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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/23/23 ConocoPhillips 8-K:8,9 5/23/23 14:539K Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 32K 2: EX-1.1 Underwriting Agreement or Conflict Minerals Report HTML 151K 3: EX-4.2 Instrument Defining the Rights of Security Holders HTML 80K 4: EX-5.1 Opinion of Counsel re: Legality HTML 12K 9: R1 Cover HTML 50K 12: XML IDEA XML File -- Filing Summary XML 13K 10: XML XBRL Instance -- tm2316452d1_8k_htm XML 20K 11: EXCEL IDEA Workbook of Financial Report Info XLSX 8K 6: EX-101.DEF XBRL Definitions -- cop-20230523_def XML 74K 7: EX-101.LAB XBRL Labels -- cop-20230523_lab XML 104K 8: EX-101.PRE XBRL Presentations -- cop-20230523_pre XML 71K 5: EX-101.SCH XBRL Schema -- cop-20230523 XSD 14K 13: JSON XBRL Instance as JSON Data -- MetaLinks 27± 37K 14: ZIP XBRL Zipped Folder -- 0001104659-23-063639-xbrl Zip 78K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): i May 23, 2023
(Exact Name of Registrant as Specified in its Charter)
| i Delaware | i 001-32395 | i 01-0562944 | ||
| (State or other
jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
i 925 N. Eldridge Parkway
i Houston,
i Texas i 77079
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: ( i 281) i 293-1000
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:
i ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||
| i Common Stock, $0.01 Par Value | i COP | i New York Stock Exchange | ||
| i 7% Debentures due 2029 | i CUSIP – 718507BK1 | i New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 8.01 Other Events.
On May 9, 2023, ConocoPhillips Company (“CPCo”), a Delaware corporation and wholly owned subsidiary of ConocoPhillips, a Delaware corporation (“ConocoPhillips”), entered into a Terms Agreement (including the provisions of the Underwriting Agreement incorporated by reference in the Terms Agreement), dated May 9, 2023 (the “Terms Agreement”), among CPCo, ConocoPhillips and the several Underwriters named in Schedule A to the Terms Agreement, relating to the underwritten public offering by CPCo of $1,100,000,000 aggregate principal amount of its 5.300% Notes due 2053 (the “Notes”), fully and unconditionally guaranteed by ConocoPhillips, to be issued pursuant to the Indenture, dated as of December 7, 2012 (the “Indenture”), among CPCo, as issuer, ConocoPhillips, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee. The terms of the Notes are further described in the prospectus supplement of ConocoPhillips and CPCo dated May 9, 2023, together with the related prospectus dated August 5, 2020, as filed with the Securities and Exchange Commission under Rule 424(b)(2) of the Securities Act of 1933 on May 10, 2023, which description is incorporated herein by reference.
A copy of the Terms Agreement (including the provisions of the Underwriting Agreement incorporated by reference in the Terms Agreement), the Indenture and the form of the terms of Notes have been filed as Exhibits 1.1, 4.1 and 4.2, respectively, to this report and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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.
| CONOCOPHILLIPS | ||
| Date: May 23, 2023 | By: | /s/ Kontessa S. Haynes-Welsh |
| Name: | Kontessa S. Haynes-Welsh | |
| Title: | Vice President and Treasurer | |
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / For Period end: | 5/23/23 | |||
| 5/10/23 | 424B2, FWP | |||
| 5/9/23 | 4, 424B5, FWP | |||
| 8/5/20 | S-3ASR | |||
| 12/7/12 | 3, 8-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/09/23 ConocoPhillips 424B2 2:638K Toppan Merrill/FA 8/08/23 ConocoPhillips 424B5 1:584K Toppan Merrill/FA 8/03/23 ConocoPhillips S-3ASR 8/03/23 9:768K Toppan Merrill/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/07/12 ConocoPhillips 8-K:8,9 12/04/12 5:623K Donnelley … Solutions/FA |