UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 11-K
(Mark One)
(X) Annual report pursuant to Section 15(d) of the Securities Exchange
Act of 1934 For the fiscal year ended December 31, 2000
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, 2000 and 1999 and
for the Year Ended December 31, 2000
Burlington Resources Inc. Retirement Savings Plan
Table of Contents
Financial Statements
Statement of Net Assets Available for Benefits as
of December 31, 2000 and 1999 2
Statement of Changes in Net Assets Available for
Benefits for the year ended December 31, 2000 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, 2000 10
Exhibit
23 Consent of Independent Accountants
Burlington Resources Inc. Retirement Savings Plan
Statement of Net Assets Available for Benefits
December 31,
------------------------------------------
2000 1999
------------------ --------------------
Investments
At fair value
Burlington Resources Inc. common stock $ 46,356,730 $ 55,930,009
Registered investment companies 134,590,632 140,207,812
Participants' notes receivable 5,987,605 7,185,934
Cash and cash equivalents 5,888,683 1,961,516
At contract value
Unallocated investment contracts 37,586,122 54,046,118
Synthetic investment contracts 19,860,924 -
------------------- -------------------
Total investments 250,270,696 259,331,389
------------------- -------------------
Contributions receivable
Company 228,336 -
Participants 330,040 -
------------------- -------------------
Net assets available for benefits $ 250,829,072 $ 259,331,389
=================== ===================
The accompanying notes are an integral part of these financial statements.
2
Burlington Resources Inc. Retirement Savings Plan
Statement of Changes in Net Assets
Available for Benefits
Year Ended
December 31,
2000
--------------------
Investment Income
Interest income $ 3,725,509
Dividend income 8,363,165
Net appreciation in the fair value of investments 5,348,523
--------------------
Net investment income 17,437,197
--------------------
Contributions
Company 7,176,309
Participants 10,139,200
--------------------
Total contributions 17,315,509
--------------------
Total additions 34,752,706
--------------------
Participant withdrawals and distributions 43,093,381
Administrative expenses 161,642
--------------------
Total deductions 43,255,023
--------------------
Net decrease (8,502,317)
Net assets available for benefits
Beginning of year 259,331,389
--------------------
End of year $ 250,829,072
====================
The accompanying notes are an integral part of these financial statements.
3
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 LP (formerly known as
Burlington Resources Oil & Gas Company), 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.
Investments
A participant may direct his or her contributions and account balances
among 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 of America.
Balanced Fund - Invested 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 -At least 65% of its total assets are invested in
common stock, or other equity securities including preferred stocks,
rights and warrants of the second 1,000 largest U.S. corporations.
Growth Equity Fund - Invested primarily in common stocks of corporations
that the trust advisor believes are undervalued and capable of generating
strong earnings growth in the near term.
4
Large Capital Value Fund - Invested 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.
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. Interest on
loans accrues at 1% above the Wall Street Journal published 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 particpants at the time his or her account balance is liquidated.
During 2000, $1,213,038 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 pre-tax and/or
after-tax contributions from 1% to 13% of his or her total eligible
compensation. Pre-tax contributions are subject to an IRS limitation of
$10,500. The Company matches 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.
In addition, a participant may make an approved rollover contribution
from another qualified employee benefit plan. All regular Company and
participant contributions are paid to the Plan's trustee semi-monthly.
Vesting
Participant accounts are 100% vested and nonforfeitable at all times.
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.
5
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
reported on Form 5500 as withdrawals. No such unpaid claims exist at
December 31, 2000 or 1999. 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 their value, 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.
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), is 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.
6
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 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 Expenses
Certain administrative expenses and professional fees incurred by the
Plan are paid by BR, including record keeping and trust fees.
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,
2000
--------------------
BR common stock $ 26,912,632
Registered investment companies (21,564,109)
--------------------
Total net appreciation $ 5,348,523
====================
4. Investments
Investments that comprised 5% or more of the net assets available for
benefits follow.
December 31,
---------------------------------------------------
2000 1999
------------------------ -------------------------
BR common stock $ 46,356,730 $ 55,930,009
Vanguard Balanced Index Fund $ 13,581,882 $ 13,516,765
Janus Worldwide Fund $ 29,553,641 $ 23,362,215
Vanguard Institutional Index Fund $ 52,444,999 $ 65,945,157
Schwab Small-Cap Index Fund $ 17,681,087 $ 13,387,887
7
5. Investment Contracts
The fair value of investment contracts as of December 31, 2000 and 1999
was approximately $58,100,000 and $53,200,000, 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 2000 and 1999 was 6.50% and 6.07%, respectively. The
crediting interest rates ranged from 5.13% to 7.50% and 5.24% to 7.66% at
December 31, 2000 and 1999, respectively.
8
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, 2000 and 1999, and the changes in its net assets available for benefits for
the year ended December 31, 2000 in conformity with accounting principles
generally accepted in the United States of America. 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 of America 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 our opinion.
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 28, 2001
9
SUPPLEMENTAL SCHEDULE
Burlington Resources Inc. Retirement Savings Plan
Schedule H, Item 4i - Schedule of Assets Held for Investment Purposes
December 31, 2000
EIN: 91-1413284
Plan: 002
2000 Form 5500
(e)
Current
Value/
(a) (b)(c) Fair Value
------------------
Unallocated Investment Contracts
John Hancock Mutual Life Insurance Company
#7216, 5.24%, matures 6/20/02 $ 275,242
#7354-1, 5.84%, matures 8/1/02 2,523,827
#7474, 6.66%, no maturity date 9,159,998
Continental Assurance Company
#630-05573, 5.85%, matures 2/15/06 2,540,875
#25708-101, 6.39%, no maturity date 5,788,636
Massachusetts Mutual
#10516, 5.41%, no maturity date 955,166
Chase Manhattan Bank
#401725-G, 6.57%, no maturity date 3,599,696
Bank of America NT & SA
#99-043, 6.45%, no maturity date 2,477,765
BMA
#1335, 5.75%, matures 11/17/03 1,688,803
State Street Bank & Trust
#99007, 5.68%, matures 5/15/08 2,821,652
Monumental Life Ins. Co.
#00214FR, 6.98%, matures 10/30/03 1,517,290
UBS AG
#5002, 6.93%, no maturity date 2,131,885
Prudential - Cap MAC Inc.
#10041-211, 6.61%, matures 6/14/02 1,655,941
Sun America Life Ins. Co.
#4887, 7.44%, matures 1/2/04 449,346
------------------
Total unallocated investment contracts $ 37,586,122
------------------
10
Burlington Resources Inc. Retirement Savings Plan
Schedule H, Item 4i - Schedule of Assets Held for Investment Purposes
December 31, 2000
EIN: 91-1413284
Plan: 002
2000 Form 5500
(Continued)
(e)
Current
Value/
(a) (b)(c) Fair Value
------------------
Synthetic investment contracts
Monumental Life Ins. Co. #00085TR
Citibank Credit Card MT, 5.50%, matures 2/15/04 $ 2,015,874
Citibank Credit Card MT, 6.10%, matures 5/15/06 1,007,032
Federal Home Loan Mortgage Co., 6.25%, matures 7/15/04 1,569,947
Federal National Mortgage Co., 5.13%, matures 2/13/04 2,518,715
United States Treasury, 5.75%, matures 10/31/02 1,018,751
United States Dollars (10,695)
Monumental Life Ins. Co. Wrapper 8,372
Chase Manhattan Bank, #401725-T
Daimler Chrysler, 6.21%, matures 9/8/03 1,506,572
Ford Auto Owners Trust, 6.56%, matures 4/15/03 1,530,723
General Electric Capital, 7.50%, matures 6/5/03 519,712
General Electric Capital, 6.75%, matures 9/11/03 519,765
United States Dollars 27,140
Chase Manhattan Bank Wrapper (72,850)
UBS AG, #5040
Capital Auto Rec Asset Trust, 6.51%, matures 12/15/01 1,413,054
Federal National Mortgage Co., 5.13%, matures 2/13/04 1,007,486
Ford Auto Owners Trust, 7.24%, matures 7/13/03 1,536,216
Ford Auto Owners Trust, 7.15%, matures 1/15/02 1,828,166
United States Treasury, 5.88%, matures 11/30/01 2,015,630
United States Dollars 22,535
UBS AG Wrapper (121,221)
------------------
Total synthetic investment contracts 19,860,924
------------------
Total investment contracts $ 57,447,046
------------------
11
Burlington Resources Inc. Retirement Savings Plan
Schedule H, Item 4i - Schedule of Assets Held for Investment Purposes
December 31, 2000
EIN: 91-1413284
Plan: 002
2000 Form 5500
(Continued)
(e)
Current
Value/
(a) (b)(c) Fair Value
------------------
Cash and cash equivalents $ 5,888,683
* Burlington Resources Inc. common stock 46,356,730
Janus Worldwide Fund 29,553,641
MFS Massachusetts Investors A Trust 2,516,330
Vanguard Balanced Index Fund 13,581,882
Montag and Caldwell Growth Fund 9,286,959
* Schwab Small-Cap Index Fund 17,681,087
Vanguard Institutional Index Fund 52,444,999
Vanguard International Growth Fund 9,525,734
Participants' Notes Receivable, 9.5% to 10.5% 5,987,605
------------------
Total investments $ 250,270,696
==================
* Denotes investment issued by a party-in-interest to the Plan.
12
The Retirement Savings Plan. Pursuant to the requirements of the Securities
Exchange Act of 1934, the person who administers the employee benefit plan has
duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
Retirement Savings Plan
---------------------------
Date June 28, 2001 ---------------------------
------------- /s/ William Usher
Vice President
Human Resources & Administration
13
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 28, 2001 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 28, 2001