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2020 PROXY STATEMENT a Message from Our Chairman and Chief Executive Officer and Lead Director

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2020 PROXY STATEMENT a Message from Our Chairman and Chief Executive Officer and Lead Director 2020 PROXY STATEMENT A Message from Our Chairman and Chief Executive Officer and Lead Director March 30, 2020 SAFETY DEAR FELLOW STOCKHOLDERS, S No task is so important On behalf of the Board of Directors (the “Board”) and the Executive Leadership Team, we that we can’t take the are pleased to invite you to participate in the 2020 Annual Meeting of Stockholders (the time to do it safely. A safe “Annual Meeting”). Due to the information and guidance currently available surrounding the company is a successful emerging public health impact of the coronavirus outbreak (COVID-19) and to be consistent company. with our SPIRIT Values, we have made the decision that this year’s Annual Meeting will be virtual only. The health and well-being of our employees, stockholders and partners are of the utmost importance to us. This does not represent a change in our stockholder PEOPLE engagement philosophy and we remain committed to return to an in-person meeting next year. P We respect one another. We recognize that our success The Annual Meeting will be held on Tuesday, May 12, 2020, at 9:00 a.m. Central Daylight depends upon the capabilities Time. It will be conducted via live webcast. You will be able to participate online at and inclusion of our employees. www.virtualshareholdermeeting.com/COP2020 and may submit questions both before and We value different voices and during the meeting and will also be able to vote your shares electronically (other than shares held through our employee benefit plans, which must be voted prior to the meeting). The opinions. attached Notice of the 2020 Annual Meeting of Stockholders and Proxy Statement provide information on how to join the meeting online and about the business we plan to conduct. INTEGRITY I We are ethical and trustworthy Transforming the business in our relationships with In the aftermath of the significant industry downturn in 2016, ConocoPhillips launched a “new internal and external order” value proposition anchored in two fundamental premises. The first premise was that stakeholders. We keep our industry faced an outlook of lower, more volatile commodity prices driven largely by new our promises. supplies. The second premise was that our industry faced a flight of sponsorship by investors unless financial returns improved. Beginning in 2016, we took these two premises head on when we reset our value proposition and transformed our business model to focus on what RESPONSIBILITY matters most to our value creation – disciplined capital allocation, free cash flow generation, returns on capital, returns of capital and responsible execution. Since we launched the new value R We are accountable for our proposition three years ago, our goal has been clear: to deliver superior returns to stockholders actions. We care about our through cycles. Our principles and strategic priorities were designed to satisfy this goal. neighbors in the communities where we operate. We strive to Guided by our foundational principles and priorities for capital allocation make a positive impact across our Our value proposition reset was guided by our foundational principles, which are focusing on operations. returns, maintaining a strong balance sheet, growing cash from operations and generating peer-leading distributions to stockholders. Consistent with these principles, we allocated INNOVATION capital according to the following five clear strategic priorities: I We anticipate change and > Investing capital to sustain production while paying our existing dividend. respond with creative solutions. > Growing our dividend annually at a competitive rate. We are responsive to the changing needs of the industry. > Reducing debt and targeting an “A” -rated balance sheet. We embrace learning. We are not > Returning more than 30 percent of our cash from operations to stockholders annually. afraid to try new things. > Disciplined investing to expand cash from operations, but not at the expense of financial returns. TEAMWORK Delivering on our value proposition T We have a “can do” attitude We continue to believe our principles and priorities are the right ones for this business and we that inspires top performance have delivered strong performance over the past few years that affirm our value proposition. from everyone. We encourage We have significantly transformed ConocoPhillips by improving the underlying drivers of our collaboration. We celebrate success. We win together. 2 ConocoPhillips business and positioning our company as a leader within the exploration and production (“E&P”) sector. Key performance highlights over the last three years include: > Portfolio high-grading and optimization through $19 billion of strategic asset dispositions. > Debt reduction of ~$12 billion and single-A rated by all credit rating agencies. > Returned ~44% of our net cash provided by operating activities to stockholders through dividends and share repurchases. > Increased the size of the resource base with below $40/BBL WTI cost of supply and reduced the average cost of supply of these resources to below $30/BBL WTI. We believe that the actions we took over the past few years gave us a competitive advantage across price cycles with resilience to lower prices and upside exposure to higher prices. In late 2019, we communicated a 10-year plan to the marketplace that satisfied our strategic objectives at a reference price of $50/BBL WTI. Recently, global oil markets have weakened significantly, but we still believe we are well positioned within the industry to react and adapt, as necessary, to the current downturn. As we evaluate and navigate the current downturn, we will be guided by our strategic priorities and to building on our competitive position. Performance with purpose At ConocoPhillips we believe we have an important role to play in safely finding and delivering energy to the world, and we are committed to doing so in a way that works for all stakeholders – our investors, our workforce, our neighbors and our partners. We take accountability for strong financial and operational execution, but we also take accountability for our greater responsibilities. For us, performance means more than just numbers. Over the past three years, we have invested significant time and effort into establishing a leadership position on environmental, social and governance (“ESG”) matters. Key elements of our progress include: Engaging with our investors. We continued our active investor outreach in 2019, meeting with stockholders representing approximately 30% of our shares outstanding to discuss a variety of topics, including strategy and value proposition, corporate governance, executive compensation, human capital management, culture, and sustainability. The input we received continues to be incorporated into our Board’s deliberations and decision making. For example, our Board and management team recognize we compete against the broad market for investor attention, so we are adding the S&P Total Return Index to our performance peer group for 2020. Celebrating our workforce. Our progress and continued success could not be achieved without the efforts of our more than 10,000 employees. Their commitment and dedication made our transformation possible. We are proud to have a workforce that is diverse, inclusive, has the skills for the future and is highly engaged. At ConocoPhillips, we take pride in having a strong culture based on our SPIRIT Values of Safety, People, Integrity, Responsibility, Innovation and Teamwork. Being a good neighbor. We are widely recognized as a leader in environmental performance and disclosure. External recognition includes our standing in the S&P 500 ESG Index and the Dow Jones Sustainability Index. We take a leadership stance on ESG issues with support from an engaged and diverse Board. We are particularly proud to have been the first E&P company to set a greenhouse gas emissions intensity reduction target and we are monitoring progress toward that target. Partnering to advance innovation: Consistent with our core value of innovation at ConocoPhillips, we are in partnership with some of the most innovative companies in Silicon Valley and the top three global cloud leaders. We are implementing robotic process automation in our back-office functions, advancing artificial intelligence, and advancing machine and deep learning for emissions monitoring and seismic advancements. In addition, we use predictive analytics across our operations and planning processes. We understand that digital technology will be a differentiator within the industry and we are committed to being on the forefront of this important frontier. Your input is valued and your vote is very important We strongly believe that regular engagement with all of our stakeholders - stockholders, employees, customers, suppliers, advocacy groups, governments and communities – is critical to our long-term success. The Annual Meeting is another opportunity for stockholders to express views on matters relating to ConocoPhillips’ business, and we hope you will participate. Whether or not you plan to participate in the Annual Meeting, and no matter how many shares you own, we encourage you to vote promptly. Prior to the meeting, you may sign and return your proxy card, use telephone or Internet voting, or visit the Annual Meeting website at www.conocophillips.com/annualmeeting to register your vote. Instructions on how to vote begin on page 111. We look forward to sharing more about our company and your company during the Annual Meeting on May 12. Thank you for your
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