ConocoPhillips (COP) 10-K risk factor changes: FY2022 vs FY2021

These risk factors are not [added: the only risks we face.]

[added: Our business could also be affected by] additional risks and uncertainties not currently [added: known to us or that we currently consider to be immaterial.]

[removed: our business,] [added: - Our] operating [removed: results] [added: expenses;] and

[removed: Risks] [added: Risks] Related to Our [removed: Industry][added: Industry]

[added: Our operating results, our ability to execute] on our strategy and the carrying value of our assets [added: are exposed to the effects of changing commodity prices.]

[removed: Our] [added: Our] business has been, and [removed: will] [added: may] continue to be, adversely affected [added: by the coronavirus (COVID-19) pandemic.]

[added: |] Risk Factors [added: | | | [Table of Contents](#i97d6a5a21f0b4e07bc407797f215290e_7) | | |]

[added: |] ConocoPhillips [added: 2022 10-K | | | 20 | | |]

[removed: Unless] [added: Unless] we successfully develop resources, the scope [added: of our business will decline, resulting in an adverse impact to our business.]

[removed: The] [added: The] exploration and production of oil and gas is a highly [removed: comp][added: competitive industry.]

[added: The exploration and production] of crude oil, bitumen, natural gas and NGLs [added: is a highly competitive business.]

[added: Any material change in the factors] and [added: assumptions underlying our estimates of crude oil, bitumen, natural gas and] NGL reserves could impair the quantity and value of those [removed: reserves.][added: reserves.]

Such volumes cannot be directly measured and the [added: estimates and underlying assumptions used by management are subject to substantial risk and uncertainty.]

[removed: exports of] [added: As we produce] crude oil, bitumen, natural gas and [removed: NGLs, or] [added: NGLs from our existing portfolio,] the [removed: unavailability] [added: amount] of [removed: adequate][added: our remaining reserves declines.]

As discussed herein, our operations [added: are subject to extensive governmental regulations.]

[removed: Our] [added: Our] operations present hazards and risks that require significant [added: and continuous oversight.]

[removed: Legal] [added: Legal] and Regulatory [removed: Risks][added: Risks]

[added: - Permits required in connection with exploration,] drilling, production and other activities, including those [added: issued by national, subnational, and local authorities;]

[added: -] The discharge of pollutants into [added: the environment;]

[added: -] Carbon taxes;

[added: -] The handling, use, storage, transportation, [added: disposal and cleanup of hazardous materials and hazardous and nonhazardous wastes;]

[added: -] The dismantlement, abandonment and restoration [added: of historic properties and facilities at the end of their useful lives; and]

[added: Additionally,] in [removed: 2021,] [added: 2022,] the U.S. joined the international community at [added: the 27th Conference of the Parties (COP27).]

[added: require us to purchase emission] credits or reduce [removed: emission] [added: emissions] of GHGs from our operations.

Additional lawsuits with similar allegations are [added: expected to be filed.]

[removed: our] [added: - Our results of] operations and [removed: a description][added: anticipated future results of operations;]

[added: Political and economic developments] could damage our operations and materially [added: reduce our profitability and cash flows.]

[added: Similarly, the declaration of a “climate emergency” could result in] actions to limit exports of our products and other [added: restrictions.]

In addition, some countries where we [added: operate lack a fully independent judiciary system.]

[removed: Other] [added: Other] Risk Factors Facing [added: our Business or Operations]

[removed: We] [added: We] may need additional capital in the [added: future, and it may not be available on acceptable terms or at all.]

[removed: Our] [added: Our] ability to execute our capital [added: return program is subject to certain considerations.]

[added: -] Cash available for distribution;

[added: -] Our financial condition, especially in relation to [added: the anticipated future capital needs of our properties;]

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

[added: -] Other factors our Board of Directors [added: deems relevant.]

[added: -] The anticipated level of distributions [added: required to meet our capital returns commitment;]

[added: -] Forward prices;

[added: - Total] yield; and

[added: We expect] to [added: continue to] pay a quarterly ordinary dividend [added: to our stockholders.]

You should carefully consider the following risk factors in addition to the other information included in this Annual Report on Form 10-K.

If any of these risks or other risks that are yet unknown or currently considered immaterial were to occur, our business, operating results and financial condition, as well as the value of an investment in our common stock, could be materially and adversely affected.

Among the most significant factors impacting the Company’s revenues, operating results and future rate of growth are the sales prices for crude oil, bitumen, LNG, natural gas and NGL.

These prices can fluctuate widely, and many of the factors influencing the prices are beyond our control.

Between January 2020 and December 2022, WTI crude oil prices ranged from a low of a negative $38 per barrel in April 2020 to a high of $124 per barrel in March 2022.

Given the volatility in commodity price drivers and the worldwide political and economic environment, including potential economic slowdowns or recessions, as well as increased uncertainty generated by recent (and potential future) armed hostilities in various oil-producing regions around the globe, prices for crude oil, bitumen, LNG, natural gas and NGLs may continue to be volatile.

Low commodity prices could have a material adverse effect on our revenues, operating income, cash flows and liquidity, and may also affect the amount of dividends we elect to declare and pay on our common stock and the amount of shares we elect to acquire as part of the share repurchase program and the timing of such acquisitions.

Lower prices may also limit the amount of reserves we can produce economically, thus adversely affecting our proved reserves and reserve replacement ratio and accelerating the reduction in our existing reserve levels as we continue production from upstream fields.

Prolonged depressed prices may affect strategic decisions related to our operations, including decisions to reduce capital investments or curtail operated production.

Significant reductions in crude oil, bitumen, LNG, natural gas and NGL prices could also require us to reduce our capital expenditures, impair the carrying value of our assets or discontinue the classification of certain assets as proved reserves.

Although it is not reasonably practicable to quantify the impact of any future impairments or estimated change to our unit-of-production rates at this time, our results of operations could be adversely affected as a result.

If we are not successful in replacing the resources we produce with good prospects for future organic development or through acquisitions, our business will decline.

In addition, our ability to successfully develop our reserves is dependent on a number of factors, including our ability to successfully navigate political and regulatory challenges to obtain and renew rights to develop and produce hydrocarbons; our success at reservoir optimization; our ability to bring long-lead time, capital intensive projects to completion on budget and on schedule; and our ability to efficiently and profitably operate mature properties.

If we are not successful in developing the resources in our portfolio, our financial condition and results of operations may be adversely affected.

We compete with private, public and state-owned companies in all facets of the exploration and production business, including to locate and obtain new sources of supply and to produce crude oil, bitumen, natural gas and NGLs in an efficient, cost-effective manner.

In addition, as the energy transition progresses, we anticipate the oil and gas industry will face additional competition from alternative fuels.

We must compete for the materials, equipment, services, employees and other personnel (including geologists, geophysicists, engineers and other specialists) necessary to conduct our business.

If we are not successful in our competition, our financial condition and results of operations may be adversely affected.

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Our ability to successfully execute on our energy transition plans is subject to a number of risks and uncertainties and may be costly to achieve.

In 2020, we announced our Paris-aligned climate risk framework, including an ambition to achieve net-zero emissions on operational emissions by 2050.

In 2022, we published our Plan for the Net-Zero Energy Transition (the “Plan”) and continued to set increasingly ambitious targets around emissions and flaring.

Our ability to achieve stated targets, goals and ambitions is subject to a number of risks and uncertainties out of our control, including the pace of development of currently undeveloped technologies, policies and markets, as well as potential regulations that may impair our ability to execute on current or future plans.

Furthermore, we are still in the planning stages, and execution could be costly and have unforeseen obstacles.

We may be required to purchase emission credits, and there may be insufficient offsets to achieve our goals.

As advanced technologies are developed to accurately measure emissions, we may be required to revise our emissions estimates and reduction goals.

We may be adversely affected and potentially need to reduce economic end-of-field life of certain assets and impair associated net book value due to the emissions intensity of some of our assets.

Even if we meet our goals, our efforts may be characterized as insufficient.

In 2021, we established our Low-Carbon Technologies organization to identify and evaluate business opportunities that address end-use emissions and early-stage low-carbon technology opportunities that would leverage our existing expertise and adjacencies.

While we perform a thorough analysis on these investments, the related technologies and markets are at early stages of development and we do not yet know what rate of return we will achieve.

The success of our low-carbon strategy will in part be dependent upon the cooperation of agencies, the support of stakeholders, the success of our investments, and our ability to apply our existing strengths and expertise.

Our proved reserve information included in this annual report represents management’s best estimates based on assumptions, as of a specified date, of the volumes to be recovered from underground accumulations of crude oil, bitumen, natural gas and NGLs.

Any material changes in the factors and assumptions underlying our estimates of these items could result in a material negative impact to the volume of reserves reported or could cause us to incur impairment expenses on property associated with the production of those reserves.

Future reserve revisions could also result from changes in, among other things, governmental regulation and commodity prices.

Our business may be adversely affected by price controls, government-imposed limitations on production or exports of crude oil, bitumen, LNG, natural gas and NGLs, or the unavailability of adequate gathering, processing, compression, transportation, and pipeline facilities and equipment for our production of crude oil, bitumen, natural gas and NGLs.

From time to time, regulatory agencies have imposed price controls and limitations on production by restricting the rate of flow of crude oil, bitumen, natural gas and NGL wells below actual production capacity.

Similarly, in response to increased domestic energy costs, circumstances determined to be in the economic interest of the country, or a declared national emergency, governments could restrict the export or import of our products which would adversely impact our business.

You should carefully

consider the following risk factors

in addition to the other information

included in this Annual

Report on Form 10-K.

the only risks we face.

Our business could also be affected

by

known to us or that we currently consider

to be immaterial.

If any

of these risks or other risks that are yet unknown

were to occur,

financial

condition, as well as the value of an investment

in our common stock could be adversely

affected.

Our operating results, our ability to execute

are exposed to

the effects of changing commodity prices.

The oil and gas business is a commodity business.

Our revenues, operating results

and future rate of growth are

highly dependent on the prices we receive for

crude oil, bitumen, natural gas

and NGLs.

Such prices can fluctuate

widely depending upon global events or conditions

that affect supply and demand, most

of which are out of our

control.

In early 2020 global oil demand decreased precipitously

alongside global COVID-19 economic shutdowns.

Although global oil demand and global oil prices improved

through 2021, the global economic recovery

remains

uncertain.

Our industry will continue to be exposed to

the effects of changing commodity prices

given the

[added: |] Management’s Discussion and Analysis [added: | | | [Table] of [removed: Financial Condition and][added: Contents](#i97d6a5a21f0b4e07bc407797f215290e_7) | | |]

[added: |] Results of Operations [added: | | | [Table of Contents](#i97d6a5a21f0b4e07bc407797f215290e_7) | | |]

[added: |] Management’s Discussion and Analysis [removed: is the company’s][added: | | | [Table of Contents](#i97d6a5a21f0b4e07bc407797f215290e_7) | | |]

It should be read in conjunction with the financial statements [added: and notes, and supplemental oil and gas disclosures included elsewhere in this report.]

[removed: “outlook,”][added: Outlook]

[added: The company does not undertake] to update, revise or correct any of the forward-looking information [added: unless required to do so under the federal securities laws.]

[removed: FOR THE PURPOSES OF THE ‘SAFE HARBOR’ PROVISIONS][added: Cautionary Statement for the Purposes of the “Safe Harbor” Provisions of the Private Securities Litigation Reform Act of 1995]

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

[added: ConocoPhillips is one of the world’s] leading E&P companies based on both production and reserves [added: with operations and activities in 13 countries.]

[removed: On January 15, 2021, we] [added: We] completed our acquisition [added: of Concho on January 15, 2021 in an all-stock transaction.]

[removed: [See Note 3](#a27774)][added: *[See Note](#i97d6a5a21f0b4e07bc407797f215290e_220) 9[.](#i97d6a5a21f0b4e07bc407797f215290e_220)*]

[removed: Overview][added: Overview]

[removed: we] [added: We] expect prices will continue to be cyclical [added: and volatile.]

[added: |] Management’s Discussion and Analysis [added: | | | [Table of Contents](#i97d6a5a21f0b4e07bc407797f215290e_7) | | |]

[added: |] ConocoPhillips [added: 2022 10-K | | | 32 | | |]

[removed: As] [added: The macro-environment, including] the [removed: macro] energy [removed: environment][added: transition, continues to evolve.]

[removed: balance sheet strength,][added: Summarized Balance Sheet Data]

[removed: [See Note 5](#a33017)][added: *[See Note](#i97d6a5a21f0b4e07bc407797f215290e_208) 5*.]

[removed: [see Note 4](#a32526)][added: *[See Note](#i97d6a5a21f0b4e07bc407797f215290e_202) 3[.](#i97d6a5a21f0b4e07bc407797f215290e_202)*]

[added: We plan to deliver] a compelling, growing ordinary [removed: dividend] [added: dividend, through-cycle share repurchases] and [removed: through][added: a VROC payment.]

[removed: [Capital] [added: | Capital] Resources and [removed: Liquidity](#a17643)][added: Liquidity | | | [Table of Contents](#i97d6a5a21f0b4e07bc407797f215290e_7) | | |]

[added: Operationally,] we remain focused on safely [added: executing the business.]

[removed: Production increased 440 MBOED or 39][added: | Total Production (MBOED) | | | 85 | | | 94 | | | 70 | | |]

[removed: This increase] [added: The production decrease] was primarily due [removed: to new production][added: to:]

[removed: partially offset by normal] [added: - Normal] field decline.

[removed: Key] [added: Key] Operating and Financial [added: Summary]

Significant items during [removed: 2021] [added: 2022] and recent [added: announcements included the following:]

[removed: of 2022;][added: | 33 | | | ConocoPhillips 2022 10-K | | |]

[removed: Libya;][added: Libya Acquisition]

[added: |] Net cash provided by operating [added: activities | | | $ | 28,314 | | 16,996 | | | 4,802 | | |]

[removed: expenditures] [added: Capital Expenditures] and [removed: investments][added: Investments]

[removed: Business Environment][added: Business Environment]

[added: - Balance sheet strength. A strong balance sheet is a strategic] asset that provides flexibility through [added: price cycles.]

This will reduce interest expense [added: and provide resilience in periods of volatility.]

[added: Corporate] and [removed: other factors.][added: Other]

[removed: [See “Item] [added: *[See “It](#i06a840d2027d4be290758a17fa8d4f2d_132193)[em] 1A—Risk Factors Our ability to execute our capital return program is subject to [removed: certain](#a6574)][added: certain considerations.”](#i06a840d2027d4be290758a17fa8d4f2d_132193)*]

[removed: significant capital dollars to][added: Significant Changes in Capital]

[added: Using various methodologies, we monitor these costs monthly,] on an absolute-dollar basis and a per-unit basis [added: and report to management.]

[removed: In our Asia Pacific segment, we notified][added: Asia Pacific]

[removed: Add] [added: ◦Add] to our proved reserve [removed: base.][added: base. We primarily add to our proved reserve base in three ways:]

*Management’s Discussion and Analysis is the company’s analysis of its financial performance and of significant trends that may affect future performance.

It contains forward-looking statements including, without limitation, statements relating to the company’s plans, strategies, objectives, expectations and intentions that are made pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995.

The words “anticipate,” “believe,” “budget,” “continue,” “could,” “effort,” “estimate,” “expect,” “forecast,” “goal,” “guidance,” “intend,” “may,” “objective,” “outlook,” “plan,” “potential,” “predict,” “projection,” “seek,” “should,” “target,” “will,” “would,” and similar expressions identify forward-looking statements.

Readers are cautioned that such forward-looking statements should be read in conjunction with the company’s disclosures under the heading: “CAUTIONARY STATEMENT FOR THE PURPOSES OF THE ‘SAFE HARBOR’ PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995,” beginning on page* *[63](#i97d6a5a21f0b4e07bc407797f215290e_160).*

Our diverse, low cost of supply portfolio includes resource-rich unconventional plays in North America; conventional assets in North America, Europe, Africa and Asia; LNG developments; oil sands assets in Canada; and an inventory of global conventional and unconventional exploration prospects.

Headquartered in Houston, Texas, at December 31, 2022, we employed approximately 9,500 people worldwide and had total assets of $94 billion.

In 2022, the energy landscape continued to improve with commodity prices ultimately reaching a 10-year high before decreasing in the second half of the year due to macroeconomic concerns.

Our view is that a successful business strategy in the E&P industry must be resilient in lower price environments while also retaining upside during periods of higher prices.

As such, we are unhedged, remain highly disciplined in our investment decisions and continually monitor market fundamentals, including the impacts associated with the conflict in Ukraine, OPEC Plus supply updates, global demand for our products, oil and gas inventory levels, governmental policies, inflation, supply chain disruptions and the fluctuating global COVID-19 impacts.

We believe ConocoPhillips will continue to play an essential role by executing on three objectives: responsibly meeting energy transition pathway demand, delivering competitive returns on and of capital and achieving our net-zero operational emissions ambition.

We call this our Triple Mandate, and it represents our commitment to create long-term value for our stakeholders.

Our value proposition to deliver competitive returns to stockholders through price cycles is guided by foundational principles that support our Triple Mandate.

Our foundational principles consist of maintaining balance sheet strength, providing peer-leading distributions, making disciplined investments, and demonstrating responsible and reliable ESG performance.

Our actions throughout 2022 reinforced our differential value proposition.

Demonstrating our commitment to maintaining and enhancing balance sheet strength, in 2022, we executed several activities focused on debt reduction, including early retiring and refinancing some of our debt.

In aggregate, these transactions along with naturally maturing debt reduced the company's total debt by $3.3 billion.

These activities facilitate our ability to achieve our previously announced $5 billion debt reduction target by the end of 2026, while also reducing the company's annual cash interest expense.

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Total company production in 2022 was 1,738 MBOED, yielding cash provided by operating activities of $28.3 billion.

We invested $10.2 billion into the business in the form of capital expenditures and investments and provided returns of capital to shareholders of approximately $15.0 billion through our ordinary dividend, share repurchases and our VROC.

For 2022, we returned $2.4 billion from our ordinary dividend, which included an increase from 46 cents per share to 51 cents per share, effective in December.

We also returned $3.3 billion to shareholders from the VROC in 2022.

In the first quarter of 2022, we completed the paced monetization program of our Cenovus Energy (CVE) common shares and used the proceeds for a portion of our share repurchase program.

In total for 2022, we returned $9.3 billion to shareholders through share repurchases.

In October 2022, our Board of Directors approved an increase to our share repurchase authorization, increasing it from $25 billion to $45 billion to support our plan for future share repurchases.

As of December 31, 2022, we have repurchased $23.4 billion of the $45 billion authorized share repurchase program.

In February 2023, we announced our 2023 planned return of capital to shareholders of $11 billion through our three-tier return of capital framework.

We also declared a first quarter ordinary dividend of $0.51 cents per share and a VROC of $0.60 cents per share.

In 2022, we took several steps to expand our global LNG business.

In the first quarter, we increased our equity share in Australia Pacific LNG (APLNG) by 10 percent to 47.5 percent.

*[See Note](#i97d6a5a21f0b4e07bc407797f215290e_202) 3*[.](#i97d6a5a21f0b4e07bc407797f215290e_202) We were also awarded a 25 percent interest in each of two new joint ventures with QatarEnergy that will participate in the North Field East (NFE) and North Field South (NFS) LNG projects.

Formation of the NFE joint venture (QG8) closed in December 2022 and we anticipate that the formation of the NFS joint venture (QG12) will close in early 2023.

Also, in 2022, we executed a 15-year regasification agreement at the recently announced German LNG Terminal at Brunsbuttel.

Domestically, in November 2022, we entered into several agreements with Sempra entities in connection with the Port Arthur LNG (PALNG) facility, including a Sales and Purchase Agreement for 5 MTPA of LNG offtake at the start-up of Phase 1 of the PALNG facility, and an Equity Sale and Purchase Agreement, whereby we will acquire 30 percent of the equity in Phase 1 of Port Arthur LNG.

Development of the PALNG facility is subject to completing required commercial agreements and resolving a number of risks and uncertainties, obtaining financing and reaching a final investment decision, among other factors.

As part of our ongoing portfolio high-grading and optimization efforts, in the first quarter of 2022, we completed two transactions in our Asia Pacific segment, including the above-mentioned acquisition of additional interest in APLNG as well as the sale of our interests in Indonesia.

For more information on APLNG, *[see Note](#i97d6a5a21f0b4e07bc407797f215290e_205) 4* and for more information on dispositions, *[see Note](#i97d6a5a21f0b4e07bc407797f215290e_202) 3*.

analysis of its financial performance and of significant

trends that may affect future performance.

and

notes, and supplemental oil and gas disclosures included

elsewhere in this report.

It contains forward-looking

statements including, without limitation,

statements relating to the company’s

plans, strategies, objectives,

expectations and intentions

that are made pursuant to the “safe harbor” provisions of the Private Securities

Litigation Reform Act of 1995.

The words “anticipate,”

“believe,” “budget,”

“continue,”

“could,”

“effort,”

“estimate,”

“expect,”

“forecast,”

“goal,”

“guidance,”

“intend,” “may,”

“objective,”

“plan,” “potential,”

“predict,” “projection,”

“seek,” “should,”

“target,” “will,”

“would,” and similar expressions

identify forward-looking

statements.

The company does not undertake

unless required to do so under the federal securities laws.

Readers are cautioned that such forward-looking

statements should be read in conjunction

with the company’s disclosures under the heading:

“CAUTIONARY

STATEMENT

OF THE PRIVATE

SECURITIES LITIGATION

[removed: Financial] [added: Financial] Instrument Market [removed: Risk][added: Risk]

[removed: foreign currency exchange][added: Foreign Currency Exchange Risk]

[removed: commodity price risk and risks resulting from][added: Commodity Price Risk]

[removed: foreign currency][added: | Foreign Currency Exchange Derivatives | | | In Millions | | | | | | | | | | | | | | | | | |]

[added: The Commercial organization manages] our [added: commercial marketing, optimizes our] commodity flows and positions, and monitors [added: risks.]

[removed: Interest] [added: Interest] Rate [removed: Risk][added: Risk]

The table presents principal cash flows [added: and related weighted-average interest rates by expected maturity dates.]

[added: Weighted-average] variable rates are based [added: on effective rates at the reporting date.]

[added: The carrying amount of] our floating-rate debt approximates [added: its fair value.]

[removed: The fair value of the][added: | | | | Notional | | | | | | | | | | | | Fair Value* | | | | | |]

[added: The fair value of the fixed-rate debt is measured] using prices available from a pricing service that [added: is corroborated by market data.]

[removed: debt, unless we][added: | | | | | | | Debt | | | | | | | | | | | | | | |]

[added: | 65 | | |] ConocoPhillips [added: 2022 10-K | | |]

[added: | | | | | | | 2022 | | |] 2021 [removed: 10-K][added: | | | | | | 2022 | | | 2021 | | |]

[added: | | | | | | |] Millions of Dollars Except as Indicated [added: | | | | | | | | | | | | | | |]

[added: |] Year-End 2021 [added: | | | | | | | | | | | | | | | | | | | | |]

[added: | ConocoPhillips] 2022 [added: 10-K | | | 66 | | |]

[added: |] Fair value [added: | | | | | | $ | 15,262 | | | | | | | | $ | 283 | | | | |]

[removed: Year-End 2020][added: | Year-End 2022 | | | | | | | | | | | | | | | | | | | | |]

[added: We have foreign currency exchange rate] risk resulting from international [added: operations.]

As a result, the change in the fair value of these foreign [added: currency exchange derivatives is recorded directly in earnings.]

[added: The sensitivity analysis is based on] changing one assumption while holding all other assumptions constant, [added: which in practice may be unlikely to occur, as changes in some of the assumptions may be correlated.]

The gross notional and fair value of these positions [added: at December 31, 2022 and 2021, were as follows:]

[added: |] Fair [removed: Value*][added: value | | | | | | $ | 21,668 | | | | | | | | $ | 783 | | | | |]

[removed: Sell] [added: | Buy] Canadian dollar, [added: sell U.S. dollar | | | CAD | | | 15 | | | 77 | | | | | | (1) | | | (1) | | |]

[removed: buy] [added: | Buy Australian dollar, sell] U.S. dollar [added: | | | AUD | | | — | | | 1,850 | | | | | | — | | | 21 | | |]

[added: |] Sell British pound, buy euro [added: | | | GBP | | | 312 | | | 239 | | | | | | 7 | | | (8) | | |]

[added: |] Buy British pound, sell euro [added: | | | GBP | | | 264 | | | 394 | | | | | | (10) | | | 7 | | |]

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

We and certain of our subsidiaries hold and issue derivative contracts and financial instruments that expose our cash flows or earnings to changes in commodity prices, foreign currency exchange rates or interest rates.

We may use financial and commodity-based derivative contracts to manage the risks produced by changes in the prices of natural gas, crude oil and related products; fluctuations in interest rates and foreign currency exchange rates; or to capture market opportunities.

Our use of derivative instruments is governed by an “Authority Limitations” document approved by our Board of Directors that prohibits the use of highly leveraged derivatives or derivative instruments without sufficient liquidity.

The Authority Limitations document also establishes the Value at Risk (VaR) limits for the company, and compliance with these limits is monitored daily.

The Executive Vice President and Chief Financial Officer, who reports to the Chief Executive Officer, monitors commodity price risk and risks resulting from foreign currency exchange rates and interest rates.

Our Commercial organization uses futures, forwards, swaps and options in various markets to accomplish the following objectives:

- Consistent with our policy to generally remain exposed to market prices, we use swap contracts to convert fixed-price sales contracts, which are often requested by natural gas consumers, to floating market prices.

- Enable us to use market knowledge to capture opportunities such as moving physical commodities to more profitable locations and storing commodities to capture seasonal or time premiums.

We may use derivatives to optimize these activities.

We use a VaR model to estimate the loss in fair value that could potentially result on a single day from the effect of adverse changes in market conditions on the derivative financial instruments and derivative commodity contracts we hold or issue, including commodity purchases and sales contracts recorded on the balance sheet at December 31, 2022.

Using Monte Carlo simulation, a 95 percent confidence level and a one-day holding period, the VaR for those instruments issued or held for trading purposes or held for purposes other than trading at December 31, 2022 and 2021, was immaterial to our consolidated cash flows and net income attributable to ConocoPhillips.

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| | | | [Table of Contents](#i97d6a5a21f0b4e07bc407797f215290e_7) | | |

The following table provides information about our debt instruments that are sensitive to changes in U.S. interest rates.

A hypothetical 10 percent change in prevailing interest rates would not have a material impact on interest expense associated with our floating-rate debt.

Changes to prevailing interest rates would not impact our cash flows associated with fixed rate debt, unless we elect to repurchase or retire such debt prior to maturity.

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Expected Maturity Date | | | | | | Fixed Rate Maturity | | | Average Interest Rate | | | | | | Floating Rate Maturity | | | Average Interest Rate | | |

| 2023 | | | | | | $ | 110 | | 7.04 | | % | | | | | | | | | |

| 2024 | | | | | | 1,359 | | | 2.59 | | | | | | | | | | | |

| 2025 | | | | | | 1,268 | | | 3.25 | | | | | | | | | | | |

| 2026 | | | | | | 104 | | | 6.41 | | | | | | | | | | | |

| 2027 | | | | | | 438 | | | 5.79 | | | | | | | | | | | |

| Remaining years | | | | | | 12,293 | | | 5.45 | | | | | | 283 | | | 3.91 | | % |

| Total | | | | | | $ | 15,572 | | | | | | | | $ | 283 | | | | |

| | | | | | | | | | | | | | | | | | | | | |

| 2022 | | | | | | $ | 346 | | 2.53 | | % | | | | $ | 500 | | 1.03 | | % |

| 2023 | | | | | | 116 | | | 6.64 | | | | | | — | | | — | | |

| 2024 | | | | | | 459 | | | 3.51 | | | | | | — | | | — | | |

| 2025 | | | | | | 369 | | | 5.32 | | | | | | — | | | — | | |

| 2026 | | | | | | 1,355 | | | 5.06 | | | | | | — | | | — | | |

| Remaining years | | | | | | 14,338 | | | 5.80 | | | | | | 283 | | | 0.11 | | |

| Total | | | | | | $ | 16,983 | | | | | | | | $ | 783 | | | | |

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| | | | | | |

Quantitative and Qualitative Disclosures about Market Risk

We and certain of our subsidiaries hold

and issue derivative contracts

and financial instruments that expose our

cash flows or earnings to changes in commodity prices,

rates or interest

rates.

We may

use financial and commodity-based derivative

contracts to manage the risks

produced by changes in the prices of

natural gas, crude oil and related

products; fluctuations in interest

rates and foreign currency

exchange rates; or to

capture market opportunities.

Our use of derivative instruments

is governed by an “Authority

Limitations” document approved

by our Board of

Directors that prohibits

the use of highly leveraged derivatives

or derivative instruments without

sufficient

liquidity.

The Authority Limitations document also establishes

the Value at Risk (VaR)

limits for the company,

and

compliance with these limits is monitored daily.

The Executive Vice President and Chief Financial

Officer, who

reports to the Chief Executive

Officer, monitors

exchange rates and

interest rates.

The Commercial organization

manages our commercial marketing, optimizes

risks.

Commodity Price Risk

We are a defendant in a number of legal and administrative proceedings arising in the ordinary course of business, including those involving governmental authorities under federal, state and local laws regulating the discharge of materials into the environment.

While it is not possible to accurately predict the final outcome of these pending proceedings, if any one or more of such proceedings were to be decided adversely to ConocoPhillips, we expect there would not be a material effect to our consolidated financial position.

ConocoPhillips has elected to use a $1 million threshold for disclosing certain proceedings arising under federal, state or local environmental laws when a governmental authority is a party.

ConocoPhillips believes proceedings under this threshold are not material to ConocoPhillips' business and financial condition.

Applying this threshold, there are no such proceedings to disclose for the year ended December 31, 2022.

*[See](#i97d6a5a21f0b4e07bc407797f215290e_226)* *[Note](#i97d6a5a21f0b4e07bc407797f215290e_226) 11* for information regarding other legal and administrative proceedings.

Legal Proceedings

We are a defendant

in a number of legal and administrative

proceedings arising in the ordinary course

of business,

including those involving governmental

authorities under federal, state

and local laws regulating the discharge

of

materials into the environment.

While it is not possible to accurately predict

the final outcome of these pending

proceedings, if any one or more of such proceedings

were to be decided adversely to

ConocoPhillips, we expect

there would be no material effect

on our consolidated financial position.

[See](#a35473)

[Note 11](#a35473)

for a description of such

legal and administrative

proceedings.

[removed: ][added: ]

Washington, D.C. [added: 20549]

[removed: Form][added: Form 10-K]

[added: | ☒ | | | ANNUAL REPORT PURSUANT TO] SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [added: | | |]

For the fiscal year ended [added: December 31, 2022]

[added: | ☐ | | |] TRANSITION REPORT PURSUANT TO SECTION [added: 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | | |]

[added: | | | |] For the transition period from [added: _______________ to _______________ | | |]

Commission file number: [added: 001-32395]

[removed: ConocoPhillips][added: ConocoPhillips]

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

[removed: Delaware][added: | Delaware | | | 01-0562944 | | |]

[removed: (State] [added: | *(State] or other jurisdiction of incorporation [added: or organization)* | | | *(I.R.S. Employer identification No.)* | | |]

[removed: 925] [added: 925] N.

Eldridge [removed: Parkway][added: Parkway, Houston, TX 77079]

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

Registrant's telephone number, including area code: [added: 281-293-1000]

[removed: Name] [added: | Title] of each [added: class | | | Trading symbols | | | Name of each] exchange on which [removed: registered][added: registered | | |]

[added: |] Common Stock, $.01 Par Value [added: | | | COP | | | New York Stock Exchange | | |]

[added: | 7% Debentures due 2029 | | | CUSIP—718507BK1 | | |] New York Stock Exchange [added: | | |]

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

[added: ☒] Yes [added: ☐ No]

[removed: \[ \]] [added: ☐] Yes [added: ☒ No]

[added: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities] Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), [added: and (2) has been subject to such filing requirements for the past 90 days.]

[added: Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required] to [added: be submitted pursuant to] Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant [added: was required to submit such files).]

Indicate by check mark whether the registrant is a large accelerated filer, [added: an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.]

[added: See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting] company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

[added: If an emerging growth company, indicate] by check mark if the registrant has elected not to use the extended transition period for [added: complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.]

[added: Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the] effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the [added: registered public accounting firm that prepared or issued its audit report.]

[removed: \]] [added: ☒] Yes [added: ☐ No]

[removed: Documents] [added: Documents] incorporated by [removed: reference:][added: reference:]

[added: Portions of] the [added: Proxy Statement for the] Annual Meeting of Stockholders to be held on May [removed: 10, 2022] [added: 16, 2023] (Part III)

[removed: Table] [added: Table] of [removed: Contents][added: Contents]

[added: | | | | | | |] Page [added: | | |]

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

[added: |] Item [added: | | | | | | | | |]

[removed: Part I][added: Part I]

[added: | [1 and 2.](#i97d6a5a21f0b4e07bc407797f215290e_16) | | |] [Business and [removed: Properties](#a857)][added: Properties](#i97d6a5a21f0b4e07bc407797f215290e_16) | | | [2](#i97d6a5a21f0b4e07bc407797f215290e_16) | | |]

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

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

[removed: [Alaska](#a1700)][added: Alaska]

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

☒ Yes ☐ No

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Large Accelerated Filer | | | ☒ | | | Accelerated filer | | | ☐ | | | Non-accelerated filer | | | ☐ | | | Smaller reporting company | | | ☐ | | | Emerging growth company | | | ☐ | | |

☐ Yes ☒ No

The aggregate market value of common stock held by non-affiliates of the registrant on June 30, 2022, the last business day of the registrant’s most recently completed second fiscal quarter, based on the closing price on that date of $89.81, was $114.2 billion.

The registrant had 1,218,776,494 shares of common stock outstanding at January 31, 2023.

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | |

| | | | | | | | | |

| | | | [Alaska](#i97d6a5a21f0b4e07bc407797f215290e_25) | | | [4](#i97d6a5a21f0b4e07bc407797f215290e_2748779071518) | | |

| | | | [Lower 48](#i97d6a5a21f0b4e07bc407797f215290e_28) | | | [6](#i97d6a5a21f0b4e07bc407797f215290e_2199023257700) | | |

| | | | [Canada](#i97d6a5a21f0b4e07bc407797f215290e_31) | | | [7](#i97d6a5a21f0b4e07bc407797f215290e_2199023257709) | | |

| | | | [Other](#ie4a78a184869452c8c91dd5d335b0ee2_43389) | | | [14](#ie4a78a184869452c8c91dd5d335b0ee2_43389) | | |

| | | | [Delivery Commitments](#ie4a78a184869452c8c91dd5d335b0ee2_43390) | | | [15](#ie4a78a184869452c8c91dd5d335b0ee2_43390) | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| [9A.](#i97d6a5a21f0b4e07bc407797f215290e_274) | | | [Controls and Procedures](#i97d6a5a21f0b4e07bc407797f215290e_274) | | | [160](#i97d6a5a21f0b4e07bc407797f215290e_274) | | |

| [9B.](#i97d6a5a21f0b4e07bc407797f215290e_277) | | | [Other Information](#i97d6a5a21f0b4e07bc407797f215290e_277) | | | [160](#i97d6a5a21f0b4e07bc407797f215290e_277) | | |

| | | | | | | | | |

| | | | | | | | | |

| [11.](#i97d6a5a21f0b4e07bc407797f215290e_289) | | | [Executive Compensation](#i97d6a5a21f0b4e07bc407797f215290e_289) | | | [161](#i97d6a5a21f0b4e07bc407797f215290e_289) | | |

| | | | | | | | | |

| | | | [Part IV](#i97d6a5a21f0b4e07bc407797f215290e_301) | | | | | |

| | | | | | | | | |

| | | | [Signatures](#i97d6a5a21f0b4e07bc407797f215290e_310) | | | [168](#i97d6a5a21f0b4e07bc407797f215290e_310) | | |

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| Commonly Used Abbreviations | | | [Table of Contents](#i97d6a5a21f0b4e07bc407797f215290e_7) | | |

The following industry-specific, accounting and other terms and abbreviations may be commonly used in this report.

2021

20549

10-K

\[X\]

ANNUAL REPORT PURSUANT TO

December 31, 2021

\[ \]

13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

to

001-32395

charter)

01-0562944

or organization)

(I.R.S. Employer identification No.)

Houston

TX

77079

Code)

\-

293-1000

Title of each class

Trading symbols

COP

7% Debentures due 2029

CUSIP—718507BK1

as defined in Rule 405 of the Securities Act.

\[ \] No

No

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

and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check mark whether the registrant has submitted electronically every Interactive Data

File required to be submitted pursuant

was required to submit such files).

an accelerated filer, a non-accelerated

filer, a smaller reporting

company, or an emerging growth company.

See the definitions of “large accelerated filer,”

“accelerated filer,”

“smaller reporting

Large accelerated filer

[removed: Information] [added: Information] about our Executive [added: Officers]

[added: | Name | | |] Position Held [added: | | | Age* | | |]

[removed: William] [added: William] L.

[added: | William L. Bullock, Jr. | | |] Executive Vice President and Chief [added: Financial Officer | | | 58 | | |]

[removed: Ryan] [added: Ryan] M.

[added: | Ryan M. Lance | | |] Chairman of the Board of Directors [added: and Chief Executive Officer | | | 60 | | |]

[added: | Nicholas G. Olds | | |] Executive Vice President, Lower [added: 48 | | | 53 | | |]

[removed: Andrew] [added: Andrew] D.

[added: | Andrew D. Lundquist | | |] Senior Vice President, Government Affairs [added: | | | 62 | | |]

[removed: Dominic] [added: Dominic] E.

[added: | Dominic E. Macklon | | |] Executive Vice President, Strategy, [added: Sustainability and Technology | | | 53 | | |]

[removed: Nicholas] [added: Nicholas] G.

[removed: Kelly] [added: Kelly] B.

[added: | Kelly B. Rose | | |] Senior Vice President, Legal, General [added: Counsel | | | 56 | | |]

[removed: Heather] [added: Heather] G.

There are no family relationships [added: among any of the officers named above.]

[added: Each officer of the company is elected by the Board of Directors at] its first meeting after the Annual Meeting of Stockholders [added: and thereafter as appropriate.]

The date of the next [added: annual meeting is May 16, 2023.]

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

[added: |] ConocoPhillips [added: 2022 10-K | | | 28 | | |]

[added: Lundquist] was appointed Senior Vice President, Government [added: Affairs in February 2013.]

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

[added: Mr.] Macklon previously served as Senior Vice President, [added: Oil Sands in Canada from July 2012 to September 2015.]

[added: | Andrew M. O'Brien | | | Senior] Vice President, Global Operations [removed: as][added: | | | 48 | | |]

[added: Rose] was appointed Senior Vice President, [added: Legal, General Counsel in September 2018.]

[removed: Part II][added: Part II]

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Christopher P. Delk | | | Vice President, Controller and General Tax Counsel | | | 53 | | |

| Heather G. Sirdashney | | | Senior Vice President, Human Resources and Real Estate and Facilities Services | | | 50 | | |

_____________________

On February 16, 2023.*

Each officer of the company holds office from the date of election until the first meeting of the directors held after the next Annual Meeting of Stockholders or until a successor is elected.

Bullock, Jr. was appointed Executive Vice President and Chief Financial Officer as of September 2020, having previously served as President, Asia Pacific & Middle East since April 2015.

Prior to that, he was Vice President, Corporate Planning & Development since May 2012.

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| | | | [Table of Contents](#i97d6a5a21f0b4e07bc407797f215290e_7) | | |

Christopher P.

Delk was appointed Vice President, Controller and General Tax Counsel in November 2022, having previously served as Vice President and General Tax Counsel since July 2015.

Lance was appointed Chairman of the Board of Directors and Chief Executive Officer in May 2012, having previously served as Senior Vice President, Exploration and Production—International since May 2009.

Macklon was appointed Executive Vice President, Strategy, Sustainability and Technology in September 2021, having previously served as Senior Vice President, Strategy, Exploration and Technology since August 2020.

Prior to that, he served as President, Lower 48 from June 2018 to August 2020, Vice President, Corporate Planning & Development from January 2017 to June 2018, and President, U.K. from September 2015 to January 2017.

Andrew M.

O'Brien was appointed Senior Vice President, Global Operations in November 2022, having previously served as Vice President and Treasurer since May 2021.

Prior to that, he served as Vice President of Corporate Planning and Development from August 2020 to May 2021, Lower 48 Finance Manager from August 2018 to August 2020, and Manager of Investor Relations from November 2016 to August 2018.

Olds was appointed Executive Vice President, Lower 48 in November 2022, having previously served as Executive Vice President, Global Operations since September 2021.

Prior to that, he served as Senior Vice President, Global Operations from August 2020 to September 2021, Vice President, Corporate Planning & Development from June 2018 to August 2020, Vice President, Mid-Continent Business Unit, Lower 48 from September 2016 to June 2018, and Vice President, North Slope Operations and Development in Alaska from August 2012 to September 2016.

Prior to that, she was a senior partner in the Houston office of an international law firm, Baker Botts L.L.P., where she counseled clients on corporate and securities matters.

Sirdashney was appointed Senior Vice President, Human Resources and Real Estate and Facilities Services in March 2022, having previously served as Vice President, Human Resources from January 2019.

Prior to that, she served as Human Resources General Manager from October 2015 to January 2019.

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| 29 | | | ConocoPhillips 2022 10-K | | |

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| | | | [Table of Contents](#i97d6a5a21f0b4e07bc407797f215290e_7) | | |

Mine Safety Disclosures

Officers

Name

Age*

Bullock, Jr.

Financial Officer

Kontessa S.

Haynes-Welsh

Chief Accounting Officer

Lance

and Chief Executive Officer

Timothy A.

Leach

Lundquist

Macklon

Sustainability and Technology

Olds

Executive Vice President, Global

Operations

Rose

Counsel

Sirdashney

Vice President, Human Resources

and Real Estate and Facilities

Services

*On February 17, 2022.

among any of the officers named above.

Each officer of the company is elected

by the Board of Directors at

and thereafter as

appropriate.

Each officer of the company holds

office from the date of election until the first

meeting of the

directors held after the next Annual

Meeting of Stockholders or until a successor

is elected.

annual meeting is May 10, 2022.

about the executive officers.

was appointed Executive

[removed: Matters and Issuer] [added: Issuer] Purchases of Equity [removed: Securities][added: Securities]

[added: ConocoPhillips’ common stock is traded on the New York Stock] Exchange, under the symbol “COP.”

[removed: Cash] [added: Cash] Dividends Per [removed: Share][added: Share]

[added: | | | | 2022 | | | | | | | | |] 2021 [added: | | | | | |]

[added: |] Number of Stockholders of Record [added: at January 31, 2023* | | | | | | | | | | | | | | | 36,132 | | |]

[removed: *In] [added: In] determining the number of stockholders, we consider clearing agencies and security position [added: listings as one stockholder for each agency listing.*]

In December 2021, we announced the addition of a VROC tier to our return [added: of capital program.]

[added: The declaration of] ordinary [added: dividends] and VROC [removed: dividends] are subject to [added: the discretion and approval of our Board of Directors.]

[removed: [Factors] [added: For more information *[see “Item 1A—Risk Factors] – Our ability to execute our capital return program is subject to certain [removed: considerations.”](#a6574)][added: considerations](#i06a840d2027d4be290758a17fa8d4f2d_132193)[.](#i06a840d2027d4be290758a17fa8d4f2d_132193)[”](#i06a840d2027d4be290758a17fa8d4f2d_132193)*]

[added: | | | | | | | | | | | | |] Millions of Dollars [added: | | |]

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

In late 2016, we initiated our current [added: share repurchase program.]

As of December 31, [removed: 2021,] [added: 2022,] we had repurchased [removed: $14.1] [added: $23.4] billion [added: of shares.]

[added: Except as limited by applicable legal requirements, repurchases may be increased, decreased or] discontinued at any time without prior notice.

Shares of stock repurchased under [added: the plan are held as treasury shares.]

[removed: ][added: ]

[added: |] ConocoPhillips [added: 2022 10-K | | | 30 | | |]

[removed: Stock] [added: Stock] Performance [removed: Graph][added: Graph]

[added: The cumulative total returns of] the peer group companies' common stock [added: do not include the cumulative total return of ConocoPhillips’ common stock.]

The stock price performance included in this graph [added: is not necessarily indicative of future stock price performance.]

[added: |] Management’s Discussion and Analysis [added: | | | [Table of Contents](#i97d6a5a21f0b4e07bc407797f215290e_7) | | |]

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | Ordinary | | | VROC | | | | | | Ordinary | | | VROC | | |

| First | | | $ | 0.46 | | 0.30 | | | | | | 0.43 | | | | | |

| Second | | | 0.46 | | | 0.70 | | | | | | 0.43 | | | | | |

| Third | | | 0.46 | | | 1.40 | | | | | | 0.43 | | | | | |

| Fourth | | | 0.51 | | | 0.70 | | | | | | 0.46 | | | 0.20 | | |

*Dividends shown above reflect the quarter in which the dividend was declared.*

The Board has adopted a dividend declaration policy providing that the declaration of any dividends will be determined quarterly.

For more information on factors considered when determining the level of these distributions *[see “Item 1A —Risk Factors – Our ability to execute our capital return program is subject to certain considerations.”](#i06a840d2027d4be290758a17fa8d4f2d_132193)*

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Period | | | Total Number of Shares Purchased* | | | Average Price Paid Per Share | | | Shares Purchased as Part of Publicly Announced Plans or Programs | | | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs | | |

| | | | | | | | | | | | | | | |

| October 1-31, 2022 | | | 6,800,856 | | | $ | 117.62 | | 6,800,856 | | | $ | 23,536 | |

| November 1-30, 2022 | | | 7,285,173 | | | 129.56 | | | 7,285,173 | | | 22,592 | | |

| December 1-31, 2022 | | | 8,635,020 | | | 115.98 | | | 8,635,020 | | | 21,591 | | |

| | | | 22,721,049 | | | | | | 22,721,049 | | | | | |

In October 2022, our Board of Directors approved an increase to our authorization from $25 billion to $45 billion of common stock to support our plan for future share repurchases.

Repurchases are made at management’s discretion, at prevailing prices, subject to market conditions and other factors.

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| | | | [Table of Contents](#i97d6a5a21f0b4e07bc407797f215290e_7) | | |

The following graph shows the cumulative TSR for ConocoPhillips’ common stock in each of the five years from December 31, 2017 to December 31, 2022.

The graph also compares the cumulative total returns for the same five-year period with the S&P 500 Index and our performance peer group consisting of Chevron, ExxonMobil, Apache, Marathon Oil Corporation, Devon, Occidental, Hess, and EOG weighted according to the respective peer’s stock market capitalization at the beginning of each annual period.

The comparison assumes $100 was invested on December 31, 2017, in ConocoPhillips stock, the S&P 500 Index and ConocoPhillips’ peer group and assumes that all dividends were reinvested.

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| 31 | | | ConocoPhillips 2022 10-K | | |

| | | | | | |

| --- | --- | --- | --- | --- | --- |

Market for Registrant's

Common Equity, Related

Stockholder

ConocoPhillips’ common stock is traded

on the New York Stock

Dividends

2020

First

0.430

0.420

Second

Third

Fourth

0.460

at January 31, 2022*

38,099

listings as one stockholder for each agency

listing.

of capital program.

The declaration of

the discretion and approval of our Board

of Directors.

The Board has

adopted a dividend declaration policy

providing that the declaration of any

dividends will be determined quarterly.

For more information on factors

considered when determining the level of these

distributions

[see “Item 1A—Risk](#a6574)

Issuer Purchases of Equity Securities

Approximate Dollar

Shares Purchased

Value of Shares

Average

as Part of Publicly

that May Yet

Be

Total

Number of

[removed: ConocoPhillips][added: ConocoPhillips]

[removed: Index] [added: | Index] to Financial [removed: Statements][added: Statements | | | | | |]

[added: | | | |] Page [added: | | |]

[removed: [Reports] [added: | Reports] of [removed: Management](#a23833)][added: Management | | |]

[removed: [Reports] [added: | Report] of Independent Registered Public Accounting [removed: Firm](#a23956)][added: Firm | | |]

[added: |] [Consolidated Income Statement for the years ended December [removed: 31, 2021,] [added: 31,](#i97d6a5a21f0b4e07bc407797f215290e_178) 2022[,](#i97d6a5a21f0b4e07bc407797f215290e_178) 2021 [and](#i97d6a5a21f0b4e07bc407797f215290e_178)] 2020 [removed: and 2019](#a24500)][added: | | | [74](#i97d6a5a21f0b4e07bc407797f215290e_178) | | |]

[removed: [Consolidated] [added: | Consolidated] Statement of Comprehensive Income for the years [removed: ended](#a24932)][added: ended [December 31,](#i97d6a5a21f0b4e07bc407797f215290e_181) 2022[,](#i97d6a5a21f0b4e07bc407797f215290e_181) 2021 [and](#i97d6a5a21f0b4e07bc407797f215290e_181) 2020 | | | [75](#i97d6a5a21f0b4e07bc407797f215290e_181) | | |]

[added: |] [Consolidated Balance Sheet at December [removed: 31,] [added: 31,](#i97d6a5a21f0b4e07bc407797f215290e_184) 2022 [and](#i97d6a5a21f0b4e07bc407797f215290e_184)] 2021 [removed: and 2020](#a25300)][added: | | | [76](#i97d6a5a21f0b4e07bc407797f215290e_184) | | |]

[added: |] [Consolidated Statement of Cash Flows for the years ended December [removed: 31, 2021,] [added: 31,](#i97d6a5a21f0b4e07bc407797f215290e_187) 2022[,](#i97d6a5a21f0b4e07bc407797f215290e_187) 2021 [and](#i97d6a5a21f0b4e07bc407797f215290e_187)] 2020 [removed: and 2019](#a25715)][added: | | | [77](#i97d6a5a21f0b4e07bc407797f215290e_187) | | |]

[removed: [Consolidated] [added: | Consolidated] Statement of Changes in Equity for the years [removed: ended](#a26328)][added: ended [December 31,](#i97d6a5a21f0b4e07bc407797f215290e_190) 2022[,](#i97d6a5a21f0b4e07bc407797f215290e_190) 2021 [and](#i97d6a5a21f0b4e07bc407797f215290e_190) 2020 | | | [78](#i97d6a5a21f0b4e07bc407797f215290e_190) | | |]

[added: |] [Notes to Consolidated Financial [removed: Statements](#a26998)][added: Statements](#i97d6a5a21f0b4e07bc407797f215290e_193) | | | [79](#i97d6a5a21f0b4e07bc407797f215290e_193) | | |]

[removed: Supplementary Information][added: | [Supplementary Information](#i97d6a5a21f0b4e07bc407797f215290e_265) | | | | | |]

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

[removed: 2021 10-K][added: 2021]

[removed: Reports] [added: | [Reports] of [removed: Management][added: Management](#i97d6a5a21f0b4e07bc407797f215290e_169) | | | [69](#i97d6a5a21f0b4e07bc407797f215290e_169) | | |]

[added: Opinion on] the [removed: consolidated financial statements][added: Financial Statements]

[removed: and the other information][added: | Other Information* | | | | | | | | | | | |]

[removed: position, results] [added: Results] of [removed: operations and][added: Operations]

[removed: been audited by] [added: /s/] Ernst & Young [added: LLP]

[removed: an independent registered public accounting][added: | Report of Independent Registered Public Accounting Firm | | |]

[removed: by] [added: To] the [removed: Audit] [added: Stockholders] and [removed: Finance Committee of] the Board of Directors [added: of ConocoPhillips]

[removed: made available to] [added: /s/] Ernst & Young [added: LLP]

[removed: of stockholders’] [added: To the Stockholders] and [removed: directors’][added: the Board of Directors of ConocoPhillips]

[removed: Assessment] [added: Assessment] of Internal Control Over [added: Financial Reporting]

[removed: control] [added: Opinion on Internal Control] over [removed: financial][added: Financial Reporting]

[added: All internal control systems,] no matter how well designed, have [added: inherent limitations.]

[removed: control over financial reporting as][added: Definition and Limitations of Internal Control Over Financial Reporting]

[added: Management assessed the effectiveness of the company’s] internal control over financial reporting [added: as of December 31, 2022.]

[removed: The total] [added: | Total] assets [removed: acquired represented][added: acquired | | | $ | 20,527 | |]

[added: | /s/ Ryan M. Lance | | | /s/ William L.] Bullock, Jr. [added: | | |]

[added: | Chairman and Chief] Executive [added: Officer | | | Executive] Vice President and [added: Chief Financial Officer | | |]

[removed: Opinion] [added: Our responsibility is to express an opinion] on the [removed: Financial Statements][added: Company’s financial statements based on our audits.]

[removed: income statement, consolidated][added: | Consolidated Income Statement | | | ConocoPhillips | | |]

[removed: financial statements”).][added: | Financial Statements | | | [Table of Contents](#i97d6a5a21f0b4e07bc407797f215290e_7) | | |]

[removed: consolidated financial statements][added: | Notes to Consolidated Financial Statements | | | [Table of Contents](#i97d6a5a21f0b4e07bc407797f215290e_7) | | |]

[added: We conducted our audits] in accordance with the standards of the [removed: Public][added: PCAOB.]

[removed: as of] [added: | | | | Year Ended] December 31, [removed: 2021, based][added: 2021 | | | | | | | | | | | | | | |]

[removed: Basis] [added: Basis] for [removed: Opinion][added: Opinion]

These financial statements are [added: the responsibility of the Company’s management.]

[added: We conducted our audit] in accordance with the standards of the PCAOB.

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| | | | | | |

| [Reports of Independent Registered Public Accounting Firm (PCAOB ID #](#i97d6a5a21f0b4e07bc407797f215290e_172)42[)](#i97d6a5a21f0b4e07bc407797f215290e_172) | | | [70](#i97d6a5a21f0b4e07bc407797f215290e_172) | | |

| | | | | | |

| | | | | | |

| | | | | | |

| | | | | | |

| | | | | | |

| | | | | | |

| | | | | | |

| | | | | | |

| | | | | | |

| --- | --- | --- | --- | --- | --- |

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| --- | --- | --- | --- | --- | --- |

| | | | [Table of Contents](#i97d6a5a21f0b4e07bc407797f215290e_7) | | |

| | | |

| --- | --- | --- |

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.

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 presentation of published financial statements.

Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

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, 2022.

Ernst & Young LLP has issued an audit report on the company’s internal control over financial reporting as of December 31, 2022, and their report is included herein.

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| | | | | | |

| Ryan M. Lance | | | William L. Bullock, Jr. | | |

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| | | | [Table of Contents](#i97d6a5a21f0b4e07bc407797f215290e_7) | | |

| | | |

| --- | --- | --- |

Financial Statements and Supplementary Data

(PCAOB ID #

[December 31, 2021, 2020 and 2019](#a24932)

[December 31, 2021, 2020 and 2019](#a26328)

Management prepared, and is responsible

for,

appearing in this annual report.

present fairly the company’s

financial

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

LLP,

firm appointed

and ratified by stockholders.

Management has

LLP all of the company’s financial records

and related data, as well as the minutes

meetings.

Financial Reporting

Management is also responsible for establishing

and maintaining adequate internal

reporting.

ConocoPhillips’ internal control

system was designed to

provide reasonable assurance to

the company’s

management and directors regarding

the preparation and fair presentatio

of published financial statements.

All internal control systems,

inherent limitations.

Therefore, even those

Changes in and Disagreements with Accountants on Accounting and

Financial Disclosure

[removed: control over financial reporting, as defined in][added: Management’s Annual Report on Internal Control Over Financial Reporting]

This report is included in Item 8 on page [added: *[69](#i97d6a5a21f0b4e07bc407797f215290e_169)* and is incorporated herein by reference.]

[removed: Report] [added: Report] of Independent Registered [added: Public Accounting Firm]

This report is included in Item 8 on page [removed: 76] [added: *[70](#i97d6a5a21f0b4e07bc407797f215290e_172)*] and is incorporated [added: herein by reference.]

We maintain disclosure controls and procedures designed to ensure information required to be disclosed in reports we file or submit under the Securities Exchange Act of 1934, as amended (the Act), is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to management, including our principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure.

As of December 31, 2022, with the participation of our management, our Chairman and Chief Executive Officer (principal executive officer) and our Executive Vice President and Chief Financial Officer (principal financial officer) carried out an evaluation, pursuant to Rule 13a-15(b) of the Act, of ConocoPhillips’ disclosure controls and procedures (as defined in Rule 13a-15(e) of the Act).

Based upon that evaluation, our Chairman and Chief Executive Officer and our Executive Vice President and Chief Financial Officer concluded our disclosure controls and procedures were operating effectively as of December 31, 2022.

There have been no changes in our internal control over financial reporting, as defined in Rule 13a-15(f) of the Act, in the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We maintain disclosure

controls and procedures

designed to ensure information required

to be disclosed in

reports we file or submit under the Securities Exchange

Act of 1934, as amended (the Act), is recorded, processed,

summarized and reported within the

time periods specified in Securities and Exchange Commission rules

and

forms, and that such information

is accumulated and communicated

to management, including our principal

executive and principal financial officers,

as appropriate, to allow timely decisions

regarding required disclosure.

As of December 31, 2021, with the participation of our management,

our Chairman and Chief Executive Officer

(principal executive officer) and

our Executive Vice President and

Chief Financial Officer (principal financial officer)

carried out an evaluation, pursuant

to Rule 13a-15(b) of the Act, of ConocoPhillips’ disclosure controls

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

Based upon that evaluation, our Chairman and

Chief

Executive Officer and our Executive

Vice President and Chief Financial Officer concluded

our disclosure controls

and procedures were operating

effectively as of December 31, 2021.

There have been no changes in our internal

Rule 13a-15(f) of the Act,

in the period covered by this report that

have materially affected,

or are reasonably likely to

materially affect, our

internal control over financial

reporting.

Management’s Annual Report

on Internal Control Over Financial Reporting

Other Information

[removed: Part III][added: Part III]

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| ConocoPhillips 2022 10-K | | | 160 | | |

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| | | | [Table of Contents](#i97d6a5a21f0b4e07bc407797f215290e_7) | | |

Disclosure Regarding Foreign Jurisdictions that Prevent

Inspections

ConocoPhillips

2021 10-K

[added: Information regarding our executive officers] appears in Part I of this report on page [added: *[28](#i97d6a5a21f0b4e07bc407797f215290e_67)*.]

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

We have a Code of Business Ethics and Conduct for Directors and Employees (Code of Ethics), including our principal executive officer, principal financial officer, principal accounting officer and persons performing similar functions.

We have posted a copy of our Code of Ethics on the “Corporate Governance” section of our internet website at *www.conocophillips.com* (within the Investors>Corporate Governance section)*.* Any waivers of the Code of Ethics must be approved, in advance, by our full Board of Directors.

Any amendments to, or waivers from, the Code of Ethics that apply to our executive officers and directors will be posted on the “Corporate Governance” section of our internet website.

All other information required by Item 10 of Part III will be included in our Proxy Statement relating to our 2023 Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A on or before April 30, 2023, and is incorporated herein by reference.*

Directors, Executive Officers

and Corporate Governance

Information regarding

our executive officers

30.

and Employees

We have a Code of Business Ethics

and Conduct for Directors and Employees

(Code of Ethics), including our

principal executive officer,

principal financial officer,

principal accounting officer and persons

performing similar

functions.

We have posted

a copy of our Code of Ethics on the “Corporate

Governance” section of our internet

website at

www.conocophillips.com

(within the Investors>Corporate

Governance section)

Any waivers of the

Code of Ethics must be approved, in advance,

by our full Board of Directors.

Any amendments to, or waivers

from,

the Code of Ethics that apply to our executive

officers and directors

will be posted on the “Corporate Governance”

section of our internet website.

All other information required

by Item 10 of Part III will be included in our Proxy

Statement relating to our 2022

Annual Meeting of Stockholders, to be filed pursuant

to Regulation 14A on or before April

30, 2022, and is

incorporated herein by

reference.*

Information required by Item 11 of Part III will be included in our Proxy Statement relating to our 2023 Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A on or before April 30, 2023, and is incorporated herein by reference.*

Executive Compensation

Information required by Item

11 of Part III will be included in our Proxy

Statement relating to our 2022 Annual

Meeting of Stockholders, to be filed pursuant

to Regulation 14A on or before

April 30, 2022, and is incorporated

herein by reference.*

Information required by Item 12 of Part III will be included in our Proxy Statement relating to our 2023 Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A on or before April 30, 2023, and is incorporated herein by reference.*

Security Ownership of Certain Beneficial Owners and Management and

Related Stockholder Matters

Information required by Item

12 of Part III will be included in our Proxy

Statement relating to our 2022 Annual

Meeting of Stockholders, to be filed pursuant

to Regulation 14A on or before

April 30, 2022, and is incorporated

herein by reference.*

Information required by Item 13 of Part III will be included in our Proxy Statement relating to our 2023 Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A on or before April 30, 2023, and is incorporated herein by reference.*

Certain Relationships and Related Transactions,

and Director

Independence

Information required by Item

13 of Part III will be included in our Proxy

Statement relating to our 2022 Annual

Meeting of Stockholders, to be filed pursuant

to Regulation 14A on or before

April 30, 2022, and is incorporated

herein by reference.*

[removed: *Except] [added: Except] for information or data specifically incorporated herein by reference under Items 10 through 14, other information and data appearing [added: in our 2023 Proxy Statement are not deemed to be a part of this Annual Report on Form 10-K or deemed to be filed with the Commission as a part of this report.*]

[removed: Part IV][added: Part IV]

Information required by Item 14 of Part III will be included in our Proxy Statement relating to our 2023 Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A on or before April 30, 2023, and is incorporated herein by reference.*

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| 161 | | | ConocoPhillips 2022 10-K | | |

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| --- | --- | --- | --- | --- | --- |

| | | | [Table of Contents](#i97d6a5a21f0b4e07bc407797f215290e_7) | | |

Principal Accounting Fees and Services

Information required by Item

14 of Part III will be included in our Proxy

Statement relating to our 2022 Annual

Meeting of Stockholders, to be filed pursuant

to Regulation 14A on or before

April 30, 2022, and is incorporated

herein by reference.*

in our 2022 Proxy

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

part of this report.

ConocoPhillips

2021 10-K

Financial Statements and Supplementary [added: Data]

[added: | | | | | | |] Incorporated by Reference [added: | | | | | | | | |]

[added: | Exhibit No. | | | Description | | | Exhibit | | | Form | | |] File No. [added: | | |]

[added: | 2.1 | | |] [Separation and Distribution Agreement Between ConocoPhillips and [removed: Phillips](http://www.sec.gov/Archives/edgar/data/1163165/000119312512200896/d341683dex21.htm)][added: Phillips 66, dated April 26, 2012.](https://www.sec.gov/Archives/edgar/data/1163165/000119312512200896/d341683dex21.htm) | | | 2.1 | | | 8-K | | | 001-32395 | | |]

[added: | 2.2†‡ | | |] [Purchase and Sale Agreement, dated March 29, 2017, by and [removed: among](http://www.sec.gov/Archives/edgar/data/1163165/000119312517158717/d375594dex21.htm)][added: among ConocoPhillips Company, ConocoPhillips Canada Resources Corp., ConocoPhillips Canada Energy Partnership, ConocoPhillips Western Canada Partnership, ConocoPhillips Canada (BRC) Partnership, ConocoPhillips Canada E&P ULC, and Cenovus Energy Inc.](https://www.sec.gov/Archives/edgar/data/1163165/000119312517158717/d375594dex21.htm) | | | 2.1 | | | 10-Q | | | 001-32395 | | |]

[added: | 2.3†‡ | | |] [Asset Purchase and Sale Agreement Amending Agreement, dated as of [removed: May](http://www.sec.gov/Archives/edgar/data/1163165/000110465917033735/a17-13412_1ex2d2.htm)][added: May 16, 2017, by and among ConocoPhillips Company, ConocoPhillips Canada Resources Corp., ConocoPhillips Canada Energy Partnership, ConocoPhillips Western Canada Partnership, ConocoPhillips Canada (BRC) Partnership, ConocoPhillips Canada E&P ULC, and Cenovus Energy Inc.](https://www.sec.gov/Archives/edgar/data/1163165/000110465917033735/a17-13412_1ex2d2.htm) | | | 2.2 | | | 8-K | | | 001-32395 | | |]

[added: | 2.4 | | |] [Agreement and Plan of Merger, dated as of October 18, 2020, [removed: among](http://www.sec.gov/Archives/edgar/data/1163165/000110465920115818/tm2033409d1_ex2-1.htm)][added: among ConocoPhillips, Falcon Merger Sub Corp. and Concho Resources Inc.](https://www.sec.gov/Archives/edgar/data/1163165/000110465920115818/tm2033409d1_ex2-1.htm) | | | 2.1 | | | 8-K | | | 001-32395 | | |]

[added: | 3.1 | | |] [Amended and Restated Certificate of [removed: Incorporation.](http://www.sec.gov/Archives/edgar/data/1163165/000095012908004130/h58804exv3w1.htm)][added: Incorporation.](https://www.sec.gov/Archives/edgar/data/1163165/000095012908004130/h58804exv3w1.htm) | | | 3.1 | | | 10-Q | | | 001-32395 | | |]

[added: | 3.2 | | |] [Certificate of Designations of Series A Junior Participating Preferred Stock [removed: of](http://www.sec.gov/Archives/edgar/data/1163165/000089882202001082/ex3-2.txt)][added: of ConocoPhillips.](https://www.sec.gov/Archives/edgar/data/1163165/000089882202001082/ex3-2.txt) | | | 3.2 | | | 8-K | | | 000-49987 | | |]

[added: | 3.3 | | |] [Amended and Restated By-Laws of ConocoPhillips, as amended and [removed: restated](http://www.sec.gov/Archives/edgar/data/1163165/000110465915070400/a15-21074_1ex3d1.htm)][added: restated as of October 9, 2015.](https://www.sec.gov/Archives/edgar/data/1163165/000110465915070400/a15-21074_1ex3d1.htm) | | | 3.1 | | | 8-K | | | 001-32395 | | |]

[added: | 3.4 | | |] [Restated Certificate of Incorporation of ConocoPhillips Company, [removed: dated](https://www.sec.gov/Archives/edgar/data/1163165/000156276222000031/d123121dex34.htm)][added: dated February 6, 2019.](https://www.sec.gov/Archives/edgar/data/1163165/000156276222000031/d123121dex34.htm) | | | 3.4 | | | 10-K | | | 001-32395 | | |]

[added: | 4.1 | | |] [Description of Securities of the [removed: Registrant.](http://www.sec.gov/Archives/edgar/data/1163165/000119312520039954/d875559dex41.htm)][added: Registrant.](https://www.sec.gov/Archives/edgar/data/1163165/000119312520039954/d875559dex41.htm) | | | 4.1 | | | 10-K | | | 001-32395 | | |]

[added: | 10.8 | | |] [1986 Stock Plan of Phillips Petroleum [removed: Company.](http://www.sec.gov/Archives/edgar/data/1163165/000095012903001563/h03367exv10w11.txt)][added: Company.](https://www.sec.gov/Archives/edgar/data/1163165/000095012903001563/h03367exv10w11.txt) | | | 10.11 | | | 10-K | | | 004-49987 | | |]

[added: | 10.9 | | |] [1990 Stock Plan of Phillips Petroleum [removed: Company.](http://www.sec.gov/Archives/edgar/data/1163165/000095012903001563/h03367exv10w12.txt)][added: Company.](https://www.sec.gov/Archives/edgar/data/1163165/000095012903001563/h03367exv10w12.txt) | | | 10.12 | | | 10-K | | | 004-49987 | | |]

[added: | 10.10 | | |] [Omnibus Securities Plan of Phillips Petroleum [removed: Company.](http://www.sec.gov/Archives/edgar/data/1163165/000095012903001563/h03367exv10w19.txt)][added: Company.](https://www.sec.gov/Archives/edgar/data/1163165/000095012903001563/h03367exv10w19.txt) | | | 10.19 | | | 10-K | | | 004-49987 | | |]

[added: | 10.17 | | |] [Amended and Restated ConocoPhillips Key Employee [removed: Supplemental](http://www.sec.gov/Archives/edgar/data/1163165/000119312520039954/d875559dex10101.htm)][added: Supplemental Retirement Plan, dated January 1, 2020.](https://www.sec.gov/Archives/edgar/data/1163165/000119312520039954/d875559dex10101.htm) | | | 10.10.1 | | | 10-K | | | 001-32395 | | |]

[added: | 10.18.1 | | |] [Amended and Restated Defined Contribution Make-Up Plan [removed: of](http://www.sec.gov/Archives/edgar/data/1163165/000119312520039954/d875559dex10111.htm)][added: of ConocoPhillips—Title I, dated January 1, 2020.](https://www.sec.gov/Archives/edgar/data/1163165/000119312520039954/d875559dex10111.htm) | | | 10.11.1 | | | 10-K | | | 001-32395 | | |]

[removed: [ConocoPhillips—Title I,] [added: | 10.18.2 | | | [Amended and Restated Defined Contribution Make-Up Plan of ConocoPhillips—Title II,] dated January 1, [removed: 2020.](http://www.sec.gov/Archives/edgar/data/1163165/000119312520039954/d875559dex10111.htm)][added: 2020.](https://www.sec.gov/Archives/edgar/data/1163165/000119312520039954/d875559dex10112.htm) | | | 10.11.2 | | | 10-K | | | 001-32395 | | |]

[removed: [ConocoPhillips—Title II,] [added: | 10.20.1 | | | [Amended and Restated Key Employee Deferred Compensation Plan of ConocoPhillips—Title I,] dated January 1, [removed: 2020.](http://www.sec.gov/Archives/edgar/data/1163165/000119312520039954/d875559dex10112.htm)][added: 2020.](https://www.sec.gov/Archives/edgar/data/1163165/000119312520039954/d875559dex10191.htm) | | | 10.19.1 | | | 10-K | | | 001-32395 | | |]

[added: | 10.11 | | |] [2002 Omnibus Securities Plan of Phillips Petroleum [removed: Company.](http://www.sec.gov/Archives/edgar/data/1163165/000095012903001563/h03367exv10w26.txt)][added: Company.](https://www.sec.gov/Archives/edgar/data/1163165/000095012903001563/h03367exv10w26.txt) | | | 10.26 | | | 10-K | | | 000-49987 | | |]

[added: | 10.23 | | |] [Deferred Compensation Plan for Non-Employee Directors of [removed: ConocoPhillips.](http://www.sec.gov/Archives/edgar/data/1163165/000110465906012015/a06-2522_1ex10d17.htm)][added: ConocoPhillips.](https://www.sec.gov/Archives/edgar/data/1163165/000110465906012015/a06-2522_1ex10d17.htm) | | | 10.17 | | | 10-K | | | 001-32395 | | |]

[added: | 10.5.1 | | |] [Rabbi Trust Agreement dated December 17, [removed: 1999.](http://www.sec.gov/Archives/edgar/data/1066806/000095012900001130/0000950129-00-001130.txt)][added: 1999.](https://www.sec.gov/Archives/edgar/data/1066806/000095012900001130/0000950129-00-001130.txt) | | | 10.11 | | | 10-K | | | 001-14521 | | |]

[added: | 10.5.2 | | |] [Amendment to Rabbi Trust Agreement dated February 25, [removed: 2002.](http://www.sec.gov/Archives/edgar/data/1163165/000095012903001563/h03367exv10w39w1.txt)][added: 2002.](https://www.sec.gov/Archives/edgar/data/1163165/000095012903001563/h03367exv10w39w1.txt) | | | 10.39.1 | | | 10-K | | | 000-49987 | | |]

[added: | 10.6.1 | | |] [Phillips Petroleum Company Grantor Trust Agreement, dated June 1, [removed: 1998.](http://www.sec.gov/Archives/edgar/data/1163165/000119312516472901/d145414dex10173.htm)][added: 1998.](https://www.sec.gov/Archives/edgar/data/1163165/000119312516472901/d145414dex10173.htm) | | | 10.17.3 | | | 10-K | | | 001-32395 | | |]

[added: | 10.6.2 | | |] [First Amendment to the Trust Agreement under the Phillips [removed: Petroleum](http://www.sec.gov/Archives/edgar/data/1163165/000119312516472901/d145414dex10174.htm)][added: Petroleum Company Grantor Trust Agreement, dated May 3, 1999.](https://www.sec.gov/Archives/edgar/data/1163165/000119312516472901/d145414dex10174.htm) | | | 10.17.4 | | | 10-K | | | 001-32395 | | |]

[removed: [Company] [added: | 10.6.5 | | | [Fourth Amendment to the Trust Agreement under the ConocoPhillips Company] Grantor Trust Agreement, dated May [removed: 3, 1999.](http://www.sec.gov/Archives/edgar/data/1163165/000119312516472901/d145414dex10174.htm)][added: 1, 2012.](https://www.sec.gov/Archives/edgar/data/1163165/000119312516472901/d145414dex10177.htm) | | | 10.17.7 | | | 10-K | | | 001-32395 | | |]

[added: | 10.6.3 | | |] [Second Amendment to the Trust Agreement under the Phillips [removed: Petroleum](http://www.sec.gov/Archives/edgar/data/1163165/000119312516472901/d145414dex10175.htm)][added: Petroleum Company Grantor Trust Agreement, dated January 15, 2002.](https://www.sec.gov/Archives/edgar/data/1163165/000119312516472901/d145414dex10175.htm) | | | 10.17.5 | | | 10-K | | | 001-32395 | | |]

[added: | 10.6.4 | | |] [Third Amendment to the Trust Agreement under the Phillips [removed: Petroleum](http://www.sec.gov/Archives/edgar/data/1163165/000119312516472901/d145414dex10176.htm)][added: Petroleum Company Grantor Trust Agreement, dated October 5, 2006.](https://www.sec.gov/Archives/edgar/data/1163165/000119312516472901/d145414dex10176.htm) | | | 10.17.6 | | | 10-K | | | 001-32395 | | |]

[removed: [Fourth] [added: | 10.6.6 | | | [Fifth] Amendment to the Trust Agreement under [removed: the](http://www.sec.gov/Archives/edgar/data/1163165/000119312516472901/d145414dex10177.htm)][added: the ConocoPhillips Company Grantor Trust Agreement, dated May 20, 2015.](https://www.sec.gov/Archives/edgar/data/1163165/000119312516472901/d145414dex10178.htm) | | | 10.17.8 | | | 10-K | | | 001-32395 | | |]

[added: | 10.24.1 | | |] [ConocoPhillips Directors’ Charitable Gift [removed: Program.](http://www.sec.gov/Archives/edgar/data/1163165/000095013404002756/h12939exv10w40.htm)][added: Program.](https://www.sec.gov/Archives/edgar/data/1163165/000095013404002756/h12939exv10w40.htm) | | | 10.40 | | | 10-K | | | 000-49987 | | |]

[added: | 10.24.2 | | |] [First and Second Amendments to the ConocoPhillips Directors’ Charitable [removed: Gift](http://www.sec.gov/Archives/edgar/data/1163165/000095012908004130/h58804exv10.htm)][added: Gift Program.](https://www.sec.gov/Archives/edgar/data/1163165/000095012908004130/h58804exv10.htm) | | | 10 | | | 10-Q | | | 001-32395 | | |]

[added: | 10.20.2 | | |] [Amended and Restated Key Employee Deferred Compensation Plan [removed: of](http://www.sec.gov/Archives/edgar/data/1163165/000119312520039954/d875559dex10191.htm)][added: of ConocoPhillips—Title II, dated January 1, 2020.](https://www.sec.gov/Archives/edgar/data/1163165/000119312520039954/d875559dex10192.htm) | | | 10.19.2 | | | 10-K | | | 001-32395 | | |]

[added: | 10.21.1 | | |] [Amendment and Restatement of ConocoPhillips Key Employee Change [removed: in](http://www.sec.gov/Archives/edgar/data/1163165/000119312514066358/d665238dex1021.htm)][added: in Control Severance Plan, effective January 1, 2014.](https://www.sec.gov/Archives/edgar/data/1163165/000119312514066358/d665238dex1021.htm) | | | 10.21 | | | 10-K | | | 001-32395 | | |]

[added: | 10.21.2 | | |] [Amendment and Restatement of ConocoPhillips Key Employee Change [removed: in](https://www.sec.gov/Archives/edgar/data/1163165/000156276222000031/d123121dex10201.htm)][added: in Control Severance Plan, effective December 2, 2021.](https://www.sec.gov/Archives/edgar/data/1163165/000156276222000031/d123121dex10201.htm) | | | 10.20.1 | | | 10-K | | | 001-32395 | | |]

[removed: [Control] [added: | 10.27 | | | [Amendment and Restatement of ConocoPhillips Executive] Severance Plan, [removed: effective] [added: dated] December 2, [removed: 2021.](https://www.sec.gov/Archives/edgar/data/1163165/000156276222000031/d123121dex10201.htm)][added: 2021.](https://www.sec.gov/Archives/edgar/data/1163165/000156276222000031/d123121dex1047.htm) | | | 10.47 | | | 10-K | | | 001-32395 | | |]

[added: | 10.12.1 | | |] [2004 Omnibus Stock and Performance Incentive Plan of [removed: ConocoPhillips.](http://www.sec.gov/Archives/edgar/data/1163165/000119312504054977/ddef14a.htm#tx51780_37)][added: ConocoPhillips.](https://www.sec.gov/Archives/edgar/data/1163165/000119312504054977/ddef14a.htm#tx51780_37) | | | Schedule 14A | | | Proxy | | | 000-49987 | | |]

[added: | 10.12.2 | | |] [Form of [removed: Stock Option] [added: Performance Share Unit] Award Agreement under the [added: Performance Share Program under the 2004 Omnibus] Stock [removed: Option] and [removed: Stock](http://www.sec.gov/Archives/edgar/data/1163165/000136231009002769/c81244exv10w26.htm)][added: Performance Incentive Plan of ConocoPhillips.](https://www.sec.gov/Archives/edgar/data/1163165/000136231009002769/c81244exv10w27.htm) | | | 10.27 | | | 10-K | | | 001-32395 | | |]

[removed: [Appreciation] [added: | 10.15.2 | | | [Form of Stock Option Award Agreement under the Stock Option and Stock Appreciation] Rights Program under the [removed: 2004] [added: 2011] Omnibus Stock and [removed: Performance](http://www.sec.gov/Archives/edgar/data/1163165/000136231009002769/c81244exv10w26.htm)][added: Performance Incentive Plan of ConocoPhillips, effective February 9, 2012.](https://www.sec.gov/Archives/edgar/data/1163165/000119312512195408/d312957dex10.htm) | | | 10 | | | 10-Q | | | 001-32395 | | |]

[removed: [Share] [added: | 10.15.3 | | | [Form of Performance Share Unit Agreement under the Restricted Stock] Program under the [removed: 2004] [added: 2011] Omnibus Stock and Performance [removed: Incentive](http://www.sec.gov/Archives/edgar/data/1163165/000136231009002769/c81244exv10w27.htm)][added: Incentive Plan of ConocoPhillips, dated February 5, 2013.](https://www.sec.gov/Archives/edgar/data/1163165/000119312513065426/d452384dex10266.htm) | | | 10.26.6 | | | 10-K | | | 001-32395 | | |]

[added: | 10.13 | | |] [Omnibus Amendments to certain ConocoPhillips employee benefit [removed: plans,](http://www.sec.gov/Archives/edgar/data/1163165/000095012908001094/h53977exv10w30.htm)][added: plans, adopted December 7, 2007.](https://www.sec.gov/Archives/edgar/data/1163165/000095012908001094/h53977exv10w30.htm) | | | 10.30 | | | 10-K | | | 001-32395 | | |]

(a)1.

The financial statements and supplementary information listed in the Index to Financial Statements, which appears on page *[68](#i97d6a5a21f0b4e07bc407797f215290e_166)*, are filed as part of this annual report.

All financial statement schedules are omitted because they are not required, not significant, not applicable or the information is shown in another schedule, the financial statements or the notes to consolidated financial statements.

The exhibits listed in the Index to Exhibits, which appears on pages *[1](#i97d6a5a21f0b4e07bc407797f215290e_307)63 [through 1](#i97d6a5a21f0b4e07bc407797f215290e_307)67*, are filed as part of this annual report.

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| ConocoPhillips 2022 10-K | | | 162 | | |

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| | | | ConocoPhillips and its subsidiaries are parties to several debt instruments under which the total amount of securities authorized does not exceed 10 percent of the total assets of ConocoPhillips and its subsidiaries on a consolidated basis. Pursuant to paragraph 4(iii)(A) of Item 601(b) of Regulation S-K, ConocoPhillips agrees to furnish a copy of such instruments to the SEC upon request. | | | | | | | | | | | |

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| 163 | | | ConocoPhillips 2022 10-K | | |

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Exhibits, Financial Statement Schedules

(a)

1.

Data

The financial statements and supplementary

information listed in the Index

to Financial Statements,

which appears on page

[74](#a23711)

, are filed as part of this annual report.

All financial statement schedules

are omitted because they are

not required, not significant, not

applicable or the information is shown

in another schedule, the financial statements

or the notes to

consolidated financial statements.

The exhibits listed in the Index to

Exhibits, which appears on pages

[181](#a71124)

through 185, are filed as part of

this annual report.

ConocoPhillips

2021 10-K

Exhibit

No.

Description

Form

2.1

[66, dated April 26, 2012.](http://www.sec.gov/Archives/edgar/data/1163165/000119312512200896/d341683dex21.htm)

8-K

001-32395

2.2†‡

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

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

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

[E&P ULC, and Cenovus Energy Inc.](http://www.sec.gov/Archives/edgar/data/1163165/000119312517158717/d375594dex21.htm)

10-Q

2.3†‡

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