filings.toolsItem 15. Exhibits, Financial Statement Schedules
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Item 15. Exhibits, Financial Statement Schedules
Exhibits, Financial Statement Schedules
(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 Schedules
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 185, are filed as part of
this annual report.
ConocoPhillips
2021 10-K
ConocoPhillips
Index to Exhibits
Incorporated by Reference
Exhibit
No.
Description
Exhibit
Form
File No.
2.1
Separation and Distribution Agreement Between ConocoPhillips and Phillips
2.1
8-K
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.
2.1
10-Q
001-32395
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.
2.2
8-K
001-32395
2.4
Agreement and Plan of Merger, dated as of October 18, 2020, among
ConocoPhillips, Falcon Merger Sub Corp. and Concho Resources Inc.
2.1
8-K
001-32395
3.1
Amended and Restated Certificate of Incorporation.
3.1
10-Q
001-32395
3.2
Certificate of Designations of Series A Junior Participating Preferred Stock of
3.2
8-K
000-49987
3.3
Amended and Restated By-Laws of ConocoPhillips, as amended and restated
3.1
8-K
001-32395
3.4*
Restated Certificate of Incorporation of ConocoPhillips Company, dated
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.
4.1
10-K
001-32395
10.1
1986 Stock Plan of Phillips Petroleum Company.
10.11
10-K
004-49987
10.2
1990 Stock Plan of Phillips Petroleum Company.
10.12
10-K
004-49987
10.5
Amendment and Restatement of ConocoPhillips Supplemental Executive
Retirement Plan, dated April 19, 2012.
10.14
10-Q
001-32395
10.7
Omnibus Securities Plan of Phillips Petroleum Company.
10.19
10-K
004-49987
10.10.1
Amended and Restated ConocoPhillips Key Employee Supplemental
Retirement Plan, dated January 1, 2020.
10.10.1
10-K
001-32395
10.10.2
Eighth Amendment to Retirement Plans as amended and restated effective
10.1
10-Q
001-32395
ConocoPhillips
2021 10-K
10.11.1
Amended and Restated Defined Contribution Make-Up Plan of
ConocoPhillips—Title I, dated January 1, 2020.
10.11.1
10-K
001-32395
10.11.2
Amended and Restated Defined Contribution Make-Up Plan of
ConocoPhillips—Title II, dated January 1, 2020.
10.11.2
10-K
001-32395
10.12
2002 Omnibus Securities Plan of Phillips Petroleum Company.
10.26
10-K
000-49987
10.15
Deferred Compensation Plan for Non-Employee Directors of ConocoPhillips.
10.17
10-K
001-32395
10.16.1
Rabbi Trust Agreement dated December 17, 1999.
10.11
10-K
001-14521
10.16.2
Amendment to Rabbi Trust Agreement dated February 25, 2002.
10.39.1
10-K
000-49987
10.16.3
Phillips Petroleum Company Grantor Trust Agreement, dated June 1, 1998.
10.17.3
10-K
001-32395
10.16.4
First Amendment to the Trust Agreement under the Phillips Petroleum
Company Grantor Trust Agreement, dated May 3, 1999.
10.17.4
10-K
001-32395
10.16.5
Second Amendment to the Trust Agreement under the Phillips Petroleum
Company Grantor Trust Agreement, dated January 15, 2002.
10.17.5
10-K
001-32395
10.16.6
Third Amendment to the Trust Agreement under the Phillips Petroleum
Company Grantor Trust Agreement, dated October 5, 2006.
10.17.6
10-K
001-32395
10.16.7
Fourth Amendment to the Trust Agreement under the
ConocoPhillips Company Grantor Trust Agreement, dated May 1, 2012.
10.17.7
10-K
001-32395
10.16.8
Fifth Amendment to the Trust Agreement under the ConocoPhillips Company
Grantor Trust Agreement, dated May 20, 2015.
10.17.8
10-K
001-32395
10.17.1
ConocoPhillips Directors’ Charitable Gift Program.
10.40
10-K
000-49987
10.17.2
First and Second Amendments to the ConocoPhillips Directors’ Charitable Gift
10-Q
001-32395
10.19.1
Amended and Restated Key Employee Deferred Compensation Plan of
ConocoPhillips—Title I, dated January 1, 2020.
10.19.1
10-K
001-32395
10.19.2
Amended and Restated Key Employee Deferred Compensation Plan of
ConocoPhillips—Title II, dated January 1, 2020.
10.19.2
10-K
001-32395
10.20
Amendment and Restatement of ConocoPhillips Key Employee Change in
Control Severance Plan, effective January 1, 2014.
10.21
10-K
001-32395
10.20.1*
Amendment and Restatement of ConocoPhillips Key Employee Change in
Control Severance Plan, effective December 2, 2021.
10.22.1
2004 Omnibus Stock and Performance Incentive Plan of ConocoPhillips.
Schedule
14A
Proxy
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.
10.26
10-K
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
10.27
10-K
001-32395
10.23
Omnibus Amendments to certain ConocoPhillips employee benefit plans,
10.30
10-K
001-32395
ConocoPhillips
2021 10-K
10.24
2009 Omnibus Stock and Performance Incentive Plan of ConocoPhillips.
Schedule
14A
Proxy
001-32395
10.25.1
2011 Omnibus Stock and Performance Incentive Plan of ConocoPhillips.
Schedule
14A
Proxy
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.
10-Q
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.
10.26.6
10-K
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.
10.26.9
10-K
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.
10.2
10-Q
001-32395
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.
10.1
10-Q
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.
10.26.12
10-K
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,
10.3
10-Q
001-32395
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,
10.5
10-Q
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.
10.11
10-Q
001-32395
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.
10.26.24
10-K
001-32395
10.26.1
2014 Omnibus Stock and Performance Incentive Plan of ConocoPhillips.
10.1
8-K
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.
10.3
10-Q
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.
10.1
10-Q
001-32395
ConocoPhillips
2021 10-K
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
10.27.12
10-K
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,
10.27.14
10-K
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.
10.27.15
10-K
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
10.27.16
10-K
001-32395
10.27
Amended and Restated 409A Annex to Nonqualified Deferred Compensation
Arrangements of ConocoPhillips, dated January 1, 2020.
10.27
10-K
001-32395
10.29
Amendment and Restatement of the Burlington Resources Inc. Management
Supplemental Benefits Plan, dated April 19, 2012.
10.9
10-Q
001-32395
10.30.1
Successor Trustee Agreement of the Deferred Compensation Trust Agreement
for Non-Employee Directors of ConocoPhillips dated July 31, 2020.
10.1
10-Q
001-32395
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.
10.2
10-Q
001-32395
10.31
Indemnification and Release Agreement between ConocoPhillips and Phillips
10.1
8-K
001-32395
10.32
Intellectual Property Assignment and License Agreement between
ConocoPhillips and Phillips 66, dated April 26, 2012.
10.2
8-K
001-32395
10.33
Tax Sharing Agreement between ConocoPhillips and Phillips 66, dated April
10.3
8-K
001-32395
10.34
Employee Matters Agreement between ConocoPhillips and Phillips 66, dated
10.4
8-K
001-32395
10.36
ConocoPhillips Clawback Policy dated October 3, 2012.
10.3
10-Q
001-32395
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.
10.1
8-K
001-32395
10.38
Company Retirement Contribution Make-Up Plan of ConocoPhillips, dated
10.39
10-K
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,
10.1
10-Q
001-32395
10.41
ConocoPhillips Executive Restricted Stock Unit Program, dated February 11,
10.1
10-Q
001-32395
ConocoPhillips
2021 10-K
10.42
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.
10.1
10-Q
001-32395
10.43
Form of Inducement Grant Award Agreement under the 2014 Omnibus Stock
and Performance Incentive Plan of ConocoPhillips, dated January 15, 2021.
10.3
10-Q
001-32395
10.44
Compensation Resolutions regarding Matthew J. Fox, dated April 8, 2021.
10.1
10-Q
001-32395
10.45
Form of Aircraft Time Sharing Agreement by and between certain executives
and ConocoPhillips dated June 21, 2021.
10.2
10-Q
001-32395
10.46
Purchase and Sale Agreement, dated as of September 20, 2021, by and
between Shell Enterprises LLC and ConocoPhillips.
10.1
10-Q
001-32395
10.47*
Amendment and Restatement of ConocoPhillips Executive Severance Plan,
21*
List of Subsidiaries of ConocoPhillips.
22*
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 Act of 1934.
31.2*
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the
Securities Exchange Act of 1934.
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.
ConocoPhillips
2021 10-K
Signature
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 17, 2022
/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
17, 2022, 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/ Kontessa S. Haynes-Welsh
Chief Accounting Officer
Kontessa S. Haynes-Welsh
(Principal accounting officer)
ConocoPhillips
2021 10-K
/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