Item 5.02 DEPARTURE OF DIRECTOR OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;


          APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
          OFFICERS

On May 14, 2020, Don E. Wallette, Jr. announced his decision to retire as executive vice president and chief financial officer of ConocoPhillips. Mr. Wallette will remain in his position as executive vice president and chief financial officer until August 31, 2020.

In connection with Mr. Wallette's retirement, at a meeting held on May 18, 2020, the Board of Directors of ConocoPhillips appointedWilliam L. Bullock, Jr., currently President, Asia Pacific & Middle East, to serve as executive vice president and chief financial officer, effective September 1, 2020, to succeed Mr. Wallette. The press release issued by ConocoPhillips on May 20, 2020 announcing these changes is filed as Exhibit 99.1 hereto and incorporated herein by reference.

The information regarding Mr. Bullock required under Items 401(b), (d) and (e) of Regulation S-K is included under "Information About our Executive Officers" on page 29 of ConocoPhillips' Annual Report on Form 10-K for the year ending December 31, 2019, as filed with the Securities and Exchange Commission (the "SEC") on February 18, 2020, and is incorporated herein by reference. There are no arrangements or understandings pursuant to which Mr. Bullock was selected for his position. The information regarding Mr. Bullock required under Item 404(a) of Regulation S-K is included under "Related Party Transactions" on page 22 of ConocoPhillips' Proxy Statement relating to its 2020 Annual Meeting of Stockholders (the "Proxy Statement"), as filed with the SEC on March 30, 2020, and is incorporated herein by reference. There have been no additional related party transactions involving Mr. Bullock (or any of his immediate family members) during the period since December 31, 2019.

Mr. Bullock will participate in the compensation programs described under "Compensation Discussion and Analysis" beginning on page 51 of the Proxy Statement, which description is incorporated herein by reference.

Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS






(d) Exhibits:



Exhibit No.                               Description
  99.1          Press Release issued by ConocoPhillips on May 20, 2020
104           Cover Page Interactive Data File (formatted as Inline XBRL and filed
              herewith).

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