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, 2006
OR
[ ] Transition report pursuant to Section 15(d) of the Securities Exchange
Act of 1934 for the transition period from ________ to __________
Commission file number 001-32395
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:
ConocoPhillips, 600 N. Dairy Ashford, Houston, Texas 77079
BURLINGTON RESOURCES INC. RETIREMENT SAVINGS PLAN
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
DECEMBER 31, 2006 AND 2005
BURLINGTON RESOURCES INC. RETIREMENT SAVINGS PLAN
INDEX
DECEMBER 31, 2006
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PAGE
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.................. 1
FINANCIAL STATEMENTS
Statements of Net Assets Available for Benefits.......................... 2
Statement of Changes in Net Assets Available for Benefits................ 3
Notes to Financial Statements............................................ 4
SUPPLEMENTAL SCHEDULE
* Schedule H, Item 4i - Schedule of Assets (Held at End of Year)......... 12
* Other schedules required by Section 29 CFR 2520.103-10 of the Department of
Labor Rules and Regulations for Reporting and Disclosure under ERISA have
been omitted because they are not applicable.
EXHIBIT
23 Consent of Independent Registered Public Accounting Firm--Ham,
Langston & Brezina, L.L.P.
HAM,
LANGSTON &
BREZINA, L.L.P.
Certified Public Accountants
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Participants and Administrator of Burlington Resources Inc. Retirement
Savings Plan:
We have audited the accompanying Statements of Net Assets Available for Benefits
of the Burlington Resources Inc. Retirement Savings Plan (the Plan) as of
December 31, 2006 and 2005, and the related Statement of Changes in Net Assets
Available for Benefits for the year ended December 31, 2006. 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 the standards of the Public Company
Accounting Oversight Board (United States). Those standards 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. 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 as of
December 31, 2006 and 2005, and the changes in net assets available for benefits
for the year ended December 31, 2006, in conformity with accounting principles
generally accepted in the United States of America.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes as of December 31, 2006 is presented for 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 has been
subjected to the auditing procedures applied in the audit 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/ Ham, Langston & Brezina, L.L.P.
Houston, Texas
June 21, 2007
BURLINGTON RESOURCES INC. RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2006 AND 2005
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2006 2005
------------ ------------
ASSETS
Investments, at fair value:
Burlington Resources, Inc. common stock $ -- $ 67,251,217
ConocoPhillips common stock 56,262,842 --
Registered investment companies 177,457,307 175,504,986
Common collective trust -- 1,917,270
Participant notes receivable 3,694,260 4,989,443
Cash and cash equivalents 4,963,994 3,878,549
Synthetic investment contracts 89,857,826 102,413,659
------------
TOTAL INVESTMENTS 332,236,229 355,955,124
------------ ------------
Receivables:
Employee contributions receivable -- 441,508
Employer contributions receivable -- 293,980
Accrued interest -- 11,837
------------ ------------
TOTAL RECEIVABLES -- 747,325
------------ ------------
TOTAL ASSETS 332,236,229 356,702,449
LIABILITIES
Management fees payable (71,315) (37,037)
------------ ------------
TOTAL LIABILITIES (71,315) (37,037)
------------ ------------
NET ASSETS REFLECTING ALL INVESTMENTS AT FAIR VALUE 332,164,914 356,665,412
Adjustment from fair value to contract value for fully
benefit-responsive investment contracts 1,208,033 537,215
------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS $333,372,947 $357,202,627
============ ============
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, 2006
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2006
------------
INVESTMENT INCOME
Interest income $ 3,613,785
Dividend income 10,936,878
Net appreciation in the fair value of investments 30,968,046
------------
NET INVESTMENT INCOME 45,518,709
------------
CONTRIBUTIONS
Company 10,445,198
Participant 16,586,417
Rollover 282,644
------------
TOTAL CONTRIBUTIONS 27,314,259
------------
TOTAL ADDITIONS 72,832,968
------------
Participant withdrawals and distributions (96,540,590)
Administrative expenses (122,058)
------------
TOTAL DEDUCTIONS (96,662,648)
------------
NET DECREASE (23,829,680)
NET ASSETS AVAILABLE FOR BENEFITS
Beginning of year 357,202,627
------------
End of year $333,372,947
============
The accompanying notes are an integral part of these financial statements.
3
BURLINGTON RESOURCES INC. RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2006
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1. PLAN DESCRIPTION
The following description of the Burlington Resources Inc. (BR or the
Company) Retirement Savings Plan (Plan) provides only general information.
Participants should refer to the Plan document for a more complete
description of the Plan's provisions.
GENERAL
The Plan is a trusteed, defined contribution plan for participants of the
employer companies, BR and Burlington Resources Oil & Gas Company LP. 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 (Trustee) and individual participant accounts
are maintained by Charles Schwab Retirement Plan Services. Prior to March
31, 2006, the Plan was administered by a committee of BR corporate
executives. On March 31, 2006, BR was acquired by ConocoPhillips, and the
Plan is currently administered by the BR Retirement Savings Plan Committee,
a Plan Financial Administrator, a Plan Benefits Administrator, and the
Chief Financial Officer of ConocoPhillips.
INVESTMENTS
A participant may direct his or her contributions, account balances and the
Company match among a variety of investment funds.
ELIGIBILITY
Prior to March 31, 2006, all employees were eligible to participate in the
Plan beginning the first day of the month following full time employment,
or upon completion of 1,000 hours of service. Eligible employees who were
participants in the Plan on March 31, 2006, were allowed to continue
participation in the Plan. Individuals who were not participants in the
Plan on March 31, 2006, are not eligible to participate in the Plan after
March 31, 2006.
PARTICIPANT ACCOUNTS
A separate account is maintained for each participant reflecting the
participant's contributions and the participant's share of Company
contributions and Plan investment income (loss) net of (or in addition to)
withdrawals. Each participant can authorize the transfer of account
balances among funds or change investment options for future contributions
at any time.
Appreciation (depreciation) is allocated to participant accounts based upon
their proportionate share of assets in each investment fund.
PARTICIPANT NOTES RECEIVABLE
The Plan may make loans to actively employed participants of up to 50% of
their account balance (excluding any remaining Individual Retirement
Account balance that was entered into prior to 1998), 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 12
months. Loans are secured by the balance in a participant's account.
Interest on loans accrues at 1% above the Wall Street Journal published
prime rate, which is determined at the time the loan is taken, and remains
fixed for the term of the loan. Interest rates ranged from 5.00% to 10.50%
for loans outstanding as of December 31, 2006 and 2005. The repayment
period may be from 12 to 60 months. 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 are
4
BURLINGTON RESOURCES INC. RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2006
-------------------------------------------------------------------------------
deemed distributed to the participants during the quarter following the
quarter in which the last loan payment was made unless the participant
elects full loan repayment. There were no loans in default as of
December 31, 2006 and 2005.
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 via regular payroll deduction. Pre-tax contributions are
subject to an Internal Revenue Service (IRS) limitation of $15,000 for the
2006 plan year. Under the IRS's Catch-up Contribution provision,
participants who are at least age 50 by the plan year-end may contribute
each year on a pre-tax basis an additional amount, which was $5,000 for the
2006 plan year. The Company matches 100% of employee contributions 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, subject to IRS rules. All regular Company and participant
contributions are paid to the Plan's trustee semi-monthly, and allocated
among the investment options consistent with the participant's investment
elections.
VESTING
Participant accounts are 100% vested and nonforfeitable at all times.
VOTING RIGHTS
As a result of the acquisition of BR by ConocoPhillips on March 31, 2006,
each share of BR common stock held in the Plan on March 31, 2006 was
converted into a combination of $46.50 in cash and 0.7214 shares of
ConocoPhillips common stock. The Plan Trustee then reinvested the cash
portion, less commission fees, into additional shares of ConocoPhillips
common stock.
Each participant who had Burlington Resources Inc. common stock allocated
to his or her account during the year ended December 31, 2005 and during
the period from January 1, 2006 through March 31, 2006 was entitled to
instruct the Trustee regarding the voting of such shares in that period.
After March 31, 2006 each participant who has ConocoPhillips common stock
(Company Stock) allocated to his or her account shall be entitled to
instruct the Trustee regarding the voting of such shares. If instructions
are not received from the participant, or if shares of the Company Stock
have not been allocated to the participant's account, the Trustee shall
vote the shares in the same proportion as are voted the shares for which
instructions have been received from participants.
DIVERSIFICATION
Each participant may change the investment funds in which the balances in
his or her account are invested by electing, in increments or any whole
percentage of the account total, to have the assets in a particular
investment fund transferred within a reasonable time after the election to
any one or more of the other investment funds. Any such election shall be
made in accordance with procedures approved by the benefits committee.
PARTICIPANT WITHDRAWALS AND DISTRIBUTIONS
Withdrawals are permitted in the event of termination of employment,
retirement, permanent disability, and death, as defined by the Plan. The
Plan provides for limited in-service withdrawals by participants from
certain funds depending on their source. Generally, a participant may delay
distribution of his or her account if the balance exceeds $1,000, until
April 1 of the Plan year
5
BURLINGTON RESOURCES INC. RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2006
-------------------------------------------------------------------------------
immediately following the Plan year in which the participant attains age
70-1/2, or the participant separates from service, whichever is later.
TERMINATION OF THE PLAN
While the Company has not expressed any intention to do so, it 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.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The Plan's financial statements are presented on the accrual basis of
accounting, except for participant withdrawals and distributions, which are
recorded when paid in accordance with generally accepted accounting
principles for defined contribution plans. At December 31, 2006, and
December 31, 2005, no benefit claims had been processed and approved for
payment prior to December 31, but not paid as of that date.
USE OF ESTIMATES
The preparation of the Plan's financial statements in conformity with
accounting principles generally accepted in the United States of America
requires Plan management to make significant estimates and assumptions that
affect the reported amounts of net assets available for benefits at the
date of the financial statements and the changes in net assets available
for benefits during the reporting period and, when applicable, disclosures
of contingent assets and liabilities at the date of the financial
statements. Actual results could differ from those estimates.
RISKS AND UNCERTAINTIES
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.
INCOME TAXES
The Plan is intended to be a qualified plan pursuant to Section 401(a) of
the Internal Revenue Code (Code). The Plan received a favorable tax
determination letter dated October 25, 2002, from the IRS advising that the
Plan, as designed, was in compliance with the applicable requirements of
the Code, and is therefore exempt from income taxes. There have been
amendments to the Plan since that date; however, the Plan administrators
believe the Plan is designed and is currently being operated in compliance
with the applicable requirements of the Code.
VALUATION OF INVESTMENTS
Common stock and mutual fund securities are valued at fair value. Common
stock values are based on their quoted market prices. Investments in
registered investment companies (shares of mutual funds) are valued using
quoted market prices which represent the net asset values of shares held by
the Plan at year-end. The Plan's interest in the common collective trust is
valued based on information reported by the investment advisor using the
audited financial statements of the collective trust at year-end.
Participants' notes receivable are carried at original loan principal
balance, less principal repayments, which approximates fair value. Cash is
stated at account value. The fair value of the synthetic investment
contracts is calculated as the fair value of its component pieces: wrap
contracts paired with underlying investments. Investment contracts, which
are fully
6
BURLINGTON RESOURCES INC. RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2006
-------------------------------------------------------------------------------
benefit-responsive, are stated at contract value and are shown at fair
value with an adjustment to reflect the net asset value as contract value.
Purchases and sales of securities are recorded on a trade date basis.
Dividends are recorded on the ex-divided date.
CASH AND CASH EQUIVALENTS
All short-term investments purchased with an original maturity of three
months or less are considered cash equivalents. Cash equivalents are stated
at fair value.
INVESTMENT INCOME
Investment income includes the net appreciation or depreciation in the fair
value of the Plan's fair value investments, consisting of realized and
unrealized gains and losses. Investment income also includes interest
income related to the Plan's guaranteed investment contracts, which is
included in the net appreciation in the contract value of investment.
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. BR paid $114,465 of plan administrative expenses for the
year ended December 31, 2006.
RECENT ACCOUNTING PRONOUNCEMENTS
In December 2005, the Financial Accounting Standards Board (FASB) issued
FASB Staff Position AAG INV-1 and SOP 94-4-1, Reporting of Fully
Benefit-Responsive Investment Contracts Held by Certain Investment
Companies Subject to the AICPA Investment Company Guide and
Defined-Contribution Health and Welfare and Pension Plans (the FSP). The
FSP defines the circumstances in which an investment contract is considered
fully benefit-responsive, and provides certain reporting and disclosure
requirements for fully benefit-responsive investment contracts in defined
contribution health and welfare and pension plans. The financial statement
presentation and disclosure provisions of the FSP are effective for
financial statements issued for annual periods ending after December 15,
2006, and are required to be applied retroactively to all prior periods
presented for comparative purposes. The Plan has adopted the provisions of
the FSP at December 31, 2006.
As required by the FSP, investments in the accompanying Statements of Net
Assets Available for Benefits include fully benefit-responsive investment
contracts recognized at fair value. AICPA Statement of Position 94-4-1,
Reporting of Investment Contracts Held by Health and Welfare Benefit Plans
and Defined Contribution Pension Plans, as amended, requires fully
benefit-responsive investment contracts to be reported at fair value in the
Plan's Statement of Net Assets Available for Benefits with a corresponding
adjustment to reflect these investments at contract value. The requirements
of the FSP have been applied retroactively to the Statement of Net Assets
Available for Benefits as of December 31, 2005, presented for comparative
purposes. Adoption of the FSP had no effect on the Statement of Changes in
Net Assets Available for Benefits for any period presented.
7
BURLINGTON RESOURCES INC. RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2006
-------------------------------------------------------------------------------
3. NET APPRECIATION IN INVESTMENTS ACCOUNTED FOR AT FAIR VALUE AND CONTRACT
VALUE
Following is a summary of the components of the net appreciation in the
Plan's investments for the year ended December 31, 2006:
2006
-----------
Net appreciation in investments accounted for at fair value:
ConocoPhillips common stock $12,793,385
Registered investment companies (mutual funds) 17,015,332
Common collective trust 3,393
-----------
Total net appreciation in investments accounted for at fair value 29,812,110
-----------
Net appreciation in investments accounted for at contract value:
Investment contracts 1,155,936
-----------
Total net appreciation in investments $30,968,046
===========
4. INVESTMENTS
Investments that comprised 5% or more of the net assets available for
benefits for the years ended December 31, 2006 and 2005, are as follows:
2006 2005
----------- ------------
Burlington Resources, Inc. common stock $ *** $ 67,251,217
ConocoPhillips common stock 56,262,842 ***
Dodge & Cox Stock Fund 40,382,101 33,020,558
Rice Hall James Micro Cap Fund 27,128,990 32,654,436
Templeton Instl Foreign Equity Fund 39,975,026 **
Vanguard Institutional Index Fund 35,680,825 43,222,443
Vanguard International Growth Admiral Fund ** 31,752,441
Primco Fixed Income Fund:
Cash and cash equivalents 4,963,994 3,878,549
Synthetic investment contracts (at fair value)* 89,857,826 102,413,659
Adjustment from fair value to contract value 1,208,033 537,215
----------- ------------
Total Primco Fixed Income Fund 96,029,853 106,829,423
* Investment contracts (see Note 5)
** Less than 5% of Plan assets in the period indicated
*** Not applicable in the period indicated
5. INVESTMENT CONTRACTS
INVESTMENT CONTRACTS WITH INSURANCE COMPANIES
The Plan invests in synthetic investment contracts (synthetic GICs). A
synthetic GIC is a wrap contract paired with an underlying single or
multiple high quality fixed income investments, or paired
8
BURLINGTON RESOURCES INC. RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2006
-------------------------------------------------------------------------------
with units of a collective trust bond portfolio. Both the wrap contracts
and the underlying investments are owned by the Plan. Wrap contracts are
issued by financial services institutions. A synthetic GIC credits a stated
interest rate for a specified period of time. Investment gains and losses
are amortized over the expected duration of the underlying investments of
that contract through the calculation of an interest rate applicable to the
contract on a prospective basis. The wrap contracts provide for a variable
crediting rate, which typically resets monthly or quarterly, and the issuer
of the wrap contract provides assurance that future adjustments to the
crediting rate cannot result in a crediting rate less than zero.
The wrap contract crediting rate is based on the current yield-to-maturity
of the covered investments, plus or minus an amortization of the difference
between the market value and contract value of the covered investments over
the duration of the covered investments at the time of computation. The
crediting rate is affected by the change in the annual effective
yield-to-maturity of the underlying securities, and is also affected by the
differential between the contract value and the market value of the covered
investments. Depending on the change in duration from reset period to reset
period, the magnitude of the impact to the crediting rate of the contract
to market difference is heightened or lessened.
Certain events limit the ability of the Plan to transact at contract value
with the wrap contract. Such events include the following: (i) complete or
partial Plan termination or merger with another plan; (ii) changes to the
Plan's prohibition on competing investment options or deletion of equity
wash provisions; (iii) bankruptcy of the Plan sponsor or other Plan sponsor
events (e.g. divestitures or spin-offs of a subsidiary) which cause a
significant withdrawal from the Plan or; (iv) the failure of the trust to
qualify for exemption from federal income taxes or any required prohibited
transaction exemption under ERISA. The Plan Administrators do not believe
that the occurrences of any such value event, which would limit the Plan's
ability to transact at contract value with participants is probable.
Wrap contracts generally impose conditions on the Plan. If an event of
default occurs and is not cured, the issuer may terminate the contract. The
following may cause the Plan to be in default: (i) a breach of material
obligation under the contract; (ii) a material misrepresentation; or (iii)
a material amendment to the Plan agreement that is not approved and
accepted by the issuer. The Plan may terminate wrap contracts at any time
with notice, typically 30 days. Other than for reasons of Plan default,
wrap contract issuers may generally only terminate contracts upon the
completion of certain contract requirements, such as completion of a
specified period of time.
If, in the event of default of an issuer, the Plan were unable to obtain a
replacement investment contract, withdrawing plans may experience losses if
the value of the Plan's assets no longer covered by the contract is below
contract value. The Plan may seek to add additional issuers over time to
diversify the Plan's exposure to such risk, but there is no assurance that
the Plan may be able to do so. The combination of the default of an issuer
and an inability to obtain a replacement agreement could render the Plan
unable to achieve its objective of maintaining a stable contract value. The
terms of an investment contract generally provide for settlement of
payments only upon termination of the contract or total liquidation of the
covered investments. Generally, payments will be made pro-rata, based on
the percentage of investments covered by each issuer. Contract termination
occurs whenever the contract value or market value of the covered
investments reaches zero or upon certain events of default. If the contract
terminates due to issuer default, the issuer will generally be required to
pay to the Plan the excess, if any, of contract value over market value on
the date of termination. If
9
BURLINGTON RESOURCES INC. RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2006
-------------------------------------------------------------------------------
the contract terminates when the market value equals zero, the issuer will
pay the excess of contract value over market value to the Plan to the
extent necessary for the Plan to satisfy outstanding contract value
withdrawal requests.
As described in Note 2, because the synthetic GICs are fully
benefit-responsive, contract value is the relevant measurement attribute
for that portion of the net assets available for benefits attributable to
the synthetic GICs. Contract value represents contributions made under the
contract, plus earnings, less participant withdrawals and administrative
expenses. Participants may ordinarily direct the withdrawal or transfer of
all or a portion of their investment at contract value.
The average yields for the synthetic GICs during the years ended December
31, 2006, and 2005, based on actual earnings, was 5.14% and 4.85%,
respectively. The average yields for the synthetic GICs during the years
ended December 31, 2006, and 2005, based on interest rates credited to
participants, was 4.88% and 4.61%, respectively.
6. PARTY-IN-INTEREST TRANSACTIONS
During 2005 and through March 31, 2006, the Plan provided for investment in
shares of BR common stock. As a result of the acquisition of BR by
ConocoPhillips on March 31, 2006, the Plan currently provides for
investment in shares of ConocoPhillips common stock. The Plan also invests
in participant loans. These transactions qualify as party-in-interest
transactions. These party-in-interest transactions are exempt from the
ERISA prohibited transaction rules; consequently, these transactions are
permissible.
BR pays the costs of administering the Plan and a committee of BR corporate
executives administered the Plan prior to March 31, 2006. The Plan is
currently administered by the BR Retirement Savings Plan Committee, a Plan
Financial Administrator, a Plan Benefits Administrator, and the Chief
Financial Officer of ConocoPhillips.
7. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits as
of December 31, 2006 and 2005, as reflected in these financial statements,
to the amounts reflected in the Plan's Form 5500:
2006 2005
------------ ------------
Net assets available for benefits as reported
in the financial statements $333,372,947 $357,202,627
Less: Adjustment from fair value to contract value for
fully benefit-responsive investment contracts (1,208,033) --
------------ ------------
Net assets available for benefits as reported
in the Form 5500 $332,164,914 $357,202,627
============ ============
10
BURLINGTON RESOURCES INC. RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2006
-------------------------------------------------------------------------------
The following is a reconciliation of net decrease for the year ended
December 31, 2006, as reflected in these financial statements, to the
amounts reflected in the Plan's Form 5500:
2006
------------
Net decrease as reported in the financial statements $(23,829,680)
Adjustment from fair value to contract value for
fully benefit-responsive investment contracts (1,208,033)
------------
Net decrease as reported in the Form 5500 $(25,037,713)
============
11
BURLINGTON RESOURCES INC. RETIREMENT SAVINGS PLAN
SCHEDULE H, ITEM 4I - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2006
PLAN NUMBER: 002
EIN: 38-3733223
(C) DESCRIPTION OF INVESTMENT, INCLUDING
(B) IDENTITY OF ISSUE, BORROWER, LESSOR OR MATURITY DATE, RATE OF INTEREST, (E) CURRENT
(A) SIMILAR PARTY COLLATERAL, PAR OR MATURITY VALUE VALUE***
--- ------------------------------------------- ------------------------------------------- -----------
Bank of America NT & SA Synthetic investment contract, #03-091,
4.70%, no maturity date $16,770,336
ING Life Insurance and Annuity Co. Synthetic investment contract, #60096,
5.52%, no maturity date 14,309,950
Monumental Life Ins. Co. Synthetic investment contract, #00085TR,
3.13%, matures April 2009 2,024,773
Pacific Life Insurance Synthetic investment contract,
#G-26950.01.0001, 5.12%, no maturity date 19,237,785
Rabobank Nederland Synthetic investment contract, #BRS
100201, 3.89%, no maturity date 21,059,891
UBS AG Synthetic investment contract, #5194,
4.94%, no maturity date 16,455,091
Dodge & Cox Stock Fund Registered Investment Company 40,382,101**
Hartford Growth Fund Registered Investment Company 7,106,610
Rice Hall James Micro Cap Fund Registered Investment Company 27,128,990**
Templeton Institutional Foreign Equity Fund Registered Investment Company 39,975,026**
Vanguard Balanced Index Institutional Fund Registered Investment Company 15,469,394
Vanguard Institutional Index Fund Registered Investment Company 35,680,825**
Vanguard Total Bd Mkt Index Adm Fund Registered Investment Company 3,214,140
W & R Small Cap Growth Fund Registered Investment Company 8,500,221
Wachovia Bank Interest bearing deposits 4,963,994
* ConocoPhillips Common stock 56,262,842**
* Participants Loans to Plan participants, interest rates
ranging from 5.00% to 9.50% 3,694,260
------------
TOTAL $332,236,229
============
* Denotes investment issued by a party-in-interest to the Plan.
** Represents asset comprising at least 5% of net assets available for
benefits.
*** Cost information is not presented because all investments are
participant-directed.
12
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Burlington Resources Inc. Retirement Savings Plan Committee has duly caused this
annual report to be signed on its behalf by the undersigned hereunto duly
authorized.
Burlington Resources Inc.
Retirement Savings Plan
Date: June 21, 2007 /s/ J. W. Sheets
----------------------------------------
J. W. Sheets
Plan Financial Administrator
13
Exhibit Index
EXHIBIT
-------
23 Consent of Independent Registered Public Accounting Firm--Ham,
Langston & Brezina, L.L.P