refer to 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 participants of the employer companies 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. The Plan's assets are held by Charles Schwab Trust
Company and participant accounts are maintained by Charles Schwab
Retirement Plan Services.
Plan Merger
Effective January 1, 1999, the assets of the LL&E Savings Plan were merged
into the Plan. At that time, the LL&E Savings Plan ceased operations and
its participants began receiving benefits under the provisions of the Plan.
Investments
A participant may direct his or her 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 Institutional Index Fund - Invested in a diversified portfolio of
common stock and other equity securities. This fund is managed 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.
Balanced 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.
Small-Cap Equity 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.
4
<PAGE>
Growth Equity Fund - Invests primarily in common stocks of corporations
that the trust advisor believes are undervalued and capable of generating
strong earnings growth in the near term.
Large Capital Value Fund - Invests primarily in common stocks and other
instruments convertible into common stock issued by large corporations.
Global Equity Fund - Invested primarily in equity instruments issued by
corporations from the U.S and abroad.
Stable Value Fund - Invested primarily in a diversified portfolio of
investment contracts offered by major insurance companies and financial
institutions.
Effective January 1, 1999, the Growth Equity Fund, Large Capital Value Fund
and the Global Equity Fund were introduced as investment options to the
Plan.
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. Loan balances due from terminated participants may be
deemed distributed to the participant at the time his or her account
balance is liquidated. During 1999, $539,405 of such distributions are
included in participant withdrawals and distributions in the accompanying
financial statements.
Contributions
A participant may elect to make regular semi-monthly pretax basic
contributions from 1% to 13% 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 for 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. Supplemental after-tax
contributions are permitted regardless of whether the participant
contributed the maximum pretax basic contribution eligible for a matching
employer contribution. In addition, a participant may make an approved
rollover contribution of a distribution received from another qualified
employee benefit plan. However, total contributions to the plan are subject
to IRS limitations. All regular 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.
5
<PAGE>
Participants' Withdrawals and Distributions
The Plan provides for several different types of withdrawals by
participants. 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 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
The Plan has received a determination letter dated June 12, 2000 from the
Internal Revenue Service advising that the Plan constitutes a qualified
plan under Section 401(a) of the Internal Revenue Code and is therefore
exempt from income taxes.
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 for benefit claims that have been processed and approved for
payment prior to December 31, but not paid as of that date are recorded on
Form 5500 as withdrawals. No such unpaid claims exist at December 31, 1999
or 1998. The preparation of the Plan's financial statements in conformity
with GAAP requires certain estimates and assumptions. Actual results could
differ from estimates. Due to the level of risk associated with certain
investment securities and the level of uncertainty related to changes in
the value of investment securities, it is at least reasonably possible that
changes in the near term could materially affect the amounts reported in
the Statement of Net Assets Available for Benefits.
Financial Statement Presentation
On September 15, 1999, the American Institute of Certified Public
Accountants issued Statement of Position 99-3 Accounting for and Reporting
of Certain Defined Contribution Plan Investments and Other Disclosure
Matters, which among other things, eliminated previous requirements for
presenting participant directed investment programs. This pronouncement,
which is effective for plan years ending after December 15, 1999, has been
adopted by the Plan and thus, the accompanying financial statements do not
include details of the Plan's participant-directed investment programs.
6
<PAGE>
Investments
The Plan's investments, except for its investment contracts, are stated at
fair value. Investment contracts, which are fully benefit responsive, are
stated 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.
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.
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 fair 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
are paid by BR.
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,
1999
--------------------
BR common stock $ 202,519
Registered investment companies 26,117,597
--------------------
Total net appreciation $ 26,320,116
====================
7
<PAGE>
4. Investments
Investments that comprised 5% or more of the net assets available for
benefits follow.
<TABLE>
December 31,
---------------------------------------------
<S> <C> <C>
1999 1998
-------------------- ------------------
BR common stock $55,930,009 $30,982,338
Vanguard Balanced Index Fund $13,516,765 $13,738,943
Janus Worldwide Fund $23,362,215 $12,074,554
Vanguard Institutional Index Fund $65,945,157 $48,009,760
Schwab Small-Cap Index Fund $13,387,887 $14,219,032
John Hancock Mutual Life Insurance Company - $11,314,430
guaranteed investment contract #7474-2
</TABLE>
5. Investment Contracts
The fair value of investment contracts as of December 31, 1999 and 1998 was
approximately $53,200,000 and $59,300,000, 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
1999 and 1998 was 6.07% and 6.54%, respectively. The crediting interest
rates ranged from 5.24% to 7.66% and 4.23% to 14.4% at December 31, 1999
and 1998, respectively.
8
<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, 1999 and 1998, and the changes in its net assets available for benefits for
the year ended December 31, 1999 in conformity with accounting principles
generally accepted in the United States. 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 auditing standards generally
accepted in the United States 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 schedule listed in the
accompanying table of contents on Page 1 is presented for the purpose of
additional analysis and is not a required part of the basic financial statements
but is 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. This supplemental schedule is the responsibility of the
Plan's management. The supplemental schedule 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/ PricewaterhouseCoopers LLP
June 21, 2000
9
<PAGE>
SUPPLEMENTAL SCHEDULE
<PAGE>
<TABLE>
<CAPTION>
Burlington Resources Inc. Retirement Savings Plan
Schedule H, Item 4i - Schedule of Assets Held for Investment Purposes
December 31, 1999
EIN: 91-1413284
Plan: 002
1999 Form 5500
(e)
Current
Value/
(a) (b)(c) Fair Value
------------------
<S> <C>
Investment Contracts
John Hancock Mutual Life Insurance Company
#7216, 5.24%, matures 6/20/02 $ 855,523
#7354-1, 6.18%, matures 8/1/02 1,020,491
#7474, 6.61%, matures 5/1/07 10,315,036
Continental Assurance Company
#630-05573, 5.40%, matures 9/25/02 2,890,859
#25708-101, 5.75%, matures 6/30/04 5,692,840
Massachusetts Mutual
#10516, 5.97%, matures 7/5/02 1,214,376
New York Life Insurance
#06753-002, 5.62%, 8/15/00 627,413
Chase Manhattan Bank
#401725-6, 6.55%, matures 12/30/03 3,860,658
Bank of America NT & SA
#99-073, 6.27%, matures 12/30/02 3,305,446
BMA
#1335, 5.75%, matures 11/17/03 1,596,732
Bankers Trust (Delaware)
#92-493, 5.75%, matures 2/28/03 5,516,263
UBS AG
#5002, 6.12%, matures 3/30/00 2,010,115
State Street Bank & Trust
#99007, 5.32%, matures 9/25/02 3,020,704
Monumental Life Ins. Co.
#00085TR, 6.06%, matures 9/25/02 9,139,753
UBS AG
#5040, 6.02%, matures 9/25/02 1,008,902
Prudential - Cap MAC Inc.
#10041-211, 6.61%, matures 6/14/02 1,553,270
Sun America Life Ins. Co.
#4887, 7.66%, matures 1/2/04 417,737
------------------
Total investment contracts $ 54,046,118
------------------
</TABLE>
10
<PAGE>
<TABLE>
<CAPTION>
Burlington Resources Inc. Retirement Savings Plan
Schedule H, Item 4i - Schedule of Assets Held for Investment Purposes
December 31, 1999
EIN: 91-1413284
Plan: 002
1999 Form 5500
(e)
Current
Value/
(a) (b)(c) Fair Value
------------------
<S> <C>
Cash and cash equivalents $ 1,961,516
* Burlington Resources Inc. common stock 55,930,009
Janus Worldwide Fund 23,362,215
MFS Massachusetts Investors A Trust 2,395,732
Vanguard Balanced Index Fund 13,516,765
Montag and Caldwell Growth Fund 11,955,569
* Schwab Small-Cap Index Fund 13,387,887
Vanguard Institutional Index Fund 65,945,157
Vanguard International Growth Fund 9,644,487
Participants' Notes Receivable, 7% to 10% 7,185,934
------------------
Total investments $ 259,331,389
==================
</TABLE>
* Denotes investment issued by a party-in-interest to the Plan.
11
