ConocoPhillips Announces Cash Tender Offer For up to $400 Million of Debt Securities

HOUSTON–(BUSINESS WIRE)–ConocoPhillips (NYSE: COP) announced today that ConocoPhillips and its
wholly-owned subsidiary, ConocoPhillips Company (“CPCo”) have commenced
a cash tender offer (the “Tender Offer”) to purchase up to $400 million
in aggregate principal amount (the “Maximum Tender Offer Amount”) of
outstanding notes listed in the table below (collectively, the “Notes”
and each a “Series” of Notes), in the order of priority shown in the
table below.

The terms and conditions of the Tender Offer are described in an Offer
to Purchase dated March 14, 2018 (as it may be amended or supplemented,
the “Offer to Purchase”). The Tender Offer is subject to the
satisfaction of certain conditions as set forth in the Offer to
Purchase. Subject to applicable law, the purchasers may waive any and
all of these conditions or extend, terminate or withdraw the Tender
Offer with respect to one or more Series of Notes and/or increase or
decrease the Maximum Tender Offer Amount. The Tender Offer is not
conditioned upon any minimum amount of Notes being tendered. Capitalized
terms used in this news release and not defined herein have the meanings
given to them in the Offer to Purchase.

The amounts of each Series of Notes that are purchased in the Tender
Offer will be determined in accordance with the priorities identified in
the column “Acceptance Priority Level” in the table above. The Tender
Offer will expire one minute after 11:59 p.m., New York City time, on
April 10, 2018, unless extended (such date and time, as the same may be
extended, the “Expiration Date”) or earlier terminated. In order to
receive the applicable Total Tender Offer Consideration, holders of
Notes subject to the Tender Offer must validly tender and not validly
withdraw their Notes before the Early Tender Deadline, which is 5:00
p.m., New York City time, on March 27, 2018, unless extended. Holders of
Notes subject to the Tender Offer who validly tender their Notes after
the Early Tender Deadline and before the Expiration Date and whose Notes
are accepted for purchase will receive the applicable Late Tender Offer
Consideration.

The applicable Total Tender Offer Consideration for each $1,000 in
principal amount of Notes tendered and not withdrawn before the Early
Tender Deadline and accepted for payment pursuant to the Tender Offer or
the Early Settlement Date (as defined below) will be determined in the
manner described in the Offer to Purchase. The consideration will be
determined by reference to a fixed spread specified for each Series of
Notes over the yield based on the bid-side price of the applicable
Reference U.S. Treasury Security specified in the table above, as fully
described in the Offer to Purchase. The consideration will be calculated
by the Dealer Managers for the Tender Offer at 2:00 p.m., New York City
time, on the business day immediately following the Early Tender
Deadline, unless extended (such date and time, as the same may be
extended, the “Price Determination Date”). The Price Determination Date
is expected to be March 28, 2018. The applicable Early Tender Premium
for each Series of Notes as set forth in the table above. The Late
Tender Offer Consideration for the Notes purchased pursuant to the
Tender Offer will be calculated by taking the Total Tender Offer
Consideration for the applicable Series of Notes and subtracting from it
the Early Tender Premium of $30 per $1,000 principal amount of Notes.

In addition to the applicable Total Tender Offer Consideration or
applicable Late Tender Offer Consideration, as the case may be, accrued
and unpaid interest up to, but not including, the applicable Settlement
Date will be paid in cash on all validly tendered Notes accepted for
purchase in the Tender Offer. The purchase price plus accrued and unpaid
interest for Notes that are validly tendered and not validly withdrawn
on or before the Early Tender Deadline and accepted for purchase will be
paid by the Company in same day funds promptly following the Early
Tender Deadline (the “Early Settlement Date”). The Company expects that
the Early Settlement Date will be March 29, 2018, the first business day
after the Price Determination Date. The purchase price plus accrued and
unpaid interest for Notes that are validly tendered after the Early
Tender Deadline and on or before the Expiration Date and accepted for
purchase will be paid by the Company in same day funds promptly
following the Expiration Date (the “Final Settlement Date”). The Company
expects that the Final Settlement Date will be April 11, 2018, the first
business day after the Expiration Date, assuming the Maximum Tender
Offer Amount is not purchased on the Early Settlement Date. No tenders
will be valid if submitted after the Expiration Date. If Notes are
validly tendered and not validly withdrawn in an aggregate principal
amount greater than the Maximum Tender Offer Amount as of the Early
Tender Deadline, Holders who validly tender Notes after the Early Tender
Deadline but on or before the Expiration Date will not have any of their
Notes accepted for purchase. Holders of Notes subject to the Tender
Offer who validly tender their Notes on or before the Early Tender
Deadline may not withdraw their Notes after 5:00 p.m., New York City
time, on March 27, 2018, unless extended (such date and time, as the
same may be extended, the “Withdrawal Deadline”), except in the limited
circumstances described in the Offer to Purchase. Holders of Notes
subject to the Tender Offer who validly tender their Notes after the
Withdrawal Deadline but on or before the Expiration Date may not
withdraw their Notes except in the limited circumstances described in
the Offer to Purchase.

Subject to the Maximum Tender Offer Amount, all Notes validly tendered
and not validly withdrawn at or before the Early Tender Deadline having
a higher Acceptance Priority Level will be accepted before any validly
tendered and not validly withdrawn Notes having a lower Acceptance
Priority Level, and all Notes validly tendered after the Early Tender
Deadline having a higher Acceptance Priority Level will be accepted
before any Notes tendered after the Early Tender Deadline having a lower
Acceptance Priority Level. However, if Notes are validly tendered and
not validly withdrawn in an amount less than the Maximum Tender Offer
Amount as of the Early Tender Deadline, Notes validly tendered and not
validly withdrawn at or before the Early Tender Deadline will be
accepted for purchase in priority to Notes tendered after the Early
Tender Deadline even if such Notes tendered after the Early Tender Date
have a higher Acceptance Priority Level than Notes validly tendered and
not validly withdrawn at or before the Early Tender Deadline. Notes of
the Series in the last Acceptance Priority Level accepted for purchase
in accordance with the terms and conditions of the Tender Offer may be
subject to proration so that the Company will only accept for purchase
Notes with an aggregate principal amount of up to the Maximum Tender
Offer Amount.

Subject to applicable law, the Tender Offer may be amended, extended,
terminated or withdrawn with respect to one or more Series of Notes at
any time. If the Tender Offer is terminated with respect to any Series
of Notes without Notes of such Series being accepted for purchase, Notes
of such Series tendered pursuant to the Tender Offer will promptly be
returned to the tendering Holders. Notes tendered pursuant to the Tender
Offer and not purchased due to the priority acceptance procedures or due
to proration will be returned to the tendering Holders promptly
following the Expiration Time or, if the Tender Offer is fully
subscribed as of the Early Tender Deadline, promptly following the Early
Tender Deadline. The purchasers’ obligation to accept for purchase, and
to pay for, validly tendered and not validly withdrawn Notes, and
accepted for purchase pursuant to the Tender Offer, is subject to, and
conditioned upon, satisfaction or, where applicable, waiver of the
conditions to the Tender Offer described in the Offer to Purchase.

Citigroup Global Markets Inc. and MUFG Securities Americas Inc. are the
Dealer Managers for the Tender Offer. Barclays Capital Inc., Credit
Agricole Securities (USA) Inc., Credit Suisse Securities (USA) LLC,
Deutsche Bank Securities Inc., HSBC Securities (USA) Inc., and Wells
Fargo Securities, LLC are the Co-Dealer Managers for the Tender Offer.
Global Bondholder Services Corporation is the Tender Agent and
Information Agent. Persons with questions regarding the Tender Offer
should contact Citigroup Global Markets Inc. at (toll-free) (+1) (800)
558-3745 and MUFG Securities Americas Inc. at (toll-free) (+1) (877)
744-4532. Requests for copies of the Offer to Purchase, Letter of
Transmittal and related materials should be directed to Global
Bondholder Services Corporation at (+1) (212) 430-3774, (toll-free) (+1)
(866) 924-2200 or contact@gbsc-usa.com.
Questions regarding the tendering of Notes may be directed to Global
Bondholder Services Corporation at (toll-free) (+1) (866) 924-2200.

This news release is neither an offer to purchase nor a solicitation of
an offer to sell the Notes. The Tender Offer is made only by the Offer
to Purchase and the information in this news release is qualified by
reference to the Offer to Purchase and related Letter of Transmittal
dated March 14, 2018. None of ConocoPhillips or its affiliates, their
respective boards of directors, the Dealer Managers, the Co-Dealer
Managers, the Tender Agent and Information Agent or the trustees with
respect to any Notes is making any recommendation as to whether holders
should tender any Notes in response to the Tender Offer, and neither
ConocoPhillips nor any such other person has authorized any person to
make any such recommendation. Holders must make their own decision as to
whether to tender any of their Notes, and, if so, the principal amount
of Notes to tender.

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About ConocoPhillips

ConocoPhillips is the world’s largest independent E&P company based on
production and proved reserves. Headquartered in Houston, Texas,
ConocoPhillips had operations and activities in 17 countries, $73
billion of total assets, and approximately 11,400 employees as of Dec.
31, 2017. Production excluding Libya averaged 1,356 thousand barrels of
oil equivalent per day in 2017, and proved reserves were 5.0 billion
barrels of oil equivalent as of Dec. 31, 2017. For more information, go
to www.conocophillips.com.

FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements.
Forward-looking statements relate to future events and anticipated
results of operations, business strategies, and other aspects of our
operations or operating results. In many cases you can identify
forward-looking statements by terminology such as "anticipate,"
"estimate," "believe," "continue," "could," "intend," "may," "plan,"
"potential," "predict," "should," "will," "expect," "objective,"
"projection," "forecast," "goal," "guidance," "outlook," "effort,"
"target" and other similar words. However, the absence of these words
does not mean that the statements are not forward-looking. Where, in any
forward-looking statement, ConocoPhillips expresses an expectation or
belief as to future results, such expectation or belief is expressed in
good faith and believed to have a reasonable basis. However, there can
be no assurance that such expectation or belief will result or be
achieved. The actual results of operations can and will be affected by a
variety of risks and other matters including, but not limited to changes
in commodity prices; changes in expected levels of oil and gas reserves
or production; operating hazards, drilling risks, unsuccessful
exploratory activities; difficulties in developing new products and
manufacturing processes; unexpected cost increases or technical
difficulties in constructing, maintaining, or modifying company
facilities; international monetary conditions and exchange rate
fluctuations; our ability to complete the Tender Offer; our ability to
complete the sale of our announced dispositions on the timeline
currently anticipated, if at all; potential liability for remedial
actions under existing or future environmental regulations; potential
liability resulting from pending or future litigation; limited access to
capital or significantly higher cost of capital related to illiquidity
or uncertainty in the domestic or international financial markets; and
general domestic and international economic and political conditions; as
well as changes in tax, environmental and other laws applicable to our
business. Other factors that could cause actual results to differ
materially from those described in the forward-looking statements
include other economic, business, competitive and/or regulatory factors
affecting our business generally as set forth in our filings with the
Securities and Exchange Commission. Unless legally required,
ConocoPhillips undertakes no obligation to update publicly any
forward-looking statements, whether as a result of new information,
future events or otherwise.

Contacts

ConocoPhillips
Daren Beaudo,
(+1) 281-293-2073 (media)
daren.beaudo@conocophillips.com
or
Andy
O’Brien, (+1) 281-293-5000 (Investors)
andy.m.obrien@conocophillips.com