Conocophillips S-4, filed May 8, 2025

Conocophillips (COP)

S-4 2025-05-08

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	Large accelerated filer ☒			Accelerated filer ☐
	Non-accelerated filer ☐			Smaller reporting company ☐
				Emerging growth company ☐

	REGISTERED NOTES			RESTRICTED NOTES
	$227,925,000 4.400% Notes due 2027 (CUSIP No. 20826F BV7)			$227,925,000 4.400% Notes due 2027 (CUSIP Nos. 20826F BP0 and U19476 AC1)
	$58,635,000 5.300% Notes due 2029 (CUSIP No. 20826F BW5)			$58,635,000 5.300% Notes due 2029 (CUSIP Nos. 20826F BQ8 and U19476 AD9)
	$102,042,000 6.800% Notes due 2032 (CUSIP No. 20826F BX3)			$102,042,000 6.800% Notes due 2032 (CUSIP Nos. 20826F BR6 and U19476 AE7)
	$63,047,000 5.700% Notes due 2034 (CUSIP No. 20826F BY1)			$63,047,000 5.700% Notes due 2034 (CUSIP Nos. 20826F BS4 and U19476 AF4)
	$259,050,000 6.600% Notes due 2037 (CUSIP No. 20826F BZ8)			$259,050,000 6.600% Notes due 2037 (CUSIP Nos. 20826F BT2 and U19476 AG2)
	$151,419,000 5.200% Notes due 2045 (CUSIP No. 20826F CA2)			$151,419,000 5.200% Notes due 2045 (CUSIP Nos. 20826F BU9 and U19476 AH0)

	Page
CAUTIONARY NOTE CONCERNING FACTORS THAT MAY AFFECT FUTURE RESULTS		iii
SUMMARY		1
THE EXCHANGE OFFERS		2
THE REGISTERED NOTES		7
RISK FACTORS		10
USE OF PROCEEDS		14
TERMS OF THE EXCHANGE OFFERS		15
DESCRIPTION OF THE NOTES		25
EXCHANGE OFFERS; REGISTRATION RIGHTS		40
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS		42
PLAN OF DISTRIBUTION		43
VALIDITY OF THE SECURITIES		44
EXPERTS		45
WHERE YOU CAN FIND MORE INFORMATION		46

	Title			Last Interest Payment Date
	4.400% Notes due 2027			January 15, 2025
	5.300% Notes due 2029			April 1, 2025
	6.800% Notes due 2032			March 15, 2025
	5.700% Notes due 2034			April 1, 2025
	6.600% Notes due 2037			April 1, 2025
	5.200% Notes due 2045			June 1, 2025

	Title			Last Interest Payment Date
	4.400% Notes due 2027			January 15, 2025
	5.300% Notes due 2029			April 1, 2025
	6.800% Notes due 2032			March 15, 2025
	5.700% Notes due 2034			April 1, 2025
	6.600% Notes due 2037			April 1, 2025
	5.200% Notes due 2045			June 1, 2025

	Number			Description
	3.1			Amended and Restated Certificate of Incorporation of ConocoPhillips (incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q of ConocoPhillips filed on July 30, 2008).
	3.2			Certificate of Designations of Series A Junior Participating Preferred Stock of ConocoPhillips (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K of ConocoPhillips filed on August 30, 2002).
	3.3			Second Amended and Restated Bylaws, dated May 16, 2023 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K of ConocoPhillips filed on May 18, 2023).
	3.4			Corrected Restated Certificate of Incorporation of ConocoPhillips Company, dated as of April 28, 2022 (incorporated by reference to Exhibit 3.3 to the Registration Statement on Form S-4 of ConocoPhillips filed on August 18, 2022).
	3.5			Bylaws of ConocoPhillips Company (incorporated by reference to Exhibit 3.5 to Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 of ConocoPhillips, ConocoPhillips Company, ConocoPhillips Trust I and ConocoPhillips Trust II filed on December 4, 2012).
	4.1			Indenture, dated as of December 7, 2012, among ConocoPhillips, ConocoPhillips Company and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of ConocoPhillips filed on December 7, 2012).
	4.2			Form of the terms of the 4.400% Notes due 2027, 5.300% Notes due 2029, 6.800% Notes due 2032, 5.700% Notes due 2034, 6.600% Notes due 2037, and 5.200% Notes due 2045, including the form of each of the foregoing (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of ConocoPhillips filed on December 30, 2024).
	4.3			Registration Rights Agreement, dated as of December 30, 2024, by and among ConocoPhillips Company, ConocoPhillips, TD Securities (USA) LLC, HSBC Securities (USA) Inc., J.P. Morgan Securities LLC, Wells Fargo Securities, LLC, BofA Securities, Inc., Citigroup Global Markets Inc., Mizuho Securities USA LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC, SMBC Nikko Securities America, Inc., Standard Chartered Bank and U.S. Bancorp Investments, Inc. (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K of ConocoPhillips filed on December 30, 2024).
	5.1			Opinion of King & Spalding LLP.
	21.1			List of Subsidiaries of ConocoPhillips (incorporated by reference to Exhibit 21 to the Annual Report on Form 10-K of ConocoPhillips filed on February 18, 2025).
	22.1			Subsidiary Guarantors of Guaranteed Securities (incorporated by reference to Exhibit 22 to the Annual Report on Form 10-K of ConocoPhillips filed on February 18, 2025).
	23.1			Consent of Ernst & Young LLP.
	23.2			Consent of DeGolyer and MacNaughton.
	23.3			Consent of PricewaterhouseCoopers LLP.
	23.4			Consent of Ryder Scott Company, L.P.
	23.5			Consent of Netherland, Sewell & Associates, Inc.
	23.6			Consent of King & Spalding LLP (included in Exhibit 5.1).
	24.1			Powers of Attorney of directors and officers of ConocoPhillips and CPCo (included on the signature pages attached hereto).
	25.1			Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon Trust Company, N.A., as trustee under the Indenture dated as of December 7, 2012.
	99.1			Form of Letter of Transmittal.
	107			Filing Fee Table.

	Signature			Title
	/s/ Ryan M. Lance Ryan M. Lance			Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer)
	/s/ William L. Bullock, Jr. William L. Bullock, Jr.			Executive Vice President and Chief Financial Officer (Principal Financial Officer)
	/s/ Kontessa S. Haynes-Welsh Kontessa S. Haynes-Welsh			Vice President and Controller (Principal Accounting Officer)
	/s/ Dennis V. Arriola Dennis V. Arriola			Director
	/s/ Nelda J. Connors Nelda J. Connors			Director
	/s/ Gay Huey Evans Gay Huey Evans			Director

	Signature			Title
	/s/ Jeffrey A. Joerres Jeffrey A. Joerres			Director
	/s/ Timothy A. Leach Timothy A. Leach			Director
	/s/ William H. McRaven William H. McRaven			Director
	/s/ Sharmila Mulligan Sharmila Mulligan			Director
	/s/ Arjun N. Murti Arjun N. Murti			Director
	/s/ Robert A. Niblock Robert A. Niblock			Director
	/s/ David T. Seaton David T. Seaton			Director
	/s/ R. A. Walker R.A. Walker			Director

	Very truly yours,

	/s/ DeGolyer and MacNaughton
	DeGOLYER and MacNAUGHTON
	Texas Registered Engineering Firm F-716


	TBPELS REGISTERED ENGINEERING FIRM F-1580 1100 LOUISIANA SUITE 4600	HOUSTON, TEXAS 77002-5294	TELEPHONE (713) 651-9191

	/s/ RYDER SCOTT COMPANY, L.P.
	RYDER SCOTT COMPANY, L.P.
	TBPELS Firm Registration No. F-1580

SUITE 2800, 350 7TH AVENUE, S.W.	CALGARY, ALBERTA T2P 3N9	TEL (403) 262-2799
633 17TH STREET, SUITE 1700	DENVER, COLORADO 80202	TEL (303) 339-8110

	NETHERLAND, SEWELL & ASSOCIATES, INC.

	By:	/s/ Richard B. Talley, Jr.
		Richard B. Talley, Jr., P.E.
		Chairman and Chief Executive Officer

Name	Address
Comptroller of the Currency United States Department of the Treasury	Washington, DC 20219

Federal Reserve Bank	San Francisco, CA 94105

Federal Deposit Insurance Corporation	Washington, DC 20429

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

By:	/s/ Marie A. Hattinger
	Name:	Marie A. Hattinger
	Title:	Vice President

	Dollar amounts in thousands
ASSETS

Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		30,948
Interest-bearing balances		200,909
Securities:
Held-to-maturity securities		0
Available-for-sale debt securities		98,676
Equity securities with readily determinable fair values not held for trading		0
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices		0
Securities purchased under agreements to resell		0
Loans and lease financing receivables:
Loans and leases held for sale		0
Loans and leases held for investment		0
LESS: Allowance for credit losses on loans and leases		0
Loans and leases held for investment, net of allowance		0
Trading assets		0
Premises and fixed assets (including right-of-use assets)		9,955
Other real estate owned		0
Investments in unconsolidated subsidiaries and associated companies		0
Direct and indirect investments in real estate ventures		0
Intangible assets		856,313
Other assets		105,148

Total assets	$	1,301,949

LIABILITIES

Deposits:
In domestic offices			967
Noninterest-bearing			967
Interest-bearing			0

Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices			0
Securities sold under agreements to repurchase			0
Trading liabilities			0
Other borrowed money:
(includes mortgage indebtedness)			0
Not applicable
Not applicable
Subordinated notes and debentures			0
Other liabilities			264,082
Total liabilities			265,049
Not applicable

EQUITY CAPITAL

Perpetual preferred stock and related surplus			0
Common stock			1,000
Surplus (exclude all surplus related to preferred stock)			107,246
Not available
Retained earnings			928,635
Accumulated other comprehensive income			19
Other equity capital components			0
Not available
Total bank equity capital			1,036,900
Noncontrolling (minority) interests in consolidated subsidiaries			0
Total equity capital			1,036,900
Total liabilities and equity capital			1,301,949

Kevin C. Weeks, President	)
Cathleen Sokolowski, Managing Director	)	Directors (Trustees)
Jon M. Pocchia, Senior Director	)

DESCRIPTION OF RESTRICTED NOTES TENDERED HEREWITH
Name(s) and Address(es) of Registered Holder(s) (Please fill in)	Aggregate Principal Amount Represented by Restricted Notes*	Principal Amount Tendered**



Total:
* Need not be completed by book-entry holders. ** Unless otherwise indicated, the holder will be deemed to have tendered the full aggregate principal amount represented by such Restricted Notes. See instruction 2.