8-K/AOther Events

CONOCOPHILLIPS 8-K/A Report (Oct 1, 2002)

Filed October 1, 2002For Securities:COP

Summary

This 8-K/A filing from ConocoPhillips (COP) on October 1, 2002, primarily serves to amend previous disclosures related to the merger between Conoco and Phillips. A key update concerns the simplification of the credit structure, with ConocoPhillips, Conoco, and Phillips now fully and unconditionally guaranteeing each other's publicly held debt obligations. This amendment also incorporates by reference historical financial statements for Conoco Inc. and includes extensive pro forma financial information illustrating the combined entity's financial position and results of operations as if the merger had occurred at earlier dates. The pro forma statements provide a crucial view for investors, combining the historical financials of Phillips and Conoco, adjusted for significant prior acquisitions (Tosco for Phillips, Gulf Canada for Conoco) and accounting for the merger using purchase accounting. This includes adjustments for Federal Trade Commission (FTC) divestitures required to close the merger. While these pro forma statements are not indicative of future results, they offer a detailed look at the potential scale and financial characteristics of the combined ConocoPhillips entity as of mid-2002.

Key Highlights

  • 1ConocoPhillips, Conoco, and Phillips have issued full and unconditional guarantees for each other's publicly held debt obligations to simplify the credit structure post-merger.
  • 2The filing incorporates by reference historical audited financial statements of Conoco Inc. for 2001 and 2000, and for the three years ending December 31, 2001.
  • 3Unaudited pro forma condensed combined financial statements are presented to show the estimated effect of the merger between Phillips and Conoco, accounted for under purchase accounting.
  • 4Phillips has been designated as the accounting acquirer for the merger, as its common stockholders held more than 50% of ConocoPhillips' stock post-merger.
  • 5Pro forma statements for the year ended December 31, 2001, and the six months ended June 30, 2002, are provided, reflecting the merger as if it occurred on January 1, 2001.
  • 6Significant adjustments are made to historical statements to reflect prior acquisitions of Tosco Corporation by Phillips and Gulf Canada Resources Limited by Conoco.
  • 7The pro forma statements include adjustments for asset divestitures required by the U.S. Federal Trade Commission (FTC) for merger approval.

Frequently Asked Questions

This filing primarily amends previous disclosures related to the Conoco and Phillips merger. It clarifies the guarantee structure for outstanding debt and provides detailed pro forma financial statements to illustrate the combined entity's financial position and results of operations.

ConocoPhillips, Conoco, and Phillips have mutually guaranteed each other's debt. This means that holders of publicly held debt securities issued by any of these entities are now backed by the full faith and credit of all three companies, potentially strengthening the credit profile and reducing risk for bondholders.

The pro forma financial statements present a hypothetical combined view of ConocoPhillips as if the merger occurred on earlier dates (January 1, 2001, for income statements, and June 30, 2002, for the balance sheet). They are adjusted for prior acquisitions and required divestitures. While not actual historical results, they are crucial for understanding the potential scale, operational structure, and financial implications of the combined company.

The FTC required certain assets from both Phillips and Conoco to be divested for the merger to proceed. The pro forma financial statements reflect these required sales, which could impact the combined company's revenue and operational footprint. The filing notes that the gain or loss from these dispositions is not yet quantified but is not expected to be material to financial position or liquidity.