ConocoPhillips · 8-K exhibit

925 North Eldridge Parkway

www.conocophillips.com/media

NEWS RELEASE

ConocoPhillips announces pricing terms of cash tender

offers for debt securities

HOUSTON –ConocoPhillips (NYSE: COP) (“COP”)

announced today the pricing terms of its previously announced cash tender offers (the “Offers” or collectively, the “Tender Offer”) of its wholly-owned subsidiary, ConocoPhillips Company (“CPCo”) to purchase: (1)

any and all of Marathon Oil Corporation’s (“Marathon”) debt securities listed in the first table below (collectively,

the “Any and All Notes”), and (2) (A) for Holders who validly tendered their Maximum Offer Notes (as defined below)

as of the Early Tender Deadline (as defined below), a combined aggregate purchase price of up to approximately $4.04 billion (an amount

sufficient to accept for purchase all Maximum Offer Notes with Acceptance Priority Levels 1-7, as set forth in the second table below)

(as it may be increased or decreased by CPCo in accordance with applicable law and the Offer to Purchase dated Nov. 25, 2024 (the "Offer

to Purchase"), the “Maximum Offer Reference Amount”) less the aggregate purchase price of the Any and All

Notes validly tendered and accepted for purchase through the Early Tender Deadline (excluding accrued and unpaid interest and excluding

fees and expenses related to the Offers) (the “Early Tender Maximum Offer Amount”) of the debt securities listed in

the second table below (collectively, the “Maximum Offer Notes” and together with the Any and All Notes, the “Notes”),

subject to the priorities set forth in the second table below (the “Acceptance Priority Levels”) and proration, and

(B) for Holders who validly tender their Maximum Offer Notes following the Early Tender Deadline but on or prior to the Expiration Date

(as defined below), a combined aggregate purchase price of up to the Maximum Offer Reference Amount less (x) the aggregate purchase price

of the Any and All Notes validly tendered and accepted for purchase through the Early Tender Deadline (excluding accrued and unpaid interest

and excluding fees and expenses related to the Offers), (y) the aggregate purchase price of Maximum Offer Notes validly tendered and accepted

for purchase through the Early Tender Deadline (excluding accrued and unpaid interest and excluding fees and expenses related to the Offers)

and (z) the aggregate purchase price of the Any and All Notes validly tendered and accepted for purchase after the Early Tender Deadline

through the Expiration Date (excluding accrued and unpaid interest and excluding fees and expenses related to the Offers) (the “Late

Tender Maximum Offer Amount”) of Maximum Offer Notes, subject to the Acceptance Priority Levels and proration, provided that

if the deduction of (x), (y) and (z) results in a negative number, the Late Tender Maximum Offer Amount will be $0. If the Late Tender

Maximum Offer Amount is $0, no additional Maximum Offer Notes will be accepted for purchase after the Early Tender Deadline. The Offers

are open to all registered holders of the applicable Notes (collectively, the “Holders”).

The applicable Total Tender Offer Consideration (set forth in the tables

below) for each series of Notes validly tendered and accepted for purchase pursuant to the Offers was determined by reference to the applicable

fixed spread specified for the applicable series in the tables below and in the Offer to Purchase over the yield to maturity based on

the bid side price of the applicable Reference U.S. Treasury Security specified in the tables below and in the Offer to Purchase. The

Total Tender Offer Consideration for the Notes was determined at 10:00 a.m., New York City time, on Dec. 10, in the manner described

in the Offer to Purchase, by the Dealer Managers (as defined below).

The following tables set forth certain information regarding the Notes

that are expected to be accepted for purchase and the Offers:

Any and All of the Outstanding Securities Listed Below (collectively,

the “Any and All Notes”):

Title of Security

CUSIP / ISIN

Issuer

Aggregate Principal

Amount

Outstanding

Prior to the Offers

Reference U.S. Treasury

Security(2)

Reference

Yield

Fixed Spread

(basis points)(2)(3)

Total Tender Offer

Consideration(3)(4)

Principal Amount

Tendered by the Early

Tender Deadline and

Expected to be

Accepted for Purchase

Marathon

$

%

$

$

Marathon

$

%

$

$

Marathon

$

%

$

$

Marathon

$

%

$

$

Marathon

$

%

$

$

Marathon

$

%

$

$

Up to the Maximum Offer Reference Amount of the Outstanding Securities

Listed Below (collectively, the “Maximum Offer Notes”) less the Aggregate Purchase Price of the Any and All

Notes Validly Tendered and Accepted for Purchase in the Priority Listed Below:

Title of

Security

CUSIP / ISIN

Issuer

Aggregate

Principal

Amount

Outstanding

Prior to the

Offers

Acceptance

Priority

Level(1)

Reference U.S.

Treasury

Security(2)

Reference

Yield

Fixed

Spread

(basis

Total Tender Offer

Consideration(3)(4)

Principal

Amount

Tendered

Principal

Amount

Expected to be

Accepted for

Purchase

CPCo

$

1

%

$

$

$

CPCo

$

2

%

$

$

$

Burlington Resources LLC

$

3

%

$

$

$

CPCo

$

4

%

$

$

$

CPCo

$

5

%

$

$

$

Burlington Resources LLC

$

6

%

$

$

$

Burlington Resources Oil & Gas Company L.P.

$

7

%

$

$

$

Burlington Resources LLC

$

8

—

—

$

$

0

ConocoPhillips

$

9

—

—

$

$

0

Burlington Resources LLC

$

—

—

$

$

0

ConocoPhillips

$

—

—

$

$

0

CPCo

$

—

—

$

$

0

ConocoPhillips

$

—

—

$

$

0

(1)

Subject to the Early Tender Maximum Offer Amount and the Late Tender Maximum Offer Amount, as applicable, and proration, the principal amount of each series of Maximum Offer Notes that are purchased in the Maximum Notes Offer will be determined in accordance with the applicable “Acceptance Priority Level” (in numerical priority order with 1 being the highest Acceptance Priority Level and 13 being the lowest) specified in the applicable column.

(2)

Each applicable Reference U.S. Treasury Security was quoted from the Bloomberg Reference Page, FIT1. The Bloomberg Reference Page is provided for convenience only.

(3)

Includes the Early Tender Premium (as defined below)

(4)

Per $1,000 principal amount of Notes validly tendered on or prior to the Expiration Date (as defined below) and accepted for purchase.

Holders of Notes validly tendered and not validly withdrawn on or prior to 5:00 p.m., New York City time, on Dec. 9, 2024 (the “Early

Tender Deadline”), and accepted for purchase will receive the applicable Total Tender Offer Consideration set forth in the tables

above, which includes an early tender premium of $50.00 per $1,000 principal amount of Notes accepted for purchase. In addition to the

applicable Total Tender Offer Consideration, Holders of Notes validly tendered and not validly withdrawn on or prior to the Early Tender

Deadline and accepted for purchase will also receive accrued and unpaid interest rounded to the nearest cent on such $1,000 principal

amount of Notes from the last applicable interest payment date up to, but not including, the Early Settlement Date.

Because T1the aggregate purchase price of Maximum Offer Notes validly

tendered and not validly withdrawn on or prior to the Early Tender Deadline is expected to exceed the Early Tender Maximum Offer Amount,

CPCo expects to accept all validly tendered 7.800% Debentures due 2027, 7.000% Debentures due 2029, 7.375% Senior Notes due 2029, 6.950%

Senior Notes due 2029, 8.125% Senior Notes due 2030, 7.400% Senior Notes due 2031 and 7.250% Senior Notes due 2031, and none of the validly

tendered 7.200% Senior Notes due 2031, 5.900% Senior Notes due 2032, 5.950% Senior Notes due 2036, 5.900% Senior Notes due 2038, 5.950%

Senior Notes due 2046, and 6.500% Senior Notes due 2039. Although the Maximum Offer is scheduled to expire at 5:00 p.m., New York City

time, on Dec. 24, 2024 (such date and time, as may be extended or earlier terminated by CPCo), because the Maximum Offer has been fully

subscribed as of the Early Tender Deadline, CPCo does not expect to accept for purchase any Maximum Offer Notes tendered after the Early

Tender Deadline. Maximum Offer Notes tendered and not accepted for purchase will be promptly returned to the tender Holders as described

in the Offer to Purchase.

The settlement date for Notes validly tendered and not validly withdrawn

on or prior to the Early Tender Deadline and accepted for purchase is expected to be Dec. 12, 2024, the third business day after

the Early Tender Deadline (the “Early Settlement Date”).

CPCo’s obligation to accept for purchase, and to pay for, the

Notes validly tendered and not validly withdrawn in the Offers is subject to the satisfaction or waiver of the conditions as described

in the Offer to Purchase. CPCo reserves the absolute right, subject to applicable law, to: (i) waive any and all conditions applicable

to any of the Offers; (ii) extend or terminate any of the Offers; (iii) increase or decrease the Maximum Offer Reference Amount

for purposes of determining the Early Tender Maximum Offer Amount or the Late Tender Maximum Offer Amount, in either case, without extending

the Early Tender Deadline or the Withdrawal Deadline; or (iv) otherwise amend any of the Offers in any respect.

TD Securities (USA) LLC, HSBC Securities (USA) Inc., J.P. Morgan Securities

LLC and Wells Fargo Securities, LLC are the Lead Dealer Managers (the “Dealer Managers”) and Solicitation Agents for

the Tender Offer. Global Bondholder Services Corporation is the Tender Agent and Information Agent. Persons with questions regarding the

Tender Offer should contact TD Securities (USA) LLC (toll-free) at (866) 584-2096, HSBC Securities (USA) Inc. (toll-free) at (888) HSBC-4LM,

J.P. Morgan Securities LLC (toll-free) at (866) 834-4666 or (collect) at (212) 834-4818, and Wells Fargo Securities (toll-free) at (866)

309-6316 or (collect) at (704) 410-4235. Requests for copies of the Offer to Purchase, the related Letter of Transmittal and related materials

should be directed to Global Bondholder Services Corporation at (+1) (212) 430-3774, (toll-free) (855) 654-2015 or contact@gbsc-usa.com.

Questions regarding the tendering of Notes may be directed to Global Bondholder Services Corporation (toll-free) at (855) 654-2015.

This news release is neither an offer to purchase nor a solicitation

of an offer to sell the Notes. The Offers and Consent Solicitations are 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 Nov. 25, 2024. None of ConocoPhillips

or its affiliates, their respective boards of directors, the Dealer Managers, the Solicitation Agents, 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 Offers, 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 one of the world’s leading exploration and

production companies based on both production and reserves, with a globally diversified asset portfolio. Headquartered in Houston, Texas,

ConocoPhillips had operations and activities in 13 countries, $97 billion of total assets, and approximately 10,300 employees at Sept.

30, 2024. Production averaged 1,921 MBOED for the nine months ended Sept. 30, 2024, and proved reserves were 6.8 BBOE as of Dec. 31,

For more information, go to www.conocophillips.com.

Contacts

Dennis Nuss (media)

dennis.nuss@conocophillips.com

Investor Relations

investor.relations@conocophillips.com

CAUTIONARY STATEMENT FOR THE PURPOSES OF THE "SAFE HARBOR"

PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This news release contains forward-looking statements as defined

under the federal securities laws. Forward-looking statements relate to future events, plans and anticipated results of operations, business

strategies, and other aspects of our operations or operating results. Words and phrases such as “ambition,” “anticipate,” “believe,” “budget,” “continue,” “could,” “effort,” “estimate,” “expect,” “forecast,” “goal,” “guidance,” “intend,” “may,” “objective,” “outlook,” “plan,” “potential,” “predict,” “projection,” “seek,” “should,” “target,” “will,” “would,” and other similar words can be used to identify forward-looking

statements. However, the absence of these words does not mean that the statements are not forward-looking. Where, in any forward-looking

statement, the company expresses an expectation or belief as to future results, such expectation or belief is expressed in good faith

and believed to be reasonable at the time such forward-looking statement is made. However, these statements are not guarantees of future

performance and involve certain risks, uncertainties and other factors beyond our control. Therefore, actual outcomes and results may

differ materially from what is expressed or forecast in the forward-looking statements. Factors that could cause actual results or events

to differ materially from what is presented include T2changes in commodity prices, including a prolonged decline in these prices relative

to historical or future expected levels; T3global and regional changes in the demand, supply, prices, differentials or other market conditions

affecting oil and gas, including changes resulting from any ongoing military conflict, including the conflicts in Ukraine and the Middle

East, and the global response to such conflict, security threats on facilities and infrastructure, or from a public health crisis or from

the imposition or lifting of crude oil production quotas or other actions that might be imposed by OPEC and other producing countries

and the resulting company or third-party actions in response to such changes; insufficient liquidity or other factors, such as those listed

herein, that could impact our ability to repurchase shares and declare and pay dividends such that we suspend our share repurchase program

and reduce, suspend, or totally eliminate dividend payments in the future, whether variable or fixed; changes in expected levels of oil

and gas reserves or production; potential failures or delays in achieving expected reserve or production levels from existing and future

oil and gas developments, including due to operating hazards, drilling risks or unsuccessful exploratory activities; unexpected cost increases,

inflationary pressures or technical difficulties in constructing, maintaining or modifying company facilities; legislative and regulatory

initiatives addressing global climate change or other environmental concerns; public health crises, including pandemics (such as COVID-19)

and epidemics and any impacts or related company or government policies or actions; investment in and development of competing or alternative

energy sources; potential failures or delays in delivering on our current or future low-carbon strategy, including our inability to develop

new technologies; disruptions or interruptions impacting the transportation for our oil and gas production; international monetary conditions

and exchange rate fluctuations; changes in international trade relationships or governmental policies, including the imposition of price

caps, or the imposition of trade restrictions or tariffs on any materials or products (such as aluminum and steel) used in the operation

of our business, including any sanctions imposed as a result of any ongoing military conflict, including the conflicts in Ukraine and

the Middle East; our ability to collect payments when due, including our ability to collect payments from the government of Venezuela

or PDVSA; our ability to complete any announced or any future dispositions or acquisitions on time, if at all; the possibility that regulatory

approvals for any announced or any future dispositions or acquisitions will not be received on a timely basis, if at all, or that such

approvals may require modification to the terms of the transactions or our remaining business; T4business disruptions relating to the acquisition

of Marathon Oil Corporation (Marathon Oil) or following any other announced or other future dispositions or acquisitions, including the

diversion of management time and attention; the ability to deploy net proceeds from our announced or any future dispositions in the manner

and timeframe we anticipate, if at all; our ability to successfully integrate Marathon Oil’s business and technologies, which may

result in the combined company not operating as effectively and efficiently as expected; our ability to achieve the expected benefits

and synergies from the Marathon Oil acquisition in a timely manner, or at all; potential liability for remedial actions under existing

or future environmental regulations; potential liability resulting from pending or future litigation, including litigation related directly

or indirectly to pending or completed transactions; the impact of competition and consolidation in the oil and gas industry; limited access

to capital or insurance or significantly higher cost of capital or insurance related to illiquidity or uncertainty in the domestic or

international financial markets or investor sentiment; general domestic and international economic and political conditions or developments,

including as a result of any ongoing military conflict, including the conflicts in Ukraine and the Middle East; changes in fiscal regime

or tax, environmental and other laws applicable to our business; and disruptions resulting from accidents, extraordinary weather events,

civil unrest, political events, war, terrorism, cybersecurity threats or information technology failures, constraints or disruptions;

and 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 expressly disclaims any obligation to update any forward-looking

statements, whether as a result of new information, future events or otherwise.