What changed in this filing

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Item 9A. Controls and Procedures

2023-02-16 compared with 2022-02-17 · 206 added, 341 removed, 50 unchanged (92% of the section changed)

Controls and Procedures

We maintain disclosure

controls and procedures

designed to ensure information required

to be disclosed in

reports we file or submit under the Securities Exchange

Act of 1934, as amended (the Act), is recorded, processed,

summarized and reported within the

time periods specified in Securities and Exchange Commission rules

forms, and that such information

is accumulated and communicated

to management, including our principal

executive and principal financial officers,

as appropriate, to allow timely decisions

regarding required disclosure.

As of December 31, 2021, 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

procedures (as defined in Rule 13a-15(e) of the Act).

Based upon that evaluation, our Chairman and

Executive Officer and our Executive

Vice President and Chief Financial Officer concluded

our disclosure controls

and procedures were operating

effectively as of December 31, 2021.

There have been no 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

Management’s Annual Report

on Internal Control Over Financial Reporting

This report is included in Item 8 on page

and is incorporated herein by

Report of Independent Registered

Public Accounting Firm

This report is included in Item 8 on page 76 and is incorporated

herein by reference.

We maintain disclosure controls and procedures designed to ensure information required to be disclosed in reports we file or submit under the Securities Exchange Act of 1934, as amended (the Act), is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to management, including our principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure.

As of December 31, 2022, 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, 2022.

There have been no 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.

Management’s Annual Report on Internal Control Over Financial Reporting

This report is included in Item 8 on page 69 and is incorporated herein by reference.

Report of Independent Registered Public Accounting Firm

This report is included in Item 8 on page 70 and is incorporated herein by reference.

Other Information

Disclosure Regarding Foreign Jurisdictions that Prevent

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

ConocoPhillips

Directors, Executive Officers

and Corporate Governance

Information regarding

our executive officers

appears in Part I of this report on page

Code of Business Ethics and Conduct for Directors

and Employees

We have a Code of Business Ethics

and Conduct for Directors and Employees

(Code of Ethics), including our

principal executive officer,

principal financial officer,

principal accounting officer and persons

performing similar

We have posted

a copy of our Code of Ethics on the “Corporate

Governance” section of our internet

www.conocophillips.com

(within the Investors>Corporate

Governance section)

Any waivers of the

Code of Ethics must be approved, in advance,

by our full Board of Directors.

Any amendments to, or waivers

the Code of Ethics that apply to our executive

officers and directors

will be posted on the “Corporate Governance”

section of our internet website.

All other information required

by Item 10 of Part III will be included in our Proxy

Statement relating to our 2022

Annual Meeting of Stockholders, to be filed pursuant

to Regulation 14A on or before April

30, 2022, and is

incorporated herein by

ConocoPhillips 2022 10-K

Directors, Executive Officers and Corporate Governance

Information regarding our executive officers appears in Part I of this report on page 28 .

Code of Business Ethics and Conduct for Directors and Employees

We have a Code of Business Ethics and Conduct for Directors and Employees (Code of Ethics), including our principal executive officer, principal financial officer, principal accounting officer and persons performing similar functions.

We have posted a copy of our Code of Ethics on the “Corporate Governance” section of our internet website at www.conocophillips.com (within the Investors>Corporate Governance section) .

Any waivers of the Code of Ethics must be approved, in advance, by our full Board of Directors.

Any amendments to, or waivers from, the Code of Ethics that apply to our executive officers and directors will be posted on the “Corporate Governance” section of our internet website.

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

Executive Compensation

Information required by Item

11 of Part III will be included in our Proxy

Statement relating to our 2022 Annual

Meeting of Stockholders, to be filed pursuant

to Regulation 14A on or before

April 30, 2022, and is incorporated

herein by reference.*

Security Ownership of Certain Beneficial Owners and Management and

Related Stockholder Matters

Information required by Item

12 of Part III will be included in our Proxy

Statement relating to our 2022 Annual

Meeting of Stockholders, to be filed pursuant

to Regulation 14A on or before

April 30, 2022, and is incorporated

herein by reference.*

Certain Relationships and Related Transactions,

Information required by Item

13 of Part III will be included in our Proxy

Statement relating to our 2022 Annual

Meeting of Stockholders, to be filed pursuant

to Regulation 14A on or before

April 30, 2022, and is incorporated

herein by reference.*

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

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

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

Certain Relationships and Related Transactions, and Director Independence

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

Principal Accounting Fees and Services

Information required by Item

14 of Part III will be included in our Proxy

Statement relating to our 2022 Annual

Meeting of Stockholders, to be filed pursuant

to Regulation 14A on or before

April 30, 2022, and is incorporated

herein by reference.*

Information required by Item 14 of Part III will be included in our Proxy Statement relating to our 2023 Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A on or before April 30, 2023, 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 2022 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.

ConocoPhillips

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

ConocoPhillips 2022 10-K

Exhibits, Financial Statement Schedules

Financial Statements and Supplementary

The financial statements and supplementary

information listed in the Index

to Financial Statements,

which appears on page

, are filed as part of this annual report.

Financial Statements and Supplementary Data

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

Financial Statement Schedules

All financial statement schedules

are omitted because they are

not required, not significant, not

applicable or the information is shown

in another schedule, the financial statements

or the notes to

consolidated financial statements.

The exhibits listed in the Index to

Exhibits, which appears on pages

through 185, are filed as part of

this annual report.

ConocoPhillips

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

The exhibits listed in the Index to Exhibits, which appears on pages 1 63 through 1 67 , are filed as part of this annual report.

ConocoPhillips 2022 10-K

ConocoPhillips

1 unchanged sentence

Incorporated by Reference

Separation and Distribution Agreement Between ConocoPhillips and Phillips

66, dated April 26, 2012.

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.

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.

Agreement and Plan of Merger, dated as of October 18, 2020, among

ConocoPhillips, Falcon Merger Sub Corp.

Description Exhibit Form File No.

2.1 Separation and Distribution Agreement Between ConocoPhillips and Phillips 66, dated April 26, 2012.

2.1 8-K 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.

2.1 10-Q 001-32395

2.3†‡ Asset Purchase and Sale Agreement Amending Agreement, dated as of May 16, 2017, by and among ConocoPhillips Company, ConocoPhillips Canada Resources Corp., ConocoPhillips Canada Energy Partnership, ConocoPhillips Western Canada Partnership, ConocoPhillips Canada (BRC) Partnership, ConocoPhillips Canada E&P ULC, and Cenovus Energy Inc.

2.2 8-K 001-32395

2.4 Agreement and Plan of Merger, dated as of October 18, 2020, among ConocoPhillips, Falcon Merger Sub Corp.

and Concho Resources Inc.

2.1 8-K 001-32395

3.1 Amended and Restated Certificate of Incorporation.

Certificate of Designations of Series A Junior Participating Preferred Stock of

ConocoPhillips.

Amended and Restated By-Laws of ConocoPhillips, as amended and restated

as of October 9, 2015.

Restated Certificate of Incorporation of ConocoPhillips Company, dated

February 6, 2019.

ConocoPhillips and its subsidiaries are parties to

several debt instruments

under which the total amount of securities authorized

does not exceed

10 percent of the total assets of ConocoPhillips

and its subsidiaries on a

consolidated basis.

Pursuant to paragraph

4(iii)(A) of Item 601(b) of

Regulation S-K, ConocoPhillips

agrees to furnish a copy of such instruments

the SEC upon request.

3.1 10-Q 001-32395

3.2 Certificate of Designations of Series A Junior Participating Preferred Stock of ConocoPhillips.

3.2 8-K 000-49987

3.3 Amended and Restated By-Laws of ConocoPhillips, as amended and restated as of October 9, 2015.

3.1 8-K 001-32395

3.4 Restated Certificate of Incorporation of ConocoPhillips Company, dated February 6, 2019.

3.4 10-K 001-32395

ConocoPhillips and its subsidiaries are parties to several debt instruments under which the total amount of securities authorized does not exceed 10 percent of the total assets of ConocoPhillips and its subsidiaries on a consolidated basis.

Pursuant to paragraph 4(iii)(A) of Item 601(b) of Regulation S-K, ConocoPhillips agrees to furnish a copy of such instruments to the SEC upon request.

4.1 Description of Securities of the Registrant.

4.1 10-K 001-32395

10.1 Indemnification and Release Agreement between ConocoPhillips and Phillips 66, dated April 26, 2012.

10.1 8-K 001-32395

10.2 Intellectual Property Assignment and License Agreement between ConocoPhillips and Phillips 66, dated April 26, 2012.

10.2 8-K 001-32395

10.3 Tax Sharing Agreement between ConocoPhillips and Phillips 66, dated April 26, 2012.

10.3 8-K 001-32395

10.4 Employee Matters Agreement between ConocoPhillips and Phillips 66, dated April 12, 2012.

10.4 8-K 001-32395

10.5.1 Rabbi Trust Agreement dated December 17, 1999.

10.11 10-K 001-14521

10.5.2 Amendment to Rabbi Trust Agreement dated February 25, 2002.

10.39.1 10-K 000-49987

10.6.1 Phillips Petroleum Company Grantor Trust Agreement, dated June 1, 1998.

10.17.3 10-K 001-32395

10.6.2 First Amendment to the Trust Agreement under the Phillips Petroleum Company Grantor Trust Agreement, dated May 3, 1999.

10.17.4 10-K 001-32395

ConocoPhillips 2022 10-K

10.6.3 Second Amendment to the Trust Agreement under the Phillips Petroleum Company Grantor Trust Agreement, dated January 15, 2002.

10.17.5 10-K 001-32395

10.6.4 Third Amendment to the Trust Agreement under the Phillips Petroleum Company Grantor Trust Agreement, dated October 5, 2006.

10.17.6 10-K 001-32395

10.6.5 Fourth Amendment to the Trust Agreement under the ConocoPhillips Company Grantor Trust Agreement, dated May 1, 2012.

10.17.7 10-K 001-32395

10.6.6 Fifth Amendment to the Trust Agreement under the ConocoPhillips Company Grantor Trust Agreement, dated May 20, 2015.

10.17.8 10-K 001-32395

10.7.1 Successor Trustee Agreement of the Deferred Compensation Trust Agreement for Non-Employee Directors of ConocoPhillips dated July 31, 2020.

10.1 10-Q 001-32395

10.7.2 First Amendment to the Successor Trust Agreement of the Deferred Compensation Trust Agreement for Non-Employee Directors of ConocoPhillips, dated August 4, 2020.

10.2 10-Q 001-32395

10.8 1986 Stock Plan of Phillips Petroleum Company.

10.11 10-K 004-49987

10.9 1990 Stock Plan of Phillips Petroleum Company.

Amendment and Restatement of ConocoPhillips Supplemental Executive

Retirement Plan, dated April 19, 2012.

10.12 10-K 004-49987

10.10 Omnibus Securities Plan of Phillips Petroleum Company.

Amended and Restated ConocoPhillips Key Employee Supplemental

Retirement Plan, dated January 1, 2020.

Eighth Amendment to Retirement Plans as amended and restated effective

January 1, 2016.

ConocoPhillips

Amended and Restated Defined Contribution Make-Up Plan of

ConocoPhillips—Title I, dated January 1, 2020.

Amended and Restated Defined Contribution Make-Up Plan of

ConocoPhillips—Title II, dated January 1, 2020.

10.19 10-K 004-49987

10.11 2002 Omnibus Securities Plan of Phillips Petroleum Company.

Deferred Compensation Plan for Non-Employee Directors of ConocoPhillips.

Rabbi Trust Agreement dated December 17, 1999.

Amendment to Rabbi Trust Agreement dated February 25, 2002.

Phillips Petroleum Company Grantor Trust Agreement, dated June 1, 1998.

First Amendment to the Trust Agreement under the Phillips Petroleum

Company Grantor Trust Agreement, dated May 3, 1999.

Second Amendment to the Trust Agreement under the Phillips Petroleum

Company Grantor Trust Agreement, dated January 15, 2002.

Third Amendment to the Trust Agreement under the Phillips Petroleum

Company Grantor Trust Agreement, dated October 5, 2006.

Fourth Amendment to the Trust Agreement under the

ConocoPhillips Company Grantor Trust Agreement, dated May 1, 2012.

Fifth Amendment to the Trust Agreement under the ConocoPhillips Company

Grantor Trust Agreement, dated May 20, 2015.

ConocoPhillips Directors’ Charitable Gift Program.

First and Second Amendments to the ConocoPhillips Directors’ Charitable Gift

Amended and Restated Key Employee Deferred Compensation Plan of

ConocoPhillips—Title I, dated January 1, 2020.

Amended and Restated Key Employee Deferred Compensation Plan of

ConocoPhillips—Title II, dated January 1, 2020.

Amendment and Restatement of ConocoPhillips Key Employee Change in

Control Severance Plan, effective January 1, 2014.

Amendment and Restatement of ConocoPhillips Key Employee Change in

Control Severance Plan, effective December 2, 2021.

10.26 10-K 000-49987

10.12.1 2004 Omnibus Stock and Performance Incentive Plan of ConocoPhillips.

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.

Form of Performance Share Unit Award Agreement under the Performance

Share Program under the 2004 Omnibus Stock and Performance Incentive

Plan of ConocoPhillips.

Omnibus Amendments to certain ConocoPhillips employee benefit plans,

adopted December 7, 2007.

ConocoPhillips

Schedule 14A Proxy 000-49987

10.12.2 Form of Performance Share Unit Award Agreement under the Performance Share Program under the 2004 Omnibus Stock and Performance Incentive Plan of ConocoPhillips.

10.27 10-K 001-32395

10.13 Omnibus Amendments to certain ConocoPhillips employee benefit plans, adopted December 7, 2007.

10.30 10-K 001-32395

10.14 2009 Omnibus Stock and Performance Incentive Plan of ConocoPhillips.

Schedule 14A Proxy 001-32395

10.15.1 2011 Omnibus Stock and Performance Incentive Plan of ConocoPhillips.

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 February 9, 2012.

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.

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 February 5, 2013.

Form of Make-Up Grant Award Agreement under the 2011 Omnibus Stock and

Performance Incentive Plan of ConocoPhillips, dated January 1, 2012.

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 February 18, 2014.

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 February 16, 2016.

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 February 18,

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 February 18,

Form of Inducement Grant Award Agreement under the 2011 Omnibus Stock

and Performance Incentive Plan of ConocoPhillips, dated March 31, 2014.

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 February 13, 2018.

Schedule 14A Proxy 001-32395

10.15.2 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 February 9, 2012.

10 10-Q 001-32395

10.15.3 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.

10.26.6 10-K 001-32395

10.15.4 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 February 5, 2013.

10.26.9 10-K 001-32395

10.15.5 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 February 18, 2014.

10.1 10-Q 001-32395

10.15.6 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 February 18, 2014.

10.3 10-Q 001-32395

10.15.7 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 February 18, 2014.

10.5 10-Q 001-32395

ConocoPhillips 2022 10-K

10.15.8 Form of Inducement Grant Award Agreement under the 2011 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated March 31, 2014.

10.11 10-Q 001-32395

10.16.1 2014 Omnibus Stock and Performance Incentive Plan of ConocoPhillips.

Form of Non-Employee Director Restricted Stock Units Terms and Conditions,

as part of the Deferred Compensation Plan for Non-Employee Directors of

ConocoPhillips, dated January 15, 2016.

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 February 14, 2017.

ConocoPhillips

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

February 13, 2018.

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 February 13,

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.

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.

Amended and Restated 409A Annex to Nonqualified Deferred Compensation

Arrangements of ConocoPhillips, dated January 1, 2020.

Amendment and Restatement of the Burlington Resources Inc.

Supplemental Benefits Plan, dated April 19, 2012.

Successor Trustee Agreement of the Deferred Compensation Trust Agreement

for Non-Employee Directors of ConocoPhillips dated July 31, 2020.

First Amendment to the Successor Trust Agreement of the Deferred

Compensation Trust Agreement for Non-Employee Directors of

ConocoPhillips, dated August 4, 2020.

Indemnification and Release Agreement between ConocoPhillips and Phillips

66, dated April 26, 2012.

Intellectual Property Assignment and License Agreement between

ConocoPhillips and Phillips 66, dated April 26, 2012.

Tax Sharing Agreement between ConocoPhillips and Phillips 66, dated April

Employee Matters Agreement between ConocoPhillips and Phillips 66, dated

April 12, 2012.

10.1 8-K 001-32395

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 February 16, 2016.

10.26.12 10-K 001-32395

10.16.3 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 February 13, 2018.

10.26.24 10-K 001-32395

10.16.4 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 February 14, 2017.

10.1 10-Q 001-32395

10.16.5 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.

10.27.16 10-K 001-32395

10.16.6 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 September 23, 2019.

10.1 10-Q 001-32395

10.16.7 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.

10.1 10-Q 001-32395

10.16.8 Form of Inducement Grant Award Agreement under the 2014 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated January 15, 2021.

10.3 10-Q 001-32395

10.16.9 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 August 1, 2022.

10.1 10-Q 001-32395

10.16.10 Form of Executive Restricted Stock Unit Awar d Terms and Conditions , as part of the ConocoPhillips Executive Restric ted Stock Uni t Program, granted under t he 2014 Omnibus Stock and Performance Incentive Plan of ConocoPhillips , dated February 11, 2020.

10.1 10-Q 001-32395

10.17 Amended and Restated ConocoPhillips Key Employee Supplemental Retirement Plan, dated January 1, 2020.

10.10.1 10-K 001-32395

10.18.1 Amended and Restated Defined Contribution Make-Up Plan of ConocoPhillips—Title I, dated January 1, 2020.

10.11.1 10-K 001-32395

10.18.2 Amended and Restated Defined Contribution Make-Up Plan of ConocoPhillips—Title II, dated January 1, 2020.

10.11.2 10-K 001-32395

10.19 Company Retirement Contribution Make-Up Plan of ConocoPhillips, dated December 28, 2018.

10.39 10-K 001-32395

10.20.1 Amended and Restated Key Employee Deferred Compensation Plan of ConocoPhillips—Title I, dated January 1, 2020.

10.19.1 10-K 001-32395

10.20.2 Amended and Restated Key Employee Deferred Compensation Plan of ConocoPhillips—Title II, dated January 1, 2020.

10.19.2 10-K 001-32395

10.20.3* First Amendment to the Key Employee Deferred Compensation Plan of ConocoPhillips—Title II.

ConocoPhillips 2022 10-K

10.20.4* Second Amendment to the Key Employee Deferred Compensation Plan of ConocoPhillips—Title II.

10.21.1 Amendment and Restatement of ConocoPhillips Key Employee Change in Control Severance Plan, effective January 1, 2014.

10.21 10-K 001-32395

10.21.2 Amendment and Restatement of ConocoPhillips Key Employee Change in Control Severance Plan, effective December 2, 2021.

10.20.1 10-K 001-32395

10.22 Form of Non-Employee Director Restricted Stock Units Terms and Conditions, as part of the Deferred Compensation Plan for Non-Employee Directors of ConocoPhillips, dated January 15, 2016.

10.3 10-Q 001-32395

10.23 Deferred Compensation Plan for Non-Employee Directors of ConocoPhillips.

10.17 10-K 001-32395

10.24.1 ConocoPhillips Directors’ Charitable Gift Program.

10.40 10-K 000-49987

10.24.2 First and Second Amendments to the ConocoPhillips Directors’ Charitable Gift Program.

10 10-Q 001-32395

10.25 Amended and Restated 409A Annex to Nonqualified Deferred Compensation Arrangements of ConocoPhillips, dated January 1, 2020.

10.27 10-K 001-32395

10.26 ConocoPhillips Clawback Policy dated October 3, 2012.

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 March 18, 2016.

Company Retirement Contribution Make-Up Plan of ConocoPhillips, dated

December 28, 2018.

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 September 23, 2019.

ConocoPhillips Executive Restricted Stock Unit Program, dated February 11,

ConocoPhillips

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.

Form of Inducement Grant Award Agreement under the 2014 Omnibus Stock

and Performance Incentive Plan of ConocoPhillips, dated January 15, 2021.

10.3 10-Q 001-32395

10.27 Amendment and Restatement of ConocoPhillips Executive Severance Plan, dated December 2, 2021.

10.47 10-K 001-32395

10.28 Amendment and Restatement of the Burlington Resources Inc.

Management Supplemental Benefits Plan, dated April 19, 2012.

10.9 10-Q 001-32395

10.29 Purchase and Sale Agreement, dated as of September 20, 2021, by and between Shell Enterprises LLC and ConocoPhillips.

10.1 10-Q 001-32395

10.30 Compensation Resolutions regarding Matthew J.

Fox, dated April 8, 2021.

Form of Aircraft Time Sharing Agreement by and between certain executives

and ConocoPhillips dated June 21, 2021.

Purchase and Sale Agreement, dated as of September 20, 2021, by and

between Shell Enterprises LLC and ConocoPhillips.

Amendment and Restatement of ConocoPhillips Executive Severance Plan,

dated December 2, 2021.

10.1 10-Q 001-32395

10.31 Form of Aircraft Time Sharing Agreement by and between certain executives and ConocoPhillips dated June 21, 2021.

10.2 10-Q 001-32395

10.32 Letter agreement with Timothy A.

Leach, dated April 28, 2022.

10.1 10-Q 001-32395

ConocoPhillips 2022 10-K

21* List of Subsidiaries of ConocoPhillips.

2 unchanged sentences

23.2* Consent of DeGolyer and MacNaughton.

Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the

Securities Exchange Act of 1934.

Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the

Securities Exchange Act of 1934.

31.1* Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

31.2* Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

32* Certifications pursuant to 18 U.S.C.

1 unchanged sentence

99* Report of DeGolyer and MacNaughton.

Inline XBRL Instance Document.

Inline XBRL Schema Document.

Inline XBRL Calculation Linkbase Document.

Inline XBRL Definition Linkbase Document.

Inline XBRL Labels Linkbase Document.

Inline XBRL Presentation Linkbase Document.

Cover Page Interactive

Data File (formatted

as Inline XBRL and contained in

Exhibit 101).

101.INS* Inline XBRL Instance Document.

101.SCH* Inline XBRL Schema Document.

101.CAL* Inline XBRL Calculation Linkbase Document.

101.DEF* Inline XBRL Definition Linkbase Document.

101.LAB* Inline XBRL Labels Linkbase Document.

101.PRE* Inline XBRL Presentation Linkbase Document.

104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Filed herewith.

† The schedules to this exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K.

ConocoPhillips agrees to furnish

a copy of any schedule omitted from this exhibit to the SEC upon request.

‡ ConocoPhillips has previously been granted confidential treatment for certain portions

of this exhibit pursuant to Rule 24b-2

under the Securities Exchange Act of 1934, as amended.

ConocoPhillips

Pursuant to the requirements

of Section 13 or 15(d) of the Securities Exchange Act of 1934,

the registrant has duly

caused this report to be signed on its behalf by the

undersigned, thereunto duly authorized.

ConocoPhillips agrees to furnish a copy of any schedule omitted from this exhibit to the SEC upon request.

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

ConocoPhillips 2022 10-K

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

CONOCOPHILLIPS

February 17, 2022

Chairman of the Board of Directors

and Chief Executive Officer

Pursuant to the requirements

of the Securities Exchange Act of 1934, this report

has been signed, as of February

17, 2022, on behalf of the registrant

by the following officers in the capacity

indicated and by a majority of

February 16, 2023 /s/ Ryan M.

Chairman of the Board of Directors

and Chief Executive Officer

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

Signature Title

Lance Chairman of the Board of Directors

Lance and Chief Executive Officer

(Principal executive officer)

3 unchanged sentences

(Principal financial officer)

/s/ Kontessa S.

Chief Accounting Officer

/s/ Christopher P.

Delk Vice President, Controller

Christopher P.

Delk and General Tax Counsel

(Principal accounting officer)

ConocoPhillips

/s/ Charles E.

ConocoPhillips 2022 10-K

/s/ Dennis V.

Arriola Director

/s/ Caroline M.

/s/ Gay Huey Evans

Devine Director

/s/ Gay Huey Evans Director

Gay Huey Evans

/s/ Jody Freeman

/s/ Jody Freeman Director

/s/ Jeffrey A.

Joerres Director

/s/ Timothy A.

Leach Director

/s/ William H.

/s/ Sharmila Mulligan

McRaven Director

/s/ Sharmila Mulligan Director

Sharmila Mulligan

Mullins Director

Murti Director

/s/ Robert A.

Niblock Director

Seaton Director

Walker Director

ConocoPhillips 2022 10-K

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures