SEC Comment Letter 0000000000-24-004593 to CONOCOPHILLIPS (COP)
CONOCOPHILLIPS
Date: April 24, 2024 · CIK: 0001163165 · Accession: 0000000000-24-004593
AI Filing Summary & Sentiment
File numbers found in text: 001-32395
Letter
United States securities and exchange commission logo April 24, 2024 William Bullock, Jr EVP and Chief Financial Officer ConocoPhillips 925 N. Eldridge Parkway Houston, TX 77079 Re:ConocoPhillips Form 10-K for the Fiscal Year ended December 31, 2023 Filed February 15, 2024 File No. 001-32395 Dear William Bullock: We have reviewed your April 3, 2024 response to our comment letter and have the following comment. Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our March 22, 2024 letter. Form 10-K for the Fiscal Year ended December 31, 2023 Management's Discussion and Analysis Income Statement Analysis, page 41 1.We note your response to prior comments one and two, indicating that you believe no incremental discussion and analysis should be necessary because you operate a commodity business and have already provided a qualitative discussion of the pricing environment and reported average daily production volumes and average unit prices, which you regard as the relevant "primary material activity drivers."
You indicate that such disaggregated quantitative information allows investors to view the business from management’s perspective, though do not explain why you believe that a discussion and analysis of annual revenues and annual production in an annual report would not also be essential or fundamental to the view, and material to an assessment of
FirstName LastNameWilliam Bullock, Jr Comapany NameConocoPhillips April 24, 2024 Page 2 FirstName LastName William Bullock, Jr ConocoPhillips April 24, 2024 Page 2 your results of operations. You do not explain why you believe the requirement for the discussion and analysis to be "of the financial statements" could accommodate a narrative that excludes key financial measures that are required to be reported in your financial statements under generally accepted accounting principles.
With regard to the reasons for material changes in line items, you indicate that you are using the terms "primarily" or "partially offset by" when describing such reasons and that the absence of quantification "conveys the concept that no individual item needs to be quantified to assist the reader in understanding a variance." However, you have not explained how your concept on need reconciles to the requirement to describe such reasons in both quantitative and qualitative terms, nor shown how the concept has been applied in determining whether you would provide quantification.
We continue to believe that substantial revisions will be necessary to address our prior comments, to include a discussion and analysis of the periodic activity that is reported in your financial statements for each period, and the total volumes of production underlying annual sales/revenues. We re-issue prior comments one and two. Please contact Mark Wojciechowski at 202-551-3759 or Karl Hiller at 202-551-3686 if you have questions regarding comments on the financial statements and related matters. Sincerely, Division of Corporation Finance Office of Energy & Transportation
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United States securities and exchange commission logo
April 24, 2024
William Bullock, Jr
EVP and Chief Financial Officer
ConocoPhillips
925 N. Eldridge Parkway
Houston, TX 77079
Re:ConocoPhillips
Form 10-K for the Fiscal Year ended December 31, 2023
Filed February 15, 2024
File No. 001-32395
Dear William Bullock:
We have reviewed your April 3, 2024 response to our comment letter and have the
following comment.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our March 22, 2024
letter.
Form 10-K for the Fiscal Year ended December 31, 2023
Management's Discussion and Analysis
Income Statement Analysis, page 41
1.We note your response to prior comments one and two, indicating that you believe no
incremental discussion and analysis should be necessary because you operate a
commodity business and have already provided a qualitative discussion of the pricing
environment and reported average daily production volumes and average unit prices,
which you regard as the relevant "primary material activity drivers."
You indicate that such disaggregated quantitative information allows investors to view the
business from management’s perspective, though do not explain why you believe that a
discussion and analysis of annual revenues and annual production in an annual report
would not also be essential or fundamental to the view, and material to an assessment of
FirstName LastNameWilliam Bullock, Jr
Comapany NameConocoPhillips
April 24, 2024 Page 2
FirstName LastName
William Bullock, Jr
ConocoPhillips
April 24, 2024
Page 2
your results of operations. You do not explain why you believe the requirement for the
discussion and analysis to be "of the financial statements" could accommodate a narrative
that excludes key financial measures that are required to be reported in your financial
statements under generally accepted accounting principles.
With regard to the reasons for material changes in line items, you indicate that you are
using the terms "primarily" or "partially offset by" when describing such reasons and that
the absence of quantification "conveys the concept that no individual item needs to be
quantified to assist the reader in understanding a variance." However, you have not
explained how your concept on need reconciles to the requirement to describe such
reasons in both quantitative and qualitative terms, nor shown how the concept has been
applied in determining whether you would provide quantification.
We continue to believe that substantial revisions will be necessary to address our prior
comments, to include a discussion and analysis of the periodic activity that is reported in
your financial statements for each period, and the total volumes of production underlying
annual sales/revenues. We re-issue prior comments one and two.
Please contact Mark Wojciechowski at 202-551-3759 or Karl Hiller at 202-551-3686 if
you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation