Item 7.01. Regulation FD Disclosure.
On September 20, 2021, ConocoPhillips issued a
press release announcing, among other things, the execution of the Purchase Agreement. A copy of the press release is furnished with this
Current Report on Form 8-K as Exhibit 99.1.
The information furnished pursuant to this Item
7.01, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, and will not be incorporated by reference into any registration statement filed by ConocoPhillips under
the Securities Act of 1933, as amended, unless specifically identified as being incorporated therein.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking
statements within the meaning of the federal securities laws. Forward-looking statements relate to future events, plans and anticipated
results of operations, business strategies, and other aspects of ConocoPhillips’ operations or operating results. Words and phrases
such as “anticipate," “estimate,” “believe,” “budget,” “continue,” “could,”
“intend,” “may,” “plan,” “potential,” “predict," “seek,” “should,”
“will,” “would,” “expect,” “objective,” “projection,” “forecast,”
“goal,” “guidance,” “outlook,” “effort,” “target” and other similar words
can be used to identify forward-looking statements. However, the absence of these words does not mean that the statements are not forward-looking.
Where, in any forward-looking statement, ConocoPhillips expresses an expectation or belief as to future results, such expectation or belief
is expressed in good faith and believed to be reasonable at the time such forward-looking statement is made. However, these statements
are not guarantees of future performance and involve certain risks, uncertainties and other factors beyond ConocoPhillips’ control.
Therefore, actual outcomes and results may differ materially from what is expressed or forecast in the forward-looking statements.
The following important factors and
uncertainties, among others, could cause actual results or events to differ materially from those described in these forward-looking
statements: the impact of public health crises, including pandemics (such as COVID-19) and epidemics and any related company or
government policies or actions; global and regional changes in the demand, supply, prices, differentials or other market conditions
affecting oil and gas, including changes resulting from a public health crisis or from the imposition or lifting of crude oil
production quotas or other actions that might be imposed by OPEC and other producing countries and the resulting company or
third-party actions in response to such changes; changes in commodity prices, including a prolonged decline in these prices relative
to historical or future expected levels; changes in expected levels of oil and gas reserves or production; potential failures or
delays in achieving expected reserve or production levels from existing and future oil and gas developments, including due to
operating hazards, drilling risks or unsuccessful exploratory activities; unexpected cost increases or technical difficulties in
constructing, maintaining or modifying company facilities; legislative and regulatory initiatives addressing global climate change
or other environmental concerns; investment in and development of competing or alternative energy sources; disruptions or
interruptions impacting the transportation for ConocoPhillips’ oil and gas production; international monetary conditions and
exchange rate fluctuations; changes in international trade relationships, including the imposition of trade restrictions or tariffs
on any materials or products (such as aluminum and steel) used in the operation of ConocoPhillips’ business;
ConocoPhillips’ ability to collect payments when due under ConocoPhillips’ settlement agreement with PDVSA;
ConocoPhillips’ ability to collect payments from the government of Venezuela as ordered by the ICSID; ConocoPhillips’
ability to liquidate the common stock issued to ConocoPhillips by Cenovus Energy Inc. at prices ConocoPhillips deem acceptable, or
at all; ConocoPhillips’ ability to complete the Acquisition or any announced or any future dispositions or acquisitions on
time, if at all; the possibility that regulatory approvals for the Acquisition or any announced or any future dispositions or
acquisitions will not be received on a timely basis, if at all, or that such approvals may require modification to the terms of the
transactions or ConocoPhillips’ remaining business; business disruptions during or following the Acquisition or any other
announced or any future dispositions or acquisitions, including the diversion of management time and attention; the ability to
deploy net proceeds from ConocoPhillips’ announced or any future dispositions in the manner and timeframe ConocoPhillips
currently anticipates, if at all; potential liability for remedial actions under existing or future environmental regulations;
potential liability resulting from pending or future litigation, including litigation related to ConocoPhillips’ transaction
with Concho Resources Inc. (“Concho”); the impact of competition and consolidation in the oil and gas industry;
limited access to capital or significantly higher cost of capital related to illiquidity or uncertainty in the domestic or
international financial markets; general domestic and international economic and political conditions; the ability to successfully
integrate the Assets or achieve the anticipated benefits from the Acquisition; the ability to successfully integrate the operations
of Concho with ConocoPhillips’ operations and achieve the anticipated benefits from the transaction; unanticipated
difficulties or expenditures relating to the Acquisition or the Concho transaction; changes in fiscal regime or tax, environmental
and other laws applicable to ConocoPhillips’ business; and disruptions resulting from extraordinary weather events, civil
unrest, war, terrorism or a cyber attack; and other economic, business, competitive and/or regulatory factors affecting
ConocoPhillips’ business generally as set forth in ConocoPhillips’ filings with the SEC. While the list of factors
presented here is considered representative, no such list should be considered to be a complete statement of all potential risks and
uncertainties. For additional information about other factors that could cause actual results to differ materially from those
described in the forward-looking statements, please refer to ConocoPhillips’ periodic reports and other filings with the SEC,
including the risk factors contained in ConocoPhillips’ most recent Quarterly Reports on Form 10-Q and Annual Reports on Form
10-K. Forward-looking statements represent management’s current expectations and are inherently uncertain and are made only as
of the date hereof. Unless legally required, ConocoPhillips expressly disclaims any obligation to update any forward-looking
statements, whether as a result of new information, future events or otherwise.