康菲石油美股招股说明书(2025-05-16版)

CONOCOPHILLIPS COMPANY Offers to Exchange the Registered Notes Set Forth BelowRegistered Under the Securities Act of 1933, as amendedforAny and All Outstanding Restricted NotesSet Forth Opposite the Corresponding Registered Notes RESTRICTED NOTES Principal Terms of the Exchange Offers These are offers (the “exchange offers”) by ConocoPhillips Company, a Delaware corporation (“CPCo,” or the “Company”), a wholly owned subsidiary ofConocoPhillips, a Delaware corporation (“COP” or the “Guarantor”), to exchange an equal principal amount of the respective series of 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, in each case fully andunconditionally guaranteed by the Guarantor (collectively, the “Registered Notes”), for the outstanding unregistered Restricted Notes (as defined below), theoffers of which have been registered under the Securities Act of 1933, as amended (the “Securities Act”). CPCo issued the unregistered 4.400% Notes due 2027 (CUSIP Nos. 20826F BP0 and U19476 AC1) (the “Restricted 2027 Notes”), 5.300% Notes due 2029(CUSIP Nos. 20826F BQ8 and U19476 AD9) (the “Restricted 2029 Notes”), 6.800% Notes due 2032 (CUSIP Nos. 20826F BR6 and U19476 AE7) (the“Restricted 2032 Notes”), 5.700% Notes due 2034 (CUSIP Nos. 20826F BS4 and U19476 AF4) (the “Restricted 2034 Notes”), 6.600% Notes due 2037 (CUSIPNos. 20826F BT2 and U19476 AG2) (the “Restricted 2037 Notes”) and 5.200% Notes due 2045 (CUSIP Nos. 20826FBU9 and U19476 AH0) (the “Restricted2045 Notes”), in each case fully and unconditionally guaranteed by the Guarantor (collectively, the “Restricted Notes”), in December2024 in several privateoffers pursuant to which such notes were exchanged for notes issued by Marathon Oil Corporation (“Marathon”). Each of the exchange offers expire at 5:00p.m., New York City time, on June 16, 2025, unless the Company extends one or more offers. You maywithdraw tenders of Restricted Notes at any time prior to the expiration of the relevant exchange offer. The exchange offers are not subject to any conditionother than that they will not violate applicable law or interpretations of the staff of the Securities and Exchange Commission (the “SEC”) and no action orproceeding has been instituted or threatened in any court or by any governmental agency with respect to the exchange offers. The exchange offers are notconditioned upon any minimum aggregate principal amount of Restricted Notes being tendered for exchange. Neither exchange offer is conditioned on theconsummation of the other exchange offer. Principal Terms of the Registered Notes The terms of the Registered Notes to be issued in the exchange offers are substantially identical in all material respects to the terms of the RestrictedNotes, except that the Registered Notes will not be subject to restrictions on transfer or to any increase in annual interest rate for failure to comply with theRegistration Rights Agreement (as defined herein). No public market currently exists for the Restricted Notes. We do not intend to list the Registered Notes onany securities exchange or to apply for quotation in any automated dealer quotation system, and, therefore, no active public market is anticipated. The Registered Notes, like the Restricted Notes, will constitute senior unsecured debt of the Company and will rank equally with each other series of notesand with the Company’s other senior unsecured debt from time to time outstanding; senior to its subordinated debt from time to time outstanding; and effectivelyjunior to its secured debt and to all debt and other liabilities of its subsidiaries from time to time outstanding. The Guarantor’s guarantees will rank equally withall of its other unsecured and unsubordinated debt from time to time outstanding. Each broker-dealer that receives Registered Notes for its own account pursuant to the exchange offers must acknowledge that it will deliver a prospectus inconnection with any resale of such Registered Notes. The letter of transmittal states that, by so acknowledging and by delivering a prospectus, a broker-dealer will notbe deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Registered Notesreceived in exchange for Restricted Notes that were acquired by such broker-dealer as a result of market-making or other trading activities. The Company and COPhave agreed that, for a period of up to 180days after the expiration time of the applicable exchange offer, if requested by one or more such broker-dealers, theCompany and COP will amend or supplement this prospectus in order to expedite or facilitate the disposition of any Registered Notes by any such broker-dealers. See“Plan of Distribution.” None of the SEC, any state securities commission or other regulatory agency has