MANAGEMENT'S DISCUSSION AND



ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

Management's

Discussion and Analysis is the company's analysis of its financial performance and of significant trends that may affect future performance.

It should be read in conjunction with the financial statements and notes, and supplemental oil

and gas disclosures included elsewhere in this report.



It contains
forward-looking statements including, without limitation, statements

relating to the company's

plans,

strategies, objectives, expectations and intentions

that are made pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of

1995.



The words "anticipate," "estimate," "believe,"
"budget," "continue," "could," "intend," "may," "plan," "potential,"

"predict," "seek," "should," "will,"
"would," "expect," "objective," "projection," "forecast," "goal," "guidance,"

"outlook," "effort," "target"
and similar expressions identify forward-looking statements.

The company does not undertake to update,
revise or correct any of the forward-looking information unless required to do
so under the federal securities
laws.

Readers are cautioned that such forward-looking statements should be read in conjunction with



the
company's

disclosures under the heading: "CAUTIONARY STATEMENT FOR THE PURPOSES OF THE 'SAFE HARBOR' PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995," beginning on page


  70.


The terms "earnings" and "loss" as used in Management's Discussion and Analysis refer to net income (loss) attributable to ConocoPhillips.

BUSINESS ENVIRONMENT AND EXECUTIVE

OVERVIEW

ConocoPhillips is an independent E&P company

with operations and activities in 17 countries.



Our diverse,
low cost of supply portfolio includes resource-rich

unconventional plays in North America;

conventional

assets in North America, Europe, Asia and

Australia; LNG developments; oil sands in

Canada; and an
inventory of global conventional and unconventional

exploration prospects.



Headquartered in Houston, Texas,
at December 31, 2019, we employed approximately

10,400 people worldwide and had total



assets of

$71 billion.


Overview

Global oil prices continued

to be volatile in 2019.

Optimism about worldwide economic growth during

the

first quarter turned to pessimism in the second quarter

as trade disputes dampened growth forecasts.



At the
end of the second quarter, geopolitical tensions in the Middle East,

threatening the safe passage of supertankers
carrying crude oil through the Persian Gulf, revived

oil prices.



Worldwide economic growth concerns returned
in the third quarter to depress prices, only to be

reversed again by geopolitical tensions in the

Middle East, as
oilfield infrastructure in Saudi Arabia was attacked,

temporarily disrupting approximately



five percent of the
world's oil supply.

Production was restored relatively quickly, and prices settled in the fourth



quarter.

Brent
crude averaged $64

per barrel in 2019, down nine percent

from the prior year.



Our business strategy
anticipates prices will remain volatile and is designed

to be resilient in lower price environments, while retaining upside during periods of higher prices.

Portfolio diversification and optimization, a strong

balance

sheet and disciplined capital investment have positioned



our company to navigate through volatile energy
cycles.

Our value proposition principles, namely, to focus on financial returns, maintain



a strong balance sheet, deliver
compelling returns of capital,

and expand cash flow through disciplined capital



investments, are being
executed in accordance with our priorities for

allocating cash flows from the business.



These priorities are:
invest capital to sustain

production and pay our existing dividend;



grow our existing dividend; maintain debt at
a level we believe is sufficient to maintain a strong investment

grade credit rating through price cycles; allocate greater than 30 percent of our net cash provided

by operating activities to share repurchases



and dividends;
and, invest capital in a disciplined fashion to grow

our cash from operations.



We believe our commitment to
our value proposition, as evidenced by the results

discussed below, positions us for success in an environment of price uncertainty and ongoing volatility.

36

In 2019, we successfully delivered on our priorities.

We achieved production growth of five percent on a total BOE basis compared with the prior year, with higher value oil

volumes growing eight percent.



Cash provided
by operating activities of $11.1 billion exceeded capital expenditures

and

investments of $6.6 billion.

After

repurchasing $3.5 billion of our common stock

and paying $1.5 billion of dividends to shareholders,



we ended
the year with cash, cash equivalents and restricted

cash totaling $5.4 billion and $3.0 billion



of short-term
investments.

In October, we announced an increase to our quarterly dividend



of 38 percent to $0.42 per share
and announced planned 2020 share buybacks of

$3 billion.

In February 2020, we announced 2020 operating

plan capital of $6.5 billion to $6.7 billion.



The plan includes
funding for ongoing development drilling

programs, major projects, exploration and appraisal



activities, as
well as base maintenance.

Capital spend is expected to be higher in the first



quarter largely from winter
construction and exploration and appraisal drilling

in Alaska.



This guidance does not include capital for
acquisitions.

Key Operating and Financial Summary

Significant items

during 2019 included the following:



?

Net cash provided by operating activities was $11.1 billion and exceeded capital


expenditures and
investments of $6.6 billion.

?

Repurchased $3.5 billion of shares and paid $1.5 billion in dividends,



representing 45 percent of net cash
provided by operating activities.
?

Increased the quarterly dividend by 38 percent to $0.42 per share



.
?

Achieved 100 percent total reserve replacement and 117



percent organic replacement.
?

Underlying production, which excludes Libya and the net volume impact



from closed dispositions and
acquisitions of 51 MBOED in 2019 and 47 MBOED in 2018, grew 5 percent

.
?

Increased production from the Lower 48 Big 3 unconventionals-Eagle



Ford, Bakken and Permian
Unconventional-by 22 percent year-over-year.
?

Executed successful Alaska appraisal program; conducted appraisal drilling



and commissioned
infrastructure at Montney in Canada.
?

Completed Lower 48, Alaska and Argentina acquisitions;



awarded a 20-year extension of the Indonesia
Corridor Block PSC, with new terms.
?

Generated $3 billion in disposition proceeds; entered into agreements to

sell Australia-West



assets for $1.4
billion and Niobrara for $0.4 billion, both subject to customary closing

adjustments, as well as regulatory
and other approvals.
?

Reduced asset retirement obligations and accrued environmental costs by $2.3



billion, primarily due to
closed and pending dispositions.

?

Ended the year with cash, cash equivalents and restricted cash totaling $



5.4 billion and short-term
investments of $3.0 billion.
?

Recognized a $296 million after-tax impairment related

to the sale of our Niobrara interests in the Lower 48 segment. ?

Discontinued exploration activities in the Central Louisiana Austin Chalk trend



and recognized $197
million after-tax in leasehold impairment and dry hole expenses.


Operationally, we remain focused on safely executing our operating plan and maintaining



capital and cost
discipline.

Production of 1,348 MBOED increased 5 percent

or 65 MBOED in 2019 compared with 2018.

Production, excluding Libya, of 1,305 MBOED

increased 5 percent or 63 MBOED.



Underlying production,
which excludes Libya and the net volume impact

from closed dispositions and acquisitions



of 51 MBOED in
2019 and 47 MBOED in 2018, is used to measure

our ability to grow production organically.



Our underlying
production grew 5 percent in 2019 to 1,254 MBOED

from 1,195 MBOED in 2018.

On September 30, 2019, we completed the sale of

two ConocoPhillips U.K. subsidiaries to

Chrysaor E&P
Limited for proceeds of $2.2 billion after interest

and customary adjustments.



In 2019, we recorded a $1.7
billion before-tax and $2.1 billion after-tax

gain associated with this transaction.



Together the subsidiaries



37

sold our indirectly held exploration and production

assets in the U.K., including $1.8 billion

of ARO.

Annualized average production associated with the

U.K. assets sold was 50 MBOED in 2019.

Reserves

associated with the U.K. assets sold were 84 MMBOE

at the time of disposition.



Results of operations for the
U.K. are reported within our Europe and North

Africa segment.

In the second quarter of 2019, we completed the sale

of our 30 percent interest in the Greater Sunrise



Fields to
the government of Timor-Leste for $350 million and recognized

an after-tax gain of $52 million.

No

production or reserve impacts were associated

with the sale.

The Greater Sunrise Fields were included in

our

Asia Pacific and Middle East segment.

In October 2019, we entered into an agreement to sell

the subsidiaries that hold our Australia-West assets and operations to Santos for $1.39 billion, plus customary

adjustments, with an effective date of January 1, 2019.

In addition, we will receive a payment of $75 million



upon final investment decision of the Barossa
development project.

These subsidiaries hold our 37.5 percent interest



in the Barossa Project and Caldita
Field, our 56.9 percent interest in the Darwin LNG

Facility and Bayu-Undan Field, our 40 percent



interest in
the Greater Poseidon Fields, and our 50 percent

interest in the Athena Field.



This transaction is expected to be
completed in the first quarter of 2020, subject to regulatory

approvals and the satisfaction of other specific
conditions precedent.

In 2019, production associated with the Australia-West assets to be sold was 48 MBOED.



Year

-end 2019

reserves associated with these assets were 17

MMBOE.



We will retain our 37.5
percent interest in the Australia Pacific LNG project

and operatorship of that project's LNG facility.

Results

of operations for the subsidiaries to be sold are reported

within our Asia Pacific and Middle East segment.

In the fourth quarter of 2019, we signed an agreement

to sell our interests in the Niobrara shale play



for $380
million, plus customary adjustments,

and overriding royalty interests in certain



future wells.

We recorded an
after-tax impairment

of $296 million in the fourth quarter of 2019 to reduce

the carrying value to fair value.

In

2019, production from Niobrara was 11 MBOED.

Year

-end 2019 reserves associated with the



Niobrara assets
to be sold were 14 MMBOE.

This transaction is subject to regulatory approval



and other conditions precedent
and is expected to close in the first quarter

of 2020.

The Niobrara results of operations are reported



within our
Lower 48 segment.

For more information regarding the accounting impacts

of these transactions, see Note 5-Asset Acquisitions and Dispositions,

in the Notes to Consolidated Financial

Statements.

Business Environment

Brent crude oil prices averaged $64 per barrel in 2019,

ranging from a low of $53 per barrel in January



to a
high of almost $75 per barrel in April.

The energy industry has periodically experienced



this type of volatility
due to fluctuating supply-and-demand conditions

and such volatility may persist for the foreseeable

future.

Commodity prices are the most significant

factor impacting our profitability and related reinvestment

of

operating cash flows into our business.

Our strategy is to create value through price cycles



by delivering on
the foundational principles that underpin our value

proposition;



focus on financial returns through cash flow
expansion, maintain balance sheet strength and

deliver peer-leading distributions.

Operational and Financial Factors Affecting

Profitability

The focus areas we believe will drive our success

through the price cycles include:



?

Maintain a relentless focus on safety and environmental

stewardship.



Safety and environmental
stewardship, including the operating integrity

of our assets, remain our highest priorities,



and we are
committed to protecting the health and safety of

everyone who has a role in our operations



and the
communities in which we operate.

We strive to conduct our business with respect and care for both the local and global environment and systematically

manage risk to drive sustainable business growth.

Demonstrating our commitment to sustainability



and environmental stewardship, on November 2017,
we announced our intention to target a 5 to 15 percent reduction

in our GHG emission

intensity by 2030.

In December 2018, we became a founding



member of the Climate Leadership
Council (CLC), an international policy institute

founded in collaboration with business and







38

environmental interests to develop a carbon dividend

plan.



Participation in the CLC provides another
opportunity for ongoing dialogue about carbon

pricing and framing the issues in alignment



with our
public policy principles.

We also belong to and fund Americans For Carbon Dividends, the education and advocacy branch of the CLC.

In early 2019, we issued our first stand-alone



Climate-related Risk
Report and incorporated this into our website

during our annual Sustainability Report update.

Our

sustainability efforts continued through 2019 with a focus



on advancing our action plans for climate
change, biodiversity, water and human rights.

We are committed to building a learning organization using human performance principles as we relentlessly



pursue improved HSE and operational
performance.

?

Focus on financial returns.

This is a core principle of our value proposition.



Our goal is to achieve
strong financial returns by exercising capital

discipline,



controlling our costs, and continually
optimizing our portfolio.

o

Maintain capital allocation discipline.



We participate in a commodity price-driven and
capital-intensive industry, with varying lead times from when an investment

decision is made
to the time an asset is operational and generates cash

flow.



As a result, we must invest
significant capital dollars to explore for new oil

and gas fields, develop newly discovered
fields, maintain existing fields, and construct pipelines

and LNG facilities.



We allocate
capital across a geographically diverse, low cost

of supply resource base, which combined
with legacy assets results in low production decline.

Cost of supply is the WTI equivalent
price that generates a 10 percent after-tax return

on a point-forward and fully burdened basis.

Fully burdened includes capital infrastructure,



foreign exchange, price related inflation and
G&A.

In setting our capital plans, we exercise a rigorous



approach that evaluates projects
using this cost of supply criteria, which should

lead to value maximization and cash flow
expansion using an optimized investment pace,

not production growth for growth's sake.

Additional capital may be allocated toward growth,

but discipline will be maintained.

Our

cash allocation priorities call for the investment



of sufficient capital to sustain production and
pay the existing dividend.

In February 2020, we announced 2020 operating

plan capital of $6.5 billion to $6.7 billion.

The plan includes funding for ongoing development



drilling programs, major projects,
exploration and appraisal activities, as

well as base maintenance.



Capital spend is expected to
be higher in the first quarter largely from winter construction

and exploration and appraisal
drilling in Alaska.

This guidance does not include capital



for acquisitions.

o

Control costs and expenses.

Controlling operating and overhead costs,



without compromising
safety and environmental stewardship, is a high priority.

We monitor these costs using
various methodologies that are reported to senior management

monthly, on both an absolute-
dollar basis and a per-unit basis.

Managing operating and overhead costs is critical

to

maintaining a competitive position in our industry, particularly in a low commodity



price
environment.

The ability to control our operating and overhead



costs impacts our ability to
deliver strong cash from operations.

In 2019, our production and operating expenses

were

two percent higher than 2018, primarily due to costs



associated with higher production
volumes, which grew five percent during the same

period.

o

Optimize our portfolio.

We continue to optimize our asset portfolio to focus on low cost of supply assets that support our strategy.

In 2019, we continued to dispose of or market

certain

non-core assets, including the U.K., Australia-West and our Niobrara assets

in the Lower 48.

Additions to the portfolio were made in the Lower



48 with bolt-on interests and acreage
acquisitions,

in Alaska with the Nuna discovery acreage acquisition,



and internationally with
entrance into Argentina's Neuquén and Austral Basins.

We will continue to evaluate our
assets to determine whether they compete for capital

within our portfolio and will optimize the portfolio as necessary, directing capital towards the most competitive investments.








39
?

Maintain balance sheet strength.

We believe balance sheet strength is critical in a cyclical business such as ours.

Our strong operating performance buffered by a solid



balance sheet enables us to deliver
on our priorities through the price cycles.

Our priorities include execution of our development

plans,

maintaining a growing dividend,

and repurchasing shares on a dollar cost

average basis.



?

Return value to shareholders.

We believe in delivering value to our shareholders via a growing, sustainable dividend supplemented by share repurchases.



In 2019, we paid dividends on our common
stock of approximately $1.5 billion and repurchased

$3.5 billion of our common stock.

Combined,

our dividend and repurchases represented 45 percent

of our net cash provided by operating

activities.

Since we initiated our current share repurchase

program in late 2016, we have repurchased $9.6

billion

of shares.

Additionally, as of December 31, 2019, $5.4 billion of repurchase authority



remained of the
$15 billion share repurchase program our Board

of Directors had authorized.



In February 2020, we
announced that the Board of Directors approved

an increase to our repurchase authorization



from $15
billion to $25 billion, to support our plan for future

share repurchases.



Whether we undertake these
additional repurchases is ultimately subject to numerous

considerations, including market conditions
and other factors.

See Risk Factors "Our ability to declare and



pay dividends and repurchase shares is
subject to certain considerations."

In October 2019, we announced that our Board

of Directors approved an increase to our quarterly dividend of 38 percent to $0.42 per share.



?

Add to our proved reserve base.

We primarily add to our proved reserve base in three ways:



o

Successful exploration, exploitation and development



of new and existing fields.
o

Application of new technologies and processes



to improve recovery from existing fields.
o

Purchases of increased interests in existing

fields and bolt-on acquisitions.

Proved reserve estimates require economic production



based on historical 12-month, first-of-month,
average prices and current costs.

Therefore, our proved reserves generally increase



as prices rise and
decrease as prices decline.

Reserve replacement represents the net change in



proved reserves, net of
production, divided by our current year production,

as shown in our supplemental reserve table
disclosures.

In 2019, our reserve replacement, which included



a net decrease of 0.1 billion BOE from
sales and purchases, was 100 percent.

Increased crude oil reserves accounted for approximately

55

percent of the total change in reserves. Our organic reserve



replacement, which excludes the impact of
sales and purchases, was 117 percent in 2019.

Approximately 50 percent of organic reserve additions were from Lower 48 unconventional assets.

The remaining additions were evenly distributed

across

the other operating segments.

In the five years ended December 31, 2019, our reserve



replacement was negative 34 percent,
reflecting the impact of asset dispositions and lower

prices during that period.



Our organic reserve
replacement during the five years ended December

31, 2019, which excludes a decrease of 2.0 billion BOE related to sales and purchases, was 40 percent,

reflecting development activities as



well as lower
prices during that period.

Historically, our reserve replacement has varied considerably year to year contingent



upon the timing
of major projects which may have long lead times

between capital investment and production.



In the
last several years, more of our capital has been

allocated to short cycle time, onshore,

unconventional

plays.

Accordingly, we believe our recent success in replacing reserves can be viewed



on a trailing
three-year basis.


In the three years ended December 31, 2019, our reserve



replacement was 23 percent, reflecting the
impact of asset dispositions during that period.

Our organic reserve replacement during the three
years ended December 31, 2019, which excludes a

decrease of 1.8 billion BOE related to sales

and

purchases, was 143 percent, reflecting reserve

additions from development activities.

[[Image Removed: cop-20191231p42i0.jpg]]

40

Access to additional resources may become increasingly



difficult as commodity prices can make
projects uneconomic or unattractive.

In addition, prohibition of direct investment

in some nations, national fiscal terms, political instability, competition from national oil companies,



and lack of access
to high-potential areas due to environmental or other

regulation may negatively impact our



ability to
increase our reserve base.

As such, the timing and level at which we add



to our reserve base may, or
may not, allow us to replace our production

over subsequent years.


?

Apply technical capability.

We leverage our knowledge and technology to create value and safely deliver on our plans.

Technical strength is part of our heritage and allows us to economically

convert

additional resources to reserves, achieve greater

operating efficiencies and reduce our environmental impact.

Companywide, we continue to evaluate potential



solutions to leverage knowledge of
technological successes across our operations.


We have embraced the digital transformation and are using digital innovations to

work and operate
more efficiently.

Predictive analytics have been adopted in our operations

and planning process.

Artificial intelligence, machine learning and

deep learning are being used for seismic

advancements.



?

Attract, develop and retain a talented work force.

We strive to attract, develop and retain individuals with the knowledge and skills to implement

our business strategy and who support our values

and

ethics.

We offer university internships across multiple disciplines to attract the best early career talent.

We also recruit experienced hires to fill critical skills and maintain a broad range



of expertise
and experience.

We promote continued learning, development and technical training through structured development programs designed to enhance

the technical and functional skills



of our
employees.

Other Factors Affecting Profitability
Other significant factors that can affect our profitability

include:

?

Energy commodity prices.

Our earnings and operating cash flows generally



correlate with industry
price levels for crude oil and natural gas.

Industry price levels are subject to factors external



to the
company and over which we have no control, including

but not limited to global economic health,
supply disruptions or fears thereof caused by civil

unrest or military conflicts, actions taken by

OPEC,

environmental laws, tax regulations, governmental

policies and weather-related disruptions.

The

following graph depicts the average benchmark

prices for WTI crude oil, Brent crude oil



and U.S.
Henry Hub natural gas:







41

Brent crude oil prices averaged $64.30 per barrel

in 2019, a decrease of 9 percent compared

with

$71.04 per barrel in 2018.

Similarly, WTI crude oil prices decreased 12 percent from $64.92 per barrel in 2018 to $57.02 per barrel in 2019.

Crude oil prices weakened year over year primarily



due to
ample global supplies and a decelerating global

economy.

Henry Hub natural gas price averages decreased

15 percent from $3.09 per MMBTU in 2018 to

$2.63

per MMBTU in 2019.

Natural gas prices weakened in 2019 versus the



prior year due to strong
production, while demand growth was dampened

by mild weather.

Our realized NGL prices decreased 34 percent from

$30.48 per barrel in 2018 to $20.09 per barrel

in

2019.

NGL prices weakened year over year due to



strong supply growth with only moderate demand
growth.

Our realized bitumen price increased 42 percent

from $22.29 per barrel in 2018 to $31.72 per



barrel in
2019.

Curtailment orders imposed by the Alberta

Government, which limited production from

the

province starting January 2019, provided strength

to the WCS differential to WTI at Hardisty.

We

continue to optimize bitumen price realizations

through the utilization of downstream transportation solutions and implementation of alternate blend capability

which results in lower diluent costs.

Our worldwide annual average realized price decreased



9 percent from $53.88

per BOE in 2018 to
$48.78

per BOE in 2019 due to lower realized oil,

natural gas and NGL prices.

North America's energy supply landscape has been transformed from one of resource



scarcity to one
of abundance.

In recent years, the use of hydraulic fracturing



and horizontal drilling in
unconventional formations has led to increased industry

actual and forecasted crude oil and natural
gas production in the U.S.

Although providing significant short-

and long-term growth opportunities for our company, the increased abundance of crude oil and natural gas due to development

of

unconventional plays could also have adverse

financial implications to us, including: an extended period of low commodity prices; production curtailments;



and delay of plans to develop areas such as
unconventional fields.

Should one or more of these events occur, our revenues would



be reduced, and
additional asset impairments might be possible.

?

Impairments.

We participate in a capital-intensive industry.



At times, our PP&E and investments
become impaired when, for example, commodity

prices decline significantly for long



periods of time,
our reserve estimates are revised downward, or a

decision to dispose of an asset leads to



a write-down
to its fair value.

We may also invest large amounts of money in exploration which, if exploratory drilling proves unsuccessful, could lead to a material

impairment of leasehold values.



As we optimize
our assets in the future, it is reasonably possible

we may incur future losses upon sale or

impairment

charges to long-lived assets used in operations, investments



in nonconsolidated entities accounted for
under the equity method, and unproved properties.

A sustained decline in the current and long-term
outlook on gas price could affect the carrying value

of certain Lower 48 non-core gas assets and it

is

reasonably possible this could result in a future

non-cash impairment.



For additional information on
our impairments in 2019, 2018 and 2017, see

Note 9-Impairments, in the Notes to Consolidated
Financial Statements.

?

Effective tax rate.

Our operations are in countries with different tax rates

and fiscal structures.

Accordingly, even in a stable commodity price and fiscal/regulatory environment,



our overall
effective tax rate can vary significantly between periods

based on the "mix" of before-tax earnings
within our global operations.


?

Fiscal and regulatory environment.

Our operations can be affected by changing economic,

regulatory

and political environments in the various countries

in which we operate, including the U.S.

Civil

unrest or strained relationships with governments

may impact our operations or investments.

These

changing environments could negatively impact our

results of operations, and further changes to

42

increase government fiscal take could have a

negative impact on future operations.



Our management
carefully considers the fiscal and regulatory

environment when evaluating projects or



determining the
levels and locations of our activity.


Outlook

Full-year 2020 production is expected to be 1,230

MBOED to 1,270 MBOED, including the impact



of a recent
third-party pipeline outage on the Kebabangan

Field in Malaysia.



First-quarter 2020 production is expected to
be 1,240 MBOED to 1,280 MBOED.

Production guidance for 2020 excludes Libya.

Operating Segments

We manage our operations through six operating segments, which are primarily



defined by geographic region:
Alaska, Lower 48, Canada, Europe and North

Africa, Asia Pacific and Middle East, and Other

International.

Corporate and Other represents costs not directly

associated with an operating segment, such as most

interest

expense, premiums incurred on the early retirement

of debt, corporate overhead, certain technology

activities,

as well as licensing revenues.

Our key performance indicators, shown in the statistical

tables provided at the beginning of the operating segment sections that follow, reflect results from our operations, including commodity



prices and production.










43
RESULTS OF OPERATIONS
This section of the Form 10-K

discusses year-to-year comparisons between 2019

and 2018.



For discussion of
year-to-year comparisons between 2018 and 2017, see

"Management's Discussion and Analysis



of Financial
Condition and Results of Operations" in Part II, Item

7 of our 2018 10-K.
Consolidated Results
A summary of the company's net income (loss) attributable to ConocoPhillips

by business segment follows:
Millions of Dollars
Years Ended December 31
2019
2018
2017
Alaska
$
1,520
1,814
1,466
Lower 48
436
1,747
(2,371)
Canada
279
63
2,564
Europe and North Africa
2,724
1,866
553
Asia Pacific and Middle East
1,929
2,070
(1,098)
Other International
263
364
167
Corporate and Other
38
(1,667)
(2,136)
Net income (loss) attributable to ConocoPhillips
$
7,189
6,257
(855)


2019 vs. 2018

Net income attributable to ConocoPhillips

increased $932 million in 2019.

The increase was mainly due to:



?

A $2.1 billion after-tax gain associated with the

completion of the sale of two ConocoPhillips

U.K.

subsidiaries to Chrysaor E&P Limited.



?

An unrealized gain of $649 million after-tax

on our Cenovus Energy (CVE) common shares in 2019, as compared to a $436 million after-tax unrealized



loss on those shares in 2018.
?

Higher crude oil sales volumes due to growth in the



Lower 48 unconventionals and from the
acquisition of incremental interests in operated

assets in Alaska during the second and



fourth quarters
of 2018.

?

The absence of premiums on early debt retirements



totaling $195 million after-tax.
?

A $164 million income tax benefit related to

deepwater incentive tax credits recognized for

Malaysia
Block G.
?

A $151

million income tax benefit related to the



revaluation of deferred tax assets following
finalization of rules relating to the 2017 Tax Cuts and Jobs Act.

These increases in net income were partly offset by:



?

Lower realized crude oil, natural gas and NGL

prices.


?

The absence of a $774 million after-tax gain on the



Clair disposition in the U.K.
?

A $296

million after-tax impairment related to



the sale of our Lower 48 Niobrara interests.
?

Lower equity in earnings of affiliates due to $120 million



of impairments to equity method
investments in our Lower 48 segment and a $118 million reduction

in equity earnings at QG3 in our
Asia Pacific and Middle East segment due to a deferred

tax adjustment.
?

Higher exploration expenses, primarily in

our Lower 48 segment due to $197 million after-tax

of

leasehold impairment and dry hole costs associated



with our decision to discontinue exploration
activities in the Central Louisiana Austin

Chalk trend.












44

Income Statement Analysis

2019 vs. 2018

Sales and other operating revenues decreased 11 percent in 2019,



mainly due to lower realized crude oil,
natural gas and NGL prices, partly offset by higher sales

volumes of crude oil in the Lower 48 and Alaska.

Equity in earnings of affiliates decreased $295 million

in 2019, primarily due to impairments of equity

method

investments in our Lower 48 segment totaling

$155 million.



Additionally, equity earnings decreased $118
million resultant from a deferred tax adjustment

at QG3,

reported in our Asia Pacific and Middle East segment.

For more information related to these items,

see Note 3-Variable Interest Entities and Note 5-Asset Acquisitions and Dispositions, in the Notes to

Consolidated Financial Statements.

Gain on dispositions increased $903 million

in 2019, primarily due to a $1.7



billion before-tax gain associated
with the completion of the sale of two ConocoPhillips

U.K. subsidiaries to Chrysaor E&P Limited.

Partly

offsetting this increase, was the absence of a $715 million



before-tax gain on the sale of a ConocoPhillips
subsidiary to BP in 2018,

which held 16.5 percent of our 24 percent interest



in the BP-operated Clair Field in
the U.K.

For additional information related to these dispositions,



see Note 5-Asset Acquisitions and
Dispositions, in the Notes to Consolidated Financial

Statements.

Other income increased $1,185 million in 2019, primarily

due to an unrealized gain of $649 million before-tax on our CVE common shares in 2019, and the absence

of a $437 million before-tax unrealized loss



on those
shares in 2018.

For discussion of our CVE shares, see Note



7-Investment in Cenovus Energy, in the Notes to
Consolidated Financial Statements.

Purchased commodities decreased 17 percent in

2019, primarily due to lower natural gas

and crude oil prices.

Selling, general and administrative expenses increased

$155 million in 2019, primarily due to higher

costs

associated with compensation and benefits,

including mark to market impacts of certain



key employee
compensation programs, and increased facility

costs.

Exploration expenses increased $374 million

in 2019, primarily due to higher leasehold impairment



and dry
hole costs,

mainly in our Lower 48 segment,

and higher exploration G&A expenses.



In 2019, we recorded a
$141 million before-tax leasehold impairment

expense due to our decision to discontinue



exploration activities
in the Central Louisiana Austin Chalk trend and

expensed $111 million of dry hole costs related to this play.

Impairments increased $378 million in

2019, mainly due to a $379 million before-tax impairment



related to the
sale of our Niobrara interests in the Lower 48 segment.

For additional information, see Note 5-Asset
Acquisitions and Dispositions and Note 9-Impairments,

in the Notes to Consolidated Financial Statements.

Other expenses decreased $310 million in

2019, primarily due to the absence of a $206



million before-tax
expense for premiums on early debt retirements

and lower pension settlement expense.

See Note 19-Income Taxes, in the Notes to Consolidated Financial Statements,



for information regarding our
income tax provision (benefit) and effective tax rate.
























45
Summary Operating Statistics
2019
2018
2017
Average Net Production
Crude oil (MBD)
705
653
599
Natural gas liquids (MBD)
115
102
111
Bitumen (MBD)
60
66
122
Natural gas (MMCFD)
2,805
2,774
3,270
Total Production

(MBOED)
1,348
1,283
1,377
Dollars Per Unit
Average Sales Prices

Crude oil (per bbl)
$
60.99
68.13
51.96
Natural gas liquids (per bbl)
20.09
30.48
25.22
Bitumen (per bbl)
31.72
22.29
22.66
Natural gas (per mcf)
5.03
5.65
4.07
Millions of Dollars
Worldwide Exploration Expenses
General and administrative; geological and geophysical,
lease rental, and other
$
322
274
368
Leasehold impairment
221
56
136
Dry holes
200
39
430
$
743
369
934

We explore for, produce, transport and market crude oil, bitumen, natural gas, LNG and NGLs on



a worldwide
basis.

At December 31, 2019, our operations were

producing in the U.S., Norway, Canada, Australia, Timor- Leste, Indonesia, China, Malaysia, Qatar and

Libya.

2019 vs. 2018

Total production, including Libya, of 1,348 MBOED increased 65 MBOED



or 5 percent in 2019 compared
with 2018,

primarily due to:

?

New wells online in the Lower 48.
?

An increased interest in the Western North Slope (WNS) and Greater Kuparuk Area

(GKA) of Alaska
following acquisitions closed in 2018.

?

Higher production in Norway due to drilling activity



and the startup of Aasta Hansteen in December
2018.


The increase in production during 2019 was



partly offset by:

?

Normal field decline.
?

Disposition impacts from the U.K. and non-core

asset sales in the Lower 48.

Production excluding Libya was 1,305 MBOED in

2019 compared with 1,242 MBOED in 2018,



an increase of
63 MBOED or 5 percent.

Underlying production, which excludes Libya and



the net volume impact from
closed dispositions and acquisitions of 51 MBOED

in 2019 and 47 MBOED in 2018, is used to measure

our

ability to grow production organically.

Our underlying production grew 5 percent to 1,254



MBOED in 2019
from 1,195 MBOED in 2018.













46
Alaska
2019
2018
2017

Net Income Attributable to ConocoPhillips



(millions of dollars)
$
1,520
1,814
1,466
Average Net Production
Crude oil (MBD)
202
171
167
Natural gas liquids (MBD)
15
14
14
Natural gas (MMCFD)
7
6
7
Total Production

(MBOED)
218
186
182
Average Sales Prices

Crude oil (per bbl)
$
64.12
70.86
53.33
Natural gas (per mcf)
3.19
2.48
2.72

The Alaska segment primarily explores for, produces, transports

and markets crude oil, NGLs and natural gas.

In 2019, Alaska contributed 25 percent of our

worldwide liquids production and less than 1 percent



of our
natural gas production.

2019 vs. 2018

Alaska reported earnings of $1,520 million in

2019, compared with earnings of $1,814 million

in 2018.

The

decrease in earnings was mainly due to lower

realized crude oil prices and higher production



and operating and
DD&A expenses associated with incremental volumes

from acquisitions completed during 2018.

Additionally, earnings were lower due to the absence of a $98 million tax valuation



allowance reduction,

the

absence of a $79 million after-tax benefit resulting

from an accrual reduction due to a transportation



cost ruling
by the FERC,

and $62 million less in enhanced oil recovery

credits.



Partly offsetting these decreases in
earnings, were higher crude oil sales volumes

due to the GKA and WNS acquisitions completed

in 2018.

Average production increased 32 MBOED in 2019 compared with 2018, primarily



due to acquisitions at GKA
and WNS in 2018, which provided an incremental

38 MBOED of production in 2019, as well as volumes

from

new wells online.

These production increases were partly offset by normal

field decline.



Acquisition Update
In the third quarter of 2019, we completed the

Nuna discovery acreage acquisition for approximately

$100

million, expanding the Kuparuk River Unit by

21,000 acres and leveraging legacy infrastructure.
















47
Lower 48
2019
2018
2017
Net Income (Loss) Attributable to ConocoPhillips

(millions of dollars)
$
436
1,747
(2,371)
Average Net Production
Crude oil (MBD)
266
229
180
Natural gas liquids (MBD)
81
69
69
Natural gas (MMCFD)
622
596
898
Total Production

(MBOED)
451
397
399
Average Sales Prices

Crude oil (per bbl)
$
55.30
62.99
47.36
Natural gas liquids (per bbl)
16.83
27.30
22.20
Natural gas (per mcf)
2.12
2.82
2.73

The Lower 48 segment consists of operations located

in the contiguous U.S. and the Gulf of Mexico.

During

2019, the Lower 48 contributed 39 percent of our

worldwide liquids production and 22 percent



of our natural
gas production.


2019 vs. 2018

Lower 48 reported earnings of $436 million in

2019, compared with $1,747 million in 2018.

Earnings

decreased primarily due to lower realized crude oil,



NGL and natural gas prices; higher DD&A due to
increased production volumes; a $301 million after-tax

impairment of our Niobrara assets;



higher exploration
expenses, primarily due to a combined $197 million

after-tax of leasehold impairment and dry



hole costs
associated with our decision to discontinue exploration

activities in the Central Louisiana Austin



Chalk; and
lower earnings in equity

affiliates due to a combined $120 million after-tax



of impairments associated with a
fair value reduction of our investment in MWCC

and the disposition of our interests in the



Golden Pass LNG
Terminal and Golden Pass Pipeline.

Partly offsetting the decrease in earnings were increased



crude oil and
NGL sales volumes in the Eagle Ford, Bakken

and Permian Unconventional.

For additional information related to our impairment

of MWCC, see Note 3-Variable Interest Entities in the Notes to Consolidated Financial Statements.

For more information related to the sale of our interests

in

Golden Pass LNG Terminal and Golden Pass Pipeline, see Note 5-Asset



Acquisitions and Dispositions in the
Notes to Consolidated Financial Statements.


Total average production increased 54 MBOED in 2019 compared with 2018.



The increase was primarily due
to new production from unconventional assets in

Eagle Ford, Bakken and the Permian Basin,



partly offset by
normal field decline.

Additionally, production decreased by 10 MBOED due to non-core dispositions



in 2018.

Asset Dispositions

Update

In January 2019, we entered into agreements to

sell our 12.4 percent ownership interests



in the Golden Pass
LNG Terminal and Golden Pass Pipeline.

We have also entered into agreements to amend our contractual obligations for retaining use of the facilities.

As a result of entering into these agreements, we recognized



a

before-tax impairment of $60 million in the

first quarter of 2019 which is included in the "Equity



in earnings
of affiliates" line on our consolidated income statement.

We completed the sale in the second quarter of 2019.

See Note 15-Fair Value Measurement in the Notes to Consolidated Financial Statements, for



additional
information.

In the fourth quarter of 2019, we sold our interests

in the Magnolia field and platform and recognized



an after-






























48
tax gain of $63 million.

Production from Magnolia in 2019 was less

than one MBOED.

In the fourth quarter of 2019, we signed an agreement

to sell our interests in the Niobrara shale



play for $380
million, plus customary adjustments,

and overriding royalty interests in certain

future wells.



We recorded an
after-tax impairment of $301 million in

the fourth quarter to reduce the carrying value to

fair value.

Production from Niobrara was approximately 11 MBOED in 2019.



This transaction is subject to regulatory
approval and other conditions precedent and

is expected to close in the first quarter

of 2020.

In January 2020, we entered into an agreement to

sell our interests in certain non-core properties



in the Lower
48 segment for $186 million, plus customary

adjustments.

The assets met the held for sale criteria



in January
2020 and the transaction is expected to be completed

in the first quarter of 2020.



No gain or loss is anticipated
on the sale.

This disposition will not have a significant

impact on Lower 48 production.

For additional information on these transactions,

see Note 5-Asset Acquisitions and Dispositions,



in the
Notes to Consolidated Financial Statements.

Canada

2019

2018

2017


Net Income Attributable to ConocoPhillips
(millions of dollars)
$
279
63
2,564
Average Net Production
Crude oil (MBD)
1
1
3
Natural gas liquids (MBD)
-
1
9
Bitumen (MBD)
Consolidated operations
60
66
59
Equity affiliates
-
-
63
Total bitumen
60
66
122
Natural gas (MMCFD)
9
12
187
Total Production

(MBOED)
63
70
165
Average Sales Prices

Crude oil (per bbl)
$
40.87
48.73
43.69
Natural gas liquids (per bbl)
19.87
43.70
21.51
Bitumen (dollars per bbl)*
Consolidated operations
31.72
22.29
21.43
Equity affiliates
-
-
23.83
Total bitumen
31.72
22.29
22.66
Natural gas (per mcf)
0.49
1.00
1.93
*Average prices for sales of bitumen produced during 2018 and 2019 excludes
additional value realized from the purchase and sale of third-
party volumes for optimization of our pipeline capacity between Canada

and the U.S. Gulf Coast.

Our Canadian operations consist of the Surmont

oil sands development in Alberta and the liquids-rich Montney unconventional play in British Columbia.

In 2019, Canada contributed 7 percent of our

worldwide

liquids production and less than one percent of

our worldwide natural gas production.

2019 vs. 2018

Canada operations reported earnings of $279 million

in 2019 compared with $63 million in 2018.

Earnings

increased mainly due to higher realized bitumen

prices,

a $68 million tax benefit primarily comprised



of a
previously unrecognizable tax basis related to

a tax settlement,

lower DD&A expense due to lower rates from















49
reserve additions,

lower production and operating expenses,



and a $25 million tax benefit due to a four year
phased four percent reduction in Alberta's corporate income tax rate.

Partly offsetting the increase in earnings
were lower sales volumes due to a planned turnaround

at Surmont, lower production due to a mandated
production curtailment imposed by the Alberta

government in January 2019, and the absence of



an $80 million
tax restructuring benefit.

Total average production decreased 7 MBOED in 2019 compared with 2018.



The production decrease was
primarily due to a turnaround at Surmont, which

had an annualized average impact of 3 MBOED,



and a
mandated production curtailment imposed by the

Alberta government,



which also impacted production by 3
MBOED.

The curtailment program is established and administered



by the Alberta Energy Regulator under the
Curtailment Rules regulation, which is currently

set to expire on December 31, 2020.



This program is
intended to strengthen the WCS differential to WTI at

Hardisty.



Asset Disposition
On May 17, 2017, we completed the sale of our

50 percent nonoperated interest in the FCCL



Partnership, as
well as the majority of our western Canada gas

assets to Cenovus Energy.



Consideration for the transaction
was $11.0 billion in cash after customary adjustments, 208 million

Cenovus Energy common shares and a five
year uncapped contingent payment.

The contingent payment, calculated and paid



on a quarterly basis, is $6
million CAD for every $1 CAD by which the WCS

quarterly average crude

price exceeds $52 CAD per barrel.

During 2019 and 2018, we recorded after-tax gains

on dispositions for these contingent payments of

$84
million and $68 million,

respectively.

See Note 5-Asset Acquisitions and Dispositions



in the Notes to
Consolidated Financial Statements, for additional

information.

Europe and North Africa
2019
2018
2017
Net Income Attributable to ConocoPhillips

(millions of dollars)
$
2,724
1,866
553
Average Net Production
Crude oil (MBD)
138
149
142
Natural gas liquids (MBD)
7
8
8
Natural gas (MMCFD)
478
503
484
Total Production

(MBOED)
224
241
230
Average Sales Prices

Crude oil (dollars per bbl)
$
64.94
70.71
54.21
Natural gas liquids (per bbl)
29.37
36.87
34.07
Natural gas (per mcf)
4.92
7.65
5.70

The Europe and North Africa segment consisted

of operations principally located in the Norwegian



and U.K.
sectors of the North Sea, the Norwegian Sea and

Libya.



In 2019, our Europe and North Africa operations
contributed 16 percent of our worldwide liquids production

and 17 percent of our natural gas production.

2019 vs. 2018

Earnings for Europe and North Africa operations

of $2,724 million increased $858 million



in 2019 compared
with 2018.

The increase in earnings was primarily

due to a $2.1 billion after-tax gain associated with

the

completion of the sale of two ConocoPhillips

U.K. subsidiaries to Chrysaor E&P Limited.



Earnings also
increased due to the cessation of DD&A in the second

quarter of 2019 for our disposed U.K. subsidiaries

when

these assets became held-for-sale.

Partly offsetting the increase in earnings were the absence

of a $774 million

50

after-tax gain related to the sale of a ConocoPhillips

subsidiary to BP, which held 16.5 percent of our 24 percent interest in the BP-operated Clair Field

in the U.K.; lower sales volumes primarily



due to the U.K.
disposition to Chrysaor completed September 30,

2019; and lower realized natural gas and crude

oil prices.

Average production decreased 17 MBOED in 2019, compared with 2018.



The decrease was mainly due to
normal field decline and a 20 MBOED disposition

impact from the sale of our U.K. assets to Chrysaor completed September 30, 2019.

Partly offsetting these production decreases were volumes



from new wells
online in Norway,

including the Aasta Hansteen Field which

achieved first production in December of 2018.



Asset Disposition Update
On September 30, 2019, we completed the sale of

two ConocoPhillips U.K. subsidiaries to

Chrysaor E&P
Limited for proceeds of $2.2 billion after interest

and customary adjustments.



In 2019, we recorded a $1.7
billion before-tax and $2.1 billion after-tax

gain associated with this transaction.



Together the subsidiaries
sold indirectly held our exploration and production

assets in the U.K., including $1.8 billion

of ARO.

Annualized average production associated with the

U.K. assets sold was 50 MBOED in 2019.

Reserves

associated with the U.K. assets sold were 84 MMBOE

at the time of disposition.



For additional information,
see Note 5-Asset Acquisitions and Dispositions

in the Notes to Consolidated Financial



Statements.


















































51
Asia Pacific and Middle East
2019
2018
2017
Net Income (Loss) Attributable to ConocoPhillips
(millions of dollars)
$
1,929
2,070
(1,098)
Average Net Production
Crude oil (MBD)
Consolidated operations
85
89
93
Equity affiliates
13
14
14
Total crude oil
98
103
107
Natural gas liquids (MBD)
Consolidated operations
4
3
4
Equity affiliates
8
7
7
Total natural gas liquids
12
10
11
Natural gas (MMCFD)
Consolidated operations
637
626
687
Equity affiliates
1,052
1,031
1,007
Total natural gas
1,689
1,657
1,694
Total Production

(MBOED)
392
389
401
Average Sales Prices

Crude oil (dollars per bbl)
Consolidated operations
$
65.02
70.93
54.38
Equity affiliates
61.32
72.49
54.76
Total crude oil
64.52
71.14
54.43
Natural gas liquids (dollars per bbl)
Consolidated operations
37.85
47.20
41.37
Equity affiliates
36.70
45.69
38.74
Total natural gas liquids
37.10
46.13
39.75
Natural gas (dollars per mcf)
Consolidated operations
5.91
6.15
4.98
Equity affiliates
6.29
6.06
4.27
Total natural gas
6.15
6.09
4.55

The Asia Pacific and Middle East segment has

operations in China, Indonesia, Malaysia,

Australia, Timor-Leste
and Qatar.

During 2019,

Asia Pacific and Middle East contributed 13 percent



of our worldwide liquids
production and 60 percent of our natural gas production.


2019 vs. 2018

Asia Pacific and Middle East reported earnings

of $1,929 million in 2019, compared with

$2,070 million in
2018.

The decrease in earnings was mainly due to

lower realized crude oil, NGL and natural gas

prices;

lower

LNG and crude oil sales volumes; and lower equity

in earnings of affiliates, primarily due to a deferred

tax

adjustment at QG3 that resulted in a $118 million reduction to equity

earnings.



Partly offsetting this decrease in
earnings was a $164 million income tax benefit

related to deepwater incentive tax credits



from the Malaysia
Block G and a $52 million after-tax gain on disposition

of our interest in the Greater Sunrise Fields.








52

Average production increased 1 percent in 2019, compared with 2018.



The increase was primarily due to new
production from Malaysia, including first gas

supply from KBB to PFLNG1 in the second quarter



of 2019 and
first oil from Gumusut Phase 2 in the third quarter

of 2019;

and new wells online in China, including

Bohai

Phase 3.

Partly offsetting this production increase was normal

field decline.




Asset Dispositions Update
In the second quarter of 2019, we recognized an

after-tax gain of $52 million upon completion



of the sale of our
30 percent interest in the Greater Sunrise Fields

to the government of Timor-Leste for $350 million.

No

production or reserve impacts were associated

with the sale.

In October 2019, we entered into an agreement to sell

the subsidiaries that hold our Australia-West assets and operations to Santos for $1.39 billion, plus customary

adjustments, with an effective date of January 1, 2019.

In

addition, we will receive a payment of $75 million

upon final investment decision of the Barossa development project.

These subsidiaries hold our 37.5 percent interest

in the Barossa Project and Caldita Field, our 56.9 percent interest in the Darwin LNG Facility

and Bayu-Undan Field, our 40 percent interest



in the Greater
Poseidon Fields, and our 50 percent interest in

the Athena Field.



This transaction is expected to be completed in
the first quarter of 2020, subject to regulatory approvals

and the satisfaction of other specific conditions
precedent.

In 2019, production associated with the

Australia-West assets to be sold was 48 MBOED.

Year

-end

2019 reserves associated with these assets were

17 MMBOE.



We will retain our 37.5 percent interest in the
Australia Pacific LNG project and operatorship

of that project's LNG facility.

See Note 5-Asset Acquisitions and Dispositions

in the Notes to Consolidated Financial



Statements, for
additional information related to these dispositions.

Other International
2019
2018
2017
Net Income Attributable to ConocoPhillips
(millions of dollars)
$
263
364
167

The Other International segment includes exploration



activities in Colombia, Chile and Argentina and
contingencies associated with prior operations.

2019 vs. 2018

Other International operations reported earnings

of $263 million in 2019, compared with



earnings of $364
million in 2018.

The decrease in earnings was primarily due

to the recognition of $417 million after-tax

in

other income related to a settlement agreement

with PDVSA in 2018, compared with $317 million

after-tax

associated with this settlement agreement in 2019.

In 2018 and 2019, we collected approximately

$0.8 billion of the $2.0 billion settlement with

PDVSA.

PDVSA has defaulted on its remaining payment obligations



under this agreement, we are therefore now forced
to incur additional costs as we seek to recover

any unpaid amounts under the agreement.



For additional
information, see Note 13-Contingencies and Commitments

in the Notes to Consolidated Financial
Statements.

Argentina
In January 2019,

we secured a 50 percent nonoperated interest



in the El Turbio Este Block, within the Austral
Basin in southern Argentina.

In 2019, we acquired and processed 3-D

seismic covering 500 square miles,

with

evaluation of the data ongoing.

In November 2019, we acquired interests in

two nonoperated blocks in the Neuquén Basin



targeting the Vaca
Muerta play.

We have a 50 percent interest in the Bandurria Norte Block and a 45 percent interest



in the
Aguada Federal Block.

In Bandurria Norte, 1 vertical and 4 horizontal



wells were tested and shut-in during
2019.

In Aguada Federal, 2 horizontal wells

were being tested at the end of the year.












53
Corporate and Other
Millions of Dollars
2019
2018
2017
Net Income (Loss) Attributable to ConocoPhillips
Net interest
$
(604)
(680)
(739)
Corporate general and administrative expenses
(252)
(91)
(193)
Technology
123
109
20
Other
771
(1,005)
(1,224)
$
38
(1,667)
(2,136)


2019 vs. 2018

Net interest consists of interest and financing expense,

net of interest income and capitalized interest.

Net

interest decreased $76 million in 2019 compared

with 2018,

primarily due to lower capitalized interest

on

projects; increased interest income from holding

higher cash balances; and lower interest on debt expense resultant from the retirement of $4.7 billion of

debt in 2018; partly offset by the absence of an accrual reduction due to a transportation cost ruling

by the FERC.

Corporate G&A expenses include compensation

programs and staff costs.



These costs increased by $161
million in 2019 compared with 2018, primarily

due to higher costs associated with compensation



and benefits,
including certain key employee compensation

programs and higher facility costs.

Technology includes our investment in new technologies or businesses, as well as licensing

revenues.

Activities are focused on both conventional and tight

oil reservoirs, shale gas, heavy oil, oil



sands, enhanced
oil recovery and LNG.

Earnings from Technology increased by $14 million in 2019 compared with

2018,

primarily due to higher licensing revenues.

The category "Other" includes certain foreign currency



transaction gains and losses, environmental costs
associated with sites no longer in operation, other

costs not directly associated with an operating

segment,

premiums incurred on the early retirement

of debt, unrealized holding gains or losses



on equity securities, and
pension settlement expense.

Earnings in "Other" increased by $1,776 million



in 2019 compared with 2018,
primarily due to an unrealized gain of $649 million

after-tax on our CVE common shares in



2019, and the
absence of a $436

million after-tax unrealized loss on those

shares in 2018.



Additionally, earnings increased
due to the absence of $195 million in

premiums on the early retirement of debt, lower pension

settlement

expense, and a $151 million tax benefit related

to the revaluation of deferred tax assets following

finalization

of rules related to the 2017 Tax Cuts and Jobs Act.

See Note 19-Income Taxes, in the Notes to Consolidated Financial Statements, for additional information

related to the 2017 Tax Cuts and Jobs Act.











54
CAPITAL RESOURCES AND LIQUIDITY
Financial Indicators
Millions of Dollars
Except as Indicated
2019
2018
2017
Net cash provided by operating activities
$
11,104
12,934
7,077
Cash and cash equivalents
5,088
5,915
6,325
Short-term debt
105
112
2,575
Total debt
14,895
14,968
19,703
Total equity
35,050
32,064
30,801
Percent of total debt to capital*
30
%
32
39
Percent of floating-rate debt to total debt
5
%
5
5
*Capital includes total debt and total equity.

To meet our short-

and long-term liquidity requirements, we look



to a variety of funding sources, including
cash generated from operating activities,

proceeds from asset sales, our commercial paper



and credit facility
programs and our ability to sell securities

using our shelf registration statement.



In 2019, the primary uses of
our available cash were $6,636 million to support

our ongoing capital expenditures and investments

program;

$3,500 million to repurchase our common stock;

$2,910 million net purchases of investments,



and $1,500
million to pay dividends on our common stock.

During 2019, cash and cash equivalents decreased



by $827
million to $5,088 million.

We believe current cash balances and cash generated by operations, together with

access to external sources of
funds as described below in the "Significant Changes

in Capital" section, will be sufficient to meet our

funding

requirements in the near and long term, including

our capital spending program, share repurchases,

dividend

payments and required debt payments.

Our commitment to disciplined execution of these

funding requirements includes cash



investment strategies
that position us for success in an environment

of short-term price volatility as well as



extended downturns in
commodity prices.

The primary objectives of these cash investment



strategies in priority order are to protect
principal, maintain liquidity, and provide yield and total returns.

Funds for short-term needs to support our
operating plan and provide resiliency to react

to short-term price volatility are invested in



highly liquid
instruments with maturities within the year.

Funds we consider available to maintain



resiliency in longer term
price downturns and to capture opportunities outside

a given operating plan may be invested in

instruments

with maturities greater than one year.

For additional information, see Note 1-Accounting



Policies and Note
14-Derivative and Financial Instruments.


Significant Changes in Capital



Operating Activities
During 2019, cash provided by operating activities

was $11,104 million, a 14 percent decrease from 2018.

The

decrease was primarily due to lower prices, lower

collections related to settlements reached with

Ecuador and
PDVSA, and a pension contribution made in conjunction

with the sale of two U.K. subsidiaries, partially

offset

by higher volumes.

While the stability of our cash flows from operating

activities benefits from geographic diversity, our short- and long-term operating cash flows are highly

dependent upon prices for crude oil, bitumen,



natural gas, LNG
and NGLs.

Prices and margins in our industry have historically



been volatile and are driven by market
conditions over which we have no control.

Absent other mitigating factors, as these



prices and margins
fluctuate, we would expect a corresponding

change in our operating cash flows.

55

The level of absolute production volumes, as

well as product and location mix, impacts our cash flows.

Full-

year production averaged 1,348 MBOED in 2019.

Full-year production excluding Libya averaged

1,305

MBOED in 2019

and is expected to be 1,230 to 1,270 MBOED

in 2020.



Future production is subject to
numerous uncertainties, including, among others,

the volatile crude oil and natural gas price

environment,

which may impact investment decisions; the

effects of price changes on production sharing and variable- royalty contracts; acquisition and disposition of fields;



field production decline rates; new technologies;
operating efficiencies; timing of startups and major turnarounds;

political instability; weather-related
disruptions; and the addition of proved reserves through

exploratory success and their timely



and cost-effective
development.

While we actively manage these factors, production



levels can cause variability in cash flows,
although generally this variability has not been as significant

as that caused by commodity prices.

To maintain or grow our production volumes on an ongoing basis, we must continue



to add to our proved
reserve base.

Our proved reserves generally increase as prices

rise and decrease as prices decline.



In 2019,
our reserve replacement, which included a net decrease

of 0.1 billion BOE from sales and purchases,



was 100
percent.

Increased crude oil reserves accounted for approximately

55 percent of the total change in reserves.

Our organic reserve replacement, which excludes the

impact of sales and purchases, was 117 percent

in 2019.

Approximately 51 percent of organic reserve additions

are from Lower 48, 13 percent from Alaska,



12 percent
from Canada, 12 percent from Europe and North

Africa and 12 percent from Asia Pacific and Middle

East.

In the five years ended December 31, 2019, our reserve

replacement, which included a decrease



of 2.0 billion
BOE from sales and purchases, was negative 34

percent, reflecting the impact of asset dispositions



and lower
prices during that period.

Our organic reserve replacement during the five years



ended December 31, 2019,
was 40

percent, reflecting development activities

as well as lower prices during that period.

Historically our reserve replacement has varied

considerably year to year contingent upon the timing



of major
projects which may have long lead times between

capital investment and production.



In the last several years,
more of our capital has been allocated to short cycle

time, onshore, unconventional plays.



Accordingly, we
believe our recent success in replacing reserves can

be viewed on a trailing three-year basis.

In the three years ended December 31, 2019, our reserve

replacement was 23 percent, reflecting the impact

of

asset dispositions during that period.

Our organic reserve replacement during the three years



ended December
31, 2019, which excludes a decrease of 1.8 billion

BOE related to sales and purchases, was 143 percent, reflecting reserve additions from development activities.

Reserve replacement represents the net change in

proved reserves, net of production, divided



by our current
year production, as shown in our supplemental reserve

table disclosures. For additional information about

our

2020 capital budget, see the "2020 Capital Budget"

section within "Capital Resources and Liquidity"



and for
additional information on proved reserves, including

both developed and undeveloped reserves, see the

"Oil

and Gas Operations" section of this report.

As discussed in the "Critical Accounting Estimates"

section, engineering estimates of proved



reserves are
imprecise; therefore, each year reserves may be revised

upward or downward due to the impact of changes

in

commodity prices or as more technical data becomes

available on reservoirs.



We have reported revisions as
increases to reserves in the current period, however

in prior periods,



reported revisions as decreases to
reserves. It is not possible to reliably predict

how revisions will impact reserve quantities

in the future.



Investing Activities
Proceeds from asset sales in 2019 were $3.0 billion.

We



completed the sale of two ConocoPhillips U.K.
subsidiaries to Chrysaor E&P Limited for $2.2

billion.

We also completed the sale of several assets including our 30 percent interest in the Greater Sunrise Fields

for $350 million and received $106 million



of contingent
payments from Cenovus Energy.


In the fourth quarter of 2019, we entered into an

agreement to sell the subsidiaries that hold



our Australia-West
assets and operations to Santos for $1.39 billion,

plus customary adjustments.



In addition, we will receive a
payment of $75 million upon final investment

decision of the Barossa development project.

Also in the fourth

56

quarter of 2019, we signed an agreement to sell

our interests in the Niobrara shale play



for $380 million, plus
customary adjustments,

and overriding royalty interests in certain

future wells.



Both transactions are subject to
regulatory approval and other conditions precedent

and expected to close in the first quarter of 2020.

Investing activities in 2019 also included net purchases

of $2.9 billion of investments in short-term



and long-
term financial instruments. These investments include

time deposits, commercial paper as well as debt
securities classified as available for sale.

The investment in short-term instruments



was $2.8 billion, the
remaining $0.1 billion was invested in long-term

debt securities.



For additional information, see Note 14-
Derivative and Financial Instruments.

Proceeds from asset sales in 2018 were $1.1 billion.

We completed several undeveloped acreage transactions in our Lower 48 segment for a total of $267 million

after customary adjustments and another transaction



in our
Lower 48 segment for $112 million after customary adjustments.

We completed the sale of our interests in the
Barnett to Lime Rock Resources for $196 million

after customary adjustments.



We also completed the sale of
a ConocoPhillips subsidiary to BP and received

$253 million net proceeds.



The subsidiary held 16.5 percent
of our 24 percent interest in the BP-operated

Clair Field in the U.K.



During 2018, we received $95 million of
contingent payments from Cenovus Energy.

For additional information on our dispositions,

see Note 5-Asset Acquisitions and Dispositions



in the Notes
to Consolidated Financial Statements.

Commercial Paper and Credit Facilities
We have a revolving credit facility totaling $6.0 billion, expiring in May 2023.

Our revolving credit facility
may be used for direct bank borrowings, the issuance

of letters of credit totaling up to $500 million, or

as

support for our commercial paper program.

The revolving credit facility is broadly syndicated



among financial
institutions and does not contain any material

adverse change provisions or any covenants

requiring

maintenance of specified financial ratios or credit

ratings.



The facility agreement contains a cross-default
provision relating to the failure to pay principal or interest

on other debt obligations of $200 million or more
by ConocoPhillips, or any of its consolidated subsidiaries.

Credit facility borrowings may bear interest at

a margin above rates offered by certain designated banks in the London interbank market or at a margin above the overnight



federal funds rate or prime rates offered by
certain designated banks in the U.S.

The agreement calls for commitment fees



on available, but unused,
amounts.

The agreement also contains early termination



rights if our current directors or their approved
successors cease to be a majority of the Board

of Directors.

The revolving credit facility supports the ConocoPhillips



Company $6.0 billion commercial paper program,
which is primarily a funding source for short-term

working capital needs.



Commercial paper maturities are
generally limited to 90 days.

We had no commercial paper outstanding in programs in place at December 31, 2019 or December 31, 2018.

We had no direct outstanding borrowings or letters of credit under the revolving credit facility at December 31, 2019 and December

31, 2018.



Since we had no commercial paper outstanding
and had issued no letters of credit, we had access to

$6.0 billion in borrowing capacity under our revolving credit facility at December 31, 2019.

Our current long-term debt ratings remained

unchanged in 2019 and are as follows:



Fitch - "A" with a "stable"
outlook; Moody's Investors Services - "A3" with a "stable" outlook; and

Standard & Poor's - "A" with a
stable outlook.

We do not have any ratings triggers on any of our corporate debt that would



cause an
automatic default, and thereby impact our access

to liquidity, in the event of a downgrade of our credit rating.

If our credit rating were downgraded, it could

increase the cost of corporate debt available



to us and restrict our
access to the commercial paper markets.

If our credit rating were to deteriorate to



a level prohibiting us from
accessing the commercial paper market, we

would still be able to access funds under our revolving

credit

facility.

Certain of our project-related contracts, commercial

contracts and derivative instruments contain

provisions

requiring us to post collateral.

Many of these contracts and instruments permit

us to post either cash or letters

57

of credit as collateral.

At December 31, 2019 and 2018, we had direct



bank letters of credit of $277 million
and $323 million, respectively, which secured performance obligations related to

various purchase
commitments incident to the ordinary conduct of business.

In the event of credit ratings downgrades, we may
be required to post additional letters of

credit.

Shelf Registration We have a universal shelf registration statement on file with the SEC under which



we, as a well-known
seasoned issuer, have the ability to issue and sell an indeterminate

amount of various types of debt and equity
securities.



Off-Balance Sheet Arrangements

As part of our normal ongoing business operations

and consistent with normal industry practice,



we enter into
numerous agreements with other parties to pursue

business opportunities, which share costs



and apportion
risks among the parties as governed by the agreements.

For information about guarantees, see Note 12-Guarantees,



in the Notes to Consolidated Financial
Statements, which is incorporated herein by reference.


Capital Requirements

For information about our capital expenditures

and investments, see the "Capital Expenditures"

section.

Our debt balance at December 31, 2019, was $14,895

million, a decrease of $73 million from the balance

at

December 31, 2018.

For more information on Debt, see Note 11-Debt, in the Notes



to Consolidated
Financial Statements.

On January 30, 2019, we announced a quarterly

dividend of $0.305 per share.



The dividend was paid on
March 1, 2019, to stockholders of record at the close

of business on February 11, 2019.



On May 1, 2019, we
announced a quarterly dividend of $0.305 per share.

The dividend was paid on June 3, 2019, to stockholders of record at the close of business on May 13,

2019.

On July 11, 2019, we announced a quarterly dividend of $0.305 per share.

The dividend was paid on September 3, 2019, to



stockholders of record at the close of
business on July 22, 2019.

On October 7, 2019, we announced a 38 percent increase



in the quarterly dividend
to $0.42 per share.

The dividend was paid on December 2, 2019, to



stockholders of record at the close of
business on October 17, 2019.

In February 2020, we announced a quarterly dividend



of $0.42 per share,
payable March 2, 2020, to stockholders of record

at the close of business on February 14, 2020.

In late 2016, we initiated our current share repurchase

program.



As of December 31, 2019, we had announced
a total authorization to repurchase $15 billion

of our common stock.



We repurchased $3 billion in 2017, $3
billion in 2018 and $3.5 billion in 2019.

Of the remaining authorization, we expect to



repurchase $3 billion in
2020.

In February 2020, we announced that the

Board of Directors approved an increase to



our authorization
from $15 billion to $25 billion, to support our

plan for future share repurchases.



Whether we undertake these
additional repurchases is ultimately subject to numerous

considerations, market conditions and other factors.

See Risk Factors -"Our ability to declare and pay

dividends and repurchase shares is subject to certain considerations."

Since our share repurchase program began



in November 2016, we have repurchased 169
million shares at a cost of $9.6 billion through

December 31, 2019.




























58
Contractual Obligations
The table below summarizes our aggregate contractual

fixed and variable obligations as of December



31, 2019:
Millions of Dollars
Payments Due by Period

Up to 1
Years
Years
After
Total

Year
2-3
4-5
5 Years
Debt obligations (a)
$
14,175
18
1,018
605
12,534
Finance lease obligations (b)
720
87
157
141
335
Total debt
14,895
105
1,175
746
12,869
Interest on debt
11,339
856
1,671
1,603
7,209
Operating lease obligations (c)
1,050
379
377
145
149
Purchase obligations (d)
8,671
3,237
1,745
1,327
2,362
Other long-term liabilities
Pension and postretirement benefit
contributions (e)
1,375
440
540
395
-
Asset retirement obligations (f)
6,206
997
282
309
4,618
Accrued environmental costs (g)
171
28
33
21
89
Unrecognized tax benefits (h)
82
82
(h)
(h)
(h)
Total
$
43,789
6,124
5,823
4,546
27,296


(a)

Includes $204 million of net unamortized premiums,

discounts and debt issuance costs.



See Note 11-
Debt, in the Notes to Consolidated Financial Statements,

for additional information.

(b)

See Note 17-Non-Mineral Leases, in the Notes to

Consolidated Financial Statements, for



additional
information.


(c)

Includes $31 million of short-term leases that

are not recorded on our consolidated balance

sheet.

See

Note 17-Non-Mineral Leases, in the Notes to

Consolidated Financial Statements, for



additional
information.


(d)

Represents any agreement to purchase goods

or services that is enforceable and legally binding



and that
specifies all significant terms, presented on an undiscounted

basis.



Does not include purchase
commitments for jointly owned fields and facilities

where we are not the operator.

The majority of the purchase obligations are market-based

contracts related to our commodity business.

Product purchase commitments with third parties

totaled $2,426 million.

Purchase obligations of $5,111 million are related to agreements to access and



utilize the capacity of
third-party equipment and facilities, including

pipelines and LNG and product terminals, to

transport,

process, treat and store commodities.

The remainder is primarily our net share of purchase commitments for materials and services for jointly

owned fields and facilities where we are the



operator.


(e)

Represents contributions to qualified and nonqualified

pension and postretirement benefit plans



for the
years 2020 through 2024.

For additional information related to expected



benefit payments subsequent to
2024, see Note 18-Employee Benefit Plans,

in the Notes to Consolidated Financial

Statements.

(f)

Represents estimated discounted costs to retire



and remove long-lived assets at the end of their
operations.























59
(g)

Represents estimated costs for accrued environmental

expenditures presented on a discounted basis

for

costs acquired in various business combinations



and an undiscounted basis for all other accrued
environmental costs.

(h)

Excludes unrecognized tax benefits of $1,095

million because the ultimate disposition and timing



of any
payments to be made with regard to such amounts

are not reasonably estimable.



Although unrecognized
tax benefits are not a contractual obligation,

they are presented in this table because they

represent

potential demands on our liquidity.



Capital Expenditures and Investments
Millions of Dollars
2019
2018
2017
Alaska
$
1,513
1,298
815
Lower 48
3,394
3,184
2,136
Canada
368
477
202
Europe and North Africa
708
877
872
Asia Pacific and Middle East
584
718
482
Other International
8
6
21
Corporate and Other
61
190
63
Capital Program
$
6,636
6,750
4,591

Our capital expenditures and investments

for the three-year period ended December 31,



2019, totaled $18.0
billion.

The 2019 expenditures supported key exploration



and developments, primarily:


?

Development, appraisal and exploration activities



in the Lower 48, including Eagle Ford, Permian
Unconventional, and Bakken.

?

Appraisal and development activities

in Alaska related to the Western North Slope; development activities in the Greater Kuparuk Area and the

Greater Prudhoe Area; leasehold acquisition



in the
Greater Kuparuk Area.

?

Development activities across assets in Norway, as well as for assets in the U.K. that



recently have
been sold.

?

Optimization of oil sands development and appraisal

activities in liquids-rich plays in Canada.



?

Signature bonus for Indonesia Corridor Block



production sharing contract, as well as continued
development in China, Malaysia, Australia, and

Indonesia.



2020 CAPITAL BUDGET

In February 2020, we announced 2020 operating

plan capital of $6.5 billion to $6.7 billion.



The plan includes
funding for ongoing development drilling

programs, major projects, exploration and appraisal



activities, as
well as base maintenance.

Capital spend is expected to be higher in the first



quarter largely from winter
construction and exploration and appraisal drilling

in Alaska.



This guidance does not include capital for
acquisitions.


For information on PUDs and the associated costs

to develop these reserves, see the "Oil and



Gas Operations"
section in this report.

Contingencies

A number of lawsuits involving a variety of claims

arising in the ordinary course of business



have been filed
against ConocoPhillips.

We also may be required to remove or mitigate the effects on the environment of the placement, storage, disposal or release of certain

chemical, mineral and petroleum substances



at various active



60
and inactive sites.

We regularly assess the need for accounting recognition or disclosure of these contingencies.

In the case of all known contingencies (other

than those related to income taxes), we accrue



a

liability when the loss is probable and the amount

is reasonably estimable.



If a range of amounts can be
reasonably estimated and no amount within the range

is a better estimate than any other amount,



then the
minimum of the range is accrued.

We do not reduce these liabilities for potential insurance or third-party recoveries.

If applicable, we accrue receivables for probable

insurance or other third-party recoveries.

With

respect to income tax-related contingencies,

we use a cumulative probability-weighted loss



accrual in cases
where sustaining a tax position is less than certain.

Based on currently available information, we believe

it is remote that future costs related to known

contingent

liability exposures will exceed current accruals by

an amount that would have a material



adverse impact on our
consolidated financial statements.

For information on other contingencies, see



"Critical Accounting
Estimates" and Note 13-Contingencies and

Commitments, in the Notes to Consolidated

Financial Statements.

Legal and Tax Matters We are subject to various lawsuits and claims including but not limited to matters



involving oil and gas royalty
and severance tax payments, gas measurement and

valuation methods, contract disputes,

environmental

damages, climate change, personal injury, and property damage.



Our primary exposures for such matters
relate to alleged royalty and tax underpayments

on certain federal, state and privately owned



properties and
claims of alleged environmental contamination

from historic operations.



We will continue to defend ourselves
vigorously in these matters.

Our legal organization applies its knowledge, experience



and professional judgment to the specific
characteristics of our cases, employing a litigation

management process to manage and monitor the

legal

proceedings against us.

Our process facilitates the early evaluation and



quantification of potential exposures in
individual cases.

This process also enables us to track those cases that



have been scheduled for trial and/or
mediation.

Based on professional judgment and experience



in using these litigation management tools and
available information about current developments

in all our cases, our legal organization regularly assesses

the

adequacy of current accruals and determines if

adjustment of existing accruals, or establishment



of new
accruals, is required.

See Note 19-Income Taxes, in the Notes to Consolidated Financial Statements,

for

additional information about income tax-related

contingencies.

Environmental

We are subject to the same numerous international, federal, state and local environmental



laws and regulations
as other companies in our industry.

The most significant of these environmental



laws and regulations include,
among others, the:

?

U.S. Federal Clean Air Act, which governs



air emissions.
?

U.S. Federal Clean Water Act, which governs discharges to water bodies. ?

European Union Regulation for Registration, Evaluation,



Authorization and Restriction of Chemicals
(REACH).
?

U.S. Federal Comprehensive Environmental

Response, Compensation and Liability Act



(CERCLA or
Superfund), which imposes liability on generators,

transporters and arrangers of hazardous substances at sites where hazardous substance releases have



occurred or are threatening to occur.
?

U.S. Federal Resource Conservation and Recovery

Act (RCRA), which governs the treatment,

storage


and disposal of solid waste.
?

U.S. Federal Oil Pollution Act of 1990 (OPA90), under which owners and operators

of onshore
facilities and pipelines, lessees or permittees

of an area in which an offshore facility is located, and owners and operators of vessels are liable for

removal costs and damages that result from



a discharge
of oil into navigable waters of the U.S.
?

U.S. Federal Emergency Planning and Community Right-to-Know



Act (EPCRA), which requires
facilities to report toxic chemical inventories

with local emergency planning committees and response departments.



61
?

U.S. Federal Safe Drinking Water Act, which governs the disposal of wastewater



in underground
injection wells.
?

U.S. Department of the Interior regulations, which



relate to offshore oil and gas operations in U.S.
waters and impose liability for the cost of pollution

cleanup resulting from operations, as well as
potential liability for pollution damages.
?

European Union Trading Directive resulting in European

Emissions Trading Scheme.

These laws and their implementing regulations

set limits on emissions and, in the case of discharges to

water,

establish water quality limits and establish standards

and impose obligations for the remediation of



releases of
hazardous substances and hazardous wastes.

They also, in most cases, require permits in



association with new
or modified operations.

These permits can require an applicant to



collect substantial information in connection
with the application process, which can be expensive

and time consuming.



In addition, there can be delays
associated with notice and comment periods and

the agency's processing of the application.



Many of the
delays associated with the permitting process

are beyond the control of the applicant.

Many states and foreign countries where

we operate also have, or are developing, similar



environmental laws
and regulations governing these same types of

activities.

While similar, in some cases these regulations may impose additional, or more stringent, requirements

that can add to the cost and difficulty of marketing

or

transporting products across state and international

borders.

The ultimate financial impact arising from

environmental laws and regulations is neither



clearly known nor
easily determinable as new standards, such as

air emission standards and water quality standards,



continue to
evolve.

However, environmental laws and regulations, including those that



may arise to address concerns
about global climate change, are expected to continue

to have an increasing impact on our operations



in the
U.S. and in other countries in which we operate.

Notable areas of potential impacts include air emission compliance and remediation obligations in

the U.S. and Canada.

An example is the use of hydraulic fracturing,

an essential completion technique that facilitates



production of
oil and natural gas otherwise trapped in lower

permeability rock formations.



A range of local, state, federal or
national laws and regulations currently govern

hydraulic fracturing operations, with hydraulic

fracturing

currently prohibited in some jurisdictions.

Although hydraulic fracturing has been conducted



for many
decades, a number of new laws, regulations

and permitting requirements are under consideration



by various
state environmental agencies, and others which

could result in increased costs, operating restrictions, operational delays and/or limit the ability

to develop oil and natural gas resources.



Governmental restrictions
on hydraulic fracturing could impact the overall

profitability or viability of certain of our oil



and natural gas
investments.

We have adopted operating principles that incorporate established industry standards



designed to
meet or exceed government requirements.

Our practices continually evolve as technology improves

and

regulations change.

We also are subject to certain laws and regulations relating to environmental remediation

obligations

associated with current and past operations.

Such laws and regulations include CERCLA



and RCRA and their
state equivalents.

Longer-term expenditures are subject to considerable



uncertainty and may fluctuate
significantly.

We occasionally receive requests for information or notices of potential liability



from the EPA and state
environmental agencies alleging we are a potentially

responsible party under CERCLA or an equivalent

state

statute.

On occasion, we also have been made a party

to cost recovery litigation by those agencies



or by
private parties.

These requests, notices and lawsuits assert

potential liability for remediation costs at various sites that typically are not owned by us, but allegedly

contain wastes attributable to our past operations.



As of
December 31, 2019, there were 15 sites around

the U.S. in which we were identified as a potentially responsible party under CERCLA and comparable

state laws.

For most Superfund sites, our potential liability

will be significantly less than the total site



remediation costs
because the percentage of waste attributable

to us, versus that attributable to all other



potentially responsible

62
parties, is relatively low.

Although liability of those potentially



responsible is generally joint and several for
federal sites and frequently so for state sites,

other potentially responsible parties at sites where



we are a party
typically have had the financial strength to

meet their obligations, and where they have



not, or where
potentially responsible parties could not be located,

our share of liability has not increased materially.



Many of
the sites at which we are potentially responsible

are still under investigation by the EPA or the state agencies concerned.

Prior to actual cleanup, those potentially responsible



normally assess site conditions, apportion
responsibility and determine the appropriate remediation.

In some instances, we may have no liability



or attain
a settlement of liability.

Actual cleanup costs generally occur after the parties



obtain EPA or equivalent state
agency approval.

There are relatively few sites where we

are a major participant, and given the timing

and

amounts of anticipated expenditures, neither

the cost of remediation at those sites nor



such costs at all
CERCLA sites, in the aggregate, is expected to

have a material adverse effect on our competitive



or financial
condition.

Expensed environmental costs were $511 million in 2019 and are expected



to be about $545 million per year
in 2020 and 2021.

Capitalized environmental costs were $194 million



in 2019 and are expected to be about
$225 million per year in 2020 and 2021.

Accrued liabilities for remediation activities

are not reduced for potential recoveries from insurers



or other
third parties and are not discounted (except those

assumed in a purchase business combination,



which we do
record on a discounted basis).

Many of these liabilities result from CERCLA,

RCRA and similar state or international



laws that require us to
undertake certain investigative and remedial

activities at sites where we conduct, or once

conducted,

operations or at sites where ConocoPhillips-generated

waste was disposed.



The accrual also includes a number
of sites we identified that may require environmental

remediation, but which are not currently the



subject of
CERCLA, RCRA or other agency enforcement

activities.



The laws that require or address environmental
remediation may apply retroactively and regardless

of fault, the legality of the original activities



or the current
ownership or control of sites.

If applicable, we accrue receivables for probable



insurance or other third-party
recoveries.

In the future, we may incur significant costs

under both CERCLA and RCRA.

Remediation activities vary substantially

in duration and cost from site to site, depending on the



mix of unique
site characteristics, evolving remediation technologies,

diverse regulatory agencies and enforcement

policies,

and the presence or absence of potentially liable

third parties.



Therefore, it is difficult to develop reasonable
estimates of future site remediation costs.

At December 31, 2019, our balance sheet included

total accrued environmental costs of

$171 million,
compared with $178 million at December 31,

2018, for remediation activities in the

U.S. and Canada.

We

expect to incur a substantial amount of these expenditures

within the next 30 years.

Notwithstanding any of the foregoing, and as

with other companies engaged in similar businesses, environmental costs and liabilities are inherent

concerns in our operations and products, and there



can be no
assurance that material costs and liabilities

will not be incurred.



However, we currently do not expect any
material adverse effect upon our results of operations or financial

position as a result of compliance with
current environmental laws and regulations.



63


Climate Change
Continuing political and social attention to the

issue of global climate change has resulted in



a broad range of
proposed or promulgated state, national and international

laws focusing on GHG reduction.



These proposed or
promulgated laws apply or could apply in countries

where we have interests or may have interests

in the future.

Laws in this field continue to evolve, and

while it is not possible to accurately estimate either



a timetable for
implementation or our future compliance costs

relating to implementation, such laws, if



enacted, could have a
material impact on our results of operations and

financial condition.



Examples of legislation or precursors for
possible regulation that do or could affect our operations

include:



?

European Emissions Trading Scheme (ETS), the program through



which many of the EU member
states are implementing the Kyoto Protocol.

Our cost of compliance with the EU ETS in 2019

was


approximately $8 million before-tax.
?

The Alberta Carbon Competitiveness Incentive

Regulation (CCIR) requires any existing facility

with

emissions equal to or greater than 100,000 metric

tonnes of carbon dioxide, or equivalent,



per year to
meet an industry benchmark intensity.

The total cost of these regulations in 2019



was approximately
$4 million.
?

The U.S. Supreme Court decision in Massachusetts

v. EPA,

549 U.S. 497, 127 S.Ct. 1438 (2007), confirmed that the EPA has the authority to regulate carbon dioxide as an "air pollutant"



under the
Federal Clean Air Act.
?

The U.S. EPA's

announcement on March 29, 2010 (published



as "Interpretation of Regulations that
Determine Pollutants Covered by Clean Air Act

Permitting Programs," 75 Fed. Reg. 17004 (April

2,

2010)), and the EPA's

and U.S. Department of Transportation's joint promulgation of a Final Rule on April 1, 2010, that triggers regulation of GHGs

under the Clean Air Act, may trigger



more climate-
based claims for damages, and may result in longer

agency review time for development projects.



?

The U.S. EPA's

announcement on January 14, 2015, outlining



a series of steps it plans to take to
address methane and smog-forming volatile organic compound

emissions from the oil and gas
industry.

The former U.S. administration established



a goal of reducing the 2012 levels in methane
emissions from the oil and gas industry by 40

to 45 percent by 2025.
?

Carbon taxes in certain jurisdictions.

Our cost of compliance with Norwegian carbon



tax legislation
in 2019 was approximately $30 million (net

share before-tax).



We also incur a carbon tax for
emissions from fossil fuel combustion in our

British Columbia and Alberta Operations



totaling just
over $0.8 million (net share before-tax).
?

The agreement reached in Paris in December 2015



at the 21
st

Conference of the Parties to the United
Nations Framework on Climate Change, setting

out a new process for achieving global

emission

reductions.

While the U.S. announced its intention

to withdraw from the Paris Agreement, there



is no
guarantee that the commitments made by the

U.S. will not be implemented, in whole or



in part, by
U.S. state and local governments or by major corporations

headquartered in the U.S.

In the U.S., some additional form of regulation

may be forthcoming in the future at the



federal and state levels
with respect to GHG emissions.

Such regulation could take any of several



forms that may result in the creation
of additional costs in the form of taxes, the restriction

of output, investments of capital to maintain

compliance

with laws and regulations, or required acquisition

or trading of emission allowances.



We are working to
continuously improve operational and energy efficiency through

resource and energy conservation throughout
our operations.

Compliance with changes in laws and regulations

that create a GHG tax, emission trading scheme



or GHG
reduction policies could significantly increase

our costs, reduce demand for fossil energy derived

products,

impact the cost and availability of capital

and increase our exposure to litigation.



Such laws and regulations
could also increase demand for less carbon intensive

energy sources, including natural gas.



The ultimate
impact on our financial performance, either positive

or negative, will depend on a number of factors,



including
but not limited to:


?

Whether and to what extent legislation or



regulation is enacted.
?

The timing of the introduction of such legislation



or regulation.


64
?

The nature of the legislation (such as a cap and

trade system or a tax on emissions) or

regulation.


?

The price placed on GHG emissions (either



by the market or through a tax).
?

The GHG reductions required.



?

The price and availability of offsets.
?

The amount and allocation of allowances.
?

Technological and scientific developments leading to new products or services. ?

Any potential significant physical effects of climate



change (such as increased severe weather events,
changes in sea levels and changes in temperature).

?

Whether, and the extent to which, increased compliance costs are



ultimately reflected in the prices of
our products and services.


The company has responded by putting in place

a Sustainable Development Risk Management Standard covering the assessment and registering of significant

and high sustainable development risks based



on their
consequence and likelihood of occurrence.

We have developed a company-wide Climate Change Action Plan with the goal of tracking mitigation activities

for each climate-related risk included in the corporate Sustainable Development Risk Register.

The risks addressed in our Climate Change Action

Plan fall into four broad categories:



?

GHG-related legislation and regulation.
?

GHG emissions management.
?

Physical climate-related impacts.
?

Climate-related disclosure and reporting.

Emissions are categorized into different scopes.

Scope 1 and Scope 2 GHG emissions



help us understand
climate transition risk.

Scope 1 emissions are direct GHG emissions from sources

that we own or control.

Scope 2 emissions are GHG emissions from

the generation of purchased electricity or

steam that we consume.

Our corporate authorization process requires all

qualifying projects to run a GHG pricing



sensitivity using a
corporate price of $40 per tonne of carbon

dioxide equivalent, plus annual inflation, for



all Scope 1 and Scope
2 GHG emissions produced in 2024 and later.

Projects in jurisdictions with existing GHG pricing

regimes

must incorporate that existing GHG price and its

forecast into their base case economics.



Where the existing
GHG price is below the corporate price, the

$40 per tonne of carbon dioxide equivalent



sensitivity must also be
run from 2024 onward.

Thus, both existing and emerging regulatory requirements



are considered in our
decision-making.

The company does not use an estimated market



cost of GHG emissions when assessing
reserves in jurisdictions without existing GHG regulations.

In December 2018, we became a founding member

of the CLC, an international policy institute



founded in
collaboration with business and environmental

interests to develop a carbon dividend plan.



Participation in the
CLC provides another opportunity for ongoing

dialogue about carbon pricing and framing the



issues in
alignment with our public policy principles.

We also belong to and fund Americans For Carbon Dividends, the education and advocacy branch of the CLC.

In 2017 and 2018, cities, counties, and a state

government in California, New York, Washington, Rhode Island and Maryland, as well as the Pacific Coast Federation

of Fishermen's Association, Inc., have filed lawsuits against oil and gas companies, including ConocoPhillips,

seeking compensatory damages and equitable

relief

to abate alleged climate change impacts.

ConocoPhillips is vigorously defending against

these lawsuits.

The

lawsuits brought by the Cities of San Francisco,

Oakland and New York have been dismissed by the district courts and appeals are pending.

Lawsuits filed by other cities and counties



in California and Washington are
currently stayed pending resolution of the appeals

brought by the Cities of San Francisco and

Oakland to the
U.S. Court of Appeals for the Ninth Circuit.

Lawsuits filed in Maryland and Rhode Island



are proceeding in
state court while rulings in those matters, on the

issue of whether the matters should proceed



in state or federal
court, are on appeal to the U.S. Court of Appeals

for the Fourth Circuit and First Circuit,



respectively.



65

Several Louisiana parishes and individual landowners

have filed lawsuits against oil and gas companies, including ConocoPhillips, seeking compensatory

damages in connection with historical oil



and gas operations
in Louisiana.

All parish lawsuits are stayed pending an appeal



to the Fifth Circuit Court of Appeals on the
issue of whether they will proceed in federal or

state court.

ConocoPhillips will vigorously defend against
these lawsuits.



Other

We have deferred tax assets related to certain accrued liabilities, loss carryforwards



and credit carryforwards.

Valuation

allowances have been established to reduce

these deferred tax assets to an amount that



will, more
likely than not, be realized.

Based on our historical taxable income, our expectations



for the future, and
available tax-planning strategies, management

expects the net deferred tax assets will be realized



as offsets to
reversing deferred tax liabilities.


CRITICAL ACCOUNTING ESTIMATES

The preparation of financial statements in

conformity with GAAP requires management



to select appropriate
accounting policies and to make estimates

and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses.

See Note 1-Accounting Policies, in the Notes



to Consolidated Financial
Statements, for descriptions of our major accounting

policies.



Certain of these accounting policies involve
judgments and uncertainties to such an extent there

is a reasonable likelihood materially different amounts would have been reported under different conditions, or if

different assumptions had been used.



These critical
accounting estimates are discussed with the Audit

and Finance Committee of the Board of Directors at

least

annually.

We believe the following discussions of critical accounting estimates, along



with the discussion of
deferred tax asset valuation allowances in this

report, address all important accounting



areas where the nature
of accounting estimates or assumptions is material

due to the levels of subjectivity and judgment necessary

to

account for highly uncertain matters or the

susceptibility of such matters to change.

Oil and Gas Accounting

Accounting for oil and gas exploratory activity

is subject to special accounting rules unique



to the oil and gas
industry.

The acquisition of geological and geophysical

seismic information, prior to the discovery



of proved
reserves, is expensed as incurred, similar to

accounting for research and development

costs.

However,

leasehold acquisition costs and exploratory well

costs are capitalized on the balance sheet

pending

determination of whether proved oil and gas reserves



have been recognized.

Property Acquisition

Costs

For individually significant leaseholds, management

periodically assesses for impairment based on

exploration

and drilling efforts to date.

For relatively small individual leasehold acquisition



costs, management exercises
judgment and determines a percentage probability

that the prospect ultimately will fail to find



proved oil and
gas reserves and pools that leasehold information

with others in the geographic area.



For prospects in areas
with limited, or no, previous exploratory drilling,

the percentage probability of ultimate failure



is normally
judged to be quite high.

This judgmental percentage is multiplied



by the leasehold acquisition cost, and that
product is divided by the contractual period

of the leasehold to determine a periodic leasehold

impairment

charge that is reported in exploration expense.

This judgmental probability percentage is reassessed

and

adjusted throughout the contractual period of the

leasehold based on favorable or unfavorable

exploratory

activity on the leasehold or on adjacent leaseholds,

and leasehold impairment amortization expense is

adjusted

prospectively.

At year-end 2019, the remaining $3.5 billion of net capitalized

unproved property costs consisted primarily

of

individually significant leaseholds, mineral rights

held in perpetuity by title ownership, exploratory

wells

currently being drilled, suspended exploratory

wells, and capitalized interest.



Of this amount, approximately
$2.1 billion is concentrated in 10 major development

areas, the majority of which are not expected to



move to
proved properties in 2020,

and $0.6 billion is held for sale.

Management periodically assesses individually

66

significant leaseholds for impairment based on

the results of exploration and drilling efforts and the outlook

for

commercialization.



Exploratory Costs
For exploratory wells, drilling costs are temporarily

capitalized, or "suspended," on the balance sheet,

pending

a determination of whether potentially economic

oil and gas reserves have been discovered by the

drilling

effort to justify development.

If exploratory wells encounter potentially economic

quantities of oil and gas, the well costs



remain capitalized
on the balance sheet as long as sufficient progress assessing

the reserves and the economic and operating
viability of the project is being made.

The accounting notion of "sufficient progress" is



a judgmental area, but
the accounting rules do prohibit continued capitalization

of suspended well costs on the expectation

future

market conditions will improve or new technologies



will be found that would make the development
economically profitable.

Often, the ability to move into the development



phase and record proved reserves is
dependent on obtaining permits and government

or co-venturer approvals, the timing of which is

ultimately

beyond our control.

Exploratory well costs remain suspended as long



as we are actively pursuing such
approvals and permits, and believe they will be obtained.

Once all required approvals and permits have

been

obtained, the projects are moved into the development

phase, and the oil and gas reserves are designated

as

proved reserves.

For complex exploratory discoveries, it



is not unusual to have exploratory wells remain
suspended on the balance sheet for several

years while we perform additional appraisal



drilling and seismic
work on the potential oil and gas field or while

we seek government or co-venturer approval of development plans or seek environmental permitting.

Once a determination is made the well did not



encounter potentially
economic oil and gas quantities, the well costs

are expensed as a dry hole and reported in

exploration expense.

Management reviews suspended well balances quarterly, continuously monitors



the results of the additional
appraisal drilling and seismic work, and expenses

the suspended well costs as a dry hole when



it determines
the potential field does not warrant further

investment in the near term.



Criteria utilized in making this
determination include evaluation of the reservoir

characteristics and hydrocarbon properties,

expected

development costs, ability to apply existing technology

to produce the reserves, fiscal terms,



regulations or
contract negotiations, and our expected return

on investment.

At year-end 2019,

total suspended well costs were $1,020 million,



compared with $856 million at year-end
2018.

For additional information on suspended wells,



including an aging analysis, see Note 8-Suspended
Wells and Other Exploration Expenses, in the Notes to Consolidated Financial

Statements.

Proved Reserves

Engineering estimates of the quantities of proved reserves



are inherently imprecise and represent only
approximate amounts because of the judgments involved

in developing such information.



Reserve estimates
are based on geological and engineering assessments

of in-place hydrocarbon volumes, the production

plan,

historical extraction recovery and processing yield

factors, installed plant operating capacity



and approved
operating limits.

The reliability of these estimates at any point



in time depends on both the quality and
quantity of the technical and economic data

and the efficiency of extracting and processing the

hydrocarbons.

Despite the inherent imprecision in these engineering

estimates, accounting rules require disclosure

of

"proved" reserve estimates due to the importance

of these estimates to better understand the perceived

value

and future cash flows of a company's operations.

There are several authoritative guidelines



regarding the
engineering criteria that must be met before estimated

reserves can be designated as "proved."

Our

geosciences and reservoir engineering organization

has policies and procedures in place consistent



with these
authoritative guidelines.

We have trained and experienced internal engineering personnel who estimate our proved reserves held by consolidated companies, as

well as our share of equity affiliates.

Proved reserve estimates are adjusted annually

in the fourth quarter and during the year



if significant changes
occur, and take into account recent production and subsurface

information about each field.



Also, as required
by current authoritative guidelines, the estimated

future date when an asset will be permanently



shut down for
economic reasons is based on 12-month average

prices and current costs.

This estimated date when production

67

will end affects the amount of estimated reserves.

Therefore, as prices and cost levels change from



year to
year, the estimate of proved reserves also changes.

Generally, our proved reserves decrease as prices decline and increase as prices rise.

Our proved reserves include estimated quantities

related to PSCs, reported under the "economic interest" method, as well as variable-royalty regimes,

and are subject to fluctuations in commodity



prices; recoverable
operating expenses; and capital costs.

If costs remain stable, reserve quantities



attributable to recovery of costs
will change inversely to changes in commodity

prices.



We would expect reserves from these contracts to
decrease when product prices rise and increase

when prices decline.

The estimation of proved developed reserves also

is important to the income statement because the

proved

developed reserve estimate for a field serves as the

denominator in the unit-of-production



calculation of the
DD&A of the capitalized costs for that asset.

At year-end 2019, the net book value of productive PP&E subject to a unit-of-production calculation was

approximately $35 billion and the DD&A recorded



on these
assets in 2019 was approximately $5.8 billion.

The estimated proved developed reserves for



our consolidated
operations were 3.3 billion BOE at the end

of 2018 and 3.2

billion BOE at the end of 2019.



If the estimates of
proved reserves used in the unit-of-production

calculations had been lower by 10 percent



across all
calculations, before-tax DD&A in 2019

would have increased by an estimated $642



million.


Impairments

Long-lived assets used in operations are assessed

for impairment whenever changes in facts



and circumstances
indicate a possible significant deterioration

in future cash flows expected to be generated



by an asset group and
annually in the fourth quarter following updates

to corporate planning assumptions.



If there is an indication
the carrying amount of an asset may not be recovered,

the asset is monitored by management through

an

established process where changes to significant

assumptions such as prices, volumes and future

development

plans are reviewed.

If, upon review, the sum of the undiscounted before-tax cash flows is



less than the
carrying value of the asset group, the carrying

value is written down to estimated fair

value.



Individual assets
are grouped for impairment purposes based on a

judgmental assessment of the lowest level



for which there are
identifiable cash flows that are largely independent of the

cash flows of other groups of assets-generally on



a

field-by-field basis for E&P assets.

Because there usually is a lack of quoted market



prices for long-lived
assets, the fair value of impaired assets is

typically determined based on the present values



of expected future
cash flows using discount rates believed to be

consistent with those used by principal market



participants, or
based on a multiple of operating cash flow validated

with historical market transactions of similar



assets where
possible.

The expected future cash flows used for impairment



reviews and related fair value calculations are
based on judgmental assessments of future production

volumes, commodity prices, operating



costs and capital
decisions, considering all available information

at the date of review.



Differing assumptions could affect the
timing and the amount of an impairment

in any period.



See Note 9-Impairments, in the Notes to
Consolidated Financial Statements, for additional

information.

Investments in nonconsolidated entities

accounted for under the equity method are reviewed



for impairment
when there is evidence of a loss in value and annually

following updates to corporate planning assumptions.

Such evidence of a loss in value might include

our inability to recover the carrying amount,



the lack of
sustained earnings capacity which would justify

the current investment amount, or a current



fair value less than
the investment's carrying amount.

When it is determined such a loss in value



is other than temporary, an
impairment charge is recognized for the difference between the

investment's carrying value and its estimated
fair value.

When determining whether a decline in

value is other than temporary, management considers factors such as the length of time and extent of

the decline, the investee's financial condition and near-term prospects, and our ability and intention to retain

our investment for a period that will be sufficient



to allow for
any anticipated recovery in the market value

of the investment.



Since quoted market prices are usually not
available, the fair value is typically based on the

present value of expected future cash flows using

discount

rates believed to be consistent with those used by

principal market participants, plus market analysis

of

comparable assets owned by the investee, if appropriate.

Differing assumptions could affect the timing and the amount of an impairment of an investment in any

period.



See the "APLNG" section of Note 6-Investments,
Loans and Long-Term Receivables,

in the Notes to Consolidated Financial Statements,



for additional

68
information.

Asset Retirement Obligations and Environmental Costs

Under various contracts, permits and regulations,

we have material legal obligations to remove

tangible

equipment and restore the land or seabed at the

end of operations at operational sites.



Our largest asset
removal obligations involve plugging and abandonment

of wells, removal and disposal of offshore oil and

gas

platforms around the world, as well as oil and gas

production facilities and pipelines in Alaska.



The fair values
of obligations for dismantling and removing these

facilities are recorded as a liability and



an increase to PP&E
at the time of installation of the asset based on estimated

discounted costs.



Estimating future asset removal
costs is difficult.

Most of these removal obligations are many years,



or decades, in the future and the contracts
and regulations often have vague descriptions

of what removal practices and criteria



must be met when the
removal event actually occurs.

Asset removal technologies and costs, regulatory



and other compliance
considerations, expenditure timing, and other inputs

into valuation of the obligation, including discount

and

inflation rates, are also subject to change.

Normally, changes in asset removal obligations are reflected in the income statement



as increases or decreases
to DD&A over the remaining life of the assets.

However, for assets at or nearing the end of their operations, as well as previously sold assets for which we

retained the asset removal obligation, an increase



in the asset
removal obligation can result in an immediate

charge to earnings, because any increase in PP&E



due to the
increased obligation would immediately be subject

to impairment, due to the low fair value of these

properties.

In addition to asset removal obligations, under the

above or similar contracts, permits and regulations,



we have
certain environmental-related projects.

These are primarily related to remediation



activities required by
Canada and various states

within the U.S. at exploration and production sites.



Future environmental
remediation costs are difficult to estimate because they are

subject to change due to such factors as the
uncertain magnitude of cleanup costs, the unknown

time and extent of such remedial actions



that may be
required, and the determination of our liability

in proportion to that of other responsible parties.



See Note
10-Asset Retirement Obligations and Accrued

Environmental Costs, in the Notes to Consolidated

Financial

Statements, for additional information.

Projected Benefit Obligations

Determination of the projected benefit obligations

for our defined benefit pension and postretirement



plans are
important to the recorded amounts for such obligations

on the balance sheet and to the amount of benefit
expense in the income statement.

The actuarial determination of projected benefit



obligations and company
contribution requirements involves judgment about

uncertain future events, including estimated

retirement

dates, salary levels at retirement, mortality

rates, lump-sum election rates, rates of return on plan



assets, future
health care cost-trend rates, and rates of utilization

of health care services by retirees.



Due to the specialized
nature of these calculations, we engage outside actuarial

firms to assist in the determination of these

projected

benefit obligations and company contribution requirements.



For Employee Retirement Income Security Act-
governed pension plans, the actuary exercises fiduciary

care on behalf of plan participants in the

determination

of the judgmental assumptions used in determining

required company contributions into the

plans.



Due to
differing objectives and requirements between financial

accounting rules and the pension plan funding
regulations promulgated by governmental agencies,

the actuarial methods and assumptions



for the two
purposes differ in certain important respects.

Ultimately, we will be required to fund all vested benefits under pension and postretirement benefit plans not

funded by plan assets or investment returns,



but the judgmental
assumptions used in the actuarial calculations

significantly affect periodic financial statements and funding patterns over time.

Projected benefit obligations are particularly

sensitive to the discount rate assumption.



A

100 basis-point decrease in the discount rate assumption

would increase projected benefit obligations

by

$1,000 million.

Benefit expense is sensitive to the discount rate

and return on plan assets assumptions.



A

100 basis-point decrease in the discount rate assumption



would increase annual benefit expense by
$100 million, while a 100 basis-point decrease

in the return on plan assets assumption



would increase annual
benefit expense by $60 million.

In determining the discount rate, we use yields



on high-quality fixed income
investments matched to the estimated benefit

cash flows of our plans.

We are also exposed to the possibility

69

that lump sum retirement benefits taken from pension

plans during the year could exceed the total of

service

and interest components of annual pension expense

and trigger accelerated recognition of a portion

of

unrecognized net actuarial losses and gains.

These benefit payments are based on decisions



by plan
participants and are therefore difficult to predict.

In the event there is a significant reduction in the

expected

years of future service of present employees or the

elimination of the accrual of defined benefits



for some or all
of their future services for a significant number

of employees, we could recognize a curtailment

gain or loss.

See Note 18-Employee Benefit Plans, in the

Notes to Consolidated Financial Statements,



for additional
information.

Contingencies

A number of claims and lawsuits are made against

the company arising in the ordinary course of

business.

Management exercises judgment related to accounting

and disclosure of these claims which includes

losses,

damages, and underpayments associated with environmental



remediation, tax, contracts, and other legal
disputes.

As we learn new facts concerning contingencies,



we reassess our position both with respect to
amounts recognized and disclosed considering

changes to the probability of additional



losses and potential
exposure.

However, actual losses can and do vary from estimates



for a variety of reasons including legal,
arbitration, or other third-party decisions; settlement

discussions; evaluation of scope of damages;
interpretation of regulatory or contractual terms;

expected timing of future actions; and proportion



of liability
shared with other responsible parties.

Estimated future costs related to contingencies



are subject to change as
events evolve and as additional information becomes

available during the administrative and litigation processes.

For additional information on contingent

liabilities, see the "Contingencies" section



within "Capital
Resources and Liquidity" and Note 13-Contingencies

and Commitments.

70
CAUTIONARY STATEMENT

FOR THE PURPOSES OF THE "SAFE HARBOR"



PROVISIONS OF
THE PRIVATE

SECURITIES LITIGATION REFORM ACT OF 1995

This report includes forward-looking statements

within the meaning of Section 27A of the Securities



Act of
1933 and Section 21E of the Securities Exchange

Act of 1934.



All statements other than statements of
historical fact included or incorporated by reference in

this report, including, without limitation,

statements

regarding our future financial position, business

strategy, budgets, projected revenues, projected costs and plans, and objectives of management for future operations,

are forward-looking statements.



Examples of
forward-looking statements contained in this report

include our expected production growth and

outlook on the business environment generally, our expected capital budget and capital expenditures,



and discussions
concerning future dividends.

You can often identify our forward-looking statements by the words "anticipate," "estimate," "believe," "budget," "continue," "could,"

"intend," "may," "plan," "potential," "predict," "seek," "should," "will," "would," "expect," "objective,"

"projection," "forecast," "goal," "guidance," "outlook," "effort," "target" and similar expressions.

We based the forward-looking statements on our current expectations, estimates



and projections about
ourselves and the industries in which we operate in

general.



We caution you these statements are not
guarantees of future performance as they involve

assumptions that, while made in good faith,



may prove to be
incorrect, and involve risks and uncertainties

we cannot predict.



In addition, we based many of these forward-
looking statements on assumptions about future events

that may prove to be inaccurate.



Accordingly, our
actual outcomes and results may differ materially from

what we have expressed or forecast in the forward- looking statements.

Any differences could result from a variety of factors,



including, but not limited to, the
following:


?

Fluctuations in crude oil, bitumen, natural gas,

LNG and NGLs prices, including a prolonged

decline

in these prices relative to historical or future



expected levels.
?

The impact of significant declines in prices for

crude oil, bitumen, natural gas, LNG and NGLs,

which

may result in recognition of impairment costs



on our long-lived assets, leaseholds and
nonconsolidated equity investments.
?

Potential failures or delays in achieving expected

reserve or production levels from existing



and future
oil and gas developments, including due to operating

hazards, drilling risks and the inherent
uncertainties in predicting reserves and reservoir

performance.
?

Reductions in reserves

replacement rates, whether as a result



of the significant declines in commodity
prices or otherwise.
?

Unsuccessful exploratory drilling activities

or the inability to obtain access to exploratory acreage. ?

Unexpected changes in costs or technical requirements



for constructing, modifying or operating E&P
facilities.
?

Legislative and regulatory initiatives

addressing environmental concerns, including initiatives addressing the impact of global climate change or further



regulating hydraulic fracturing, methane
emissions, flaring or water disposal.
?

Lack of, or disruptions in, adequate and reliable

transportation for our crude oil, bitumen, natural

gas,


LNG and NGLs.
?

Inability to timely obtain or maintain permits,

including those necessary for construction, drilling and/or development, or inability to make capital

expenditures required to maintain compliance

with

any necessary permits or applicable laws or regulations. ?

Failure to complete definitive agreements and feasibility



studies for, and to complete construction of,
announced and future exploration and production

and LNG development in a timely manner



(if at all)
or on budget.
?

Potential disruption or interruption of our operations

due to accidents, extraordinary weather

events,

civil unrest, political events, war, global health epidemics, terrorism,



cyber attacks, and information
technology failures, constraints or disruptions.
?

Changes in international monetary conditions and

foreign currency exchange rate fluctuations.

71


?

Changes in international trade relationships,

including the imposition of trade restrictions



or tariffs
relating to crude oil, bitumen, natural gas,

LNG, NGLs and any materials or products (such

as

aluminum and steel) used in the operation of our

business.


?

Substantial investment in and development use

of, competing or alternative energy sources, including as a result of existing or future environmental



rules and regulations.
?

Liability for remedial actions, including removal

and reclamation obligations, under existing



or future
environmental regulations and litigation.
?

Significant operational or investment changes imposed

by existing or future environmental

statutes

and regulations, including international agreements

and national or regional legislation and regulatory measures to limit or reduce GHG emissions. ?

Liability resulting from litigation or our failure

to comply with applicable laws and regulations.



?

General domestic and international economic and

political developments, including armed

hostilities;

expropriation of assets; changes in governmental

policies relating to crude oil, bitumen, natural

gas,

LNG and NGLs pricing, regulation or taxation;

the impact of and uncertainty surrounding the

U.K.'s

decision to withdraw from the EU; and other political,



economic or diplomatic developments.
?

Volatility



in the commodity futures markets.
?

Changes in tax and other laws, regulations (including



alternative energy mandates), or royalty rules
applicable to our business, including changes

resulting from the implementation and interpretation

of


the Tax Cuts and Jobs Act.
?

Competition and consolidation in the oil and gas



E&P industry.
?

Any limitations on our access to capital or increase

in our cost of capital, including as a result

of

illiquidity or uncertainty in domestic or international



financial markets.
?

Our inability to execute, or delays in the completion,

of any asset dispositions or acquisitions



we elect
to pursue.

?

Potential failure to obtain, or delays in obtaining,

any necessary regulatory approvals for

asset

dispositions or acquisitions, or that such approvals

may require modification to the terms of the transactions or the operation of our remaining business. ?

Potential disruption of our operations as a result

of asset dispositions or acquisitions, including

the

diversion



of management time and attention.
?

Our inability to deploy the net proceeds from any

asset dispositions we undertake in the manner

and


timeframe we currently anticipate, if at all.
?

Our inability to liquidate the common stock issued



to us by Cenovus Energy as part of our sale of
certain assets in western Canada at prices we deem

acceptable, or at all.
?

The operation and financing of our joint ventures. ?

The ability of our customers and other contractual

counterparties to satisfy their obligations to

us,

including our ability to collect payments

when due from the government of Venezuela or PDVSA.



?

Our inability to realize anticipated cost savings



and expenditure reductions.
?

The factors generally described in Item 1A-Risk



Factors in this 2019 Annual Report on Form 10-K
and any additional risks described in our other filings

with the SEC.



72
Item 7A.

QUANTITATIVE

AND QUALITATIVE

DISCLOSURES ABOUT MARKET RISK

Financial Instrument Market Risk

We and certain of our subsidiaries hold and issue derivative contracts and financial



instruments that expose our
cash flows or earnings to changes in commodity

prices, foreign currency exchange rates

or interest rates.

We

may use financial and commodity-based derivative

contracts to manage the risks produced by changes



in the
prices of natural gas, crude oil and related products;

fluctuations in interest rates and foreign currency exchange rates; or to capture market opportunities.

Our use of derivative instruments is governed

by an "Authority Limitations" document



approved by our Board
of Directors that prohibits the use of highly leveraged

derivatives or derivative instruments without

sufficient

liquidity.

The Authority Limitations document also establishes

the Value at Risk (VaR)



limits for the
company, and compliance with these limits is monitored daily.

The Executive Vice President and Chief Financial Officer, who reports to the Chief Executive Officer, monitors commodity price risk



and risks
resulting from foreign currency exchange rates and

interest rates.



The Commercial organization manages our
commercial marketing, optimizes our commodity

flows and positions, and monitors risks.




Commodity Price Risk
Our Commercial organization uses futures, forwards, swaps

and options in various markets to accomplish



the
following objectives:

?

Meet customer needs.

Consistent with our policy to generally



remain exposed to market prices, we
use swap contracts to convert fixed-price sales

contracts, which are often requested by natural

gas


consumers, to floating market prices.
?

Enable us to use market knowledge to capture opportunities



such as moving physical commodities to
more profitable locations and storing commodities

to capture seasonal or time premiums.



We may use
derivatives to optimize these activities.


We use a VaR

model to estimate the loss in fair value that



could potentially result on a single day from the
effect of adverse changes in market conditions on the derivative

financial instruments and derivative
commodity instruments we hold or issue, including

commodity purchases and sales contracts



recorded on the
balance sheet at December 31, 2019,

as derivative instruments.



Using Monte Carlo simulation, a 95 percent
confidence level and a one-day holding period, the

VaR

for those instruments issued or held for

trading

purposes or held for purposes other than trading

at December 31, 2019 and 2018,



was immaterial to our
consolidated cash flows and net income attributable

to ConocoPhillips.




Interest Rate Risk
The following table provides information

about our debt instruments that are sensitive to



changes in U.S.
interest rates.

The table presents

principal cash flows and related weighted-average



interest rates by expected
maturity dates.

Weighted-average variable rates are based on effective rates at the reporting date.

The

carrying amount of our floating-rate debt approximates

its fair value.



The fair value of the fixed-rate debt is
measured using prices available from a pricing

service that is corroborated by market



data.





































73
Millions of Dollars Except as Indicated
Debt
Fixed
Average
Floating
Average
Rate
Interest
Rate
Interest
Expected Maturity Date
Maturity
Rate
Maturity

Rate
Year

-End 2019
2020
$
-
-
%
$
-
-
%
2021
140
6.24
-
-
2022
343
2.54
500
2.81
2023
106
7.20
-
-
2024
456
3.52
-
-
Remaining years
12,143
6.25
283
1.65
Total
$
13,188
$
783
Fair value
$
17,325
$
783
Year

-End 2018
2019
$
17
-
%
$
-
-
%
2020
-
-
-
-
2021
123
9.13
-
-
2022
343
2.54
500
3.52
2023
106
7.20
-
-
Remaining years
12,599
6.16
283
1.78
Total
$
13,188
$
783
Fair value
$
15,364
$
783

Foreign Currency Exchange Risk

We have foreign currency exchange rate risk resulting from international operations.



We do not
comprehensively hedge the exposure to currency

exchange rate changes although we



may choose to selectively
hedge certain foreign currency exchange rate exposures,

such as firm commitments for capital projects



or local
currency tax payments, dividends and cash returns from

net investments in foreign affiliates to be remitted within the coming year, and investments in equity securities.

At December 31, 2019 and 2018, we held foreign



currency exchange forwards hedging cross-border
commercial activity and foreign currency exchange

swaps and options for purposes of mitigating



our cash-
related exposures.

Although these forwards, swaps and options



hedge exposures to fluctuations in exchange
rates, we elected not to utilize hedge accounting.

As a result, the change in the fair value of these foreign currency exchange derivatives is recorded directly



in earnings.


At December 31, 2019,

we had outstanding foreign currency exchange



forward contracts to sell $1.35 billion
CAD at $0.748 CAD against the U.S. dollar.

At December 31, 2018, we had outstanding foreign

currency

zero-cost collars buying the right to sell $1.25 billion

CAD at $0.707



CAD and selling the right to buy $1.25
billion CAD at $0.842 CAD against the U.S. dollar.

Based on the assumed volatility in the fair value
calculation, the net fair value of these foreign currency

contracts at December 31, 2019 and

December 31,
2018, was a before-tax loss of $28 million and a before-tax

gain of $6

million, respectively.

Based on an
adverse hypothetical 10 percent change in the

December 2019 and December 2018 exchange rate, this

would

result in an additional before-tax loss of $115 million and $17 million,

respectively.



The sensitivity analysis is
based on changing one assumption while holding

all other assumptions constant, which in practice



may be
unlikely to occur, as changes in some of the assumptions may be correlated.


























74

The gross notional and fair value of these positions

at December 31, 2019 and 2018, were as follows:



In Millions
Foreign Currency Exchange Derivatives
Notional*
Fair Value**
2019
2018
2019
2018
Sell U.S. dollar, buy British pound
USD
-
805
-
(5)
Sell Canadian dollar, buy U.S. dollar
CAD
1,350
1,250
(28)
6
Buy Canadian dollar, sell U.S. dollar
CAD
13
8
-
-
Sell British pound, buy Norwegian krone
GBP
-
9
-
-
Sell British pound, buy euro
GBP
-
12
-
-
Buy British pound, sell euro
GBP
4
-
-
-

*Denominated in USD, CAD and GBP.
**Denominated in USD.
For additional information about our use of derivative

instruments, see Note 14-Derivative and Financial
Instruments, in the Notes to Consolidated Financial

Statements.

75

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