ConocoPhillips Files 8-K: Debentures and Stock Details

TL;DR

ConocoPhillips 8-K filed Dec 5, 2024 - details on 7% debentures due 2029 and common stock.

AI Summary

On December 5, 2024, ConocoPhillips filed an 8-K report detailing other events and financial statements. The filing includes information related to its common stock and 7% debentures due in 2029. The company is incorporated in Delaware and headquartered in Houston, Texas.

Why It Matters

This filing provides important updates on ConocoPhillips' financial instruments and corporate structure, which are relevant for investors and stakeholders monitoring the company's financial health and obligations.

Risk Assessment

Risk Level: low — The filing is a routine 8-K report detailing financial instruments and corporate information, not indicating any immediate operational or financial distress.

Key Numbers

• 7% — Debenture Interest Rate (Interest rate for debentures due in 2029)
• 2029 — Debenture Maturity Year (Maturity year for the 7% debentures)

Key Players & Entities

• ConocoPhillips (company) — Registrant
• Delaware (jurisdiction) — State of incorporation
• Houston, Texas (location) — Principal executive offices
• December 5, 2024 (date) — Date of earliest event reported
• 7% debentures due 2029 (financial_instrument) — Details provided in filing

FAQ

Key Financial Figures

• $0.01 — nge on Which Registered Common Stock, $0.01 Par Value COP New York Stock Exchan
• $1,350,000,000 — underwritten public offering by CPCo of $1,350,000,000 aggregate principal amount of its 4.700
• $650,000,000 — 700% Notes due 2030 (the "2030 Notes"), $650,000,000 aggregate principal amount of its 4.850
• $1,250,000,000 — 850% Notes due 2032 (the "2032 Notes"), $1,250,000,000 aggregate principal amount of its 5.000
• $1,300,000,000 — 000% Notes due 2035 (the "2035 Notes"), $1,300,000,000 aggregate principal amount of its 5.500

Filing Documents

• tm2430231d1_8k.htm (8-K) — 32KB
• tm2430231d1_ex1-1.htm (EX-1.1) — 198KB
• tm2430231d1_ex4-2.htm (EX-4.2) — 95KB
• tm2430231d1_ex5-1.htm (EX-5.1) — 10KB
• tm2430231d1_ex5-1img001.jpg (GRAPHIC) — 3KB
• 0001104659-24-125909.txt ( ) — 616KB
• cop-20241205.xsd (EX-101.SCH) — 3KB
• cop-20241205_def.xml (EX-101.DEF) — 26KB
• cop-20241205_lab.xml (EX-101.LAB) — 36KB
• cop-20241205_pre.xml (EX-101.PRE) — 25KB
• tm2430231d1_8k_htm.xml (XML) — 5KB

01 Other Events

Item 8.01 Other Events. On November 25, 2024, 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 November 25, 2024 (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 $1,350,000,000 aggregate principal amount of its 4.700% Notes due 2030 (the "2030 Notes"), $650,000,000 aggregate principal amount of its 4.850% Notes due 2032 (the "2032 Notes"), $1,250,000,000 aggregate principal amount of its 5.000% Notes due 2035 (the "2035 Notes"), $1,300,000,000 aggregate principal amount of its 5.500% Notes due 2055 (the "2055 Notes") and $650,000,000 aggregate principal amount of its 5.650% Notes due 2065 (the "2065 Notes", and together with the 2030 Notes, the 2032 Notes, the 2035 Notes and the 2055 Notes, the "Notes"), in each case 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 November 25, 2024, together with the related prospectus dated August 3, 2023, as filed with the Securities and Exchange Commission under Rule 424(b)(2) of the Securities Act of 1933 on November 26, 2024, which description is incorporated herein by reference. The Notes were issued on December 5, 2024. 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

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 1.1 Terms Agreement (including the provisions of the Underwriting Agreement incorporated by reference in the Terms Agreement), dated November 25, 2024, among ConocoPhillips Company, ConocoPhillips and the several Underwriters named in Schedule A to the Terms Agreement. 4.1 Indenture, dated as of December 7, 2012, among ConocoPhillips Company, as issuer, ConocoPhillips, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee, in respect of senior debt securities of ConocoPhillips Company (incorporated by reference to Exhibit 4.1 of ConocoPhillips' Current Report on Form 8-K filed with the SEC on December 7, 2012). 4.2 Form of the terms of the 2030 Notes, the 2032 Notes, the 2035 Notes, the 2055 Notes and the 2065 Notes, including the form of the 2030 Note, the 2032 Note, the 2035 Note, the 2055 Note and the 2065 Note. 5.1 Opinion of King & Spalding LLP 23.1 Consent of King & Spalding LLP (included in Exhibit 5.1 hereto) 104 Cover Page Interactive Data File (formatted as Inline XBRL and filed herewith)

SIGNATURES

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: December 5, 2024 By: /s/ Kontessa S. Haynes-Welsh Name: Kontessa S. Haynes-Welsh Title: Vice President and Treasurer

View Full Filing

View this 8-K filing on SEC EDGAR