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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

10-Q

(Mark One)

[X]

QUARTERLY

REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended

March 31, 2020

[

]

TRANSITION

REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from

Commission file number:

001-32395

ConocoPhillips

(Exact name of registrant as specified in its charter)

Delaware

01-0562944

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

925 N. Eldridge Parkway

Houston

77079

(Address of principal executive offices) (Zip Code)

281

293-1000

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbols

Name of each exchange on which registered

Common Stock, $.01 Par Value

COP

New York Stock Exchange

7% Debentures due 2029

CUSIP—718507BK1

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities

Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such

reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes

[x] No [

]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted

pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that

the registrant was required to submit and post such files).

Yes

[x] No [

]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller

reporting company, or an emerging growth company.

See the definitions of “large accelerated filer,” “accelerated filer,” “smaller

reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

[x]

Accelerated filer [

]

Non-accelerated filer [

]

Smaller reporting company

[

]

Emerging growth company

[

]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for

complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [

]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [

]

[x]

The registrant had

1,072,425,162

shares of common stock, $.01 par value, outstanding at March 31, 2020.

CONOCOPHILLIPS

TABLE OF CONTENTS

Page

Commonly Used Abbreviations

..................................................................................................................

Part I—Financial Information

Item 1.

Financial Statements

Consolidated Income Statement

...........................................................................................................

Consolidated Statement of Comprehensive Income

............................................................................

Consolidated Balance Sheet

.................................................................................................................

Consolidated Statement of Cash Flows................................................................................................

Notes to Consolidated Financial Statements

........................................................................................

Supplementary Information—Condensed Consolidating

Financial Information

.................................

Item 2.

Management’s Discussion and Analysis of Financial Condition and

Results of Operations

.................................................................................................................

Item 3.

Quantitative and Qualitative Disclosures

About Market Risk

...................................................

Item 4.

Controls and Procedures

............................................................................................................

Part II—Other Information

Item 1.

Legal Proceedings

......................................................................................................................

Item 1A.

Risk Factors

.............................................................................................................................

Item 2.

Unregistered Sales of Equity Securities and Use

of Proceeds ...................................................

Item 6.

Exhibits ......................................................................................................................................

Signature

.....................................................................................................................................................

Commonly Used Abbreviations

The following industry-specific, accounting and

other terms, and abbreviations may be commonly

used in this

report.

Currencies

Accounting

$ or USD

U.S. dollar

ARO

asset retirement obligation

CAD

Canadian dollar

ASC

accounting standards codification

GBP

British pound

ASU

accounting standards update

DD&A

depreciation, depletion and

Units of Measurement

amortization

BBL

barrel

FASB

Financial Accounting Standards

BCF

billion cubic feet

Board

BOE

barrels of oil equivalent

FIFO

first-in, first-out

MBD

thousands of barrels per day

G&A

general and administrative

MCF

thousand cubic feet

GAAP

generally accepted accounting

MBOD

thousand barrels of oil per day

principles

MMBOE

million barrels of oil equivalent

LIFO

last-in, first-out

MMBOD

million barrels of oil per day

NPNS

normal purchase normal sale

MBOED

thousands of barrels of oil

PP&E

properties, plants and equipment

equivalent per day

SAB

staff accounting bulletin

MMBTU

million British thermal units

VIE

variable interest entity

MMCFD

million cubic feet per day

Miscellaneous

Industry

EPA

Environmental Protection Agency

CBM

coalbed methane

European Union

E&P

exploration and production

FERC

Federal Energy Regulatory

FEED

front-end engineering and design

Commission

FPS

floating production system

GHG

greenhouse gas

FPSO

floating production, storage and

HSE

health, safety and environment

offloading

ICC

International Chamber of

JOA

joint operating agreement

Commerce

LNG

liquefied natural gas

ICSID

World Bank’s

International

NGLs

natural gas liquids

Centre for Settlement of

OPEC

Organization of Petroleum

Investment Disputes

Exporting Countries

IRS

Internal Revenue Service

PSC

production sharing contract

OTC

over-the-counter

PUDs

proved undeveloped reserves

NYSE

New York Stock Exchange

SAGD

steam-assisted gravity drainage

SEC

U.S. Securities and Exchange

WCS

Western Canada Select

Commission

WTI

West Texas

Intermediate

TSR

total shareholder return

U.K.

United Kingdom

U.S.

United States of America

PART

FINANCIAL INFORMATION

Item 1.

FINANCIAL STATEMENTS

Consolidated Income Statement

ConocoPhillips

Millions of Dollars

Three Months Ended

March 31

2020

2019

Revenues and Other Income

Sales and other operating revenues

6,158

9,150

Equity in earnings of affiliates

234

188

Gain (loss) on dispositions

(42)

Other income (loss)

(1,539)

702

Total Revenues and

Other Income

4,811

10,057

Costs and Expenses

Purchased commodities

2,661

3,675

Production and operating expenses

1,173

1,271

Selling, general and administrative expenses

(3)

153

Exploration expenses

188

110

Depreciation, depletion and amortization

1,411

1,546

Impairments

521

Taxes other than income

taxes

250

275

Accretion on discounted liabilities

Interest and debt expense

202

233

Foreign currency transactions (gain) loss

(90)

Other expenses

(6)

Total Costs and Expenses

6,374

7,370

Income (loss) before income taxes

(1,563)

2,687

Income tax provision

148

841

Net income (loss)

(1,711)

1,846

Less: net income attributable to noncontrolling interests

(28)

(13)

Net Income (Loss) Attributable to ConocoPhillips

(1,739)

1,833

Net Income (Loss) Attributable to ConocoPhillips Per Share

of Common Stock

(dollars)

Basic

(1.60)

1.61

Diluted

(1.60)

1.60

Average Common

Shares Outstanding

(in thousands)

Basic

1,084,561

1,139,463

Diluted

1,084,561

1,146,515

See Notes to Consolidated Financial Statements.

Consolidated Statement of Comprehensive Income

ConocoPhillips

Millions of Dollars

Three Months Ended

March 31

2020

2019

Net Income (Loss)

(1,711)

1,846

Other comprehensive income (loss)

Defined benefit plans

Reclassification adjustment for amortization of prior service credit

included in net income (loss)

(8)

Net actuarial gain arising during the period

Reclassification adjustment for amortization of net actuarial losses included

in net income (loss)

Income taxes on defined benefit plans

(4)

(5)

Defined benefit plans, net of tax

Net unrealized holding loss on securities

(3)

Income taxes on net unrealized holding loss on securities

Net unrealized holding loss on securities, net of tax

(2)

Foreign currency translation adjustments

(799)

175

Income taxes on foreign currency translation adjustments

Foreign currency translation adjustments, net of tax

(797)

176

Other Comprehensive Income (Loss), Net of

Tax

(788)

189

Comprehensive Income (Loss)

(2,499)

2,035

Less: comprehensive income attributable to noncontrolling

interests

(28)

(13)

Comprehensive Income (Loss) Attributable to ConocoPhillips

(2,527)

2,022

See Notes to Consolidated Financial Statements.

Consolidated Balance Sheet

ConocoPhillips

Millions of Dollars

March 31

December 31

2020

2019

Assets

Cash and cash equivalents

3,908

5,088

Short-term investments

3,866

3,028

Accounts and notes receivable (net of allowance of $

and $

, respectively)

2,116

3,267

Accounts and notes receivable—related parties

148

134

Investment in Cenovus Energy

420

2,111

Inventories

726

1,026

Prepaid expenses and other current assets

1,960

2,259

Total Current Assets

13,144

16,913

Investments and long-term receivables

8,707

8,687

Loans and advances—related parties

167

219

Net properties, plants and equipment (net of accumulated depreciation,

depletion and amortization of $

55,425

and $

55,477

, respectively)

40,645

42,269

Other assets

2,370

2,426

Total Assets

65,033

70,514

Liabilities

Accounts payable

2,900

3,176

Accounts payable—related parties

Short-term debt

126

105

Accrued income and other taxes

853

1,030

Employee benefit obligations

323

663

Other accruals

1,852

2,045

Total Current Liabilities

6,075

7,043

Long-term debt

14,847

14,790

Asset retirement obligations and accrued environmental costs

5,316

5,352

Deferred income taxes

4,141

4,634

Employee benefit obligations

1,563

1,781

Other liabilities and deferred credits

1,704

1,864

Total Liabilities

33,646

35,464

Equity

Common stock (

2,500,000,000

shares authorized at $

.01

par value)

Issued (2020—

1,798,422,031

shares; 2019—

1,795,652,203

shares)

Par value

Capital in excess of par

47,027

46,983

Treasury stock (at cost: 2020—

725,996,869

shares; 2019—

710,783,814

shares)

(47,130)

(46,405)

Accumulated other comprehensive loss

(6,145)

(5,357)

Retained earnings

37,545

39,742

Total Common

Stockholders’ Equity

31,315

34,981

Noncontrolling interests

Total Equity

31,387

35,050

Total Liabilities and Equity

65,033

70,514

See Notes to Consolidated Financial Statements.

Consolidated Statement of Cash Flows

ConocoPhillips

Millions of Dollars

Three Months Ended

March 31

2020

2019

Cash Flows From Operating Activities

Net Income (Loss)

(1,711)

1,846

Adjustments to reconcile net income (loss) to net cash provided by operating

activities

Depreciation, depletion and amortization

1,411

1,546

Impairments

521

Dry hole costs and leasehold impairments

Accretion on discounted liabilities

Deferred taxes

(227)

(1)

Undistributed equity earnings

(Gain) loss on dispositions

(17)

Unrealized (gain) loss on investment in Cenovus Energy

1,691

(343)

Other

(284)

(221)

Working

capital adjustments

Decrease in accounts and notes receivable

1,041

179

Decrease (increase) in inventories

277

(4)

Decrease (increase) in prepaid expenses and other current assets

(79)

Decrease in accounts payable

(297)

(142)

Decrease in taxes and other accruals

(445)

(149)

Net Cash Provided by Operating Activities

2,105

2,894

Cash Flows From Investing Activities

Capital expenditures and investments

(1,649)

(1,637)

Working

capital changes associated with investing activities

107

Proceeds from asset dispositions

549

142

Net purchases of investments

(935)

(1)

Collection of advances/loans—related parties

Other

(44)

(150)

Net Cash Used in Investing Activities

(1,932)

(1,477)

Cash Flows From Financing Activities

Repayment of debt

(24)

(19)

Issuance of company common stock

(38)

Repurchase of company common stock

(726)

(752)

Dividends paid

(458)

(350)

Other

(24)

(14)

Net Cash Used in Financing Activities

(1,230)

(1,173)

Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted

Cash

(122)

Net Change in Cash, Cash Equivalents and Restricted Cash

(1,179)

319

Cash, cash equivalents and restricted cash at beginning of period

5,362

6,151

Cash, Cash Equivalents and Restricted Cash at End of Period

4,183

6,470

Restricted cash of $

million and $

187

million are included in the “Prepaid expenses and other current assets” and “Other assets” lines,

respectively, of our Consolidated Balance Sheet as of March 31, 2020.

Restricted cash of $

million and $

184

million are included in the “Prepaid expenses and other current assets” and “Other assets” lines,

respectively, of our Consolidated Balance Sheet as of December 31, 2019.

See Notes to Consolidated Financial Statements.

Notes to Consolidated Financial Statements

ConocoPhillips

Note 1—Basis of Presentation

The interim-period financial information

presented in the financial statements included

in this report is

unaudited and, in the opinion of management,

includes all known accruals and adjustments

necessary for a fair

presentation of the consolidated financial

position of ConocoPhillips and its results

of operations and cash

flows for such periods.

All such adjustments are of a normal and recurring

nature unless otherwise disclosed.

Certain notes and other information have been

condensed or omitted from the interim

financial statements

included in this report.

Therefore, these financial statements should

be read in conjunction with the

consolidated financial statements and notes included

in our 2019 Annual Report on Form

10-K.

The unrealized (gain) loss on investment in Cenovus

Energy included on our consolidated statement of cash

flows, previously reflected on the line item

“Other” within net cash provided by operating

activities, has been

reclassified in the comparative period to conform

with the current period’s presentation.

Note 2—Changes in Accounting Principles

adopted

the provisions of FASB ASU No. 2016-13, “Measurement of Credit Losses

on Financial

Instruments,” (ASC Topic 326) and its amendments,

beginning

January 1, 2020

This ASU, as amended, sets

forth the current expected credit loss model,

a new forward-looking impairment model

for certain financial

instruments measured at amortized cost basis

based on expected losses rather than incurred losses.

This ASU,

as amended, which primarily applies to our accounts

receivable, also requires credit losses related

to available-

for-sale debt securities to be recorded through an allowance

for credit losses.

The adoption of this ASU did

not have a material impact to our financial statements.

The majority of our receivables are due within

30 days

or less.

We monitor the credit quality of our counterparties through review of collections,

credit ratings, and

other analyses.

We develop our estimated allowance for credit losses primarily using an aging method

and

analyses of historical loss rates as well as consideration

of current and future conditions that could impact

our

counterparties’ credit quality and liquidity.

Note 3—Inventories

Inventories consisted of the following:

Millions of Dollars

March 31

December 31

2020

2019

Crude oil and natural gas

192

472

Materials and supplies

534

554

726

1,026

As a result of declining commodity prices in

the first quarter of 2020, we recorded a lower of

cost or market

adjustment of $

228

million to our crude oil and natural gas

inventories.

This adjustment is included in the

“Purchased commodities” line on our consolidated

income statement.

Inventories valued on the LIFO basis

totaled $

133

million and $

286

million at March 31, 2020 and December 31, 2019,

respectively.

Note 4—Asset Acquisitions and Dispositions

Assets Held for Sale

In October 2019, we entered into an agreement to sell

the subsidiaries that hold our Australia-West assets and

operations to Santos for $

1.39

billion, plus customary adjustments, with an effective

date of January 1, 2019,

plus a payment of $

million upon final investment decision

of the Barossa development project.

These

subsidiaries hold our

37.5

percent interest in the Barossa Project and

Caldita Field, our

56.9

percent interest in

the Darwin LNG Facility and Bayu-Undan Field,

our

percent interest in the Greater Poseidon Fields, and

our

percent interest in the Athena Field.

The transaction is expected to close in the second

quarter of 2020.

At March 31, 2020, the net carrying value of the

subsidiaries to be sold was approximately

0.7

billion,

consisting primarily of $

1.3

billion of PP&E and $

0.4

billion of cash and working capital, offset by $

0.7

billion

of ARO and $

0.3

billion of deferred tax liabilities.

The assets met held for sale criteria in the fourth

quarter of

2019, and as of March 31, 2020, $

1.3

billion of PP&E is classified as “Prepaid expenses

and other current

assets” and $

0.7

billion of noncurrent ARO is classified as

“Other accruals” on our consolidated balance sheet.

The before-tax earnings associated with our

Australia-West subsidiaries to be sold were $

192

million and $

115

million for the three-month period ended March 31,

2020 and 2019, respectively.

This transaction is expected

to be completed in the second quarter of 2020, subject

to regulatory approvals and other conditions precedent.

Results of operations for the subsidiaries

to be sold are reported in our Asia Pacific and Middle

East segment.

Assets Sold

In February 2020, we sold our Waddell Ranch interests in the Permian Basin for $

184

million after customary

adjustments.

No gain or loss was recognized on the sale.

In March 2020, we completed the sale of our

Niobrara interests for approximately $

359

million after

customary adjustments and recognized a before-tax

loss on disposition of $

million.

At the time of

disposition, our interest in Niobrara had a net carrying

value of $

397

million, consisting primarily of $

433

million of PP&E and $

million of ARO.

The before-tax earnings associated with our

interests in Niobrara,

including the loss on disposition, were a loss of $

million and income of less than $

million for the three-

month periods ended March 31, 2020 and 2019,

respectively.

Production from these non-core Lower 48 properties

averaged

MBOED in 2019

Note 5—Investments, Loans and Long-Term Receivables

APLNG

APLNG executed project financing agreements

for an $

8.5

billion project finance facility in 2012.

The $8.5

billion project finance facility was initially composed

of financing agreements executed by APLNG

with the

Export-Import Bank of the United States for approximately

2.9

billion, the Export-Import Bank of China for

approximately $

2.7

billion, and a syndicate of Australian and international

commercial banks for

approximately $

2.9

billion.

All amounts were drawn from the facility.

APLNG made its first principal and

interest repayment in March 2017 and is scheduled

to make

bi-annual

payments until March 2029.

APLNG made a voluntary repayment of $

1.4

billion to the Export-Import Bank of China

in September 2018.

At the same time, APLNG obtained a United

States Private Placement (USPP) bond facility

of $

1.4

billion.

APLNG made its first interest payment related to

this facility in March 2019, and principal

payments are

scheduled to commence in September 2023,

with

bi-annual

payments due on the facility until September

2030.

During the first quarter of 2019, APLNG refinanced

3.2

billion of existing project finance debt through two

transactions.

As a result of the first transaction, APLNG

obtained a commercial bank facility of $

2.6

billion.

APLNG made its first principal and interest

repayment in September 2019 with

bi-annual

payments due on the

facility until March 2028.

Through the second transaction, APLNG obtained

a USPP bond facility of $

0.6

billion.

APLNG made its first interest payment in September

2019, and principal payments are scheduled

commence in September 2023, with

bi-annual

payments due on the facility until

September 2030.

In conjunction with the $3.2 billion debt obtained

during the first quarter of 2019 to refinance existing

project

finance debt, APLNG made voluntary repayments

of $

2.2

billion and $

1.0

billion to a syndicate of Australian

and international commercial banks and the Export-Import

Bank of China, respectively.

At March 31, 2020, a balance of $

6.5

billion was outstanding on the facilities.

See Note 11—Guarantees, for

additional information.

At March 31, 2020, the carrying value of our

equity method investment in APLNG was

7,229

million.

The

balance is included in the “Investments and long-term

receivables” line on our consolidated balance

sheet.

Loans and Long-Term Receivables

As part of our normal ongoing business operations,

and consistent with industry practice,

we enter into

numerous agreements with other parties to pursue

business opportunities.

Included in such activity are loans

made to certain affiliated and non-affiliated companies.

At March 31, 2020, significant loans to affiliated

companies included $

270

million in project financing to Qatar Liquefied

Gas Company Limited (3).

On our

consolidated balance sheet, the long-term portion

of these loans is included in the “Loans and

advances—related parties” line, while the short-term

portion is in the “Accounts and notes receivable—related

parties” line.

Note 6-–Investment in Cenovus Energy

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

percent nonoperated interest in the FCCL

Partnership, as

well as the majority of our western Canada gas

assets, to Cenovus Energy.

Consideration for the transaction

included

208

million Cenovus Energy common shares, which,

at closing, approximated

16.9

percent of issued

and outstanding Cenovus Energy common stock.

The fair value and cost basis of our investment

in 208

million Cenovus Energy common shares was $

1.96

billion based on a price of $

9.41

per share on the NYSE on

the closing date.

At March 31, 2020, the investment included

on our consolidated balance sheet was $

420

million and is carried

at fair value.

The fair value of the

208

million Cenovus Energy common shares reflects

the closing price of

2.02

per share on the NYSE on the last trading

day of the quarter, a decrease of $

1.69

billion from $

2.11

billion at year-end 2019.

The decrease in fair value represents the net unrealized

loss recorded within the

“Other income (loss)” line of our consolidated income

statement in the first quarter of 2020 relating

to the

shares held at the reporting date.

See Note 14—Fair Value Measurement, for additional information.

Subject

to market conditions, we intend to decrease our

investment over time through market transactions,

private

agreements or otherwise.

Note 7—Suspended Wells

The capitalized cost of suspended wells at March

31, 2020, was $

990

million, a decrease of $

million from

1,020

million at year-end 2019.

One

suspended well in the Kamunsu East

Field offshore Malaysia totaling

million was charged to dry hole expense during

the first three months of 2020 relating to exploratory

well

costs capitalized for a period greater than one

year at December 31, 2019.

Of the total suspended well balance

at December 31, 2019 and March 31, 2020, $

313

million relates to wells held for sale.

See Note 4—Asset

Acquisitions and Dispositions, for additional

information.

Note 8—Impairments

During the three-month periods ended March

31, 2020 and 2019, we recognized before-tax

impairment

charges within the following segments:

Millions of Dollars

Three Months Ended

March 31

2020

2019

Lower 48

511

Europe and North Africa

521

We perform impairment reviews when triggering events arise that may impact the

fair value of our assets or

investments.

The recent commodity price downturn prompted

us to evaluate the recoverability of the carrying

value of our assets and whether an other than temporary

impairment occurred for investments

in our portfolio.

A sustained decline in the current and long-term

outlook on commodity prices could trigger

additional

impairment reviews and possibly result in

future impairment charges.

With respect to impairments recorded in the first quarter of 2020, due

to a significant decrease in the outlook

for current and long-term natural gas prices,

the estimated fair values of certain non-core

natural gas assets in

the Lower 48 segment declined to amounts below

carrying value.

We recorded impairments of $

511

million

for these non-core natural gas assets, primarily

related to the Wind River Basin operations area consisting of

developed properties in the Madden Field and the

Lost Cabin Gas Plant,

which were written down to fair

value.

See Note 14—Fair Value Measurement,

for additional information.

In our Asia Pacific and Middle East segment,

we recorded a before-tax impairment of $

million related to

the associated carrying value of capitalized undeveloped

leasehold costs for the Kamunsu East Field in

Malaysia that is no longer in our development plans.

This charge is included in the “Exploration expenses”

line on our consolidated income statement and

is not reflected in the table above.

Note 9—Debt

Our debt balance as of March 31, 2020 was $

14,973

million compared with $

14,895

million at December 31,

2019.

Our revolving credit facility provides a total commitment

of $

6.0

billion and expires 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.

Our commercial paper program consists

of the

ConocoPhillips Company $

6.0

billion program, primarily a funding source for

short-term working capital

needs.

Commercial paper maturities are generally limited

90 days

We had

commercial paper outstanding at March

31, 2020 or December 31, 2019.

We had

direct

outstanding borrowings or letters of credit

under the revolving credit facility at March 31, 2020

or December

31, 2019.

Since we had

commercial paper outstanding and had issued

letters of credit, we had access to

6.0

billion in borrowing capacity under our revolving

credit facility at March 31, 2020.

In March 2020, S&P affirmed its “A” rating on our senior long-term debt and revised its outlook to “negative”

from “stable”.

In April 2020, Moody’s affirmed their rating of “A3” with a “stable” outlook.

Our current

rating from Fitch is “A” with a “stable” outlook.

At March 31, 2020, we had $

283

million of certain variable rate demand

bonds (VRDBs) outstanding with

maturities ranging through 2035.

The VRDBs are redeemable at the option of the

bondholders on any business

day.

If they are ever redeemed, we have the ability

and intent

to refinance on a long-term basis, therefore, the

VRDBs are included in the “Long-term debt” line

on our consolidated balance sheet.

Note 10—Changes in Equity

The following tables reflect the changes in stockholders'

equity:

Millions of Dollars

Attributable to ConocoPhillips

Common Stock

Par

Value

Capital in

Excess of

Par

Treasury

Stock

Accum. Other

Comprehensive

Loss

Retained

Earnings

Non-

Controlling

Interests

Total

For the three months ended March 31, 2020

Balances at December 31, 2019

46,983

(46,405)

(5,357)

39,742

35,050

Net income (loss)

(1,739)

(1,711)

Other comprehensive income (loss)

(788)

Dividends paid ($

0.42

per common share)

(458)

Repurchase of company common stock

(726)

Distributions to noncontrolling interests and other

(26)

Distributed

under benefit plans

Other

Balances at March 31, 2020

47,027

(47,130)

(6,145)

37,545

31,387

For the three months ended March 31, 2019

Balances at December 31, 2018

46,879

(42,905)

(6,063)

34,010

125

32,064

Net income

1,833

1,846

Other comprehensive income

189

Dividends paid ($

0.31

per common share)

(350)

Repurchase of company common stock

(752)

Distributions to noncontrolling interests and other

(17)

Distributed

under benefit plans

(2)

Changes in Accounting Principles*

(40)

Other

Balances at March 31, 2019

46,877

(43,656)

(5,914)

35,534

122

32,981

*Cumulative effect of the adoption of ASU No. 2018-02, "Reclassification

of Certain Tax

Effects from Accumulated Other Comprehensive

Income."

Note 11—Guarantees

At March 31, 2020, we were liable for certain

contingent obligations under various contractual

arrangements

as described below.

We recognize a liability, at inception, for the fair value of our obligation as a guarantor for

newly issued or modified guarantees.

Unless the carrying amount of the liability is noted

below, we have not

recognized a liability because the fair value of the

obligation is immaterial.

In addition, unless otherwise

stated, we are not currently performing with any

significance under the guarantee and expect future

performance to be either immaterial or have only

a remote chance of occurrence.

APLNG Guarantees

At March 31, 2020, we had outstanding multiple

guarantees in connection with our

37.5

percent ownership

interest in APLNG.

The following is a description of the guarantees

with values calculated utilizing March

2020 exchange rates:

●

During the third quarter of 2016, we issued a guarantee

to facilitate the withdrawal of our pro-rata

portion of the funds in a project finance reserve

account.

We estimate the remaining term of this

guarantee is

11 years

Our maximum exposure under this guarantee is

approximately $

170

million and

may become payable if an enforcement action is

commenced by the project finance lenders against

APLNG.

At March 31, 2020, the carrying value of this

guarantee was approximately $

million.

●

In conjunction with our original purchase of an ownership

interest in APLNG from Origin Energy in

October 2008, we agreed to reimburse Origin

Energy for our share of the existing contingent liability

arising under guarantees of an existing obligation

of APLNG to deliver natural gas under

several sales

agreements with remaining terms of up to

22 years

Our maximum potential liability for future

payments, or cost of volume delivery, under these guarantees is estimated

to be $

640

million ($

1.2

billion in the event of intentional or reckless breach)

and would become payable if APLNG fails

meet its obligations under these agreements and

the obligations cannot otherwise be mitigated.

Future

payments are considered unlikely, as the payments, or cost of volume delivery, would only be triggered

if APLNG does not have enough natural gas

to meet these sales commitments and if the

co-venturers do

not make necessary equity contributions into APLNG.

●

We have guaranteed the performance of APLNG with regard to certain other contracts

executed in

connection with the project’s continued development.

The guarantees have remaining terms of up to

years or the life of the venture

Our maximum potential amount of future payments

related to these

guarantees is approximately $

120

million and would become payable if APLNG

does not perform.

March 31, 2020, the carrying value of these guarantees

was approximately $

million.

Other Guarantees

We have other guarantees with maximum future potential payment amounts totaling

approximately

810

million, which consist primarily of

guarantees of the residual value of leased office buildings,

guarantees

of the residual value of corporate aircrafts,

and a guarantee for our portion of a joint venture’s project finance

reserve accounts.

These guarantees have remaining terms

of up to

five years

and would become payable if,

upon sale, certain asset values are lower than

guaranteed amounts, business conditions

decline at guaranteed

entities, or as a result of nonperformance of contractual

terms by guaranteed parties.

At March 31, 2020, the

carrying value of these guarantees was approximately

million.

Indemnifications

Over the years, we have entered into agreements to

sell ownership interests in certain corporations,

joint

ventures and assets that gave rise to qualifying

indemnifications.

These agreements include indemnifications

for taxes and environmental liabilities.

The majority of these indemnifications are related

to tax issues and the

majority of these expire in 2021.

Those related to environmental issues have terms

that are generally indefinite

and the maximum amounts

of future payments are generally unlimited.

The carrying amount recorded for

these indemnification obligations at March 31, 2020,

was approximately $

million.

We amortize the

indemnification liability over the relevant time

period the indemnity is in effect, if one exists, based on

the

facts and circumstances surrounding each type

of indemnity.

In cases where the indemnification term

indefinite, we will reverse the liability when

we have information the liability is essentially

relieved or

amortize the liability over an appropriate time

period as the fair value of our indemnification

exposure

declines.

Although it is reasonably possible future

payments may exceed amounts recorded, due to

the nature

of the indemnifications, it is not possible to make

a reasonable estimate of the maximum

potential amount of

future payments.

Included in the recorded carrying amount

at March 31, 2020, was approximately $

million

of environmental accruals for known contamination

that are included in the “Asset retirement

obligations and

accrued environmental costs” line on our consolidated

balance sheet.

For additional information about

environmental liabilities, see Note 12—Contingencies

and Commitments.

Note 12—Contingencies and Commitments

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

liability when the loss is probable and the amount

is reasonably estimable.

If a range of amounts can be

reasonably estimated and no amount within the range

is a better estimate than any other amount,

then the

minimum of the range is accrued.

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

recoveries.

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.

As we learn new facts concerning contingencies,

we reassess our position

both with respect to accrued liabilities

and other potential exposures.

Estimates particularly sensitive to future

changes include contingent liabilities

recorded for environmental remediation, tax and legal

matters.

Estimated future environmental remediation

costs 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.

Estimated future costs

related to tax and legal matters are subject to

change as events evolve and as additional

information becomes

available during the administrative and litigation

processes.

Environmental

We are subject to international, federal, state and local environmental laws and regulations.

When we prepare

our consolidated financial statements, we record

accruals for environmental liabilities based on management’s

best estimates, using all information that is

available at the time.

We measure estimates and base liabilities on

currently available facts, existing technology, and presently enacted laws

and regulations, taking into account

stakeholder and business considerations.

When measuring environmental liabilities,

we also consider our prior

experience in remediation of contaminated sites,

other companies’ cleanup experience, and data released

the U.S. EPA or other organizations.

We consider unasserted claims in our determination of environmental

liabilities, and we accrue them in the period they

are both probable and reasonably estimable.

Although liability of those potentially responsible

for environmental remediation costs is generally

joint and

several for federal sites and frequently so for other

sites, we are usually only one of many companies

cited at a

particular site.

Due to the joint and several liabilities, we could

be responsible for all cleanup costs related

any site at which we have been designated as a

potentially responsible party.

We have been successful to date

in sharing cleanup costs with other financially

sound companies.

Many of the sites at which we are potentially

responsible are still under investigation by the

EPA or the agency concerned.

Prior to actual cleanup, those

potentially responsible normally assess the

site conditions, apportion responsibility and determine

the

appropriate remediation.

In some instances, we may have no liability

or may attain a settlement of liability.

Where it appears that other potentially responsible

parties may be financially unable to bear their

proportional

share, we consider this inability in estimating

our potential liability, and we adjust our accruals accordingly.

As a result of various acquisitions in the past,

we assumed certain environmental obligations.

Some of these

environmental obligations are mitigated by indemnifications

made by others for our benefit, and some of the

indemnifications are subject to dollar limits

and time limits.

We are currently participating in environmental assessments and cleanups at numerous

federal Superfund and

comparable state and international sites.

After an assessment of environmental exposures

for cleanup and

other costs, we make accruals on an undiscounted

basis (except those acquired in a purchase

business

combination, which we record on a discounted

basis) for planned investigation and remediation

activities for

sites where it is probable future costs will be incurred

and these costs can be reasonably estimated.

We have

not reduced these accruals for possible insurance recoveries.

At March 31, 2020, our consolidated balance sheet

included a total environmental accrual of $

170

million,

compared with $

171

million at December 31, 2019, for remediation

activities in the U.S. and Canada.

expect to incur a substantial amount of these expenditures

within the next 30 years.

In the future, we may be

involved in additional environmental assessments,

cleanups and proceedings.

Legal Proceedings

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.

Other Contingencies

We have contingent liabilities resulting from throughput agreements with pipeline and

processing companies

not associated with financing arrangements.

Under these agreements, we may be required

to provide any such

company with additional funds through advances

and penalties for fees related to throughput capacity

not

utilized.

In addition, at March 31, 2020, we had performance

obligations secured by letters of credit

of $

273

million (issued as direct bank letters of credit)

related to various purchase commitments for materials,

supplies,

commercial activities and services incident to

the ordinary conduct of business.

In 2007, ConocoPhillips was unable to reach agreement

with respect to the empresa mixta structure

mandated

by the Venezuelan government’s Nationalization Decree.

As a result, Venezuela’s

national oil company,

Petróleos de Venezuela, S.A. (PDVSA), or its affiliates, directly assumed control over ConocoPhillips’

interests in the Petrozuata and Hamaca heavy oil

ventures and the offshore Corocoro development project.

response to this expropriation, ConocoPhillips

initiated international arbitration on November 2,

2007, with the

ICSID.

On September 3, 2013, an ICSID arbitration tribunal

held that Venezuela unlawfully expropriated

ConocoPhillips’ significant oil investments

in June 2007.

On January 17, 2017, the Tribunal reconfirmed the

decision that the expropriation was unlawful.

In March 2019, the Tribunal unanimously ordered the

government of Venezuela to pay ConocoPhillips approximately $

8.7

billion in compensation for the

government’s unlawful expropriation of the company’s investments in Venezuela in 2007.

ConocoPhillips has

filed a request for recognition of the award in several

jurisdictions.

On August 29, 2019, the ICSID Tribunal

issued a decision rectifying the award and reducing

it by approximately $

227

million.

The award now stands

at $

8.5

billion plus interest.

The government of Venezuela sought annulment of the award, which

automatically stayed enforcement of the award.

Annulment proceedings are underway.

In 2014, ConocoPhillips filed a separate and independent

arbitration under the rules of the ICC against

PDVSA under the contracts that had established the

Petrozuata and Hamaca projects.

The ICC Tribunal issued

an award in April 2018, finding that PDVSA owed

ConocoPhillips approximately $

billion under their

agreements in connection with the expropriation of the

projects and other pre-expropriation fiscal

measures.

August 2018, ConocoPhillips entered into a settlement with PDVSA to recover the full amount of this ICC

award, plus interest through the payment period, including initial payments totaling approximately $500

million within a period of 90 days from the time of signing of the settlement agreement. The balance of the

settlement is to be paid quarterly over a period of four and a half years.

To date, ConocoPhillips has received

approximately $

754

million.

Per the settlement, PDVSA recognized the ICC

award as a judgment in various

jurisdictions, and ConocoPhillips agreed to suspend

its legal enforcement actions.

ConocoPhillips sent notices

of default to PDVSA on October 14 and November

12, 2019, and to date PDVSA failed to cure

its breach.

a result, ConocoPhillips has resumed legal enforcement

actions.

ConocoPhillips has ensured that the

settlement and any actions taken in enforcement

thereof meet all appropriate U.S. regulatory

requirements,

including those related to any applicable sanctions

imposed by the U.S. against Venezuela.

In 2016, ConocoPhillips filed a separate and independent

arbitration under the rules of the ICC against

PDVSA under the contracts that had established the

Corocoro project.

On August 2, 2019, the ICC Tribunal

awarded ConocoPhillips approximately $

million under the Corocoro contracts.

ConocoPhillips is seeking

recognition and enforcement of the award in various

jurisdictions.

ConocoPhillips has ensured that all the

actions related to the award meet all appropriate

U.S. regulatory requirements, including those

related to any

applicable sanctions imposed by the U.S. against

Venezuela.

In June 2017, FAR Ltd. initiated arbitration before the ICC against ConocoPhillips

Senegal B.V.

in connection

with the sale of ConocoPhillips Senegal B.V. to Woodside Energy Holdings (Senegal) Limited in 2016.

February 2020, the ICC Tribunal issued an award dismissing FAR Ltd.’s claims,

and this arbitration has been

terminated.

The Office of Natural Resources Revenue (ONRR) has

conducted audits of ConocoPhillips’

payment of

royalties on federal lands and has issued multiple

orders to pay additional royalties to the federal

government.

ConocoPhillips has appealed these orders and strongly

objects to the ONRR claims.

The appeals are pending

with the Interior Board of Land Appeals, except

for one order that is the subject of a lawsuit

ConocoPhillips

filed in 2016 in New Mexico federal court after

its appeal was denied by the Interior Board

of Land Appeals.

Beginning in 2017, cities, counties, and state governments

in California, New York, Washington,

Rhode

Island, Maryland and Hawaii, as well as the Pacific

Coast Federation of Fishermen’s Association, Inc., have

filed lawsuits against oil and gas companies,

including ConocoPhillips, seeking compensatory

damages and

equitable relief to abate alleged climate change impacts.

ConocoPhillips is vigorously defending against

these

lawsuits.

The lawsuits brought by the Cities of San Francisco,

Oakland and New York have been dismissed by

federal district courts and appeals are pending.

Lawsuits filed by other cities and counties

in California and

Washington are currently stayed pending resolution of the appeals brought by the Cities

of San Francisco and

Oakland.

Lawsuits filed in Maryland and Rhode Island

are proceeding in state court while rulings in those

matters, on the issue of whether the matters

should proceed in state or federal court, are

on appeal.

The lawsuit

filed in Hawaii has been removed to federal

court.

Several Louisiana parishes and individual landowners

have filed lawsuits against oil and gas companies,

including ConocoPhillips, seeking compensatory

damages in connection with historical oil

and gas operations

in Louisiana.

All parish lawsuits are stayed pending an appeal

on the issue of whether they will proceed in

federal or state court.

ConocoPhillips will vigorously defend against

these lawsuits.

Note 13—Derivative and Financial Instruments

Derivative Instruments

We use futures, forwards, swaps and options in various markets to meet our customer

needs and capture

market opportunities.

Our commodity business primarily consists of natural

gas, crude oil, bitumen, LNG and

NGLs.

Our derivative instruments are held at fair value on

our consolidated balance sheet.

Where these balances have

the right of setoff, they are presented on a net basis.

Related cash flows are recorded as operating

activities on

our consolidated statement of cash flows.

On our consolidated income statement, realized

and unrealized gains

and losses are recognized either on a gross basis

if directly related to our physical business

or a net basis if held

for trading.

Gains and losses related to contracts that meet

and are designated with the NPNS exception are

recognized upon settlement.

We generally apply this exception to eligible crude contracts.

We do not use

hedge accounting for our commodity derivatives.

The following table presents the gross fair values

of our commodity derivatives, excluding collateral,

and the

line items where they appear on our consolidated

balance sheet:

Millions of Dollars

March 31

December 31

2020

2019

Assets

Prepaid expenses and other current assets

364

288

Other assets

Liabilities

Other accruals

336

283

Other liabilities and deferred credits

The gains (losses) from commodity derivatives

incurred, and the line items where they appear

on our

consolidated income statement were:

Millions of Dollars

Three Months Ended

March 31

2020

2019

Sales and other operating revenues

Other income (loss)

(1)

Purchased commodities

(27)

(20)

The table below summarizes our material net exposures

resulting from outstanding commodity

derivative

contracts:

Open Position

Long/(Short)

March 31

December 31

2020

2019

Commodity

Natural gas and power (billion cubic feet equivalent)

Fixed price

(5)

Basis

(19)

(23)

Foreign Currency Exchange Derivatives

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

Our foreign currency

exchange derivative activity primarily

relates to managing our cash-related foreign currency

exchange rate

exposures, such as firm commitments for

capital programs or local currency tax payments,

dividends and cash

returns from net investments in foreign affiliates, and investments

in equity securities.

We do not elect hedge

accounting on our foreign currency exchange

derivatives.

The following table presents the gross fair values

of our foreign currency exchange derivatives,

excluding

collateral, and the line items where they appear

on our consolidated balance sheet:

Millions of Dollars

March 31

December 31

2020

2019

Assets

Prepaid expenses and other current assets

Other Assets

Liabilities

Other accruals

Other liabilities and deferred credits

The gains from foreign currency exchange derivatives

incurred and the line item where they appear

on our

consolidated income statement were:

Millions of Dollars

Three Months Ended

March 31

2020

2019

Foreign currency transactions (gain) loss

(74)

(2)

We had the following net notional position of outstanding foreign currency exchange

derivatives:

In Millions

Notional Currency

March 31

December 31

2020

2019

Foreign Currency Exchange Derivatives

Buy GBP,

sell euro

GBP

Sell CAD, buy USD

CAD

441

1,337

In the second quarter of 2019, we entered into foreign

currency exchange contracts to sell

CAD

1.35

billion at

CAD

0.748

against the

USD

In the first quarter of 2020, we entered into

forward currency exchange contracts

to buy

CAD

0.9

billion at CAD

0.718

against the

USD

Financial Instruments

We invest in financial instruments with maturities based on our cash forecasts for

the various accounts and

currency pools we manage.

The types of financial instruments in which we

currently invest include:

●

Time deposits: Interest bearing deposits placed with financial

institutions for a predetermined amount

of time.

●

Demand deposits:

Interest bearing deposits placed with financial

institutions.

Deposited funds can be

withdrawn without notice.

●

Commercial paper: Unsecured promissory notes issued

by a corporation, commercial bank or

government agency purchased at a discount to

mature at par.

●

U.S. government or government agency obligations:

Securities issued by the U.S. government

or U.S.

government agencies.

●

Corporate bonds:

Unsecured debt securities issued by corporations.

●

Asset-backed securities:

Collateralized debt securities.

The following investments are carried on our

consolidated balance sheet at cost, plus accrued

interest:

Millions of Dollars

Carrying Amount

Cash and Cash Equivalents

Short-Term Investments

Investments and Long-Term

Receivables

March 31

December 31

March 31

December 31

March 31

December 31

2020

2019

2020

2019

2020

2019

Cash

550

759

Demand Deposits

1,387

1,483

Time Deposits

Remaining maturities from 1 to 90 days

1,935

2,030

3,345

1,395

Remaining maturities from 91 to 180 days

274

465

Remaining maturities within one year

Remaining maturities greater than one year through

five years

Commercial Paper

Remaining maturities from 1 to 90 days

413

1,069

U.S. Government Obligations

Remaining maturities from 1 to 90 days

394

3,889

5,079

3,630

2,929

The following investments in debt securities

classified as available for sale are carried on our

consolidated balance

sheet at fair value:

Millions of Dollars

Carrying Amount

Cash and Cash Equivalents

Short-Term Investments

Investments and Long-Term

Receivables

March 31,

2020

December 31,

2019

March 31,

2020

December 31,

2019

March 31,

2020

December 31,

2019

Corporate Bonds

Maturities within one year

126

Maturities greater than one year through five years

140

Commercial Paper

Maturities within one year

110

U.S. Government Obligations

Maturities within one year

Maturities greater than one year through five years

U.S. Government Agency Obligations

Maturities greater than one year through five years

Asset-backed Securities

Maturities greater than one year through five years

236

204

133

The following table summarizes the amortized

cost basis and fair value of investments in

debt securities

classified as available for sale at March 31, 2020:

Millions of Dollars

Amortized Cost

Basis

Fair Value

Major Security Type

Corporate bonds

269

266

Commercial paper

129

U.S. government obligations

U.S. government agency obligations

Asset-backed securities

462

459

As of March 31, 2020, total unrealized losses for debt

securities classified as available for sale with net losses

were negligible.

Additionally, investments

in these debt securities in an unrealized loss

position as of March

31, 2020 for which an allowance for credit losses

has not been recorded were negligible.

For the three-month period ended March 31,

2020, gross realized gains and gross realized losses

included in

earnings from sales and redemptions of investments

in debt securities classified as available

for sale were

negligible.

The cost of securities sold and redeemed is determined

using the specific identification method.

Credit Risk

Financial instruments potentially exposed to concentrations

of credit risk consist primarily of cash equivalents,

short-term investments, long-term investments

in debt securities, OTC derivative contracts and trade

receivables.

Our cash equivalents and short-term investments

are placed in high-quality commercial paper,

government money market funds, government debt

securities, time deposits with major international

banks and

financial institutions, and high-quality corporate

bonds.

Our long-term investments in debt securities are

placed in high-quality corporate bonds, U.S. government

and government agency obligations, asset-backed

securities, and time deposits with major international

banks and financial institutions.

The credit risk from our OTC derivative contracts,

such as forwards, swaps and options, derives

from the

counterparty to the transaction.

Individual counterparty exposure is managed

within predetermined credit

limits and includes the use of cash-call margins when appropriate,

thereby reducing the risk of significant

nonperformance.

We also use futures, swaps and option contracts that have a negligible credit

risk because

these trades are cleared with an exchange clearinghouse

and subject to mandatory margin requirements until

settled; however, we are exposed to the credit risk of those exchange

brokers for receivables arising from daily

margin cash calls, as well as for cash deposited to meet

initial margin requirements.

Our trade receivables result primarily

from our petroleum operations and reflect a broad

national and

international customer base, which limits our

exposure to concentrations of credit risk.

The majority of these

receivables have payment terms of

30 days

or less, and we continually monitor this exposure

and the

creditworthiness of the counterparties.

We do not generally require collateral to limit the exposure to loss;

however, we will sometimes use letters of credit, prepayments

and master netting arrangements to mitigate

credit risk with counterparties that both buy from

and sell to us, as these agreements permit

the amounts owed

by us or owed to others to be offset against amounts

due to us.

Certain of our derivative instruments contain provisions that require us to post collateral if the derivative

exposure exceeds a threshold amount. We have contracts with fixed threshold amounts and other contracts

with variable threshold amounts that are contingent on our credit rating. The variable threshold amounts

typically decline for lower credit ratings, while both the variable and fixed threshold amounts typically revert

to zero if we fall below investment grade. Cash is the primary collateral in all contracts; however, many also

permit us to post letters of credit as collateral, such as transactions administered through the New York

Mercantile Exchange.

The aggregate fair value of all derivative

instruments with such credit risk-related contingent

features that were

in a liability position at March 31, 2020 and

December 31, 2019, was $

million and $

million,

respectively.

For these instruments,

collateral was posted as of March 31, 2020 or

December 31, 2019.

our credit rating had been downgraded below investment

grade at March 31, 2020,

we would have been

required to post $

million of additional collateral, either with

cash or letters of credit.

Note 14—Fair Value Measurement

We carry a portion of our assets and liabilities at fair value measured at the reporting date

using an exit price

(i.e., the price that would be received to sell an asset

or paid to transfer a liability) and disclosed

according to

the quality of valuation inputs under the following

hierarchy:

●

Level 1: Quoted prices (unadjusted) in an active

market for identical assets or liabilities.

●

Level 2: Inputs other than quoted prices that

are directly or indirectly observable.

●

Level 3: Unobservable inputs that are significant

to the fair value of assets or liabilities.

The classification hierarchy of an asset or liability

is based on the lowest level of input significant

to its fair

value.

Those that are initially classified as Level 3

are subsequently reported as Level 2 when

the fair value

derived from unobservable inputs is inconsequential

to the overall fair value, or if corroborated market

data

becomes available.

Assets and liabilities initially reported as Level

2 are subsequently reported as Level 3 if

corroborated market data is no longer available.

There were no material transfers into or

out of Level 3 during

2020 or 2019.

Recurring Fair Value Measurement

Financial assets and liabilities reported at fair

value on a recurring basis primarily include

our investment in

Cenovus Energy common shares, our investments in debt

securities classified as available for sale, and

commodity derivatives.

●

Level 1 derivative assets and liabilities primarily

represent exchange-traded futures and options that are

valued using unadjusted prices available from the

underlying exchange.

Level 1 also includes our

investment in common shares of Cenovus Energy, which is valued using quotes for shares

on the NYSE,

and our investments in U.S. government obligations

classified as available for sale debt securities,

which

are valued using exchange prices.

●

Level 2 derivative assets and liabilities primarily

represent OTC swaps, options and forward purchase

and

sale contracts that are valued using adjusted exchange

prices, prices provided by brokers or pricing

service

companies that are all corroborated by market

data.

Level 2 also includes our investments in

debt

securities classified as available for sale including

investments in corporate bonds, commercial

paper,

asset-backed securities, and U.S. government

agency obligations that are valued using

pricing provided by

brokers or pricing service companies that are

corroborated with market data.

●

Level 3 derivative assets and liabilities consist

of OTC swaps, options and forward purchase and

sale

contracts where a significant portion of fair

value is calculated from underlying market

data that is not

readily available.

The derived value uses industry standard

methodologies that may consider the historical

relationships among various commodities, modeled

market prices, time value, volatility factors and other

relevant economic measures.

The use of these inputs results in management’s best estimate of fair

value.

Level 3 activity was not material for all

periods presented.

The following table summarizes the fair value hierarchy

for gross financial assets and liabilities

(i.e.,

unadjusted where the right of setoff exists for commodity

derivatives accounted for at fair value on a recurring

basis):

Millions of Dollars

March 31, 2020

December 31, 2019

Level 1

Level 2

Level 3

Total

Level 1

Level 2

Level 3

Total

Assets

Investment in Cenovus Energy

420

2,111

Investments in debt securities

438

459

216

241

Commodity derivatives

196

168

399

172

114

322

Total assets

637

606

1,278

2,308

330

2,674

Liabilities

Commodity derivatives

244

102

359

174

115

311

Total liabilities

244

102

359

174

115

311

The following table summarizes those commodity

derivative balances subject to the right of setoff as

presented on our consolidated balance sheet.

We have elected to offset the recognized fair value amounts for

multiple derivative instruments executed with the

same counterparty in our financial statements

when a legal right of

setoff exists.

Millions of Dollars

Amounts Subject to Right of Setoff

Gross

Amounts Not

Gross

Net

Amounts

Subject to

Gross

Amounts

Cash

Net

Recognized

Right of Setoff

Amounts

Offset

Presented

Collateral

Amounts

March 31, 2020

Assets

399

397

213

184

179

Liabilities

359

357

213

144

December 31, 2019

Assets

322

319

193

126

122

Liabilities

311

307

193

114

102

At March 31, 2020 and December 31, 2019, we

did not present any amounts gross on our

consolidated balance

sheet where we had the right of setoff.

Non-Recurring Fair Value Measurement

The following table summarizes the fair value

hierarchy by major category and date of

remeasurement for

assets accounted for at fair value on a non-recurring

basis:

Millions of Dollars

Fair Value

Measurement

Using

Fair Value

Level 3 Inputs

Before-Tax

Loss

Net PP&E (held for use)

March 31, 2020

510

During the first quarter of 2020

, the estimated fair value of our assets in the Wind River Basin operations

area

declined to an amount below the carrying value.

The Wind River Basin operations area consists of certain

developed natural gas properties in the Madden

Field and the Lost Cabin Gas Plant and is included

in our

Lower 48 segment

. The carrying value was written down to fair value. The fair value was estimated based on

an internal discounted cash flow model using estimates of future production, an outlook of future prices using

a combination of exchanges (short-term) and external pricing services companies (long-term), future operating

costs and capital expenditures, and a discount rate believed to be consistent with those used by principal

market participants.

The range and arithmetic average of significant

unobservable inputs used in the Level 3

fair value measurement were as follows:

Fair Value

(Millions of

Dollars)

Valuation

Technique

Unobservable Inputs

Range

(Arithmetic Average)

March 31, 2020

Wind River Basin

Discounted cash

flow

Natural gas production

(MMCFD)

8.4

55.2

(

22.9

)

Natural gas price outlook*

($/MMBTU)

2.67

- $

9.17

5.68

)

Discount rate**

7.9

9.1

% (

8.3

* Henry Hub natural gas price outlook based on external pricing

service companies' outlooks for years 2022-2034; future

prices escalated at

2.2

% annually after

year 2034.

** Determined as the weighted average cost of capital of a group

of peer companies, adjusted for risks where

appropriate.

Reported Fair Values of Financial Instruments

We used the following methods and assumptions to estimate the fair value of financial

instruments:

●

Cash and cash equivalents and short-term investments:

The carrying amount reported on the balance

sheet approximates fair value.

For those investments classified as available

for sale debt securities,

the carrying amount reported on the balance sheet

is fair value.

●

Accounts and notes receivable (including long-term

and related parties): The carrying amount

reported on the balance sheet approximates fair

value.

The valuation technique and methods used to

estimate the fair value of the current portion

of fixed-rate related party loans is consistent

with Loans

and advances—related parties.

●

Investment in Cenovus Energy: See Note 6—Investment

in Cenovus Energy for a discussion of the

carrying value and fair value of our investment in

Cenovus Energy common shares.

●

Investments in debt securities classified as available

for sale: The fair value of investments in debt

securities categorized as Level 1 in the fair

value hierarchy is measured using exchange

prices.

The

fair value of investments in debt securities

categorized as Level 2 in the fair value hierarchy

measured using pricing provided by brokers or

pricing service companies that are corroborated

with

market data.

See Note 13—Derivatives and Financial Instruments,

for additional information.

●

Loans and advances—related parties: The carrying

amount of floating-rate loans approximates

fair

value.

The fair value of fixed-rate loan activity is

measured using market observable data and is

categorized as Level 2 in the fair value hierarchy.

See Note 5—Investments, Loans and Long-Term

Receivables, for additional information.

●

Accounts payable (including related parties)

and floating-rate debt: The carrying amount of accounts

payable and floating-rate debt reported on the balance

sheet approximates fair value.

●

Fixed-rate debt: The estimated fair value of fixed-rate

debt is measured using prices available

from a

pricing service that is corroborated by market

data; therefore, these liabilities are categorized

as Level

2 in the fair value hierarchy.

The following table summarizes the net fair

value of financial instruments (i.e., adjusted

where the right of

setoff exists for commodity derivatives):

Millions of Dollars

Carrying Amount

Fair Value

March 31

December 31

March 31

December 31

2020

2019

2020

2019

Financial assets

Investment in Cenovus Energy

420

2,111

420

2,111

Commodity derivatives

181

125

181

125

Investments in debt securities

459

241

459

241

Total loans and advances—related parties

270

339

270

339

Financial liabilities

Total debt, excluding finance leases

14,160

14,175

15,841

18,108

Commodity derivatives

106

Note 15—Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss in the

equity section of our consolidated balance

sheet included:

Millions of Dollars

Defined Benefit

Plans

Net Unrealized

Loss on

Securities

Foreign

Currency

Translation

Accumulated

Other

Comprehensive

Loss

December 31, 2019

(350)

(5,007)

(5,357)

Other comprehensive income (loss)

(2)

(797)

(788)

March 31, 2020

(339)

(2)

(5,804)

(6,145)

The following table summarizes reclassifications

out of accumulated other comprehensive loss and into

net

income (loss):

Millions of Dollars

Three Months Ended

March 31

2020

2019

Defined benefit plans

The above amounts are included in the computation of net periodic benefit

cost and are presented net of tax expense of $

million and

million for the three-month periods ended March 31, 2020 and 2019, respectively.

See Note 17—Employee Benefit Plans, for additional

information.

Note 16—Cash Flow Information

Millions of Dollars

Three Months Ended

March 31

2020

2019

Cash Payments

Interest

200

199

Income taxes

465

700

Net Sales (Purchases) of Investments

Short-term investments purchased

(3,423)

(250)

Short-term investments sold

2,606

249

Investments and Long-term receivables purchased

(143)

Investments and Long-term receivables sold

(935)

(1)

Note 17—Employee Benefit Plans

Pension and Postretirement Plans

Millions of Dollars

Pension Benefits

Other Benefits

2020

2019

2020

2019

U.S.

Int’l.

U.S.

Int’l.

Components of Net Periodic Benefit Cost

Three Months Ended March 31

Service cost

Interest cost

Expected return on plan assets

(21)

(37)

(18)

(35)

Amortization of prior service credit

(8)

Recognized net actuarial loss (gain)

(1)

Settlements

(1)

Net periodic benefit cost

(5)

(7)

The components of net periodic benefit cost, other

than the service cost component, are included

in the “Other

expenses” line item on our consolidated income statement.

During the first three months of 2020, we contributed

million to our domestic benefit plans and

million to our international benefit plans.

In 2020, we expect to contribute a total of

approximately $

130

million to our domestic qualified and nonqualified

pension and postretirement benefit plans and $

million to

our international qualified and nonqualified

pension and postretirement benefit plans.

Severance Accrual

The following table summarizes our severance accrual

activity for the three-month period ended March

31,

2020:

Millions of Dollars

Balance at December 31, 2019

Accruals

Benefit payments

(4)

Foreign currency translation adjustments

(4)

Balance at March 31, 2020

Of the remaining balance at March 31, 2020, $

million is classified as short-term.

Note 18—Related Party Transactions

Our related parties primarily include equity method

investments and certain trusts for the benefit

of employees.

Significant transactions with our equity affiliates

were:

Millions of Dollars

Three Months Ended

March 31

2020

2019

Operating revenues and other income

Purchases

Operating expenses and selling, general and administrative

expenses

Net interest (income) expense*

(2)

(4)

*We paid interest to, or received interest from,

various affiliates.

See Note 5—Investments, Loans and Long-Term Receivables, for additional

information on loans to affiliated companies.

Note 19—Sales and Other Operating Revenues

Revenue from Contracts with Customers

The following table provides further disaggregation

of our consolidated sales and other operating

revenues:

Millions of Dollars

Three Months Ended

March 31

2020

2019

Revenue from contracts with customers

4,911

7,059

Revenue from contracts outside the scope of ASC

Topic 606

Physical contracts meeting the definition of a derivative

1,296

2,081

Financial derivative contracts

(49)

Consolidated sales and other operating revenues

6,158

9,150

Revenues from contracts outside the scope of ASC

Topic 606 relate primarily to physical gas contracts at

market prices which qualify as derivatives accounted

for under ASC Topic 815, “Derivatives and Hedging,”

and for which we have not elected NPNS.

There is no significant difference in contractual

terms or the policy

for recognition of revenue from these contracts

and those within the scope of ASC Topic 606.

The following

disaggregation of revenues is provided in conjunction

with Note 20—Segment Disclosures and Related

Information:

Millions of Dollars

Three Months Ended

March 31

2020

2019

Revenue from Contracts Outside the Scope of ASC Topic 606 by Segment

Lower 48

976

1,613

Canada

179

241

Europe and North Africa

141

227

Physical contracts meeting the definition of a derivative

1,296

2,081

Millions of Dollars

Three Months Ended

March 31

2020

2019

Revenue from Contracts Outside the Scope of ASC Topic 606 by Product

Crude oil

188

Natural gas

1,090

1,768

Other

114

125

Physical contracts meeting the definition of a derivative

1,296

2,081

Practical Expedients

Typically,

our

commodity

sales

contracts

are

less

than

months

duration;

however,

certain

specific

cases

may

extend

longer,

which

may

out

the

end

field

life.

We have long-term commodity sales

contracts which use prevailing market prices at the time of delivery, and under these contracts, the market-

based variable consideration for each performance obligation (i.e., delivery of commodity) is allocated to each

wholly unsatisfied performance obligation within the contract.

Accordingly,

we have applied the practical

expedient allowed in ASC Topic 606 and do not disclose the aggregate amount of the transaction price

allocated to performance obligations or when we expect to recognize revenues that are unsatisfied (or partially

unsatisfied) as of the end of the reporting period.

Receivables and Contract Liabilities

Receivables from Contracts with Customers

At March 31, 2020, the “Accounts and notes

receivable” line on our consolidated balance sheet,

includes trade

receivables of $

1,287

million compared with $

2,372

million at December 31, 2019, and includes

both

contracts with customers within the scope of ASC

Topic 606 and those that are outside the scope of ASC

Topic 606.

We typically receive payment within 30 days or less (depending on the terms of the invoice) once

delivery is made.

Revenues that are outside the scope of ASC Topic 606 relate primarily to

physical gas sales

contracts at market prices for which we do not

elect NPNS and are therefore accounted for

as a derivative

under ASC Topic 815.

There is little distinction in the nature

of the customer or credit quality of trade

receivables associated with gas sold under contracts

for which NPNS has not been elected

compared to trade

receivables where NPNS has been elected.

Contract Liabilities from Contracts with Customers

We have entered into contractual arrangements where we license proprietary technology to customers related

to the optimization process for operating LNG plants. The agreements typically provide for negotiated

payments to be made at stated milestones. The payments are not directly related to our performance under the

contract and are recorded as deferred revenue to be recognized as revenue when the customer can utilize and

benefit from their right to use the license. Payments are received in installments over the construction period.

As of March 31, 2020 and December 31, 2019,

we had $

million of contract liabilities,

which we expect to

recognize as revenue during 2021 and 2022

There were

revenues recognized during the period included

contract liabilities as of December 31, 2019

Note 20—Segment Disclosures and Related Information

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

a worldwide

basis.

We manage our operations through

six

operating segments, which are primarily defined

by geographic

region: Alaska, Lower 48, Canada, Europe and

North Africa, Asia Pacific and Middle East,

and Other

International.

Corporate and Other represents costs not directly

associated with an operating segment, such as most

interest

expense, corporate overhead and certain technology

activities, including licensing revenues.

Corporate assets

include all cash and cash equivalents and short-term

investments.

We evaluate performance and allocate resources based on net income (loss) attributable

to ConocoPhillips.

Intersegment sales are at prices that approximate

market.

Analysis of Results by Operating Segment

Millions of Dollars

Three Months Ended

March 31

2020

2019

Sales and Other Operating Revenues

Alaska

1,113

1,407

Lower 48

3,103

4,153

Intersegment eliminations

(10)

(12)

Lower 48

3,093

4,141

Canada

513

823

Intersegment eliminations

(180)

(250)

Canada

333

573

Europe and North Africa

600

1,546

Asia Pacific and Middle East

1,003

1,343

Other International

Corporate and Other

140

Consolidated sales and other operating revenues

6,158

9,150

Sales and Other Operating Revenues by

Geographic Location

(1)

United States

4,217

5,686

Australia

437

559

Canada

333

573

China

146

243

Indonesia

204

205

Libya

254

Malaysia

216

336

Norway

446

588

United Kingdom

110

704

Other foreign countries

Worldwide consolidated

6,158

9,150

Sales and Other Operating Revenues by

Product

Crude oil

3,444

4,581

Natural gas

1,655

3,003

Natural gas liquids

151

238

Other

(2)

908

1,328

Consolidated sales and other operating revenues

by product

6,158

9,150

(1) Sales and other operating revenues are attributable to countries based on the location of

the selling operation.

(2) Includes LNG and bitumen.

Millions of Dollars

Three Months Ended

March 31

2020

2019

Net Income (Loss) Attributable to ConocoPhillips

Alaska

384

Lower 48

(437)

193

Canada

(109)

122

Europe and North Africa

207

Asia Pacific and Middle East

398

525

Other International

131

Corporate and Other

(1,775)

271

Consolidated net income (loss) attributable

to ConocoPhillips

(1,739)

1,833

Millions of Dollars

March 31

December 31

2020

2019

Total Assets

Alaska

15,603

15,453

Lower 48

12,717

14,425

Canada

5,682

6,350

Europe and North Africa

7,056

8,121

Asia Pacific and Middle East

14,337

14,716

Other International

289

285

Corporate and Other

9,349

11,164

Consolidated total assets

65,033

70,514

Note 21—Income Taxes

Our effective tax rate for the first quarter of 2020

was negative

9.5

percent compared with

percent for the

first quarter of 2019.

The decrease in the effective tax rate for the first

quarter of 2020 is primarily due to an

increase of our U.S. valuation allowance as

well as a shift in the mix of our before-tax income

between higher

and lower tax jurisdictions during the first

quarter of 2020.

As a result of the COVID-19 pandemic and the

resulting economic uncertainty, many countries in which we

operate, including Australia, Canada, Norway and

the U.S., enacted tax legislation in the first

quarter of 2020.

This legislation did not have a material

impact to ConocoPhillips.

During the first quarter of 2020, our U.S. valuation

allowance increased by $

346

million compared to a

decrease of $

103

million for the first quarter of 2019.

The change to our U.S. valuation allowance

for both

periods relates primarily to the fair value measurement

of our Cenovus Energy common shares and our

expectation of the tax impact related to incremental

capital gains (losses).

Supplementary Information—Condensed Consolidating

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.

The following condensed consolidating financial

information

presents the results of operations, financial

position and cash flows for:

●

ConocoPhillips, ConocoPhillips Company and

Burlington Resources LLC (in each case, reflecting

investments in subsidiaries utilizing the equity

method of accounting).

●

All other nonguarantor subsidiaries of ConocoPhillips.

●

The consolidating adjustments necessary to present

ConocoPhillips’ results on a consolidated

basis.

This condensed consolidating financial information

should be read in conjunction with the accompanying

consolidated financial statements and notes.

Millions of Dollars

Three Months Ended March 31, 2020

Income Statement

ConocoPhillips

Company

Burlington

Resources LLC

All Other

Subsidiaries

Consolidating

Adjustments

Total

Consolidated

Revenues and Other Income

Sales and other operating revenues

2,903

3,255

6,158

Equity in earnings (losses) of affiliates

(1,681)

120

(426)

233

1,988

234

Gain (loss) on dispositions

(51)

(42)

Other income (loss)

(1)

(1,646)

107

(1,539)

Intercompany revenues

907

(940)

Total Revenues and Other

Income (Loss)

(1,682)

1,416

(422)

4,451

1,048

4,811

Costs and Expenses

Purchased commodities

2,612

946

(897)

2,661

Production and operating expenses

160

1,013

(1)

1,173

Selling, general and administrative expenses

(23)

(5)

(3)

Exploration expenses

163

188

Depreciation, depletion and amortization

147

1,264

1,411

Impairments

519

521

Taxes other than income taxes

202

250

Accretion on discounted liabilities

Interest and debt expense

107

(37)

202

Foreign currency transaction gains

(1)

(89)

(90)

Other expenses

(6)

Total Costs and Expenses

3,075

4,133

(940)

6,374

Income (loss) before income taxes

(1,754)

(1,659)

(456)

318

1,988

(1,563)

Income tax provision (benefit)

(15)

(6)

147

148

Net income (loss)

(1,739)

(1,681)

(450)

171

1,988

(1,711)

Less: net income attributable to noncontrolling interests

(28)

Net Income (Loss) Attributable to ConocoPhillips

(1,739)

(1,681)

(450)

143

1,988

(1,739)

Comprehensive Income (Loss) Attributable to ConocoPhillips

(2,527)

(2,469)

(1,047)

(649)

4,165

(2,527)

Income Statement

Three Months Ended March 31, 2019

Revenues and Other Income

Sales and other operating revenues

3,981

5,169

9,150

Equity in earnings of affiliates

1,890

1,622

473

186

(3,983)

188

Gain (loss) on dispositions

(5)

Other income

508

193

702

Intercompany revenues

1,161

(1,200)

Total Revenues and Other

Income

1,891

6,132

486

6,731

(5,183)

10,057

Costs and Expenses

Purchased commodities

3,497

1,304

(1,126)

3,675

Production and operating expenses

180

1,091

(1)

1,271

Selling, general and administrative expenses

129

(5)

153

Exploration expenses

110

Depreciation, depletion and amortization

136

1,410

1,546

Impairments

Taxes other than income taxes

229

275

Accretion on discounted liabilities

Interest and debt expense

149

(68)

233

Foreign currency transaction losses

Other expenses

(4)

Total Costs and Expenses

4,206

4,257

(1,200)

7,370

Income before income taxes

1,818

1,926

452

2,474

(3,983)

2,687

Income tax provision (benefit)

(15)

(5)

825

841

Net income

1,833

1,890

457

1,649

(3,983)

1,846

Less: net income attributable to noncontrolling interests

(13)

Net Income Attributable to ConocoPhillips

1,833

1,890

457

1,636

(3,983)

1,833

Comprehensive Income Attributable to ConocoPhillips

2,022

2,079

581

1,816

(4,476)

2,022

See Notes to Consolidated Financial Statements.

Millions of Dollars

March 31, 2020

Balance Sheet

ConocoPhillips

Company

Burlington

Resources LLC

All Other

Subsidiaries

Consolidating

Adjustments

Total

Consolidated

Assets

Cash and cash equivalents

1,903

2,005

3,908

Short-term investments

3,799

3,866

Accounts and notes receivable

1,688

2,876

(2,307)

2,264

Investment in Cenovus Energy

420

Inventories

666

726

Prepaid expenses and other current assets

256

1,703

1,960

Total Current Assets

8,126

7,317

(2,307)

13,144

Investments, loans and long-term receivables*

31,605

45,415

10,756

16,644

(95,546)

8,874

Net properties, plants and equipment

3,591

37,054

40,645

Other assets

661

249

2,065

(609)

2,370

Total Assets

31,615

57,793

11,007

63,080

(98,462)

65,033

Liabilities and Stockholders’ Equity

Accounts payable

2,148

3,014

(2,307)

2,921

Short-term debt

(3)

111

126

Accrued income and other taxes

768

853

Employee benefit obligations

237

323

Other accruals

354

1,403

1,852

Total Current Liabilities

2,828

118

5,382

(2,307)

6,075

Long-term debt

3,794

6,670

2,125

2,258

14,847

Asset retirement obligations and accrued environmental costs

322

4,994

5,316

Deferred income taxes

4,751

(610)

4,141

Employee benefit obligations

1,184

379

1,563

Other liabilities and deferred credits*

3,010

8,649

918

8,941

(19,814)

1,704

Total Liabilities

6,858

19,653

3,161

26,705

(22,731)

33,646

Retained earnings

30,987

20,217

1,713

10,625

(25,997)

37,545

Other common stockholders’ equity

(6,230)

17,923

6,133

25,678

(49,734)

(6,230)

Noncontrolling interests

Total Liabilities and Stockholders’

Equity

31,615

57,793

11,007

63,080

(98,462)

65,033

*Includes intercompany loans.

Balance Sheet

December 31, 2019

Assets

Cash and cash equivalents

3,439

1,649

5,088

Short-term investments

2,670

358

3,028

Accounts and notes receivable

2,088

3,881

(2,575)

3,401

Investment in Cenovus Energy

2,111

Inventories

168

858

1,026

Prepaid expenses and other current assets

352

1,906

2,259

Total Current Assets

10,828

8,652

(2,575)

16,913

Investments, loans and long-term receivables*

34,076

44,969

11,662

15,612

(97,413)

8,906

Net properties, plants and equipment

3,552

38,717

42,269

Other assets

765

253

2,210

(805)

2,426

Total Assets

34,085

60,114

11,917

65,191

(100,793)

70,514

Liabilities and Stockholders’ Equity

Accounts payable

2,670

3,084

(2,575)

3,200

Short-term debt

(3)

105

Accrued income and other taxes

951

1,030

Employee benefit obligations

508

155

663

Other accruals

408

1,518

2,045

Total Current Liabilities

3,669

5,799

(2,575)

7,043

Long-term debt

3,794

6,670

2,129

2,197

14,790

Asset retirement obligations and accrued environmental costs

322

5,030

5,352

Deferred income taxes

5,438

(804)

4,634

Employee benefit obligations

1,329

452

1,781

Other liabilities and deferred credits*

1,787

7,514

826

9,271

(17,534)

1,864

Total Liabilities

5,662

19,504

3,024

28,187

(20,913)

35,464

Retained earnings

33,184

21,898

2,164

10,481

(27,985)

39,742

Other common stockholders’ equity

(4,761)

18,712

6,729

26,454

(51,895)

(4,761)

Noncontrolling interests

Total Liabilities and Stockholders’

Equity

34,085

60,114

11,917

65,191

(100,793)

70,514

*Includes intercompany loans.

See Notes to Consolidated Financial Statements.

Millions of Dollars

Three Months Ended March 31, 2020

Statement of Cash Flows

ConocoPhillips

Company

Burlington

Resources LLC

All Other

Subsidiaries

Consolidating

Adjustments

Total

Consolidated

Cash Flows From Operating Activities

Net Cash Provided by (Used in) Operating Activities

(85)

(277)

2,401

2,105

Cash Flows From Investing Activities

Capital expenditures and investments

(197)

(14)

(1,452)

(1,649)

Working capital changes associated

with investing activities

(9)

Proceeds from asset dispositions

140

409

549

Purchases of investments

(1,207)

272

(935)

Long-term advances/loans—related parties

(10)

Collection of advances/loans—related parties

(71)

Intercompany cash management

1,225

(48)

(11)

(1,166)

Other

(44)

Net Cash Provided by (Used in) Investing Activities

1,225

(1,260)

(25)

(1,825)

(47)

(1,932)

Cash Flows From Financing Activities

Issuance of debt

(10)

Repayment of debt

(95)

(24)

Issuance of company common stock

(41)

Repurchase of company common stock

(726)

Dividends paid

(458)

Other

(11)

(14)

(24)

Net Cash Used in Financing Activities

(1,140)

(96)

(1,230)

Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted

Cash

(122)

Net Change in Cash, Cash Equivalents and Restricted Cash

(1,537)

358

(1,179)

Cash, cash equivalents and restricted cash at beginning of period

3,443

1,919

5,362

Cash, Cash Equivalents and Restricted Cash at End of Period

1,906

2,277

4,183

Statement of Cash Flows

Three Months Ended March 31, 2019

Cash Flows From Operating Activities

Net Cash Provided by (Used in) Operating Activities

(62)

(117)

(16)

3,448

(359)

2,894

Cash Flows From Investing Activities

Capital expenditures and investments

(208)

(1,429)

(1,637)

Working capital changes associated

with investing activities

107

Proceeds from asset dispositions

142

Purchases of short-term investments

(1)

Long-term advances/loans—related parties

(19)

Collection of advances/loans—related parties

(89)

Intercompany cash management

1,163

205

(1,384)

Other

(150)

Net Cash Provided by (Used in) Investing Activities

1,163

(2,643)

(70)

(1,477)

Cash Flows From Financing Activities

Issuance of debt

(19)

Repayment of debt

(20)

(88)

(19)

Issuance of company common stock

(1)

(37)

(38)

Repurchase of company common stock

(752)

Dividends paid

(350)

(396)

396

(350)

Other

(16)

(14)

Net Cash Used in Financing Activities

(1,101)

(20)

(481)

429

(1,173)

Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted

Cash

Net Change in Cash, Cash Equivalents and Restricted Cash

(80)

399

319

Cash, cash equivalents and restricted cash at beginning of period

1,428

4,723

6,151

Cash, Cash Equivalents and Restricted Cash at End of Period

1,348

5,122

6,470

See Notes to Consolidated Financial Statements.

Item 2.

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.

It contains forward-looking statements including, without limitation,

statements relating

to the company’s plans, strategies, objectives, expectations and intentions that are made pursuant to the “safe

harbor” provisions of the Private Securities Litigation Reform

Act of 1995.

The words “anticipate,”

“estimate,” “believe,” “budget,” “continue,”

“could,” “intend,” “may,” “plan,” “potential,” “predict,”

“seek,” “should,” “will,” “would,” “expect,”

“objective,” “projection,” “forecast,” “goal,” “guidance,”

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

The company does

not undertake to update, revise or correct any of the forward-looking information unless required to do so

under the federal securities laws.

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

in conjunction with the company’s disclosures under the heading: “CAUTIONARY STATEMENT FOR THE

PURPOSES OF THE ‘SAFE HARBOR’ PROVISIONS

OF THE PRIVATE SECURITIES LITIGATION

REFORM ACT OF 1995,” beginning on page

54.

The terms “earnings” and “loss” as used in Management’s Discussion and Analysis refer to net income (loss)

attributable to ConocoPhillips.

BUSINESS ENVIRONMENT AND EXECUTIVE

OVERVIEW

ConocoPhillips is an independent E&P company

with operations and activities in 17 countries.

Our diverse,

low cost of supply portfolio includes resource-rich

unconventional plays in North America;

conventional

assets in North America, Europe, Asia and Australia;

LNG developments; oil sands in Canada; and an

inventory of global conventional and unconventional

exploration prospects.

At March 31, 2020, we employed

approximately 10,400 people worldwide and had

total assets of $65 billion.

Overview

The energy landscape changed dramatically in the first

quarter of 2020 with simultaneous demand and

supply

shocks that drove the industry into a severe downturn.

The demand shock was triggered by SARS-CoV-2, or

COVID-19, which was declared a global pandemic

and caused unprecedented social and economic

consequences.

Mitigation efforts to stop the spread of this contagious

disease included 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, which

resulted in significant

supply coming onto the market and an oil price

war.

These dual demand and supply shocks caused oil

prices

to collapse,

with May futures contracts for Brent and WTI

exiting March near $20 per barrel, a level not seen

since 2002.

Since the start of the severe downturn, we have closely

monitored the market and taken prudent actions in

response to this situation.

We entered the year 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.

This relative advantage allowed us to be measured

our response to the sudden change in business environment.

On March 18, 2020, we announced a reduction in

our 2020 operating plan capital of $700 million,

or about ten percent.

We also announced that our planned

share repurchases would be reduced to $250 million

per quarter from a plan of $750 million per quarter,

starting in the second quarter of 2020.

These two actions represented a reduction to

cash outlays of $2.2

billion in 2020.

At that time,

we stated we would continue to monitor the market

and exercise additional

flexibility, if warranted.

As we entered the second quarter, predictions of COVID-19 driven global

oil demand losses intensified.

Forecasts estimated that demand for the months

of April and May could be 10 to 35 MMBOD

below normal.

Based on these forecasts, OPEC plus nations held

an emergency meeting,

and on April 12

they announced a

coordinated production cut that was unprecedented

in both its magnitude and duration.

The OPEC plus

countries agreed to cut production by 9.7 MMBOD

in May and June, 7.7 MMBOD from July

to December,

then 5.8 MMBOD from January 2021 to April

2022.

Additionally, non-OPEC plus countries, including the

U.S., Canada, Brazil and other G-20 countries,

contributed organic reductions to production of approximately

3.7 MMBOD through the release of drilling rigs,

frac crews and normal field decline.

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

exit positions and avoid taking physical delivery.

As storage constraints approached, spot prices

for certain

North American landlocked grades of crude oil

have been in the single digits or even negative

for particularly

remote or low-grade crudes, while waterborne

priced crudes such as Brent have sold at a relative

advantage.

In response to our view that near term prices

would be particularly weak, on April 16,

2020, we announced

additional actions, relative to our 2020 operating

plan, to exercise flexibility and conserve cash.

We further

reduced capital expenditures by $1.6 billion,

reduced operating costs by $600 million and suspended

our share

repurchase program.

Including the actions we announced in March,

we have reduced cash uses by over $5

billion, with remaining flexibility to adjust

our plans up or down depending on the market environment.

announced that we will also voluntarily curtail

production by 265 MBOD gross or approximately

230 MBOED

net in May in response to low prices.

The curtailment will be sourced 165 MBOD gross

from our Lower 48

segment and 100 MBOD gross from our Surmont

asset in Canada.

Production in June will be voluntarily

curtailed by 460 MBOD gross or approximately 420

MBOED net, sourced 260 MBOD gross from

our Lower

48 segment,

100 MBOD gross from our Surmont asset in

Canada and 100 MBOD gross in Alaska.

curtailing production, we are retaining oil in

the reservoir and reducing transportation and storage

fees, while

anticipating higher prices in the future.

Future voluntary curtailments across our areas

of operation will be

evaluated on a month-by-month basis,

and are subject to operating agreements and contractual

obligations.

These curtailments are not anticipated to materially

impact expected ultimate recovery when production

resumes.

We also expect some level of additional curtailments from infrastructure constraints,

actions from

partner-operated assets or government mandates,

including the Norwegian government’s recently announced

curtailment measures commencing in June and lasting

through the end of the year.

The recent simultaneous demand and supply shocks

have reinforced our view that commodity

prices will

remain cyclical and volatile, and a successful

business strategy in the exploration and

production industry must

be resilient in lower price environments, while

retaining upside during periods of higher prices.

While we are

not impervious to current market conditions, 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 base,

and strengthening our balance sheet have put us

in a strong relative position compared to our

independent

exploration and production peers.

Current market conditions and our actions to respond

have altered our 2020 operating plan.

While recent

prices have fallen significantly, we remain committed to our core value proposition

principles, namely, to

focus on financial returns, maintain a strong balance

sheet, deliver compelling returns of capital,

and maintain

disciplined capital investments.

Our workforce and operations have adjusted to

mitigate the impacts of the COVID-19 global

pandemic.

have operations in remote areas with confined

spaces, such as offshore platforms and the North

Slope of

Alaska, where viruses could rapidly spread.

Personnel entering these locations are completing

questionnaires

regarding recent travel and health history and are being

screened for symptoms of illness.

Staffing levels in

certain operating locations have been reduced to

minimize health risk exposure and free up bed

space for

potential quarantine areas.

Office staff are working remotely with only business essential

employees accessing

offices around the world.

These actions have thus far been effective at protecting employees’

health and

preventing business operation disruptions.

The marketing and supply chain side of our business

have also adapted in response to COVID-19.

Our

commercial organization is managing transportation commitments

considering curtailment measures.

Our

supply chain function is proactively working with

vendors to ensure the continuity of our

business operations.

Operationally, we remain focused on safely executing the business.

In the first quarter of 2020, production of

1,289 MBOED generated cash from operating activities

of $2.1 billion.

We re-invested $1.6 billion back into

the business in the form of capital expenditures, repurchased

$0.7 billion of shares, and paid dividends to

shareholders of $0.5 billion.

Production decreased 72 MBOED or five percent

in the first quarter of 2020,

compared to the first quarter of 2019, primarily

due to the disposition of our U.K. assets in

the third quarter of

2019, and the declaration of force majeure in Libya.

Adjusted for closed and pending dispositions

and Libya,

production increased 52 MBOED or four percent.

Financially, low prices resulted in over $2 billion of after-tax non-cash charges in the first

quarter of 2020.

recognized a $1.7 billion before and after-tax unrealized

loss on our 208 million Cenovus Energy common

shares,

$0.4 billion after-tax in impairments due to

low domestic natural gas prices, and $0.2

billion after-tax

in a lower of cost or market adjustment to our commodity

inventory.

Persistent low prices may result in

further proved and unproved property impairments,

including to certain equity method investments.

Our portfolio optimization efforts generated $0.5 billion

of proceeds in the first quarter,

primarily through the

disposition of non-core assets in our Lower 48 segment.

Production from the disposed assets averaged 15

MBOED in 2019.

We entered into an agreement with Santos in October 2019 to sell the subsidiaries

that hold

our Australia-West assets and operations for $1.39 billion, plus customary adjustments,

with an effective date

of January 1, 2019,

plus a payment of $75 million upon final investment

decision of the Barossa development

project.

The transaction is expected to close in the second

quarter of 2020.

See Note 4—Asset Acquisitions

and Dispositions in the Notes to Consolidated Financial

Statements, for additional information on these

transactions.

Business Environment

Brent crude oil prices averaged $50 per barrel in the

first quarter of 2020 after averaging over $60

per barrel in

2019.

Global oil prices deteriorated dramatically at

the end of the first quarter of 2020 due to simultaneous

demand and supply shocks and the timing and extent

of a recovery to previous conditions is unknown.

Commodity prices are the most significant

factor impacting our profitability and related reinvestment

operating cash flows into our business.

Among other dynamics that could influence

world energy markets and

commodity prices are global economic health, supply

or demand disruptions or fears thereof

caused by civil

unrest, global pandemic or military conflicts,

actions taken by OPEC plus and other major

oil producing

countries, environmental laws, tax regulations,

governmental policies and weather-related

disruptions.

Our

strategy is to create value through price cycles

by delivering on the financial and operational

priorities that

underpin our value proposition.

Our earnings and operating cash flows generally

correlate with industry price levels for crude

oil and natural

gas, the prices of which are subject to factors

external to the company and over which we have

no control.

The

following graph depicts the trend in average benchmark

prices for WTI crude oil, Brent crude oil

and Henry

Hub natural gas:

Brent crude oil prices averaged $50.31 per barrel

in the first quarter of 2020, a decrease of 20 percent

compared with $63.20 per barrel in the first

quarter of 2019.

WTI at Cushing crude prices averaged $46.06 per

barrel in the first quarter of 2020, a decrease of 16 percent

compared with $54.87 per barrel in the first

quarter

of 2019.

Oil prices decreased due to simultaneous demand

and supply shocks in the first quarter of

2020.

Henry Hub natural gas prices averaged $1.95

per MMBTU in the first quarter of 2020,

a decrease of 38 percent

compared with $3.15 per MMBTU in the first

quarter of 2019.

Our realized bitumen price averaged $5.90 per barrel

in the first quarter of 2020, a decrease of 82

percent

compared with $33.15 per barrel in the first

quarter of 2019.

The decrease in the first quarter of 2020 was

driven by lower WTI prices and a weakening

WCS differential to WTI at Hardisty.

We continue to optimize

bitumen price realizations through the utilization

of downstream transportation solutions and implementation

of alternate blend capability which results in lower

diluent costs.

Our total average realized price was $38.81 per

BOE in the first quarter of 2020, compared

with $50.59 per

BOE in the first quarter of 2019, due to simultaneous

demand and supply shocks impacting

all of our produced

commodities.

The dual shock impact to realized prices continued

as we entered the second quarter of 2020.

Key Operating and Financial Summary

Significant items during the first quarter

of 2020 included the following:

●

Cash provided by operating activities was $2.1

billion.

●

Ended the quarter with cash, cash equivalents and

restricted cash totaling $4.2 billion

and short-term

investments of $3.9 billion.

●

Repurchased $0.7 billion of shares and paid $0.5

billion in dividends.

●

Achieved first-quarter production, excluding

Libya, of 1,278 MBOED.

●

Produced 399 MBOED from the Lower 48 Big

3 unconventionals—Eagle Ford, Bakken and

Delaware.

●

Started up first Montney pad and infrastructure.

●

Generated $0.5 billion in disposition proceeds from

Lower 48 non-core asset sales.

●

Recognized an unrealized loss of approximately

$1.7 billion before and after-tax on shares of our

Cenovus Energy common stock.

●

Recognized after-tax impairments of approximately

$0.4 billion, primarily in our Lower 48

segment.

●

Recognized a commodity inventory lower of cost

or market adjustment of approximately

$0.2 billion

after-tax.

Outlook

Capital and Production

In February 2020, we announced 2020 operating

plan capital of $6.5 billion to $6.7 billion.

In March and

April 2020, due to dual demand and supply shocks,

we announced capital expenditure reductions

totaling $2.3

billion.

Production in May 2020 will be impacted by

voluntary curtailments of 265 MBOD gross

or approximately 230

MBOED net.

These curtailments are sourced in the amount

of 165 MBOD gross from Lower 48 and 100

MBOD gross from our Surmont asset in Canada.

Production in June 2020 will be impacted by voluntary

curtailments of 460 MBOD gross or approximately

420 MBOED net.

These curtailments are sourced in the

amount of 260 MBOD gross from Lower 48,

100 MBOD gross from our Surmont asset

in Canada and 100

MBOD gross from Alaska.

Voluntary

curtailments across our areas of operations

will be evaluated on a

month-by-month basis, and are subject to operating

agreements and contractual obligations.

These

curtailments

are not anticipated to materially impact expected

ultimate recovery when production resumes.

We also expect some level of additional curtailments from infrastructure constraints,

actions from partner-

operated assets or government mandates.

Depreciation,

Depletion and Amortization

Depreciation, depletion and amortization

expense was $1.4 billion in the first quarter

of 2020.

DD&A of

properties, plants and equipment on producing

hydrocarbon properties and certain pipeline

and LNG assets, as

described in Note 1—Accounting Policies in

the Notes to Consolidated Financial Statements

of our 2019

Annual Report on Form 10-K, is determined

by the unit-of-production method based on proved

oil and gas

reserves.

Estimating reserves requires the selection of

inputs, including trailing twelve-month oil

and gas price

assumptions, among others.

If oil and gas prices persist at levels experienced

in the first quarter, our reserve

estimates could decrease, which could increase the

rate used to determine DD&A expense on our

unit-of-

production method properties.

RESULTS OF OPERATIONS

Unless otherwise indicated, discussion of results for the three-month period ended

March 31, 2020, is based

on a comparison with the corresponding period of 2019.

Consolidated

Results

A summary of the company's net income (loss)

attributable to ConocoPhillips by business segment

follows:

Millions of Dollars

Three Months Ended

March 31

2020

2019

Alaska

384

Lower 48

(437)

193

Canada

(109)

122

Europe and North Africa

207

Asia Pacific and Middle East

398

525

Other International

131

Corporate and Other

(1,775)

271

Net income (loss) attributable to ConocoPhillips

(1,739)

1,833

Net income (loss) attributable to ConocoPhillips

decreased $3,572 million in the first quarter

of 2020, mainly

due to:

●

An unrealized loss of $1,691 million after-tax

on our Cenovus Energy (CVE) common shares,

compared with an unrealized gain of $343 million

after-tax in the first quarter of 2019.

●

Lower realized commodity prices.

●

Higher impairments of $401 million after-tax,

primarily related to non-core gas assets in our

Lower 48

segment.

●

Lower sales volumes, primarily due to the disposition

of our U.K. assets in the third quarter

of 2019.

●

A commodity inventory lower of cost or market

adjustment of $170 million after-tax.

●

The absence of a payment from Petróleos de Venezuela, S.A. (PDVSA) related to a settlement

award

recognized as other income of $147 million before-

and after-tax.

The decreases in net income (loss) were partly

offset by:

●

Lower selling, general and administrative

expenses, primarily due to mark to market impacts

certain employee compensation programs.

●

Lower depreciation, depletion and amortization

expenses due to the cessation of DD&A on

our held-

for-sale Australia-West assets and our U.K. disposition.

●

Lower production and operating expenses due to

our U.K. disposition.

See the “Segment Results” section for additional

information.

Income Statement Analysis

Sales and other operating revenues decreased 33 percent,

mainly due to lower commodity price realizations,

the disposition of our U.K. assets and the timing

of sales volumes in Alaska.

Other income (loss) decreased $2,241 million

primarily due to an unrealized loss of $1,691 million

before and

after-tax on our CVE common shares, compared

with a $343 million before and after-tax unrealized

gain on

those shares in the first quarter of 2019.

Additionally, other income decreased

due to the absence of a $147

million before-tax payment related to a settlement

award from PDVSA.

See Note 6—Investment in Cenovus

Energy in the Notes to Consolidated Financial Statements,

for additional information related to our unrealized

gain (loss) on CVE common shares.

See Note 12—Contingencies and Commitments

in the Notes to

Consolidated Financial Statements,

for additional information regarding the settlement

agreement with

PDVSA.

Purchased commodities decreased $1,014 million,

primarily due to lower commodity prices and

lower gas

volumes purchased due to the U.K. disposition,

partly offset by a $228 million before-tax lower of cost

market adjustment to our crude oil and natural gas

inventories.

Production and operating expenses decreased $98

million,

primarily due to the disposition of our U.K. assets

in the third quarter of 2019.

Selling, general and administrative expenses decreased

$156 million, primarily due to lower costs

associated

with compensation and benefits, including mark

to market impacts of certain key employee compensation

programs.

Exploration expenses increased $78 million, primarily

due to an unproved property impairment

and higher dry

hole expenses related to the Kamunsu East Field

in Malaysia that is no longer in our development

plans;

charges related to the early termination of the Alaska winter

exploration program; and higher dry hole

expenses in Norway.

Depreciation, depletion and amortization

decreased $135 million, mainly due to the cessation

of DD&A on our

held-for-sale assets in Australia-West and the absence of DD&A from our disposed U.K. assets,

partly offset

by increased DD&A in our Lower 48 segment,

primarily due to higher volumes and unit

of production DD&A

rates.

Impairments increased $520 million,

primarily due to a $511 million before-tax impairment of certain non-core

gas assets in our Lower 48 segment due to a significant

decrease in the outlook for natural gas prices.

See

Note 8—Impairments in the Notes to Consolidated

Financial Statements, for additional information.

Foreign currency transactions

(gain) loss decreased $102 million due to

gains incurred from foreign currency

derivatives.

See Note 13—Derivative and Financial Instruments

in the Notes to Consolidated Financial

Statements, for additional information.

See Note 21—Income Taxes, in the Notes to Consolidated Financial Statements,

for information regarding our

income tax provision and effective tax rate.

Summary Operating Statistics

Three Months Ended

March 31

2020

2019

Average Net Production

Crude oil (MBD)

654

715

Natural gas liquids (MBD)

123

110

Bitumen (MBD)

Natural gas (MMCFD)*

2,674

2,840

Total Production

(MBOED)

1,289

1,361

Dollars Per Unit

Average Sales Prices

Crude oil (per barrel)

48.86

59.45

Natural gas liquids (per barrel)

14.82

23.85

Bitumen (per barrel)

5.90

33.15

Natural gas (per thousand cubic feet)

4.30

6.00

Millions of Dollars

Exploration Expenses

General administrative, geological and geophysical,

and

lease rental, and other

121

Leasehold impairment

Dry holes

188

110

*Represents quantities available for sale and excludes gas equivalent of NGLs

included above.

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

a worldwide

basis.

At March 31, 2020, our operations were producing

in the U.S., Norway, Canada, Australia, Timor-

Leste, Indonesia, China, Malaysia, Qatar and

Libya.

Total production,

including Libya, of 1,289 MBOED decreased

72 MBOED or 5 percent in the first quarter

2020, primarily due to:

●

Normal field decline.

●

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

quarter of 2019, which produced 80 MBOED

in the first

quarter of 2019.

●

Lower 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 expiration of the Panyu license in China

during the third quarter of 2019 and the expiration

of the

Athena production license offshore Australia in the fourth

quarter of 2019.

●

The rupture of a third-party pipeline impacting

gas production from the Kebabangan field

in Malaysia.

The decrease in first quarter 2020 production

was partly offset by:

●

New wells online in the Lower 48, Norway, Malaysia and China.

●

Higher production from Canada due to lower

curtailments mandated by the Alberta government

and

first production from Pad 1 at Montney.

Production excluding Libya was 1,278 MBOED in

the first quarter of 2020, a decrease

of 40 MBOED

compared with the same period of 2019.

Adjusting for closed and pending dispositions

and excluding Libya,

production increased 52 MBOED.

Segment Results

Alaska

Three Months Ended

March 31

2020

2019

Net Income Attributable to ConocoPhillips

(millions of dollars)

384

Average Net Production

Crude oil (MBD)

198

210

Natural gas liquids (MBD)

Natural gas (MMCFD)

Total Production

(MBOED)

218

228

Average Sales Prices

Crude oil (dollars per barrel)

54.78

62.81

Natural gas (dollars per thousand cubic feet)

3.07

3.42

The Alaska segment primarily explores for, produces, transports

and markets crude oil, NGLs and natural gas.

As of March 31, 2020, Alaska contributed 26

percent of our worldwide liquids production

and less than 1

percent of our worldwide natural gas production.

Earnings from Alaska decreased $303 million

in the first quarter of 2020, compared with

the same period of

2019.

The decrease in earnings was primarily

due to lower sales volumes, mainly due

to lift timing, lower

realized crude oil prices,

a $96 million after-tax lower of cost

or market commodity inventory adjustment, and

higher exploration expenses related to the early

cancellation of our winter exploration program.

COVID-19

risk associated with working in confined spaces

in a remote location influenced our decision

to terminate our

2020 winter exploration program early, after drilling only three of the seven

planned wells in the Willow and

Harpoon areas on the Western North Slope of Alaska.

Additionally, in April we suspended other operated

development activities on the North Slope in consideration

of COVID-19 risk and capital and cost reductions.

Average production decreased 10 MBOED or 4 percent in the first quarter of

2020 compared with the same

period of 2019.

The decrease was primarily due to normal

field decline, partly offset by new wells online at

operated assets in the Greater Kuparuk Area and

the Western North Slope.

Curtailment

In April 2020, we announced voluntary curtailments

of 100 MBOD gross for the month of June.

By curtailing

production, we are retaining oil in the reservoir

and reducing transportation and storage fees,

while anticipating

higher prices in the future.

Voluntary

curtailments across our areas of operation

will be evaluated on a month-

by-month basis, and are subject to operating agreements

and contractual obligations.

We also may incur some

level of additional curtailments based on infrastructure

constraints, actions from partner-operated assets or

government mandates.

Lower 48

Three Months Ended

March 31

2020

2019

Net Income (Loss) Attributable to ConocoPhillips

(millions of dollars)

(437)

193

Average Net Production

Crude oil (MBD)

270

245

Natural gas liquids (MBD)

Natural gas (MMCFD)

679

568

Total Production

(MBOED)

472

414

Average Sales Prices

Crude oil (dollars per barrel)

40.97

53.15

Natural gas liquids (dollars per barrel)

11.85

20.66

Natural gas (dollars per thousand cubic feet)

1.48

2.74

The Lower 48 segment consists of operations located

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

As of

March 31, 2020, the Lower 48 contributed 43

percent of our worldwide liquids production

and 25 percent of

our worldwide natural gas production.

Earnings from the Lower 48 decreased $630 million

in the first quarter of 2020, compared with

the same

period of 2019.

The earnings decrease was primarily due to

recognizing $399 million after-tax in impairments

related to certain non-core gas assets in the Wind River Basin operations

area, and lower realized crude oil,

natural gas and NGL prices.

Partly offsetting the decrease in earnings were higher sales

volumes of crude oil,

NGLs and natural gas due to growth in our unconventional

assets in the Eagle Ford, Permian and Bakken.

See

Note 8—Impairments in the Notes to Consolidated

Financial Statements, for additional information

related to

the Wind River Basin operations area impairment.

Total average production increased 58 MBOED or 14 percent in the first quarter

of 2020, compared with the

same period of 2019, primarily due to new production

from unconventional assets in the Eagle Ford,

Permian

and Bakken, partly offset by normal field decline.

Asset Disposition Update

In the first quarter of 2020, we completed the sale of

our Niobrara asset in the Denver-Julesberg Basin and

recorded a loss on sale of $29 million after-tax.

We also disposed of our Waddell Ranch interests in the

Permian Basin, which did not trigger gain or loss

recognition.

Production from these non-core properties was

not significant to the Lower 48 segment.

See Note 4—Asset Acquisitions and Dispositions

in the Notes to

Consolidated Financial Statements, for additional

information related to these transactions.

Curtailment

In April 2020, we announced voluntary curtailments

in the Lower 48 of 165 MBOD and 260 MBOD gross

for

the months of May and June, respectively.

By curtailing production, we are retaining

oil in the reservoir and

reducing transportation and storage fees, while

anticipating higher prices in the future.

Voluntary

curtailments

across our areas of operation will be evaluated

on a month-by-month basis,

and are subject to operating

agreements and contractual obligations.

We also may incur some level of additional curtailments from

infrastructure constraints, actions from partner-operated

assets or government mandates.

Canada

Three Months Ended

March 31

2020

2019

Net Income (Loss) Attributable to ConocoPhillips

(millions of dollars)

(109)

122

Average Net Production

Crude oil (MBD)

Natural gas liquids (MBD)

Bitumen (MBD)

Natural gas (MMCFD)

Total Production

(MBOED)

Average Sales Prices

Bitumen (dollars per barrel)*

5.90

33.15

*Average prices for sales of bitumen 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 mainly consist of an oil

sands development in the Athabasca Region

of northeastern

Alberta and a liquids-rich unconventional play

in western Canada.

As of March 31, 2020, Canada contributed

7 percent of our worldwide liquids production

and less than 1 percent of our worldwide

natural gas production.

Earnings from Canada decreased $231 million

in the first quarter of 2020, compared with the same

period of

2019, primarily due to lower realized bitumen prices,

the absence of a $68 million benefit

related to a tax

settlement,

and a $31 million after-tax lower of cost or market

adjustment to commodity inventory.

Partly

offsetting the decrease in earnings were higher sales volumes.

Total average production increased 7 MBOED in the first quarter of 2020, compared

with the same period of

2019.

The production increase was primarily

due to increased bitumen volumes due to lower mandated

curtailments

imposed by the Alberta Government and first

production from Pad 1 at Montney commencing

February 2020.

Curtailment

In April 2020, we announced voluntary curtailments

from Surmont of 100 MBOD gross or 50 MBOD

net for

the months of May and June.

By curtailing production, we are retaining bitumen

in the reservoir and reducing

transportation and storage fees, while anticipating

higher prices in the future.

Voluntary

curtailments across

our areas of operation will be evaluated on a month-by-month

basis.

We also may incur some level of

additional curtailments from infrastructure

constraints, actions from partner-operated assets

or government

mandates.

Surmont production is anticipated to be 35

MBOD gross in May and June, which is a level

that

maintains necessary steam chamber temperatures

and pressures to protect against damage to

the reservoir.

Europe and North Africa

Three Months Ended

March 31

2020

2019

Net Income Attributable to ConocoPhillips

(millions of dollars)

207

Average Net Production

Crude oil (MBD)

152

Natural gas liquids (MBD)

Natural gas (MMCFD)

310

604

Total Production

(MBOED)

150

260

Average Sales Prices

Crude oil (dollars per barrel)

55.53

62.83

Natural gas liquids (dollars per barrel)

21.54

31.15

Natural gas (dollars per thousand cubic feet)

3.68

6.55

The Europe and North Africa segment consists

of operations principally located in the Norwegian

sector of the

North Sea and the Norwegian Sea, Libya and commercial

operations in the U.K.

As of March 31, 2020, our

Europe and North Africa operations contributed

12 percent of our worldwide liquids production

and 12 percent

of our worldwide natural gas production.

Earnings for Europe and North Africa operations

decreased by $132 million in the first quarter

of 2020,

compared with the same period of 2019, primarily

due to our U.K. disposition in the third

quarter of 2019 and

lower natural gas and oil price realizations.

Average production decreased 42 percent in the first quarter of 2020 compared with

the same period of 2019.

Production decreased due to the U.K. disposition

in the third quarter of 2019,

the declaration of force majeure

in Libya following a period of civil unrest,

and normal field decline.

Partly offsetting these decreases was new

production from Norway drilling activities.

Force Majeure in Libya

Production ceased February 12, 2020 due to a forced

shutdown of the Es Sider export terminal

and other

eastern export terminals after a period of civil unrest.

It is unknown when exports will

resume.

Curtailments

In April 2020, the Norwegian government’s Ministry of Petroleum and

Energy announced cuts in Norwegian

oil production of 250 MBOD in June 2020 and

134 MBOD for the remainder of the year.

The impact to our

company from this announcement is still

being evaluated, however, curtailments sourced to our operated assets

are not expected to have a material production

impact to our Europe and North Africa segment.

Asia Pacific and Middle East

Three Months Ended

March 31

2020

2019

Net Income Attributable to ConocoPhillips

(millions of dollars)

398

525

Average Net Production

Crude oil (MBD)

Consolidated operations

Equity affiliates

Total crude oil

107

Natural gas liquids (MBD)

Consolidated operations

Equity affiliates

Total natural gas liquids

Natural gas (MMCFD)

Consolidated operations

621

665

Equity affiliates

1,036

988

Total natural gas

1,657

1,653

Total Production

(MBOED)

377

394

Average Sales Prices

Crude oil (dollars per barrel)

Consolidated operations

54.71

62.94

Equity affiliates

53.14

59.53

Total crude oil

54.47

62.58

Natural gas liquids (dollars per barrel)

Consolidated operations

39.34

40.13

Equity affiliates

42.41

38.19

Total natural gas liquids

41.64

38.96

Natural gas (dollars per thousand cubic feet)

Consolidated operations

5.94

6.36

Equity affiliates

5.41

7.31

Total natural gas

5.61

6.93

The Asia Pacific and Middle East segment has

operations in China, Indonesia, Malaysia,

Australia, Timor-Leste

and Qatar.

As of March 31, 2020, Asia Pacific and Middle

East contributed 12 percent of our worldwide liquids

production and 62 percent of our worldwide natural

gas production.

Earnings decreased $127 million in the first

quarter of 2020, compared with the same period of 2019,

primarily

due to lower oil sales volumes and prices; higher

exploration expenses, due to an unproved property

impairment

and higher dry hole expenses related to the Kamunsu

East Field in Malaysia that is no longer in our

development

plans; and decreased equity in earnings of affiliates, primarily

due to lower realized LNG prices.

Partly

offsetting the decrease in earnings was the cessation of

DD&A expense related to our Australia-West asset that is

held-for-sale.

Average production decreased 17 MBOED or 4 percent in the first quarter of

2020, compared with the same

period of 2019, primarily due to normal field

decline, the expiration of the Panyu license in

China and the

Athena license offshore Australia in 2019, and higher

unplanned downtime due to the rupture of a third-party

pipeline impacting gas production from the Kebabangan

field in Malaysia.

Partly offsetting these decreases were

new production from development activity at

Bohai Bay in China and production increases from

Malaysia,

including first gas supply from KBB to PFLNG1

in the second quarter of 2019 and first

oil from Gumusut Phase

2 in the third quarter of 2019.

Asset Disposition Update

In October 2019,

we entered into an agreement to sell the subsidiaries

that hold our Australia-West assets and

operations to Santos for $1.39 billion, plus customary

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

plus a payment of $75 million upon final investment

decision of the Barossa development project.

The

transaction is expected to close in the second quarter

of 2020.

See Note 4—Asset Acquisitions and

Dispositions in the Notes to Consolidated Financial

Statements, for additional information.

Other International

Three Months Ended

March 31

2020

2019

Net Income Attributable to ConocoPhillips

(millions of dollars)

131

The Other International segment consists of exploration

activities in Colombia, Chile and Argentina.

Earnings from our Other International operations

decreased $103 million in the first quarter

of 2020, compared

with the same period of 2019.

The decrease in earnings was due to the absence

of $147 million after-tax in

other income related to a settlement award with

PDVSA associated with prior operations in

Venezuela.

Partly

offsetting this decrease was the dismissal of arbitration

related to prior operations in Senegal which resulted

a $29 million after-tax benefit to earnings.

See Note 12—Contingencies and Commitments

in the Notes to

Consolidated Financial Statements, for additional

information.

Corporate and Other

Millions of Dollars

Three Months Ended

March 31

2020

2019

Net Income (Loss) Attributable to ConocoPhillips

Net interest expense

(155)

(196)

Corporate general and administrative expenses

(65)

Technology

Other income (expense)

(1,671)

436

(1,775)

271

Net interest consists of interest and financing expense,

net of interest income and capitalized interest.

Net

interest expense decreased by $41 million in the

first quarter of 2020, primarily due to the

absence of interest

expense from a tax settlement and higher interest

income from higher cash and cash equivalents

balances.

Corporate general and administrative expenses

include compensation programs and staff costs.

These

expenses decreased by $115 million mainly due to mark to market

adjustments associated with certain key

employee 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, as well as LNG.

Earnings from Technology decreased $95 million in the first quarter of 2020

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.

“Other” decreased by $2,107 million in the first

quarter of 2020, compared with

the same period of 2019, primarily due to an unrealized

loss of $1,691 million in the first quarter of 2020 on

our CVE common shares, compared with an unrealized

gain of $343 million on those shares in the first

quarter

of 2019.

CAPITAL RESOURCES AND LIQUIDITY

Financial Indicators

Millions of Dollars

March 31

December 31

2020

2019

Short-term debt

126

105

Total debt

14,973

14,895

Total equity

31,387

35,050

Percent of total debt to capital*

Percent of floating-rate debt to total debt

*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,

our commercial paper and credit facility programs,

and our ability to

sell securities using our shelf registration

statement.

During the first quarter of 2020, the primary uses of

our

available cash were $1,649 million to

support our ongoing capital expenditures and investments

program, $935

million of net purchases of investments, $726

million to repurchase common stock, and

$458 million to pay

dividends.

During the first quarter of 2020, our cash, cash

equivalents and restricted cash decreased by

$1,179

million to $4,183 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

of liquidity.

This strong foundation allowed us to be measured

in our response to the sudden change in

business environment we experienced in the first

quarter of 2020.

During March and April 2020, we

announced the following capital, operating

cost and share repurchase 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 for the remainder of 2020, further reducing

cash outlays by approximately $2.3 billion

in 2020.

We are also reducing 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 over $5

billion versus the original operating plan.

We ended the first quarter with cash and cash equivalents of $3.9 billion, short-term

investments of $3.9

billion, and an undrawn credit facility of $6 billion,

totaling approximately $14 billion of liquidity.

We believe

current cash balances, cash generated by operations,

the recent adjustments to our current operating

plan,

together with access to external sources of funds

as described below in the “Significant Sources of

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.

Significant Sources of Capital

Operating Activities

Cash provided by operating activities was $2,105

million for the first quarter of 2020, compared

with $2,894

million for the corresponding period of 2019.

The decrease is primarily due to lower sales

prices and volumes.

While the stability of our cash flows from operating

activities benefits from geographic diversity, our short-

and long-term operating cash flows are highly

dependent upon prices for crude oil, bitumen,

natural gas, LNG

and NGLs.

Oil prices collapsed in the first quarter of 2020

largely due to simultaneous demand and supply

shocks.

Since March 2020,

prices continued to be depressed in line with COVID-19

driven demand decreases

and continued oversupply.

We expect prices over the next several months will be weak and volatile.

Prices

and margins in our industry have historically been volatile

and are driven by market conditions beyond our

control.

Absent other mitigating factors, as these prices and

margins fluctuate, we would expect a

corresponding change in our operating cash flows.

In April 2020, we announced a reduction of

$600 million in planned operating cost, roughly

ten percent of our

original operating plan.

This represents a portion of our recent actions

to reduce cash uses in 2020 by more

than $5 billion in response to the current downturn.

The level of absolute production volumes, as

well as product and location mix, impacts our cash

flows.

Production levels are impacted by such factors as

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; global pandemics and

associated demand decreases;

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.

In March and April 2020, we announced a total reduction

in capital expenditures of $2.3 billion compared to

the 2020 operating plan.

We also announced voluntary production curtailments

of 265 MBOD gross or

approximately 230 MBOED net for May 2020.

We currently estimate production in June 2020 will be

impacted by voluntary curtailments of 460 MBOD

gross or approximately 420 MBOED net.

Future voluntary

curtailments across our areas of operation

will be evaluated on a month-by-month basis,

and are subject to

operating agreements and contractual obligations.

We also expect some level of additional curtailments from

infrastructure constraints, actions from partner-operated

assets or government mandates, including

the

Norwegian government’s recently announced curtailment measures commencing

in June and lasting through

the end of the year.

To maintain or grow our production volumes, we must continue to add to our

proved reserve base.

As we

undertake cash prioritization efforts, our reserve replacement

efforts could be delayed thus limiting our ability

to replace depleted reserves.

Investing Activities

Proceeds from asset sales in the first quarter

of 2020 were $549 million.

We completed the sales of both our

Niobrara interests and Waddell Ranch interests

in the Lower 48 with proceeds of $359 million

and $184

million,

respectively.

In October 2019, we entered into an agreement to

sell the subsidiaries that hold our

Australia-West assets and operations to Santos for $1.39 billion, plus customary adjustments,

with an effective

date of January 1, 2019, plus a payment of $75 million

upon final investment decision of the Barossa

development project.

The transaction is expected to close in the second

quarter of 2020.

See Note 4—Asset

Acquisitions and Dispositions in the Notes to

Consolidated Financial Statements, for additional

information on

these transactions.

Investing activities also included net purchases

of $935 million of investments in short-term

and long-term

financial instruments.

For additional information, see Note 13—Derivative

and Financial Instruments and

Note 16—Cash Flow Information in the Notes to

Consolidated Financial Statements.

Commercial Paper and Credit Facilities

We have a revolving credit facility totaling $6.0 billion, expiring in May 2023.

Our revolving credit facility

may be used for direct bank borrowings, the issuance

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

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

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 $6.0 billion commercial paper program,

which is primarily a funding source for short-term

working capital needs.

Commercial paper maturities are

generally limited to 90 days.

We had no commercial paper outstanding at March 31, 2020 or December 31, 2019.

We had no direct

outstanding borrowings or letters of credit

under the revolving credit facility at March 31, 2020

or December

31, 2019.

Since we had no commercial paper outstanding

and had issued no letters of credit, we had access

$6.0 billion in borrowing capacity under our revolving

credit facility at March 31, 2020.

We may consider

issuing commercial paper in the future to supplement

our cash position as appropriate.

Despite recent volatility and price weakness for energy issuers

in the debt capital markets, we believe the

company continues to have access to the markets

based on the composition of our balance sheet

and asset

portfolio.

In March 2020, S&P affirmed its “A” rating on our senior

long-term debt and revised its outlook to “negative”

from “stable”.

In April 2020, Moody’s affirmed their rating of “A3” with a “stable” outlook.

Our current

rating from Fitch is “A” with a “stable” outlook.

We do not have any ratings triggers on any of our corporate

debt that would cause an automatic default, and thereby

impact our access to liquidity, in the event of a

downgrade of our credit rating.

If our credit rating were downgraded, it

could increase the cost of corporate

debt available to us and potentially restrict

our access to the commercial paper and debt capital

markets.

If our

credit rating were to deteriorate to a level prohibiting

us from accessing the commercial paper and

debt capital

markets, 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 March 31, 2020 and December 31, 2019,

we had direct bank letters of credit of $273

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.

Shelf Registration

We have a universal shelf registration statement on file with the U.S. SEC under which

we, as a well-known

seasoned issuer, have the ability to issue and sell an indeterminate

amount of various types of debt and equity

securities.

Off-Balance Sheet Arrangements

As part of our normal ongoing business operations

and consistent with normal industry practice,

we enter into

numerous agreements with other parties to pursue

business opportunities, which share costs

and apportion

risks among the parties as governed by the agreements.

For information about guarantees, see Note 11—Guarantees, in

the Notes to Consolidated Financial

Statements, which is incorporated herein by reference.

Capital Requirements

For information about our capital expenditures

and investments, see the “Capital Expenditures”

section.

Our debt balance as of March 31, 2020 was $14,973

million compared with $14,895 million

at December 31,

2019.

Maturities of debt in each of the years 2020

through 2024, are: $81 million, $227 million,

$945 million,

$200 million and $543 million, respectively.

On February 4, 2020, we announced a quarterly

dividend of $0.420

per share.

The dividend was paid on

March 2, 2020, to stockholders of record at the close

of business on February 14, 2020.

On April 30, 2020, we

announced a quarterly dividend of $0.420 per share,

payable June 1, 2020,

to stockholders of record at the

close of business on May 11, 2020.

In late 2016, we initiated our current share repurchase

program.

As of March 31, 2020, we had announced a

total authorization to repurchase $25 billion.

As of December 31, 2019,

we had repurchased $9.6 billion of

shares.

In the first quarter of 2020, we repurchased

an additional $726 million of shares.

On April 16, 2020,

as a response to the oil market price downturn,

we announced we were suspending our share repurchase

program.

Since our share repurchase program began

in November 2016, we have repurchased

184 million

shares at a cost of $10.4 billion through March

31, 2020.

Capital Expenditures

Millions of Dollars

Three Months Ended

March 31

2020

2019

Alaska

509

410

Lower 48

776

834

Canada

123

Europe and North Africa

121

157

Asia Pacific and Middle East

103

Other International

Corporate and Other

Capital expenditures and investments

1,649

1,637

During the first quarter of 2020, capital expenditures

and investments supported key exploration

and

development programs, primarily:

●

Development, appraisal and exploration activities

in the Lower 48, including Eagle Ford, Permian

Unconventional and Bakken.

●

Appraisal and development activities

in Alaska related to the Western North Slope; development

activities in the Greater Kuparuk Area and

the Greater Prudhoe Area.

●

Development activities across assets in Norway.

●

Appraisal activities in liquids-rich plays in Canada

and optimization of oil sands development.

●

Continued development in China, Australia,

Malaysia and Indonesia.

In February 2020, we announced 2020 operating

plan capital expenditures of $6.5 billion to $6.7 billion.

March 2020, as a response to the recent oil market

downturn, we announced a reduction to this

plan of $0.7

billion.

In April 2020, we announced an additional reduction

of $1.6 billion for a total reduction of $2.3

billion, or approximately 35 percent.

The capital reductions are sourced to the segments

in the amount of $1.4

billion to Lower 48, $0.4 billion to Alaska, $0.2

billion to Canada and $0.3 billion to all other

segments and

exploration. This does not include capital for acquisitions.

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

liability when the loss is probable and the amount

is reasonably estimable.

If a range of amounts can be

reasonably estimated and no amount within the range

is a better estimate than any other amount,

then the

minimum of the range is accrued.

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

recoveries.

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.

As we learn new facts concerning contingencies,

we reassess our position

both with respect to accrued liabilities

and other potential exposures.

Estimates particularly sensitive to future

changes include contingent liabilities

recorded for environmental remediation, tax and legal

matters.

Estimated future environmental remediation

costs 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.

Estimated future costs

related to tax and legal matters are subject to

change as events evolve and as additional

information becomes

available during the administrative and litigation

processes.

For information on other contingencies, see

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.

Environmental

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

laws and regulations

as other companies in our industry.

For a discussion of the most significant

of these environmental laws and

regulations, including those with associated remediation

obligations, see the “Environmental” section in

Management’s Discussion and Analysis of Financial Condition and Results

of Operations on pages 60–62

our 2019 Annual Report on Form 10-K.

We occasionally receive requests for information or notices of potential liability

from the EPA and state

environmental agencies alleging that we are

a potentially responsible party under the Federal

Comprehensive

Environmental Response, Compensation and

Liability Act (CERCLA) or an equivalent

state statute.

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 waste attributable

to our past operations.

As of March 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.

At March 31, 2020,

our balance sheet included a total environmental

accrual of $170 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.

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:

●

The EPA’s

and U.S. Department of Transportation’s joint promulgation of a Final Rule on

April 1,

2010, that triggered 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.

●

Colorado’s HB-19 1261, approved May 30, 2019, introducing statewide

goals to reduce 2025 GHG

emissions by at least 26 percent, 2030 GHG emissions

by at least 50 percent, and 2050 GHG

emissions by at least 90 percent of the levels of

GHG emissions that existed in 2005.

For other examples of legislation or precursors for

possible regulation and factors on which

the ultimate impact

on our financial performance will depend, see the

“Climate Change” section in Management’s Discussion and

Analysis of Financial Condition and Results of

Operations on pages 63–65 of our 2019 Annual

Report on

Form 10-K.

In December 2018, we became 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.

Beginning in 2017, cities, counties, and state

governments

in California, New York, Washington,

Rhode

Island, Maryland and Hawaii, as well as the Pacific

Coast Federation of Fishermen’s Association, Inc., have

filed lawsuits against oil and gas companies,

including ConocoPhillips, seeking compensatory

damages and

equitable relief to abate alleged climate change impacts.

ConocoPhillips is vigorously defending against

these

lawsuits.

The lawsuits brought by the Cities of San Francisco,

Oakland and New York have been dismissed by

federal district courts and appeals are pending.

Lawsuits filed by other cities and counties

in California and

Washington are currently stayed pending resolution of the appeals brought by the

Cities of San Francisco and

Oakland.

Lawsuits filed in Maryland and Rhode Island

are proceeding in state court while rulings in those

matters, on the issue of whether the matters

should proceed in state or federal court, are

on appeal.

The lawsuit

filed in Hawaii has been removed to federal

court.

Several Louisiana parishes and individual landowners

have filed lawsuits against oil and gas companies,

including ConocoPhillips, seeking compensatory

damages in connection with historical oil

and gas operations

in Louisiana.

All parish lawsuits are stayed pending an appeal

on the issue of whether they will proceed in

federal or state court.

ConocoPhillips will vigorously defend against

these lawsuits.

CAUTIONARY STATEMENT

FOR THE PURPOSES OF THE “SAFE HARBOR”

PROVISIONS OF

THE PRIVATE

SECURITIES LITIGATION REFORM ACT OF 1995

This report includes forward-looking statements

within the meaning of Section 27A of the Securities

Act of

1933 and Section 21E of the Securities Exchange

Act of 1934.

All statements other than statements of

historical fact included or incorporated by reference in

this report, including, without limitation,

statements

regarding our future financial position, business

strategy, budgets, projected revenues, projected costs and

plans, and objectives of management for future operations,

are forward-looking statements.

Examples of

forward-looking statements contained in this report

include our expected production growth and

outlook on the

business environment generally, our expected capital budget and capital expenditures,

and discussions

concerning future dividends.

You can often identify our forward-looking statements by the words “anticipate,”

“estimate,” “believe,” “budget,” “continue,” “could,”

“intend,” “may,” “plan,” “potential,” “predict,” “seek,”

“should,” “will,” “would,” “expect,” “objective,”

“projection,” “forecast,” “goal,” “guidance,” “outlook,”

“effort,” “target” and similar expressions.

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

and projections about

ourselves and the industries in which we operate in

general.

We caution you these statements are not

guarantees of future performance as they involve

assumptions that, while made in good faith,

may prove to be

incorrect, and involve risks and uncertainties

we cannot predict.

In addition, we based many of these forward-

looking statements on assumptions about future events

that may prove to be inaccurate.

Accordingly, our

actual outcomes and results may differ materially from

what we have expressed or forecast in the forward-

looking statements.

Any differences could result from a variety of factors,

including, but not limited to, the

following:

●

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,

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

aluminum and steel) used in the operation of our

business.

●

Substantial investment in and development use

of, competing or alternative energy sources, including

as a result of existing or future environmental

rules and regulations.

●

Liability for remedial actions, including removal

and reclamation obligations, under existing

or future

environmental regulations and litigation.

●

Significant operational or investment changes imposed

by existing or future environmental

statutes

and regulations, including international agreements

and national or regional legislation and regulatory

measures to limit or reduce GHG emissions.

●

Liability resulting from litigation or our failure

to comply with applicable laws and regulations.

●

General domestic and international economic and

political developments, including armed

hostilities;

expropriation of assets; changes in governmental

policies relating to crude oil, bitumen, natural

gas,

LNG and NGLs pricing, regulation or taxation;

and other political, economic or diplomatic

developments.

●

Volatility

in the commodity futures markets.

●

Changes in tax and other laws, regulations (including

alternative energy mandates), or royalty rules

applicable to our business, including changes

resulting from the implementation and interpretation

the Tax Cuts and Jobs Act.

●

Competition and consolidation in the oil and gas

E&P industry.

●

Any limitations on our access to capital or increase

in our cost of capital, including as a result

illiquidity or uncertainty in domestic or international

financial markets.

●

Our inability to execute, or delays in the completion,

of any asset dispositions or acquisitions

we elect

to pursue, including our previously announced

disposition of the subsidiaries that hold our Australia-

West assets, as well as any future dispositions we may undertake.

●

Potential failure to obtain, or delays in obtaining,

any necessary regulatory approvals for pending

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

involuntary, required to mitigate this physical constraint.

●

The risk factors generally described in Part II

- Item 1A in this report, in Part I - Item 1A in our

2019

Annual Report on Form 10-K, and any additional

risks described in our other filings with

the SEC.

Item 3.

QUANTITATIVE

AND QUALITATIVE

DISCLOSURES ABOUT MARKET RISK

Information about market risks for the three

months ended March 31, 2020, does not

differ materially from that

discussed under Item 7A in our 2019 Annual Report

on Form 10-K.

Item 4.

CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures designed to ensure information required

to be disclosed in

reports we file or submit under the Securities

Exchange Act of 1934, as amended (the Act),

is recorded,

processed, summarized and reported within the

time periods specified in SEC rules and forms,

and that such

information is accumulated and communicated

to management, including our principal

executive and principal

financial officers, as appropriate, to allow timely decisions

regarding required disclosure.

As of March 31,

2020, with the participation of our management,

our Chairman and Chief Executive Officer (principal

executive officer) and our Executive Vice President and Chief Financial Officer (principal

financial officer)

carried out an evaluation, pursuant to Rule 13a-15(b)

of the Act, of ConocoPhillips’ disclosure controls

and

procedures (as defined in Rule 13a-15(e) of the

Act).

Based upon that evaluation, our Chairman and

Chief

Executive Officer and our Executive Vice President and Chief Financial Officer concluded

our disclosure

controls and procedures were operating effectively as of

March 31, 2020.

There have been no changes in our internal

control over financial reporting, as defined

in Rule 13a-15(f) of the

Act, in the period covered by this report that

have materially affected, or are reasonably likely to materially

affect, our internal control over financial reporting.

PART

II.

OTHER INFORMATION

Item 1.

LEGAL PROCEEDINGS

There are no new material legal proceedings

or material developments with respect to

matters previously

disclosed in Item 3 of our 2019 Annual Report

on Form 10-K.

Item 1A. Risk Factors

Other than the risk factors set forth below, there have been no material

changes to the risk factors disclosed in

our Annual Report on Form 10-K for the fiscal

year ended December 31, 2019.

Our business has been, and will continue to

be, affected by the coronavirus (COVID-19) pandemic.

On March 11, 2020, the World Health Organization announced that the outbreak of the novel coronavirus

(COVID-19) had become a pandemic, and on March

13, President Trump declared a National Emergency in

response to the outbreak. National, state and local

authorities and health officials have announced aggressive

actions to reduce the spread of the disease, including

limiting non-essential gatherings of people,

ceasing all

non-essential travel, and issuing “social or physical

distancing” guidelines, “shelter-in-place”

orders and

mandatory closures for non-essential businesses.

The COVID-19 outbreak and the measures

put in place to

address it have negatively impacted the global

economy, disrupted global supply chains, reduced global

demand for oil and gas, and created significant

volatility and disruption of financial and commodity

markets.

The full impact of the COVID-19 pandemic remains

uncertain and will depend on the severity, location and

duration of the effects and spread of the disease, the effectiveness

and duration of actions taken by authorities

to contain the virus or treat its effect, and how quickly and

to what extent economic conditions improve.

Some

economists are predicting the U.S. may enter

a recession as a result of the pandemic.

We have already been impacted by the COVID-19 pandemic.

See Management’s Discussion and Analysis of

Financial Condition and Results of Operations, for

additional information on how we

have been impacted and

the steps we have taken in response.

Our business is likely to be further negatively

impacted by the COVID-19 pandemic. These impacts

could

include but are not limited to:

●

Continued reduced demand for our products

as a result of reductions in travel and commerce;

●

Disruptions in our supply chain due in part to scrutiny

or embargoing of shipments from infected areas

or invocation of force majeure clauses in commercial

contracts due to restrictions imposed as a result

of the global response to the pandemic;

●

Failure of third parties on which we rely, including our suppliers, contract

manufacturers, contractors,

joint venture partners and external business partners,

to meet their obligations to the company, or

significant disruptions in their ability to

do so, which may be caused by their own financial

operational difficulties or restrictions imposed in

response to the disease outbreak;

●

Reduced workforce productivity caused by, but not limited to, illness, travel

restrictions quarantine, or

government mandates;

●

Business interruptions resulting from a significant

amount of our employees telecommuting

compliance with social distancing guidelines and

shelter-in-place orders, as well as the

implementation of protections for employees continuing

to commute for work, such as personnel

screenings and self-quarantines before or after

travel;

and

●

Voluntary

or involuntary curtailments to support oil prices

or alleviate storage shortages for our

products.

Any of these factors, or other cascading effects of the

COVID-19 pandemic that are not currently foreseeable,

could materially increase our costs, negatively impact

our revenues and damage our financial condition,

results

of operations, cash flows and liquidity position.

The pandemic continues to progress and evolve,

and the full

extent and duration of any such impacts cannot

be predicted at this time because of the sweeping

impact of the

COVID-19 pandemic on daily life around the

world.

We have been negatively affected and are likely to continue to be negatively affected by the recent

swift and

sharp drop in commodity prices.

The oil and gas business is fundamentally a commodity

business and prices for crude oil, bitumen,

natural gas,

NGLs and LNG can fluctuate widely depending

upon global events or conditions that affect supply and

demand.

Recently, there has been a precipitous decrease in demand for oil globally, largely caused by the

dramatic decrease in travel and commerce resulting

from the COVID-19 pandemic.

Such decrease in demand

has been compounded by the collapse of the

OPEC plus production agreement.

See Management’s Discussion

and Analysis of Financial Condition and Results

of Operations, for additional information

on commodity

prices and how we have been impacted.

There is no assurance of when or if commodity

prices will return to

pre-COVID-19 levels.

The speed and extent of any recovery

remains uncertain and is subject to various

risks,

including the duration, impact and actions taken

to stem the proliferation of the COVID-19

pandemic, the

ability of those nations party to the OPEC plus

production agreement to reach agreement

in the future

regarding the production of crude oil, bitumen, natural

gas, NGLs and LNG, and other risks

described in this

Quarterly Report on Form 10-Q or in our Annual

Report on Form 10-K for the fiscal year ended

December 31,

2019.

Even after a recovery, our industry will continue to be exposed to the effects of changing

commodity prices

given the volatility in commodity price drivers and

the worldwide political and economic

environment

generally, as well as continued uncertainty caused by armed hostilities

in various oil-producing regions around

the globe.

Our revenues, operating results and future rate

of growth are highly dependent on the prices

receive for our crude oil, bitumen, natural gas, NGLs

and LNG.

Many of the factors influencing these prices

are beyond our control.

Lower crude oil, bitumen, natural gas, NGL and

LNG prices may have a material adverse effect on our

revenues, operating income, cash flows and liquidity, and may also affect the amount

of dividends we elect to

declare and pay on our common stock.

As a result of the recent market downturn, we

have suspended our

share repurchase program.

Lower prices may also limit the amount of reserves

we can produce economically,

thus adversely affecting our proved reserves, reserve replacement

ratio and accelerating the reduction in our

existing reserve levels as we continue production

from upstream fields.

Prolonged lower crude oil prices may

affect certain decisions related to our operations, including

decisions to reduce capital investments

or decisions

to shut-in production.

Due to ongoing uncertainty and volatility, we are suspending all further

guidance for

2020, including guidance related to capital

expenditures and production and our previous

2020 guidance

should not be relied upon.

Significant reductions in crude oil, bitumen, natural

gas, NGLs and LNG prices could also

require us to reduce

our capital expenditures, impair the carrying value

of our assets or discontinue the classification

of certain

assets as proved reserves.

In the first quarter of 2020, we recognized several

impairments,

which are described

in Note 8—Impairments.

If the outlook for commodity prices

remain low relative to their historic levels, and

as we continue to optimize our investments and exercise

capital flexibility, it is reasonably likely we will incur

future impairments to long-lived assets used in

operations, investments in nonconsolidated

entities accounted

for under the equity method and unproved properties.

Low oil and gas prices could decrease our

proved

reserves estimates, which would increase the unit-of-production

rate used to determine DD&A expense on

producing properties.

Although it is not reasonably practicable to quantify

the impact of any future

impairments or estimated change to our unit-of-production

at this time, our results of operations could

adversely affected as a result.

Item 2.

UNREGISTERED SALES OF EQUITY

SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities

Millions of Dollars

Period

Total Number

of Shares

Purchased

Average Price

Paid per Share

Total Number of

Shares Purchased as

Part of Publicly

Announced Plans or

Programs

Approximate Dollar

Value

of Shares That

May Yet Be

Purchased Under the

Plans or Programs

January 1-31, 2020

3,949,942

64.29

3,949,942

5,121

February 1-29, 2020

3,956,015

58.08

3,956,015

14,891

March 1-31, 2020

7,307,098

33.11

7,307,098

14,649

15,213,055

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

In late 2016, we initiated our current share repurchase

program.

As of March 31, 2020,

we had announced a

total authorization to repurchase $25 billion of our

common stock.

As of December 31, 2019, we had

repurchased $9.6 billion of shares.

In the first quarter of 2020, we repurchased

an additional $726 million of

shares.

On April 16, 2020, as a response to the oil market

downturn, we announced we were suspending our

share repurchase program.

Acquisitions for the share repurchase program

are made at management’s

discretion, at prevailing prices, subject to market conditions

and other factors.

Except as limited by applicable

legal requirements, repurchases may be increased, decreased

or discontinued at any time without prior notice.

Shares of stock repurchased under the plan are

held as treasury shares.

See the “Our ability to declare and pay

dividends and repurchase shares is subject to

certain considerations” section in Risk Factors

on pages 21–22 of

our 2019 Annual Report on Form 10-K.

Item 6.

EXHIBITS

10.1*

ConocoPhillips Executive Restricted Stock Unit Program, dated February 11, 2020.

31.1*

Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities

Exchange Act of 1934.

31.2*

Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities

Exchange Act of 1934.

32*

Certifications pursuant to 18 U.S.C. Section 1350.

101.INS*

Inline XBRL Instance Document.

101.SCH*

Inline XBRL Schema Document.

101.CAL*

Inline XBRL Calculation Linkbase Document.

101.LAB*

Inline XBRL Labels Linkbase Document.

101.PRE*

Inline XBRL Presentation Linkbase Document.

101.DEF*

Inline XBRL Definition Linkbase Document.

104*

Cover Page Interactive Data File (formatted

as Inline XBRL and contained in Exhibit 101).

* Filed herewith.

SIGNATURE

Pursuant to the requirements of the Securities Exchange

Act of 1934, the registrant has duly caused this

report

to be signed on its behalf by the undersigned thereunto

duly authorized.

CONOCOPHILLIPS

/s/ Catherine A. Brooks

Catherine A. Brooks

Vice President and Controller

(Chief Accounting and Duly Authorized Officer)

May 5, 2020

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