ConocoPhillips

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ConocoPhillips Opts Out of Yanbu Refinery Investment

ConocoPhillips has informed the Saudi Arabian Oil Company (Saudi Aramco) it will end participation in the new refinery project being built in Yanbu Industrial City.

"The quality of Saudi Aramco as a partner and significantly reduced capital costs from the recent re-bidding process made it a very difficult decision for us," said Willie Chiang, senior vice president, Refining, Marketing and Transportation, ConocoPhillips. "We ultimately decided this project was not consistent with our current strategy to reduce our downstream footprint. We value and look forward to continuing our relationship with Saudi Aramco."

ConocoPhillips is an integrated energy company with interests around the world. Headquartered in Houston, the company had approximately 30,000 employees, $153 billion of assets, and $149 billion of revenues as of December 31, 2009.

07-14-2011 　　　　　　　　　

ConocoPhillips Pursuing Plan to Separate into Two Stand-Alone, Publicly Traded Companies
　　Plan creates two leading, independent energy companies

Consistent with ConocoPhillips’ previously stated strategies and focus on value creation for its shareholders, ConocoPhillips’ board of directors has approved pursuing the separation of the company’s Refining & Marketing and Exploration & Production businesses into two stand-alone, publicly traded corporations via a tax-free spin of the refining and marketing business to ConocoPhillips shareholders.

Following the completion of the proposed separation, ConocoPhillips will be a large and geographically diverse pure-play 専業 exploration and production company with strong returns and investment opportunities. The company’s strategy of enhancing returns on capital through developing new resources, growing reserves and production per share, continuing the asset sale program and increasing shareholder distributions will not change.

As a separate company, the Refining and Marketing business of ConocoPhillips will be a leading pure-play independent refiner with a competitive and diverse set of assets. In addition to executing the company’s initiatives to improve downstream returns through portfolio rationalization and other operating efficiencies, the new downstream company will be able to further position its portfolio by pursuing transactions and investments across the value chain. Under the contemplated plan, both companies will be well positioned with financial strength and flexibility and experienced management teams committed to continued value creation.

"Consistent with our strategy to create industry-leading shareholder value, we have concluded that two independent companies focused on their respective industries will be better positioned to pursue their individually focused business strategies," said Jim Mulva, chairman and chief executive officer. "Both companies will continue to benefit from the size and scale of their significant high-quality asset bases and free cash flow generation, allowing them to invest and create shareholder value in a changing environment."

The separation of the companies is expected to be completed in the first half of 2012. Upon completion of the separation, Mulva intends to retire. Until that point, he will continue to serve as ConocoPhillips’ CEO and lead the separation efforts. The work to determine the detailed allocation of assets and liabilities, the management and governance of the companies, and the mechanics of completing the separation will begin immediately. Further details will be disclosed as they are determined over the next several months.

The contemplated separation of ConocoPhillips into two companies does not require a shareholder vote. The separation is subject to market conditions, customary regulatory approvals, the receipt of an affirmative IRS ruling, the execution of separation and intercompany agreements, and final board approval.

ConocoPhillips will hold a conference call and webcast at 8:30 a.m. EDT on July 14. Interested parties can get information regarding the conference call and webcast on the ConocoPhillips Investor Relations website, www.conocophillips.com/investor. Replays of the conference call and a transcript should be available later today.

ConocoPhillips is an integrated energy company with interests around the world. Headquartered in Houston, the company had approximately 29,600 employees, $160 billion of assets, and $226 billion of annualized revenues as of March 31, 2011.

ConocoPhillips’ Board of Directors Approves Spin-off of Phillips 66

ConocoPhillips announced today that its board of directors has given final approval for the spin-off of its downstream businesses. The resulting upstream company will keep the ConocoPhillips name and will be led by Chairman and CEO Ryan Lance. The downstream company, led by Chairman and CEO Greg Garland, will be known as Phillips 66. Both companies will be headquartered in Houston.

The two new companies will be separated through the distribution of shares of Phillips 66 to holders of ConocoPhillips common stock. This distribution is expected to occur after market close on April 30, 2012. ConocoPhillips shareholders will receive one share of Phillips 66 common stock for every two shares of ConocoPhillips common stock held at the close of business on the record date of April 16, 2012. Fractional shares of Phillips 66 common stock will not be distributed and any fractional share of Phillips 66 common stock otherwise issuable to a ConocoPhillips shareholder will be sold in the open market on such shareholder's behalf, and such shareholder will receive a cash payment with respect to that fractional share.

Following the distribution of Phillips 66 common stock, Phillips 66 will be an independent, publicly traded company, and ConocoPhillips will retain no ownership interest. Phillips 66 has received approval for the listing of its common stock on the New York Stock Exchange under the symbol PSX.

ConocoPhillips has received a private letter ruling from the Internal Revenue Service to the effect that, based on certain facts, assumptions, representations and undertakings set forth in the ruling, for U.S. federal income tax purposes, the distribution of Phillips 66 common stock and certain related transactions generally will not be taxable to ConocoPhillips or U.S. holders of ConocoPhillips common stock, except in respect to cash received in lieu of fractional share interests, which generally will be taxable to such holders as capital gain.

No action is required by ConocoPhillips shareholders in order to receive shares of Phillips 66 common stock in the distribution, and ConocoPhillips shareholders should retain their ConocoPhillips stock certificates. Shareholders entitled to receive the distribution will receive a book-entry account statement reflecting their ownership of Phillips 66 common stock, or their brokerage account will be credited for the shares.

ConocoPhillips expects that a "when-issued" public trading market for Phillips 66 common stock will commence on or about April 12, 2012 under the symbol PSX WI and will continue through the distribution date. ConocoPhillips also anticipates that "regular way" trading of Phillips 66 common stock will begin on the first trading day following the distribution date. In anticipation of this trading, the company will issue a first-quarter interim update to provide investors with an update on the company as well as market and operating conditions experienced during the first quarter of 2012. A full first-quarter earnings announcement is scheduled for April 23, 2012.

Beginning on or about April 12, 2012, and through the distribution date, it is expected that there will be two ways to trade ConocoPhillips common stock – either with or without the right to receive shares of Phillips 66 common stock. Shareholders who sell their shares of ConocoPhillips common stock in the "regular-way" market (that is, the normal trading market on the NYSE under the symbol COP) after the record date and on or prior to the distribution date will be selling their right to receive shares of Phillips 66 common stock in connection with the distribution. It is anticipated that shares of ConocoPhillips common stock will also trade ex-distribution (that is, without the right to receive the Phillips 66 distribution) during that period under the symbol COP WI. Investors are encouraged to consult with their financial advisors regarding the specific implications of buying or selling shares of ConocoPhillips common stock on or before the distribution date.

Prior to the distribution, ConocoPhillips expects to mail an information statement to all shareholders entitled to receive the distribution of shares of Phillips 66 common stock. The information statement will describe Phillips 66, including the risks of owning Phillips 66 common stock, and other details regarding the distribution.

Upon repositioning, Phillips 66 will offer a unique approach to downstream integration, comprising segment-leading refining and marketing, midstream and chemicals businesses, while ConocoPhillips will be the industry’s largest and most diverse global, pure-play, upstream company. The repositioning into two leading energy companies will help grow the value of both companies for shareholders by unlocking the potential of their assets and employees.

ConocoPhillips is an integrated energy company with interests around the world. Headquartered in Houston, the company had approximately 29,800 employees, $153 billion of assets, and $245 billion of revenues as of Dec. 31, 2011. For more information, go to www.conocophillips.com.
　

ConocoPhillips Announces Three Agreements with PetroChina

ConocoPhillips today announced that it has entered into a set of agreements with PetroChina Company Ltd. (PetroChina) whereby PetroChina will acquire an interest in two Western Australia exploration assets and establish a Joint Study Agreement (JSA) for unconventional resource development in Sichuan Basin in China.

Under these agreements, which still require government and partner approvals, PetroChina will acquire a working interest in the Poseidon offshore discovery in the Browse Basin, and in the Goldwyer Shale in the onshore Canning Basin. In addition, ConocoPhillips will enter into a Joint Study Agreement to identify unconventional resource reserves in the Neijiang-Dazu Block（内江-大足）in China’s Sichuan Basin.

“ConocoPhillips is pleased that PetroChina has recognized the significant resource potential and value of the Australian opportunities. Likewise, ConocoPhillips recognizes the Sichuan Basin as having some of the most prospective marine shales in China and looks forward to working with one of the world’s leading energy companies,” said Don Wallette, executive vice president, Commercial, Business Development and Corporate Planning, ConocoPhillips. “The signing of these three agreements marks a significant step toward increased global collaboration between our companies.”

Under the terms of the agreement with ConocoPhillips, PetroChina will acquire working interest in the two Australian projects; specifically 20 percent of Poseidon in the Browse Basin and 29 percent of Goldwyer in the Canning Basin.

WA-314-P, WA-315-P and WA-398-P
Operator: ConocoPhillips (60.0% WA-315-P, WA-398-P / 10% WA-314-P)
Co-venturer: Karoon Gas (40.0% WA-315-P, WA-398-P / 90% WA-314-P)
The first well, Poseidon-1 in WA-315-P, was a discovery, and two subsequent wells, Poseidon-2 and Kronos-1 in WA-398-P, also successfully encountered hydrocarbons.

Canning Basin
EP443, EP450, EP451 and EP456
Operator: New Standard Onshore (25.0%)
Co-venturer: ConocoPhillips (75.0%)

During 2011, ConocoPhillips executed an agreement to earn up to 75 percent working interest in the Goldwyer Shale Project, located in the Canning Basin onshore Western Australia. Drilling is expected to commence in 2012. Upon completion of the initial phase of the drilling program, ConocoPhillips will have the right to assume operatorship of the project.

Under the JSA, ConocoPhillips and PetroChina will study the potential for unconventional resource development in the approximately 500,000 acre Neijiang-Dazu Shale Block in the Sichuan Basin. The joint study will be an important step in evaluating the potential for unconventional resource exploration in the area. If technically and commercially viable, the companies will advance development under a production sharing contract, which would be agreed upon during the study period.

Todd Creeger, President, ConocoPhillips Australia-West said the agreement with PetroChina was significant for the company’s growth plans in both China and Australia. “We welcome PetroChina as a new joint venture participant in our Australian offshore and onshore exploration projects. We look forward to jointly delivering two successful assets,” Creeger said.

Jim Taylor, President, ConocoPhillips China stated, “This is a great opportunity for ConocoPhillips to cooperate with PetroChina in order to study the potential for unconventional resource development here in China. We believe that the cooperation between the two companies will form an important driver in promoting clean energy supply to China and contributing to the country’s transition into a clean energy economy.”
　

Medco Energi to acquire ConocoPhillips Indonesia

PT Medco Energi Internasional Tbk, an Indonesia-based oil and gas exploration and production company, has signed a share sale and purchase agreement to acquire ConocoPhillips Indonesia, Inc., Ltd. from ConocoPhillips Company, a US-based company engaged in exploration and production of liquids and natural gas.

ConocoPhillips Indonesia is a British Virgin Islands-based company that holds a 40% working interest in the South Natuna Sea Block B PSC, consists of producing oil and natural gas fields, and the operator of the West Natuna Transportation System.

The 654-kilometre West Natuna Transportation System is the first Singapore cross border sub-sea gas pipeline carrying gas from the West Natuna Sea to Singapore

Concurrently, Medco Energi has signed a share sale and purchase to acquire ConocoPhillips Singapore Operations Pte., Ltd. from ConocoPhillips.

Both the transactions are expected to close in the fourth quarter of 2016.

　

October 19, 2020

ConocoPhillips to Acquire Concho Resources in All-Stock Transaction

ConocoPhillips and Concho Resources today announced that they have entered into a definitive agreement to combine companies in an all-stock transaction. Under the terms of the transaction, which has been unanimously approved by the board of directors of each company, each share of Concho Resources common stock will be exchanged for a fixed ratio of 1.46 shares of ConocoPhillips common stock, representing a 15 percent premium to closing share prices on October 13.

The transaction combines two high-quality industry leaders to create a company with an approximately $60 billion enterprise value that will offer stakeholders a superior investment choice for sustainable performance and returns through cycles.

Highlights of the transaction include:

Two best-in-class asset portfolios that create a combined resource base of approximately 23 billion barrels of oil equivalent with a less than $40 per barrel WTI cost of supply and an average cost of supply below $30 per barrel WTI.

High-quality balance sheet that offers superior sustainability, resilience and flexibility across price cycles.

ConocoPhillips and Concho expect to capture $500 million of annual cost and capital savings by 2022.

A financial framework that delivers greater than 30 percent of cash from operations via compelling dividends and additional distributions.

Elevated commitment to environmental, social and governance excellence with a newly adopted Paris-Aligned Climate Risk strategy, available at www.conocophillips.com.

“The leadership and boards of both companies believe today’s transaction is an affirmation of our commitment to lead a structural change for our vital industry,” said Ryan Lance, ConocoPhillips chairman and chief executive officer. “Concho is a tremendous fit with ConocoPhillips. Together, ConocoPhillips and Concho will have unmatched scale and quality across the important value drivers in our business: an enviable low cost of supply asset base, a strong balance sheet, a disciplined capital allocation approach, ESG excellence and great people. Importantly, the transaction meets our long-stated and clear criteria for mergers and acquisitions because it is completely consistent with our financial and operational framework.”

“Through this combination, we are joining a diversified energy company with even more scale and resources to create shareholder value in today’s markets and beyond,” said Tim Leach, chairman and chief executive officer of Concho Resources. “Thanks to our team, Concho is one of the largest unconventional shale producers in the United States, with a high-quality asset base, a culture of operational excellence, safety and efficiency, and a strong balance sheet. Through consolidation, we will apply our assets, capabilities and superior performance to the business model of the future, creating a better-capitalized company with enhanced capital discipline, more flexibility and an unwavering commitment to sustainability. From our position of strength and in light of market trends, our board of directors and management team evaluated a wide range of options and unanimously determined that combining with ConocoPhillips is the best path forward for Concho and our shareholders. We look forward to bringing together our complementary operations, teams and cultures to realize the upside potential of this exciting combination.”

Today’s transaction brings together two companies with the leadership, assets and a capital allocation approach to generate growing free cash flow, supported by a top-tier investment-grade balance sheet that provides investors with sustainability, resilience and flexibility. The combined company will have competitive advantages across sector fundamentals:

Transaction Rationale and Benefits
Combination creates leading company with scale and relevance: The transaction offers a compelling combination of size, best-in-class assets, financial strength and operating capability. The new ConocoPhillips will be the largest independent oil and gas company, with pro forma production of over 1.5 million barrels of oil equivalent per day (MMBOED).

Massive, diversified and low cost of supply resource base provides years of high-value investments: The combined company will hold approximately 23 billion barrels of oil equivalent (BBOE) resources with an average cost of supply of below $30 per barrel WTI. The transaction brings together contiguous and complementary “core-of-the-core” acreage positions across the Delaware and Midland basins to create an unconventional powerhouse that also includes leading positions in the Eagle Ford and Bakken in the Lower 48 and the Montney in Canada. The expanded Permian position provides a strong complement to ConocoPhillips’ other globally diverse, low-capital-intensity legacy positions.

Disciplined capital allocation criterion will drive investment decisions: The company’s portfolio will be developed for value and free cash flow. The company will target an average reinvestment level of less than 70 percent of cash from operations to ensure sufficient free cash flow generation to fund compelling returns of capital to shareholders.

Significant cost and capital savings will drive uplift in value and sustained cost structure improvement: The companies announced that together they expect to capture $500 million of annual cost and capital savings by 2022. The identified savings will come from lower general and administrative costs and a reduction in ConocoPhillips’ future global new ventures exploration program. This de-emphasis of ConocoPhillips’ organic resource addition program is driven by the addition of Concho’s large, low-cost resource base. Additional supply chain, commercial and drilling and completion capital efficiency savings are not yet included in these cost-reduction estimates.

Proven technical and operational expertise will be applied across the combined portfolio to unlock value: Both ConocoPhillips and Concho are already recognized leaders in oil and gas technology and operations. As part of the planned integration, the company will adopt a “best practices” approach that will share learnings and select best practices focused on the North American unconventional portfolio.

High-quality balance sheet provides resilience through cycles and supports commitment to sustainable shareholder return of capital: ConocoPhillips will offer a compelling ordinary dividend supplemented by additional distributions as needed to meet its target distribution of greater than 30 percent of cash from operations. The company seeks to maintain a strong investment-grade credit rating across price cycles. On a pro forma basis, the combined company net debt is approximately $12 billion as of June 30, 2020, representing an attractive leverage ratio of 1.3 at 2021 consensus commodity prices.

The companies share a track record of and commitment to ESG excellence: The combination creates a platform for leading the sector into the energy transition and a low-carbon future. The combined entity will be the first U.S.-based oil and gas company to adopt a Paris-aligned climate risk strategy to meet an operational (Scope 1 and Scope 2) net-zero emissions ambition by 2050.

Leadership and Governance
Upon closing, Concho’s Chairman and Chief Executive Officer Tim Leach will join ConocoPhillips’ board of directors and executive leadership team as executive vice president and president, Lower 48. This transaction will enhance the company’s competitive position in Midland.

Transaction Details
The transaction is subject to the approval of both ConocoPhillips and Concho stockholders, regulatory clearance and other customary closing conditions. The transaction is expected to close in the first quarter of 2021. In the meantime, an integration planning team consisting of representatives from both companies will be formed to ensure required business processes and programs are implemented seamlessly post-closing. In light of the pending merger, ConocoPhillips has suspended share repurchases until after the transaction closes.
Lance continued, “Opportunities to consolidate quality on the scale of these two companies do not come along often, so we are seizing this moment to create a company to lead the necessary transformation of our vital sector for the benefit for all stakeholders in the future.”
ConocoPhillips will host a conference call today at 8 a.m. Eastern time to discuss this announcement. To listen to the call and view related presentation materials, go to www.conocophillips.com/investor.