ConocoPhillips 2017 Proxy Statement

Contents Letter to Stockholders I 2017 Annual Meeting II Proxy Summary III Proposals Requiring Your Vote III Director Nominees IV Governance Highlights V Board Refreshment and Succession V Stockholder Engagement VI Executive Officers VI Pay for Performance VII 2016 Strategy and Path Forward VII 2016 Compensation Performance Highlights VIII Executive Compensation Alignment VIII Stock Performance Graph IX Compensation Highlights IX 2016 Executive Compensation Summary XII Our Commitment to Sustainability XIII SPIRIT Values XIV Notice of 2017 Annual Meeting of Stockholders and Proxy Statement 1 The CD5 drill site, part of the Alpine field in Alaska, achieved first production in late 2015.

Letter to Stockholders April 3, 2017 Dear Fellow Stockholder: I invite you to join the ConocoPhillips Board of Directors, executives, employees and your fellow stockholders at our 2017 Annual Meeting of Stockholders. We are pleased that this Annual Meeting will be conducted entirely via live webcast, making this our first completely “virtual” meeting of stockholders. You will be able to par ticipate online at www.virtualshareholdermeeting.com/COP and may submit your questions during the meeting. You will also be able to vote your shares electronically during the meeting (other than shares held through our employee benefit plans, which must be voted beforehand). production and pay our existing dividend; grow our dividend; reduce our debt levels to target an ‘A’ credit rating; target a payout of 20 to 30 percent of our cash from operating activities to shareholders through a combination of the dividend and share buybacks; and grow production. Since launching our updated value proposition, the reception has been positive and importantly, by early 2017 we had activated all five priorities. We’ve grown the dividend, initiated our share repurchase program, paid off $1.4 billion of debt, and grown production by 3 percent, when adjusted for the impact of downtime and dispositions, while investing $4.9 billion in our capital programs. Our goal is to have strong resilience to low commodity prices through the cycles, with the ability to capture upside during periods of higher prices. We believe we are in a differential position to deliver strong performance for all our stockholders through a disciplined, returns-focused value proposition that is sustainable. The attached Notice of 2017 Annual Meeting of Stockholders and Proxy Statement provide information on how to join the meeting online. These materials also describe the business to be conducted at the meeting. Our Board of Directors works collaboratively with management to establish ConocoPhillips’ value proposition and strategic priorities. Company strategy is discussed regularly at Board meetings and annually our directors participate in an intensive strategy session with management. Our directors are actively engaged, providing valuable oversight and guidance, which during the recent industry downturn enabled the Company to reset virtually every aspect of the business to improve our competitive position as an E&P company. Our Company’s Value Proposition In advance of our Annual Meeting, I want to take this opportunity to describe the changes we have undertaken as a Company in response to the significant downturn in oil prices that began in 2014. Over the past two years, our mindset has shifted fundamentally from running the business based on price expectations to embracing uncertainty. In a world of uncertain commodity prices, we know what wins: a low break-even price, a low cost of supply portfolio, capital flexibility and a strong balance sheet. These are characteristics that underpin the changes we’ve made in the business. Every Vote Is Important—Please Vote Right Away Your vote is very important to us and to our business. Prior to the meeting, I encourage you to 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 88. Since 2014, we’ve lowered our capital expenditures by more than 70 percent and significantly reduced our cost structure. We exited higher-cost areas of the business, shifted our capital to shorter-cycle investments and reduced our dividend. These changes were difficult, but allowed us to sustainably lower the Brent crude oil price at which we can fund both our capital program and our dividend with cash from operating activities. We also continued streamlining our portfolio, generating more than $3 billion of proceeds from non-core asset sales during the past two years. Our Brand The essence of the ConocoPhillips brand is “Accountability + Performance.” This guides not only what we do, but how we do it. Our SPIRIT Values— Safety, People, Integrity, Responsibility, Innovation and Teamwork— are part of our brand and a key component of our company culture. I invite you to participate in our Annual Meeting on May 16 to learn more about our brand, our values and our Company. With these actions behind us, we announced an updated value proposition in late 2016. We also laid out a strategy and plan that reflects the breadth of our transformation, while offering a bold alternative to many E&P company business models that focus on absolute grow th. We are managing the business for cash f low generation and have five clear cash f low allocation priorities. In order, these priorities are: invest enough cash to maintain flat Thank you for your support. Ryan M. Lance Chairman and Chief Executive Officer ConocoPhillips 2017 PROXY STATEMENT I

2017 Annual Meeting DATE: Tuesday, May 16, 2017 TIME: 9:00 a.m. (CDT) ONLINE AT: www.virtualshareholdermeeting.com/COP Record Date: March 20, 2017 We are excited to embrace the latest technology to provide ease of access, real-time communication and cost savings for our stockholders and the Company. Hosting a virtual meeting will facilitate stockholder attendance and participation by enabling stockholders to participate from any location around the world. Visit our Annual Meeting website: www.conocophillips.com/annualmeeting • Watch a special message for our stockholders from Ryan Lance, our Chairman and CEO. • Review and download this Proxy Statement and our 2016 Annual Report. • Submit questions in advance of the Annual Meeting. • Sign up for electronic delivery of future Annual Meeting materials to save money and reduce ConocoPhillips’ impact on the environment. Electronic Delivery of Proxy Statement and Annual Report Materials Questions and Answers (page 88) Stockholders of record and most beneficial owners can elect to view future proxy statements and annual reports over the Internet instead of receiving paper copies in the mail. If you own ConocoPhillips stock in your name, you can help us reduce paper consumption, production and mailing costs by choosing this option. Just follow the instructions on your proxy card or those provided when you vote by telephone or over the Internet. If you hold your ConocoPhillips stock through a bank, broker or other holder of record, please refer to the information provided by that entity for instructions on how to go green by electing to view future proxy statements and annual reports over the Internet. Please see the Questions and Answers section beginning on page 88 for important information about the proxy materials, voting, the Annual Meeting, Company documents, communications and the deadlines to submit stockholder proposals for the 2018 Annual Meeting of Stockholders. ConocoPhillips 2017 PROXY STATEMENT II

Proxy Summary This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting. For more complete information regarding the Company’s 2016 performance, please review the Company’s Annual Report on Form 10-K for the year ended December 31, 2016. Proposals Requiring Your Vote 1 2 3 4 5-6 Board Recommendation Election of 10 Directors For more information, see page 16. FOR Nominee Each Board Recommendation FOR Ratification of Independent Registered Public Accounting Firm For more information, see page 24. Board Recommendation FOR Advisory Approval of the Compensation of the Company’s Named Executive Officers For more information, see page 28. Board expects to hold say-on-pay votes in accordance with the alternative that receives the most stockholder support Advisory Vote on Frequency of Advisory Vote on Executive Compensation For more information, see page 29. Board Recommendation AGAINST Stockholder Proposals For more information, see pages 83-86. Each Proposal Votes Required for Approval: Each of the director nominees and all proposals submitted, other than the frequency of the vote on the compensation of our Named Executive Officers, require the affirmative “FOR” vote of a majority of those shares present in person or represented by proxy at the meeting and entitled to vote on the proposal. With respect to the advisory vote on the frequency of the vote on the compensation of our Named Executive Officers, the Board expects that it will adopt the frequency receiving the highest number of votes. Participate in the Future of ConocoPhillips—Vote Now Online Use your smartphone or computer. www.proxyvote.com Your vote is very important to us and to our business. Vote now. Even if you plan to participate in our Annual Meeting, please read this Proxy Statement carefully and vote right away using any of these methods. In all cases, have your proxy card or voting instruction card in hand and follow the instructions. Phone Call Dial (800) 690-6903 toll-free 24/7. If you are a beneficial owner and do not give your broker instructions on how to vote your shares, the broker will return the proxy card to us without voting on proposals not considered “routine.” This is known as a broker non-vote. Only the ratification of Ernst & Young LLP as our independent registered public accounting firm for 2017 is considered to be a routine matter. Your broker may not vote on any non-routine matters without instructions from you. or Mail Cast your ballot, sign your proxy card and send by mail in the enclosed postage-paid envelope. If you hold your ConocoPhillips stock in a brokerage account (that is, in “street name”), your ability to vote by telephone or over the Internet depends on your broker’s voting process. Please follow the directions on your proxy card or voting instruction card carefully. If you hold your stock through ConocoPhillips’ employee benefit plans, please see “Questions and Answers About the Annual Meeting and Voting” for information about voting. ConocoPhillips 2017 PROXY STATEMENT III

Director Nominees The Board recommends a vote for each of the 10 nominees listed below. Richard L. Armitage Age: 71 Director since: 2006 Independent: YES ConocoPhillips Committees: DAC, PPC Jody Freeman Age: 53 Director since: 2012 Independent: YES ConocoPhillips Committees: HRCC, PPC Arjun N. Murti Age: 48 Director since: 2015 Independent: YES ConocoPhillips Committees: AFC President of Armitage International; former U.S. Deputy Secretary of State; served as Assistant U.S. Secretary of Defense for International Security Affairs and held a wide variety of high ranking U.S. diplomatic positions. Other current directorships: ManTech International Corporation Archibald Cox Professor of Law at Harvard Law School and founding director of the Harvard Law School Environmental Law and Policy Program; served as a professor of Law at UCLA Law School; served as Counselor for Energy and Climate Change in the White House and as an independent consultant to the National Commission on the Deepwater Horizon Oil Spill and Offshore Drilling. Senior Advisor at Warburg Pincus; served as a Partner, Managing Director and VP at Goldman Sachs; served as equity analyst at JP Morgan Investment Management and Petrie Parkman. Robert A. Niblock Age: 54 Director since: 2010 Independent: YES ConocoPhillips Committees: Exec, HRCC*, DAC Richard H. Auchinleck1 Age: 65 Director since: 2002 Independent: YES ConocoPhillips Committees: Exec, HRCC, DAC* Gay Huey Evans, OBE Age: 62 Director since: 2013 Independent: YES ConocoPhillips Committees: HRCC, PPC Chairman, President and CEO of Lowe’s Companies, Inc.; served as VP and Treasurer, SVP, EVP and CFO of Lowe’s; formerly with accounting firm Ernst & Young. Other current directorships: Lowe’s Companies, Inc. Former President and CEO of Gulf Canada Resources Limited and served as COO of Gulf Canada; served as CEO for Gulf Indonesia Resources Limited. Other current directorships: Telus Corporation2 Former Vice Chairman of the Board and Non-Executive Chairman, Europe, of the International Swaps and Derivatives Association, Inc.; former Vice Chairman, Investment Banking and Investment Management at Barclays Capital; served as head of governance of Citi Alternative Investments (EMEA) and President of Tribeca Global Management (Europe) Ltd., both part of Citigroup; served as director of the markets division and head of the capital markets sector at the U.K. Financial Services Authority; previously held various senior management positions with Bankers Trust. Other current directorships: Itau BBA International Limited2,3 The Financial Reporting Council2,3 Standard Chartered PLC2,3 Harald J. Norvik Age: 70 Director since: 2005 Independent: YES ConocoPhillips Committees: Exec, HRCC, PPC* Charles E. Bunch Age: 67 Director since: 2014 Independent: YES ConocoPhillips Committees: AFC Former Vice Chairperson of Petroleum Geo-Services ASA; served as Chairman of Aschehoug ASA; served as Chairman and a partner at Econ Management AS; served as Chairman, President & CEO of Statoil. Other current directorships: Umoe ASA2,3 Former Chairman and CEO of PPG Industries, Inc.; served as Executive Chairman, President, COO, EVP and SVP of PPG Industries, Inc. Other current directorships: PNC Financial Services Group Marathon Petroleum Corporation Mondelz International, Inc. Full committee names are as follows: Exec – Executive Committee AFC – Audit and Finance Committee HRCC – Human Resources and Compensation Committee DAC – Committee on Directors’ Affairs PPC – Public Policy Committee * – Denotes committee chairperson Ryan M. Lance Age: 54 Director since: 2012 Independent: NO ConocoPhillips Committees: Exec* John V. Faraci Age: 67 Director since: 2015 Independent: YES ConocoPhillips Committees: Exec, AFC* Chairman and CEO of ConocoPhillips. Former Chairman and CEO of International Paper Co.; served as CFO and in various other financial, planning and management positions at International Paper Co. Other current directorships: PPG Industries, Inc. United Technologies Corporation All directors, other than the CEO, are independent. 1. Lead Director 2. Not a U.S. based company 3. Not required to file periodic reports under the Securities Exchange Act of 1934 ConocoPhillips 2017 PROXY STATEMENT IV

Governance Highlights The Company is committed to maintaining good corporate governance as a critical component of our success in driving sustained stockholder value. The Board of Directors continually monitors emerging best practices in governance to best serve the interests of the Company’s stockholders, including: to sustainability directors held at each regularly Board Refreshment and Succession The Committee on Directors’ Affairs regularly evaluates the size and composition of the Board and continually assesses whether the composition appropriately relates to the Company’s strategic needs, which change as our business environment evolves. The Board is focused on nominating and retaining those directors that together reflect the mix of skills, experiences, knowledge and independence that will best position the Board for effective decision-making and risk oversight relating to the business. Accordingly, the Board balances interests in continuity with the need for fresh perspectives and diversity that board refreshment and director succession planning can bring. The Board’s process is a combination of conducting deliberate searches for directors with specific skills and experiences to fill gaps and vacancies as needed, as well as making opportunistic additions when exceptional individuals become available. The Committee on Directors’ Affairs identifies candidates through business and organizational contacts of the directors and management and often through third-party search firms and also considers candidates recommended by stockholders. Since the spinoff of Phillips 66 in 2012, we added one new Board member in each of 2012, 2013 and 2014, and added two new Board members in 2015. We have a diverse Board with expertise in the areas of energy, finance, environmental regulation, public policy, international business and leadership. For more information on the qualifications of our directors, please see “Election of Directors and Director Biographies” on page 16 of this Proxy Statement. Board Tenure—Director Nominees 0–3 years 4–6 years 7–10 years > 10 years 3 3 1 3 ConocoPhillips 2017 PROXY STATEMENT V Proxy access Active stockholder engagement Prohibition on pledging and hedging for directors and executives Independent Board except our CEO Transparent public policy engagement Executive sessions of independent scheduled Board meeting Independent Audit and Finance, Human Resources and Compensation, Directors’ Affairs and Public Policy committees Independent Lead Director Stock ownership guidelines for directors and executives Majority vote standard in uncontested elections Long-standing commitment Clawback policy Annual election of all directors

Stockholder Engagement ConocoPhillips understands the importance of maintaining a robust stockholder engagement program. During 2016, members of ConocoPhillips management continued this long-standing practice. Executives and management from the Company’s global compensation and benefits, legal, investor relations, government affairs and sustainable development groups, among others, met with stockholders on a variety of topics, including corporate governance, executive compensation, climate change and sustainability. We spoke with representatives from our top institutional investors, mutual funds, public pension funds, labor unions and socially responsible funds in order to hear their views on these important topics. Overall, investors expressed strong support for the Company’s governance and compensation practices and its progress on its Climate Change Action Plan, which requires business units and major assets to develop and maintain policies and procedures related to greenhouse gas emissions and other goals and metrics. We believe our regular engagement has been productive and provides an open exchange of ideas and perspectives for both the Company and our stockholders. Executive Officers Ryan M. Lance, 54 Chairman of the Board and Chief Executive Officer Donald E. Wallette, Jr., 58 Executive Vice President, Finance, Commercial and Chief Financial Officer Ellen R. DeSanctis, 60 Vice President, Investor Relations and Communications Matthew J. Fox, 56 Executive Vice President, Strategy, Exploration and Technology Janet Langford Carrig, 59 Senior Vice President, Legal, General Counsel and Corporate Secretary James D. McMorran, 59 Vice President, Human Resources and Real Estate and Facilities Services Glenda M. Schwarz, 51 Vice President and Controller Alan J. Hirshberg, 55 Executive Vice President, Production, Drilling and Projects Andrew D. Lundquist, 56 Senior Vice President, Government Affairs First cargo was achieved from Train 1 and 2 of the Australia Pacific LNG project in 2016. ConocoPhillips 2017 PROXY STATEMENT VI

Pay for Performance 2016 Strategy and Path Forward When ConocoPhillips emerged as an independent E&P company in 2012, we set out to deliver a unique value proposition of double-digit returns annually to stockholders through a combination of 3 to 5 percent compound annual growth in both production and margins, with a compelling dividend. These objectives were based on annual capital expenditures of about $16 billion and relatively high, stable oil prices. We delivered on our commitments to stockholders and met or exceeded our strategic objectives through 2014. However, oil and gas prices began a precipitous decline in late 2014 and lower prices persist today. dividend with cash from operating activities. It also enabled us to update our value proposition in late 2016. Our principles have not changed since we launched as an independent E&P company in 2012. We remain committed to a strong balance sheet, a growing dividend, disciplined growth and a focus on financial returns. However, our strategy and operating plan have been reset based on a view that we must be positioned to succeed in a world of greater price uncertainty and cyclicality. To deliver double-digit returns to stockholders annually through a disciplined, returns-focused value proposition, we plan to manage the business for cash flow generation with five clear cash flow allocation priorities. In order, these priorities are: • Invest enough cash to maintain flat production and pay our existing dividend; • Grow our dividend; • Reduce our debt levels to target an ‘A’ credit rating; • Target a payout of 20 to 30 percent of our cash from operating activities through a combination of the dividend and share buybacks; and • Grow production. During the oil price downturn, we adopted a view that oil prices are likely to be low and more volatile in the future. Against that macro view, we took action to be more competitive and deliver more consistent, resilient and predictable performance through the price cycles. Since the beginning of 2014, we have lowered the cost structure of our business, lowered the cost of supply of our resource base and improved our capital flexibility by: • Lowering our annual capital expenditures by approximately 70 percent; • Reducing production and operating expenses by 22 percent and reducing adjusted operating costs* by 26 percent; • Exiting higher cost activities, such as deepwater exploration; • Generating more than $4.5 billion of proceeds from non-core asset dispositions; • Shifting our capital to shorter-cycle investments; and • Reducing our dividend. By early 2017, all five priorities had been activated and we had begun to deliver against all of them. We believe we can achieve these priorities over time at Brent prices of at least $50 per barrel. We also intend to accelerate our value proposition by continuing to high-grade our portfolio, which is expected to improve earnings and cash flow drivers across the business. In conjunction with these changes, management made the difficult decision to reduce the number of employees by 16 percent in 2016, which resulted in a reduction of approximately 30 percent of our employees in 2015 and 2016. For the second year in succession, the annual salary adjustment program was set at zero in 2016. We have a viable and sound strategy and operating plan for 2017 and beyond. We have taken aggressive steps to position ourselves with a unique value proposition that works over a range of prices and through the inevitable cycles of this business. We continue to monitor the environment and track performance against our plan. We believe our disciplined, returns-focused value proposition can allow us to deliver long-term stockholder value. Implementing these changes was difficult, but allowed us to sustainably lower the Brent price at which we can fund our capital program and *Adjusted operating costs is a non-GAAP financial measure. A reconciliation to U.S. GAAP as well as a discussion of the usefulness and purpose of adjusted operating costs is shown on Appendix A and at www.conocophillips.com/nongaap ConocoPhillips 2017 PROXY STATEMENT VII

2016 Compensation Performance Highlights SAFETY Combined Total Recordable Rate best on record for the Company since spinoff OPERATIONS Exceeded production targets CAPITAL Outperformed capital targets Drilling activity began to ramp up in the Eagle Ford in late 2016. STRATEGY Developed a robust plan to accelerate the value proposition DISPOSITIONS More than $1B proceeds for non-core assets Executive Compensation Alignment Our compensation programs are designed to attract and retain high-quality talent, reward executives for performance that successfully executes the Company’s long-term strategy and align compensation with the long-term interests of our stockholders. As a result, our executive compensation programs closely tie pay to performance. Consistent with this design, approximately 89% of the CEO’s 2016 target pay and approximately 83% of the active Named Executive Officers’ (“NEO”) 2016 target pay is performance-based, with stock-based long-term incentives comprising the largest portion of performance-based pay. We believe the following categories of performance metrics have appropriately assessed the corporate performance of the Company relative to its strategy as an independent E&P company: Health, Safety and Environmental; Operational; Financial; Strategic Plan and Total Shareholder Return (“TSR”). Performance metrics for our short-and long-term incentive programs include a balance of relative and increasingly challenging absolute targets established to align with the Company’s strategy. Increasingly challenging targets can mean year-over-year performance target increases for safety, efficiency, emission reductions, unit cost targets, and margins. It can, however, also mean the same or lower performance targets, recognizing the changing commodity price environment. For example, delivering flat production targets when significant capital and operating cost reductions are made would be increasingly challenging. See “Process for Determining Executive Compensation—Performance Criteria” beginning on page 47 for details regarding the specific performance metrics within each category. The Human Resources and Compensation Committee (“HRCC”) reassesses our compensation performance metrics and targets on an ongoing basis to ensure they continue to support the Company’s long-term strategy. ConocoPhillips 2017 PROXY STATEMENT VIII

Stock Performance Graph This graph shows the cumulative TSR for ConocoPhillips’ common stock in each of the five years from December 31, 2011 to December 31, 2016. The graph also compares the cumulative total returns for the same five-year period with the S&P 500 Index, the performance peer group used in the prior fiscal year (the “Prior Peer Group”) and a new performance peer group for the current fiscal year (the “New Peer Group”). The Prior Peer Group consisted of Anadarko, Apache, BG Group plc., BP, Chevron, Devon, ExxonMobil, Occidental, Royal Dutch Shell and Total, weighted according to the respective peer’s stock market capitalization at the beginning of each annual period. The New Peer Group excludes BG Group plc. due to its acquisition by Royal Dutch Shell in 2016 and includes Marathon Oil Corporation. The Prior Peer Group is presented for purposes of comparison. The comparison assumes $100 was invested on December 31, 2011, in ConocoPhillips stock, the S&P 500 Index, the Prior Peer Group and New Peer Group and assumes that all dividends were reinvested. The spinoff of Phillips 66 in 2012 is treated as a special dividend for the purposes of calculating TSR for ConocoPhillips. The market value of the distributed shares on the spinoff date was deemed reinvested in shares of ConocoPhillips common stock. Five-Year Cumulative Total Shareholder Returns $250 $200 $150 $100 $50 Initial 2012 2013 2014 2015 2016 Comparison assumes $100 was invested on Dec. 31, 2011 and that all dividends were reinvested. Prior Peer Group: Anadarko, Apache, BG Group plc., BP, Chevron, Devon, ExxonMobil, Occidental, Royal Dutch Shell, Total. New Peer Group: Anadarko, Apache, BP, Chevron, Devon, ExxonMobil, Marathon Oil, Occidental, Royal Dutch Shell, Total. Compensation Highlights Our executive compensation programs are designed to align pay with performance and to align the economic interests of executives and stockholders. Consistent with this design, approximately 89% of the CEO’s pay and approximately 83% of the active NEOs’ pay is performance based, with stock-based, long-term incentives comprising the largest portion of performance-based pay. CEO Target Pay Mix Other Active NEO Average Target Pay Mix The elements of total compensation are base pay, annual cash incentives and long-term incentives. Long-term incentives consist of performance share units and stock options. The mix of 2016 target pay for our active NEOs is shown in the graphs on the right. Performance Shares Stock Options Cash Incentive Base ConocoPhillips 2017 PROXY STATEMENT IX 43% 39% 26% 29% 18% 17% 17% 11% S&P 500 Index New Peer GroupConocoPhillips Prior Peer Group

The graph on the right illustrates the alignment of pay and performance relative to our performance peers* by comparing performance-based pay reported in the Summary Compensation Table to TSR as measured by the compound annual appreciation in share price plus the dividends returned to shareholders and using a 20-trading day simple average prior to the beginning of a period and a 20-trading day simple average prior to the end of the period. The graph shows the percentile ranking for TSR and CEO compensation from January 1, 2013 through December 31, 2015 for ConocoPhillips and each of our performance peers* (2016 peer compensation data is not yet available). ConocoPhillips’ ranks ahead of two-thirds of our peers in TSR and ranks approximately in the 75th percentile, or third among peers, for pay for this time period, indicating alignment between pay and performance. Alignment of CEO Pay and Total Shareholder Return (1/1/2013 – 12/31/2015) 100% 75% 50% 25% *Includes performance peers in the New Peer Group indicated on page IX excluding Marathon Oil which was added in 2016. 0% 0% 25% 50% 75% 100% Performance Percentile (TSR) Incentive Compensation In determining award payouts under our Performance Share Program and Variable Cash Incentive Program, members of the HRCC met four times with management to review progress and performance against the measures and the approved metrics. This process allows the HRCC to make informed decisions to positively or negatively adjust payouts where warranted. The HRCC’s view is that the combination of appropriate targets and relative metrics, periodic reviews and updates during the performance period and rigorous evaluation of actual performance leads to appropriate payout decisions. The HRCC believes that multiple metrics more appropriately drive the desired short-and long-term performance, as compared to a few simple performance metrics. for allocating future cash flows in our updated value proposition. However, it is impossible to ignore the weak oil and gas prices that have negatively impacted both our earnings and TSR. Thus, the corporate payout for our senior employees in the Performance Share Program (“PSP”) XII (2014-2016) was below target at 88%. The annual Variable Cash Incentive Program (“VCIP”), which is available to all employees, is made up of 50% corporate performance and 50% business unit performance. The corporate award was below target at 73%, but strong operational and safety results were recognized in the business unit payout. The business unit payout, which provides employees with line-of-sight to their business unit’s performance rather than only corporate performance, ranged from 105% to 135%, for a salary weighted average of 121%. This resulted in a combined corporate and business unit average payout of 97% for each of our Named Executive Officers. Consistent with 2015, despite significant individual leadership shown during the one-and three-year performance periods, to align pay and overall performance, no individual adjustments were made for our NEOs for PSP XII or 2016 VCIP. Our operational and safety performance has been exceptional. We delivered production growth, excluding downtime and dispositions, with less capital and significantly reduced operating costs while maintaining our strong record of health, safety and environmental (“HSE”) performance. We took decisive actions to reduce our cost structure, strengthen our balance sheet and establish clear priorities ConocoPhillips 2017 PROXY STATEMENT Compensation Percentile (Pay) X

We paid out performance-based programs as follows (see “Process for Determining Executive Compensation” beginning on page 41 and “2016 Executive Compensation Analysis and Results” beginning on page 50): Long-Term Incentive—Performance Share Program (PSP) In 2014, the HRCC approved a new performance period and performance metrics for PSP XII running from January 2014 – December 2016 for our senior employees. The HRCC determined that performance merited the following payout: of target for each of our The ultimate value of a performance share award is impacted by not only the HRCC’s assessment of corporate performance, but also by changes in share price, up or down, further demonstrating strong alignment between executive incentive compensation and shareholder interests. Annual Incentive—Variable Cash Incentive Program (VCIP) All of our employees are eligible for the VCIP program. The VCIP payout is calculated using the following formula, subject to HRCC approval and discretion to set the award: +– Any Individual + of target for each of our ConocoPhillips 2017 PROXY STATEMENT XI Total Payout = 97% Corporate Performance showing negative adjustment 96%73% Named Executive Officers Individual Performance 0% adjustment for each of our Named Executive Officers Business Unit Performance 121% of target for each of our Named Executive Officers Performance Adjustment 50% of Business Unit Performance Adjustment 50% of Corporate Performance Adjustment Target Percentage for the Salary Grade Eligible Earnings Corporate Performance 88% Named Executive Officers Individual Performance 0% adjustment for each of our Named Executive Officers

2016 Executive Compensation Summary (page 60) Set forth below is the 2016 compensation for our current NEOs. This table is presented as an alternative to, and is not a substitute for, the Summary Compensation Table on page 60, which reflects target compensation for our stock awards and equity awards. The Summary Compensation Table shows Total Compensation to include changes in pension value from the end of 2015 to the end of 2016. The table below shows what that Total Compensation would be if the changes in pension value were not included, as these changes are affected by a number of factors, including actuarial factors beyond the control of the Company. For Mr. Lance, an increase in pensionable earnings was not the primary factor as the pensionable earnings increased by only ½ percent from 2015 to 2016. The primary factors for his increase in pension value reported in the Summary Compensation Table are: (1) lower 2016 discount rate assumptions consistent with those used in the Company’s financial statements; (2) the impact of a shorter discounting period related to an additional year of age; and (3) an additional year of credited service under the Company’s pension plans. The factors that lead to the changes in pension value are discussed in more detail in the footnotes to this table. Change in Pension Value & Nonqual. Deferred Comp. Earnings* Non-Equity Incentive Plan Comp. Total Without Changes in Pension Value** Name and Principal Position Stock Awards Option Awards All Other Comp. Salary Bonus Total D.E. Wallette, Jr. Executive Vice President, Finance, Commercial and CFO $5,158,427 $939,550 – $1,944,837 $1,301,146 $911,364 $2,248,397 $61,530 $7,406,824 A.J. Hirshberg Executive Vice President, Production, Drilling and Projects $1,178,200 – $2,751,504 $1,840,685 $1,314,282 $2,262,525 $121,457 $9,468,653 $7,206,128 * Included in the amounts shown for 2016 are increases in the lump sum value of pensions provided for the active NEOs under the plans of the Company over the lump sum value shown in 2015. These increases are due to a number of factors which may vary by NEO, including a lower discount rate assumption, shorter discount period with an additional year of age, a decrease in interest rate assumption, an increase in final average earnings due to increases in pensionable earnings (for Messrs. Wallette and Hirshberg, as a result of the new allocation of responsibilities with the retirement of Mr. Sheets in 2016), as well as a further year of pension service, and actuarial factors such as mortality assumptions, which change from time to time. The increase in Mr. Lance’s lump sum value of pension for 2016 primarily reflects a lower discount rate assumption, an additional year which increases his pension value due to a shorter discount period from the assumed retirement age to current age, and an additional year of credited service. Other factors are an increase in final average earnings offset by changes in actuarial factors such as mortality assumptions. See note 6 to the Summary Compensation Table on page 60 and Pension Benefits beginning on page 69 for details regarding change in pension benefits. ** Total Without Change in Pension Value represents total compensation, as determined under applicable SEC rules, minus the change in pension value reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column. ConocoPhillips 2017 PROXY STATEMENT XII J.L. Carrig $760,032–$1,431,038$957,264$656,136$165,708$70,372$4,040,550 $3,874,842 Senior Vice President, Legal, General Counsel and Corporate Secretary M.J. Fox$1,241,000–$3,115,552$2,083,774$1,384,336 $414,358 $91,371$8,330,391 $7,916,033 Executive Vice President, Strategy, Exploration and Technology R.M. Lance$1,700,000–$6,607,217$4,419,261$2,638,400$3,601,723$245,437$19,212,038$15,610,315 Chairman and Chief Executive Officer

Releasing a Black-bellied Plover bird back into the wild after tagging for migratory study. Our Commitment to Sustainability We believe the steps we take to enhance our health, safety, environmental and social performance are essential to the sustainability of our business. We recognize that our stakeholders have high expectations and we are determined to remain a safe and responsible neighbor, partner and operator, regardless of industry price cycles. Our overall approach, integration and follow-through on our commitment to sustainability provide tangible results in environmental stewardship, community engagement and operational benefits. Below are a few examples of our ongoing stakeholder and sustainability projects. term, holistic foundational strategy for local engagement and indigenous hiring. We overcame a shortage of qualified indigenous-owned businesses by strengthening relationships and supporting business development, capacity-building and employment with the Gladstone indigenous community. We met our compliance requirements and have shown that indigenous engagement is a priority. Results include 25 positions for indigenous employment in the facilit y; 18 contractors commit ted to indigenous supply, employment and training; 11 indigenous traineeships in engineering, maintenance, plant operations, telecommunications, warehousing and waste management; and startup support to a new 100 percent indigenous-owned cleaning business that employs 14 local staff. Reducing Oil Sands Emissions Our collaborative focus on improving design, equipment, technology and efficiency has led to an industry reduction of greenhouse gas emissions (GHG) from Canadian oil sands production of 28 percent since 1990. We are a founding member of Canada’s Oil Sands Innovation Alliance (COSIA), an industry alliance that has yielded more than 800 cost and emissions reducing innovations from a $1.3 billion investment. With our global partners, we are dedicated to improving technology for steam-assisted gravity drainage. Additionally, we support the $20 million NRG COSIA Carbon XPRIZE, which challenges participants to both reduce GHG emissions and create business incentives by capturing The Migratory Connectivity Project With the Smithsonian Institution, we’re working to advance effective conservation to sustain populations of birds, insects and fish throughout their full life cycles. Through the Migratory Connectivity Project, we gain a better scientific understanding of important North American grasslands habitats and migration cycles by char ting the journeys of 12 migratory bird species—several of which spend parts of their migration cycle within our operating areas in Alaska, Alberta and Texas. Learning how we can approach conservation more comprehensively is an important part of our Biodiversity Action Plan, which guides our actions for evaluation and mitigation of our potential impact on biodiversity. CO emissions and turning them into useable, valuable products. 2 Indigenous Support Creates a Strong Legacy We’re committed to being a good neighbor and citizen through strategic partnerships in communities. In preparation for our Australia Pacific LNG operations on Cur tis Island, we developed a long-ConocoPhillips 2017 PROXY STATEMENT XIII

SPIRIT Values We run our business under a set of guiding principles that we call our SPIRIT Values. These set the tone for how we behave with all our stakeholders, internally and externally. They are shared by everyone in our organization, distinguish us from competitors and are a source of pride. S P I R I T SAFETY We operate safely. PEOPLE We respect one another, recognizing that our success depends upon the commitment, capabilities and diversity of our employees. INTEGRITY We are ethical and trustworthy in our relationships with stakeholders. RESPONSIBILITY We are accountable for our actions. We are a good neighbor and citizen in the communities where we operate. INNOVATION We anticipate change and respond with creative solutions. We are agile and responsive to the changing needs of stakeholders and embrace learning opportunities from our experience around the world. TEAMWORK Our “can do” spirit delivers top performance. We encourage collaboration, celebrate success, and build and nurture long-standing relationships. ConocoPhillips 2017 PROXY STATEMENT XIV

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The total number of meetings of the Board (held during the period for which he or she has been a director); and

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The total number of full committee meetings held by all committees of the Board on which he or she served (during the periods that he or she served).

All Directors should have the following attributes:

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​the highest professional and personal ethics and values, consistent with our SPIRIT Values and our Code of Business Ethics and Conduct, both of which are available on ConocoPhillips' website at www.conocophillips.com;

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​a commitment to building stockholder value;

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​business acumen and broad experience and expertise in one or more of the areas of particular consideration indicated below;

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​the ability to provide insights and practical wisdom based on the individual's skills and experience;

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​sufficient time and effort to effectively carry out duties as a director (directors should advise the Chairman of the Board and the Chair of the Committee on Directors' Affairs in advance of accepting an invitation to serve on another public company board); and

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​independence (at least a substantial majority of the Board must consist of independent directors, as defined by the listing standards of the New York Stock Exchange).

When conducting its review of the appropriate skills and qualifications desired of directors, the Committee on Directors' Affairs particularly considers:

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​leadership experience as a chief executive officer or senior officer;

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​expertise in finance and financial reporting processes;

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​leadership experience as an executive or director, or experience in other capacities, in the energy industry;

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​experience in global business or international affairs;

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​extensive knowledge of governmental, regulatory, legal, or public policy issues;

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​diversity of age, skills, gender and ethnicity; and

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​such other factors as the Committee on Directors' Affairs deems appropriate given the current needs of the Board and the Company, to maintain a balance of skills, experience, knowledge and independence.

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Lead Director—$35,000

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Chair of the Audit and Finance Committee—$25,000

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Chair of the Human Resources and Compensation Committee—$20,000

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Chair of any other committee—$10,000

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All other Audit and Finance Committee members—$10,000

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All other Human Resources and Compensation Committee members—$7,500

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All other committee members—$5,000

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Discussing with management, the independent auditors, and the internal auditor the integrity of the Company's accounting policies, internal controls, financial statements, financial reporting practices, and select financial matters, covering the Company's capital structure, financial risk management, retirement plans and tax planning.

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Reviewing significant corporate risk exposures and steps management has taken to monitor, control and report such exposures.

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Reviewing the qualifications, independence and performance of the Company's independent auditors and the qualifications and performance of its internal auditors.

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Reviewing the Company's overall direction and compliance with legal and regulatory requirements and its policies, including its Code of Business Ethics and Conduct.

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Maintaining open and direct lines of communication with the Board and Company's management, Compliance and Ethics Office, internal auditors and independent auditors.

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Audit Fees—fees for audit services, which related to the fiscal year consolidated audit, the audit of the effectiveness of internal controls, quarterly reviews, registration statements, comfort letters, statutory and regulatory audits and related accounting consultations, were $12.3 million for 2016 and $12.6 million for 2015.

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Audit-Related Fees—fees for audit-related services, which consisted of audits in connection with benefit plan audits, other subsidiary audits, special reports, and related accounting consultations, were $1.2 million for 2016 and $1.7 million for 2015.

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Tax Fees—fees for tax services, which consisted of tax compliance services and tax planning and advisory services, were $0.4 million for 2016 and $0.3 million for 2015.

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All Other Fees—fees for other services were negligible in 2016 and 2015.

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Routinely receives training regarding best practices for executive compensation;

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Regularly reviews its responsibilities and governance practices in light of ongoing changes in the legal and regulatory arena and trends in corporate governance, which review is aided by the Company's management and consultants, independent compensation consultants, and, when deemed appropriate, independent legal counsel;

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Annually reviews its charter and proposes any desired changes to the Board of Directors;

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Annually conducts a self-assessment of its performance that evaluates the effectiveness of its actions and seeks ideas to improve its processes and oversight; and

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Regularly reviews and assesses whether the Company's executive compensation programs are having the desired effects and do not encourage an inappropriate level of risk.