8-KAcquisitions & DispositionsExhibits & Filings

CONOCOPHILLIPS 8-K Report, Acquisition Completed (May 2, 2012)

Filed May 2, 2012For Securities:COP

Summary

ConocoPhillips (COP) has officially completed the separation of its downstream and midstream businesses into a new, independent, publicly traded company named Phillips 66 (PSX). This significant corporate action, effective April 30, 2012, resulted in ConocoPhillips shareholders receiving one share of Phillips 66 common stock for every two shares of ConocoPhillips they held as of the record date of April 16, 2012. This strategic move effectively transforms ConocoPhillips into a pure-play upstream exploration and production company. This separation is a pivotal moment for both entities, allowing ConocoPhillips to focus solely on its global upstream operations, including exploration, development, and production of crude oil and natural gas. Investors should note that the financial reporting accompanying this event provides pro forma information to reflect the standalone ConocoPhillips post-separation, offering clarity on the ongoing business's financial position and performance without the previously integrated downstream assets. This strategic realignment aims to unlock shareholder value by enabling each company to pursue its distinct strategic objectives and capital allocation priorities.

Key Highlights

  • 1Completion of the separation of Phillips 66 (PSX) from ConocoPhillips (COP) effective April 30, 2012.
  • 2ConocoPhillips shareholders received one share of Phillips 66 for every two shares of ConocoPhillips held as of April 16, 2012.
  • 3Phillips 66 now trades as an independent public company on the New York Stock Exchange under the ticker symbol 'PSX'.
  • 4ConocoPhillips is now a pure-play upstream exploration and production company.
  • 5The filing includes unaudited pro forma condensed consolidated financial statements to reflect the post-separation ConocoPhillips.
  • 6Fractional shares of Phillips 66 were aggregated and sold, with proceeds distributed to shareholders.

Frequently Asked Questions

The main event reported is the completion of the separation of ConocoPhillips' downstream and midstream assets into a new, independent company called Phillips 66. This transaction was finalized on April 30, 2012.

ConocoPhillips shareholders received one share of Phillips 66 common stock for every two shares of ConocoPhillips common stock they owned as of the close of business on April 16, 2012. Phillips 66 began trading on the NYSE under the ticker symbol 'PSX'.

This separation transforms ConocoPhillips into a pure-play upstream company, focusing exclusively on the exploration, development, and production of crude oil and natural gas globally. This strategic realignment aims to allow each company to operate with greater focus and pursue distinct strategic objectives.

The filing includes unaudited pro forma condensed consolidated financial statements. These statements are presented to give effect to the separation of Phillips 66 and help investors understand the financial position and performance of ConocoPhillips as a standalone upstream entity.