filings.toolsItem 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULE
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Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULE
EXHIBITS, FINANCIAL STATEMENT SCHEDULE
S
(a)
Financial Statements and Supplementary
Data
The financial statements and supplementary information
listed in the Index to Financial Statements,
which appears on page
, are filed as part of this annual report.
Financial Statement Schedule
s
All financial statement schedules are omitted
because they are not required, not significant,
not
applicable or the information is shown in another
schedule, the financial statements or the
notes to
consolidated financial statements.
Exhibits
The exhibits listed in the Index to Exhibits, which
appears on pages
through 190, are filed as part
of this annual report.
CONOCOPHILLIPS
INDEX TO EXHIBITS
Exhibit
Number
Description
2.1
Separation and Distribution Agreement Between ConocoPhillips and Phillips 66, dated April 26,
2012 (incorporated by reference to Exhibit 2.1 to the Current Report of ConocoPhillips on Form 8-
K filed on May 1, 2012; File No. 001-32395).
2.2†‡
Purchase and Sale Agreement, dated March 29, 2017, by and among ConocoPhillips
Company, ConocoPhillips Canada Resources Corp., ConocoPhillips Canada Energy
Partnership, ConocoPhillips Western Canada Partnership, ConocoPhillips Canada (BRC)
Partnership, ConocoPhillips Canada E&P ULC, and Cenovus Energy Inc. (incorporated by
reference to Exhibit 2.1 to the Quarterly Report on Form 10-Q for the quarter ended March
31, 2017 filed by ConocoPhillips on May 4, 2017).
2.3†‡
Asset Purchase and Sale Agreement Amending Agreement, dated as of May 16, 2017, by and
among ConocoPhillips Company, ConocoPhillips Canada Resources Corp., ConocoPhillips Canada
Energy Partnership, ConocoPhillips Western Canada Partnership, ConocoPhillips Canada (BRC)
Partnership, ConocoPhillips Canada E&P ULC, and Cenovus Energy Inc. (incorporated by
reference to Exhibit 2.2 to the Current Report of ConocoPhillips on Form 8-K filed on May 18,
2.4
Agreement and Plan of Merger, dated as of October 18, 2020, among ConocoPhillips, Falcon
Merger Sub Corp. and Concho Resources Inc. (incorporated by reference to Exhibit 2.1 to the
Current Report of ConocoPhillips on Form 8-K filed on October 19, 2020; File No. 001-32395).
3.1
Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the
Quarterly Report of ConocoPhillips on Form 10-Q for the quarterly period ended June 30, 2008;
3.2
Certificate of Designations of Series A Junior Participating Preferred Stock of ConocoPhillips
(incorporated by reference to Exhibit 3.2 to the Current Report of ConocoPhillips on Form 8-K filed
on August 30, 2002; File No. 000-49987).
3.3
Amended and Restated By-Laws of ConocoPhillips, as amended and restated as of October 9, 2015
(incorporated by reference to Exhibit 3.1 to the Current Report of ConocoPhillips on Form 8-K filed
on October 13, 2015; File No. 001-32395).
ConocoPhillips and its subsidiaries are parties
to several debt instruments under which the total
amount of securities authorized does not exceed
10 percent of the total assets of ConocoPhillips
and
its subsidiaries on a consolidated basis.
Pursuant to paragraph 4(iii)(A) of Item 601(b)
of
Regulation S-K, ConocoPhillips agrees to furnish
a copy of such instruments to the SEC upon
request.
4.1
Description of Securities of the Registrant (incorporated by reference to Exhibit 4.1 to the Annual
Report of ConocoPhillips on Form 10-K for the year ended December 31, 2019; File No. 001-
10.1
1986 Stock Plan of Phillips Petroleum Company (incorporated by reference to Exhibit 10.11 to the
Annual Report of ConocoPhillips on Form 10-K for the year ended December 31, 2002;
10.2
1990 Stock Plan of Phillips Petroleum Company (incorporated by reference to Exhibit 10.12 to the
Annual Report of ConocoPhillips on Form 10-K for the year ended December 31, 2002;
10.3
Annual Incentive Compensation Plan of Phillips Petroleum Company (incorporated by reference to
Exhibit 10.13 to the Annual Report of ConocoPhillips on Form 10-K for the year ended
December 31, 2002; File No. 000-49987).
10.4
Incentive Compensation Plan of Phillips Petroleum Company (incorporated by reference to Exhibit
10(g) to the Annual Report of ConocoPhillips Company on Form 10-K for the year ended
December 31, 1999; File No. 001-00720).
10.5
Amendment and Restatement of ConocoPhillips Supplemental Executive Retirement Plan, dated
(incorporated by reference to Exhibit 10.14 to the Quarterly Report of
ConocoPhillips on Form 10-Q for the quarter ended June 30, 2012; File No. 001-32395).
10.7
Omnibus Securities Plan of Phillips Petroleum Company (incorporated by reference to Exhibit
10.19 to the Annual Report of ConocoPhillips on Form 10-K for the year ended December 31, 2002;
10.8
Key Employee Missed Credited Service Retirement Plan of ConocoPhillips (incorporated by
reference to Exhibit 10.10 to the Annual Report of ConocoPhillips on Form 10-K for the year ended
December 31, 2005; File No. 001-32395).
10.9
Phillips Petroleum Company Stock Plan for Non-Employee Directors (incorporated by reference to
Exhibit 10.22 to the Annual Report of ConocoPhillips on Form 10-K for the year ended
December 31, 2002; File No. 000-49987).
10.10.1
Amended and Restated ConocoPhillips Key Employee Supplemental Retirement Plan, dated
January 1, 2020 (incorporate by reference to Exhibit 10.10.1 to the Annual Report of
ConocoPhillips on Form 10-K for the year ended December 31, 2019; File No. 001-32395).
10.10.2
Eighth Amendment to Retirement Plans as amended and restated effective January 1, 2016
(incorporated by reference to Exhibit 10.1 to the Quarterly Report of ConocoPhillips on Form 10-Q
for the quarter ended June 30, 2018; File No. 001-32395).
10.11.1
Amended and Restated Defined Contribution Make-Up Plan of ConocoPhillips—Title I, dated
January 1, 2020 (incorporated by reference to Exhibit 10.11.1 to the Annual Report of
ConocoPhillips on Form 10-K for the year ended December 31, 2019; File No. 001-32395).
10.11.2
Amended and Restated Defined Contribution Make-Up Plan of ConocoPhillips—Title II, dated
January 1, 2020 (incorporated by reference to Exhibit 10.11.2 to the Annual Report of
ConocoPhillips on Form 10-K for the year ended December 31, 2019; File No. 001-32395).
10.12
2002 Omnibus Securities Plan of Phillips Petroleum Company (incorporated by reference to Exhibit
10.26 to the Annual Report of ConocoPhillips on Form 10-K for the year ended December 31, 2002;
10.15
Deferred Compensation Plan for Non-Employee Directors of ConocoPhillips (incorporated by
reference to Exhibit 10.17 to the Annual Report of ConocoPhillips on Form 10-K for the year ended
December 31, 2005; File No. 001-32395).
10.16.1
Rabbi Trust Agreement dated December 17, 1999 (incorporated by reference to Exhibit 10.11 of the
Annual Report of ConocoPhillips Holding Company on Form 10-K for the year ended
December 31, 1999; File No. 001-14521).
10.16.2
Amendment to Rabbi Trust Agreement dated February 25, 2002 (incorporated by reference to
Exhibit 10.39.1 to the Annual Report of ConocoPhillips on Form 10-K for the year ended
December 31, 2002; File No. 000-49987).
10.16.3
Phillips Petroleum Company Grantor Trust Agreement, dated June 1, 1998 (incorporated by
reference to Exhibit 10.17.3 to the Annual Report of ConocoPhillips on Form 10-K for the year
ended December 31, 2015; File No. 001-32395).
10.16.4
First Amendment to the Trust Agreement under the Phillips Petroleum Company Grantor Trust
Agreement, dated May 3, 1999 (incorporated by reference to Exhibit 10.17.4 to the Annual Report
of ConocoPhillips on Form 10-K for the year ended December 31, 2015; File No. 001-32395).
10.16.5
Second Amendment to the Trust Agreement under the Phillips Petroleum Company Grantor Trust
Agreement, dated January 15, 2002 (incorporated by reference to Exhibit 10.17.5 to the Annual
Report of ConocoPhillips on Form 10-K for the year ended December 31, 2015; File No. 001-
10.16.6
Third Amendment to the Trust Agreement under the Phillips Petroleum Company Grantor Trust
Agreement, dated October 5, 2006 (incorporated by reference to Exhibit 10.17.6 to the Annual
Report of ConocoPhillips on Form 10-K for the year ended December 31, 2015; File No. 001-
10.16.7
Fourth Amendment to the Trust Agreement under the ConocoPhillips Company Grantor Trust
Agreement, dated May 1, 2012 (incorporated by reference to Exhibit 10.17.7 to the Annual Report
of ConocoPhillips on Form 10-K for the year ended December 31, 2015; File No. 001-32395).
10.16.8
Fifth Amendment to the Trust Agreement under the ConocoPhillips Company Grantor Trust
Agreement, dated May 20, 2015 (incorporated by reference to Exhibit 10.17.8 to the Annual Report
of ConocoPhillips on Form 10-K for the year ended December 31, 2015; File No. 001-32395).
10.17.1
ConocoPhillips Directors’ Charitable Gift Program (incorporated by reference to Exhibit 10.40 to
the Annual Report of ConocoPhillips on Form 10-K for the year ended December 31, 2003;
10.17.2
First and Second Amendments to the ConocoPhillips Directors’ Charitable Gift Program
(incorporated by reference to Exhibit 10 to the Quarterly Report of ConocoPhillips on Form 10-Q
for the quarterly period ended June 30, 2008; File No. 001-32395).
10.18
ConocoPhillips Matching Gift Plan for Directors and Executives (incorporated by reference to
Exhibit 10.41 to the Annual Report of ConocoPhillips on Form 10-K for the year ended
December 31, 2003; File No. 000-49987).
10.19.1
Amended and Restated Key Employee Deferred Compensation Plan of ConocoPhillips—Title I,
dated January 1, 2020 (incorporated by reference to Exhibit 10.19.1 to the Annual Report of
ConocoPhillips on Form 10-K for the year ended December 31, 2019; File No. 001-32395).
10.19.2
Amended and Restated Key Employee Deferred Compensation Plan of ConocoPhillips—Title II,
dated January 1, 2020 (incorporated by reference to Exhibit 10.19.2 to the Annual Report of
ConocoPhillips on Form 10-K for the year ended December 31, 2019; File No. 001-32395).
10.20
Amendment and Restatement of ConocoPhillips Key Employee Change in Control Severance Plan,
effective January 1, 2014 (incorporated by reference to Exhibit 10.21 to the Annual Report of
ConocoPhillips on Form 10-K for the year ended December 31, 2013; File No. 001-32395).
10.21
ConocoPhillips Executive Severance Plan (incorporated by reference to Exhibit 10.23 to the Annual
Report of ConocoPhillips on Form 10-K for the year ended December 31, 2008; File No. 001-
10.22.1
2004 Omnibus Stock and Performance Incentive Plan of ConocoPhillips (incorporated by reference
to Appendix C of ConocoPhillips’ Proxy Statement on Schedule 14A relating to the 2004 Annual
Meeting of Shareholders; File No. 000-49987).
10.22.2
Form of Stock Option Award Agreement under the Stock Option and Stock Appreciation Rights
Program under the 2004 Omnibus Stock and Performance Incentive Plan of ConocoPhillips
(incorporated by reference to Exhibit 10.26 to the Annual Report of ConocoPhillips on Form 10-K
for the year ended December 31, 2008; File No. 001-32395).
10.22.3
Form of Performance Share Unit Award Agreement under the Performance Share Program under
the 2004 Omnibus Stock and Performance Incentive Plan of ConocoPhillips (incorporated by
reference to Exhibit 10.27 to the Annual Report of ConocoPhillips on Form 10-K for the year ended
December 31, 2008; File No. 001-32395).
10.23
Omnibus Amendments to certain ConocoPhillips employee benefit plans, adopted December 7,
2007 (incorporated by reference to Exhibit 10.30 to the Annual Report of ConocoPhillips on Form
10-K for the year ended December 31, 2007; File No. 001-32395).
10.24
2009 Omnibus Stock and Performance Incentive Plan of ConocoPhillips (incorporated by reference
to Appendix A of ConocoPhillips’ Proxy Statement on Schedule 14A relating to the 2009 Annual
Meeting of Shareholders; File No. 001-32395).
10.25.1
2011 Omnibus Stock and Performance Incentive Plan of ConocoPhillips (incorporated by reference
to Appendix A of ConocoPhillips’ Proxy Statement on Schedule 14A relating to the 2011 Annual
Meeting of Shareholders; File No. 001-32395).
10.25.2
Form of Stock Option Award Agreement under the Stock Option and Stock Appreciation Rights
Program under the 2011 Omnibus Stock and Performance Incentive Plan of ConocoPhillips,
effective February 9, 2012 (incorporated by reference to Exhibit 10 to the Quarterly Report of
ConocoPhillips on Form 10-Q for the quarter ended March 31, 2012; File No. 001-32395).
10.25.3
Form of Restricted Stock Award Agreement under the Restricted Stock Program under the 2011
Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated September 18, 2012
(incorporated by reference to Exhibit 10.26.5 to the Annual Report of ConocoPhillips on Form 10-K
for the year ended December 31, 2012; File No. 001-32395).
10.25.4
Form of Performance Share Unit Agreement under the Restricted Stock Program under the 2011
Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated February 5, 2013
(incorporated by reference to Exhibit 10.26.6 to the Annual Report of ConocoPhillips on Form 10-K
for the year ended December 31, 2012; File No. 001-32395).
10.25.6
Form of Restricted Stock Award Agreement under the Restricted Stock Program under the 2011
Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated February 5, 2013
(incorporated by reference to Exhibit 10.26.8 to the Annual Report of ConocoPhillips on Form 10-K
for the year ended December 31, 2012; File No. 001-32395).
10.25.7
Form of Stock Option Award Agreement under the Stock Option and Stock Appreciation Rights
Program under the 2011 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated
February 5, 2013 (incorporated by reference to Exhibit 10.26.9 to the Annual Report of
ConocoPhillips on Form 10-K for the year ended December 31, 2012; File No. 001-32395).
10.25.8
Form of Make-Up Grant Award Agreement under the 2011 Omnibus Stock and Performance
Incentive Plan of ConocoPhillips, dated January 1, 2012 (incorporated by reference to Exhibit 10.1
Quarterly Report of ConocoPhillips on Form 10-Q for the quarter ended March 31, 2013;
10.25.9
Form of Key Employee Award Agreement, as part of the ConocoPhillips Stock Option Program
granted under the 2011 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated
February 18, 2014 (incorporated by reference to Exhibit 10.1 to the Quarterly Report of
ConocoPhillips on Form 10-Q for the quarter ended March 31, 2014; File No. 001-32395).
10.25.10
Form of Key Employee Award Agreement, as part of the ConocoPhillips Stock Option Program
granted under the 2014 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated
February 16, 2016 (incorporated by reference to Exhibit 10.26.12 to the Annual Report of
ConocoPhillips on Form 10-K for the year ended December 31, 2015; File No. 001-32395).
10.25.11
Form of Key Employee Award Agreement, as part of the ConocoPhillips Restricted Stock Program
granted under the 2014 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated
February 16, 2016 (incorporated by reference to Exhibit 10.26.14 to the Annual Report of
ConocoPhillips on Form 10-K for the year ended December 31, 2015; File No. 001-32395).
10.25.12
Form of Performance Period IX Award Agreement, as part of the ConocoPhillips Performance
Share Program granted under the 2011 Omnibus Stock and Performance Incentive Plan of
ConocoPhillips, dated February 18, 2014 (incorporated by reference to Exhibit 10.3 to the Quarterly
Report of ConocoPhillips on Form 10-Q for the quarter ended March 31, 2014; File No. 001-
10.25.14
Form of Performance Period X Award Agreement, as part of the ConocoPhillips Performance Share
Program granted under the 2011 Omnibus Stock and Performance Incentive Plan of ConocoPhillips,
dated February 18, 2014 (incorporated by reference to Exhibit 10.5 to the Quarterly Report of
ConocoPhillips on Form 10-Q for the quarter ended March 31, 2014; File No. 001-32395).
10.25.17
Form of Inducement Grant Award Agreement under the 2011 Omnibus Stock and Performance
Incentive Plan of ConocoPhillips, dated March 31, 2014 (incorporated by reference to Exhibit 10.11
to the Quarterly Report of ConocoPhillips on Form 10-Q for the quarter ended March 31, 2014; File
10.25.18
Form of Performance Share Unit Award Terms and Conditions for Performance Period 18, as part
of the ConocoPhillips Performance Share Program granted under the 2014 Omnibus Stock and
Performance Incentive Plan of ConocoPhillips, dated February 13, 2018 (incorporated by reference
to Exhibit 10.26.24 to the Annual Report of ConocoPhillips on Form 10-K for the year ended
December 31, 2017; File No. 001-32395).
10.26.1
2014 Omnibus Stock and Performance Incentive Plan of ConocoPhillips (incorporated by reference
to Exhibit 10.1 to the Current Report of ConocoPhillips on Form 8-K filed on May 14, 2014; File
10.26.2
Form of Key Employee Award Terms and Conditions, as part of the ConocoPhillips Targeted
Variable Long Term Incentive Program, granted under the 2014 Omnibus Stock and Performance
Incentive Plan of ConocoPhillips, dated September 3, 2015 (incorporated by reference to Exhibit
10.1 to the Quarterly Report of ConocoPhillips on Form 10-Q for the quarter ended September 30,
10.26.3
Form of Retention Award Terms and Conditions, as part of the Restricted Stock Unit Award,
granted under the 2014 Omnibus Stock and Performance Incentive Plan of ConocoPhillips
(incorporated by reference to Exhibit 10.1 to the Quarterly Report of ConocoPhillips on Form 10-Q
for the quarter ended March 31, 2015; File No. 001-32395).
10.26.4
Form of Non-Employee Director Restricted Stock Units Terms and Conditions, as part of the
Deferred Compensation Plan for Non-Employee Directors of ConocoPhillips, dated January 15,
2016 (incorporated by reference to Exhibit 10.3 to the Quarterly Report of ConocoPhillips on Form
10-Q for the quarter ended March 31, 2016; File No. 001-32395).
10.26.7
Form of Key Employee Award Terms and Conditions, as part of the ConocoPhillips Stock Option
Program granted under the 2014 Omnibus Stock and Performance Incentive Plan of ConocoPhillips,
dated February 14, 2017 (incorporated by reference to Exhibit 10.1 to the Quarterly Report of
ConocoPhillips on Form 10-Q for the quarter ended March 31, 2017; File No. 001-32395).
10.26.8
Form of Performance Share Unit Award Terms and Conditions for Performance Period 17, as part
of the ConocoPhillips Performance Share Program granted under the 2014 Omnibus Stock and
Performance Incentive Plan of ConocoPhillips, dated February 14, 2017 (incorporated by reference
to Exhibit 10.2 to the Quarterly Report of ConocoPhillips on Form 10-Q for the quarter ended
March 31, 2017; File No. 001-32395).
10.26.9
Form of Performance Share Unit Award Terms and Conditions for Performance Period 17 for
eligible employees on the Canada payroll, as part of the ConocoPhillips Performance Share Program
granted under the 2014 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated
February 14, 2017 (incorporated by reference to Exhibit 10.3 to the Quarterly Report of
ConocoPhillips on Form 10-Q for the quarter ended March 31, 2017; File No. 001-32395).
10.26.10
Form of Key Employee Award Terms and Conditions as part of the ConocoPhillips Restricted Stock
Program granted under the 2014 Omnibus Stock and Performance Incentive Plan of ConocoPhillips,
dated February 14, 2017 (incorporated by reference to Exhibit 10.4 to the Quarterly Report of
ConocoPhillips on Form 10-Q for the quarter ended March 31, 2017; File No. 001-32395).
10.26.11
Form of Key Employee Award Terms and Conditions as part of the ConocoPhillips Executive
Restricted Stock Unit Program granted under the 2014 Omnibus Stock and Performance Incentive
Plan of ConocoPhillips, dated February 13, 2018 (incorporated by reference to Exhibit 10.27.12 to
the Annual Report of ConocoPhillips on Form 10-K for the year ended December 31, 2017; File No.
10.26.12
Form of Key Employee Award Terms and Conditions for eligible employees on the Canada payroll,
as part of the ConocoPhillips Executive Restricted Stock Unit Program granted under the 2014
Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated February 13, 2018
(incorporated by reference to Exhibit 10.27.13 to the Annual Report of ConocoPhillips on Form 10-
K for the year ended December 31, 2017; File No. 001-32395).
10.26.13
Form of Key Employee Award Terms and Conditions as part of the ConocoPhillips Restricted Stock
Program granted under the 2014 Omnibus Stock and Performance Incentive Plan of ConocoPhillips,
dated February 13, 2018 (incorporated by reference to Exhibit 10.27.14 to the Annual Report of
ConocoPhillips on Form 10-K for the year ended December 31, 2017; File No. 001-32395).
10.26.14
Form of Retention Award Terms and Conditions, 2017 revision, as part of the Restricted Stock Unit
Award, granted under the 2014 Omnibus Stock and Performance Incentive Plan of ConocoPhillips
(incorporated by reference to Exhibit 10.27.15 to the Annual Report of ConocoPhillips on Form 10-
K for the year ended December 31, 2017; File No. 001-32395).
10.26.15
Form of Key Employee Award Terms and Conditions as part of the ConocoPhillips Restricted Stock
Unit Program granted under the 2014 Omnibus Stock and Performance Incentive Plan of
ConocoPhillips, dated February 14, 2019.
10.27
Amended and Restated 409A Annex to Nonqualified Deferred Compensation Arrangements of
ConocoPhillips, dated January 1, 2020 (incorporated by reference to Exhibit 10.27 to the Annual
Report of ConocoPhillips on Form 10-K for the year ended December 31, 2019; File No. 001-
10.28
Amendment, Change of Sponsorship, and Restatement of Certain Nonqualified Deferred
Compensation Plans of ConocoPhillips, dated April 19, 2012 (incorporated by reference to Exhibit
10.10 to the Quarterly Report of ConocoPhillips on Form 10-Q for the quarter ended June 30, 2012;
10.29
Amendment and Restatement of the Burlington Resources Inc. Management Supplemental Benefits
Plan, dated April 19, 2012 (incorporated by reference to Exhibit 10.9 to the Quarterly Report of
ConocoPhillips on Form 10-Q for the quarter ended June 30, 2012; File No. 001-32395).
10.30
Amendment and Restatement of Deferred Compensation Trust Agreement for Non-Employee
Directors of Phillips Petroleum Company, dated June 23, 1995 (incorporated by reference to Exhibit
10.2 to the Quarterly Report of ConocoPhillips on Form 10-Q for the quarter ended March 31, 2016;
10.30.1
Successor Trustee Agreement of the Deferred Compensation Trust Agreement for Non-Employee
Directors of ConocoPhillips dated July 31, 2020 (incorporated by reference to Exhibit 10.1 to the
Quarterly Report of ConocoPhillips on Form 10-Q for the quarter ended September 30, 2020; File
10.30.2
First Amendment to the Successor Trust Agreement of the Deferred Compensation Trust Agreement
for Non-Employee Directors of ConocoPhillips, dated August 4, 2020 (incorporated by reference to
Exhibit 10.2 to the Quarterly Report of ConocoPhillips on Form 10-Q for the quarter ended
September 30, 2020; File No. 001-32395).
10.31
Indemnification and Release Agreement between ConocoPhillips and Phillips 66, dated April 26,
2012 (incorporated by reference to Exhibit 10.1 to the Current Report of ConocoPhillips on Form 8-
K filed on May 1, 2012; File No. 001-32395).
10.32
Intellectual Property Assignment and License Agreement between ConocoPhillips and Phillips 66,
dated April 26, 2012 (incorporated by reference to Exhibit 10.2 to the Current Report of
ConocoPhillips on Form 8-K filed on May 1, 2012; File No. 001-32395).
10.33
Tax Sharing Agreement between ConocoPhillips and Phillips 66, dated April 26, 2012 (incorporated
by reference to Exhibit 10.3 to the Current Report of ConocoPhillips on Form 8-K filed on May 1,
10.34
Employee Matters Agreement between ConocoPhillips and Phillips 66, dated April 12, 2012
(incorporated by reference to Exhibit 10.4 to the Current Report of ConocoPhillips on Form 8-K
filed on May 1, 2012; File No. 001-32395).
10.35
Transition Services Agreement between ConocoPhillips and Phillips 66, dated April 26, 2012
(incorporated by reference to Exhibit 10.5 to the Current Report of ConocoPhillips on Form 8-K
filed on May 1, 2012; File No. 001-32395).
10.36
ConocoPhillips Clawback Policy dated October 3, 2012 (incorporated by reference to Exhibit 10.3
to the Quarterly Report of ConocoPhillips on Form 10-Q for the quarter ended September 30, 2012;
10.37
Term Loan Agreement, between ConocoPhillips, as borrower, ConocoPhillips Company, as
guarantor, Toronto Dominion (Texas) LLC, as administrative agent and the banks party thereto,
with TD Securities (USA) LLC, as lead arranger and bookrunner, dated March 18, 2016
(incorporated by reference to Exhibit 10.1 to the Current Report of ConocoPhillips on Form 8-K
filed on March 21, 2016; File No. 001-32395).
10.38
Company Retirement Contribution Make-Up Plan of ConocoPhillips, dated December 28, 2018
(incorporated by reference to Exhibit 10.39 to the Annual Report of ConocoPhillips on Form 10-K
for the year ended December 31, 2019; File No. 001-32395).
10.40
Form of Key Employee Award Terms and Conditions, as part of the ConocoPhillips Targeted
Variable Long Term Incentive Program, granted under the 2014 Omnibus Stock and Performance
Incentive Plan of ConocoPhillips, dated September 23, 2019 (incorporated by reference to Exhibit
10.1 to the Quarterly Report of ConocoPhillips on Form 10-Q for the quarter ended September 30,
10.41
ConocoPhillips Executive Restricted Stock Unit Program, dated February 11, 2020 (incorporated by
reference to Exhibit 10.1 to the Quarter Report of ConocoPhillips on Form 10-Q for the quarter
ended March 31, 2020; File No. 001-32395).
10.42
Letter agreement with Don E. Wallette, Jr. dated August 3, 2020 (incorporated by reference to
Exhibit 10.1 to the Quarterly Report of ConocoPhillips on Form 10-Q for the quarter ended June 30,
21*
List of Subsidiaries of ConocoPhillips.
Subsidiary Guarantors of Guaranteed Securities
23.1*
23.2*
Consent of DeGolyer and MacNaughton.
31.1*
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange
31.2*
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange
32*
Certifications pursuant to 18 U.S.C. Section 1350.
99*
Report of DeGolyer and MacNaughton.
101.INS*
Inline XBRL Instance Document.
101.SCH*
Inline XBRL Schema Document.
101.CAL*
Inline XBRL Calculation Linkbase Document.
101.DEF*
Inline XBRL Definition Linkbase Document.
101.LAB*
Inline XBRL Labels Linkbase Document.
101.PRE*
Inline XBRL Presentation Linkbase Document.
104*
Cover Page Interactive Data File (formatted as Inline XBRL
and contained in Exhibit
101).
Filed herewith.
†
The schedules to this exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K.
ConocoPhillips agrees to
furnish a copy of any schedule omitted from this exhibit to the SEC upon request.
‡
ConocoPhillips has previously been granted confidential treatment for certain portions of this exhibit pursuant to Rule 24b-2
under the Securities Exchange Act of 1934, as amended.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d)
of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
CONOCOPHILLIPS
February 16, 2021
/s/ Ryan M. Lance
Ryan M. Lance
Chairman of the Board of Directors
and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange
Act of 1934, this report has been signed, as of
February 16, 2021, on behalf of the registrant
by the following officers in the capacity indicated and by
a
majority of directors.
Signature
Title
/s/ Ryan M. Lance
Chairman of the Board of Directors
Ryan M. Lance
and Chief Executive Officer
(Principal executive officer)
/s/ William L. Bullock, Jr.
Executive Vice President and
William L. Bullock, Jr.
Chief Financial Officer
(Principal financial officer)
/s/ Catherine A. Brooks
Vice President and Controller
Catherine A. Brooks
(Principal accounting officer)
/s/ Charles E. Bunch
Director
Charles E. Bunch
/s/ Caroline M. Devine
Director
Caroline M. Devine
/s/ Gay Huey Evans
Director
Gay Huey Evans
/s/ John V.
Faraci
Director
John V.
Faraci
/s/ Jody Freeman
Director
Jody Freeman
/s/ Jeffrey A. Joerres
Director
Jeffrey A. Joerres
/s/ Timothy A. Leach
Director
Timothy A. Leach
/s/ William H. McRaven
Director
William H. McRaven
/s/ Sharmila Mulligan
Director
Sharmila Mulligan
/s/ Eric D. Mullins
Director
Eric D. Mullins
/s/ Arjun N. Murti
Director
Arjun N. Murti
/s/ Robert A. Niblock
Director
Robert A. Niblock
/s/ David T. Seaton
Director
David T. Seaton
/s/ R.A. Walker
Director
R.A. Walker
Previous: Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES