What is happening at ConocoPhillips?
We are pursuing a plan to create two leading energy companies. We are moving the assets and businesses related to our downstream functions to a separate legal entity that will be distributed, or “spun off,” as a new publicly-traded company. The strategy will position ConocoPhillips as an E&P company and will create a new downstream company, named Phillips 66. Under the plan, ConocoPhillips will be a large and geographically-diverse pure-play Exploration & Production (E&P) company, with strong returns and investment opportunities. As a separate company, Phillips 66, the downstream company, will be a low-cost, integrated business with refining, marketing, transportation, midstream and chemicals businesses, an investment grade credit rating and significant financial flexibility.
Why did you decide to pursue this now?
We are repositioning ConocoPhillips into two leading energy companies as part of our long-standing strategy to create shareholder value. Two separate, independent companies will be positioned to create value through earnings growth, returns enhancement and leading shareholder distributions.
We have recognized that it is no longer a strategic advantage to have a complex, integrated business model. Two independent businesses, focused on specific portions of the energy industry, have greater potential to outperform competition and create differentiated value.
What does this mean for ConocoPhillips shareholders?
The transaction will create two strong, independent companies positioned to compete most effectively in the changing energy environment. Both companies will be uniquely positioned in their respective industries, with the management focus, financial strength and technical capability to successfully invest in the industry’s highest returning projects. We see significant long-term benefit from this repositioning and expect that others will too. More details on how this move unlocks potential to create shareholder value are available on the ConocoPhillips Investor Relations website.
When the repositioning is completed, ConocoPhillips shareholders will keep their ConocoPhillips shares (which will be the pure-play E&P company), and will also receive shares of Phillips 66 (the new downstream company) in a 2:1 ratio, ConocoPhillips shares to Phillips 66 shares.
When is the record date?
The record date is April 16, 2012. Ownership of ConocoPhillips common stock will be determined as of 5:00 p.m., Eastern Time, on that date.
As a holder of shares of ConocoPhillips common stock as of the record date, what do I have to do to participate in the distribution?
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.
Will the distribution affect the number of shares of ConocoPhillips I currently hold?
No, the number of shares of ConocoPhillips common stock held by a stockholder will be unchanged. The market value of each ConocoPhillips share, however, will change to reflect the impact of the distribution.
How will fractional shares be treated?
ConocoPhillips will not distribute any fractional shares of Phillips 66 common stock to ConocoPhillips stockholders. Fractional shares of Phillips 66 common stock to which ConocoPhillips stockholders of record would otherwise be entitled will be aggregated and sold in the public market by the distribution agent. The aggregate net cash proceeds of the sales will be distributed pro rata to each holder who would otherwise have been entitled to receive a fractional share in the distribution. Proceeds from these sales will generally result in a taxable gain or loss to those stockholders. Each stockholder entitled to receive cash proceeds from these shares should consult his, her or its own tax advisor as to such stockholder’s particular circumstances. The tax consequences of the distribution are described in more detail in the Form 10.
Will I receive an Information Statement?
Yes. 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.
What does this repositioning mean for customers?
This move will unlock the potential of both businesses to create more value for their customers and shareholders. We believe that two pure-play companies will have more managerial focus and flexibility to meet the demands of their customers and the marketplace.
How will ConocoPhillips’ repositioning affect consumers?
During the transition process consumers should continue to expect reliable, quality fuels and other consumer products (which all lie within the downstream business). These will not be affected. We believe that this transaction will better position both businesses to meet the needs of consumers and the marketplace.
Energy prices and supply are determined by market conditions, including the price of crude oil and world demand. ConocoPhillips’ repositioning will not impact these market dynamics.
What is the timeline for the transition to two independent companies?
The plans to restructure assets, services and systems were put in place by the end of 2011. We have requested a ruling from the IRS to confirm that this transaction will be tax-free; in other words, to confirm that it will result in no U.S. federal income tax payable by the company or ConocoPhillips shareholders. In the same period, we have filed a Form 10 with the SEC to register the shares of Phillips 66, the downstream company, for trading. After we receive IRS and SEC confirmation, final approval by our board of directors is required to complete the repositioning. Shortly thereafter, we will separate into the two independent companies. We expect this to be completed in the second quarter of 2012.
Who is buying the downstream company?
We are not selling the downstream assets to another company. ConocoPhillips shareholders at the record date for the transaction will keep their existing shares, and will also receive shares of Phillips 66, the new downstream company. Once public, shares of either company can be sold or purchased in the market. Like ConocoPhillips, the downstream company will have its own board of directors and leadership team.
What will the two companies be named?
ConocoPhillips will continue to exist as an independent pure-play E&P company. The downstream company will be named Phillips 66.
Why was the name Phillips 66 chosen?
The name Phillips 66 was chosen because it has strong brand recognition and value, which allows us to link our rich history and our exciting future. The name represents the independent spirit and drive that will be part of the culture of Phillips 66.
What will be Phillips 66's stock ticker symbol?
The NSYE listing application for Phillips 66 was filed under the PSX stock ticker.
Does CEO Jim Mulva still intend to retire in 2012?
Yes. Jim Mulva has indicated that he plans to retire upon completion of the repositioning, expected in the second quarter of 2012.
Who will be in the management teams of the new companies?
Ryan Lance and Greg Garland are the designated CEOs of the new ConocoPhillips and Phillips 66, respectively. Lance and Garland will form their respective executive management teams, with all appointments effective at the completion of the repositioning, expected in the second quarter of 2012.
Where will the headquarters of each company be located?
ConocoPhillips will retain its Houston headquarters. Phillips 66, the downstream company, also will be headquartered in Houston.
Exactly where in Houston will the Phillips 66 headquarters be located?
We are working to determine the specific Houston location for Phillips 66 headquarters along with a relocation plan, which may include temporary offices for some employees. We will share more information as decisions are made.
How will ConocoPhillips rank in size relative to its industry?
Based on 2011 public data, ConocoPhillips will be the largest North American pure-play E&P company, based on production and proved reserves, after the separation.
How will Phillips 66 rank in size relative to its industry?
Based on 2011 public data, Phillips 66, the downstream company, will be the second largest independent refiner in North America based on refining capacity.
How will assets be divided between the two companies?
Phillips 66 is expected to include the refining and marketing (R&M) segment as currently reported by ConocoPhillips. This would include assets such as our refineries, marketing and transportation assets and certain commercial assets, which support the business. It is our intent that midstream and chemicals assets will also form part of Phillips 66. ConocoPhillips will include the upstream segment as currently reported.
What will happen with ConocoPhillips joint ventures, such as CPChem, DCP Midstream and WRB/FCCL?
It is our intent for the joint ventures of CPChem, DCP Midstream and WRB to be part Phillips 66. FCCL will form part of the E&P company.
What will happen to ConocoPhillips employees?
As an integrated energy company, ConocoPhillips has developed one of the industry’s most talented and experienced workforces. Our employees will continue to be our most important asset going forward, as we transition into two leading energy companies. The majority of our employees will continue in their current role in their current location, with the downstream employees shifting to the new company. We expect that both companies will have competitive compensation and benefits packages for their respective industries. Staffing decisions will be completed as soon as practical.
Will there be lay-offs?
This transition is not about creating cost savings. Most employees will continue in their current positions. We do expect some staffing changes and opportunities; however, we do not expect a significant impact to our overall employee numbers. We will work out the details of employee staffing over the coming months.
Is ConocoPhillips still hiring? How can I find out about jobs within ConocoPhillips or Phillips 66?
Yes, we are still hiring. Jobs will continue to be posted on our career recruiting website, as usual. You can find information about career opportunities here.
What will happen to retiree pensions?
Pension holders will not forfeit previously earned and vested benefits by reason of the repositioning, and we expect to maintain the same rate of funding of benefits of worldwide plans through 2012.
Will ConocoPhillips or Phillips 66 continue to operate in all the same locations?
The asset disposition program we initiated in late 2009 will continue through to 2012. We will still evaluate our assets and adjust our portfolio according to this plan. Other changes to operating locations, if necessary, will be determined in the coming months, or by the respective companies after the repositioning is complete.
Will the companies continue to contribute to communities where they operate?
Today, ConocoPhillips upholds the highest commitment to safe and responsible operations and has a long-standing tradition of investing in the communities where we operate. While both companies will continue to maintain a rigorous focus on cost, we expect that both companies will be actively involved in the communities where they operate.
Where can I get the most recent information about the company’s repositioning?
More details about the repositioning are available on the ConocoPhillips Investor Relations website.