UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): May 9, 2006
Burlington Resources Inc. Retirement Savings Plan
(Exact name of registrant as specified in its charter)
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| Delaware
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001-32395
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01-0562944 |
| (State or other jurisdiction of
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(Commission
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(I.R.S. Employer |
| incorporation)
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File Number)
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Identification No.) |
600 North Dairy Ashford
Houston, Texas 77079
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (
281) 293-1000Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of
the registrant under any of the following provisions:
o Written Communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a -12 under the Exchange Act (17 CFR 240.14a -12))
o Pre-commencement communications pursuant to Rule 14d-(2(b) under the Exchange Act (17 CFR
240.13e-4(c))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
Item 4.01 Changes in Registrant’s Certifying Accountant.
On
May 9, 2006, Ham, Langston & Brezina, L.L.P. was appointed as the independent accountant for
the Burlington Resources Inc. Retirement Savings Plan (the
“Plan”) for the year ended
December 31,
2005, and on
May 9, 2006, PricewaterhouseCoopers LLP (
“PwC”) was dismissed as the independent
accountant for the Plan. The decision to change independent accountants was approved by the Audit
and Finance Committee of the Board of Directors of ConocoPhillips, which acquired Burlington
Resources Inc. on
March 31, 2006.
The reports of PwC on the financial statements of the Plan for the fiscal years ended
December
31, 2004 and
2003, did not contain an adverse opinion or disclaimer of opinion, nor were they
qualified or modified as to uncertainty, audit scope, or accounting principle.
During the fiscal years ended
December 31, 2004 and
2003, and through
May 9, 2006, there were
no disagreements with PwC on any matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction
of PwC, would have caused PwC to make reference thereto in its reports on the Plan’s financial
statements for such years.
During the fiscal years ended
December 31, 2004 and
2003, and through
May 9, 2006, there were
no
“reportable events” with respect to the Plan as that term is defined in Item 304(a)(1)(v) of
Regulation S-K.
During the fiscal years ended
December 31, 2004 and
2003, and through
May 9, 2006, the Plan
did not consult with Ham, Langston & Brezina, L.L.P. with respect to the Plan regarding any of the
matters or events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.
The Plan provided a copy of the foregoing disclosures to PwC prior to the date of the filing
of this report and requested PwC furnish it with a letter addressed to the Securities and
Exchange Commission stating whether or not it agrees with such statements. A copy of the letter PwC
furnished in response to that request is filed as
Exhibit 16.1 to this Form 8-K.
Item 9.01 Financial Statements and Exhibits
Exhibit 16.1 Letter of PricewaterhouseCoopers LLP, dated
May 9, 2006, regarding change in
certifying accountant of Burlington Resources Inc. Retirement Savings Plan.
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