ConocoPhillips Announces Pricing of Cash Tender Offer

HOUSTON–(BUSINESS WIRE)–ConocoPhillips (NYSE: COP) announced today the pricing terms of the
previously announced tender offer (the “Tender Offer”) by 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 (collectively, the “Notes”
and each a “Series” of Notes) identified in the Company’s Offer to
Purchase dated March 14, 2018 (the “Offer to Purchase”). The terms and
conditions of the Tender Offer are described in the Offer to Purchase
and the related Letter of Transmittal dated March 14, 2018 (the “Letter
of Transmittal”).

The total consideration to be paid in the Tender Offer for each Series
of Notes accepted for purchase was determined by reference to a fixed
spread specified for such Series of Notes over the yield (the “Reference
Yield”) based on the bid-side price of the applicable U.S. Treasury
Security, in each case as set forth in the table below (the “Total
Tender Offer Consideration”). The Reference Yields (as determined
pursuant to the Offer to Purchase) listed in the table below were
determined at 2:00 p.m., New York City time, today, March 28, 2018, by
the Dealer Managers (identified below). The Total Tender Offer
Consideration for each Series of Notes includes an early tender premium
of $30 per $1,000 principal amount of Notes accepted for purchase by the
Company.

The following table sets forth pricing information for the Tender Offer:

All payments for Notes tendered on or before 5:00 p.m., New York City
time, on March 27, 2018 (the “Early Tender Deadline”) that are purchased
by the Company 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.

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.

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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 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.

Contacts

ConocoPhillips
Daren Beaudo, (+1) 281-293-2073 (Media)
[email protected]
or
Andy
O’Brien, (+1) 281-293-5000 (Investors)
[email protected]