COPConocoPhillips

We have conducted a limited review of your registration statement and have the following comment(s). Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.

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After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Registration Statement on Form S-4 filed June 25, 2024 Material U.S. Federal Income Tax Consequences of the Merger, page 112 We note that the tax opinions filed at Exhibits 8.1 and 8.2 express no opinion but state that the discussion set forth in the registration statement under the caption “Material U.S. Federal Income Tax Consequences of the Merger” is accurate in all material respects. Please revise your disclosure and have counsel revise their respective tax opinions to state clearly that the tax consequences discussed in this section are counsel’s opinion. A description of the law is not sufficient. Please also revise the registration statement to affirmatively describe the tax consequences of the Business Combination that will be, as opposed to what ConocoPhillips and Marathon Oil "intend." If there is uncertainty regarding the tax treatment of the transactions, counsel may issue a "should" or "more likely than not" opinion to make clear that the opinion is subject to a degree of uncertainty, and explain why it cannot give a firm opinion. See Item 601(b)(8) of Regulation S-K and refer to Section III of Staff Legal Bulletin No. 19. 1.

In response to the Staff’s comment, ConocoPhillips has filed, as Exhibits 8.1 and 8.2 to the Amended Registration Statement, revised tax opinions of Kirkland & Ellis LLP and Wachtell, Lipton, Rosen & Katz, respectively.

ConocoPhillips further respectfully advises the Staff that it has revised disclosures on pages 8, 23, and 114-115 of the Amended Registration Statement. Read in the reply ↗

We note that your discussion and analysis of the income statement is limited to providing a list of line items along with quantification of changes for each caption during 2023, and a few remarks indicating the primary reasons for the change.

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However, you neither disclose nor discuss any numerical measures of activity from the income statement, either on a consolidated or segment basis, other than net income or loss, a few details of the corporate and other segment measure on page 49, and exploration expense on page 42. We believe that you would need to substantively revise your disclosures to comply with Item 303(a) of Regulation S-K, which requires a discussion and analysis "of the financial statements" and describes the objective as "to provide material information relevant to an assessment of the financial condition and results of operations" with the expectation that such disclosures will allow investors to view the business from management's perspective. This guidance states that you should "focus specifically on material events and uncertainties known to management that are reasonably likely to cause reported financial information not to be necessarily indicative of future operating results or of future financial condition," and provide within your disclosures "descriptions and amounts of matters that have had a material impact on reported operations." We believe that disclosures of changes in line items should be accompanied by the corresponding measures of activity, including revenues and any costs and expenses that are material, to provide not only for an assessment of the periodic results and management's perspective, but also to provide context for the periodic changes, to clarify the significance of the change relative to the measures that are exhibiting the change. For example, we suggest including tabulations adjacent to your discussion and analyses of the consolidated results on page 41, and of the segment results on pages 44 through 48. Please submit the revisions that you propose to address the concerns outlined above and explain to us how you have considered the indicative value of the financial information reported on the various line items of your income statement in formulating your disclosures; and to the extent that you believe the activity is not relevant to an assessment of your results of operations, explain to us the rationale underlying your view.

As an independent exploration and production (“E&P”) company, we fundamentally operate a commodity business. The results of our operations and financial condition are generally correlated with market prices for crude oil and natural gas, and our production, which is materially equivalent to sales volumes. Therefore, the primary measures of activity for our results of operations, for any particular period, are production and changes in the market prices of produced commodities.

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To assist investors, and in compliance with Item 303(a) of Regulation S-K, which requires the disclosure of material information relevant to an assessment of our financial condition and results of operations, we provide both qualitative discussion of the impact of prices on the E&P industry broadly and on our business as well as tabular quantitative data concerning production volumes and sales prices both on a consolidated basis as well as for each of our segments, which we supplement with additional disclosure to understand changes over reported periods.

We discuss the overall E&P industry pricing environment in our Management’s Discussion and Analysis of Financial Condition and Results of Operations (the “MD&A”) of our

Annual Report on Form 10-K for the Fiscal Year Ended Decembrer 31, 2023 (the “10-K”) entitled “Business Environment and Executive Overview—Business Environment—Commodity Prices,” including material factors impacting the market prices and our realized prices for Brent crude oil and WTI crude oil, Henry Hub natural gas, bitumen and worldwide annual average prices for the year (see page 38). The MD&A consistently emphasizes the material uncertainty of commodity price levels in future fiscal periods, which we note “are subject to factors external to the company and over which we have no control.” The MD&A also shows how such uncertainty impacts management’s perspective on the business, as demonstrated through our foundational principles, which “consist of maintaining balance sheet strength, providing peer-leading distributions, making disciplined investments and demonstrating responsible and reliable ESG performance, all of which support strong financial returns and mitigate uncertainty associated with volatile commodity prices” (see page 36).

From management’s perspective, realized prices and production volumes for the period are the primary material activity drivers relevant to an assessment of our financial condition and result of operations. Therefore, in addition to our discussion of macroeconomic factors affecting the E&P industry, we also include detailed tabular disclosure of the primary activity factors in the “Results of Operations—Summary Operating Statistics” (see pages 42 and 44 through 48). These quantitative statistics provide the average daily production and average realized prices by type of commodity on a consolidated basis, for equity affiliates, and by segment for all periods presented. Providing this level of disaggregated quantitative information allows investors to view the business from management’s perspective pursuant to the objectives described in Item 303(a) of Regulation S-K, focusing on the dynamics and trends that are most indicative of our financial condition and results of operations.

To the extent measures of activity other than production and pricing factors are material to our results of operations, we separately disclose and discuss such factors impacting our consolidated financial statements on an income statement individual line-item basis. For example:

· We detail the year-over-year decrease in gain on dispositions of $849 million, quantifying the largest material driver of activity, and referencing the footnote with further detail regarding remaining activity. (Page 41.)

· We detail the year-over-year decrease in other income of $19 million, which as an Income Statement line item did not incur a material change, but did, however, have offsetting movements. In our explanation, we quantify that the primary driver was an absence of $251 million gain from the sale of our Cenovus Energy common shares from the prior year, offset by interest income, and provide a reference to a footnote with further information about our prior investment in Cenovus Energy. (Page 41.)

· We clarify that the year-over-year impairment in foreign currency transaction (gain) loss of $192 million was primarily due to a $112 million loss associated with forward contracts in support of our Surmont acquisition in 2023, and provide a reference to a footnote providing more information about that transaction including the forward contracts. (Page 41.)

· Similarly, we provide detail regarding the activity leading to the change in exploration expenses, providing additional tabular disclosure.

Exploration activity is not directly correlated to production activity or oil and gas market pricing dynamics, but we believe that inclusion of such disclosure enhances a reader’s understanding of our financial condition and results of operations. Furthermore, leasehold impairment and dry hole expenses reflect unfavorable impacts on future sales and other operating revenues. (Page 42.)

We purposefully discuss the above items in our year-over-year analysis, in part as they are material to our current financial condition and results of operations, but also because they are discrete items that are not necessarily indicative of future operating results and would be beneficial for an investor to understand.

To provide additional context for periodic results, we also provide discussion of results by segment, providing additional explanations for changes impacting net income. Segment results, except for Other International and Corporate and Other, follow the presentation of the production and pricing activity drivers described above.

We include tables displaying production and average sales price, disaggregated by product, for each segment. We confirm factors that correlate with the primary activity drivers (for example, under “—Net Income (Loss),” we describe negative impacts of higher DD&A expenses and higher production and operating expenses associated with higher production volumes). Providing additional detail from management’s perspective, we disclose under separate headings other material measures of activity that are significant to the segment’s results.

For example, in “—Canada—Surmont Acquisition,” we separately disclose and quantify the impacts of a material acquisition in the Canada segment, describing the impact on results through additional production volumes under “—Production” as well (see page 46). Similarly, in “Europe, Middle East and North Africa—Exploration Activity” we describe a $37 million expense attributable to a specific event for the period, the determination of a discovery well as a dry hole (see page 47).

We respectfully submit that the disclosure we provide in

MD&A as described above, including both quantitative and qualitative information at both a consolidated and disaggregated segment level, provides measures of activity and descriptions and amounts of matters that have materially impacted our reported operations for the period. The culmination of this information provides a thorough analysis and discussion of our financial statements as required by

Item 303(a) of Regulation S-K.

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We note that in discussing changes in the consolidated and segment results there are several instances in which you identify multiple reasons without quantifying the extent of change attributable to each item mentioned.

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For example, you state that the change in revenues is "primarily due to lower realized commodity prices partially offset by higher sales volumes," and that the increase in production and operating expenses is "due to increased well work activities and higher production volumes." Item 303(b) of Regulation S-K, requires that when financial statements reflect material changes in line items, including changes that offset one another within line items, the underlying reasons be described in quantitative and qualitative terms, which extends to segment information when necessary to an understanding of the business. The guidance in subparagraphs (b)(2)(i), (ii), and (iii) further clarifies that such disclosures should address any significant economic changes that materially affected income from continuing operations, including "significant components of revenues or expenses" that are material to an understanding of the results of operations, trends or uncertainties that have had or that are reasonably likely to have "a material impact on net sales or revenues," events that are reasonably likely to cause "a material change in the relationship between costs and revenues," and when there have been material changes in net sales or revenues, this guidance requires that you quantify the extent to which such changes are attributable to changes in volumes, and separately to changes in prices. identify the specific language within the revisions that you believe will address each requirement that is mentioned, such as the effects of significant economic changes on components of revenues and expenses, material changes in the relationships between costs and revenues, and your view of the apparent trends exhibited by the historical activity reported on the various line items of your income statement.

We focus our analysis of the results of operations specifically on known material events and uncertainties, including descriptions and amounts of matters that had a material impact on reported operations.

As noted in the preceding response, the nature of the oil and gas E&P business focuses this analysis on our production activities and sales volumes, as well as the impact of market pricing.

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By disclosing disaggregated production by type of commodity and realized prices by commodity, on consolidated, equity affiliate, and segment bases, investors are able to understand the variances attributable to production activity changes and pricing fluctuations individually for the periods presented.

Where material to an understanding of results, we have identified and discussed additional individual factors in the variance explanation of changes over reported periods. When these factors are described in addition to the price and production changes, the incremental change beyond the price and production variances are attributable to these factors. For example, under “Income Statement Analysis” on page 41, we explain the $687 million increase in production and operating expense is attributable to the additional production volumes, correlated proportionately to the production increases that have been disclosed and quantified, with the only additional notable factor being due to well work activities.

In many cases, we use the terms “primarily” or “partially offset by” to convey the causes of material changes from period to period in accordance with Item 303(b) of

Regulation S-K to enhance a reader’s understanding of certain line items from the results of operations. The absence of a quantification of individual named items covered by the terms “primarily” or “partially offset by” conveys the concept that no individual item needs to be quantified to assist the reader in understanding a variance between the two periods. Stated differently, we would not rely solely on the terms “primarily” or “partially offset by” if quantification were required to convey material information. For example, we explain the year-over-year increase in DD&A of $766 million, attributing this primarily to increases in DD&A rates, further commenting on reasons for rate revisions. The remaining change is attributed to higher overall production volumes, which are quantified as detailed in the preceding response. (Page 41.)

We acknowledge the Staff’s comments but respectfully submit that the disclosures in our 2023 Form 10-K are compliant with applicable SEC rules and interpretations, including Item 303 of Regulation S-K. However, we will continue to evaluate our compliance with these rules and interpretations in future filings as there are changes in our business.

An electronic version of this letter has been filed via EDGAR.

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We note your response to prior comments one and two, indicating that you believe no incremental discussion and analysis should be necessary because you operate a commodity business and have already provided a qualitative discussion of the pricing environment and reported average daily production volumes and average unit prices, which you regard as the relevant "primary material activity drivers." You indicate that

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such disaggregated quantitative information allows investors to view the business from management’s perspective, though do not explain why you believe that a discussion and analysis of annual revenues and annual production in an annual report would not also be essential or fundamental to the view, and material to an assessment of your results of operations. You do not explain why you believe the requirement for the discussion and analysis to be "of the financial statements" could accommodate a narrative that excludes key financial measures that are required to be reported in your financial statements under generally accepted accounting principles. With regard to the reasons for material changes in line items, you indicate that you are using the terms "primarily" or "partially offset by" when describing such reasons and that the absence of quantification "conveys the concept that no individual item needs to be quantified to assist the reader in understanding a variance." However, you have not explained how your concept on need reconciles to the requirement to describe such reasons in both quantitative and qualitative terms, nor shown how the concept has been applied in determining whether you would provide quantification. We continue to believe that substantial revisions will be necessary to address our prior comments, to include a discussion and analysis of the periodic activity that is reported in your financial statements for each period, and the total volumes of production underlying annual sales/revenues. We re-issue prior comments one and two.

We respectfully acknowledge the Staff’s comment. We believe the Management’s Discussion and Analysis of Financial Condition and Results of Operations (the “MD&A”) of our Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2023 (the “10-K”) complies with Item 303 of Regulation S-K. Our income statement analysis complies with Item 303(a) of Regulation S-K by describing the significant components of revenues that, in our judgment, are material to an understanding of our results of operations.

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Also, within the MD&A, we present tables displaying production volumes and sales prices both on a consolidated basis (on page 42) as well as for each of our segments

(on pages 44 – 48), which describe the extent to which changes in revenue are attributable to changes in prices or to changes in the volume of activity. We discuss the impact of prices on our business (on page 38) and changes in activity leading to material impacts on production volumes, organized by segment (on pages 44 – 48). Although the impact of changes in revenue are described in terms of earnings, this is in accordance with Instruction 2 to Item 303(b) of Regulation S-K: “If the reasons underlying a material change in one line item in the financial statements also relate to other line items, no repetition of such reasons in the discussion is required and a line-by-line analysis of the financial statements as a whole is neither required nor generally appropriate.”

This is also consistent with Instruction 3 to Item 303(b), which directs us not to duplicate disclosures already provided within the filing.

In discussing any additional material changes in our results of operations, we disclose material components of changes including material offsetting activity components. Identifying offsetting factors, and the direction of such offsetting factors, provides investors with a comprehensive understanding of variances across periods.

Notwithstanding our belief that our income statement analysis and disclosure is in compliance with Item 303(a) of Regulation S-K, in response to the Staff’s comment, and following our conversations with the Staff on May 6, 2024, and May 8, 2024, we propose to enhance in future periodic filings the presentation of certain information within the “Results of Operations” section of the MD&A through updates to the order and/or formatting of, or the inclusion of, certain financial information and operating statistics already presented elsewhere within our periodic reports

(or derived from such information).

These enhancements, based on the example of our 2023 10-K, include:

- Reordering the tables that provide consolidated production and realized price under the header “Summary Operating Statistics” currently on page 42 to the beginning of the “Results of Operations” section. This information will now precede our discussion and analysis of the consolidated income statement.

- Within the “Summary Operating Statistics” table, the addition of a line below “Total Production (MBOED)” titled “Total Production (MBOE)” stating the total annual production (the total implied by a product of extending the average annual daily production by days within the year, as currently presented within the table) to display consolidated production volumes on an absolute basis.

- Under the heading “Income Statement Analysis” the addition of a table displaying the amounts of the income statement items for the comparative periods

(repeated from the Consolidated Income Statement on page 75) to precede the narrative discussion and analysis we already provide.

- Reordering the table showing the summary of the company’s net income (loss) by business segment (currently on page 40) to follow the section titled

“Income Statement Analysis” with a note directing the reader to see the pages for further discussion of segment results leading into the discussion of segment results on the following pages.

- Within the tables for each segment under the title “Segment Results”

(pages 44 – 48):

o Before the presentation of segment “Net Income (Loss)” by year, the addition of lines showing the results of select components of net income (loss) for the segment by year, repeated or derived from financial data disclosed in “Note 24 – Segment Disclosures and

Related Information” (pages 131 – 133) or the “Supplementary Data

– Results of Operations” (pages 146 – 148), as applicable to the segment to facilitate comparison across annual periods. These would include, for example, sales and other operating revenues; production and operating expenses; depreciation, depletion and amortization and taxes other than income taxes.

o The addition of a line below “Total Production (MBOED)” titled “Total Production

(MBOE)” stating the segment’s total annual production (the total implied by a product of extending the average annual daily production by days within the year, as currently presented within the table) to display segment production volumes on an absolute basis.

In addition to adding supplemental tabular disclosures, to further supplement the analysis of annual revenues and the resulting impacts on results of operations, we propose to present in future periodic filings the amounts of changes in production volumes and realized prices in terms of impact on annual revenue, at both consolidated and segment levels. While these amounts can currently be computed from the tables we already provide in MD&A, we will additionally provide the quantified amounts in our narrative discussion and analysis. This presentation will also include the quantification of other reasons for changes in line items, where material.

To illustrate the quantification of changes in production volumes and realized prices in terms of impact on annual revenue, our MD&A disclosure in our future periodic filings will be consistent with the following example. The narrative below was reproduced and updated from the 2023 10-K MD&A that the Staff reviewed, under the heading “Results of Operations – Alaska – Net Income (Loss)” (page 44) to reflect the additional quantification of changes in terms of impact on annual revenue, as appropriate, in narrative form:

Net Income (Loss)

Alaska reported earnings of $1,778 million in 2023, compared with earnings of $2,352 million in 2022. Earnings decreases were driven by lower sales revenues resulting from lower realized crude oil prices of $866 million. Additional decreases include higher DD&A expenses of $88 million due to higher rates as a result of downward reserve revisions and higher production and operating expenses driven by higher transportation related costs of $35 million and well work activity of $27 million.

Partly offsetting the earnings decreases were lower taxes other than income taxes of $605 million due to lower realized crude oil prices.

This updated arrangement and presentation of the financial and operating data reflects our efforts to provide investors with a more streamlined view of the results of operations from management’s perspective.

As these are not material changes to our existing disclosures, but instead are enhancements consisting primarily of updates to formatting and ordering, and providing recalculation or repetition of existing information within our filings, we will incorporate them into future periodic filings beginning with the Quarterly Report on Form 10-Q for the quarterly period ending June 30, 2024. We will continue to evaluate our compliance with these rules and interpretations in future filings as there are changes in our business.

An electronic version of this letter has been filed via EDGAR.

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Expand the disclosure of the internal controls used in the preparation of the Company’s reserves estimates to include the qualifications of the technical person within DeGolyer and MacNaughton primarily responsible for overseeing the report included as Exhibit 99 to the Form 10-K for the fiscal year ended December 31, 2018. Refer to Item 1202(a)(7) of Regulation S-K.

Item

1202(a)(7) of Regulation S-K requires disclosure of the qualifications of the technical person primarily responsible for overseeing the preparation of the reserves estimates and, if the registrant represents that a third party conducted a reserves audit, disclosure of the qualifications of the technical person primarily responsible for overseeing such reserves audit is additionally required.

The technical person primarily responsible for overseeing the preparation of our reserves estimates is the Company’s Manager of Reserves

Compliance and Reporting.

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The qualifications of this individual are disclosed under the “Reserves Governance” section of our 2018 Form 10-K on page 154. Additionally, as also disclosed within this section on page 154, as well as in DeGolyer and MacNaughton’s (D&M) report included as Exhibit 99 to our 2018 Form 10-K, D&M performed a review of our processes and controls for preparing internal estimates of proved reserves. D&M did

Page not conduct an audit of our reserves. As such, we believe our disclosures comply with Item

1202(a)(7) of Regulation S-K.

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The disclosure on page 160 indicates the natural gas production figures used in the reconciliation of the changes in total proved reserves includes gas consumed in production operations. If the amount of natural gas production consumed in operations is material, expand your discussion to separately disclose the net quantities of such production so that the inconsistency with the gas production figures provided

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elsewhere in your filing is reconciled.

Natural gas production consumed in operations represents less than 5 percent of the company’s total production for each of 2018,

2017 and 2016. As the amount of natural gas production consumed in our operations is immaterial, we do not believe expanded disclosure is necessary. However, to the extent quantities of natural gas production consumed in operations become material, we will expand our disclosure in future filings. Read in the reply ↗

If the proved reserves disclosed in your filing include material amounts of natural gas consumed in operations, expand your disclosure to clarify the net amounts of such reserves. Refer to FASC ASC 932-235-50-10.

We believe we have complied with the requirements of FASB ASC 932-235-50-10 which requires disclosure of important economic factors or significant uncertainties affecting particular components of an entity’s proved reserves (e.g. unusually high expected development or lifting costs, the necessity to build a major pipeline or other major facilities before production of the reserves can begin, and contractual obligations to produce and sell a significant portion of reserves at prices that are substantially below those at which the oil and gas could otherwise be sold in the absence of the

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contractual obligations).

As of

December 31, 2018, reserve volumes of natural gas consumed in operations comprised approximately 10 percent of our total proved reserves. That amount was less than 10 percent as of the end of 2017 and 2016. This gas is not actually sold, so we do not include it in our Standardized Measure of Discounted Future Net Cash Flows. We do not believe quantities of our natural gas consumed in operations represent either an important economic factor or significant uncertainty as described in FASB ASC 932-235-50-10. However, we acknowledge the Staff’s comment and in future filings, beginning with our

2019 Form 10-K, we will provide a footnote to our natural gas reserves table quantifying the amount of natural gas consumed in operations.

Reserve volumes include natural gas consumed in operations of 3,198 billion, 2,844 billion and 2,946 billion cubic feet as of December 31, 2018, 2017 and 2016 respectively. These volumes are not included in the calculation of our Standardized Measure of Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserve Quantities.

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Your discussion of the changes that occurred due to revisions appears to indicate that the downward revisions due to changes in development timing were partially offset by positive changes due to higher prices. To the extent that two or more unrelated factors are combined to arrive at a change in the net quantities, your disclosure should separately identify and quantify each individual factor so that the change in

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net quantities of reserves between periods is fully explained. In particular, disclosure relating to revisions in previous estimates should identify such underlying factors as changes caused by commodity prices, well performance, improved recovery, uneconomic proved undeveloped locations or changes resulting from the removal of proved undeveloped locations due to changes in a previously adopted development plan. Refer to Item 1203(b) of Regulation S-K. This comment also applies to the comparable discussion, presented elsewhere in your filing, of the changes in net quantities of total proved reserves for each of the annual periods presented. Refer to FASB ASC 932-235-50-5.

Our disclosure includes a table on page 164 of our 2018 Form 10-K which quantifies the net changes in total proved undeveloped reserves for revisions, improved recovery, purchases, extensions and discoveries and sales as described in FASB ASC 932-235-50-5. Accompanying the table is narrative disclosure explaining changes for each of these items including specific identification of the significant underlying factors and geographic areas contributing to the change.

We believe our disclosures for proved undeveloped reserves are in compliance with Item 1203(b) of Regulation S-K when considering

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the totality of disclosures for total proved reserves on pages 155-164 and proved undeveloped reserves on pages 164-165. However, the Company acknowledges the Staff’s comment and respectfully proposes that in future annual reports on

Form 10-K, we will expand our disclosure to quantify individual factors, to the extent material to an understanding of changes in proved undeveloped reserves, if two or more unrelated factors are impacting a change in net quantities as illustrated in the disclosure below.

The 208 million BOE downward revisions consist of

227 million BOE mainly related to changes in development timing for specific well locations from the unconventional plays primarily in our Lower 48 segment partially offset by positive revisions of 19 million BOE primarily related to higher prices in Lower 48 as well as Alaska, Europe and APME.

With respect to discussion of changes in net quantities of total proved reserves for each annual period presented, we have provided the disclosures required by FASB ASC 932-235-50-5. If in the future we have two or more unrelated factors impacting a change in net quantities, to the extent material to an understanding of changes in net quantities, we will expand our disclosure to quantify those factors in future filings.

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Your disclosure indicates that you transferred a material amount of proved undeveloped reserves to developed reserves during the year. Expand your disclosure to include a discussion of the progress made during the year to convert proved undeveloped reserves to proved developed reserves. Refer to Item 1203(c) of Regulation S-K. Acreage at December 31, 2018, page 173

Item 1203(c) of Regulation S-K requires discussion of investments and progress made during the year to convert proved undeveloped reserves to proved developed reserves, including, but not limited to, capital expenditures.

With regard to development of proved undeveloped reserves during the year, we disclosed our costs incurred of $4.6 billion relating to the development of proved undeveloped reserves during 2018.

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Additionally, throughout the Business and Properties and

Management’s Discussion and Analysis of Result of Operations sections of our 2018 Form 10-K, we discuss progress made on development of assets during 2018 for the company overall as well as by geographic area. For example, we describe development progress related to our Lower 48 unconventionals—Eagle Ford, Bakken and Delaware, development programs in Europe and Alaska, and rampup of major projects in Asia Pacific. This represents the development of proved undeveloped reserves during 2018.

Given the totality of these disclosures, we believe we have complied with the requirements of Item 1203(c) of Regulation S-K. However, in future filings, beginning with our 2019 Form 10-K, we will include expanded discussion of development progress impacting the conversion of proved undeveloped reserves to proved developed reserves within our supplemental oil and gas related disclosures.

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Expand your disclosure to provide the expiration dates relating to material concentrations of your undeveloped acreage. Refer to Item 1208(b) of Regulation S-K.

We considered the requirements under Item 1208(b) of Regulation S-K in preparing our disclosures related to acreage on page 173 of our 2018 Form 10-K. Our acreage is spread across our geographic areas and is subject to multiple licenses and concessions, which are often renewable, with varying expiration terms.

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For example, our undeveloped acreage potentially subject to leasehold expiration over the next three years is approximately 1.3 million net acres, representing less than 6 percent of our total net undeveloped acreage held as of December 31, 2018, and with an estimated carrying value of less than 1 percent of our total assets

(approximately $70 billion at December 31, 2018). The 1.3 million net acres subject to potential expiration are spread across each of our seven disclosed geographic areas, with no one geographic area holding a material concentration with respect to these acres.

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Expand your disclosure to explain the circumstances supporting the disclosure of negative undiscounted future net cash flows for Alaska and Canada in the presentation of the standardized measure of discounted future net cash flows for the fiscal year ending December 31, 2016.

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Refer to the disclosure requirements under FASB ASC 932-235-5036 and the definition for proved reserves under Rule 4-10(a)(22) of Regulation S-X, respectively.

Undiscounted future net cash flows related to the proved oil and gas reserves disclosed for Alaska and Canada for the year ending

December 31, 2016, are negative due to the inclusion of asset retirement costs and certain indirect costs in the calculation of the standardized measure of discounted future net cash flows.

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These costs are not required to be included in the economic limit test for proved developed reserves as defined in Rule 4-10(a)(10) and 4-10(a)(20) of Regulation S-X.

Our estimates for Alaska and Canada meet the requirements for proved oil and gas reserves as defined under Rule

4-10(a)(22) of Regulation S-X because these reserves can be estimated with reasonable certainty to be economically producible. We acknowledge the Staff’s comment and to the extent we present negative undiscounted future net cash flows in the standardized measure of discounted future net cash flows in the future, we will expand our disclosure to explain the circumstances supporting those negative amounts.

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If the proved reserves disclosed in your filing include material amounts of natural gas consumed in operations, expand your disclosure to explain how these reserves were accounted for in the calculation of the standardized measure of discounted future net cash flows. Refer to FASB ASC 932-235-36.

Natural gas quantities consumed in our operations are not sold, therefore we exclude reserves associated with these amounts from our calculation of the standardized measure of discounted future net cash flows. Prospectively, we will clarify this in the disclosure proposed in conjunction with the Staff’s comment 3 above. Read in the reply ↗

The report prepared by the third party petroleum engineering firm does not appear to address all of the requirements pursuant to Item 1202(a)(8) of Regulation S-K. Please obtain and file revised reserves reports to address the following points. • The reserves report should state the purpose for which the report was prepared, e.g. for inclusion as an exhibit in a filing made with the U.S.

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Securities and Exchange Commission (Item 1202(a)(8)(i)). • The reserves report should include the date on which the report was completed (Item 1202(a)(8)(ii)). • The reserves report should include statement that the third party has used all methods and procedures as it considered necessary under the circumstances to prepare the report (Item 1202(a)(8)(viii)).

Item 1202(a)(8) of Regulation S-K stipulates that if a third party’s report relates to the preparation of or a reserves audit of, the registrant’s reserves estimates, then the report must include disclosures as listed in the Staff’s comment above. As described in our response to the Staff’s comment 1 above, D&M does not prepare nor conduct an audit of our reserves. Therefore, we believe D&M’s report, as filed, complies with the requirements pursuant to Item 1202(a)(8) of Regulation S-K.

An electronic version of this letter has been filed via EDGAR.

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In addition, we have provided courtesy copies by mail.

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