ConocoPhillips (COP) 10-K risk factor changes: FY2021 vs FY2020

[removed: should carefully] consider the following risk [added: factors]

[removed: factors] in addition to the other information

included in this [added: Annual]

[removed: Annual] Report on Form 10-K.

These risk factors are not [removed: the only risks]

Our business could also be [added: affected]

[removed: affected by] additional risks and uncertainties not currently

known to us or that we currently consider [removed: to be]

[added: to be] immaterial.

[removed: If any] of these risks or other risks that are yet unknown

[removed: were to occur,] our business, operating [added: results and]

[removed: results and] financial [removed: condition, as well as the][added: condition and results of operations]

[removed: value of an investment] in our common stock [added: could be adversely]

[added: of operations] could be adversely [added: affected]

The oil and gas business is [removed: fundamentally] a commodity [added: business.]

[removed: business and our] [added: Our] revenues, operating results

and future [added: rate of growth are]

[removed: rate of growth are] highly dependent on the prices [added: we receive for]

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

[removed: NGLs] [added: gas] and [added: NGLs in an]

Such prices can fluctuate [removed: widely depending upon]

[removed: global events or conditions] that affect supply and [added: demand, most]

[removed: demand, most] of which are out of our [removed: control.]

[removed: COVID-19] [added: by the coronavirus (COVID-19)] pandemic.

[removed: Management’s] Discussion and Analysis of Financial [added: Condition and Results]

[removed: Condition] and [removed: Results][added: results of]

[removed: of Operations,] [added: ,] for additional [removed: information]

[added: conditions will] return to [removed: pre-COVID-19 levels,][added: pre-COVID]

[removed: to stem] [added: of] the

[removed: proliferation] [added: effects] of the COVID-19 [removed: pandemic, the extent][added: pandemic that]

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

[removed: Even after a recovery, our] [added: Our] industry will continue to be exposed to [removed: the]

[added: the] effects of changing [added: commodity prices.]

[removed: commodity prices given] the volatility [added: in commodity prices.]

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

[added: Local political] and economic [added: factors]

[added: armed hostilities] in various oil-producing [added: regions]

[removed: regions] around the globe.

Lower crude oil, bitumen, natural [removed: gas, NGL and][added: gas]

[removed: LNG] [added: and NGL] prices may have a material adverse [removed: effect on our]

You should carefully

by

were to occur,

condition, as well as the value of an investment

on our strategy and the carrying value of our assets

widely depending upon global events or conditions

control.

In early 2020 global oil demand decreased precipitously

alongside global COVID-19 economic shutdowns.

Although global oil demand and global oil prices improved

through 2021, the global economic recovery

remains

uncertain.

the effects of changing commodity prices

generally,

continued uncertainty caused by

effect on our revenues,

operating income, cash flows

to declare and

of shares we elect to acquire as part of the share repurchase

program

and the timing of such acquisitions.

economically,

reserves and reserve replacement ratio

fields.

including decisions to reduce capital

production.

reduce our capital

In the past three years, we recognized

[Note 7](#a33715)

If commodity

prices decrease relative to their current

it is reasonably likely we could

investment in nonconsolidated

method and unproved properties.

or estimated change to

as a result.

volatility and

Over the course of the pandemic, public health

officials have

You

we face.

We have been negatively affected and may continue to be negatively affected by the prolonged drop in

commodity prices that began in early 2020.

LNG.

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

See Item 7.

on commodity prices and how we have been

impacted.

There is no

assurance of when or if commodity prices will

and if they do return to pre-

COVID levels, how long they will remain at those

The speed and extent of any recovery remains

uncertain and is subject to various risk factors,

including the duration, impact and actions taken

to which those nations party to the OPEC

plus production

agreement decide to increase production of crude

described herein.

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

we elect to declare

require us to reduce

Suspended Wells and Exploration Expenses and Note 8—Impairments, in the Notes

Statements,

due to changes in assumptions for commodity

prices and development plans.

commodity prices remains low relative to historic

exercise capital flexibility, it is reasonably likely we will incur future impairments

operations, investments in nonconsolidated entities

properties.

If oil and gas prices persist at depressed levels,

our reserve estimates may decrease further, which

could incrementally increase the rate used to determine

See Item 7.

Management’s Discussion and Analysis for further examination

versus comparative periods.

[removed: MANAGEMENT’S DISCUSSION AND][added: Management’s Discussion and Analysis]

[removed: ANALYSIS OF FINANCIAL CONDITION AND][added: Discussion and Analysis of Financial Condition]

[removed: Management’s][added: Management exercises]

[added: Management’s] Discussion and Analysis is the company’s [removed: analysis of its financial performance and of]

[removed: significant] trends that may affect future performance.

It should be read in conjunction with the financial [added: statements]

[removed: statements and] notes, and supplemental oil [added: and gas disclosures included]

[removed: and gas disclosures included] elsewhere in this report.

[removed: forward-looking] statements including, without limitation, [removed: statements]

[added: statements] relating to the company’s

[removed: strategies, objectives,] expectations and intentions

that are made pursuant to the “safe harbor” provisions of [added: the Private Securities]

[removed: the] Private Securities Litigation Reform Act [removed: of]

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

[removed: “forecast,” “goal,” “guidance,”] “intend,” “may,”

[removed: “should,”] “target,” “will,”

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

The company does not undertake [removed: to]

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

[removed: securities] laws.

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

with the company’s disclosures under the heading: [removed: “CAUTIONARY STATEMENT]

FOR THE PURPOSES OF [added: THE ‘SAFE HARBOR’ PROVISIONS]

[removed: 1995,”] beginning on page

The terms “earnings” and “loss” as used in Management’s [removed: Discussion and Analysis refer to net income (loss)]

[removed: BUSINESS ENVIRONMENT AND EXECUTIVE][added: Business Environment and Executive Overview]

ConocoPhillips [removed: is an independent E&P company][added: Company,]

[removed: with] operations and activities in [removed: 15] [added: 14] countries.

[removed: Our diverse,][added: our diverse portfolio.]

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

unconventional plays [removed: in North America;]

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

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

[added: guidance] and [removed: an] inventory [removed: of][added: levels.]

[removed: global conventional] and unconventional exploration

Headquartered in Houston, Texas, [removed: at]

[added: at] December 31, [removed: 2020,] [added: 2021,] we employed approximately

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

assets of [removed: $63] [added: $91] billion.

[removed: Completed Acquisition of] Concho Resources [removed: Inc.][added: Inc., or our failure]

Management’s Discussion and Analysis of Financial Condition and

analysis of its financial performance and of significant

It contains forward-looking

plans, strategies, objectives,

Litigation Reform Act of 1995.

“believe,” “budget,”

“could,”

“effort,”

“estimate,”

“expect,”

“forecast,”

“goal,”

“guidance,”

“objective,”

“outlook,”

“predict,” “projection,”

“seek,” “should,”

identify forward-looking

unless required to do so under the federal securities laws.

statements should be read in conjunction

STATEMENT

SECURITIES LITIGATION

Discussion and Analysis refer to net income (loss)

ConocoPhillips is one of the world’s

leading E&P companies based on both production and reserves

Our diverse, low cost of supply portfolio

includes resource-rich

in North America; conventional assets in North

inventory of global conventional

9,900 people

Completed Acquisitions

company with operations across

transaction for $13.1 billion.

[.](#a27774)

In December 2021, we completed our acquisition

of Shell Enterprises LLC’s (Shell) assets in the

Delaware Basin in

an all-cash transaction for $8.7 billion after

Assets acquired include approximately

225,000 net acres of producing properties

It contains

plans,

1995.

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

“objective,” “outlook,” “plan,” “potential,” “predict,” “projection,” “seek,”

THE ‘SAFE HARBOR’ PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF

OVERVIEW

conventional

Delaware and Midland Basins creates a sizeable

Consideration for the all-stock transaction was

valued at $13.1 billion, in which 1.46 shares

common stock was exchanged for each outstanding

of approximately 286 million shares of ConocoPhillips

We also assumed $3.9 billion in

Concho, which was recorded at fair value of $4.7

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

Notes to Consolidated Financial Statements.

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

continues to have unprecedented social and economic

consequences.

Mitigation efforts to stop the spread of

this highly-contagious disease include stay-at-home

orders and business closures that caused

sharp

contractions in economic activity worldwide.

The supply shock was triggered by disagreements

between

OPEC and Russia, beginning in early March 2020,

which resulted in significant supply coming

onto the

market

These dual demand and supply shocks caused

oil prices to collapse as we exited

As we entered the second quarter of 2020, predictions

[removed: AND QUALITATIVE][added: and]

[removed: DISCLOSURES ABOUT MARKET RISK][added: Quantitative and Qualitative Disclosures about Market Risk]

We and certain of our subsidiaries hold [removed: and issue derivative contracts and financial]

[added: and financial] instruments that expose our

cash flows or earnings to changes in commodity [added: prices,]

[removed: prices,] foreign currency exchange [removed: rates]

[removed: or interest] rates.

[removed: may] use financial and commodity-based derivative

contracts to manage the risks [removed: produced by changes]

[removed: in] [added: to accomplish] the

[removed: prices of] natural gas, crude oil and related [removed: products;]

[removed: fluctuations in interest] rates and foreign currency

[removed: exchange rates; or to] capture market opportunities.

Our use of derivative instruments [removed: is governed]

[removed: by an “Authority] Limitations” document [added: approved]

[removed: approved] by our Board [added: of]

[removed: of Directors that prohibits] the use of highly leveraged [added: derivatives]

[removed: derivatives] or derivative instruments without

[added: The fair value of] the [removed: Value]

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

[removed: company, and] compliance with these limits is monitored daily.

The Executive Vice President and Chief [added: Financial]

[removed: resulting from] [added: activity and] foreign currency exchange [removed: rates and]

[removed: interest] rates.

The Commercial organization [removed: manages our]

[added: manages our] commercial marketing, optimizes [removed: our commodity]

[added: our commodity] flows and positions, and monitors [removed: risks.]

[removed: Our Commercial organization] uses futures, forwards, swaps

and options in various markets [removed: to accomplish]

remain exposed to market [removed: prices, we]

[removed: use swap contracts to convert] fixed-price sales [added: contracts, which]

[removed: contracts, which] are often requested by natural

consumers, to floating market [removed: prices.]

Enable us to use market knowledge to [removed: capture opportunities]

[added: capture opportunities] such as moving physical [removed: commodities to]

more profitable locations and storing [removed: commodities]

[added: commodities] to capture seasonal or time premiums.

derivatives to optimize [removed: these activities.]

model to estimate the loss in fair [removed: value that]

[removed: could potentially result] on a single day from the [added: effect of]

and issue derivative contracts

rates or interest

We may

produced by changes in the prices of

products; fluctuations in interest

is governed by an “Authority

Directors that prohibits

limits for the company,

Officer, who

reports to the Chief Executive

Officer, monitors

commodity price risk and risks resulting from

exchange rates and

risks.

Our Commercial organization

prices, we use

swap contracts to convert

prices.

commodities to

these activities.

value that could potentially result

and derivative commodity

confidence level and a

immaterial to our consolidated

and related weighted-average

interest rates

by expected maturity

on effective rates

at the reporting date.

The carrying amount of

prevailing interest rates

on interest expense associated

is corroborated by

rates would not impact our cash

debt, unless we

ConocoPhillips

Year-End 2021

1.03

6.64

5.32

QUANTITATIVE

We

Financial Officer, who reports to the Chief Executive Officer, monitors commodity price risk

and risks

the

balance sheet at December 31, 2020,

VaR

trading

to our

The

debt.

that is

impact our cashflows associated

\-

\-

Year

\-End 2019

2020

6.24

2.54

2.81

7.20

3.52

12,143

6.25

1.65

13,188

17,325

or local

exposures.

exchange forward contracts to sell $1.35 billion

respectively.

before-tax loss of $39 million and $115 million,

respectively.

The sensitivity analysis is based on changing

be correlated.

at December 31, 2020 and 2019, were as follows:

2019

2019

1,350

[removed: proceedings,] including those involving governmental

authorities under federal, state [removed: and local laws regulating]

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

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

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

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

[removed: to] ConocoPhillips, we expect [removed: there would be]

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

We are a defendant

in a number of legal and administrative

proceedings arising in the ordinary course

of business,

and local laws regulating the discharge

of

there would be no material effect

[See](#a35473)

[Note 11](#a35473)

for a description of such

legal and administrative

The following is a description of reportable legal

no

Nevertheless, such proceedings are reported pursuant

to

SEC regulations.

On April 30, 2012, the separation of our downstream

business was completed, creating two independent

energy companies: ConocoPhillips and Phillips

66.

In connection with the separation, we entered

into an

Indemnification and Release Agreement, which

provides for cross-indemnities between Phillips

66 and us and

established procedures for handling claims subject

to indemnification and related matters, such

as legal

We have included matters where we remain or have subsequently become

a party to a

proceeding relating to Phillips 66, in accordance

with SEC regulations.

We do not expect any of those matters

to result in a net claim against us.

Matters Previously Reported—Phillips 66

In May 2012, the Illinois Attorney General's

office filed and notified ConocoPhillips of a complaint with

respect to operations at the Phillips 66 WRB

Wood River Refinery alleging violations of the Illinois

groundwater standards and a third-party's

hazardous waste permit.

The complaint seeks remediation of area

groundwater; compliance with the hazardous waste

permit; enhanced pipeline and tank integrity measures;

additional spill reporting; and yet-to-be specified

amounts for fines and penalties.

[removed: 2020][added: Sider in 2020,]

Washington, [added: D.C.]

[removed: D.C.] 20549

ANNUAL REPORT PURSUANT [added: TO]

[added: 13 OR 15(d)] OF THE SECURITIES EXCHANGE ACT OF 1934

TRANSITION REPORT PURSUANT [added: TO SECTION]

[added: SECTION 13 OR 15(d)] OF THE SECURITIES EXCHANGE ACT OF 1934

(State or other jurisdiction of [added: incorporation]

(I.R.S. Employer [added: identification No.)]

[removed: incorporation] or organization)

(Address of principal executive offices) [added: (Zip]

[removed: (Zip] Code)

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

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

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

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

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

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

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

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

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

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

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

Emerging [added: growth]

[added: If an emerging] growth [removed: company][added: company, indicate]

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

Indicate by check mark whether the registrant has filed a report on and attestation to [removed: 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)) [added: by the]

[removed: by the] registered public accounting firm that prepared or issued its audit report.

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

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

shares of common stock outstanding at January 31, [removed: 2021.][added: 2022.]

[removed: Portions of] the [removed: Proxy Statement for the] Annual Meeting of Stockholders to be held on May [removed: 11, 2021] [added: 10, 2022] (Part III)

Commonly Used [removed: Abbreviations……………………………………………………………………….][added: Abbreviations]

[removed: PART][added: Part I]

[removed: Corporate Structure][added: [Corporate Structure](#a1055)]

[removed: Segment] [added: [Segment] and Geographic [removed: Information][added: Information](#a1269)]

Canada [removed: ......................................................................................................................]

[removed: Europe,] [added: [Europe,] Middle East and North [removed: Africa][added: Africa](#a2914)]

[removed: Asia Pacific][added: [Asia Pacific](#a3556)]


December 31, 2021

\[ \]

as defined in Rule 405 of the Securities Act.

File required to be submitted pursuant

an accelerated filer, a non-accelerated

filer, a smaller reporting

“accelerated filer,”

“smaller reporting

\[ \]

\[ \]

its management’s assessment of the

\[ x \]

\[x\]

on June 30, 2021, the last business day of the

based on the closing price on that date of $60.90, was $

81.5

1,299,526,916

Portions of the Proxy Statement for

[Business and Properties](#a857)

[Alaska](#a1700)

[Lower 48](#a2142)

[Canada](#a2646)

[Competition](#a5487)

[Risk Factors](#a6574)

6.

\[Reserved\]

9C.

[Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#a70817)

[Signatures](#a73739)

Commonly Used Abbreviations

DE&I

diversity,

Agency

BLM

Bureau of Land Management

CCUS

carbon capture utilization

storage

VROC

\[

\]

TO SECTION 13 OR 15(d)

December 31, 2020

\[

\]

TO SECTION 13 OR 15(d)

Identification No.)

area code:

\-

\]

\]

\[

\]

\[

\[

45.1

1,354,734,727

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

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

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

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

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

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

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

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

Competition ...................................................................................................................

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

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

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

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

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

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

II

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

7.

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

About Market Risk

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

Data

[removed: INFORMATION ABOUT OUR EXECUTIVE OFFICERS][added: Information about our Executive]

[added: Executive] Vice President and [removed: Controller][added: Chief]

[removed: Executive] Vice President and Chief Financial Officer [added: as]

[removed: Senior] Vice President, Corporate [removed: Relations][added: Planning]

[removed: Executive Vice President] and Chief [removed: Operating] [added: Executive] Officer

Chairman of the Board of Directors [removed: and Chief Executive]

[added: Financial] Officer

Executive Vice President, Lower [removed: 48]

[added: previously served as] Senior Vice President, [removed: Strategy,] Exploration [removed: and Technology]

[removed: Senior] Vice President, Global Operations [added: as]

Senior Vice President, Legal, General [removed: Counsel]

There are no family relationships [removed: among any of the]

[added: among any of the] officers named above.

Each officer of the company is [added: elected]

[removed: elected] by the Board of Directors at [removed: its first]

[added: its first] meeting after the Annual Meeting of Stockholders

Each officer of the company holds [removed: office from the date of election]

[removed: until the first] meeting of the

directors held after the next Annual [removed: Meeting of]

[added: Meeting of] Stockholders or until a successor [removed: is elected.]

The date of the [added: next]

[removed: next] annual meeting is May [removed: 11, 2021.][added: 10, 2022.]

Set forth [added: below is information]

[removed: below is information] about the executive [added: officers.]

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

[removed: Controller] [added: Management] from February 2016 to [removed: August 2018.]

She became Manager, [removed: Finance & Performance Analysis in]

[removed: April 2014] [added: September 2016] and served in that role until [removed: February]

[added: September] 2016.

[removed: Ms. Brooks previously] held the position [added: of]

[removed: of] Manager,

[removed: 2020,] having previously served as President,

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

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

[added: 2012,] having

[added: Macklon] previously served as [added: Senior] Vice President, [removed: Investor Relations and Communications]

Prior to that, [added: she]

[added: having previously] served as Senior Vice President, [removed: Corporate]

Prior to that, he was [added: Vice]

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

Officers

Kontessa S.

Haynes-Welsh

Chief Accounting Officer

Sustainability and Technology

Executive Vice President, Global

Operations

Counsel

Heather G.

Sirdashney

Vice President, Human Resources

and Real Estate and Facilities

Services

*On February 17, 2022.

office from the date of election until the first

is elected.

was appointed Executive

President, Corporate Planning

ConocoPhillips

Kontessa S.

Haynes-Welsh

was appointed Chief Accounting

Officer in March 2021, having previously

served as

Assistant Controller since

January 2020.

Prior to that, she was Manager,

Strategy,

Planning and Portfolio

Management from June 2018 to December 2019.

Finance & Performance Analysis in

May 2018.

Ms. Haynes-Welsh previously

Director,

Lower 48 Strategy & Portfolio

was appointed Executive

ConocoPhillips, Mr.

its

Strategies LLC, since 2002.

Strategy,

Catherine A.

Brooks

Ellen R.

DeSanctis

Matt J.

Fox

*On February 16, 2021.

officers.

Catherine A.

Brooks

previously

served as General Auditor since August 2018.

Prior to serving as General Auditor, she was Assistant

External Reporting from May 2010 to April

2014.

was appointed Executive Vice President and Chief Financial Officer as of September

Ellen R.

DeSanctis

since May 2012.

she was employed by Petrohawk Energy Corp. where she

Communications since 2010.

Matt J.

Fox

was appointed Executive Vice President and Chief Operating Officer as of January 2019,

having

previously served as Executive Vice President, Strategy, Exploration and Technology since March 2016 and

Executive Vice President, Exploration and Production, from May 2012 to March

2016.

employed by Nexen, Inc., where he served as

Prior to

August 2020, having previously served as President,

Lower 48 since June 2018.

Vice President, Corporate Planning & Development since January 2017 and

Mr. Macklon previously served as Senior Vice President, Oil Sands in Canada from

was appointed Senior Vice President, Global Operations as of August

having previously served as Vice President, Corporate

Planning & Development since June 2018.

Prior to

that, he served as Vice President, Mid-Continent Business Unit in the Lower 48 from

September 2016 to June

[removed: MARKET FOR REGISTRANT’S COMMON][added: Market for Registrant's]

[removed: EQUITY, RELATED][added: Common Equity, Related]

ConocoPhillips’ common stock is traded [removed: on the]

[removed: New York Stock] Exchange, under the symbol “COP.”

Number of Stockholders of Record [removed: at January]

[removed: 31, 2021*][added: 2021]

*In determining the number of stockholders, we consider clearing [added: agencies and security position]

[removed: agencies and security position] listings as one stockholder for each [added: agency]

The declaration of [removed: dividends is subject to the discretion]

[removed: Our] [added: The] Board [removed: of Directors] has

adopted a [removed: quarterly] dividend declaration policy [removed: providing]

[added: providing] that the declaration of any [removed: dividends will be]

Value [added: of Shares]

that May Yet [removed: Be]

Total [removed: Number of]

[removed: *There] [added: * There] were no repurchases of common stock from company employees in connection with the company's broad-based employee incentive [removed: plans.]

In late 2016, we initiated our current [removed: share repurchase]

[removed: program,] which has a current total program

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

[removed: billion] of shares.

[removed: Repurchases][added: requirements, repurchases]

[removed: conditions] and other [removed: factors.]

Except as limited by applicable legal [removed: requirements,]

[added: discontinued at any time] without prior notice.

Shares of stock repurchased under [removed: the]

[added: the] plan are held as treasury [removed: shares.]

[removed: See] [added: [see] “Item 1A—Risk Factors – Our ability [added: to execute our capital return program is](#a6574)]

[removed: repurchase shares is subject] [added: [subject] to certain [removed: considerations.”][added: considerations.”](#a6574)]

[removed: ][added: ]

The following graph shows the cumulative [removed: TSR]

[added: TSR] for ConocoPhillips’ common stock [removed: in each of the five]

[removed: same] five-year period with the S&P 500 Index and [added: our]

[removed: our] performance peer group consisting

of Chevron, [added: ExxonMobil,]

[removed: ExxonMobil,] Apache, Marathon Oil Corporation,

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

[added: at the] beginning of each annual period.

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

[added: on] December 31, [removed: 2015,] [added: 2016,] in ConocoPhillips stock, the S&P [added: 500 Index]

[removed: Index] and ConocoPhillips’ peer group and assumes [added: that]

on the New York Stock

0.430

0.430

0.460

0.430

at January 31, 2022*

38,099

In December 2021, we announced the addition of a VROC tier to our return

of capital program.

ordinary and VROC dividends are subject to

the discretion and approval of our Board

of Directors.

dividends will be determined quarterly.

For more information on factors

considered when determining the level of these

distributions

[see “Item 1A—Risk](#a6574)

[Factors – Our ability to execute our capital return program is subject to certain considerations.”](#a6574)

Be

Number of

October 1-31, 2021

6,100,833

73.36

6,100,833

11,811

November 1-30, 2021

6,367,204

73.42

6,367,204

11,344

December 1-31, 2021

6,751,987

71.65

6,751,987

10,860

19,220,024

19,220,024

plans.

share repurchase program,

authorization

2019

0.420

0.305

0.305

0.305

40,483

agency

of our Board of Directors, and may be affected by

various factors, including our future earnings,

financial condition, capital requirements,

levels of indebtedness,

credit ratings and other considerations our Board of

Directors deems relevant.

determined quarterly by the Board of Directors

taking into account such factors as our

business model,

prevailing business conditions and our financial

results and capital requirements, without a predetermined

annual net income payout ratio.

of Shares

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

As of December 31, 2020,

we had repurchased $10.5

[removed: FINANCIAL STATEMENTS AND SUPPLEMENTARY][added: Financial Statements and Supplementary Data]

[removed: DATA][added: data,]

[removed: Reports of Independent Registered Public Accounting][added: an independent registered public accounting]

[removed: Consolidated Income] [added: [Consolidated] Statement [added: of Comprehensive Income] for the years [removed: ended][added: ended](#a24932)]

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

[removed: 2019] and [removed: 2018][added: 2019, respectively.]

[removed: Consolidated Statement of Comprehensive Income][added: income statement, consolidated]

[added: million] for the years ended

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

[removed: Consolidated] [added: [Consolidated] Balance Sheet at December 31, [removed: 2020][added: 2021 and 2020](#a25300)]

[added: 2020] and [removed: 2019][added: 2019, respectively.]

[removed: Consolidated Statement of Cash Flows] [added: cash flows] for [added: each of] the [added: three] years

[removed: ended] [added: Year Ended] December 31, [removed: 2020,][added: 2020]

[removed: 2019] [added: 2020] and [removed: 2018][added: 2019 was $]

[removed: Consolidated] [added: [Consolidated] Statement of Changes in Equity for [added: the years ended](#a26328)]

[removed: the years ended][added: Years Ended]

[removed: December] [added: [December] 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018][added: 2019](#a24932)]

[removed: Oil] [added: [Oil] and Gas [removed: Operations][added: Operations](#a50345)]

[removed: of] Management [added: has]

Management prepared, and is responsible [removed: for, the consolidated financial]

[removed: statements] and the other information

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

[removed: fairly the] [added: The] company’s financial

position, results of operations and [removed: cash flows in]

[added: cash flows in] conformity with accounting [removed: principles]

[added: principles] generally accepted in [added: the]

[removed: the] United States.

In preparing its consolidated financial [removed: statements,]

[removed: the company] includes amounts that are [added: based on]

[removed: based on] estimates and judgments management [removed: believes]

[added: believes] are reasonable under the circumstances.

[removed: company’s financial statements have] been audited by Ernst & Young [removed: LLP,]

[removed: an independent registered public][added: Report of Independent Registered]

[removed: accounting firm appointed by] [added: to] the Audit and [removed: Finance]

[added: by the Audit and Finance] Committee of the Board of Directors [removed: and ratified]

[removed: Management has] made available to Ernst [added: & Young]

[removed: & Young] LLP all of the company’s financial records

and related data, as well as the minutes [removed: of stockholders’]

[added: of stockholders’] and directors’ [removed: meetings.]

[removed: Assessment of Internal Control Over Financial Reporting][added: internal control over financial reporting]

[Reports of Management](#a23833)

(PCAOB ID #

[Consolidated Income Statement for the years ended December 31, 2021, 2020 and 2019](#a24500)

[Consolidated Statement of Cash Flows for the years ended December 31, 2021, 2020 and 2019](#a25715)

[Notes to Consolidated Financial Statements](#a26998)

present fairly the company’s

LLP,

and ratified by stockholders.

meetings.

Financial Reporting

system was designed to

the preparation and fair presentatio

of published financial statements.

inherent limitations.

systems determined to

to financial statement

Commission in

Framework (2013)

assessment, we believe the company’s

December 31, 2021.

Management’s assessment

the effectiveness of internal control

over

financial reporting did not include the internal controls

of the assets acquired from Shell Enterprise LLC

December 2021.

The total assets acquired represented

total assets at December 31, 2021.

Ernst & Young

as of

Public Accounting Firm

statements of comprehensive

the related notes (collectively referred

present fairly,

the period ended December 31, 2021, in conformity with

principles.

Company Accounting Oversight

as of December 31, 2021, based

Control–Integrated

of Sponsoring

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

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

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

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

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

.........

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

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

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

Reports

by

stockholders.

statements.

herein.

Jr.

of

December 31, 2020, in conformity with

express an opinion on the Company’s financial statements based on our audits.

and performing

of these removal costs and higher estimation

uncertainty related to the removal plan and costs.

relatively short remaining useful lives of

conditions.

forecasts.

We involved our internal specialists in testing the Company’s methodology to

estimate removal costs.

respectively, for the year then ended.

efforts

hydrocarbon properties and certain

group.

before income taxes are lower than the

Because

Auditing the Company’s DD&A and impairment calculations is complex because

engineering consulting firm and the evaluation

DD&A

data and inputs described above

(the COSO criteria).

our report dated

We conducted

Those standards require

[removed: DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND][added: Changes in and Disagreements with Accountants on Accounting and]

CHANGES IN AND

[removed: We maintain disclosure controls and procedures] designed to ensure information required

reports we file or submit under the Securities [added: Exchange]

[removed: Exchange] Act of 1934, as amended (the Act), [added: is recorded, processed,]

[removed: processed,] summarized and reported within the

time periods specified in Securities and Exchange [added: Commission rules]

[removed: rules and] forms, and that such information [removed: is]

[added: is] accumulated and communicated [removed: to management,]

[added: to management,] including our [added: principal]

[removed: principal] executive and principal financial [added: officers,]

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

regarding required [added: disclosure.]

[added: As of December 31, 2021,] with the participation of our management, [removed: our]

[added: our] Chairman and Chief [added: Executive Officer]

[removed: Executive Officer] (principal executive officer) and [removed: our Executive]

Vice President and Chief Financial Officer [added: concluded]

[added: Chief Financial Officer] (principal financial officer) [removed: carried out an evaluation,]

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

[added: procedures] (as defined in Rule 13a-15(e) of the Act).

Based upon that [added: evaluation, our Chairman and]

[removed: evaluation, our Chairman] [added: Executive Officer] and [removed: Chief] [added: our] Executive

[removed: Officer and] our Executive Vice President and [removed: Chief Financial]

[removed: Officer concluded] our disclosure controls [removed: and procedures]

control over financial reporting, as defined [added: in]

[removed: in] [added: to] Rule [removed: 13a-15(f)] [added: 13a-15(b)] of the [added: Act, of ConocoPhillips’ disclosure controls]

[removed: Act,] in the period covered by this report that

have materially affected, [removed: or are reasonably likely to materially]

[removed: affect, our] internal control over financial [removed: reporting.]

[removed: Management’s Annual Report] on Internal Control Over Financial [added: Reporting]

This report is included in Item 8 on page [added: 76 and is incorporated]

and is incorporated herein by [removed: reference.]

Report of Independent Registered [removed: Public Accounting]

[removed: and is incorporated] herein by reference.

We maintain disclosure

and

carried out an evaluation, pursuant

and

Chief

and procedures were operating

effectively as of December 31, 2021.

or are reasonably likely to

materially affect, our

reporting.

Management’s Annual Report

[75](#a23833)

reference.

Public Accounting Firm

is recorded,

Commission

disclosure.

As of December 31, 2020,

ConocoPhillips’ disclosure controls and procedures

were operating effectively as of December 31, 2020.

Reporting

[81](#a26968)

Firm

[85](#a27341)

PART

III

Disclosure Regarding Foreign Jurisdictions that Prevent

Inspections

Not applicable.

ConocoPhillips

Part III

[removed: DIRECTORS, EXECUTIVE OFFICERS AND][added: Directors, Executive Officers]

[removed: CORPORATE GOVERNANCE][added: and Corporate Governance]

[removed: Information regarding] our executive officers [removed: appears in]

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

Code of Business Ethics and Conduct for [added: Directors]

[removed: Directors] and Employees

[removed: We have a Code of Business Ethics] and Conduct for Directors and Employees [removed: (Code]

[added: (Code] of Ethics), including our

principal [removed: executive officer, principal financial officer, principal] accounting officer and persons [removed: performing]

[removed: similar] functions.

[removed: We have posted] a copy of our Code of Ethics on the “Corporate [removed: Governance” section]

[removed: internet] website at

(within the Investors>Corporate [removed: Governance]

[added: Governance] section)

[removed: waivers of the] Code of Ethics must be approved, in [added: advance,]

[removed: advance,] by our full Board of Directors.

Any amendments [added: to, or waivers]

[removed: to, or waivers from,] the Code of Ethics that apply [added: to our executive]

[removed: “Corporate] Governance” section of our internet

All other information required [removed: by Item 10 of]

[added: by Item 10 of] Part III will be included in our Proxy [removed: Statement]

[added: Statement] relating to our [added: 2022]

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

[removed: filed pursuant] to Regulation 14A on or before [added: April]

[removed: is] incorporated herein by [removed: reference.*]

Information regarding

30.

We have a Code of Business Ethics

principal executive officer,

principal financial officer,

performing similar

We have posted

Any waivers of the

from,

officers and directors

will be posted on the “Corporate Governance”

section of our internet website.

30, 2022, and is

reference.*

of our

Any

to our executive officers and directors will be posted on the

website.

April 30, 2021, and

[removed: Information required by Item] 11 of Part III will be included [added: in our Proxy]

[removed: in our Proxy] Statement relating to our [removed: 2021][added: 2022 Annual]

[removed: Annual] Meeting of Stockholders, to be filed pursuant

to Regulation 14A on or before [removed: April 30,]

[removed: incorporated] herein by reference.*

Information required by Item

April 30, 2022, and is incorporated

2021, and is

[removed: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT][added: Security Ownership of Certain Beneficial Owners and Management and]

[removed: AND RELATED STOCKHOLDER MATTERS][added: Related Stockholder Matters]

Information required by Item [removed: 12 of Part III]

[added: 12 of Part III] will be included in our Proxy [removed: Statement relating]

[removed: Annual] Meeting of Stockholders, to be filed pursuant

to Regulation 14A on or before [removed: April 30,]

[removed: incorporated] herein by reference.*

Statement relating to our 2022 Annual

April 30, 2022, and is incorporated

to our 2021

2021, and is

[removed: CERTAIN RELATIONSHIPS][added: Certain Relationships and Related Transactions,]

[removed: AND RELATED TRANSACTIONS, AND DIRECTOR][added: and Director]

Information required by Item [removed: 13 of Part III]

[added: 13 of Part III] will be included in our Proxy [removed: Statement relating]

[removed: Annual] Meeting of Stockholders, to be filed pursuant

to Regulation 14A on or before [removed: April 30,]

[removed: incorporated] herein by reference.*

Statement relating to our 2022 Annual

April 30, 2022, and is incorporated

to our 2021

2021, and is

Information required by Item [removed: 14 of Part III]

[added: 14 of Part III] will be included in our Proxy [removed: Statement relating]

[removed: Annual] Meeting of Stockholders, to be filed pursuant

to Regulation 14A on or before [removed: April 30,]

[removed: incorporated] herein by reference.*

*Except for information or data specifically incorporated herein by reference under Items 10 through 14, other information [added: and data appearing]

in our [removed: 2021] [added: 2022] Proxy

Statement are not deemed to be a part of this Annual Report on Form 10-K [added: or deemed to be filed with the Commission as a]

[removed: PART][added: Part IV]

Statement relating to our 2022 Annual

April 30, 2022, and is incorporated

ConocoPhillips

to our 2021

2021, and is

and data appearing

or deemed to be filed with the Commission as a

IV

[removed: EXHIBITS, FINANCIAL STATEMENT SCHEDULE][added: Exhibits, Financial Statement Schedules]

The financial statements and supplementary [removed: information]

[added: information] listed in the Index [removed: to Financial Statements,]

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

All financial statement schedules [removed: are omitted]

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

applicable or the information is shown [removed: in another]

[added: in another] schedule, the financial statements [removed: or the]

[added: or the] notes to

The exhibits listed in the Index to [removed: Exhibits, which]

[added: Exhibits, which] appears on pages

through [removed: 190,] [added: 185,] are filed as part [added: of]

[removed: of] this annual report.

[Separation and Distribution Agreement Between ConocoPhillips and [removed: Phillips 66, dated April 26,](http://www.sec.gov/Archives/edgar/data/1163165/000119312512200896/d341683dex21.htm)][added: Phillips](http://www.sec.gov/Archives/edgar/data/1163165/000119312512200896/d341683dex21.htm)]

[removed: [K filed on May 1, 2012; File No. 001-32395).](http://www.sec.gov/Archives/edgar/data/1163165/000119312512200896/d341683dex21.htm)][added: [66, dated April 26, 2012.](http://www.sec.gov/Archives/edgar/data/1163165/000119312512200896/d341683dex21.htm)]

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

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

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

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

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

[Asset Purchase and Sale Agreement Amending Agreement, dated as of [removed: May 16, 2017, by and](http://www.sec.gov/Archives/edgar/data/1163165/000110465917033735/a17-13412_1ex2d2.htm)][added: May](http://www.sec.gov/Archives/edgar/data/1163165/000110465917033735/a17-13412_1ex2d2.htm)]

[removed: [among] [added: [16, 2017, by and among] ConocoPhillips Company, ConocoPhillips [removed: Canada Resources Corp., ConocoPhillips] Canada](http://www.sec.gov/Archives/edgar/data/1163165/000110465917033735/a17-13412_1ex2d2.htm)

[removed: [Energy Partnership, ConocoPhillips Western] [added: [Western] Canada Partnership, ConocoPhillips Canada [removed: (BRC)](http://www.sec.gov/Archives/edgar/data/1163165/000110465917033735/a17-13412_1ex2d2.htm)][added: (BRC) Partnership,](http://www.sec.gov/Archives/edgar/data/1163165/000110465917033735/a17-13412_1ex2d2.htm)]

[removed: [Partnership, ConocoPhillips] [added: [ConocoPhillips] Canada E&P ULC, and Cenovus Energy [removed: Inc. (incorporated by](http://www.sec.gov/Archives/edgar/data/1163165/000110465917033735/a17-13412_1ex2d2.htm)][added: Inc.](http://www.sec.gov/Archives/edgar/data/1163165/000110465917033735/a17-13412_1ex2d2.htm)]

[removed: [reference to Exhibit 2.2 to the Current Report of] [added: [Resources Corp.,] ConocoPhillips [removed: on Form 8-K filed on May 18,](http://www.sec.gov/Archives/edgar/data/1163165/000110465917033735/a17-13412_1ex2d2.htm)][added: Canada Energy Partnership, ConocoPhillips](http://www.sec.gov/Archives/edgar/data/1163165/000110465917033735/a17-13412_1ex2d2.htm)]

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

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

[Amended and Restated Certificate of [removed: Incorporation (incorporated by reference to Exhibit 3.1 to the](http://www.sec.gov/Archives/edgar/data/1163165/000095012908004130/h58804exv3w1.htm)][added: Incorporation.](http://www.sec.gov/Archives/edgar/data/1163165/000095012908004130/h58804exv3w1.htm)]

[removed: [File No. 001-32395).](http://www.sec.gov/Archives/edgar/data/1163165/000095012908004130/h58804exv3w1.htm)][added: [Program.](http://www.sec.gov/Archives/edgar/data/1163165/000095012908004130/h58804exv10.htm)]

[Certificate of Designations of Series A Junior Participating Preferred Stock [removed: of ConocoPhillips](http://www.sec.gov/Archives/edgar/data/1163165/000089882202001082/ex3-2.txt)][added: of](http://www.sec.gov/Archives/edgar/data/1163165/000089882202001082/ex3-2.txt)]

[removed: [(incorporated by reference to Exhibit 3.2 to the Current Report of ConocoPhillips on Form 8-K filed](http://www.sec.gov/Archives/edgar/data/1163165/000089882202001082/ex3-2.txt)][added: [ConocoPhillips.](http://www.sec.gov/Archives/edgar/data/1163165/000089882202001082/ex3-2.txt)]

[Amended and Restated By-Laws of ConocoPhillips, as amended and [removed: restated as of October 9, 2015](http://www.sec.gov/Archives/edgar/data/1163165/000110465915070400/a15-21074_1ex3d1.htm)][added: restated](http://www.sec.gov/Archives/edgar/data/1163165/000110465915070400/a15-21074_1ex3d1.htm)]

[removed: [(incorporated by reference to Exhibit 3.1 to the Current Report] [added: [as] of [removed: ConocoPhillips on Form 8-K filed](http://www.sec.gov/Archives/edgar/data/1163165/000110465915070400/a15-21074_1ex3d1.htm)][added: October 9, 2015.](http://www.sec.gov/Archives/edgar/data/1163165/000110465915070400/a15-21074_1ex3d1.htm)]

ConocoPhillips and its subsidiaries are parties [added: to]

[removed: to] several debt instruments [removed: under which the total]

[removed: amount of securities authorized] does not exceed

[removed: its subsidiaries on a] consolidated basis.

[removed: Pursuant to paragraph] 4(iii)(A) of Item 601(b) [added: of]

[removed: Regulation S-K,] ConocoPhillips agrees to furnish

[removed: a copy of such instruments to] the SEC upon [added: request.]

to Financial Statements,

[74](#a23711)

are omitted because they are

[181](#a71124)

Incorporated by Reference

No.

Exhibit

Form

File No.

2.1

8-K

001-32395

2.1

10-Q

001-32395

2.2

8-K

001-32395

2.1

8-K

001-32395

3.1

10-Q

001-32395

3.2

8-K

000-49987

3.1

8-K

001-32395

3.4*

[Restated Certificate of Incorporation of ConocoPhillips Company, dated](https://www.sec.gov/Archives/edgar/data/1163165/000156276222000031/d123121dex34.htm)

[February 6, 2019.](https://www.sec.gov/Archives/edgar/data/1163165/000156276222000031/d123121dex34.htm)

under which the total amount of securities authorized

and its subsidiaries on a

Pursuant to paragraph

Regulation S-K, ConocoPhillips

agrees to furnish a copy of such instruments

to

4.1

[80](#a26788)

not

[182](#a72486)

Number

[2012 (incorporated by reference to Exhibit 2.1 to the Current Report of ConocoPhillips on Form 8-](http://www.sec.gov/Archives/edgar/data/1163165/000119312512200896/d341683dex21.htm)

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

[2017; File No. 001-32395).](http://www.sec.gov/Archives/edgar/data/1163165/000110465917033735/a17-13412_1ex2d2.htm)

[Current Report of ConocoPhillips on Form 8-K filed on October 19, 2020; File No. 001-32395).](http://www.sec.gov/Archives/edgar/data/1163165/000110465920115818/tm2033409d1_ex2-1.htm)

[Quarterly Report of ConocoPhillips on Form 10-Q for the quarterly period ended June 30, 2008;](http://www.sec.gov/Archives/edgar/data/1163165/000095012908004130/h58804exv3w1.htm)

[on August 30, 2002; File No. 000-49987).](http://www.sec.gov/Archives/edgar/data/1163165/000089882202001082/ex3-2.txt)

[on October 13, 2015; File No. 001-32395).](http://www.sec.gov/Archives/edgar/data/1163165/000110465915070400/a15-21074_1ex3d1.htm)

and

of

request.

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

[Annual Report of ConocoPhillips on Form 10-K for the year ended December 31, 2002;](http://www.sec.gov/Archives/edgar/data/1163165/000095012903001563/h03367exv10w11.txt)

[File No. 000-49987).](http://www.sec.gov/Archives/edgar/data/1163165/000095012903001563/h03367exv10w11.txt)

[Annual Report of ConocoPhillips on Form 10-K for the year ended December 31, 2002;](http://www.sec.gov/Archives/edgar/data/1163165/000095012903001563/h03367exv10w12.txt)

[File No. 000-49987).](http://www.sec.gov/Archives/edgar/data/1163165/000095012903001563/h03367exv10w12.txt)

[Exhibit 10.13 to the Annual Report of ConocoPhillips on Form 10-K for the year ended](http://www.sec.gov/Archives/edgar/data/1163165/000095012903001563/h03367exv10w13.txt)

[Incentive Compensation Plan of Phillips Petroleum Company (incorporated by reference to Exhibit](http://www.sec.gov/Archives/edgar/data/78214/000007821400000005/0000078214-00-000005.txt)

[10(g) to the Annual Report of ConocoPhillips Company on Form 10-K for the year ended](http://www.sec.gov/Archives/edgar/data/78214/000007821400000005/0000078214-00-000005.txt)

[December 31, 1999; File No. 001-00720).](http://www.sec.gov/Archives/edgar/data/78214/000007821400000005/0000078214-00-000005.txt)

[(incorporated by reference to Exhibit 10.14 to the Quarterly Report of](http://www.sec.gov/Archives/edgar/data/1163165/000119312512325680/d358543dex1014.htm)

[ConocoPhillips on Form 10-Q for the quarter ended June 30, 2012; File No. 001-32395).](http://www.sec.gov/Archives/edgar/data/1163165/000119312512325680/d358543dex1014.htm)

[10.19 to the Annual Report of ConocoPhillips on Form 10-K for the year ended December 31, 2002;](http://www.sec.gov/Archives/edgar/data/1163165/000095012903001563/h03367exv10w19.txt)

[File No. 000-49987).](http://www.sec.gov/Archives/edgar/data/1163165/000095012903001563/h03367exv10w19.txt)

10.8

[reference to Exhibit 10.10 to the Annual Report of ConocoPhillips on Form 10-K for the year ended](http://www.sec.gov/Archives/edgar/data/1163165/000110465906012015/a06-2522_1ex10d10.htm)

[December 31, 2005; File No. 001-32395).](http://www.sec.gov/Archives/edgar/data/1163165/000110465906012015/a06-2522_1ex10d10.htm)

[Exhibit 10.22 to the Annual Report of ConocoPhillips on Form 10-K for the year ended](http://www.sec.gov/Archives/edgar/data/1163165/000095012903001563/h03367exv10w22.txt)

[December 31, 2002; File No. 000-49987).](http://www.sec.gov/Archives/edgar/data/1163165/000095012903001563/h03367exv10w22.txt)

[January 1, 2020 (incorporate by reference to Exhibit 10.10.1 to the Annual Report of](https://www.sec.gov/Archives/edgar/data/1163165/000156276221000027/d875559dex10101.htm)

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

[(incorporated by reference to Exhibit 10.1 to the Quarterly Report of ConocoPhillips on Form 10-Q](http://www.sec.gov/Archives/edgar/data/1163165/000119312518232659/d586006dex101.htm)

[for the quarter ended June 30, 2018; File No. 001-32395).](http://www.sec.gov/Archives/edgar/data/1163165/000119312518232659/d586006dex101.htm)

[January 1, 2020 (incorporated by reference to Exhibit 10.11.1 to the Annual Report of](https://www.sec.gov/Archives/edgar/data/1163165/000156276221000027/d875559dex10111.htm)

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

[January 1, 2020 (incorporated by reference to Exhibit 10.11.2 to the Annual Report of](https://www.sec.gov/Archives/edgar/data/1163165/000156276221000027/d875559dex10112.htm)

[ConocoPhillips on Form 10-K for the year ended December 31, 2019; File No. 001-32395).](https://www.sec.gov/Archives/edgar/data/1163165/000156276221000027/d875559dex10112.htm)