Cover and table of contents

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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

............................................................................

Signatures ...........................................................................................................................

Commonly Used Abbreviations

The following industry-specific, accounting and other

terms, and abbreviations may be commonly

used in this

report.

Currencies

Accounting

$ or USD

U.S. dollar

ARO

asset retirement obligation

CAD

Canadian dollar

ASC

accounting standards codification

EUR

Euro

ASU

accounting standards update

GBP

British pound

DD&A

depreciation, depletion and

amortization

Units of Measurement

FASB

Financial Accounting Standards

BBL

barrel

Board

BCF

billion cubic feet

FIFO

first-in, first-out

BOE

barrels of oil equivalent

G&A

general and administrative

MBD

thousands of barrels per day

GAAP

generally accepted accounting

MCF

thousand cubic feet

principles

MBOD

thousand barrels of oil per day

LIFO

last-in, first-out

MM

million

NPNS

normal purchase normal sale

MMBOE

million barrels of oil equivalent

PP&E

properties, plants and equipment

MMBOD

million barrels of oil per day

SAB

staff accounting bulletin

MBOED

thousands of barrels of oil

VIE

variable interest entity

equivalent per day

MMBOED

millions of barrels of oil

equivalent per day

Miscellaneous

MMBTU

million British thermal units

EPA

Environmental Protection Agency

MMCFD

million cubic feet per day

ESG

Environmental, Social and

Corporate Governance

EU

European Union

Industry

FERC

Federal Energy Regulatory

CBM

coalbed methane

Commission

E&P

exploration and production

GHG

greenhouse gas

FEED

front-end engineering and design

HSE

health, safety and environment

FPS

floating production system

ICC

International Chamber of

FPSO

floating production, storage and

Commerce

offloading

ICSID

World Bank’s

International

G&G

geological and geophysical

Centre for Settlement of

JOA

joint operating agreement

Investment Disputes

LNG

liquefied natural gas

IRS

Internal Revenue Service

NGLs

natural gas liquids

OTC

over-the-counter

OPEC

Organization of Petroleum

NYSE

New York Stock Exchange

Exporting Countries

SEC

U.S. Securities and Exchange

PSC

production sharing contract

Commission

PUDs

proved undeveloped reserves

TSR

total shareholder return

SAGD

steam-assisted gravity drainage

U.K.

United Kingdom

WCS

Western Canada Select

U.S.

United States of America

WTI

West Texas

Intermediate

PART

I

Unless otherwise indicated, “the company,” “we,” “our,” “us” and “ConocoPhillips” are used in this

report to

refer to the businesses of ConocoPhillips and its

consolidated subsidiaries.

Items 1 and 2—Business and

Properties, contain forward-looking statements

including, without limitation, statements

relating to our plans,

strategies, objectives, expectations and intentions

that are made pursuant to the “safe harbor”

provisions of the

Private Securities Litigation Reform Act of 1995.

The words “anticipate,” “estimate,” “believe,” “budget,”

“continue,” “could,” “intend,” “may,” “plan,” “potential,” “predict,” “seek,” “should,”

“will,” “would,”

“expect,” “objective,” “projection,” “forecast,” “goal,”

“guidance,” “outlook,” “effort,” “target” and similar

expressions identify forward-looking statements.

The company does not undertake to update, revise

or correct

any 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 headings “Risk Factors” beginning on page

23 and “CAUTIONARY STATEMENT

FOR THE

PURPOSES OF THE ‘SAFE HARBOR’ PROVISIONS

OF THE PRIVATE

SECURITIES LITIGATION

REFORM ACT OF 1995,” beginning on page

75.

Items 1 and 2.

BUSINESS AND PROPERTIES

CORPORATE STRUCTURE

ConocoPhillips is an independent E&P company

headquartered in Houston, Texas 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.

On

December 31, 2020, we employed approximately

9,700 people worldwide and had total

assets of $63 billion.

ConocoPhillips was incorporated in the state

of Delaware on November 16, 2001, in connection

with, and in

anticipation of, the merger between Conoco Inc. and Phillips

Petroleum Company.

The merger between

Conoco and Phillips was consummated on

August 30, 2002.

On January 15, 2021, we completed the acquisition

of Concho Resources Inc. (Concho), an independent

oil

and gas exploration and production company

with operations in New Mexico and West Texas focused on the

Permian Basin.

For additional information related to this

transaction, see Note 25—Acquisition of Concho

Resources Inc.,

in the Notes to Consolidated Financial Statements.

SEGMENT AND GEOGRAPHIC INFORMATION

We manage our operations through six operating segments, defined by geographic

region: Alaska; Lower 48;

Canada; Europe, Middle East and North Africa;

Asia Pacific;

and Other International.

Effective with the third

quarter of 2020, we restructured our segments

to align with changes to our internal organization.

The Middle

East business was realigned from the Asia Pacific

and Middle East segment to the Europe and North

Africa segment.

The segments have been renamed the Asia

Pacific segment and the Europe, Middle East

and

North Africa segment.

We have revised segment information disclosures and segment performance metrics

presented within our results of operations for the current

and prior years.

For operating segment and

geographic information, see Note 24—Segment

Disclosures and Related Information, in the Notes

to

Consolidated Financial Statements.

We explore for, produce, transport and market crude oil, bitumen, natural gas, LNG and NGLs on

a worldwide

basis.

At December 31, 2020, our operations were

producing in the U.S., Norway, Canada, Australia,

Indonesia, Malaysia, Libya, China and Qatar.

The information listed below appears in the “Oil

and Gas Operations” disclosures following

the Notes to

Consolidated Financial Statements and is incorporated

herein by reference:

●

Proved worldwide crude oil, NGLs, natural gas

and bitumen reserves.

●

Net production of crude oil, NGLs, natural gas

and bitumen.

●

Average sales prices of crude oil, NGLs, natural gas and bitumen.

●

Average production costs per BOE.

●

Net wells completed, wells in progress and productive

wells.

●

Developed and undeveloped acreage.

The following table is a summary of the proved

reserves information included in the “Oil

and Gas Operations”

disclosures following the Notes to Consolidated

Financial Statements.

Approximately 80 percent of our

proved reserves are in countries that belong to the

Organization for Economic Cooperation and Development.

Natural gas reserves are converted to BOE based

on a 6:1 ratio: six MCF of natural gas converts

to one BOE.

See Management’s Discussion and Analysis of Financial Condition and

Results of Operations for a discussion

of factors that will enhance the understanding of the

following summary reserves table.

Millions of Barrels of Oil Equivalent

Net Proved Reserves at December 31

2020

2019

2018

Crude oil

Consolidated operations

2,051

2,562

2,533

Equity affiliates

Total Crude Oil

2,119

2,635

2,611

Natural gas liquids

Consolidated operations

Equity affiliates

Total Natural Gas Liquids

Natural gas

Consolidated operations

1,011

1,209

1,265

Equity affiliates

Total Natural Gas

1,632

1,945

2,025

Bitumen

Consolidated operations

Total Bitumen

Total consolidated operations

3,734

4,414

4,383

Total equity affiliates

Total company

4,459

5,262

5,263

Total production, including Libya, of 1,127 MBOED decreased 221 MBOED or 16

percent in 2020 compared

with 2019, primarily due to:

●

Normal field decline.

●

The divestiture of our U.K. assets in the third

quarter of 2019 and our Australia-West assets in the

second quarter of 2020.

●

Production curtailments of approximately 80 MBOED,

primarily from North American operated

assets and Malaysia.

●

Lower production in Libya due to the forced shutdown

of the Es Sider export terminal and other

eastern export terminals after a period of civil unrest.

The decrease in production during 2020 was partly

offset by:

●

New wells online in the Lower 48, Canada,

Norway, Alaska and China.

Production excluding Libya for 2020 was 1,118 MBOED.

Adjusting for estimated curtailments

of

approximately 80 MBOED; closed acquisitions

and dispositions;

and excluding Libya, production for 2020

would have been 1,176 MBOED, a decrease of 15

MBOED compared with 2019 production.

This decrease

was primarily due to normal field decline, partly

offset by new wells online in the Lower 48, Canada,

Norway,

Alaska and China.

Production from Libya averaged

9 MBOED as it was in force majeure during

a significant

portion of the year.

Our worldwide annual average realized price decreased

34 percent from $48.78 per BOE in 2019

to $32.15 per

BOE in 2020 primarily due to lower realized crude

oil, natural gas and bitumen prices.

Our worldwide annual

average crude oil price decreased 35 percent, from

$60.99 per barrel in 2019

to $39.54 per barrel in 2020.

Our

worldwide annual average natural gas price decreased

32 percent, from $5.03 per MCF in 2019 to $3.41

per

MCF in 2020.

Average annual bitumen prices decreased 75 percent, from $31.72 per barrel in 2019 to

$8.02

per barrel in 2020.

ALASKA

The Alaska segment primarily explores for, produces, transports

and markets crude oil, natural gas and NGLs.

We are the largest crude oil producer in Alaska and have major ownership interests in

two of North America’s

largest oil fields located on Alaska’s North Slope: Prudhoe Bay and Kuparuk.

We also have a 100 percent

interest in the Alpine Field, located on the Western North Slope.

Additionally, we are one of Alaska’s largest

owners of state, federal and fee exploration leases,

with approximately 1.3 million net undeveloped

acres at

year-end 2020.

Alaska operations contributed 28 percent

of our consolidated liquids production and 1 percent

of our consolidated natural gas production.

2020

Crude Oil

NGL

Natural Gas

Total

Interest

Operator

MBD

MBD

MMCFD

MBOED

Average Daily Net Production

Greater Prudhoe Area

36.1

%

Hilcorp

Greater Kuparuk Area

89.2-94.7

ConocoPhillips

-

Western North Slope

100.0

ConocoPhillips

-

Total Alaska

Greater Prudhoe Area

The Greater Prudhoe Area includes the Prudhoe

Bay Field and five satellite fields, as well as the

Greater Point

McIntyre Area fields.

Prudhoe Bay, the largest oil field on Alaska’s North Slope, is the site of a large

waterflood and enhanced oil recovery operation,

as well as a gas plant which processes

natural gas to recover

NGLs before reinjection into the reservoir.

Prudhoe Bay’s satellites are Aurora, Borealis, Polaris, Midnight

Sun and Orion, while the Point McIntyre,

Niakuk, Raven, Lisburne and North Prudhoe Bay

State fields are

part of the Greater Point McIntyre Area.

In 2020, development activity included both rotary

and coiled-tubing drilling through April,

resulting in ten

wells drilled and brought online.

In response to the oil price collapse, the second

half of 2020 saw a reduction

in rig activity.

Average net production increased from 81

MBOED in 2019 to 84 MBOED in 2020.

Greater Kuparuk Area

We operate the Greater Kuparuk Area, which consists of the Kuparuk Field and four

satellite fields: Tarn,

Tabasco, Meltwater and West Sak.

Kuparuk is located 40 miles west of the Prudhoe

Bay Field.

Field

installations include three central production facilities

which separate oil, natural gas and water, as well as a

seawater treatment plant.

Development drilling at Kuparuk consists of

rotary-drilled wells and horizontal

multi-laterals from existing well bores utilizing

coiled-tubing drilling.

We operated both a rotary and a coiled-tubing drilling rig in the first half of

2020, resulting in seven operated

wells drilled and brought online in 2020.

In response to the oil price collapse, the second

half of 2020 saw a

reduction in rig activity.

Average net production decreased from 86 MBOED in 2019 to 74 MBOED in

Western North Slope

On the Western North Slope, we operate the Colville River Unit, which includes the

Alpine Field and three

satellite fields: Nanuq, Fiord and Qannik.

The Alpine Field is located 34 miles west of

the Kuparuk Field.

In

2020, an extended-reach drilling rig was delivered

to the Alpine CD2 drillsite.

This rig is North America’s

largest mobile land rig and is expected to commence

drilling operations in 2021.

The Greater Mooses Tooth Unit is the first unit established entirely within the

NPR-A.

In 2017, we began

construction in the unit with two drill sites;

Greater Mooses Tooth #1 (GMT-1) and Greater Mooses Tooth

#2

(GMT-2).

GMT-1 achieved first oil in 2018 and completed drilling in 2019.

In 2020, the second of three

construction seasons for GMT-2 was completed and drilling operations are expected to commence

in 2021

with first oil later in the year.

We operated both a rotary and a coiled-tubing drilling rig in the Western North Slope during 2020, resulting in

five operated wells drilled and brought online.

In response to the oil price collapse, the

second half of 2020

saw a reduction in rig activity.

Average net production decreased from 51 MBOED in 2019 to 40 MBOED in

Production Curtailments

In response to the oil price collapse that began in

early 2020,

we curtailed operated production—in the Greater

Kuparuk Area and Western North Slope—by 8 MBOED in 2020.

For more information related to the 2020

industry downturn and our response, please see Item

  1. Management’s Discussion and Analysis of Financial

Condition and Results of Operations.

Alaska North Slope Gas

In 2016, we, along with affiliates of Exxon Mobil Corporation,

BP p.l.c. and Alaska Gasline Development

Corporation (AGDC), a state-owned corporation,

completed preliminary FEED technical

work for a potential

LNG project which would liquefy and export natural

gas from Alaska’s North Slope and deliver it to market.

In 2016, we, along with the affiliates of ExxonMobil and

BP,

indicated our intention not to progress into

the

next phase of the project due to changes in

the economic environment, however, AGDC decided to continue

on

its own, focusing primarily on permitting efforts.

Currently, AGDC is in the process of seeking new sponsors

for the project.

Given current market conditions, we no longer believe

the project will advance and since there

is no current market,

we recorded a before-tax impairment of $841 million

for the entire associated carrying

value of capitalized undeveloped leasehold costs

and an equity method investment related

to our Alaska North

Slope Gas asset.

We remain willing to sell our Alaska North Slope Gas to interested parties on a competitive

basis if a market materializes in the future.

For additional information related to this

impairment, See Note

7—Suspended Wells and Exploration Expenses, in the Notes to Consolidated Financial

Statements.

Exploration

Appraisal of the Willow Discovery in the Bear Tooth Unit in the National Petroleum Reserve-Alaska (NPR-A)

continued with the drilling of two of four planned

appraisal wells before the early cancellation

of the 2020

program as part of our COVID-19 response.

The reduced 2020 appraisal program consisted

of drilling a

horizontal well in the eastern portion of the field,

informing the reservoir’s connectivity,

and a vertical well in

the field’s southern extent, reducing the original oil in place uncertainty.

The initial development plan for the

Willow Discovery, approved in the fourth quarter, does not include the Cassin Discovery from 2013; therefore,

we recognized dry hole expense for two previously

suspended Cassin wells in 2020.

In 2020, exploration of the Harpoon Complex—Harpoon,

Lower Harpoon and West Harpoon—commenced.

One exploration well of a planned three-well program

was drilled before the early cancellation

of our 2020

winter drilling season in response to COVID-19.

The well was expensed as a dry hole after

evaluations

confirmed the well intersected sub-commercial

volumes of hydrocarbons

in the upper Harpoon interval which

will not be developed.

Future exploration plans include returning

to the Harpoon Complex to explore the

remaining potential.

In late 2018, we commenced appraisal of the

Putu Discovery with a long-reach well from

existing Alpine CD4

infrastructure.

In 2019 and 2020 the long reach CD4 appraisal

and supporting injector well finished drilling

and testing. Production and injectivity tests

confirmed development and waterflood feasibility

of the reservoir.

The project transitioned from appraisal to development

in early 2020.

Development planning is ongoing.

A 3-D

seismic survey was completed in 2020 over

a 234-mile area on state and federal

lands.

We are currently

evaluating this seismic data for future exploration

opportunities.

Transportation

We transport the petroleum liquids produced on the North Slope to Valdez, Alaska through an 800-mile

pipeline that is part of Trans-Alaska Pipeline System (TAPS).

We have a 29.5

percent ownership interest in

TAPS, and we also have ownership interests in and operate the Alpine, Kuparuk and

Oliktok pipelines on the

North Slope.

Our wholly owned subsidiary, Polar Tankers, Inc., manages the marine transportation of our North Slope

production, using five company-owned, double-hulled

tankers,

and charters third-party vessels as necessary.

The tankers deliver oil from Valdez, Alaska,

primarily to refineries on the west coast of

the U.S.

LOWER 48

On January 15,

2021, we completed the acquisition of Concho.

This transaction significantly increases our

Permian position by adding complementary acreage

across the Delaware and Midland basins.

The production

and acreage figures and the property descriptions

below do not reflect this recently closed acquisition.

For

additional information related to this acquisition,

see Note 25—Acquisition of Concho Resources

Inc., in the

Notes to Consolidated Financial Statements.

The Lower 48 segment consists of operations located

in the contiguous U.S. and the Gulf of Mexico.

Organized into the Gulf Coast and Great Plains business

units, at year-end 2020 we held 10.1 million net

onshore and offshore acres, with a portfolio of low cost of

supply, shorter cycle time, resource-rich

unconventional plays, and conventional production

from legacy assets.

Based on 2020 production volumes,

the Lower 48 is the company’s largest segment and contributed 40 percent of our

consolidated liquids

production and 44 percent of our consolidated

natural gas production.

2020

Crude Oil

NGL

Natural Gas

Total

Interest

Operator

MBD

MBD

MMCFD

MBOED

Average Daily Net Production

Eagle Ford

Various

%

Various

Gulf of Mexico

Various

Various

Gulf Coast—Other

Various

Various

-

Total Gulf Coast

Bakken

Various

Various

Permian Unconventional

Various

Various

Permian Conventional

Various

Various

Anadarko Basin

Various

Various

Wyoming/Uinta

Various

Various

-

-

Niobrara*

Various

Various

-

Total Great Plains

Total Lower 48

*Disposed in March 2020.

See Note 4

—

Acquisitions and Dispositions in the Notes to Consolidated

Financial Statements for additional

information.

Onshore

At December 31, 2020, we held 10.1 million

net acres of onshore conventional and unconventional

acreage in

the Lower 48, the majority of which is either held

by production or owned by the company.

Our

unconventional holdings total approximately

1.3 million net acres in the following areas:

●

610,000 net acres in the Bakken, located in

North Dakota and eastern Montana.

●

200,000 net acres in the Eagle Ford, located in South

Texas.

●

170,000 net acres in the Permian, located in West Texas and southeastern New Mexico.

●

300,000 net acres in other areas with unconventional

potential.

In response to the oil price collapse that began

in early 2020, we curtailed production

in the Lower 48 by

approximately 55 MBOED in 2020.

For more information related to the 2020 industry

downturn and our

response, please see Item 7. Management’s Discussion and Analysis of Financial

Condition and Results of

Operations.

These production curtailments contributed to

lower production in 2020 compared with

2019 from

our three focus areas:

●

Eagle Ford—We operated five rigs on average in the Eagle Ford during 2020,

resulting in 154

operated wells drilled and 71 operated wells brought

online.

Production decreased 14 percent in 2020

compared with 2019, averaging 186 MBOED and

216 MBOED, respectively.

●

Bakken—We operated an average of two rigs during the year in the Bakken and participated

in

additional development activities operated by co-venturers.

We continued our pad drilling with 57

operated wells drilled during the year and 29

operated wells brought online.

Production decreased 20

percent in 2020 compared with 2019, averaging

78 MBOED and 97 MBOED, respectively.

●

Permian Basin—The Permian Basin is a combination

of legacy conventional and unconventional

assets.

We operated one rig during the full year and another rig during parts of the year

in the Permian

Basin, resulting in 16 operated wells drilled and

16 operated wells brought online.

Production

decreased 1 percent in 2020 compared with 2019,

averaging 85 MBOED and 86 MBOED,

respectively.

Gulf of Mexico

At year-end 2020,

our portfolio of producing properties in

the Gulf of Mexico totaled approximately 60,000

net acres.

A majority of the production consists

of three fields operated by co-venturers:

●

15.9 percent interest in the unitized Ursa Field

located in the Mississippi Canyon Area.

●

15.9 percent interest in the Princess Field, a northern

subsalt extension of the Ursa Field.

●

12.4 percent interest in the unitized K2 Field,

comprised of seven blocks in the Green Canyon

Area.

Dispositions

In the first quarter of 2020, we completed the sale

of our Waddell Ranch interests in the Permian Basin and our

Niobrara interests.

Production from these dispositions was immaterial

to the Lower 48 segment in 2020.

For

additional information on these transactions,

see Note 4—Asset Acquisitions and Dispositions,

in the Notes to

Consolidated Financial Statements.

Facilities

●

Lost Cabin Gas Plant—We operate and own a 60 percent interest in the Lost Cabin

Gas Plant, a 246

MMCFD capacity natural gas processing facility

in Lysite, Wyoming.

The plant is currently operating at

less than capacity due to a fire in December 2018.

Restoration efforts are ongoing and anticipated to be

completed in the first half of 2021.

The expected production loss in 2021

is immaterial to the segment.

●

Helena Condensate Processing Facility—We operate and own the Helena Condensate

Processing Facility,

a 110 MBD condensate processing plant located in Kenedy, Texas.

●

Sugarloaf Condensate Processing Facility—We operate and own an 87.5 percent interest

in the Sugarloaf

Condensate Processing Facility, a 30 MBD condensate processing plant located

near Pawnee, Texas.

●

Bordovsky Condensate Processing Facility—We operate and own the Bordovsky Condensate

Processing

Facility, a 15 MBD condensate processing plant located in Kenedy, Texas.

This facility is currently being

decommissioned.

CANADA

Our Canadian operations consist of the Surmont

oil sands development in Alberta and the liquids-rich

Montney unconventional play in British Columbia.

In 2020, operations in Canada contributed

9 percent of our

consolidated liquids production and 3 percent

of our consolidated natural gas production.

2020

Crude Oil

NGL

Natural Gas

Bitumen

Total

Interest

Operator

MBD

MBD

MMCFD

MBD

MBOED

Average Daily Net

Production

Surmont

50.0

%

ConocoPhillips

-

-

-

Montney

100.0

ConocoPhillips

-

Total Canada

Surmont

Our bitumen resources in Canada are produced

via an enhanced thermal oil recovery method

called SAGD,

whereby steam is injected into the reservoir, effectively liquefying the heavy

bitumen, which is recovered and

pumped to the surface for further processing.

We hold approximately 600,000 net acres of land in the

Athabasca Region of northeastern Alberta.

The Surmont oil sands leases are located approximately

35 miles south of Fort McMurray, Alberta.

Surmont

is a 50/50 joint venture with Total S.A. that offers long-lived, sustained production.

We are focused on

structurally lowering costs, reducing GHG intensity

and optimizing asset performance.

In response to the oil price collapse that began

in early 2020, we voluntarily curtailed

production at Surmont

by approximately 12 MBOED in 2020.

For more information related to the 2020 industry

downturn and our

response, please see Item 7. Management’s Discussion and Analysis of Financial

Condition and Results of

Operations.

Montney

In August 2020, we completed the acquisition

of additional Montney acreage from Kelt Exploration.

This

acquisition consisted primarily of undeveloped

properties, including 140,000 net acres in the

liquids-rich Inga

Fireweed asset Montney zone, which is directly

adjacent to our existing Montney position.

We now hold

approximately 300,000 net acres in the Montney

play with a 100 percent working interest.

For additional

information related to the Kelt Exploration acquisition,

please see Note 4—Acquisitions and Dispositions,

in

the Notes to Consolidated Financial Statements.

Following the completion of third-party offtake facilities,

our newly commissioned processing facility

and

production from our 2019 drilling program

came online in February 2020.

In 2020, development activity

consisted of drilling 14 horizontal wells and completing

18 wells.

Overall, 23 wells came online in 2020.

In

2021, appraisal drilling and completions activity

will continue to further explore the area’s resource potential.

Exploration

Our primary exploration focus is assessing our

Montney acreage.

Additionally, we have exploration acreage in

the Mackenzie Delta/Beaufort Sea Region and

the Arctic Islands.

EUROPE,

MIDDLE EAST AND NORTH AFRICA

The Europe, Middle East and North Africa segment

consists of operations principally located in the

Norwegian

sector of the North Sea; the Norwegian Sea;

Qatar; Libya; and commercial and terminalling

operations in the

U.K.

In 2020, operations in Europe, Middle East

and North Africa contributed 13 percent of our

consolidated

liquids production and 20 percent of our consolidated

natural gas production.

Norway

2020

Crude Oil

NGL

Natural Gas

Total

Interest

Operator

MBD

MBD

MMCFD

MBOED

Average Daily Net Production

Greater Ekofisk Area

30.7-35.1

%

ConocoPhillips

Heidrun

24.0

Equinor

Aasta Hansteen

10.0

Equinor

-

-

Troll

1.6

Equinor

-

Alvheim

20.0

Aker BP

-

Visund

9.1

Equinor

Other

Various

Equinor

-

Total Norway

The Greater Ekofisk Area is located approximately

200 miles offshore Stavanger, Norway, in the North Sea,

and comprises four producing fields: Ekofisk, Eldfisk,

Embla and Tor.

The Tor II redevelopment achieved

first production in December 2020.

Crude oil is exported to Teesside, England, and the natural gas is exported

to Emden, Germany.

The Ekofisk and Eldfisk fields consist

of several production platforms and facilities,

with development drilling continuing over the

coming years.

The Heidrun Field is located in the Norwegian

Sea.

Produced crude oil is stored in a floating

storage unit and

exported via shuttle tankers.

Part of the natural gas is currently injected into

the reservoir for optimization of

crude oil production,

some gas is transported for use as feedstock in

a methanol plant in Norway, in which we

own an 18 percent interest,

and the remainder is transported to Europe

via gas processing terminals in Norway.

Aasta Hansteen is a gas and condensate field located

in the Norwegian Sea.

Produced condensate is loaded

onto shuttle tankers and transported to market.

Gas is transported through the Polarled gas pipeline

to the

onshore Nyhamna processing plant for final processing

prior to export to market.

The Troll Field lies in the northern part of the North Sea and consists

of the Troll A, B and C platforms.

The

natural gas from Troll A is transported to Kollsnes, Norway.

Crude oil from floating platforms Troll B and

Troll C is transported to Mongstad, Norway, for storage and export.

The Alvheim Field is located in the northern part of

the North Sea near the border with the

U.K. sector, and

consists of a FPSO vessel and subsea installations.

Produced crude oil is exported via shuttle

tankers, and

natural gas is transported to the Scottish Area

Gas Evacuation (SAGE) Terminal at St. Fergus, Scotland,

through the SAGE Pipeline.

Visund is an oil and gas field located in the North Sea and consists of a floating

drilling, production and

processing unit, and subsea installations.

Crude oil is transported by pipeline to a nearby

third-party field for

storage and export via tankers.

The natural gas is transported to a gas processing

plant at Kollsnes, Norway,

through the Gassled transportation system.

We also have varying ownership interests in two other producing fields in the Norway

sector of the North Sea.

Exploration

A well we participated in during 2019, Canela,

was expensed as a dry hole in 2020 after post

drill analysis.

In 2020, we completed the third well of a three-well

operated exploration campaign in Block 25/7

in the North

Sea with the Hasselbaink Well.

The Hasselbaink Well encountered insufficient hydrocarbons and was

expensed as a dry hole in 2020.

In the second half of 2020 we completed

a two-well operated exploration

campaign in the Norwegian Sea with the Warka and Slagugle wells.

Both the Warka and Slagugle wells

encountered hydrocarbons and will be evaluated

for future appraisal programs.

We were awarded three new exploration licenses; PL1045, PL1047 and PL1064; and two

acreage additions,

PL917B and PL1009B.

Additionally, we exchanged our interest in the PL938 exploration license for

increased interest in the PL1047 exploration

license.

Transportation

We own a 35.1 percent interest in the Norpipe Oil Pipeline System, a 220-mile pipeline

which carries crude oil

from Ekofisk to a crude oil stabilization

and NGLs processing facility in Teesside, England.

Facilities

We operate and have a 40.25 percent ownership interest in an oil terminal at Teesside, England to support our

Norway operations.

Qatar

2020

Crude Oil

NGL

Natural

Gas

Total

Interest

Operator

MBD

MBD

MMCFD

MBOED

Average Daily Net Production

Qatargas Operating

QG3

30.0

%

Company Limited

Total Qatar

QG3 is an integrated development jointly owned

by Qatar Petroleum (68.5 percent), ConocoPhillips

(30 percent) and Mitsui & Co., Ltd. (1.5 percent).

QG3 consists of upstream natural gas production

facilities,

which produce approximately 1.4 billion gross cubic

feet per day of natural gas from Qatar’s North Field

over

a 25-year life, in addition to a 7.8 million gross

tonnes-per-year LNG facility.

LNG is shipped in leased LNG

carriers destined for sale globally.

QG3 executed the development of the onshore and

offshore assets as a single integrated development

with

Qatargas 4 (QG4), a joint venture between Qatar Petroleum

and Royal Dutch Shell plc.

This included the joint

development of offshore facilities situated in a common

offshore block in the North Field, as well as the

construction of two identical LNG process trains

and associated gas treating facilities

for both the QG3 and

QG4 joint ventures.

Production from the LNG trains and associated

facilities is combined and shared.

Libya

2020

Crude Oil

NGL

Natural Gas

Total

Interest

Operator

MBD

MBD

MMCFD

MBOED

Average Daily Net Production

Waha Concession

16.3

%

Waha Oil Co.

-

Total Libya

-

The Waha Concession consists of multiple concessions and encompasses nearly

13 million gross acres in the

Sirte Basin.

Our production operations in Libya and related

oil exports have periodically been interrupted over

the last several years due to the shutdown of the

Es Sider crude oil export terminal.

In 2020, we had five crude

liftings from Es Sider, compared with 19 crude liftings from Es Sider

in 2019.

Production ceased in February

2020, due to a forced shutdown of the Es

Sider export terminal and other eastern export

terminals after a

period of civil unrest.

In October 2020, force majeure was

lifted allowing production operations and related

oil

exports to resume.

ASIA PACIFIC

The Asia Pacific segment has exploration and

production operations in China, Indonesia,

Malaysia and

Australia.

In 2020, operations in the Asia Pacific segment

contributed 10 percent of our consolidated liquids

production and 32 percent of our consolidated

natural gas production.

Australia

2020

Crude Oil

NGL

Natural Gas

Total

Interest

Operator

MBD

MBD

MMCFD

MBOED

Average Daily Net Production

ConocoPhillips/

Australia Pacific LNG

37.5

%

Origin Energy

-

-

Bayu-Undan*

56.9

ConocoPhillips

Total Australia and Timor-Leste

*This asset was disposed in May 2020.

See Note 4—Asset Acquisitions and Dispositions in the Notes to

Consolidated Financial Statements for

additional information.

Australia Pacific LNG

Australia Pacific LNG Pty Ltd (APLNG), our

joint venture with Origin Energy Limited and China

Petrochemical Corporation (Sinopec), is focused

on producing CBM from the Bowen and Surat

basins in

Queensland, Australia,

to supply the domestic gas market and convert

the CBM into LNG for export.

Origin

operates APLNG’s upstream production and pipeline system, and we operate

the downstream LNG facility,

located on Curtis Island near Gladstone, Queensland,

as well as the LNG export sales business.

We operate two fully subscribed 4.5-million-metric-tonnes-per-year LNG trains.

Approximately 2,800 net

wells are ultimately expected to supply both the

LNG sales contracts and domestic gas market.

The wells are

supported by gathering systems, central gas processing

and compression stations, water treatment

facilities,

and an export pipeline connecting the gas fields

to the LNG facilities.

The LNG is being sold to Sinopec under

20-year sales agreements for 7.6 million metric

tonnes of LNG per year, and Japan-based Kansai Electric

Power Co., Inc. under a 20-year sales agreement

for approximately 1 million metric

tonnes of LNG per year.

As of December 31, 2020, APLNG has an outstanding

balance of $6.2 billion on a $8.5 billion

project finance

facility.

Project finance interest payments are bi-annual, concluding

September 2030.

For additional information, see Note 5—Investments,

Loans and Long-Term Receivables and Note 11—

Guarantees, in the Notes to Consolidated Financial

Statements.

Exploration

In 2019, we entered into an agreement with 3D

Oil to acquire a 75 percent interest in and operatorship

of an

offshore Exploration Permit (T/49P) located in the Otway

Basin, Australia.

We obtained an additional five

percent interest in 2020, increasing our interest

to 80 percent.

The required government approvals for the

transfer of this interest were obtained in June 2020.

We plan to conduct a 3-D seismic survey in the second

half of 2021, subject to governmental approval

of a recently submitted Environmental

Plan.

Dispositions

In May 2020, we completed the divestiture

of our subsidiaries that held our Australia-West assets and

operations.

These subsidiaries held a 37.5 percent interest

in the Barossa Project and Caldita Field, a 56.9

percent interest in the Darwin LNG Facility

and Bayu-Undan Field, and a 40 percent

interest in the Greater

Poseidon Fields.

Production from the beginning of the year

through the disposition date in May 2020 averaged

43 MBOED.

See Note 4—Asset Acquisitions and

Dispositions in the Notes to Consolidated Financial

Statements for additional information.

Indonesia

2020

Crude Oil

NGL

Natural Gas

Total

Interest

Operator

MBD

MBD

MMCFD

MBOED

Average Daily Net Production

South Sumatra

%

ConocoPhillips

-

Total Indonesia

-

During 2020, we operated

two PSCs in Indonesia: the Corridor

Block located in South Sumatra, and

Kualakurun in Central Kalimantan.

Currently, we have production from the Corridor Block.

South Sumatra

The Corridor PSC consists

of two oil fields and seven producing natural gas

fields.

Natural gas is supplied

from the Grissik and Suban gas processing

plants to the Duri steamflood in central Sumatra

and to markets in

Singapore, Batam and West Java.

In 2019, we were awarded a 20-year extension,

with new terms, of the

Corridor PSC.

Under these terms, we retain a majority

interest and continue as operator for at least

three years

after 2023 and retain a participating interest

until 2043.

Exploration

We entered into the Central Kalimantan Kualakurun Block PSC in 2015 with an exploration

period of six

years.

We completed the firm working commitment program in 2017, which included

satellite mapping

and a

740-kilometer 2-D seismic acquisition program.

After completion of prospect evaluation, both

PSC

contractors decided to relinquish rights and return

this block to the government.

Transportation

We are a 35 percent owner of a consortium company that has a 40 percent ownership

in PT Transportasi Gas

Indonesia, which owns and operates the Grissik

to Duri and Grissik to Singapore natural

gas pipelines.

China

2020

Crude Oil

NGL

Natural Gas

Total

Interest

Operator

MBD

MBD

MMCFD

MBOED

Average Daily Net Production

Penglai

49.0

%

CNOOC

-

-

Total China

-

-

Penglai

The Penglai 19-3,

19-9 and 25-6

fields are located

in the Bohai

Bay Block

11/05 and

are in

various stages of

development.

Phase 1 and 2 include production from all

three Penglai oil fields.

Wellhead Platform J Project in the Penglai 19-9 Field achieved first production in 2016.

This project consisted

of 62 wells that have all been completed and brought

online as of December 2020.

The Phase 3 Project in

the Penglai 19-3 and 19-9 fields

consists of three new wellhead platforms and

a central

processing platform.

First production

from Phase

3 was

achieved in

2018 for

two wellhead

platforms and

in

2020

for

the

third

wellhead

platform.

This

project

could

include

up

to

wells,

of

which

have

been

completed and brought online as of December

The Phase 4A Project in the Penglai 25-6 Field

consists of one new wellhead platform and achieved

first

production in December 2020.

This project could include up to 62 new

wells, two of which have been

completed and brought online as of December

Panyu

We have a production license for Panyu 4-1 in Block 15/34.

If a development occurs, our production license

is

for 15 years upon commencement of production.

Exploration

Exploration activities in the Bohai Penglai Field during

2020 consisted of two successful appraisal

wells

supporting future developments in the Bohai

Bay Block 11/05.

We fulfilled our exploration well commitment in Panyu 4-1 in early 2020.

No further exploration well

operations are planned.

Malaysia

2020

Crude Oil

NGL

Natural Gas

Total

Interest

Operator

MBD

MBD

MMCFD

MBOED

Average Daily Net Production

Gumusut

29.0

%

Shell

-

-

Malikai

35.0

Shell

-

-

Kebabangan (KBB)

30.0

KPOC

-

Siakap North-Petai

21.0

PTTEP

-

-

Total Malaysia

-

We have varying stages of exploration, development and production activities across

1.5 million net acres in

Malaysia, with working interests in five PSCs.

Three of these PSCs are located in waters

off the eastern

Malaysian state of Sabah: Block G, Block J and

the Kebabangan Cluster (KBBC).

We operate two exploration

blocks, Block WL4-00 and SK304 in waters

off the eastern Malaysian state of Sarawak.

Block J

Gumusut

We currently have a 29 percent working interest in the Gumusut Field following the

redetermination of the

Block J and Block K Malaysia Unit in 2017.

Gumusut Phase 2 first oil was achieved in

Development

drilling associated with Gumusut Phase 3 is

planned to commence in the fourth quarter

of 2021 with the first

of four planned wells.

First oil is anticipated in 2022.

KBBC

The KBBC PSC grants us a 30 percent working

interest in the KBB, Kamunsu East and Kamunsu

East

Upthrown Canyon gas and condensate fields.

In 2020, we recognized dry hole expense

and impaired the

associated carrying value of unproved properties

in the Kamunsu East Field that is no longer

in our

development plans.

KBB

During 2019, KBB tied-in to a nearby third-party floating

LNG vessel which provided increased gas offtake

capacity.

Production from the field has been reduced

since January 2020, due to the rupture

of a third-party

pipeline which carries gas production from

KBB to market.

The pipeline operator has initiated repairs

with no

production expected to flow through the full length

of the pipeline during 2021.

Block G

Malikai

We hold a 35 percent working interest in Malikai.

This field achieved first production in December 2016

via

the Malikai Tension Leg Platform, ramping to peak production in 2018.

The KMU-1 exploration well was

completed and started producing through the Malikai

platform in 2018.

Malikai Phase 2 development,

a six-

well drilling campaign, commenced in 2020, with

first oil anticipated in 2021.

Siakap North-Petai

We hold a 21 percent working interest in the unitized Siakap North-Petai (SNP) oil

field.

First oil from SNP

Phase 2, a four-well program, is anticipated in the

fourth quarter of 2021.

Production Curtailments

We experienced production curtailments of 4 MBOED in 2020.

Exploration

In 2017, we were awarded operatorship and a

50 percent working interest in Block WL4-00,

which included

the existing Salam-1 oil discovery and encompassed

0.6 million gross acres.

In 2018 and 2019, two

exploration and two appraisal wells were drilled,

resulting in oil discoveries under evaluation

at Salam and

Benum, while two Patawali wells were expensed

as dry holes in 2019.

Further exploration drilling is planned

for 2021.

In 2018, we were awarded a 50 percent working

interest and operatorship of Block SK304 encompassing

2.1

million gross acres offshore Sarawak.

We acquired

3-D seismic over the acreage and completed

processing of

this data in 2019.

Exploration drilling is planned for 2021.

In June 2020, we relinquished our 50 percent interest

in Block SK 313, a 1.4 million gross-acre exploration

block offshore Sarawak.

OTHER INTERNATIONAL

The Other International segment includes exploration

activities in Colombia and Argentina and contingencies

associated with prior operations in other countries.

As a result of our completed Concho acquisition

on

January 15, 2021, we refocused our exploration

program and announced our intent to pursue a managed

exit

from certain areas.

Colombia

We have an 80 percent operated interest in the Middle Magdalena Basin Block

VMM-3.

The block extends

over approximately 67,000 net acres and contains

the Picoplata-1 Well,

which completed drilling in 2015 and

testing in 2017.

Plug and abandonment activity started during

2018 and completed in 2019.

In addition, we

have an 80 percent working interest in the VMM-2

Block which extends over approximately 58,000

net acres

and is contiguous to the VMM-3 Block.

As part of a case brought forward by environmental

groups, the

Highest Administrative Court granted a preliminary

injunction temporarily suspending hydraulic fracturing

activities until the substance of the case is decided.

As a result, we filed two separate Force Majeure requests

before the relevant authority for both blocks, which

were granted.

We

have no immediate plans to perform

under existing contracts, therefore, the Picoplata-1

Well was recorded to dry hole expense and we fully

impaired the capitalized undeveloped leasehold costs

associated with our Colombia assets

during 2020.

Chile

In September 2020,

we notified the operator of our decision to exit

our 49 percent interest in the Coiron Block,

located in the Magallanes Basin in southern Chile.

We are working with local authorities to finalize our

withdrawal from this block.

Argentina

We have a 50 percent nonoperated interest in El Turbio Este Block, within the Austral Basin in southern

Argentina.

Following the acquisition and processing of 3-D

seismic covering approximately 500 square

miles

in 2019, planned activities in 2020 were delayed

due to the impact of COVID-19 and force majeure

in the

block.

We have a 50 percent non-operated interest in the Bandurria Norte and Aguada Federal

blocks within the

Neuquen Basin in central Argentina.

Following a successful production test of two

horizontal wells on the

Aguada Federal Block,

we increased our interest from 45 to 50 percent

in April 2020 where two horizontal

wells continued production testing throughout the

year.

Preparation for a 2021 work program is ongoing.

Venezuela and Ecuador

For discussion of our contingencies in Venezuela and Ecuador, see Note 12—Contingencies and

Commitments, in the Notes to Consolidated Financial

Statements.

OTHER

Marketing Activities

Our Commercial organization manages our worldwide

commodity portfolio, which mainly includes natural

gas, crude oil, bitumen, NGLs and LNG.

Marketing activities are performed through offices

in the U.S.,

Canada, Europe and Asia.

In marketing our production, we attempt to

minimize flow disruptions, maximize

realized prices and manage credit-risk exposure.

Commodity sales are generally made at

prevailing market

prices at the time of sale.

We also purchase and sell third-party volumes to better position the company to

satisfy customer demand while fully utilizing

transportation and storage capacity.

Natural Gas

Our natural gas production, along with third-party

purchased gas, is primarily marketed

in the U.S., Canada,

Europe and Asia.

Our natural gas is sold to a diverse client portfolio

which includes local distribution

companies; gas and power utilities; large industrials;

independent, integrated or state-owned oil and gas

companies; as well as marketing companies.

To reduce our market exposure and credit risk, we also transport

natural gas via firm and interruptible transportation

agreements to major market hubs.

Crude Oil, Bitumen and Natural Gas Liquids

Our crude oil, bitumen and NGL revenues are

derived from production in the U.S., Canada,

Australia, Asia,

Africa and Europe.

These commodities are primarily sold under contracts

with prices based on market indices,

adjusted for location, quality and transportation.

LNG

LNG marketing efforts are focused on equity LNG

production facilities located in Australia

and Qatar.

LNG

is primarily sold under long-term contracts

with prices based on market indices.

Energy Partnerships

Marine Well Containment Company (MWCC)

We are a founding member of the MWCC, a non-profit organization formed in 2010, which

provides well

containment equipment and technology in the

deepwater U.S. Gulf of Mexico.

MWCC’s containment system

meets the U.S. Bureau of Safety and Environmental

Enforcement requirements for a subsea well containment

system that can respond to a deepwater well

control incident in the U.S. Gulf of Mexico.

OSRL Subsea Well Intervention Service (SWIS)

OSRL-SWIS is a non-profit organization in the

U.K. that is an industry funded joint initiative

providing the

capability to respond to subsea well-control incidents.

Through our SWIS subscription, ConocoPhillips

has

access to equipment that is maintained and stored

in a response ready state.

This provides well capping and

containment capability outside the U.S.

Oil Spill Response Removal Organizations (OSROs)

We maintain memberships in several OSROs across the globe as a key element of

our preparedness program in

addition to internal response resources.

Many of the OSROs are not-for-profit cooperatives

owned by the

member companies wherein we may actively

participate as a member of the board of directors,

steering

committee, work group or other supporting role.

Globally, our primary OSRO is Oil Spill Response Ltd.

based in the U.K., with facilities in several

other countries and the ability to respond anywhere

in the world.

In

North America, our primary OSROs include the

Marine Spill Response Corporation for the continental

U. S.

and Alaska Clean Seas and Ship Escort/Response

Ves

sel System for the Alaska North Slope and

Prince

William Sound, respectively.

Internationally, we maintain memberships in various regional OSROs including

the Norwegian Clean Seas Association for Operating

Companies, Australian Marine Oil Spill Center

and

Petroleum Industry of Malaysia Mutual Aid

Group.

Technology

We have several technology programs that improve our ability to develop unconventional

reservoirs, produce

heavy oil economically with less emissions,

improve the efficiency of our exploration program, increase

recoveries from our legacy fields, and implement sustainability

measures.

We are the second largest LNG liquefaction technology provider globally.

Our Optimized Cascade

®

LNG

liquefaction technology has been licensed for

use in 27 LNG trains around the world, with

feasibility studies

ongoing for additional trains and four new products

announced in 2020 that expand the scope

of LNG

licensing.

RESERVES

We have not filed any information with any other federal authority or agency with respect

to our estimated

total proved reserves at December 31, 2020.

No difference exists between our estimated total proved

reserves

for year-end 2019 and year-end 2018, which are shown in

this filing, and estimates of these reserves shown

in

a filing with another federal agency in 2020.

DELIVERY COMMITMENTS

We sell crude oil and natural gas from our producing operations under a variety

of contractual arrangements,

some of which specify the delivery of a fixed and

determinable quantity.

Our commercial organization also

enters into natural gas sales contracts where the

source of the natural gas used to fulfill the

contract can be the

spot market or a combination of our reserves and the

spot market.

Worldwide, we are contractually committed

to deliver approximately 1.1 trillion cubic feet

of natural gas and 156 million barrels of

crude oil in the future.

These contracts have various expiration dates

through the year 2030.

We expect to fulfill these delivery

commitments with third-party purchases, as supported

by our gas management agreements; proved developed

reserves;

and PUDs.

See the disclosure on “Proved Undeveloped

Reserves” in the “Oil and Gas Operations”

section following the Notes to Consolidated Financial

Statements, for information on the development of

PUDs.

COMPETITION

We compete with private, public and state-owned companies in all facets of the

E&P business.

Some of our

competitors are larger and have greater resources.

Each of our segments is highly competitive,

with no single

competitor, or small group of competitors, dominating.

We compete with numerous other companies in the industry, including state-owned companies, to locate and

obtain new sources of supply and to produce oil, bitumen,

NGLs and natural gas in an efficient, cost-effective

manner.

Based on statistics published in the September

7,

2020, issue of the

Oil and Gas Journal

, we were the

third-largest U.S.-based oil and gas company in worldwide

liquids production

and reserves and one of the top

ten U.S. companies measured by worldwide natural

gas production and reserves in 2019.

We deliver our

production into the worldwide commodity markets.

Principal methods of competing include geological,

geophysical and engineering research and technology;

experience and expertise; economic analysis

in

connection with portfolio management; and safely

operating oil and gas producing properties.

HUMAN CAPITAL MANAGEMENT

Values, Principles and Governance

At ConocoPhillips, our human capital management

approach is anchored to our core SPIRIT Values.

Our

SPIRIT Values – Safety,

People, Integrity, Responsibility, Innovation, and Teamwork – set the tone for how

we interact with all our stakeholders, internally

and externally. In particular, we believe a safe organization is a

successful organization, so we prioritize personal and

process safety across the company. Our SPIRIT Values

are a source of pride. Our day-to-day work is guided

by the principles of accountability and performance,

which means the way we do our work is as important

as the results we deliver. We believe these core values

and principles set us apart, align our workforce

and provide a foundation for our culture.

Our Executive Leadership Team (ELT) and our Board of Directors play a key role in setting our human capital

management philosophies and tracking our progress.

The ELT and Board of Directors engage often on

workforce-related topics. Our human capital

management programs are overseen and administered

by our

human resources function with support from

business leaders across the company.

We depend on our workforce to successfully execute our company’s strategy and we recognize the importance

of creating a workplace in which our people feel valued.

We take a broad view of human capital management

that begins with offering a compelling culture and includes

programs and processes necessary for ensuring

we

have an engaged workforce with the skills

to meet our business needs. The key elements

of our human capital

management are described below.

COVID-19 Response

In 2020, a significant effort was undertaken to address the

ongoing COVID-19 pandemic. In the very early

stages of the pandemic, we adopted and embraced

three company-wide priorities to guide our activities

in the

midst of COVID-19: to protect our employees, mitigate

the spread of COVID-19 and safely run the business.

We have pursued these priorities via a coordinated crisis management support team,

frequent workforce

communications and flexible programs to suit

the challenging environment.

We transitioned to a remote work

environment for periods of time to ensure the safety

of our employees, partners and the community, and then

implemented rigorous cleaning and disinfecting

processes and rigorous mitigation protocols

to keep our

workforce safe, including temperature scans, social

distancing, face covering requirements

and increased

sanitation as employees returned to the office setting.

Culture of Feedback and Engagement

Our human capital management approach recognizes

that a compelling culture and an engaged workforce

are

powerful determinants of business success.

Beginning in 2019, we launched a coordinated, multi-year, global

employee feedback program called “Perspectives.”

In mid-2019 we administered our first

Perspectives survey,

which received an 86 percent employee response

rate and yielded more than 35,000 comments.

We achieved

an employee satisfaction score that, on a 100-point

scale, was 5 points higher than general industry

and 11

points higher than our energy peers who used the same platform.

Importantly, the quantitative and qualitative

survey data were used by leaders across the company

to identify and analyze relative strengths

and gaps and to

develop action plans to address gaps.

We intended to repeat the comprehensive Perspectives survey in 2020; however, in light of the COVID-19

pandemic and the significant industry downturn,

we elected to defer the full survey until

2021 and instead

focused our 2020 feedback program on the specific

topic of Diversity and Inclusion (D&I).

The survey

“Perspectives Pulse: D&I” also received a high

response rate with over 10,000 comments.

The ELT and an

internal D&I Council are responsible for analyzing

the survey data to identify D&I strengths

and gaps, and to

use the findings to establish 2021 D&I priorities

and action plans.

The company’s D&I commitment, activities

and programs are described below.

Diversity and Inclusion

Our commitment to D&I is foundational to our SPIRIT

Values

and our stated company-wide D&I goal is

to

have “a diverse culture of belonging where everyone

feels valued.”

We believe a diverse workforce and an

inclusive environment that reflects different backgrounds,

experiences, ideas and perspectives drives

innovation, employee satisfaction and overall

company performance.

We hold our entire workforce

accountable for creating and sustaining an inclusive

work environment.

Our leaders are accountable for

having personal D&I goals each year and we believe

senior leadership involvement is critical

for achieving

meaningful progress on D&I.

The ELT has ultimate accountability for advancing our D&I commitment through a governance

structure that

includes an ELT-level D&I Champion, a global D&I Council consisting of senior leaders

from across the

company and organization-wide D&I goals.

Leaders meet regularly with each other and

with the workforce to

discuss challenges, opportunities, best practices

and progress.

In addition, our D&I plans and progress are

reviewed regularly with the Board of Directors.

In 2018, the company established three pillars

to guide our D&I activities: leadership accountability, employee

awareness, and processes and programs.

Since then, we have established corporate priorities

annually under

each of these areas.

In 2020 we also published our first D&I

Annual Report internally and we expect to update

this report periodically as an important part

of holding ourselves accountable for progressing

our D&I goals

throughout ConocoPhillips.

Some of our key D&I actions and accomplishments

over the past few years

include:

●

Publishing our first D&I Dashboards internally

which contain key D&I statistics for our

global and

U.S. employees at year-end for the periods 2015-2019;

●

Launching a company-wide platform for our workforce

to talk openly about D&I;

●

Expanding our workforce recognition programs to

include a prestigious “SPIRIT Award” for D&I

advocates;

●

Implementing a “how rating” and an upward feedback

process as part of our performance

management system to hold our workforce

and our leaders accountable for D&I;

●

Broadening our D&I-related training resources;

and

●

Advocating for broad participation in, and awareness

of our extensive network of employee resource

groups, which drew participation from over 5,000

people in 2020.

We recognize that achieving our D&I goals require the visible actions described above,

but also requires a

clear linkage to the daily activities of our workforce.

These activities include:

●

Educating managers on inclusive hiring practices;

●

Conducting immersive D&I training for senior

leaders and influencers;

●

Examining our Talent Management Teams’ processes to eradicate bias within our selection and

succession efforts;

●

Working with partners to connect veterans and individuals with disabilities with employment;

●

Promoting inclusion of employees with disabilities

through a robust accommodation process available

to all employees;

●

Ensuring diverse internal and external candidate

slates; and

●

Creating balanced interview teams to mitigate

any unconscious bias in our hiring processes.

We actively monitor diversity metrics on a global basis.

In addition to our internal dashboards, we publicly

report our representation of women and minorities

in leadership roles.

We have also committed to publicly

disclose ConocoPhillips’ Consolidated EEO-1 Report

effective upon our next submission to the U.S. Equal

Employment Opportunity Commission in 2021.

Tables of 2020 employee demographics by gender and

ethnicity, and by country, are shown below:

2020 Employees by Gender

and Ethnicity

Male

Female

Non-POC

**

POC

All Employees

%

%

%

%

All Leadership

Top Leadership

Junior Leadership

*While we present male and female, we acknowledge this is not fully encompassing

of all gender identities.

**"POC" refers to People of Color or racial and ethnic minorities self-reported in the U.S.

Note: percentages based on year-end 2020 employee count of 9,700.

2020 Employees by Country

Percent of Total

USA

%

Norway

Canada

Indonesia

Great Britain

Australia

China

Other Global Locations

Our human capital management approach addresses

programs and processes necessary for ensuring

an

engaged workforce with the skills to meet

our business needs.

We take a holistic view of human capital

management that addresses each of the critical

components of workforce planning.

These are described in

more detail below.

Hiring & Retention

Our success depends on having the right workforce

to meet our business needs. Attracting and retaining

a

skilled,

engaged and diverse workforce is a top priority.

We conduct routine personnel needs assessments with

leaders to ensure we have the organizational capacity

and capabilities to execute our business plans.

We’ve

taken significant steps to embed inclusion into

each step of our recruiting practices, including

adapting the way

we construct job descriptions to using intentionally

diverse interview panels.

To attract qualified, diverse

candidates for full-time positions or internships,

we recruit from a number of universities

in the U.S.

By

attending conferences and recruiting at Hispanic-serving

institutions and historically black colleges

and

universities, we have extended a broader outreach

to potential diverse candidates.

We closely monitor recruitment metrics through our university dashboards in areas

such as gender, ethnicity

and university acceptance rates to help guide

decisions and best practices.

These are disclosed internally

through our D&I Dashboards to ensure greater transparency.

In addition, voluntary turnover metrics are

routinely tracked and disclosed to guide our

retention activities, as necessary.

2020 Hiring & Retention Metrics (U.S.)

Percent of Total

University hire acceptance

%

Interns acceptance

Diversity hiring - Women

Diversity hiring - POC

Total voluntary attrition

Talent Development

We employ a comprehensive approach for ensuring our workforce is adequately

prepared for their

responsibilities and also to advance their career. Our workforce is trained

through a combination of on-the-job

learning, formal training, regular feedback and

mentoring.

Skill-based Talent Management Teams (TMTs)

guide employee development and career progression

by skills and location. The TMTs help identify our future

business needs and assess the availability of

critical skill sets within the company. We use a performance

management program focused on objectivity, credibility and transparency.

The program includes broad

stakeholder feedback, real-time recognition and

a formal rating to assess behaviors to ensure

they are in line

with our SPIRIT values.

ConocoPhillips has established core leadership

competencies that provide a common baseline

of knowledge,

skills, abilities, and behaviors to support employee

performance, growth, and success.

All supervisors have

access to a voluntary 360-feedback tool to receive

feedback on their strengths and opportunities

relative to

these competencies.

We offer training on a broad range of technical and professional skills, from data

analytics to communication skills.

Compensation, Benefits and Well-Being

We offer competitive, performance-based compensation packages and have global equitable

pay practices.

Our compensation programs are generally comprised

of a base pay rate, the annual Variable Cash Incentive

Program (VCIP) and, for eligible employees, the

Restricted Stock Unit (RSU) program.

From the CEO to the

frontline worker, every employee participates in VCIP, our annual incentive program, which aligns employee

compensation with ConocoPhillips’ success

on critical performance metrics and also recognizes individual

performance.

Our RSU program is designed to attract and

retain employees, reward performance, and

align

employee interest with stockholders by encouraging

stock ownership.

Our retirement and savings plans are

intended to support employee’s financial futures and are competitive within

local markets.

We routinely benchmark our global compensation and benefits programs to ensure

they are competitive,

inclusive, aligned with company culture, and allow

our employees to meet their individual needs and

the needs

of their families.

We provide flexible work schedules and competitive time off, including parental leave

policies in many locations.

In 2020, our U.S. parental leave benefit

increased from two weeks to six weeks

and combined with our maternity benefit

(eight weeks), new birth mothers are eligible

for up to 14 weeks of

paid leave.

Our global wellness programs include biometric

screenings and fitness challenges designed

to educate and

promote a healthy lifestyle.

All employees have access to our employee assistance

program, and many of our

locations offer custom programs to support mental

well-being.

Compensation Risk Mitigation

ConocoPhillips has considered the risks associated

with each of its executive and broad-based compensation

programs and policies.

As part of the analysis, we considered the performance

measures we use, as well as the

different types of compensation, varied performance measurement

periods, and extended vesting schedules

utilized under each incentive compensation program.

As a result of this review, management concluded the

risks arising from our compensation policies

and practices are not reasonably likely to have

a material adverse

effect on ConocoPhillips.

As part of the Board of Directors’ oversight of ConocoPhillips’

risk management

programs, the Human Resources Compensation

Committee (HRCC) conducts a similar review

with the

assistance of its independent compensation consultant.

The HRCC agrees with management’s conclusion that

the risks arising from our compensation policies

and practices are not reasonably likely to

have a material

adverse effect on ConocoPhillips.

GENERAL

At the end of 2020, we held a total of 1,038 active

patents in 50 countries worldwide, including

419 active

U.S. patents.

During 2020, we received 65 patents in the U.S.

and 69 foreign patents.

Our products and

processes generated licensing revenues of $16

million related to activity in 2020.

The overall profitability of

any business segment is not dependent on any

single patent, trademark, license, franchise

or concession.

Health, Safety and Environment

Our HSE organization provides tools and support to our

business units and staff groups to help them ensure

world class HSE performance.

The framework through which we safely

manage our operations, the HSE

Management System Standard, emphasizes process

safety, risk management, emergency preparedness and

environmental performance, with an intense focus

on process and occupational safety.

In support of the goal

of zero incidents, HSE milestones and criteria are

established annually to drive strong safety

and

environmental performance.

Progress toward these milestones and criteria

are measured and reported.

HSE

audits are conducted on business functions periodically, and improvement actions

are established and tracked

to completion.

We have designed processes relating to sustainable development in our economic,

environmental and social performance.

Our processes, related tools and requirements

focus on water,

biodiversity and climate change, as well as social

and stakeholder issues.

The environmental information contained in Management’s Discussion

and Analysis of Financial Condition

and Results of Operations on pages 64 through

69 under the captions “Environmental” and “Climate

Change”

is incorporated herein by reference.

It includes information on expensed and

capitalized environmental costs

for 2020 and those expected for 2021 and 2022.

Website Access to SEC Reports

Our internet website address is

www.conocophillips.com

.

Information contained on our internet website is

not

part of this report on Form 10-K.

Our Annual Reports on Form 10-K, Quarterly

Reports on Form 10-Q, Current Reports on Form 8-K

and any

amendments to these reports filed or furnished pursuant

to Section 13(a) or 15(d) of the Securities Exchange

Act of 1934 are available on our website, free of

charge, as soon as reasonably practicable after such reports

are filed with, or furnished to, the SEC.

Alternatively, you may access these reports at the SEC’s website at

www.sec.gov

.

Next: Item 1A. RISK FACTORS