COP / ConocoPhillips - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 7, 2025 (Exact name of reg

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 7, 2025 ConocoPhillips (Exact name of registrant as specified in its charter) Delaware 001-32395 01-0562944 (State or other jurisdiction of incorporation) (Commission File Numb

Subsidiary Guarantors of Guaranteed Securities

Exhibit 22 SUBSIDIARY GUARANTORS OF GUARANTEED SECURITIES We have various cross guarantees among ConocoPhillips (Delaware), ConocoPhillips Company (Delaware), and Burlington Resources LLC (Delaware)with respect to publicly held debt securities.

Form of 2025 Retention Award Terms and Conditions, granted under the 2023 Omnibus Stock and Performance Incentive Plan of ConocoPhillips.

Exhibit 10.2 Retention Grant Agreement Employee Name: Employee ID Number: Award Summary Number of Restricted Stock Units Granted: Grant Date: Grant Price: Vesting Schedule: Terms and Conditions As described in the above Award Summary, you have been granted an award of Restricted Stock Units (“RSUs”) under the 2023 Omnibus Stock and Performance Incentive Plan of ConocoPhillips (the “Plan”). These T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-32395 ConocoPhil

ConocoPhillips announces second-quarter 2025 results and quarterly dividend

Exhibit 99.1 ConocoPhillips announces second-quarter 2025 results and quarterly dividend •Reported second-quarter 2025 earnings per share of $1.56 and adjusted earnings per share of $1.42. •Generated cash provided by operating activities of $3.5 billion and cash from operations (CFO) of $4.7 billion. •Declared third-quarter ordinary dividend of $0.78 per share. •Completed the asset integration of

Second-Quarter 2025 Detailed Supplemental Information

Exhibit 99.2 Second-Quarter 2025 Detailed Supplemental Information 2024 2025 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr Full Year 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD $ Millions, Except as Indicated CONSOLIDATED INCOME STATEMENT Revenues and Other Income Sales and other operating revenues 13,848 13,620 13,041 14,236 54,745 16,517 14,004 30,521 Equity in earnings of affiliates 421 403 441 440 1,705 392 315 707

Cash Retention Award Terms and Conditions, granted under the 2023 Omnibus Stock and Performance Incentive Plan of ConocoPhillips.

Exhibit 10.1 Cash Retention Award Terms and Conditions Employee Name: Position: Award: Payment Dates: Terms and Conditions 1.To receive payment of the cash retention award award amounts set forth above (the “Award”), you must be continuously employed as an active employee of ConocoPhillips or its controlled subsidiaries (also referred to as the Company) through . You must accept the Award to be el

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Exhibit 99.1 925 North Eldridge Parkway Houston, TX 77079 Media Relations: 281-293-1149 www.conocophillips.com/media NEWS RELEASE July 1, 2025 ConocoPhillips appoints Kathleen McGinty to its board of directors HOUSTON – ConocoPhillips (NYSE: COP) today announced that its board of directors has elected Ms. Kathleen (Katie) McGinty to serve as a board member. Ms. McGinty currently serves as the vice

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): July 1, 2025 ConocoPhillips (Exact name of registrant as specified in its charter) Delaware 001-32395 01-0562944 (State or other jurisdiction of incorporation) (Commission File Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) ý ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) ý ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-32395 CONOCOPHILLIPS SAVINGS PLAN

CONOCOPHILLIPS COMPANY Offers to Exchange the Registered Notes Set Forth Below Registered Under the Securities Act of 1933, as amended for Any and All Outstanding Restricted Notes Set Forth Opposite the Corresponding Registered Notes

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(3)  Registration No. 333-287081 and 333-287081-01 CONOCOPHILLIPS COMPANY Offers to Exchange the Registered Notes Set Forth Below Registered Under the Securities Act of 1933, as amended for Any and All Outstanding Restricted Notes Set Forth Opposite the Corresponding Registered Notes REGISTERED NOTES RESTRICTED NOTES $227,925,000 4.400% Notes due 202

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 15, 2025 (May 13, 2025) (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 15, 2025 (May 13, 2025) ConocoPhillips (Exact name of registrant as specified in its charter) Delaware 001-32395 01-0562944 (State or other jurisdiction of incorporation) (Commiss

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ConocoPhillips 925 N. Eldridge Parkway Houston, Texas 77079 May 13, 2025 VIA EDGAR Anuja A. Majmudar Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Re: ConocoPhillips and ConocoPhillips Company Registration Statement on Form S-4 (File Nos. 333-287081 and 333-287081-01) Request for Acceleration Dear Ms. Majmudar: Pursuant to Rule 461 promu

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 8, 2025 (May 2, 2025) ConocoPhillips (Exact name of registrant as specified in its charter) Delaware 001-32395 01-0562944 (State or other jurisdiction of incorporation) (Commissio

First-Quarter 2025 Detailed Supplemental Information

Exhibit 99.2 First-Quarter 2025 Detailed Supplemental Information 2024 2025 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr Full Year 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD $ Millions, Except as Indicated CONSOLIDATED INCOME STATEMENT Revenues and Other Income Sales and other operating revenues 13,848 13,620 13,041 14,236 54,745 16,517 16,517 Equity in earnings of affiliates 421 403 441 440 1,705 392 392 Gain (loss)

ConocoPhillips announces Bill Bullock to retire after 39 years with the company

Exhibit 99.3 ConocoPhillips announces Bill Bullock to retire after 39 years with the company HOUSTON—May 8, 2025—ConocoPhillips (NYSE: COP) today announced that W.L. (Bill) Bullock, executive vice president and chief financial officer, will retire from ConocoPhillips after 39 years of distinguished service. Andy O’Brien, currently senior vice president, Strategy, Commercial, Sustainability and Tec

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-32395 ConocoPhi

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ConocoPhillips Company 925 N. Eldridge Parkway Houston, TX 77079 May 8, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: ConocoPhillips and ConocoPhillips Company Registration Statement on Form S-4 Filed on May 8, 2025 Ladies and Gentlemen: Reference is made to the above-referenced Registration Statement on Form S-

ConocoPhillips announces first-quarter 2025 results and quarterly dividend

Exhibit 99.1 ConocoPhillips announces first-quarter 2025 results and quarterly dividend •Reported first-quarter 2025 earnings per share of $2.23 and adjusted earnings per share of $2.09. •Generated cash provided by operating activities of $6.1 billion and cash from operations (CFO) of $5.5 billion. •Lowered both full-year capital expenditures and adjusted operating cost guidance while maintaining

Filing Fee Table.

Calculation of Filing Fee Tables S-4 CONOCOPHILLIPS Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid 1 Debt 4.

As filed with the Securities and Exchange Commission on May 8, 2025

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on May 8, 2025 Registration No.

Form of Letter of Transmittal.

Exhibit 99.1 CONOCOPHILLIPS COMPANY LETTER OF TRANSMITTAL Offers to Exchange the Registered Notes Set Forth Below Registered Under the Securities Act of 1933, as amended FOR Any and All Outstanding Restricted Notes Set Forth Opposite the Corresponding Registered Notes REGISTERED NOTES RESTRICTED NOTES $227,925,000 4.400% Notes due 2027 (CUSIP No. 20826F BV7) $227,925,000 4.400% Notes due 2027 (CUS

Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon Trust Company, N.A., as trustee under the Indenture dated as of December 7, 2012.

Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ¨ THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (Exact name of trustee as specified in its charter) (Ju

United States Securities and Exchange Commission Washington, D.C. 20549 NOTICE OF EXEMPT SOLICITATION Pursuant to Rule 14a-103

United States Securities and Exchange Commission Washington, D.C. 20549 NOTICE OF EXEMPT SOLICITATION Pursuant to Rule 14a-103 Name of the Registrant: ConocoPhillips Company Name of persons relying on exemption: National Legal and Policy Center Address of persons relying on exemption: 107 Park Washington Court, Falls Church, VA 22046 Written materials are submitted pursuant to Rule 14a-6(g) (1) pr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: ☑ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

Report of DeGolyer and MacNaughton.

Exhibit 99 DeGolyer and MacNaughton 5001 Spring Valley Road Suite 800 East Dallas, Texas 75244 February 18, 2025 ConocoPhillips 925 N.

Form of Non-Employee Director Restricted Stock Units Terms and Conditions, granted under the 2023 Omnibus Stock and Performance Incentive Plan of ConocoPhillips and subject to the Deferred Compensation Plan for Non-Employee Directors of ConocoPhillips, dated January 15, 2025.

Exhibit 10.20.2 «Recipient» Non-Employee Director Restricted Stock Units TERMS AND CONDITIONS Grant Date: January 15, 2025 This Award Agreement sets forth the terms and conditions of the Restricted Stock Units (“RSUs") awarded to you as of the Grant Date specified above pursuant to the 2023 Omnibus Stock and Performance Incentive Plan of ConocoPhillips (the “Plan”) and the Resolutions approved by

Insider Trading Policies of ConocoPhillips

Exhibit 19 Additional Insider Trading Policies and Procedures For Restricted Persons MEMORANDUM FOR: All Directors and Section 16 Officers of ConocoPhillips Other Designated Officers and Employees of ConocoPhillips and its Subsidiaries As a public company, ConocoPhillips is committed to ensuring compliance with United States and applicable foreign securities laws designed to prevent insider trading.

Subsidiary Guarantors of Guaranteed Securities (incorporated by reference to Exhibit 22 to the Annual Report on Form 10-K of ConocoPhillips filed on February 18, 2025).

Exhibit 22 SUBSIDIARY GUARANTORS OF GUARANTEED SECURITIES We have various cross guarantees among ConocoPhillips (Delaware), ConocoPhillips Company (Delaware), and Burlington Resources LLC (Delaware)with respect to publicly held debt securities.

2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-32395 ConocoPhi

Form of Performance Share Unit Award Terms and Conditions for Performance Period 25, as part of the ConocoPhillips Performance Share Program granted under the 2023 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated February 11, 2025.

Exhibit 10.14.6 Performance Share Program Performance Period 25 Executive Leadership Team Member Terms and Conditions Grant Date: February 11, 2025 As described in the Performance Share Unit Award Summary with a Grant Date of February 11, 2025 (“Award Summary”) and subject to adjustment as described herein, you have been granted an award of Performance Stock Units (“PSUs”) that are Restricted Stoc

Form of Executive Restricted Stock Unit Award Terms and Conditions, as part of the ConocoPhillips Executive Restricted Stock Unit Program, granted under the 2023 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated February 11, 2025.

Exhibit 10.14.7 Executive Restricted Stock Unit Program Executive Leadership Team Member Terms and Conditions Grant Date: February 11, 2025 As described in the Executive Restricted Stock Unit Award Summary with a Grant Date of February 11, 2025 (“Award Summary”), you have been granted an award of Restricted Stock Units (“RSUs”) under the 2023 Omnibus Stock and Performance Incentive Plan of ConocoP

List of Subsidiaries of ConocoPhillips.

Exhibit 21 SUBSIDIARY LISTING OF CONOCOPHILLIPS Listed below are subsidiaries of the registrant at December 31, 2024.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 6, 2025 (Exact name of r

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 6, 2025 ConocoPhillips (Exact name of registrant as specified in its charter) Delaware 001-32395 01-0562944 (State or other jurisdiction of incorporation) (Commission File Nu

Fourth-quarter 2024 Detailed Supplemental Information

Exhibit 99.2 Fourth-quarter 2024 Detailed Supplemental Information 2023 2024 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr Full Year 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr Full Year $ Millions, Except as Indicated CONSOLIDATED INCOME STATEMENT Revenues and Other Income Sales and other operating revenues 14,811 12,351 14,250 14,729 56,141 13,848 13,620 13,041 14,236 54,745 Equity in earnings of affiliates 499 412 388 4

ConocoPhillips reports fourth-quarter and full-year 2024 results; announces 2025 guidance and quarterly dividend

Exhibit 99.1 ConocoPhillips reports fourth-quarter and full-year 2024 results; announces 2025 guidance and quarterly dividend •Completed the acquisition of Marathon Oil, adding high-quality, low cost of supply inventory adjacent to the company’s leading U.S. unconventional position. •Reported fourth-quarter 2024 earnings per share of $1.90 and adjusted earnings per share of $1.98. •Delivered 2024

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): January 28, 2025 (January 27, 2025) ConocoPhillips (Exact name of registrant as specified in its charter) Delaware 001-32395 01-0562944 (State or other jurisdiction of incorporation)

Form of the terms of the 4.400% Notes due 2027, 5.300% Notes due 2029, 6.800% Notes due 2032, 5.700% Notes due 2034, 6.600% Notes due 2037, and 5.200% Notes due 2045, including the form of each of the foregoing.

Exhibit 4.2 CONOCOPHILLIPS COMPANY 4.400% Notes due 2027 5.300% Notes due 2029 6.800% Notes due 2032 5.700% Notes due 2034 6.600% Notes due 2037 5.200% Notes due 2045 Fully and Unconditionally Guaranteed by CONOCOPHILLIPS Six series of Securities are hereby established pursuant to Section 2.01 of the Indenture, dated as of December 7, 2012 (the “Indenture”), among ConocoPhillips Company, as issuer

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 30, 2024 ConocoPhillips (Exact Name of Registrant as Specified in its Charter) Delaware 001-32395 01-0562944 (State or other jurisdiction of incorporation) (Commission File N

Registration Rights Agreement, dated as of December 30, 2024, by and among ConocoPhillips Company, ConocoPhillips, TD Securities (USA) LLC, HSBC Securities (USA) Inc., J.P. Morgan Securities LLC, Wells Fargo Securities, LLC, BofA Securities, Inc., Citigroup Global Markets Inc., Mizuho Securities USA LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC, SMBC Nikko Securities America, Inc., Standard Chartered Bank and U.S. Bancorp Investments, Inc.

Exhibit 4.3 Execution Version REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT, dated December 30, 2024 (this “Agreement”), is entered into by and among ConocoPhillips Company, a Delaware corporation (the “Company”), ConocoPhillips, a Delaware corporation (the “Guarantor” and, together with the Company, the “Company Parties”), and TD Securities (USA) LLC, HSBC Securities (USA) Inc.

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Exhibit 99.2 925 North Eldridge Parkway Houston, TX 77079 Media Relations: 281-293-1149 www.conocophillips.com/media NEWS RELEASE Dec. 10, 2024 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”)

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Exhibit 99.1 925 North Eldridge Parkway Houston, TX 77079 Media Relations: 281-293-1149 www.conocophillips.com/media NEWS RELEASE Dec. 10, 2024 ConocoPhillips announces upsizing and early results of cash tender offers for debt securities and consent solicitations HOUSTON – ConocoPhillips (NYSE: COP) (“COP”) announced today the early results of the previously announced cash tender offers (the “Offe

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Exhibit 99.3 925 North Eldridge Parkway Houston, TX 77079 Media Relations: 281-293-1149 www.conocophillips.com/media NEWS RELEASE Dec. 10, 2024 ConocoPhillips announces results of early participation in exchange offers and consent solicitations HOUSTON - ConocoPhillips (NYSE: COP) (“COP”) today announced that, in connection with the previously announced offers to eligible holders to exchange (each

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 10, 2024 ConocoPhillips (Exact Name of Registrant as Specified in its Charter) Delaware 001-32395 01-0562944 (State or other jurisdiction of incorporation) (Commission File N

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 5, 2024 ConocoPhillips (Exact Name of Registrant as Specified in its Charter) Delaware 001-32395 01-0562944 (State or other jurisdiction of incorporation) (Commission File Nu

Terms Agreement (including the provisions of the Underwriting Agreement incorporated by reference in the Terms Agreement), dated November 25, 2024, among ConocoPhillips Company, ConocoPhillips and the several Underwriters named in Schedule A to the Terms Agreement.

Exhibit 1.1 EXECUTION VERSION ConocoPhillips Company Debt Securities fully and unconditionally guaranteed by ConocoPhillips UNDERWRITING AGREEMENT 1. Introductory. ConocoPhillips, a Delaware corporation (the “Company”), and ConocoPhillips Company, a Delaware corporation and a wholly owned subsidiary of the Company (the “Issuer”), propose that the Issuer will issue and sell from time to time certai

Form of the terms of the 2030 Notes, the 2032 Notes, the 2035 Notes, the 2055 Notes and the 2065 Notes, including the form of the 2030 Note, the 2032 Note, the 2035 Note, the 2055 Note and the 2065 Note.

Exhibit 4.2 CONOCOPHILLIPS COMPANY 4.700% Notes due 2030 4.850% Notes due 2032 5.000% Notes due 2035 5.500% Notes due 2055 5.650% Notes due 2065 Fully and Unconditionally Guaranteed by CONOCOPHILLIPS Five series of Securities are hereby established pursuant to Section 2.01 of the Indenture, dated as of December 7, 2012 (the “Indenture”), among ConocoPhillips Company, as issuer (the “Company”), Con

PRICING TERM SHEET

Filed Pursuant to Rule 433 Registration Statement Nos. 333-273658, 333-273658-01 November 25, 2024 PRICING TERM SHEET Issuer: ConocoPhillips Company Guarantor: ConocoPhillips Ratings (Moody’s / S&P / Fitch)*: A2 (Stable) / A- (Stable) / A (Stable) Issue of Securities: 4.700% Notes due 2030 4.850% Notes due 2032 5.000% Notes due 2035 5.500% Notes due 2055 5.650% Notes due 2065 Principal Amount: $1,

$5,200,000,000 ConocoPhillips Company $1,350,000,000 4.700% Notes due 2030 $650,000,000 4.850% Notes due 2032 $1,250,000,000 5.000% Notes due 2035 $1,300,000,000 5.500% Notes due 2055 $650,000,000 5.650% Notes due 2065 fully and unconditionally guara

TABLE OF CONTENTS   Filed Pursuant to Rule 424(b)(2)   Registration No. 333-273658 and 333-273658-01 Prospectus Supplement (To Prospectus dated August 3, 2023) $5,200,000,000 ConocoPhillips Company $1,350,000,000 4.700% Notes due 2030 $650,000,000 4.850% Notes due 2032 $1,250,000,000 5.000% Notes due 2035 $1,300,000,000 5.500% Notes due 2055 $650,000,000 5.650% Notes due 2065 fully and uncondition

Table 1: Newly Registered and Carry Forward Securities

Calculation of Filing Fee Tables S-3 CONOCOPHILLIPS Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid 1 Debt 4.

SUBJECT TO COMPLETION, DATED NOVEMBER 25, 2024

TABLE OF CONTENTS The information in this preliminary prospectus supplement is not complete and may change.

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Exhibit 99.2 925 North Eldridge Parkway Houston, TX 77079 Media Relations: 281-293-1149 www.conocophillips.com/media NEWS RELEASE Nov. 25, 2024 ConocoPhillips Company announces exchange offers for debt securities and consent solicitations by Marathon Oil Corporation HOUSTON – ConocoPhillips (NYSE: COP) (“COP”) today announced that, in connection with the acquisition of Marathon Oil Corporation (“M

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 25, 2024 (Exact Name of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 25, 2024 ConocoPhillips (Exact Name of Registrant as Specified in its Charter) Delaware 001-32395 01-0562944 (State or other jurisdiction of incorporation) (Commission File N

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Exhibit 99.1 925 North Eldridge Parkway Houston, TX 77079 Media Relations: 281-293-1149 www.conocophillips.com/media NEWS RELEASE Nov. 25, 2024 ConocoPhillips Company announces cash tender offers for debt securities and consent solicitations by Marathon Oil Corporation HOUSTON – ConocoPhillips (NYSE: COP) (“COP”) announced today that ConocoPhillips Company (“CPCo” or the “Company”), a wholly-owned

As filed with the Securities and Exchange Commission on November 22, 2024

As filed with the Securities and Exchange Commission on November 22, 2024 Registration No.

Regulation FD Disclosure, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(D) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 22, 2024 (November 20, 2024) ConocoPhillips (Exact name of registrant as specified in its charter) Delaware 001-32395 01-0562944 (State or other jurisdiction of incorporation

UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

Exhibit 99.4 UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS On November 22, 2024, ConocoPhillips, a Delaware corporation (“ConocoPhillips”), completed its previously announced acquisition of Marathon Oil Corporation, a Delaware corporation (“Marathon Oil”). The acquisition was completed by way of the merger of Puma Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary of the Co

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Exhibit 99.1 925 North Eldridge Parkway Houston, TX 77079 Media Relations: 281-293-1149 www.conocophillips.com/media NEWS RELEASE Nov. 22, 2024 ConocoPhillips completes acquisition of Marathon Oil Corporation HOUSTON – ConocoPhillips (NYSE: COP) today announced that it has completed its acquisition of Marathon Oil Corporation (NYSE: MRO). “This acquisition of Marathon Oil is a perfect fit for Cono

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-32395 Conoc

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): October 31, 2024 ConocoPhillips (Exact name of registrant as specified in its charter) Delaware 001-32395 01-0562944 (State or other jurisdiction of incorporation) (Commission File Nu

ConocoPhillips announces third-quarter 2024 results, increases quarterly ordinary dividend and existing share repurchase authorization

Exhibit 99.1 ConocoPhillips announces third-quarter 2024 results, increases quarterly ordinary dividend and existing share repurchase authorization •Reported third-quarter 2024 earnings per share of $1.76 and adjusted earnings per share of $1.78. •Generated cash provided by operating activities of $5.8 billion and cash from operations (CFO) of $4.7 billion. •Raised ordinary dividend by 34% to $0.7

Third-Quarter 2024 Detailed Supplemental Information

Exhibit 99.2 Third-Quarter 2024 Detailed Supplemental Information 2023 2024 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr Full Year 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD $ Millions, Except as Indicated CONSOLIDATED INCOME STATEMENT Revenues and Other Income Sales and other operating revenues 14,811 12,351 14,250 14,729 56,141 13,848 13,620 13,041 40,509 Equity in earnings of affiliates 499 412 388 421 1,720 421 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT (Exact name of registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT ConocoPhillips (Exact name of registrant as specified in its charter) Delaware 001-32395 01-0562944 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 925 N. Eldridge Parkway Houston, Texas 77079 (Address of principal executive offi

Resource Extraction Payment Report as required by Item 2.01 of this Form.

Exhibit 99.1 Resource Extraction Payment Report This exhibit to Form SD presents payments made by ConocoPhillips to the U.S. federal government and foreign governments for the purpose of commercial development of oil and natural gas during the year ended December 31, 2023. The information within this report has been prepared and is presented in accordance with Rule 13q-1 (17 CFR 240.13q-1) under t

XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT

Heart Lake First Nation Consultation [Member] Heart Lake First Nation Consultation Offshore-Gulf of Mexico/US/US-LA/Oil/Natural Gas/Well [Member] Offshore-Gulf of Mexico/US/US-LA/Oil/Natural Gas/Well Offshore-Bohai Sea/CN/CN-TJ/Oil/Well [Member] Offshore-Bohai Sea/CN/CN-TJ/Oil/Well UNITED KINGDOM Entity Level Payment/US [Member] Entity Level Payment/US Pengarah Kastam Negeri [Member] Pengarah Kast

XBRL INSTANCE DOCUMENT

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Exhibit 99.1 925 North Eldridge Parkway Houston, TX 77079 Media Relations: 281-293-1149 www.conocophillips.com/media NEWS RELEASE Sept. 3, 2024 ConocoPhillips appoints Nelda J. Connors to its board of directors HOUSTON – ConocoPhillips (NYSE: COP) today announced that its board of directors has elected Ms. Nelda J. Connors to serve as a board member. Ms. Connors has more than 25 years of experienc

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): September 3, 2024 ConocoPhillips (Exact name of registrant as specified in its charter) Delaware 001-32395 01-0562944 (State or other jurisdiction of incorporation) (Commission File N

Filed by ConocoPhillips

Filed by ConocoPhillips pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Subject Company: Marathon Oil Corporation Commission File No.

ConocoPhillips announces second-quarter 2024 results, quarterly dividend and VROC

Exhibit 99.1 ConocoPhillips announces second-quarter 2024 results, quarterly dividend and VROC •Reported second-quarter 2024 earnings per share and adjusted earnings per share of $1.98. •Generated cash provided by operating activities of $4.9 billion and cash from operations (CFO) of $5.1 billion. •Declared ordinary dividend of $0.58 per share and variable return of cash (VROC) of $0.20 per share

Second-Quarter 2024 Detailed Supplemental Information

Exhibit 99.2 Second-Quarter 2024 Detailed Supplemental Information 2023 2024 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr Full Year 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD $ Millions, Except as Indicated CONSOLIDATED INCOME STATEMENT Revenues and Other Income Sales and other operating revenues 14,811 12,351 14,250 14,729 56,141 13,848 13,620 27,468 Equity in earnings of affiliates 499 412 388 421 1,720 421 403 824

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-32395 ConocoPhil

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 1, 2024 ConocoPhillips (Exact name of registrant as specified in its charter) Delaware 001-32395 01-0562944 (State or other jurisdiction of incorporation) (Commission File Numb

MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT

TABLE OF CONTENTS   Filed Pursuant to Rule 424(b)(3)  Registration Statement No. 333-280448 MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT Dear Stockholders: Marathon Oil Corporation (which we refer to as “Marathon Oil”) has entered into a merger agreement (which, as it may be amended from time to time, we refer to as the “merger agreement”) with Puma Merger Sub Corp. (which we refer to as “Merger

925 N. Eldridge Parkway Houston, TX 77079

ConocoPhillips 925 N. Eldridge Parkway Houston, TX 77079 July 22, 2024 VIA EDGAR Office of Energy & Transportation Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Liz Packebusch Kevin Dougherty Re: ConocoPhillips Registration Statement on Form S-4, as amended File No. 333-280448 Request for Acceleration of Effective Date Dear

[Letterhead of Wachtell, Lipton, Rosen & Katz] July 17, 2024

[Letterhead of Wachtell, Lipton, Rosen & Katz] July 17, 2024 Via EDGAR Office of Energy & Transportation Division of Corporation Finance U.

As filed with the Securities and Exchange Commission on July 17, 2024

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on July 17, 2024 No.

Consent of Morgan Stanley & Co. LLC.

Exhibit 99.1 Consent of Morgan Stanley & Co. LLC We hereby consent to the use in Amendment No. 1 to the Registration Statement (the “Registration Statement”) of ConocoPhillips on Form S-4 and in the related proxy statement/prospectus, which is part of the Registration Statement, of our written opinion dated May 28, 2024, appearing as Annex B to such proxy statement/prospectus, and to the descripti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): July 12, 2024 (July 11, 2024) (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): July 12, 2024 (July 11, 2024) ConocoPhillips (Exact name of registrant as specified in its charter) Delaware 001-32395 01-0562944 (State or other jurisdiction of incorporation) (Commi

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): July 12, 2024 (July 11, 2024) ConocoPhillips (Exact name of registrant as specified in its charter) Delaware 001-32395 01-0562944 (State or other jurisdiction of incorporation) (Commi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): July 2, 2024 (June 26, 2024) ConocoPhillips (Exact name of registrant as specified in its charter) Delaware 001-32395 01-0562944 (State or other jurisdiction of incorporation) (Commis

Consent of Morgan Stanley & Co. LLC.

Exhibit 99.1 Consent of Morgan Stanley & Co. LLC We hereby consent to the use in the Registration Statement (the “Registration Statement”) of ConocoPhillips on Form S-4 and in the related proxy statement/prospectus, which is part of the Registration Statement, of our written opinion dated May 28, 2024, appearing as Annex B to such proxy statement/prospectus, and to the description of such opinion

As filed with the Securities and Exchange Commission on June 24, 2024

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on June 24, 2024 No.

Annual Report on Form 11-K for the year ended December 31, 2023 (filed with the SEC on June 25, 2024);

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) ý ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-32395 CONOCOPHILLIPS SAVINGS PLAN

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) ConocoPhillips (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price (2) Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Equity Common Stock, $0.

Form of Marathon Oil Proxy Card.

Exhibit 99.2 Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. V53674-S91617 For Against Abstain ! ! ! ! ! ! ! ! ! C/O SHAREHOLDER SERVICES P.O. BOX 2069 HOUSTON, TX 77252-2069 MARATHON OIL CORPOR

Filed by ConocoPhillips

Filed by ConocoPhillips pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Marathon Oil Corporation Commission File No.

Filed by ConocoPhillips

Filed by ConocoPhillips pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Marathon Oil Corporation Commission File No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(D) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 29, 2024 (May 28, 2024) (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(D) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 29, 2024 (May 28, 2024) ConocoPhillips (Exact name of registrant as specified in its charter) Delaware 001-32395 01-0562944 (State or other jurisdiction of incorporation) (Commiss

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Exhibit 99.1 925 North Eldridge Parkway Houston, TX 77079 Media Relations: 281-293-1149 www.conocophillips.com/media NEWS RELEASE May 29, 2024 ConocoPhillips to acquire Marathon Oil Corporation in all-stock transaction; provides shareholder distribution update · Acquisition of Marathon Oil Corporation is expected to be immediately accretive to earnings, cash flows and return of capital per share.

Investor Presentation, dated as of May 29, 2024

Exhibit 99.2

Filed by ConocoPhillips

Filed by ConocoPhillips pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Marathon Oil Corporation Commission File No.

Agreement and Plan of Merger, dated as of May 28, 2024, by and among ConocoPhillips, Puma Merger Sub Corp, and Marathon Oil Corporation

Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER among CONOCOPHILLIPS, PUMA MERGER SUB CORP. and MARATHON OIL CORPORATION Dated as of May 28, 2024 TABLE OF CONTENTS Page Article I CERTAIN DEFINITIONS 1.1 Certain Definitions 2 1.2 Terms Defined Elsewhere 2 Article II THE MERGER 2.1 The Merger 4 2.2 Closing 4 2.3 Effect of the Merger 5 2.4 Certificate of Incorporation of the Surviving Corp

Agreement and Plan of Merger, dated as of May 28, 2024, by and among ConocoPhillips, Puma Merger Sub Corp. and Marathon Oil Corporation

Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER among CONOCOPHILLIPS, PUMA MERGER SUB CORP. and MARATHON OIL CORPORATION Dated as of May 28, 2024 TABLE OF CONTENTS Page Article I CERTAIN DEFINITIONS 1.1 Certain Definitions 2 1.2 Terms Defined Elsewhere 2 Article II THE MERGER 2.1 The Merger 4 2.2 Closing 4 2.3 Effect of the Merger 5 2.4 Certificate of Incorporation of the Surviving Corp

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Filed by ConocoPhillips pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Marathon Oil Corporation Commission File No.

Investor Presentation, dated as of May 29, 2024

Exhibit 99.2

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Exhibit 99.1 925 North Eldridge Parkway Houston, TX 77079 Media Relations: 281-293-1149 www.conocophillips.com/media NEWS RELEASE May 29, 2024 ConocoPhillips to acquire Marathon Oil Corporation in all-stock transaction; provides shareholder distribution update · Acquisition of Marathon Oil Corporation is expected to be immediately accretive to earnings, cash flows and return of capital per share.

Filed by ConocoPhillips

Filed by ConocoPhillips pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Marathon Oil Corporation Commission File No.

-2-

Filed by ConocoPhillips pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Marathon Oil Corporation Commission File No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(D) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 29, 2024 (May 28, 2024) (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(D) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 29, 2024 (May 28, 2024) ConocoPhillips (Exact name of registrant as specified in its charter) Delaware 001-32395 01-0562944 (State or other jurisdiction of incorporation) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 16, 2024 (May 14, 2024) (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 16, 2024 (May 14, 2024) ConocoPhillips (Exact name of registrant as specified in its charter) Delaware 001-32395 01-0562944 (State or other jurisdiction of incorporation) (Commiss

May 15, 2024

May 15, 2024 Via EDGAR Mr. Mark Wojciechowski Mr. Karl Hiller Division of Corporation Finance Office of Energy & Transportation U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: ConocoPhillips Form 10-K for the Fiscal Year Ended December 31, 2023 Filed February 15, 2024 File No. 001-32395 Dear Mr. Wojciechowski and Mr. Hiller: Our responses to the comments raise

Form of Performance Share Unit Award Terms and Conditions for Performance Period 24, as part of the ConocoPhillips Performance Share Program granted under the 2023 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated February 13, 2024.

Exhibit 10.1 Performance Share Program Performance Period 24 Terms and Conditions Grant Date: February 13, 2024 As described in the Performance Share Unit Award Summary with a Grant Date of February 13, 2024 (“Award Summary”) and subject to adjustment as described herein, you have been granted an award of Performance Stock Units (“PSUs”) that are Restricted Stock Units subject to Performance Goals

First-Quarter 2024 Detailed Supplemental Information

Exhibit 99.2 First-Quarter 2024 Detailed Supplemental Information 2023 2024 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr Full Year 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD $ Millions, Except as Indicated CONSOLIDATED INCOME STATEMENT Revenues and Other Income Sales and other operating revenues 14,811 12,351 14,250 14,729 56,141 13,848 13,848 Equity in earnings of affiliates 499 412 388 421 1,720 421 421 Gain (loss)

ConocoPhillips announces first-quarter 2024 results, quarterly dividend and VROC

Exhibit 99.1 ConocoPhillips announces first-quarter 2024 results, quarterly dividend and VROC •Reported first-quarter 2024 earnings per share of $2.15 and adjusted earnings per share of $2.03. •Generated cash provided by operating activities of $5.0 billion and cash from operations (CFO) of $5.1 billion. •Declared ordinary dividend of $0.58 per share and variable return of cash (VROC) of $0.20 per

Form of 2024 Inducement Award Terms and Conditions, granted under the 2023 Omnibus Stock and Performance Incentive Plan of ConocoPhillips.

Exhibit 10.4 Inducement Grant Agreement Employee Name: Employee ID Number: Award Summary Number of Restricted Stock Units Granted: Grant Date: Grant Price: Vesting Schedule: Terms and Conditions As described in the above Award Summary, you have been granted an award of Restricted Stock Units (“RSUs”) under the 2023 Omnibus Stock and Performance Incentive Plan of ConocoPhillips (the “Plan”). These

Form of 2024 Retention Award Terms and Conditions, granted under the 2023 Omnibus Stock and Performance Incentive Plan of ConocoPhillips.

Exhibit 10.3 Retention Grant Agreement Employee Name: Employee ID Number: Award Summary Number of Restricted Stock Units Granted: Grant Date: Grant Price: Vesting Schedule: Terms and Conditions As described in the above Award Summary, you have been granted an award of Restricted Stock Units (“RSUs”) under the 2023 Omnibus Stock and Performance Incentive Plan of ConocoPhillips (the “Plan”). These T

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 2, 2024 ConocoPhillips (Exact name of registrant as specified in its charter) Delaware 001-32395 01-0562944 (State or other jurisdiction of incorporation) (Commission File Number)

Form of Executive Restricted Stock Unit Award Terms and Conditions, as part of the ConocoPhillips Executive Restricted Stock Unit Program, granted under the 2023 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated February 13, 2024.

Exhibit 10.2 Executive Restricted Stock Unit Program Terms and Conditions Grant Date: February 13, 2024 As described in the Executive Restricted Stock Unit Award Summary with a Grant Date of February 13, 2024 (“Award Summary”), you have been granted an award of Restricted Stock Units (“RSUs”) under the 2023 Omnibus Stock and Performance Incentive Plan of ConocoPhillips (the “Plan”). These Executiv

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-32395 ConocoPhi

United States Securities and Exchange Commission Washington, D.C. 20549 NOTICE OF EXEMPT SOLICITATION Pursuant to Rule 14a-103

United States Securities and Exchange Commission Washington, D.C. 20549 NOTICE OF EXEMPT SOLICITATION Pursuant to Rule 14a-103 Name of the Registrant: ConocoPhillips Company Name of persons relying on exemption: National Legal and Policy Center Address of persons relying on exemption: 107 Park Washington Court, Falls Church, VA 22046 Written materials are submitted pursuant to Rule 14a-6(g) (1) pr

April 3, 2024

April 3, 2024 Via EDGAR Mr. Mark Wojciechowski Mr. Karl Hiller Division of Corporation Finance Office of Energy & Transportation U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: ConocoPhillips Form 10-K for the Fiscal Year Ended December 31, 2023 Filed February 15, 2024 File No. 001-32395 Dear Mr. Wojciechowski: Our responses to the comments raised in your lett

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

DEFINITIVE PROXY STATEMENT

Proxy Statement 2024Table of Contents A Message from Our Chairman and Chief Executive Officer and Lead Director 4 Notice of 2024 Annual Meeting of Stockholders 6 Proxy Summary 7 About ConocoPhillips 7 Stockholder Engagement 9 Director Nominees 10 Governance Highlights 12 Executive Compensation 13 Progress Report on Our Plan for the Net-Zero Energy Transition 14 FOR Item 1: Election of Directors an

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

Subsidiary Guarantors of Guaranteed Securities.

Exhibit 22 SUBSIDIARY GUARANTORS OF GUARANTEED SECURITIES We have various cross guarantees among ConocoPhillips (Delaware), ConocoPhillips Company (Delaware), and Burlington Resources LLC (Delaware)with respect to publicly held debt securities.

2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-32395 ConocoPhi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 15, 2024 (February 9, 20

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 15, 2024 (February 9, 2024) ConocoPhillips (Exact name of registrant as specified in its charter) Delaware 001-32395 01-0562944 (State or other jurisdiction of incorporation)

Amended and Restated Key Employee Deferred Compensation Plan of ConocoPhillips—Title II, dated January 1, 2024.

Exhibit 10.18.2 KEY EMPLOYEE DEFERRED COMPENSATION PLAN OF CONOCOPHILLIPS TITLE II (Effective for benefits earned or vested after December 31, 2004) 2024 AMENDMENT AND RESTATEMENT Title II is hereby amended and restated effective as of January 1, 2024 (except where another date is specified herein with regard to a particular provision). Immediately prior to effectiveness of this 2024 Amendment and

Amended and Restated Company Retirement Contribution Make-Up Plan of ConocoPhillips, dated January 1, 2024.

Exhibit 10.17 COMPANY RETIREMENT CONTRIBUTION MAKE-UP PLAN OF CONOCOPHILLIPS 2024 AMENDMENT AND RESTATEMENT The Plan is hereby amended and restated effective as of January 1, 2024 (except where another date is specified herein with regard to a particular provision). Immediately prior to effectiveness of this 2024 Amendment and Restatement, the Plan was and remains subject to the 2020 Amendment and

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Exhibit 99.1 925 North Eldridge Parkway Houston, TX 77079 Media Relations: 281-293-1149 www.conocophillips.com/media NEWS RELEASE Feb. 15, 2024 ConocoPhillips announces Dominic Macklon to retire after 33 years with the company HOUSTON – ConocoPhillips (NYSE: COP) today announced that Dominic Macklon, executive vice president, Strategy, Sustainability and Technology, has elected to retire effective

ConocoPhillips Clawback Policy effective October 2, 2023.

Exhibit 97.2 CONOCOPHILLIPS CLAWBACK POLICY The Human Resources and Compensation Committee (“HRCC”) of the Board of Directors of ConocoPhillips (the “Board”) has adopted the following clawback policy (the “Policy”) effective as of the effective date of Section 303A.14 of the New York Stock Exchange Listed Company Manual (the “Effective Date”). As of the Effective Date the Policy supersedes and rep

Report of DeGolyer and MacNaughton.

Exhibit 99 DeGolyer and MacNaughton 5001 Spring Valley Road Suite 800 East Dallas, Texas 75244 February 15, 2024 ConocoPhillips 925 N.

Subsidiaries of ConocoPhillips (incorporated herein by reference to Exhibit 21 to ConocoPhillips’ Annual Report on Form 10-K filed on February 15, 2024, File No. 001-32395).

Exhibit 21 SUBSIDIARY LISTING OF CONOCOPHILLIPS Listed below are subsidiaries of the registrant at December 31, 2023.

Amended and Restated Defined Contribution Make-Up Plan of ConocoPhillips—Title II, dated January 1, 2024.

Exhibit 10.16.2 DEFINED CONTRIBUTION MAKE-UP PLAN OF CONOCOPHILLIPS TITLE II (Effective for benefits earned or vested after December 31, 2004) 2024 AMENDMENT AND RESTATEMENT The Ongoing Plan is hereby amended and restated effective as of January 1, 2024 (except where another date is specified herein with regard to a particular provision). Immediately prior to effectiveness of this 2024 Amendment a

Form of Aircraft Time Sharing Agreement by and between certain executives and ConocoPhillips dated November 14, 2023.

Exhibit 10.29 AIRCRAFT TIME SHARING AGREEMENT This Aircraft Time Sharing Agreement (the “Agreement”) is entered into as of the last date set forth under the signatures of the parties, by and between , with its principal office (“Lessor”), and , an individual, with a business address (“Lessee”). RECITALS WHEREAS, Lessor is the operator of the aircraft listed on Exhibit B (the “Aircraft”) attached h

COP / ConocoPhillips / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv0046-conocophillips.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 10)* Name of issuer: ConocoPhillips Title of Class of Securities: Common Stock CUSIP Number: 20825C104 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 8, 2024 ConocoPhillips (Exact name of registrant as specified in its charter) Delaware 001-32395 01-0562944 (State or other jurisdiction of incorporation) (Commission File Nu

Fourth-quarter 2023 Detailed Supplemental Information

Exhibit 99.2 Fourth-quarter 2023 Detailed Supplemental Information 2022 2023 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD $ Millions, Except as Indicated CONSOLIDATED INCOME STATEMENT Revenues and Other Income Sales and other operating revenues 17,762 21,161 21,013 18,558 78,494 14,811 12,351 14,250 14,729 56,141 Equity in earnings of affiliates 426 524 561 570 2,081 499

--- # # # ---

Exhibit 99.1 ConocoPhillips reports fourth-quarter and full-year 2023 results, 123% preliminary reserve replacement ratio; announces 2024 guidance and planned return of capital of $9B; declares quarterly ordinary dividend and variable return of cash distribution HOUSTON-Feb. 8, 2024-ConocoPhillips (NYSE: COP) today reported fourth-quarter 2023 earnings of $3.0 billion, or $2.52 per share, compared

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-32395 Conoc

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 2, 2023 ConocoPhillips (Exact name of registrant as specified in its charter) Delaware 001-32395 01-0562944 (State or other jurisdiction of incorporation) (Commission File Nu

--- # # # ---

Exhibit 99.1 ConocoPhillips Reports Third-Quarter 2023 Results; Announces 14% Increase in Quarterly Ordinary Dividend HOUSTON-Nov. 2, 2023-ConocoPhillips (NYSE: COP) today reported third-quarter 2023 earnings of $2.8 billion, or $2.32 per share, compared with third-quarter 2022 earnings of $4.5 billion, or $3.55 per share. Excluding special items, third-quarter 2023 adjusted earnings were $2.6 bil

Third-Quarter 2023 Detailed Supplemental Information

Exhibit 99.2 Third-Quarter 2023 Detailed Supplemental Information 2022 2023 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD $ Millions, Except as Indicated CONSOLIDATED INCOME STATEMENT Revenues and Other Income Sales and other operating revenues 17,762 21,161 21,013 18,558 78,494 14,811 12,351 14,250 41,412 Equity in earnings of affiliates 426 524 561 570 2,081 499 412 388

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 17, 2023 (Exact Name of Re

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 17, 2023 ConocoPhillips (Exact Name of Registrant as Specified in its Charter) Delaware 001-32395 01-0562944 (State or other jurisdiction of incorporation) (Commission File Num

Form of the terms of the 2033 Notes, the 2054 Notes and the 2063 Notes, including the form of the 2033 Note, the 2054 Note and the 2063 Note.

EXHIBIT 4.2 CONOCOPHILLIPS COMPANY 5.050% Notes due 2033 5.550% Notes due 2054 5.700% Notes due 2063 Fully and Unconditionally Guaranteed by CONOCOPHILLIPS Three series of Securities are hereby established pursuant to Section 2.01 of the Indenture, dated as of December 7, 2012 (the “Indenture”), among ConocoPhillips Company, as issuer (the “Company”), ConocoPhillips, as guarantor (the “Guarantor”)

Terms Agreement (including the provisions of the Underwriting Agreement incorporated by reference in the Terms Agreement), dated August 8, 2023, among ConocoPhillips Company, ConocoPhillips and the several Underwriters named in Schedule A to the Terms Agreement.

Exhibit 1.1 ConocoPhillips Company Debt Securities fully and unconditionally guaranteed by ConocoPhillips UNDERWRITING AGREEMENT 1. Introductory. ConocoPhillips, a Delaware corporation (the “Company”), and ConocoPhillips Company, a Delaware corporation and a wholly owned subsidiary of the Company (the “Issuer”), propose that the Issuer will issue and sell from time to time certain of its unsecured

PRICING TERM SHEET

Filed Pursuant to Rule 433 Registration Statement Nos. 333-273658, 333-273658-01 August 8, 2023 PRICING TERM SHEET Issuer: ConocoPhillips Company Guarantor: ConocoPhillips Ratings*: A2 (Moody’s); A- (S&P); A (Fitch) Issue of Securities: 5.050% Notes due 2033 5.550% Notes due 2054 5.700% Notes due 2063 Principal Amount: $1,000,000,000 of the 2033 Notes $1,000,000,000 of the 2054 Notes $700,000,000

Calculation of Filing Fee Tables (Form Type) ConocoPhillips Company (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables 424(b)(2) (Form Type) Issuer: ConocoPhillips Company Guarantor: ConocoPhillips (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Debt 5.

$2,700,000,000 ConocoPhillips Company $1,000,000,000 5.050% Notes due 2033 $1,000,000,000 5.550% Notes due 2054 $700,000,000 5.700% Notes due 2063 fully and unconditionally guaranteed by

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(2)  Registration No. 333-273658 and 333-273658-01 Prospectus Supplement (To Prospectus dated August 3, 2023) $2,700,000,000 ConocoPhillips Company $1,000,000,000 5.050% Notes due 2033 $1,000,000,000 5.550% Notes due 2054 $700,000,000 5.700% Notes due 2063 fully and unconditionally guaranteed by ConocoPhillips The 2033 notes will mature on September

SUBJECT TO COMPLETION, DATED AUGUST 8, 2023

TABLE OF CONTENTS The information in this preliminary prospectus supplement is not complete and may change.

Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon Trust Company, N.A., as trustee, for the form of the ConocoPhillips Subordinated Indenture.

Exhibit 25.2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ¨ THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (Exact name of trustee as specified in its charter) (Ju

ConocoPhillips Reports Second-Quarter 2023 Results; Raises Full-Year Production Guidance and Declares Quarterly Dividend and Variable Return of Cash Distribution

Exhibit 99.1 ConocoPhillips Reports Second-Quarter 2023 Results; Raises Full-Year Production Guidance and Declares Quarterly Dividend and Variable Return of Cash Distribution HOUSTON-(BUSINESS WIRE)-August 3, 2023-ConocoPhillips (NYSE: COP) today reported second-quarter 2023 earnings and adjusted earnings of $2.2 billion, or $1.84 per share, compared with second-quarter 2022 earnings of $5.1 billi

Second-Quarter 2023 Detailed Supplemental Information

Exhibit 99.2 Second-Quarter 2023 Detailed Supplemental Information 2022 2023 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD $ Millions, Except as Indicated CONSOLIDATED INCOME STATEMENT Revenues and Other Income Sales and other operating revenues 17,762 21,161 21,013 18,558 78,494 14,811 12,351 27,162 Equity in earnings of affiliates 426 524 561 570 2,081 499 412 911 Gain

As filed with the Securities and Exchange Commission on August 3, 2023

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on August 3, 2023 Registration Nos.

Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon Trust Company, N.A., as trustee, under the ConocoPhillips Company Senior Indenture, dated as of December 7, 2012.

Exhibit 25.3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ¨ THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (Exact name of trustee as specified in its charter) (Ju

Second Amended and Restated Bylaws, dated May 16, 2023

Exhibit 3.1 SECOND AMENDED AND RESTATED BY-LAWS OF CONOCOPHILLIPS (HEREINAFTER CALLED THE “CORPORATION”) ARTICLE I Offices Section 1. Registered Office. The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware or at such place within the State of Delaware as the Board of Directors may from time to time determine. Section 2. Other Offices.

Subsidiary Guarantors of Guaranteed Securities.

Exhibit 22 SUBSIDIARY GUARANTORS OF GUARANTEED SECURITIES We have various cross guarantees among ConocoPhillips (Delaware), ConocoPhillips Company (Delaware), and Burlington Resources LLC (Delaware) with respect to publicly held debt securities.

Calculation of Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) ConocoPhillips (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Ca

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

U.S. Securities and Exchange Commission You’ve Exceeded the SEC’s Traffic Limit Your request rate has exceeded the SEC’s maximum allowable requests per second. Your access to SEC.gov will be limited for 10 minutes. Current guidelines limit each user to a total of no more than 10 requests per second, regardless of the number of machines used to submit requests. To ensure that SEC.gov remains

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 3, 2023 ConocoPhillips (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 3, 2023 ConocoPhillips (Exact name of registrant as specified in its charter) Delaware 001-32395 01-0562944 (State or other jurisdiction of (Commission (I.R.S. Employer incorpo

Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon Trust Company, N.A., as trustee, under the ConocoPhillips Senior Indenture, dated as of October 9, 2002.

Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ¨ THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (Exact name of trustee as specified in its charter) (Ju

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) ý ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) ý ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-32395 CONOCOPHILLIPS SAVINGS PLAN

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 23, 2023 ConocoPhillips (Exact Name of Registrant as Specified in its Charter) Delaware 001-32395 01-0562944 (State or other jurisdiction of incorporation) (Commission File Number

Form of the terms of the Notes.

Exhibit 4.2 CONOCOPHILLIPS COMPANY 5.300% Notes due 2053 Fully and Unconditionally Guaranteed by CONOCOPHILLIPS The Securities are hereby established pursuant to Section 2.01 of the Indenture, dated as of December 7, 2012 (the “Indenture”), among ConocoPhillips Company, as issuer (the “Company”), ConocoPhillips, as guarantor (the “Guarantor”), and The Bank of New York Mellon Trust Company, N.A., a

Terms Agreement (including the provisions of the Underwriting Agreement incorporated by reference in the Terms Agreement), dated May 9, 2023, among ConocoPhillips Company, ConocoPhillips and the several Underwriters named in Schedule A to the Terms Agreement.

U.S. Securities and Exchange Commission You’ve Exceeded the SEC’s Traffic Limit Your request rate has exceeded the SEC’s maximum allowable requests per second. Your access to SEC.gov will be limited for 10 minutes. Current guidelines limit each user to a total of no more than 10 requests per second, regardless of the number of machines used to submit requests. To ensure that SEC.gov remains

As filed with the Securities and Exchange Commission on May 18, 2023

As filed with the Securities and Exchange Commission on May 18, 2023 Registration No.

Calculation of Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) ConocoPhillips (Exact Name of Registrant as Specified in its Charter) Table 1—Newly Registered Securities Security Type Security Class Type Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value $.

As filed with the Securities and Exchange Commission on May 18, 2023

As filed with the Securities and Exchange Commission on May 18, 2023 Registration No.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 18, 2023 (May 16, 2023) ConocoPhillips (Exact name of registrant as specified in its charter) Delaware 001-32395 01-0562944 (State or other jurisdiction of incorporation) (Commiss

Second Amended and Restated By-Laws of ConocoPhillips, as amended and restated as of May 16, 2023 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K of ConocoPhillips filed on May 18, 2023; File No. 001-32395).

Exhibit 3.1   SECOND AMENDED AND RESTATED BY-LAWS OF CONOCOPHILLIPS   (HEREINAFTER CALLED THE “CORPORATION”)   ARTICLE I   Offices   Section 1.            Registered Office. The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware or at such place within the State of Delaware as the Board of Directors may from time to time determine.   Se

2023 Omnibus Stock and Performance Incentive Plan of ConocoPhillips

Exhibit 10.1 2023 OMNIBUS STOCK AND PERFORMANCE INCENTIVE PLAN OF CONOCOPHILLIPS (As Established Effective May 16, 2023) RECITALS ConocoPhillips, a Delaware Corporation (the “Company”), has established and maintained the 2014 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, effective May 13, 2014 (together with other stock incentive plans established and maintained by ConocoPhillips

PRICING TERM SHEET

Filed Pursuant to Rule 433 Registration Statement Nos. 333-240978, 333-240978-01 May 9, 2023 PRICING TERM SHEET Issuer: ConocoPhillips Company Guarantor: ConocoPhillips Ratings*: A2 (Moody’s); A- (S&P); A (Fitch) Issue of Securities: 5.300% Notes due 2053 Principal Amount: $1,100,000,000 Coupon: 5.300% Interest Payment Dates: Semi-annually on May 15 and November 15, commencing on November 15, 2023

You’ve Exceeded the SEC’s Traffic Limit

Exhibit 107 Calculation of Filing Fee Tables 424(b)(2) (Form Type) ConocoPhillips (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Debt 5.

$1,100,000,000 ConocoPhillips Company 5.300% Notes due 2053 fully and unconditionally guaranteed by

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(2)  Registration No. 333-240978 and 333-240978-01 Prospectus Supplement (To Prospectus dated August 5, 2020) $1,100,000,000 ConocoPhillips Company 5.300% Notes due 2053 fully and unconditionally guaranteed by ConocoPhillips The 5.300% Notes due 2053 (the “notes”) will mature on May 15, 2053. ConocoPhillips Company will pay interest on the notes semi

SUBJECT TO COMPLETION, DATED MAY 9, 2023

TABLE OF CONTENTS The information in this preliminary prospectus supplement is not complete and may change.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-32395 ConocoPhi

ConocoPhillips Reports First-Quarter 2023 Results; Raises Full-Year Production Guidance Midpoint and Declares Quarterly Dividend and Variable Return of Cash Distribution

Exhibit 99.1 ConocoPhillips Reports First-Quarter 2023 Results; Raises Full-Year Production Guidance Midpoint and Declares Quarterly Dividend and Variable Return of Cash Distribution HOUSTON-(BUSINESS WIRE)-May 4, 2023-ConocoPhillips (NYSE: COP) today reported first-quarter 2023 earnings and adjusted earnings of $2.9 billion, or $2.38 per share, compared with first-quarter 2022 earnings of $5.8 bi

2022

Exhibit 99.2 First-Quarter 2023 Detailed Supplemental Information 2022 2023 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD $ Millions, Except as Indicated CONSOLIDATED INCOME STATEMENT Revenues and Other Income Sales and other operating revenues 17,762 21,161 21,013 18,558 78,494 14,811 14,811 Equity in earnings of affiliates 426 524 561 570 2,081 499 499 Gain (loss) on di

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 4, 2023 ConocoPhillips (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 4, 2023 ConocoPhillips (Exact name of registrant as specified in its charter) Delaware 001-32395 01-0562944 (State or other jurisdiction of (Commission (I.R.S. Employer incorporat

Notice Of Exempt Solicitation: (VOLUNTARY SUBMISSION)

Notice Of Exempt Solicitation: (VOLUNTARY SUBMISSION) NAME OF REGISTRANT: ConocoPhillips NAME OF PERSON RELYING ON EXEMPTION: Majority Action ADDRESS OF PERSON RELYING ON EXEMPTION: PO Box 4831, Silver Spring, MD 20914 Written materials are submitted pursuant to Rule 14a-6(g)(1) promulgated under the Securities Exchange Act of 1934.

Notice of Exempt Solicitation

Notice of Exempt Solicitation NAME OF REGISTRANT: ConocoPhillips NAME OF PERSON RELYING ON EXEMPTION: Oxfam America ADDRESS OF PERSON RELYING ON EXEMPTION: 77 North Washington Street, Suite 5-1, Boston, MA 02114 Written materials are submitted pursuant to Rule 14a-6(g)(1) promulgated under the Securities Exchange Act of 1934.

DEFINITIVE PROXY STATEMENT

Proxy Statement 2023Table of Contents A Message from Our Chairman and Chief Executive Officer and Lead Director 4 Notice of 2022 Annual Meeting of Stockholders 6 Proxy Summary 7 About ConocoPhillips 7 Stockholder Engagement 9 Director Nominees 10 Governance Highlights 12 Executive Compensation 13 Progress Report on Our Plan for the Net-Zero Energy Transition 15 FOR Item 1: Election of Directors an

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A 1 cop4128181-defa14a.htm DEFINITIVE ADDITIONAL PROXY SOLICITING MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: ☑ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

Subsidiary Guarantors of Guaranteed Securities.

Exhibit 22 SUBSIDIARY GUARANTORS OF GUARANTEED SECURITIES Listed below are subsidiaries serving as an issuer or guarantor, as applicable, for outstanding publicly held debt securities. Company Name Incorporation Location ConocoPhillips Delaware ConocoPhillips Company Delaware Burlington Resources LLC Delaware

List of Subsidiaries of ConocoPhillips.

Exhibit 21 SUBSIDIARY LISTING OF CONOCOPHILLIPS Listed below are subsidiaries of the registrant at December 31, 2022.

Second Amendment to the Key Employee Deferred Compensation Plan of ConocoPhillips—Title II.

Exhibit 10.20.4 SECOND AMENDMENT TO TITLE II OF THE KEY EMPLOYEE DEFERRED COMPENSATION PLAN OF CONOCOPHILLIPS Effective January 1, 2020, ConocoPhillips Company (the “Company”) amended and restated the Key Employee Deferred Compensation Plan, Title II (“Title II”) for the benefit of certain employees of the Company and its affiliates. The Company desires to amend Title II by the revisions set forth

2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-32395 ConocoPhi

First Amendment to the Key Employee Deferred Compensation Plan of ConocoPhillips—Title II.

Exhibit 10.20.3 FIRST AMENDMENT TO TITLE II OF THE KEY EMPLOYEE DEFERRED COMPENSATION PLAN OF CONOCOPHILLIPS Effective January 1, 2020, ConocoPhillips Company (the “Company”) amended and restated the Key Employee Deferred Compensation Plan, Title II (“Title II”) for the benefit of certain employees of the Company and its affiliates. The Company desires to amend Title II by the revisions set forth

Report of DeGolyer and MacNaughton.

Exhibit 99 DeGolyer and MacNaughton 5001 Spring Valley Road Suite 800 East Dallas, Texas 75244 February 16, 2023 ConocoPhillips 925 N.

COP / ConocoPhillips / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 9)* Name of issuer: ConocoPhillips Title of Class of Securities: Common Stock CUSIP Number: 20825C104 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule

ConocoPhillips Reports Fourth-Quarter, Full-Year 2022 Results and 176% Preliminary Reserve Replacement Ratio; Announces 2023 Guidance and Planned Return of Capital of $11 Billion; Declares Quarterly Dividend and Variable Return of Cash Distribution

Exhibit 99.1 ConocoPhillips Reports Fourth-Quarter, Full-Year 2022 Results and 176% Preliminary Reserve Replacement Ratio; Announces 2023 Guidance and Planned Return of Capital of $11 Billion; Declares Quarterly Dividend and Variable Return of Cash Distribution HOUSTON-(BUSINESS WIRE)-February 2, 2023-ConocoPhillips (NYSE: COP) today reported fourth-quarter 2022 earnings of $3.2 billion, or $2.61

2021

EX-99.2 3 a53295027ex992.htm EXHIBIT 99.2 Exhibit 99.2 Fourth-Quarter 2022 Detailed Supplemental Information 2021 2022 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD $ Millions, Except as Indicated CONSOLIDATED INCOME STATEMENT Revenues and Other Income Sales and other operating revenues 9,826 9,556 11,326 15,120 45,828 17,762 21,161 21,013 18,558 78,494 Equity in earnings

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 2, 2023 ConocoPhillips (Exact name of registrant as specified in its charter) Delaware 001-32395 01-0562944 (State or other jurisdiction of (Commission (I.R.S. Employer incor

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 3, 2022 ConocoPhillips (Exact name of registrant as specified in its charter) Delaware 001-32395 01-0562944 (State or other jurisdiction of incorporation) (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 3, 2022 ConocoPhillips (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 3, 2022 ConocoPhillips (Exact name of registrant as specified in its charter) Delaware 001-32395 01-0562944 (State or other jurisdiction of (Commission (I.R.S. Employer incor

ConocoPhillips Reports Third-Quarter 2022 Results; Announces 11% Increase to Quarterly Ordinary Dividend, Declares Variable Return of Cash Distribution and Increases Existing Share Repurchase Authorization by $20 Billion

Exhibit 99.1 ConocoPhillips Reports Third-Quarter 2022 Results; Announces 11% Increase to Quarterly Ordinary Dividend, Declares Variable Return of Cash Distribution and Increases Existing Share Repurchase Authorization by $20 Billion HOUSTON-(BUSINESS WIRE)-November 3, 2022-ConocoPhillips (NYSE: COP) today reported third-quarter 2022 earnings of $4.5 billion, or $3.55 per share, compared with thir

coPhillips Targeted Variable Long Term Incentive Program, granted under the 2014 Omnibus Stock and

Exhibit 10.1 TARGETED VARIABLE LONG TERM INCENTIVE PROGRAM AUGUST 1, 2022 KEY EMPLOYEE AWARD TERMS AND CONDITIONS This Key Employee Award Terms and Conditions describes terms and conditions of Restricted Stock Unit Awards, as part of the ConocoPhillips Targeted Variable Long Term Incentive Program (Program), granted under the 2014 Omnibus Stock and Performance Incentive Plan of ConocoPhillips (ref

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-32395 Conoc

2021

Exhibit 99.2 Third-Quarter 2022 Detailed Supplemental Information 2021 2022 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD $ Millions, Except as Indicated CONSOLIDATED INCOME STATEMENT Revenues and Other Income Sales and other operating revenues 9,826 9,556 11,326 15,120 45,828 17,762 21,161 21,013 59,936 Equity in earnings of affiliates 122 139 239 332 832 426 524 561 1,5

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): September 14, 2022 (September 13, 2022) ConocoPhillips (Exact name of registrant as specified in its charter) Delaware 001-32395 01-0562944 (State or other jurisdiction of incorporati

Sept. 13, 2022

Exhibit 99.1 925 North Eldridge Parkway Houston, TX 77079-1175 Media Relations: 281-293-1149 www.conocophillips.com/media NEWS RELEASE Sept. 13, 2022 ConocoPhillips Appoints Dennis V. Arriola to its Board of Directors HOUSTON ? ConocoPhillips (NYSE: COP) today announced that its board of directors has elected Mr. Dennis V. Arriola to serve as a board member. Mr. Arriola has spent more than 28 year

CONOCOPHILLIPS COMPANY Offers to Exchange the Registered Notes Set Forth Below Registered Under the Securities Act of 1933, as amended for Any and All Outstanding Restricted Notes Set Forth Opposite the Corresponding Registered Notes

TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(3)? ?Registration Statement No. 333-266960? CONOCOPHILLIPS COMPANY Offers to Exchange the Registered Notes Set Forth Below Registered Under the Securities Act of 1933, as amended for Any and All Outstanding Restricted Notes Set Forth Opposite the Corresponding Registered Notes ? REGISTERED NOTES ? ? RESTRICTED NOTES ? ? $1,770,231,000 4.025% Notes d

[SIGNATURE PAGE FOLLOWS]

CORRESP 1 filename1.htm ConocoPhillips 925 N. Eldridge Parkway Houston, Texas 77079 August 30, 2022 VIA EDGAR Mr. Arthur Tornabene-Zalas Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Re: ConocoPhillips and ConocoPhillips Company Registration Statement on Form S-4 (File Nos. 333-266960 and 333-266960-01) Request for Acceleration Dear Mr.

As filed with the Securities and Exchange Commission on August 18, 2022

S-4 1 tm2223380-1s4.htm S-4 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on August 18, 2022 Registration No. 333-        UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ConocoPhillips Company (Issuer) ConocoPhillips (Guarantor) (Exact name of Registrants as specified in their charters

Corrected Restated Certificate of Incorporation of ConocoPhillips Company, dated as of April 28, 2022.

Exhibit 3.3 CORRECTED RESTATED CERTIFICATE OF INCORPORATION OF CONOCOPHILLIPS COMPANY ConocoPhillips Company (the "Corporation"), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify: 1. The name of the Corporation is ConocoPhillips Company. 2. The Restated Certificate of Incorporation of ConocoPhillips Company was fi

Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon Trust Company, N.A., as trustee under the Indenture dated as of December 7, 2012.

Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ? THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (Exact name of trustee as specified in its charter) (Ju

[Letterhead of ConocoPhillips]

CORRESP 1 filename1.htm [Letterhead of ConocoPhillips] August 18, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: ConocoPhillips and ConocoPhillips Company Registration Statement on Form S-4 Filed on August 18, 2022 Ladies and Gentlemen: Reference is made to the above-referenced Registration Statement on Form S-4

Form of Letter of Transmittal.

EX-99.1 7 tm2223380d2ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 CONOCOPHILLIPS COMPANY LETTER OF TRANSMITTAL OFFERS TO EXCHANGE $1,770,231,000 AGGREGATE PRINCIPAL AMOUNT OF ITS 4.025% NOTES DUE 2062, THE ISSUANCE OF WHICH HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, FOR AN EQUAL PRINCIPAL AMOUNT OF 4.025% NOTES DUE 2062 AND $784,636,000 AGGREGATE PRINCIPAL AMOUNT OF ITS 3.758% NOTES

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) ConocoPhillips Company ConocoPhillips (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to Be Paid Debt 4.

ConocoPhillips Reports Second-Quarter 2022 Results; Announces Increase in Planned 2022 Return of Capital to $15 Billion and Declares Quarterly Dividend and Variable Return of Cash Distribution

Exhibit 99.1 ConocoPhillips Reports Second-Quarter 2022 Results; Announces Increase in Planned 2022 Return of Capital to $15 Billion and Declares Quarterly Dividend and Variable Return of Cash Distribution HOUSTON-(BUSINESS WIRE)-August 4, 2022-ConocoPhillips (NYSE: COP) today reported second-quarter 2022 earnings of $5.1 billion, or $3.96 per share, compared with second-quarter 2021 earnings of $

Letter agreement with Timothy A. Leach, dated April 28, 2022.

Exhibit 10.1 Ryan M. Lance Chairman and Chief Executive Officer 925 N. Eldridge Parkway Houston, TX 77079 April 28, 2022 Timothy A. Leach 600 West Illinois Avenue Midland, TX 79701 Dear Tim, I am pleased to inform you of the terms of your continued employment, effective as of May 1, 2022 (the ?Effective Date?). This offer is contingent upon execution of this letter (?Letter Agreement?) and executi

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 4, 2022 ConocoPhillips (Exact name of registrant as specified in its charter) Delaware 001-32395 01-0562944 (State or other jurisdiction of (Commission (I.R.S. Employer incorpo

2021

Exhibit 99.2 Second-Quarter 2022 Detailed Supplemental Information 2021 2022 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD $ Millions, Except as Indicated CONSOLIDATED INCOME STATEMENT Revenues and Other Income Sales and other operating revenues 9,826 9,556 11,326 15,120 45,828 17,762 21,161 38,923 Equity in earnings of affiliates 122 139 239 332 832 426 524 950 Gain on d

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-32395 ConocoPhil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K

11-K 1 d293308d11k.htm 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-32395

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 12, 2022 (May 10, 2022) ConocoPhillips (Exact name of registrant as specified in its charter) Delaware 001-32395 01-0562944 (State or other jurisdiction of incorporation) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-32395 ConocoPhi

ConocoPhillips Reports First-Quarter 2022 Results; Announces Increase in Planned 2022 Return of Capital to $10 Billion and Declares Quarterly Dividend and Variable Return of Cash Distribution

EX-99.1 2 a52707191ex991.htm EXHIBIT 99.1 Exhibit 99.1 ConocoPhillips Reports First-Quarter 2022 Results; Announces Increase in Planned 2022 Return of Capital to $10 Billion and Declares Quarterly Dividend and Variable Return of Cash Distribution HOUSTON-(BUSINESS WIRE)-May 5, 2022-ConocoPhillips (NYSE: COP) today reported first-quarter 2022 earnings of $5.8 billion, or $4.39 per share, compared w

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 5, 2022 ConocoPhillips (Exact name of registrant as specified in its charter) Delaware 001-32395 01-0562944 (State or other jurisdiction of (Commission (I.R.S. Employer incorporat

SECURITIES & EXCHANGE COMMISSION WASHINGTON, D.C. 20549 NOTICE OF EXEMPT SOLICITATION

PX14A6G 1 form.htm SECURITIES & EXCHANGE COMMISSION WASHINGTON, D.C. 20549 NOTICE OF EXEMPT SOLICITATION NAME OF REGISTRANT: ConocoPhillips (the “Company”) NAME OF PERSON RELYING ON EXEMPTION: Hermes Investment Management Limited (“HIML”) ADDRESS OF PERSON RELYING ON EXEMPTION: Sixth Floor, 150 Cheapside, London EC2V 6ET Written materials are submitted pursuant to Rule 14a-6(g)(1) promulgated unde

2021

Exhibit 99.2 First-Quarter 2022 Detailed Supplemental Information 2021 2022 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD $ Millions, Except as Indicated CONSOLIDATED INCOME STATEMENT Revenues and Other Income Sales and other operating revenues 9,826 9,556 11,326 15,120 45,828 17,762 - - - 17,762 Equity in earnings of affiliates 122 139 239 332 832 426 - - - 426 Gain on d

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Exhibit 99.1 925 North Eldridge Parkway Houston, TX 77079 Media Relations: 281-293-1149 www.conocophillips.com/media NEWS RELEASE May 2, 2022 ConocoPhillips Announces Executive Leadership Changes Houston ? ConocoPhillips (NYSE: COP) today announced that Tim Leach, previously executive vice president, Lower 48, has become advisor to the chief executive officer, effective May 1, 2022. In addition to

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 2, 2022 (April 28, 2022) ConocoPhillips (Exact name of registrant as specified in its charter) Delaware 001-32395 01-0562944 (State or other jurisdiction of incorporation) (Commis

Notice of Exempt Solicitation

Notice of Exempt Solicitation Registrant: ConocoPhillips Name of Person Relying on the Exemption: Follow This Address of Person Relying on Exemption: Anthony Fokkerweg 61 1059 CP Amsterdam Written materials are submitted pursuant to Rule 14a-6(g)(1) promulgated under the Securities Exchange Act of 1934 Submission is not required of the filer under the terms of the Rule but is made voluntary April 20, 2022 Dear ConocoPhillips Shareholders, We are writing to urge you to VOTE ?FOR? Item 7 on the proxy card, asking the Company to adopt medium- and long-term greenhouse gas reduction targets.

Notice Of Exempt Solicitation: (VOLUNTARY SUBMISSION)

Notice Of Exempt Solicitation: (VOLUNTARY SUBMISSION) NAME OF REGISTRANT: ConocoPhillips NAME OF PERSON RELYING ON EXEMPTION: Majority Action ADDRESS OF PERSON RELYING ON EXEMPTION: PO Box 4831, Silver Spring, MD 20914 Written materials are submitted pursuant to Rule 14a-6(g)(1) promulgated under the Securities Exchange Act of 1934.

Offers to Exchange the Notes Set Forth Below Registered Under the Securities Act of 1933, as amended, for Any and All Outstanding Restricted Notes Set Forth Opposite the Corresponding Registered Notes

424B3 1 tm225479-7424b3.htm 424B3 TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(3)  Registration Statement No. 333-262829 CONOCOPHILLIPS Offers to Exchange the Notes Set Forth Below Registered Under the Securities Act of 1933, as amended, for Any and All Outstanding Restricted Notes Set Forth Opposite the Corresponding Registered Notes REGISTERED NOTES RESTRICTED NOTES $187,547,000 3.750% Senio

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ConocoPhillips 925 N. Eldridge Parkway Houston, Texas 77079 April 4, 2022 VIA EDGAR Mr. Arthur Tornabene-Zalas Division of Corporation Finance Office of Energy & Transportation U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: ConocoPhillips Registration Statement on Form S-4; File No. 333-262829 Request for Acceleration Dear Mr. Tornabene-Zalas: In accordance wit

As filed with the Securities and Exchange Commission on March 31, 2022

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on March 31, 2022 Registration No.

Form of Letter of Transmittal.

Exhibit 99.1 CONOCOPHILLIPS LETTER OF TRANSMITTAL OFFER TO EXCHANGE $187,547,000 PRINCIPAL AMOUNT OF ITS 3.750% NOTES DUE 2027, THE ISSUANCE OF WHICH HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, FOR AN EQUAL PRINCIPAL AMOUNT OF 3.750% NOTES DUE 2027 $210,665,000 PRINCIPAL AMOUNT OF ITS 4.300% NOTES DUE 2028, THE ISSUANCE OF WHICH HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF

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ConocoPhillips 925 N. Eldridge Parkway Houston, Texas 77079 March 29, 2022 VIA EDGAR Mr. Arthur Tornabene-Zalas Division of Corporation Finance Office of Energy & Transportation U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: ConocoPhillips Registration Statement on Form S-4; File No. 333-262829 Withdrawal of Request for Acceleration Dear Mr. Tornabene-Zalas: Re

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A 1 cop3949151-defa14a.htm DEFINITIVE ADDITIONAL PROXY SOLICITING MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confi

DEFINITIVE PROXY STATEMENT

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CORRESP 1 filename1.htm ConocoPhillips 925 N. Eldridge Parkway Houston, Texas 77079 March 28, 2022 VIA EDGAR Mr. Arthur Tornabene-Zalas Division of Corporation Finance Office of Energy & Transportation U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: ConocoPhillips Registration Statement on Form S-4; File No. 333-262829 Request for Acceleration Dear Mr. Tornabene

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 22, 2022 ConocoPhillips (Exact Name of Registrant as Specified in its Charter) Delaware 001-32395 01-0562944 (State or other jurisdiction of incorporation) (Commission File Numb

Acceptance Priority

Exhibit 99.1 925 North Eldridge Parkway Houston, TX 77079 Media Relations: 281-293-1149 www.conocophillips.com/media NEWS RELEASE March 22, 2022 ConocoPhillips Announces Expiration and Final Results of Debt Exchange Offers HOUSTON ? ConocoPhillips (NYSE: COP) (?COP?) announced today the expiration and final results of its two pools of Exchange Offers as detailed below. COP and certain of its subsi

Registration Rights Agreement, dated as of March 11, 2022, by and among ConocoPhillips Company, ConocoPhillips, Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC, TD Securities (USA) LLC, BofA Securities, Inc., Credit Suisse Securities (USA) LLC, HSBC Securities (USA) Inc., MUFG Securities Americas Inc., SMBC Nikko Securities America, Inc., Wells Fargo Securities, LLC, Barclays Capital Inc., BBVA Securities Inc., DNB Markets, Inc., Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, Standard Chartered Bank and U.S. Bancorp Investments, Inc.

Exhibit 4.5 REGISTRATION RIGHTS AGREEMENT EXECUTION VERSION This REGISTRATION RIGHTS AGREEMENT, dated March 11, 2022 (this ?Agreement?), is entered into by and among ConocoPhillips Company, a Delaware corporation (the ?Company?), ConocoPhillips, a Delaware corporation (the ?Guarantor? and, together with the Company, the ?Company Parties?), and Citigroup Global Markets Inc., J.P. Morgan Securities

First Supplemental Indenture, dated as of March 11, 2022, by and among ConocoPhillips Company, ConocoPhillips and The Bank of New York Mellon Trust Company, N.A.

Exhibit 4.2 Execution Version FIRST SUPPLEMENTAL INDENTURE This FIRST SUPPLEMENTAL INDENTURE, dated as of March 11, 2022 (this ?Supplemental Indenture?), is by and among CONOCOPHILLIPS COMPANY, a Delaware corporation (the ?Company?), CONOCOPHILLIPS, a Delaware corporation (the ?Guarantor?), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as trustee (the ?Trustee?). RECITALS WHEREAS, the Compa

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 11, 2022 ConocoPhillips (Exact Name of Registrant as Specified in its Charter) Delaware 001-32395 01-0562944 (State or other jurisdiction of incorporation) (Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ? Filed by the Registrant ? Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14

Terms Agreement (including the provisions of the Underwriting Agreement incorporated by reference in the Terms Agreement), dated February 22, 2022, among ConocoPhillips Company, ConocoPhillips and the several Underwriters named in Schedule A to the Terms Agreement.

EX-1.1 2 tm228505d1ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 [EXECUTION VERSION] ConocoPhillips Company Debt Securities fully and unconditionally guaranteed by ConocoPhillips UNDERWRITING AGREEMENT 1. Introductory. ConocoPhillips, a Delaware corporation (the “Company”), and ConocoPhillips Company, a Delaware corporation and a wholly owned subsidiary of the Company (the “Issuer”), propose that the Issuer w

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Exhibit 99.1 925 North Eldridge Parkway Houston, TX 77079 Media Relations: 281-293-1149 www.conocophillips.com/media March 8, 2022 ConocoPhillips Announces Upsizing and Early Results of Cash Tender Offer HOUSTON ? ConocoPhillips (NYSE: COP) (?COP?) announced today the early results of the previously announced tender offer (the ?Tender Offer?) of ConocoPhillips and its wholly-owned subsidiary, Conc

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Exhibit 99.3 925 North Eldridge Parkway Houston, TX 77079 Media Relations: 281-293-1149 www.conocophillips.com/media NEWS RELEASE March 8, 2022 ConocoPhillips Announces Early Results of Debt Exchange Offers HOUSTON ? ConocoPhillips (NYSE: COP) (?COP?) announced today the early results of its two pools of Exchange Offers as detailed below. COP and certain of its subsidiaries have offered to exchang

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 8, 2022 ConocoPhillips (Exact Name of Registrant as Specified in its Charter) Delaware 001-32395 01-0562944 (State or other jurisdiction of incorporation) (Commission File Numbe

Acceptance Priority

Exhibit 99.4 925 North Eldridge Parkway Houston, TX 77079 Media Relations: 281-293-1149 www.conocophillips.com/media NEWS RELEASE March 8, 2022 ConocoPhillips Announces Pricing Terms for Debt Exchange Offers HOUSTON ? ConocoPhillips (NYSE: COP) (?COP?) announced today the pricing terms with respect to its private offer to exchange (the ?Pool 1 Offer?) four series of notes issued by COP, ConocoPhil

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 8, 2022 ConocoPhillips (Exact Name of Registrant as Specified in its Charter) Delaware 001-32395 01-0562944 (State or other jurisdiction of incorporation) (Commission File Numbe

Form of the terms of the 2024 Notes, the 2025 Notes and the 2052 Notes, including the form of the 2024 Note, the 2025 Note and the 2052 Note.

EXHIBIT 4.2 CONOCOPHILLIPS COMPANY 2.125% Notes due 2024 2.400% Notes due 2025 3.800% Notes due 2052 Fully and Unconditionally Guaranteed by CONOCOPHILLIPS Three series of Securities are hereby established pursuant to Section 2.01 of the Indenture, dated as of December 7, 2012 (the ?Indenture?), among ConocoPhillips Company, as issuer (the ?Company?), ConocoPhillips, as guarantor (the ?Guarantor?)

Total Tender Offer Consideration (2)

Exhibit 99.2 925 North Eldridge Parkway Houston, TX 77079 Media Relations: 281-293-1149 www.conocophillips.com/media NEWS RELEASE March 8, 2022 ConocoPhillips Announces Pricing of Cash Tender Offer HOUSTON ? ConocoPhillips (NYSE: COP) (?COP?) announced today the pricing terms of the previously announced tender offer (the ?Tender Offer?) by ConocoPhillips and its wholly-owned subsidiary, Concho Res

You’ve Exceeded the SEC’s Traffic Limit

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables 424(b)(2) (Form Type) ConocoPhillips (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Debt 2.

$2,900,000,000 ConocoPhillips Company $900,000,000 2.125% Notes due 2024 $900,000,000 2.400% Notes due 2025 $1,100,000,000 3.800% Notes due 2052 fully and unconditionally guaranteed by

424B2 1 tm227160-3424b2.htm 424B2 TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(2)  Registration No. 333-240978 Prospectus Supplement (To Prospectus dated August 5, 2020) $2,900,000,000 ConocoPhillips Company $900,000,000 2.125% Notes due 2024 $900,000,000 2.400% Notes due 2025 $1,100,000,000 3.800% Notes due 2052 fully and unconditionally guaranteed by ConocoPhillips The 2024 notes will mature

PRICING TERM SHEET

FWP 1 tm227160d2fwp.htm FWP Filed Pursuant to Rule 433 Registration Statement Nos. 333-240978, 333-240978-01 February 22, 2022 PRICING TERM SHEET Issuer: ConocoPhillips Company Guarantor: ConocoPhillips Ratings*: A3 (Moody’s); A- (S&P); A (Fitch) Issue of Securities: 2.125% Notes due 2024 Principal Amount: $900,000,000 Coupon: 2.125% Interest Payment Dates: Semi-annually on March 8 and September 8

Acceptance Priority

Exhibit 99.2 925 North Eldridge Parkway Houston, TX 77079 Media Relations: 281-293-1149 www.conocophillips.com/media NEWS RELEASE February 22, 2022 ConocoPhillips Announces Debt Exchange Offers for up to $3.0 billion of Debt Securities HOUSTON ? ConocoPhillips (NYSE: COP) (?COP?) announced today that it is commencing a private offer to exchange (the ?Pool 1 Offer?) four series of notes issued by C

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 22, 2022 ConocoPhillips (Exact Name of Registrant as Specified in its Charter) Delaware 001-32395 01-0562944 (State or other jurisdiction of incorporation) (Commission File N

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Exhibit 99.3 925 North Eldridge Parkway Houston, TX 77079 Media Relations: 281-293-1149 www.conocophillips.com/media NEWS RELEASE February 22, 2022 ConocoPhillips Announces Transaction Details for Debt Exchange Offers for up to $3.0 billion of Debt Securities HOUSTON ? ConocoPhillips (NYSE: COP) (?COP?) announced today that it is commencing a private offer to exchange (the ?Pool 1 Offer?) four ser