ConocoPhillips (COP) 10-K risk factor changes: FY2023 vs FY2022

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

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

These prices [added: are tied to market prices that] can fluctuate widely, and many of the factors influencing the prices are beyond our control.

Given the volatility in commodity price drivers and the worldwide political and economic environment, including potential economic slowdowns or recessions, [removed: as well] [added: unexpected shocks to supply and demand resulting from future global health crises such] as [added: those experienced in connection with the COVID-19 pandemic or] 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.

[removed: Low] [added: Prolonged periods of 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 [removed: the] [added: our] share repurchase program and the timing of such acquisitions.

If we [removed: are] [added: do] not [removed: successful in replacing] [added: successfully replace] 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 [removed: is dependent] [added: depends] on [added: our achievement of] a number of [removed: factors, including] [added: operational and strategic objectives, some aspects of which are beyond] our [removed: ability to successfully navigate] [added: control, including navigating] political and regulatory challenges to obtain and renew rights to develop and produce hydrocarbons; [removed: our success at] reservoir optimization; [removed: our ability to bring] [added: bringing] long-lead time, capital intensive projects to completion on budget and on schedule; and [removed: our ability to] efficiently and profitably [removed: operate] [added: operating] mature properties.

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

We must [added: also] 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 [removed: our] [added: any facet of this] competition, our financial condition and results of operations may be adversely affected.

| Risk Factors | | | [Table of [removed: Contents](#i97d6a5a21f0b4e07bc407797f215290e_7)] [added: Contents](#ie88dec2a39654cf89c231ea64c75d0ba_7)] | | |

In 2020, we announced our Paris-aligned climate risk framework, including an ambition to achieve net-zero [removed: 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 [added: operational GHG] emissions [added: intensity] and [added: reducing methane 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, [removed: including the pace of development of currently undeveloped technologies,] [added: government] 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 [added: the Plan's] execution could be [removed: costly and] [added: costly, may] have unforeseen [removed: obstacles.][added: obstacles, may proceed at varying paces during the timeframe allotted for the Plan and may be accomplished in a manner that we cannot predict at this time.]

We may be required to purchase emission [removed: credits,] [added: credits in the future,] and there may be [added: an] insufficient [added: supply of] offsets to achieve our [removed: goals.][added: goals, or we could incur increasingly greater expenses related to our purchase of such offsets.]

As advanced technologies are developed to accurately measure emissions, we may be required to revise our emissions estimates and reduction [removed: goals.][added: goals or otherwise revise our strategies outlined in the Plan.]

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 [removed: achieve.][added: achieve, if any.]

The success of our low-carbon strategy will [added: depend] in part [removed: be dependent] upon the cooperation of [added: government] agencies, the support of stakeholders, [removed: the success of] our [added: ability to research and forecast potential] investments, and our ability to apply our existing strengths and [removed: expertise.][added: expertise to new technologies, projects and markets.]

[removed: Any] [added: Estimates of crude oil, bitumen, natural gas and NGL reserves are imprecise and may be subject to revision, and any] material change in the factors and assumptions underlying our estimates of crude oil, bitumen, natural gas and NGL reserves could impair the quantity and value of those reserves.

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

Our business may be adversely affected by price [removed: controls,] [added: controls;] government-imposed limitations on production or exports of crude oil, bitumen, LNG, natural gas and [removed: NGLs,] [added: 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.

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

The facilities, equipment and diluents we rely on may be temporarily unavailable to us due to market conditions, extreme weather events, [added: permitting delays and other] regulatory [removed: reasons,] [added: matters,] mechanical reasons or other factors or conditions, many of which are beyond our control.

If any facilities, equipment or diluents, or any of the transportation methods and channels that we rely on become unavailable for any period of time, we may incur increased costs to transport our crude oil, bitumen, LNG, natural gas and NGLs for [removed: sale, or] [added: sale;] we may be forced to curtail our production of crude oil, bitumen, natural gas or [removed: NGLs.][added: NGLs or we may not be able to meet all the objectives in the Plan, such as reducing routine flaring.]

Failure by an operator or a [added: voting] majority, with whom we have a joint venture interest, to adequately manage the risks associated with any operations could have an adverse effect on the financial condition or results of operations of our joint ventures and, in turn, our business and operations.

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

[removed: The scope and nature of our] [added: Our] operations [removed: present] [added: are subject to] a variety of [removed: significant] hazards and [removed: risks, including operational hazards and] risks [added: that require significant and continuous oversight,] such as [added: the monitoring, prevention or mitigation of or protection from] explosions, fires, product spills, severe weather, geological events, global health crises, such as epidemics and pandemics, labor disputes, geopolitical tensions, armed hostilities, terrorist or piracy attacks, sabotage, civil unrest or cyberattacks.

Our operations are subject to [removed: the] additional hazards [added: concerning exposure to and potential release] of [removed: pollution, toxic substances] [added: pollutants] and [added: toxic substances, as well as] other environmental hazards and risks.

[removed: Offshore] [added: For example, offshore] activities may pose incrementally greater risks because of complex subsurface conditions such as higher reservoir pressures, water depths and metocean conditions.

Further, our insurance may not be adequate to compensate us for all resulting [removed: losses,] [added: losses described above,] and the cost to obtain adequate coverage may increase for us in the future or may not be available.

[removed: Potential impacts] [added: Countermeasures] to [removed: our business could include, but are not limited to,] [added: address global health crises, epidemics or pandemics, including future outbreaks of COVID-19, may result in] reduced demand for our [removed: products,] [added: products;] disruptions to our supply chain, [added: the global economy or financial or commodity markets;] disruptions in our contractual arrangements with our service providers, suppliers and other [removed: counterparties,] [added: counterparties;] failures by our suppliers, contract manufacturers, contractors, joint venture partners and external business partners, to meet their obligations to [removed: us,] [added: us;] reduced workforce [removed: productivity,] [added: productivity;] and voluntary or involuntary [removed: curtailments to support oil prices or alleviate storage shortages for our products.][added: curtailments.]

Any of these factors, or other cascading effects of [removed: the COVID-19 pandemic that are not currently foreseeable,] [added: such factors,] could materially increase our [removed: costs,] [added: costs;] negatively impact our revenues [added: or ability to implement] and [added: advance the Plan; and] damage our financial condition, results of operations, cash flows and liquidity position.

The full extent and duration of any such impacts cannot be predicted at this time because of the lack of certainty surrounding [removed: the pandemic.][added: their sources, causes and outcomes.]

For a description of the most significant of these environmental laws and regulations, see the [removed: *[“Contingencies—Environmental”](#i31f316ff16364658811108ff8bf32374_65892)*] [added: *[“Contingencies—Environmental”](#i875103a2c5dc4898b778ad18e0f237e3_22367),* *[“—Climate Change”](#i875103a2c5dc4898b778ad18e0f237e3_22371)*] and [removed: *[“Contingencies—Climate Change”](#i31f316ff16364658811108ff8bf32374_65891)*] [added: *["](#i875103a2c5dc4898b778ad18e0f237e3_22369)[—](#i875103a2c5dc4898b778ad18e0f237e3_22369)[Company Re](#i875103a2c5dc4898b778ad18e0f237e3_22369)[sponse to Climate-Related Risks"](#i875103a2c5dc4898b778ad18e0f237e3_22369)*] sections of Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Any [added: actual or perceived] failure by us to comply with existing or future laws, regulations and other requirements could result in administrative or civil penalties, criminal fines, other enforcement actions or third-party litigation against us.

To the extent these expenditures, as with all costs, are not ultimately reflected in the prices of our products, our business, financial condition, results of operations and cash flows in future periods [added: as well as our ability to implement and advance the Plan] could be adversely affected.

Although we may support the intent of legislative and regulatory measures aimed at addressing climate-related risks, the specifics of how and when they are enacted could result in a material adverse effect to our business, financial condition, results of operations and cash flows in future [removed: periods.][added: periods as well as our ability to implement and advance the Plan.]

For example, in [removed: November 2021,] [added: December 2023,] the [removed: U.S. Environmental Protection Agency] [added: EPA] published a [removed: Proposed Rule (revised and republished as a Supplemental Proposal in November 2022)] [added: final rule] that [removed: would revise] [added: revises] the regulations [removed: governing] [added: governing, among other things,] the emission of [removed: GHG] [added: methane] and volatile organic compounds from new oil and gas production facilities, and emission guidelines for states to use when revising Clean Air Act implementation plans to limit [removed: GHG] [added: methane] emissions from existing oil and gas facilities.

[removed: While the form and substance of the regulation is not yet final, the new regulation] [added: The final rule] could result in additional capital expenditures and compliance, operating and maintenance costs, any of which may have an adverse effect on our business and results of operations.

For example, over the course of 2023, WTI crude oil prices ranged from a low of $67 per barrel in March to a high of $94 per barrel in August.

| ConocoPhillips 2023 10-K | | | 20 | | |

Such achievement also depends on the accelerated pace of development of effective emissions measurement and abatement technologies, and the actual pace of development may be inadequate, or the technologies actually developed may be insufficient.

Our investments in these technologies may expose us to numerous financial, legal, operational, reputational and other risks.

Furthermore, we may not be able to deploy such technologies at a commercial scale.

For more information on estimates used, see the *["](#ie88dec2a39654cf89c231ea64c75d0ba_196)[Critical Accountin](#ie88dec2a39654cf89c231ea64c75d0ba_196)[g Estimates](#ie88dec2a39654cf89c231ea64c75d0ba_196)[" section of Management's Discussion and](#ie88dec2a39654cf89c231ea64c75d0ba_196) [Analysis of Financial Condition and Results of Operations](#ie88dec2a39654cf89c231ea64c75d0ba_196)*[.](#ie88dec2a39654cf89c231ea64c75d0ba_196)

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| Risk Factors | | | [Table of Contents](#ie88dec2a39654cf89c231ea64c75d0ba_7) | | |

| ConocoPhillips 2023 10-K | | | 22 | | |

| Risk Factors | | | [Table of Contents](#ie88dec2a39654cf89c231ea64c75d0ba_7) | | |

Additionally, in 2023, the U.S. joined the international community at the 28th Conference of the Parties (COP28), where the U.S. and nearly 200 other countries, including most of the countries in which we operate, renewed their commitment to deliver on the aims of the 2015 Paris Agreement.

COP28 included a decision on the world's first 'global stocktake' to ratchet up climate action before the end of the decade — including a goal to triple renewable energy capacity by 2030 — and for the first time its final agreement explicitly recommended "transitioning away from fossil fuels in the energy system." The implementation of current agreements and regulatory measures, as well as any future agreements or measures addressing climate change and GHG emissions, may adversely increase our capital and operating expenses,

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| Risk Factors | | | [Table of Contents](#ie88dec2a39654cf89c231ea64c75d0ba_7) | | |

While they are not prohibited from doing business with oil and gas companies, GFANZ members may self-impose limits.

As public pressure continues to mount on the financial sector, our costs of capital may increase.

Similar regulatory shifts, including attendant higher costs and market access constraints, may also occur in international jurisdictions in which we operate.

| ConocoPhillips 2023 10-K | | | 24 | | |

| Risk Factors | | | [Table of Contents](#ie88dec2a39654cf89c231ea64c75d0ba_7) | | |

Willow project in Alaska.

Further legislation was introduced in 2023 that extends the price cap through to at least June 2025, subject to further review and certain exemptions.

The escalation of geopolitical tension in the Middle East in late 2023 and early 2024 underscores the continued relevance of this consideration.

Diplomatic relations or policies between the U.S. government and one or more foreign jurisdictions may impair our ability to collect awards in legal actions against such foreign jurisdictions.

These major rating agencies are now considering ESG attributes when assessing credit profiles.

While these assessments have limited impact today, they have the potential to pressure credit ratings over time.

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| Risk Factors | | | [Table of Contents](#ie88dec2a39654cf89c231ea64c75d0ba_7) | | |

Since the inception of the three-tier return of capital program, the VROC has both increased and decreased across quarters, and it may continue to fluctuate in the future.

| ConocoPhillips 2023 10-K | | | 26 | | |

| Risk Factors | | | [Table of Contents](#ie88dec2a39654cf89c231ea64c75d0ba_7) | | |

Our business is faced with growing cybersecurity threats as we increasingly rely on digital technologies across our business.

Cybersecurity risks to our business, including our suppliers, third-party service providers, contractors, joint venture partners and external business partners, include but are not limited to:

- Unauthorized access to, or control of or disclosure of sensitive information about our business and our employees;

- Compromise of our data or systems, including corruption, sabotage, encryption or acts that otherwise render our data or systems unusable (or those of third-parties with whom we do business, including third-party cloud and information technology (IT) service providers);

- Theft or manipulation of our proprietary information;

- Ransom;

- Extortion;

- Threats to the security of our facilities and infrastructure; and

- Cyber terrorism.

In addition, we have exposure to cybersecurity risks where our data and proprietary information are collected, hosted, and/or processed by third-party cloud and service providers.

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.

| ConocoPhillips 2022 10-K | | | 20 | | |

Furthermore, we rely on there being sufficient facilities and takeaway capacity to support our commitment to reduce routine flaring.

| 21 | | | ConocoPhillips 2022 10-K | | |

Our business has been, and may continue to be, adversely affected by the coronavirus (COVID-19) pandemic.

The COVID-19 pandemic and the measures put in place to address it negatively impacted the global economy, disrupted global supply chains, reduced global demand for oil and gas and created significant volatility and disruption of financial and commodity markets.

Our business was adversely impacted by the COVID-19 pandemic and may be impacted again in the future depending on the scope and severity of current or future outbreaks.

| ConocoPhillips 2022 10-K | | | 22 | | |

Additionally, in 2022, the U.S. joined the international community at the 27th Conference of the Parties (COP27).

At the conclusion of COP27, the U.S. and nearly 200 other countries, including most of the other countries in which we operate, renewed solidarity to deliver on the outstanding elements of the Paris Agreement and the Glasgow Climate Pact agreed to at the 26th Conference of the Parties in 2021.

The implementation of current agreements and regulatory measures, as well as any future agreements or measures addressing climate change and GHG emissions, may adversely increase our capital and operating expenses, impact the demand for our products, impose taxes on our products or operations, or

| 23 | | | ConocoPhillips 2022 10-K | | |

While GFANZ members are not prohibited from having relationships with oil and gas companies, they are facing intense scrutiny for providing any sort of financial support to such companies, which may lead to greater restrictions on GFANZ members in the future.

As public pressure continues to mount, our access to capital on terms we find favorable (if it is available at all) may be limited, and our costs may increase, our reputation could be damaged, and our business and results of operations may be otherwise adversely affected.

We also cannot rule out the possibility of similar regulatory shifts and attendant cost and market access implications in other international jurisdictions.

Certain jurisdictions in which we operate have adopted or are considering regulations that could impose new or more stringent permitting, disclosure or other regulatory requirements on hydraulic fracturing or other oil and natural gas operations, including subsurface water disposal.

| ConocoPhillips 2022 10-K | | | 24 | | |

| 25 | | | ConocoPhillips 2022 10-K | | |

For example, in October 2022, we paid a VROC of $1.40 per share, and in January 2023, we paid a VROC of $0.70 per share.

| ConocoPhillips 2022 10-K | | | 26 | | |

Our business, like others within the oil and gas industry, is faced with growing cybersecurity threats as we increasingly rely on digital technologies across our business, some of which are managed by third-party service providers on whom we rely to help us collect, host or process information.

As a result, we face various cybersecurity threats, both internal and external, such as attempts to gain unauthorized access to, or control of, sensitive information about our operations and our employees, attempts to render our data or systems (or those of third-parties with whom we do business, including third-party cloud and IT service providers) corrupted or unusable, threats to the security of our facilities and infrastructure as well as those of third-parties with whom we do business, including third-party cloud and IT service providers, and attempted cyber terrorism.

Cybersecurity threats could affect the security of our data and proprietary information housed internally and on third-party IT systems, including the cloud.

A successful attack may result in gaining unauthorized access to, or control of, and disclosure of sensitive information about our operations and our employees and/or partners; attempts to corrupt, sabotage, or render our data or systems (or those of third parties with whom we do business, including third-party cloud and IT service providers) unusable; theft or manipulation of our proprietary business information, whether from insiders or external threat actors; and cyberextortion for the return of data.

The impact to our data could subject our company to potential reputational damage, legal liability, regulatory fines and penalties, and increased compliance costs.

In addition, cybersecurity threats could also disrupt our oil and gas operations both domestically and abroad given that computers aid to control production, our equipment and monitor our distribution systems globally and are necessary to deliver our production to market.

A disruption, failure, or a cyberattack of these operating systems, or of the networks, software and infrastructure on which they rely, many of which are not owned or operated by us, could damage production, distribution or storage assets, delay or prevent delivery to markets, make it difficult or impossible to accurately account for production and settle transactions, or negatively impact public health or safety, economic security, or national security.

Although we have experienced occasional cybersecurity threats, none have currently had a material effect on our business, operations or reputation.

We will comply with government-imposed security requirements to implement specific mitigation measures to protect against cybersecurity threats to our information and operational technology.

In addition, we must continually expend additional resources to continue to modify or enhance our protective measures or to investigate and remediate any vulnerabilities detected.

We maintain an extensive network of technical security procedures and controls, training, and policy enforcement mechanisms to monitor and mitigate security threats and to increase security for our information, facilities and infrastructure.

Despite our ongoing investments in security resources, talent and business practices, we are unable to assure that any security measures, or measures implemented by third parties, will be completely effective.

If our systems and infrastructure were to be breached, damaged or disrupted, we could be subject to serious negative consequences, including disruption of our operations, damage to our reputation, a loss of employee and/or third party trust, reimbursement or other costs, increased compliance costs, litigation exposure and legal liability or regulatory fines, penalties or intervention.

In addition, we have exposure to cybersecurity incidents and the negative impacts of such incidents related to our data and proprietary information housed on third-party IT systems, including the cloud.

Any of these could materially and adversely affect our business, results of operations or financial condition, and any of the foregoing can be exacerbated by a delay or failure to detect a cybersecurity incident or the full extent of such incident notwithstanding reasonable security procedures and controls.

The prevalence of remote work has introduced additional

| 27 | | | ConocoPhillips 2022 10-K | | |

cybersecurity risk.

While we continue to evolve and modify our business continuity plans, there can be no assurance that they will be completely effective in avoiding disruption and business impacts.

Further, our insurance may not be adequate to compensate us for all resulting losses, and the cost to obtain adequate coverage may increase for us in the future.

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

The words [added: “ambition,”] “anticipate,” “believe,” “budget,” “continue,” “could,” “effort,” “estimate,” “expect,” “forecast,” “goal,” “guidance,” “intend,” “may,” “objective,” “outlook,” “plan,” “potential,” “predict,” “projection,” “seek,” “should,” “target,” “will,” [removed: “would,”] [added: “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* [removed: *[63](#i97d6a5a21f0b4e07bc407797f215290e_160).*][added: *[65](#ie88dec2a39654cf89c231ea64c75d0ba_220).*]

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

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

Headquartered in Houston, Texas, at December 31, [removed: 2022,] [added: 2023,] we employed approximately [removed: 9,500] [added: 9,900] people worldwide and had total assets of [removed: $94] [added: $96] billion.

[removed: Our] [added: At ConocoPhillips, we anticipate that commodity prices will continue to be cyclical and volatile, and 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 [removed: highly disciplined in] [added: committed to] our [added: disciplined] investment [removed: decisions] [added: framework] and continually monitor market fundamentals, including the impacts associated with [removed: the conflict in Ukraine,] [added: geopolitical tensions and conflicts,] OPEC Plus supply updates, global demand for our products, oil and gas inventory levels, governmental policies, [removed: inflation,] [added: inflation and] supply chain [removed: disruptions and the fluctuating global COVID-19 impacts.][added: disruptions.]

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

Our [added: Triple Mandate and our foundational principles guide our differential] value proposition to deliver competitive returns to stockholders through price [removed: cycles is guided by foundational principles that support our Triple Mandate.][added: cycles.]

| Management’s Discussion and Analysis | | | [Table of [removed: Contents](#i97d6a5a21f0b4e07bc407797f215290e_7)] [added: Contents](#ie88dec2a39654cf89c231ea64c75d0ba_7)] | | |

Total company production in [removed: 2022] [added: 2023] was [removed: 1,738] [added: 1,826] MBOED, yielding cash provided by operating activities of [removed: $28.3] [added: $20] billion.

We invested [removed: $10.2] [added: $11.2] billion into the business in the form of capital expenditures and investments and provided returns of capital to shareholders of approximately [removed: $15.0] [added: $11] billion through our ordinary dividend, share repurchases and our VROC.

For [removed: 2022,] [added: 2023,] we returned [removed: $2.4] [added: $2.6] billion from our ordinary dividend, which included an increase from [removed: 46] [added: 51] cents per share to [removed: 51] [added: 58] cents per share, effective in December.

We also returned [removed: $3.3] [added: $3.0] billion to shareholders from the VROC in [removed: 2022.][added: 2023.]

In total for [removed: 2022,] [added: 2023,] we returned [removed: $9.3] [added: $5.4] billion to shareholders through share repurchases.

As of December 31, [removed: 2022,] [added: 2023,] we have repurchased [removed: $23.4] [added: $28.8] billion of the $45 billion authorized share repurchase program.

In February [removed: 2023,] [added: 2024,] we announced our [removed: 2023] [added: 2024] planned return of capital to shareholders of [removed: $11] [added: $9] billion through our three-tier return of capital framework.

We also declared a first quarter ordinary dividend of [removed: $0.51] [added: 58] cents per share and a VROC of [removed: $0.60] [added: 20] cents per share.

In [removed: 2022,] [added: 2023,] we took several steps to [removed: expand] [added: further] our global LNG business.

In [removed: July 2022,] [added: December,] we [removed: joined] [added: achieved] the [added: Gold Standard Pathway in the] Oil and Gas Methane Partnership (OGMP) 2.0 [removed: initiative.][added: Initiative.]

For more information on our commitment to ESG and the Plan, see *["Contingencies—Company Response to Climate-Related Risks" section of Management's Discussion and Analysis of Financial Condition and Results of [removed: Operation](#i31f316ff16364658811108ff8bf32374_65890)*.][added: Operation](#i875103a2c5dc4898b778ad18e0f237e3_22369)*.]

Significant items during [removed: 2022] [added: 2023] and recent announcements included the following:

- [removed: Generated cash provided by operating activities of $28.3 billion; ended] [added: Ended] the year with [removed: cash and] [added: cash,] cash [removed: equivalents] [added: equivalents,] and restricted cash of [removed: $6.7] [added: $5.9] billion and short-term investments of [removed: $2.8] [added: $1.0] billion;

- Distributed [removed: $15] [added: $11.0] billion to shareholders through [added: a] three-tier [removed: framework] [added: framework,] including [removed: $5.7] [added: $5.6] billion [removed: in cash] through the ordinary dividend and VROC and [removed: $9.3] [added: $5.4] billion through share [removed: repurchases, representing 53 percent of cash provided by operating activities;][added: repurchases;]

- Delivered [added: record] full-year [added: total and Lower 48 segment] production of [removed: 1,738] [added: 1,826] MBOED and [removed: record Lower 48 production;][added: 1,067 MBOED, respectively;]

[added: For example,] WTI crude oil prices averaged [removed: $94] [added: $78] per barrel in [removed: 2022,] [added: 2023,] compared with [removed: $68] [added: $94] per barrel in [removed: 2021.][added: 2022.]

[removed: We are guided by our] [added: Our] Triple Mandate and [removed: our] foundational principles [removed: to deliver on] [added: guide] our differential value proposition to [removed: create value] [added: deliver competitive returns on and of capital to stockholders] through price cycles.

Our foundational principles [removed: include] [added: consist of] maintaining balance sheet strength, [removed: peer leading] [added: providing peer-leading] distributions, [added: making] disciplined investments and demonstrating responsible and reliable ESG performance, all of which support strong financial [removed: returns.][added: returns and mitigate uncertainty associated with volatile commodity prices.]

We ended the year with cash and cash equivalents and restricted cash of [removed: $6.7] [added: $5.9] billion and short-term investments of [removed: $2.8] [added: $1.0] billion, maintaining balance sheet strength.

In [removed: 2022,] [added: 2023,] we returned [removed: $5.7] [added: $5.6] billion to shareholders through our ordinary dividend and VROC and [removed: $9.3] [added: $5.4] billion through share [removed: repurchases partially sourced from monetization of our CVE common shares.][added: repurchases.]

[removed: *[See Note](#i97d6a5a21f0b4e07bc407797f215290e_208) 5[.](#i97d6a5a21f0b4e07bc407797f215290e_208)*] Our combined dividends and share repurchases of [removed: $15] [added: $11] billion represented over 50 percent of our net cash provided by operating activities.

*[See [removed: “It](#i06a840d2027d4be290758a17fa8d4f2d_132193)[em] [added: “Item] 1A—Risk Factors Our ability to execute our capital return program is subject to certain [removed: considerations.”](#i06a840d2027d4be290758a17fa8d4f2d_132193)*][added: considerations.”](#i68a0512df0a44225b10843f9d96c44d5_40654)*]

We expect to make capital investments sufficient to [added: at least] sustain production throughout the price cycles.

Free cash flow [added: is defined as cash from operations net of capital expenditures and investments and] provides funds that are available to return to shareholders, strengthen the balance sheet or reinvest back into the business for future cash flow expansion.

As a result, we must invest significant capital [removed: dollars] to develop newly discovered fields, maintain existing [removed: fields,] [added: fields] and construct pipelines and LNG facilities.

Fully burdened [added: basis] includes capital infrastructure, foreign [removed: exchange,] [added: currency exchange rates,] cost of carbon, price-related inflation and G&A.

◦Control our costs. Controlling [removed: operating and overhead] [added: our] costs, without compromising safety or environmental stewardship, is a high priority.

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

Managing [removed: operating and overhead] costs is critical to maintaining a competitive position in our industry, particularly in a low commodity price [removed: environment.][added: environment, and positively impacts our ability to deliver strong cash from operations.]

In March, the Department of Interior published its ROD approving our Willow project in Alaska, which adopted a plan consisting of three core pads.

In December, following a Ninth Circuit Court of Appeals denial of a request for an injunction, we reached FID on the Willow project and began winter construction.

| ConocoPhillips 2023 10-K | | | 34 | | |

In October, we completed our acquisition of the remaining 50 percent working interest in Surmont, an asset in our Canada segment, for $2.7 billion of cash after customary adjustments.

The transaction was funded by proceeds received via long-term debt offerings.

This transaction includes a contingent payment arrangement of up to an additional $0.4 billion CAD (approximately $0.3 billion) over a five-year term.

As the 100 percent owner and operator of Surmont, we will seek to optimize the asset while remaining on track to achieve our previously announced corporate emissions intensity objectives.

*[S](#ie88dec2a39654cf89c231ea64c75d0ba_262)[ee](#ie88dec2a39654cf89c231ea64c75d0ba_262) [Note](#ie88dec2a39654cf89c231ea64c75d0ba_262) 3*.

In March, we completed our acquisition of 30 percent equity interest in PALNG Phase 1.

In June, we completed our acquisition of a 25 percent equity interest in NFS3 in Qatar.

Additionally, in June, we signed a 20-year offtake agreement at the Saguaro LNG export facility on the west coast of Mexico, subject to Mexico Pacific reaching FID and other certain conditions precedent.

Furthermore, in September, we signed a 15-year throughput agreement securing regasification capacity at the Gate LNG terminal in the Netherlands.

*[See Note](#ie88dec2a39654cf89c231ea64c75d0ba_262) 3*[.](#ie88dec2a39654cf89c231ea64c75d0ba_262)

In the second quarter of 2023, we completed a strategic debt refinancing that extends the weighted average maturity of our portfolio from 15 to 17 years and reduces near term debt maturities.

*[See Note](#ie88dec2a39654cf89c231ea64c75d0ba_280) 9[.](#ie88dec2a39654cf89c231ea64c75d0ba_280)*

In April, we announced that we are accelerating our operations GHG emissions intensity reduction target through 2030.

We are now targeting a reduction in gross operated and net equity operational emissions intensity of 50-60 percent from 2016 levels by 2030, an improvement from the previously announced target of 40-50 percent.

Our Lower 48 segment achieved record production in 2023.

Our international projects reached several key operational milestones, including first production ahead of schedule at several subsea projects in Norway and China, as well as the startup of the second phase of Montney’s central processing facility in Canada.

Production for 2023 was 1,826 MBOED, representing an increase of 88 MBOED or 5 percent compared to 2022.

After adjusting for closed acquisitions and dispositions, production increased by 73 MBOED or 4 percent.

- Generated cash provided by operating activities of $20.0 billion;

- Acquired the remaining 50 percent working interest in Surmont for approximately $2.7 billion as well as future contingent payments of up to $0.4 billion CAD ($0.3 billion);

- Took FID on the Willow project;

- Progressed global LNG strategy through expansion in Qatar, FID at PALNG and regasification agreements in the Netherlands and offtake agreements in Mexico;

- Reached first production at several subsea tiebacks in Norway, Surmont Pad 267 in Canada and Bohai Phase 4B in China;

- Commenced startup at the second phase of Montney's central processing facility in Canada;

- Awarded the Gold Standard Pathway designation by OGMP 2.0; and

- Accelerated the company's GHG emissions-intensity reduction target through 2030 from 40-50 percent to 50-60 percent, using a 2016 baseline.

| 35 | | | ConocoPhillips 2023 10-K | | |

| Management’s Discussion and Analysis | | | [Table of Contents](#ie88dec2a39654cf89c231ea64c75d0ba_7) | | |

The energy industry has historically been subject to volatility in commodity prices, which fluctuate with the global economy's supply and demand for energy.

Our profitability, reinvestment of cash flows and distributions to shareholders are influenced by these fluctuations.

We strive to maintain our ‘A’-rating, as we did throughout 2023.

In 2023, we initiated and completed a strategic debt refinancing to extend the weighted average maturity of our portfolio and reduced near-term debt maturities.

In addition, we also funded the acquisition of the remaining 50 percent working interest in Surmont from the proceeds of new long-term debt issuances.

In February 2024, we announced our 2024 planned return of capital to shareholders of $9 billion through our three-tier return of capital framework.

In 2023, we completed the acquisition of the remaining 50 percent working interest in Surmont and completed our acquisitions of equity interests in both the PALNG and NFS3 LNG projects and signed both LNG offtake and regasification agreements.

*[See Note](#ie88dec2a39654cf89c231ea64c75d0ba_262) 3*.

| ConocoPhillips 2023 10-K | | | 36 | | |

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.

We expect prices will continue to be cyclical and volatile.

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.

*[See Note](#i97d6a5a21f0b4e07bc407797f215290e_220) 9[.](#i97d6a5a21f0b4e07bc407797f215290e_220)*

| ConocoPhillips 2022 10-K | | | 32 | | |

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.

*[See Note](#i97d6a5a21f0b4e07bc407797f215290e_208) 5*.

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.

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.

In addition to those transactions, throughout 2022, we completed the sale of certain noncore assets in our Lower 48 segment.

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

In 2022, we reaffirmed and improved upon our commitment to demonstrate responsible and reliable ESG performance by publishing our Plan for the Net-Zero Energy Transition (the 'Plan'), which is built upon our Triple Mandate.

In addition, we continue to expand upon our Paris-aligned climate risk framework that we adopted in 2020.

In October 2022, we demonstrated further evidence of our commitment by setting a new 2030 methane emissions intensity target of approximately 0.15 percent of gas produced, consistent with our commitment to OGMP 2.0.

Production increased 171 MBOED or 11 percent in 2022, compared to 2021.

Production for 2022 was 1,738 MBOED.

After adjusting for closed acquisitions and dispositions, the conversion of previously acquired Concho-contracted volumes from a two-stream to a three-stream basis and 2021 Winter Storm Uri impacts, production decreased by 16 MBOED or 1 percent.

Organic growth from Lower 48 and other development programs more than offset decline; however, production was lower overall, primarily due to fourth quarter weather impacts and downtime in Lower 48.

| 33 | | | ConocoPhillips 2022 10-K | | |

- Expanded global LNG business through participation in QatarEnergy's NFE and NFS projects; executed 15-year regasification agreement at German LNG Terminal; acquired additional 10 percent interest in APLNG; signed 20-year agreement for 5 MTPA of LNG offtake and executed agreement to purchase 30 percent equity stake in Phase 1 of Port Arthur LNG;

- Fully integrated acquired Permian assets and executed multiple acreage swaps, coring up approximately 25,000 acres since acquisition to provide over a year's worth of additional two mile-plus long-lateral drilling inventory;

- Received license extension for Norway's Greater Ekofisk area to 2048 and license adjustments for China's Bohai Penglai Fields to 2039;

- Generated $3.5 billion in disposition proceeds through monetization of the company's CVE shares and noncore asset sales;

- Retired $3.3 billion in debt toward the company's $5 billion debt reduction target;

- Joined OGMP 2.0; published a Plan for the Net-Zero Energy Transition and set a new 2030 methane emissions intensity target, enhancing our commitment to ESG;

- Recorded 2022 year-end proved reserves of 6.6 billion BOE, with a total reserve replacement ratio of 176 percent including closed acquisitions and dispositions.

The energy industry has periodically experienced this type of volatility due to fluctuating supply-and-demand conditions and such volatility may persist in the future.

Commodity prices are the most significant factor impacting our profitability, reinvestment of operating cash flows into our business and distributions to shareholders.

We strive to maintain our ‘A’-rating, and in 2021 committed to reducing gross debt by $5 billion by the end of 2026.

In 2022 we executed several activities focused on debt reduction and, combined with naturally maturing debt, reduced the company's total debt by $3.3 billion.

This will reduce interest expense and provide resilience in periods of volatility.

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, [removed: 2022.][added: 2023.]

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, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] was immaterial to our consolidated cash flows and net [removed: income attributable to ConocoPhillips.][added: income.]

| | | | [Table of [removed: Contents](#i97d6a5a21f0b4e07bc407797f215290e_7)] [added: Contents](#ie88dec2a39654cf89c231ea64c75d0ba_7)] | | |

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

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

| 2023 | | | | | | [removed: $] [added: $] | [removed: 110] [added: 110] | | [removed: 7.04] [added: 7.04] | | [removed: %] [added: %] | | | | [added: $] | [added: —] | | [added: —] | | [added: %] |

| 2024 | | | | | | [removed: 1,359] [added: 1,359] | | | [removed: 2.59] [added: 2.59] | | | | | | [added: —] | | | [added: —] | | |

| 2025 | | | | | | [removed: 1,268] [added: 1,268] | | | [removed: 3.25] [added: 3.25] | | | | | | [added: —] | | | [added: —] | | |

| 2026 | | | | | | 104 | | | 6.41 | | | | | | [added: —] | | | [added: —] | | |

| 2027 | | | | | | 438 | | | 5.79 | | | | | | [added: —] | | | [added: —] | | |

| Remaining years | | | | | | [removed: 12,293] [added: 12,293] | | | [removed: 5.45] [added: 5.45] | | | | | | [removed: 283] [added: 283] | | | [removed: 3.91] [added: 3.91] | | [removed: %] [added: %] |

| Total | | | | | | [removed: $] [added: $] | [removed: 15,572] [added: 15,572] | | | | | | | | [removed: $] [added: $] | [removed: 283] [added: 283] | | | | |

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

| [removed: Year-End 2021] [added: Year-End 2023] | | | | | | | | | | | | | | | | | | | | |

We do not comprehensively hedge the exposure to currency exchange rate changes although we may choose to selectively hedge certain foreign currency exchange rate exposures, such as firm commitments for capital projects or local currency tax payments, dividends and cash returns from net investments in foreign affiliates to be remitted within the coming [removed: year, investments in equity securities] [added: year] and acquisitions.

At December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] we [removed: held] [added: had outstanding] foreign currency exchange [removed: forwards] [added: forward contracts] hedging cross-border commercial activity and [removed: foreign currency exchange swaps] for purposes of mitigating our cash-related exposures.

Although these forwards [removed: and swaps] hedge exposures to fluctuations in exchange rates, we elected not to utilize hedge accounting.

Since the gain or loss on the [removed: swaps] [added: exchange contracts] is offset by the gain or loss from remeasuring cash related balances, and since our aggregate position in the forwards was not material, there would be no material impact to our income from an adverse hypothetical 10 percent change in the December [added: 2023 or December] 2022 exchange rates.

The gross notional and fair value of these positions at December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] were as follows:

| Buy Canadian dollar, sell U.S. dollar | | | CAD | | | [removed: 15] [added: 5] | | | [removed: 77] [added: 15] | | | | | | [removed: (1)] [added: —] | | | (1) | | |

| Sell British pound, buy euro | | | GBP | | | [removed: 312] [added: 52] | | | [removed: 239] [added: 312] | | | | | | [removed: 7] [added: (2)] | | | [removed: (8)] [added: 7] | | |

| Buy British pound, sell euro | | | GBP | | | [removed: 264] [added: 58] | | | [removed: 394] [added: 264] | | | | | | [removed: (10)] [added: —] | | | [removed: 7] [added: (10)] | | |

| 67 | | | ConocoPhillips 2023 10-K | | |

| 2024 | | | | | | $ | 759 | | 2.70 | | % | | | | $ | — | | — | | % |

| 2025 | | | | | | 735 | | | 3.87 | | | | | | — | | | — | | |

| 2028 | | | | | | 265 | | | 4.50 | | | | | | — | | | — | | |

| Remaining years | | | | | | 15,829 | | | 5.45 | | | | | | 283 | | | 4.06 | | % |

| Total | | | | | | $ | 18,130 | | | | | | | | $ | 283 | | | | |

| Fair value | | | | | | $ | 18,338 | | | | | | | | $ | 283 | | | | |

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

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

| ConocoPhillips 2023 10-K | | | 68 | | |

| | | | [Table of Contents](#ie88dec2a39654cf89c231ea64c75d0ba_7) | | |

| | | | | | | 2023 | | | 2022 | | | | | | 2023 | | | 2022 | | |

| 69 | | | ConocoPhillips 2023 10-K | | |

| | | | [Table of Contents](#ie88dec2a39654cf89c231ea64c75d0ba_7) | | |

| 65 | | | ConocoPhillips 2022 10-K | | |

| 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 | | | | |

| Fair value | | | | | | $ | 21,668 | | | | | | | | $ | 783 | | | | |

| ConocoPhillips 2022 10-K | | | 66 | | |

At December 31, 2022, we had outstanding foreign currency exchange forward swap contracts.

At December 31, 2021, we had outstanding foreign currency exchange forward contracts to buy $1.9 billion AUD at $0.715 AUD against the U.S. dollar.

Based on the assumed volatility in the fair value calculation, the net fair value of these foreign currency contracts at December 31, 2021, was a before-tax gain of $21 million.

Based on an adverse hypothetical 10 percent change in the December 31, 2021 exchange rate, this would result in an additional before-tax loss of $134 million.

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

The contracts settled in the first quarter of 2022.

| | | | | | | 2022 | | | 2021 | | | | | | 2022 | | | 2021 | | |

| Buy Australian dollar, sell U.S. dollar | | | AUD | | | — | | | 1,850 | | | | | | — | | | 21 | | |

| 67 | | | ConocoPhillips 2022 10-K | | |

Applying this threshold, there are no such proceedings to disclose for the year ended December 31, [removed: 2022.][added: 2023.]

[removed: *[See](#i97d6a5a21f0b4e07bc407797f215290e_226)* *[Note](#i97d6a5a21f0b4e07bc407797f215290e_226)] [added: *[See](#ie88dec2a39654cf89c231ea64c75d0ba_286)* *[Note](#ie88dec2a39654cf89c231ea64c75d0ba_286)] 11* for information regarding other legal and administrative proceedings.

For the fiscal year ended December 31, [removed: 2022][added: 2023]

[removed: ][added: ]

The aggregate market value of common stock held by non-affiliates of the registrant on June 30, [removed: 2022,] [added: 2023,] the last business day of the registrant’s most recently completed second fiscal quarter, based on the closing price on that date of [removed: $89.81,] [added: $103.61,] was [removed: $114.2] [added: $124.0] billion.

The registrant had [removed: 1,218,776,494] [added: 1,176,408,368] shares of common stock outstanding at January 31, [removed: 2023.][added: 2024.]

Portions of the Proxy Statement for the Annual Meeting of Stockholders to be held on May [removed: 16, 2023] [added: 14, 2024] (Part III)

| Commonly Used Abbreviations | | | | | | [removed: [1](#i97d6a5a21f0b4e07bc407797f215290e_10)] [added: [1](#ie88dec2a39654cf89c231ea64c75d0ba_10)] | | |

| [1 and [removed: 2.](#i97d6a5a21f0b4e07bc407797f215290e_16)] [added: 2.](#ie88dec2a39654cf89c231ea64c75d0ba_16)] | | | [Business and [removed: Properties](#i97d6a5a21f0b4e07bc407797f215290e_16)] [added: Properties](#ie88dec2a39654cf89c231ea64c75d0ba_16)] | | | [removed: [2](#i97d6a5a21f0b4e07bc407797f215290e_16)] [added: [2](#ie88dec2a39654cf89c231ea64c75d0ba_16)] | | |

| | | | [Corporate [removed: Structure](#i97d6a5a21f0b4e07bc407797f215290e_19)] [added: Structure](#ie88dec2a39654cf89c231ea64c75d0ba_19)] | | | [removed: [2](#i97d6a5a21f0b4e07bc407797f215290e_19)] [added: [2](#ie88dec2a39654cf89c231ea64c75d0ba_19)] | | |

| | | | [Segment and Geographic [removed: Information](#i97d6a5a21f0b4e07bc407797f215290e_22)] [added: Information](#ie88dec2a39654cf89c231ea64c75d0ba_22)] | | | [removed: [2](#i97d6a5a21f0b4e07bc407797f215290e_2199023257727)] [added: [2](#ie88dec2a39654cf89c231ea64c75d0ba_25)] | | |

| | | | [Europe, Middle East and North [removed: Africa](#i97d6a5a21f0b4e07bc407797f215290e_34)] [added: Africa](#ie88dec2a39654cf89c231ea64c75d0ba_46)] | | | [removed: [8](#i97d6a5a21f0b4e07bc407797f215290e_2199023257690)] [added: [8](#ie88dec2a39654cf89c231ea64c75d0ba_49)] | | |

| | | | [Asia [removed: Pacific](#i97d6a5a21f0b4e07bc407797f215290e_37)] [added: Pacific](#ie88dec2a39654cf89c231ea64c75d0ba_52)] | | | [removed: [11](#i97d6a5a21f0b4e07bc407797f215290e_2199023257718)] [added: [11](#ie88dec2a39654cf89c231ea64c75d0ba_55)] | | |

| | | | [Other [removed: International](#i97d6a5a21f0b4e07bc407797f215290e_40)] [added: International](#ie88dec2a39654cf89c231ea64c75d0ba_58)] | | | [removed: [13](#i97d6a5a21f0b4e07bc407797f215290e_2199023257750)] [added: [13](#ie88dec2a39654cf89c231ea64c75d0ba_61)] | | |

| | | | [Human Capital [removed: Management](#i97d6a5a21f0b4e07bc407797f215290e_49)] [added: Management](#ie88dec2a39654cf89c231ea64c75d0ba_70)] | | | [removed: [16](#i97d6a5a21f0b4e07bc407797f215290e_49)] [added: [16](#ie88dec2a39654cf89c231ea64c75d0ba_70)] | | |

| [removed: [1A.](#i97d6a5a21f0b4e07bc407797f215290e_55)] [added: [1A.](#ie88dec2a39654cf89c231ea64c75d0ba_76)] | | | [Risk [removed: Factors](#i97d6a5a21f0b4e07bc407797f215290e_55)] [added: Factors](#ie88dec2a39654cf89c231ea64c75d0ba_76)] | | | [removed: [20](#i97d6a5a21f0b4e07bc407797f215290e_55)] [added: [20](#ie88dec2a39654cf89c231ea64c75d0ba_76)] | | |

| [removed: [1B.](#i97d6a5a21f0b4e07bc407797f215290e_58)] [added: [1B.](#ie88dec2a39654cf89c231ea64c75d0ba_79)] | | | [Unresolved Staff [removed: Comments](#i97d6a5a21f0b4e07bc407797f215290e_58)] [added: Comments](#ie88dec2a39654cf89c231ea64c75d0ba_79)] | | | [removed: [28](#i97d6a5a21f0b4e07bc407797f215290e_58)] [added: [28](#ie88dec2a39654cf89c231ea64c75d0ba_79)] | | |

| [removed: [3.](#i97d6a5a21f0b4e07bc407797f215290e_61)] [added: [3.](#ie88dec2a39654cf89c231ea64c75d0ba_82)] | | | [Legal [removed: Proceedings](#i97d6a5a21f0b4e07bc407797f215290e_61)] [added: Proceedings](#ie88dec2a39654cf89c231ea64c75d0ba_82)] | | | [removed: [28](#i97d6a5a21f0b4e07bc407797f215290e_61)] [added: [30](#ie88dec2a39654cf89c231ea64c75d0ba_82)] | | |

| [removed: [4.](#i97d6a5a21f0b4e07bc407797f215290e_64)] [added: [4.](#ie88dec2a39654cf89c231ea64c75d0ba_85)] | | | [Mine Safety [removed: Disclosures](#i97d6a5a21f0b4e07bc407797f215290e_64)] [added: Disclosures](#ie88dec2a39654cf89c231ea64c75d0ba_85)] | | | [removed: [28](#i97d6a5a21f0b4e07bc407797f215290e_64)] [added: [30](#ie88dec2a39654cf89c231ea64c75d0ba_85)] | | |

| | | | [Information About our Executive [removed: Officers](#i97d6a5a21f0b4e07bc407797f215290e_67)] [added: Officers](#ie88dec2a39654cf89c231ea64c75d0ba_88)] | | | [removed: [28](#i97d6a5a21f0b4e07bc407797f215290e_67)] [added: [30](#ie88dec2a39654cf89c231ea64c75d0ba_88)] | | |

| [removed: [5.](#i97d6a5a21f0b4e07bc407797f215290e_73)] [added: [5.](#ie88dec2a39654cf89c231ea64c75d0ba_94)] | | | [Market for Registrant’s Common Equity, Related Stockholder Matters [removed: and](#i97d6a5a21f0b4e07bc407797f215290e_73)] [added: and](#ie88dec2a39654cf89c231ea64c75d0ba_94)] [Issuer Purchases of Equity [removed: Securities](#i97d6a5a21f0b4e07bc407797f215290e_73)] [added: Securities](#ie88dec2a39654cf89c231ea64c75d0ba_94)] | | | [removed: [30](#i97d6a5a21f0b4e07bc407797f215290e_73)] [added: [32](#ie88dec2a39654cf89c231ea64c75d0ba_94)] | | |

| [removed: [7.](#i97d6a5a21f0b4e07bc407797f215290e_79)] [added: [7.](#ie88dec2a39654cf89c231ea64c75d0ba_100)] | | | [Management’s Discussion and Analysis of Financial Condition [removed: and](#i97d6a5a21f0b4e07bc407797f215290e_79)] [added: and](#ie88dec2a39654cf89c231ea64c75d0ba_100)] [Results of [removed: Operations](#i97d6a5a21f0b4e07bc407797f215290e_79)] [added: Operations](#ie88dec2a39654cf89c231ea64c75d0ba_100)] | | | [removed: [32](#i97d6a5a21f0b4e07bc407797f215290e_79)] [added: [34](#ie88dec2a39654cf89c231ea64c75d0ba_100)] | | |

| [removed: [7A.](#i97d6a5a21f0b4e07bc407797f215290e_163)] [added: [7A.](#ie88dec2a39654cf89c231ea64c75d0ba_223)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i97d6a5a21f0b4e07bc407797f215290e_163)] [added: Risk](#ie88dec2a39654cf89c231ea64c75d0ba_223)] | | | [removed: [65](#i97d6a5a21f0b4e07bc407797f215290e_163)] [added: [67](#ie88dec2a39654cf89c231ea64c75d0ba_223)] | | |

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| [removed: [9.](#i97d6a5a21f0b4e07bc407797f215290e_271)] [added: [9.](#ie88dec2a39654cf89c231ea64c75d0ba_400)] | | | [Changes in and Disagreements with Accountants on Accounting [removed: and](#i97d6a5a21f0b4e07bc407797f215290e_271)] [added: and](#ie88dec2a39654cf89c231ea64c75d0ba_400)] [Financial [removed: Disclosure](#i97d6a5a21f0b4e07bc407797f215290e_271)] [added: Disclosure](#ie88dec2a39654cf89c231ea64c75d0ba_400)] | | | [removed: [160](#i97d6a5a21f0b4e07bc407797f215290e_271)] [added: [160](#ie88dec2a39654cf89c231ea64c75d0ba_400)] | | |

| [removed: [9A.](#i97d6a5a21f0b4e07bc407797f215290e_274)] [added: [9A.](#ie88dec2a39654cf89c231ea64c75d0ba_403)] | | | [Controls and [removed: Procedures](#i97d6a5a21f0b4e07bc407797f215290e_274)] [added: Procedures](#ie88dec2a39654cf89c231ea64c75d0ba_403)] | | | [removed: [160](#i97d6a5a21f0b4e07bc407797f215290e_274)] [added: [160](#ie88dec2a39654cf89c231ea64c75d0ba_403)] | | |

| [removed: [9B.](#i97d6a5a21f0b4e07bc407797f215290e_277)] [added: [9B.](#ie88dec2a39654cf89c231ea64c75d0ba_406)] | | | [Other [removed: Information](#i97d6a5a21f0b4e07bc407797f215290e_277)] [added: Information](#ie88dec2a39654cf89c231ea64c75d0ba_406)] | | | [removed: [160](#i97d6a5a21f0b4e07bc407797f215290e_277)] [added: [160](#ie88dec2a39654cf89c231ea64c75d0ba_406)] | | |

| [removed: [9C.](#i97d6a5a21f0b4e07bc407797f215290e_280)] [added: [9C.](#ie88dec2a39654cf89c231ea64c75d0ba_409)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i97d6a5a21f0b4e07bc407797f215290e_280)] [added: Inspections](#ie88dec2a39654cf89c231ea64c75d0ba_409)] | | | [removed: [160](#i97d6a5a21f0b4e07bc407797f215290e_280)] [added: [160](#ie88dec2a39654cf89c231ea64c75d0ba_409)] | | |

| [removed: [10.](#i97d6a5a21f0b4e07bc407797f215290e_286)] [added: [10.](#ie88dec2a39654cf89c231ea64c75d0ba_415)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#i97d6a5a21f0b4e07bc407797f215290e_286)] [added: Governance](#ie88dec2a39654cf89c231ea64c75d0ba_415)] | | | [removed: [161](#i97d6a5a21f0b4e07bc407797f215290e_286)] [added: [161](#ie88dec2a39654cf89c231ea64c75d0ba_415)] | | |

| [removed: [11.](#i97d6a5a21f0b4e07bc407797f215290e_289)] [added: [11.](#ie88dec2a39654cf89c231ea64c75d0ba_418)] | | | [Executive [removed: Compensation](#i97d6a5a21f0b4e07bc407797f215290e_289)] [added: Compensation](#ie88dec2a39654cf89c231ea64c75d0ba_418)] | | | [removed: [161](#i97d6a5a21f0b4e07bc407797f215290e_289)] [added: [161](#ie88dec2a39654cf89c231ea64c75d0ba_418)] | | |

| [removed: [12.](#i97d6a5a21f0b4e07bc407797f215290e_292)] [added: [12.](#ie88dec2a39654cf89c231ea64c75d0ba_421)] | | | [Security Ownership of Certain Beneficial Owners and Management [removed: and](#i97d6a5a21f0b4e07bc407797f215290e_292)] [added: and](#ie88dec2a39654cf89c231ea64c75d0ba_421)] [Related Stockholder [removed: Matters](#i97d6a5a21f0b4e07bc407797f215290e_292)] [added: Matters](#ie88dec2a39654cf89c231ea64c75d0ba_421)] | | | [removed: [161](#i97d6a5a21f0b4e07bc407797f215290e_292)] [added: [161](#ie88dec2a39654cf89c231ea64c75d0ba_421)] | | |

| [removed: [13.](#i97d6a5a21f0b4e07bc407797f215290e_295)] [added: [13.](#ie88dec2a39654cf89c231ea64c75d0ba_424)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i97d6a5a21f0b4e07bc407797f215290e_295)] [added: Independence](#ie88dec2a39654cf89c231ea64c75d0ba_424)] | | | [removed: [161](#i97d6a5a21f0b4e07bc407797f215290e_295)] [added: [161](#ie88dec2a39654cf89c231ea64c75d0ba_424)] | | |

| [removed: [14.](#i97d6a5a21f0b4e07bc407797f215290e_298)] [added: [14.](#ie88dec2a39654cf89c231ea64c75d0ba_427)] | | | [Principal Accounting Fees and [removed: Services](#i97d6a5a21f0b4e07bc407797f215290e_298)] [added: Services](#ie88dec2a39654cf89c231ea64c75d0ba_427)] | | | [removed: [161](#i97d6a5a21f0b4e07bc407797f215290e_298)] [added: [161](#ie88dec2a39654cf89c231ea64c75d0ba_427)] | | |

| [removed: [15.](#i97d6a5a21f0b4e07bc407797f215290e_304)] [added: [15.](#ie88dec2a39654cf89c231ea64c75d0ba_433)] | | | [Exhibits, Financial Statement [removed: Schedules](#i97d6a5a21f0b4e07bc407797f215290e_304)] [added: Schedules](#ie88dec2a39654cf89c231ea64c75d0ba_433)] | | | [removed: [162](#i97d6a5a21f0b4e07bc407797f215290e_304)] [added: [162](#ie88dec2a39654cf89c231ea64c75d0ba_433)] | | |

| Commonly Used Abbreviations | | | [Table of [removed: Contents](#i97d6a5a21f0b4e07bc407797f215290e_7)] [added: Contents](#ie88dec2a39654cf89c231ea64c75d0ba_7)] | | |

| [removed: Units of Measurement] | | | | | | FASB | | | Financial Accounting Standards | | |

| BCF | | | billion cubic feet | | | [removed: FIFO] [added: G&A] | | | [removed: first-in, first-out] [added: general and administrative] | | |

| MBD | | | thousands of barrels per day | | | [removed: GAAP] | | | [removed: generally accepted accounting] [added: principles] | | |

| MCF | | | thousand cubic feet | | | [added: LIFO] | | | [removed: principles] [added: last-in, first-out] | | |

| [removed: MMBOD] [added: MBOED] | | | [removed: million] [added: thousand of] barrels of oil [removed: per day] | | | VIE | | | variable interest entity | | |

| MMBOED | | | [removed: millions] [added: million] of barrels of oil | | | Miscellaneous | | | | | |

| [added: MTPA] | | | [removed: equivalent] [added: million tonnes] per [removed: day] [added: annum] | | | DEI | | | diversity, equity and inclusion | | |

2023

If securities are registered pursuant to Section 12(b) of the Act, indicate by checkmark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| | | | [Part I](#ie88dec2a39654cf89c231ea64c75d0ba_13) | | | | | |

| | | | [Alaska](#ie88dec2a39654cf89c231ea64c75d0ba_28) | | | [4](#ie88dec2a39654cf89c231ea64c75d0ba_31) | | |

| | | | [Lower 48](#ie88dec2a39654cf89c231ea64c75d0ba_34) | | | [6](#ie88dec2a39654cf89c231ea64c75d0ba_37) | | |

| | | | [Canada](#ie88dec2a39654cf89c231ea64c75d0ba_40) | | | [7](#ie88dec2a39654cf89c231ea64c75d0ba_43) | | |

| | | | [Other](#id09370d761c04b6abd6c76f61bbe0aeb_7711) | | | [14](#id09370d761c04b6abd6c76f61bbe0aeb_7711) | | |

| | | | [Delivery Commitments](#id09370d761c04b6abd6c76f61bbe0aeb_7710) | | | [15](#id09370d761c04b6abd6c76f61bbe0aeb_7710) | | |

| | | | [Competition](#ie88dec2a39654cf89c231ea64c75d0ba_67) | | | [15](#ie88dec2a39654cf89c231ea64c75d0ba_67) | | |

| | | | [General](#ie88dec2a39654cf89c231ea64c75d0ba_73) | | | [19](#ie88dec2a39654cf89c231ea64c75d0ba_73) | | |

| 1C. | | | [CyberSecurity](#ie88dec2a39654cf89c231ea64c75d0ba_2108) | | | [28](#ie88dec2a39654cf89c231ea64c75d0ba_2108) | | |

| | | | [Part II](#ie88dec2a39654cf89c231ea64c75d0ba_91) | | | | | |

| [6.](#ie88dec2a39654cf89c231ea64c75d0ba_97) | | | [\[Reserved\]](#ie88dec2a39654cf89c231ea64c75d0ba_97) | | | | | |

| | | | [Part III](#ie88dec2a39654cf89c231ea64c75d0ba_412) | | | | | |

| | | | [Part IV](#ie88dec2a39654cf89c231ea64c75d0ba_430) | | | | | |

| | | | [Signatures](#ie88dec2a39654cf89c231ea64c75d0ba_439) | | | [167](#ie88dec2a39654cf89c231ea64c75d0ba_439) | | |

| NOK | | | Norwegian kroner | | | | | | amortization | | |

| Units of Measurement | | | | | | | | | Board | | |

| BBL | | | barrel | | | FIFO | | | first-in, first-out | | |

| BOE | | | barrels of oil equivalent | | | GAAP | | | generally accepted accounting | | |

| | | | equivalent per day | | | CERCLA | | | Federal Comprehensive | | |

| | | | | | | EPA | | | Environmental Protection Agency | | |

| Industry | | | | | | ESG | | | environmental, social and governance | | |

| E&P | | | exploration and production | | | GHG | | | greenhouse gas | | |

| FID | | | final investment decision | | | ICC | | | International Chamber of Commerce | | |

| FPS | | | floating production system | | | ICSID | | | World Bank’s International | | |

| | | | offloading | | | | | | Investment Disputes | | |

| JOA | | | joint operating agreement | | | OTC | | | over-the-counter | | |

| LNG | | | liquefied natural gas | | | NYSE | | | New York Stock Exchange | | |

| OPEC | | | Organization of Petroleum | | | | | | Commission | | |

| PUDs | | | proved undeveloped reserves | | | U.S. | | | United States of America | | |

| 1 | | | ConocoPhillips 2023 10-K | | |

| ConocoPhillips 2023 10-K | | | 2 | | |

| Business and Properties | | | [Table of Contents](#ie88dec2a39654cf89c231ea64c75d0ba_7) | | |

| 3 | | | ConocoPhillips 2023 10-K | | |

| Business and Properties | | | [Table of Contents](#ie88dec2a39654cf89c231ea64c75d0ba_7) | | |

| | | | | | | | | | | | | | | | 2023 | | | | | | | | | | | |

| Total Alaska | | | | | | | | | | | | | | | 173 | | | 16 | | | 38 | | | 195 | | |

In 2023, on average, there were two rigs drilling throughout the year.

2022

| | | | [Part I](#i97d6a5a21f0b4e07bc407797f215290e_13) | | | | | |

| | | | [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) | | |

| | | | [Competition](#i97d6a5a21f0b4e07bc407797f215290e_46) | | | [15](#i97d6a5a21f0b4e07bc407797f215290e_46) | | |

| | | | [General](#i97d6a5a21f0b4e07bc407797f215290e_52) | | | [19](#i97d6a5a21f0b4e07bc407797f215290e_52) | | |

| | | | [Part II](#i97d6a5a21f0b4e07bc407797f215290e_70) | | | | | |

| [6.](#i97d6a5a21f0b4e07bc407797f215290e_76) | | | [\[Reserved\]](#i97d6a5a21f0b4e07bc407797f215290e_76) | | | | | |

| | | | [Part III](#i97d6a5a21f0b4e07bc407797f215290e_283) | | | | | |

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

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

| | | | | | | | | | amortization | | |

| BBL | | | barrel | | | | | | Board | | |

| BOE | | | barrels of oil equivalent | | | G&A | | | general and administrative | | |

| MBOD | | | thousand barrels of oil per day | | | LIFO | | | last-in, first-out | | |

| MBOED | | | thousands of barrels of oil | | | | | | | | |

| | | | | | | EU | | | European Union | | |

| CBM | | | coalbed methane | | | GHG | | | greenhouse gas | | |

| FEED | | | front-end engineering and design | | | ICSID | | | World Bank’s International | | |

| FPSO | | | floating production, storage and | | | | | | Investment Disputes | | |

| G&G | | | geological and geophysical | | | OTC | | | over-the-counter | | |

| JOA | | | joint operating agreement | | | NYSE | | | New York Stock Exchange | | |

| NGLs | | | natural gas liquids | | | | | | Commission | | |

| | | | Exporting Countries | | | U.K. | | | United Kingdom | | |

| PUDs | | | proved undeveloped reserves | | | VROC | | | variable return of cash | | |

| 1 | | | ConocoPhillips 2022 10-K | | |

| ConocoPhillips 2022 10-K | | | 2 | | |

| 3 | | | ConocoPhillips 2022 10-K | | |

We operate Kuparuk in addition to several fields on the Western North Slope, in which we have 100 percent interest.

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

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

| | | | | | | | | | | | | | | | 2022 | | | | | | | | | | | |

| | | | Interest | | | | | | Operator | | | | | | Crude Oil MBD | | | NGL MBD | | | Natural Gas MMCFD | | | Total MBOED | | |

| Average Daily Net Production | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total Alaska | | | | | | | | | | | | | | | 177 | | | 17 | | | 34 | | | 200 | | |

Prudhoe Bay’s western satellite fields are Aurora, Borealis, Polaris, Midnight Sun and Orion, while the Point McIntyre, Niakuk, Raven, Lisburne and North Prudhoe Bay State fields are part of the Greater Point McIntyre Area.

Activity in 2022 consisted of rotary and coil tubing drilling throughout the year.

Cybersecurity Risk Management and Strategy

*Cybersecurity Risk Assessment and Management*

We take a multilayered approach to cybersecurity risk management and strategy.

Our IT/OT Security Program integrates administrative, technical, and physical controls against evolving cybersecurity threats, and includes enterprise IT and OT security architecture, cybersecurity operations, data privacy and governance, supply chain security, and governance, risk, and compliance.

Additionally, it is designed to identify, assess, and manage cybersecurity risks and protect the confidentiality, integrity, and availability of our data, IT, and OT.

Cybersecurity is a component of our IT/OT Security Program, which we periodically review and adapt to respond to new and evolving circumstances, cybersecurity threats and regulations.

We evaluate security, privacy, and resiliency risks, including those related to cybersecurity, in our overall Enterprise Risk Management (ERM) program's annual risk assessment process.

This annual risk assessment process takes into account broader risks based on likelihood, potential consequences, and mitigations, such as operational and economic impact; health, safety and environmental impact; and reputational and financial implications.

This risk assessment is discussed with members of the ELT, Audit and Finance Committee (AFC) of the Board of Directors, and Board of Directors on at least an annual basis.

We consult recognized security frameworks, such as the National Institute of Standards and Technology Cybersecurity Framework to organize, improve, and assess our IT/OT Security Program to manage and reduce cybersecurity risk.

We deploy, configure, and maintain various technologies designed to enforce security policies, detect and protect against cybersecurity threats, and help safeguard IT and OT assets.

We operate a Cybersecurity Operation Center (CSOC) to ingest threat intelligence, monitor cybersecurity threats, coordinate incident response resources and manage response times.

Our Global Computer Security Incident Response Plan (CSIRP) establishes the framework for our response to cybersecurity incidents.

Under the CSIRP, cybersecurity incidents are escalated based on a defined incident categorization to the Chief Information Security Officer (CISO) and senior leaders, including the Chief Digital & Information Officer (CD&IO), General Counsel, Chief Financial Officer, and other cybersecurity program stakeholders, such as the AFC and/or the full Board of Directors.

We also conduct incident response exercises at least annually, which are facilitated by internal team members and, in some instances, with assistance from third-party experts.

Physical controls are designed to work in conjunction with digital and cybersecurity controls to help protect the Company’s IT and OT assets from physical threats.

Our Chief Security Officer is responsible for a physical security program including site plans, cameras, security systems monitoring, and access control and badging systems to manage physical security risks.

Our governing policies, standards and procedures create a structured approach to managing cybersecurity risk.

Information security requirements for employees, contractors and partners are detailed in the ConocoPhillips Information Security & Protection Policy.

Our workforce is required to complete information security training annually, and we periodically communicate ways to recognize and avoid cybersecurity threats to our workforce.

| | | | | | |

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

| ConocoPhillips 2023 10-K | | | 28 | | |

| | | | | | |

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

| | | | [Table of Contents](#ie88dec2a39654cf89c231ea64c75d0ba_7) | | |

*Engagement of Third Parties*

We engage third-party cybersecurity consultants and experts to supplement staffing of our CSOC, as well as to help us assess, validate, and enhance our security practices, including conducting cybersecurity maturity assessments, vulnerability assessments and penetration tests.

As part of the cybersecurity incident response process described above, we engage third-party experts as needed to support incident response, such as external legal advisors, cybersecurity forensic firms and other specialists.

*Third Party Service Provider Risk Management*

Our third-party risk management process is designed to identify, assess, and mitigate risks associated with third-party service providers, including cybersecurity risks.

An initial assessment is conducted to assess the cybersecurity risks associated with a third-party provider based on various criteria, such as whether the third-party provider has access to our network, data, and information systems.

Third-party providers that are identified through the initial assessment as warranting further review are subject to additional risk assessment.

In parallel, we have designed a contracting process to mitigate cybersecurity risks by specifying the rights and responsibilities of the parties.

*Risks from Material Cybersecurity Threats*

While we are subject to ongoing cybersecurity threats, we do not believe that the risks from previous threats have materially affected or are reasonably likely to materially affect the company, including our business strategy, results of operations or financial condition.

Nevertheless, we recognize cybersecurity threats are on-going and evolving, and our program is designed to identify and manage those threats.

*[See item 1A](#i68a0512df0a44225b10843f9d96c44d5_52313)[.](#i68a0512df0a44225b10843f9d96c44d5_52313) [Risk Factors](#i68a0512df0a44225b10843f9d96c44d5_52313)[—](#i68a0512df0a44225b10843f9d96c44d5_52313)[Our technologies, systems and networks are subject to cybersecurity threats](#i68a0512df0a44225b10843f9d96c44d5_52313)* for more information on our risks relating to our technologies, systems, and networks.

Cybersecurity Governance

*Management's Role*

| William L. Bullock, Jr. | | | Executive Vice President and Chief Financial Officer | | | [removed: 58] [added: 59] | | |

| Christopher P. Delk | | | Vice President, Controller and General Tax Counsel | | | [removed: 53] [added: 54] | | |

| Ryan M. Lance | | | Chairman of the Board of Directors and Chief Executive Officer | | | [removed: 60] [added: 61] | | |

| Andrew D. Lundquist | | | Senior Vice President, Government Affairs | | | [removed: 62] [added: 63] | | |

| Dominic E. Macklon | | | Executive Vice President, Strategy, Sustainability and Technology | | | [removed: 53] [added: 54] | | |

| Andrew M. O'Brien | | | Senior Vice President, Global Operations | | | [removed: 48] [added: 49] | | |

| Nicholas G. Olds | | | Executive Vice President, Lower 48 | | | [removed: 53] [added: 54] | | |

| Kelly B. Rose | | | Senior Vice President, Legal, General Counsel | | | [removed: 56] [added: 57] | | |

| Heather G. [removed: Sirdashney] [added: Hrap] | | | Senior Vice President, Human Resources and Real Estate and Facilities Services | | | [removed: 50] [added: 51] | | |

The date of the next annual meeting is May [removed: 16, 2023.][added: 14, 2024.]

| | | | [Table of [removed: Contents](#i97d6a5a21f0b4e07bc407797f215290e_7)] [added: Contents](#ie88dec2a39654cf89c231ea64c75d0ba_7)] | | |

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, [removed: and] President, U.K. from September 2015 to January [removed: 2017.][added: 2017, and Senior Vice President, Oil Sands in Canada from July 2012 to September 2015.]

[removed: Sirdashney] [added: Hrap] 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.

| C. William Giraud | | | Senior Vice President, Corporate Planning and Development | | | 44 | | |

| Kirk L. Johnson | | | Senior Vice President, Lower 48 Assets and Operations | | | 48 | | |

On February 15, 2024.*

C.

William Giraud was appointed Senior Vice President, Corporate Planning and Development in June 2023, having previously served as Vice President, Corporate Planning and Development since May 2022.

Prior to that, he served as Vice President and Chief Commercial Officer from February 2021 to April 2022.

Prior to joining ConocoPhillips, he was Executive Vice President and Chief Operating Officer of Concho Resources.

| ConocoPhillips 2023 10-K | | | 30 | | |

Kirk L.

Johnson was appointed Senior Vice President, Lower 48 Assets and Operations in May 2022, having previously served as Vice President, Corporate Planning and Development since June 2021.

Prior to that he served as President Canada from June 2018 to May 2021 and Manager, Strategy, Planning and Portfolio Management from July 2017 to June 2018.

| 31 | | | ConocoPhillips 2023 10-K | | |

| | | | [Table of Contents](#ie88dec2a39654cf89c231ea64c75d0ba_7) | | |

On February 16, 2023.*

| ConocoPhillips 2022 10-K | | | 28 | | |

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

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

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

| First | | | $ | [removed: 0.46] [added: 0.51] | | [removed: 0.30] [added: 0.60] | | | | | | [removed: 0.43] [added: 0.46] | | | [added: 0.30] | | |

| Second | | | [removed: 0.46] [added: 0.51] | | | [removed: 0.70] [added: 0.60] | | | | | | [removed: 0.43] [added: 0.46] | | | [added: 0.70] | | |

| Third | | | [removed: 0.46] [added: 0.51] | | | [removed: 1.40] [added: 0.60] | | | | | | [removed: 0.43] [added: 0.46] | | | [added: 1.40] | | |

| Fourth | | | [removed: 0.51] [added: 0.58] | | | [removed: 0.70] [added: —] | | | | | | [removed: 0.46] [added: 0.51] | | | [removed: 0.20] [added: 0.70] | | |

| Number of Stockholders of Record at January 31, [removed: 2023*] [added: 2024*] | | | | | | | | | | | | | | | [removed: 36,132] [added: 34,675] | | |

For more information on factors considered when determining the level of these [removed: distributions] [added: distributions,] *[see “Item 1A —Risk Factors – Our ability to execute our capital return program is subject to certain [removed: considerations.”](#i06a840d2027d4be290758a17fa8d4f2d_132193)*][added: considerations.”](#i68a0512df0a44225b10843f9d96c44d5_40654)*]

As of December 31, [removed: 2022,] [added: 2023,] we had repurchased [removed: $23.4] [added: $28.8] billion of shares.

For more [removed: information] [added: information,] *[see “Item 1A—Risk Factors – Our ability to execute our capital return program is subject to certain [removed: considerations](#i06a840d2027d4be290758a17fa8d4f2d_132193)[.](#i06a840d2027d4be290758a17fa8d4f2d_132193)[”](#i06a840d2027d4be290758a17fa8d4f2d_132193)*][added: considerations.”](#i68a0512df0a44225b10843f9d96c44d5_40654)*]

| | | | [Table of [removed: Contents](#i97d6a5a21f0b4e07bc407797f215290e_7)] [added: Contents](#ie88dec2a39654cf89c231ea64c75d0ba_7)] | | |

The following graph shows the cumulative TSR for ConocoPhillips’ common stock in each of the five years from December 31, [removed: 2017] [added: 2018] to December 31, [removed: 2022.][added: 2023.]

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, [removed: Apache, Marathon Oil] [added: APA] Corporation, [added: Pioneer,] 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, [removed: 2017,] [added: 2018,] in ConocoPhillips stock, the S&P 500 Index and ConocoPhillips’ peer group and assumes that all dividends were reinvested.

[removed: ][added: ]

| Management’s Discussion and Analysis | | | [Table of [removed: Contents](#i97d6a5a21f0b4e07bc407797f215290e_7)] [added: Contents](#ie88dec2a39654cf89c231ea64c75d0ba_7)] | | |

| | | | 2023 | | | | | | | | | 2022 | | | | | |

Beginning in the first quarter of 2024, ConocoPhillips plans to pay its quarterly dividend and VROC concurrently, and will announce such payments in the same quarter they will be paid.

| October 1-31, 2023 | | | 1,738,637 | | | $ | 120.51 | | 1,738,637 | | | $ | 17,081 | |

| November 1-30, 2023 | | | 2,850,623 | | | 115.63 | | | 2,850,623 | | | 16,752 | | |

| December 1-31, 2023 | | | 4,892,876 | | | 114.62 | | | 4,892,876 | | | 16,191 | | |

| | | | 9,482,136 | | | | | | 9,482,136 | | | | | |

| ConocoPhillips 2023 10-K | | | 32 | | |

In 2023, we have updated our performance peer group, removing Marathon Oil Corporation and adding Pioneer, to better align with our business and market capitalization.

| 33 | | | ConocoPhillips 2023 10-K | | |

| | | | 2022 | | | | | | | | | 2021 | | | | | |

| 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 | | | | | |

| ConocoPhillips 2022 10-K | | | 30 | | |

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

| [Reports of Independent Registered Public Accounting Firm (PCAOB ID [removed: #](#i97d6a5a21f0b4e07bc407797f215290e_172)42[)](#i97d6a5a21f0b4e07bc407797f215290e_172)] [added: #](#ie88dec2a39654cf89c231ea64c75d0ba_232)42[)](#ie88dec2a39654cf89c231ea64c75d0ba_232)] | | | [removed: [70](#i97d6a5a21f0b4e07bc407797f215290e_172)] [added: [72](#ie88dec2a39654cf89c231ea64c75d0ba_232)] | | |

| [Consolidated Income Statement for the years ended December [removed: 31,](#i97d6a5a21f0b4e07bc407797f215290e_178) 2022[,](#i97d6a5a21f0b4e07bc407797f215290e_178)] [added: 31,](#ie88dec2a39654cf89c231ea64c75d0ba_238) 2023[,](#ie88dec2a39654cf89c231ea64c75d0ba_238) 2022 [and](#ie88dec2a39654cf89c231ea64c75d0ba_238)] 2021 [removed: [and](#i97d6a5a21f0b4e07bc407797f215290e_178) 2020] | | | [removed: [74](#i97d6a5a21f0b4e07bc407797f215290e_178)] [added: [75](#ie88dec2a39654cf89c231ea64c75d0ba_238)] | | |

| Consolidated Statement of Comprehensive Income for the years ended [December [removed: 31,](#i97d6a5a21f0b4e07bc407797f215290e_181) 2022[,](#i97d6a5a21f0b4e07bc407797f215290e_181)] [added: 31,](#ie88dec2a39654cf89c231ea64c75d0ba_241) 2023[,](#ie88dec2a39654cf89c231ea64c75d0ba_241) 2022 [and](#ie88dec2a39654cf89c231ea64c75d0ba_241)] 2021 [removed: [and](#i97d6a5a21f0b4e07bc407797f215290e_181) 2020] | | | [removed: [75](#i97d6a5a21f0b4e07bc407797f215290e_181)] [added: [76](#ie88dec2a39654cf89c231ea64c75d0ba_241)] | | |

| [Consolidated Balance Sheet at December [removed: 31,](#i97d6a5a21f0b4e07bc407797f215290e_184)] [added: 31,](#ie88dec2a39654cf89c231ea64c75d0ba_244) 2023 [and](#ie88dec2a39654cf89c231ea64c75d0ba_244)] 2022 [removed: [and](#i97d6a5a21f0b4e07bc407797f215290e_184) 2021] | | | [removed: [76](#i97d6a5a21f0b4e07bc407797f215290e_184)] [added: [77](#ie88dec2a39654cf89c231ea64c75d0ba_244)] | | |

| [Consolidated Statement of Cash Flows for the years ended December [removed: 31,](#i97d6a5a21f0b4e07bc407797f215290e_187) 2022[,](#i97d6a5a21f0b4e07bc407797f215290e_187)] [added: 31,](#ie88dec2a39654cf89c231ea64c75d0ba_247) 2023[,](#ie88dec2a39654cf89c231ea64c75d0ba_247) 2022 [and](#ie88dec2a39654cf89c231ea64c75d0ba_247)] 2021 [removed: [and](#i97d6a5a21f0b4e07bc407797f215290e_187) 2020] | | | [removed: [77](#i97d6a5a21f0b4e07bc407797f215290e_187)] [added: [78](#ie88dec2a39654cf89c231ea64c75d0ba_247)] | | |

| Consolidated Statement of Changes in Equity for the years ended [December [removed: 31,](#i97d6a5a21f0b4e07bc407797f215290e_190) 2022[,](#i97d6a5a21f0b4e07bc407797f215290e_190)] [added: 31,](#ie88dec2a39654cf89c231ea64c75d0ba_250) 2023[,](#ie88dec2a39654cf89c231ea64c75d0ba_250) 2022 [and](#ie88dec2a39654cf89c231ea64c75d0ba_250)] 2021 [removed: [and](#i97d6a5a21f0b4e07bc407797f215290e_190) 2020] | | | [removed: [78](#i97d6a5a21f0b4e07bc407797f215290e_190)] [added: [79](#ie88dec2a39654cf89c231ea64c75d0ba_250)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i97d6a5a21f0b4e07bc407797f215290e_193)] [added: Statements](#ie88dec2a39654cf89c231ea64c75d0ba_253)] | | | [removed: [79](#i97d6a5a21f0b4e07bc407797f215290e_193)] [added: [80](#ie88dec2a39654cf89c231ea64c75d0ba_253)] | | |

| [Oil and Gas [removed: Operations](#i97d6a5a21f0b4e07bc407797f215290e_268)] [added: Operations](#ie88dec2a39654cf89c231ea64c75d0ba_352)] | | | [removed: [134](#i97d6a5a21f0b4e07bc407797f215290e_268)] [added: [135](#ie88dec2a39654cf89c231ea64c75d0ba_352)] | | |

| | | | [Table of [removed: Contents](#i97d6a5a21f0b4e07bc407797f215290e_7)] [added: Contents](#ie88dec2a39654cf89c231ea64c75d0ba_7)] | | |

Management assessed the effectiveness of the company’s internal control over financial reporting as of December 31, [removed: 2022.][added: 2023.]

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, [removed: 2022.][added: 2023.]

Ernst & Young LLP has issued an audit report on the company’s internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] and their report is included herein.

We have audited the accompanying consolidated balance sheets of ConocoPhillips (the Company) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated income statement, [removed: consolidated] statements of comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in Internal [removed: Control–Integrated] [added: Control—Integrated] Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February [removed: 16, 2023] [added: 15, 2024] expressed an unqualified opinion thereon.

Critical Audit [removed: Matters][added: Matter]

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current period audit of the [removed: consolidated] financial statements that [removed: were] [added: was] communicated or required to be communicated to the Audit and Finance Committee and that: (1) [removed: relate] [added: relates] to accounts or disclosures that are material to the [removed: consolidated] financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of [added: the] critical audit [removed: matters] [added: matter] does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or [removed: disclosures] [added: disclosure] to which [removed: they relate.][added: it relates.]

| *Description of the Matter* | | | At December 31, [removed: 2022,] [added: 2023,] the net book value of the Company’s proved oil and gas properties, plants and equipment (PP&E) was [removed: $55] [added: $62] billion, and depreciation, depletion and amortization (DD&A) expense was [removed: $7.3] [added: $8.1] billion for the year then ended. As described in Note 1, under the successful efforts method of accounting, DD&A of PP&E on producing hydrocarbon properties and steam-assisted gravity drainage facilities and certain pipeline and liquified natural gas assets (those which are expected to have a declining utilization pattern) are determined by the unit-of-production method. The unit-of-production method uses proved oil and gas reserves, as estimated by the Company’s internal reservoir engineers. Proved oil and gas reserves estimates are based on geological and engineering assessments of in-place hydrocarbon volumes, the production plan, historical extraction recovery and processing yield factors, installed plant operating capacity and approved operating limits. Significant judgment is required by the Company’s internal reservoir engineers in evaluating [removed: geological and engineering] [added: the] data [removed: when estimating] [added: used to estimate] proved oil and gas reserves. Estimating proved oil and gas reserves also requires the selection of inputs, including [added: historical production,] oil and gas price [removed: assumptions,] [added: assumptions and] future operating and capital costs [removed: assumptions and tax rates by jurisdiction,] [added: assumptions,] among others. [removed: Because of the complexity involved in estimating proved oil and gas reserves, management also used an independent petroleum engineering consulting firm to perform a review of the processes and controls used by the Company’s internal reservoir engineers to determine estimates of proved oil and gas reserves.] Auditing the Company’s DD&A calculation is complex because of the use of the work of the internal reservoir engineers and the [removed: independent petroleum engineering consulting firm and the] evaluation of management’s determination of the inputs described above used by the internal reservoir engineers in estimating proved oil and gas reserves. | | |

| *How We Addressed the Matter in Our Audit* | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company’s internal controls over its processes to calculate DD&A, including management’s controls over the completeness and accuracy of the financial data provided to the internal reservoir engineers for use in estimating proved oil and gas reserves. Our audit procedures included, among others, evaluating the professional qualifications and objectivity of the Company’s internal reservoir engineers primarily responsible for overseeing the preparation of the proved oil and gas reserves [removed: estimates and the independent petroleum engineering consulting firm used to review the Company’s processes and controls.] [added: estimates.] In addition, in assessing whether we can use the work of the internal reservoir engineers, we evaluated the completeness and accuracy of the financial data and inputs described above used by the internal reservoir engineers in estimating proved oil and gas reserves by agreeing them to source documentation and we identified and evaluated corroborative and contrary evidence. We also tested the accuracy of the DD&A calculation, including comparing the proved oil and gas reserves amounts used in the calculation to the Company’s reserve report. | | |

We have served as [removed: ConocoPhillips’] [added: the Company's] auditor since 1949.

[removed: February 16, 2023][added: 2023]

We have audited ConocoPhillips’ internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in Internal Control–Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, ConocoPhillips (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated income statement, [removed: consolidated] statements of comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] and the related notes and our report dated February [removed: 16, 2023] [added: 15, 2024] expressed an unqualified opinion thereon.

| Financial Statements | | | [Table of [removed: Contents](#i97d6a5a21f0b4e07bc407797f215290e_7)] [added: Contents](#ie88dec2a39654cf89c231ea64c75d0ba_7)] | | |

| | | | [removed: 2022] [added: 2023] | | | [removed: 2021] [added: 2022] | | | [removed: 2020] [added: 2021] | | |

| Sales and other operating revenues | | | $ | [removed: 78,494] [added: 56,141] | | [removed: 45,828] [added: 78,494] | | | [removed: 18,784] [added: 45,828] | | |

| Equity in earnings of affiliates | | | [removed: 2,081] [added: 1,720] | | | [removed: 832] [added: 2,081] | | | [removed: 432] [added: 832] | | |

| Gain [added: (loss)] on dispositions | | | [removed: 1,077] [added: 228] | | | [removed: 486] [added: 1,077] | | | [removed: 549] [added: 486] | | |

| Other income [removed: (loss)] | | | [removed: 504] [added: 485] | | | [removed: 1,203] [added: 504] | | | [removed: (509)] [added: 1,203] | | |

| Total Revenues and Other Income | | | [removed: 82,156] [added: 58,574] | | | [removed: 48,349] [added: 82,156] | | | [removed: 19,256] [added: 48,349] | | |

| Purchased commodities | | | [removed: 33,971] [added: 21,975] | | | [removed: 18,158] [added: 33,971] | | | [removed: 8,078] [added: 18,158] | | |

| Production and operating expenses | | | [removed: 7,006] [added: 7,693] | | | [removed: 5,694] [added: 7,006] | | | [removed: 4,344] [added: 5,694] | | |

| Selling, general and administrative expenses | | | [removed: 623] [added: 705] | | | [removed: 719] [added: 623] | | | [removed: 430] [added: 719] | | |

| Exploration expenses | | | [removed: 564] [added: 398] | | | [removed: 344] [added: 564] | | | [removed: 1,457] [added: 344] | | |

| Depreciation, depletion and amortization | | | [removed: 7,504] [added: 8,270] | | | [removed: 7,208] [added: 7,504] | | | [removed: 5,521] [added: 7,208] | | |

| Impairments | | | [removed: (12)] [added: 14] | | | [removed: 674] [added: (12)] | | | [removed: 813] [added: 674] | | |

| Taxes other than income taxes | | | [removed: 3,364] [added: 2,074] | | | [removed: 1,634] [added: 3,364] | | | [removed: 754] [added: 1,634] | | |

| Accretion on discounted liabilities | | | [removed: 250] [added: 283] | | | [removed: 242] [added: 250] | | | [removed: 252] [added: 242] | | |

| [Reports of Management](#ie88dec2a39654cf89c231ea64c75d0ba_229) | | | [71](#ie88dec2a39654cf89c231ea64c75d0ba_229) | | |

| [Supplementary Information](#ie88dec2a39654cf89c231ea64c75d0ba_349) | | | | | |

| ConocoPhillips 2023 10-K | | | 70 | | |

| 71 | | | ConocoPhillips 2023 10-K | | |

| | | | [Table of Contents](#ie88dec2a39654cf89c231ea64c75d0ba_7) | | |

| ConocoPhillips 2023 10-K | | | 72 | | |

| | | | [Table of Contents](#ie88dec2a39654cf89c231ea64c75d0ba_7) | | |

February 15, 2024

| 73 | | | ConocoPhillips 2023 10-K | | |

| | | | [Table of Contents](#ie88dec2a39654cf89c231ea64c75d0ba_7) | | |

February 15, 2024

| ConocoPhillips 2023 10-K | | | 74 | | |

| 75 | | | ConocoPhillips 2023 10-K | | |

| Financial Statements | | | [Table of Contents](#ie88dec2a39654cf89c231ea64c75d0ba_7) | | |

| Unrealized gain (loss) on hedging activities | | | 78 | | | — | | | — | | |

| Income taxes on unrealized gain (loss) on hedging activities | | | (16) | | | — | | | — | | |

| Unrealized gain (loss) on hedging activities, net of tax | | | 62 | | | — | | | — | | |

| ConocoPhillips 2023 10-K | | | 76 | | |

| Financial Statements | | | [Table of Contents](#ie88dec2a39654cf89c231ea64c75d0ba_7) | | |

| 77 | | | ConocoPhillips 2023 10-K | | |

| Financial Statements | | | [Table of Contents](#ie88dec2a39654cf89c231ea64c75d0ba_7) | | |

| Depreciation, depletion and amortization | | | 8,270 | | | 7,504 | | | 7,208 | | |

| Impairments | | | 14 | | | (12) | | | 674 | | |

| Accretion on discounted liabilities | | | 283 | | | 250 | | | 242 | | |

| Distributions more (less) than income from equity affiliates | | | 964 | | | 942 | | | 446 | | |

| ConocoPhillips 2023 10-K | | | 78 | | |

| Financial Statements | | | [Table of Contents](#ie88dec2a39654cf89c231ea64c75d0ba_7) | | |

| Dividends declared | | | | | | | | | | | | | | | | | | | | | | | |

| Variable return of cash ($1.80 per share of common stock) | | | | | | | | | | | | | | | (2,170) | | | | | | (2,170) | | |

| Excise tax on share repurchases | | | | | | | | | (50) | | | | | | | | | | | | (50) | | |

| Balances at December 31, 2023 | | | $ | 21 | | 61,303 | | | (65,640) | | | (5,673) | | | 59,268 | | | | | | 49,279 | | |

| 79 | | | ConocoPhillips 2023 10-K | | |

*[See Note](#ie88dec2a39654cf89c231ea64c75d0ba_343) 24*.

| ConocoPhillips 2023 10-K | | | 80 | | |

| Notes to Consolidated Financial Statements | | | [Table of Contents](#ie88dec2a39654cf89c231ea64c75d0ba_7) | | |

*[See Note](#ie88dec2a39654cf89c231ea64c75d0ba_271) 6*.

| 81 | | | ConocoPhillips 2023 10-K | | |

| Notes to Consolidated Financial Statements | | | [Table of Contents](#ie88dec2a39654cf89c231ea64c75d0ba_7) | | |

*[See Note](#ie88dec2a39654cf89c231ea64c75d0ba_277) 8*.

| ConocoPhillips 2023 10-K | | | 82 | | |

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

| [Reports of Management](#i97d6a5a21f0b4e07bc407797f215290e_169) | | | [69](#i97d6a5a21f0b4e07bc407797f215290e_169) | | |

| [Supplementary Information](#i97d6a5a21f0b4e07bc407797f215290e_265) | | | | | |

| ConocoPhillips 2022 10-K | | | 68 | | |

| 69 | | | ConocoPhillips 2022 10-K | | |

| ConocoPhillips 2022 10-K | | | 70 | | |

| | | | Accounting for asset retirement obligations for certain offshore properties | | |

| *Description of the Matter* | | | At December 31, 2022, asset retirement obligations (ARO) totaled $6.4 billion. As further described in Note 8, the Company records ARO in the period in which they are incurred, typically when the asset is installed at the production location. The estimation of obligations related to certain offshore assets requires significant judgment given the magnitude and higher estimation uncertainty related to plugging and abandonment of wells and removal and disposal of offshore oil and gas platforms and facilities (collectively, removal costs). Furthermore, as certain of these assets are nearing the end of their operations, the impact of changes in these ARO may result in a material impact to earnings given the relatively short remaining useful lives of the assets. Auditing the Company’s ARO for the obligations identified above is complex and highly judgmental due to the significant estimation required by management in determining the obligations. In particular, the estimates were sensitive to significant subjective assumptions such as removal cost estimates and end of field life, which are affected by expectations about future market or economic conditions. | | |

| *How We Addressed the Matter in Our Audit* | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company’s internal controls over its ARO estimation process, including management’s review of the significant assumptions that have a material effect on the determination of the obligations. We also tested management’s controls over the completeness and accuracy of the financial data used in the valuation. To test the ARO for the obligations identified above, our audit procedures included, among others, assessing the significant assumptions and inputs used in the valuation, including removal cost estimates and end of field life assumptions. For example, we evaluated removal cost estimates by comparing to settlements and recent removal activities and costs. We also compared end of field life assumptions to production forecasts. | | |

| 71 | | | ConocoPhillips 2022 10-K | | |

| ConocoPhillips 2022 10-K | | | 72 | | |

| 73 | | | ConocoPhillips 2022 10-K | | |

| Less: net income attributable to noncontrolling interests | | | — | | | — | | | (46) | | |

| ConocoPhillips 2022 10-K | | | 74 | | |

| Less: comprehensive income attributable to noncontrolling interests | | | — | | | — | | | (46) | | |

| Comprehensive Income (Loss) Attributable to ConocoPhillips | | | $ | 17,630 | | 8,347 | | | (2,562) | | |

| 75 | | | ConocoPhillips 2022 10-K | | |

| Investment in Cenovus Energy | | | — | | | 1,117 | | |

| ConocoPhillips 2022 10-K | | | 76 | | |

| Undistributed equity earnings | | | 942 | | | 446 | | | 645 | | |

*Restricted cash of $152 million and $218 million is included in the “Prepaid expenses and other current assets” and “Other assets” lines, respectively, of our Consolidated Balance Sheet as of December 31, 2021.*

| 77 | | | ConocoPhillips 2022 10-K | | |

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

| | | | Attributable to ConocoPhillips | | | | | | | | | | | | | | | | | | | | |

| Balances at December 31, 2019 | | | $ | 18 | | 46,983 | | | (46,405) | | | (5,357) | | | 39,742 | | | 69 | | | 35,050 | | |

| Distributions to noncontrolling interests and other | | | | | | | | | | | | | | | | | | (32) | | | (32) | | |

| Disposition | | | | | | | | | | | | | | | | | | (84) | | | (84) | | |

| ConocoPhillips 2022 10-K | | | 78 | | |

| 79 | | | ConocoPhillips 2022 10-K | | |

*[See Note](#i97d6a5a21f0b4e07bc407797f215290e_211) 6*.

| ConocoPhillips 2022 10-K | | | 80 | | |

*[See Note](#i97d6a5a21f0b4e07bc407797f215290e_217) 8*.

| 81 | | | ConocoPhillips 2022 10-K | | |

*[See Note](#i97d6a5a21f0b4e07bc407797f215290e_241) [](#i97d6a5a21f0b4e07bc407797f215290e_241)16*.

*[See Note](#i97d6a5a21f0b4e07bc407797f215290e_1917) [](#i97d6a5a21f0b4e07bc407797f215290e_1917)23*.

| ConocoPhillips 2022 10-K | | | 82 | | |

*[See Note](#i97d6a5a21f0b4e07bc407797f215290e_205) 4*.

*Asset Acquisition*

*Assets Sold*

| 83 | | | ConocoPhillips 2022 10-K | | |

As of December 31, [removed: 2022,] [added: 2023,] 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, [removed: 2022.][added: 2023.]

There have been no [added: other] 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.

This report is included in Item 8 on page [removed: *[69](#i97d6a5a21f0b4e07bc407797f215290e_169)*] [added: *[71](#ie88dec2a39654cf89c231ea64c75d0ba_229)*] and is incorporated herein by reference.

This report is included in Item 8 on page [removed: *[70](#i97d6a5a21f0b4e07bc407797f215290e_172)*] [added: *[72](#ie88dec2a39654cf89c231ea64c75d0ba_232)*] and is incorporated herein by reference.

In the third quarter of 2023, we began a multi-year implementation of an updated global enterprise resource planning system (ERP).

As a result, we have made corresponding changes to our business processes and information systems, updating applicable internal controls over financial reporting where necessary.

As the phased implementation of the ERP system progresses, we expect to continue to modify or change certain processes and procedures which may result in further changes to our internal controls over financial reporting.

Insider Trading Arrangements

During the three-month period ended December 31, 2023, no officer or director of the company adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement.

None.

| ConocoPhillips [removed: 2022] [added: 2023] 10-K | | | 160 | | |

| | | | [Table of [removed: Contents](#i97d6a5a21f0b4e07bc407797f215290e_7)] [added: Contents](#ie88dec2a39654cf89c231ea64c75d0ba_7)] | | |

Information regarding our executive officers appears in Part I of this report on page [removed: *[28](#i97d6a5a21f0b4e07bc407797f215290e_67)*.][added: *[30](#ie88dec2a39654cf89c231ea64c75d0ba_88)*.]

All other information required by Item 10 of Part III will be included in our Proxy Statement relating to our [removed: 2023] [added: 2024] Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A on or before April 30, [removed: 2023,] [added: 2024,] and is incorporated herein by reference.*

Information required by Item 11 of Part III will be included in our Proxy Statement relating to our [removed: 2023] [added: 2024] Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A on or before April 30, [removed: 2023,] [added: 2024,] and is incorporated herein by reference.*

Information required by Item 12 of Part III will be included in our Proxy Statement relating to our [removed: 2023] [added: 2024] Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A on or before April 30, [removed: 2023,] [added: 2024,] and is incorporated herein by reference.*

Information required by Item 13 of Part III will be included in our Proxy Statement relating to our [removed: 2023] [added: 2024] Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A on or before April 30, [removed: 2023,] [added: 2024,] and is incorporated herein by reference.*

Information required by Item 14 of Part III will be included in our Proxy Statement relating to our [removed: 2023] [added: 2024] Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A on or before April 30, [removed: 2023,] [added: 2024,] and is incorporated herein by reference.*

Except for information or data specifically incorporated herein by reference under Items 10 through 14, other information and data appearing in our [removed: 2023] [added: 2024] 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.*

| 161 | | | ConocoPhillips [removed: 2022] [added: 2023] 10-K | | |

| | | | [Table of [removed: Contents](#i97d6a5a21f0b4e07bc407797f215290e_7)] [added: Contents](#ie88dec2a39654cf89c231ea64c75d0ba_7)] | | |

The financial statements and supplementary information listed in the Index to Financial Statements, which appears on page [removed: *[68](#i97d6a5a21f0b4e07bc407797f215290e_166)*,] [added: *[70](#ie88dec2a39654cf89c231ea64c75d0ba_226)*,] are filed as part of this annual report.

The exhibits listed in the Index to Exhibits, which appears on pages [removed: *[1](#i97d6a5a21f0b4e07bc407797f215290e_307)63 [through 1](#i97d6a5a21f0b4e07bc407797f215290e_307)67*,] [added: *[163](#i86e823b1bb1642b684b45fe4edd1be5a_518) [through](#ie88dec2a39654cf89c231ea64c75d0ba_436) [166](#i86e823b1bb1642b684b45fe4edd1be5a_519)*,] are filed as part of this annual report.

| ConocoPhillips [removed: 2022] [added: 2023] 10-K | | | 162 | | |

| | | | [Table of [removed: Contents](#i97d6a5a21f0b4e07bc407797f215290e_7)] [added: Contents](#ie88dec2a39654cf89c231ea64c75d0ba_7)] | | |

| [removed: 10.6.1] [added: 10.5.1] | | | [Phillips Petroleum Company Grantor Trust Agreement, dated June 1, 1998.](https://www.sec.gov/Archives/edgar/data/1163165/000119312516472901/d145414dex10173.htm) | | | 10.17.3 | | | 10-K | | | 001-32395 | | |

| [removed: 10.6.2] [added: 10.5.2] | | | [First Amendment to the Trust Agreement under the Phillips 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 | | |

| 163 | | | ConocoPhillips [removed: 2022] [added: 2023] 10-K | | |

| [removed: 10.6.3] [added: 10.5.3] | | | [Second Amendment to the Trust Agreement under the Phillips 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 | | |

| [removed: 10.6.4] [added: 10.5.4] | | | [Third Amendment to the Trust Agreement under the Phillips 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: 10.6.5] [added: 10.5.5] | | | [Fourth Amendment to the Trust Agreement under the ConocoPhillips Company Grantor Trust Agreement, dated May 1, 2012.](https://www.sec.gov/Archives/edgar/data/1163165/000119312516472901/d145414dex10177.htm) | | | 10.17.7 | | | 10-K | | | 001-32395 | | |

| [removed: 10.6.6] [added: 10.5.6] | | | [Fifth Amendment to the Trust Agreement under 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 | | |

| [removed: 10.7.1] [added: 10.6.1] | | | [Successor Trustee Agreement of the Deferred Compensation Trust Agreement for Non-Employee Directors of ConocoPhillips dated July 31, 2020.](https://www.sec.gov/Archives/edgar/data/1163165/000156276220000367/d093020dex101.htm) | | | 10.1 | | | 10-Q | | | 001-32395 | | |

| [removed: 10.7.2] [added: 10.6.2] | | | [First Amendment to the Successor Trust Agreement of the Deferred Compensation Trust Agreement for Non-Employee Directors of ConocoPhillips, dated August 4, 2020.](https://www.sec.gov/Archives/edgar/data/1163165/000156276220000367/d093020dex102.htm) | | | 10.2 | | | 10-Q | | | 001-32395 | | |

| [removed: 10.8] [added: 10.7] | | | [removed: [1986 Stock] [added: [Omnibus Securities] Plan of Phillips Petroleum [removed: Company.](https://www.sec.gov/Archives/edgar/data/1163165/000095012903001563/h03367exv10w11.txt)] [added: Company.](https://www.sec.gov/Archives/edgar/data/1163165/000095012903001563/h03367exv10w19.txt)] | | | [removed: 10.11] [added: 10.19] | | | 10-K | | | 004-49987 | | |

| [removed: 10.9] [added: 10.8] | | | [removed: [1990 Stock] [added: [2002 Omnibus Securities] Plan of Phillips Petroleum [removed: Company.](https://www.sec.gov/Archives/edgar/data/1163165/000095012903001563/h03367exv10w12.txt)] [added: Company.](https://www.sec.gov/Archives/edgar/data/1163165/000095012903001563/h03367exv10w26.txt)] | | | [removed: 10.12] [added: 10.26] | | | 10-K | | | [removed: 004-49987] [added: 000-49987] | | |

| [removed: 10.12.1] [added: 10.9.1] | | | [2004 Omnibus Stock and Performance Incentive Plan of ConocoPhillips.](https://www.sec.gov/Archives/edgar/data/1163165/000119312504054977/ddef14a.htm#tx51780_37) | | | Schedule 14A | | | Proxy | | | 000-49987 | | |

| [removed: 10.12.2] [added: 10.9.2] | | | [Form of Performance Share Unit Award Agreement under the Performance Share Program under the 2004 Omnibus Stock and Performance Incentive Plan of ConocoPhillips.](https://www.sec.gov/Archives/edgar/data/1163165/000136231009002769/c81244exv10w27.htm) | | | 10.27 | | | 10-K | | | 001-32395 | | |

| [removed: 10.13] [added: 10.10] | | | [Omnibus Amendments to certain ConocoPhillips employee benefit plans, adopted December 7, 2007.](https://www.sec.gov/Archives/edgar/data/1163165/000095012908001094/h53977exv10w30.htm) | | | 10.30 | | | 10-K | | | 001-32395 | | |

| [removed: 10.14] [added: 10.11] | | | [2009 Omnibus Stock and Performance Incentive Plan of ConocoPhillips.](https://www.sec.gov/Archives/edgar/data/1163165/000119312509067954/ddef14a.htm#toc64204_36) | | | Schedule 14A | | | Proxy | | | 001-32395 | | |

| [removed: 10.15.1] [added: 10.12.1] | | | [2011 Omnibus Stock and Performance Incentive Plan of ConocoPhillips.](https://www.sec.gov/Archives/edgar/data/1163165/000119312511083165/ddef14a.htm#toc137615_31) | | | Schedule 14A | | | Proxy | | | 001-32395 | | |

| [removed: 10.15.2] [added: 10.12.3] | | | [Form of Stock Option Award Agreement under the Stock Option and Stock Appreciation Rights Program under the 2011 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, [removed: effective] [added: dated] February [removed: 9, 2012.](https://www.sec.gov/Archives/edgar/data/1163165/000119312512195408/d312957dex10.htm)] [added: 5, 2013.](https://www.sec.gov/Archives/edgar/data/1163165/000119312513065426/d452384dex10269.htm)] | | | [removed: 10] [added: 10.26.9] | | | [removed: 10-Q] [added: 10-K] | | | 001-32395 | | |

| [removed: 10.15.3] [added: 10.12.2] | | | [Form of Performance Share Unit Agreement under the Restricted Stock Program under the 2011 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated February 5, 2013.](https://www.sec.gov/Archives/edgar/data/1163165/000119312513065426/d452384dex10266.htm) | | | 10.26.6 | | | 10-K | | | 001-32395 | | |

| [removed: 10.15.4] [added: 10.12.4] | | | [Form of [removed: Stock Option] [added: Key Employee] Award [removed: Agreement under] [added: Agreement, as part of] the [added: ConocoPhillips] Stock Option [removed: and Stock Appreciation Rights] Program [added: granted] under the 2011 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated February [removed: 5, 2013.](https://www.sec.gov/Archives/edgar/data/1163165/000119312513065426/d452384dex10269.htm)] [added: 18, 2014.](https://www.sec.gov/Archives/edgar/data/1163165/000119312514183842/d719100dex101.htm)] | | | [removed: 10.26.9] [added: 10.1] | | | [removed: 10-K] [added: 10-Q] | | | 001-32395 | | |

| [removed: 10.15.5] [added: 10.12.5] | | | [Form of [removed: Key Employee] [added: Performance Period IX] Award Agreement, as part of the ConocoPhillips [removed: Stock Option] [added: Performance Share] Program granted under the 2011 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated February 18, [removed: 2014.](https://www.sec.gov/Archives/edgar/data/1163165/000119312514183842/d719100dex101.htm)] [added: 2014.](https://www.sec.gov/Archives/edgar/data/1163165/000119312514183842/d719100dex103.htm)] | | | [removed: 10.1] [added: 10.3] | | | 10-Q | | | 001-32395 | | |

| [removed: 10.15.6] [added: 10.12.6] | | | [Form of Performance Period [removed: IX] [added: 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, [removed: 2014.](https://www.sec.gov/Archives/edgar/data/1163165/000119312514183842/d719100dex103.htm)] [added: 2014.](https://www.sec.gov/Archives/edgar/data/1163165/000119312514183842/d719100dex105.htm)] | | | [removed: 10.3] [added: 10.5] | | | 10-Q | | | 001-32395 | | |

| [removed: 10.15.7] [added: 10.13.3] | | | [Form of Performance [removed: Period X] [added: Share Unit] Award [removed: Agreement,] [added: Terms and Conditions for Performance Period 18,] as part of the ConocoPhillips Performance Share Program granted under the [removed: 2011] [added: 2014] Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated February [removed: 18, 2014.](https://www.sec.gov/Archives/edgar/data/1163165/000119312514183842/d719100dex105.htm)] [added: 13, 2018.](https://www.sec.gov/Archives/edgar/data/1163165/000119312518049729/d534096dex102624.htm)] | | | [removed: 10.5] [added: 10.26.24] | | | [removed: 10-Q] [added: 10-K] | | | 001-32395 | | |

| ConocoPhillips [removed: 2022] [added: 2023] 10-K | | | 164 | | |

| [removed: 10.15.8] [added: 10.13.2] | | | [Form of [removed: Inducement Grant] [added: Key Employee] Award [removed: Agreement] [added: Agreement, as part of the ConocoPhillips Stock Option Program granted] under the [removed: 2011] [added: 2014] Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated [removed: March 31, 2014.](https://www.sec.gov/Archives/edgar/data/1163165/000119312514183842/d719100dex1011.htm)] [added: February 16, 2016.](https://www.sec.gov/Archives/edgar/data/1163165/000119312516472901/d145414dex102612.htm)] | | | [removed: 10.11] [added: 10.26.12] | | | [removed: 10-Q] [added: 10-K] | | | 001-32395 | | |

| [removed: 10.16.1] [added: 10.13.1] | | | [2014 Omnibus Stock and Performance Incentive Plan of ConocoPhillips.](https://www.sec.gov/Archives/edgar/data/1163165/000119312514198102/d726686dex101.htm) | | | 10.1 | | | 8-K | | | 001-32395 | | |

| [removed: 10.16.2] [added: 10.13.4] | | | [Form of Key Employee Award [removed: Agreement,] [added: 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 [removed: 16, 2016.](https://www.sec.gov/Archives/edgar/data/1163165/000119312516472901/d145414dex102612.htm)] [added: 14, 2017.](https://www.sec.gov/Archives/edgar/data/1163165/000119312517158717/d375594dex101.htm)] | | | [removed: 10.26.12] [added: 10.1] | | | [removed: 10-K] [added: 10-Q] | | | 001-32395 | | |

| [removed: 10.16.3] [added: 10.13.5] | | | [Form of [removed: Performance Share] [added: Executive Restricted Stock] Unit Award Terms and [removed: Conditions for Performance Period 18,] [added: Conditions,] as part of the ConocoPhillips [removed: Performance Share Program] [added: Executive Restricted Stock Unit Program,] granted under the 2014 Omnibus Stock and Performance Incentive Plan of [removed: ConocoPhillips, dated] [added: ConocoPhillips](https://www.sec.gov/Archives/edgar/data/1163165/000156276220000162/d033120dex101.htm), [dated] February [removed: 13, 2018.](https://www.sec.gov/Archives/edgar/data/1163165/000119312518049729/d534096dex102624.htm)] [added: 11, 2020.](https://www.sec.gov/Archives/edgar/data/1163165/000156276220000162/d033120dex101.htm)] | | | [removed: 10.26.24] [added: 10.1] | | | [removed: 10-K] [added: 10-Q] | | | 001-32395 | | |

| [removed: 10.16.5] [added: 10.20] | | | [Form of [removed: Key Employee Award] [added: Non-Employee Director Restricted Stock Units] Terms and [removed: Conditions] [added: Conditions,] as part of the [removed: ConocoPhillips Restricted Stock Unit Program granted under the 2014 Omnibus Stock and Performance Incentive] [added: Deferred Compensation] Plan [added: for Non-Employee Directors] of ConocoPhillips, dated [removed: February 14, 2019.](https://www.sec.gov/Archives/edgar/data/1163165/000119312519043841/d636257dex102716.htm)] [added: January 15, 2016.](https://www.sec.gov/Archives/edgar/data/1163165/000119312516574165/d141535dex103.htm)] | | | [removed: 10.27.16] [added: 10.3] | | | [removed: 10-K] [added: 10-Q] | | | 001-32395 | | |

| [removed: 10.16.8] [added: 10.14] | | | [removed: [Form of Inducement Grant Award Agreement under the 2014] [added: [2023] Omnibus Stock and Performance Incentive Plan of [removed: ConocoPhillips, dated January 15, 2021.](https://www.sec.gov/Archives/edgar/data/1163165/000156276221000193/d033121dex103.htm)] [added: ConocoPhillips](https://www.sec.gov/Archives/edgar/data/1163165/000110465923061988/tm2316025d1_ex10-1.htm)] | | | [removed: 10.3] [added: 10.1] | | | [removed: 10-Q] [added: 8-K] | | | 001-32395 | | |

| [removed: 10.17] [added: 10.15] | | | [Amended and Restated ConocoPhillips Key Employee 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 | | |

| [removed: 10.18.1] [added: 10.16.1] | | | [Amended and Restated Defined Contribution Make-Up Plan 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: 10.18.2] [added: 10.16.2*] | | | [Amended and Restated Defined Contribution Make-Up Plan of ConocoPhillips—Title II, dated January 1, [removed: 2020.](https://www.sec.gov/Archives/edgar/data/1163165/000119312520039954/d875559dex10112.htm)] [added: 2024.](https://www.sec.gov/Archives/edgar/data/1163165/000116316524000010/cop-20231231x10kxex10162.htm)] | | | [removed: 10.11.2] | | | [removed: 10-K] | | | [removed: 001-32395] | | |

| [removed: 10.19] [added: 10.17*] | | | [removed: [Company] [added: [Amended and Restated Company] Retirement Contribution Make-Up Plan of ConocoPhillips, dated [removed: December 28, 2018.](https://www.sec.gov/Archives/edgar/data/1163165/000119312519043841/d636257dex1039.htm)] [added: January 1, 2024.](https://www.sec.gov/Archives/edgar/data/1163165/000116316524000010/cop-20231231x10kxex1017.htm)] | | | [removed: 10.39] | | | [removed: 10-K] | | | [removed: 001-32395] | | |