3 unchanged sentences
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, 2023.
−Removed: 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.
+Added: In the third quarter of 2023, we began a multi-year implementation of an updated global enterprise resource planning system (ERP).
+Added: As a result, we have made corresponding changes to our business processes and information systems, updating applicable internal controls over financial reporting where necessary.
+Added: As the phased implementation of the ERP system progresses, we expect to continue to modify or change certain processes and procedures which may result in further changes to our internal controls over financial reporting.
+Added: There have been no other changes in our internal control over financial reporting, as defined in Rule 13a-15(f) of the Act, in the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Management’s Annual Report on Internal Control Over Financial Reporting
3 unchanged sentences
Other Information
+Added: Insider Trading Arrangements
+Added: During the three-month period ended December 31, 2023, no officer or director of the company adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
48 unchanged sentences
3.4 10-K 001-32395
+Added: 3.5 Second Amended and Restated Bylaws, dated May 16, 2023
+Added: 3.1 10-Q 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.
10 unchanged sentences
10.4 8-K 001-32395
−Removed: 10.5.1 Rabbi Trust Agreement dated December 17, 1999.
−Removed: 10.11 10-K 001-14521
−Removed: 10.5.2 Amendment to Rabbi Trust Agreement dated February 25, 2002.
−Removed: 10.39.1 10-K 000-49987
10.5.1 Phillips Petroleum Company Grantor Trust Agreement, dated June 1, 1998.
2 unchanged sentences
10.17.4 10-K 001-32395
−Removed: ConocoPhillips 2022 10-K
10.5.3 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
+Added: ConocoPhillips 2023 10-K
10.5.4 Third Amendment to the Trust Agreement under the Phillips Petroleum Company Grantor Trust Agreement, dated October 5, 2006.
8 unchanged sentences
10.2 10-Q 001-32395
−Removed: 10.8 1986 Stock Plan of Phillips Petroleum Company.
−Removed: 10.11 10-K 004-49987
−Removed: 10.9 1990 Stock Plan of Phillips Petroleum Company.
−Removed: 10.12 10-K 004-49987
10.7 Omnibus Securities Plan of Phillips Petroleum Company.
12 unchanged sentences
Schedule 14A Proxy 001-32395
−Removed: 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.
−Removed: 10 10-Q 001-32395
10.12.2 Form of Performance Share Unit Agreement under the Restricted Stock Program under the 2011 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated February 5, 2013.
8 unchanged sentences
10.5 10-Q 001-32395
−Removed: ConocoPhillips 2022 10-K
−Removed: 10.15.8 Form of Inducement Grant Award Agreement under the 2011 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated March 31, 2014.
−Removed: 10.11 10-Q 001-32395
10.13.1 2014 Omnibus Stock and Performance Incentive Plan of ConocoPhillips.
4 unchanged sentences
10.26.24 10-K 001-32395
+Added: ConocoPhillips 2023 10-K
10.13.4 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
−Removed: 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.
−Removed: 10.27.16 10-K 001-32395
−Removed: 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.
−Removed: 10.1 10-Q 001-32395
−Removed: 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.
−Removed: 10.1 10-Q 001-32395
−Removed: 10.16.8 Form of Inducement Grant Award Agreement under the 2014 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated January 15, 2021.
−Removed: 10.3 10-Q 001-32395
−Removed: 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.
−Removed: 10.1 10-Q 001-32395
−Removed: 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.
+Added: 10.13.5 Form of Executive Restricted Stock Unit 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 11, 2020.
10.1 10-Q 001-32395
+Added: 10.14 2023 Omnibus Stock and Performance Incentive Plan of ConocoPhillips
+Added: 10.1 8-K 001-32395
10.15 Amended and Restated ConocoPhillips Key Employee Supplemental Retirement Plan, dated January 1, 2020.
3 unchanged sentences
10.16.2* Amended and Restated Defined Contribution Make-Up Plan of ConocoPhillips—Title II, dated January 1, 2024.
−Removed: 10.11.2 10-K 001-32395
−Removed: 10.19 Company Retirement Contribution Make-Up Plan of ConocoPhillips, dated December 28, 2018.
−Removed: 10.39 10-K 001-32395
+Added: 10.17* Amended and Restated Company Retirement Contribution Make-Up Plan of ConocoPhillips, dated January 1, 2024.
10.18.1 Amended and Restated Key Employee Deferred Compensation Plan of ConocoPhillips—Title I, dated January 1, 2020.
1 unchanged sentence
10.18.2* Amended and Restated Key Employee Deferred Compensation Plan of ConocoPhillips—Title II, dated January 1, 2024.
−Removed: 10.19.2 10-K 001-32395
−Removed: 10.20.3* First Amendment to the Key Employee Deferred Compensation Plan of ConocoPhillips—Title II.
−Removed: ConocoPhillips 2022 10-K
−Removed: 10.20.4* Second Amendment to the Key Employee Deferred Compensation Plan of ConocoPhillips—Title II.
10.19.1 Amendment and Restatement of ConocoPhillips Key Employee Change in Control Severance Plan, effective January 1, 2014.
12 unchanged sentences
10.27 10-K 001-32395
−Removed: 10.26 ConocoPhillips Clawback Policy dated October 3, 2012.
−Removed: 10.3 10-Q 001-32395
10.24 Amendment and Restatement of ConocoPhillips Executive Severance Plan, dated December 2, 2021.
5 unchanged sentences
10.1 10-Q 001-32395
−Removed: 10.30 Compensation Resolutions regarding Matthew J.
−Removed: Fox, dated April 8, 2021.
−Removed: 10.1 10-Q 001-32395
10.27 Form of Aircraft Time Sharing Agreement by and between certain executives and ConocoPhillips dated June 21, 2021.
3 unchanged sentences
10.1 10-Q 001-32395
+Added: 10.29* Form of Aircraft Time Sharing Agreement by and between certain executives and ConocoPhillips dated November 14, 2023.
ConocoPhillips 2023 10-K
7 unchanged sentences
Section 1350.
+Added: 97.1 ConocoPhillips Clawback Policy dated October 3, 2012.
+Added: 97.2* ConocoPhillips Clawback Policy effective October 2, 2023.
99* Report of DeGolyer and MacNaughton.
7 unchanged sentences
* Filed herewith.
+Added: **Furnished herewith.
† The schedules to this exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K.
24 unchanged sentences
Arriola Director
−Removed: /s/ Caroline M.
−Removed: Devine Director
/s/ Gay Huey Evans Director
Gay Huey Evans
−Removed: /s/ Jody Freeman Director
/s/ Jeffrey A.
14 unchanged sentences
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.