COP 10-K Annual Report Dec. 31, 2018 | Alphaminr
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COP 10-K Fiscal year ended Dec. 31, 2018

Balance Sheet
Cash Flow
Income Statement
Debt
CONOCOPHILLIPS
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TABLE OF CONTENTS
Part IItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataNote 1 Accounting PoliciesNote 2 Changes in Accounting PrinciplesNote 3 Variable Interest Entities (vies)Note 4 InventoriesNote 5 Assets Held For Sale, Sold Or Acquired and Other Planned DispositionsNote 6 Investments, Loans and Long-term ReceivablesNote 7 Investment in Cenovus EnergyNote 8 Suspended Wells and Other Exploration ExpensesNote 9 ImpairmentsNote 10 Asset Retirement Obligations and Accrued Environmental CostsNote 11 DebtNote 12 GuaranteesNote 13 Contingencies and CommitmentsNote 14 Derivative and Financial InstrumentsNote 15 Fair Value MeasurementNote 16 EquityNote 17 Non-mineral LeasesNote 18 Employee Benefit PlansNote 19 Income TaxesNote 20 Accumulated Other Comprehensive LossNote 21 Cash Flow InformationNote 22 Other Financial InformationNote 23 Related Party TransactionsNote 24 Sales and Other Operating RevenuesNote 25 Segment Disclosures and Related InformationNote 26 New Accounting StandardsItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits, Financial Statement Schedules

Exhibits

2.1 Separation and Distribution Agreement Between ConocoPhillips and Phillips 66, dated April 26, 2012 (incorporated by reference to Exhibit 2.1 to the Current Report of ConocoPhillips on Form8-Kfiled on May1, 2012; FileNo.001-32395). 2.2 Purchase and Sale Agreement, dated March 29, 2017, by and among ConocoPhillips Company, ConocoPhillips Canada Resources Corp., ConocoPhillips Canada Energy Partnership, ConocoPhillips Western Canada Partnership, ConocoPhillips Canada (BRC) Partnership, ConocoPhillips Canada E&P ULC, and Cenovus Energy Inc. (incorporated by reference to Exhibit 2.1 to the Quarterly Report on Form10-Qfor the quarter ended March31, 2017 filed by ConocoPhillips on May4, 2017). 2.3 Asset Purchase and Sale Agreement Amending Agreement, dated as of May 16, 2017, by and among ConocoPhillips Company, ConocoPhillips Canada Resources Corp., ConocoPhillips Canada Energy Partnership, ConocoPhillips Western Canada Partnership, ConocoPhillips Canada (BRC) Partnership, ConocoPhillips Canada E&P ULC, and Cenovus Energy Inc. (incorporated by reference to Exhibit 2.2 to the Current Report of ConocoPhillips on Form8-Kfiled on May18, 2017; FileNo.001-32395). 3.1 Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Quarterly Report of ConocoPhillips on Form10-Qfor the quarterly period ended June30, 2008; FileNo.001-32395). 3.3 Amended and RestatedBy-Lawsof ConocoPhillips, as amended and restated as of October 9, 2015 (incorporated by reference to Exhibit 3.1 to the Current Report of ConocoPhillips on Form8-Kfiled on October13, 2015; FileNo.001-32395). 10.5 Amendment and Restatement of ConocoPhillips Supplemental Executive Retirement Plan, dated April 19, 2012 (incorporated by reference to Exhibit 10.14 to the Quarterly Report of ConocoPhillips on Form10-Qfor the quarter ended June30, 2012; FileNo. 001-32395). 10.8 Key Employee Missed Credited Service Retirement Plan of ConocoPhillips (incorporated by reference to Exhibit 10.10 to the Annual Report of ConocoPhillips on Form10-Kfor the year ended December31, 2005; FileNo.001-32395). 10.10.1 Amendment and Restatement of ConocoPhillips Key Employee Supplemental Retirement Plan, dated April 19, 2012 (incorporated by reference to Exhibit 10.13 to the Quarterly Report of ConocoPhillips on Form10-Qfor the quarter ended June30, 2012; FileNo. 001-32395). 10.10.2 First Amendment to the ConocoPhillips Key Employee Supplemental Retirement Plan, dated July 20, 2015 (incorporated by reference to Exhibit 10.10.2 to the Annual Report of ConocoPhillips on Form10-Kfor the year ended December31, 2015; FileNo. 001-32395). 10.10.3 Second Amendment to the ConocoPhillips Key Employee Supplemental Retirement Plan, dated March 14, 2016 (incorporated by reference to Exhibit 10.1 to the Quarterly Report of ConocoPhillips on Form10-Qfor the quarter ended March31, 2016; FileNo. 001-32395). 10.10.4 Eighth Amendment to Retirement Plan as amended and restated effective January 1, 2016 (incorporated by reference to Exhibit 10.1 to the Quarterly Report of ConocoPhillips on Form 10-Q for the quarter ended June 30, 2018; File No. 001-32395). 10.11.1 Amendment and Restatement of Defined ContributionMake-UpPlan of ConocoPhillipsTitle I, dated April19, 2012 (incorporated by reference to Exhibit 10.11.1 to the Quarterly Report of ConocoPhillips on Form10-Qfor the quarter ended June30, 2012; FileNo.001-32395). 10.11.2 Amendment and Restatement of Defined ContributionMake-UpPlan of ConocoPhillipsTitle II, dated April19, 2012 (incorporated by reference to Exhibit 10.11.2 to the Quarterly Report of ConocoPhillips on Form10-Qfor the quarter ended June30, 2012; FileNo.001-32395). 10.11.3 First Amendment to the Defined ContributionMake-UpPlan of ConocoPhillipsTitle II, dated October11, 2012 (incorporated by reference to Exhibit 10.2 to the Quarterly Report of ConocoPhillips on Form10-Qfor the quarter ended September30, 2012; FileNo.001-32395). 10.11.4 Second Amendment to the Defined ContributionMake-UpPlan of ConocoPhillipsTitle II, dated December17, 2015 (incorporated by reference to Exhibit 10.11.4 to the Annual Report of ConocoPhillips on Form10-Kfor the year ended December31, 2015; FileNo.001-32395). 10.15 Deferred Compensation Plan forNon-EmployeeDirectors of ConocoPhillips (incorporated by reference to Exhibit 10.17 to the Annual Report of ConocoPhillips on Form10-Kfor the year ended December31, 2005; FileNo.001-32395). 10.17.3 Phillips Petroleum Company Grantor Trust Agreement, dated June 1, 1998 (incorporated by reference to Exhibit 10.17.3 to the Annual Report of ConocoPhillips on Form10-Kfor the year ended December31, 2015; FileNo. 001-32395). 10.17.4 First Amendment to the Trust Agreement under the Phillips Petroleum Company Grantor Trust Agreement, dated May 3, 1999 (incorporated by reference to Exhibit 10.17.4 to the Annual Report of ConocoPhillips on Form10-Kfor the year ended December31, 2015; FileNo. 001-32395). 10.17.5 Second Amendment to the Trust Agreement under the Phillips Petroleum Company Grantor Trust Agreement, dated January 15, 2002 (incorporated by reference to Exhibit 10.17.5 to the Annual Report of ConocoPhillips on Form10-Kfor the year ended December31, 2015; FileNo. 001-32395). 10.17.6 Third Amendment to the Trust Agreement under the Phillips Petroleum Company Grantor Trust Agreement, dated October 5, 2006 (incorporated by reference to Exhibit 10.17.6 to the Annual Report of ConocoPhillips on Form10-Kfor the year ended December31, 2015; FileNo. 001-32395). 10.17.7 Fourth Amendment to the Trust Agreementunder the ConocoPhillipsCompany Grantor Trust Agreement, dated May 1, 2012 (incorporated by reference to Exhibit 10.17.7 to the Annual Report of ConocoPhillips on Form10-Kfor the year ended December31, 2015; FileNo. 001-32395). 10.17.8 Fifth Amendment to the Trust Agreement under the ConocoPhillips Company Grantor Trust Agreement, dated May 20, 2015 (incorporated by reference to Exhibit 10.17.8 to the Annual Report of ConocoPhillips on Form10-Kfor the year ended December31, 2015; FileNo. 001-32395). 10.18.1 ConocoPhillips Directors Charitable Gift Program (incorporated by reference to Exhibit 10.40 to the Annual Report of ConocoPhillips on Form10-Kfor the year ended December31, 2003; FileNo.000-49987). 10.18.2 First and Second Amendments to the ConocoPhillips Directors Charitable Gift Program (incorporated by reference to Exhibit 10 to the Quarterly Report of ConocoPhillips on Form10-Qfor the quarterly period ended June30, 2008; FileNo.001-32395). 10.19 ConocoPhillips Matching Gift Plan for Directors and Executives (incorporated by reference to Exhibit 10.41 to the Annual Report of ConocoPhillips on Form10-Kfor the year ended December31, 2003; FileNo.000-49987). 10.20.1 Amendment and Restatement of Key Employee Deferred Compensation Plan of ConocoPhillipsTitle I, dated April 19, 2012 (incorporated by reference to Exhibit 10.12.1 to the Quarterly Report of ConocoPhillips on Form10-Qfor the quarter ended June30, 2012; FileNo. 001-32395). 10.20.2 Amendment and Restatement of Key Employee Deferred Compensation Plan of ConocoPhillipsTitle II, dated April 19, 2012 (incorporated by reference to Exhibit 10.12.2 to the Quarterly Report of ConocoPhillips on Form10-Qfor the quarter ended June30, 2012; FileNo. 001-32395). 10.20.3 First Amendment to the Key Employee Deferred Compensation Plan of ConocoPhillipsTitle II (incorporated by reference to Exhibit 10.20.3 to the Annual Report of ConocoPhillips on Form10-Kfor the year ended December31, 2010; FileNo.001-32395). 10.20.4 Second Amendment to the Key Employee Deferred Compensation Plan of ConocoPhillipsTitle II (incorporated by reference to Exhibit 10.20.4 to the Annual Report of ConocoPhillips on Form10-Kfor the year ended December31, 2010; FileNo.001-32395). 10.20.5 Amendment and Restatement of Key Employee Deferred Compensation Plan of ConocoPhillipsTitle II, 2013 Restatement dated November17, 2014 (Amended and Restated effective as of January1, 2013) (incorporated by reference to Exhibit 10.20.5 to the Annual Report of ConocoPhillips on Form10-Kfor the year ended December31, 2014; FileNo.001-32395). 10.21 Amendment and Restatement of ConocoPhillips Key Employee Change in Control Severance Plan, effective January 1, 2014 (incorporated by reference to Exhibit 10.21 to the Annual Report of ConocoPhillips on Form10-Kfor the year ended December31, 2013; FileNo. 001-32395). 10.22 ConocoPhillips Executive Severance Plan (incorporated by reference to Exhibit 10.23 to the Annual Report of ConocoPhillips on Form10-Kfor the year ended December31, 2008; FileNo.001-32395). 10.23.2 Form of Stock Option Award Agreement under the Stock Option and Stock Appreciation Rights Program under the 2004 Omnibus Stock and Performance Incentive Plan of ConocoPhillips (incorporated by reference to Exhibit 10.26 to the Annual Report of ConocoPhillips on Form10-Kfor the year ended December31, 2008;FileNo.001-32395). 10.23.3 Form of Performance Share Unit Award Agreement under the Performance Share Program under the 2004 Omnibus Stock and Performance Incentive Plan of ConocoPhillips (incorporated by reference to Exhibit 10.27 to the Annual Report of ConocoPhillips on Form10-Kfor the year ended December31, 2008; FileNo.001-32395). 10.24 Omnibus Amendments to certain ConocoPhillips employee benefit plans, adopted December 7, 2007 (incorporated by reference to Exhibit 10.30 to the Annual Report of ConocoPhillips on Form10-Kfor the year ended December31, 2007; FileNo. 001-32395). 10.26.2 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, effective February9, 2012 (incorporated by reference to Exhibit 10 to the Quarterly Report of ConocoPhillips on Form10-Qfor the quarter ended March31, 2012; FileNo.001-32395). 10.26.5 Form of Restricted Stock Award Agreement under the Restricted Stock Program under the 2011 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated September18, 2012 (incorporated by reference to Exhibit 10.26.5 to the Annual Report of ConocoPhillips on Form10-Kfor the year ended December31, 2012; FileNo.001-32395). 10.26.6 Form of Performance Share Unit Agreement under the Restricted Stock Program under the 2011 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated February5, 2013 (incorporated by reference to Exhibit 10.26.6 to the Annual Report of ConocoPhillips on Form10-Kfor the year ended December31, 2012; FileNo.001-32395). 10.26.7 Form of Performance Share Unit AgreementCanada under the Restricted Stock Program under the 2011 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated February5, 2013 (incorporated by reference to Exhibit 10.26.7 to the Annual Report of ConocoPhillips on Form10-Kfor the year ended December31, 2012; FileNo.001-32395). 10.26.8 Form of Restricted Stock Award Agreement under the Restricted Stock Program under the 2011 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated February5, 2013 (incorporated by reference to Exhibit 10.26.8 to the Annual Report of ConocoPhillips on Form10-Kfor the year ended December31, 2012; FileNo.001-32395). 10.26.9 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, dated February5, 2013 (incorporated by reference to Exhibit 10.26.9 to the Annual Report of ConocoPhillips on Form10-Kfor the year ended December31, 2012; FileNo.001-32395). 10.26.10 Form ofMake-upGrant Award Agreement under the 2011 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated January1, 2012 (incorporated by reference to Exhibit 10.1 to the Quarterly Report of ConocoPhillips on Form10-Qfor the quarter ended March31, 2013; FileNo.001-32395). 10.26.11 Form of Key Employee Award Agreement, as part of the ConocoPhillips Stock Option Program granted under the 2011 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated February18, 2014 (incorporated by reference to Exhibit10.1 to the Quarterly Report of ConocoPhillips onForm10-Qfor the quarter ended March31, 2014; FileNo.001-32395). 10.26.12 Form of Key Employee Award Agreement, as part of the ConocoPhillips Stock Option Program granted under the 2014 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated February16, 2016 (incorporated by reference to Exhibit 10.26.12 to the Annual Report of ConocoPhillips on Form10-Kfor the year ended December31, 2015; FileNo.001-32395). 10.26.13 Form of Key Employee Award Agreement, as part of the ConocoPhillips Restricted Stock Program granted under the 2011 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated February18, 2014 (incorporated by reference to Exhibit10.2 to the Quarterly Report of ConocoPhillips onForm10-Qfor the quarter ended March31, 2014; FileNo.001-32395). 10.26.14 Form of Key Employee Award Agreement, as part of the ConocoPhillips Restricted Stock Program granted under the 2014 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated February16, 2016 (incorporated by reference to Exhibit 10.26.14 to the Annual Report of ConocoPhillips on Form10-Kfor the year ended December31, 2015; FileNo.001-32395). 10.26.15 Form of Performance Period IX Award Agreement, as part of the ConocoPhillips Performance Share Program granted under the 2011 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated February18, 2014 (incorporated by reference to Exhibit10.3 to the Quarterly Report of ConocoPhillips onForm10-Qfor the quarter ended March31, 2014; FileNo.001-32395). 10.26.16 Form of Performance Period IX Award AgreementCanada, as part of the ConocoPhillips Performance Share Program granted under the 2011 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated February18, 2014 (incorporated by reference to Exhibit10.4 to the Quarterly Report of ConocoPhillips onForm10-Qfor the quarter ended March31, 2014; FileNo.001-32395). 10.26.17 Form of Performance Period X Award Agreement, as part of the ConocoPhillips Performance Share Program granted under the 2011 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated February18, 2014 (incorporated by reference to Exhibit10.5 to the Quarterly Report of ConocoPhillips onForm10-Qfor the quarter ended March31, 2014; FileNo.001-32395). 10.26.18 Form of Performance Period X Award AgreementCanada, as part of the ConocoPhillips Performance Share Program granted under the 2011 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated February18, 2014 (incorporated by reference to Exhibit10.6 to the Quarterly Report of ConocoPhillips onForm10-Qfor the quarter ended March31, 2014; FileNo.001-32395). 10.26.19 Form of Performance Period XII Award Agreement, as part of the ConocoPhillips Performance Share Program granted under the 2011 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated February18, 2014 (incorporated by reference to Exhibit10.9 to the Quarterly Report of ConocoPhillips onForm10-Qfor the quarter ended March31, 2014; FileNo.001-32395). 10.26.20 Form of Performance Period XII Award AgreementCanada, as part of the ConocoPhillips Performance Share Program granted under the 2011 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated February18, 2014 (incorporated by reference to Exhibit10.10 to the Quarterly Report of ConocoPhillips onForm10-Qfor the quarter ended March31, 2014; FileNo.001-32395). 10.26.21 Form of Performance Period XIV Award Agreement, as part of the ConocoPhillips Performance Share Program granted under the 2014 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated February16, 2016 (incorporated by reference to Exhibit 10.26.23 to the Annual Report of ConocoPhillips on Form10-Kfor the year ended December31, 2015; FileNo.001-32395). 10.26.22 Form of Performance Period XIV Award AgreementCanada, as part of the ConocoPhillips Performance Share Program granted under the 2014 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated February16, 2016 (incorporated by reference to Exhibit 10.26.24 to the Annual Report of ConocoPhillips on Form10-Kfor the year ended December31, 2015; FileNo.001-32395). 10.26.23 Form of Inducement Grant Award Agreement under the 2011 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated March 31, 2014 (incorporated by reference to Exhibit10.11 to the Quarterly Report of ConocoPhillips onForm10-Qfor the quarter ended March31, 2014; FileNo. 001-32395). 10.26.24 Form of Performance Share Unit Award Terms and Conditions for Performance Period 18, as part of the ConocoPhillips Performance Share Program granted under the 2014 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated February13, 2018 (incorporated by reference to Exhibit 10.26.24 to the Annual Report of ConocoPhillips on Form 10-K for the year ended December 31, 2017; File No. 001-32395). 10.26.25 Form of Performance Share Unit Award Terms and Conditions for Performance Period 18 for eligible employees on the Canada payroll, as part of the ConocoPhillips Performance Share Program granted under the 2014 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated February13, 2018 (incorporated by reference to Exhibit 10.26.25 to the Annual Report of ConocoPhillips on Form 10-K for the year ended December 31, 2017; File No. 001-32395). 10.27.1 2014 Omnibus Stock and Performance Incentive Plan of ConocoPhillips (incorporated by reference to Exhibit 10.1 to the Current Report of ConocoPhillips onForm8-Kfiled on May14, 2014; FileNo.001-32395). 10.27.3 Form of Key Employee Award Terms and Conditions, as part of the ConocoPhillips Targeted Variable Long Term Incentive Program, granted under the 2014 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated September3, 2015 (incorporated by reference to Exhibit 10.1 to the Quarterly Report of ConocoPhillips onForm10-Qfor the quarter ended September30, 2015; FileNo.001-32395). 10.27.4 Form of Retention Award Terms and Conditions, as part of the Restricted Stock Unit Award, granted under the 2014 Omnibus Stock and Performance Incentive Plan of ConocoPhillips (incorporated by reference to Exhibit 10.1 to the Quarterly Report of ConocoPhillips on Form10-Qfor the quarter ended March31, 2015; FileNo.001-32395). 10.27.5 Form ofNon-EmployeeDirector Restricted Stock Units Terms and Conditions, as part of the Deferred Compensation Plan forNon-EmployeeDirectors of ConocoPhillips, dated January15, 2016 (incorporated by reference to Exhibit 10.3 to the Quarterly Report of ConocoPhillips on Form10-Qfor the quarter ended March31, 2016; FileNo.001-32395). 10.27.6 Form of Non-Employee Director Restricted Stock Units Terms and Conditions CanadianNon-EmployeeDirectors, as part of the Deferred Compensation Plan forNon-EmployeeDirectors of ConocoPhillips, dated January15, 2016 (incorporated by reference to Exhibit 10.4 to the Quarterly Report of ConocoPhillips on Form10-Qfor the quarter ended March31, 2016; FileNo.001-32395). 10.27.7 Form ofNon-EmployeeDirector Restricted Stock Units Terms and Conditions NorwegianNon-EmployeeDirectors, as part of the Deferred Compensation Plan forNon-EmployeeDirectors of ConocoPhillips, dated January 15, 2016 (incorporated by reference to Exhibit 10.5 to the Quarterly Report of ConocoPhillips on Form10-Qfor the quarter ended March31, 2016; FileNo. 001-32395). 10.27.8 Form of Key Employee Award Terms and Conditions, as part of the ConocoPhillips Stock Option Program granted under the 2014 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated February14, 2017 (incorporated by reference to Exhibit 10.1 to the Quarterly Report of ConocoPhillips on Form10-Qfor the quarter ended March31, 2017; FileNo.001-32395). 10.27.9 Form of Performance Share Unit Award Terms and Conditions for Performance Period 17, as part of the ConocoPhillips Performance Share Program granted under the 2014 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated February14, 2017 (incorporated by reference to Exhibit 10.2 to the Quarterly Report of ConocoPhillips on Form10-Qfor the quarter ended March31, 2017; FileNo.001-32395). 10.27.10 Form of Performance Share Unit Award Terms and Conditions for Performance Period 17 for eligible employees on the Canada payroll, as part of the ConocoPhillips Performance Share Program granted under the 2014 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated February14, 2017 (incorporated by reference to Exhibit 10.3 to the Quarterly Report of ConocoPhillips on Form10-Qfor the quarter ended March31, 2017; FileNo.001-32395). 10.27.11 Form of Key Employee Award Terms and Conditions as part of the ConocoPhillips Restricted Stock Program granted under the 2014 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated February14, 2017 (incorporated by reference to Exhibit 10.4 to the Quarterly Report of ConocoPhillips on Form10-Qfor the quarter ended March31, 2017; FileNo.001-32395). 10.27.12 Form of Key Employee Award Terms and Conditions as part of the ConocoPhillips Executive Restricted Stock Unit Program granted under the 2014 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated February13, 2018 (incorporated by reference to Exhibit 10.27.12 to the Annual Report of ConocoPhillips on Form 10-K for the year ended December 31, 2017; File No. 001-32395). 10.27.13 Form of Key Employee Award Terms and Conditions for eligible employees on the Canada payroll, as part of the ConocoPhillips Executive Restricted Stock Unit Program granted under the 2014 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated February13, 2018 (incorporated by reference to Exhibit 10.27.13 to the Annual Report of ConocoPhillips on Form 10-K for the year ended December 31, 2017; File No. 001-32395). 10.27.14 Form of Key Employee Award Terms and Conditions as part of the ConocoPhillips Restricted Stock Program granted under the 2014 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated February13, 2018 (incorporated by reference to Exhibit 10.27.14 to the Annual Report of ConocoPhillips on Form 10-K for the year ended December 31, 2017; File No. 001-32395). 10.27.15 Form of Retention Award Terms and Conditions, 2017 revision, as part of the Restricted Stock Unit Award, granted under the 2014 Omnibus Stock and Performance Incentive Plan of ConocoPhillips (incorporated by reference to Exhibit 10.27.15 to the Annual Report of ConocoPhillips on Form 10-K for the year ended December 31, 2017; File No. 001-32395). 10.27.16* Form of Key Employee Award Terms and Conditions as part of the ConocoPhillips Restricted Stock Unit Program granted under the 2014 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated February 14, 2019. 10.28 Amendment and Restatement of Annex to Nonqualified Deferred Compensation Arrangements of ConocoPhillips, dated April 19, 2012 (incorporated by reference to Exhibit 10.8 to the Quarterly Report of ConocoPhillips on Form10-Qfor the quarter ended June30, 2012; FileNo. 001-32395). 10.29 Amendment, Change of Sponsorship, and Restatement of Certain Nonqualified Deferred Compensation Plans of ConocoPhillips, dated April 19, 2012 (incorporated by reference to Exhibit 10.10 to the Quarterly Report of ConocoPhillips on Form10-Qfor the quarter ended June30, 2012; FileNo. 001-32395). 10.30 Amendment and Restatement of the Burlington Resources Inc. Management Supplemental Benefits Plan, dated April 19, 2012 (incorporated by reference to Exhibit 10.9 to the Quarterly Report of ConocoPhillips on Form10-Qfor the quarter ended June30, 2012; FileNo. 001-32395). 10.31 Amendment and Restatement of Deferred Compensation Trust Agreement forNon-EmployeeDirectors of Phillips Petroleum Company, dated June23, 1995 (incorporated by reference to Exhibit 10.2 to the Quarterly Report of ConocoPhillips on Form10-Qfor the quarter ended March31, 2016; FileNo.001-32395). 10.32 Indemnification and Release Agreement between ConocoPhillips and Phillips 66, dated April 26, 2012 (incorporated by reference to Exhibit 10.1 to the Current Report of ConocoPhillips on Form8-Kfiled on May1, 2012; FileNo.001-32395). 10.33 Intellectual Property Assignment and License Agreement between ConocoPhillips and Phillips 66, dated April 26, 2012 (incorporated by reference to Exhibit 10.2 to the Current Report of ConocoPhillips on Form8-Kfiled on May1, 2012; FileNo.001-32395). 10.34 Tax Sharing Agreement between ConocoPhillips and Phillips 66, dated April 26, 2012 (incorporated by reference to Exhibit 10.3 to the Current Report of ConocoPhillips on Form8-Kfiled on May1, 2012; FileNo.001-32395). 10.35 Employee Matters Agreement between ConocoPhillips and Phillips 66, dated April 12, 2012 (incorporated by reference to Exhibit 10.4 to the Current Report of ConocoPhillips on Form8-Kfiled on May1, 2012; FileNo.001-32395). 10.36 Transition Services Agreement between ConocoPhillips and Phillips 66, dated April 26, 2012 (incorporated by reference to Exhibit 10.5 to the Current Report of ConocoPhillips on Form8-Kfiled on May1, 2012; FileNo.001-32395). 10.37 ConocoPhillips Clawback Policy dated October 3, 2012 (incorporated by reference to Exhibit 10.3 to the Quarterly Report of ConocoPhillips on Form10-Qfor the quarter ended September30, 2012; FileNo. 001-32395). 10.38 Term Loan Agreement, between ConocoPhillips, as borrower, ConocoPhillips Company, as guarantor, Toronto Dominion (Texas) LLC, as administrative agent and the banks party thereto, with TD Securities (USA) LLC, as lead arranger and bookrunner, dated March18, 2016 (incorporated by reference to Exhibit 10.1 to the Current Report of ConocoPhillips on Form8-Kfiled on March21, 2016; FileNo.001-32395). 10.39* Company Retirement ContributionMake-upPlan of ConocoPhillips, dated December28, 2018. 21* List of Subsidiaries of ConocoPhillips. 23.1* Consent of Ernst& Young LLP. 23.2* Consent of DeGolyer and MacNaughton. 31.1* Certification of Chief Executive Officer pursuant to Rule13a-14(a)under the Securities Exchange Act of 1934. 31.2* Certification of Chief Financial Officer pursuant to Rule13a-14(a)under the Securities Exchange Act of 1934. 32* Certifications pursuant to 18 U.S.C. Section1350. 99* Report of DeGolyer and MacNaughton.