8-KFinancial EventsExhibits & Filings

CONOCOPHILLIPS 8-K Report, Auditor Change (May 15, 2006)

Filed May 15, 2006For Securities:COP

Summary

This 8-K filing by ConocoPhillips (COP) primarily announces a change in the independent accountant for the Burlington Resources Inc. Retirement Savings Plan. Following ConocoPhillips' acquisition of Burlington Resources Inc. on March 31, 2006, the plan's audit and finance committee approved the appointment of Ham, Langston & Brezina, L.L.P. as the new independent accountant for the fiscal year ending December 31, 2005. Concurrently, PricewaterhouseCoopers LLP (PwC) was dismissed from this role. The filing clarifies that the change was not due to any disagreements with PwC regarding accounting principles, financial statement disclosures, or auditing procedures. PwC's previous reports on the plan's financial statements for 2004 and 2003 were unqualified and did not contain any adverse opinions or modifications. Furthermore, no reportable events or consultations with the new auditor on such matters occurred prior to the change.

Key Highlights

  • 1ConocoPhillips, post-acquisition of Burlington Resources Inc., has overseen a change in the independent accountant for the Burlington Resources Inc. Retirement Savings Plan.
  • 2Ham, Langston & Brezina, L.L.P. has been appointed as the new independent accountant for the plan for the year ended December 31, 2005.
  • 3PricewaterhouseCoopers LLP (PwC) has been dismissed as the independent accountant for the plan.
  • 4The change in accountants was approved by the Audit and Finance Committee of ConocoPhillips' Board of Directors.
  • 5There were no disagreements with the former accountant (PwC) on any matters of accounting principles, financial statement disclosure, or auditing scope.
  • 6PwC's reports on the plan's financial statements for the fiscal years 2004 and 2003 were unqualified.
  • 7No 'reportable events' as defined by Regulation S-K occurred with respect to the plan during the relevant periods.

Frequently Asked Questions

ConocoPhillips, following its acquisition of Burlington Resources Inc., reviewed the plan's accounting oversight. The change was made to appoint Ham, Langston & Brezina, L.L.P. as the new independent accountant for the fiscal year 2005, leading to the dismissal of PricewaterhouseCoopers LLP (PwC).

No, the filing explicitly states that there were no disagreements with PwC on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedure during the fiscal years 2004 and 2003, and through May 9, 2006.

This event is primarily administrative concerning the retirement savings plan of an acquired entity. For investors in ConocoPhillips itself, it's an indication of the post-acquisition integration process and the company's commitment to proper governance and financial oversight of its subsidiaries and their related plans. The absence of disagreements with the former auditor suggests a smooth transition without any underlying financial statement issues being highlighted by the change.

'Reportable events' refers to specific triggers outlined in SEC regulations (Item 304(a)(1)(v) of Regulation S-K) that must be disclosed when changing accountants. These can include disagreements, consultations on accounting issues, or financial statement restatements. The filing confirms that no such reportable events occurred, reinforcing that the change was routine and not prompted by any significant accounting issues.