UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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): January 12,
2005
HALLIBURTON
RETIREMENT AND
SAVINGS
PLAN
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State
or Other Jurisdiction of
Incorporation)
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1-3492
|
No.
75-2677995
|
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
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1401
McKinney, Suite 2400, Houston, Texas
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77010
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(713)
759-2600
(Registrant’s
Telephone Number, Including Area Code)
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check
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 (see
General
Instruction A.2. below):
|
o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
|
o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
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INFORMATION
TO BE INCLUDED IN REPORT
Item
4.01. Changes
in Registrant’s Certifying Accountant
(a)
Former Principal Independent Accountant.
On
January 12, 2005, the Halliburton Retirement and Savings Plan (the “Plan”)
dismissed KPMG LLP (“KPMG”) as the principal independent accountant auditing the
Plan’s financial statements. The audit reports of KPMG on the Plan’s financial
statements as of and for the years ended December 31, 2003 and 2002 did not
contain any adverse opinion or disclaimer of opinion, nor were they qualified
or
modified as to uncertainty, audit scope or accounting principles.
The
Plan’s Benefits Committee approved the change in the principal independent
accountant for the Plan.
In
connection with the audits of the two fiscal years ended December 31, 2003
and 2002 and the subsequent period through January 12, 2005, there were no
disagreements with KPMG on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedures, which
disagreements, if not resolved to the satisfaction of KPMG, would have caused
them to make reference in their opinions to the subject matter of the
disagreement. In addition, none of the “reportable events” described in
Item 304(a)(1)(v) of Regulation S-K occurred with respect to the Plan
during the fiscal years ended December 31, 2003 and 2002 and the subsequent
period through January 12, 2005.
(b)
New Principal Independent Accountant. On February 3, 2005, after considering
proposals received, the Plan engaged Harper & Pearson Company, P.C. (“Harper
Pearson”) as the principal independent accountant for 2004 for the Plan.
During
the years ended December 31, 2003 and 2002 and the subsequent period
through February 3, 2005, neither the Plan nor anyone acting on the Plan’s
behalf consulted Harper Pearson regarding (1) the application of accounting
principles to a specified transaction, either completed or proposed, or the
type
of audit opinion that might be rendered on the Plan’s financial statements; or
(2) any matter that was either the subject of a disagreement as defined in
Item 304(a)(1)(iv) of Regulation S-K or a “reportable event” described
in Item 304(a)(1)(v) of Regulation S-K.
Item
9.01. Financial
Statements and Exhibits.
The
exhibit listed below is filed herewith.
(d) Exhibits.
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16.1
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Letter
of KPMG LLP to the Securities and Exchange Commission dated March
3,
2006.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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HALLIBURTON
COMPANY
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Date:
March 3, 2006
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By:
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/s/ Bruce A. Metzinger |
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Bruce
A. Metzinger
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Assistant
Secretary
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EXHIBIT
16.1
KPMG
LLP
700
Louisiana Street
Houston,
TX 77002
March
3,
2006
Securities
and Exchange Commission
Washington,
D.C. 20549
Ladies
and Gentlemen:
We
were
previously principal accountants for the
Halliburton Retirement and Savings Plan (the “Plan”) and, under the date of June
25, 2004, we reported on the financial statements and supplemental schedule
of
the Plan as of December 31, 2003 and 2002 and for the years then ended.
On
January 12, 2005, our appointment as principal accountants for the Plan
was
terminated. We have read the Plan’s statements included under Item 4.01 of its
Form 8-K dated March 3, 2006, and we agree with such statements except
that we
are not in a position to agree or disagree with the Plans’ statements that (i)
the change was approved by the Plan’s Benefits Committee, or (ii) the statements
in Item 4.01 (b).
Very
truly yours,
/s/
KPMG
LLP
(KPMG)