EX-31.2 18 d123121dex312.htm EX-31.2 d123121dex312
 
Exhibit 31.2
CERTIFICATION
I, William L. Bullock, Jr.,
 
certify that:
1.
I have reviewed this annual report on Form
 
10-K of ConocoPhillips;
2.
Based on my knowledge, this report does not contain
 
any untrue statement of a material fact or omit
 
to
state a material fact necessary to make the statements
 
made, in light of the circumstances under
 
which
such statements were made, not misleading with
 
respect to the period covered by this
 
report;
3.
Based on my knowledge, the financial statements,
 
and other financial information included in this
 
report,
fairly present in all material respects the financial
 
condition, results of operations and cash
 
flows of the
registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing
 
and maintaining disclosure
controls and procedures (as defined in Exchange
 
Act Rules 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange
 
Act Rules 13a-15(f) and 15d-15(f)) for the registrant
 
and
have:
(a)
Designed such disclosure controls and procedures,
 
or caused such disclosure controls
 
and
procedures to be designed under our supervision,
 
to ensure that material information relating
 
to the
registrant, including its consolidated subsidiaries,
 
is made known to us by others within those
entities, particularly during the period in which this
 
report is being prepared;
(b)
Designed such internal control over financial reporting,
 
or caused such internal control over
financial reporting to be designed under our supervision,
 
to provide reasonable assurance regarding
the reliability of financial reporting and the preparation
 
of financial statements for external
purposes in accordance with generally accepted
 
accounting principles;
(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and
 
presented in
this report our conclusions about the effectiveness of the
 
disclosure controls and procedures, as of
the end of the period covered by this report based
 
on such evaluation; and
(d)
Disclosed in this report any change in the registrant’s internal control
 
over financial reporting that
occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter
 
in
the case of an annual report) that has materially
 
affected, or is reasonably likely to materially
affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most
 
recent evaluation of
internal control over financial reporting, to the
 
registrant’s auditors and the audit committee of the
registrant’s board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses
 
in the design or operation of internal
 
control
over financial reporting which are reasonably
 
likely to adversely affect the registrant’s ability to
record, process, summarize and report financial
 
information; and
(b)
Any fraud, whether or not material, that
 
involves management or other employees who
 
have a
significant role in the registrant’s internal control over financial reporting.
February 17, 2022
/s/ William L. Bullock, Jr.
William L. Bullock, Jr.
Executive Vice President and
Chief Financial Officer