ConocoPhillips Announces Early Results of Cash Tender Offer

March 28, 2018

HOUSTON–(BUSINESS WIRE)–ConocoPhillips (NYSE: COP) announced today the early results of the
previously announced tender offer (the “Tender Offer”) of ConocoPhillips
and its wholly-owned subsidiary, ConocoPhillips Company (“CPCo” and,
together with ConocoPhillips, the “Company”), to purchase up to $400
million in aggregate principal amount (the “Maximum Tender Offer
Amount”) of the outstanding debt securities identified in the table
below (collectively, the “Notes” and each a “Series” of Notes).

As of 5:00 p.m., New York City time, on March 27, 2018 (the “Early
Tender Deadline”), approximately $2.1 billion aggregate principal amount
of Notes were validly tendered and not validly withdrawn. The table
below identifies the principal amount of each Series of Notes validly
tendered and not validly withdrawn and the principal amount the Company
has accepted for purchase:

Acceptance Priority Level	Title of Security	Purchaser	Original Issuer (1)	CUSIP/ISIN	Principal Amount Outstanding Prior to the Tender Offer	Principal Amount Tendered (2)	Principal Amount Accepted for Purchase	Final Proration Factor (3)	Principal Amount Outstanding After the Tender
1	9.125% Senior Notes due 2021	CPCo	BRI	122014AE3 / US122014AE34	$150,000,000	$27,040,000	$27,040,000	100%	$122,960,000
2	8.200% Senior Notes due 2025	CPCo	BRI	122014AH6 / US122014AH64	$150,000,000	$16,021,000	$16,021,000	100%	$133,979,000
3	8.125% Senior Notes due 2030	CPCo	TOSCO	891490AT1 / US891490AT14	$600,000,000	$210,420,000	$210,420,000	100%	$389,580,000
4	7.900% Senior Notes due 2047	CPCo	TOSCO	891490AS3 / US891490AS31	$100,000,000	$40,100,000	$40,100,000	100%	$59,900,000
5	7.800% Senior Notes due 2027	CPCo	TOSCO	891490AR5 / US891490AR57	$300,000,000	$96,732,000	$96,732,000	100%	$203,268,000
6	7.650% Senior Notes due 2023	CPCo	LLEC	546268AG8 / US546268AG84	$87,920,000	$21,329,000	$9,687,000	45.4%	$78,233,000
7	7.375% Senior Notes due 2029	CPCo	BRI	122014AL7 / US122014AL76	$92,184,000	$10,105,000	$0	0%	$92,184,000
8	7.250% Senior Notes due 2031	CPCo	CFC	20825UAC8 / US20825UAC80	$500,000,000	$148,304,000	$0	0%	$500,000,000
9	7.000% Senior Notes due 2029	CPCo	PPC	718507BK1 / US718507BK18	$200,000,000	$76,882,000	$0	0%	$200,000,000
10	6.950% Senior Notes due 2029	CPCo	CINC	208251AE8 / US208251AE82	$1,549,114,000	$535,683,000	$0	0%	$1,549,114,000
11	6.875% Senior Notes due 2026	CPCo	BRI	122014AJ2 / US122014AJ21	$67,315,000	$28,774,000	$0	0%	$67,315,000
12	6.500% Senior Notes due 2039	COP	COP	20825CAQ7 / US20825CAQ78	$2,750,000,000	$886,010,000	$0	0%	$2,750,000,000

(1)	Any series of Notes designated with “BRI” was originally issued by Burlington Resources Inc. Any Series of Notes designated with “TOSCO” was originally issued by Tosco Corporation. Any Series of Notes designated with “LLEC” was originally issued by The Louisiana Land and Exploration Company. Any Series of Notes designated with “CFC” was originally issued by Conoco Funding Company. Any Series of Notes designated with “PPC” was originally issued by Phillips Petroleum Company. Any Series of Notes designated with “CINC” was originally issued by Conoco Inc. Any Series of Notes designated with “COP” was issued by ConocoPhillips.
(2)	As of the Early Tender Deadline.
(3)	The final proration factor has been rounded to the nearest tenth of a percentage point for presentation purposes.

The amount of each Series of Notes accepted for purchase was determined
pursuant to the terms and conditions of the Tender Offer as set forth in
the Offer to Purchase dated March 14, 2018 (the “Offer to Purchase”) and
the related Letter of Transmittal dated March 14, 2018 (the “Letter of
Transmittal”).

Notes not accepted for purchase will be promptly credited to the account
of the registered holder of such Notes with The Depository Trust
Company, as applicable, and otherwise returned in accordance with the
Offer to Purchase and the Letter of Transmittal.

Holders of Notes validly tendered and not validly withdrawn on or before
the Early Tender Deadline and accepted for purchase will be eligible to
receive the applicable Total Tender Offer Consideration (as defined in
the Offer to Purchase), which includes an early tender premium of $30
per $1,000 principal amount of Notes. The applicable Total Tender Offer
Consideration will be determined by reference to a fixed spread
specified for such Series of Notes over the yield based on the bid-side
price of the applicable U.S. Treasury Security, as described in the
Offer to Purchase. The Total Tender Offer Consideration will be
calculated by the Dealer Managers (identified below) for the Tender
Offer at 2:00 p.m., New York City time, today, March 28, 2018. All
payments for Notes purchased in connection with the Early Tender
Deadline will also include accrued and unpaid interest on the principal
amount of Notes tendered and accepted for purchase from the last
interest payment date applicable to the relevant Series of Notes up to,
but not including, the early settlement date, which is currently
expected to be March 29, 2018. In accordance with the terms of the
Tender Offer, the withdrawal deadline was 5:00 p.m., New York City time,
on March 27, 2018. As a result, tendered Notes may no longer be
withdrawn, except in certain limited circumstances where additional
withdrawal rights are required by law (as determined by the Company).

Although the Tender Offer is scheduled to expire one minute after 11:59
p.m., New York City time, on April 10, 2018, because holders of Notes
subject to the Tender Offer validly tendered and did not validly
withdraw Notes on or before the Early Tender Deadline in an amount that
exceeds the Maximum Tender Offer Amount, the Company does not expect to
accept for purchase any tenders of Notes after the Early Tender Deadline.

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 [email protected].
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.
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.

— # # # —

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 news 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.