Conocophillips S-3ASR, filed Jun 30, 2026

Conocophillips (COP)

S-3ASR 2026-06-30

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	ConocoPhillips ConocoPhillips Company			Delaware Delaware			01-0562944 73-0400345
	(Exact name of each registrant as specified in its charter)			(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification Number)

	Large accelerated filer ☒			Accelerated filer ☐
	Non-accelerated filer ☐			Smaller reporting company ☐ Emerging growth company ☐

	ConocoPhillips			ConocoPhillips			ConocoPhillips Company
	Subordinated Debt Securities Common Stock Preferred Stock Warrants Depositary Shares Stock Purchase Contracts or Units Prepaid Stock Purchase Contracts			Senior Debt Securities guaranteed as described in this prospectus by ConocoPhillips Company			Senior Debt Securities guaranteed as described in this prospectus by ConocoPhillips

	About this Prospectus					1
	About ConocoPhillips					1
	About ConocoPhillips Company					1
	Where You Can Find More Information					1
	Forward-Looking Information					3
	Risk Factors					5
	Use of Proceeds					5
	Description of Debt Securities					6
	Description of Capital Stock					18
	Description of Warrants					23
	Description of Depositary Shares					24
	Description of Stock Purchase Contracts and Stock Purchase Units					27
	Plan of Distribution					28
	Legal Matters					30
	Experts					30

	SEC registration fees					*
	Printing expenses					†
	Legal fees and expenses					†
	Accounting fees and expenses					†
	Fees and expenses of trustee and counsel					†
	Rating agency fees					†
	Miscellaneous					†
	Total					†

	Exhibit No.			Description
	3.1.1			Amended and Restated Certificate of Incorporation of ConocoPhillips (incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q of ConocoPhillips filed on July 30, 2008; SEC File No. 001-32395).
	3.1.2			Certificate of Designations of Series A Junior Participating Preferred Stock of ConocoPhillips (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K of ConocoPhillips filed on August 30, 2002; File No. 000-49987).
	3.2			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).
	3.3.1			Restated Certificate of Incorporation of ConocoPhillips Company (formerly known as Phillips Petroleum Company) (included as Exhibit A to the Certificate of Merger filed by Phillips Petroleum Company with the Secretary of State of the State of Delaware on August 30, 2002) (incorporated by reference to Exhibit 3.4.1 to Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 of ConocoPhillips, ConocoPhillips Company, ConocoPhillips Trust I and ConocoPhillips Trust II filed on December 4, 2012; Registration Nos. 333-179626, 333-179626-01, 333-179626-02 and 333-179626-03).
	3.3.2			Certificate of Amendment to the Restated Certificate of Incorporation of ConocoPhillips Company (formerly known as Phillips Petroleum Company) (incorporated by reference to Exhibit 3.4.2 to Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 of ConocoPhillips, ConocoPhillips Company, ConocoPhillips Trust I and ConocoPhillips Trust II filed on December 4, 2012; Registration Nos. 333-179626, 333-179626-01, 333-179626-02 and 333-179626-03).
	3.3.3			Corrected Restated Certificate of Incorporation of ConocoPhillips Company (formerly known as Phillips Petroleum Company) (incorporated by reference to Exhibit 3.3 to the Registration Statement on Form S-4 of ConocoPhillips Company and ConocoPhillips filed on August 18, 2022; Registration No. 333-266960).

	Exhibit No.			Description
	3.4			Bylaws of ConocoPhillips Company (incorporated by reference to Exhibit 3.5 to Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 of ConocoPhillips, ConocoPhillips Company, ConocoPhillips Trust I and ConocoPhillips Trust II filed on December 4, 2012; Registration Nos. 333-179626, 333-179626-01, 333-179626-02 and 333-179626-03).
	4.1			Indenture, dated as of October 9, 2002, among ConocoPhillips, as issuer, CPCo, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee, in respect of senior debt securities of ConocoPhillips (the “ConocoPhillips Senior Indenture”) (incorporated by reference to Exhibit 4.5 to the Registration Statement on Form S-3 of ConocoPhillips, ConocoPhillips Holding Company, CPCo, ConocoPhillips Trust I and ConocoPhillips Trust II filed on November 13, 2002; Registration Nos. 333-101187, 333-101187-01, 333-101187-02, 333-101187-03 and 333-101187-04).
	4.2			Form of Indenture between ConocoPhillips and The Bank of New York Mellon Trust Company, N.A., as trustee, in respect of subordinated debt securities of ConocoPhillips (the “ConocoPhillips Subordinated Indenture”) (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-3 of ConocoPhillips and ConocoPhillips Company filed on October 6, 2017; Registration Nos. 333-220845 and 333-220845-01).
	4.3			Indenture, dated as of December 7, 2012, among ConocoPhillips Company, as issuer, ConocoPhillips, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee, in respect of senior debt securities of ConocoPhillips Company (the “CPCo Senior Indenture”) (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of ConocoPhillips filed on December 7, 2012; SEC File No. 001-32395).
	4.4			Specimen certificate representing common stock, par value $0.01 per share, of ConocoPhillips (incorporated by reference to Exhibit 4.1 to the Joint Proxy Statement/Prospectus included in Registration Statement on Form S-4 of ConocoPhillips filed with the SEC on December 7, 2001; Registration No. 333-74798).
	5.1			Opinion of King & Spalding LLP.
	22			Subsidiary Guarantors of Guaranteed Securities.
	23.1			Consent of Ernst & Young LLP.
	23.2			Consent of DeGolyer and MacNaughton.
	23.3			Consent of King & Spalding LLP (contained in Exhibit 5.1).
	24.1			Powers of Attorney of directors and officers of ConocoPhillips (included on the signature page of the Registration Statement).
	24.2			Powers of Attorney of directors and officers of ConocoPhillips Company (included on the signature page of the Registration Statement).
	25.1			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.
	25.2			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.
	25.3			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.
	107			Calculation of Filing Fee Table.

	Signature			Title
	/s/ Ryan M. Lance Ryan M. Lance			Chairman of the Board of Directors, President and Chief Executive Officer (Principal Executive Officer)
	/s/ Andrew M. O’Brien Andrew M. O’Brien			Executive Vice President, Strategy, Commercial and Chief Financial Officer (Principal Financial Officer)
	/s/ Kontessa S. Haynes-Welsh Kontessa S. Haynes-Welsh			Vice President, Finance and Controller (Principal Accounting Officer)
	/s/ Dennis V. Arriola Dennis V. Arriola			Director

	Signature			Title
	/s/ Nelda J. Connors Nelda J. Connors			Director
	/s/ Gay Huey Evans Gay Huey Evans			Director
	/s/ Jeffrey A. Joerres Jeffrey A. Joerres			Director
	/s/ Timothy A. Leach Timothy A. Leach			Director
	/s/ Kathleen A. McGinty Kathleen A. McGinty			Director
	/s/ William H. McRaven William H. McRaven			Director
	/s/ Sharmila Mulligan Sharmila Mulligan			Director
	/s/ Arjun N. Murti Arjun N. Murti			Director
	/s/ Robert A. Niblock Robert A. Niblock			Director
	/s/ David T. Seaton David T. Seaton			Director
	/s/ R.A. Walker R.A. Walker			Director

Outstanding Securities	ConocoPhillips	ConocoPhillips Company	Burlington Resources LLC
7.8% Debentures due 2027	G	I
4.4% Notes due 2027	G	I
3.75% Notes due 2027	I	G
4.3% Notes due 2028	I	G
7.0% Debentures due 2029	G	I
6.95% Notes due 2029	G	I
5.3% Notes due 2029	G	I
8.125% Notes due 2030	G	I
4.7% Notes due 2030	G	I
2.4% Notes due 2031	I	G
6.8% Notes due 2032	G	I
5.9% Notes due 2032	I	G
4.85% Notes due 2032	G	I
5.05% Notes due 2033	G	I
5.7% Notes due 2034	G	I
4.15% Notes due 2034	G	I
5.0% Notes due 2035	G	I
5.95% Notes due 2036	G	G	I
6.6% Notes due 2037	G	I
5.9% Notes due 2038	I	G
6.5% Notes due 2039	I	G
3.758% Notes due 2042	G	I
4.3% Notes due 2044	G	I
5.2% Notes due 2045	G	I
5.95% Notes due 2046	G	I
7.9% Debentures due 2047	G	I
4.875% Notes due 2047	I	G
4.85% Notes due 2048	I	G
3.8% Notes due 2052	G	I
5.3% Notes due 2053	G	I
5.55% Notes due 2054	G	I
5.5% Notes due 2055	G	I
4.025% Notes due 2062	G	I
5.7% Notes due 2063	G	I
5.65% Notes due 2065	G	I

	Very truly yours,

	/s/ DeGolyer and MacNaughton

	DeGOLYER and MacNAUGHTON
	Texas Registered Engineering Firm F-716

Name	Address
Comptroller of the Currency United States Department of the Treasury	Washington, DC 20219
Federal Reserve Bank	San Francisco, CA 94105
Federal Deposit Insurance Corporation	Washington, DC 20429

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

By:	/s/ Peggy Guel
	Name:	Peggy Guel
	Title:	Vice President

	Dollar amounts in thousands
ASSETS

Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		42,494
Interest-bearing balances		262,835
Securities:
Held-to-maturity securities		0
Available-for-sale debt securities		99,817
Equity securities with readily determinable fair values not held for trading		0
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices		0
Securities purchased under agreements to resell		0
Loans and lease financing receivables:
Loans and leases held for sale		0
Loans and leases held for investment		0
LESS: Allowance for credit losses on loans and leases		0
Loans and leases held for investment, net of allowance		0
Trading assets		0
Premises and fixed assets (including right-of-use assets)		12,469
Other real estate owned		0
Investments in unconsolidated subsidiaries and associated companies		0
Direct and indirect investments in real estate ventures		0
Intangible assets		856,313
Other assets		117,808

Total assets	$	1,391,736

LIABILITIES

Deposits:
In domestic offices					1,071
Noninterest-bearing					1,071
Interest-bearing					0

Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices					0
Securities sold under agreements to repurchase					0
Trading liabilities					0
Other borrowed money:
(includes mortgage indebtedness)					0
Not applicable
Not applicable
Subordinated notes and debentures					0
Other liabilities					277,214
Total liabilities					278,285
Not applicable

EQUITY CAPITAL

Perpetual preferred stock and related surplus					0
Common stock					1,000
Surplus (exclude all surplus related to preferred stock)					108,610
Not available
Retained earnings					1,003,856
Accumulated other comprehensive income					-15
Other equity capital components					0
Not available
Total bank equity capital					1,113,451
Noncontrolling (minority) interests in consolidated subsidiaries					0
Total equity capital					1,113,451
Total liabilities and equity capital					1,391,736

Delaware (State or other jurisdiction of incorporation or organization)	01-0562944 (I.R.S. employer identification no.)
925 N. Eldridge Parkway Houston, Texas (Address of principal executive offices)	77079 (Zip code)