ConocoPhillips Files 8-K Report

TL;DR

COP filed a routine 8-K on 12/30/24. No major news.

AI Summary

On December 30, 2024, ConocoPhillips filed an 8-K report detailing other events and financial statements. The filing does not contain specific financial figures or transactional details beyond its routine reporting nature.

Why It Matters

This filing serves as a routine update for investors and regulatory bodies, indicating that ConocoPhillips has submitted required disclosures.

Risk Assessment

Risk Level: low — The filing is a standard 8-K report with no indication of unusual events or significant financial changes.

Key Players & Entities

• ConocoPhillips (company) — Registrant
• Delaware (jurisdiction) — State of incorporation
• Houston, Texas (location) — Principal executive offices

FAQ

Key Financial Figures

• $0.01 — ge on Which Registered Common Stock, $0.01 Par Value COP New York Stock Exchan
• $4.0 billion — e "Existing Marathon Notes"), for up to $4.0 billion in aggregate principal amount of New No
• $227,925,000 — On the Settlement Date, CPCo issued (i) $227,925,000 in aggregate principal amount of its 4.
• $58,635,000 — ount of its 4.400% Notes due 2027, (ii) $58,635,000 in aggregate principal amount of its 5.
• $102,042,000 — unt of its 5.300% Notes due 2029, (iii) $102,042,000 in aggregate principal amount of its 6.
• $63,047,000 — ount of its 6.800% Notes due 2032, (iv) $63,047,000 in aggregate principal amount of its 5.
• $259,050,000 — mount of its 5.700% Notes due 2034, (v) $259,050,000 in aggregate principal amount of its 6.
• $151,419,000 — of its 6.600% Notes due 2037, and (vi) $151,419,000 in aggregate principal amount of its 5.

Filing Documents

• tm2432174d1_8k.htm (8-K) — 36KB
• tm2432174d1_ex4-2.htm (EX-4.2) — 156KB
• tm2432174d1_ex4-3.htm (EX-4.3) — 163KB
• 0001104659-24-132514.txt ( ) — 635KB
• cop-20241230.xsd (EX-101.SCH) — 3KB
• cop-20241230_def.xml (EX-101.DEF) — 26KB
• cop-20241230_lab.xml (EX-101.LAB) — 36KB
• cop-20241230_pre.xml (EX-101.PRE) — 25KB
• tm2432174d1_8k_htm.xml (XML) — 5KB

01

Item 8.01 Other Events. Exchange Offers On December 30, 2024 (the "Settlement Date"), ConocoPhillips Company ("CPCo") accepted for exchange and completed the settlement of Existing Marathon Notes (as defined below) as part of their previously announced private offers to eligible holders to exchange (each an "Exchange Offer" and, together, the "Exchange Offers"), as applicable, (i) 4.400% Senior Notes due 2027, (ii) 5.300% Senior Notes due 2029, (iii) 6.800% Senior Notes due 2032, (iv) 5.700% Senior Notes due 2034, (v) 6.600% Senior Notes due 2037, and (vi) 5.200% Senior Notes due 2045, in each case issued by Marathon Oil Corporation (such notes, collectively, the "Existing Marathon Notes"), for up to $4.0 billion in aggregate principal amount of New Notes (as defined below) issued by CPCo and fully and unconditionally guaranteed by ConocoPhillips ("COP"). All of the Existing Marathon Notes validly tendered in the Exchange Offers and not validly withdrawn prior to the expiration date of 5:00 p.m., New York City time, on December 24, 2024, were accepted for exchange. All accepted Existing Marathon Notes will be retired and cancelled. The Exchange Offers have expired, and are no longer open to participation by any eligible holders of the Existing Marathon Notes. On the Settlement Date, CPCo issued (i) $227,925,000 in aggregate principal amount of its 4.400% Notes due 2027, (ii) $58,635,000 in aggregate principal amount of its 5.300% Notes due 2029, (iii) $102,042,000 in aggregate principal amount of its 6.800% Notes due 2032, (iv) $63,047,000 in aggregate principal amount of its 5.700% Notes due 2034, (v) $259,050,000 in aggregate principal amount of its 6.600% Notes due 2037, and (vi) $151,419,000 in aggregate principal amount of its 5.200% Notes due 2045 (collectively, the "New Notes"). The 4.400% Notes due 2027 will mature on July 15, 2027. The 5.300% Notes due 2029 will mature on April 1, 2029. The 6.800% Notes due 2032 will mature on March 15, 2032. The 5.70

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 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 (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. 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. 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 30, 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