filings.toolsConocoPhillips 10-K 2020-12-31
Filed 2021-02-16. 18 sections, 612K characters. Original on sec.gov · Markdown · JSON
Cover and table of contents
2020
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
10-K
(Mark One)
[
X
]
ANNUAL REPORT PURSUANT
TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended
December 31, 2020
OR
[
]
TRANSITION REPORT PURSUANT
TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
to
Commission file number:
001-32395
ConocoPhillips
(Exact name of registrant as specified in its
charter)
Delaware
01-0562944
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)
925 N. Eldridge Parkway
Houston
,
TX
77079
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including
area code:
-
293-1000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading symbols
Name of each exchange on which registered
Common Stock, $.01 Par Value
COP
New York Stock Exchange
7% Debentures due 2029
CUSIP—718507BK1
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
[x]
Yes
[ ] No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
[ ] Yes
[x]
No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days. [x]
Yes
[ ] No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit such files).
[x]
Yes
[ ] No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller
reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
[x]
Accelerated filer [
]
Non-accelerated filer [
]
Smaller reporting company
[
]
Emerging
growth company
[
]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [
]
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the
effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b))
by the registered public accounting firm that prepared or issued its audit report. [
x
]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). [
] Yes
[x]
No
The aggregate market value of common stock held by non-affiliates of the registrant on June 30, 2020, the last business day of the
registrant’s most recently completed second fiscal quarter, based on the closing price on that date of $42.02, was $
45.1
billion.
The registrant had
1,354,734,727
shares of common stock outstanding at January 31, 2021.
Documents incorporated by reference:
Portions of the Proxy Statement for the Annual Meeting of Stockholders to be held on May 11, 2021 (Part III)
TABLE OF CONTENTS
Page
Commonly Used Abbreviations……………………………………………………………………….
Item
PART
I
1 and 2.
Business and Properties
......................................................................................................
Corporate Structure
........................................................................................................
Segment and Geographic Information
...........................................................................
Alaska
.......................................................................................................................
Lower 48
...................................................................................................................
Canada ......................................................................................................................
Europe, Middle East and North Africa
.....................................................................
Asia Pacific
...............................................................................................................
Other International
....................................................................................................
Competition ...................................................................................................................
Human Capital Management .........................................................................................
General
...........................................................................................................................
1A.
Risk Factors
........................................................................................................................
1B.
Unresolved Staff Comments
...............................................................................................
Legal Proceedings
...............................................................................................................
Mine Safety Disclosures
.....................................................................................................
Information About our Executive Officers
.........................................................................
PART
II
Market for Registrant’s Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities
............................................................................
Management’s Discussion and Analysis of Financial Condition and
Results of Operations
.....................................................................................................
7A.
Quantitative and Qualitative Disclosures
About Market Risk
............................................
Financial Statements and Supplementary
Data
...................................................................
Changes in and Disagreements with Accountants
on Accounting and
Financial Disclosure
.......................................................................................................
9A.
Controls and Procedures
.....................................................................................................
9B.
Other Information
...............................................................................................................
PART
III
Directors, Executive Officers and Corporate Governance
..................................................
Executive Compensation
....................................................................................................
Security Ownership of Certain Beneficial Owners
and Management and
Related Stockholder Matters
..........................................................................................
Certain Relationships and Related Transactions, and Director
Independence....................
Principal Accounting Fees and Services
.............................................................................
PART
IV
Exhibits, Financial Statement Schedules
...............................................
Showing the first 8K of 78K characters. Open the full section
Item 1A. RISK FACTORS
You
should carefully consider the following risk
factors in addition to the other information
included in this
Annual Report on Form 10-K.
These risk factors are not the only risks
we face.
Our business could also be
affected by additional risks and uncertainties not currently
known to us or that we currently consider to be
immaterial.
If any of these risks or other risks that are yet unknown
were to occur, our business, operating
results and financial condition, as well as the
value of an investment in our common stock
could be adversely
affected.
Risks Related to Our Industry
We have been negatively affected and may continue to be negatively affected by the prolonged drop in
commodity prices that began in early 2020.
The oil and gas business is fundamentally a commodity
business and our revenues, operating results
and future
rate of growth are highly dependent on the prices
we receive for crude oil, bitumen, natural gas,
NGLs and
LNG.
Such prices can fluctuate widely depending upon
global events or conditions that affect supply and
demand, most of which are out of our control.
Since early 2020, there has been a precipitous
decrease in
demand for oil globally, largely caused by the dramatic decrease in travel and commerce
resulting from the
COVID-19 pandemic.
See Item 7. Management’s Discussion and Analysis of Financial
Condition and Results
of Operations, for additional information
on commodity prices and how we have been
impacted.
There is no
assurance of when or if commodity prices will
return to pre-COVID-19 levels,
and if they do return to pre-
COVID levels, how long they will remain at those
levels.
The speed and extent of any recovery remains
uncertain and is subject to various risk factors,
including the duration, impact and actions taken
to stem the
proliferation of the COVID-19 pandemic, the extent
to which those nations party to the OPEC
plus production
agreement decide to increase production of crude
oil, bitumen, natural gas and NGLs and other factors
described herein.
Even after a recovery, our industry will continue to be exposed to the
effects of changing
commodity prices given the volatility
in commodity price drivers and the worldwide political
and economic
environment generally, as well as continued uncertainty caused by armed hostilities
in various oil-producing
regions around the globe.
Lower crude oil, bitumen, natural gas, NGL and
LNG prices may have a material adverse effect on our
revenues, earnings, cash flows and liquidity, and may also affect the amount of dividends
we elect to declare
and pay on our common stock.
As a result of the oil market downturn that
began in early 2020, we suspended
our share repurchase program.
Lower prices may also limit the amount of reserves
we can produce
economically, thus adversely affecting our proved reserves and reserve replacement ratio
and accelerating the
reduction in our existing reserve levels as we continue
production from upstream fields.
Prolonged depressed
crude oil prices may affect certain decisions related to
our operations, including decisions to reduce
capital
investments or curtail operated production.
Significant reductions in crude oil, bitumen, natural
gas, NGLs and LNG prices could also
require us to reduce
our capital expenditures, impair the carrying value
of our assets or discontinue the classification
of certain
assets as proved reserves.
In 2020, we recognized several impairments,
which are described in Note 7—
Suspended Wells and Exploration Expenses and Note 8—Impairments, in the Notes
to Consolidated Financial
Statements,
due to changes in assumptions for commodity
prices and development plans.
If the outlook for
commodity prices remains low relative to historic
levels, and as we continue to optimize our investments
and
exercise capital flexibility, it is reasonably likely we will incur future impairments
to long-lived assets used in
operations, investments in nonconsolidated entities
accounted for under the equity method and unproved
properties.
If oil and gas prices persist at depressed levels,
our reserve estimates may decrease further, which
could incrementally increase the rate used to determine
DD&A expense on our unit-of-production method
properties.
See Item 7. Management’s Discussion and Analysis for further examination
of DD&A rate impacts
versus comparative periods.
Although it is not reasonably practicable to quantify
the impact of any future
impairments or estimated change to our unit-of-production
rates at this time, our results of operations could
be
adversely affected as a result.
Our business has been, and will continue to
be, adversely affected by the coronavirus (COVID-19)
pandemic.
The COVID-19 pandemic and the measures put
in place to address it have negatively impacted
the global
economy, disrupted global supply chains, reduced global demand for oil
and gas, and created significant
volatility and disruption of financial and commodity
markets.
According to the National Bureau of Economic
Research, as a result of the pandemic and its broad
reach across the entire economy, the U.S. entered a
recession in early 2020 and the timing, pace and extent
of the recovery is still unknown.
Public health officials
have recommended or mandated certain precautions
to mitigate the spread of COVID-19, including limiting
non-essential gatherings of people, ceasing all
non-essential travel and issuing “social or
physical distancing”
guidelines, “shelter-in-place” orders and mandatory
closures or reductions in capacity for non-essential
businesses.
Although some of these limitations and mandates
have been relaxed in certain jurisdictions,
others
have been reinstated in areas that have experienced
a resurgence of COVID-19 cases.
In addition, despite
approval of vaccines to immunize against
COVID-19, the speed at which such vaccinations
will be available to
the public,
the public’s willingness to be inoculated and the effectiveness of the vaccine
(including to variants)
still remain unknown.
As a result, the full impact of the COVID-19
pandemic remains uncertain and will
depend on the severity, location and duration of the effects and spread of the disease,
the effectiveness and
duration of actions taken by authorities to contain
the virus or treat its effect, the availability and effectiveness
of vaccines or other treatments, and how quickly
and to what extent economic conditions improve.
We have already been impacted by the COVID-19 pandemic.
See Item 7. Management’s Discussion and
Analysis of Financial Condition and Results of
Operations, for additional information on how we have
been
impacted and the steps we have taken in response.
Our business is likely to continue to be further
negatively impacted by the COVID-19
pandemic.
These
impacts could include but are not limited
to:
●
Continued reduced demand
for our products as a result of prolonged reductions
in travel and
commerce,
even if restrictions are lifted;
●
Disruptions in our supply chain due in part to scrutiny
or embargoing of shipments from infected areas
or invocation of force majeure clauses in commercial
contracts due to restrictions imposed as a result
of the global response to the pandemic;
●
Failure of third parties on which we rely, including our suppliers, contract
manufacturers, contractors,
joint venture partners and external business partners,
to meet their obligations to the company, or
significant disruptions in their ability to
do so, which may be caused by their own financial
or
operational difficulties or restrictions imposed in
response to the disease outbreak;
●
Reduced workforce productivity caused by, but not limited to, illness, travel
restrictions, quarantine,
or government mandates;
●
Business interruptions resulting from a portion
of our workforce continuing to telecommute,
as well as
the implementation and maintenance of protections
for employees commuting for work, such as
personnel screenings and self-quarantines before or
after travel; and
●
Voluntary
or involuntary curtailments to support oil prices
or alleviate storage shortages for our
products.
Any of these factors, or other cascading effects of the
COVID-19 pandemic that are not currently foreseeable,
could materially increase our costs, negatively impact
our revenues and damage our financial condition,
results
of operations, cash flows and liquidity position.
Despite the rollout of vaccines, the pandemic
continues to
progress and evolve, and the full extent and duration
of any such impacts cannot be predicted
at this time
because of the sweeping impact of the COVID-19 pandemic
on daily life around the world and a lack of
certainty as to if or when conditions will return
to pre-COVID levels.
Unless we successfully add to our existing proved
reserves, our future crude oil, bitumen,
natural gas and
NGL production will decline, resulting in an
adverse impact to our business.
The rate of production from upstream fields
generally declines as reserves are depleted.
If we do not conduct
successful exploration and development activities,
or, through engineering studies, optimize production
performance or identify additional or secondary
recovery reserves, our proved reserves
will decline materially
as we produce crude oil, bitumen, natural gas and
NGLs, and our business will experience reduced cash
flows
and results of operations.
Any cash conservation efforts we may undertake as a result
of commodity price
declines may further limit our ability to replace
depleted reserves.
The exploration and production of oil and gas
is a highly competitive industry.
The exploration and production of crude oil,
bitumen, natural gas and NGLs is a highly
competitive business.
We compete with private, public and state-owned companies in all facets of the
exploration and production
business, including to locate and obtain new
sources of supply and to produce crude oil,
bitumen, natural gas
and NGLs in an efficient, cost-effective manner.
Some of our competitors are larger and have greater
resources than we do or may be willing to incur a
higher level of risk than we are willing to
incur to obtain
potential sources of supply.
In addition, we may be at a competitive disadvantage
when competing with state-
owned companies if they are motivated by political
or other factors in making their business decisions,
with
less emphasis on financial returns.
If we are not successful in our competition for
new reserves, our financial
condition and results of operations may be adversely
affected.
Any material change in the factors and assumptions
underlying our estimates of crude oil, bitumen,
natural
gas and NGL reserves could impair the quantity
and value of those reserves.
Our proved reserve information included in this annual
report represents management’s best estimates based
on assumptions, as of a specified date, of the volumes
to be recovered from underground accumulations of
crude oil, bitumen, natural gas and NGLs.
Such volumes cannot be directly measured
and the estimates and
underlying assumptions used by management are
subject to substantial risk and uncertainty.
Any material
changes in the factors and assumptions underlying
our estimates of these items could result
in a material
negative impact to the volume of reserves reported
or could cause us to incur impairment expenses
on property
associated with the production of those reserves.
Future reserve revisions could also result
from changes in,
among other things, governmental regulation.
Our business may be adversely affected by price controls,
government-imposed limitations on production
of
crude oil, bitumen, natural gas and NGLs, or the
unavailability of adequate gathering, processing,
compression, transportation, and pipeline
facilities and equipment for our production
of crude oil, bitumen,
natural gas and NGLs.
As discussed herein, our operations are subject
to extensive governmental regulations.
From time to time,
regulatory agencies have imposed price controls
and limitations on production by restricting
the rate of flow of
crude oil, bitumen, natural gas and NGL wells
below actual production capacity.
Because legal requirements
are frequently changed and subject to interpretation,
we cannot predict whether future restrictions
on our
business may be enacted or become applicable to
us.
Our ability to sell and deliver the crude oil, bitumen,
natural gas, NGLs and LNG that we produce
also
depends on the availability, proximity, and capacity of gathering, processing, compression, transportation
and
pipeline facilities and equipment, as well as any necessary
diluents to prepare our crude oil, bitumen, natural
gas, NGLs and LNG for transport.
The facilities, equipment and diluents we rely
on may be temporarily
unavailable to us due to market conditions, extreme
weather events, regulatory reasons, mechanical
reasons or
other factors or conditions, many of which are
beyond our control.
In addition, in certain newer plays, the
capacity of necessary facilities, equipment and diluents
may not be sufficient to accommodate production
from
existing and new wells, and construction and permitting
delays, permitting costs and regulatory or other
constraints could limit or delay the construction,
manufacture or other acquisition of new facilities
and
equipment.
If any facilities, equipment or diluents, or
any of the transportation methods and channels
that we
rely on become unavailable for any period of time,
we may incur increased costs to transport
our crude oil,
bitumen, natural gas, NGLs and LNG for sale or
we may be forced to curtail our production
of crude oil,
bitumen, natural gas or NGLs.
Our investments in joint ventures decrease
our ability to manage risk.
We conduct many of our operations through joint ventures in which we may share
control with our joint
venture partners.
There is a risk our joint venture participants may
at any time have economic, business or
legal interests or goals that are inconsistent with
those of the joint venture or us, or our joint
venture partners
may be unable to meet their economic or other
obligations and we may be required to
fulfill those obligations
alone.
Failure by us, or an entity in which we have
a joint venture interest, to adequately manage
the risks
associated with any operations, acquisitions or
dispositions could have a material adverse effect on the
financial condition or results of operations of our
joint ventures and, in turn, our business and
operations.
Our operations present hazards and risks that
require significant and continuous oversight.
The scope and nature of our operations present
a variety of significant hazards and risks, including
operational
hazards and risks such as explosions, fires,
crude oil spills, severe weather, geological events, labor disputes,
armed hostilities, terrorist attacks, sabotage, civil
unrest or cyber attacks.
Our operations may also be
adversely affected by unavailability, interruptions or accidents involving services
or infrastructure required to
develop, produce, process or transport our production,
such as contract labor, drilling rigs, pipelines, railcars,
tankers, barges or other infrastructure.
Our operations are subject to the additional hazards
of pollution,
releases of toxic gas and other environmental hazards
and risks.
Offshore activities may pose incrementally
greater risks because of complex subsurface
conditions such as higher reservoir pressures,
water depths and
metocean conditions.
All such hazards could result in loss of human
life, significant property and equipment
damage, environmental pollution, impairment
of operations, substantial losses to us and damage to
our
reputation.
Further, our business and operations may be disrupted if
we do not respond, or are perceived not to
respond, in an appropriate manner to any of these hazards
and risks or any other major crisis or if
we are
unable to efficiently restore or replace affected operational
components and capacity.
Legal and Regulatory Risks
We expect to continue to incur substantial capital expenditures and operating
costs as a result of our
compliance with existing and future environmental
laws and regulations.
Our business is subject to numerous laws and regulations
relating to the protection of the environment, which
are expected to continue to have an increasing
impact on our operations.
For a description of the most
significant of these environmental laws and regulations,
see the “Contingencies—Environmental” and
“Contingencies—Climate Change” sections
of Management’s Discussion and Analysis of Financial Condition
and Results of Operations.
These laws and regulations continue to increase in
both number and complexity
and affect our operations with respect to, among other things:
●
Permits required in connection with exploration,
drilling, production and other activities, including
those issued by national, subnational, and local authorities;
●
The discharge of pollutants into the environment;
●
Emissions into the atmosphere, such as nitrogen
oxides, sulfur dioxide, mercury and GHG emissions;
●
Carbon taxes;
●
The handling, use, storage, transportation, disposal
and cleanup of hazardous materials and hazardous
and nonhazardous wastes;
●
The dismantlement, abandonment and restoration
of our properties and facilities at the end of
their
useful lives;
and
●
Exploration and production activities
in certain areas, such as offshore environments, arctic fields,
oil
sands reservoirs and unconventional plays.
We have incurred and will continue to incur substantial capital, operating and maintenance,
and remediation
expenditures as a result of these laws and regulations.
Any failure by us to comply with existing
or future
laws, regulations and other requirements could result
in administrative or civil penalties, criminal
fines, other
enforcement actions or third-party litigation
against us.
To the extent these expenditures, as with all costs, are
not ultimately reflected in the prices of our products
and services, our business, financial
condition, results of
operations and cash flows in future periods could
be materially adversely affected.
Existing and future laws, regulations and internal
initiatives relating to global climate change,
such as
limitations on GHG emissions, may impact or limit
our business plans, result in significant expenditures,
promote alternative uses of energy or reduce demand
for our products.
Continuing political and social attention to the
issue of global climate change has resulted in
both existing and
pending international agreements and national,
regional or local legislation and regulatory
measures to limit
GHG emissions, such as cap and trade regimes, carbon
taxes, restrictive permitting, increased fuel efficiency
standards and incentives or mandates for renewable
energy.
For example, in December 2015, the U.S. joined
the international community at the 21st Conference
of the Parties of the United Nations Framework
Convention on Climate Change in Paris that
prepared an agreement requiring member countries
to review and
represent a progression in their intended GHG
emission reduction goals every five years
beginning in 2020.
While the U.S. previously withdrew from the
Paris Agreement, the new administration
has recommitted the
United States to the Paris Agreement, and a significant
number of U.S. state and local governments
and major
corporations headquartered in the U.S. have also announced
their intention to satisfy these commitments.
In
addition, our operations continue in countries around
the world which are party to, and have not announced
an
intent to withdraw from, the Paris Agreement.
The implementation of current agreements
and regulatory
measures, as well as any future agreements or measures
addressing climate change and GHG emissions,
may
adversely impact the demand for our products,
impose taxes on our products or operations or
require us to
purchase emission credits or reduce emission of
GHGs from our operations.
As a result, we may experience
declines in commodity prices or incur substantial
capital expenditures and compliance, operating, maintenance
and remediation costs, any of which may have
an adverse effect on our business and results of operations.
In October 2020, we announced the adoption of a
Paris-aligned climate risk framework, whereby
we
committed to a reduction of our gross operated
(scope 1 and 2) emissions intensity, with an ambition to
achieve net zero by 2050 from operated emissions.
We also endorsed the World Bank Zero Routine Flaring by
2030 initiative, with an ambition to meet that
goal by 2025 and reaffirmed our commitment to advocate
for
reduction of scope 3 emissions intensity through
our support for a U.S. carbon price.
Compliance with, and
achievement of, climate change related internal initiatives
such as the foregoing may increase costs, require
us
to purchase emission credits, or limit or
impact our business plans, potentially resulting in the
reduction to the
economic end-of-field life of certain assets
and an impairment of the associated net book
value.
Increasing attention to global climate change has
also resulted in pressure upon stockholders,
financial
institutions and/or financial markets to modify
their relationships with oil and gas companies
and to limit
investments and/or funding to such companies.
For example, in 2019 Norway’s Government Pension Fund
announced it would reduce its investment exposure
to companies that explore for oil and gas,
and in 2020 a
number of major financial institutions
announced that they would no longer finance oil and
gas exploration
projects in the Arctic.
As public pressure continues to mount, our access to
capital on terms we find favorable
(if it is available at all) may be limited and our costs
may increase or our business and results
of operations
may be otherwise adversely affected.
Furthermore, increasing attention to global climate
change has resulted in an increased likelihood
of
governmental investigations and private litigation,
which could increase our costs or otherwise adversely
affect
our business.
Beginning in 2017, cities, counties, governments
and other entities in several states in the U.S.
have filed lawsuits against oil and gas companies,
including ConocoPhillips, seeking compensatory
damages
and equitable relief to abate alleged climate change
impacts.
Additional lawsuits with similar allegations
are
expected to be filed.
The amounts claimed by plaintiffs are unspecified
and the legal and factual issues
involved in these cases are unprecedented.
ConocoPhillips believes these lawsuits are factually
and legally
meritless and are an inappropriate vehicle to address
the challenges associated with climate
change and will
vigorously defend against such lawsuits.
The ultimate outcome and impact to us cannot
be predicted with
certainty, and we could incur substantial legal costs associated with defending
these and similar lawsuits in the
future.
In addition, although we design and operate our
business operations to accommodate expected
climatic
conditions, to the extent there are significant
changes in the earth’s climate, such as more severe or frequent
weather conditions in the markets where we operate
or the areas where our assets reside, we could
incur
increased expenses, our operations could be adversely
impacted, and demand for our products could fall.
For more information on legislation or precursors
for possible regulation relating to global climate
change that
affect or could affect our operations and a description of the company’s response, see the
“Contingencies—
Climate Change” section of Management’s Discussion and Analysis of
Financial Condition and Results of
Operations.
Domestic and worldwide political and economic
developments could damage our operations and materially
reduce our profitability and cash flows.
Actions of the U.S., state, local and foreign
governments, through sanctions, tax and other
legislation,
executive order and commercial restrictions,
could reduce our operating profitability both
in the U.S. and
abroad.
In certain locations, restrictions
on our operations; special taxes or tax assessments;
and payment
transparency regulations that could require us to
disclose competitively sensitive information
or might cause us
to violate non-disclosure laws
of other countries have been imposed or proposed
by governments or certain
interest groups.
For example, in 2020 a ballot initiative
known as the Fair Share Act was proposed in the
state
of Alaska, which, if enacted would have increased
the state’s share of production revenues and required
producers to publicly disclose additional financial
information.
Although ultimately defeated, similar
initiatives may be proposed and may be successful
in the future.
The change in control of Congress and the
White House because of the 2020 election increases
the possibility of the promulgation of more stringent
regulations of our operations and the enactment
of tax law changes that may adversely affect the fossil
fuel
industry.
In addition, the current administration
may use the Congressional Review Act to repeal
the
regulations finalized in the last five months of the
prior administration.
We also cannot rule out the possibility
of similar regulatory shifts and attendant cost and
market access implications in other international
jurisdictions.
One area subject to significant political
and regulatory activity is the use of hydraulic
fracturing, an essential
completion technique that facilitates production
of oil and natural gas otherwise trapped in lower
permeability
rock formations.
A range of local, state, federal and national laws
and regulations currently govern or, in some
hydraulic fracturing operations, prohibit hydraulic
fracturing in some jurisdictions.
Although hydraulic
fracturing has been conducted safely for many
decades, a number of new laws, regulations
and permitting
requirements are under consideration which could
result in increased costs, operating restrictions,
operational
delays or could limit the ability to develop oil and
natural gas resources.
Certain jurisdictions in which we
operate have adopted or are considering regulations
that could impose new or more stringent
permitting,
disclosure or other regulatory requirements on
hydraulic fracturing or other oil and natural
gas operations,
including subsurface water disposal.
On January 27, 2021, the new administration
signed an executive order
directing the Secretary of the Interior to stop
issuing new oil and gas leases on federal
lands, allowing time to
review and reset the Federal Government’s oil and gas leasing program.
Existing production and permits
already issued on Federal lands were not impacted
by this order.
If this temporary moratorium were to be
extended indefinitely, we believe we can mitigate the impact for a considerable
period of time with our current
permits and adjusting our development plans across
our diverse acreage position.
In addition, certain interest groups have also
proposed ballot initiatives and constitutional
amendments
designed to restrict oil and natural gas development
generally and hydraulic fracturing in particular.
In the
event that ballot initiatives, local, state,
or national restrictions or prohibitions are adopted
and result in more
stringent limitations on the production and development
of oil and natural gas in areas where we conduct
operations, we may incur significant costs to
comply with such requirements or may experience
delays or
curtailment in the permitting or pursuit of exploration,
development or production activities.
Such compliance
costs and delays, curtailments, limitations or
prohibitions could have a material adverse effect on our
business,
prospects, results of operations, financial condition
and liquidity.
The U.S. government can also prevent or restrict
us from doing business in foreign countries.
These
restrictions and those of foreign governments
have in the past limited our ability to
operate in, or gain access
to, opportunities in various countries.
Actions by host governments, such as the expropriation
of our oil assets
by the Venezuelan government, have affected operations significantly in the past and may continue to
do so in
the future.
Changes in domestic and international policies
and regulations may affect our ability to collect
payments such as those pertaining to the settlement
with PDVSA or the ICSID Award against the Government
of Venezuela; or to obtain or maintain permits, including those necessary for drilling and development
of wells
in various locations.
Similarly, the declaration of a “climate emergency” could result in actions to limit
exports of our products and other restrictions.
Local political and economic factors in international
markets could have a material adverse effect on us.
Approximately 48 percent of our hydrocarbon
production was derived from production outside
the U.S. in
2020, and 42 percent of our proved reserves, as
of December 31, 2020, were located outside
the U.S.
We are
subject to risks associated with operations in international
markets, including changes in foreign governmental
policies relating to crude oil, natural gas, bitumen,
NGLs or LNG pricing and taxation, other
political,
economic or diplomatic developments (including
the macro effects of international trade policies and
disputes), potentially disruptive geopolitical
conditions,
and international monetary and currency rate
fluctuations.
In addition, some countries where we operate
lack a fully independent judiciary system.
This,
coupled with changes in foreign law or policy, results in a lack of legal certainty
that exposes our operations to
increased risks, including increased difficulty in enforcing
our agreements in those jurisdictions and increased
risks of adverse actions by local government authorities,
such as expropriations.
Risks Related to Our Acquisition of Concho
Combining our business with Concho’s may be more difficult, costly or time-consuming
than expected and
we may fail to realize the anticipated benefits
of the Merger, which may adversely affect our business results
and negatively affect the value of our common stock.
Our acquisition of Concho (the Merger)
involved
the combination of two companies which, until
the
completion of the Merger,
operated
as independent public companies.
The success of the Merger will depend
on, among other things, the ability of our
two companies to combine our businesses in
a manner that adds
value to shareholders.
However, there can be no assurances that our respective businesses
can be integrated
successfully, and we will be required to devote significant management attention
and resources to the
integration process.
We must achieve the anticipated improvement in free cash flow generation and returns
and achieve the planned cost savings without adversely
affecting current revenues or compromising the
disciplined investment philosophy to maximize value
for shareholders.
There are a large number of processes, policies, procedures,
operations and technologies and systems that must
be integrated, and although we expect that the
elimination of duplicative costs, strategic
benefits, and
additional income, as well as the realization
of other efficiencies related to the integration of the business,
may
offset incremental transaction and Merger-related costs over time, we may
encounter difficulties in the
integration and any net benefit may not be achieved
in the near term or at all.
It is possible that the integration
process could take longer than originally anticipated
and could result in the loss of key employees;
the loss of
commercial and vendor partners;
the disruption of our ongoing businesses;
inconsistencies in standards,
controls, procedures and policies;
unexpected integration issues;
and higher than expected integration costs.
An inability to realize the full extent of the anticipated
benefits of the Merger and the other transactions
contemplated by the Merger Agreement, as well as any delays
encountered in the integration process, could
have an adverse effect upon the revenues, level of expenses
and operating results of ConocoPhillips, which
may adversely affect the value of our common stock.
The market value of our common stock could
decline if large amounts of our common
stock are sold now
that the Concho acquisition has been consummated.
We issued shares of ConocoPhillips common stock to former Concho stockholders.
Former Concho
stockholders may decide not to hold the shares
of ConocoPhillips common stock that they received
in the
Merger, and ConocoPhillips stockholders may decide to reduce their investment
in ConocoPhillips as a result
of the changes to ConocoPhillips’ investment
profile as a result of the Merger.
Other Concho stockholders,
such as funds with limitations on their permitted
holdings of stock in individual issuers, may
be required to sell
the shares of ConocoPhillips common stock that
they received in the Merger.
Such sales of ConocoPhillips
common stock could have the effect of depressing the
market price for ConocoPhillips common stock.
Other Risk Factors Facing our Business or
Operations
We may need additional capital in the future, and it may not be available on acceptable
terms or at all.
We have historically relied primarily upon cash generated by our operations to fund
our operations and
strategy; however, we have also relied from time to time on access to
the debt and equity capital markets for
funding.
There can be no assurance that additional debt
or equity financing will be available in the future
on
acceptable terms, or at all.
In addition, although we anticipate we
will be able to repay our existing
indebtedness when it matures or in accordance
with our stated plans, there can be no assurance
we will be able
to do so.
Our ability to obtain additional financing or refinance
our existing indebtedness when it matures
or in
accordance with our plans, will be subject
to a number of factors, including market conditions,
our operating
performance, investor sentiment and our ability
to incur additional debt in compliance with agreements
governing our then-outstanding debt.
If we are unable to generate sufficient funds from
operations or raise
additional capital for any reason, our business could
be adversely affected.
In addition, we are regularly evaluated by the major
rating agencies based on a number of factors,
including
our financial strength and conditions affecting the oil
and gas industry generally.
We and other industry
companies have had their ratings reduced in the
past due to negative commodity price outlooks.
Any
downgrade in our credit rating or announcement
that our credit rating is under review for possible
downgrade
could increase the cost associated with any additional
indebtedness we incur.
Our business may be adversely affected by deterioration
in the credit quality of, or defaults under our
contracts with, third parties with whom we do
business.
The operation of our business requires us to engage
in transactions with numerous counterparties
operating in a
variety of industries, including other companies
operating in the oil and gas industry.
These counterparties
may default on their obligations to us as a result
of operational failures or a lack of liquidity, or for other
reasons, including bankruptcy.
Market speculation about the credit quality
of these counterparties, or their
ability to continue performing on their existing obligations,
may also exacerbate any operational difficulties
or
liquidity issues they are experiencing, particularly
as it relates to other companies in the oil and gas industry
as
a result of the volatility in commodity prices.
Any default by any of our counterparties may
result in our
inability to perform our obligations under agreements
we have made with third parties or may otherwise
adversely affect our business or results of operations.
In addition, our rights against any of our counterparties
as a result of a default may not be adequate to
compensate us for the resulting harm caused
or may not be
enforceable at all in some circumstances.
We may also be forced to incur additional costs as we attempt to
enforce any rights we have against a defaulting
counterparty, which could further adversely impact our results
of operations.
In particular, in August 2018, we entered into a settlement
agreement with Petróleos de Venezuela, S.A.
(PDVSA) providing for the payment of approximately
$2 billion over a five-year period in connection
with an
arbitration award issued by the International
Chamber of Commerce (ICC) Tribunal in favor of ConocoPhillips
on a contractual dispute arising from Venezuela’s expropriation of our interests in the Petrozuata and Hamaca
heavy oil ventures and other pre-expropriation
fiscal measures.
We have collected approximately $0.8 billion
of the $2.0 billion settlement to date and PDVSA
has defaulted on its remaining payment obligations
under
this agreement.
We are therefore incurring additional costs as we seek to recover any unpaid amounts
under
the agreement.
Additionally, in March 2019, an ICSID arbitration tribunal issued an award
unanimously
ordering the government of Venezuela to pay ConocoPhillips approximately $8.7 billion in compensation
for
the government’s unlawful expropriation of the company’s investments in Venezuela in 2007.
ConocoPhillips
has filed requests for recognition of the award in several
jurisdictions.
On August 29, 2019, the ICSID tribunal
issued a decision rectifying the award and reducing
it by approximately $227 million.
The award now stands
at $8.5 billion plus interest.
The government of Venezuela is seeking annulment of the award before another
panel at ICSID and annulment proceedings
are underway.
No amounts have been collected as a result of this
award yet.
Our ability to declare and pay dividends and repurchase
shares is subject to certain considerations.
Dividends are authorized and determined by
our Board of Directors in its sole discretion
and depend upon a
number of factors, including:
●
Cash available for distribution;
●
Our results of operations and anticipated future
results of operations;
●
Our financial condition, especially in relation
to the anticipated future capital needs of our
properties;
●
The level of distributions paid by comparable companies;
●
Our operating expenses; and
●
Other factors our Board of Directors deems
relevant.
We expect to continue to pay quarterly dividends to our stockholders; however, our Board of Directors may
reduce our dividend or cease declaring dividends
at any time, including if it determines that
our net cash
provided by operating activities,
after deducting capital expenditures and investments,
are not sufficient to pay
our desired levels of dividends to our stockholders
or to pay dividends to our stockholders at all.
Additionally, as of December 31, 2020,
$14.5 billion of repurchase authority remained
of the $25 billion share
repurchase program our Board of Directors had
authorized.
Our share repurchase program does not
obligate us
to acquire a specific number of shares during any
period, and our decision to commence, discontinue
or resume
repurchases in any period will depend on the same
factors that our Board of Directors
may consider when
declaring dividends, among others.
In the past we have suspended our share repurchase
program in response
to market downturns, and we may do so again
in the future.
Any downward revision in the amount of dividends
we pay to stockholders or the number of shares
we
purchase under our share repurchase program could
have an adverse effect on the market price of our common
stock.
There are substantial risks with any acquisitions
or divestitures we may choose to undertake.
We regularly review our portfolio and pursue growth through acquisitions
and seek to divest non-core assets or
businesses.
We may not be able to complete these transactions on favorable terms, on
a timely basis, or at all.
Even if we do complete such
transactions, our cash flow from operations may be
adversely impacted or
otherwise the transactions
may not result in the benefits anticipated
due to various risks, including, but not
limited to (i) the failure of the acquired assets or
businesses to meet or exceed expected returns,
including risk
of impairment; (ii) difficulties in integrating the operations,
technologies, products and personnel of the
acquired assets or businesses; (iii) the inability
to dispose of non-core assets and businesses on satisfactory
terms and conditions; and (iv) the discovery of
unknown and unforeseen liabilities or
other issues related to
any acquisition for which contractual protections
are inadequate or we lack insurance or indemnities,
including
environmental liabilities, or with regard to divested
assets or businesses, claims by purchasers
to whom we
have provided contractual indemnification.
Our technologies, systems and networks may be subject
to cyber attacks.
Our business, like others within the oil and gas
industry, has become increasingly dependent on digital
technologies, some of which are managed by third-party
service providers on whom we rely to
help us collect,
host or process information.
Among other activities, we rely on digital technology
to estimate oil and gas
reserves, process and record financial and operating
data, analyze seismic and drilling information
and
communicate with employees and third-parties.
As a result, we face various cyber security
threats such as
attempts to gain unauthorized access to, or control
of, sensitive information about our operations
and our
employees, attempts to render our data or systems
(or those of third-parties with whom we do
business)
corrupted or unusable, threats to the security
of our facilities and infrastructure as well as
those of third-parties
with whom we do business and attempted cyber
terrorism.
In addition, computers control oil and gas production,
processing equipment and distribution
systems globally
and are necessary to deliver our production to market.
A disruption, failure, or a cyber breach of these
operating systems, or of the networks and infrastructure
on which they rely, many of which are not owned or
operated by us, could damage critical production,
distribution or storage assets, delay or prevent delivery
to
markets or make it difficult or impossible to accurately
account for production and settle transactions.
Although we have experienced occasional breaches
of our cyber security, none of these breaches have had a
material effect on our business, operations or reputation.
As cyber attacks continue to evolve, we must
continually expend additional resources to continue
to modify or enhance our protective measures
or to
investigate and remediate any vulnerabilities
detected.
Our implementation of various procedures
and controls
to monitor and mitigate security threats
and to increase security for our information, facilities
and
infrastructure may result in increased costs.
Despite our ongoing investments in security
resources, talent and
business practices, we are unable to assure that
any security measures will be effective.
If our systems and infrastructure were to be breached,
damaged or disrupted, we could be subject to serious
negative consequences, including disruption of
our operations, damage to our reputation,
a loss of counterparty
trust, reimbursement or other costs, increased compliance
costs, significant litigation exposure and legal
liability or regulatory fines, penalties or intervention.
Any of these could materially and adversely affect our
business, results of operations or financial condition.
Although we have business continuity plans in
place, our
operations may be adversely affected by significant and
widespread disruption to our systems and
infrastructure that support our business.
While we continue to evolve and modify our
business continuity
plans, there can be no assurance that they will
be effective in avoiding disruption and business impacts.
Further, our insurance may not be adequate to compensate us
for all resulting losses, and the cost to obtain
adequate coverage may increase for us in the future.
Item 1B. UNRESOLVED STAFF COMMENTS
None.
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.
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.
Item 4. MINE SAFETY DISCLOSURES
MINE SAFETY DISCLOSURES
Not applicable.
INFORMATION ABOUT OUR EXECUTIVE OFFICERS
Name
Position Held
Age*
Catherine A. Brooks
Vice President and Controller
William L. Bullock, Jr.
Executive Vice President and Chief Financial Officer
Ellen R. DeSanctis
Senior Vice President, Corporate Relations
Matt J. Fox
Executive Vice President and Chief Operating Officer
Ryan M. Lance
Chairman of the Board of Directors and Chief Executive
Officer
Timothy A. Leach
Executive Vice President, Lower 48
Andrew D. Lundquist
Senior Vice President, Government Affairs
Dominic E. Macklon
Senior Vice President, Strategy, Exploration and Technology
Nicholas G. Olds
Senior Vice President, Global Operations
Kelly B. Rose
Senior Vice President, Legal, General Counsel
*On February 16, 2021.
There are no family relationships among any of the
officers named above.
Each officer of the company is
elected by the Board of Directors at its first
meeting after the Annual Meeting of Stockholders
and thereafter as
appropriate.
Each officer of the company holds office from the date of election
until the first meeting of the
directors held after the next Annual Meeting of
Stockholders or until a successor is elected.
The date of the
next annual meeting is May 11, 2021.
Set forth
below is information about the executive
officers.
Catherine A. Brooks
was appointed Vice President and Controller as of January 2019, having
previously
served as General Auditor since August 2018.
Prior to serving as General Auditor, she was Assistant
Controller from February 2016 to August 2018.
She became Manager, Finance & Performance Analysis in
April 2014 and served in that role until February
Ms. Brooks previously held the position
of Manager,
External Reporting from May 2010 to April
William L. Bullock, Jr.
was appointed Executive Vice President and Chief Financial Officer as of September
2020, having previously served as President,
Asia Pacific & Middle East since April 2015.
Prior to that, he
was Vice President, Corporate Planning & Development since May 2012.
Ellen R. DeSanctis
was appointed Senior Vice President, Corporate Relations as of January 2019,
having
previously served as Vice President, Investor Relations and Communications
since May 2012.
Prior to that,
she was employed by Petrohawk Energy Corp. where she
served as Senior Vice President, Corporate
Communications since 2010.
Matt J. Fox
was appointed Executive Vice President and Chief Operating Officer as of January 2019,
having
previously served as Executive Vice President, Strategy, Exploration and Technology since March 2016 and
Executive Vice President, Exploration and Production, from May 2012 to March
Prior to that, he was
employed by Nexen, Inc., where he served as
Executive Vice President, International since 2010.
Ryan M. Lance
was appointed Chairman of the Board of Directors
and Chief Executive Officer in May 2012,
having previously served as Senior Vice President, Exploration and Production—International
since May
Timothy A. Leach
was appointed Executive Vice President, Lower 48 in January 2021.
Prior to joining
ConocoPhillips, Mr. Leach served as Chairman and Chief Executive Officer of
Concho Resources Inc., from
its formation in February 2006, until its acquisition
by ConocoPhillips in January 2021.
Andrew D. Lundquist
was appointed Senior Vice President,
Government Affairs in February 2013.
Prior to
that, he served as managing partner of BlueWater Strategies LLC, since 2002.
Dominic E. Macklon
was appointed Senior Vice President, Strategy, Exploration and Technology as of
August 2020, having previously served as President,
Lower 48 since June 2018.
Prior to that, he served as
Vice President, Corporate Planning & Development since January 2017 and
President, U.K. from September
2015 to January 2017.
Mr. Macklon previously served as Senior Vice President, Oil Sands in Canada from
July 2012 to September 2015.
Nicholas G. Olds
was appointed Senior Vice President, Global Operations as of August
2020,
having previously served as Vice President, Corporate
Planning & Development since June 2018.
Prior to
that, he served as Vice President, Mid-Continent Business Unit in the Lower 48 from
September 2016 to June
2018 and Vice President, North Slope Operations and Development in
Alaska from August 2012 to September
Kelly B. Rose
was appointed Senior Vice President, Legal, General Counsel in September
Prior to that,
she was a senior partner in the Houston office of an international
law firm, Baker Botts L.L.P., where she
counseled clients on corporate and securities
matters.
She began her career at the firm in 1991.
PART
II
Item 5. MARKET FOR REGISTRANT’S COMMON
MARKET FOR REGISTRANT’S COMMON
EQUITY, RELATED
STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
ConocoPhillips’ common stock is traded on the
New York Stock Exchange, under the symbol “COP.”
Cash Dividends Per Share
Dividends
2020
2019
First
$
0.420
0.305
Second
0.420
0.305
Third
0.420
0.305
Fourth
0.430
0.420
Number of Stockholders of Record at January
31, 2021*
40,483
*In determining the number of stockholders, we consider clearing
agencies and security position listings as one stockholder for each
agency
listing.
The declaration of dividends is subject to the discretion
of our Board of Directors, and may be affected by
various factors, including our future earnings,
financial condition, capital requirements,
levels of indebtedness,
credit ratings and other considerations our Board of
Directors deems relevant.
Our Board of Directors has
adopted a quarterly dividend declaration policy providing
that the declaration of any dividends will be
determined quarterly by the Board of Directors
taking into account such factors as our
business model,
prevailing business conditions and our financial
results and capital requirements, without a predetermined
annual net income payout ratio.
Issuer Purchases of Equity Securities
Millions of Dollars
Approximate Dollar
Shares Purchased
Value
of Shares
Average
as Part of Publicly
that May Yet Be
Total Number of
Price Paid
Announced Plans
Purchased Under the
Period
Shares Purchased
Per Share
or Programs
Plans or Programs
October 1-31, 2020
4,805,220
$
34.68
4,805,220
$
14,483
November 1-30, 2020
-
-
-
14,483
December 1-31, 2020
-
-
-
14,483
4,805,220
$
34.68
4,805,220
*There were no repurchases of common stock from company employees in connection with the company's broad-based employee incentive plans.
In late 2016, we initiated our current share repurchase
program, which has a current total program
authorization of $25 billion of our common stock.
As of December 31, 2020,
we had repurchased $10.5
billion of shares.
Repurchases
are made at management’s discretion, at prevailing prices, subject to market
conditions and other factors.
Except as limited by applicable legal requirements,
repurchases may be
increased, decreased or discontinued at any time
without prior notice.
Shares of stock repurchased under the
plan are held as treasury shares.
See “Item 1A—Risk Factors – Our ability
to declare and pay dividends and
repurchase shares is subject to certain considerations.”
Stock Performance Graph
The following graph shows the cumulative TSR
for ConocoPhillips’ common stock in each of the five
years
from December 31, 2015 to December 31,
The graph also compares the cumulative
total returns for the
same five-year period with the S&P 500 Index and
our performance peer group consisting
of Chevron,
ExxonMobil, Apache, Marathon Oil Corporation,
Devon, Occidental, Hess, and EOG weighted
according to
the respective peer’s stock market capitalization at the
beginning of each annual period.
For the 2019 Stock
Performance Graph, Noble Energy was also presented
within the peer group.
However, due to Chevron’s
acquisition of Noble Energy completed in 2020, Noble
Energy’s performance has been excluded from all five
years of the peer group performance.
The comparison assumes $100 was invested on
December 31, 2015, in ConocoPhillips stock, the S&P
Index and ConocoPhillips’ peer group and assumes
that all dividends were reinvested.
The cumulative total
returns of the peer group companies' common
stock do not include the cumulative total
return of
ConocoPhillips’ common stock.
The stock price performance included in this
graph is not necessarily
indicative of future stock price performance.
Item 7. MANAGEMENT’S DISCUSSION AND
MANAGEMENT’S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Management’s
Discussion and Analysis is the company’s analysis of its financial performance and of
significant trends that may affect future performance.
It should be read in conjunction with the financial
statements and notes, and supplemental oil
and gas disclosures included elsewhere in this report.
It contains
forward-looking statements including, without limitation, statements
relating to the company’s
plans,
strategies, objectives, expectations and intentions
that are made pursuant to the “safe harbor” provisions of
the Private Securities Litigation Reform Act of
The words “anticipate,” “believe,” “budget,”
“continue,” “could,” “effort,” “estimate,” “expect,”
“forecast,” “goal,” “guidance,” “intend,” “may,”
“objective,” “outlook,” “plan,” “potential,” “predict,” “projection,” “seek,”
“should,” “target,” “will,”
“would,” and similar expressions identify forward-looking statements.
The company does not undertake to
update, revise or correct any of the forward-looking information unless required to do so under the federal
securities laws.
Readers are cautioned that such forward-looking statements should be read in conjunction
with the company’s disclosures under the heading: “CAUTIONARY STATEMENT
FOR THE PURPOSES OF
THE ‘SAFE HARBOR’ PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995,” beginning on page
The terms “earnings” and “loss” as used in Management’s Discussion and Analysis refer to net income (loss)
attributable to ConocoPhillips.
BUSINESS ENVIRONMENT AND EXECUTIVE
OVERVIEW
ConocoPhillips is an independent E&P company
with operations and activities in 15 countries.
Our diverse,
low cost of supply portfolio includes resource-rich
unconventional plays in North America;
conventional
assets in North America, Europe and Asia;
LNG developments; oil sands assets in Canada;
and an inventory of
global conventional and unconventional exploration
prospects.
Headquartered in Houston, Texas, at
December 31, 2020, we employed approximately
9,700 people worldwide and had total
assets of $63 billion.
Completed Acquisition of Concho Resources Inc.
On January 15, 2021, we completed our acquisition
of Concho Resources Inc. (Concho), an independent
oil
and gas exploration and production company
with operations across New Mexico and West Texas.
The
addition of complementary acreage in the
Delaware and Midland Basins creates a sizeable
Permian presence to
augment our leading unconventional positions
in the Eagle Ford and Bakken in the Lower 48
and the Montney
in Canada.
Consideration for the all-stock transaction was
valued at $13.1 billion, in which 1.46 shares
of ConocoPhillips
common stock was exchanged for each outstanding
share of Concho common stock, resulting
in the issuance
of approximately 286 million shares of ConocoPhillips
common stock.
We also assumed $3.9 billion in
aggregate principal amount of outstanding debt for
Concho, which was recorded at fair value of $4.7
billion as
of the closing date.
The combined companies are expected to
capture approximately $750 million of annual
cost and capital savings by 2022.
For additional information
related to this transaction, see Note 25—
Acquisition of Concho Resources Inc. in the
Notes to Consolidated Financial Statements.
Overview
The energy landscape changed dramatically in 2020 with
simultaneous demand and supply shocks that drove
the industry into a severe downturn.
The demand shock was triggered by the
COVID-19 pandemic,
which
continues to have unprecedented social and economic
consequences.
Mitigation efforts to stop the spread of
this highly-contagious disease include stay-at-home
orders and business closures that caused
sharp
contractions in economic activity worldwide.
The supply shock was triggered by disagreements
between
OPEC and Russia, beginning in early March 2020,
which resulted in significant supply coming
onto the
market
and an oil price war.
These dual demand and supply shocks caused
oil prices to collapse as we exited
the first quarter of 2020.
As we entered the second quarter of 2020, predictions
of COVID-19 driven global oil demand losses
intensified, with forecasts
of unprecedented demand declines.
Based on these forecasts, OPEC plus nations
held an emergency meeting, and in April they announced
a coordinated production cut that was unprecedented
in both its magnitude and duration.
The OPEC plus agreement spans from May 2020
until April 2022, with
the volume of production cuts easing over time.
Additionally, non-OPEC plus countries, including the U.S.,
Canada, Brazil and other G-20 countries,
announced organic reductions to production through the
release of
drilling rigs, frac crews, normal field decline
and curtailments.
Despite these planned production decreases,
the supply cuts were not timely enough to overcome
significant demand decline.
Futures prices for April WTI
closed under $20 a barrel for the first time
since 2001, followed by May WTI settling below zero on the
day
before futures contracts expiry, as holders of May futures contracts struggled to exit
positions and avoid taking
physical delivery.
As storage constraints approached, spot prices in
April for certain North American
landlocked grades of crude oil were in the single digits
or even negative for particularly remote or low-grade
crudes, while waterborne priced crudes such as
Brent sold at a relative advantage.
The extreme volatility
experienced
in the first half of the year settled down in the
second half of the year, with WTI crude oil prices
exiting the year near $50 per barrel.
Since the start of the severe downturn, we have closely
monitored the market and taken prudent actions in
response to this situation.
We entered 2020 in a position of relative strength, with cash and cash equivalents of
more than $5 billion, short-term investments
of $3 billion, and an undrawn credit facility
of $6 billion, totaling
approximately $14 billion in available liquidity.
Additionally, we had several entity and asset sales
agreements in place, which generated $1.3 billion
in proceeds from dispositions during 2020.
For more
information about the sales of our Australia-West and non-core Lower 48 assets, see
Note 4—Asset
Acquisitions and Dispositions in the Notes to
Consolidated Financial Statements.
This relative advantage
allowed us to be measured in our response to
the sudden change in business environment.
In March, we announced an initial set of actions
to address the downturn and followed up with additional
actions in April.
The combined announcements reflected a reduction
in our 2020 operating plan capital of $2.3
billion, a reduction to our operating costs of
$600 million and suspension of our share
repurchase program.
These actions decreased uses of cash by approximately
$5 billion in 2020.
We also established a framework
for evaluating our assets and implementing
economic production curtailments considering
the weakness in oil
prices during the second quarter of 2020, which resulted
in taking an additional significant step of voluntarily
curtailing production, predominantly from
operated North American assets.
Due to our strong balance sheet,
we were in an advantaged position to forgo some production
and cash flow in anticipation of receiving higher
cash flows for those volumes in the future.
In the second quarter, we curtailed production by an estimated 225 MBOED,
with 145 MBOED of the
curtailments from the Lower 48, 40 MBOED from
Alaska and 30 MBOED from our Surmont operation
in
Canada.
The remainder of the second-quarter curtailments
were primarily in Malaysia.
Other industry
operators also cut production and development
plans and as we progressed through the second quarter, certain
stay-at-home res
Showing the first 8K of 140K characters. Open the full section
Item 7A. QUANTITATIVE
QUANTITATIVE
AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK
Financial Instrument Market Risk
We and certain of our subsidiaries hold and issue derivative contracts and financial
instruments that expose our
cash flows or earnings to changes in commodity
prices, foreign currency exchange rates
or interest rates.
We
may use financial and commodity-based derivative
contracts to manage the risks produced by changes
in the
prices of natural gas, crude oil and related products;
fluctuations in interest rates and foreign currency
exchange rates; or to capture market opportunities.
Our use of derivative instruments is governed
by an “Authority Limitations” document
approved by our Board
of Directors that prohibits the use of highly leveraged
derivatives or derivative instruments without
sufficient
liquidity.
The Authority Limitations document also establishes
the Value
at Risk (VaR) limits for the
company, and compliance with these limits is monitored daily.
The Executive Vice President and Chief
Financial Officer, who reports to the Chief Executive Officer, monitors commodity price risk
and risks
resulting from foreign currency exchange rates and
interest rates.
The Commercial organization manages our
commercial marketing, optimizes our commodity
flows and positions, and monitors risks.
Commodity Price Risk
Our Commercial organization uses futures, forwards, swaps
and options in various markets to accomplish
the
following objectives:
●
Meet customer needs.
Consistent with our policy to generally
remain exposed to market prices, we
use swap contracts to convert fixed-price sales
contracts, which are often requested by natural
gas
consumers, to floating market prices.
●
Enable us to use market knowledge to capture opportunities
such as moving physical commodities to
more profitable locations and storing commodities
to capture seasonal or time premiums.
We may use
derivatives to optimize these activities.
We use a VaR
model to estimate the loss in fair value that
could potentially result on a single day from the
effect of adverse changes in market conditions on the derivative
financial instruments and derivative
commodity instruments we hold or issue, including
commodity purchases and sales contracts
recorded on the
balance sheet at December 31, 2020,
as derivative instruments.
Using Monte Carlo simulation, a 95 percent
confidence level and a one-day holding period, the
VaR
for those instruments issued or held for
trading
purposes or held for purposes other than trading
at December 31, 2020 and 2019, was immaterial
to our
consolidated cash flows and net income attributable
to ConocoPhillips.
Interest Rate Risk
The following table provides information
about our debt instruments that are sensitive to
changes in U.S.
interest rates.
The table presents principal cash flows and related
weighted-average interest rates by expected
maturity dates.
Weighted-average variable rates are based on effective rates at the reporting date.
The
carrying amount of our floating-rate debt approximates
its fair value.
A hypothetical 10 percent change in
prevailing interest rates would not have a material
impact on interest expense associated with our floating-rate
debt.
The fair value of the fixed-rate debt is measured
using prices available from a pricing service
that is
corroborated by market data.
Changes to prevailing interest rates would not
impact our cashflows associated
with fixed rate debt,
unless we elect to repurchase or retire such
debt prior to maturity.
Millions of Dollars Except as Indicated
Debt
Fixed
Average
Floating
Average
Rate
Interest
Rate
Interest
Expected Maturity Date
Maturity
Rate
Maturity
Rate
Year
-End 2020
2021
$
8.47
%
$
0.22
%
2022
2.53
1.12
2023
7.03
-
-
2024
3.51
-
-
2025
5.33
-
-
Remaining years
11,793
6.28
0.11
Total
$
13,209
$
1,083
Fair value
$
18,023
$
1,083
Year
-End 2019
2020
$
-
-
%
$
-
-
%
2021
6.24
-
-
2022
2.54
2.81
2023
7.20
-
-
2024
3.52
-
-
Remaining years
12,143
6.25
1.65
Total
$
13,188
$
Fair value
$
17,325
$
Foreign Currency Exchange Risk
We have foreign currency exchange rate risk resulting from international operations.
We do not
comprehensively hedge the exposure to currency
exchange rate changes although we
may choose to selectively
hedge certain foreign currency exchange rate exposures,
such as firm commitments for capital projects
or local
currency tax payments, dividends and cash returns from
net investments in foreign affiliates to be remitted
within the coming year, and investments in equity securities.
At December 31, 2020 and 2019, we held foreign
currency exchange forwards hedging cross-border
commercial activity and foreign currency exchange
swaps for purposes of mitigating our cash-related
exposures.
Although these forwards and swaps hedge exposures
to fluctuations in exchange rates, we elected
not to utilize hedge accounting.
As a result, the change in the fair value of these foreign
currency exchange
derivatives is recorded directly in earnings.
At December 31, 2020,
we had outstanding foreign currency exchange
forward contracts to sell $0.45 billion
CAD at $0.748 CAD against the U.S. dollar.
At December 31, 2019, we had outstanding foreign
currency
exchange forward contracts to sell $1.35 billion
CAD at $0.748 CAD against the U.S. dollar.
Based on the
assumed volatility in the fair value calculation,
the net fair value of these foreign currency
contracts at
December 31, 2020 and December 31, 2019, were
a before-tax loss of $16 million and $28 million,
respectively.
Based on an adverse hypothetical 10 percent
change in the December 2020 and December 2019
exchange rate, this would result in an additional
before-tax loss of $39 million and $115 million,
respectively.
The sensitivity analysis is based on changing
one assumption while holding all other
assumptions constant, which in practice may be
unlikely to occur, as changes in some of the assumptions may
be correlated.
The gross notional and fair value of these positions
at December 31, 2020 and 2019, were as follows:
In Millions
Foreign Currency Exchange Derivatives
Notional
Fair Value*
2020
2019
2020
2019
Sell Canadian dollar, buy U.S. dollar
CAD
1,350
(16)
(28)
Buy Canadian dollar, sell U.S. dollar
CAD
-
Sell British pound, buy euro
GBP
-
-
-
Buy British pound, sell euro
GBP
-
-
*Denominated in USD.
For additional information about our use of derivative
instruments, see Note 13—Derivative
and Financial
Instruments, in the Notes to Consolidated Financial
Statements.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY
FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA
CONOCOPHILLIPS
INDEX TO FINANCIAL STATEMENTS
Page
Reports of Management
...........................................................................................................................
Reports of Independent Registered Public Accounting
Firm .................................................................
Consolidated Income Statement for the years ended
December 31, 2020,
2019 and 2018
....................
Consolidated Statement of Comprehensive Income
for the years ended
December 31, 2020, 2019 and 2018
..................................................................................................
Consolidated Balance Sheet at December 31, 2020
and 2019
................................................................
Consolidated Statement of Cash Flows for the years
ended December 31, 2020,
2019 and 2018
.........
Consolidated Statement of Changes in Equity for
the years ended
December 31, 2020, 2019 and 2018
..................................................................................................
Notes to Consolidated Financial Statements
............................................................................................
Supplementary Information
Oil and Gas Operations
..............................................................................................................
Reports
of Management
Management prepared, and is responsible for, the consolidated financial
statements and the other information
appearing in this annual report.
The consolidated financial statements present
fairly the company’s financial
position, results of operations and cash flows in
conformity with accounting principles
generally accepted in
the United States.
In preparing its consolidated financial statements,
the company includes amounts that are
based on estimates and judgments management believes
are reasonable under the circumstances.
The
company’s financial statements have been audited by Ernst & Young LLP,
an independent registered public
accounting firm appointed by the Audit and Finance
Committee of the Board of Directors and ratified
by
stockholders.
Management has made available to Ernst
& Young LLP all of the company’s financial records
and related data, as well as the minutes of stockholders’
and directors’ meetings.
Assessment of Internal Control Over Financial Reporting
Management is also responsible for establishing
and maintaining adequate internal control
over financial
reporting.
ConocoPhillips’ internal control system
was designed to provide reasonable assurance to
the
company’s management and directors regarding the preparation and fair
presentation of published financial
statements.
All internal control systems, no matter how
well designed, have inherent limitations.
Therefore, even those
systems determined to be effective can provide only reasonable
assurance with respect to financial statement
preparation and presentation.
Management assessed the effectiveness of the company’s internal control over financial
reporting as of
December 31, 2020.
In making this assessment, it used the criteria
set forth by the Committee of Sponsoring
Organizations of the Treadway Commission in
Internal Control—Integrated Framework (2013)
.
Based on our
assessment, we believe the company’s internal control over financial
reporting was effective as of
December 31, 2020.
Ernst & Young LLP has issued an audit report on the company’s internal control over financial reporting as of
December 31, 2020, and their report is included
herein.
/s/ Ryan M. Lance
/s/ William L. Bullock, Jr.
Ryan M. Lance
William L. Bullock,
Jr.
Chairman and
Chief Executive Officer
Executive Vice President and
Chief Financial Officer
Report of Independent Registered Public Accounting
Firm
To the Stockholders and the Board of Directors of ConocoPhillips
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of ConocoPhillips
(the Company) as of
December 31, 2020 and 2019, the related consolidated
income statement, consolidated statements
of
comprehensive income, changes in equity and
cash flows for each of the three years in
the period ended
December 31, 2020, and the related notes (collectively
referred to as the “consolidated financial statements”).
In our opinion, the consolidated financial statements
present fairly, in all material respects, the financial
position of the Company at December 31, 2020
and 2019, and the results of its operations
and its cash flows
for each of the three years in the period ended
December 31, 2020, in conformity with
U.S. generally accepted
accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting
Oversight Board
(United States) (PCAOB), the Company’s internal control over financial
reporting as of December 31, 2020,
based on criteria established in Internal Control–Integrated
Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (2013 framework) and our report
dated February 16, 2021,
expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility
of the Company’s management. Our responsibility is to
express an opinion on the Company’s financial statements based on our audits.
We are a public accounting
firm registered with the PCAOB and are required
to be independent with respect to the Company
in
accordance with the U.S. federal securities
laws and the applicable rules and regulations
of the Securities and
Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards
require that we
plan and perform the audit to obtain reasonable
assurance about whether the financial statements
are free of
material misstatement, whether due to error
or fraud. Our audits included performing procedures
to assess the
risks of material misstatement of the financial
statements, whether due to error or fraud,
and performing
procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence
regarding the amounts and disclosures in the financial
statements. Our audits also included evaluating
the
accounting principles used and significant estimates
made by management, as well as evaluating the overall
presentation of the financial statements. We believe that our audits provide a reasonable
basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are
matters arising from the current period
audit of the
consolidated financial statements that were communicated
or required to be communicated to the Audit
and
Finance Committee and that: (1) relate to
accounts or disclosures that are material to the
consolidated financial
statements and (2) involved our especially challenging,
subjective or complex judgments. The communication
of critical audit matters does not alter in any
way our opinion on the consolidated financial
statements, taken as
a whole, and we are not, by communicating the
critical audit matters below, providing separate opinions on the
critical audit matters or on the accounts or disclosures
to which they relate.
Accounting for asset retirement obligations for
certain offshore properties
Description of
the Matter
At December 31, 2020, the asset retirement
obligation (ARO) balance totaled $5.6
billion. As further described in Note 9, the Company
records AROs in the period in
which they are incurred, typically when the asset
is installed at the production location.
The estimation of certain obligations related
to deepwater offshore assets requires
significant judgment given the magnitude
of these removal costs and higher estimation
uncertainty related to the removal plan and costs.
Furthermore, given certain
Showing the first 8K of 268K characters. Open the full section
Item 9. CHANGES IN AND
CHANGES IN AND
DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
Item 9A. CONTROLS AND PROCEDURES
CONTROLS AND PROCEDURES
We maintain disclosure controls and procedures designed to ensure information required
to be disclosed in
reports we file or submit under the Securities
Exchange Act of 1934, as amended (the Act),
is recorded,
processed, summarized and reported within the
time periods specified in Securities and Exchange
Commission
rules and forms, and that such information is
accumulated and communicated to management,
including our
principal executive and principal financial
officers, as appropriate, to allow timely decisions
regarding required
disclosure.
As of December 31, 2020,
with the participation of our management, our
Chairman and Chief
Executive Officer (principal executive officer) and our Executive
Vice President and Chief Financial Officer
(principal financial officer) carried out an evaluation,
pursuant to Rule 13a-15(b) of the Act, of
ConocoPhillips’ disclosure controls and procedures
(as defined in Rule 13a-15(e) of the Act).
Based upon that
evaluation, our Chairman and Chief Executive
Officer and our Executive Vice President and Chief Financial
Officer concluded our disclosure controls and procedures
were operating effectively as of December 31, 2020.
There have been no changes in our internal
control over financial reporting, as defined
in Rule 13a-15(f) of the
Act, in the period covered by this report that
have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.
Management’s Annual Report on Internal Control Over Financial
Reporting
This report is included in Item 8 on page
and is incorporated herein by reference.
Report of Independent Registered Public Accounting
Firm
This report is included in Item 8 on page
and is incorporated herein by reference.
Item 9B. OTHER INFORMATION
OTHER INFORMATION
None.
PART
III
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND
DIRECTORS, EXECUTIVE OFFICERS AND
CORPORATE GOVERNANCE
Information regarding our executive officers appears in
Part I of this report on page 33.
Code of Business Ethics and Conduct for
Directors and Employees
We have a Code of Business Ethics and Conduct for Directors and Employees (Code
of Ethics), including our
principal executive officer, principal financial officer, principal accounting officer and persons performing
similar functions.
We have posted a copy of our Code of Ethics on the “Corporate Governance” section
of our
internet website at
(within the Investors>Corporate Governance
section)
.
Any
waivers of the Code of Ethics must be approved, in
advance, by our full Board of Directors.
Any amendments
to, or waivers from, the Code of Ethics that apply
to our executive officers and directors will be posted on the
“Corporate Governance” section of our internet
website.
All other information required by Item 10 of
Part III will be included in our Proxy Statement
relating to our
2021 Annual Meeting of Stockholders, to be
filed pursuant to Regulation 14A on or before
April 30, 2021, and
is incorporated herein by reference.*
Item 11. EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION
Information required by Item 11 of Part III will be included
in our Proxy Statement relating to our 2021
Annual Meeting of Stockholders, to be filed pursuant
to Regulation 14A on or before April 30,
2021, and is
incorporated herein by reference.*
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
Information required by Item 12 of Part III
will be included in our Proxy Statement relating
to our 2021
Annual Meeting of Stockholders, to be filed pursuant
to Regulation 14A on or before April 30,
2021, and is
incorporated herein by reference.*
Item 13. CERTAIN RELATIONSHIPS
CERTAIN RELATIONSHIPS
AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
Information required by Item 13 of Part III
will be included in our Proxy Statement relating
to our 2021
Annual Meeting of Stockholders, to be filed pursuant
to Regulation 14A on or before April 30,
2021, and is
incorporated herein by reference.*
Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
PRINCIPAL ACCOUNTING FEES AND SERVICES
Information required by Item 14 of Part III
will be included in our Proxy Statement relating
to our 2021
Annual Meeting of Stockholders, to be filed pursuant
to Regulation 14A on or before April 30,
2021, and is
incorporated herein by reference.*
*Except for information or data specifically incorporated herein by reference under Items 10 through 14, other information
and data appearing
in our 2021 Proxy
Statement are not deemed to be a part of this Annual Report on Form 10-K
or deemed to be filed with the Commission as a
part of this report.
PART
IV
Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULE
EXHIBITS, FINANCIAL STATEMENT SCHEDULE
S
(a)
Financial Statements and Supplementary
Data
The financial statements and supplementary information
listed in the Index to Financial Statements,
which appears on page
, are filed as part of this annual report.
Financial Statement Schedule
s
All financial statement schedules are omitted
because they are not required, not significant,
not
applicable or the information is shown in another
schedule, the financial statements or the
notes to
consolidated financial statements.
Exhibits
The exhibits listed in the Index to Exhibits, which
appears on pages
through 190, are filed as part
of this annual report.
CONOCOPHILLIPS
INDEX TO EXHIBITS
Exhibit
Number
Description
2.1
Separation and Distribution Agreement Between ConocoPhillips and Phillips 66, dated April 26,
2012 (incorporated by reference to Exhibit 2.1 to the Current Report of ConocoPhillips on Form 8-
K filed on May 1, 2012; File No. 001-32395).
2.2†‡
Purchase and Sale Agreement, dated March 29, 2017, by and among ConocoPhillips
Company, ConocoPhillips Canada Resources Corp., ConocoPhillips Canada Energy
Partnership, ConocoPhillips Western Canada Partnership, ConocoPhillips Canada (BRC)
Partnership, ConocoPhillips Canada E&P ULC, and Cenovus Energy Inc. (incorporated by
reference to Exhibit 2.1 to the Quarterly Report on Form 10-Q for the quarter ended March
31, 2017 filed by ConocoPhillips on May 4, 2017).
2.3†‡
Asset Purchase and Sale Agreement Amending Agreement, dated as of May 16, 2017, by and
among ConocoPhillips Company, ConocoPhillips Canada Resources Corp., ConocoPhillips Canada
Energy Partnership, ConocoPhillips Western Canada Partnership, ConocoPhillips Canada (BRC)
Partnership, ConocoPhillips Canada E&P ULC, and Cenovus Energy Inc. (incorporated by
reference to Exhibit 2.2 to the Current Report of ConocoPhillips on Form 8-K filed on May 18,
2.4
Agreement and Plan of Merger, dated as of October 18, 2020, among ConocoPhillips, Falcon
Merger Sub Corp. and Concho Resources Inc. (incorporated by reference to Exhibit 2.1 to the
Current Report of ConocoPhillips on Form 8-K filed on October 19, 2020; File No. 001-32395).
3.1
Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the
Quarterly Report of ConocoPhillips on Form 10-Q for the quarterly period ended June 30, 2008;
3.2
Certificate of Designations of Series A Junior Participating Preferred Stock of ConocoPhillips
(incorporated by reference to Exhibit 3.2 to the Current Report of ConocoPhillips on Form 8-K filed
on August 30, 2002; File No. 000-49987).
3.3
Amended and Restated By-Laws of ConocoPhillips, as amended and restated as of October 9, 2015
(incorporated by reference to Exhibit 3.1 to the Current Report of ConocoPhillips on Form 8-K filed
on October 13, 2015; File No. 001-32395).
ConocoPhillips and its subsidiaries are parties
to several debt instruments under which the total
amount of securities authorized does not exceed
10 percent of the total assets of ConocoPhillips
and
its subsidiaries on a consolidated basis.
Pursuant to paragraph 4(iii)(A) of Item 601(b)
of
Regulation S-K, ConocoPhillips agrees to furnish
a copy of such instruments to the SEC upon
request.
4.1
Description of Securities of the Registrant (incorporated by reference to Exhibit 4.1 to the Annual
Report of ConocoPhillips on Form 10-K for the year ended December 31, 2019; File No. 001-
10.1
1986 Stock Plan of Phillips Petroleum Company (incorporated by reference to Exhibit 10.11 to the
Annual Report of ConocoPhillips on Form 10-K for the year ended December 31, 2002;
10.2
1990 Stock Plan of Phillips Petroleum Company (incorporated by reference to Exhibit 10.12 to the
Annual Report of ConocoPhillips on Form 10-K for the year ended December 31, 2002;
10.3
Annual Incentive Compensation Plan of Phillips Petroleum Company (incorporated by reference to
Exhibit 10.13 to the Annual Report of ConocoPhillips on Form 10-K for the year ended
December 31, 2002; File No. 000-49987).
10.4
Incentive Compensation Plan of Phillips Petroleum Company (incorporated by reference to Exhibit
10(g) to the Annual Report of ConocoPhillips Company on Form 10-K for the year ended
December 31, 1999; File No. 001-00720).
10.5
Amendment and Restatement of ConocoPhillips Supplemental Executive Retirement Plan, dated
(incorporated by reference to Exhibit 10.14 to the Quarterly Report of
ConocoPhillips on Form 10-Q for the quarter ended June 30, 2012; File No. 001-32395).
10.7
Omnibus Securities Plan of Phillips Petroleum Company (incorporated by reference to Exhibit
10.19 to the Annual Report of ConocoPhillips on Form 10-K for the year ended December 31, 2002;
10.8
Key Employee Missed Credited Service Retirement Plan of ConocoPhillips (incorporated by
reference to Exhibit 10.10 to the Annual Report of ConocoPhillips on Form 10-K for the year ended
December 31, 2005; File No. 001-32395).
10.9
Phillips Petroleum Company Stock Plan for Non-Employee Directors (incorporated by reference to
Exhibit 10.22 to the Annual Report of ConocoPhillips on Form 10-K for the year ended
December 31, 2002; File No. 000-49987).
10.10.1
Amended and Restated ConocoPhillips Key Employee Supplemental Retirement Plan, dated
January 1, 2020 (incorporate by reference to Exhibit 10.10.1 to the Annual Report of
ConocoPhillips on Form 10-K for the year ended December 31, 2019; File No. 001-32395).
10.10.2
Eighth Amendment to Retirement Plans as amended and restated effective January 1, 2016
(incorporated by reference to Exhibit 10.1 to the Quarterly Report of ConocoPhillips on Form 10-Q
for the quarter ended June 30, 2018; File No. 001-32395).
10.11.1
Amended and Restated Defined Contribution Make-Up Plan of ConocoPhillips—Title I, dated
January 1, 2020 (incorporated by reference to Exhibit 10.11.1 to the Annual Report of
ConocoPhillips on Form 10-K for the year ended December 31, 2019; File No. 001-32395).
10.11.2
Amended and Restated Defined Contribution Make-Up Plan of ConocoPhillips—Title II, dated
January 1, 2020 (incorporated by reference to Exhibit 10.11.2 to the Annual Report of
ConocoPhillips on Form 10-K for the year ended December 31, 2019; File No. 001-32395).
10.12
2002 Omnibus Securities Plan of Phillips Petroleum Company (incorporated by reference to Exhibit
10.26 to the Annual Report of ConocoPhillips on Form 10-K for the year ended December 31, 2002;
10.15
Deferred Compensation Plan for Non-Employee Directors of ConocoPhillips (incorporated by
reference to Exhibit 10.17 to the Annual Report of ConocoPhillips on Form 10-K for the year ended
December 31, 2005; File No. 001-32395).
10.16.1
Rabbi Trust Agreement dated December 17, 1999 (incorporated by reference to Exhibit 10.11 of the
Annual Report of ConocoPhillips Holding Company on Form 10-K for the year ended
December 31, 1999; File No. 001-14521).
10.16.2
Amendment to Rabbi Trust Agreement dated February 25, 2002 (incorporated by reference to
Exhibit 10.39.1 to the Annual Report of ConocoPhillips on Form 10-K for the year ended
December 31, 2002; File No. 000-49987).
10.16.3
Phillips Petroleum Company Grantor Trust Agreement, dated June 1, 1998 (incorporated by
reference to Exhibit 10.17.3 to the Annual Report of ConocoPhillips on Form 10-K for the year
ended December 31, 2015; File No. 001-32395).
10.16.4
First Amendment to the Trust Agreement under the Phillips Petroleum Company Grantor Trust
Agreement, dated May 3, 1999 (incorporated by reference to Exhibit 10.17.4 to the Annual Report
of ConocoPhillips on Form 10-K for the year ended December 31, 2015; File No. 001-32395).
10.16.5
Second Amendment to the Trust Agreement under the Phillips Petroleum Company Grantor Trust
Agreement, dated January 15, 2002 (incorporated by reference to Exhibit 10.17.5 to the Annual
Report of ConocoPhillips on Form 10-K for the year ended December 31, 2015; File No. 001-
10.16.6
Third Amendment to the Trust Agreement under the Phillips Petroleum Company Grantor Trust
Agreement, dated October 5, 2006 (incorporated by reference to Exhibit 10.17.6 to the Annual
Report of ConocoPhillips on Form 10-K for the year ended December 31, 2015; File No. 001-
10.16.7
Fourth Amendment to the Trust Agreement under the ConocoPhillips Company Grantor Trust
Agreement, dated May 1, 2012 (incorporated by reference to Exhibit 10.17.7 to the Annual Report
of ConocoPhillips on Form 10-K for the year ended December 31, 2015; File No. 001-32395).
10.16.8
Fifth Amendment to the Trust Agreement under the ConocoPhillips Company Grantor Trust
Agreement, dated May 20, 2015 (incorporated by reference to Exhibit 10.17.8 to the Annual Report
of ConocoPhillips on Form 10-K for the year ended December 31, 2015; File No. 001-32395).
10.17.1
ConocoPhillips Directors’ Charitable Gift Program (incorporated by reference to Exhibit 10.40 to
the Annual Report of ConocoPhillips on Form 10-K for the year ended December 31, 2003;
10.17.2
First and Second Amendments to the ConocoPhillips Directors’ Charitable Gift Program
(incorporated by reference to Exhibit 10 to the Quarterly Report of ConocoPhillips on Form 10-Q
for the quarterly period ended June 30, 2008; File No. 001-32395).
10.18
ConocoPhillips Matching Gift Plan for Directors and Executives (incorporated by reference to
Exhibit 10.41 to the Annual Report of ConocoPhillips on Form 10-K for the year ended
December 31, 2003; File No. 000-49987).
10.19.1
Amended and Restated Key Employee Deferred Compensation Plan of ConocoPhillips—Title I,
dated January 1, 2020 (incorporated by reference to Exhibit 10.19.1 to the Annual Report of
ConocoPhillips on Form 10-K for the year ended December 31, 2019; File No. 001-32395).
10.19.2
Amended and Restated Key Employee Deferred Compensation Plan of ConocoPhillips—Title II,
dated January 1, 2020 (incorporated by reference to Exhibit 10.19.2 to the Annual Report of
ConocoPhillips on Form 10-K for the year ended December 31, 2019; File No. 001-32395).
10.20
Amendment and Restatement of ConocoPhillips Key Employee Change in Control Severance Plan,
effective January 1, 2014 (incorporated by reference to Exhibit 10.21 to the Annual Report of
ConocoPhillips on Form 10-K for the year ended December 31, 2013; File No. 001-32395).
10.21
ConocoPhillips Executive Severance Plan (incorporated by reference to Exhibit 10.23 to the Annual
Report of ConocoPhillips on Form 10-K for the year ended December 31, 2008; File No. 001-
10.22.1
2004 Omnibus Stock and Performance Incentive Plan of ConocoPhillips (incorporated by reference
to Appendix C of ConocoPhillips’ Proxy Statement on Schedule 14A relating to the 2004 Annual
Meeting of Shareholders; File No. 000-49987).
10.22.2
Form of Stock Option Award Agreement under the Stock Option and Stock Appreciation Rights
Program under the 2004 Omnibus Stock and Performance Incentive Plan of ConocoPhillips
(incorporated by reference to Exhibit 10.26 to the Annual Report of ConocoPhillips on Form 10-K
for the year ended December 31, 2008; File No. 001-32395).
10.22.3
Form of Performance Share Unit Award Agreement under the Performance Share Program under
the 2004 Omnibus Stock and Performance Incentive Plan of ConocoPhillips (incorporated by
reference to Exhibit 10.27 to the Annual Report of ConocoPhillips on Form 10-K for the year ended
December 31, 2008; File No. 001-32395).
10.23
Omnibus Amendments to certain ConocoPhillips employee benefit plans, adopted December 7,
2007 (incorporated by reference to Exhibit 10.30 to the Annual Report of ConocoPhillips on Form
10-K for the year ended December 31, 2007; File No. 001-32395).
10.24
2009 Omnibus Stock and Performance Incentive Plan of ConocoPhillips (incorporated by reference
to Appendix A of ConocoPhillips’ Proxy Statement on Schedule 14A relating to the 2009 Annual
Meeting of Shareholders; File No. 001-32395).
10.25.1
2011 Omnibus Stock and Performance Incentive Plan of ConocoPhillips (incorporated by reference
to Appendix A of ConocoPhillips’ Proxy Statement on Schedule 14A relating to the 2011 Annual
Meeting of Shareholders; File No. 001-32395).
10.25.2
Form of Stock Option Award Agreement under the Stock Option and Stock Appreciation Rights
Program under the 2011 Omnibus Stock and Performance Incentive Plan of ConocoPhillips,
effective February 9, 2012 (incorporated by reference to Exhibit 10 to the Quarterly Report of
ConocoPhillips on Form 10-Q for the quarter ended March 31, 2012; File No. 001-32395).
10.25.3
Form of Restricted Stock Award Agreement under the Restricted Stock Program under the 2011
Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated September 18, 2012
(incorporated by reference to Exhibit 10.26.5 to the Annual Report of ConocoPhillips on Form 10-K
for the year ended December 31, 2012; File No. 001-32395).
10.25.4
Form of Performance Share Unit Agreement under the Restricted Stock Program under the 2011
Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated February 5, 2013
(incorporated by reference to Exhibit 10.26.6 to the Annual Report of ConocoPhillips on Form 10-K
for the year ended December 31, 2012; File No. 001-32395).
10.25.6
Form of Restricted Stock Award Agreement under the Restricted Stock Program under the 2011
Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated February 5, 2013
(incorporated by reference to Exhibit 10.26.8 to the Annual Report of ConocoPhillips on Form 10-K
for the year ended December 31, 2012; File No. 001-32395).
10.25.7
Form of Stock Option Award Agreement under the Stock Option and Stock Appreciation Rights
Program under the 2011 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated
February 5, 2013 (incorporated by reference to Exhibit 10.26.9 to the Annual Report of
ConocoPhillips on Form 10-K for the year ended December 31, 2012; File No. 001-32395).
10.25.8
Form of Make-Up Grant Award Agreement under the 2011 Omnibus Stock and Performance
Incentive Plan of ConocoPhillips, dated January 1, 2012 (incorporated by reference to Exhibit 10.1
Quarterly Report of ConocoPhillips on Form 10-Q for the quarter ended March 31, 2013;
10.25.9
Form of Key Employee Award Agreement, as part of the ConocoPhillips Stock Option Program
granted under the 2011 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated
February 18, 2014 (incorporated by reference to Exhibit 10.1 to the Quarterly Report of
ConocoPhillips on Form 10-Q for the quarter ended March 31, 2014; File No. 001-32395).
10.25.10
Form of Key Employee Award Agreement, as part of the ConocoPhillips Stock Option Program
granted under the 2014 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated
February 16, 2016 (incorporated by reference to Exhibit 10.26.12 to the Annual Report of
ConocoPhillips on Form 10-K for the year ended December 31, 2015; File No. 001-32395).
10.25.11
Form of Key Employee Award Agreement, as part of the ConocoPhillips Restricted Stock Program
granted under the 2014 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated
February 16, 2016 (incorporated by reference to Exhibit 10.26.14 to the Annual Report of
ConocoPhillips on Form 10-K for the year ended December 31, 2015; File No. 001-32395).
10.25.12
Form of Performance Period IX Award Agreement, as part of the ConocoPhillips Performance
Share Program granted under the 2011 Omnibus Stock and Performance Incentive Plan of
ConocoPhillips, dated February 18, 2014 (incorporated by reference to Exhibit 10.3 to the Quarterly
Report of ConocoPhillips on Form 10-Q for the quarter ended March 31, 2014; File No. 001-
10.25.14
Form of Performance Period X Award Agreement, as part of the ConocoPhillips Performance Share
Program granted under the 2011 Omnibus Stock and Performance Incentive Plan of ConocoPhillips,
dated February 18, 2014 (incorporated by reference to Exhibit 10.5 to the Quarterly Report of
ConocoPhillips on Form 10-Q for the quarter ended March 31, 2014; File No. 001-32395).
10.25.17
Form of Inducement Grant Award Agreement under the 2011 Omnibus Stock and Performance
Incentive Plan of ConocoPhillips, dated March 31, 2014 (incorporated by reference to Exhibit 10.11
to the Quarterly Report of ConocoPhillips on Form 10-Q for the quarter ended March 31, 2014; File
10.25.18
Form of Performance Share Unit Award Terms and Conditions for Performance Period 18, as part
of the ConocoPhillips Performance Share Program granted under the 2014 Omnibus Stock and
Performance Incentive Plan of ConocoPhillips, dated February 13, 2018 (incorporated by reference
to Exhibit 10.26.24 to the Annual Report of ConocoPhillips on Form 10-K for the year ended
December 31, 2017; File No. 001-32395).
10.26.1
2014 Omnibus Stock and Performance Incentive Plan of ConocoPhillips (incorporated by reference
to Exhibit 10.1 to the Current Report of ConocoPhillips on Form 8-K filed on May 14, 2014; File
10.26.2
Form of Key Employee Award Terms and Conditions, as part of the ConocoPhillips Targeted
Variable Long Term Incentive Program, granted under the 2014 Omnibus Stock and Performance
Incentive Plan of ConocoPhillips, dated September 3, 2015 (incorporated by reference to Exhibit
10.1 to the Quarterly Report of ConocoPhillips on Form 10-Q for the quarter ended September 30,
10.26.3
Form of Retention Award Terms and Conditions, as part of the Restricted Stock Unit Award,
granted under the 2014 Omnibus Stock and Performance Incentive Plan of ConocoPhillips
(incorporated by reference to Exhibit 10.1 to the Quarterly Report of ConocoPhillips on Form 10-Q
for the quarter ended March 31, 2015; File No. 001-32395).
10.26.4
Form of Non-Employee Director Restricted Stock Units Terms and Conditions, as part of the
Deferred Compensation Plan for Non-Employee Directors of ConocoPhillips, dated January 15,
2016 (incorporated by reference to Exhibit 10.3 to the Quarterly Report of ConocoPhillips on Form
10-Q for the quarter ended March 31, 2016; File No. 001-32395).
10.26.7
Form of Key Employee Award Terms and Conditions, as part of the ConocoPhillips Stock Option
Program granted under the 2014 Omnibus Stock and Performance Incentive Plan of ConocoPhillips,
dated February 14, 2017 (incorporated by reference to Exhibit 10.1 to the Quarterly Report of
ConocoPhillips on Form 10-Q for the quarter ended March 31, 2017; File No. 001-32395).
10.26.8
Form of Performance Share Unit Award Terms and Conditions for Performance Period 17, as part
of the ConocoPhillips Performance Share Program granted under the 2014 Omnibus Stock and
Performance Incentive Plan of ConocoPhillips, dated February 14, 2017 (incorporated by reference
to Exhibit 10.2 to the Quarterly Report of ConocoPhillips on Form 10-Q for the quarter ended
March 31, 2017; File No. 001-32395).
10.26.9
Form of Performance Share Unit Award Terms and Conditions for Performance Period 17 for
eligible employees on the Canada payroll, as part of the ConocoPhillips Performance Share Program
granted under the 2014 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated
February 14, 2017 (incorporated by reference to Exhibit 10.3 to the Quarterly Report of
ConocoPhillips on Form 10-Q for the quarter ended March 31, 2017; File No. 001-32395).
10.26.10
Form of Key Employee Award Terms and Conditions as part of the ConocoPhillips Restricted Stock
Program granted under the 2014 Omnibus Stock and Performance Incentive Plan of ConocoPhillips,
dated February 14, 2017 (incorporated by reference to Exhibit 10.4 to the Quarterly Report of
ConocoPhillips on Form 10-Q for the quarter ended March 31, 2017; File No. 001-32395).
10.26.11
Form of Key Employee Award Terms and Conditions as part of the ConocoPhillips Executive
Restricted Stock Unit Program granted under the 2014 Omnibus Stock and Performance Incentive
Plan of ConocoPhillips, dated February 13, 2018 (incorporated by reference to Exhibit 10.27.12 to
the Annual Report of ConocoPhillips on Form 10-K for the year ended December 31, 2017; File No.
10.26.12
Form of Key Employee Award Terms and Conditions for eligible employees on the Canada payroll,
as part of the ConocoPhillips Executive Restricted Stock Unit Program granted under the 2014
Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated February 13, 2018
(incorporated by reference to Exhibit 10.27.13 to the Annual Report of ConocoPhillips on Form 10-
K for the year ended December 31, 2017; File No. 001-32395).
10.26.13
Form of Key Employee Award Terms and Conditions as part of the ConocoPhillips Restricted Stock
Program granted under the 2014 Omnibus Stock and Performance Incentive Plan of ConocoPhillips,
dated February 13, 2018 (incorporated by reference to Exhibit 10.27.14 to the Annual Report of
ConocoPhillips on Form 10-K for the year ended December 31, 2017; File No. 001-32395).
10.26.14
Form of Retention Award Terms and Conditions, 2017 revision, as part of the Restricted Stock Unit
Award, granted under the 2014 Omnibus Stock and Performance Incentive Plan of ConocoPhillips
(incorporated by reference to Exhibit 10.27.15 to the Annual Report of ConocoPhillips on Form 10-
K for the year ended December 31, 2017; File No. 001-32395).
10.26.15
Form of Key Employee Award Terms and Conditions as part of the ConocoPhillips Restricted Stock
Unit Program granted under the 2014 Omnibus Stock and Performance Incentive Plan of
ConocoPhillips, dated February 14, 2019.
10.27
Amended and Restated 409A Annex to Nonqualified Deferred Compensation Arrangements of
ConocoPhillips, dated January 1, 2020 (incorporated by reference to Exhibit 10.27 to the Annual
Report of ConocoPhillips on Form 10-K for the year ended December 31, 2019; File No. 001-
10.28
Amendment, Change of Sponsorship, and Restatement of Certain Nonqualified Deferred
Compensation Plans of ConocoPhillips, dated April 19, 2012 (incorporated by reference to Exhibit
10.10 to the Quarterly Report of ConocoPhillips on Form 10-Q for the quarter ended June 30, 2012;
10.29
Amendment and Restatement of the Burlington Resources Inc. Management Supplemental Benefits
Plan, dated April 19, 2012 (incorporated by reference to Exhibit 10.9 to the Quarterly Report of
ConocoPhillips on Form 10-Q for the quarter ended June 30, 2012; File No. 001-32395).
10.30
Amendment and Restatement of Deferred Compensation Trust Agreement for Non-Employee
Directors of Phillips Petroleum Company, dated June 23, 1995 (incorporated by reference to Exhibit
10.2 to the Quarterly Report of ConocoPhillips on Form 10-Q for the quarter ended March 31, 2016;
10.30.1
Successor Trustee Agreement of the Deferred Compensation Trust Agreement for Non-Employee
Directors of ConocoPhillips dated July 31, 2020 (incorporated by reference to Exhibit 10.1 to the
Quarterly Report of ConocoPhillips on Form 10-Q for the quarter ended September 30, 2020; File
10.30.2
First Amendment to the Successor Trust Agreement of the Deferred Compensation Trust Agreement
for Non-Employee Directors of ConocoPhillips, dated August 4, 2020 (incorporated by reference to
Exhibit 10.2 to the Quarterly Report of ConocoPhillips on Form 10-Q for the quarter ended
September 30, 2020; File No. 001-32395).
10.31
Indemnification and Release Agreement between ConocoPhillips and Phillips 66, dated April 26,
2012 (incorporated by reference to Exhibit 10.1 to the Current Report of ConocoPhillips on Form 8-
K filed on May 1, 2012; File No. 001-32395).
10.32
Intellectual Property Assignment and License Agreement between ConocoPhillips and Phillips 66,
dated April 26, 2012 (incorporated by reference to Exhibit 10.2 to the Current Report of
ConocoPhillips on Form 8-K filed on May 1, 2012; File No. 001-32395).
10.33
Tax Sharing Agreement between ConocoPhillips and Phillips 66, dated April 26, 2012 (incorporated
by reference to Exhibit 10.3 to the Current Report of ConocoPhillips on Form 8-K filed on May 1,
10.34
Employee Matters Agreement between ConocoPhillips and Phillips 66, dated April 12, 2012
(incorporated by reference to Exhibit 10.4 to the Current Report of ConocoPhillips on Form 8-K
filed on May 1, 2012; File No. 001-32395).
10.35
Transition Services Agreement between ConocoPhillips and Phillips 66, dated April 26, 2012
(incorporated by reference to Exhibit 10.5 to the Current Report of ConocoPhillips on Form 8-K
filed on May 1, 2012; File No. 001-32395).
10.36
ConocoPhillips Clawback Policy dated October 3, 2012 (incorporated by reference to Exhibit 10.3
to the Quarterly Report of ConocoPhillips on Form 10-Q for the quarter ended September 30, 2012;
10.37
Term Loan Agreement, between ConocoPhillips, as borrower, ConocoPhillips Company, as
guarantor, Toronto Dominion (Texas) LLC, as administrative agent and the banks party thereto,
with TD Securities (USA) LLC, as lead arranger and bookrunner, dated March 18, 2016
(incorporated by reference to Exhibit 10.1 to the Current Report of ConocoPhillips on Form 8-K
filed on March 21, 2016; File No. 001-32395).
10.38
Company Retirement Contribution Make-Up Plan of ConocoPhillips, dated December 28, 2018
(incorporated by reference to Exhibit 10.39 to the Annual Report of ConocoPhillips on Form 10-K
for the year ended December 31, 2019; File No. 001-32395).
10.40
Form of Key Employee Award Terms and Conditions, as part of the ConocoPhillips Targeted
Variable Long Term Incentive Program, granted under the 2014 Omnibus Stock and Performance
Incentive Plan of ConocoPhillips, dated September 23, 2019 (incorporated by reference to Exhibit
10.1 to the Quarterly Report of ConocoPhillips on Form 10-Q for the quarter ended September 30,
10.41
ConocoPhillips Executive Restricted Stock Unit Program, dated February 11, 2020 (incorporated by
reference to Exhibit 10.1 to the Quarter Report of ConocoPhillips on Form 10-Q for the quarter
ended March 31, 2020; File No. 001-32395).
10.42
Letter agreement with Don E. Wallette, Jr. dated August 3, 2020 (incorporated by reference to
Exhibit 10.1 to the Quarterly Report of ConocoPhillips on Form 10-Q for the quarter ended June 30,
21*
List of Subsidiaries of ConocoPhillips.
Subsidiary Guarantors of Guaranteed Securities
23.1*
23.2*
Consent of DeGolyer and MacNaughton.
31.1*
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange
31.2*
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange
32*
Certifications pursuant to 18 U.S.C. Section 1350.
99*
Report of DeGolyer and MacNaughton.
101.INS*
Inline XBRL Instance Document.
101.SCH*
Inline XBRL Schema Document.
101.CAL*
Inline XBRL Calculation Linkbase Document.
101.DEF*
Inline XBRL Definition Linkbase Document.
101.LAB*
Inline XBRL Labels Linkbase Document.
101.PRE*
Inline XBRL Presentation Linkbase Document.
104*
Cover Page Interactive Data File (formatted as Inline XBRL
and contained in Exhibit
101).
Filed herewith.
†
The schedules to this exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K.
ConocoPhillips agrees to
furnish a copy of any schedule omitted from this exhibit to the SEC upon request.
‡
ConocoPhillips has previously been granted confidential treatment for certain portions of this exhibit pursuant to Rule 24b-2
under the Securities Exchange Act of 1934, as amended.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d)
of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
CONOCOPHILLIPS
February 16, 2021
/s/ Ryan M. Lance
Ryan M. Lance
Chairman of the Board of Directors
and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange
Act of 1934, this report has been signed, as of
February 16, 2021, on behalf of the registrant
by the following officers in the capacity indicated and by
a
majority of directors.
Signature
Title
/s/ Ryan M. Lance
Chairman of the Board of Directors
Ryan M. Lance
and Chief Executive Officer
(Principal executive officer)
/s/ William L. Bullock, Jr.
Executive Vice President and
William L. Bullock, Jr.
Chief Financial Officer
(Principal financial officer)
/s/ Catherine A. Brooks
Vice President and Controller
Catherine A. Brooks
(Principal accounting officer)
/s/ Charles E. Bunch
Director
Charles E. Bunch
/s/ Caroline M. Devine
Director
Caroline M. Devine
/s/ Gay Huey Evans
Director
Gay Huey Evans
/s/ John V.
Faraci
Director
John V.
Faraci
/s/ Jody Freeman
Director
Jody Freeman
/s/ Jeffrey A. Joerres
Director
Jeffrey A. Joerres
/s/ Timothy A. Leach
Director
Timothy A. Leach
/s/ William H. McRaven
Director
William H. McRaven
/s/ Sharmila Mulligan
Director
Sharmila Mulligan
/s/ Eric D. Mullins
Director
Eric D. Mullins
/s/ Arjun N. Murti
Director
Arjun N. Murti
/s/ Robert A. Niblock
Director
Robert A. Niblock
/s/ David T. Seaton
Director
David T. Seaton
/s/ R.A. Walker
Director
R.A. Walker