Item 3. LEGAL PROCEEDINGS

LEGAL PROCEEDINGS

The following is a description of reportable legal

proceedings, including those involving governmental

authorities under federal, state and local laws regulating

the discharge of materials into the environment

for

this reporting period.

The following proceedings include those

matters that arose during the fourth quarter of

2019, as well as matters previously reported in our

2018 Form 10-K and our first-, second- and third-quarter

2019 Form 10-Qs that were not resolved prior

to the fourth quarter of 2019.

Material developments to the

previously reported matters have been included

in the descriptions below.

While it is not possible to

accurately predict the final outcome of these pending

proceedings, if any one or more of such proceedings

were to be decided adversely to ConocoPhillips,

we expect there would be no material effect on our

consolidated financial position.

Nevertheless, such proceedings are reported pursuant

to SEC regulations.

On April 30, 2012, the separation of our downstream

business was completed, creating two independent

energy companies: ConocoPhillips and Phillips

In connection with the separation, we entered

into an

Indemnification and Release Agreement, which

provides for cross-indemnities between Phillips

66 and us and

established procedures for handling claims subject

to indemnification and related matters, such

as legal

proceedings.

We have included matters where we remain or have subsequently become

a party to a

proceeding relating to Phillips 66, in accordance

with SEC regulations.

We do not expect any of those matters

to result in a net claim against us.

Matters Previously Reported—Phillips 66

In May 2012, the Illinois Attorney General's

office filed and notified ConocoPhillips of a complaint with

respect to operations at the Phillips 66 WRB

Wood River Refinery alleging violations of the Illinois

groundwater standards and a third-party's

hazardous waste permit.

The complaint seeks remediation of area

groundwater; compliance with the hazardous waste

permit; enhanced pipeline and tank integrity measures;

additional spill reporting; and yet-to-be specified

amounts for fines and penalties.

Matters Previously Reported—ConocoPhillips

On June 28, 2018, the Texas Commission on Environmental Quality issued a Proposed

Agreed Order to

ConocoPhillips Company to resolve alleged violations

of the Texas Health & Safety Code and/or Commission

Rules occurring in 2015 through 2017 at a formerly

owned gas injection plant in Howard

County, Texas.

In

November of 2019, the company concluded

this matter by entering into an Agreed Order

with the agency and

paying an administrative penalty of $120,014.