Item 15. Exhibits, Financial Statement Schedules

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Item 15. Exhibits, Financial Statement Schedules

(a)1. Financial Statements and Supplementary Data

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

  1. Financial Statement Schedules

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

  1. Exhibits

The exhibits listed in the Index to Exhibits, which appears on pages 163 through 167, are filed as part of this annual report.

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ConocoPhillips

Index to Exhibits

Incorporated by Reference
Exhibit No.DescriptionExhibitFormFile No.
2.1Separation and Distribution Agreement Between ConocoPhillips and Phillips 66, dated April 26, 2012.2.18-K001-32395
2.2†‡Purchase and Sale Agreement, dated March 29, 2017, by and among ConocoPhillips Company, ConocoPhillips Canada Resources Corp., ConocoPhillips Canada Energy Partnership, ConocoPhillips Western Canada Partnership, ConocoPhillips Canada (BRC) Partnership, ConocoPhillips Canada E&P ULC, and Cenovus Energy Inc.2.110-Q001-32395
2.3†‡Asset Purchase and Sale Agreement Amending Agreement, dated as of May 16, 2017, by and among ConocoPhillips Company, ConocoPhillips Canada Resources Corp., ConocoPhillips Canada Energy Partnership, ConocoPhillips Western Canada Partnership, ConocoPhillips Canada (BRC) Partnership, ConocoPhillips Canada E&P ULC, and Cenovus Energy Inc.2.28-K001-32395
2.4Agreement and Plan of Merger, dated as of October 18, 2020, among ConocoPhillips, Falcon Merger Sub Corp. and Concho Resources Inc.2.18-K001-32395
3.1Amended and Restated Certificate of Incorporation.3.110-Q001-32395
3.2Certificate of Designations of Series A Junior Participating Preferred Stock of ConocoPhillips.3.28-K000-49987
3.3Amended and Restated By-Laws of ConocoPhillips, as amended and restated as of October 9, 2015.3.18-K001-32395
3.4Restated Certificate of Incorporation of ConocoPhillips Company, dated February 6, 2019.3.410-K001-32395
ConocoPhillips and its subsidiaries are parties to several debt instruments under which the total amount of securities authorized does not exceed 10 percent of the total assets of ConocoPhillips and its subsidiaries on a consolidated basis. Pursuant to paragraph 4(iii)(A) of Item 601(b) of Regulation S-K, ConocoPhillips agrees to furnish a copy of such instruments to the SEC upon request.
4.1Description of Securities of the Registrant.4.110-K001-32395
10.1Indemnification and Release Agreement between ConocoPhillips and Phillips 66, dated April 26, 2012.10.18-K001-32395
10.2Intellectual Property Assignment and License Agreement between ConocoPhillips and Phillips 66, dated April 26, 2012.10.28-K001-32395
10.3Tax Sharing Agreement between ConocoPhillips and Phillips 66, dated April 26, 2012.10.38-K001-32395
10.4Employee Matters Agreement between ConocoPhillips and Phillips 66, dated April 12, 2012.10.48-K001-32395
10.5.1Rabbi Trust Agreement dated December 17, 1999.10.1110-K001-14521
10.5.2Amendment to Rabbi Trust Agreement dated February 25, 2002.10.39.110-K000-49987
10.6.1Phillips Petroleum Company Grantor Trust Agreement, dated June 1, 1998.10.17.310-K001-32395
10.6.2First Amendment to the Trust Agreement under the Phillips Petroleum Company Grantor Trust Agreement, dated May 3, 1999.10.17.410-K001-32395
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10.6.3Second Amendment to the Trust Agreement under the Phillips Petroleum Company Grantor Trust Agreement, dated January 15, 2002.10.17.510-K001-32395
10.6.4Third Amendment to the Trust Agreement under the Phillips Petroleum Company Grantor Trust Agreement, dated October 5, 2006.10.17.610-K001-32395
10.6.5Fourth Amendment to the Trust Agreement under the ConocoPhillips Company Grantor Trust Agreement, dated May 1, 2012.10.17.710-K001-32395
10.6.6Fifth Amendment to the Trust Agreement under the ConocoPhillips Company Grantor Trust Agreement, dated May 20, 2015.10.17.810-K001-32395
10.7.1Successor Trustee Agreement of the Deferred Compensation Trust Agreement for Non-Employee Directors of ConocoPhillips dated July 31, 2020.10.110-Q001-32395
10.7.2First Amendment to the Successor Trust Agreement of the Deferred Compensation Trust Agreement for Non-Employee Directors of ConocoPhillips, dated August 4, 2020.10.210-Q001-32395
10.81986 Stock Plan of Phillips Petroleum Company.10.1110-K004-49987
10.91990 Stock Plan of Phillips Petroleum Company.10.1210-K004-49987
10.10Omnibus Securities Plan of Phillips Petroleum Company.10.1910-K004-49987
10.112002 Omnibus Securities Plan of Phillips Petroleum Company.10.2610-K000-49987
10.12.12004 Omnibus Stock and Performance Incentive Plan of ConocoPhillips.Schedule 14AProxy000-49987
10.12.2Form of Performance Share Unit Award Agreement under the Performance Share Program under the 2004 Omnibus Stock and Performance Incentive Plan of ConocoPhillips.10.2710-K001-32395
10.13Omnibus Amendments to certain ConocoPhillips employee benefit plans, adopted December 7, 2007.10.3010-K001-32395
10.142009 Omnibus Stock and Performance Incentive Plan of ConocoPhillips.Schedule 14AProxy001-32395
10.15.12011 Omnibus Stock and Performance Incentive Plan of ConocoPhillips.Schedule 14AProxy001-32395
10.15.2Form of Stock Option Award Agreement under the Stock Option and Stock Appreciation Rights Program under the 2011 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, effective February 9, 2012.1010-Q001-32395
10.15.3Form of Performance Share Unit Agreement under the Restricted Stock Program under the 2011 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated February 5, 2013.10.26.610-K001-32395
10.15.4Form of Stock Option Award Agreement under the Stock Option and Stock Appreciation Rights Program under the 2011 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated February 5, 2013.10.26.910-K001-32395
10.15.5Form of Key Employee Award Agreement, as part of the ConocoPhillips Stock Option Program granted under the 2011 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated February 18, 2014.10.110-Q001-32395
10.15.6Form of Performance Period IX Award Agreement, as part of the ConocoPhillips Performance Share Program granted under the 2011 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated February 18, 2014.10.310-Q001-32395
10.15.7Form of Performance Period X Award Agreement, as part of the ConocoPhillips Performance Share Program granted under the 2011 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated February 18, 2014.10.510-Q001-32395
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10.15.8Form of Inducement Grant Award Agreement under the 2011 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated March 31, 2014.10.1110-Q001-32395
10.16.12014 Omnibus Stock and Performance Incentive Plan of ConocoPhillips.10.18-K001-32395
10.16.2Form of Key Employee Award Agreement, as part of the ConocoPhillips Stock Option Program granted under the 2014 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated February 16, 2016.10.26.1210-K001-32395
10.16.3Form of Performance Share Unit Award Terms and Conditions for Performance Period 18, as part of the ConocoPhillips Performance Share Program granted under the 2014 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated February 13, 2018.10.26.2410-K001-32395
10.16.4Form of Key Employee Award Terms and Conditions, as part of the ConocoPhillips Stock Option Program granted under the 2014 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated February 14, 2017.10.110-Q001-32395
10.16.5Form of Key Employee Award Terms and Conditions as part of the ConocoPhillips Restricted Stock Unit Program granted under the 2014 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated February 14, 2019.10.27.1610-K001-32395
10.16.6Form of Key Employee Award Terms and Conditions, as part of the ConocoPhillips Targeted Variable Long Term Incentive Program, granted under the 2014 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated September 23, 2019.10.110-Q001-32395
10.16.7Form of Retention Award Terms and Conditions, as part of the Restricted Stock Unit Award, granted under the 2014 Omnibus Stock and Performance Incentive Plan of ConocoPhillips.10.110-Q001-32395
10.16.8Form of Inducement Grant Award Agreement under the 2014 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated January 15, 2021.10.310-Q001-32395
10.16.9Form of Key Employee Award Terms and Conditions, as part of the ConocoPhillips Targeted Variable Long Term Incentive Program, granted under the 2014 Omnibus Stock and Performance Incentive Plan of ConocoPhillips dated August 1, 2022.10.110-Q001-32395
10.16.10Form of Executive Restricted Stock Unit Award Terms and Conditions, as part of the ConocoPhillips Executive Restricted Stock Unit Program, granted under the 2014 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated February 11, 2020.10.110-Q001-32395
10.17Amended and Restated ConocoPhillips Key Employee Supplemental Retirement Plan, dated January 1, 2020.10.10.110-K001-32395
10.18.1Amended and Restated Defined Contribution Make-Up Plan of ConocoPhillips—Title I, dated January 1, 2020.10.11.110-K001-32395
10.18.2Amended and Restated Defined Contribution Make-Up Plan of ConocoPhillips—Title II, dated January 1, 2020.10.11.210-K001-32395
10.19Company Retirement Contribution Make-Up Plan of ConocoPhillips, dated December 28, 2018.10.3910-K001-32395
10.20.1Amended and Restated Key Employee Deferred Compensation Plan of ConocoPhillips—Title I, dated January 1, 2020.10.19.110-K001-32395
10.20.2Amended and Restated Key Employee Deferred Compensation Plan of ConocoPhillips—Title II, dated January 1, 2020.10.19.210-K001-32395
10.20.3*First Amendment to the Key Employee Deferred Compensation Plan of ConocoPhillips—Title II.
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10.20.4*Second Amendment to the Key Employee Deferred Compensation Plan of ConocoPhillips—Title II.
10.21.1Amendment and Restatement of ConocoPhillips Key Employee Change in Control Severance Plan, effective January 1, 2014.10.2110-K001-32395
10.21.2Amendment and Restatement of ConocoPhillips Key Employee Change in Control Severance Plan, effective December 2, 2021.10.20.110-K001-32395
10.22Form of Non-Employee Director Restricted Stock Units Terms and Conditions, as part of the Deferred Compensation Plan for Non-Employee Directors of ConocoPhillips, dated January 15, 2016.10.310-Q001-32395
10.23Deferred Compensation Plan for Non-Employee Directors of ConocoPhillips.10.1710-K001-32395
10.24.1ConocoPhillips Directors’ Charitable Gift Program.10.4010-K000-49987
10.24.2First and Second Amendments to the ConocoPhillips Directors’ Charitable Gift Program.1010-Q001-32395
10.25Amended and Restated 409A Annex to Nonqualified Deferred Compensation Arrangements of ConocoPhillips, dated January 1, 2020.10.2710-K001-32395
10.26ConocoPhillips Clawback Policy dated October 3, 2012.10.310-Q001-32395
10.27Amendment and Restatement of ConocoPhillips Executive Severance Plan, dated December 2, 2021.10.4710-K001-32395
10.28Amendment and Restatement of the Burlington Resources Inc. Management Supplemental Benefits Plan, dated April 19, 2012.10.910-Q001-32395
10.29Purchase and Sale Agreement, dated as of September 20, 2021, by and between Shell Enterprises LLC and ConocoPhillips.10.110-Q001-32395
10.30Compensation Resolutions regarding Matthew J. Fox, dated April 8, 2021.10.110-Q001-32395
10.31Form of Aircraft Time Sharing Agreement by and between certain executives and ConocoPhillips dated June 21, 2021.10.210-Q001-32395
10.32Letter agreement with Timothy A. Leach, dated April 28, 2022.10.110-Q001-32395
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21*List of Subsidiaries of ConocoPhillips.
22*Subsidiary Guarantors of Guaranteed Securities.
23.1*Consent of Ernst & Young LLP.
23.2*Consent of DeGolyer and MacNaughton.
31.1*Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
31.2*Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
32*Certifications pursuant to 18 U.S.C. Section 1350.
99*Report of DeGolyer and MacNaughton.
101.INS*Inline XBRL Instance Document.
101.SCH*Inline XBRL Schema Document.
101.CAL*Inline XBRL Calculation Linkbase Document.
101.DEF*Inline XBRL Definition Linkbase Document.
101.LAB*Inline XBRL Labels Linkbase Document.
101.PRE*Inline XBRL Presentation Linkbase Document.
104*Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

** Filed herewith.*

† The schedules to this exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K. ConocoPhillips agrees to furnish a copy of any schedule omitted from this exhibit to the SEC upon request.

‡ ConocoPhillips has previously been granted confidential treatment for certain portions of this exhibit pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

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Signature

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

CONOCOPHILLIPS
February 16, 2023/s/ Ryan M. Lance
Ryan M. Lance Chairman of the Board of Directors and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed, as of February 16, 2023, on behalf of the registrant by the following officers in the capacity indicated and by a majority of directors.

SignatureTitle
/s/ Ryan M. LanceChairman of the Board of Directors
Ryan M. Lanceand Chief Executive Officer
(Principal executive officer)
/s/ William L. Bullock, Jr.Executive Vice President and
William L. Bullock, Jr.Chief Financial Officer
(Principal financial officer)
/s/ Christopher P. DelkVice President, Controller
Christopher P. Delkand General Tax Counsel
(Principal accounting officer)
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/s/ Dennis V. ArriolaDirector
Dennis V. Arriola
/s/ Caroline M. DevineDirector
Caroline M. Devine
/s/ Gay Huey EvansDirector
Gay Huey Evans
/s/ Jody FreemanDirector
Jody Freeman
/s/ Jeffrey A. JoerresDirector
Jeffrey A. Joerres
/s/ Timothy A. LeachDirector
Timothy A. Leach
/s/ William H. McRavenDirector
William H. McRaven
/s/ Sharmila MulliganDirector
Sharmila Mulligan
/s/ Eric D. MullinsDirector
Eric D. Mullins
/s/ Arjun N. MurtiDirector
Arjun N. Murti
/s/ Robert A. NiblockDirector
Robert A. Niblock
/s/ David T. SeatonDirector
David T. Seaton
/s/ R.A. WalkerDirector
R.A. Walker
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