CONOCOPHILLIPS 10-K

Item 9A. 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 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, 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 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, 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 reporting. Management’s Annual Report on Internal Control Over Financial Reporting This report is included in Item 8 on page 75 and is incorporated herein by reference. Report of Independent Registered Public Accounting Firm This report is included in Item 8 on page 76 and is incorporated herein by reference. Item 9B. Other Information None. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. Table of Contents 179 ConocoPhillips 2021 10-K Part III Item 10. Directors, Executive Officers and Corporate Governance Information regarding our executive officers appears in Part I of this report on page 30. 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 2022 Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A on or before April 30, 2022, and is incorporated herein by reference.* Item 11. 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.* Item 12. 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.* Item 13. 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 2022 Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A on or before April 30, 2022, and is incorporated herein by reference.* Item 14. 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.* _________________________ *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. Table of Contents ConocoPhillips 2021 10-K 180 Part IV Item 15. Exhibits, Financial Statement Schedules (a) 1. Financial Statements and Supplementary Data The financial statements and supplementary information listed in the Index to Financial Statements, which appears on page 74 , are filed as part of this annual report. 2. 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. 3. Exhibits The exhibits listed in the Index to Exhibits, which appears on pages 181 through 185, are filed as part of this annual report. Table of Contents 181 ConocoPhillips 2021 10-K ConocoPhillips Index to Exhibits Incorporated by Reference Exhibit No. 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. 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. 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 1986 Stock Plan of Phillips Petroleum Company. 10.11 10-K 004-49987 10.2 1990 Stock Plan of Phillips Petroleum Company. 10.12 10-K 004-49987 10.5 Amendment and Restatement of ConocoPhillips Supplemental Executive Retirement Plan, dated April 19, 2012. 10.14 10-Q 001-32395 10.7 Omnibus Securities Plan of Phillips Petroleum Company. 10.19 10-K 004-49987 10.10.1 Amended and Restated ConocoPhillips Key Employee Supplemental Retirement Plan, dated January 1, 2020. 10.10.1 10-K 001-32395 10.10.2 Eighth Amendment to Retirement Plans as amended and restated effective January 1, 2016. 10.1 10-Q 001-32395 Table of Contents ConocoPhillips 2021 10-K 182 10.11.1 Amended and Restated Defined Contribution Make-Up Plan of ConocoPhillips—Title I, dated January 1, 2020. 10.11.1 10-K 001-32395 10.11.2 Amended and Restated Defined Contribution Make-Up Plan of ConocoPhillips—Title II, dated January 1, 2020. 10.11.2 10-K 001-32395 10.12 2002 Omnibus Securities Plan of Phillips Petroleum Company. 10.26 10-K 000-49987 10.15 Deferred Compensation Plan for Non-Employee Directors of ConocoPhillips. 10.17 10-K 001-32395 10.16.1 Rabbi Trust Agreement dated December 17, 1999. 10.11 10-K 001-14521 10.16.2 Amendment to Rabbi Trust Agreement dated February 25, 2002. 10.39.1 10-K 000-49987 10.16.3 Phillips Petroleum Company Grantor Trust Agreement, dated June 1, 1998. 10.17.3 10-K 001-32395 10.16.4 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 10.16.5 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 10.16.6 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 10.16.7 Fourth Amendment to the Trust Agreement under the ConocoPhillips Company Grantor Trust Agreement, dated May 1, 2012. 10.17.7 10-K 001-32395 10.16.8 Fifth Amendment to the Trust Agreement under the ConocoPhillips Company Grantor Trust Agreement, dated May 20, 2015. 10.17.8 10-K 001-32395 10.17.1 ConocoPhillips Directors’ Charitable Gift Program. 10.40 10-K 000-49987 10.17.2 First and Second Amendments to the ConocoPhillips Directors’ Charitable Gift Program. 10 10-Q 001-32395 10.19.1 Amended and Restated Key Employee Deferred Compensation Plan of ConocoPhillips—Title I, dated January 1, 2020. 10.19.1 10-K 001-32395 10.19.2 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 Amendment and Restatement of ConocoPhillips Key Employee Change in Control Severance Plan, effective January 1, 2014. 10.21 10-K 001-32395 10.20.1* Amendment and Restatement of ConocoPhillips Key Employee Change in Control Severance Plan, effective December 2, 2021. 10.22.1 2004 Omnibus Stock and Performance Incentive Plan of ConocoPhillips. Schedule 14A Proxy 000-49987 10.22.2 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. 10.26 10-K 001-32395 10.22.3 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 10.23 Omnibus Amendments to certain ConocoPhillips employee benefit plans, adopted December 7, 2007. 10.30 10-K 001-32395 Table of Contents 183 ConocoPhillips 2021 10-K 10.24 2009 Omnibus Stock and Performance Incentive Plan of ConocoPhillips. Schedule 14A Proxy 001-32395 10.25.1 2011 Omnibus Stock and Performance Incentive Plan of ConocoPhillips. Schedule 14A Proxy 001-32395 10.25.2 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 10.25.4 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 10.25.7 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 10.25.8 Form of Make-Up Grant Award Agreement under the 2011 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated January 1, 2012. 10.2 10-Q 001-32395 10.25.9 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 10.25.10 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 10.25.12 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 10.25.14 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 10.25.17 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 10.25.18 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 10.26.1 2014 Omnibus Stock and Performance Incentive Plan of ConocoPhillips. 10.1 8-K 001-32395 10.26.4 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 10.26.7 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 Table of Contents ConocoPhillips 2021 10-K 184 10.26.11 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. 10.27.12 10-K 001-32395 10.26.13 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, 2018. 10.27.14 10-K 001-32395 10.26.14 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. 10.27.15 10-K 001-32395 10.26.15 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 10.27 Amended and Restated 409A Annex to Nonqualified Deferred Compensation Arrangements of ConocoPhillips, dated January 1, 2020. 10.27 10-K 001-32395 10.29 Amendment and Restatement of the Burlington Resources Inc. Management Supplemental Benefits Plan, dated April 19, 2012. 10.9 10-Q 001-32395 10.30.1 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 10.30.2 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 10.31 Indemnification and Release Agreement between ConocoPhillips and Phillips 66, dated April 26, 2012. 10.1 8-K 001-32395 10.32 Intellectual Property Assignment and License Agreement between ConocoPhillips and Phillips 66, dated April 26, 2012. 10.2 8-K 001-32395 10.33 Tax Sharing Agreement between ConocoPhillips and Phillips 66, dated April 26, 2012. 10.3 8-K 001-32395 10.34 Employee Matters Agreement between ConocoPhillips and Phillips 66, dated April 12, 2012. 10.4 8-K 001-32395 10.36 ConocoPhillips Clawback Policy dated October 3, 2012. 10.3 10-Q 001-32395 10.37 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. 10.1 8-K 001-32395 10.38 Company Retirement Contribution Make-Up Plan of ConocoPhillips, dated December 28, 2018. 10.39 10-K 001-32395 10.40 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 10.41 ConocoPhillips Executive Restricted Stock Unit Program, dated February 11, 2020. 10.1 10-Q 001-32395 Table of Contents 185 ConocoPhillips 2021 10-K 10.42 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 10.43 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 10.44 Compensation Resolutions regarding Matthew J. Fox, dated April 8, 2021. 10.1 10-Q 001-32395 10.45 Form of Aircraft Time Sharing Agreement by and between certain executives and ConocoPhillips dated June 21, 2021. 10.2 10-Q 001-32395 10.46 Purchase and Sale Agreement, dated as of September 20, 2021, by and between Shell Enterprises LLC and ConocoPhillips. 10.1 10-Q 001-32395 10.47* Amendment and Restatement of ConocoPhillips Executive Severance Plan, dated December 2, 2021. 21* List of Subsidiaries of ConocoPhillips. 22* Subsidiary Guarantors of Guaranteed Securities. 23.1* Consent of Ernst & Young LLP. 23.2* Consent of DeGolyer and MacNaughton. 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. Section 1350. 99* Report of DeGolyer and MacNaughton. 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 2021 10-K 186 Signature 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 /s/ Ryan M. Lance Ryan M. Lance 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 directors. Signature Title /s/ Ryan M. Lance Chairman of the Board of Directors Ryan M. Lance and Chief Executive Officer (Principal executive officer) /s/ William L. Bullock, Jr. Executive Vice President and William L. Bullock, Jr. Chief Financial Officer (Principal financial officer) /s/ Kontessa S. Haynes-Welsh Chief Accounting Officer Kontessa S. Haynes-Welsh (Principal accounting officer) 187 ConocoPhillips 2021 10-K /s/ Charles E. Bunch Director Charles E. Bunch /s/ Caroline M. Devine Director Caroline M. Devine /s/ Gay Huey Evans Director Gay Huey Evans /s/ John V. Faraci Director John V. Faraci /s/ Jody Freeman Director Jody Freeman /s/ Jeffrey A. Joerres Director Jeffrey A. Joerres /s/ Timothy A. Leach Director Timothy A. Leach /s/ William H. McRaven Director William H. McRaven /s/ Sharmila Mulligan Director Sharmila Mulligan /s/ Eric D. Mullins Director Eric D. Mullins /s/ Arjun N. Murti Director Arjun N. Murti /s/ Robert A. Niblock Director Robert A. Niblock /s/ David T. Seaton Director David T. Seaton /s/ R.A. Walker Director R.A. Walker