COP 10-K Annual Report Dec. 31, 2019 | Alphaminr
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COP 10-K Fiscal year ended Dec. 31, 2019

Balance Sheet
Cash Flow
Income Statement
Debt
CONOCOPHILLIPS
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TABLE OF CONTENTS
Part IItem 1A. Risk FactorsNote 9 Impairments and The Aplng Section Of Note 6 Investments, Loans and Long-term Receivables,Item 1B. Unresolved Staff CommentsItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related StockholderItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition andNote 17 Non-mineral Leases, in The Notes To Consolidated Financial Statements, For AdditionalItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 8, and Financial Statement Schedule Listed in Item 15(a) (collectively Referred To As The ConsolidatedNote 1 Accounting PoliciesNote 10 Asset Retirement Obligations and Accrued Environmental CostsNote 2 Changes in Accounting PrinciplesNote 3 Variable Interest EntitiesNote 4 InventoriesNote 5 Asset Acquisitions and DispositionsNote 6 Investments, Loans and Long-term ReceivablesNote 7 Investment in Cenovus EnergyNote 8 Suspended Wells and Other Exploration ExpensesNote 9 ImpairmentsNote 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 Plans Pension and Postretirement PlansNote 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 andItem 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 ManagementItem 13. Certain Relationships and Related Transactions, and DirectorItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits, Financial Statement Schedules

Exhibits

Separation and Distribution Agreement BetweenConocoPhillips and Phillips 66, dated April 26,2012 (incorporated by reference to Exhibit2.1 to the CurrentReport of ConocoPhillips on Form 8-K filed on May 1, 2012; File No. 001-32395).Purchase and Sale Agreement, dated March 29, 2017,by and among ConocoPhillips Company,ConocoPhillips Canada Resources Corp., ConocoPhillipsCanada Energy Partnership,ConocoPhillips Western Canada Partnership, ConocoPhillips Canada (BRC) Partnership,ConocoPhillips Canada E&P ULC, and CenovusEnergy Inc. (incorporated by reference toExhibit 2.1 to the Quarterly Report on Form 10-Q forthe quarter ended March 31, 2017 filedby ConocoPhillips on May 4, 2017).Asset Purchase and Sale Agreement AmendingAgreement, dated as of May 16, 2017, by andamong ConocoPhillips Company, ConocoPhillips Canada Resources Corp.,ConocoPhillips CanadaEnergy Partnership, ConocoPhillips Western Canada Partnership, ConocoPhillips Canada(BRC)Partnership, ConocoPhillips Canada E&P ULC,and Cenovus Energy Inc. (incorporated byreference to Exhibit 2.2 to the Current Report ofConocoPhillips on Form 8-K filed on May 18,2017; File No. 001-32395).Amended and Restated Certificate of Incorporation(incorporated by reference to Exhibit3.1 to theQuarterly Report of ConocoPhillips on Form10-Qfor the quarterly period ended June 30, 2008;File No. 001-32395).Amended and Restated By-Laws of ConocoPhillips,as amended and restated as of October 9, 2015(incorporated by reference to Exhibit 3.1 to theCurrent Report of ConocoPhillips on Form8-K filedon October 13, 2015; File No. 001-32395).Description of Securities of the Registrant.Amendment and Restatement of ConocoPhillipsSupplemental Executive Retirement Plan, datedApril 19, 2012(incorporated by reference to Exhibit 10.14to the Quarterly Report ofConocoPhillips on Form 10-Qfor the quarter ended June 30, 2012; File No.001-32395).Key Employee Missed Credited Service RetirementPlan of ConocoPhillips (incorporated byreference to Exhibit 10.10 to the Annual Report ofConocoPhillips on Form 10-K for the year endedDecember 31, 2005; File No. 001-32395).Amended and Restated ConocoPhillips KeyEmployee Supplemental Retirement Plan, datedJanuary 1, 2020.Eighth Amendment to Retirement Plans as amendedand restated effective January 1, 2016(incorporated by reference to Exhibit 10.1 to theQuarterly Report of ConocoPhillips on Form 10-Qfor the quarter ended June 30, 2018; File No.001-32395).Amended and Restated Defined ContributionMake-Up Plan of ConocoPhillipsTitle I, datedJanuary 1, 2020.Amended and Restated Defined ContributionMake-Up Plan of ConocoPhillipsTitle II, datedJanuary 1, 2020.Deferred Compensation Plan for Non-EmployeeDirectors of ConocoPhillips (incorporated byreference to Exhibit 10.17 to the Annual Report ofConocoPhillips on Form 10-K for the year endedDecember 31, 2005; File No. 001-32395).Phillips Petroleum Company Grantor Trust Agreement, dated June1, 1998 (incorporated byreference to Exhibit 10.17.3 to the Annual Reportof ConocoPhillips on Form 10-K for theyearended December 31, 2015; File No. 001-32395).First Amendment to the Trust Agreement under the PhillipsPetroleum Company Grantor TrustAgreement, dated May 3, 1999 (incorporatedby reference to Exhibit 10.17.4 to the Annual Reportof ConocoPhillips on Form 10-K for the year endedDecember 31, 2015; File No. 001-32395).Second Amendment to the Trust Agreement under the PhillipsPetroleum Company Grantor TrustAgreement, dated January 15, 2002 (incorporatedby reference to Exhibit 10.17.5 to the AnnualReport of ConocoPhillips on Form 10-Kfor the year ended December 31, 2015; FileNo. 001-32395).Third Amendment to the Trust Agreement under the PhillipsPetroleum Company Grantor TrustAgreement, dated October 5, 2006 (incorporatedby reference to Exhibit 10.17.6 to theAnnualReport of ConocoPhillips on Form 10-Kfor the year ended December 31, 2015; FileNo. 001-32395).Fourth Amendment to the Trust Agreement under the ConocoPhillipsCompany Grantor TrustAgreement, dated May 1, 2012 (incorporatedby reference to Exhibit 10.17.7 to the Annual Reportof ConocoPhillips on Form 10-K for the year endedDecember 31, 2015; File No. 001-32395).Fifth Amendment to the Trust Agreement under the ConocoPhillipsCompany Grantor TrustAgreement, dated May 20, 2015 (incorporatedby reference to Exhibit 10.17.8 to theAnnual Reportof ConocoPhillips on Form 10-K for the year endedDecember 31, 2015; File No. 001-32395).ConocoPhillips Directors Charitable Gift Program(incorporated by reference to Exhibit10.40 tothe Annual Report of ConocoPhillips on Form 10-Kfor the year ended December 31, 2003;File No. 000-49987).First and Second Amendments to the ConocoPhillipsDirectors Charitable Gift Program(incorporated by reference to Exhibit 10 to theQuarterly Report of ConocoPhillips on Form10-Qfor the quarterly period ended June 30, 2008; FileNo. 001-32395).ConocoPhillips Matching Gift Plan for Directorsand Executives (incorporated by referencetoExhibit 10.41 to the Annual Report of ConocoPhillipson Form 10-K for the year endedDecember 31, 2003; File No. 000-49987).Amended and Restated Key Employee DeferredCompensation Plan of ConocoPhillipsTitle I,dated January 1, 2020 (incorporated by reference toExhibit 10.12.1 to the Quarterly Report ofConocoPhillips on Form 10-Qfor the quarter ended June 30, 2012; File No.001-32395).Amended and Restated Key Employee DeferredCompensation Plan of ConocoPhillipsTitle II,dated January 1, 2020 (incorporated by referenceto Exhibit 10.12.2 to the Quarterly Report ofConocoPhillips on Form 10-Qfor the quarter ended June 30, 2012; File No.001-32395).Amendment and Restatement of ConocoPhillipsKey Employee Change in Control Severance Plan,effective January 1, 2014 (incorporated by reference toExhibit 10.21 to the Annual Report ofConocoPhillips on Form 10-Kfor the year ended December 31, 2013; FileNo. 001-32395).ConocoPhillips Executive Severance Plan (incorporatedby reference to Exhibit 10.23 to the AnnualReport of ConocoPhillips on Form 10-Kfor the year ended December 31, 2008; FileNo. 001-32395).Form of Stock Option Award Agreement under the Stock Option and Stock AppreciationRightsProgram under the 2004 Omnibus Stock and PerformanceIncentive Plan of ConocoPhillips(incorporated by reference to Exhibit 10.26 to theAnnual Report of ConocoPhillips on Form 10-Kfor the year ended December 31, 2008; FileNo. 001-32395).Form of Performance Share Unit Award Agreement under the Performance ShareProgram underthe 2004 Omnibus Stock and Performance IncentivePlan of ConocoPhillips (incorporated byreference to Exhibit 10.27 to the Annual Report ofConocoPhillips on Form 10-K for the year endedDecember 31, 2008; File No. 001-32395).Omnibus Amendments to certain ConocoPhillipsemployee benefit plans, adopted December 7,2007 (incorporated by reference to Exhibit10.30 to the Annual Report of ConocoPhillipson Form10-K for the year ended December 31, 2007; FileNo. 001-32395).Form of Stock Option Award Agreement under the Stock Option and Stock AppreciationRightsProgram under the 2011 Omnibus Stock and Performance IncentivePlan of ConocoPhillips,effective February 9, 2012 (incorporated by reference toExhibit 10 to the Quarterly Report ofConocoPhillips on Form 10-Qfor the quarter ended March 31, 2012; FileNo. 001-32395).Form of Restricted Stock Award Agreement under the Restricted Stock Program underthe 2011Omnibus Stock and Performance Incentive Planof ConocoPhillips, dated September18, 2012(incorporated by reference to Exhibit 10.26.5 to theAnnual Report of ConocoPhillips on Form 10-Kfor the year ended December 31, 2012; FileNo. 001-32395).Form of Performance Share Unit Agreement underthe Restricted Stock Program under the2011Omnibus Stock and Performance Incentive Planof ConocoPhillips, dated February 5, 2013(incorporated by reference to Exhibit 10.26.6 to theAnnual Report of ConocoPhillips on Form 10-Kfor the year ended December 31, 2012; FileNo. 001-32395).Form of Performance Share Unit AgreementCanadaunder the Restricted Stock Program underthe 2011 Omnibus Stock and Performance Incentive Plan of ConocoPhillips,dated February 5, 2013(incorporated by reference to Exhibit 10.26.7 to theAnnual Report of ConocoPhillips on Form 10-Kfor the year ended December 31, 2012; FileNo. 001-32395).Form of Restricted Stock Award Agreement under the Restricted Stock Program underthe 2011Omnibus Stock and Performance Incentive Planof ConocoPhillips, dated February 5, 2013(incorporated by reference to Exhibit 10.26.8 to theAnnual Report of ConocoPhillips on Form 10-Kfor the year ended December 31, 2012; FileNo. 001-32395).Form of Stock Option Award Agreement under the Stock Option and Stock AppreciationRightsProgram under the 2011 Omnibus Stock and PerformanceIncentive Plan of ConocoPhillips, datedFebruary 5, 2013 (incorporated by reference toExhibit 10.26.9 to the Annual Report ofConocoPhillips on Form 10-Kfor the year ended December 31, 2012; FileNo. 001-32395).Form of Make-Up Grant Award Agreement under the 2011 Omnibus Stock and PerformanceIncentive Plan of ConocoPhillips, dated January 1,2012 (incorporated by reference to Exhibit10.1to theQuarterly Report of ConocoPhillips on Form 10-Q for the quarter endedMarch 31, 2013;File No. 001-32395).Form of Key Employee Award Agreement, as part of the ConocoPhillips Stock Option Programgranted under the 2011 Omnibus Stock and Performance IncentivePlan of ConocoPhillips, datedFebruary 18, 2014 (incorporated by reference to Exhibit10.1 to the Quarterly Report ofConocoPhillips on Form 10-Qfor the quarter ended March 31, 2014; FileNo. 001-32395).Form of Key Employee Award Agreement, as part of the ConocoPhillips Stock Option Programgranted under the 2014 Omnibus Stock and PerformanceIncentive Plan of ConocoPhillips, datedFebruary 16, 2016 (incorporated by reference to Exhibit10.26.12 to the Annual Report ofConocoPhillips on Form 10-Kfor the year ended December 31, 2015; FileNo. 001-32395).Form of Key Employee Award Agreement, as part of the ConocoPhillips Restricted Stock Programgranted under the 2014 Omnibus Stock and PerformanceIncentive Plan of ConocoPhillips, datedFebruary 16, 2016 (incorporated by reference to Exhibit10.26.14 to the Annual Report ofConocoPhillips on Form 10-Kfor the year ended December 31, 2015; FileNo. 001-32395).Form of Performance Period IX Award Agreement, as part of the ConocoPhillips PerformanceShare Program granted under the 2011 Omnibus Stock and PerformanceIncentive Plan ofConocoPhillips, dated February 18, 2014 (incorporatedby reference to Exhibit 10.3 to the QuarterlyReport of ConocoPhillips on Form 10-Qfor the quarter ended March 31, 2014;File No. 001-32395).Form of Performance Period IX Award AgreementCanada, as part of the ConocoPhillipsPerformance Share Program granted under the2011 Omnibus Stock and Performance IncentivePlan of ConocoPhillips, dated February 18,2014 (incorporated by reference to Exhibit10.4 to theQuarterly Report of ConocoPhillips on Form 10-Qfor the quarter ended March 31, 2014;File No.001-32395).Form of Performance Period X Award Agreement, as part of the ConocoPhillips PerformanceShareProgram granted under the 2011 Omnibus Stock and PerformanceIncentive Plan of ConocoPhillips,dated February 18, 2014 (incorporated by referenceto Exhibit 10.5 to the Quarterly Report ofConocoPhillips on Form 10-Qfor the quarter ended March 31, 2014; FileNo. 001-32395).Form of Performance Period XIV Award Agreement, as part of the ConocoPhillips PerformanceShare Program granted under the 2014 OmnibusStock and Performance Incentive Plan ofConocoPhillips, dated February 16, 2016 (incorporatedby reference to Exhibit 10.26.23 to theAnnual Report of ConocoPhillips on Form 10-Kfor the year ended December 31, 2015;File No.001-32395).Form of Performance Period XIV Award AgreementCanada, as part of the ConocoPhillipsPerformance Share Program granted under the2014 Omnibus Stock and PerformanceIncentivePlan of ConocoPhillips, dated February 16,2016 (incorporated by reference to Exhibit10.26.24 tothe Annual Report of ConocoPhillips on Form 10-Kfor the year ended December 31, 2015;File No.001-32395).Form of Inducement Grant Award Agreement under the 2011 Omnibus Stock and PerformanceIncentive Plan of ConocoPhillips, dated March 31,2014 (incorporated by reference to Exhibit 10.11to the Quarterly Report of ConocoPhillipson Form 10-Q for the quarter ended March 31, 2014;FileNo. 001-32395).Form of Performance Share Unit Award Terms and Conditions for Performance Period 18, as partof the ConocoPhillips Performance Share Programgranted under the 2014 Omnibus Stock andPerformance Incentive Plan of ConocoPhillips,dated February 13, 2018 (incorporated by referenceto Exhibit 10.26.24 to the Annual Report ofConocoPhillips on Form 10-K for the yearendedDecember 31, 2017; File No. 001-32395).Form of Performance Share Unit Award Terms and Conditions for Performance Period 18 foreligible employees on the Canada payroll, as partof the ConocoPhillips Performance ShareProgramgranted under the 2014 Omnibus Stock and PerformanceIncentive Plan of ConocoPhillips, datedFebruary 13, 2018 (incorporated by reference to Exhibit10.26.25 to the Annual Report ofConocoPhillips on Form 10-Kfor the year ended December 31, 2017; FileNo. 001-32395).2014 Omnibus Stock and Performance IncentivePlan of ConocoPhillips (incorporated by referenceto Exhibit 10.1 to the Current Report of ConocoPhillipson Form 8-Kfiled on May 14, 2014; FileNo. 001-32395).Form of Key Employee Award Terms and Conditions, as part of the ConocoPhillips TargetedVariableLong Term Incentive Program, granted under the 2014 Omnibus Stock andPerformanceIncentive Plan of ConocoPhillips, dated September3, 2015 (incorporated by reference toExhibit10.1 to the Quarterly Report of ConocoPhillipson Form 10-Q for the quarter ended September 30,2015; File No. 001-32395).Form of Retention Award Terms and Conditions, as part of the Restricted Stock Unit Award,granted under the 2014 Omnibus Stock and PerformanceIncentive Plan of ConocoPhillips(incorporated by reference to Exhibit 10.1 to theQuarterly Report of ConocoPhillips on Form 10-Qfor the quarter ended March 31, 2015; FileNo. 001-32395).Form of Non-Employee Director RestrictedStock Units Terms and Conditions, as part of theDeferred Compensation Plan for Non-EmployeeDirectors of ConocoPhillips, dated January 15,2016 (incorporated by reference to Exhibit10.3 to the Quarterly Report of ConocoPhillipson Form10-Q for the quarter ended March 31, 2016;File No. 001-32395).Form of Non-Employee Director RestrictedStock Units Terms and Conditions Canadian Non-Employee Directors, as part of the Deferred CompensationPlan for Non-Employee Directors ofConocoPhillips, dated January 15, 2016 (incorporatedby reference to Exhibit 10.4 to the QuarterlyReport of ConocoPhillips on Form 10-Qfor the quarter ended March 31, 2016;File No. 001-32395).Form of Non-Employee Director RestrictedStock Units Terms and Conditions Norwegian Non-Employee Directors, as part of the Deferred CompensationPlan for Non-Employee Directors ofConocoPhillips, dated January 15, 2016 (incorporatedby reference to Exhibit 10.5 to the QuarterlyReport of ConocoPhillips on Form 10-Qfor the quarter ended March 31, 2016;File No. 001-32395).Form of Key Employee Award Terms and Conditions, as part of the ConocoPhillips Stock OptionProgram granted under the 2014 Omnibus Stockand Performance Incentive Plan of ConocoPhillips,dated February 14, 2017 (incorporated by referenceto Exhibit 10.1 to the Quarterly Report ofConocoPhillips on Form 10-Qfor the quarter ended March 31, 2017; FileNo. 001-32395).Form of Performance Share Unit Award Terms and Conditions for Performance Period 17, as partof the ConocoPhillips Performance Share Programgranted under the 2014 Omnibus Stock andPerformance Incentive Plan of ConocoPhillips,dated February 14, 2017 (incorporated by referenceto Exhibit 10.2 to the Quarterly Report of ConocoPhillipson Form 10-Q for the quarter endedMarch 31, 2017; File No. 001-32395).Form of Performance Share Unit Award Terms and Conditions for Performance Period 17 foreligible employees on the Canada payroll, as partof the ConocoPhillips Performance Share Programgranted under the 2014 Omnibus Stock and PerformanceIncentive Plan of ConocoPhillips, datedFebruary 14, 2017 (incorporated by reference to Exhibit10.3 to the Quarterly Report ofConocoPhillips on Form 10-Qfor the quarter ended March 31, 2017; FileNo. 001-32395).Form of Key Employee Award Terms and Conditions as part of the ConocoPhillips Restricted StockProgram granted under the 2014 Omnibus Stockand Performance Incentive Plan of ConocoPhillips,dated February 14, 2017 (incorporated by referenceto Exhibit 10.4 to the Quarterly Report ofConocoPhillips on Form 10-Qfor the quarter ended March 31, 2017; FileNo. 001-32395).Form of Key Employee Award Terms and Conditions as part of the ConocoPhillips ExecutiveRestricted Stock Unit Program granted under the 2014Omnibus Stock and Performance IncentivePlan of ConocoPhillips, dated February 13,2018 (incorporated by reference to Exhibit10.27.12 tothe Annual Report of ConocoPhillips on Form 10-Kfor the year ended December 31, 2017;File No.001-32395).Form of Key Employee Award Terms and Conditions for eligible employees on the Canada payroll,as part of the ConocoPhillips Executive RestrictedStock Unit Program granted under the 2014Omnibus Stock and Performance Incentive Plan ofConocoPhillips, dated February 13, 2018(incorporated by reference to Exhibit 10.27.13 tothe Annual Report of ConocoPhillips on Form10-K for the year ended December 31, 2017; FileNo. 001-32395).Form of Key Employee Award Terms and Conditions as part of the ConocoPhillips Restricted StockProgram granted under the 2014 Omnibus Stockand Performance Incentive Plan of ConocoPhillips,dated February 13, 2018 (incorporated by referenceto Exhibit 10.27.14 to the Annual Report ofConocoPhillips on Form 10-Kfor the year ended December 31, 2017; FileNo. 001-32395).Form of Retention Award Terms and Conditions, 2017 revision, as part of the Restricted Stock UnitAward, granted under the 2014 Omnibus Stock and Performance Incentive Plan of ConocoPhillips(incorporated by reference to Exhibit 10.27.15 tothe Annual Report of ConocoPhillips on Form10-K for the year ended December 31, 2017; FileNo. 001-32395).Form of Key Employee Award Terms and Conditions as part of the ConocoPhillips Restricted StockUnit Program granted under the 2014 OmnibusStock and Performance Incentive Plan ofConocoPhillips, dated February 14, 2019.Amended and Restated 409A Annex to NonqualifiedDeferred Compensation Arrangements ofConocoPhillips, dated January 1, 2020 (incorporatedby reference to Exhibit 10.8 to the QuarterlyReport of ConocoPhillips on Form 10-Qfor the quarter ended June 30, 2012; FileNo. 001-32395).Amendment, Change of Sponsorship, andRestatement of Certain Nonqualified DeferredCompensation Plans of ConocoPhillips, datedApril 19, 2012 (incorporated by reference toExhibit10.10 to the Quarterly Report of ConocoPhillipson Form 10-Q for the quarter ended June 30,2012;File No. 001-32395).Amendment and Restatement of the BurlingtonResources Inc. Management SupplementalBenefitsPlan, dated April 19, 2012 (incorporated by referenceto Exhibit 10.9 to the Quarterly Report ofConocoPhillips on Form 10-Qfor the quarter ended June 30, 2012; File No.001-32395).Amendment and Restatement of Deferred CompensationTrust Agreement for Non-EmployeeDirectors of Phillips Petroleum Company, dated June 23, 1995 (incorporatedby reference to Exhibit10.2 to the Quarterly Report of ConocoPhillipson Form 10-Q for the quarter ended March 31, 2016;File No. 001-32395).Indemnification and Release Agreement betweenConocoPhillips and Phillips 66, dated April 26,2012 (incorporated by reference to Exhibit10.1 to the Current Report of ConocoPhillips on Form8-K filed on May 1, 2012; File No. 001-32395).Intellectual Property Assignment and LicenseAgreement between ConocoPhillips and Phillips66,dated April 26, 2012 (incorporated by referenceto Exhibit 10.2 to the Current ReportofConocoPhillips on Form 8-K filed on May 1, 2012;File No. 001-32395).Tax Sharing Agreement between ConocoPhillips and Phillips 66, dated April 26,2012 (incorporatedby reference to Exhibit 10.3 to the Current Reportof ConocoPhillips on Form 8-K filed on May1,2012; File No. 001-32395).Employee Matters Agreement between ConocoPhillipsand Phillips 66, dated April 12, 2012(incorporated by reference to Exhibit 10.4 to theCurrent Report of ConocoPhillips on Form8-Kfiled on May 1, 2012; File No. 001-32395).Transition Services Agreement between ConocoPhillips and Phillips66, dated April 26, 2012(incorporated by reference to Exhibit 10.5 to theCurrent Report of ConocoPhillipson Form 8-Kfiled on May 1, 2012; File No. 001-32395).ConocoPhillips Clawback Policy dated October3, 2012 (incorporated by reference toExhibit 10.3to the Quarterly Report of ConocoPhillipson Form 10-Q for the quarter ended September30, 2012;File No. 001-32395).Term Loan Agreement, between ConocoPhillips, as borrower, ConocoPhillips Company, asguarantor, Toronto Dominion (Texas)LLC, as administrative agent and the banks partythereto,with TD Securities (USA) LLC, as lead arrangerand bookrunner, dated March 18, 2016(incorporated by reference to Exhibit 10.1 to theCurrent Report of ConocoPhillipson Form 8-Kfiled on March 21, 2016; File No. 001-32395).Company Retirement Contribution Make-UpPlan of ConocoPhillips, dated December28, 2018(incorporated by reference to Exhibit 10.39 to theAnnual Report of ConocoPhillips on Form 10-Kfor the year ended December 31, 2019; FileNo. 001-32395).Form of Key Employee Award Terms and Conditions, as part of the ConocoPhillips TargetedVariableLong Term Incentive Program, granted under the 2014 Omnibus Stockand PerformanceIncentive Plan of ConocoPhillips, dated September23, 2019 (incorporated by reference to Exhibit10.1 to the Quarterly Report of ConocoPhillipson Form 10-Q for the quarter ended September 30,2019; File No. 001-32395).List of Subsidiaries of ConocoPhillips.Consent of Ernst & Young LLP.Consent of DeGolyer and MacNaughton.Certification of Chief Executive Officer pursuant to Rule13a-14(a) under the Securities ExchangeAct of 1934.Certification of Chief Financial Officer pursuant toRule 13a-14(a) under the Securities ExchangeAct of 1934.Certifications pursuant to 18 U.S.C. Section 1350.Report of DeGolyer and MacNaughton.