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ConocoPhillips
ConocoPhillips Company |
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Delaware
Delaware |
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01-0562944
73-0400345 |
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(Exact name of each registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification Number)
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925 N. Eldridge Parkway Houston, Texas 77079 (281) 293-1000 |
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Kelly B. Rose
Senior Vice President, Legal, General Counsel and Corporate Secretary ConocoPhillips 925 N. Eldridge Parkway Houston, Texas 77079 (281) 293-1000 |
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(Address, including zip code, and telephone number, including area code,
of each registrant’s principal executive offices) |
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(Name, address, including zip code, and telephone
number, including area code, of agent for service) |
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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Emerging growth company
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ConocoPhillips
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ConocoPhillips
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ConocoPhillips Company
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Subordinated Debt Securities
Common Stock Preferred Stock Warrants Depositary Shares Stock Purchase Contracts or Units Prepaid Stock Purchase Contracts |
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Senior Debt Securities
guaranteed as described in this prospectus by
ConocoPhillips
Company |
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Senior Debt Securities
guaranteed as described in this prospectus by
ConocoPhillips
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SEC registration fees
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Printing expenses
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Legal fees and expenses
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Accounting fees and expenses
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Fees and expenses of trustee and counsel
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Rating agency fees
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Miscellaneous
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Total
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Signature
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Title
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/s/ Ryan M. Lance
Ryan M. Lance
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Chairman of the Board of Directors
and Chief Executive Officer (Principal Executive Officer) |
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/s/ William L. Bullock, Jr.
William L. Bullock, Jr.
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Executive Vice President
and Chief Financial Officer (Principal Financial Officer) |
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/s/ Christopher P. Delk
Christopher P. Delk
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Vice President, Controller
and General Tax Counsel (Principal Accounting Officer) |
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/s/ Dennis V. Arriola
Dennis V. Arriola
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Director
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Signature
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Title
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/s/ Jody Freeman
Jody Freeman
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Director
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/s/ Gay Huey Evans
Gay Huey Evans
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Director
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/s/ Jeffrey A. Joerres
Jeffrey A. Joerres
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Director
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/s/ Timothy A. Leach
Timothy A. Leach
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Director
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/s/ William H. McRaven
William H. McRaven
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Director
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/s/ Sharmila Mulligan
Sharmila Mulligan
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Director
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/s/ Eric D. Mullins
Eric D. Mullins
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Director
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/s/ Arjun N. Murti
Arjun N. Murti
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Director
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/s/ Robert A. Niblock
Robert A. Niblock
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Director
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/s/ David T. Seaton
David T. Seaton
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Director
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/s/ R.A. Walker
R.A. Walker
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Director
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Signature
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Title
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/s/ Ryan M. Lance
Ryan M. Lance
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President and Chief Executive Officer
(Principal Executive Officer) |
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/s/ William L. Bullock, Jr.
William L. Bullock, Jr.
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Director and Executive Vice President
and Chief Financial Officer (Principal Financial Officer) |
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/s/ Kelly B. Rose
Kelly B. Rose
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Director and Senior Vice President, Legal,
General Counsel |
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/s/ Christopher P. Delk
Christopher P. Delk
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Vice President, Controller
and General Tax Counsel (Principal Accounting Officer) |
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Exhibit 5.1
King & Spalding LLP 1180 Peachtree Street N.E. Tel: +1 404 572 4600 Fax: +1 404 572 5100 www.kslaw.com |
August 3, 2023
ConocoPhillips
ConocoPhillips Company
c/o | ConocoPhillips |
925 N. Eldridge Parkway | |
Houston, Texas 77079 |
Ladies and Gentlemen:
We have acted as counsel for ConocoPhillips, a Delaware corporation (the “Company”), and ConocoPhillips Company, a Delaware corporation (“CPCo”), in connection with the preparation and filing of a Registration Statement on Form S-3 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement relates to the registration under the Securities Act of the offer and sale of an indeterminate amount of the following securities (collectively, the “Securities”):
(i) senior debt securities of the Company (the “ConocoPhillips Senior Debt Securities”) and any related guarantee of such ConocoPhillips Senior Debt Securities by CPCo (the “CPCo Guarantee”), to be issued pursuant to an Indenture, dated as of October 9, 2002 (the “ConocoPhillips Senior Indenture”) among the Company, as issuer, CPCo, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”);
(ii) senior debt securities of CPCo (the “CPCo Senior Debt Securities” and, together with the Company Senior Debt Securities, the “Senior Debt Securities”) and any related guarantee of such CPCo Senior Debt Securities by the Company (the “Company Guarantee” and, together with the CPCo Guarantee, the “Guarantees”), to be issued pursuant the Indenture, dated as of December 7, 2012 (the “CPCo Senior Indenture” and, together with the ConocoPhillips Senior Indenture, the “Senior Indentures”), among CPCo, as issuer, the Company, as guarantor, and the Trustee, as trustee;
(iii) subordinated debt securities of the Company (the “Subordinated Debt Securities”), to be issued pursuant to an indenture (the “Subordinated Indenture”) to be entered into between the Company, as issuer, and the Trustee, as trustee;
(iv) shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”);
ConocoPhillips
ConocoPhillips Company
August 3, 2023
Page 2
(v) shares of preferred stock, par value $0.01 per share, of the Company (the “Preferred Stock”);
(vi) depositary shares, each representing a fractional interest in a share of Preferred Stock (“Depositary Shares”);
(vii) warrants to purchase Senior Debt Securities, Subordinated Debt Securities, Common Stock, Preferred Stock, Depositary Shares or other securities (the “Warrants”);
(viii) contracts to purchase Common Stock, Preferred Stock or Depositary Shares at a future date or dates (the “Stock Purchase Contracts”); and
(ix) units consisting of (A) a Stock Purchase Contract and (B) a combination of Senior Debt Securities, Subordinated Debt Securities or debt obligations of third parties securing the holder’s obligation to purchase Common Stock or Preferred Stock under the Stock Purchase Contracts (“Stock Purchase Units”).
In connection with this opinion, we have examined and relied upon the accuracy of original, certified, conformed or photographic copies of such records, agreements, certificates and other documents as we have deemed necessary or appropriate to enable us to render the opinions set forth below. In all such examinations, we have assumed the genuineness of signatures on original documents and the conformity to such original documents of all documents submitted to us as certified, conformed or photographic copies and, as to certificates of public officials, we have assumed the same to have been properly given and to be accurate. As to matters of fact material to this opinion, we have relied, without independent verification, upon certificates, statements and representations of public officials and representatives of the Company and CPCo.
We have also assumed that (i) the Senior Indentures, the form of Subordinated Indenture filed as an exhibit to the Registration Statement, and any contract governing or establishing the terms of the Depositary Shares, Warrants, Stock Purchase Contracts or Stock Purchase Units will be the valid and binding obligations of each party thereto (other than the Company and CPCo, as applicable) enforceable against each party thereto (other than the Company and CPCo, as applicable) in accordance with their respective terms, (ii) the execution and delivery of, and performance by the Company and CPCo, as applicable, pursuant to, any Security (A) require no action by or in respect of, or filing with, any governmental body, agency or official and (B) do not contravene, or constitute a default under, any provision of applicable law or regulation or any judgment, injunction, order or decree or any agreement or other instrument binding upon the Company or CPCo, as applicable, (iii) any contract governing or establishing the terms of the Depositary Shares, Warrants, Stock Purchase Contracts or Stock Purchase Units will be governed by the laws of the State of New York, (iv) any Securities issuable upon conversion, exchange or exercise of any Security being offered or issued will be duly authorized, created and, if appropriate, reserved for issuance upon such conversion, exchange or exercise and (v) any securities issued by any third party that comprise part of any of the Securities, or that are issuable upon the conversion, exchange, exercise or otherwise pursuant to the terms of any of the Securities are valid and binding obligations of such third party enforceable against such third party in accordance with their respective terms.
ConocoPhillips
ConocoPhillips Company
August 3, 2023
Page 3
Based on the foregoing, and subject to the additional assumptions, qualifications and limitations set forth below, we are of the opinion that:
(1) Any ConocoPhillips Senior Debt Securities, when (i) the terms of such series of ConocoPhillips Senior Debt Securities and of their issuance and sale, and all related matters, have been duly authorized and established by all necessary corporate action and (ii) such ConocoPhillips Senior Debt Securities have been duly executed by the Company and authenticated by the Trustee in accordance with the terms of the ConocoPhillips Senior Indenture and duly delivered to the purchasers thereof upon the payment of the consideration therefor, will constitute valid and binding obligations of the Company enforceable against the Company in accordance with their terms, subject, as to the enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the rights and remedies of creditors generally and to the effect of general principles of equity. The ConocoPhillips Senior Debt Securities covered by the opinion in this paragraph include any ConocoPhillips Senior Debt Securities that may be issued as part of any Stock Purchase Units or upon the conversion, exchange, exercise or otherwise pursuant to the terms of any other Securities.
(2) Any CPCo Guarantee, when (i) the terms of such CPCo Guarantee and the related series of ConocoPhillips Senior Debt Securities and of the issuance and sale of such CPCo Guarantee and such related series of ConocoPhillips Senior Debt Securities, and all related matters, have been duly authorized and established by all necessary corporate action and (ii) such CPCo Guarantee has been duly executed by CPCo, such ConocoPhillips Senior Debt Securities have been duly executed by the Company and such CPCo Guarantee and ConocoPhillips Senior Debt Securities have been authenticated by the Trustee in accordance with the terms of the ConocoPhillips Senior Indenture and duly delivered to the purchasers thereof upon the payment of the consideration therefor, will constitute valid and binding obligations of CPCo enforceable against CPCo in accordance with their terms, subject, as to the enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the rights and remedies of creditors generally and to the effect of general principles of equity. The CPCo Guarantees covered by the opinion in this paragraph include any CPCo Guarantees that may be issued as part of any Stock Purchase Units or upon the conversion, exchange, exercise or otherwise pursuant to the terms of any other Securities.
(3) Any CPCo Senior Debt Securities, when (i) the terms of such series of CPCo Senior Debt Securities and of their issuance and sale, and all related matters, have been duly authorized and established by all necessary corporate action and (ii) such CPCo Senior Debt Securities have been duly executed by CPCo and authenticated by the Trustee in accordance with the terms of the CPCo Senior Indenture and duly delivered to the purchasers thereof upon the payment of the consideration therefor, will constitute valid and binding obligations of CPCo enforceable against CPCo in accordance with their terms, subject, as to the enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the rights and remedies of creditors generally and to the effect of general principles of equity. The CPCo Senior Debt Securities covered by the opinion in this paragraph include any CPCo Senior Debt Securities that may be issued as part of any Stock Purchase Units or upon the conversion, exchange, exercise or otherwise pursuant to the terms of any other Securities.
ConocoPhillips
ConocoPhillips Company
August 3, 2023
Page 4
(4) Any ConocoPhillips Guarantee, when (i) the terms of such ConocoPhillips Guarantee and the related series of CPCo Senior Debt Securities and of the issuance and sale of such ConocoPhillips Guarantee and such related series of CPCo Senior Debt Securities, and all related matters, have been duly authorized and established by all necessary corporate action and (ii) such ConocoPhillips Guarantee has been duly executed by the Company, such CPCo Senior Debt Securities have been duly executed by CPCo and such ConocoPhillips Guarantee and CPCo Senior Debt Securities have been authenticated by the Trustee in accordance with the terms of the CPCo Senior Indenture and duly delivered to the purchasers thereof upon the payment of the consideration therefor, will constitute valid and binding obligations of the Company enforceable against the Company in accordance with their terms, subject, as to the enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the rights and remedies of creditors generally and to the effect of general principles of equity. The ConocoPhillips Guarantees covered by the opinion in this paragraph include any ConocoPhillips Guarantees that may be issued as part of any Stock Purchase Units or upon the conversion, exchange, exercise or otherwise pursuant to the terms of any other Securities.
(5) Any Subordinated Debt Securities, when (i) the Subordinated Indenture has been duly authorized, executed and delivered by the Company in the form attached to the Registration Statement, (ii) the terms of such series of Subordinated Debt Securities and of their issuance and sale, and all related matters, have been duly authorized and established by all necessary corporate action and (iii) such Subordinated Debt Securities have been duly executed by the Company and authenticated by the Trustee in accordance with the terms of the Subordinated Indenture and duly delivered to the purchasers thereof upon the payment of the consideration therefor, will constitute valid and binding obligations of the Company enforceable against the Company in accordance with their terms, subject, as to the enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the rights and remedies of creditors generally and to the effect of general principles of equity. The Subordinated Debt Securities covered by the opinion in this paragraph include any Subordinated Debt Securities that may be issued as part of any Stock Purchase Units or upon the conversion, exchange, exercise or otherwise pursuant to the terms of any other Securities.
ConocoPhillips
ConocoPhillips Company
August 3, 2023
Page 5
(6) Any shares of Common Stock, when (i) the terms of their issuance and sale, and all related matters, have been duly authorized and established by all necessary corporate action and (ii) such shares of Common Stock have been duly delivered to the purchasers thereof upon the payment of the consideration therefor (which consideration is not less than the par value of the Common Stock), will be validly issued, fully paid and non-assessable. The shares of Common Stock covered by the opinion in this paragraph include any shares of Common Stock that may be issued pursuant to or as part of any Stock Purchase Contracts or Stock Purchase Units or upon the conversion, exchange, exercise or otherwise pursuant to the terms of any other Securities.
(7) Any shares of Preferred Stock, when (i) the terms of the series of such shares of Preferred Stock and of their issuance and sale, and all related matters, have been duly authorized and established by all necessary corporate action, (ii) a Certificate of Designations setting forth the powers, designations, preferences, rights, qualifications, limitations and restrictions of the series of such shares of Preferred Stock has been duly filed with the Secretary of State of the State of Delaware, and (iii) such shares of Preferred Stock have been duly delivered to the purchasers thereof upon the payment of the consideration therefore (which consideration is not less than the par value of the Preferred Stock), will be validly issued, fully paid and non-assessable. The shares of Preferred Stock covered by the opinion in this paragraph include any shares of Preferred Stock that may be represented by Depositary Shares or that may be issued pursuant to or as part of any Stock Purchase Contracts or Stock Purchase Units or upon the conversion, exchange, exercise or otherwise pursuant to the terms of any other Securities.
(8) Any Warrants, when (i) the terms of such Warrants, of any contract governing or establishing the terms of such Warrants and of the issuance and sale of such Warrants, and all related matters have been duly authorized and established by all necessary corporate action, (ii) any contract governing or establishing the terms of such Warrants has been duly authorized, executed and delivered by the Company, (iii) the actions described in the applicable paragraph of this letter with regard to any Security to be issued upon exercise of such Warrants have been taken and (iv) such Warrants have been duly executed by the Company and countersigned in accordance with the terms of any contract governing or establishing the terms of such Warrants and duly delivered to the purchasers thereof upon the payment of the consideration therefor, will constitute valid and binding obligations of the Company enforceable against the Company in accordance with their terms, subject, as to the enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the rights and remedies of creditors generally and to the effect of general principles of equity. The Warrants covered by the opinion in this paragraph include any Warrants that may be issued pursuant to or as part of any Stock Purchase Units or upon the conversion, exchange, exercise or otherwise pursuant to the terms of any other Securities.
ConocoPhillips
ConocoPhillips Company
August 3, 2023
Page 6
(9) Any Depositary Shares, when (i) the terms of the Depositary Shares, of any contract governing or establishing the terms of the Depositary Shares, of the related series of Preferred Stock represented by the Depositary Shares and of the issuance and sale of such Depositary Shares and such related series of Preferred Stock, and all related matters, have been duly authorized and established by all necessary corporate action, (ii) any contract governing or establishing the terms of the Depositary Shares has been duly authorized, executed and delivered by the Company, (iii) a Certificate of Designations setting forth the powers, designations, preferences, rights, qualifications, limitations and restrictions of the related series of Preferred Stock represented by the Depositary Shares has been duly filed with the Secretary of State of the State of Delaware, (iv) the shares of the related series of Preferred Stock represented by the Depositary Shares have been duly delivered to the applicable depositary, and (v) depositary receipts evidencing the Depositary Shares have been duly executed by the Company and countersigned by the applicable depositary against deposit of shares of the related series of Preferred Stock represented by the Depositary Shares in accordance with the terms of any contract governing or establishing the terms of the Depositary Shares and duly delivered to the purchases thereof upon the payment of the consideration therefor, will constitute valid and binding interests in shares of the related series of Preferred Stock represented by the Depositary Shares and will entitle the holders thereof to the rights specified in any contract governing or establishing the terms of the Depositary Shares, subject, as to the enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the rights and remedies of creditors generally and to the effect of general principles of equity. The Depositary Shares covered by the opinion in this paragraph include any Depositary Shares that may be issued pursuant to or as part of any Stock Purchase Contracts or Stock Purchase Units or upon the conversion, exchange, exercise or otherwise pursuant to the terms of any other Securities.
(10) Any Stock Purchase Contracts, when (i) the terms of such Stock Purchase Contracts, of any contract governing and establishing the terms of such Stock Purchase Contracts and of the issuance and sale of such Stock Purchase Contracts, and all related matters, have been duly authorized and established by all necessary corporate action, (ii) any contract governing and establishing the terms of such Stock Purchase Contracts has been duly authorized, executed and delivered by the Company, (iii) the actions described in the applicable paragraph of this letter with regard to any Security issued as part of such Stock Purchase Contracts have been taken and (iv) such Stock Purchase Contracts have been duly executed by the Company and countersigned or authenticated (as applicable) in accordance with the terms of any contract governing or establishing the terms of such Stock Purchase Contracts and have been duly delivered to the purchasers thereof upon the payment of the consideration therefore, will constitute valid and binding obligations of the Company enforceable against the Company in accordance with their terms, subject, as to the enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the rights and remedies of creditors generally and to the effect of general principles of equity. The Stock Purchase Contracts covered by the opinion in this paragraph include any Stock Purchase Contracts that may be issued as part of any Stock Purchase Units or otherwise pursuant to the terms of any other Securities.
ConocoPhillips
ConocoPhillips Company
August 3, 2023
Page 7
(11) Any Stock Purchase Units, when (i) the terms of such Stock Purchase Units, of any contract governing and establishing the terms of such Stock Purchase Units and of the issuance and sale of such Stock Purchase Units, and all related matters, have been duly authorized and established by all necessary corporate action, (ii) any contract governing and establishing the terms of such Stock Purchase Units has been duly authorized, executed and delivered by the Company, (iii) the actions described in the applicable paragraph of this letter with regard to any Security issued as part of such Stock Purchase Units have been taken and (iv) such Stock Purchase Units have been duly executed by the Company and countersigned or authenticated (as applicable) in accordance with the terms of any contract governing or establishing the terms of such Stock Purchase Units and have been duly delivered to the purchasers thereof upon the payment of the consideration therefore, will constitute valid and binding obligations of the Company enforceable against the Company in accordance with their terms, subject, as to the enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the rights and remedies of creditors generally and to the effect of general principles of equity. The Stock Purchase Units covered by the opinion in this paragraph include any Stock Purchase Units that may be issued upon the conversion, exchange, exercise or otherwise pursuant to the terms of any other Securities.
This opinion is limited in all respects to the laws of the State of New York and the General Corporation Law of the State of Delaware, and no opinion is expressed with respect to the laws of any other jurisdiction or any effect that such laws may have on the opinions expressed herein. This opinion is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein.
This opinion is given as of the date hereof, and we assume no obligation to advise you after the date hereof of facts or circumstances that come to our attention or changes in law that occur, which could affect the opinions contained herein. This opinion is being rendered for the benefit of the Company and CPCo in connection with the matters addressed herein.
We consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us under the caption “Legal Matters” in the prospectus that forms a part thereof. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.
Very truly yours, | |
/s/ King & Spalding LLP |
Exhibit 22
SUBSIDIARY GUARANTORS OF GUARANTEED SECURITIES
We have various cross guarantees among ConocoPhillips (Delaware), ConocoPhillips Company (Delaware), and Burlington Resources LLC (Delaware) with respect to publicly held debt securities. ConocoPhillips Company is 100 percent owned by ConocoPhillips. Burlington Resources LLC is 100 percent owned by ConocoPhillips Company. ConocoPhillips and/or ConocoPhillips Company have fully and unconditionally guaranteed the payment obligations of Burlington Resources LLC with respect to its publicly held debt securities. Similarly, ConocoPhillips has fully and unconditionally guaranteed the payment obligations of ConocoPhillips Company with respect to its publicly held debt securities. In addition, ConocoPhillips Company has fully and unconditionally guaranteed the payment obligations of ConocoPhillips with respect to its publicly held debt securities. All guarantees are joint and several.
The following table summarizes the Issuer (I) and/or Guarantors (G), as applicable, for our outstanding publicly held debt securities.
Outstanding Securities | ConocoPhillips | ConocoPhillips Company |
Burlington Resources LLC |
7.65% Debentures due 2023 | G | ||
3.35% Notes due 2024 | G | I | |
2.125% Notes due 2024 | G | I | |
3.35% Debentures due 2025 | G | I | |
2.40% Notes due 2025 | G | I | |
7.8% Debentures due 2027 | G | I | |
3.75% Notes due 2027 | I | G | |
4.3% Notes due 2028 | I | G | |
7.0% Debentures due 2029 | G | I | |
6.95% Notes due 2029 | G | I | |
8.125% Notes due 2030 | G | I | |
2.4% Notes due 2031 | I | G | |
5.9% Notes due 2032 | I | G | |
4.15% Notes due 2034 | G | I | |
5.95% Notes due 2036 | G | G | I |
5.9% Notes due 2038 | I | G | |
6.5% Notes due 2039 | I | G | |
3.758% Notes due 2042 | G | I | |
4.3% Notes due 2044 | G | I | |
5.95% Notes due 2046 | G | I | |
7.9% Debentures due 2047 | G | I | |
4.875% Notes due 2047 | I | G | |
4.85% Notes due 2048 | I | G | |
3.8% Notes due 2052 | G | I | |
5.3% Notes due 2053 | G | I | |
4.025% Notes due 2062 | G | I |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the reference to our firm under the caption “Experts” in this Registration Statement (Form S-3) and related Prospectus of ConocoPhillips and ConocoPhillips Company for the registration of Senior Debt Securities, Subordinated Debt Securities, Common Stock, Preferred Stock, Warrants, Depositary Shares, Stock Purchase Contracts, Stock Purchase Units, and Prepaid Stock Purchase Contracts and to the incorporation by reference therein of our reports dated February 16, 2023, with respect to the consolidated financial statements of ConocoPhillips, and the effectiveness of internal control over financial reporting of ConocoPhillips, included in its Annual Report (Form 10-K) for the year ended December 31, 2022, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP |
Houston, Texas
August 3, 2023
Exhibit 23.2
DeGolyer and MacNaughton
5001 Spring Valley Road
Suite 800 East
Dallas, Texas 75244
August 3, 2023
ConocoPhillips
925 N. Eldridge Parkway
Houston, Texas 77079
Ladies and Gentlemen:
We hereby consent to the use of the name DeGolyer and MacNaughton and to references to DeGolyer and MacNaughton as an independent petroleum engineering consulting firm under the caption “Experts” in the Registration Statement on Form S-3 for the registration of debt and equity securities of ConocoPhillips and ConocoPhillips Company. We also hereby consent to the incorporation by reference in the Registration Statement on Form S-3 of the DeGolyer and MacNaughton process review letter dated February 16, 2023, which appears in ConocoPhillips’ Annual Report on Form 10-K for the year ended December 31, 2022, to be filed with the United States Securities and Exchange Commission on or about August 3, 2023.
Very truly yours, | |
/s/ DeGolyer and MacNaughton | |
DeGOLYER and MacNAUGHTON | |
Texas Registered Engineering Firm F-716 |
Exhibit 25.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) ¨
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
(Exact name of trustee as specified in its charter)
(Jurisdiction of incorporation if not a U.S. national bank) |
95-3571558
|
333 South Hope Street Los Angeles, California (Address of principal executive offices)
|
90071 |
ConocoPhillips
(Exact name of obligor as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) |
01-0562944 (I.R.S. employer
|
925 N. Eldridge Parkway Houston, Texas
|
77079 (Zip code) |
ConocoPhillips Company
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization)
|
73-0400345 identification no.) |
925 N. Eldridge Parkway Houston, Texas (Address of principal executive offices)
|
77079 (Zip code) |
Senior Debt Securities
and Guarantees of Senior Debt Securities
(Title of the indenture securities)
1. General information. Furnish the following information as to the trustee:
(a) | Name and address of each examining or supervising authority to which it is subject. |
Name | Address |
Comptroller of the Currency United States Department of the Treasury |
Washington, DC 20219 |
Federal Reserve Bank |
San Francisco, CA 94105 |
Federal Deposit Insurance Corporation | Washington, DC 20429 |
(b) | Whether it is authorized to exercise corporate trust powers. |
Yes.
2. | Affiliations with Obligor. |
If the obligor is an affiliate of the trustee, describe each such affiliation.
None.
16. | List of Exhibits. |
Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act").
1. | A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875). |
2. | A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948). |
3. | A copy of the authorization of the trustee to exercise corporate trust powers (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-152875). |
- 2 -
4. | A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-229762). |
6. | The consent of the trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152875). |
7. | A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority. |
- 3 -
SIGNATURE
Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Houston, and State of Texas, on the 1st day of August, 2023.
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. | ||
By: | /s/ April Bradley | |
Name: April Bradley | ||
Title: Vice President |
- 4 -
EXHIBIT 7
Consolidated Report of Condition of
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
of 333 South Hope Street, Suite 2525, Los Angeles, CA 90071
At the close of business March 31, 2023, published in accordance with Federal regulatory authority instructions.
Dollar
amounts in thousands | |||||||
ASSETS | |||||||
Cash and balances due from depository institutions: | |||||||
Noninterest-bearing balances and currency and coin | 2,821 | ||||||
Interest-bearing balances | 524,227 | ||||||
Securities: | |||||||
Held-to-maturity securities | 0 | ||||||
Available-for-sale debt securities | 1,038 | ||||||
Equity securities with readily determinable fair values not held for trading | 0 | ||||||
Federal funds sold and securities purchased under agreements to resell: | |||||||
Federal funds sold in domestic offices | 0 | ||||||
Securities purchased under agreements to resell | 0 | ||||||
Loans and lease financing receivables: | |||||||
Loans and leases held for sale | 0 | ||||||
Loans and leases, held for investment | 0 | ||||||
LESS: Allowance for loan and lease losses | 0 | ||||||
Loans and leases held for investment, net of allowance | 0 | ||||||
Trading assets | 0 | ||||||
Premises and fixed assets (including capitalized leases) | 14,362 | ||||||
Other real estate owned | 0 | ||||||
Investments in unconsolidated subsidiaries and associated companies | 0 | ||||||
Direct and indirect investments in real estate ventures | 0 | ||||||
Intangible assets | 856,313 | ||||||
Other assets | 116,025 | ||||||
Total assets | $ | 1,514,786 |
1
LIABILITIES | |||||||
Deposits: | |||||||
In domestic offices | 1,079 | ||||||
Noninterest-bearing | 1,079 | ||||||
Interest-bearing | 0 | ||||||
Federal funds purchased and securities sold under agreements to repurchase: | |||||||
Federal funds purchased in domestic offices | 0 | ||||||
Securities sold under agreements to repurchase | 0 | ||||||
Trading liabilities | 0 | ||||||
Other borrowed money: | |||||||
(includes mortgage indebtedness and obligations under capitalized leases) | 0 | ||||||
Not applicable | |||||||
Not applicable | |||||||
Subordinated notes and debentures | 0 | ||||||
Other liabilities | 286,970 | ||||||
Total liabilities | 288,049 | ||||||
Not applicable | |||||||
EQUITY CAPITAL | |||||||
Perpetual preferred stock and related surplus | 0 | ||||||
Common stock | 1,000 | ||||||
Surplus (exclude all surplus related to preferred stock) | 325,877 | ||||||
Not available | |||||||
Retained earnings | 899,862 | ||||||
Accumulated other comprehensive income | -2 | ||||||
Other equity capital components | 0 | ||||||
Not available | |||||||
Total bank equity capital | 1,226,737 | ||||||
Noncontrolling (minority) interests in consolidated subsidiaries | 0 | ||||||
Total equity capital | 1,226,737 | ||||||
Total liabilities and equity capital | 1,514,786 |
I, Matthew J. McNulty, CFO of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.
Matthew J. McNulty | ) | CFO |
We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.
Antonio I. Portuondo, President | ) |
Loretta A. Lundberg, Managing Director | ) | Directors (Trustees) |
Jon M. Pocchia, Managing Director | ) |
2
Exhibit 25.2
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) ¨
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
(Exact name of trustee as specified in its charter)
(Jurisdiction of incorporation if not a U.S. national bank) |
95-3571558
|
333 South Hope Street Los Angeles, California (Address of principal executive offices)
|
90071 |
ConocoPhillips
(Exact name of obligor as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization)
|
01-0562944 (I.R.S. employer identification no.) |
925 N. Eldridge Parkway Houston, Texas (Address of principal executive offices)
|
77079 (Zip code) |
Subordinated Debt Securities
(Title of the indenture securities)
1. General information. Furnish the following information as to the trustee:
(a) | Name and address of each examining or supervising authority to which it is subject. |
Name | Address |
Comptroller of the Currency United States Department of the Treasury
|
Washington, DC 20219 |
Federal Reserve Bank |
San Francisco, CA 94105
|
Federal Deposit Insurance Corporation | Washington, DC 20429 |
(b) | Whether it is authorized to exercise corporate trust powers. |
Yes.
2. | Affiliations with Obligor. |
If the obligor is an affiliate of the trustee, describe each such affiliation.
None.
16. | List of Exhibits. |
Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act").
1. | A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875). |
2. | A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948). |
3. | A copy of the authorization of the trustee to exercise corporate trust powers (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-152875). |
- 2 -
4. | A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-229762). |
6. | The consent of the trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152875). |
7. | A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority. |
- 3 -
SIGNATURE
Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Houston, and State of Texas, on the 1st day of August, 2023.
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. | ||
By: | /s/ April Bradley | |
Name: April Bradley | ||
Title: Vice President |
- 4 -
EXHIBIT 7
Consolidated Report of Condition of
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
of 333 South Hope Street, Suite 2525, Los Angeles, CA 90071
At the close of business March 31, 2023, published in accordance with Federal regulatory authority instructions.
Dollar
amounts in thousands | |||||||
ASSETS | |||||||
Cash and balances due from depository institutions: | |||||||
Noninterest-bearing balances and currency and coin | 2,821 | ||||||
Interest-bearing balances | 524,227 | ||||||
Securities: | |||||||
Held-to-maturity securities | 0 | ||||||
Available-for-sale debt securities | 1,038 | ||||||
Equity securities with readily determinable fair values not held for trading | 0 | ||||||
Federal funds sold and securities purchased under agreements to resell: | |||||||
Federal funds sold in domestic offices | 0 | ||||||
Securities purchased under agreements to resell | 0 | ||||||
Loans and lease financing receivables: | |||||||
Loans and leases held for sale | 0 | ||||||
Loans and leases, held for investment | 0 | ||||||
LESS: Allowance for loan and lease losses | 0 | ||||||
Loans and leases held for investment, net of allowance | 0 | ||||||
Trading assets | 0 | ||||||
Premises and fixed assets (including capitalized leases) | 14,362 | ||||||
Other real estate owned | 0 | ||||||
Investments in unconsolidated subsidiaries and associated companies | 0 | ||||||
Direct and indirect investments in real estate ventures | 0 | ||||||
Intangible assets | 856,313 | ||||||
Other assets | 116,025 | ||||||
Total assets | $ | 1,514,786 |
1
LIABILITIES | |||||||
Deposits: | |||||||
In domestic offices | 1,079 | ||||||
Noninterest-bearing | 1,079 | ||||||
Interest-bearing | 0 | ||||||
Federal funds purchased and securities sold under agreements to repurchase: | |||||||
Federal funds purchased in domestic offices | 0 | ||||||
Securities sold under agreements to repurchase | 0 | ||||||
Trading liabilities | 0 | ||||||
Other borrowed money: | |||||||
(includes mortgage indebtedness and obligations under capitalized leases) | 0 | ||||||
Not applicable | |||||||
Not applicable | |||||||
Subordinated notes and debentures | 0 | ||||||
Other liabilities | 286,970 | ||||||
Total liabilities | 288,049 | ||||||
Not applicable | |||||||
EQUITY CAPITAL | |||||||
Perpetual preferred stock and related surplus | 0 | ||||||
Common stock | 1,000 | ||||||
Surplus (exclude all surplus related to preferred stock) | 325,877 | ||||||
Not available | |||||||
Retained earnings | 899,862 | ||||||
Accumulated other comprehensive income | -2 | ||||||
Other equity capital components | 0 | ||||||
Not available | |||||||
Total bank equity capital | 1,226,737 | ||||||
Noncontrolling (minority) interests in consolidated subsidiaries | 0 | ||||||
Total equity capital | 1,226,737 | ||||||
Total liabilities and equity capital | 1,514,786 |
I, Matthew J. McNulty, CFO of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.
Matthew J. McNulty | ) | CFO |
We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.
Antonio I. Portuondo, President | ) |
Loretta A. Lundberg, Managing Director | ) | Directors (Trustees) |
Jon M. Pocchia, Managing Director | ) |
2
Exhibit 25.3
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) ¨
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
(Exact name of trustee as specified in its charter)
(Jurisdiction of incorporation if not a U.S. national bank) |
95-3571558
|
333 South Hope Street Los Angeles, California (Address of principal executive offices)
|
90071 |
ConocoPhillips Company
(Exact name of obligor as specified in its charter)
Delaware
|
73-0400345 (I.R.S. employer identification no.) |
925 N. Eldridge Parkway Houston, Texas
|
77079 (Zip code) |
ConocoPhillips
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization)
|
01-0562944 (I.R.S. employer identification no.) |
925 N. Eldridge Parkway Houston, Texas (Address of principal executive offices)
|
77079 (Zip code) |
Senior Debt Securities
and Guarantees of Senior Debt Securities
(Title of the indenture securities)
1. General information. Furnish the following information as to the trustee:
(a) | Name and address of each examining or supervising authority to which it is subject. |
Name | Address |
Comptroller of the Currency United States Department of the Treasury
|
Washington, DC 20219 |
Federal Reserve Bank |
San Francisco, CA 94105
|
Federal Deposit Insurance Corporation | Washington, DC 20429 |
(b) | Whether it is authorized to exercise corporate trust powers. |
Yes.
2. | Affiliations with Obligor. |
If the obligor is an affiliate of the trustee, describe each such affiliation.
None.
16. | List of Exhibits. |
Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act").
1. | A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875). |
2. | A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948). |
3. | A copy of the authorization of the trustee to exercise corporate trust powers (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-152875). |
- 2 -
4. | A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-229762). |
6. | The consent of the trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152875). |
7. | A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority. |
- 3 -
SIGNATURE
Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Houston, and State of Texas, on the 1st day of August, 2023.
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. | ||
By: | /s/ April Bradley | |
Name: April Bradley | ||
Title: Vice President |
- 4 -
EXHIBIT 7
Consolidated Report of Condition of
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
of 333 South Hope Street, Suite 2525, Los Angeles, CA 90071
At the close of business March 31, 2023, published in accordance with Federal regulatory authority instructions.
Dollar
amounts in thousands | |||||||
ASSETS | |||||||
Cash and balances due from depository institutions: | |||||||
Noninterest-bearing balances and currency and coin | 2,821 | ||||||
Interest-bearing balances | 524,227 | ||||||
Securities: | |||||||
Held-to-maturity securities | 0 | ||||||
Available-for-sale debt securities | 1,038 | ||||||
Equity securities with readily determinable fair values not held for trading | 0 | ||||||
Federal funds sold and securities purchased under agreements to resell: | |||||||
Federal funds sold in domestic offices | 0 | ||||||
Securities purchased under agreements to resell | 0 | ||||||
Loans and lease financing receivables: | |||||||
Loans and leases held for sale | 0 | ||||||
Loans and leases, held for investment | 0 | ||||||
LESS: Allowance for loan and lease losses | 0 | ||||||
Loans and leases held for investment, net of allowance | 0 | ||||||
Trading assets | 0 | ||||||
Premises and fixed assets (including capitalized leases) | 14,362 | ||||||
Other real estate owned | 0 | ||||||
Investments in unconsolidated subsidiaries and associated companies | 0 | ||||||
Direct and indirect investments in real estate ventures | 0 | ||||||
Intangible assets | 856,313 | ||||||
Other assets | 116,025 | ||||||
Total assets | $ | 1,514,786 |
1
LIABILITIES | |||||||
Deposits: | |||||||
In domestic offices | 1,079 | ||||||
Noninterest-bearing | 1,079 | ||||||
Interest-bearing | 0 | ||||||
Federal funds purchased and securities sold under agreements to repurchase: | |||||||
Federal funds purchased in domestic offices | 0 | ||||||
Securities sold under agreements to repurchase | 0 | ||||||
Trading liabilities | 0 | ||||||
Other borrowed money: | |||||||
(includes mortgage indebtedness and obligations under capitalized leases) | 0 | ||||||
Not applicable | |||||||
Not applicable | |||||||
Subordinated notes and debentures | 0 | ||||||
Other liabilities | 286,970 | ||||||
Total liabilities | 288,049 | ||||||
Not applicable | |||||||
EQUITY CAPITAL | |||||||
Perpetual preferred stock and related surplus | 0 | ||||||
Common stock | 1,000 | ||||||
Surplus (exclude all surplus related to preferred stock) | 325,877 | ||||||
Not available | |||||||
Retained earnings | 899,862 | ||||||
Accumulated other comprehensive income | -2 | ||||||
Other equity capital components | 0 | ||||||
Not available | |||||||
Total bank equity capital | 1,226,737 | ||||||
Noncontrolling (minority) interests in consolidated subsidiaries | 0 | ||||||
Total equity capital | 1,226,737 | ||||||
Total liabilities and equity capital | 1,514,786 |
I, Matthew J. McNulty, CFO of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.
Matthew J. McNulty | ) | CFO |
We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.
Antonio I. Portuondo, President | ) |
Loretta A. Lundberg, Managing Director | ) | Directors (Trustees) |
Jon M. Pocchia, Managing Director | ) |
2
Exhibit 107
Calculation of Filing Fee Tables
Form S-3
(Form Type)
ConocoPhillips
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
Security Type | Security Class Title | Fee Calculation or Carry Forward Rule | Amount Registered | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | Carry Forward Form Type | Carry Forward File Number | Carry Forward Initial Effective Date | Filing Fee Previously Paid in Connection with Unsold Securities to Be Carried Forward | |||||||||||||
Newly Registered Securities | ||||||||||||||||||||||||
Fees to Be Paid | Debt | Senior Debt Securities | Rule 456(b) and Rule 457(r) | (1) | (1) | (1) | (2) | (2) | ||||||||||||||||
Debt | Subordinated Debt Securities | Rule 456(b) and Rule 457(r) | (1) | (1) | (1) | (2) | (2) | |||||||||||||||||
Equity | Common Stock | Rule 456(b) and Rule 457(r) | (1) | (1) | (1) | (2) | (2) | |||||||||||||||||
Equity | Preferred Stock | Rule 456(b) and Rule 457(r) | (1) | (1) | (1) | (2) | (2) | |||||||||||||||||
Equity | Depositary Shares | Rule 456(b) and Rule 457(r) | (1) | (1) | (1) | (2) | (2) | |||||||||||||||||
Other | Warrants | Rule 456(b) and Rule 457(r) | (1) | (1) | (1) | (2) | (2) | |||||||||||||||||
Other | Stock Purchase Contracts or Units | Rule 456(b) and Rule 457(r) | (1) | (1) | (1) | (2) | (2) | |||||||||||||||||
Other | Prepaid Stock Purchase Contracts | Rule 456(b) and Rule 457(r) | (1) | (1) | (1) | (2) | (2) | |||||||||||||||||
Fees Previously Paid | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | ||||||||||||||||
Carry Forward Securities | ||||||||||||||||||||||||
Carry Forward Securities | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |||||||||||||||
Total Offering Amounts | N/A | |||||||||||||||||||||||
Total Fees Previously Paid | N/A | |||||||||||||||||||||||
Total Fee Offsets | N/A | |||||||||||||||||||||||
Net Fee Due | N/A |
(1) | An indeterminate aggregate initial offering price or number of the securities of each identified class is being registered as may from time to time be issued at indeterminate prices. | |
(2) | In reliance on Rule 456(b) and Rule 457(r) under the Securities Act, the registrant hereby defers payment of the registration fee required in connection with this registration statement. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities. |