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): October 24, 2007
ConocoPhillips
(Exact name of registrant as specified in its charter)
Delaware 001-32395 01-0562944
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation) File Number) Identification No.)
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
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 2.02 Results of Operations and Financial Condition
On October 24, 2007, ConocoPhillips issued a press release announcing
the company's financial and operating results for the quarter ended September
30, 2007. A copy of the press release is furnished as Exhibit 99.1 hereto and
incorporated herein by reference. Additional financial and operating information
about the quarter is furnished as Exhibits 99.2 and 99.3 hereto and incorporated
herein by reference.
The press release contains the following measures that are not calculated in
accordance with U.S. generally accepted accounting principles (GAAP):
o Earning adjusted for the second-quarter 2007 Venezuela impairment.
o Diluted earnings per share adjusted for the second-quarter 2007
Venezuela impairment.
o E&P earnings adjusted for the second-quarter 2007 Venezuela
impairment.
o Effective tax rate adjusted for the second-quarter 2007 Venezuela
impairment.
We have included these non-GAAP financial measures because, in management's
opinion, excluding the second-quarter 2007 charge associated with the complete
impairment of our Venezuelan oil interests is a better indicator of the
company's ongoing earnings, effective tax rate and earnings per share, and is
therefore useful in comparing the Company's results with prior and future
periods.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
99.1 -- Press release issued by ConocoPhillips on October 24, 2007.
99.2 -- Financial and operational tables.
99.3 -- Supplemental financial information.
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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
October 24, 2007
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EXHIBIT INDEX
Exhibit
No. Description
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99.1 Press release issued by ConocoPhillips on October 24, 2007.
99.2 Financial and operational tables.
99.3 Supplemental financial information.
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