Item 8. Financial Statements and Supplementary Data

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Item 8. Financial Statements and Supplementary Data

Financial Statements and Supplementary Data

ConocoPhillips

Index to Financial Statements

Page

Reports of Management

Reports of Independent Registered Public Accounting Firm

(PCAOB ID #

)

Consolidated Income Statement for the years ended December 31, 2021, 2020 and 2019

Consolidated Statement of Comprehensive Income for the years ended

December 31, 2021, 2020 and 2019

Consolidated Balance Sheet at December 31, 2021 and 2020

Consolidated Statement of Cash Flows for the years ended December 31, 2021, 2020 and 2019

Consolidated Statement of Changes in Equity for the years ended

December 31, 2021, 2020 and 2019

Notes to Consolidated Financial Statements

Supplementary Information

Oil and Gas Operations

ConocoPhillips

2021 10-K

Reports of Management

Management prepared, and is responsible

for,

the consolidated financial statements

and the other information

appearing in this annual report.

The consolidated financial statements

present fairly the company’s

financial

position, results of operations and

cash flows in conformity with accounting

principles generally accepted in the

United States.

In preparing its consolidated financial

statements, the company

includes amounts that are based on

estimates and judgments management

believes are reasonable under the circumstances.

The company’s financial

statements have

been audited by Ernst & Young

LLP,

an independent registered public accounting

firm appointed

by the Audit and Finance Committee of the Board of Directors

and ratified by stockholders.

Management has

made available to Ernst & Young

LLP all of the company’s financial records

and related data, as well as the minutes

of stockholders’ and directors’

meetings.

Assessment of Internal Control Over

Financial Reporting

Management is also responsible for establishing

and maintaining adequate internal

control over financial

reporting.

ConocoPhillips’ internal control

system was designed to

provide reasonable assurance to

the company’s

management and directors regarding

the preparation and fair presentatio

n

of published financial statements.

All internal control systems,

no matter how well designed, have

inherent limitations.

Therefore, even those

systems determined to

be effective can provide

only reasonable assurance with respect

to financial statement

preparation and presentation.

Management assessed the effectiveness

of the company’s internal

control over financial reporting as

of

December 31, 2021.

In making this assessment, it used the criteria set forth

by the Committee of Sponsoring

Organizations of the Treadway

Commission in

Internal Control—Integrated

Framework (2013)

.

Based on our

assessment, we believe the company’s

internal control over financial reporting

was effective as of

December 31, 2021.

Management’s assessment

of, and conclusion on,

the effectiveness of internal control

over

financial reporting did not include the internal controls

of the assets acquired from Shell Enterprise LLC

in

December 2021.

The total assets acquired represented

approximately 10 percent

of the company’s consolidated

total assets at December 31, 2021.

Ernst & Young

LLP has issued an audit report on the company’s

internal control over financial reporting

as of

December 31, 2021, and their report is included herein.

/s/ Ryan M. Lance

/s/ William L. Bullock, Jr.

Ryan M. Lance

William L. Bullock, Jr.

Chairman and

Chief Executive Officer

Executive Vice President and

Chief Financial Officer

ConocoPhillips

2021 10-K

Report of Independent Registered

Public Accounting Firm

To the Stockholders

and the Board of Directors of ConocoPhillips

Opinion on the Financial Statements

We have audited the

accompanying consolidated

balance sheets of ConocoPhillips (the Company) as

of December

31, 2021 and 2020, the related consolidated

income statement, consolidated

statements of comprehensive

income, changes in equity and cash flows for

each of the three years in the period ended December 31, 2021, and

the related notes (collectively referred

to as the “consolidated

financial statements”). In our opinion,

the

consolidated financial statements

present fairly,

in all material respects, the financial position of the Company

as

of December 31, 2021 and 2020, and the results of its operations

and its cash flows for each of the three years

in

the period ended December 31, 2021, in conformity with

U.S. generally accepted accounting

principles.

We also have audited,

in accordance with the standards of the Public

Company Accounting Oversight

Board

(United States) (PCAOB), the Company’s

internal control over financial reporting

as of December 31, 2021, based

on criteria established in Internal

Control–Integrated

Framework issued by the Committee

of Sponsoring

Organizations of the Treadway

Commission (2013 framework) and our report

dated February 17, 2022, expressed

an unqualified opinion thereon.

Basis for Opinion

These financial statements are

the responsibility of the Company’s

management. Our responsibility is to express

an

opinion on the Company’s financial statements

based on our audits. We are a public

accounting firm registered

with the PCAOB and are required to

be independent with respect to the Company

in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange

Commission and the

PCAOB.

We conducted our audits

in accordance with the standards of the PCAOB.

Those standards require that

we plan

and perform the audit to obtain reasonable

assurance about whether the financial statements

are free of material

misstatement, whether due to

error or fraud. Our audits included performing

procedures to assess the risks

of

material misstatement

of the financial statements, whether

due to error or fraud, and performing

procedures that

respond to those risks. Such procedures

included examining, on a test basis, evidence

regarding the amounts and

disclosures in the financial statements.

Our audits also included evaluating the accounting

principles used and

significant estimates made by management,

as well as evaluating the overall

presentation of the financial

statements. We

believe that our audits provide

a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated

below are matters

arising from the current period audit of the

consolidated financial statements

that were communicated

or required to be communicated

to the Audit and

Finance Committee and that: (1) relate

to accounts or disclosures that

are material to the consolidated financial

statements and (2) involved

our especially challenging, subjective or complex judgments.

The communication of

critical audit matters does not

alter in any way our opinion on the consolidated

financial statements, taken

as a

whole, and we are not, by communicating the

critical audit matters below,

providing separate opinions

on the

critical audit matters or on the accounts

or disclosures to which they relate.

ConocoPhillips

2021 10-K

Accounting for asset retirement

obligations for certain offshore properties

Description of

the Matter

At December 31, 2021, the asset retirement

obligation (ARO) balance totaled

$5.9 billion. As

further described in Note 8, the Company records

AROs in the period in which they are

incurred, typically when the asset is installed

at the production location. The estimation

of

obligations related to

certain offshore assets requires

significant judgment given the

magnitude and higher estimation uncertainty

related to plugging and abandonment of wells

and removal and disposal of offshore

oil and gas platforms, facilities

and pipelines costs

(collectively,

removal costs). Furthermore, given

certain of these assets are nearing the end

of their operations, the impact of changes in these AROs

may result in a material impact to

earnings given the relatively short remainin

g

useful lives of the assets.

Auditing the Company’s AROs for

the obligations identified above is

complex and highly

judgmental due to the significant

estimation required by management

in determining the

obligations. In particular,

the estimates were sensitive to

significant subjective assumptions

such as removal cost estimates

and end of field life, which are affected

by expectations

about future market or economic conditions.

How We

Addressed the

Matter in Our

Audit

We obtained an understanding,

evaluated the design and tested

the operating effectiveness

of the Company’s internal

controls over its ARO estimation

process, including management’s

review of the significant assumptions that

have a material effect on the

determination of the

obligations. We also

tested management’s controls

over the completeness and accuracy of

the financial data used in the valuation.

To test

the AROs for the obligations

identified above, our audit procedures included,

among

others, assessing the significant assumptions

and inputs used in the valuation, including

removal cost estimates

and end of field life assumptions. For example,

we evaluated

removal cost estimates

by comparing to settlements and

recent removal activities and costs.

We also compared end of field life

assumptions to production forecasts.

Depreciation, depletion and amortization of proved oil and

gas properties, plants and

equipment

Description of

the Matter

At December 31, 2021, the net book value

of the Company’s proved

oil and gas properties,

plants and equipment (PP&E) was $52 billion, and

depreciation, depletion and amortization

(DD&A) expense was $7.0 billion for the year

then ended. As described in Note 1, under the

successful efforts method of accounting,

DD&A of PP&E on producing hydrocarbon

properties and steam-assisted

gravity drainage facilities

and certain pipeline and liquified

natural gas assets (those which are

expected to have a declining utilization

pattern) are

determined by the unit-of-production

method. The unit-of-production

method uses proved

oil and gas reserves, as estimated

by the Company’s internal

reservoir engineers.

Proved oil and gas reserve

estimates are based on geological and

engineering assessments

of in-place hydrocarbon volumes,

the production plan, historical extraction

recovery and

processing yield factors,

installed plant operating capacity

and approved operating limits.

Significant judgment is required by

the Company’s internal

reservoir engineers in evaluating

geological and engineering data when estimating

proved oil and gas reserves.

Estimating

proved oil and gas reserves also

requires the selection of inputs, including oil and gas

price

assumptions, future operating and

capital costs assumptions and tax

rates by jurisdiction,

among others. Because of the complexity involved

in estimating proved oil and gas

reserves,

management also used an independent petroleum

engineering consulting firm to perform a

review of the processes and controls

used by the Company’s internal

reservoir engineers to

determine estimates of proved

oil and gas reserves.

ConocoPhillips

2021 10-K

Auditing the Company’s DD&A calculation

is complex because of the use of the work of the

internal reservoir engineers and the

independent petroleum engineering consulting firm

and

the evaluation of management’s

determination of the inputs described above used by

the

internal reservoir engineers in estimating

proved oil and gas reserves.

How We

Addressed the

Matter in Our

Audit

We obtained an understanding,

evaluated the design and tested

the operating effectiveness

of the Company’s internal

controls over its processes

to calculate DD&A, including

management’s controls

over the completeness and accuracy

of the financial data provided

to the internal reservoir engineers for

use in estimating proved oil and

gas reserves.

Our audit procedures included, among others,

evaluating the professional

qualifications and

objectivity of the Company’s internal

reservoir engineers primarily responsible

for

overseeing the preparation

of the proved oil and gas reserve

estimates and the independent

petroleum engineering consulting firm used to

review the Company’s

processes and

controls. In addition, in assessing whether we can

use the work of the internal reservoir

engineers, we evaluated the completeness

and accuracy of the financial data and inputs

described above used by the internal reservoir

engineers in estimating proved

oil and gas

reserves by agreeing them to source

documentation and we identified and

evaluated

corroborative and contrary

evidence. We also tested the accuracy

of the DD&A calculation,

including comparing the proved oil and gas

reserve amounts used in the calculation to

the

Company’s reserve report.

Valuation and recognition of

proved and unproved oil & gas properties acquired in

business combinations

Description of

the Matter

During 2021, the Company closed its acquisition of Concho Resources

Inc. and its acquisition

of Permian assets from Shell Enterprises

LLC resulting in the recognition of proved

and

unproved oil and gas properties

within net properties, plants and equipment of $18.9 billion

and $8.6 billion, respectively.

As described in Note 3, the transactions were

accounted for as

business combinations under FASB

ASC 805 using the acquisition method, which requires

assets acquired and liabilities assumed to be measured

at their acquisition date fair values.

Oil and gas properties were valued

using a discounted cash flow approach

based on market

participant assumptions and third party valuation

experts were engaged by the Company

to

prepare fair value estimates.

Significant inputs to the valuation

of proved and unproved oil

and gas properties include estimates

of future commodity price assumptions and

production

profiles of reserve estimates, the

pace of drilling plans, future operating costs

and discount

rates using a market

-based weighted average cost

of capital.

Auditing the Company's accounting for

its valuation of proved and unproved

oil and gas

properties is complex and considerably

judgmental due to the significant estimation

required by management of reserves

and resources associated with the acquired

assets and

the sensitivity of significant assumptions used in determining

the fair value.

In evaluating

the reasonableness of management’s

estimates and assumptions used, the audit

testing

procedures performed required

a high degree of auditor judgment and additional effort,

including involving internal specialists.

How We

Addressed the

Matter in Our

Audit

We obtained an understanding,

evaluated the design and tested

the operating effectiveness

of the Company’s internal

controls over its process

to estimate the fair value of the acquired

proved and unproved

oil and gas properties, including management’s

review of the

significant assumptions used as inputs to

the fair value calculations and final recording

of

the analysis.

ConocoPhillips

2021 10-K

To test

the estimated fair value of the acquired

proved and unproved

oil and gas properties,

our audit procedures included, among others,

evaluating the significant assumptions

used

and testing the completeness and accuracy

of the underlying data supporting the significant

assumptions. For example, we compared

certain significant assumptions

to current industry,

third-party data and historical

results for reasonableness. We

also performed sensitivity

analyses of significant assumptions, to

evaluate the extent of their impact to the

fair value

calculation. In addition, we involved

our valuation specialists to assist

with certain significant

assumptions included in the fair value estimate.

Furthermore, we evaluated

the professional

qualifications and objectivity of the third party

valuation specialist engaged by the Company

to prepare the fair value of the acquired

proved and unproved oil and

gas properties.

/s/ Ernst & Young

LLP

We have served as ConocoPhillips’

auditor since 1949.

Houston, Texas

February 17, 2022

ConocoPhillips

2021 10-K

Report of Independent Registered

Public Accounting Firm

To the Stockholders

and the Board of Directors of ConocoPhillips

Opinion on Internal Control over Financial Reporting

We have audited ConocoPhillips’

internal control over financial reporting

as of December 31, 2021, based on

criteria established in Internal Control

–Integrated Framework

issued by the Committee of Sponsoring

Organizations of the Treadway

Commission (2013 framework) (the COSO criteria).

In our opinion, ConocoPhillips

(the Company) maintained, in all material

respects, effective internal

control over financial reporting

as of

December 31, 2021, based on the COSO criteria. As indicated

under the heading “Assessment

of Internal Control

Over Financial Reporting” in the accompanying Reports of Management,

management’s assessment

of and

conclusion on the effectiveness

of internal control over financial reporting

did not include the internal controls

of

the assets acquired from Shell Enterprise

LLC, which is included in the 2021 consolidated financial

statements of

ConocoPhillips and constituted approximately

10 percent of consolidated total

assets as of December 31, 2021.

Our audit of internal control over

financial reporting of ConocoPhillips also did not

include an evaluation of the

internal control over financial

reporting of the assets acquired from Shell Enterprise

LLC.

We also have audited,

in accordance with the standards of the Public

Company Accounting Oversight

Board

(United States) (PCAOB), the consolidated

balance sheets of the Company as of December 31, 2021 and 2020, the

related consolidated income statement,

consolidated statements

of comprehensive income, changes in equity

and

cash flows for each of the three years

in the period ended December 31, 2021, and the related notes

and our

report dated February 17, 2022, expressed

an unqualified opinion thereon.

Basis for Opinion

The Company’s management

is responsible for maintaining effective

internal control over

financial reporting and

for its assessment of the effectiveness

of internal control over financial reporting

included under the heading

“Assessment

of Internal Control Over Financial Reporting” in the

accompanying “Reports of Management.”

Our

responsibility is to express an opinion

on the Company’s internal control

over financial reporting based on our

audit. We are a public accounting

firm registered with the PCAOB and are

required to be independent with respect

to the Company in accordance with the U.S.

federal securities laws and

the applicable rules and regulations of the

Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance

with the standards of the PCAOB. Those

standards require that

we plan and

perform the audit to obtain reasonable

assurance about whether effective

internal control over financial

reporting

was maintained in all material respects.

Our audit included obtaining an understanding

of internal control over financial

reporting, assessing the risk that a

material weakness exists, testing

and evaluating the design and operating

effectiveness of internal control

based

on the assessed risk, and performing such other procedures

as we considered necessary in the circumstances.

We

believe that our audit provides a reasonable

basis for our opinion.

ConocoPhillips

2021 10-K

Definition and Limitations of Internal

Control Over Financial Reporting

A company’s internal

control over financial reporting is a process

designed to provide reasonable assurance

regarding the reliability of financial reporting

and the preparation of financial statements

for external purposes in

accordance with generally accepted

accounting principles. A company’s

internal control over financial reporting

includes those policies and procedures that

(1) pertain to the maintenance of records

that, in reasonable detail,

accurately and fairly reflect

the transactions and dispositions of the assets

of the company; (2) provide reasonable

assurance that transactions

are recorded as necessary to permit preparation

of financial statements in accordance

with generally accepted accounting

principles, and that receipts and expenditures

of the company are being made

only in accordance with authorizations

of management and directors of the company;

and (3) provide reasonable

assurance regarding prevention

or timely detection of unauthorized acquisition, use,

or disposition of the

company’s assets that

could have a material effect

on the financial statements.

Because of its inherent limitations,

internal control over financial reporting

may not prevent or detect

misstatements. Also,

projections of any evaluation

of effectiveness to future periods

are subject to the risk that

controls may become inadequate

because of changes in conditions, or that the

degree of compliance with the

policies or procedures may deteriorate.

/s/

Ernst & Young LLP

Houston, Texas

February 17, 2022

Financial Statements

ConocoPhillips

2021 10-K

Consolidated Income Statement

ConocoPhillips

Years Ended

December 31

Millions of Dollars

2021

2020

2019

Revenues and Other Income

Sales and other operating revenues

$

45,828

18,784

32,567

Equity in earnings of affiliates

Gain on dispositions

1,966

Other income (loss)

1,203

(509)

1,358

Total

Revenues and Other Income

48,349

19,256

36,670

Costs and Expenses

Purchased commodities

18,158

8,078

11,842

Production and operating expenses

5,694

4,344

5,322

Selling, general and administrative

expenses

Exploration expenses

1,457

Depreciation, depletion and amortization

7,208

5,521

6,090

Impairments

Taxes

other than income taxes

1,634

Accretion on discounted liabilities

Interest and debt expense

Foreign currency transaction

(gains) losses

(22)

(72)

Other expenses

Total

Costs and Expenses

35,637

22,396

27,146

Income (loss) before income taxes

12,712

(3,140)

9,524

Income tax provision (benefit)

4,633

(485)

2,267

Net income (loss)

8,079

(2,655)

7,257

Less: net income attributable to noncontrolling

interests

-

(46)

(68)

Net Income (Loss) Attributable

to ConocoPhillips

$

8,079

(2,701)

7,189

Net Income (Loss) Attributable

to ConocoPhillips Per Share

of Common Stock

(dollars)

Basic

$

6.09

(2.51)

6.43

Diluted

6.07

(2.51)

6.40

Average Common Shares

Outstanding

(in thousands)

Basic

1,324,194

1,078,030

1,117,260

Diluted

1,328,151

1,078,030

1,123,536

See Notes to Consolidated Financial Statements.

Financial Statements

ConocoPhillips

2021 10-K

Consolidated Statement

of Comprehensive Income

ConocoPhillips

Years Ended

December 31

Millions of Dollars

2021

2020

2019

Net Income (Loss)

$

8,079

(2,655)

7,257

Other comprehensive income (loss)

Defined benefit plans

Prior service credit arising during the period

-

-

Reclassification adjustment for

amortization of prior

service credit included in net income (loss)

(38)

(32)

(35)

Net change

(38)

(3)

(35)

Net actuarial gain (loss) arising during the period

(210)

(55)

Reclassification adjustment for

amortization of net

actuarial losses included in net income (loss)

Net change

(93)

Nonsponsored plans*

(3)

Income taxes on defined benefit

plans

(108)

(2)

Defined benefit plans, net of tax

(75)

Unrealized holding gain (loss) on

securities

(2)

-

Reclassification adjustment for

loss included in net income

(1)

-

-

Income taxes on unrealized

holding loss on securities

-

-

Unrealized holding gain (loss) on securities,

net of tax

(2)

-

Foreign currency translation

adjustments

(124)

Income taxes on foreign

currency translation adjustments

-

(4)

Foreign currency translation

adjustments, net of tax

(124)

Other Comprehensive Income, Net of Tax

Comprehensive Income (Loss)

8,347

(2,516)

8,003

Less: comprehensive income attributable

to noncontrolling interests

-

(46)

(68)

Comprehensive Income (Loss) Attributable

to ConocoPhillips

$

8,347

(2,562)

7,935

*Plans for which ConocoPhillips is not the primary obligor—primarily those administered by equity

affiliates.

See Notes to Consolidated Financial Statements.

Financial Statements

ConocoPhillips

2021 10-K

Consolidated Balance Sheet

ConocoPhillips

At December 31

Millions of Dollars

2021

2020

Assets

Cash and cash equivalents

$

5,028

2,991

Short-term investments

3,609

Accounts and notes receivable (net of allowance

of $

and $

, respectively)

6,543

2,634

Accounts and notes receivable—related

parties

Investment in Cenovus Energy

1,117

1,256

Inventories

1,208

1,002

Prepaid expenses and other current

assets

1,581

Total

Current Assets

16,050

12,066

Investments and long-term receivables

7,113

8,017

Loans and advances—related parties

-

Net properties, plants and equipment

(net of accumulated DD&A of $

64,735

and $

62,213

, respectively)

64,911

39,893

Other assets

2,587

2,528

Total

Assets

$

90,661

62,618

Liabilities

Accounts payable

$

5,002

2,669

Accounts payable—related

parties

Short-term debt

1,200

Accrued income and other taxes

2,862

Employee benefit obligations

Other accruals

2,179

1,121

Total

Current Liabilities

12,021

5,366

Long-term debt

18,734

14,750

Asset retirement obligations

and accrued environmental costs

5,754

5,430

Deferred income taxes

6,179

3,747

Employee benefit obligations

1,153

1,697

Other liabilities and deferred credits

1,414

1,779

Total

Liabilities

45,255

32,769

Equity

Common stock (

2,500,000,000

shares authorized at $

0.01

par value)

Issued (2021—

2,091,562,747

shares; 2020—

1,798,844,267

shares)

Par value

Capital in excess of par

60,581

47,133

Treasury stock

(at cost: 2021—

789,319,875

shares; 2020—

730,802,089

shares)

(50,920)

(47,297)

Accumulated other comprehensive

loss

(4,950)

(5,218)

Retained earnings

40,674

35,213

Total

Equity

45,406

29,849

Total

Liabilities and Equity

$

90,661

62,618

See Notes to Consolidated Financial Statements.

Financial Statements

ConocoPhillips

2021 10-K

Consolidated Statement

of Cash Flows

ConocoPhillips

Years Ended

December 31

Millions of Dollars

2021

2020

2019

Cash Flows From Operating Activities

Net income (loss)

$

8,079

(2,655)

7,257

Adjustments to reconcile net income

(loss) to net cash provided by

operating activities

Depreciation, depletion and amortization

7,208

5,521

6,090

Impairments

Dry hole costs and leasehold impairments

1,083

Accretion on discounted liabilities

Deferred taxes

1,346

(834)

(444)

Undistributed equity earnings

Gain on dispositions

(486)

(549)

(1,966)

(Gain) loss on CVE common shares

(1,040)

(649)

Other

(788)

(351)

Working capital adjustments

Decrease (increase) in accounts and notes

receivable

(2,500)

Increase in inventories

(160)

(25)

(67)

Decrease (increase) in prepaid expenses

and other current

assets

(649)

Increase (decrease) in accounts payable

1,399

(249)

(378)

Increase (decrease) in taxes

and other accruals

3,181

(695)

(676)

Net Cash Provided by Operating

Activities

16,996

4,802

11,104

Cash Flows From Investing Activities

Capital expenditures and investments

(5,324)

(4,715)

(6,636)

Working capital changes

associated with investing activities

(155)

(103)

Acquisition of businesses, net of cash acquired

(8,290)

-

-

Proceeds from asset dispositions

1,653

1,317

3,012

Net sales (purchases) of investments

3,091

(658)

(2,910)

Collection of advances/loans—related parties

Other

(26)

(108)

Net Cash Used in Investing Activities

(8,544)

(4,121)

(6,618)

Cash Flows From Financing Activities

Issuance of debt

-

-

Repayment of debt

(505)

(254)

(80)

Issuance of company common stock

(5)

(30)

Repurchase of company common

stock

(3,623)

(892)

(3,500)

Dividends paid

(2,359)

(1,831)

(1,500)

Other

(26)

(119)

Net Cash Used in Financing Activities

(6,335)

(2,708)

(5,229)

Effect of Exchange

Rate Changes on Cash, Cash Equivalents

and

Restricted Cash

(34)

(20)

(46)

Net Change in Cash, Cash Equivalents and

Restricted Cash

2,083

(2,047)

(789)

Cash, cash equivalents and restricted

cash at beginning of period

3,315

5,362

6,151

Cash, Cash Equivalents and Restricted

Cash at End of Period

$

5,398

3,315

5,362

Restricted cash of $

million and $

million is included in the “Prepaid expenses and other current assets” and “Other assets”

lines,

respectively, of our Consolidated Balance Sheet as of December 31, 2021.

Restricted cash of $

million and $

million is included in the “Prepaid expenses and other current assets” and “Other assets” lines,

respectively, of our Consolidated Balance Sheet as of December 31, 2020.

See Notes to Consolidated Financial Statements.

Financial Statements

ConocoPhillips

2021 10-K

Consolidated Statement

of Changes in Equity

ConocoPhillips

Millions of Dollars

Attributable to ConocoPhillips

Common Stock

Par

Value

Capital in

Excess of

Par

Treasury

Stock

Accum. Other

Comprehensive

Income (Loss)

Retained

Earnings

Non-

Controlling

Interests

Total

Balances at December 31, 2018

$

46,879

(42,905)

(6,063)

34,010

32,064

Net income

7,189

7,257

Other comprehensive loss

Dividends declared—ordinary ($

1.34

per share of common stock)

(1,500)

(1,500)

Repurchase of company common stock

(3,500)

(3,500)

Distributions to noncontrolling interests and other

(128)

(128)

Distributed under benefit plans

Changes in Accounting Principles*

(40)

-

Other

Balances at December 31, 2019

$

46,983

(46,405)

(5,357)

39,742

35,050

Net income (loss)

(2,701)

(2,655)

Other comprehensive income

Dividends declared—ordinary ($

1.69

per share of common stock)

(1,831)

(1,831)

Repurchase of company common stock

(892)

(892)

Distributions to noncontrolling interests and other

(32)

(32)

Disposition

(84)

(84)

Distributed under benefit plans

Other

Balances at December 31, 2020

$

47,133

(47,297)

(5,218)

35,213

-

29,849

Net income

8,079

-

8,079

Other comprehensive income

Dividends declared

Ordinary ($

1.75

per share of common stock)

(2,359)

(2,359)

Variable return of cash ($

0.20

per share of common stock)

(260)

(260)

Acquisition of Concho

13,122

13,125

Repurchase of company common stock

(3,623)

(3,623)

Distributed under benefit plans

Other

-

Balances at December 31, 2021

$

60,581

(50,920)

(4,950)

40,674

-

45,406

*Cumulative effect of the adoption of ASU No. 2018-02, "Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income."

See Notes to Consolidated Financial Statements.

Notes to Consolidated Financial Statements

ConocoPhillips

2021 10-K

Notes to Consolidated

Financial Statements

Note 1—Accounting Policies

●

Consolidation Principles and Investments

—Our consolidated financial statements

include the accounts of

majority-owned, controlled subsidiaries

and, if applicable, variable interest

entities where we are the

primary beneficiary.

The equity method is used to account for

investments in affiliates

in which we have

the ability to exert significant

influence over the affiliates’ operating

and financial policies.

When we do

not have the ability to exert

significant influence, the investment

is measured at fair value except

when

the investment does not have

a readily determinable fair value.

For those exceptions, it will be measured

at cost minus impairment, plus or minus

observable price changes in orderly transactions for

an identical

or similar investment of the same issuer.

Undivided interests in oil and gas

joint ventures, pipelines,

natural gas plants and terminals

are consolidated on a proportionate

basis.

Other securities and

investments are generally

carried at cost.

We manage our operations

through

six

operating segments,

defined by geographic region:

Alaska; Lower 48; Canada; Europe, Middle

East and North Africa; Asia

Pacific; and Other International.

See Note 23

.

●

Foreign Currency Translation

—Adjustments resulting from the

process of translating foreign

functional

currency financial statements

into U.S. dollars are included

in accumulated other comprehensive

loss in

common stockholders’ equity.

Foreign currency transaction

gains and losses are included in current

earnings.

Some of our foreign operations

use their local currency as the functional currency.

●

Use of Estimates

—The preparation of financial statements

in conformity with U.S. GAAP requires

management to make estimates

and assumptions that affect the

reported amounts of assets, liabilities,

revenues and expenses and the disclosures

of contingent assets and liabilities.

Actual results could differ

from these estimates.

●

Revenue Recognition

—Revenues associated with

the sales of crude oil, bitumen, natural gas,

LNG, NGLs

and other items are recognized

at the point in time when the customer obtains

control of the asset.

In

evaluating when a customer has control

of the asset, we primarily consider whether the transfer

of legal

title and physical delivery has occurred,

whether the customer has significant risks

and rewards of

ownership and whether the customer has

accepted delivery and a right to payment

exists.

These

products are typically sold at prevailing

market prices.

We allocate variable

market-based consideration

to deliveries (performance obligations)

in the current period as that consideration

relates specifically to

our efforts to transfer

control of current period deliveries

to the customer and represents

the amount we

expect to be entitled to in exchange

for the related products.

Payment is typically due within 30 days or

less.

Revenues associated with transactions

commonly called buy/sell contracts,

in which the purchase and

sale of inventory with the same counterparty

are entered into “in contemplation”

of one another, are

combined and reported net (i.e., on the same income

statement line).

●

Shipping and Handling Costs

—We typically incur shipping and handling

costs prior to control transferring

to the customer and account for

these activities as fulfillment costs.

Accordingly,

we include shipping and

handling costs in production and operating

expenses for production activities.

Transportation

costs

related to marketing activities

are recorded in purchased commodities.

Freight costs billed to customers

are treated as a component of the transaction

price and recorded as a component of revenue

when the

customer obtains control.

●

Cash Equivalents

—Cash equivalents are highly liquid, short-term

investments that are

readily convertible

to known amounts of cash and have

original maturities of 90 days or less from their date

of purchase.

They are carried at cost plus accrued interest,

which approximates fair value.

Notes to Consolidated Financial Statements

ConocoPhillips

2021 10-K

●

Short-Term

Investments

—Short-term investments

include investments in bank time deposits

and

marketable securities (commercial

paper and government obligations)

which are carried at cost plus

accrued interest and have

original maturities of greater than 90 days

but within one year or when the

remaining maturities are within one year.

We also invest in financial instruments

classified as available

for sale debt securities which are carried at

fair value. Those instruments

are included in short-term

investments when they have

remaining maturities within one year as of the balance

sheet date.

●

Long-Term Investments

in Debt Securities

—Long-term investments

in debt securities includes financial

instruments classified as available

for sale debt securities with remaining maturities

greater than one year

as of the balance sheet date.

They are carried at fair value

and presented within the “Investments

and

long-term receivables” line of our consolidated

balance sheet.

●

Inventories

—We have several

valuation methods for our various

types of inventories and consistently

use

the following methods for each type

of inventory.

The majority of our commodity-related inventories

are

recorded at cost using the

LIFO basis.

We measure these inventories

at the lower-of-cost-or-market

in

the aggregate.

Any necessary lower-of-cost-or-market

write-downs at year end are recorded

as

permanent adjustments to the LIFO cost

basis.

LIFO is used to better match current

inventory costs with

current revenues.

Costs include both direct and indirect expenditures

incurred in bringing an item or

product to its existing condition

and location, but not unusual/nonrecurring costs

or research and

development costs.

Materials, supplies and other miscellaneous inventories,

such as tubular goods and

well equipment, are valued using various

methods, including the weighted-average

-cost method and the

FIFO method, consistent with industry

practice.

●

Fair Value Measurements

—Assets and liabilities measured at fair value

and required to be categorized

within the fair value hierarchy

are categorized into

one of three different

levels depending on the

observability of the inputs employed in the measurement.

Level 1 inputs are quoted prices in active

markets for identical assets

or liabilities.

Level 2 inputs are observable inputs other than

quoted prices

included within Level 1 for the asset or liability,

either directly or indirectly through market

-corroborated

inputs.

Level 3 inputs are unobservable inputs for

the asset or liability reflecting significant modifications

to observable related market

data or our assumptions about pricing by market

participants.

●

Derivative Instruments

—Derivative instruments are

recorded on the balance sheet at fair

value.

If the

right of offset exists and certain

other criteria are met, derivative assets

and liabilities with the same

counterparty are netted

on the balance sheet and the collateral payable

or receivable is netted against

derivative assets and derivative

liabilities, respectively.

Recognition and classification of the gain

or loss that results from recording

and adjusting a derivative to

fair value depends on the purpose for

issuing or holding the derivative.

Gains and losses from derivatives

not accounted for as hedges

are recognized immediately in

earnings.

We do not apply hedge accounting

to our derivative instruments.

●

Oil and Gas Exploration and Development

—Oil and gas exploration and

development costs are

accounted for using the successful

efforts method of accounting.

Property Acquisition Costs

—Oil and gas leasehold acquisition costs

are capitalized and included in

the balance sheet caption PP&E.

Leasehold impairment is recognized based on

exploratory

experience and management’s

judgment.

Upon achievement of all conditions necessary for

reserves

to be classified as proved, the associated

leasehold costs are reclassified to proved

properties.

Exploratory Costs

—Geological and geophysical

costs and the costs of carrying and retaining

undeveloped properties are expensed

as incurred.

Exploratory well costs are

capitalized, or

“suspended,”

on the balance sheet pending further evaluation of whether economically

recoverable

reserves have been found.

If economically recoverable reserves

are not found, exploratory

well costs

are expensed as dry holes.

If exploratory wells encounter

potentially economic quantities

of oil and

Notes to Consolidated Financial Statements

ConocoPhillips

2021 10-K

gas, the well costs remain capitalized

on the balance sheet as long as sufficient progress

assessing the

reserves and the economic and operating

viability of the project is being made.

For complex

exploratory discoveries,

it is not unusual to have exploratory

wells remain suspended on the balance

sheet for several years

while we perform additional appraisal

drilling and seismic work on the

potential oil and gas field or while we seek government

or co-venturer approval

of development

plans or seek environmental permitting.

Once all required approvals

and permits have been

obtained, the projects are moved

into the development phase, and the

oil and gas resources are

designated as proved reserves.

Management reviews suspended well balances

quarterly,

continuously monitors the results

of the

additional appraisal drilling and seismic work, and expenses

the suspended well costs as dry holes

when it judges the potential field does not warrant

further investment in the near term.

See Note 6

.

Development Costs

—Costs incurred to drill and equip development

wells, including unsuccessful

development wells, are capital

ized.

Depletion and Amortization

—Leasehold costs of producing properties

are depleted using the unit-of-

production method based on estimated

proved oil and gas reserves.

Amortization of development

costs is based on the unit-of-production

method using estimated proved

developed oil and gas

reserves.

●

Capitalized Interest

—Interest from external

borrowings is capitalized on

major projects with an expected

construction period of one year or longer.

Capitalized interest

is added to the cost of the underlying asset

and is amortized over the useful lives of the assets

in the same manner as the underlying assets.

●

Depreciation and Amortization

—Depreciation and amortization of PP&E

on producing hydrocarbon

properties and SAGD facilities and

certain pipeline and LNG assets (those which are expected

to have a

declining utilization pattern),

are determined by the unit-of-production

method.

Depreciation and

amortization of all other PP&E are determined by

either the individual-unit-straight-line

method or the

group-straight-line

method (for those individual units that are

highly integrated with other units).

●

Impairment of Properties, Plants and Equipment

—Long-lived assets used in operations are assessed

for

impairment whenever changes in facts

and circumstances indicate a possible

significant deterioration in

the future cash flows expected

to be generated by an asset group.

If there is an indication the carrying

amount of an asset may not be recovered,

a recoverability test

is performed using management’s

assumptions for prices, volumes and future

development plans.

If the sum of the undiscounted cash

flows before income-taxes

is less than the carrying value of the asset group,

the carrying value is written

down to estimated fair value

and reported as an impairment in the period in which

the determination is

made.

Individual assets are grouped for

impairment purposes at the lowest level for

which there are

identifiable cash flows that are largely

independent of the cash flows of other groups

of assets—generally

on a field-by-field basis for E&P assets.

Because there usually is a lack of quoted market

prices for long-

lived assets, the fair value of impaired assets

is typically determined based on the present values

of

expected future cash flows using

discount

rates and prices believed to be consistent

with those used by

principal market participants, or based

on a multiple of operating cash flow validated

with historical

market transactions of similar assets

where possible.

The expected future cash flows used

for impairment reviews and

related fair value calculations

are based

on estimated future production

volumes, commodity prices,

operating costs and capital

decisions,

considering all available evidence at the date

of review.

The impairment review includes cash

flows from

proved developed and undeveloped

reserves, including any development

expenditures necessary to

achieve that production.

Additionally, when probable

and possible reserves exist, an appropriate

risk-

adjusted amount of these reserves may

be included in the impairment calculation.

Notes to Consolidated Financial Statements

ConocoPhillips

2021 10-K

Long-lived assets committed by

management for disposal within one year are

accounted for at the lower

of amortized cost or fair value,

less cost to sell, with fair value determined

using a binding negotiated

price, if available, or present value

of expected future cash flows

as previously described.

●

Maintenance and Repairs

—Costs of maintenance and repairs,

which are not significant improvements,

are expensed when incurred.

●

Property Dispositions

—When complete units of depreciable

property are sold, the asset cost

and related

accumulated depreciation are

eliminated, with any gain or loss

reflected in the “Gain on dispositions” line

of our consolidated income statement.

When partial units of depreciable property are

disposed of or

retired which do not significantly

alter the DD&A rate, the difference

between asset cost and salvage

value is charged or credited to

accumulated depreciation.

●

Asset Retirement Obligations

and Environmental Costs

—The

fair value of legal obligations

to retire and

remove long-lived assets are recorded

in the period in which the obligation is incurred

(typically when the

asset is installed at the production

location).

Fair value is estimated using

a present value approach,

incorporating assumptions about estimated

amounts and timing of settlements and impacts

of the use of

technologies.

See Note 8

.

Environmental expenditures

are expensed or capitalized,

depending upon their future economic benefit.

Expenditures relating to an existing

condition caused by past operations,

and those having no future

economic benefit, are expensed.

Liabilities for environmental

expenditures are recorded

on an

undiscounted basis (unless acquired through

a business combination, which we record

on a discounted

basis) when environmental assessments

or cleanups are probable and the costs

can be reasonably

estimated.

Recoveries of environmental

remediation costs from other parties

are recorded as assets

when their receipt is probable and estimable.

●

Impairment of Investments

in Nonconsolidated Entities

—Investments in nonconsolidated

entities are

assessed for impairment whenever changes

in the facts and circumstances

indicate a loss in value has

occurred.

When such a condition is judgmentally determined

to be other than temporary,

the carrying

value of the investment is written

down to fair value.

The fair value of the impaired investment

is based

on quoted market prices, if available,

or upon the present value of expected

future cash flows using

discount rates and prices believed

to be consistent with those used by

principal market participants, plus

market analysis of comparable

assets owned by the investee,

if appropriate.

●

Guarantees

—The fair value of a guarantee

is determined and recorded as a

liability at the time the

guarantee is given.

The initial liability is subsequently reduced as we are

released from exposure

under

the guarantee.

We amortize the guarantee

liability over the relevant time period, if one

exists, based on

the facts and circumstances surrounding

each type of guarantee.

In cases where the guarantee term

is

indefinite, we reverse the liability

when we have information

indicating the liability is essentially relieved

or amortize it over an appropriate

time period as the fair value of our guarantee

exposure declines over

time.

We amortize the guarantee

liability to the related income statement

line item based on the nature

of the guarantee.

When it becomes probable that we will have

to perform on a guarantee, we accrue

a

separate liability if it is reasonably estimable,

based on the facts and circumstances

at that time.

We

reverse the fair value liability

only when there is no further exposure under the

guarantee.

●

Share-Based Compensation

—We recognize share

-based compensation expense over

the shorter of the

service period (i.e., the stated period of time required

to earn the award) or the period beginning at

the

start of the service period and ending when an employee first

becomes eligible for retirement.

We have

elected to recognize expense

on a straight-line basis over the service period for

the entire award, whether

the award was granted

with ratable or cliff vesting.

Notes to Consolidated Financial Statements

ConocoPhillips

2021 10-K

●

Income Taxes

—Deferred income taxes

are computed using the liability method

and are provided on all

temporary differences

between the financial reporting basis and the tax

basis of our assets and liabilities,

except for deferred

taxes on income and temporary

differences related

to the cumulative translation

adjustment considered to be permanently

reinvested in certain

foreign subsidiaries and foreign

corporate

joint ventures.

Allowable tax credits are applied currently

as reductions of the provision for

income taxes.

Interest related to

unrecognized tax benefits

is reflected in interest

and debt expense, and penalties

related to unrecognized

tax benefits are reflected

in production and operating

expenses.

●

Taxes

Collected from Customers

and Remitted to Governmental

Authorities

—Sales and value-added

taxes are recorded

net.

●

Net Income (Loss) Per Share of Common

Stock

—Basic net income (loss) per share of common stock

is

calculated based upon the daily weighted-average

number of common shares outstanding

during the

year.

Also, this

calculation includes fully vested stock

and unit awards that have not

yet been issued as

common stock, along with an adjustment

to net income (loss) for dividend equivalents

paid on unvested

unit awards that are considered

participating securities.

Diluted net income per share of common stock

includes unvested stock,

unit or option awards granted

under our compensation plans and vested but

unexercised stock

options, but only to the extent these instruments

dilute net income per share, primarily

under the treasury-stock method.

Diluted net loss per share, which is calculated

the same as basic net

loss per share, does not assume conversion

or exercise of securities that

would have an antidilutive effect.

Treasury stock

is excluded from the daily weighted

-average number of common

shares outstanding in

both calculations.

The earnings per share impact of the participating securities is immaterial.

Note 2—Inventories

Inventories at December 31 were:

Millions of Dollars

2021

2020

Crude oil and natural gas

$

Materials and supplies

Total

inventories

$

1,208

1,002

Inventories valued on

the LIFO basis

$

The estimated excess

of current replacement cost over

LIFO cost of inventories

was approximately $

million

and $

million at December 31, 2021 and 2020, respectively.

Note 3—Asset Acquisitions and Dispositions

All gains or losses on asset dispositions are reported

before-tax and are included

net in the “Gain on dispositions”

line on our consolidated income stat

ement.

All cash proceeds and payments are

included in the “Cash Flows From

Investing Activities” section of our consolidated

statement of cash flows.

During the year,

we completed the acquisitions of Concho Resources

Inc. (Concho) and of Shell Enterprises LLC’s

(Shell) Permian assets.

The acquisitions were accounted for

as business combinations under FASB

Topic ASC 805

using the acquisition method, which requires assets

acquired and liabilities assumed to be measured at their

acquisition date fair values.

Fair value measurements were

made for acquired assets and liabilities, and

adjustments to those measurements

may be made in subsequent periods, up to

one year from the acquisition date

as we identify new information

about facts and circumstances that

existed as of the acquisition date to

consider.

Notes to Consolidated Financial Statements

ConocoPhillips

2021 10-K

2021

Acquisition of Concho Resources Inc.

In January 2021, we completed our acquisition of Concho,

an independent oil and gas exploration

and production

company with operations across

New Mexico and West Texas

focused in the Permian Basin.

Total

consideration

for the all-stock transaction

was valued at $

13.1

billion, in which 1.46 shares of ConocoPhillips common stock

were

exchanged for each outstanding

share of Concho common stock.

Total Consideration

Number of shares of Concho common stock issued

and outstanding (in thousands)*

194,243

Number of shares of Concho stock awards

outstanding (in thousands)*

1,599

Number of shares exchanged

195,842

Exchange ratio

1.46

Additional shares of ConocoPhillips common stock

issued as consideration (in thousands)

285,929

Average price per share of ConocoPhillips

common stock**

$

45.9025

Total Consideration

(Millions)

$

13,125

*Outstanding as of January 15, 2021.

**Based on the ConocoPhillips average stock price on January 15, 2021.

Oil and gas properties were valued

using a discounted cash flow approach

incorporating market

participant and

internally generated price assumptions;

production profiles; and operating

and development cost assumptions.

Debt assumed in the acquisition was valued based on

observable market prices.

The fair values determined for

accounts receivable, accounts

payable, and most other current

assets and current liabilities were equivalent

to the

carrying value due to their short-term

nature.

The total consideration of $

13.1

billion was allocated to the

identifiable assets and liabilities based on their fair

values as of January 15, 2021.

Assets Acquired

Millions of Dollars

Cash and cash equivalents

$

Accounts receivable, net

Inventories

Prepaid expenses and other current

assets

Investments and long-term receivables

Net properties, plants and equipment

18,923

Other assets

Total assets

acquired

$

20,527

Liabilities Assumed

Accounts payable

$

Accrued income and other taxes

Employee benefit obligations

Other accruals

Long-term debt

4,696

Asset retirement obligations

and accrued environmental costs

Deferred income taxes

1,071

Other liabilities and deferred credits

Total liabilities

assumed

$

7,402

Net assets acquired

$

13,125

Notes to Consolidated Financial Statements

ConocoPhillips

2021 10-K

With the completion of the Concho transaction,

we acquired proved and unproved

properties of approximately

$

11.8

billion and $

6.9

billion, respectively.

We recognized approximately

$

million of transaction-related costs,

all of which were expensed in the first

quarter of 2021.

These non-recurring costs related

primarily to fees paid to advisors

and the settlement of share-

based awards for certain Concho

employees based on the terms of the Merger Agreement.

In the first quarter of 2021, we commenced

a company-wide restructuring program,

the scope of which included

combining the operations of the two companies

as well as other global restructuring activities.

We recognized

non-recurring restructuring costs

mainly for employee severance and

related incremental pension

benefit costs.

The impact from these transaction and restructuring

costs to the lines of our consolidated income statement

for

the year ended December 31, 2021, are below:

Millions of Dollars

Transaction

Cost

Restructuring Cost

Total

Cost

Production and operating expenses

$

Selling, general and administration

expenses

Exploration expenses

Taxes

other than income taxes

Other expenses

-

$

On February 8, 2021, we completed a debt

exchange offer

related to the debt assumed from Concho.

As a result

of the debt exchange, we recognized

an additional income tax related

restructuring charge of $

million.

See

Note 17.

From the acquisition date through

December 31, 2021, “Total Revenues

and Other Income” and “Net Income

(Loss) Attributable to ConocoPhillips”

associated with the acquired Concho business

were approximately $

6,571

million and $

2,330

million, respectively.

The results associated with the Concho business

for the same period

include a before- and after-tax

loss of $

million and $

million, respectively,

on the acquired derivative

contracts.

The before-tax loss is recorded

within “Total Revenues

and Other Income” on our consolidated

income

statement.

See Note 12.

Acquisition of Shell Permian Assets

In December 2021, we completed our acquisition

of Shell assets in the Permian based Delaware Basin.

The

accounting close date used for reporting

purposes was December 31, 2021.

Assets acquired include approximately

225,000

net acres and producing properties

located entirely in Texas.

Total

consideration for the transaction

was

$

8.7

billion.

Oil and gas properties were valued

using a discounted cash flow approach

incorporating market

participant and

internally generated price assumptions

,

production profiles,

and operating and development cost

assumptions.

The fair values determined for

accounts receivable, accounts

payable, and most other current

assets and current

liabilities were equivalent to the carrying

value due to their short-term

nature.

The total consideration

of $

8.7

billion was allocated to the identifiable

assets and liabilities based on their fair values

at the acquisition date.

Notes to Consolidated Financial Statements

ConocoPhillips

2021 10-K

Assets Acquired

Millions of Dollars

Accounts receivable, net

$

Inventories

Net properties, plants and equipment

8,624

Other assets

Total assets

acquired

$

9,031

Liabilities Assumed

Accounts payable

$

Accrued income and other taxes

Other accruals

Asset retirement obligations

and accrued environmental costs

Other liabilities and deferred credits

Total liabilities

assumed

$

Net assets acquired

$

8,672

With the completion of the Shell Permian transaction,

we acquired proved and unproved

properties of

approximately $

4.2

billion and $

4.4

billion, respectively.

We recognized approximately

$

million of transaction-

related costs which were expensed

during 2021.

Supplemental Pro Forma (unaudited)

The following tables summarize the

unaudited supplemental pro

forma financial information fo

r

the year ended

December 31, 2021, and 2020, as if we had completed the acquisitions

of Concho and the Shell Permian assets on

January 1, 2020.

Millions of Dollars

Year Ended December 31, 2021

Pro forma

Pro forma

As reported

Shell

Combined

Total

Revenues and Other Income

$

48,349

3,220

51,569

Income (loss) before income taxes

12,712

1,201

13,913

Net Income (Loss) attributable to

ConocoPhillips

8,079

8,999

Earnings per share:

Basic net loss

$

6.09

6.78

Diluted net loss

6.07

6.76

Millions of Dollars

Year Ended December 31, 2020

Pro forma

Pro forma

Pro forma

As reported

Concho

Shell

Combined

Total

Revenues and Other Income

$

19,256

3,762

1,685

24,703

Income (loss) before income taxes

(3,140)

(247)

(2,600)

Net Income (Loss) attributable to

ConocoPhillips

(2,701)

(189)

(2,392)

Earnings per share:

Basic net loss

$

(2.51)

(1.75)

Diluted net loss

(2.51)

(1.75)

Notes to Consolidated Financial Statements

ConocoPhillips

2021 10-K

The unaudited supplemental pro forma

financial information is presented

for illustration purposes

only and is not

necessarily indicative of the operating

results that would have occurred

had the transactions been completed on

January 1, 2020, nor is it necessarily indicative of future

operating results of the combined entity.

The unaudited

pro forma financial information

for the twelve-month period ending December 31, 2020

is a result of combining

the consolidated income statement

of ConocoPhillips with the results of Concho and the assets

acquired from

Shell.

The pro forma results do not

include transaction-related costs,

nor any cost savings anticipated

as a result of

the transactions.

The pro forma results include adjustments

from Concho’s historical

results to reverse

impairment expense of $

10.5

billion and $

1.9

billion related to oil and gas properties

and goodwill, respectively.

Other adjustments made relate primarily to

DD&A, which is based on the unit-of-production

method, resulting

from the purchase price allocated

to properties, plants and equipment.

We believe the estimates

and assumptions

are reasonable, and the relative

effects of the transaction are

properly reflected.

Announced Acquisitions

In December 2021, we announced that we have

notified Origin Energy that we are exercising

our preemption right

to purchase an additional

percent shareholding interest

in APLNG from Origin Energy for $

1.645

billion, which

will be funded from cash on the balance sheet, before

customary adjustments.

The effective date of the

transaction will be July 1, 2020 with closing anticipated

to occur in the first quarter of 2022 subject

to Australian

government approval.

See

Note 4

and

Note 7

.

Assets Sold

In 2020, we completed the sale of our Australia

-West asset and operations.

The sales agreement entitled us to a

$

million payment upon a final investment

decision (FID) of the Barossa development project.

On March 30,

2021, FID was announced and as such, we recognized

a $

million gain on disposition in the first quarter

of 2021.

The purchaser failed to pay the FID bonus

when due.

We have commenced an arbitration

proceeding against the

purchaser to enforce our contractual

right to the $

million, plus interest accruing from the due

date.

Results of

operations related to

this transaction are reflected in

our Asia Pacific segment.

See Note 11

.

In the second half of 2021, we sold our interests

in certain noncore assets in our Lower 48 segment for

approximately $

million after customary adjustments,

recognizing a before-tax gain

on sale of approximately

$

million.

We also completed the sale of our

noncore exploration

interests in Argentina,

recognizing a before-

tax loss on disposition of $

million.

Results of operations for

Argentina were reported

in our Other

International segment.

In 2021, we recorded contingent

payments of $

million relating to previous dispositions.

The contingent

payments are recorded

as gain on disposition on our consolidated

income statement and are

reflected within our

Canada and Lower 48 segments.

In our Canada segment, the

contingent payment, calculated and paid on a

quarterly basis, is $6 million CAD for every $1 CAD by which the WCS quarterly average crude price exceeds $52

CAD per barrel

.

The term for contingent

payments in our Canada segment ends on

May 16, 2022.

In our Lower 48

segment, the

contingent payment, paid on an annual basis, is calculated monthly at $7 million per month in which

the U.S. Henry Hub price is at or above $3.20 per MMBTU

.

The term for contingent payments

in our Lower 48

segment goes through 2023.

No

contingent payments were

recorded in 2020.

Planned Dispositions

In December 2021, we entered into

an agreement to sell two subsidiaries holding

our Indonesia assets and

operations to MedcoEnergi for

$

1.355

billion, before customary

adjustments, with an effective

date of January 1,

The subsidiaries hold our

percent interest in the Indonesia

Corridor Block Production Sharing Contract

(PSC) and a

percent shareholding interest

in the Transasia Pipeline

Company.

The net carrying value is

approximately $

0.4

billion, which consists primarily of PP&E.

The assets met the held for sale criteria in the fourth

quarter,

and as of December 31, 2021, we have reclassified

$

0.3

billion of PP&E to “Prepaid expenses and

other

current assets” and $

0.1

billion of noncurrent ARO to “Other accruals”

on our consolidated balance sheet.

The

before-tax earnings associated

with our Indonesia subsidiaries were $

million, $

million and $

million for

the years ended December 31, 2021, 2020 and 2019, respectively

.

This transaction is expected to close in

early

2022, subject to regulatory approvals

and other specific conditions precedent.

Results of operations for

the

subsidiaries to be sold are reported within our

Asia Pacific segment.

Notes to Consolidated Financial Statements

ConocoPhillips

2021 10-K

In January 2022, we entered into

an agreement to sell our interests

in certain noncore assets in the Lower 48

segment for $

million, before customary adjustments.

This transaction is expected to

close in the second

quarter of 2022.

2020

Asset Acquisition

In August 2020, we completed the acquisition

of additional Montney acreage in Canada from Kelt

Exploration Ltd.

for $

million after customary adjustments,

plus the assumption of $

million in financing obligations

associated with partially owned infrastructure.

This acquisition consisted primarily of undeveloped

properties and

included

140,000

net acres in the liquids-rich Inga Fireweed

asset Montney zone, which is directly

adjacent to our

existing Montney position.

The transaction increased our Montney acreage

position to approximately

295,000

net

acres with a

percent working interest.

This agreement was accounted

for as an asset acquisition resulting

in

the recognition of $

million of PP&E; $

million of ARO and accrued environmental

costs; and $

million of

financing obligations recorded

primarily to long-term debt.

Results of operations for

the Montney asset are

reported in our Canada segment.

Assets Sold

In February 2020, we sold our Waddell Ranch

interests in the Permian Basin

for $

million after customary

adjustments.

No

gain or loss was recognized on the sale.

Results of operations for

the Waddell Ranch interests

sold were reported in our Lower 48 segment.

In March 2020, we completed the sale

of our Niobrara interests

for approximately $

million after customary

adjustments and recognized a

before-tax loss on disposition

of $

million.

At the time of disposition, our interest

in Niobrara had a net carrying value

of $

million, consisting primarily of $

million of PP&E and $

million of

ARO. The before-tax losses

associated with our interests

in Niobrara, including the loss on disposition

noted above

and an impairment of $

million recorded when we signed an

agreement to sell our interests

in the fourth

quarter of 2019, were $

million and $

million for the years ended December 31,

2020 and 2019, respectively.

Results of operations for

the Niobrara interests

sold were reported in our Lower 48 segment.

In May 2020, we completed the divestiture

of our subsidiaries that held our Australia

-West assets and operations,

and based on an effective date

of January 1, 2019, we received proceeds

of $

million.

We recognized a

before-

tax gain of $

million related to this transaction

in 2020.

At the time of disposition, the net carrying value

of the

subsidiaries sold was approximately

$

0.2

billion, excluding $

0.5

billion of cash.

The net carrying value consisted

primarily of $

1.3

billion of PP&E and $

0.1

billion of other current assets offset

by $

0.7

billion of ARO, $

0.3

billion of

deferred tax liabilities, and

$

0.2

billion of other liabilities.

The before-tax earnings associated

with the subsidiaries

sold, including the gain on disposition noted

above, were $

million and $

million for the years ended

December 31, 2020 and 2019, respectively.

Production from the beginning of the year through

the disposition

date in May 2020 averaged

MBOED.

The sales agreement entitled us to

an additional $

million upon FID of

the Barossa development project.

Results of operations for

the subsidiaries sold were reported

in our Asia Pacific

segment.

2019

Assets Sold

In January 2019, we entered into

agreements to sell our

12.4

percent ownership interests

in the Golden Pass LNG

Terminal and

Golden Pass Pipeline.

We also entered into

agreements to amend our contractual

obligations for

retaining use of the facilities.

As a result of entering into these agreements,

we recorded a before

-tax impairment

of $

million in the first quarter of 2019 which is

included in the “Equity in earnings of affiliates”

line on our

consolidated income statement.

We completed the sale in the second

quarter of 2019.

Results of operations for

these assets were reported in our Lower

48 segment.

Notes to Consolidated Financial Statements

ConocoPhillips

2021 10-K

In April 2019, we entered into

an agreement to sell two ConocoPhillips

U.K. subsidiaries to Chrysaor E&P Limited

for $

2.675

billion plus interest and customary

adjustments, with an effective date

of January 1, 2018.

On

September 30, 2019, we completed the sale

for proceeds of $

2.2

billion and recognized a $

1.7

billion before-tax

and $

2.1

billion after-tax gain

associated with this transaction in 2019.

Together the

subsidiaries sold indirectly

held our exploration and production

assets in the U.K.

At the time of disposition, the net carrying value

was

approximately $

0.5

billion, consisting primarily of $

1.6

billion of PP&E, $

0.5

billion of cumulative foreign currency

translation adjustments, and $

0.3

billion of deferred tax assets,

offset by $

1.8

billion of ARO and negative $

0.1

billion of working capital.

The before-tax earnings associated

with the subsidiaries sold, including the gain on

dispositions noted above, was $

2.1

billion for the year ended December 31, 2019.

Results of operations for

the

U.K. were reported within our Europe,

Middle East and North Africa segment.

In the second quarter of 2019, we recognized

an after-tax gain

of $

million upon the closing of the sale of our

percent interest in the Greater

Sunrise Fields to the government of Timor-Leste

for $

million.

The Greater

Sunrise Fields were included in our Asia Pacific

segment.

In the fourth quarter of 2019, we sold our interests

in the Magnolia field and platform for

net proceeds of $

million and recognized a before-tax

gain of $

million.

At the time of sale, the net carrying value

consisted of $

million of PP&E offset by $

million of ARO.

The Magnolia results of operations

were reported within our Lower

48 segment.

Note 4—Investments,

Loans and Long-Term

Receivables

Components of investments, loans

and long-term receivables at December 31 were:

Millions of Dollars

2021

2020

Equity investments

$

6,701

7,596

Loans and advances—related parties

-

Long-term receivables

Long-term investments in debt

securities

Other investments

$

7,113

8,131

Equity Investments

Affiliated companies in which we had a significant

equity investment at December 31, 2021,

included:

●

APLNG—

37.5

percent owned joint venture

with Origin Energy (

37.5

percent) and Sinopec (

percent)—

to produce CBM from the Bowen and

Surat basins in Queensland, Australia,

as well as process and export

LNG.

●

Qatar Liquefied Gas Company Limited

(3) (QG3)—

percent owned joint venture

with affiliates of

QatarEnergy (

68.5

percent) and Mitsui & Co., Ltd. (

1.5

percent)—produces and liquefies

natural gas from

Qatar’s North Field, as well as exports

LNG.

Summarized 100 percent earnings

information for equity method

investments in affiliated

companies,

combined, was as follows:

Millions of Dollars

2021

2020

2019

Revenues

$

11,824

7,931

11,310

Income before income taxes

3,946

1,843

3,726

Net income

2,557

1,426

3,085

Notes to Consolidated Financial Statements

ConocoPhillips

2021 10-K

Summarized 100 percent balance sheet information

for equity method investments

in affiliated companies,

combined, was as follows:

Millions of Dollars

2021

2020

Current assets

$

4,493

2,579

Noncurrent assets

36,602

35,257

Current liabilities

3,498

2,110

Noncurrent liabilities

17,465

18,099

Our share of income taxes incurred

directly by an equity method investee

is reported in equity in earnings of

affiliates, and as such is not included in income taxes

on our consolidated financial statements.

At December 31, 2021, retained earnings

included $

million related to the undistributed

earnings of affiliated

companies.

Dividends received from affiliates

were $

1,279

million, $

1,076

million and $

1,378

million in 2021, 2020

and 2019, respectively.

APLNG

APLNG is a joint venture focused on

producing CBM from the Bowen and Surat

basins in Queensland, Australia.

Natural gas is sold to domestic

customers and LNG is processed

and exported to Asia Pacific markets.

Our

investment in APLNG gives us access

to CBM resources in Australia

and enhances our LNG position.

The majority

of APLNG LNG is sold under two long-term sales and purchase

agreements, supplemented with sales

of additional

LNG spot cargoes targeting

the Asia Pacific markets.

Origin Energy,

an integrated Australian

energy company,

is

the operator of APLNG’s

production and pipeline system,

while we operate the LNG facility.

APLNG executed project financing

agreements for an $

8.5

billion project finance facility in 2012.

All amounts were

drawn from the facility.

APLNG achieved financial completion on its original

$

8.5

billion project finance facility

during the third quarter of 2017, resulting in the facility

being nonrecourse.

The project financing facility has been

refinanced over time and at December 31, 2021, this

facility was composed of a financing agreement

with the

Export-Import Bank of the United States,

a commercial bank facility and

two

United States Private

Placement note

facilities.

APLNG made its first principal and interest

repayment in March 2017 and is scheduled to

make

bi-annual

payments until September 2030.

At December 31, 2021, a balance of $

5.7

billion was outstanding on the facilities.

See Note 10

.

During the fourth quarter of 2021, Origin Energy Limited

agreed to the sale of

percent of their interest in

APLNG

for $

1.645

billion, before customary

adjustments.

ConocoPhillips announced in December 2021 that we were

exercising our preemption

right under the APLNG Shareholders Agreement

to purchase an additional

percent

shareholding interest in APLNG, subject

to government approvals.

The sales price associated with this preemption

right was determined to reflect

a relevant observable market

participant view of APLNG’s

fair value which was

below the carrying value of our existing

investment in APLNG.

Based on a review of the facts and circumstances

surrounding this decline in fair value,

we concluded in the fourth quarter of 2021 the impairment

was other than

temporary under the guidance of FASB

ASC Topic 323,

and the recognition of an impairment of our existing

investment was necessary.

Accordingly,

we recorded a noncash $

million, before-tax and

after-tax impairment

in the fourth quarter of 2021.

The impairment, which is included in the “Impairments” line on

our consolidated

income statement, had the

effect of reducing the carrying value

of our existing investment

to $

5,574

million as of

December 31, 2021.

This carrying value is included in the “Investments

and long-term receivables” line on our

consolidated balance sheet.

See Note 7

.

Notes to Consolidated Financial Statements

ConocoPhillips

2021 10-K

The historical cost basis of our

37.5

percent share of net assets on the books

of APLNG was $

5,523

million,

resulting in a basis difference of $

million on our books.

The basis difference, which is substantially

all

associated with PP&E and subject to amortization,

has been allocated on a relative

fair value basis to individual

production license areas owned by APLNG.

Any future additional payments

are expected to be allocated

in a

similar manner.

As the joint venture produces

natural gas from each license, we amortize

the basis difference

allocated to that license using the unit-of-production

method.

Included in net income (loss) attributable

to

ConocoPhillips for 2021, 2020 and 2019 was

after-tax expense

of $

million, $

million and $

million,

respectively,

representing the amortization

of this basis difference on currently

producing licenses.

QG3

QG3 is a joint venture that owns an

integrated large-scale

LNG project located in Qatar.

We provided project

financing, with a current outstanding balance of $

million as described below under “Loans.”

At December 31,

2021, the book value of our equity method investment

in QG3, excluding the project financing, was

$

million.

We have terminal and pipeline

use agreements with Golden Pass

LNG Terminal and affiliated

Golden Pass Pipeline

near Sabine Pass, Texas,

intended to provide us with terminal and

pipeline capacity for the receipt, storage

and

regasification of LNG purchased

from QG3.

We previously held a

12.4

percent interest in Golden

Pass LNG

Terminal and

Golden Pass Pipeline, but we sold those interests

in the second quarter of 2019 while retaining the

basic use agreements.

Currently,

the LNG from QG3 is being sold to markets

outside of the U.S.

See Note 3

.

Loans

As part of our normal ongoing business operations

and consistent with industry practice,

we enter into numerous

agreements with other parties to pursue

business opportunities.

Included in such activity are loans to certain

affiliated and non-affiliated

companies.

At December 31, 2021, significant loans

to affiliated companies include $

million in project financing to QG3

which is recorded within the “Accounts

and notes receivable—related

parties” line on our consolidated balance

sheet.

QG3 secured project financing of $

4.0

billion in December 2005, consisting of $

1.3

billion of loans from

export credit agencies (ECA), $

1.5

billion from commercial banks

and $

1.2

billion from ConocoPhillips.

The

ConocoPhillips loan facilities have

substantially the same terms as the ECA

and commercial bank facilities.

On

December 15, 2011, QG3 achieved financial completion

and all project loan facilities became nonrecourse

to the

project participants.

Semi-annual

repayments began in January 2011 and

will extend through July 2022.

Note 5—Investment in Cenovus

Energy

Our investment in Cenovus Energy

(CVE) common shares is carried on our balance sheet

at fair value.

December 31

2021

2020

Number of shares of CVE common stock (millions)

Ownership of issued and outstanding common

stock

4.5

%

16.9

Closing price on NYSE on last trading day

($/share)

$

12.28

6.04

Fair Value (millions

of dollars)

$

1,117

1,256

During 2021, we began to dispose of CVE shares,

selling

million shares during the year,

recognizing proceeds of

$

1.18

billion, $

1.14

billion of which was received during the year.

Proceeds related to the sale of our

CVE shares

are presented within “Cash Flows from

Investing Activities” on our consolidated

statement of cash flows.

Subject

to market conditions, we intend

to continue to decrease our investment.

All gains and losses are recognized

within “Other income (loss)” on our consolidated

income statement.

See Note

13

.

Notes to Consolidated Financial Statements

ConocoPhillips

2021 10-K

Millions of Dollars

2021

2020

2019

Total

Net gain (loss) on equity securities

$

1,040

(855)

Less: Net gain (loss) on equity securities sold during

the period

Unrealized gain (loss) on equity securities

still held at

the reporting date

$

(855)

Note 6—Suspended Wells and

Exploration Expenses

The following table reflects the net

changes in suspended exploratory

well costs during 2021, 2020 and 2019:

Millions of Dollars

2021

2020

2019

Beginning balance at January 1

$

1,020

Additions pending the determination of proved

reserves

Reclassifications to proved

properties

-

(42)

(11)

Sales of suspended wells

-

(313)

(54)

Charged to dry hole expense

(32)

(147)

(10)

Ending balance at December 31

$

1,020

*Includes $

million of assets held for sale in Australia-West at December 31, 2019.

For additional details on suspended wells charged to dry hole expense, see the Exploration Expenses section

of this Note.

The following table provides an aging

of suspended well balances at December 31:

Millions of Dollars

2021

2020

2019

Exploratory well costs capitalized

for a period of one year or less

$

Exploratory well costs capitalized

for a period greater than one year

Ending balance

$

1,020

*Includes $

million of assets held for sale in Australia-West at December 31, 2019.

Number of projects with exploratory

well costs capitalized for

a period

greater than one year

Notes to Consolidated Financial Statements

ConocoPhillips

2021 10-K

The following table provides a further

aging of those exploratory

well costs that have been capitalized

for more

than one year since the completion of drilling as of December 31, 2021:

Millions of Dollars

Suspended Since

Total

2018-2020

2015-2017

2004-2014

Willow—Alaska

(1)

-

Surmont—Canada

(1)

PL 1009—Norway

(1)

-

-

PL 891—Norway

(1)

-

-

Narwhal Trend—Alaska

(1)

-

-

WL4-00—Malaysia

(1)

-

-

PL782S—Norway

(1)

-

-

NC 98—Libya

(2)

-

-

Other of $10 million or less each

(1)(2)

Total

$

(1)Additional appraisal wells planned.

(2)Appraisal drilling complete; costs being incurred to assess development.

Exploration Expenses

The charges discussed below are included in the “Exploration

expenses” line on our consolidated income

statement.

2020

In our Alaska segment, we recorded

a before-tax impairment

of $

million for the entire associated

carrying

value of capitalized undeveloped

leasehold costs related to

our Alaska North Slope Gas asset.

We no longer

believe the project will advance,

and there is no current market

for the asset.

In our Other International segment, our interests

in the Middle Magdalena Basin of Colombia are in force

majeure.

As we had no immediate plans to perform

under existing contracts;

therefore, in 2020, we recorded

a before-tax

expense totaling $

million for dry hole costs of a previously

suspended well and an impairment of the associated

capitalized undeveloped leasehold

carrying value.

In our Asia Pacific segment, we recorded

before-tax expense

of $

million related to dry hole costs

of a previously

suspended well and an impairment of the associated capitalized

undeveloped leasehold carrying value associated

with the Kamunsu East Field in Malaysia

that is no longer in our development plans.

2019

In our Lower 48 segment, we recorded

a before-tax impairment

of $

million for the associated carrying value

of

capitalized undeveloped leasehold

costs and dry hole expenses of $

million before-tax

due to our decision to

discontinue exploration

activities related to our Central Louisiana

Austin Chalk acreage.

Notes to Consolidated Financial Statements

ConocoPhillips

2021 10-K

Note 7—Impairments

During 2021, 2020 and 2019, we recognized the following

before-tax impairment

charges:

Millions of Dollars

2021

2020

2019

Alaska

$

-

-

Lower 48

(8)

Canada

Europe, Middle East and North Africa

(24)

Asia Pacific

-

-

$

2021

We recorded an impairment

of $

million on our APLNG investment included within

the Asia Pacific segment.

See

Note 4

and

Note 13

.

In our Lower 48 segment, we recorded

a credit to impairment of $

million due to a decreased ARO estimate

for a

previously sold asset, in which we retained

the ARO liability.

This was offset by recorded

impairments of $

million during the fourth quarter of 2021, related

to certain noncore assets

due to changes in development plans.

See Note 13

.

In our Europe, Middle East and North

Africa segment, we recorded a credit

to impairment of $

million due to

decreased ARO estimates on fields

in Norway which ceased production and

were fully depreciated in prior years.

2020

We recorded impairments

of $

million, primarily related to certain

noncore assets in the Lower 48.

Due to a

significant

decrease in the outlook for current and

long-term natural gas prices

in early 2020, we recorded

impairments of $

million, primarily for the Wind River Basin operations

area, consisting of developed

properties in the Madden Field and the Lost Cabin

Gas Plant, in the first quarter of 2020.

Additionally,

due

primarily to changes in development plans

solidified in the last quarter of 2020, we recognized

additional

impairments of $

million in the Lower 48 during the fourth

quarter.

See Note 13

.

2019

In the Lower 48, we recorded impairments

of $

million, primarily related to developed

properties in our

Niobrara asset which were written

down to fair value less costs

to sell.

See Note 3

.

Note 8—Asset Retirement

Obligations and Accrued Environmental

Costs

Asset retirement obligations

and accrued environmental costs

at December 31 were:

Millions of Dollars

2021

2020

Asset retirement obligations

$

5,926

5,573

Accrued environmental costs

Total

asset retirement obligations

and accrued environmental costs

6,113

5,753

Asset retirement obligations

and accrued environmental costs

due within one year*

(359)

(323)

Long-term asset retirement obligations

and accrued environmental costs

$

5,754

5,430

*Classified as a current liability on the balance sheet under “Other accruals.”

Notes to Consolidated Financial Statements

ConocoPhillips

2021 10-K

Asset Retirement Obligations

We record the fair value

of a liability for an ARO when it is incurred (typically

when the asset is installed at the

production location).

When the liability is initially recorded, we capitalize

the associated asset retirement

cost by

increasing the carrying amount of the related

PP&E.

If, in subsequent

periods, our estimate of this liability

changes, we will record an adjustment

to both the liability and PP&E.

Over time, the liability increases for the

change in its present value, while the capitalized

cost depreciates over

the useful life of the related asset.

Reductions to estimated liabilities

for assets that are no longer producing

are recorded as a credit to

impairment, if

the asset had been previously impaired, or as a credit

to DD&A, if the asset had not been previously impaired

.

We have numerous

AROs we are required to perform

under law or contract once an asset is permanently

taken

out of service.

Most of these obligations are not

expected to be paid until several

years, or decades, in the future

and will be funded from general company

resources at the time of removal.

Our largest individual obligations

involve plugging and abandonment of wells and

removal and disposal of offshore

oil and gas platforms around

the

world, as well as oil and gas production

facilities and pipelines in Alaska.

During 2021 and 2020, our overall ARO changed as

follows:

Millions of Dollars

2021

2020

Balance at January 1

$

5,573

6,206

Accretion of discount

New obligations

Changes in estimates of existing

obligations

(113)

(307)

Spending on existing obligations

(164)

(116)

Property dispositions

(108)

(771)

Foreign currency translation

(55)

Balance at December 31

$

5,926

5,573

Accrued Environmental Costs

Total

accrued environmental costs

at December 31, 2021 and 2020, were $

million and $

million,

respectively.

We had accrued environmental

costs of $

million and $

million at December 31, 2021 and 2020,

respectively,

related to remediation

activities in the U.S. and Canada.

We had also accrued in Corporate

and Other

$

million and $

million of environmental costs

associated with sites no longer in operation

at December 31,

2021 and 2020, respectively.

In addition, both December 31, 2021 and 2020, included a $

million accrual, where

the company has been named a potentially

responsible party under the Federal Comprehensive

Environmental

Response, Compensation and Liability Act, or similar state

laws.

Accrued environmental liabilities are

expected to

be paid over periods extending up to

years.

Expected expenditures for environmental

obligations acquired in various

business combinations are discounted

using a weighted-average

percent discount factor,

resulting in an accrued balance for acquired

environmental

liabilities of $

million at December 31, 2021.

The total expected future undiscounted

payments related to the

portion of the accrued environmental costs

that have been discounted

are $

million.

Notes to Consolidated Financial Statements

ConocoPhillips

2021 10-K

Note 9—Debt

Long-term debt at December 31 was:

Millions of Dollars

2021

2020

9.125

% Debentures due 2021

$

-

2.4

% Notes due 2022

7.65

% Debentures due 2023

3.35

% Notes due 2024

8.2

% Debentures due 2025

3.35

% Notes due 2025

6.875

% Debentures due 2026

4.95

% Notes due 2026

1,250

1,250

7.8

% Debentures due 2027

3.75

% Notes due 2027

-

3.75

% Notes due 2027

-

4.3

% Notes due 2028

-

4.3

% Notes due 2028

-

7.375

% Debentures due 2029

% Debentures due 2029

6.95

% Notes due 2029

1,549

1,549

8.125

% Notes due 2030

2.4

% Notes due 2031

-

2.4

% Notes due 2031

-

7.2

% Notes due 2031

7.25

% Notes due 2031

7.4

% Notes due 2031

5.9

% Notes due 2032

4.15

% Notes due 2034

5.95

% Notes due 2036

5.951

% Notes due 2037

5.9

% Notes due 2038

6.5

% Notes due 2039

2,750

2,750

4.3

% Notes due 2044

5.95

% Notes due 2046

7.9

% Debentures due 2047

4.875

% Notes due 2047

-

4.85

% Notes due 2048

-

4.85

% Notes due 2048

-

Floating rate notes due 2022 at

1.02

% –

1.12

% during 2021 and

1.12

% –

2.81

% during 2020

Marine Terminal

Revenue Refunding Bonds due 2031 at

0.04

% –

0.15

% during

2021 and

0.1

% –

7.5

% during 2020

Industrial Development Bonds due 2035 at

0.04

% –

0.12

% during 2021 and

0.11

% –

7.5

% during 2020

Commercial Paper at

0.05

% –

0.22

% during 2021

-

Other

Debt at face value

17,766

14,292

Finance leases

1,261

Net unamortized premiums, discounts and debt

issuance costs

Total

debt

19,934

15,369

Short-term debt

(1,200)

(619)

Long-term debt

$

18,734

14,750

Notes to Consolidated Financial Statements

ConocoPhillips

2021 10-K

On January 15, 2021, we completed the acquisition of Concho

in an all-stock transaction.

In the acquisition, we

assumed Concho’s publicly

traded debt, with an outstanding principal balance

of $

3.9

billion, which was recorded

at fair value of $

4.7

billion on the acquisition date.

The adjustment to fair value of the senior notes

of

approximately $

0.8

billion on the acquisition date will be amortized as

an adjustment to interest

expense over the

remaining contractual terms

of the senior notes.

In the first quarter of 2021, we completed

a debt exchange offer

related to the debt assumed from

Concho.

Of the

approximately $

3.9

billion in aggregate principal amount

of Concho’s senior notes

offered in the exchange,

percent, or approximately

$

3.8

billion, was tendered and accepted.

The new debt issued by ConocoPhillips had

the same interest rates

and maturity dates as the Concho senior notes.

The portion not exchanged, approximately

$

million, remained outstanding across

five series of senior notes issued by Concho.

The debt exchange was

treated as a debt modification for

accounting purposes resulting in a portion

of the unamortized fair value

adjustment of the Concho senior notes allocated

to the new debt issued by ConocoPhillips on the settlement

date

of the exchange.

The new debt issued in the exchange is

fully and unconditionally guaranteed by

ConocoPhillips

Company.

See Note 3.

We have a revolving

credit facility totaling $

6.0

billion with an expiration date

of May 2023.

Our revolving credit

facility may be used for direct

bank borrowings, the issuance of letters

of credit totaling up to $

million, or as

support for our commercial paper program.

The revolving credit facility is broadly

syndicated among financial

institutions and does not contain any

material adverse change provisions

or any covenants requiring maintenance

of specified financial ratios or credit ratings.

The facility agreement contains

a cross-default provision

relating to

the failure to pay principal or

interest on other debt obligations

of $

million or more by ConocoPhillips, or any

of its consolidated subsidiaries.

The amount of the facility is not subject to redetermination

prior to its expiration

date.

Credit facility borrowings may

bear interest at a margin above

rates offered

by certain designated banks in the

London interbank market or

at a margin above the overnight federal

funds rate or prime rates

offered by certain

designated banks in the U.S.

The facility agreement calls for

commitment fees on available,

but unused, amounts.

The agreement also contains early termination

rights if our current directors

or their approved successors

cease to

be a majority of the Board of Directors.

The revolving credit facility supports

our ability to issue up to $

6.0

billion of commercial paper,

which is primarily a

funding source for short-term

working capital needs.

Commercial paper maturities are generally

limited to

days

.

With no commercial paper outstanding

and

no

direct borrowings or letters

of credit, we had access to

$

6.0

billion in available borrowing capacity

under our revolving credit facility

at December 31, 2021.

We had

no

direct borrowings, letters

of credit, and $

million of commercial paper outstanding

as of December 31, 2020.

For information on Finance Leases,

see Note 15

.

The current credit ratings on our

long-term debt are:

●

Fitch: “A” with a “stable” outlook

.

●

S&P: “A-” with a “stable” outlook

.

●

Moody’s: “A3” with a “positive” outlook

.

We do not have any

ratings triggers on any of our corporate

debt that would cause an automatic default,

and

thereby impact our access to liquidity,

upon downgrade of our credit ratings.

If our credit ratings are downgraded

from their current levels, it could

increase the cost of corporate

debt available to us and restrict

our access to the

commercial paper markets.

If our credit rating were to

deteriorate to a level

prohibiting us from accessing the

commercial paper market, we

would still be able to access funds under our revolving

credit facility.

At both December 31, 2021 and 2020, we had $

million of certain variable rate

demand bonds (VRDBs)

outstanding with maturities ranging

through 2035.

The VRDBs are redeemable at the option of the bondholders

on any business day.

If they are ever redeemed, we have

the ability and intent to refinance on

a long-term basis,

therefore, the VRDBs are included

in the “Long-term debt” line on our consolidated balance sheet.

Notes to Consolidated Financial Statements

ConocoPhillips

2021 10-K

Note 10—Guarantees

At December 31, 2021, we were liable for

certain contingent obligations

under various contractual arrangements

as described below.

We recognize a liability,

at inception, for the fair value

of our obligation as a guarantor

for

newly issued or modified guarantees.

Unless the carrying amount of the liability is noted below,

we have not

recognized a liability because the

fair value of the obligation

is immaterial.

In addition, unless otherwise stated, we

are not currently performing with any

significance under the guarantee and expect

future performance to be

either immaterial or have only a remote

chance of occurrence.

APLNG Guarantees

At December 31, 2021, we had outstanding

multiple guarantees in connection with our

37.5

percent ownership

interest in APLNG.

The following is a description of the guarantees

with values calculated utilizing December 2021

exchange rates:

●

During the third quarter of 2016, we issued a guarantee

to facilitate the withdrawal

of our pro-rata

portion of the funds in a project finance reserve account.

We estimate the remaining

term of this

guarantee to be

years.

Our maximum exposure under this guarantee

is approximately $

million and

may become payable if an enforcement

action is commenced by the project finance lenders

against

APLNG.

At December 31, 2021, the carrying value of this

guarantee is approximately

$

million.

●

In conjunction with our original purchase of an ownership

interest in APLNG from Origin Energy

in

October 2008, we agreed to reimburse

Origin Energy for our share of the existing

contingent liability

arising under guarantees of an existing

obligation of APLNG to deliver natural

gas under several sales

agreements.

The final guarantee expires

in the fourth quarter of 2041.

Our maximum potential liability

for future payments, or cost

of volume delivery, under

these guarantees is estimated

to be $

million

($

1.2

billion in the event of intentional

or reckless breach) and would become payable

if APLNG fails to

meet its obligations under these agreements

and the obligations cannot otherwise be mitigated.

Future

payments are considered unlikely,

as the payments, or cost of volume delivery,

would only be triggered if

APLNG does not have enough natural

gas to meet these sales commitments and

if the co-ventures do not

make necessary equity contributions

into APLNG.

●

We have guaranteed

the performance of APLNG with regard

to certain other contracts

executed in

connection with the project’s continued

development.

The guarantees have

remaining terms of

15 to 24

years

or the life of the venture.

Our maximum potential amount of future payments

related to these

guarantees is approximately

$

million and would become payable

if APLNG does not perform.

At

December 31, 2021, the carrying value of these guarantees

was approximately $

million.

Other Guarantees

We have other guarantees

with maximum future potential payment

amounts totaling approximately

$

million,

which consist primarily of guarantees

of the residual value of leased office buildings, guarantees

of the residual

value of corporate aircraft,

and a guarantee for our portion

of a joint venture’s

project finance reserve accounts.

These guarantees have remaining

terms of

one to five years

and would become payable if certain asset

values are

lower than guaranteed amounts

at the end of the lease or contract term, business

conditions decline at

guaranteed entities, or as a result

of nonperformance of contractual

terms by guaranteed parties.

At

December 31, 2021, the carrying value of these guarantees

was approximately $

million.

Indemnifications

Over the years, we have entered

into agreements to sell ownership

interests in certain legal

entities, joint ventures

and assets that gave rise to

qualifying indemnifications.

These agreements include indemnifications for

taxes and

environmental liabilities.

The carrying amount recorded for

these indemnifications at December 31, 2021, was

approximately $

million.

Those related to environmental

issues have terms that are generally

indefinite and the

maximum amounts

of future payments are generally

unlimited.

Although it is reasonably possible future

payments may exceed

amounts recorded, due to

the nature of the indemnifications, it is not possible to

make a

reasonable estimate of the maximum potential

amount of future payments.

See Note 11

for additional

information about environmental

liabilities.

Notes to Consolidated Financial Statements

ConocoPhillips

2021 10-K

Note 11—Contingencies and Commitments

A number of lawsuits involving a variety

of claims arising in the ordinary course of business

have been filed against

ConocoPhillips.

We also may be required

to remove or mitigate

the effects on the environment

of the placement,

storage, disposal or release of

certain chemical, mineral and petroleum

substances at various

active and inactive

sites.

We regularly assess the need for accounting

recognition or disclosure of these contingencies.

In the case of

all known contingencies (other than those related

to income taxes), we accrue

a liability when the loss is probable

and the amount is reasonably estimable.

If a range of amounts can be reasonably

estimated and no amount within

the range is a better estimate

than any other amount, then the low end of the range

is accrued.

We do not reduce

these liabilities for potential insurance

or third-party recoveries.

We accrue receivables for

insurance or other

third-party recoveries when applicable.

With respect to income tax-related

contingencies, we use a cumulative

probability-weighted loss

accrual in cases where sustaining a tax

position is less than certain.

See Note 17

,

for

additional information about income tax

-related contingencies.

Based on currently available information,

we believe it is remote that future

costs related to known

contingent

liability exposures will exceed

current accruals by an amount that

would have a material adverse

impact on our

consolidated financial statements.

As we learn new facts concerning contingencies,

we reassess our position both

with respect to accrued liabilities and other potential

exposures.

Estimates particularly sensitive to future

changes

include contingent liabilities recorded

for environmental

remediation, tax and legal matters.

Estimated future

environmental remediation

costs are subject to change due to

such factors as the uncertain

magnitude of cleanup

costs, the unknown time and extent of such

remedial actions that may be required,

and the determination of our

liability in proportion to that of other responsible

parties.

Estimated future costs

related to tax and legal

matters

are subject to change as events

evolve and as additional information

becomes available during the administrative

and litigation processes.

Environmental

We are subject to international,

federal, state and

local environmental laws

and regulations and record

accruals for

environmental liabilities based on

management’s best estimates

.

These estimates are based on currently

available

facts, existing technology,

and presently enacted laws and regulations,

taking into account stakeholder

and

business considerations.

When measuring environmental liabilities,

we also consider our prior experience in

remediation of contaminated

sites, other companies’ cleanup experience, and data

released by the U.S. EPA

or

other organizations.

We consider unasserted claims in our determination

of environmental liabilities,

and we

accrue them in the period they are both probable and

reasonably estimable.

Although liability of those potentially responsible

for environmental remediation

costs is generally joint and

several for federal

sites and frequently so for other

sites, we are usually only one of many companies

cited at a

particular site.

Due to the joint and several liabilities, we could

be responsible for all cleanup costs related

to any

site at which we have been designated

as a potentially responsible party.

We have been successful to

date in

sharing cleanup costs with other financially sound

companies.

Many of the sites at which we are potentially

responsible are still under investigation

by the EPA or

the agency concerned.

Prior to actual cleanup, those

potentially responsible normally assess the

site conditions, apportion responsibility and determine

the appropriate

remediation.

In some instances, we may have

no liability or may attain a settlement

of liability.

Where it appears

that other potentially responsible parties may

be financially unable to bear their proportional share,

we consider

this inability in estimating our potential liability,

and we adjust our accruals accordingly.

As a result of various

acquisitions in the past, we assumed certain environmental

obligations.

Some of these environmental obligations

are mitigated by indemnifications

made by others for our benefit, and some of the indemnifications

are subject to

dollar limits and time limits.

We are currently participating

in environmental assessments

and cleanups at numerous federal

Superfund and

comparable state and

international sites.

After an assessment of environmental

exposures for cleanup and other

costs, we make accruals on an

undiscounted basis (except

those acquired in a purchase business combination,

which we record on a discounted

basis) for planned investigation

and remediation activities for sites where

it is

probable future costs will be incurred

and these costs can be reasonably estimated.

We have not reduced

these

accruals for possible insurance recoveries.

In the future, we may be involved

in additional environmental

assessments, cleanups and proceedings.

See

Note 8

,

for a summary of our accrued environmental

liabilities.

Notes to Consolidated Financial Statements

ConocoPhillips

2021 10-K

Litigation and Other Contingencies

We are subject to various

lawsuits and claims including but not limited to matters

involving oil and gas royalty

and

severance tax payments,

gas measurement and valuation

methods, contract disputes,

environmental damages,

climate change, personal injury,

and property damage.

Our primary exposures for such matters

relate to alleged

royalty and tax underpayments

on certain federal, state

and privately owned properties,

claims of alleged

environmental contamination

and damages from historic operations

,

and climate change.

We will continue to

defend ourselves vigorously

in these matters.

Our legal organization

applies its knowledge, experience and professional

judgment to the specific characteristics

of our cases, employing a litigation management

process to manage and monitor the legal

proceedings against us.

Our process facilitates the

early evaluation and quantification

of potential exposures in individual cases.

This

process also enables us to track those

cases that have been scheduled for

trial and/or mediation.

Based on

professional judgment and experience

in using these litigation management

tools and available information

about

current developments in all our cases,

our legal organization regularly

assesses the adequacy of current accruals

and determines if adjustment of existing

accruals, or establishment of new accruals, is

required.

We have contingent

liabilities resulting from throughput agreements

with pipeline and processing companies not

associated with financing arrangements.

Under these agreements, we may be required

to provide any such

company with additional funds through

advances and penalties for fees related

to throughput capacity not utilized.

In addition, at December 31, 2021, we had performance

obligations secured by letters

of credit of $

million (issued as direct bank letters of credit)

related to various

purchase commitments for materials,

supplies,

commercial activities and services incident to the ordinary

conduct of business.

In 2007, ConocoPhillips was unable to reach

agreement with respect to the empresa

mixta structure mandated

by

the Venezuelan government’s

Nationalization Decree.

As a result, Venezuela’s

national oil company,

Petróleos de

Venezuela, S.A. (PDVSA),

or its affiliates, directly assumed control

over ConocoPhillips’ interests

in the Petrozuata

and Hamaca heavy oil ventures and

the offshore Corocoro development

project.

In response to this expropriation,

ConocoPhillips initiated international

arbitration on November 2, 2007, with the ICSID.

On September 3, 2013, an

ICSID arbitration tribunal held that Venezuela

unlawfully expropriated ConocoPhillips’

significant oil investments in

June 2007.

On January 17, 2017, the Tribunal reconfirmed

the decision that the expropriation

was unlawful.

In

March 2019, the Tribunal unanimously

ordered the government of Venezuela

to pay ConocoPhillips approximately

$

8.7

billion in compensation for the government’s

unlawful expropriation of the company’s

investments in

Venezuela in 2007.

On August 29, 2019, the ICSID Tribunal

issued a decision rectifying the award and

reducing it

by approximately $

million.

The award now stands at

$

8.5

billion plus interest.

The government of Venezuela

sought annulment of the award,

which automatically stayed

enforcement of the award.

On September 29, 2021,

the ICSID annulment committee lifted the

stay of enforcement

of the award.

The annulment proceedings have

been suspended as a result of Venezuela’s

non-payment of advances

to cover the costs of these proceedings.

In 2014, ConocoPhillips filed a separate

and independent arbitration under the rules

of the ICC against PDVSA

under the contracts that had established

the Petrozuata

and Hamaca projects.

The ICC Tribunal issued

an award in

April 2018, finding that PDVSA owed ConocoPhillips

approximately $

billion under their agreements in connection

with the expropriation of the projects

and other pre-expropriation fiscal

measures.

In August 2018, ConocoPhillips

entered into a settlement with PDVSA to recover the full amount of this ICC award, plus interest through the

payment period, including initial payments totaling approximately $500 million within a period of 90 days from the

time of signing of the settlement agreement. The balance of the settlement is to be paid quarterly over a period of

four and a half years.

Per the settlement, PDVSA recognized

the ICC award as a judgment in various

jurisdictions,

and ConocoPhillips agreed to suspend

its legal enforcement actions.

ConocoPhillips sent notices of default to

PDVSA on October 14 and November 12, 2019, and

to date PDVSA has failed to

cure its breach.

As a result,

ConocoPhillips has resumed legal enforcement

actions.

To date,

ConocoPhillips has received approximately

$

million in connection with the ICC award.

ConocoPhillips has ensured that

the settlement and any actions taken

in

enforcement thereof meet all

appropriate U.S. regulatory

requirements, including those related

to any applicable

sanctions imposed by the U.S. against

Venezuela.

Notes to Consolidated Financial Statements

ConocoPhillips

2021 10-K

In 2016, ConocoPhillips filed a separate

and independent arbitration under the rules

of the ICC against PDVSA

under the contracts that had established

the Corocoro Project.

On August 2, 2019, the ICC Tribunal

awarded

ConocoPhillips approximately

$

million plus interest under the Corocoro

contracts.

ConocoPhillips is seeking

recognition and enforcement

of the award in various jurisdictions.

ConocoPhillips has ensured that all the actions

related to the award meet

all appropriate U.S. regulatory

requirements, including those related

to any applicable

sanctions imposed by the U.S. against

Venezuela.

The Office of Natural Resources

Revenue (ONRR) has conducted audits

of ConocoPhillips’ payment of royalties

on

federal lands and has issued multiple orders

to pay additional royalties

to the federal government.

ConocoPhillips

and the ONRR entered into a settlement

agreement on March 23, 2021, to resolve

the dispute.

All orders and

associated appeals have been withdrawn

with prejudice.

Beginning in 2017, governmental and

other entities in several states

in the U.S. have filed lawsuits against

oil and

gas companies, including ConocoPhillips,

seeking compensatory damages and equitable relief

to abate alleged

climate change impacts.

Additional lawsuits with similar allegations

are expected to be filed.

The amounts

claimed by plaintiffs are unspecified and

the legal and factual issues involved

in these cases are unprecedented.

ConocoPhillips believes these lawsuits are

factually and legally meritless and are

an inappropriate vehicle to

address the challenges associated with climate

change and will vigorously defend

against such lawsuits.

Several Louisiana parishes and the State

of Louisiana have filed

lawsuits under Louisiana’s

State and Local

Coastal Resources Management

Act (SLCRMA) against oil and gas

companies, including ConocoPhillips, seeking

compensatory damages for contamination

and erosion of the Louisiana coastline allegedly

caused by historical oil

and gas operations.

ConocoPhillips entities are defendants

in

of the lawsuits and will vigorously defend

against

them.

Because Plaintiffs’ SLCRMA theories are

unprecedented, there is uncertainty

about these claims (both as to

scope and damages) and we continue to

evaluate our exposure in these lawsuits

.

In October 2020, the Bureau of Safety and

Environmental Enforcement

(BSEE) ordered the prior owners of Outer

Continental Shelf (OCS) Lease P-0166,

including ConocoPhillips, to decommission

the lease facilities, including two

offshore platforms located

near Carpinteria, California.

This order was sent after the current

owner of OCS Lease

P-0166 relinquished the lease and

abandoned the lease platforms and facilities.

BSEE’s order to

ConocoPhillips is

premised on its connection to Phillips Petroleum

Company,

a legacy company of ConocoPhillips,

which held a

historical

percent interest in this

lease and operated these facilities, but

sold its interest approximately

years

ago.

ConocoPhillips continues to evaluate

our exposure in these lawsuits.

On May 10, 2021, ConocoPhillips filed arbitration

under the rules of the Singapore International

Arbitration Centre

(SIAC) against Santos KOTN

Pty Ltd. and Santos Limited for

their failure to timely pay the $

million bonus due

upon FID of the Barossa development project

under the sale and purchase agreement.

Santos KOTN

Pty Ltd. and

Santos Limited have filed a response

and counterclaim, and the arbitration

is underway.

In July 2021, a federal securities class action

was filed against Concho, certain

of Concho’s officers,

and

ConocoPhillips as Concho’s

successor in the United States District Court

for the Southern District of Texas.

On

October 21, 2021, the court issued an order appointing

Utah Retirement Systems

and the Construction Laborers

Pension Trust

for Southern California as lead plaintiffs

(Lead Plaintiffs).

On January 7, 2022, the Lead Plaintiffs filed

their consolidated complaint alleging that

Concho made materially false and misleading

statements regarding

its

business and operations in violation of the federal

securities laws and seeking unspecified damages, attorneys’

fees, costs, equitable/injunctive

relief, and such

other relief that may be deemed appropriate.

We believe the

allegations in the action are without merit, and we

intend to vigorously defend

this litigation.

Long-Term Throughput

Agreements and Take

-or-Pay Agreements

We have certain throughput

agreements and take-or-pay

agreements in support of financing arrangements.

The

agreements typically provide for

natural gas or crude oil transportation

to be used in the ordinary course of

business.

The aggregate amounts of estimated

payments under these various agreements

are: 2022—$

million;

2023—$

million; 2024—$

million; 2025—$

million; 2026—$

million; and 2027 and after—$

million.

Total

payments under the agreements were

$

million in 2021, $

million in 2020 and $

million in 2019.

Notes to Consolidated Financial Statements

ConocoPhillips

2021 10-K

Note 12—Derivative and Financial Instruments

We use futures, forwards,

swaps and options in various markets

to meet our customer needs, capture

market

opportunities, and manage foreign exchange

currency risk.

Commodity Derivative Instruments

Our commodity business primarily consists of natural

gas, crude oil, bitumen, LNG and NGLs.

Commodity derivative instruments

are held at fair value on our consolidated

balance sheet.

Where these balances

have the right of setoff,

they are presented on a net basis.

Related cash flows are recorded

as operating activities

on our consolidated statement

of cash flows.

On our consolidated income statement,

gains and losses are

recognized either on a gross

basis if directly related to our physical

business or a net basis if held for trading.

Gains

and losses related to contracts

that meet and are designated with the NPNS exception

are recognized upon

settlement.

We generally apply this

exception to eligible crude contracts

and certain gas contracts.

We do not

apply hedge accounting for our commodity

derivatives.

The following table presents the gross

fair values of our commodity derivatives,

excluding collateral,

and the line

items where they appear on our consolidated

balance sheet:

Millions of Dollars

2021

2020

Assets

Prepaid expenses and other current

assets

$

1,168

Other assets

Liabilities

Other accruals

1,160

Other liabilities and deferred credits

The gains (losses) from commodity derivatives

incurred, and the line items where they appear on our

consolidated

income statement were:

Millions of Dollars

2021

2020

2019

Sales and other operating revenues

$

(228)

Other income (loss)

Purchased commodities

(118)

On January 15, 2021, we assumed financial derivative instruments

consisting of oil and natural gas

swaps in

connection with the acquisition of Concho.

At the acquisition date, the financial derivative

instruments acquired

were recognized at fair

value as a net liability of $

million with settlement dates under the contracts

through

December 31, 2022.

During 2021, we recognized a loss

on settlement of the contracts for

$

million.

This loss

associated with the acquired financial instruments

is recorded within the “Sales and other operating

revenues” line

on our consolidated income statement.

In connection with the settlement, we issued

a cash payment of $

million during 2021.

Cash settlements related to

the derivative contracts

are presented within “Cash Flows From

Operating Activities” on our consolidated

statement of cash flows.

Notes to Consolidated Financial Statements

ConocoPhillips

2021 10-K

The table below summarizes our material

net exposures resulting from

outstanding commodity derivative

contracts:

Open Position

Long/(Short)

2021

2020

Commodity

Natural gas and power (billions

of cubic feet equivalent)

Fixed price

(20)

Basis

(22)

(10)

Foreign Currency Exchange

Derivatives

We have foreign

currency exchange rate

risk resulting from international

operations.

Our foreign currency

exchange derivative activity

primarily relates to managing our cash

-related foreign currency

exchange rate

exposures, such as firm commitments for

capital programs or local currency

tax payments, dividends and

cash

returns from net investments

in foreign affiliates, and

investments in equity securities.

Our foreign currency exchange

derivative instruments are

held at fair value on our consolidated

balance sheet.

Related cash flows are included

within operating activities on our consolidated

statement of cash flows.

We do

not elect hedge accounting on our foreign

currency exchange derivatives.

The following table presents the gross

fair values of our foreign currency

exchange derivatives,

excluding

collateral, and the line items where

they appear on our consolidated balance

sheet:

Millions of Dollars

2021

2020

Assets

Prepaid expenses and other current

assets

$

Liabilities

Other accruals

The (gains) losses from foreign

currency exchange derivatives

incurred and the line item where they appear

on our consolidated income statement

were:

Millions of Dollars

2021

2020

2019

Foreign currency transaction

(gains) losses

$

(5)

(40)

We had the following net notional

position of outstanding foreign currency

exchange derivatives:

In Millions

Notional Currency

2021

2020

Foreign Currency Exchange

Derivatives

Buy British pound, sell euro

GBP

-

Sell British pound, buy euro

GBP

-

Sell Canadian dollar,

buy U.S. dollar

CAD

-

Buy Canadian dollar,

sell U.S. dollar

CAD

-

Buy Australian dollar,

sell U.S. dollar

AUD

1,850

-

Notes to Consolidated Financial Statements

ConocoPhillips

2021 10-K

At December 31, 2021, we had outstanding foreign currency exchange forward contracts to buy $1.9 billion AUD at

$0.715 AUD against the U.S. dollar in anticipation of our future acquisition of an additional interest in APLNG. At

December 31, 2020, we had outstanding foreign currency exchange forward contracts to sell $0.45 billion CAD at

$0.748 CAD against the U.S. dollar

.

Financial Instruments

We invest in financial

instruments with maturities based on our cash

forecasts for the various

accounts and

currency pools we manage.

The types of financial instruments in which we currently

invest include:

●

Time deposits: Interest bearing deposits

placed with financial institutions for a predetermined

amount of

time.

●

Demand deposits:

Interest bearing deposits placed with financial

institutions.

Deposited funds can be

withdrawn without notice.

●

Commercial paper: Unsecured promissory

notes issued by a corporation, commercial

bank or government

agency purchased at a discount to

mature at par.

●

U.S. government or government

agency obligations: Securities issued by the U.S.

government or U.S.

government agencies.

●

Foreign government obligations:

Securities issued by foreign governments.

●

Corporate bonds:

Unsecured debt securities issued by corporations.

●

Asset-backed securities: Collateralized

debt securities.

The following investments

are carried on our consolidated

balance sheet at cost, plus accrued interest

and the

table reflects remaining maturities

at December 31, 2021 and 2020:

Millions of Dollars

Carrying Amount

Cash and Cash

Equivalents

Short-Term

Investments

Investments and Long-

Term Receivables

2021

2020

2021

2020

2021

2020

Cash

$

Demand Deposits

1,554

1,133

Time Deposits

1 to 90 days

2,363

1,225

2,859

91 to 180 days

Within one year

One year through five years

-

U.S. Government Obligations

1 to 90 days

-

-

$

5,018

2,978

3,320

-

Notes to Consolidated Financial Statements

ConocoPhillips

2021 10-K

The following investments

in debt securities classified as available for

sale are carried at fair value on

our

consolidated balance sheet at December 31, 2021 and

2020:

Millions of Dollars

Carrying Amount

Cash and Cash

Equivalents

Short-Term

Investments

Investments and Long-

Term Receivables

2021

2020

2021

2020

2021

2020

Major Security Type

Corporate Bonds

$

-

Commercial Paper

U.S. Government Obligations

-

-

-

U.S. Government Agency

Obligations

-

Foreign Government Obligations

-

Asset-backed Securities

-

$

Cash and Cash Equivalents and Short-Term

Investments have

remaining maturities within one year.

Investments and Long-Term

Receivables have remaining

maturities that vary from greater

than one year through

eight years.

The following table summarizes the

amortized cost basis and fair value

of investments in debt securities classified

as available for sale at December 31:

Millions of Dollars

Amortized Cost Basis

Fair Value

2021

2020

2021

2020

Major Security Type

Corporate Bonds

$

Commercial Paper

U.S. Government Obligations

U.S. Government Agency Obligations

Foreign Government Obligations

Asset-Backed Securities

$

As of December 31, 2021 and 2020, total unrealized

losses for debt securities classified as available

for sale with

net losses were negligible.

Additionally,

as of December 31, 2021 and 2020, investments in these

debt securities in

an unrealized loss position for which an

allowance for credit losses has not been

recorded were negligible.

For the years

ended December 31, 2021 and 2020, proceeds from sales and

redemptions of investments

in debt

securities classified as available for sale were

$

million and $

million, respectively.

Gross realized gains and

losses included in earnings from those sales and redemptions

were negligible.

The cost of securities sold and

redeemed is determined using the specific identification

method.

Notes to Consolidated Financial Statements

ConocoPhillips

2021 10-K

Credit Risk

Financial instruments potentially exposed

to concentrations of credit

risk consist primarily of cash equivalents,

short-term investments, long-term

investments in debt securities,

OTC derivative contracts

and trade receivables.

Our cash equivalents and short-term

investments are placed

in high-quality commercial paper,

government money

market funds, U.S. government

and government agency obligations,

time deposits with major international banks

and financial institutions, high-quality corporate

bonds, foreign government obligations

and asset-backed

securities.

Our long-term investments in debt

securities are placed in high-quality corporate

bonds, asset-backed

securities, U.S. government and government

agency obligations, foreign

government obligations, and

time

deposits with major international banks

and financial institutions.

The credit risk from our OTC derivative

contracts, such as forwards,

swaps and options, derives from the

counterparty to the transaction.

Individual counterparty exposure is

managed within predetermined credit limits

and includes the use of cash-call margins when appropriate,

thereby reducing the risk of significant

nonperformance.

We also use futures, swaps

and option contracts that have

a negligible credit risk because these

trades are cleared primarily with an

exchange clearinghouse and subject to

mandatory margin requirements until

settled; however,

we are exposed to the credit risk

of those exchange brokers

for receivables arising from

daily

margin cash calls, as well as for cash

deposited to meet initial margin requirements.

Our trade receivables result primarily

from our petroleum operations

and reflect a broad national and

international customer base, which limits

our exposure to concentrations

of credit risk.

The majority of these

receivables have payment

terms of

30 days or less

, and we continually monitor this exposure

and the

creditworthiness of the counterparties.

We may require collateral

to limit the exposure to loss including,

letters of

credit, prepayments and surety

bonds, as well as master netting arrangements

to mitigate credit risk with

counterparties that both buy from and

sell to us, as these agreements permit the amounts

owed by us or owed to

others to be offset against

amounts due to us.

Certain of our derivative instruments contain provisions that require us to post collateral if the derivative exposure

exceeds a threshold amount. We have contracts with fixed threshold amounts and other contracts with variable

threshold amounts that are contingent on our credit rating. The variable threshold amounts typically decline for

lower credit ratings, while both the variable and fixed threshold amounts typically revert to zero if we fall below

investment grade. Cash is the primary collateral in all contracts; however, many also permit us to post letters of

credit as collateral, such as transactions administered through the New York Mercantile Exchange.

The aggregate fair value

of all derivative instruments with such credit

risk-related contingent

features that were in

a liability position on December 31, 2021 and December 31, 2020, was $

million and $

million, respectively.

For these instruments,

no

collateral was posted as

of December 31, 2021 or December 31, 2020.

If our credit

rating had been downgraded below investment

grade on December 31, 2021, we would

have been required to

post $

million of additional collateral, either with cash

or letters of credit.

Note 13—Fair Value

Measurement

We carry a portion of our assets and liabilities at

fair value that are measured at

the reporting date using an exit

price (i.e., the price that would be received to sell an

asset or paid to transfer

a liability) and disclosed according to

the quality of valuation inputs under the fair value

hierarchy.

The classification of an asset or liability is based on the lowest

level of input significant to its fair value.

Those that

are initially classified as Level 3 are subsequently

reported as Level 2 when the fair value derived

from unobservable

inputs is inconsequential to the overall

fair value, or if corroborated

market data becomes available.

Assets and

liabilities initially reported as Level 2 are subsequently

reported as Level 3 if corroborated

market data is no longer

available.

There were no material transfers

into or out of Level 3 during 2021 or 2020.

Notes to Consolidated Financial Statements

ConocoPhillips

2021 10-K

Recurring Fair Value

Measurement

Financial assets and liabilities reported at fair

value on a recurring basis primarily include our investment

in CVE

common shares, our investment

s

in debt securities classified as available for

sale, and commodity derivatives.

●

Level 1 derivative assets and

liabilities primarily represent exchange

-traded futures and options that

are

valued using unadjusted prices available

from the underlying exchange.

Level 1 also includes our investment

in common shares of CVE, which is valued using

quotes for shares on the NYSE, and

our investments in U.S.

government obligations classified

as available for sale debt securities,

which are valued using exchange

prices.

●

Level 2 derivative assets and

liabilities primarily represent OTC

swaps, options and forward

purchase and sale

contracts that are valued

using adjusted exchange prices,

prices provided by brokers

or pricing service

companies that are all corroborated

by market data.

Level 2 also includes our investments

in debt securities

classified as available for sale including

investments in corporate

bonds, commercial paper,

asset-backed

securities, U.S. government agency obligations

and foreign government obligations

that are valued using

pricing provided by brokers

or pricing service companies that are corroborated

with market data.

●

Level 3 derivative assets and

liabilities consist of OTC swaps,

options and forward purchase and

sale contracts

where a significant portion of fair value

is calculated from underlying market

data that is not readily available.

The derived value uses industry standard

methodologies that may consider the historical

relationships among

various commodities, modeled market

prices, time value, volatility factors

and other relevant economic

measures.

The use of these inputs results in management’s

best estimate of fair value.

Level 3 activity was

not material for all periods presented.

The following table summarizes the

fair value hierarchy

for gross financial assets and liabilities (i.e., unadjusted

where the right of setoff exists

for commodity derivatives accounted

for at fair value on a recurring

basis):

Millions of Dollars

December 31, 2021

December 31, 2020

Level 1

Level 2

Level 3

Total

Level 1

Level 2

Level 3

Total

Assets

Investment in Cenovus Energy

$

1,117

-

-

1,117

1,256

-

-

1,256

Investments in debt securities

-

-

Commodity derivatives

1,243

Total

assets

$

1,681

1,096

2,839

1,415

2,029

Liabilities

Commodity derivatives

$

1,223

Total

liabilities

$

1,223

Notes to Consolidated Financial Statements

ConocoPhillips

2021 10-K

The following table summarizes those

commodity derivative balances subject to

the right of setoff as

presented on our consolidated

balance sheet.

We have elected to

offset the recognized fair

value amounts for

multiple derivative instruments

executed with the same counterparty

in our financial statements when a legal

right of setoff exists.

Millions of Dollars

Amounts Subject to Right of Setoff

Gross

Amounts Not

Gross

Net

Amounts

Subject to

Gross

Amounts

Amounts

Cash

Net

Recognized

Right of Setoff

Amounts

Offset

Presented

Collateral

Amounts

December 31, 2021

Assets

$

1,243

1,158

-

Liabilities

1,223

1,141

December 31, 2020

Assets

$

Liabilities

At December 31, 2021 and December 31, 2020, we did not present

any amounts gross on our consolidated

balance sheet where we had the right of setoff.

Non-Recurring Fair Value

Measurement

The following table summarizes the

fair value hierarchy

by major category and date of remeasurement

for assets

accounted for at fair value

on a non-recurring basis:

Millions of Dollars

Fair Value Measurements

Using

Fair Value

Level 1

Inputs

Level 2

Inputs

Level 3

Inputs

Before-Tax

Loss

Year ended

December 31, 2021

Net PP&E (held for use)

December 31, 2021

$

-

-

Equity Method Investments

December 31, 2021

5,574

-

5,574

-

Year ended December 31,

2020

Net PP&E (held for use)

March 31, 2020

$

-

-

December 31, 2020

-

-

Net PP&E (held for use)

During 2021 and 2020, the estimated fair value

of certain noncore assets included

in our Lower 48 segment

declined to amounts below the carrying values.

The carrying values were written down

to fair value.

The fair

values were estimated based

on internal discounted cash

flow models using the following estimated assumptions:

estimated future production,

an outlook of future prices from a combination

of exchanges (short-term) coupled

with pricing service companies and our internal outlook

(long-term), future operating costs

and capital

expenditures, and a discount rate

believed to be consistent with

those used by principal market participants.

The

range and arithmetic average

of significant unobservable inputs used in the Level

3 fair value measurements for

significant assets were as follows:

Notes to Consolidated Financial Statements

ConocoPhillips

2021 10-K

Fair Value

(Millions of

Dollars)

Valuation

Technique

Unobservable Inputs

Range

(Arithmetic Average)

December 31, 2021

Lower 48 Gulf Coast and

Rockies noncore field

$

Discounted

cash flow

Commodity production

(MBOED)

0.2

-

(

5.4

)

Commodity price outlook*

($/BOE)

$

41.45

- $

93.68

($

64.39

)

Discount rate**

7.3

%

-

9.7

% (

8.7

%)

*Commodity price outlook based on a combination of external

pricing service companies' and our internal

outlook for years 2024-2050; future prices escalated

at

2.0

% annually after year 2050.

**Determined as the weighted average cost

of capital of a group of peer companies,

adjusted for risks where appropriate.

Fair Value

(Millions of

Dollars)

Valuation

Technique

Unobservable Inputs

Range

(Arithmetic Average)

March 31, 2020

Wind River Basin

$

Discounted

cash flow

Natural gas production

(MMCFD)

8.4

-

55.2

(

22.9

)

Natural gas price outlook*

($/MMBTU)

$

2.67

- $

9.17

($

5.68

)

Discount rate**

7.9

% -

9.1

% (

8.3

%)

*Henry Hub natural gas price outlook based on a combination

of external pricing service companies' outlooks

for years 2022-2034; future prices escalated

at

2.2

%

annually after year 2034.

**Determined as the weighted average cost

of capital of a group of peer companies,

adjusted for risks where appropriate.

Fair Value

(Millions of

Dollars)

Valuation

Technique

Unobservable Inputs

Range

(Arithmetic Average)

December 31, 2020

Central Basin Platform

$

Discounted

cash flow

Commodity production

(MBOED)

0.5

-

12.7

(

3.4

)

Commodity price outlook*

($/BOE)

$

37.35

- $

115.29

($

73.80

)

Discount rate**

6.8

% -

7.7

% (

7.4

%)

*Commodity price outlook based on a combination of external

pricing service companies' and our internal

outlook for years 2023-2050; future prices escalated

at

2.0

% annually after year 2050.

**Determined as the weighted average cost

of capital of a group of peer companies,

adjusted for risks where appropriate.

Equity Method Investments

During the fourth quarter of 2021, Origin Energy Limited

agreed to the sale of

percent of their interest in

APLNG

for $

1.645

billion, before customary

adjustments.

ConocoPhillips announced in December 2021 that we were

exercising our preemption

right under the APLNG Shareholders Agreement

to purchase an additional 10 percent

shareholding interest in APLNG, subject

to government approvals.

The sales price associated with this preemption

right was determined to reflect

a relevant observable market

participant view of APLNG’s

fair value which was

below the carrying value of our existing

investment in APLNG.

As such, our investment in APLNG was

written

down to its fair value of $

5,574

million, resulting in a before-tax

charge of $

million.

See Note 4

and

Note 7

.

Notes to Consolidated Financial Statements

ConocoPhillips

2021 10-K

Reported Fair Values

of Financial Instruments

We used the following methods

and assumptions to estimate the fair value

of financial instruments:

●

Cash and cash equivalents and short-term investments:

The carrying amount reported on the balance

sheet approximates fair

value.

For those investments classified as

available for sale debt securities,

the

carrying amount reported on the balance sheet

is fair value.

●

Accounts and notes receivable (including

long-term and related parties): The carrying

amount reported on

the balance sheet approximates

fair value.

The valuation technique and methods

used to estimate the

fair value of the current portion of fixed

-rate related party

loans is consistent with Loans and advances—

related parties.

●

Investment in Cenovus Energy:

See Note 5

for a discussion of the carrying value and fair

value of our

investment in CVE common shares.

●

Investments in debt securities classified

as available for sale: The fair value

of investments in debt

securities categorized as Level

1 in the fair value hierarchy

is measured using exchange prices.

The fair

value of investments in debt

securities categorized as Level 2 in

the fair value hierarchy

is measured using

pricing provided by brokers

or pricing service companies that are corroborate

d

with market data.

See

Note

12

.

●

Loans and advances—related parties: The carrying

amount of floating-rate loans

approximates fair value.

The fair value of fixed-rate

loan activity is measured using market

observable data and is categorized

as

Level 2 in the fair value hierarchy.

See Note

4

.

●

Accounts payable (including related

parties) and floating-rate debt:

The carrying amount of accounts

payable and floating-rate

debt reported on the balance sheet approximates

fair value.

●

Fixed-rate debt: The estimated

fair value of fixed-rate

debt is measured using prices available from

a

pricing service that is corroborated

by market data; therefore,

these liabilities are categorized

as Level 2 in

the fair value hierarchy.

●

Commercial paper: The carrying amount of our commercial

paper instruments approximates

fair value

and is reported on the balance sheet as short-term

debt

.

The following table summarizes the

net fair value of financial instruments

(i.e., adjusted where the right of setoff

exists for commodity derivatives):

Millions of Dollars

Carrying Amount

Fair Value

2021

2020

2021

2020

Financial assets

Investment in CVE common shares

$

1,117

1,256

1,117

1,256

Commodity derivatives

Investments in debt securities

Loans and advances—related parties

Financial liabilities

Total

debt, excluding finance leases

18,673

14,478

22,451

19,106

Commodity derivatives

Commodity Derivatives

At December 31, 2021, commodity derivative

assets and liabilities are presented net with

no

obligation to return

cash collateral and $

million of rights to reclaim cash collateral,

respectively.

At December 31, 2020, commodity

derivative assets and liabilities are presented

net with $

million in obligations to return

cash collateral and

$

million of rights to reclaim cash collateral,

respectively.

Notes to Consolidated Financial Statements

ConocoPhillips

2021 10-K

Note 14—Equity

Common Stock

The changes in our shares of common stock,

as categorized in the equity section

of the balance sheet, were:

Shares

2021

2020

2019

Issued

Beginning of year

1,798,844,267

1,795,652,203

1,791,637,434

Acquisition of Concho

285,928,872

-

-

Distributed under benefit plans

6,789,608

3,192,064

4,014,769

End of year

2,091,562,747

1,798,844,267

1,795,652,203

Held in Treasury

Beginning of year

730,802,089

710,783,814

653,288,213

Repurchase of common stock

58,517,786

20,018,275

57,495,601

End of year

789,319,875

730,802,089

710,783,814

Preferred Stock

We have authorized

million shares of preferred

stock, par value $

0.01

per share,

none

of which was issued or

outstanding at December 31, 2021 or 2020.

Noncontrolling Interests

In the second quarter of 2020, we completed the divestiture

of our subsidiaries that held our Australia

-West assets

and operations.

These assets included the Darwin LNG and Bayu-Darwin Pipeline operating

joint ventures in which

there was a noncontrolling interest.

As a result, as of December 31, 2021 and 2020, we had no

noncontrolling

interests.

Repurchase of Common Stock

In late 2016, we initiated our current

share repurchase program,

which has a current total program

authorization

of $

billion of our common stock.

In May 2021, we began a paced monetization

of our CVE common shares, the

proceeds of which have been applied to

share repurchases.

Share repurchases since inception of our current

program totaled

million shares at a cost of $

billion through the end of December 2021.

Note 15—Non-Mineral Leases

The company primarily leases office buildings

and drilling equipment, as well as ocean transport

vessels, tugboats,

corporate aircraft,

and other facilities and equipment.

Certain leases include escalation clauses for

adjusting rental

payments to reflect changes in

price indices and other leases include payment provisions

that vary based on the

nature of usage of the leased asset.

Additionally, the company

has executed certain leases that

provide it with the

option to extend or renew the term of

the lease, terminate the lease prior to the end

of the lease term, or

purchase the leased asset as of the end of the lease term.

In other cases, the company has executed

lease

agreements that require it to

guarantee the residual value

of certain leased office buildings.

For additional

information about guarantees,

see Note 10

.

There are no significant restrictions

imposed on us by the lease

agreements with regard to

dividends, asset dispositions or borrowing ability.

Notes to Consolidated Financial Statements

ConocoPhillips

2021 10-K

Certain arrangements may

contain both lease and non-lease components

and we determine if an arrangement

is

or contains a lease at contract

inception.

We adopted the provisions

of FASB ASU No. 2016-02, “Leases” (ASC

Topic 842) and

its amendments, beginning January 1, 2019.

This ASU superseded the requirements in

FASB ASC

Topic 840 “Leases”

(ASC Topic

840).

Only the lease components of these contractual

arrangements are subject to

the provisions of ASC Topic

842, and any non-lease components

are subject to other applicable accounting

guidance; however,

we have elected to adopt

the optional practical expedient not to

separate lease components

apart from non-lease components for

accounting purposes.

This policy election has been adopted for each of the

company’s leased asset

classes existing as of the effective date

and subject to the transition provisions

of ASC

Topic 842 and will be applied

to all new or modified leases executed on

or after January 1, 2019.

For contractual

arrangements executed

in subsequent periods involving

a new leased asset class, the company will determine

at

contract inception whether it will apply

the optional practical expedient to

the new leased asset class.

Leases are evaluated for classification

as operating or finance leases at the commencement

date of the lease and

right-of-use assets and corresponding

liabilities are recognized on our

consolidated balance sheet based on the

present value of future lease payments

relating to the use of the underlying asset during the lease term.

Future

lease payments include variable lease payments

that depend upon an index or rate

using the index or rate at the

commencement date and probable

amounts owed under residual value

guarantees.

The amount of future lease

payments may be increased to

include additional payments related

to lease extension, termination,

and/or

purchase options when the company has

determined, at or subsequent to lease commencement,

generally due to

limited asset availability or operating

commitments, it is reasonably certain

of exercising such options.

We use our

incremental borrowing rate

as the discount rate in

determining the present value of future

lease payments, unless

the interest rate implicit in

the lease arrangement is readily

determinable.

Lease payments that vary

subsequent

to the commencement date based on future

usage levels, the nature of leased asset activities,

or certain other

contingencies are not included in the measurement

of lease right-of-use assets and corresponding

liabilities.

We

have elected not to record

assets and liabilities on our consolidated balance

sheet for lease arrangements with

terms of 12 months or less.

We often enter into

leasing arrangements acting in the capacity as

operator for and/or

on behalf of certain oil and

gas joint ventures of undivided interests.

If the lease arrangement can be legally enforced

only against us as

operator and there is no separate

arrangement to sublease the underlying

leased asset to our coventurers,

we

recognize at lease commencement

a right-of-use asset and corresponding

lease liability on our consolidated

balance sheet on a gross basis.

While we record lease costs on a

gross basis in our consolidated income statement

and statement of cash flows,

such costs are offset by the reimbursement

we receive from our coventurers

for their

share of the lease cost as the underlying leased asset

is utilized in joint venture activities.

As a result, lease cost is

presented in our consolidated

income statement and statement

of cash flows on a proportional basis.

If we are a

nonoperating coventurer,

we recognize a right-of-use asset and

corresponding lease liability only if we were a

specified contractual party to the lease arrangement

and the arrangement could be legally

enforced against us.

In

this circumstance, we would recogni

ze both the right-of-use asset

and corresponding lease liability on our

consolidated balance sheet on a proportional

basis consistent with our undivided interest

ownership in the related

joint venture.

The company has historically recorded

certain finance leases executed

by investee companies

accounted for under

the proportionate consolidation

method of accounting on its consolidated

balance sheet on a proportional basis

consistent with its ownership

interest in the investee

company.

In addition, the company has historically

recorded

finance lease assets and liabilities associated with certain

oil and gas joint ventures on a proportional

basis

pursuant to accounting guidance applicable

prior to January 1, 2019.

In accordance with the transition

provisions

of ASC Topic 842, and

since we have elected to adopt

the package of optional transition-related

practical

expedients, the historical accounting

treatment for these leases has been carried

forward and is subject to

reconsideration upon the modification

or other required reassessment

of the arrangements prior to lease term

expiration.

Notes to Consolidated Financial Statements

ConocoPhillips

2021 10-K

The following table summarizes the

right-of-use assets and lease liabilities for both

the operating and finance

leases on our consolidated balance sheet as of December 31:

Millions of Dollars

2021

2020

Operating

Leases

Finance

Leases

Operating

Leases

Finance

Leases

Right-of-Use Assets

Properties, plants and equipment

Gross

$

1,812

1,375

Accumulated DD&A

(857)

(721)

Net PP&E

Prepaid expenses and other current

assets

$

Other assets

Lease Liabilities

Short-term debt

**

$

Other accruals

Long-term debt


Other liabilities and deferred credits

Total

lease liabilities

$

1,261

Includes proportionately consolidated finance lease assets of $

million at December 31, 2021 and $

million at December 31, 2020.

**

Includes proportionately consolidated finance lease liabilities of $

million at December 31, 2021 and $

million at December 31, 2020.


Includes proportionately consolidated finance lease liabilities of $

million at December 31, 2021 and $

million at December 31,

The following table summarizes our

lease costs:

Millions of Dollars

2021

2020

2019

Lease Cost

Operating lease cost

$

Finance lease cost

Amortization of right-of-use assets

Interest on lease liabilities

Short-term lease cost

**

Total

lease cost


$

The amounts presented in the table above have not been adjusted to reflect amounts recovered or reimbursed from oil and gas

coventurers.

**

Short-term leases are not recorded on our consolidated balance sheet.

*** Variable lease cost and sublease income are immaterial for the periods presented and therefore are not included in the table above

.

Notes to Consolidated Financial Statements

ConocoPhillips

2021 10-K

The following table summarizes the

lease terms and discount rates

as of December 31:

2021

2020

Lease Term

and Discount Rate

Weighted-average

term (years)

Operating leases

5.97

6.11

Finance leases

7.49

7.12

Weighted-average

discount rate (percent)

Operating leases

2.66

2.78

Finance leases

3.24

4.27

The following table summarizes other

lease information:

Millions of Dollars

2021

2020

2019

Other Information

Cash paid for amounts included in the measurement

of lease liabilities

Operating cash flows from operating

leases

$

Operating cash flows from finance

leases

Financing cash flows from finance leases

Right-of-use assets obtained

in exchange for operating

lease liabilities

$

Right-of-use assets obtained

in exchange for finance lease liabilities

*The amounts presented in the table above have not been adjusted to reflect amounts recovered or reimbursed from oil and gas coventurers.

In addition, pursuant to other applicable accounting guidance, lease payments made in connection with preparing another asset for its

intended use are reported in the "Cash Flows From Investing Activities" section of our consolidated statement of cash flows.

The following table summarizes future

lease payments for operating

and finance leases at December 31, 2021:

Millions of Dollars

Operating

Leases

Finance

Leases

Maturity of Lease Liabilities

2022

$

2023

2024

2025

2026

Remaining years

Total

1,450

Less: portion representing imputed

interest

(62)

(189)

Total

lease liabilities

$

1,261

*Future lease payments for operating and finance leases commencing on or after January 1, 2019, also include payments related to non-lease

components in accordance with our election to adopt the optional practical expedient not to separate lease components apart from non-lease

components for accounting purposes.

In addition, future payments related to operating and finance leases proportionately consolidated by the

company have been included in the table on a proportionate basis consistent with our respective ownership interest in the underlying investee

company or oil and gas venture.

Notes to Consolidated Financial Statements

ConocoPhillips

2021 10-K

Note 16—Employee Benefit Plans

Pension and Postretirement

Plans

An analysis of the projected benefit obligations

for our pension plans and accumulated benefit obligations

for

our postretirement health and life

insurance plans follows:

Millions of Dollars

Pension Benefits

Other Benefits

2021

2020

2021

2020

U.S.

Int’l.

U.S.

Int’l.

Change in Benefit Obligation

Benefit obligation at January 1

$

2,548

4,403

2,319

3,880

Service cost

Interest cost

Plan participant contributions

-

-

-

Plan amendments

-

-

-

-

(30)

Actuarial (gain) loss

(117)

(176)

(16)

Benefits paid

(654)

(162)

(241)

(151)

(40)

(49)

Curtailment

-

-

-

Recognition of termination benefits

-

-

-

-

Foreign currency exchange

rate change

-

(81)

-

-

-

Benefit obligation at December 31

$

1,924

4,124

2,548

4,403

*Accumulated benefit obligation portion of above at

December 31:

$

1,793

3,658

2,359

4,095

Change in Fair Value

of Plan Assets

Fair value of plan assets at January

$

1,770

4,793

1,591

4,306

-

-

Actual return on plan assets

-

-

Company contributions

Plan participant contributions

-

-

Benefits paid

(654)

(162)

(241)

(151)

(40)

(49)

Foreign currency exchange

rate change

-

(86)

-

-

-

Fair value of plan assets at December 31

$

1,664

4,812

1,770

4,793

-

-

Funded Status

$

(260)

(778)

(137)

(170)

Notes to Consolidated Financial Statements

ConocoPhillips

2021 10-K

Millions of Dollars

Pension Benefits

Other Benefits

2021

2020

2021

2020

U.S.

Int’l.

U.S.

Int’l.

Amounts Recognized in the

Consolidated Balance Sheet at

December 31

Noncurrent assets

$

-

-

-

Current liabilities

(29)

(15)

(56)

(11)

(34)

(39)

Noncurrent liabilities

(232)

(288)

(722)

(345)

(103)

(131)

Total

recognized

$

(260)

(778)

(137)

(170)

Weighted-Average

Assumptions Used to

Determine Benefit Obligations at

December 31

Discount rate

2.80

%

2.15

2.30

1.80

2.65

2.15

Rate of compensation increase

4.00

3.40

4.00

3.10

Interest crediting rate

for applicable benefits

2.50

2.10

Weighted-Average

Assumptions Used to

Determine Net Periodic Benefit Cost

for

Years Ended

December 31

Discount rate

2.60

%

1.80

3.05

2.35

2.35

3.10

Expected return on plan assets

5.20

2.50

5.80

3.60

Rate of compensation increase

4.00

3.40

4.00

3.35

Interest crediting rate

for applicable benefits

2.10

4.10

For both U.S. and international pension

plans, the overall expected long-term

rate of return is developed

from the

expected future return of each asset

class, weighted by the expected allocation

of pension assets to that asset

class.

We rely on a variety of independent

market forecasts

in developing the expected rate

of return for each

class of assets.

During 2021, the actuarial gains related

to the benefit obligations for

U.S. and international plans were primarily

related to an increase in the discount

rates.

During 2020 and 2019, the actuarial losses related to

the benefit

obligations for U.S. and international

plans were primarily related to a decrease

in the discount rates.

Notes to Consolidated Financial Statements

ConocoPhillips

2021 10-K

The following tables summarize information

related to the Company's

pension plans with projected and

accumulated benefit obligations

in excess of the fair value of the plans'

assets:

Millions of Dollars

Pension Benefits

2021

2020

U.S.

Int’l.

U.S.

Int’l.

Pension Plans with Projected Benefit Obligation

in

Excess of Plan Assets

Projected benefit obligation

$

2,548

Fair value of plan assets

-

1,770

Pension Plans with Accumulated Benefit

Obligation in

Excess of Plan Assets

Accumulated benefit obligation

$

2,359

Fair value of plan assets

-

1,770

Included in accumulated other comprehensive

income (loss) at December 31 were the following

before-tax

amounts that had not been recognized

in net periodic benefit cost:

Millions of Dollars

Pension Benefits

Other Benefits

2021

2020

2021

2020

U.S.

Int’l.

U.S.

Int’l.

Unrecognized net actuarial loss

(gain)

$

(1)

Unrecognized prior service cost

(credit)

-

-

-

(145)

(182)

Millions of Dollars

Pension Benefits

Other Benefits

2021

2020

2021

2020

U.S.

Int’l.

U.S.

Int’l.

Sources of Change in Other

Comprehensive Income (Loss)

Net gain (loss) arising during the period

$

(83)

(120)

(7)

Amortization of actuarial loss included

in income (loss)*

-

Net change during the period

$

(99)

(6)

Prior service credit (cost) arising during the

period

$

-

-

-

(1)

-

Amortization of prior service (credit)

included in income (loss)

-

(1)

-

(1)

(37)

(31)

Net change during the period

$

-

(1)

-

(2)

(37)

(1)

*Includes settlement (gains) losses recognized in 2021 and 2020.

Notes to Consolidated Financial Statements

ConocoPhillips

2021 10-K

The components of net periodic benefit cost of all defined

benefit plans are presented in the following

table:

Millions of Dollars

Pension Benefits

Other Benefits

2021

2020

2019

2021

2020

2019

U.S.

Int’l.

U.S.

Int’l.

U.S.

Int’l.

Components of Net

Periodic Benefit Cost

Service cost

$

Interest cost

Expected return on plan

assets

(80)

(120)

(85)

(145)

(74)

(138)

-

-

-

Amortization of prior

service credit

-

(1)

-

(1)

-

(2)

(37)

(31)

(33)

Recognized net actuarial

loss (gain)

-

(2)

Settlements loss (gain)

-

(1)

-

-

-

-

Curtailment loss

-

-

-

-

-

-

-

-

Net periodic benefit cost

$

(31)

(22)

(26)

The components of net periodic benefit cost,

other than the service cost component, are included

in the “Other

expenses” line item on our consolidated

income statement.

We recognized pension

settlement losses of $

million in 2021, $

million in 2020, and $

million in 2019 as

lump-sum benefit payments from certain

U.S. and international pension

plans exceeded the sum of service and

interest costs for

those plans and led to recognition of settlement

losses.

In determining net pension and other postretirement

benefit costs, we amortize

prior service costs on a straight-

line basis over the average

remaining service period of employees expected to

receive benefits under the plan.

For

net actuarial gains and losses, we amortize

percent of the unamortized balance each year.

We have multiple non-pension

postretirement benefit plans

for health and life insurance.

The health care plans

are contributory and subject to various

cost sharing features, with participant

and company contributions adjusted

annually; the life insurance plans

are noncontributory.

The measurement of the U.S. pre-65 retiree

medical

accumulated postretirement

benefit obligation assumes a health care

cost trend rate of

6.5

percent in 2022 that

declines to

percent by 2028.

The measurement of the U.S. post-65

retiree medical accumulated

postretirement

benefit obligation assumes a health care

cost trend rate of

4.25

percent in 2022 that increases to

percent by

Notes to Consolidated Financial Statements

ConocoPhillips

2021 10-K

Plan Assets

We follow a policy of broadly

diversifying pension plan assets across asset

classes and individual holdings.

As a

result, our plan assets have no significant

concentrations of credit risk.

Asset classes that are considered

appropriate include U.S. equities,

non-U.S. equities, U.S. fixed

income, non-U.S. fixed income, real

estate and

private equity investments.

Plan fiduciaries may consider and add other asset classes to

the investment program

from time to time.

The target allocations for

plan assets are

percent equity securities,

percent debt

securities,

percent real estate

and

percent other.

Generally,

the plan investments are publicly

traded,

therefore minimizing liquidity risk

in the portfolio.

The following is a description of the valuation

methodologies used for the pension plan assets.

There have been

no changes in the methodologies used at December 31, 2021 and

●

Fair values of equity securities and government

debt securities categorized in Level

1 are primarily based

on quoted market prices in active

markets for identical assets

and liabilities.

●

Fair values of corporate

debt securities, agency and mortgage-backed

securities and government debt

securities categorized in Level

2 are estimated using recently

executed transactions

and quoted market

prices for similar assets and liabilities in active markets

and for identical assets and liabilities in markets

that are not active.

If there have been no market transactions

in a particular fixed income security,

its fair

value is calculated by pricing models that

benchmark the security against other securities with actual

market prices.

When observable quoted market

prices are not available, fair

value is based on pricing

models that use something other than actual market

prices (e.g., observable inputs such as benchmark

yields, reported trades and issuer spreads

for similar securities), and these securities are categorized

in

Level 3 of the fair value hierarchy.

●

Fair values of investments

in common/collective trusts are

determined by the issuer of each fund based

on the fair value of the underlying assets.

●

Fair values of mutual funds are based

on quoted market prices, which represent

the net asset value of

shares held.

●

Time deposits are valued at cost,

which approximates fair value.

●

Cash is valued at cost, which approximates

fair value.

Fair values of international

cash equivalents

categorized in Level 2 are

valued using observable yield curves, discounting

and interest rates.

U.S. cash

balances held in the form of short-term fund units

that are redeemable at the measurement

date are

categorized as Level 2.

●

Fair values of exchange

-traded derivatives classified

in Level 1 are based on quoted market

prices.

For

other derivatives classified in Level 2, the values

are generally calculated from

pricing models with market

input parameters from third

-party sources.

●

Fair values of insurance contracts

are valued at the present value

of the future benefit payments owed

by

the insurance company to

the plans’ participants.

●

Fair values of real estate

investments are valued

using real estate valuation

techniques and other

methods that include reference

to third-party sources and sales comparables

where available.

●

A portion of U.S. pension plan assets is held as a participating interest

in an insurance annuity contract,

which is calculated as the market

value of investments held under

this contract, less the accumulated

benefit obligation covered by

the contract.

The participating interest is classified as

Level 3 in the fair

value hierarchy as

the fair value is determined via a combination

of quoted market prices, recently

executed transactions,

and an actuarial present value computation

for contract obligations.

At

December 31, 2021, the participating interest

in the annuity contract was valued

at $

million and

consisted of $

million in debt securities, less $

million for the accumulated benefit obligation

covered by the contract.

At December 31, 2020, the participating interest

in the annuity contract was

valued at $

million and consisted of $

million in debt securities, less $

million for the

accumulated benefit obligation

covered by the contract.

The participating interest is not available

for

meeting general pension benefit obligations

in the near term.

No future company contributions

are

required and no new benefits are being accrued under

this insurance annuity contract.

Notes to Consolidated Financial Statements

ConocoPhillips

2021 10-K

The fair values of our pension plan assets at

December 31, by asset class were as follows:

Millions of Dollars

U.S.

International

Level 1

Level 2

Level 3

Total

Level 1

Level 2

Level 3

Total

2021

Equity securities

U.S.

$

-

-

-

-

-

International

-

-

-

-

-

-

Mutual funds

-

-

-

Debt securities

Corporate

-

-

-

-

-

-

Mutual funds

-

-

-

-

-

-

Cash and cash equivalents

-

-

-

-

-

-

Real estate

-

-

-

-

-

-

Total in fair

value hierarchy

$

1,375

Investments measured at net asset value*

Equity securities

Common/collective trusts

$

Debt securities

Common/collective trusts

1,073

3,015

Cash and cash equivalents

-

Real estate

Total**

$

1,580

4,808

*In accordance with FASB ASC Topic 715, “Compensation—Retirement Benefits,”

certain investments that are to be measured at fair value

using the net asset value per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy.

The fair value

amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Change in

Fair Value of Plan Assets.

**Excludes the participating interest in the insurance annuity contract with a net asset of $

million and net receivables related to security

transactions of $

million.

Notes to Consolidated Financial Statements

ConocoPhillips

2021 10-K

The fair values of our pension plan assets at

December 31, by asset class were as follows:

Millions of Dollars

U.S.

International

Level 1

Level 2

Level 3

Total

Level 1

Level 2

Level 3

Total

2020

Equity securities

U.S.

$

-

-

-

-

-

International

-

-

-

-

-

-

Mutual funds

-

-

-

Debt securities

Corporate

-

-

-

-

-

-

Mutual funds

-

-

-

-

-

-

Cash and cash equivalents

-

-

-

-

-

-

Derivatives

-

-

-

-

-

-

Real estate

-

-

-

-

-

-

Total in fair

value hierarchy

$

1,296

Investments measured at net asset value*

Equity securities

Common/collective trusts

$

Debt securities

Common/collective trusts

3,007

Cash and cash equivalents

-

Real estate

Total**

$

1,675

4,787

*In accordance with FASB ASC Topic 715, “Compensation—Retirement Benefits,”

certain investments that are to be measured at fair value

using the net asset value per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy.

The fair value

amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Change in

Fair Value of Plan Assets.

**Excludes the participating interest in the insurance annuity contract with a net asset of $

million and net receivables related to security

transactions of $

million.

Level 3 activity was not material for all periods.

Our funding policy for U.S. plans is to contribute

at least the minimum required by the Employee

Retirement

Income Security Act of 1974 and the Internal Revenue

Code of 1986, as amended.

Contributions to foreign plans

are dependent upon local laws and tax

regulations.

In 2022, we expect to contribute

approximately $

million

to our domestic qualified and nonqualified pension

and postretirement benefit plans

and $

million to our

international qualified and nonqualified pension and

postretirement benefit plans.

Notes to Consolidated Financial Statements

ConocoPhillips

2021 10-K

The following benefit payments,

which are exclusive of amounts

to be paid from the insurance annuity contract

and which reflect expected future

service, as appropriate, are expected

to be paid:

Millions of Dollars

Pension

Other

Benefits

Benefits

U.S.

Int’l.

2022

$

2023

2024

2025

2026

2027–2031

The following table summarizes our

severance accrual activity:

Millions of Dollars

2021

2020

2019

Balance at January 1

$

Accruals

(1)

Benefit payments

(116)

(13)

(24)

Balance at December 31

$

Accruals include severance costs

associated with our company-wide restructuring

program.

Of the remaining

balance at December 31, 2021, $

million is classified as short-term.

Defined Contribution Plans

Most U.S. employees are eligible

to participate in the ConocoPhillips Savings

Plan (CPSP).

Employees can deposit

up to

percent of their eligible pay,

subject to statutory limits, in the CPSP to a choice of

investment options.

Employees who participate in the CPSP and contribute

percent of their eligible pay receive

a

percent company

cash match with a potential company

discretionary cash contribution of up

to

percent.

Effective January 1, 2019,

new employees, rehires, and employees

that elected to opt out of Title II of the ConocoPhillips

Retirement Plan are

eligible to receive a Company Retirement

Contribution (CRC) of

percent of eligible pay into

their CPSP.

After

three years

of service with the company,

the employee is

percent vested in any

CRC.

Company contributions

charged to expense for the CPSP and

predecessor plans were $

million in 2021, $

million in 2020, and $

million in 2019.

We have several

defined contribution plans for our

international employees, each with its own

terms and eligibility

depending on location.

Total

compensation expense recognized

for these international plans was

approximately

$

million in 2021, $

million in 2020, and $

million in 2019.

Share-Based Compensation Plans

The 2014 Omnibus Stock and Performance Incentive

Plan of ConocoPhillips (the Plan) was approved

by

shareholders in May 2014, replacing

similar prior plans and providing that no new awards

shall be granted under

the prior plans.

Over its

-year life, the Plan allows the issuance

of up to

million shares of our common stock

for compensation to our employees

and directors; however,

as of the effective date of the

Plan, (i) any shares of

common stock available for

future awards under the prior plans

and (ii) any shares of common stock

represented

by awards granted

under the Plan or the prior plans that are forfeited,

expire or are cancelled without

delivery of

shares of common stock or which result

in the forfeiture of shares

of common stock back to the company

shall be

available for awards

under the Plan.

Of the

million shares available for

issuance under the Plan, no more than

million shares of common stock are

available for incentive stock

options.

The Human Resources and

Compensation Committee of our Board

of Directors is authorized to

determine the types, terms, conditions and

limitations of awards granted.

Awards may be granted

in the form of, but not

limited to, stock options, restricted

Notes to Consolidated Financial Statements

ConocoPhillips

2021 10-K

stock units and performance share units

to employees and non-employee directors

who contribute to the

company’s continued

success and profitability.

Total

share-based compensation expense is

measured using the grant date

fair value for our equity-classified

awards and the settlement date

fair value for our liability-classified awards.

We recognize share

-based

compensation expense over the shorter

of the service period (i.e., the stated period of time required

to earn the

award); or the period beginning at the start

of the service period and ending when an employee first becomes

eligible for retirement, but

not less than six months, as this is the minimum period of time required

for an award to

not be subject to forfeiture.

Our share-based compensation programs

generally provide accelerated

vesting (i.e., a

waiver of the remaining period of service required

to earn an award) for awards

held by employees at the time of

their retirement.

Some of our share-based awards

vest ratably (i.e., portions

of the award vest at different

times)

while some of our awards cliff vest

(i.e., all of the award vests at

the same time).

We recognize

expense on a

straight-line basis over the service period for

the entire award, whether the

award was granted

with ratable or cliff

vesting.

Compensation Expense

—Total

share-based compensation expense recognized

in net income (loss) and the

associated tax benefit were:

Millions of Dollars

2021

2020

2019

Compensation cost

$

Tax benefit

Stock Options

—Stock options granted under

the provisions of the Plan and prior plans permit purchase of our

common stock at exercise

prices equivalent to the average

fair market value of ConocoPhillips

common stock on

the date the options were granted.

The options have terms of 10 years

and generally vest ratably,

with one-third

of the options awarded vesting and

becoming exercisable on

each anniversary date following the date

of grant.

Options awarded to certain employees

already eligible for retirement

vest within six months of the grant

date, but

those options do not become exercisable

until the end of the normal vesting period.

Beginning in 2018, stock

option grants were discontinued

and replaced with three-year,

time-vested restricted

stock units which generally

will be cash-settled for 2018 and 2019 awards

and stock-settled beginning

with 2020 awards.

The following summarizes our stock

option activity for the year ended December 31, 2021:

Millions of Dollars

Weighted-Average

Aggregate

Options

Exercise Price

Intrinsic Value

Outstanding at December 31, 2020

16,922,525

$

55.12

$

Exercised

(3,846,361)

51.40

Expired or cancelled

(1,102,381)

53.47

Outstanding at December 31, 2021

11,973,783

$

56.46

$

Vested at December

31, 2021

11,973,783

$

56.46

$

Exercisable at December 31, 2021

11,973,783

$

56.46

$

The weighted-average remaining

contractual term of outstanding

options, vested options and exercisable

options

at December 31, 2021, were all

3.06

years.

The aggregate intrinsic value

of options exercised was

$

million in

2020 and $

million in 2019.

During 2021, we received $

million in cash and realized a tax

benefit of $

million from the exercise of

options.

At December 31, 2021, all outstanding stock

options were fully vested and there

was no remaining

compensation cost to be recorded.

Notes to Consolidated Financial Statements

ConocoPhillips

2021 10-K

Stock Unit Program—

Generally,

restricted stock units are granted

annually under the provisions of the Plan and

vest in an aggregate installment

on the third anniversary of the grant

date.

In addition, restricted stock

units

granted under the Plan for a variable

long-term incentive program

vest ratably in three

equal annual installments

beginning on the first anniversary of the grant

date.

Restricted stock units are also

granted ad hoc to attract

or

retain key personnel,

and the terms and conditions under which these restricted

stock units vest vary by award.

Stock-Settled

Upon vesting, these restricted stock

units are settled by issuing one share of ConocoPhillips

common stock per

unit.

Units awarded to retirement

eligible employees vest six months

from the grant date; however,

those units

are not issued as common stock until

the earlier of separation from the company

or the end of the regularly

scheduled vesting period.

Until issued as stock, most recipients

of the restricted stock units receive

a cash

payment of a dividend equivalent or

an accrued reinvested dividend

equivalent that is charged to retained

earnings.

The grant date fair market

value of these restricted stock

units is deemed equal to the average

ConocoPhillips stock price on the grant

date.

The grant date fair market

value of units that do not receive a

dividend equivalent while unvested

is deemed equal to the average

ConocoPhillips stock price on the grant

date,

less the net present value of the dividends that

will not be received.

The following summarizes our stock

-settled stock unit activity for the year

ended December 31, 2021:

Weighted-Average

Millions of Dollars

Stock Units

Grant Date Fair Value

Total

Fair Value

Outstanding at December 31, 2020

6,431,985

$

58.94

Granted

4,590,103

46.56

Forfeited

(566,047)

48.59

Issued

(2,810,730)

54.74

$

Outstanding at December 31, 2021

7,645,311

$

53.81

Not Vested at

December 31, 2021

5,509,133

53.81

At December 31, 2021, the remaining unrecognized

compensation cost from the unvested

stock-settled units was

$

million, which will be recognized over

a weighted-average

period of

1.67

years, the longest period being

2.59

years.

The weighted-average

grant date fair value

of stock unit awards granted

during 2020 and 2019 was $

57.40

and $

67.77

, respectively.

The total fair value of stock

units issued during 2020 and 2019 was $

million and

$

million, respectively.

Cash-Settled

Cash settled executive restricted

stock units granted in 2018 and

2019 replaced the stock option program.

These

restricted stock units, subject to

elections to defer,

will be settled in cash equal to the fair

market value of a share

of ConocoPhillips common stock per unit

on the settlement date and are classified

as liabilities on the balance

sheet.

Units awarded to retirement

eligible employees vest six months

from the grant date; however,

those units

are not settled until the earlier of separation

from the company or the end of the regularly

scheduled vesting

period.

Compensation expense is initially measured

using the average fair market

value of ConocoPhillips common

stock and is subsequently adjusted,

based on changes in the ConocoPhillips stock price through

the end of each

subsequent reporting period, through

the settlement date.

Recipients receive an accrued reinvested

dividend

equivalent that is charged to

compensation expense.

The accrued reinvested dividend

is paid at the time of

settlement, subject to the terms and

conditions of the award.

Beginning with executive restricted

stock units

granted in 2020 awards will be

settled in stock.

Notes to Consolidated Financial Statements

ConocoPhillips

2021 10-K

The following summarizes our cash

-settled stock unit activity for the year

ended December 31, 2021:

Weighted-Average

Millions of Dollars

Stock Units

Grant Date Fair Value

Total

Fair Value

Outstanding at December 31, 2020

614,615

$

39.95

Granted

11,186

57.19

Forfeited

(2,927)

51.43

Issued

(396,398)

50.75

$

Outstanding at December 31, 2021

226,476

$

72.18

Not Vested at

December 31, 2021

59,443

72.18

At December 31, 2021, there was

no

remaining unrecognized compensation

cost to be recorded for the unvested

cash-settled units.

The weighted-average grant

date fair value of stock

unit awards granted during

2020 and 2019

were $

41.59

and $

68.20

, respectively.

The total fair value of stock

units issued during 2020 and 2019 were

negligible and $

million, respectively.

Performance Share Program

—Under the Plan, we also annually grant restricted

performance share units (PSUs) to

senior management.

These PSUs are authorized three years

prior to their effective grant

date (the performance

period).

Compensation expense is initially measured

using the average fair market

value of ConocoPhillips

common stock and is subsequently adjusted,

based on changes in the ConocoPhillips stock price through

the end

of each subsequent reporting period, through

the grant date for stock

-settled awards and the settlement

date for

cash-settled awards.

Stock-Settled

For performance periods beginning before

2009, PSUs do not vest until the employee becomes

eligible for

retirement by reaching age 55

with five years of service, and restrictions

do not lapse until the employee separates

from the company.

With respect to awards for performance

periods beginning in 2009 through 2012, PSUs do not

vest until the earlier of the date the employee

becomes eligible for retirement

by reaching age 55 with five years

of service or five years after the grant

date of the award, and restrictions

do not lapse until the earlier of the

employee’s separation

from the company or five years

after the grant date (although

recipients can elect to defer

the lapsing of restrictions until separation).

We recognize compensation

expense for these awards

beginning on

the grant date and ending on the date

the PSUs are scheduled to vest.

Since these awards are authorized

three

years prior to the effective

grant date, for

employees eligible for retirement

by or shortly after the grant date,

we

recognize compensation expense

over the period beginning on the date of authorization

and ending on the date of

grant.

Until issued as stock, recipients of the PSUs receive

a quarterly cash payment of a dividend

equivalent that

is charged to retained earnings.

Beginning in 2013, PSUs authorized for future grants

will vest, absent employee

election to defer,

upon settlement following the conclusion

of the three-year performance period.

We recognize

compensation expense over the period beginning

on the date of authorization and

ending on the conclusion of the

performance period.

PSUs are settled by issuing one share

of ConocoPhillips common stock per unit.

The following summarizes our stock

-settled Performance Share

Program activity for the year ended

December 31, 2021:

Weighted-Average

Millions of Dollars

Stock Units

Grant Date Fair Value

Total

Fair Value

Outstanding at December 31, 2020

1,736,728

$

50.56

Issued

(287,881)

49.91

$

Outstanding at December 31, 2021

1,448,847

$

50.69

Not Vested at

December 31, 2021

3,191

$

48.61

Notes to Consolidated Financial Statements

ConocoPhillips

2021 10-K

At December 31, 2021, there was

no

remaining unrecognized compensation

cost to be recorded on the unvested

stock-settled performance share

s.

The weighted-average grant

date fair value of stock-settled

PSUs granted

during 2020 and 2019 was $

58.61

and $

68.90

, respectively.

The total fair value of stock-settled

PSUs issued during

2020 and 2019 was $

million and $

million, respectively.

Cash-Settled

In connection with and immediately following

the separation of our Downstream

businesses in 2012, grants of new

PSUs, subject to a shortened performance period,

were authorized.

Once granted, these PSUs vest,

absent

employee election to defer,

on the earlier of five years after

the grant date of the award

or the date the employee

becomes eligible for retirement.

For employees eligible for retirement

by or shortly after the grant date,

we

recognize compensation expense

over the period beginning on the date of authorization

and ending on the date of

grant.

Otherwise, we recognize compensation

expense beginning on the grant

date and ending on the date the

PSUs are scheduled to vest.

These PSUs are settled in cash equal to the fair

market value of a share

of

ConocoPhillips common stock per unit on

the settlement date and thus are classified

as liabilities on the balance

sheet.

Until settlement occurs,

recipients of the PSUs receive a quarterly cash

payment of a dividend equivalent

that is charged to compensation expense.

Beginning in 2013, PSUs authorized for future

grants will vest upon settlement

following the conclusion of the

three-year performance period.

We recognize compensation

expense over the period beginning on the date

of

authorization and ending at the conclusion

of the performance period.

These PSUs will be settled in cash equal to

the fair market value of a share

of ConocoPhillips common stock per unit

on the settlement date and are

classified

as liabilities on the balance sheet.

For performance periods beginning before

2018, during the performance

period, recipients of the PSUs do not receive a

quarterly cash payment of a dividend

equivalent, but after the

performance period ends, until settlement

in cash occurs, recipients of the PSUs receive

a quarterly cash payment

of a dividend equivalent that is charged

to compensation expense.

For the performance period beginning in 2018,

recipients of the PSUs receive an accrued reinvested

dividend equivalent that is charged

to compensation expense.

The accrued reinvested dividend

is paid at the time of settlement, subject to the terms

and conditions of the

award.

The following summarizes our cash

-settled Performance Share

Program activity for the year ended

December 31, 2021:

Weighted-Average

Millions of Dollars

Stock Units

Grant Date Fair Value

Total

Fair Value

Outstanding at December 31, 2020

124,529

$

39.95

Granted

1,073,228

46.65

Settled

(1,080,078)

48.13

$

Outstanding at December 31, 2021

117,679

$

72.18

At December 31, 2021, all outstanding

cash-settled performance awards

were fully vested and there was

no

remaining compensation cost to

be recorded.

The weighted-average

grant date fair value

of cash-settled PSUs

granted during 2020 and 2019 was $

58.61

and $

68.90

, respectively.

The total fair value of cash-settled

performance share awards

settled during 2020 and 2019 was $

million and $

million, respectively.

Notes to Consolidated Financial Statements

ConocoPhillips

2021 10-K

From inception of the Performance Share

Program through 2013,

approved PSU awards were

granted after the

conclusion of performance periods.

Beginning in February 2014, initial target PSU awards

are issued near the

beginning of new performance periods.

These initial target PSU awards

will terminate at the end of the

performance periods and will be settled after the

performance periods have ended.

Also in 2014, initial target PSU

awards were issued for open

performance periods that began in

prior years.

For the open performance period

beginning in 2012, the initial target PSU awards

terminated at the end of the three-year

performance period and

were replaced with approved

PSU awards.

For the open performance period beginning in

2013, the initial target

PSU awards terminated at

the end of the three-year performance period

and were settled after the performance

period ended.

There is no effect on recognition

of compensation expense.

Other

—In addition to the above active programs,

we have outstanding shares

of restricted stock and restricted

stock units that were either issued

as part of our non-employee director compensation

program for current

and

former members of the company’s

Board of Directors,

as part of an executive compensation

program that has

been discontinued or acquired as a result

of an acquisition.

Generally, the recipients

of the restricted shares or

units receive a dividend or dividend equivalent.

The following summarizes the aggregate

activity of these restricted shares

and units for the year ended

December 31, 2021:

Weighted-Average

Millions of Dollars

Stock Units

Grant Date Fair Value

Total

Fair Value

Outstanding at December 31, 2020

970,099

$

47.78

Granted

797,704

46.43

Cancelled

(1,948)

27.80

Issued

(149,488)

46.80

$

Outstanding at December 31, 2021

1,616,367

$

47.24

Not Vested at

December 31, 2021

695,958

$

45.87

At December 31, 2021, the remaining compensation

cost from the unvested

restricted stock was $

million,

which will be recognized over a weighted-average

period of

1.46

years, the longest period being

years. The

weighted-average

grant date fair value

of awards granted during

2020 and 2019 was $

51.46

and $

63.58

,

respectively.

The total fair value of awards

issued during 2020 and 2019 was $

million and $

million,

respectively.

Notes to Consolidated Financial Statements

ConocoPhillips

2021 10-K

Note 17—Income Taxes

Components of income tax provision

(benefit) were:

Millions of Dollars

2021

2020

2019

Income Taxes

Federal

Current

$

Deferred

1,161

(625)

(113)

Foreign

Current

3,128

2,545

Deferred

(70)

(323)

State and local

Current

(4)

Deferred

(139)

(8)

Total

tax provision (benefit)

$

4,633

(485)

2,267

Deferred income taxes

reflect the net tax effect

of temporary differences

between the carrying amounts of

assets and liabilities for financial reporting purposes

and the amounts used for tax purposes.

Major components

of deferred tax liabilities and

assets at December 31 were:

Millions of Dollars

2021

2020

Deferred Tax

Liabilities

PP&E and intangibles

$

10,170

7,744

Inventory

Other

Total

deferred tax liabilities

10,427

8,050

Deferred Tax

Assets

Benefit plan accruals

Asset retirement obligations

and accrued environmental costs

2,297

2,262

Investments in joint ventures

1,684

1,653

Other financial accruals and deferrals

Loss and credit carryforwards

7,402

8,904

Other

Total

deferred tax assets

12,930

14,631

Less: valuation allowance

(8,342)

(9,965)

Total

deferred tax assets

net of valuation allowance

4,588

4,666

Net deferred tax liabilities

$

5,839

3,384

At December 31, 2021, noncurrent assets

and liabilities included deferred taxes

of $

million and $

6,179

million,

respectively.

At December 31, 2020, noncurrent assets

and liabilities included deferred taxes

of $

million and

$

3,747

million, respectively.

At December 31, 2021, the loss and credit carryforward

deferred tax assets

were primarily related to U.S.

foreign

tax credit carryforwards

of $

5.5

billion and various jurisdictions net operating

loss and credit carryforwards of $

1.9

billion.

If not utilized, U.S. foreign

tax credits and net operating

losses will begin to expire in 2022.

Our overall deferred

tax liability increased during 2021 by $

1.1

billion due to our Concho acquisition.

See Note 3

.

Notes to Consolidated Financial Statements

ConocoPhillips

2021 10-K

The following table shows a reconciliation

of the beginning and ending deferred tax

asset valuation allowance for

for 2021, 2020 and 2019:

Millions of Dollars

2021

2020

2019

Balance at January 1

$

9,965

10,214

3,040

Charged to expense (benefit)

(45)

(225)

Other*

(1,578)

(709)

7,399

Balance at December 31

$

8,342

9,965

10,214

*Represents changes due to originating deferred tax asset that have no impact to our effective tax rate, acquisitions/dispositions/revisions and

the effect of translating foreign financial statements.

Valuation allowances

have been established to

reduce deferred tax assets

to an amount that will, more likely than

not, be realized.

At December 31, 2021, we have maintained

a valuation allowance with respect to

substantially all

U.S. foreign tax credit

carryforwards as well as certain

net operating loss carryforwards

for various jurisdictions.

During 2021, the valuation allowance movement

charged to earnings primarily relates

to the fair value

measurement of our CVE common shares that

are not expected to be realized,

and the expected realization of

certain U.S. tax attributes

associated with our planned disposition of our Indonesia assets.

This is partially offset

by Australian tax benefits

associated with our impairment of APLNG that we do not

expect to be realized.

Other

movements are primarily related

to valuation allowances on expiring

tax attributes.

Based on our historical

taxable income, expectations

for the future, and available

tax-planning strategies, management

expects deferred

tax assets, net of valuation

allowances, will primarily be realized as offsets

to reversing deferred

tax liabilities.

For

more information on our pending Indonesia

disposition

see Note 3

.

During 2020, the valuation allowance movement

charged to earnings primarily related

to capital losses in Australia

and to the fair value measurement of our

CVE common shares that are not expected

to be realized.

Other

movements are primarily related

to valuation allowances on expiring

tax attributes.

On December 2, 2019, the Internal Revenue Service finalized

foreign tax credit regulations

related to the 2017 Tax

Cuts and Jobs Act.

Due to the finalization of these regulations,

in the fourth quarter of 2019 we recognized

$

million of net deferred tax

assets.

Correspondingly,

we recorded $

6,642

million of existing foreign tax

credit

carryovers where recognition

was previously considered to

be remote.

Present legislation still makes

their

realization unlikely and

therefore these credits have

been offset with a full valuation allowance.

At December 31, 2021, unremitted

income considered to be permanently reinvested

in certain foreign subsidiaries

and foreign corporate

joint ventures totaled

approximately $

4,384

million.

Deferred income taxes

have not been

provided on this amount, as we do not plan to

initiate any action that would require

the payment of income taxes.

The estimated amount of additional tax,

primarily local withholding tax, that would

be payable on this income if

distributed is approximately

$

million.

Notes to Consolidated Financial Statements

ConocoPhillips

2021 10-K

The following table shows a reconciliation

of the beginning and ending unrecognized

tax benefits for 2021,

2020 and 2019:

Millions of Dollars

2021

2020

2019

Balance at January 1

$

1,206

1,177

1,081

Additions based on tax positions related

to the current year

Additions for tax positions of prior years

Reductions for tax positions

of prior years

(5)

(34)

(22)

Settlements

-

(9)

(9)

Lapse of statute

(48)

(1)

(2)

Balance at December 31

$

1,345

1,206

1,177

Included in the balance of unrecognized tax

benefits for 2021, 2020 and 2019 were $

1,261

million, $

1,128

million

and $

1,100

million, respectively,

which, if recognized, would impact our effective

tax rate.

The balance of the

unrecognized tax benefits

increased

in 2021 mainly due to U.S. tax credits acquired

through our Concho

acquisition.

The balance of the unrecognized tax benefits

increased in 2019 mainly due to the treatment

of our

PDVSA settlement.

See Note 3

and

Note 11

.

At December 31, 2021, 2020 and 2019, accrued liabilities for

interest and penalties totaled $

million, $

million

and $

million, respectively,

net of accrued income taxes.

Interest and penalties resulted

in a reduction to

earnings of $

million in 2021, a reduction of $

million in 2020, and benefit to earnings of $

million in 2019.

We file tax returns

in the U.S. federal jurisdiction and

in many foreign and state

jurisdictions.

Audits in major

jurisdictions are generally complete as

follows: Canada (2016), U.S. (2017)

and Norway (2020).

Issues in dispute

for audited years and audits

for subsequent years are ongoing

and in various stages of completion in

the many

jurisdictions in which we operate around

the world.

Consequently,

the balance in unrecognized tax benefits

can

be expected to fluctuate from

period to period.

Within the next twelve months, we may

have audit periods close

that could significantly impact our total

unrecognized tax benefits.

It is reasonably possible such changes could be

significant when compared with our total

unrecognized tax benefits, but

the amount of change is not estimable.

In January 2022, the IRS closed the 2017 audit of our U.S. federal

income tax return.

As a result, in the first quarter

of 2022, we will recognize a previously

unrecognized $

million federal tax benefit

related to the recovery

of

outside tax basis previously offset

by a full reserve.

Notes to Consolidated Financial Statements

ConocoPhillips

2021 10-K

The amounts of U.S. and foreign income

(loss) before income taxes,

with a reconciliation of tax at

the federal

statutory rate

to the provision for income taxes,

were:

Millions of Dollars

Percent of Pre-Tax

Income (Loss)

2021

2020

2019

2021

2020

2019

Income (loss) before income taxes

United States

$

8,024

(3,587)

4,704

63.1

%

114.2

49.4

Foreign

4,688

4,820

36.9

(14.2)

50.6

$

12,712

(3,140)

9,524

100.0

%

100.0

100.0

Federal statutory

income tax

$

2,670

(659)

2,000

21.0

%

21.0

21.0

Non-U.S. effective tax

rates

1,915

1,399

15.1

(6.2)

14.7

Tax impact of debt

restructuring

-

-

0.6

-

-

Australia disposition

-

(349)

-

-

11.1

-

U.K. disposition

-

-

(732)

-

-

(7.7)

Recovery of outside basis

(55)

(22)

(77)

(0.4)

0.7

(0.8)

Adjustment to tax reserves

(11)

(0.1)

(0.6)

0.1

Adjustment to valuation allowance

(45)

(225)

(0.4)

(14.6)

(2.4)

State income tax

(112)

1.5

3.6

1.3

Malaysia Deepwater Incentive

-

-

(164)

-

-

(1.7)

Enhanced oil recovery credit

(99)

(6)

(27)

(0.8)

0.2

(0.3)

Other

(11)

(9)

(39)

(0.1)

0.3

(0.4)

Tota

l

$

4,633

(485)

2,267

36.4

%

15.5

23.8

Our effective tax rate

for 2021 was driven by our

jurisdictional tax rates for

this profit mix with net favorable

impacts from routine tax credits

and valuation allowance adjustments.

The valuation allowance adjustment is

primarily related to the fair value

measurement and disposition of our CVE common shares

of $

million and the

ability to utilize the U.S. foreign

tax credit and capital loss carryforward

due to our anticipated disposition

of our

Indonesia entities of $

million. This was partially offset by an increase

to our valuation allowance related

to the

tax impact of the impairment of our APLNG investment

of $

million for which we do not expect to receive

a tax

benefit.

Our effective tax rate

for 2020 was impacted by the disposition

of our Australia-West

assets as well as the

valuation allowance related

to the fair value measurement of our

CVE common shares.

The Australia-West

disposition generated a before-tax

gain of $

million with an associated tax benefit

of $

million and resulted in

the de-recognition of deferred

tax assets resulting in $

million of tax expense.

The disposition also generated an

Australia capital loss tax

benefit of $

million which has been fully offset by a valuation

allowance.

Due to

changes in the fair market value

of CVE common shares, the valuation allowance

was increased by $

million to

offset the expected capital

loss.

Our effective tax rate

for 2019 was favorably

impacted by the sale of two of our U.K. subsidiaries. The disposition

generated a before-tax

gain of more than $

1.7

billion with an associated tax

benefit of $

million. The

disposition generated a U.S.

capital loss of approximately

$

2.1

billion which has generated a U.S.

tax benefit of

approximately $

million. The remaining U.S. capital loss has

been recorded as a deferred

tax asset fully offset

with a valuation allowance.

See Note 3.

During 2019, we received final partner approval

in Malaysia Block G to claim certain deepwater

tax credits.

As a

result, we recorded an income tax

benefit of $

million.

Notes to Consolidated Financial Statements

ConocoPhillips

2021 10-K

Note 18—Accumulated Other Comprehensive

Loss

Accumulated other comprehensive

loss in the equity section of the balance sheet included:

Millions of Dollars

Defined

Benefit Plans

Net

Unrealized

Gain/(Loss)

on Securities

Foreign

Currency

Translation

Accumulated

Other

Comprehensive

Loss

December 31, 2018

$

(361)

-

(5,702)

(6,063)

Other comprehensive income (loss)

-

Cumulative effect of adopting

ASU No. 2018-02*

(40)

-

-

(40)

December 31, 2019

(350)

-

(5,007)

(5,357)

Other comprehensive income

(75)

December 31, 2020

(425)

(4,795)

(5,218)

Other comprehensive income (loss)

(2)

(124)

December 31, 2021

$

(31)

-

(4,919)

(4,950)

*We adopted ASU No. 2018-02, "Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income," beginning January 1,

During 2019, we recognized $

million of foreign currency translation

adjustments related to the completion

of

our sale of two ConocoPhillips U.K. subsidiaries.

See Note 3

.

The following table summarizes reclassifications

out of accumulated other comprehensive

loss during the years

ended December 31:

Millions of Dollars

2021

2020

Defined Benefit Plans

$

Above amounts are included in the computation of net periodic benefit cost and

are presented net of tax expense of:

$

See Note 16.

Notes to Consolidated Financial Statements

ConocoPhillips

2021 10-K

Note 19—Cash Flow Information

Millions of Dollars

2021

2020

2019

Noncash Investing Activities

Increase (decrease) in PP&E related to

an increase (decrease) in asset

retirement obligations

$

(116)

Cash Payments

Interest

$

Income taxes

2,905

Net Sales (Purchases) of Investments

Short-term investments

purchased

$

(5,554)

(12,435)

(4,902)

Short-term investments

sold

8,810

12,015

2,138

Investments and long-term receivables

purchased

(279)

(325)

(146)

Investments and long-term receivables

sold

-

$

3,091

(658)

(2,910)

The following items are included in the “Cash

Flows from Operating Activities” section

of our consolidated cash

flows.

In 2021, we made a total of $

million in contributions to our U.S. qualified

pension plan.

In 2019, we made a

$

million contribution to our U.K. pension

plan.

We collected $

million in 2019 from PDVSA under settlement

agreements related to an

award issued by the ICC

Tribunal in 2018.

For more information on these

settlements,

see Note 11

.

See

Note 3

and

Note 12

for additional information on cash

and non-cash changes to our consolidated

balance

sheet associated with our Concho acquisition.

Notes to Consolidated Financial Statements

ConocoPhillips

2021 10-K

Note 20—Other Financial Information

Millions of Dollars

2021

2020

2019

Interest and Debt Expense

Incurred

Debt

$

Other

Capitalized

(62)

(55)

(57)

Expensed

$

Other Income (Loss)

Interest income

$

Gain (loss) on investment in Cenovus

Energy*

1,040

(855)

Other, net

$

1,203

(509)

1,358

*See Note 5.

Research and Development Expenditures

—expensed

$

Shipping and Handling Costs

$

1,047

1,008

Foreign Currency Transaction

(Gains) Losses

—after-tax

Alaska

$

-

-

-

Lower 48

-

-

-

Canada

(1)

(7)

Europe, Middle East and North Africa

(11)

(15)

-

Asia Pacific

(11)

Other International

Corporate and Other

(7)

(31)

$

(16)

(62)

Millions of Dollars

2021

2020

Properties, Plants and Equipment

Proved properties*

$

114,274

**

94,312

Unproved properties*

10,993

4,141

Other

4,379

3,653

Gross properties, plants and equipment

129,646

102,106

Less: Accumulated depreciation,

depletion and amortization

(64,735)

**

(62,213)

Net properties, plants and equipment

$

64,911

39,893

*Proved and Unproved properties increased by $

20.0

billion and $

6.9

billion, respectively, in 2021 compared with 2020, primarily due to

the Concho and Shell Permian acquisitions.

**Excludes assets classified as held for sale at December 31, 2021.

See Note 3.

Notes to Consolidated Financial Statements

ConocoPhillips

2021 10-K

Note 21—Related Party

Transactions

Our related parties primarily include equity method

investments and certain trusts

for the benefit of employees.

For disclosures on trusts for

the benefit of employees,

see Note 16

.

Significant transactions with our equity

affiliates were:

Millions of Dollars

2021

2020

2019

Operating revenues and other income

$

Purchases

-

Operating expenses and selling, general

and administrative expenses

Net interest income*

(2)

(5)

(13)

*We paid interest to, or received interest from, various affiliates.

See Note 4, for additional information on loans to

affiliated companies.

Note 22—Sales and Other Operating Revenues

Revenue from Contracts

with Customers

The following table provides further

disaggregation of our consolidated

sales and other operating revenues:

Millions of Dollars

2021

2020

2019

Revenue from contracts

with customers

$

34,590

13,662

26,106

Revenue from contracts

outside the scope of ASC Topic

Physical contracts

meeting the definition of a derivative

11,500

5,177

6,558

Financial derivative contracts

(262)

(55)

(97)

Consolidated sales and other operating

revenues

$

45,828

18,784

32,567

Revenues from contracts

outside the scope of ASC Topic

606 relate primarily to physical

gas contracts at market

prices which qualify as derivatives accounted

for under ASC Topic

815, “Derivatives and Hedging,”

and for which

we have not elected NPNS.

There is no significant difference

in contractual terms or the policy for

recognition of

revenue from these contracts

and those within the scope of ASC Topic

The following disaggregation

of

revenues is provided in conjunction

with

Note 23—Segment Disclosures and Related Information

:

Millions of Dollars

2021

2020

2019

Revenue from Outside the Scope of ASC Topic

by Segment

Lower 48

$

9,050

3,966

4,989

Canada

1,457

Europe, Middle East and North Africa

Physical contracts

meeting the definition of a derivative

$

11,500

5,177

6,558

Millions of Dollars

2021

2020

2019

Revenue from Outside the Scope of ASC Topic

by Product

Crude oil

$

Natural gas

10,034

4,339

5,313

Other

Physical contracts

meeting the definition of a derivative

$

11,500

5,177

6,558

Notes to Consolidated Financial Statements

ConocoPhillips

2021 10-K

Practical Expedients

Typically,

our commodity sales contracts are

less than 12 months in duration; however,

in certain specific cases

may extend longer,

which may be out to the end of field life.

We have long-term commodity sales contracts which

use prevailing market prices at the time of delivery, and under these contracts, the market-based variable

consideration for each performance obligation (i.e., delivery of commodity) is allocated to each wholly unsatisfied

performance obligation within the contract.

Accordingly,

we have applied the practical expedient allowed in ASC

Topic 606 and do not disclose the aggregate amount of the transaction price allocated to performance obligations

or when we expect to recognize revenues that are unsatisfied (or partially unsatisfied) as of the end of the

reporting period.

Receivables and Contract

Liabilities

Receivables from Contracts with Customers

At December 31, 2021, the “Accounts

and notes receivable” line on our consolidated

balance sheet included trade

receivables of $

5,268

million compared with $

1,827

million at December 31, 2020, and included both contracts

with customers within the scope of ASC Topic

606 and those that are outside the scope of ASC Topic

We

typically receive payment within 30 days or less (depending on the terms of the invoice) once delivery is made.

Revenues that are outside the scope

of ASC Topic 606 relate

primarily to physical gas sales contracts

at market

prices for which we do not elect NPNS and are

therefore accounted

for as a derivative under ASC Topic

There

is little distinction in the nature of the customer

or credit quality of trade receivables

associated with gas sold

under contracts for which NPNS

has not been elected compared with trade

receivables where NPNS has been

elected.

Contract Liabilities from Contracts with Customers

We have entered into contractual arrangements where we license proprietary technology to customers related to

the optimization process for operating LNG plants. The agreements typically provide for negotiated payments to

be made at stated milestones. The payments are not directly related to our performance under the contract and

are recorded as deferred revenue to be recognized as revenue when the customer can utilize and benefit from

their right to use the license. Payments are received in installments over the construction period.

Millions of Dollars

Contract Liabilities

At December 31, 2020

$

Contractual payments received

Revenue recognized

(62)

At December 31, 2021

$

Amounts Recognized in the Consolidated

Balance Sheet at December 31, 2021

Current liabilities

$

We expect to recognize the contract liabilities as of December 31, 2021, as revenue during 2022.

Notes to Consolidated Financial Statements

ConocoPhillips

2021 10-K

Note 23—Segment Disclosures and Related

Information

We explore for,

produce, transport and market

crude oil, bitumen, natural gas,

LNG and NGLs on a worldwide

basis.

We manage our operations

through

six

operating segments, which are primarily defined

by geographic

region: Alaska; Lower 48; Canada; Europe,

Middle East and North Africa; Asia Pacific; and

Other International.

Corporate and Other represents

income and costs not directly associated

with an operating segment, such as most

interest expense, premiums

on early retirement of debt, corporate

overhead and certain technology activities,

including licensing revenues.

Corporate assets include all cash

and cash equivalents and short-term investments.

We evaluate performance

and allocate resources based

on net income (loss) attributable to ConocoPhillips.

Segment accounting policies are the same as those

in

Note 1

.

Intersegment sales are at

prices that approximate

market.

In 2021, we completed our acquisition of Concho,

an independent oil and gas exploration

and production company

with operations across New Mexico

and West Texas

as well as our acquisition of Shell’s

Permian assets in the Texas

Delaware Basin.

The accounting close date of the Shell transaction

,

used for reporting purposes, was December

31, 2021.

Results of operations for

Concho and assets acquired from Shell are included in

our Lower 48 segment.

Certain transaction and restructuring

costs associated with these acquisitions

are included in our Corporate and

Other segment.

See Note 3

.

Analysis of Results by Operating Segment

Millions of Dollars

2021

2020

2019

Sales and Other Operating Revenues

Alaska

$

5,480

3,408

5,483

Intersegment eliminations

-

(11)

-

Alaska

5,480

3,397

5,483

Lower 48

29,306

9,872

15,514

Intersegment eliminations

(12)

(51)

(46)

Lower 48

29,294

9,821

15,468

Canada

4,077

1,666

2,910

Intersegment eliminations

(1,583)

(405)

(1,141)

Canada

2,494

1,261

1,769

Europe, Middle East and North Africa

5,902

1,919

5,101

Intersegment eliminations

-

(2)

-

Europe, Middle East and North Africa

5,902

1,917

5,101

Asia Pacific

2,579

2,363

4,525

Other International

-

Corporate and Other

Consolidated sales and other operating

revenues

$

45,828

18,784

32,567

The market for our products

is large and diverse, therefore,

our sales and other operating revenues

are not

dependent upon any single customer.

Notes to Consolidated Financial Statements

ConocoPhillips

2021 10-K

Millions of Dollars

2021

2020

2019

Depreciation, Depletion, Amortization

and Impairments

Alaska

$

1,002

Lower 48

4,067

3,358

3,224

Canada

Europe, Middle East and North Africa

Asia Pacific

1,483

1,285

Other International

-

-

-

Corporate and Other

Consolidated depreciation, depletion,

amortization and impairments

$

7,882

6,334

6,495

Equity in Earnings of Affiliates

Alaska

$

(7)

Lower 48

(18)

(11)

(159)

Canada

-

-

-

Europe, Middle East and North Africa

Asia Pacific

Other International

-

-

Corporate and Other

-

-

-

Consolidated equity in earnings of affiliates

$

Income Tax

Provision (Benefit)

Alaska

$

(256)

Lower 48

1,390

(378)

Canada

(185)

(43)

Europe, Middle East and North Africa

2,543

1,425

Asia Pacific

Other International

(53)

(20)

Corporate and Other

(282)

(76)

(233)

Consolidated income tax provision

(benefit)

$

4,633

(485)

2,267

Net Income (Loss) Attributable

to ConocoPhillips

Alaska

$

1,386

(719)

1,520

Lower 48

4,932

(1,122)

Canada

(326)

Europe, Middle East and North Africa

1,167

3,170

Asia Pacific

1,483

Other International

(107)

(64)

Corporate and Other

(210)

(1,880)

Consolidated net income (loss) attributable

to ConocoPhillips

$

8,079

(2,701)

7,189

Notes to Consolidated Financial Statements

ConocoPhillips

2021 10-K

Millions of Dollars

2021

2020

2019

Investments in and Advances to

Affiliates

Alaska

$

Lower 48

Canada

-

-

-

Europe, Middle East and North Africa

1,070

Asia Pacific

5,603

6,705

7,265

Other International

-

-

Corporate and Other

-

-

-

Consolidated investments

in and advances to affiliates

$

6,701

7,710

8,453

Total Assets

Alaska

$

14,812

14,623

15,453

Lower 48

41,699

11,932

14,425

Canada

7,439

6,863

6,350

Europe, Middle East and North Africa

9,125

8,756

9,269

Asia Pacific

9,840

11,231

13,568

Other International

Corporate and Other

7,745

8,987

11,164

Consolidated total assets

$

90,661

62,618

70,514

Capital Expenditures and Investments

Alaska

$

1,038

1,513

Lower 48

3,129

1,881

3,394

Canada

Europe, Middle East and North Africa

Asia Pacific

Other International

Corporate and Other

Consolidated capital expenditures

and investments

$

5,324

4,715

6,636

Interest Income and Expense

Interest income

Alaska

$

-

-

-

Lower 48

-

-

-

Canada

-

-

-

Europe, Middle East and North Africa

Asia Pacific

Other International

-

-

-

Corporate and Other

Interest and debt expense

Corporate and Other

$

Sales and Other Operating Revenues

by Product

Crude oil

$

23,648

9,736

18,482

Natural gas

16,904

6,427

8,715

Natural gas liquids

1,668

Other*

3,608

2,093

4,556

Consolidated sales and other operating

revenues by product

$

45,828

18,784

32,567

*Includes LNG and bitumen.

Notes to Consolidated Financial Statements

ConocoPhillips

2021 10-K

Geographic Information

Millions of Dollars

Sales and Other Operating Revenues

(1)

Long-Lived Assets

(2)

2021

2020

2019

2021

2020

2019

United States

$

34,847

13,230

21,159

50,580

24,034

26,566

Australia and Timor-Leste

-

1,647

5,579

6,676

7,228

Canada

2,494

1,261

1,769

6,608

6,385

5,769

China

1,476

1,491

1,447

Indonesia

(3)

Libya

1,102

1,103

Malaysia

1,230

1,252

1,501

1,871

Norway

2,563

1,426

2,349

4,681

5,294

5,258

United Kingdom

2,236

1,649

Other foreign countries

1,087

1,308

Worldwide consolidated

$

45,828

18,784

32,567

71,612

47,603

50,722

(1) Sales and other operating revenues are attributable to countries based on the location of the selling operation.

(2) Defined as net PP&E plus equity investments and advances to affiliated companies.

(3) Met held for sale criteria in 2021 in conjunction with our agreement to sell our subsidiary holding

our Indonesia assets.

Supplementary Data

ConocoPhillips

2021 10-K

Oil and Gas Operations

(Unaudited)

In accordance with FASB

ASC Topic

932, “Extractive Activities—Oil and Gas,”

and regulations of the SEC, we are

making certain supplemental disclosures

about our oil and gas exploration and

production operations.

These disclosures include information about

our consolidated oil and gas activities and our proportionate

share of

our equity affiliates’ oil and gas

activities in our operating segments.

As a result, amounts reported as equity

affiliates in Oil and Gas Operations

may differ from those shown in the

individual segment disclosures reported

elsewhere in this report.

Our disclosures by geographic

area include the U.S., Canada, Europe, Asia Pacific/Middle

East (inclusive of equity affiliates)

,

and Africa.

As required by current authoritative

guidelines, the estimated future date

when an asset will be permanently shut

down for economic reasons is based on

historical 12-month

first-of-month average

prices and current costs.

This

estimated date when production

will end affects the amount of estimated

reserves.

Therefore, as prices and cost

levels change from year to year,

the estimate of proved reserves

also changes.

Generally,

our proved reserves

decrease as prices decline and increase as prices rise.

Our proved reserves include estimated

quantities related to PSCs, which are

reported under the “economic

interest” method, as well as variable-royalty

regimes, and are subject to fluctuations

in commodity prices,

recoverable operating

expenses and capital costs.

If costs remain stable, reserve quantities

attributable to

recovery of costs will change inversely

to changes in commodity prices.

For example, if prices increase, then

our

applicable reserve quantities would decline.

At December 31, 2021, approximately

4 percent of our total proved

reserves were under PSCs, located

in our Asia Pacific/Middle East geographic

reporting area, and 5 percent of our

total proved reserves

were under a variable-royalty

regime, located in our Canada geographic

reporting area.

Reserves Governance

The recording and reporting of proved

reserves are governed by criteria

established by regulations of the SEC

and

FASB.

Proved reserves are those

quantities of oil and gas, which, by analysis

of geoscience and engineering data,

can be estimated with reasonable certainty

to be economically producible—from a

given date forward,

from

known reservoirs, and under existing

economic conditions, operating methods,

and government regulations—prior

to the time at which contracts providing

the right to operate expire, unless

evidence indicates renewal is

reasonably certain, regardless

of whether deterministic or probabilistic

methods are used for the estimation.

The

project to extract the hydrocarbons

must have commenced or the operator

must be reasonably certain it will

commence the project within a reasonable time.

Proved reserves are further classified

as either developed or undeveloped.

Proved developed reserves are

proved

reserves that can be expected to

be recovered through existing

wells with existing equipment and operating

methods, or in which the cost of the required equipment

is relatively minor compared

with the cost of a new well,

and through installed extraction

equipment and infrastructure operational

at the time of the reserves estimate if

the extraction is by means not involving

a well.

Proved undeveloped reserves are

proved reserves expected

to be

recovered from new wells

on undrilled acreage, or from existing

wells where a relatively major expenditure

is

required for recompletion. Reserves

on undrilled acreage are limited to those

directly offsetting development

spacing areas that are reasonably

certain of production when drilled, unless evidence provided

by reliable

technologies exists that establishes

reasonable certainty of economic producibility

at greater distances.

As defined

by SEC regulations, reliable technologies

may be used in reserve estimation when

they have been demonstrated

in

the field to provide reasonably certain

results with consistency and repeatability

in the formation being evaluated

or in an analogous formation. The technologies

and data used in the estimation of our proved

reserves include, but

are not limited to,

performance-based methods, volumetric

-based methods, geologic maps, seismic interpretation,

well logs, well test data, core

data, analogy and statistical

analysis.

Supplementary Data

ConocoPhillips

2021 10-K

We have a company

-wide, comprehensive, SEC-compliant

internal policy that governs

the determination and

reporting of proved reserves.

This policy is applied by the geoscientists and

reservoir engineers in our business

units around the world.

As part of our internal control process,

each business unit’s reserves processes

and

controls are reviewed

annually by an internal team which is headed by

the company’s Manager of Reserves

Compliance and Reporting.

This team, composed of internal reservoir

engineers, geoscientists, finance personnel

and a senior representative

from DeGolyer and MacNaughton (D&M), a third

-party petroleum engineering

consulting firm, reviews the business

units’ reserves for adherence to SEC

guidelines and company policy through

on-site visits, teleconferences

and review of documentation.

In addition to providing independent reviews,

this

internal team also ensures reserves

are calculated using consistent

and appropriate standards

and procedures.

This team is independent of business unit line management

and is responsible for reporting its findings

to senior

management.

The team is responsible for communicating

our reserves policy and procedures

and is available for

internal peer reviews and consultation

on major projects or technical issues throughout

the year.

All of our proved

reserves held by consolidated companies

and our share of equity affiliates have

been estimated by ConocoPhillips.

During 2021, our processes and controls

used to assess over 90 percent of proved

reserves as of December 31,

2021, were reviewed by D&M.

The purpose of their review was to assess whether

the adequacy and effectiveness

of our internal processes and controls

used to determine estimates of proved

reserves are in accordance with SEC

regulations.

In such review,

ConocoPhillips’ technical staff

presented D&M with an overview of the reserves

data,

as well as the methods and assumptions used in estimating

reserves.

The data presented included pertinent

seismic information, geologic maps,

well logs, production tests, material

balance calculations, reservoir simulation

models, well performance data, operating

procedures and relevant economic

criteria.

Management’s intent

in

retaining D&M to review its processes

and controls was to provide

objective third-party input on these processes

and controls.

D&M’s opinion was the general

processes and controls

employed by ConocoPhillips in estimating its

December 31, 2021, proved reserves for

the properties reviewed are in

accordance with the SEC reserves

definitions.

D&M’s report is

included as Exhibit 99 of this Annual Report on Form 10-K.

The technical person primarily responsible

for overseeing the processes and

internal controls used in the

preparation of the company’s

reserves estimates is the Manager of Reserves

Compliance and Reporting.

This

individual holds a master’s degree in petroleum

engineering.

He is a member of the Society of Petroleum

Engineers with over 25 years of oil and

gas industry experience and has held positions of increasing

responsibility

in reservoir engineering, subsurface and asset

management in the U.S. and several

international field locations.

Engineering estimates of the quantities of proved

reserves are inherently imprecise.

See the “Critical Accounting

Estimates” section of Management’s

Discussion and Analysis of Financial Condition and Results

of Operations for

additional discussion of the sensitivities surrounding these

estimates.

Supplementary Data

ConocoPhillips

2021 10-K

Proved Reserves

Years Ended

Crude Oil

December 31

Millions of Barrels

Lower

Total

Asia Pacific/

Alaska

U.S.

Canada

Europe

Middle East

Africa

Total

Developed and Undeveloped

Consolidated operations

End of 2018

1,233

1,936

2,533

Revisions

(36)

(1)

(5)

Improved recovery

-

-

-

-

-

Purchases

-

-

-

-

-

Extensions and discoveries

-

-

Production

(74)

(95)

(169)

-

(36)

(31)

(14)

(250)

Sales

-

(2)

(2)

-

(30)

-

-

(32)

End of 2019

1,231

2,028

2,562

Revisions

(297)

(126)

(423)

(2)

(4)

(3)

(428)

Improved recovery

-

-

-

-

-

-

Purchases

-

-

-

-

Extensions and discoveries

-

-

-

Production

(65)

(77)

(142)

(2)

(28)

(25)

(3)

(200)

Sales

-

(14)

(14)

(1)

-

-

-

(15)

End of 2020

1,572

2,051

Revisions

(52)

Improved recovery

-

-

-

-

-

Purchases

-

-

-

-

-

Extensions and discoveries

-

Production

(64)

(160)

(224)

(3)

(29)

(24)

(13)

(293)

Sales

-

(9)

(9)

-

-

-

-

(9)

End of 2021

1,035

1,452

2,487

2,964

Equity affiliates

End of 2018

-

-

-

-

-

-

Revisions

-

-

-

-

-

-

-

-

Improved recovery

-

-

-

-

-

-

-

-

Purchases

-

-

-

-

-

-

-

-

Extensions and discoveries

-

-

-

-

-

-

-

-

Production

-

-

-

-

-

(5)

-

(5)

Sales

-

-

-

-

-

-

-

-

End of 2019

-

-

-

-

-

-

Revisions

-

-

-

-

-

-

-

-

Improved recovery

-

-

-

-

-

-

-

-

Purchases

-

-

-

-

-

-

-

-

Extensions and discoveries

-

-

-

-

-

-

-

-

Production

-

-

-

-

-

(5)

-

(5)

Sales

-

-

-

-

-

-

-

-

End of 2020

-

-

-

-

-

-

Revisions

-

-

-

-

-

-

-

-

Improved recovery

-

-

-

-

-

-

-

-

Purchases

-

-

-

-

-

-

-

-

Extensions and discoveries

-

-

-

-

-

-

-

-

Production

-

-

-

-

-

(5)

-

(5)

Sales

-

-

-

-

-

-

-

-

End of 2021

-

-

-

-

-

-

Total

company

End of 2018

1,233

1,936

2,611

End of 2019

1,231

2,028

2,635

End of 2020

1,572

2,119

End of 2021

1,035

1,452

2,487

3,027

Supplementary Data

ConocoPhillips

2021 10-K

Years Ended

Crude Oil

December 31

Millions of Barrels

Lower

Total

Asia Pacific/

Alaska

U.S.

Canada

Europe

Middle East

Africa

Total

Developed

Consolidated operations

End of 2018

1,058

1,404

1,896

End of 2019

1,048

1,382

1,809

End of 2020

1,028

1,415

End of 2021

1,828

2,223

Equity affiliates

End of 2018

-

-

-

-

-

-

End of 2019

-

-

-

-

-

-

End of 2020

-

-

-

-

-

-

End of 2021

-

-

-

-

-

-

Undeveloped

Consolidated operations

End of 2018

End of 2019

End of 2020

-

End of 2021

Equity affiliates

End of 2018

-

-

-

-

-

-

-

-

End of 2019

-

-

-

-

-

-

-

-

End of 2020

-

-

-

-

-

-

-

-

End of 2021

-

-

-

-

-

-

-

-

Notable changes in proved crude oil reserves

in the three years ended December 31, 2021,

included:

●

Revisions

: In 2021, Alaska upward revisions

were primarily driven by higher prices.

Downward revisions in Lower 48 were

due to development timing for specific well

locations from unconventional

plays of 203 million barrels and technical

revisions of 35 million barrels, partially offset

by upward revisions due to

higher prices of 115 million barrels and additional

infill drilling in the unconventional plays

of 71 million barrels.

Upward revisions in Europe were

primarily due to higher

prices. In Asia Pacific/Middle East,

increases were due to higher prices of 21 million barrels

and technical revisions of 16

million barrels.

In 2020, Alaska downward revisions

were primarily driven by lower prices of 243 million barrels

and development plan

changes of 54 million barrels.

Downward revisions in Lower

48 were due to lower prices of 89 million barrels

and

development timing for specific well locations

from unconventional plays

of 82 million barrels, partially offset by upward

technical revisions and additional infill drilling

in the unconventional plays

of 45 million barrels.

In 2019, Alaska upward revisions

were due to cost and technical revisions

of 74 million barrels, partially offset by downward

price revisions of 34 million barrels.

Upward revisions in Europe and

Africa were primarily due to infill drilling and technical

revisions.

Downward revisions in Lower 48 were

due to changes in development timing for

specific well locations from the

unconventional plays

of 71 million barrels and price revisions of 22 million barrels, partially

offset by upward revisions

related to infill drilling and improved

well performance of 57 million barrels.

Supplementary Data

ConocoPhillips

2021 10-K

●

Purchases

:

In 2021, Lower 48 purchases were due to

the Concho and Shell Permian acquisitions.

●

Extensions and discoveries

: In 2021, extensions and discoveries in Lower

48 were due to planned development

to add

specific well locations from the unconventional

plays which more than offset the decreases

resulting from development

plan timing in the revisions category.

In 2020, extensions and discoveries in Lower

48 were due to planned development

to add specific well locations from

the

unconventional plays

which more than offset the decreases resulting

from development plan timing in the revisions

category.

In 2019, extensions and discoveries in Lower

48 were due to planned development

to add specific well locations from

the

unconventional plays

which more than offset the decreases in the revisions

category.

In Asia Pacific/Middle East, increases

were due to sanctioning of development

programs in China and Malaysia.

●

Sales

: In 2019, Europe sales represent the disposition

of the U.K. assets.

Supplementary Data

ConocoPhillips

2021 10-K

Years Ended

Natural Gas Liquids

December 31

Millions of Barrels

Lower

Total

Asia Pacific/

Alaska

U.S.

Canada

Europe

Middle East

Total

Developed and Undeveloped

Consolidated operations

End of 2018

Revisions

(1)

(11)

(12)

-

(1)

(10)

Improved recovery

-

-

-

-

-

-

-

Purchases

-

-

-

-

-

-

-

Extensions and discoveries

-

-

-

Production

(5)

(28)

(33)

-

(3)

(1)

(37)

Sales

-

-

-

-

(4)

-

(4)

End of 2019

Revisions

-

(26)

(26)

-

(1)

(26)

Improved recovery

-

-

-

-

-

-

-

Purchases

-

-

-

Extensions and discoveries

-

-

-

Production

(6)

(27)

(33)

(1)

(2)

-

(36)

Sales

-

(5)

(5)

-

-

-

(5)

End of 2020

-

Revisions

(6)

-

-

Improved recovery

-

-

-

-

-

-

-

Purchases

-

-

-

-

Extensions and discoveries

-

-

-

Production

(6)

(50)

(56)

(1)

(2)

-

(59)

Sales

-

(1)

(1)

-

-

-

(1)

End of 2021

-

Equity affiliates

End of 2018

-

-

-

-

-

Revisions

-

-

-

-

-

-

-

Improved recovery

-

-

-

-

-

-

-

Purchases

-

-

-

-

-

-

-

Extensions and discoveries

-

-

-

-

-

-

-

Production

-

-

-

-

-

(3)

(3)

Sales

-

-

-

-

-

-

-

End of 2019

-

-

-

-

-

Revisions

-

-

-

-

-

-

-

Improved recovery

-

-

-

-

-

-

-

Purchases

-

-

-

-

-

-

-

Extensions and discoveries

-

-

-

-

-

-

-

Production

-

-

-

-

-

(3)

(3)

Sales

-

-

-

-

-

-

-

End of 2020

-

-

-

-

-

Revisions

-

-

-

-

-

-

-

Improved recovery

-

-

-

-

-

-

-

Purchases

-

-

-

-

-

-

-

Extensions and discoveries

-

-

-

-

-

-

-

Production

-

-

-

-

-

(3)

(3)

Sales

-

-

-

-

-

-

-

End of 2021

-

-

-

-

-

Total

company

End of 2018

End of 2019

End of 2020

End of 2021

Supplementary Data

ConocoPhillips

2021 10-K

Years Ended

Natural Gas Liquids

December 31

Millions of Barrels

Lower

Total

Asia Pacific/

Alaska

U.S.

Canada

Europe

Middle East

Total

Developed

Consolidated operations

End of 2018

-

End of 2019

End of 2020

-

End of 2021

-

Equity affiliates

End of 2018

-

-

-

-

-

End of 2019

-

-

-

-

-

End of 2020

-

-

-

-

-

End of 2021

-

-

-

-

-

Undeveloped

Consolidated operations

End of 2018

-

-

End of 2019

-

-

End of 2020

-

-

-

End of 2021

-

-

Equity affiliates

End of 2018

-

-

-

-

-

-

-

End of 2019

-

-

-

-

-

-

-

End of 2020

-

-

-

-

-

-

-

End of 2021

-

-

-

-

-

-

-

Notable changes in proved NGL reserves

in the three years ended December 31,

2021, included:

●

Revisions

: In 2021, upward revisions

in Lower 48 were due to conversion

of acquired Concho Permian two-stream

contracts

to a three-stream (crude oil, natural

gas and natural gas liquids) basis,

adding 182 million barrels, additional infill drilling in

the unconventional plays

of 44 million barrels, technical revisions

of 21 million barrels and higher prices of 28 million

barrels, partially offset by downward

revisions related to development

timing for specific well locations

from

unconventional plays

of 62 million barrels.

In 2020, downward revisions in Lower

48 were due to lower prices of 33 million barrels

and development timing for specific

well locations from unconventional

plays of 20 million barrels, partially offset

by upward technical revisions

and additional

infill drilling in the unconventional plays

of 27 million barrels.

In 2019, downward revisions in Lower

48 were due to changes in development

timing for specific well locations from

the

unconventional plays

of 32 million barrels and price revisions of 11 million barrels, partially

offset by upward revisions

related to infill drilling and improved

well performance of 32 million barrels.

●

Purchases

: In 2021, Lower 48 purchases were due to

the Shell Permian acquisition.

●

Extensions and discoveries

: In 2021, extensions and discoveries in Lower

48 were due to planned development

to add

specific well locations from the unconventional

plays which more than offset the decreases

in the revisions category.

In 2020, extensions and discoveries in Lower

48 were due to planned development

to add specific well locations from

the

unconventional plays

,

which more than offset the decreases in the revisions

category.

In 2019, extensions and discoveries in Lower

48 were due to planned development

to add specific well locations from

the

unconventional plays

,

which more than offset the decreases in the revisions

category.

●

Sales

: In 2019, Europe sales represent the disposition

of the U.K. assets.

Supplementary Data

ConocoPhillips

2021 10-K

Years Ended

Natural Gas

December 31

Billions of Cubic Feet

Lower

Total

Asia Pacific/

Alaska

U.S.

Canada

Europe

Middle East

Africa

Total

Developed and Undeveloped

Consolidated operations

End of 2018

2,736

2,318

5,054

1,212

1,079

7,585

Revisions

(113)

(83)

(2)

Improved recovery

-

-

-

-

-

-

-

-

Purchases

-

-

-

-

-

Extensions and discoveries

-

-

Production

(85)

(252)

(337)

(4)

(178)

(250)

(11)

(780)

Sales

-

(7)

(7)

-

(298)

-

-

(305)

End of 2019

2,688

2,431

5,119

7,259

Revisions

(607)

(439)

(1,046)

(15)

(917)

Improved recovery

-

-

-

-

-

-

-

-

Purchases

-

-

-

-

Extensions and discoveries

-

-

-

Production

(85)

(231)

(316)

(16)

(112)

(171)

(2)

(617)

Sales

-

(39)

(39)

-

-

(58)

-

(97)

End of 2020

1,996

2,100

4,096

6,070

Revisions

-

Improved recovery

-

-

-

-

-

-

-

-

Purchases

-

2,438

2,438

-

-

-

-

2,438

Extensions and discoveries

-

-

-

Production

(86)

(473)

(559)

(30)

(113)

(147)

(7)

(856)

Sales

-

(270)

(270)

-

-

-

-

(270)

End of 2021

2,625

4,658

7,283

9,137

Equity affiliates

End of 2018

-

-

-

-

-

4,564

-

4,564

Revisions

-

-

-

-

-

(7)

-

(7)

Improved recovery

-

-

-

-

-

-

-

-

Purchases

-

-

-

-

-

-

-

-

Extensions and discoveries

-

-

-

-

-

-

Production

-

-

-

-

-

(388)

-

(388)

Sales

-

-

-

-

-

-

-

-

End of 2019

-

-

-

-

-

4,421

-

4,421

Revisions

-

-

-

-

-

(382)

-

(382)

Improved recovery

-

-

-

-

-

-

-

-

Purchases

-

-

-

-

-

-

Extensions and discoveries

-

-

-

-

-

-

Production

-

-

-

-

-

(395)

-

(395)

Sales

-

-

-

-

-

-

-

-

End of 2020

-

-

-

-

-

3,724

-

3,724

Revisions

-

-

-

-

-

-

Improved recovery

-

-

-

-

-

-

-

-

Purchases

-

-

-

-

-

-

-

-

Extensions and discoveries

-

-

-

-

-

-

Production

-

-

-

-

-

(390)

-

(390)

Sales

-

-

-

-

-

-

-

-

End of 2021

-

-

-

-

-

3,697

-

3,697

Total

company

End of 2018

2,736

2,318

5,054

1,212

5,643

12,149

End of 2019

2,688

2,431

5,119

5,398

11,680

End of 2020

1,996

2,100

4,096

4,575

9,794

End of 2021

2,625

4,658

7,283

4,461

12,834

Supplementary Data

ConocoPhillips

2021 10-K

Years Ended

Natural Gas

December 31

Billions of Cubic Feet

Lower

Total

Asia Pacific/

Alaska

U.S.

Canada

Europe

Middle East

Africa

Total

Developed

Consolidated operations

End of 2018

2,720

1,427

4,147

1,052

6,188

End of 2019

2,601

1,398

3,999

5,793

End of 2020

1,961

1,051

3,012

4,714

End of 2021

2,579

3,100

5,679

7,315

Equity affiliates

End of 2018

-

-

-

-

-

4,059

-

4,059

End of 2019

-

-

-

-

-

3,898

-

3,898

End of 2020

-

-

-

-

-

3,293

-

3,293

End of 2021

-

-

-

-

-

3,204

-

3,204

Undeveloped

Consolidated operations

End of 2018

-

1,397

End of 2019

1,033

1,120

-

1,466

End of 2020

1,049

1,084

-

-

1,356

End of 2021

1,558

1,604

-

1,822

Equity affiliates

End of 2018

-

-

-

-

-

-

End of 2019

-

-

-

-

-

-

End of 2020

-

-

-

-

-

-

End of 2021

-

-

-

-

-

-

Natural gas production

in the reserves table may differ

from gas production (delivered

for sale) in our statistics

disclosure, primarily

because the quantities above include gas

consumed in production operations.

Quantities consumed in production operations

are

not significant in the periods presented.

The value of net production consumed

in operations is not reflected in net revenues

and

production expenses, nor do the volumes impact the respective

per unit metrics.

Reserve volumes include natural gas

to be consumed in operations of 2,748 Bcf,

2,286 Bcf and 3,141 Bcf, as

of December 31, 2021,

2020 and 2019, respectively.

These volumes are not included in the calculation of our

Standardized Measure of Discounted

Future

Net Cash Flows Relating to Proved

Oil and Gas Reserve Quantities.

Natural gas reserves are

computed at 14.65 pounds per square inch absolute

and 60 degrees Fahrenheit.

Notable changes in proved natural

gas reserves in the three years

ended December 31, 2021, included:

●

Revisions

: In 2021, upward revisions

in Alaska were due to higher prices of 587 Bcf and technical

revisions of 128 Bcf.

In

Lower 48, upward revisions of 614 Bcf were

due to higher prices, additional infill drilling in the unconventional

plays of 277

Bcf and technical revisions of 60 Bcf,

partially offset by downward

revisions due to development timing for

specific well

locations from unconventional

plays of 498 Bcf and conversion

of previously acquired Permian two-stream

contracted

volumes to a three-stream (crude

oil, natural gas and natural

gas liquids) basis of 412 Bcf.

Upward revisions in Canada were

due to higher prices of 29 Bcf, partially

offset by downward revisions

due to technical revisions of 14 Bcf.

In Europe,

upward revisions were primarily

due to higher prices.

Upward revisions in our consolidated

operations in Asia

Pacific/Middle East were due

to technical revisions of 76 Bcf,

partially offset by price revisions

of 16 Bcf.

In our equity

affiliates in Asia Pacific/Middle East,

upward revisions were due

to higher prices of 124 Bcf and technical and cost

revisions

of 123 Bcf.

In 2020,

downward revisions in Alaska

were primarily due to lower prices.

In Lower 48, downward revisions

of 372 Bcf were

due to lower prices and 154 Bcf were due to development

timing for specific well locations from

unconventional plays,

partially offset by technical revisions

of 87 Bcf.

Downward revisions in our

equity affiliates in Asia Pacific/Middle East

were

Supplementary Data

ConocoPhillips

2021 10-K

due to lower prices of 426 Bcf,

partially offset by performance revisions

of 44 Bcf.

Upward revisions

in our consolidated

operations in Asia Pacific/Middle East

were due to technical revisions

of 88 Bcf and price revisions of 15 Bcf.

In 2019, upward revisions in Europe

were due to technical and cost

revisions.

In Asia Pacific/Middle East upward

revisions

were primarily due to the Indonesia Corridor PSC term

extension.

Downward revisions in Lower 48 were

due to changes in

development timing for specific well locations

from the unconventional plays

of 207 Bcf and price revisions of 125 Bcf,

partially offset by upward

revisions related to infill drilling

and improved well performance of 219 Bcf.

●

Purchases

: In 2021, Lower 48 purchases were due to

the Concho and Shell Permian acquisitions.

In 2020, Canada purchases were due to the acquisition

of additional Montney acreage.

●

Extensions and discoveries

: In 2021, extensions and discoveries in Lower

48 were due to planned development

to add

specific well locations from the unconventional

plays which more than offset the decreases

resulting from development

plan timing in the revisions category.

Extensions and discoveries in Canada were primarily

driven by ongoing drilling

successes in Montney.

In 2020,

extensions and discoveries in Lower

48 were due to planned development

to add specific well locations from

the

unconventional plays

which more than offset the decreases resulting

from development plan timing in the revisions

category.

Extensions and discoveries in Canada were primarily

driven by ongoing drilling successes in Montney.

In 2019, extensions and discoveries in Lower

48 were due to planned development

to add specific well locations from

the

unconventional plays

which more than offset the decreases in the revisions

category.

Extensions and discoveries in our

equity affiliates were due to ongoing

development in APLNG.

●

Sales

: In 2021, Lower 48 sales represent the disposition

of noncore assets.

In 2020, Asia Pacific/Middle East sales

represent the disposition of the Australia

-West assets.

In 2019, Europe sales represent the disposition

of the U.K. assets.

Supplementary Data

ConocoPhillips

2021 10-K

Years Ended

Bitumen

December 31

Millions of Barrels

Canada

Developed and Undeveloped

Consolidated operations

End of 2018

Revisions

Improved recovery

-

Purchases

-

Extensions and discoveries

Production

(22)

Sales

-

End of 2019

Revisions

(15)

Improved recovery

-

Purchases

-

Extensions and discoveries

Production

(20)

Sales

-

End of 2020

Revisions

(50)

Improved recovery

-

Purchases

-

Extensions and discoveries

-

Production

(25)

Sales

-

End of 2021

Equity affiliates

End of 2018

-

Revisions

-

Improved recovery

-

Purchases

-

Extensions and discoveries

-

Production

-

Sales

-

End of 2019

-

Revisions

-

Improved recovery

-

Purchases

-

Extensions and discoveries

-

Production

-

Sales

-

End of 2020

-

Revisions

-

Improved recovery

-

Purchases

-

Extensions and discoveries

-

Production

-

Sales

-

End of 2021

-

Total

company

End of 2018

End of 2019

End of 2020

End of 2021

Supplementary Data

ConocoPhillips

2021 10-K

Years Ended

Bitumen

December 31

Millions of Barrels

Canada

Developed

Consolidated operations

End of 2018

End of 2019

End of 2020

End of 2021

Equity affiliates

End of 2018

-

End of 2019

-

End of 2020

-

End of 2021

-

Undeveloped

Consolidated operations

End of 2018

End of 2019

End of 2020

End of 2021

Equity affiliates

End of 2018

-

End of 2019

-

End of 2020

-

End of 2021

-

Notable changes in proved bitumen reserves

in the three years ended December 31, 2021,

included:

●

Revisions

: In 2021, downward revisions

of 64 million barrels were driven by changes in carbon

tax costs

and 39 million barrels due to changes in development

timing for specific pad locations from the Surmont

development program, partially

offset by upward revisions

from price of 53 million barrels.

In 2020,

downward revisions in Canada

were due to changes in development

timing for specific pad

locations from the Surmont development

program of 12 million barrels

with the remaining revisions

primarily related to lower prices.

In 2019, upward revisions in Canada were

due to technical revisions in

Surmont of 70 million barrels,

partially offset by downward

revisions due to changes in development

timing for specific pad locations

from the Surmont development program

of 31 million barrels.

●

Extensions and discoveries

: In 2020,

extensions and discoveries in

Canada were primarily due to planned

development to add specific pad locations

from the Surmont development program,

which more than

offset the decrease in the revisions

category.

In 2019, extensions and discoveries in Canada

were due to planned development to

add specific pad

locations from the Surmont development

program, which offset

the decrease in the revisions category

of

31 million barrels.

Supplementary Data

ConocoPhillips

2021 10-K

Years Ended

Total Proved

Reserves

December 31

Millions of Barrels of Oil Equivalent

Lower

Total

Asia Pacific/

Alaska

U.S.

Canada

Europe

Middle East

Africa

Total

Developed and Undeveloped

Consolidated operations

End of 2018

1,795

1,312

3,107

4,383

Revisions

(67)

(23)

Improved recovery

-

-

-

-

-

Purchases

-

-

-

-

-

Extensions and discoveries

-

-

Production

(93)

(165)

(258)

(23)

(68)

(74)

(16)

(439)

Sales

-

(3)

(3)

-

(85)

-

-

(88)

End of 2019

1,779

1,447

3,226

4,414

Revisions

(398)

(226)

(624)

(20)

(3)

(622)

Improved recovery

-

-

-

-

-

-

Purchases

-

-

-

-

Extensions and discoveries

-

-

-

Production

(85)

(142)

(227)

(25)

(49)

(55)

(3)

(359)

Sales

-

(25)

(25)

(1)

-

(10)

-

(36)

End of 2020

1,306

1,273

2,579

3,734

Revisions

(45)

Improved recovery

-

-

-

-

-

Purchases

-

1,169

1,169

-

-

-

-

1,169

Extensions and discoveries

-

Production

(84)

(289)

(373)

(35)

(50)

(48)

(14)

(520)

Sales

-

(54)

(54)

-

-

-

-

(54)

End of 2021

1,555

2,775

4,330

5,388

Equity affiliates

End of 2018

-

-

-

-

-

-

Revisions

-

-

-

-

-

(1)

-

(1)

Improved recovery

-

-

-

-

-

-

-

-

Purchases

-

-

-

-

-

-

-

-

Extensions and discoveries

-

-

-

-

-

-

Production

-

-

-

-

-

(73)

-

(73)

Sales

-

-

-

-

-

-

-

-

End of 2019

-

-

-

-

-

-

Revisions

-

-

-

-

-

(63)

-

(63)

Improved recovery

-

-

-

-

-

-

-

-

Purchases

-

-

-

-

-

-

-

-

Extensions and discoveries

-

-

-

-

-

-

Production

-

-

-

-

-

(73)

-

(73)

Sales

-

-

-

-

-

-

-

-

End of 2020

-

-

-

-

-

-

Revisions

-

-

-

-

-

-

Improved recovery

-

-

-

-

-

-

-

-

Purchases

-

-

-

-

-

-

-

-

Extensions and discoveries

-

-

-

-

-

-

Production

-

-

-

-

-

(73)

-

(73)

Sales

-

-

-

-

-

-

-

-

End of 2021

-

-

-

-

-

-

Total

company

End of 2018

1,795

1,312

3,107

1,222

5,263

End of 2019

1,779

1,447

3,226

1,146

5,262

End of 2020

1,306

1,273

2,579

4,459

End of 2021

1,555

2,775

4,330

6,101

Supplementary Data

ConocoPhillips

2021 10-K

Years Ended

Total Proved

Reserves

December 31

Millions of Barrels of Oil Equivalent

Lower

Total

Asia Pacific/

Alaska

U.S.

Canada

Europe

Middle East

Africa

Total

Developed

Consolidated operations

End of 2018

1,617

2,298

3,305

End of 2019

1,582

2,248

3,174

End of 2020

1,186

1,707

2,508

End of 2021

1,424

1,767

3,191

4,020

Equity affiliates

End of 2018

-

-

-

-

-

-

End of 2019

-

-

-

-

-

-

End of 2020

-

-

-

-

-

-

End of 2021

-

-

-

-

-

-

Undeveloped

Consolidated operations

End of 2018

1,078

End of 2019

1,240

End of 2020

1,226

End of 2021

1,008

1,139

1,368

Equity affiliates

End of 2018

-

-

-

-

-

-

End of 2019

-

-

-

-

-

-

End of 2020

-

-

-

-

-

-

End of 2021

-

-

-

-

-

-

Natural gas reserves are

converted to barrels of oil equivalent

(BOE) based on a 6:1 ratio: six MCF of natural

gas converts to

one

BOE.

Proved Undeveloped Reserves

The following table shows changes

in total proved undeveloped

reserves for 2021:

Proved Undeveloped Reserves

Millions of Barrels of

Oil Equivalent

End of 2020

1,298

Revisions

(167)

Improved recovery

Purchases

Extensions and discoveries

Sales

-

Transfers

to proved developed

(288)

End of 2021

1,450

Downward revisions were

driven by changes in development timing

of 389 MMBOE primarily in North America and negative

bitumen revisions in Canada due to changes in

carbon tax costs of 65 MMBOE, partially offset

by upward revisions for

Lower 48 infill

drilling of 162 MMBOE and higher prices of 125 MMBOE.

Purchases were driven by Lower 48 due to

the Concho acquisition.

Supplementary Data

ConocoPhillips

2021 10-K

Extensions and discoveries were largely

driven by an addition of 399 MMBOE in Lower 48 for

the continued development of

unconventional plays.

The remaining extensions and discoveries were

driven by the continued development

planned in the other

geographic regions.

Transfers

to proved developed reserves

were driven by the ongoing development

of our assets. Approximately

65 percent of the

transfers were

from the development of our Lower 48 unconventional

plays. The remainder of transfers

were from development

across the other geographic regions.

At December 31, 2021, our PUDs represented

24 percent of total proved

reserves, compared with 29 percent at

December 31, 2020.

Costs incurred for the year ended

December 31, 2021, relating to the development

of PUDs were $3.8 billion.

A portion of our costs

incurred each year relates to development

projects where the PUDs will be converted

to proved developed reserves

in future years.

At the end of 2021, approximately

93 percent of total PUDs were under development

or scheduled for development

within five

years of initial disclosure, including all of our Lower

48 PUDs. The remaining PUDs are in major development

areas which are

currently producing and within our Canada

and Asia Pacific/Middle East geographic

areas.

Results of Operations

The company’s results

of operations from oil and gas

activities for the years 2021, 2020 and 2019 are

shown in the following tables.

Non-oil and gas activities, such as pipeline and marine operations,

LNG operations, crude oil and gas marketing

activities, and the

profit element of transportation

operations in which we have an

ownership interest are

excluded.

Additional information about

selected line items within the results of operations

tables is shown below:

●

Sales include sales to unaffiliated entities attributable

primarily to the company’s

net working interests and royalty

interests.

Sales are net of fees to transport

our produced hydrocarbons

beyond the production function to

a final delivery

point using transportation operations

which are not consolidated.

●

Transportation

costs reflect fees to transport

our produced hydrocarbons

beyond the production function to a

final delivery

point using transportatio

n

operations which are consolidated.

●

Other revenues include gains and losses

from asset sales, certain amounts resulting from

the purchase and sale of

hydrocarbons, and other miscellaneous

income.

●

Production costs include costs incurred

to operate and maintain

wells, related equipment and facilities

used in the

production of petroleum liquids and natural

gas.

●

Taxes

other than income taxes include

production, property and other non-income taxes.

●

Depreciation of support equipment is reclassified as

applicable.

●

Other related expenses include inventory

fluctuations, foreign currency transaction

gains and losses and other

miscellaneous expenses.

Supplementary Data

ConocoPhillips

2021 10-K

Results of Operations

Year Ended

Millions of Dollars

December 31, 2021

Lower

Total

Asia Pacific/

Other

Alaska

U.S.

Canada

Europe

Middle East

Africa

Areas

Total

Consolidated operations

Sales

$

4,832

14,093

18,925

1,219

3,568

2,525

-

27,154

Transfers

-

-

-

-

-

-

Transportation costs

(626)

-

(626)

-

-

-

-

-

(626)

Other revenues

(5)

(161)

Total revenues

4,224

14,228

18,452

1,542

3,563

2,762

1,058

(161)

27,216

Production costs excluding taxes

1,073

2,414

3,487

-

5,001

Taxes

other than income taxes

1,379

1,531

Exploration expenses

Depreciation, depletion and

amortization

4,053

4,917

-

6,966

Impairments

(8)

(3)

(24)

-

-

(14)

Other related expenses

(31)

(19)

(22)

(42)

(63)

Accretion

-

-

1,720

6,675

8,395

2,171

1,330

(189)

13,265

Income tax provision (benefit)

1,467

1,845

1,673

(53)

4,974

Results of operations

$

1,342

5,208

6,550

(136)

8,291

Equity affiliates

Sales

$

-

-

-

-

-

-

-

Transfers

-

-

-

-

-

1,797

-

-

1,797

Transportation costs

-

-

-

-

-

-

-

-

-

Other revenues

-

-

-

-

-

-

-

Total revenues

-

-

-

-

-

2,547

-

-

2,547

Production costs excluding taxes

-

-

-

-

-

-

-

Taxes

other than income taxes

-

-

-

-

-

-

-

Exploration expenses

-

-

-

-

-

-

-

Depreciation, depletion and

amortization

-

-

-

-

-

Impairments

-

-

-

-

-

-

-

Other related expenses

-

-

-

-

-

-

-

Accretion

-

-

-

-

-

-

-

-

-

-

-

-

(205)

-

-

(205)

Income tax provision (benefit)

-

-

-

-

-

(42)

-

-

(42)

Results of operations

$

-

-

-

-

-

(163)

-

-

(163)

Supplementary Data

ConocoPhillips

2021 10-K

Year Ended

Millions of Dollars

December 31, 2020

Lower

Total

Asia Pacific/

Other

Alaska

U.S.

Canada

Europe

Middle East

Africa

Areas

Total

Consolidated operations

Sales

$

2,944

3,421

6,365

1,560

1,717

-

10,001

Transfers

-

-

-

-

-

Transportation costs

(587)

-

(587)

-

-

(19)

-

-

(606)

Other revenues

(1)

(20)

(21)

(21)

Total revenues

2,360

3,401

5,761

1,539

2,465

10,185

Production costs excluding taxes

1,058

1,399

2,457

3,741

Taxes

other than income taxes

Exploration expenses

1,099

1,172

1,456

Depreciation, depletion and

amortization

2,544

3,384

-

5,290

Impairments

-

-

-

-

Other related expenses

(58)

(25)

(29)

(54)

Accretion

-

-

(1,051)

(1,733)

(2,784)

(503)

1,058

(103)

(1,943)

Income tax provision (benefit)

(271)

(430)

(701)

(191)

(20)

(431)

Results of operations

$

(780)

(1,303)

(2,083)

(312)

(83)

(1,512)

Equity affiliates

Sales

$

-

-

-

-

-

-

-

Transfers

-

-

-

-

-

1,205

-

-

1,205

Transportation costs

-

-

-

-

-

-

-

-

-

Other revenues

-

-

-

-

-

-

-

Total revenues

-

-

-

-

-

1,696

-

-

1,696

Production costs excluding taxes

-

-

-

-

-

-

-

Taxes

other than income taxes

-

-

-

-

-

-

-

Exploration expenses

-

-

-

-

-

-

-

Depreciation, depletion and

amortization

-

-

-

-

-

-

-

Impairments

-

-

-

-

-

-

-

-

-

Other related expenses

-

-

-

-

-

(2)

-

-

(2)

Accretion

-

-

-

-

-

-

-

-

-

-

-

-

-

-

Income tax provision (benefit)

-

-

-

-

-

-

-

Results of operations

$

-

-

-

-

-

-

-

Supplementary Data

ConocoPhillips

2021 10-K

Year Ended

Millions of Dollars

December 31, 2019

Lower

Total

Asia Pacific/

Other

Alaska

U.S.

Canada

Europe

Middle East

Africa

Areas

Total

Consolidated operations

Sales

$

4,883

6,356

11,239

3,207

3,032

-

19,106

Transfers

-

-

-

-

-

Transportation costs

(629)

-

(629)

-

-

(41)

-

-

(670)

Other revenues

1,785

2,449

Total revenues

4,319

6,434

10,753

4,992

3,452

1,020

21,338

Production costs excluding taxes

1,235

1,578

2,813

(8)

4,615

Taxes

other than income taxes

(2)

Exploration expenses

Depreciation, depletion and

amortization

2,804

3,504

1,172

-

5,785

Impairments

-

-

-

-

Other related expenses

(12)

(38)

(42)

Accretion

-

-

1,929

2,547

3,207

1,426

8,520

Income tax provision (benefit)

(74)

2,406

Results of operations

$

1,485

1,956

2,616

6,114

Equity affiliates

Sales

$

-

-

-

-

-

-

-

Transfers

-

-

-

-

-

2,229

-

-

2,229

Transportation costs

-

-

-

-

-

-

-

-

-

Other revenues

-

-

-

-

-

-

-

Total revenues

-

-

-

-

-

2,859

-

-

2,859

Production costs excluding taxes

-

-

-

-

-

-

-

Taxes

other than income taxes

-

-

-

-

-

-

-

Exploration expenses

-

-

-

-

-

-

-

-

-

Depreciation, depletion and

amortization

-

-

-

-

-

-

-

Impairments

-

-

-

-

-

-

-

-

-

Other related expenses

-

-

-

-

-

-

-

Accretion

-

-

-

-

-

-

-

-

-

-

-

-

1,098

-

-

1,098

Income tax provision (benefit)

-

-

-

-

-

-

-

Results of operations

$

-

-

-

-

-

-

-

Supplementary Data

ConocoPhillips

2021 10-K

Statistics

Net Production

2021

2020

2019

Thousands of Barrels Daily

Crude Oil

Consolidated operations

Alaska

Lower 48

United States

Canada

Europe

Asia Pacific

Africa

Total

consolidated operations

Equity affiliates—

Asia Pacific/Middle East

Total

company

Delaware Basin Area (Lower 48)*

Greater Prudhoe Area (Alaska)*

Natural Gas Liquids

Consolidated operations

Alaska

Lower 48

United States

Canada

-

Europe

Asia Pacific

-

Total

consolidated operations

Equity affiliates—

Asia Pacific/Middle East

Total

company

Delaware Basin Area (Lower 48)*

Greater Prudhoe Area (Alaska)*

Bitumen

Consolidated operations—

Canada

Total

company

Natural Gas

Millions of Cubic Feet Daily

Consolidated operations

Alaska

Lower 48

1,340

United States

1,356

Canada

Europe

Asia Pacific

Africa

Total

consolidated operations

2,109

1,339

1,753

Equity affiliates—

Asia Pacific/Middle East

1,053

1,055

1,052

Total

company

3,162

2,394

2,805

Delaware Basin Area (Lower 48)*

Greater Prudhoe Area (Alaska)*

*At year-end 2021, the Delaware Basin Area in Lower 48 contained more than 15 percent of our total proved reserves. At year-end 2021, 2020

and 2019, the Greater Prudhoe Area in Alaska contained more than 15 percent of our total proved reserves.

Supplementary Data

ConocoPhillips

2021 10-K

Average Sales Prices

2021

2020

2019

Crude Oil Per Barrel

Consolidated operations

Alaska*

$

60.81

33.72

55.85

Lower 48

66.12

35.17

55.30

United States

64.53

34.48

55.54

Canada

56.38

23.57

40.87

Europe

68.94

42.80

65.12

Asia Pacific

70.36

42.84

65.02

Africa

69.06

48.64

64.47

Total

international

68.85

42.39

64.85

Total

consolidated operations

65.53

36.69

58.51

Equity affiliates

—Asia Pacific/Middle East

69.45

39.02

61.32

Total

operations

65.59

36.75

58.57

Natural Gas Liquids Per Barrel

Consolidated operations

Lower 48

$

30.63

12.13

16.83

United States

30.63

12.13

16.85

Canada

31.18

5.41

19.87

Europe

43.97

23.27

29.37

Asia Pacific

-

33.21

37.85

Total

international

37.50

20.25

32.29

Total

consolidated operations

31.04

12.90

18.73

Equity affiliates

—Asia Pacific/Middle East

54.16

32.69

36.70

Total

operations

32.45

14.61

20.09

Bitumen Per Barrel

Consolidated operations—

Canada

$

37.52

8.02

**

31.72

Natural Gas Per Thousand Cubic Feet

Consolidated operations

Alaska

$

2.81

2.91

3.19

Lower 48

4.38

1.65

2.12

United States

4.38

1.66

2.12

Canada

2.54

1.21

0.49

Europe

13.75

3.23

4.92

Asia Pacific*

6.56

5.27

5.73

Africa

3.73

3.71

4.87

Total

international

8.91

4.31

5.35

Total

consolidated operations

6.00

3.13

4.19

Equity affiliates

—Asia Pacific/Middle East

5.31

3.71

6.29

Total

operations

5.77

3.38

4.99

*Average sales prices for Alaska crude oil and Asia Pacific natural gas above reflect a reduction for transportation costs in which we

have an ownership interest that are incurred subsequent to the terminal point of the production function.

Accordingly, the average sales prices

differ from those discussed in Item 7 of Management's Discussion and Analysis of Financial

Condition and Results of Operations.

**Average sales prices include unutilized transportation costs.

Supplementary Data

ConocoPhillips

2021 10-K

2021

2020

2019

Average Production Costs

Per Barrel of Oil Equivalent*

Consolidated operations

Alaska

$

14.92

14.60

15.52

Lower 48

8.48

9.93

9.59

United States

9.78

11.51

11.52

Canada

15.10

14.29

16.53

Europe

9.88

8.97

11.22

Asia Pacific

10.21

9.26

8.74

Africa

2.95

6.38

4.46

Total

international

10.53

10.11

10.26

Total

consolidated operations

9.99

10.99

10.99

Equity affiliates—

Asia Pacific/Middle East

4.60

4.01

4.68

Average Production Costs

Per Barrel—Bitumen

Consolidated operations—

Canada

$

13.41

12.45

13.74

Taxes

Other Than Income Taxes

Per Barrel of Oil Equivalent

Consolidated operations

Alaska

$

6.15

4.08

3.87

Lower 48

3.29

1.87

2.65

United States

3.87

2.62

3.05

Canada

0.67

0.62

0.78

Europe

0.73

0.65

0.48

Asia Pacific

1.99

0.81

0.76

Africa

0.07

0.91

0.19

Total

international

1.06

0.72

0.60

Total

consolidated operations

3.06

1.91

2.03

Equity affiliates—

Asia Pacific/Middle East

11.52

6.96

11.46

Depreciation, Depletion and Amortization Per Barrel of Oil Equivalent

Consolidated operations

Alaska

$

12.02

11.59

8.80

Lower 48

14.24

18.05

17.03

United States

13.79

15.86

14.35

Canada

11.16

13.08

10.00

Europe

17.13

16.24

12.75

Asia Pacific

17.25

15.66

16.55

Africa

2.40

2.43

2.36

Total

international

14.25

15.01

12.99

Total

consolidated operations

13.92

15.54

13.78

Equity affiliates—

Asia Pacific/Middle East

8.29

7.89

8.09

*Includes bitumen.

Supplementary Data

ConocoPhillips

2021 10-K

Development and Exploration Activities

The following two tables summarize

our net interest in productive

and dry exploratory and development

wells in

the years ended December 31, 2021, 2020 and 2019.

A “development well”

is a well drilled within the proved area

of a reservoir to the depth of a stratigraphic

horizon known to be productive.

An “exploratory

well” is a well drilled

to find and produce crude oil or natural

gas in an unknown field or a new reservoir within a proven

field.

Exploratory wells also include wells drilled in areas

near or offsetting current production,

or in areas where well

density or production history have

not achieved statistical certainty

of results.

Excluded from the exploratory

well

count are stratigraphic

-type exploratory wells, primarily relating

to oil sands delineation wells located in Canada

and CBM test wells located in Asia

Pacific/Middle East.

Net Wells Completed

Productive

Dry

2021

2020

2019

2021

2020

2019

Exploratory

Consolidated operations

Alaska

-

-

-

Lower 48

-

-

United States

Canada

-

-

-

-

Europe

-

-

-

Asia Pacific/Middle East

Africa

-

-

-

-

-

Other areas

-

-

-

-

-

Total

consolidated operations

Equity affiliates

Asia Pacific/Middle East

-

-

-

Total

equity affiliates

-

-

-

Development

Consolidated operations

Alaska

-

-

-

Lower 48

-

-

-

United States

-

-

-

Canada

-

-

-

-

Europe

-

-

-

Asia Pacific/Middle East

-

-

-

Africa

-

-

-

Other areas

-

-

-

-

-

-

Total

consolidated operations

-

-

-

Equity affiliates

Asia Pacific/Middle East

-

-

-

Total

equity affiliates

-

-

-

*Our total proportionate interest was less than one.

Supplementary Data

ConocoPhillips

2021 10-K

The table below represents the status

of our wells drilling at December 31, 2021, and includes wells in the

process of drilling or in active completion.

It also represents gross and net

productive wells, including producing

wells and wells capable of production at

December 31, 2021.

Wells at December 31, 2021

Productive

In Progress

Oil

Gas

Gross

Net

Gross

Net

Gross

Net

Consolidated operations

Alaska

1,602

-

-

Lower 48

16,306

8,015

5,091

2,211

United States

17,908

8,955

5,091

2,211

Canada

Europe

Asia Pacific/Middle East

Africa

Other areas

-

-

-

-

-

-

Total

consolidated operations

19,797

9,439

5,347

2,382

Equity affiliates

Asia Pacific/Middle East

-

-

4,908

1,171

Total

equity affiliates

-

-

4,908

1,171

Acreage at December 31, 2021

Thousands of Acres

Developed

Undeveloped

Gross

Net

Gross

Net

Consolidated operations

Alaska

1,341

1,329

Lower 48

4,096

2,538

10,514

8,233

United States

4,759

3,017

11,855

9,562

Canada

3,433

1,948

Europe

Asia Pacific/Middle East

10,451

6,930

Africa

12,545

2,049

Other areas

-

-

Total

consolidated operations

6,765

3,765

39,378

20,985

Equity affiliates

Asia Pacific/Middle East

1,039

3,807

Total equity

affiliates

1,039

3,807

Supplementary Data

ConocoPhillips

2021 10-K

Costs Incurred

Year Ended

Millions of Dollars

December 31

Lower

Total

Asia Pacific/

Other

Alaska

U.S.

Canada

Europe

Middle East

Africa

Areas

Total

2021

Consolidated operations

Unproved property acquisition

$

11,261

11,262

-

-

-

-

11,266

Proved property acquisition

-

16,101

16,101

-

-

-

-

16,102

27,362

27,363

-

-

-

-

27,368

Exploration

1,053

Development

2,461

3,410

-

4,440

$

1,034

30,588

31,622

32,861

Equity affiliates

Unproved property acquisition

$

-

-

-

-

-

-

-

-

-

Proved property acquisition

-

-

-

-

-

-

-

-

-

-

-

Exploration

-

-

-

-

-

-

-

Development

-

-

-

-

-

-

-

$

-

-

-

-

-

-

-

2020

Consolidated operations

Unproved property acquisition

$

-

-

Proved property acquisition

-

-

-

-

-

-

-

Exploration

Development

1,758

2,503

-

3,501

$

1,036

1,946

2,982

4,901

Equity affiliates

Unproved property acquisition

$

-

-

-

-

-

-

-

-

-

Proved property acquisition

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

Exploration

-

-

-

-

-

-

-

Development

-

-

-

-

-

-

-

$

-

-

-

-

-

-

-

2019

Consolidated operations

Unproved property acquisition

$

-

-

-

Proved property acquisition

-

-

-

-

-

-

Exploration

1,103

Development

1,125

3,028

4,153

-

5,501

$

1,508

3,579

5,087

7,193

Equity affiliates

Unproved property acquisition

$

-

-

-

-

-

-

-

Proved property acquisition

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

Exploration

-

-

-

-

-

-

-

Development

-

-

-

-

-

-

-

$

-

-

-

-

-

-

-

Supplementary Data

ConocoPhillips

2021 10-K

Capitalized Costs

At December 31

Millions of Dollars

Lower

Total

Asia Pacific/

Other

Alaska

U.S.

Canada

Europe

Middle East

Africa

Areas

Total

2021

Consolidated operations

Proved property

$

22,750

58,561

81,311

7,380

14,514

12,226

-

116,397

Unproved property

1,402

7,704

9,106

1,517

10,993

24,152

66,265

90,417

8,897

14,669

12,318

1,080

127,390

Accumulated depreciation,

depletion and amortization

11,945

29,975

41,920

2,749

10,166

9,240

64,506

$

12,207

36,290

48,497

6,148

4,503

3,078

-

62,884

Equity affiliates

Proved property

$

-

-

-

-

-

10,357

-

-

10,357

Unproved property

-

-

-

-

-

2,162

-

-

2,162

-

-

-

-

-

12,519

-

-

12,519

Accumulated depreciation,

depletion and amortization

-

-

-

-

-

8,539

-

-

8,539

$

-

-

-

-

-

3,980

-

-

3,980

2020

Consolidated operations

Proved property

$

21,819

37,452

59,271

7,255

14,931

11,913

-

94,312

Unproved property

1,398

2,029

1,529

4,141

23,217

38,083

61,300

8,784

15,082

12,002

1,056

98,453

Accumulated depreciation,

depletion and amortization

11,098

27,948

39,046

2,431

10,015

8,567

60,455

$

12,119

10,135

22,254

6,353

5,067

3,435

37,998

Equity affiliates

Proved property

$

-

-

-

-

-

10,310

-

-

10,310

Unproved property

-

-

-

-

-

2,187

-

-

2,187

-

-

-

-

-

12,497

-

-

12,497

Accumulated depreciation,

depletion and amortization

-

-

-

-

-

6,959

-

-

6,959

$

-

-

-

-

-

5,538

-

-

5,538

Supplementary Data

ConocoPhillips

2021 10-K

Standardized Measure of

Discounted Future Net Cash Flows Relatin

g

to Proved Oil and Gas Reserve Quantities

In accordance with SEC and FASB

requirements, amounts were

computed using 12-month average

prices (adjusted only for existing

contractual terms) and end-of-year

costs, appropriate statutory

tax rates and a prescri

bed 10 percent discount factor.

Twelve-

month average prices are calculated

as the unweighted arithmetic average

of the first-day-of-the-month

price for each month within

the 12-month period prior to the end of the reporting period.

For all years, continuation of year

-end economic conditions was

assumed.

The calculations were based on estimates

of proved reserves, which are revised

over time as new data becomes available.

Probable or possible reserves, which may become

proved in the future, were not considered.

The calculations also require

assumptions as to the timing of future production

of proved reserves and the timing and amount

of future development costs,

including dismantlement, and future production

costs, including taxes other than

income taxes.

While due care was taken in

its preparation, we do not represent

that this data is the fair value of our

oil and gas properties, or a fair

estimate of the present value

of cash flows to be obtained from their development

and production.

Discounted Future Net Cash Flows

Millions of Dollars

Lower

Total

Asia Pacific/

Alaska

U.S.

Canada

Europe

Middle East

Africa

Total

2021

Consolidated operations

Future cash inflows

$

65,910

125,197

191,107

10,847

21,670

11,583

15,778

250,985

Less:

Future production costs

34,444

43,034

77,478

4,960

6,090

4,987

94,316

Future development costs

8,033

13,386

21,419

3,960

1,314

28,029

Future income tax provisions

5,310

13,167

18,477

8,345

1,542

13,506

41,987

Future net cash flows

18,123

55,610

73,733

4,847

3,275

3,740

1,058

86,653

10 percent annual discount

7,963

22,290

30,253

1,639

33,958

Discounted future net cash flows

$

10,160

33,320

43,480

3,208

2,579

2,810

52,695

Equity affiliates

Future cash inflows

$

-

-

-

-

-

27,851

-

27,851

Less:

Future production costs

-

-

-

-

-

15,491

-

15,491

Future development costs

-

-

-

-

-

1,649

-

1,649

Future income tax provisions

-

-

-

-

-

3,071

-

3,071

Future net cash flows

-

-

-

-

-

7,640

-

7,640

10 percent annual discount

-

-

-

-

-

2,640

-

2,640

Discounted future net cash flows

$

-

-

-

-

-

5,000

-

5,000

Total

company

Discounted future net cash flows

$

10,160

33,320

43,480

3,208

2,579

7,810

57,695

Supplementary Data

ConocoPhillips

2021 10-K

Millions of Dollars

Lower

Total

Asia Pacific/

Alaska

U.S.

Canada*

Europe

Middle East

Africa

Total

2020

Consolidated operations

Future cash inflows

$

30,145

31,533

61,678

4,198

9,857

7,940

9,997

93,670

Less:

Future production costs

22,905

17,582

40,487

4,316

4,770

3,838

1,277

54,688

Future development costs

7,932

12,799

20,731

3,688

1,289

26,919

Future income tax provisions

-

-

1,075

7,571

9,289

Future net cash flows

(692)

(868)

1,132

1,738

2,774

10 percent annual discount

(1,501)

(820)

(2,321)

(396)

(1,900)

Discounted future net cash flows

$

1,596

2,405

(472)

1,015

1,332

4,674

Equity affiliates

Future cash inflows

$

-

-

-

-

-

17,284

-

17,284

Less:

Future production costs

-

-

-

-

-

10,239

-

10,239

Future development costs

-

-

-

-

-

1,186

-

1,186

Future income tax provisions

-

-

-

-

-

1,728

-

1,728

Future net cash flows

-

-

-

-

-

4,131

-

4,131

10 percent annual discount

-

-

-

-

-

1,269

-

1,269

Discounted future net cash flows

$

-

-

-

-

-

2,862

-

2,862

Total

company

Discounted future net cash flows

$

1,596

2,405

(472)

1,015

4,194

7,536

*Undiscounted future net cash flows related to the proved oil and gas reserves disclosed for Canada for the year ending

December 31, 2020, are negative due to the

inclusion of asset retirement costs and certain indirect costs in the calculation of the standardized measure of discounted future net cash flows. These costs are not

required to be included in the economic limit test for proved developed reserves as defined in Regulation S-X Rule 4-10.

Future net cash flows for Canada were also

impacted by lower 12-month average pricing for bitumen and crude oil in 2020.

Commodity prices have since improved in the current environment.

Supplementary Data

ConocoPhillips

2021 10-K

Millions of Dollars

Lower

Total

Asia Pacific/

Alaska

U.S.

Canada

Europe

Middle East

Africa

Total

2019

Consolidated operations

Future cash inflows

$

70,341

53,400

123,741

8,244

16,919

13,084

15,582

177,570

Less:

Future production costs

40,464

22,194

62,658

4,525

5,843

5,162

1,314

79,502

Future development costs

9,721

14,083

23,804

4,143

2,179

31,187

Future income tax provisions

3,904

2,793

6,697

-

4,201

1,931

12,747

25,576

Future net cash flows

16,252

14,330

30,582

3,142

2,732

3,812

1,037

41,305

10 percent annual discount

6,571

4,311

10,882

1,198

13,933

Discounted future net cash flows

$

9,681

10,019

19,700

1,944

2,174

2,977

27,372

Equity affiliates

Future cash inflows

$

-

-

-

-

-

31,671

-

31,671

Less:

Future production costs

-

-

-

-

-

16,157

-

16,157

Future development costs

-

-

-

-

-

1,218

-

1,218

Future income tax provisions

-

-

-

-

-

3,086

-

3,086

Future net cash flows

-

-

-

-

-

11,210

-

11,210

10 percent annual discount

-

-

-

-

-

4,040

-

4,040

Discounted future net cash flows

$

-

-

-

-

-

7,170

-

7,170

Total

company

Discounted future net cash flows

$

9,681

10,019

19,700

1,944

2,174

10,147

34,542

Supplementary Data

ConocoPhillips

2021 10-K

Sources of Change in Discounted

Future Net Cash Flows

Millions of Dollars

Consolidated Operations

Equity Affiliates

Total Company

2021

2020

2019

2021

2020

2019

2021

2020

2019

Discounted future net cash flows

at the beginning of the year

$

4,674

27,372

35,434

2,862

7,170

7,929

7,536

34,542

43,363

Changes during the year

Revenues less production

costs for the year

(20,000)

(5,198)

(13,424)

(1,389)

(897)

(1,673)

(21,389)

(6,095)

(15,097)

Net change in prices and

production costs

50,956

(34,307)

(13,538)

3,822

(4,769)

(422)

54,778

(39,076)

(13,960)

Extensions, discoveries and

improved recovery,

less

estimated future costs

10,420

2,985

(44)

10,376

3,245

Development costs for the year

4,396

3,593

5,333

4,487

3,785

5,572

Changes in estimated future

development costs

(33)

(104)

(205)

(21)

(137)

Purchases of reserves in place,

less estimated future costs

17,833

-

(3)

-

17,833

(2)

Sales of reserves in place,

less estimated future costs

(468)

(302)

(1,997)

-

-

-

(468)

(302)

(1,997)

Revisions of previous quantity

estimates

2,985

(2,299)

2,099

(42)

3,163

(2,341)

2,168

Accretion of discount

3,984

5,144

1,308

4,788

6,013

Net change in income taxes

(19,032)

10,189

4,767

(760)

(80)

(19,792)

10,779

4,687

Total changes

48,021

(22,698)

(8,062)

2,138

(4,308)

(759)

50,159

(27,006)

(8,821)

Discounted future net cash flows

at year end

$

52,695

4,674

27,372

5,000

2,862

7,170

57,695

7,536

34,542

●

The net change in prices and production costs

is the beginning-of-year reserve-production

forecast multiplied by the net annual

change in the per-unit sales price and production

cost, discounted at 10 percent.

●

Purchases and sales of reserves in place, along with extensions,

discoveries and improved recovery,

are calculated using

production forecasts

of the applicable reserve quantities for the year

multiplied by the 12-month average

sales prices, less

future estimated costs, discounted

at 10 percent.

●

Revisions of previous quantity estimates

are calculated using production

forecast changes for

the year,

including changes in the

timing of production, multiplied by the 12-month average

sales prices, less future estimated costs,

discounted at 10 percent.

●

The accretion of discount is 10 percent of the prior

year’s discounted future

cash inflows, less future production

and

development costs.

●

The net change in income taxes

is the annual change in the discounted future

income tax provisions.

ConocoPhillips

2021 10-K

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