UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): DECEMBER 20, 2002
CONOCOPHILLIPS
(Exact name of registrant as specified in its charter)
DELAWARE 000-49987 01-0562944
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation) File Number) Identification No.)
600 NORTH DAIRY ASHFORD ROAD
HOUSTON, TEXAS 77079
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (281) 293-1000
ITEM 5. OTHER EVENTS.
On August 30, 2002 (the Merger Date), Phillips Petroleum Company
(Phillips) and Conoco Inc. (Conoco) combined their businesses by merging with
separate acquisition subsidiaries of ConocoPhillips. For accounting purposes,
Phillips was treated as the acquirer of Conoco, and ConocoPhillips was treated
as the successor of Phillips. Accordingly, references to ConocoPhillips,
including in the financial statements and other information included in the
exhibits to this report, for periods prior to the Merger Date are references to
Phillips only, and do not include any information relating to Conoco.
In accordance with Financial Accounting Standards Board (FASB)
Statement No. 144, "Accounting for the Impairment or Disposal of Long-Lived
Assets," ConocoPhillips presented the operations of certain assets held for
disposal as discontinued operations in its financial statements included in its
Quarterly Report on Form 10-Q for the period ended September 30, 2002, as filed
with the U.S. Securities and Exchange Commission on November 14, 2002.
ConocoPhillips has also made certain changes to its alignment of operating
segments from those formerly reported in the Phillips 2001 Form 10-K, including:
o Transferring the natural gas liquids fractionation and marketing
business from the Refining and Marketing segment to the Midstream
segment.
o Transferring the fuels technology business from the Refining and
Marketing segment to the newly created Emerging Businesses segment.
o Transferring all discontinued operations to Corporate and Other.
ConocoPhillips, as successor to Phillips, is restating the audited
financial statements included in the Phillips Annual Report on Form 10-K for the
year ended December 31, 2001, as amended, to reflect:
o as discontinued operations the Woods Cross refinery and associated
wholesale marketing activities (Woods Cross business unit). The Woods
Cross business unit was the only asset held for sale that qualifies as
a "component of an entity" as defined in Statement No. 144; and
o the segment realignments discussed above.
Such restated audited financial statements and supplementary data are
attached as Exhibit 99 to this Current Report on Form 8-K. In addition,
ConocoPhillips is also including in Exhibit 99 to this report Selected Financial
Data and Management's Discussion and Analysis of Financial Condition and Results
of Operations that reflect the changes noted above.
The restated audited financial statements of ConocoPhillips,
supplementary data and Management's Discussion and Analysis of Financial
Condition and Results of Operations supersede those included in the Phillips
Annual Report on Form 10-K for the year ended December 31, 2001, filed on March
20, 2002. Except with respect to the limited matters discussed above, the
information set forth in Exhibit 99 speaks as of March 15, 2002, and has not
been updated to reflect events subsequent to that date. This
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Form 8-K should be read in conjunction with ConocoPhillips' other public filings
with the Securities and Exchange Commission, including ConocoPhillips' Form 10-Q
for the quarterly period ended September 30, 2002, filed on November 14, 2002.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
12 -- Restated Computation of Ratio of Earnings to Fixed Charges.
23 -- Consent of Independent Auditors.
99 -- Restated Selected Financial Data, Management's Discussion and
Analysis of Financial Condition and Results of Operations, and
Financial Statements and Supplementary Data.
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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
/s/ Rand C. Berney
-----------------------------------------
Rand C. Berney
Vice President and Controller
Date: December 20, 2002
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EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
------- -----------
12 -- Restated Computation of Ratio of Earnings to Fixed Charges.
23 -- Consent of Independent Auditors.
99 -- Restated Selected Financial Data, Management's Discussion and
Analysis of Financial Condition and Results of Operations, and
Financial Statements and Supplementary Data.
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