Item 1A. Risk Factors

Risk Factors

Other than the risk factors set forth

below, there

have been no material changes

to the risk factors disclosed

in our

Annual Report on Form 10-K for the

fiscal year ended December 31, 2020.

Risks Related to the Proposed Shell Permian

Acquisition

Our ability to complete the Shell Permian

Acquisition is subject to various closing conditions,

including regulatory

clearance, which may impose conditions that could adversely

affect us or cause the acquisition not to be

completed.

The Shell Permian Acquisition is subject to a number of conditions

to closing as specified in the definitive

agreement signed on September 20, 2021 (Purchase

Agreement), including but not limited to

the expiration or

termination of the waiting period under the Hart-Scott

-Rodino Antitrust Improvements

Act of 1976, as

amended. No assurance can be given that

the required regulatory clearance

will be obtained or that the other

required conditions to closing will be satisfied,

and, if the regulatory clearance is obtained

and the required

conditions are satisfied, no assurance

can be given as to the terms, conditions and

timing of such clearance,

including whether any required conditions

will materially adversely affect

ConocoPhillips following the Shell

Permian Acquisition.

Any delay in closing the Shell Permian

Acquisition could cause ConocoPhillips not to

realize,

or to be delayed in realizing, some or all of the benefits that

we expect to achieve if the Shell Permian

Acquisition

is successfully closed within its expected time frame.

ConocoPhillips

2021 Q3 10-Q

The termination of the Purchase Agreement could negatively

impact our business and in some circumstances, we

could forfeit a portion of the purchase price.

If the Shell Permian Acquisition is not completed

for any reason, including if the above

closing conditions are not

satisfied, our ongoing business may be adversely

affected and, without realizing

any of the expected benefits of

having completed the Shell Permian

Acquisition, we would be subject to a number

of risks, including the following:

●

We may experience negative

reactions from the financial markets,

including negative impacts on the

trading price of our common stock; and

●

We will be required to pay

our costs relating to the Shell Permian Acquisition,

such as legal and

accounting costs and associated

fees and expenses, whether or not the Shell Permian

Acquisition is

completed.

Additionally, upon

entry into the Purchase Agreement, 5%

(the Deposit) of the $9.5 billion (Base Purchase Price)

was paid to Shell.

If the Purchase Agreement is terminated

solely as a result of the material breach or failure

of

any of our representations,

warranties or covenants

included in the Purchase Agreement, the Deposit will not

be

refunded.

Integrating the assets acquired in the Shell Permian Acquisition

may be more difficult, costly or time-consuming

than expected and we may fail to realize

the full anticipated benefits of the transaction, which may adversely

affect our business results and negatively affect the value of our common stock.

We may encounter difficulties

integrating the assets acquired

from Shell into our business and realizing the

anticipated benefits of the transaction

or such benefits may take longer

to realize than expected.

The Shell

Permian Acquisition is expected to

add approximately 225,000 net acres,

thereby increasing our unconventional

position in Permian by nearly 30 percent.

There are a large number of processes,

policies, procedures, operations

and technologies and systems

that must be integrated

in connection with the Shell Permian Acquisition and the

integration of Shell’s

assets.

It is possible that the integration process

could result in the disruption of our ongoing

business; inconsistencies in standards,

controls, procedures and

policies; unexpected integration

issues; higher

than expected integration

costs and an overall post

-completion integration process

that takes longer than

originally anticipated.

We will be required to devote

management attention

and resources to integrating

the

business practices and operations,

and prior to closing the transaction, management attention

and resources will

be required to plan for such integration.

An inability to realize the full extent

of the anticipated benefits of the

Shell Permian Acquisition, as well as any delays

encountered in the integration

process, could have an adverse

effect on our revenues or

on our level of expenses and operating

results, which may adversely affect

the value of

our common stock.

In addition, the actual integration may

result in additional and unforeseen expenses.

Although

we expect that the strategic

benefits, and additional income, as well as the realization

of other efficiencies related

to the integration of the Shell assets,

may offset incremental

transaction-related costs

over time, if we are not able

to adequately address integration

challenges, we may be unable to successfully

integrate operations

or realize the

anticipated benefits of the integration

of the Shell assets.

ConocoPhillips

2021 Q3 10-Q

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

Millions of Dollars

Period

Total

Number of

Shares

Purchased

Average Price Paid

per Share

Total

Number of

Shares Purchased as

Part of Publicly

Announced Plans or

Programs

Approximate Dollar

Value of Shares That

May Yet Be Purchased

Under the Plans or

Programs

July 1-31, 2021

7,118,526

$

58.18

7,118,526

$

13,088

August 1-31, 2021

7,530,282

55.61

7,530,282

12,669

September 1-30, 2021

6,990,322

58.70

6,990,322

12,259

21,639,130

21,639,130

*There were no repurchases of common stock from company employees in connection with the company's broad-based

employee incentive plans.

In late 2016, we initiated our current

share repurchase program,

which has a total program authorization

of $25

billion of our common stock.

At September 30, 2021, we had repurchased

$12.7 billion of shares, with $12.3

billion remaining under our current authorization.

Repurchases are made at management’s

discretion, at

prevailing prices, subject to market

conditions and other factors.

Except as limited by applicable legal

requirements, repurchases

may be increased, decreased or discontinued

at any time without prior notice.

Shares

of stock repurchased under the plan are

held as treasury shares.

See the “Our ability to declare and pay

dividends

and repurchase shares is subject to certain

considerations” section in Risk Factors

on page 31 of our 2020 Annual

Report on Form 10-K.

ConocoPhillips

2021 Q3 10-Q