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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): February 23, 2004
ConocoPhillips
(Exact name of registrant as specified in its charter)
Delaware 000-49987 01-0562944
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
600 North Dairy Ashford
Houston, Texas 77079
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (281) 293-1000
Item 7. Financial Statements and Exhibits
(c) Exhibit
99 -- Press release issued by ConocoPhillips on February 23, 2004.
Item 12. Results of Operations and Financial Condition
On February 23, 2004, ConocoPhillips issued a press release announcing the
company's replacement of 2003 production. A copy of the press release is
furnished as Exhibit 99 hereto and incorporated herein by reference.
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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/ John A.Carrig
----------------------------------------
John A. Carrig
Executive Vice President, Finance, and
Chief Financial Officer
February 26, 2004
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EXHIBIT INDEX
Exhibit
No. Description
- ------- -----------
99 -- Press release issued by ConocoPhillips on February 23, 2004.
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Exhibit 99
ConocoPhillips Replaces 106 Percent of 2003 Production; Production
Replacement of 133 Percent, Excluding Sales and Acquisitions
HOUSTON--(BUSINESS WIRE)--Feb. 23, 2004--ConocoPhillips (NYSE:COP)
today announced the net addition of 650 million barrels of oil
equivalent (BOE) to its proved reserve base during 2003. The company
replaced 106 percent of its 2003 production or 133 percent excluding
sales and acquisitions, bringing ConocoPhillips' total reserve base to
7.8 billion BOE, excluding 0.3 billion barrels associated with the
company's Canadian Syncrude operation. The U.S. Securities and
Exchange Commission regulations define the company's Syncrude
operation as mining related; therefore, these operations are not
reported as part of its conventional oil and gas proved reserves base.
Including sales and acquisitions, the company achieved a
production replacement of 106 percent, at a finding and development
(F&D) cost of $5.35 per BOE in 2003. F&D costs include approximately
$430 million of 2003 additions to properties, plants and equipment
associated with the repeal of the Norway Grant Act. ConocoPhillips'
five-year average production replacement for the period 1999 through
2003 was 414 percent at an average F&D cost of $4.29 per BOE.
ConocoPhillips' reserves-to-production ratio is 12.6 years.
"ConocoPhillips had a very successful 2003, in terms of project
approvals," said Bill Berry, Executive Vice President of Exploration
and Production for ConocoPhillips. "Our focused efforts to progress
our legacy projects toward development resulted in major increases in
proved reserves, primarily from projects in Australia, Canada and
Norway.
"Looking ahead, we anticipate our current pipeline of projects to
provide the company with substantial future reserves growth. In 2004,
we will continue to pursue government approval on our Kashagan project
in Kazakhstan, as well as the authorization of major projects in the
United Kingdom, China and Alaska."
Pro Forma Operating Information
To provide meaningful, prior-period comparisons, the company is
providing the following pro forma operating information. This pro
forma information was prepared by combining the historical results of
Conoco and Phillips for all reporting periods presented prior to the
merger and those of ConocoPhillips since the merger.
ConocoPhillips' pro forma five-year average production replacement
would be 210 percent of its production from 1999 through 2003 at an
average estimated F&D cost of $5.12(a) per BOE.
ConocoPhillips' proved reserves are reviewed annually to ensure
that all reserve determinations are made in accordance with a
disciplined internal policy. This policy requires the financial
commitment to proceed with development of such reserves and any
appropriate government and partner approvals before reserves are
booked.
ConocoPhillips is an integrated petroleum company with interests
around the world. Headquartered in Houston, the company had
approximately 39,000 employees, $82.5 billion of assets and $105
billion of revenues as of Dec. 31, 2003. For more information, go to
www.conocophillips.com.
(a)Pro Forma Finding and Development Cost per BOE
Reconciliation to Generally Accepted Accounting Principles
(Pro forma 1999-2003)
Cost Incurred(b) Reserve Additions(c)
- ----------------------------------------------------------------------
Billions of dollars Billions of BOE
- ----------------------------------------------------------------------
ConocoPhillips 1999-2003
(GAAP Basis) $33.70 7.86
- ----------------------------------------------------------------------
Conoco pre-merger, net of
purchase adjustment (1.39) (1.55)
- ----------------------------------------------------------------------
Pro forma costs incurred and
reserve additions 32.31 6.31
- ----------------------------------------------------------------------
F&D/BOE
(GAAP 5-year average) $4.29
- ----------------------------------------------------------------------
F&D/BOE
(pro forma 5-year average) $5.12
- ----------------------------------------------------------------------
(b) Including acquisitions
(c) Includes additions due to revision, improved recovery, purchases,
and extensions and discoveries
CAUTIONARY STATEMENT FOR THE PURPOSES OF THE "SAFE HARBOR"
PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
This update contains forward-looking statements within the meaning
of the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995. The forward-looking statements, such as "Looking
ahead, we anticipate our current pipeline of projects to provide the
company with substantial future reserves growth" and "In 2004, we will
continue to pursue government approval ..." are based on management's
expectations, estimates and projections about ConocoPhillips and the
petroleum industry in general on the date this statement was released.
These statements are not guarantees of future performance and involve
certain risks, uncertainties and assumptions that are difficult to
predict. Further, certain forward-looking statements are based on
assumptions as to future events that may not prove to be accurate.
Therefore, actual outcomes and results may differ materially from what
is expressed or forecast in such forward-looking statements. Economic,
business, competitive and regulatory factors that may affect
ConocoPhillips' business are generally as set forth in ConocoPhillips'
filings with the Securities and Exchange Commission (SEC).
ConocoPhillips is under no obligation (and expressly disclaims any
such obligation) to update or alter its forward-looking statements
whether as a result of new information, future events or otherwise.
Cautionary Note to U.S. Investors -- The SEC permits oil and gas
companies, in their filings with the SEC, to disclose only proved
reserves that a company has demonstrated by actual production or
conclusive formation tests to be economically and legally producible
under existing economic and operating conditions. Production is
distinguished from oil and gas production because SEC regulations
define Syncrude as mining-related and not part of conventional oil and
natural gas reserves. We use certain terms in this release, such as
"excluding 0.3 billion barrels associated with the company's Canadian
Syncrude operation" that the SEC's guidelines strictly prohibit us
from including in filings with the SEC. U.S. investors are urged to
consider closely the disclosure in the company's periodic filings with
the SEC, available from the company at 600 North Dairy Ashford Road,
Houston, Texas 77079. This information can also be obtained from the
SEC by calling 800-SEC-0330.
CONTACT: ConocoPhillips, Houston
Linsi Crain, 281-293-1045 (media)
or
Clayton Reasor, 212-207-1996 (investors)