ConocoPhillips (COP) 10-K risk factor changes: FY2020 vs FY2019

[removed: If any of these risks] were to occur, our business, operating [removed: results and financial]

[removed: condition,] as well [added: as]

[removed: as the] value of an investment in our common [added: stock]

[removed: stock] could be adversely [removed: affected.]

to [added: stem] the

effects of changing [removed: commodity prices.]

[removed: Prices] [added: we receive] for crude oil, bitumen, natural gas, [removed: NGLs and]

[removed: Given volatility in] commodity [removed: price drivers][added: prices given the volatility]

[added: in commodity price drivers] and the worldwide political [removed: and economic]

[removed: hostilities] in various oil-producing [removed: regions around the]

[added: business and our] revenues, operating results [removed: and future rate of growth]

[added: rate of growth] are highly dependent on the prices

[removed: crude] oil, bitumen, natural [removed: gas,] [added: gas and] NGLs and [added: other factors]

revenues, [removed: operating income,] [added: earnings,] cash flows and liquidity, and may also affect the amount [added: of dividends]

[removed: declare] and pay on our common [removed: stock and the][added: stock.]

[removed: part] of the [added: $25 billion] share

[removed: we can produce] economically, [added: thus] adversely affecting our proved [removed: reserves,] [added: reserves and] reserve replacement [added: ratio]

[removed: accelerating the] reduction in our existing reserve levels [added: as we continue]

[removed: as we continue] production from upstream [added: fields.]

gas, NGLs and LNG prices could also [removed: require]

[added: require] us to reduce

[removed: impairments,] which are described in [added: Note 7—]

[removed: in the Notes] to Consolidated Financial [removed: Statements.]

[removed: If] commodity prices [removed: remain] [added: remains] low relative [added: to historic]

[removed: to] their [removed: historic]

[removed: and] exercise capital flexibility, it is reasonably likely [added: we will incur future impairments]

[removed: used in] operations, investments in nonconsolidated [added: entities]

[removed: entities] accounted for under the equity method and [added: unproved]

[removed: unproved] properties.

Although it is not reasonably [added: practicable to quantify]

[removed: practicable to quantify] the impact of any future

[removed: impairments] [added: rates] at this time, our results of operations [added: could]

Cash available for [removed: distribution.][added: distribution;]

[removed: results] [added: and Results] of [removed: operations.][added: Operations.]

The level of distributions paid by comparable [removed: companies.][added: companies;]

Our operating [removed: expenses.][added: expenses; and]

[removed: In February, 2020,] [added: factors that] our Board of Directors

Our share repurchase program does not [removed: obligate]

[removed: us] to acquire a specific number of [added: shares during any]

[removed: shares during any] period, and our decision to [added: commence, discontinue]

If any of these risks or other risks that are yet unknown

results and financial condition, as well as the

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

NGLs and

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.

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

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

described herein.

Even after a recovery, our industry will continue to be exposed to the

and economic

environment generally, as well as continued uncertainty caused by armed hostilities

regions around the globe.

we elect to declare

As a result of the oil market downturn that

Our operating results, our future rate of growth

and the carrying value of our assets are exposed

LNG can fluctuate widely.

Brent crude oil prices

averaged $64 per barrel in 2019, ranging from

a low of $53 per barrel in January to a high of almost

$75 per

barrel in April.

environment generally, as well as increased uncertainty generated by recent (and

potential future) armed

globe, price trends may continue to be volatile.

Our

we receive for our

The factors influencing these prices are

beyond our control.

of dividends we elect to

amount of shares we elect to acquire as

repurchase program and the timing of such acquisitions.

ratio and

fields.

In the past three years, we recognized several

Note 9—Impairments and the “APLNG” section

of Note 6—Investments, Loans and Long-Term Receivables,

we will incur future impairments to long-lived assets

could be

Additionally, as of December 31, 2019, $5.4 billion of repurchase authority

remained of the $15 billion share

approved an increase to our repurchase authorization

from $15 billion to $25 billion, to support

our plan for

future share repurchases.

commence, discontinue or resume repurchases

depend on the same factors that our Board of

terms.

this agreement, we are therefore now forced to

unpaid amounts

resources

potential

countries in

which we operate.

[added: development] plans,

The words “anticipate,” [removed: “estimate,”] “believe,” [added: “budget,”]

“predict,” [added: “projection,”] “seek,” “should,” [added: “target,”] “will,”

[removed: “would,”] “expect,” [removed: “objective,” “projection,”] “forecast,” [added: “intend,”] “goal,” “guidance,”

[added: “would,”] and similar expressions identify forward-looking statements.

The company does not undertake to [removed: update,]

[added: update,] revise or correct any of the forward-looking information unless required to do so under the federal [removed: securities]

[added: securities] laws.

Readers are cautioned that such forward-looking statements should be read in conjunction [removed: with]

[added: in] the [added: issuance]

[removed: company’s][added: company]

[added: with the company’s] disclosures under the heading: “CAUTIONARY STATEMENT [removed: FOR THE PURPOSES OF THE]

[added: THE] ‘SAFE HARBOR’ PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF [removed: 1995,”]

[added: 1995,”] beginning on page

with operations and activities in [removed: 17] [added: 15] countries.

assets in North America, [removed: Europe, Asia] [added: Europe] and [added: Asia;]

[removed: Australia;] LNG developments; oil sands [added: assets] in [added: Canada;]

[removed: Canada; and an][added: Canada,]

[removed: inventory of] global conventional and unconventional [added: exploration]

[removed: exploration] prospects.

Headquartered in Houston, Texas, [added: at]

[removed: at] December 31, [removed: 2019,] [added: 2020,] we employed approximately

[removed: 10,400] [added: 9,700] people worldwide and had total

[added: Current] assets [removed: of]

[removed: $71] billion.

[removed: to be volatile] in 2019.

[removed: first quarter turned to pessimism in] the [removed: second] [added: first] quarter [added: of 2020.]

[removed: At] [added: onto] the

oil [removed: prices.]

[removed: five] percent of the [added: original guidance.]

from the [removed: prior year.]

Our [removed: business] strategy [added: is]

[removed: retaining upside during] periods of higher prices.

[added: the] balance [added: at]

a strong balance sheet, [removed: deliver]

[removed: compelling] returns of [removed: capital,][added: capital to shareholders.]

[removed: invest] [added: of sufficient] capital to sustain [added: production]

[removed: greater than 30] [added: 57] percent of our net cash provided [added: by operating]

our [removed: cash from] [added: field] operations.

[removed: We believe] [added: Demonstrating] our commitment to

“continue,” “could,” “effort,” “estimate,” “expect,”

“should,” “target,” “will,”

[75.](#a25438)

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

and gas exploration and production company

with operations across New Mexico and West Texas.

addition of complementary acreage in the

Delaware and Midland Basins creates a sizeable

Permian presence to

augment our leading unconventional positions

in Canada.

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

of approximately 286 million shares of ConocoPhillips

We also assumed $3.9 billion in

aggregate principal amount of outstanding debt for

Concho, which was recorded at fair value of $4.7

of the closing date.

The combined companies are expected to

capture approximately $750 million of annual

related to this transaction, see Note 25—

Acquisition of Concho Resources Inc. in the

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,

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

“budget,” “continue,” “could,” “intend,” “may,” “plan,” “potential,”

“outlook,” “effort,” “target”

[70.](#a23697)

Global oil prices continued

Optimism about worldwide economic growth during

as trade disputes dampened growth forecasts.

end of the second quarter, geopolitical tensions in the Middle East,

threatening the safe passage of supertankers

carrying crude oil through the Persian Gulf, revived

Worldwide economic growth concerns returned

in the third quarter to depress prices, only to be

reversed again by geopolitical tensions in the

Middle East, as

oilfield infrastructure in Saudi Arabia was attacked,

temporarily disrupting approximately

world’s oil supply.

Production was restored relatively quickly, and prices settled in the fourth

quarter.

Brent

crude averaged $64

per barrel in 2019, down nine percent

anticipates prices will remain volatile and is designed

to be resilient in lower price environments, while

Portfolio diversification and optimization, a strong

sheet and disciplined capital investment have positioned

our company to navigate through volatile energy

cycles.

Our value proposition principles, namely, to focus on financial returns, maintain

and expand cash flow through disciplined capital

investments, are being

executed in accordance with our priorities for

allocating cash flows from the business.

These priorities are:

production and pay our existing dividend;

grow our existing dividend; maintain debt at

a level we believe is sufficient to maintain a strong investment

grade credit rating through price cycles; allocate

by operating activities to share repurchases

and dividends;

and, invest capital in a disciplined fashion to grow

the Value [removed: at Risk (VaR)]

[added: at Risk (VaR)] limits for the

[added: Based on] the

balance sheet at December 31, [removed: 2019,][added: 2020,]

[removed: at] December 31, [removed: 2019] [added: 2020] and [removed: 2018,][added: December 31, 2019, were]

[added: The table presents] principal cash flows and related [removed: weighted-average]

[added: weighted-average] interest rates by expected

The fair value of the fixed-rate debt is [added: measured]

[removed: measured] using prices available from a pricing [added: service]

[removed: service that is] corroborated by market [added: data.]

At December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] we held foreign

swaps [removed: and options] for purposes of mitigating [added: our cash-related]

[added: to] our [removed: cash-]

[removed: related] exposures.

Although these [removed: forwards, swaps] [added: forwards] and [removed: options][added: swaps hedge exposures]

[removed: rates, we elected] not to utilize hedge accounting.

[removed: currency exchange] derivatives is recorded directly [added: in earnings.]

At December 31, 2019, [added: we had outstanding foreign]

[added: exchange] forward contracts to sell $1.35 billion

[removed: billion] CAD at [removed: $0.842] [added: $0.748] CAD against the U.S. dollar.

[removed: Based on the] assumed volatility in the fair value [added: calculation,]

[removed: calculation,] the net fair value of these foreign currency

[removed: contracts] at December 31, [removed: 2019] [added: 2020] and [added: 2019, was immaterial]

[added: At] December 31, [added: 2020,]

[removed: 2018, was] a before-tax loss of [removed: $28] [added: $16] million and [removed: a before-tax][added: $28 million,]

[removed: million,] respectively.

[removed: adverse] [added: A] hypothetical 10 percent change in [removed: the]

[removed: result in an additional] before-tax loss of [removed: $115] [added: $39] million and [removed: $17] [added: $115] million,

The sensitivity analysis is [added: based on changing]

[removed: based on changing] one assumption while holding [added: all other]

[removed: all other] assumptions constant, which in practice [added: may be]

unlikely to occur, as changes in some of the assumptions may [removed: be correlated.]

at December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] were as follows:

[removed: Notional*][added: Notional]

Fair [removed: Value][added: Value*]

[removed: Denominated] [added: *Denominated] in USD.

instruments, see Note [removed: 14—Derivative and Financial][added: 13—Derivative]

[removed: FINANCIAL STATEMENTS AND SUPPLEMENTARY][added: and Financial]

[removed: February 18,] 2020

[added: change in the] December [removed: 31, 2019] [added: 2020] and [removed: 2018, the related consolidated][added: December 2019]

prevailing interest rates would not have a material

impact on interest expense associated with our floating-rate

debt.

that is

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.

\-End 2020

8.47

0.22

2.53

1.12

7.03

3.51

2025

5.33

11,793

6.28

0.11

13,209

1,083

18,023

1,083

2024

to fluctuations in exchange rates, we elected

currency exchange

forward contracts to sell $0.45 billion

contracts at

Based on an adverse hypothetical 10 percent

exchange rate, this would result in an additional

be correlated.

(16)

was immaterial to our

The table presents

data.

\-

2.54

7.20

3.52

13,188

\-End 2018

2019

9.13

12,599

6.16

1.78

15,364

hedge exposures to fluctuations in exchange

in earnings.

At December 31, 2018, we had outstanding foreign

zero-cost collars buying the right to sell $1.25 billion

CAD at $0.707

CAD and selling the right to buy $1.25

gain of $6

Based on an

December 2019 and December 2018 exchange rate, this

would

may be

2018

Sell U.S. dollar, buy British pound

USD

(5)

1,250

Sell British pound, buy Norwegian krone

GBP

*Denominated in USD, CAD and GBP.

Statements.

Item 8.

DATA

CONOCOPHILLIPS

INDEX TO FINANCIAL STATEMENTS

Page

the discharge of materials into the [removed: environment][added: environment.]

While it is not possible to [added: accurately predict]

[removed: accurately predict] the final outcome of these pending [added: proceedings,]

[removed: proceedings,] if any one or [removed: more of such proceedings]

[added: more of such proceedings] were to be decided adversely [removed: to ConocoPhillips,]

[added: to ConocoPhillips,] we expect there would be [removed: no material effect on our]

[added: material effect on our] consolidated financial position.

[removed: to] SEC regulations.

no

to

for

this reporting period.

The following proceedings include those

matters that arose during the fourth quarter of

2019, as well as matters previously reported in our

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

2019 Form 10-Qs that were not resolved prior

to the fourth quarter of 2019.

Material developments to the

previously reported matters have been included

in the descriptions below.

Matters Previously Reported—ConocoPhillips

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

Agreed Order to

ConocoPhillips Company to resolve alleged violations

of the Texas Health & Safety Code and/or Commission

Rules occurring in 2015 through 2017 at a formerly

owned gas injection plant in Howard

County, Texas.

In

November of 2019, the company concluded

this matter by entering into an Agreed Order

with the agency and

paying an administrative penalty of $120,014.

2019 [added: from]

[removed: Washington,] D.C. 20549

ANNUAL REPORT PURSUANT [removed: TO SECTION 13 OR 15(d)]

OF THE SECURITIES EXCHANGE ACT OF [added: 1934]

TRANSITION REPORT PURSUANT [removed: TO SECTION 13 OR 15(d)]

(Exact name of registrant as specified in its [removed: charter)]

Registrant's telephone number, including [removed: area code:]

Securities registered pursuant to Section 12(b) of the [added: Act:]

Securities registered pursuant to Section 12(g) of the [added: Act: None]

Indicate by check mark if the registrant is a well-known seasoned issuer, [added: as defined in Rule 405 of the Securities Act.]

Indicate by check mark if the registrant is not required to file reports [added: pursuant to Section 13 or Section 15(d) of the Act.]

Indicate by check mark whether the registrant (1) has filed all reports required [added: to be filed by Section 13 or 15(d) of the Securities]

[removed: Securities Exchange Act of] [added: OF THE SECURITIES EXCHANGE ACT OF] 1934 [removed: during the preceding 12 months (or]

[added: Exchange Act of 1934 during the preceding 12 months (or] for such shorter period that the registrant was [added: required to file such]

[removed: required to file such] reports), and (2) has been subject to such filing requirements for [added: the past 90 days.]

Indicate by check mark whether the registrant has submitted electronically [added: every Interactive Data File required to be submitted]

[removed: such shorter period that] the registrant was required to submit such files).

Indicate by check mark whether the registrant is a large accelerated filer, [added: an accelerated filer, a non-accelerated filer, a smaller]

[added: reporting company,] or an emerging growth company.

See the definitions of “large accelerated filer,” [added: “accelerated filer,” “smaller]

[added: reporting] company” and “emerging growth company” in Rule 12b-2 of the Exchange [added: Act.]

[removed: Emerging] growth company

[added: If an emerging growth company,] indicate by check mark if the registrant has elected not to use the extended [added: transition period for]

[removed: transition period for] complying with any new or revised financial accounting [added: standards provided pursuant to Section 13(a) of the Exchange Act.]

Indicate by check mark whether the registrant is a shell company (as defined [added: in Rule 12b-2 of the Act).]

The aggregate market value of common stock held by non-affiliates of [added: the registrant on June 30, 2020, the last business day of the]

[removed: of $61.00,] [added: 3] was [removed: $]

shares of common stock outstanding at January 31, [removed: 2020.][added: 2021.]

Portions of the Proxy Statement for the Annual Meeting of Stockholders to be [added: held on May 11, 2021 (Part III)]

[removed: Europe] [added: Europe, Middle East] and North Africa

[removed: Asia] Pacific [added: segment] and [added: the Europe,] Middle East

The following industry-specific, accounting and [added: other]

[removed: other] terms, and abbreviations may be commonly

The words “anticipate,” “estimate,” “believe,” [added: “budget,”]

[removed: 21] [added: 23] and “CAUTIONARY STATEMENT

[removed: with operations and] activities in [removed: 17] [added: 15] countries.

Our [removed: diverse,]

[added: Our diverse,] low cost of supply portfolio includes [removed: resource-rich]

[removed: unconventional] plays in North America; [added: conventional assets]

[removed: assets] in North America, Europe, [removed: Asia] and [removed: Australia;][added: Asia; LNG developments;]

2020

Washington,

TO SECTION 13 OR 15(d)

TO SECTION 13 OR 15(d)

charter)

pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that

Emerging

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.

\]

\[

registrant’s most recently completed second fiscal quarter, based on the closing price on that date of $42.02, was $

45.1

1,354,734,727

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

Asia Pacific

Human Capital Management .........................................................................................

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

EUR

Euro

MBOD

thousand barrels of oil per day

MM

million

MMBOD

million barrels of oil per day

MMBOED

millions of barrels of oil

equivalent per day

ESG

Environmental, Social and

Corporate Governance

G&G

geological and geophysical

[75.](#a25438)

resource-rich unconventional

sands assets in Canada; and an inventory of

On

assets of $63 billion.

1934

December 31, 2019

ConocoPhillips

Act:

Act: None

as defined in Rule 405 of the Securities Act.

pursuant to Section 13 or Section 15(d) of the

Act.

to be filed by Section 13 or 15(d) of the

the past 90 days.

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

an accelerated filer, a non-accelerated filer,

smaller reporting company,

“accelerated filer,” “smaller reporting

If an emerging growth company,

standards provided pursuant to Section

13(a) of the Exchange Act.

in Rule 12b-2 of the Act).

the registrant on June 28, 2019, the last

business day of the registrant’s most recently

completed second fiscal quarter, based on

the closing price on that date

67.7

billion.

1,081,132,415

held on May 12, 2020 (Part III)

PART

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

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

6.

Selected Financial Data ......................................................................................................

MBOED

MMCFD

United Kingdom

“budget,”

[70.](#a23697)

conventional

LNG developments; oil sands assets in Canada;

[removed: President,] Asia Pacific & Middle East [added: since April 2015.]

[added: Executive Vice] President, Lower 48

Senior Vice President, Legal, General Counsel [removed: and Corporate Secretary]

next annual meeting is May [removed: 12, 2020.][added: 11, 2021.]

[removed: Set forth] below is information about the executive

was appointed Vice President and Controller as of January [removed: 1,] 2019, having

[added: having] previously served as Vice President, Corporate [removed: Planning & Development]

was appointed Senior Vice President, Corporate Relations as of January [removed: 1,][added: 2019,]

[removed: 2019,] having

was appointed Executive Vice President and Chief Operating Officer as of January [removed: 1,][added: 2019,]

[removed: having] previously served as Executive Vice President, Strategy, Exploration and Technology since [removed: April] [added: March] 2016 [added: and]

[removed: and] Executive Vice President, Exploration and Production, from [added: May] 2012 to [added: March]

Prior to that, he was [removed: employed]

[added: employed] by Nexen, Inc., where he served as [removed: Executive]

[added: Executive] Vice President, International since 2010.

[added: 2020, having] previously served as President, [removed: Canada since]

[removed: October] 2016.

Prior to that, he served as [removed: Vice President, Health,]

Government Affairs in [added: February] 2013.

[added: that, he] served as managing partner of BlueWater Strategies LLC, since 2002.

was appointed [added: Executive Vice] President, Lower 48 [removed: as of June][added: in January 2021.]

[added: was Vice] President, Corporate Planning & Development since [added: May 2012.]

[added: 2015 to] January 2017.

Prior to that, [removed: he served as President, U.K.]

Mr. Macklon previously served as Senior Vice President, Oil Sands [added: in Canada from]

[removed: from] July 2012 to September 2015.

was appointed Senior Vice President, Legal, General Counsel [removed: and Corporate][added: in September]

[removed: September] 2018.

[removed: Prior to that,] she was a senior partner in the Houston [added: office of an international]

[removed: Baker Botts L.L.P., where she] counseled clients on corporate and securities [removed: matters.]

She began her career at [added: the firm in 1991.]

was appointed Executive Vice President and Chief Financial Officer [removed: on January][added: as of September]

[added: August 2020,] having previously served as [removed: Executive Vice] President, [removed: Finance, Commercial]

Timothy A.

Leach

Senior Vice President, Strategy, Exploration and Technology

Nicholas G.

Olds

Senior Vice President, Global Operations

*On February 16, 2021.

Set forth

having

Timothy A.

Leach

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.

Prior to

was appointed Senior Vice President, Strategy, Exploration and Technology as of

Lower 48 since June 2018.

Vice President, Corporate Planning & Development since January 2017 and

President, U.K. from September

Nicholas G.

Olds

was appointed Senior Vice President, Global Operations as of August

2020,

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

law firm, Baker Botts L.L.P., where she

matters.

Michael D.

Hatfield

President, Alaska, Canada and Europe

Don E.

Wallette, Jr.

*On February 15, 2020.

was appointed President, Asia Pacific & Middle

East as of April 1, 2015, having

since May 2012.

2019,

was appointed President, Alaska, Canada and Europe

as of June 3, 2018, having

Safety and Environment from December 2015

to October 2016.

Mr. Hatfield became Vice President, Cost

Optimization in March 2015 and served in that

role until December 2015.

Mr. Hatfield previously held the

position of Vice President, Rockies Business Unit from March 2013 to March

2015.

1, 2018, having previously served as Vice

from September 2015 to January 2017.

Secretary in

office of an international law firm,

the firm in 1991.

1, 2019,

and Chief Financial Officer since

April 2016 and as Executive Vice President, Commercial, Business Development

and Corporate Planning

from 2012 to 2016.

Prior to that, he served as President, Asia Pacific

from 2010 to 2012 and President,

Russia/Caspian from 2006 to 2010.

[removed: 31, 2020*][added: 2020]

[added: authorization] of [added: $25 billion of] our common stock.

[added: are made] at [added: management’s discretion, at] prevailing prices, subject to market

See [removed: Risk] [added: “Item 1A—Risk] Factors [removed: “Our] [added: – Our] ability [removed: to declare]

[added: to declare] and pay dividends and [removed: repurchase]

[added: repurchase] shares is subject to certain considerations.”

[removed: ][added: ]

The following graph shows the cumulative [removed: total][added: TSR]

The graph also compares the [added: cumulative]

[removed: cumulative] total returns for the [removed: same five-year period]

[removed: year (the “New Peer Group”).][added: years of the peer group performance.]

[removed: Shell, Total,] [added: ExxonMobil,] Apache, [removed: Devon,] Marathon Oil [removed: Corporation and Occidental,][added: Corporation,]

[added: the respective] peer’s stock market capitalization at the [removed: beginning]

[added: beginning] of each annual period.

For the [removed: 2018] [added: 2019] Stock [removed: Performance]

[added: Performance] Graph, [removed: Anadarko] [added: Noble Energy] was also presented [removed: within]

[added: within] the [removed: Prior Peer Group.][added: peer group.]

However, due to [removed: Anadarko’s acquisition by][added: Chevron’s]

The comparison assumes $100 was invested [added: on]

[removed: and assumes] that all dividends were reinvested.

[removed: The cumulative total] returns of the peer group companies' [added: common]

[removed: common] stock do not include the cumulative [added: total]

[removed: return of] ConocoPhillips’ common stock.

graph is not [added: necessarily]

[removed: necessarily] indicative of future stock price performance.

0.420

0.420

0.430

0.420

31, 2021*

40,483

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

program, which has a current total program

As of December 31, 2020,

we had repurchased $10.5

billion of shares.

Repurchases

for ConocoPhillips’ common stock in each of the five

years

from December 31, 2015 to December 31,

same five-year period with the S&P 500 Index and

our performance peer group consisting

of Chevron,

Devon, Occidental, Hess, and EOG weighted

according to

acquisition of Noble Energy completed in 2020, Noble

Energy’s performance has been excluded from all five

December 31, 2015, in ConocoPhillips stock, the S&P

2018

0.305

0.285

41,821

On February 1, 2018, we announced that our Board

of Directors approved an increase in the

quarterly dividend

to $0.285 per share, compared with the previous

quarterly dividend of $0.265 per share.

On October 5, 2018, we announced that our Board

to $0.305 per share, compared with the previous

quarterly dividend of $0.285 per share.

On October 7, 2019, we announced that our Board

of Directors approved an increase in the quarterly

dividend

to $0.42 per share, compared with the previous

quarterly dividend of $0.305 per share.

October 1-31, 2019

4,844,970

55.54

5,855

November 1-30, 2019

4,020,276

58.20

5,621

December 1-31, 2019

3,943,490

62.31

5,375

12,808,736

58.46

program.

As of December 31, 2019, we had announced

a total authorization to repurchase $15 billion

We repurchased $3 billion in 2017, $3

billion in 2018 and $3.5 billion in 2019.

Of the remaining authorization, we expect to

repurchase $3 billion in

In February 2020, we announced that the

Board of Directors approved an increase

[removed: “consolidated][added: consolidated financial]

[removed: financial statements”).][added: INDEX TO FINANCIAL STATEMENTS]

In our opinion, the consolidated [added: financial statements]

[removed: financial statements] present fairly, in all material [added: respects, the financial]

[removed: respects,] [added: fairly] the [added: company’s] financial [removed: position of the Company]

[removed: at] December 31, [added: 2020,] 2019 and [removed: 2018, and the][added: 2018]

[removed: results] [added: Results] of [removed: its]

[removed: operations and its] cash flows for each of the three [added: years in]

[removed: years in] the [removed: period] [added: years] ended December 31, [added: 2020 and] 2019,

[removed: with] U.S. generally accepted [removed: accounting principles.]

reporting as of December 31, [removed: 2019,][added: 2020,]

dated February [removed: 18, 2020,][added: 16, 2021,]

laws and the applicable rules and regulations [removed: of]

[added: of] the Securities and

and [added: 2019]

accounts or disclosures that are material to [added: the]

[removed: the] [added: The] consolidated financial [added: statements present]

Accounting for asset retirement obligations [added: for]

[removed: for] certain offshore properties

At December 31, [removed: 2019,] [added: 2020,] the asset retirement

obligation [removed: (“ARO”)] [added: (ARO)] balance totaled [removed: $6.2][added: $5.6]

As further described in Note [removed: 10,] [added: 9,] the Company

The estimation of [added: certain] obligations related [removed: to certain]

[added: to deepwater] offshore assets requires [removed: significant]

[added: significant] judgment given the magnitude [removed: of these removal]

[added: of these removal] costs and higher estimation [removed: uncertainty]

[added: uncertainty] related to the removal plan and costs.

[added: Furthermore,] given certain of these [removed: assets are]

[added: assets are] nearing the end of their operations, the [removed: impact]

[added: impact] of changes in these AROs may [removed: result in]

[added: result in a] material impact to earnings given the [removed: relatively]

[added: relatively] short remaining useful lives of [removed: the assets.]

We involved our internal specialists in testing the [removed: underlying removal cost][added: Company’s methodology to]

Depreciation, depletion and amortization [removed: of][added: and impairment]

proved oil and gas [removed: properties]

At December 31, [removed: 2019,] [added: 2020,] the net book value of [added: the]

[removed: the] Company’s properties, plants and

equipment [added: (PP&E)] was [removed: $42.3] [added: $39.9] billion, and depreciation,

depletion and amortization [removed: (DD&A)]

[removed: expense was $6.1 billion] [added: respectively,] for the year then ended.

DATA

Page

Reports of Management

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

Reports of Independent Registered Public Accounting

Firm .................................................................

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

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

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

.........

Consolidated Statement of Changes in Equity for

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

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

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

Reports

Management prepared, and is responsible for, the consolidated financial

statements and the other information

appearing in this annual report.

conformity with accounting principles

generally accepted in

the United States.

the company includes amounts that are

based on estimates and judgments management believes

are reasonable under the circumstances.

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

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

reporting.

ConocoPhillips’ internal control system

was designed to provide reasonable assurance to

company’s management and directors regarding the preparation and fair

in Item 15(a) (collectively referred to as the

in conformity

Furthermore,

estimates.

to have a declining utilization

Proved

assessments of in-place

yield factors, installed plant operating capacity

in evaluating

others.

In addition, in

reservoir engineers, we evaluated

the internal reservoir engineers in estimating

development plan for compliance with the SEC

scheduled to be drilled within five years, unless

specific circumstances justify a longer

plan.

proved oil and gas reserve amounts used in the

report.

condensed consolidating

financial information listed in the Index at Item 8, and financial statement schedule

listed in Item 15(a) and our

thereon.

ConocoPhillips

1,074

1,063

1,358

38,727

32,584

12,475

Production and operating expenses

5,322

5,162

Selling, general and administrative expenses

6,090

5,956

6,845

6,601

1,048

Accretion on discounted liabilities

CHANGES IN AND [removed: DISAGREEMENTS WITH]

[added: DISAGREEMENTS WITH] ACCOUNTANTS ON ACCOUNTING AND

officers, as appropriate, to allow timely decisions [removed: regarding]

[added: regarding] required

[added: (principal financial] officer) carried out an evaluation, [removed: pursuant to Rule 13a-15(b)]

[added: pursuant to Rule 13a-15(b)] of the Act, of

were operating effectively as of December 31, [removed: 2019.][added: 2020.]

As of December 31, 2020,

[81](#a26968)

[85](#a27341)

As of December 31, 2019,

(principal financial

[76](#a25223)

[80](#a25573)

Part I of this report on page [removed: 29.][added: 33.]

to our executive officers and directors will be posted [added: on the]

[removed: 2020] [added: 2021] Annual Meeting of Stockholders, to be

April 30, [removed: 2020,] [added: 2021,] and

on the

in our Proxy Statement relating to our [removed: 2020][added: 2021]

2021, and is

2020, and is

to our 2021

2021, and is

to our 2020

2020, and is

to our 2021

2021, and is

to our 2020

2020, and is

in our [removed: 2020] [added: 2021] Proxy

to our 2021

2021, and is

to our 2020

2020, and is

EXHIBITS, FINANCIAL STATEMENT [removed: SCHEDULES][added: SCHEDULE]

Financial Statement [removed: Schedules][added: Schedule]

All [removed: other] [added: financial statement] schedules are omitted

because they are not required, not significant, [removed: not]

schedule, the financial statements or the [removed: notes to]

through [removed: 196,] [added: 190,] are filed as part

[Purchase and Sale Agreement, dated March 29, 2017, by and among [removed: ConocoPhillips Company,](http://www.sec.gov/Archives/edgar/data/1163165/000119312517158717/d375594dex21.htm)][added: ConocoPhillips](http://www.sec.gov/Archives/edgar/data/1163165/000119312517158717/d375594dex21.htm)]

[removed: [ConocoPhillips] [added: [Company, ConocoPhillips] Canada Resources Corp., ConocoPhillips Canada [removed: Energy Partnership,](http://www.sec.gov/Archives/edgar/data/1163165/000119312517158717/d375594dex21.htm)][added: Energy](http://www.sec.gov/Archives/edgar/data/1163165/000119312517158717/d375594dex21.htm)]

[removed: [ConocoPhillips] [added: [Partnership, ConocoPhillips] Western Canada Partnership, ConocoPhillips Canada [removed: (BRC) Partnership,](http://www.sec.gov/Archives/edgar/data/1163165/000119312517158717/d375594dex21.htm)][added: (BRC)](http://www.sec.gov/Archives/edgar/data/1163165/000119312517158717/d375594dex21.htm)]

[removed: [ConocoPhillips] [added: [Partnership, ConocoPhillips] Canada E&P ULC, and Cenovus Energy Inc. (incorporated [removed: by reference to](http://www.sec.gov/Archives/edgar/data/1163165/000119312517158717/d375594dex21.htm)][added: by](http://www.sec.gov/Archives/edgar/data/1163165/000119312517158717/d375594dex21.htm)]

[removed: [Exhibit] [added: [reference to Exhibit] 2.1 to the Quarterly Report on Form 10-Q for the quarter ended [removed: March 31, 2017 filed](http://www.sec.gov/Archives/edgar/data/1163165/000119312517158717/d375594dex21.htm)][added: March](http://www.sec.gov/Archives/edgar/data/1163165/000119312517158717/d375594dex21.htm)]

[removed: [by] [added: [31, 2017 filed by] ConocoPhillips on May 4, 2017).](http://www.sec.gov/Archives/edgar/data/1163165/000119312517158717/d375594dex21.htm)

[removed: 4.1*][added: 4.1]

[Description of Securities of the [removed: Registrant.](https://www.sec.gov/Archives/edgar/data/1163165/000119312520039954/d875559dex41.htm)][added: Registrant (incorporated by reference to Exhibit 4.1 to the Annual](http://www.sec.gov/Archives/edgar/data/1163165/000119312520039954/d875559dex41.htm)]

[removed: [to Exhibit 10.18] [added: [Exhibit 10.2] to the [removed: Annual] [added: Quarterly] Report of ConocoPhillips on Form [removed: 10-K] [added: 10-Q] for the [removed: year ended](http://www.sec.gov/Archives/edgar/data/1163165/000095012903001563/h03367exv10w18.txt)][added: quarter ended](http://www.sec.gov/Archives/edgar/data/1163165/000156276220000367/d093020dex102.htm)]

[removed: [December 31, 2002;] [added: [2020;] File No. [removed: 000-49987).](http://www.sec.gov/Archives/edgar/data/1163165/000095012903001563/h03367exv10w18.txt)][added: 001-32395).](http://www.sec.gov/Archives/edgar/data/1163165/000156276220000267/d063020dex101.htm)]

[removed: 10.10.1*][added: 10.10.1]

[Amended and Restated ConocoPhillips Key Employee Supplemental Retirement Plan, [removed: dated](https://www.sec.gov/Archives/edgar/data/1163165/000119312520039954/d875559dex10101.htm)][added: dated](https://www.sec.gov/Archives/edgar/data/1163165/000156276221000027/d875559dex10101.htm)]

[removed: [January 1, 2020.](https://www.sec.gov/Archives/edgar/data/1163165/000119312520039954/d875559dex10101.htm)][added: [32395).](http://www.sec.gov/Archives/edgar/data/1163165/000119312520039954/d875559dex41.htm)]

[removed: 10.11.1*][added: 10.11.1]

[Amended and Restated Defined Contribution Make-Up Plan of ConocoPhillips—Title I, [removed: dated](https://www.sec.gov/Archives/edgar/data/1163165/000119312520039954/d875559dex10111.htm)][added: dated](https://www.sec.gov/Archives/edgar/data/1163165/000156276221000027/d875559dex10111.htm)]

[removed: [January 1, 2020.](https://www.sec.gov/Archives/edgar/data/1163165/000119312520039954/d875559dex10111.htm)][added: [32395).](http://www.sec.gov/Archives/edgar/data/1163165/000119312520039954/d875559dex1027.htm)]

[removed: 10.11.2*][added: 10.11.2]

[Amended and Restated Defined Contribution Make-Up Plan of ConocoPhillips—Title II, [removed: dated](https://www.sec.gov/Archives/edgar/data/1163165/000119312520039954/d875559dex10112.htm)][added: dated](https://www.sec.gov/Archives/edgar/data/1163165/000156276221000027/d875559dex10112.htm)]

[removed: [January 1, 2020.](https://www.sec.gov/Archives/edgar/data/1163165/000119312520039954/d875559dex10112.htm)][added: [Act of 1934.](https://www.sec.gov/Archives/edgar/data/1163165/000156276221000027/d123120dex311.htm)]

[removed: [(incorporated] [added: [ConocoPhillips, dated January 1, 2020 (incorporated] by reference to Exhibit 10.27 to the [removed: Annual Report of ConocoPhillips on Form 10-K](http://www.sec.gov/Archives/edgar/data/1163165/000095012903001563/h03367exv10w27.txt)][added: Annual](http://www.sec.gov/Archives/edgar/data/1163165/000119312520039954/d875559dex1027.htm)]

[removed: [for] [added: [Report of ConocoPhillips on Form 10-K for] the year ended December 31, [removed: 2002;] [added: 2019;] File No. [removed: 000-49987).](http://www.sec.gov/Archives/edgar/data/1163165/000095012903001563/h03367exv10w27.txt)][added: 001-](http://www.sec.gov/Archives/edgar/data/1163165/000119312520039954/d875559dex41.htm)]

[removed: [Amendment] [added: [Amended] and [removed: Restatement of 1998] [added: Restated] Key Employee [removed: Stock Performance] [added: Deferred Compensation] Plan of [removed: ConocoPhillips](http://www.sec.gov/Archives/edgar/data/1163165/000095012903001563/h03367exv10w28.txt)][added: ConocoPhillips—Title I,](http://www.sec.gov/Archives/edgar/data/1163165/000119312520039954/d875559dex10191.htm)]

[removed: [(incorporated by reference] [added: [reference] to Exhibit [removed: 10.28] [added: 10.1] to the [removed: Annual] [added: Quarter] Report of ConocoPhillips on Form [removed: 10-K](http://www.sec.gov/Archives/edgar/data/1163165/000095012903001563/h03367exv10w28.txt)][added: 10-Q for the quarter](http://www.sec.gov/Archives/edgar/data/1163165/000156276220000162/d033120dex101.htm)]

[removed: [for] [added: [ConocoPhillips on Form 10-K for] the year ended December 31, [removed: 2002;] [added: 2019;] File No. [removed: 000-49987).](http://www.sec.gov/Archives/edgar/data/1163165/000095012903001563/h03367exv10w28.txt)][added: 001-32395).](http://www.sec.gov/Archives/edgar/data/1163165/000119312520039954/d875559dex10191.htm)]

[removed: 10.19.1*][added: 10.19.1]

[Amended and Restated Key Employee Deferred Compensation Plan of ConocoPhillips—Title [removed: I,](https://www.sec.gov/Archives/edgar/data/1163165/000119312520039954/d875559dex10191.htm)][added: II,](http://www.sec.gov/Archives/edgar/data/1163165/000119312520039954/d875559dex10192.htm)]

[dated January 1, 2020 (incorporated by reference to Exhibit [removed: 10.12.1] [added: 10.19.1] to the [removed: Quarterly] [added: Annual] Report [removed: of](https://www.sec.gov/Archives/edgar/data/1163165/000119312520039954/d875559dex10191.htm)][added: of](http://www.sec.gov/Archives/edgar/data/1163165/000119312520039954/d875559dex10191.htm)]

[ConocoPhillips on Form [removed: 10-Q] [added: 10-K] for the [removed: quarter] [added: year] ended [removed: June 30, 2012;] [added: December 31, 2019;] File No. [removed: 001-32395).](https://www.sec.gov/Archives/edgar/data/1163165/000119312520039954/d875559dex10191.htm)][added: 001-32395).](https://www.sec.gov/Archives/edgar/data/1163165/000156276221000027/d875559dex10101.htm)]

[removed: 10.19.2*][added: 10.19.2]

[Amended and Restated [removed: Key Employee] [added: 409A Annex to Nonqualified] Deferred Compensation [removed: Plan of ConocoPhillips—Title II,](https://www.sec.gov/Archives/edgar/data/1163165/000119312520039954/d875559dex10192.htm)][added: Arrangements of](http://www.sec.gov/Archives/edgar/data/1163165/000119312520039954/d875559dex1027.htm)]

[dated January 1, 2020 (incorporated by reference to Exhibit [removed: 10.12.2] [added: 10.19.2] to the [removed: Quarterly] [added: Annual] Report [removed: of](https://www.sec.gov/Archives/edgar/data/1163165/000119312520039954/d875559dex10192.htm)][added: of](http://www.sec.gov/Archives/edgar/data/1163165/000119312520039954/d875559dex10192.htm)]

[ConocoPhillips on Form [removed: 10-Q] [added: 10-K] for the [removed: quarter] [added: year] ended [removed: June 30, 2012;] [added: December 31, 2019;] File No. [removed: 001-32395).](https://www.sec.gov/Archives/edgar/data/1163165/000119312520039954/d875559dex10192.htm)][added: 001-32395).](http://www.sec.gov/Archives/edgar/data/1163165/000119312520039954/d875559dex10192.htm)]

[removed: [(incorporated] [added: [January 1, 2020 (incorporated] by reference to Exhibit [removed: 10.26.7] [added: 10.11.1] to the Annual Report [removed: of ConocoPhillips on Form 10-K](http://www.sec.gov/Archives/edgar/data/1163165/000119312513065426/d452384dex10267.htm)][added: of](https://www.sec.gov/Archives/edgar/data/1163165/000156276221000027/d875559dex10111.htm)]

[removed: [for] [added: [ConocoPhillips on Form 10-K for] the year ended December 31, [removed: 2012;] [added: 2019;] File No. [removed: 001-32395).](http://www.sec.gov/Archives/edgar/data/1163165/000119312513065426/d452384dex10267.htm)][added: 001-32395).](https://www.sec.gov/Archives/edgar/data/1163165/000156276221000027/d875559dex10111.htm)]

[80](#a26788)

not

notes to

[182](#a72486)

2.4

[Agreement and Plan of Merger, dated as of October 18, 2020, among ConocoPhillips, Falcon](http://www.sec.gov/Archives/edgar/data/1163165/000110465920115818/tm2033409d1_ex2-1.htm)

[Merger Sub Corp. and Concho Resources Inc. (incorporated by reference to Exhibit 2.1 to the](http://www.sec.gov/Archives/edgar/data/1163165/000110465920115818/tm2033409d1_ex2-1.htm)

10.30.1

10.30.2

[First Amendment to the Successor Trust Agreement of the Deferred Compensation Trust Agreement](http://www.sec.gov/Archives/edgar/data/1163165/000156276220000367/d093020dex102.htm)

10.41

10.42

[Letter agreement with Don E.

Wallette, Jr. dated August 3, 2020 (incorporated by reference to](http://www.sec.gov/Archives/edgar/data/1163165/000156276220000267/d063020dex101.htm)

[Subsidiary Guarantors of Guaranteed Securities](https://www.sec.gov/Archives/edgar/data/1163165/000156276221000027/d123120dex22.htm)

101).

February 16, 2021

/s/ William L.

Bullock, Jr.

William L.

Bullock, Jr.

/s/ Timothy A.

Leach

Timothy A.

Leach

/s/ Eric D.

Mullins

Eric D.

Mullins

Director

Director

/s/ David T.

Seaton

Director

David T.

Seaton

/s/ R.A. Walker

Director

R.A. Walker

(a)

[75](#a25032)

Schedule II—Valuation and Qualifying Accounts, appears below.

[188](#a78017)

SCHEDULE II—VALUATION

AND QUALIFYING ACCOUNTS (Consolidated)

ConocoPhillips

Millions of Dollars

Balance at

Charged to

Description

January 1

Expense

Other

Deductions

December 31

2019

Deducted from asset accounts:

Allowance for doubtful accounts and notes receivable

\-

(17)

(b)

Deferred tax asset valuation allowance

3,040

7,376

(26)

(176)

10,214

Included in other liabilities:

Restructuring accruals

(1)

(24)

(c)

2018

(2)

1,254

2,067

(8)

(273)

(73)

SELECTED FINANCIAL DATA

Millions of Dollars Except Per Share Amounts

2019

2018

2017

2016

2015

Sales and other operating revenues

32,567

36,417

29,106

23,693

29,564

Net income (loss)

7,257

6,305

(793)

(3,559)

(4,371)

Net income (loss) attributable to

ConocoPhillips

7,189

6,257

(855)

(3,615)

(4,428)

Per common share

Basic

6.43

5.36

(0.70)

(2.91)

(3.58)

Diluted

6.40

5.32

(0.70)

(2.91)

(3.58)

Total assets