8-K
CONOCOPHILLIPS (COP)
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): February 25, 2021 (February 22, 2021)
ConocoPhillips
(Exact name of registrant as specified in its charter)
| Delaware | 001-32395 | 01-0562944 |
|---|---|---|
| (State or other<br> jurisdiction of <br><br>incorporation) | (Commission<br><br>File Number) | (I.R.S. Employer<br><br>Identification No.) |
925 N. Eldridge Parkway Houston, Texas
77079
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code:
(281
) 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:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ 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 symbols | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $.01 Par Value | COP | New York Stock Exchange |
| 7% Debentures due 2029 | CUSIP<br> – 718507BK1 | 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).
Emerging growth company ¨
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 5.02 | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTSOF CERTAIN OFFICERS |
|---|
On February 22, 2021, Matthew J. Fox announced his decision to retire as executive vice president and chief operating officer of ConocoPhillips. Mr. Fox will remain in his position as executive vice president and chief operating officer until April 30, 2021. Effective upon Mr. Fox’s retirement, ConocoPhillips will reorganize the leadership team and eliminate the chief operating officer position. The press release issued by ConocoPhillips on February 25, 2021 announcing Mr. Fox’s retirement is filed as Exhibit 99.1 hereto and incorporated herein by reference.
| Item 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
|---|
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | — Press release issued by ConocoPhillips<br>on February 25, 2021. |
| 104 | — Cover Page Interactive Data File (formatted as Inline XBRL and filed herewith). |
| --- | --- |
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 | |
|---|---|
| /s/ Shannon B. Kinney | |
| Shannon B. Kinney<br><br> <br>Deputy General Counsel, Chief Compliance<br> Officer and Corporate Secretary | |
| February 25, 2021 |
Exhibit 99.1
| 925 North Eldridge Parkway<br><br><br><br>Houston, TX 77079<br><br><br><br>Media Relations: 281-293-1149<br><br><br><br>www.conocophillips.com/media | |
|---|---|
| NEWS RELEASE | Feb. 25, 2021 |
| --- | --- |
ConocoPhillips Announces MattFox to Retire After 35 Years with the Company
HOUSTON – ConocoPhillips (NYSE: COP) today announced the retirement of Matt Fox as executive vice president and chief operating officer after a successful 35-year career with the company. The retirement is effective on May 1, 2021.
Fox began his career with Conoco as a reservoir engineer and held numerous positions of increasing responsibility until becoming a member of the executive leadership team at the time of ConocoPhillips’ spinoff of its downstream operations in 2012. Since then, he has led operations, exploration, technical functions, business development and strategic activities across the company.
“I want to thank Matt for his many contributions over the course of his career with ConocoPhillips, but especially as a member of our executive leadership team,” said Ryan Lance, chairman and chief executive officer. “Matt has played a valuable role in helping to guide our successful transformation as an independent E&P company through his technical and mentoring work in decision analysis and capital allocation processes, as well as his support of numerous portfolio high-grading accomplishments, including the recent acquisition of Concho Resources. I wish Matt the very best in retirement.”
--- # # # ---
About ConocoPhillips
Headquartered in Houston, Texas, ConocoPhillips had operations and activities in 15 countries, $63 billion of total assets, and approximately 9,700 employees at Dec. 31, 2020. Production excluding Libya averaged 1,118 MBOED for the 12 months ended Dec. 31, 2020, and proved reserves were 4.5 BBOE as of Dec. 31, 2020. For more information, go to www.conocophillips.com.
Contacts
John C. Roper (media)
281-293-1451
john.c.roper@conocophillips.com
Investor Relations
281-293-5000
investor.relations@conocophillips.com
CAUTIONARY STATEMENT FOR THE PURPOSES OF THE "SAFEHARBOR" PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
This news release contains forward-looking statements asdefined under the federal securities laws. Forward-looking statements relate to future events and anticipated results of operations,business strategies, and other aspects of our operations or operating results. Words and phrases such as “anticipate,"“estimate,” “believe,” “budget,” “continue,” “could,” “intend,”“may,” “plan,” “potential,” “predict," “seek,” “should,”“will,” “would,” “expect,” “objective,” “projection,” “forecast,”“goal,” “guidance,” “outlook,” “effort,” “target” and other similarwords can be used to identify forward-looking statements. However, the absence of these words does not mean that the statementsare not forward-looking. Where, in any forward-looking statement, the company expresses an expectation or belief as to future results,such expectation or belief is expressed in good faith and believed to be reasonable at the time such forward-looking statementis made. However, these statements are not guarantees of future performance and involve certain risks, uncertainties and otherfactors beyond our control. Therefore, actual outcomes and results may differ materially from what is expressed or forecast inthe forward-looking statements.
Factors that could cause actual results or events to differmaterially from what is presented include the impact of public health crises, including pandemics (such as COVID-19) and epidemicsand any related company or government policies or actions; global and regional changes in the demand, supply, prices, differentialsor other market conditions affecting oil and gas, including changes resulting from a public health crisis or from the impositionor lifting of crude oil production quotas or other actions that might be imposed by OPEC and other producing countries and theresulting company or third-party actions in response to such changes; changes in commodity prices, including a prolonged declinein these prices relative to historical or future expected levels; changes in expected levels of oil and gas reserves or production;potential failures or delays in achieving expected reserve or production levels from existing and future oil and gas developments,including due to operating hazards, drilling risks or unsuccessful exploratory activities; unexpected cost increases or technicaldifficulties in constructing, maintaining or modifying company facilities; legislative and regulatory initiatives addressing globalclimate change or other environmental concerns; investment in and development of competing or alternative energy sources; disruptionsor interruptions impacting the transportation for our oil and gas production; international monetary conditions and exchange ratefluctuations; changes in international trade relationships, including the imposition of trade restrictions or tariffs on any materialsor products (such as aluminum and steel) used in the operation of our business; our ability to collect payments when due underour settlement agreement with PDVSA; our ability to collect payments from the government of Venezuela as ordered by the ICSID;our ability to liquidate the common stock issued to us by Cenovus Energy Inc. at prices we deem acceptable, or at all; our abilityto complete our announced or any future dispositions or acquisitions on time, if at all; the possibility that regulatory approvalsfor our announced or any future dispositions or acquisitions will not be received on a timely basis, if at all, or that such approvalsmay require modification to the terms of the transactions or our remaining business; business disruptions during or following ourannounced or any future dispositions or acquisitions, including the diversion of management time and attention; the ability todeploy net proceeds from our announced or any future dispositions in the manner and timeframe we anticipate, if at all; potentialliability for remedial actions under existing or future environmental regulations; potential liability resulting from pending orfuture litigation, including litigation related to our transaction with Concho Resources Inc. (Concho); the impact of competitionand consolidation in the oil and gas industry; limited access to capital or significantly higher cost of capital related to illiquidityor uncertainty in the domestic or international financial markets; general domestic and international economic and political conditions;the ability to successfully integrate the operations of Concho with our operations and achieve the anticipated benefits from thetransaction; unanticipated difficulties or expenditures relating to the Concho transaction; changes in fiscal regime or tax, environmentaland other laws applicable to our business; and disruptions resulting from extraordinary weather events, civil unrest, war, terrorismor a cyber attack; and other economic, business, competitive and/or regulatory factors affecting our business generally as setforth in our filings with the Securities and Exchange Commission. Unless legally required, ConocoPhillips expressly disclaims anyobligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.
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