8-KOther Events

CONOCOPHILLIPS 8-K Report (Dec 20, 2002)

Filed December 20, 2002For Securities:COP

Summary

This 8-K filing from ConocoPhillips, filed on December 20, 2002, primarily announces restated financial statements for the year ended December 31, 2001. The restatement is necessary due to the accounting treatment of the merger between Phillips Petroleum and Conoco Inc. on August 30, 2002, where Phillips was treated as the acquirer. Consequently, financial information prior to the merger date will only reflect Phillips' operations. Key changes include the classification of the Woods Cross refinery and associated wholesale marketing activities as discontinued operations under FASB Statement No. 144. Additionally, the company has realigned its operating segments, moving the natural gas liquids business and fuels technology business to new or existing segments, and all discontinued operations to Corporate and Other. Investors should note that the attached restated financial information supersedes previously filed data for the 2001 fiscal year and is effective as of March 15, 2002, not reflecting subsequent events.

Key Highlights

  • 1ConocoPhillips is restating its audited financial statements for the year ended December 31, 2001.
  • 2The restatement is a consequence of the merger between Phillips Petroleum and Conoco Inc., which closed on August 30, 2002.
  • 3For accounting purposes, Phillips Petroleum was treated as the acquirer, meaning pre-merger financial data refers solely to Phillips.
  • 4The Woods Cross refinery and associated wholesale marketing activities are now classified as discontinued operations.
  • 5The company is realigning its operating segments, including transfers of natural gas liquids, fuels technology, and discontinued operations.
  • 6Restated financial statements, selected financial data, and Management's Discussion and Analysis (MD&A) are provided as an exhibit.
  • 7The restated information supersedes previously filed data for fiscal year 2001 and speaks as of March 15, 2002.

Frequently Asked Questions

The financial statements are being restated to properly reflect the accounting treatment of the merger between Phillips Petroleum and Conoco Inc., which was completed on August 30, 2002. As Phillips was treated as the acquirer for accounting purposes, pre-merger financial data needs to be presented consistently.

The Woods Cross refinery and its associated wholesale marketing activities are being classified as discontinued operations in accordance with FASB Statement No. 144, as they represent a component of the entity held for disposal.

Yes, ConocoPhillips has realigned its operating segments. The natural gas liquids fractionation and marketing business has moved from Refining and Marketing to Midstream. The fuels technology business has moved from Refining and Marketing to a new Emerging Businesses segment. All discontinued operations are now reported under Corporate and Other.

No, the information provided in Exhibit 99, including the restated financial statements and MD&A, speaks as of March 15, 2002, and has not been updated to reflect events that have occurred subsequent to that date. Investors should refer to other ConocoPhillips filings, such as the Form 10-Q for the period ended September 30, 2002, for more recent information.