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," "believe," "budget,"
"continue," "could," "effort," "estimate," "expect,"

"forecast," "goal," "guidance," "intend," "may,"
"objective," "outlook," "plan," "potential," "predict," "projection," "seek,"

"should," "target," "will,"
"would," 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

75.

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 15 countries.



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

unconventional plays in North America;

conventional

assets in North America, Europe and Asia;

LNG developments; oil sands assets in Canada;



and an inventory of
global conventional and unconventional exploration

prospects.



Headquartered in Houston, Texas, at
December 31, 2020, we employed approximately

9,700 people worldwide and had total

assets of $63 billion.

Completed Acquisition of Concho Resources Inc.

On January 15, 2021, we completed our acquisition

of Concho Resources Inc. (Concho), an independent

oil

and gas exploration and production company

with operations across New Mexico and West Texas.

The

addition of complementary acreage in the

Delaware and Midland Basins creates a sizeable



Permian presence to
augment our leading unconventional positions

in the Eagle Ford and Bakken in the Lower 48



and the Montney
in Canada.

Consideration for the all-stock transaction was

valued at $13.1 billion, in which 1.46 shares



of ConocoPhillips
common stock was exchanged for each outstanding

share of Concho common stock, resulting



in the issuance
of approximately 286 million shares of ConocoPhillips

common stock.



We also assumed $3.9 billion in
aggregate principal amount of outstanding debt for

Concho, which was recorded at fair value of $4.7



billion as
of the closing date.

The combined companies are expected to



capture approximately $750 million of annual
cost and capital savings by 2022.

For additional information



related to this transaction, see Note 25-
Acquisition of Concho Resources Inc. in the

Notes to Consolidated Financial Statements.

Overview

The energy landscape changed dramatically in 2020 with



simultaneous demand and supply shocks that drove
the industry into a severe downturn.

The demand shock was triggered by the

COVID-19 pandemic,

which

continues to have unprecedented social and economic

consequences.



Mitigation efforts to stop the spread of
this highly-contagious disease include stay-at-home

orders and business closures that caused

sharp

contractions in economic activity worldwide.

The supply shock was triggered by disagreements

between

OPEC and Russia, beginning in early March 2020,

which resulted in significant supply coming



onto the

38
market

and an oil price war.

These dual demand and supply shocks caused



oil prices to collapse as we exited
the first quarter of 2020.

As we entered the second quarter of 2020, predictions



of COVID-19 driven global oil demand losses
intensified, with forecasts

of unprecedented demand declines.



Based on these forecasts, OPEC plus nations
held an emergency meeting, and in April they announced

a coordinated production cut that was unprecedented in both its magnitude and duration.

The OPEC plus agreement spans from May 2020



until April 2022, with
the volume of production cuts easing over time.

Additionally, non-OPEC plus countries, including the U.S., Canada, Brazil and other G-20 countries,

announced organic reductions to production through the



release of
drilling rigs, frac crews, normal field decline

and curtailments.



Despite these planned production decreases,
the supply cuts were not timely enough to overcome

significant demand decline.



Futures prices for April WTI
closed under $20 a barrel for the first time

since 2001, followed by May WTI settling below zero on the

day

before futures contracts expiry, as holders of May futures contracts struggled to exit



positions and avoid taking
physical delivery.

As storage constraints approached, spot prices in



April for certain North American
landlocked grades of crude oil were in the single digits

or even negative for particularly remote or low-grade crudes, while waterborne priced crudes such as

Brent sold at a relative advantage.



The extreme volatility
experienced

in the first half of the year settled down in the

second half of the year, with WTI crude oil prices exiting the year near $50 per barrel.

Since the start of the severe downturn, we have closely



monitored the market and taken prudent actions in
response to this situation.

We entered 2020 in a position of relative strength, with cash and cash equivalents of more than $5 billion, short-term investments

of $3 billion, and an undrawn credit facility



of $6 billion, totaling
approximately $14 billion in available liquidity.

Additionally, we had several entity and asset sales agreements in place, which generated $1.3 billion

in proceeds from dispositions during 2020.

For more information about the sales of our Australia-West and non-core Lower 48 assets, see



Note 4-Asset
Acquisitions and Dispositions in the Notes to

Consolidated Financial Statements.



This relative advantage
allowed us to be measured in our response to

the sudden change in business environment.

In March, we announced an initial set of actions

to address the downturn and followed up with additional actions in April.

The combined announcements reflected a reduction



in our 2020 operating plan capital of $2.3
billion, a reduction to our operating costs of

$600 million and suspension of our share

repurchase program.

These actions decreased uses of cash by approximately

$5 billion in 2020.



We also established a framework
for evaluating our assets and implementing

economic production curtailments considering



the weakness in oil
prices during the second quarter of 2020, which resulted

in taking an additional significant step of voluntarily curtailing production, predominantly from

operated North American assets.



Due to our strong balance sheet,
we were in an advantaged position to forgo some production

and cash flow in anticipation of receiving higher
cash flows for those volumes in the future.

In the second quarter, we curtailed production by an estimated 225 MBOED,



with 145 MBOED of the
curtailments from the Lower 48, 40 MBOED from

Alaska and 30 MBOED from our Surmont operation

in

Canada.

The remainder of the second-quarter curtailments

were primarily in Malaysia.



Other industry
operators also cut production and development

plans and as we progressed through the second quarter, certain stay-at-home restrictions eased, which partially

restored lost demand, and WTI and Brent prices



exited the
second quarter around $40 per barrel.

Based on our economic framework, we began

restoring production from voluntary curtailments in July, and with oil stabilizing around $40 per barrel, we



ended our curtailment
program during the third quarter.

Curtailments in the third quarter averaged approximately



90 MBOED, with
65 MBOED attributable to the Lower 48 and 15 MBOED

to Surmont.

In August 2020, we acquired

additional Montney acreage for cash consideration



of $382 million, after
customary post-closing adjustments.

We also assumed $31 million in financing obligations for associated partially owned infrastructure.

This acquisition consisted primarily



of undeveloped properties and included
140,000 net acres in the liquids-rich Inga Fireweed

asset Montney zone, which is directly adjacent



to our
existing Montney position.

The transaction increased our Montney acreage



position to approximately 295,000
net acres with a 100 percent working interest.

See Note 4-Acquisitions and Dispositions in



the Notes to
Consolidated Financial Statements for additional

information.


39

In October 2020, we announced an increase to our

quarterly dividend from $0.42 per share to $0.43



per share
and resumed

share repurchases before suspending our

share repurchase program upon entry into



our definitive
agreement to acquire Concho.

We resumed shares repurchases in February 2021 after completion of our Concho acquisition.

We ended the year with over $12 billion of liquidity, comprised of $3.0 billion in cash and cash equivalents, $3.6 billion in short-term

investments, and available borrowings under our credit

facility

of $5.7 billion.

Our expectation is that commodity prices will

remain cyclical and volatile, and a successful



business strategy
in the E&P industry must be resilient in

lower price environments, at the same time retaining



upside during
periods of higher prices.

While we are not impervious to current market



conditions, we believe our decisive
actions over the last several years of focusing on free

cash flow generation, high-grading our asset

base,

lowering the cost of supply of our investment

resource portfolio, and strengthening our



balance sheet have put
us in a strong relative position compared to our

independent E&P peers.



We remain committed to the core
principles of our value proposition, namely, free cash flow generation,

a strong balance sheet, commitment to
differential returns of and on capital,

and ESG leadership.

Our workforce and operations have adjusted to

mitigate the impacts of the COVID-19

pandemic.



We have
operations in remote areas with confined spaces,

such as offshore platforms, the North Slope of Alaska,

Curtis

Island in Australia, western Canada and Indonesia,

where viruses could rapidly spread.



Personnel are asked to
perform a self-assessment for symptoms of illness

each day and, when appropriate, are subject to

more

restrictive measures before traveling to and working

on location.



Staffing levels in certain operating locations
have been reduced to minimize health risk exposure

and increase social distancing.

A portion of our office staff have continued to work successfully remotely, with offices around the world carefully

designing and executing a flexible, phased reentry, following national, state and local guidelines.



These mitigation measures
have thus far been effective at reducing business operation

disruptions.



Workforce health and safety remains
the overriding driver for our actions and we have

demonstrated our ability to adapt to local



conditions as
warranted.


The marketing and supply chain

side of our business has also adapted in response

to COVID-19.

Our

commercial organization managed transportation commitments

during our voluntary curtailment program.

Our supply chain function is proactively working

with vendors to ensure the continuity of our business operations, monitor distressed service and materials

providers, capture deflation opportunities, and pursue

cost

reduction efforts.

We also enhanced our focus on counterparty risk monitoring during this period

and

requested credit assurances when applicable.

Operationally, we remain focused on safely executing the business.



In 2020, production of 1,127 MBOED
generated cash provided by operating activities

of $4.8 billion.

We invested $4.7

billion into the business in
the form of capital expenditures, including $0.5

billion of acquisition capital, and paid dividends

to

shareholders of $1.8 billion.

Production decreased 221 MBOED or 16 percent

in 2020, compared to 2019.

Production excluding

Libya for 2020 was 1,118 MBOED.

Adjusting for estimated curtailments

of

approximately 80 MBOED; closed acquisitions

and dispositions;



and excluding Libya, production for 2020
would have been 1,176 MBOED, a decrease of 15

MBOED compared with 2019 production.



This decrease
was primarily due to normal field decline, partly

offset by new wells online in the Lower 48, Canada,

Norway,

Alaska and China.

Production from Libya averaged 9 MBOED



as it was in force majeure during a significant
portion of the year.

Key Operating and Financial Summary

Significant items during 2020 and recent announcements

included the following:



?

Enhanced both our portfolio and financial framework through the



acquisition of Concho in an all-stock
transaction, as well as purchasing bolt-on acreage in Canada and Lower

48.


?

Full-year production, excluding Libya, of 1,118

MBOED; curtailed approximately 80 MBOED during the year.






40
?

Cash provided by operating activities was $4.8 billion. ?

Generated $1.3 billion in disposition proceeds from non-core asset sales. ?

Distributed $1.8 billion in dividends and repurchased $0.9 billion of shares. ?

Ended the year with cash and cash equivalents totaling $3.0 billion and



short-term investments of $3.6
billion,

equaling $6.6 billion in ending cash and cash equivalents and short-term investments. ?

Announced two significant discoveries in Norway and achieved first production



at Tor II; continued
appraisal drilling and started up first pads and related infrastructure

in Montney.
?

Adopted a Paris-aligned climate risk framework with ambition to achieve net



-zero operated emissions by
2050 as part of our commitment to ESG excellence.
?

Recognized impairments of proved and unproved properties totaling $1.3

billion after-tax.

Business Environment

Brent crude oil prices averaged $42 per barrel in 2020,

compared with $64 per barrel in 2019.



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; free cash flow generation,

a strong balance sheet,



commitment to differential returns of and on
capital,

and ESG leadership.

Operational and Financial Factors Affecting

Profitability

The focus areas we believe will drive our success

through the price cycles include:



?

Free cash flow generation.

This is a core principle of our value proposition.



Our goal is to achieve
strong free cash flow by exercising capital discipline,

controlling our costs, and safely and reliably
delivering production.

Throughout the price cycles, we expect to make capital



investments sufficient
to sustain production.

Free cash flow provides funds that are available



to return to shareholders,
strengthen the balance sheet to deliver on our

priorities through the price cycles, or reinvest back into the business for future cash flow expansion.



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 we believe

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

pace, not production growth for growth's sake.

Our cash allocation priorities call for the investment



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

Additional capital may be allocated toward



growth, but
discipline will be maintained.


In February 2021, we announced 2021 operating



plan capital for the combined company of
$5.5 billion.

The plan includes $5.1 billion to sustain current



production and $0.4 billion for
investment in major projects, primarily in

Alaska, in addition to ongoing exploration
appraisal activity.

The operating plan capital budget of $5.5 billion



is expected to deliver production from the
combined company of approximately 1.5 MMBOED

in 2021.

This production guidance
excludes Libya.





41

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 2020, our production and operating expenses



were 18
percent lower than 2019, primarily due to decreased

wellwork and transportation costs
resulting from production curtailments across

our North American operated assets as well as
the absence of costs related to our U.K. and

Australia-West divestitures.

For more information related to our U.K. and Australia-West divestitures, see note 4-Acquisitions

and

Dispositions in the Notes to Consolidated Financial

Statements.

At the time of the Concho acquisition announcement



in October 2020, we announced planned
cost reductions and quantified $350 million

of annual expense savings expected to be
achieved by 2022.

These reductions included approximately $150 million



due to streamlining
our internal organization to appropriate levels given the

current industry environment and
recent asset sales; $100 million of G&A and

G&G due to a refocused exploration program;
and $100 million of redundant G&A costs on

a combined basis related to the Concho
acquisition.

Subsequent to the transaction announcement,



we identified $250 million of
further cost reductions from the combined companies

to be achieved by 2022.

o

Optimize our portfolio.

In January 2021, we completed the acquisition



of Concho and
significantly increased our unconventional portfolio

with years of low cost of supply
investments.

The addition of complementary acreage in the

Delaware and Midland basins
creates a sizeable Permian presence to augment our leading

unconventional positions in the
Eagle Ford and Bakken in the Lower 48.

We added to our unconventional Montney position
with an asset acquisition that consisted primarily

of undeveloped properties directly adjacent
to our existing acreage.


These acquisitions followed several non-core asset



sales earlier in the year including
Australia-West in our Asia Pacific segment,

and Niobrara and Waddell Ranch in the Lower
48.

We managed the portfolio well during a turbulent year, with asset sales entered at the end of 2019 generating $1.3 billion of proceeds from dispositions



in the first half of 2020,
followed by opportunistic acquisitions of unconventional

assets in the second half of 2020
after commodity prices had dropped.

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.

?

A strong balance sheet.

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 returning competitive

returns of capital to shareholders.



?

Commitment to differential returns of and on capital.



We believe in delivering value to our
shareholders via a growing, sustainable dividend

supplemented by additional returns of

capital,

including share repurchases.

In 2020, we paid dividends on our common stock



of approximately $1.8
billion and repurchased $0.9

billion of our common stock.



Combined, our dividend and repurchases
represented

57 percent of our net cash provided by operating

activities.



Since we initiated our current
share repurchase program in late 2016, we have repurchased

189 million shares for $10.5 billion,
which represents approximately 15 percent of shares

outstanding as of September 30, 2016.



As of
December 31, 2020, $14.5 billion of repurchase

authority remained of the $25 billion share repurchase program our Board of Directors had authorized.

Repurchases are made at management's discretion,

42

at prevailing prices, subject to market conditions

and other factors.



See "Item 1A-Risk Factors Our
ability to declare and pay dividends and repurchase

shares is subject to certain considerations."

In October 2020, we announced that our Board

of Directors approved an increase to our quarterly dividend of $0.42 per share to $0.43 per share.

In February 2021, we resumed share repurchases

after

the completion of our Concho acquisition.




?

ESG Leadership.

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, in

October 2020, we announced our adoption of a Paris- aligned climate risk framework as part of our continued

leadership in ESG excellence.

This

comprehensive climate risk strategy should enable



us to sustainably meet global energy demand while
delivering competitive returns through the energy transition.

We have set a target to reduce our gross
operated (scope 1 and 2) emissions intensity

by 35 to 45 percent from 2016 levels by 2030,



with an
ambition to achieve net zero by 2050 for operated

emissions.



We are advocating for reduction of
scope 3 end-use emissions intensity through our

support for a U.S. carbon price and reaffirmed

our

commitment to the Climate Leadership Council.

We have joined the World



Bank Flaring Initiative to
work towards zero routine flaring of gas by 2030

and are the first U.S.-based oil and gas company

to

adopt a Paris-aligned climate risk strategy.



?

Add to our proved reserve base.

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



o

Purchases of increased interests in existing



fields and acquisitions.
o

Application of new technologies and processes



to improve recovery from existing fields.
o

Successful exploration, exploitation and development

of new and existing fields.

As required by current authoritative guidelines,

the estimated future date when an asset will reach

the

end of its economic life is based on historical 12-month



first-of-month average prices and current
costs.

This date estimates when production will

end and 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.

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.



Our reserve
replacement was negative 86 percent in 2020, reflecting

the impact of lower prices, which reduced
reserves by approximately 600 MMBOE.

Our organic reserve replacement, which excluded a net decrease of 7 MMBOE from sales and purchases,

was negative 84 percent in 2020.

In the three years ended December 31, 2020, our reserve



replacement was 59 percent, primarily
impacted by lower prices in 2020.

Our organic reserve replacement during the three years

ended

December 31, 2020, which excluded

a net increase of 89 MMBOE related to sales



and purchases, was
53 percent.

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.





[[Image Removed: cop10k2020p45i0.gif]]



43
?

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 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 emissions

monitoring,

seismic advancements and advanced controls in

our field operations.



?

Attract, develop and retain a talented work force.

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

execute our business strategy in a manner

exemplifying

our core 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

and other producing countries, 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:

Brent crude oil prices averaged $41.68 per barrel

in 2020, a decrease of 35 percent compared

with

$64.30 per barrel in 2019.

Similarly, WTI crude oil prices decreased 31 percent from $57.02 per barrel in 2019 to $39.37 per barrel in 2020.

Crude oil prices were lower due to the dual



demand and
supply shocks.

The demand shock was triggered by the



COVID-19 pandemic, which continues to
have unprecedented social and economic consequences.

The supply shock was triggered by

44

disagreements between OPEC and Russia, beginning



in early March 2020, which resulted in
significant supply coming onto the market

and created higher inventory levels.

Henry Hub natural gas prices

decreased 21 percent from an average of $2.63



per MMBTU in 2019 to
$2.08 per MMBTU in 2020.

Henry Hub prices were depressed due to high



storage levels and weak
demand.

Our realized bitumen price decreased 75 percent

from an average of $31.72 per barrel



in 2019 to $8.02
per barrel in 2020.

The decrease was largely driven by weakness in WTI,



reflective of impacts from
the COVID-19 pandemic.

The WCS differential to WTI at Hardisty remained fairly



flat as
curtailment orders imposed by the Alberta Government,

which limited production from the province,
continued throughout 2020.

We continue to optimize bitumen price realizations through improvements in alternate blend capability which

results in lower diluent costs and access



to the U.S.
Gulf Coast market through rail and pipeline contracts.

Our worldwide annual average realized price decreased



34 percent from $48.78

per BOE in 2019 to
$32.15

per BOE in 2020 primarily due to lower realized

oil, natural gas and bitumen 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.

For additional information on our impairments,
see Note 7-Suspended Wells and Exploration Expenses and Note 8-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
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.




45
Outlook

Production and Capital
In February 2021, we announced 2021 operating

plan capital for the combined company of $5.5

billion.

The

plan includes $5.1 billion to sustain current

production and $0.4 billion for investment



in major projects,
primarily in Alaska, in addition to ongoing

exploration appraisal activity.

The operating plan capital budget of $5.5 billion

is expected to deliver production from the combined

company

of approximately 1.5 MMBOED in 2021.

This production guidance excludes Libya.

Restructuring

As a result of the acquisition of Concho, we commenced

a restructuring program in the first quarter



of 2021 in
association with combining the operations of the

two companies.



We expect to incur significant non-recurring
transaction and acquisition-related costs in

2021 for employee severance payments; incremental

pension

benefit costs related to the workforce reductions; employee

retention costs; employee relocations; fees



paid to
financial, legal, and accounting advisors; and

filing fees.

We currently cannot estimate these costs, as well as other unanticipated items,

and expect to recognize the majority

of these expenses in the first quarter of 2021.

Operating Segments

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



defined by geographic region:
Alaska; Lower 48; Canada; Europe, Middle East

and North Africa; Asia Pacific; and Other International.

Corporate and Other represents income and 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.










46

RESULTS OF OPERATIONS Effective with the third quarter of 2020, we have restructured our segments to align with



changes to our
internal organization.

The Middle East business was realigned from the Asia Pacific and Middle East

segment

to the Europe and North Africa segment.

The segments have been renamed the Asia Pacific



segment and the
Europe, Middle East and North Africa segment.

We have revised segment information disclosures and segment performance metrics presented within our results of operations for the



current and prior years.
This section of the Form 10-K

discusses year-to-year comparisons between 2020

and 2019.



For discussion of
year-to-year comparisons between 2019 and 2018, see

"Management's Discussion and Analysis



of Financial
Condition and Results of Operations" in Exhibit

99.1


-

, Item 7 filed with our Form 8-K filed



on November 16,
2020.
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
2020
2019
2018
Alaska
$
(719)
1,520
1,814
Lower 48
(1,122)
436
1,747
Canada
(326)
279
63
Europe, Middle East and North Africa
448
3,170
2,594
Asia Pacific
962
1,483
1,342
Other International
(64)
263
364
Corporate and Other
(1,880)
38
(1,667)
Net income (loss) attributable to ConocoPhillips
$
(2,701)
7,189
6,257


2020 vs. 2019

Net income (loss) attributable to ConocoPhillips

decreased $9.9 billion in 2020.



The decrease was mainly due
to:

?

Lower realized commodity prices.
?

Lower sales volumes due to normal field decline,

asset dispositions and production curtailments.

For

additional information related to dispositions,

see Note 4-Asset Acquisitions and Dispositions



in the
Notes to Consolidated Financial Statements.

?

The absence of a $2.1 billion after-tax gain associated



with the completion of the sale of two
ConocoPhillips U.K. subsidiaries.

For additional information, see Note 4-Asset



Acquisitions and
Dispositions in the Notes to Consolidated Financial

Statements.


?

An unrealized loss of $855 million after-tax

on our Cenovus Energy (CVE) common shares in 2020, as compared to a $649 million after-tax unrealized



gain on those shares in 2019.
?

A $648 million after-tax impairment for the associated



carrying value of capitalized undeveloped
leasehold costs and an equity method investment

related to our Alaska North Slope Gas

asset.

For

additional information, see Note 7-Suspended



Wells and Exploration Expenses, in the Notes to
Consolidated Financial Statements.
?

Increased impairments

primarily related to developed properties



in our non-core assets which were
written down to fair value due to lower commodity

prices and development plan changes.

For

additional information, see Note 8-Impairments



and Note 14-Fair Value Measurement in the Notes
to Consolidated Financial Statements.
?

The absence of other income of $317 million after-tax



related to our settlement agreement with
PDVSA.









47

These decreases in net income (loss) were partly

offset by:



?

Lower production and operating expenses, primarily



due to the absence of costs related to our U.K.
and Australia-West divestitures and decreased wellwork and transportation costs

resulting from
production curtailments across our North American

operated assets.
?

A $597 million after-tax gain on dispositions related



to our Australia-West divestiture.
?

Lower DD&A expenses, primarily due to lower



volumes related to normal field decline and
production curtailments as well as impacts

of our Australia-West and U.K. divestitures.

Partly

offsetting this decrease, was higher DD&A expenses

due to price-related downward reserve revisions.




Income Statement Analysis

2020 vs. 2019

Sales and other operating revenues decreased 42 percent



in 2020, mainly due to lower realized commodity
prices and lower sales volumes.

Sales volumes decreased due to normal field



decline, production curtailments
from our North American operated assets and the

divestiture of our U.K. assets in the third



quarter of 2019 and
our Australia-West assets in the second quarter of 2020.


Equity in earnings of affiliates decreased $347 million

in 2020, primarily due to lower earnings from



QG3 and
APLNG because of lower LNG prices.

Partly offsetting this decrease was the absence



of impairments related
to equity method investments in our Lower 48 segment

of $155 million and the absence of a $118 million
deferred tax adjustment at QG3, reported in our

Europe, Middle East and North Africa segment.

Gain on dispositions decreased $1.4 billion in

2020, primarily due to the absence of a $1.7 billion

before-tax

gain associated with the completion of the sale

of two ConocoPhillips U.K. subsidiaries.



Partly offsetting the
decrease was a $587 million before-tax gain associated

with our Australia-West divestiture.



For more
information related to these dispositions, see Note

4-Asset Acquisitions and Dispositions



in the Notes to
Consolidated Financial Statements.

Other income (loss) decreased $1.9 billion

in 2020, primarily due to a before-tax unrealized



loss of $855
million on our CVE common shares in 2020, and

the absence of a $649 million before-tax unrealized



gain on
those shares in 2019.

Additionally, other income (loss) decreased due to the absence of $325 million

before-

tax related to our settlement agreement with PDVSA.

For discussion of our CVE shares, see Note 6-Investment



in Cenovus Energy in the Notes to Consolidated
Financial Statements.

For discussion of our PDVSA settlement,



see Note 12-Contingencies and
Commitments in the Notes to Consolidated Financial

Statements.

Purchased commodities decreased 32 percent in

2020, primarily due to lower natural gas



and crude oil prices;
lower crude oil and natural gas volumes purchased;

and the divestiture of our U.K. assets in the



third quarter of
2019 and our Australia-West assets in the second quarter of 2020.


Production and operating expenses decreased $978

million in 2020, primarily due to reduced activities

and

transportation costs associated with lower activity

across our North American operated assets in



response to
the low commodity price environment and the

absence of costs related to our U.K. and Australia-West divestitures.

Selling, general and administrative expenses decreased

$126 million in 2020, primarily due to lower

costs

associated with compensation and benefits,

including mark to market impacts of certain



key employee
compensation programs.







48

Exploration expenses increased $714 million

in 2020, primarily due to an $828 million before-tax

impairment

for the entire carrying value of capitalized undeveloped

leasehold costs related to our Alaska

North Slope Gas
asset.

Partly offsetting this increase, was the absence of



a $141 million before-tax leasehold impairment
expense due to our decision to discontinue exploration

activities in the Central Louisiana Austin

Chalk trend.

For additional information, see Note 7-Suspended



Wells and Exploration Expenses, in the Notes to
Consolidated Financial Statements.

Impairments increased $408 million in

2020, primarily related to developed properties



in our non-core assets
which were written down to fair value due to lower

commodity prices and development plan changes.

For

additional information, see Note 8-Impairments

and Note 14-Fair Value Measurement in the Notes to Consolidated Financial Statements.

Taxes other than income taxes decreased $199 million in 2020, primarily due



to lower commodity prices and
volumes.

Foreign currency transaction (gains) losses decreased

$138 million in 2020, due to gains recognized

from

foreign currency derivatives and other foreign

currency remeasurements.



For additional information, see Note
13-Derivative and Financial Instruments

in the Notes to Consolidated Financial Statements.

See Note 18-Income Taxes, in the Notes to Consolidated Financial Statements,



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

















































49
Summary Operating Statistics
2020
2019
2018
Average Net Production
Crude oil (MBD)
Consolidated Operations
555
692
639
Equity affiliates
13
13
14
Total crude oil
568
705
653
Natural gas liquids (MBD)
Consolidated Operations
97
107
95
Equity affiliates
8
8
7
Total natural gas liquids
105
115
102
Bitumen (MBD)
55
60
66
Natural gas (MMCFD)
Consolidated Operations
1,339
1,753
1,743
Equity affiliates
1,055
1,052
1,031
Total natural gas
2,394
2,805
2,774
Total Production

(MBOED)
1,127
1,348
1,283
Dollars Per Unit
Average Sales Prices

Crude oil (per bbl)
Consolidated Operations
$
39.56
60.98
68.03
Equity affiliates
39.02
61.32
72.49
Total crude oil
39.54
60.99
68.13
Natural gas liquids (per bbl)
Consolidated Operations
12.90
18.73
29.03
Equity affiliates
32.69
36.70
45.69
Total natural gas liquids
14.61
20.09
30.48
Bitumen (per bbl)
8.02
31.72
22.29
Natural gas (per mcf)
Consolidated Operations
3.17
4.25
5.40
Equity affiliates
3.71
6.29
6.06
Total natural gas
3.41
5.03
5.65
Millions of Dollars
Worldwide Exploration Expenses
General and administrative; geological and geophysical,
lease rental, and other
$
374
322
274
Leasehold impairment
868
221
56
Dry holes
215
200
39
$
1,457
743
369



50

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



a worldwide
basis.

At December 31, 2020, our operations were



producing in the U.S., Norway, Canada, Australia,
Indonesia, China, Malaysia, Qatar and Libya.

2020 vs. 2019

Total production, including Libya, of 1,127 MBOED decreased 221 MBOED or 16



percent in 2020 compared
with 2019,

primarily due to:

?

Normal field decline.
?

The divestiture of our U.K. assets in the third

quarter of 2019 and our Australia-West assets in the second quarter of 2020. ?

Production curtailments of approximately 80 MBOED,



primarily from North American operated
assets and Malaysia, in response to the low crude

oil price environment.
?

Less production in Libya due to the forced shutdown

of the Es Sider export terminal and other

eastern

export terminals after a period of civil unrest.

The decrease in production during 2020 was partly

offset by:



?

New wells online in the Lower 48, Canada,

Norway, Alaska and China.

Production excluding Libya for 2020 was 1,118 MBOED.

Adjusting for estimated curtailments

of

approximately 80 MBOED and closed acquisitions

and dispositions, production for 2020 would



have been
1,176 MBOED, a decrease of 15 MBOED compared

with 2019.



This decrease was primarily due to normal
field decline, partly offset by new wells online in the

Lower 48, Canada, Norway, Alaska and China.

Production from Libya averaged 9 MBOED as it

was in force majeure during a significant portion



of the year.












51
Alaska
2020
2019
2018

Net Income (Loss) Attributable to ConocoPhillips



(millions of dollars)
$
(719)
1,520
1,814
Average Net Production
Crude oil (MBD)
181
202
171
Natural gas liquids (MBD)
16
15
14
Natural gas (MMCFD)
10
7
6
Total Production

(MBOED)
198
218
186
Average Sales Prices

Crude oil ($ per bbl)
$
42.12
64.12
70.86
Natural gas ($ per mcf)
2.91
3.19
2.48

The Alaska segment primarily explores for, produces, transports

and markets crude oil, NGLs and natural gas.

In 2020, Alaska contributed 28 percent of our consolidated



liquids production and less than 1 percent of our
consolidated natural gas production.

2020 vs. 2019



Net Income (Loss) Attributable to ConocoPhillips
Alaska reported a loss of $719 million in

2020, compared with earnings of $1,520 million



in 2019.

Earnings
were negatively impacted by:
?

Lower realized crude oil prices.
?

A $648 million after-tax impairment associated

with the carrying value of our Alaska North Slope

Gas

assets.

For additional information, see Note 7-Suspended



Wells and Exploration Expenses, in the
Notes to Consolidated Financial Statements.
?

Lower sales volumes, primarily due to normal field

decline and production curtailments



at our
operated assets on the North Slope-the Greater

Kuparuk Area (GKA) and Western North Slope
(WNS).
?

Higher DD&A expenses, primarily from

increased DD&A rates due to price-related downward reserve revisions, partly offset by lower production

volumes.



?

Increased exploration expenses, primarily

due to higher dry hole costs and expenses related



to the
early cancellation of our winter exploration program.

Earnings were positively impacted by:
?

Lower production and operating expenses, primarily



associated with lower transportation and
terminaling costs as well as lower activities

across our assets.

Production

Average production decreased 20 MBOED in 2020 compared with 2019, primarily



due to:
?

Normal field decline.
?

Production curtailments at our operated assets on



the North Slope-GKA and WNS-of 8 MBOED
in response to the low crude oil price environment.

These production decreases were partly offset by:
?

Lower downtime due to the absence of planned



turnarounds at the Greater Prudhoe Area.
?

New wells online at our operated assets on the



North Slope-GKA and WNS.















52
Lower 48
2020
2019
2018
Net Income (Loss) Attributable to ConocoPhillips

(millions of dollars)
$
(1,122)
436
1,747
Average Net Production
Crude oil (MBD)
213
266
229
Natural gas liquids (MBD)
74
81
69
Natural gas (MMCFD)
585
622
596
Total Production

(MBOED)
385
451
397
Average Sales Prices

Crude oil ($ per bbl)
$
35.17
55.30
62.99
Natural gas liquids ($ per bbl)
12.13
16.83
27.30
Natural gas ($ per mcf)
1.65
2.12
2.82

The Lower 48 segment consists of operations located

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

During

2020, the Lower 48 contributed 40 percent of our

consolidated liquids production and 44 percent of

our

consolidated natural gas production.

2020 vs. 2019



Net Income (Loss) Attributable to ConocoPhillips
Lower 48 reported a loss of $1,122 million in 2020,

compared with earnings of $436 million

in 2019.



Earnings were negatively impacted by:
?

Lower realized crude oil, NGL and natural gas prices. ?

Lower crude oil sales volumes due to normal



field decline and production curtailments.
?

Higher impairments, primarily related to developed



properties in our non-core assets which were
written down to fair value due to lower commodity

prices and development plan changes.



See Note
8-Impairments and Note 14-Fair Value Measurement, for additional information.


Earnings were positively impacted by:
?

Lower exploration expenses, primarily

due to the absence of 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.


?

Lower DD&A expenses, primarily due to normal

field decline and production curtailments,

partly

offset by increased DD&A rates due to price-related downward

reserve revisions.



?

Lower production and operating expenses, primarily



due to lower activities driven by production
curtailments in response to the low price environment

and disposition impacts.
?

Lower taxes other than income taxes, primarily

due to lower realized prices and volumes.

Production

Total average production decreased 66 MBOED in 2020 compared with 2019,



primarily due to:
?

Normal field decline.
?

Production curtailments of approximately 55 MBOED



in response to the low crude oil price
environment.

These production decreases were partly offset by:
?

New wells online from the Eagle Ford, Permian and



Bakken.

















53
Canada
2020*
2019**
2018**
Net Income (Loss) Attributable to ConocoPhillips
(millions of dollars)
$
(326)
279
63
Average Net Production
Crude oil (MBD)
6
1
1
Natural gas liquids (MBD)
2
-
1
Bitumen (MBD)
55
60
66
Natural gas (MMCFD)
40
9
12
Total Production

(MBOED)
70
63
70
Average Sales Prices

Crude oil ($ per bbl)
$
23.57
40.87
48.73
Natural gas liquids ($ per bbl)
5.41
19.87
43.70
Bitumen ($ per bbl)
8.02
31.72
22.29
Natural gas ($ per mcf)
1.21
0.49
1.00

*Average sales prices include unutilized transportation costs. **Average prices for sales of bitumen produced 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 2020, Canada contributed 9 percent of our

consolidated

liquids production and 3 percent of our consolidated

natural gas production.

2020 vs. 2019



Net Income (Loss) Attributable to ConocoPhillips
Canada operations reported a loss of $326 million

in 2020 compared with earnings of $279 million

in 2019.



Earnings decreased mainly due to:
?

Lower realized bitumen prices.



?

Higher DD&A expenses, primarily due to increased volumes and DD&A rates

from Montney production.



?

Lower bitumen sales due to production curtailments at Surmont.




Earnings were positively impacted by:
?

Increased Montney production from Pad 1 & 2 wells online and partial



year production from the Kelt
acquisition completed in August of 2020.



Production

Total average production increased 7 MBOED in 2020 compared with 2019.



The production increase was
primarily due to:
?

Increased liquids and natural gas production from Montney Pad 1 & 2 wells online

and partial year
production from the Kelt acquisition completed in August of 2020.

?

Decreased mandated production curtailments imposed by the Alberta government.




The production increase was partly offset by:
?

Lower bitumen production,

primarily due to voluntary curtailments at Surmont in response to the low price environment of 12 MBOED.


















54
Europe, Middle East and North Africa
2020
2019*
2018*
Net Income Attributable to ConocoPhillips

(millions of dollars)
$
448
3,170
2,594
Consolidated Operations
Average Net Production
Crude oil (MBD)
86
138
149
Natural gas liquids (MBD)
4
7
8
Natural gas (MMCFD)
275
478
503
Total Production

(MBOED)
136
224
241
Average Sales Prices

Crude oil ($ per bbl)
$
43.30
64.94
70.71
Natural gas liquids ($ per bbl)
23.27
29.37
36.87
Natural gas ($ per mcf)
3.23
4.92
7.65
*Prior periods have been updated to reflect the Middle East Business Unit

moving from Asia Pacific to the Europe, Middle East and North Africa segment.

See Note 24-Segment Disclosures and Related Information in the Notes

to Consolidated Financial Statements for additional information.

The Europe,

Middle East and North Africa segment consists

of operations principally located in the Norwegian sector of the North Sea; the Norwegian Sea;

Qatar; Libya; and commercial and terminalling



operations in the
U.K.

In 2020, our Europe, Middle East and North

Africa operations contributed 13 percent of our consolidated liquids production and 20 percent of our consolidated

natural gas production.

2020 vs. 2019

Net Income Attributable to ConocoPhillips

Earnings for Europe,

Middle East and North Africa operations



of $448 million decreased $2,722 million in
2020 compared with 2019.

The decrease in earnings was primarily



due to:
?

The absence of a $2.1 billion after-tax gain associated



with the completion of the sale of two
ConocoPhillips U.K. subsidiaries.

For additional information, see Note 4-Asset



Acquisitions and
Dispositions in the Notes to Consolidated Financial

Statements.


?

Lower equity in earnings of affiliates, primarily due to



lower LNG sales prices.
?

Lower realized crude oil prices in Norway.

In the fourth quarter of 2020, the effective tax rate within

our equity method investment in the Europe, Middle East and North Africa segment increased.



Consolidated Production
Average consolidated production decreased 88 MBOED in 2020, compared with 2019.

The decrease was
mainly due to:
?

The absence of production related to our U.K.



disposition in the third quarter of 2019.
?

Lower volumes from Libya due to a cessation of



production following a period of civil unrest.
?

Normal field decline.



These production decreases were partly offset by:
?

New wells online in Norway.















55
Asia Pacific
2020
2019*
2018*
Net Income Attributable to ConocoPhillips

(millions of dollars)
$
962
1,483
1,342
Consolidated Operations
Average Net Production
Crude oil (MBD)
69
85
89
Natural gas liquids (MBD)
1
4
3
Natural gas (MMCFD)
429
637
626
Total Production

(MBOED)
141
196
196
Average Sales Prices

Crude oil ($ per bbl)
$
42.84
65.02
70.93
Natural gas liquids ($ per bbl)
33.21
37.85
47.20
Natural gas ($ per mcf)
5.39
5.91
6.15
*Prior periods have been updated to reflect the Middle East Business Unit

moving from Asia Pacific to the Europe, Middle East and North Africa segment.

See Note 24-Segment Disclosures and Related Information in the Notes

to Consolidated Financial Statements for additional information.

The Asia Pacific segment has operations in China,

Indonesia, Malaysia and Australia.

During 2020,

Asia Pacific
contributed 10 percent of our consolidated liquids

production and 32 percent of our consolidated



natural gas
production.


2020 vs. 2019

Net Income Attributable to ConocoPhillips
Asia Pacific reported earnings of $962 million

in 2020, compared with $1,483 million in



2019.

The decrease in
earnings was mainly due to:
?

Lower sales volumes, primarily from lower LNG

sales due to the Australia-West divestiture; lower crude oil sales volumes in Malaysia, primarily

due to production curtailments; and lower crude



oil sales
volumes in China due to the expiration of the Panyu

production license.

For more information related to our Australia-West divestiture, see Note 4-Asset Acquisitions and Dispositions in the



Notes to
Consolidated Financial Statements.
?

Lower realized commodity prices.
?

Lower equity in earnings of affiliates from APLNG, mainly



due to lower LNG sales prices.
?

The absence of a $164 million income tax benefit

related to deepwater incentive tax credits



from the
Malaysia Block G.

Earnings were positively impacted by:
?

A $597 million after-tax gain on disposition related

to our Australia-West divestiture.

Consolidated Production Average consolidated production decreased 28 percent in 2020, compared with 2019.



The decrease was
primarily due to:
?

The divestiture of our Australia-West assets.
?

Normal field decline.
?

Higher unplanned downtime due to the rupture

of a third-party pipeline impacting gas production from the Kebabangan Field in Malaysia. ?

The expiration of the Panyu production license in

China.


?

Production curtailments of 4 MBOED in Malaysia.

56


These production decreases were partly offset by:
?

Development activity at Bohai Bay in China and



Gumusut in Malaysia.


Other International
2020
2019
2018
Net Income (Loss) Attributable to ConocoPhillips
(millions of dollars)
$
(64)
263
364

The Other International segment includes exploration

activities in Colombia and Argentina and contingencies associated with prior operations in other countries.

As a result of our completed Concho acquisition

on

January 15, 2021, we refocused our exploration

program and announced our intent to pursue a managed



exit
from certain areas.

2020 vs. 2019

Other International operations reported a loss of $64

million in 2020,



compared with earnings of $263 million
in 2019.

The decrease in earnings was primarily due

to:


?

The absence of $317 million after-tax in other



income from a settlement award with PDVSA
associated with prior operations in Venezuela.

For additional information related to this settlement award, see Note 12-Contingencies and Commitments,



in the Notes to Consolidated Financial
Statements.
?

Increased exploration expenses, primarily

due to dry hole costs and a full impairment of

capitalized

undeveloped leasehold costs in Colombia.











57
Corporate and Other
Millions of Dollars
2020
2019
2018
Net Income (Loss) Attributable to ConocoPhillips
Net interest
$
(662)
(604)
(680)
Corporate general and administrative expenses
(200)
(252)
(91)
Technology
(26)
123
109
Other
(992)
771
(1,005)
$
(1,880)
38
(1,667)


2020 vs. 2019

Net interest consists of interest and financing expense,

net of interest income and capitalized interest.

Net

interest expense increased $58 million in 2020 compared

with 2019,



primarily due to lower interest income
related to lower cash and cash equivalent balances

and yield.

Corporate G&A expenses include compensation

programs and staff costs.



These costs decreased by $52
million in 2020 compared with 2019, primarily

due to mark to market adjustments associated



with certain
compensation programs.

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 decreased by $149 million in 2020 compared with 2019, primarily due to lower 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" decreased by $1,763 million



in 2020 compared with 2019,
primarily due to:

?

An unrealized loss of $855 million after-tax

on our CVE common shares in 2020,



compared with a
$649 million after-tax unrealized gain in 2019.
?

The absence of 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 18-Income Taxes, in the
Notes to Consolidated Financial Statements,

for additional information related to the 2017 Tax Cuts and Jobs Act.










58
CAPITAL RESOURCES AND LIQUIDITY
Financial Indicators
Millions of Dollars
Except as Indicated
2020
2019
2018
Net cash provided by operating activities
$
4,802
11,104
12,934
Cash and cash equivalents
2,991
5,088
5,915
Short-term investments
3,609
3,028
248
Short-term debt
619
105
112
Total debt
15,369
14,895
14,968
Total equity
29,849
35,050
32,064
Percent of total debt to capital*
34
%
30
32
Percent of floating-rate debt to total debt
7
%
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 2020, the primary uses of
our available cash were $4,715 million to support

our ongoing capital expenditures and investments

program;

$1,831 million to pay dividends on our common

stock; $892 million to repurchase our common



stock; and
$658 million for net purchase of investments.

During 2020, cash and cash equivalents decreased



by $2,097
million to $2,991 million.

We entered the year with a strong balance sheet including cash and cash equivalents



of over $5 billion, short-
term investments of $3 billion, and an undrawn

credit facility of $6 billion, totaling approximately

$14 billion
in available liquidity.

This strong foundation allowed us to be measured



in our response to the sudden change
in business environment as we exited the first

quarter of 2020.

In response to the oil market downturn

that

began in early 2020,

we announced the following capital, share repurchase



and operating cost reductions. We
reduced our 2020 operating plan capital expenditures

by a total of $2.3 billion, or approximately

thirty-five

percent of the original guidance.

We suspended our share repurchase program, further reducing cash outlays by approximately $2 billion.

We also reduced our operating costs by approximately $0.6 billion,



or roughly
ten percent of the original 2020 guidance.

Collectively, these actions represent a reduction in 2020 cash uses of approximately $5 billion versus the original operating

plan.

Considering the weakness in oil prices during the

second quarter of 2020, we established a framework

for

evaluating and implementing economic curtailments,

which resulted in taking an additional significant



step of
curtailing production, predominantly from

operated North American assets.



Due to our strong balance sheet,
we were in an advantaged position to forgo some production

and cash flow in anticipation of receiving higher
cash flows for those volumes in the future.

Based on our economic criteria, we began

restoring production from voluntary curtailments in July, and with oil prices stabilizing around $40 per



barrel, we ended our
curtailment program by the end of the third quarter.


In the fourth quarter of 2020, we resumed

share repurchases, repurchasing $0.2 billion



of shares in October,
before suspending our share repurchase program

upon entry into a definitive agreement to

acquire Concho.

We resumed share repurchases in February 2021 after completion of our Concho



acquisition.


As of December 31, 2020,

we had cash and cash equivalents of $3.0 billion,



short-term investments of $3.6
billion, and available borrowing capacity under

our credit facility of $5.7 billion, totaling



over $12 billion of
liquidity.

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, dividend
payments and required debt payments.




59

Significant Changes in Capital



Operating Activities
During 2020, cash provided by operating activities

was $4,802 million, a 57 percent decrease from 2019.

The

decrease was primarily due to lower realized

commodity prices, normal field decline,



production curtailments,
the divestiture of our U.K.

and Australia-West assets, and the absence in 2020 of collections under our settlement agreement with PDVSA,

partially offset by lower production and operating



expenses.


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.

The level of absolute production volumes, as

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

Full-

year production averaged 1,127 MBOED in 2020.

Full-year production excluding Libya averaged

1,118

MBOED in 2020.

Adjusting for estimated curtailments of approximately



80 MBOED;

closed acquisitions and
dispositions;

and excluding Libya; production for 2020 was 1,176 MBOED.



Production in 2021 is expected to
be approximately 1.5 MMBOED, reflecting the

impact from the Concho acquisition.



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.

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.



Our reserve replacement was negative 86
percent in 2020, reflecting the impact of lower

prices, which reduced reserves by approximately

600 MMBOE.

Our organic reserve replacement, which excluded a net

decrease of 7 MMBOE from sales and purchases,

was

negative 84 percent in 2020.

In the three years ended December 31, 2020, our reserve

replacement was 59 percent, reflecting the impact

of

lower prices in 2020.

Our organic reserve replacement during the three years



ended December 31, 2020,
which excluded a net increase of 89 MMBOE related

to sales and purchases, was 53 percent.

For additional information about our 2021 capital

budget, see the "2021 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.



It is not possible to reliably
predict how revisions will impact reserve quantities

in the future.



Investing Activities
In 2020, we invested $4.7 billion in capital

expenditures, of which $0.5 billion consisted of

strategic

acquisitions, including additional Montney acreage.

Capital expenditures invested in 2019 and 2018



were $6.6
billion and $6.8 billion,

respectively.

For information about our capital expenditures



and investments, see the
"Capital Expenditures and Investments"

section.



60

We invest in short-term investments as part of our cash investment strategy, the primary objective of which is to protect principal, maintain liquidity and provide

yield and total returns;



these investments include time
deposits, commercial paper as well as debt securities

classified as available for sale.



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 13-Derivative and Financial Instruments,

in the Notes to Consolidated Financial

Statements.

Investing activities in 2020 included net purchases

of $658 million of investments,



of which $420 million was
invested in short-term instruments and $238 million

was invested in long-term instruments.

Investing

activities in 2019 included net purchases of $2.9

billion of investments,



of which $2.8 billion was invested in
short-term instruments and $0.1 billion was invested

in long-term instruments.



For additional information, see
Note 13-Derivative and Financial Instruments,

in the Notes to Consolidated Financial

Statements.

Proceeds from asset sales in 2020 were $1.3 billion.



We received cash proceeds of $765 million for the
divestiture of our Australia-West assets and operations,

with another $200 million payment due upon final
investment decision of the proposed Barossa

development project.



We also received proceeds of $359 million
and $184 million for the sale of our Niobrara interests

and Waddell Ranch interests in the Lower 48,
respectively.


Proceeds from asset sales in 2019 were $3.0 billion,

including $2.2 billion for the sale of



two ConocoPhillips
U.K. subsidiaries and $350 million for

the sale of our 30 percent interest in the Greater



Sunrise Fields.
Proceeds from assets sales in 2018 were $1.1

billion, including several non-core assets in



the Lower 48, as
well as the sale of a ConocoPhillips subsidiary

which held 16.5 percent of our 24 percent interest



in the Clair
Field in the U.K.

For additional information on our dispositions,



see Note 4-Asset Acquisitions and
Dispositions in the Notes to Consolidated Financial

Statements.



Financing Activities
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.

The amount of the facility is not subject to

the

redetermination prior to its expiration date.

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's ability to issue up to $6.0 billion of
commercial paper, which is primarily a funding source for short-term

working capital needs.

Commercial

paper maturities are generally limited to 90 days.

With $300 million of commercial paper outstanding and no direct borrowings or letters of credit,

we had $5.7 billion in available borrowing capacity



under the revolving
credit facility at December 31, 2020.

We may consider issuing additional commercial paper in the future to supplement our cash position.

In October 2020, Moody's affirmed its rating of our senior long-term debt of "A3"



with a "stable" outlook, and
affirmed its rating of our short-term debt as "Prime-2."

In January 2021, Fitch affirmed its rating of our long- term debt as "A" with a "stable" outlook and affirmed its

rating of our short-term debt as "F1+."



On January
25, 2021, S&P revised the industry risk assessment

for the E&P industry to 'Moderately High' from

61

'Intermediate' based on a view of increasing

risks from the energy transition, price volatility, and weaker profitability.

On February 11, 2021, S&P downgraded its rating of our long-term debt



from "A" to "A-" with a
"stable" outlook and downgraded its rating of our short-term

debt from "A-1" to "A-2."



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, upon downgrade of our credit ratings.

If our credit ratings



are downgraded from their
current levels, 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
of credit as collateral.

At December 31, 2020 and 2019, we had direct



bank letters of credit of $249 million
and $277 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.

On January 15, 2021, we completed the acquisition

of Concho in an all-stock transaction. In the acquisition, we assumed Concho's publicly traded debt.

On December 7, 2020, we launched an offer to exchange Concho's publicly traded debt for debt issued by ConocoPhillips.



The exchange offer settled on February 8,
2021.

Of the approximately $3.9 billion in aggregate



principal amount of Concho's notes subject to the
exchange offer, 98 percent, or approximately $3.8 billion, was tendered and

exchanged for new debt issued by
ConocoPhillips.

There were no impacts to ConocoPhillips'

credit ratings as a result of the debt exchange.

For

additional information,

see Note 10-Debt and Note 25-Acquisition



of Concho Resources Inc., in the Notes
to Consolidated Financial Statements.


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



we have the ability to issue
and sell an indeterminate amount of various types

of debt and equity securities.

Guarantor Summarized Financial Information

We have various cross guarantees among ConocoPhillips, ConocoPhillips Company



and Burlington Resources
LLC, with respect to publicly held debt securities.

ConocoPhillips Company is 100 percent



owned by
ConocoPhillips.

Burlington Resources LLC is 100 percent

owned by ConocoPhillips Company.

ConocoPhillips and/or ConocoPhillips Company

have fully and unconditionally guaranteed



the payment
obligations of Burlington Resources LLC, with respect

to its publicly held debt securities.

Similarly,

ConocoPhillips has fully and unconditionally

guaranteed the payment obligations of ConocoPhillips

Company

with respect to its publicly held debt securities.

In addition, ConocoPhillips Company



has fully and
unconditionally guaranteed the payment obligations

of ConocoPhillips with respect to its publicly



held debt
securities.

All guarantees are joint and several.

In March of 2020, the SEC adopted amendments

to simplify the financial disclosure requirements

for

guarantors and issuers of guaranteed securities

registered under Rule 3-10 of Regulation S-X.



Based on our
evaluation of our existing guarantee relationships,

we qualify for the transition to alternative disclosures.

We

elected early voluntary compliance with the final

amendments beginning in the third quarter

of 2020.

Accordingly, condensed consolidating information by guarantor and issuer of



guaranteed securities will no
longer be reported, and alternative disclosures

of summarized financial information for the

consolidated

Obligor Group is presented.

The following tables present summarized financial



information for the Obligor
Group, as defined below:

?

The Obligor Group will reflect guarantors and issuers



of guaranteed securities consisting of
ConocoPhillips, ConocoPhillips Company and

Burlington Resources LLC.
?

Consolidating adjustments for elimination

of investments in and transactions between the collective guarantors and issuers of guaranteed securities



are reflected in the balances of the summarized
financial information.















62
?

Non-Obligated Subsidiaries are excluded

from this presentation.

Transactions and balances reflecting activity between the Obligors



and Non-Obligated Subsidiaries are
presented separately below:


Summarized Income Statement Data
Millions of Dollars
2020
Revenues and Other Income
$
8,375
Income (loss) before income taxes
(2,999)
Net income (loss)
(2,701)
Net Income (Loss) Attributable to ConocoPhillips
(2,701)


Summarized Balance Sheet Data
Millions of Dollars
December 31, 2020
Current assets
$
8,535
Amounts due from Non-Obligated Subsidiaries, current
440
Noncurrent assets
37,180
Amounts due from Non-Obligated Subsidiaries, noncurrent
7,730
Current liabilities
3,797
Amounts due to Non-Obligated Subsidiaries, current
1,365
Noncurrent liabilities
18,627
Amounts due to Non-Obligated Subsidiaries, noncurrent
3,972


Capital Requirements

For information about our capital expenditures

and investments, see the "Capital Expenditures



and
Investments"

section.

Our debt balance at December 31, 2020, was $15,369

million, an increase of $474 million from



the balance at
December 31, 2019.

Maturities of debt (including payments for



finance leases) due in 2021 of $601 million,
excluding net unamortized premiums and discounts,

will be paid from current cash balances and cash
generated by operations.

For more information on Debt, see Note 10-Debt,



in the Notes to Consolidated
Financial Statements.

We believe in delivering value to our shareholders via a growing and sustainable dividend



supplemented by
additional returns of capital, including share repurchases.

In 2020, we paid $1,831 million, $1.69 per share of common stock, in dividends. This is an increase

over 2019 and 2018, when we paid $1.34 and

$1.16 per share
of common stock, respectively.

In February 2021, we announced a quarterly dividend



of $0.43 per share,
payable March 1, 2021, to stockholders of record

at the close of business on February 12, 2021.

In late 2016, we initiated our current share repurchase



program, which has a current total program
authorization of $25 billion of our common stock.

Cost of share repurchases were $892 million,

$3,500

million and $2,999 million in 2020, 2019 and

2018,

respectively.



Share repurchases since inception of our
current program totaled 189

million shares at a cost of $10,517 million, as of

December 31, 2020.



In the
fourth quarter of 2020, we suspended share repurchases

upon entry into a definitive agreement



to acquire
Concho.

We resumed share repurchases in February 2021 after the completion of our Concho acquisition.

Repurchases are made at management's discretion, at prevailing prices,



subject to market conditions and other
factors.























63

Our dividend and share repurchase programs are

subject to numerous considerations, including

market

conditions, management discretion and other factors.



See "Item 1A-Risk Factors
-
Our ability to declare and
pay dividends and repurchase shares is subject to

certain considerations."

In addition to the requirements above, we have contractual

obligations for the purchase of goods and services of approximately $8,123 million.

We expect to fulfill $2,805 million of these obligations in 2021. These figures exclude purchase commitments

for jointly owned fields and facilities where

we are not the operator.

Purchase obligations of $5,237 million

are related to agreements to access and utilize



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

and LNG product terminals, to transport, process,



treat and
store commodities.

Purchase obligations of $2,290 million are related



to market-based contracts for
commodity product purchases with third parties.

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.




Capital Expenditures and Investments
Millions of Dollars
2020
2019
2018
Alaska
$
1,038
1,513
1,298
Lower 48
1,881
3,394
3,184
Canada
651
368
477
Europe, Middle East and North Africa
600
708
877
Asia Pacific
384
584
718
Other International
121
8
6
Corporate and Other
40
61
190
Capital Program
$
4,715
6,636
6,750

Our capital expenditures and investments

for the three-year period ended December 31,



2020 totaled $18.1
billion.

The 2020 expenditures supported key exploration



and developments, primarily:


?

Development and appraisal in the Lower 48, including

Eagle Ford, Permian, 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.



?

Development and exploration activities

across assets in Norway.



?

Appraisal activities in liquids-rich plays and optimization

of oil sands development in Canada.



?

Continued development activities in China, Malaysia,

and Indonesia.



?

Exploration activities in Argentina.

2021 CAPITAL BUDGET

In February 2021, we announced 2021 operating

plan capital for the combined company of $5.5

billion.

The

plan includes $5.1 billion to sustain current

production and $0.4 billion for investment



in major projects,
primarily in Alaska, in addition to ongoing exploration

appraisal activity.

The operating plan capital budget of $5.5 billion

is expected to deliver production from the combined

company

of approximately 1.5 MMBOED in 2021.

This production guidance excludes Libya.

For information on PUDs and the associated costs

to develop these reserves, see the "Oil and Gas



Operations"
section in this report.



64
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
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 low
end of the range is accrued.

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

We accrue receivables for insurance or other third-party recoveries when applicable.



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 12-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 18-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.

65


?

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. ?

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, 2020, there were 15 sites around

the U.S. in which we were identified as



a potentially
responsible party under CERCLA and comparable

state laws.

66

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
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 $393 million

in 2020 and are expected to be about $435 million



per year
in 2021 and 2022.

Capitalized environmental costs were $161 million



in 2020 and are expected to be about
$210 million per year in 2021 and 2022.

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, 2020, our balance sheet included

total accrued environmental costs of

$180 million,
compared with $171 million at December 31,

2019, 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.



67


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 and 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



2020 was
approximately $7 million before-tax.
?

The Alberta Technology Innovation and Emissions Reduction (TIER) regulation



requires any existing
facility with emissions equal to or greater than 100,000

metric tonnes of carbon dioxide, or equivalent,
per year to meet a facility benchmark intensity.

The total cost of these regulations in 2020

was


approximately $2 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 U.S. government 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 2020 was approximately $29 million (net

share before-tax).



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

British Columbia and Alberta operations in

Canada,

totaling approximately $3.5 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 Convention on Climate

Change, setting out a process for achieving

global

emission reductions.

The new administration has recommitted

the United States to the Paris
Agreement, and a significant number of U.S. state

and local governments and major corporations
headquartered in the U.S. have also announced

related commitments.

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.




68
?

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.


Climate Change Litigation

Beginning in 2017, governmental and other entities

in several states in the U.S. have filed lawsuits



against oil
and gas companies, including ConocoPhillips,

seeking compensatory damages and equitable



relief to abate
alleged climate change impacts.

Additional lawsuits with similar allegations

are expected to be filed.

The

amounts claimed by plaintiffs are unspecified and the legal



and factual issues involved in these cases are
unprecedented.

ConocoPhillips believes these lawsuits are



factually and legally meritless and are an
inappropriate vehicle to address the challenges

associated with climate change and will



vigorously defend
against such lawsuits.

Several Louisiana parishes and the State of Louisiana

have filed 43 lawsuits under Louisiana's State and Local Coastal Resources Management Act (SLCRMA)

against oil and gas companies, including ConocoPhillips, seeking compensatory damages for contamination

and erosion of the Louisiana coastline



allegedly caused by
historical oil and gas operations.

ConocoPhillips entities are defendants



in 22 of the lawsuits and will
vigorously defend against them.

Because Plaintiffs' SLCRMA theories are unprecedented,



there is uncertainty
about these claims (both as to scope and damages)

and any potential financial impact on the company.



Company Response to Climate-Related Risks
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 three different scopes.



Gross operated Scope 1 and Scope 2 GHG emissions
help us understand our 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.


Scope 3 emissions are indirect emissions

from sources that we neither own nor control.










69

We announced in October 2020 the adoption of a Paris-aligned climate risk framework



with the objective of
implementing a coherent set of choices designed

to facilitate the success of our existing exploration

and

production business through the energy transition.

Given the uncertainties remaining about how the

energy

transition will evolve, the strategy aims to be robust

across a range of potential future outcomes.

The strategy is comprised of four pillars:



?

Targets:

Our target framework consists of a hierarchy of targets, from a long-term



ambition that sets
the direction and aim of the strategy, to a medium-term performance target for
GHG emissions
intensity, to shorter-term targets for flaring and methane intensity reductions.
These

performance

targets are supported by lower-level internal business



unit goals to enable the company to achieve the
company-wide targets.

We have set a target to reduce our gross operated (scope 1 and 2) emissions intensity by 35 to 45 percent from 2016 levels by

2030, with an ambition to achieve net-zero



operated
emissions by 2050.

We have joined the World

Bank Flaring Initiative to work towards



zero routine
flaring of gas by 2030.
?

Technology choices:

We expanded our Marginal Abatement Cost Curve process to provide a broader range of opportunities for emission reduction



technology.
?

Portfolio choices:

Our corporate authorization process requires



all qualifying projects to include a
GHG price in their project approval economics.

Different GHG prices are used depending on the
region or jurisdiction.

Projects in jurisdictions with existing GHG



pricing regimes incorporate the
existing GHG price and forecast into their

economics.



Projects where no existing GHG pricing
regime exists utilize a scenario forecast from our

internally consistent World Energy Model.

In this way, 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.
?

External engagement: Our external engagement

aims to differentiate ConocoPhillips within the oil and gas sector with our approach to managing climate-related

risk.



We are a Founding Member of the
Climate Leadership Council (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.


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 G&G 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



70

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 2020, the remaining $2.4 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
$1.9 billion is concentrated in 10 major development

areas, the majority of which are not expected to



move to
proved properties in 2021.

Management periodically assesses individually



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 2020,

total suspended well costs were $682 million,



compared with $1,020 million at year-end
2019.

For additional information on suspended wells,

including an aging analysis, see Note 7-Suspended Wells and Exploration Expenses, in the Notes to Consolidated Financial Statements.





71
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 reach the end



of its economic
life is based on 12-month average prices and current

costs.



This date estimates when production will end and
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 2020, the net book value of productive PP&E subject to a unit-of-production calculation was

approximately $33 billion and the DD&A recorded



on these
assets in 2020 was approximately $5.3 billion.

The estimated proved developed reserves for



our consolidated
operations were 3.2 billion BOE at the end

of 2019 and 2.5 billion BOE at the end of

2020.



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 2020

would have increased by an estimated $588



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.

If

there is an indication the carrying amount of

an asset may not be recovered, a recoverability



test is performed
using management's assumptions for prices, volumes and future development

plans.



If, upon review, the sum
of the undiscounted cash flows before income-taxes

is less than the carrying value of the asset



group, the
carrying value is written down to estimated fair

value and reported as impairments in the



periods in which the
determination is made.

Individual assets are grouped for impairment



purposes at 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

and prices 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 estimated

future production volumes, commodity

prices, operating

72

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 8-Impairments, in the
Notes to Consolidated Financial Statements,

for additional information.

Investments in nonconsolidated entities

accounted for under the equity method are assessed



for impairment
whenever changes in the facts and circumstances indicate

a loss in value has occurred.



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 such a condition is judgmentally determined

to be 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 and prices
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 5-Investments,



Loans and
Long-Term Receivables,

in the Notes to Consolidated Financial

Statements, for additional 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.



Fair value is estimated using a
present value approach, incorporating assumptions

about estimated amounts and timing of settlements

and

impacts of the use of technologies.

Estimating future asset removal costs requires

significant judgement.

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.

The carrying value of our asset retirement

obligation estimate is sensitive to inputs such as 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, which are all



subject to change
between the time of initial recognition of the liability

and future settlement of our obligation.

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 9-
Asset Retirement Obligations and Accrued Environmental

Costs, in the Notes to Consolidated Financial
Statements, for additional information.

73

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

$1,200 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
$110 million, while a 100 basis-point decrease in the return

on plan assets assumption would increase annual
benefit expense by $80 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
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 17-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 12-Contingencies

and Commitments, in the Notes to Consolidated
Financial Statements.

Income Taxes

We are subject to income taxation in numerous jurisdictions worldwide.



We record deferred tax assets and
liabilities to account for the expected future tax

consequences of events that have been recognized



in our
financial statements and our tax returns.

We routinely assess our deferred tax assets and reduce such assets by a valuation allowance if we deem it is more

likely than not that some portion, or all,



of the deferred tax assets

74
will not be realized.

In assessing the need for adjustments



to existing valuation allowances, we consider all
available positive and negative evidence. Positive

evidence includes reversals of temporary

differences,

forecasts of future taxable income, assessment of

future business assumptions and applicable



tax planning
strategies that are prudent and feasible. Negative

evidence includes losses in recent years



as well as the
forecasts of future net income (loss) in the realizable

period. In making our assessment regarding

valuation

allowances, we weight the evidence based on

objectivity.



Numerous judgments and assumptions are inherent
in the determination of future taxable income, including

factors such as future operating conditions



and the
assessment of the effects of foreign taxes on our U.S. federal

income taxes (particularly as related to prevailing oil and gas prices).

See Note 18-Income Taxes for additional information, in the Notes to Consolidated Financial Statements.

We regularly assess and, if required, establish accruals for uncertain tax positions that



could result from
assessments of additional tax by taxing jurisdictions

in countries where we operate.



We recognize a tax benefit
from an uncertain tax position when it is more

likely than not that the position will be sustained

upon

examination, based on the technical merits

of the position.



These accruals for uncertain tax positions are
subject to a significant amount of judgment and

are reviewed and adjusted on a periodic basis



in light of
changing facts and circumstances considering the

progress of ongoing tax audits, court proceedings,



changes in
applicable tax laws, including tax case rulings and

legislative guidance, or expiration of the



applicable statute
of limitations.

See Note 18-Income Taxes for additional information, in the Notes to Consolidated



Financial
Statements.

75
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, objectives of management for future operations,

the anticipated benefits of the transaction



between us
and Concho, the anticipated impact of the transaction

on the combined company's business and future
financial and operating results, the expected amount

and the timing of synergies from the transaction

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," "believe,"

"budget," "continue," "could," "effort," "estimate," "expect," "forecast," "intend," "goal," "guidance,"

"may," "objective," "outlook," "plan," "potential," "predict," "projection," "seek," "should," "target," "will,"

"would" 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



and uncertainties, including, but not
limited to, the following:


?

The impact of public health crises, including pandemics



(such as COVID-19) and epidemics and any
related company or government policies or

actions.


?

Global and regional changes in the demand, supply, prices, differentials or other market

conditions

affecting oil and gas, including changes resulting from a



public health crisis or from the imposition or
lifting of crude oil production quotas or other

actions that might be imposed by OPEC



and other
producing countries and the resulting company

or third-party actions in response to such changes. ?

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 charges 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,

76

announced and future E&P 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, terrorism, cyber attacks,



and information technology failures,
constraints or disruptions.
?

Changes in international monetary conditions and



foreign currency exchange rate fluctuations.
?

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

and


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, including the

potential for litigation related to the



transaction with
Concho, 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; 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.
?

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 or investment sentiment.
?

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



pending or
future 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 pending or future asset dispositions or acquisitions, including the diversion of management time and

attention.


?

Our inability to deploy the net proceeds from any

asset dispositions that are pending or



that we elect to
undertake in the future 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 capital expenditure reductions.
?

The inadequacy of storage capacity for our products,

and ensuing curtailments, whether voluntary

or

involuntary, required to mitigate this physical constraint. ?

Our ability to successfully integrate Concho's business. ?

The risk that the expected benefits and cost

reductions associated with the transaction with

Concho

may not be fully achieved in a timely manner, or at all. ?

The risk that we will be unable to retain and hire



key personnel.
?

Unanticipated difficulties or expenditures relating to



integration with Concho.
?

Uncertainty as to the long-term value of our common

stock.


?

The diversion of management time on integration-related

matters.


?

The factors generally described in Item 1A-Risk



Factors in this 2020 Annual Report on Form 10-K
and any additional risks described in our other filings

with the SEC.


77
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, 2020,

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, 2020 and 2019, was immaterial



to our
consolidated cash flows and net income attributable

to ConocoPhillips.




























78
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.



A hypothetical 10 percent change in
prevailing interest rates would not have a material

impact on interest expense associated with our floating-rate debt.

The fair value of the fixed-rate debt is measured

using prices available from a pricing service



that is
corroborated by market data.

Changes to prevailing interest rates would not



impact our cashflows associated
with fixed rate debt,

unless we elect to repurchase or retire such

debt prior to maturity.




Millions of Dollars Except as Indicated
Debt
Fixed

Average

Floating

Average

Rate

Interest

Rate

Interest
Expected Maturity Date
Maturity
Rate
Maturity

Rate
Year

-End 2020
2021
$
133
8.47
%
$
300
0.22
%
2022
346
2.53
500
1.12
2023
110
7.03
-
-
2024
459
3.51
-
-
2025
368
5.33
-
-
Remaining years
11,793
6.28
283
0.11
Total
$
13,209
$
1,083
Fair value
$
18,023
$
1,083
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

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, 2020 and 2019, we held foreign



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

swaps for purposes of mitigating our cash-related
exposures.

Although these forwards and swaps 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, 2020,

we had outstanding foreign currency exchange



forward contracts to sell $0.45 billion
CAD at $0.748 CAD against the U.S. dollar.

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.



Based on the
assumed volatility in the fair value calculation,

the net fair value of these foreign currency



contracts at
December 31, 2020 and December 31, 2019, were

a before-tax loss of $16 million and $28 million,


















79
respectively.

Based on an adverse hypothetical 10 percent



change in the December 2020 and December 2019
exchange rate, this would result in an additional

before-tax loss of $39 million and $115 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.

The gross notional and fair value of these positions

at December 31, 2020 and 2019, were as follows:

In Millions



Foreign Currency Exchange Derivatives
Notional
Fair Value*
2020
2019
2020
2019
Sell Canadian dollar, buy U.S. dollar
CAD
450
1,350
(16)
(28)
Buy Canadian dollar, sell U.S. dollar
CAD
80
13
2
-
Sell British pound, buy euro
GBP
8
-
-
-
Buy British pound, sell euro
GBP
3
4
-
-
*Denominated in USD.
For additional information about our use of derivative

instruments, see Note 13-Derivative

and Financial

Instruments, in the Notes to Consolidated Financial

Statements.

80

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