SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. )*
ConocoPhillips
| (Name of Issuer) |
Common Stock
| (Title of Class of Securities) |
20825C104
| (CUSIP Number) |
December 31, 2008
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
x Rule 13d-1(b)
¨ Rule 13d-1(c)
¨ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes.)
| CUSIP No. | 20825C104 | 13G | Page 2 of 13 Pages |
| 1 | NAME OF REPORTING PERSON
Warren E. Buffett
|
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x
(b) ¨
|
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| 3 | SEC USE ONLY
|
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| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5 SOLE VOTING POWER
NONE
| |
| 6 SHARED VOTING POWER
84,896,273 shares of Common Stock
| ||
| 7 SOLE DISPOSITIVE POWER
NONE
| ||
| 8 SHARED DISPOSITIVE POWER
84,896,273 shares of Common Stock
|
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
84,896,273 shares of Common Stock
|
|||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
Not applicable.
|
|||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.7%
|
|||
| 12 | TYPE OF REPORTING PERSON
IN
|
| CUSIP No. | 20825C104 | 13G | Page 3 of 13 Pages |
| 1 | NAME OF REPORTING PERSON
Berkshire Hathaway Inc.
|
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x
(b) ¨
|
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| 3 | SEC USE ONLY
|
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| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5 SOLE VOTING POWER
NONE
| |
| 6 SHARED VOTING POWER
84,896,273 shares of Common Stock
| ||
| 7 SOLE DISPOSITIVE POWER
NONE
| ||
| 8 SHARED DISPOSITIVE POWER
84,896,273 shares of Common Stock
|
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
84,896,273 shares of Common Stock
|
|||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
Not applicable.
|
|||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.7%
|
|||
| 12 | TYPE OF REPORTING PERSON
HC, CO
|
| CUSIP No. | 20825C104 | 13G | Page 4 of 13 Pages |
| 1 | NAME OF REPORTING PERSON
OBH, Inc.
|
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x
(b) ¨
|
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| 3 | SEC USE ONLY
|
|||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5 SOLE VOTING POWER
NONE
| |
| 6 SHARED VOTING POWER
79,896,273 shares of Common Stock
| ||
| 7 SOLE DISPOSITIVE POWER
NONE
| ||
| 8 SHARED DISPOSITIVE POWER
79,896,273 shares of Common Stock
|
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
79,896,273 shares of Common Stock
|
|||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
Not applicable.
|
|||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.4%
|
|||
| 12 | TYPE OF REPORTING PERSON
HC, CO
|
| CUSIP No. | 20825C104 | 13G | Page 5 of 13 Pages |
| 1 | NAME OF REPORTING PERSON
National Indemnity Company
|
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x
(b) ¨
|
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| 3 | SEC USE ONLY
|
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| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Nebraska
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5 SOLE VOTING POWER
NONE
| |
| 6 SHARED VOTING POWER
77,896,273 shares of Common Stock
| ||
| 7 SOLE DISPOSITIVE POWER
NONE
| ||
| 8 SHARED DISPOSITIVE POWER
77,896,273 shares of Common Stock
|
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
77,896,273 shares of Common Stock
|
|||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
Not applicable.
|
|||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.2%
|
|||
| 12 | TYPE OF REPORTING PERSON
IC, CO
|
| CUSIP No. | 20825C104 | 13G | Page 6 of 13 Pages |
| 1 | NAME OF REPORTING PERSON
National Fire & Marine Insurance Company
|
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x
(b) ¨
|
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| 3 | SEC USE ONLY
|
|||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Nebraska
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5 SOLE VOTING POWER
NONE
| |
| 6 SHARED VOTING POWER
2,000,000 shares of Common Stock
| ||
| 7 SOLE DISPOSITIVE POWER
NONE
| ||
| 8 SHARED DISPOSITIVE POWER
2,000,000 shares of Common Stock
|
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,000,000 shares of Common Stock
|
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| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
Not applicable.
|
|||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1%
|
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| 12 | TYPE OF REPORTING PERSON
IC, CO
|
| CUSIP No. | 20825C104 | 13G | Page 7 of 13 Pages |
| 1 | NAME OF REPORTING PERSON
GEICO Corporation
|
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x
(b) ¨
|
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| 3 | SEC USE ONLY
|
|||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5 SOLE VOTING POWER
NONE
| |
| 6 SHARED VOTING POWER
6,000,000 shares of Common Stock
| ||
| 7 SOLE DISPOSITIVE POWER
NONE
| ||
| 8 SHARED DISPOSITIVE POWER
6,000,000 shares of Common Stock
|
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,000,000 shares of Common Stock
|
|||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
Not applicable.
|
|||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.4%
|
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| 12 | TYPE OF REPORTING PERSON
HC, CO
|
| CUSIP No. | 20825C104 | 13G | Page 8 of 13 Pages |
| 1 | NAME OF REPORTING PERSON
Government Employees Insurance Company
|
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x
(b) ¨
|
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| 3 | SEC USE ONLY
|
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| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Maryland
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5 SOLE VOTING POWER
NONE
| |
| 6 SHARED VOTING POWER
6,000,000 shares of Common Stock
| ||
| 7 SOLE DISPOSITIVE POWER
NONE
| ||
| 8 SHARED DISPOSITIVE POWER
6,000,000 shares of Common Stock
|
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,000,000 shares of Common Stock
|
|||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
Not applicable.
|
|||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.4%
|
|||
| 12 | TYPE OF REPORTING PERSON
IC, CO
|
| CUSIP No. | 20825C104 | 13G | Page 9 of 13 Pages |
| 1 | NAME OF REPORTING PERSON
General Re Corporation
|
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x
(b) ¨
|
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| 3 | SEC USE ONLY
|
|||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5 SOLE VOTING POWER
NONE
| |
| 6 SHARED VOTING POWER
5,000,000 shares of Common Stock
| ||
| 7 SOLE DISPOSITIVE POWER
NONE
| ||
| 8 SHARED DISPOSITIVE POWER
5,000,000 shares of Common Stock
|
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,000,000 shares of Common Stock
|
|||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
Not applicable.
|
|||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.3%
|
|||
| 12 | TYPE OF REPORTING PERSON
HC, CO
|
| CUSIP No. | 20825C104 | 13G | Page 10 of 13 Pages |
| 1 | NAME OF REPORTING PERSON
General Reinsurance Corporation
|
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x
(b) ¨
|
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| 3 | SEC USE ONLY
|
|||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5 SOLE VOTING POWER
NONE
| |
| 6 SHARED VOTING POWER
5,000,000 shares of Common Stock
| ||
| 7 SOLE DISPOSITIVE POWER
NONE
| ||
| 8 SHARED DISPOSITIVE POWER
5,000,000 shares of Common Stock
|
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,000,000 shares of Common Stock
|
|||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
Not applicable.
|
|||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.3%
|
|||
| 12 | TYPE OF REPORTING PERSON
IC, CO
|
Page 11 of 13 Pages
SCHEDULE 13G
Item 1.
| (a) | Name of Issuer |
ConocoPhillips
| (b) | Address of Issuer’s Principal Executive Offices |
600 North Dairy Ashford
Houston, TX 77079
Item 2(a). Name of Person Filing:
Item 2(b). Address of Principal Business Office:
Item 2(c). Citizenship:
Warren E. Buffett
1440 Kiewit Plaza
Omaha, Nebraska 68131
United States Citizen
Berkshire Hathaway Inc.
1440 Kiewit Plaza
Omaha, Nebraska 68131
Delaware corporation
OBH, Inc.
1440 Kiewit Plaza
Omaha, Nebraska 68131
Delaware corporation
National Indemnity Company
3024 Harney Street
Omaha, Nebraska 68131
Nebraska corporation
National Fire & Marine Insurance Company
3024 Harney Street
Omaha, Nebraska 68131
Nebraska corporation
GEICO Corporation
One GEICO Plaza
Washington, DC 20076
Delaware Corporation
Government Employees Insurance Company
One GEICO Plaza
Washington, DC 20076
Maryland Corporation
General Re Corporation
695 East Main Street
Stamford, CT 06904
Delaware Corporation
General Reinsurance Corporation
695 East Main Street
Stamford, CT 06904
Delaware Corporation
Page 12 of 13 Pages
| (d) | Title of Class of Securities |
Common Stock
| (e) | CUSIP Number |
20825C104
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
Warren E. Buffett (an individual who may be deemed to control Berkshire Hathaway Inc.), Berkshire Hathaway Inc., OBH, Inc, GEICO Corporation and General Re Corporation are each a Parent Holding Company or Control Person, in accordance with Rule 13d-1(b)(1)(ii)(G).
National Indemnity Company, National Fire & Marine Insurance Company, Government Employees Insurance Company and General Reinsurance Corporation are each an Insurance Company as defined in section 3(a)(19) of the Act.
The Reporting Persons together are a group in accordance with Rule 13d-1(b)(i)(ii)(K).
Item 4. Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) | Amount beneficially Owned |
See the Cover Pages for each of the Reporting Persons.
| (b) | Percent of Class |
See the Cover Pages for each of the Reporting Persons.
| (c) | Number of shares as to which such person has: |
| (i) | sole power to vote or to direct the vote |
| (ii) | shared power to vote or to direct the vote |
| (iii) | sole power to dispose or to direct the disposition of |
| (iv) | shared power to dispose or to direct the disposition of |
See the Cover Pages for each of the Reporting Persons.
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
See Exhibit A.
Item 8. Identification and Classification of Members of the Group.
Not Applicable.
Item 9. Notice of Dissolution of Group.
Not Applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
Page 13 of 13 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated this 17th day of February, 2009
| /s/ Warren E. Buffett |
| Warren E. Buffett |
| BERKSHIRE HATHAWAY INC., and | ||
| OBH, INC. | ||
| By: | /s/ Warren E. Buffett | |
| Warren E. Buffett | ||
| Chairman of the Board of each of the above-named | ||
| corporations | ||
| NATIONAL INDEMNITY COMPANY, NATIONAL FIRE AND MARINE INSURANCE COMPANY, GEICO CORPORATION, GOVERNMENT EMPLOYEES INSURANCE COMPANY, GENERAL RE CORPORATION, GENERAL REINSURANCE CORPORATION | ||
| By: | /s/ Warren E. Buffett | |
| Warren E. Buffett | ||
| Attorney-in-Fact | ||
SCHEDULE 13G
EXHIBIT A
RELEVANT SUBSIDIARIES AND MEMBERS OF FILING GROUP
PARENT HOLDING COMPANIES OR CONTROL PERSONS:
Warren E. Buffett (an individual who may be deemed to control Berkshire Hathaway Inc.)
Berkshire Hathaway Inc.
OBH, Inc.
GEICO Corporation
General Re Corporation
INSURANCE COMPANIES AS DEFINED IN SECTION 3(a)(19) OF THE ACT:
National Indemnity Company
National Fire & Marine Insurance Company
Government Employees Insurance Company
General Reinsurance Corporation
Note: No Common Stock of ConocoPhillips is held directly by Berkshire Hathaway Inc. Other than the indirect holdings of Berkshire Hathaway Inc., no Common Stock of ConocoPhillips is held directly or indirectly by Warren E. Buffett, an individual who may be deemed to control Berkshire Hathaway Inc.
SCHEDULE 13G
EXHIBIT B
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)
The undersigned persons hereby agree that reports on Schedule 13G, and amendments thereto, with respect to the Common Stock of ConocoPhillips may be filed in a single statement on behalf of each of such persons, and further, each of such persons designates Warren E. Buffett as its agent and Attorney-in-Fact for the purpose of executing any and all Schedule 13G filings required to be made by it with the Securities and Exchange Commission.
| Dated: February 17, 2009 | /s/ Warren E. Buffett Warren E. Buffett | |
| Berkshire Hathaway Inc. | ||
| Dated: February 17, 2009 | /s/ Warren E. Buffett By: Warren E. Buffett Title: Chairman of the Board | |
| OBH, Inc. | ||
| Dated: February 17, 2009 | /s/ Warren E. Buffett By: Warren E. Buffett Title: Chairman of the Board | |
| National Indemnity Company | ||
| Dated: February 17, 2009 | /s/ Marc D. Hamburg By: Marc D. Hamburg Title: Chairman of the Board | |
| National Fire & Marine Insurance Company | ||
| Dated: February 17, 2009 | /s/ Marc D. Hamburg By: Marc D. Hamburg Title: Chairman of the Board | |
| GEICO Corporation | ||
| Dated: February 17, 2009 | /s/ Michael H. Campbell By: Michael H. Campbell Title: Vice President | |
| Government Employees Insurance Company | ||
| Dated: February 17, 2009 | /s/ Michael H. Campbell By: Michael H. Campbell Title: Vice President | |
| General Re Corporation | ||
| Dated: February 17, 2009 | /s/ William Gasdaska By: William Gasdaska Title: Vice President | |
| General Reinsurance Corporation | ||
| Dated: February 17, 2009 | /s/ William Gasdaska By: William Gasdaska Title: Vice President | |