Legal Proceedings

We are a defendant

in a number of legal and administrative

proceedings arising in the ordinary course

of business,

including those involving governmental

authorities under federal, state

and local laws regulating the discharge

materials into the environment.

While it is not possible to accurately predict

the final outcome of these pending

proceedings, if any one or more of such proceedings

were to be decided adversely to

ConocoPhillips, we expect

there would be no material effect

on our consolidated financial position.

See

Note 11

for a description of such

legal and administrative

proceedings.

Item 4.

Mine Safety Disclosures

Not applicable.

Information about our Executive

Officers

Name

Position Held

Age*

William L. Bullock, Jr.

Executive Vice President and Chief

Financial Officer

Kontessa S. Haynes-Welsh

Chief Accounting Officer

Ryan M. Lance

Chairman of the Board of Directors

and Chief Executive Officer

Timothy A. Leach

Executive Vice President, Lower

Andrew D. Lundquist

Senior Vice President, Government Affairs

Dominic E. Macklon

Executive Vice President, Strategy,

Sustainability and Technology

Nicholas G. Olds

Executive Vice President, Global

Operations

Kelly B. Rose

Senior Vice President, Legal, General

Counsel

Heather G. Sirdashney

Vice President, Human Resources

and Real Estate and Facilities

Services

*On February 17, 2022.

There are no family relationships

among any of the officers named above.

Each officer of the company is elected

by the Board of Directors at

its first meeting after the Annual Meeting of Stockholders

and thereafter as

appropriate.

Each officer of the company holds

office from the date of election until the first

meeting of the

directors held after the next Annual

Meeting of Stockholders or until a successor

is elected.

The date of the next

annual meeting is May 10, 2022.

Set forth below is information

about the executive officers.

William L. Bullock, Jr.

was appointed Executive

Vice President and Chief Financial Officer as

of September 2020,

having previously served as President,

Asia Pacific & Middle East since April 2015.

Prior to that, he was Vice

President, Corporate Planning

& Development since May 2012.

Table of Contents

ConocoPhillips

2021 10-K

Kontessa S. Haynes-Welsh

was appointed Chief Accounting

Officer in March 2021, having previously

served as

Assistant Controller since

January 2020.

Prior to that, she was Manager,

Strategy,

Planning and Portfolio

Management from June 2018 to December 2019.

She became Manager,

Finance & Performance Analysis in

September 2016 and served in that role until

May 2018.

Ms. Haynes-Welsh previously

held the position of

Director,

Lower 48 Strategy & Portfolio

Management from February 2016 to

September 2016.

Ryan M. Lance

was appointed Chairman of the Board of Directors

and Chief Executive Officer in May

2012, having

previously served as Senior Vice President, Exploration

and Production-International since May

Timothy A. Leach

was appointed Executive

Vice President, Lower 48 in January 2021.

Prior to joining

ConocoPhillips, Mr.

Leach served as Chairman and Chief Executive Officer

of Concho Resources Inc., from

its

formation in February 2006, until its

acquisition by ConocoPhillips in January 2021.

Andrew D. Lundquist

was appointed Senior Vice President, Government

Affairs in February 2013.

Prior to that, he

served as managing partner of BlueWater

Strategies LLC, since 2002.

Dominic E. Macklon

was appointed Executive Vice President,

Strategy,

Sustainability and Tec

hnology in September

2021, having previously served as Senior Vice President,

Strategy,

Exploration and Technology

since August 2020.

Prior to that, he served as President, Lower

48 from June 2018 to August 2020, Vice President,

Corporate Planning

& Development from January 2017 to June 2018, and

President, U.K. from September

2015 to January 2017.

Mr.

Macklon previously served as Senior Vice President,

Oil Sands in Canada from July 2012 to September 2015.

Nicholas G. Olds

was appointed Executive

Vice President, Global Operations as

of August 2021,

having previously served as Senior Vice President,

Global Operations since August

Prior to that, he served as

Vice President, Corporate Planning

& Development from June 2018 to August

2020, Vice President, Mid-Continent

Business Unit, Lower 48 from September 2016 to

June 2018, and Vice President, North Slope Operations

and

Development in Alaska from August

2012 to September 2016.

Kelly B. Rose

was appointed Senior Vice President,

Legal, General Counsel in September

Prior to that, she

was a senior partner in the Houston office of an international

law firm, Baker Botts L.L.P.,

where she counseled

clients on corporate and securities matters.

She began her career at the firm in 1991.

Heather G. Sirdashney

was appointed Vice President, Human

Resources and Real Estate

and Facilities Services in

March 2021, having previously

served as Vice President, Human Resources from

January 2019.

Prior to that, she

served in other leadership roles including Human

Resources General Manager,

Human Resources Business Partner

Manager,

Lower 48, and Director of Human Resources

Shared Services.

Table of Contents

ConocoPhillips

2021 10-K

Part II

Item 5.

Market for Registrant's

Common Equity, Related

Stockholder

Matters and Issuer Purchases of Equity Securities

ConocoPhillips' common stock is traded

on the New York Stock

Exchange, under the symbol "COP."

Cash Dividends Per Share

Dividends

2021

2020

First

0.430

0.420

Second

0.430

0.420

Third

0.430

0.420

Fourth

0.460

0.430

Number of Stockholders of Record

at January 31, 2022*

38,099

*In determining the number of stockholders, we consider clearing agencies and security position

listings as one stockholder for each agency

listing.

In December 2021, we announced the addition of a VROC tier to our return

of capital program.

The declaration of

ordinary and VROC dividends are subject to

the discretion and approval of our Board

of Directors.

The Board has

adopted a dividend declaration policy

providing that the declaration of any

dividends will be determined quarterly.

For more information on factors

considered when determining the level of these

distributions

see "Item 1A-Risk

Factors - Our ability to execute our capital return program is subject to certain considerations."

Issuer Purchases of Equity Securities

Millions of Dollars

Approximate Dollar

Shares Purchased

Value of Shares

Average

as Part of Publicly

that May Yet

Total

Number of

Price Paid

Announced Plans

Purchased Under the

Period

Shares Purchased

Per Share

or Programs

Plans or Programs

October 1-31, 2021

6,100,833

73.36

6,100,833

11,811

November 1-30, 2021

6,367,204

73.42

6,367,204

11,344

December 1-31, 2021

6,751,987

71.65

6,751,987

10,860

19,220,024

There were no repurchases of common stock from company employees in connection with the company's broad-based employee incentive

plans.

In late 2016, we initiated our current

share repurchase program,

which has a current total program

authorization

of $25 billion of our common stock.

As of December 31, 2021, we had repurchased $14.1 billion

of shares.

Repurchases are made at management's

discretion, at prevailing

prices, subject to market conditions

and other

factors.

Except as limited by applicable legal

requirements, repurchases

may be increased, decreased or

discontinued at any time without prior notice.

Shares of stock repurchased under

the plan are held as treasury

shares.

For more information

see "Item 1A-Risk Factors - Our ability to execute our capital return program is

subject to certain considerations."

ConocoPhillips

2021 10-K

Stock Performance Graph

The following graph shows the cumulative

TSR for ConocoPhillips' common stock

in each of the five years from

December 31, 2016 to December 31, 2021.

The graph also compares the cumulative

total returns for the

same

five-year period with the S&P 500 Index and our

performance peer group consisting

of Chevron, ExxonMobil,

Apache, Marathon Oil Corporation,

Devon, Occidental, Hess, and EOG weighted

according to the respective peer's

stock market capitalization

at the beginning of each annual period.

The comparison assumes $100 was invested

on December 31, 2016, in ConocoPhillips stock, the S&P 500 Index

and ConocoPhillips' peer group and assumes that

all dividends were reinvested.

The cumulative total returns

the peer group companies' common stock

do not include the cumulative total return

of ConocoPhillips' common

stock.

The stock price performance included in this graph

is not necessarily indicative of future stock

price

performance.

Management's Discussion and Analysis

ConocoPhillips

2021 10-K