2
If an emerging growth company,
indicate by check
mark if the registrant
has elected not
to use the extended
transition
period for complying with any
new or revised financial accounting standards
provided pursuant to Section 13(a) of
the Exchange Act.
☐
Item 8.01 Other Events.
ConocoPhillips (the
“Company”) is
recasting certain financial
information included
in its 2019
Annual Report on Form 10-K
(the “Form 10-K”) which was initially filed with the Securities and
Exchange Commission (“SEC”) on February 18, 2020, to reflect a realignment of the Company’s
segments. The Company managed
operations through six operating
segments, which are primarily
defined by
geographic region,
and were
previously named
the following:
Alaska; Lower
48;
Canada; Europe and North Africa;
Asia Pacific and Middle East; and Other International.
Effective with
the third
quarter of
2020, the
Company has
restructured segments
to align
with
changes within its
internal organization.
The Middle East
business was realigned
from the
Asia
Pacific and
Middle East segment
to the
Europe and
North Africa segment.
The segments have
been renamed the Asia Pacific segment and the Europe, Middle East and North Africa segment.
Attached as Exhibit
99.1 of
this Current
Report on Form
8-K are the
following portions
of the
Form 10-K which
were revised to
reflect this realignment
in segments: Business
and Properties
(Items 1
and 2), Management’s
Discussion and Analysis
of Financial
Condition and
Results of
Operations (Item 7),
Financial Statements and
Supplementary Data (Item
8), and Exhibit,
Financial
Statement Schedules
(Item 15).
The change
in segments
did not
impact previously
reported
consolidated net
income (loss),
net income
(loss) attributable to
ConocoPhillips, or net
income
(loss) attributable to
ConocoPhillips per share
of common stock.
The segment-specific information
presented in
exhibit 99.1
is consistent
with the
presentation of
segments in
the Company’s
Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020, filed with the
SEC on November 3, 2020.
This Current Report on Form 8-K is being filed only for the purposes described above and all
other information in the Form 10-K
remains unchanged. In order to preserve the nature and
character of the disclosures set forth in the Form 10-K, the items included in Exhibit 99.1 of this
Current Report on Form 8-K have been updated solely for matters relating specifically to the
segment realignment and related classifications as described above. No attempt has been made in
this Current Report on Form 8-K to reflect events or occurrences after the date of the filing of the
Form 10-K, on February 18, 2020, and it should not be read to modify or update other
disclosures as presented in the Form 10-K. Therefore, this Current Report on Form 8-K should
be read in conjunction with the Form 10-K and the Company’s filings made with the SEC
subsequent to the filing of the Form 10-K, including the Company’s Quarterly Reports on Form
10-Q
for the quarters ended March 31, 2020, June 30, 2020, and September 30, 2020.
These
subsequent SEC filings contain important information regarding events, risks, developments and
updates affecting the Company and its expectations that have occurred since the filing of the
Form 10-K.
The revised portions of the Form 10-K described above are attached as Exhibit 99.1
hereto and incorporated herein by reference.
References in the attached exhibits to the Form 10-
K or parts thereof refer to the Form 10-K for the year ended December 31, 2019, filed on
February 18, 2020, except to the extent portions of such Form 10-K have been revised in this
Current Report on Form 8-K, in which case, they refer to the applicable revised portion in this