0001193125-20-039954.txt : 20200218 0001193125-20-039954.hdr.sgml : 20200218 20200218122302 ACCESSION NUMBER: 0001193125-20-039954 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 191 CONFORMED PERIOD OF REPORT: 20191231 FILED AS OF DATE: 20200218 DATE AS OF CHANGE: 20200218 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONOCOPHILLIPS CENTRAL INDEX KEY: 0001163165 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] IRS NUMBER: 010562944 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32395 FILM NUMBER: 20624300 BUSINESS ADDRESS: STREET 1: 925 N. ELDRIDGE PARKWAY CITY: HOUSTON STATE: TX ZIP: 77079 BUSINESS PHONE: 281-293-1000 MAIL ADDRESS: STREET 1: SHIPPING & RECEIVING CENTER STREET 2: 16930 PARK ROW DR. CITY: HOUSTON STATE: TX ZIP: 77084 FORMER COMPANY: FORMER CONFORMED NAME: CORVETTEPORSCHE CORP DATE OF NAME CHANGE: 20011204 10-K 1 d875559d10k.htm 10-K 10-K
false 2019 --12-31 0.01 P10Y 5 23 17 - - 6 730 FALSE 0001163165 FY 998 1 P30D 283 37.5 56.9 No No <div>Plans for which ConocoPhillips is not the primary obligor—primarily those administered by equity affiliates.</div> <div>*Primarily euro and Norwegian krone.</div> <div>*We paid interest to, or received interest from, various affiliates. See Note 6—Investments, Loans and Long-Term Receivables, for additional information on loans to affiliated companies.</div> <div>(1)Sales and other operating revenues are attributable to countries based on the location of the selling operation.</div> <div>(4)Long-lived assets do not include $1,236 million of net PP&E associated with assets held for sale as of December 31, 2019. See Note 5—Acquisitions and Dispositions, for additional information.</div> <div>(2)Defined as net PP&E plus equity investments and advances to affiliated companies.</div> <div>(3)Long-lived assets do not include $426 million of net PP&E associated with assets held for sale as of December 31, 2019. 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2019
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form
10-K
 
 
(Mark One)
 
[
X
]
 
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF
 
1934
 
For the fiscal year ended
 
December 31, 2019
 
 
OR
 
 
[
 
]
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
 
OF THE SECURITIES EXCHANGE ACT OF
 
1934
 
For the transition period from
 
to
 
 
Commission file number:
001-32395
 
ConocoPhillips
 
(Exact name of registrant as specified in its charter)
 
 
 
Delaware
01-0562944
 
(State or other jurisdiction of
 
(I.R.S. Employer
 
incorporation or organization)
 
Identification No.)
 
925 N. Eldridge Parkway
Houston
,
TX
 
77079
 
(Address of principal executive offices)
 
(Zip Code)
 
 
Registrant's telephone number, including area code:
281
-
293-1000
 
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
 
Securities registered pursuant to Section 12(g) of the
 
Act: None
 
Indicate by check mark if the registrant is a well-known seasoned issuer,
 
as defined in Rule 405 of the Securities Act.
 
 
[x]
Yes
 
[ ] No
Indicate by check mark if the registrant is not required to file reports
 
pursuant to Section 13 or Section 15(d) of the
Act.
 
[ ] Yes
 
[x]
No
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. [x]
Yes
 
[ ] 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 such files).
 
[x]
Yes
 
[ ] 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 Act). [
 
] Yes
 
[x]
No
The aggregate market value of common stock held by non-affiliates of
 
the registrant on June 28, 2019, the last
business day of the registrant’s most recently
 
completed second fiscal quarter, based on
 
the closing price on that date
of $61.00, was $
67.7
 
billion.
 
The registrant had
1,081,132,415
 
shares of common stock outstanding at January 31, 2020.
Documents incorporated by reference:
Portions of the Proxy Statement for the Annual Meeting of Stockholders to be
 
held on May 12, 2020 (Part III)
 
 
 
 
 
TABLE OF CONTENTS
 
 
 
Page
Commonly Used Abbreviations……………………………………………………………………….
1
Item
PART
 
I
1 and 2.
Business and Properties
 
......................................................................................................
 
2
Corporate Structure
 
........................................................................................................
 
2
Segment and Geographic Information
 
...........................................................................
 
2
Alaska
 
.......................................................................................................................
 
4
Lower 48
 
...................................................................................................................
 
6
Canada ......................................................................................................................
 
9
Europe and North Africa
 
...........................................................................................
 
10
Asia Pacific and Middle East
 
....................................................................................
 
12
Other International
 
....................................................................................................
 
17
Competition ...................................................................................................................
 
19
General
 
...........................................................................................................................
 
19
1A.
Risk Factors
 
........................................................................................................................
 
21
1B.
Unresolved Staff Comments
 
...............................................................................................
 
28
3.
Legal Proceedings
 
...............................................................................................................
 
28
4.
Mine Safety Disclosures
 
.....................................................................................................
 
28
Information About our Executive Officers
 
.........................................................................
 
29
PART
 
II
5.
Market for Registrant’s Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities
 
............................................................................
 
31
6.
Selected Financial Data ......................................................................................................
 
34
7.
Management’s Discussion and Analysis of Financial Condition and
Results of Operations
 
.....................................................................................................
 
35
7A.
Quantitative and Qualitative Disclosures
 
About Market Risk
 
............................................
 
72
8.
Financial Statements and Supplementary
 
Data
 
...................................................................
 
75
9.
Changes in and Disagreements with Accountants
 
on Accounting and
Financial Disclosure
 
.......................................................................................................
 
185
9A.
Controls and Procedures
 
.....................................................................................................
 
185
9B.
Other Information
 
...............................................................................................................
 
185
PART
 
III
10.
Directors, Executive Officers and Corporate Governance
 
..................................................
 
186
11.
Executive Compensation
 
....................................................................................................
 
186
12.
Security Ownership of Certain Beneficial Owners
 
and Management and
 
Related Stockholder Matters
 
..........................................................................................
 
186
13.
Certain Relationships and Related Transactions, and Director
 
Independence....................
 
186
14.
Principal Accounting Fees and Services
 
.............................................................................
 
186
PART
 
IV
15.
Exhibits, Financial Statement Schedules
 
............................................................................
 
187
Signatures ...........................................................................................................................
 
197
 
1
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
 
MMBOE
million barrels of oil equivalent
principles
MBOED
thousands of barrels of oil
 
LIFO
last-in, first-out
equivalent per day
NPNS
normal purchase normal sale
MMBTU
million British thermal units
PP&E
properties, plants and equipment
MMCFD
million cubic feet per day
SAB
staff accounting bulletin
VIE
variable interest entity
Industry
CBM
coalbed methane
Miscellaneous
E&P
exploration and production
EPA
Environmental Protection Agency
FEED
front-end engineering and design
EU
European Union
FPS
floating production system
FERC
Federal Energy Regulatory
 
FPSO
floating production, storage and
Commission
offloading
GHG
greenhouse gas
JOA
joint operating agreement
HSE
health, safety and environment
LNG
liquefied natural gas
ICC
International Chamber of
 
NGLs
natural gas liquids
Commerce
OPEC
Organization of Petroleum
 
ICSID
World Bank’s
 
International
 
Exporting Countries
Centre for Settlement of
PSC
production sharing contract
Investment Disputes
PUDs
proved undeveloped reserves
IRS
Internal Revenue Service
SAGD
steam-assisted gravity drainage
OTC
over-the-counter
WCS
Western Canada Select
NYSE
New York Stock Exchange
WTI
West Texas
 
Intermediate
SEC
U.S. Securities and Exchange
Commission
TSR
total shareholder return
U.K.
United Kingdom
U.S.
United States of America
 
 
2
PART
 
I
 
 
Unless otherwise indicated, “the company,” “we,” “our,” “us” and “ConocoPhillips” are used in this
 
report to
refer to the businesses of ConocoPhillips and its
 
consolidated subsidiaries.
 
Items 1 and 2—Business and
Properties, contain forward-looking statements
 
including, without limitation, statements
 
relating to our 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 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 headings “Risk Factors” beginning on page
 
21 and “CAUTIONARY STATEMENT
 
FOR THE
PURPOSES OF THE ‘SAFE HARBOR’ PROVISIONS
 
OF THE PRIVATE
 
SECURITIES LITIGATION
REFORM ACT OF 1995,” beginning on page
 
 
 
Items 1 and 2.
 
BUSINESS AND PROPERTIES
 
 
CORPORATE STRUCTURE
 
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 assets in Canada;
 
and an
inventory of global conventional and unconventional
 
exploration prospects.
 
Headquartered in Houston, Texas,
at December 31, 2019, we employed approximately
 
10,400 people worldwide and had total assets
 
of
 
$71
billion.
 
 
ConocoPhillips was incorporated in the state
 
of Delaware on November 16, 2001, in connection
 
with, and in
anticipation of, the merger between Conoco Inc. and Phillips
 
Petroleum Company.
 
The merger between
Conoco and Phillips was consummated on
 
August 30, 2002.
 
 
 
SEGMENT AND GEOGRAPHIC INFORMATION
 
For operating segment and geographic information,
 
see Note 25—Segment Disclosures and Related
Information, in the Notes to Consolidated Financial
 
Statements, which is incorporated herein by reference.
 
 
We explore for, produce, transport and market crude oil, bitumen, natural gas, LNG and NGLs on
 
a worldwide
basis.
 
At December 31, 2019, our operations were
 
producing in the U.S., Norway, Canada, Australia, Timor-
Leste, Indonesia, Malaysia, Libya, China and
 
Qatar.
 
 
The information listed below appears in the “Oil
 
and Gas Operations” disclosures following the
 
Notes to
Consolidated Financial Statements and is incorporated
 
herein by reference:
 
 
Proved worldwide crude oil, NGLs, natural gas
 
and bitumen reserves.
 
Net production of crude oil, NGLs, natural gas
 
and bitumen.
 
Average sales prices of crude oil, NGLs, natural gas and bitumen.
 
Average production costs per BOE.
 
Net wells completed, wells in progress and productive
 
wells.
 
Developed and undeveloped acreage.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3
The following table is a summary of the proved
 
reserves information included in the “Oil
 
and Gas Operations”
disclosures following the Notes to Consolidated
 
Financial Statements.
 
Approximately 80 percent of our
proved reserves are located in politically
 
stable countries that belong to the Organization for Economic
Cooperation and Development.
 
Natural gas reserves are converted to BOE based
 
on a 6:1 ratio: six MCF of
natural gas converts to one BOE.
 
See Management’s Discussion and Analysis of Financial Condition and
Results of Operations for a discussion of factors
 
that will enhance the understanding of the following
 
summary
reserves table.
 
 
Millions of Barrels of Oil Equivalent
Net Proved Reserves at December 31
2019
2018
2017
Crude oil
Consolidated operations
2,562
2,533
2,322
Equity affiliates
73
78
83
Total Crude Oil
2,635
2,611
2,405
Natural gas liquids
Consolidated operations
361
349
354
Equity affiliates
39
42
45
Total Natural Gas Liquids
400
391
399
Natural gas
Consolidated operations
1,209
1,265
1,267
Equity affiliates
736
760
717
Total Natural Gas
1,945
2,025
1,984
Bitumen
Consolidated operations
282
236
250
Total Bitumen
282
236
250
Total consolidated operations
4,414
4,383
4,193
Total equity affiliates
848
880
845
Total company
5,262
5,263
5,038
 
 
Total production of 1,348 MBOED increased 5 percent in 2019 compared with 2018.
 
 
The increase in total
average production primarily resulted from new wells
 
online in the Lower 48; an increased interest in
 
the
Western North Slope (WNS) and Greater Kuparuk Area (GKA) of Alaska following
 
acquisitions closed in
2018; and higher production in Norway due to drilling
 
activity and the startup of Aasta Hansteen
 
in December
2018.
 
The increase in production was partly offset by normal
 
field decline and disposition impacts,
 
primarily
from the U.K. asset sale in 2019 and non-core
 
asset sales in the Lower 48 during 2018.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
4
Production excluding Libya was 1,305 MBOED in
 
2019 compared with 1,242 MBOED in 2018, an
 
increase of
63 MBOED or 5 percent.
 
Underlying production, which excludes Libya and
 
the net volume impact from
closed dispositions and acquisitions of 51 MBOED
 
in 2019 and 47 MBOED in 2018, is used to measure
 
our
ability to grow production organically.
 
Our underlying production grew 5 percent to
 
1,254 MBOED in 2019
from 1,195 MBOED in 2018.
 
Our worldwide annual average realized price
 
was $48.78 per BOE in 2019,
 
a decrease of 9 percent compared
with $53.88 per BOE in 2018,
 
reflecting weaker marker prices as a result of
 
macroeconomic demand concerns.
 
Our worldwide annual average crude oil price
 
decreased 10 percent, from $68.13 per barrel
 
in 2018 to $60.99
per barrel in 2019.
 
Additionally, our worldwide annual average NGL prices decreased 34 percent,
 
from
$30.48 per barrel in 2018 to $20.09 per barrel in
 
2019.
 
Our worldwide annual average natural gas price
decreased 11 percent, from $5.65 per MCF in 2018 to $5.03 per MCF
 
in 2019.
 
Average annual bitumen prices
increased 42 percent, from $22.29 per barrel in 2018
 
to $31.72 per barrel in 2019.
 
 
ALASKA
 
The Alaska segment primarily explores for, produces, transports
 
and markets crude oil, natural gas and NGLs.
 
We are the largest crude oil producer in Alaska and have major ownership interests in
 
two of North America’s
largest oil fields located on Alaska’s North Slope: Prudhoe Bay and Kuparuk.
 
We also have a 100 percent
interest in the Alpine Field, located on the Western North Slope.
 
Additionally, we are one of Alaska’s largest
owners of state, federal and fee exploration leases,
 
with approximately 1.32 million net undeveloped
 
acres at
year-end 2019.
 
Alaska operations contributed 25 percent
 
of our worldwide liquids production and less
 
than 1
percent of our natural gas production.
 
 
2019
Interest
Operator
Liquids
MBD
Natural Gas
MMCFD
Total
MBOED
Average Daily Net Production
Greater Prudhoe Area
36.1
%
BP
81
4
81
Greater Kuparuk Area
91.4-94.7
ConocoPhillips
86
2
86
Western North Slope
100.0
ConocoPhillips
50
1
51
Total Alaska
217
7
218
 
 
Greater Prudhoe Area
The Greater Prudhoe Area includes the Prudhoe
 
Bay Field and five satellite fields, as well as the
 
Greater Point
McIntyre Area fields.
 
Prudhoe Bay, the largest oil field on Alaska’s North Slope, is the site of a large
waterflood and enhanced oil recovery operation,
 
as well as a gas plant which processes
 
natural gas to recover
NGLs before reinjection into the reservoir.
 
Prudhoe Bay’s satellites are Aurora, Borealis, Polaris, Midnight
Sun and Orion, while the Point McIntyre,
 
Niakuk, Raven, Lisburne and North Prudhoe Bay
 
State fields are
part of the Greater Point McIntyre Area.
 
 
Greater Kuparuk Area
We operate the Greater Kuparuk Area, which consists of the Kuparuk Field and four
 
satellite fields: Tarn,
Tabasco, Meltwater and West Sak.
 
Kuparuk is located 40 miles west of Prudhoe
 
Bay.
 
Field installations
include three central production facilities
 
which separate oil, natural gas and water, as well as a separate
seawater treatment plant.
 
Development drilling at Kuparuk consists of
 
rotary-drilled wells and horizontal
multi-laterals from existing well bores utilizing
 
coiled-tubing drilling.
 
 
 
 
 
 
5
 
Western North Slope
On the Western North Slope, we operate the Colville River Unit, which includes the
 
Alpine Field and three
satellite fields: Nanuq, Fiord and Qannik.
 
Alpine is located 34 miles west of Kuparuk.
 
In 2015, first oil was
achieved at Alpine West CD5,
 
a drill site which extends the Alpine reservoir west
 
into the National Petroleum
Reserve-Alaska (NPR-A).
 
In 2019, we continued drilling additional
 
wells using the available well slots on this
pad.
 
 
The Greater Mooses Tooth Unit, the first unit established entirely within the
 
NPR-A, was formed in 2008.
 
In
2017, we began construction in the unit with two
 
drill sites; Greater Mooses Tooth #1 (GMT-1) and Greater
Mooses Tooth #2 (GMT-2).
 
GMT-1 achieved first oil in the fourth quarter of 2018 and completed drilling in
2019.
 
We expect first oil from GMT-2 in 2021.
 
 
Alaska North Slope Gas
In 2016, we, along with affiliates of Exxon Mobil Corporation,
 
BP p.l.c. and Alaska Gasline Development
Corporation (AGDC), a state-owned corporation,
 
completed preliminary FEED technical
 
work for a potential
LNG project which would liquefy and export natural
 
gas from Alaska’s North Slope and deliver it to
market.
 
In 2016, we, along with the affiliates of ExxonMobil
 
and BP,
 
indicated our intention not to progress
into the next phase of the project due to changes in
 
the economic environment.
 
AGDC decided to continue on
its own.
 
In 2019, affiliates of ExxonMobil and BP agreed
 
to each contribute up to $5 million or approximately
one third of AGDC’s anticipated costs for full-year 2020.
 
In 2020, AGDC will be focused on permitting
efforts, the most important of which is the National Environmental
 
Protection Act process before the FERC.
 
FERC’s final milestones are the Publication of Notice of Availability of Final Environmental Impact
Statement, which is scheduled for March 6, 2020,
 
and the Issuance of Final Order, which is scheduled for June
4, 2020.
 
AGDC has recently contracted with Fluor
 
Corporation to evaluate cost reduction opportunities
 
in
preparation for soliciting partners for the project.
 
We continue to be willing to sell our North Slope gas to the
project but do not plan to take an equity position.
 
 
Exploration
Appraisal of the Willow Discovery, located in the northeast portion of the NPR-A, continued
 
throughout 2019
with five appraisal wells.
 
In 2020, we will continue appraisal of
 
the Willow Discovery and explore the
Harpoon Prospect, located southwest of Willow.
 
In 2019, we drilled the West Willow-2 well to appraise the 2018 West Willow oil discovery.
 
 
In late 2018, we commenced appraisal of the Putu
 
Discovery with a long reach well from
 
existing Alpine CD4
infrastructure.
 
The CD4 appraisal well finished drilling
 
and flow tested in 2019.
 
A supporting injector well
was drilled in late 2019 for a 2020 injectivity test.
 
The Cairn 2S-315 Well was drilled in late 2018 from the 2S drill site on state leases
 
in the Kuparuk River Unit.
 
A long-term flow test was commenced in 2019 and
 
evaluations are ongoing.
 
 
A 3-D
 
seismic survey was completed in 2018 over
 
a 250-mile area on state lands.
 
We are currently evaluating
this seismic data for future exploration opportunities.
 
We were successful in the federal lease sale on the North Slope in the fourth quarter
 
of 2019, where we were
the high bidder on three tracts for a total of
 
approximately 33,000 net acres.
 
 
Acquisitions
In the third quarter of 2019, we completed the
 
Nuna discovery acreage acquisition, expanding
 
the Kuparuk
River Unit by 21,000 acres and leveraging legacy
 
infrastructure.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
6
 
Transportation
We transport the petroleum liquids produced on the North Slope to south central
 
Alaska through an 800-mile
pipeline that is part of Trans-Alaska Pipeline System (TAPS).
 
We have a 29.1
 
percent ownership interest in
TAPS, and we also have ownership interests in the Alpine, Kuparuk and Oliktok pipelines
 
on the North Slope.
 
Our wholly owned subsidiary, Polar Tankers, Inc., manages the marine transportation of our North Slope
production, using five company-owned, double-hulled
 
tankers,
 
and charters third-party vessels as necessary.
 
The tankers deliver oil from Valdez, Alaska, primarily to refineries on the west coast of the U.S.
 
 
LOWER 48
 
The Lower 48 segment consists of operations located
 
in the contiguous U.S. and the Gulf of Mexico.
 
Organized into the Gulf Coast and Great Plains business
 
units, we hold 10.4
 
million net onshore and offshore
acres, with a portfolio of conventional production from
 
legacy assets as well as newer production from
 
our low
cost of supply, shorter cycle time, resource-rich unconventional plays.
 
Based on 2019 production volumes, the
Lower 48 is the company’s largest segment and contributed 39 percent of our
 
worldwide liquids production
and 22 percent of our natural gas production.
 
 
2019
Interest
Operator
Liquids
MBD
Natural Gas
MMCFD
Total
MBOED
Average Daily Net Production
Eagle Ford
Various
%
Various
174
251
216
Gulf of Mexico
Various
Various
15
11
16
Gulf Coast—Other
Various
Various
3
9
5
 
Total Gulf Coast
192
271
237
Bakken
Various
Various
82
92
97
Permian Unconventional
Various
Various
40
94
56
Permian Conventional
Various
Various
20
59
30
Anadarko Basin
Various
Various
5
58
14
Wyoming/Uinta
Various
Various
-
36
6
Niobrara*
Various
Various
8
12
11
 
Total Great Plains
155
351
214
Total Lower 48
347
622
451
*Classified as held-for-sale as of December 31, 2019.
 
See 'Dispositions' below for additional information.
 
 
Onshore
We hold 10.3
 
million net acres of onshore conventional
 
and unconventional acreage in the Lower
 
48, the
majority of which is either held by production or
 
owned by the company.
 
Our unconventional holdings total
approximately 1.7 million net acres in the following
 
areas:
 
 
 
610,000 net acres in the Bakken, located in
 
North Dakota and eastern Montana.
 
 
234,000 net acres in Central Louisiana, where
 
we recently announced our intention to
 
discontinue
exploration activities.
 
201,000 net acres in the Eagle Ford, located in South
 
Texas.
 
 
167,000 net acres in the Permian, located in West Texas and southeastern New Mexico.
 
98,000 net acres in the Niobrara, located in northeastern
 
Colorado.
 
 
363,000 net acres in other areas with unconventional
 
potential.
 
 
 
 
7
 
The majority of our 2019 onshore production
 
originated from the Big 3—Eagle Ford,
 
Bakken and Permian
Unconventional.
 
Onshore activities in 2019 were centered mostly
 
on continued development of assets, with an
emphasis on areas with low cost of supply, particularly in growing unconventional
 
plays.
 
Our major focus
areas in 2019 included the following:
 
 
 
Eagle Ford—The Eagle Ford continued full-field
 
development in 2019.
 
We operated seven rigs on
average in 2019, resulting in 155 operated wells
 
drilled and 166 operated wells brought online.
 
Production increased 16 percent in 2019 compared
 
with 2018, averaging 216 MBOED and 186
MBOED, respectively.
 
 
Bakken—We operated an average of three rigs during the year in the Bakken and participated
 
in
additional development activities operated by co-venturers.
 
We continued our pad drilling with 62
operated wells drilled during the year and 44
 
operated wells brought online.
 
Production increased 15
percent in 2019
 
compared with 2018, averaging 97 MBOED
 
and 84 MBOED, respectively.
 
 
Permian Basin—The Permian Basin is a combination
 
of legacy conventional and unconventional
assets.
 
We operated an average of three rigs during the year in the Permian Basin, resulting
 
in 29
operated wells drilled and 35 operated wells brought
 
online.
 
The Permian Basin produced 86
MBOED in 2019, increasing 30 percent compared
 
with 2018, including 56 MBOED of
unconventional production.
 
Gulf of Mexico
At year-end 2019, our portfolio of producing properties
 
in the Gulf of Mexico totaled approximately 60,000
net acres.
 
A majority of the production consists
 
of three fields operated by co-venturers:
 
 
15.9 percent nonoperated working interest in
 
the unitized Ursa Field located in the Mississippi
 
Canyon
Area.
 
15.9 percent nonoperated working interest in
 
the Princess Field, a northern subsalt extension
 
of the
Ursa Field.
 
12.4 percent nonoperated working interest in
 
the unitized K2 Field, comprised of seven blocks
 
in the
Green Canyon Area.
 
Dispositions
We have terminal and pipeline use agreements with Golden Pass LNG Terminal and affiliated Golden Pass
Pipeline near Sabine Pass, Texas, intended to provide us with terminal and pipeline
 
capacity for the receipt,
storage and regasification of LNG purchased from
 
Qatar Liquefied Gas Company Limited (3) (QG3).
 
We
previously held a 12.4 percent interest in
 
Golden Pass LNG Terminal and Golden Pass Pipeline, but we sold
those interests in the second quarter of 2019 while
 
retaining the basic use agreements.
 
In the fourth quarter of 2019, we completed the sale
 
of our interests
 
in the Magnolia Field in the Gulf of
Mexico.
 
Production from this disposed asset
 
was less than one MBOED in 2019.
 
In the fourth quarter of 2019, we entered into an
 
agreement to sell our interests in the Niobrara,
 
with an
anticipated closing date in the first quarter
 
of 2020.
 
Production from the interests to be disposed
 
was
approximately 11 MBOED in 2019.
 
In January 2020, we entered into an agreement to
 
sell our interests in certain non-core properties
 
for $186
million, plus customary adjustments.
 
The assets met the held for sale criteria in January
 
2020 and the
transaction is expected to be completed in the
 
first quarter of 2020.
 
This disposition will not have a significant
impact on Lower 48 production.
 
 
For additional information on these transactions,
 
see Note 5—Asset Acquisitions and Dispositions,
 
in the
Notes to Consolidated Financial Statements.
 
 
 
8
 
Exploration
 
Our exploration focus is on onshore unconventional
 
plays, which in 2019 included the Delaware
 
in the
Permian Basin, and the Eagle Ford in south Texas.
 
In the third quarter of 2019, we announced our
 
decision to
discontinue exploration activities in the Central
 
Louisiana Austin Chalk.
 
Facilities
 
 
Lost Cabin Gas Plant—We operate and own a 46 percent interest in the Lost Cabin
 
Gas Plant, a 246
MMCFD capacity natural gas processing facility
 
in Lysite, Wyoming.
 
The plant is currently operating at
less than capacity due to a fire in December 2018.
 
Restoration efforts are ongoing and anticipated to be
completed in the second half of 2020.
 
The expected production loss in 2020 is
 
immaterial to the segment.
 
Helena Condensate Processing Facility—We operate and own the Helena Condensate
 
Processing Facility,
a 110 MBD condensate processing plant located in Kenedy, Texas.
 
 
Sugarloaf Condensate Processing Facility—We operate and own an 87.5 percent interest
 
in the Sugarloaf
Condensate Processing Facility, a 30 MBD condensate processing plant located
 
near Pawnee,
 
Texas.
 
Bordovsky Condensate Processing Facility—We operate and own the Bordovsky Condensate
 
Processing
Facility, a 15 MBD condensate processing plant located in Kenedy, Texas.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
9
CANADA
 
Our Canadian operations mainly consist of the
 
Surmont oil sands development in Alberta
 
and the liquids-rich
Montney unconventional play in British Columbia.
 
In 2019, operations in Canada contributed
 
7 percent of our
worldwide liquids production and less than 1 percent
 
of our natural gas production.
 
2019
Natural
Liquids
Gas
Bitumen
Total
Interest
Operator
MBD
MMCFD
MBD
MBOED
Average Daily Net Production
Surmont
50.0
%
ConocoPhillips
-
-
60
60
Montney
100.0
ConocoPhillips
1
9
-
3
Total Canada
1
9
60
63
 
 
Surmont
Our bitumen resources in Canada are produced
 
via an enhanced thermal oil recovery method
 
called SAGD,
whereby steam is injected into the reservoir, effectively liquefying the heavy
 
bitumen, which is recovered and
pumped to the surface for further processing.
 
We hold approximately 0.6 million net acres of land in the
Athabasca Region of northeastern Alberta.
 
The Surmont oil sands leases are located approximately
 
35 miles south of Fort McMurray, Alberta.
 
Surmont
is a 50/50 joint venture with Total S.A.
 
The second phase of the Surmont Project achieved
 
first production in
2015 and reached peak production in 2018.
 
We are focused on structurally lowering costs, reducing GHG
intensity and optimizing asset performance.
 
 
The Alberta government imposed a production
 
curtailment impacting the industry beginning
 
in January 2019.
 
The curtailment measure,
 
which impacted our annualized average production
 
by 3 MBOED in 2019, is
intended to strengthen the WCS differential to WTI at
 
Hardisty.
 
The curtailment program is established and
administered by the Alberta Energy Regulator under the
Curtailment Rules
 
regulation, which is currently set to
expire on December 31, 2020.
 
Montney
We hold approximately 151,000 net acres in the emerging unconventional Montney play
 
in northeast British
Columbia.
 
Our Montney activity in 2019 included drilling
 
16 horizontal wells, completing 14 horizontal
 
wells
and acquiring approximately 6,000 additional net
 
acres.
 
Production from our 2019 drilling program
commenced in February 2020 following the completion
 
of third-party offtake facilities.
 
Appraisal drilling and completions activity
 
will continue in 2020 to further explore the area’s resource
potential.
 
Exploration
 
Our primary exploration focus is assessing our
 
Montney onshore unconventional acreage
 
in Western Canada.
 
Additionally, we have exploration acreage in the Mackenzie Delta/Beaufort
 
Sea Region and the Arctic Islands.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
10
EUROPE AND NORTH AFRICA
 
The Europe and North Africa segment consisted
 
of operations in Norway, Libya and the U.K. and exploration
activities in Norway and Libya.
 
In 2019, operations in Europe and North Africa contributed
 
16 percent of our
worldwide liquids production and 17 percent of natural
 
gas production.
 
 
Norway
2019
Liquids
Natural Gas
Total
Interest
Operator
MBD
MMCFD
MBOED
Average Daily Net Production
Greater Ekofisk Area
35.1
%
ConocoPhillips
50
44
57
Heidrun
24.0
Equinor
14
29
19
Alvheim
20.0
Aker BP
10
12
12
Visund
9.1
Equinor
4
46
12
Aasta Hansteen
10.0
Equinor
-
64
11
Troll
1.6
Equinor
2
49
10
Other
Various
Equinor
8
10
10
Total Norway
88
254
131
 
 
The Greater Ekofisk Area is located approximately
 
200 miles offshore Stavanger, Norway, in the North Sea,
and comprises three producing fields: Ekofisk,
 
Eldfisk and Embla.
 
Crude oil is exported to Teesside, England,
and the natural gas is exported to Emden,
 
Germany.
 
The Ekofisk and Eldfisk fields consist
 
of several
production platforms and facilities, including
 
the Ekofisk South and Eldfisk II developments.
 
Continued
development drilling in the Greater Ekofisk
 
Area is expected to contribute additional production
 
over the
coming years, as additional wells come online.
 
The Heidrun Field is located in the Norwegian
 
Sea.
 
Produced crude oil is stored in a floating
 
storage unit and
exported via shuttle tankers.
 
Part of the natural gas is currently injected into
 
the reservoir for optimization of
crude oil production,
 
some gas is transported for use as feedstock in
 
a methanol plant in Norway, in which we
own an 18 percent interest,
 
and the remainder is transported to Europe via
 
gas processing terminals in Norway.
 
The Alvheim Field is located in the northern part of
 
the North Sea near the border with the
 
U.K. sector, and
consists of a FPSO vessel and subsea installations.
 
Produced crude oil is exported via shuttle
 
tankers, and
natural gas is transported to the Scottish Area
 
Gas Evacuation (SAGE) Terminal at St. Fergus, Scotland,
through the SAGE Pipeline.
 
Visund is an oil and gas field located in the North Sea and consists of a floating
 
drilling, production and
processing unit, and subsea installations.
 
Crude oil is transported by pipeline to a nearby
 
third-party field for
storage and export via tankers.
 
The natural gas is transported to a gas processing
 
plant at Kollsnes, Norway,
through the Gassled transportation system.
 
Aasta Hansteen is located in the Norwegian
 
Sea and achieved first production in December
 
2018.
 
Produced
condensate is loaded onto shuttle tankers
 
and transported to market.
 
Gas is transported through the Polarled
gas pipeline to the onshore Nyhamna processing
 
plant for final processing prior to export
 
to market.
 
The Troll Field lies in the northern part of the North Sea and consists
 
of the Troll A, B and C platforms.
 
The
natural gas from Troll A is transported to Kollsnes, Norway.
 
Crude oil from floating platforms Troll B and
Troll C is transported to Mongstad, Norway, for storage and export.
 
We also have varying ownership interests in two other producing fields in the Norway
 
sector of the North Sea.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
11
Exploration
 
In 2019, we operated the Busta and Enniberg exploration
 
wells in Block 25/7 in the North Sea.
 
The Busta well
encountered hydrocarbons and will be evaluated
 
for future appraisal consideration.
 
The Enniberg well
encountered insufficient hydrocarbons and was expensed
 
as a dry hole in 2019.
 
We also participated in the
Canela exploration well in the Heidrun area of the
 
Norwegian Sea.
 
The well encountered hydrocarbons and
will be further evaluated to determine commerciality.
 
In 2019, we were awarded two new exploration
licenses; PL1001 and PL1009; and one acreage
 
addition, PL782SD.
 
Transportation
We own a 35.1 percent interest in the Norpipe Oil Pipeline System, a 220-mile pipeline
 
which carries crude oil
from Ekofisk to a crude oil stabilization
 
and NGLs processing facility in Teesside, England.
 
United Kingdom
2019
Natural
Liquids
 
Gas
Total
Interest
Operator
MBD
MMCFD
MBOED
Average Daily Net Production
Britannia Satellites*
26.3–93.8
%
ConocoPhillips
7
55
16
J-Area
32.5–36.5
ConocoPhillips
6
38
12
Britannia
58.7
ConocoPhillips
2
49
10
East Irish Sea
100.0
Spirit Energy
-
48
8
Clair
7.5
BP
4
1
4
Other
Various
Various
-
2
-
Total United Kingdom
19
193
50
*Includes the Chevron-operated Alder Field, ConocoPhillips equity interest was 26.3 percent.
 
 
On September 30, 2019, we completed the sale of
 
two ConocoPhillips U.K. subsidiaries
 
to Chrysaor E&P
Limited, including all of our producing assets
 
in the U.K.
 
Annualized average production from the assets
 
sold
was 50 MBOED in 2019.
 
For additional information on this transaction,
 
see Note 5—Asset Acquisitions and
Dispositions, in the Notes to Consolidated Financial
 
Statements.
 
 
We retained our Teesside,
 
England oil terminal, where we are the operator
 
and have a 40.25 percent ownership
interest, to support our Norway operations.
 
 
Libya
2019
Natural
Liquids
Gas
Total
Interest
Operator
MBD
MMCFD
MBOED
Average Daily Net Production
Waha Concession
16.3
%
Waha Oil Co.
38
31
43
Total Libya
38
31
43
 
 
The Waha Concession consists of multiple concessions and encompasses nearly
 
13 million gross acres in the
Sirte Basin.
 
Our production operations in Libya and related
 
oil exports have periodically been interrupted
 
over
the last several years due to the shutdown of the
 
Es Sider crude oil export terminal.
 
In 2019, we had 19 crude
liftings from Es Sider.
 
The number of crude liftings from the Es Sider
 
crude oil export terminal in 2020 is
uncertain due to civil unrest.
 
In January 2020, we declared Force Majeure to
 
our crude shippers following the
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
12
blockade of the Es Sider crude oil export terminal
 
and the declaration of Force Majeure by the
 
National Oil
Corporation of Libya.
 
 
ASIA PACIFIC AND MIDDLE EAST
 
The Asia Pacific and Middle East segment has
 
exploration and production operations
 
in China, Indonesia,
Malaysia and Australia and producing operations
 
in Qatar and Timor-Leste.
 
In 2019, operations in the Asia
Pacific and Middle East segment contributed 13
 
percent of our worldwide liquids production
 
and 60 percent of
natural gas production.
 
 
Australia and Timor-Leste
2019
Natural
Liquids
 
Gas
Total
Interest
Operator
MBD
MMCFD
MBOED
Average Daily Net Production
ConocoPhillips/
Australia Pacific LNG
37.5
%
Origin Energy
-
679
113
Bayu-Undan*
56.9
ConocoPhillips
10
194
43
Athena/Perseus*
50.0
ExxonMobil
-
31
5
Total Australia and Timor-Leste
10
904
161
*This asset is held-for-sale as of December 31, 2019.
 
See Note 5—Asset Acquisitions and Dispositions, in the Notes
 
to Consolidated Financial
Statements, for additional information.
 
 
Australia Pacific LNG
Australia Pacific LNG Pty Ltd (APLNG), our
 
joint venture with Origin Energy Limited and China
Petrochemical Corporation (Sinopec), is focused
 
on producing CBM from the Bowen and Surat
 
basins in
Queensland, Australia,
 
to supply the domestic gas market and convert
 
the CBM into LNG for export.
 
Origin
operates APLNG’s upstream production and pipeline system, and we operate
 
the downstream LNG facility,
located on Curtis Island near Gladstone, Queensland,
 
as well as the LNG export sales business.
 
 
We operate two fully subscribed 4.5-million-metric-tonnes-per-year LNG trains.
 
Approximately 3,900 net
wells are ultimately expected to supply both the
 
LNG sales contracts and domestic gas market.
 
The wells are
supported by gathering systems, central gas processing
 
and compression stations, water treatment
 
facilities,
and an export pipeline connecting the gas fields
 
to the LNG facilities.
 
The LNG is being sold to Sinopec under
20-year sales agreements for 7.6 million metric
 
tonnes of LNG per year, and Japan-based Kansai Electric
Power Co., Inc. under a 20-year sales agreement
 
for approximately 1 million metric
 
tonnes of LNG per year.
 
 
As of December 31, 2019, APLNG has an outstanding
 
balance of $6.7 billion on a $8.5 billion
 
project finance
facility.
 
In late 2018 and early 2019, APLNG successfully
 
refinanced $4.6 billion of the project finance
facility through three separate transactions,
 
which added lower cost United States Private
 
Placement (USPP)
bond and commercial bank facilities.
 
In conjunction with these transactions, APLNG
 
made voluntary
repayments of $2.2 billion to a syndicate of
 
Australian and international commercial banks
 
and fully
extinguished $2.4 billion of financing from the
 
Export-Import Bank of China.
 
Project finance interest
payments are bi-annual, concluding September
 
2030.
 
For additional information, see Note 3—Variable Interest Entities,
 
Note 6—Investments, Loans and Long-
Term Receivables and Note 12—Guarantees, in the Notes to Consolidated
 
Financial Statements.
 
 
 
 
 
 
 
13
Bayu-Undan
The Bayu-Undan gas condensate field is
 
located in the Timor Sea Joint Petroleum Development Area between
Timor-Leste and Australia.
 
We also operate and own a 56.9 percent interest in the associated Darwin LNG
Facility, located at Wickham Point, Darwin.
 
The Bayu-Undan natural gas recycle facility
 
processes wet gas; separates, stores and offloads condensate,
propane and butane; and re-injects dry gas back
 
into the reservoir.
 
In addition, a 310-mile natural gas pipeline
connects the facility to the 3.5-million-metric-tonnes-per-year
 
capacity Darwin LNG Facility.
 
Produced
natural gas is piped to the Darwin LNG Plant, where
 
it is converted into LNG before being transported
 
to
international markets.
 
In 2019, we sold 133 billion gross cubic feet
 
of LNG primarily to utility customers
 
in
Japan.
 
Athena/Perseus
The Athena production license (WA-17-L) in which we had a 50 percent working interest is located
 
offshore
Western Australia and our entitlement to production ended in the fourth quarter of 2019.
 
Annualized average
production from this license was five MBOED in
 
2019.
 
 
 
Exploration
We operate three exploration permits in the Browse Basin, offshore northwest Australia, in which
 
we own a 40
percent interest in permits WA-315-P,
 
WA-398-P and TP 28, of the Greater Poseidon
 
Area.
 
Phase I of the
Browse Basin drilling campaign resulted in
 
three discoveries in the Greater Poseidon Area and
 
Phase II
resulted in five additional discoveries.
 
All wells have been plugged and abandoned.
 
 
We operate two retention leases in the Bonaparte Basin, offshore northern Australia, where we
 
own a 37.5
percent interest in the Barossa and Caldita discoveries.
 
In April 2018, Barossa entered the FEED phase
 
of
development which continued
 
through 2019.
 
During the FEED phase, costs and the technical
 
definition for the
project will be finalized, gas and condensate sales
 
agreements progressed, and access arrangements
 
negotiated
with the owners of the Darwin LNG Facility
 
and Bayu-Darwin Pipeline.
 
In December 2019, we entered into an agreement
 
with 3D Oil to acquire a 75 percent interest
 
and operatorship
of an offshore Tasmanian Permit located in the Otway Basin.
 
The farm-in agreement is conditional upon the
agreement and signing of a JOA by both parties
 
and required government approvals.
 
We plan to conduct a 3D
seismic survey in the second half of 2020.
 
This activity is excluded from the dispositions
 
discussed below.
 
Dispositions
In the second quarter of 2019, we completed the sale
 
of our 30 percent interest in the Greater Sunrise
 
Fields to
the government of Timor-Leste.
 
In October 2019, we entered into an agreement to sell
 
the subsidiaries that hold our Australia-West assets and
operations to Santos with an expected completion
 
date in the first quarter of 2020, subject to regulatory
approvals and other specific conditions precedent.
 
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 40 percent interest in the Greater
 
Poseidon Fields, and our 50 percent interest
 
in the Athena Field.
 
Production associated with the Australia-West assets to be sold was 48 MBOED in
 
2019.
 
 
For additional information on these transactions,
 
see Note 5—Asset Acquisitions and Dispositions,
 
in the
Notes to Consolidated Financial Statements.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
14
Indonesia
2019
Natural
Liquids
 
Gas
Total
Interest
Operator
MBD
MMCFD
MBOED
Average Daily Net Production
South Sumatra
54
%
ConocoPhillips
2
321
56
Total Indonesia
2
321
56
 
 
During 2019, we operated
 
three PSCs in Indonesia:
 
the Corridor Block and South Jambi “B,” both
 
located in
South Sumatra, and Kualakurun in Central
 
Kalimantan.
 
Currently, we have production from the Corridor
Block.
 
 
South Sumatra
The Corridor PSC consists
 
of two oil fields and seven producing natural gas fields.
 
Natural gas is supplied
from the Grissik and Suban gas processing
 
plants to the Duri steamflood in central Sumatra
 
and to markets in
Singapore, Batam and West Java.
 
In 2019, we were awarded a 20-year extension,
 
with new terms, of the
Corridor PSC.
 
Under these terms, we retain a majority
 
interest and continue as operator for at least
 
three years
after 2023 and retain a participating interest
 
until 2043.
 
Production from the South Jambi “B” PSC has reached
 
depletion and field development has been suspended.
 
This PSC expired
 
on January 26, 2020 and has been returned to
 
the Government of Indonesia.
 
 
Exploration
 
We hold a 60 percent working interest in the Kualakurun PSC.
 
After completion of prospect evaluation,
 
we
and the other joint venture partners decided to relinquish
 
all of the remaining acreage to the Government
 
of
Indonesia.
 
 
Transportation
We are a 35 percent owner of a consortium company that has a 40 percent ownership
 
in PT Transportasi Gas
Indonesia, which owns and operates the Grissik
 
to Duri and Grissik to Singapore natural
 
gas pipelines.
 
China
2019
Natural
Liquids
Gas
Total
Interest
Operator
MBD
MMCFD
MBOED
Average Daily Net Production
Penglai
49.0
%
CNOOC
29
-
29
Panyu
24.5
CNOOC
6
-
6
Total China
35
-
35
 
 
Penglai
The
 
Penglai
 
19-3,
 
19-9
 
and
 
25-6
 
fields
 
are
 
located
 
in
 
Bohai
 
Bay
 
Block
 
11/05
 
and
 
are
 
in
 
various
 
stages
 
of
development.
 
As
 
part
 
of
 
further
 
development
 
of
 
the
 
Penglai
 
19-9
 
Field,
 
the
 
wellhead
 
platform
 
J
 
Project
 
achieved
 
first
production in 2016.
 
This project will
 
include 62 wells,
 
57 of
 
which have
 
been completed and
 
brought online
through December 2019.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
15
The
 
Penglai
 
19-3/19-9
 
Phase
 
3
 
Project
 
consists
 
of
 
three
 
new
 
wellhead
 
platforms
 
and
 
a
 
central
 
processing
platform.
 
First oil from Phase 3 was achieved in 2018 for two of
 
the platforms, with the third platform planned
to come
 
online in
 
the second
 
quarter of
 
2020.
 
This project
 
could include
 
up to
 
186 wells,
 
42 of
 
which have
been completed and brought online through December
 
2019.
 
 
In December 2018, we sanctioned the Penglai 25-6
 
Phase 4A Project.
 
This project consists of one new
wellhead platform and anticipates 62 new wells.
 
First production is expected in 2021.
 
 
Panyu
Our production license for Panyu 4-2, 5-1 and
 
11-6 located in Block 15/34 in the South China Sea expired
 
in
September 2019.
 
Annualized average production from these licenses
 
were six MBOED in 2019.
 
We still have a license for Panyu 4-1 in Block 15/34 and are evaluating this area for potential
 
development.
 
Exploration
Exploration activities in the Bohai Penglai Field during
 
2019 consisted of two successful appraisal
 
wells, a
full-field 3-D seismic program covering existing and
 
future development opportunities, and an infill
compressive seismic imaging (CSI) survey to improve
 
imaging beneath the gas cloud in support
 
of future
development projects.
 
In Block 15/34,
 
one exploration well was drilled in the Panyu
 
4-1E prospect and was
expensed as a dry hole.
 
Malaysia
2019
Natural
Liquids
Gas
Total
Interest
Operator
MBD
MMCFD
MBOED
Average Daily Net Production
Gumusut
29.0
%
Shell
23
-
23
Kebabangan (KBB)
30.0
KPOC
3
91
18
Malikai
35.0
Shell
15
-
15
Siakap North-Petai
21.0
PTTEP
1
-
1
Total Malaysia
42
91
57
 
We have varying stages of exploration, development and production activities across
 
2.2 million net acres in
Malaysia, with working interests in six PSCs.
 
Three of these PSCs are located off the eastern Malaysian
 
state
of Sabah: Block G, Block J and the Kebabangan
 
Cluster (KBBC).
 
We operated
 
three exploration blocks,
Block SK304, Block SK313 and Block WL4-00,
 
off the eastern Malaysian state of Sarawak.
 
Block J
Gumusut
First production from the Gumusut Field occurred
 
from an early production system in
 
2012.
 
Production from
a permanent, semi-submersible Floating Production
 
System was achieved in 2014.
 
We currently have a 29
percent working interest in the Gumusut Field following
 
the redetermination of the Block J and Block
 
K
Malaysia Unit in 2017.
 
Gumusut Phase 2 first oil was achieved in 2019.
 
 
KBBC
The KBBC PSC grants us a 30 percent working
 
interest in the KBB, Kamunsu East and Kamunsu
 
East
Upthrown Canyon gas and condensate fields.
 
 
KBB
First production from the KBB gas field was
 
achieved in 2014.
 
During 2019, KBB tied-in to a nearby third-
party floating LNG vessel which provided increased
 
gas offtake capacity.
 
Production in 2020 is anticipated to
be impacted between 15 to 20 MBOED due to the
 
rupture of a third-party pipeline, in January 2020,
 
which
 
 
 
 
 
 
 
 
 
 
 
 
 
16
carries gas production from the KBB gas field to
 
market.
 
The extent of the required pipeline repairs, and the
amount of time required to return this pipeline
 
to full service is still being evaluated.
 
 
Kamunsu East
Development options for the Kamunsu East gas field
 
are being evaluated.
 
 
Block G
Malikai
We hold a 35 percent working interest in Malikai.
 
This field achieved first production in December 2016
 
via
the Malikai Tension Leg Platform, ramping to peak production in 2018.
 
The KMU-1 exploration well was
completed and started producing through the Malikai
 
platform in 2018.
 
Malikai Phase 2 development,
 
a 6-
well drilling campaign that will commence in 2020,
 
reached a final investment decision in
 
late 2019.
 
Siakap North-Petai
We hold a 21 percent working interest in the unitized Siakap North-Petai oil field.
 
Exploration
In 2016, we entered into a farm-in agreement to
 
acquire a 50 percent working interest in Block SK
 
313, a 1.4
million gross-acre exploration block offshore Sarawak,
 
with an effective date of January 2017.
 
Following
completion of the Sadok-1 exploration well in January
 
2017, we assumed operatorship of the block
 
from
PETRONAS and completed a 3-D seismic survey.
 
We have no plans for further exploration activity in this
block.
 
In 2017, we were awarded operatorship and a
 
50 percent working interest in Block WL4-00,
 
which included
the existing Salam-1 oil discovery and encompassed
 
0.6 million gross acres.
 
In 2018 and 2019, two
exploration and two appraisal wells were drilled,
 
resulting in oil discoveries under evaluation
 
at Salam and
Benum, while two Patawali wells were expensed
 
as dry holes in 2019.
 
 
In 2018, we were awarded a 50 percent working
 
interest and operatorship of Block SK304 encompassing
 
2.1
million gross acres offshore Sarawak.
 
We acquired 3-D seismic over the acreage and completed processing of
this data in 2019.
 
The Gemilang-1 exploration well in Block J
 
was completed in late 2018.
 
Development options are being
evaluated.
 
 
 
Qatar
2019
Natural
Liquids
Gas
Total
Interest
Operator
MBD
MMCFD
MBOED
Average Daily Net Production
Qatargas Operating
QG3
30.0
%
Company Limited
21
373
83
Total Qatar
21
373
83
 
 
QG3 is an integrated development jointly owned
 
by Qatar Petroleum (68.5 percent), ConocoPhillips
(30 percent) and Mitsui & Co., Ltd. (1.5 percent).
 
QG3 consists of upstream natural gas production
 
facilities,
which produce approximately 1.4 billion gross cubic
 
feet per day of natural gas from Qatar’s North Field
 
over
a 25-year life, in addition to a 7.8 million gross
 
tonnes-per-year LNG facility.
 
LNG is shipped in leased LNG
carriers destined for sale globally.
 
 
 
 
17
QG3 executed the development of the onshore and
 
offshore assets as a single integrated development
 
with
Qatargas 4 (QG4), a joint venture between Qatar Petroleum
 
and Royal Dutch Shell plc.
 
This included the joint
development of offshore facilities situated in a common
 
offshore block in the North Field, as well as the
construction of two identical LNG process trains
 
and associated gas treating facilities
 
for both the QG3 and
QG4 joint ventures.
 
Production from the LNG trains and associated
 
facilities is combined and shared.
 
 
OTHER INTERNATIONAL
 
The Other International segment includes exploration
 
activities in Colombia, Chile and Argentina and
contingencies associated with prior operations.
 
Colombia
We have an 80 percent operated interest in the Middle Magdalena Basin Block
 
VMM-3.
 
The block extends
over approximately 67,000 net acres and contains
 
the Picoplata-1 Well,
 
which completed drilling in 2015 and
testing in 2017.
 
Plug and abandonment activity started during
 
2018 and completed in 2019.
 
In addition, we
have an 80 percent working interest in the VMM-2
 
Block which extends over approximately
 
58,000 net acres
and is contiguous to the VMM-3 Block.
 
As part of a case brought forward by environmental
 
groups, the
Highest Administrative Court granted a preliminary
 
injunction temporarily suspending hydraulic fracturing
activities until the substance of the case is decided.
 
As a result, ConocoPhillips filed two separate Force
Majeure requests before the competent authority
 
for both blocks, which were granted.
 
Chile
 
We have a 49 percent interest in the Coiron Block located in the Magallanes Basin
 
in southern Chile.
 
 
Argentina
In January 2019, we secured a 50 percent nonoperated
 
interest in the El Turbio Este Block, within the Austral
Basin in southern Argentina.
 
In 2019, we acquired and processed 3-D
 
seismic covering approximately 500
square miles,
 
with evaluation of the data ongoing.
 
In November 2019, we acquired interests in
 
two nonoperated blocks in the Neuquén Basin
 
targeting the Vaca
Muerta play.
 
We have a 50 percent interest in the Bandurria Norte Block and a 45 percent interest
 
in the
Aguada Federal Block.
 
In Bandurria Norte, one vertical and four horizontal
 
wells were tested and shut-in
during 2019.
 
In Aguada Federal, two horizontal wells
 
were being tested at the end of the year.
 
Venezuela and Ecuador
For discussion of our contingencies in Venezuela and Ecuador, see Note 13—Contingencies and
Commitments, in the Notes to Consolidated Financial
 
Statements.
 
 
OTHER
 
 
Marketing Activities
Our Commercial organization manages our worldwide
 
commodity portfolio, which mainly includes
 
natural
gas, crude oil, bitumen, NGLs and LNG.
 
Marketing activities are performed through offices
 
in the U.S.,
Canada, Europe and Asia.
 
In marketing our production, we attempt to
 
minimize flow disruptions, maximize
realized prices and manage credit-risk exposure.
 
Commodity sales are generally made at
 
prevailing market
prices at the time of sale.
 
We also purchase and sell third-party volumes to better position the company
 
to
satisfy customer demand while fully utilizing
 
transportation and storage capacity.
 
Natural Gas
Our natural gas production, along with third-party
 
purchased gas, is primarily marketed
 
in the U.S., Canada,
Europe and Asia.
 
Our natural gas is sold to a diverse client portfolio
 
which includes local distribution
companies; gas and power utilities; large industrials;
 
independent, integrated or state-owned oil and gas
 
 
 
 
 
 
18
companies; as well as marketing companies.
 
To reduce our market exposure and credit risk, we also transport
natural gas via firm and interruptible transportation
 
agreements to major market hubs.
 
 
Crude Oil, Bitumen and Natural Gas Liquids
 
Our crude oil, bitumen and NGL revenues are
 
derived from production in the U.S., Canada,
 
Australia, Asia,
Africa and Europe.
 
These commodities are primarily sold under contracts
 
with prices based on market indices,
adjusted for location, quality and transportation.
 
 
LNG
LNG marketing efforts are focused on equity LNG
 
production facilities located in Australia
 
and Qatar.
 
LNG
is primarily sold under long-term contracts
 
with prices based on market indices.
 
 
Energy Partnerships
Marine Well Containment Company (MWCC)
 
We are a founding member of the MWCC, a non-profit organization formed in 2010, which
 
provides well
containment equipment and technology in the
 
deepwater U.S. Gulf of Mexico.
 
MWCC’s containment system
meets the U.S. Bureau of Safety and Environmental
 
Enforcement requirements for a subsea well
 
containment
system that can respond to a deepwater well
 
control incident in the U.S. Gulf of Mexico.
 
For additional
information, see Note 3—Variable Interest Entities, in the Notes to Consolidated Financial
 
Statements.
 
 
Subsea Well Response Project (SWRP)
In 2011, we, along with several leading oil and gas companies, launched
 
the SWRP, a non-profit organization
based in Stavanger, Norway, which was created to enhance the industry’s capability to respond to international
subsea well control incidents.
 
Through collaboration with Oil Spill Response
 
Limited, a non-profit
organization in the U.K., subsea well intervention equipment
 
is available for the industry to use in the event
 
of
a subsea well incident.
 
This complements the work being undertaken
 
in the U.S. by MWCC and provides well
capping and
 
containment capability outside the U.S.
 
Oil Spill Response Removal Organizations (OSROs)
We maintain memberships in several OSROs across the globe as a key element of
 
our preparedness program in
addition to internal response resources.
 
Many of the OSROs are not-for-profit cooperatives
 
owned by the
member companies wherein we may actively
 
participate as a member of the board of directors,
 
steering
committee, work group or other supporting role.
 
Globally, our primary OSRO is Oil Spill Response Ltd.
based in the U.K., with facilities in several
 
other countries and the ability to respond anywhere
 
in the world.
 
In
North America, our primary OSROs include the
 
Marine Spill Response Corporation for the continental
 
United
States and Alaska Clean Seas and Ship Escort/Response
 
Vessel
 
System for the Alaska North Slope and Prince
William Sound, respectively.
 
Internationally, we maintain memberships in various regional OSROs including
the Norwegian Clean Seas Association for Operating
 
Companies, Australian Marine Oil Spill Center
 
and
Petroleum Industry of Malaysia Mutual Aid
 
Group.
 
 
Technology
We have several technology programs that improve our ability to develop unconventional
 
reservoirs, produce
heavy oil economically with less emissions,
 
improve the efficiency of our exploration program, increase
recoveries from our legacy fields, and implement sustainability
 
measures.
 
Our Optimized Cascade
®
 
LNG liquefaction technology business continues
 
to be successful with the demand
for new LNG plants.
 
The technology has been licensed for use in 26
 
LNG trains around the world, with
feasibility studies ongoing for additional
 
trains.
 
 
19
RESERVES
 
We have not filed any information with any other federal authority or agency with respect
 
to our estimated
total proved reserves at December 31, 2019.
 
No difference exists between our estimated total proved
 
reserves
for year-end 2018 and year-end 2017, which are shown in
 
this filing, and estimates of these reserves shown
 
in
a filing with another federal agency in 2019.
 
 
DELIVERY COMMITMENTS
 
We sell crude oil and natural gas from our producing operations under a variety
 
of contractual arrangements,
some of which specify the delivery of a fixed and
 
determinable quantity.
 
Our commercial organization also
enters into natural gas sales contracts where the
 
source of the natural gas used to fulfill the
 
contract can be the
spot market or a combination of our reserves and the
 
spot market.
 
Worldwide, we are contractually committed
to deliver approximately 1.1
 
trillion cubic feet of natural gas, including approximately
 
75 billion cubic feet
related to the noncontrolling interests of consolidated
 
subsidiaries, and 172 million barrels of
 
crude oil in the
future.
 
These contracts have various expiration dates
 
through the year 2030.
 
We expect to fulfill the majority
of these delivery commitments with proved developed
 
reserves.
 
In addition, we anticipate using PUDs and
spot market purchases to fulfill any remaining
 
commitments.
 
See the disclosure on “Proved Undeveloped
Reserves” in the “Oil and Gas Operations” section
 
following the Notes to Consolidated Financial
 
Statements,
for information on the development of PUDs.
 
 
COMPETITION
 
We compete with private, public and state-owned companies in all facets of the
 
E&P business.
 
Some of our
competitors are larger and have greater resources.
 
Each of our segments is highly competitive,
 
with no single
competitor, or small group of competitors, dominating.
 
We compete with numerous other companies in the industry, including state-owned companies, to locate and
obtain new sources of supply and to produce oil, bitumen,
 
NGLs and natural gas in an efficient, cost-effective
manner.
 
Based on statistics published in the September
 
2,
 
2019, issue of the
Oil and Gas Journal
, we were the
third-largest U.S.-based oil and gas company in worldwide
 
natural gas and liquids production and worldwide
liquids reserves in 2018.
 
We deliver our production into the worldwide commodity markets.
 
Principal
methods of competing include geological, geophysical
 
and engineering research and technology;
 
experience
and expertise; economic analysis in connection
 
with portfolio management; and safely
 
operating oil and gas
producing properties.
 
 
GENERAL
 
At the end of 2019, we held a total of 942 active
 
patents in 50 countries worldwide, including
 
371 active U.S.
patents.
 
During 2019, we received 64 patents in the
 
U.S. and 90 foreign patents.
 
Our products and processes
generated licensing revenues of $69 million related
 
to activity in 2019.
 
The overall profitability of any
business segment is not dependent on any single
 
patent, trademark, license, franchise or
 
concession.
 
 
 
20
Health, Safety and Environment
 
Our HSE organization provides tools and support to our
 
business units and staff groups to help them ensure
world class HSE performance.
 
The framework through which we safely
 
manage our operations, the HSE
Management System Standard, emphasizes process
 
safety, risk management, emergency preparedness and
environmental performance, with an intense focus
 
on process and occupational safety.
 
In support of the goal
of zero incidents, HSE milestones and criteria are
 
established annually to drive strong safety
 
and
environmental performance.
 
Progress toward these milestones and criteria
 
are measured and reported.
 
HSE
audits are conducted on business functions periodically, and improvement actions
 
are established and tracked
to completion.
 
We have designed processes relating to sustainable development in our economic,
environmental and social performance.
 
Our processes, related tools and requirements
 
focus on water,
biodiversity and climate change, as well as social
 
and stakeholder issues.
 
The environmental information contained in Management’s Discussion
 
and Analysis of Financial Condition
and Results of Operations on pages 60 through
 
65 under the captions “Environmental” and “Climate
 
Change”
is incorporated herein by reference.
 
It includes information on expensed and
 
capitalized environmental costs
for 2019 and those expected for 2020 and 2021.
 
Website Access to SEC Reports
Our internet website address is
www.conocophillips.com
.
 
Information contained on our internet website is
 
not
part of this report on Form 10-K.
 
Our Annual Reports on Form 10-K, Quarterly
 
Reports on Form 10-Q, Current Reports on Form 8-K
 
and any
amendments to these reports filed or furnished pursuant
 
to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934 are available on our website, free of charge, as
 
soon as reasonably practicable after such reports
are filed with, or furnished to, the SEC.
 
Alternatively, you may access these reports at the SEC’s website at
www.sec.gov
.
 
21
Item 1A. RISK FACTORS
 
You
 
should carefully consider the following risk
 
factors in addition to the other information
 
included in this
Annual Report on Form 10-K.
 
These risk factors are not the only risks
 
we face.
 
Our business could also be
affected by additional risks and uncertainties not currently
 
known to us or that we currently consider to be
immaterial.
 
If any of these risks were to occur, our business, operating results and financial
 
condition, as well
as the value of an investment in our common
 
stock could be adversely affected.
 
Our operating results, our future rate of growth
 
and the carrying value of our assets are exposed
 
to the
effects of changing commodity prices.
 
Prices for crude oil, bitumen, natural gas, NGLs and
 
LNG can fluctuate widely.
 
Brent crude oil prices
averaged $64 per barrel in 2019, ranging from
 
a low of $53 per barrel in January to a high of almost
 
$75 per
barrel in April.
 
Given volatility in commodity price drivers
 
and the worldwide political and economic
environment generally, as well as increased uncertainty generated by recent (and
 
potential future) armed
hostilities in various oil-producing regions around the
 
globe, price trends may continue to be volatile.
 
Our
revenues, operating results and future rate of growth
 
are highly dependent on the prices
 
we receive for our
crude oil, bitumen, natural gas, NGLs and
 
LNG.
 
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 and the
 
amount of shares we elect to acquire as
 
part of the share
repurchase program and the timing of such acquisitions.
 
Lower prices may also limit the amount of reserves
we can produce economically, adversely affecting our proved reserves, reserve replacement
 
ratio and
accelerating the reduction in our existing reserve levels
 
as we continue production from upstream
 
fields.
 
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 past three years, we recognized several
 
impairments, which are described in
Note 9—Impairments and the “APLNG” section
 
of Note 6—Investments, Loans and Long-Term Receivables,
in the Notes to Consolidated Financial Statements.
 
If 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.
 
Although it is not reasonably
practicable to quantify the impact of any future
 
impairments at this time, our results of operations
 
could be
adversely affected as a result.
 
 
Our ability to declare and pay dividends and repurchase
 
shares is subject to certain considerations.
 
Dividends are authorized and determined by
 
our Board of Directors in its sole discretion
 
and depend upon a
number of factors, including:
 
 
Cash available for distribution.
 
Our results of operations and anticipated future
 
results of operations.
 
Our financial condition, especially in relation
 
to the anticipated future capital needs of our
 
properties.
 
The level of distributions paid by comparable companies.
 
Our operating expenses.
 
Other factors our Board of Directors deems
 
relevant.
 
We expect to continue to pay quarterly dividends to our stockholders; however, our Board of Directors may
reduce our dividend or cease declaring dividends
 
at any time, including if it determines that
 
our net cash
provided by operating activities,
 
after deducting capital expenditures and investments,
 
are not sufficient to pay
our desired levels of dividends to our stockholders
 
or to pay dividends to our stockholders at all.
 
 
22
Additionally, as of December 31, 2019, $5.4 billion of repurchase authority
 
remained of the $15 billion share
repurchase program our Board of Directors had
 
authorized.
 
In February, 2020, our Board of Directors
approved an increase to our repurchase authorization
 
from $15 billion to $25 billion, to support
 
our plan for
future share repurchases.
 
Our share repurchase program does not obligate
 
us to acquire a specific number of
shares during any period, and our decision to
 
commence, discontinue or resume repurchases
 
in any period will
depend on the same factors that our Board of
 
Directors may consider when declaring dividends,
 
among others.
 
 
Any downward revision in the amount of dividends
 
we pay to stockholders or the number of shares
 
we
purchase under our share repurchase program could
 
have an adverse effect on the market price of our common
stock.
 
We may need additional capital in the future, and it may not be available on acceptable
 
terms.
 
 
We have historically relied primarily upon cash generated by our operations to fund
 
our operations and
strategy; however, we have also relied from time to time on access to
 
the debt and equity capital markets for
funding.
 
There can be no assurance that additional debt
 
or equity financing will be available in the future
 
on
acceptable terms, or at all.
 
In addition, although we anticipate we
 
will be able to repay our existing
indebtedness when it matures or in accordance
 
with our stated plans, there can be no assurance
 
we will be able
to do so.
 
Our ability to obtain additional financing, or
 
refinance our existing indebtedness when it matures
 
or
in accordance with our plans, will be subject to a
 
number of factors, including market conditions,
 
our operating
performance, investor sentiment and our ability
 
to incur additional debt in compliance with agreements
governing our then-outstanding debt.
 
If we are unable to generate sufficient funds from
 
operations or raise
additional capital for any reason, our business could
 
be adversely affected.
 
 
In addition, we are regularly evaluated by the major
 
rating agencies based on a number of factors,
 
including
our financial strength and conditions affecting the oil
 
and gas industry generally.
 
We and other industry
companies have had their ratings reduced in the
 
past due to negative commodity price outlooks.
 
Any
downgrade in our credit rating or announcement
 
that our credit rating is under review for possible
 
downgrade
could increase the cost associated with any additional
 
indebtedness we incur.
 
Our business may be adversely affected by deterioration
 
in the credit quality of, or defaults under our
contracts with, third parties with whom we do
 
business.
 
 
The operation of our business requires us to engage
 
in transactions with numerous counterparties
 
operating in a
variety of industries, including other companies
 
operating in the oil and gas industry.
 
These counterparties
may default on their obligations to us as a result
 
of operational failures or a lack of liquidity, or for other
reasons, including bankruptcy.
 
Market speculation about the credit quality
 
of these counterparties, or their
ability to continue performing on their existing obligations,
 
may also exacerbate any operational difficulties
 
or
liquidity issues they are experiencing, particularly
 
as it relates to other companies in the oil and gas industry
 
as
a result of the volatility in commodity prices.
 
Any default by any of our counterparties may
 
result in our
inability to perform our obligations under agreements
 
we have made with third parties or may otherwise
adversely affect our business or results of operations.
 
In addition, our rights against any of our counterparties
as a result of a default may not be adequate to
 
compensate us for the resulting harm caused
 
or may not be
enforceable at all in some circumstances.
 
We may also be forced to incur additional costs as we attempt to
enforce any rights we have against a defaulting
 
counterparty, which could further adversely impact our results
of operations.
 
 
In particular, in August 2018, we entered into a settlement
 
agreement with Petróleos de Venezuela, S.A.
(PDVSA) providing for the payment of approximately
 
$2 billion over a five-year period in connection
 
with an
arbitration award issued by the International
 
Chamber of Commerce (ICC) Tribunal in favor of ConocoPhillips
on a contractual dispute arising from Venezuela’s expropriation of our interests in the Petrozuata and Hamaca
heavy oil ventures and other pre-expropriation
 
fiscal measures.
 
We collected approximately $0.8 billion of the
$2.0 billion settlement in 2018 and 2019.
 
PDVSA has defaulted on its remaining payment
 
obligations under
this agreement, we are therefore now forced to
 
incur additional costs as we seek to recover any
 
unpaid amounts
under the agreement.
 
23
 
Unless we successfully add to our existing proved
 
reserves, our future crude oil, bitumen,
 
natural gas and
NGL production will decline, resulting in an
 
adverse impact to our business.
 
The rate of production from upstream fields
 
generally declines as reserves are depleted.
 
If we do not conduct
successful exploration and development activities,
 
or, through engineering studies, optimize production
performance or identify additional or secondary
 
recovery reserves, our proved reserves
 
will decline materially
as we produce crude oil, bitumen, natural gas and
 
NGLs, and our business will experience reduced cash
 
flows
and results of operations.
 
Any cash conservation efforts we may undertake as a result
 
of commodity price
declines may further limit our ability to replace
 
depleted reserves.
 
 
The exploration and production of oil and gas
 
is a highly competitive industry.
 
The exploration and production of crude oil,
 
bitumen, natural gas and NGLs is a highly
 
competitive business.
 
We compete with private, public and state-owned companies in all facets of the
 
exploration and production
business, including to locate and obtain new
 
sources of supply and to produce oil, bitumen,
 
natural gas and
NGLs in an efficient, cost-effective manner.
 
Some of our competitors are larger and have greater
 
resources
than we do or may be willing to incur a higher
 
level of risk than we are willing to incur to obtain
 
potential
sources of supply.
 
If we are not successful in our competition
 
for new reserves, our financial condition and
results of operations may be adversely affected.
 
Any material change in the factors and assumptions
 
underlying our estimates of crude oil, bitumen,
 
natural
gas and NGL reserves could impair the quantity
 
and value of those reserves.
 
 
Our proved reserve information included in this annual
 
report represents management’s best estimates based
on assumptions, as of a specified date, of the volumes
 
to be recovered from underground accumulations of
crude oil, bitumen, natural gas and NGLs.
 
Such volumes cannot be directly measured
 
and the estimates and
underlying assumptions used by management are
 
subject to substantial risk and uncertainty.
 
Any material
changes in the factors and assumptions underlying
 
our estimates of these items could result
 
in a material
negative impact to the volume of reserves reported
 
or could cause us to incur impairment expenses
 
on property
associated with the production of those reserves.
 
Future reserve revisions could also result
 
from changes in,
among other things, governmental regulation.
 
 
We expect to continue to incur substantial capital expenditures and operating
 
costs as a result of our
compliance with existing and future environmental
 
laws and regulations.
 
Our business is subject to numerous laws and regulations
 
relating to the protection of the environment, which
are expected to continue to have an increasing
 
impact on our operations in the U.S. and in other
 
countries in
which we operate.
 
For a description of the most significant of these
 
environmental laws and regulations, see
the “Contingencies—Environmental” section
 
of Management’s Discussion and Analysis of Financial
Condition and Results of Operations.
 
These laws and regulations continue to increase
 
in both number and
complexity and affect our operations with respect to, among
 
other things:
 
 
 
Permits required in connection with exploration,
 
drilling, production and other activities.The
discharge of pollutants into the environment.
 
Emissions into the atmosphere, such as nitrogen
 
oxides, sulfur dioxide, mercury and GHG emissions.
 
 
Carbon taxes.
 
 
The handling, use, storage, transportation, disposal
 
and cleanup of hazardous materials and hazardous
and nonhazardous wastes.
 
The dismantlement, abandonment and restoration
 
of our properties and facilities at the
 
end of their
useful lives.
 
Exploration and production activities in
 
certain areas, such as offshore environments, arctic fields,
 
oil
sands reservoirs and unconventional plays.
 
 
24
We have incurred and will continue to incur substantial capital, operating and maintenance,
 
and remediation
expenditures as a result of these laws and regulations.
 
Any failure by us to comply with existing
 
or future
laws, regulations and other requirements could result
 
in administrative or civil penalties, criminal
 
fines, other
enforcement actions or third-party litigation
 
against us.
 
To the extent these expenditures, as with all costs, are
not ultimately reflected in the prices of our products
 
and services, our business, financial
 
condition, results of
operations and cash flows in future periods could
 
be materially adversely affected.
 
Existing and future laws, regulations and initiatives
 
relating to global climate change, such as limitations
on GHG emissions, may impact or limit
 
our business plans, result in significant expenditures,
 
promote
alternative uses of energy or reduce demand
 
for our products.
 
Continuing political and social attention to the
 
issue of global climate change has resulted in
 
both existing and
pending international agreements and national,
 
regional or local legislation and regulatory
 
measures to limit
GHG emissions, such as cap and trade regimes, carbon
 
taxes, restrictive permitting, increased fuel efficiency
standards and incentives or mandates for renewable
 
energy.
 
For example, in December 2015, the U.S. joined
the international community at the 21st Conference
 
of the Parties of the United Nations Framework
Convention on Climate Change in Paris that
 
prepared an agreement requiring member countries
 
to review and
represent a progression in their intended GHG
 
emission reduction goals every five years
 
beginning in 2020.
 
While the U.S. announced its intention to withdraw
 
from the Paris Agreement, there is no guarantee
 
that the
commitments made by the U.S. will not be implemented,
 
in whole or in part, by U.S. state and local
governments or by major corporations headquartered
 
in the U.S.
 
In addition, our operations continue in
countries around the world which are party to,
 
and have not announced an intent to
 
withdraw from, the Paris
Agreement.
 
The implementation of current agreements and
 
regulatory measures, as well as any future
agreements or measures addressing climate
 
change and GHG emissions, may adversely
 
impact the demand for
our products, impose taxes on our products or operations
 
or require us to purchase emission credits
 
or reduce
emission of GHGs from our operations.
 
As a result, we may experience declines in commodity
 
prices or incur
substantial capital expenditures and compliance,
 
operating, maintenance and remediation costs,
 
any of which
may have an adverse effect on our business and results
 
of operations.
 
 
Additionally, increasing attention to global climate change has resulted in pressure
 
upon shareholders,
financial institutions and/or financial markets
 
to modify their relationships with oil and gas companies
 
and to
limit investments and/or funding to such companies,
 
which could increase our costs or otherwise
 
adversely
affect our business and results of operations.
 
 
Furthermore, increasing attention to global climate
 
change has resulted in an increased likelihood of
governmental investigations and private litigation,
 
which could increase our costs or otherwise adversely
 
affect
our business.
 
In 2017 and 2018, cities, counties, and
 
a state government in California, New
 
York, Washington,
Rhode Island and Maryland, as well as the Pacific
 
Coast Federation of Fishermen’s Association, Inc., 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 ultimate outcome and impact to us
 
cannot be predicted with certainty, and we could incur
substantial legal costs associated with defending
 
these and similar lawsuits in the future.
 
In addition, although
 
we design and operate our business operations
 
to accommodate expected climatic
conditions, to the extent there are significant
 
changes in the earth’s climate, such as more severe or frequent
weather conditions in the markets where we operate
 
or the areas where our assets reside, we could incur
increased expenses, our operations could be adversely
 
impacted, and demand for our products could
 
fall.
For more information on legislation or precursors
 
for possible regulation relating to global climate
 
change that
affect or could affect our operations and a description of the company’s response, see the
 
“Contingencies—
Climate Change” section of Management’s Discussion and Analysis
 
of Financial Condition and Results of
Operations.
 
 
25
Domestic and worldwide political and economic
 
developments could damage our operations and materially
reduce our profitability and cash flows.
 
 
Actions of the U.S., state, local and foreign
 
governments, through sanctions, tax and other
 
legislation,
executive order and commercial restrictions,
 
could reduce our operating profitability both
 
in the U.S. and
abroad.
 
In certain locations, governments have imposed
 
or proposed restrictions on our operations;
 
special
taxes or tax assessments; and payment transparency
 
regulations that could require us to disclose
 
competitively
sensitive information or might cause us to violate
 
non-disclosure laws of other countries.
 
 
One area subject to significant political
 
and regulatory activity is the use of hydraulic
 
fracturing, an essential
completion technique that facilitates production
 
of oil and natural gas otherwise trapped in lower
 
permeability
rock formations.
 
A range of local, state, federal and national laws
 
and regulations currently govern or, in some
hydraulic fracturing operations, prohibit hydraulic
 
fracturing in some jurisdictions.
 
Although hydraulic
fracturing has been conducted for many decades,
 
a number of new laws, regulations and permitting
requirements are under consideration by the
 
U.S. EPA and others which could result in increased costs,
operating restrictions, operational delays or limit
 
the ability to develop oil and natural gas resources.
 
Certain
jurisdictions in which we operate, including state
 
and local governments in Colorado, have adopted
 
or are
considering regulations that could impose new
 
or more stringent permitting, disclosure
 
or other regulatory
requirements on hydraulic fracturing or other oil
 
and natural-gas operations, including subsurface
 
water
disposal.
 
In addition, certain interest groups have also
 
proposed ballot initiatives and constitutional
amendments designed to restrict oil and natural-gas
 
development generally and hydraulic fracturing
 
in
particular.
 
For example, in 2018, Colorado voters rejected
 
Proposition 112, a Colorado ballot initiative that
would have drastically limited the use of hydraulic
 
fracturing in Colorado.
 
In the event that ballot initiatives,
local or state restrictions or prohibitions are
 
adopted and result in more stringent limitations
 
on the production
and development of oil and natural gas in areas
 
where we conduct operations, we may incur significant
 
costs to
comply with such requirements or may experience
 
delays or curtailment in the permitting
 
or pursuit of
exploration, development or production activities.
 
Such compliance costs and delays, curtailments,
 
limitations
or prohibitions could have a material adverse
 
effect on our business, prospects, results of operations, financial
condition and liquidity.
 
The U.S. government can also prevent or restrict
 
us from doing business in foreign countries.
 
These
restrictions and those of foreign governments
 
have in the past limited our ability to
 
operate in, or gain access
to, opportunities in various countries.
 
Actions by host governments, such as the expropriation
 
of our oil assets
by the Venezuelan government, have affected operations significantly in the past and may continue to
 
do so in
the future.
 
Changes in domestic and international regulations
 
may affect our ability to collect payments such
as those pertaining to the settlement with PDVSA
 
or the ICSID Award against the Government of Venezuela;
or to obtain or maintain permits, including those
 
necessary for drilling and development of wells
 
in various
locations.
 
 
Local political and economic factors in international
 
markets could have a material adverse effect on us.
 
Approximately 50 percent of our hydrocarbon
 
production was derived from production outside
 
the U.S. in
2019, and 39 percent of our proved reserves, as
 
of December 31, 2019, were located outside
 
the U.S.
 
We are
subject to risks associated with operations in international
 
markets, including changes in foreign governmental
policies relating to crude oil, natural gas, bitumen,
 
NGLs or LNG pricing and taxation, other
 
political,
economic or diplomatic developments (including
 
the effect of international trade discussion and disputes),
changing political conditions and international
 
monetary and currency rate fluctuations.
 
In addition, some
countries where we operate lack a fully independent
 
judiciary system.
 
This, coupled with changes in foreign
law or policy, results in a lack of legal certainty that exposes our operations to
 
increased risks, including
increased difficulty in enforcing our agreements in those
 
jurisdictions and increased risks of adverse
 
actions by
local government authorities, such as expropriations.
 
 
 
26
Our business may be adversely affected by price controls,
 
government-imposed limitations on production
 
of
crude oil, bitumen, natural gas and NGLs, or the
 
unavailability of adequate gathering, processing,
compression, transportation, and pipeline
 
facilities and equipment for our production
 
of crude oil, bitumen,
natural gas and NGLs.
 
As discussed above, our operations are subject
 
to extensive governmental regulations.
 
From time to time,
regulatory agencies have imposed price controls
 
and limitations on production by restricting
 
the rate of flow of
crude oil, bitumen, natural gas and NGL wells
 
below actual production capacity.
 
Because legal requirements
are frequently changed and subject to interpretation,
 
we cannot predict whether future restrictions
 
on our
business may be enacted or become applicable to
 
us.
 
 
Our ability to sell and deliver the crude oil, bitumen,
 
natural gas, NGLs and LNG that we produce
 
also
depends on the availability, proximity, and capacity of gathering, processing, compression, transportation
 
and
pipeline facilities and equipment, as well as any necessary
 
diluents to prepare our crude oil, bitumen, natural
gas, NGLs and LNG for transport.
 
The facilities, equipment and diluents we rely
 
on may be temporarily
unavailable to us due to market conditions, extreme
 
weather events, regulatory reasons, mechanical
 
reasons or
other factors or conditions, many of which are
 
beyond our control.
 
In addition, in certain newer plays, the
capacity of necessary facilities, equipment and diluents
 
may not be sufficient to accommodate production
 
from
existing and new wells, and construction and permitting
 
delays, permitting costs and regulatory or other
constraints could limit or delay the construction,
 
manufacture or other acquisition of new facilities
 
and
equipment.
 
If any facilities, equipment or diluents, or
 
any of the transportation methods and channels
 
that we
rely on become unavailable for any period of time,
 
we may incur increased costs to transport
 
our crude oil,
bitumen, natural gas, NGLs and LNG for sale or
 
we may be forced to curtail our production
 
of crude oil,
bitumen, natural gas or NGLs.
 
Our investments in joint ventures decrease
 
our ability to manage risk.
 
We conduct many of our operations through joint ventures in which we may share
 
control with our joint
venture partners.
 
There is a risk our joint venture participants may
 
at any time have economic, business or
legal interests or goals that are inconsistent with
 
those of the joint venture or us, or our joint
 
venture partners
may be unable to meet their economic or other
 
obligations and we may be required to
 
fulfill those obligations
alone.
 
Failure by us, or an entity in which we have
 
a joint venture interest, to adequately manage
 
the risks
associated with any operations, acquisitions or
 
dispositions could have a material adverse effect on the
financial condition or results of operations of our
 
joint ventures and, in turn, our business and operations.
 
We may not be able to successfully complete any disposition we elect to pursue.
 
From time to time, we may seek to divest portions
 
of our business or investments that
 
are not important to our
ongoing strategic objectives.
 
Any dispositions we undertake may involve numerous
 
risks and uncertainties,
any of which could adversely affect our results of operations
 
or financial condition.
 
In particular, we may not
be able to successfully complete any disposition
 
on a timeline or on terms acceptable
 
to us, if at all, whether
due to market conditions, regulatory challenges
 
or other concerns.
 
In addition, the reinvestment of capital
from disposition proceeds may not ultimately
 
yield investment returns in line with our internal
 
or external
expectations.
 
Any dispositions we pursue may also result in
 
disruption to other parts of our business,
including through the diversion of resources
 
and management attention from our ongoing
 
business and other
strategic matters, or through the disruption
 
of relationships with our employees and key
 
vendors.
 
Further, in
connection with any disposition, we may enter into
 
transition services agreements or undertake
 
indemnity or
other obligations that may result in additional
 
expenses for us.
 
We may also be required under applicable
accounting rules to recognize impairments
 
associated with any disposition we pursue,
 
whether or not
completed.
 
As part of our disposition strategy, on May 17, 2017, we completed the sale of
 
our 50 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.
 
We may not be able
to liquidate the shares issued to us by Cenovus
 
Energy at prices we deem acceptable, or at all.
 
27
 
Our operations present hazards and risks that
 
require significant and continuous oversight.
 
The scope and nature of our operations present
 
a variety of significant hazards and risks, including
 
operational
hazards and risks such as explosions, fires,
 
crude oil spills, severe weather, geological events, labor disputes,
armed hostilities, terrorist attacks, sabotage, civil
 
unrest or cyber attacks.
 
Our operations may also be
adversely affected by unavailability, interruptions or accidents involving services
 
or infrastructure required to
develop, produce, process or transport our production,
 
such as contract labor, drilling rigs, pipelines, railcars,
tankers, barges or other infrastructure.
 
Our operations are subject to the additional hazards
 
of pollution,
releases of toxic gas and other environmental hazards
 
and risks.
 
Offshore activities may pose incrementally
greater risks because of complex subsurface
 
conditions such as higher reservoir pressures,
 
water depths and
metocean conditions.
 
All such hazards could result in loss of human
 
life, significant property and equipment
damage, environmental pollution, impairment
 
of operations, substantial losses to us and damage to
 
our
reputation.
 
Further, our business and operations may be disrupted if
 
we do not respond, or are perceived not to
respond, in an appropriate manner to any of these hazards
 
and risks or any other major crisis or if
 
we are
unable to efficiently restore or replace affected operational
 
components and capacity.
 
Our technologies, systems and networks may be subject
 
to cyber attacks.
 
Our business, like others within the oil and gas
 
industry, has become increasingly dependent on digital
technologies, some of which are managed by third-party
 
service providers on whom we rely to
 
help us collect,
host or process information.
 
Among other activities, we rely on digital technology
 
to estimate oil and gas
reserves, process and record financial and operating
 
data, analyze seismic and drilling information
 
and
communicate with employees and third parties.
 
As a result, we face various cyber security
 
threats such as
attempts to gain unauthorized access to, or control
 
of, sensitive information about our operations
 
and our
employees, attempts to render our data or systems
 
(or those of third parties with whom we do
 
business)
corrupted or unusable, threats to the security
 
of our facilities and infrastructure as well
 
as those of third parties
with whom we do business and attempted cyber
 
terrorism.
 
 
In addition, computers control oil and gas production,
 
processing equipment and distribution
 
systems globally
and are necessary to deliver our production to market.
 
A disruption, failure or a cyber breach of these
operating systems, or of the networks and infrastructure
 
on which they rely, many of which are not owned or
operated by us, could damage critical production,
 
distribution or storage assets, delay or prevent delivery
 
to
markets or make it difficult or impossible to accurately
 
account for production and settle transactions.
 
Although we have experienced occasional breaches
 
of our cyber security, none of these breaches have had a
material effect on our business, operations or reputation.
 
As cyber attacks continue to evolve, we must
continually expend additional resources to continue
 
to modify or enhance our protective measures
 
or to
investigate and remediate any vulnerabilities
 
detected.
 
Our implementation of various procedures
 
and controls
to monitor and mitigate security threats
 
and to increase security for our information, facilities
 
and
infrastructure may result in increased costs.
 
Despite our ongoing investments in security
 
resources, talent and
business practices, we are unable to assure that
 
any security measures will be effective.
 
If our systems and infrastructure were to be breached,
 
damaged or disrupted, we could be subject to serious
negative consequences, including disruption of
 
our operations, damage to our reputation,
 
a loss of counterparty
trust, reimbursement or other costs, increased compliance
 
costs, significant litigation exposure and legal
liability or regulatory fines, penalties or intervention.
 
Any of these could materially and adversely affect our
business, results of operations or financial condition.
 
Although we have business continuity plans in
 
place, our
operations may be adversely affected by significant and
 
widespread disruption to our systems and
infrastructure that support our business.
 
While we continue to evolve and modify our
 
business continuity
plans, there can be no assurance that they will
 
be effective in avoiding disruption and business impacts.
 
Further, our insurance may not be adequate to compensate
 
us for all resulting losses, and the cost to obtain
adequate coverage may increase for us in the future.
 
 
 
 
 
28
Item 1B. UNRESOLVED STAFF COMMENTS
 
None.
 
 
 
Item 3.
 
LEGAL PROCEEDINGS
 
 
The following is a description of reportable legal
 
proceedings, including those involving governmental
authorities under federal, state and local laws regulating
 
the discharge of materials into the environment
 
for
this reporting period.
 
The following proceedings include those
 
matters that arose during the fourth quarter of
2019, as well as matters previously reported in our
 
2018 Form 10-K and our first-, second- and third-quarter
2019 Form 10-Qs that were not resolved prior
 
to the fourth quarter of 2019.
 
Material developments to the
previously reported matters have been included
 
in the descriptions below.
 
While it is not possible to
accurately predict the final outcome of these pending
 
proceedings, if any one or more of such proceedings
were to be decided adversely to ConocoPhillips,
 
we expect there would be no material effect on our
consolidated financial position.
 
Nevertheless, such proceedings are reported pursuant
 
to SEC regulations.
 
On April 30, 2012, the separation of our downstream
 
business was completed, creating two independent
energy companies: ConocoPhillips and Phillips
 
66.
 
In connection with the separation, we entered
 
into an
Indemnification and Release Agreement, which
 
provides for cross-indemnities between Phillips
 
66 and us and
established procedures for handling claims subject
 
to indemnification and related matters, such
 
as legal
proceedings.
 
We have included matters where we remain or have subsequently become
 
a party to a
proceeding relating to Phillips 66, in accordance
 
with SEC regulations.
 
We do not expect any of those matters
to result in a net claim against us.
 
 
Matters Previously Reported—Phillips 66
In May 2012, the Illinois Attorney General's
 
office filed and notified ConocoPhillips of a complaint with
respect to operations at the Phillips 66 WRB
 
Wood River Refinery alleging violations of the Illinois
groundwater standards and a third-party's
 
hazardous waste permit.
 
The complaint seeks remediation of area
groundwater; compliance with the hazardous waste
 
permit; enhanced pipeline and tank integrity measures;
additional spill reporting; and yet-to-be specified
 
amounts for fines and penalties.
 
Matters Previously Reported—ConocoPhillips
On June 28, 2018, the Texas Commission on Environmental Quality issued a Proposed
 
Agreed Order to
ConocoPhillips Company to resolve alleged violations
 
of the Texas Health & Safety Code and/or Commission
Rules occurring in 2015 through 2017 at a formerly
 
owned gas injection plant in Howard
 
County, Texas.
 
In
November of 2019, the company concluded
 
this matter by entering into an Agreed Order
 
with the agency and
paying an administrative penalty of $120,014.
 
 
 
Item 4.
 
MINE SAFETY DISCLOSURES
 
 
Not applicable.
 
 
 
 
 
29
INFORMATION ABOUT OUR EXECUTIVE OFFICERS
 
 
Name
Position Held
Age*
Catherine A. Brooks
Vice President and Controller
54
William L. Bullock, Jr.
President, Asia Pacific & Middle East
55
Ellen R. DeSanctis
Senior Vice President, Corporate Relations
63
Matt J. Fox
Executive Vice President and Chief Operating Officer
59
Michael D. Hatfield
President, Alaska, Canada and Europe
53
Ryan M. Lance
Chairman of the Board of Directors and Chief Executive
 
Officer
57
Andrew D. Lundquist
Senior Vice President, Government Affairs
59
Dominic E. Macklon
President, Lower 48
50
Kelly B. Rose
Senior Vice President, Legal, General Counsel and Corporate Secretary
53
Don E. Wallette, Jr.
Executive Vice President and Chief Financial Officer
61
 
*On February 15, 2020.
 
There are no family relationships among any of the
 
officers named above.
 
Each officer of the company is
elected by the Board of Directors at its first
 
meeting after the Annual Meeting of Stockholders
 
and thereafter as
appropriate.
 
Each officer of the company holds office from the date of election
 
until the first meeting of the
directors held after the next Annual Meeting of
 
Stockholders or until a successor is elected.
 
The date of the
next annual meeting is May 12, 2020.
 
Set forth below is information about the executive
 
officers.
 
Catherine A. Brooks
was appointed Vice President and Controller as of January 1, 2019, having
 
previously
served as General Auditor since August 2018.
 
Prior to serving as General Auditor, she was Assistant
Controller from February 2016 to August 2018.
 
She became Manager, Finance & Performance Analysis in
April 2014 and served in that role until February
 
2016.
 
Ms. Brooks previously held the position
 
of Manager,
External Reporting from May 2010 to April
 
2014.
 
William L. Bullock, Jr.
 
was appointed President, Asia Pacific & Middle
 
East as of April 1, 2015, having
previously served as Vice President, Corporate Planning & Development
 
since May 2012.
 
 
Ellen R. DeSanctis
 
was appointed Senior Vice President, Corporate Relations as of January 1,
 
2019, having
previously served as Vice President, Investor Relations and Communications
 
since May 2012.
 
Prior to that,
she was employed by Petrohawk Energy Corp. where she
 
served as Senior Vice President, Corporate
Communications since 2010.
 
 
Matt J. Fox
 
was appointed Executive Vice President and Chief Operating Officer as of January 1,
 
2019,
having previously served as Executive Vice President, Strategy, Exploration and Technology since April 2016
and Executive Vice President, Exploration and Production, from 2012 to
 
2016.
 
Prior to that, he was employed
by Nexen, Inc., where he served as Executive
 
Vice President, International since 2010.
 
 
Michael D. Hatfield
 
was appointed President, Alaska, Canada and Europe
 
as of June 3, 2018, having
previously served as President, Canada since
 
October 2016.
 
Prior to that, he served as Vice President, Health,
Safety and Environment from December 2015
 
to October 2016.
 
Mr. Hatfield became Vice President, Cost
Optimization in March 2015 and served in that
 
role until December 2015.
 
Mr. Hatfield previously held the
position of Vice President, Rockies Business Unit from March 2013 to March
 
2015.
 
 
Ryan M. Lance
was appointed Chairman of the Board of Directors
 
and Chief Executive Officer in May 2012,
having previously served as Senior Vice President, Exploration and Production—International
 
since May
2009.
 
 
Andrew D. Lundquist
was appointed Senior Vice President,
 
Government Affairs in 2013.
 
Prior to that, he
served as managing partner of BlueWater Strategies LLC, since 2002.
 
 
 
30
Dominic E. Macklon
 
was appointed President, Lower 48 as of June
 
1, 2018, having previously served as Vice
President, Corporate Planning & Development since
 
January 2017.
 
Prior to that, he served as President, U.K.
from September 2015 to January 2017.
 
Mr. Macklon previously served as Senior Vice President, Oil Sands
from July 2012 to September 2015.
 
 
Kelly B. Rose
was appointed Senior Vice President, Legal, General Counsel and Corporate
 
Secretary in
September 2018.
 
Prior to that, she was a senior partner in the Houston
 
office of an international law firm,
Baker Botts L.L.P., where she counseled clients on corporate and securities matters.
 
She began her career at
the firm in 1991.
 
 
Don E. Wallette, Jr.
 
was appointed Executive Vice President and Chief Financial Officer on January
 
1, 2019,
having previously served as Executive Vice President, Finance, Commercial
 
and Chief Financial Officer since
April 2016 and as Executive Vice President, Commercial, Business Development
 
and Corporate Planning
from 2012 to 2016.
 
Prior to that, he served as President, Asia Pacific
 
from 2010 to 2012 and President,
Russia/Caspian from 2006 to 2010.
 
 
 
 
 
 
 
 
 
31
PART
 
II
Item 5.
 
MARKET FOR REGISTRANT’S COMMON
 
EQUITY, RELATED
 
STOCKHOLDER
 
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
ConocoPhillips’ common stock is traded on the
 
New York Stock Exchange, under the symbol “COP.”
Cash Dividends Per Share
Dividends
2019
2018
First
$
0.305
0.285
Second
0.305
0.285
Third
0.305
0.285
Fourth
0.420
0.305
Number of Stockholders of Record at January
 
31, 2020*
41,821
*In determining the number of stockholders, we consider clearing
 
agencies and security position listings as one stockholder for each
 
agency
 
listing.
 
The declaration of dividends is subject to the discretion
 
of our Board of Directors, and may be affected by
various factors, including our future earnings,
 
financial condition, capital requirements,
 
levels of indebtedness,
credit ratings and other considerations our Board of
 
Directors deems relevant.
 
Our Board of Directors has
adopted a quarterly dividend declaration policy providing
 
that the declaration of any dividends will be
determined quarterly by the Board of Directors
 
taking into account such factors as our
 
business model,
prevailing business conditions and our financial
 
results and capital requirements, without a predetermined
annual net income payout ratio.
 
On February 1, 2018, we announced that our Board
 
of Directors approved an increase in the
 
quarterly dividend
to $0.285 per share, compared with the previous
 
quarterly dividend of $0.265 per share.
 
 
On October 5, 2018, we announced that our Board
 
of Directors approved an increase in the
 
quarterly dividend
to $0.305 per share, compared with the previous
 
quarterly dividend of $0.285 per share.
 
 
On October 7, 2019, we announced that our Board
 
of Directors approved an increase in the quarterly
 
dividend
to $0.42 per share, compared with the previous
 
quarterly dividend of $0.305 per share.
 
 
 
 
 
 
 
 
 
 
 
 
32
Issuer Purchases of Equity Securities
Millions of Dollars
Approximate Dollar
Shares Purchased
Value
 
of Shares
Average
as Part of Publicly
 
that May Yet Be
Total Number of
Price Paid
 
Announced Plans
Purchased Under the
Period
 
Shares Purchased
*
Per Share
 
or Programs
Plans or Programs
October 1-31, 2019
4,844,970
$
55.54
4,844,970
$
5,855
November 1-30, 2019
4,020,276
58.20
4,020,276
5,621
December 1-31, 2019
3,943,490
62.31
3,943,490
5,375
12,808,736
$
58.46
12,808,736
*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 December 31, 2019, we had announced
 
a total authorization to repurchase $15 billion
 
of our common stock.
 
We repurchased $3 billion in 2017, $3
billion in 2018 and $3.5 billion in 2019.
 
Of the remaining authorization, we expect to
 
repurchase $3 billion in
2020.
 
In February 2020, we announced that the
 
Board of Directors approved an increase
 
to our repurchase
authorization from $15 billion to $25 billion,
 
to support our plan for future share repurchases.
 
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 Risk Factors “Our ability to declare
 
and pay dividends and repurchase
shares is subject to certain considerations.”
cop-20191231p35i0.jpg
 
33
Stock Performance Graph
 
The following graph shows the cumulative total
 
shareholder return (TSR) for ConocoPhillips’
 
common stock
in each of the five years from December 31, 2014,
 
to December 31, 2019.
 
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 consists of BP, Chevron, ExxonMobil, Royal Dutch
Shell, Total, Apache, Devon, Marathon Oil Corporation and Occidental,
 
weighted according to the respective
peer’s stock market capitalization at the beginning
 
of each annual period.
 
For the purpose of aligning to
performance peers with similar complexities
 
and portfolios, the New Peer Group excludes
 
BP,
 
Royal Dutch
Shell, and Total, and includes Noble Energy, Hess, and EOG Resources.
 
For the 2018 Stock Performance
Graph, Anadarko was also presented within
 
the Prior Peer Group.
 
However, due to Anadarko’s acquisition by
Occidental completed in 2019, Anadarko’s performance has been excluded
 
from all five years of the Prior Peer
Group performance.
 
The comparison assumes $100 was invested
 
on December 31, 2014, in ConocoPhillips
stock, the S&P 500 Index and ConocoPhillips’
 
peer groups
 
and assumes that all dividends were reinvested.
 
The cumulative total returns of the peer group companies'
 
common stock do not include the cumulative
 
total
return of ConocoPhillips’ common stock.
 
The stock price performance included in this
 
graph is not
necessarily indicative of future stock price performance.
 
 
 
*Prior Peer Group: BP; Chevron; ExxonMobil; Royal Dutch Shell; Total; Apache; Devon, Marathon Oil Corporation; Occidental.
**New Peer Group: Chevron; ExxonMobil; Apache; Devon; EOG Resources; Hess; Marathon Oil Corporation;
 
Noble Energy; Occidental.
 
 
 
 
 
 
 
 
 
 
 
 
 
34
Item 6.
 
SELECTED FINANCIAL DATA
Millions of Dollars Except Per Share Amounts
2019
2018
2017
2016
2015
Sales and other operating revenues
$
32,567
36,417
29,106
23,693
29,564
Net income (loss)
7,257
6,305
(793)
(3,559)
(4,371)
Net income (loss) attributable to
ConocoPhillips
7,189
6,257
(855)
(3,615)
(4,428)
Per common share
Basic
6.43
5.36
(0.70)
(2.91)
(3.58)
Diluted
6.40
5.32
(0.70)
(2.91)
(3.58)
Total assets
70,514
69,980
73,362
89,772
97,484
Long-term debt
14,790
14,856
17,128
26,186
23,453
Cash dividends declared per common share
1.34
1.16
1.06
1.00
2.94
 
 
In 2019, we disposed of two ConocoPhillips U.K. subsidiaries
 
for proceeds of $2.2 billion after interest and
customary adjustments.
 
In 2017, we disposed of assets for consideration
 
of approximately $16 billion including
 
our 50 percent
nonoperated interest in the FCCL Partnership,
 
as well as the majority of our western Canada gas
 
assets, and
our interests in the San Juan Basin.
 
 
These factors
 
impact the comparability of historical
 
information.
 
 
See Management’s Discussion and Analysis of Financial Condition and
 
Results of Operations and the Notes to
Consolidated Financial Statements for a discussion
 
of factors that will enhance an understanding
 
of this data.
 
35
Item 7.
 
MANAGEMENT’S DISCUSSION AND
 
ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
 
Management’s
 
Discussion and Analysis is the company’s analysis of its financial performance and of
significant trends that may affect future performance.
 
It should be read in conjunction with the financial
statements and notes, and supplemental oil
 
and gas disclosures included elsewhere in this report.
 
It contains
forward-looking statements including, without limitation, statements
 
relating to the company’s
 
plans,
strategies, objectives, expectations and intentions
 
that are made pursuant to the “safe harbor” provisions of
the Private Securities Litigation Reform Act of
 
1995.
 
The words “anticipate,” “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
 
 
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.
 
Headquartered in Houston, Texas,
at December 31, 2019, we employed approximately
 
10,400 people worldwide and had total
 
assets of
 
$71 billion.
 
 
Overview
 
Global oil prices continued
 
to be volatile in 2019.
 
Optimism about worldwide economic growth during
 
the
first quarter turned to pessimism in the second quarter
 
as trade disputes dampened growth forecasts.
 
At the
end of the second quarter, geopolitical tensions in the Middle East,
 
threatening the safe passage of supertankers
carrying crude oil through the Persian Gulf, revived
 
oil prices.
 
Worldwide economic growth concerns returned
in the third quarter to depress prices, only to be
 
reversed again by geopolitical tensions in the
 
Middle East, as
oilfield infrastructure in Saudi Arabia was attacked,
 
temporarily disrupting approximately
 
five percent of the
world’s oil supply.
 
Production was restored relatively quickly, and prices settled in the fourth
 
quarter.
 
Brent
crude averaged $64
 
per barrel in 2019, down nine percent
 
from the prior year.
 
Our business strategy
anticipates prices will remain volatile and is designed
 
to be resilient in lower price environments, while
retaining upside during periods of higher prices.
 
Portfolio diversification and optimization, a strong
 
balance
sheet and disciplined capital investment have positioned
 
our company to navigate through volatile energy
cycles.
 
Our value proposition principles, namely, to focus on financial returns, maintain
 
a strong balance sheet, deliver
compelling returns of capital,
 
and expand cash flow through disciplined capital
 
investments, are being
executed in accordance with our priorities for
 
allocating cash flows from the business.
 
These priorities are:
invest capital to sustain
 
production and pay our existing dividend;
 
grow our existing dividend; maintain debt at
a level we believe is sufficient to maintain a strong investment
 
grade credit rating through price cycles; allocate
greater than 30 percent of our net cash provided
 
by operating activities to share repurchases
 
and dividends;
and, invest capital in a disciplined fashion to grow
 
our cash from operations.
 
We believe our commitment to
our value proposition, as evidenced by the results
 
discussed below, positions us for success in an environment
of price uncertainty and ongoing volatility.
 
 
36
 
In 2019, we successfully delivered on our priorities.
 
We achieved production growth of five percent on a total
BOE basis compared with the prior year, with higher value oil
 
volumes growing eight percent.
 
Cash provided
by operating activities of $11.1 billion exceeded capital expenditures
 
and
 
investments of $6.6 billion.
 
After
repurchasing $3.5 billion of our common stock
 
and paying $1.5 billion of dividends to shareholders,
 
we ended
the year with cash, cash equivalents and restricted
 
cash totaling $5.4 billion and $3.0 billion
 
of short-term
investments.
 
In October, we announced an increase to our quarterly dividend
 
of 38 percent to $0.42 per share
and announced planned 2020 share buybacks of
 
$3 billion.
 
In February 2020, we announced 2020 operating
 
plan capital of $6.5 billion to $6.7 billion.
 
The plan includes
funding for ongoing development drilling
 
programs, major projects, exploration and appraisal
 
activities, as
well as base maintenance.
 
Capital spend is expected to be higher in the first
 
quarter largely from winter
construction and exploration and appraisal drilling
 
in Alaska.
 
This guidance does not include capital for
acquisitions.
 
Key Operating and Financial Summary
 
Significant items
 
during 2019 included the following:
 
 
Net cash provided by operating activities was $11.1 billion and exceeded capital
 
expenditures and
investments of $6.6 billion.
 
 
Repurchased $3.5 billion of shares and paid $1.5 billion in dividends,
 
representing 45 percent of net cash
provided by operating activities.
 
Increased the quarterly dividend by 38 percent to $0.42 per share
 
.
 
Achieved 100 percent total reserve replacement and 117
 
percent organic replacement.
 
Underlying production, which excludes Libya and the net volume impact
 
from closed dispositions and
acquisitions of 51 MBOED in 2019 and 47 MBOED in 2018, grew 5 percent
 
.
 
Increased production from the Lower 48 Big 3 unconventionals—Eagle
 
Ford, Bakken and Permian
Unconventional—by 22 percent year-over-year.
 
Executed successful Alaska appraisal program; conducted appraisal drilling
 
and commissioned
infrastructure at Montney in Canada.
 
Completed Lower 48, Alaska and Argentina acquisitions;
 
awarded a 20-year extension of the Indonesia
Corridor Block PSC, with new terms.
 
Generated $3 billion in disposition proceeds; entered into agreements to
 
sell Australia-West
 
assets for $1.4
billion and Niobrara for $0.4 billion, both subject to customary closing
 
adjustments, as well as regulatory
and other approvals.
 
Reduced asset retirement obligations and accrued environmental costs by $2.3
 
billion, primarily due to
closed and pending dispositions.
 
 
Ended the year with cash, cash equivalents and restricted cash totaling $
 
5.4 billion and short-term
investments of $3.0 billion.
 
Recognized a $296 million after-tax impairment related
 
to the sale of our Niobrara interests in the Lower
48 segment.
 
Discontinued exploration activities in the Central Louisiana Austin Chalk trend
 
and recognized $197
million after-tax in leasehold impairment and dry hole expenses.
 
 
Operationally, we remain focused on safely executing our operating plan and maintaining
 
capital and cost
discipline.
 
Production of 1,348 MBOED increased 5 percent
 
or 65 MBOED in 2019 compared with 2018.
 
Production, excluding Libya, of 1,305 MBOED
 
increased 5 percent or 63 MBOED.
 
Underlying production,
which excludes Libya and the net volume impact
 
from closed dispositions and acquisitions
 
of 51 MBOED in
2019 and 47 MBOED in 2018, is used to measure
 
our ability to grow production organically.
 
Our underlying
production grew 5 percent in 2019 to 1,254 MBOED
 
from 1,195 MBOED in 2018.
 
 
On September 30, 2019, we completed the sale of
 
two ConocoPhillips U.K. subsidiaries to
 
Chrysaor E&P
Limited for proceeds of $2.2 billion after interest
 
and customary adjustments.
 
In 2019, we recorded a $1.7
billion before-tax and $2.1 billion after-tax
 
gain associated with this transaction.
 
Together the subsidiaries
 
 
 
37
sold our indirectly held exploration and production
 
assets in the U.K., including $1.8 billion
 
of ARO.
 
Annualized average production associated with the
 
U.K. assets sold was 50 MBOED in 2019.
 
Reserves
associated with the U.K. assets sold were 84 MMBOE
 
at the time of disposition.
 
Results of operations for the
U.K. are reported within our Europe and North
 
Africa segment.
 
In the second quarter of 2019, we completed the sale
 
of our 30 percent interest in the Greater Sunrise
 
Fields to
the government of Timor-Leste for $350 million and recognized
 
an after-tax gain of $52 million.
 
No
production or reserve impacts were associated
 
with the sale.
 
The Greater Sunrise Fields were included in
 
our
Asia Pacific and Middle East segment.
 
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.
 
In addition, we will receive a payment of $75 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 40 percent
 
interest in
the Greater Poseidon Fields, and our 50 percent
 
interest in the Athena Field.
 
This transaction is expected to be
completed in the first quarter of 2020, subject to regulatory
 
approvals and the satisfaction of other specific
conditions precedent.
 
In 2019, production associated with the Australia-West assets to be sold was 48
MBOED.
 
Year
 
-end 2019
 
reserves associated with these assets were 17
 
MMBOE.
 
We will retain our 37.5
percent interest in the Australia Pacific LNG project
 
and operatorship of that project’s LNG facility.
 
Results
of operations for the subsidiaries to be sold are reported
 
within our Asia Pacific and Middle East segment.
 
In the fourth quarter of 2019, we signed an agreement
 
to sell our interests in the Niobrara shale play
 
for $380
million, plus customary adjustments,
 
and overriding royalty interests in certain
 
future wells.
 
We recorded an
after-tax impairment
 
of $296 million in the fourth quarter of 2019 to reduce
 
the carrying value to fair value.
 
In
2019, production from Niobrara was 11 MBOED.
 
Year
 
-end 2019 reserves associated with the
 
Niobrara assets
to be sold were 14 MMBOE.
 
This transaction is subject to regulatory approval
 
and other conditions precedent
and is expected to close in the first quarter
 
of 2020.
 
The Niobrara results of operations are reported
 
within our
Lower 48 segment.
 
For more information regarding the accounting impacts
 
of these transactions, see Note 5—Asset Acquisitions
and Dispositions,
 
in the Notes to Consolidated Financial
 
Statements.
 
Business Environment
 
Brent crude oil prices averaged $64 per barrel in 2019,
 
ranging from a low of $53 per barrel in January
 
to a
high of almost $75 per barrel in April.
 
The energy industry has periodically experienced
 
this type of volatility
due to fluctuating supply-and-demand conditions
 
and such volatility may persist for the foreseeable
 
future.
 
Commodity prices are the most significant
 
factor impacting our profitability and related reinvestment
 
of
operating cash flows into our business.
 
Our strategy is to create value through price cycles
 
by delivering on
the foundational principles that underpin our value
 
proposition;
 
focus on financial returns through cash flow
expansion, maintain balance sheet strength and
 
deliver peer-leading distributions.
 
Operational and Financial Factors Affecting
 
Profitability
The focus areas we believe will drive our success
 
through the price cycles include:
 
 
Maintain a relentless focus on safety and environmental
 
stewardship.
 
Safety and environmental
stewardship, including the operating integrity
 
of our assets, remain our highest priorities,
 
and we are
committed to protecting the health and safety of
 
everyone who has a role in our operations
 
and the
communities in which we operate.
 
We strive to conduct our business with respect and care for both
the local and global environment and systematically
 
manage risk to drive sustainable business growth.
 
Demonstrating our commitment to sustainability
 
and environmental stewardship, on November 2017,
we announced our intention to target a 5 to 15 percent reduction
 
in our GHG emission
 
intensity by 2030.
 
In December 2018, we became a founding
 
member of the Climate Leadership
Council (CLC), an international policy institute
 
founded in collaboration with business and
 
 
 
 
 
38
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.
 
In early 2019, we issued our first stand-alone
 
Climate-related Risk
Report and incorporated this into our website
 
during our annual Sustainability Report update.
 
Our
sustainability efforts continued through 2019 with a focus
 
on advancing our action plans for climate
change, biodiversity, water and human rights.
 
We are committed to building a learning organization
using human performance principles as we relentlessly
 
pursue improved HSE and operational
performance.
 
 
Focus on financial returns.
 
This is a core principle of our value proposition.
 
Our goal is to achieve
strong financial returns by exercising capital
 
discipline,
 
controlling our costs, and continually
optimizing our portfolio.
 
o
 
Maintain capital allocation discipline.
 
We participate in a commodity price-driven and
capital-intensive industry, with varying lead times from when an investment
 
decision is made
to the time an asset is operational and generates cash
 
flow.
 
As a result, we must invest
significant capital dollars to explore for new oil
 
and gas fields, develop newly discovered
fields, maintain existing fields, and construct pipelines
 
and LNG facilities.
 
We allocate
capital across a geographically diverse, low cost
 
of supply resource base, which combined
with legacy assets results in low production decline.
 
Cost of supply is the WTI equivalent
price that generates a 10 percent after-tax return
 
on a point-forward and fully burdened basis.
 
Fully burdened includes capital infrastructure,
 
foreign exchange, price related inflation and
G&A.
 
In setting our capital plans, we exercise a rigorous
 
approach that evaluates projects
using this cost of supply criteria, which should
 
lead to value maximization and cash flow
expansion using an optimized investment pace,
 
not production growth for growth’s sake.
 
Additional capital may be allocated toward growth,
 
but discipline will be maintained.
 
Our
cash allocation priorities call for the investment
 
of sufficient capital to sustain production and
pay the existing dividend.
 
In February 2020, we announced 2020 operating
 
plan capital of $6.5 billion to $6.7 billion.
 
The plan includes funding for ongoing development
 
drilling programs, major projects,
exploration and appraisal activities, as
 
well as base maintenance.
 
Capital spend is expected to
be higher in the first quarter largely from winter construction
 
and exploration and appraisal
drilling in Alaska.
 
This guidance does not include capital
 
for acquisitions.
 
o
 
Control costs and expenses.
 
Controlling operating and overhead costs,
 
without compromising
safety and environmental stewardship, is a high priority.
 
We monitor these costs using
various methodologies that are reported to senior management
 
monthly, on both an absolute-
dollar basis and a per-unit basis.
 
Managing operating and overhead costs is critical
 
to
maintaining a competitive position in our industry, particularly in a low commodity
 
price
environment.
 
The ability to control our operating and overhead
 
costs impacts our ability to
deliver strong cash from operations.
 
In 2019, our production and operating expenses
 
were
two percent higher than 2018, primarily due to costs
 
associated with higher production
volumes, which grew five percent during the same
 
period.
 
o
 
Optimize our portfolio.
 
We continue to optimize our asset portfolio to focus on low cost of
supply assets that support our strategy.
 
In 2019, we continued to dispose of or market
 
certain
non-core assets, including the U.K., Australia-West and our Niobrara assets
 
in the Lower 48.
 
Additions to the portfolio were made in the Lower
 
48 with bolt-on interests and acreage
acquisitions,
 
in Alaska with the Nuna discovery acreage acquisition,
 
and internationally with
entrance into Argentina’s Neuquén and Austral Basins.
 
We will continue to evaluate our
assets to determine whether they compete for capital
 
within our portfolio and will optimize
the portfolio as necessary, directing capital towards the most competitive investments.
 
 
 
 
 
 
39
 
Maintain balance sheet strength.
 
We believe balance sheet strength is critical in a cyclical business
such as ours.
 
Our strong operating performance buffered by a solid
 
balance sheet enables us to deliver
on our priorities through the price cycles.
 
Our priorities include execution of our development
 
plans,
maintaining a growing dividend,
 
and repurchasing shares on a dollar cost
 
average basis.
 
 
Return value to shareholders.
 
We believe in delivering value to our shareholders via a growing,
sustainable dividend supplemented by share repurchases.
 
In 2019, we paid dividends on our common
stock of approximately $1.5 billion and repurchased
 
$3.5 billion of our common stock.
 
Combined,
our dividend and repurchases represented 45 percent
 
of our net cash provided by operating
 
activities.
 
Since we initiated our current share repurchase
 
program in late 2016, we have repurchased $9.6
 
billion
of shares.
 
Additionally, as of December 31, 2019, $5.4 billion of repurchase authority
 
remained of the
$15 billion share repurchase program our Board
 
of Directors had authorized.
 
In February 2020, we
announced that the Board of Directors approved
 
an increase to our repurchase authorization
 
from $15
billion to $25 billion, to support our plan for future
 
share repurchases.
 
Whether we undertake these
additional repurchases is ultimately subject to numerous
 
considerations, including market conditions
and other factors.
 
See Risk Factors “Our ability to declare and
 
pay dividends and repurchase shares is
subject to certain considerations.”
 
In October 2019, we announced that our Board
 
of Directors approved an increase to our quarterly
dividend of 38 percent to $0.42 per share.
 
 
Add to our proved reserve base.
 
We primarily add to our proved reserve base in three ways:
 
o
 
Successful exploration, exploitation and development
 
of new and existing fields.
o
 
Application of new technologies and processes
 
to improve recovery from existing fields.
o
 
Purchases of increased interests in existing
 
fields and bolt-on acquisitions.
 
Proved reserve estimates require economic production
 
based on historical 12-month, first-of-month,
average prices and current costs.
 
Therefore, our proved reserves generally increase
 
as prices rise and
decrease as prices decline.
 
Reserve replacement represents the net change in
 
proved reserves, net of
production, divided by our current year production,
 
as shown in our supplemental reserve table
disclosures.
 
In 2019, our reserve replacement, which included
 
a net decrease of 0.1 billion BOE from
sales and purchases, was 100 percent.
 
Increased crude oil reserves accounted for approximately
 
55
percent of the total change in reserves. Our organic reserve
 
replacement, which excludes the impact of
sales and purchases, was 117 percent in 2019.
 
Approximately 50 percent of organic reserve additions
were from Lower 48 unconventional assets.
 
The remaining additions were evenly distributed
 
across
the other operating segments.
 
In the five years ended December 31, 2019, our reserve
 
replacement was negative 34 percent,
reflecting the impact of asset dispositions and lower
 
prices during that period.
 
Our organic reserve
replacement during the five years ended December
 
31, 2019, which excludes a decrease of 2.0 billion
BOE related to sales and purchases, was 40 percent,
 
reflecting development activities as
 
well as lower
prices during that period.
 
Historically, our reserve replacement has varied considerably year to year contingent
 
upon the timing
of major projects which may have long lead times
 
between capital investment and production.
 
In the
last several years, more of our capital has been
 
allocated to short cycle time, onshore,
 
unconventional
plays.
 
Accordingly, we believe our recent success in replacing reserves can be viewed
 
on a trailing
three-year basis.
 
 
In the three years ended December 31, 2019, our reserve
 
replacement was 23 percent, reflecting the
impact of asset dispositions during that period.
 
Our organic reserve replacement during the three
years ended December 31, 2019, which excludes a
 
decrease of 1.8 billion BOE related to sales
 
and
purchases, was 143 percent, reflecting reserve
 
additions from development activities.
 
 
 
 
 
cop-20191231p42i0.jpg
 
40
Access to additional resources may become increasingly
 
difficult as commodity prices can make
projects uneconomic or unattractive.
 
In addition, prohibition of direct investment
 
in some nations,
national fiscal terms, political instability, competition from national oil companies,
 
and lack of access
to high-potential areas due to environmental or other
 
regulation may negatively impact our
 
ability to
increase our reserve base.
 
As such, the timing and level at which we add
 
to our reserve base may, or
may not, allow us to replace our production
 
over subsequent years.
 
 
 
Apply technical capability.
 
We leverage our knowledge and technology to create value and safely
deliver on our plans.
 
Technical strength is part of our heritage and allows us to economically
 
convert
additional resources to reserves, achieve greater
 
operating efficiencies and reduce our environmental
impact.
 
Companywide, we continue to evaluate potential
 
solutions to leverage knowledge of
technological successes across our operations.
 
 
We have embraced the digital transformation and are using digital innovations to
 
work and operate
more efficiently.
 
Predictive analytics have been adopted in our operations
 
and planning process.
 
Artificial intelligence, machine learning and
 
deep learning are being used for seismic
 
advancements.
 
 
Attract, develop and retain a talented work force.
 
We strive to attract, develop and retain individuals
with the knowledge and skills to implement
 
our business strategy and who support our values
 
and
ethics.
 
We offer university internships across multiple disciplines to attract the best early career
talent.
 
We also recruit experienced hires to fill critical skills and maintain a broad range
 
of expertise
and experience.
 
We promote continued learning, development and technical training through
structured development programs designed to enhance
 
the technical and functional skills
 
of our
employees.
 
Other Factors Affecting Profitability
Other significant factors that can affect our profitability
 
include:
 
 
Energy commodity prices.
 
Our earnings and operating cash flows generally
 
correlate with industry
price levels for crude oil and natural gas.
 
Industry price levels are subject to factors external
 
to the
company and over which we have no control, including
 
but not limited to global economic health,
supply disruptions or fears thereof caused by civil
 
unrest or military conflicts, actions taken by
 
OPEC,
environmental laws, tax regulations, governmental
 
policies and weather-related disruptions.
 
The
following graph depicts the average benchmark
 
prices for WTI crude oil, Brent crude oil
 
and U.S.
Henry Hub natural gas:
 
 
 
 
 
 
 
41
Brent crude oil prices averaged $64.30 per barrel
 
in 2019, a decrease of 9 percent compared
 
with
$71.04 per barrel in 2018.
 
Similarly, WTI crude oil prices decreased 12 percent from $64.92 per
barrel in 2018 to $57.02 per barrel in 2019.
 
Crude oil prices weakened year over year primarily
 
due to
ample global supplies and a decelerating global
 
economy.
 
Henry Hub natural gas price averages decreased
 
15 percent from $3.09 per MMBTU in 2018 to
 
$2.63
per MMBTU in 2019.
 
Natural gas prices weakened in 2019 versus the
 
prior year due to strong
production, while demand growth was dampened
 
by mild weather.
 
Our realized NGL prices decreased 34 percent from
 
$30.48 per barrel in 2018 to $20.09 per barrel
 
in
2019.
 
NGL prices weakened year over year due to
 
strong supply growth with only moderate demand
growth.
 
Our realized bitumen price increased 42 percent
 
from $22.29 per barrel in 2018 to $31.72 per
 
barrel in
2019.
 
Curtailment orders imposed by the Alberta
 
Government, which limited production from
 
the
province starting January 2019, provided strength
 
to the 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 worldwide annual average realized price decreased
 
9 percent from $53.88
 
per BOE in 2018 to
$48.78
 
per BOE in 2019 due to lower realized oil,
 
natural gas and NGL prices.
 
 
North America’s energy supply landscape has been transformed from one of resource
 
scarcity to one
of abundance.
 
In recent years, the use of hydraulic fracturing
 
and horizontal drilling in
unconventional formations has led to increased industry
 
actual and forecasted crude oil and natural
gas production in the U.S.
 
Although providing significant short-
 
and long-term growth opportunities
for our company, the increased abundance of crude oil and natural gas due to development
 
of
unconventional plays could also have adverse
 
financial implications to us, including: an extended
period of low commodity prices; production curtailments;
 
and delay of plans to develop areas such as
unconventional fields.
 
Should one or more of these events occur, our revenues would
 
be reduced, and
additional asset impairments might be possible.
 
 
Impairments.
 
We participate in a capital-intensive industry.
 
At times, our PP&E and investments
become impaired when, for example, commodity
 
prices decline significantly for long
 
periods of time,
our reserve estimates are revised downward, or a
 
decision to dispose of an asset leads to
 
a write-down
to its fair value.
 
We may also invest large amounts of money in exploration which, if exploratory
drilling proves unsuccessful, could lead to a material
 
impairment of leasehold values.
 
As we optimize
our assets in the future, it is reasonably possible
 
we may incur future losses upon sale or
 
impairment
charges to long-lived assets used in operations, investments
 
in nonconsolidated entities accounted for
under the equity method, and unproved properties.
 
A sustained decline in the current and long-term
outlook on gas price could affect the carrying value
 
of certain Lower 48 non-core gas assets and it
 
is
reasonably possible this could result in a future
 
non-cash impairment.
 
For additional information on
our impairments in 2019, 2018 and 2017, see
 
Note 9—Impairments, in the Notes to Consolidated
Financial Statements.
 
 
Effective tax rate.
 
Our operations are in countries with different tax rates
 
and fiscal structures.
 
Accordingly, even in a stable commodity price and fiscal/regulatory environment,
 
our overall
effective tax rate can vary significantly between periods
 
based on the “mix” of before-tax earnings
within our global operations.
 
 
 
Fiscal and regulatory environment.
 
Our operations can be affected by changing economic,
 
regulatory
and political environments in the various countries
 
in which we operate, including the U.S.
 
Civil
unrest or strained relationships with governments
 
may impact our operations or investments.
 
These
changing environments could negatively impact our
 
results of operations, and further changes to
 
42
increase government fiscal take could have a
 
negative impact on future operations.
 
Our management
carefully considers the fiscal and regulatory
 
environment when evaluating projects or
 
determining the
levels and locations of our activity.
 
 
Outlook
 
Full-year 2020 production is expected to be 1,230
 
MBOED to 1,270 MBOED, including the impact
 
of a recent
third-party pipeline outage on the Kebabangan
 
Field in Malaysia.
 
First-quarter 2020 production is expected to
be 1,240 MBOED to 1,280 MBOED.
 
Production guidance for 2020 excludes Libya.
 
Operating Segments
 
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, premiums incurred on the early retirement
 
of debt, corporate overhead, certain technology
 
activities,
as well as licensing revenues.
 
 
Our key performance indicators, shown in the statistical
 
tables provided at the beginning of the operating
segment sections that follow, reflect results from our operations, including commodity
 
prices and production.
 
 
 
 
 
 
 
 
 
 
43
RESULTS OF OPERATIONS
This section of the Form 10-K
 
discusses year-to-year comparisons between 2019
 
and 2018.
 
For discussion of
year-to-year comparisons between 2018 and 2017, see
 
"Management's Discussion and Analysis
 
of Financial
Condition and Results of Operations" in Part II, Item
 
7 of our 2018 10-K.
Consolidated Results
A summary of the company’s net income (loss) attributable to ConocoPhillips
 
by business segment follows:
Millions of Dollars
Years Ended December 31
2019
2018
2017
Alaska
$
1,520
1,814
1,466
Lower 48
436
1,747
(2,371)
Canada
279
63
2,564
Europe and North Africa
2,724
1,866
553
Asia Pacific and Middle East
1,929
2,070
(1,098)
Other International
263
364
167
Corporate and Other
38
(1,667)
(2,136)
Net income (loss) attributable to ConocoPhillips
$
7,189
6,257
(855)
 
 
2019 vs. 2018
 
Net income attributable to ConocoPhillips
 
increased $932 million in 2019.
 
The increase was mainly due to:
 
 
A $2.1 billion after-tax gain associated with the
 
completion of the sale of two ConocoPhillips
 
U.K.
subsidiaries to Chrysaor E&P Limited.
 
 
An unrealized gain of $649 million after-tax
 
on our Cenovus Energy (CVE) common shares in 2019,
as compared to a $436 million after-tax unrealized
 
loss on those shares in 2018.
 
Higher crude oil sales volumes due to growth in the
 
Lower 48 unconventionals and from the
acquisition of incremental interests in operated
 
assets in Alaska during the second and
 
fourth quarters
of 2018.
 
 
The absence of premiums on early debt retirements
 
totaling $195 million after-tax.
 
A $164 million income tax benefit related to
 
deepwater incentive tax credits recognized for
 
Malaysia
Block G.
 
A $151
 
million income tax benefit related to the
 
revaluation of deferred tax assets following
finalization of rules relating to the 2017 Tax Cuts and Jobs Act.
 
These increases in net income were partly offset by:
 
 
Lower realized crude oil, natural gas and NGL
 
prices.
 
The absence of a $774 million after-tax gain on the
 
Clair disposition in the U.K.
 
A $296
 
million after-tax impairment related to
 
the sale of our Lower 48 Niobrara interests.
 
Lower equity in earnings of affiliates due to $120 million
 
of impairments to equity method
investments in our Lower 48 segment and a $118 million reduction
 
in equity earnings at QG3 in our
Asia Pacific and Middle East segment due to a deferred
 
tax adjustment.
 
Higher exploration expenses, primarily in
 
our Lower 48 segment due to $197 million after-tax
 
of
leasehold impairment and dry hole costs associated
 
with our decision to discontinue exploration
activities in the Central Louisiana Austin
 
Chalk trend.
 
 
 
 
 
 
 
 
 
 
 
 
44
 
Income Statement Analysis
 
2019 vs. 2018
 
Sales and other operating revenues decreased 11 percent in 2019,
 
mainly due to lower realized crude oil,
natural gas and NGL prices, partly offset by higher sales
 
volumes of crude oil in the Lower 48 and Alaska.
 
Equity in earnings of affiliates decreased $295 million
 
in 2019, primarily due to impairments of equity
 
method
investments in our Lower 48 segment totaling
 
$155 million.
 
Additionally, equity earnings decreased $118
million resultant from a deferred tax adjustment
 
at QG3,
 
reported in our Asia Pacific and Middle East segment.
 
For more information related to these items,
 
see Note 3—Variable Interest Entities and Note 5—Asset
Acquisitions and Dispositions, in the Notes to
 
Consolidated Financial Statements.
 
Gain on dispositions increased $903 million
 
in 2019, primarily due to a $1.7
 
billion before-tax gain associated
with the completion of the sale of two ConocoPhillips
 
U.K. subsidiaries to Chrysaor E&P Limited.
 
Partly
offsetting this increase, was the absence of a $715 million
 
before-tax gain on the sale of a ConocoPhillips
subsidiary to BP in 2018,
 
which held 16.5 percent of our 24 percent interest
 
in the BP-operated Clair Field in
the U.K.
 
For additional information related to these dispositions,
 
see Note 5—Asset Acquisitions and
Dispositions, in the Notes to Consolidated Financial
 
Statements.
 
Other income increased $1,185 million in 2019, primarily
 
due to an unrealized gain of $649 million before-tax
on our CVE common shares in 2019, and the absence
 
of a $437 million before-tax unrealized loss
 
on those
shares in 2018.
 
For discussion of our CVE shares, see Note
 
7—Investment in Cenovus Energy, in the Notes to
Consolidated Financial Statements.
 
Purchased commodities decreased 17 percent in
 
2019, primarily due to lower natural gas
 
and crude oil prices.
 
Selling, general and administrative expenses increased
 
$155 million in 2019, primarily due to higher
 
costs
associated with compensation and benefits,
 
including mark to market impacts of certain
 
key employee
compensation programs, and increased facility
 
costs.
 
Exploration expenses increased $374 million
 
in 2019, primarily due to higher leasehold impairment
 
and dry
hole costs,
 
mainly in our Lower 48 segment,
 
and higher exploration G&A expenses.
 
In 2019, we recorded a
$141 million before-tax leasehold impairment
 
expense due to our decision to discontinue
 
exploration activities
in the Central Louisiana Austin Chalk trend and
 
expensed $111 million of dry hole costs related to this play.
 
 
Impairments increased $378 million in
 
2019, mainly due to a $379 million before-tax impairment
 
related to the
sale of our Niobrara interests in the Lower 48 segment.
 
For additional information, see Note 5—Asset
Acquisitions and Dispositions and Note 9—Impairments,
 
in the Notes to Consolidated Financial Statements.
 
 
Other expenses decreased $310 million in
 
2019, primarily due to the absence of a $206
 
million before-tax
expense for premiums on early debt retirements
 
and lower pension settlement expense.
 
See Note 19—Income Taxes, in the Notes to Consolidated Financial Statements,
 
for information regarding our
income tax provision (benefit) and effective tax rate.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
45
Summary Operating Statistics
2019
2018
2017
Average Net Production
Crude oil (MBD)
705
653
599
Natural gas liquids (MBD)
115
102
111
Bitumen (MBD)
60
66
122
Natural gas (MMCFD)
2,805
2,774
3,270
Total Production
 
(MBOED)
1,348
1,283
1,377
Dollars Per Unit
Average Sales Prices
 
Crude oil (per bbl)
$
60.99
68.13
51.96
Natural gas liquids (per bbl)
20.09
30.48
25.22
Bitumen (per bbl)
31.72
22.29
22.66
Natural gas (per mcf)
5.03
5.65
4.07
Millions of Dollars
Worldwide Exploration Expenses
General and administrative; geological and geophysical,
lease rental, and other
$
322
274
368
Leasehold impairment
221
56
136
Dry holes
200
39
430
$
743
369
934
 
 
We explore for, produce, transport and market crude oil, bitumen, natural gas, LNG and NGLs on
 
a worldwide
basis.
 
At December 31, 2019, our operations were
 
producing in the U.S., Norway, Canada, Australia, Timor-
Leste, Indonesia, China, Malaysia, Qatar and
 
Libya.
 
2019 vs. 2018
 
Total production, including Libya, of 1,348 MBOED increased 65 MBOED
 
or 5 percent in 2019 compared
with 2018,
 
primarily due to:
 
 
New wells online in the Lower 48.
 
An increased interest in the Western North Slope (WNS) and Greater Kuparuk Area
 
(GKA) of Alaska
following acquisitions closed in 2018.
 
 
Higher production in Norway due to drilling activity
 
and the startup of Aasta Hansteen in December
2018.
 
 
The increase in production during 2019 was
 
partly offset by:
 
 
Normal field decline.
 
Disposition impacts from the U.K. and non-core
 
asset sales in the Lower 48.
 
Production excluding Libya was 1,305 MBOED in
 
2019 compared with 1,242 MBOED in 2018,
 
an increase of
63 MBOED or 5 percent.
 
Underlying production, which excludes Libya and
 
the net volume impact from
closed dispositions and acquisitions of 51 MBOED
 
in 2019 and 47 MBOED in 2018, is used to measure
 
our
ability to grow production organically.
 
Our underlying production grew 5 percent to 1,254
 
MBOED in 2019
from 1,195 MBOED in 2018.
 
 
 
 
 
 
 
 
 
 
 
 
 
46
Alaska
2019
2018
2017
Net Income Attributable to ConocoPhillips
 
(millions of dollars)
$
1,520
1,814
1,466
Average Net Production
Crude oil (MBD)
202
171
167
Natural gas liquids (MBD)
15
14
14
Natural gas (MMCFD)
7
6
7
Total Production
 
(MBOED)
218
186
182
Average Sales Prices
 
Crude oil (per bbl)
$
64.12
70.86
53.33
Natural gas (per mcf)
3.19
2.48
2.72
 
 
The Alaska segment primarily explores for, produces, transports
 
and markets crude oil, NGLs and natural gas.
 
In 2019, Alaska contributed 25 percent of our
 
worldwide liquids production and less than 1 percent
 
of our
natural gas production.
 
2019 vs. 2018
 
Alaska reported earnings of $1,520 million in
 
2019, compared with earnings of $1,814 million
 
in 2018.
 
The
decrease in earnings was mainly due to lower
 
realized crude oil prices and higher production
 
and operating and
DD&A expenses associated with incremental volumes
 
from acquisitions completed during 2018.
 
Additionally, earnings were lower due to the absence of a $98 million tax valuation
 
allowance reduction,
 
the
absence of a $79 million after-tax benefit resulting
 
from an accrual reduction due to a transportation
 
cost ruling
by the FERC,
 
and $62 million less in enhanced oil recovery
 
credits.
 
Partly offsetting these decreases in
earnings, were higher crude oil sales volumes
 
due to the GKA and WNS acquisitions completed
 
in 2018.
 
Average production increased 32 MBOED in 2019 compared with 2018, primarily
 
due to acquisitions at GKA
and WNS in 2018, which provided an incremental
 
38 MBOED of production in 2019, as well as volumes
 
from
new wells online.
 
These production increases were partly offset by normal
 
field decline.
 
Acquisition Update
In the third quarter of 2019, we completed the
 
Nuna discovery acreage acquisition for approximately
 
$100
million, expanding the Kuparuk River Unit by
 
21,000 acres and leveraging legacy infrastructure.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
47
Lower 48
2019
2018
2017
Net Income (Loss) Attributable to ConocoPhillips
 
(millions of dollars)
$
436
1,747
(2,371)
Average Net Production
Crude oil (MBD)
266
229
180
Natural gas liquids (MBD)
81
69
69
Natural gas (MMCFD)
622
596
898
Total Production
 
(MBOED)
451
397
399
Average Sales Prices
 
Crude oil (per bbl)
$
55.30
62.99
47.36
Natural gas liquids (per bbl)
16.83
27.30
22.20
Natural gas (per mcf)
2.12
2.82
2.73
 
 
The Lower 48 segment consists of operations located
 
in the contiguous U.S. and the Gulf of Mexico.
 
During
2019, the Lower 48 contributed 39 percent of our
 
worldwide liquids production and 22 percent
 
of our natural
gas production.
 
 
2019 vs. 2018
 
Lower 48 reported earnings of $436 million in
 
2019, compared with $1,747 million in 2018.
 
Earnings
decreased primarily due to lower realized crude oil,
 
NGL and natural gas prices; higher DD&A due to
increased production volumes; a $301 million after-tax
 
impairment of our Niobrara assets;
 
higher exploration
expenses, primarily due to a combined $197 million
 
after-tax of leasehold impairment and dry
 
hole costs
associated with our decision to discontinue exploration
 
activities in the Central Louisiana Austin
 
Chalk; and
lower earnings in equity
 
affiliates due to a combined $120 million after-tax
 
of impairments associated with a
fair value reduction of our investment in MWCC
 
and the disposition of our interests in the
 
Golden Pass LNG
Terminal and Golden Pass Pipeline.
 
Partly offsetting the decrease in earnings were increased
 
crude oil and
NGL sales volumes in the Eagle Ford, Bakken
 
and Permian Unconventional.
 
For additional information related to our impairment
 
of MWCC, see Note 3—Variable Interest Entities in the
Notes to Consolidated Financial Statements.
 
For more information related to the sale of our interests
 
in
Golden Pass LNG Terminal and Golden Pass Pipeline, see Note 5—Asset
 
Acquisitions and Dispositions in the
Notes to Consolidated Financial Statements.
 
 
Total average production increased 54 MBOED in 2019 compared with 2018.
 
The increase was primarily due
to new production from unconventional assets in
 
Eagle Ford, Bakken and the Permian Basin,
 
partly offset by
normal field decline.
 
Additionally, production decreased by 10 MBOED due to non-core dispositions
 
in 2018.
 
Asset Dispositions
 
Update
In January 2019, we entered into agreements to
 
sell our 12.4 percent ownership interests
 
in the Golden Pass
LNG Terminal and Golden Pass Pipeline.
 
We have also entered into agreements to amend our contractual
obligations for retaining use of the facilities.
 
As a result of entering into these agreements, we recognized
 
a
before-tax impairment of $60 million in the
 
first quarter of 2019 which is included in the “Equity
 
in earnings
of affiliates” line on our consolidated income statement.
 
We completed the sale in the second quarter of 2019.
 
See Note 15—Fair Value Measurement in the Notes to Consolidated Financial Statements, for
 
additional
information.
 
In the fourth quarter of 2019, we sold our interests
 
in the Magnolia field and platform and recognized
 
an after-
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
48
tax gain of $63 million.
 
Production from Magnolia in 2019 was less
 
than one MBOED.
 
 
In the fourth quarter of 2019, we signed an agreement
 
to sell our interests in the Niobrara shale
 
play for $380
million, plus customary adjustments,
 
and overriding royalty interests in certain
 
future wells.
 
We recorded an
after-tax impairment of $301 million in
 
the fourth quarter to reduce the carrying value to
 
fair value.
 
Production from Niobrara was approximately 11 MBOED in 2019.
 
This transaction is subject to regulatory
approval and other conditions precedent and
 
is expected to close in the first quarter
 
of 2020.
 
 
In January 2020, we entered into an agreement to
 
sell our interests in certain non-core properties
 
in the Lower
48 segment for $186 million, plus customary
 
adjustments.
 
The assets met the held for sale criteria
 
in January
2020 and the transaction is expected to be completed
 
in the first quarter of 2020.
 
No gain or loss is anticipated
on the sale.
 
This disposition will not have a significant
 
impact on Lower 48 production.
 
 
For additional information on these transactions,
 
see Note 5—Asset Acquisitions and Dispositions,
 
in the
Notes to Consolidated Financial Statements.
 
Canada
2019
2018
2017
Net Income Attributable to ConocoPhillips
(millions of dollars)
$
279
63
2,564
Average Net Production
Crude oil (MBD)
1
1
3
Natural gas liquids (MBD)
-
1
9
Bitumen (MBD)
Consolidated operations
60
66
59
Equity affiliates
-
-
63
Total bitumen
60
66
122
Natural gas (MMCFD)
9
12
187
Total Production
 
(MBOED)
63
70
165
Average Sales Prices
 
Crude oil (per bbl)
$
40.87
48.73
43.69
Natural gas liquids (per bbl)
19.87
43.70
21.51
Bitumen (dollars per bbl)*
Consolidated operations
31.72
22.29
21.43
Equity affiliates
-
-
23.83
Total bitumen
31.72
22.29
22.66
Natural gas (per mcf)
0.49
1.00
1.93
*Average prices for sales of bitumen produced during 2018 and 2019 excludes additional value realized from the purchase and sale of third-
party volumes for optimization of our pipeline capacity between Canada
 
and the U.S. Gulf Coast.
 
Our Canadian operations consist of the Surmont
 
oil sands development in Alberta and the liquids-rich
Montney unconventional play in British Columbia.
 
In 2019, Canada contributed 7 percent of our
 
worldwide
liquids production and less than one percent of
 
our worldwide natural gas production.
 
2019 vs. 2018
 
Canada operations reported earnings of $279 million
 
in 2019 compared with $63 million in 2018.
 
Earnings
increased mainly due to higher realized bitumen
 
prices,
 
a $68 million tax benefit primarily comprised
 
of a
previously unrecognizable tax basis related to
 
a tax settlement,
 
lower DD&A expense due to lower rates from
 
 
 
 
 
 
 
 
 
 
 
 
 
49
reserve additions,
 
lower production and operating expenses,
 
and a $25 million tax benefit due to a four year
phased four percent reduction in Alberta’s corporate income tax rate.
 
Partly offsetting the increase in earnings
were lower sales volumes due to a planned turnaround
 
at Surmont, lower production due to a mandated
production curtailment imposed by the Alberta
 
government in January 2019, and the absence of
 
an $80 million
tax restructuring benefit.
 
Total average production decreased 7 MBOED in 2019 compared with 2018.
 
The production decrease was
primarily due to a turnaround at Surmont, which
 
had an annualized average impact of 3 MBOED,
 
and a
mandated production curtailment imposed by the
 
Alberta government,
 
which also impacted production by 3
MBOED.
 
The curtailment program is established and administered
 
by the Alberta Energy Regulator under the
Curtailment Rules regulation, which is currently
 
set to expire on December 31, 2020.
 
This program is
intended to strengthen the WCS differential to WTI at
 
Hardisty.
 
Asset Disposition
On May 17, 2017, we completed the sale of our
 
50 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
was $11.0 billion in cash after customary adjustments, 208 million
 
Cenovus Energy common shares and a five
year uncapped contingent payment.
 
The contingent payment, calculated and paid
 
on a quarterly basis, is $6
million CAD for every $1 CAD by which the WCS
 
quarterly average crude
 
price exceeds $52 CAD per barrel.
 
During 2019 and 2018, we recorded after-tax gains
 
on dispositions for these contingent payments of
 
$84
million and $68 million,
 
respectively.
 
See Note 5—Asset Acquisitions and Dispositions
 
in the Notes to
Consolidated Financial Statements, for additional
 
information.
 
Europe and North Africa
2019
2018
2017
Net Income Attributable to ConocoPhillips
 
(millions of dollars)
$
2,724
1,866
553
Average Net Production
Crude oil (MBD)
138
149
142
Natural gas liquids (MBD)
7
8
8
Natural gas (MMCFD)
478
503
484
Total Production
 
(MBOED)
224
241
230
Average Sales Prices
 
Crude oil (dollars per bbl)
$
64.94
70.71
54.21
Natural gas liquids (per bbl)
29.37
36.87
34.07
Natural gas (per mcf)
4.92
7.65
5.70
 
 
The Europe and North Africa segment consisted
 
of operations principally located in the Norwegian
 
and U.K.
sectors of the North Sea, the Norwegian Sea and
 
Libya.
 
In 2019, our Europe and North Africa operations
contributed 16 percent of our worldwide liquids production
 
and 17 percent of our natural gas production.
 
2019 vs. 2018
 
Earnings for Europe and North Africa operations
 
of $2,724 million increased $858 million
 
in 2019 compared
with 2018.
 
The increase in earnings was primarily
 
due to a $2.1 billion after-tax gain associated with
 
the
completion of the sale of two ConocoPhillips
 
U.K. subsidiaries to Chrysaor E&P Limited.
 
Earnings also
increased due to the cessation of DD&A in the second
 
quarter of 2019 for our disposed U.K. subsidiaries
 
when
these assets became held-for-sale.
 
Partly offsetting the increase in earnings were the absence
 
of a $774 million
 
 
50
after-tax gain related to the sale of a ConocoPhillips
 
subsidiary to BP, which held 16.5 percent of our 24
percent interest in the BP-operated Clair Field
 
in the U.K.; lower sales volumes primarily
 
due to the U.K.
disposition to Chrysaor completed September 30,
 
2019; and lower realized natural gas and crude
 
oil prices.
 
Average production decreased 17 MBOED in 2019, compared with 2018.
 
The decrease was mainly due to
normal field decline and a 20 MBOED disposition
 
impact from the sale of our U.K. assets to Chrysaor
completed September 30, 2019.
 
Partly offsetting these production decreases were volumes
 
from new wells
online in Norway,
 
including the Aasta Hansteen Field which
 
achieved first production in December of 2018.
 
Asset Disposition Update
On September 30, 2019, we completed the sale of
 
two ConocoPhillips U.K. subsidiaries to
 
Chrysaor E&P
Limited for proceeds of $2.2 billion after interest
 
and customary adjustments.
 
In 2019, we recorded a $1.7
billion before-tax and $2.1 billion after-tax
 
gain associated with this transaction.
 
Together the subsidiaries
sold indirectly held our exploration and production
 
assets in the U.K., including $1.8 billion
 
of ARO.
 
Annualized average production associated with the
 
U.K. assets sold was 50 MBOED in 2019.
 
Reserves
associated with the U.K. assets sold were 84 MMBOE
 
at the time of disposition.
 
For additional information,
see Note 5—Asset Acquisitions and Dispositions
 
in the Notes to Consolidated Financial
 
Statements.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
51
Asia Pacific and Middle East
2019
2018
2017
Net Income (Loss) Attributable to ConocoPhillips
(millions of dollars)
$
1,929
2,070
(1,098)
Average Net Production
Crude oil (MBD)
Consolidated operations
85
89
93
Equity affiliates
13
14
14
Total crude oil
98
103
107
Natural gas liquids (MBD)
Consolidated operations
4
3
4
Equity affiliates
8
7
7
Total natural gas liquids
12
10
11
Natural gas (MMCFD)
Consolidated operations
637
626
687
Equity affiliates
1,052
1,031
1,007
Total natural gas
1,689
1,657
1,694
Total Production
 
(MBOED)
392
389
401
Average Sales Prices
 
Crude oil (dollars per bbl)
Consolidated operations
$
65.02
70.93
54.38
Equity affiliates
61.32
72.49
54.76
Total crude oil
64.52
71.14
54.43
Natural gas liquids (dollars per bbl)
Consolidated operations
37.85
47.20
41.37
Equity affiliates
36.70
45.69
38.74
Total natural gas liquids
37.10
46.13
39.75
Natural gas (dollars per mcf)
Consolidated operations
5.91
6.15
4.98
Equity affiliates
6.29
6.06
4.27
Total natural gas
6.15
6.09
4.55
 
 
The Asia Pacific and Middle East segment has
 
operations in China, Indonesia, Malaysia,
 
Australia, Timor-Leste
and Qatar.
 
During 2019,
 
Asia Pacific and Middle East contributed 13 percent
 
of our worldwide liquids
production and 60 percent of our natural gas production.
 
 
2019 vs. 2018
 
Asia Pacific and Middle East reported earnings
 
of $1,929 million in 2019, compared with
 
$2,070 million in
2018.
 
The decrease in earnings was mainly due to
 
lower realized crude oil, NGL and natural gas
 
prices;
 
lower
LNG and crude oil sales volumes; and lower equity
 
in earnings of affiliates, primarily due to a deferred
 
tax
adjustment at QG3 that resulted in a $118 million reduction to equity
 
earnings.
 
Partly offsetting this decrease in
earnings was a $164 million income tax benefit
 
related to deepwater incentive tax credits
 
from the Malaysia
Block G and a $52 million after-tax gain on disposition
 
of our interest in the Greater Sunrise Fields.
 
 
 
 
 
 
52
Average production increased 1 percent in 2019, compared with 2018.
 
The increase was primarily due to new
production 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;
 
and new wells online in China, including
 
Bohai
Phase 3.
 
Partly offsetting this production increase was normal
 
field decline.
 
 
Asset Dispositions Update
In the second quarter of 2019, we recognized an
 
after-tax gain of $52 million upon completion
 
of the sale of our
30 percent interest in the Greater Sunrise Fields
 
to the government of Timor-Leste for $350 million.
 
No
production or reserve impacts were associated
 
with the 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.
 
In
addition, we will receive a payment of $75 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 40 percent interest
 
in the Greater
Poseidon Fields, and our 50 percent interest in
 
the Athena Field.
 
This transaction is expected to be completed in
the first quarter of 2020, subject to regulatory approvals
 
and the satisfaction of other specific conditions
precedent.
 
In 2019, production associated with the
 
Australia-West assets to be sold was 48 MBOED.
 
Year
 
-end
2019 reserves associated with these assets were
 
17 MMBOE.
 
We will retain our 37.5 percent interest in the
Australia Pacific LNG project and operatorship
 
of that project’s LNG facility.
 
 
See Note 5—Asset Acquisitions and Dispositions
 
in the Notes to Consolidated Financial
 
Statements, for
additional information related to these dispositions.
 
Other International
2019
2018
2017
Net Income Attributable to ConocoPhillips
(millions of dollars)
$
263
364
167
 
The Other International segment includes exploration
 
activities in Colombia, Chile and Argentina and
contingencies associated with prior operations.
 
2019 vs. 2018
 
Other International operations reported earnings
 
of $263 million in 2019, compared with
 
earnings of $364
million in 2018.
 
The decrease in earnings was primarily due
 
to the recognition of $417 million after-tax
 
in
other income related to a settlement agreement
 
with PDVSA in 2018, compared with $317 million
 
after-tax
associated with this settlement agreement in 2019.
 
 
In 2018 and 2019, we collected approximately
 
$0.8 billion of the $2.0 billion settlement with
 
PDVSA.
 
PDVSA has defaulted on its remaining payment obligations
 
under this agreement, we are therefore now forced
to incur additional costs as we seek to recover
 
any unpaid amounts under the agreement.
 
For additional
information, see Note 13—Contingencies and Commitments
 
in the Notes to Consolidated Financial
Statements.
 
Argentina
In January 2019,
 
we secured a 50 percent nonoperated interest
 
in the El Turbio Este Block, within the Austral
Basin in southern Argentina.
 
In 2019, we acquired and processed 3-D
 
seismic covering 500 square miles,
 
with
evaluation of the data ongoing.
 
In November 2019, we acquired interests in
 
two nonoperated blocks in the Neuquén Basin
 
targeting the Vaca
Muerta play.
 
We have a 50 percent interest in the Bandurria Norte Block and a 45 percent interest
 
in the
Aguada Federal Block.
 
In Bandurria Norte, 1 vertical and 4 horizontal
 
wells were tested and shut-in during
2019.
 
In Aguada Federal, 2 horizontal wells
 
were being tested at the end of the year.
 
 
 
 
 
 
 
 
 
 
53
Corporate and Other
Millions of Dollars
2019
2018
2017
Net Income (Loss) Attributable to ConocoPhillips
Net interest
$
(604)
(680)
(739)
Corporate general and administrative expenses
(252)
(91)
(193)
Technology
123
109
20
Other
771
(1,005)
(1,224)
$
38
(1,667)
(2,136)
 
 
2019 vs. 2018
 
Net interest consists of interest and financing expense,
 
net of interest income and capitalized interest.
 
Net
interest decreased $76 million in 2019 compared
 
with 2018,
 
primarily due to lower capitalized interest
 
on
projects; increased interest income from holding
 
higher cash balances; and lower interest on debt expense
resultant from the retirement of $4.7 billion of
 
debt in 2018; partly offset by the absence of an accrual
reduction due to a transportation cost ruling
 
by the FERC.
 
Corporate G&A expenses include compensation
 
programs and staff costs.
 
These costs increased by $161
million in 2019 compared with 2018, primarily
 
due to higher costs associated with compensation
 
and benefits,
including certain key employee compensation
 
programs and higher facility costs.
 
Technology includes our investment in new technologies or businesses, as well as licensing
 
revenues.
 
Activities are focused on both conventional and tight
 
oil reservoirs, shale gas, heavy oil, oil
 
sands, enhanced
oil recovery and LNG.
 
Earnings from Technology increased by $14 million in 2019 compared with
 
2018,
primarily due to higher licensing revenues.
 
 
The category “Other” includes certain foreign currency
 
transaction gains and losses, environmental costs
associated with sites no longer in operation, other
 
costs not directly associated with an operating
 
segment,
premiums incurred on the early retirement
 
of debt, unrealized holding gains or losses
 
on equity securities, and
pension settlement expense.
 
Earnings in “Other” increased by $1,776 million
 
in 2019 compared with 2018,
primarily due to an unrealized gain of $649 million
 
after-tax on our CVE common shares in
 
2019, and the
absence of a $436
 
million after-tax unrealized loss on those
 
shares in 2018.
 
Additionally, earnings increased
due to the absence of $195 million in
 
premiums on the early retirement of debt, lower pension
 
settlement
expense, and a $151 million tax benefit related
 
to the revaluation of deferred tax assets following
 
finalization
of rules related to the 2017 Tax Cuts and Jobs Act.
 
See Note 19—Income Taxes, in the Notes to Consolidated
Financial Statements, for additional information
 
related to the 2017 Tax Cuts and Jobs Act.
 
 
 
 
 
 
 
 
 
54
CAPITAL RESOURCES AND LIQUIDITY
Financial Indicators
Millions of Dollars
Except as Indicated
2019
2018
2017
Net cash provided by operating activities
$
11,104
12,934
7,077
Cash and cash equivalents
5,088
5,915
6,325
Short-term debt
105
112
2,575
Total debt
14,895
14,968
19,703
Total equity
35,050
32,064
30,801
Percent of total debt to capital*
30
%
32
39
Percent of floating-rate debt to total debt
5
%
5
5
*Capital includes total debt and total equity.
 
To meet our short-
 
and long-term liquidity requirements, we look
 
to a variety of funding sources, including
cash generated from operating activities,
 
proceeds from asset sales, our commercial paper
 
and credit facility
programs and our ability to sell securities
 
using our shelf registration statement.
 
In 2019, the primary uses of
our available cash were $6,636 million to support
 
our ongoing capital expenditures and investments
 
program;
$3,500 million to repurchase our common stock;
 
$2,910 million net purchases of investments,
 
and $1,500
million to pay dividends on our common stock.
 
During 2019, cash and cash equivalents decreased
 
by $827
million to $5,088 million.
 
We believe current cash balances and cash generated by operations, together with
 
access to external sources of
funds as described below in the “Significant Changes
 
in Capital” section, will be sufficient to meet our
 
funding
requirements in the near and long term, including
 
our capital spending program, share repurchases,
 
dividend
payments and required debt payments.
 
Our commitment to disciplined execution of these
 
funding requirements includes cash
 
investment strategies
that position us for success in an environment
 
of short-term price volatility as well as
 
extended downturns in
commodity prices.
 
The primary objectives of these cash investment
 
strategies in priority order are to protect
principal, maintain liquidity, and provide yield and total returns.
 
Funds for short-term needs to support our
operating plan and provide resiliency to react
 
to short-term price volatility are invested in
 
highly liquid
instruments with maturities within the year.
 
Funds we consider available to maintain
 
resiliency in longer term
price downturns and to capture opportunities outside
 
a given operating plan may be invested in
 
instruments
with maturities greater than one year.
 
For additional information, see Note 1–Accounting
 
Policies and Note
14–Derivative and Financial Instruments.
 
 
Significant Changes in Capital
 
Operating Activities
During 2019, cash provided by operating activities
 
was $11,104 million, a 14 percent decrease from 2018.
 
The
decrease was primarily due to lower prices, lower
 
collections related to settlements reached with
 
Ecuador and
PDVSA, and a pension contribution made in conjunction
 
with the sale of two U.K. subsidiaries, partially
 
offset
by higher 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.
 
Prices and margins in our industry have historically
 
been volatile and are driven by market
conditions over which we have no control.
 
Absent other mitigating factors, as these
 
prices and margins
fluctuate, we would expect a corresponding
 
change in our operating cash flows.
 
 
 
55
The level of absolute production volumes, as
 
well as product and location mix, impacts our cash flows.
 
Full-
year production averaged 1,348 MBOED in 2019.
 
Full-year production excluding Libya averaged
 
1,305
MBOED in 2019
 
and is expected to be 1,230 to 1,270 MBOED
 
in 2020.
 
Future production is subject to
numerous uncertainties, including, among others,
 
the volatile crude oil and natural gas price
 
environment,
which may impact investment decisions; the
 
effects of price changes on production sharing and variable-
royalty contracts; acquisition and disposition of fields;
 
field production decline rates; new technologies;
operating efficiencies; timing of startups and major turnarounds;
 
political instability; weather-related
disruptions; and the addition of proved reserves through
 
exploratory success and their timely
 
and cost-effective
development.
 
While we actively manage these factors, production
 
levels can cause variability in cash flows,
although generally this variability has not been as significant
 
as that caused by commodity prices.
 
To maintain or grow our production volumes on an ongoing basis, we must continue
 
to add to our proved
reserve base.
 
Our proved reserves generally increase as prices
 
rise and decrease as prices decline.
 
In 2019,
our reserve replacement, which included a net decrease
 
of 0.1 billion BOE from sales and purchases,
 
was 100
percent.
 
Increased crude oil reserves accounted for approximately
 
55 percent of the total change in reserves.
 
Our organic reserve replacement, which excludes the
 
impact of sales and purchases, was 117 percent
 
in 2019.
 
Approximately 51 percent of organic reserve additions
 
are from Lower 48, 13 percent from Alaska,
 
12 percent
from Canada, 12 percent from Europe and North
 
Africa and 12 percent from Asia Pacific and Middle
 
East.
 
 
In the five years ended December 31, 2019, our reserve
 
replacement, which included a decrease
 
of 2.0 billion
BOE from sales and purchases, was negative 34
 
percent, reflecting the impact of asset dispositions
 
and lower
prices during that period.
 
Our organic reserve replacement during the five years
 
ended December 31, 2019,
was 40
 
percent, reflecting development activities
 
as well as lower prices during that period.
 
 
Historically our reserve replacement has varied
 
considerably year to year contingent upon the timing
 
of major
projects which may have long lead times between
 
capital investment and production.
 
In the last several years,
more of our capital has been allocated to short cycle
 
time, onshore, unconventional plays.
 
Accordingly, we
believe our recent success in replacing reserves can
 
be viewed on a trailing three-year basis.
 
 
In the three years ended December 31, 2019, our reserve
 
replacement was 23 percent, reflecting the impact
 
of
asset dispositions during that period.
 
Our organic reserve replacement during the three years
 
ended December
31, 2019, which excludes a decrease of 1.8 billion
 
BOE related to sales and purchases, was 143 percent,
reflecting reserve additions from development activities.
 
Reserve replacement represents the net change in
 
proved reserves, net of production, divided
 
by our current
year production, as shown in our supplemental reserve
 
table disclosures. For additional information about
 
our
2020 capital budget, see the “2020 Capital Budget”
 
section within “Capital Resources and Liquidity”
 
and for
additional information on proved reserves, including
 
both developed and undeveloped reserves, see the
 
“Oil
and Gas Operations” section of this report.
 
As discussed in the “Critical Accounting Estimates”
 
section, engineering estimates of proved
 
reserves are
imprecise; therefore, each year reserves may be revised
 
upward or downward due to the impact of changes
 
in
commodity prices or as more technical data becomes
 
available on reservoirs.
 
We have reported revisions as
increases to reserves in the current period, however
 
in prior periods,
 
reported revisions as decreases to
reserves. It is not possible to reliably predict
 
how revisions will impact reserve quantities
 
in the future.
 
Investing Activities
Proceeds from asset sales in 2019 were $3.0 billion.
 
We
 
completed the sale of two ConocoPhillips U.K.
subsidiaries to Chrysaor E&P Limited for $2.2
 
billion.
 
We also completed the sale of several assets including
our 30 percent interest in the Greater Sunrise Fields
 
for $350 million and received $106 million
 
of contingent
payments from Cenovus Energy.
 
 
In the fourth quarter of 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.
 
In addition, we will receive a
payment of $75 million upon final investment
 
decision of the Barossa development project.
 
Also in the fourth
 
 
56
quarter of 2019, we signed an agreement to sell
 
our interests in the Niobrara shale play
 
for $380 million, plus
customary adjustments,
 
and overriding royalty interests in certain
 
future wells.
 
Both transactions are subject to
regulatory approval and other conditions precedent
 
and expected to close in the first quarter of 2020.
 
 
Investing activities in 2019 also included net purchases
 
of $2.9 billion of investments in short-term
 
and long-
term financial instruments. These investments include
 
time deposits, commercial paper as well as debt
securities classified as available for sale.
 
The investment in short-term instruments
 
was $2.8 billion, the
remaining $0.1 billion was invested in long-term
 
debt securities.
 
For additional information, see Note 14–
Derivative and Financial Instruments.
 
Proceeds from asset sales in 2018 were $1.1 billion.
 
We completed several undeveloped acreage transactions
in our Lower 48 segment for a total of $267 million
 
after customary adjustments and another transaction
 
in our
Lower 48 segment for $112 million after customary adjustments.
 
We completed the sale of our interests in the
Barnett to Lime Rock Resources for $196 million
 
after customary adjustments.
 
We also completed the sale of
a ConocoPhillips subsidiary to BP and received
 
$253 million net proceeds.
 
The subsidiary held 16.5 percent
of our 24 percent interest in the BP-operated
 
Clair Field in the U.K.
 
During 2018, we received $95 million of
contingent payments from Cenovus Energy.
 
For additional information on our dispositions,
 
see Note 5—Asset Acquisitions and Dispositions
 
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
 
as
support for our commercial paper program.
 
The revolving credit facility is broadly syndicated
 
among financial
institutions and does not contain any material
 
adverse change provisions or any covenants
 
requiring
maintenance of specified financial ratios or credit
 
ratings.
 
The facility agreement contains a cross-default
provision relating to the failure to pay principal or interest
 
on other debt obligations of $200 million or more
by ConocoPhillips, or any of its consolidated subsidiaries.
 
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 in programs in place at December 31,
2019 or December 31, 2018.
 
We had no direct outstanding borrowings or letters of credit under the revolving
credit facility at December 31, 2019 and December
 
31, 2018.
 
Since we had no commercial paper outstanding
and had issued no letters of credit, we had access to
 
$6.0 billion in borrowing capacity under our revolving
credit facility at December 31, 2019.
 
Our current long-term debt ratings remained
 
unchanged in 2019 and are as follows:
 
Fitch - “A” with a “stable”
outlook; Moody’s Investors Services - “A3” with a “stable” outlook; and
 
Standard & Poor’s - “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 restrict our
access to the commercial paper markets.
 
If our credit rating were to deteriorate to
 
a level prohibiting us from
accessing the commercial paper market, we
 
would still be able to access funds under our revolving
 
credit
facility.
 
 
Certain of our project-related contracts, commercial
 
contracts and derivative instruments contain
 
provisions
requiring us to post collateral.
 
Many of these contracts and instruments permit
 
us to post either cash or letters
 
 
57
of credit as collateral.
 
At December 31, 2019 and 2018, we had direct
 
bank letters of credit of $277 million
and $323 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 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 12—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 at December 31, 2019, was $14,895
 
million, a decrease of $73 million from the balance
 
at
December 31, 2018.
 
For more information on Debt, see Note 11—Debt, in the Notes
 
to Consolidated
Financial Statements.
 
On January 30, 2019, we announced a quarterly
 
dividend of $0.305 per share.
 
The dividend was paid on
March 1, 2019, to stockholders of record at the close
 
of business on February 11, 2019.
 
On May 1, 2019, we
announced a quarterly dividend of $0.305 per share.
 
The dividend was paid on June 3, 2019, to stockholders
of record at the close of business on May 13,
 
2019.
 
On July 11, 2019, we announced a quarterly dividend of
$0.305 per share.
 
The dividend was paid on September 3, 2019, to
 
stockholders of record at the close of
business on July 22, 2019.
 
On October 7, 2019, we announced a 38 percent increase
 
in the quarterly dividend
to $0.42 per share.
 
The dividend was paid on December 2, 2019, to
 
stockholders of record at the close of
business on October 17, 2019.
 
In February 2020, we announced a quarterly dividend
 
of $0.42 per share,
payable March 2, 2020, to stockholders of record
 
at the close of business on February 14, 2020.
 
 
In late 2016, we initiated our current share repurchase
 
program.
 
As of December 31, 2019, we had announced
a total authorization to repurchase $15 billion
 
of our common stock.
 
We repurchased $3 billion in 2017, $3
billion in 2018 and $3.5 billion in 2019.
 
Of the remaining authorization, we expect to
 
repurchase $3 billion in
2020.
 
In February 2020, we announced that the
 
Board of Directors approved an increase to
 
our authorization
from $15 billion to $25 billion, to support our
 
plan for future share repurchases.
 
Whether we undertake these
additional repurchases is ultimately subject to numerous
 
considerations, market conditions and other factors.
 
See Risk Factors -“Our ability to declare and pay
 
dividends and repurchase shares is subject to certain
considerations.”
 
Since our share repurchase program began
 
in November 2016, we have repurchased 169
million shares at a cost of $9.6 billion through
 
December 31, 2019.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
58
Contractual Obligations
The table below summarizes our aggregate contractual
 
fixed and variable obligations as of December
 
31, 2019:
Millions of Dollars
Payments Due by Period
 
Up to 1
Years
Years
After
Total
 
Year
2–3
4–5
5 Years
Debt obligations (a)
$
14,175
18
1,018
605
12,534
Finance lease obligations (b)
720
87
157
141
335
Total debt
14,895
105
1,175
746
12,869
Interest on debt
11,339
856
1,671
1,603
7,209
Operating lease obligations (c)
1,050
379
377
145
149
Purchase obligations (d)
8,671
3,237
1,745
1,327
2,362
Other long-term liabilities
Pension and postretirement benefit
contributions (e)
1,375
440
540
395
-
Asset retirement obligations (f)
6,206
997
282
309
4,618
Accrued environmental costs (g)
171
28
33
21
89
Unrecognized tax benefits (h)
82
82
(h)
(h)
(h)
Total
$
43,789
6,124
5,823
4,546
27,296
 
 
(a)
 
Includes $204 million of net unamortized premiums,
 
discounts and debt issuance costs.
 
See Note 11—
Debt, in the Notes to Consolidated Financial Statements,
 
for additional information.
 
(b)
 
See Note 17—Non-Mineral Leases, in the Notes to
 
Consolidated Financial Statements, for
 
additional
information.
 
 
(c)
 
Includes $31 million of short-term leases that
 
are not recorded on our consolidated balance
 
sheet.
 
See
Note 17—Non-Mineral Leases, in the Notes to
 
Consolidated Financial Statements, for
 
additional
information.
 
 
(d)
 
Represents any agreement to purchase goods
 
or services that is enforceable and legally binding
 
and that
specifies all significant terms, presented on an undiscounted
 
basis.
 
Does not include purchase
commitments for jointly owned fields and facilities
 
where we are not the operator.
 
 
The majority of the purchase obligations are market-based
 
contracts related to our commodity business.
 
Product purchase commitments with third parties
 
totaled $2,426 million.
 
 
Purchase obligations of $5,111 million are related to agreements to access and
 
utilize the capacity of
third-party equipment and facilities, including
 
pipelines and LNG and product terminals, to
 
transport,
process, treat and store commodities.
 
The remainder is primarily our net share of purchase
commitments for materials and services for jointly
 
owned fields and facilities where we are the
 
operator.
 
 
(e)
 
Represents contributions to qualified and nonqualified
 
pension and postretirement benefit plans
 
for the
years 2020 through 2024.
 
For additional information related to expected
 
benefit payments subsequent to
2024, see Note 18—Employee Benefit Plans,
 
in the Notes to Consolidated Financial
 
Statements.
 
(f)
 
Represents estimated discounted costs to retire
 
and remove long-lived assets at the end of their
operations.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
59
(g)
 
Represents estimated costs for accrued environmental
 
expenditures presented on a discounted basis
 
for
costs acquired in various business combinations
 
and an undiscounted basis for all other accrued
environmental costs.
 
(h)
 
Excludes unrecognized tax benefits of $1,095
 
million because the ultimate disposition and timing
 
of any
payments to be made with regard to such amounts
 
are not reasonably estimable.
 
Although unrecognized
tax benefits are not a contractual obligation,
 
they are presented in this table because they
 
represent
potential demands on our liquidity.
 
Capital Expenditures and Investments
Millions of Dollars
2019
2018
2017
Alaska
$
1,513
1,298
815
Lower 48
3,394
3,184
2,136
Canada
368
477
202
Europe and North Africa
708
877
872
Asia Pacific and Middle East
584
718
482
Other International
8
6
21
Corporate and Other
61
190
63
Capital Program
$
6,636
6,750
4,591
 
 
Our capital expenditures and investments
 
for the three-year period ended December 31,
 
2019, totaled $18.0
billion.
 
The 2019 expenditures supported key exploration
 
and developments, 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; leasehold acquisition
 
in the
Greater Kuparuk Area.
 
 
Development activities across assets in Norway, as well as for assets in the U.K. that
 
recently have
been sold.
 
 
Optimization of oil sands development and appraisal
 
activities in liquids-rich plays in Canada.
 
 
Signature bonus for Indonesia Corridor Block
 
production sharing contract, as well as continued
development in China, Malaysia, Australia, and
 
Indonesia.
 
 
 
2020 CAPITAL BUDGET
 
In February 2020, we announced 2020 operating
 
plan capital of $6.5 billion to $6.7 billion.
 
The plan includes
funding for ongoing development drilling
 
programs, major projects, exploration and appraisal
 
activities, as
well as base maintenance.
 
Capital spend is expected to be higher in the first
 
quarter largely from winter
construction and exploration and appraisal drilling
 
in Alaska.
 
This guidance does not include capital for
acquisitions.
 
 
For information on PUDs and the associated costs
 
to develop these reserves, see the “Oil and
 
Gas Operations”
section in this report.
 
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
 
 
 
60
and inactive sites.
 
We regularly assess the need for accounting recognition or disclosure of these
contingencies.
 
In the case of all known contingencies (other
 
than those related to income taxes), we accrue
 
a
liability when the loss is probable and the amount
 
is reasonably estimable.
 
If a range of amounts can be
reasonably estimated and no amount within the range
 
is a better estimate than any other amount,
 
then the
minimum of the range is accrued.
 
We do not reduce these liabilities for potential insurance or third-party
recoveries.
 
If applicable, we accrue receivables for probable
 
insurance or other third-party recoveries.
 
With
respect to income tax-related contingencies,
 
we use a cumulative probability-weighted loss
 
accrual in cases
where sustaining a tax position is less than certain.
 
Based on currently available information, we believe
 
it is remote that future costs related to known
 
contingent
liability exposures will exceed current accruals by
 
an amount that would have a material
 
adverse impact on our
consolidated financial statements.
 
For information on other contingencies, see
 
“Critical Accounting
Estimates” and Note 13—Contingencies and
 
Commitments, in the Notes to Consolidated
 
Financial Statements.
 
 
Legal and Tax Matters
We are subject to various lawsuits and claims including but not limited to matters
 
involving oil and gas royalty
and severance tax payments, gas measurement and
 
valuation methods, contract disputes,
 
environmental
damages, climate change, personal injury, and property damage.
 
Our primary exposures for such matters
relate to alleged royalty and tax underpayments
 
on certain federal, state and privately owned
 
properties and
claims of alleged environmental contamination
 
from historic operations.
 
We will continue to defend ourselves
vigorously in these matters.
 
Our legal organization applies its knowledge, experience
 
and professional judgment to the specific
characteristics of our cases, employing a litigation
 
management process to manage and monitor the
 
legal
proceedings against us.
 
Our process facilitates the early evaluation and
 
quantification of potential exposures in
individual cases.
 
This process also enables us to track those cases that
 
have been scheduled for trial and/or
mediation.
 
Based on professional judgment and experience
 
in using these litigation management tools and
available information about current developments
 
in all our cases, our legal organization regularly assesses
 
the
adequacy of current accruals and determines if
 
adjustment of existing accruals, or establishment
 
of new
accruals, is required.
 
See Note 19—Income Taxes, in the Notes to Consolidated Financial Statements,
 
for
additional information about income tax-related
 
contingencies.
 
Environmental
We are subject to the same numerous international, federal, state and local environmental
 
laws and regulations
as other companies in our industry.
 
The most significant of these environmental
 
laws and regulations include,
among others, the:
 
 
U.S. Federal Clean Air Act, which governs
 
air emissions.
 
U.S. Federal Clean Water Act, which governs discharges to water bodies.
 
European Union Regulation for Registration, Evaluation,
 
Authorization and Restriction of Chemicals
(REACH).
 
U.S. Federal Comprehensive Environmental
 
Response, Compensation and Liability Act
 
(CERCLA or
Superfund), which imposes liability on generators,
 
transporters and arrangers of hazardous substances
at sites where hazardous substance releases have
 
occurred or are threatening to occur.
 
U.S. Federal Resource Conservation and Recovery
 
Act (RCRA), which governs the treatment,
 
storage
and disposal of solid waste.
 
U.S. Federal Oil Pollution Act of 1990 (OPA90), under which owners and operators
 
of onshore
facilities and pipelines, lessees or permittees
 
of an area in which an offshore facility is located, and
owners and operators of vessels are liable for
 
removal costs and damages that result from
 
a discharge
of oil into navigable waters of the U.S.
 
U.S. Federal Emergency Planning and Community Right-to-Know
 
Act (EPCRA), which requires
facilities to report toxic chemical inventories
 
with local emergency planning committees and response
departments.
 
61
 
U.S. Federal Safe Drinking Water Act, which governs the disposal of wastewater
 
in underground
injection wells.
 
U.S. Department of the Interior regulations, which
 
relate to offshore oil and gas operations in U.S.
waters and impose liability for the cost of pollution
 
cleanup resulting from operations, as well as
potential liability for pollution damages.
 
European Union Trading Directive resulting in European
 
Emissions Trading Scheme.
 
These laws and their implementing regulations
 
set limits on emissions and, in the case of discharges to
 
water,
establish water quality limits and establish standards
 
and impose obligations for the remediation of
 
releases of
hazardous substances and hazardous wastes.
 
They also, in most cases, require permits in
 
association with new
or modified operations.
 
These permits can require an applicant to
 
collect substantial information in connection
with the application process, which can be expensive
 
and time consuming.
 
In addition, there can be delays
associated with notice and comment periods and
 
the agency’s processing of the application.
 
Many of the
delays associated with the permitting process
 
are beyond the control of the applicant.
 
Many states and foreign countries where
 
we operate also have, or are developing, similar
 
environmental laws
and regulations governing these same types of
 
activities.
 
While similar, in some cases these regulations may
impose additional, or more stringent, requirements
 
that can add to the cost and difficulty of marketing
 
or
transporting products across state and international
 
borders.
 
The ultimate financial impact arising from
 
environmental laws and regulations is neither
 
clearly known nor
easily determinable as new standards, such as
 
air emission standards and water quality standards,
 
continue to
evolve.
 
However, environmental laws and regulations, including those that
 
may arise to address concerns
about global climate change, are expected to continue
 
to have an increasing impact on our operations
 
in the
U.S. and in other countries in which we operate.
 
Notable areas of potential impacts include air emission
compliance and remediation obligations in
 
the U.S. and Canada.
 
An example is the use of hydraulic fracturing,
 
an essential completion technique that facilitates
 
production of
oil and natural gas otherwise trapped in lower
 
permeability rock formations.
 
A range of local, state, federal or
national laws and regulations currently govern
 
hydraulic fracturing operations, with hydraulic
 
fracturing
currently prohibited in some jurisdictions.
 
Although hydraulic fracturing has been conducted
 
for many
decades, a number of new laws, regulations
 
and permitting requirements are under consideration
 
by various
state environmental agencies, and others which
 
could result in increased costs, operating restrictions,
operational delays and/or limit the ability
 
to develop oil and natural gas resources.
 
Governmental restrictions
on hydraulic fracturing could impact the overall
 
profitability or viability of certain of our oil
 
and natural gas
investments.
 
We have adopted operating principles that incorporate established industry standards
 
designed to
meet or exceed government requirements.
 
Our practices continually evolve as technology improves
 
and
regulations change.
 
 
We also are subject to certain laws and regulations relating to environmental remediation
 
obligations
associated with current and past operations.
 
Such laws and regulations include CERCLA
 
and RCRA and their
state equivalents.
 
Longer-term expenditures are subject to considerable
 
uncertainty and may fluctuate
significantly.
 
We occasionally receive requests for information or notices of potential liability
 
from the EPA and state
environmental agencies alleging we are a potentially
 
responsible party under CERCLA or an equivalent
 
state
statute.
 
On occasion, we also have been made a party
 
to cost recovery litigation by those agencies
 
or by
private parties.
 
These requests, notices and lawsuits assert
 
potential liability for remediation costs at various
sites that typically are not owned by us, but allegedly
 
contain wastes attributable to our past operations.
 
As of
December 31, 2019, there were 15 sites around
 
the U.S. in which we were identified as a potentially
responsible party under CERCLA and comparable
 
state laws.
 
For most Superfund sites, our potential liability
 
will be significantly less than the total site
 
remediation costs
because the percentage of waste attributable
 
to us, versus that attributable to all other
 
potentially responsible
 
62
parties, is relatively low.
 
Although liability of those potentially
 
responsible is generally joint and several for
federal sites and frequently so for state sites,
 
other potentially responsible parties at sites where
 
we are a party
typically have had the financial strength to
 
meet their obligations, and where they have
 
not, or where
potentially responsible parties could not be located,
 
our share of liability has not increased materially.
 
Many of
the sites at which we are potentially responsible
 
are still under investigation by the EPA or the state agencies
concerned.
 
Prior to actual cleanup, those potentially responsible
 
normally assess site conditions, apportion
responsibility and determine the appropriate remediation.
 
In some instances, we may have no liability
 
or attain
a settlement of liability.
 
Actual cleanup costs generally occur after the parties
 
obtain EPA or equivalent state
agency approval.
 
There are relatively few sites where we
 
are a major participant, and given the timing
 
and
amounts of anticipated expenditures, neither
 
the cost of remediation at those sites nor
 
such costs at all
CERCLA sites, in the aggregate, is expected to
 
have a material adverse effect on our competitive
 
or financial
condition.
 
Expensed environmental costs were $511 million in 2019 and are expected
 
to be about $545 million per year
in 2020 and 2021.
 
Capitalized environmental costs were $194 million
 
in 2019 and are expected to be about
$225 million per year in 2020 and 2021.
 
Accrued liabilities for remediation activities
 
are not reduced for potential recoveries from insurers
 
or other
third parties and are not discounted (except those
 
assumed in a purchase business combination,
 
which we do
record on a discounted basis).
 
Many of these liabilities result from CERCLA,
 
RCRA and similar state or international
 
laws that require us to
undertake certain investigative and remedial
 
activities at sites where we conduct, or once
 
conducted,
operations or at sites where ConocoPhillips-generated
 
waste was disposed.
 
The accrual also includes a number
of sites we identified that may require environmental
 
remediation, but which are not currently the
 
subject of
CERCLA, RCRA or other agency enforcement
 
activities.
 
The laws that require or address environmental
remediation may apply retroactively and regardless
 
of fault, the legality of the original activities
 
or the current
ownership or control of sites.
 
If applicable, we accrue receivables for probable
 
insurance or other third-party
recoveries.
 
In the future, we may incur significant costs
 
under both CERCLA and RCRA.
 
 
Remediation activities vary substantially
 
in duration and cost from site to site, depending on the
 
mix of unique
site characteristics, evolving remediation technologies,
 
diverse regulatory agencies and enforcement
 
policies,
and the presence or absence of potentially liable
 
third parties.
 
Therefore, it is difficult to develop reasonable
estimates of future site remediation costs.
 
At December 31, 2019, our balance sheet included
 
total accrued environmental costs of
 
$171 million,
compared with $178 million at December 31,
 
2018, 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.
 
 
 
63
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 or precursors for
possible regulation that do or could affect our operations
 
include:
 
 
European Emissions Trading Scheme (ETS), the program through
 
which many of the EU member
states are implementing the Kyoto Protocol.
 
Our cost of compliance with the EU ETS in 2019
 
was
approximately $8 million before-tax.
 
The Alberta Carbon Competitiveness Incentive
 
Regulation (CCIR) requires any existing facility
 
with
emissions equal to or greater than 100,000 metric
 
tonnes of carbon dioxide, or equivalent,
 
per year to
meet an industry benchmark intensity.
 
The total cost of these regulations in 2019
 
was approximately
$4 million.
 
The U.S. Supreme Court decision in Massachusetts
 
v. EPA,
 
549 U.S. 497, 127 S.Ct. 1438 (2007),
confirmed that the EPA has the authority to regulate carbon dioxide as an “air pollutant”
 
under the
Federal Clean Air Act.
 
The U.S. EPA’s
 
announcement on March 29, 2010 (published
 
as “Interpretation of Regulations that
Determine Pollutants Covered by Clean Air Act
 
Permitting Programs,” 75 Fed. Reg. 17004 (April
 
2,
2010)), and the EPA’s
 
and U.S. Department of Transportation’s joint promulgation of a Final Rule on
April 1, 2010, that triggers regulation of GHGs
 
under the Clean Air Act, may trigger
 
more climate-
based claims for damages, and may result in longer
 
agency review time for development projects.
 
 
The U.S. EPA’s
 
announcement on January 14, 2015, outlining
 
a series of steps it plans to take to
address methane and smog-forming volatile organic compound
 
emissions from the oil and gas
industry.
 
The former U.S. administration established
 
a goal of reducing the 2012 levels in methane
emissions from the oil and gas industry by 40
 
to 45 percent by 2025.
 
Carbon taxes in certain jurisdictions.
 
Our cost of compliance with Norwegian carbon
 
tax legislation
in 2019 was approximately $30 million (net
 
share before-tax).
 
We also incur a carbon tax for
emissions from fossil fuel combustion in our
 
British Columbia and Alberta Operations
 
totaling just
over $0.8 million (net share before-tax).
 
The agreement reached in Paris in December 2015
 
at the 21
st
 
Conference of the Parties to the United
Nations Framework on Climate Change, setting
 
out a new process for achieving global
 
emission
reductions.
 
While the U.S. announced its intention
 
to withdraw from the Paris Agreement, there
 
is no
guarantee that the commitments made by the
 
U.S. will not be implemented, in whole or
 
in part, by
U.S. state and local governments or by major corporations
 
headquartered in the U.S.
 
In the U.S., some additional form of regulation
 
may be forthcoming in the future at the
 
federal and state levels
with respect to GHG emissions.
 
Such regulation could take any of several
 
forms that may result in the creation
of additional costs in the form of taxes, the restriction
 
of output, investments of capital to maintain
 
compliance
with laws and regulations, or required acquisition
 
or trading of emission allowances.
 
We are working to
continuously improve operational and energy efficiency through
 
resource and energy conservation throughout
our operations.
 
Compliance with changes in laws and regulations
 
that create a GHG tax, emission trading scheme
 
or GHG
reduction policies could significantly increase
 
our costs, reduce demand for fossil energy derived
 
products,
impact the cost and availability of capital
 
and increase our exposure to litigation.
 
Such laws and regulations
could also increase demand for less carbon intensive
 
energy sources, including natural gas.
 
The ultimate
impact on our financial performance, either positive
 
or negative, will depend on a number of factors,
 
including
but not limited to:
 
 
 
Whether and to what extent legislation or
 
regulation is enacted.
 
The timing of the introduction of such legislation
 
or regulation.
 
 
64
 
The nature of the legislation (such as a cap and
 
trade system or a tax on emissions) or
 
regulation.
 
The price placed on GHG emissions (either
 
by the market or through a tax).
 
The GHG reductions required.
 
 
The price and availability of offsets.
 
The amount and allocation of allowances.
 
Technological and scientific developments leading to new products or services.
 
Any potential significant physical effects of climate
 
change (such as increased severe weather events,
changes in sea levels and changes in temperature).
 
 
Whether, and the extent to which, increased compliance costs are
 
ultimately reflected in the prices of
our products and services.
 
 
The company has responded by putting in place
 
a Sustainable Development Risk Management Standard
covering the assessment and registering of significant
 
and high sustainable development risks based
 
on their
consequence and likelihood of occurrence.
 
We have developed a company-wide Climate Change Action Plan
with the goal of tracking mitigation activities
 
for each climate-related risk included in the corporate
Sustainable Development Risk Register.
 
The risks addressed in our Climate Change Action
 
Plan fall into four broad categories:
 
 
GHG-related legislation and regulation.
 
GHG emissions management.
 
Physical climate-related impacts.
 
Climate-related disclosure and reporting.
 
Emissions are categorized into different scopes.
 
Scope 1 and Scope 2 GHG emissions
 
help us understand
climate transition risk.
 
Scope 1 emissions are direct GHG emissions from sources
 
that we own or control.
 
Scope 2 emissions are GHG emissions from
 
the generation of purchased electricity or
 
steam that we consume.
 
Our corporate authorization process requires all
 
qualifying projects to run a GHG pricing
 
sensitivity using a
corporate price of $40 per tonne of carbon
 
dioxide equivalent, plus annual inflation, for
 
all Scope 1 and Scope
2 GHG emissions produced in 2024 and later.
 
Projects in jurisdictions with existing GHG pricing
 
regimes
must incorporate that existing GHG price and its
 
forecast into their base case economics.
 
Where the existing
GHG price is below the corporate price, the
 
$40 per tonne of carbon dioxide equivalent
 
sensitivity must also be
run from 2024 onward.
 
Thus, both existing and emerging regulatory requirements
 
are considered in our
decision-making.
 
The company does not use an estimated market
 
cost of GHG emissions when assessing
reserves in jurisdictions without existing GHG regulations.
 
In December 2018, we became a founding member
 
of the 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.
 
 
In 2017 and 2018, cities, counties, and a state
 
government in California, New York, Washington, Rhode Island
and Maryland, 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 the 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 to the
U.S. Court of Appeals for the Ninth Circuit.
 
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 to the U.S. Court of Appeals
 
for the Fourth Circuit and First Circuit,
 
respectively.
 
 
 
65
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
 
to the Fifth Circuit Court of Appeals on the
issue of whether they will proceed in federal or
 
state court.
 
ConocoPhillips will vigorously defend against
these lawsuits.
 
 
 
Other
We have deferred tax assets related to certain accrued liabilities, loss carryforwards
 
and credit carryforwards.
 
Valuation
 
allowances have been established to reduce
 
these deferred tax assets to an amount that
 
will, more
likely than not, be realized.
 
Based on our historical taxable income, our expectations
 
for the future, and
available tax-planning strategies, management
 
expects the net deferred tax assets will be realized
 
as offsets to
reversing deferred tax liabilities.
 
 
CRITICAL ACCOUNTING ESTIMATES
 
The preparation of financial statements in
 
conformity with GAAP requires management
 
to select appropriate
accounting policies and to make estimates
 
and assumptions that affect the reported amounts of assets,
liabilities, revenues and expenses.
 
See Note 1—Accounting Policies, in the Notes
 
to Consolidated Financial
Statements, for descriptions of our major accounting
 
policies.
 
Certain of these accounting policies involve
judgments and uncertainties to such an extent there
 
is a reasonable likelihood materially different amounts
would have been reported under different conditions, or if
 
different assumptions had been used.
 
These critical
accounting estimates are discussed with the Audit
 
and Finance Committee of the Board of Directors at
 
least
annually.
 
We believe the following discussions of critical accounting estimates, along
 
with the discussion of
deferred tax asset valuation allowances in this
 
report, address all important accounting
 
areas where the nature
of accounting estimates or assumptions is material
 
due to the levels of subjectivity and judgment necessary
 
to
account for highly uncertain matters or the
 
susceptibility of such matters to change.
 
Oil and Gas Accounting
 
Accounting for oil and gas exploratory activity
 
is subject to special accounting rules unique
 
to the oil and gas
industry.
 
The acquisition of geological and geophysical
 
seismic information, prior to the discovery
 
of proved
reserves, is expensed as incurred, similar to
 
accounting for research and development
 
costs.
 
However,
leasehold acquisition costs and exploratory well
 
costs are capitalized on the balance sheet
 
pending
determination of whether proved oil and gas reserves
 
have been recognized.
 
Property Acquisition
 
Costs
For individually significant leaseholds, management
 
periodically assesses for impairment based on
 
exploration
and drilling efforts to date.
 
For relatively small individual leasehold acquisition
 
costs, management exercises
judgment and determines a percentage probability
 
that the prospect ultimately will fail to find
 
proved oil and
gas reserves and pools that leasehold information
 
with others in the geographic area.
 
For prospects in areas
with limited, or no, previous exploratory drilling,
 
the percentage probability of ultimate failure
 
is normally
judged to be quite high.
 
This judgmental percentage is multiplied
 
by the leasehold acquisition cost, and that
product is divided by the contractual period
 
of the leasehold to determine a periodic leasehold
 
impairment
charge that is reported in exploration expense.
 
This judgmental probability percentage is reassessed
 
and
adjusted throughout the contractual period of the
 
leasehold based on favorable or unfavorable
 
exploratory
activity on the leasehold or on adjacent leaseholds,
 
and leasehold impairment amortization expense is
 
adjusted
prospectively.
 
 
At year-end 2019, the remaining $3.5 billion of net capitalized
 
unproved property costs consisted primarily
 
of
individually significant leaseholds, mineral rights
 
held in perpetuity by title ownership, exploratory
 
wells
currently being drilled, suspended exploratory
 
wells, and capitalized interest.
 
Of this amount, approximately
$2.1 billion is concentrated in 10 major development
 
areas, the majority of which are not expected to
 
move to
proved properties in 2020,
 
and $0.6 billion is held for sale.
 
Management periodically assesses individually
 
 
 
66
significant leaseholds for impairment based on
 
the results of exploration and drilling efforts and the outlook
 
for
commercialization.
 
Exploratory Costs
For exploratory wells, drilling costs are temporarily
 
capitalized, or “suspended,” on the balance sheet,
 
pending
a determination of whether potentially economic
 
oil and gas reserves have been discovered by the
 
drilling
effort to justify development.
 
 
If exploratory wells encounter potentially economic
 
quantities of oil and gas, the well costs
 
remain capitalized
on the balance sheet as long as sufficient progress assessing
 
the reserves and the economic and operating
viability of the project is being made.
 
The accounting notion of “sufficient progress” is
 
a judgmental area, but
the accounting rules do prohibit continued capitalization
 
of suspended well costs on the expectation
 
future
market conditions will improve or new technologies
 
will be found that would make the development
economically profitable.
 
Often, the ability to move into the development
 
phase and record proved reserves is
dependent on obtaining permits and government
 
or co-venturer approvals, the timing of which is
 
ultimately
beyond our control.
 
Exploratory well costs remain suspended as long
 
as we are actively pursuing such
approvals and permits, and believe they will be obtained.
 
Once all required approvals and permits have
 
been
obtained, the projects are moved into the development
 
phase, and the oil and gas reserves are designated
 
as
proved reserves.
 
For complex exploratory discoveries, it
 
is not unusual to have exploratory wells remain
suspended on the balance sheet for several
 
years while we perform additional appraisal
 
drilling and seismic
work on the potential oil and gas field or while
 
we seek government or co-venturer approval of development
plans or seek environmental permitting.
 
Once a determination is made the well did not
 
encounter potentially
economic oil and gas quantities, the well costs
 
are expensed as a dry hole and reported in
 
exploration expense.
 
 
Management reviews suspended well balances quarterly, continuously monitors
 
the results of the additional
appraisal drilling and seismic work, and expenses
 
the suspended well costs as a dry hole when
 
it determines
the potential field does not warrant further
 
investment in the near term.
 
Criteria utilized in making this
determination include evaluation of the reservoir
 
characteristics and hydrocarbon properties,
 
expected
development costs, ability to apply existing technology
 
to produce the reserves, fiscal terms,
 
regulations or
contract negotiations, and our expected return
 
on investment.
 
At year-end 2019,
 
total suspended well costs were $1,020 million,
 
compared with $856 million at year-end
2018.
 
For additional information on suspended wells,
 
including an aging analysis, see Note 8—Suspended
Wells and Other Exploration Expenses, in the Notes to Consolidated Financial
 
Statements.
 
Proved Reserves
 
Engineering estimates of the quantities of proved reserves
 
are inherently imprecise and represent only
approximate amounts because of the judgments involved
 
in developing such information.
 
Reserve estimates
are based on geological and engineering assessments
 
of in-place hydrocarbon volumes, the production
 
plan,
historical extraction recovery and processing yield
 
factors, installed plant operating capacity
 
and approved
operating limits.
 
The reliability of these estimates at any point
 
in time depends on both the quality and
quantity of the technical and economic data
 
and the efficiency of extracting and processing the
 
hydrocarbons.
 
 
Despite the inherent imprecision in these engineering
 
estimates, accounting rules require disclosure
 
of
“proved” reserve estimates due to the importance
 
of these estimates to better understand the perceived
 
value
and future cash flows of a company’s operations.
 
There are several authoritative guidelines
 
regarding the
engineering criteria that must be met before estimated
 
reserves can be designated as “proved.”
 
Our
geosciences and reservoir engineering organization
 
has policies and procedures in place consistent
 
with these
authoritative guidelines.
 
We have trained and experienced internal engineering personnel who estimate our
proved reserves held by consolidated companies, as
 
well as our share of equity affiliates.
 
 
Proved reserve estimates are adjusted annually
 
in the fourth quarter and during the year
 
if significant changes
occur, and take into account recent production and subsurface
 
information about each field.
 
Also, as required
by current authoritative guidelines, the estimated
 
future date when an asset will be permanently
 
shut down for
economic reasons is based on 12-month average
 
prices and current costs.
 
This estimated date when production
 
67
will end affects the amount of estimated reserves.
 
Therefore, as prices and cost levels change from
 
year to
year, the estimate of proved reserves also changes.
 
Generally, our proved reserves decrease as prices decline
and increase as prices rise.
 
Our proved reserves include estimated quantities
 
related to PSCs, reported under the “economic interest”
method, as well as variable-royalty regimes,
 
and are subject to fluctuations in commodity
 
prices; recoverable
operating expenses; and capital costs.
 
If costs remain stable, reserve quantities
 
attributable to recovery of costs
will change inversely to changes in commodity
 
prices.
 
We would expect reserves from these contracts to
decrease when product prices rise and increase
 
when prices decline.
 
 
The estimation of proved developed reserves also
 
is important to the income statement because the
 
proved
developed reserve estimate for a field serves as the
 
denominator in the unit-of-production
 
calculation of the
DD&A of the capitalized costs for that asset.
 
At year-end 2019, the net book value of productive PP&E
subject to a unit-of-production calculation was
 
approximately $35 billion and the DD&A recorded
 
on these
assets in 2019 was approximately $5.8 billion.
 
The estimated proved developed reserves for
 
our consolidated
operations were 3.3 billion BOE at the end
 
of 2018 and 3.2
 
billion BOE at the end of 2019.
 
If the estimates of
proved reserves used in the unit-of-production
 
calculations had been lower by 10 percent
 
across all
calculations, before-tax DD&A in 2019
 
would have increased by an estimated $642
 
million.
 
 
Impairments
 
Long-lived assets used in operations are assessed
 
for impairment whenever changes in facts
 
and circumstances
indicate a possible significant deterioration
 
in future cash flows expected to be generated
 
by an asset group and
annually in the fourth quarter following updates
 
to corporate planning assumptions.
 
If there is an indication
the carrying amount of an asset may not be recovered,
 
the asset is monitored by management through
 
an
established process where changes to significant
 
assumptions such as prices, volumes and future
 
development
plans are reviewed.
 
If, upon review, the sum of the undiscounted before-tax cash flows is
 
less than the
carrying value of the asset group, the carrying
 
value is written down to estimated fair
 
value.
 
Individual assets
are grouped for impairment purposes based on a
 
judgmental assessment of the lowest level
 
for which there are
identifiable cash flows that are largely independent of the
 
cash flows of other groups of assets—generally on
 
a
field-by-field basis for E&P assets.
 
Because there usually is a lack of quoted market
 
prices for long-lived
assets, the fair value of impaired assets is
 
typically determined based on the present values
 
of expected future
cash flows using discount rates believed to be
 
consistent with those used by principal market
 
participants, or
based on a multiple of operating cash flow validated
 
with historical market transactions of similar
 
assets where
possible.
 
The expected future cash flows used for impairment
 
reviews and related fair value calculations are
based on judgmental assessments of future production
 
volumes, commodity prices, operating
 
costs and capital
decisions, considering all available information
 
at the date of review.
 
Differing assumptions could affect the
timing and the amount of an impairment
 
in any period.
 
See Note 9—Impairments, in the Notes to
Consolidated Financial Statements, for additional
 
information.
 
Investments in nonconsolidated entities
 
accounted for under the equity method are reviewed
 
for impairment
when there is evidence of a loss in value and annually
 
following updates to corporate planning assumptions.
 
Such evidence of a loss in value might include
 
our inability to recover the carrying amount,
 
the lack of
sustained earnings capacity which would justify
 
the current investment amount, or a current
 
fair value less than
the investment’s carrying amount.
 
When it is determined such a loss in value
 
is other than temporary, an
impairment charge is recognized for the difference between the
 
investment’s carrying value and its estimated
fair value.
 
When determining whether a decline in
 
value is other than temporary, management considers
factors such as the length of time and extent of
 
the decline, the investee’s financial condition and near-term
prospects, and our ability and intention to retain
 
our investment for a period that will be sufficient
 
to allow for
any anticipated recovery in the market value
 
of the investment.
 
Since quoted market prices are usually not
available, the fair value is typically based on the
 
present value of expected future cash flows using
 
discount
rates believed to be consistent with those used by
 
principal market participants, plus market analysis
 
of
comparable assets owned by the investee, if appropriate.
 
Differing assumptions could affect the timing and the
amount of an impairment of an investment in any
 
period.
 
See the “APLNG” section of Note 6—Investments,
Loans and Long-Term Receivables,
 
in the Notes to Consolidated Financial Statements,
 
for additional
 
68
information.
 
Asset Retirement Obligations and Environmental Costs
 
Under various contracts, permits and regulations,
 
we have material legal obligations to remove
 
tangible
equipment and restore the land or seabed at the
 
end of operations at operational sites.
 
Our largest asset
removal obligations involve plugging and abandonment
 
of wells, removal and disposal of offshore oil and
 
gas
platforms around the world, as well as oil and gas
 
production facilities and pipelines in Alaska.
 
The fair values
of obligations for dismantling and removing these
 
facilities are recorded as a liability and
 
an increase to PP&E
at the time of installation of the asset based on estimated
 
discounted costs.
 
Estimating future asset removal
costs is difficult.
 
Most of these removal obligations are many years,
 
or decades, in the future and the contracts
and regulations often have vague descriptions
 
of what removal practices and criteria
 
must be met when the
removal event actually occurs.
 
Asset removal technologies and costs, regulatory
 
and other compliance
considerations, expenditure timing, and other inputs
 
into valuation of the obligation, including discount
 
and
inflation rates, are also subject to change.
 
 
Normally, changes in asset removal obligations are reflected in the income statement
 
as increases or decreases
to DD&A over the remaining life of the assets.
 
However, for assets at or nearing the end of their operations, as
well as previously sold assets for which we
 
retained the asset removal obligation, an increase
 
in the asset
removal obligation can result in an immediate
 
charge to earnings, because any increase in PP&E
 
due to the
increased obligation would immediately be subject
 
to impairment, due to the low fair value of these
 
properties.
 
 
In addition to asset removal obligations, under the
 
above or similar contracts, permits and regulations,
 
we have
certain environmental-related projects.
 
These are primarily related to remediation
 
activities required by
Canada and various states
 
within the U.S. at exploration and production sites.
 
Future environmental
remediation costs are difficult to estimate because they are
 
subject to change due to such factors as the
uncertain magnitude of cleanup costs, the unknown
 
time and extent of such remedial actions
 
that may be
required, and the determination of our liability
 
in proportion to that of other responsible parties.
 
See Note
10—Asset Retirement Obligations and Accrued
 
Environmental Costs, in the Notes to Consolidated
 
Financial
Statements, for additional information.
 
Projected Benefit Obligations
 
Determination of the projected benefit obligations
 
for our defined benefit pension and postretirement
 
plans are
important to the recorded amounts for such obligations
 
on the balance sheet and to the amount of benefit
expense in the income statement.
 
The actuarial determination of projected benefit
 
obligations and company
contribution requirements involves judgment about
 
uncertain future events, including estimated
 
retirement
dates, salary levels at retirement, mortality
 
rates, lump-sum election rates, rates of return on plan
 
assets, future
health care cost-trend rates, and rates of utilization
 
of health care services by retirees.
 
Due to the specialized
nature of these calculations, we engage outside actuarial
 
firms to assist in the determination of these
 
projected
benefit obligations and company contribution requirements.
 
For Employee Retirement Income Security Act-
governed pension plans, the actuary exercises fiduciary
 
care on behalf of plan participants in the
 
determination
of the judgmental assumptions used in determining
 
required company contributions into the
 
plans.
 
Due to
differing objectives and requirements between financial
 
accounting rules and the pension plan funding
regulations promulgated by governmental agencies,
 
the actuarial methods and assumptions
 
for the two
purposes differ in certain important respects.
 
Ultimately, we will be required to fund all vested benefits under
pension and postretirement benefit plans not
 
funded by plan assets or investment returns,
 
but the judgmental
assumptions used in the actuarial calculations
 
significantly affect periodic financial statements and funding
patterns over time.
 
Projected benefit obligations are particularly
 
sensitive to the discount rate assumption.
 
A
100 basis-point decrease in the discount rate assumption
 
would increase projected benefit obligations
 
by
$1,000 million.
 
Benefit expense is sensitive to the discount rate
 
and return on plan assets assumptions.
 
A
100 basis-point decrease in the discount rate assumption
 
would increase annual benefit expense by
$100 million, while a 100 basis-point decrease
 
in the return on plan assets assumption
 
would increase annual
benefit expense by $60 million.
 
In determining the discount rate, we use yields
 
on high-quality fixed income
investments matched to the estimated benefit
 
cash flows of our plans.
 
We are also exposed to the possibility
 
69
that lump sum retirement benefits taken from pension
 
plans during the year could exceed the total of
 
service
and interest components of annual pension expense
 
and trigger accelerated recognition of a portion
 
of
unrecognized net actuarial losses and gains.
 
These benefit payments are based on decisions
 
by plan
participants and are therefore difficult to predict.
 
In the event there is a significant reduction in the
 
expected
years of future service of present employees or the
 
elimination of the accrual of defined benefits
 
for some or all
of their future services for a significant number
 
of employees, we could recognize a curtailment
 
gain or loss.
 
See Note 18—Employee Benefit Plans, in the
 
Notes to Consolidated Financial Statements,
 
for additional
information.
 
Contingencies
A number of claims and lawsuits are made against
 
the company arising in the ordinary course of
 
business.
 
Management exercises judgment related to accounting
 
and disclosure of these claims which includes
 
losses,
damages, and underpayments associated with environmental
 
remediation, tax, contracts, and other legal
disputes.
 
As we learn new facts concerning contingencies,
 
we reassess our position both with respect to
amounts recognized and disclosed considering
 
changes to the probability of additional
 
losses and potential
exposure.
 
However, actual losses can and do vary from estimates
 
for a variety of reasons including legal,
arbitration, or other third-party decisions; settlement
 
discussions; evaluation of scope of damages;
interpretation of regulatory or contractual terms;
 
expected timing of future actions; and proportion
 
of liability
shared with other responsible parties.
 
Estimated future costs related to contingencies
 
are subject to change as
events evolve and as additional information becomes
 
available during the administrative and litigation
processes.
 
For additional information on contingent
 
liabilities, see the “Contingencies” section
 
within “Capital
Resources and Liquidity” and Note 13—Contingencies
 
and Commitments.
 
70
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:
 
 
 
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 costs
 
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 exploration and production
 
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, global health epidemics, terrorism,
 
cyber attacks, and information
technology failures, constraints or disruptions.
 
Changes in international monetary conditions and
 
foreign currency exchange rate fluctuations.
 
71
 
Changes in international trade relationships,
 
including the imposition of trade restrictions
 
or tariffs
relating to crude oil, bitumen, natural gas,
 
LNG, NGLs and any materials or products (such
 
as
aluminum and steel) used in the operation of our
 
business.
 
Substantial investment in and development use
 
of, competing or alternative energy sources, including
as a result of existing or future environmental
 
rules and regulations.
 
Liability for remedial actions, including removal
 
and reclamation obligations, under existing
 
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;
 
the impact of and uncertainty surrounding the
 
U.K.’s
decision to withdraw from the EU; 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
 
of
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
 
of
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.
 
 
Potential failure to obtain, or delays in obtaining,
 
any necessary regulatory approvals for
 
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 asset dispositions or acquisitions, including
 
the
diversion
 
of management time and attention.
 
Our inability to deploy the net proceeds from any
 
asset dispositions we undertake 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 expenditure reductions.
 
The factors generally described in Item 1A—Risk
 
Factors in this 2019 Annual Report on Form 10-K
and any additional risks described in our other filings
 
with the SEC.
 
 
 
72
Item 7A.
 
QUANTITATIVE
 
AND QUALITATIVE
 
DISCLOSURES ABOUT MARKET RISK
 
Financial Instrument Market Risk
 
We and certain of our subsidiaries hold and issue derivative contracts and financial
 
instruments that expose our
cash flows or earnings to changes in commodity
 
prices, foreign currency exchange rates
 
or interest rates.
 
We
may use financial and commodity-based derivative
 
contracts to manage the risks produced by changes
 
in the
prices of natural gas, crude oil and related products;
 
fluctuations in interest rates and foreign currency
exchange rates; or to capture market opportunities.
 
Our use of derivative instruments is governed
 
by an “Authority Limitations” document
 
approved by our Board
of Directors that prohibits the use of highly leveraged
 
derivatives or derivative instruments without
 
sufficient
liquidity.
 
The Authority Limitations document also establishes
 
the Value at Risk (VaR)
 
limits for the
company, and compliance with these limits is monitored daily.
 
The Executive Vice President and Chief
Financial Officer, who reports to the Chief Executive Officer, monitors commodity price risk
 
and risks
resulting from foreign currency exchange rates and
 
interest rates.
 
The Commercial organization manages our
commercial marketing, optimizes our commodity
 
flows and positions, and monitors risks.
 
 
Commodity Price Risk
Our Commercial organization uses futures, forwards, swaps
 
and options in various markets to accomplish
 
the
following objectives:
 
 
Meet customer needs.
 
Consistent with our policy to generally
 
remain exposed to market prices, we
use swap contracts to convert fixed-price sales
 
contracts, which are often requested by natural
 
gas
consumers, to floating market prices.
 
Enable us to use market knowledge to capture opportunities
 
such as moving physical commodities to
more profitable locations and storing commodities
 
to capture seasonal or time premiums.
 
We may use
derivatives to optimize these activities.
 
 
We use a VaR
 
model to estimate the loss in fair value that
 
could potentially result on a single day from the
effect of adverse changes in market conditions on the derivative
 
financial instruments and derivative
commodity instruments we hold or issue, including
 
commodity purchases and sales contracts
 
recorded on the
balance sheet at December 31, 2019,
 
as derivative instruments.
 
Using Monte Carlo simulation, a 95 percent
confidence level and a one-day holding period, the
 
VaR
 
for those instruments issued or held for
 
trading
purposes or held for purposes other than trading
 
at December 31, 2019 and 2018,
 
was immaterial to our
consolidated cash flows and net income attributable
 
to ConocoPhillips.
 
 
Interest Rate Risk
The following table provides information
 
about our debt instruments that are sensitive to
 
changes in U.S.
interest rates.
 
The table presents
 
principal cash flows and related weighted-average
 
interest rates by expected
maturity dates.
 
Weighted-average variable rates are based on effective rates at the reporting date.
 
The
carrying amount of our floating-rate debt approximates
 
its fair value.
 
The fair value of the fixed-rate debt is
measured using prices available from a pricing
 
service that is corroborated by market
 
data.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
73
Millions of Dollars Except as Indicated
Debt
Fixed
Average
Floating
Average
Rate
Interest
Rate
Interest
Expected Maturity Date
Maturity
Rate
Maturity
 
Rate
Year
 
-End 2019
2020
$
-
-
%
$
-
-
%
2021
140
6.24
-
-
2022
343
2.54
500
2.81
2023
106
7.20
-
-
2024
456
3.52
-
-
Remaining years
12,143
6.25
283
1.65
Total
$
13,188
$
783
Fair value
$
17,325
$
783
Year
 
-End 2018
2019
$
17
-
%
$
-
-
%
2020
-
-
-
-
2021
123
9.13
-
-
2022
343
2.54
500
3.52
2023
106
7.20
-
-
Remaining years
12,599
6.16
283
1.78
Total
$
13,188
$
783
Fair value
$
15,364
$
783
 
 
Foreign Currency Exchange Risk
 
We have foreign currency exchange rate risk resulting from international operations.
 
We do not
comprehensively hedge the exposure to currency
 
exchange rate changes although we
 
may choose to selectively
hedge certain foreign currency exchange rate exposures,
 
such as firm commitments for capital projects
 
or local
currency tax payments, dividends and cash returns from
 
net investments in foreign affiliates to be remitted
within the coming year, and investments in equity securities.
 
At December 31, 2019 and 2018, we held foreign
 
currency exchange forwards hedging cross-border
commercial activity and foreign currency exchange
 
swaps and options for purposes of mitigating
 
our cash-
related exposures.
 
Although these forwards, swaps and options
 
hedge exposures to fluctuations in exchange
rates, we elected not to utilize hedge accounting.
 
As a result, the change in the fair value of these foreign
currency exchange derivatives is recorded directly
 
in earnings.
 
 
At December 31, 2019,
 
we had outstanding foreign currency exchange
 
forward contracts to sell $1.35 billion
CAD at $0.748 CAD against the U.S. dollar.
 
At December 31, 2018, we had outstanding foreign
 
currency
zero-cost collars buying the right to sell $1.25 billion
 
CAD at $0.707
 
CAD and selling the right to buy $1.25
billion CAD at $0.842 CAD against the U.S. dollar.
 
Based on the assumed volatility in the fair value
calculation, the net fair value of these foreign currency
 
contracts at December 31, 2019 and
 
December 31,
2018, was a before-tax loss of $28 million and a before-tax
 
gain of $6
 
million, respectively.
 
Based on an
adverse hypothetical 10 percent change in the
 
December 2019 and December 2018 exchange rate, this
 
would
result in an additional before-tax loss of $115 million and $17 million,
 
respectively.
 
The sensitivity analysis is
based on changing one assumption while holding
 
all other assumptions constant, which in practice
 
may be
unlikely to occur, as changes in some of the assumptions may be correlated.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
74
The gross notional and fair value of these positions
 
at December 31, 2019 and 2018, were as follows:
 
In Millions
Foreign Currency Exchange Derivatives
Notional*
Fair Value**
2019
2018
2019
2018
Sell U.S. dollar, buy British pound
USD
-
805
-
(5)
Sell Canadian dollar, buy U.S. dollar
CAD
1,350
1,250
(28)
6
Buy Canadian dollar, sell U.S. dollar
CAD
13
8
-
-
Sell British pound, buy Norwegian krone
GBP
-
9
-
-
Sell British pound, buy euro
GBP
-
12
-
-
Buy British pound, sell euro
GBP
4
-
-
-
 
*Denominated in USD, CAD and GBP.
**Denominated in USD.
For additional information about our use of derivative
 
instruments, see Note 14—Derivative and Financial
Instruments, in the Notes to Consolidated Financial
 
Statements.
 
 
75
Item 8.
 
FINANCIAL STATEMENTS AND SUPPLEMENTARY
 
DATA
 
 
 
 
CONOCOPHILLIPS
 
 
 
INDEX TO FINANCIAL STATEMENTS
Page
Report of Management ............................................................................................................................
 
76
Reports of Independent Registered Public Accounting
 
Firm .................................................................
 
77
Consolidated Income Statement for the years ended
 
December 31, 2019,
 
2018 and 2017
 
....................
 
81
Consolidated Statement of Comprehensive Income
 
for the years ended
 
December 31, 2019, 2018 and 2017
 
..................................................................................................
 
82
Consolidated Balance Sheet at December 31, 2019
 
and 2018
 
................................................................
 
83
Consolidated Statement of Cash Flows for the years
 
ended December 31, 2019,
 
2018 and 2017
 
.........
 
84
Consolidated Statement of Changes in Equity for
 
the years ended
December 31, 2019, 2018 and 2017
 
..................................................................................................
 
85
Notes to Consolidated Financial Statements
 
............................................................................................
 
86
Supplementary Information
Oil and Gas Operations
 
..............................................................................................................
 
150
Selected Quarterly Financial Data
 
..............................................................................................
 
178
Condensed Consolidating Financial Information
 
.......................................................................
 
179
 
 
 
76
Report of Management
 
 
Management prepared, and is responsible for, the consolidated financial
 
statements and the other information
appearing in this annual report.
 
The consolidated financial statements present
 
fairly the company’s financial
position, results of operations and cash flows in
 
conformity with accounting principles
 
generally accepted in
the United States.
 
In preparing its consolidated financial statements,
 
the company includes amounts that are
based on estimates and judgments management believes
 
are reasonable under the circumstances.
 
The
company’s financial statements have been audited by Ernst & Young LLP,
 
an independent registered public
accounting firm appointed by the Audit and Finance
 
Committee of the Board of Directors and ratified
 
by
stockholders.
 
Management has made available to Ernst
 
& Young LLP all of the company’s financial records
and related data, as well as the minutes of stockholders’
 
and directors’ meetings.
 
Assessment of Internal Control Over Financial Reporting
Management is also responsible for establishing
 
and maintaining adequate internal control
 
over financial
reporting.
 
ConocoPhillips’ internal control system
 
was designed to provide reasonable assurance to
 
the
company’s management and directors regarding the preparation and fair
 
presentation of published financial
statements.
 
All internal control systems, no matter how
 
well designed, have inherent limitations.
 
Therefore, even those
systems determined to be effective can provide only reasonable
 
assurance with respect to financial statement
preparation and presentation.
 
 
Management assessed the effectiveness of the company’s internal control over financial
 
reporting as of
December 31, 2019.
 
In making this assessment, it used the criteria
 
set forth by the Committee of Sponsoring
Organizations of the Treadway Commission in
Internal Control—Integrated Framework (2013)
.
 
Based on our
assessment, we believe the company’s internal control over financial
 
reporting was effective as of
December 31, 2019.
 
Ernst & Young LLP has issued an audit report on the company’s internal control over financial reporting as of
December 31, 2019, and their report is included
 
herein.
 
 
/s/ Ryan M. Lance
/s/ Don E. Wallette, Jr.
Ryan M. Lance
 
Don E. Wallette, Jr.
Chairman and
Chief Executive Officer
 
Executive Vice President and
 
Chief Financial Officer
 
 
 
February 18, 2020
 
 
77
Report of Independent Registered Public Accounting
 
Firm
 
 
To the Stockholders and the Board of Directors of ConocoPhillips
 
Opinion on the Financial Statements
 
We have audited the accompanying consolidated balance sheets of ConocoPhillips
 
(the Company) as of
December 31, 2019 and 2018, the related consolidated
 
income statement, consolidated statements
 
of
comprehensive income, changes in equity and
 
cash flows for each of the three years in
 
the period ended
December 31, 2019, and the related notes, condensed
 
consolidating financial information listed in
 
the Index at
Item 8, and financial statement schedule listed
 
in Item 15(a) (collectively referred to as the
 
“consolidated
financial statements”). In our opinion, the consolidated
 
financial statements present fairly, in all material
respects, the financial position of the Company
 
at December 31, 2019 and 2018, and the
 
results of its
operations and its cash flows for each of the three
 
years in the period ended December 31, 2019,
 
in conformity
with U.S. generally accepted accounting principles.
 
We also have audited, in accordance with the standards of the Public Company Accounting
 
Oversight Board
(United States) (PCAOB), the Company’s internal control over financial
 
reporting as of December 31, 2019,
based on criteria established in Internal Control–Integrated
 
Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (2013 framework) and our report
 
dated February 18, 2020,
expressed an unqualified opinion thereon.
 
Basis for Opinion
These financial statements are the responsibility
 
of the Company’s management. Our responsibility is to
express an opinion on the Company’s financial statements based on our audits.
 
We are a public accounting
firm registered with the PCAOB and are required
 
to be independent with respect to the Company
 
in
accordance with the U.S. federal securities
 
laws and the applicable rules and regulations of
 
the Securities and
Exchange Commission and the PCAOB.
 
We conducted our audits in accordance with the standards of the PCAOB. Those standards
 
require that we
plan and perform the audit to obtain reasonable
 
assurance about whether the financial statements
 
are free of
material misstatement, whether due to error
 
or fraud. Our audits included performing procedures
 
to assess the
risks of material misstatement of the financial
 
statements, whether due to error or fraud,
 
and performing
procedures that respond to those risks. Such procedures
 
included examining, on a test basis, evidence
regarding the amounts and disclosures in the financial
 
statements. Our audits also included evaluating
 
the
accounting principles used and significant estimates
 
made by management, as well as evaluating the overall
presentation of the financial statements. We believe that our audits provide a reasonable
 
basis for our opinion.
 
Critical Audit Matters
The critical audit matters communicated below are
 
matters arising from the current period
 
audit of the
consolidated financial statements that were communicated
 
or required to be communicated to the Audit
 
and
Finance Committee and that: (1) relate to
 
accounts or disclosures that are material to
 
the consolidated financial
statements and (2) involved our especially challenging,
 
subjective or complex judgments. The communication
of critical audit matters does not alter in any
 
way our opinion on the consolidated financial
 
statements, taken as
a whole, and we are not, by communicating the
 
critical audit matters below, providing separate opinions on the
critical audit matters or on the accounts or disclosures
 
to which they relate.
 
 
78
Accounting for asset retirement obligations
 
for certain offshore properties
Description of
the Matter
At December 31, 2019, the asset retirement
 
obligation (“ARO”) balance totaled $6.2
billion. As further described in Note 10, the Company
 
records AROs in the period in
which they are incurred, typically when the asset
 
is installed at the production location.
The estimation of obligations related to certain
 
offshore assets requires significant
judgment given the magnitude of these removal
 
costs and higher estimation uncertainty
related to the removal plan and costs. Furthermore,
 
given certain of these assets are
nearing the end of their operations, the impact
 
of changes in these AROs may result in
 
a
material impact to earnings given the relatively
 
short remaining useful lives of the assets.
Auditing the Company’s AROs for the obligations identified above is complex
 
and
highly judgmental due to the significant estimation
 
required by management in
determining the obligations. In particular, the estimates were
 
sensitive to significant
subjective assumptions such as removal cost estimates
 
and end of field life, which are
affected by expectations about future market or economic
 
conditions.
How We
Addressed the
Matter in Our
Audit
We obtained an understanding, evaluated the design and tested the operating
effectiveness of the Company’s internal controls over its ARO estimation process,
including management’s review of the significant assumptions that
 
have a material effect
on the determination of the obligations. We also tested management’s controls over the
completeness and accuracy of the financial
 
data used in the valuation.
To test the AROs for the obligations identified above, our audit procedures included,
among others, assessing the significant assumptions
 
and inputs used in the valuation,
including removal cost estimates and end of
 
field life assumptions. For example, we
evaluated removal cost estimates by comparing
 
to settlements and recent removal
activities and costs. We also compared end of field life assumptions to production
forecasts.
 
We involved our internal specialists in testing the underlying removal cost
estimates.
Depreciation, depletion and amortization of
 
proved oil and gas properties
Description of
the Matter
At December 31, 2019, the net book value of
 
the Company’s properties, plants and
equipment was $42.3 billion, and depreciation,
 
depletion and amortization (DD&A)
expense was $6.1 billion for the year then ended.
 
As described in Note 1, DD&A of
properties, plants and equipment on producing
 
hydrocarbon properties and certain
pipeline and LNG assets (those which are expected
 
to have a declining utilization
pattern) are determined by the unit-of-production method
 
based on proved oil and gas
reserves, as estimated by the Company’s internal reservoir engineers. Proved
 
oil and gas
reserve estimates are based on geological and engineering
 
assessments of in-place
hydrocarbon volumes, the production plan, historical
 
extraction recovery and processing
yield factors, installed plant operating capacity
 
and approved operating limits. Significant
judgment is required by the Company’s internal reservoir engineers
 
in evaluating
geological and engineering data when estimating
 
proved oil and gas reserves. Estimating
reserves also requires the selection of inputs, including
 
oil and gas price assumptions,
future operating and capital costs assumptions
 
and tax rates by jurisdiction, among
others. Because of the complexity involved in
 
estimating oil and gas reserves,
management also used a third-party petroleum
 
engineering firm to perform a review of
the processes and controls used by the Company’s internal reservoir
 
engineers to
determine estimates of proved oil and gas reserves.
 
79
Auditing the Company’s DD&A calculation is complex because of the
 
use of the work of
the internal reservoir engineers and third-party petroleum
 
engineering firm and the
evaluation of management’s determination of the inputs described above
 
used by the
internal reservoir engineers in estimating
 
proved oil and gas reserves.
 
How We
Addressed the
Matter in Our
Audit
We obtained an understanding, evaluated the design and tested the operating
effectiveness of the Company’s internal controls over its process to calculate DD&A,
including management’s controls over the completeness and accuracy of the
 
financial
data provided to the internal reservoir engineers
 
for use in estimating proved oil and gas
reserves.
Our audit procedures included, among others,
 
evaluating the professional qualifications
and objectivity of the Company’s internal reservoir engineers primarily
 
responsible for
overseeing the preparation of the reserve estimates
 
and the third-party petroleum
engineering firm used to review the Company’s processes and controls.
 
In addition, in
assessing whether we can use the work of the internal
 
reservoir engineers, we evaluated
the completeness and accuracy of the financial data
 
and inputs described above used by
the internal reservoir engineers in estimating
 
proved oil and gas reserves by agreeing
them to source documentation and we identified
 
and evaluated corroborative and
contrary evidence. For proved undeveloped reserves,
 
we evaluated management’s
development plan for compliance with the SEC
 
rule that undrilled locations are
scheduled to be drilled within five years, unless
 
specific circumstances justify a longer
time, by assessing consistency of the development
 
projections with the Company’s drill
plan. We also tested the accuracy of the DD&A calculations, including comparing the
proved oil and gas reserve amounts used in the
 
calculation to the Company’s reserve
report.
 
 
/s/ Ernst & Young LLP
 
We have served as ConocoPhillips’ auditor since 1949.
 
Houston, Texas
February 18, 2020
 
 
 
80
Report of Independent Registered Public Accounting Firm
 
 
To the Stockholders
 
and the Board of Directors of ConocoPhillips
 
Opinion on Internal Control over Financial Reporting
We have audited
 
ConocoPhillips’ internal control over financial reporting as of December 31,
 
2019, based on
criteria established in Internal Control–Integrated Framework issued
 
by the Committee of Sponsoring Organizations
of the Treadway Commission (2013 framework)
 
(the COSO criteria). In our opinion, ConocoPhillips (the Company)
maintained, in all material respects, effective internal
 
control over financial reporting as of December 31, 2019,
based on the COSO criteria.
 
We also have audited,
 
in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the consolidated balance sheets of the Company as of December
 
31, 2019 and 2018, the related
consolidated income statement, consolidated statements of comprehensive
 
income, changes in equity and cash flows
for each of the three years in the period ended December 31, 2019, and the related notes,
 
condensed consolidating
financial information listed in the Index at Item 8, and financial statement schedule
 
listed in Item 15(a) and our
report dated February 18, 2020, expressed an unqualified opinion
 
thereon.
 
Basis for Opinion
The Company’s management is responsible
 
for maintaining effective internal control over financial reporting
 
and
for its assessment of the effectiveness of internal control over financial
 
reporting included under the heading
“Assessment of Internal Control Over Financial Reporting” in the accompanying
 
“Report of Management.” Our
responsibility is to express an opinion on the Company’s
 
internal control over financial reporting based on our audit.
We are a public
 
accounting firm registered with the PCAOB and are required to be independent
 
with respect to the
Company in accordance with the U.S. federal securities laws and the applicable
 
rules and regulations of the
Securities and Exchange Commission and the PCAOB.
 
We conducted
 
our audit in accordance with the standards of the PCAOB. Those standards require
 
that we plan and
perform the audit to obtain reasonable assurance about whether effective
 
internal control over financial reporting
was maintained in all material respects.
 
 
Our audit included obtaining an understanding of internal control over financial
 
reporting, assessing the risk that a
material weakness exists, testing and evaluating the design and operating effectiveness
 
of internal control based on
the assessed risk, and performing such other procedures as we considered
 
necessary in the circumstances. We
believe that our audit provides a reasonable basis for our opinion.
 
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over
 
financial reporting is a process designed 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. A company’s
 
internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance
 
of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the
 
company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of
 
financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures
 
of the company are being made
only in accordance with authorizations of management and directors of
 
the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized
 
acquisition, use, or disposition of the company’s
assets that could have a material effect on the financial statements.
 
Because of its inherent limitations, internal control over financial reporting
 
may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods
 
are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of
 
compliance with the policies or procedures may
deteriorate.
 
/s/ Ernst & Young
 
LLP
 
Houston, Texas
February 18, 2020
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
81
Consolidated Income Statement
ConocoPhillips
Years
 
Ended December 31
Millions of Dollars
2019
2018
2017
Revenues and Other Income
Sales and other operating revenues
$
32,567
36,417
29,106
Equity in earnings of affiliates
779
1,074
772
Gain on dispositions
1,966
1,063
2,177
Other income
 
1,358
173
529
Total Revenues and
 
Other Income
36,670
38,727
32,584
Costs and Expenses
Purchased commodities
11,842
14,294
12,475
Production and operating expenses
5,322
5,213
5,162
Selling, general and administrative expenses
556
401
427
Exploration expenses
743
369
934
Depreciation, depletion and amortization
6,090
5,956
6,845
Impairments
405
27
6,601
Taxes other than income
 
taxes
953
1,048
809
Accretion on discounted liabilities
326
353
362
Interest and debt expense
778
735
1,098
Foreign currency transaction (gains) losses
66
(17)
35
Other expenses
65
375
451
Total Costs and Expenses
27,146
28,754
35,199
Income (loss) before income taxes
9,524
9,973
(2,615)
Income tax provision (benefit)
2,267
3,668
(1,822)
Net income (loss)
7,257
6,305
(793)
Less: net income attributable to noncontrolling interests
(68)
(48)
(62)
Net Income (Loss) Attributable to ConocoPhillips
$
7,189
6,257
(855)
Net Income (Loss) Attributable to ConocoPhillips Per Share
of Common Stock
(dollars)
Basic
$
6.43
5.36
(0.70)
Diluted
6.40
5.32
(0.70)
Average Common
 
Shares Outstanding
(in thousands)
Basic
1,117,260
1,166,499
1,221,038
Diluted
1,123,536
1,175,538
1,221,038
See Notes to Consolidated Financial Statements.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
82
Consolidated Statement of Comprehensive Income
ConocoPhillips
Years
 
Ended December 31
Millions of Dollars
2019
2018
2017
Net Income (Loss)
$
7,257
6,305
(793)
Other comprehensive income (loss)
Defined benefit plans
Prior service credit (cost) arising during the period
-
(7)
2
Reclassification adjustment for amortization of prior
service credit included in net income (loss)
(35)
(40)
(38)
Net change
(35)
(47)
(36)
Net actuarial gain (loss) arising during the period
(55)
(150)
19
Reclassification adjustment for amortization of net
actuarial losses included in net income (loss)
146
279
247
Net change
91
129
266
Nonsponsored plans*
(3)
(1)
(2)
Income taxes on defined benefit plans
(2)
(42)
(81)
Defined benefit plans, net of tax
51
39
147
Unrealized holding loss on securities
-
-
(58)
Unrealized loss on securities, net of tax
-
-
(58)
Foreign currency translation adjustments
699
(645)
586
Income taxes on foreign currency translation adjustments
(4)
3
-
Foreign currency translation adjustments, net of tax
695
(642)
586
Other Comprehensive Income (Loss), Net of
 
Tax
746
(603)
675
Comprehensive Income (Loss)
8,003
5,702
(118)
Less: comprehensive income attributable to noncontrolling interests
(68)
(48)
(62)
Comprehensive Income (Loss) Attributable to ConocoPhillips
$
7,935
5,654
(180)
*Plans for which ConocoPhillips is not the primary obligor
primarily those administered by equity affiliates.
See Notes to Consolidated Financial Statements.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
83
Consolidated Balance Sheet
 
ConocoPhillips
At December 31
Millions of Dollars
2019
2018
Assets
Cash and cash equivalents
$
5,088
5,915
Short-term investments
3,028
248
Accounts and notes receivable (net of allowance of $
13
 
million in 2019
and $
25
 
million in 2018)
3,267
3,920
Accounts and notes receivable—related parties
134
147
Investment in Cenovus Energy
2,111
1,462
Inventories
1,026
1,007
Prepaid expenses and other current assets
2,259
575
Total Current Assets
16,913
13,274
Investments and long-term receivables
8,687
9,329
Loans and advances—related parties
219
335
Net properties, plants and equipment (net of accumulated depreciation,
 
depletion
and amortization of $
55,477
 
million in 2019 and $
64,899
 
million in 2018)
42,269
45,698
Other assets
2,426
1,344
Total Assets
$
70,514
69,980
Liabilities
Accounts payable
$
3,176
3,863
Accounts payable—related parties
24
32
Short-term debt
105
112
Accrued income and other taxes
1,030
1,320
Employee benefit obligations
663
809
Other accruals
2,045
1,259
Total Current Liabilities
7,043
7,395
Long-term debt
14,790
14,856
Asset retirement obligations and accrued environmental costs
5,352
7,688
Deferred income taxes
4,634
5,021
Employee benefit obligations
1,781
1,764
Other liabilities and deferred credits
1,864
1,192
Total Liabilities
35,464
37,916
Equity
Common stock (
2,500,000,000
 
shares authorized at $
0.01
 
par value)
Issued (2019—
1,795,652,203
 
shares; 2018—
1,791,637,434
 
shares)
Par value
18
18
Capital in excess of par
46,983
46,879
Treasury stock (at cost: 2019—
710,783,814
 
shares; 2018—
653,288,213
 
shares)
(46,405)
(42,905)
Accumulated other comprehensive loss
(5,357)
(6,063)
Retained earnings
39,742
34,010
Total Common
 
Stockholders’ Equity
34,981
31,939
Noncontrolling interests
69
125
Total Equity
35,050
32,064
Total Liabilities and Equity
$
70,514
69,980
See Notes to Consolidated Financial Statements.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
84
Consolidated Statement of Cash Flows
ConocoPhillips
Years
 
Ended December 31
Millions of Dollars
2019
2018
2017
Cash Flows From Operating Activities
Net income (loss)
$
7,257
6,305
(793)
Adjustments to reconcile net income (loss) to net cash provided by
 
operating activities
Depreciation, depletion and amortization
6,090
5,956
6,845
Impairments
405
27
6,601
Dry hole costs and leasehold impairments
421
95
566
Accretion on discounted liabilities
326
353
362
Deferred taxes
(444)
283
(3,681)
Undistributed equity earnings
594
152
(232)
Gain on dispositions
(1,966)
(1,063)
(2,177)
Other
(1,000)
191
(429)
Working
 
capital adjustments
Decrease (increase) in accounts and notes receivable
505
235
(886)
Decrease (increase) in inventories
(67)
86
(55)
Decrease (increase) in prepaid expenses and other current assets
37
(55)
69
Increase (decrease) in accounts payable
(378)
(52)
265
Increase (decrease) in taxes and other accruals
(676)
421
622
Net Cash Provided by Operating Activities
11,104
12,934
7,077
Cash Flows From Investing Activities
Capital expenditures and investments
(6,636)
(6,750)
(4,591)
Working
 
capital changes associated with investing activities
(103)
(68)
132
Proceeds from asset dispositions
3,012
1,082
13,860
Net sales (purchases) of investments
(2,910)
1,620
(1,790)
Collection of advances/loans—related parties
127
119
115
Other
(108)
154
36
Net Cash Provided by (Used in) Investing Activities
(6,618)
(3,843)
7,762
Cash Flows From Financing Activities
Repayment of debt
(80)
(4,995)
(7,876)
Issuance of company common stock
(30)
121
(63)
Repurchase of company common stock
(3,500)
(2,999)
(3,000)
Dividends paid
(1,500)
(1,363)
(1,305)
Other
(119)
(123)
(112)
Net Cash Used in Financing Activities
(5,229)
(9,359)
(12,356)
Effect of Exchange Rate Changes on Cash, Cash Equivalents
 
and Restricted Cash
(46)
(117)
232
Net Change in Cash, Cash Equivalents and Restricted Cash
(789)
(385)
2,715
Cash, cash equivalents and restricted cash at beginning of period
6,151
6,536
3,610
Cash, Cash Equivalents and Restricted Cash at End of Period
$
5,362
6,151
6,325
Restricted cash of $
90
 
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.
Restricted cash totaling $
236
 
million is included in the “Other assets” line of our Consolidated
 
Balance Sheet as of December 31, 2018.
See Notes to Consolidated Financial Statements.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
85
Consolidated Statement of Changes in Equity
 
ConocoPhillips
Millions of Dollars
Attributable to ConocoPhillips
Common Stock
Par
Value
Capital in
Excess of
Par
Treasury
Stock
Accum. Other
Comprehensive
Income (Loss)
Retained
Earnings
Non-
Controlling
Interests
Total
December 31, 2016
$
18
46,507
(36,906)
(6,193)
31,548
252
35,226
Net income (loss)
(855)
62
(793)
Other comprehensive income
675
675
Dividends paid ($
1.06
 
per share of common stock)
(1,305)
(1,305)
Repurchase of company common stock
(3,000)
(3,000)
Distributions to noncontrolling interests and other
(120)
(120)
Distributed under benefit plans
115
115
Other
3
3
December 31, 2017
$
18
46,622
(39,906)
(5,518)
29,391
194
30,801
Net income
6,257
48
6,305
Other comprehensive loss
(603)
(603)
Dividends paid ($
1.16
 
per share of common stock)
(1,363)
(1,363)
Repurchase of company common stock
(2,999)
(2,999)
Distributions to noncontrolling interests and other
(121)
(121)
Distributed under benefit plans
257
257
Changes in Accounting Principles*
58
(278)
(220)
Other
3
4
7
December 31, 2018
$
18
46,879
(42,905)
(6,063)
34,010
125
32,064
Net income
7,189
68
7,257
Other comprehensive income
746
746
Dividends paid ($
1.34
 
per share of common stock)
(1,500)
(1,500)
Repurchase of company common stock
(3,500)
(3,500)
Distributions to noncontrolling interests and other
(128)
(128)
Distributed under benefit plans
104
104
Changes in Accounting Principles**
(40)
40
-
Other
3
4
7
December 31, 2019
$
18
46,983
(46,405)
(5,357)
39,742
69
35,050
 
*Cumulative effect of the adoption of ASC Topic 606, "Revenue from Contracts with Customers," and ASU No.
 
2016-01, "Recognition and
 
 
Measurement of Financial Assets and Liabilities," at January 1, 2018.
**See Note 2—Changes in Accounting Principles for additional
 
information.
 
See Notes to Consolidated Financial Statements.
 
 
86
Notes to Consolidated Financial Statements
ConocoPhillips
Note 1—Accounting Policies
 
 
Consolidation Principles and Investments
—Our consolidated financial statements
 
include the accounts
of majority-owned, controlled subsidiaries
 
and variable interest entities where we are the primary
beneficiary.
 
The equity method is used to account for
 
investments in affiliates in which we have the
ability to exert significant influence over the affiliates’
 
operating and financial policies.
 
When we do not
have the ability to exert significant influence,
 
the investment is measured at fair value
 
except when the
investment does not have a readily determinable
 
fair value.
 
For those exceptions, it will be measured at
cost minus impairment, plus or minus observable
 
price changes in orderly transactions for an identical
 
or
similar investment of the same issuer.
 
Undivided interests in oil and gas joint ventures,
 
pipelines, natural
gas plants and terminals are consolidated on a proportionate
 
basis.
 
Other securities and investments are
generally carried at cost.
We manage our operations through six operating segments, defined by geographic
 
region: Alaska, Lower
48, Canada, Europe and North Africa, Asia Pacific
 
and Middle East, and Other International.
 
For
additional information, see Note 25—Segment
 
Disclosures and Related Information.
 
 
 
 
Foreign Currency Translation
—Adjustments resulting from the process of translating
 
foreign
functional currency financial statements into
 
U.S. dollars are included in accumulated other
comprehensive loss in common stockholders’ equity.
 
Foreign currency transaction gains and losses
 
are
included in current earnings.
 
Some of our foreign operations use their local currency
 
as the functional
currency.
 
 
Use of Estimates
—The preparation of financial statements
 
in conformity with accounting principles
generally accepted in the U.S. requires management
 
to make estimates and assumptions that
 
affect the
reported amounts of assets, liabilities,
 
revenues and expenses, and the disclosures of contingent
 
assets and
liabilities.
 
Actual results could differ from these estimates.
 
 
Revenue Recognition
—Revenues associated with the sales of crude
 
oil, bitumen, natural gas, LNG,
NGLs and other items are recognized at the point
 
in time when the customer obtains control
 
of the asset.
 
In evaluating when a customer has control of the
 
asset, we primarily consider whether the
 
transfer of legal
title and physical delivery has occurred, whether
 
the customer has significant risks and rewards
 
of
ownership, and whether the customer has accepted
 
delivery and a right to payment exists.
 
These products
are typically sold at prevailing market prices.
 
We allocate variable market-based consideration to
deliveries (performance obligations) in the
 
current period as that consideration relates
 
specifically to our
efforts to transfer control of current period deliveries to the
 
customer and represents the amount we
expect to be entitled to in exchange for the related
 
products.
 
Payment is typically due within 30 days or
less.
 
Revenues associated with transactions commonly
 
called buy/sell contracts, in which the
 
purchase and sale
of inventory with the same counterparty are entered
 
into “in contemplation” of one another, are combined
and reported net (i.e., on the same income statement
 
line).
 
 
Shipping and Handling Costs
—We typically incur shipping and handling costs prior to control
transferring to the customer and account for these
 
activities as fulfillment costs.
 
Accordingly, we include
shipping and handling costs in production and operating
 
expenses for production activities.
 
Transportation costs related to marketing activities are recorded in
 
purchased commodities.
 
Freight costs
billed to customers are treated as a component of the
 
transaction price and recorded as a component
 
of
revenue when the customer obtains control.
 
 
 
Cash Equivalents
—Cash equivalents are highly liquid, short-term
 
investments that are readily
convertible to known amounts of cash and have
 
original maturities of 90 days or less from
 
their date of
purchase.
 
They are carried at cost plus accrued interest,
 
which approximates fair value.
 
 
87
 
 
Short-Term Investments
—Short-term investments include investments
 
in bank time deposits and
marketable securities (commercial paper and government
 
obligations) which are carried at cost plus
accrued interest and have original maturities
 
of greater than 90 days but within one year or when
 
the
remaining maturities are within one year.
 
We also invest in financial instruments classified as available
for sale debt securities which are carried at fair
 
value. Those instruments are included in short-term
investments when they have remaining maturities
 
within one year as of the balance sheet date.
 
 
 
 
Long-Term Investments in Debt Securities
—Long-term investments in debt securities
 
includes
financial instruments classified as available for sale
 
debt securities with remaining maturities
 
greater than
one year as of the balance sheet date.
 
They are carried at fair value and presented
 
within the “Investments
and long-term receivables” line of our consolidated
 
balance sheet.
 
 
 
 
Inventories
—We have several valuation methods for our various types of inventories
 
and consistently
use the following methods for each type of inventory.
 
The majority of our commodity-related inventories
are recorded at cost using the LIFO basis.
 
We measure these inventories at the lower-of-cost-or-market in
the aggregate.
 
Any necessary lower-of-cost-or-market write-downs at year
 
end are recorded as
permanent adjustments to the LIFO cost basis.
 
LIFO is used to better match current inventory
 
costs with
current revenues.
 
Costs include both direct and indirect expenditures
 
incurred in bringing an item or
product to its existing condition and location,
 
but not unusual/nonrecurring costs or research
 
and
development costs.
 
Materials, supplies and other miscellaneous inventories,
 
such as tubular goods and
well equipment, are valued using various methods,
 
including the weighted-average-cost
 
method, and the
FIFO method, consistent with industry practice.
 
 
Fair Value Measurements
—Assets and liabilities measured at fair value
 
and required to be categorized
within the fair value hierarchy are categorized into
 
one of three different levels depending on the
observability of the inputs employed in the measurement.
 
Level 1 inputs are quoted prices in active
markets for identical assets or liabilities.
 
Level 2 inputs are observable inputs other than
 
quoted prices
included within Level 1 for the asset or liability, either directly or indirectly
 
through market-corroborated
inputs.
 
Level 3 inputs are unobservable inputs for
 
the asset or liability reflecting significant
 
modifications
to observable related market data or our assumptions
 
about pricing by market participants.
 
 
Derivative Instruments
—Derivative instruments are recorded on the balance
 
sheet at fair value.
 
If the
right of offset exists and certain other criteria are met,
 
derivative assets and liabilities with the same
counterparty are netted on the balance sheet and the
 
collateral payable or receivable is netted
 
against
derivative assets and derivative liabilities,
 
respectively.
Recognition and classification of the gain or loss
 
that results from recording and adjusting
 
a derivative to
fair value depends on the purpose for issuing or
 
holding the derivative.
 
Gains and losses from derivatives
not accounted for as hedges are recognized immediately
 
in earnings.
 
 
 
Oil and Gas Exploration and Development
—Oil and gas exploration and development
 
costs are
accounted for using the successful efforts method of
 
accounting.
Property Acquisition Costs
—Oil and gas leasehold acquisition costs are
 
capitalized and included in
the balance sheet caption PP&E.
 
Leasehold impairment is recognized based
 
on exploratory
experience and management’s judgment.
 
Upon achievement of all conditions necessary for
 
reserves
to be classified as proved, the associated leasehold
 
costs are reclassified to proved properties.
Exploratory Costs
—Geological and geophysical costs and the
 
costs of carrying and retaining
undeveloped properties are expensed as incurred.
 
Exploratory well costs are capitalized, or
“suspended,” on the balance sheet pending further
 
evaluation of whether economically recoverable
reserves have been found.
 
If economically recoverable reserves are not found,
 
exploratory well costs
are expensed as dry holes.
 
If exploratory wells encounter potentially
 
economic quantities of oil and
gas, the well costs remain capitalized on the balance
 
sheet as long as sufficient progress assessing the
reserves and the economic and operating viability
 
of the project is being made.
 
For complex
exploratory discoveries, it is not unusual to
 
have exploratory wells remain suspended
 
on the balance
 
88
sheet for several years while we perform additional
 
appraisal drilling and seismic work on the
potential oil and gas field or while we seek government
 
or co-venturer approval of development plans
or seek environmental permitting.
 
Once all required approvals and permits have been
 
obtained, the
projects are moved into the development phase,
 
and the oil and gas resources are designated
 
as proved
reserves.
Management reviews suspended well balances quarterly, continuously monitors
 
the results of the
additional appraisal drilling and seismic work,
 
and expenses the suspended well costs
 
as dry holes
when it judges the potential field does not
 
warrant further investment in the near term.
 
See Note 8—
Suspended Wells and Other Exploration Expenses, for additional information
 
on suspended wells.
Development Costs
—Costs incurred to drill and equip development
 
wells, including unsuccessful
development wells, are capitalized.
Depletion and Amortization
—Leasehold costs of producing properties
 
are depleted using the unit-
of-production method based on estimated proved
 
oil and gas reserves.
 
Amortization of intangible
development costs is based on the unit-of-production
 
method using estimated proved developed
 
oil
and gas reserves.
 
 
Capitalized Interest
—Interest from external borrowings is
 
capitalized on major projects with an
expected construction period of one year or longer.
 
Capitalized interest is added to the cost of
 
the
underlying asset and is amortized over the useful
 
lives of the assets in the same manner
 
as the underlying
assets.
 
 
Depreciation and Amortization
—Depreciation and amortization of PP&E
 
on producing hydrocarbon
properties and certain pipeline and LNG assets
 
(those which are expected to have a declining
 
utilization
pattern), are determined by the unit-of-production method.
 
Depreciation and amortization of all other
PP&E are determined by either the individual-unit-straight-line
 
method or the group-straight-line method
(for those individual units that are highly integrated
 
with other units).
 
 
Impairment of Properties, Plants and Equipment
—PP&E used in operations are assessed for
impairment whenever changes in facts and circumstances
 
indicate a possible significant deterioration
 
in
the future cash flows expected to be generated
 
by an asset group and annually in the fourth
 
quarter
following updates to corporate planning assumptions.
 
If there is an indication the carrying amount of
 
an
asset may not be recovered, the asset is monitored
 
by management through an established
 
process where
changes to significant assumptions such as prices,
 
volumes and future development plans are reviewed.
 
If, upon review, the sum of the undiscounted before-tax cash flows is less
 
than the carrying value of the
asset group, the carrying value is written down to
 
estimated fair value through additional
 
amortization or
depreciation provisions and reported as impairments
 
in the periods in which the determination
 
of the
impairment is made.
 
Individual assets are grouped for impairment
 
purposes at the lowest level for which
there are identifiable cash flows that are largely independent
 
of the cash flows of other groups of assets—
generally on a field-by-field basis for E&P assets.
 
Because there usually is a lack of quoted
 
market prices
for long-lived assets, the fair value of impaired assets
 
is typically determined based on the present values
of expected future cash flows using discount rates
 
believed to be consistent with those used by
 
principal
market participants or based on a multiple of operating
 
cash flow validated with historical
 
market
transactions of similar assets where possible.
 
Long-lived assets committed by management for
 
disposal
within one year are accounted for at the lower
 
of amortized cost or fair value, less cost
 
to sell, with fair
value determined using a binding negotiated price,
 
if available, or present value of expected future cash
flows as previously described.
The expected future cash flows used for impairment
 
reviews and related fair value calculations are
 
based
on estimated future production volumes, prices
 
and costs, considering all available evidence at the date
 
of
review.
 
The impairment review includes cash flows from
 
proved developed and undeveloped reserves,
including any development expenditures necessary
 
to achieve that production.
 
Additionally, when
probable and possible reserves exist, an appropriate
 
risk-adjusted amount of these reserves may be
included in the impairment calculation.
 
89
 
 
Impairment of Investments in Nonconsolidated
 
Entities
—Investments in nonconsolidated entities
 
are
assessed for impairment whenever changes in
 
the facts and circumstances indicate a loss
 
in value has
occurred and annually following updates to corporate
 
planning assumptions.
 
When such a condition is
judgmentally determined to be other than temporary, the carrying value of the
 
investment is written down
to fair value.
 
The fair value of the impaired investment is
 
based on quoted market prices, if available,
 
or
upon the present value of expected future cash
 
flows using discount rates believed to be consistent
 
with
those used by principal market participants,
 
plus market analysis of comparable assets
 
owned by the
investee, if appropriate.
 
 
Maintenance and Repairs
—Costs of maintenance and repairs, which are
 
not significant improvements,
are expensed when incurred.
 
 
Property Dispositions
—When complete units of depreciable property
 
are sold, the asset cost and related
accumulated depreciation are eliminated,
 
with any gain or loss reflected in the “Gain on dispositions”
 
line
of our consolidated income statement.
 
When less than complete units of depreciable property
 
are
disposed of or retired which do not significantly
 
alter the DD&A rate, the difference between asset
 
cost
and salvage value is charged or credited to accumulated
 
depreciation.
 
 
Asset Retirement Obligations and Environmental Costs
—The
 
fair value of legal obligations to retire
and remove long-lived assets are recorded in
 
the period in which the obligation is incurred
 
(typically
when the asset is installed at the production location).
 
When the liability is initially recorded,
 
we
capitalize this cost by increasing the carrying amount
 
of the related PP&E.
 
If, in subsequent periods, our
estimate of this liability changes, we will record an
 
adjustment to both the liability and
 
PP&E.
 
Over time
the liability is increased for the change in its present
 
value, and the capitalized cost in PP&E is
depreciated over the useful life of the related asset.
 
Reductions to estimated liabilities for assets that
 
are
no longer producing are recorded as a credit
 
to impairment, if the asset had been previously
 
impaired, or
as a credit to DD&A, if the asset had not been previously
 
impaired.
 
For additional information, see
Note 10—Asset Retirement Obligations and Accrued
 
Environmental Costs.
Environmental expenditures are expensed or capitalized,
 
depending upon their future economic benefit.
 
Expenditures relating to an existing condition
 
caused by past operations, and those having no future
economic benefit, are expensed.
 
Liabilities for environmental expenditures are
 
recorded on an
undiscounted basis (unless acquired in a purchase
 
business combination, which we record
 
on a discounted
basis) when environmental assessments or cleanups
 
are probable and the costs can be reasonably
estimated.
 
Recoveries of environmental remediation costs
 
from other parties are recorded as assets when
their receipt is probable and estimable.
 
 
Guarantees
—The fair value of a guarantee is determined
 
and recorded as a liability at the time the
guarantee is given.
 
The initial liability is subsequently reduced
 
as we are released from exposure under
the guarantee.
 
We amortize the guarantee liability over the relevant time period, if one exists, based on
the facts and circumstances surrounding each type
 
of guarantee.
 
In cases where the guarantee term is
indefinite, we reverse the liability when we have
 
information indicating the liability
 
is essentially relieved
or amortize it over an appropriate time
 
period as the fair value of our guarantee exposure
 
declines over
time.
 
We amortize the guarantee liability to the related income statement line item based
 
on the nature of
the guarantee.
 
When it becomes probable that we will have
 
to perform on a guarantee, we accrue a
separate liability if it is reasonably estimable,
 
based on the facts and circumstances at that
 
time.
 
We
reverse the fair value liability only when there
 
is no further exposure under the guarantee.
 
 
Share-Based Compensation
—We recognize share-based compensation expense over the shorter of the
service period (i.e., the stated period of time required
 
to earn the award) or the period beginning at
 
the
start of the service period and ending when an
 
employee first becomes eligible for retirement.
 
We have
elected to recognize expense on a straight-line
 
basis over the service period for the entire
 
award, whether
the award was granted with ratable or cliff vesting.
 
 
Income Taxes
—Deferred income taxes are computed using
 
the liability method and are provided on all
temporary differences between the financial reporting basis
 
and the tax basis of our assets and liabilities,
 
90
except for deferred taxes on income and temporary
 
differences related to the cumulative translation
adjustment considered to be permanently reinvested
 
in certain foreign subsidiaries and
 
foreign corporate
joint ventures.
 
Allowable tax credits are applied currently
 
as reductions of the provision for income
taxes.
 
Interest related to unrecognized tax benefits
 
is reflected in interest and debt expense, and
 
penalties
related to unrecognized tax benefits are reflected
 
in production and operating expenses.
 
 
Taxes Collected from Customers and Remitted to Governmental Authorities
—Sales and value-
added taxes are recorded net.
 
 
Net Income (Loss) Per Share of Common Stock
—Basic net income (loss) per share of common stock
is calculated based upon the daily weighted-average
 
number of common shares outstanding during
 
the
year.
 
Also, this
 
calculation includes fully vested stock and unit
 
awards that have not yet been issued as
common stock, along with an adjustment to
 
net income (loss) for dividend equivalents
 
paid on unvested
unit awards that are considered participating
 
securities.
 
Diluted net income per share of common stock
includes unvested stock, unit or option awards granted
 
under our compensation plans and vested but
unexercised stock options, but only to the extent these
 
instruments dilute net income per share, primarily
under the treasury-stock method.
 
Diluted net loss per share, which is calculated
 
the same as basic net loss
per share, does not assume conversion or exercise
 
of securities that would have an antidilutive
 
effect.
 
Treasury stock is excluded from the daily weighted-average number
 
of common shares outstanding in
both calculations.
 
The earnings per share impact of the participating
 
securities is immaterial.
 
 
Note 2—Changes in Accounting Principles
 
We adopted the provisions of FASB ASU No. 2016-02, “Leases,” (ASC Topic 842) and its amendments,
beginning January 1, 2019.
 
ASC Topic 842 establishes comprehensive accounting and financial reporting
requirements for leasing arrangements, supersedes
 
the existing requirements in FASB ASC Topic 840,
“Leases” (ASC Topic 840), and requires lessees to recognize substantially
 
all lease assets and lease liabilities
on the balance sheet.
 
The provisions of ASC Topic 842 also modify the definition of a lease
 
and outline
requirements for recognition, measurement, presentation
 
and disclosure of leasing arrangements by
 
both
lessees and lessors.
 
 
We adopted ASC Topic
 
842 using the modified retrospective
 
approach and elected to utilize the Optional
Transition Method, which permits us to apply the provisions
 
of ASC Topic 842 to leasing arrangements
existing at or entered into after January 1, 2019,
 
and present in our financial statements comparative
 
periods
prior to January 1, 2019 under the historical
 
requirements of ASC Topic 840.
 
In addition, we elected to adopt
the package of optional transition-related practical
 
expedients, which among other things, allows us to
 
carry
forward certain historical conclusions reached
 
under ASC Topic 840 regarding lease identification,
classification, and the accounting treatment
 
of initial direct costs.
 
Furthermore, we elected not to record assets
and liabilities on our consolidated balance sheet
 
for new or existing lease arrangements
 
with terms of 12
months or less.
 
The primary impact of applying ASC Topic 842 is the initial recognition
 
of $
998
 
million of lease liabilities and
corresponding right-of-use assets on our consolidated
 
balance sheet as of January 1, 2019, for leases
 
classified
as operating leases under ASC Topic 840, as well as enhanced disclosure of our leasing
 
arrangements.
 
Our
accounting treatment for finance leases remains
 
unchanged.
 
In addition, there is no cumulative effect to
retained earnings or other components of equity
 
recognized as of January 1, 2019, and the adoption
 
of ASC
Topic 842 did not impact the presentation of our consolidated income statement
 
or statement of cash flows.
 
See Note 17—Non-Mineral Leases for additional
 
information related to the adoption of ASC Topic 842.
 
 
 
 
 
 
91
We adopted the provisions of FASB ASU No. 2018-02, “Reclassification of Certain Tax Effects from
Accumulated Other Comprehensive Income,”
 
beginning January 1, 2019.
 
The ASU allows a reclassification
from accumulated other comprehensive income
 
to retained earnings for stranded tax effects resulting
 
from the
Tax Cuts and Jobs Act, eliminating the stranded tax effects.
 
The cumulative effect to our consolidated balance
sheet at January 1, 2019 for the adoption of
 
ASU No. 2018-02 was as follows:
 
 
 
Millions of Dollars
December 31
ASU No. 2018-02
January 1
2018
Adjustments
2019
Equity
Accumulated other comprehensive loss
$
(6,063)
(40)
(6,103)
Retained earnings
34,010
40
34,050
For additional information regarding the impact of the adoption of ASU No. 2018-02, see
 
Note 20—Accumulated Other Comprehensive Loss.
 
 
Note 3—Variable Interest Entities
 
We hold variable interests in VIEs for which there are existing arrangements that provide
 
those entities with
additional forms of subordinated financial support.
 
However, as we are not considered the primary
beneficiary, these entities have not been consolidated in our financial statements.
 
Marine Well Containment Company, LLC (MWCC)
We have a
10
 
percent ownership interest in MWCC, and
 
it is accounted for as an equity method investment
because MWCC is a limited liability company
 
in which we are a founding member.
 
MWCC is considered a
VIE, as it has entered into arrangements that provide
 
it with additional forms of subordinated
 
financial support.
We are not the primary beneficiary and do not consolidate MWCC because we share
 
the power to govern the
business and operation of the company and to
 
undertake certain obligations that most
 
significantly impact its
economic performance with nine other unaffiliated
 
owners of MWCC.
 
Based on inputs related to the fair value of MWCC
 
observed in the second quarter of 2019, we reduced
 
the
carrying value of our equity method investment
 
in MWCC to $
30
 
million and recorded a before-tax
impairment of $
95
 
million which is included in the “Equity
 
in earnings of affiliates” line on our consolidated
income statement. For additional information
 
see Note 15—Fair Value Measurement.
 
At December 31, 2019,
the book value of our equity method investment
 
in MWCC was $
24
 
million. We have not provided any
financial support to MWCC other than amounts
 
previously contractually required. Unless we elect
 
otherwise,
we have no requirement to provide liquidity
 
or purchase the assets of MWCC.
Australia Pacific LNG Pty Ltd (APLNG)
We hold a
37.5
 
percent interest in APLNG, our joint venture
 
with Origin Energy and Sinopec. We are not the
primary beneficiary because we share, with
 
our joint venture partners, the power to direct
 
the key activities of
APLNG that most significantly impacts its
 
economic performance. Therefore, we do not consolidate
 
APLNG
and account for this entity as an equity method
 
investment.
 
As of December 31, 2019, we no longer have
certain guarantees that provide APLNG with additional
 
subordinated financial support. For additional
information see Note 12—Guarantees.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
92
Note 4—Inventories
Inventories at December 31 were:
Millions of Dollars
2019
2018
Crude oil and natural gas
$
472
432
Materials and supplies
554
575
$
1,026
1,007
 
 
Inventories valued on the LIFO basis totaled
 
$
286
 
million and $
292
 
million at December 31, 2019 and 2018,
respectively.
 
The estimated excess of current replacement
 
cost over LIFO cost of inventories was
approximately $
155
 
million and $
75
 
million at December 31, 2019 and December
 
31, 2018, respectively.
 
 
 
Note 5—Asset Acquisitions and Dispositions
 
All gains or losses on asset dispositions
 
are reported before-tax and are included net in
 
the “Gain on
dispositions” line on our consolidated income
 
statement.
 
All cash proceeds are included in the “Cash Flows
From Investing Activities” section of our consolidated
 
statement of cash flows.
 
 
 
2019
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.
 
In addition, we will receive a payment of $
75
 
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
40
 
percent interest in
the Greater Poseidon Fields, and our
50
 
percent interest in the Athena Field.
 
The net carrying value is
approximately $
0.6
 
billion, which consisted primarily of $
1.2
 
billion of PP&E and $
0.3
 
billion of cash and
working capital, offset by $
0.7
 
billion of ARO and $
0.2
 
billion of deferred tax liabilities.
 
The assets met held
for sale criteria in the fourth quarter, and as of December 31, 2019
 
we had reclassified $
1.2
 
billion of PP&E to
“Prepaid expenses and other current assets” and $
0.7
 
billion of noncurrent ARO to “Other accruals”
 
on our
consolidated balance sheet.
 
The before-tax earnings associated with our
 
Australia-West subsidiaries were
$
372
 
million, $
364
 
million and $
317
 
million for the years ended December 31,
 
2019, 2018 and 2017,
respectively.
 
This transaction is expected to be completed
 
in the first quarter of 2020, subject to regulatory
approvals and other specific conditions precedent.
 
Results of operations for the subsidiaries
 
to be sold are
reported within our Asia Pacific and Middle East
 
segment.
 
In the fourth quarter of 2019, we signed an agreement
 
to sell our interests in the Niobrara shale play
 
for $
380
million, plus customary adjustments,
 
and overriding royalty interests in certain
 
future wells.
 
To reduce the
carrying value to fair value, in the fourth quarter
 
of 2019, we recorded an impairment of $
379
 
million before-
tax for developed properties and exploration expenses
 
of $
7
 
million related to leasehold impairment of
undeveloped properties.
 
Our Niobrara interests to be sold have a net carrying
 
value of approximately $
390
million, which consisted primarily of $
426
 
million of PP&E, offset by $
34
 
million of noncurrent ARO.
 
The
assets met held for sale criteria in the fourth quarter, and as of December
 
31, 2019, we had reclassified $
426
million of PP&E to “Prepaid expenses and other
 
current assets” and $
34
 
million of noncurrent AROs to “Other
accruals” on our consolidated balance sheet.
 
The before-tax losses associated with our interests
 
in Niobrara,
including the $386 million of impairments noted
 
above, were $
372
 
million and $
12
 
million for the years ended
December 31, 2019 and 2017,
 
respectively.
 
The before-tax earnings associated with our interests
 
in Niobrara
for the year ended December 31, 2018 was $
35
 
million.
 
This transaction is subject to regulatory approval
 
and
other specific conditions precedent and is expected
 
to close in the first quarter of 2020.
 
The Niobrara results of
operations are reported within our Lower 48 segment.
 
 
 
93
 
Assets Sold
In January 2019, we entered into agreements to sell
 
our
12.4
 
percent ownership interests in the Golden
 
Pass
LNG Terminal and Golden Pass Pipeline.
 
We also entered into agreements to amend our contractual
obligations for retaining use of the facilities.
 
As a result of entering into these agreements, we recorded
 
a
before-tax impairment of $
60
 
million in the first quarter of 2019 which is included
 
in the “Equity in earnings
of affiliates” line on our consolidated income statement.
 
We completed the sale in the second quarter of 2019.
Results of operations for these assets are reported in
 
our Lower 48 segment.
 
See Note 15—Fair Value
Measurement for additional information.
 
In April 2019, we entered into an agreement to sell
 
two ConocoPhillips U.K. subsidiaries
 
to Chrysaor E&P
Limited for $
2.675
 
billion plus interest and customary adjustments,
 
with an effective date of January 1, 2018.
 
On September 30, 2019, we completed the sale for
 
proceeds of $
2.2
 
billion and recognized a $
1.7
 
billion
before-tax and $
2.1
 
billion after-tax gain associated with this transaction
 
in 2019.
 
Together the subsidiaries
sold indirectly held our exploration and production
 
assets in the U.K.
 
At the time of disposition, the net
carrying value was approximately $
0.5
 
billion, consisting primarily of $
1.6
 
billion of PP&E, $
0.5
 
billion of
cumulative foreign currency translation adjustments,
 
and $
0.3
 
billion of deferred tax assets, offset by $
1.8
billion of ARO and negative $
0.1
 
billion of working capital.
 
The before-tax earnings associated with the
subsidiaries sold were $
0.4
 
billion, $
0.9
 
billion and $
0.3
 
billion for the years ended December 31, 2019,
 
2018
and 2017,
 
respectively.
 
Results of operations for the U.K. are reported
 
within our Europe and North Africa
segment.
 
In the second quarter of 2019, we recognized an
 
after-tax gain of $
52
 
million upon the closing of the sale of
our
30
 
percent interest in the Greater Sunrise Fields
 
to the government of Timor-Leste for $
350
 
million.
 
The
Greater Sunrise Fields were included in our Asia
 
Pacific and Middle East segment.
 
 
In the fourth quarter of 2019, we sold our interests
 
in the Magnolia field and platform for net
 
proceeds of $
16
million and recognized a before-tax gain of $
82
 
million.
 
At the time of sale, the net carrying value consisted
of $
4
 
million of PP&E offset by $
70
 
million of ARO.
 
The Magnolia results of operations are reported
 
within
our Lower 48 segment.
 
Planned Dispositions
In January 2020, we entered into an agreement to sell
 
our interests in certain non-core properties
 
in the Lower
48 segment for $
186
 
million, plus customary adjustments.
 
The assets met the held for sale criteria in
 
January
2020 and the transaction is expected to be completed
 
in the first quarter of 2020.
 
No gain or loss is anticipated
on the sale.
 
This disposition will not have a significant
 
impact on Lower 48 production.
 
 
2018
Assets Sold
In the first quarter of 2018, we completed the sale of
 
certain properties in the Lower 48 segment
 
for net
proceeds of $
112
 
million.
 
No
 
gain or loss was recognized on the sale.
 
In the second quarter of 2018, we
completed the sale of a package of largely undeveloped acreage
 
in the Lower 48 segment for net proceeds
 
of
$
105
 
million and
no
 
gain or loss was recognized on the sale.
 
In the third quarter of 2018, we completed a
noncash exchange of undeveloped acreage in
 
the Lower 48 segment.
 
The transaction was recorded at fair
value resulting in the recognition of a $
56
 
million gain.
 
In the fourth quarter of 2018, we sold several
packages of undeveloped acreage in the Lower
 
48 segment for total net proceeds of $
162
 
million and
recognized gains of approximately $
140
 
million.
 
 
On October 31, 2018, we completed the sale of
 
our interests in the Barnett to Lime Rock Resources
 
for $
196
million after customary adjustments and recognized
 
a loss of $
5
 
million. We recorded impairments of $
87
million in 2018 and $
572
 
million in 2017 to reduce the net
 
carrying value of the Barnett to fair value.
 
At the
time of the disposition, our interest in Barnett had a
 
net carrying value of $
201
 
million, consisting of $
250
million of PP&E and $
49
 
million of AROs.
 
The before-tax losses associated with our
 
interests in the Barnett,
including both the impairments and loss on disposition
 
noted above, were $
59
 
million and $
566
 
million for the
years 2018 and 2017, respectively.
 
The Barnett results of operations are included
 
in our Lower 48 segment.
 
 
94
 
On December 18, 2018, we completed the sale of
 
a ConocoPhillips subsidiary to BP.
 
The subsidiary held
 
16.5
 
percent of our 24 percent interest
 
in the BP-operated Clair Field in the U.K.
 
We retained a
7.5
 
percent
interest in the field.
 
At the same time, we acquired BP’s 39.2 percent nonoperated interest
 
in the Greater
Kuparuk Area in Alaska, including their 38 percent
 
interest in the Kuparuk Transportation Company (Kuparuk
Assets).
 
The transaction was recorded at a fair value
 
of $
1,743
 
million and was cash neutral except for
customary adjustments which resulted in net
 
proceeds of $
253
 
million.
 
At closing, our interest in the Clair
Field had a net carrying value of approximately
 
$
1,028
 
million consisting primarily of $
1,553
 
million of
PP&E, $
485
 
million of deferred tax liabilities, and $
59
 
million of AROs.
 
We recognized a before-tax gain of
$
715
 
million on the transaction.
 
The 2018 before-tax earnings associated
 
with our 16.5 interest in the Clair
Field, including the recognized gain, were $
748
 
million.
 
The before-tax loss associated with our interest
 
in the
Clair Field was $
0.4
 
million for 2017. Results of operations
 
for our interest in the Clair Field are reported
within our Europe and North Africa segment and
 
the Kuparuk Assets are included in our
 
Alaska segment.
 
Acquisitions
In May 2018, we completed the acquisition of
 
Anadarko’s
22
 
percent nonoperated interest in the Western
North Slope of Alaska, as well as its interest
 
in the Alpine Transportation Pipeline for $
386
 
million, after
customary adjustments.
 
This transaction was accounted for as a business
 
combination resulting in the
recognition of approximately $
297
 
million of proved property and $
114
 
million of unproved property within
PP&E, $
20
 
million of inventory, $
14
 
million of investments, and $
59
 
million of AROs. These assets are
included in our Alaska segment.
 
As discussed in the Clair Field transaction with BP
 
above, we acquired BP’s Kuparuk Assets on December 18,
2018.
 
The transaction was accounted for as an asset acquisition
 
with a net acquisition cost of $
1,490
 
million,
comprised of the fair value of $
1,743
 
million associated with the disposed 16.5
 
percent of our 24 percent
interest in the Clair Field, reduced by the net proceeds
 
of $253 million.
 
Accordingly, we recorded
approximately $
1.9
 
billion to proved property within PP&E, $
42
 
million to inventory, $
15
 
million to
investments, $
374
 
million of AROs, and a $
100
 
million decrease to net working capital.
 
The Kuparuk Assets
are included in our Alaska segment.
 
2017
Assets Sold
On May 17, 2017, we completed the sale of our
 
50 percent nonoperated interest in the Foster
 
Creek Christina
Lake (FCCL) Partnership, as well as the majority
 
of our western Canada gas assets to Cenovus
 
Energy.
 
Consideration for the transaction was $
11.0
 
billion in cash after customary adjustments,
208
 
million Cenovus
Energy common shares and a five-year uncapped contingent
 
payment.
 
The value of the shares at closing was
$
1.96
 
billion based on a price of $
9.41
 
per share on the NYSE.
 
The contingent payment, calculated and paid
on a quarterly basis, is $6 million CAD for every $1 CAD by which the WCS quarterly average crude price
exceeds $52 CAD per barrel.
 
Contingent payments received during the five-year
 
period are reflected as “Gain
on dispositions” on our consolidated income statement.
 
We reported before-tax equity earnings associated
with FCCL of $
197
 
million for 2017.
 
We reported a before-tax loss of $
26
 
million for the western Canada gas
producing properties for 2017.
 
We recorded gains on dispositions for these contingent payments of $
114
million and $
95
 
million for the years 2019 and 2018, respectively.
 
 
At closing, the carrying value of our equity investment
 
in FCCL was $
8.9
 
billion.
 
The carrying value of our
interest in the western Canada gas assets was $
1.9
 
billion consisting primarily of $
2.6
 
billion of PP&E, partly
offset by AROs of $
585
 
million and approximately $
100
 
million of environmental and other accruals.
 
A gain
of $
2.1
 
billion was included in the “Gain on dispositions”
 
line on our consolidated income statement in 2017.
 
Both FCCL and the western Canada gas assets
 
were reported in our Canada segment.
 
 
For more information on the Canada disposition
 
and our investment in Cenovus Energy see Note 7—
Investment in Cenovus Energy, Note 15—Fair Value Measurement, and Note 20—Accumulated Other
Comprehensive Loss.
 
In July 2017, we completed the sale of our interests
 
in the San Juan Basin to an affiliate of Hilcorp Energy
 
 
 
 
 
 
 
 
 
 
 
 
 
 
95
Company for $
2.5
 
billion in cash after customary adjustments
 
and recognized a loss on disposition of
$
22
 
million.
 
The transaction includes a contingent payment of up to $300 million. The six-year contingent
payment, effective beginning January 1, 2018, is due annually for the periods in which the monthly U.S. Henry
Hub price is at or above $3.20 per MMBTU.
 
In 2018, we recorded a gain on dispositions
 
for these contingent
payments of $
28
 
million.
 
No
 
contingent payments were recorded in 2019.
 
In the second quarter of 2017, we
recorded an impairment of $
3.3
 
billion to reduce the carrying value of our
 
interests in the San Juan Basin to
fair value.
 
At the time of disposition, the San Juan Basin
 
interests had a net carrying value of approximately
$
2.5
 
billion, consisting of $
2.9
 
billion of PP&E and $
406
 
million of liabilities, primarily AROs.
 
The before-
tax loss associated with our interests in the San Juan
 
Basin, including both the $3.3 billion impairment
 
and $22
million loss on disposition noted above, was $
3.2
 
billion for 2017.
 
The San Juan Basin results were reported
in our Lower 48 segment.
 
 
In September 2017, we completed the sale of our
 
interest in the Panhandle assets for $
178
 
million in cash after
customary adjustments and recognized a loss on
 
disposition of $
28
 
million.
 
At the time of the disposition, the
carrying value of our interest was $
206
 
million, consisting primarily of $
279
 
million of PP&E and $
72
 
million
of AROs.
 
Including the $28 million loss on disposition
 
noted above, we reported a before-tax loss for the
Panhandle properties of $
14
 
million for 2017.
 
The Panhandle results were reported in
 
our Lower 48 segment.
 
 
 
Note 6—Investments, Loans and Long-Term Receivables
Components of investments, loans and long-term
 
receivables at December 31 were:
Millions of Dollars
2019
2018
Equity investments
$
8,234
9,005
Loans and advances—related parties
219
335
Long-term receivables
243
238
Long-term investments in debt securities
133
-
Other investments
77
86
$
8,906
9,664
 
 
Equity Investments
Affiliated companies in which we had a significant
 
equity investment at December 31, 2019, included:
 
 
 
APLNG—
37.5
 
percent owned joint venture with Origin Energy (
37.5
 
percent) and Sinopec (
25
 
percent)—
to produce CBM from the Bowen and Surat basins in Queensland, Australia,
 
as well as process and export
LNG.
 
 
Qatar Liquefied Gas Company Limited (3) (QG3)—30 percent owned
 
joint venture with affiliates of Qatar
Petroleum (
68.5
 
percent) and Mitsui & Co., Ltd. (
1.5
 
percent)—produces and liquefies natural gas from
Qatar’s North Field, as well as exports LNG.
 
Summarized 100 percent earnings information
 
for equity method investments in affiliated companies,
combined, was as follows:
Millions of Dollars
2019
2018
2017
Revenues
$
11,310
11,654
11,554
Income (loss) before income taxes
3,726
3,660
(2,875)
Net income (loss)
3,085
3,244
(1,431)
 
 
 
 
 
 
 
 
96
Summarized 100 percent balance sheet information
 
for equity method investments in affiliated
 
companies,
 
combined, was as follows:
Millions of Dollars
2019
2018
Current assets
$
3,289
3,285
Noncurrent assets
38,905
41,563
Current liabilities
2,603
2,625
Noncurrent liabilities
22,168
23,874
 
Our share of income taxes incurred directly
 
by an equity method investee is reported in equity
 
in earnings of
affiliates, and as such is not included in income taxes
 
on our consolidated financial statements.
 
At December 31, 2019, retained earnings included
 
$
32
 
million related to the undistributed earnings
 
of
affiliated companies.
 
Dividends received from affiliates were $
1,378
 
million, $
1,226
 
million and $
605
 
million
in 2019, 2018 and 2017,
 
respectively.
 
 
APLNG
 
APLNG is focused on CBM production from the
 
Bowen and Surat basins in Queensland, Australia,
 
to supply
the domestic gas market and on LNG processing
 
and export sales.
 
Our investment in APLNG gives us access
to CBM resources in Australia and enhances our
 
LNG position.
 
The majority of APLNG LNG is sold under
two long-term sales and purchase agreements,
 
supplemented with sales of additional LNG
 
spot cargoes
targeting the Asia Pacific markets.
 
Origin Energy, an integrated Australian energy company, is the operator of
APLNG’s production and pipeline system, while we operate the LNG
 
facility.
 
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.
 
At December 31, 2019, all amounts have been
 
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
 
to
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 December 31, 2019, a balance of $
6.7
 
billion was outstanding on the facilities.
 
See Note 12—Guarantees,
for additional information.
 
 
 
97
During the first half of 2017, the outlook for crude
 
oil prices deteriorated, and as a result of significantly
reduced price outlooks, the estimated fair
 
value of our investment in APLNG declined to
 
an amount below
carrying value.
 
Based on a review of the facts and circumstances
 
surrounding this decline in fair value, we
concluded in the second quarter of 2017 the impairment
 
was other than temporary under the guidance of
 
FASB
ASC Topic 323, “Investments—Equity Method and Joint Ventures,” and the recognition of an impairment of
our investment to fair value was necessary.
 
Accordingly, we recorded a noncash $
2,384
 
million, before- and
after-tax impairment in our second quarter 2017
 
results.
 
Fair value was estimated based on an internal
discounted cash flow model using estimated
 
future production, an outlook of future prices
 
from a combination
of exchanges (short-term) and pricing service
 
companies (long-term), costs, a market
 
outlook of foreign
exchange rates provided by a third party, and a discount rate believed to be
 
consistent with those used by
principal market participants.
 
The impairment was included in the “Impairments”
 
line on our consolidated
income statement.
 
At December 31, 2019, the carrying value of
 
our equity method investment in APLNG was $
7,228
 
million.
 
The historical cost basis of our
37.5
 
percent share of net assets on the books
 
of APLNG was $
6,751
 
million,
resulting in a basis difference of $
477
 
million on our books.
 
The basis difference, which is substantially all
associated with PP&E and subject to amortization,
 
has been allocated on a relative fair value basis
 
to
individual exploration and production license areas
 
owned by APLNG, some of which are not currently
 
in
production.
 
Any future additional payments are expected
 
to be allocated in a similar manner.
 
Each
exploration license area will periodically be reviewed
 
for any indicators of potential impairment,
 
which, if
required, would result in acceleration of basis
 
difference amortization.
 
As the joint venture produces natural
gas from each license, we amortize the basis
 
difference allocated to that license using the unit-of-production
method.
 
Included in net income (loss) attributable
 
to ConocoPhillips for 2019,
 
2018 and 2017 was after-tax
expense of $
36
 
million, $
44
 
million and $
100
 
million, respectively, representing the amortization of this basis
difference on currently producing licenses.
 
Distributions from APLNG commenced in
 
April 2018.
 
FCCL
FCCL Partnership, a Canadian upstream 50/50 general
 
partnership with Cenovus Energy Inc., produces
bitumen in the Athabasca oil sands in northeastern
 
Alberta and sells the bitumen blend.
 
Cenovus is the
operator and managing partner of FCCL.
 
 
On May 17, 2017, we completed the sale of our
 
50 percent nonoperated interest in the FCCL
 
Partnership, as
well as the majority of our western Canada gas
 
assets to Cenovus Energy.
 
Financial information presented
within this footnote includes our historical
 
interest up to the date of sale.
 
For additional information on the
Canada disposition and our investment in Cenovus
 
Energy, see Note 5—Asset Acquisitions and Dispositions
and Note 7—Investment in Cenovus Energy.
 
QG3
QG3 is a joint venture that owns an integrated
 
large-scale LNG project located in Qatar.
 
We provided project
financing, with a current outstanding balance
 
of $
335
 
million as described below under “Loans and
 
Long-
Term Receivables.”
 
At December 31, 2019, the book value of our equity
 
method investment in QG3,
excluding the project financing, was $
797
 
million.
 
We have terminal and pipeline use agreements with Golden
Pass LNG Terminal and affiliated Golden Pass Pipeline near Sabine Pass, Texas, intended to provide us with
terminal and pipeline capacity for the receipt,
 
storage and regasification of LNG purchased
 
from QG3.
 
We
previously held a 12.4 percent interest in Golden
 
Pass LNG Terminal and Golden Pass Pipeline, but we sold
those interests in the second quarter of 2019 while
 
retaining the basic use agreements.
 
Currently,
 
the LNG
from QG3 is being sold to markets outside of
 
the U.S.
 
For additional information, see Note 5—Asset
Acquisitions and Dispositions.
 
 
 
98
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
and long-term receivables to certain affiliated and non-affiliated
 
companies.
 
Loans are recorded when cash is
transferred or seller financing is provided to the
 
affiliated or non-affiliated company pursuant to a loan
agreement.
 
The loan balance will increase as interest is earned
 
on the outstanding loan balance and will
decrease as interest and principal payments are
 
received.
 
Interest is earned at the loan agreement’s stated
interest rate.
 
Loans and long-term receivables are assessed
 
for impairment when events indicate the loan
balance may not be fully recovered.
 
 
At December 31, 2019, significant loans to affiliated
 
companies include $335 million in project financing
 
to
QG3.
 
We own a
30
 
percent interest in QG3, for which we
 
use the equity method of accounting.
 
The other
participants in the project are affiliates of Qatar Petroleum
 
and Mitsui.
 
QG3 secured project financing of
$
4.0
 
billion in December 2005, consisting of $
1.3
 
billion of loans from export credit agencies
 
(ECA), $
1.5
billion from commercial banks, and $
1.2
 
billion from ConocoPhillips.
 
The ConocoPhillips loan facilities have
substantially the same terms as the ECA and commercial
 
bank facilities.
 
On December 15, 2011, QG3
achieved financial completion and all project loan facilities
 
became nonrecourse to the project participants.
 
Semi-annual
repayments began in January 2011 and will extend through July
 
2022.
 
The long-term portion of these loans is included
 
in the “Loans and advances—related parties”
 
line on our
consolidated balance sheet, while the short-term
 
portion is in “Accounts and notes receivable—related
 
parties.”
 
 
 
Note 7—Investment in Cenovus Energy
 
On May 17, 2017, we completed the sale of our
50
 
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.
 
See Note 5—Asset Acquisitions and Dispositions,
 
for
additional information on the Canada disposition.
 
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.
 
 
Our investment on our consolidated balance sheet
 
as of December 31, 2019, is carried
 
at fair value of $
2.11
billion, reflecting the closing price of Cenovus
 
Energy shares on the NYSE of $
10.15
 
per share, an increase of
$
649
 
million from $
1.46
 
billion at December 31, 2018.
 
The increase in fair value represents the
 
net unrealized
gain recorded within the “Other income” line of
 
our consolidated income statement for
 
the year ended
December 31, 2019 relating to the shares held
 
at the reporting date.
 
See Note 15—Fair Value Measurement
and Note 22—Other Financial Information, for
 
additional information.
 
Subject to market conditions, we
intend to decrease our investment over time
 
through market transactions, private agreements
 
or otherwise.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
99
Note 8—Suspended Wells and Other Exploration Expenses
The following table reflects the net changes in suspended
 
exploratory well costs during 2019, 2018 and 2017:
Millions of Dollars
2019
2018
2017
Beginning balance at January 1
$
856
853
1,063
Additions pending the determination of proved reserves
239
140
118
Reclassifications to proved properties
(11)
(37)
(66)
Sales of suspended wells
(54)
(93)
-
Charged to dry hole expense
(10)
(7)
(262)
Ending balance at December 31
 
$
1,020
*
856
853
*Includes $
313
 
million of assets held for sale in Australia.
 
 
The following table provides an aging of suspended
 
well balances at December 31:
Millions of Dollars
2019
2018
2017
Exploratory well costs capitalized for a period
 
of one year or less
$
206
145
67
Exploratory well costs capitalized for a period
 
greater than one year
814
711
786
Ending balance
$
1,020
*
856
853
Number of projects with exploratory well costs
 
capitalized for a
period greater than one year
23
24
23
*Includes $313 million of assets held for sale in Australia.
 
 
The following table provides a further aging of
 
those exploratory well costs that have
 
been capitalized for more
than one year since the completion of drilling
 
as of December 31, 2019:
Millions of Dollars
Suspended Since
Total
2016–2018
2013–2015
2004–2012
Greater Poseidon—Australia
(2)(3)
177
-
157
20
NPRA—Alaska
(1)
149
111
38
-
Barossa/Caldita—Australia
(2)(3)
136
59
-
77
Surmont—Canada
(1)
118
6
55
57
Middle Magdalena Basin—Colombia
(1)
68
-
68
-
Narwhal Trend—Alaska
(1)
52
52
-
-
Kamunsu East—Malaysia
(2)
19
-
19
-
NC 98—Libya
(2)
15
-
11
4
WL4-00—Malaysia
(2)
17
17
-
-
Other of $10 million or less each
(1)(2)
63
20
26
17
Total
$
814
265
374
175
(1)Additional appraisal wells planned.
(2)Appraisal drilling complete; costs being incurred to assess development.
(3)Assets held for sale as of December 31, 2019.
 
 
 
 
 
 
 
 
 
 
 
100
Other Exploration Expenses
In February 2017, we reached a settlement
 
agreement on our contract for the Athena drilling
 
rig, initially
secured for our four-well commitment program
 
in Angola.
 
As a result of the cancellation, we recognized
 
a
before-tax charge of $
43
 
million net in the first quarter of 2017.
 
These charges are included in the
“Exploration expenses” line on our consolidated income
 
statement and in our Other International segment
 
in
2017.
 
In 2019, we recorded before-tax dry hole expenses
 
of $
111
 
million due to our decision to discontinue
exploration activities in the Central Louisiana Austin
 
Chalk trend.
 
These charges are included in our Lower 48
segment and in the “Exploration expenses” line
 
on our consolidated income statement.
 
See Note 9—
Impairments for additional information on our
 
decision to discontinue these exploration activities.
 
 
Note 9—Impairments
During 2019, 2018 and 2017, we recognized the
 
following before-tax impairment charges:
Millions of Dollars
2019
2018
2017
Alaska
$
-
20
180
Lower 48
402
63
3,969
Canada
2
9
22
Europe and North Africa
1
(79)
46
Asia Pacific and Middle East
-
14
2,384
$
405
27
6,601
 
 
2019
In the Lower 48, we recorded impairments
 
of $
402
 
million, primarily related to developed properties
 
in our
Niobrara asset which were written down to fair value
 
less costs to sell.
 
See Note 5—Asset Acquisitions and
Dispositions,
 
for additional information on this disposition.
 
The charges discussed below, within this section, are included in the “Exploration
 
expenses” line on our
consolidated income statement and are not reflected
 
in the table above.
 
In our Lower 48 segment, we recorded a before-tax impairment
 
of $
141
 
million for the associated carrying
value of capitalized undeveloped leasehold costs
 
due to our decision to discontinue exploration
 
activities
related to our Central Louisiana Austin Chalk
 
acreage.
 
2018
In Alaska, we recorded impairments of $
20
 
million primarily due to cancelled projects.
 
 
In the Lower 48, we recorded impairments
 
of $
63
 
million, primarily related to developed properties
 
in our
Barnett asset which were written down to fair value
 
less costs to sell, partly offset by a revision to reflect
finalized proceeds on a separate transaction.
 
 
In our Europe and North Africa segment, we recorded
 
a credit to impairment of $
79
 
million, primarily due to
decreased ARO estimates on fields in the
 
U.K. which have ceased production and
 
were impaired in prior years,
partly offset by an increased ARO estimate on a field
 
in Norway which has ceased production.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
101
2017
 
In Alaska, we recorded impairments of $
180
 
million primarily for the associated PP&E
 
carrying value of our
small interest in the Point Thomson unit.
 
 
In the Lower 48, we recorded impairments
 
of $
3,969
 
million primarily due to certain developed
 
properties
which were written down to fair value less costs
 
to sell.
 
See Note 5—Asset Acquisitions and Dispositions, for
additional information on our dispositions.
 
 
In Canada, we recorded impairments of $
22
 
million primarily due to cancelled projects.
 
In Europe and North Africa, we recorded impairments
 
of $
46
 
million primarily due to reduced volume
forecasts for a field in the U.K. and restructured ownership
 
and a change in commercial premises for a gas
processing plant in Norway, partly offset by decreased ARO estimates on fields at or
 
nearing the end of life
which were impaired in prior years.
 
In Asia Pacific and Middle East, we recorded impairments
 
of $
2,384
 
million, including the impairment of our
APLNG investment.
 
For more information, see the “APLNG”
 
section of Note 6—Investments, Loans and
Long-Term Receivables.
 
 
The charges discussed below, within this section, are included in the “Exploration
 
expenses” line on our
consolidated income statement and are not reflected
 
in the table above.
 
In our Lower 48 segment, we recorded a before-tax impairment
 
of $
51
 
million for the associated carrying
value of capitalized undeveloped leasehold costs
 
of Shenandoah in deepwater Gulf of Mexico
 
following the
suspension of appraisal activity by the operator.
 
Additionally, we recorded a $
38
 
million before-tax
impairment for mineral assets primarily
 
due to plan of development changes.
 
 
Note 10—Asset Retirement Obligations and Accrued
 
Environmental Costs
 
Asset retirement obligations and accrued environmental
 
costs at December 31 were:
Millions of Dollars
2019
2018
Asset retirement obligations
$
6,206
7,908
Accrued environmental costs
171
178
Total asset retirement obligations and accrued environmental costs
6,377
8,086
Asset retirement obligations and accrued environmental
 
costs due within one year*
(1,025)
(398)
Long-term asset retirement obligations and accrued
 
environmental costs
$
5,352
7,688
*Classified as a current liability on the balance sheet under “Other accruals.” $
741
 
million relates to assets which are held for sale as of
December 31, 2019. For additional information see Note 5—Asset Acquisitions
 
and Dispositions.
 
 
Asset Retirement Obligations
We record the fair value of a liability for an ARO when it is incurred (typically when
 
the asset is installed at
the production location).
 
When the liability is initially recorded,
 
we capitalize the associated asset retirement
cost by increasing the carrying amount of the related
 
PP&E.
 
If, in subsequent periods, our estimate
 
of this
liability changes, we will record an adjustment
 
to both the liability and PP&E.
 
Over time, the liability
increases for the change in its present value,
 
while the capitalized cost depreciates over the
 
useful life of the
related asset.
 
 
 
 
 
 
 
 
 
 
 
 
102
We have numerous AROs we are required to perform under law or contract once
 
an asset is permanently taken
out of service.
 
Most of these obligations are not expected
 
to be paid until several years, or decades, in
 
the
future and will be funded from general company
 
resources at the time of removal.
 
Our largest individual
obligations involve plugging and abandonment
 
of wells and removal and disposal of offshore oil
 
and gas
platforms around the world, as well as oil and
 
gas production facilities and pipelines in Alaska.
 
During 2019 and 2018, our overall ARO changed
 
as follows:
Millions of Dollars
2019
2018
Balance at January 1
$
7,908
7,798
Accretion of discount
322
348
New obligations
155
657
Changes in estimates of existing obligations
50
(266)
Spending on existing obligations
(229)
(228)
Property dispositions
(1,920)
(161)
Foreign currency translation
(80)
(240)
Balance at December 31
$
6,206
7,908
 
 
Accrued Environmental Costs
Total accrued environmental costs at December 31, 2019 and 2018, were $
171
 
million and $
178
 
million,
respectively.
 
 
We had accrued environmental costs of $
112
 
million and $
100
 
million at December 31, 2019 and 2018,
respectively, related to remediation activities in the U.S. and Canada.
 
We had also accrued in Corporate and
Other $
47
 
million and $
67
 
million of environmental costs associated
 
with sites no longer in operation at
December 31, 2019 and 2018, respectively.
 
In addition, $
12
 
million and $
11
 
million were included at both
December 31, 2019 and 2018, respectively, where the company has been
 
named a potentially responsible party
under the Federal Comprehensive Environmental
 
Response, Compensation and Liability
 
Act, or similar state
laws.
 
Accrued environmental liabilities are expected to
 
be paid over periods extending up to
30
 
years.
 
Expected expenditures for environmental obligations
 
acquired in various business combinations
 
are discounted
using a weighted-average
5
 
percent discount factor, resulting in an accrued balance for acquired
 
environmental
liabilities of $
97
 
million at December 31, 2019.
 
The expected future undiscounted payments
 
related to the
portion of the accrued environmental costs that
 
have been discounted are: $
10
 
million in 2020, $
7
 
million in
2021, $
10
 
million in 2022, $
3
 
million in 2023, $
2
 
million in 2024, and $
108
 
million for all future years
after 2024.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
103
Note 11—Debt
Long-term debt at December 31 was:
Millions of Dollars
2019
2018
9.125% Debentures due 2021
$
123
123
8.20% Debentures due 2025
134
134
8.125% Notes due 2030
390
390
7.9% Debentures due 2047
60
60
7.8% Debentures due 2027
203
203
7.65% Debentures due 2023
78
78
7.40% Notes due 2031
500
500
7.375% Debentures due 2029
92
92
7.25% Notes due 2031
500
500
7.20% Notes due 2031
575
575
7% Debentures due 2029
200
200
6.95% Notes due 2029
1,549
1,549
6.875% Debentures due 2026
67
67
6.50% Notes due 2039
2,750
2,750
5.951% Notes due 2037
645
645
5.95% Notes due 2036
500
500
5.95% Notes due 2046
500
500
5.90% Notes due 2032
505
505
5.90% Notes due 2038
600
600
4.95% Notes due 2026
1,250
1,250
4.30% Notes due 2044
750
750
4.15% Notes due 2034
246
246
3.35% Notes due 2024
426
426
3.35% Notes due 2025
199
199
2.4% Notes due 2022
329
329
Floating rate notes due 2022 at
2.81
% –
3.58
% during 2019 and
2.32
% –
3.52
% during 2018
500
500
Industrial Development Bonds due 2035 at
1.08
% –
2.45
% during 2019 and
0.95
% –
1.86
% during 2018
18
18
Marine Terminal Revenue Refunding Bonds due 2031 at
1.08
% –
2.45
% during
 
2019 and
0.88
% –
1.95
% during 2018
265
265
Other
17
17
Debt at face value
13,971
13,971
Finance leases
720
777
Net unamortized premiums, discounts and
 
debt issuance costs
204
220
Total debt
14,895
14,968
Short-term debt
(105)
(112)
Long-term debt
$
14,790
14,856
 
104
Maturities of long-term borrowings, inclusive
 
of net unamortized premiums and discounts,
 
in 2020 through
2024 are: $
105
 
million, $
235
 
million, $
940
 
million, $
198
 
million and $
548
 
million, respectively.
 
 
We have a revolving credit facility totaling $
6.0
 
billion with an expiration date of May 2023.
 
Our revolving
credit facility may be used for direct bank borrowings,
 
the issuance of letters of credit totaling
 
up to $
500
million, or as support for our commercial paper
 
program.
 
The revolving credit facility is broadly syndicated
among financial institutions and does not contain
 
any material adverse change provisions or any covenants
requiring maintenance of specified financial
 
ratios or credit ratings.
 
The facility agreement contains a cross-
default provision relating to the failure to pay principal
 
or interest on other debt obligations of $
200
 
million or
more by ConocoPhillips, or any of its consolidated
 
subsidiaries.
 
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.
 
We have a $
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 in programs in place at December
 
31, 2019 or December 31, 2018.
 
We had
no
 
direct outstanding
borrowings or letters of credit under the revolving
 
credit facility at December 31, 2019 or December
 
31, 2018.
 
Since we had
no
 
commercial paper outstanding and had issued
 
no letters of credit, we had access to
$
6.0
 
billion in borrowing capacity under our revolving
 
credit facility at December 31, 2019.
 
At both December 31, 2019 and 2018, we had
 
$
283
 
million of certain variable rate demand
 
bonds (VRDBs)
outstanding which mature
 
in 2035.
 
The VRDBs are redeemable at the option of the
 
bondholders on any
business day.
 
If they are ever redeemed, we intend to refinance
 
on a long-term basis, therefore, the VRDBs are
included in the “Long-term debt” line on our consolidated
 
balance sheet.
 
 
For additional information on Finance Leases,
 
see Note 17
Non-Mineral Leases.
 
 
 
Note 12—Guarantees
 
At December 31, 2019, 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 December 31, 2019, 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 December
2019 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 December 31, 2019, the carrying value
 
of this guarantee is approximately $
14
million.
 
 
 
105
 
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 $
780
million ($
1.4
billion in the event of intentional or reckless breach)
 
and would become payable if APLNG fails
 
to
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
26 years or the life of the venture
.
 
As of December 31, 2019, we were released from
 
certain of these
guarantees considered subordinated financial
 
support to APLNG.
 
Our remaining maximum potential
amount of future payments related to the remaining
 
guarantees is approximately $
60
 
million and
would become payable if APLNG does not perform.
 
Other Guarantees
 
We have other guarantees with maximum future potential payment amounts totaling
 
approximately
$
820
 
million, which consist primarily of
 
guarantees of the residual value of leased office buildings,
 
guarantees
of the residual value of leased corporate aircraft,
 
and a guarantee for our portion of a joint
 
venture’s project
finance reserve accounts.
 
These guarantees have remaining terms of up to
three 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.
 
 
In conjunction with the disposition of our two
 
U.K. subsidiaries to Chrysaor E&P Limited,
 
we will temporarily
continue to support various guarantees and letters
 
of credit which were provided for the benefit of entities
 
that
are now affiliates of Chrysaor E&P Limited.
 
Our maximum potential payment exposure under
 
these
obligations is approximately $
100
 
million.
 
Chrysaor E&P Limited has agreed to fully
 
indemnify
ConocoPhillips for any losses suffered by us related to
 
these obligations.
 
 
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, environmental liabilities, employee claims
 
and litigation.
 
The terms of these indemnifications vary
greatly.
 
The majority of these indemnifications are related
 
to environmental issues, the term is generally
indefinite and the maximum amount of future payments
 
is generally unlimited.
 
The carrying amount recorded
for these indemnifications at December 31, 2019,
 
was approximately $
80
 
million.
 
We amortize the
indemnification liability over the relevant time
 
period, if one exists, based on the facts and circumstances
surrounding each type of indemnity.
 
In cases where the indemnification term is
 
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 December 31, 2019,
 
were approximately $
30
 
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 13—Contingencies and Commitments.
 
 
106
Note 13—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
 
a
liability when the loss is probable and the amount
 
is reasonably estimable.
 
If a range of amounts can be
reasonably estimated and no amount within the range
 
is a better estimate than any other amount,
 
then the
minimum of the range is accrued.
 
We do not reduce these liabilities for potential insurance or third-party
recoveries.
 
If applicable, we accrue receivables for probable
 
insurance or other third-party recoveries.
 
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.
 
See Note 19—Income Taxes, for additional information
about income tax-related contingencies.
 
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
 
by
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
 
to
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
 
107
not reduced these accruals for possible insurance recoveries.
 
In the future, we may be involved in additional
environmental assessments, cleanups and proceedings.
 
See Note 10—Asset Retirement Obligations and
Accrued Environmental Costs, for a summary of our
 
accrued environmental liabilities.
 
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 December 31, 2019, we had performance
 
obligations secured by letters of credit
 
of
$
277
 
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.
 
In
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.
 
 
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 $
2
 
billion
under their
agreements in connection with the expropriation of the projects and other pre-expropriation fiscal measures. In
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.
 
As
a result, ConocoPhillips has resumed legal enforcement
 
actions.
 
ConocoPhillips has ensured that the
 
108
settlement and any actions 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 $
55
 
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
 
Ve
 
nezuela.
 
In February 2017, the ICSID Tribunal unanimously awarded Burlington
 
Resources, Inc., a wholly owned
subsidiary of ConocoPhillips, $
380
 
million for Ecuador’s unlawful expropriation of
 
Burlington’s investment in
Blocks 7 and 21, in breach of the U.S.-Ecuador
 
Bilateral Investment Treaty.
 
The tribunal also issued a
separate decision finding Ecuador to be entitled
 
to $
42
 
million for environmental and infrastructure
counterclaims.
 
In December 2017, Burlington and Ecuador
 
entered into a settlement agreement by which
Ecuador paid Burlington $
337
 
million in two installments.
 
The first installment of $
75
 
million was paid in
December 2017, and the second installment
 
of $
262
 
million was paid in April 2018.
 
The settlement included
an offset for the counterclaims decision, of which Burlington
 
is entitled to a contribution from Perenco
Ecuador Limited, its co-venturer and consortium
 
operator, pursuant to a joint and several liability provision in
the JOA.
 
In September 2019, a separate ICSID Tribunal issued an award
 
in the Perenco arbitration, ordering
Perenco to pay an additional $
54
 
million to Ecuador for its environmental counterclaim.
 
Burlington and
Perenco will reconcile their shares of the environmental
 
and infrastructure counterclaims according
 
to their
JOA participating interests, and we expect Burlington’s share will be immaterial.
 
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.
 
In
February 2020, the ICC Tribunal issued an award dismissing
 
FAR Ltd.’s
 
claims in the arbitration.
 
In late 2017, ConocoPhillips (U.K.) Limited
 
(CPUKL) initiated United Nations Commission
 
on International
Trade and Law (UNCITRAL) arbitration against Vietnam in accordance with the U.K.-Vietnam Bilateral
Investment Treaty relating to a tax dispute arising from the
 
2012 sale of ConocoPhillips (U.K.) Cuu Long
Limited and ConocoPhillips (U.K.) Gama Limited.
 
The parties entered into a settlement agreement
 
in October
2019, and the arbitration was dismissed in
 
December 2019 as a result of this agreement.
 
In 2017 and 2018, cities, counties, and a state
 
government in California, New York, Washington, Rhode Island
and Maryland, 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 the 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 to the
U.S. Court of Appeals for the Ninth Circuit.
 
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 to the U.S. Court of Appeals
 
for the Fourth Circuit and First Circuit,
 
respectively.
 
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
 
to the Fifth Circuit Court of Appeals on the
issue of whether they will proceed in federal or
 
state court.
 
ConocoPhillips will vigorously defend against
these lawsuits.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
109
 
Long-Term Throughput Agreements and Take
 
-or-Pay Agreements
We have certain throughput agreements and take-or-pay agreements in support of financing arrangements.
 
The agreements typically provide for natural gas
 
or crude oil transportation to be used in
 
the ordinary course of
the company’s business.
 
The aggregate amounts of estimated payments
 
under these various agreements are:
2020—$
7
 
million; 2021—$
7
 
million; 2022—$
7
 
million; 2023—$
7
 
million; 2024—$
7
 
million; and 2025 and
after—$
57
 
million.
 
Total payments under the agreements were $
25
 
million in 2019, $
39
 
million in 2018 and
$
43
 
million in 2017.
 
 
Note 14—Derivative and Financial 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
2019
2018
Assets
Prepaid expenses and other current assets
$
288
410
Other assets
34
40
Liabilities
Other accruals
283
370
Other liabilities and deferred credits
28
30
 
 
The gains (losses) from commodity derivatives
 
incurred, and the line items where they appear
 
on our
consolidated income statement were:
Millions of Dollars
2019
2018
2017
Sales and other operating revenues
$
141
45
77
Other income
4
7
-
Purchased commodities
(118)
(41)
(61)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
110
The table below summarizes our material net exposures
 
resulting from outstanding commodity
 
derivative
contracts:
Open Position
Long/(Short)
2019
2018
Commodity
Natural gas and power (billions of cubic feet equivalent)
Fixed price
(5)
(17)
Basis
(23)
(1)
 
 
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
2019
2018
Assets
Prepaid expenses and other current assets
$
1
7
Liabilities
Other accruals
20
6
Other liabilities and deferred credits
8
-
 
 
The losses from foreign currency exchange derivatives
 
incurred and the line item where they appear
 
on our
consolidated income statement were:
Millions of Dollars
2019
2018
2017
Foreign currency transaction losses
$
16
1
13
 
We had the following net notional position of outstanding foreign currency exchange
 
derivatives:
In Millions
Notional Currency
2019
2018
Foreign Currency Exchange Derivatives
Sell U.S. dollar, buy British pound
USD
-
805
Sell British pound, buy other currencies*
GBP
-
21
Buy British pound, sell euro
GBP
4
-
Sell Canadian dollar, buy U.S. dollar
CAD
1,337
1,242
*Primarily euro and Norwegian krone.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
111
In December 2017, we entered into foreign exchange zero cost collars buying the right to sell $1.25 billion
CAD at $0.707 CAD and selling the right to buy $1.25 billion CAD at $0.842 CAD against the U.S. dollar.
The collar expired during the second quarter of 2019 and we entered into new foreign currency exchange
forward contracts to sell $1.35 billion CAD at $0.748 CAD against the U.S. dollar.
 
 
 
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.
 
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:
 
 
 
 
Carrying Amount
Cash and Cash Equivalents
Short-Term Investments
2019
2018
2019
2018
Cash
$
759
876
Demand Deposits
1,483
-
-
-
Time Deposits
Remaining maturities from 1 to 90 days
2,030
3,509
1,395
-
Remaining maturities from 91 to 180 days
-
-
465
-
Commercial Paper
Remaining maturities from 1 to 90 days
413
229
1,069
248
U.S. Government Obligations
Remaining maturities from 1 to 90 days
394
1,301
-
-
$
5,079
5,915
2,929
248
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
112
The following table reflects our investments
 
in debt securities classified as available
 
for sale at December 31,
2019 which are carried at fair value:
Millions of Dollars
Carrying Amount
Cash and
Cash
Equivalents
Short-Term
Investments
Investments
and Long-
Term
Receivables
Corporate Bonds
Remaining maturities within one year
$
1
59
-
Remaining maturities greater than one year through
 
five years
-
-
99
Commercial Paper
Remaining maturities within one year
8
30
-
U.S. Government Obligations
Remaining maturities within one year
-
10
-
Remaining maturities greater than one year through
 
five years
-
-
15
Asset-backed Securities
Remaining maturities greater than one year through
 
five years
-
-
19
$
9
99
133
 
The following table summarizes the amortized
 
cost basis and fair value of investments in
 
debt securities
classified as available for sale at December 31,
 
2019:
Millions of Dollars
Amortized Cost
Basis
Fair Value
Major Security Type
Corporate bonds
$
159
159
Commercial paper
38
38
U.S. government obligations
25
25
Asset-backed securities
19
19
$
241
241
 
Gross unrealized gains and gross unrealized losses
 
included in other comprehensive income related
 
to
investments in debt securities classified as available
 
for sale as of December 31, 2019, were negligible.
 
There were no other-than-temporary impairments
 
recognized in earnings or in other comprehensive
 
income
during the year ended December 31, 2019.
 
Gross realized gains and gross realized losses
 
included in earnings from sales and redemptions
 
of investments
in debt securities classified as available for sale
 
during the year ended December 31, 2019,
 
were negligible.
 
The cost of securities sold and redeemed is determined
 
using the specific identification method.
 
113
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
 
obligations, and asset-backed securities.
 
 
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 primarily 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 on December 31, 2019 and
 
December 31, 2018, was $
79
 
million and $
62
 
million,
respectively.
 
For these instruments,
no collateral
 
was posted as of December 31, 2019 or December 31,
 
2018.
 
If our credit rating had been downgraded below
 
investment grade on December 31, 2019,
 
we would be
required to post $
76
 
million of additional collateral, either with
 
cash or letters of credit.
 
Note 15—Fair Value Measurement
 
We carry a portion of our assets and liabilities at fair value that are measured at a 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 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.
 
Transfers occur at the end of the reporting period.
 
There were
no material transfers in or out of Level 1 during
 
2019 or 2018.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
114
Recurring Fair Value Measurement
Financial assets and liabilities reported at fair
 
value on a recurring basis primarily include
 
our investment in
Cenovus Energy 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, and
asset-backed securities 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
December 31, 2019
December 31, 2018
Level 1
Level 2
Level 3
Total
Level 1
Level 2
Level 3
Total
Assets
Investment in Cenovus Energy
$
2,111
-
-
2,111
1,462
-
-
1,462
Investments in debt securities
25
216
-
241
Commodity derivatives
172
114
36
322
236
181
33
450
Total assets
$
2,308
330
36
2,674
1,698
181
33
1,912
Liabilities
Commodity derivatives
$
174
115
22
311
225
145
30
400
Total liabilities
$
174
115
22
311
225
145
30
400
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
115
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
Amounts
Cash
Net
Recognized
Right of Setoff
Amounts
Offset
Presented
Collateral
Amounts
December 31, 2019
Assets
$
322
3
319
193
126
4
122
Liabilities
311
4
307
193
114
12
102
December 31, 2018
Assets
$
450
9
441
280
161
-
161
Liabilities
400
4
396
280
116
10
106
At December 31, 2019 and December 31, 2018,
 
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 Measurements Using
Fair Value
Level 1
Inputs
Level 2
Inputs
Level 3
Inputs
Before-Tax
Loss
Year
 
ended December 31, 2019
Net PP&E (held for sale)
 
November 30, 2019
$
194
194
-
-
351
 
December 31, 2019
166
166
-
-
28
Equity Method Investments
 
March 31, 2019
171
171
-
-
60
 
May 31, 2019
30
-
30
-
95
Year
 
ended December 31, 2018
Net PP&E (held for sale)
 
March 31, 2018
$
250
-
-
250
44
 
September 30, 2018
201
201
-
-
43
 
Net PP&E (held for sale)
Net PP&E held for sale was written down to fair
 
value, less costs to sell.
 
The fair value of each asset was
 
determined by its negotiated selling price (Level
 
1) or information gathered during marketing
 
efforts (Level 3).
 
For additional information see Note 5—Asset
 
Acquisitions and Dispositions.
 
 
Equity Method Investments
During 2019, certain equity method investments
 
were determined to have fair values below their
 
carrying
amounts, and the impairments were considered to
 
be other than temporary under the guidance of
 
FASB ASC
Topic 323.
 
During 2019, investments using Level 1 inputs
 
were written down to fair value, less costs to
 
sell,
 
 
 
 
 
 
 
 
 
 
 
 
 
116
determined by negotiated selling prices.
 
For additional information, see Note 5—Asset
 
Acquisitions and
Dispositions.
 
During 2019, an investment using Level 2 inputs
 
was determined to have a fair value below its
carrying value, and was written down to fair value.
 
For additional information, see Note 3—Variable Interest
Entities.
 
 
 
 
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 shares: See Note 7—Investment
 
in Cenovus Energy for a discussion of
the carrying value and fair value of our investment
 
in Cenovus Energy 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 is
measured using pricing provided by brokers or
 
pricing service companies that are corroborated
 
with
market data.
 
See Note 14—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 6—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
2019
2018
2019
2018
Financial assets
Investment in Cenovus Energy
$
2,111
1,462
2,111
1,462
Commodity derivatives
125
170
125
170
Investments in debt securities
241
-
241
-
Total loans and advances—related parties
339
468
339
468
Financial liabilities
Total debt, excluding finance leases
14,175
14,191
18,108
16,147
Commodity derivatives
106
110
106
110
 
 
Commodity Derivatives
At December 31, 2019, commodity derivative
 
assets and liabilities are presented net with $
4
 
million in
obligations to return cash collateral and $
12
 
million of rights to reclaim cash collateral,
 
respectively.
 
At
December 31, 2018, commodity derivative assets
 
and liabilities are presented net with
no
 
obligations to return
cash collateral and $
10
 
million of rights to reclaim cash collateral,
 
respectively.
 
 
 
 
 
 
 
 
 
 
 
 
 
117
Note 16—Equity
Common Stock
The changes in our shares of common stock, as categorized
 
in the equity section of the balance sheet,
 
were:
Shares
2019
2018
2017
Issued
Beginning of year
1,791,637,434
1,785,419,175
1,782,079,107
Distributed under benefit plans
4,014,769
6,218,259
3,340,068
End of year
1,795,652,203
1,791,637,434
1,785,419,175
Held in Treasury
Beginning of year
653,288,213
608,312,034
544,809,771
Repurchase of common stock
57,495,601
44,976,179
63,502,263
End of year
710,783,814
653,288,213
608,312,034
 
 
Preferred Stock
 
We have authorized
500
 
million shares of preferred stock, par value
 
$
0.01
 
per share,
none
 
of which was issued
or outstanding at December 31, 2019 or 2018.
 
Noncontrolling Interests
 
At December 31, 2019 and 2018, we had $
69
 
million and $
125
 
million outstanding, respectively, of equity in
less-than-wholly owned consolidated subsidiaries
 
held by noncontrolling interest owners.
 
For both periods,
the amounts were related to the Darwin LNG
 
and Bayu-Darwin Pipeline operating joint
 
ventures we control.
 
Repurchase of Common Stock
As of December 31, 2019, we had announced a total
 
authorization to repurchase $
15
 
billion of our common
stock.
 
Repurchase of shares began in November 2016,
 
and totaled
168,553,141
 
shares at a cost of $
9,625
million, through December 31, 2019.
 
In February 2020, we announced that the
 
Board of Directors approved
an increase to our repurchase authorization
 
from $15 billion to $
25
 
billion, to support our plan for future share
repurchases.
 
 
 
Note 17—Non-Mineral Leases
 
 
The company primarily leases office buildings and drilling
 
equipment, as well as ocean transport vessels,
tugboats, corporate aircraft, and other facilities
 
and equipment.
 
Certain leases include escalation clauses for
adjusting rental payments to reflect changes in price
 
indices and other leases include payment provisions
 
that
vary based on the nature of usage of the leased
 
asset.
 
Additionally, the company has executed certain leases
that provide it with the option to extend or renew
 
the term of the lease, terminate the lease
 
prior to the end of
the lease term, or purchase the leased asset as
 
of the end of the lease term.
 
In other cases, the company has
executed lease agreements that require it to
 
guarantee the residual value of certain leased office buildings.
 
For
additional information about guarantees, see
 
Note 12—Guarantees.
 
There are no significant restrictions
imposed on us by the lease agreements with regard
 
to dividends, asset dispositions or borrowing
 
ability.
 
 
118
Certain arrangements may contain both lease and
 
non-lease components and we determine
 
if an arrangement is
or contains a lease at contract inception.
 
Only the lease components of these contractual
 
arrangements are
subject to the provisions of ASC Topic 842, and any non-lease components are subject
 
to other applicable
accounting guidance; however,
we have elected to adopt the optional practical expedient not to separate lease
components apart from non-lease components for accounting purposes.
 
This policy election has been adopted
for each of the company’s leased asset classes existing as of the effective date and
 
subject to the transition
provisions of ASC Topic 842 and will be applied to all new or modified leases
 
executed on or after January 1,
2019.
 
For contractual arrangements executed in subsequent
 
periods involving a new leased asset class, the
company will determine at contract inception
 
whether it will apply the optional practical
 
expedient to the new
leased asset class.
 
 
Leases are evaluated for classification as operating
 
or finance leases at the commencement date of the
 
lease
and right-of-use assets and corresponding liabilities
 
are recognized on our consolidated balance sheet
 
based on
the present value of future lease payments relating
 
to the use of the underlying asset during the
 
lease term.
 
Future lease payments include variable lease payments
 
that depend upon an index or rate using
 
the index or
rate at the commencement date and probable
 
amounts owed under residual value guarantees.
 
The amount of
future lease payments may be increased to include
 
additional payments related to lease extension, termination,
and/or purchase options when the company has
 
determined, at or subsequent to lease commencement,
generally due to limited asset availability
 
or operating commitments, it is reasonably
 
certain of exercising such
options.
 
We use our incremental borrowing rate as the discount rate in determining the
 
present value of future
lease payments, unless the interest rate
 
implicit in the lease arrangement is readily determinable.
 
Lease
payments that vary subsequent to the commencement
 
date based on future usage levels, the nature
 
of leased
asset activities, or certain other contingencies are
 
not included in the measurement of lease
 
right-of-use assets
and corresponding liabilities.
 
We have elected not to record assets and liabilities on our consolidated balance
sheet for lease arrangements with terms of 12 months
 
or less.
 
 
We often enter into leasing arrangements acting in the capacity as operator for and/or
 
on behalf of certain oil
and gas joint ventures of undivided interests.
 
If the lease arrangement can be legally enforced only
 
against us
as operator and there is no separate arrangement to
 
sublease the underlying leased asset
 
to our coventurers, we
recognize at lease commencement a right-of-use
 
asset and corresponding lease liability on our
 
consolidated
balance sheet on a gross basis.
 
While we record lease costs on a gross basis in
 
our consolidated income
statement and statement of cash flows, such costs
 
are offset by the reimbursement we receive from our
coventurers for their share of the lease cost as the underlying
 
leased asset is utilized in joint venture activities.
 
As a result, lease cost is presented in our consolidated
 
income statement and statement of cash flows
 
on a
proportional basis.
 
If we are a nonoperating coventurer, we recognize a right-of-use
 
asset and corresponding
lease liability only if we were a specified contractual
 
party to the lease arrangement and the arrangement
 
could
be legally enforced against us.
 
In this circumstance, we would recognize both
 
the right-of-use asset and
corresponding lease liability on our consolidated
 
balance sheet on a proportional basis
 
consistent with our
undivided interest ownership in the related joint
 
venture.
 
 
The company has historically recorded certain
 
finance leases executed by investee companies
 
accounted for
under the proportionate consolidation method of
 
accounting on its consolidated balance sheet
 
on a proportional
basis consistent with its ownership interest
 
in the investee company.
 
In addition, the company has historically
recorded finance lease assets and liabilities
 
associated with certain oil and gas joint ventures
 
on a proportional
basis pursuant to accounting guidance applicable
 
prior to January 1, 2019.
 
As of December 31, 2018, $
420
million of finance lease assets (net of accumulated
 
DD&A) and $
688
 
million of finance lease liabilities were
recorded on our consolidated balance sheet
 
associated with these leases.
 
In accordance with the transition
provisions of ASC Topic 842, and since we have elected to adopt the package
 
of optional transition-related
practical expedients, the historical accounting treatment
 
for these leases has been carried forward
 
and is subject
to reconsideration upon the modification or
 
other required reassessment of the arrangements
 
prior to lease term
expiration.
 
 
In connection with our adoption of ASC Topic 842, we have recorded on our
 
consolidated balance sheet $
57
million of operating leases executed by investee
 
companies accounted for under the proportionate
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
119
consolidation method of accounting on a proportional
 
basis consistent with our ownership interest
 
in the
investee company.
 
 
The following tables summarize the finance leases
 
amounts that were reflected on our consolidated
 
balance
sheet as of December 31, 2018, the operating
 
leases impact of adopting ASC Topic 842, and the right-of-use
asset and lease liability balances reflected for both
 
operating and finance leases on our consolidated
 
balance
sheet as of December 31, 2019:
 
Millions of Dollars
Carrying Amount
Operating
Leases
Finance
Leases
Amounts recognized in line items in our Consolidated
Balance Sheet upon adoption of ASC Topic 842
Right-of-Use Assets
Properties, plants and equipment
Gross
$
1,044
Accumulated depreciation, depletion and amortization
(550)
Net properties, plants and equipment as of December
 
31, 2018
$
494
Adoption of ASC Topic 842 as of January 1, 2019
$
998
Lease Liabilities
Short-term debt
$
79
Long-term debt
698
Total finance leases debt as of December 31, 2018
$
777
Adoption of ASC Topic 842 as of January 1, 2019
$
998
Amounts recognized in line items in our Consolidated
Balance Sheet at December 31, 2019
Right-of-Use Assets
Properties, plants and equipment
Gross
$
1,039
Accumulated depreciation, depletion and amortization
(649)
Net properties, plants and equipment
*
$
390
Prepaid expenses and other current assets
$
40
Other assets
896
 
* Includes proportionately consolidated finance lease assets (net of
 
accumulated depreciation, depletion and amortization) of $
335
 
million.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
120
Millions of Dollars
Carrying Amount
Operating
Leases
Finance
Leases
Lease Liabilities
Short-term debt
*
$
87
Other accruals
$
347
Long-term debt
*
633
Other liabilities and deferred credits
585
Total lease liabilities
$
932
$
720
 
*
Short-term debt and long-term debt include proportionately consolidated finance
 
lease liabilities of $
56
 
million and $
579
 
million, respectively.
 
 
The following table summarizes our lease costs
 
for 2019:
Millions of Dollars
2019
Lease Cost
*
Operating lease cost
$
341
Finance lease cost
Amortization of right-of-use assets
99
Interest on lease liabilities
37
Short-term lease cost
**
77
Total lease cost
***
$
554
 
*The amounts presented in the table above have not been adjusted to reflect amounts recovered or reimbursed from oil and gas coventurers.
 
**Short-term leases are not recorded on our consolidated balance sheet.
 
Our future short-term lease commitments amount to $
31
 
million, of
 
which $
18
 
million is related to leases whose terms have not yet commenced
 
as of December 31, 2019.
***Variable lease cost and sublease income are immaterial for the period presented and therefore are not included in the table above.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
121
The following table summarizes the lease terms
 
and discount rates:
December 31, 2019
Lease Term and Discount Rate
Weighted-average term (years)
Operating leases
5.19
Finance leases
8.70
Weighted-average discount rate (percent)
Operating leases
3.10
Finance leases
5.53
The following table summarizes other lease information
 
for 2019:
Millions of Dollars
2019
Other Information
*
Cash paid for amounts included in the measurement
 
of lease liabilities
Operating cash flows from operating leases
$
203
Operating cash flows from finance leases
27
Financing cash flows from finance leases
81
Right-of-use assets obtained in exchange for
 
operating lease liabilities
$
499
Right-of-use assets obtained in exchange for
 
finance lease liabilities
26
*The amounts presented in the table above have not been adjusted to reflect amounts recovered or reimbursed from oil and gas coventurers.
 
In
addition,
 
pursuant to other applicable accounting guidance, lease payments
 
made in connection with preparing another asset for its intended use
are reported in the "Cash Flows From Investing Activities" section of our consolidated statement of cash flows.
 
 
The following table summarizes future lease
 
payments for operating and finance leases
 
at December 31, 2019:
Millions of Dollars
Operating
Leases
Finance
 
Leases
Maturity of Lease Liabilities
2020
$
348
120
2021
247
104
2022
130
102
2023
82
88
2024
63
84
Remaining years
149
382
Total
*
1,019
880
Less: portion representing imputed interest
(87)
(160)
Total lease liabilities
$
932
720
*Future lease payments for operating and finance leases commencing on
 
or after January 1, 2019, also include payments related to non-lease
components in accordance with our election to adopt the optional practical
 
expedient not to separate lease components apart from non-lease
components for accounting purposes.
 
In addition, future payments related to operating and finance leases proportionately consolidated by the
company have been included in the table on a proportionate basis consistent
 
with our respective ownership interest in the underlying investee
company or oil and gas venture.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
122
At December 31, 2018, future minimum payments
 
due under finance (capital) leases pursuant
 
to
ASC Topic 840 were:
Millions
of Dollars
2019
$
118
2020
116
2021
100
2022
98
2023
87
Remaining years
453
Total
972
Less: portion representing imputed interest
(195)
Capital lease obligations
$
777
 
At December 31, 2018, future undiscounted minimum
 
rental payments due under noncancelable operating
leases pursuant to ASC Topic 840 were:
Millions
of Dollars
2019
$
248
2020
425
2021
136
2022
319
2023
54
Remaining years
212
Total
1,394
Less: income from subleases
(7)
Net minimum operating lease payments
$
1,387
 
For the years ended December 31, operating
 
lease rental expense pursuant to ASC Topic 840 was:
Millions of Dollars
2018
2017
Total rentals
$
253
264
Less: sublease rentals
(16)
(20)
$
237
244
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
123
Note 18—Employee Benefit Plans
 
 
Pension and Postretirement Plans
 
An analysis of the projected benefit obligations
 
for our pension plans and accumulated benefit
 
obligations for
our postretirement health and life insurance plans
 
follows:
Millions of Dollars
Pension Benefits
Other Benefits
2019
2018
2019
2018
U.S.
Int’l.
U.S.
Int’l.
Change in Benefit Obligation
Benefit obligation at January 1
$
2,136
3,438
3,236
3,845
218
265
Service cost
79
69
83
81
1
1
Interest cost
79
97
99
107
8
8
Plan participant contributions
-
2
-
2
20
22
Plan amendments
-
-
-
7
-
-
Actuarial (gain) loss
278
387
(44)
(259)
27
(10)
Benefits paid
(253)
(147)
(507)
(143)
(59)
(67)
Curtailment
-
(69)
(4)
(3)
-
-
Settlement
-
-
(730)
-
-
-
Recognition of termination benefits
-
1
3
-
-
-
Foreign currency exchange rate change
-
102
-
(199)
1
(1)
Benefit obligation at December 31*
$
2,319
3,880
2,136
3,438
216
218
*Accumulated benefit obligation portion of above at
 
December 31:
$
2,161
3,594
1,969
3,066
Change in Fair Value of Plan Assets
Fair value of plan assets at January 1
$
1,336
3,358
2,541
3,647
-
-
Actual return on plan assets
273
529
(112)
(106)
-
-
Company contributions
235
464
144
156
39
45
Plan participant contributions
-
2
-
2
20
22
Benefits paid
(253)
(147)
(507)
(143)
(59)
(67)
Settlement
-
-
(730)
-
-
-
Foreign currency exchange rate change
-
100
-
(198)
-
-
Fair value of plan assets at December 31
$
1,591
4,306
1,336
3,358
-
-
Funded Status
$
(728)
426
(800)
(80)
(216)
(218)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
124
Millions of Dollars
Pension Benefits
Other Benefits
2019
2018
2019
2018
U.S.
Int’l.
U.S.
Int’l.
Amounts Recognized in the
Consolidated Balance Sheet at
December 31
Noncurrent assets
$
-
765
-
232
-
-
Current liabilities
(21)
(6)
(59)
(4)
(42)
(44)
Noncurrent liabilities
(707)
(333)
(741)
(308)
(174)
(174)
Total recognized
$
(728)
426
(800)
(80)
(216)
(218)
Weighted-Average Assumptions Used to
Determine Benefit Obligations at
December 31
Discount rate
3.25
%
2.35
4.25
3.05
3.10
4.05
Rate of compensation increase
4.00
3.35
4.00
3.65
-
Weighted-Average Assumptions Used to
Determine Net Periodic Benefit Cost for
Years
 
Ended December 31
Discount rate
3.95
%
2.90
3.80
2.90
4.05
3.30
Expected return on plan assets
5.80
4.10
5.80
4.30
-
Rate of compensation increase
4.00
3.65
4.00
3.75
-
 
 
For both U.S. and international pensions, the
 
overall expected long-term rate of return is
 
developed from the
expected future return of each asset class, weighted
 
by the expected allocation of pension assets
 
to that asset
class.
 
We rely on a variety of independent market forecasts in developing the expected
 
rate of return for each
class of assets.
 
Included in accumulated other comprehensive
 
income (loss) at December 31 were the following
 
before-tax
 
amounts that had not been recognized in net
 
periodic benefit cost:
Millions of Dollars
Pension Benefits
Other Benefits
2019
2018
2019
2018
U.S.
Int’l.
U.S.
Int’l.
Unrecognized net actuarial (gain) loss
$
479
227
516
310
8
(21)
Unrecognized prior service cost (credit)
-
(2)
-
(4)
(183)
(216)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
125
Millions of Dollars
Pension Benefits
Other Benefits
2019
2018
2019
2018
U.S.
Int’l.
U.S.
Int’l.
Sources of Change in Other
Comprehensive Income (Loss)
Net gain (loss) arising during the period
$
(79)
51
(177)
17
(27)
10
Amortization of actuarial (gain) loss included
in income (loss)*
116
32
249
31
(2)
(1)
Net change during the period
$
37
83
72
48
(29)
9
Prior service credit (cost) arising during the
period
$
-
-
-
(7)
-
-
Amortization of prior service cost (credit)
included in income (loss)
-
(2)
-
(5)
(33)
(35)
Net change during the period
$
-
(2)
-
(12)
(33)
(35)
*Includes settlement losses recognized in 2019 and 2018.
 
 
Included in accumulated other comprehensive
 
loss at December 31, 2019, were the following
 
before-tax
amounts that are expected to be amortized into
 
net periodic benefit cost during 2020:
Millions of Dollars
Pension
Other
Benefits
Benefits
U.S.
Int’l.
Unrecognized net actuarial (gain) loss
$
50
23
1
Unrecognized prior service credit
-
(2)
(31)
 
 
For our tax-qualified pension plans with projected
 
benefit obligations in excess of plan
 
assets, the projected
benefit obligation, the accumulated benefit obligation,
 
and the fair value of plan assets were $
2,073
 
million,
$
1,919
 
million, and $
1,635
 
million, respectively, at December 31, 2019, and $
1,871
 
million, $
1,737
 
million,
and $
1,373
 
million, respectively, at December 31, 2018.
 
For our unfunded nonqualified key employee supplemental
 
pension plans, the projected benefit obligation and
the accumulated benefit obligation were $
601
 
million and $
542
 
million, respectively, at December 31, 2019,
and were $
586
 
million and $
504
 
million, respectively, at December 31, 2018.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
126
The components of net periodic benefit cost of
 
all defined benefit plans are presented in
 
the following table:
Millions of Dollars
Pension Benefits
Other Benefits
2019
2018
2017
2019
2018
2017
U.S.
Int’l.
U.S.
Int’l.
U.S.
Int’l.
Components of Net
Periodic Benefit Cost
Service cost
$
79
69
83
81
89
77
1
1
2
Interest cost
79
97
99
107
118
103
8
8
9
Expected return on plan
assets
(74)
(138)
(114)
(155)
(132)
(158)
-
-
-
Amortization of prior
service cost (credit)
-
(2)
-
(5)
4
(6)
(33)
(35)
(36)
Recognized net actuarial
loss (gain)
54
32
53
31
69
50
(2)
(1)
(3)
Settlements
62
-
196
-
131
-
-
-
-
Net periodic benefit cost
$
200
58
317
59
279
66
(26)
(27)
(28)
 
 
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.
 
In 2018, we purchased a group annuity contract
 
from Prudential and transferred $
730
 
million of future benefit
obligations from the U.S. qualified pension plan to
 
Prudential.
 
The purchase of the group annuity contract
 
was
funded directly by plan assets of the U.S. qualified
 
pension plan.
 
Effective January 1, 2019, the Cash Balance
Account (Title II) of the ConocoPhillips Retirement Plan,
 
a U.S. qualified pension plan, was closed to new
entrants.
 
New employees and rehires on or after January
 
1, 2019, and employees that elected to opt out of
Title II will no longer receive pay credits to their Cash Balance
 
Account and instead will be eligible for a
Company Retirement Contribution (CRC) as
 
described in the Defined Contribution Plans section.
 
We recognized pension settlement losses of $
62
 
million in 2019, $
196
 
million in 2018, and $
131
 
million in
2017 as lump-sum benefit payments from certain
 
U.S. pension plans exceeded the sum of service
 
and interest
costs for those plans and led to recognition of settlement
 
losses.
 
The sale of two ConocoPhillips U.K. subsidiaries
 
completed during the third quarter of 2019 led
 
to a
significant reduction of future services of active
 
employees in certain international pension
 
plans, resulting in a
curtailment.
 
In conjunction with the recognition of the curtailment,
 
the fair market values of pension plan
assets were updated, the pension benefit obligation
 
was remeasured, and the net pension asset
 
decreased by
$
43
 
million, resulting in a corresponding decrease
 
to other comprehensive income.
 
This is primarily a result of
a decrease in the discount rate from
2.90
 
percent at December 31, 2018 to
1.80
 
percent at September 30, 2019
offset by a decrease in the pension benefit obligation from
 
curtailment.
 
In determining net pension and other postretirement
 
benefit costs, we amortize prior service costs
 
on a straight-
line basis over the average remaining service period
 
of employees expected to receive benefits
 
under the plan.
 
For net actuarial gains and losses, we amortize
10
 
percent of the unamortized balance each year.
 
We have multiple nonpension postretirement benefit plans for health and life insurance.
 
The health care plans
are contributory and subject to various cost sharing
 
features, with participant and company contributions
adjusted annually; the life insurance plans are
 
noncontributory.
 
The measurement of the U.S. pre-65 retiree
medical accumulated postretirement benefit
 
obligation assumes a health care cost trend rate
 
of
7
 
percent in
2020 that declines to
5
 
percent by
2028
.
 
The measurement of the U.S. post-65 retiree
 
medical accumulated
postretirement benefit obligation assumes an ultimate
 
health care cost trend rate of
4
 
percent achieved in 2020
 
127
that increases to
5
 
percent by
2028
.
 
A one-percentage-point change in the assumed
 
health care cost trend rate
would be immaterial to ConocoPhillips.
 
Plan Assets
—We follow a policy of broadly diversifying pension plan assets across asset
 
classes and
individual holdings.
 
As a result, our plan assets have no significant
 
concentrations of credit risk.
 
Asset classes
that are considered appropriate include U.S. equities,
 
non-U.S. equities, U.S. fixed income, non-U.S. fixed
income, real estate and private equity investments.
 
Plan fiduciaries may consider and add other
 
asset classes to
the investment program from time to time.
 
The target allocations for plan assets are
37
 
percent equity
securities,
56
 
percent debt securities,
6
 
percent real estate and
1
 
percent other.
 
Generally, the plan investments
are publicly traded, therefore minimizing liquidity
 
risk in the portfolio.
 
 
The following is a description of the valuation methodologies
 
used for the pension plan assets.
 
There have
been no changes in the methodologies used at
 
December 31, 2019 and 2018.
 
Fair values of equity securities and government
 
debt securities categorized in Level 1 are primarily
based on quoted market prices in active markets
 
for identical assets and liabilities.
 
Fair values of corporate debt securities, agency and
 
mortgage-backed securities and government
 
debt
securities categorized in Level 2 are estimated
 
using recently executed transactions and quoted market
prices for similar assets and liabilities in
 
active markets and for identical assets and liabilities
 
in
markets that are not active.
 
If there have been no market transactions
 
in a particular fixed income
security, its fair value is calculated by pricing models that benchmark the security
 
against other
securities with actual market prices.
 
When observable quoted market prices are not
 
available, fair
value is based on pricing models that use something
 
other than actual market prices (e.g., observable
inputs such as benchmark yields, reported trades and
 
issuer spreads for similar securities), and these
securities are categorized in Level 3 of the fair
 
value hierarchy.
 
 
Fair values of investments in common/collective
 
trusts are determined by the issuer of each fund
based on the fair value of the underlying assets.
 
Fair values of mutual funds are based on quoted
 
market prices, which represent the net asset
 
value of
shares held.
 
Time deposits are valued at cost, which approximates fair
 
value.
 
Cash is valued at cost, which approximates fair
 
value.
 
Fair values of international cash equivalents
categorized in Level 2 are valued using observable
 
yield curves, discounting and interest
 
rates.
 
U.S.
cash balances held in the form of short-term
 
fund units that are redeemable at the measurement
 
date
are categorized as Level 2.
 
Fair values of exchange-traded derivatives classified
 
in Level 1 are based on quoted market prices.
 
For other derivatives classified in Level 2, the values
 
are generally calculated from pricing models
with market input parameters from third-party
 
sources.
 
Fair values of insurance contracts are valued at the
 
present value of the future benefit payments owed
by the insurance company to the plans’ participants.
 
Fair values of real estate investments are valued
 
using real estate valuation techniques
 
and other
methods that include reference to third-party sources
 
and sales comparables where available.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
128
 
A portion of U.S. pension plan assets is held as
 
a participating interest in an insurance
 
annuity
contract, which is calculated as the market value
 
of investments held under this contract, less
 
the
accumulated benefit obligation covered by the
 
contract.
 
The participating interest is classified as
Level 3 in the fair value hierarchy as the fair value
 
is determined via a combination of quoted
 
market
prices, recently executed transactions, and
 
an actuarial present value computation for
 
contract
obligations.
 
At December 31, 2019, the participating interest
 
in the annuity contract was valued at
$
95
 
million and consisted of $
235
 
million in debt securities, less $
140
 
million for the accumulated
benefit obligation covered by the contract.
 
At December 31, 2018, the participating interest
 
in the
annuity contract was valued at $
84
 
million and consisted of $
228
 
million in debt securities, less
 
$
144
million for the accumulated benefit obligation
 
covered by the contract.
 
The net change from 2018 to
2019 is due to an increase in the fair value of the
 
underlying investments of $
7
 
million offset by a
decrease in the present value of the contract obligation
 
of $
4
 
million.
 
The participating interest is not
available for meeting general pension benefit
 
obligations in the near term.
 
No future company
contributions are required and no new benefits
 
are being accrued under this insurance annuity
contract.
 
The fair values of our pension plan assets at
 
December 31, by asset class were as follows:
Millions of Dollars
U.S.
International
Level 1
Level 2
Level 3
Total
Level 1
Level 2
Level 3
Total
2019
Equity securities
U.S.
$
94
-
7
101
435
-
-
435
International
98
-
-
98
266
-
-
266
Mutual funds
93
-
-
93
245
267
-
512
Debt securities
Government
-
-
-
-
1,412
-
-
1,412
Corporate
-
2
-
2
-
-
-
-
Mutual funds
-
-
-
-
392
-
-
392
Cash and cash equivalents
-
-
-
-
98
-
-
98
Derivatives
-
-
-
-
11
-
-
11
Real estate
-
-
-
-
-
-
132
132
Total in fair value hierarchy
$
285
2
7
294
2,859
267
132
3,258
Investments measured at net asset value*
Equity securities
Common/collective trusts
$
-
-
-
457
-
-
-
167
Debt securities
Common/collective trusts
-
-
-
637
-
-
-
760
Cash and cash equivalents
-
-
-
25
-
-
-
-
Real estate
-
-
-
83
-
-
-
112
Total**
$
285
2
7
1,496
2,859
267
132
4,297
 
*In accordance with FASB ASC Topic
 
715, “Compensation—Retirement Benefits,” certain investments that are to be measured at fair value
 
 
using the net asset value per share (or its equivalent) practical expedient
 
have not been classified in the fair value hierarchy.
 
The fair value
 
 
amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Change in
 
Fair Value of Plan Assets.
**Excludes the participating interest in the insurance annuity contract with a
 
net asset of $
95
 
million and net receivables related to security
 
 
transactions of $
9
 
million.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
129
The fair values of our pension plan assets at
 
December 31, by asset class were as follows:
Millions of Dollars
U.S.
International
Level 1
Level 2
Level 3
Total
Level 1
Level 2
Level 3
Total
2018
Equity securities
U.S.
$
74
-
20
94
371
-
-
371
International
80
-
-
80
241
-
-
241
Mutual funds
76
-
-
76
213
181
-
394
Debt securities
Government
-
-
-
-
889
-
-
889
Corporate
-
2
-
2
-
-
-
-
Mutual funds
-
-
-
-
363
-
-
363
Cash and cash equivalents
-
-
-
-
71
-
-
71
Time deposits
-
-
-
-
6
-
-
6
Derivatives
-
-
-
-
(17)
-
-
(17)
Real estate
-
-
-
-
-
-
124
124
Total in fair value hierarchy
$
230
2
20
252
2,137
181
124
2,442
Investments measured at net asset value*
Equity securities
Common/collective trusts
$
-
-
-
364
-
-
-
153
Debt securities
Common/collective trusts
-
-
-
548
-
-
-
641
Cash and cash equivalents
-
-
-
5
-
-
-
-
Real estate
-
-
-
80
-
-
-
109
Total**
$
230
2
20
1,249
2,137
181
124
3,345
 
*In accordance with FASB ASC Topic
 
715, “Compensation—Retirement Benefits,” certain investments that are to be measured at fair value
 
 
using the net asset value per share (or its equivalent) practical expedient
 
have not been classified in the fair value hierarchy.
 
The fair value
 
 
amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Change in
 
 
Fair Value of Plan Assets.
**Excludes the participating interest in the insurance annuity contract with a
 
net asset of $
84
 
million and net receivables related to security
 
 
transactions of $
16
 
million.
 
 
 
Level 3 activity was not material for all
 
periods.
 
Our funding policy for U.S. plans is to contribute
 
at least the minimum required by the Employee
 
Retirement
Income Security Act of 1974 and the Internal
 
Revenue Code of 1986, as amended.
 
Contributions to foreign
plans are dependent upon local laws and tax regulations.
 
In 2020, we expect to contribute approximately $
350
million to our domestic qualified and nonqualified
 
pension and postretirement benefit plans and $
90
 
million to
our international qualified and nonqualified
 
pension and postretirement benefit plans.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
130
The following benefit payments, which are exclusive
 
of amounts to be paid from the insurance annuity
 
contract
and which reflect expected future service, as appropriate,
 
are expected to be paid:
Millions of Dollars
Pension
Other
Benefits
Benefits
U.S.
Int’l.
2020
$
447
150
32
2021
270
156
29
2022
250
158
27
2023
217
163
24
2024
220
170
22
2025–2029
822
927
64
 
 
Severance Accrual
The following table summarizes our severance accrual
 
activity for the year ended December 31, 2019:
 
Millions of Dollars
Balance at December 31, 2018
$
48
Accruals
(1)
Benefit payments
(24)
Balance at December 31, 2019
$
23
 
 
Of the remaining balance at December 31, 2019,
 
$
5
 
million is classified as short-term.
 
Defined Contribution Plans
 
Most U.S. employees are eligible to participate
 
in the ConocoPhillips Savings Plan (CPSP).
 
Employees can
deposit up to
75
 
percent of their eligible pay, subject to statutory limits, in the CPSP to
 
a choice of
approximately
17
 
investment options.
 
Employees who participate in the CPSP and contribute
1
 
percent of
their eligible pay receive a
6
 
percent company cash match with a potential
 
company discretionary cash
contribution of up to
6
 
percent.
 
Effective January 1, 2019, new employees, rehires, and
 
employees that elected
to opt out of Title II are eligible to receive a CRC of
6
 
percent of eligible pay into their CPSP.
 
After
three
years
 
of service with the company, the employee is
100
 
percent vested in any CRC.
 
Company contributions
charged to expense for the CPSP and predecessor plans
 
were $
82
 
million in 2019, $
82
 
million in 2018, and
$
77
 
million in 2017.
 
We have several defined contribution plans for our international employees, each
 
with its own terms and
eligibility depending on location.
 
Total compensation expense recognized for these international plans was
approximately $
30
 
million in 2019, $
31
 
million in 2018, and $
35
 
million in 2017.
 
Share-Based Compensation Plans
 
The 2014 Omnibus Stock and Performance Incentive
 
Plan of ConocoPhillips (the Plan) was approved
 
by
shareholders in May 2014.
 
Over its
10
-year life, the Plan allows the issuance of
 
up to
79
 
million shares of our
common stock for compensation to our employees
 
and directors; however, as of the effective date of the Plan,
(i) any shares of common stock available for future
 
awards under the prior plans and (ii)
 
any shares of common
stock represented by awards granted under the prior
 
plans that are forfeited, expire or are cancelled
 
without
delivery of shares of common stock or which result
 
in the forfeiture of shares of common stock
 
back to the
company shall be available for awards under the
 
Plan, and no new awards shall be granted under
 
the prior
plans.
 
Of the 79 million shares available for issuance
 
under the Plan, no more than
40
 
million shares of
common stock are available for incentive stock
 
options.
 
The Human Resources and Compensation Committee
 
 
 
 
 
 
 
 
 
 
 
 
 
131
of our Board of Directors is authorized to determine
 
the types, terms, conditions and limitations
 
of awards
granted.
 
Awards may be granted in the form of, but not limited to, stock options, restricted stock units
 
and
performance share units to employees and non-employee
 
directors who contribute to the company’s continued
success and profitability.
 
Total share-based compensation expense is measured using the grant date fair value
 
for our equity-classified
awards and the settlement date fair value for our
 
liability-classified awards.
 
We recognize share-based
compensation expense over the shorter of the service
 
period (i.e., the stated period of time required
 
to earn the
award); or the period beginning at the start of the
 
service period and ending when an employee
 
first becomes
eligible for retirement, but not less than six months,
 
as this is the minimum period of time
 
required for an
award to not be subject to forfeiture.
 
Our share-based compensation programs generally
 
provide accelerated
vesting (i.e., a waiver of the remaining period of service
 
required to earn an award) for awards held
 
by
employees at the time of their retirement.
 
Some of our share-based awards vest ratably (i.e., portions
 
of the
award vest at different times) while some of our awards
 
cliff vest (i.e., all of the award vests at the same time).
 
We recognize expense on a straight-line basis over the service period for the entire
 
award, whether the award
was granted with ratable or cliff vesting.
 
 
Compensation Expense
—Total share-based compensation expense recognized in income (loss) and the
associated tax benefit for the years ended
 
December 31 were as follows:
Millions of Dollars
2019
2018
2017
Compensation cost
$
274
265
227
Tax benefit
71
64
76
 
Stock Options
Stock options granted under the provisions of the Plan and prior plans permit purchase of our
common stock at exercise prices equivalent to the average fair market value of ConocoPhillips common stock
on the date the options were granted. The options have terms of 10 years and generally vest ratably, with one-
third of the options awarded vesting and becoming exercisable on each anniversary date following the date of
grant. Options awarded to certain employees already eligible for retirement vest within six months of the grant
date, but those options do not become exercisable until the end of the normal vesting period. Beginning in
2018, stock option grants were discontinued and replaced with three-year, time-vested restricted stock units
which generally will be cash-settled.
 
The fair market values of the options granted in
 
2017 were measured on the date of grant
 
using the
Black-Scholes-Merton option-pricing model.
 
The weighted-average assumptions used were as follows:
2017
Assumptions used
Risk-free interest rate
2.24
%
Dividend yield
4.00
%
Volatility
 
factor
28.12
%
Expected life (years)
6.39
 
 
There were no ranges in the assumptions used to
 
determine the fair market values of our options
 
granted in
2017.
 
We believe our historical volatility for periods prior to the 2012 separation of our
 
Downstream businesses is no
longer relevant in estimating expected volatility.
 
For 2017,
 
expected volatility was based on the weighted-
average blend of the company’s historical stock price volatility from
 
May 1, 2012 (the date of separation of our
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
132
Downstream businesses) through the stock option
 
grant date and the average historical
 
stock price volatility of
a group of peer companies for the expected term
 
of the options.
 
The following summarizes our stock option activity
 
for the year ended December 31, 2019:
Millions of Dollars
Weighted-Average
Aggregate
Options
Exercise Price
Intrinsic Value
Outstanding at December 31, 2018
19,379,677
$
52.88
$
214
Exercised
(1,339,480)
36.28
39
Forfeited
-
Expired or cancelled
-
Outstanding at December 31, 2019
18,040,197
$
54.11
$
206
Vested at December 31, 2019
17,922,026
$
54.14
$
205
Exercisable at December 31, 2019
17,172,815
$
54.33
$
194
 
 
The weighted-average remaining contractual term
 
of outstanding options, vested options and exercisable
options at December 31, 2019, was
4.43
 
years,
4.41
 
years and
4.29
 
years, respectively.
 
The weighted-average
grant date fair value of stock option awards granted
 
during 2017 was $
9.18
.
 
The aggregate intrinsic value of
options exercised was $
94
 
million in 2018 and $
4
 
million in 2017.
 
 
During 2019, we received $
49
 
million in cash and realized a tax benefit
 
of $
13
 
million from the exercise of
options.
 
At December 31, 2019, the remaining unrecognized
 
compensation expense from unvested options
was
zero
.
 
Stock Unit Program—
Generally, restricted stock units are granted annually under the provisions of the Plan
and vest in an aggregate installment on the third anniversary of the grant date. In addition, restricted stock
units granted under the Plan for a variable long-term incentive program vest ratably in three equal annual
installments beginning on the first anniversary of the grant date. Restricted stock units are also granted ad hoc
to attract or retain key personnel, and the terms and conditions under which these restricted stock units vest
vary by award
.
 
Stock-Settled
Upon vesting, these restricted stock units are settled by issuing one share of ConocoPhillips common stock per
unit. Units awarded to retirement eligible employees vest six months from the grant date; however, those units
are not issued as common stock until the earlier of separation from the company or the end of the regularly
scheduled vesting period. Until issued as stock, most recipients of the restricted stock units receive a quarterly
cash payment of a dividend equivalent that is charged to retained earnings. The grant date fair market value of
these restricted stock units is deemed equal to the average ConocoPhillips stock price on the grant date. The
grant date fair market value of units that do not receive a dividend equivalent while unvested is deemed equal
to the average ConocoPhillips stock price on the grant date, less the net present value of the dividends that will
not be received
.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
133
The following summarizes our stock-settled stock
 
unit activity for the year ended December
 
31, 2019:
Weighted-Average
Millions of Dollars
Stock Units
Grant Date Fair Value
Total Fair Value
Outstanding at December 31, 2018
7,546,973
$
43.41
Granted
2,045,503
67.77
Forfeited
(99,748)
62.93
Issued
(3,269,682)
34.32
$
225
Outstanding at December 31, 2019
6,223,046
$
55.99
Not Vested at December 31, 2019
4,185,141
56.17
 
 
At December 31, 2019,
 
the remaining unrecognized compensation
 
cost from the unvested stock-settled units
was $
93
 
million, which will be recognized over
 
a weighted-average period of
1.71
 
years, the longest period
being
2.73
 
years.
 
The weighted-average grant date fair value
 
of stock unit awards granted during 2018 and
2017 was $
52.45
 
and $
48.77
, respectively.
 
The total fair value of stock units issued during
 
2018 and 2017 was
$
154
 
million and $
159
 
million, respectively.
 
Cash-Settled
Beginning in 2018, cash-settled executive restricted stock units replaced the stock option program. These
restricted stock units, subject to elections to defer, will be settled in cash equal to the fair market value of a
share of ConocoPhillips common stock per unit on the settlement date and are classified as liabilities on the
balance sheet. Units awarded to retirement eligible employees vest six months from the grant date; however,
those units are not settled until the earlier of separation from the company or the end of the regularly scheduled
vesting period. Compensation expense is initially measured using the average fair market value of
ConocoPhillips common stock and is subsequently adjusted, based on changes in the ConocoPhillips stock
price through the end of each subsequent reporting period, through the settlement date. Recipients receive an
accrued reinvested dividend equivalent that is charged to compensation expense. The accrued reinvested
dividend is paid at the time of settlement, subject to the terms and conditions of the award.
 
The following summarizes our cash-settled stock
 
unit activity for the year ended December 31, 2019:
Weighted-Average
Millions of Dollars
Stock Units
Grant Date Fair Value
Total Fair Value
Outstanding at December 31, 2018
376,608
$
62.21
Granted
319,552
68.20
Forfeited
(6,914)
61.35
Issued
(92,255)
61.61
$
6
Outstanding at December 31, 2019
596,991
$
64.54
Not Vested at December 31, 2019
153,457
64.54
 
At December 31, 2019,
 
the remaining unrecognized compensation
 
cost from the unvested cash-settled units
was $
5
 
million, which will be recognized over a
 
weighted-average period of
1.70
 
years, the longest period
being
2.12
 
years.
 
The weighted-average grant date fair value
 
of stock unit awards granted during 2018
 
was
$
53.68
.
 
The total fair value of stock units issued during
 
2018 was $
1
 
million.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
134
Performance Share Program
—Under the Plan, we also annually grant restricted
 
performance share units
(PSUs) to senior management.
 
These PSUs are authorized three years prior to
 
their effective grant date (the
performance period).
 
Compensation expense is initially measured
 
using the average fair market value of
ConocoPhillips common stock and is subsequently
 
adjusted, based on changes in the ConocoPhillips
 
stock
price through the end of each subsequent reporting
 
period, through the grant date for stock-settled
 
awards and
the settlement date for cash-settled awards.
 
 
Stock-Settled
For performance periods beginning before 2009, PSUs do not vest until the employee becomes eligible for
retirement by reaching age 55 with five years of service, and restrictions do not lapse until the employee
separates from the company. With respect to awards for performance periods beginning in 2009 through 2012,
PSUs do not vest until the earlier of the date the employee becomes eligible for retirement by reaching age 55
with five years of service or five years after the grant date of the award, and restrictions do not lapse until the
earlier of the employee’s separation from the company or five years after the grant date (although recipients
can elect to defer the lapsing of restrictions until separation). We recognize compensation expense for these
awards beginning on the grant date and ending on the date the PSUs are scheduled to vest. Since these awards
are authorized three years prior to the grant date, for employees eligible for retirement by or shortly after the
grant date, we recognize compensation expense over the period beginning on the date of authorization and
ending on the date of grant. Until issued as stock, recipients of the PSUs receive a quarterly cash payment of a
dividend equivalent that is charged to retained earnings. Beginning in 2013, PSUs authorized for future grants
will vest, absent employee election to defer, upon settlement following the conclusion of the three-year
performance period. We recognize compensation expense over the period beginning on the date of
authorization and ending on the conclusion of the performance period. PSUs are settled by issuing one share
of ConocoPhillips common stock per unit.
 
The following summarizes our stock-settled Performance
 
Share Program activity for the year ended
December 31, 2019:
Weighted-Average
Millions of Dollars
Stock Units
Grant Date Fair Value
Total Fair Value
Outstanding at December 31, 2018
2,335,542
$
50.45
Granted
77,841
68.90
Forfeited
-
Issued
(388,559)
53.66
$
25
Outstanding at December 31, 2019
2,024,824
$
50.55
Not Vested at December 31, 2019
15,616
$
47.80
 
 
At December 31, 2019,
 
the remaining unrecognized compensation
 
cost from unvested stock-settled
performance share awards was
zero
.
 
The weighted-average grant date fair value of
 
stock-settled PSUs granted
during 2018 and 2017 was $
53.28
 
and $
49.76
, respectively.
 
The total fair value of stock-settled PSUs issued
during 2018 and 2017 was $
29
 
million and $
57
 
million, respectively.
 
Cash-Settled
In connection with and immediately following the
 
separation of our Downstream businesses
 
in 2012, grants of
new PSUs, subject to a shortened performance
 
period, were authorized.
 
Once granted, these PSUs vest, absent
employee election to defer, on the earlier of five years after
 
the grant date of the award or the date the
employee becomes eligible for retirement.
 
For employees eligible for retirement by or shortly
 
after the grant
date, we recognize compensation expense
 
over the period beginning on the date of authorization
 
and ending on
the date of grant.
 
Otherwise, we recognize compensation expense
 
beginning on the grant date and ending on
the date the PSUs are scheduled to vest.
 
These PSUs are settled in cash equal to the fair
 
market value of a
share of ConocoPhillips common stock per unit
 
on the settlement date and thus are classified
 
as liabilities on
the balance sheet.
 
Until settlement occurs, recipients of the PSUs receive
 
a quarterly cash payment of a
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
135
dividend equivalent that is charged to compensation expense.
 
Beginning in 2013, PSUs authorized for future grants
 
will vest upon settlement following the conclusion
 
of the
three-year performance period.
 
We recognize compensation expense over the period beginning on the date of
authorization and ending at the conclusion of
 
the performance period.
 
These PSUs will be settled in cash equal
to the fair market value of a share of ConocoPhillips
 
common stock per unit on the settlement date
 
and are
classified as liabilities on the balance sheet.
 
For performance periods beginning before
 
2018, during the
performance period, recipients of the PSUs do
 
not receive a quarterly cash payment of a dividend
 
equivalent,
but after the performance period ends, until
 
settlement in cash occurs, recipients of the PSUs
 
receive a
quarterly cash payment of a dividend equivalent
 
that is charged to compensation expense.
 
For the performance
period beginning in 2018, recipients of the PSUs
 
receive an accrued reinvested dividend equivalent
 
that is
charged to compensation expense.
 
The accrued reinvested dividend is paid at
 
the time of settlement, subject to
the terms and conditions of the award.
 
 
The following summarizes our cash-settled Performance
 
Share Program activity for the year ended
December 31, 2019:
Weighted-Average
Millions of Dollars
Stock Units
Grant Date Fair Value
Total Fair Value
Outstanding at December 31, 2018
1,131,007
$
62.21
Granted
1,958,043
68.90
Forfeited
-
Settled
(2,479,776)
69.10
$
171
Outstanding at December 31, 2019
609,274
$
64.54
Not Vested at December 31, 2019
38,487
$
64.54
 
 
At December 31, 2019,
 
the remaining unrecognized compensation
 
cost from unvested cash-settled
performance share awards was
zero
.
 
The weighted-average grant date fair value of
 
cash-settled PSUs granted
during 2018 and 2017 was $
53.28
 
and $
49.76
, respectively.
 
The total fair value of cash-settled performance
share awards settled during 2018 and 2017
 
was $
22
 
million and $
24
 
million, respectively.
 
From inception of the Performance Share Program
 
through 2013, approved PSU awards
 
were granted after the
conclusion of performance periods.
 
Beginning in February 2014, initial target PSU awards are issued near the
beginning of new performance periods. These initial target PSU awards will terminate at the end of the
performance periods and will be settled after the performance periods have ended. Also in 2014, initial target
PSU awards were issued for open performance periods that began in prior years. For the open performance
period beginning in 2012, the initial target PSU awards terminated at the end of the three-year performance
period and were replaced with approved PSU awards. For the open performance period beginning in 2013, the
initial target PSU awards terminated at the end of the three-year performance period and were settled after the
performance period ended.
There is no effect on recognition of compensation expense.
 
Other
—In addition to the above active programs,
 
we have outstanding shares of restricted stock and
 
restricted
stock units that were either issued as part of
 
our non-employee director compensation program
 
for current and
former members of the company’s Board of Directors or as part of an executive
 
compensation program that
has been discontinued.
 
Generally, the recipients of the restricted shares or units receive a quarterly dividend
 
or
dividend equivalent.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
136
The following summarizes the aggregate activity
 
of these restricted shares and units for the
 
year ended
December 31, 2019:
Weighted-Average
Millions of Dollars
Stock Units
Grant Date Fair Value
Total Fair Value
Outstanding at December 31, 2018
1,107,315
$
46.57
Granted
64,063
63.58
Cancelled
(2,307)
23.73
Issued
(177,163)
49.23
$
11
Outstanding at December 31, 2019
991,908
$
47.24
 
 
At December 31, 2019, all outstanding restricted
 
stock and restricted stock units were fully vested
 
and there
was
no
 
remaining compensation cost to be recorded.
 
The weighted-average grant date fair value of awards
granted during 2018 and 2017 was $
62.01
 
and $
48.87
, respectively.
 
The total fair value of awards issued
during 2018 and 2017 was $
17
 
million and $
4
 
million, respectively.
 
 
 
Note 19—Income Taxes
Income taxes charged to net income (loss) were:
Millions of Dollars
2019
2018
2017
Income Taxes
Federal
Current
$
18
4
79
Deferred
(113)
545
(3,046)
Foreign
Current
2,545
3,273
1,729
Deferred
(323)
(166)
(510)
State and local
Current
148
108
51
Deferred
(8)
(96)
(125)
$
2,267
3,668
(1,822)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
137
Deferred income taxes reflect the net tax effect of temporary
 
differences between the carrying amounts of
assets and liabilities for financial reporting purposes
 
and the amounts used for tax purposes.
 
Major components
of deferred tax liabilities and assets at December
 
31 were:
Millions of Dollars
2019
2018
Deferred Tax Liabilities
PP&E and intangibles
$
8,660
8,004
Inventory
35
60
Deferred state income tax
-
61
Other
234
156
Total deferred tax liabilities
8,929
8,281
Deferred Tax Assets
Benefit plan accruals
542
641
Asset retirement obligations and accrued environmental
 
costs
2,339
2,891
Investments in joint ventures
1,722
104
Other financial accruals and deferrals
777
330
Loss and credit carryforwards
8,968
2,378
Other
345
398
Total deferred tax assets
14,693
6,742
Less: valuation allowance
(10,214)
(3,040)
Net deferred tax assets
4,479
3,702
Net deferred tax liabilities
$
4,450
4,579
 
 
At December 31, 2019, noncurrent assets and liabilities
 
included deferred taxes of $
184
 
million and
$
4,634
 
million, respectively.
 
At December 31, 2018, noncurrent assets and liabilities
 
included deferred taxes
of $
442
 
million and $
5,021
 
million, respectively.
 
 
 
At December 31, 2019, the components of
 
our loss and credit carryforwards before and
 
after consideration of
the applicable valuation allowances were:
Millions of Dollars
Net Deferred
Expiration of
Gross Deferred
Tax Asset After
Net Deferred
Tax Asset
Valuation Allowance
Tax Asset
U.S. foreign tax credits
$
7,696
14
2028
U.S. general business credits
250
250
2036-2038
U.S. capital loss
202
32
2024
State net operating losses and tax credits
370
50
Various
Foreign net operating losses and tax credits
450
413
Post 2025
$
8,968
759
 
 
Valuation
 
allowances have been established to reduce
 
deferred tax assets to an amount that will,
 
more likely
than not, be realized.
 
During 2019, valuation allowances increased a total
 
of $
7,174
 
million.
 
The increase
primarily relates to deferred tax assets recognized
 
during 2019 as a result of the finalization of rules
 
related to
the U.S. Tax Cuts and Jobs Act (Tax Legislation including ongoing issuance of tax regulations related to such
legislation), as further discussed below.
 
Based on our historical taxable income, expectations
 
for the future,
and available tax-planning strategies, management
 
expects deferred tax assets, net of valuation
 
allowance, will
primarily be realized as offsets to reversing deferred tax
 
liabilities.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
138
 
On December 2, 2019, the Internal Revenue Service
 
finalized foreign tax credit regulations related
 
to the 2017
Tax Cuts and Jobs Act.
 
Due to the finalization of these regulations, in the
 
fourth quarter of 2019 we
recognized $
151
 
million of net deferred tax assets.
 
Correspondingly, we recorded $
6,642
 
million of existing
foreign tax credit carryovers where recognition
 
was previously considered to be remote.
 
Present legislation
still makes their realization unlikely and therefore
 
these credits have been offset with a full valuation
allowance.
 
 
At December 31, 2019, unremitted income
 
considered to be permanently reinvested in
 
certain foreign
subsidiaries and foreign corporate joint ventures
 
totaled approximately $
4,196
 
million.
 
Deferred income taxes
have not been provided on this amount, as
 
we do not plan to initiate any action that would
 
require the payment
of income taxes.
 
The estimated amount of additional tax, primarily
 
local withholding tax, that would be
payable on this income if distributed is approximately
 
$
210
 
million.
 
The following table shows a reconciliation
 
of the beginning and ending unrecognized tax
 
benefits for 2019,
2018 and 2017:
Millions of Dollars
2019
2018
2017
Balance at January 1
$
1,081
882
381
Additions based on tax positions related to the current
 
year
9
268
612
Additions for tax positions of prior years
120
43
109
Reductions for tax positions of prior years
(22)
(73)
(129)
Settlements
(9)
(35)
(5)
Lapse of statute
(2)
(4)
(86)
Balance at December 31
$
1,177
1,081
882
 
 
Included in the balance of unrecognized tax benefits
 
for 2019, 2018 and 2017 were $
1,100
 
million,
$
1,081
 
million and $
882
 
million, respectively, which, if recognized, would impact our effective tax rate.
 
The
balance of the unrecognized tax benefits increased
 
in 2019 mainly due to the treatment of our
 
PDVSA
settlement. The balance of the unrecognized tax
 
benefits increased in 2018 mainly due to the
 
treatment of
distributions from certain foreign subsidiaries.
 
The balance of unrecognized tax benefits
 
increased in 2017
mainly due to the recognition of a U.S. worthless securities
 
deduction that we do not believe will generate a
cash tax benefit.
 
See Note 13—Contingencies and Commitments,
 
for more information on the PDVSA
settlement.
 
 
At December 31, 2019, 2018 and 2017, accrued liabilities
 
for interest and penalties totaled $
42
 
million,
$
45
 
million and $
54
 
million, respectively, net of accrued income taxes.
 
Interest and penalties resulted in a
benefit to earnings of $
3
 
million in 2019, a benefit to earnings
 
of $
4
 
million in 2018, and
no
 
impact to earnings
in 2017.
 
 
We file tax returns in the U.S. federal jurisdiction and in many foreign and state jurisdictions.
 
Audits in major
jurisdictions are generally complete as follows:
 
U.K. (2015), Canada (2014), U.S. (2014)
 
and Norway (2018).
 
Issues in dispute for audited years and audits for
 
subsequent years are ongoing and in various stages
 
of
completion in the many jurisdictions in which
 
we operate around the world.
 
Consequently, the balance in
unrecognized tax benefits can be expected to fluctuate
 
from period to period.
 
It is reasonably possible such
changes could be significant when compared
 
with our total unrecognized tax benefits, but the amount
 
of
change is not estimable.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
139
The amounts of U.S. and foreign income (loss)
 
before income taxes, with a reconciliation of tax
 
at the federal
statutory rate with the provision for income taxes,
 
were:
Millions of Dollars
Percent of Pre-Tax Income (Loss)
2019
2018
2017
2019
2018
2017
Income (loss) before income taxes
United States
$
4,704
2,867
(5,250)
49.4
%
28.7
200.8
Foreign
4,820
7,106
2,635
50.6
71.3
(100.8)
$
9,524
9,973
(2,615)
100.0
%
100.0
100.0
Federal statutory income tax
$
2,000
2,095
(915)
21.0
%
21.0
35.0
Non-U.S. effective tax rates
1,399
1,766
625
14.7
17.7
(23.9)
Tax Legislation
-
(10)
(852)
-
(0.1)
32.6
Canada disposition
-
-
(1,277)
-
-
48.8
U.K. disposition
(732)
(150)
-
(7.7)
(1.5)
-
Recovery of outside basis
(77)
(21)
(962)
(0.8)
(0.2)
36.8
Adjustment to tax reserves
9
(4)
881
0.1
-
(33.7)
Adjustment to valuation allowance
(225)
(26)
-
(2.4)
(0.3)
-
APLNG impairment
-
-
834
-
-
(31.9)
State income tax
123
135
(84)
1.3
1.4
3.2
Malaysia Deepwater Incentive
(164)
-
-
(1.7)
-
-
Enhanced oil recovery credit
(27)
(99)
(68)
(0.3)
(1.0)
2.6
Other
(39)
(18)
(4)
(0.4)
(0.2)
0.2
$
2,267
3,668
(1,822)
23.8
%
36.8
69.7
 
 
Our effective tax rate for 2019 was favorably impacted
 
by the sale of two of our U.K. subsidiaries.
 
The
disposition generated a before-tax gain of more than
 
$
1.7
 
billion with an associated tax benefit of $
335
million. The disposition generated a U.S. capital
 
loss of approximately $
2.1
 
billion which has generated a U.S.
tax benefit of approximately $
285
 
million. The remaining U.S. capital loss
 
has been recorded as a deferred tax
asset fully offset with a valuation allowance.
 
See Note 5—Asset Acquisitions and Dispositions,
 
for additional
information on the disposition.
 
 
During the third quarter of 2019, we received final
 
partner approval in Malaysia Block G to claim
 
certain
deepwater tax credits. As a result, we recorded
 
an income tax benefit of $
164
 
million.
 
 
The decrease in the effective tax rate for 2018 was primarily
 
due to the impact of the Clair Field disposition
 
in
the U.K. and our overall income position, partially
 
offset by our mix of income among taxing jurisdictions.
 
Our effective tax rate for 2018 was favorably impacted
 
by the sale of a U.K. subsidiary to BP.
 
The subsidiary
held 16.5 percent of our 24 percent interest
 
in the BP-operated Clair Field in the U.K.
 
The disposition
generated a before-tax gain of $
715
 
million with no associated tax cost.
 
See Note 5—Asset Acquisitions and
Dispositions,
 
for additional information on the disposition.
 
Tax Legislation was enacted in the U.S. on December 22, 2017, reducing the
 
U.S. federal corporate income tax
rate to 21 percent from 35 percent, requiring companies
 
to pay a one-time transition tax on earnings of certain
foreign subsidiaries that were previously tax deferred
 
and creating new taxes on certain foreign-sourced
earnings.
 
 
 
 
 
 
 
 
140
SAB 118 measurement period
 
We applied the guidance in Staff Accounting Bulletin No. 118 when accounting for the enactment-date effects
of Tax Legislation in 2017 and throughout 2018.
 
At December 31, 2017, we had not completed
 
our
accounting for all the enactment-date income
 
tax effects of Tax Legislation under ASC 740, Income Taxes, for
the remeasurement of deferred tax assets and liabilities
 
and the one-time transition tax.
 
As of December 31,
2018, we had completed our accounting for all the
 
enactment-date income tax effects of Tax Legislation.
 
As
further discussed below, during 2018, we recognized adjustments of $
10
 
million to the provisional amounts
recorded at December 31, 2017, and included these
 
adjustments as a component
 
of income tax provision.
 
 
Provisional Amounts—Foreign tax effects
The one-time transition tax is based on our total
 
post-1986 earnings, the tax on which we previously
 
deferred
from U.S. income taxes under U.S. law.
 
We estimated at December 31, 2017, that we would not incur a one-
time transition tax.
 
 
Upon further analyses of Tax Legislation and Notices and regulations issued and proposed
by the U.S. Department of the Treasury and the Internal Revenue
 
Service, we finalized our calculations of the
transition tax liability during 2018.
 
Based upon this analysis, we did not incur a
 
one-time transition tax.
 
 
As a result of the Tax Legislation, we removed the indefinite reinvestment
 
assertion on one of our foreign
subsidiaries and recorded a tax expense of $
56
 
million in the fourth quarter of 2017.
 
Deferred tax assets and liabilities
As of December 31, 2017, we remeasured certain deferred
 
tax assets and liabilities based on the rates at
 
which
they were expected to reverse in the future (which
 
was generally 21 percent), by recording a provisional
amount of $
908
 
million.
 
Upon further analysis of certain aspects of
 
Tax Legislation and refinement of our
calculations during the 12 months ended December
 
31, 2018, we adjusted our provisional amount by
 
$
10
million, which is included as a component of income
 
tax expense.
 
 
Global intangible low-taxed income (GILTI)
 
We have elected to account for GILTI
 
in the year the tax is incurred.
 
For 2019 and 2018,
 
the current-year U.S.
income tax impact related to GILTI activities is immaterial.
 
 
Our effective tax rate in 2017 was favorably impacted
 
by a tax benefit of $
1,277
 
million related to the Canada
disposition.
 
This tax benefit was primarily associated with
 
a deferred tax recovery related to the Canadian
capital gains exclusion component of the 2017
 
Canada disposition and the recognition
 
of previously
unrealizable Canadian capital asset tax basis.
 
The Canada disposition, along with the
 
associated restructuring
of our Canadian operations, may generate an additional
 
tax benefit of $
822
 
million.
 
However, since we
believe it is not likely we will receive a corresponding
 
cash tax savings, this $
822
 
million benefit has been
offset by a full tax reserve.
 
See Note 5—Asset Acquisitions and Dispositions
 
for additional information on our
Canada disposition.
 
 
The impairment of our APLNG investment in the
 
second quarter of 2017 did not generate
 
a tax benefit.
 
See
the “APLNG” section of Note 6—Investments,
 
Loans and Long-Term Receivables, for information on the
impairment of our APLNG investment.
 
 
Certain operating losses in jurisdictions outside
 
of the U.S.
 
only yield a tax benefit in the U.S. as a worthless
security deduction.
 
For 2019, 2018 and 2017, before consideration
 
of unrecorded tax benefits discussed above,
the amount of the tax benefit was $
9
 
million, $
36
 
million and $
962
 
million, respectively.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
141
Note 20—Accumulated Other Comprehensive Loss
Accumulated other comprehensive loss in the
 
equity section of the balance sheet included:
Millions of Dollars
Defined
Benefit Plans
Net
Unrealized
Loss on
Securities
Foreign
Currency
Translation
Accumulated
Other
Comprehensive
Loss
December 31, 2016
$
(547)
-
(5,646)
(6,193)
Other comprehensive income (loss)
147
(58)
586
675
December 31, 2017
(400)
(58)
(5,060)
(5,518)
Other comprehensive income (loss)
39
-
(642)
(603)
Cumulative effect of adopting ASU No. 2016-01*
-
58
-
58
December 31, 2018
(361)
-
(5,702)
(6,063)
Other comprehensive income
51
-
695
746
Cumulative effect of adopting ASU No. 2018-02**
(40)
-
-
(40)
December 31, 2019
$
(350)
-
(5,007)
(5,357)
 
*We adopted ASU No. 2016-01, "Recognition and Measurement of Financial Assets and Liabilities," beginning
 
January 1, 2018.
 
**See Note 2
Changes in Accounting Principles for additional information.
During 2019, we recognized $
483
 
million of foreign currency translation adjustments
 
related to the completion
of our sale of two ConocoPhillips U.K. subsidiaries.
 
For additional information related to this
 
disposition, see
Note 5—Asset Acquisitions and Dispositions.
There were no items within accumulated other comprehensive
 
loss related to noncontrolling interests.
The following table summarizes reclassifications
 
out of accumulated other comprehensive loss during
 
the years
ended December 31:
Millions of Dollars
2019
2018
Defined Benefit Plans
$
88
189
Above amounts are included in the computation of net periodic benefit cost
 
and
 
are presented net of tax expense of:
$
23
50
See Note 18—Employee Benefit Plans, for additional information.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
142
Note 21—Cash Flow Information
Millions of Dollars
2019
2018
2017
Noncash Investing Activities
Increase (decrease) in PP&E related to an increase
 
(decrease) in asset
retirement obligations
$
205
395
(37)
Increase (decrease) in assets and liabilities
 
acquired in a nonmonetary
exchange*
Accounts receivable
-
(44)
-
Inventories
-
42
-
Investments and long-term receivables
-
15
-
PP&E
-
1,907
-
Other long-term assets
-
(9)
-
Accounts payable
-
7
-
Accrued income and other taxes
-
40
-
Cash Payments
Interest
$
810
772
1,163
Income taxes
2,905
2,976
1,168
Net Sales (Purchases) of Investments
Short-term investments purchased
$
(4,902)
(1,953)
(6,617)
Short-term investments sold
2,138
3,573
4,827
Investments and long-term receivables purchased
(146)
-
-
$
(2,910)
1,620
(1,790)
*See Note 5—Asset Acquisitions and Dispositions.
 
 
The following items are included in the “Cash
 
Flows from Operating Activities” section
 
of our consolidated
cash flows.
 
We collected $
330
 
million and $
430
 
million in 2019 and 2018, respectively, from PDVSA under a settlement
agreement related to an award issued by the ICC
 
Tribunal in 2018.
 
We collected $
262
 
million and $
75
 
million
from Ecuador in 2018 and 2017, respectively, as installment payments related
 
to an agreement reached with
Ecuador in 2017.
 
For more information on these settlements,
 
see Note 13—Contingencies and Commitments.
 
In 2019, we made a $
324
 
million contribution to our U.K. pension plan.
 
We made discretionary payments to
our domestic qualified pension plan of $
120
 
million and $
600
 
million in 2018 and 2017, respectively.
 
In 2017, we recognized a $
180
 
million adverse cash impact from the settlement
 
of cross-currency swap
transactions.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
143
Note 22—Other Financial Information
Millions of Dollars
2019
2018
2017
Interest and Debt Expense
Incurred
Debt
$
799
838
1,114
Other
36
67
103
835
905
1,217
Capitalized
(57)
(170)
(119)
Expensed
$
778
735
1,098
Other Income
Interest income
$
166
97
112
Unrealized gains (losses) on Cenovus Energy common shares*
649
(437)
-
Other, net
543
513
417
$
1,358
173
529
*See Note 7—Investment in Cenovus Energy, for additional information.
Research and Development Expenditures
—expensed
$
82
78
100
Shipping and Handling Costs
$
1,008
1,075
1,050
Foreign Currency Transaction (Gains) Losses
—after-tax
Alaska
$
-
-
-
Lower 48
-
-
-
Canada
5
(11)
3
Europe and North Africa
-
(26)
7
Asia Pacific and Middle East
31
3
23
Other International
1
-
1
Corporate and Other
21
21
(3)
$
58
(13)
31
 
 
Millions of Dollars
2019
2018
Properties, Plants and Equipment
Proved properties
$
88,284
*
100,657
Unproved properties
3,980
*
4,662
Other
5,482
5,278
Gross properties, plants and equipment
97,746
110,597
Less: Accumulated depreciation, depletion and amortization
(55,477)
*
(64,899)
Net properties, plants and equipment
$
42,269
45,698
*Excludes assets classified as held for sale at December 31,
 
2019.
 
See Note 5
Asset Acquisitions and Dispositions, for additional information.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
144
Note 23—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
2019
2018
2017
Operating revenues and other income
$
89
98
107
Purchases
38
98
99
Operating expenses and selling, general and administrative
 
expenses
65
60
59
Net interest (income) expense*
(13)
(14)
(13)
*We paid interest to, or received interest from,
 
various affiliates.
 
See Note 6—Investments, Loans and Long-Term Receivables, for additional
 
information on loans to affiliated companies.
 
 
The table above includes transactions with the
 
FCCL Partnership through the date of the
 
sale.
 
See Note 6—
Investments, Loans and Long-Term Receivables, for additional information.
 
 
Note 24—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
2019
2018
2017
Revenue from contracts with customers
$
26,106
28,098
20,525
Revenue from contracts outside the scope of ASC
 
Topic 606
Physical contracts meeting the definition of a derivative
6,558
8,218
8,669
Financial derivative contracts
(97)
101
(88)
Consolidated sales and other operating revenues
$
32,567
36,417
29,106
 
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 25—Segment Disclosures and Related
Information:
 
 
Millions of Dollars
2019
2018
2017
Revenue from Outside the Scope of ASC Topic 606
by Segment
Lower 48
$
4,989
6,358
6,302
Canada
691
629
864
Europe and North Africa
878
1,231
1,503
Physical contracts meeting the definition of a derivative
$
6,558
8,218
8,669
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
145
Millions of Dollars
2019
2018
2017
Revenue from Outside the Scope of ASC Topic 606
by Product
Crude oil
$
804
1,112
588
Natural gas
5,313
6,734
7,811
Other
441
372
270
Physical contracts meeting the definition of a derivative
$
6,558
8,218
8,669
 
Practical Expedients
Typically,
 
our commodity sales contracts are less than
 
12 months in duration; however, in certain specific
cases may extend longer, which may be out to the end of
 
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 December 31, 2019, the “Accounts and
 
notes receivable” line on our consolidated
 
balance sheet included
trade receivables of $
2,372
 
million compared with $
2,889
 
million at December 31, 2018, and included 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 with 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.
 
 
Millions of
Dollars
Contract Liabilities
At December 31, 2018
$
206
Contractual payments received
73
Revenue recognized
(199)
At December 31, 2019
$
80
 
We expect to recognize the contract liabilities as of December 31, 2019, as revenue during 2021 and 2022.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
146
Note 25—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, premiums on early retirement of debt,
 
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.
 
Segment accounting policies are the same as those
 
in Note 1—Accounting Policies.
 
Intersegment sales are at
prices that approximate market.
 
 
Analysis of Results by Operating Segment
Millions of Dollars
2019
2018
2017
Sales and Other Operating Revenues
Alaska
$
5,483
5,740
4,224
Lower 48
15,514
17,029
12,968
Intersegment eliminations
(46)
(40)
(4)
Lower 48
15,468
16,989
12,964
Canada
2,910
3,184
3,178
Intersegment eliminations
(1,141)
(1,160)
(559)
Canada
1,769
2,024
2,619
Europe and North Africa
5,101
6,635
5,181
Asia Pacific and Middle East
4,525
4,861
4,014
Other International
-
-
-
Corporate and Other
221
168
104
Consolidated sales and other operating revenues
$
32,567
36,417
29,106
 
Depreciation, Depletion, Amortization and Impairments
Alaska
$
805
760
1,026
Lower 48
3,224
2,370
6,693
Canada
232
324
461
Europe and North Africa
887
1,041
1,313
Asia Pacific and Middle East
1,285
1,382
3,819
Other International
-
-
-
Corporate and Other
62
106
134
Consolidated depreciation, depletion, amortization
 
and impairments
$
6,495
5,983
13,446
The market for our products is large and diverse, therefore,
 
our sales and other operating revenues are not
dependent upon any single customer.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
147
Millions of Dollars
2019
2018
2017
Equity in Earnings of Affiliates
Alaska
$
7
6
7
Lower 48
(159)
1
5
Canada
-
-
197
Europe and North Africa
16
16
10
Asia Pacific and Middle East
915
1,051
553
Other International
-
-
-
Corporate and Other
-
-
-
Consolidated equity in earnings of affiliates
$
779
1,074
772
 
Income Taxes
Alaska
$
472
376
(689)
Lower 48
137
474
(2,453)
Canada
(43)
(96)
(616)
Europe and North Africa
1,435
2,265
1,165
Asia Pacific and Middle East
491
722
351
Other International
8
30
21
Corporate and Other
(233)
(103)
399
Consolidated income taxes
$
2,267
3,668
(1,822)
 
Net Income (Loss) Attributable to ConocoPhillips
Alaska
$
1,520
1,814
1,466
Lower 48
436
1,747
(2,371)
Canada
279
63
2,564
Europe and North Africa
2,724
1,866
553
Asia Pacific and Middle East
1,929
2,070
(1,098)
Other International
263
364
167
Corporate and Other
38
(1,667)
(2,136)
Consolidated net income (loss) attributable
 
to ConocoPhillips
$
7,189
6,257
(855)
 
Investments in and Advances to Affiliates
Alaska
$
83
86
56
Lower 48
35
378
402
Canada
-
-
-
Europe and North Africa
54
55
55
Asia Pacific and Middle East
8,281
8,821
9,077
Other International
-
-
-
Corporate and Other
-
-
-
Consolidated investments in and advances to affiliates
$
8,453
9,340
9,590
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
148
Millions of Dollars
2019
2018
2017
Total Assets
Alaska
$
15,453
14,648
12,108
Lower 48
14,425
14,888
14,632
Canada
6,350
5,748
6,214
Europe and North Africa
8,121
9,883
11,870
Asia Pacific and Middle East
14,716
16,151
16,985
Other International
285
89
97
Corporate and Other
11,164
8,573
11,456
Consolidated total assets
$
70,514
69,980
73,362
 
Capital Expenditures and Investments
Alaska
$
1,513
1,298
815
Lower 48
3,394
3,184
2,136
Canada
368
477
202
Europe and North Africa
708
877
872
Asia Pacific and Middle East
584
718
482
Other International
8
6
21
Corporate and Other
61
190
63
Consolidated capital expenditures and investments
$
6,636
6,750
4,591
 
Interest Income and Expense
Interest income
Alaska
$
-
-
-
Lower 48
-
-
-
Canada
-
-
-
Europe and North Africa
2
2
2
Asia Pacific and Middle East
15
15
9
Other International
-
-
-
Corporate and Other
149
80
101
Interest and debt expense
Corporate and Other
$
778
735
1,098
 
Sales and Other Operating Revenues by
 
Product
Crude oil
$
18,482
19,571
13,260
Natural gas
8,715
10,720
10,773
Natural gas liquids
814
1,114
1,102
Other*
4,556
5,012
3,971
Consolidated sales and other operating revenues
 
by product
$
32,567
36,417
29,106
*Includes LNG and bitumen.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
149
Geographic Information
Millions of Dollars
Sales and Other Operating Revenues
(1)
Long-Lived Assets
(2)
2019
2018
2017
2019
2018
2017
United States
(3)
$
21,159
22,740
17,204
26,566
26,838
23,623
Australia and Timor-Leste
(4)
1,647
1,798
1,448
7,228
9,301
9,657
Canada
1,769
2,024
2,619
5,769
5,333
5,613
China
772
836
712
1,447
1,380
1,275
Indonesia
875
886
757
605
669
758
Libya
1,103
1,142
586
668
679
699
Malaysia
1,230
1,346
1,103
1,871
2,327
2,736
Norway
2,349
2,886
2,348
5,258
5,582
6,154
United Kingdom
1,649
2,606
2,248
2
1,583
3,335
Other foreign countries
14
153
81
1,308
1,346
1,423
Worldwide consolidated
$
32,567
36,417
29,106
50,722
55,038
55,273
(1) Sales and other operating revenues are attributable
 
to countries based on the location of the selling operation.
(2) Defined as net PP&E plus equity investments
 
and advances to affiliated companies.
(3) Long-lived assets do not include $
426
 
million of net PP&E associated with assets held
 
for sale as of December 31,
2019.
 
See Note 5—Acquisitions and Dispositions, for additional
 
information.
(4) Long-lived assets do not include $
1,236
 
million of net PP&E associated with assets
 
held for sale as of December
31, 2019.
 
See Note 5—Acquisitions and Dispositions, for additional
 
information.
 
 
 
Note 26—New Accounting Standards
 
In June 2016, the FASB issued ASU No. 2016-13, “Measurement of Credit Losses on
 
Financial Instruments”
(ASU No. 2016-13), which sets forth the current
 
expected credit loss model, a new forward-looking
impairment model for certain financial instruments
 
based on expected losses rather than incurred losses.
 
The
ASU is effective for interim and annual periods beginning
 
after December 15, 2019.
 
Entities are required to
adopt ASU No. 2016-13 using a modified retrospective
 
approach, subject to certain limited exceptions.
 
The
impact
 
of adopting this ASU is not expected to be material
 
to our financial statements.
 
 
 
 
150
Oil and Gas Operations
(Unaudited)
 
 
 
 
In accordance with FASB ASC Topic 932, “Extractive Activities—Oil and Gas,” and regulations of the SEC,
we are making certain supplemental disclosures
 
about our oil and gas exploration and production
 
operations.
 
 
These disclosures include information about our
 
consolidated oil and gas activities and our proportionate
 
share
of our equity affiliates’ oil and gas activities in our operating
 
segments.
 
As a result, amounts reported as
equity affiliates in Oil and Gas Operations may differ from
 
those shown in the individual segment disclosures
reported elsewhere in this report.
 
Our disclosures by geographic area include the
 
U.S., Canada, Europe, Asia
Pacific/Middle East, and Africa. Period end proved
 
reserves, capitalized costs, wells and acreage
 
include held-
for-sale assets at December 31, 2019. See Note 5—Asset
 
Acquisitions and Dispositions, in the Notes to
Consolidated Financial Statements, for additional
 
information on held-for-sale assets.
 
 
As required by current authoritative guidelines,
 
the estimated future date when an asset will be permanently
shut down for economic reasons is based on historical
 
12-month first-of-month average prices and current
costs.
 
This estimated date when production will
 
end affects the amount of estimated reserves.
 
Therefore, as
prices and cost levels change from year to year, the estimate of proved
 
reserves also changes.
 
Generally, our
proved reserves decrease as prices decline and increase
 
as prices rise.
 
 
Our proved reserves include estimated quantities
 
related to PSCs, which are reported under the “economic
interest” method, as well as variable-royalty regimes,
 
and are subject to fluctuations in commodity
 
prices,
recoverable operating expenses and capital
 
costs.
 
If costs remain stable, reserve quantities
 
attributable to
recovery of costs will change inversely to changes
 
in commodity prices.
 
For example, if prices increase, then
our applicable reserve quantities would decline.
 
At December 31, 2019, approximately
 
6 percent of our total
proved reserves were under PSCs, located in
 
our Asia Pacific/Middle East geographic
 
reporting area, and 6
percent of our total proved reserves were under
 
a variable-royalty regime, located in our Canada
 
geographic
reporting area.
 
Reserves Governance
 
The recording and reporting of proved reserves
 
are governed by criteria established by regulations
 
of the SEC
and FASB.
 
Proved reserves are those quantities of oil
 
and gas, which, by analysis of geoscience and
engineering data, can be estimated with reasonable
 
certainty to be economically producible—from
 
a given date
forward, from known reservoirs, and under existing
 
economic conditions, operating methods, and government
regulations—prior to the time at which contracts
 
providing the right to operate expire, unless
 
evidence
indicates renewal is reasonably certain, regardless
 
of whether deterministic or probabilistic
 
methods are used
for the estimation.
 
The project to extract the hydrocarbons must
 
have commenced or the operator must be
reasonably certain it will commence the project
 
within a reasonable time.
 
 
Proved reserves are further classified as either
 
developed or undeveloped.
 
Proved developed reserves are
proved reserves that can be expected to be recovered
 
through existing wells with existing equipment
 
and
operating methods, or in which the cost of the required
 
equipment is relatively minor compared
 
with the cost
of a new well, and through installed extraction
 
equipment and infrastructure operational
 
at the time of the
reserves estimate if the extraction is by means not
 
involving a well.
 
Proved undeveloped reserves are proved
reserves expected to be recovered from new
 
wells on undrilled acreage, or from existing wells
 
where a
relatively major expenditure is required for
 
recompletion. Reserves on undrilled acreage
 
are limited to those
directly offsetting development spacing areas that
 
are reasonably certain of production when drilled,
 
unless
evidence provided by reliable technologies exists
 
that establishes reasonable certainty of economic
producibility at greater distances. As defined
 
by SEC regulations, reliable technologies
 
may be used in reserve
estimation when they have been demonstrated
 
in the field to provide reasonably certain results
 
with
consistency and repeatability in the formation
 
being evaluated or in an analogous formation.
 
The technologies
and data used in the estimation of our proved reserves
 
include, but are not limited to, performance-based
 
151
methods, volumetric-based methods, geologic
 
maps, seismic interpretation, well logs, well
 
test data, core data,
analogy and statistical analysis.
 
We have a companywide, comprehensive, SEC-compliant internal policy that
 
governs the determination and
reporting of proved reserves.
 
This policy is applied by the geoscientists
 
and reservoir engineers in our
business units around the world.
 
As part of our internal control process, each
 
business unit’s reserves
processes and controls are reviewed annually by
 
an internal team which is headed by the company’s Manager
of Reserves Compliance and Reporting.
 
This team, composed of internal reservoir engineers,
 
geoscientists,
finance personnel and a senior representative
 
from DeGolyer and MacNaughton (D&M),
 
a third-party
petroleum engineering consulting firm, reviews
 
the business units’ reserves for adherence to SEC
 
guidelines
and company policy through on-site visits,
 
teleconferences and review of documentation.
 
In addition to
providing independent reviews, this internal team
 
also ensures reserves are calculated using
 
consistent and
appropriate standards and procedures.
 
This team is independent of business unit line
 
management and is
responsible for reporting its findings to senior management.
 
The team is responsible for communicating
 
our
reserves policy and procedures and is available
 
for internal peer reviews and consultation
 
on major projects or
technical issues throughout the year.
 
All of our proved reserves held by consolidated
 
companies and our share
of equity affiliates have been estimated by ConocoPhillips.
 
During 2019, our processes and controls used
 
to assess over 90 percent of proved reserves
 
as of December 31,
2019, were reviewed by D&M.
 
The purpose of their review was to assess
 
whether the adequacy and
effectiveness of our internal processes and controls used to
 
determine estimates of proved reserves are
 
in
accordance with SEC regulations.
 
In such review, ConocoPhillips’ technical staff presented D&M with an
overview of the reserves data, as well as the
 
methods and assumptions used in estimating
 
reserves.
 
The data
presented included pertinent seismic information,
 
geologic maps, well logs, production tests, material
 
balance
calculations, reservoir simulation models, well
 
performance data, operating procedures and relevant
 
economic
criteria.
 
Management’s intent in retaining D&M to review its processes and controls
 
was to provide objective
third-party input on these processes and controls.
 
D&M’s opinion was the general processes and controls
employed by ConocoPhillips in estimating
 
its December 31, 2019, proved reserves for
 
the properties reviewed
are in accordance with the SEC reserves definitions.
 
D&M’s report is included as Exhibit 99 of this Annual
Report on Form 10-K.
 
The technical person primarily responsible for
 
overseeing the processes and internal controls
 
used in the
preparation of the company’s reserves estimates is the Manager of Reserves
 
Compliance and Reporting.
 
This
individual holds a master’s degree in petroleum engineering.
 
He is a member of the Society of Petroleum
Engineers with over 25 years of oil and gas industry
 
experience and has held positions of increasing
responsibility in reservoir engineering, subsurface
 
and asset management in the U.S. and
 
several international
field locations.
 
 
Engineering estimates of the quantities of proved reserves
 
are inherently imprecise.
 
See the “Critical
Accounting Estimates” section of Management’s Discussion and
 
Analysis of Financial Condition and Results
of Operations for additional discussion of the
 
sensitivities surrounding these estimates.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
152
Proved Reserves
Years Ended
Crude Oil
December 31
Millions of Barrels
Lower
Total
Asia Pacific/
Alaska
48
U.S.
Canada
Europe
Middle East
Africa
Total
Developed and Undeveloped
Consolidated operations
End of 2016
837
506
1,343
13
303
185
203
2,047
Revisions
113
65
178
1
38
32
-
249
Improved recovery
6
-
6
-
-
-
-
6
Purchases
-
-
-
-
-
-
-
-
Extensions and discoveries
41
210
251
-
-
2
-
253
Production
(60)
(64)
(124)
(1)
(45)
(34)
(7)
(211)
Sales
-
(10)
(10)
(12)
-
-
-
(22)
End of 2017
937
707
1,644
1
296
185
196
2,322
Revisions
72
(90)
(18)
2
24
6
5
19
Improved recovery
2
-
2
-
-
-
-
2
Purchases
233
1
234
-
-
-
-
234
Extensions and discoveries
48
179
227
2
2
1
-
232
Production
(59)
(82)
(141)
(1)
(40)
(33)
(13)
(228)
Sales
-
(12)
(12)
-
(36)
-
-
(48)
End of 2018
1,233
703
1,936
4
246
159
188
2,533
Revisions
40
(36)
4
(1)
18
(5)
23
39
Improved recovery
7
-
7
-
-
-
-
7
Purchases
-
1
1
-
-
-
-
1
Extensions and discoveries
25
226
251
2
-
11
-
264
Production
(74)
(95)
(169)
-
(36)
(31)
(14)
(250)
Sales
-
(2)
(2)
-
(30)
-
-
(32)
End of 2019
1,231
797
2,028
5
198
134
197
2,562
Equity affiliates
End of 2016
-
 
-
-
-
-
 
88
-
 
88
Revisions
-
-
-
-
-
-
-
-
Improved recovery
-
-
-
-
-
-
-
-
Purchases
-
-
-
-
-
-
-
-
Extensions and discoveries
-
-
-
-
-
-
-
-
Production
-
-
-
-
-
(5)
-
(5)
Sales
-
-
-
-
-
-
-
-
End of 2017
-
-
-
-
-
83
-
83
Revisions
-
-
-
-
-
-
-
-
Improved recovery
-
-
-
-
-
-
-
-
Purchases
-
-
-
-
-
-
-
-
Extensions and discoveries
-
-
-
-
-
-
-
-
Production
-
-
-
-
-
(5)
-
(5)
Sales
-
-
-
-
-
-
-
-
End of 2018
-
-
-
-
-
78
-
78
Revisions
-
-
-
-
-
-
-
-
Improved recovery
-
-
-
-
-
-
-
-
Purchases
-
-
-
-
-
-
-
-
Extensions and discoveries
-
-
-
-
-
-
-
-
Production
-
-
-
-
-
(5)
-
(5)
Sales
-
-
-
-
-
-
-
-
End of 2019
-
-
-
-
-
73
-
73
Total
 
company
End of 2016
837
506
1,343
13
303
273
203
2,135
End of 2017
937
707
1,644
1
296
268
196
2,405
End of 2018
1,233
703
1,936
4
246
237
188
2,611
End of 2019
1,231
797
2,028
5
198
207
197
2,635
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
153
Years Ended
Crude Oil
December 31
Millions of Barrels
Lower
Total
Asia Pacific/
Alaska
48
U.S.
Canada
Europe
Middle East
Africa
Total
Developed
Consolidated operations
End of 2016
747
256
1,003
13
184
106
203
1,509
End of 2017
828
315
1,143
1
190
121
196
1,651
End of 2018
1,058
346
1,404
2
192
113
185
1,896
End of 2019
1,048
334
1,382
3
149
94
181
1,809
Equity affiliates
End of 2016
-
-
-
-
-
88
-
88
End of 2017
-
-
-
-
-
83
-
83
End of 2018
-
-
-
-
-
78
-
78
End of 2019
-
-
-
-
-
73
-
73
Undeveloped
Consolidated operations
End of 2016
90
250
340
-
119
79
-
538
End of 2017
109
392
501
-
106
64
-
671
End of 2018
175
357
532
2
54
46
3
637
End of 2019
183
463
646
2
49
40
16
753
Equity affiliates
End of 2016
-
-
-
-
-
-
-
-
End of 2017
-
-
-
-
-
-
-
-
End of 2018
-
-
-
-
-
-
-
-
End of 2019
-
-
-
-
-
-
-
-
 
 
Notable changes in proved crude oil reserves
 
in the three years ended December 31, 2019,
 
included:
 
 
Revisions
: In 2019, Alaska upward revisions were due to
 
cost and technical revisions of 74 million barrels,
 
partially
offset by downward price revisions of 34 million barrels.
 
Upward revisions in Europe and Africa
 
were primarily due to
infill drilling and technical
 
revisions.
 
Downward revisions in Lower 48 were due
 
to changes in development timing for
specific well locations from the unconventional plays
 
of 71 million barrels and price revisions
 
of 22 million barrels,
partially offset by upward revisions related to infill
 
drilling and improved well performance of 57 million
 
barrels.
 
 
In 2018, downward revisions in Lower 48 were
 
primarily due to changes in development
 
timing for specific well
locations from the unconventional plays and are
 
more than offset by increases in planned well locations
 
in the
unconventional plays in the extensions and discoveries
 
category.
 
Downward revisions in Lower 48 due to development
timing were partially offset by higher prices. Revisions in
 
Alaska, Europe and Asia Pacific/Middle
 
East were primarily
due to higher prices.
 
 
In 2017, revisions in Alaska, Lower 48, Europe
 
and Asia Pacific/Middle East were primarily
 
due to higher prices.
 
 
Purchases:
 
In 2018, Alaska purchases were due to the
 
Greater Kuparuk Area and Western North Slope acquisitions.
 
 
 
 
 
154
 
Extensions and discoveries
: In 2019, extensions and discoveries in
 
Lower 48 were due to planned development to
 
add
specific well locations from the unconventional plays
 
which more than offset the decreases in the revisions
 
category.
 
In Asia Pacific/Middle East, increases were
 
due to sanctioning of development programs
 
in China and Malaysia.
 
In 2018, extensions and discoveries in Lower 48
 
were primarily due to changes in the development
 
strategy to add
specific well locations from the unconventional plays.
 
Extensions and discoveries in Alaska
 
were driven by drilling
success in Western North Slope.
 
In 2017, extensions and discoveries in Lower 48
 
were primarily due to continued drilling success
 
in the Permian
Unconventional, Eagle Ford and Bakken.
 
 
 
Sales
: In 2019, Europe sales represent the disposition
 
of the U.K. assets. In 2018, Europe sales
 
were due to the
disposition of a subsidiary that held 16.5 percent
 
of our 24 percent interest in the Clair Field
 
in the U.K.
 
In 2017,
Canada sales were due to the disposition of
 
a majority of our western Canada assets.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
155
Years Ended
Natural Gas Liquids
December 31
Millions of Barrels
Lower
Total
Asia Pacific/
Alaska
48
U.S.
Canada
Europe
Middle East
Total
Developed and Undeveloped
Consolidated operations
End of 2016
107
278
385
48
19
5
457
Revisions
4
29
33
-
2
1
36
Improved recovery
-
-
-
-
-
-
-
Purchases
-
-
-
-
-
-
-
Extensions and discoveries
-
71
71
-
-
1
72
Production
(5)
(24)
(29)
(3)
(3)
(2)
(37)
Sales
-
(130)
(130)
(44)
-
-
(174)
End of 2017
106
224
330
1
18
5
354
Revisions
5
(25)
(20)
-
1
(1)
(20)
Improved recovery
-
-
-
-
-
-
-
Purchases
-
-
-
-
-
-
-
Extensions and discoveries
-
69
69
-
1
-
70
Production
(5)
(25)
(30)
-
(3)
(1)
(34)
Sales
-
(21)
(21)
-
-
-
(21)
End of 2018
106
222
328
1
17
3
349
Revisions
(1)
(11)
(12)
-
3
(1)
(10)
Improved recovery
-
-
-
-
-
-
-
Purchases
-
-
-
-
-
-
-
Extensions and discoveries
-
62
62
1
-
-
63
Production
(5)
(28)
(33)
-
(3)
(1)
(37)
Sales
-
-
-
-
(4)
-
(4)
End of 2019
100
245
345
2
13
1
361
Equity affiliates
End of 2016
-
 
-
-
-
-
 
47
47
Revisions
-
-
-
-
-
-
-
Improved recovery
-
-
-
-
-
-
-
Purchases
-
-
-
-
-
-
-
Extensions and discoveries
-
-
-
-
-
-
-
Production
-
-
-
-
-
(2)
(2)
Sales
-
-
-
-
-
-
-
End of 2017
-
-
-
-
-
45
45
Revisions
-
-
-
-
-
-
-
Improved recovery
-
-
-
-
-
-
-
Purchases
-
-
-
-
-
-
-
Extensions and discoveries
-
-
-
-
-
-
-
Production
-
-
-
-
-
(3)
(3)
Sales
-
-
-
-
-
-
-
End of 2018
-
-
-
-
-
42
42
Revisions
-
-
-
-
-
-
-
Improved recovery
-
-
-
-
-
-
-
Purchases
-
-
-
-
-
-
-
Extensions and discoveries
-
-
-
-
-
-
-
Production
-
-
-
-
-
(3)
(3)
Sales
-
-
-
-
-
-
-
End of 2019
-
-
-
-
-
39
39
Total
 
company
End of 2016
107
278
385
48
19
52
504
End of 2017
106
224
330
1
18
50
399
End of 2018
106
222
328
1
17
45
391
End of 2019
100
245
345
2
13
40
400
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
156
Years Ended
Natural Gas Liquids
December 31
Millions of Barrels
Lower
Total
Asia Pacific/
Alaska
48
U.S.
Canada
Europe
Middle East
Total
Developed
Consolidated operations
End of 2016
107
209
316
47
15
5
383
End of 2017
106
101
207
1
16
2
226
End of 2018
106
97
203
-
15
3
221
End of 2019
100
99
199
1
10
1
211
Equity affiliates
End of 2016
-
-
-
-
-
47
47
End of 2017
-
-
-
-
-
45
45
End of 2018
-
-
-
-
-
42
42
End of 2019
-
-
-
-
-
39
39
Undeveloped
Consolidated operations
End of 2016
-
69
69
1
4
-
74
End of 2017
-
123
123
-
2
3
128
End of 2018
-
125
125
1
2
-
128
End of 2019
-
146
146
1
3
-
150
Equity affiliates
End of 2016
-
-
-
-
-
-
-
End of 2017
-
-
-
-
-
-
-
End of 2018
-
-
-
-
-
-
-
End of 2019
-
-
-
-
-
-
-
 
 
Notable changes in proved NGL reserves in the three
 
years ended December 31, 2019,
 
included:
 
 
Revisions
: In 2019, downward revisions in Lower 48
 
were due to changes in development timing
 
for specific well
locations from the unconventional plays of 32 million
 
barrels and price revisions of 11 million barrels, partially
 
offset
by upward revisions related to infill drilling
 
and improved well performance of 32 million barrels.
 
In 2018, downward revisions in Lower 48 were
 
primarily due to changes in development
 
timing for specific well
locations from the unconventional plays and are
 
more than offset by increases in planned well locations
 
in the
unconventional plays in the extensions and discoveries
 
category.
 
 
In 2017, revisions in Lower 48 were primarily
 
due to higher prices.
 
 
Extensions and discoveries
: In 2019, extensions and discoveries in
 
Lower 48 were due to planned development to add
specific well locations from the unconventional plays
 
which more than offset the decreases in the revisions
 
category.
 
In 2018, extensions and discoveries in Lower 48
 
were primarily due to changes in the development
 
strategy to add
specific well locations from the unconventional plays.
 
 
In 2017, extensions and discoveries in Lower 48
 
were primarily due to continued drilling success
 
in the Permian
Unconventional, Eagle Ford and Bakken.
 
 
Sales
: In 2019, Europe sales represent the disposition
 
of the U.K. assets.
 
In 2018, Lower 48 sales were primarily
 
due to
the disposition of our interests in the Barnett.
 
In 2017, Lower 48 sales were due to the
 
disposition of our interests in the
San Juan Basin and Panhandle assets, while Canada
 
sales were due to the disposition of a majority
 
of our western
Canada assets.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
157
Years Ended
Natural Gas
December 31
Billions of Cubic Feet
Lower
Total
Asia Pacific/
Alaska
48
U.S.
Canada
Europe
Middle East
Africa
Total
Developed and Undeveloped
Consolidated operations
End of 2016
2,102
4,714
6,816
1,037
1,238
1,526
227
10,844
Revisions
287
460
747
8
167
16
-
938
Improved recovery
-
-
-
-
-
-
-
-
Purchases
-
-
-
-
-
-
-
-
Extensions and discoveries
2
582
584
3
-
23
-
610
Production
(71)
(338)
(409)
(71)
(188)
(267)
(3)
(938)
Sales
-
(2,885)
(2,885)
(966)
-
-
-
(3,851)
End of 2017
2,320
2,533
4,853
11
1,217
1,298
224
7,603
Revisions
150
(283)
(133)
9
86
4
-
(34)
Improved recovery
-
-
-
-
-
-
-
-
Purchases
335
1
336
-
-
-
-
336
Extensions and discoveries
2
527
529
11
110
23
-
673
Production
(71)
(237)
(308)
(5)
(188)
(246)
(10)
(757)
Sales
-
(223)
(223)
-
(13)
-
-
(236)
End of 2018
2,736
2,318
5,054
26
1,212
1,079
214
7,585
Revisions
30
(113)
(83)
(2)
160
147
21
243
Improved recovery
-
-
-
-
-
-
-
-
Purchases
-
2
2
-
-
-
-
2
Extensions and discoveries
7
483
490
23
-
1
-
514
Production
(85)
(252)
(337)
(4)
(178)
(250)
(11)
(780)
Sales
-
(7)
(7)
-
(298)
-
-
(305)
End of 2019
2,688
2,431
5,119
43
896
977
224
7,259
Equity affiliates
End of 2016
-
-
-
-
-
4,381
-
4,381
Revisions
-
-
-
-
-
111
-
111
Improved recovery
-
-
-
-
-
-
-
-
Purchases
-
-
-
-
-
-
-
-
Extensions and discoveries
-
-
-
-
-
185
-
185
Production
-
-
-
-
-
(374)
-
(374)
Sales
-
-
-
-
-
-
-
-
End of 2017
-
-
-
-
-
4,303
-
4,303
Revisions
-
-
-
-
-
280
-
280
Improved recovery
-
-
-
-
-
-
-
-
Purchases
-
-
-
-
-
-
-
-
Extensions and discoveries
-
-
-
-
-
362
-
362
Production
-
-
-
-
-
(381)
-
(381)
Sales
-
-
-
-
-
-
-
-
End of 2018
-
-
-
-
-
4,564
-
4,564
Revisions
-
-
-
-
-
(7)
-
(7)
Improved recovery
-
-
-
-
-
-
-
-
Purchases
-
-
-
-
-
-
-
-
Extensions and discoveries
-
-
-
-
-
252
-
252
Production
-
-
-
-
-
(388)
-
(388)
Sales
-
-
-
-
-
-
-
-
End of 2019
-
-
-
-
-
4,421
-
4,421
Total
 
company
End of 2016
2,102
4,714
6,816
1,037
1,238
5,907
227
15,225
End of 2017
2,320
2,533
4,853
11
1,217
5,601
224
11,906
End of 2018
2,736
2,318
5,054
26
1,212
5,643
214
12,149
End of 2019
2,688
2,431
5,119
43
896
5,398
224
11,680
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
158
Years Ended
Natural Gas
December 31
Billions of Cubic Feet
Lower
Total
Asia Pacific/
Alaska
48
U.S.
Canada
Europe
Middle East
Africa
Total
Developed
Consolidated operations
End of 2016
2,094
4,199
6,293
1,031
998
1,188
227
9,737
End of 2017
2,310
1,597
3,907
11
997
945
224
6,084
End of 2018
2,720
1,427
4,147
17
1,052
758
214
6,188
End of 2019
2,601
1,398
3,999
30
697
843
224
5,793
Equity affiliates
End of 2016
-
-
-
-
-
4,110
-
4,110
End of 2017
-
-
-
-
-
4,044
-
4,044
End of 2018
-
-
-
-
-
4,059
-
4,059
End of 2019
-
-
-
-
-
3,898
-
3,898
Undeveloped
Consolidated operations
End of 2016
8
515
523
6
240
338
-
1,107
End of 2017
10
936
946
-
220
353
-
1,519
End of 2018
16
891
907
9
160
321
-
1,397
End of 2019
87
1,033
1,120
13
199
134
-
1,466
Equity affiliates
End of 2016
-
-
-
-
-
271
-
271
End of 2017
-
-
-
-
-
259
-
259
End of 2018
-
-
-
-
-
505
-
505
End of 2019
-
-
-
-
-
523
-
523
 
 
Natural gas production in the reserves table may differ from
 
gas production (delivered for sale) in our statistics
 
disclosure,
primarily because the quantities above include
 
gas consumed in production operations.
 
Quantities consumed in production
operations are not significant in the periods presented.
 
The value of net production consumed in operations
 
is not reflected in
net revenues and production expenses, nor do the
 
volumes impact the respective per unit metrics.
 
Reserve volumes include natural gas to be consumed
 
in operations of 3,141 Bcf,
 
3,131 Bcf, and 3,825 Bcf as of December 31,
2019, 2018 and 2017, respectively.
 
These volumes are not included in the calculation
 
of our Standardized Measure of
Discounted Future Net Cash Flows Relating to
 
Proved Oil and Gas Reserve Quantities.
 
Natural gas reserves are computed at 14.65 pounds
 
per square inch absolute and 60 degrees
 
Fahrenheit.
 
 
Notable changes in proved natural gas reserves
 
in the three years ended December 31, 2019, included:
 
 
Revisions
: In 2019, upward revisions in Europe were due
 
to technical and cost revisions.
 
In Asia Pacific/Middle East
upward revisions were primarily due to the Indonesia
 
Corridor PSC term extension.
 
Downward revisions in Lower 48
were due to changes in development timing
 
for specific well locations from the unconventional
 
plays of 207 Bcf and
price revisions of 125 Bcf, partially offset by upward revisions
 
related to infill drilling and improved well performance
of 219 Bcf.
 
In 2018, downward revisions in Lower 48 were
 
primarily due to changes in development
 
timing for specific well
locations from the unconventional plays and are
 
more than offset by increases in planned well locations
 
in the
unconventional plays in the extensions and discoveries
 
category.
 
Downward revisions in Lower 48 due to development
timing were partially offset by higher prices.
 
Revisions in Alaska, Canada, Europe and our equity
 
affiliates in Asia
Pacific/Middle East were primarily due to higher prices.
 
 
In 2017, revisions in Alaska, Lower 48 and
 
Europe were primarily due to higher prices.
 
 
 
 
159
 
 
Purchases
: In 2018, Alaska purchases were due to
 
the Greater Kuparuk Area and Western North Slope acquisitions.
 
 
Extensions and discoveries
: In 2019, extensions and discoveries in
 
Lower 48 were due to planned development to
 
add
specific well locations from the unconventional plays
 
which more than offset the decreases in the revisions
 
category.
 
Extensions and discoveries in our equity affiliates were
 
due to ongoing development in APLNG.
 
In 2018, extensions and discoveries in Lower 48
 
were primarily due to changes in the development
 
strategy to add
specific well locations from the unconventional plays.
 
Extensions and discoveries in Canada,
 
Europe and our equity
affiliates in Asia Pacific/Middle East were primarily
 
driven by ongoing drilling successes in Montney, Norway and
APLNG, respectively.
 
 
In 2017, extensions and discoveries in Lower 48
 
were primarily due to continued drilling success
 
in the Permian
Unconventional, Eagle Ford and Bakken.
 
 
Sales
: In 2019, Europe
 
sales represent the disposition of the U.K.
 
assets.
 
In 2018, Lower 48 sales were primarily
 
due to
the disposition of our interest in Barnett.
 
In 2017, Lower 48 sales were due to the disposition
 
of our interests in the San
Juan Basin and Panhandle assets, while Canada sales
 
were due to the disposition of a majority
 
of our western Canada
assets.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
160
Years Ended
Bitumen
December 31
Millions of Barrels
Canada
Developed and Undeveloped
Consolidated operations
End of 2016
159
Revisions
16
Improved recovery
-
Purchases
-
Extensions and discoveries
96
Production
(21)
Sales
-
End of 2017
250
Revisions
10
Improved recovery
-
Purchases
-
Extensions and discoveries
-
Production
(24)
Sales
-
End of 2018
236
Revisions
37
Improved recovery
-
Purchases
-
Extensions and discoveries
31
Production
(22)
Sales
-
End of 2019
282
Equity affiliates
End of 2016
1,089
Revisions
-
Improved recovery
-
Purchases
-
Extensions and discoveries
-
Production
(23)
Sales
(1,066)
End of 2017
-
Revisions
Improved recovery
Purchases
Extensions and discoveries
Production
Sales
End of 2018
Revisions
Improved recovery
Purchases
Extensions and discoveries
Production
Sales
End of 2019
Total
 
company
End of 2016
1,248
End of 2017
250
End of 2018
236
End of 2019
282
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
161
Years Ended
Bitumen
December 31
Millions of Barrels
Canada
Developed
Consolidated operations
End of 2016
159
End of 2017
154
End of 2018
155
End of 2019
187
Equity affiliates
End of 2016
322
End of 2017
-
End of 2018
-
End of 2019
-
Undeveloped
Consolidated operations
End of 2016
-
End of 2017
96
End of 2018
81
End of 2019
95
Equity affiliates
End of 2016
767
End of 2017
-
End of 2018
-
End of 2019
-
 
 
Notable changes in proved bitumen reserves
 
in the three years ended December 31, 2019,
 
included:
 
 
 
Revisions
: In 2019, upward revisions in Canada were due
 
to technical revisions in Surmont of 70
million barrels, partially offset by downward revisions
 
due to changes in development timing
 
for
specific pad locations from the Surmont development
 
program of 31 million
 
barrels.
 
In 2018 and 2017,
 
revisions were primarily due to higher
 
prices at Surmont.
 
 
Extensions and discoveries
: In 2019, extensions and discoveries in
 
Canada were due to planned
development to add specific pad locations from
 
the Surmont development program, which
 
offset the
decrease in the revisions category of 31 million
 
barrels.
 
In 2017, extensions and discoveries were primarily
 
due to higher prices at Surmont, which allowed
undeveloped reserves previously de-booked due
 
to low prices to be recognized.
 
 
 
Sales
: In 2017, sales were due to the disposition of
 
our 50 percent interest in the FCCL Partnership
 
in
Canada.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
162
Years Ended
Total Proved
 
Reserves
December 31
Millions of Barrels of Oil Equivalent
Lower
Total
Asia Pacific/
Alaska
48
U.S.
Canada
Europe
Middle East
Africa
Total
Developed and Undeveloped
Consolidated operations
End of 2016
1,294
1,570
2,864
393
528
444
241
4,470
Revisions
166
170
336
18
68
36
-
458
Improved recovery
6
-
6
-
-
-
-
6
Purchases
-
-
-
-
-
-
-
-
Extensions and discoveries
41
378
419
97
-
7
-
523
Production
(77)
(144)
(221)
(37)
(79)
(81)
(8)
(426)
Sales
-
(621)
(621)
(217)
-
-
-
(838)
End of 2017
1,430
1,353
2,783
254
517
406
233
4,193
Revisions
102
(161)
(59)
12
40
5
6
4
Improved recovery
2
-
2
-
-
-
-
2
Purchases
289
1
290
-
-
-
-
290
Extensions and discoveries
48
335
383
4
21
6
-
414
Production
(76)
(146)
(222)
(25)
(75)
(75)
(15)
(412)
Sales
-
(70)
(70)
-
(38)
-
-
(108)
End of 2018
1,795
1,312
3,107
245
465
342
224
4,383
Revisions
44
(67)
(23)
36
48
19
26
106
Improved recovery
7
-
7
-
-
-
-
7
Purchases
-
2
2
-
-
-
-
2
Extensions and discoveries
26
368
394
38
-
11
-
443
Production
(93)
(165)
(258)
(23)
(68)
(74)
(16)
(439)
Sales
-
(3)
(3)
-
(85)
-
-
(88)
End of 2019
1,779
1,447
3,226
296
360
298
234
4,414
Equity affiliates
End of 2016
-
-
-
1,089
-
865
-
1,954
Revisions
-
-
-
-
-
18
-
18
Improved recovery
-
-
-
-
-
-
-
-
Purchases
-
-
-
-
-
-
-
-
Extensions and discoveries
-
-
-
-
-
31
-
31
Production
-
-
-
(23)
-
(69)
-
(92)
Sales
-
-
-
(1,066)
-
-
-
(1,066)
End of 2017
-
-
-
-
-
845
-
845
Revisions
-
-
-
-
-
46
-
46
Improved recovery
-
-
-
-
-
-
-
-
Purchases
-
-
-
-
-
-
-
-
Extensions and discoveries
-
-
-
-
-
60
-
60
Production
-
-
-
-
-
(71)
-
(71)
Sales
-
-
-
-
-
-
-
-
End of 2018
-
-
-
-
-
880
-
880
Revisions
-
-
-
-
-
(1)
-
(1)
Improved recovery
-
-
-
-
-
-
-
-
Purchases
-
-
-
-
-
-
-
-
Extensions and discoveries
-
-
-
-
-
42
-
42
Production
-
-
-
-
-
(73)
-
(73)
Sales
-
-
-
-
-
-
-
-
End of 2019
-
-
-
-
-
848
-
848
Total
 
company
End of 2016
1,294
1,570
2,864
1,482
528
1,309
241
6,424
End of 2017
1,430
1,353
2,783
254
517
1,251
233
5,038
End of 2018
1,795
1,312
3,107
245
465
1,222
224
5,263
End of 2019
1,779
1,447
3,226
296
360
1,146
234
5,262
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
163
Years Ended
Total Proved
 
Reserves
December 31
Millions of Barrels of Oil Equivalent
Lower
Total
Asia Pacific/
Alaska
48
U.S.
Canada
Europe
Middle East
Africa
Total
Developed
Consolidated operations
End of 2016
1,203
1,165
2,368
391
365
309
241
3,674
End of 2017
1,319
682
2,001
158
372
281
233
3,045
End of 2018
1,617
681
2,298
160
382
244
221
3,305
End of 2019
1,582
666
2,248
197
275
236
218
3,174
Equity affiliates
End of 2016
-
-
-
322
-
820
-
1,142
End of 2017
-
-
-
-
-
802
-
802
End of 2018
-
-
-
-
-
796
-
796
End of 2019
-
-
-
-
-
761
-
761
Undeveloped
Consolidated operations
End of 2016
91
405
496
2
163
135
-
796
End of 2017
111
671
782
96
145
125
-
1,148
End of 2018
178
631
809
85
83
98
3
1,078
End of 2019
197
781
978
99
85
62
16
1,240
Equity affiliates
End of 2016
-
-
-
767
-
45
-
812
End of 2017
-
-
-
-
-
43
-
43
End of 2018
-
-
-
-
-
84
-
84
End of 2019
-
-
-
-
-
87
-
87
 
 
Natural gas reserves are converted to barrels
 
of oil equivalent (BOE) based on a 6:1 ratio:
 
six MCF of natural gas converts to
one BOE.
 
Proved Undeveloped Reserves
 
We had 1,327 MMBOE of PUDs at year-end 2019,
 
compared with 1,162 MMBOE at year-end 2018.
 
The following table
shows changes in total proved undeveloped reserves
 
for 2019:
 
Proved Undeveloped Reserves
Millions of Barrels of
Oil Equivalent
End of 2018
1,162
Transfers to proved developed
(286)
Revisions
(5)
Improved recovery
7
Purchases
1
Extensions and discoveries
468
Sales
(20)
End of 2019
1,327
 
 
Transfers to proved developed reserves were driven by the ongoing
 
development of our assets. Approximately half
 
of the
transfers were from the development of our
 
Lower 48 unconventional plays. The remainder
 
of transfers were from development
across the Asia Pacific/Middle East, Alaska, Europe
 
and Canada regions.
 
 
 
164
Downward revisions were driven by changes in
 
development timing of 166 MMBOE primarily
 
in Lower 48 and Canada,
largely offset by upward revisions for infill drilling of 147 MMBOE
 
primarily in Lower 48, Europe, Alaska and
 
Africa.
 
Extensions and discoveries were largely driven by an addition
 
of 358 MMBOE in Lower 48 for the continued development
 
of
unconventional plays. The remaining extensions
 
and discoveries were driven by the continued
 
development planned in Alaska,
Canada and Asia Pacific/Middle East.
 
 
Sales were due to the disposition of the U.K.
 
assets.
 
At December 31, 2019, our PUDs represented
 
25 percent of total proved reserves, compared
 
with 22 percent at December 31,
2018.
 
Costs incurred for the year ended December
 
31, 2019, relating to the development of PUDs
 
were $4.6 billion.
 
A portion
of our costs incurred each year relates to
 
development projects where the PUDs will be
 
converted to proved developed reserves
in future years.
 
 
At the end of 2019, more than 90 percent of total
 
PUDs were under development or scheduled for
 
development within five
years of initial disclosure. The remainder are to
 
be developed as parts of major projects ongoing
 
in our Canada, Asia
Pacific/Middle East and Europe regions.
 
All major development areas are currently producing
 
and are expected to have PUDs
convert to proved developed over time.
 
Of our total PUDs at year-end 2019, 81 percent are
 
in North America, and 95 percent of
these reserve volumes are planned for development
 
within five years of initial disclosure.
 
Results of Operations
 
 
The company’s results of operations from oil and gas activities
 
for the years 2019, 2018 and 2017 are shown in the
 
following
tables.
 
Non-oil and gas activities, such as pipeline and marine
 
operations, LNG operations, crude oil and gas marketing
activities, and the profit element of transportation
 
operations in which we have an ownership
 
interest are excluded.
 
Additional
information about selected line items within the
 
results of operations tables is shown below:
 
 
Sales include sales to unaffiliated entities attributable
 
primarily to the company’s net working interests and royalty
interests.
 
Sales are net of fees to transport our produced hydrocarbons
 
beyond the production function to a final
delivery point using transportation operations which
 
are not consolidated.
 
 
Transportation costs reflect fees to transport our produced hydrocarbons
 
beyond the production function to a final
delivery point using transportation operations which
 
are consolidated.
 
 
 
Other revenues include gains and losses from asset
 
sales, certain amounts resulting from
 
the purchase and sale of
hydrocarbons, and other miscellaneous income.
 
 
Production costs include costs incurred to operate
 
and maintain wells, related equipment and facilities
 
used in the
production of petroleum liquids and natural gas.
 
 
Taxes other than income taxes include production, property and other non-income
 
taxes.
 
 
Depreciation of support equipment is reclassified
 
as applicable.
 
 
 
Other related expenses include inventory fluctuations,
 
foreign currency transaction gains and losses
 
and other
miscellaneous expenses.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
165
Results of Operations
Year Ended
Millions of Dollars
December 31, 2019
Lower
Total
 
 
Asia Pacific/
Other
Alaska
48
U.S.
Canada
Europe
Middle East
Africa
Areas
Total
Consolidated operations
Sales
$
4,883
6,356
11,239
709
3,207
3,032
919
-
19,106
Transfers
4
-
4
-
-
449
-
-
453
Transportation costs
(629)
-
(629)
-
-
(41)
-
-
(670)
Other revenues
61
78
139
86
1,785
12
101
326
2,449
Total revenues
4,319
6,434
10,753
795
4,992
3,452
1,020
326
21,338
Production costs excluding taxes
1,235
1,578
2,813
380
741
619
70
(8)
4,615
Taxes other than income taxes
308
437
745
18
32
54
3
(2)
850
Exploration expenses
97
430
527
32
69
80
5
33
746
Depreciation, depletion and
 
amortization
700
2,804
3,504
230
842
1,172
37
-
5,785
Impairments
-
402
402
2
1
-
-
-
405
Other related expenses
(12)
116
104
(38)
(42)
58
22
10
114
Accretion
62
49
111
7
142
43
-
-
303
1,929
618
2,547
164
3,207
1,426
883
293
8,520
Income tax provision (benefit)
444
147
591
(74)
591
458
833
7
2,406
Results of operations
$
1,485
471
1,956
238
2,616
968
50
286
6,114
Equity affiliates
Sales
$
-
-
-
-
-
599
-
-
599
Transfers
-
-
-
-
-
2,229
-
-
2,229
Transportation costs
-
-
-
-
-
-
-
-
-
Other revenues
-
-
-
-
-
31
-
-
31
Total revenues
-
-
-
-
-
2,859
-
-
2,859
Production costs excluding taxes
-
-
-
-
-
335
-
-
335
Taxes other than income taxes
-
-
-
-
-
820
-
-
820
Exploration expenses
-
-
-
-
-
-
-
-
-
Depreciation, depletion and
 
amortization
-
-
-
-
-
579
-
-
579
Impairments
-
-
-
-
-
-
-
-
-
Other related expenses
-
-
-
-
-
11
-
-
11
Accretion
-
-
-
-
-
16
-
-
16
-
-
-
-
-
1,098
-
-
1,098
Income tax provision (benefit)
-
-
-
-
-
170
-
-
170
Results of operations
$
-
-
-
-
-
928
-
-
928
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
166
Year Ended
Millions of Dollars
December 31, 2018
Lower
Total
 
 
Asia Pacific/
Other
Alaska
48
U.S.
Canada
Europe
Middle East
Africa
Areas
Total
Consolidated operations
Sales
$
4,816
6,573
11,389
582
4,449
3,177
950
-
20,547
Transfers
5
-
5
-
-
545
-
-
550
Transportation costs
(722)
-
(722)
-
-
(45)
-
-
(767)
Other revenues
335
213
548
164
737
6
110
432
1,997
Total revenues
4,434
6,786
11,220
746
5,186
3,683
1,060
432
22,327
Production costs excluding taxes
964
1,533
2,497
417
856
646
62
2
4,480
Taxes other than income taxes
357
432
789
21
33
95
3
-
941
Exploration expenses
59
176
235
21
57
43
(4)
20
372
Depreciation, depletion and
 
amortization
616
2,279
2,895
313
1,070
1,186
33
-
5,497
Impairments
1
64
65
9
(78)
14
-
-
10
Other related expenses
16
63
79
56
(62)
(19)
1
(1)
54
Accretion
56
51
107
7
178
39
-
-
331
2,365
2,188
4,553
(98)
3,132
1,679
965
411
10,642
Income tax provision (benefit)
419
466
885
(114)
1,354
683
926
(8)
3,726
Results of operations
$
1,946
1,722
3,668
16
1,778
996
39
419
6,916
Equity affiliates
Sales
$
-
-
-
-
-
758
-
-
758
Transfers
-
-
-
-
-
2,018
-
-
2,018
Transportation costs
-
-
-
-
-
-
-
-
-
Other revenues
-
-
-
-
-
(6)
-
-
(6)
Total revenues
-
-
-
-
-
2,770
-
-
2,770
Production costs excluding taxes
-
-
-
-
-
321
-
-
321
Taxes other than income taxes
-
-
-
-
-
804
-
-
804
Exploration expenses
-
-
-
-
-
-
-
-
-
Depreciation, depletion and
 
amortization
-
-
-
-
-
640
-
-
640
Impairments
-
-
-
-
-
-
-
-
-
Other related expenses
-
-
-
-
-
(4)
-
-
(4)
Accretion
-
-
-
-
-
15
-
-
15
-
-
-
-
-
994
-
-
994
Income tax provision (benefit)
-
-
-
-
-
103
-
-
103
Results of operations
$
-
-
-
-
-
891
-
-
891
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
167
Year Ended
Millions of Dollars
December 31, 2017
Lower
Total
 
 
Asia Pacific/
 
Other
Alaska
48
U.S.
Canada
Europe
Middle East
Africa
Areas
Total
Consolidated operations
Sales
$
3,542
4,557
8,099
705
3,527
2,752
487
-
15,570
Transfers
4
-
4
-
-
411
-
-
415
Transportation costs
(706)
-
(706)
-
-
(80)
-
-
(786)
Other revenues
14
28
42
2,158
68
11
48
322
2,649
Total revenues
2,854
4,585
7,439
2,863
3,595
3,094
535
322
17,848
Production costs excluding taxes
947
1,607
2,554
604
770
566
44
(1)
4,537
Taxes other than income taxes
275
318
593
33
32
39
2
-
699
Exploration expenses
83
584
667
22
45
97
61
45
937
Depreciation, depletion and
 
amortization
730
2,685
3,415
438
1,234
1,283
16
-
6,386
Impairments
179
3,969
4,148
22
46
-
-
-
4,216
Other related expenses
(7)
62
55
7
57
60
6
-
185
Accretion
52
63
115
16
172
37
-
-
340
595
(4,703)
(4,108)
1,721
1,239
1,012
406
278
548
Income tax provision (benefit)
(669)
(2,401)
(3,070)
(651)
702
363
428
11
(2,217)
Results of operations
$
1,264
(2,302)
(1,038)
2,372
537
649
(22)
267
2,765
Equity affiliates
Sales
$
-
-
-
528
-
563
-
-
1,091
Transfers
-
-
-
-
-
1,398
-
-
1,398
Transportation costs
-
-
-
-
-
-
-
-
-
Other revenues
-
-
-
5
-
-
-
-
5
Total revenues
-
-
-
533
-
1,961
-
-
2,494
Production costs excluding taxes
-
-
-
174
-
363
-
-
537
Taxes other than income taxes
-
-
-
7
-
604
-
-
611
Exploration expenses
-
-
-
1
-
1,699
-
-
1,700
Depreciation, depletion and
 
-
-
-
-
-
-
-
-
amortization
-
-
-
150
-
617
-
-
767
Impairments
-
-
-
-
-
1,717
-
-
1,717
Other related expenses
-
-
-
4
-
22
-
19
45
Accretion
-
-
-
2
-
11
-
-
13
-
-
-
195
-
(3,072)
-
(19)
(2,896)
Income tax provision (benefit)
-
-
-
26
-
(998)
-
13
(959)
Results of operations
$
-
-
-
169
-
(2,074)
-
(32)
(1,937)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
168
Statistics
 
Net Production
2019
2018
2017
Thousands of Barrels Daily
Crude Oil
 
Consolidated operations
Alaska
 
202
171
167
Lower 48
266
229
180
United States
468
400
347
Canada
1
1
3
Europe
100
113
122
Asia Pacific/Middle East
85
89
93
Africa
38
36
20
Total consolidated
 
operations
692
639
585
Equity affiliates—
Asia Pacific/Middle East
13
14
14
Total company
705
653
599
Greater Prudhoe Area
 
(Alaska)*
66
71
74
Natural Gas Liquids
Consolidated operations
Alaska
 
15
14
14
Lower 48
81
69
69
United States
96
83
83
Canada
-
1
9
Europe
7
8
8
Asia Pacific/Middle East
4
3
4
Total consolidated
 
operations
107
95
104
Equity affiliates—
Asia Pacific/Middle East
8
7
7
Total company
115
102
111
Greater Prudhoe Area
 
(Alaska)*
15
14
14
Bitumen
Consolidated operations—
Canada
60
66
59
Equity affiliates—
Canada
 
63
Total company
60
66
122
Natural Gas
Millions of Cubic Feet Daily
Consolidated operations
Alaska
7
6
7
Lower 48
622
596
898
United States
629
602
905
Canada
9
12
187
Europe
447
475
476
Asia Pacific/Middle East
637
626
687
Africa
31
28
8
Total consolidated
 
operations
1,753
1,743
2,263
Equity affiliates—
Asia Pacific/Middle East
1,052
1,031
1,007
Total company
2,805
2,774
3,270
Greater Prudhoe Area
 
(Alaska)*
4
5
5
*At year-end 2019, the Greater Prudhoe Area in Alaska contained more than 15% of total proved reserves.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
169
Average Sales
 
Prices
2019
2018
2017
Crude Oil Per Barrel
 
Consolidated operations
Alaska
$
55.85
60.23
42.69
Lower 48
55.30
62.99
47.36
United States
55.54
61.75
45.01
Canada
40.87
48.73
43.69
Europe
65.12
70.98
54.04
Asia Pacific/Middle East
65.02
70.93
54.38
Africa
64.47
69.83
55.11
Total international
64.85
70.67
54.16
Total consolidated
 
operations
58.51
65.01
48.70
Equity affiliates
—Asia Pacific/Middle East
61.32
72.49
54.76
Total operations
58.57
65.17
48.84
Natural Gas Liquids Per Barrel
 
Consolidated operations
Lower 48
$
16.83
27.30
22.20
United States
16.85
27.30
22.20
Canada
19.87
43.70
21.51
Europe
29.37
36.87
34.07
Asia Pacific/Middle East
37.85
47.20
41.37
Total international
32.29
40.00
30.34
Total consolidated
 
operations
18.73
29.03
24.21
Equity affiliates
—Asia Pacific/Middle East
36.70
45.69
38.74
Total operations
20.09
30.48
25.22
Bitumen Per Barrel
Consolidated operations—
Canada
$
31.72
22.29
21.43
Equity affiliates—
Canada
23.83
Natural Gas Per Thousand Cubic Feet
Consolidated operations
Alaska
$
3.19
2.48
2.72
Lower 48
2.12
2.82
2.73
United States
2.12
2.82
2.73
Canada
0.49
1.00
1.93
Europe
4.92
7.79
5.72
Asia Pacific/Middle East
5.73
5.95
4.66
Africa
4.87
4.84
3.53
Total international
5.35
6.64
4.64
Total consolidated
 
operations
4.19
5.33
3.87
Equity affiliates
—Asia Pacific/Middle East
6.29
6.06
4.27
Total operations
4.99
5.60
4.00
Average sales prices for Alaska crude oil and Asia Pacific/Middle East natural gas
 
above reflect a reduction for transportation costs in which we
have an ownership interest that are incurred subsequent to the terminal point of the production function.
 
Accordingly, the average sales prices
differ from those discussed in Item 7 of Management's Discussion and Analysis
 
of Financial Condition and Results of Operations.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
170
2019
2018
2017
Average Production
 
Costs Per Barrel of Oil Equivalent*
Consolidated operations
Alaska
$
15.52
14.20
14.26
Lower 48
9.59
10.58
11.03
United States
11.52
11.73
12.04
Canada
16.53
16.32
16.22
Europe
11.22
11.73
10.09
Asia Pacific/Middle East
8.74
9.03
7.31
Africa
4.46
4.14
5.74
Total international
10.26
10.72
9.99
Total consolidated operations
10.99
11.26
11.05
Equity affiliates
Canada
7.57
Asia Pacific/Middle East
4.68
4.56
5.26
Total equity affiliates
4.68
4.56
5.84
Average Production
 
Costs Per Barrel—Bitumen
Consolidated operations—
Canada
$
13.74
13.59
14.63
Equity affiliates—
Canada
18.74
Taxes
 
Other Than Income Taxes Per Barrel
 
of Oil Equivalent
Consolidated operations
Alaska
$
3.87
5.26
4.14
Lower 48
2.65
2.98
2.18
United States
3.05
3.71
2.80
Canada
0.78
0.82
0.89
Europe
0.48
0.45
0.42
Asia Pacific/Middle East
0.76
1.33
0.50
Africa
0.19
0.20
0.26
Total international
0.60
0.82
0.53
Total consolidated operations
2.03
2.37
1.70
Equity affiliates
Canada
0.30
Asia Pacific/Middle East
11.46
11.41
8.76
Total equity affiliates
11.46
11.41
6.64
Depreciation, Depletion and Amortization Per Barrel of Oil Equivalent
Consolidated operations
Alaska
$
8.80
9.07
10.99
Lower 48
17.03
15.73
18.44
United States
14.35
13.60
16.10
Canada
10.00
12.25
11.76
Europe
12.75
14.66
16.18
Asia Pacific/Middle East
16.55
16.58
16.58
Africa
2.36
2.21
2.09
Total international
12.99
14.06
14.96
Total consolidated operations
13.78
13.82
15.55
Equity affiliates
Canada
6.52
Asia Pacific/Middle East
8.09
9.09
8.94
Total equity affiliates
8.09
9.09
8.34
*Includes bitumen.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
171
Development and Exploration Activities
The following two tables summarize our net interest
 
in productive and dry exploratory and development
 
wells
in the years ended December 31, 2019,
 
2018 and 2017.
 
A “development well” is a well drilled
 
within the
proved area of a reservoir to the depth of a stratigraphic
 
horizon known to be productive.
 
An “exploratory
well” is a well drilled to find and produce crude
 
oil or natural gas in an unknown field or
 
a new reservoir
within a proven field.
 
Exploratory wells also include wells
 
drilled in areas near or offsetting current
production, or in areas where well density or production
 
history have not achieved statistical certainty
 
of
results.
 
Excluded from the exploratory well count are stratigraphic-type
 
exploratory wells, primarily relating
to oil sands delineation wells located in Canada
 
and CBM test wells located in Asia Pacific/Middle
 
East.
 
 
Net Wells Completed
Productive
Dry
2019
2018
2017
2019
2018
2017
Exploratory
Consolidated operations
Alaska
7
6
-
-
-
-
Lower 48
35
45
13
6
1
3
United States
42
51
13
6
1
3
Canada
-
2
13
-
-
-
Europe
1
*
*
1
*
*
Asia Pacific/Middle East
1
2
1
1
-
1
Africa
-
-
-
-
*
-
Other areas
-
-
-
-
-
1
Total consolidated
 
operations
44
55
27
8
1
5
Equity affiliates
Asia Pacific/Middle East
8
6
14
-
2
-
Total equity affiliates
8
6
14
-
2
-
Development
Consolidated operations
 
 
Alaska
12
11
9
-
-
-
Lower 48
255
254
161
-
-
-
United States
267
265
170
-
-
-
Canada
2
1
13
-
-
-
Europe
6
9
7
-
-
-
Asia Pacific/Middle East
21
12
8
-
-
-
Africa
2
1
-
-
-
-
Other areas
-
-
-
-
-
-
Total consolidated
 
operations
298
288
198
-
-
-
Equity affiliates
Canada
-
-
19
-
-
-
Asia Pacific/Middle East
106
75
84
-
-
-
Other areas
-
-
-
-
-
-
Total equity affiliates
106
75
103
-
-
-
*Our total proportionate interest was less than one.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
172
The table below represents the status of our wells
 
drilling at December 31, 2019, and includes
 
wells in the
process of drilling or in active completion.
 
It also represents gross and net productive
 
wells, including
producing wells and wells capable of production
 
at December 31, 2019.
Wells at December 31, 2019
Productive
In Progress
Oil
Gas
Gross
Net
Gross
Net
Gross
Net
Consolidated operations
Alaska
4
4
1,656
997
-
-
Lower 48
349
170
10,070
4,547
4,329
1,704
United States
353
174
11,726
5,544
4,329
1,704
Canada
32
32
186
93
31
27
Europe
19
1
469
79
55
2
Asia Pacific/Middle East
12
6
302
143
56
28
Africa
13
2
840
137
7
1
Other areas
14
7
-
-
-
-
Total consolidated
 
operations
443
222
13,523
5,996
4,478
1,762
Equity affiliates
Asia Pacific/Middle East
325
79
-
-
4,307
1,051
Total equity affiliates
325
79
-
-
4,307
1,051
 
 
Acreage at December 31, 2019
Thousands of Acres
Developed
Undeveloped
Gross
Net
Gross
Net
Consolidated operations
Alaska
651
467
1,331
1,320
Lower 48
2,569
2,012
10,337
8,396
United States
3,220
2,479
11,668
9,716
Canada
206
126
3,270
1,798
Europe
430
50
2,102
610
Asia Pacific/Middle East
1,538
721
9,910
5,735
Africa
358
58
12,545
2,049
Other areas
-
-
1,400
742
Total consolidated
 
operations
5,752
3,434
40,895
20,650
Equity affiliates
Asia Pacific/Middle East
933
229
3,723
840
Total equity affiliates
933
229
3,723
840
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
173
Costs Incurred
Year Ended
Millions of Dollars
December 31
Lower
Total
Asia Pacific/
Other
Alaska
48
U.S.
Canada
Europe
Middle East
Africa
Areas
Total
2019
Consolidated operations
Unproved property acquisition
$
101
45
146
14
-
-
-
197
357
Proved property acquisition
1
116
117
-
-
115
-
-
232
102
161
263
14
-
115
-
197
589
Exploration
281
390
671
200
119
66
8
39
1,103
Development
1,125
3,028
4,153
215
625
486
22
-
5,501
$
1,508
3,579
5,087
429
744
667
30
236
7,193
Equity affiliates
Unproved property acquisition
$
-
-
-
-
-
62
-
-
62
Proved property acquisition
-
-
-
-
-
-
-
-
-
-
-
-
-
-
62
-
-
62
Exploration
-
-
-
-
-
23
-
-
23
Development
-
-
-
-
-
171
-
-
171
$
-
-
-
-
-
256
-
-
256
2018
Consolidated operations
Unproved property acquisition
$
119
126
245
126
-
-
-
-
371
Proved property acquisition
2,227
16
2,243
6
-
-
-
-
2,249
2,346
142
2,488
132
-
-
-
-
2,620
Exploration
203
500
703
90
65
82
(6)
41
975
Development
718
2,715
3,433
301
703
773
16
-
5,226
$
3,267
3,357
6,624
523
768
855
10
41
8,821
Equity affiliates
Unproved property acquisition
$
-
-
-
-
-
-
-
-
-
Proved property acquisition
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Exploration
-
-
-
-
-
22
-
-
22
Development
-
-
-
-
-
206
-
-
206
$
-
-
-
-
-
228
-
-
228
2017
Consolidated operations
Unproved property acquisition
$
18
267
285
76
-
15
-
-
376
Proved property acquisition
-
35
35
-
-
-
-
-
35
18
302
320
76
-
15
-
-
411
Exploration
74
399
473
56
52
139
61
42
823
Development
736
1,559
2,295
102
784
388
10
-
3,579
$
828
2,260
3,088
234
836
542
71
42
4,813
Equity affiliates
Unproved property acquisition
$
-
-
-
-
-
-
-
-
-
Proved property acquisition
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Exploration
-
-
-
6
-
38
-
-
44
Development
-
-
-
150
-
403
-
-
553
$
-
-
-
156
-
441
-
-
597
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
174
Capitalized Costs
At December 31
Millions of Dollars
Lower
Total
Asia Pacific/
Other
Alaska
48
U.S.
Canada
Europe
Middle East
Africa
Areas
Total
2019
Consolidated operations
Proved property
$
20,957
37,491
58,448
6,673
14,113
14,566
924
-
94,724
Unproved property
1,429
1,055
2,484
1,149
87
501
123
290
4,634
22,386
38,546
60,932
7,822
14,200
15,067
1,047
290
99,358
Accumulated depreciation,
depletion and amortization
9,419
26,294
35,713
2,050
9,017
10,253
379
9
57,421
$
12,967
12,252
25,219
5,772
5,183
4,814
668
281
41,937
Equity affiliates
Proved property
$
-
-
-
-
-
9,996
-
-
9,996
Unproved property
-
-
-
-
-
2,223
-
-
2,223
-
-
-
-
-
12,219
-
-
12,219
Accumulated depreciation,
depletion and amortization
-
-
-
-
-
6,390
-
-
6,390
$
-
-
-
-
-
5,829
-
-
5,829
2018
Consolidated operations
Proved property
$
20,154
35,269
55,423
5,946
23,520
14,866
902
-
100,657
Unproved property
1,184
1,125
2,309
1,083
188
874
119
89
4,662
21,338
36,394
57,732
7,029
23,708
15,740
1,021
89
105,319
Accumulated depreciation,
depletion and amortization
9,055
23,999
33,054
1,692
16,591
9,974
342
9
61,662
$
12,283
12,395
24,678
5,337
7,117
5,766
679
80
43,657
Equity affiliates
Proved property
$
-
-
-
-
-
9,990
-
-
9,990
Unproved property
-
-
-
-
-
2,162
-
-
2,162
-
-
-
-
-
12,152
-
-
12,152
Accumulated depreciation,
depletion and amortization
-
-
-
-
-
5,960
-
-
5,960
$
-
-
-
-
-
6,192
-
-
6,192
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
175
Standardized Measure of Discounted Future Net Cash Flows
 
Relating to Proved Oil and Gas Reserve Quantities
 
In accordance with SEC and FASB requirements, amounts were computed using
 
12-month average prices (adjusted only for
existing contractual terms)
 
and end-of-year costs,
 
appropriate statutory tax rates and a prescribed
 
10 percent discount factor.
 
Twelve-month average prices are calculated as the unweighted arithmetic average of
 
the first-day-of-the-month price for each
month within the 12-month period prior to the end
 
of the reporting period.
 
For all years, continuation of year-end economic
conditions was assumed.
 
The calculations were based on estimates
 
of proved reserves, which are revised over time as
 
new data
becomes available.
 
Probable or possible reserves, which may become
 
proved in the future, were not considered.
 
The
calculations also require assumptions as to the
 
timing of future production of proved reserves
 
and the timing and amount of
future development costs,
 
including dismantlement, and future production costs,
 
including taxes other than income taxes.
 
While due care was taken in its preparation, we
 
do not represent that this data is the fair value
 
of our oil and gas properties, or a
fair estimate of the present value of cash flows to
 
be obtained from their development and production.
 
Discounted Future Net Cash Flows
Millions of Dollars
Lower
Total
Asia Pacific/
Alaska
48
U.S.
Canada
Europe
Middle East
Africa
Total
2019
Consolidated operations
Future cash inflows
$
70,341
53,400
123,741
8,244
16,919
13,084
15,582
177,570
Less:
Future production costs
40,464
22,194
62,658
4,525
5,843
5,162
1,314
79,502
Future development costs
9,721
14,083
23,804
577
4,143
2,179
484
31,187
Future income tax provisions
3,904
2,793
6,697
-
4,201
1,931
12,747
25,576
Future net cash flows
16,252
14,330
30,582
3,142
2,732
3,812
1,037
41,305
10 percent annual discount
6,571
4,311
10,882
1,198
558
835
460
13,933
Discounted future net cash flows
$
9,681
10,019
19,700
1,944
2,174
2,977
577
27,372
Equity affiliates
Future cash inflows
$
-
-
-
-
-
31,671
-
31,671
Less:
Future production costs
-
-
-
-
-
16,157
-
16,157
Future development costs
-
-
-
-
-
1,218
-
1,218
Future income tax provisions
-
-
-
-
-
3,086
-
3,086
Future net cash flows
-
-
-
-
-
11,210
-
11,210
10 percent annual discount
-
-
-
-
-
4,040
-
4,040
Discounted future net cash flows
$
-
-
-
-
-
7,170
-
7,170
Total
 
company
Discounted future net cash flows
$
9,681
10,019
19,700
1,944
2,174
10,147
577
34,542
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
176
Millions of Dollars
Lower
Total
Asia Pacific/
Alaska
48
U.S.
Canada
Europe
Middle East
Africa
Total
2018
Consolidated operations
Future cash inflows
$
82,072
56,922
138,994
6,039
26,989
16,368
16,434
204,824
Less:
Future production costs
42,755
21,363
64,118
4,099
8,567
5,705
1,336
83,825
Future development costs
10,053
12,136
22,189
606
7,608
1,995
507
32,905
Future income tax provisions
5,538
4,418
9,956
-
7,102
2,873
13,492
33,423
Future net cash flows
23,726
19,005
42,731
1,334
3,712
5,795
1,099
54,671
10 percent annual discount
10,349
6,461
16,810
426
371
1,132
498
19,237
Discounted future net cash flows
$
13,377
12,544
25,921
908
3,341
4,663
601
35,434
Equity affiliates
Future cash inflows
$
-
-
-
-
-
33,606
-
33,606
Less:
Future production costs
-
-
-
-
-
16,449
-
16,449
Future development costs
-
-
-
-
-
1,228
-
1,228
Future income tax provisions
-
-
-
-
-
3,147
-
3,147
Future net cash flows
-
-
-
-
-
12,782
-
12,782
10 percent annual discount
-
-
-
-
-
4,853
-
4,853
Discounted future net cash flows
$
-
-
-
-
-
7,929
-
7,929
Total
 
company
Discounted future net cash flows
$
13,377
12,544
25,921
908
3,341
12,592
601
43,363
 
 
Millions of Dollars
Lower
Total
Asia Pacific/
Alaska
48
U.S.
Canada
Europe
Middle East
Africa
Total
2017
Consolidated operations
Future cash inflows
$
44,969
44,556
89,525
5,479
23,137
15,207
13,181
146,529
Less:
Future production costs
29,524
18,947
48,471
4,417
8,128
5,398
1,401
67,815
Future development costs
7,255
10,881
18,136
696
8,758
2,511
537
30,638
Future income tax provisions
53
2,375
2,428
-
3,333
2,459
10,356
18,576
Future net cash flows
8,137
12,353
20,490
366
2,918
4,839
887
29,500
10 percent annual discount
2,712
4,358
7,070
78
289
1,032
422
8,891
Discounted future net cash flows
$
5,425
7,995
13,420
288
2,629
3,807
465
20,609
Equity affiliates
Future cash inflows
$
-
-
-
-
-
23,222
-
23,222
Less:
Future production costs
-
-
-
-
-
12,984
-
12,984
Future development costs
-
-
-
-
-
1,444
-
1,444
Future income tax provisions
-
-
-
-
-
2,083
-
2,083
Future net cash flows
-
-
-
-
-
6,711
-
6,711
10 percent annual discount
-
-
-
-
-
2,316
-
2,316
Discounted future net cash flows
$
-
-
-
-
-
4,395
-
4,395
Total
 
company
Discounted future net cash flows
$
5,425
7,995
13,420
288
2,629
8,202
465
25,004
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
177
Sources of Change in Discounted Future Net Cash Flows
Millions of Dollars
Consolidated Operations
Equity Affiliates
Total Company
2019
2018
2017
2019
2018
2017
2019
2018
2017
Discounted future net cash flows
 
at the beginning of the year
$
35,434
20,609
8,151
7,929
4,395
3,937
43,363
25,004
12,088
Changes during the year
Revenues less production
 
costs for the year
(13,424)
(14,909)
(9,844)
(1,673)
(1,651)
(1,341)
(15,097)
(16,560)
(11,185)
Net change in prices and
production costs
(13,538)
25,391
19,310
(422)
4,559
2,750
(13,960)
29,950
22,060
Extensions, discoveries and
improved recovery, less
estimated future costs
2,985
4,574
1,445
260
382
(4)
3,245
4,956
1,441
Development costs for the year
5,333
5,197
3,653
239
271
426
5,572
5,468
4,079
Changes in estimated future
development costs
559
(1,141)
1,225
(21)
14
(64)
538
(1,127)
1,161
Purchases of reserves in place,
 
less estimated future costs
10
3,033
-
-
-
-
10
3,033
-
Sales of reserves in place,
 
less estimated future costs
(1,997)
(1,531)
(855)
-
-
(786)
(1,997)
(1,531)
(1,641)
Revisions of previous quantity
estimates
2,099
(365)
2,300
69
62
(648)
2,168
(303)
1,652
Accretion of discount
5,144
3,055
1,313
869
485
413
6,013
3,540
1,726
Net change in income taxes
4,767
(8,479)
(6,089)
(80)
(588)
(288)
4,687
(9,067)
(6,377)
Total changes
(8,062)
14,825
12,458
(759)
3,534
458
(8,821)
18,359
12,916
Discounted future net cash flows
at year end
$
27,372
35,434
20,609
7,170
7,929
4,395
34,542
43,363
25,004
 
 
The net change in prices and production costs
 
is the beginning-of-year reserve-production
 
forecast multiplied by the net
annual change in the per-unit sales price and production cost,
 
discounted at 10 percent.
 
 
Purchases and sales of reserves in place, along with
 
extensions, discoveries and improved recovery, are calculated using
production forecasts of the applicable reserve
 
quantities for the year multiplied by the
 
12-month average sales prices, less
future estimated costs, discounted at 10 percent.
 
 
 
Revisions of previous quantity estimates are
 
calculated using production forecast changes
 
for the year, including changes in
the timing of production, multiplied by the 12-month
 
average sales prices, less future estimated
 
costs, discounted at
10 percent.
 
 
The accretion of discount is 10 percent of the prior
 
year’s discounted future cash inflows, less future production
 
and
development costs.
 
 
The net change in income taxes is the annual
 
change in the discounted future income tax provisions.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
178
Selected Quarterly Financial Data
(Unaudited)
Millions of Dollars
Per Share of Common Stock
Sales and
Net Income
Net Income (Loss)
 
Other
Income (Loss)
Net
(Loss)
Attributable
Operating
Before
Income
Attributable to
to ConocoPhillips
 
Revenues
Income Taxes
(Loss)
ConocoPhillips
Basic
Diluted
2019
First
$
9,150
2,687
1,846
1,833
1.61
1.60
Second
7,953
2,058
1,597
1,580
1.40
1.40
Third
7,756
3,493
3,071
3,056
2.76
2.74
Fourth
7,708
1,286
743
720
0.66
0.66
2018
First
$
 
8,798
1,776
900
888
0.75
0.75
Second
8,504
2,619
1,654
1,640
1.40
1.39
Third
9,449
2,906
1,873
1,861
1.60
1.59
Fourth
9,666
2,672
1,878
1,868
1.62
1.61
For additional information on the commodity price environment, see the
 
Business Environment and Executive Overview section of Management's Discussion
 
and
Analysis of Financial Condition and Results of Operations.
 
 
179
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.
 
In 2017, ConocoPhillips Company received a $
9.8
billion return of capital and a $
1.4
 
billion loan repayment
from nonguarantor subsidiaries to settle certain
 
accumulated intercompany balances.
 
These transactions had
no impact on our consolidated financial statements.
 
In 2017, ConocoPhillips received a $
7.8
 
billion return of capital and a $
0.2
 
billion return of earnings from
ConocoPhillips Company to settle certain
 
accumulated intercompany balances.
 
These transactions had no
impact on our consolidated financial statements.
 
In 2018, ConocoPhillips Company received a $
4.8
 
billion return of earnings and a $
2.4
 
billion loan repayment
from nonguarantor subsidiaries to settle certain
 
accumulated intercompany balances.
 
These transactions had
no impact on our consolidated financial statements.
 
 
In 2018, ConocoPhillips received a $
3.5
 
billion return of capital and a $
1.0
 
billion return of earnings from
ConocoPhillips Company to settle certain
 
accumulated intercompany balances.
 
These transactions had no
impact on our consolidated financial statements.
 
In 2019, ConocoPhillips received a $
2.4
 
billion return of capital and a $
1.7
 
billion return of earnings from
ConocoPhillips Company to settle certain
 
accumulated intercompany balances.
 
This transaction had no impact
on our consolidated financial statements.
 
 
In 2019, ConocoPhillips Company received a $
4.5
 
billion return of earnings and a $
4.2
 
billion return of capital
from nonguarantor subsidiaries to settle certain
 
accumulated intercompany balances.
 
These transactions had
no impact on our consolidated financial statements.
 
In 2019, Burlington Resources LLC received
 
a $
3.2
 
billion return of earnings from nonguarantor
 
subsidiaries
to settle certain accumulated intercompany balances.
 
These transactions had no impact on our consolidated
financial statements.
 
This condensed consolidating financial information
 
should be read in conjunction with the accompanying
consolidated financial statements and notes.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
180
Millions of Dollars
Year Ended December 31,
 
2019
Income Statement
ConocoPhillips
ConocoPhillips
Company
Burlington
Resources LLC
All Other
Subsidiaries
Consolidating
Adjustments
Total
Consolidated
Revenues and Other Income
Sales and other operating revenues
$
-
14,510
-
18,057
-
32,567
Equity in earnings of affiliates
7,419
5,281
1,610
775
(14,306)
779
Gain (loss) on dispositions
-
2,786
-
(820)
-
1,966
Other income
1
875
5
477
-
1,358
Intercompany revenues
-
113
40
5,542
(5,695)
-
Total Revenues and Other
 
Income
7,420
23,565
1,655
24,031
(20,001)
36,670
Costs and Expenses
Purchased commodities
-
12,838
-
4,038
(5,034)
11,842
Production and operating expenses
1
1,380
1
4,345
(405)
5,322
Selling, general and administrative expenses
9
421
-
131
(5)
556
Exploration expenses
-
422
-
321
-
743
Depreciation, depletion and amortization
-
596
-
5,494
-
6,090
Impairments
-
157
-
248
-
405
Taxes other than income taxes
-
139
-
814
-
953
Accretion on discounted liabilities
-
16
-
310
-
326
Interest and debt expense
283
544
133
69
(251)
778
Foreign currency transaction losses
-
21
-
45
-
66
Other expenses
-
60
-
5
-
65
Total Costs and Expenses
293
16,594
134
15,820
(5,695)
27,146
Income before income taxes
7,127
6,971
1,521
8,211
(14,306)
9,524
Income tax provision (benefit)
(62)
(448)
(46)
2,823
-
2,267
Net income
7,189
7,419
1,567
5,388
(14,306)
7,257
Less: net income attributable to noncontrolling interests
-
-
-
(68)
-
(68)
Net Income Attributable to ConocoPhillips
$
7,189
7,419
1,567
5,320
(14,306)
7,189
Comprehensive Income Attributable to ConocoPhillips
$
7,935
8,165
1,873
6,058
(16,096)
7,935
Income Statement
Year Ended December 31,
 
2018
Revenues and Other Income
Sales and other operating revenues
$
-
16,113
-
20,304
-
36,417
Equity in earnings of affiliates
6,503
8,142
1,953
1,072
(16,596)
1,074
Gain on dispositions
-
239
-
824
-
1,063
Other income (loss)
-
(384)
-
557
-
173
Intercompany revenues
35
162
43
5,627
(5,867)
-
Total Revenues and Other
 
Income
6,538
24,272
1,996
28,384
(22,463)
38,727
Costs and Expenses
Purchased commodities
-
14,591
-
5,131
(5,428)
14,294
Production and operating expenses
-
1,023
4
4,245
(59)
5,213
Selling, general and administrative expenses
8
289
-
109
(5)
401
Exploration expenses
-
170
-
199
-
369
Depreciation, depletion and amortization
-
584
-
5,372
-
5,956
Impairments
-
(10)
-
37
-
27
Taxes other than income taxes
-
143
-
905
-
1,048
Accretion on discounted liabilities
-
17
-
336
-
353
Interest and debt expense
295
613
46
156
(375)
735
Foreign currency transaction (gains) losses
46
(12)
116
(167)
-
(17)
Other expenses
-
349
6
20
-
375
Total Costs and Expenses
349
17,757
172
16,343
(5,867)
28,754
Income before income taxes
6,189
6,515
1,824
12,041
(16,596)
9,973
Income tax provision (benefit)
(68)
12
(41)
3,765
-
3,668
Net income
6,257
6,503
1,865
8,276
(16,596)
6,305
Less: net income attributable to noncontrolling interests
-
-
-
(48)
-
(48)
Net Income Attributable to ConocoPhillips
$
6,257
6,503
1,865
8,228
(16,596)
6,257
Comprehensive Income Attributable to ConocoPhillips
$
5,654
5,900
1,364
7,961
(15,225)
5,654
See Notes to Consolidated Financial Statements.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
181
Millions of Dollars
Year Ended December 31,
 
2017
Income Statement
ConocoPhillips
ConocoPhillips
Company
Burlington
Resources LLC
All Other
Subsidiaries
Consolidating
Adjustments
Total
Consolidated
Revenues and Other Income
Sales and other operating revenues
$
-
12,433
-
16,673
-
29,106
Equity in earnings (losses) of affiliates
(454)
2,047
886
770
(2,477)
772
Gain on dispositions
-
916
-
1,261
-
2,177
Other income
2
35
-
492
-
529
Intercompany revenues
48
291
13
3,369
(3,721)
-
Total Revenues and Other
 
Income
(404)
15,722
899
22,565
(6,198)
32,584
Costs and Expenses
Purchased commodities
-
11,145
-
4,580
(3,250)
12,475
Production and operating expenses
-
813
-
4,366
(17)
5,162
Selling, general and administrative expenses
9
342
-
82
(6)
427
Exploration expenses
-
542
-
392
-
934
Depreciation, depletion and amortization
-
855
-
5,990
-
6,845
Impairments
-
1,159
-
5,442
-
6,601
Taxes other than income taxes
-
140
1
668
-
809
Accretion on discounted liabilities
-
32
-
330
-
362
Interest and debt expense
420
664
52
410
(448)
1,098
Foreign currency transaction (gains) losses
(43)
11
(137)
204
-
35
Other expenses
267
190
-
(6)
-
451
Total Costs and Expenses
653
15,893
(84)
22,458
(3,721)
35,199
Income (Loss) before income taxes
(1,057)
(171)
983
107
(2,477)
(2,615)
Income tax provision (benefit)
(202)
283
(337)
(1,566)
-
(1,822)
Net income (loss)
(855)
(454)
1,320
1,673
(2,477)
(793)
Less: net income attributable to noncontrolling interests
-
-
-
(62)
-
(62)
Net Income (Loss) Attributable to ConocoPhillips
$
(855)
(454)
1,320
1,611
(2,477)
(855)
Comprehensive Income (Loss) Attributable to ConocoPhillips
$
(180)
221
1,672
2,275
(4,168)
(180)
See Notes to Consolidated Financial Statements.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
182
Millions of Dollars
At December 31, 2019
Balance Sheet
ConocoPhillips
ConocoPhillips
Company
Burlington
Resources LLC
All Other
Subsidiaries
Consolidating
Adjustments
Total
Consolidated
Assets
Cash and cash equivalents
$
-
3,439
-
1,649
-
5,088
Short-term investments
-
2,670
-
358
-
3,028
Accounts and notes receivable
5
2,088
2
3,881
(2,575)
3,401
Investment in Cenovus Energy
-
2,111
-
-
-
2,111
Inventories
-
168
-
858
-
1,026
Prepaid expenses and other current assets
1
352
-
1,906
-
2,259
Total Current Assets
6
10,828
2
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
3
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
21
3,084
(2,575)
3,200
Short-term debt
(3)
4
13
91
-
105
Accrued income and other taxes
-
79
-
951
-
1,030
Employee benefit obligations
-
508
-
155
-
663
Other accruals
84
408
35
1,518
-
2,045
Total Current Liabilities
81
3,669
69
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
-
-
-
69
-
69
Total Liabilities and Stockholders’
 
Equity
$
34,085
60,114
11,917
65,191
(100,793)
70,514
Balance Sheet
At December 31, 2018
Assets
Cash and cash equivalents
$
-
1,428
-
4,487
-
5,915
Short-term investments
-
-
-
248
-
248
Accounts and notes receivable
28
5,646
78
6,707
(8,392)
4,067
Investment in Cenovus Energy
-
1,462
-
-
-
1,462
Inventories
-
184
-
823
-
1,007
Prepaid expenses and other current assets
1
267
-
307
-
575
Total Current Assets
29
8,987
78
12,572
(8,392)
13,274
Investments, loans and long-term receivables*
29,942
47,062
15,199
16,926
(99,465)
9,664
Net properties, plants and equipment
-
4,367
-
41,796
(465)
45,698
Other assets
4
642
227
1,269
(798)
1,344
Total Assets
$
29,975
61,058
15,504
72,563
(109,120)
69,980
Liabilities and Stockholders’ Equity
Accounts payable
$
-
5,098
76
7,113
(8,392)
3,895
Short-term debt
(3)
12
13
99
(9)
112
Accrued income and other taxes
-
85
-
1,235
-
1,320
Employee benefit obligations
-
638
-
171
-
809
Other accruals
85
587
35
552
-
1,259
Total Current Liabilities
82
6,420
124
9,170
(8,401)
7,395
Long-term debt
3,791
7,151
2,143
2,249
(478)
14,856
Asset retirement obligations and accrued environmental costs
-
415
-
7,273
-
7,688
Deferred income taxes
-
-
-
5,819
(798)
5,021
Employee benefit obligations
-
1,340
-
424
-
1,764
Other liabilities and deferred credits*
725
9,277
839
8,126
(17,775)
1,192
Total Liabilities
4,598
24,603
3,106
33,061
(27,452)
37,916
Retained earnings
27,512
18,511
1,113
9,764
(22,890)
34,010
Other common stockholders’ equity
(2,135)
17,944
11,285
29,613
(58,778)
(2,071)
Noncontrolling interests
-
-
-
125
-
125
Total Liabilities and Stockholders’
 
Equity
$
29,975
61,058
15,504
72,563
(109,120)
69,980
*Includes intercompany loans.
 
See Notes to Consolidated Financial Statements.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
183
Millions of Dollars
Year Ended December 31,
 
2019
Statement of Cash Flows
ConocoPhillips
ConocoPhillips
Company
Burlington
Resources LLC
All Other
Subsidiaries
Consolidating
Adjustments
Total
Consolidated
Cash Flows From Operating Activities
Net Cash Provided by Operating Activities
$
1,457
7,986
3,207
9,803
(11,349)
11,104
Cash Flows From Investing Activities
Capital expenditures and investments
-
(2,517)
-
(5,714)
1,595
(6,636)
Working capital changes associated
 
with investing activities
-
37
-
(140)
-
(103)
Proceeds from asset dispositions
2,374
7,047
769
1,055
(8,233)
3,012
Net purchases of investments
-
(2,803)
-
(107)
-
(2,910)
Long-term advances/loans—related parties
-
(812)
-
-
812
-
Collection of advances/loans—related parties
-
141
-
147
(161)
127
Intercompany cash management
1,060
(2,849)
1,402
387
-
-
Other
-
(149)
-
41
-
(108)
Net Cash Provided by (Used in) Investing Activities
3,434
(1,905)
2,171
(4,331)
(5,987)
(6,618)
Cash Flows From Financing Activities
Issuance of debt
-
-
-
812
(812)
-
Repayment of debt
-
(21)
-
(220)
161
(80)
Issuance of company common stock
105
-
-
-
(135)
(30)
Repurchase of company common stock
(3,500)
-
-
-
-
(3,500)
Dividends paid
(1,500)
(4,034)
(454)
(7,097)
11,585
(1,500)
Other
4
-
(4,924)
(1,736)
6,537
(119)
Net Cash Used in Financing Activities
(4,891)
(4,055)
(5,378)
(8,241)
17,336
(5,229)
Effect of Exchange Rate Changes on Cash, Cash Equivalents and
Restricted Cash
-
(11)
-
(35)
-
(46)
Net Change in Cash, Cash Equivalents and Restricted Cash
-
2,015
-
(2,804)
-
(789)
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
$
-
3,443
-
1,919
-
5,362
Statement of Cash Flows
Year Ended December 31,
 
2018*
Cash Flows From Operating Activities
Net Cash
 
Provided by Operating Activities
$
860
4,019
838
14,132
(6,915)
12,934
Cash Flows From Investing Activities
Capital expenditures and investments
-
(980)
(603)
(5,777)
610
(6,750)
Working capital changes associated
 
with investing activities
-
(110)
-
42
-
(68)
Proceeds from asset dispositions
3,457
666
1,926
705
(5,672)
1,082
Net sales of short-term investments
-
-
-
1,620
-
1,620
Long-term advances/loans—related parties
 
-
(126)
(173)
(10)
309
-
Collection of advances/loans—related parties
589
3,432
212
129
(4,243)
119
Intercompany cash management
(803)
3,504
(2,150)
(551)
-
-
Other
-
151
-
3
-
154
Net Cash Provided by (Used in) Investing Activities
3,243
6,537
(788)
(3,839)
(8,996)
(3,843)
Cash Flows From Financing Activities
Issuance
 
of debt
-
10
-
299
(309)
-
Repayment of debt
-
(4,865)
(53)
(4,320)
4,243
(4,995)
Issuance of company common stock
254
-
-
-
(133)
121
Repurchase of company common stock
(2,999)
-
-
-
-
(2,999)
Dividends paid
(1,363)
(1,043)
-
(6,057)
7,100
(1,363)
Other
5
(3,468)
-
(1,670)
5,010
(123)
Net Cash Used in Financing Activities
(4,103)
(9,366)
(53)
(11,748)
15,911
(9,359)
Effect of Exchange Rate Changes on Cash, Cash Equivalents and
Restricted Cash
-
4
-
(121)
-
(117)
Net Change in Cash, Cash Equivalents and Restricted Cash
-
1,194
(3)
(1,576)
-
(385)
Cash, cash equivalents and restricted cash at beginning of period
-
234
3
6,299
-
6,536
Cash, Cash Equivalents and Restricted Cash at End of Period
$
-
1,428
-
4,723
-
6,151
*Revised to reclassify certain intercompany distributions from Operating Activities to 'Proceeds from asset dispositions' within Investing Activities based on the nature of the distributions.
 
There was no impact to Total Consolidated results.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
184
Millions of Dollars
Year Ended December 31,
 
2017
Statement of Cash Flows
ConocoPhillips
ConocoPhillips
Company
Burlington
Resources LLC
All Other
Subsidiaries
Consolidating
Adjustments
Total
Consolidated
Cash Flows From Operating Activities
Net Cash Provided by Operating Activities
$
71
1,183
2,971
5,904
(3,052)
7,077
Cash Flows From Investing Activities
Capital expenditures and investments
-
(1,663)
(4,351)
(3,795)
5,218
(4,591)
Working capital changes associated
 
with investing activities
-
194
-
(62)
-
132
Proceeds from asset dispositions
7,765
11,146
12,178
12,796
(30,025)
13,860
Net purchases of short-term investments
-
-
-
(1,790)
-
(1,790)
Long-term advances/loans—related parties
-
(214)
(65)
(20)
299
-
Collection of advances/loans—related parties
658
1,527
389
2,196
(4,655)
115
Intercompany cash management
1,151
101
(1,341)
89
-
-
Other
-
(8)
-
44
-
36
Net Cash Provided by Investing Activities
9,574
11,083
6,810
9,458
(29,163)
7,762
Cash Flows From Financing Activities
Issuance of debt
-
20
-
279
(299)
-
Repayment of debt
(5,459)
(4,411)
-
(2,661)
4,655
(7,876)
Issuance of company common stock
115
-
-
-
(178)
(63)
Repurchase of company common stock
(3,000)
-
-
-
-
(3,000)
Dividends paid
(1,305)
(235)
-
(2,995)
3,230
(1,305)
Other
4
(7,765)
(9,781)
(7,377)
24,807
(112)
Net Cash Used in Financing Activities
(9,645)
(12,391)
(9,781)
(12,754)
32,215
(12,356)
Effect of Exchange Rate Changes on Cash and Cash Equivalents
-
1
(2)
233
-
232
Net Change in Cash and Cash Equivalents
-
(124)
(2)
2,841
-
2,715
Cash and cash equivalents at beginning of period
-
358
5
3,247
-
3,610
Cash and Cash Equivalents at End of Period
$
-
234
3
6,088
-
6,325
See Notes to Consolidated Financial Statements.
 
185
Item 9.
 
CHANGES IN AND DISAGREEMENTS WITH
 
ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
 
None.
 
 
Item 9A.
 
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 Securities and Exchange
 
Commission
 
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 December 31, 2019,
 
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 December 31, 2019.
 
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.
 
Management’s Annual Report on Internal Control Over Financial
 
Reporting
 
This report is included in Item 8 on page
 
and is incorporated herein by reference.
 
Report of Independent Registered Public Accounting
 
Firm
 
 
This report is included in Item 8 on page
 
and is incorporated herein by reference.
 
 
Item 9B.
 
OTHER INFORMATION
 
None.
 
186
PART
 
III
 
 
Item 10.
 
DIRECTORS, EXECUTIVE OFFICERS AND
 
CORPORATE GOVERNANCE
 
 
Information regarding our executive officers appears in
 
Part I of this report on page 29.
 
Code of Business Ethics and Conduct for
 
Directors and Employees
 
We have a Code of Business Ethics and Conduct for Directors and Employees (Code
 
of Ethics), including our
principal executive officer, principal financial officer, principal accounting officer and persons performing
similar functions.
 
We have posted a copy of our Code of Ethics on the “Corporate Governance” section
 
of our
internet website at
www.conocophillips.com
 
(within the Investors>Corporate Governance
 
section)
.
 
Any
waivers of the Code of Ethics must be approved, in
 
advance, by our full Board of Directors.
 
Any amendments
to, or waivers from, the Code of Ethics that apply
 
to our executive officers and directors will be posted
 
on the
“Corporate Governance” section of our internet
 
website.
 
All other information required by Item 10 of
 
Part III will be included in our Proxy Statement
 
relating to our
2020 Annual Meeting of Stockholders, to be
 
filed pursuant to Regulation 14A on or before
 
April 30, 2020, and
is incorporated herein by reference.*
 
 
 
Item 11.
 
EXECUTIVE COMPENSATION
 
 
Information required by Item 11 of Part III will be included
 
in our Proxy Statement relating to our 2020
Annual Meeting of Stockholders, to be filed pursuant
 
to Regulation 14A on or before April 30,
 
2020, and is
incorporated herein by reference.*
 
 
 
Item 12.
 
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
 
Information required by Item 12 of Part III
 
will be included in our Proxy Statement relating
 
to our 2020
Annual Meeting of Stockholders, to be filed pursuant
 
to Regulation 14A on or before April 30,
 
2020, and is
incorporated herein by reference.*
 
 
 
Item 13.
 
CERTAIN RELATIONSHIPS
 
AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
 
 
Information required by Item 13 of Part III
 
will be included in our Proxy Statement relating
 
to our 2020
Annual Meeting of Stockholders, to be filed pursuant
 
to Regulation 14A on or before April 30,
 
2020, and is
incorporated herein by reference.*
 
 
 
Item 14.
 
PRINCIPAL ACCOUNTING FEES AND SERVICES
 
Information required by Item 14 of Part III
 
will be included in our Proxy Statement relating
 
to our 2020
Annual Meeting of Stockholders, to be filed pursuant
 
to Regulation 14A on or before April 30,
 
2020, and is
incorporated herein by reference.*
 
_________________________
*Except for information or data specifically incorporated herein by reference under Items 10 through 14, other information
 
and data appearing
in our 2020 Proxy
 
Statement are not deemed to be a part of this Annual Report on Form 10-K
 
or deemed to be filed with the Commission as a
part of this report.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
187
PART
 
IV
 
 
Item 15.
 
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
 
 
(a)
 
1.
 
Financial Statements and Supplementary
 
Data
The financial statements and supplementary information
 
listed in the Index to Financial Statements,
which appears on page
, are filed as part of this annual report.
 
 
2.
 
Financial Statement Schedules
Schedule II—Valuation and Qualifying Accounts, appears below.
 
All other schedules are omitted
because they are not required, not significant, not
 
applicable or the information is shown in another
schedule, the financial statements or the notes to
 
consolidated financial statements.
 
 
3.
 
Exhibits
The exhibits listed in the Index to Exhibits, which
 
appears on pages
 
through 196, are filed as part
of this annual report.
 
SCHEDULE II—VALUATION
 
AND QUALIFYING ACCOUNTS (Consolidated)
ConocoPhillips
Millions of Dollars
Balance at
Charged to
Balance at
Description
January 1
Expense
Other
(a)
Deductions
December 31
2019
Deducted from asset accounts:
Allowance for doubtful accounts and notes receivable
$
25
5
-
(17)
(b)
13
Deferred tax asset valuation allowance
3,040
7,376
(26)
(176)
10,214
Included in other liabilities:
Restructuring accruals
48
(1)
-
(24)
(c)
23
2018
Deducted from asset accounts:
Allowance for doubtful accounts and notes receivable
$
4
23
-
(2)
(b)
25
Deferred tax asset valuation allowance
1,254
2,067
(8)
(273)
3,040
Included in other liabilities:
Restructuring accruals
53
70
(2)
(73)
(c)
48
2017
Deducted from asset accounts:
Allowance for doubtful accounts and notes receivable
$
5
2
-
(3)
(b)
4
Deferred tax asset valuation allowance
675
560
19
-
1,254
Included in other liabilities:
Restructuring accruals
80
65
1
(93)
(c)
53
(a)Represents acquisitions/dispositions/revisions and the effect of translating foreign financial statements.
(b)Amounts charged off less recoveries of amounts previously charged off.
(c)Benefit payments.
See Note 19
Income Taxes, in the Notes to Consolidated Financial Statements, for additional information related to our deferred
tax asset valuation allowance.
 
 
 
188
CONOCOPHILLIPS
 
 
 
INDEX TO EXHIBITS
 
Exhibit
 
Number
 
Description
 
2.1
 
 
2.2†‡
 
2.3†‡
 
 
3.1
 
 
3.2
 
 
3.3
 
 
 
ConocoPhillips and its subsidiaries are parties
 
to several debt instruments under which the total
amount of securities authorized does not exceed
 
10 percent of the total assets of ConocoPhillips
 
and
its subsidiaries on a consolidated basis.
 
Pursuant to paragraph 4(iii)(A) of Item 601(b)
 
of
Regulation S-K, ConocoPhillips agrees to furnish
 
a copy of such instruments to the SEC upon
request.
 
4.1*
 
 
10.1
 
 
 
10.2
 
 
 
 
 
Exhibit
Number
 
Description
189
10.3
 
 
10.4
 
 
10.5
 
 
10.6
 
 
10.7
 
 
10.8
 
 
10.9
 
 
10.10.1*
 
 
10.10.2
 
 
 
 
10.11.1*
 
 
10.11.2*
 
 
10.12
 
 
10.13
 
 
10.14
 
 
 
 
Exhibit
Number
 
Description
190
10.15
 
 
10.16.1
 
 
10.16.2
 
 
10.16.3
 
 
10.16.4
 
 
 
10.16.5
 
 
 
10.16.6
 
 
 
10.16.7
 
 
 
10.16.8
 
 
 
10.17.1
 
 
 
10.17.2
 
 
10.18
 
 
10.19.1*
 
 
 
Exhibit
Number
 
Description
191
 
10.19.2*
 
 
10.20
 
 
 
10.21
 
 
10.22.1
 
 
10.22.2
 
 
10.22.3
 
 
10.23
 
 
10.24
 
 
10.25.1
 
 
10.25.2
 
 
10.25.3
 
 
10.25.4
 
 
 
Exhibit
Number
 
Description
192
 
10.25.5
 
 
10.25.6
 
 
10.25.7
 
 
10.25.8
 
 
10.25.9
 
 
10.25.10
 
 
 
 
10.25.11
 
 
 
 
10.25.12
 
 
 
10.25.13
 
 
 
10.25.14
 
 
 
 
 
Exhibit
Number
 
Description
193
10.25.15
 
 
10.25.16
 
 
10.25.17
 
 
 
10.25.18
 
 
 
10.25.19
 
 
 
10.26.1
 
 
10.26.2
 
 
10.26.3
 
 
10.26.4
 
 
10.26.5
 
 
Exhibit
Number
 
Description
194
 
 
10.26.6
 
 
10.26.7
 
 
 
 
 
10.26.8
 
 
 
 
 
 
10.26.9
 
 
 
 
 
 
 
10.26.10
 
 
 
 
 
 
10.26.11
 
 
 
 
 
 
10.26.12
 
 
 
 
 
10.26.13
 
 
 
 
 
10.26.14
 
 
 
 
Exhibit
Number
 
Description
195
10.26.15
 
 
 
 
10.27*
 
 
 
10.28
 
 
10.29
 
 
10.30
 
 
10.31
 
 
10.32
 
 
10.33
 
 
10.34
 
 
10.35
 
 
10.36
 
 
10.37
 
 
 
 
Exhibit
Number
 
Description
196
10.38
 
 
 
10.40
 
 
21*
 
 
23.1*
 
 
23.2*
 
 
31.1*
 
 
31.2*
 
 
32*
 
 
99*
 
 
 
101.INS*
 
Inline XBRL Instance Document.
 
101.SCH*
 
Inline XBRL Schema Document.
 
101.CAL*
 
Inline XBRL Calculation Linkbase Document.
 
101.DEF*
 
Inline XBRL Definition Linkbase Document.
 
101.LAB*
 
Inline XBRL Labels Linkbase Document.
 
101.PRE*
 
Inline XBRL Presentation Linkbase Document.
 
104*
 
Cover Page Interactive Data File (formatted as Inline XBRL
 
and contained in Exhibit 101).
 
*
Filed herewith.
 
The schedules to this exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K.
 
ConocoPhillips agrees to
furnish a copy of any schedule omitted from this exhibit to the SEC upon request.
 
ConocoPhillips has previously been granted confidential treatment for certain portions of this exhibit pursuant to Rule 24b-2
under the Securities Exchange Act of 1934, as amended.
 
 
 
 
 
 
 
 
197
SIGNATURES
 
 
Pursuant to the requirements of Section 13 or 15(d)
 
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
February 18, 2020
/s/ Ryan M. Lance
Ryan M. Lance
Chairman of the Board of Directors
and Chief Executive Officer
 
 
Pursuant to the requirements of the Securities Exchange
 
Act of 1934, this report has been signed, as of
February 18, 2020, on behalf of the registrant
 
by the following officers in the capacity indicated
 
and by a
majority of directors.
 
 
Signature
Title
/s/ Ryan M. Lance
Chairman of the Board of Directors
Ryan M. Lance
and Chief Executive Officer
(Principal executive officer)
/s/ Don E. Wallette, Jr.
Executive Vice President and
Don E. Wallette, Jr.
Chief Financial Officer
(Principal financial officer)
/s/ Catherine A. Brooks
Vice President and Controller
Catherine A. Brooks
(Principal accounting officer)
 
 
 
 
 
 
 
 
 
 
 
 
198
/s/ Charles E. Bunch
Director
Charles E. Bunch
 
/s/ Caroline M. Devine
Director
Caroline M. Devine
/s/ Gay Huey Evans
Director
Gay Huey Evans
/s/ John V.
 
Faraci
Director
John V.
 
Faraci
/s/ Jody Freeman
Director
Jody Freeman
/s/ Jeffrey A. Joerres
Director
Jeffrey A. Joerres
/s/ William H. McRaven
Director
William H. McRaven
/s/ Sharmila Mulligan
Director
Sharmila Mulligan
/s/ Arjun N. Murti
Director
Arjun N. Murti
/s/ Robert A. Niblock
Director
Robert A. Niblock
 
EX-4.1 2 d875559dex41.htm EX-4.1 EX-4.1
 
Exhibit 4.1
 
1
 
DESCRIPTION OF THE REGISTRANT’S
 
SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF
 
THE
SECURITIES EXCHANGE ACT OF 1934
 
As of December 31, 2019, ConocoPhillips
 
had two classes of securities registered under
 
Section
12 of the Securities Exchange Act of 1934, as
 
amended:
 
our common stock and the 7% Debentures
due 2029 issued by ConocoPhillips Company, as successor to Phillips Petroleum
 
Company (the “2029
Debentures”). Unless the context otherwise requires,
 
references to “ConocoPhillips,” “us,” “we”
 
and
“our” are solely to ConocoPhillips and not to any of
 
its subsidiaries or affiliates, and references to
“CPCo” refer solely to ConocoPhillips Company, and not any of its subsidiaries
 
or affiliates.
DESCRIPTION OF CAPITAL STOCK
 
The following summary description of our common
 
stock is based upon our certificate of
incorporation and bylaws and applicable provisions
 
of the law.
 
The summary is not complete and is
subject to and qualified in its entirety by reference
 
to the complete text of our certificate
 
of
incorporation and bylaws, which are filed as
 
exhibits to this Annual Report on Form
 
10-K. You
should read those documents for provisions
 
that may be important to you.
Authorized Capital Stock
 
We are authorized to issue 2.5 billion shares of common stock, par value $0.01
 
per share, and
500 million shares of preferred stock, par value
 
$0.01 per share.
 
As of December 31, 2019, there were
1,084,868,389 shares of common stock issued and
 
outstanding and no shares of preferred stock
 
issued
and outstanding.
Common Stock
 
Each holder of our common stock is entitled
 
to one vote per share in the election of directors
 
and
on all other matters submitted to the vote of
 
our stockholders. However, except as otherwise required
by law, holders of our common stock are not entitled to vote on any amendment
 
to our certificate of
incorporation that relates solely to the terms of
 
any series of our preferred stock if holders
 
of our
preferred stock are entitled to vote on the amendment
 
under our certificate of incorporation or
Delaware law. There are no cumulative voting rights, meaning that the holders
 
of a majority of the
shares of our common stock voting for the election
 
of directors can elect all of the directors
 
standing
for election.
 
Subject to the rights of the holders of any
 
series of our preferred stock that may be
 
outstanding
from time to time, each share of our common stock
 
will have an equal and ratable right to receive
dividends as may be declared by the our board of
 
directors out of funds legally available for
 
the
payment of dividends, and, in the event of
 
our liquidation, dissolution or winding up,
 
will be entitled
to share equally and ratably in the assets available
 
for distribution to our stockholders. No holder
 
of
our common stock will have any preemptive
 
or other subscription rights to purchase or subscribe
 
for
any of our securities. In addition, holders of our
 
common stock have no conversion rights,
 
and there
are no redemption or sinking fund provisions applicable
 
to our common stock.
 
 
Our common stock is traded on the New York Stock Exchange under the trading
 
symbol "COP."
The transfer agent for our common stock is
 
Computershare Shareowner Services LLC.
 
 
 
Exhibit 4.1
 
2
 
Anti-Takeover Provisions of ConocoPhillips' Certificate of Incorporation and Bylaws
 
Our certificate of incorporation and bylaws contain
 
provisions that could delay or make more
difficult the acquisition of control of us through a hostile
 
tender offer, open market purchases, proxy
contest, merger or other takeover attempt that a stockholder
 
might consider in his or her best interest,
including those attempts that might result in
 
a premium over the market price of our common
 
stock.
Authorized but Unissued Stock
 
We have 2.5 billion authorized shares of common stock and 500 million authorized
 
shares of
preferred stock. One of the consequences of our
 
authorized but unissued common stock and
undesignated preferred stock may be to enable our
 
board of directors to make more difficult or to
discourage an attempt to obtain control of us.
 
If, in the exercise of its fiduciary obligations,
 
our board
of directors determined that a takeover proposal
 
was not in our best interest, our board of directors
could authorize the issuance of those shares
 
without stockholder approval, subject to limits
 
imposed
by the New York Stock Exchange. The shares could be issued in one or more transactions
 
that might
prevent or make the completion of a proposed change
 
of control transaction more difficult or costly
by:
 
diluting the voting or other rights of the proposed
 
acquiror or insurgent stockholder
group;
 
creating a substantial voting block in institutional
 
or other hands that might undertake to
support the position of the incumbent board; or
 
effecting an acquisition that might complicate or preclude
 
the takeover.
 
In this regard, our certificate of incorporation
 
grants our board of directors broad power to
establish the rights and preferences of the authorized
 
and unissued preferred stock. Our board
 
of
directors could establish one or more series of preferred
 
stock that entitle holders to:
 
vote separately as a class on any proposed merger or consolidation;
 
cast a proportionately larger vote together with our common
 
stock on any transaction or
for all purposes;
 
elect directors having terms of office or voting rights
 
greater than those of other directors;
 
convert preferred stock into a greater number
 
of shares of our common stock or other
securities;
 
demand redemption at a specified price under prescribed
 
circumstances related to a
change of control of us; or
 
exercise other rights designed to impede a takeover.
Stockholder Action by Written Consent; Special Meetings of Stockholders
Our certificate of incorporation provides that
 
no action that is required or permitted to be taken
 
by
stockholders at any annual or special meeting
 
may be taken by written consent of stockholders in
 
lieu
of a meeting, and that special meetings of stockholders
 
may be called only by our board of directors
 
or
the chairman of the board.
Advance Notice Procedure for Director
 
Nominations and Stockholder Proposals; Proxy
 
Access
Our bylaws provide the manner in which stockholders
 
may give notice of stockholder nominations
and other business to be brought before an annual
 
meeting. In general, to bring a matter before an
annual meeting or to nominate a candidate for director, a stockholder
 
must give notice of the proposed
matter or nomination not less than 90 and not more
 
than 120 days prior to the first anniversary date of
the immediately preceding meeting. If the annual
 
meeting is not within 30 days before or after
 
the
 
Exhibit 4.1
 
3
 
anniversary date of the preceding annual meeting,
 
the stockholder notice must be received not
 
earlier
than the 120th day prior to the date of such annual
 
meeting and not later than the close of business
 
on
the later of (1) 90 days prior to the date of the
 
annual meeting or (2) if the first public
 
announcement
of the date of such annual meeting is less
 
than 100 days prior to the date of the annual
 
meeting, the
close of business on the 10th day following the day
 
on which notice of the annual meeting was mailed
or first publicly disclosed.
 
In addition to the director nomination provisions
 
described above, our bylaws contain
 
a “proxy
access” provision that provides that any stockholder
 
or group of up to twenty stockholders who have
owned 3% or more of our outstanding common stock
 
continuously for at least three years to nominate
and include in our proxy materials director
 
candidates constituting up to 20% of our board
 
of directors
or two directors, whichever is greater, provided that the stockholders
 
and the nominees satisfy the
eligibility requirements specified in our bylaws.
 
A stockholder proposing to nominate a person for
election to our board of directors through the proxy
 
access provision must provide us
 
with a notice
requesting the inclusion of the director nominee in
 
our proxy materials and other required information
not less than 120 days nor more than 150 days
 
prior to the first anniversary of the date on
 
which we
first mail our proxy materials for the preceding
 
year's annual meeting of stockholders.
 
In addition, an
eligible stockholder may include a written statement
 
of not more than 500 words supporting
 
the
candidacy of such stockholder nominee. The complete
 
proxy access provision for director
nominations are set forth in our bylaws.
 
These procedures may limit the ability of stockholders
 
to nominate candidates for director and
bring other business before a stockholders meeting,
 
including the consideration of any transaction
 
that
could result in a change of control and that might
 
result in a premium to our stockholders.
Fair Price Provision
 
Our certificate of incorporation requires that specified
 
business combinations involving a person
or entity that beneficially owns 15% or more of
 
the outstanding shares of our voting stock
 
or that is an
affiliate of that person, which we refer to as a related person,
 
must be approved by (1) at least 80% of
the votes entitled to be cast by the voting stock
 
and (2) at least 66
2
/3% of the votes entitled to be cast
by the voting stock other than voting stock owned
 
by the related person. These supermajority
requirements do not apply if:
 
a majority of the directors who are unaffiliated with the
 
related person and who were in
office before the related person became a related person
 
approve the transaction; or
 
specified fair price conditions are met that
 
in general provide that the payment received
by the stockholders in the business combination
 
is not less than the amount the related
person paid or agreed to pay for any shares of our
 
voting stock acquired within one year
of the business combination.
Amendment of Certificate of Incorporation
 
and Bylaws
 
Amendments to our certificate of incorporation
 
generally must be approved by our board of
directors and by a majority of the outstanding
 
stock entitled to vote on the amendment,
 
and, if
applicable, by majority of the outstanding stock
 
of each class or series entitled to vote on the
amendment as a class or series.
 
Under our certificate of incorporation, the affirmative
 
vote of shares representing not less than
80% of the votes entitled to be cast by the voting
 
stock is required to alter, amend or adopt any
provision inconsistent with or repeal the provisions
 
that, among others, (1) control the constitution
 
of
our board of directors, (2) deny stockholders the
 
right to call a special meeting or to act
 
by written
 
Exhibit 4.1
 
4
 
consent, (3) limit or eliminate the liability
 
of our directors and (4) set the 80% supermajority
 
threshold
applicable with respect to the provisions above.
 
Additionally, the affirmative vote of shares representing (1) not less than 80% of the
 
votes
entitled to be cast by the voting stock, voting together
 
as a single class, and (2) not less than 66
2
/3% of
the votes entitled to be cast by the voting stock
 
not owned, directly or indirectly, by any related person
is required to amend, repeal, or adopt any provisions
 
inconsistent with, the fair price provision
described above.
 
Our bylaws have similar supermajority vote requirements
 
for provisions relating to, among
others, special stockholder meetings; prohibition
 
on action by stockholder written consent;
 
nominating
directors and bringing business before an annual
 
stockholder meeting; the number, classification and
qualification of directors; filling vacancies
 
on the board of directors; and removing directors.
Limitation of Liability of Directors
 
To the fullest extent permitted by Delaware law, our directors will not be personally liable to us
or our stockholders for monetary damages for breach
 
of fiduciary duty as a director. Delaware law
currently permits the elimination of all liability
 
for breach of fiduciary duty, except liability:
 
for any breach of the duty of loyalty to us or our
 
stockholders;
 
for acts or omissions not in good faith or involving
 
intentional misconduct or a knowing
violation of law;
 
for unlawful payment of a dividend or unlawful stock
 
purchases or redemptions; and
 
for any transaction from which the director derived
 
an improper personal benefit.
 
As a result, neither us nor our stockholders
 
have the right, through stockholders' derivative
 
suits
on our behalf, to recover monetary damages
 
against a director for breach of fiduciary
 
duty as a
director, including breaches resulting from grossly negligent behavior, except in the situations
described above.
Delaware Anti-Takeover Law
 
We are a Delaware corporation and is subject to Section 203 of the Delaware General
Corporation Law, which regulates corporate acquisitions. Section 203 prevents
 
an “interested
stockholder,” which is defined generally as a person owning 15% or
 
more of a corporation's voting
stock, or any affiliate or associate of that person, from engaging
 
in a broad range of “business
combinations” with the corporation for three years
 
after becoming an interested stockholder
 
unless:
 
the board of directors of the corporation had
 
previously approved either the business
combination or the transaction that resulted in
 
the stockholder's becoming an interested
stockholder;
 
upon completion of the transaction that resulted
 
in the stockholder's becoming an
interested stockholder, that person owned at least 85% of the voting
 
stock of the
corporation outstanding at the time the transaction
 
commenced, excluding shares owned
by persons who are directors and also officers and shares
 
owned in employee stock plans
in which participants do not have the right to determine
 
confidentially whether shares
held subject to the plan will be tendered in a tender
 
or exchange offer; or
 
following the transaction in which that person became
 
an interested stockholder, the
business combination is approved by the board of
 
directors of the corporation and holders
of at least two-thirds of the outstanding voting stock
 
not owned by the interested
stockholder.
 
Exhibit 4.1
 
5
 
 
Under Section 203, the restrictions described
 
above also do not apply to specific business
combinations proposed by an interested stockholder
 
following the announcement or notification
 
of
designated extraordinary transactions involving the corporation
 
and a person who had not been an
interested stockholder during the previous three
 
years or who became an interested stockholder
 
with
the approval of a majority of the corporation's
 
directors, if such extraordinary transaction is
 
approved
or not opposed by a majority of the directors who
 
were directors prior to any person becoming an
interested stockholder during the previous three
 
years or were recommended for election or elected
 
to
succeed such directors by a majority of such
 
directors.
 
Section 203 may make it more difficult for a person
 
who would be an interested stockholder to
effect various business combinations with a corporation
 
for a three-year period.
DESCRIPTION OF THE 2029 DEBENTURES
 
The following description of the 2029 Debentures
 
is a summary and does not purport to
 
be
complete.
 
It is subject to and qualified in its entirety
 
by reference to the Indenture, dated September
15, 1990 (the “Indenture”), as supplemented by
 
Supplemental Indenture No. 1, dated May
 
23, 1991,
and the Supplement, dated September 9, 2002 (together
 
with the Indenture, the “Senior Indenture”),
between CPCo (as successor to Phillips Petroleum
 
Company) and U.S. Bank National Association,
formerly First Trust National Association (as successor to
 
Continental Bank, National Association), as
trustee, forms of which are available from us
 
upon request.
 
The 2029 Debentures are traded on the
NYSE Stock Exchange under CUSIP No. 718507BK1.
 
You
 
should read the Senior Indenture for
provisions that may be important to you.
 
Interest and Maturity
The 2029 Debentures were initially issued
 
in aggregate principal amount of $200,000,000
 
and bear
interest at the rate of 7% per year. The maturity date of the 2029 Debentures
 
is March 30, 2029.
 
Interest on the 2029 Debentures are payable semiannually
 
on March 30 and September 30 of each
year, commencing September 30, 1999, to the holders of record
 
of the 2029 Debentures at the close of
business on the preceding March 15 or September
 
15, whether or not that day is a business day. All
payments of interest and principal are payable in
 
United States dollars.
 
Principal and interest on the 2029 Debentures are
 
payable, and the 2029 Debentures may
 
be presented
for transfer and exchange, at the corporate trust
 
office or agency of the trustee in New York, New
York or Chicago, Illinois.
 
Payment of interest may also be made by check
 
mailed to the registered
holders, at our option.
 
Ranking; Guarantees
The 2029 Debentures are senior unsecured obligations
 
of CPCo and rank equally in right of payment
to all of CPCo’s other unsecured senior indebtedness. The 2029 Debentures
 
are not be entitled to the
benefit of any sinking fund. ConocoPhillips
 
has fully and unconditionally guaranteed, on a senior
unsecured basis, the full and prompt payment of the
 
principal of and interest on the 2029 Debentures,
when and as they be become due and payable,
 
whether at maturity or otherwise.
 
Optional Redemption
 
At CPCo’s option, CPCo may redeem the 2029 Debentures, in whole
 
or in part, at any time or from
time to time at a redemption price equal to the greater
 
of (i) 100 percent of the principal amount of the
2029 Debentures to be redeemed, and (ii) the sum
 
of the present values of the remaining scheduled
payment of principal and interest on the 2029
 
Debentures to be redeemed (not including any portion
of such payments of interest accrued as of the date
 
of redemption) discounted to the date
 
of
 
Exhibit 4.1
 
6
 
redemption on a semi-annual basis (assuming
 
a 360-day year consisting of twelve 30-day
 
months) at
the Adjusted Treasury Rate (as defined below) plus 25 basis
 
points for the 2029 Debentures, as
determined by the Quotation Agent (as defined below),
 
in each case, plus accrued interest thereon
 
to
the date of redemption.
 
Notice of any redemption must be mailed at least
 
30 days but not more than 60 days before
 
the
redemption date to each holder of the 2029
 
Debentures to be redeemed. Unless CPCo defaults
 
in
payment of the redemption price, on and after
 
the redemption date, interest will cease to accrue on
 
the
2029 Debentures or portions thereof called for
 
redemption.
 
 
“Adjusted Treasury Rate” means, with respect to any redemption
 
date, the rate per annum equal to the
semi-annual equivalent yield to maturity of
 
the Comparable Treasury Issue, assuming a price for the
Comparable Treasury Issue (expressed as a percentage of
 
its principal amount) equal to the
Comparable Treasury Price for such redemption date.
 
“Comparable Treasury Issue” means the United States Treasury security selected
 
by the Quotation
Agent as having a maturity comparable to the
 
remaining term of the 2029 Debentures to
 
be redeemed
that would be utilized, at the time of selection
 
and in accordance with customary financial practice,
 
in
pricing new issues of corporate debt securities of
 
comparable maturity to the remaining term
 
of the
2029 Debentures.
 
 
“Comparable Treasury Price” means, with respect to any
 
redemption date, (i) the average of the
Reference Treasury-Dealer Quotations for such redemption date,
 
after excluding the highest and
lowest of
such Reference Treasury Dealer Quotations, or (ii) if the trustee
 
obtains fewer than three such
Reference
Treasury Dealer Quotations, the average of all such quotations.
 
“Quotation Agent” means the Reference Treasury Dealer appointed
 
by CPCo.
 
“Reference Treasury Dealer” means (i) each of Merrill
 
Lynch, Pierce, Fenner & Smith Incorporated,
Chase Securities Inc., Goldman, Sachs & Co.
 
and J.P.
 
Morgan Securities Inc. and their respective
successors;
provided, however, that if any of the foregoing shall cease to be a primary
 
U.S. Government securities
dealer
in New York City (a "Primary Treasury Dealer"), CPCo shall substitute therefor another Primary
Treasury
Dealer, and (ii) any other Primary Treasury Dealer selected by CPCo.
 
“Reference Treasury Dealer Quotations” means, with respect
 
to each Reference Treasury Dealer and
any
redemption date, the average, as determined by
 
CPCo, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its
 
principal amount) quoted in writing to the
trustee by such Reference Treasury Dealer at 5:00 p.m., New
 
York City time, on the third business
day preceding such
redemption date.
 
Certain Covenants
Limitation on Liens
 
CPCo will not, and will not permit any Restricted
 
Subsidiary (as defined below) to, incur, issue,
assume or guarantee any indebtedness for borrowed
 
money secured by a mortgage, pledge or other
lien (“Mortgage”) on any Restricted Property
 
(as defined below), or on any shares of stock or
 
Exhibit 4.1
 
7
 
indebtedness of a Restricted Subsidiary, without providing that the 2029 Debentures
 
shall be secured
equally and ratably with (or prior to) such secured
 
indebtedness, unless after giving effect thereto
 
the
aggregate amount of all such indebtedness so
 
secured (other than indebtedness secured by excepted
Mortgages referred to in the following sentence),
 
together with all CPCo’s Attributable Debt (as
defined below) and CPCo’s Restricted Subsidiaries in respect of sale and leaseback
 
transactions
involving Restricted Property, except sale and leaseback transactions, the proceeds
 
of which are
applied to the retirement of funded debt, would not
 
exceed 10 percent of Consolidated Adjusted
 
Net
Assets (as defined below) as shown on CPCo’s latest audited consolidated
 
financial statements. This
restriction will not apply to (a) Mortgages on property
 
of, or on any shares of stock or indebtedness
 
of,
any corporation existing at the time such corporation
 
becomes a Subsidiary (as defined below), (b)
Mortgages on property existing at the time
 
of acquisition thereof (including acquisition
 
through
merger or consolidation) or to secure the payment of all
 
or any part of the purchase price or
construction cost thereof or to secure any indebtedness
 
incurred prior to, at the time of, or within six
months after such acquisition or completion of such
 
property for the purpose of financing
 
all or any
part of the purchase price or construction cost thereof,
 
(c) Mortgages on substantially unimproved
property to secure the cost of exploration, drilling
 
or development of, or improvements to, such
property, and (d) Mortgages in favor of CPCo or a Restricted Subsidiary, and will not apply to any
extension, renewal or replacement of any
 
Mortgage referred to in the foregoing clauses
 
(a) through
(d), inclusive. The following types of transactions
 
are not deemed to create indebtedness
 
secured by
Mortgage (a) the sale or transfer of crude oil, natural
 
gas or natural gas liquids in place for a period
 
of
time until, or in an amount such that, the purchaser
 
will realize there from a specified amount of
money or of such oil, gas or gas liquids, or any
 
other interest in property commonly referred
 
to as a
"production payment,” and (b) the Mortgage
 
of any property of CPCo or any Subsidiary
 
in favor of
governmental bodies to secure partial progress,
 
advance or other payments to CPCo or
 
any Subsidiary
pursuant to any contract or statute, or the Mortgage
 
of any property to secure indebtedness of the
pollution control or industrial revenue bond type.
Limitation on Sales and Leasebacks
 
Neither CPCo nor any Restricted Subsidiary may
 
enter into any sale and leaseback transaction
involving any Restricted Property which has been
 
owned or operated by CPCo or such
 
Restricted
Subsidiary for more than six months unless (a)
 
CPCo or such Restricted Subsidiary could
 
mortgage
such property in an amount equal to the
 
Attributable Debt with respect to the sale and leaseback
transaction without equally and ratably securing
 
the 2029 Debentures, (b) since the date
 
of the Senior
Indenture and within a period commencing
 
12 months prior to the consummation of the
 
sale and
leaseback transaction and ending 12 months after
 
the consummation of such sale and leaseback
transaction, CPCo or any Restricted Subsidiary
 
has expended or will expend for any Restricted
Property an amount equal to (i) the greater
 
of (x) the net proceeds of such sale and leaseback
transaction and (y) the fair market value of the
 
Restricted Property so leased at the time
 
of entering
into such transaction, as determined by CPCo’s board of directors
 
(the greater of the sums specified in
clauses (x) and (y) being referred to herein as the
 
"Net Proceeds of such transaction"), and CPCo
elects to designate such amount as satisfying
 
any obligation it would otherwise have under
 
clause (c)
hereof, or (ii) a part of the Net Proceeds of such
 
transaction and CPCo elects to designate
 
such amount
as satisfying part of the obligation it would otherwise
 
have under clause (c) hereof and applies
 
an
amount equal to the remainder of such Net Proceeds
 
as provided in clause (c) hereof, or (c) CPCo,
within 12 months of the consummation of any
 
such sale and leaseback transaction, applies
 
an amount
equal to the Net Proceeds of such transaction (less
 
any amount elected under clause (b) hereof)
 
to the
retirement of certain funded indebtedness of CPCo
 
ranking on a parity with the 2029 Debentures.
 
This
restriction will not apply to certain sale and leaseback
 
transactions (a) between CPCo and a Restricted
Subsidiary or between Restricted Subsidiaries,
 
or (b) involving the taking back of a lease
 
for a period
of less than three years.
 
 
 
Exhibit 4.1
 
8
 
Limitations on Mergers and Sales of Assets
 
Neither the Senior Indenture nor the 2029 Debentures
 
contain covenants or other provisions to afford
protection to the holders of the 2029 Debentures in
 
the event of a recapitalization, holding
 
company
merger, or other transaction (leverage or otherwise) with CPCo, CPCo’s management or affiliates,
except to the limited extent described below.
CPCo may not consolidate with, or merge into, any corporation
 
or convey or transfer its properties
and assets substantially as an entirety to any person
 
unless the successor entity shall be a corporation
organized under the laws of the United States or any
 
state or the District of Columbia and shall
expressly assume CPCo’s obligations under the Senior Indenture. If, upon
 
any such consolidation,
merger, conveyance or transfer of CPCo with or into any person or of any
 
Restricted Subsidiary with
or to any other Subsidiary, any Restricted Property of CPCo or of any Restricted
 
Subsidiary or any
shares of stock or indebtedness of any Restricted
 
Subsidiary would thereupon become subject
 
to any
Mortgage (other than a Mortgage permitted under
 
the limitation on liens described above, without
CPCo having to secure the 2029 Debentures equally
 
and ratably), CPCo will secure the 2029
Debentures (together with, if CPCo shall so
 
determine, other securities ranking on a parity
 
with the
2029 Debentures) prior to all liens other than any
 
theretofore existing.
Definitions
“Attributable Debt” is defined to mean the total
 
net amount of rent (discounted at the rate
 
per annum
indicated in the Senior Indenture) required to
 
be paid during the remaining term of any
 
lease.
 
 
“Consolidated Adjusted Net Assets” is defined to mean
 
the total amount of assets after deducting
therefrom (a) all current liabilities (excluding
 
any thereof which are by their terms extendible
 
or
renewable at the option of the obligor thereon to
 
a time more than twelve months after the time
 
as of
which the amount thereof is being computed), and
 
(b) total prepaid expenses and deferred charges.
 
 
“Restricted Property” is defined to mean (a) any interest
 
in property located in the United States
(including any interest in property located off the coast
 
of the United States operated pursuant
 
to
leases from any governmental body) which is producing
 
crude oil, natural gas or natural gas liquids in
paying quantitates, or (b) any refining or manufacturing
 
plant located in the United States, except (i)
related transportation or marketing facilities,
 
or (ii) any refining or manufacturing plant or portion
thereof which, in the opinion of CPCo’s board of directors, is not a principal
 
plant in relation to
CPCo’s activities and Restricted Subsidiaries as a whole.
 
 
“Restricted Subsidiary” is defined to mean any
 
Subsidiary which owns a Restricted Property
 
if
substantially all of the tangible property in
 
which such Subsidiary has an interest in (a) is
 
located in
the United States, or (b) is located off the coast of the United
 
States and is operated pursuant to leases
from any governmental body.
 
 
“Subsidiary” is defined to mean a corporation,
 
a majority of the outstanding voting stock
 
of which is
owned, directly or indirectly, by CPCo or by one or more other Subsidiaries,
 
or by CPCo and one or
more other Subsidiaries.
 
Exhibit 4.1
 
9
 
Modifications of the Senior Indenture
The Senior Indenture contains provisions permitting
 
CPCo and the trustee, with the consent of
 
the
holders of not less than 66⅔ percent-in principal
 
amount of the 2029 Debentures at the time
outstanding, to modify the Senior Indenture or
 
any supplemental indenture, or the rights
 
of the holders
of the 2029 Debentures; provided that no such modification
 
shall (i) extend the fixed maturity of the
2029 Debentures, or reduce the principal amount
 
thereof (including in the case of a discounted
security the amount payable thereon in the event
 
of acceleration or the amount provable in
bankruptcy) or any redemption premium thereon,
 
or reduce the rate or extend the time of payment of
interest thereon, or make the principal of, or interest
 
or premium on, the 2029 Debentures payable
 
in
any coin or currency other than that provided in
 
the 2029 Debentures, or impair or affect the right
 
of
any 2029 Debentures holder to institute
 
suit for the payment thereof or the right of prepayment,
 
if any,
at the option of the holder, without the consent of the holder
 
of each 2029 Debentures so affected, or
(ii) reduce the aforesaid percentage of 2029 Debentures
 
the consent of the holders of which is required
for any such modification.
Events of Default
An Event of Default is defined in the Senior Indenture
 
as being:
 
 
Default for 30 days in payment of any interest
 
on the 2029 Debentures;
 
 
Default in payment of principal and premium of
 
the 2029 Debentures as and when the
 
same
shall become due and payable either at maturity, upon redemption, by declaration
 
or
otherwise;
 
Default by CPCo in the performance of any other
 
of the covenants or agreements in the
Senior Indenture which shall not have been remedied
 
for a period of 90 days after notice; or
 
 
Certain events of bankruptcy, insolvency, and reorganization of CPCo.
 
The Senior Indenture provides that the trustee
 
may withhold notice to the holders of the 2029
Debentures of any default (except in payment
 
of principal or of interest or premium on the 2029
Debentures) if the trustee considers it in
 
the interest of the holders to do so.
If an Event of Default due to the default in the
 
payment of principal, interest or premium,
 
if any, on
the 2029 Debentures shall have occurred and
 
be continuing, either the trustee or the holders
 
of 25
percent in principal amount of the 2029 Debentures
 
affected thereby then outstanding may declare the
principal of all such 2029 Debentures to be
 
due and payable immediately. If an Event of Default
resulting from default in performance of any other
 
of the covenants or agreements in the
 
Senior
Indenture or certain events of bankruptcy, insolvency and reorganization of CPCo, either
 
the trustee or
the holders of 25 percent in principal amount of all
 
2029 Debentures then outstanding may
 
declare the
principal of all 2029 Debentures to be due and
 
payable immediately, but upon certain conditions such
declarations may be annulled and past defaults
 
may be waived (except defaults in payment
 
of
principal of or interest or premium on the 2029
 
Debentures) by the holders of a majority in
 
principal
amount of the 2029 Debentures then outstanding.
 
The holders of a majority in principal amount
 
of the 2029 Debentures affected and then outstanding
shall have the right to direct the time, method
 
and place of conducting any proceeding for any remedy
available to the trustee under the Senior Indenture,
 
provided that holders of the 2029 Debentures
 
have
offered to the trustee reasonable indemnity against expenses
 
and liabilities.
 
Defeasance
 
The
 
Senior
 
Indenture
 
provides
 
that
 
CPCo,
 
at
 
its
 
option:
 
(a)
 
will
 
be
 
discharged
 
from
 
any
 
and
 
all
obligations in respect of the
 
2029 Debentures (except for certain
 
obligations to register the transfer
 
or
 
Exhibit 4.1
 
10
 
exchange
 
of
 
2029
 
Debentures,
 
replace
 
stolen,
 
lost
 
or
 
mutilated
 
2029
 
Debentures,
 
maintain
 
paying
agencies and
 
hold moneys
 
for payment
 
in trust)
 
or (b)
 
need not
 
comply with
 
certain restrictive
 
covenants
of the Senior Indenture (including those described herein), in each case if CPCo deposits, in trust with
the trustee or the defeasance agent, money or U.S. government obligations which through the payment
of interest
 
thereon and
 
principal thereof
 
in accordance
 
with their
 
terms will
 
provide money, in
 
an amount
sufficient to pay all the principal (including
 
any mandatory sinking fund payments)
 
of, and interest and
premium, if any,
 
on, the 2029
 
Debentures on the
 
dates such payments are
 
due in accordance
 
with the
terms of such 2029 Debentures.
 
Governing Law
 
The Senior Indenture and the 2029 Debentures are
 
governed by the internal law of the State of
 
New
York.
 
EX-10.10.1 3 d875559dex10101.htm EX-10.10.1 EX-10.10.1
 
Exhibit 10.10.1
 
1
 
CONOCOPHILLIPS
KEY EMPLOYEE SUPPLEMENTAL RETIREMENT PLAN
2020 AMENDMENT AND RESTATEMENT
 
The ConocoPhillips
 
Key Employee
 
Supplemental Retirement
 
Plan (“KESRP”)
 
is hereby
amended
 
and
 
restated
 
effective
 
as
 
of
 
January
 
1,
 
2020
 
(except
 
where
 
another
 
date
 
is
specified herein with regard to a particular provision).
 
Immediately
 
prior
 
to
 
effectiveness
 
of
 
this
 
2020
 
Amendment
 
and
 
Restatement,
 
KESRP
was
 
and
 
remains
 
subject
 
to
 
the
 
2012
 
Restatement
 
of
 
the
 
Key
 
Employee
 
Deferred
Compensation Plan
 
of ConocoPhillips,
 
Title
 
II, which
 
was effective
 
as of.
 
the "Effective
Time"
 
defined in
 
the Employee
 
Matters Agreement
 
by and
 
between ConocoPhillips
 
and
Phillips
 
66
 
(the
 
"Effective
 
Time")
 
and
 
conditioned
 
on
 
the
 
occurrence
 
of
 
the
"Distribution"
 
defined
 
in
 
such
 
Employee
 
Matters
 
Agreement
 
(the
 
"Distribution"),
together
 
with
 
the
 
First
 
Amendment
 
to
 
ConocoPhillips
 
Key
 
Employee
 
Supplemental
Retirement
 
Plan
 
(2012
 
Restatement),
 
effective
 
September
 
1,
 
2015,
 
and
 
the
 
Second
Amendment
 
to
 
ConocoPhillips
 
Key
 
Employee
 
Supplemental
 
Retirement
 
Plan
 
(2012
Restatement), effective April 1, 2016.
 
Preamble
 
The
 
purpose
 
of
 
the
 
ConocoPhillips
 
Key
 
Employee
 
Supplemental
 
Retirement
 
Plan
 
(the
"Plan")
 
is
 
to
 
attract
 
and
 
retain
 
key
 
employees
 
by
 
providing
 
them
 
with
 
supplemental
retirement benefits.
 
The Plan
 
is sponsored
 
and maintained by
 
ConocoPhillips Company.
 
The
 
Plan
 
is
 
intended
 
to
 
be
 
and
 
shall
 
be
 
administered
 
in
 
part
 
as
 
an
 
unfunded
 
pension
excess
 
benefit
 
plan
 
within
 
the
 
meaning
 
of
 
ERISA
 
Section
 
3(36)
 
and
 
in
 
part
 
as
 
“a
 
plan
which
 
is
 
unfunded
 
and
 
is
 
maintained
 
by
 
an
 
employer
 
primarily
 
for
 
the
 
purpose
 
of
providing
 
deferred
 
compensation
 
for
 
a
 
select
 
group
 
of
 
management
 
or
 
highly
compensated employees” within the meaning of sections
 
201(2), 301(a)(3), and 401(a)(1)
of
 
ERISA.
 
Notwithstanding
 
any
 
other
 
provision
 
of
 
this
 
Plan,
 
this
 
Plan
 
shall
 
be
interpreted, operated, and administered in a manner consistent with these intentions.
 
 
Exhibit 10.10.1
 
2
 
 
PRE-AMERICAN JOBS CREATION
 
ACT OF 2004
GRANDFATHERED
 
PROVISIONS
 
Benefits
 
under
 
this
 
Plan,
 
formerly
 
called
 
the
 
Key
 
Employee
 
Supplemental
 
Retirement
Plan
 
of
 
Phillips
 
Petroleum
 
Company
 
(the
 
“Phillips
 
Plan”),
 
that
 
commenced
 
prior
 
to
January
 
1,
 
2005
 
(“AJCA-grandfathered
 
benefits”),
 
shall
 
be
 
subject
 
exclusively
 
to
 
the
terms
 
and
 
conditions
 
of
 
the
 
Phillips
 
Plan
 
in
 
effect
 
on
 
or
 
before
 
October
 
3,
 
2004.
 
No
change
 
in
 
the
 
ConocoPhillips
 
Retirement
 
Plan
 
adopted
 
subsequent
 
to
 
such
 
date
 
and
 
no
change
 
in
 
the
 
Phillips
 
Plan
 
or
 
in
 
the
 
ConocoPhillips
 
Key
 
Employee
 
Supplemental
Retirement
 
Plan
 
adopted
 
after
 
such
 
date
 
shall
 
apply
 
to
 
an
 
AJCA-grandfathered
 
benefit.
 
Provided,
 
however,
 
for
 
purposes
 
of
 
this
 
paragraph,
 
benefits
 
shall
 
be
 
deemed
 
to
 
have
commenced
 
prior
 
to
 
January
 
1,
 
2005,
 
and
 
shall
 
be
 
AJCA-grandfathered
 
benefits
 
if
 
the
relevant corporate officer
 
or committee approved
 
the Employee’s
 
petition regarding time
and
 
form
 
of
 
payment
 
before
 
January
 
1,
 
2005,
 
even
 
if
 
the
 
benefits
 
commenced
 
after
December 31,
 
2004.
 
The “relevant
 
corporate officer
 
or committee”
 
means the
 
person or
persons with the authority under the Phillips
 
Plan to approve a petition regarding the time
and form of payment.
 
SECTION I. Definitions
Terms used in
 
this Plan shall have the same meaning they have in the relevant Title
 
of the
ConocoPhillips Retirement Plan if they are not otherwise specifically defined herein.
As used in this Plan:
(a)
 
"Beneficiary"
 
shall
 
mean
 
a
 
person
 
or
 
persons
 
or
 
the
 
trustee
 
of
 
a
 
trust
 
for
 
the
benefit
 
of
 
a
 
person
 
designated
 
by
 
a
 
Participant
 
to
 
receive,
 
in
 
the
 
event
 
of
 
death,
any
 
unpaid
 
portion
 
of
 
a
 
Participant's
 
Benefits
 
from
 
this
 
Plan,
 
as
 
provided
 
in
Section III.
(b)
 
"Benefit" shall mean an obligation of the Company to pay amounts from the Plan.
(c)
 
"Board"
 
shall
 
mean
 
the
 
board
 
of
 
directors
 
of
 
the
 
Company,
 
as
 
it
 
may
 
be
comprised from time to time.
 
Exhibit 10.10.1
 
3
 
(d)
 
"Code" shall
 
mean the
 
Internal Revenue
 
Code of
 
1986, as
 
amended from
 
time to
time, or any successor statute.
(e)
 
"Committee" shall
 
mean the
 
Nonqualified Plans
 
Benefit Committee
 
as appointed
from
 
time
 
to
 
time
 
by
 
the
 
Board;
 
provided,
 
however,
 
that
 
until
 
a
 
successor
 
is
appointed by
 
the Board,
 
the individual
 
serving as
 
the Company’s
 
Vice
 
President
with responsibility over human resources shall be sole member of the Committee.
(f)
 
"Company" shall mean
 
ConocoPhillips Company,
 
a Delaware corporation,
 
or any
successor corporation.
 
The Company is a subsidiary of ConocoPhillips.
(g)
 
"ConocoPhillips"
 
shall
 
mean
 
ConocoPhillips,
 
a
 
Delaware
 
corporation,
 
or
 
any
successor
 
corporation.
 
ConocoPhillips
 
is
 
a
 
publicly
 
held
 
corporation
 
and
 
the
parent of the Company.
(h)
 
"Controlled
 
Group" shall mean ConocoPhillips and its Subsidiaries.
(i)
 
"Employee"
 
shall
 
mean
 
a
 
person
 
who
 
is
 
an
 
active
 
participant
 
or
 
a
 
terminated
vested participant in the Retirement Plan.
(j)
 
"ERISA"
 
shall
 
mean
 
the
 
Employee
 
Retirement
 
Income
 
Security
 
Act
 
of
 
1974,
 
as
amended from time to time, or any successor statute.
(k)
 
“Final
 
Average
 
Earnings”
 
shall
 
mean
 
“final
 
average
 
earnings”
 
as
 
that
 
term
 
is
defined in Title I of the ConocoPhillips Retirement Plan.
(l)
 
"Incentive
 
Compensation
 
Plan"
 
shall
 
mean
 
the
 
Incentive
 
Compensation
 
Plan
 
of
Phillips Petroleum Company,
 
the Annual Incentive Compensation Plan of Phillips
Petroleum Company,
 
the Variable
 
Cash Incentive Program
 
of ConocoPhillips,
 
or
successor plans or programs,
 
or all, as the context may require.
(m)
 
"KEDCP"
 
shall
 
mean
 
the
 
Key
 
Employee
 
Deferred
 
Compensation
 
Plan
 
of
ConocoPhillips or a successor plan.
(n)
 
"MSBP"
 
shall
 
mean
 
the
 
Burlington
 
Resources
 
Inc.
 
Management
 
Supplemental
Benefits Plan (or any successor plan thereto).
(o)
 
"Participant"
 
shall
 
mean
 
an
 
Employee
 
who
 
is
 
eligible
 
to
 
receive
 
a
 
benefit
 
from
this
 
Plan,
 
whether
 
as
 
an
 
active
 
participant
 
who
 
is
 
currently
 
employed
 
by
 
a
member
 
of
 
the
 
Controlled
 
Group
 
or
 
as
 
a
 
terminated
 
vested
 
participant
 
who
 
was
previously employed by a member of the Controlled Group.
 
Exhibit 10.10.1
 
4
 
(p)
 
"Participating
 
Subsidiary"
 
shall
 
mean
 
a Subsidiary
 
that
 
has
 
adopted
 
one
 
or more
plans making Participants eligible for participation in this Plan.
(q)
 
"Plan"
 
shall
 
mean
 
the
 
ConocoPhillips
 
Key
 
Employee
 
Supplemental
 
Retirement
Plan,
 
the
 
terms
 
of
 
which
 
are
 
stated
 
in
 
and
 
by
 
this
 
document.
 
The
 
Plan
 
is
sponsored and maintained by the Company.
(r)
 
"Plan Administrator" shall mean the Committee.
(s)
 
"Plan-age 55"
 
shall mean
 
the first
 
of the
 
calendar month
 
after an
 
Employee’s
 
age
55
 
or,
 
if
 
earlier,
 
the
 
date
 
the
 
applicable
 
title
 
of
 
the
 
Retirement
 
Plan
 
treats
 
the
Employee as being age 55.
(t)
 
"Plan Year"
 
shall mean January 1 through December 31.
(u)
 
"Restricted
 
Stock"
 
shall
 
mean
 
shares
 
of
 
Stock
 
which
 
have
 
certain
 
restrictions
attached
 
to
 
the
 
ownership
 
thereof.
 
It
 
shall
 
also
 
include
 
restricted
 
stock
 
units,
 
if
applicable,
 
being
 
units
 
each
 
of
 
which
 
shall
 
represent
 
a
 
hypothetical
 
share
 
of
Stock,
 
which
 
have
 
certain
 
restrictions
 
attached
 
to
 
the
 
ownership
 
thereof
 
or
 
the
delivery of shares pursuant thereto.
(v)
 
"Retirement
 
Plan"
 
shall
 
mean
 
the
 
ConocoPhillips
 
Retirement
 
Plan,
 
which
 
is
qualified under Code Section 401(a).
(w)
 
"Salary"
 
shall
 
mean
 
the
 
monthly
 
equivalent
 
rate
 
of
 
pay
 
for
 
an
 
Employee
 
before
adjustments for any before-tax voluntary reductions.
(x)
 
"Schedule
 
A
 
Employee"
 
shall
 
mean
 
an
 
Employee
 
whose
 
name
 
appears
 
in
Schedule A attached to and made a part of this Plan.
(y)
 
"Schedule
 
B
 
Employee"
 
shall
 
mean
 
an
 
Employee
 
whose
 
name
 
appears
 
in
Schedule B attached to and made a part of this Plan.
(z)
 
"Schedule
 
C
 
Employee"
 
shall
 
mean
 
an
 
Employee
 
whose
 
name
 
appears
 
in
Schedule C attached to and made a part of this Plan.
(aa)
 
"Separation from
 
Service" shall
 
mean the
 
date on
 
which the
 
Participant separates
from
 
service
 
with
 
the
 
Controlled
 
Group
 
within
 
the
 
meaning
 
of
 
Code
 
section
409A,
 
whether
 
by
 
reason
 
of
 
death,
 
disability,
 
retirement,
 
or
 
otherwise.
 
In
determining Separation
 
from Service,
 
with regard
 
to a
 
bona fide
 
leave of
 
absence
that is
 
due to
 
any medically
 
determinable physical
 
or mental
 
impairment that
 
can
be expected to result in
 
death or can be expected
 
to last for a continuous
 
period of
 
Exhibit 10.10.1
 
5
 
not
 
less
 
than
 
six
 
months,
 
where
 
such
 
impairment
 
causes
 
the
 
Employee
 
to
 
be
unable
 
to
 
perform
 
the
 
duties
 
of
 
his
 
or
 
her
 
position
 
of
 
employment
 
or
 
any
substantially similar
 
position of
 
employment, a
 
29-month period
 
of absence
 
shall
be
 
substituted
 
for
 
the
 
six-month
 
period
 
set
 
forth
 
in
 
section
 
1.409A-1(h)(1)(i)
 
of
the
 
regulations
 
issued
 
under
 
section
 
409A
 
of
 
the
 
Code,
 
as
 
allowed
 
thereunder.
 
For purposes
 
of this
 
Plan, Separation
 
from Service
 
shall not
 
include a
 
separation
caused by death.
(bb)
 
"Stock" means shares of common stock of ConocoPhillips, par value $.01.
(cc)
 
"Subsidiary"
 
shall mean
 
any corporation
 
or other
 
entity that
 
is treated
 
as a
 
single
employer
 
with
 
ConocoPhillips
 
under section
 
414(b),
 
(c),
 
or
 
(m)
 
of
 
the
 
Code.
 
In
applying section
 
1563(a)(1), (2),
 
and (3)
 
of the
 
Code for
 
purposes of
 
determining
a
 
controlled
 
group
 
of
 
corporations
 
under
 
section
 
414(b)
 
of
 
the
 
Code
 
and
 
for
purposes of
 
determining trades
 
or businesses
 
(whether or
 
not incorporated)
 
under
common
 
control
 
under
 
regulation
 
section
 
1.414(c)-2
 
for
 
purposes
 
of
 
section
414(c) of the Code, the language
 
“at least 80%” shall
 
be used without substitution
as allowed under regulations pursuant to section 409A of the Code.
(dd)
 
"Title
 
I"
 
shall
 
mean
 
Title
 
I
 
of
 
the
 
ConocoPhillips
 
Retirement
 
Plan
 
(Phillips
Retirement Income Plan).
(ee)
 
"Title II"
 
shall mean Title II of the ConocoPhillips Retirement Plan (Cash Balance
Account).
(ff)
 
"Title
 
III"
 
shall
 
mean
 
Title
 
III
 
of
 
the
 
ConocoPhillips
 
Retirement
 
Plan
 
(Tosco
Pension Plan).
(gg)
 
"Title IV" shall
 
mean Title
 
IV of the ConocoPhillips
 
Retirement Plan (Retirement
Plan of Conoco).
(hh)
 
"Total
 
Final Average
 
Earnings" shall mean
 
the sum of:
 
(i) the average of
 
the high
3
 
consecutive
 
Annual
 
Earnings,
 
(including
 
any
 
increases
 
under
 
Section
II(b)(i)(bb), (ee), (ff)
 
and (gg) of
 
this Plan, but
 
excluding Incentive Compensation
Plan
 
awards
 
and
 
any
 
increases
 
under
 
Section
 
II(b)(i)(aa),
 
(cc),
 
and
 
(dd)
 
of
 
this
Plan), paid or
 
deemed to be
 
paid in the
 
Employee’s
 
final eleven calendar
 
years of
employment
 
with
 
the
 
Company
 
or
 
a
 
Participating
 
Subsidiary
 
including
 
the
calendar
 
year
 
in
 
which
 
the
 
Employee’s
 
last
 
date
 
of
 
employment
 
with
 
the
 
 
Exhibit 10.10.1
 
6
 
Company or
 
a Participating
 
Subsidiary occurs;
 
plus (ii)
 
the average
 
of the
 
high 3
Incentive
 
Compensation
 
Plan
 
awards
 
(including
 
any
 
increases
 
under
 
Section
II(b)(i)(aa),
 
(cc),
 
or
 
(dd)
 
of
 
this
 
Plan,
 
but
 
excluding
 
any
 
increases
 
under
 
Section
II(b)(i)(bb),
 
(ee),
 
(ff)
 
and
 
(gg)
 
of
 
this
 
Plan)
 
paid
 
or
 
deemed
 
to
 
be
 
paid
 
in
 
the
Employee’s
 
final
 
eleven
 
calendar
 
years
 
of
 
employment
 
with
 
the
 
Company
 
or
 
a
Participating Subsidiary including
 
the calendar year
 
in which the
 
Employee’s
 
last
date
 
of
 
employment
 
with
 
the
 
Company
 
or
 
Participating
 
Subsidiary
 
occurs.
Provided,
 
however,
 
in
 
determining
 
Total
 
Final
 
Average
 
Earnings,
 
an
 
Incentive
Compensation
 
Plan
 
award
 
(and
 
any
 
increases
 
under
 
the
 
provisions
 
of
 
Section
II(b)(i)
 
cited
 
above)
 
shall
 
be
 
taken
 
into
 
consideration
 
only
 
if
 
the
 
Employee
 
to
whom
 
such
 
award
 
or
 
increase
 
applies,
 
was
 
at
 
the
 
time
 
of
 
the
 
award
 
or
 
increase,
classified
 
in
 
a
 
ConocoPhillips
 
salary
 
grade
 
19
 
or
 
above
 
job
 
or
 
any
 
equivalent
salary grade of Phillips Petroleum Company.
(ii)
 
"Trustee"
 
shall mean
 
the trustee
 
of the
 
grantor trust
 
established for
 
this Plan
 
by a
trust agreement between the Company and the trustee, or any successor trustee.
 
SECTION II.
 
Plan Accrued Benefit.
(a)
 
An
 
Employee
 
shall
 
be
 
entitled
 
to
 
payments
 
under
 
this
 
Plan
 
based on
 
an
 
accrued
benefit with
 
the following
 
components: (i)
 
his Title
 
I-related accrued
 
benefit, (ii)
his
 
Title
 
II-related accrued
 
Benefit,
 
(iii)
 
his
 
Title
 
III-related
 
accrued
 
benefit
 
(but
only with regard to an Employee who, on or after July
 
1, 2007, performed an hour
of
 
service
 
under
 
Title
 
III),
 
and
 
(iv)
 
his
 
Title
 
IV-related
 
accrued
 
benefit,
 
each
 
as
defined below.
 
An Employee
 
shall be
 
entitled to
 
payments under this
 
Plan to
 
the
same extent he is vested in his respective component under the Retirement Plan.
(b)
 
“Title I-related accrued benefit shall mean the sum of (i), (ii), and (iii) below:
(i)
 
The difference
 
between the
 
Employee’s
 
total accrued
 
benefit under Title
 
I
and
 
his
 
actual
 
accrued
 
benefit
 
under
 
Title
 
I.
 
For
 
this
 
purpose,
 
an
Employee’s
 
“total accrued
 
benefit under
 
Title
 
I” is
 
the accrued
 
benefit he
would have if
 
his accrued
 
benefit under Title
 
I were determined
 
under the
terms of Title I but with the following modifications:
 
Exhibit 10.10.1
 
7
 
(aa)
 
Include
 
in
 
Annual
 
Earnings
 
an
 
award
 
under
 
the
 
Incentive
Compensation
 
Plan
 
which
 
the
 
employee
 
deferred
 
under
 
the
 
terms
of the
 
KEDCP.
 
Include such
 
award in
 
the calendar
 
year in
 
which
the award would have been
 
paid to the Employee
 
if it had not been
deferred.
(bb)
 
Include in Annual Earnings salary that would have been paid
 
to the
Employee
 
but
 
for
 
the
 
fact
 
that
 
he
 
voluntarily
 
elected
 
to
 
defer
receipt
 
of
 
that
 
salary
 
under
 
the
 
terms
 
of
 
KEDCP.
 
Include
 
the
deferred
 
salary
 
in
 
Annual
 
Earnings
 
in
 
the
 
calendar
 
year
 
in
 
which
the salary would have been paid had it not been deferred.
(cc)
 
Include in Annual Earnings
 
the initial value
 
of a restricted stock
 
or
restricted stock unit award under
 
the Incentive Compensation Plan.
 
Include
 
that
 
value
 
in
 
Annual
 
Earnings
 
in
 
the
 
calendar
 
year
 
in
which the award was granted.
(dd)
 
Include
 
in
 
Annual
 
Earnings
 
the
 
value
 
of
 
any
 
special
 
award
specified by the Committee under the
 
terms of the special
 
award to
be included for
 
Annual Earnings purposes
 
under Title
 
I in the
 
year
in
 
which
 
any
 
applicable
 
restrictions
 
on
 
the
 
award
 
lapse
 
or,
 
if
deferred,
 
in
 
the
 
year
 
in
 
which
 
any
 
applicable
 
restrictions
 
would
have lapsed absent an election to defer.
(ee)
 
Disregard the
 
limitations on
 
compensation related
 
to Code
 
section
401(a)(17).
(ff)
 
Disregard the limitation on benefits related to Code section 415.
(gg)
 
If
 
an
 
Employee
 
is
 
eligible
 
to
 
receive
 
benefits
 
under
 
the
ConocoPhillips
 
Executive
 
Severance
 
Plan
 
or
 
under
 
the
ConocoPhillips Key
 
Employee Change in
 
Control Severance
 
Plan,
include in
 
Annual Earnings
 
an amount
 
determined by
 
dividing the
Employee’s Salary
 
by 4.3333 times
 
the number of weeks
 
or partial
weeks
 
from
 
the
 
date
 
the
 
Employee’s
 
employment
 
ends
 
with
 
the
Employer to the end of
 
that calendar year.
 
Provided, however, this
subsection
 
(gg)
 
shall
 
be
 
disregarded
 
to
 
the
 
extent
 
the
 
benefit
 
Exhibit 10.10.1
 
8
 
created
 
solely
 
by
 
operation
 
of
 
this
 
subsection
 
(gg)
 
is
 
provided
under the terms of Title I.
(hh)
 
With regard
 
to a Schedule
 
B Employee, determine
 
service credited
for purposes of benefit
 
accrual as if time
 
served while on a
 
Canada
payroll
 
were
 
time
 
served
 
on
 
a
 
United
 
States
 
payroll;
 
provided,
however, that,
 
if benefit accrual
 
is at any
 
time frozen under
 
Title I,
no further
 
service shall
 
be credited
 
from the
 
time such
 
freeze shall
become effective.
(ii)
 
In
 
the
 
case
 
of
 
an
 
Employee
 
who
 
terminated
 
employment
 
on
 
or
after
 
February
 
8,
 
1993,
 
the
 
Title
 
I-related
 
accrued
 
benefit
 
shall
include
 
an
 
additional
 
supplemental
 
accrued
 
benefit
 
calculated
under
 
the
 
terms
 
of
 
Title
 
I,
 
but
 
disregarding
 
the
 
limitation
 
on
compensation
 
that
 
is
 
taken
 
into
 
account,
 
using
 
as
 
final
 
average
earnings
 
the
 
difference,
 
if
 
any,
 
between
 
the
 
Total
 
Final
 
Average
Earnings and the Final Average Earnings used in Title
 
I.
(ii)
 
The Title
 
I-related accrued
 
benefit shall
 
also include
 
any benefit
 
provided
under Section IV
 
of this Plan.
(c)
 
“Title
 
II-related
 
accrued
 
benefit”
 
shall
 
mean
 
the
 
difference
 
between
 
the
Employee’s
 
total
 
accrued
 
benefit
 
under
 
Title
 
II
 
and
 
his
 
actual
 
accrued
 
benefit
under Title
 
II.
 
For this purpose,
 
an Employee’s
 
“total accrued benefit
 
under Title
II” is the
 
accrued benefit
 
he would have
 
if his accrued
 
benefit under Title
 
II were
determined under the terms of Title II but with the following modifications:
(i)
 
Include
 
in
 
Annual
 
Earnings
 
an
 
award
 
under
 
the
 
Incentive
 
Compensation
Plan
 
which
 
the
 
Employee
 
deferred
 
under
 
the
 
terms
 
of
 
the
 
KEDCP.
 
Include
 
such
 
award
 
in
 
the
 
calendar
 
month
 
and
 
year
 
in
 
which
 
the
 
award
would have been paid to the Employee if it had not been deferred.
(ii)
 
Include
 
in
 
Annual
 
Earnings
 
salary
 
that
 
would
 
have
 
been
 
paid
 
to
 
the
employee but for the fact that he voluntarily
 
elected to defer receipt of that
salary under
 
the terms
 
of KEDCP.
 
Include the
 
deferred salary
 
in
 
Annual
Earnings
 
in
 
the
 
calendar
 
month
 
and
 
year
 
in
 
which
 
the
 
salary
 
would
 
have
been paid had it not been deferred.
 
Exhibit 10.10.1
 
9
 
(iii)
 
Include
 
in
 
Annual
 
Earnings
 
the
 
initial
 
value
 
of
 
a
 
restricted
 
stock
 
or
restricted
 
stock
 
unit
 
award
 
under
 
the
 
Incentive
 
Compensation
 
Plan.
 
Include that
 
value in
 
Annual Earnings
 
in the
 
calendar month
 
and
 
year in
which the award was granted.
(iv)
 
Include in Annual Earnings the value of any special award specified by the
Committee under the terms
 
of the special award
 
to be included for
 
Annual
Earnings
 
purposes
 
under
 
Title
 
II
 
in
 
the
 
year
 
in
 
which
 
any
 
applicable
restrictions
 
on
 
the
 
award
 
lapse
 
or,
 
if
 
deferred,
 
in
 
the
 
year
 
in
 
which
 
any
applicable restrictions would have lapsed absent an election to defer.
(v)
 
Disregard
 
the
 
limitation
 
on
 
compensation
 
related
 
to
 
Code
 
section
401(a)(17).
(vi)
 
Disregard the limitation on benefits related to Code section 415.
(d)
 
“Title
 
III-related
 
accrued
 
benefit”
 
shall
 
mean
 
the
 
difference
 
between
 
the
Employee’s
 
total
 
accrued
 
benefit
 
under
 
Title
 
III
 
and
 
his
 
actual
 
accrued
 
benefit
under Title III.
 
For this purpose, an Employee’s
 
“total accrued benefit under Title
III” is the
 
benefit he would
 
have if his
 
accrued benefit were
 
determined under the
provisions of Title III but with the following modifications:
(i)
 
Include
 
in
 
Compensation
 
salary
 
that
 
would
 
have
 
been
 
paid
 
to
 
the
Employee
 
but
 
for
 
the
 
fact
 
that
 
he
 
voluntarily
 
elected
 
to
 
defer
 
receipt
 
of
that
 
salary
 
under
 
the
 
terms
 
of
 
KEDCP
 
or
 
a
 
similar
 
predecessor
 
program
but
 
only
 
if
 
such
 
salary
 
is
 
not
 
included
 
in
 
Compensation
 
for
 
purposes
 
of
calculating
 
the
 
Title
 
III
 
accrued
 
benefit
 
due
 
to
 
the
 
election
 
to
 
defer.
 
If
applicable,
 
include
 
the
 
deferred
 
salary
 
in
 
the
 
calendar
 
month
 
and
 
year
 
in
which the salary would have been paid had it not been deferred.
(ii)
 
Disregard
 
the
 
limitation
 
on
 
compensation
 
related
 
to
 
Code
 
section
401(a)(17).
(iii)
 
Disregard the limitation on benefits related to Code section 415.
(e)
 
“Title
 
IV-related
 
accrued
 
benefit”
 
shall
 
mean
 
the
 
difference
 
between
 
the
Employee’s
 
total
 
accrued
 
benefit
 
under
 
Title
 
IV
 
and
 
his
 
actual
 
accrued
 
benefit
under Title IV.
 
For this purpose, an Employee’s “total accrued benefit under
 
Title
 
Exhibit 10.10.1
 
10
 
IV” is the benefit
 
he would have if
 
his accrued benefit
 
were determined under
 
the
provisions of Title IV but with the following modifications:
(i)
 
Include
 
in
 
Compensation
 
salary
 
that
 
would
 
have
 
been
 
paid
 
to
 
the
Employee
 
but
 
for
 
the
 
fact
 
that
 
he
 
voluntarily
 
elected
 
to
 
defer
 
receipt
 
of
that
 
salary
 
under
 
the
 
terms
 
of
 
KEDCP
 
or
 
a
 
similar
 
predecessor
 
program
but
 
only
 
if
 
such
 
salary
 
is
 
not
 
included
 
in
 
Compensation
 
for
 
purposes
 
of
calculating
 
the
 
Title
 
IV
 
accrued
 
benefit
 
due
 
to
 
the
 
election
 
to
 
defer.
 
If
applicable,
 
include
 
the
 
deferred
 
salary
 
in
 
the
 
calendar
 
month
 
and
 
year
 
in
which the salary would have been paid had it not been deferred.
(ii)
 
Include
 
in
 
Compensation
 
any
 
Incentive
 
Compensation
 
Plan
 
award
 
that
would have
 
been paid
 
to the
 
Employee but
 
for the
 
fact that
 
he voluntarily
elected
 
to
 
defer
 
receipt
 
of
 
that
 
award
 
under
 
the
 
terms
 
of
 
KEDCP
 
or
 
a
similar
 
predecessor
 
program
 
but
 
only
 
if
 
such
 
award
 
is
 
not
 
included
 
in
Compensation for purposes of
 
calculating the Title
 
IV accrued benefit due
to
 
the
 
election
 
to
 
defer.
 
If
 
applicable,
 
include
 
the
 
deferred
 
award
 
in
 
the
calendar month
 
and year
 
in which
 
the award
 
would have
 
been paid
 
had it
not been deferred.
(iii)
 
Include in
 
Compensation
 
the
 
value
 
of
 
any
 
special
 
award specified
 
by
 
the
Committee
 
under
 
the
 
terms
 
of
 
the
 
special
 
award
 
to
 
be
 
included
 
for
compensation
 
purposes
 
under Title
 
IV
 
in
 
the
 
calendar
 
month
 
and
 
year
 
in
which any
 
applicable restrictions
 
on the
 
award lapse or,
 
if deferred,
 
in the
calendar month
 
and year
 
in which
 
any applicable
 
restrictions would
 
have
lapsed absent an election to defer.
(iv)
 
Disregard
 
the
 
limitation
 
on
 
compensation
 
related
 
to
 
Code
 
section
401(a)(17).
(v)
 
Disregard the limitation on benefits related to Code section 415.
(vi)
 
With
 
regard
 
to
 
a
 
Schedule
 
B
 
Employee,
 
determine
 
service
 
credited
 
for
purposes
 
of
 
benefit
 
accrual
 
as
 
if
 
time
 
served
 
while
 
on
 
a
 
Canada
 
payroll
were
 
time
 
served
 
on
 
a
 
United
 
States
 
payroll;
 
provided,
 
however,
 
that,
 
if
benefit accrual is at any time frozen under Title IV,
 
no further service shall
be credited from the time such freeze shall become effective.
 
Exhibit 10.10.1
 
11
 
(f)
 
 
Each of the components of the
 
accrued benefit under this Plan
 
(the Title I-related
accrued
 
benefit,
 
the
 
Title
 
II-related
 
accrued
 
benefit,
 
the
 
Title
 
III-related
 
accrued
benefit,
 
and
 
the
 
Title
 
IV-related
 
accrued
 
benefit)
 
shall
 
be
 
expressed as
 
a
 
straight
life
 
annuity
 
starting
 
at
 
the
 
age
 
that
 
is
 
the
 
normal
 
retirement
 
age
 
under
 
the
applicable title of the Retirement Plan in accordance with the following rules:
(i)
 
If the annuity
 
starting date
 
for the relevant
 
Retirement Plan
 
benefit occurs
on or before
 
the required
 
commencement date
 
under this
 
Plan, the
 
Title
 
I-
related
 
accrued
 
benefit,
 
the
 
Title
 
II-related
 
accrued
 
benefit,
 
the
 
Title
 
III-
related
 
accrued
 
benefit,
 
or
 
the
 
Title
 
IV-related
 
accrued
 
benefit,
 
as
 
is
applicable,
 
shall
 
first
 
be
 
calculated
 
as
 
of
 
the
 
Retirement
 
Plan
 
annuity
starting date related
 
to that
 
component benefit and
 
then shall be
 
converted
actuarially
 
to
 
a
 
straight
 
life
 
annuity
 
payable
 
at
 
age
 
65
 
applying
 
actuarial
assumptions
 
that
 
are
 
consistent
 
with
 
the
 
relevant
 
Title
 
of
 
the
 
Retirement
Plan.
 
The component accrued benefit
 
so calculated shall not
 
be increased
or decreased based on subsequent events.
(ii)
 
If the annuity starting date
 
for the relevant Retirement Plan
 
benefit has not
occurred
 
on
 
or
 
before
 
the
 
required
 
commencement
 
date
 
under
 
this
 
Plan,
the Title
 
I-related accrued
 
benefit, the
 
Title
 
II-related accrued
 
benefit, the
Title III-related
 
accrued benefit, or
 
the Title
 
IV-related
 
accrued benefit,
 
as
is applicable, shall
 
be calculated
 
as if
 
the relevant
 
Retirement Plan benefit
had an annuity
 
starting date
 
and a form
 
of payment
 
that is
 
the same as
 
the
required commencement
 
date
 
and
 
form
 
of
 
payment
 
under this
 
Plan.
 
The
resulting
 
component
 
benefit
 
shall
 
then
 
be
 
converted
 
actuarially
 
to
 
an
equivalent
 
straight
 
life
 
annuity
 
starting
 
at
 
age
 
65,
 
and
 
the
 
component
accrued benefit so calculated shall be the component accrued benefit under
this
 
Plan
 
and
 
shall
 
not
 
be
 
increased
 
or
 
decreased
 
based
 
on
 
subsequent
events.
(g)
 
The
 
component
 
accrued
 
benefit
 
described
 
in
 
subsection
 
(f)
 
above
 
shall
 
be
converted
 
to
 
the
 
actual
 
benefit
 
paid
 
under
 
this
 
Plan
 
applying
 
the
 
methodology
specified in the applicable title of the Retirement Plan.
 
For this purpose, the terms
of the
 
applicable title
 
of the
 
Retirement Plan
 
are those
 
in effect
 
as of
 
the annuity
 
Exhibit 10.10.1
 
12
 
starting date
 
used in
 
this Plan.
 
If the
 
applicable title
 
of the
 
Retirement Plan
 
does
not provide a
 
methodology,
 
a reasonable methodology,
 
as determined by
 
the Plan
Administrator, shall be used.
 
SECTION III.
 
DEATH
 
BENEFIT
(a)
 
If a Schedule A Employee chooses a 50% joint and survivor annuity and dies after
the annuity
 
starting date
 
of that
 
benefit, the
 
spouse beneficiary
 
will be
 
entitled to
payments
 
under
 
this
 
Plan
 
that
 
are
 
50%
 
of
 
the
 
payments
 
due
 
the
 
Schedule
 
A
Employee under this Plan during his lifetime.
(b)
 
If
 
an
 
Employee
 
who
 
is
 
not
 
a
 
Schedule
 
A
 
Employee
 
dies
 
prior
 
to
 
the
 
date
 
his
accrued
 
benefit
 
under
 
this
 
Plan
 
would
 
otherwise
 
commence,
 
this
 
Plan
 
shall
provide
 
a
 
death
 
benefit
 
if
 
the
 
applicable
 
title
 
of
 
the
 
Retirement
 
Plan
 
provides
 
a
death benefit
 
under that
 
circumstance. Any
 
death benefit
 
under this
 
Plan shall
 
be
paid in a lump sum
 
on the first day of the
 
first calendar month after death.
 
If there
is a delay in payment
 
of the lump sum,
 
regardless of the reason, the
 
Plan shall not
make an
 
adjustment to
 
reflect the
 
time value
 
of
 
money.
 
In the
 
case of
 
a
 
Title
 
I-
related
 
accrued
 
benefit
 
for
 
an
 
Employee
 
who
 
terminated
 
employment
 
before
September 1, 2004,
 
the death benefit,
 
if any,
 
shall be converted
 
to a present
 
value
and paid
 
to the
 
surviving spouse.
 
Except as
 
described in
 
the preceding
 
sentence,
the
 
death
 
benefit
 
shall
 
be
 
the
 
present
 
value
 
of
 
the
 
Employee’s
 
entire
 
accrued
benefit under this Plan payable in accordance with the following rules:
(i)
 
The
 
present
 
value
 
shall
 
be
 
paid
 
to
 
the
 
Employee’s
 
named
 
primary
Beneficiary
 
or
 
Beneficiaries
 
or,
 
if
 
applicable,
 
to
 
the
 
Employee’s
 
named
contingent Beneficiary
 
or Beneficiaries
 
if the
 
Beneficiary or
 
Beneficiaries
were named in a manner acceptable to the Plan Administrator.
(ii)
 
If
 
the
 
Employee
 
had
 
not,
 
prior
 
to
 
his
 
death,
 
named
 
any
 
Beneficiary
 
in
 
a
manner
 
acceptable
 
to
 
the
 
Plan
 
Administrator,
 
the
 
present
 
value
 
shall
 
be
paid to the Employee’s estate.
(iii)
 
The
 
present
 
value
 
shall
 
be
 
paid
 
in
 
a
 
lump
 
sum
 
and
 
shall
 
be
 
calculated
using
 
the
 
first
 
of
 
the
 
month
 
after
 
death
 
as
 
the
 
annuity
 
starting
 
date
 
and
 
 
 
Exhibit 10.10.1
 
13
 
applying
 
the
 
rules
 
described
 
in
 
Section
 
II(f)
 
and
 
(g)
 
of
 
this
 
Plan
 
for
determining the amount to be paid.
(iv)
 
If
 
a
 
beneficiary
 
makes
 
a
 
“qualified
 
disclaimer”
 
as
 
that
 
term
 
is
 
defined
 
in
section
 
2518
 
of
 
the
 
Code,
 
and
 
the
 
Plan
 
Administrator
 
receives
 
a
 
copy
 
of
the
 
disclaimer
 
within
 
9
 
months
 
after
 
the
 
employee’s
 
death
 
and
 
before
payment of the death benefit under this Plan, at the place designated by the
Plan
 
Administrator,
 
the
 
Plan
 
will
 
be
 
administered
 
as
 
if
 
the
 
disclaiming
beneficiary had died before the Employee.
 
SECTION IV.
 
Special Provisions for Certain Heritage Employees
(a)
 
Special
 
Provision
 
for
 
Former
 
ARCO
 
Alaska
 
Employees.
 
Notwithstanding
 
any
provisions
 
to
 
the
 
contrary,
 
in
 
order
 
to
 
comply
 
with
 
the
 
terms
 
of
 
the
 
Board
approved Master Purchase
 
and Sale Agreement
 
(“Sale Agreement”) by
 
which the
Company
 
acquired
 
certain
 
Alaskan
 
assets
 
of
 
Atlantic
 
Richfield
 
Company,
 
Inc.
(“ARCO”), the following supplemental payments will be made:
(i)
 
The
 
payments
 
which
 
would
 
have
 
been
 
received
 
under
 
Article
 
XXIV
 
ARCO
 
Flight
 
Crew
 
of
 
Title
 
I of
 
the
 
Retirement
 
Plan
 
for
 
those
 
who
 
were
classified
 
as
 
an
 
Aviation
 
Manager,
 
Chief
 
Pilot,
 
Assistant
 
Chief
 
Pilot,
Captain
 
or
 
Reserve
 
Captain
 
as
 
of
 
July
 
31,
 
2000
 
if
 
they
 
had
 
been
 
eligible
for those
 
benefits under
 
Title
 
I of
 
the Retirement
 
Plan, except
 
that if
 
they
receive
 
a
 
limited
 
social
 
security
 
makeup
 
benefit
 
from
 
Title
 
I
 
of
 
the
Retirement Plan it will be offset from the benefit payable from the Plan.
(ii)
 
A
 
final
 
ARCO
 
Supplemental
 
Executive
 
Retirement
 
Plan
 
(SERP)
 
benefit
will
 
be
 
calculated
 
at
 
the
 
earlier
 
of
 
the
 
time
 
an
 
Employee
 
who
 
had
 
an
ARCO
 
SERP
 
benefit
 
terminates
 
employment
 
or,
 
2
 
years
 
following
 
the
ARCO/BP
 
Amoco p.l.c.
 
merger,
 
April
 
17, 2002
 
(“calculation date”).
 
The
SERP benefit attributable to service through July 31, 2000 shall
 
be paid by
BP Amoco
 
p.l.c. and
 
the difference
 
shall be
 
paid by
 
this Plan.
 
The SERP
calculation will be done
 
as if the Employee
 
had continued to participate
 
in
the
 
Atlantic
 
Richfield
 
Retirement
 
Plan
 
and
 
SERP
 
up
 
to
 
the
 
calculation
date. The ARCO Annual Incentive Plan (AIP) amount used will be:
 
 
Exhibit 10.10.1
 
14
 
(A)
 
If
 
the
 
Employee
 
terminates
 
employment
 
involuntarily
 
prior
 
to
April
 
17,
 
2002,
 
the
 
highest
 
of
 
the
 
actual
 
AIP
 
in
 
the
 
last
 
3
 
years
including
 
the
 
AIP
 
target
 
payment
 
amount
 
for
 
years
 
after
 
1999
 
or
the
 
payment
 
received
 
under
 
Phillips
 
Annual
 
Incentive
Compensation Plan.
(B)
 
If the
 
Employee terminates
 
employment voluntarily
 
prior to
 
April
17,
 
2002,
 
or
 
if
 
the
 
calculation
 
is
 
made
 
as
 
of
 
April
 
17,
 
2002,
 
then
the AIP will include the highest 3 year average using
 
the highest of
the
 
actual
 
AIP,
 
the
 
AIP
 
target
 
payment
 
amount
 
for
 
years
 
after
1999,
 
or
 
the
 
payment
 
received
 
under
 
Phillips
 
Annual
 
Incentive
Compensation
 
Plan.
 
Any
 
benefit
 
paid
 
by
 
this
 
Plan
 
under
 
this
Section
 
IV(b)(ii)
 
and
 
the
 
SERP
 
benefit
 
paid
 
by
 
BP
 
Amoco
 
p.l.c.
shall offset the benefit payable from this Plan.
(b)
 
Special Provision
 
for Select
 
Heritage Burlington
 
Resources Employees
 
in Canada.
 
With regard to the employees listed on Schedule C, the following shall apply:
(i)
 
The Schedule C Employee will become a Participant in the Plan, solely for
the
 
purpose
 
of
 
providing
 
a
 
further
 
benefit
 
(the
 
“Additional
 
Benefit”),
calculated
 
in
 
accordance
 
with
 
the
 
provisions
 
of
 
this
 
subsection
 
IV(b).
 
Payment of
 
the Additional
 
Benefit shall
 
be made
 
at the
 
same time
 
and in
the
 
same
 
form
 
as
 
the
 
benefits
 
paid,
 
or
 
payable,
 
under
 
the
 
MSBP
 
with
regard to Non-Grandfathered Benefits, as that term is used in the MSBP.
(ii)
 
Additional Benefit
 
shall mean
 
the difference
 
between the
 
Putative MSBP
Benefit and the Offsetting Benefits, both as described below.
 
The Putative
MSBP
 
Benefit
 
shall
 
mean
 
the
 
difference
 
between
 
the
 
Schedule
 
C
Employee’s
 
total
 
accrued
 
benefit
 
under
 
Title
 
VI
 
of
 
the
 
CPRP
 
and
 
his
actual
 
accrued
 
benefit
 
under
 
Title
 
VI.
 
For
 
this
 
purpose,
 
a
 
Schedule
 
C
Employee’s
 
“total
 
accrued
 
benefit
 
under
 
Title
 
VI”
 
is
 
the
 
accrued
 
benefit
he would have if his accrued benefit under Title
 
VI were determined under
the terms of Title VI but with the following modifications:
 
Exhibit 10.10.1
 
15
 
(A)
 
Include
 
in
 
Annual
 
Earnings
 
any
 
compensation
 
included
 
under
 
the
MSBP,
 
including
 
it
 
in
 
the
 
calendar
 
year
 
to
 
which
 
it
 
would
 
have
been credited under the MSBP.
(B)
 
Disregard the
 
limitations on
 
compensation related
 
to Code
 
section
401(a)(17).
(C)
 
Disregard the limitation on benefits related to Code section 415.
(D)
 
Determine
 
service
 
credited
 
for
 
purposes
 
of
 
benefit
 
accrual
 
by
taking
 
into
 
account
 
any
 
service
 
granted
 
to
 
the
 
Schedule
 
C
Employee
 
and
 
any
 
benefit
 
formula
 
adjustments
 
required
 
by
 
an
employment
 
contract
 
with
 
the
 
Employer;
 
provided,
 
further,
 
that
with regard
 
to a
 
Schedule C
 
Employee, determine
 
service credited
for purposes of benefit
 
accrual as if time
 
served while on a
 
Canada
payroll
 
were
 
time
 
served
 
on
 
a
 
United
 
States
 
payroll;
 
provided,
however,
 
that,
 
if
 
benefit
 
accrual
 
is
 
at
 
any
 
time
 
frozen
 
under
 
Title
VI,
 
no
 
further
 
service
 
shall
 
be
 
credited
 
from
 
the
 
time
 
such
 
freeze
shall become effective.
 
Furthermore,
 
in
 
determining
 
the
 
Additional
 
Benefit,
paragraphs
 
(f)
 
and
 
(g)
 
of
 
Section
 
II
 
of
 
the
 
Plan
 
shall
 
apply;
provided, that,
 
such paragraph
 
(f) shall
 
be construed
 
as if
 
the Title
VI
 
related
 
benefit
 
described
 
in
 
this
 
paragraph
 
were
 
among
 
the
CPRP Titles listed in such paragraph (f).
(iii)
 
The Offsetting
 
Benefits shall
 
mean any
 
benefit, other
 
than the
 
Additional
Benefit,
 
provided
 
to
 
the
 
Schedule
 
C
 
Employee
 
under
 
a
 
defined
 
benefit
plan
 
of
 
ConocoPhillips,
 
including
 
but
 
not
 
limited
 
to
 
the
 
ConocoPhillips
Retirement
 
Plan
 
(and
 
any
 
successor
 
plan),
 
the
 
ConocoPhillips
 
Key
Employee
 
Supplemental
 
Retirement
 
Plan
 
(and
 
any
 
successor
 
plan),
 
and
the
 
Burlington
 
Resources
 
Inc.
 
Management
 
Supplemental
 
Benefits
 
Plan
(and any
 
successor plan);
 
provided, however,
 
that a
 
benefit plan
 
shall not
be
 
considered
 
unless
 
it
 
is
 
subject
 
to
 
the
 
Employee
 
Retirement
 
Income
Security Act of 1974, as
 
amended (ERISA) and is a
 
“defined benefit plan”
(as defined in section 3(35) of
 
ERISA), including any such plan regardless
 
 
Exhibit 10.10.1
 
16
 
of whether it
 
might also be
 
considered an “excess
 
benefit plan” as
 
defined
in section 3(36) of ERISA.
Nothing
 
in
 
this
 
subsection
 
IV(b)
 
is
 
intended
 
to
 
affect
 
the
 
other
 
operations
 
or
provisions of the Plan.
 
If the Schedule C Employee is, under the provisions of the
Plan, otherwise
 
eligible to
 
participate in
 
the Plan,
 
the Schedule
 
C Employee
 
will
do so in accordance with those provisions.
 
SECTION V.
 
Payment of Benefits.
(a)
 
Schedule A Employees
(i)
 
With
 
respect
 
to
 
a
 
Schedule
 
A
 
Employee,
 
the
 
accrued
 
benefit
 
under
 
this
Plan shall
 
be paid
 
as a
 
straight life
 
annuity for
 
the life
 
of the
 
Schedule A
Employee
 
commencing
 
in
 
December,
 
2005,
 
or
 
if
 
later,
 
six
 
months
 
after
Separation
 
from
 
Service.
 
The
 
annuity
 
starting
 
date
 
for
 
calculating
 
the
Title I-related and Title
 
IV-related
 
component annuity shall be the annuity
starting
 
date
 
used
 
in
 
determining
 
the
 
Schedule
 
A
 
Employee’s
 
Title
 
I
 
or
Title
 
IV benefit,
 
as
 
applicable, and
 
the
 
Plan shall
 
pay interest
 
at a
 
rate of
3% per
 
annum on
 
each delayed
 
payment from
 
the annuity
 
starting date
 
to
December 1,
 
2005.
 
The
 
annuity starting
 
date
 
for
 
calculating the
 
Title
 
II-
related
 
component
 
annuity
 
shall
 
be
 
December
 
1,
 
2005,
 
or,
 
if
 
later
 
six
months after Separation from Service.
(ii)
 
Provided,
 
however,
 
notwithstanding
 
subsection
 
(a)(i),
 
a
 
Schedule
 
A
Employee has the following choice or choices:
(aa)
 
A
 
Schedule
 
A
 
Employee
 
who
 
is
 
married
 
may,
 
on
 
or
 
before
December
 
1,
 
2005,
 
elect,
 
in
 
writing,
 
to
 
receive
 
a
 
50%
 
joint
 
and
survivor
 
annuity
 
with
 
the
 
spouse
 
as
 
survivor
 
commencing
 
in
December, 2005,
 
with the
 
rules regarding
 
the annuity
 
starting date
and
 
the
 
payment
 
of
 
interest
 
being
 
as
 
described
 
in
 
subsection
 
(i)
above; or
(bb)
 
Any
 
Schedule
 
A
 
Employee
 
may
 
elect
 
on
 
or
 
before
 
December
 
1,
2005, to
 
cancel,
 
in writing,
 
participation in
 
this Plan
 
in which
 
case
the
 
Schedule
 
A
 
Employee
 
shall
 
receive
 
the
 
present
 
value
 
of
 
his
 
Exhibit 10.10.1
 
17
 
entire
 
accrued
 
benefit
 
under
 
this
 
Plan
 
on
 
or
 
before
 
December
 
31,
2005,
 
and
 
shall
 
thereafter
 
have
 
no
 
rights
 
or
 
benefits
 
under
 
this
Plan.
 
Provided, however, if
 
a Schedule A Employee is
 
rehired and
becomes employed
 
by the
 
Employer after
 
2005, he
 
may thereafter
accrue
 
a
 
new
 
benefit
 
under
 
this
 
Plan
 
unrelated
 
to
 
the
 
cancelled
benefit.
(aaa)
 
For
 
a
 
Title
 
I-related
 
accrued
 
benefit
 
and
 
a
 
Title
 
IV-related
accrued
 
benefit,
 
the
 
present
 
value
 
will
 
be
 
determined
applying
 
the
 
rules
 
regarding
 
the
 
annuity
 
starting
 
date
 
and
the payment of interest as described in subsection (a)(i).
(bbb)
 
For a Title II-related accrued benefit, the present value shall
be based
 
on the
 
value of
 
the Schedule
 
A Employee’s
 
Title
II-related cash balance account as of December 1, 2005.
(ccc)
 
If
 
a
 
Schedule
 
A
 
Employee
 
dies
 
after
 
electing
 
to
 
cancel
participation but before payment is made, the payment shall
be made to his estate on or before December 31, 2005.
(iii)
 
If
 
a
 
Schedule
 
A
 
Employee
 
is
 
rehired
 
after
 
2005
 
and
 
thereafter
 
accrues
 
a
benefit
 
in
 
this
 
Plan,
 
he
 
shall
 
not
 
be
 
considered
 
a
 
Schedule
 
A
 
Employee
with respect to such post-2005 accrued benefit.
(b)
 
Employees other
 
than Schedule
 
A Employees
 
-- With
 
respect to
 
Employees who
are not Schedule A Employees, the benefit under this Plan,
 
shall be calculated and
paid as follows:
(i)
 
Commencement --
 
Unless the
 
accrued benefit
 
has been
 
or will
 
be paid
 
on
account of the Employee’s
 
death as described in Section
 
III(b), the present
value
 
of
 
the
 
Employee’s
 
accrued
 
benefit
 
shall
 
be
 
paid
 
in
 
a
 
lump
 
sum
 
on
the
 
later
 
of:
 
the
 
Employee’s
 
Plan-age
 
55
 
or
 
the
 
first
 
day
 
of
 
the
 
seventh
calendar
 
month
 
after
 
the
 
Employee’s
 
Separation
 
from
 
Service;
 
but
 
in
 
no
event earlier than November 1, 2006.
(ii)
 
Annuity Starting Date for calculating the present value:
(aa)
 
If the applicable commencement date
 
for a Title
 
I-related or a Title
IV-related
 
accrued
 
benefit
 
is
 
the
 
first
 
day
 
of
 
the
 
seventh
 
calendar
 
 
 
Exhibit 10.10.1
 
18
 
month after Separation from Service,
 
the annuity starting date
 
used
in
 
calculating
 
the
 
present
 
value
 
shall
 
be
 
the
 
later
 
of:
 
the
Employee’s Plan-age
 
55 or the first
 
day of the first
 
calendar month
after
 
the
 
Employee’s
 
Separation
 
from
 
Service;
 
and
 
the
 
Plan
 
shall
pay
 
interest
 
from
 
the
 
annuity
 
starting
 
date
 
to
 
the
 
commencement
date
 
at
 
the
 
6
 
month
 
T-Bill
 
rate
 
(as
 
determined
 
by
 
the
 
Plan
Administrator)
 
in
 
effect
 
on
 
the
 
annuity
 
starting
 
date.
 
If
 
the
applicable
 
commencement
 
date
 
for
 
a
 
Title-II-related
 
accrued
benefit
 
is
 
the
 
first
 
day
 
of
 
the
 
seventh
 
calendar
 
month
 
after
Separation from Service, the annuity starting date shall be the same
as the commencement date.
(bb)
 
Except as
 
provided in
 
the second
 
sentence of
 
this subsection
 
(bb),
if
 
the
 
applicable
 
commencement
 
date
 
is
 
the
 
Employee’s
 
Plan-age
55
 
or
 
November
 
1,
 
2006,
 
the
 
annuity
 
starting
 
date
 
used
 
in
calculating
 
the
 
present
 
value
 
shall
 
be
 
the
 
same
 
as
 
the
commencement
 
date.
 
Provided,
 
however,
 
in
 
the
 
case
 
of
 
an
Employee
 
whose
 
Separation
 
from
 
Service
 
is
 
in
 
2006
 
and
 
whose
commencement
 
date
 
under
 
this
 
Plan
 
is
 
November
 
1,
 
2006,
 
the
annuity starting
 
date used
 
in calculating
 
the present
 
value shall
 
be
the later of:
 
the Employee’s
 
Plan-age 55 or the
 
first day of
 
the first
calendar month after
 
the Employee’s
 
Separation from Service;
 
and
the Plan
 
shall pay
 
simple interest
 
from the
 
annuity starting
 
date to
November
 
1,
 
2006,
 
at
 
the
 
6
 
month
 
T-Bill
 
rate
 
(as
 
determined
 
by
the Plan Administrator) in effect on the annuity starting date.
(iii)
 
Except
 
as
 
specifically
 
provided
 
in
 
subsections
 
(b)(ii)(aa)
 
and
 
(bb),
 
the
Plan shall
 
not make
 
an adjustment
 
of the
 
benefit to
 
reflect the
 
time value
of money if there is delay in paying the benefit for any reason.
 
SECTION VI.
 
Method of Providing Benefits.
(a)
 
Nonsegregation.
 
Amounts
 
deferred
 
pursuant
 
to
 
this
 
Plan
 
and
 
the
 
crediting
 
of
amounts
 
to
 
a
 
Participant’s
 
Deferred
 
Compensation
 
Accounts
 
shall
 
represent
 
the
 
 
 
 
 
Exhibit 10.10.1
 
19
 
Company’s
 
unfunded
 
and
 
unsecured
 
promise
 
to
 
pay
 
compensation
 
in
 
the
 
future.
 
With
 
respect to
 
said
 
amounts,
 
the
 
relationship
 
of the
 
Company
 
and
 
a
 
Participant
shall be
 
that of
 
debtor and
 
general unsecured
 
creditor.
 
While the
 
Company may
make investments for
 
the purpose of
 
measuring and meeting
 
its obligations under
this Plan
 
such investments shall
 
remain the sole
 
property of
 
the Company
 
subject
to claims of its creditors generally, and shall not be deemed to form or be included
in any part of the Deferred Compensation Accounts.
(b)
 
Funding.
 
It is
 
the intention
 
of the
 
Company that
 
this
 
Plan
 
shall be
 
unfunded for
federal tax
 
purposes and
 
for purposes
 
of Title
 
I of
 
ERISA.
 
All amounts
 
payable
under this
 
Plan
 
shall
 
be paid
 
solely
 
from
 
the
 
general assets
 
of
 
the
 
Company
 
and
any rights accruing to a Participant or Beneficiary under this Plan shall be those of
a
 
general
 
creditor;
 
provided,
 
however,
 
that
 
the
 
Company
 
may
 
establish
 
one
 
or
more
 
grantor
 
trusts
 
to
 
satisfy
 
part
 
or
 
all
 
of
 
the
 
Company's
 
Plan
 
payment
obligations so long as this
 
Plan remains unfunded for purposes of
 
sections 201(2),
301(a)(3), and 401(a)(1) of ERISA.
(c)
 
Effect
 
of
 
Taxation.
 
If
 
a
 
portion
 
of
 
a
 
Participant’s
 
Benefits
 
under
 
the
 
Plan
 
is
includible
 
in
 
income
 
under
 
Code
 
section
 
409A,
 
such
 
portion
 
shall
 
be
 
distributed
immediately to the Participant.
 
(d)
 
Acceleration of Payment of Benefits.
 
Notwithstanding any other provision of this
Plan to
 
the contrary,
 
except as
 
provided
 
in Section
 
XI(g) and
 
below,
 
in no
 
event
shall this
 
Plan permit
 
the acceleration
 
of the
 
time or
 
schedule of
 
any payment
 
or
distribution
 
under this
 
Plan, except
 
that
 
the
 
Plan
 
Administrator
 
may
 
accelerate
 
a
payment or distribution under this Plan to
 
comply with a certificate of divestiture,
as provided
 
in section
 
1.409A-3(j)(4)(iii) of
 
the Treasury
 
regulations.
 
Moreover,
if a
 
portion of
 
a
 
Participant's
 
Benefit (and
 
earnings,
 
gains, and
 
losses
 
thereon) is
includible
 
in
 
income
 
under
 
Code
 
section
 
409A,
 
then
 
such
 
portion
 
shall
 
be
distributed
 
immediately
 
to
 
the
 
Participant
 
in
 
accordance
 
with
 
section
 
1.409A-
3(j)(4)(vii) of the Treasury regulations.
 
SECTION VII.
 
Nonassignability.
 
 
Exhibit 10.10.1
 
20
 
The
 
interest
 
of
 
a
 
Participant
 
or
 
his
 
Beneficiary
 
or
 
Beneficiaries
 
hereunder
 
may
 
not
 
be
sold,
 
transferred,
 
assigned,
 
or
 
encumbered
 
in
 
any
 
manner,
 
either
 
voluntarily
 
or
involuntarily,
 
and
 
any
 
attempt
 
so
 
to
 
anticipate,
 
alienate,
 
sell,
 
transfer,
 
assign,
 
pledge,
encumber, or
 
charge the
 
same shall be null
 
and void; neither
 
shall the Benefits
 
hereunder
be
 
liable
 
for
 
or
 
subject
 
to
 
the
 
debts,
 
contracts,
 
liabilities,
 
engagements,
 
or
 
torts
 
of
 
any
person
 
to
 
whom
 
such
 
Benefits
 
or
 
funds
 
are
 
payable,
 
nor
 
shall
 
they
 
be
 
an
 
asset
 
in
bankruptcy or subject to garnishment, attachment, or other legal or equitable proceedings.
 
SECTION VIII.
 
Administration.
(a)
 
The
 
Plan
 
shall
 
be
 
administered
 
by
 
the
 
Plan
 
Administrator.
 
The
 
Plan
Administrator may
 
delegate to
 
employees of
 
the Company
 
or any
 
member of
 
the
Controlled
 
Group
 
the
 
authority
 
to
 
execute
 
and
 
deliver
 
such
 
instruments
 
and
documents,
 
to
 
do
 
all
 
such
 
acts
 
and
 
things,
 
and
 
to
 
take
 
such
 
other
 
steps
 
deemed
necessary,
 
advisable, or
 
convenient for
 
the effective
 
administration of
 
the Plan
 
in
accordance
 
with
 
its
 
terms
 
and
 
purpose,
 
except
 
that
 
the
 
Plan
 
Administrator
 
may
not
 
delegate
 
any
 
discretionary
 
authority
 
with
 
respect
 
to
 
substantive
 
decisions
 
or
functions regarding
 
the Plan
 
or Benefits
 
under the
 
Plan.
 
The Plan
 
Administrator
may designate
 
a third
 
party to
 
provide services
 
that may
 
include record
 
keeping,
Participant accounting, Participant communication, payment of installments
 
to the
Participant,
 
tax
 
reporting,
 
and
 
any
 
other
 
services
 
specified
 
in
 
an
 
agreement
 
with
such third
 
party.
 
The Plan
 
Administrator may
 
adopt such
 
rules, regulations,
 
and
forms
 
as
 
deemed
 
desirable
 
for
 
administration
 
of
 
the
 
Plan
 
and
 
shall
 
have
 
the
discretionary
 
authority
 
to
 
allocate
 
responsibilities
 
under
 
the
 
Plan
 
to
 
such
 
other
persons
 
as
 
may
 
be
 
designated.
 
The
 
Plan
 
Administrator
 
shall
 
have
 
absolute
discretion
 
in
 
carrying
 
out
 
its
 
responsibilities,
 
and
 
all
 
interpretations,
 
findings
 
of
fact
 
and
 
resolutions
 
described
 
herein
 
which
 
are
 
made
 
by
 
the
 
Plan
 
Administrator
shall be binding, final and conclusive on all parties.
 
The Plan
 
Administrator
 
and his
 
or her
 
delegates shall
 
serve without
 
bond
and without
 
compensation for
 
services under
 
this Plan.
 
All expenses
 
of the
 
Plan
Administrator and his or her delegates for services under this Plan shall be paid by
the
 
Company.
 
None
 
of
 
the
 
Plan
 
Administrator
 
or
 
his
 
or
 
her
 
delegates
 
shall
 
be
 
Exhibit 10.10.1
 
21
 
liable
 
for
 
any
 
act
 
or
 
omission
 
on
 
his
 
or
 
her
 
own
 
part
 
excepting
 
his
 
or
 
her
 
own
willful
 
misconduct.
 
Without
 
limiting
 
the
 
generality
 
of
 
the
 
foregoing,
 
any
 
such
decision
 
or
 
action
 
taken
 
by
 
the
 
Plan
 
Administrator
 
or
 
his
 
or
 
her
 
delegates
 
in
reliance
 
upon
 
any
 
information
 
supplied
 
by
 
an
 
officer
 
of
 
the
 
Company,
 
the
Company's
 
legal
 
counsel,
 
or
 
the
 
Company's
 
independent
 
accountants
 
in
connection
 
with
 
the
 
administration
 
of
 
this
 
Plan
 
shall
 
be
 
deemed
 
to
 
have
 
been
taken in good faith.
(b)
 
Any
 
claim
 
for
 
benefits
 
hereunder
 
shall
 
be
 
presented
 
in
 
writing
 
to
 
the
 
Plan
Administrator
 
for
 
consideration,
 
grant
 
or
 
denial.
 
In
 
the
 
event
 
that
 
a
 
claim
 
is
denied in
 
whole or
 
in part
 
by the
 
Plan Administrator,
 
the claimant,
 
within ninety
days
 
of
 
receipt
 
of
 
said
 
claim
 
by
 
the
 
Plan
 
Administrator,
 
shall
 
receive
 
written
notice of denial.
 
Such notice shall contain:
(1)
 
a statement of the specific reason or reasons for the denial;
(2)
 
specific
 
references
 
to
 
the
 
pertinent
 
provisions
 
hereunder
 
on
 
which
 
such
denial is based;
(3)
 
a description of any additional material or information necessary to perfect
the
 
claim
 
and
 
an
 
explanation
 
of
 
why
 
such
 
material
 
or
 
information
 
is
necessary; and
(4)
 
an
 
explanation
 
of
 
the
 
following
 
claims
 
review
 
procedure
 
set
 
forth
 
in
paragraph (c) below.
(c)
 
Any
 
claimant
 
who
 
feels
 
that
 
a
 
claim
 
has
 
been
 
improperly
 
denied
 
in
 
whole
 
or
 
in
part
 
by
 
the
 
Plan
 
Administrator
 
may
 
request
 
a
 
review
 
of
 
the
 
denial
 
by
 
making
written application to
 
the Trustee.
 
The claimant
 
shall have
 
the right
 
to review
 
all
pertinent documents
 
relating to
 
said claim
 
and to
 
submit issues
 
and comments
 
in
writing
 
to
 
the
 
Trustee.
 
Any
 
person
 
filing
 
an
 
appeal
 
from
 
the
 
denial
 
of
 
a
 
claim
must
 
do
 
so
 
in
 
writing
 
within
 
sixty
 
days
 
after
 
receipt
 
of
 
written
 
notice
 
of
 
denial.
 
The
 
Trustee
 
shall
 
render
 
a
 
decision
 
regarding
 
the
 
claim
 
within
 
sixty
 
days
 
after
receipt of
 
a request
 
for review,
 
unless special
 
circumstances require
 
an extension
of
 
time
 
for
 
processing,
 
in
 
which
 
case
 
a
 
decision
 
shall
 
be
 
rendered
 
within
 
a
reasonable time, but not later than 120
 
days after receipt of the request for
 
review.
 
The decision
 
of the
 
Trustee
 
shall be
 
in writing
 
and, in
 
the case
 
of the
 
denial of
 
a
 
Exhibit 10.10.1
 
22
 
claim in whole
 
or in part,
 
shall set forth
 
the same
 
information as is
 
required in
 
an
initial notice of denial by the Plan
 
Administrator, other than an
 
explanation of this
claims
 
review procedure.
 
The
 
Trustee
 
shall
 
have absolute
 
discretion
 
in
 
carrying
out its responsibilities to make
 
its decision of an appeal,
 
including the authority to
interpret and construe the terms hereunder, and all interpretations, findings of fact,
and the decision
 
of the Trustee
 
regarding the appeal
 
shall be final,
 
conclusive and
binding on all parties.
(d)
 
Compliance
 
with
 
the
 
procedures
 
described
 
in
 
paragraphs
 
(b)
 
and
 
(c)
 
shall
 
be
 
a
condition precedent to the filing of any
 
action to obtain any benefit or
 
enforce any
right which any
 
individual may claim
 
hereunder.
 
Notwithstanding anything to
 
the
contrary
 
in
 
this
 
Plan,
 
these
 
paragraphs
 
(b),
 
(c)
 
and
 
(d)
 
may
 
not
 
be
 
amended
without
 
the
 
written
 
consent
 
of
 
a
 
seventy-five
 
percent
 
(75%)
 
majority
 
of
Participants
 
and
 
Beneficiaries
 
and
 
such
 
paragraphs
 
shall
 
survive
 
the
 
termination
of this Plan until all benefits accrued hereunder have been paid.
(e)
 
Any payment to a Participant or Beneficiary,
 
all in accordance with the provisions
of
 
this
 
Plan,
 
shall
 
to
 
the
 
extent
 
thereof
 
be
 
in
 
full
 
satisfaction
 
of
 
all
 
claims
hereunder
 
against
 
the
 
Plan
 
Administrator,
 
the
 
Company
 
and
 
all
 
Participating
Subsidiaries,
 
any
 
of
 
which
 
may
 
require
 
such
 
Participant
 
or
 
Beneficiary
 
as
 
a
condition to
 
such payment
 
to execute
 
a receipt
 
and
 
release therefor
 
in such
 
form
as shall be
 
determined by the
 
Plan Administrator,
 
the Company or
 
a Participating
Subsidiary.
 
If a
 
receipt and
 
release is
 
required and
 
the Participant
 
or Beneficiary
(as
 
applicable)
 
does
 
not
 
provide
 
such
 
receipt
 
and
 
release
 
in
 
a
 
timely
 
enough
manner
 
to
 
permit
 
a
 
timely
 
distribution
 
in
 
accordance
 
with
 
the
 
general
 
timing
 
of
distribution
 
provisions
 
in
 
this
 
Plan,
 
the
 
payment
 
of
 
any
 
affected
 
distribution(s)
shall be forfeited.
(f)
 
Benefits under
 
this Plan
 
will be
 
paid only
 
if the
 
Plan Administrator
 
decides in
 
its
discretion
 
that
 
a
 
Participant
 
or
 
Beneficiary
 
is
 
entitled
 
to
 
the
 
Benefits.
 
Notwithstanding
 
the
 
foregoing
 
or
 
any
 
provision
 
of
 
this
 
Plan,
 
a
 
Participant
 
(or
other claimant)
 
must exhaust
 
all administrative
 
remedies set
 
forth in
 
this
 
Section
VIII
 
or
 
otherwise
 
established
 
by
 
the
 
Plan
 
Administrator
 
before
 
bringing
 
any
action
 
at
 
law
 
or
 
equity.
 
Any
 
claim
 
based on
 
a
 
denial of
 
a
 
claim
 
under this
 
Plan
 
 
 
 
Exhibit 10.10.1
 
23
 
must be brought
 
no later
 
than the date
 
which is two
 
(2) years after
 
the date
 
of the
final denial of a claim under this Section VIII.
 
Any claim not brought within such
time shall be waived and forever barred.
 
SECTION IX.
 
Rights of Employees and Participants.
Nothing
 
contained in
 
the
 
Plan
 
(or
 
in
 
any
 
other
 
documents
 
related
 
to
 
this
 
Plan
 
or
 
to
 
any
Benefit
 
under
 
the
 
Plan)
 
shall
 
confer
 
upon
 
any
 
Employee
 
or
 
Participant
 
any
 
right
 
to
continue in the employ or
 
other service of the Company
 
or any member of the
 
Controlled
Group
 
or
 
constitute
 
any
 
contract
 
or
 
limit
 
in
 
any
 
way
 
the
 
right
 
of
 
the
 
Company
 
or
 
any
member of
 
the Controlled
 
Group to
 
change such
 
person's compensation
 
or other
 
benefits
or position or to terminate the employment of such person with or without cause.
 
SECTION X.
 
Amendment and Termination.
 
The Board reserves
 
the right
 
to amend this
 
Plan from time
 
to time,
 
to terminate this
 
Plan
entirely
 
at
 
any
 
time,
 
and
 
to
 
delegate
 
such
 
authority
 
as
 
the
 
Board
 
deems
 
necessary
 
or
desirable;
 
provided,
 
however,
 
that
 
no
 
amendment
 
may
 
affect
 
the
 
balance
 
in
 
a
Participant’s
 
account on
 
the effective
 
date
 
of
 
the
 
amendment; and,
 
further
 
provided, the
Company shall remain
 
liable for any
 
Benefits accrued under
 
this Plan prior
 
to the date
 
of
amendment or termination.
 
SECTION XI.
 
Miscellaneous Provisions.
 
(a)
 
Except
 
as
 
otherwise
 
provided
 
herein,
 
the
 
Plan
 
shall
 
be
 
binding
 
upon
 
the
Company,
 
its successors and
 
assigns, including but
 
not limited to
 
any corporation
which may acquire all or
 
substantially all of the Company's
 
assets and business or
with or into which the Company may be consolidated or merged.
(b)
 
The
 
Plan
 
shall
 
be
 
construed,
 
regulated,
 
and
 
administered
 
in
 
accordance
 
with
 
the
laws of the State of Texas
 
except to the extent that said laws have been preempted
by
 
the
 
laws
 
of
 
the
 
United
 
States.
 
The
 
forum
 
and
 
venue
 
for
 
any
 
suit
 
brought
regarding any claim under this Plan shall be in Harris County, Texas.
 
Exhibit 10.10.1
 
24
 
(c)
 
If
 
any
 
provision
 
of
 
this
 
Plan
 
shall
 
be
 
held
 
illegal
 
or
 
invalid
 
for
 
any
 
reason,
 
said
illegality
 
or
 
invalidity
 
shall
 
not
 
affect
 
the
 
remaining
 
provisions
 
hereof;
 
instead,
each
 
provision
 
shall
 
be
 
fully
 
severable,
 
and
 
this
 
Plan
 
shall
 
be
 
construed
 
and
enforced as if said illegal or invalid provision had never been included herein.
(d)
 
For
 
purposes
 
of
 
this
 
Plan,
 
electronic
 
communications
 
and
 
signatures
 
shall
 
be
considered to be
 
in writing if
 
made in conformity
 
with procedures which
 
the Plan
Administrator may adopt from time to time.
(e)
 
The
 
Plan
 
Administrator,
 
in
 
its
 
sole
 
discretion,
 
may
 
direct
 
that
 
a
 
payment
 
to
 
be
made
 
to
 
an
 
incompetent
 
or
 
disabled
 
person,
 
whether
 
because
 
of
 
minority
 
or
mental
 
or
 
physical
 
disability,
 
instead
 
be
 
made
 
to
 
the
 
guardian
 
or
 
legal
representative
 
of
 
such
 
person
 
or
 
to
 
the
 
person
 
having
 
custody
 
of
 
such
 
person
(unless prior
 
claim therefor
 
shall have
 
been made
 
by a
 
duly qualified
 
guardian or
other
 
legal
 
representative),
 
without
 
further
 
liability
 
either
 
on
 
the
 
part
 
of
 
the
Company
 
or
 
a
 
Participating
 
Subsidiary
 
or
 
the
 
Plan
 
for
 
the
 
amount
 
of
 
such
payment
 
to
 
the
 
person
 
on
 
whose
 
benefit
 
such
 
payment
 
is
 
made.
 
Any
 
payment
made
 
in
 
accordance
 
with
 
the
 
provisions
 
of
 
this
 
provision
 
shall
 
be
 
a
 
complete
discharge
 
of
 
any
 
liability
 
of
 
the
 
Company,
 
its
 
Subsidiaries,
 
and
 
this
 
Plan
 
with
respect to the Benefits so paid.
(f)
 
Payment
 
of
 
Plan
 
Benefits
 
may
 
be
 
subject
 
to
 
administrative
 
or
 
other
 
delays
 
that
result
 
in
 
payment
 
to
 
the
 
Participant
 
or
 
his
 
beneficiaries
 
on
 
a
 
date
 
later
 
than
 
the
date
 
specified in
 
this
 
Plan
 
or
 
the
 
Participant's
 
Election Form.
 
Any
 
such
 
payment
delays
 
will
 
comply
 
with
 
Code
 
section
 
409A
 
of
 
the
 
Code,
 
including
 
without
limitation
 
section
 
1.409A-2(b)(7)
 
of
 
the
 
Treasury
 
regulations.
 
No
 
Participant
 
or
Beneficiary
 
shall
 
be
 
entitled
 
to
 
any
 
additional
 
earnings
 
or
 
interest
 
in
 
respect
 
of
any such payment delays, nor shall any Participant or Beneficiary be provided any
election with respect to the timing of any delayed payment.
(g)
 
If
 
all
 
or
 
any
 
part
 
of
 
any
 
Participant's
 
or
 
Beneficiary's
 
Benefits
 
hereunder
 
shall
become subject to any estate, inheritance, income, employment
 
or other tax which
the
 
Company
 
shall
 
be
 
required
 
to
 
pay
 
or
 
withhold,
 
the
 
Company
 
shall
 
have
 
the
full power
 
and authority
 
to withhold
 
and pay
 
such tax
 
out of
 
any monies
 
or other
property
 
held
 
for
 
the
 
account
 
of
 
the
 
Participant
 
or
 
Beneficiary
 
whose
 
interests
 
Exhibit 10.10.1
 
25
 
hereunder
 
are
 
so
 
affected
 
(including,
 
without
 
limitation,
 
by
 
reducing
 
and
offsetting the
 
Participant's or
 
Beneficiary's account
 
balance). Prior
 
to making
 
any
payment,
 
the
 
Company
 
may
 
require
 
such
 
releases
 
or
 
other
 
documents
 
from
 
any
lawful taxing authority as it shall deem necessary or desirable.
(h)
 
No
 
amount
 
accrued
 
or
 
payable
 
hereunder
 
shall
 
be
 
deemed
 
to
 
be
 
a
 
portion
 
of
 
an
Employee's
 
compensation
 
or
 
earnings
 
for
 
the
 
purpose
 
of
 
any
 
other
 
employee
benefit
 
plan
 
adopted
 
or
 
maintained
 
by
 
the
 
Company,
 
nor
 
shall
 
this
 
Plan
 
be
deemed to amend or modify the provisions of the Retirement Plan.
(i)
 
This
 
Plan
 
is
 
intended
 
to
 
meet
 
the
 
requirements
 
of
 
Code
 
section
 
409А,
 
as
applicable,
 
in
 
order
 
to
 
avoid
 
any
 
adverse
 
tax
 
consequences
 
resulting
 
from
 
any
failure
 
to
 
comply
 
with
 
Code
 
section
 
409А
 
and,
 
as
 
a
 
result,
 
this
 
Plan
 
shall
 
be
operated
 
in
 
a
 
manner
 
consistent
 
with
 
such
 
compliance.
 
Except
 
to
 
the
 
extent
expressly set forth in this
 
Plan, the Participant (and/or the Participant's
 
Beneficiary,
as applicable)
 
shall have
 
no right
 
to dictate
 
the taxable
 
year in
 
which any
 
payment
hereunder that is subject to Code section 409А should be paid.
(j)
 
At the Effective
 
Time, certain
 
active employees of
 
Phillips 66 and
 
members of its
controlled
 
group
 
ceased
 
to
 
participate
 
in
 
the
 
Plan,
 
and
 
the
 
liabilities,
 
including
liabilities related to
 
benefits grandfathered from Code
 
section 409A (
i.e.
, amounts
deferred
 
and
 
vested
 
prior
 
to
 
January
 
1,
 
2005),
 
for
 
these
 
participant's
 
benefits
under the Plan were transferred to the members of the Phillips 66 controlled group
and
 
continued
 
as
 
the
 
Phillips
 
66
 
Key
 
Employee
 
Supplemental
 
Retirement
 
Plan.
 
ConocoPhillips
 
distributed its
 
interest
 
in
 
Phillips
 
66
 
to
 
its
 
shareholders
 
as
 
of
 
the
Distribution.
 
Notwithstanding
 
Section
 
X,
 
on
 
and
 
after
 
the
 
Effective
 
Time,
 
the
Company,
 
ConocoPhillips,
 
other
 
members
 
of
 
the
 
Controlled
 
Group
 
(as
determined after
 
the Distribution),
 
the Plan,
 
any directors,
 
officers,
 
or employees
of
 
any
 
member
 
of
 
the
 
Controlled
 
Group
 
(as
 
determined
 
after
 
the
 
Distribution),
and
 
any
 
successors
 
thereto,
 
shall
 
have
 
no
 
further
 
obligation
 
or
 
liability
 
to,
 
or
 
on
behalf
 
of,
 
any
 
such
 
participant
 
with
 
respect
 
to
 
any
 
benefit,
 
amount,
 
or
 
right
transferred
 
to
 
or
 
due
 
under
 
the
 
Phillips
 
66
 
Key
 
Employee
 
Supplemental
Retirement Plan.
 
 
 
Exhibit 10.10.1
 
26
 
SECTION XI.
 
Effective Date of the Restated Plan.
The
 
ConocoPhillips
 
Key
 
Employee
 
Supplemental
 
Retirement
 
Plan
 
is
 
hereby
 
amended
and restated as set forth in
 
this 2020 Amendment and Restatement
 
effective as of January
1, 2020 and conditioned on the occurrence of the Distribution.
 
 
 
Executed this ____ day of December 2019, by a duly authorized officer of the Company.
 
 
 
 
Heather G. Sirdashney
Vice President, Human Resources
 
 
 
KESRP
 
2020 Restatement
 
12-19-2019
 
 
Exhibit 10.10.1
 
27
 
 
APPENDIX A
SELECT NEW HIRES TO
 
CONOCOPHILLIPS KEY EMPLOYEE SUPPLEMENTAL
 
RETIREMENT
PLAN
 
 
For Select New Hires, as set forth in
 
resolutions adopted from time to time by
 
the Human
Resources and Compensation
 
Committee of the
 
Board of Directors of
 
ConocoPhillips, or
its successor, the following provisions apply:
1.
 
The
 
Select
 
New
 
Hire
 
will,
 
effective
 
on
 
the
 
first
 
day
 
of
 
employment
 
with
 
the
Controlled
 
Group,
 
become
 
a
 
Participant
 
in
 
the
 
ConocoPhillips
 
Key
 
Employee
Supplemental
 
Retirement
 
Plan.
 
In
 
addition
 
to
 
the
 
benefits
 
provided
 
under
 
the
 
Plan,
 
the
Select New Hire will be eligible for a further benefit
 
(the "Further Benefit"), calculated in
accordance with the provisions of this Appendix.
2.
 
Further Benefit shall
 
mean the difference
 
between the Putative
 
Title I
 
Benefit and
the
 
Offsetting
 
Benefits,
 
both
 
as
 
described
 
below.
 
In
 
determining
 
the
 
Further
 
Benefit,
paragraphs (f) and (g) of the Plan shall apply.
 
3.
 
The Putative Title I Benefit shall mean the sum of (i), (ii), and (iii) below:
 
(i.)
 
The difference
 
between the
 
Select New
 
Hire's total
 
accrued benefit
 
under
Title
 
I
 
and
 
his
 
actual
 
accrued
 
benefit
 
under
 
Title
 
I.
 
For
 
this
 
purpose,
 
a
Select New Hire's
 
total accrued benefit
 
under Title
 
I is the
 
accrued benefit
he would
 
have if
 
his accrued
 
benefit under
 
Title
 
I were
 
determined under
the terms of Title I but with the following modifications:
(aa)
 
Include
 
in
 
Annual
 
Earnings
 
an
 
award
 
under
 
the
 
Incentive
Compensation Plan
 
which the
 
Select New
 
Hire deferred
 
under the
terms of KEDCP.
 
Include such award in the calendar year in which
the
 
award
 
would
 
have
 
been
 
paid
 
to
 
the
 
Select
 
New
 
Hire
 
if
 
it
 
had
not been deferred.
 
(bb)
 
Include in Annual Earnings salary that would have been paid to
 
the
Select New Hire but for
 
the fact that he voluntarily
 
elected to defer
receipt
 
of
 
that
 
salary
 
under
 
the
 
terms
 
of
 
KEDCP.
 
Include
 
the
 
Exhibit 10.10.1
 
28
 
deferred
 
salary
 
in
 
Annual
 
Earnings
 
in
 
the
 
calendar
 
year
 
in
 
which
the salary would have been paid had it not been deferred.
(cc)
 
Include in Annual Earnings
 
the initial value
 
of a restricted stock
 
or
restricted stock unit award under
 
the Incentive Compensation Plan.
Include
 
that
 
value
 
in
 
Annual
 
Earnings
 
in
 
the
 
calendar
 
year
 
in
which the award was granted.
(dd)
 
Include
 
in
 
Annual
 
Earnings
 
the
 
value
 
of
 
any
 
special
 
award
specified by the Committee under the
 
terms of the special
 
award to
be included for
 
Annual Earnings purposes
 
under Title
 
I in the
 
year
in
 
which
 
any
 
applicable
 
restrictions
 
on
 
the
 
award
 
lapse
 
or,
 
if
deferred,
 
in
 
the
 
year
 
in
 
which
 
any
 
applicable
 
restrictions
 
would
have lapsed absent an election to defer.
(ee)
 
Disregard the
 
limitations on
 
compensation related
 
to Code
 
section
401(a)(17).
(ff)
 
Disregard the limitation on benefits related to Code section 415.
(gg)
 
If
 
the
 
Select
 
New
 
Hire
 
is
 
eligible
 
to
 
receive
 
benefits
 
under
 
the
ConocoPhillips
 
Executive
 
Severance
 
Plan
 
or
 
under
 
the
ConocoPhillips Key
 
Employee Change in
 
Control Severance
 
Plan,
include in
 
Annual Earnings
 
an amount
 
determined by
 
dividing the
Select New
 
Hire's Salary
 
by 4.3333
 
times the
 
number of
 
weeks or
partial
 
weeks
 
from
 
the
 
date
 
the
 
Select
 
New
 
Hire's
 
employment
ends with the
 
Employer to
 
the end
 
of that
 
calendar year.
 
Provided,
however, this
 
subsection (gg) shall
 
be disregarded to
 
the extent the
benefit
 
created
 
solely
 
by
 
operation
 
of
 
this
 
subsection
 
(gg)
 
is
provided under the terms of Title 1.
(hh)
 
Determine service credited
 
for purposes of
 
benefit accrual as
 
if the
Select
 
New
 
Hire
 
had
 
originally
 
been
 
employed
 
by
 
the
 
Controlled
Group
 
on
 
the
 
date
 
that
 
the
 
Select
 
New
 
Hire
 
began
 
employment
with the
 
company with
 
which the
 
Select New
 
Hire was
 
employed
immediately prior to becoming employed by the Controlled Group.
 
Exhibit 10.10.1
 
29
 
(ii.)
 
In the
 
case of
 
a Select
 
New Hire
 
who terminated
 
employment on
 
or after
February
 
8,
 
1993,
 
the
 
Title
 
I-related
 
accrued
 
benefit
 
shall
 
include
 
an
additional supplemental accrued benefit calculated under the terms of Title
I,
 
but
 
disregarding
 
the
 
limitation
 
on
 
compensation
 
that
 
is
 
taken
 
into
account, using as final average earnings
 
the difference, if any,
 
between the
Total
 
Final
 
Average
 
Earnings
 
and
 
the
 
Final
 
Average
 
Earnings
 
used
 
in
Title 1.
(iii.)
 
The Title
 
I-related accrued
 
benefit shall
 
also include
 
any benefit
 
provided
under Section IV of this Plan.
4.
 
The
 
Offsetting
 
Benefits
 
shall
 
mean
 
any
 
benefit,
 
other
 
than
 
the
 
Further
 
Benefit,
provided
 
to
 
the
 
Select
 
New
 
Hire
 
under
 
a
 
defined
 
benefit
 
plan
 
of
 
ConocoPhillips,
including but not
 
limited to the ConocoPhillips
 
Retirement Plan (and any
 
successor plan)
and the ConocoPhillips Key Employee
 
Supplemental Retirement Plan (and any
 
successor
plan), together with any
 
benefit provided to the
 
Select New Hire under
 
a "defined benefit
plan"
 
(as
 
defined
 
in
 
section
 
3(35)
 
of
 
the
 
Employee
 
Retirement
 
Income
 
Security
 
Act
 
of
1974, as amended
 
(ERISA)), including
 
any such
 
plan regardless of
 
whether it
 
might also
be
 
considered
 
an
 
"excess
 
benefit
 
plan"
 
as
 
defined
 
in
 
section
 
3(36)
 
of
 
ERISA,
 
of
 
the
company by which the Select New
 
Hire was employed immediately prior
 
to becoming an
employee of
 
the Controlled
 
Group. In
 
determining the
 
value of
 
a benefit
 
provided by
 
an
employer
 
which
 
is
 
not
 
a
 
member
 
of
 
the
 
Controlled
 
Group,
 
the
 
Plan
 
Administrator
 
may
make any reasonable assumptions necessary and
 
use such information as may be
 
publicly
available, provided by
 
such employer,
 
or provided by
 
the Select New
 
Hire, although
 
it is
within the
 
discretion of
 
the Plan
 
Administrator to
 
determine which
 
such information
 
and
assumptions
 
to
 
use
 
and
 
to
 
disregard
 
any
 
information
 
which
 
the
 
Plan
 
Administrator
considers invalid, incomplete, or otherwise suspect.
5.
 
Nothing in
 
this
 
Appendix is
 
intended to
 
affect the
 
other operations
 
or provisions
of the Plan. If the
 
Select New Hire is,
 
under the provisions
 
of the Plan, otherwise
 
eligible
to
 
participate
 
in
 
the
 
Plan,
 
the
 
Select
 
New
 
Hire
 
will
 
do
 
so
 
in
 
accordance
 
with
 
those
provisions.
 
 
 
 
 
 
 
Exhibit 10.10.1
 
30
 
Schedule A
 
Name
 
Employee
Number
BUSH, BRUCE ASHBY
 
123432
FORD, RONALD F
 
280903
GILL, DAVID
 
CLINTON
 
311219
HAGENSON, RANDY L
 
341865
BRAND, KAREN FLENNIKEN
 
365245
KREMER, DON F
 
492288
LAMPERT,
 
HARRY T
 
498780
DAVIDSON,
 
LINDA LAWSON
 
507761
MCKEE, JOSEPH MASON
 
580382
MOORE, STANLEY WAYNE
 
118400
MULLENS, PATRICK
 
O
 
624406
RISLEY,
 
ALLYN WAYNE
 
735419
SIGLER III, CARL BENJAMIN
 
793759
SIMPSON, JAMES ALEX
 
796245
SMITH, ALBERT GORIN, JR.
 
802659
SQUIRES, TOMMY DALE
 
824971
BALL, REBECCA P
 
880394
WISZNEAUCKAS, ERIC COOK
 
961604
WREN, CHRISTOPHER LYNDE
 
970988
MACKLIN, DONALD L
 
541514
JOHNSON, DAVID ALAN
 
898304
HARPER, MARK R
 
483674
PARKER, CHARLES M
 
615208
NELSON, DAVID
 
016221
DURBIN, JOHN E
 
017871
LINES, JOHN F
 
012019
LOFTUS, THOMAS A. III
 
017554
JAMES, FRANCIS H
 
013118
MADISON, PAUL A.
 
015570
SPOON, MARK J.
 
018451
GRIMMER, PAUL J
 
015564
 
 
 
Exhibit 10.10.1
 
31
 
Schedule B
 
 
Name
 
Employee Number
Kennedy, Shawn R.
 
897261
O’Connell, Patrick J.
 
302463
 
 
 
Exhibit 10.10.1
 
32
 
Schedule C
 
 
Name
 
Employee Number
Midkiff, Kevin L.
 
108989
Stansbury, Jeffery N.
 
109404
Casey B. Jones
 
18303
 
EX-10.11.1 4 d875559dex10111.htm EX-10.11.1 EX-10.11.1
 
Exhibit 10.11.1
 
1
 
DEFINED CONTRIBUTION MAKE-UP PLAN
OF
CONOCOPHILLIPS
TITLE I
(Effective for benefits earned and vested prior to
 
January 1, 2005)
2020 AMENDMENT AND RESTATEMENT
 
The Defined
 
Contribution Make-Up
 
Plan of
 
ConocoPhillips,
 
Title
 
I (the
 
“Frozen Plan”),
is
 
hereby
 
amended
 
and
 
restated
 
effective
 
as
 
of
 
January
 
1,
 
2020
 
(except
 
where
 
another
date is specified herein with regard to a particular provision).
 
Immediately prior to
 
effectiveness of
 
this 2020
 
Amendment and Restatement,
 
the Frozen
Plan was and remains subject to the 2012 Restatement of the Defined Contribution Make-
Up
 
Plan
 
of
 
ConocoPhillips,
 
Title
 
I,
 
which
 
was
 
effective
 
as
 
of
 
the
 
"Effective
 
Time"
defined in the Employee
 
Matters Agreement by and
 
between ConocoPhillips and Phillips
66
 
(the
 
"Effective
 
Time"),
 
together
 
with
 
the
 
First
 
Amendment
 
to
 
Title
 
I
 
of
 
the
 
Defined
Contribution Make-Up Plan of
 
ConocoPhillips (2012 Restatement), effective
 
October 30,
2019.
 
Preamble
 
The purpose of this Plan is to attract and retain key
 
employees by providing supplemental
benefits
 
for
 
those
 
Eligible
 
Employees
 
whose
 
benefits
 
under
 
the
 
CPSP
 
might
 
otherwise
have
 
been
 
affected
 
by
 
Pay
 
Limitations
 
or
 
by
 
a
 
voluntary
 
reduction
 
in
 
salary
 
under
provisions of KEDCP.
 
The Defined Contribution Make-Up Plan of ConocoPhillips is intended to provide
 
certain
specified
 
benefits
 
to
 
Highly
 
Compensated
 
Employees
 
whose
 
benefits
 
under
 
the
ConocoPhillips Savings
 
Plan might
 
otherwise be
 
limited.
 
Title
 
I of
 
the Plan,
 
sometimes
referred to as the
 
Frozen Plan, is
 
effective with regard to
 
benefits earned and
 
vested prior
to January 1, 2005,
 
while Title
 
II of the Plan,
 
sometimes referred to as
 
the Ongoing Plan,
 
Exhibit 10.11.1
 
2
 
is effective
 
with regard
 
to benefits
 
earned or
 
vested after
 
December 31,
 
2004.
 
Earnings,
gains,
 
and
 
losses
 
shall
 
be
 
allocated
 
to
 
the
 
Title
 
of
 
the
 
Plan
 
to
 
which
 
the
 
underlying
obligations
 
giving
 
rise to
 
them are
 
allocated.
 
Other than
 
earnings, gains,
 
and losses,
 
no
further benefits shall accrue under Title I of this Plan after December 31, 2004.
 
This
 
Title
 
I
 
of
 
the
 
Plan
 
is
 
intended
 
(1)
 
to
 
be
 
a
 
“grandfathered”
 
plan
 
pursuant
 
to
 
Code
section 409A, as
 
enacted as
 
part of the
 
American Jobs
 
Creation Act of
 
2004, and
 
official
guidance issued thereunder,
 
and (2) to be “a plan
 
which is unfunded and is maintained
 
by
an
 
employer
 
primarily
 
for
 
the
 
purpose
 
of
 
providing
 
deferred
 
compensation
 
for
 
a
 
select
group of management
 
or highly compensated
 
employees” within the
 
meaning of sections
201(2), 301(a)(3),
 
and 401(a)(1)
 
of ERISA.
 
Notwithstanding any
 
other provision
 
of this
Plan,
 
this
 
Plan
 
shall
 
be
 
interpreted,
 
operated,
 
and
 
administered
 
in
 
a
 
manner
 
consistent
with these intentions.
 
Section 1.
 
Definitions.
 
 
For
 
purposes
 
of
 
the
 
Plan,
 
the
 
following
 
terms,
 
as
 
used
 
herein,
 
shall
 
have
 
the
 
meaning
specified:
(a)
 
“Affiliated
 
Company”
 
shall
 
mean
 
ConocoPhillips
 
and
 
any
 
company
 
or
 
other
legal entity that is controlled, either directly or indirectly, by ConocoPhillips.
(b)
 
“Affiliated Group”
 
shall mean
 
ConocoPhillips and
 
its subsidiaries
 
and affiliates
in which it owns a 5% or more equity interest.
(c)
 
“Allocation
 
Ratio”
 
shall
 
mean
 
the
 
ratio
 
determined
 
by
 
dividing
 
(i)
 
an
 
amount
equal
 
to
 
the
 
total
 
value
 
of
 
the
 
unallocated
 
shares
 
of
 
Stock
 
allocated
 
to
 
Stock
Savings
 
Feature
 
participants
 
and
 
beneficiaries
 
as
 
of
 
a
 
Stock
 
Savings
 
Feature
Semiannual
 
Allocation
 
Date
 
or
 
Supplemental
 
Allocation
 
Date
 
(as
 
defined
 
in
 
the
CPSP)
 
by
 
(ii)
 
an
 
amount
 
equal
 
to
 
the
 
total
 
net
 
Stock
 
Savings
 
Feature
 
employee
deposits
 
used
 
in
 
the
 
calculation
 
of
 
the
 
Stock
 
Savings
 
Feature
 
Semiannual
Allocation or Supplemental Allocation (as defined in the CPSP).
(d)
 
“Beneficiary”
 
shall
 
mean
 
a
 
person
 
or
 
persons
 
or
 
the
 
trustee
 
of
 
a
 
trust
 
for
 
the
benefit
 
of
 
a
 
person
 
designated
 
by
 
a
 
Participant
 
to
 
receive,
 
in
 
the
 
event
 
of
 
death,
any
 
unpaid
 
portion
 
of
 
a
 
Participant's
 
Benefit
 
from
 
this
 
Plan,
 
as
 
provided
 
in
 
Exhibit 10.11.1
 
3
 
Section 5.1.
(e)
 
“Benefit”
 
shall
 
mean
 
an
 
obligation
 
of
 
the
 
Company
 
to
 
pay
 
amounts
 
from
 
the
Frozen Plan.
(f)
 
“Board”
shall
 
mean
 
the
 
Board
 
of
 
Directors
 
of
 
the
 
Company,
 
as
 
it
 
may
 
be
comprised from time to time.
(g)
 
“Code”
 
shall mean the
 
Internal Revenue Code
 
of 1986,
 
as amended from
 
time to
time, or any successor statute.
(h)
 
“Committee”
 
shall mean the Nonqualified Plans Benefit
 
Committee as appointed
from
 
time
 
to
 
time
 
by
 
the
 
Board;
 
provided,
 
however,
 
that
 
until
 
a
 
successor
 
is
appointed by
 
the Board,
 
the individual
 
serving as
 
the Company’s
 
Vice
 
President
with responsibility over human resources shall be sole member of the Committee.
(i)
 
“Company”
 
shall
 
mean
 
ConocoPhillips
 
Company,
 
a
 
Delaware
 
corporation,
 
or
any successor corporation.
 
The Company is a subsidiary of ConocoPhillips.
(j)
 
“Company Stock Fund”
 
shall mean an Investment
 
Option under this Plan
 
that is
accounted for as if
 
investments were made
 
in the common
 
stock, $0.01 par
 
value,
of
 
ConocoPhillips,
 
although
 
no
 
such
 
actual
 
investments
 
need
 
be
 
made,
 
with
accounting entries being sufficient therefor.
(k)
 
“ConocoPhillips”
 
shall
 
mean
 
ConocoPhillips,
 
a
 
Delaware
 
corporation,
 
or
 
any
successor
 
corporation.
 
ConocoPhillips
 
is
 
a
 
publicly
 
held
 
corporation
 
and
 
the
parent of the Company.
(l)
 
“CPSP”
shall mean the ConocoPhillips Savings Plan.
(m)
 
“CPSP Pay”
 
shall mean
"
Pay
"
 
as defined in the CPSP.
(n)
 
“DCMP
 
Pay”
 
shall
 
mean
"
Pay
"
 
as
 
defined
 
in
 
the
 
CPSP
 
without
 
regard
 
to
 
Pay
Limitations or voluntary salary reduction under provisions of the KEDCP.
(o)
 
“Disability”
 
shall
 
mean
 
the
 
inability,
 
in
 
the
 
opinion
 
of
 
the
 
Medical
 
Director
 
of
ConocoPhillips,
 
of
 
a
 
Participant,
 
because
 
of
 
an
 
injury
 
or
 
sickness,
 
to
 
work
 
at
 
a
reasonable occupation that is available with a member of the Affiliated Group.
 
(p)
 
“Election
 
Form”
shall mean
 
a
 
written
 
form,
 
including
 
one
 
in
 
electronic
 
format,
provided by
 
the Plan
 
Administrator pursuant
 
to which
 
a Participant
 
may elect
 
the
time and form of payment of his or her Benefits.
(q)
 
“Eligible
 
Employee”
 
shall
 
mean
 
an
 
Employee
 
whose
 
DCMP
 
Pay
 
exceeds
 
the
amount
 
set
 
forth
 
in
 
Code
 
section 401(a)(17),
 
as
 
amended
 
from
 
time
 
to
 
time,
 
or
 
Exhibit 10.11.1
 
4
 
who
 
is
 
eligible
 
to
 
elect
 
a
 
voluntary
 
salary
 
reduction
 
under
 
the
 
provisions
 
of
 
the
KEDCP.
(r)
 
“Employee”
 
shall
 
mean
 
any
 
individual
 
who
 
is
 
a
 
salaried
 
employee
 
of
 
the
Company or any Participating Subsidiary.
(s)
 
“ERISA”
shall mean
 
the Employee
 
Retirement Income
 
Security Act
 
of 1974,
 
as
amended from time to time, or any successor statute.
(t)
 
“Exchange
 
Act”
 
shall
 
mean
 
the
 
Securities
 
Exchange
 
Act
 
of
 
1934,
 
as
 
amended
and in effect from time to time, or any successor statute.
(u)
 
“Frozen
 
Plan”
 
shall mean
 
Title
 
I of
 
the Defined
 
Contribution
 
Make-Up Plan
 
of
ConocoPhillips.
(v)
 
“Investment
 
Options”
 
shall
 
mean
 
the
 
investment
 
options,
 
as
 
determined
 
from
time to
 
time by
 
the Plan
 
Administrator,
 
used to
 
credit earnings,
 
gains, and
 
losses
on Supplemental Thrift Feature Account and
 
Supplemental Stock Savings Feature
Account balances.
(w)
 
“KEDCP”
 
shall
 
mean
 
the
 
Key
 
Employee
 
Deferred
 
Compensation
 
Plan
 
of
ConocoPhillips
 
or
 
any
 
similar
 
or
 
successor
 
plan
 
maintained
 
by
 
an
 
Affiliated
Company.
(x)
 
“Layoff”
 
or
“Laid
 
Off”
 
shall
 
mean
 
layoff
 
under
 
the
 
Phillips
 
Layoff
 
Plan,
 
the
Work
 
Force
 
Stabilization
 
Plan
 
of
 
Phillips
 
Petroleum
 
Company,
 
the
 
Phillips
Petroleum Company
 
Executive Severance
 
Plan, the
 
Conoco Severance
 
Pay Plan,
the
 
Conoco
 
Inc.
 
Key
 
Employee
 
Severance
 
Plan,
 
or
 
any
 
similar
 
plan
 
which
 
the
Company,
 
any Participating Subsidiary,
 
or a member of
 
the Affiliated Group
 
may
adopt
 
from
 
time
 
to
 
time
 
under
 
the
 
terms
 
of
 
which
 
the
 
Participant
 
executes
 
and
does
 
not
 
revoke
 
a
 
general
 
release
 
of
 
liability,
 
acceptable
 
to
 
the
 
Company,
Participating
 
Subsidiary,
 
or
 
a
 
member
 
of
 
the
 
Affiliated
 
Group,
 
as
 
applicable,
under such layoff plan.
(y)
 
“Ongoing
 
Plan”
shall mean
 
Title
 
II
 
of
 
the
 
Defined
 
Contribution
 
Make-Up
 
Plan
of ConocoPhillips.
(z)
 
“Other
 
Obligations”
 
shall
 
mean
 
the
"
Other
 
Obligations
"
 
as
 
defined
 
in
 
the
Amendment to and Merger of Amended and Restated Conoco Inc. Salary Deferral
&
 
Savings
 
Restoration
 
Plan
 
into
 
Key
 
Employee
 
Deferred
 
Compensation
 
Plan
 
of
ConocoPhillips
 
and
 
Defined
 
Contribution
 
Make-Up
 
Plan
 
of
 
ConocoPhillips,
 
Exhibit 10.11.1
 
5
 
pursuant
 
to
 
which
 
a
 
portion
 
of
 
the
 
Amended
 
and
 
Restated
 
Conoco
 
Inc.
 
Salary
Deferral & Savings
 
Restoration Plan is
 
merged into
 
this Plan effective
 
October 3,
2003.
(aa)
 
“Participant”
 
shall
 
mean
 
an
 
Eligible
 
Employee
 
who
 
is
 
eligible
 
to
 
receive
 
a
Benefit from
 
this
 
Plan as
 
a result
 
of being
 
an Eligible
 
Employee and
 
any
 
person
for
 
whom
 
a
 
Supplemental
 
Thrift
 
Feature
 
Account
 
and/or
 
a
 
Supplemental
 
Stock
Savings Feature Account is maintained.
(bb)
 
“Participating Subsidiary”
 
shall mean a Subsidiary which has adopted the CPSP
and of which one
 
or more Employees are
 
Participants eligible to make
 
deposits to
the CPSP or are eligible for Benefits pursuant to this Plan.
(cc)
 
“Pay
 
Limitations”
 
shall
 
mean
 
the
 
compensation
 
limitations
 
applicable
 
to
 
the
CPSP that are set forth in Code section 401(a)(17), as adjusted.
 
(dd)
 
“Plan”
shall
 
mean
 
the
 
Defined
 
Contribution
 
Make-Up
 
Plan
 
of
 
ConocoPhillips.
 
The Plan is sponsored and maintained by the Company.
(ee)
 
“Plan Administrator”
 
shall mean the Committee.
(ff)
 
“Plan Year
 
shall mean January 1 through December 31.
(gg)
 
“Retirement”
 
shall
 
mean
 
termination
 
of
 
employment
 
with
 
the
 
Company,
 
a
Participating
 
Subsidiary,
 
or
 
a
 
member
 
of
 
the
 
Affiliated
 
Group
 
that
 
qualifies
 
the
Employee
 
for
 
Retirement
 
as
 
that
 
term
 
is
 
defined
 
in
 
the
 
applicable
 
provisions
 
of
the
 
ConocoPhillips
 
Retirement
 
Plan,
 
the
 
Retirement
 
Plan
 
of
 
Conoco,
 
or
 
of
 
the
applicable retirement plan
 
of a member
 
of the Affiliated
 
Group.
 
Notwithstanding
the
 
foregoing,
 
an
 
Employee
 
will
 
not
 
be
 
considered
 
to
 
be
 
in
 
Retirement
 
for
purposes
 
of
 
this
 
Plan
 
if
 
he
 
is
 
entering
 
Retirement
 
under
 
the
 
Retirement
 
Plan
 
of
Conoco
 
prior
 
to
 
age
 
55,
 
unless
 
he
 
had
 
attained
 
age
 
50
 
on
 
or
 
before
 
August
 
30,
2002.
 
(hh)
 
“Stock”
 
shall
 
mean
 
shares
 
of
 
common
 
stock,
 
$0.01
 
par
 
value,
 
issued
 
by
ConocoPhillips.
(ii)
 
“Stock Savings Feature”
 
shall mean the Stock Savings Feature of the CPSP.
(jj)
 
“Subsidiary”
shall mean any corporation
 
or other entity that
 
is treated as a
 
single
employer with
 
ConocoPhillips under
 
section 414(b)
 
, (c),
 
or (m)
 
of the
 
Code.
 
In
applying section
 
1563(a)(1), (2),
 
and (3)
 
of the
 
Code for
 
purposes of
 
determining
a
 
controlled
 
group
 
of
 
corporations
 
under
 
section
 
414(b)
 
and
 
for
 
purposes
 
of
 
Exhibit 10.11.1
 
6
 
determining
 
trades
 
or
 
businesses
 
(whether
 
or
 
not
 
incorporated)
 
under
 
common
control
 
under
 
regulation
 
section
 
1.414(c)-2
 
for
 
purposes
 
of
 
Code
 
section
 
414(c),
the
 
language
 
“at
 
least
 
80%”
 
shall
 
be
 
used
 
without
 
substitution
 
as
 
allowed
 
under
regulations pursuant to Code section 409A.
(kk)
 
“Supplemental Stock
 
Savings Contributions”
 
shall mean (i)
 
prior to
 
the month
in which the Participant’s
 
Pay first exceeds the Pay Limitations
 
in a year, for
 
each
month that the Participant makes
 
deposits to the Stock Savings
 
Feature, 1% of the
amount of
 
the Participant’s
 
voluntary salary
 
reduction under
 
the KEDCP
 
for that
month,
 
and
 
(ii)
 
provided the
 
Participant
 
is making
 
deposits
 
to the
 
Stock Savings
Feature in
 
the month
 
in which
 
the Participant’s
 
Pay exceeds
 
the Pay
 
Limitations,
for that
 
month and
 
for each
 
month thereafter
 
until the
 
end of
 
the year,
 
1% of
 
the
sum
 
of
 
the
 
amount
 
of
 
the
 
Participant’s
 
voluntary
 
salary
 
reduction
 
under
 
the
KEDCP
 
for
 
that
 
month
 
plus
 
the
 
amount
 
of
 
the
 
Participant’s
 
Pay
 
for
 
that
 
month
that is in excess of the Pay Limitations for that year.
(ll)
 
“Supplemental
 
Stock
 
Savings
 
Feature
 
Account”
 
shall
 
mean
 
the
 
Plan
 
Benefit
account
 
of
 
a
 
Participant
 
that
 
reflects
 
the
 
portion
 
of
 
his
 
or
 
her
 
Benefit
 
that
 
is
intended to replace certain Stock Savings Feature benefits to which the Participant
might otherwise be entitled
 
but for the application
 
of the Pay Limitations
 
and/or a
voluntary salary reduction under the KEDCP.
(mm)
 
“Supplemental
 
Thrift
 
Contributions”
 
shall
 
mean,
 
(i)
 
prior
 
to
 
the
 
month
 
in
which the
 
Participant’s
 
Pay first
 
exceeds the
 
Pay Limitations
 
in a
 
year,
 
the same
percentage
 
of
 
a
 
Participant’s
 
Pay
 
that
 
the
 
Participant
 
is
 
depositing
 
as
 
a
 
Basic
Deposit
 
to
 
the
 
Thrift
 
Feature
 
for
 
that
 
month
 
multiplied
 
by
 
the
 
amount
 
of
 
the
Participant’s voluntary
 
salary reduction under the
 
KEDCP for that
 
month, and (ii)
provided the
 
Participant is
 
making deposits
 
to the
 
Thrift Feature
 
for the
 
month in
which
 
the
 
Participant’s
 
Pay
 
exceeds
 
the
 
Pay
 
Limitations
 
and
 
each
 
month
thereafter until
 
the
 
end
 
of
 
the
 
year,
 
the
 
same
 
percentage
 
of
 
the
 
Participant’s
 
Pay
that the Participant
 
was depositing as
 
a Basic Deposit
 
to the Thrift
 
Feature for the
month in
 
which he
 
or she
 
reached the
 
Pay Limitations
 
for the
 
year, multiplied
 
by
the
 
sum
 
of
 
the
 
amount
 
of
 
the
 
Participant’s
 
voluntary
 
salary
 
reduction
 
under
 
the
KEDCP
 
for
 
that
 
month
 
plus
 
the
 
amount
 
of
 
the
 
Participant’s
 
Pay
 
for
 
that
 
month
that is in excess of the Pay Limitations for that year.
 
Exhibit 10.11.1
 
7
 
(nn)
 
“Supplemental Thrift Feature Account”
 
shall mean the Plan Benefit
 
account of
a Participant
 
which reflects
 
the portion
 
of his
 
or her
 
Benefit which
 
is intended
 
to
replace certain Thrift Feature benefits
 
to which the Participant
 
might otherwise be
entitled
 
but
 
for
 
the
 
application
 
of
 
the
 
Pay
 
Limitations
 
and/or
 
a
 
voluntary
 
salary
reduction under the KEDCP.
(oo)
 
“Thrift Feature”
 
shall mean the Thrift Feature of the CPSP.
(pp)
 
“Trustee”
 
shall mean the trustee of
 
the grantor trust established
 
for this Plan by a
trust agreement between the Company and the trustee, or any successor trustee.
(qq)
 
“Valuation
 
Date”
 
shall mean “Valuation
 
Date” as defined in the CPSP.
 
Section 2.
 
Eligibility.
 
 
Benefits may only be granted to Eligible Employees.
 
Section 3.
 
Supplemental Thrift Feature Account Benefits.
 
 
For each payroll period in
 
which Company Contributions to
 
a Participant's account in the
Thrift
 
Feature
 
are,
 
or
 
would
 
be,
 
limited
 
by
 
the
 
Pay
 
Limitations
 
and/or
 
by
 
a
 
voluntary
salary
 
reduction
 
to
 
the
 
KEDCP,
 
a
 
Benefit
 
amount
 
shall
 
be
 
credited
 
to
 
his
 
or
 
her
Supplemental
 
Thrift
 
Feature
 
Account
 
no
 
later
 
than
 
the
 
end
 
of
 
the
 
month
 
following
 
the
Valuation
 
Date that
 
Company
 
contributions
 
are
 
made
 
to
 
the
 
Participant’s
 
Thrift
 
Feature
Account, or would
 
be made to
 
such account but
 
for Pay Limitations.
 
The Participant will
be
 
credited
 
with
 
an
 
amount
 
equal
 
to
 
the
 
amount
 
of
 
his
 
or
 
her
 
Supplemental
 
Thrift
Contributions
 
each
 
month
 
to
 
the
 
same
 
investment
 
funds
 
and
 
in
 
the
 
same
 
proportions
 
as
the Participant
 
has directed
 
his or
 
her latest
 
available investment
 
allocation for
 
Deposits
to the Thrift Feature.
 
Section 3.1
 
Supplemental Thrift Feature Account Earnings
 
 
The
 
Supplemental
 
Thrift
 
Feature
 
Account
 
shall
 
be
 
eligible
 
to
 
be
 
invested
 
in
 
the
 
same
investment funds
 
as are
 
made available
 
to Participants
 
in the
 
Thrift Feature
 
from time
 
to
time.
 
While such
 
investments shall
 
consist solely
 
of book
 
entries and
 
shall not
 
actually
 
Exhibit 10.11.1
 
8
 
be invested in such funds, the book entry
 
share value of such deemed investment
 
funds in
this Plan
 
shall be
 
determined to
 
be the
 
same share
 
value as
 
the actual
 
value of
 
shares in
the
 
investment
 
funds
 
of
 
the
 
CPSP.
 
The
 
amounts
 
deemed
 
invested
 
in
 
this
 
Plan
 
shall
 
be
valued at the
 
same time and
 
in the same
 
manner as though
 
they were actually
 
invested in
the
 
CPSP.
 
Also,
 
deemed
 
investments
 
in
 
the
 
Participant’s
 
Supplemental
 
Thrift
 
Feature
Account may be
 
exchanged into
 
other available
 
investment funds
 
in the
 
same manner,
 
at
the same
 
times, and
 
subject to
 
the same
 
limitations as
 
though the
 
deemed amounts
 
were
actually
 
invested
 
in
 
the
 
CPSP.
 
However,
 
to
 
the
 
extent
 
that
 
earnings
 
in
 
the
 
form
 
of
dividends
 
on
 
Company
 
Stock
 
in
 
the
 
CPSP
 
are
 
eligible
 
to
 
be
 
passed
 
through
 
to
 
the
Participant, such dividends will be deemed to have been reinvested in the Company Stock
Fund
 
of
 
this
 
Plan,
 
without
 
regard
 
to
 
whether
 
the
 
Participant
 
has
 
made
 
a
 
pass
 
through
election under the CPSP.
 
Section 4.
 
Supplemental Stock Savings Feature Account Benefits.
 
 
For
 
each
 
month
 
in
 
which
 
a
 
Semiannual
 
Allocation
 
or
 
Supplemental
 
Allocation
 
(as
defined in the
 
CPSP) to
 
a Participant's
 
account in the
 
Stock Savings
 
Feature is, or
 
would
be,
 
limited
 
by
 
the
 
Pay
 
Limitations
 
and/or
 
by
 
a
 
voluntary
 
salary
 
reduction
 
under
 
the
KEDCP,
 
a
 
Benefit
 
amount
 
shall
 
be
 
credited
 
to
 
his
 
or
 
her
 
Supplemental
 
Stock
 
Savings
Feature Account. The amount
 
to be credited shall
 
be calculated in shares in
 
the Company
Stock Fund
 
of this
 
Plan as
 
though the
 
Participant had
 
made Supplemental
 
Stock Savings
Contributions
 
and
 
shall
 
be
 
equal
 
to
 
(i)
 
the
 
Participant's
 
Supplemental
 
Stock
 
Savings
Contributions during the applicable Allocation Period (as defined in the CPSP) multiplied
by the applicable Allocation Ratio,
 
divided by (ii) the share value
 
for the Company Stock
Fund
 
of
 
the
 
CPSP
 
on the
 
applicable Allocation
 
Date.
 
This
 
amount
 
shall be
 
credited no
later
 
than
 
the
 
end
 
of
 
the
 
month
 
following
 
the
 
Valuation
 
Date
 
that
 
the
 
Semiannual
Allocation
 
or
 
Supplemental
 
Allocation
 
to
 
the
 
Company
 
Stock
 
Fund
 
would
 
have
 
been
made
 
had
 
the
 
Participant
 
received
 
a
 
Semiannual
 
Allocation
 
or
 
Supplemental
 
Allocation
under
 
the
 
Stock
 
Savings
 
Feature.
 
A
 
share
 
in
 
the
 
Company
 
Stock
 
Fund
 
of
 
the
Supplemental Stock
 
Savings Feature
 
Account shall
 
have a
 
value equivalent
 
to a
 
share in
the Company Stock Fund of the CPSP.
 
 
Exhibit 10.11.1
 
9
 
Section 4.1
 
Supplemental Stock Savings Account Feature Earnings
 
 
After
 
being
 
initially
 
invested
 
in
 
the
 
Company
 
Stock
 
Fund
 
account,
 
the
 
amounts
 
in
 
the
Participant’s
 
Supplemental Stock
 
Savings Feature
 
Account shall
 
thereafter be
 
eligible to
be
 
invested
 
in
 
the
 
same
 
investment
 
funds
 
as
 
are
 
made
 
available
 
to
 
Participants
 
in
 
the
CPSP from time to
 
time.
 
While such investments shall
 
consist solely of book
 
entries and
shall not
 
actually be
 
invested
 
in such
 
funds, the
 
book entry
 
share value
 
of
 
such deemed
investment funds in this
 
Plan shall be determined
 
to be the same share
 
value as the actual
value
 
of
 
shares
 
in
 
the
 
investment
 
funds
 
of
 
the
 
CPSP.
 
The
 
amounts
 
deemed invested
 
in
this
 
Plan
 
shall be
 
valued
 
at
 
the
 
same
 
time
 
and
 
in the
 
same
 
manner as
 
though
 
they
 
were
actually
 
invested
 
in
 
the
 
CPSP.
 
Also,
 
deemed
 
investments
 
in
 
the
 
Participant’s
Supplemental
 
Stock
 
Savings
 
Feature
 
Account
 
may
 
be
 
exchanged
 
into
 
other
 
available
investment
 
funds
 
in
 
the
 
same
 
manner,
 
at
 
the
 
same
 
times,
 
and
 
subject
 
to
 
the
 
same
limitations as though the deemed amounts
 
were actually invested in the
 
CPSP.
 
However,
to the
 
extent that
 
earnings in
 
the form
 
of dividends
 
on Company
 
Stock in
 
the CPSP
 
are
eligible
 
to
 
be
 
passed
 
through
 
to
 
the
 
Participant,
 
such
 
dividends
 
will
 
be
 
deemed
 
to
 
have
been reinvested
 
in the
 
Company
 
Stock Fund
 
of
 
this
 
Plan, without
 
regard to
 
whether the
Participant has made a pass through election under the CPSP.
 
 
Section 5.
 
Payment.
 
 
If
 
a
 
Participant
 
terminates
 
employment
 
with
 
the
 
Affiliated
 
Group
 
for
 
any
 
reason
 
except
death, Disability,
 
Layoff during
 
or after the
 
year in
 
which the Participant
 
reaches age 50,
or
 
Retirement,
 
Benefits
 
which
 
the
 
Participant
 
is
 
eligible
 
to
 
receive
 
under
 
this
 
Plan
 
shall
be
 
paid
 
in
 
one
 
lump
 
sum
 
cash
 
payment
 
as
 
soon
 
as
 
practicable
 
following
 
his
 
or
 
her
termination.
 
If
 
a
 
Participant
 
dies
 
prior
 
to
 
Retirement,
 
Benefits
 
which
 
the
 
Participant
 
is
eligible
 
to
 
receive
 
under
 
this
 
Plan
 
shall
 
be
 
paid
 
in
 
one
 
lump
 
sum
 
cash
 
payment
 
to
 
the
Participant's
 
Beneficiary
 
as
 
soon
 
as
 
practicable
 
after
 
his
 
or
 
her
 
death.
 
If
 
a
 
Participant
Retires,
 
is
 
Laid
 
off
 
during
 
or
 
after
 
the
 
year
 
in
 
which
 
the
 
Participant
 
reaches
 
age
 
50,
 
or
becomes
 
Disabled,
 
Benefits
 
which
 
the
 
Participant
 
is
 
eligible
 
to
 
receive
 
under
 
this
 
Plan
shall
 
be
 
paid
 
in
 
one
 
lump
 
sum
 
cash
 
payment
 
as
 
soon
 
as
 
practicable
 
following
 
the
Participant's
 
Retirement,
 
Layoff,
 
determination
 
of
 
Disability,
 
or
 
termination
 
of
 
Exhibit 10.11.1
 
10
 
employment; provided
 
that such
 
a Participant
 
may
 
indicate a
 
preference
 
to defer
 
part
 
or
all of such lump sum cash payment under the terms of the KEDCP.
 
All lump
 
sum cash
 
payments shall
 
be made
 
only as
 
of a
 
Valuation
 
Date and
 
shall be
 
net
of withholding for applicable taxes required by law.
 
The Chief
 
Executive Officer
 
of ConocoPhillips,
 
with respect
 
to Participants
 
who are
 
not
subject
 
to
 
section
 
16
 
of
 
the
 
Exchange
 
Act,
 
and
 
the
 
Committee,
 
with
 
respect
 
to
Participants
 
who
 
are
 
subject
 
to
 
section
 
16
 
of
 
the
 
Exchange
 
Act,
 
shall
 
consider
 
such
indication of
 
preference and
 
shall respectively
 
decide in
 
the Chief
 
Executive Officer's
 
or
the Committee's
 
sole discretion
 
whether to
 
accept or
 
reject the
 
preference expressed.
 
In
the
 
event
 
the
 
Chief
 
Executive
 
Officer
 
or
 
the
 
Committee,
 
as
 
applicable,
 
accepts
 
such
Participant's
 
preference,
 
the
 
Participant's
 
Benefit
 
from
 
this
 
Plan
 
shall
 
be
 
credited
 
as
 
an
Award
 
under
 
the
 
KEDCP
 
as
 
soon
 
as
 
practicable
 
after
 
the
 
Participant's
 
Retirement,
Layoff, or the date the Participant is determined to be Disabled.
 
 
Section 5.1
 
Beneficiary Designation.
 
A Participant
 
may
 
designate
 
a
 
Beneficiary
 
or
 
Beneficiaries
 
to receive
 
the
 
entire
 
balance
of
 
the
 
Participant’s
 
Deferred
 
Compensation
 
Account
 
by
 
giving
 
signed
 
written
 
notice
 
of
such designation
 
to the
 
Plan Administrator
 
upon forms
 
supplied by
 
and delivered
 
to the
Plan
 
Administrator
 
and
 
may
 
revoke
 
such
 
designations
 
in
 
writing;
 
provided,
 
that
 
writing
and
 
signing
 
may
 
be
 
done
 
by
 
any
 
electronic
 
means
 
approved
 
by
 
the
 
Plan
 
Administrator.
 
The
 
Participant
 
may
 
from
 
time
 
to
 
time
 
change
 
or
 
cancel
 
any
 
previous
 
beneficiary
designation
 
in
 
the
 
same
 
manner.
 
The
 
last
 
beneficiary
 
designation
 
received
 
by
 
the
 
Plan
Administrator shall
 
be controlling
 
over any
 
prior
 
designation and
 
over any
 
testamentary
or
 
other
 
disposition.
 
After
 
acceptance
 
by
 
the
 
Plan
 
Administrator
 
of
 
such
 
written
designation, it
 
shall take
 
effect as
 
of the
 
date on
 
which it
 
was signed
 
by the
 
Participant,
whether the
 
Participant is
 
living at
 
the time
 
of such
 
receipt, but
 
without prejudice
 
to the
Company
 
or
 
any
 
member
 
of
 
the
 
Controlled
 
Group
 
or
 
the
 
Plan
 
Administrator
 
or
 
their
respective employees and
 
agents on account of
 
any payment made
 
under this Plan
 
before
receipt
 
of
 
such
 
designation.
 
If
 
no
 
designation
 
of
 
a
 
Beneficiary
 
is
 
on
 
file
 
with
 
the
 
Plan
 
Exhibit 10.11.1
 
11
 
Administrator
 
at
 
the
 
time
 
of
 
the
 
death
 
of
 
the
 
Participant
 
or
 
such
 
designation
 
is
 
not
effective
 
for
 
any
 
reason
 
as
 
determined
 
by
 
the
 
Plan
 
Administrator,
 
then,
 
for
 
purposes
 
of
this
 
Plan,
 
“Beneficiary”
 
shall
 
mean,
 
and
 
such
 
Benefits
 
shall
 
be
 
paid
 
to,
 
(i)
 
the
Participant's
 
surviving
 
spouse
 
as
 
of
 
the
 
Participant's
 
date
 
of
 
death,
 
or
 
(ii)
 
if
 
there
 
is
 
no
surviving spouse as of the Participant's date of death, the Participant’s estate.
 
Section 6.
 
Nonassignability.
 
The
 
interest
 
of
 
a
 
Participant
 
or
 
his
 
Beneficiary
 
or
 
Beneficiaries
 
hereunder
 
may
 
not
 
be
sold,
 
transferred,
 
assigned,
 
or
 
encumbered
 
in
 
any
 
manner,
 
either
 
voluntarily
 
or
involuntarily,
 
and
 
any
 
attempt
 
so
 
to
 
anticipate,
 
alienate,
 
sell,
 
transfer,
 
assign,
 
pledge,
encumber, or
 
charge the
 
same shall be null
 
and void; neither
 
shall the Benefits
 
hereunder
be
 
liable
 
for
 
or
 
subject
 
to
 
the
 
debts,
 
contracts,
 
liabilities,
 
engagements,
 
or
 
torts
 
of
 
any
person
 
to
 
whom
 
such
 
Benefits
 
or
 
funds
 
are
 
payable,
 
nor
 
shall
 
they
 
be
 
an
 
asset
 
in
bankruptcy or subject to garnishment, attachment, or other legal or equitable proceedings.
 
Section 7.
 
Administration.
 
 
(a)
 
The Plan shall be administered by the Plan Administrator.
 
The Plan Administrator
may
 
delegate
 
to
 
employees
 
of
 
the
 
Company
 
or
 
any
 
Affiliated
 
Company
 
the
authority
 
to
 
execute
 
and
 
deliver
 
such
 
instruments
 
and
 
documents,
 
to
 
do
 
all
 
such
acts
 
and
 
things,
 
and
 
to
 
take
 
such
 
other
 
steps
 
deemed
 
necessary,
 
advisable,
 
or
convenient
 
for
 
the
 
effective
 
administration
 
of
 
the
 
Plan
 
in
 
accordance
 
with
 
its
terms
 
and
 
purpose,
 
except
 
that
 
the
 
Plan
 
Administrator
 
may
 
not
 
delegate
 
any
discretionary
 
authority
 
with
 
respect
 
to
 
substantive
 
decisions
 
or
 
functions
regarding
 
the
 
Plan
 
or
 
Benefits
 
under
 
the
 
Plan.
 
The
 
Plan
 
Administrator
 
may
designate
 
a
 
third
 
party
 
to
 
provide
 
services
 
that
 
may
 
include
 
record
 
keeping,
Participant accounting, Participant communication, payment of
 
installments to the
Participant,
 
tax
 
reporting,
 
and
 
any
 
other
 
services
 
specified
 
in
 
an
 
agreement
 
with
such third
 
party.
 
The Plan
 
Administrator may
 
adopt such
 
rules, regulations,
 
and
forms
 
as
 
deemed
 
desirable
 
for
 
administration
 
of
 
the
 
Plan
 
and
 
shall
 
have
 
the
discretionary
 
authority
 
to
 
allocate
 
responsibilities
 
under
 
the
 
Plan
 
to
 
such
 
other
 
Exhibit 10.11.1
 
12
 
persons
 
as
 
may
 
be
 
designated.
 
The
 
Plan
 
Administrator
 
shall
 
have
 
absolute
discretion
 
in
 
carrying
 
out
 
its
 
responsibilities,
 
and
 
all
 
interpretations,
 
findings
 
of
fact
 
and
 
resolutions
 
described
 
herein
 
which
 
are
 
made
 
by
 
the
 
Plan
 
Administrator
shall be binding, final and conclusive on all parties.
 
The Plan
 
Administrator
 
and his
 
or her
 
delegates shall
 
serve without
 
bond
and without
 
compensation for
 
services under
 
this Plan.
 
All expenses
 
of the
 
Plan
Administrator and his or her delegates for services under this Plan shall be paid by
the
 
Company.
 
None
 
of
 
the
 
Plan
 
Administrator
 
or
 
his
 
or
 
her
 
delegates
 
shall
 
be
liable
 
for
 
any
 
act
 
or
 
omission
 
on
 
his
 
or
 
her
 
own
 
part
 
excepting
 
his
 
or
 
her
 
own
willful
 
misconduct.
 
Without
 
limiting
 
the
 
generality
 
of
 
the
 
foregoing,
 
any
 
such
decision
 
or
 
action
 
taken
 
by
 
the
 
Plan
 
Administrator
 
or
 
his
 
or
 
her
 
delegates
 
in
reliance
 
upon
 
any
 
information
 
supplied
 
by
 
an
 
officer
 
of
 
the
 
Company,
 
the
Company's
 
legal
 
counsel,
 
or
 
the
 
Company's
 
independent
 
accountants
 
in
connection
 
with
 
the
 
administration
 
of
 
this
 
Plan
 
shall
 
be
 
deemed
 
to
 
have
 
been
taken in good faith.
(b)
 
Any
 
claim
 
for
 
benefits
 
hereunder
 
shall
 
be
 
presented
 
in
 
writing
 
to
 
the
 
Plan
Administrator
 
for
 
consideration,
 
grant,
 
or
 
denial.
 
In
 
the
 
event
 
that
 
a
 
claim
 
is
denied in
 
whole or
 
in part
 
by the
 
Plan Administrator,
 
the claimant,
 
within ninety
days
 
of
 
receipt
 
of
 
said
 
claim
 
by
 
the
 
Plan
 
Administrator,
 
shall
 
receive
 
written
notice of denial.
 
Such notice shall contain:
(1)
 
A statement of the specific reason or reasons for the denial;
(2)
 
Specific
 
references
 
to
 
the
 
pertinent
 
provisions
 
hereunder
 
on
 
which
 
such
denial is based;
(3)
 
A
 
description
 
of
 
any
 
additional
 
material
 
or
 
information
 
necessary
 
to
perfect the
 
claim and
 
an explanation
 
of why
 
such material
 
or information
is necessary; and
(4)
 
An
 
explanation
 
of
 
the
 
following
 
claims
 
review
 
procedure
 
set
 
forth
 
in
paragraph (c) below.
(c)
 
 
Any claimant
 
who
 
feels that
 
a claim
 
has been
 
improperly
 
denied
 
in whole
 
or in
part
 
by
 
the
 
Plan
 
Administrator
 
may
 
request
 
a
 
review
 
of
 
the
 
denial
 
by
 
making
written application to
 
the Trustee.
 
The claimant shall
 
have the right
 
to review
 
all
pertinent
 
documents
 
relating
 
to
 
the
 
claim
 
and
 
to
 
submit
 
issues
 
and
 
comments
 
in
 
Exhibit 10.11.1
 
13
 
writing
 
to
 
the
 
Trustee.
 
Any
 
person
 
filing
 
an
 
appeal
 
from
 
the
 
denial
 
of
 
a
 
claim
must
 
do
 
so
 
in
 
writing
 
within
 
sixty
 
days
 
after
 
receipt
 
of
 
written
 
notice
 
of
 
denial.
 
The
 
Trustee
 
shall
 
render
 
a
 
decision
 
regarding
 
the
 
claim
 
within
 
sixty
 
days
 
after
receipt of
 
a request
 
for review,
 
unless special
 
circumstances require
 
an extension
of
 
time
 
for
 
processing,
 
in
 
which
 
case
 
a
 
decision
 
shall
 
be
 
rendered
 
within
 
a
reasonable time, but not later than 120
 
days after receipt of the request for
 
review.
 
The decision
 
of the
 
Trustee
 
shall be
 
in writing
 
and, in
 
the case
 
of the
 
denial of
 
a
claim in whole
 
or in part,
 
shall set forth
 
the same
 
information as is
 
required in an
initial notice of denial by the Plan
 
Administrator, other than an
 
explanation of this
claims
 
review procedure.
 
The
 
Trustee
 
shall
 
have absolute
 
discretion
 
in
 
carrying
out its responsibilities to make
 
its decision of an appeal,
 
including the authority to
interpret and construe the terms hereunder, and all interpretations, findings of fact,
and the decision of the Trustee
 
regarding the appeal shall be final, conclusive,
 
and
binding on all parties.
(d)
 
Compliance
 
with
 
the
 
procedures
 
described
 
in
 
paragraphs
 
(b)
 
and
 
(c)
 
shall
 
be
 
a
condition precedent to the filing of any
 
action to obtain any benefit or
 
enforce any
right
 
that
 
any
 
individual
 
may
 
claim
 
hereunder.
 
Notwithstanding
 
anything
 
to
 
the
contrary
 
in
 
this
 
Plan,
 
these
 
paragraphs
 
(b),
 
(c)
 
and
 
(d)
 
may
 
not
 
be
 
amended
without
 
the
 
written
 
consent
 
of
 
a
 
seventy-five
 
percent
 
(75%)
 
majority
 
of
Participants
 
and
 
Beneficiaries
 
and
 
such
 
paragraphs
 
shall
 
survive
 
the
 
termination
of this Plan until all benefits accrued hereunder have been paid.
 
Section 8.
 
Rights of Employees and Participants.
 
 
Nothing
 
contained in
 
the
 
Plan
 
(or
 
in
 
any
 
other
 
documents
 
related
 
to
 
this
 
Plan
 
or
 
to
 
any
Benefit)
 
shall
 
confer
 
upon
 
any
 
Employee
 
or
 
Participant
 
any
 
right
 
to
 
continue
 
in
 
the
employ
 
or
 
other
 
service
 
of
 
the
 
Company
 
or
 
any
 
member
 
of
 
the
 
Affiliated
 
Group
 
or
constitute
 
any
 
contract or
 
limit
 
in any
 
way
 
the
 
right
 
of
 
the
 
Company
 
or
 
any
 
member
 
of
the Affiliat
 
ed
 
Group to
 
change such
 
person's
 
compensation
 
or other
 
benefits
 
or position
or to terminate the employment of such person with or without cause.
 
 
 
 
Exhibit 10.11.1
 
14
 
Section 9.
 
Awards in Foreign
 
Countries.
 
 
The
 
Board
 
or
 
its
 
delegate
 
shall
 
have
 
the
 
authority
 
to
 
adopt
 
such
 
modifications,
procedures, and
 
subplans as
 
may be
 
necessary or
 
desirable to
 
comply with
 
provisions of
the
 
laws
 
of
 
foreign
 
countries
 
in
 
which
 
the
 
Company
 
or
 
Participating
 
Subsidiaries
 
may
operate to
 
assure the
 
viability of
 
the Benefits
 
of Participants
 
employed in
 
such countries
and to meet the purpose of this Plan.
 
 
Section 10.
 
Amendment and Termination.
 
 
The Board reserves
 
the right
 
to amend this
 
Plan from time
 
to time,
 
to terminate this
 
Plan
entirely
 
at
 
any
 
time,
 
and
 
to
 
delegate
 
such
 
authority
 
as
 
the
 
Board
 
deems
 
necessary
 
or
desirable;
 
provided,
 
however,
 
that
 
no
 
amendment
 
may
 
affect
 
the
 
balance
 
in
 
a
Participant’s
 
account
 
on
 
the
 
effective
 
date
 
of
 
the
 
amendment;
 
and
 
further
 
provided,
 
the
Company shall remain
 
liable for any
 
Benefits accrued under
 
this Plan prior
 
to the date
 
of
amendment or termination.
 
Section 11.
 
Method of Providing Payments.
 
 
(a)
 
Nonsegregation.
 
Amounts
 
deferred
 
pursuant
 
to
 
this
 
Plan
 
and
 
the
 
crediting
 
of
amounts to
 
a Participant’s
 
accounts shall
 
represent
 
the Company’s
 
unfunded and
unsecured
 
promise
 
to
 
pay
 
compensation
 
in
 
the
 
future.
 
With
 
respect
 
to
 
said
amounts, the relationship of
 
the Company and a
 
Participant shall be that
 
of debtor
and
 
general
 
unsecured
 
creditor.
 
While
 
the
 
Company
 
may
 
make
 
investments
 
for
the
 
purpose
 
of
 
measuring
 
and
 
meeting
 
its
 
obligations
 
under
 
this
 
Plan
 
such
investments shall remain the sole property of the
 
Company subject to claims of its
creditors generally,
 
and shall
 
not be deemed
 
to form or
 
be included in
 
any part of
the Participant’s accounts.
(b)
 
Funding.
 
It is
 
the intention
 
of the
 
Company that
 
this
 
Plan shall
 
be unfunded
 
for
federal tax
 
purposes and
 
for purposes
 
of Title
 
I of
 
ERISA.
 
All amounts
 
payable
under this
 
Plan
 
shall
 
be paid
 
solely
 
from
 
the
 
general assets
 
of
 
the
 
Company
 
and
 
Exhibit 10.11.1
 
15
 
any
 
rights
 
accruing
 
to
 
a
 
Participant
 
under
 
this
 
Plan
 
shall
 
be
 
those
 
of
 
a
 
general
creditor; provided, however,
 
that the Company
 
may establish one
 
or more grantor
trusts to
 
satisfy part
 
or all
 
of the
 
Company's Plan
 
payment obligations
 
so long
 
as
this
 
Plan
 
remains
 
unfunded
 
for
 
purposes
 
of
 
sections
 
201(2),
 
301(a)(3),
 
and
401(a)(1) of ERISA.
 
Section 12.
 
Miscellaneous Provisions.
 
 
(a)
 
Except
 
as
 
otherwise
 
provided
 
herein,
 
the
 
Plan
 
shall
 
be
 
binding
 
upon
 
the
Company,
 
its successors and
 
assigns, including but
 
not limited to
 
any corporation
which may acquire all or
 
substantially all of the Company's
 
assets and business or
with or into which the Company may be consolidated or merged.
(b)
 
This Plan
 
shall be
 
construed, regulated,
 
and administered
 
in accordance
 
with
 
the
laws of the State of Texas
 
except to the extent that said laws have been preempted
by
 
the
 
laws
 
of
 
the
 
United
 
States.
 
The
 
forum
 
and
 
venue
 
for
 
any
 
suit
 
brought
regarding any claim under this Plan shall be in Harris County, Texas.
(c)
 
If
 
any
 
provision
 
of
 
this
 
Plan
 
shall
 
be
 
held
 
illegal
 
or
 
invalid
 
for
 
any
 
reason,
 
said
illegality
 
or
 
invalidity
 
shall
 
not
 
affect
 
the
 
remaining
 
provisions
 
hereof;
 
instead,
each
 
provision
 
shall
 
be
 
fully
 
severable,
 
and
 
this
 
Plan
 
shall
 
be
 
construed
 
and
enforced as if said illegal or invalid provision had never been included herein.
(d)
 
For
 
purposes
 
of
 
this
 
Plan,
 
electronic
 
communications
 
and
 
signatures
 
shall
 
be
considered to be
 
in writing if
 
made in conformity
 
with procedures which
 
the Plan
Administrator may adopt from time to time.
(e)
 
The
 
Plan
 
Administrator,
 
in
 
its
 
sole
 
discretion,
 
may
 
direct
 
that
 
a
 
payment
 
to
 
be
made
 
to
 
an
 
incompetent
 
or
 
disabled
 
person,
 
whether
 
because
 
of
 
minority
 
or
mental
 
or
 
physical
 
disability,
 
instead
 
be
 
made
 
to
 
the
 
guardian
 
or
 
legal
representative
 
of
 
such
 
person
 
or
 
to
 
the
 
person
 
having
 
custody
 
of
 
such
 
person
(unless prior
 
claim therefor
 
shall have
 
been made
 
by a
 
duly qualified
 
guardian or
other
 
legal
 
representative),
 
without
 
further
 
liability
 
either
 
on
 
the
 
part
 
of
 
the
Company
 
or
 
a
 
Participating
 
Subsidiary
 
or
 
the
 
Plan
 
for
 
the
 
amount
 
of
 
such
payment
 
to
 
the
 
person
 
on
 
whose
 
benefit
 
such
 
payment
 
is
 
made.
 
Any
 
payment
made
 
in
 
accordance
 
with
 
the
 
provisions
 
of
 
this
 
provision
 
shall
 
be
 
a
 
complete
 
Exhibit 10.11.1
 
16
 
discharge
 
of
 
any
 
liability
 
of
 
the
 
Company,
 
its
 
Subsidiaries,
 
and
 
this
 
Plan
 
with
respect to the Benefits so paid.
(f)
 
Payment
 
of
 
Plan
 
Benefits
 
may
 
be
 
subject
 
to
 
administrative
 
or
 
other
 
delays
 
that
result
 
in
 
payment
 
to
 
the
 
Participant
 
or
 
his
 
beneficiaries
 
on
 
a
 
date
 
later
 
than
 
the
date
 
specified
 
in
 
this
 
Plan
 
or
 
the
 
Participant's
 
Election
 
Form.
 
No
 
Participant
 
or
Beneficiary
 
shall
 
be
 
entitled
 
to
 
any
 
additional
 
earnings
 
or
 
interest
 
in
 
respect
 
of
any such payment delays, nor shall any Participant or Beneficiary be provided any
election with respect to the timing of any delayed payment.
(g)
 
If
 
all
 
or
 
any
 
part
 
of
 
any
 
Participant's
 
or
 
Beneficiary's
 
Benefit
 
hereunder
 
shall
become subject to any estate, inheritance, income, employment
 
or other tax which
the
 
Company
 
shall
 
be
 
required
 
to
 
pay
 
or
 
withhold,
 
the
 
Company
 
shall
 
have
 
the
full power
 
and authority
 
to withhold
 
and pay
 
such tax
 
out of
 
any monies
 
or other
property
 
held
 
for
 
the
 
account
 
of
 
the
 
Participant
 
or
 
Beneficiary
 
whose
 
interests
hereunder
 
are
 
so
 
affected
 
(including,
 
without
 
limitation,
 
by
 
reducing
 
and
offsetting the Participant's or
 
Beneficiary's account balance).
 
Prior to making any
payment,
 
the
 
Company
 
may
 
require
 
such
 
releases
 
or
 
other
 
documents
 
from
 
any
lawful taxing authority as it shall deem necessary or desirable.
(h)
 
No
 
amount
 
accrued
 
or
 
payable
 
hereunder
 
shall
 
be
 
deemed
 
to
 
be
 
a
 
portion
 
of
 
an
Employee's
 
compensation
 
or
 
earnings
 
for
 
the
 
purpose
 
of
 
any
 
other
 
employee
benefit
 
plan
 
adopted
 
or
 
maintained
 
by
 
the
 
Company,
 
nor
 
shall
 
this
 
Plan
 
be
deemed to amend or modify the provisions of the CPSP.
(i)
 
It is
 
the intention
 
of the
 
Company that,
 
so long
 
as any
 
of ConocoPhillips’
 
equity
securities
 
are
 
registered
 
pursuant
 
to
 
section
 
12(b)
 
or
 
12(g)
 
of
 
the
 
Securities
Exchange Act
 
of 1934,
 
this Plan
 
shall be
 
operated in
 
compliance with
 
16(b) and,
if any Plan provision or transaction is found not to comply with
 
section 16(b), that
provision
 
or
 
transaction,
 
as
 
the
 
case
 
may
 
be,
 
shall
 
be
 
deemed
 
null
 
and
 
void
ab
initio
.
 
Notwithstanding anything
 
in the
 
Plan to
 
the contrary,
 
the Company,
 
in its
absolute discretion,
 
may bifurcate
 
the Plan
 
so as
 
to restrict,
 
limit or
 
condition the
use
 
of
 
any
 
provision
 
of
 
the
 
Plan
 
to
 
Participants
 
who
 
are
 
officers
 
and
 
directors
subject
 
to
 
section
 
16(b)
 
without
 
so
 
restricting,
 
limiting
 
or
 
conditioning
 
the
 
Plan
with respect to other Participants.
(j)
 
This Frozen Plan was frozen effective as
 
of December 31, 2004, and was replaced
 
Exhibit 10.11.1
 
17
 
by
 
the
 
Ongoing
 
Plan.
 
The
 
distribution
 
of
 
amounts
 
that
 
were
 
earned
 
and
 
vested
(within
 
the
 
meaning
 
of
 
Code
 
section
 
409A
 
and
 
official
 
guidance
 
issued
thereunder) under the Frozen Plan
 
prior to January 1,
 
2005 (and earnings thereon)
are
 
exempt
 
from
 
the
 
requirements
 
of
 
Code
 
section
 
409A
 
shall
 
be
 
made
 
in
accordance with the terms of the Frozen Plan.
(k)
 
This Plan
 
was previously
 
restated and
 
amended on
 
December 29,
 
2005, effective
as
 
of
 
January
 
1,
 
2005.
 
Effective
 
at
 
that
 
time,
 
this
 
Plan
 
assumed
 
the
 
Other
Obligations
 
and
 
any
 
other
 
obligations,
 
claims,
 
benefits,
 
rights,
 
and
 
duties
 
as
 
set
forth
 
in
 
the
 
Amendment
 
to
 
and
 
Merger
 
of
 
Amended
 
and
 
Restated
 
Conoco
 
Inc.
Salary
 
Deferral
 
&
 
Savings
 
Restoration
 
Plan
 
into
 
Key
 
Employee
 
Deferred
Compensation
 
Plan
 
of
 
ConocoPhillips
 
and
 
Defined
 
Contribution
 
Make-Up
 
Plan
of
 
ConocoPhillips,
 
pursuant
 
to
 
which
 
a
 
portion
 
of
 
the
 
Amended
 
and
 
Restated
Conoco
 
Inc.
 
Salary
 
Deferral
 
&
 
Savings
 
Restoration
 
Plan
 
was
 
merged
 
into
 
this
Plan
 
effective
 
October
 
3,
 
2003.
 
Such
 
Other
 
Obligations
 
shall
 
be
 
deemed
 
to
 
be
part
 
of
 
the
 
Supplemental
 
Thrift
 
Benefit
 
Feature
 
account
 
of
 
each
 
affected
Participant
 
and
 
book
 
entries
 
made
 
in
 
accordance
 
with
 
the
 
investment
 
directions
for each affected Participant at such time.
(l)
 
At the Effective
 
Time, certain
 
active employees of
 
Phillips 66 and
 
members of its
controlled
 
group
 
ceased
 
to
 
participate
 
in
 
the
 
Plan,
 
and
 
the
 
liabilities,
 
including
liabilities related to
 
benefits grandfathered from Code
 
section 409A (
i.e.
, amounts
deferred
 
and
 
vested
 
prior
 
to
 
January
 
1,
 
2005),
 
for
 
these
 
participant's
 
benefits
under the Plan were transferred to the members of the Phillips 66 controlled group
and
 
continued
 
as
 
the
 
Phillips
 
66
 
Defined
 
Contribution
 
Make-Up
 
Plan.
 
ConocoPhillips
 
distributed its
 
interest
 
in
 
Phillips
 
66
 
to
 
its
 
shareholders
 
as
 
of
 
the
Distribution.
 
Notwithstanding Section
 
10 of
 
this Plan,
 
on and
 
after the
 
Effective
Time,
 
the Company,
 
ConocoPhillips, other
 
members of
 
the Controlled
 
Group (as
determined after
 
the Distribution),
 
the Plan,
 
any directors,
 
officers,
 
or employees
of
 
any
 
member
 
of
 
the
 
Controlled
 
Group
 
(as
 
determined
 
after
 
the
 
Distribution),
and
 
any
 
successors
 
thereto,
 
shall
 
have
 
no
 
further
 
obligation
 
or
 
liability
 
to,
 
or
 
on
behalf
 
of,
 
any
 
such
 
participant
 
with
 
respect
 
to
 
any
 
benefit,
 
amount,
 
or
 
right
transferred to or due under the Phillips 66 Defined Contribution Make-Up Plan.
Further, as of the
 
Distribution, any Phillips 66 common
 
stock ("Phillips 66
 
Exhibit 10.11.1
 
18
 
Stock")
 
held
 
in
 
the
 
Company
 
Stock
 
Fund
 
shall
 
be
 
transferred
 
to
 
a
 
separate
Investment
 
Option
 
under
 
this
 
Plan
 
that
 
is
 
accounted
 
for
 
as
 
if
 
investments
 
were
made
 
in
 
Phillips
 
66
 
Stock,
 
although
 
no
 
such
 
actual
 
investments
 
need
 
be
 
made,
with
 
accounting
 
entries
 
being
 
sufficient
 
therefor.
 
Investments
 
in
 
the
 
Phillips
 
66
Stock
 
fund
 
will
 
be
 
determined
 
as
 
of
 
the
 
Distribution.
 
On
 
and
 
after
 
the
Distribution, a
 
Participant will
 
be allowed
 
to hold
 
or liquidate
 
his or
 
her deemed
investment in Phillips
 
66 Stock.
 
No additional deemed investments
 
in Phillips 66
Stock will be allowed to be elected.
 
Section 13.
 
Effective Date of the Restated Plan.
 
 
Title
 
I of
 
the Defined
 
Contribution Make-Up
 
Plan of
 
ConocoPhillips is
 
hereby amended
and restated as set forth in
 
this 2020 Amendment and Restatement
 
effective as of January
1, 2020.
 
 
Executed this ____ day of December 2019, by a duly authorized officer of the Company.
 
 
 
 
______________________________
Heather G. Sirdashney
Vice President, Human Resources
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
DCMP Title I 2020 Restatement
 
12-19-2019
 
 
EX-10.11.2 5 d875559dex10112.htm EX-10.11.2 EX-10.11.2
 
Exhibit 10.11.2
 
1
 
DEFINED CONTRIBUTION MAKE-UP PLAN
OF
CONOCOPHILLIPS
TITLE II
(Effective for benefits earned or vested after
 
December 31, 2004)
2020 AMENDMENT AND RESTATEMENT
 
The
 
Defined
 
Contribution
 
Make-Up
 
Plan
 
of
 
ConocoPhillips,
 
Title
 
II
 
(the
 
“Ongoing
Plan”),
 
is
 
hereby
 
amended
 
and
 
restated
 
effective
 
as
 
of
 
January
 
1,
 
2020
 
(except
 
where
another date is specified herein with regard to a particular provision).
 
Immediately
 
prior
 
to
 
effectiveness
 
of
 
this
 
2020
 
Amendment
 
and
 
Restatement,
 
the
Ongoing
 
Plan
 
was
 
and
 
remains
 
subject
 
to
 
the
 
2012
 
Restatement
 
of
 
the
 
Defined
Contribution
 
Make-Up
 
Plan
 
of
 
ConocoPhillips,
 
Title
 
II,
 
which
 
was
 
effective
 
as
 
of
 
the
"Effective
 
Time"
 
defined
 
in
 
the
 
Employee
 
Matters
 
Agreement
 
by
 
and
 
between
ConocoPhillips
 
and
 
Phillips
 
66
 
(the
 
"Effective
 
Time"),
 
together
 
with
 
the
 
First
Amendment
 
to
 
Title
 
II
 
of
 
the
 
Defined
 
Contribution
 
Make-Up
 
Plan
 
of
 
ConocoPhillips
(2012 Restatement),
 
effective January
 
1, 2013,
 
the Second
 
Amendment to
 
Title
 
II of
 
the
Defined
 
Contribution
 
Make-Up
 
Plan
 
of
 
ConocoPhillips
 
(2012
 
Restatement),
 
effective
January 1, 2016, and the
 
Third Amendment to Title
 
II of the Defined Contribution
 
Make-
Up Plan of ConocoPhillips (2012 Restatement), effective October 30, 2019.
 
Preamble
 
The purpose of this Plan is to attract and retain key
 
employees by providing supplemental
benefits for those Eligible Employees
 
whose benefits under the CPSP
 
might otherwise be
affected
 
by
 
Pay
 
Limitations
 
or
 
by
 
a
 
voluntary
 
reduction
 
in
 
salary
 
under
 
provisions
 
of
KEDCP.
 
The Defined Contribution Make-Up Plan of ConocoPhillips is intended to provide certain
specified
 
benefits
 
to
 
Eligible
 
Employees
 
whose
 
benefits
 
under
 
the
 
ConocoPhillips
 
Exhibit 10.11.2
 
2
 
Savings Plan might otherwise be limited.
 
Title I of the
 
Plan, sometimes referred to as
 
the
Frozen
 
Plan,
 
is
 
effective
 
with
 
regard
 
to
 
benefits
 
earned
 
and
 
vested
 
prior
 
to
 
January
 
1,
2005, while
 
Title
 
II of
 
the
 
Plan,
 
sometimes referred
 
to as
 
the Ongoing
 
Plan,
 
is effective
with regard
 
to benefits
 
earned or
 
vested
 
after December
 
31, 2004.
 
Earnings,
 
gains, and
losses
 
shall
 
be
 
allocated
 
to
 
the
 
Title
 
of
 
the
 
Plan
 
to
 
which
 
the
 
underlying
 
obligations
giving rise to them are allocated.
 
The Ongoing
 
Plan is
 
intended (1)
 
to comply
 
with Code
 
section 409A,
 
as enacted
 
as part
of the
 
American Jobs
 
Creation Act
 
of 2004,
 
and official
 
guidance issued
 
thereunder,
 
and
(2) to
 
be “a
 
plan which
 
is unfunded
 
and is
 
maintained by
 
an employer
 
primarily
 
for the
purpose of
 
providing deferred
 
compensation for
 
a select
 
group of
 
management or
 
highly
compensated employees” within the meaning of sections
 
201(2), 301(a)(3), and 401(a)(1)
of ERISA.
 
Notwithstanding any other provision
 
of this Ongoing Plan,
 
this Ongoing Plan
shall
 
be
 
interpreted,
 
operated,
 
and
 
administered
 
in
 
a
 
manner
 
consistent
 
with
 
these
intentions.
 
Section 1.
 
Definitions.
 
 
For
 
purposes
 
of
 
the
 
Plan,
 
the
 
following
 
terms,
 
as
 
used
 
herein,
 
shall
 
have
 
the
 
meaning
specified:
(a)
 
 
“Allocation
 
Ratio”
 
shall
 
mean
 
the
 
ratio
 
determined
 
by
 
dividing
 
(i)
 
an
 
amount
equal
 
to
 
the
 
total
 
value
 
of
 
the
 
unallocated
 
shares
 
of
 
Stock
 
allocated
 
to
 
Stock
Savings
 
Feature
 
participants
 
and
 
beneficiaries
 
as
 
of
 
a
 
Stock
 
Savings
 
Feature
Semiannual
 
Allocation
 
Date
 
or
 
Supplemental
 
Allocation
 
Date
 
(as
 
defined
 
in
 
the
CPSP)
 
by
 
(ii)
 
an
 
amount
 
equal
 
to
 
the
 
total
 
net
 
Stock
 
Savings
 
Feature
 
employee
deposits
 
used
 
in
 
the
 
calculation
 
of
 
the
 
Stock
 
Savings
 
Feature
 
Semiannual
Allocation or Supplemental Allocation (as defined in the CPSP).
(b)
 
“Beneficiary”
 
shall
 
mean
 
a
 
person
 
or
 
persons
 
or
 
the
 
trustee
 
of
 
a
 
trust
 
for
 
the
benefit
 
of
 
a
 
person
 
designated
 
by
 
a
 
Participant
 
to
 
receive,
 
in
 
the
 
event
 
of
 
death,
any
 
unpaid
 
portion
 
of
 
a
 
Participant's
 
Benefits
 
from
 
this
 
Plan,
 
as
 
provided
 
in
Section 5.3.
 
 
Exhibit 10.11.2
 
3
 
(c)
 
“Benefit”
 
shall
 
mean
 
an
 
obligation
 
of
 
the
 
Company
 
to
 
pay
 
amounts
 
from
 
the
Ongoing Plan.
(d)
 
“Board”
shall
 
mean
 
the
 
Board
 
of
 
Directors
 
of
 
the
 
Company,
 
as
 
it
 
may
 
be
comprised from time to time.
(e)
 
“Code”
 
shall mean the
 
Internal Revenue Code
 
of 1986,
 
as amended from
 
time to
time, or any successor statute.
(f)
 
“Committee”
 
shall mean the Nonqualified Plans Benefit
 
Committee as appointed
from
 
time
 
to
 
time
 
by
 
the
 
Board;
 
provided,
 
however,
 
that
 
until
 
a
 
successor
 
is
appointed by
 
the Board,
 
the individual
 
serving as
 
the Company’s
 
Vice
 
President
with responsibility over human resources shall be sole member of the Committee.
(g)
 
“Company”
 
shall
 
mean
 
ConocoPhillips
 
Company,
 
a
 
Delaware
 
corporation,
 
or
any successor corporation.
 
The Company is a subsidiary of ConocoPhillips.
(h)
 
“Company Stock Fund”
 
shall mean an Investment
 
Option under this Plan
 
that is
accounted for as if
 
investments were made
 
in the common
 
stock, $0.01 par
 
value,
of
 
ConocoPhillips,
 
although
 
no
 
such
 
actual
 
investments
 
need
 
be
 
made,
 
with
accounting entries being sufficient therefor.
(i)
 
“ConocoPhillips”
 
shall
 
mean
 
ConocoPhillips,
 
a
 
Delaware
 
corporation,
 
or
 
any
successor
 
corporation.
 
ConocoPhillips
 
is
 
a
 
publicly
 
held
 
corporation
 
and
 
the
parent of the Company.
(j)
 
“Controlled Group”
 
shall mean ConocoPhillips and its Subsidiaries.
(k)
 
“CPSP”
shall mean the ConocoPhillips Savings Plan.
(l)
 
“CPSP Pay”
 
shall mean
"
Pay
"
 
as defined in the CPSP.
(m)
 
“DCMP
 
Pay”
 
shall
 
mean
"
Pay
"
 
as
 
defined
 
in
 
the
 
CPSP
 
without
 
regard
 
to
 
Pay
Limitations or voluntary salary reduction under provisions of the KEDCP.
(n)
 
“Election
 
Form”
shall mean
 
a
 
written
 
form,
 
including
 
one
 
in
 
electronic
 
format,
provided by
 
the Plan
 
Administrator pursuant
 
to which
 
a Participant
 
may elect
 
the
time and form of payment of his or her Benefits.
(o)
 
“Eligible
 
Employee”
 
shall
 
mean
 
an
 
Employee
 
whose
 
DCMP
 
Pay
 
exceeds
 
the
amount
 
set
 
forth
 
in
 
Code
 
section 401(a)(17),
 
as
 
amended
 
from
 
time
 
to
 
time,
 
or
who
 
is
 
eligible
 
to
 
elect
 
a
 
voluntary
 
salary
 
reduction
 
under
 
the
 
provisions
 
of
 
the
KEDCP.
(p)
 
 
“Employee”
 
shall
 
mean
 
any
 
individual
 
who
 
is
 
a
 
salaried
 
employee
 
of
 
the
 
Exhibit 10.11.2
 
4
 
Company or any Participating Subsidiary.
(q)
 
“Employer Discretionary
 
Account”
 
shall have
 
the same
 
meaning as
 
set forth
 
in
the CPSP.
(r)
 
“Employer Discretionary
 
Contribution Account”
 
shall have the
 
same meaning
as set forth in the CPSP.
(s)
 
“Employer Matching
 
Account”
shall have
 
the same
 
meaning as
 
set forth
 
in the
CPSP.
(t)
 
“Employer
 
Matching
 
Contribution
 
Account”
shall
 
have
 
the
 
same
 
meaning
 
as
set forth in the CPSP.
(u)
 
“ERISA”
shall mean
 
the Employee
 
Retirement Income
 
Security Act
 
of 1974,
 
as
amended from time to time, or any successor statute.
(v)
 
“Frozen
 
Plan”
 
shall mean
 
Title
 
I of
 
the Defined
 
Contribution
 
Make-Up Plan
 
of
ConocoPhillips.
(w)
 
“Investment
 
Options”
 
shall
 
mean
 
the
 
investment
 
options,
 
as
 
determined
 
from
time to
 
time by
 
the Plan
 
Administrator,
 
used to
 
credit earnings,
 
gains, and
 
losses
on Supplemental Thrift Feature Account and
 
Supplemental Stock Savings Feature
Account balances.
(x)
 
“KEDCP”
 
shall
 
mean
 
the
 
Key
 
Employee
 
Deferred
 
Compensation
 
Plan
 
of
ConocoPhillips
 
or
 
any
 
similar
 
or
 
successor
 
plan
 
maintained
 
by
 
a
 
member
 
of
 
the
Controlled Group.
(y)
 
“Ongoing
 
Plan”
shall mean
 
Title
 
II
 
of
 
the
 
Defined
 
Contribution
 
Make-Up
 
Plan
of ConocoPhillips.
(z)
 
“Participant”
 
shall
 
mean
 
an
 
Eligible
 
Employee
 
who
 
is
 
eligible
 
to
 
receive
 
a
Benefit from
 
this
 
Plan as
 
a result
 
of being
 
an Eligible
 
Employee and
 
any
 
person
for
 
whom
 
a
 
Supplemental
 
Thrift
 
Feature
 
Account
 
and/or
 
a
 
Supplemental
 
Stock
Savings Feature Account is maintained.
(aa)
 
“Participating Subsidiary”
 
shall mean a Subsidiary which has adopted the CPSP
and of which one
 
or more Employees are
 
Participants eligible to make
 
deposits to
the CPSP or are eligible for Benefits pursuant to this Plan.
(bb)
 
“Pay
 
Limitations”
 
shall
 
mean
 
the
 
compensation
 
limitations
 
applicable
 
to
 
the
CPSP that are set forth in Code section 401(a)(17), as adjusted.
(cc)
 
“Plan”
shall
 
mean
 
the
 
Defined
 
Contribution
 
Make-Up
 
Plan
 
of
 
ConocoPhillips.
 
 
Exhibit 10.11.2
 
5
 
The Plan is sponsored and maintained by the Company.
(dd)
 
“Plan Administrator”
shall mean the Committee.
(ee)
 
“Plan Year
 
shall mean January 1 through December 31.
(ff)
 
“Separation
 
from
 
Service”
 
shall
 
mean
 
the
 
date
 
on
 
which
 
the
 
Participant
 
has
 
a
“separation
 
from
 
service,”
 
within
 
the
 
meaning
 
of
 
Code
 
section
 
409A(a)(2)(A)(i)
and
 
section
 
1.409A-1(h)
 
of
 
the
 
Treasury
 
regulations,
 
with
 
the
 
controlled
 
group,
whether
 
by
 
reason
 
of
 
death,
 
disability,
 
retirement,
 
or
 
otherwise.
 
In
 
determining
Separation from Service, with regard to
 
a bona fide leave of absence that
 
is due to
any
 
medically
 
determinable
 
physical
 
or
 
mental
 
impairment
 
that
 
can
 
be
 
expected
to result in death or can be expected to last for a continuous period of not less than
six months,
 
where such impairment
 
causes the Employee
 
to be unable
 
to perform
the
 
duties
 
of
 
his
 
or
 
her
 
position
 
of
 
employment
 
or
 
any
 
substantially
 
similar
position
 
of
 
employment,
 
a
 
twenty-nine
 
(29)-month
 
period
 
of
 
absence
 
shall
 
be
substituted
 
for
 
the
 
six
 
(6)-month
 
period
 
set
 
forth
 
in
 
section
 
1.409A-1(h)(1)(i)
 
of
the Treasury regulations, as allowed thereunder.
(gg)
 
“Stock”
 
shall
 
mean
 
shares
 
of
 
common
 
stock,
 
$0.01
 
par
 
value,
 
issued
 
by
ConocoPhillips.
(hh)
 
“Stock Savings Feature”
 
shall mean the Stock Savings Feature of the CPSP.
(ii)
 
“Subsidiary”
shall mean any corporation
 
or other entity that
 
is treated as a
 
single
employer with
 
ConocoPhillips under
 
section 414(b)
 
, (c),
 
or (m)
 
of the
 
Code.
 
In
applying section
 
1563(a)(1), (2),
 
and (3)
 
of the
 
Code for
 
purposes of
 
determining
a
 
controlled
 
group
 
of
 
corporations
 
under
 
section
 
414(b)
 
and
 
for
 
purposes
 
of
determining
 
trades
 
or
 
businesses
 
(whether
 
or
 
not
 
incorporated)
 
under
 
common
control
 
under
 
regulation
 
section
 
1.414(c)-2
 
for
 
purposes
 
of
 
Code
 
section
 
414(c),
the
 
language
 
“at
 
least
 
80%”
 
shall
 
be
 
used
 
without
 
substitution
 
as
 
allowed
 
under
regulations pursuant to Code section 409A.
(jj)
 
“Supplemental
 
Stock
 
Savings
 
Contributions”
 
shall
 
mean
 
an
 
amount
 
equal
 
to
1% of the amount of
 
the Participant’s
 
DCMP Pay for a Plan
 
Year
 
that is in excess
of the Participant’s CPSP Pay for such Plan Year.
(kk)
 
“Supplemental
 
Stock
 
Savings
 
Feature
 
Account”
 
shall
 
mean
 
the
 
Plan
 
Benefit
account
 
of
 
a
 
Participant
 
that
 
reflects
 
the
 
portion
 
of
 
his
 
or
 
her
 
Benefit
 
that
 
is
intended to replace certain Stock Savings Feature benefits to which the Participant
 
Exhibit 10.11.2
 
6
 
might otherwise be entitled
 
but for the application
 
of the Pay Limitations
 
and/or a
voluntary salary reduction under the KEDCP.
(ll)
 
“Supplemental Thrift
 
Contributions”
 
shall mean
 
an amount
 
equal to
 
1.25% of
the amount of the
 
Participant’s DCMP
 
Pay for a Plan
 
Year
 
that is in excess
 
of the
Participant’s CPSP Pay for such Plan Year.
(mm)
 
“Supplemental Thrift Feature Account”
 
shall mean the Plan Benefit
 
account of
a Participant
 
which reflects
 
the portion
 
of his
 
or her
 
Benefit which
 
is intended
 
to
replace certain Thrift Feature benefits
 
to which the Participant
 
might otherwise be
entitled
 
but
 
for
 
the
 
application
 
of
 
the
 
Pay
 
Limitations
 
and/or
 
a
 
voluntary
 
salary
reduction under the KEDCP.
(nn)
 
“Thrift Feature”
 
shall mean the Thrift Feature of the CPSP.
(oo)
 
“Trustee”
 
shall mean the trustee of
 
the grantor trust established
 
for this Plan by a
trust agreement between the Company and the trustee, or any successor trustee.
(pp)
 
“Valuation
 
Date”
 
shall mean “Valuation
 
Date” as defined in the CPSP.
 
Section 2.
 
Eligibility.
 
 
Benefits may only be granted to Eligible Employees.
 
Section 3.
 
Supplemental Thrift Feature Account Benefits.
 
 
For
 
any
 
period
 
in
 
which
 
an
 
Eligible
 
Employee’s
 
DCMP
 
Pay
 
exceeds
 
his
 
or
 
her
 
CPSP
Pay,
 
a
 
Benefit
 
amount
 
shall
 
be
 
credited
 
to
 
an
 
Eligible
 
Employee’s
 
Supplemental
 
Thrift
Feature Account
 
for
 
the
 
Ongoing
 
Plan
 
no
 
later
 
than the
 
end
 
of
 
the
 
month
 
following
 
the
Valuation
 
Date
 
that
 
Company
 
contributions
 
are
 
made
 
either
 
to
 
the
 
Eligible
 
Employee’s
Employer
 
Matching
 
Contribution
 
Account
 
or
 
to
 
the
 
Eligible
 
Employee’s
 
Employer
Discretionary Contribution
 
Account, or
 
would have
 
been made
 
to either
 
such
 
account if
the
 
Eligible
 
Employee
 
had
 
received
 
Company
 
contributions
 
under
 
the
 
CPSP.
 
The
Benefit amount
 
so credited
 
shall equal
 
the percentage
 
set by
 
the CPSP
 
with regard
 
to an
Employer
 
Matching
 
Contribution
 
or
 
by
 
the
 
Company
 
with
 
regard
 
to
 
an
 
Employer
Discretionary
 
Contribution,
 
as
 
the
 
case
 
may
 
be,
 
multiplied
 
by
 
the
 
amount
 
by
 
which
 
the
Eligible
 
Employee’s
 
DCMP
 
Pay
 
for
 
the
 
period
 
for
 
which
 
the
 
Employer
 
Matching
 
Exhibit 10.11.2
 
7
 
Contribution or the Employer Discretionary Contribution, as the case may be, exceeds his
or her CPSP Pay for that period.
 
 
Section 3.1
 
Supplemental Thrift Feature Account Earnings
 
 
The
 
Company
 
shall
 
periodically
 
credit
 
earnings,
 
gains,
 
and
 
losses
 
to
 
a
 
Participant’s
Supplemental
 
Thrift
 
Feature
 
Account,
 
until
 
the
 
full
 
balance
 
of
 
such
 
Account
 
has
 
been
distributed.
 
Earnings, gains,
 
and losses
 
shall be
 
credited to
 
a Participant’s
 
Supplemental
Thrift
 
Feature
 
Account
 
under
 
this
 
Section
 
based
 
on
 
the
 
results
 
that
 
would
 
have
 
been
achieved had amounts credited to such Account been
 
invested as soon as practicable after
crediting
 
into
 
Investment
 
Options
 
selected
 
by
 
the
 
Participant.
 
The
 
Plan
 
Administrator
shall
 
specify
 
procedures
 
to
 
allow
 
Participants
 
to
 
make
 
elections
 
as
 
to
 
the
 
deemed
investment of
 
amounts newly
 
credited to
 
their Supplemental
 
Thrift Feature
 
Accounts, as
well
 
as
 
the
 
deemed
 
investment
 
of
 
amounts
 
previously
 
credited
 
to
 
their
 
Supplemental
Thrift Feature
 
Accounts.
 
Nothing in
 
this Section
 
or otherwise
 
in the
 
Plan, however,
 
will
require
 
the
 
Company
 
to
 
actually
 
invest
 
any
 
amounts
 
in
 
such
 
Investment
 
Options
 
or
otherwise.
 
Section 4.
 
Supplemental Stock Savings Feature Account Benefits.
 
 
For
 
each
 
month
 
in
 
which
 
a
 
Semiannual
 
or
 
Supplemental
 
Allocation
 
(as
 
defined
 
in
 
the
CPSP) is
 
made to
 
a Eligible
 
Employee’s
 
Stock Savings
 
Feature Account,
 
or would
 
have
been
 
made
 
to
 
such
 
account
 
if
 
the
 
Eligible
 
Employee
 
had
 
received
 
a
 
Semiannual
 
or
Supplemental
 
Allocation,
 
a
 
Benefit
 
amount
 
shall be
 
credited to
 
his
 
or
 
her Supplemental
Stock Savings Feature Account.
 
The Benefit amount to
 
be credited shall be
 
calculated in
shares
 
in
 
the
 
Company
 
Stock
 
Fund
 
of
 
this
 
Plan
 
and
 
shall
 
be
 
equal
 
to
 
(i)
 
the
 
Eligible
Employee's
 
Supplemental
 
Stock
 
Savings
 
Contributions
 
during
 
the
 
applicable Allocation
Period (as defined in the
 
CPSP) multiplied by the applicable Allocation
 
Ratio, divided by
(ii)
 
the
 
share
 
value
 
for
 
the
 
Company
 
Stock
 
Fund
 
of
 
the
 
CPSP
 
on
 
the
 
applicable
Allocation Date (as defined in
 
the CPSP).
 
This amount shall be credited no
 
later than the
end
 
of
 
the
 
month
 
following
 
the
 
Valuation
 
Date
 
that
 
a
 
Semiannual
 
Allocation
 
or
Supplemental
 
Allocation
 
is
 
made
 
under
 
the
 
Stock
 
Savings
 
Feature, or
 
would
 
have
 
been
 
Exhibit 10.11.2
 
8
 
made had the Eligible
 
Employee received such a
 
Semiannual Allocation or Supplemental
Allocation under the
 
Stock Savings Feature.
 
A share in
 
the Company Stock
 
Fund of this
Plan
 
shall
 
have
 
a
 
value
 
equivalent
 
to
 
a
 
share
 
in
 
the
 
Company
 
Stock
 
Fund
 
of
 
the
 
CPSP.
 
Notwithstanding the foregoing,
 
allocations under
 
this Section
 
4 shall
 
cease with
 
the final
allocation for the period ending December 31, 2012, made in January, 2013.
 
Section 4.1
 
Supplemental Stock Savings Feature Account Earnings
 
 
After
 
being
 
initially
 
invested
 
in
 
the
 
Company
 
Stock
 
Fund
 
account,
 
the
 
amounts
 
in
 
the
Participant’s
 
Supplemental Stock
 
Savings Feature
 
Account shall
 
thereafter be
 
eligible to
be
 
invested
 
in
 
Investment
 
Options
 
selected
 
by
 
the
 
Participant.
 
The
 
Company
 
shall
periodically
 
credit
 
earnings,
 
gains
 
and
 
losses
 
to
 
a
 
Participant’s
 
Supplemental
 
Stock
Savings
 
Feature
 
Account,
 
until
 
the
 
full
 
balance
 
of
 
such
 
Account
 
has
 
been
 
distributed.
 
Earnings,
 
gains,
 
and
 
losses
 
shall
 
be
 
credited
 
to
 
a
 
Participant’s
 
Supplemental
 
Stock
Savings
 
Feature
 
Account
 
under
 
this
 
Section
 
based
 
on
 
the
 
results
 
that
 
would
 
have
 
been
achieved had amounts credited to such Account been
 
invested as soon as practicable after
crediting into the Company Stock Fund of this Plan or the Investment Options selected by
the Participant.
 
The Plan
 
Administrator shall
 
specify procedures
 
to allow
 
Participants to
make
 
elections
 
as
 
to
 
the
 
deemed
 
investment
 
of
 
amounts
 
previously
 
credited
 
to
 
their
Supplemental
 
Stock
 
Savings Feature
 
Accounts.
 
Nothing
 
in
 
this
 
Section or
 
otherwise in
the Plan,
 
however,
 
will require
 
the Company
 
to actually
 
invest any
 
amounts in
 
Stock or
in such Investment Options or otherwise.
 
Section 5.
 
Payment.
 
 
In
 
the
 
absence
 
of
 
an
 
effective
 
election
 
under
 
Section
 
5.1
 
or
 
Section
 
5.2,
 
Benefits
 
that
 
a
Participant is
 
eligible to
 
receive under
 
the Ongoing
 
Plan (and
 
earnings, gains,
 
and losses
thereon) shall be
 
paid in
 
one lump sum
 
payment as of
 
the first calendar
 
quarter that is
 
(i)
with regard to elections
 
made before January 1,
 
2020, six (6)
 
months after the date
 
of the
Participant’s
 
Separation
 
from
 
Service
 
and
 
(ii)
 
with
 
regard
 
to
 
elections
 
made
 
after
December
 
31,
 
2019,
 
twelve
 
(12)
 
months
 
after
 
the
 
date
 
of
 
the
 
Participant’s
 
Separation
from Service.
 
Furthermore, in
 
the absence
 
of an
 
effective
 
election under
 
Section 5.1
 
or
 
Exhibit 10.11.2
 
9
 
Section 5.2, if
 
the Participant dies prior
 
to his or her
 
Separation from Service, or
 
after his
or
 
her
 
Separation
 
from
 
Service
 
but
 
prior
 
to
 
the
 
date
 
that
 
the
 
Benefits
 
which
 
the
Participant is
 
eligible to
 
receive under
 
the Ongoing
 
Plan (and
 
earnings, gains,
 
and losses
thereon)
 
commence
 
to
 
be
 
paid,
 
the
 
Benefits
 
that
 
the
 
Participant
 
is
 
eligible
 
to
 
receive
under
 
the
 
Ongoing
 
Plan
 
(and
 
earnings,
 
gains,
 
and
 
losses
 
thereon)
 
shall
 
be
 
paid
 
in
 
one
lump
 
sum
 
cash
 
payment
 
to
 
the
 
Participant’s
 
Beneficiary
 
or
 
Beneficiaries
 
as
 
soon
 
as
administratively practicable after the Participant’s death.
 
Section 5.1
 
Payment Election by Participant.
 
A Participant may elect on an Election Form delivered to the Plan
 
Administrator at a time
set by
 
the Plan
 
Administrator (which
 
shall be
 
prior to
 
the beginning
 
of the
 
Plan Year)
 
to
have the
 
amounts attributable
 
to Benefits
 
under the
 
Ongoing Plan
 
that are
 
credited to
 
his
or
 
her
 
Supplemental
 
Thrift
 
Feature
 
Account
 
(and
 
earnings,
 
gains,
 
and
 
losses
 
thereon)
with respect to
 
such Plan
 
Year
 
and the amounts
 
attributable to
 
Benefits credited to
 
his or
her
 
Supplemental
 
Stock
 
Savings
 
Feature
 
Account
 
(and
 
earnings,
 
gains,
 
and
 
losses
thereon) with respect to such Plan Year
 
paid to the Participant in either:
 
(a)
 
one lump sum payment, or
(b)
 
annual, semi-annual,
 
or quarterly
 
installments, using
 
a declining
 
balance method,
over a period ranging from one to fifteen years.
 
A Participant may
 
elect to have
 
payments commence as
 
of the beginning
 
of any calendar
quarter that is at least
 
one year after the date of
 
the Participant’s
 
Separation from Service,
provided
 
that,
 
for
 
elections
 
after
 
December
 
31,
 
2019,
 
no
 
first
 
payment
 
shall
 
commence
later than
 
the 100
th
 
birthday of
 
the Participant.
 
In the
 
absence of
 
an election
 
on the
 
date
which
 
a
 
payment
 
is
 
to
 
commence,
 
it
 
shall
 
commence
 
as
 
of
 
the
 
beginning
 
of
 
the
 
first
calendar quarter
 
that is
 
(i) with
 
regard to
 
elections made
 
before January
 
1, 2020,
 
six (6)
months after
 
the date
 
of the
 
Participant’s
 
Separation from
 
Service and
 
(ii) with
 
regard to
elections
 
made
 
after
 
December
 
31,
 
2019,
 
twelve
 
(12)
 
months
 
after
 
the
 
date
 
of
 
the
Participant’s Separation from Service.
 
 
 
Exhibit 10.11.2
 
10
 
Section 5.2
 
Change in Time or Form of Payment.
 
A Participant may
 
make an election
 
to change the
 
time or form
 
of payment elected under
Section 5.1 or the payment to be made under Section
 
5, but only if the following rules are
satisfied:
 
(a)
 
The
 
election
 
to
 
change
 
the
 
time
 
or
 
form
 
of
 
payment
 
may
 
not
 
take
 
effect
 
until
 
at
least twelve months after the date on which such election is made;
(b)
 
Except for
 
a payment
 
made with
 
respect to
 
the death
 
of the
 
Participant, payment
under such election
 
may not be
 
made earlier than
 
at least five
 
years from the
 
date
the payment would have otherwise been made or commenced;
 
(c)
 
Such payment may commence as of the beginning of any calendar quarter;
 
(d)
 
An
 
election
 
to
 
receive
 
payments
 
in
 
installments
 
shall
 
be
 
treated
 
as
 
a
 
single
payment for purposes of these rules;
(e)
 
The
 
election
 
may
 
not
 
result
 
in
 
an
 
impermissible
 
acceleration
 
of
 
payment
prohibited under Code section 409A;
(f)
 
No more than three (3) such elections shall be permitted; and
(g)
 
For changes made after December 31, 2019, no first payment may be scheduled to
commence after the 100
th
 
birthday of the Participant.
 
Section 5.3
 
Beneficiary Designation.
 
A Participant
 
may
 
designate
 
a
 
Beneficiary
 
or
 
Beneficiaries
 
to receive
 
the
 
entire
 
balance
of
 
the
 
Participant’s
 
Deferred
 
Compensation
 
Account
 
by
 
giving
 
signed
 
written
 
notice
 
of
such designation
 
to the
 
Plan Administrator
 
upon forms
 
supplied by
 
and delivered
 
to
 
the
Plan
 
Administrator
 
and
 
may
 
revoke
 
such
 
designations
 
in
 
writing;
 
provided,
 
that
 
writing
and
 
signing
 
may
 
be
 
done
 
by
 
any
 
electronic
 
means
 
approved
 
by
 
the
 
Plan
 
Administrator.
 
The
 
Participant
 
may
 
from
 
time
 
to
 
time
 
change
 
or
 
cancel
 
any
 
previous
 
beneficiary
designation
 
in
 
the
 
same
 
manner.
 
The
 
last
 
beneficiary
 
designation
 
received
 
by
 
the
 
Plan
Administrator shall
 
be controlling
 
over any
 
prior
 
designation and
 
over any
 
testamentary
or
 
other
 
disposition.
 
After
 
acceptance
 
by
 
the
 
Plan
 
Administrator
 
of
 
such
 
written
designation, it
 
shall take
 
effect as
 
of the
 
date on
 
which it
 
was signed
 
by the
 
Participant,
 
Exhibit 10.11.2
 
11
 
whether the
 
Participant is
 
living at
 
the time
 
of such
 
receipt, but
 
without prejudice
 
to the
Company
 
or
 
any
 
member
 
of
 
the
 
Controlled
 
Group
 
or
 
the
 
Plan
 
Administrator
 
or
 
their
respective employees and
 
agents on account of
 
any payment made
 
under this Plan
 
before
receipt
 
of
 
such
 
designation.
 
If
 
no
 
designation
 
of
 
a
 
Beneficiary
 
is
 
on
 
file
 
with
 
the
 
Plan
Administrator
 
at
 
the
 
time
 
of
 
the
 
death
 
of
 
the
 
Participant
 
or
 
such
 
designation
 
is
 
not
effective
 
for
 
any
 
reason
 
as
 
determined
 
by
 
the
 
Plan
 
Administrator,
 
then,
 
for
 
purposes
 
of
this
 
Plan,
 
“Beneficiary”
 
shall
 
mean,
 
and
 
such
 
Benefits
 
shall
 
be
 
paid
 
to,
 
(i)
 
the
Participant's
 
surviving
 
spouse
 
as
 
of
 
the
 
Participant's
 
date
 
of
 
death,
 
or
 
(ii)
 
if
 
there
 
is
 
no
surviving spouse as of the Participant's date of death, the Participant’s estate.
 
Section 5.4
 
Acceleration of Payment of Benefits.
 
Notwithstanding
 
any
 
other
 
provision
 
of
 
this
 
Plan
 
to
 
the
 
contrary,
 
except
 
as
 
provided
 
in
Section 12(g) and below,
 
in no event shall this
 
Plan permit the acceleration
 
of the time or
schedule
 
of
 
any
 
payment
 
or
 
distribution
 
under
 
this
 
Plan,
 
except
 
that
 
the
 
Plan
Administrator may
 
accelerate a payment
 
or distribution
 
under this
 
Plan to
 
comply with
 
a
certificate
 
of
 
divestiture,
 
as
 
provided
 
in
 
section
 
1.409A-3(j)(4)(iii)
 
of
 
the
 
Treasury
regulations.
 
Moreover,
 
if
 
a
 
portion
 
of
 
a
 
Participant's
 
Benefit
 
(and
 
earnings,
 
gains,
 
and
losses thereon)
 
is includible
 
in income
 
under Code
 
section 409A,
 
then such
 
portion shall
be
 
distributed
 
immediately
 
to
 
the
 
Participant
 
in
 
accordance
 
with
 
section
 
1.409A-
3(j)(4)(vii) of the Treasury regulations.
 
Section 6.
 
Nonassignability.
 
The
 
interest
 
of
 
a
 
Participant
 
or
 
his
 
Beneficiary
 
or
 
Beneficiaries
 
hereunder
 
may
 
not
 
be
sold,
 
transferred,
 
assigned,
 
or
 
encumbered
 
in
 
any
 
manner,
 
either
 
voluntarily
 
or
involuntarily,
 
and
 
any
 
attempt
 
so
 
to
 
anticipate,
 
alienate,
 
sell,
 
transfer,
 
assign,
 
pledge,
encumber, or
 
charge the
 
same shall be null
 
and void; neither
 
shall the Benefits
 
hereunder
be
 
liable
 
for
 
or
 
subject
 
to
 
the
 
debts,
 
contracts,
 
liabilities,
 
engagements,
 
or
 
torts
 
of
 
any
person
 
to
 
whom
 
such
 
Benefits
 
or
 
funds
 
are
 
payable,
 
nor
 
shall
 
they
 
be
 
an
 
asset
 
in
bankruptcy or subject to garnishment, attachment, or other legal or equitable proceedings.
 
 
Exhibit 10.11.2
 
12
 
Section 7.
 
Administration.
 
(a)
 
The
 
Plan
 
shall
 
be
 
administered
 
by
 
the
 
Plan
 
Administrator.
 
The
 
Plan
Administrator may
 
delegate to
 
employees of
 
the Company
 
or any
 
member of
 
the
Controlled
 
Group
 
the
 
authority
 
to
 
execute
 
and
 
deliver
 
such
 
instruments
 
and
documents,
 
to
 
do
 
all
 
such
 
acts
 
and
 
things,
 
and
 
to
 
take
 
such
 
other
 
steps
 
deemed
necessary,
 
advisable, or
 
convenient for
 
the effective
 
administration of
 
the Plan
 
in
accordance
 
with
 
its
 
terms
 
and
 
purpose,
 
except
 
that
 
the
 
Plan
 
Administrator
 
may
not
 
delegate
 
any
 
discretionary
 
authority
 
with
 
respect
 
to
 
substantive
 
decisions
 
or
functions regarding
 
the Plan
 
or Benefits
 
under the
 
Plan.
 
The Plan
 
Administrator
may designate
 
a third
 
party to
 
provide services
 
that
 
may include
 
record keeping,
Participant accounting, Participant communication, payment of installments
 
to the
Participant,
 
tax
 
reporting,
 
and
 
any
 
other
 
services
 
specified
 
in
 
an
 
agreement
 
with
such third
 
party.
 
The Plan
 
Administrator may
 
adopt such
 
rules, regulations,
 
and
forms
 
as
 
deemed
 
desirable
 
for
 
administration
 
of
 
the
 
Plan
 
and
 
shall
 
have
 
the
discretionary
 
authority
 
to
 
allocate
 
responsibilities
 
under
 
the
 
Plan
 
to
 
such
 
other
persons
 
as
 
may
 
be
 
designated.
 
The
 
Plan
 
Administrator
 
shall
 
have
 
absolute
discretion
 
in
 
carrying
 
out
 
its
 
responsibilities,
 
and
 
all
 
interpretations,
 
findings
 
of
fact
 
and
 
resolutions
 
described
 
herein
 
which
 
are
 
made
 
by
 
the
 
Plan
 
Administrator
shall be binding, final and conclusive on all parties.
(b)
 
The
 
Plan
 
Administrator
 
and
 
his
 
or
 
her
 
delegates
 
shall
 
serve
 
without
 
bond
 
and
without
 
compensation
 
for
 
services
 
under
 
this
 
Plan.
 
All
 
expenses
 
of
 
the
 
Plan
Administrator and his or her delegates for services under this Plan shall be paid by
the
 
Company.
 
None
 
of
 
the
 
Plan
 
Administrator
 
or
 
his
 
or
 
her
 
delegates
 
shall
 
be
liable
 
for
 
any
 
act
 
or
 
omission
 
on
 
his
 
or
 
her
 
own
 
part
 
excepting
 
his
 
or
 
her
 
own
willful
 
misconduct.
 
Without
 
limiting
 
the
 
generality
 
of
 
the
 
foregoing,
 
any
 
such
decision
 
or
 
action
 
taken
 
by
 
the
 
Plan
 
Administrator
 
or
 
his
 
or
 
her
 
delegates
 
in
reliance
 
upon
 
any
 
information
 
supplied
 
by
 
an
 
officer
 
of
 
the
 
Company,
 
the
Company's
 
legal
 
counsel,
 
or
 
the
 
Company's
 
independent
 
accountants
 
in
connection
 
with
 
the
 
administration
 
of
 
this
 
Plan
 
shall
 
be
 
deemed
 
to
 
have
 
been
taken in good faith.
 
Exhibit 10.11.2
 
13
 
 
Section 7.1
 
Claim for Benefits.
 
 
(a)
 
Any
 
claim
 
for
 
benefits
 
hereunder
 
shall
 
be
 
presented
 
in
 
writing
 
to
 
the
 
Plan
Administrator
 
for
 
consideration,
 
grant,
 
or
 
denial.
 
Claimants
 
will
 
be
 
notified
 
in
writing
 
of
 
approved
 
claims,
 
which
 
will
 
be
 
processed
 
as
 
claimed.
 
A
 
claim
 
is
considered
 
approved
 
only
 
if
 
its
 
approval
 
is
 
communicated
 
in
 
writing
 
to
 
a
claimant.
(b)
 
In the
 
case of
 
a denial
 
of a
 
claim respecting
 
benefits paid
 
or payable
 
with respect
to
 
a
 
Participant,
 
a
 
written
 
notice
 
will
 
be
 
furnished
 
to
 
the
 
claimant
 
within
 
ninety
(90) days of the date
 
on which the claim
 
is received by the
 
Plan Administrator.
 
If
special circumstances (such
 
as for a hearing)
 
require a longer period,
 
the claimant
will be notified in
 
writing, prior to the
 
expiration of the ninety
 
(90)-day period, of
the
 
reasons
 
for
 
an
 
extension
 
of
 
time;
 
provided,
 
however,
 
that
 
no
 
extensions
 
will
be permitted beyond ninety (90) days after the expiration of the initial ninety (90)-
day period.
 
A denial
 
or partial
 
denial of
 
a claim
 
will be
 
dated and
 
signed by
 
the
Plan Administrator and will clearly set forth:
(1)
 
the specific reason or reasons for the denial;
(2)
 
specific
 
reference
 
to
 
pertinent
 
Plan
 
provisions
 
on
 
which
 
the
 
denial
 
is
based;
(3)
 
a
 
description
 
of
 
any
 
additional
 
material
 
or
 
information
 
necessary
 
for
 
the
claimant to
 
perfect
 
the
 
claim
 
and an
 
explanation
 
of why
 
such
 
material
 
or
information is necessary; and
(4)
 
an
 
explanation
 
of
 
the
 
procedure
 
for
 
review
 
of
 
the
 
denied
 
or
 
partially
denied claim set forth below,
 
including the claimant’s
 
right to bring a civil
action
 
under
 
ERISA
 
section
 
502(a)
 
following
 
an
 
adverse
 
benefit
determination on review.
(c)
 
Upon
 
denial
 
of
 
a
 
claim,
 
in
 
whole
 
or
 
in
 
part,
 
a
 
claimant
 
or
 
his
 
duly
 
authorized
representative will
 
have the
 
right to
 
submit a
 
written request
 
to the
 
Trustee
 
for a
full and
 
fair
 
review of
 
the denied
 
claim by
 
filing
 
a written
 
notice
 
of
 
appeal
 
with
the Trustee
 
within sixty
 
(60) days
 
of the
 
receipt by
 
the claimant
 
of written
 
notice
of the denial
 
of the claim.
 
A claimant or
 
the claimant’s
 
authorized representative
 
Exhibit 10.11.2
 
14
 
will have, upon request and
 
free of charge, reasonable access
 
to, and copies of, all
documents,
 
records,
 
and
 
other
 
information
 
relevant
 
to
 
the
 
claimant’s
 
claim
 
for
benefits
 
and
 
may
 
submit
 
issues
 
and
 
comments
 
in
 
writing.
 
The
 
review
 
will
 
take
into
 
account all
 
comments,
 
documents,
 
records, and
 
other
 
information
 
submitted
by the
 
claimant relating
 
to the
 
claim, without
 
regard to
 
whether such
 
information
was
 
submitted
 
or
 
considered
 
in
 
the
 
initial
 
benefit
 
determination.
 
If the
 
claimant
fails to
 
file a
 
request for
 
review within
 
sixty
 
(60) days
 
of the
 
denial notification,
the claim
 
will be
 
deemed abandoned
 
and the
 
claimant precluded
 
from reasserting
it.
 
If
 
the
 
claimant
 
does
 
file
 
a
 
request
 
for
 
review,
 
his
 
request
 
must
 
include
 
a
description of
 
the issues
 
and evidence
 
he deems
 
relevant.
 
Failure to
 
raise issues
or present
 
evidence on
 
review will
 
preclude those
 
issues or
 
evidence from
 
being
presented in any subsequent proceeding or judicial review of the claim.
(d)
 
The
 
Trustee
 
will
 
provide
 
a
 
prompt
 
written
 
decision
 
on
 
review.
 
If
 
the
 
claim
 
is
denied on review, the decision shall set forth:
(1)
 
the specific reason or reasons for the adverse determination;
(2)
 
specific
 
reference
 
to
 
pertinent
 
Plan
 
provisions
 
on
 
which
 
the
 
adverse
determination is based;
(3)
 
a statement that the claimant is entitled to receive, upon request and free of
charge,
 
reasonable
 
access
 
to,
 
and
 
copies
 
of,
 
all
 
documents,
 
records,
 
and
other information relevant to the claimant’s claim for benefits; and
 
(4)
 
a
 
statement
 
describing
 
any
 
voluntary
 
appeal
 
procedures
 
offered
 
by
 
the
Plan
 
and
 
the
 
claimant’s
 
right
 
to
 
obtain
 
the
 
information
 
about
 
such
procedures, as well as a statement of the claimant’s
 
right to bring an action
under ERISA section 502(a).
(e)
 
A
 
decision
 
will
 
be
 
rendered
 
no
 
more
 
than
 
sixty
 
(60)
 
days
 
after
 
the
 
Trustee’s
receipt of
 
the request
 
for review,
 
except that
 
such period
 
may be
 
extended for
 
an
additional
 
sixty
 
(60)
 
days
 
if
 
the
 
Trustee
 
determines
 
that
 
special
 
circumstances
(such as for a hearing) require
 
such extension.
 
If an extension of time
 
is required,
written notice of
 
the extension
 
will be furnished
 
to the claimant
 
before the
 
end of
the initial sixty (60)-day period.
(f)
 
To
 
the extent permitted by
 
law, decisions
 
reached under the claims procedures
 
set
forth in
 
this
 
Section shall
 
be final
 
and
 
binding
 
on all
 
parties. No
 
legal action
 
for
 
Exhibit 10.11.2
 
15
 
benefits
 
under
 
the
 
Plan
 
shall
 
be
 
brought
 
unless
 
and
 
until
 
the
 
claimant
 
has
exhausted his
 
remedies under
 
this Section.
 
In any
 
such legal
 
action, the
 
claimant
may only
 
present evidence
 
and theories
 
which
 
the
 
claimant
 
presented during
 
the
claims
 
procedure.
 
Any
 
claims
 
which
 
the
 
claimant
 
does
 
not
 
in
 
good
 
faith
 
pursue
through
 
the
 
review
 
stage
 
of
 
the
 
procedure
 
shall
 
be
 
treated
 
as
 
having
 
been
irrevocably waived.
 
Judicial review
 
of a
 
claimant’s
 
denied claim
 
shall be
 
limited
to a
 
determination of
 
whether the
 
denial was
 
an abuse
 
of discretion
 
based on
 
the
evidence and theories the claimant presented during the claims procedure.
(g)
 
Any payment to a Participant or Beneficiary,
 
all in accordance with the provisions
of
 
this
 
Plan,
 
shall
 
to
 
the
 
extent
 
thereof
 
be
 
in
 
full
 
satisfaction
 
of
 
all
 
claims
hereunder
 
against
 
the
 
Plan
 
Administrator,
 
the
 
Company
 
and
 
all
 
Participating
Subsidiaries,
 
any
 
of
 
which
 
may
 
require
 
such
 
Participant
 
or
 
Beneficiary
 
as
 
a
condition to
 
such payment
 
to execute
 
a receipt
 
and
 
release therefor
 
in such
 
form
as shall be
 
determined by the
 
Plan Administrator,
 
the Company or
 
a Participating
Subsidiary.
 
If a
 
receipt and
 
release is
 
required and
 
the Participant
 
or Beneficiary
(as
 
applicable)
 
does
 
not
 
provide
 
such
 
receipt
 
and
 
release
 
in
 
a
 
timely
 
enough
manner
 
to
 
permit
 
a
 
timely
 
distribution
 
in
 
accordance
 
with
 
the
 
general
 
timing
 
of
distribution
 
provisions
 
in
 
this
 
Plan,
 
the
 
payment
 
of
 
any
 
affected
 
distribution(s)
shall be forfeited.
(h)
 
Benefits under
 
this Plan
 
will be
 
paid only
 
if the
 
Plan Administrator
 
decides in
 
its
discretion
 
that
 
a
 
Participant
 
or
 
Beneficiary
 
is
 
entitled
 
to
 
the
 
Benefits.
 
Notwithstanding
 
the
 
foregoing
 
or
 
any
 
provision
 
of
 
this
 
Plan,
 
a
 
Participant
 
(or
other claimant)
 
must exhaust
 
all administrative
 
remedies set
 
forth in
 
this
 
Section
7.1 or otherwise
 
established by the
 
Plan Administrator before
 
bringing any action
at law or
 
equity.
 
Any claim
 
based on a
 
denial of
 
a claim under
 
this Plan
 
must be
brought
 
no
 
later
 
than
 
the
 
date
 
which
 
is
 
two
 
(2)
 
years
 
after
 
the
 
date
 
of
 
the
 
final
denial of a
 
claim under this
 
Section 7.1.
 
Any claim not
 
brought within
 
such time
shall be waived and forever barred.
 
 
 
Exhibit 10.11.2
 
16
 
Section 8.
 
Rights of Employees and Participants.
 
 
Nothing
 
contained in
 
the
 
Plan
 
(or
 
in
 
any
 
other
 
documents
 
related
 
to
 
this
 
Plan
 
or
 
to
 
any
Benefit)
 
shall
 
confer
 
upon
 
any
 
Employee
 
or
 
Participant
 
any
 
right
 
to
 
continue
 
in
 
the
employ
 
or
 
other
 
service
 
of
 
the
 
Company
 
or
 
any
 
member
 
of
 
the
 
Controlled
 
Group
 
or
constitute
 
any
 
contract or
 
limit
 
in any
 
way
 
the
 
right
 
of
 
the
 
Company
 
or
 
any
 
member
 
of
the Controlled
 
Group to
 
change such
 
person's compensation
 
or other
 
benefits or
 
position
or to terminate the employment of such person with or without cause.
 
Section 9.
 
Awards in Foreign
 
Countries.
 
 
The
 
Board
 
or
 
its
 
delegate
 
shall
 
have
 
the
 
authority
 
to
 
adopt
 
such
 
modifications,
procedures, and
 
subplans as
 
may be
 
necessary or
 
desirable to
 
comply with
 
provisions of
the
 
laws
 
of
 
foreign
 
countries
 
in
 
which
 
the
 
Company
 
or
 
Participating
 
Subsidiaries
 
may
operate to
 
assure the
 
viability of
 
the Benefits
 
of Participants
 
employed in
 
such countries
and to meet the purpose of this Plan.
 
 
Section 10.
 
Amendment and Termination.
 
 
The Board
 
reserves the
 
right to
 
amend this
 
Plan from
 
time to
 
time, to
 
terminate the
 
Plan
entirely
 
at
 
any
 
time,
 
and
 
to
 
delegate
 
such
 
authority
 
as
 
the
 
Board
 
deems
 
necessary
 
or
desirable;
 
provided,
 
however,
 
that
 
no
 
amendment
 
may
 
affect
 
the
 
balance
 
in
 
a
Participant’s
 
account on
 
the effective
 
date
 
of
 
the
 
amendment; and,
 
further
 
provided, the
Company shall remain
 
liable for any
 
Benefits accrued under
 
this Plan prior
 
to the date
 
of
amendment or termination.
 
Section 11.
 
Method of Providing Payments.
 
 
(a)
 
Nonsegregation.
 
Amounts
 
deferred
 
pursuant
 
to
 
this
 
Plan
 
and
 
the
 
crediting
 
of
amounts to
 
a Participant’s
 
accounts shall
 
represent
 
the Company’s
 
unfunded and
unsecured
 
promise
 
to
 
pay
 
compensation
 
in
 
the
 
future.
 
With
 
respect
 
to
 
said
amounts, the relationship of
 
the Company and a Participant
 
shall be that of
 
debtor
 
 
Exhibit 10.11.2
 
17
 
and
 
general
 
unsecured
 
creditor.
 
While
 
the
 
Company
 
may
 
make
 
investments
 
for
the
 
purpose
 
of
 
measuring
 
and
 
meeting
 
its
 
obligations
 
under
 
this
 
Plan
 
such
investments shall remain the sole property of the
 
Company subject to claims of its
creditors generally,
 
and shall
 
not be deemed
 
to form or
 
be included in
 
any part of
the Participant’s accounts.
(b)
 
Funding.
 
It is
 
the intention
 
of the
 
Company that
 
this
 
Plan shall
 
be unfunded
 
for
federal tax
 
purposes and
 
for purposes
 
of Title
 
I of
 
ERISA.
 
All amounts
 
payable
under this
 
Plan
 
shall
 
be paid
 
solely
 
from
 
the
 
general assets
 
of
 
the
 
Company
 
and
any
 
rights
 
accruing
 
to
 
a
 
Participant
 
under
 
this
 
Plan
 
shall
 
be
 
those
 
of
 
a
 
general
creditor; provided, however,
 
that the Company
 
may establish one
 
or more grantor
trusts to
 
satisfy part
 
or all
 
of the
 
Company's Plan
 
payment obligations
 
so long
 
as
this
 
Plan
 
remains
 
unfunded
 
for
 
purposes
 
of
 
sections
 
201(2),
 
301(a)(3),
 
and
401(a)(1) of ERISA.
 
Section 12.
 
Miscellaneous Provisions.
 
 
(a)
 
Except
 
as
 
otherwise
 
provided
 
herein,
 
the
 
Plan
 
shall
 
be
 
binding
 
upon
 
the
Company,
 
its successors and
 
assigns, including but
 
not limited to
 
any corporation
which may acquire all or
 
substantially all of the Company's
 
assets and business or
with or into which the Company may be consolidated or merged.
(b)
 
This Plan
 
shall be
 
construed, regulated,
 
and administered
 
in accordance
 
with
 
the
laws of the State of Texas
 
except to the extent that said laws have been preempted
by
 
the
 
laws
 
of
 
the
 
United
 
States.
 
The
 
forum
 
and
 
venue
 
for
 
any
 
suit
 
brought
regarding any claim under this Plan shall be in Harris County, Texas.
(c)
 
If
 
any
 
provision
 
of
 
this
 
Plan
 
shall
 
be
 
held
 
illegal
 
or
 
invalid
 
for
 
any
 
reason,
 
said
illegality
 
or
 
invalidity
 
shall
 
not
 
affect
 
the
 
remaining
 
provisions
 
hereof;
 
instead,
each
 
provision
 
shall
 
be
 
fully
 
severable,
 
and
 
this
 
Plan
 
shall
 
be
 
construed
 
and
enforced as if said illegal or invalid provision had never been included herein.
(d)
 
For
 
purposes
 
of
 
this
 
Plan,
 
electronic
 
communications
 
and
 
signatures
 
shall
 
be
considered to be
 
in writing if
 
made in conformity
 
with procedures which
 
the Plan
Administrator may adopt from time to time.
 
Exhibit 10.11.2
 
18
 
(e)
 
The
 
Plan
 
Administrator,
 
in
 
its
 
sole
 
discretion,
 
may
 
direct
 
that
 
a
 
payment
 
to
 
be
made
 
to
 
an
 
incompetent
 
or
 
disabled
 
person,
 
whether
 
because
 
of
 
minority
 
or
mental
 
or
 
physical
 
disability,
 
instead
 
be
 
made
 
to
 
the
 
guardian
 
or
 
legal
representative
 
of
 
such
 
person
 
or
 
to
 
the
 
person
 
having
 
custody
 
of
 
such
 
person
(unless prior
 
claim therefor
 
shall have
 
been made
 
by a
 
duly qualified
 
guardian or
other
 
legal
 
representative),
 
without
 
further
 
liability
 
either
 
on
 
the
 
part
 
of
 
the
Company
 
or
 
a
 
Participating
 
Subsidiary
 
or
 
the
 
Plan
 
for
 
the
 
amount
 
of
 
such
payment
 
to
 
the
 
person
 
on
 
whose
 
benefit
 
such
 
payment
 
is
 
made.
 
Any
 
payment
made
 
in
 
accordance
 
with
 
the
 
provisions
 
of
 
this
 
provision
 
shall
 
be
 
a
 
complete
discharge
 
of
 
any
 
liability
 
of
 
the
 
Company,
 
its
 
Subsidiaries,
 
and
 
this
 
Plan
 
with
respect to the Benefits so paid.
(f)
 
Payment
 
of
 
Plan
 
Benefits
 
may
 
be
 
subject
 
to
 
administrative
 
or
 
other
 
delays
 
that
result
 
in
 
payment
 
to
 
the
 
Participant
 
or
 
his
 
beneficiaries
 
on
 
a
 
date
 
later
 
than
 
the
date specified
 
in this
 
Plan or
 
the Participant's
 
Election Form.
 
Any such
 
payment
delays
 
will
 
comply
 
with
 
Code
 
section
 
409A
 
of
 
the
 
Code,
 
including
 
without
limitation
 
section
 
1.409A-2(b)(7)
 
of
 
the
 
Treasury
 
regulations.
 
No
 
Participant
 
or
Beneficiary
 
shall
 
be
 
entitled
 
to
 
any
 
additional
 
earnings
 
or
 
interest
 
in
 
respect
 
of
any such payment delays, nor shall any Participant or Beneficiary be provided any
election with respect to the timing of any delayed payment.
(g)
 
If
 
all
 
or
 
any
 
part
 
of
 
any
 
Participant's
 
or
 
Beneficiary's
 
Benefit
 
hereunder
 
shall
become subject to any estate, inheritance, income, employment
 
or other tax which
the
 
Company
 
shall
 
be
 
required
 
to
 
pay
 
or
 
withhold,
 
the
 
Company
 
shall
 
have
 
the
full power
 
and authority
 
to withhold
 
and pay
 
such tax
 
out of
 
any monies
 
or other
property
 
held
 
for
 
the
 
account
 
of
 
the
 
Participant
 
or
 
Beneficiary
 
whose
 
interests
hereunder
 
are
 
so
 
affected
 
(including,
 
without
 
limitation,
 
by
 
reducing
 
and
offsetting the Participant's or
 
Beneficiary's account balance).
 
Prior to making any
payment,
 
the
 
Company
 
may
 
require
 
such
 
releases
 
or
 
other
 
documents
 
from
 
any
lawful taxing authority as it shall deem necessary or desirable.
(h)
 
No
 
amount
 
accrued
 
or
 
payable
 
hereunder
 
shall
 
be
 
deemed
 
to
 
be
 
a
 
portion
 
of
 
an
Employee's
 
compensation
 
or
 
earnings
 
for
 
the
 
purpose
 
of
 
any
 
other
 
employee
benefit
 
plan
 
adopted
 
or
 
maintained
 
by
 
the
 
Company,
 
nor
 
shall
 
this
 
Plan
 
be
deemed to amend or modify the provisions of the CPSP.
 
Exhibit 10.11.2
 
19
 
(i)
 
It is
 
the intention
 
of the
 
Company that,
 
so long
 
as any
 
of ConocoPhillips’
 
equity
securities
 
are
 
registered
 
pursuant
 
to
 
section
 
12(b)
 
or
 
12(g)
 
of
 
the
 
Securities
Exchange Act
 
of 1934,
 
this Plan
 
shall be
 
operated in
 
compliance with
 
16(b) and,
if any Plan provision or transaction is found not to comply with
 
section 16(b), that
provision
 
or
 
transaction,
 
as
 
the
 
case
 
may
 
be,
 
shall
 
be
 
deemed
 
null
 
and
 
void
ab
initio
.
 
Notwithstanding anything
 
in the
 
Plan to
 
the contrary,
 
the Company,
 
in its
absolute discretion,
 
may bifurcate
 
the Plan
 
so as
 
to restrict,
 
limit or
 
condition the
use
 
of
 
any
 
provision
 
of
 
the
 
Plan
 
to
 
Participants
 
who
 
are
 
officers
 
and
 
directors
subject
 
to
 
section
 
16(b)
 
without
 
so
 
restricting,
 
limiting
 
or
 
conditioning
 
the
 
Plan
with respect to other Participants.
(j)
 
This
 
Plan
 
is
 
intended
 
to
 
meet
 
the
 
requirements
 
of
 
Code
 
section
 
409А,
 
as
applicable,
 
in
 
order
 
to
 
avoid
 
any
 
adverse
 
tax
 
consequences
 
resulting
 
from
 
any
failure
 
to
 
comply
 
with
 
Code
 
section
 
409А
 
and,
 
as
 
a
 
result,
 
this
 
Plan
 
shall
 
be
operated
 
in
 
a
 
manner
 
consistent
 
with
 
such
 
compliance.
 
Except
 
to
 
the
 
extent
expressly
 
set
 
forth
 
in
 
this
 
Plan,
 
the
 
Participant
 
(and/or
 
the
 
Participant's
Beneficiary,
 
as applicable) shall
 
have no right
 
to dictate the
 
taxable year in
 
which
any payment hereunder that is subject to Code section 409А should be paid.
(k)
 
This
 
Ongoing
 
Plan
 
replaced
 
the
 
Frozen
 
Plan,
 
which
 
was
 
frozen
 
effective
 
as
 
of
December
 
31,
 
2004.
 
The
 
distribution
 
of
 
amounts
 
that
 
were
 
earned
 
and
 
vested
(within
 
the
 
meaning
 
of
 
Code
 
section
 
409A
 
and
 
official
 
guidance
 
issued
thereunder) under the Frozen Plan
 
prior to January 1,
 
2005 (and earnings thereon)
are
 
exempt
 
from
 
the
 
requirements
 
of
 
Code
 
section
 
409A
 
shall
 
be
 
made
 
in
accordance with the terms of the Frozen Plan.
(l)
 
At the Effective
 
Time, certain
 
active employees of
 
Phillips 66 and
 
members of its
controlled
 
group
 
ceased
 
to
 
participate
 
in
 
the
 
Plan,
 
and
 
the
 
liabilities,
 
including
liabilities related to
 
benefits grandfathered from Code
 
section 409A (
i.e.
, amounts
deferred
 
and
 
vested
 
prior
 
to
 
January
 
1,
 
2005),
 
for
 
these
 
participant's
 
benefits
under the Plan were transferred to the members of the Phillips 66 controlled group
and
 
continued
 
as
 
the
 
Phillips
 
66
 
Defined
 
Contribution
 
Make-Up
 
Plan.
 
ConocoPhillips
 
distributed its
 
interest
 
in
 
Phillips
 
66
 
to
 
its
 
shareholders
 
as
 
of
 
the
Distribution.
 
Notwithstanding Section
 
10 of
 
this Plan,
 
on and
 
after the
 
Effective
Time,
 
the Company,
 
ConocoPhillips, other
 
members of
 
the Controlled
 
Group (as
 
 
Exhibit 10.11.2
 
20
 
determined after
 
the Distribution),
 
the Plan,
 
any directors,
 
officers,
 
or employees
of
 
any
 
member
 
of
 
the
 
Controlled
 
Group
 
(as
 
determined
 
after
 
the
 
Distribution),
and
 
any
 
successors
 
thereto,
 
shall
 
have
 
no
 
further
 
obligation
 
or
 
liability
 
to,
 
or
 
on
behalf
 
of,
 
any
 
such
 
participant
 
with
 
respect
 
to
 
any
 
benefit,
 
amount,
 
or
 
right
transferred to or due under the Phillips 66 Defined Contribution Make-Up Plan.
Further, as of the
 
Distribution, any Phillips 66 common
 
stock ("Phillips 66
Stock")
 
held
 
in
 
the
 
Company
 
Stock
 
Fund
 
shall
 
be
 
transferred
 
to
 
a
 
separate
Investment
 
Option
 
under
 
this
 
Plan
 
that
 
is
 
accounted
 
for
 
as
 
if
 
investments
 
were
made
 
in
 
Phillips
 
66
 
Stock,
 
although
 
no
 
such
 
actual
 
investments
 
need
 
be
 
made,
with
 
accounting
 
entries
 
being
 
sufficient
 
therefor.
 
Investments
 
in
 
the
 
Phillips
 
66
Stock
 
fund
 
will
 
be
 
determined
 
as
 
of
 
the
 
Distribution.
 
On
 
and
 
after
 
the
Distribution, a
 
Participant will
 
be allowed
 
to hold
 
or liquidate
 
his or
 
her deemed
investment in Phillips
 
66 Stock.
 
No additional deemed investments
 
in Phillips 66
Stock will be allowed to be elected.
Section 13.
 
Effective Date of the Restated Plan.
 
Title II
 
of the Defined
 
Contribution Make-Up
 
Plan of ConocoPhillips
 
is hereby amended
and restated as set forth in
 
this 2020 Amendment and Restatement
 
effective as of January
1, 2020.
 
 
Executed this ____ day of December,
 
2019, by a duly authorized officer of the Company.
 
 
 
 
Heather G. Sirdashney
Vice President, Human Resources
 
 
 
 
 
 
 
DCMP Title II 2020 Restatement
 
12-19-2019
 
EX-10.19.1 6 d875559dex10191.htm EX-10.19.1 EX-10.19.1
 
Exhibit 10.19.1
 
1
 
KEY EMPLOYEE DEFERRED COMPENSATION PLAN OF
CONOCOPHILLIPS
TITLE I
(Effective for benefits earned and vested prior to
January 1, 2005)
2020 AMENDMENT AND RESTATEMENT
 
The Key Employee
 
Deferred Compensation Plan
 
of ConocoPhillips,
 
Title I
 
(“Title
 
I”), is
hereby amended
 
and restated
 
effective as
 
of January
 
1, 2020
 
(except where
 
another date
is specified herein with regard to a particular provision).
 
Immediately prior to
 
effectiveness of this
 
2020 Amendment and
 
Restatement, Title
 
I was
and
 
remains
 
subject
 
to
 
the
 
2012
 
Restatement
 
of
 
the
 
Key
 
Employee
 
Deferred
Compensation
 
Plan
 
of
 
ConocoPhillips,
 
Title
 
I,
 
which
 
was
 
effective
 
as
 
of
 
the
 
"Effective
Time"
 
defined in
 
the Employee
 
Matters Agreement
 
by and
 
between ConocoPhillips
 
and
Phillips
 
66
 
(the
 
"Effective
 
Time")
 
and
 
conditioned
 
on
 
the
 
occurrence
 
of
 
the
"Distribution"
 
defined
 
in
 
such
 
Employee
 
Matters
 
Agreement
 
(the
 
"Distribution"),
together
 
with
 
the
 
First
 
Amendment
 
to
 
Title
 
I
 
of
 
the
 
Key
 
Employee
 
Deferred
Compensation Plan of ConocoPhillips (2012 Restatement), effective October 30, 2019.
 
Preamble
 
The purpose of this Plan is
 
to attract and retain key employees
 
by providing them with an
opportunity
 
to
 
defer
 
receipt
 
of
 
cash
 
amounts
 
which
 
otherwise
 
would
 
have
 
been
 
paid
 
to
them under various compensation programs or plans by a Participating Subsidiary.
 
The
 
Plan
 
is
 
sponsored
 
and
 
maintained
 
by
 
ConocoPhillips
 
Company.
 
The
 
Plan
 
is
 
the
continuation
 
of
 
the
 
Key
 
Employee
 
Deferred
 
Compensation
 
Plan
 
of
 
Phillips
 
Petroleum
Company,
 
of
 
the
 
Conoco
 
Inc.
 
Global
 
Variable
 
Compensation
 
Deferral
 
Program,
 
and
 
of
the portions of
 
the Conoco Inc.
 
Salary Deferral
 
& Savings Restoration
 
Plan consisting of
Salary Deferral
 
Obligations and
 
Retiree Obligations,
 
and all
 
deferrals made under
 
any of
 
Exhibit 10.19.1
 
2
 
those plans,
 
programs, or
 
arrangements shall
 
continue under
 
their terms
 
and the
 
terms of
this Plan.
 
Title I of the Plan is effective with regard to benefits earned and vested prior to January 1,
2005, while
 
Title
 
II of
 
the Plan
 
is effective
 
with regard
 
to benefits
 
earned or
 
vested after
December 31, 2004.
 
Gains, losses, earnings, or expenses shall be
 
allocated to the Title of
the Plan to which the underlying obligations giving
 
rise to them are allocated.
 
Other than
earnings, gains, and losses,
 
no further benefits
 
shall accrue under Title
 
I of this
 
Plan after
December 31, 2004.
 
This
 
Title
 
I
 
of
 
the
 
Plan
 
is
 
intended
 
(1)
 
to
 
be
 
a
 
“grandfathered”
 
plan
 
pursuant
 
to
 
Code
section 409A, as
 
enacted as
 
part of the
 
American Jobs
 
Creation Act of
 
2004, and
 
official
guidance issued thereunder,
 
and (2) to be “a plan
 
which is unfunded and is maintained
 
by
an
 
employer
 
primarily
 
for
 
the
 
purpose
 
of
 
providing
 
deferred
 
compensation
 
for
 
a
 
select
group of management
 
or highly compensated
 
employees” within the
 
meaning of sections
201(2), 301(a)(3),
 
and 401(a)(1)
 
of ERISA.
 
Notwithstanding any
 
other provision
 
of this
Plan,
 
this
 
Plan
 
shall
 
be
 
interpreted,
 
operated,
 
and
 
administered
 
in
 
a
 
manner
 
consistent
with these intentions.
 
Section 1.
 
Definitions.
 
For
 
purposes
 
of
 
the
 
Plan,
 
the
 
following
 
terms,
 
as
 
used
 
herein,
 
shall
 
have
 
the
 
meaning
specified:
(a)
“Affiliated Group”
 
shall mean the Company plus other subsidiaries and affiliates
in which it owns, directly or through
 
a subsidiary or affiliate, a 5%
 
or more equity
interest.
(b)
“Award”
 
shall
 
mean
 
the
 
United
 
States
 
cash
 
dollar
 
amount
 
(i)
 
allotted
 
to
 
an
Employee
 
under
 
the
 
terms
 
of
 
an
 
Incentive
 
Compensation
 
Plan
 
or
 
a
 
Long
 
Term
Incentive
 
Plan,
 
or
 
(ii)
 
required
 
to
 
be
 
credited
 
to
 
an
 
Employee’s
 
Deferred
Compensation
 
Account
 
pursuant
 
to
 
an
 
Incentive
 
Compensation
 
Plan,
 
the
 
Long
Term
 
Incentive
 
Compensation
 
Plan,
 
the
 
Strategic
 
Incentive
 
Plan,
 
a
 
Long
 
Term
 
Exhibit 10.19.1
 
3
 
Incentive
 
Plan,
 
or
 
any
 
similar
 
plans,
 
or
 
any
 
administrative
 
procedure
 
adopted
pursuant
 
thereto,
 
or
 
(iii)
 
credited
 
as
 
a
 
result
 
of
 
a
 
Participant’s
 
deferral
 
of
 
the
receipt
 
of
 
the
 
value
 
of
 
the
 
Stock
 
which
 
would
 
otherwise
 
be
 
delivered
 
to
 
an
Employee
 
in
 
the
 
event
 
restrictions
 
lapse
 
on
 
Restricted
 
Stock
 
or
 
Restricted
 
Stock
Units
 
or
 
the
 
settlement
 
of
 
Restricted
 
Stock
 
Units
 
previously
 
awarded
 
or
 
which
may
 
be
 
awarded
 
to
 
the
 
Participant
 
pursuant
 
to
 
an
 
Incentive
 
Compensation
 
Plan,
the Long Term
 
Incentive Compensation Plan, the Strategic Incentive Plan,
 
a Long
Term
 
Incentive
 
Plan,
 
an
 
Omnibus
 
Securities
 
Plan,
 
or
 
any
 
similar
 
plans,
 
or
 
any
administrative procedure
 
adopted pursuant
 
thereto, or
 
(iv) credited
 
resulting from
a
 
lump
 
sum
 
distribution
 
from
 
any
 
of
 
the
 
Company’s
 
non-qualified
 
retirement
plans
 
and/or
 
plans
 
which
 
provide
 
for
 
a
 
retirement
 
supplement,
 
or
 
(v)
 
resulting
from the
 
forfeiture of
 
Restricted Stock,
 
required by
 
Phillips Petroleum
 
Company,
of
 
key
 
employees
 
who
 
became
 
employees
 
of
 
GPM
 
Gas
 
Corporation,
 
or
 
(vi)
credited as a
 
result of an
 
Employee’s
 
deferral of the
 
receipt of the
 
lump sum cash
payment from the
 
Employee’s
 
account in
 
the Defined Contribution
 
Makeup Plan,
or
 
(vii)
 
credited
 
as
 
a
 
result
 
of
 
an
 
Employee’s
 
voluntary
 
reduction
 
of
 
Salary,
 
or
 
(viii)
 
credited
 
as
 
a
 
result
 
of
 
an
 
Employee’s
 
deferral
 
of
 
a
 
Performance
 
Based
Incentive Award,
 
or (ix) any
 
other amount determined
 
by the Committee
 
to be an
Award
 
under the
 
Plan.
 
Sections 2
 
and 3
 
of this
 
Plan shall
 
not apply
 
with respect
to Awards
 
included under (ii), (v),
 
and (ix) above and a
 
participant receiving such
an Award
 
shall be
 
deemed, with
 
respect thereto,
 
to have
 
elected a
 
Section 5(b)(i)
payment
 
option
 
in
 
10
 
annual
 
installments
 
commencing
 
about
 
one
 
year
 
after
retirement at age 55 or above, but subject to revision under the terms of this Plan.
(c)
 
“Beneficiary”
 
shall
 
mean
 
a
 
person
 
or
 
persons
 
or
 
the
 
trustee
 
of
 
a
 
trust
 
for
 
the
benefit of
 
a person
 
designated by
 
a Participant
 
to receive,
 
in the
 
event of
 
death,
any
 
unpaid
 
portion
 
of
 
a
 
Participant's
 
Benefits
 
from
 
this
 
Plan,
 
as
 
provided
 
in
Section 7.
(d)
 
“Benefit”
 
shall
 
mean
 
an
 
obligation
 
of
 
the
 
Company
 
to
 
pay
 
amounts
 
from
 
the
Plan.
(e)
 
“Board”
shall
 
mean
 
the
 
Board
 
of
 
Directors
 
of
 
the
 
Company,
 
as
 
it
 
may
 
be
comprised from time to time.
(f)
 
“Chief Executive
 
Officer”
 
or
“CEO”
 
shall mean
 
the Chief
 
Executive Officer
 
of
 
Exhibit 10.19.1
 
4
 
the Company.
(g)
 
“Committee”
 
shall mean the Nonqualified Plans Benefit
 
Committee as appointed
from
 
time
 
to
 
time
 
by
 
the
 
Board;
 
provided,
 
however,
 
that
 
until
 
a
 
successor
 
is
appointed by
 
the Board,
 
the individual
 
serving as
 
the Company’s
 
Vice
 
President
with
 
responsibility
 
over
 
human
 
resources
 
shall
 
be
 
sole
 
member
 
of
 
the
Committee..
(h)
 
“Company”
 
shall
 
mean
 
ConocoPhillips
 
Company,
 
a
 
Delaware
 
corporation,
 
or
any successor corporation.
 
The Company is a subsidiary of ConocoPhillips.
(i)
 
“Conoco
 
Inc.
 
Global
 
Variable
 
Compensation
 
Deferral
 
Program”
 
shall
 
mean
the
 
Conoco
 
Inc.
 
Global
 
Variable
 
Compensation
 
Deferral
 
Program,
 
prior
 
to
 
its
merger into this Plan on October 3, 2003.
(j)
 
“Conoco
 
Inc.
 
Salary
 
Deferral
 
&
 
Savings
 
Restoration
 
Plan”
 
shall
 
mean
 
the
Conoco Inc. Salary
 
Deferral & Savings
 
Restoration Plan, prior
 
to its
 
merger into
this Plan on October 3, 2003.
(k)
 
“ConocoPhillips”
 
shall
 
mean
 
ConocoPhillips,
 
a
 
Delaware
 
corporation,
 
or
 
any
successor
 
corporation.
 
ConocoPhillips
 
is
 
a
 
publicly
 
held
 
corporation
 
and
 
the
parent of the Company.
 
(l)
 
“Deferred
 
Compensation
 
Account”
 
shall
 
mean
 
an
 
account
 
established
 
and
maintained
 
for
 
each
 
Participant
 
in
 
which
 
is
 
recorded
 
the
 
amounts
 
of
 
Awards
deferred by a
 
Participant, the deemed
 
gains, losses, and
 
earnings accrued thereon,
and payments made therefrom all in accordance with the terms of the Plan.
(m)
 
“Defined
 
Contribution
 
Makeup
 
Plan”
 
shall
 
mean
 
the
 
Defined
 
Contribution
Makeup Plan of ConocoPhillips,
 
or any similar plan or successor plans.
(n)
 
“Disability”
 
shall
 
mean
 
the
 
inability,
 
in
 
the
 
opinion
 
of
 
the
 
Company’s
 
Medical
Director, of a Participant, because of an injury or sickness, to work at a reasonable
occupation
 
that
 
is
 
available
 
with
 
the
 
Company,
 
a
 
Participating
 
Subsidiary,
 
or
another subsidiary of the Company.
(o)
 
“Election
 
Form”
 
shall mean
 
a
 
written
 
form,
 
including
 
one
 
in
 
electronic
 
format,
provided by
 
the Plan
 
Administrator pursuant
 
to which
 
a Participant
 
may elect
 
the
time and form of payment of his or her Benefits under the Plan.
(p)
 
“Eligible
 
Employee”
 
shall
 
mean
 
an
 
Employee
 
who
 
is
 
eligible
 
to
 
receive
 
an
Award
 
and at the time
 
of the Award
 
is classified as a
 
ConocoPhillips salary grade
 
Exhibit 10.19.1
 
5
 
19 or above or any equivalent salary grade at a Participating Subsidiary.
(q)
 
 
“Employee”
 
shall
 
mean
 
any
 
individual
 
or
 
Rehired
 
Participant
 
who
 
satisfies
 
the
conditions
 
of
 
Section
 
5(j)
 
who
 
is
 
a
 
salaried
 
employee
 
of
 
the
 
Company
 
or
 
of
 
a
Participating
 
Subsidiary.
 
Employee
 
shall
 
also
 
include
 
Participants
 
who
 
are
employed
 
by
 
a
 
member
 
of
 
the
 
Affiliated
 
Group
 
and
 
former
 
employees
 
of
 
a
member
 
of
 
the
 
Affiliated
 
Group
 
who
 
Retire
 
or
 
are
 
Laid
 
Off
 
and
 
are
 
eligible
 
to
receive
 
a
 
lump
 
sum
 
distribution
 
from
 
non-qualified
 
retirement
 
plans.
 
Employee
shall
 
also
 
include
 
any
 
individual
 
or
 
Rehired
 
Participant
 
who
 
was
 
hired
 
as
 
a
salaried
 
employee
 
of
 
ConocoPhillips
 
Services
 
Inc.
 
on
 
or
 
after
 
January
 
1,
 
2003,
and
 
is
 
classified
 
as
 
a
 
ConocoPhillips
 
salary
 
grade 19
 
or
 
above or
 
any
 
equivalent
salary grade at a Participating Subsidiary.
 
Notwithstanding the foregoing, prior to
October
 
3,
 
2003,
 
Employee
 
shall
 
not
 
include
 
anyone
 
who
 
is
 
classified
 
as
 
a
Heritage
 
Conoco
 
Employee.
 
On
 
and
 
after
 
October
 
3,
 
2003,
 
Employee
 
shall
include anyone who is classified as a Heritage Conoco Employee.
(r)
 
“ERISA”
 
shall mean
 
the Employee
 
Retirement Income
 
Security Act
 
of 1974,
 
as
amended from time to time, or
any
 
successor statute.
(s)
 
“Exchange
 
Act”
 
shall
 
mean
 
the
 
Securities
 
Exchange
 
Act
 
of
 
1934,
 
as
 
amended
and in effect from time to time, or any successor statute.
(t)
 
“Heritage
 
Conoco
 
Employee”
 
shall
 
mean
 
an
 
individual
 
employed
 
by
 
Conoco
Inc., Conoco Pipe
 
Line Company,
 
or Louisiana Gas Systems
 
Inc. prior to January
1,
 
2003;
 
provided,
 
however,
 
that
 
an
 
individual
 
who
 
has
 
been
 
terminated
 
from
employment with
 
a member
 
of the
 
Affiliated Group
 
at any
 
time and
 
rehired by
 
a
member
 
of
 
the
 
Affiliated
 
Group
 
after January
 
1,
 
2003,
 
shall
 
not
 
be
 
considered a
Heritage Conoco Employee for purposes of this Plan.
(u)
 
“Incentive
 
Compensation
 
Plan”
 
shall
 
mean
 
the
 
ConocoPhillips
 
Variable
 
Cash
Incentive
 
Program,
 
the
 
Incentive
 
Compensation
 
Plan
 
of
 
Phillips
 
Petroleum
Company,
 
or
 
the
 
Annual
 
Incentive
 
Compensation
 
Plan
 
of
 
Phillips
 
Petroleum
Company,
 
the
 
Special
 
Incentive
 
Plan
 
for
 
Former
 
Tosco
 
Executives,
 
the
 
Conoco
Inc.
 
Global
 
Variable
 
Compensation
 
Plan,
 
or
 
a
 
similar
 
plan
 
of
 
a
 
Participating
Subsidiary, or any similar or successor plans, or all, as the context may require.
(v)
 
“Layoff”
 
or
“Laid Off”
 
shall mean
 
an applicable
 
termination of
 
employment by
reason
 
of
 
layoff
 
under
 
the
 
Phillips
 
Layoff
 
Plan
 
or
 
the
 
Phillips
Work
 
Force
 
Exhibit 10.19.1
 
6
 
Stabilization
 
Plan,
 
an
 
applicable
 
Qualifying
 
Event
 
(without
 
there
 
being
 
a
Disqualifying
 
Event)
 
under
 
the
 
Conoco
 
Severance
 
Pay
 
Plan,
 
or
 
layoff
 
or
redundancy under
 
any
 
other
 
layoff
 
or
 
redundancy
 
plan
 
which
 
the
 
Company,
 
any
Participating Subsidiary,
 
or any
 
other member
 
of the
 
Affiliated Group
 
may adopt
from
 
time
 
to
 
time.
 
If
 
all
 
or
 
any
 
portion
 
of
 
the
 
benefits
 
under
 
the
 
layoff
 
or
redundancy
 
plan
 
are
 
contingent
 
on
 
the
 
employee’s
 
signing
 
a
 
general
 
release
 
of
liability,
 
such termination shall
 
not be considered
 
as a Layoff
 
for purposes of
 
this
Plan
 
unless
 
the
 
employee
 
executes
 
and
 
does
 
not
 
revoke
 
a
 
general
 
release
 
of
liability, acceptable to the Company,
 
under the terms of such layoff or redundancy
plan.
(w)
 
“Long-Term
 
Incentive
 
Compensation
 
Plan”
 
shall
 
mean
 
the
 
Long-Term
Incentive
 
Compensation
 
Plan
 
of
 
Phillips
 
Petroleum
 
Company,
 
which
 
was
terminated December 31, 1985.
(x)
 
“Long-Term
 
Incentive Plan”
 
shall mean the
 
ConocoPhillips Performance
 
Share
Program,
 
the
 
ConocoPhillips
 
Restricted
 
Stock
 
Program,
 
the
 
Phillips
 
Petroleum
Company
 
Long-Term
 
Incentive
 
Plan,
 
or
 
a
 
similar
 
or
 
successor
 
plan
 
of
 
any
 
of
them, established under an Omnibus Securities Plan.
(y)
 
“Newhire Employee”
 
shall mean any
 
Employee who
 
is hired or
 
rehired during a
calendar year.
(z)
 
“Omnibus
 
Securities
 
Plan”
 
shall
 
mean
 
the
 
Omnibus
 
Securities
 
Plan
 
of
 
Phillips
Petroleum
 
Company,
 
the
 
2002
 
Omnibus
 
Securities
 
Plan
 
of
 
Phillips
 
Petroleum
Company,
 
the 1998 Stock
 
and Performance Incentive
 
Plan of ConocoPhillips,
 
the
1998 Key
 
Employee Stock
 
Plan of
 
ConocoPhillips, or
 
a similar
 
or successor
 
plan
of any of them.
(aa)
 
“Participant”
 
shall mean
 
a person
 
for whom
 
a Deferred
 
Compensation Account
is maintained.
(bb)
 
“Participating
 
Subsidiary”
 
shall
 
mean
 
a
 
subsidiary
 
of
 
the
 
Company,
 
of
 
which
the
 
Company
 
beneficially
 
owns,
 
directly
 
or
 
indirectly,
 
more
 
than
 
50%
 
of
 
the
aggregate voting
 
power of
 
all outstanding
 
classes and
 
series of
 
stock, where
 
such
subsidiary
 
has
 
adopted
 
one
 
or
 
more
 
plans
 
making
 
participants
 
eligible
 
for
participation
 
in
 
this
 
Plan
 
and
 
one
 
or
 
more
 
Employees
 
of
 
which
 
are
 
Potential
Participants.
 
Exhibit 10.19.1
 
7
 
(cc)
 
“Plan”
shall
 
mean
 
the
 
Key
Employee
 
Deferred
 
Compensation
 
Plan
 
of
ConocoPhillips.
 
The Plan is sponsored and maintained by the Company.
(dd)
 
“Plan
 
Administrator”
 
shall
 
mean
 
the
 
Vice
 
President,
 
Human
 
Resources
 
of
 
the
Company, or his or her successor.
(ee)
 
“Plan Year
 
shall mean January 1 through December 31.
(ff)
 
“Potential Participant”
 
shall mean
 
a person
 
who has
 
received a
 
notice specified
in Section 2 or in Section 5 (h).
(gg)
 
“Rehired
 
Participant”
 
shall
 
mean
 
a
 
Participant
 
who,
 
subsequent
 
to
 
Retirement
or
 
Layoff,
 
is
 
rehired
 
by
 
the
 
Company,
 
or
 
any
 
subsidiary
 
of
 
the
 
Company,
 
and
whose employment status is classified as regular full-time or its equivalent.
(hh)
 
“Restricted Stock”
 
and
“Restricted Stock Units”
 
shall mean respectively shares
of
 
Stock
 
and
 
units
 
each
 
of
 
which
 
shall
 
represent
 
a
 
hypothetical
 
share
 
of
 
Stock,
which have certain restrictions attached to the ownership thereof or the delivery of
shares pursuant thereto.
(ii)
 
“Retiree
 
Obligations”
 
shall
 
mean
 
obligations
 
to
 
former
 
employees
 
who
 
have
retired on or
 
after the earliest
 
retirement date available
 
under the Retirement
 
Plan
of
 
Conoco
 
and
 
who
 
are
 
Participants
 
in
 
this
 
Plan
 
arising
 
from
 
deferrals
 
made
 
as
participants in
 
the Conoco
 
Inc. Salary
 
Deferral &
 
Savings Restoration
 
Plan prior
to its merger into this Plan.
(jj)
 
“Retirement”
 
or
“Retire”
 
or
“Retiring”
 
shall mean
 
termination of
 
employment
with the Company
 
or any subsidiary
 
of the Company
 
on or after
 
the earliest early
retirement
 
date
 
at
 
age
 
55
 
or
 
above
 
as
 
defined
 
in
 
the
 
ConocoPhillips
 
Retirement
Plan
 
(or,
 
with
 
respect
 
to
 
a
 
Heritage
 
Conoco
 
Employee,
 
the
 
Retirement
 
Plan
 
of
Conoco) or of the applicable retirement plan
 
of a member of the Affiliated
 
Group.
 
(kk)
 
“Retirement
 
Income
 
Plan”
 
shall mean
 
the ConocoPhillips
 
Retirement Plan
 
(or,
with respect to a Heritage Conoco Employee, the Retirement Plan of Conoco) or a
similar
 
retirement
 
plan
 
of
 
the
 
Participating
 
Subsidiary
 
pursuant
 
to
 
the
 
terms
 
of
which the Participant retires.
(ll)
 
“Salary
 
Deferral
 
Obligations”
 
shall
 
mean
 
obligations
 
to
 
Employees
 
who
 
are
Participants
 
in
 
this
 
Plan arising
 
from
 
salary deferrals
 
made
 
as
 
participants
 
in
 
the
Conoco
 
Inc. Salary
 
Deferral
 
&
 
Savings
 
Restoration
 
Plan
 
prior
 
to
 
its
 
merger
 
into
 
 
Exhibit 10.19.1
 
8
 
this Plan.
(mm)
 
“Settlement
 
Date”
 
shall
 
mean
 
the
 
date
 
on
 
which
 
all
 
acts
 
under
 
an
 
Incentive
Compensation
 
Plan
 
or
 
the
 
Long-Term
 
Incentive
 
Compensation
 
Plan
 
or
 
actions
directed
 
by
 
the
 
Committee,
 
as
 
the
 
case
 
may
 
be,
 
have
 
been
 
taken
 
which
 
are
necessary to make an Award
 
payable to the Participant.
(nn)
 
“Salary”
 
shall mean
 
the monthly
 
equivalent rate
 
of pay
 
for
 
an Employee
 
before
adjustments for any before-tax voluntary reductions.
(oo)
 
“Stock”
 
means shares of common stock of ConocoPhillips, par value $.01.
(pp)
 
“Strategic Incentive Plan”
 
shall mean the Strategic
 
Incentive Plan portion of the
1986
 
Stock
 
Plan
 
of
 
Phillips
 
Petroleum
 
Company,
 
of
 
the
 
1990
 
Stock
 
Plan
 
of
Phillips
 
Petroleum
 
Company,
 
of
 
the
 
Phillips
 
Petroleum
 
Company
 
Omnibus
Securities Plan, and of any successor plans of similar nature.
(qq)
 
“Subsidiary”
shall mean any corporation
 
or other entity that
 
is treated as a
 
single
employer
 
with
 
ConocoPhillips
 
under
 
section
 
414(b), (c),
 
or
 
(m)
 
of
 
the
 
Code.
 
In
applying section
 
1563(a)(1), (2),
 
and (3)
 
of the
 
Code for
 
purposes of
 
determining
a
 
controlled
 
group
 
of
 
corporations
 
under
 
section
 
414(b)
 
of
 
the
 
Code
 
and
 
for
purposes of
 
determining trades
 
or businesses
 
(whether or
 
not incorporated)
 
under
common
 
control
 
under
 
regulation
 
section
 
1.414(c)-2
 
for
 
purposes
 
of
 
section
414(c) of the Code, the language
 
“at least 80%” shall
 
be used without substitution
as allowed under regulations pursuant to section 409A of the Code.
(rr)
 
“Trustee”
 
shall mean the trustee of
 
the grantor trust
 
established for this Plan by
 
a
trust agreement between the Company and the trustee, or any successor trustee.
 
Section 2.
 
Notification of Potential Participants.
 
(a)
 
Incentive
 
Compensation
 
Plan.
 
Each
 
Plan
 
Year,
 
during
 
October,
 
Eligible
Employees
 
who
 
are
 
expected
 
to
 
be
 
eligible
 
to
 
receive
 
an
 
Award
 
in
 
the
immediately following
 
calendar year
 
under
 
an
 
Incentive Compensation
 
Plan will
be
 
notified
 
and
 
given
 
the
 
opportunity,
 
in
 
a
 
manner
 
prescribed
 
by
 
the
 
Plan
Administrator,
 
to
 
indicate
 
a
 
preference
 
concerning
 
deferral
 
of
 
all
 
or
 
part
 
(in
 
one
percent increments) of
 
such Award.
 
 
 
Exhibit 10.19.1
 
9
 
(b)
 
Restricted Stock and Restricted Stock Units Lapsing.
(i)
 
Each Plan Year
 
during October, Employees
 
who are or will
 
be 55 years of
age or older prior to the end
 
of the following calendar year will
 
be notified
and
 
given
 
the
 
opportunity,
 
in
 
a
 
manner
 
prescribed
 
by
 
the
 
Plan
Administrator,
 
to
 
indicate
 
a
 
preference
 
to
 
delay
 
the
 
lapsing
 
of
 
the
restrictions
 
on
 
part
 
(in
 
one
 
percent
 
increments)
 
or
 
all
 
of
 
the
 
shares
 
of
Restricted
 
Stock
 
and/or
 
Restricted
 
Stock
 
Units
 
previously
 
awarded
 
or
which may be awarded
 
to the Employee under
 
an Incentive Compensation
Plan,
 
the
 
Long
 
Term
 
Incentive
 
Compensation
 
Plan,
 
a
 
Long-Term
Incentive Plan, the Strategic Incentive Plan, or an Omnibus Securities Plan
in
 
the
 
event
 
the
 
Compensation
 
Committee
 
takes
 
action
 
in
 
the
 
following
calendar
 
year
 
to
 
lapse
 
restrictions
 
on
 
Restricted
 
Stock
 
and/or
 
Restricted
Stock Units and/or settle Restricted Stock Units.
(ii)
 
Each
 
Plan
 
Year
 
during
 
October,
 
Employees
 
who
 
have
 
been
 
granted
 
a
special
 
Restricted
 
Stock
 
Award
 
and/or
 
Restricted
 
Stock
 
Unit
 
Award
 
will
be notified
 
and given
 
the opportunity,
 
in a
 
manner prescribed
 
by the
 
Plan
Administrator
 
to
 
indicate
 
a
 
preference
 
to
 
delay
 
the
 
lapsing
 
of
 
the
restrictions
 
on
 
part
 
(in
 
one
 
percent
 
increments)
 
or
 
all
 
of
 
the
 
shares
 
of
Restricted Stock
 
and/or Restricted
 
Stock Units
 
when the
 
restrictions lapse
on
 
the
 
Special
 
Restricted
 
Stock
 
and/or
 
Restricted
 
Stock
 
Units
 
or
 
the
Restricted
 
Stock
 
Units
 
are
 
settled
 
based
 
on
 
the
 
terms
 
of
 
the
 
Special
Restricted
 
Stock
 
and/or
 
Restricted
 
Stock
 
Unit
 
Awards
 
in
 
the
 
following
year.
(iii)
 
Such indication of
 
preference as outlined in
 
(i) above may
 
be made within
60 days
 
of the
 
amendment of
 
this Plan
 
providing for
 
the notice;
 
provided,
however,
 
that
 
such
 
indication
 
of
 
preference
 
must
 
be
 
made
 
no
 
later
 
than
June
 
6,
 
2003,
 
for
 
such
 
Awards
 
that
 
would
 
otherwise
 
be
 
lapsed
 
or
 
settled
later in 2003.
(c)
 
Restricted Stock and Restricted Stock Unit Awards
 
Deferral.
(i)
 
Each Plan Year
 
during October, Employees
 
who are or will
 
be 55 years of
age or older prior to the end of the calendar
 
year will be notified and given
the
 
opportunity,
 
in
 
a
 
manner
 
prescribed
 
by
 
the
 
Plan
 
Administrator,
 
to
 
Exhibit 10.19.1
 
10
 
indicate a
 
preference concerning
 
the deferral
 
of the
 
receipt of
 
the value
 
of
all or part (in one
 
percent increments) of the Stock
 
which would otherwise
be delivered
 
to the
 
Employees in
 
the event,
 
during the
 
following calendar
year,
 
the
 
Compensation
 
Committee
 
takes
 
action
 
to
 
lapse
 
restrictions
 
on
Restricted
 
Stock
 
and/or
 
Restricted
 
Stock
 
Units
 
and/or
 
settle
 
Restricted
Stock
 
Units
 
previously
 
awarded
 
or
 
which
 
may
 
be
 
awarded
 
to
 
the
Employees
 
under
 
an
 
Incentive
 
Compensation
 
Plan,
 
the
 
Long
 
Term
Incentive
 
Compensation
 
Plan,
 
a
 
Long
 
Term
 
Incentive
 
Plan,
 
the
 
Strategic
Incentive Plan, or an Omnibus Securities Plan.
(ii)
 
Employees
 
who
 
have
 
been
 
granted
 
a
 
special
 
Restricted
 
Stock
 
Award
and/or Restricted
 
Stock
 
Units Award
 
may,
 
in the
 
year preceding
 
the year
in
 
which
 
the
 
restrictions
 
are
 
scheduled
 
to
 
lapse
 
or
 
the
 
Restricted
 
Stock
Units are to
 
be settled, indicate
 
a preference concerning
 
the deferral of
 
the
value of
 
all or
 
part
 
(in one
 
percent increments)
 
of
 
the stock
 
which would
otherwise
 
be
 
delivered
 
to
 
the
 
Employees
 
in
 
the
 
next
 
calendar
 
year
 
when
the
 
restrictions
 
lapse
 
on
 
the
 
special
 
Restricted
 
Stock
 
and
 
/or
 
Restricted
Stock Units or
 
the Restricted Stock Units
 
are settled based on
 
the terms of
the
 
special
 
Restricted
 
Stock
 
Awards
 
and/or
 
Restricted
 
Stock
 
Units
Awards.
(iii)
 
Employees who
 
are Laid
 
Off during
 
or after
 
the Plan
 
Year
 
they reach
 
age
50 may no
 
later than 30
 
days after being
 
notified of Layoff,
 
in the manner
prescribed by the Plan
 
Administrator, indicate
 
a preference concerning the
deferral
 
of
 
the
 
receipt
 
of
 
the
 
value
 
of
 
all
 
or
 
part
 
(in
 
one
 
percent
increments)
 
of
 
the
 
Stock
 
which
 
would
 
be
 
otherwise
 
be
 
delivered
 
to
 
the
Employees
 
in
 
the
 
event
 
Restricted
 
Stock
 
Units,
 
which
 
have
 
been
 
granted
in exchange
 
for Restricted
 
Stock pursuant
 
to the
 
Exchange offer
 
initiated
by the Company on December 17, 2001, are settled.
(iv)
 
Such indication of
 
preference as outlined in
 
(i) above may
 
be made within
60 days
 
of the
 
amendment of
 
this Plan
 
providing for
 
the notice;
 
provided,
however,
 
that
 
such
 
indication
 
of
 
preference
 
must
 
be
 
made
 
no
 
later
 
than
June
 
6,
 
2003,
 
for
 
such
 
Awards
 
that
 
would
 
otherwise
 
be
 
lapsed
 
or
 
settled
later in 2003.
 
 
 
 
 
 
Exhibit 10.19.1
 
11
 
(d)
 
Lump
 
Sum
 
Distribution
 
from
 
Non-Qualified
 
Retirement
 
Plans.
 
With
 
respect
 
to
the lump sum distribution permitted from the Company’s
 
non-qualified retirement
plans
 
and/or
 
plans
 
which
 
provide
 
for
 
a
 
retirement
 
supplement,
 
Employees
 
may
indicate,
 
in
 
a
 
manner
 
prescribed
 
by
 
the
 
Plan
 
Administrator,
 
a
 
preference
concerning
 
deferral
 
of
 
all
 
or
 
part
 
(in
 
one
 
percent
 
increments)
 
of
 
such
 
lump
 
sum
distribution.
(e)
 
Lump
 
Sum
 
from
 
Defined
 
Contribution
 
Makeup
 
Plan.
 
Employees
 
who
 
will
receive
 
a
 
lump
 
sum
 
cash
 
payment
 
from
 
their
 
account
 
under
 
the
 
Defined
Contribution
 
Makeup
 
Plan,
 
may
 
indicate,
 
in
 
a
 
manner
 
prescribed
 
by
 
the
 
Plan
Administrator,
 
a
 
preference
 
concerning
 
deferral
 
of
 
all
 
or
 
part
 
(in
 
one
 
percent
increments) of such payment.
(f)
 
Salary
 
Reduction.
 
Annually,
 
Employees
 
and
 
Newhire
 
Employees
 
on
 
the
 
U.S.
dollar
 
payroll
 
may
 
elect,
 
in
 
a
 
manner
 
prescribed
 
by
 
the
 
Plan
 
Administrator,
 
a
voluntary reduction
 
of Salary
 
for each
 
pay period
 
of the
 
following calendar
 
year,
or
 
for
 
Newhire
 
Employees
 
the
 
remainder
 
of
 
the
 
calendar
 
year
 
in
 
which
 
they
 
are
hired,
 
in
 
which
 
case
 
the
 
Company
 
will
 
credit
 
a
 
like
 
amount
 
as
 
an
 
Award
hereunder, provided
 
that the
 
amount of
 
such voluntary
 
reduction shall
 
not be
 
less
than 1% nor more than 50% of the Employee’s
 
Salary per pay period (and may be
further limited by the Plan
 
Administrator such that the
 
resulting salary that is
 
paid
is
 
sufficient
 
to
 
satisfy
 
all
 
benefit
 
plan
 
deductions,
 
tax
 
deductions,
 
elective
deductions, and other deductions required to be withheld by the Company).
(g)
 
Performance Based Incentive Award
 
.
 
Each year, during October,
 
Employees who
are eligible
 
to receive
 
a
 
Performance Based
 
Incentive Award
 
in the
 
immediately
following
 
calendar
 
year
 
will
 
be
 
notified
 
and
 
given
 
the
 
opportunity,
 
in
 
a
 
manner
prescribed by the
 
Plan Administrator,
 
to indicate
 
a preference for
 
the award
 
to be
paid as cash,
 
deferred to
 
their KEDCP account,
 
or issued
 
as Restricted Stock
 
or a
combination of cash, deferred compensation and Restricted Stock.
 
Section 3.
 
Indication of Preference or Election to Defer Award.
 
(a)
 
Incentive Compensation Plan.
 
If a Potential Participant prefers to defer under this
Plan
 
all
 
or
 
any
 
part
 
of
 
the
 
Award
 
to
 
which
 
a
 
notice
 
received
 
under
 
Section
 
2(a)
 
 
Exhibit 10.19.1
 
12
 
pertains,
 
the
 
Potential
 
Participant
 
must
 
indicate
 
such
 
preference,
 
in
 
a
 
manner
prescribed by
 
the
 
Plan
 
Administrator,
 
(i)
 
if
 
the
 
Potential
 
Participant
 
is
 
subject to
section
 
16
 
of
 
the
 
Exchange
 
Act,
 
to
 
the
 
Committee,
 
or
 
(ii)
 
if
 
the
 
Potential
Participant
 
is
 
not
 
subject
 
to
 
section
 
16
 
of
 
the
 
Exchange
 
Act,
 
to
 
the
 
CEO.
 
The
Potential Participant’s
 
preference must be received on
 
or before October 31
 
of the
year
 
in
 
which
 
said
 
Section
 
2(a)
 
notice
 
was
 
received.
 
Such
 
indication
 
must
 
state
the
 
portion
 
of
 
the
 
Award
 
the
 
Potential
 
Participant
 
desires
 
to
 
be
 
deferred.
 
If
 
an
indication is
 
not received by
 
October 31, the
 
Potential Participant
 
will be deemed
to have elected
 
to receive
 
and not to
 
defer any such
 
Incentive Compensation Plan
award.
Such
 
indication
 
of
 
preference,
 
if
 
accepted,
 
becomes
 
irrevocable
 
on
November 1
 
of the
 
year in
 
which the
 
indication is
 
submitted to
 
the Committee
 
or
CEO, except that, in the event of any of the following:
(i)
 
the
 
Employee
 
is
 
demoted
 
to
 
a
 
job
 
classification/grade
 
that
 
is
 
no
 
longer
eligible to receive an Award
 
from an Incentive Compensation Plan,
(ii)
 
the
 
Employee’s
 
employment
 
status
 
is
 
classified
 
to
 
a
 
status
 
other
 
than
regular full-time or its equivalent, or
(iii)
 
the Employee
 
is receiving
 
Unavoidable Absence
 
Benefits (UAB)
 
pay such
that
 
the
 
pay
 
received
 
is
 
less
 
than
 
his/her
 
pay
 
had
 
been
 
prior
 
to
 
being
 
on
UAB,
the
 
Employee
 
can
 
request,
 
subject
 
to
 
approval
 
by
 
the
 
Plan
 
Administrator,
 
that
his/her indication
 
of preference
 
to defer,
 
whether approved
 
or not,
 
be revoked
 
for
that Incentive Compensation Plan Award.
The
 
Committee
 
or
 
CEO,
 
as
 
applicable,
 
shall
 
consider
 
such
 
indication
 
of
preference as submitted
 
and shall decide
 
whether to accept
 
or reject the
 
preference
expressed.
(b)
 
Restricted
 
Stock
 
and
 
Restricted
 
Stock
 
Unit
 
Awards
 
Lapsing.
 
If
 
a
 
Potential
Participant
 
prefers
 
to
 
delay
 
the
 
lapsing
 
of
 
the
 
restrictions
 
on
 
part
 
or
 
all
 
of
 
the
shares
 
of
 
Restricted
 
Stock
 
and/or
 
Restricted
 
Stock
 
Units
 
to
 
which
 
a
 
notice
received under
 
Section 2(b)
 
pertains, the
 
Potential Participant
 
must indicate
 
such
preference
 
in
 
a
 
manner
 
prescribed
 
by
 
the
 
Plan
 
Administrator,
 
(i)
 
if
 
the
 
Potential
Participant is subject
 
to section
 
16 of
 
the Exchange
 
Act, to
 
the Committee,
 
or (ii)
 
 
Exhibit 10.19.1
 
13
 
if the Potential
 
Participant is not
 
subject to section
 
16 of the
 
Exchange Act, to
 
the
CEO.
 
The
 
Potential
 
Participant’s
 
preference
 
must
 
state
 
the
 
percentage
 
of
 
the
shares and/or
 
units on
 
which the
 
lapsing is
 
to be
 
delayed.
 
If an
 
indication
 
is not
received by
 
October 31,
 
the Potential
 
Participant will
 
be deemed
 
to have
 
elected
to
 
have
 
the
 
restrictions
 
lapsed
 
if
 
the
 
Compensation
 
Committee
 
takes
 
action
 
to
lapse
 
restrictions
 
or
 
as
 
specified
 
under
 
the
 
terms
 
of
 
the
 
Special
 
Restricted
 
Stock
and/or Restricted Stock
 
Unit Awards.
 
If the Potential
 
Participant prefers to
 
delay
the
 
lapsing
 
of
 
the
 
restrictions
 
on
 
part
 
or
 
all
 
of
 
the
 
shares
 
of
 
Restricted
 
Stock
 
or
Restricted Stock
 
Units awarded
 
under an
 
Incentive Compensation
 
Plan, the
 
Long
Term
 
Incentive
 
Compensation
 
Plan,
 
a
 
Long
 
Term
 
Incentive
 
Plan,
 
or
 
Strategic
Incentive
 
Plan,
 
those
 
shares
 
and/or
 
units
 
will
 
be
 
subject
 
to
 
another
 
indication
 
of
preference in
 
the following
 
year.
 
If the
 
Potential Participant
 
prefers to
 
delay the
lapsing
 
of
 
the
 
restrictions
 
on
 
part
 
or
 
all
 
of
 
the
 
shares
 
of
 
Restricted
 
Stock
 
or
Restricted Stock
 
Units from
 
Special Stock
 
Awards,
 
those shares
 
and/or units
 
will
remain restricted
 
and the
 
Employee will
 
receive a
 
notice to
 
indicate a
 
preference
for such
 
shares when
 
the Employee
 
is or
 
will be
 
55 years
 
of age
 
or older
 
prior to
the end of the calendar year as specified in Section 2(b)(i).
 
(c)
 
Restricted
 
Stock
 
or
 
Restricted
 
Stock
 
Unit
 
Deferral.
 
If
 
a
 
Potential
 
Participant
prefers to defer under
 
this Plan the
 
value of all or
 
any part of the
 
Restricted Stock
or Restricted
 
Stock Units
 
to which
 
a notice
 
received under
 
Section 2(c)
 
pertains,
the Potential Participant
 
must indicate such
 
preference, in a
 
manner prescribed by
the
 
Plan
 
Administrator,
 
(i)
 
if
 
the
 
Potential
 
Participant
 
is
 
subject
 
to
 
section
 
16
 
of
the
 
Exchange
 
Act,
 
to
 
the
 
Committee,
 
or
 
(ii)
 
if
 
the
 
Potential
 
Participant
 
is
 
not
subject
 
to
 
section
 
16
 
of
 
the
 
Exchange
 
Act,
 
to
 
the
 
CEO.
 
The
 
Potential
Participant’s
 
preference must
 
be received
 
on or
 
before October
 
31 of
 
the
 
year in
which
 
said
 
Section
 
2(c)
 
notice
 
was
 
received.
 
Such
 
indication
 
must
 
state
 
the
portion of the value of the Restricted Stock
 
or Restricted Stock Units the Potential
Participant desires
 
to be
 
deferred.
 
If an
 
indication is
 
not received
 
by October
 
31,
the Potential
 
Participant
 
will
 
be deemed
 
to have
 
elected to
 
receive
 
any
 
shares or
units for which the restrictions
 
are lapsed.
 
Such indication of preference becomes
irrevocable on November
 
1 of the
 
year in which
 
the indication is
 
submitted to the
Committee
 
or
 
CEO.
 
The
 
Committee
 
or
 
CEO,
 
as
 
applicable, shall
 
consider
 
such
 
 
 
Exhibit 10.19.1
 
14
 
indication of
 
preference as
 
submitted and
 
shall decide
 
whether to
 
accept or
 
reject
the
 
preference
 
expressed.
 
A
 
deferral
 
of
 
the
 
value
 
of
 
the
 
Restricted
 
Stock
 
or
Restricted Stock Units will
 
be paid under the terms
 
of Section 5(b)(i) hereof in
 
10
annual
 
installments
 
commencing
 
about
 
one
 
year
 
after
 
Retirement
 
at
 
age
 
55
 
or
above,
 
but
 
subject
 
to
 
revision
 
under
 
the
 
terms
 
of
 
this
 
Plan.
 
Such
 
approved
indication of
 
preference shall
 
also apply
 
to any
 
Restricted Stock
 
Units granted
 
in
exchange
 
for
 
shares
 
of
 
Restricted
 
Stock
 
pursuant
 
to
 
the
 
Exchange
 
offer
 
initiated
by the Company on December 17, 2001.
(d)
 
Lump
 
Sum
 
Distribution
 
from
 
Non-Qualified
 
Retirement
 
Plans.
 
If
 
a
 
Potential
Participant prefers to defer under
 
this Plan all or
 
part of the lump
 
sum distribution
to
 
which
 
Section
 
2(d)
 
pertains,
 
the
 
Potential
 
Participant
 
must
 
indicate
 
such
preference, in
 
a manner
 
prescribed by
 
the
 
Plan Administrator,
 
(i) if
 
the Potential
Participant is subject to section 16 of the Exchange Act, to the Committee or (ii) if
the
 
Potential
 
Participant
 
is
 
not
 
subject
 
to
 
section
 
16
 
of
 
the
 
Exchange
 
Act,
 
to
 
the
CEO.
 
The
 
Potential
 
Participant’s
 
preference
 
must
 
be
 
received
 
in
 
the
 
period
beginning
 
90
 
days
 
prior
 
to
 
and
 
ending
 
no
 
less
 
than
 
30
 
days
 
prior
 
to
 
the
 
date
 
of
commencement
 
of
 
retirement
 
benefits
 
under
 
such
 
plans.
 
Such
 
indication
 
must
state the
 
portion
 
of the
 
lump
 
sum distribution
 
the Potential
 
Participant desires
 
to
be deferred.
 
The Committee or CEO, as applicable, shall consider such indication
of
 
preference
 
as
 
submitted
 
and
 
shall
 
decide
 
whether
 
to
 
accept
 
or
 
reject
 
the
preference
 
expressed
 
as
 
soon
 
as
 
practicable.
 
Such
 
indication
 
of
 
preference,
 
if
accepted, becomes irrevocable on the date of such acceptance.
(e)
 
Lump
 
Sum
 
from
 
Defined
 
Contribution
 
Makeup
 
Plan.
 
If
 
a
 
Potential
 
Participant
prefers to defer under this
 
Plan all or part of
 
the lump sum cash payment
 
to which
Section 2(e) pertains,
 
the Potential
 
Participant must
 
indicate such preference,
 
in a
manner
 
prescribed
 
by
 
the
 
Plan
 
Administrator,
 
(i)
 
if
 
the
 
Potential
 
Participant
 
is
subject to section 16 of
 
the Exchange Act, to the Committee
 
or (ii) if the Potential
Participant
 
is
 
not
 
subject
 
to
 
section
 
16
 
of
 
the
 
Exchange
 
Act,
 
to
 
the
 
CEO.
 
The
Potential
 
Participant’s
 
preference
 
must
 
be
 
received
 
in
 
the
 
period
 
beginning
 
365
days prior to
 
and ending
 
no less than
 
90 days
 
prior to
 
the Participant’s
 
retirement
date at
 
age 55
 
or above
 
except that
 
if
 
a Potential
 
Participant is
 
notified of
 
layoff
during
 
or
 
after
 
the
 
year
 
in
 
which
 
the
 
Potential
 
Participant
 
reaches
 
age
 
50,
 
the
 
 
Exhibit 10.19.1
 
15
 
Potential
 
Participant’s
 
preference
 
must
 
be
 
received
 
no
 
later
 
than
 
30
 
days
 
after
being notified
 
of layoff.
 
Such indication
 
must state
 
the portion
 
of the
 
lump
 
sum
payment the Potential Participant
 
desires to be deferred.
 
The Committee or CEO,
as applicable,
 
shall consider
 
such indication
 
of preference
 
as submitted
 
and shall
decide whether to accept or
 
reject the preference expressed as
 
soon as practicable.
 
Such
 
indication
 
of
 
preference,
 
if
 
accepted,
 
becomes
 
irrevocable
 
on
 
the
 
date
 
of
such
 
acceptance.
 
A
 
deferral
 
of
 
the
 
lump
 
sum
 
from
 
the
 
Defined
 
Contribution
Makeup Plan
 
will
 
be paid
 
under the
 
terms of
 
Section 5(b)(i)
 
hereof in
 
10 annual
installments commencing about
 
one year after
 
Retirement at
 
age 55 or
 
above, but
subject to revision under the terms of the Plan.
(f)
 
Salary
 
Reduction.
 
If
 
a
 
Potential
 
Participant
 
elects
 
to
 
voluntarily
 
reduce
 
Salary
and
 
receive
 
an
 
Award
 
hereunder
 
in
 
lieu
 
thereof,
 
the
 
Potential
 
Participant
 
must
make an election, in the manner prescribed by the Plan Administrator,
 
which must
be received on or
 
before October 31 prior
 
to the beginning of
 
the calendar year of
the elected deferral
 
or for Newhire
 
Employees as
 
soon as practicable
 
within a 30-
day
 
period
 
after
 
their
 
first
 
day
 
of
 
employment
 
or
 
reemployment.
 
Such
 
election
must be
 
in writing
 
signed by
 
the Potential
 
Participant, and
 
must state
 
the amount
of
 
the
 
salary
 
reduction
 
the
 
Potential
 
Participant
 
elects.
 
Such
 
election
 
becomes
irrevocable
 
on
 
October
 
31
 
prior
 
to
 
the
 
beginning
 
of
 
the
 
calendar
 
year
 
or
 
for
Newhire Employees after
 
the 30-day period
 
after their first
 
day of employment
 
or
reemployment, except that in the event of any of the following:
(i)
 
the Employee is demoted to a job classification/grade that is no longer
eligible to receive an Award
 
from an Incentive Compensation Plan,
(ii)
 
the Employee’s employment status is classified to a status other than
regular full-time or its equivalent, or
(iii)
 
the Employee is receiving Unavoidable Absence Benefits (UAB) pay such
that the pay received is less than his/her pay had been prior to being on
UAB,
the Employee can request, subject to approval by
 
the Plan Benefits Administrator,
that
 
his/her
 
election
 
to
 
voluntarily
 
reduce
 
his/her
 
salary
 
be
 
revoked
 
for
 
the
remainder of the calendar year.
 
 
 
Exhibit 10.19.1
 
16
 
 
An
 
Award
 
in
 
lieu
 
of
 
voluntarily
 
reduced
 
salary
 
will
 
be
 
paid
 
under
 
the
terms of
 
Section
 
5(b)(i)
 
hereof in
 
10
 
annual installments
 
commencing about
 
one
year after Retirement at age 55 or above, but subject to revision under the terms of
the Plan.
(g)
 
Performance Based Incentive
 
Award.
 
The Potential Participant
 
who is eligible
 
to
receive
 
a
 
Performance
 
Based
 
Incentive
 
Award
 
in
 
the
 
immediately
 
following
calendar
 
year,
 
must
 
indicate
 
a
 
preference,
 
in
 
a
 
manner
 
prescribed
 
by
 
the
 
Plan
Administrator,
 
(i)
 
if
 
the
 
Potential
 
Participant
 
is
 
subject
 
to
 
section
 
16
 
of
 
the
Exchange Act,
 
to the
 
Committee, or
 
(ii) if
 
the Potential
 
Participant is
 
not subject
to
 
section
 
16
 
of
 
the
 
Exchange
 
Act,
 
to
 
the
 
CEO.
 
The
 
Potential
 
Participant’s
preference
 
must
 
be
 
received
 
on
 
or
 
before
 
October
 
31
 
of
 
the
 
year
 
in
 
which
 
said
Section
 
2(g)
 
notice
 
was
 
received.
 
Such
 
indication
 
must
 
state
 
the
 
portion
 
of
 
the
award the Potential Participant desires to be in cash, the portion to be deferred and
the portion
 
to be
 
in Restricted
 
Stock.
 
If an
 
indication is
 
not received
 
by October
31 the Potential Participant will be deemed to have elected to
 
receive the award as
cash.
 
Such
 
indication
 
of
 
preference
 
becomes
 
irrevocable
 
on
 
November
 
1
 
of
 
the
year
 
in
 
which
 
the
 
indication
 
is
 
submitted
 
to
 
the
 
Committee
 
or
 
CEO.
 
The
Committee or
 
CEO, as
 
applicable, shall
 
consider such
 
indication of
 
preference as
submitted and shall decide whether to accept or reject the preference expressed.
 
Section 4.
 
Deferred Compensation Accounts.
 
(a)
 
Credit
 
for
 
Deferral.
 
Amounts
 
deferred
 
pursuant
 
to
 
Section
 
3(a)
 
and
 
Section
5(h)(1)
 
will
 
be
 
credited
 
to
 
the
 
Participant’s
 
Deferred
 
Compensation
 
Account
 
as
soon
 
as
 
practicable,
 
but
 
not
 
less
 
than
 
30
 
days
 
after
 
the
 
Settlement
 
Date
 
of
 
the
Incentive
 
Compensation
 
Plan.
 
Amounts
 
deferred
 
pursuant
 
to
 
Section
 
3(c)
 
and
Section 5(h)(2) will be credited,
 
as applicable, as soon as
 
practicable, but not later
than 30 days after the date as of
 
which the restrictions lapse at the market value
 
of
the underlying
 
Restricted Stock
 
or the
 
shares represented
 
by the
 
Restricted Stock
Units
 
awarded under
 
an
 
Incentive
 
Compensation
 
Plan,
 
the
 
Long
 
Term
 
Incentive
Compensation
 
Plan,
 
a
 
Long
 
Term
 
Incentive
 
Plan
 
or
 
a
 
Strategic
 
Incentive
 
Plan
Performance Period
 
which began
 
prior to
 
January 1,
 
2003.
 
For this
 
purpose, the
 
 
Exhibit 10.19.1
 
17
 
market value
 
of the
 
underlying
 
Restricted Stock
 
or the
 
shares represented
 
by the
Restricted
 
Stock
 
Units,
 
as
 
applicable,
 
shall
 
be
 
based
 
on
 
the
 
higher
 
of
 
(i)
 
the
average of the high
 
and low selling
 
prices of the Stock
 
on the date the
 
restrictions
lapse or the last trading day before
 
the day the restrictions lapse if
 
such date is not
a trading
 
day or
 
(ii) the
 
average of
 
the high
 
three monthly
 
Fair Market
 
Values
 
of
the
 
Stock
 
during
 
the
 
twelve
 
calendar
 
months
 
preceding
 
the
 
month
 
in
 
which
 
the
restrictions lapse.
 
The monthly
 
Fair Market
 
Value
 
of the
 
Stock is
 
the average
 
of
the daily Fair Market Value
 
of the Stock for each trading day of the month.
The
 
market
 
value
 
of
 
the
 
underlying
 
Restricted
 
Stock
 
or
 
the
 
shares
represented by
 
the Restricted
 
Stock Units
 
awarded under
 
a Long
 
Term
 
Incentive
Plan,
 
under
 
an
 
Incentive
 
Compensation
 
Plan
 
that
 
began
 
on
 
or
 
after
 
January
 
1,
2003, under
 
an Omnibus
 
Securities Plan
 
(with regard
 
to awards
 
made on
 
or after
January 1,
 
2003), and
 
for the
 
Special Stock
 
Awards
 
issued on
 
October 22,
 
2002,
shall be
 
the monthly
 
average Fair
 
Market Value
 
of the
 
Stock during
 
the calendar
month
 
preceding
 
the
 
month
 
in
 
which
 
the
 
restrictions
 
lapse
 
or
 
shares
 
are
 
to
 
be
delivered as
 
applicable.
 
The monthly
 
average Fair
 
Market Value
 
of the
 
Stock is
the average of the daily Fair Market Value
 
of the Stock for each trading day of the
month.
The
 
daily
 
Fair
 
Market
 
Value
 
of
 
the
 
Stock
 
shall
 
be
 
deemed
 
equal
 
to
 
the
average
 
of
 
the
 
high
 
and
 
low
 
selling
 
prices
 
of
 
the
 
Stock
 
on
 
the
 
New
 
York
 
Stock
Exchange.
Amounts
 
deferred
 
pursuant
 
to
 
Section
 
3(e)
 
and
 
3(f)
 
and
 
Section
 
5(h)(3)
will
 
be
 
credited
 
to
 
the
 
Participant’s
 
Deferred
 
Compensation
 
Account
 
as
 
soon
 
as
practicable,
 
but
 
not
 
later
 
than
 
30
 
days
 
after
 
the
 
cash
 
payment
 
would
 
have
 
been
made had it
 
not been
 
deferred.
 
Amounts deferred
 
pursuant to other
 
provisions of
this
 
Plan
 
shall be
 
credited
 
as
 
soon
 
as
 
practicable
 
but
 
not
 
later
 
than
 
30
 
days
 
after
the date the Award would
 
otherwise be payable.
(b)
 
Designation
 
of
 
Investments.
 
The
 
amount
 
in
 
each
 
Participant’s
 
Deferred
Compensation
 
Account
 
shall
 
be
 
deemed
 
to
 
have
 
been
 
invested
 
and
 
reinvested
from time
 
to time,
 
in such
 
“eligible securities”
 
as the
 
Participant shall
 
designate.
 
Prior
 
to
 
or
 
in
 
the
 
absence
 
of
 
a
 
Participant’s
 
designation,
 
the
 
Company
 
shall
designate an “eligible security” in
 
which the Participant’s
 
Deferred Compensation
 
Exhibit 10.19.1
 
18
 
Account shall
 
be deemed
 
to have
 
been invested
 
until designation
 
instructions are
received from the Participant. Eligible securities are those securities designated by
the
 
Chief
 
Financial
 
Officer
 
of
 
the
 
Company,
 
or
 
his
 
successor.
 
The
 
Chief
Financial Officer
 
of the
 
Company may
 
include as
 
eligible securities,
 
stocks listed
on
 
a
 
national
 
securities
 
exchange,
 
and
 
bonds,
 
notes,
 
debentures,
 
corporate
 
or
governmental,
 
either
 
listed
 
on
 
a
 
national
 
securities
 
exchange
 
or
 
for
 
which
 
price
quotations
 
are
 
published
 
in
 
The
 
Wall
 
Street
 
Journal
 
and
 
shares
 
issued
 
by
investment
 
companies
 
commonly
 
known
 
as
 
“mutual
 
funds”.
 
The
 
Participant’s
Deferred
 
Compensation
 
Account
 
will
 
be
 
adjusted
 
to
 
reflect
 
the
 
deemed
 
gains,
losses,
 
and
 
earnings
 
as
 
though
 
the
 
amount
 
deferred
 
was
 
actually
 
invested
 
and
reinvested
 
in
 
the
 
eligible
 
securities
 
for
 
the
 
Participant’s
 
Deferred
 
Compensation
Account.
 
Notwithstanding
 
anything
 
to
 
the
 
contrary
 
in
 
this
 
Section
 
4(b),
 
in
 
the
event the
 
Company
 
(or
 
any
 
trust maintained
 
for this
 
purpose) actually
 
purchases
or sells such
 
securities in the
 
quantities and at
 
the times the
 
securities are deemed
to
 
be
 
purchased
 
or
 
sold
 
for
 
a
 
Participant’s
 
Deferred
 
Compensation
 
Account,
 
the
Account shall be adjusted accordingly to reflect the price actually paid or received
by
 
the
 
Company
 
for
 
such
 
securities
 
after
 
adjustment
 
for
 
all
 
transaction
 
expenses
incurred (including without limitation brokerage fees and stock transfer taxes).
 
In
 
the
 
case
 
of
 
any
 
deemed
 
purchase
 
not
 
actually
 
made
 
by
 
the
Company,
 
the
 
Deferred
 
Compensation
 
Account
 
shall
 
be
 
charged
 
with
 
a
 
dollar
amount
 
equal
 
to
 
the
 
quantity
 
and
 
kind
 
of
 
securities
 
deemed
 
to
 
have
 
been
purchased
 
multiplied
 
by
 
the
 
fair
 
market
 
value
 
of
 
such
 
security
 
on
 
the
 
date
 
of
reference and shall
 
be credited with
 
the quantity and
 
kind of securities
 
so deemed
to have been
 
purchased.
 
In the case
 
of any deemed
 
sale not actually
 
made by the
Company,
 
the
 
account
 
shall
 
be
 
charged
 
with
 
the
 
quantity
 
and
 
kind
 
of
 
securities
deemed to have
 
been sold, and
 
shall be credited
 
with a dollar
 
amount equal to
 
the
quantity
 
and
 
kind
 
of
 
securities
 
deemed
 
to
 
have
 
been
 
sold
 
multiplied
 
by
 
the
 
fair
market value of
 
such security
 
on the date
 
of reference.
 
As used in
 
this paragraph
“fair market
 
value” means
 
in the
 
case of
 
a listed
 
security the
 
closing price
 
on the
date of reference,
 
or if there
 
were no sales
 
on such
 
date, then the
 
closing price on
the
 
nearest
 
preceding
 
day
 
on
 
which
 
there
 
were
 
such
 
sales,
 
and
 
in
 
the
 
case
 
of
 
an
 
 
 
Exhibit 10.19.1
 
19
 
unlisted
 
security
 
the
 
mean
 
between
 
the
 
bid
 
and
 
asked
 
prices
 
on
 
the
 
date
 
of
reference, or
 
if no
 
such prices
 
are available
 
for such
 
date, then
 
the mean
 
between
the
 
bid
 
and
 
asked
 
prices
 
to
 
the
 
nearest
 
preceding
 
day
 
for
 
which
 
such
 
prices
 
are
available.
 
The
 
Chief
 
Financial
 
Officer
 
of
 
the
 
Company
 
may
 
also
 
designate
 
a
third
 
party
 
to
 
provide
 
services
 
that
 
may
 
include
 
record
 
keeping,
 
Participant
accounting,
 
Participant
 
communication,
 
payment
 
of
 
installments
 
to
 
the
Participant,
 
tax
 
reporting,
 
and
 
any
 
other
 
services
 
specified
 
by
 
the
 
Company
 
in
agreement with such third party.
(c)
 
Payments.
 
A Participant’s
 
Deferred Compensation Account
 
shall be debited
 
with
respect
 
to
 
payments
 
made
 
from
 
the
 
account
 
pursuant
 
to
 
this
 
Plan
 
as
 
of
 
the
 
date
such payments are made from the account.
 
The payment shall be made as soon as
practicable, but no later than 30 days, after the installment payment date.
 
If
 
any
 
person
 
to
 
whom
 
a
 
payment
 
is
 
due
 
hereunder
 
is
 
under
 
legal
disability as
 
determined in
 
the sole
 
discretion of
 
the Plan
 
Administrator,
 
the Plan
Administrator
 
shall
 
have
 
the
 
power
 
to
 
cause
 
the
 
payment
 
due
 
such
 
person
 
to
 
be
made
 
to
 
such
 
person’s
 
guardian
 
or
 
other
 
legal
 
representative
 
for
 
the
 
person’s
benefit,
 
and
 
such
 
payment
 
shall
 
constitute
 
a
 
full
 
release
 
and
 
discharge
 
of
 
the
Company, the Plan Administrator,
 
and any fiduciary of the Plan.
(d)
 
Statements.
 
At
 
least
 
one
 
time
 
per
 
year
 
the
 
Plan
 
Administrator
 
(or
 
a
 
third
 
party
acting for the Plan Administrator) will furnish each Participant a written statement
setting
 
forth
 
the
 
current
 
balance
 
in
 
the
 
Participant’s
 
Deferred
 
Compensation
Account, the amounts
 
credited or
 
debited to
 
such account
 
since the
 
last statement
and
 
the
 
payment
 
schedule
 
of
 
deferred
 
Awards,
 
and
 
deemed
 
gains,
 
losses,
 
and
earnings accrued
 
thereon as
 
provided by
 
the deferred
 
payment option
 
selected by
the Participant.
 
This provision shall be deemed satisfied if
 
the Plan Administrator
(or
 
a
 
third
 
party
 
acting
 
for
 
the
 
Plan
 
Administrator)
 
makes
 
such
 
information
available
 
through
 
electronic
 
means,
 
such
 
as
 
a
 
web
 
site,
 
and
 
informs
 
affected
Participants of the availability of the information and the manner of accessing it.
 
 
 
 
Exhibit 10.19.1
 
20
 
Section 5.
 
Payments from Deferred Compensation Accounts.
 
(a)
 
Election
 
of
 
Method
 
of
 
Payment for
 
an
 
Incentive Compensation
 
Plan
 
Award.
 
At
the time
 
a Potential
 
Participant submits
 
an indication
 
of preference
 
to defer
 
all or
any
 
part
 
of
 
an
 
Award
 
under
 
an
 
Incentive
 
Compensation
 
Plan
 
as
 
provided
 
in
Section
 
3(a)
 
above,
 
the
 
Potential
 
Participant
 
shall
 
also
 
elect
 
in
 
a
 
manner
prescribed by the
 
Plan Administrator,
 
which of the
 
payment options, provided
 
for
in Paragraph (b)
 
of this Section,
 
shall apply to
 
the deferred portion
 
of said Award
adjusted
 
for
 
any
 
deemed
 
gains,
 
losses,
 
and
 
earnings
 
accrued
 
thereon
 
credited
 
to
the
 
Participant’s
 
Deferred
 
Compensation
 
Account
 
under
 
this
 
Plan.
 
Subject
 
to
Paragraphs
 
(e),
 
(g),
 
and
 
(h)
 
of
 
this
 
Section,
 
if
 
the
 
Committee
 
or
 
CEO,
 
as
appropriate,
 
accepts
 
the
 
Potential
 
Participant’s
 
indication
 
of
 
preference,
 
the
election
 
of
 
the
 
method
 
of
 
payment
 
of
 
the
 
amount
 
deferred
 
shall
 
become
irrevocable.
(b)
 
Payment Options.
 
A Potential Participant may elect, using an Election
 
Form or in
such
 
other
 
manner
 
prescribed
 
by
 
the
 
Plan
 
Administrator,
 
to
 
have
 
the
 
deferred
portion of an Incentive Compensation
 
Plan Award
 
adjusted for any deemed gains,
losses, and earnings accrued thereon paid:
(i)
 
(Post-Retirement)
 
in
 
1
 
to
 
15
 
annual
 
installments,
 
in
 
2
 
to
 
30
 
semi-annual
installments,
 
or in
 
4 to
 
60
 
quarterly installments,
 
the payment
 
of
 
the
 
first
of
 
any
 
of
 
such
 
installments
 
to
 
commence
 
on
 
the
 
first
 
day
 
of
 
the
 
first
calendar
 
quarter
 
which
 
is
 
on
 
or
 
after
 
the
 
first
 
anniversary
 
of
 
(x)
 
the
Potential Participant’s
 
first day of Retirement at
 
age 55 or above (or at
 
age
50
 
or
 
above
 
for
 
a
 
Heritage
 
Conoco
 
Employee
 
who
 
was
 
employed
 
by
Conoco Inc.
 
or its
 
affiliates
 
on August
 
30, 2002
 
if such
 
Heritage Conoco
Employee
 
is
 
eligible
 
for
 
early
 
retirement
 
under
 
the
 
Retirement
 
Plan
 
of
Conoco) or
 
(y) the
 
Potential
 
Participant’s
 
first day
 
of Layoff
 
at age
 
50 or
above, or
(ii)
 
(Date
 
Certain)
 
with
 
regard
 
only
 
to
 
the
 
deferred
 
portion
 
of
 
an
 
Incentive
Compensation
 
Award,
 
in
 
1
 
to
 
15
 
annual
 
installments,
 
in
 
2
 
to
 
30
 
semi-
annual
 
installments,
 
or
 
in
 
4
 
to
 
60
 
quarterly
 
installments,
 
the
 
payment
 
of
the
 
first
 
of
 
any
 
of
 
such
 
installments
 
to
 
commence
 
on
 
the
 
first
 
day
 
of
 
 
 
 
 
Exhibit 10.19.1
 
21
 
calendar quarter which is designated
 
by the Participant, is at
 
least one year
after the
 
date on
 
which the
 
election is
 
made, and
 
is not
 
later than
 
the 65
th
 
birthday
 
of
 
the
 
Participant;
 
provided,
 
however,
 
that
 
in
 
the
 
event
 
of
termination
 
of
 
employment
 
from
 
the
 
Affiliated
 
Group
 
by
 
a
 
Heritage
Conoco
 
Employee
 
who
 
had
 
made
 
deferral
 
of
 
amounts
 
from
 
the
 
Conoco
Inc.
 
Global
 
Variable
 
Compensation
 
Plan,
 
the
 
balance
 
of
 
such
 
deferred
amounts (adjusted
 
for earnings,
 
gains, and
 
losses) shall
 
be paid
 
in a
 
lump
sum
 
as
 
soon
 
as
 
practicable
 
after
 
termination,
 
notwithstanding
 
an
installment election made pursuant to this Paragraph, or
(iii)
 
(Pre-
Retirement
)
 
otherwise,
 
in
 
a
 
lump
 
sum
 
paid
 
as
 
soon
 
as
 
practicable
following
 
the
 
Participant’s
 
termination
 
from
 
employment
 
with
 
the
Affiliated Group.
(iv)
 
In the event that no election is properly and timely made with regard to the
time and method of payment under Section 5(b)(i) or (ii), payment shall be
made
 
in
 
10
 
annual
 
installments,
 
the
 
payment
 
of
 
the
 
first
 
of
 
any
 
of
 
such
installments
 
to
 
commence
 
on
 
the
 
first
 
day
 
of
 
the
 
first
 
calendar
 
quarter
which is
 
on or
 
after the
 
first anniversary
 
of (x)
 
the Potential
 
Participant’s
first
 
day
 
of
 
Retirement
 
at
 
age
 
55
 
or
 
above
 
(or
 
at
 
age
 
50
 
or
 
above
 
for
 
a
Heritage
 
Conoco
 
Employee
 
who
 
was
 
employed
 
by
 
Conoco
 
Inc.
 
or
 
its
affiliates
 
on
 
August
 
30,
 
2002
 
if
 
such
 
Heritage
 
Conoco
 
Employee
 
is
eligible
 
for
 
early
 
retirement
 
under the
 
Retirement
 
Plan
 
of
 
Conoco)
 
or
 
(y)
the Potential Participant’s first day of Layoff at age 50 or above.
(c)
 
Election
 
of
 
Method
 
of
 
Payment
 
of
 
the
 
Value
 
of
 
Restricted
 
Stock
 
and
 
Restricted
Stock Units.
 
As provided
 
in Section
 
3(c) above,
 
a deferral
 
of the
 
value of
 
all or
part of the
 
Restricted Stock or
 
Restricted Stock Units
 
will be considered
 
payment
option (b)(i) of this Section subject to Paragraphs (e) and (g) of this Section.
(d)
 
Election of
 
Method of
 
Payment of
 
a Lump
 
Sum Distribution
 
from Non-Qualified
Retirement
 
Plans.
 
At
 
the
 
time
 
a
 
Potential
 
Participant
 
submits
 
an
 
indication
 
of
preference to defer
 
all or
 
part of the
 
lump sum distribution
 
as provided in
 
Section
3(d) above, the Potential
 
Participant shall also
 
elect in a manner
 
prescribed by the
Plan
 
Administrator
 
which
 
payment
 
option
 
shall
 
apply
 
to
 
the
 
deferred
 
lump
 
sum
adjusted for
 
any gains,
 
losses, and
 
earnings to
 
be accrued
 
thereon credited
 
to the
 
 
 
 
 
Exhibit 10.19.1
 
22
 
Participant’s
 
Deferred
 
Compensation
 
Account
 
under
 
this
 
Plan.
 
The
 
payment
options
 
are annual
 
installments
 
of not
 
less than
 
1 nor
 
more than
 
15, semi-annual
installments
 
of not
 
less than
 
2 nor
 
more than
 
30, or
 
quarterly installments
 
of not
less
 
than
 
4
 
nor
 
more
 
than
 
60.
 
The
 
first
 
installment
 
shall
 
commence
 
as
 
soon
 
as
practicable
 
after
 
any
 
date
 
specified
 
by
 
the
 
Potential
 
Participant,
 
so
 
long
 
as
 
such
date is the first day
 
of a calendar quarter
 
and is at least one
 
year and not later than
five years
 
from the
 
date the
 
payout option
 
was elected.
 
Subject to
 
Paragraph (g)
of
 
this
 
Section,
 
if
 
the
 
Committee
 
or
 
CEO,
 
as
 
appropriate,
 
accepts
 
the
 
Potential
Participant’s
 
indication
 
of
 
preference,
 
the
 
election
 
of
 
the
 
method
 
of
 
payment
 
of
the amount deferred shall become irrevocable.
(e)
 
Payment
 
Option
 
Revisions.
 
If
 
a
 
Section
 
5(b)(i)
 
payment
 
option
 
applies
 
to
 
any
part
 
of
 
the
 
balance
 
of
 
a
 
Participant’s
 
Deferred
 
Compensation
 
Account,
 
the
Participant may revise such payment option as follows:
(i)
 
Prior to Retirement.
 
The Participant at any time during a period beginning
365
 
days
 
prior
 
to
 
and
 
ending
 
90
 
days
 
prior
 
to
 
the
 
date
 
the
 
Participant
Retires
 
at
 
age
 
55
 
or
 
above
 
may,
 
with
 
respect
 
to
 
the
 
total
 
of
 
all
 
amounts
subject to
 
such payment
 
option at
 
the time
 
of the
 
Participant’s
 
Retirement
at
 
age
 
55
 
or
 
above,
 
in
 
the
 
manner
 
prescribed
 
by
 
the
 
Plan
 
Administrator,
revise such payment option and
 
elect one of the payment
 
options specified
in
 
(e)(iv)
 
of
 
this
 
Section
 
to
 
apply
 
to
 
such
 
total
 
amount
 
in
 
place
 
of
 
such
payment option.
(ii)
 
Upon Layoff.
 
If a Participant
 
who is eligible
 
to Retire or
 
who is Laid
 
Off
during or
 
after the
 
year in
 
which the
 
Participant reaches
 
age 50
 
is notified
of Layoff, the Participant may,
 
no later than 30 days after being notified of
Layoff,
 
in
 
the
 
manner
 
prescribed
 
by
 
the
 
Plan
 
Administrator,
 
revise
 
such
payment option and elect one of the payment options specified in (e)(iv) of
this Section to apply to such total amount in place of such payment option.
(iii)
 
If Disabled.
 
The Participant may at any time during a period from the date
of
 
the
 
beginning
 
of
 
the
 
qualifying
 
period
 
for
 
the
 
Company’s
 
Long
 
Term
Disability Plan
 
or similar
 
plan to
 
no later
 
than 90
 
days prior
 
to the
 
end of
such period, or within 30 days of the amendment of this Plan providing for
such election,
 
in the
 
manner
 
prescribed
 
by the
 
Plan
 
Administrator,
 
revise
 
 
 
 
Exhibit 10.19.1
 
23
 
such
 
payment
 
option
 
and
 
elect
 
one
 
of
 
the
 
payment
 
options
 
specified
 
in
(e)(iv) of
 
this
 
Section
 
to
 
apply
 
to
 
the
 
total
 
of
 
all amounts
 
subject
 
to
 
such
payment
 
option;
 
provided,
 
however,
 
that
 
after
 
the
 
payments
 
have
 
begun,
such payments
 
may be
 
made in
 
a different
 
manner if,
 
the
 
Participant due
to
 
an
 
unanticipated
 
emergency
 
caused
 
by
 
an
 
event
 
beyond
 
the
 
control
 
of
the
 
Participant
 
results
 
in
 
financial
 
hardship
 
to
 
the
 
Participant,
 
so
 
request
and the CEO gives written consent to the method of payment requested.
(iv)
 
Payment Options
 
After Revision.
 
If a Participant
 
revises a Section
 
5(b)(i)
payment option
 
as specified
 
in (e)(i),
 
(e)(ii), or
 
(e)(iii) of
 
this Section,
 
the
Participant
 
may
 
select
 
payments
 
in
 
annual
 
installments
 
of
 
not
 
less
 
than
 
1
nor more
 
than 15,
 
in semi-annual
 
installments of
 
not less
 
than 2
 
nor more
than
 
30,
 
or
 
in
 
quarterly
 
installments
 
of
 
not
 
less
 
than
 
4
 
nor
 
more
 
than
 
60,
with
 
the
 
first
 
installment
 
to
 
commence
 
as
 
soon
 
as
 
practicable
 
following
any date specified by the Participant so
 
long as such date is the
 
first day of
a calendar quarter, is on
 
or after the Participant’s
 
first day of Retirement at
age 55
 
or above
 
or the
 
first day
 
the Participant
 
is no
 
longer an
 
Employee
following Layoff, is at least
 
one year and no more than
 
five years from the
date the payment option was revised.
(f)
 
Installment
 
Amount.
 
The
 
amount
 
of
 
each
 
installment
 
shall
 
be
 
determined
 
by
dividing
 
the
 
balance
 
in
 
the
 
Participant’s
 
Deferred
 
Compensation
 
Account
 
as
 
of
the date
 
the installment
 
is to
 
be paid,
 
by the
 
number of
 
installments remaining
 
to
be paid (inclusive of the current installment).
(g)
 
Death
 
of
 
Participant.
 
Upon
 
the
 
death
 
of
 
a
 
Participant,
 
the
 
Participant’s
Beneficiary
 
or
 
Beneficiaries
 
designated
 
in
 
accordance
 
with
 
Section
 
7,
 
shall
receive
 
payments
 
in
 
accordance
 
with
 
the
 
payment
 
option
 
selected
 
by
 
the
Participant,
 
if
 
death
 
occurred
 
after
 
such
 
payments
 
had
 
commenced;
 
or
 
if
 
death
occurred before payments have commenced,
 
the Beneficiary may select
 
payments
in
 
annual
 
installments
 
of
 
not
 
less
 
than
 
1
 
nor
 
more
 
than
 
15,
 
in
 
semi-annual
installments of not less than 2 nor more than 30, or in quarterly installments of not
less
 
than
 
4
 
nor
 
more
 
than
 
60
 
with
 
the
 
first
 
installment
 
to
 
commence
 
as
 
soon
 
as
practicable following any
 
date specified by the
 
beneficiary so long
 
as such date
 
is
the first
 
day of
 
a calendar
 
quarter and
 
is at
 
least
 
one year
 
and no
 
more
 
than
 
five
 
 
Exhibit 10.19.1
 
24
 
years
 
from
 
the
 
date
 
the
 
payment
 
option
 
is
 
selected
 
and
 
is
 
not
 
later
 
than
 
the
 
date
the
 
deceased
 
Participant
 
would
 
have
 
been
 
age
 
65;
 
provided,
 
however,
 
such
payments
 
may
 
be
 
made
 
in
 
a
 
different
 
manner
 
if
 
the
 
Beneficiary
 
or
 
Beneficiaries
entitled to receive or receiving
 
such payments, due to an unanticipated
 
emergency
caused
 
by
 
an
 
event
 
beyond
 
the
 
control
 
of
 
the
 
beneficiary
 
or
 
beneficiaries
 
that
results
 
in
 
financial
 
hardship
 
to
 
the
 
Beneficiary
 
or
 
Beneficiaries,
 
so
 
requests
 
and
the CEO gives written consent to the method of payment requested.
(h)
 
Disability
 
of
 
Participant.
 
In
 
the
 
event
 
a
 
Participant
 
or
 
Employee
 
becomes
disabled, the
 
individual
 
may,
 
in the
 
period
 
from
 
the date
 
of the
 
beginning
 
of the
qualifying
 
period
 
for
 
the
 
Company’s
 
Long
 
Term
 
Disability
 
Plan
 
to no
 
later than
90
 
days
 
prior
 
to
 
the
 
end
 
of
 
such
 
period,
 
or
 
within
 
30
 
days
 
of
 
the
 
amendment
 
of
this Plan providing for such election, indicate a preference, in a manner prescribed
by the Plan Administrator, for any of the following:
(1)
 
To
 
defer
 
part
 
or
 
all
 
of
 
any
 
Incentive
 
Compensation
 
Plan
 
Award
 
the
Employee
 
is
 
eligible
 
to
 
receive
 
in
 
the
 
immediately
 
following
 
calendar
year,
(2)
 
To
 
defer
 
part
 
or
 
all
 
of
 
the
 
value
 
of
 
the
 
Stock
 
which
 
would
 
otherwise
 
be
delivered
 
to
 
the
 
Employee
 
when
 
the
 
restrictions
 
lapse
 
on
 
any
 
Restricted
Stock or Restricted Stock Units or Restricted Stock Units are settled, or
(3)
 
To
 
defer
 
part
 
or
 
all
 
of
 
the
 
value
 
from
 
their
 
account
 
under
 
the
 
Defined
Contribution Makeup
 
Plan which
 
would otherwise
 
be paid
 
as a
 
lump sum
to the Participant.
Such
 
indications
 
of
 
preference
 
shall
 
be
 
subject
 
to
 
approval
 
by
 
the
 
Committee
 
if
the
 
Potential
 
Participant
 
is
 
subject
 
to
 
section
 
16
 
of
 
the
 
Exchange
 
Act
 
or
 
by
 
the
CEO if
 
the Potential
 
Participant is
 
not subject
 
to section
 
16 of
 
the Exchange
 
Act.
 
The
 
Committee
 
or
 
CEO,
 
as
 
applicable,
 
shall
 
consider
 
such
 
indication
 
or
preference as submitted and shall decide whether to accept or reject the preference
expressed.
 
Such
 
indications
 
of
 
preference,
 
if
 
accepted,
 
become
 
irrevocable
 
on
 
the
date of such acceptance.
 
A deferral of any amount will be paid under
 
the terms of
Section
 
5(b)(i)
 
hereof
 
in
 
ten
 
(10)
 
annual
 
installments,
 
but
 
subject
 
to
 
revision
 
as
specified under the terms of this Plan.
 
 
 
Exhibit 10.19.1
 
25
 
(i)
 
Termination
 
of
 
Employment.
 
In
 
the
 
event
 
a
 
Participant’s
 
employment
 
with
 
the
Company,
 
any
 
Participating
 
Subsidiary,
 
or
 
any
 
other
 
subsidiary
 
of
 
the
 
Company
terminates
 
for
 
any
 
reason
 
other
 
than
 
death,
 
Retirement
 
at
 
age
 
55
 
or
 
above,
Disability,
 
or Layoff
 
during or
 
after the
 
year in
 
which the
 
Participant reaches
 
age
50,
 
the
 
entire
 
balance
 
of
 
the
 
Participant’s
 
Deferred
 
Compensation
 
Account
 
shall
be paid to the Participant in one lump
 
sum as soon as practicable after the date
 
the
Participant
 
terminates
 
employment,
 
except
 
that
 
a
 
Participant
 
who
 
becomes
employed
 
by
 
a
 
member
 
of
 
the
 
Affiliated
 
Group
 
immediately
 
after
 
terminating
employment with
 
the Company
 
or Participating
 
Subsidiary shall
 
not receive
 
their
benefit
 
under
 
the
 
Plan
 
until
 
the
 
Participant
 
terminates
 
employment
 
from
 
the
Affiliated
 
Group;
 
provided,
 
however,
 
the
 
Committee,
 
in
 
its
 
sole
 
discretion,
 
may
elect
 
to
 
make
 
such
 
payments
 
in
 
the
 
amounts
 
and
 
on
 
such
 
schedule
 
as
 
it
 
may
determine.
(j)
 
Rehire
 
of
 
Participant.
 
In
 
the
 
event
 
a
 
Participant
 
is
 
a
 
Rehired
 
Participant,
 
he/she
will
 
be
 
eligible
 
to
 
receive
 
notifications
 
as
 
specified
 
in
 
Section
 
2
 
and
 
will
 
be
eligible to
 
submit an
 
Indication of
 
Preference or
 
Election to
 
Defer as
 
specified in
Section
 
3,
 
if
 
the
 
Participant
 
agrees
 
to
 
the
 
suspension
 
of
 
payments
 
from
 
his/her
Deferred
 
Compensation
 
Account
 
during
 
the
 
period
 
of
 
reemployment
 
by
 
the
Company.
 
Upon
 
termination
 
of
 
reemployment,
 
such
 
payments
 
shall
 
resume
 
on
the same schedule as was in effect at the time the Participant previously Retired or
was Laid Off.
 
Section 6.
 
Special Provisions for Former ARCO Alaska Employees.
 
Notwithstanding any
 
provisions to
 
the contrary,
 
in order
 
to comply
 
with the
 
terms of
 
the
Master
 
Purchase
 
and
 
Sale
 
Agreement
 
(“Sale
 
Agreement”)
 
by
 
which
 
the
 
Company
acquired certain
 
Alaskan assets
 
of Atlantic
 
Richfield Company
 
(“ARCO”), a
 
Participant
who was eligible to participate in
 
the ARCO employee benefit plans immediately
 
prior to
becoming
 
an
 
Employee
 
and
 
who
 
was
 
not
 
employed
 
by
 
ARCO
 
Marine,
 
Inc.
 
(a
 
“former
ARCO
 
Alaska
 
employee”)
 
may,
 
in
 
a
 
manner
 
prescribed
 
by
 
the
 
Plan
 
Administrator,
indicate a preference or make an election:
(a)
 
To
 
reduce voluntarily salary and
 
receive an Award
 
in the amount
 
of the reduction
 
Exhibit 10.19.1
 
26
 
credited to, at the Employee’s
 
election, (i) an account under
 
this Plan or (ii) for
 
so
long
 
as
 
the
 
ARCO
 
Executive
 
Deferral
 
Plan
 
will
 
accept
 
such
 
deferrals
 
of
 
salary,
but
 
not
 
beyond
 
December
 
31,
 
2001,
 
an
 
account
 
under
 
the
 
ARCO
 
Executive
Deferral Plan; or
(b)
 
To
 
defer
 
any
 
Award
 
payable
 
to
 
a
 
former
 
ARCO
 
employee
 
who
 
is
 
involuntarily
terminated
 
prior
 
to
 
April
 
18,
 
2002,
 
in
 
lieu
 
of
 
a
 
target
 
ARCO
 
Annual
 
Incentive
Plan
 
(AIP)
 
award,
 
and
 
at
 
the
 
Employee’s
 
election
 
credit
 
the
 
Award
 
to
 
(i)
 
an
account under this Plan or (ii) to the ARCO Executive Deferral Plan; or
(c)
 
To
 
defer
 
the
 
Final
 
ARCO
 
Supplemental
 
Executive
 
Retirement
 
Plan
 
(SERP)
benefit that
 
will
 
be
 
calculated as
 
of
 
the
 
earlier
 
of
 
April 17,
 
2002, or
 
the
 
date
 
the
former ARCO employee voluntarily or involuntarily
 
terminates employment from
the
 
Company
 
or
 
any
 
Participating
 
Subsidiary
 
to
 
the
 
ARCO
 
Executive
 
Deferral
Plan; or
(d)
 
To
 
defer the
 
value of
 
the restricted
 
stock granted
 
on July
 
31, 2000,
 
to an
 
account
under
 
this
 
Plan
 
when
 
the
 
restrictions
 
lapse
 
on
 
July
 
31,
 
2001,
 
July
 
31,
 
2002,
 
and
July 31,
 
2003; provided
 
that such
 
indications of
 
preference shall
 
be made
 
in July
of
 
the
 
year
 
preceding
 
the
 
calendar
 
year
 
when
 
the
 
restrictions
 
are
 
scheduled
 
to
lapse
 
or
 
as
 
soon
 
as
 
practicable
 
after
 
July
 
31,
 
2000,
 
for
 
the
 
restrictions
 
on
 
the
shares that are to be lapsed on July 31, 2001; or
 
(e)
 
For a former
 
ARCO Alaska
 
employee who was
 
classified as a
 
grade 7 or
 
8 under
ARCO’s
 
job
 
classification
 
system
 
and
 
was
 
eligible
 
under
 
ARCO’s
 
Executive
Deferral Plan
 
to
 
voluntarily
 
reduce salary
 
and
 
defer
 
the
 
amount
 
of
 
the
 
voluntary
salary reduction and
 
who was classified
 
as a grade
 
31 or below
 
at that time
 
under
Phillips
 
Petroleum
 
Company’s
 
job
 
classification
 
system,
 
to
 
make
 
an
 
annual
election to
 
voluntarily reduce
 
salary and
 
defer the
 
amount of
 
the voluntary
 
salary
reduction for salary received from July 31, 2000, through December 31, 2000, and
for
 
the
 
five
 
years
 
from
 
2001
 
through
 
2005
 
and
 
receive
 
a
 
salary
 
deferral
 
credit
under this Plan.
 
All indications
 
of preference
 
in Sections
 
6(a), (b),
 
and (c)
 
are subject
 
to approval
 
by the
Compensation Committee
 
if the
 
Employee
 
is subject
 
to
 
section
 
16 of
 
the
 
Exchange Act
and by the CEO if the Employee is not subject to section 16 of the Exchange Act.
 
Exhibit 10.19.1
 
27
 
 
Section 7.
 
Designation of Beneficiary.
 
A Participant
 
may
 
designate
 
a
 
Beneficiary
 
or
 
Beneficiaries
 
to receive
 
the
 
entire
 
balance
of
 
the
 
Participant’s
 
Deferred
 
Compensation
 
Account
 
by
 
giving
 
signed
 
written
 
notice
 
of
such designation
 
to the
 
Plan Administrator
 
upon forms
 
supplied by
 
and delivered
 
to the
Plan
 
Administrator
 
and
 
may
 
revoke
 
such
 
designations
 
in
 
writing;
 
provided,
 
that
 
writing
and
 
signing
 
may
 
be
 
done
 
by
 
any
 
electronic
 
means
 
approved
 
by
 
the
 
Plan
 
Administrator.
 
The
 
Participant
 
may
 
from
 
time
 
to
 
time
 
change
 
or
 
cancel
 
any
 
previous
 
beneficiary
designation
 
in
 
the
 
same
 
manner.
 
The
 
last
 
beneficiary
 
designation
 
received
 
by
 
the
 
Plan
Administrator shall
 
be controlling
 
over any
 
prior
 
designation and
 
over any
 
testamentary
or
 
other
 
disposition.
 
After
 
acceptance
 
by
 
the
 
Plan
 
Administrator
 
of
 
such
 
written
designation, it
 
shall take
 
effect as
 
of the
 
date on
 
which it
 
was signed
 
by the
 
Participant,
whether the
 
Participant is
 
living at
 
the time
 
of such
 
receipt, but
 
without prejudice
 
to the
Company or
 
the CEO
 
on account of
 
any payment
 
made under
 
this Plan
 
before receipt of
such
 
designation.
 
If
 
no
 
designation
 
of
 
a
 
Beneficiary
 
is
 
on
 
file
 
with
 
the
 
Plan
Administrator
 
at
 
the
 
time
 
of
 
the
 
death
 
of
 
the
 
Participant
 
or
 
such
 
designation
 
is
 
not
effective
 
for
 
any
 
reason
 
as
 
determined
 
by
 
the
 
Plan
 
Administrator,
 
then,
 
for
 
purposes
 
of
this
 
Plan,
 
“Beneficiary”
 
shall
 
mean,
 
and
 
such
 
Benefits
 
shall
 
be
 
paid
 
to,
 
(i)
 
the
Participant's
 
surviving
 
spouse
 
as
 
of
 
the
 
Participant's
 
date
 
of
 
death,
 
or
 
(ii)
 
if
 
there
 
is
 
no
surviving spouse as of the Participant's date of death, the Participant’s estate.
 
Section 8.
 
Nonassignability.
 
The
 
interest
 
of
 
a
 
Participant
 
or
 
his
 
Beneficiary
 
or
 
Beneficiaries
 
hereunder
 
may
 
not
 
be
sold,
 
transferred,
 
assigned,
 
or
 
encumbered
 
in
 
any
 
manner,
 
either
 
voluntarily
 
or
involuntarily,
 
and
 
any
 
attempt
 
so
 
to
 
anticipate,
 
alienate,
 
sell,
 
transfer,
 
assign,
 
pledge,
encumber, or
 
charge the
 
same shall be null
 
and void; neither
 
shall the Benefits
 
hereunder
be
 
liable
 
for
 
or
 
subject
 
to
 
the
 
debts,
 
contracts,
 
liabilities,
 
engagements,
 
or
 
torts
 
of
 
any
person
 
to
 
whom
 
such
 
Benefits
 
or
 
funds
 
are
 
payable,
 
nor
 
shall
 
they
 
be
 
an
 
asset
 
in
bankruptcy or subject to garnishment, attachment, or other legal or equitable proceedings.
 
 
Exhibit 10.19.1
 
28
 
Section 9.
 
Administration.
 
(a)
 
The
 
Plan
 
shall
 
be
 
administered
 
by
 
the
 
Plan
 
Administrator.
 
The
 
Plan
Administrator may
 
delegate to
 
employees of
 
the Company
 
or any
 
member of
 
the
Controlled
 
Group
 
the
 
authority
 
to
 
execute
 
and
 
deliver
 
such
 
instruments
 
and
documents,
 
to
 
do
 
all
 
such
 
acts
 
and
 
things,
 
and
 
to
 
take
 
such
 
other
 
steps
 
deemed
necessary,
 
advisable, or
 
convenient for
 
the effective
 
administration of
 
the Plan
 
in
accordance
 
with
 
its
 
terms
 
and
 
purpose,
 
except
 
that
 
the
 
Plan
 
Administrator
 
may
not
 
delegate
 
any
 
discretionary
 
authority
 
with
 
respect
 
to
 
substantive
 
decisions
 
or
functions regarding
 
the Plan
 
or Benefits
 
under the
 
Plan.
 
The Plan
 
Administrator
may designate
 
a third
 
party to
 
provide services
 
that may
 
include record
 
keeping,
Participant accounting, Participant communication, payment of installments
 
to the
Participant,
 
tax
 
reporting,
 
and
 
any
 
other
 
services
 
specified
 
in
 
an
 
agreement
 
with
such third
 
party.
 
The Plan
 
Administrator may
 
adopt such
 
rules, regulations,
 
and
forms
 
as
 
deemed
 
desirable
 
for
 
administration
 
of
 
the
 
Plan
 
and
 
shall
 
have
 
the
discretionary
 
authority
 
to
 
allocate
 
responsibilities
 
under
 
the
 
Plan
 
to
 
such
 
other
persons
 
as
 
may
 
be
 
designated.
 
The
 
Plan
 
Administrator
 
shall
 
have
 
absolute
discretion
 
in
 
carrying
 
out
 
its
 
responsibilities,
 
and
 
all
 
interpretations,
 
findings
 
of
fact
 
and
 
resolutions
 
described
 
herein
 
which
 
are
 
made
 
by
 
the
 
Plan
 
Administrator
shall be binding, final and conclusive on all parties.
The Plan
 
Administrator
 
and his
 
or her
 
delegates shall
 
serve without
 
bond
and without
 
compensation for
 
services under
 
this Plan.
 
All expenses
 
of the
 
Plan
Administrator and his or her delegates for services under this Plan shall be paid by
the
 
Company.
 
None
 
of
 
the
 
Plan
 
Administrator
 
or
 
his
 
or
 
her
 
delegates
 
shall
 
be
liable
 
for
 
any
 
act
 
or
 
omission
 
on
 
his
 
or
 
her
 
own
 
part
 
excepting
 
his
 
or
 
her
 
own
willful
 
misconduct.
 
Without
 
limiting
 
the
 
generality
 
of
 
the
 
foregoing,
 
any
 
such
decision
 
or
 
action
 
taken
 
by
 
the
 
Plan
 
Administrator
 
or
 
his
 
or
 
her
 
delegates
 
in
reliance
 
upon
 
any
 
information
 
supplied
 
by
 
an
 
officer
 
of
 
the
 
Company,
 
the
Company's
 
legal
 
counsel,
 
or
 
the
 
Company's
 
independent
 
accountants
 
in
connection
 
with
 
the
 
administration
 
of
 
this
 
Plan
 
shall
 
be
 
deemed
 
to
 
have
 
been
taken in good faith.
 
Exhibit 10.19.1
 
29
 
(b)
 
Any
 
claim
 
for
 
benefits
 
hereunder
 
shall
 
be
 
presented
 
in
 
writing
 
to
 
the
 
Plan
Administrator
 
for
 
consideration,
 
grant
 
or
 
denial.
 
In
 
the
 
event
 
that
 
a
 
claim
 
is
denied in
 
whole or
 
in part
 
by the
 
Plan Administrator,
 
the claimant,
 
within ninety
days
 
of
 
receipt
 
of
 
said
 
claim
 
by
 
the
 
Plan
 
Administrator,
 
shall
 
receive
 
written
notice of denial.
 
Such notice shall contain:
(1)
 
a statement of the specific reason or reasons for the denial;
(2)
 
specific references to the pertinent provisions hereunder on which such
denial is based;
(3)
 
a description of any additional material or information necessary to perfect
the claim and an explanation of why such material or information is
necessary; and
(4)
 
an explanation of the following claims review procedure set forth in
paragraph (c) below.
(c)
 
Any
 
claimant
 
who
 
feels
 
that
 
a
 
claim
 
has
 
been
 
improperly
 
denied
 
in
 
whole
 
or
 
in
part
 
by
 
the
 
Plan
 
Administrator
 
may
 
request
 
a
 
review
 
of
 
the
 
denial
 
by
 
making
written application to
 
the Trustee.
 
The claimant shall
 
have the right
 
to review
 
all
pertinent documents
 
relating to
 
said claim
 
and to
 
submit issues
 
and comments
 
in
writing
 
to
 
the
 
Trustee.
 
Any
 
person
 
filing
 
an
 
appeal
 
from
 
the
 
denial
 
of
 
a
 
claim
must
 
do
 
so
 
in
 
writing
 
within
 
sixty
 
days
 
after
 
receipt
 
of
 
written
 
notice
 
of
 
denial.
 
The
 
Trustee
 
shall
 
render
 
a
 
decision
 
regarding
 
the
 
claim
 
within
 
sixty
 
days
 
after
receipt of
 
a request
 
for review,
 
unless special
 
circumstances require
 
an extension
of
 
time
 
for
 
processing,
 
in
 
which
 
case
 
a
 
decision
 
shall
 
be
 
rendered
 
within
 
a
reasonable time, but not later than 120
 
days after receipt of the request for
 
review.
 
The decision
 
of the
 
Trustee
 
shall be
 
in writing
 
and, in
 
the case
 
of the
 
denial of
 
a
claim in whole
 
or in part,
 
shall set forth
 
the same
 
information as is
 
required in an
initial notice of denial by the Plan
 
Administrator, other than an
 
explanation of this
claims
 
review procedure.
 
The
 
Trustee
 
shall
 
have absolute
 
discretion
 
in
 
carrying
out its responsibilities to make
 
its decision of an appeal,
 
including the authority to
interpret and construe the terms hereunder, and all interpretations, findings of fact,
and the decision
 
of the Trustee
 
regarding the appeal
 
shall be final,
 
conclusive and
binding on all parties.
 
Exhibit 10.19.1
 
30
 
(d)
 
Compliance
 
with
 
the
 
procedures
 
described
 
in
 
paragraphs
 
(b)
 
and
 
(c)
 
shall
 
be
 
a
condition precedent to the filing of any
 
action to obtain any benefit or
 
enforce any
right which any individual may claim hereunder.
 
Notwithstanding anything to the
contrary
 
in
 
the
 
Plan,
 
these
 
paragraphs
 
(b),
 
(c),
 
and
 
(d)
 
may
 
not
 
be
 
amended
without
 
the
 
written
 
consent
 
of
 
a
 
seventy-five
 
percent
 
(75%)
 
majority
 
of
Participants
 
and
 
Beneficiaries
 
and
 
such
 
paragraphs
 
shall
 
survive
 
the
 
termination
of this Plan until all benefits accrued hereunder have been paid.
(e)
 
Any payment to a Participant or Beneficiary,
 
all in accordance with the provisions
of
 
this
 
Plan,
 
shall
 
to
 
the
 
extent
 
thereof
 
be
 
in
 
full
 
satisfaction
 
of
 
all
 
claims
hereunder
 
against
 
the
 
Plan
 
Administrator,
 
the
 
Company
 
and
 
all
 
Participating
Subsidiaries,
 
any
 
of
 
which
 
may
 
require
 
such
 
Participant
 
or
 
Beneficiary
 
as
 
a
condition to
 
such payment
 
to execute
 
a receipt
 
and
 
release therefor
 
in such
 
form
as shall be
 
determined by the
 
Plan Administrator,
 
the Company or
 
a Participating
Subsidiary.
 
If a
 
receipt and
 
release is
 
required and
 
the Participant
 
or Beneficiary
(as
 
applicable)
 
does
 
not
 
provide
 
such
 
receipt
 
and
 
release
 
in
 
a
 
timely
 
enough
manner
 
to
 
permit
 
a
 
timely
 
distribution
 
in
 
accordance
 
with
 
the
 
general
 
timing
 
of
distribution
 
provisions
 
in
 
this
 
Plan,
 
the
 
payment
 
of
 
any
 
affected
 
distribution(s)
shall be forfeited.
(f)
 
Benefits under
 
this Plan
 
will be
 
paid only
 
if the
 
Plan Administrator
 
decides in
 
its
discretion
 
that
 
a
 
Participant
 
or
 
Beneficiary
 
is
 
entitled
 
to
 
the
 
Benefits.
 
Notwithstanding
 
the
 
foregoing
 
or
 
any
 
provision
 
of
 
this
 
Plan,
 
a
 
Participant
 
(or
other claimant) must exhaust all administrative remedies set forth in this Section 9
or otherwise
 
established
 
by the
 
Plan Administrator
 
before
 
bringing any
 
action
 
at
law
 
or
 
equity.
 
Any
 
claim
 
based
 
on
 
a
 
denial
 
of
 
a
 
claim
 
under
 
this
 
Plan
 
must
 
be
brought
 
no
 
later
 
than
 
the
 
date
 
which
 
is
 
two
 
(2)
 
years
 
after
 
the
 
date
 
of
 
the
 
final
denial
 
of
 
a
 
claim
 
under
 
this
 
Section
 
9.
 
Any
 
claim
 
not
 
brought
 
within
 
such time
shall be waived and forever barred.
 
Section 10.
 
Rights of Employees and Participants.
 
Nothing
 
contained in
 
the
 
Plan
 
(or
 
in
 
any
 
other
 
documents
 
related
 
to
 
this
 
Plan
 
or
 
to
 
any
Benefit
 
under
 
the
 
Plan)
 
shall
 
confer
 
upon
 
any
 
Employee
 
or
 
Participant
 
any
 
right
 
to
 
 
Exhibit 10.19.1
 
31
 
continue in the employ or
 
other service of the Company
 
or any member of the
 
Controlled
Group
 
or
 
constitute
 
any
 
contract
 
or
 
limit
 
in
 
any
 
way
 
the
 
right
 
of
 
the
 
Company
 
or
 
any
member of
 
the Controlled
 
Group to
 
change such
 
person's compensation
 
or other
 
benefits
or position or to terminate the employment of such person with or without cause.
 
Section 11.
 
Determination of Recipients of Awards.
 
The
 
determination
 
of
 
those
 
persons
 
who
 
are
 
entitled
 
to
 
Awards
 
under
 
an
 
Incentive
Compensation
 
Plan
 
and any
 
other
 
such
 
plans
 
shall
 
be
 
governed solely
 
by
 
the
 
terms
 
and
provisions
 
of
 
the
 
applicable
 
plan,
 
and
 
the
 
selection
 
of
 
an
 
Employee
 
as
 
a
 
Potential
Participant or
 
the acceptance
 
of an
 
indication of
 
preference to
 
defer an
 
Award
 
hereunder
shall not in any way entitle such Potential Participant to an Award.
 
Section 12.
 
Amendment and Termination.
 
Subject
 
to
 
Paragraph 9(d),
 
the
 
Board
 
reserves the
 
right
 
to amend
 
this
 
Plan from
 
time
 
to
time,
 
to
 
terminate
 
this
 
Plan
 
entirely
 
at
 
any
 
time,
 
and
 
to
 
delegated
 
such
 
authority
 
as
 
the
Board
 
deems
 
necessary
 
or
 
desirable;
 
provided,
 
however,
 
that
 
no
 
amendment
 
may
 
affect
the balance in a Participant’s account on the effective
 
date of the amendment; and, further
provided, the Company
 
shall remain liable
 
for any Benefits
 
accrued under this
 
Plan prior
to
 
the
 
date
 
of
 
amendment
 
or
 
termination.
 
In
 
the
 
event
 
of
 
termination
 
of
 
the
 
Plan,
 
the
Chief Executive Officer,
 
in his sole discretion, may
 
elect to have the Company
 
pay to the
Participant
 
in
 
one
 
lump
 
sum
 
as
 
soon
 
as
 
practicable
 
after
 
termination
 
of
 
the
 
Plan,
 
the
balance then in the Participant’s account.
 
Section 13.
 
Method of Providing Payments.
 
(a)
 
Nonsegregation.
 
Amounts
 
deferred
 
pursuant
 
to
 
this
 
Plan
 
and
 
the
 
crediting
 
of
amounts
 
to
 
a
 
Participant’s
 
Deferred
 
Compensation
 
Account
 
shall
 
represent
 
the
Company’s
 
unfunded
 
and
 
unsecured
 
promise
 
to
 
pay
 
compensation
 
in
 
the
 
future.
 
With
 
respect to
 
said
 
amounts,
 
the
 
relationship
 
of the
 
Company
 
and
 
a
 
Participant
shall be
 
that of
 
debtor and
 
general unsecured
 
creditor.
 
While the
 
Company may
 
 
Exhibit 10.19.1
 
32
 
make investments for
 
the purpose of
 
measuring and meeting
 
its obligations under
this Plan
 
such investments shall
 
remain the sole
 
property of
 
the Company
 
subject
to claims of its creditors generally, and shall not be deemed to form or be included
in any part of the Deferred Compensation Account.
(b)
 
Funding.
 
It is
 
the intention
 
of the
 
Company that
 
this
 
Plan shall
 
be unfunded
 
for
federal tax
 
purposes and
 
for purposes
 
of Title
 
I of
 
ERISA.
 
All amounts
 
payable
under this
 
Plan
 
shall
 
be paid
 
solely
 
from
 
the
 
general assets
 
of
 
the
 
Company
 
and
any
 
rights
 
accruing
 
to
 
a
 
Participant
 
under
 
this
 
Plan
 
shall
 
be
 
those
 
of
 
a
 
general
creditor; provided, however,
 
that the Company
 
may establish one
 
or more grantor
trusts to
 
satisfy part
 
or all
 
of the
 
Company's Plan
 
payment obligations
 
so long
 
as
this
 
Plan
 
remains
 
unfunded
 
for
 
purposes
 
of
 
sections
 
201(2),
 
301(a)(3),
 
and
401(a)(1) of ERISA.
 
Section 14.
 
Miscellaneous Provisions.
 
(a)
 
Except
 
as
 
otherwise
 
provided
 
herein,
 
the
 
Plan
 
shall
 
be
 
binding
 
upon
 
the
Company,
 
its successors and
 
assigns, including but
 
not limited to
 
any corporation
which may acquire all or substantially all of the Company’s
 
assets and business or
with or into which the Company may be consolidated or merged.
(b)
 
This Plan
 
shall be
 
construed, regulated,
 
and administered
 
in accordance
 
with
 
the
laws of the State of Texas
 
except to the extent that said laws have been preempted
by
 
the
 
laws
 
of
 
the
 
United
 
States.
 
The
 
forum
 
and
 
venue
 
for
 
any
 
suit
 
brought
regarding any claim under this Plan shall be in Harris County, Texas.
(c)
 
If
 
any
 
provision
 
of
 
this
 
Plan
 
shall
 
be
 
held
 
illegal
 
or
 
invalid
 
for
 
any
 
reason,
 
said
illegality
 
or
 
invalidity
 
shall
 
not
 
affect
 
the
 
remaining
 
provisions
 
hereof;
 
instead,
each
 
provision
 
shall
 
be
 
fully
 
severable,
 
and
 
this
 
Plan
 
shall
 
be
 
construed
 
and
enforced as if said illegal or invalid provision had never been included herein.
(d)
 
For
 
purposes
 
of
 
this
 
Plan,
 
electronic
 
communications
 
and
 
signatures
 
shall
 
be
considered to be
 
in writing if
 
made in conformity
 
with procedures which
 
the Plan
Administrator may adopt from time to time.
(e)
 
The
 
Plan
 
Administrator,
 
in
 
its
 
sole
 
discretion,
 
may
 
direct
 
that
 
a
 
payment
 
to
 
be
made
 
to
 
an
 
incompetent
 
or
 
disabled
 
person,
 
whether
 
because
 
of
 
minority
 
or
 
Exhibit 10.19.1
 
33
 
mental
 
or
 
physical
 
disability,
 
instead
 
be
 
made
 
to
 
the
 
guardian
 
or
 
legal
representative
 
of
 
such
 
person
 
or
 
to
 
the
 
person
 
having
 
custody
 
of
 
such
 
person
(unless prior
 
claim therefor
 
shall have
 
been made
 
by a
 
duly qualified
 
guardian or
other
 
legal
 
representative),
 
without
 
further
 
liability
 
either
 
on
 
the
 
part
 
of
 
the
Company
 
or
 
a
 
Participating
 
Subsidiary
 
or
 
the
 
Plan
 
for
 
the
 
amount
 
of
 
such
payment
 
to
 
the
 
person
 
on
 
whose
 
benefit
 
such
 
payment
 
is
 
made.
 
Any
 
payment
made
 
in
 
accordance
 
with
 
the
 
provisions
 
of
 
this
 
provision
 
shall
 
be
 
a
 
complete
discharge
 
of
 
any
 
liability
 
of
 
the
 
Company,
 
its
 
Subsidiaries,
 
and
 
this
 
Plan
 
with
respect to the Benefits so paid.
(f)
 
Payment
 
of
 
Plan
 
Benefits
 
may
 
be
 
subject
 
to
 
administrative
 
or
 
other
 
delays
 
that
result
 
in
 
payment
 
to
 
the
 
Participant
 
or
 
his
 
beneficiaries
 
on
 
a
 
date
 
later
 
than
 
the
date
 
specified
 
in
 
this
 
Plan
 
or
 
the
 
Participant's
 
Election
 
Form.
 
No
 
Participant
 
or
Beneficiary
 
shall
 
be
 
entitled
 
to
 
any
 
additional
 
earnings
 
or
 
interest
 
in
 
respect
 
of
any such payment delays, nor shall any Participant or Beneficiary be provided any
election with respect to the timing of any delayed payment.
(g)
 
If
 
all
 
or
 
any
 
part
 
of
 
any
 
Participant's
 
or
 
Beneficiary's
 
Benefits
 
hereunder
 
shall
become subject to any estate, inheritance, income, employment
 
or other tax which
the
 
Company
 
shall
 
be
 
required
 
to
 
pay
 
or
 
withhold,
 
the
 
Company
 
shall
 
have
 
the
full power
 
and authority
 
to withhold
 
and pay
 
such tax
 
out of
 
any monies
 
or other
property
 
held
 
for
 
the
 
account
 
of
 
the
 
Participant
 
or
 
Beneficiary
 
whose
 
interests
hereunder
 
are
 
so
 
affected
 
(including,
 
without
 
limitation,
 
by
 
reducing
 
and
offsetting the Participant's or
 
Beneficiary's account balance).
 
Prior to making any
payment,
 
the
 
Company
 
may
 
require
 
such
 
releases
 
or
 
other
 
documents
 
from
 
any
lawful taxing authority as it shall deem necessary or desirable.
(h)
 
No
 
amount
 
accrued
 
or
 
payable
 
hereunder
 
shall
 
be
 
deemed
 
to
 
be
 
a
 
portion
 
of
 
an
Employee's
 
compensation
 
or
 
earnings
 
for
 
the
 
purpose
 
of
 
any
 
other
 
employee
benefit
 
plan
 
adopted
 
or
 
maintained
 
by
 
the
 
Company,
 
nor
 
shall
 
this
 
Plan
 
be
deemed to amend or modify the provisions of the CPSP.
(i)
 
It is
 
the intention
 
of the
 
Company that,
 
so long
 
as any
 
of ConocoPhillips
 
 
equity
securities
 
are
 
registered
 
pursuant
 
to
 
section
 
12(b)
 
or
 
12(g)
 
of
 
the
 
Exchange
 
Act,
this Plan
 
shall be
 
operated in
 
compliance with
 
16(b) of
 
the Exchange
 
Act and,
 
if
any Plan provision
 
or transaction is found
 
not to comply
 
with section 16(b)
 
of the
 
Exhibit 10.19.1
 
34
 
Exchange Act,
 
that provision
 
or transaction,
 
as the
 
case may
 
be, shall
 
be deemed
null and void
ab initio
.
 
Notwithstanding anything
 
in the Plan
 
to the
 
contrary,
 
the
Company,
 
in its
 
absolute discretion,
 
may bifurcate
 
the Plan
 
so as
 
to restrict,
 
limit
or condition
 
the use
 
of any
 
provision of
 
the Plan
 
to Participants
 
who are
 
officers
and directors
 
subject to
 
section 16(b)
 
of the
 
Exchange Act
 
without so
 
restricting,
limiting, or conditioning the Plan with respect to other Participants.
(j)
 
This
 
Title
 
I was
 
frozen
 
effective
 
as
 
of
 
December
 
31,
 
2004,
 
and
 
was
 
replaced
 
by
Title
 
II
 
of
 
the
 
Plan.
 
The
 
distribution
 
of
 
amounts
 
that
 
were
 
earned
 
and
 
vested
(within
 
the
 
meaning
 
of
 
Code
 
section
 
409A
 
and
 
official
 
guidance
 
issued
thereunder)
 
under
 
Title
 
I
 
of
 
the
 
Plan
 
prior
 
to
 
January
 
1,
 
2005
 
(and
 
earnings
thereon) are exempt from the requirements of Code section 409A shall be
 
made in
accordance with the terms of the Title I of the Plan.
(k)
 
At the Effective
 
Time, certain
 
active employees of
 
Phillips 66 and
 
members of its
controlled
 
group
 
ceased
 
to
 
participate
 
in
 
the
 
Plan,
 
and
 
the
 
liabilities,
 
including
liabilities related to
 
benefits grandfathered from Code
 
section 409A (
i.e.
, amounts
deferred
 
and
 
vested
 
prior
 
to
 
January
 
1,
 
2005),
 
for
 
these
 
participant's
 
benefits
under the Plan were transferred to the members of the Phillips 66 controlled group
and
 
continued
 
as
 
the
 
Phillips
 
66
 
Key
 
Employee
 
Deferred
 
Compensation
 
Plan.
 
ConocoPhillips
 
distributed its
 
interest
 
in
 
Phillips
 
66
 
to
 
its
 
shareholders
 
as
 
of
 
the
Distribution.
 
On
 
and
 
after
 
the
 
Effective
 
Time,
 
the
 
Company,
 
other
 
members
 
of
the Affiliated Group (as determined after the Distribution), the Plan, any directors,
officers, or employees of any member of the Affiliated Group (as determined after
the
 
Distribution),
 
and
 
any
 
successors
 
thereto,
 
shall
 
have
 
no
 
further
 
obligation
 
or
liability
 
to,
 
or
 
on
 
behalf
 
of,
 
any
 
such
 
participant
 
with
 
respect
 
to
 
any
 
benefit,
amount,
 
or
 
right
 
transferred
 
to
 
or
 
due
 
under
 
the
 
Phillips
 
66
 
Key
 
Employee
Deferred Compensation Plan.
Further,
 
as
 
of
 
the
 
Distribution,
 
the
 
Restricted
 
Stock
 
and
 
Restricted
 
Stock
Units
 
of
 
ConocoPhillips
 
shall
 
be
 
converted
 
into
 
Restricted
 
Stock
 
and
 
Restricted
Stock
 
Units
 
of
 
ConocoPhillips
 
and
 
restricted
 
stock
 
and
 
restricted
 
stock
 
units
 
of
Phillips
 
66
 
as
 
provided
 
in
 
the
 
Agreement.
 
The
 
amounts
 
to
 
be
 
credited
 
to
 
a
Participant's Deferred Compensation Account under
 
Section 4(a) will be
 
based on
such Restricted Stock and
 
Restricted Stock Units of
 
ConocoPhillips and restricted
 
Exhibit 10.19.1
 
35
 
stock and restricted stock units of Phillips 66 after the Distribution.
 
Furthermore,
 
with
 
regard
 
to
 
any
 
valuation
 
that
 
occurs
 
after
 
the
Distribution
 
and
 
which
 
requires
 
valuation
 
of
 
Stock
 
or
 
the
 
common
 
stock
 
of
Phillips
 
66
 
("Phillips
 
66
 
Common
 
Stock"),
 
or
 
of
 
both,
 
from
 
a
 
time
 
on
 
or
 
before
the
 
Distribution
 
and
 
from
 
a
 
time
 
after
 
the
 
Distribution,
 
then
 
the
 
following
 
shall
apply, in
 
order to allow the valuation to take into
 
account the distribution by stock
dividend of one
 
share of
 
Phillips 66
 
Common Stock for
 
each two
 
shares of
 
Stock
held at the Distribution:
(1)
 
The value
 
of Stock
 
or of
 
Phillips 66
 
Common Stock determined
 
as of
 
any
date
 
after
 
the
 
Distribution
 
shall
 
be
 
determined
 
using
 
market
 
information
related to each;
(2)
 
The value of Stock determined as
 
of any date on or before
 
the Distribution
that
 
does
 
not
 
also
 
require
 
a
 
valuation
 
of
 
Stock
 
as
 
of
 
any
 
date
 
after
 
the
Distribution shall be determined using
 
market information related to Stock
as it traded on or before the Distribution;
(3)
 
The value of Stock determined
 
as of any date on or
 
before the Distribution
that also
 
requires a
 
valuation of
 
Stock or
 
of Phillips
 
66 Common
 
Stock as
of any
 
date
 
after the
 
Distribution
 
shall be
 
deemed
 
to be
 
two-thirds
 
of
 
the
value of
 
Stock determined
 
using market
 
information related
 
to Stock
 
as it
traded on or before the Distribution; and
(4)
 
The value
 
of Phillips
 
66 Common
 
Stock determined
 
as of
 
any date
 
on or
before the Distribution that also requires a valuation of Stock or of Phillips
66 Common Stock
 
as of any date
 
after the Distribution
 
shall be deemed to
be
 
one-third
 
of
 
the
 
value
 
of
 
Stock
 
determined
 
using
 
market
 
information
related to Stock as it traded on or before the Distribution.
 
Section 15.
 
Effective Date of Restated Plan.
 
Title
 
I
 
of
 
the
 
Key
 
Employee
 
Deferred
 
Compensation
 
Plan
 
of
 
ConocoPhillips
 
is
 
hereby
amended and restated effective as of January 1, 2020.
 
 
 
Exhibit 10.19.1
 
36
 
Executed this ____ day of December 2019, by a duly authorized officer of the Company.
 
 
 
______________________________
Heather G. Sirdashney
Vice President, Human Resources
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
KEDCP Title I 2020 Restatement
 
12-19-2019
 
 
EX-10.19.2 7 d875559dex10192.htm EX-10.19.2 EX-10.19.2
 
Exhibit 10.19.2
 
1
 
KEY EMPLOYEE DEFERRED COMPENSATION PLAN
OF
CONOCOPHILLIPS
TITLE II
(Effective for benefits earned or vested after
 
December 31, 2004)
2020 AMENDMENT AND RESTATEMENT
 
The Key
 
Employee Deferred
 
Compensation Plan
 
of ConocoPhillips,
 
Title
 
II (“Title
 
II”),
is
 
hereby
 
amended
 
and
 
restated
 
effective
 
as
 
of
 
January
 
1,
 
2020
 
(except
 
where
 
another
date is specified herein with regard to a particular provision).
 
Immediately prior to effectiveness of this 2020 Amendment and Restatement, Title
 
II was
and
 
remains
 
subject
 
to
 
the
 
2013
 
Restatement
 
of
 
the
 
Key
 
Employee
 
Deferred
Compensation
 
Plan
 
of
 
ConocoPhillips,
 
Title
 
II,
 
which
 
was
 
effective
 
as
 
of
 
January
 
1,
2013,
 
together
 
with
 
the
 
First
 
Amendment
 
to
 
Title
 
II
 
of
 
the
 
Key
 
Employee
 
Deferred
Compensation Plan of ConocoPhillips (2013 Restatement), effective October 30, 2019.
 
Preamble
 
The purpose of this Plan is
 
to attract and retain key employees
 
by providing them with an
opportunity
 
to
 
defer
 
receipt
 
of
 
cash
 
amounts
 
which
 
otherwise
 
would
 
be
 
paid
 
to
 
them
under various compensation programs or plans by a Participating Subsidiary.
 
Title I of the Plan is effective with regard to benefits earned and vested prior to January 1,
2005, while
 
Title
 
II of
 
the Plan
 
is effective
 
with regard
 
to benefits
 
earned or
 
vested after
December 31, 2004.
 
Gains, losses, earnings, or expenses shall be
 
allocated to the Title of
the Plan
 
to which
 
the underlying
 
obligations giving
 
rise to
 
them are
 
allocated.
 
The Plan
is sponsored and maintained by ConocoPhillips Company.
 
This Title
 
II of the
 
Plan is intended
 
(1) to comply
 
with Code section
 
409A, as enacted
 
as
part of the
 
American Jobs Creation
 
Act of 2004,
 
and official
 
guidance issued thereunder,
 
Exhibit 10.19.2
 
2
 
and (2)
 
to be
 
“a plan
 
which is
 
unfunded and
 
is maintained
 
by an
 
employer primarily
 
for
the
 
purpose
 
of
 
providing
 
deferred
 
compensation
 
for
 
a
 
select
 
group
 
of
 
management
 
or
highly
 
compensated
 
employees”
 
within
 
the
 
meaning
 
of
 
sections
 
201(2),
 
301(a)(3),
 
and
401(a)(1) of ERISA.
 
Notwithstanding any other
 
provision of this
 
Plan, this Plan
 
shall be
interpreted, operated, and administered in a manner consistent with these intentions.
 
Section 1.
 
Definitions.
 
For
 
purposes
 
of
 
the
 
Plan,
 
the
 
following
 
terms,
 
as
 
used
 
herein,
 
shall
 
have
 
the
 
meaning
specified:
(a)
 
“Award”
 
shall
 
mean
 
the
 
United
 
States
 
cash
 
dollar
 
amount
 
(i)
 
allotted
 
to
 
an
Employee
 
under
 
the
 
terms
 
of
 
an
 
Incentive
 
Compensation
 
Plan
 
or
 
a
 
Long
 
Term
Incentive
 
Plan,
 
or
 
(ii)
 
required
 
to
 
be
 
credited
 
to
 
an
 
Employee’s
 
Deferred
Compensation
 
Account
 
pursuant
 
to
 
the
 
terms
 
of
 
an
 
Award
 
or
 
of
 
an
 
Incentive
Compensation
 
Plan,
 
the
 
Long
 
Term
 
Incentive
 
Compensation
 
Plan,
 
the
 
Strategic
Incentive
 
Plan,
 
a
 
Long
 
Term
 
Incentive
 
Plan,
 
or
 
any
 
similar
 
plans,
 
or
 
any
administrative
 
procedure
 
adopted
 
pursuant
 
thereto,
 
or
 
(iii)
 
credited
 
as
 
a
 
result
 
of
an Employee’s voluntary reduction of Salary,
 
or (iv) any other amount determined
by the Committee to be an Award under the Plan.
(b)
 
“Beneficiary”
 
shall
 
mean
 
a
 
person
 
or
 
persons
 
or
 
the
 
trustee
 
of
 
a
 
trust
 
for
 
the
benefit
 
of
 
a
 
person
 
designated
 
by
 
a
 
Participant
 
to
 
receive,
 
in
 
the
 
event
 
of
 
death,
any
 
unpaid
 
portion
 
of
 
a
 
Participant's
 
Benefits
 
from
 
this
 
Plan,
 
as
 
provided
 
in
Section 8.
(c)
 
“Benefit”
 
shall
 
mean
 
an
 
obligation
 
of
 
the
 
Company
 
to
 
pay
 
amounts
 
from
 
the
Plan.
(d)
 
“Board”
shall
 
mean
 
the
 
Board
 
of
 
Directors
 
of
 
the
 
Company,
 
as
 
it
 
may
 
be
comprised from time to time.
(e)
 
“Code”
 
shall mean the
 
Internal Revenue Code
 
of 1986,
 
as amended from
 
time to
time, or any successor statute.
(f)
 
“Committee”
 
shall mean the Nonqualified Plans Benefit
 
Committee as appointed
from
 
time
 
to
 
time
 
by
 
the
 
Board;
 
provided,
 
however,
 
that
 
until
 
a
 
successor
 
is
 
Exhibit 10.19.2
 
3
 
appointed by
 
the Board,
 
the individual
 
serving as
 
the Company’s
 
Vice
 
President
with responsibility over human resources shall be sole member of the Committee.
(g)
 
“Company”
 
shall
 
mean
 
ConocoPhillips
 
Company,
 
a
 
Delaware
 
corporation,
 
or
any successor corporation.
 
The Company is a subsidiary of ConocoPhillips.
(h)
 
“ConocoPhillips”
 
shall
 
mean
 
ConocoPhillips,
 
a
 
Delaware
 
corporation,
 
or
 
any
successor
 
corporation.
 
ConocoPhillips
 
is
 
a
 
publicly
 
held
 
corporation
 
and
 
the
parent of the Company.
(i)
 
“Controlled Group”
 
shall mean ConocoPhillips and its Subsidiaries.
(j)
 
“Deferred
 
Compensation
 
Account”
 
shall
 
mean
 
an
 
account
 
established
 
and
maintained
 
for
 
each
 
Participant
 
in
 
which
 
is
 
recorded
 
the
 
amounts
 
of
 
Awards
deferred by a
 
Participant, the deemed
 
gains, losses,
 
earnings, or expenses
 
accrued
thereon,
 
and
 
payments
 
made
 
therefrom
 
all
 
in
 
accordance
 
with
 
the
 
terms
 
of
 
the
Plan.
(k)
 
“Distribution”
 
shall
 
have
 
the
 
same
 
meaning
 
as
 
that
 
set
 
forth
 
in
 
the
 
Employee
Matters
 
Agreement
 
by
 
and
 
between
 
ConocoPhillips
 
and
 
Phillips
 
66
 
dated
 
as
 
of
April 26, 2012.
(l)
 
“Effective Time”
 
shall have
 
the same
 
meaning as
 
that set
 
forth in
 
the Employee
Matters
 
Agreement
 
by
 
and
 
between
 
ConocoPhillips
 
and
 
Phillips
 
66
 
dated
 
as
 
of
April 26, 2012.
(m)
 
“Election
 
Form”
 
shall mean
 
a
 
written
 
form,
 
including
 
one
 
in
 
electronic
 
format,
provided by
 
the Plan
 
Administrator pursuant
 
to which
 
a Participant
 
may elect
 
the
time and form of payment of his or her Benefits under the Plan.
(n)
 
“Eligible
 
Employee”
 
shall
 
mean
 
an
 
Employee
 
who
 
is
 
eligible
 
to
 
receive
 
an
Award
 
and at the time
 
of the Award
 
is classified as a
 
ConocoPhillips salary grade
19 or above or any equivalent salary grade at a Participating Subsidiary.
(o)
 
“Employee”
 
shall
 
mean
 
any
 
individual
 
who
 
is
 
a
 
salaried
 
employee
 
of
 
the
Company or any Participating Subsidiary.
(p)
 
“ERISA”
 
shall mean
 
the Employee
 
Retirement Income
 
Security Act
 
of 1974,
 
as
amended from time to time, or any successor statute.
(q)
 
“Exchange
 
Act”
 
shall
 
mean
 
the
 
Securities
 
Exchange
 
Act
 
of
 
1934,
 
as
 
amended
and in effect from time to time, or any successor statute.
(r)
 
 
“Fair Market Value”
 
shall mean the
 
value described in the
 
applicable provision
 
Exhibit 10.19.2
 
4
 
of Section 4(a).
(s)
 
“Heritage
 
Conoco
 
Employee”
 
shall
 
mean
 
an
 
individual
 
employed
 
by
 
Conoco
Inc., Conoco Pipe
 
Line Company,
 
or Louisiana Gas Systems
 
Inc. prior to January
1,
 
2003;
 
provided,
 
however,
 
that
 
an
 
individual
 
who
 
has
 
been
 
terminated
 
from
employment with a
 
member of the
 
Controlled Group at
 
any time and
 
rehired by a
member of
 
the Controlled
 
Group after
 
January 1,
 
2003, shall
 
not be
 
considered a
Heritage Conoco Employee for purposes of this Plan.
(t)
 
“Incentive
 
Compensation
 
Plan”
 
shall
 
mean
 
the
 
ConocoPhillips
 
Variable
 
Cash
Incentive
 
Program,
 
the
 
Incentive
 
Compensation
 
Plan
 
of
 
Phillips
 
Petroleum
Company,
 
the
 
Annual
 
Incentive
 
Compensation
 
Plan
 
of
 
Phillips
 
Petroleum
Company,
 
the
 
Special
 
Incentive
 
Plan
 
for
 
Former
 
Tosco
 
Executives,
 
the
 
Conoco
Inc.
 
Global
 
Variable
 
Compensation
 
Plan,
 
or
 
a
 
similar
 
plan
 
of
 
a
 
Participating
Subsidiary, or any similar or successor plans, or all, as the context may require.
(u)
 
“Long-Term
 
Incentive
 
Compensation
 
Plan”
 
shall
 
mean
 
the
 
Long-Term
Incentive
 
Compensation
 
Plan
 
of
 
Phillips
 
Petroleum
 
Company,
 
which
 
was
terminated December 31, 1985.
(v)
 
“Long-Term
 
Incentive Plan”
 
shall mean the
 
ConocoPhillips Performance
 
Share
Program,
 
the
 
ConocoPhillips
 
Executive
 
Restricted
 
Stock
 
Unit
 
Program,
 
the
ConocoPhillips
 
Restricted
 
Stock
 
Unit
 
Program,
 
the
 
Phillips
 
Petroleum
 
Company
Long-Term
 
Incentive
 
Plan,
 
or
 
a
 
similar
 
or
 
successor
 
plan
 
of
 
any
 
of
 
them,
established under an Omnibus Securities Plan.
(w)
 
“Omnibus
 
Securities
 
Plan”
 
shall
 
mean
 
the
 
2014
 
Omnibus
 
Stock
 
and
Performance
 
Incentive
 
Plan
 
of
 
ConocoPhillips,
 
the
 
2011
 
Omnibus
 
Stock
 
and
Performance
 
Incentive
 
Plan
 
of
 
ConocoPhillips,
 
the
 
2009
 
Omnibus
 
Stock
 
and
Performance
 
Incentive
 
Plan
 
of
 
ConocoPhillips,
 
the
 
2004
 
Omnibus
 
Stock
 
and
Performance Incentive Plan
 
of ConocoPhillips, the
 
2002 Omnibus Securities
 
Plan
of
 
Phillips
 
Petroleum
 
Company,
 
the
 
Omnibus
 
Securities
 
Plan
 
of
 
Phillips
Petroleum
 
Company,
 
the
 
1998
 
Stock
 
and
 
Performance
 
Incentive
 
Plan
 
of
ConocoPhillips,
 
the
 
1998
 
Key
 
Employee
 
Stock
 
Plan
 
of
 
ConocoPhillips,
 
or
 
a
similar or successor plan of any of them.
(x)
 
“Participant”
 
shall mean
 
a person
 
for whom
 
a Deferred
 
Compensation Account
is maintained.
 
Exhibit 10.19.2
 
5
 
(y)
 
“Participating
 
Subsidiary”
 
shall
 
mean
 
a
 
Subsidiary
 
that
 
has
 
adopted
 
one
 
or
more
 
plans
 
making
 
participants
 
eligible
 
for
 
participation
 
in
 
this
 
Plan
 
and
 
one
 
or
more Employees of which are Potential Participants.
(z)
 
“Plan”
shall
 
mean
 
the
 
Key
 
Employee
 
Deferred
 
Compensation
 
Plan
 
of
ConocoPhillips.
 
The Plan is sponsored and maintained by the Company.
(aa)
 
“Plan Administrator”
 
shall mean the Committee.
(bb)
 
“Plan Year
 
shall mean January 1 through December 31.
(cc)
 
“Potential Participant”
 
shall mean
 
a person
 
who has
 
received a
 
notice specified
in Section 2.
(dd)
 
“Restricted Stock”
 
and
“Restricted Stock Units”
 
shall mean respectively shares
of
 
Stock
 
and
 
units
 
each
 
of
 
which
 
shall
 
represent
 
a
 
hypothetical
 
share
 
of
 
Stock,
which have certain restrictions attached to the ownership thereof or the delivery of
shares pursuant thereto.
(ee)
 
“Retirement”
 
or
“Retire”
 
or
“Retiring”
 
shall
 
mean
 
Separation
 
from
 
Service
from the Controlled
 
Group on or
 
after age 55
 
or above and
 
on or after
 
the earliest
early
 
retirement
 
date
 
as
 
defined
 
in
 
applicable
 
title
 
of
 
the
 
ConocoPhillips
Retirement Plan or of the applicable retirement plan of a Participating Company.
(ff)
 
“Schedule
 
A
 
Employee”
 
shall
 
mean
 
an
 
Employee
 
whose
 
name
 
appears
 
in
Schedule A attached to and made a part of this Plan.
(gg)
 
“Separation
 
from
 
Service”
 
shall
 
mean
 
the
 
date
 
on
 
which
 
the
 
Participant
separates
 
from
 
service
 
with
 
the
 
Controlled
 
Group
 
within
 
the
 
meaning
 
of
 
Code
section 409A, whether
 
by reason of
 
death, disability,
 
retirement, or otherwise.
 
In
determining Separation
 
from Service,
 
with regard
 
to a
 
bona fide leave
 
of absence
that is
 
due to
 
any medically
 
determinable physical
 
or mental
 
impairment that
 
can
be expected to result in
 
death or can be expected
 
to last for a continuous
 
period of
not
 
less
 
than
 
six
 
months,
 
where
 
such
 
impairment
 
causes
 
the
 
Employee
 
to
 
be
unable
 
to
 
perform
 
the
 
duties
 
of
 
his
 
or
 
her
 
position
 
of
 
employment
 
or
 
any
substantially similar
 
position of
 
employment, a
 
29-month period
 
of absence
 
shall
be
 
substituted
 
for
 
the
 
six-month
 
period
 
set
 
forth
 
in
 
section
 
1.409A-1(h)(1)(i)
 
of
the regulations issued under section 409A of the Code, as allowed thereunder.
(hh)
 
“Settlement
 
Date”
 
shall
 
mean
 
the
 
date
 
on
 
which
 
all
 
acts
 
under
 
an
 
Incentive
Compensation
 
Plan,
 
a
 
Long-Term
 
Incentive
 
Plan,
 
or
 
the
 
Long-Term
 
Incentive
 
 
Exhibit 10.19.2
 
6
 
Compensation
 
Plan
 
or
 
actions
 
directed
 
by
 
the
 
Committee,
 
as
 
the
 
case
 
may
 
be,
have
 
been
 
taken
 
which
 
are
 
necessary
 
to
 
make
 
an
 
Award
 
payable
 
to
 
the
Participant.
(ii)
 
“Salary”
 
shall mean
 
the monthly
 
equivalent rate
 
of pay
 
for
 
an Employee
 
before
adjustments for any before-tax voluntary reductions.
(jj)
 
“Stock”
 
means shares of common stock of ConocoPhillips, par value $.01.
(kk)
 
“Strategic Incentive Plan”
 
shall mean the Strategic
 
Incentive Plan portion of the
1986
 
Stock
 
Plan
 
of
 
Phillips
 
Petroleum
 
Company,
 
of
 
the
 
1990
 
Stock
 
Plan
 
of
Phillips
 
Petroleum
 
Company,
 
of
 
the
 
Phillips
 
Petroleum
 
Company
 
Omnibus
Securities Plan, and of any successor plans of similar nature.
(ll)
 
“Subsidiary”
shall mean any corporation
 
or other entity that
 
is treated as a
 
single
employer
 
with
 
ConocoPhillips
 
under section
 
414(b),
 
(c),
 
or
 
(m)
 
of
 
the
 
Code.
 
In
applying section
 
1563(a)(1), (2),
 
and (3)
 
of the
 
Code for
 
purposes of
 
determining
a
 
controlled
 
group
 
of
 
corporations
 
under
 
section
 
414(b)
 
of
 
the
 
Code
 
and
 
for
purposes of
 
determining trades
 
or businesses
 
(whether or
 
not incorporated)
 
under
common
 
control
 
under
 
regulation
 
section
 
1.414(c)-2
 
for
 
purposes
 
of
 
section
414(c) of the Code, the language
 
“at least 80%” shall
 
be used without substitution
as allowed under regulations pursuant to section 409A of the Code.
(mm)
 
“Trustee”
 
shall mean the trustee of
 
the grantor trust established
 
for this Plan by a
trust agreement between the Company and the trustee, or any successor trustee.
 
Section 2.
 
Notification of Potential Participants.
 
(a)
 
Incentive
 
Compensation
 
Plan.
 
Each
 
Plan
 
Year
 
after
 
2008,
 
at
 
such
 
times
 
as
 
the
Plan
 
Administrator
 
may
 
determine,
 
Eligible
 
Employees
 
who
 
are
 
expected
 
to
 
be
eligible to receive an Award
 
for the immediately following calendar year under an
Incentive Compensation
 
Plan will
 
be notified
 
and given
 
the opportunity
 
to make
an
 
election,
 
using
 
the
 
Election
 
Form
 
or
 
in
 
such
 
other
 
manner
 
prescribed
 
by
 
the
Plan
 
Administrator,
 
to
 
defer
 
all
 
or
 
part
 
of
 
such
 
Award
 
(although
 
with
 
regard
 
to
deferral
 
of
 
an
 
Award
 
from
 
the
 
Performance
 
Share
 
Program
 
for
 
Performance
Period XI [2013 -2015], an election may defer either none or all of
 
the Award,
 
not
a part less than all thereof); provided, however, that
 
in the case of an Award
 
under
 
 
 
 
Exhibit 10.19.2
 
7
 
an
 
Incentive
 
Compensation
 
Plan
 
determined
 
by
 
the
 
Plan
 
Administrator
 
to
 
be
"performance-based
 
compensation"
 
under
 
Code
 
section
 
409A,
 
the
 
Plan
Administrator
 
may
 
delay
 
the
 
notification
 
and
 
opportunity
 
to
 
make
 
an
 
election
until no later than June 30 of the year for which the Award
 
is to be made.
 
(b)
 
Salary
 
Reduction.
 
With
 
regard
 
to
 
each
 
Plan
 
Year,
 
at
 
such
 
times
 
as
 
the
 
Plan
Administrator may
 
determine, Eligible
 
Employees on
 
the U.S.
 
dollar payroll
 
will
be
 
notified
 
and
 
given
 
the
 
opportunity
 
to
 
make
 
an
 
election,
 
using
 
the
 
Election
Form
 
or
 
in
 
such
 
other
 
manner
 
prescribed
 
by
 
the
 
Plan
 
Administrator,
 
to
 
make
 
a
voluntary reduction
 
of Salary
 
for each
 
pay period
 
of the
 
following calendar
 
year,
in
 
which
 
case
 
the
 
Company
 
will
 
credit
 
a
 
like
 
amount
 
as
 
an
 
Award
 
hereunder,
provided
 
that
 
the
 
amount
 
of
 
such
 
voluntary
 
reduction
 
shall
 
not
 
be
 
less
 
than
 
1%
nor more than 50% of the Eligible Employee’s Salary per pay period.
(c)
 
Long-Term
 
Incentive Plan.
 
With
 
regard to
 
each
 
Plan
 
Year,
 
at
 
such
 
times
 
as
 
the
Plan Administrator may
 
determine, Employees who
 
are expected to
 
be eligible
 
to
receive an Award
 
for services rendered
 
during a performance
 
period beginning in
the
 
immediately
 
following
 
calendar
 
year
 
under
 
a
 
Long-Term
 
Incentive Plan
 
will
be
 
notified
 
and
 
given
 
the
 
opportunity
 
to
 
make
 
an
 
election,
 
using
 
the
 
Election
Form or in such other manner prescribed by the
 
Plan Administrator, to defer
 
all or
part of such Award
 
;
 
provided, that this
 
paragraph shall not apply
 
to Awards
 
made
under the
 
Restricted
 
Stock Unit
 
Program or
 
its
 
predecessor,
 
the Restricted
 
Stock
Program;
 
and
 
provided,
 
further,
 
that
 
this
 
paragraph
 
shall
 
be
 
effective
 
only
 
with
regard
 
to
 
Awards
 
made
 
pursuant
 
to
 
the
 
Performance
 
Share
 
Program
 
for
performance
 
periods
 
beginning
 
in
 
2013
 
or
 
thereafter;
 
and
 
provided,
 
further,
 
that
this
 
paragraph
 
shall
 
be
 
effective
 
with
 
regard
 
to
 
Awards
 
made
 
pursuant
 
to
 
the
Executive Restricted Stock
 
Unit Program in
 
2018 and
 
2019 but
 
shall not
 
apply to
Awards
 
made
 
pursuant
 
to
 
the
 
Executive
 
Restricted
 
Stock
 
Unit
 
Program
 
for
Awards made
 
after December 31, 2019
 
Section 3.
 
Election to Defer Award or Reduce Salary.
 
(a)
 
Incentive Compensation
 
Plan.
 
If a
 
Potential Participant
 
elects to
 
defer under
 
this
Plan
 
all
 
or
 
any
 
part
 
of
 
the
 
Award
 
to
 
which
 
a
 
notice
 
received
 
under
 
Section
 
2(a)
 
 
 
Exhibit 10.19.2
 
8
 
pertains,
 
the
 
Potential
 
Participant
 
must
 
make
 
such
 
election,
 
using
 
the
 
Election
Form or
 
in such
 
other manner
 
prescribed by
 
the
 
Plan Administrator,
 
which must
be
 
received
 
on
 
or
 
before
 
December
 
31
 
of
 
the
 
year
 
in
 
which
 
said
 
Section
 
2(a)
notice
 
was
 
received
 
(or
 
at
 
such
 
earlier
 
time
 
as
 
may
 
be
 
prescribed
 
by
 
the
 
Plan
Administrator).
 
The
 
Potential
 
Participant's
 
election
 
shall
 
become
 
irrevocable
 
on
December 31 of the year in which said Section 2(a) notice was received (except in
the
 
case
 
of
 
an
 
election
 
for
 
an
 
Award
 
under
 
an
 
Incentive
 
Compensation
 
Plan
determined
 
by
 
the
 
Plan
 
Administrator
 
to
 
be
 
"performance-based
 
compensation"
under Code section 409A,
 
the election shall become
 
irrevocable on June 30
 
of the
year
 
for
 
which
 
the
 
Award
 
is
 
to
 
be
 
made,
 
if
 
so
 
designated
 
by
 
the
 
Plan
Administrator),
 
subject
 
to
 
the
 
provisions
 
Section
 
5(d).
 
If
 
an
 
election
 
is
 
not
properly
 
made
 
and
 
timely
 
received,
 
the
 
Potential
 
Participant
 
will
 
be
 
deemed
 
to
have
 
elected
 
to
 
receive
 
and
 
not
 
to
 
defer
 
any
 
such
 
Incentive
 
Compensation
 
Plan
Award.
(b)
 
Salary Reduction.
 
If a
 
Potential Participant
 
elects to
 
voluntarily reduce
 
Salary to
which
 
a
 
notice
 
received
 
under
 
Section
 
2(b)
 
pertains
 
and
 
receive
 
an
 
Award
hereunder
 
in
 
lieu
 
thereof,
 
the
 
Potential
 
Participant
 
must
 
make
 
an
 
election,
 
using
the Election
 
Form or
 
in such
 
other manner
 
prescribed by
 
the Plan
 
Administrator,
which must be received on or before
 
December 31 (or such earlier time as
 
may be
prescribed by
 
the
 
Plan Administrator)
 
prior to
 
the
 
beginning of
 
the
 
Plan Year
 
of
the
 
elected
 
deferral.
 
Such
 
election
 
must
 
be
 
in
 
writing
 
signed
 
by
 
the
 
Potential
Participant
 
and
 
must
 
state
 
the
 
amount
 
of
 
the
 
salary
 
reduction
 
the
 
Potential
Participant
 
elects.
 
Such
 
election
 
becomes
 
irrevocable
 
on
 
December
 
31
 
prior
 
to
the
 
beginning
 
of
 
the
 
Plan
 
Year,
 
subject
 
to
 
the
 
provisions
 
Section
 
5(d).
 
If
 
an
election is not properly made and timely received, the Potential
 
Participant will be
deemed to have elected to receive and not to defer any such Salary.
(c)
 
Long-Term
 
Incentive
 
Plan.
 
If
 
a
 
Potential
 
Participant
 
elects
 
to
 
defer
 
under
 
this
Plan
 
all
 
or
 
any
 
part
 
of
 
the
 
Award
 
to
 
which
 
a
 
notice
 
received
 
under
 
Section
 
2(c)
pertains,
 
the
 
Potential
 
Participant
 
must
 
make
 
such
 
election,
 
using
 
the
 
Election
Form or
 
in such
 
other manner
 
prescribed by
 
the
 
Plan Administrator,
 
which must
be
 
received
 
on
 
or
 
before
 
December
 
31
 
of
 
the
 
year
 
in
 
which
 
said
 
Section
 
2(c)
notice
 
was
 
received
 
(or
 
at
 
such
 
earlier
 
time
 
as
 
may
 
be
 
prescribed
 
by
 
the
 
Plan
 
 
Exhibit 10.19.2
 
9
 
Administrator).
 
The
 
Potential
 
Participant's
 
election
 
shall
 
become
 
irrevocable
 
on
December 31
 
of the
 
year in
 
which said
 
Section 2(c)
 
notice was
 
received,
 
subject
to
 
the
 
provisions
 
Section
 
5(d).
 
If
 
an
 
election
 
is
 
not
 
properly
 
made
 
and
 
timely
received,
 
the
 
Potential
 
Participant will
 
be
 
deemed
 
to
 
have elected
 
to
 
receive
 
and
not to defer any such Long-Term Incentive Plan Award.
 
Section 4.
 
Deferred Compensation Accounts.
 
(a)
 
Credit for Deferral.
 
Amounts deferred pursuant to Section 3(a) will
 
be credited to
a Deferred
 
Compensation Account
 
for the
 
Participant for
 
the Plan
 
Year
 
in which
the
 
amounts
 
are
 
deferred
 
not
 
later
 
than
 
30
 
days
 
after
 
the
 
Settlement
 
Date
 
of
 
the
Incentive Compensation Plan.
 
Amounts
 
deferred
 
pursuant
 
to
 
other
 
provisions
 
of
 
this
 
Plan
 
shall
 
be
credited to a Deferred Compensation Account for the Participant for the Plan Year
in
 
which
 
such
 
amounts
 
are
 
deferred
 
not
 
later
 
than
 
30
 
days
 
after
 
the
 
date
 
the
Award or Salary would otherwise
 
be payable.
 
If
 
an
 
Award
 
in
 
the
 
form
 
of
 
Restricted
 
Stock
 
or
 
Restricted
 
Stock
 
Units
provides
 
that,
 
in
 
certain
 
instances
 
the
 
Restricted
 
Stock
 
or
 
Restricted
 
Stock
 
Units
shall
 
be
 
cancelled
 
and
 
a
 
market
 
value
 
in
 
lieu
 
thereof
 
be
 
credited
 
to
 
a
 
Deferred
Compensation Account for the Participant,
 
then the market value shall be
 
credited
to
 
a
 
Deferred
 
Compensation
 
Account
 
for
 
the
 
Participant
 
as
 
of
 
the
 
day
 
that
 
the
Award
 
in the form of Restricted
 
Stock or Restricted Stock Units
 
is cancelled.
 
For
Awards
 
deferred under Section 3(c), the market value of the underlying Restricted
Stock or
 
the shares
 
represented by
 
the Restricted
 
Stock units
 
under a
 
Long-Term
Incentive Plan shall be
 
the Fair Market Value
 
defined in the
 
agreement pertaining
to the Award
 
on the Settlement
 
Date of the
 
Award
 
(or if such
 
agreement does not
define
 
Fair
 
Market
 
Value,
 
then
 
the
 
definition
 
of
 
Fair
 
Market
 
Value
 
under
 
the
Omnibus
 
Securities
 
Plan
 
under
 
which
 
the
 
Award
 
was
 
made
 
shall
 
be
 
used).
 
For
other Awards,
 
following shall apply:
(1)
 
The
 
market
 
value
 
of
 
the
 
underlying
 
Restricted
 
Stock
 
or
 
the
 
shares
represented
 
by
 
the
 
Restricted
 
Stock
 
Units
 
awarded
 
under
 
a
 
Long
 
Term
 
 
Exhibit 10.19.2
 
10
 
Incentive
 
Plan,
 
under
 
an
 
Incentive
 
Compensation
 
Plan
 
that
 
began
 
on
 
or
after
 
January
 
1,
 
2003,
 
under
 
an
 
Omnibus
 
Securities
 
Plan
 
(with
 
regard
 
to
awards
 
made
 
on
 
or
 
after
 
January
 
1,
 
2003),
 
and
 
for
 
the
 
Special
 
Stock
Awards
 
issued
 
on
 
October
 
22,
 
2002,
 
shall
 
be
 
the
 
monthly
 
average
 
Fair
Market Value
 
of the Stock during the calendar month
 
preceding the month
in which
 
the restrictions
 
lapse or
 
shares are
 
to be
 
delivered as
 
applicable.
 
The monthly average
 
Fair Market Value
 
of the Stock
 
is the average
 
of the
daily Fair Market Value
 
of the Stock for each trading day of the month.
(2)
 
For Awards
 
made prior
 
to those
 
times, the
 
market value of
 
the underlying
Restricted
 
Stock
 
or
 
the
 
shares
 
represented
 
by
 
the
 
Restricted
 
Stock
 
Units,
as
 
applicable,
 
shall
 
be
 
based
 
on
 
the
 
higher
 
of
 
(i)
 
the
 
average
 
of
 
the
 
high
and low selling
 
prices of the
 
Stock on the
 
date the restrictions
 
lapse or the
last
 
trading
 
day
 
before
 
the
 
day
 
the
 
restrictions
 
lapse
 
if
 
such
 
date
 
is
 
not
 
a
trading
 
day
 
or
 
(ii)
 
the
 
average
 
of
 
the
 
high
 
three
 
monthly
 
Fair
 
Market
Values
 
of
 
the
 
Stock
 
during
 
the
 
twelve
 
calendar
 
months
 
preceding
 
the
month in
 
which the
 
restrictions lapse.
 
The monthly
 
Fair Market
 
Value
 
of
the
 
Stock
 
is
 
the
 
average
 
of
 
the
 
daily
 
Fair
 
Market
 
Value
 
of
 
the
 
Stock
 
for
each trading
 
day of
 
the month.
 
The daily
 
Fair Market
 
Value
 
of the
 
Stock
shall be deemed
 
equal to
 
the average of
 
the high
 
and low selling
 
prices of
the Stock on the New York
 
Stock Exchange.
(b)
 
Designation
 
of
 
Investments.
 
The
 
amount
 
in
 
each
 
Deferred
 
Compensation
Account
 
of
 
a
 
Participant
 
shall
 
be
 
deemed
 
to
 
have
 
been
 
invested
 
and
 
reinvested
from time
 
to time,
 
in such
 
“eligible securities”
 
as the
 
Participant shall
 
designate.
 
Prior
 
to
 
or
 
in
 
the
 
absence
 
of
 
a
 
Participant’s
 
designation,
 
the
 
Company
 
shall
designate an “eligible security” in
 
which the Participant’s
 
Deferred Compensation
Account shall
 
be deemed
 
to have
 
been invested
 
until designation
 
instructions are
received
 
from
 
the
 
Participant.
 
Eligible
 
securities
 
are
 
those
 
securities
 
designated
by
 
the
 
Chief
 
Financial
 
Officer
 
of
 
ConocoPhillips,
 
or
 
his
 
successor.
 
The
 
Chief
Financial
 
Officer
 
of
 
ConocoPhillips
 
may
 
include
 
as
 
eligible
 
securities,
 
stocks
listed
 
on
 
a
 
national
 
securities
 
exchange,
 
and
 
bonds,
 
notes,
 
or
 
debentures,
corporate
 
or
 
governmental,
 
either
 
listed
 
on
 
a
 
national
 
securities
 
exchange
 
or
 
for
which price quotations are published in The Wall
 
Street Journal, and shares issued
 
 
Exhibit 10.19.2
 
11
 
by
 
investment
 
companies
 
commonly
 
known
 
as
 
“mutual
 
funds.”
 
The
 
Deferred
Compensation
 
Accounts
 
of
 
a
 
Participant
 
will
 
be
 
adjusted
 
to
 
reflect
 
the
 
deemed
gains,
 
losses,
 
earnings,
 
or
 
expenses
 
as
 
though
 
the
 
amount
 
deferred
 
was
 
actually
invested and
 
reinvested in
 
the eligible
 
securities for
 
each Deferred
 
Compensation
Account of the Participant.
 
Notwithstanding anything
 
to the contrary
 
in this
 
Section 4(b), in
 
the event
the Company (or any trust
 
maintained for this purpose) actually
 
purchases or sells
such
 
securities
 
in
 
the
 
quantities
 
and
 
at
 
the
 
times
 
the
 
securities
 
are
 
deemed
 
to
 
be
purchased
 
or
 
sold
 
for
 
a
 
Deferred
 
Compensation
 
Account
 
of
 
a
 
Participant,
 
the
Account shall be adjusted accordingly to reflect the price actually paid or received
by
 
the
 
Company
 
for
 
such
 
securities
 
after
 
adjustment
 
for
 
all
 
transaction
 
expenses
incurred (including without limitation brokerage fees and stock transfer taxes).
 
In
 
the
 
case
 
of
 
any
 
deemed
 
purchase
 
not
 
actually
 
made
 
by
 
the
 
Company,
the Deferred
 
Compensation Account
 
shall be
 
charged with
 
a dollar
 
amount equal
to
 
the
 
quantity
 
and
 
kind of
 
securities
 
deemed
 
to
 
have been
 
purchased
 
multiplied
by
 
the
 
fair
 
market
 
value
 
of
 
such
 
security
 
on
 
the
 
date
 
of
 
reference
 
and
 
shall
 
be
credited
 
with
 
the
 
quantity
 
and
 
kind
 
of
 
securities
 
so
 
deemed
 
to
 
have
 
been
purchased.
 
In the case of any deemed sale not actually made by the Company,
 
the
account shall
 
be charged
 
with the
 
quantity and
 
kind of
 
securities deemed
 
to have
been
 
sold
 
and
 
shall
 
be
 
credited
 
with
 
a
 
dollar
 
amount
 
equal
 
to
 
the
 
quantity
 
and
kind of securities deemed
 
to have been sold multiplied
 
by the fair market
 
value of
such
 
security
 
on
 
the
 
date
 
of
 
reference.
 
As
 
used
 
in
 
this
 
paragraph
 
“fair
 
market
value”
 
means
 
in
 
the
 
case
 
of
 
a
 
listed
 
security
 
the
 
closing
 
price
 
on
 
the
 
date
 
of
reference,
 
or
 
if
 
there
 
were
 
no
 
sales
 
on
 
such
 
date,
 
then
 
the
 
closing
 
price
 
on
 
the
nearest
 
preceding
 
day
 
on
 
which
 
there
 
were
 
such
 
sales,
 
and
 
in
 
the
 
case
 
of
 
an
unlisted
 
security
 
the
 
mean
 
between
 
the
 
bid
 
and
 
asked
 
prices
 
on
 
the
 
date
 
of
reference, or
 
if no
 
such prices
 
are available
 
for such
 
date, then
 
the mean
 
between
the
 
bid
 
and
 
asked
 
prices
 
to
 
the
 
nearest
 
preceding
 
day
 
for
 
which
 
such
 
prices
 
are
available.
(c)
 
Payments.
 
A Participant’s
 
Deferred Compensation Account
 
shall be debited
 
with
respect
 
to
 
payments
 
made
 
from
 
the
 
account
 
pursuant
 
to
 
this
 
Plan
 
as
 
of
 
the
 
date
such payments
 
are made
 
from the
 
account.
 
Payments shall
 
be made
 
on the
 
dates
 
 
 
Exhibit 10.19.2
 
12
 
specified
 
in
 
the
 
elections
 
of
 
the
 
Participant;
 
provided,
 
however,
 
that
 
the
Participant
 
shall
 
have
 
no
 
right
 
to
 
complain
 
or
 
make
 
a
 
claim
 
about
 
the
 
date
 
of
 
a
payment
 
if
 
such
 
payment
 
is
 
made
 
no
 
earlier
 
than
 
30
 
days
 
prior
 
to
 
the
 
specified
date
 
and
 
no
 
later
 
than
 
the
 
end
 
of
 
the
 
calendar
 
year
 
in
 
which
 
such
 
specified
 
date
falls
 
(or,
 
if
 
later,
 
by
 
the
 
15
th
 
day
 
of
 
the
 
third
 
calendar
 
month
 
following
 
the
specified date).
 
If any person to whom a payment is due hereunder is
 
under legal disability
as
 
determined
 
in
 
the
 
sole
 
discretion
 
of
 
the
 
Plan
 
Administrator,
 
the
 
Plan
Administrator
 
shall
 
have
 
the
 
power
 
to
 
cause
 
the
 
payment
 
due
 
such
 
person
 
to
 
be
made
 
to
 
such
 
person’s
 
guardian
 
or
 
other
 
legal
 
representative
 
for
 
the
 
person’s
benefit,
 
and
 
such
 
payment
 
shall
 
constitute
 
a
 
full
 
release
 
and
 
discharge
 
of
 
the
Company,
 
all members
 
of the
 
Controlled Group,
 
the Plan
 
Administrator,
 
and any
fiduciary of the Plan.
(d)
 
Statements.
 
At
 
least
 
one
 
time
 
per
 
year
 
the
 
Plan
 
Administrator
 
(or
 
a
 
third
 
party
acting for the Plan Administrator) will furnish each Participant a written statement
setting
 
forth
 
the
 
current
 
balance
 
in
 
the
 
Participant’s
 
Deferred
 
Compensation
Accounts, the amounts credited or debited to such
 
account since the last statement
and
 
the
 
payment
 
schedule
 
of
 
deferred
 
Awards,
 
and
 
deemed
 
gains,
 
losses,
earnings, or expenses accrued thereon as provided
 
by the deferred payment option
selected
 
by
 
the
 
Participant.
 
This
 
provision
 
shall
 
be
 
deemed
 
satisfied
 
if
 
the
 
Plan
Administrator
 
(or
 
a
 
third
 
party
 
acting
 
for
 
the
 
Plan
 
Administrator)
 
makes
 
such
information
 
available
 
through
 
electronic
 
means,
 
such
 
as
 
a
 
web
 
site,
 
and
 
informs
affected
 
Participants
 
of
 
the
 
availability
 
of
 
the
 
information
 
and
 
the
 
manner
 
of
accessing it.
 
Section 5.
 
Payments from Deferred Compensation Accounts.
 
(a)
 
Election
 
of
 
Method
 
of
 
Payment.
 
At
 
the
 
time
 
a
 
Potential
 
Participant
 
submits
 
an
election
 
to
 
defer
 
all
 
or
 
any
 
part
 
of
 
an
 
Award
 
under
 
an
 
Incentive
 
Compensation
Plan as provided
 
in Section 3(a) above
 
or to reduce
 
any part of salary
 
as provided
in Section
 
3(b) above
 
or to
 
defer all
 
or any
 
part of
 
an Award
 
under a
 
Long-Term
Incentive
 
Plan
 
as
 
provided
 
in
 
Section
 
3(c)
 
above,
 
the
 
Potential
 
Participant
 
shall
 
 
Exhibit 10.19.2
 
13
 
also elect, using the Election Form or
 
in such other manner prescribed by the
 
Plan
Administrator, which of the payment options, provided for in Paragraph (b) of this
Section,
 
shall
 
apply
 
to
 
the
 
deferred
 
portion
 
of
 
said
 
Award
 
or
 
salary
 
adjusted
 
for
any
 
deemed
 
gains,
 
losses,
 
earnings,
 
or
 
expenses
 
accrued
 
thereon
 
credited
 
to
 
the
Participant’s
 
Deferred
 
Compensation
 
Account
 
under
 
this
 
Plan.
 
Subject
 
to
Paragraph
 
(d)
 
of
 
this
 
Section,
 
the
 
election
 
of
 
the
 
method
 
of
 
payment
 
of
 
the
amount
 
deferred shall
 
become
 
irrevocable on
 
December
 
31
 
of
 
the
 
year
 
in
 
which
the applicable
 
Section 2(a),
 
(b), or
 
(c) notice
 
was
 
received (except
 
in the
 
case of
an
 
election
 
for
 
an
 
Award
 
under
 
an
 
Incentive
 
Compensation
 
Plan
 
determined
 
by
the
 
Plan
 
Administrator
 
to
 
be
 
“performance-based
 
compensation”
 
under
 
Code
section
 
409A,
 
the
 
election
 
shall
 
become
 
irrevocable
 
on
 
June
 
30
 
of
 
the
 
year
 
in
which
 
said
 
Section
 
2(a)
 
notice
 
was
 
received,
 
if
 
so
 
designated
 
by
 
the
 
Plan
Administrator).
 
If
 
an
 
election
 
does
 
not
 
properly
 
indicate
 
a
 
time
 
and
 
method
 
of
payment, the
 
Potential Participant
 
will be
 
deemed to
 
have elected
 
to receive
 
such
payment
 
in
 
a
 
single
 
lump
 
sum
 
at
 
the
 
earlier
 
of
 
death
 
or
 
the
 
first
 
of
 
the
 
calendar
quarter
 
that
 
is
 
(i)
 
with
 
regard
 
to
 
elections
 
made
 
before
 
January
 
1,
 
2020,
 
six
 
(6)
months
 
after
 
the
 
date
 
of
 
the
 
Participant’s
 
Separation
 
from
 
Service
 
and
 
(ii)
 
with
regard
 
to
 
elections
 
mad
 
after
 
December
 
31,
 
2019,
 
twelve
 
(12)
 
months
 
after
 
the
date of the Participant’s Separation from Service
 
other than by death.
(b)
 
Payment Options.
 
A Potential Participant may elect, using an Election
 
Form or in
such
 
other
 
manner
 
prescribed
 
by
 
the
 
Plan
 
Administrator,
 
to
 
have
 
the
 
deferred
portion of
 
an Incentive
 
Compensation Plan
 
Award
 
or salary
 
or an
 
Award
 
under a
Long-Term
 
Incentive
 
Plan,
 
described
 
in
 
Sections
 
3(a),
 
(b),
 
and
 
(c)
 
respectively
(adjusted
 
for
 
any
 
deemed
 
gains,
 
losses,
 
earnings,
 
or
 
expenses
 
accrued
 
thereon)
paid, provided
 
that, for
 
elections after
 
December 31,
 
2019, no
 
first payment
 
shall
commence later than the 100
th
 
birthday of the Participant:
(1)
 
(After Separation
 
from
 
Service)
 
in 1
 
to 15
 
annual installments,
 
in 2
 
to 30
semi-annual installments, or
 
in 4 to
 
60 quarterly installments,
 
the payment
of the first of
 
any of such installments
 
to commence on the
 
first day of the
first calendar
 
quarter which
 
is on
 
or
 
after
 
one year
 
from
 
the
 
Participant’s
Separation
 
from
 
Service
 
and
 
is
 
no
 
longer
 
than
 
five
 
years
 
from
 
the
Participant’s
 
Separation
 
from
 
Service,
 
subject
 
to
 
Paragraph
 
(d)
 
of
 
this
 
 
 
Exhibit 10.19.2
 
14
 
Section, or
(2)
 
(Date
 
Certain)
 
with
 
regard
 
only
 
to
 
the
 
deferred
 
portion
 
of
 
an
 
Incentive
Compensation Award
 
or
 
of salary
 
(but only
 
with respect
 
to salary
 
earned
on or after
 
January 1, 2015)
 
or of an
 
Award
 
under a
 
Long-Term
 
Incentive
Plan
 
(described
 
in
 
Sections
 
3(a),
 
(b),
 
and
 
(c)
 
respectively),
 
in
 
1
 
to
 
15
annual
 
installments,
 
in
 
2
 
to
 
30
 
semi-annual
 
installments,
 
or
 
in
 
4
 
to
 
60
quarterly installments, the
 
payment of the
 
first of
 
any of such
 
installments
to
 
commence
 
on
 
the
 
first
 
day
 
of
 
calendar
 
quarter
 
which
 
is
 
designated
 
by
the Participant,
 
is at
 
least one
 
year after
 
the date
 
on which
 
the election
 
is
made, subject to Paragraph (d) of this Section.
(3)
 
In the event that no election is properly and timely made with regard to the
time and method of payment under
 
Section 5(b)(i), payment shall be
 
made
on
 
the
 
earlier
 
of
 
the
 
death
 
or
 
the
 
date
 
which
 
is
 
the
 
first
 
of
 
the
 
calendar
quarter that is (i) with regard to elections
 
made before January 1, 2020, six
(6) months
 
after the
 
date of
 
the Participant’s
 
Separation from
 
Service and
(ii) twelve
 
(12) months
 
after the
 
date of
 
the Participant’s
 
Separation from
Service,
 
whether
 
by
 
retirement,
 
disability,
 
or
 
otherwise
 
(other
 
than
 
by
death), of the Participant, subject to Paragraph (d) of this Section.
A Potential Participant may elect, using an
 
Election Form or in such other
 
manner
prescribed
 
by
 
the
 
Plan
 
Administrator,
 
to
 
have
 
the
 
deferred
 
portion
 
of
 
a
 
Long-
Term
 
Incentive
 
Plan
 
Award
 
deferred
 
pursuant
 
to
 
Section
 
3(c)
 
(adjusted
 
for
 
any
deemed
 
gains,
 
losses,
 
earnings,
 
or
 
expenses
 
accrued
 
thereon)
 
paid
 
at
 
such
 
times
and in such manner as set forth on such Election Form, subject to Paragraph (d) of
this Section.
(c)
 
Method of Payment of the
 
Value
 
of Certain Restricted Stock
 
and Restricted Stock
Units.
 
If an Award
 
(other than an Award
 
deferred pursuant to Section 3(c))
 
in the
form
 
of
 
Restricted
 
Stock
 
or
 
Restricted
 
Stock
 
Units
 
provides
 
that
 
in
 
certain
instances the
 
Restricted
 
Stock or
 
Restricted Stock
 
Units shall
 
be cancelled
 
and a
market value
 
in lieu
 
thereof be
 
credited to
 
a Deferred
 
Compensation Account
 
for
the
 
Participant,
 
payment
 
of
 
such
 
Deferred Compensation
 
Account shall
 
be
 
made
on the earlier of the
 
death or the date which
 
is the first of
 
the calendar quarter that
is
 
(i)
 
with
 
regard
 
to
 
elections
 
made
 
before
 
January
 
1,
 
2020,
 
six
 
(6)
 
months
 
after
 
 
 
 
 
Exhibit 10.19.2
 
15
 
the
 
date
 
of
 
the
 
Participant’s
 
Separation
 
from
 
Service
 
and
 
(ii)
 
with
 
regard
 
to
elections
 
made
 
after
 
December
 
31,
 
2019,
 
twelve
 
(12)
 
months
 
after
 
the
 
date
 
of
Separation
 
from
 
Service,
 
whether
 
by
 
retirement,
 
disability,
 
or
 
otherwise
 
(than
death), of the Participant, subject to Paragraph (d) of this Section.
(d)
 
Change
 
in
 
Time
 
or
 
Form
 
of
 
Payment.
 
A
 
Participant
 
may
 
make
 
an
 
election
 
to
change the time
 
or form of
 
payment elected or
 
set under
 
Section 5 (including
 
this
Paragraph (d)), but only if the following rules are satisfied:
(1)
 
The
 
election
 
to
 
change
 
the
 
time
 
or
 
form
 
of
 
payment
 
may
 
not
 
take
 
effect
until at least twelve months after the date on which such election is made;
(2)
 
Except
 
for
 
a
 
payment
 
made
 
with
 
respect
 
to
 
the
 
death
 
of
 
the
 
Participant,
payment
 
under
 
such
 
election
 
may
 
not
 
be
 
made
 
earlier
 
than
 
at
 
least
 
five
years
 
from
 
the
 
date
 
the
 
payment
 
would
 
have
 
otherwise
 
been
 
made
 
or
commenced;
(3)
 
Such payment may commence as of the beginning of any calendar quarter;
(4)
 
An election to receive
 
payments in installments shall
 
be treated as a
 
single
payment for purposes of these rules;
(5)
 
The
 
election
 
may
 
not
 
result
 
in
 
an
 
impermissible
 
acceleration
 
of
 
payment
prohibited under Code section 409A;
(6)
 
No
 
more
 
than
 
three
 
(3)
 
such
 
elections
 
shall
 
be
 
permitted
 
with
 
respect
 
to
each Deferred Compensation Account of a Participant; and
(7)
 
For
 
changes
 
made
 
after
 
December
 
31,
 
2019,
 
no
 
first
 
payment
 
may
 
be
scheduled to commence after the 100
th
 
birthday of the Participant.
 
(e)
 
Effect
 
of
 
Taxation.
 
If
 
a
 
portion
 
of
 
a
 
Participant’s
 
Benefits
 
under
 
the
 
Plan
 
(and
gains,
 
losses,
 
earnings,
 
or
 
expenses
 
thereon)
 
is
 
includible
 
in
 
income
 
under
 
Code
section 409A, such portion shall be distributed immediately to the Participant.
(f)
 
Installment
 
Amount.
 
The
 
amount
 
of
 
each
 
installment
 
shall
 
be
 
determined
 
by
dividing
 
the
 
balance
 
in
 
the
 
Participant’s
 
Deferred
 
Compensation
 
Account
 
as
 
of
the date
 
the installment
 
is to
 
be paid,
 
by the
 
number of
 
installments remaining
 
to
be paid (inclusive of the current installment).
(g)
 
Death
 
of
 
Participant.
 
Upon
 
the
 
death
 
of
 
a
 
Participant,
 
the
 
Participant’s
Beneficiary
 
or
 
Beneficiaries
 
determined
 
in
 
accordance
 
with
 
Section
 
8.,
 
shall
receive
 
payments
 
in
 
accordance
 
with
 
the
 
payment
 
option
 
selected
 
by
 
the
 
Exhibit 10.19.2
 
16
 
Participant
 
or,
 
if
 
no
 
payment
 
option
 
was
 
properly
 
and
 
timely
 
selected
 
by
 
the
Participant
 
with
 
regard
 
to
 
a
 
Deferred
 
Compensation
 
Account,
 
upon
 
the
 
death
 
of
the Participant.
 
Section 6.
 
Special Provisions for Former ARCO Alaska Employees.
 
Notwithstanding any
 
provisions to
 
the contrary,
 
in order
 
to comply
 
with the
 
terms of
 
the
Master
 
Purchase
 
and
 
Sale
 
Agreement
 
(“Sale
 
Agreement”)
 
by
 
which
 
the
 
Company
acquired certain
 
Alaskan assets
 
of Atlantic
 
Richfield Company
 
(“ARCO”), a
 
Participant
who was eligible to participate in
 
the ARCO employee benefit plans immediately
 
prior to
becoming
 
an
 
Employee
 
and
 
who
 
was
 
not
 
employed
 
by
 
ARCO
 
Marine,
 
Inc.
 
(a
 
“former
ARCO Alaska
 
employee”) and
 
who was
 
classified
 
as a
 
grade 7
 
or 8
 
under ARCO’s
 
job
classification
 
system
 
and
 
was
 
eligible
 
under
 
ARCO’s
 
Executive
 
Deferral
 
Plan
 
to
voluntarily reduce salary
 
and defer the amount
 
of the voluntary salary
 
reduction and who
was
 
classified
 
as
 
a
 
grade
 
31
 
or
 
below
 
at
 
that
 
time
 
under
 
Phillips
 
Petroleum
 
Company’s
job classification system may,
 
in a manner prescribed by the Plan Administrator,
 
make an
election
 
to
 
voluntarily
 
reduce
 
salary
 
and
 
defer
 
the
 
amount
 
of
 
the
 
voluntary
 
salary
reduction for salary received
 
for 2005 and receive
 
a salary deferral credit
 
under this Plan;
provided, that
 
all of
 
the Plan
 
provisions (other
 
than eligibility
 
to participate)
 
shall apply
to such an election.
 
Section 7.
 
Schedule A Employees.
 
Notwithstanding
 
any
 
earlier
 
election
 
or
 
indication
 
of
 
preference
 
to
 
participate
 
in
voluntary salary reductions
 
to be deferred
 
into the
 
Plan in
 
2005 or deferrals
 
into the Plan
in 2005
 
of Awards
 
under an
 
Incentive Compensation
 
Plan, Schedule
 
A Employees
 
shall
have
 
their
 
participation
 
in
 
the
 
Plan
 
for
 
2005
 
revoked
 
as
 
to
 
the
 
salary
 
reductions
 
or
Incentive
 
Compensation
 
Plan
 
Award
 
or
 
both,
 
as
 
indicated
 
on
 
Schedule
 
A
 
to
 
this
 
Plan.
 
Any
 
such
 
deferrals
 
made
 
in
 
2005
 
for
 
such
 
Schedule
 
A
 
Employees
 
shall
 
be
 
returned
 
to
them
 
(together
 
with
 
any
 
gains,
 
losses,
 
earnings,
 
or
 
expenses
 
thereon)
 
on
 
or
 
before
December 31, 2005.
 
 
Exhibit 10.19.2
 
17
 
Section 8.
 
Beneficiary Designation.
 
A Participant
 
may
 
designate
 
a
 
Beneficiary
 
or
 
Beneficiaries
 
to receive
 
the
 
entire
 
balance
of
 
the
 
Participant’s
 
Deferred
 
Compensation
 
Account
 
by
 
giving
 
signed
 
written
 
notice
 
of
such designation
 
to the
 
Plan Administrator
 
upon forms
 
supplied by
 
and delivered
 
to the
Plan
 
Administrator
 
and
 
may
 
revoke
 
such
 
designations
 
in
 
writing;
 
provided,
 
that
 
writing
and
 
signing
 
may
 
be
 
done
 
by
 
any
 
electronic
 
means
 
approved
 
by
 
the
 
Plan
 
Administrator.
 
The
 
Participant
 
may
 
from
 
time
 
to
 
time
 
change
 
or
 
cancel
 
any
 
previous
 
beneficiary
designation
 
in
 
the
 
same
 
manner.
 
The
 
last
 
beneficiary
 
designation
 
received
 
by
 
the
 
Plan
Administrator shall
 
be controlling
 
over any
 
prior
 
designation and
 
over any
 
testamentary
or
 
other
 
disposition.
 
After
 
acceptance
 
by
 
the
 
Plan
 
Administrator
 
of
 
such
 
written
designation, it
 
shall take
 
effect as
 
of the
 
date on
 
which it
 
was signed
 
by the
 
Participant,
whether the
 
Participant is
 
living at
 
the time
 
of such
 
receipt, but
 
without prejudice
 
to the
Company
 
or
 
any
 
member
 
of
 
the
 
Controlled
 
Group
 
or
 
the
 
Plan
 
Administrator
 
or
 
their
respective employees and
 
agents on account of
 
any payment made
 
under this Plan
 
before
receipt
 
of
 
such
 
designation.
 
If
 
no
 
designation
 
of
 
a
 
Beneficiary
 
is
 
on
 
file
 
with
 
the
 
Plan
Administrator
 
at
 
the
 
time
 
of
 
the
 
death
 
of
 
the
 
Participant
 
or
 
such
 
designation
 
is
 
not
effective
 
for
 
any
 
reason
 
as
 
determined
 
by
 
the
 
Plan
 
Administrator,
 
then,
 
for
 
purposes
 
of
this
 
Plan,
 
“Beneficiary”
 
shall
 
mean,
 
and
 
such
 
Benefits
 
shall
 
be
 
paid
 
to,
 
(i)
 
the
Participant's
 
surviving
 
spouse
 
as
 
of
 
the
 
Participant's
 
date
 
of
 
death,
 
or
 
(ii)
 
if
 
there
 
is
 
no
surviving spouse as of the Participant's date of death, the Participant’s estate.
 
Section 9.
 
Acceleration of Payment of Benefits.
 
Notwithstanding
 
any
 
other
 
provision
 
of
 
this
 
Plan
 
to
 
the
 
contrary,
 
except
 
as
 
provided
 
in
Section 18(g) and below,
 
in no event shall this
 
Plan permit the acceleration
 
of the time or
schedule
 
of
 
any
 
payment
 
or
 
distribution
 
under
 
this
 
Plan,
 
except
 
that
 
the
 
Plan
Administrator may accelerate a
 
payment or distribution under
 
this Plan to
 
comply with a
certificate
 
of
 
divestiture,
 
as
 
provided
 
in
 
section
 
1.409A-3(j)(4)(iii)
 
of
 
the
 
Treasury
regulations.
 
Moreover,
 
if
 
a
 
portion
 
of
 
a
 
Participant's
 
Benefit
 
(and
 
earnings,
 
gains,
 
and
losses thereon)
 
is includible
 
in income
 
under Code
 
section 409A,
 
then such
 
portion shall
 
Exhibit 10.19.2
 
18
 
be
 
distributed
 
immediately
 
to
 
the
 
Participant
 
in
 
accordance
 
with
 
section
 
1.409A-
3(j)(4)(vii) of the Treasury regulations.
 
Section 10.
 
Nonassignability.
 
The
 
interest
 
of
 
a
 
Participant
 
or
 
his
 
Beneficiary
 
or
 
Beneficiaries
 
hereunder
 
may
 
not
 
be
sold,
 
transferred,
 
assigned,
 
or
 
encumbered
 
in
 
any
 
manner,
 
either
 
voluntarily
 
or
involuntarily,
 
and
 
any
 
attempt
 
so
 
to
 
anticipate,
 
alienate,
 
sell,
 
transfer,
 
assign,
 
pledge,
encumber, or
 
charge the
 
same shall be null
 
and void; neither
 
shall the Benefits
 
hereunder
be
 
liable
 
for
 
or
 
subject
 
to
 
the
 
debts,
 
contracts,
 
liabilities,
 
engagements,
 
or
 
torts
 
of
 
any
person
 
to
 
whom
 
such
 
Benefits
 
or
 
funds
 
are
 
payable,
 
nor
 
shall
 
they
 
be
 
an
 
asset
 
in
bankruptcy or subject to garnishment, attachment, or other legal or equitable proceedings.
 
Section 11.
 
Administration.
 
(a)
 
The
 
Plan
 
shall
 
be
 
administered
 
by
 
the
 
Plan
 
Administrator.
 
The
 
Plan
Administrator may
 
delegate to
 
employees of
 
the Company
 
or any
 
member of
 
the
Controlled
 
Group
 
the
 
authority
 
to
 
execute
 
and
 
deliver
 
such
 
instruments
 
and
documents,
 
to
 
do
 
all
 
such
 
acts
 
and
 
things,
 
and
 
to
 
take
 
such
 
other
 
steps
 
deemed
necessary,
 
advisable, or
 
convenient for
 
the effective
 
administration of
 
the Plan
 
in
accordance
 
with
 
its
 
terms
 
and
 
purpose,
 
except
 
that
 
the
 
Plan
 
Administrator
 
may
not
 
delegate
 
any
 
discretionary
 
authority
 
with
 
respect
 
to
 
substantive
 
decisions
 
or
functions regarding
 
the Plan
 
or Benefits
 
under the
 
Plan.
 
The Plan
 
Administrator
may designate
 
a third
 
party to
 
provide services
 
that may
 
include record
 
keeping,
Participant accounting, Participant communication, payment of installments
 
to the
Participant,
 
tax
 
reporting,
 
and
 
any
 
other
 
services
 
specified
 
in
 
an
 
agreement
 
with
such third
 
party.
 
The Plan
 
Administrator may
 
adopt such
 
rules, regulations,
 
and
forms
 
as
 
deemed
 
desirable
 
for
 
administration
 
of
 
the
 
Plan
 
and
 
shall
 
have
 
the
discretionary
 
authority
 
to
 
allocate
 
responsibilities
 
under
 
the
 
Plan
 
to
 
such
 
other
persons
 
as
 
may
 
be
 
designated.
 
The
 
Plan
 
Administrator
 
shall
 
have
 
absolute
discretion
 
in
 
carrying
 
out
 
its
 
responsibilities,
 
and
 
all
 
interpretations,
 
findings
 
of
fact
 
and
 
resolutions
 
described
 
herein
 
which
 
are
 
made
 
by
 
the
 
Plan
 
Administrator
 
Exhibit 10.19.2
 
19
 
shall be binding, final and conclusive on all parties.
(b)
 
The
 
Plan
 
Administrator
 
and
 
his
 
or
 
her
 
delegates
 
shall
 
serve
 
without
 
bond
 
and
without
 
compensation
 
for
 
services
 
under
 
this
 
Plan.
 
All
 
expenses
 
of
 
the
 
Plan
Administrator and his or her delegates for services under this Plan shall be paid by
the
 
Company.
 
None
 
of
 
the
 
Plan
 
Administrator
 
or
 
his
 
or
 
her
 
delegates
 
shall
 
be
liable
 
for
 
any
 
act
 
or
 
omission
 
on
 
his
 
or
 
her
 
own
 
part
 
excepting
 
his
 
or
 
her
 
own
willful
 
misconduct.
 
Without
 
limiting
 
the
 
generality
 
of
 
the
 
foregoing,
 
any
 
such
decision
 
or
 
action
 
taken
 
by
 
the
 
Plan
 
Administrator
 
or
 
his
 
or
 
her
 
delegates
 
in
reliance
 
upon
 
any
 
information
 
supplied
 
by
 
an
 
officer
 
of
 
the
 
Company,
 
the
Company's
 
legal
 
counsel,
 
or
 
the
 
Company's
 
independent
 
accountants
 
in
connection
 
with
 
the
 
administration
 
of
 
this
 
Plan
 
shall
 
be
 
deemed
 
to
 
have
 
been
taken in good faith.
 
 
Section 11.1
 
Claim for Benefits.
 
 
(a)
 
Any
 
claim
 
for
 
benefits
 
hereunder
 
shall
 
be
 
presented
 
in
 
writing
 
to
 
the
 
Plan
Administrator
 
for
 
consideration,
 
grant,
 
or
 
denial.
 
Claimants
 
will
 
be
 
notified
 
in
writing
 
of
 
approved
 
claims,
 
which
 
will
 
be
 
processed
 
as
 
claimed.
 
A
 
claim
 
is
considered
 
approved
 
only
 
if
 
its
 
approval
 
is
 
communicated
 
in
 
writing
 
to
 
a
claimant.
(b)
 
In the
 
case of
 
a denial
 
of a
 
claim respecting
 
benefits paid
 
or payable
 
with respect
to
 
a
 
Participant,
 
a
 
written
 
notice
 
will
 
be
 
furnished
 
to
 
the
 
claimant
 
within
 
ninety
(90) days of the date
 
on which the claim is
 
received by the Plan
 
Administrator.
 
If
special circumstances (such
 
as for a hearing)
 
require a longer
 
period, the claimant
will be notified in
 
writing, prior to the
 
expiration of the ninety
 
(90)-day period, of
the
 
reasons
 
for
 
an
 
extension
 
of
 
time;
 
provided,
 
however,
 
that
 
no
 
extensions
 
will
be permitted beyond ninety (90) days after the expiration of the initial ninety (90)-
day period.
 
A denial
 
or partial
 
denial of
 
a claim
 
will be
 
dated and
 
signed by
 
the
Plan Administrator and will clearly set forth:
(1)
 
the specific reason or reasons for the denial;
(2)
 
specific reference to pertinent Plan provisions on which the denial is
based;
 
Exhibit 10.19.2
 
20
 
(3)
 
a description of any additional material or information necessary for the
claimant to perfect the claim and an explanation of why such material or
information is necessary; and
(4)
 
an explanation of the procedure for review of the denied or partially
denied claim set forth below, including the claimant’s
 
right to bring a civil
action under ERISA section 502(a) following an adverse benefit
determination on review.
(c)
 
Upon
 
denial
 
of
 
a
 
claim,
 
in
 
whole
 
or
 
in
 
part,
 
a
 
claimant
 
or
 
his
 
duly
 
authorized
representative will
 
have the
 
right to
 
submit a
 
written request
 
to the
 
Trustee
 
for a
full and
 
fair
 
review of
 
the denied
 
claim by
 
filing
 
a written
 
notice
 
of
 
appeal
 
with
the Trustee
 
within sixty
 
(60) days
 
of the
 
receipt by
 
the claimant
 
of written
 
notice
of the denial
 
of the claim.
 
A claimant or
 
the claimant’s
 
authorized representative
will have, upon request and
 
free of charge, reasonable access
 
to, and copies of, all
documents,
 
records,
 
and
 
other
 
information
 
relevant
 
to
 
the
 
claimant’s
 
claim
 
for
benefits
 
and
 
may
 
submit
 
issues
 
and
 
comments
 
in
 
writing.
 
The
 
review
 
will
 
take
into
 
account all
 
comments,
 
documents,
 
records, and
 
other
 
information
 
submitted
by the
 
claimant relating
 
to the
 
claim, without
 
regard to
 
whether such
 
information
was
 
submitted
 
or
 
considered
 
in
 
the
 
initial
 
benefit
 
determination.
 
If the
 
claimant
fails to
 
file a
 
request for
 
review within
 
sixty
 
(60) days
 
of the
 
denial notification,
the claim
 
will be
 
deemed abandoned
 
and the
 
claimant precluded
 
from reasserting
it.
 
If
 
the
 
claimant
 
does
 
file
 
a
 
request
 
for
 
review,
 
his
 
request
 
must
 
include
 
a
description of
 
the issues
 
and evidence
 
he deems
 
relevant.
 
Failure to
 
raise issues
or present
 
evidence on
 
review will
 
preclude those
 
issues or
 
evidence from
 
being
presented in any subsequent proceeding or judicial review of the claim.
(d)
 
The
 
Trustee
 
will
 
provide
 
a
 
prompt
 
written
 
decision
 
on
 
review.
 
If
 
the
 
claim
 
is
denied on review, the decision shall set forth:
(1)
 
the specific reason or reasons for the adverse determination;
(2)
 
specific
 
reference
 
to
 
pertinent
 
Plan
 
provisions
 
on
 
which
 
the
 
adverse
determination is based;
(3)
 
a statement that the claimant is entitled to receive, upon request and free of
charge,
 
reasonable
 
access
 
to,
 
and
 
copies
 
of,
 
all
 
documents,
 
records,
 
and
other information relevant to the claimant’s claim for benefits; and
 
 
Exhibit 10.19.2
 
21
 
(4)
 
a
 
statement
 
describing
 
any
 
voluntary
 
appeal
 
procedures
 
offered
 
by
 
the
Plan
 
and
 
the
 
claimant’s
 
right
 
to
 
obtain
 
the
 
information
 
about
 
such
procedures, as well as a statement of the claimant’s
 
right to bring an action
under ERISA section 502(a).
(e)
 
A
 
decision
 
will
 
be
 
rendered
 
no
 
more
 
than
 
sixty
 
(60)
 
days
 
after
 
the
 
Trustee’s
receipt of
 
the request
 
for review,
 
except that
 
such period
 
may be
 
extended for
 
an
additional
 
sixty
 
(60)
 
days
 
if
 
the
 
Trustee
 
determines
 
that
 
special
 
circumstances
(such as for a hearing) require
 
such extension.
 
If an extension of time
 
is required,
written notice of
 
the extension
 
will be furnished
 
to the claimant
 
before the
 
end of
the initial sixty (60)-day period.
(f)
 
To
 
the extent permitted by
 
law, decisions
 
reached under the claims procedures
 
set
forth in
 
this Section
 
shall be
 
final and
 
binding on
 
all parties.
 
No legal
 
action for
benefits
 
under
 
the
 
Plan
 
shall
 
be
 
brought
 
unless
 
and
 
until
 
the
 
claimant
 
has
exhausted his
 
remedies under
 
this Section.
 
In any
 
such legal
 
action, the
 
claimant
may only
 
present evidence
 
and theories
 
which
 
the
 
claimant
 
presented during
 
the
claims procedure.
 
Any
 
claims which
 
the
 
claimant
 
does not
 
in good
 
faith
 
pursue
through
 
the
 
review
 
stage
 
of
 
the
 
procedure
 
shall
 
be
 
treated
 
as
 
having
 
been
irrevocably waived.
 
Judicial review
 
of a claimant’s
 
denied claim shall
 
be limited
to a
 
determination of
 
whether the
 
denial was
 
an abuse
 
of discretion
 
based on
 
the
evidence and theories the claimant presented during the claims procedure.
(g)
 
Any payment to a Participant or Beneficiary,
 
all in accordance with the provisions
of
 
this
 
Plan,
 
shall
 
to
 
the
 
extent
 
thereof
 
be
 
in
 
full
 
satisfaction
 
of
 
all
 
claims
hereunder
 
against
 
the
 
Plan
 
Administrator,
 
the
 
Company
 
and
 
all
 
Participating
Subsidiaries,
 
any
 
of
 
which
 
may
 
require
 
such
 
Participant
 
or
 
Beneficiary
 
as
 
a
condition to
 
such payment
 
to execute
 
a receipt
 
and
 
release therefor
 
in such
 
form
as shall be
 
determined by the
 
Plan Administrator,
 
the Company or
 
a Participating
Subsidiary.
 
If a
 
receipt and
 
release is
 
required and
 
the Participant
 
or Beneficiary
(as
 
applicable)
 
does
 
not
 
provide
 
such
 
receipt
 
and
 
release
 
in
 
a
 
timely
 
enough
manner
 
to
 
permit
 
a
 
timely
 
distribution
 
in
 
accordance
 
with
 
the
 
general
 
timing
 
of
distribution
 
provisions
 
in
 
this
 
Plan,
 
the
 
payment
 
of
 
any
 
affected
 
distribution(s)
shall be forfeited.
 
Exhibit 10.19.2
 
22
 
(h)
 
Benefits under
 
this Plan
 
will be
 
paid only
 
if the
 
Plan Administrator
 
decides in
 
its
discretion
 
that
 
a
 
Participant
 
or
 
Beneficiary
 
is
 
entitled
 
to
 
the
 
Benefits.
 
Notwithstanding
 
the
 
foregoing
 
or
 
any
 
provision
 
of
 
this
 
Plan,
 
a
 
Participant
 
(or
other claimant)
 
must exhaust
 
all administrative
 
remedies set
 
forth in
 
this
 
Section
11.1
 
or
 
otherwise
 
established
 
by
 
the
 
Plan
 
Administrator
 
before
 
bringing
 
any
action
 
at
 
law
 
or
 
equity.
 
Any
 
claim
 
based on
 
a
 
denial of
 
a
 
claim
 
under this
 
Plan
must be brought
 
no later
 
than the date
 
which is two
 
(2) years after
 
the date
 
of the
final denial of a claim under this Section 11.1.
 
Any claim not brought within such
time shall be waived and forever barred.
 
Section 12.
 
Rights of Employees and Participants.
 
Nothing
 
contained in
 
the
 
Plan
 
(or
 
in
 
any
 
other
 
documents
 
related
 
to
 
this
 
Plan
 
or
 
to
 
any
Benefit
 
under
 
the
 
Plan)
 
shall
 
confer
 
upon
 
any
 
Employee
 
or
 
Participant
 
any
 
right
 
to
continue in the employ or
 
other service of the Company
 
or any member of the
 
Controlled
Group
 
or
 
constitute
 
any
 
contract
 
or
 
limit
 
in
 
any
 
way
 
the
 
right
 
of
 
the
 
Company
 
or
 
any
member of
 
the Controlled
 
Group to
 
change such
 
person's compensation
 
or other
 
benefits
or position or to terminate the employment of such person with or without cause.
 
Section 13.
 
Determination of Recipients of Awards.
 
The
 
determination
 
of
 
those
 
persons
 
who
 
are
 
entitled
 
to
 
Awards
 
under
 
an
 
Incentive
Compensation
 
Plan
 
and any
 
other
 
such
 
plans
 
shall
 
be
 
governed solely
 
by
 
the
 
terms
 
and
provisions
 
of
 
the
 
applicable
 
plan
 
or
 
program,
 
and
 
the
 
selection
 
of
 
an
 
Employee
 
as
 
a
Potential
 
Participant or
 
the
 
acceptance
 
of
 
an indication
 
of
 
preference to
 
defer
 
an
 
Award
hereunder shall not in any way entitle such Potential Participant to an Award.
 
Section 14.
 
Awards in Foreign
 
Countries.
 
 
The
 
Board
 
or
 
its
 
delegate
 
shall
 
have
 
the
 
authority
 
to
 
adopt
 
such
 
modifications,
procedures, and
 
subplans as
 
may be
 
necessary or
 
desirable to
 
comply with
 
provisions of
the
 
laws
 
of
 
foreign
 
countries
 
in
 
which
 
the
 
Company
 
or
 
Participating
 
Subsidiaries
 
may
 
 
 
Exhibit 10.19.2
 
23
 
operate to
 
assure the
 
viability of
 
the Benefits
 
of Participants
 
employed in
 
such countries
and to meet the purpose of this Plan.
 
 
Section 15.
 
Amendment and Termination.
 
The Board reserves
 
the right
 
to amend this
 
Plan from time
 
to time,
 
to terminate this
 
Plan
entirely
 
at
 
any
 
time,
 
and
 
to
 
delegate
 
such
 
authority
 
as
 
the
 
Board
 
deems
 
necessary
 
or
desirable;
 
provided,
 
however,
 
that
 
no
 
amendment
 
may
 
affect
 
the
 
balance
 
in
 
a
Participant’s
 
account on
 
the effective
 
date
 
of
 
the
 
amendment; and,
 
further
 
provided, the
Company shall remain
 
liable for any
 
Benefits accrued under
 
this Plan prior
 
to the date
 
of
amendment or termination.
 
Section 16.
 
Method of Providing Payments.
 
(a)
 
Nonsegregation.
 
Amounts
 
deferred
 
pursuant
 
to
 
this
 
Plan
 
and
 
the
 
crediting
 
of
amounts
 
to
 
a
 
Participant’s
 
Deferred
 
Compensation
 
Accounts
 
shall
 
represent
 
the
Company’s
 
unfunded
 
and
 
unsecured
 
promise
 
to
 
pay
 
compensation
 
in
 
the
 
future.
 
With
 
respect to
 
said
 
amounts,
 
the
 
relationship
 
of the
 
Company
 
and
 
a
 
Participant
shall be
 
that of
 
debtor and
 
general unsecured
 
creditor.
 
While the
 
Company may
make investments for
 
the purpose of
 
measuring and meeting
 
its obligations under
this Plan
 
such investments shall
 
remain the sole
 
property of
 
the Company
 
subject
to claims of its creditors generally, and shall not be deemed to form or be included
in any part of the Deferred Compensation Accounts.
(b)
 
Funding.
 
It is
 
the intention
 
of the
 
Company that
 
this
 
Plan shall
 
be unfunded
 
for
federal tax
 
purposes and
 
for purposes
 
of Title
 
I of
 
ERISA.
 
All amounts
 
payable
under this
 
Plan
 
shall
 
be paid
 
solely
 
from
 
the
 
general assets
 
of
 
the
 
Company
 
and
any
 
rights
 
accruing
 
to
 
a
 
Participant
 
under
 
this
 
Plan
 
shall
 
be
 
those
 
of
 
a
 
general
creditor; provided, however,
 
that the Company
 
may establish one
 
or more grantor
trusts to
 
satisfy part
 
or all
 
of the
 
Company's Plan
 
payment obligations
 
so long
 
as
this
 
Plan
 
remains
 
unfunded
 
for
 
purposes
 
of
 
sections
 
201(2),
 
301(a)(3),
 
and
401(a)(1) of ERISA.
 
 
Exhibit 10.19.2
 
24
 
Section 17.
 
Miscellaneous Provisions.
 
(a)
 
Except
 
as
 
otherwise
 
provided
 
herein,
 
the
 
Plan
 
shall
 
be
 
binding
 
upon
 
the
Company,
 
its successors and
 
assigns, including but
 
not limited to
 
any corporation
which may acquire all or substantially all of the Company’s
 
assets and business or
with or into which the Company may be consolidated or merged.
(b)
 
This Plan
 
shall be
 
construed, regulated,
 
and administered
 
in
 
accordance with
 
the
laws of the State of Texas
 
except to the extent that said laws have been preempted
by
 
the
 
laws
 
of
 
the
 
United
 
States.
 
The
 
forum
 
and
 
venue
 
for
 
any
 
suit
 
brought
regarding any claim under this Plan shall be in Harris County, Texas.
(c)
 
If
 
any
 
provision
 
of
 
this
 
Plan
 
shall
 
be
 
held
 
illegal
 
or
 
invalid
 
for
 
any
 
reason,
 
said
illegality
 
or
 
invalidity
 
shall
 
not
 
affect
 
the
 
remaining
 
provisions
 
hereof;
 
instead,
each
 
provision
 
shall
 
be
 
fully
 
severable,
 
and
 
this
 
Plan
 
shall
 
be
 
construed
 
and
enforced as if said illegal or invalid provision had never been included herein.
(d)
 
For
 
purposes
 
of
 
this
 
Plan,
 
electronic
 
communications
 
and
 
signatures
 
shall
 
be
considered to be
 
in writing if
 
made in conformity
 
with procedures which
 
the Plan
Administrator may adopt from time to time.
(e)
 
The
 
Plan
 
Administrator,
 
in
 
its
 
sole
 
discretion,
 
may
 
direct
 
that
 
a
 
payment
 
to
 
be
made
 
to
 
an
 
incompetent
 
or
 
disabled
 
person,
 
whether
 
because
 
of
 
minority
 
or
mental
 
or
 
physical
 
disability,
 
instead
 
be
 
made
 
to
 
the
 
guardian
 
or
 
legal
representative
 
of
 
such
 
person
 
or
 
to
 
the
 
person
 
having
 
custody
 
of
 
such
 
person
(unless prior
 
claim therefor
 
shall have
 
been made
 
by a
 
duly qualified
 
guardian or
other
 
legal
 
representative),
 
without
 
further
 
liability
 
either
 
on
 
the
 
part
 
of
 
the
Company
 
or
 
a
 
Participating
 
Subsidiary
 
or
 
the
 
Plan
 
for
 
the
 
amount
 
of
 
such
payment
 
to
 
the
 
person
 
on
 
whose
 
benefit
 
such
 
payment
 
is
 
made.
 
Any
 
payment
made
 
in
 
accordance
 
with
 
the
 
provisions
 
of
 
this
 
provision
 
shall
 
be
 
a
 
complete
discharge
 
of
 
any
 
liability
 
of
 
the
 
Company,
 
its
 
Subsidiaries,
 
and
 
this
 
Plan
 
with
respect to the Benefits so paid.
(f)
 
Payment
 
of
 
Plan
 
Benefits
 
may
 
be
 
subject
 
to
 
administrative
 
or
 
other
 
delays
 
that
result
 
in
 
payment
 
to
 
the
 
Participant
 
or
 
his
 
beneficiaries
 
on
 
a
 
date
 
later
 
than
 
the
date specified
 
in this
 
Plan or
 
the Participant's
 
Election Form.
 
Any such
 
payment
delays
 
will
 
comply
 
with
 
Code
 
section
 
409A
 
of
 
the
 
Code,
 
including
 
without
 
Exhibit 10.19.2
 
25
 
limitation
 
section
 
1.409A-2(b)(7)
 
of
 
the
 
Treasury
 
regulations.
 
No
 
Participant
 
or
Beneficiary
 
shall
 
be
 
entitled
 
to
 
any
 
additional
 
earnings
 
or
 
interest
 
in
 
respect
 
of
any such payment delays, nor shall any Participant or Beneficiary be provided any
election with respect to the timing of any delayed payment.
(g)
 
If
 
all
 
or
 
any
 
part
 
of
 
any
 
Participant's
 
or
 
Beneficiary's
 
Benefits
 
hereunder
 
shall
become subject to any estate, inheritance, income, employment
 
or other tax which
the
 
Company
 
shall
 
be
 
required
 
to
 
pay
 
or
 
withhold,
 
the
 
Company
 
shall
 
have
 
the
full power
 
and authority
 
to withhold
 
and pay
 
such tax
 
out of
 
any monies
 
or other
property
 
held
 
for
 
the
 
account
 
of
 
the
 
Participant
 
or
 
Beneficiary
 
whose
 
interests
hereunder
 
are
 
so
 
affected
 
(including,
 
without
 
limitation,
 
by
 
reducing
 
and
offsetting the Participant's or
 
Beneficiary's account balance).
 
Prior to making any
payment,
 
the
 
Company
 
may
 
require
 
such
 
releases
 
or
 
other
 
documents
 
from
 
any
lawful taxing authority as it shall deem necessary or desirable.
(h)
 
No
 
amount
 
accrued
 
or
 
payable
 
hereunder
 
shall
 
be
 
deemed
 
to
 
be
 
a
 
portion
 
of
 
an
Employee's
 
compensation
 
or
 
earnings
 
for
 
the
 
purpose
 
of
 
any
 
other
 
employee
benefit
 
plan
 
adopted
 
or
 
maintained
 
by
 
the
 
Company,
 
nor
 
shall
 
this
 
Plan
 
be
deemed to amend or modify the provisions of the CPSP.
(i)
 
It is
 
the intention
 
of the
 
Company that,
 
so long
 
as any
 
of ConocoPhillips
 
 
equity
securities
 
are
 
registered
 
pursuant
 
to
 
section
 
12(b)
 
or
 
12(g)
 
of
 
the
 
Exchange
 
Act,
this Plan
 
shall be
 
operated in
 
compliance with
 
16(b) of
 
the Exchange
 
Act and,
 
if
any Plan provision
 
or transaction is found
 
not to comply
 
with section 16(b)
 
of the
Exchange Act,
 
that provision
 
or transaction,
 
as the
 
case may
 
be, shall
 
be deemed
null and void
ab initio
.
 
Notwithstanding anything
 
in the Plan
 
to the
 
contrary,
 
the
Company,
 
in its
 
absolute discretion,
 
may bifurcate
 
the Plan
 
so as
 
to restrict,
 
limit
or condition
 
the use
 
of any
 
provision of
 
the Plan
 
to Participants
 
who are
 
officers
and directors
 
subject to
 
section 16(b)
 
of the
 
Exchange Act
 
without so
 
restricting,
limiting, or conditioning the Plan with respect to other Participants.
(j)
 
This
 
Plan
 
is
 
intended
 
to
 
meet
 
the
 
requirements
 
of
 
Code
 
section
 
409А,
 
as
applicable,
 
in
 
order
 
to
 
avoid
 
any
 
adverse
 
tax
 
consequences
 
resulting
 
from
 
any
failure
 
to
 
comply
 
with
 
Code
 
section
 
409А
 
and,
 
as
 
a
 
result,
 
this
 
Plan
 
shall
 
be
operated
 
in
 
a
 
manner
 
consistent
 
with
 
such
 
compliance.
 
Except
 
to
 
the
 
extent
expressly
 
set
 
forth
 
in
 
this
 
Plan,
 
the
 
Participant
 
(and/or
 
the
 
Participant's
 
Exhibit 10.19.2
 
26
 
Beneficiary,
 
as applicable) shall
 
have no right
 
to dictate the
 
taxable year in
 
which
any payment hereunder that is subject to Code section 409А should be paid.
(k)
 
This
 
Title
 
II
 
replaced
 
Title
 
I
 
of
 
the
 
Plan,
 
which
 
was
 
frozen
 
effective
 
as
 
of
December
 
31,
 
2004.
 
The
 
distribution
 
of
 
amounts
 
that
 
were
 
earned
 
and
 
vested
(within
 
the
 
meaning
 
of
 
Code
 
section
 
409A
 
and
 
official
 
guidance
 
issued
thereunder)
 
under
 
Title
 
I
 
of
 
the
 
Plan
 
prior
 
to
 
January
 
1,
 
2005
 
(and
 
earnings
thereon) are exempt from the requirements of Code section 409A shall be
 
made in
accordance with the terms of the Title I of the Plan.
(l)
 
At the Effective
 
Time, certain
 
active employees of
 
Phillips 66 and
 
members of its
controlled
 
group
 
ceased
 
to
 
participate
 
in
 
the
 
Plan,
 
and
 
the
 
liabilities,
 
including
liabilities related to
 
benefits grandfathered from Code
 
section 409A (
i.e.
, amounts
deferred
 
and
 
vested
 
prior
 
to
 
January
 
1,
 
2005),
 
for
 
these
 
participant's
 
benefits
under the Plan were transferred to the members of the Phillips 66 controlled group
and
 
continued
 
as
 
the
 
Phillips
 
66
 
Key
 
Employee
 
Deferred
 
Compensation
 
Plan.
 
ConocoPhillips
 
distributed
 
its
 
interest
 
in
 
Phillips
 
66
 
to
 
its
 
shareholders
 
as
 
of
 
the
Distribution.
 
On
 
and
 
after
 
the
 
Effective
 
Time,
 
the
 
Company,
 
ConocoPhillips,
other members of the
 
Controlled Group (as determined
 
after the Distribution), the
Plan,
 
any
 
directors,
 
officers,
 
or
 
employees
 
of
 
any
 
member
 
of
 
the
 
Controlled
Group
 
(as
 
determined
 
after
 
the
 
Distribution),
 
and
 
any
 
successors
 
thereto,
 
shall
have no further obligation or liability to, or on
 
behalf of, any such participant with
respect to any
 
benefit, amount,
 
or right transferred
 
to or due
 
under the Phillips
 
66
Key Employee Deferred Compensation Plan.
 
Further,
 
as
 
of
 
the
 
Distribution,
 
any
 
Phillips
 
66
 
common
 
stock
 
("Phillips
 
66
Stock")
 
held
 
in
 
the
 
Company
 
Stock
 
Fund
 
shall
 
be
 
transferred
 
to
 
a
 
separate
Investment
 
Option
 
under
 
this
 
Plan
 
that
 
is
 
accounted
 
for
 
as
 
if
 
investments
 
were
made
 
in
 
Phillips
 
66
 
Stock,
 
although
 
no
 
such
 
actual
 
investments
 
need
 
be
 
made,
with
 
accounting
 
entries
 
being
 
sufficient
 
therefor.
 
Investments
 
in
 
the
 
Phillips
 
66
Stock
 
fund
 
will
 
be
 
determined
 
as
 
of
 
the
 
Distribution.
 
On
 
and
 
after
 
the
Distribution, a
 
Participant will
 
be allowed
 
to hold
 
or liquidate
 
his or
 
her deemed
investment in Phillips
 
66 Stock.
 
No additional deemed investments
 
in Phillips 66
Stock will be allowed to be elected.
 
Further still,
 
as of
 
the Distribution,
 
the Restricted
 
Stock and
 
Restricted Stock
 
Exhibit 10.19.2
 
27
 
Units
 
of
 
ConocoPhillips
 
shall
 
be
 
converted
 
into
 
Restricted
 
Stock
 
and
 
Restricted
Stock
 
Units
 
of
 
ConocoPhillips
 
and
 
restricted
 
stock
 
and
 
restricted
 
stock
 
units
 
of
Phillips
 
66
 
as
 
provided
 
in
 
the
 
Agreement.
 
The
 
amounts
 
to
 
be
 
credited
 
to
 
a
Participant's Deferred Compensation Account under
 
Section 4(a) will be
 
based on
such Restricted Stock and
 
Restricted Stock Units of
 
ConocoPhillips and restricted
stock and restricted stock units of Phillips 66 after the Distribution.
 
Furthermore,
 
with
 
regard
 
to
 
any
 
valuation
 
that
 
occurs
 
after
 
the
 
Distribution
and
 
which
 
requires
 
valuation
 
of
 
Stock
 
or
 
the
 
common
 
stock
 
of
 
Phillips
 
66
("Phillips
 
66
 
Common
 
Stock"),
 
or
 
of
 
both,
 
from
 
a
 
time
 
on
 
or
 
before
 
the
Distribution and from a time
 
after the Distribution, then the
 
following shall apply,
in
 
order
 
to
 
allow
 
the
 
valuation
 
to
 
take
 
into
 
account
 
the
 
distribution
 
by
 
stock
dividend of one
 
share of
 
Phillips 66
 
Common Stock for
 
each two
 
shares of
 
Stock
held at the Distribution:
(1)
 
The value
 
of Stock
 
or of
 
Phillips 66
 
Common Stock determined
 
as of
 
any
date
 
after
 
the
 
Distribution
 
shall
 
be
 
determined
 
using
 
market
 
information
related to each;
(2)
 
The value of Stock determined as
 
of any date on or before the
 
Distribution
that
 
does
 
not
 
also
 
require
 
a
 
valuation
 
of
 
Stock
 
as
 
of
 
any
 
date
 
after
 
the
Distribution shall be determined using
 
market information related to Stock
as it traded on or before the Distribution;
(3)
 
The value of Stock determined
 
as of any date on or
 
before the Distribution
that also
 
requires a
 
valuation of
 
Stock or
 
of Phillips
 
66 Common
 
Stock as
of any
 
date
 
after the
 
Distribution
 
shall be
 
deemed
 
to be
 
two-thirds
 
of
 
the
value of
 
Stock determined
 
using market
 
information related
 
to Stock
 
as it
traded on or before the Distribution; and
(4)
 
The value
 
of Phillips
 
66 Common
 
Stock determined
 
as of
 
any date
 
on or
before the Distribution that also requires a valuation of Stock or of Phillips
66 Common Stock
 
as of any date
 
after the Distribution
 
shall be deemed to
be
 
one-third
 
of
 
the
 
value
 
of
 
Stock
 
determined
 
using
 
market
 
information
related to Stock as it traded on or before the Distribution.
 
 
Exhibit 10.19.2
 
28
 
Section 18.
 
Effective Date of the Restated Plan.
 
Title
 
II
 
of
 
the
 
Key
 
Employee
 
Deferred
 
Compensation
 
Plan
 
of
 
ConocoPhillips
 
is
 
hereby
amended and
 
restated as
 
set forth
 
in this
 
2020 Amendment
 
and Restatement
 
effective as
of January 1, 2020.
 
 
Executed this ____ day of December, 2019, by a duly authorized officer of the Company.
 
 
 
 
Heather G. Sirdashney
Vice President, Human Resources
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
KEDCP Title II 2020 Restatement
 
12-19-2019
 
Exhibit 10.19.2
 
29
 
APPENDIX A
 
SELECT NEW HIRES TO
 
TITLE II OF
 
THE KEY EMPLOYEE DEFERRED COMEPNSATION
 
PLAN OF
CONOCOPHILLIPS
 
 
 
For Select New Hires, as set forth in resolutions adopted from time to time by the Human
Resources and Compensation
 
Committee of the
 
Board of Directors of
 
ConocoPhillips, or
its successor, the following provisions apply:
 
1.
 
The
 
Select
 
New
 
Hire
 
will,
 
effective
 
on
 
the
 
first
 
day
 
of
 
employment
 
with
 
the
Controlled
 
Group,
 
become
 
a
 
Participant
 
in
 
Title
 
II
 
of
 
the
 
Key
 
Employee
 
Deferred
Compensation
 
Plan
 
of
 
ConocoPhillips.
 
A
 
Deferred
 
Compensation
 
Account
 
will
 
be
created
 
for
 
the
 
Select
 
New
 
Hire
 
in
 
the
 
Plan.
 
The
 
amount
 
set
 
forth
 
in
 
the
 
applicable
resolution
 
will
 
be
 
credited
 
to
 
the
 
Deferred
 
Compensation
 
Account
 
for
 
the
 
Select
 
New
Hire
 
not
 
later
 
than
 
30
 
days
 
after
 
the
 
first
 
day
 
of
 
employment
 
of
 
the
 
Select
 
New
 
Hire.
 
Section 5(a)
 
of the
 
Plan shall
 
be disregarded
 
with respect
 
to the
 
Deferred Compensation
Account, and in lieu thereof
 
the Select New Hire
 
shall be asked to complete
 
and return to
the Plan Administrator election
 
forms to set the
 
time and form of
 
distribution with regard
to
 
the
 
Deferred
 
Compensation
 
Account
 
either
 
before
 
the
 
first
 
day
 
of
 
employment
 
or
 
no
later than 30 days after t
 
he first day of employment.
 
Other than with regard to the
 
timing
of the initial distribution election (as set
 
forth in the preceding sentence), other provisions
of
 
Section
 
5
 
of
 
the
 
Plan
 
shall
 
apply
 
to
 
the
 
Deferred
 
Compensation
 
Account,
 
including
default provisions in
 
the event that a
 
properly completed initial
 
distribution election form
is
 
not
 
received
 
within
 
the
 
time
 
set
 
forth
 
in
 
the
 
preceding
 
sentence.
 
For
 
purposes
 
of
Section
 
5(b)(ii)
 
of
 
the
 
Plan,
 
the
 
amount
 
set
 
forth
 
in
 
the
 
applicable
 
resolution
 
shall
 
be
considered to be a deferred portion of an Incentive Compensation Plan award.
 
Exhibit 10.19.2
 
30
 
2.
 
The
 
resolution
 
granting
 
participation
 
to
 
the
 
Select
 
New
 
Hire
 
will
 
also
 
set
 
the
vesting schedule for the
 
Deferred Compensation Account provided
 
pursuant to paragraph
1 of this Appendix.
3.
 
All other provisions of the Plan will
 
apply to the Deferred Compensation
 
Account
and the Select New Hire as a Participant in the Plan.
4.
 
Nothing
 
in
 
this
 
Appendix
 
is
 
intended
 
to
 
affect
 
the
 
other
 
operations
 
of
 
the
 
Plan,
such as
 
Salary reductions
 
and deferrals
 
or Incentive
 
Compensation Plan
 
deferrals.
 
If the
Select New
 
Hire is,
 
under the
 
provisions of
 
the Plan,
 
otherwise eligible
 
to, participate
 
in
the Plan, the Select New Hire may do so in accordance with those provisions.
 
 
Exhibit 10.19.2
 
31
 
SCHEDULE A
 
TO TITLE II OF THE
KEY EMPLOYEE DEFERRED COMPENSATION PLAN OF
CONOCOPHILLIPS
 
For Schedule A Employees, as defined in Title II of the Key Employee Deferred
Compensation Plan of ConocoPhillips, the following table shows the Employee Number,
Name of the Employee, and whether the Employee revoked salary deferral or Incentive
Compensation Plan Award
 
deferral or both with regard to deferrals made in 2005:
 
Employee
Number
Employee
Revoke
Salary
Deferral
Revoke Incentive
Compensation Plan
Deferral
012851
Farace, Sam A.
Yes
Yes
031006
Readal, Thomas C.
Yes
Yes
123415
Harpole, Kenneth J.
Yes
Yes
276875
Flesher, Robert G.
Yes
Yes
374304
Haynes, Thomas E.
No
Yes
494503
Halter, Donald J.
No
Yes
812045
Smith, Robert L.
Yes
Yes
867263
Fuhr, Kris J.
No
Yes
872498
Thompson, David A.
Yes
Yes
 
 
 
 
 
EX-10.27 8 d875559dex1027.htm EX-10.27 EX-10.27
 
Exhibit 10.27
 
1
 
FIRST AMENDMENT TO
ANNEX TO
 
NONQUALIFIED DEFERRED COMPENSATION ARRANGEMENTS
 
OF
 
CONOCOPHILLIPS
 
 
Effective as
 
of the
 
"Effective Time"
 
defined in
 
the Employee
 
Matters Agreement
by
 
and
 
between
 
ConocoPhillips
 
and
 
Phillips
 
66
 
(the
 
"Effective
 
Time"),
 
ConocoPhillips
Company
 
(the
 
“Company”)
 
amended
 
and
 
restated
 
the
 
Annex
 
to
 
Nonqualified
 
Deferred
Compensation
 
Arrangements
 
of
 
ConocoPhillips
 
(the
 
“409A
 
Annex”)
 
for
 
the
 
benefit
 
of
certain employees of the Company and its affiliates.
 
 
The Company desires to
 
amend the 409A Annex
 
by the revisions
 
set forth below,
effective upon the date of execution set forth below:
 
1.
 
Section 6 is hereby amended to revise the nomenclature of the existing provision
so that the existing paragraph now becomes paragraph (a).
 
 
2.
 
Section 6 is hereby further amended to add the following at the end thereof:
 
“(b)
 
In the
 
event that
 
an Employee
 
who is
 
a taxpayer
 
subject to
 
the Code
 
is a
Participant
 
in
 
an
 
International
 
NQDC
 
Arrangement,
 
then,
 
to
 
the
 
extent
 
that
 
no
exceptions
 
or
 
exclusions
 
apply
 
to
 
prevent
 
taxation
 
pursuant
 
to
 
section
 
409A
 
of
 
the
Code of
 
the benefits
 
under that
 
International NQDC
 
Arrangement, no
 
election, other
than
 
an
 
initial
 
deferral
 
election
 
that
 
satisfies
 
the
 
requirements
 
of
 
section
409A(a)(4)(B) of
 
the
 
Code
 
and
 
the
 
related Treasury
 
regulations
 
(an “Initial
 
Deferral
Election”), made by a Participant with
 
regard to an International NQDC Arrangement
shall
 
be
 
considered
 
or
 
made
 
effective,
 
and
 
the
 
terms
 
of
 
the
 
International
 
NQDC
Arrangement as to time and form of payment in the event of
 
no other election shall be
deemed to be the effective
 
time and form of payment.
 
If such an Employee makes an
Initial
 
Deferral
 
Election,
 
the
 
time
 
and
 
form
 
of
 
payment
 
specified
 
in
 
the
 
Initial
Deferral Election shall be the effective time and form of payment.
 
 
(c)
 
Notwithstanding
 
anything in
 
Section 6(b)
 
to the
 
contrary,
 
an Employee
 
who is
 
a
taxpayer
 
subject
 
to
 
the
 
Code
 
and
 
who
 
is
 
a
 
Participant
 
in
 
an
 
International
 
NQDC
Arrangement
 
may
 
make
 
an
 
election
 
to
 
change
 
the
 
time
 
or
 
form
 
of
 
payment
 
of
 
the
Initial Deferral Election, but only if the following rules are satisfied:
 
i.
 
The election
 
to change
 
the time
 
or form
 
of payment
 
may not
 
take effect
 
until
at least twelve months after the date on which such election is made;
ii.
 
Payment under
 
such election
 
may not
 
be made
 
earlier than
 
at least
 
five years
from the date the payment would have otherwise been made or commenced;
iii.
 
Such payment may commence as of the beginning of any calendar quarter;
iv.
 
An
 
election
 
to
 
receive
 
payments
 
in
 
installments
 
shall
 
be
 
treated
 
as
 
a
 
single
payment for purposes of these rules;
v.
 
The
 
election
 
may
 
not
 
result
 
in
 
an
 
impermissible
 
acceleration
 
of
 
payment
prohibited under section 409A of the Internal Revenue Code;
vi.
 
No more than one such election shall be permitted; and
 
Exhibit 10.27
 
2
 
vii. No payment may
 
be made
 
after the
 
date that
 
is six
 
(6) years
 
after the
 
date of
the Employee’s Separation from Service.”
 
Executed December 20, 2019.
 
 
For ConocoPhillips Company
 
 
 
 
 
________________________________
 
Heather G. Sirdashney
 
Vice President, Human Resources
 
EX-21 9 d875559dex21.htm EX-21 EX-21
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1
Exhibit 21
 
SUBSIDIARY LISTING OF CONOCOPHILLIPS
Listed below are subsidiaries of the registrant
 
at December 31, 2019.
 
Certain subsidiaries are omitted
since such companies considered in the aggregate
 
do not constitute a significant subsidiary.
Company Name
Incorporation
 
Location
Ashford Energy Capital Limited
Cayman Islands
BROG LP LLC
Delaware
Burlington Resources International Inc.
Delaware
Burlington Resources LLC
Delaware
Burlington Resources Offshore Inc.
Delaware
Burlington Resources Oil & Gas Company LP
Delaware
Burlington Resources Trading LLC
Delaware
Conoco Development Services Inc.
Delaware
Conoco Funding Company
Nova Scotia
Conoco Petroleum Operations Inc.
Delaware
ConocoPhillips (03-12) Pty Ltd
Victoria
ConocoPhillips (Browse Basin) Pty Ltd
Western Australia
ConocoPhillips (Grissik) Ltd.
Bermuda
ConocoPhillips (U.K.) Holdings Limited
United Kingdom
ConocoPhillips (U.K.) Marketing and Trading Limited
United Kingdom
ConocoPhillips Alaska II, Inc.
Delaware
ConocoPhillips Alaska, Inc.
Delaware
ConocoPhillips Angola 36 Ltd.
Cayman Islands
ConocoPhillips Angola 37 Ltd.
Cayman Islands
ConocoPhillips ANS Marketing Company
Delaware
ConocoPhillips Asia Ventures Pte. Ltd.
Singapore
ConocoPhillips Australia Barossa Pty Ltd
Western Australia
ConocoPhillips Australia Gas Holdings Pty Ltd
Western Australia
ConocoPhillips Australia Holdings Pty Ltd
Australia
ConocoPhillips Australia Investments Pty Ltd
Australia
ConocoPhillips Australia Pacific LNG Pty Ltd
Western Australia
ConocoPhillips Australia Pty Ltd
Western Australia
ConocoPhillips Bohai Limited
Bahamas
ConocoPhillips Canada (BRC) Partnership
Alberta
ConocoPhillips Canada (NS) 2426 ULC
Alberta
ConocoPhillips Canada Marketing & Trading ULC
Alberta
ConocoPhillips Canada NS Partnership
Alberta
ConocoPhillips Canada Resources Corp.
Alberta
ConocoPhillips China Inc.
Liberia
ConocoPhillips Colombia Ventures Ltd.
Cayman Islands
ConocoPhillips Company
Delaware
ConocoPhillips Funding Ltd.
Bermuda
ConocoPhillips Gulf of Paria B.V.
Netherlands
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2
Company Name
Incorporation
 
Location
ConocoPhillips Hamaca B.V.
Netherlands
ConocoPhillips Indonesia Holding Ltd.
British Virgin Islands
ConocoPhillips JPDA Pty Ltd
Western Australia
ConocoPhillips Libya Waha Ltd.
Cayman Islands
ConocoPhillips Marine Containment Holdings
 
LLC
Delaware
ConocoPhillips Norge
Delaware
ConocoPhillips North Caspian Ltd.
Liberia
ConocoPhillips Norway Funding Ltd.
Bermuda
ConocoPhillips Petroleum Holdings B.V.
Netherlands
ConocoPhillips Pipeline Australia Pty Ltd
Western Australia
ConocoPhillips Qatar Funding Ltd.
Cayman Islands
ConocoPhillips Qatar Ltd.
Cayman Islands
ConocoPhillips Sabah Gas Holdings Limited
Cayman Islands
ConocoPhillips Sabah Gas Ltd.
Cayman Islands
ConocoPhillips Sabah Holdings Limited
Cayman Islands
ConocoPhillips Sabah Ltd.
Bermuda
ConocoPhillips Skandinavia AS
Norway
ConocoPhillips Surmont Partnership
Alberta
ConocoPhillips Transportation Alaska, Inc.
Delaware
ConocoPhillips WA-248 Pty Ltd
Western Australia
Darwin LNG Pty Ltd
Western Australia
Inexco Oil Company
Delaware
Phillips Coal Company
Nevada
Phillips International Investments, Inc.
Delaware
Phillips Investment Company LLC
Nevada
Phillips Petroleum International Corporation
 
LLC
Delaware
Phillips Petroleum International Investment Company
 
LLC
Delaware
Polar Tankers, Inc.
Delaware
Sooner Insurance Company
Vermont
The Louisiana Land and Exploration Company
 
LLC
Maryland
 
EX-23.1 10 d875559dex231.htm EX-23.1 EX-23.1
 
 
Exhibit 23.1
 
 
 
 
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
 
FIRM
 
 
We consent to the incorporation by reference of our reports dated
February 18, 2020
, with respect
to the consolidated financial statements, condensed consolidating financial
 
information, and
financial statement schedule of ConocoPhillips, and the effectiveness of internal control over
financial reporting of ConocoPhillips, included in this Annual Report
 
(Form 10-K) for the year
ended December 31,
2019
, in the following registration statements and related prospectuses.
 
 
ConocoPhillips
 
Form S-3
 
File No. 333-220845
 
ConocoPhillips
 
Form S-4
 
File No. 333-130967
 
ConocoPhillips
 
Form S-8
 
File No. 333-98681
 
ConocoPhillips
 
Form S-8
 
File No. 333-116216
 
ConocoPhillips
 
Form S-8
 
File No. 333-133101
 
ConocoPhillips
 
Form S-8
 
File No. 333-159318
 
ConocoPhillips
 
Form S-8
 
File No. 333-171047
 
ConocoPhillips
 
Form S-8
 
File No. 333-174479
 
ConocoPhillips
 
Form S-8
 
File No. 333-196349
 
ConocoPhillips
 
Form S-8
 
File No. 333-130967
 
 
 
 
/s/ Ernst & Young LLP
 
 
 
 
Houston, Texas
February 18, 2020
 
 
 
 
 
 
EX-23.2 11 d875559dex232.htm EX-23.2 EX-23.2
 
 
Exhibit 23.2
 
 
 
DeGolyer
 
and
 
MacNaughton
5001
 
Spring
 
Valley
 
Road
Suite
 
800
 
Eas
 
t
Dallas,
 
Texas
 
75244
 
 
February 18, 2020
 
 
ConocoPhillips
 
925 N. Eldridge Parkway
Houston, Texas 77079
 
Ladies and Gentlemen:
 
We hereby consent to the use of the name DeGolyer and MacNaughton,
 
to
references to DeGolyer and MacNaughton as an independent
 
petroleum engineering
consulting firm in ConocoPhillips’ Annual Report on Form
 
10-K for the year ended
December 31, 2019, under the “Part II” heading “Item 8. Financial
 
Statements and
Supplementary Data” and subheading “Reserves Governance”
 
and under the “Part
IV” heading “Item 15. Exhibits, Financial Statement Schedules”
 
and subheading
“Index to Exhibits,” and to the inclusion of our process review
 
letter report dated
February 18, 2020 (our Report), as an exhibit to ConocoPhillips’
 
Annual Report on
Form 10-K for the year ended December 31, 2019. We also
 
consent to the
incorporation by reference of our Report in the Registration
 
Statements filed by
ConocoPhillips on Form S-3 (File No. 333-220845), Form S-4
 
(File No. 333-130967),
and Form S-8 (File Nos. 333-98681, 333 116216, 333-133101, 333-159318,
 
333
171047, 333-174479, 333-196349, and 333-130967).
 
Very truly yours,
 
/s/ DeGolyer and MacNaughton
 
DeGOLYER and MacNAUGHTON
 
Texas Registered Engineering Firm F-716
EX-31.1 12 d875559dex311.htm EX-31.1 EX-31.1
 
 
 
 
 
Exhibit 31.1
 
 
CERTIFICATION
 
I, Ryan M. Lance, 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 18, 2020
 
 
/s/ Ryan M. Lance
 
 
 
Ryan M. Lance
 
 
Chairman and
 
Chief Executive Officer
EX-31.2 13 d875559dex312.htm EX-31.2 EX-31.2
 
 
 
Exhibit 31.2
CERTIFICATION
 
I, Don E. Wallette, 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 18, 2020
 
/s/ Don E. Wallette, Jr.
Don E. Wallette, Jr.
Executive Vice President and
Chief Financial Officer
 
EX-32 14 d875559dex32.htm EX-32 EX-32
 
 
 
 
Exhibit 32
 
 
 
 
 
 
 
 
 
CERTIFICATIONS PURSUANT TO 18 U.S.C. SECTION 1350
 
 
In connection with the Annual Report of ConocoPhillips
 
(the Company) on Form 10-K for the period ended
December 31, 2019, as filed with the U.S.
 
Securities and Exchange Commission on the
 
date hereof (the
Report), each of the undersigned hereby certifies,
 
pursuant to 18 U.S.C. Section 1350, as adopted
 
pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002,
 
that to their knowledge:
 
(1)
 
The Report fully complies with the requirements
 
of Sections 13(a) or 15(d) of the Securities
Exchange Act of 1934; and
 
(2)
 
The information contained in the Report fairly
 
presents, in all material respects, the financial
condition and results of operations of the Company.
 
 
February 18, 2020
 
 
 
 
/s/ Ryan M. Lance
Ryan M. Lance
Chairman and
Chief Executive Officer
 
 
 
/s/ Don E. Wallette, Jr.
Don E. Wallette, Jr.
Executive Vice President and
Chief Financial Officer
 
 
EX-99 15 d875559dex99.htm EX-99 EX-99
 
 
 
 
Exhibit 99
 
 
DeGolyer
 
and
 
MacNaughton
5001
 
Spring
 
Valley
 
Road
Suite
 
800
 
Eas
 
t
Dallas,
 
Texas
 
75244
 
 
February 18, 2020
 
 
ConocoPhillips
 
925 N. Eldridge Parkway
Houston, Texas 77079
 
 
Re: SEC Process Review
 
 
 
Ladies and Gentlemen:
 
Pursuant to
 
your request,
 
DeGolyer and
 
MacNaughton has
 
performed a
 
process review
 
of the
processes
 
and
 
controls
 
used
 
within
 
ConocoPhillips
 
in
 
preparing
 
its
 
internal
 
estimates
 
of
 
proved
reserves,
 
as of
 
December
 
31, 2019.
 
This
 
process review,
 
which is
 
contemplated by
 
Item
 
1202 (a)(8)
 
of
Regulation S–K
 
of the
 
United States
 
Securities and
 
Exchange Commission
 
(SEC), has
 
been performed
specifically to address the adequacy and
 
effectiveness of ConocoPhillips’ internal processes
 
and controls
relative to its
 
estimation of proved
 
reserves in compliance
 
with Rules 4–10(a)
 
(1)–(32) of Regulation
 
S–
X of the SEC.
 
DeGolyer
 
and
 
MacNaughton
 
has
 
participated
 
as
 
an
 
independent
 
member
 
of
 
the
 
internal
ConocoPhillips
 
Reserves
 
Compliance
 
Assessment
 
Team
 
in
 
reviews
 
and
 
discussions
 
with
 
each
 
of
 
the
relevant
 
ConocoPhillips
 
business
 
units
 
relative
 
to
 
SEC
 
proved
 
reserves
 
estimation.
 
DeGolyer
 
and
MacNaughton has participated in the
 
review of all major fields
 
in all countries in
 
which ConocoPhillips
has
 
proved
 
reserves
 
worldwide,
 
which
 
ConocoPhillips
 
has
 
indicated
 
represents
 
over
 
90
 
percent
 
of
 
its
estimated total proved reserves as of December 31, 2019.
 
 
The
 
reviews
 
with
 
ConocoPhillips’
 
technical staff
 
involved
 
presentations
 
and
 
discussions
 
of
 
a)
basic reservoir data, including
 
seismic data, well-log data,
 
pressure and production tests,
 
core analysis,
pressure-volume-temperature
 
data,
 
and
 
production
 
history,
 
b)
 
technical
 
methods
 
employed
 
in
 
SEC
proved
 
reserves
 
estimation,
 
including
 
performance
 
analysis,
 
geology,
 
mapping,
 
and
 
volumetric
estimates,
 
c)
 
economic
 
analysis,
 
and
 
d)
 
commercial
 
assessment,
 
including
 
the
 
legal
 
basis
 
for
 
the
interest in the reserves, primarily related
 
to lease agreements and other petroleum license
 
agreements,
such as concession and production sharing agreements.
 
 
 
 
 
 
ConocoPhillips
 
February 18, 2020
Page 2 of 2
 
A field examination of the properties was not considered necessary for the purposes of this
review of ConocoPhillips’ processes and controls.
 
It
 
is
 
DeGolyer
 
and
 
MacNaughton’s
 
opinion
 
that
 
ConocoPhillips’
 
estimates
 
of
 
proved reserves
for the
 
properties
 
reviewed were
 
prepared by
 
the use
 
of recognized
 
geologic and
 
engineering methods
generally
 
accepted
 
by
 
the
 
petroleum
 
industry.
 
The
 
method
 
or
 
combination
 
of
 
methods
 
used
 
in
 
the
analysis of
 
each reservoir was
 
tempered by
 
ConocoPhillips’ experience with
 
similar reservoirs,
 
stage of
development,
 
quality
 
and
 
completeness
 
of
 
basic
 
data,
 
and
 
production
 
history.
 
It
 
is
 
DeGolyer
 
and
MacNaughton’s
 
opinion
 
that
 
the
 
general
 
processes
 
and
 
controls
 
employed
 
by
 
ConocoPhillips
 
in
estimating its
 
December 31,
 
2019, proved
 
reserves for
 
the properties
 
reviewed are
 
in accordance
 
with
the SEC reserves definitions.
 
This
 
process
 
review
 
of
 
ConocoPhillips’
 
procedures
 
and
 
methods
 
does
 
not
 
constitute
 
a
 
review,
study, or independent
 
audit of ConocoPhillips’
 
estimated proved reserves
 
and corresponding future
 
net
revenues. This
 
process review
 
is not
 
intended to
 
indicate that
 
DeGolyer and
 
MacNaughton is
 
offering
any opinion as to the reasonableness of the reserves estimates reported by ConocoPhillips.
 
DeGolyer and MacNaughton is an independent petroleum engineering consulting firm that has
been providing
 
petroleum consulting
 
services throughout
 
the world
 
since 1936.
 
Neither DeGolyer
 
and
MacNaughton nor
 
any employee
 
who participated
 
in this
 
project has
 
any financial
 
interest, including
stock
 
ownership,
 
in
 
ConocoPhillips.
 
DeGolyer
 
and
 
MacNaughton’s
 
fees
 
were
 
not
 
contingent
 
on
 
the
results of its evaluation.
 
 
Very truly yours,
 
 
/s/ DeGolyer and MacNaughton
 
DeGOLYER and MacNAUGHTON
Texas Registered Engineering Firm F-716
 
 
/s/ Charles F. Boyette
 
Charles F. Boyette,
 
P.E.
President
DeGolyer and MacNaughton
 
 
 
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M4]3]:\\U;PAXSU#XG:7XPCAT&--/A,"6K7TQ,BG>"2WD<'YSV.,=Z]1HIW?- MS M(\O0C@,S6\;7$<<1D3:F0,J%)./O 9!Z:BB@ HHHH **** "BBB@ HHHH **** M "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH M**** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ H MHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BB MB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** M "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH M**** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ H MHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BB MB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** M "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH M**** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ H MHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BB MB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** M "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH M**** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ H MHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BB 8B@ HHHH **** "BBB@ HHHH **** /_9 end XML 23 R31.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Other Financial Information
12 Months Ended
Dec. 31, 2019
Other Financial Information [Abstract]  
Other Financial Information
Note 22—Other Financial Information
Millions of Dollars
2019
2018
2017
Interest and Debt Expense
Incurred
Debt
$
799
838
1,114
Other
36
67
103
835
905
1,217
Capitalized
(57)
(170)
(119)
Expensed
$
778
735
1,098
Other Income
Interest income
$
166
97
112
Unrealized gains (losses) on Cenovus Energy common shares*
649
(437)
-
Other, net
543
513
417
$
1,358
173
529
*See Note 7—Investment in Cenovus Energy, for additional information.
Research and Development Expenditures
—expensed
$
82
78
100
Shipping and Handling Costs
$
1,008
1,075
1,050
Foreign Currency Transaction (Gains) Losses
—after-tax
Alaska
$
-
-
-
Lower 48
-
-
-
Canada
5
(11)
3
Europe and North Africa
-
(26)
7
Asia Pacific and Middle East
31
3
23
Other International
1
-
1
Corporate and Other
21
21
(3)
$
58
(13)
31
Millions of Dollars

XML 24 R109.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Non-Mineral Leases - Total Lease Liabilities (Details)
$ in Millions
Dec. 31, 2019
USD ($)
Operating Lease Liabilities Gross Difference Amount [Abstract]  
Operating Lease, Liability $ 932
Interest on operating lease liabilities (87)
Lessee, Operating Lease, Liability, Payments, Due, Total 1,019
Finance Lease Liabilities, Gross Difference, Amount [Abstract]  
Finance Lease, Liability Total 720
Interest on Finance lease liabilities (160)
Finance Lease Liability, Payments, Due, Total $ 880
XML 25 R35.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
New Accounting Standards
12 Months Ended
Dec. 31, 2019
New Accounting Pronouncements and Changes in Accounting Principles [Abstract]  
New Accounting Standards [Text Block]
Note 2—Changes in Accounting Principles
 
We adopted the provisions of FASB ASU No. 2016-02, “Leases,” (ASC Topic 842) and its amendments,
beginning January 1, 2019.
 
ASC Topic 842 establishes comprehensive accounting and financial reporting
requirements for leasing arrangements, supersedes
 
the existing requirements in FASB ASC Topic 840,
“Leases” (ASC Topic 840), and requires lessees to recognize substantially
 
all lease assets and lease liabilities
on the balance sheet.
 
The provisions of ASC Topic 842 also modify the definition of a lease
 
and outline
requirements for recognition, measurement, presentation
 
and disclosure of leasing arrangements by
 
both
lessees and lessors.
 
 
We adopted ASC Topic
 
842 using the modified retrospective
 
approach and elected to utilize the Optional
Transition Method, which permits us to apply the provisions
 
of ASC Topic 842 to leasing arrangements
existing at or entered into after January 1, 2019,
 
and present in our financial statements comparative
 
periods
prior to January 1, 2019 under the historical
 
requirements of ASC Topic 840.
 
In addition, we elected to adopt
the package of optional transition-related practical
 
expedients, which among other things, allows us to
 
carry
forward certain historical conclusions reached
 
under ASC Topic 840 regarding lease identification,
classification, and the accounting treatment
 
of initial direct costs.
 
Furthermore, we elected not to record assets
and liabilities on our consolidated balance sheet
 
for new or existing lease arrangements
 
with terms of 12
months or less.
 
The primary impact of applying ASC Topic 842 is the initial recognition
 
of $
998
 
million of lease liabilities and
corresponding right-of-use assets on our consolidated
 
balance sheet as of January 1, 2019, for leases
 
classified
as operating leases under ASC Topic 840, as well as enhanced disclosure of our leasing
 
arrangements.
 
Our
accounting treatment for finance leases remains
 
unchanged.
 
In addition, there is no cumulative effect to
retained earnings or other components of equity
 
recognized as of January 1, 2019, and the adoption
 
of ASC
Topic 842 did not impact the presentation of our consolidated income statement
 
or statement of cash flows.
 
See Note 17—Non-Mineral Leases for additional
 
information related to the adoption of ASC Topic 842.
 
We adopted the provisions of FASB ASU No. 2018-02, “Reclassification of Certain Tax Effects from
Accumulated Other Comprehensive Income,”
 
beginning January 1, 2019.
 
The ASU allows a reclassification
from accumulated other comprehensive income
 
to retained earnings for stranded tax effects resulting
 
from the
Tax Cuts and Jobs Act, eliminating the stranded tax effects.
 
The cumulative effect to our consolidated balance
sheet at January 1, 2019 for the adoption of
 
ASU No. 2018-02 was as follows:
Millions of Dollars
Note 26—New Accounting Standards
 
In June 2016, the FASB issued ASU No. 2016-13, “Measurement of Credit Losses on
 
Financial Instruments”
(ASU No. 2016-13), which sets forth the current
 
expected credit loss model, a new forward-looking
impairment model for certain financial instruments
 
based on expected losses rather than incurred losses.
 
The
ASU is effective for interim and annual periods beginning
 
after December 15, 2019.
 
Entities are required to
adopt ASU No. 2016-13 using a modified retrospective
 
approach, subject to certain limited exceptions.
 
The
impact
 
of adopting this ASU is not expected to be material
 
to our financial statements.
 
XML 27 R101.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Equity - changes in shares of common stock (Details) - shares
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Changes in shares of common stock      
Beginning Balance, Common Stock 1,791,637,434 1,785,419,175 1,782,079,107
Treasury Stock, Shares, Beginning Balance 653,288,213 608,312,034 544,809,771
Repurchase of common stock 57,495,601 44,976,179 63,502,263
Distributed under benefit plans 4,014,769 6,218,259 3,340,068
Ending Balance, Common Stock 1,795,652,203 1,791,637,434 1,785,419,175
Treasury Stock, Shares, Ending Balance 710,783,814 653,288,213 608,312,034
XML 28 R105.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Non-Mineral Leases - Balance Sheet Liabilities (Details)
$ in Millions
Dec. 31, 2019
USD ($)
Finance Lease, Liability Total $ 720
Operating Lease, Liability 932
Short Term Debt [Member]  
Finance Lease, Liability Total 87
Other Liabilities and deferred credits [Member]  
Operating Lease, Liability 585
Other Accruals [Member]  
Operating Lease, Liability 347
Long Term Debt Location [Member]  
Finance Lease, Liability Total $ 633
XML 29 R39.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Change in Accounting Principles (Tables)
12 Months Ended
Dec. 31, 2019
New Accounting Pronouncements and Changes in Accounting Principles [Abstract]  
Schedule of New Accounting Pronouncements and Changes in Accounting Principles [Table Text Block]
Millions of Dollars
XML 30 R16.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Investment in Cenovus Energy
12 Months Ended
Dec. 31, 2019
Investment in Cenovus Energy [Abstract]  
Investments in Debt and Marketable Equity Securities (and Certain Trading Assets) Disclosure [Text Block]
Note 7—Investment in Cenovus Energy
 
On May 17, 2017, we completed the sale of our
50
 
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.
 
See Note 5—Asset Acquisitions and Dispositions,
 
for
additional information on the Canada disposition.
 
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.
 
 
Our investment on our consolidated balance sheet
 
as of December 31, 2019, is carried
 
at fair value of $
2.11
billion, reflecting the closing price of Cenovus
 
Energy shares on the NYSE of $
10.15
 
per share, an increase of
$
649
 
million from $
1.46
 
billion at December 31, 2018.
 
The increase in fair value represents the
 
net unrealized
gain recorded within the “Other income” line of
 
our consolidated income statement for
 
the year ended
December 31, 2019 relating to the shares held
 
at the reporting date.
 
See Note 15—Fair Value Measurement
and Note 22—Other Financial Information, for
 
additional information.
 
Subject to market conditions, we
intend to decrease our investment over time
 
through market transactions, private agreements
 
or otherwise.
XML 31 R12.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Variable Interest Entities (VIEs)
12 Months Ended
Dec. 31, 2019
Variable Interest Entity, Not Primary Beneficiary, Disclosures [Abstract]  
Variable Interest Entity Disclosure [Text Block]
Note 3—Variable Interest Entities
 
We hold variable interests in VIEs for which there are existing arrangements that provide
 
those entities with
additional forms of subordinated financial support.
 
However, as we are not considered the primary
beneficiary, these entities have not been consolidated in our financial statements.
 
Marine Well Containment Company, LLC (MWCC)
We have a
10
 
percent ownership interest in MWCC, and
 
it is accounted for as an equity method investment
because MWCC is a limited liability company
 
in which we are a founding member.
 
MWCC is considered a
VIE, as it has entered into arrangements that provide
 
it with additional forms of subordinated
 
financial support.
We are not the primary beneficiary and do not consolidate MWCC because we share
 
the power to govern the
business and operation of the company and to
 
undertake certain obligations that most
 
significantly impact its
economic performance with nine other unaffiliated
 
owners of MWCC.
 
Based on inputs related to the fair value of MWCC
 
observed in the second quarter of 2019, we reduced
 
the
carrying value of our equity method investment
 
in MWCC to $
30
 
million and recorded a before-tax
impairment of $
95
 
million which is included in the “Equity
 
in earnings of affiliates” line on our consolidated
income statement. For additional information
 
see Note 15—Fair Value Measurement.
 
At December 31, 2019,
the book value of our equity method investment
 
in MWCC was $
24
 
million. We have not provided any
financial support to MWCC other than amounts
 
previously contractually required. Unless we elect
 
otherwise,
we have no requirement to provide liquidity
 
or purchase the assets of MWCC.
Australia Pacific LNG Pty Ltd (APLNG)
We hold a
37.5
 
percent interest in APLNG, our joint venture
 
with Origin Energy and Sinopec. We are not the
primary beneficiary because we share, with
 
our joint venture partners, the power to direct
 
the key activities of
APLNG that most significantly impacts its
 
economic performance. Therefore, we do not consolidate
 
APLNG
and account for this entity as an equity method
 
investment.
 
As of December 31, 2019, we no longer have
certain guarantees that provide APLNG with additional
 
subordinated financial support. For additional
information see Note 12—Guarantees.
XML 32 R126.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Employee Benefit Plans - Weighted Average Assumptions (Details)
12 Months Ended
Dec. 31, 2017
Assumptions used  
Risk-free interest rate 2.24%
Dividend yield 4.00%
Volatility factor 28.12%
Expected life (years) 6 years 4 months 20 days
XML 33 R122.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Employee Benefit Plans - Funding Policy (Details) - Retirement Plan Tax Status [Domain]
$ in Millions
Dec. 31, 2019
USD ($)
U.S.  
Defined Benefit Plan Disclosure [Line Items]  
Defined Benefit Plan, Estimated Future Employer Contributions in Next Fiscal Year $ 350
Foreign Plan [Member]  
Defined Benefit Plan Disclosure [Line Items]  
Defined Benefit Plan, Estimated Future Employer Contributions in Next Fiscal Year $ 90
XML 34 R143.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Cash Flow Information - Parenthetical (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Cash Flow Information [Abstract]      
Discretionary payment to domestic qualified pension plan. $ 324 $ 120 $ 600
ConocoPhillips Vs Petroleos de Venezuela SA [Member]      
Loss Contingencies [Line Items]      
Cash Proceeds from Legal Settlements $ 330 430  
Burlington Resources Inc Vs The Republic Of Ecuador [Member]      
Loss Contingencies [Line Items]      
Cash Proceeds from Legal Settlements   $ 262 75
Currency Swap [Member]      
Derivative Instruments, Gain (Loss) [Line Items]      
Payments for Foreign Currency Derivative Instruments Not Designated as Hedging Instruments     $ 180
XML 35 R147.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Sales and Other Operating Revenue - Transitional Arrangements (Details) - USD ($)
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Sales and Other Operating Revenue [1] $ 32,567,000,000 $ 36,417,000,000 $ 29,106,000,000
Contract with Customer, Timing of Satisfaction of Performance Obligation and Payment 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.    
Accounting Standards Update 2014-09 [Member]      
Sales and Other Operating Revenue $ 26,106,000,000 $ 28,098,000,000 $ 20,525,000,000
[1] <div>(1)Sales and other operating revenues are attributable to countries based on the location of the selling operation.</div>
XML 36 R73.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Suspended Wells - Aging of suspended well balances (Details)
Dec. 31, 2019
USD ($)
Dec. 31, 2018
USD ($)
Dec. 31, 2017
USD ($)
Dec. 31, 2016
USD ($)
Aging of suspended well cost        
Exploratory well costs capitalized for a period of one year or less $ 206,000,000 $ 145,000,000 $ 67,000,000  
Exploratory well costs capitalized for a period greater than one year 814,000,000 711,000,000 786,000,000  
Ending balance $ 1,020,000,000 $ 856,000,000 $ 853,000,000 $ 1,063,000,000
Number of projects that have exploratory well costs that have been capitalized for a period greater than one year 23 24 23  
XML 37 R83.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Guarantees Textual (Details)
$ in Millions
12 Months Ended
Dec. 31, 2019
USD ($)
Australia Pacific LNG [Member]  
Guarantor Obligations [Line Items]  
Equity Interest Of Others 37.50%
Continued development [Member] | Australia Pacific LNG [Member]  
Guarantor Obligations [Line Items]  
Guarantor Obligations, Maximum Exposure, Undiscounted $ 60
Terms of Guarantees Outstanding 26 years or the life of the venture
Other Guarantees [Member]  
Guarantor Obligations [Line Items]  
Guarantor Obligations, Maximum Exposure, Undiscounted $ 820
Terms of Guarantees Outstanding P3Y
Other Guarantees [Member] | U.K. Subsidiaries [Member]  
Guarantor Obligations [Line Items]  
Guarantor Obligations, Maximum Exposure, Undiscounted $ 100
Indemnification [Member]  
Guarantor Obligations [Line Items]  
Accrual for Environmental Loss Contingencies 30
Guarantor Obligations, Current Carrying Value 80
Guarantee existing sales agreement of natural gas delivery | Australia Pacific LNG [Member]  
Guarantor Obligations [Line Items]  
Guarantor Obligations, Maximum Exposure, Undiscounted $ 780
Terms of Guarantees Outstanding P22Y
Max potential future payments-reckless breach [Member] | Australia Pacific LNG [Member]  
Guarantor Obligations [Line Items]  
Guarantor Obligations, Maximum Exposure, Undiscounted $ 1,400
Finance Reserve Guarantee [Member] | Australia Pacific LNG [Member]  
Guarantor Obligations [Line Items]  
Guarantor Obligations, Maximum Exposure, Undiscounted $ 170
Terms of Guarantees Outstanding P11Y
Guarantor Obligations, Current Carrying Value $ 14
XML 38 R87.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Derivative and Financial Instruments - Commodity Notional (Details) - Commodity Contract [Member] - Short [Member] - Bcfe
Bcfe in Billions
Dec. 31, 2019
Dec. 31, 2018
Natural gas and power, Fixed price [Member]    
Trading Activity, Gains and Losses, Net [Line Items]    
Commodity derivatives - volumetric material net exposures (5) (17)
Natural gas and power, Basis [Member]    
Trading Activity, Gains and Losses, Net [Line Items]    
Commodity derivatives - volumetric material net exposures (23) (1)
XML 39 R77.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Impairments Narratives (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Impaired Assets to be Disposed of by Method Other than Sale [Line Items]      
Asset Impairment Charges $ 405 $ 27 $ 6,601
Exploration Expense 743 369 [1] 934 [1]
Alaska Segment [Member] | Operating Segments [Member]      
Impaired Assets to be Disposed of by Method Other than Sale [Line Items]      
Asset Impairment Charges 0 20 180
Alaska Segment [Member] | Small interest Point Thomson Unit | Operating Segments [Member]      
Impaired Assets to be Disposed of by Method Other than Sale [Line Items]      
Asset Impairment Charges     180
Alaska Segment [Member] | Cancelled Project [Member] | Operating Segments [Member]      
Impaired Assets to be Disposed of by Method Other than Sale [Line Items]      
Asset Impairment Charges   20  
Lower 48 Segment [Member] | Operating Segments [Member]      
Impaired Assets to be Disposed of by Method Other than Sale [Line Items]      
Asset Impairment Charges 402 63 3,969
Lower 48 Segment [Member] | Niobrara [Member] | Operating Segments [Member]      
Impaired Assets to be Disposed of by Method Other than Sale [Line Items]      
Asset Impairment Charges 402    
Lower 48 Segment [Member] | Central Louisiana Austin Chalk [Member]      
Impaired Assets to be Disposed of by Method Other than Sale [Line Items]      
Exploration Expense 111    
Lower 48 Segment [Member] | Central Louisiana Austin Chalk [Member] | Operating Segments [Member]      
Impaired Assets to be Disposed of by Method Other than Sale [Line Items]      
Exploration Expense 141    
Lower 48 Segment [Member] | Barnett [Member] | Operating Segments [Member]      
Impaired Assets to be Disposed of by Method Other than Sale [Line Items]      
Asset Impairment Charges   63  
Lower 48 Segment [Member] | Certain Developed Properties [Member] | Operating Segments [Member]      
Impaired Assets to be Disposed of by Method Other than Sale [Line Items]      
Asset Impairment Charges     3,969
Lower 48 Segment [Member] | Shenandoah Leasehold [Member] | Operating Segments [Member]      
Impaired Assets to be Disposed of by Method Other than Sale [Line Items]      
Exploration Expense     51
Lower 48 Segment [Member] | Mineral Assets [Member] | Operating Segments [Member]      
Impaired Assets to be Disposed of by Method Other than Sale [Line Items]      
Exploration Expense     38
Canada Segment [Member] | Operating Segments [Member]      
Impaired Assets to be Disposed of by Method Other than Sale [Line Items]      
Asset Impairment Charges 2 9 22
Canada Segment [Member] | Cancelled Project [Member] | Operating Segments [Member]      
Impaired Assets to be Disposed of by Method Other than Sale [Line Items]      
Asset Impairment Charges     22
Europe and North Africa Segment [Member] | Operating Segments [Member]      
Impaired Assets to be Disposed of by Method Other than Sale [Line Items]      
Asset Impairment Charges 1 (79) 46
Europe and North Africa Segment [Member] | Certain Projects In Europe And NorthAfrica [Member] | Operating Segments [Member]      
Impaired Assets to be Disposed of by Method Other than Sale [Line Items]      
Asset Impairment Charges   (79) 46
Asia Pacific and Middle East Segment [Member] | Operating Segments [Member]      
Impaired Assets to be Disposed of by Method Other than Sale [Line Items]      
Asset Impairment Charges $ 0 $ 14 2,384
Asia Pacific and Middle East Segment [Member] | Australia Pacific LNG [Member] | Operating Segments [Member]      
Impaired Assets to be Disposed of by Method Other than Sale [Line Items]      
Asset Impairment Charges     $ 2,384
[1]
See Notes to Consolidated Financial Statements.
XML 40 R58.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Supplementary Information - Condensed Consolidating Financial Information (Tables)
12 Months Ended
Dec. 31, 2019
Supplementary Information - Condensed Consolidating Financial Information [Abstract]  
Condensed Consolidated Income Statement
Millions of Dollars
Millions of Dollars
Schedule of Condensed Balance Sheet
Millions of Dollars
Condensed Consolidated Statement of Cash Flows
Millions of Dollars
Millions of Dollars
XML 41 R160.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Supplementary Information - Condensed Consolidating Financial Information Income Statement (Details) - USD ($)
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Revenues and Other Income      
Revenue from contracts with customers [1] $ 32,567,000,000 $ 36,417,000,000 $ 29,106,000,000
Equity in earnings of affiliates 779,000,000 1,074,000,000 772,000,000
Gain on dispositions 1,966,000,000 1,063,000,000 2,177,000,000
Other income (loss) 1,358,000,000 173,000,000 529,000,000
Intercompany revenues 0 0 0
Total Revenues and Other Income 36,670,000,000 38,727,000,000 32,584,000,000
Cost and expenses [Abstract]      
Purchased commodities 11,842,000,000 14,294,000,000 12,475,000,000
Production and operating expenses 5,322,000,000 5,213,000,000 5,162,000,000
Selling, general and administrative expenses 556,000,000 401,000,000 [2] 427,000,000 [2]
Exploration expenses 743,000,000 369,000,000 [2] 934,000,000 [2]
Depreciation, depletion and amortization 6,090,000,000 5,956,000,000 6,845,000,000
Impairments 405,000,000 27,000,000 6,601,000,000
Taxes other than income taxes 953,000,000 1,048,000,000 809,000,000
Accretion on discounted liabilities 326,000,000 353,000,000 362,000,000
Interest and debt expense 778,000,000 735,000,000 1,098,000,000
Foreign currency transaction (gains) losses 66,000,000 (17,000,000) 35,000,000
Other Non Operating Expense 65,000,000 375,000,000 [2] 451,000,000 [2]
Total Costs and Expenses 27,146,000,000 28,754,000,000 35,199,000,000
Income (loss) before income taxes 9,524,000,000 9,973,000,000 (2,615,000,000)
Income Tax Expense (Benefit) 2,267,000,000 3,668,000,000 (1,822,000,000)
Net income (loss) 7,257,000,000 6,305,000,000 (793,000,000)
Less: net income attributable to noncontrolling interests (68,000,000) (48,000,000) (62,000,000)
Net income (loss) attributable to ConocoPhillips 7,189,000,000 6,257,000,000 (855,000,000)
Comprehensive Income (Loss) Attributable to ConocoPhillips 7,935,000,000 5,654,000,000 (180,000,000)
ConocoPhillips [Member]      
Revenues and Other Income      
Revenue from contracts with customers 0 0 0
Equity in earnings of affiliates 7,419,000,000 6,503,000,000 (454,000,000)
Gain on dispositions 0 0 0
Other income (loss) 1,000,000 0 2,000,000
Intercompany revenues 0 35,000,000 48,000,000
Total Revenues and Other Income 7,420,000,000 6,538,000,000 (404,000,000)
Cost and expenses [Abstract]      
Purchased commodities 0 0 0
Production and operating expenses 1,000,000 0 0
Selling, general and administrative expenses 9,000,000 8,000,000 9,000,000
Exploration expenses 0 0 0
Depreciation, depletion and amortization 0 0 0
Impairments 0 0 0
Taxes other than income taxes 0 0 0
Accretion on discounted liabilities 0 0 0
Interest and debt expense 283,000,000 295,000,000 420,000,000
Foreign currency transaction (gains) losses 0 46,000,000 (43,000,000)
Other Non Operating Expense 0 0 267,000,000
Total Costs and Expenses 293,000,000 349,000,000 653,000,000
Income (loss) before income taxes 7,127,000,000 6,189,000,000 (1,057,000,000)
Income Tax Expense (Benefit) (62,000,000) (68,000,000) (202,000,000)
Net income (loss) 7,189,000,000 6,257,000,000 (855,000,000)
Less: net income attributable to noncontrolling interests 0 0 0
Net income (loss) attributable to ConocoPhillips 7,189,000,000 6,257,000,000 (855,000,000)
Comprehensive Income (Loss) Attributable to ConocoPhillips 7,935,000,000 5,654,000,000 (180,000,000)
Reportable Legal Entities [Member] | ConocoPhillips Company [Member]      
Revenues and Other Income      
Revenue from contracts with customers 14,510,000,000 16,113,000,000 12,433,000,000
Equity in earnings of affiliates 5,281,000,000 8,142,000,000 2,047,000,000
Gain on dispositions 2,786,000,000 239,000,000 916,000,000
Other income (loss) 875,000,000 (384,000,000) 35,000,000
Intercompany revenues 113,000,000 162,000,000 291,000,000
Total Revenues and Other Income 23,565,000,000 24,272,000,000 15,722,000,000
Cost and expenses [Abstract]      
Purchased commodities 12,838,000,000 14,591,000,000 11,145,000,000
Production and operating expenses 1,380,000,000 1,023,000,000 813,000,000
Selling, general and administrative expenses 421,000,000 289,000,000 342,000,000
Exploration expenses 422,000,000 170,000,000 542,000,000
Depreciation, depletion and amortization 596,000,000 584,000,000 855,000,000
Impairments 157,000,000 (10,000,000) 1,159,000,000
Taxes other than income taxes 139,000,000 143,000,000 140,000,000
Accretion on discounted liabilities 16,000,000 17,000,000 32,000,000
Interest and debt expense 544,000,000 613,000,000 664,000,000
Foreign currency transaction (gains) losses 21,000,000 (12,000,000) 11,000,000
Other Non Operating Expense 60,000,000 349,000,000 190,000,000
Total Costs and Expenses 16,594,000,000 17,757,000,000 15,893,000,000
Income (loss) before income taxes 6,971,000,000 6,515,000,000 (171,000,000)
Income Tax Expense (Benefit) (448,000,000) 12,000,000 283,000,000
Net income (loss) 7,419,000,000 6,503,000,000 (454,000,000)
Less: net income attributable to noncontrolling interests 0 0 0
Net income (loss) attributable to ConocoPhillips 7,419,000,000 6,503,000,000 (454,000,000)
Comprehensive Income (Loss) Attributable to ConocoPhillips 8,165,000,000 5,900,000,000 221,000,000
Reportable Legal Entities [Member] | Burlington Resources LLC [Member]      
Revenues and Other Income      
Revenue from contracts with customers 0 0 0
Equity in earnings of affiliates 1,610,000,000 1,953,000,000 886,000,000
Gain on dispositions 0 0 0
Other income (loss) 5,000,000 0 0
Intercompany revenues 40,000,000 43,000,000 13,000,000
Total Revenues and Other Income 1,655,000,000 1,996,000,000 899,000,000
Cost and expenses [Abstract]      
Purchased commodities 0 0 0
Production and operating expenses 1,000,000 4,000,000 0
Selling, general and administrative expenses 0 0 0
Exploration expenses 0 0 0
Depreciation, depletion and amortization 0 0 0
Impairments 0 0 0
Taxes other than income taxes 0 0 1,000,000
Accretion on discounted liabilities 0 0 0
Interest and debt expense 133,000,000 46,000,000 52,000,000
Foreign currency transaction (gains) losses 0 116,000,000 (137,000,000)
Other Non Operating Expense 0 6,000,000 0
Total Costs and Expenses 134,000,000 172,000,000 (84,000,000)
Income (loss) before income taxes 1,521,000,000 1,824,000,000 983,000,000
Income Tax Expense (Benefit) (46,000,000) (41,000,000) (337,000,000)
Net income (loss) 1,567,000,000 1,865,000,000 1,320,000,000
Less: net income attributable to noncontrolling interests 0 0 0
Net income (loss) attributable to ConocoPhillips 1,567,000,000 1,865,000,000 1,320,000,000
Comprehensive Income (Loss) Attributable to ConocoPhillips 1,873,000,000 1,364,000,000 1,672,000,000
Reportable Legal Entities [Member] | All Other Subsidiaries [Member]      
Revenues and Other Income      
Revenue from contracts with customers 18,057,000,000 20,304,000,000 16,673,000,000
Equity in earnings of affiliates 775,000,000 1,072,000,000 770,000,000
Gain on dispositions (820,000,000) 824,000,000 1,261,000,000
Other income (loss) 477,000,000 557,000,000 492,000,000
Intercompany revenues 5,542,000,000 5,627,000,000 3,369,000,000
Total Revenues and Other Income 24,031,000,000 28,384,000,000 22,565,000,000
Cost and expenses [Abstract]      
Purchased commodities 4,038,000,000 5,131,000,000 4,580,000,000
Production and operating expenses 4,345,000,000 4,245,000,000 4,366,000,000
Selling, general and administrative expenses 131,000,000 109,000,000 82,000,000
Exploration expenses 321,000,000 199,000,000 392,000,000
Depreciation, depletion and amortization 5,494,000,000 5,372,000,000 5,990,000,000
Impairments 248,000,000 37,000,000 5,442,000,000
Taxes other than income taxes 814,000,000 905,000,000 668,000,000
Accretion on discounted liabilities 310,000,000 336,000,000 330,000,000
Interest and debt expense 69,000,000 156,000,000 410,000,000
Foreign currency transaction (gains) losses 45,000,000 (167,000,000) 204,000,000
Other Non Operating Expense 5,000,000 20,000,000 (6,000,000)
Total Costs and Expenses 15,820,000,000 16,343,000,000 22,458,000,000
Income (loss) before income taxes 8,211,000,000 12,041,000,000 107,000,000
Income Tax Expense (Benefit) 2,823,000,000 3,765,000,000 (1,566,000,000)
Net income (loss) 5,388,000,000 8,276,000,000 1,673,000,000
Less: net income attributable to noncontrolling interests (68,000,000) (48,000,000) (62,000,000)
Net income (loss) attributable to ConocoPhillips 5,320,000,000 8,228,000,000 1,611,000,000
Comprehensive Income (Loss) Attributable to ConocoPhillips 6,058,000,000 7,961,000,000 2,275,000,000
Consolidating Adjustments [Member]      
Revenues and Other Income      
Revenue from contracts with customers 0 0 0
Equity in earnings of affiliates (14,306,000,000) (16,596,000,000) (2,477,000,000)
Gain on dispositions 0 0 0
Other income (loss) 0 0 0
Intercompany revenues (5,695,000,000) (5,867,000,000) (3,721,000,000)
Total Revenues and Other Income (20,001,000,000) (22,463,000,000) (6,198,000,000)
Cost and expenses [Abstract]      
Purchased commodities (5,034,000,000) (5,428,000,000) (3,250,000,000)
Production and operating expenses (405,000,000) (59,000,000) (17,000,000)
Selling, general and administrative expenses (5,000,000) (5,000,000) (6,000,000)
Exploration expenses 0 0 0
Depreciation, depletion and amortization 0 0 0
Impairments 0 0 0
Taxes other than income taxes 0 0 0
Accretion on discounted liabilities 0 0 0
Interest and debt expense (251,000,000) (375,000,000) (448,000,000)
Foreign currency transaction (gains) losses 0 0 0
Other Non Operating Expense 0 0 0
Total Costs and Expenses (5,695,000,000) (5,867,000,000) (3,721,000,000)
Income (loss) before income taxes (14,306,000,000) (16,596,000,000) (2,477,000,000)
Income Tax Expense (Benefit) 0 0 0
Net income (loss) (14,306,000,000) (16,596,000,000) (2,477,000,000)
Less: net income attributable to noncontrolling interests 0 0 0
Net income (loss) attributable to ConocoPhillips (14,306,000,000) (16,596,000,000) (2,477,000,000)
Comprehensive Income (Loss) Attributable to ConocoPhillips $ (16,096,000,000) $ (15,225,000,000) $ (4,168,000,000)
[1] <div>(1)Sales and other operating revenues are attributable to countries based on the location of the selling operation.</div>
[2]
See Notes to Consolidated Financial Statements.
XML 42 R54.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Other Financial Information (Tables)
12 Months Ended
Dec. 31, 2019
Other Financial Information [Abstract]  
Other Financial Information
Note 22—Other Financial Information
Millions of Dollars
2019
2018
2017
Interest and Debt Expense
Incurred
Debt
$
799
838
1,114
Other
36
67
103
835
905
1,217
Capitalized
(57)
(170)
(119)
Expensed
$
778
735
1,098
Other Income
Interest income
$
166
97
112
Unrealized gains (losses) on Cenovus Energy common shares*
649
(437)
-
Other, net
543
513
417
$
1,358
173
529
*See Note 7—Investment in Cenovus Energy, for additional information.
Research and Development Expenditures
—expensed
$
82
78
100
Shipping and Handling Costs
$
1,008
1,075
1,050
Foreign Currency Transaction (Gains) Losses
—after-tax
Alaska
$
-
-
-
Lower 48
-
-
-
Canada
5
(11)
3
Europe and North Africa
-
(26)
7
Asia Pacific and Middle East
31
3
23
Other International
1
-
1
Corporate and Other
21
21
(3)
$
58
(13)
31
Property, Plant And Equipment [Table Text Block]
Millions of Dollars
XML 43 R2.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Consolidated Income Statement - USD ($)
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Revenues and Other Income      
Revenue from contracts with customers [1] $ 32,567,000,000 $ 36,417,000,000 $ 29,106,000,000
Equity in earnings of affiliates 779,000,000 1,074,000,000 772,000,000
Gain on dispositions 1,966,000,000 1,063,000,000 2,177,000,000
Other Income 1,358,000,000 173,000,000 529,000,000
Total Revenues and Other Income 36,670,000,000 38,727,000,000 32,584,000,000
Cost and expenses [Abstract]      
Purchased commodities 11,842,000,000 14,294,000,000 12,475,000,000
Production and operating expenses 5,322,000,000 5,213,000,000 5,162,000,000
Selling, general and administrative expenses 556,000,000 401,000,000 [2] 427,000,000 [2]
Exploration expenses 743,000,000 369,000,000 [2] 934,000,000 [2]
Depreciation, depletion and amortization 6,090,000,000 5,956,000,000 6,845,000,000
Impairments 405,000,000 27,000,000 6,601,000,000
Taxes other than income taxes 953,000,000 1,048,000,000 809,000,000
Accretion on discounted liabilities 326,000,000 353,000,000 362,000,000
Interest and debt expense 778,000,000 735,000,000 1,098,000,000
Foreign currency transaction (gains) losses 66,000,000 (17,000,000) 35,000,000
Other Expense 65,000,000 375,000,000 [2] 451,000,000 [2]
Total Costs and Expenses 27,146,000,000 28,754,000,000 35,199,000,000
Income (loss) before income taxes 9,524,000,000 9,973,000,000 (2,615,000,000)
Income Tax Expense (Benefit) 2,267,000,000 3,668,000,000 (1,822,000,000)
Net income (loss) 7,257,000,000 6,305,000,000 (793,000,000)
Less: net income attributable to noncontrolling interests (68,000,000) (48,000,000) (62,000,000)
Net income (loss) attributable to ConocoPhillips $ 7,189,000,000 $ 6,257,000,000 $ (855,000,000)
Net Income (Loss) Attributable to ConocoPhillips Per Share of Common Stock (dollars)      
Earnings Per Share, Basic $ 6.43 $ 5.36 $ (0.70)
Earnings per Share, Diluted $ 6.40 $ 5.32 $ (0.70)
Average Common Shares Outstanding (in thousands)      
Basic 1,117,260 1,166,499 1,221,038
Diluted 1,123,536 1,175,538 1,221,038
[1] <div>(1)Sales and other operating revenues are attributable to countries based on the location of the selling operation.</div>
[2]
See Notes to Consolidated Financial Statements.
XML 44 R6.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Consolidated Statement of Cash Flows - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Cash Flows From Operating Activities      
Net income (loss) $ 7,257 $ 6,305 $ (793)
Adjustments to reconcile net income to net cash provided by operating activities      
Depreciation, depletion and amortization 6,090 5,956 6,845
Impairments 405 27 6,601
Dry hole costs and leasehold impairments related to exploration only 421 95 566
Accretion on discounted liabilities 326 353 362
Deferred taxes (444) 283 (3,681)
Undistributed equity earnings 594 152 (232)
Gain on dispositions (1,966) (1,063) (2,177)
Other (1,000) 191 (429)
Working capital adjustments      
Decrease (increase) in accounts and notes receivable 505 235 (886)
Decrease (increase) in inventories (67) 86 (55)
Decrease (increase) in prepaid expenses and other current assets 37 (55) 69
Increase (decrease) in accounts payable (378) (52) 265
Increase (decrease) in taxes and other accruals (676) 421 622
Net Cash Provided by Operating Activities 11,104 12,934 7,077
Cash Flows From Investing Activities      
Capital expenditures and investments (6,636) (6,750) (4,591)
Increase (Decrease) In Capital Accrual Associated With Investing Activities (103) (68) 132
Proceeds from asset dispositions 3,012 1,082 13,860
Net Sales (Purchases) of Investments (2,910) 1,620 (1,790)
Long-term advances/loans-related parties 0 0 0
Proceeds from Collection of Long-term Loans to Related Parties 127 119 115
Other (108) 154 36
Net Cash Provided by (Used in) Investing Activities (6,618) (3,843) 7,762
Cash Flows From Financing Activities      
Issuance of debt 0 0 0
Repayment of debt (80) (4,995) (7,876)
Issuance of company common stock (30) 121 (63)
Repurchase of company common stock (3,500) (2,999) (3,000)
Dividends paid (1,500) (1,363) (1,305)
Other (119) (123) (112)
Net Cash Provided by (Used in) Financing Activities (5,229) (9,359) (12,356)
Effect of Exchange Rate Changes on Cash and Cash Equivalents and Restricted Cash (46) (117) 232
Net Change in Cash and Cash Equivalents and Restricted Cash Increase (Decrease) (789) (385) 2,715
Cash and Cash Equivalents and Restricted Cash at beginning of period 6,151 [1] 6,325 [1] 3,610
Cash and Cash Equivalents and Restricted Cash at end of period [1] $ 5,362 6,151 6,325
Restatement Adjustment [Member]      
Cash Flows From Financing Activities      
Cash and Cash Equivalents and Restricted Cash at beginning of period   $ 6,536  
Cash and Cash Equivalents and Restricted Cash at end of period     $ 6,536
[1]
See Notes to Consolidated Financial Statements.
XML 45 R50.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Employee Benefit Plans (Tables)
12 Months Ended
Dec. 31, 2019
Compensation And Retirement Disclosure [Abstract]  
Pension and Postretirement Plans
An analysis of the projected benefit obligations
 
for our pension plans and accumulated benefit
 
obligations for
our postretirement health and life insurance plans
 
follows:
Millions of Dollars
Pension Benefits
Other Benefits
2019
2018
2019
2018
U.S.
Int’l.
U.S.
Int’l.
Change in Benefit Obligation
Benefit obligation at January 1
$
2,136
3,438
3,236
3,845
218
265
Service cost
79
69
83
81
1
1
Interest cost
79
97
99
107
8
8
Plan participant contributions
-
2
-
2
20
22
Plan amendments
-
-
-
7
-
-
Actuarial (gain) loss
278
387
(44)
(259)
27
(10)
Benefits paid
(253)
(147)
(507)
(143)
(59)
(67)
Curtailment
-
(69)
(4)
(3)
-
-
Settlement
-
-
(730)
-
-
-
Recognition of termination benefits
-
1
3
-
-
-
Foreign currency exchange rate change
-
102
-
(199)
1
(1)
Benefit obligation at December 31*
$
2,319
3,880
2,136
3,438
216
218
*Accumulated benefit obligation portion of above at
 
December 31:
$
2,161
3,594
1,969
3,066
Change in Fair Value of Plan Assets
Fair value of plan assets at January 1
$
1,336
3,358
2,541
3,647
-
-
Actual return on plan assets
273
529
(112)
(106)
-
-
Company contributions
235
464
144
156
39
45
Plan participant contributions
-
2
-
2
20
22
Benefits paid
(253)
(147)
(507)
(143)
(59)
(67)
Settlement
-
-
(730)
-
-
-
Foreign currency exchange rate change
-
100
-
(198)
-
-
Fair value of plan assets at December 31
$
1,591
4,306
1,336
3,358
-
-
Funded Status
$
(728)
426
(800)
(80)
(216)
(218)
Amounts Recognized in the Consolidated Balance Sheet
Millions of Dollars
Weighted-Average Assumptions Used to Determine Benefit Obligations and Net Periodic Benefit Cost
Millions of Dollars
Before tax amounts unrecognized in net periodic postretirement benefit cost
Included in accumulated other comprehensive
 
income (loss) at December 31 were the following
 
before-tax
 
amounts that had not been recognized in net
 
periodic benefit cost:
Millions of Dollars
Pension Benefits
Other Benefits
2019
2018
2019
2018
U.S.
Int’l.
U.S.
Int’l.
Unrecognized net actuarial (gain) loss
$
479
227
516
310
8
(21)
Unrecognized prior service cost (credit)
-
(2)
-
(4)
(183)
(216)
Sources of change in other comprehensive income
Millions of Dollars
Amounts included in accumulated other comprehensive income that are expected to be amortized into net periodic postretirement cost
Included in accumulated other comprehensive
 
loss at December 31, 2019, were the following
 
before-tax
amounts that are expected to be amortized into
 
net periodic benefit cost during 2020:
Millions of Dollars
Pension
Other
Benefits
Benefits
U.S.
Int’l.
Unrecognized net actuarial (gain) loss
$
50
23
1
Unrecognized prior service credit
-
(2)
(31)
Net periodic benefit cost of all defined benefit plans
The components of net periodic benefit cost of
 
all defined benefit plans are presented in
 
the following table:
Millions of Dollars
Pension Benefits
Other Benefits
2019
2018
2017
2019
2018
2017
U.S.
Int’l.
U.S.
Int’l.
U.S.
Int’l.
Components of Net
Periodic Benefit Cost
Service cost
$
79
69
83
81
89
77
1
1
2
Interest cost
79
97
99
107
118
103
8
8
9
Expected return on plan
assets
(74)
(138)
(114)
(155)
(132)
(158)
-
-
-
Amortization of prior
service cost (credit)
-
(2)
-
(5)
4
(6)
(33)
(35)
(36)
Recognized net actuarial
loss (gain)
54
32
53
31
69
50
(2)
(1)
(3)
Settlements
62
-
196
-
131
-
-
-
-
Net periodic benefit cost
$
200
58
317
59
279
66
(26)
(27)
(28)
Fair values of our pension plan assets
The fair values of our pension plan assets at
 
December 31, by asset class were as follows:
Millions of Dollars
U.S.
International
Level 1
Level 2
Level 3
Total
Level 1
Level 2
Level 3
Total
2019
Equity securities
U.S.
$
94
-
7
101
435
-
-
435
International
98
-
-
98
266
-
-
266
Mutual funds
93
-
-
93
245
267
-
512
Debt securities
Government
-
-
-
-
1,412
-
-
1,412
Corporate
-
2
-
2
-
-
-
-
Mutual funds
-
-
-
-
392
-
-
392
Cash and cash equivalents
-
-
-
-
98
-
-
98
Derivatives
-
-
-
-
11
-
-
11
Real estate
-
-
-
-
-
-
132
132
Total in fair value hierarchy
$
285
2
7
294
2,859
267
132
3,258
Investments measured at net asset value*
Equity securities
Common/collective trusts
$
-
-
-
457
-
-
-
167
Debt securities
Common/collective trusts
-
-
-
637
-
-
-
760
Cash and cash equivalents
-
-
-
25
-
-
-
-
Real estate
-
-
-
83
-
-
-
112
Total**
$
285
2
7
1,496
2,859
267
132
4,297
 
*In accordance with FASB ASC Topic
 
715, “Compensation—Retirement Benefits,” certain investments that are to be measured at fair value
 
 
using the net asset value per share (or its equivalent) practical expedient
 
have not been classified in the fair value hierarchy.
 
The fair value
 
 
amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Change in
 
Fair Value of Plan Assets.
The fair values of our pension plan assets at
 
December 31, by asset class were as follows:
Millions of Dollars
U.S.
International
Level 1
Level 2
Level 3
Total
Level 1
Level 2
Level 3
Total
2018
Equity securities
U.S.
$
74
-
20
94
371
-
-
371
International
80
-
-
80
241
-
-
241
Mutual funds
76
-
-
76
213
181
-
394
Debt securities
Government
-
-
-
-
889
-
-
889
Corporate
-
2
-
2
-
-
-
-
Mutual funds
-
-
-
-
363
-
-
363
Cash and cash equivalents
-
-
-
-
71
-
-
71
Time deposits
-
-
-
-
6
-
-
6
Derivatives
-
-
-
-
(17)
-
-
(17)
Real estate
-
-
-
-
-
-
124
124
Total in fair value hierarchy
$
230
2
20
252
2,137
181
124
2,442
Investments measured at net asset value*
Equity securities
Common/collective trusts
$
-
-
-
364
-
-
-
153
Debt securities
Common/collective trusts
-
-
-
548
-
-
-
641
Cash and cash equivalents
-
-
-
5
-
-
-
-
Real estate
-
-
-
80
-
-
-
109
Total**
$
230
2
20
1,249
2,137
181
124
3,345
 
*In accordance with FASB ASC Topic
 
715, “Compensation—Retirement Benefits,” certain investments that are to be measured at fair value
 
 
using the net asset value per share (or its equivalent) practical expedient
 
have not been classified in the fair value hierarchy.
 
The fair value
 
 
amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Change in
 
 
Fair Value of Plan Assets.
Benefit payments excluding the participating annuity contract and which reflect expected future service, as appropriate, are expected to be paid:
The following benefit payments, which are exclusive
 
of amounts to be paid from the insurance annuity
 
contract
and which reflect expected future service, as appropriate,
 
are expected to be paid:
Millions of Dollars
Pension
Other
Benefits
Benefits
U.S.
Int’l.
2020
$
447
150
32
2021
270
156
29
2022
250
158
27
2023
217
163
24
2024
220
170
22
2025–2029
822
927
64
Share-based compensation expense recognized in income and the associated tax benefit
Compensation Expense
—Total share-based compensation expense recognized in income (loss) and the
associated tax benefit for the years ended
 
December 31 were as follows:
Millions of Dollars
2019
2018
2017
Compensation cost
$
274
265
227
Tax benefit
71
64
76
Significant assumptions used to calculate the fair market values
The fair market values of the options granted in
 
2017 were measured on the date of grant
 
using the
Black-Scholes-Merton option-pricing model.
 
The weighted-average assumptions used were as follows:
2017
Assumptions used
Risk-free interest rate
2.24
%
Dividend yield
4.00
%
Volatility
 
factor
28.12
%
Expected life (years)
6.39
Summary of stock option activity
The following summarizes our stock option activity
 
for the year ended December 31, 2019:
Millions of Dollars
Weighted-Average
Aggregate
Options
Exercise Price
Intrinsic Value
Outstanding at December 31, 2018
19,379,677
$
52.88
$
214
Exercised
(1,339,480)
36.28
39
Forfeited
-
Expired or cancelled
-
Outstanding at December 31, 2019
18,040,197
$
54.11
$
206
Vested at December 31, 2019
17,922,026
$
54.14
$
205
Exercisable at December 31, 2019
17,172,815
$
54.33
$
194
Summary of restricted stock unit activity
The following summarizes our stock-settled stock
 
unit activity for the year ended December
 
31, 2019:
Weighted-Average
Millions of Dollars
Stock Units
Grant Date Fair Value
Total Fair Value
Outstanding at December 31, 2018
7,546,973
$
43.41
Granted
2,045,503
67.77
Forfeited
(99,748)
62.93
Issued
(3,269,682)
34.32
$
225
Outstanding at December 31, 2019
6,223,046
$
55.99
Not Vested at December 31, 2019
4,185,141
56.17
The following summarizes our cash-settled stock
 
unit activity for the year ended December 31, 2019:
Weighted-Average
Millions of Dollars
Stock Units
Grant Date Fair Value
Total Fair Value
Outstanding at December 31, 2018
376,608
$
62.21
Granted
319,552
68.20
Forfeited
(6,914)
61.35
Issued
(92,255)
61.61
$
6
Outstanding at December 31, 2019
596,991
$
64.54
Not Vested at December 31, 2019
153,457
64.54
Summary of Performance Share Program activity
The following summarizes our stock-settled Performance
 
Share Program activity for the year ended
December 31, 2019:
Weighted-Average
Millions of Dollars
Stock Units
Grant Date Fair Value
Total Fair Value
Outstanding at December 31, 2018
2,335,542
$
50.45
Granted
77,841
68.90
Forfeited
-
Issued
(388,559)
53.66
$
25
Outstanding at December 31, 2019
2,024,824
$
50.55
Not Vested at December 31, 2019
15,616
$
47.80
The following summarizes our cash-settled Performance
 
Share Program activity for the year ended
December 31, 2019:
Weighted-Average
Millions of Dollars
Stock Units
Grant Date Fair Value
Total Fair Value
Outstanding at December 31, 2018
1,131,007
$
62.21
Granted
1,958,043
68.90
Forfeited
-
Settled
(2,479,776)
69.10
$
171
Outstanding at December 31, 2019
609,274
$
64.54
Not Vested at December 31, 2019
38,487
$
64.54
Summary of aggregate activity of restricted shares and units
The following summarizes the aggregate activity
 
of these restricted shares and units for the
 
year ended
December 31, 2019:
Weighted-Average
Millions of Dollars
Stock Units
Grant Date Fair Value
Total Fair Value
Outstanding at December 31, 2018
1,107,315
$
46.57
Granted
64,063
63.58
Cancelled
(2,307)
23.73
Issued
(177,163)
49.23
$
11
Outstanding at December 31, 2019
991,908
$
47.24
Severance accrual
Millions of Dollars
XML 46 R66.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Aquisitons (Details) - USD ($)
1 Months Ended 3 Months Ended 12 Months Ended
May 31, 2018
Dec. 31, 2018
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Dec. 18, 2018
Business Combinations [Abstract]            
Property, Plant and Equipment, Net   $ 45,698,000,000 $ 42,269,000,000 $ 45,698,000,000    
Capitalized Costs, Unproved Properties   4,662,000,000 3,980,000,000 4,662,000,000    
Capitalized Costs Proved Properties   100,657,000,000 88,284,000,000 100,657,000,000    
Inventories Acquired     0 42,000,000 $ 0  
Investments and long-term receivables   9,329,000,000 8,687,000,000 9,329,000,000    
Asset Retirement Obligation   7,908,000,000 $ 6,206,000,000 $ 7,908,000,000 $ 7,798,000,000  
Kuparuk Assets [Member] | Alaska Segment [Member] | Operating Segments [Member]            
Business Acquisition [Line Items]            
Costs Incurred, Acquisition of Oil and Gas Properties, Total $ 386,000,000 1,490,000,000        
Percent Acquired 22.00%          
Fair Value of Assets Acquired   1,743,000,000        
Business Combinations [Abstract]            
Capitalized Costs, Unproved Properties $ 114,000,000          
Capitalized Costs Proved Properties 297,000,000         $ 1,900,000,000
Inventories Acquired 20,000,000 $ 42,000,000        
Investments and long-term receivables 14,000,000         15,000,000
Net Working Capital           (100,000,000)
Kuparuk Assets [Member] | Alaska Segment [Member] | Operating Segments [Member] | Asset Retirement Obligation Costs [Member]            
Business Combinations [Abstract]            
Asset Retirement Obligation $ 59,000,000         $ 374,000,000
XML 47 R96.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Fair Value Measurement - FV Hierarchy (Details) - USD ($)
Dec. 31, 2019
Dec. 31, 2018
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Commodity derivative asset, gross $ 322,000,000 $ 450,000,000
Level 1 [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Investment in Cenovus Energy   1,462,000,000
Fair Value, Measurements, Recurring [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Investment in Cenovus Energy 2,111,000,000 1,462,000,000
Available for sale debt securities at fair value 241,000,000  
Commodity derivative asset, gross 322,000,000 450,000,000
Total assets 2,674,000,000 1,912,000,000
Commodity derivative liability, gross 311,000,000 400,000,000
Total liabilities 311,000,000 400,000,000
Fair Value, Measurements, Recurring [Member] | Level 1 [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Investment in Cenovus Energy 2,111,000,000 1,462,000,000
Available for sale debt securities at fair value 25,000,000  
Commodity derivative asset, gross 172,000,000 236,000,000
Total assets 2,308,000,000 1,698,000,000
Commodity derivative liability, gross 174,000,000 225,000,000
Total liabilities 174,000,000 225,000,000
Fair Value, Measurements, Recurring [Member] | Level 2 [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Investment in Cenovus Energy 0 0
Available for sale debt securities at fair value 216,000,000  
Commodity derivative asset, gross 114,000,000 181,000,000
Total assets 330,000,000 181,000,000
Commodity derivative liability, gross 115,000,000 145,000,000
Total liabilities 115,000,000 145,000,000
Fair Value, Measurements, Recurring [Member] | Level 3 [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Investment in Cenovus Energy 0 0
Available for sale debt securities at fair value 0  
Commodity derivative asset, gross 36,000,000 33,000,000
Total assets 36,000,000 33,000,000
Commodity derivative liability, gross 22,000,000 30,000,000
Total liabilities $ 22,000,000 $ 30,000,000
XML 48 R92.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Derivative and Financial Instruments - Financial Instruments Cost (Details) - USD ($)
$ in Millions
Dec. 31, 2019
Dec. 31, 2018
Schedule of Held-to-maturity Securities [Line Items]    
Cash and Cash Equivalents, carried at cost plus accrued interest $ 5,079 $ 5,915
Short-term investments carried at cost plust accrued interest 2,929 248
Cash [Member]    
Schedule of Held-to-maturity Securities [Line Items]    
Cash and Cash Equivalents, carried at cost plus accrued interest 759 876
Demand Deposits [Member]    
Schedule of Held-to-maturity Securities [Line Items]    
Cash and Cash Equivalents, carried at cost plus accrued interest 1,483 0
Short-term investments carried at cost plust accrued interest 0 0
Bank Time Deposits [Member] | Remaining Maturities 1 To 90 Days [Member]    
Schedule of Held-to-maturity Securities [Line Items]    
Cash and Cash Equivalents, carried at cost plus accrued interest 2,030 3,509
Short-term investments carried at cost plust accrued interest 1,395 0
Bank Time Deposits [Member] | Remaining maturities from 91 to 180 days [Member]    
Schedule of Held-to-maturity Securities [Line Items]    
Cash and Cash Equivalents, carried at cost plus accrued interest 0 0
Short-term investments carried at cost plust accrued interest 465 0
Commercial Paper [Member] | Remaining Maturities 1 To 90 Days [Member]    
Schedule of Held-to-maturity Securities [Line Items]    
Cash and Cash Equivalents, carried at cost plus accrued interest 413 229
Short-term investments carried at cost plust accrued interest 1,069 248
US Government Debt Securities [Member] | Remaining Maturities 1 To 90 Days [Member]    
Schedule of Held-to-maturity Securities [Line Items]    
Cash and Cash Equivalents, carried at cost plus accrued interest 394 1,301
Short-term investments carried at cost plust accrued interest $ 0 $ 0
XML 49 R62.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Variable Interest Entities (VIEs) (Details) - USD ($)
$ in Millions
3 Months Ended 12 Months Ended
Jun. 30, 2019
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Schedule Of Equity Method Investments [Line Items]        
Book value of equity method investment   $ 8,234 $ 9,005  
Income (Loss) From Equity Method Investments   $ 779 $ 1,074 $ 772
MWCC LLC [Member]        
Schedule Of Equity Method Investments [Line Items]        
Ownership percentage in equity investment   10.00%    
Australia Pacific LNG [Member]        
Schedule Of Equity Method Investments [Line Items]        
Ownership percentage in equity investment   37.50%    
MWCC LLC [Member] | MWCC LLC [Member]        
Schedule Of Equity Method Investments [Line Items]        
Ownership percentage in equity investment   10.00%    
Book value of equity method investment $ 30 $ 24    
Income (Loss) From Equity Method Investments $ (95)      
XML 50 R156.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Segment Disclosures - Geographic Information (Details) - USD ($)
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Geographic Information      
Revenue from contracts with customers [1] $ 32,567,000,000 $ 36,417,000,000 $ 29,106,000,000
Long-Lived Assets [2] 50,722,000,000 55,038,000,000 55,273,000,000
U.S.      
Geographic Information      
Revenue from contracts with customers [1] 21,159,000,000 22,740,000,000 17,204,000,000
Long-Lived Assets [2] 26,566,000,000 [3] 26,838,000,000 23,623,000,000
U.S. | Net Property Plant and Equipment      
Geographic Information      
Long-Lived Assets 426,000,000    
Australia and Timor-Leste      
Geographic Information      
Revenue from contracts with customers [1] 1,647,000,000 1,798,000,000 1,448,000,000
Long-Lived Assets [2] 7,228,000,000 [4] 9,301,000,000 9,657,000,000
Australia and Timor-Leste | Net Property Plant and Equipment      
Geographic Information      
Long-Lived Assets 1,236,000,000    
Canada [Member]      
Geographic Information      
Revenue from contracts with customers [1] 1,769,000,000 2,024,000,000 2,619,000,000
Long-Lived Assets [2] 5,769,000,000 5,333,000,000 5,613,000,000
CHINA      
Geographic Information      
Revenue from contracts with customers [1] 772,000,000 836,000,000 712,000,000
Long-Lived Assets [2] 1,447,000,000 1,380,000,000 1,275,000,000
INDONESIA      
Geographic Information      
Revenue from contracts with customers [1] 875,000,000 886,000,000 757,000,000
Long-Lived Assets [2] 605,000,000 669,000,000 758,000,000
Libya      
Geographic Information      
Revenue from contracts with customers [1] 1,103,000,000 1,142,000,000 586,000,000
Long-Lived Assets [2] 668,000,000 679,000,000 699,000,000
MALAYSIA      
Geographic Information      
Revenue from contracts with customers [1] 1,230,000,000 1,346,000,000 1,103,000,000
Long-Lived Assets [2] 1,871,000,000 2,327,000,000 2,736,000,000
NORWAY      
Geographic Information      
Revenue from contracts with customers [1] 2,349,000,000 2,886,000,000 2,348,000,000
Long-Lived Assets [2] 5,258,000,000 5,582,000,000 6,154,000,000
UNITED KINGDOM      
Geographic Information      
Revenue from contracts with customers [1] 1,649,000,000 2,606,000,000 2,248,000,000
Long-Lived Assets [2] 2,000,000 1,583,000,000 3,335,000,000
Segment Geographical Groups of Countries Other [Member]      
Geographic Information      
Revenue from contracts with customers [1] 14,000,000 153,000,000 81,000,000
Long-Lived Assets [2] $ 1,308,000,000 $ 1,346,000,000 $ 1,423,000,000
[1] <div>(1)Sales and other operating revenues are attributable to countries based on the location of the selling operation.</div>
[2] <div>(2)Defined as net PP&E plus equity investments and advances to affiliated companies.</div>
[3] <div>(3)Long-lived assets do not include $426 million of net PP&E associated with assets held for sale as of December 31, 2019. See Note 5—Acquisitions and Dispositions, for additional information.</div>
[4] <div>(4)Long-lived assets do not include $1,236 million of net PP&E associated with assets held for sale as of December 31, 2019. See Note 5—Acquisitions and Dispositions, for additional information.</div>
XML 51 R152.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Segment Disclosures - Depreciation, Equity Earnings, Income Tax (Details) - USD ($)
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Depreciation, Depletion, Amortization, and Impairments      
DD&A and Impairments $ 6,495,000,000 $ 5,983,000,000 $ 13,446,000,000
Equity in Earnings of Affiliates      
Equity in earnings of affiliates 779,000,000 1,074,000,000 772,000,000
Income Taxes      
Total provision (benefit) for income taxes 2,267,000,000 3,668,000,000 (1,822,000,000)
Operating Segments [Member]      
Depreciation, Depletion, Amortization, and Impairments      
DD&A and Impairments 6,495,000,000 5,983,000,000 13,446,000,000
Equity in Earnings of Affiliates      
Equity in earnings of affiliates 779,000,000 1,074,000,000 772,000,000
Corporate, Non-Segment [Member]      
Depreciation, Depletion, Amortization, and Impairments      
DD&A and Impairments 62,000,000 106,000,000 134,000,000
Equity in Earnings of Affiliates      
Equity in earnings of affiliates 0 0 0
Income Taxes      
Total provision (benefit) for income taxes (233,000,000) (103,000,000) 399,000,000
Alaska Segment [Member] | Operating Segments [Member]      
Depreciation, Depletion, Amortization, and Impairments      
DD&A and Impairments 805,000,000 760,000,000 1,026,000,000
Equity in Earnings of Affiliates      
Equity in earnings of affiliates 7,000,000 6,000,000 7,000,000
Income Taxes      
Total provision (benefit) for income taxes 472,000,000 376,000,000 (689,000,000)
Lower 48 Segment [Member] | Operating Segments [Member]      
Depreciation, Depletion, Amortization, and Impairments      
DD&A and Impairments 3,224,000,000 2,370,000,000 6,693,000,000
Equity in Earnings of Affiliates      
Equity in earnings of affiliates (159,000,000) 1,000,000 5,000,000
Income Taxes      
Total provision (benefit) for income taxes 137,000,000 474,000,000 (2,453,000,000)
Canada Segment [Member] | Operating Segments [Member]      
Depreciation, Depletion, Amortization, and Impairments      
DD&A and Impairments 232,000,000 324,000,000 461,000,000
Equity in Earnings of Affiliates      
Equity in earnings of affiliates 0 0 197,000,000
Income Taxes      
Total provision (benefit) for income taxes (43,000,000) (96,000,000) (616,000,000)
Europe and North Africa Segment [Member] | Operating Segments [Member]      
Depreciation, Depletion, Amortization, and Impairments      
DD&A and Impairments 887,000,000 1,041,000,000 1,313,000,000
Equity in Earnings of Affiliates      
Equity in earnings of affiliates 16,000,000 16,000,000 10,000,000
Income Taxes      
Total provision (benefit) for income taxes 1,435,000,000 2,265,000,000 1,165,000,000
Asia Pacific and Middle East Segment [Member] | Operating Segments [Member]      
Depreciation, Depletion, Amortization, and Impairments      
DD&A and Impairments 1,285,000,000 1,382,000,000 3,819,000,000
Equity in Earnings of Affiliates      
Equity in earnings of affiliates 915,000,000 1,051,000,000 553,000,000
Income Taxes      
Total provision (benefit) for income taxes 491,000,000 722,000,000 351,000,000
Other International Segment [Member] | Operating Segments [Member]      
Depreciation, Depletion, Amortization, and Impairments      
DD&A and Impairments 0 0 0
Equity in Earnings of Affiliates      
Equity in earnings of affiliates 0 0 0
Income Taxes      
Total provision (benefit) for income taxes $ 8,000,000 $ 30,000,000 $ 21,000,000
XML 52 R41.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Investments, Loans and Long-Term Receivables (Tables)
12 Months Ended
Dec. 31, 2019
Investments, Loans and Long-Term Receivables and Joint Venture Acquisition Obligation [Abstract]  
Components of investments, loans and long-term receivables
Note 6—Investments, Loans and Long-Term Receivables
Components of investments, loans and long-term
 
receivables at December 31 were:
Millions of Dollars
2019
2018
Equity investments
$
8,234
9,005
Loans and advances—related parties
219
335
Long-term receivables
243
238
Long-term investments in debt securities
133
-
Other investments
77
86
$
8,906
9,664
Summarized financial information for equity method investments in affiliated companies
Summarized 100 percent earnings information
 
for equity method investments in affiliated companies,
combined, was as follows:
Millions of Dollars
2019
2018
2017
Revenues
$
11,310
11,654
11,554
Income (loss) before income taxes
3,726
3,660
(2,875)
Net income (loss)
3,085
3,244
(1,431)
Summarized 100 percent balance sheet information
 
for equity method investments in affiliated
 
companies,
 
combined, was as follows:
Millions of Dollars
2019
2018
Current assets
$
3,289
3,285
Noncurrent assets
38,905
41,563
Current liabilities
2,603
2,625
Noncurrent liabilities
22,168
23,874
XML 53 R45.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Debt (Tables)
12 Months Ended
Dec. 31, 2019
Debt [Abstract]  
Long-term debt
Note 11—Debt
Long-term debt at December 31 was:
Millions of Dollars
2019
2018
9.125% Debentures due 2021
$
123
123
8.20% Debentures due 2025
134
134
8.125% Notes due 2030
390
390
7.9% Debentures due 2047
60
60
7.8% Debentures due 2027
203
203
7.65% Debentures due 2023
78
78
7.40% Notes due 2031
500
500
7.375% Debentures due 2029
92
92
7.25% Notes due 2031
500
500
7.20% Notes due 2031
575
575
7% Debentures due 2029
200
200
6.95% Notes due 2029
1,549
1,549
6.875% Debentures due 2026
67
67
6.50% Notes due 2039
2,750
2,750
5.951% Notes due 2037
645
645
5.95% Notes due 2036
500
500
5.95% Notes due 2046
500
500
5.90% Notes due 2032
505
505
5.90% Notes due 2038
600
600
4.95% Notes due 2026
1,250
1,250
4.30% Notes due 2044
750
750
4.15% Notes due 2034
246
246
3.35% Notes due 2024
426
426
3.35% Notes due 2025
199
199
2.4% Notes due 2022
329
329
Floating rate notes due 2022 at
2.81
% –
3.58
% during 2019 and
2.32
% –
3.52
% during 2018
500
500
Industrial Development Bonds due 2035 at
1.08
% –
2.45
% during 2019 and
0.95
% –
1.86
% during 2018
18
18
Marine Terminal Revenue Refunding Bonds due 2031 at
1.08
% –
2.45
% during
 
2019 and
0.88
% –
1.95
% during 2018
265
265
Other
17
17
Debt at face value
13,971
13,971
Finance leases
720
777
Net unamortized premiums, discounts and
 
debt issuance costs
204
220
Total debt
14,895
14,968
Short-term debt
(105)
(112)
Long-term debt
$
14,790
14,856
XML 54 R49.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Non Mineral Leases (Tables)
12 Months Ended
Dec. 31, 2019
Leases [Abstract]  
Lease, Assets And Liabilities [Table Text Block]
Millions of Dollars
* Includes proportionately consolidated finance lease assets (net of
 
accumulated depreciation, depletion and amortization) of $
335
 
million.
 
Millions of Dollars
Short-term debt and long-term debt include proportionately consolidated finance
 
lease liabilities of $
56
 
million and $
579
 
million, respectively.
 
Lease, Cost [Table Text Block]
The following table summarizes our lease costs
 
for 2019:
Millions of Dollars
2019
Lease Cost
*
Operating lease cost
$
341
Finance lease cost
Amortization of right-of-use assets
99
Interest on lease liabilities
37
Short-term lease cost
**
77
Total lease cost
***
$
554
*The amounts presented in the table above have not been adjusted to reflect amounts recovered or reimbursed from oil and gas coventurers.
 
**Short-term leases are not recorded on our consolidated balance sheet.
 
Our future short-term lease commitments amount to $
31
 
million, of
 
which $
18
 
million is related to leases whose terms have not yet commenced
 
as of December 31, 2019.
***Variable lease cost and sublease income are immaterial for the period presented and therefore are not included in the table above.
The following table summarizes the lease terms
 
and discount rates:
December 31, 2019
Lease Term and Discount Rate
Weighted-average term (years)
Operating leases
5.19
Finance leases
8.70
Weighted-average discount rate (percent)
Operating leases
3.10
Finance leases
5.53
The following table summarizes other lease information
 
for 2019:
Millions of Dollars
2019
Other Information
*
Cash paid for amounts included in the measurement
 
of lease liabilities
Operating cash flows from operating leases
$
203
Operating cash flows from finance leases
27
Financing cash flows from finance leases
81
Right-of-use assets obtained in exchange for
 
operating lease liabilities
$
499
Right-of-use assets obtained in exchange for
 
finance lease liabilities
26
*The amounts presented in the table above have not been adjusted to reflect amounts recovered or reimbursed from oil and gas coventurers.
 
In
addition,
 
pursuant to other applicable accounting guidance, lease payments
 
made in connection with preparing another asset for its intended use
are reported in the "Cash Flows From Investing Activities" section of our consolidated statement of cash flows.
 
Lessee, Operating Lease, Liability, Maturity [Table Text Block]
The following table summarizes future lease
 
payments for operating and finance leases
 
at December 31, 2019:
Millions of Dollars
Operating
Leases
Finance
 
Leases
Maturity of Lease Liabilities
2020
$
348
120
2021
247
104
2022
130
102
2023
82
88
2024
63
84
Remaining years
149
382
Total
*
1,019
880
Less: portion representing imputed interest
(87)
(160)
Total lease liabilities
$
932
720
*Future lease payments for operating and finance leases commencing on
 
or after January 1, 2019, also include payments related to non-lease
components in accordance with our election to adopt the optional practical
 
expedient not to separate lease components apart from non-lease
components for accounting purposes.
 
In addition, future payments related to operating and finance leases proportionately consolidated by the
company have been included in the table on a proportionate basis consistent
 
with our respective ownership interest in the underlying investee
company or oil and gas venture.
Finance Lease, Liability, Maturity [Table Text Block]
The following table summarizes future lease
 
payments for operating and finance leases
 
at December 31, 2019:
Millions of Dollars
Operating
Leases
Finance
 
Leases
Maturity of Lease Liabilities
2020
$
348
120
2021
247
104
2022
130
102
2023
82
88
2024
63
84
Remaining years
149
382
Total
*
1,019
880
Less: portion representing imputed interest
(87)
(160)
Total lease liabilities
$
932
720
*Future lease payments for operating and finance leases commencing on
 
or after January 1, 2019, also include payments related to non-lease
components in accordance with our election to adopt the optional practical
 
expedient not to separate lease components apart from non-lease
components for accounting purposes.
 
In addition, future payments related to operating and finance leases proportionately consolidated by the
company have been included in the table on a proportionate basis consistent
 
with our respective ownership interest in the underlying investee
company or oil and gas venture.
Schedule of Future Minimum Lease Payments for Capital Leases [Table Text Block]
At December 31, 2018, future minimum payments
 
due under finance (capital) leases pursuant
 
to
ASC Topic 840 were:
Millions
of Dollars
2019
$
118
2020
116
2021
100
2022
98
2023
87
Remaining years
453
Total
972
Less: portion representing imputed interest
(195)
Capital lease obligations
$
777
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block]
At December 31, 2018, future undiscounted minimum
 
rental payments due under noncancelable operating
leases pursuant to ASC Topic 840 were:
Millions
of Dollars
2019
$
248
2020
425
2021
136
2022
319
2023
54
Remaining years
212
Total
1,394
Less: income from subleases
(7)
Net minimum operating lease payments
$
1,387
Schedule of Rent Expense [Table Text Block]
For the years ended December 31, operating
 
lease rental expense pursuant to ASC Topic 840 was:
Millions of Dollars
2018
2017
Total rentals
$
253
264
Less: sublease rentals
(16)
(20)
$
237
244
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Employee Benefit Plans - Amounts recognized in Balance Sheet And Assumptions (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Amounts Recognized in the Consolidated Balance Sheet    
Noncurrent liabilities $ (1,781) $ (1,764)
Pension Plans Defined Benefit [Member] | U.S.    
Amounts Recognized in the Consolidated Balance Sheet    
Noncurrent assets 0 0
Current liabilities (21) (59)
Noncurrent liabilities (707) (741)
Total recognized $ (728) $ (800)
Weighted-Average Assumptions Used to Determine Benefit Obligations at December 31    
Discount rate 3.25% 4.25%
Rate of compensation increase 4.00% 4.00%
Weighted-Average Assumptions Used to Determine Net Periodic Benefit Cost for Years Ended December 31    
Discount rate 3.95% 3.80%
Expected return on plan assets 5.80% 5.80%
Rate of compensation increase 4.00% 4.00%
Before-tax amounts unrecognized in net periodic postretirement benefit cost    
Unrecognized net actuarial loss (gain) $ 479 $ 516
Unrecognized prior service cost (credit) 0 0
Pension Plans Defined Benefit [Member] | Foreign Pension Plans, Defined Benefit [Member]    
Amounts Recognized in the Consolidated Balance Sheet    
Noncurrent assets 765 232
Current liabilities (6) (4)
Noncurrent liabilities (333) (308)
Total recognized $ 426 $ (80)
Weighted-Average Assumptions Used to Determine Benefit Obligations at December 31    
Discount rate 2.35% 3.05%
Rate of compensation increase 3.35% 3.65%
Weighted-Average Assumptions Used to Determine Net Periodic Benefit Cost for Years Ended December 31    
Discount rate 2.90% 2.90%
Expected return on plan assets 4.10% 4.30%
Rate of compensation increase 3.65% 3.75%
Before-tax amounts unrecognized in net periodic postretirement benefit cost    
Unrecognized net actuarial loss (gain) $ 227 $ 310
Unrecognized prior service cost (credit) (2) (4)
Other Postretirement Benefit Plans, Defined Benefit [Member]    
Amounts Recognized in the Consolidated Balance Sheet    
Noncurrent assets 0 0
Current liabilities (42) (44)
Noncurrent liabilities (174) (174)
Total recognized $ (216) $ (218)
Weighted-Average Assumptions Used to Determine Benefit Obligations at December 31    
Discount rate 3.10% 4.05%
Rate of compensation increase   0.00%
Weighted-Average Assumptions Used to Determine Net Periodic Benefit Cost for Years Ended December 31    
Discount rate 4.05% 3.30%
Expected return on plan assets   0.00%
Rate of compensation increase   0.00%
Before-tax amounts unrecognized in net periodic postretirement benefit cost    
Unrecognized net actuarial loss (gain) $ 8 $ (21)
Unrecognized prior service cost (credit) $ (183) $ (216)
XML 56 R28.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Income Taxes
12 Months Ended
Dec. 31, 2019
Income Taxes [Abstract]  
Income Taxes
Note 19—Income Taxes
Income taxes charged to net income (loss) were:
Millions of Dollars
2019
2018
2017
Income Taxes
Federal
Current
$
18
4
79
Deferred
(113)
545
(3,046)
Foreign
Current
2,545
3,273
1,729
Deferred
(323)
(166)
(510)
State and local
Current
148
108
51
Deferred
(8)
(96)
(125)
$
2,267
3,668
(1,822)
Deferred income taxes reflect the net tax effect of temporary
 
differences between the carrying amounts of
assets and liabilities for financial reporting purposes
 
and the amounts used for tax purposes.
 
Major components
of deferred tax liabilities and assets at December
 
31 were:
Millions of Dollars
2019
2018
Deferred Tax Liabilities
PP&E and intangibles
$
8,660
8,004
Inventory
35
60
Deferred state income tax
-
61
Other
234
156
Total deferred tax liabilities
8,929
8,281
Deferred Tax Assets
Benefit plan accruals
542
641
Asset retirement obligations and accrued environmental
 
costs
2,339
2,891
Investments in joint ventures
1,722
104
Other financial accruals and deferrals
777
330
Loss and credit carryforwards
8,968
2,378
Other
345
398
Total deferred tax assets
14,693
6,742
Less: valuation allowance
(10,214)
(3,040)
Net deferred tax assets
4,479
3,702
Net deferred tax liabilities
$
4,450
4,579
At December 31, 2019, noncurrent assets and liabilities
 
included deferred taxes of $
184
 
million and
$
4,634
 
million, respectively.
 
At December 31, 2018, noncurrent assets and liabilities
 
included deferred taxes
of $
442
 
million and $
5,021
 
million, respectively.
At December 31, 2019, the components of
 
our loss and credit carryforwards before and
 
after consideration of
the applicable valuation allowances were:
Millions of Dollars
Net Deferred
Expiration of
Gross Deferred
Tax Asset After
Net Deferred
Tax Asset
Valuation Allowance
Tax Asset
U.S. foreign tax credits
$
7,696
14
2028
U.S. general business credits
250
250
2036-2038
U.S. capital loss
202
32
2024
State net operating losses and tax credits
370
50
Various
Foreign net operating losses and tax credits
450
413
Post 2025
$
8,968
759
Valuation
 
allowances have been established to reduce
 
deferred tax assets to an amount that will,
 
more likely
than not, be realized.
 
During 2019, valuation allowances increased a total
 
of $
7,174
 
million.
 
The increase
primarily relates to deferred tax assets recognized
 
during 2019 as a result of the finalization of rules
 
related to
the U.S. Tax Cuts and Jobs Act (Tax Legislation including ongoing issuance of tax regulations related to such
legislation), as further discussed below.
 
Based on our historical taxable income, expectations
 
for the future,
and available tax-planning strategies, management
 
expects deferred tax assets, net of valuation
 
allowance, will
primarily be realized as offsets to reversing deferred tax
 
liabilities.
 
 
On December 2, 2019, the Internal Revenue Service
 
finalized foreign tax credit regulations related
 
to the 2017
Tax Cuts and Jobs Act.
 
Due to the finalization of these regulations, in the
 
fourth quarter of 2019 we
recognized $
151
 
million of net deferred tax assets.
 
Correspondingly, we recorded $
6,642
 
million of existing
foreign tax credit carryovers where recognition
 
was previously considered to be remote.
 
Present legislation
still makes their realization unlikely and therefore
 
these credits have been offset with a full valuation
allowance.
 
 
At December 31, 2019, unremitted income
 
considered to be permanently reinvested in
 
certain foreign
subsidiaries and foreign corporate joint ventures
 
totaled approximately $
4,196
 
million.
 
Deferred income taxes
have not been provided on this amount, as
 
we do not plan to initiate any action that would
 
require the payment
of income taxes.
 
The estimated amount of additional tax, primarily
 
local withholding tax, that would be
payable on this income if distributed is approximately
 
$
210
 
million.
The following table shows a reconciliation
 
of the beginning and ending unrecognized tax
 
benefits for 2019,
2018 and 2017:
Millions of Dollars
2019
2018
2017
Balance at January 1
$
1,081
882
381
Additions based on tax positions related to the current
 
year
9
268
612
Additions for tax positions of prior years
120
43
109
Reductions for tax positions of prior years
(22)
(73)
(129)
Settlements
(9)
(35)
(5)
Lapse of statute
(2)
(4)
(86)
Balance at December 31
$
1,177
1,081
882
Included in the balance of unrecognized tax benefits
 
for 2019, 2018 and 2017 were $
1,100
 
million,
$
1,081
 
million and $
882
 
million, respectively, which, if recognized, would impact our effective tax rate.
 
The
balance of the unrecognized tax benefits increased
 
in 2019 mainly due to the treatment of our
 
PDVSA
settlement. The balance of the unrecognized tax
 
benefits increased in 2018 mainly due to the
 
treatment of
distributions from certain foreign subsidiaries.
 
The balance of unrecognized tax benefits
 
increased in 2017
mainly due to the recognition of a U.S. worthless securities
 
deduction that we do not believe will generate a
cash tax benefit.
 
See Note 13—Contingencies and Commitments,
 
for more information on the PDVSA
settlement.
 
 
At December 31, 2019, 2018 and 2017, accrued liabilities
 
for interest and penalties totaled $
42
 
million,
$
45
 
million and $
54
 
million, respectively, net of accrued income taxes.
 
Interest and penalties resulted in a
benefit to earnings of $
3
 
million in 2019, a benefit to earnings
 
of $
4
 
million in 2018, and
no
 
impact to earnings
in 2017.
 
 
We file tax returns in the U.S. federal jurisdiction and in many foreign and state jurisdictions.
 
Audits in major
jurisdictions are generally complete as follows:
 
U.K. (2015), Canada (2014), U.S. (2014)
 
and Norway (2018).
 
Issues in dispute for audited years and audits for
 
subsequent years are ongoing and in various stages
 
of
completion in the many jurisdictions in which
 
we operate around the world.
 
Consequently, the balance in
unrecognized tax benefits can be expected to fluctuate
 
from period to period.
 
It is reasonably possible such
changes could be significant when compared
 
with our total unrecognized tax benefits, but the amount
 
of
change is not estimable.
The amounts of U.S. and foreign income (loss)
 
before income taxes, with a reconciliation of tax
 
at the federal
statutory rate with the provision for income taxes,
 
were:
Millions of Dollars
Percent of Pre-Tax Income (Loss)
2019
2018
2017
2019
2018
2017
Income (loss) before income taxes
United States
$
4,704
2,867
(5,250)
49.4
%
28.7
200.8
Foreign
4,820
7,106
2,635
50.6
71.3
(100.8)
$
9,524
9,973
(2,615)
100.0
%
100.0
100.0
Federal statutory income tax
$
2,000
2,095
(915)
21.0
%
21.0
35.0
Non-U.S. effective tax rates
1,399
1,766
625
14.7
17.7
(23.9)
Tax Legislation
-
(10)
(852)
-
(0.1)
32.6
Canada disposition
-
-
(1,277)
-
-
48.8
U.K. disposition
(732)
(150)
-
(7.7)
(1.5)
-
Recovery of outside basis
(77)
(21)
(962)
(0.8)
(0.2)
36.8
Adjustment to tax reserves
9
(4)
881
0.1
-
(33.7)
Adjustment to valuation allowance
(225)
(26)
-
(2.4)
(0.3)
-
APLNG impairment
-
-
834
-
-
(31.9)
State income tax
123
135
(84)
1.3
1.4
3.2
Malaysia Deepwater Incentive
(164)
-
-
(1.7)
-
-
Enhanced oil recovery credit
(27)
(99)
(68)
(0.3)
(1.0)
2.6
Other
(39)
(18)
(4)
(0.4)
(0.2)
0.2
$
2,267
3,668
(1,822)
23.8
%
36.8
69.7
Our effective tax rate for 2019 was favorably impacted
 
by the sale of two of our U.K. subsidiaries.
 
The
disposition generated a before-tax gain of more than
 
$
1.7
 
billion with an associated tax benefit of $
335
million. The disposition generated a U.S. capital
 
loss of approximately $
2.1
 
billion which has generated a U.S.
tax benefit of approximately $
285
 
million. The remaining U.S. capital loss
 
has been recorded as a deferred tax
asset fully offset with a valuation allowance.
 
See Note 5—Asset Acquisitions and Dispositions,
 
for additional
information on the disposition.
 
 
During the third quarter of 2019, we received final
 
partner approval in Malaysia Block G to claim
 
certain
deepwater tax credits. As a result, we recorded
 
an income tax benefit of $
164
 
million.
 
 
The decrease in the effective tax rate for 2018 was primarily
 
due to the impact of the Clair Field disposition
 
in
the U.K. and our overall income position, partially
 
offset by our mix of income among taxing jurisdictions.
 
Our effective tax rate for 2018 was favorably impacted
 
by the sale of a U.K. subsidiary to BP.
 
The subsidiary
held 16.5 percent of our 24 percent interest
 
in the BP-operated Clair Field in the U.K.
 
The disposition
generated a before-tax gain of $
715
 
million with no associated tax cost.
 
See Note 5—Asset Acquisitions and
Dispositions,
 
for additional information on the disposition.
 
Tax Legislation was enacted in the U.S. on December 22, 2017, reducing the
 
U.S. federal corporate income tax
rate to 21 percent from 35 percent, requiring companies
 
to pay a one-time transition tax on earnings of certain
foreign subsidiaries that were previously tax deferred
 
and creating new taxes on certain foreign-sourced
earnings.
 
 
 
SAB 118 measurement period
 
We applied the guidance in Staff Accounting Bulletin No. 118 when accounting for the enactment-date effects
of Tax Legislation in 2017 and throughout 2018.
 
At December 31, 2017, we had not completed
 
our
accounting for all the enactment-date income
 
tax effects of Tax Legislation under ASC 740, Income Taxes, for
the remeasurement of deferred tax assets and liabilities
 
and the one-time transition tax.
 
As of December 31,
2018, we had completed our accounting for all the
 
enactment-date income tax effects of Tax Legislation.
 
As
further discussed below, during 2018, we recognized adjustments of $
10
 
million to the provisional amounts
recorded at December 31, 2017, and included these
 
adjustments as a component
 
of income tax provision.
 
 
Provisional Amounts—Foreign tax effects
The one-time transition tax is based on our total
 
post-1986 earnings, the tax on which we previously
 
deferred
from U.S. income taxes under U.S. law.
 
We estimated at December 31, 2017, that we would not incur a one-
time transition tax.
 
 
Upon further analyses of Tax Legislation and Notices and regulations issued and proposed
by the U.S. Department of the Treasury and the Internal Revenue
 
Service, we finalized our calculations of the
transition tax liability during 2018.
 
Based upon this analysis, we did not incur a
 
one-time transition tax.
 
 
As a result of the Tax Legislation, we removed the indefinite reinvestment
 
assertion on one of our foreign
subsidiaries and recorded a tax expense of $
56
 
million in the fourth quarter of 2017.
 
Deferred tax assets and liabilities
As of December 31, 2017, we remeasured certain deferred
 
tax assets and liabilities based on the rates at
 
which
they were expected to reverse in the future (which
 
was generally 21 percent), by recording a provisional
amount of $
908
 
million.
 
Upon further analysis of certain aspects of
 
Tax Legislation and refinement of our
calculations during the 12 months ended December
 
31, 2018, we adjusted our provisional amount by
 
$
10
million, which is included as a component of income
 
tax expense.
 
 
Global intangible low-taxed income (GILTI)
 
We have elected to account for GILTI
 
in the year the tax is incurred.
 
For 2019 and 2018,
 
the current-year U.S.
income tax impact related to GILTI activities is immaterial.
 
 
Our effective tax rate in 2017 was favorably impacted
 
by a tax benefit of $
1,277
 
million related to the Canada
disposition.
 
This tax benefit was primarily associated with
 
a deferred tax recovery related to the Canadian
capital gains exclusion component of the 2017
 
Canada disposition and the recognition
 
of previously
unrealizable Canadian capital asset tax basis.
 
The Canada disposition, along with the
 
associated restructuring
of our Canadian operations, may generate an additional
 
tax benefit of $
822
 
million.
 
However, since we
believe it is not likely we will receive a corresponding
 
cash tax savings, this $
822
 
million benefit has been
offset by a full tax reserve.
 
See Note 5—Asset Acquisitions and Dispositions
 
for additional information on our
Canada disposition.
 
 
The impairment of our APLNG investment in the
 
second quarter of 2017 did not generate
 
a tax benefit.
 
See
the “APLNG” section of Note 6—Investments,
 
Loans and Long-Term Receivables, for information on the
impairment of our APLNG investment.
 
 
Certain operating losses in jurisdictions outside
 
of the U.S.
 
only yield a tax benefit in the U.S. as a worthless
security deduction.
 
For 2019, 2018 and 2017, before consideration
 
of unrecorded tax benefits discussed above,
the amount of the tax benefit was $
9
 
million, $
36
 
million and $
962
 
million, respectively.
 
 
XML 57 R110.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Non-Mineral Leases - Operating Lease Rentals (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2018
Dec. 31, 2017
Operating lease rental expense    
Operating Leases, Rent Expense, Minimum Rentals $ 253 $ 264
Less sublease rentals (16) (20)
Operating Leases, Rent Expense, Total $ 237 $ 244
XML 58 R118.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Employee Benefit Plans - Benefit Cost Narrative (Details) - USD ($)
$ in Millions
3 Months Ended 12 Months Ended
Sep. 30, 2019
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Defined Benefit Plan Disclosure [Line Items]        
Percent Amortized Of Unamortized Balance For Net Actuarial Gain And Losses   10.00%    
Other Comprehensive Income (Loss), Defined Benefit Plans   $ (51) $ (39) $ (147)
Other Postretirement Benefit Plans, Defined Benefit [Member]        
Defined Benefit Plan Disclosure [Line Items]        
Pension settlement losses   $ 0 $ 0 0
Defined Benefit Plan, Assumptions Used Calculating Benefit Obligation, Discount Rate   3.10% 4.05%  
U.S. | Pension Plans Defined Benefit [Member]        
Defined Benefit Plan Disclosure [Line Items]        
Pension settlement losses   $ (62) $ (196) (131)
Defined Benefit Plan, Assumptions Used Calculating Benefit Obligation, Discount Rate   3.25% 4.25%  
U.S. | Other Postretirement Benefit Plans, Defined Benefit [Member] | Pre Sixty Five Retiree[Member]        
Defined Benefit Plan Disclosure [Line Items]        
Defined Benefit Plan, Health Care Cost Trend Rate Assumed for Next Fiscal Year   7.00%    
Defined Benefit Plan, Ultimate Health Care Cost Trend Rate   5.00%    
U.S. | Other Postretirement Benefit Plans, Defined Benefit [Member] | Post Sixty Five Retiree [Member]        
Defined Benefit Plan Disclosure [Line Items]        
Defined Benefit Plan, Health Care Cost Trend Rate Assumed for Next Fiscal Year   4.00%    
Defined Benefit Plan, Ultimate Health Care Cost Trend Rate   5.00%    
U.S. | Qualified Plan [Member] | Prudential Benefit Obligation [Member]        
Defined Benefit Plan Disclosure [Line Items]        
Change In Defined Benefit Assets     $ 730  
U.S. | Qualified Plan [Member] | Pension Plans Defined Benefit [Member]        
Defined Benefit Plan Disclosure [Line Items]        
Pension settlement losses   $ (62) (196) (131)
U.S. | Qualified Plan [Member] | Pension Plans Defined Benefit [Member] | Prudential Benefit Obligation [Member]        
Defined Benefit Plan Disclosure [Line Items]        
Change In Defined Benefit Obligation     730  
Change In Defined Benefit Assets     730  
U.S. | Qualified Plan [Member] | Other Postretirement Benefit Plans, Defined Benefit [Member] | Pre Sixty Five Retiree[Member]        
Defined Benefit Plan Disclosure [Line Items]        
Defined Benefit Plan, Year that Rate Reaches Ultimate Trend Rate   2028    
U.S. | Qualified Plan [Member] | Other Postretirement Benefit Plans, Defined Benefit [Member] | Post Sixty Five Retiree [Member]        
Defined Benefit Plan Disclosure [Line Items]        
Defined Benefit Plan, Year that Rate Reaches Ultimate Trend Rate   2028    
Foreign Plan [Member] | Pension Plans Defined Benefit [Member]        
Defined Benefit Plan Disclosure [Line Items]        
Pension settlement losses   $ 0 $ 0 $ 0
Defined Benefit Plan, Assumptions Used Calculating Benefit Obligation, Discount Rate   2.35% 3.05%  
Foreign Plan [Member] | Qualified Plan [Member] | Pension Plans Defined Benefit [Member] | Certain United Kingdom Assets [Member]        
Defined Benefit Plan Disclosure [Line Items]        
Change In Defined Benefit Assets $ 43      
Defined Benefit Plan, Assumptions Used Calculating Benefit Obligation, Discount Rate 1.80%   2.90%  
XML 59 R24.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Fair Value Measurement
12 Months Ended
Dec. 31, 2019
Fair Value Measurement [Abstract]  
Fair Value Measurement
Note 15—Fair Value Measurement
 
We carry a portion of our assets and liabilities at fair value that are measured at a 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 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.
 
Transfers occur at the end of the reporting period.
 
There were
no material transfers in or out of Level 1 during
 
2019 or 2018.
Recurring Fair Value Measurement
Financial assets and liabilities reported at fair
 
value on a recurring basis primarily include
 
our investment in
Cenovus Energy 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, and
asset-backed securities 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
December 31, 2019
December 31, 2018
Level 1
Level 2
Level 3
Total
Level 1
Level 2
Level 3
Total
Assets
Investment in Cenovus Energy
$
2,111
-
-
2,111
1,462
-
-
1,462
Investments in debt securities
25
216
-
241
Commodity derivatives
172
114
36
322
236
181
33
450
Total assets
$
2,308
330
36
2,674
1,698
181
33
1,912
Liabilities
Commodity derivatives
$
174
115
22
311
225
145
30
400
Total liabilities
$
174
115
22
311
225
145
30
400
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
Amounts
Cash
Net
Recognized
Right of Setoff
Amounts
Offset
Presented
Collateral
Amounts
December 31, 2019
Assets
$
322
3
319
193
126
4
122
Liabilities
311
4
307
193
114
12
102
December 31, 2018
Assets
$
450
9
441
280
161
-
161
Liabilities
400
4
396
280
116
10
106
At December 31, 2019 and December 31, 2018,
 
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 Measurements Using
Fair Value
Level 1
Inputs
Level 2
Inputs
Level 3
Inputs
Before-Tax
Loss
Year
 
ended December 31, 2019
Net PP&E (held for sale)
 
November 30, 2019
$
194
194
-
-
351
 
December 31, 2019
166
166
-
-
28
Equity Method Investments
 
March 31, 2019
171
171
-
-
60
 
May 31, 2019
30
-
30
-
95
Year
 
ended December 31, 2018
Net PP&E (held for sale)
 
March 31, 2018
$
250
-
-
250
44
 
September 30, 2018
201
201
-
-
43
Net PP&E (held for sale)
Net PP&E held for sale was written down to fair
 
value, less costs to sell.
 
The fair value of each asset was
 
determined by its negotiated selling price (Level
 
1) or information gathered during marketing
 
efforts (Level 3).
 
For additional information see Note 5—Asset
 
Acquisitions and Dispositions.
 
 
Equity Method Investments
During 2019, certain equity method investments
 
were determined to have fair values below their
 
carrying
amounts, and the impairments were considered to
 
be other than temporary under the guidance of
 
FASB ASC
Topic 323.
 
During 2019, investments using Level 1 inputs
 
were written down to fair value, less costs to
 
sell,
determined by negotiated selling prices.
 
For additional information, see Note 5—Asset
 
Acquisitions and
Dispositions.
 
During 2019, an investment using Level 2 inputs
 
was determined to have a fair value below its
carrying value, and was written down to fair value.
 
For additional information, see Note 3—Variable Interest
Entities.
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 shares: See Note 7—Investment
 
in Cenovus Energy for a discussion of
the carrying value and fair value of our investment
 
in Cenovus Energy 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 is
measured using pricing provided by brokers or
 
pricing service companies that are corroborated
 
with
market data.
 
See Note 14—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 6—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
2019
2018
2019
2018
Financial assets
Investment in Cenovus Energy
$
2,111
1,462
2,111
1,462
Commodity derivatives
125
170
125
170
Investments in debt securities
241
-
241
-
Total loans and advances—related parties
339
468
339
468
Financial liabilities
Total debt, excluding finance leases
14,175
14,191
18,108
16,147
Commodity derivatives
106
110
106
110
Commodity Derivatives
At December 31, 2019, commodity derivative
 
assets and liabilities are presented net with $
4
 
million in
obligations to return cash collateral and $
12
 
million of rights to reclaim cash collateral,
 
respectively.
 
At
December 31, 2018, commodity derivative assets
 
and liabilities are presented net with
no
 
obligations to return
cash collateral and $
10
 
million of rights to reclaim cash collateral,
 
respectively.
XML 60 R20.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Debt
12 Months Ended
Dec. 31, 2019
Debt [Abstract]  
Debt
Note 11—Debt
Long-term debt at December 31 was:
Millions of Dollars
2019
2018
9.125% Debentures due 2021
$
123
123
8.20% Debentures due 2025
134
134
8.125% Notes due 2030
390
390
7.9% Debentures due 2047
60
60
7.8% Debentures due 2027
203
203
7.65% Debentures due 2023
78
78
7.40% Notes due 2031
500
500
7.375% Debentures due 2029
92
92
7.25% Notes due 2031
500
500
7.20% Notes due 2031
575
575
7% Debentures due 2029
200
200
6.95% Notes due 2029
1,549
1,549
6.875% Debentures due 2026
67
67
6.50% Notes due 2039
2,750
2,750
5.951% Notes due 2037
645
645
5.95% Notes due 2036
500
500
5.95% Notes due 2046
500
500
5.90% Notes due 2032
505
505
5.90% Notes due 2038
600
600
4.95% Notes due 2026
1,250
1,250
4.30% Notes due 2044
750
750
4.15% Notes due 2034
246
246
3.35% Notes due 2024
426
426
3.35% Notes due 2025
199
199
2.4% Notes due 2022
329
329
Floating rate notes due 2022 at
2.81
% –
3.58
% during 2019 and
2.32
% –
3.52
% during 2018
500
500
Industrial Development Bonds due 2035 at
1.08
% –
2.45
% during 2019 and
0.95
% –
1.86
% during 2018
18
18
Marine Terminal Revenue Refunding Bonds due 2031 at
1.08
% –
2.45
% during
 
2019 and
0.88
% –
1.95
% during 2018
265
265
Other
17
17
Debt at face value
13,971
13,971
Finance leases
720
777
Net unamortized premiums, discounts and
 
debt issuance costs
204
220
Total debt
14,895
14,968
Short-term debt
(105)
(112)
Long-term debt
$
14,790
14,856
Maturities of long-term borrowings, inclusive
 
of net unamortized premiums and discounts,
 
in 2020 through
2024 are: $
105
 
million, $
235
 
million, $
940
 
million, $
198
 
million and $
548
 
million, respectively.
 
 
We have a revolving credit facility totaling $
6.0
 
billion with an expiration date of May 2023.
 
Our revolving
credit facility may be used for direct bank borrowings,
 
the issuance of letters of credit totaling
 
up to $
500
million, or as support for our commercial paper
 
program.
 
The revolving credit facility is broadly syndicated
among financial institutions and does not contain
 
any material adverse change provisions or any covenants
requiring maintenance of specified financial
 
ratios or credit ratings.
 
The facility agreement contains a cross-
default provision relating to the failure to pay principal
 
or interest on other debt obligations of $
200
 
million or
more by ConocoPhillips, or any of its consolidated
 
subsidiaries.
 
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.
 
We have a $
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 in programs in place at December
 
31, 2019 or December 31, 2018.
 
We had
no
 
direct outstanding
borrowings or letters of credit under the revolving
 
credit facility at December 31, 2019 or December
 
31, 2018.
 
Since we had
no
 
commercial paper outstanding and had issued
 
no letters of credit, we had access to
$
6.0
 
billion in borrowing capacity under our revolving
 
credit facility at December 31, 2019.
 
At both December 31, 2019 and 2018, we had
 
$
283
 
million of certain variable rate demand
 
bonds (VRDBs)
outstanding which mature
 
in 2035.
 
The VRDBs are redeemable at the option of the
 
bondholders on any
business day.
 
If they are ever redeemed, we intend to refinance
 
on a long-term basis, therefore, the VRDBs are
included in the “Long-term debt” line on our consolidated
 
balance sheet.
 
 
For additional information on Finance Leases,
 
see Note 17
Non-Mineral Leases.
 
XML 61 R133.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Income Taxes - Components of provision (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Federal      
Current $ 18 $ 4 $ 79
Deferred (113) 545 (3,046)
Foreign      
Current 2,545 3,273 1,729
Deferred (323) (166) (510)
State and local      
Current 148 108 51
Deferred (8) (96) (125)
Total provision (benefit) for income taxes $ 2,267 $ 3,668 $ (1,822)
XML 63 R137.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Income Taxes - U.S. and foreign income (loss) from continuing operations before income taxes, with a reconciliation of tax at the federal statutory rate with the provision for income taxes (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Income Taxes [Abstract]      
Income (loss) before taxes - United States $ 4,704 $ 2,867 $ (5,250)
Income Loss Before Income Taxes Foreign 4,820 7,106 2,635
Income (loss) before income taxes 9,524 9,973 (2,615)
Federal statutory income tax 2,000 2,095 (915)
Non-U.S. effective tax rates 1,399 1,766 625
Tax Legislation 0 (10) (852)
Canada disposition 0 0 (1,277)
U.K. disposition (732) (150) 0
Recovery of outside basis (77) (21) (962)
Adjustment to tax reserves, amount 9 (4) 881
Adjustment to valuation allowances (225) (26) 0
APLNG impairment 0 0 834
State income tax 123 135 (84)
Enhanded oil recovery credit (27) (99) (68)
Malaysia Deepwater TaxCredits Incentive (164) 0 0
Other (39) (18) (4)
Total provision (benefit) for income taxes $ 2,267 $ 3,668 $ (1,822)
Income (loss) before income taxes, United States, Percentage 49.40% 28.70% 200.80%
Income (loss) before income taxes, foreign, percentage 50.60% 71.30% (100.80%)
Income (Loss) Before Income Taxes In Percent 100.00% 100.00% 100.00%
Federal statutory rate percentage 21.00% 21.00% 35.00%
Tax legislation, percentage 0.00% (0.10%) 32.60%
Canada disposition, percentage 0.00% 0.00% 48.80%
U.K. disposition, percentage (7.70%) (1.50%) 0.00%
Recovery of outside basis, percentage (0.80%) (0.20%) 36.80%
Adjustment to valuation allowances (2.40%) (0.30%) 0.00%
APLNG Impairment, percentage 0.00% 0.00% (31.90%)
State income tax, percentage 1.30% 1.40% 3.20%
Enhanced oil recovery, percentage (0.30%) (1.00%) 2.60%
Other, percentage (0.40%) (0.20%) 0.20%
Adjustment to tax reserves, percentage 0.10% 0.00% (33.70%)
Effective Income Tax Rate, Continuing Operations, percetage 23.80% 36.80% 69.70%
Malaysia Deepwater Tax Credits Incentive, Percentage (1.70%) 0.00% 0.00%
Non US effective tax rates percentage 14.70% 17.70% (23.90%)
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Segment Disclosures - Textuals (Details Textual)
12 Months Ended
Dec. 31, 2019
Segment Disclosures and Related Information (Textual) [Abstract]  
Number of operating segments 6
XML 66 R153.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Segment Disclosures - Net Income (Loss), Investments, Total Assets (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Dec. 18, 2018
Net Income (Loss) Attributable to ConocoPhillips        
Net income (loss) attributable to ConocoPhillips $ 7,189 $ 6,257 $ (855)  
Investments In and Advances To Affiliates        
Investments in and advances to affiliates 8,453 9,340 9,590  
Total Assets        
Total assets 70,514 69,980 73,362  
Corporate, Non-Segment [Member]        
Net Income (Loss) Attributable to ConocoPhillips        
Net income (loss) attributable to ConocoPhillips 38 (1,667) (2,136)  
Investments In and Advances To Affiliates        
Investments in and advances to affiliates 0 0 0  
Total Assets        
Total assets 11,164 8,573 11,456  
Alaska Segment [Member] | Operating Segments [Member]        
Net Income (Loss) Attributable to ConocoPhillips        
Net income (loss) attributable to ConocoPhillips 1,466 1,814 1,520  
Investments In and Advances To Affiliates        
Investments in and advances to affiliates 83   56 $ 86
Total Assets        
Total assets 15,453   12,108 14,648
Lower 48 Segment [Member] | Operating Segments [Member]        
Net Income (Loss) Attributable to ConocoPhillips        
Net income (loss) attributable to ConocoPhillips (2,371) 1,747 436  
Investments In and Advances To Affiliates        
Investments in and advances to affiliates 35   402 378
Total Assets        
Total assets 14,425   14,632 14,888
Canada Segment [Member] | Operating Segments [Member]        
Net Income (Loss) Attributable to ConocoPhillips        
Net income (loss) attributable to ConocoPhillips 2,564 63 279  
Investments In and Advances To Affiliates        
Investments in and advances to affiliates 0   0 0
Total Assets        
Total assets 6,350   6,214 5,748
Europe and North Africa Segment [Member] | Operating Segments [Member]        
Net Income (Loss) Attributable to ConocoPhillips        
Net income (loss) attributable to ConocoPhillips 553 1,866 2,724  
Investments In and Advances To Affiliates        
Investments in and advances to affiliates 54   55 55
Total Assets        
Total assets 8,121   11,870 9,883
Asia Pacific and Middle East Segment [Member] | Operating Segments [Member]        
Net Income (Loss) Attributable to ConocoPhillips        
Net income (loss) attributable to ConocoPhillips (1,098) 2,070 1,929  
Investments In and Advances To Affiliates        
Investments in and advances to affiliates 8,281   9,077 8,821
Total Assets        
Total assets 14,716   16,985 16,151
Other International Segment [Member] | Operating Segments [Member]        
Net Income (Loss) Attributable to ConocoPhillips        
Net income (loss) attributable to ConocoPhillips 167 $ 364 263  
Investments In and Advances To Affiliates        
Investments in and advances to affiliates 0   0 0
Total Assets        
Total assets $ 285   $ 97 $ 89
XML 67 R67.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Investments, Loans and LT Receivables Components (Details) - USD ($)
$ in Millions
Dec. 31, 2019
Dec. 31, 2018
Summary of Investment Holdings [Line Items]    
Equity investments $ 8,234 $ 9,005
Loans and advances-related parties 219 335
Long-term receivables 243 238
Other investments 77 86
Total 8,906 9,664
Other Long-term Investments [Member]    
Summary of Investment Holdings [Line Items]    
Investments in long-term debt securities $ 133 $ 0
XML 68 R97.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Fair Value Measurement - FV of Commodity Derivatives (Details) - USD ($)
$ in Millions
Dec. 31, 2019
Dec. 31, 2018
Offsetting Derivative Assets [Abstract]    
Assets - gross amounts recognized $ 322 $ 450
Assets - amounts without right of setoff 3 9
Assets - gross amounts 319 441
Assets - gross amounts offset 193 280
Assets - net amounts presented 126 161
Assets - cash collateral 4 0
Assets - net amounts 122 161
Offsetting Derivative Liabilities [Abstract]    
Liabilities - gross amounts recognized 311 400
Liabilities - amounts without right of setoff 4 4
Liabilities - gross amounts recognized 307 396
Liabilities - gross amounts offset 193 280
Liabilities - net amounts presented 114 116
Liabilities - cash collateral 12 10
Commodity derivatives, liability $ 102 $ 106
XML 69 R93.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Derivative and Financial Instruments - Financial Instruments Fair Value (Details)
$ in Millions
Dec. 31, 2019
USD ($)
Schedule of Available-for-sale Securities [Line Items]  
Cash and Cash Equivalents, carried at fair value $ 9
Short Term Investments At Fair Value 99
Investments and Long Term Receivable Carried At Fair Value 133
Corporate Debt [Member] | Remaining maturities within one year [Member]  
Schedule of Available-for-sale Securities [Line Items]  
Cash and Cash Equivalents, carried at fair value 1
Short Term Investments At Fair Value 59
Investments and Long Term Receivable Carried At Fair Value 0
Corporate Debt [Member] | Remaining Maturities Greater Than One Year [Member]  
Schedule of Available-for-sale Securities [Line Items]  
Cash and Cash Equivalents, carried at fair value 0
Short Term Investments At Fair Value 0
Investments and Long Term Receivable Carried At Fair Value 99
Commercial Paper [Member] | Remaining maturities within one year [Member]  
Schedule of Available-for-sale Securities [Line Items]  
Cash and Cash Equivalents, carried at fair value 8
Short Term Investments At Fair Value 30
Investments and Long Term Receivable Carried At Fair Value 0
US Government Debt Securities [Member] | Remaining maturities within one year [Member]  
Schedule of Available-for-sale Securities [Line Items]  
Cash and Cash Equivalents, carried at fair value 0
Short Term Investments At Fair Value 10
Investments and Long Term Receivable Carried At Fair Value 0
US Government Debt Securities [Member] | Remaining Maturities Greater Than One Year [Member]  
Schedule of Available-for-sale Securities [Line Items]  
Cash and Cash Equivalents, carried at fair value 0
Short Term Investments At Fair Value 0
Investments and Long Term Receivable Carried At Fair Value 15
Asset-backed Securities [Member] | Remaining Maturities Greater Than One Year [Member]  
Schedule of Available-for-sale Securities [Line Items]  
Cash and Cash Equivalents, carried at fair value 0
Short Term Investments At Fair Value 0
Investments and Long Term Receivable Carried At Fair Value $ 19
XML 70 R63.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Inventories (Details) - USD ($)
$ in Millions
Dec. 31, 2019
Dec. 31, 2018
Inventory, Net [Abstract]    
Crude oil and natural gas $ 472 $ 432
Materials and supplies 554 575
Inventory Net $ 1,026 $ 1,007
XML 71 R48.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Equity (Tables)
12 Months Ended
Dec. 31, 2019
Equity [Abstract]  
Changes in shares of common stock
Note 16—Equity
Common Stock
The changes in our shares of common stock, as categorized
 
in the equity section of the balance sheet,
 
were:
Shares
2019
2018
2017
Issued
Beginning of year
1,791,637,434
1,785,419,175
1,782,079,107
Distributed under benefit plans
4,014,769
6,218,259
3,340,068
End of year
1,795,652,203
1,791,637,434
1,785,419,175
Held in Treasury
Beginning of year
653,288,213
608,312,034
544,809,771
Repurchase of common stock
57,495,601
44,976,179
63,502,263
End of year
710,783,814
653,288,213
608,312,034
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XML 74 R44.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Asset Retirement Obligations and Accrued Environmental Costs (Tables)
12 Months Ended
Dec. 31, 2019
Asset Retirement Obligation Disclosure [Abstract]  
Asset retirement obligations and accrued environmental costs
Note 10—Asset Retirement Obligations and Accrued
 
Environmental Costs
 
Asset retirement obligations and accrued environmental
 
costs at December 31 were:
Millions of Dollars
2019
2018
Asset retirement obligations
$
6,206
7,908
Accrued environmental costs
171
178
Total asset retirement obligations and accrued environmental costs
6,377
8,086
Asset retirement obligations and accrued environmental
 
costs due within one year*
(1,025)
(398)
Long-term asset retirement obligations and accrued
 
environmental costs
$
5,352
7,688
Changes in overall asset retirement obligation changed
During 2019 and 2018, our overall ARO changed
 
as follows:
Millions of Dollars
2019
2018
Balance at January 1
$
7,908
7,798
Accretion of discount
322
348
New obligations
155
657
Changes in estimates of existing obligations
50
(266)
Spending on existing obligations
(229)
(228)
Property dispositions
(1,920)
(161)
Foreign currency translation
(80)
(240)
Balance at December 31
$
6,206
7,908
XML 75 R25.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Equity
12 Months Ended
Dec. 31, 2019
Equity [Abstract]  
Equity
Note 16—Equity
Common Stock
The changes in our shares of common stock, as categorized
 
in the equity section of the balance sheet,
 
were:
Shares
2019
2018
2017
Issued
Beginning of year
1,791,637,434
1,785,419,175
1,782,079,107
Distributed under benefit plans
4,014,769
6,218,259
3,340,068
End of year
1,795,652,203
1,791,637,434
1,785,419,175
Held in Treasury
Beginning of year
653,288,213
608,312,034
544,809,771
Repurchase of common stock
57,495,601
44,976,179
63,502,263
End of year
710,783,814
653,288,213
608,312,034
Preferred Stock
 
We have authorized
500
 
million shares of preferred stock, par value
 
$
0.01
 
per share,
none
 
of which was issued
or outstanding at December 31, 2019 or 2018.
 
Noncontrolling Interests
 
At December 31, 2019 and 2018, we had $
69
 
million and $
125
 
million outstanding, respectively, of equity in
less-than-wholly owned consolidated subsidiaries
 
held by noncontrolling interest owners.
 
For both periods,
the amounts were related to the Darwin LNG
 
and Bayu-Darwin Pipeline operating joint
 
ventures we control.
 
Repurchase of Common Stock
As of December 31, 2019, we had announced a total
 
authorization to repurchase $
15
 
billion of our common
stock.
 
Repurchase of shares began in November 2016,
 
and totaled
168,553,141
 
shares at a cost of $
9,625
million, through December 31, 2019.
 
In February 2020, we announced that the
 
Board of Directors approved
an increase to our repurchase authorization
 
from $15 billion to $
25
 
billion, to support our plan for future share
repurchases.
XML 76 R119.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Employee Benefit Plans - Plan Asset Narrative (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Pension Plans Defined Benefit [Member] | U.S.    
Defined Benefit Plan Disclosure [Line Items]    
Accumulated benefit obligation $ 2,161 $ 1,969
Defined Benefit Plan, Actual Return on Plan Assets 273 (112)
Insurance Contract Rights And Obligations Fair Value Option [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Fair Value Of Participating Interest In Annuity Contract 95 84
Insurance Contract Rights And Obligations Fair Value Option [Member] | Fair Value, Inputs, Level 3 [Member] | Pension Plans Defined Benefit [Member] | U.S.    
Defined Benefit Plan Disclosure [Line Items]    
Fair Value Of Participating Interest In Annuity Contract 95 84
Accumulated benefit obligation 140 144
Defined Benefit Plan, Actual Return on Plan Assets (4)  
Defined Benefit Plan, Benefit Obligation, Period Increase (Decrease) $ 7  
Defined Benefit Plan, Equity Securities [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Target allocations for plan assets 37.00%  
Defined Benefit Plan, Debt Security [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Target allocations for plan assets 56.00%  
Defined Benefit Plan, Debt Security [Member] | Insurance Contract Rights And Obligations Fair Value Option [Member] | Fair Value, Inputs, Level 3 [Member] | Pension Plans Defined Benefit [Member] | U.S.    
Defined Benefit Plan Disclosure [Line Items]    
Fair Value Of Participating Interest In Annuity Contract $ 235 $ 228
Defined Benefit Plan, Real Estate [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Target allocations for plan assets 6.00%  
Other Investments [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Target allocations for plan assets 1.00%  
XML 77 R21.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Guarantees
12 Months Ended
Dec. 31, 2019
Guarantees [Abstract]  
Guarantees
Note 12—Guarantees
 
At December 31, 2019, 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 December 31, 2019, 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 December
2019 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 December 31, 2019, the carrying value
 
of this guarantee is approximately $
14
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 $
780
million ($
1.4
billion in the event of intentional or reckless breach)
 
and would become payable if APLNG fails
 
to
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
26 years or the life of the venture
.
 
As of December 31, 2019, we were released from
 
certain of these
guarantees considered subordinated financial
 
support to APLNG.
 
Our remaining maximum potential
amount of future payments related to the remaining
 
guarantees is approximately $
60
 
million and
would become payable if APLNG does not perform.
 
Other Guarantees
 
We have other guarantees with maximum future potential payment amounts totaling
 
approximately
$
820
 
million, which consist primarily of
 
guarantees of the residual value of leased office buildings,
 
guarantees
of the residual value of leased corporate aircraft,
 
and a guarantee for our portion of a joint
 
venture’s project
finance reserve accounts.
 
These guarantees have remaining terms of up to
three 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.
 
 
In conjunction with the disposition of our two
 
U.K. subsidiaries to Chrysaor E&P Limited,
 
we will temporarily
continue to support various guarantees and letters
 
of credit which were provided for the benefit of entities
 
that
are now affiliates of Chrysaor E&P Limited.
 
Our maximum potential payment exposure under
 
these
obligations is approximately $
100
 
million.
 
Chrysaor E&P Limited has agreed to fully
 
indemnify
ConocoPhillips for any losses suffered by us related to
 
these obligations.
 
 
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, environmental liabilities, employee claims
 
and litigation.
 
The terms of these indemnifications vary
greatly.
 
The majority of these indemnifications are related
 
to environmental issues, the term is generally
indefinite and the maximum amount of future payments
 
is generally unlimited.
 
The carrying amount recorded
for these indemnifications at December 31, 2019,
 
was approximately $
80
 
million.
 
We amortize the
indemnification liability over the relevant time
 
period, if one exists, based on the facts and circumstances
surrounding each type of indemnity.
 
In cases where the indemnification term is
 
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 December 31, 2019,
 
were approximately $
30
 
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 13—Contingencies and Commitments.
 
XML 78 R29.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Accumulated Other Comprehensive Income
12 Months Ended
Dec. 31, 2019
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]  
Accumulated Other Comprehensive Income
Note 20—Accumulated Other Comprehensive Loss
Accumulated other comprehensive loss in the
 
equity section of the balance sheet included:
Millions of Dollars
Defined
Benefit Plans
Net
Unrealized
Loss on
Securities
Foreign
Currency
Translation
Accumulated
Other
Comprehensive
Loss
December 31, 2016
$
(547)
-
(5,646)
(6,193)
Other comprehensive income (loss)
147
(58)
586
675
December 31, 2017
(400)
(58)
(5,060)
(5,518)
Other comprehensive income (loss)
39
-
(642)
(603)
Cumulative effect of adopting ASU No. 2016-01*
-
58
-
58
December 31, 2018
(361)
-
(5,702)
(6,063)
Other comprehensive income
51
-
695
746
Cumulative effect of adopting ASU No. 2018-02**
(40)
-
-
(40)
December 31, 2019
$
(350)
-
(5,007)
(5,357)
 
*We adopted ASU No. 2016-01, "Recognition and Measurement of Financial Assets and Liabilities," beginning
 
January 1, 2018.
 
**See Note 2
Changes in Accounting Principles for additional information.
During 2019, we recognized $
483
 
million of foreign currency translation adjustments
 
related to the completion
of our sale of two ConocoPhillips U.K. subsidiaries.
 
For additional information related to this
 
disposition, see
Note 5—Asset Acquisitions and Dispositions.
There were no items within accumulated other comprehensive
 
loss related to noncontrolling interests.
The following table summarizes reclassifications
 
out of accumulated other comprehensive loss during
 
the years
ended December 31:
Millions of Dollars
2019
2018
Defined Benefit Plans
$
88
189
Above amounts are included in the computation of net periodic benefit cost
 
and
 
are presented net of tax expense of:
$
23
50
See Note 18—Employee Benefit Plans, for additional information.
XML 79 R115.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Employee Benefit Plans - Sources of Change in Other Comprehensive Income (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Sources of change in other comprehensive income (loss)      
Net actuarial gain (loss) arising during the period $ (55) $ (150) $ 19
Amortization of (gain) loss included in income 146 279 247
Net actuarial gain, Before-tax 91 129 266
Prior service (cost) credit arising during the period 0 (7) 2
Amortization of prior service cost (credit) included in net loss (35) (40) (38)
Net change during the period (35) (47) $ (36)
Other Postretirement Benefit Plans, Defined Benefit [Member]      
Sources of change in other comprehensive income (loss)      
Net actuarial gain (loss) arising during the period (27) 10  
Amortization of (gain) loss included in income (2) (1)  
Net actuarial gain, Before-tax (29) 9  
Prior service (cost) credit arising during the period 0 0  
Amortization of prior service cost (credit) included in net loss (33) (35)  
Net change during the period (33) (35)  
Defined Benefit Plan Amounts That Will Be Amortized From Accumulated Other Comprehensive Income Loss In Next Fiscal Year [Abstract]      
Unrecognized net actuarial loss (gain) 1    
Unrecognized prior service cost (credit) (31)    
Pension Plans Defined Benefit [Member] | U.S.      
Sources of change in other comprehensive income (loss)      
Net actuarial gain (loss) arising during the period (79) (177)  
Amortization of (gain) loss included in income 116 249  
Net actuarial gain, Before-tax 37 72  
Prior service (cost) credit arising during the period 0 0  
Amortization of prior service cost (credit) included in net loss 0 0  
Net change during the period 0 0  
Defined Benefit Plan Amounts That Will Be Amortized From Accumulated Other Comprehensive Income Loss In Next Fiscal Year [Abstract]      
Unrecognized net actuarial loss (gain) 50    
Unrecognized prior service cost (credit) 0    
Pension Plans Defined Benefit [Member] | Foreign Plan [Member]      
Sources of change in other comprehensive income (loss)      
Net actuarial gain (loss) arising during the period 51 17  
Amortization of (gain) loss included in income 32 31  
Net actuarial gain, Before-tax 83 48  
Prior service (cost) credit arising during the period 0 (7)  
Amortization of prior service cost (credit) included in net loss (2) (5)  
Net change during the period (2) $ (12)  
Defined Benefit Plan Amounts That Will Be Amortized From Accumulated Other Comprehensive Income Loss In Next Fiscal Year [Abstract]      
Unrecognized net actuarial loss (gain) 23    
Unrecognized prior service cost (credit) $ (2)    
XML 80 R111.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Non-Mineral Leases - End Notes (Details) - USD ($)
Dec. 31, 2019
Dec. 31, 2018
Property, Plant and Equipment, Net $ 42,269,000,000 $ 45,698,000,000
Co Venturer Member    
Short-term Lease Commitment, Amount 31,000,000  
Short Term Lease Commitment Lease Not Commenced 18,000,000  
Property plant equipment | Co Venturer Member    
Property, Plant and Equipment, Net 335,000,000  
Finance Lease, Liability, Current $ 56,000,000  
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] Debt, Current  
Finance Lease, Liability, Noncurrent $ 579,000,000  
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] Long-term Debt and Capital Lease Obligations  
XML 81 R132.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Employee Benefits Plans (Details Textual 1) - Share-based Compensation Plan
12 Months Ended
Dec. 31, 2019
Employee Stock Option [Member]  
Employee Benefit Plans Additional (Textual) [Abstract]  
Stock Options Terms of Award Stock options granted under the provisions of the Plan and prior plans permit purchase of our common stock at exercise prices equivalent to the average fair market value of ConocoPhillips common stock on the date the options were granted. The options have terms of 10 years and generally vest ratably, with one-third of the options awarded vesting and becoming exercisable on each anniversary date following the date of grant. Options awarded to certain employees already eligible for retirement vest within six months of the grant date, but those options do not become exercisable until the end of the normal vesting period. Beginning in 2018, stock option grants were discontinued and replaced with three-year, time-vested restricted stock units which generally will be cash-settled.
Restricted Stock Units (RSUs) [Member]  
Employee Benefit Plans Additional (Textual) [Abstract]  
Stock Options Terms of Award Generally, restricted stock units are granted annually under the provisions of the Plan and vest in an aggregate installment on the third anniversary of the grant date. In addition, restricted stock units granted under the Plan for a variable long-term incentive program vest ratably in three equal annual installments beginning on the first anniversary of the grant date. Restricted stock units are also granted ad hoc to attract or retain key personnel, and the terms and conditions under which these restricted stock units vest vary by award
RSU Stock Settled [Member]  
Employee Benefit Plans Additional (Textual) [Abstract]  
Stock Options Terms of Award Upon vesting, these restricted stock units are settled by issuing one share of ConocoPhillips common stock per unit. Units awarded to retirement eligible employees vest six months from the grant date; however, those units are not issued as common stock until the earlier of separation from the company or the end of the regularly scheduled vesting period. Until issued as stock, most recipients of the restricted stock units receive a quarterly cash payment of a dividend equivalent that is charged to retained earnings. The grant date fair market value of these restricted stock units is deemed equal to the average ConocoPhillips stock price on the grant date. The grant date fair market value of units that do not receive a dividend equivalent while unvested is deemed equal to the average ConocoPhillips stock price on the grant date, less the net present value of the dividends that will not be received
RSU Cash Settled [Member]  
Employee Benefit Plans Additional (Textual) [Abstract]  
Stock Options Terms of Award Beginning in 2018, cash-settled executive restricted stock units replaced the stock option program. These restricted stock units, subject to elections to defer, will be settled in cash equal to the fair market value of a share of ConocoPhillips common stock per unit on the settlement date and are classified as liabilities on the balance sheet. Units awarded to retirement eligible employees vest six months from the grant date; however, those units are not settled until the earlier of separation from the company or the end of the regularly scheduled vesting period. Compensation expense is initially measured using the average fair market value of ConocoPhillips common stock and is subsequently adjusted, based on changes in the ConocoPhillips stock price through the end of each subsequent reporting period, through the settlement date. Recipients receive an accrued reinvested dividend equivalent that is charged to compensation expense. The accrued reinvested dividend is paid at the time of settlement, subject to the terms and conditions of the award.
PSU Stock Settled [Member]  
Employee Benefit Plans Additional (Textual) [Abstract]  
Stock Options Terms of Award For performance periods beginning before 2009, PSUs do not vest until the employee becomes eligible for retirement by reaching age 55 with five years of service, and restrictions do not lapse until the employee separates from the company. With respect to awards for performance periods beginning in 2009 through 2012, PSUs do not vest until the earlier of the date the employee becomes eligible for retirement by reaching age 55 with five years of service or five years after the grant date of the award, and restrictions do not lapse until the earlier of the employee’s separation from the company or five years after the grant date (although recipients can elect to defer the lapsing of restrictions until separation). We recognize compensation expense for these awards beginning on the grant date and ending on the date the PSUs are scheduled to vest. Since these awards are authorized three years prior to the grant date, for employees eligible for retirement by or shortly after the grant date, we recognize compensation expense over the period beginning on the date of authorization and ending on the date of grant. Until issued as stock, recipients of the PSUs receive a quarterly cash payment of a dividend equivalent that is charged to retained earnings. Beginning in 2013, PSUs authorized for future grants will vest, absent employee election to defer, upon settlement following the conclusion of the three-year performance period. We recognize compensation expense over the period beginning on the date of authorization and ending on the conclusion of the performance period. PSUs are settled by issuing one share of ConocoPhillips common stock per unit.
PSU Cash Settled [Member]  
Employee Benefit Plans Additional (Textual) [Abstract]  
Stock Options Terms of Award Beginning in February 2014, initial target PSU awards are issued near the beginning of new performance periods. These initial target PSU awards will terminate at the end of the performance periods and will be settled after the performance periods have ended. Also in 2014, initial target PSU awards were issued for open performance periods that began in prior years. For the open performance period beginning in 2012, the initial target PSU awards terminated at the end of the three-year performance period and were replaced with approved PSU awards. For the open performance period beginning in 2013, the initial target PSU awards terminated at the end of the three-year performance period and were settled after the performance period ended.
XML 82 R136.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Reconciliation of the beginning and ending unrecognized tax benefits      
Unrecognized Tax Benefits, Balance at January 1 $ 1,081 $ 882 $ 381
Additions based on tax positions related to the current year 9 268 612
Additions for tax positions of prior years 120 43 109
Reductions for tax positions of prior years (22) (73) (129)
Settlements (9) (35) (5)
Lapse of statute (2) (4) (86)
Unrecognized Tax Benefits, Balance at December 31 $ 1,177 $ 1,081 $ 882
XML 83 R100.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Fair Value Measurement - Textuals (Details) - USD ($)
Dec. 31, 2019
Dec. 31, 2018
Derivative and Financial Instruments [Abstract]    
Obligations to return cash collateral $ 4,000,000 $ 0
Rights to reclaim cash collateral $ 12,000,000 $ 10,000,000
XML 84 R38.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Accounting Policies (Policies)
12 Months Ended
Dec. 31, 2019
Accounting Policies [Abstract]  
Consolidation Principles and Investments
Consolidation Principles and Investments
—Our consolidated financial statements
 
include the accounts
of majority-owned, controlled subsidiaries
 
and variable interest entities where we are the primary
beneficiary.
 
The equity method is used to account for
 
investments in affiliates in which we have the
ability to exert significant influence over the affiliates’
 
operating and financial policies.
 
When we do not
have the ability to exert significant influence,
 
the investment is measured at fair value
 
except when the
investment does not have a readily determinable
 
fair value.
 
For those exceptions, it will be measured at
cost minus impairment, plus or minus observable
 
price changes in orderly transactions for an identical
 
or
similar investment of the same issuer.
 
Undivided interests in oil and gas joint ventures,
 
pipelines, natural
gas plants and terminals are consolidated on a proportionate
 
basis.
 
Other securities and investments are
generally carried at cost.
We manage our operations through six operating segments, defined by geographic
 
region: Alaska, Lower
48, Canada, Europe and North Africa, Asia Pacific
 
and Middle East, and Other International.
 
For
additional information, see Note 25—Segment
 
Disclosures and Related Information.
 
Foreign Currency Translation
Foreign Currency Translation
—Adjustments resulting from the process of translating
 
foreign
functional currency financial statements into
 
U.S. dollars are included in accumulated other
comprehensive loss in common stockholders’ equity.
 
Foreign currency transaction gains and losses
 
are
included in current earnings.
 
Some of our foreign operations use their local currency
 
as the functional
currency.
Use of Estimates
Use of Estimates
—The preparation of financial statements
 
in conformity with accounting principles
generally accepted in the U.S. requires management
 
to make estimates and assumptions that
 
affect the
reported amounts of assets, liabilities,
 
revenues and expenses, and the disclosures of contingent
 
assets and
liabilities.
 
Actual results could differ from these estimates.
Revenue Recognition
Revenue Recognition
—Revenues associated with the sales of crude
 
oil, bitumen, natural gas, LNG,
NGLs and other items are recognized at the point
 
in time when the customer obtains control
 
of the asset.
 
In evaluating when a customer has control of the
 
asset, we primarily consider whether the
 
transfer of legal
title and physical delivery has occurred, whether
 
the customer has significant risks and rewards
 
of
ownership, and whether the customer has accepted
 
delivery and a right to payment exists.
 
These products
are typically sold at prevailing market prices.
 
We allocate variable market-based consideration to
deliveries (performance obligations) in the
 
current period as that consideration relates
 
specifically to our
efforts to transfer control of current period deliveries to the
 
customer and represents the amount we
expect to be entitled to in exchange for the related
 
products.
 
Payment is typically due within 30 days or
less.
 
Revenues associated with transactions commonly
 
called buy/sell contracts, in which the
 
purchase and sale
of inventory with the same counterparty are entered
 
into “in contemplation” of one another, are combined
and reported net (i.e., on the same income statement
 
line).
Typically,
 
our commodity sales contracts are less than
 
12 months in duration; however, in certain specific
cases may extend longer, which may be out to the end of
 
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.
Cash Equivalents
Cash Equivalents
—Cash equivalents are highly liquid, short-term
 
investments that are readily
convertible to known amounts of cash and have
 
original maturities of 90 days or less from
 
their date of
purchase.
 
They are carried at cost plus accrued interest,
 
which approximates fair value.
 
Investment, Policy
Short-Term Investments
—Short-term investments include investments
 
in bank time deposits and
marketable securities (commercial paper and government
 
obligations) which are carried at cost plus
accrued interest and have original maturities
 
of greater than 90 days but within one year or when
 
the
remaining maturities are within one year.
 
We also invest in financial instruments classified as available
for sale debt securities which are carried at fair
 
value. Those instruments are included in short-term
investments when they have remaining maturities
 
within one year as of the balance sheet date.
 
Long-Term Investments in Debt Securities
—Long-term investments in debt securities
 
includes
financial instruments classified as available for sale
 
debt securities with remaining maturities
 
greater than
one year as of the balance sheet date.
 
They are carried at fair value and presented
 
within the “Investments
and long-term receivables” line of our consolidated
 
balance sheet.
 
Inventories
Inventories
—We have several valuation methods for our various types of inventories
 
and consistently
use the following methods for each type of inventory.
 
The majority of our commodity-related inventories
are recorded at cost using the LIFO basis.
 
We measure these inventories at the lower-of-cost-or-market in
the aggregate.
 
Any necessary lower-of-cost-or-market write-downs at year
 
end are recorded as
permanent adjustments to the LIFO cost basis.
 
LIFO is used to better match current inventory
 
costs with
current revenues.
 
Costs include both direct and indirect expenditures
 
incurred in bringing an item or
product to its existing condition and location,
 
but not unusual/nonrecurring costs or research
 
and
development costs.
 
Materials, supplies and other miscellaneous inventories,
 
such as tubular goods and
well equipment, are valued using various methods,
 
including the weighted-average-cost
 
method, and the
FIFO method, consistent with industry practice.
Fair Value Measurements
Fair Value Measurements
—Assets and liabilities measured at fair value
 
and required to be categorized
within the fair value hierarchy are categorized into
 
one of three different levels depending on the
observability of the inputs employed in the measurement.
 
Level 1 inputs are quoted prices in active
markets for identical assets or liabilities.
 
Level 2 inputs are observable inputs other than
 
quoted prices
included within Level 1 for the asset or liability, either directly or indirectly
 
through market-corroborated
inputs.
 
Level 3 inputs are unobservable inputs for
 
the asset or liability reflecting significant
 
modifications
to observable related market data or our assumptions
 
about pricing by market participants.
Derivative Instruments
Derivative Instruments
—Derivative instruments are recorded on the balance
 
sheet at fair value.
 
If the
right of offset exists and certain other criteria are met,
 
derivative assets and liabilities with the same
counterparty are netted on the balance sheet and the
 
collateral payable or receivable is netted
 
against
derivative assets and derivative liabilities,
 
respectively.
Recognition and classification of the gain or loss
 
that results from recording and adjusting
 
a derivative to
fair value depends on the purpose for issuing or
 
holding the derivative.
 
Gains and losses from derivatives
not accounted for as hedges are recognized immediately
 
in earnings.
Oil and Gas Exploration and Development
Oil and Gas Exploration and Development
—Oil and gas exploration and development
 
costs are
accounted for using the successful efforts method of
 
accounting.
Property Acquisition Costs
—Oil and gas leasehold acquisition costs are
 
capitalized and included in
the balance sheet caption PP&E.
 
Leasehold impairment is recognized based
 
on exploratory
experience and management’s judgment.
 
Upon achievement of all conditions necessary for
 
reserves
to be classified as proved, the associated leasehold
 
costs are reclassified to proved properties.
Exploratory Costs
—Geological and geophysical costs and the
 
costs of carrying and retaining
undeveloped properties are expensed as incurred.
 
Exploratory well costs are capitalized, or
“suspended,” on the balance sheet pending further
 
evaluation of whether economically recoverable
reserves have been found.
 
If economically recoverable reserves are not found,
 
exploratory well costs
are expensed as dry holes.
 
If exploratory wells encounter potentially
 
economic quantities of oil and
gas, the well costs remain capitalized on the balance
 
sheet as long as sufficient progress assessing the
reserves and the economic and operating viability
 
of the project is being made.
 
For complex
exploratory discoveries, it is not unusual to
 
have exploratory wells remain suspended
 
on the balance
sheet for several years while we perform additional
 
appraisal drilling and seismic work on the
potential oil and gas field or while we seek government
 
or co-venturer approval of development plans
or seek environmental permitting.
 
Once all required approvals and permits have been
 
obtained, the
projects are moved into the development phase,
 
and the oil and gas resources are designated
 
as proved
reserves.
Management reviews suspended well balances quarterly, continuously monitors
 
the results of the
additional appraisal drilling and seismic work,
 
and expenses the suspended well costs
 
as dry holes
when it judges the potential field does not
 
warrant further investment in the near term.
 
See Note 8—
Suspended Wells and Other Exploration Expenses, for additional information
 
on suspended wells.
Development Costs
—Costs incurred to drill and equip development
 
wells, including unsuccessful
development wells, are capitalized.
Depletion and Amortization
—Leasehold costs of producing properties
 
are depleted using the unit-
of-production method based on estimated proved
 
oil and gas reserves.
 
Amortization of intangible
development costs is based on the unit-of-production
 
method using estimated proved developed
 
oil
and gas reserves.
Capitalized Interest
Capitalized Interest
—Interest from external borrowings is
 
capitalized on major projects with an
expected construction period of one year or longer.
 
Capitalized interest is added to the cost of
 
the
underlying asset and is amortized over the useful
 
lives of the assets in the same manner
 
as the underlying
assets.
Depreciation and Amortization
Depreciation and Amortization
—Depreciation and amortization of PP&E
 
on producing hydrocarbon
properties and certain pipeline and LNG assets
 
(those which are expected to have a declining
 
utilization
pattern), are determined by the unit-of-production method.
 
Depreciation and amortization of all other
PP&E are determined by either the individual-unit-straight-line
 
method or the group-straight-line method
(for those individual units that are highly integrated
 
with other units).
Impairment of Properties, Plants and Equipment
Impairment of Properties, Plants and Equipment
—PP&E used in operations are assessed for
impairment whenever changes in facts and circumstances
 
indicate a possible significant deterioration
 
in
the future cash flows expected to be generated
 
by an asset group and annually in the fourth
 
quarter
following updates to corporate planning assumptions.
 
If there is an indication the carrying amount of
 
an
asset may not be recovered, the asset is monitored
 
by management through an established
 
process where
changes to significant assumptions such as prices,
 
volumes and future development plans are reviewed.
 
If, upon review, the sum of the undiscounted before-tax cash flows is less
 
than the carrying value of the
asset group, the carrying value is written down to
 
estimated fair value through additional
 
amortization or
depreciation provisions and reported as impairments
 
in the periods in which the determination
 
of the
impairment is made.
 
Individual assets are grouped for impairment
 
purposes at the lowest level for which
there are identifiable cash flows that are largely independent
 
of the cash flows of other groups of assets—
generally on a field-by-field basis for E&P assets.
 
Because there usually is a lack of quoted
 
market prices
for long-lived assets, the fair value of impaired assets
 
is typically determined based on the present values
of expected future cash flows using discount rates
 
believed to be consistent with those used by
 
principal
market participants or based on a multiple of operating
 
cash flow validated with historical
 
market
transactions of similar assets where possible.
 
Long-lived assets committed by management for
 
disposal
within one year are accounted for at the lower
 
of amortized cost or fair value, less cost
 
to sell, with fair
value determined using a binding negotiated price,
 
if available, or present value of expected future cash
flows as previously described.
The expected future cash flows used for impairment
 
reviews and related fair value calculations are
 
based
on estimated future production volumes, prices
 
and costs, considering all available evidence at the date
 
of
review.
 
The impairment review includes cash flows from
 
proved developed and undeveloped reserves,
including any development expenditures necessary
 
to achieve that production.
 
Additionally, when
probable and possible reserves exist, an appropriate
 
risk-adjusted amount of these reserves may be
included in the impairment calculation.
Impairment of Investments in Nonconsolidated Entities
Impairment of Investments in Nonconsolidated
 
Entities
—Investments in nonconsolidated entities
 
are
assessed for impairment whenever changes in
 
the facts and circumstances indicate a loss
 
in value has
occurred and annually following updates to corporate
 
planning assumptions.
 
When such a condition is
judgmentally determined to be other than temporary, the carrying value of the
 
investment is written down
to fair value.
 
The fair value of the impaired investment is
 
based on quoted market prices, if available,
 
or
upon the present value of expected future cash
 
flows using discount rates believed to be consistent
 
with
those used by principal market participants,
 
plus market analysis of comparable assets
 
owned by the
investee, if appropriate.
Maintenance and Repairs
Maintenance and Repairs
—Costs of maintenance and repairs, which are
 
not significant improvements,
are expensed when incurred.
Property Dispositions
Property Dispositions
—When complete units of depreciable property
 
are sold, the asset cost and related
accumulated depreciation are eliminated,
 
with any gain or loss reflected in the “Gain on dispositions”
 
line
of our consolidated income statement.
 
When less than complete units of depreciable property
 
are
disposed of or retired which do not significantly
 
alter the DD&A rate, the difference between asset
 
cost
and salvage value is charged or credited to accumulated
 
depreciation.
Asset Retirement Obligations and Environmental Costs
Asset Retirement Obligations and Environmental Costs
—The
 
fair value of legal obligations to retire
and remove long-lived assets are recorded in
 
the period in which the obligation is incurred
 
(typically
when the asset is installed at the production location).
 
When the liability is initially recorded,
 
we
capitalize this cost by increasing the carrying amount
 
of the related PP&E.
 
If, in subsequent periods, our
estimate of this liability changes, we will record an
 
adjustment to both the liability and
 
PP&E.
 
Over time
the liability is increased for the change in its present
 
value, and the capitalized cost in PP&E is
depreciated over the useful life of the related asset.
 
Reductions to estimated liabilities for assets that
 
are
no longer producing are recorded as a credit
 
to impairment, if the asset had been previously
 
impaired, or
as a credit to DD&A, if the asset had not been previously
 
impaired.
 
For additional information, see
Note 10—Asset Retirement Obligations and Accrued
 
Environmental Costs.
Environmental expenditures are expensed or capitalized,
 
depending upon their future economic benefit.
 
Expenditures relating to an existing condition
 
caused by past operations, and those having no future
economic benefit, are expensed.
 
Liabilities for environmental expenditures are
 
recorded on an
undiscounted basis (unless acquired in a purchase
 
business combination, which we record
 
on a discounted
basis) when environmental assessments or cleanups
 
are probable and the costs can be reasonably
estimated.
 
Recoveries of environmental remediation costs
 
from other parties are recorded as assets when
their receipt is probable and estimable.
Guarantees
Guarantees
—The fair value of a guarantee is determined
 
and recorded as a liability at the time the
guarantee is given.
 
The initial liability is subsequently reduced
 
as we are released from exposure under
the guarantee.
 
We amortize the guarantee liability over the relevant time period, if one exists, based on
the facts and circumstances surrounding each type
 
of guarantee.
 
In cases where the guarantee term is
indefinite, we reverse the liability when we have
 
information indicating the liability
 
is essentially relieved
or amortize it over an appropriate time
 
period as the fair value of our guarantee exposure
 
declines over
time.
 
We amortize the guarantee liability to the related income statement line item based
 
on the nature of
the guarantee.
 
When it becomes probable that we will have
 
to perform on a guarantee, we accrue a
separate liability if it is reasonably estimable,
 
based on the facts and circumstances at that
 
time.
 
We
reverse the fair value liability only when there
 
is no further exposure under the guarantee.
Stock-Based Compensation
Share-Based Compensation
—We recognize share-based compensation expense over the shorter of the
service period (i.e., the stated period of time required
 
to earn the award) or the period beginning at
 
the
start of the service period and ending when an
 
employee first becomes eligible for retirement.
 
We have
elected to recognize expense on a straight-line
 
basis over the service period for the entire
 
award, whether
the award was granted with ratable or cliff vesting.
Income Taxes
Income Taxes
—Deferred income taxes are computed using
 
the liability method and are provided on all
temporary differences between the financial reporting basis
 
and the tax basis of our assets and liabilities,
except for deferred taxes on income and temporary
 
differences related to the cumulative translation
adjustment considered to be permanently reinvested
 
in certain foreign subsidiaries and
 
foreign corporate
joint ventures.
 
Allowable tax credits are applied currently
 
as reductions of the provision for income
taxes.
 
Interest related to unrecognized tax benefits
 
is reflected in interest and debt expense, and
 
penalties
related to unrecognized tax benefits are reflected
 
in production and operating expenses.
Taxes Collected from Customers and Remitted to Governmental Authorities
Taxes Collected from Customers and Remitted to Governmental Authorities
—Sales and value-
added taxes are recorded net.
Net Income (Loss) Per Share of Common Stock
Net Income (Loss) Per Share of Common Stock
—Basic net income (loss) per share of common stock
is calculated based upon the daily weighted-average
 
number of common shares outstanding during
 
the
year.
 
Also, this
 
calculation includes fully vested stock and unit
 
awards that have not yet been issued as
common stock, along with an adjustment to
 
net income (loss) for dividend equivalents
 
paid on unvested
unit awards that are considered participating
 
securities.
 
Diluted net income per share of common stock
includes unvested stock, unit or option awards granted
 
under our compensation plans and vested but
unexercised stock options, but only to the extent these
 
instruments dilute net income per share, primarily
under the treasury-stock method.
 
Diluted net loss per share, which is calculated
 
the same as basic net loss
per share, does not assume conversion or exercise
 
of securities that would have an antidilutive
 
effect.
 
Treasury stock is excluded from the daily weighted-average number
 
of common shares outstanding in
both calculations.
 
The earnings per share impact of the participating
 
securities is immaterial.
Shipping and Handling Cost, Policy [Policy Text Block]
Shipping and Handling Costs
—We typically incur shipping and handling costs prior to control
transferring to the customer and account for these
 
activities as fulfillment costs.
 
Accordingly, we include
shipping and handling costs in production and operating
 
expenses for production activities.
 
Transportation costs related to marketing activities are recorded in
 
purchased commodities.
 
Freight costs
billed to customers are treated as a component of the
 
transaction price and recorded as a component
 
of
revenue when the customer obtains control.
Long-Duration Contracts Revenue Recognition, Policy [Policy Text Block]
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.
XML 85 R104.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Non-Mineral Leases - Balance Sheet (Details) - USD ($)
Dec. 31, 2019
Jan. 01, 2019
Dec. 31, 2018
Property Plant And Equipment Gross $ 97,746,000,000   $ 110,597,000,000
Accumulated depreciation, depletion and amortization 55,477,000,000   64,899,000,000
Property, Plant and Equipment, Net 42,269,000,000   45,698,000,000
Short-term debt 105,000,000   112,000,000
Long-term debt 14,790,000,000   14,856,000,000
Finance Lease, Liability Total 720,000,000    
Prepaid expenses and other current assets 2,259,000,000   575,000,000
Other assets (leases) 2,426,000,000   1,344,000,000
Other Liabilities, Current 2,045,000,000   1,259,000,000
Operating Lease, Liability 932,000,000    
Previously Reported [Member]      
Property Plant And Equipment Gross     1,044,000,000
Accumulated depreciation, depletion and amortization     550,000,000
Property, Plant and Equipment, Net     494,000,000
Short-term debt     79,000,000
Long-term debt     698,000,000
Finance Lease, Liability Total     $ 777,000,000
Accounting Standards Update 2016-02 [Member]      
Property Plant And Equipment Gross 1,039,000,000    
Accumulated depreciation, depletion and amortization 649,000,000    
Property, Plant and Equipment, Net 390,000,000    
Prepaid expenses and other current assets 40,000,000    
Other assets (leases) $ 896,000,000    
Accounting Standards Update 2016-02 [Member] | Restatement Adjustment [Member]      
Operating Lease, Right-of-Use Asset   $ 998,000,000  
Operating Lease, Liability, Current   $ 998,000,000  
XML 86 R30.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Cash Flow Information
12 Months Ended
Dec. 31, 2019
Cash Flow Information [Abstract]  
Cash Flow Information
Note 21—Cash Flow Information
Millions of Dollars
2019
2018
2017
Noncash Investing Activities
Increase (decrease) in PP&E related to an increase
 
(decrease) in asset
retirement obligations
$
205
395
(37)
Increase (decrease) in assets and liabilities
 
acquired in a nonmonetary
exchange*
Accounts receivable
-
(44)
-
Inventories
-
42
-
Investments and long-term receivables
-
15
-
PP&E
-
1,907
-
Other long-term assets
-
(9)
-
Accounts payable
-
7
-
Accrued income and other taxes
-
40
-
Cash Payments
Interest
$
810
772
1,163
Income taxes
2,905
2,976
1,168
Net Sales (Purchases) of Investments
Short-term investments purchased
$
(4,902)
(1,953)
(6,617)
Short-term investments sold
2,138
3,573
4,827
Investments and long-term receivables purchased
(146)
-
-
$
(2,910)
1,620
(1,790)
*See Note 5—Asset Acquisitions and Dispositions.
The following items are included in the “Cash
 
Flows from Operating Activities” section
 
of our consolidated
cash flows.
 
We collected $
330
 
million and $
430
 
million in 2019 and 2018, respectively, from PDVSA under a settlement
agreement related to an award issued by the ICC
 
Tribunal in 2018.
 
We collected $
262
 
million and $
75
 
million
from Ecuador in 2018 and 2017, respectively, as installment payments related
 
to an agreement reached with
Ecuador in 2017.
 
For more information on these settlements,
 
see Note 13—Contingencies and Commitments.
 
In 2019, we made a $
324
 
million contribution to our U.K. pension plan.
 
We made discretionary payments to
our domestic qualified pension plan of $
120
 
million and $
600
 
million in 2018 and 2017, respectively.
 
In 2017, we recognized a $
180
 
million adverse cash impact from the settlement
 
of cross-currency swap
transactions.
 
XML 87 R34.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Segment Disclosures and Related Information
12 Months Ended
Dec. 31, 2019
Segment Disclosures and Related Information [Abstract]  
Segment Disclosures and Related Information
Note 25—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, premiums on early retirement of debt,
 
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.
 
Segment accounting policies are the same as those
 
in Note 1—Accounting Policies.
 
Intersegment sales are at
prices that approximate market.
Analysis of Results by Operating Segment
Millions of Dollars
2019
2018
2017
Sales and Other Operating Revenues
Alaska
$
5,483
5,740
4,224
Lower 48
15,514
17,029
12,968
Intersegment eliminations
(46)
(40)
(4)
Lower 48
15,468
16,989
12,964
Canada
2,910
3,184
3,178
Intersegment eliminations
(1,141)
(1,160)
(559)
Canada
1,769
2,024
2,619
Europe and North Africa
5,101
6,635
5,181
Asia Pacific and Middle East
4,525
4,861
4,014
Other International
-
-
-
Corporate and Other
221
168
104
Consolidated sales and other operating revenues
$
32,567
36,417
29,106
Depreciation, Depletion, Amortization and Impairments
Alaska
$
805
760
1,026
Lower 48
3,224
2,370
6,693
Canada
232
324
461
Europe and North Africa
887
1,041
1,313
Asia Pacific and Middle East
1,285
1,382
3,819
Other International
-
-
-
Corporate and Other
62
106
134
Consolidated depreciation, depletion, amortization
 
and impairments
$
6,495
5,983
13,446
The market for our products is large and diverse, therefore,
 
our sales and other operating revenues are not
dependent upon any single customer.
Millions of Dollars
Income Taxes
Alaska
$
472
376
(689)
Lower 48
137
474
(2,453)
Canada
(43)
(96)
(616)
Europe and North Africa
1,435
2,265
1,165
Asia Pacific and Middle East
491
722
351
Other International
8
30
21
Corporate and Other
(233)
(103)
399
Consolidated income taxes
$
2,267
3,668
(1,822)
Net Income (Loss) Attributable to ConocoPhillips
Alaska
$
1,520
1,814
1,466
Lower 48
436
1,747
(2,371)
Canada
279
63
2,564
Europe and North Africa
2,724
1,866
553
Asia Pacific and Middle East
1,929
2,070
(1,098)
Other International
263
364
167
Corporate and Other
38
(1,667)
(2,136)
Consolidated net income (loss) attributable
 
to ConocoPhillips
$
7,189
6,257
(855)
Investments in and Advances to Affiliates
Alaska
$
83
86
56
Lower 48
35
378
402
Canada
-
-
-
Europe and North Africa
54
55
55
Asia Pacific and Middle East
8,281
8,821
9,077
Other International
-
-
-
Corporate and Other
-
-
-
Consolidated investments in and advances to affiliates
$
8,453
9,340
9,590
Millions of Dollars
Capital Expenditures and Investments
Alaska
$
1,513
1,298
815
Lower 48
3,394
3,184
2,136
Canada
368
477
202
Europe and North Africa
708
877
872
Asia Pacific and Middle East
584
718
482
Other International
8
6
21
Corporate and Other
61
190
63
Consolidated capital expenditures and investments
$
6,636
6,750
4,591
Interest Income and Expense
Interest income
Alaska
$
-
-
-
Lower 48
-
-
-
Canada
-
-
-
Europe and North Africa
2
2
2
Asia Pacific and Middle East
15
15
9
Other International
-
-
-
Corporate and Other
149
80
101
Interest and debt expense
Corporate and Other
$
778
735
1,098
Sales and Other Operating Revenues by
 
Product
Crude oil
$
18,482
19,571
13,260
Natural gas
8,715
10,720
10,773
Natural gas liquids
814
1,114
1,102
Other*
4,556
5,012
3,971
Consolidated sales and other operating revenues
 
by product
$
32,567
36,417
29,106
*Includes LNG and bitumen.
Geographic Information
Millions of Dollars
Sales and Other Operating Revenues
(1)
Long-Lived Assets
(2)
2019
2018
2017
2019
2018
2017
United States
(3)
$
21,159
22,740
17,204
26,566
26,838
23,623
Australia and Timor-Leste
(4)
1,647
1,798
1,448
7,228
9,301
9,657
Canada
1,769
2,024
2,619
5,769
5,333
5,613
China
772
836
712
1,447
1,380
1,275
Indonesia
875
886
757
605
669
758
Libya
1,103
1,142
586
668
679
699
Malaysia
1,230
1,346
1,103
1,871
2,327
2,736
Norway
2,349
2,886
2,348
5,258
5,582
6,154
United Kingdom
1,649
2,606
2,248
2
1,583
3,335
Other foreign countries
14
153
81
1,308
1,346
1,423
Worldwide consolidated
$
32,567
36,417
29,106
50,722
55,038
55,273
(1) Sales and other operating revenues are attributable
 
to countries based on the location of the selling operation.
(2) Defined as net PP&E plus equity investments
 
and advances to affiliated companies.
(3) Long-lived assets do not include $
426
 
million of net PP&E associated with assets held
 
for sale as of December 31,
2019.
 
See Note 5—Acquisitions and Dispositions, for additional
 
information.
(4) Long-lived assets do not include $
1,236
 
million of net PP&E associated with assets
 
held for sale as of December
31, 2019.
 
See Note 5—Acquisitions and Dispositions, for additional
 
information.
 
XML 88 R108.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Non-Mineral Leases - Maturities under 840 (Details) - USD ($)
$ in Millions
Dec. 31, 2019
Dec. 31, 2018
Future Operating Lease Payments Under 840 [Abstract]    
2019 $ 248  
2020 425  
2021 136  
2022 319  
2023 54  
Remaining Years 212  
Operating Leases, Future Minimum Payments Due, Total 1,394  
Less income from subleases (7)  
Net Minimum Operating Lease Payments 1,387  
Capital lease obligations Under 840 [Abstract]    
2019 118  
2020 116  
2021 100  
2022 98  
2023 87  
Remaining years 453  
Capital Leases, Future Minimum Payments Due, Total 972  
Less portion representing imputed interest (195)  
Finance Lease Obligations, Total $ 720 $ 777
XML 89 R127.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Employee Benefit Plans - Stock option activity (Details) - USD ($)
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Summary of Stock Options Activity      
Weighted-Average Exercise Price at the beginning of year $ 52.88    
Weighted-Average Exercise Price, exercised 36.28    
Weighted-Average Exercise Price at the end of year 54.11 $ 52.88  
Weighted-Average Exercise Price, Vested 54.14    
Weighted-Average Exercise Price, Exercisable $ 54.33    
Aggregate Intrinsic Value, outstanding at the beginning of the year $ 214,000,000    
Aggregate Intrinsic Value, exercised 39,000,000    
Aggregate Intrinsic Value, outstanding at the end of the year 206,000,000 $ 214,000,000  
Aggregate Intrinsic Value, vested 205,000,000    
Aggregate Intrinsic Value, exercisable $ 194,000,000    
Stock option, Outstanding at the beginning of year 19,379,677    
Stock option, exercised (1,339,480)    
Stock option, forfeited 0    
Stock option, expired or cancelled 0    
Stock options, Outstanding at the end of year 18,040,197 19,379,677  
Stock option, Vested 17,922,026    
Stock option, Exercisable at End of Year 17,172,815    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Aggregate Intrinsic Value, exercised $ 39,000,000    
Employee Stock Option [Member] | 2014 Omnibus Stock And Performance Incentive Plan Of ConocoPhillips [Member]      
Summary of Stock Options Activity      
Weighted-Average Grant-Date Fair Value, granted     $ 9.18
Aggregate Intrinsic Value, exercised   $ 94,000,000 $ 4,000,000
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Weighted-average remaining contractual term of outstanding options 4 years 5 months 4 days    
Weighted-average remaining contractual term of vested options 4 years 4 months 28 days    
Weighted-average remaining contractual term exercisable 4 years 3 months 14 days    
Weighted-Average Grant-Date Fair Value, granted     $ 9.18
Aggregate Intrinsic Value, exercised   $ 94,000,000 $ 4,000,000
Cash received from exercise of stock options $ 49,000,000    
Tax benefit from exercise of options 13,000,000    
Unrecognized compensation cost from stock options $ 0    
XML 90 R123.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Employee Benefit Plans - Benefit payments (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Benefit payments excluding the participating annuity contract and which reflect expected future service, as appropriate, are expected to be paid:      
Compensation cost $ 274 $ 265 $ 227
Tax benefit 71 $ 64 $ 76
Pension Plans Defined Benefit [Member] | U.S.      
Benefit payments excluding the participating annuity contract and which reflect expected future service, as appropriate, are expected to be paid:      
2020 447    
2021 270    
2022 250    
2023 217    
2024 220    
2025-2029 822    
Pension Plans Defined Benefit [Member] | Foreign Pension Plans, Defined Benefit [Member]      
Benefit payments excluding the participating annuity contract and which reflect expected future service, as appropriate, are expected to be paid:      
2020 150    
2021 156    
2022 158    
2023 163    
2024 170    
2025-2029 927    
Other Postretirement Benefit Plans, Defined Benefit [Member]      
Benefit payments excluding the participating annuity contract and which reflect expected future service, as appropriate, are expected to be paid:      
2020 32    
2021 29    
2022 27    
2023 24    
2024 22    
2025-2029 $ 64    
XML 91 R17.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Suspended Wells
12 Months Ended
Dec. 31, 2019
Suspended Wells [Abstract]  
Suspended Wells
Note 8—Suspended Wells and Other Exploration Expenses
The following table reflects the net changes in suspended
 
exploratory well costs during 2019, 2018 and 2017:
Millions of Dollars
2019
2018
2017
Beginning balance at January 1
$
856
853
1,063
Additions pending the determination of proved reserves
239
140
118
Reclassifications to proved properties
(11)
(37)
(66)
Sales of suspended wells
(54)
(93)
-
Charged to dry hole expense
(10)
(7)
(262)
Ending balance at December 31
 
$
1,020
*
856
853
The following table provides an aging of suspended
 
well balances at December 31:
Millions of Dollars
2019
2018
2017
Exploratory well costs capitalized for a period
 
of one year or less
$
206
145
67
Exploratory well costs capitalized for a period
 
greater than one year
814
711
786
Ending balance
$
1,020
*
856
853
Number of projects with exploratory well costs
 
capitalized for a
period greater than one year
23
24
23
The following table provides a further aging of
 
those exploratory well costs that have
 
been capitalized for more
than one year since the completion of drilling
 
as of December 31, 2019:
Millions of Dollars
Suspended Since
Total
2016–2018
2013–2015
2004–2012
Greater Poseidon—Australia
(2)(3)
177
-
157
20
NPRA—Alaska
(1)
149
111
38
-
Barossa/Caldita—Australia
(2)(3)
136
59
-
77
Surmont—Canada
(1)
118
6
55
57
Middle Magdalena Basin—Colombia
(1)
68
-
68
-
Narwhal Trend—Alaska
(1)
52
52
-
-
Kamunsu East—Malaysia
(2)
19
-
19
-
NC 98—Libya
(2)
15
-
11
4
WL4-00—Malaysia
(2)
17
17
-
-
Other of $10 million or less each
(1)(2)
63
20
26
17
Total
$
814
265
374
175
(1)Additional appraisal wells planned.
(2)Appraisal drilling complete; costs being incurred to assess development.
(3)Assets held for sale as of December 31, 2019.
Other Exploration Expenses
In February 2017, we reached a settlement
 
agreement on our contract for the Athena drilling
 
rig, initially
secured for our four-well commitment program
 
in Angola.
 
As a result of the cancellation, we recognized
 
a
before-tax charge of $
43
 
million net in the first quarter of 2017.
 
These charges are included in the
“Exploration expenses” line on our consolidated income
 
statement and in our Other International segment
 
in
2017.
 
In 2019, we recorded before-tax dry hole expenses
 
of $
111
 
million due to our decision to discontinue
exploration activities in the Central Louisiana Austin
 
Chalk trend.
 
These charges are included in our Lower 48
segment and in the “Exploration expenses” line
 
on our consolidated income statement.
 
See Note 9—
Impairments for additional information on our
 
decision to discontinue these exploration activities.
XML 92 R13.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Inventories
12 Months Ended
Dec. 31, 2019
Inventories [Abstract]  
Inventories
Note 4—Inventories
Inventories at December 31 were:
Millions of Dollars
2019
2018
Crude oil and natural gas
$
472
432
Materials and supplies
554
575
$
1,026
1,007
Inventories valued on the LIFO basis totaled
 
$
286
 
million and $
292
 
million at December 31, 2019 and 2018,
respectively.
 
The estimated excess of current replacement
 
cost over LIFO cost of inventories was
approximately $
155
 
million and $
75
 
million at December 31, 2019 and December
 
31, 2018, respectively.
 
XML 93 R72.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Suspended Wells Changes in Well Costs Narrative (Details) - USD ($)
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Dec. 31, 2016
Capitalized Exploratory Well Costs $ 1,020,000,000 $ 856,000,000 $ 853,000,000 $ 1,063,000,000
AUSTRALIA        
Capitalized Exploratory Well Costs $ 313,000,000      
XML 94 R82.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Debt Narratives (Details) - USD ($)
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Debt (Textual) [Abstract]      
Maturities of long-term borrowings in 2020 $ 105,000,000    
Maturities of long-term borrowings in 2021 235,000,000    
Maturities of long-term borrowings in 2022 940,000,000    
Maturities of long-term borrowings in 2023 198,000,000    
Maturities of long-term borrowings in 2024 548,000,000    
Short-term Debt [Line Items]      
Letters of Credit Outstanding, Amount 277,000,000    
Debt Instrument [Line Items]      
Debt Instrument, Face Amount 13,971,000,000 $ 13,971,000,000  
Repayment of Debt 80,000,000 4,995,000,000 $ 7,876,000,000
Revolving Credit Facility [Member]      
Short-term Debt [Line Items]      
Total amount under revolving credit facilities 6,000,000,000.0    
Commercial paper program $ 6,000,000,000.0    
Maturity period of commercial paper (in days) P90D    
Minimum limit of debt for cross default provision $ 200,000,000    
Letters of Credit Outstanding, Amount 0 0  
Commercial paper outstanding 0 0  
Line of Credit Facility, Remaining Borrowing Capacity 6,000,000,000.0    
Letter Of Credit [Member]      
Short-term Debt [Line Items]      
Letters of credit capacity 500,000,000    
Unsecured Debt (Debentures) [Member] | Due 2021 [Member] | 9.125% Debentures [Member]      
Debt Instrument [Line Items]      
Debt Instrument, Face Amount 123,000,000 123,000,000  
Unsecured Debt (Debentures) [Member] | Due 2022 [Member] | 2.4% Notes [Member]      
Debt Instrument [Line Items]      
Debt Instrument, Face Amount 329,000,000 329,000,000  
Unsecured Debt (Debentures) [Member] | Due 2023 [Member] | 7.65% Debentures [Member]      
Debt Instrument [Line Items]      
Debt Instrument, Face Amount 78,000,000 78,000,000  
Unsecured Debt (Debentures) [Member] | Due 2024 [Member] | 3.35% Notes [Member]      
Debt Instrument [Line Items]      
Debt Instrument, Face Amount 426,000,000 426,000,000  
Unsecured Debt (Debentures) [Member] | Due 2025 [Member] | 3.35% Notes [Member]      
Debt Instrument [Line Items]      
Debt Instrument, Face Amount 199,000,000 199,000,000  
Unsecured Debt (Debentures) [Member] | Due 2025 [Member] | 8.20% Debentures [Member]      
Debt Instrument [Line Items]      
Debt Instrument, Face Amount 134,000,000 134,000,000  
Unsecured Debt (Debentures) [Member] | Due 2027 [Member] | 7.8% Debentures [Member]      
Debt Instrument [Line Items]      
Debt Instrument, Face Amount 203,000,000 203,000,000  
Unsecured Debt (Debentures) [Member] | Due 2030 [Member] | 8.125% Notes [Member]      
Debt Instrument [Line Items]      
Debt Instrument, Face Amount 390,000,000 390,000,000  
Unsecured Debt (Debentures) [Member] | Due 2034 [Member] | 4.15% Notes [Member]      
Debt Instrument [Line Items]      
Debt Instrument, Face Amount 246,000,000 246,000,000  
Unsecured Debt (Debentures) [Member] | Due 2047 [Member] | 7.9% Debentures [Member]      
Debt Instrument [Line Items]      
Debt Instrument, Face Amount 60,000,000 60,000,000  
Floating Rate Notes [Member] | Due 2018 [Member] | Floating rate note due 2018 [Member]      
Debt Instrument [Line Items]      
Debt Instrument, Face Amount 500,000,000 500,000,000  
Variable rate debt bonds [Member]      
Debt Instrument [Line Items]      
Debt Instrument, Face Amount $ 283,000,000 $ 283,000,000  
XML 95 R86.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Derivative and Financial Instruments - Commodity GainLoss (Details) - Commodity Contract [Member] - USD ($)
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Sales and other operating revenues [Member]      
Derivative Instruments, Gain (Loss) [Line Items]      
Gains (losses) from commodity derivatives $ 141,000,000 $ 45,000,000 $ 77,000,000
Other Income [Member]      
Derivative Instruments, Gain (Loss) [Line Items]      
Gains (losses) from commodity derivatives 4,000,000 7,000,000 0
Purchased commodities [Member]      
Derivative Instruments, Gain (Loss) [Line Items]      
Gains (losses) from commodity derivatives $ (118,000,000) $ (41,000,000) $ (61,000,000)
XML 96 R76.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Impairments (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Impaired Assets to be Disposed of by Method Other than Sale [Line Items]      
Asset Impairment Charges $ 405 $ 27 $ 6,601
Alaska Segment [Member] | Operating Segments [Member]      
Impaired Assets to be Disposed of by Method Other than Sale [Line Items]      
Asset Impairment Charges 0 20 180
Lower 48 Segment [Member] | Operating Segments [Member]      
Impaired Assets to be Disposed of by Method Other than Sale [Line Items]      
Asset Impairment Charges 402 63 3,969
Canada Segment [Member] | Operating Segments [Member]      
Impaired Assets to be Disposed of by Method Other than Sale [Line Items]      
Asset Impairment Charges 2 9 22
Europe and North Africa Segment [Member] | Operating Segments [Member]      
Impaired Assets to be Disposed of by Method Other than Sale [Line Items]      
Asset Impairment Charges 1 (79) 46
Asia Pacific and Middle East Segment [Member] | Operating Segments [Member]      
Impaired Assets to be Disposed of by Method Other than Sale [Line Items]      
Asset Impairment Charges $ 0 $ 14 $ 2,384
XML 97 R142.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Cash Flow Information (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Cash Flow, Noncash Investing and Financing Activities Disclosure [Abstract]      
Increase in PP&E related to increase in asset retirement obligations $ 205 $ 395 $ (37)
Interest Paid, Net 810 772 1,163
Income Taxes Paid, Net 2,905 2,976 1,168
Payments for (Proceeds from) Short-term Investments [Abstract]      
Short-term investments purchased (4,902) (1,953) (6,617)
Short-term investments sold 2,138 3,573 4,827
Long-term investments purchased (146) 0 0
Net Sales (Purchases) of Investments 2,910 (1,620) 1,790
Nonmonetary Transactions [Abstract]      
Accounts receivable Acquired 0 (44) 0
Inventories Acquired 0 42 0
Investments Acquired 0 15 0
PPE Acquired 0 1,907 0
Other Long Term Assets Acquired 0 (9) 0
Accounts Payable 0 7 0
Accrued income and other taxes $ 0 $ 40 $ 0
XML 98 R146.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Related Party Transactions (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Related Party Transaction [Line Items]      
Operating revenues and other income $ 0 $ 0 $ 0
Affiliated Entity [Member]      
Related Party Transaction [Line Items]      
Operating revenues and other income 89 98 107
Purchases 38 98 99
Operating expenses and selling, general and administrative expenses 65 60 59
Net interest (income) expense * [1] $ (13) $ (14) $ (13)
[1] <div>*We paid interest to, or received interest from, various affiliates. See Note 6—Investments, Loans and Long-Term Receivables, for additional information on loans to affiliated companies.</div>
XML 99 R55.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Related Party Transactions (Tables)
12 Months Ended
Dec. 31, 2019
Related Party Transactions [Abstract]  
Significant transactions with related parties
Note 23—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
2019
2018
2017
Operating revenues and other income
$
89
98
107
Purchases
38
98
99
Operating expenses and selling, general and administrative
 
expenses
65
60
59
Net interest (income) expense*
(13)
(14)
(13)
*We paid interest to, or received interest from,
 
various affiliates.
 
See Note 6—Investments, Loans and Long-Term Receivables, for additional
 
information on loans to affiliated companies.
XML 100 R3.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Consolidated Statement of Comprehensive Income - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Consolidated Statement of Comprehensive Income      
Net income (loss) $ 7,257 $ 6,305 $ (793)
Defined benefit plans      
Prior service (cost) credit arising during the period 0 (7) 2
Amortization of prior service cost (credit) included in income (35) (40) (38)
Net change during the period (35) (47) (36)
Net actuarial gain (loss) arising during the period (55) (150) 19
Reclassification adjustment for amortization of prior service credit included in net income (loss) 146 279 247
Net change during the period 91 129 266
Nonsponsored plans [1] (3) (1) (2)
Income taxes on defined benefit plans (2) (42) (81)
Defined benefit plans, net of tax 51 39 147
Unrealized holding gain on securities, before and after tax 0 0 (58)
OCI Unrealized loss on securities, net of tax 0 0 (58)
Foreign currency translation adjustments 699 (645) 586
Income taxes on foreign currency translation adjustments (4) 3 0
Foreign currency translation adjustments, net of tax 695 (642) 586
Other comprehensive income (loss), net of tax 746 (603) 675
Comprehensive income (loss) 8,003 5,702 (118)
Less: comprehensive income attributable to noncontrolling interests (68) (48) (62)
Comprehensive Income (Loss) Attributable to ConocoPhillips $ 7,935 $ 5,654 $ (180)
[1] <div>Plans for which ConocoPhillips is not the primary obligor—primarily those administered by equity affiliates.</div>
XML 101 R7.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Consolidated Statement of Cash Flows (Parenthetical) - Restatement Adjustment [Member] - USD ($)
$ in Millions
Dec. 31, 2019
Dec. 31, 2018
Other Assets [Member]    
Restricted Cash $ 184 $ 236
Prepaid Expenses and Other Current Assets [Member]    
Restricted Cash $ 90  
XML 102 R51.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Income Taxes (Tables)
12 Months Ended
Dec. 31, 2019
Income Taxes [Abstract]  
Income taxes charged to income (loss)
Note 19—Income Taxes
Income taxes charged to net income (loss) were:
Millions of Dollars
2019
2018
2017
Income Taxes
Federal
Current
$
18
4
79
Deferred
(113)
545
(3,046)
Foreign
Current
2,545
3,273
1,729
Deferred
(323)
(166)
(510)
State and local
Current
148
108
51
Deferred
(8)
(96)
(125)
$
2,267
3,668
(1,822)
Components of deferred tax liabilities and assets
Deferred income taxes reflect the net tax effect of temporary
 
differences between the carrying amounts of
assets and liabilities for financial reporting purposes
 
and the amounts used for tax purposes.
 
Major components
of deferred tax liabilities and assets at December
 
31 were:
Millions of Dollars
2019
2018
Deferred Tax Liabilities
PP&E and intangibles
$
8,660
8,004
Inventory
35
60
Deferred state income tax
-
61
Other
234
156
Total deferred tax liabilities
8,929
8,281
Deferred Tax Assets
Benefit plan accruals
542
641
Asset retirement obligations and accrued environmental
 
costs
2,339
2,891
Investments in joint ventures
1,722
104
Other financial accruals and deferrals
777
330
Loss and credit carryforwards
8,968
2,378
Other
345
398
Total deferred tax assets
14,693
6,742
Less: valuation allowance
(10,214)
(3,040)
Net deferred tax assets
4,479
3,702
Net deferred tax liabilities
$
4,450
4,579
Components of loss and credit carryforwards and applicable valulation allowances
At December 31, 2019, the components of
 
our loss and credit carryforwards before and
 
after consideration of
the applicable valuation allowances were:
Millions of Dollars
Net Deferred
Expiration of
Gross Deferred
Tax Asset After
Net Deferred
Tax Asset
Valuation Allowance
Tax Asset
U.S. foreign tax credits
$
7,696
14
2028
U.S. general business credits
250
250
2036-2038
U.S. capital loss
202
32
2024
State net operating losses and tax credits
370
50
Various
Foreign net operating losses and tax credits
450
413
Post 2025
$
8,968
759
Reconciliation of the beginning and ending unrecognized tax benefits
The following table shows a reconciliation
 
of the beginning and ending unrecognized tax
 
benefits for 2019,
2018 and 2017:
Millions of Dollars
2019
2018
2017
Balance at January 1
$
1,081
882
381
Additions based on tax positions related to the current
 
year
9
268
612
Additions for tax positions of prior years
120
43
109
Reductions for tax positions of prior years
(22)
(73)
(129)
Settlements
(9)
(35)
(5)
Lapse of statute
(2)
(4)
(86)
Balance at December 31
$
1,177
1,081
882
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]
The amounts of U.S. and foreign income (loss)
 
before income taxes, with a reconciliation of tax
 
at the federal
statutory rate with the provision for income taxes,
 
were:
Millions of Dollars
Percent of Pre-Tax Income (Loss)
2019
2018
2017
2019
2018
2017
Income (loss) before income taxes
United States
$
4,704
2,867
(5,250)
49.4
%
28.7
200.8
Foreign
4,820
7,106
2,635
50.6
71.3
(100.8)
$
9,524
9,973
(2,615)
100.0
%
100.0
100.0
Federal statutory income tax
$
2,000
2,095
(915)
21.0
%
21.0
35.0
Non-U.S. effective tax rates
1,399
1,766
625
14.7
17.7
(23.9)
Tax Legislation
-
(10)
(852)
-
(0.1)
32.6
Canada disposition
-
-
(1,277)
-
-
48.8
U.K. disposition
(732)
(150)
-
(7.7)
(1.5)
-
Recovery of outside basis
(77)
(21)
(962)
(0.8)
(0.2)
36.8
Adjustment to tax reserves
9
(4)
881
0.1
-
(33.7)
Adjustment to valuation allowance
(225)
(26)
-
(2.4)
(0.3)
-
APLNG impairment
-
-
834
-
-
(31.9)
State income tax
123
135
(84)
1.3
1.4
3.2
Malaysia Deepwater Incentive
(164)
-
-
(1.7)
-
-
Enhanced oil recovery credit
(27)
(99)
(68)
(0.3)
(1.0)
2.6
Other
(39)
(18)
(4)
(0.4)
(0.2)
0.2
$
2,267
3,668
(1,822)
23.8
%
36.8
69.7
XML 103 R59.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Schedule II (Tables)
12 Months Ended
Dec. 31, 2019
Valuation and Qualifying Accounts [Abstract]  
Schedule Of Valuation And Qualifying Accounts Disclosure Table TextBlock
SCHEDULE II—VALUATION
 
AND QUALIFYING ACCOUNTS (Consolidated)
ConocoPhillips
Millions of Dollars
Balance at
Charged to
Balance at
Description
January 1
Expense
Other
(a)
Deductions
December 31
2019
Deducted from asset accounts:
Allowance for doubtful accounts and notes receivable
$
25
5
-
(17)
(b)
13
Deferred tax asset valuation allowance
3,040
7,376
(26)
(176)
10,214
Included in other liabilities:
Restructuring accruals
48
(1)
-
(24)
(c)
23
2018
Deducted from asset accounts:
Allowance for doubtful accounts and notes receivable
$
4
23
-
(2)
(b)
25
Deferred tax asset valuation allowance
1,254
2,067
(8)
(273)
3,040
Included in other liabilities:
Restructuring accruals
53
70
(2)
(73)
(c)
48
2017
Deducted from asset accounts:
Allowance for doubtful accounts and notes receivable
$
5
2
-
(3)
(b)
4
Deferred tax asset valuation allowance
675
560
19
-
1,254
Included in other liabilities:
Restructuring accruals
80
65
1
(93)
(c)
53
(a)Represents acquisitions/dispositions/revisions and the effect of translating foreign financial statements.
(b)Amounts charged off less recoveries of amounts previously charged off.
(c)Benefit payments.
See Note 19
Income Taxes, in the Notes to Consolidated Financial Statements, for additional information related to our deferred
tax asset valuation allowance.
XML 104 R161.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Supplementary Information - Condensed Consolidating Financial Information Balance Sheet (Details) - USD ($)
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Assets      
Cash and cash equivalents $ 5,088,000,000 $ 5,915,000,000  
Short-term investments 3,028,000,000 248,000,000  
Accounts and notes receivable 3,401,000,000 4,067,000,000  
Investment in Cenovus Energy 2,111,000,000 1,462,000,000  
Inventories 1,026,000,000 1,007,000,000  
Prepaid expenses and other current assets 2,259,000,000 575,000,000  
Total Current Assets 16,913,000,000 13,274,000,000  
Investments and long-term receivables 8,906,000,000 9,664,000,000  
Net properties, plants and equipment (net of accumulated depreciation, depletion and amortization of $55,477 million in 2019 and $64,899 million in 2018) 42,269,000,000 45,698,000,000  
Other assets 2,426,000,000 1,344,000,000  
Total Assets 70,514,000,000 69,980,000,000 $ 73,362,000,000
Liabilities and Stockholders Equity      
Accounts payable and related party accounts payable 3,200,000,000 3,895,000,000  
Short-term debt 105,000,000 112,000,000  
Accrued income and other taxes 1,030,000,000 1,320,000,000  
Employee benefit obligations 663,000,000 809,000,000  
Other accruals 2,045,000,000 1,259,000,000  
Total Current Liabilities 7,043,000,000 7,395,000,000  
Long-term debt 14,790,000,000 14,856,000,000  
Long-term asset retirement obligations and accrued environmental costs 5,352,000,000 7,688,000,000  
Long Term Deferred income taxes 4,634,000,000 5,021,000,000  
Employee benefit obligations 1,781,000,000 1,764,000,000  
Other liabilities and deferred credits 1,864,000,000 1,192,000,000  
Total Liabilities 35,464,000,000 37,916,000,000  
Retained earnings 39,742,000,000 34,010,000,000  
Other common stockholders' equity (4,761,000,000) (2,071,000,000)  
Noncontrolling interests 69,000,000 125,000,000  
Total Liabilities and Equity 70,514,000,000 69,980,000,000  
ConocoPhillips [Member]      
Assets      
Cash and cash equivalents 0 0  
Short-term investments 0 0  
Accounts and notes receivable 5,000,000 28,000,000  
Investment in Cenovus Energy 0 0  
Inventories 0 0  
Prepaid expenses and other current assets 1,000,000 1,000,000  
Total Current Assets 6,000,000 29,000,000  
Investments and long-term receivables 34,076,000,000 29,942,000,000  
Net properties, plants and equipment (net of accumulated depreciation, depletion and amortization of $55,477 million in 2019 and $64,899 million in 2018) 0 0  
Other assets 3,000,000 4,000,000  
Total Assets 34,085,000,000 29,975,000,000  
Liabilities and Stockholders Equity      
Accounts payable and related party accounts payable 0 0  
Short-term debt (3,000,000) (3,000,000)  
Accrued income and other taxes 0 0  
Employee benefit obligations 0 0  
Other accruals 84,000,000 85,000,000  
Total Current Liabilities 81,000,000 82,000,000  
Long-term debt 3,794,000,000 3,791,000,000  
Long-term asset retirement obligations and accrued environmental costs 0 0  
Long Term Deferred income taxes 0 0  
Employee benefit obligations 0 0  
Other liabilities and deferred credits 1,787,000,000 725,000,000  
Total Liabilities 5,662,000,000 4,598,000,000  
Retained earnings 33,184,000,000 27,512,000,000  
Other common stockholders' equity (4,761,000,000) (2,135,000,000)  
Noncontrolling interests 0 0  
Total Liabilities and Equity 34,085,000,000 29,975,000,000  
Reportable Legal Entities [Member] | ConocoPhillips Company [Member]      
Assets      
Cash and cash equivalents 3,439,000,000 1,428,000,000  
Short-term investments 2,670,000,000 0  
Accounts and notes receivable 2,088,000,000 5,646,000,000  
Investment in Cenovus Energy 2,111,000,000 1,462,000,000  
Inventories 168,000,000 184,000,000  
Prepaid expenses and other current assets 352,000,000 267,000,000  
Total Current Assets 10,828,000,000 8,987,000,000  
Investments and long-term receivables 44,969,000,000 47,062,000,000  
Net properties, plants and equipment (net of accumulated depreciation, depletion and amortization of $55,477 million in 2019 and $64,899 million in 2018) 3,552,000,000 4,367,000,000  
Other assets 765,000,000 642,000,000  
Total Assets 60,114,000,000 61,058,000,000  
Liabilities and Stockholders Equity      
Accounts payable and related party accounts payable 2,670,000,000 5,098,000,000  
Short-term debt 4,000,000 12,000,000  
Accrued income and other taxes 79,000,000 85,000,000  
Employee benefit obligations 508,000,000 638,000,000  
Other accruals 408,000,000 587,000,000  
Total Current Liabilities 3,669,000,000 6,420,000,000  
Long-term debt 6,670,000,000 7,151,000,000  
Long-term asset retirement obligations and accrued environmental costs 322,000,000 415,000,000  
Long Term Deferred income taxes 0 0  
Employee benefit obligations 1,329,000,000 1,340,000,000  
Other liabilities and deferred credits 7,514,000,000 9,277,000,000  
Total Liabilities 19,504,000,000 24,603,000,000  
Retained earnings 21,898,000,000 18,511,000,000  
Other common stockholders' equity 18,712,000,000 17,944,000,000  
Noncontrolling interests 0 0  
Total Liabilities and Equity 60,114,000,000 61,058,000,000  
Reportable Legal Entities [Member] | Burlington Resources LLC [Member]      
Assets      
Cash and cash equivalents 0 0  
Short-term investments 0 0  
Accounts and notes receivable 2,000,000 78,000,000  
Investment in Cenovus Energy 0 0  
Inventories 0 0  
Prepaid expenses and other current assets 0 0  
Total Current Assets 2,000,000 78,000,000  
Investments and long-term receivables 11,662,000,000 15,199,000,000  
Net properties, plants and equipment (net of accumulated depreciation, depletion and amortization of $55,477 million in 2019 and $64,899 million in 2018) 0 0  
Other assets 253,000,000 227,000,000  
Total Assets 11,917,000,000 15,504,000,000  
Liabilities and Stockholders Equity      
Accounts payable and related party accounts payable 21,000,000 76,000,000  
Short-term debt 13,000,000 13,000,000  
Accrued income and other taxes 0 0  
Employee benefit obligations 0 0  
Other accruals 35,000,000 35,000,000  
Total Current Liabilities 69,000,000 124,000,000  
Long-term debt 2,129,000,000 2,143,000,000  
Long-term asset retirement obligations and accrued environmental costs 0 0  
Long Term Deferred income taxes 0 0  
Employee benefit obligations 0 0  
Other liabilities and deferred credits 826,000,000 839,000,000  
Total Liabilities 3,024,000,000 3,106,000,000  
Retained earnings 2,164,000,000 1,113,000,000  
Other common stockholders' equity 6,729,000,000 11,285,000,000  
Noncontrolling interests 0 0  
Total Liabilities and Equity 11,917,000,000 15,504,000,000  
Reportable Legal Entities [Member] | All Other Subsidiaries [Member]      
Assets      
Cash and cash equivalents 1,649,000,000 4,487,000,000  
Short-term investments 358,000,000 248,000,000  
Accounts and notes receivable 3,881,000,000 6,707,000,000  
Investment in Cenovus Energy 0 0  
Inventories 858,000,000 823,000,000  
Prepaid expenses and other current assets 1,906,000,000 307,000,000  
Total Current Assets 8,652,000,000 12,572,000,000  
Investments and long-term receivables 15,612,000,000 16,926,000,000  
Net properties, plants and equipment (net of accumulated depreciation, depletion and amortization of $55,477 million in 2019 and $64,899 million in 2018) 38,717,000,000 41,796,000,000  
Other assets 2,210,000,000 1,269,000,000  
Total Assets 65,191,000,000 72,563,000,000  
Liabilities and Stockholders Equity      
Accounts payable and related party accounts payable 3,084,000,000 7,113,000,000  
Short-term debt 91,000,000 99,000,000  
Accrued income and other taxes 951,000,000 1,235,000,000  
Employee benefit obligations 155,000,000 171,000,000  
Other accruals 1,518,000,000 552,000,000  
Total Current Liabilities 5,799,000,000 9,170,000,000  
Long-term debt 2,197,000,000 2,249,000,000  
Long-term asset retirement obligations and accrued environmental costs 5,030,000,000 7,273,000,000  
Long Term Deferred income taxes 5,438,000,000 5,819,000,000  
Employee benefit obligations 452,000,000 424,000,000  
Other liabilities and deferred credits 9,271,000,000 8,126,000,000  
Total Liabilities 28,187,000,000 33,061,000,000  
Retained earnings 10,481,000,000 9,764,000,000  
Other common stockholders' equity 26,454,000,000 29,613,000,000  
Noncontrolling interests 69,000,000 125,000,000  
Total Liabilities and Equity 65,191,000,000 72,563,000,000  
Consolidating Adjustments [Member]      
Assets      
Cash and cash equivalents 0 0  
Short-term investments 0 0  
Accounts and notes receivable (2,575,000,000) (8,392,000,000)  
Investment in Cenovus Energy 0 0  
Inventories 0 0  
Prepaid expenses and other current assets 0 0  
Total Current Assets (2,575,000,000) (8,392,000,000)  
Investments and long-term receivables (97,413,000,000) (99,465,000,000)  
Net properties, plants and equipment (net of accumulated depreciation, depletion and amortization of $55,477 million in 2019 and $64,899 million in 2018) 0 (465,000,000)  
Other assets (805,000,000) (798,000,000)  
Total Assets (100,793,000,000) (109,120,000,000)  
Liabilities and Stockholders Equity      
Accounts payable and related party accounts payable (2,575,000,000) (8,392,000,000)  
Short-term debt 0 (9,000,000)  
Accrued income and other taxes 0 0  
Employee benefit obligations 0 0  
Other accruals 0 0  
Total Current Liabilities (2,575,000,000) (8,401,000,000)  
Long-term debt 0 (478,000,000)  
Long-term asset retirement obligations and accrued environmental costs 0 0  
Long Term Deferred income taxes (804,000,000) (798,000,000)  
Employee benefit obligations 0 0  
Other liabilities and deferred credits (17,534,000,000) (17,775,000,000)  
Total Liabilities (20,913,000,000) (27,452,000,000)  
Retained earnings (27,985,000,000) (22,890,000,000)  
Other common stockholders' equity (51,895,000,000) (58,778,000,000)  
Noncontrolling interests 0 0  
Total Liabilities and Equity $ (100,793,000,000) $ (109,120,000,000)  
XML 105 R42.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Suspended Wells (Tables)
12 Months Ended
Dec. 31, 2019
Suspended Wells [Abstract]  
Net changes in suspended exploratory well costs
Note 8—Suspended Wells and Other Exploration Expenses
The following table reflects the net changes in suspended
 
exploratory well costs during 2019, 2018 and 2017:
Millions of Dollars
2019
2018
2017
Beginning balance at January 1
$
856
853
1,063
Additions pending the determination of proved reserves
239
140
118
Reclassifications to proved properties
(11)
(37)
(66)
Sales of suspended wells
(54)
(93)
-
Charged to dry hole expense
(10)
(7)
(262)
Ending balance at December 31
 
$
1,020
*
856
853
Aging of suspended well cost
The following table provides an aging of suspended
 
well balances at December 31:
Millions of Dollars
2019
2018
2017
Exploratory well costs capitalized for a period
 
of one year or less
$
206
145
67
Exploratory well costs capitalized for a period
 
greater than one year
814
711
786
Ending balance
$
1,020
*
856
853
Number of projects with exploratory well costs
 
capitalized for a
period greater than one year
23
24
23
Aging of Exploratory Well Cost that have been capitalized for more than one year
The following table provides a further aging of
 
those exploratory well costs that have
 
been capitalized for more
than one year since the completion of drilling
 
as of December 31, 2019:
Millions of Dollars
Suspended Since
Total
2016–2018
2013–2015
2004–2012
Greater Poseidon—Australia
(2)(3)
177
-
157
20
NPRA—Alaska
(1)
149
111
38
-
Barossa/Caldita—Australia
(2)(3)
136
59
-
77
Surmont—Canada
(1)
118
6
55
57
Middle Magdalena Basin—Colombia
(1)
68
-
68
-
Narwhal Trend—Alaska
(1)
52
52
-
-
Kamunsu East—Malaysia
(2)
19
-
19
-
NC 98—Libya
(2)
15
-
11
4
WL4-00—Malaysia
(2)
17
17
-
-
Other of $10 million or less each
(1)(2)
63
20
26
17
Total
$
814
265
374
175
(1)Additional appraisal wells planned.
(2)Appraisal drilling complete; costs being incurred to assess development.
(3)Assets held for sale as of December 31, 2019.
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Derivative and Financial Instruments (Tables)
12 Months Ended
Dec. 31, 2019
Derivative and Financial Instruments [Abstract]  
Balance sheet location and fair value amounts of 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
2019
2018
Assets
Prepaid expenses and other current assets
$
288
410
Other assets
34
40
Liabilities
Other accruals
283
370
Other liabilities and deferred credits
28
30
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
2019
2018
Assets
Prepaid expenses and other current assets
$
1
7
Liabilities
Other accruals
20
6
Other liabilities and deferred credits
8
-
Income statement location and gain/loss amounts of derivatives
The gains (losses) from commodity derivatives
 
incurred, and the line items where they appear
 
on our
consolidated income statement were:
Millions of Dollars
2019
2018
2017
Sales and other operating revenues
$
141
45
77
Other income
4
7
-
Purchased commodities
(118)
(41)
(61)
The losses from foreign currency exchange derivatives
 
incurred and the line item where they appear
 
on our
consolidated income statement were:
Millions of Dollars
2019
2018
2017
Foreign currency transaction losses
$
16
1
13
Net exposures/net notional positions of derivative contracts
The table below summarizes our material net exposures
 
resulting from outstanding commodity
 
derivative
contracts:
Open Position
Long/(Short)
2019
2018
Commodity
Natural gas and power (billions of cubic feet equivalent)
Fixed price
(5)
(17)
Basis
(23)
(1)
We had the following net notional position of outstanding foreign currency exchange
 
derivatives:
In Millions
Notional Currency
2019
2018
Foreign Currency Exchange Derivatives
Sell U.S. dollar, buy British pound
USD
-
805
Sell British pound, buy other currencies*
GBP
-
21
Buy British pound, sell euro
GBP
4
-
Sell Canadian dollar, buy U.S. dollar
CAD
1,337
1,242
*Primarily euro and Norwegian krone.
Net carrying amount of held to maturity investments
Carrying Amount
Debt Securities Carried at Fair Value
The following table reflects our investments
 
in debt securities classified as available
 
for sale at December 31,
2019 which are carried at fair value:
Millions of Dollars
Carrying Amount
Cash and
Cash
Equivalents
Short-Term
Investments
Investments
and Long-
Term
Receivables
Corporate Bonds
Remaining maturities within one year
$
1
59
-
Remaining maturities greater than one year through
 
five years
-
-
99
Commercial Paper
Remaining maturities within one year
8
30
-
U.S. Government Obligations
Remaining maturities within one year
-
10
-
Remaining maturities greater than one year through
 
five years
-
-
15
Asset-backed Securities
Remaining maturities greater than one year through
 
five years
-
-
19
$
9
99
133
Schedule of Unrealized Loss on Investments [Table Text Block]
The following table summarizes the amortized
 
cost basis and fair value of investments in
 
debt securities
classified as available for sale at December 31,
 
2019:
Millions of Dollars
Amortized Cost
Basis
Fair Value
Major Security Type
Corporate bonds
$
159
159
Commercial paper
38
38
U.S. government obligations
25
25
Asset-backed securities
19
19
$
241
241
XML 108 R99.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Fair Value Measurement - Fair Value of Financial Instruments (Details) - USD ($)
$ in Millions
Dec. 31, 2019
Dec. 31, 2018
Dec. 18, 2018
Financial Assets      
Investment in Cenovus Energy $ 2,111 $ 1,462  
Derivative Asset, Fair Value, Amount Offset Against Collateral 126 161  
Carrying Amount [Member]      
Financial Assets      
Investment in Cenovus Energy 2,111 1,462  
Available for sale debt securities at fair value 241   $ 0
Total loans and advances - related parties 339 468  
Financial Instruments, Financial Liabilities, Balance Sheet Groupings [Abstract]      
Total debt, excluding capital leases 14,175 14,191  
Carrying Amount [Member] | Commodity Contract [Member]      
Financial Assets      
Derivative Asset, Fair Value, Amount Offset Against Collateral 125 170  
Financial Instruments, Financial Liabilities, Balance Sheet Groupings [Abstract]      
Commodity derivatives 106 $ 110  
Fair Value [Member]      
Financial Assets      
Investment in Cenovus Energy 2,111   1,462
Available for sale debt securities at fair value 241   0
Total loans and advances - related parties 339   468
Financial Instruments, Financial Liabilities, Balance Sheet Groupings [Abstract]      
Total debt, excluding capital leases 18,108   16,147
Fair Value [Member] | Commodity Contract [Member]      
Financial Assets      
Derivative Asset, Fair Value, Amount Offset Against Collateral 125   170
Financial Instruments, Financial Liabilities, Balance Sheet Groupings [Abstract]      
Commodity derivatives $ 106   $ 110
XML 109 R155.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Segment Disclosures - Sales by Product (Details) - USD ($)
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Segment Reporting Information [Line Items]      
Sales and Other Operating Revenue [1] $ 32,567,000,000 $ 36,417,000,000 $ 29,106,000,000
Natural Gas [Member]      
Segment Reporting Information [Line Items]      
Sales and Other Operating Revenue 8,715,000,000 10,720,000,000 10,773,000,000
Natural Gas Liquids [Member]      
Segment Reporting Information [Line Items]      
Sales and Other Operating Revenue 814,000,000 1,114,000,000 1,102,000,000
Crude Oil [Member]      
Segment Reporting Information [Line Items]      
Sales and Other Operating Revenue 18,482,000,000 19,571,000,000 13,260,000,000
Other Products [Member]      
Segment Reporting Information [Line Items]      
Sales and Other Operating Revenue $ 4,556,000,000 $ 5,012,000,000 $ 3,971,000,000
[1] <div>(1)Sales and other operating revenues are attributable to countries based on the location of the selling operation.</div>
XML 110 R69.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Investments, Loans and LT Receivables Textuals (Details) - USD ($)
$ in Millions
1 Months Ended 3 Months Ended 12 Months Ended
Sep. 30, 2018
Mar. 31, 2019
Jun. 30, 2017
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Dec. 31, 2012
Schedule Of Equity Method Investments [Line Items]              
Retained Earning Equity Method       $ 32.0      
Equity Method Investment Dividends       1,378.0 $ 1,226.0 $ 605.0  
Letters of Credit [Abstract]              
Book value of equity method investment       8,234.0 9,005.0    
Income (Loss) From Equity Method Investments       $ 779.0 1,074.0 772.0  
Australia Pacific LNG [Member]              
Schedule Of Equity Method Investments [Line Items]              
Ownership percentage in equity investment       37.50%      
Letters of Credit [Abstract]              
Total amount under revolving credit facilities             $ 8,500.0
Line of Credit Facility, Frequency of Payments       bi-annual      
Balance Outstanding On Credit Facility       $ 6,700.0      
Long Term Debt Refinanced Amount   $ 3,200.0          
Before-Tax Loss - Equity method investments     $ 2,384.0        
Book value of equity method investment       7,228.0      
Historical cost basis       6,751.0      
Difference between estimated value and book value of equity method investment       477.0      
Amortizable portion of the basis difference in PPE       $ 36.0 $ 44.0 $ 100.0  
Australia Pacific LNG [Member] | Export-Import Bank of US [Member]              
Letters of Credit [Abstract]              
Total amount under revolving credit facilities             2,900.0
Australia Pacific LNG [Member] | Export-Import Bank of China [Member]              
Letters of Credit [Abstract]              
Total amount under revolving credit facilities             2,700.0
Early Repayment of Senior Debt $ 1,400.0 1,000.0          
Line of Credit Facility, Frequency of Payments       bi-annual      
Australia Pacific LNG [Member] | U S Private Placement Bond [Member]              
Letters of Credit [Abstract]              
Total amount under revolving credit facilities $ 1,400.0            
Australia Pacific LNG [Member] | Australian and International Commercial Bank Syndicate [Member]              
Letters of Credit [Abstract]              
Total amount under revolving credit facilities             $ 2,900.0
Early Repayment of Senior Debt   2,200.0          
Australia Pacific LNG [Member] | Commerical Banks [Member]              
Letters of Credit [Abstract]              
Line of Credit Facility, Frequency of Payments       bi-annual      
Long Term Debt Refinanced Amount   2,600.0          
Australia Pacific LNG [Member] | U S Private Placement Bond Two [Member]              
Letters of Credit [Abstract]              
Total amount under revolving credit facilities   $ 600.0          
Line of Credit Facility, Frequency of Payments       bi-annual      
Australia Pacific LNG [Member] | Origin Energy [Member]              
Schedule Of Equity Method Investments [Line Items]              
Ownership percentage in equity investment       37.50%      
Australia Pacific LNG [Member] | Sinopec [Member]              
Schedule Of Equity Method Investments [Line Items]              
Ownership percentage in equity investment       25.00%      
QG3              
Schedule Of Equity Method Investments [Line Items]              
Ownership percentage in equity investment       30.00%      
Letters of Credit [Abstract]              
Total amount under revolving credit facilities       $ 4,000.0      
Line of Credit Facility, Frequency of Payments       Semi-annual      
Book value of equity method investment       $ 797.0      
Loans to related parties       335.0      
QG3 | Credit Agencies [Member]              
Letters of Credit [Abstract]              
Total amount under revolving credit facilities       1,300.0      
QG3 | Commerical Banks [Member]              
Letters of Credit [Abstract]              
Total amount under revolving credit facilities       1,500.0      
QG3 | ConocoPhillips [Member]              
Letters of Credit [Abstract]              
Total amount under revolving credit facilities       $ 1,200.0      
QG3 | Mitsui & Co, Ltd. [Member]              
Schedule Of Equity Method Investments [Line Items]              
Ownership percentage in equity investment       1.50%      
QG3 | Qatar Petroleum [Member]              
Schedule Of Equity Method Investments [Line Items]              
Ownership percentage in equity investment       68.50%      
XML 111 R151.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Segment Disclosures - Analysis of Results by Operating Segment (Details) - USD ($)
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Segment Reporting Information [Line Items]      
Sales and Other Operating Revenue [1] $ 32,567,000,000 $ 36,417,000,000 $ 29,106,000,000
Corporate, Non-Segment [Member]      
Segment Reporting Information [Line Items]      
Sales and Other Operating Revenue 221,000,000 168,000,000 104,000,000
Alaska Segment [Member] | Operating Segments [Member]      
Segment Reporting Information [Line Items]      
Sales and Other Operating Revenue 5,483,000,000 5,740,000,000 4,224,000,000
Lower 48 Segment [Member]      
Segment Reporting Information [Line Items]      
Sales and Other Operating Revenue 15,514,000,000 17,029,000,000 12,968,000,000
Lower 48 Segment [Member] | Operating Segments [Member]      
Segment Reporting Information [Line Items]      
Sales and Other Operating Revenue 15,468,000,000 16,989,000,000 12,964,000,000
Lower 48 Segment [Member] | Intersegment Elimination [Member]      
Segment Reporting Information [Line Items]      
Sales and Other Operating Revenue (46,000,000) (40,000,000) (4,000,000)
Canada Segment [Member]      
Segment Reporting Information [Line Items]      
Sales and Other Operating Revenue 2,910,000,000 3,184,000,000 3,178,000,000
Canada Segment [Member] | Operating Segments [Member]      
Segment Reporting Information [Line Items]      
Sales and Other Operating Revenue 1,769,000,000 2,024,000,000 2,619,000,000
Canada Segment [Member] | Intersegment Elimination [Member]      
Segment Reporting Information [Line Items]      
Sales and Other Operating Revenue (1,141,000,000) (1,160,000,000) (559,000,000)
Europe and North Africa Segment [Member] | Operating Segments [Member]      
Segment Reporting Information [Line Items]      
Sales and Other Operating Revenue 5,101,000,000 6,635,000,000 5,181,000,000
Asia Pacific and Middle East [Member] | Operating Segments [Member]      
Segment Reporting Information [Line Items]      
Sales and Other Operating Revenue 4,525,000,000 4,861,000,000 4,014,000,000
Other International Segment [Member] | Operating Segments [Member]      
Segment Reporting Information [Line Items]      
Sales and Other Operating Revenue $ 0 $ 0 $ 0
[1] <div>(1)Sales and other operating revenues are attributable to countries based on the location of the selling operation.</div>
XML 112 R159.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Supplementary Information - Condensed Consolidating Financial Information (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Condensed Financial Statements, Captions [Line Items]      
Repayment of Debt $ 80.0 $ 4,995.0 $ 7,876.0
Proceeds from Collection of Long-term Loans to Related Parties 127.0 119.0 115.0
ConocoPhillips [Member]      
Condensed Financial Statements, Captions [Line Items]      
Proceeds from Contributions from Affiliates 2,400.0 3,500.0 7,800.0
Payments of Distributions to Affiliates 1,700.0 1,000.0 200.0
ConocoPhillips Company [Member]      
Condensed Financial Statements, Captions [Line Items]      
Proceeds from Collection of Long-term Loans to Related Parties 4,200.0 2,400.0 1.4
Proceeds from Contributions from Affiliates     $ 9.8
Payments of Distributions to Affiliates 4,500.0 $ 4,800.0  
Burlington Resources LLC [Member] | ConocoPhillips [Member]      
Condensed Financial Statements, Captions [Line Items]      
Proceeds from Collection of Long-term Loans to Related Parties $ 3,200.0    
XML 113 R65.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Assets Held for Sale, Sold or Acquired Textuals (Details) - USD ($)
$ / shares in Units, shares in Millions
1 Months Ended 3 Months Ended 5 Months Ended 7 Months Ended 12 Months Ended
Jan. 31, 2020
Oct. 31, 2019
Sep. 30, 2019
Apr. 30, 2019
Oct. 31, 2018
Sep. 30, 2017
Dec. 31, 2019
Jun. 30, 2019
Mar. 31, 2019
Dec. 31, 2018
Sep. 30, 2018
Jun. 30, 2018
Mar. 31, 2018
May 17, 2017
Jul. 31, 2017
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Dec. 02, 2019
Jan. 31, 2019
Dec. 18, 2018
Income related items for assets held for sale [Abstract]                                          
Income (Loss) From Equity Method Investments                               $ 779,000,000 $ 1,074,000,000 $ 772,000,000      
Exploration Expense                               743,000,000 369,000,000 [1] 934,000,000 [1]      
Gain (Loss) on Disposition of Oil and Gas Property [Abstract]                                          
Other income                               1,358,000,000 173,000,000 529,000,000      
Equity Method Investments             $ 8,234,000,000     $ 9,005,000,000           8,234,000,000 9,005,000,000        
Operating Segments [Member]                                          
Income related items for assets held for sale [Abstract]                                          
Income (Loss) From Equity Method Investments                               779,000,000 1,074,000,000 772,000,000      
Corporate, Non-Segment [Member]                                          
Income related items for assets held for sale [Abstract]                                          
Income (Loss) From Equity Method Investments                               0 0 0      
Alaska Segment [Member] | Operating Segments [Member]                                          
Income related items for assets held for sale [Abstract]                                          
Income (Loss) From Equity Method Investments                               7,000,000 6,000,000 7,000,000      
Lower 48 Segment [Member] | Operating Segments [Member]                                          
Income related items for assets held for sale [Abstract]                                          
Income (Loss) From Equity Method Investments                               (159,000,000) 1,000,000 5,000,000      
Canada Segment [Member] | Operating Segments [Member]                                          
Income related items for assets held for sale [Abstract]                                          
Income (Loss) From Equity Method Investments                               0 0 197,000,000      
Asia Pacific and Middle East Segment [Member] | Operating Segments [Member]                                          
Income related items for assets held for sale [Abstract]                                          
Income (Loss) From Equity Method Investments                               915,000,000 1,051,000,000 553,000,000      
Europe and North Africa Segment [Member] | Operating Segments [Member]                                          
Income related items for assets held for sale [Abstract]                                          
Income (Loss) From Equity Method Investments                               16,000,000 16,000,000 10,000,000      
Australia West Assets [Member] | Asia Pacific and Middle East Segment [Member] | Operating Segments [Member]                                          
Disposal Group, Including Discontinued Operation, Assets, Current [Abstract]                                          
Net carrying value   $ 600,000,000                                      
Amount of PP&E in carrying value of asset   1,200,000,000         1,200,000,000                 1,200,000,000          
Working Capital and cash in net carrying value   (300,000,000)                                      
Amount of deferred taxes in carrying value of asset   (200,000,000)                                      
Income related items for assets held for sale [Abstract]                                          
Results Of Operations Income Before Income Taxes                               372,000,000 364,000,000 317,000,000      
Australia West Assets [Member] | Asia Pacific and Middle East Segment [Member] | Operating Segments [Member] | Scenario Plan [Member]                                          
Asset Held For Sale Transaction Detail [Abstract]                                          
Proceeds from asset dispositions   1,390,000,000                                      
Australia West Sale Contingent Proceeds upon Final Investment Decision   75,000,000                                      
Australia West Assets [Member] | Asia Pacific and Middle East Segment [Member] | Operating Segments [Member] | Asset Retirement Obligation Costs [Member]                                          
Disposal Group, Including Discontinued Operation, Assets, Current [Abstract]                                          
Asset Retirement Obligation of held for sale or sold   $ 700,000,000         $ 700,000,000                 $ 700,000,000          
Barossa project [Member] | Asia Pacific and Middle East Segment [Member] | Operating Segments [Member]                                          
Asset Held For Sale Transaction Detail [Abstract]                                          
Ownership Percent             37.50%                 37.50%          
Caldita Field [Member] | Asia Pacific and Middle East Segment [Member] | Operating Segments [Member]                                          
Asset Held For Sale Transaction Detail [Abstract]                                          
Ownership Percent             37.50%                 37.50%          
Darwin LNG Facility [Member] | Asia Pacific and Middle East Segment [Member] | Operating Segments [Member]                                          
Asset Held For Sale Transaction Detail [Abstract]                                          
Ownership Percent             56.90%                 56.90%          
Bayu-Undan Field [Member] | Asia Pacific and Middle East Segment [Member] | Operating Segments [Member]                                          
Asset Held For Sale Transaction Detail [Abstract]                                          
Ownership Percent             56.90%                 56.90%          
Poseidon Field [Member] | Asia Pacific and Middle East Segment [Member] | Operating Segments [Member]                                          
Asset Held For Sale Transaction Detail [Abstract]                                          
Ownership Percent             40.00%                 40.00%          
Athena Field [Member] | Asia Pacific and Middle East Segment [Member] | Operating Segments [Member]                                          
Asset Held For Sale Transaction Detail [Abstract]                                          
Ownership Percent             50.00%                 50.00%          
Niobrara [Member] | Lower 48 Segment [Member] | Operating Segments [Member]                                          
Disposal Group, Including Discontinued Operation, Assets, Current [Abstract]                                          
Net carrying value                                     $ 390,000,000    
Amount of PP&E in carrying value of asset             $ 426,000,000                 $ 426,000,000     426,000,000    
Income related items for assets held for sale [Abstract]                                          
Results Of Operations Income Before Income Taxes                               (372,000,000) 35,000,000 (12,000,000)      
Impairment of assets in exchange             379,000,000                            
Exploration Expense             7,000,000                            
Niobrara [Member] | Lower 48 Segment [Member] | Operating Segments [Member] | Scenario Plan [Member]                                          
Asset Held For Sale Transaction Detail [Abstract]                                          
Proceeds from asset dispositions             380,000,000                            
Niobrara [Member] | Lower 48 Segment [Member] | Operating Segments [Member] | Asset Retirement Obligation Costs [Member]                                          
Disposal Group, Including Discontinued Operation, Assets, Current [Abstract]                                          
Asset Retirement Obligation of held for sale or sold             34,000,000                 34,000,000     $ 34,000,000    
Golden Pass [Member] | Lower 48 Segment [Member] | Operating Segments [Member]                                          
Asset Held For Sale Transaction Detail [Abstract]                                          
Ownership percentage in equity investment                                       12.40%  
Income related items for assets held for sale [Abstract]                                          
Income (Loss) From Equity Method Investments                 $ (60,000,000)                        
U.K. Subsidiaries [Member] | Europe and North Africa Segment [Member] | Operating Segments [Member]                                          
Asset Held For Sale Transaction Detail [Abstract]                                          
Proceeds from asset dispositions     $ 2,200,000,000                                    
Disposal Group, Including Discontinued Operation, Assets, Current [Abstract]                                          
Net carrying value     500,000,000                                    
Amount of PP&E in carrying value of asset     1,600,000,000                                    
Working Capital and cash in net carrying value     (100,000,000)                                    
Amount of deferred taxes in carrying value of asset     300,000,000                                    
Cumulative foreign currency translation adjustments     500,000,000                                    
Income related items for assets held for sale [Abstract]                                          
Results Of Operations Income Before Income Taxes                               400,000,000 900,000,000 300,000,000      
Gain (Loss) on Disposition of Oil and Gas Property [Abstract]                                          
Before-tax gain (loss) on disposition                               1,700,000,000          
After-tax gain (loss) on disposition             2,100,000,000                 2,100,000,000          
U.K. Subsidiaries [Member] | Europe and North Africa Segment [Member] | Operating Segments [Member] | Scenario Plan [Member]                                          
Asset Held For Sale Transaction Detail [Abstract]                                          
Proceeds from asset dispositions       $ 2,675,000,000                                  
U.K. Subsidiaries [Member] | Europe and North Africa Segment [Member] | Operating Segments [Member] | Asset Retirement Obligation Costs [Member]                                          
Disposal Group, Including Discontinued Operation, Assets, Current [Abstract]                                          
Asset Retirement Obligation of held for sale or sold     1,800,000,000                                    
Greater Sunrise Fields [Member] | Asia Pacific and Middle East Segment [Member] | Operating Segments [Member]                                          
Asset Held For Sale Transaction Detail [Abstract]                                          
Proceeds from asset dispositions               $ 350,000,000                          
Ownership Percent               30.00%                          
Gain (Loss) on Disposition of Oil and Gas Property [Abstract]                                          
After-tax gain (loss) on disposition               $ 52,000,000                          
Magnolia Field And Platform [Member] | Lower 48 Segment [Member] | Operating Segments [Member]                                          
Asset Held For Sale Transaction Detail [Abstract]                                          
Proceeds from asset dispositions             16,000,000                            
Disposal Group, Including Discontinued Operation, Assets, Current [Abstract]                                          
Amount of PP&E in carrying value of asset             4,000,000                 4,000,000          
Gain (Loss) on Disposition of Oil and Gas Property [Abstract]                                          
Before-tax gain (loss) on disposition             82,000,000                            
Magnolia Field And Platform [Member] | Lower 48 Segment [Member] | Operating Segments [Member] | Asset Retirement Obligation Costs [Member]                                          
Disposal Group, Including Discontinued Operation, Assets, Current [Abstract]                                          
Asset retirement obligation at disposal             $ 70,000,000                 70,000,000          
Other properties [Member] | Lower 48 Segment [Member] | Operating Segments [Member]                                          
Asset Held For Sale Transaction Detail [Abstract]                                          
Proceeds from asset dispositions                         $ 112,000,000                
Gain (Loss) on Disposition of Oil and Gas Property [Abstract]                                          
Before-tax gain (loss) on disposition                         $ 0                
Other properties [Member] | Lower 48 Segment [Member] | Operating Segments [Member] | Scenario Plan [Member]                                          
Asset Held For Sale Transaction Detail [Abstract]                                          
Proceeds from asset dispositions $ 186,000,000                                        
Undeveloped Leasehold Assets [Member] | Lower 48 Segment [Member] | Operating Segments [Member]                                          
Asset Held For Sale Transaction Detail [Abstract]                                          
Proceeds from asset dispositions                   162,000,000 $ 56,000,000 $ 105,000,000                  
Gain (Loss) on Disposition of Oil and Gas Property [Abstract]                                          
Before-tax gain (loss) on disposition                   140,000,000   0                  
Barnett [Member] | Lower 48 Segment [Member] | Operating Segments [Member]                                          
Asset Held For Sale Transaction Detail [Abstract]                                          
Proceeds from asset dispositions         $ 196,000,000                                
Disposal Group, Including Discontinued Operation, Assets, Current [Abstract]                                          
Net carrying value         201,000,000                                
Amount of PP&E in carrying value of asset         250,000,000                                
Income related items for assets held for sale [Abstract]                                          
Results Of Operations Income Before Income Taxes                                 (59,000,000) (566,000,000)      
Gain (Loss) on Disposition of Oil and Gas Property [Abstract]                                          
Before-tax gain (loss) on disposition         5,000,000                                
Impaired Assets to be Disposed of by Method Other than Sale, Carrying Value of Asset                   87,000,000             87,000,000 572,000,000      
Barnett [Member] | Lower 48 Segment [Member] | Operating Segments [Member] | Asset Retirement Obligation Costs [Member]                                          
Disposal Group, Including Discontinued Operation, Assets, Current [Abstract]                                          
Asset retirement obligation at disposal         $ 49,000,000                                
U.K. subsidiary holding Clair field | Europe and North Africa Segment [Member] | Operating Segments [Member]                                          
Asset Held For Sale Transaction Detail [Abstract]                                          
Proceeds from asset dispositions                   253,000,000                      
Ownership Percent                                         16.50%
Ownership percentage retained                                         7.50%
Fair Value Assets Disposed Of                                         $ 1,743,000,000
Disposal Group, Including Discontinued Operation, Assets, Current [Abstract]                                          
Net carrying value                                         1,028,000,000
Amount of PP&E in carrying value of asset                                         1,553,000,000
Amount of deferred taxes in carrying value of asset                                         (485,000,000)
Income related items for assets held for sale [Abstract]                                          
Results Of Operations Income Before Income Taxes                                 748,000,000 (400,000)      
Gain (Loss) on Disposition of Oil and Gas Property [Abstract]                                          
Before-tax gain (loss) on disposition                   $ 715,000,000                      
U.K. subsidiary holding Clair field | Europe and North Africa Segment [Member] | Operating Segments [Member] | Asset Retirement Obligation Costs [Member]                                          
Disposal Group, Including Discontinued Operation, Assets, Current [Abstract]                                          
Asset Retirement Obligation of held for sale or sold                                         $ 59,000,000
Foster Creek Christina Lake (FCCL) and western Canada gas properties [Member] | Canada Segment [Member] | Operating Segments [Member]                                          
Asset Held For Sale Transaction Detail [Abstract]                                          
Proceeds from asset dispositions                           $ 11,000,000,000.0              
Shares Exchanged for Assets Held for Sale                           208              
Gain (Loss) on Disposition of Oil and Gas Property [Abstract]                                          
Before-tax gain (loss) on disposition                               $ 114,000,000 95,000,000 2,100,000,000      
Business Combination, Contingent Consideration Arrangements [Abstract]                                          
Assets Held for Sale, Contingent Consideration Term                               The contingent payment, calculated and paid on a quarterly basis, is $6 million CAD for every $1 CAD by which the WCS quarterly average crude price exceeds $52 CAD per barrel.          
Cenovus Energy common share price                           $ 9.41              
Cenovus Energy Investment at Cost                           $ 1,960,000,000              
Foster Creek Christina Lake (FCCL) [Member]                                          
Asset Held For Sale Transaction Detail [Abstract]                                          
Ownership percentage in equity investment                           50.00%              
Foster Creek Christina Lake (FCCL) [Member] | Canada Segment [Member] | Operating Segments [Member]                                          
Disposal Group, Including Discontinued Operation, Assets, Current [Abstract]                                          
Carrying Value of Equity Investment Sold                           $ 8,900,000,000              
Income related items for assets held for sale [Abstract]                                          
Income (Loss) From Equity Method Investments                                   197,000,000      
Western Canada Gas Properties [Member] | Canada Segment [Member] | Operating Segments [Member]                                          
Disposal Group, Including Discontinued Operation, Assets, Current [Abstract]                                          
Net carrying value                           1,900,000,000              
Amount of PP&E in carrying value of asset                           2,600,000,000              
Total current liabilities of assets held for sale                           100,000,000              
Income related items for assets held for sale [Abstract]                                          
Results Of Operations Income Before Income Taxes                                   (26,000,000)      
Western Canada Gas Properties [Member] | Canada Segment [Member] | Operating Segments [Member] | Asset Retirement Obligation Costs [Member]                                          
Disposal Group, Including Discontinued Operation, Assets, Current [Abstract]                                          
Asset Retirement Obligation of held for sale or sold                           $ 585,000,000              
San Juan Basin [Member] | Lower 48 Segment [Member] | Operating Segments [Member]                                          
Asset Held For Sale Transaction Detail [Abstract]                                          
Proceeds from asset dispositions                             $ 2,500,000,000            
Disposal Group, Including Discontinued Operation, Assets, Current [Abstract]                                          
Net carrying value                             2,500,000,000            
Amount of PP&E in carrying value of asset                             2,900,000,000            
Income related items for assets held for sale [Abstract]                                          
Results Of Operations Income Before Income Taxes                                   (3,200,000,000)      
Impairment of asset held for sale                       $ 3,300,000,000                  
Gain (Loss) on Disposition of Oil and Gas Property [Abstract]                                          
Before-tax gain (loss) on disposition                             $ (22,000,000) $ 0 $ 28,000,000        
Business Combination, Contingent Consideration Arrangements [Abstract]                                          
Assets Held for Sale, Contingent Consideration Term                             The transaction includes a contingent payment of up to $300 million. The six-year contingent payment, effective beginning January 1, 2018, is due annually for the periods in which the monthly U.S. Henry Hub price is at or above $3.20 per MMBTU.            
San Juan Basin [Member] | Lower 48 Segment [Member] | Operating Segments [Member] | Scenario Plan [Member]                                          
Disposal Group, Including Discontinued Operation, Assets, Current [Abstract]                                          
Asset Retirement Obligation of held for sale or sold                             $ 406,000,000            
Panhandle [Member] | Lower 48 Segment [Member] | Operating Segments [Member]                                          
Asset Held For Sale Transaction Detail [Abstract]                                          
Proceeds from asset dispositions           $ 178,000,000                              
Disposal Group, Including Discontinued Operation, Assets, Current [Abstract]                                          
Net carrying value           206,000,000                              
Amount of PP&E in carrying value of asset           279,000,000                              
Income related items for assets held for sale [Abstract]                                          
Results Of Operations Income Before Income Taxes                                   $ (14,000,000)      
Gain (Loss) on Disposition of Oil and Gas Property [Abstract]                                          
Before-tax gain (loss) on disposition           $ (28,000,000)                              
Panhandle [Member] | Lower 48 Segment [Member] | Operating Segments [Member] | Asset Retirement Obligation Costs [Member]                                          
Disposal Group, Including Discontinued Operation, Assets, Current [Abstract]                                          
Asset Retirement Obligation of held for sale or sold     $ 72,000,000                                    
[1]
See Notes to Consolidated Financial Statements.
XML 114 R95.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Derivative and Financial Instruments - Credit Risk (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Schedule of Credit Risk [Line Items]    
Collateral was posted for derivative instruments in a liability position $ 0 $ 0
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]    
Credit Derivative, Recourse Provisions 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.  
In event of lowered credit rating [Member]    
Schedule of Credit Risk [Line Items]    
Derivative, Net Liability Position, Aggregate Fair Value $ 79 $ 62
In event of downgrade below investment grade [Member]    
Schedule of Credit Risk [Line Items]    
Additional Collateral, Aggregate Fair Value $ 76  
Trade receivables [Member] | Maximum [Member]    
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]    
Credit Derivative, Term 30 days  
XML 115 R91.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Derivative and Financial Instruments - FX Notional (Details)
12 Months Ended
Dec. 31, 2019
USD ($)
Dec. 31, 2019
CAD ($)
Dec. 31, 2019
GBP (£)
Dec. 31, 2018
USD ($)
Dec. 31, 2018
CAD ($)
Dec. 31, 2018
GBP (£)
Trading Activity, Gains and Losses, Net [Line Items]            
Description of Foreign Currency Derivative Instruments Not Designated as Hedging Instruments Activities In December 2017, we entered into foreign exchange zero cost collars buying the right to sell $1.25 billion CAD at $0.707 CAD and selling the right to buy $1.25 billion CAD at $0.842 CAD against the U.S. dollar. The collar expired during the second quarter of 2019 and we entered into new foreign currency exchange forward contracts to sell $1.35 billion CAD at $0.748 CAD against the U.S. dollar.          
Sell U.S. dollar, buy British pound. | Not Designated as Hedging Instrument [Member]            
Trading Activity, Gains and Losses, Net [Line Items]            
Net notional position of foreign currency exchange derivatives | $ $ 0     $ 805,000,000    
Buy British Pound Sell Euro [Member] | Not Designated as Hedging Instrument [Member]            
Trading Activity, Gains and Losses, Net [Line Items]            
Net notional position of foreign currency exchange derivatives | £     £ 4,000,000     £ 0
Sell British pound, buy other currencies [Member] | Not Designated as Hedging Instrument [Member]            
Trading Activity, Gains and Losses, Net [Line Items]            
Net notional position of foreign currency exchange derivatives | £ [1]     £ 0     £ 21,000,000
Sell Canadian dollar, buy U.S. dollar [Member] | Not Designated as Hedging Instrument [Member]            
Trading Activity, Gains and Losses, Net [Line Items]            
Net notional position of foreign currency exchange derivatives | $   $ 1,337,000,000     $ 1,242,000,000  
[1] <div>*Primarily euro and Norwegian krone.</div>
XML 116 R61.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Change in Accounting Principles (Details) - USD ($)
$ in Millions
Dec. 31, 2019
Jan. 01, 2019
Dec. 31, 2018
Dec. 31, 2017
Dec. 31, 2016
New Accounting Pronouncements or Change in Accounting Principle [Line Items]          
Operating Lease, Liability $ 932        
Accumulated Other Comprehensive Income (Loss), Net of Tax (5,357)   $ (6,063) $ (5,518) $ (6,193)
Retained Earnings (Accumulated Deficit) $ 39,742   34,010    
Accounting Standards Update 2016-02 (Topic 842) [Member] | Restatement Adjustment [Member]          
New Accounting Pronouncements or Change in Accounting Principle [Line Items]          
Operating Lease, Right-of-Use Asset   $ 998      
ASU 2018-02 [Member]          
New Accounting Pronouncements or Change in Accounting Principle [Line Items]          
Accumulated Other Comprehensive Income (Loss), Net of Tax   (6,103)      
Retained Earnings (Accumulated Deficit)   34,050      
ASU 2018-02 [Member] | ScenarioPreviouslyReportedMember [Member]          
New Accounting Pronouncements or Change in Accounting Principle [Line Items]          
Accumulated Other Comprehensive Income (Loss), Net of Tax     (6,063)    
Retained Earnings (Accumulated Deficit)     $ 34,010    
ASU 2018-02 [Member] | Restatement Adjustment [Member]          
New Accounting Pronouncements or Change in Accounting Principle [Line Items]          
Operating Lease, Right-of-Use Asset   998      
Operating Lease, Liability   998      
Accumulated Other Comprehensive Income (Loss), Net of Tax   (40)      
Retained Earnings (Accumulated Deficit)   $ 40      
XML 117 R138.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Income Taxes - Textuals (Details) - USD ($)
3 Months Ended 12 Months Ended
Dec. 31, 2019
Sep. 30, 2019
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Dec. 02, 2019
Income Tax Examination [Line Items]            
Deferred taxes Included in long-term liabilities $ 4,634,000,000   $ 4,634,000,000 $ 5,021,000,000    
Increase (decrease) in valuation allowance 6,642,000,000   7,174,000,000      
Deferred Tax Assets Net 4,479,000,000   4,479,000,000 3,702,000,000   $ 151,000,000
U.S. foreign tax credits 7,696,000,000   7,696,000,000     $ 6,642,000,000
Undistributed Earnings of Foreign Subsidiaries 4,196,000,000   4,196,000,000      
Estimated Tax Payable On Undistributed Unremitted Foreign Income     210,000,000      
Unrecognized tax benefits that if recognized, would affect effective tax rate 1,100,000,000   1,100,000,000 1,081,000,000 $ 882,000,000  
Accrued liabilities for interest and penalties 42,000,000   42,000,000 45,000,000 54,000,000  
Interest and penalties (benefiting) charging earnings     3,000,000 4,000,000 0  
Tax Legislation     0 (10,000,000) (852,000,000)  
Tax Cuts and Jobs Act, Decrease in Deferred Tax Liability due to Transition Tax     10,000,000 908,000,000    
One time tranisition tax       (10,000,000) 56,000,000  
Adjustment to valuation allowances     (225,000,000) (26,000,000) 0  
Income Tax Expense (Benefit)     2,267,000,000 3,668,000,000 (1,822,000,000)  
Worthless Security Deduction     9,000,000 36,000,000 962,000,000  
Income Tax Loss (Benefit) related to U.K. disposition     (732,000,000) (150,000,000) 0  
Malaysia Deepwater Tax Credits Incentive     164,000,000 0 0  
Capital Loss Carryforward 202,000,000   202,000,000      
Noncurrent Asset            
Income Tax Examination [Line Items]            
Deferred taxes Included in long-term assets 184,000,000   184,000,000 442,000,000    
Noncurrent Liabilities            
Income Tax Examination [Line Items]            
Deferred taxes Included in long-term liabilities 4,634,000,000   4,634,000,000 5,021,000,000    
Clair Field [Member]            
Income Tax Examination [Line Items]            
Gain (Loss) on Sale of Oil and Gas Property     1,700,000,000 $ 715,000,000    
Income Tax Expense (Benefit)     (335,000,000)      
Income Tax Loss (Benefit) related to U.K. disposition     285,000,000      
Malaysia Deepwater Tax Credits Incentive   $ 164,000,000        
Capital Loss Carryforward $ 2,100,000,000   $ 2,100,000,000      
Foster Creek Christina Lake (FCCL) and western Canada gas properties [Member]            
Income Tax Examination [Line Items]            
Increase (decrease) in valuation allowance         822,000,000  
Tax impact of Canada disposition         (1,277,000,000)  
Income Tax Expense (Benefit)         $ (822,000,000)  
XML 118 R130.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Employee Benefit Plans - Restricted shares and units (Details) - Restricted Stock Units (RSUs) [Member] - Discontinued Operations [Member] - USD ($)
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Summary of aggregate activity of restricted shares and units      
Stock Units, Outstanding Beginning of year 1,107,315    
Stock Units, Granted 64,063    
Stock Units, Forfeited / Cancelled (2,307)    
Stock Units, Issued (177,163)    
Stock Units, Outstanding End of year 991,908 1,107,315  
Weighted-Average Grant-Date Fair Value, beginning of year $ 46.57    
Weighted-Average Grant-Date Fair Value, Granted 63.58    
Weighted-Average Grant-Date Fair Value, Forfeited / Cancelled 23.73    
Weighted-Average Grant-Date Fair Value, Issued 49.23    
Weighted-Average Grant-Date Fair Value, ending of year $ 47.24 $ 46.57  
Total Fair Value, Issued $ 11,000,000 $ 17,000,000 $ 4,000,000
Employee Benefit Plans Additional (Textual) [Abstract]      
Unrecognized compensation cost from stock options 0    
Weighted-Average Grant-Date Fair Value, granted   $ 62.01 $ 48.87
Total Fair Value, Issued $ 11,000,000 $ 17,000,000 $ 4,000,000
XML 119 R134.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Income Taxes - Components of deferred tax liabilties and assets (Details) - USD ($)
$ in Millions
Dec. 31, 2019
Dec. 02, 2019
Dec. 31, 2018
Deferred Tax Liabilities      
Properties, plants and equipment, and intangibles $ 8,660   $ 8,004
Inventory 35   60
Deferred state income tax 0   61
Other 234   156
Total deferred tax liabilities 8,929   8,281
Deferred Tax Assets      
Benefit plan accruals 542   641
Asset retirement obligations and accrued environmental costs 2,339   2,891
Investments in joint ventures (Asset) 1,722   104
Other financial accruals and deferrals 777   330
Loss and credit carryforwards 8,968   2,378
Other 345   398
Total deferred tax assets 14,693   6,742
Less valuation allowance (10,214)   (3,040)
Net deferred tax assets 4,479 $ 151 3,702
Total deferred tax liabilities $ 4,450   $ 4,579
XML 120 R27.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Employee Benefit Plans
12 Months Ended
Dec. 31, 2019
Compensation And Retirement Disclosure [Abstract]  
Employee Benefit Plans
Note 18—Employee Benefit Plans
 
 
Pension and Postretirement Plans
An analysis of the projected benefit obligations
 
for our pension plans and accumulated benefit
 
obligations for
our postretirement health and life insurance plans
 
follows:
Millions of Dollars
Pension Benefits
Other Benefits
2019
2018
2019
2018
U.S.
Int’l.
U.S.
Int’l.
Change in Benefit Obligation
Benefit obligation at January 1
$
2,136
3,438
3,236
3,845
218
265
Service cost
79
69
83
81
1
1
Interest cost
79
97
99
107
8
8
Plan participant contributions
-
2
-
2
20
22
Plan amendments
-
-
-
7
-
-
Actuarial (gain) loss
278
387
(44)
(259)
27
(10)
Benefits paid
(253)
(147)
(507)
(143)
(59)
(67)
Curtailment
-
(69)
(4)
(3)
-
-
Settlement
-
-
(730)
-
-
-
Recognition of termination benefits
-
1
3
-
-
-
Foreign currency exchange rate change
-
102
-
(199)
1
(1)
Benefit obligation at December 31*
$
2,319
3,880
2,136
3,438
216
218
*Accumulated benefit obligation portion of above at
 
December 31:
$
2,161
3,594
1,969
3,066
Change in Fair Value of Plan Assets
Fair value of plan assets at January 1
$
1,336
3,358
2,541
3,647
-
-
Actual return on plan assets
273
529
(112)
(106)
-
-
Company contributions
235
464
144
156
39
45
Plan participant contributions
-
2
-
2
20
22
Benefits paid
(253)
(147)
(507)
(143)
(59)
(67)
Settlement
-
-
(730)
-
-
-
Foreign currency exchange rate change
-
100
-
(198)
-
-
Fair value of plan assets at December 31
$
1,591
4,306
1,336
3,358
-
-
Funded Status
$
(728)
426
(800)
(80)
(216)
(218)
Millions of Dollars
For both U.S. and international pensions, the
 
overall expected long-term rate of return is
 
developed from the
expected future return of each asset class, weighted
 
by the expected allocation of pension assets
 
to that asset
class.
 
We rely on a variety of independent market forecasts in developing the expected
 
rate of return for each
class of assets.
Included in accumulated other comprehensive
 
income (loss) at December 31 were the following
 
before-tax
 
amounts that had not been recognized in net
 
periodic benefit cost:
Millions of Dollars
Pension Benefits
Other Benefits
2019
2018
2019
2018
U.S.
Int’l.
U.S.
Int’l.
Unrecognized net actuarial (gain) loss
$
479
227
516
310
8
(21)
Unrecognized prior service cost (credit)
-
(2)
-
(4)
(183)
(216)
Millions of Dollars
Included in accumulated other comprehensive
 
loss at December 31, 2019, were the following
 
before-tax
amounts that are expected to be amortized into
 
net periodic benefit cost during 2020:
Millions of Dollars
Pension
Other
Benefits
Benefits
U.S.
Int’l.
Unrecognized net actuarial (gain) loss
$
50
23
1
Unrecognized prior service credit
-
(2)
(31)
For our tax-qualified pension plans with projected
 
benefit obligations in excess of plan
 
assets, the projected
benefit obligation, the accumulated benefit obligation,
 
and the fair value of plan assets were $
2,073
 
million,
$
1,919
 
million, and $
1,635
 
million, respectively, at December 31, 2019, and $
1,871
 
million, $
1,737
 
million,
and $
1,373
 
million, respectively, at December 31, 2018.
 
For our unfunded nonqualified key employee supplemental
 
pension plans, the projected benefit obligation and
the accumulated benefit obligation were $
601
 
million and $
542
 
million, respectively, at December 31, 2019,
and were $
586
 
million and $
504
 
million, respectively, at December 31, 2018.
The components of net periodic benefit cost of
 
all defined benefit plans are presented in
 
the following table:
Millions of Dollars
Pension Benefits
Other Benefits
2019
2018
2017
2019
2018
2017
U.S.
Int’l.
U.S.
Int’l.
U.S.
Int’l.
Components of Net
Periodic Benefit Cost
Service cost
$
79
69
83
81
89
77
1
1
2
Interest cost
79
97
99
107
118
103
8
8
9
Expected return on plan
assets
(74)
(138)
(114)
(155)
(132)
(158)
-
-
-
Amortization of prior
service cost (credit)
-
(2)
-
(5)
4
(6)
(33)
(35)
(36)
Recognized net actuarial
loss (gain)
54
32
53
31
69
50
(2)
(1)
(3)
Settlements
62
-
196
-
131
-
-
-
-
Net periodic benefit cost
$
200
58
317
59
279
66
(26)
(27)
(28)
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.
 
In 2018, we purchased a group annuity contract
 
from Prudential and transferred $
730
 
million of future benefit
obligations from the U.S. qualified pension plan to
 
Prudential.
 
The purchase of the group annuity contract
 
was
funded directly by plan assets of the U.S. qualified
 
pension plan.
 
Effective January 1, 2019, the Cash Balance
Account (Title II) of the ConocoPhillips Retirement Plan,
 
a U.S. qualified pension plan, was closed to new
entrants.
 
New employees and rehires on or after January
 
1, 2019, and employees that elected to opt out of
Title II will no longer receive pay credits to their Cash Balance
 
Account and instead will be eligible for a
Company Retirement Contribution (CRC) as
 
described in the Defined Contribution Plans section.
 
We recognized pension settlement losses of $
62
 
million in 2019, $
196
 
million in 2018, and $
131
 
million in
2017 as lump-sum benefit payments from certain
 
U.S. pension plans exceeded the sum of service
 
and interest
costs for those plans and led to recognition of settlement
 
losses.
 
The sale of two ConocoPhillips U.K. subsidiaries
 
completed during the third quarter of 2019 led
 
to a
significant reduction of future services of active
 
employees in certain international pension
 
plans, resulting in a
curtailment.
 
In conjunction with the recognition of the curtailment,
 
the fair market values of pension plan
assets were updated, the pension benefit obligation
 
was remeasured, and the net pension asset
 
decreased by
$
43
 
million, resulting in a corresponding decrease
 
to other comprehensive income.
 
This is primarily a result of
a decrease in the discount rate from
2.90
 
percent at December 31, 2018 to
1.80
 
percent at September 30, 2019
offset by a decrease in the pension benefit obligation from
 
curtailment.
 
In determining net pension and other postretirement
 
benefit costs, we amortize prior service costs
 
on a straight-
line basis over the average remaining service period
 
of employees expected to receive benefits
 
under the plan.
 
For net actuarial gains and losses, we amortize
10
 
percent of the unamortized balance each year.
 
We have multiple nonpension postretirement benefit plans for health and life insurance.
 
The health care plans
are contributory and subject to various cost sharing
 
features, with participant and company contributions
adjusted annually; the life insurance plans are
 
noncontributory.
 
The measurement of the U.S. pre-65 retiree
medical accumulated postretirement benefit
 
obligation assumes a health care cost trend rate
 
of
7
 
percent in
2020 that declines to
5
 
percent by
2028
.
 
The measurement of the U.S. post-65 retiree
 
medical accumulated
postretirement benefit obligation assumes an ultimate
 
health care cost trend rate of
4
 
percent achieved in 2020
that increases to
5
 
percent by
2028
.
 
A one-percentage-point change in the assumed
 
health care cost trend rate
would be immaterial to ConocoPhillips.
Plan Assets
—We follow a policy of broadly diversifying pension plan assets across asset
 
classes and
individual holdings.
 
As a result, our plan assets have no significant
 
concentrations of credit risk.
 
Asset classes
that are considered appropriate include U.S. equities,
 
non-U.S. equities, U.S. fixed income, non-U.S. fixed
income, real estate and private equity investments.
 
Plan fiduciaries may consider and add other
 
asset classes to
the investment program from time to time.
 
The target allocations for plan assets are
37
 
percent equity
securities,
56
 
percent debt securities,
6
 
percent real estate and
1
 
percent other.
 
Generally, the plan investments
are publicly traded, therefore minimizing liquidity
 
risk in the portfolio.
 
 
The following is a description of the valuation methodologies
 
used for the pension plan assets.
 
There have
been no changes in the methodologies used at
 
December 31, 2019 and 2018.
 
Fair values of equity securities and government
 
debt securities categorized in Level 1 are primarily
based on quoted market prices in active markets
 
for identical assets and liabilities.
 
Fair values of corporate debt securities, agency and
 
mortgage-backed securities and government
 
debt
securities categorized in Level 2 are estimated
 
using recently executed transactions and quoted market
prices for similar assets and liabilities in
 
active markets and for identical assets and liabilities
 
in
markets that are not active.
 
If there have been no market transactions
 
in a particular fixed income
security, its fair value is calculated by pricing models that benchmark the security
 
against other
securities with actual market prices.
 
When observable quoted market prices are not
 
available, fair
value is based on pricing models that use something
 
other than actual market prices (e.g., observable
inputs such as benchmark yields, reported trades and
 
issuer spreads for similar securities), and these
securities are categorized in Level 3 of the fair
 
value hierarchy.
 
 
Fair values of investments in common/collective
 
trusts are determined by the issuer of each fund
based on the fair value of the underlying assets.
 
Fair values of mutual funds are based on quoted
 
market prices, which represent the net asset
 
value of
shares held.
 
Time deposits are valued at cost, which approximates fair
 
value.
 
Cash is valued at cost, which approximates fair
 
value.
 
Fair values of international cash equivalents
categorized in Level 2 are valued using observable
 
yield curves, discounting and interest
 
rates.
 
U.S.
cash balances held in the form of short-term
 
fund units that are redeemable at the measurement
 
date
are categorized as Level 2.
 
Fair values of exchange-traded derivatives classified
 
in Level 1 are based on quoted market prices.
 
For other derivatives classified in Level 2, the values
 
are generally calculated from pricing models
with market input parameters from third-party
 
sources.
 
Fair values of insurance contracts are valued at the
 
present value of the future benefit payments owed
by the insurance company to the plans’ participants.
 
Fair values of real estate investments are valued
 
using real estate valuation techniques
 
and other
methods that include reference to third-party sources
 
and sales comparables where available.
 
A portion of U.S. pension plan assets is held as
 
a participating interest in an insurance
 
annuity
contract, which is calculated as the market value
 
of investments held under this contract, less
 
the
accumulated benefit obligation covered by the
 
contract.
 
The participating interest is classified as
Level 3 in the fair value hierarchy as the fair value
 
is determined via a combination of quoted
 
market
prices, recently executed transactions, and
 
an actuarial present value computation for
 
contract
obligations.
 
At December 31, 2019, the participating interest
 
in the annuity contract was valued at
$
95
 
million and consisted of $
235
 
million in debt securities, less $
140
 
million for the accumulated
benefit obligation covered by the contract.
 
At December 31, 2018, the participating interest
 
in the
annuity contract was valued at $
84
 
million and consisted of $
228
 
million in debt securities, less
 
$
144
million for the accumulated benefit obligation
 
covered by the contract.
 
The net change from 2018 to
2019 is due to an increase in the fair value of the
 
underlying investments of $
7
 
million offset by a
decrease in the present value of the contract obligation
 
of $
4
 
million.
 
The participating interest is not
available for meeting general pension benefit
 
obligations in the near term.
 
No future company
contributions are required and no new benefits
 
are being accrued under this insurance annuity
contract.
The fair values of our pension plan assets at
 
December 31, by asset class were as follows:
Millions of Dollars
U.S.
International
Level 1
Level 2
Level 3
Total
Level 1
Level 2
Level 3
Total
2019
Equity securities
U.S.
$
94
-
7
101
435
-
-
435
International
98
-
-
98
266
-
-
266
Mutual funds
93
-
-
93
245
267
-
512
Debt securities
Government
-
-
-
-
1,412
-
-
1,412
Corporate
-
2
-
2
-
-
-
-
Mutual funds
-
-
-
-
392
-
-
392
Cash and cash equivalents
-
-
-
-
98
-
-
98
Derivatives
-
-
-
-
11
-
-
11
Real estate
-
-
-
-
-
-
132
132
Total in fair value hierarchy
$
285
2
7
294
2,859
267
132
3,258
Investments measured at net asset value*
Equity securities
Common/collective trusts
$
-
-
-
457
-
-
-
167
Debt securities
Common/collective trusts
-
-
-
637
-
-
-
760
Cash and cash equivalents
-
-
-
25
-
-
-
-
Real estate
-
-
-
83
-
-
-
112
Total**
$
285
2
7
1,496
2,859
267
132
4,297
 
*In accordance with FASB ASC Topic
 
715, “Compensation—Retirement Benefits,” certain investments that are to be measured at fair value
 
 
using the net asset value per share (or its equivalent) practical expedient
 
have not been classified in the fair value hierarchy.
 
The fair value
 
 
amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Change in
 
Fair Value of Plan Assets.
**Excludes the participating interest in the insurance annuity contract with a
 
net asset of $
95
 
million and net receivables related to security
 
 
transactions of $
9
 
million.
The fair values of our pension plan assets at
 
December 31, by asset class were as follows:
Millions of Dollars
U.S.
International
Level 1
Level 2
Level 3
Total
Level 1
Level 2
Level 3
Total
2018
Equity securities
U.S.
$
74
-
20
94
371
-
-
371
International
80
-
-
80
241
-
-
241
Mutual funds
76
-
-
76
213
181
-
394
Debt securities
Government
-
-
-
-
889
-
-
889
Corporate
-
2
-
2
-
-
-
-
Mutual funds
-
-
-
-
363
-
-
363
Cash and cash equivalents
-
-
-
-
71
-
-
71
Time deposits
-
-
-
-
6
-
-
6
Derivatives
-
-
-
-
(17)
-
-
(17)
Real estate
-
-
-
-
-
-
124
124
Total in fair value hierarchy
$
230
2
20
252
2,137
181
124
2,442
Investments measured at net asset value*
Equity securities
Common/collective trusts
$
-
-
-
364
-
-
-
153
Debt securities
Common/collective trusts
-
-
-
548
-
-
-
641
Cash and cash equivalents
-
-
-
5
-
-
-
-
Real estate
-
-
-
80
-
-
-
109
Total**
$
230
2
20
1,249
2,137
181
124
3,345
 
*In accordance with FASB ASC Topic
 
715, “Compensation—Retirement Benefits,” certain investments that are to be measured at fair value
 
 
using the net asset value per share (or its equivalent) practical expedient
 
have not been classified in the fair value hierarchy.
 
The fair value
 
 
amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Change in
 
 
Fair Value of Plan Assets.
**Excludes the participating interest in the insurance annuity contract with a
 
net asset of $
84
 
million and net receivables related to security
 
 
transactions of $
16
 
million.
Level 3 activity was not material for all
 
periods.
 
Our funding policy for U.S. plans is to contribute
 
at least the minimum required by the Employee
 
Retirement
Income Security Act of 1974 and the Internal
 
Revenue Code of 1986, as amended.
 
Contributions to foreign
plans are dependent upon local laws and tax regulations.
 
In 2020, we expect to contribute approximately $
350
million to our domestic qualified and nonqualified
 
pension and postretirement benefit plans and $
90
 
million to
our international qualified and nonqualified
 
pension and postretirement benefit plans.
The following benefit payments, which are exclusive
 
of amounts to be paid from the insurance annuity
 
contract
and which reflect expected future service, as appropriate,
 
are expected to be paid:
Millions of Dollars
Pension
Other
Benefits
Benefits
U.S.
Int’l.
2020
$
447
150
32
2021
270
156
29
2022
250
158
27
2023
217
163
24
2024
220
170
22
2025–2029
822
927
64
Severance Accrual
The following table summarizes our severance accrual
 
activity for the year ended December 31, 2019:
Millions of Dollars
Of the remaining balance at December 31, 2019,
 
$
5
 
million is classified as short-term.
Defined Contribution Plans
 
Most U.S. employees are eligible to participate
 
in the ConocoPhillips Savings Plan (CPSP).
 
Employees can
deposit up to
75
 
percent of their eligible pay, subject to statutory limits, in the CPSP to
 
a choice of
approximately
17
 
investment options.
 
Employees who participate in the CPSP and contribute
1
 
percent of
their eligible pay receive a
6
 
percent company cash match with a potential
 
company discretionary cash
contribution of up to
6
 
percent.
 
Effective January 1, 2019, new employees, rehires, and
 
employees that elected
to opt out of Title II are eligible to receive a CRC of
6
 
percent of eligible pay into their CPSP.
 
After
three
years
 
of service with the company, the employee is
100
 
percent vested in any CRC.
 
Company contributions
charged to expense for the CPSP and predecessor plans
 
were $
82
 
million in 2019, $
82
 
million in 2018, and
$
77
 
million in 2017.
We have several defined contribution plans for our international employees, each
 
with its own terms and
eligibility depending on location.
 
Total compensation expense recognized for these international plans was
approximately $
30
 
million in 2019, $
31
 
million in 2018, and $
35
 
million in 2017.
Share-Based Compensation Plans
 
The 2014 Omnibus Stock and Performance Incentive
 
Plan of ConocoPhillips (the Plan) was approved
 
by
shareholders in May 2014.
 
Over its
10
-year life, the Plan allows the issuance of
 
up to
79
 
million shares of our
common stock for compensation to our employees
 
and directors; however, as of the effective date of the Plan,
(i) any shares of common stock available for future
 
awards under the prior plans and (ii)
 
any shares of common
stock represented by awards granted under the prior
 
plans that are forfeited, expire or are cancelled
 
without
delivery of shares of common stock or which result
 
in the forfeiture of shares of common stock
 
back to the
company shall be available for awards under the
 
Plan, and no new awards shall be granted under
 
the prior
plans.
 
Of the 79 million shares available for issuance
 
under the Plan, no more than
40
 
million shares of
common stock are available for incentive stock
 
options.
 
The Human Resources and Compensation Committee
of our Board of Directors is authorized to determine
 
the types, terms, conditions and limitations
 
of awards
granted.
 
Awards may be granted in the form of, but not limited to, stock options, restricted stock units
 
and
performance share units to employees and non-employee
 
directors who contribute to the company’s continued
success and profitability.
 
Total share-based compensation expense is measured using the grant date fair value
 
for our equity-classified
awards and the settlement date fair value for our
 
liability-classified awards.
 
We recognize share-based
compensation expense over the shorter of the service
 
period (i.e., the stated period of time required
 
to earn the
award); or the period beginning at the start of the
 
service period and ending when an employee
 
first becomes
eligible for retirement, but not less than six months,
 
as this is the minimum period of time
 
required for an
award to not be subject to forfeiture.
 
Our share-based compensation programs generally
 
provide accelerated
vesting (i.e., a waiver of the remaining period of service
 
required to earn an award) for awards held
 
by
employees at the time of their retirement.
 
Some of our share-based awards vest ratably (i.e., portions
 
of the
award vest at different times) while some of our awards
 
cliff vest (i.e., all of the award vests at the same time).
 
We recognize expense on a straight-line basis over the service period for the entire
 
award, whether the award
was granted with ratable or cliff vesting.
Compensation Expense
—Total share-based compensation expense recognized in income (loss) and the
associated tax benefit for the years ended
 
December 31 were as follows:
Millions of Dollars
2019
2018
2017
Compensation cost
$
274
265
227
Tax benefit
71
64
76
Stock Options
Stock options granted under the provisions of the Plan and prior plans permit purchase of our
common stock at exercise prices equivalent to the average fair market value of ConocoPhillips common stock
on the date the options were granted. The options have terms of 10 years and generally vest ratably, with one-
third of the options awarded vesting and becoming exercisable on each anniversary date following the date of
grant. Options awarded to certain employees already eligible for retirement vest within six months of the grant
date, but those options do not become exercisable until the end of the normal vesting period. Beginning in
2018, stock option grants were discontinued and replaced with three-year, time-vested restricted stock units
which generally will be cash-settled.
The fair market values of the options granted in
 
2017 were measured on the date of grant
 
using the
Black-Scholes-Merton option-pricing model.
 
The weighted-average assumptions used were as follows:
2017
Assumptions used
Risk-free interest rate
2.24
%
Dividend yield
4.00
%
Volatility
 
factor
28.12
%
Expected life (years)
6.39
There were no ranges in the assumptions used to
 
determine the fair market values of our options
 
granted in
2017.
 
We believe our historical volatility for periods prior to the 2012 separation of our
 
Downstream businesses is no
longer relevant in estimating expected volatility.
 
For 2017,
 
expected volatility was based on the weighted-
average blend of the company’s historical stock price volatility from
 
May 1, 2012 (the date of separation of our
Downstream businesses) through the stock option
 
grant date and the average historical
 
stock price volatility of
a group of peer companies for the expected term
 
of the options.
The following summarizes our stock option activity
 
for the year ended December 31, 2019:
Millions of Dollars
Weighted-Average
Aggregate
Options
Exercise Price
Intrinsic Value
Outstanding at December 31, 2018
19,379,677
$
52.88
$
214
Exercised
(1,339,480)
36.28
39
Forfeited
-
Expired or cancelled
-
Outstanding at December 31, 2019
18,040,197
$
54.11
$
206
Vested at December 31, 2019
17,922,026
$
54.14
$
205
Exercisable at December 31, 2019
17,172,815
$
54.33
$
194
The weighted-average remaining contractual term
 
of outstanding options, vested options and exercisable
options at December 31, 2019, was
4.43
 
years,
4.41
 
years and
4.29
 
years, respectively.
 
The weighted-average
grant date fair value of stock option awards granted
 
during 2017 was $
9.18
.
 
The aggregate intrinsic value of
options exercised was $
94
 
million in 2018 and $
4
 
million in 2017.
 
 
During 2019, we received $
49
 
million in cash and realized a tax benefit
 
of $
13
 
million from the exercise of
options.
 
At December 31, 2019, the remaining unrecognized
 
compensation expense from unvested options
was
zero
.
Stock Unit Program—
Generally, restricted stock units are granted annually under the provisions of the Plan
and vest in an aggregate installment on the third anniversary of the grant date. In addition, restricted stock
units granted under the Plan for a variable long-term incentive program vest ratably in three equal annual
installments beginning on the first anniversary of the grant date. Restricted stock units are also granted ad hoc
to attract or retain key personnel, and the terms and conditions under which these restricted stock units vest
vary by award
.
 
Stock-Settled
Upon vesting, these restricted stock units are settled by issuing one share of ConocoPhillips common stock per
unit. Units awarded to retirement eligible employees vest six months from the grant date; however, those units
are not issued as common stock until the earlier of separation from the company or the end of the regularly
scheduled vesting period. Until issued as stock, most recipients of the restricted stock units receive a quarterly
cash payment of a dividend equivalent that is charged to retained earnings. The grant date fair market value of
these restricted stock units is deemed equal to the average ConocoPhillips stock price on the grant date. The
grant date fair market value of units that do not receive a dividend equivalent while unvested is deemed equal
to the average ConocoPhillips stock price on the grant date, less the net present value of the dividends that will
not be received
.
 
The following summarizes our stock-settled stock
 
unit activity for the year ended December
 
31, 2019:
Weighted-Average
Millions of Dollars
Stock Units
Grant Date Fair Value
Total Fair Value
Outstanding at December 31, 2018
7,546,973
$
43.41
Granted
2,045,503
67.77
Forfeited
(99,748)
62.93
Issued
(3,269,682)
34.32
$
225
Outstanding at December 31, 2019
6,223,046
$
55.99
Not Vested at December 31, 2019
4,185,141
56.17
At December 31, 2019,
 
the remaining unrecognized compensation
 
cost from the unvested stock-settled units
was $
93
 
million, which will be recognized over
 
a weighted-average period of
1.71
 
years, the longest period
being
2.73
 
years.
 
The weighted-average grant date fair value
 
of stock unit awards granted during 2018 and
2017 was $
52.45
 
and $
48.77
, respectively.
 
The total fair value of stock units issued during
 
2018 and 2017 was
$
154
 
million and $
159
 
million, respectively.
 
Cash-Settled
Beginning in 2018, cash-settled executive restricted stock units replaced the stock option program. These
restricted stock units, subject to elections to defer, will be settled in cash equal to the fair market value of a
share of ConocoPhillips common stock per unit on the settlement date and are classified as liabilities on the
balance sheet. Units awarded to retirement eligible employees vest six months from the grant date; however,
those units are not settled until the earlier of separation from the company or the end of the regularly scheduled
vesting period. Compensation expense is initially measured using the average fair market value of
ConocoPhillips common stock and is subsequently adjusted, based on changes in the ConocoPhillips stock
price through the end of each subsequent reporting period, through the settlement date. Recipients receive an
accrued reinvested dividend equivalent that is charged to compensation expense. The accrued reinvested
dividend is paid at the time of settlement, subject to the terms and conditions of the award.
The following summarizes our cash-settled stock
 
unit activity for the year ended December 31, 2019:
Weighted-Average
Millions of Dollars
Stock Units
Grant Date Fair Value
Total Fair Value
Outstanding at December 31, 2018
376,608
$
62.21
Granted
319,552
68.20
Forfeited
(6,914)
61.35
Issued
(92,255)
61.61
$
6
Outstanding at December 31, 2019
596,991
$
64.54
Not Vested at December 31, 2019
153,457
64.54
At December 31, 2019,
 
the remaining unrecognized compensation
 
cost from the unvested cash-settled units
was $
5
 
million, which will be recognized over a
 
weighted-average period of
1.70
 
years, the longest period
being
2.12
 
years.
 
The weighted-average grant date fair value
 
of stock unit awards granted during 2018
 
was
$
53.68
.
 
The total fair value of stock units issued during
 
2018 was $
1
 
million.
 
 
Performance Share Program
—Under the Plan, we also annually grant restricted
 
performance share units
(PSUs) to senior management.
 
These PSUs are authorized three years prior to
 
their effective grant date (the
performance period).
 
Compensation expense is initially measured
 
using the average fair market value of
ConocoPhillips common stock and is subsequently
 
adjusted, based on changes in the ConocoPhillips
 
stock
price through the end of each subsequent reporting
 
period, through the grant date for stock-settled
 
awards and
the settlement date for cash-settled awards.
 
 
Stock-Settled
For performance periods beginning before 2009, PSUs do not vest until the employee becomes eligible for
retirement by reaching age 55 with five years of service, and restrictions do not lapse until the employee
separates from the company. With respect to awards for performance periods beginning in 2009 through 2012,
PSUs do not vest until the earlier of the date the employee becomes eligible for retirement by reaching age 55
with five years of service or five years after the grant date of the award, and restrictions do not lapse until the
earlier of the employee’s separation from the company or five years after the grant date (although recipients
can elect to defer the lapsing of restrictions until separation). We recognize compensation expense for these
awards beginning on the grant date and ending on the date the PSUs are scheduled to vest. Since these awards
are authorized three years prior to the grant date, for employees eligible for retirement by or shortly after the
grant date, we recognize compensation expense over the period beginning on the date of authorization and
ending on the date of grant. Until issued as stock, recipients of the PSUs receive a quarterly cash payment of a
dividend equivalent that is charged to retained earnings. Beginning in 2013, PSUs authorized for future grants
will vest, absent employee election to defer, upon settlement following the conclusion of the three-year
performance period. We recognize compensation expense over the period beginning on the date of
authorization and ending on the conclusion of the performance period. PSUs are settled by issuing one share
of ConocoPhillips common stock per unit.
The following summarizes our stock-settled Performance
 
Share Program activity for the year ended
December 31, 2019:
Weighted-Average
Millions of Dollars
Stock Units
Grant Date Fair Value
Total Fair Value
Outstanding at December 31, 2018
2,335,542
$
50.45
Granted
77,841
68.90
Forfeited
-
Issued
(388,559)
53.66
$
25
Outstanding at December 31, 2019
2,024,824
$
50.55
Not Vested at December 31, 2019
15,616
$
47.80
At December 31, 2019,
 
the remaining unrecognized compensation
 
cost from unvested stock-settled
performance share awards was
zero
.
 
The weighted-average grant date fair value of
 
stock-settled PSUs granted
during 2018 and 2017 was $
53.28
 
and $
49.76
, respectively.
 
The total fair value of stock-settled PSUs issued
during 2018 and 2017 was $
29
 
million and $
57
 
million, respectively.
 
Cash-Settled
In connection with and immediately following the
 
separation of our Downstream businesses
 
in 2012, grants of
new PSUs, subject to a shortened performance
 
period, were authorized.
 
Once granted, these PSUs vest, absent
employee election to defer, on the earlier of five years after
 
the grant date of the award or the date the
employee becomes eligible for retirement.
 
For employees eligible for retirement by or shortly
 
after the grant
date, we recognize compensation expense
 
over the period beginning on the date of authorization
 
and ending on
the date of grant.
 
Otherwise, we recognize compensation expense
 
beginning on the grant date and ending on
the date the PSUs are scheduled to vest.
 
These PSUs are settled in cash equal to the fair
 
market value of a
share of ConocoPhillips common stock per unit
 
on the settlement date and thus are classified
 
as liabilities on
the balance sheet.
 
Until settlement occurs, recipients of the PSUs receive
 
a quarterly cash payment of a
dividend equivalent that is charged to compensation expense.
 
Beginning in 2013, PSUs authorized for future grants
 
will vest upon settlement following the conclusion
 
of the
three-year performance period.
 
We recognize compensation expense over the period beginning on the date of
authorization and ending at the conclusion of
 
the performance period.
 
These PSUs will be settled in cash equal
to the fair market value of a share of ConocoPhillips
 
common stock per unit on the settlement date
 
and are
classified as liabilities on the balance sheet.
 
For performance periods beginning before
 
2018, during the
performance period, recipients of the PSUs do
 
not receive a quarterly cash payment of a dividend
 
equivalent,
but after the performance period ends, until
 
settlement in cash occurs, recipients of the PSUs
 
receive a
quarterly cash payment of a dividend equivalent
 
that is charged to compensation expense.
 
For the performance
period beginning in 2018, recipients of the PSUs
 
receive an accrued reinvested dividend equivalent
 
that is
charged to compensation expense.
 
The accrued reinvested dividend is paid at
 
the time of settlement, subject to
the terms and conditions of the award.
The following summarizes our cash-settled Performance
 
Share Program activity for the year ended
December 31, 2019:
Weighted-Average
Millions of Dollars
Stock Units
Grant Date Fair Value
Total Fair Value
Outstanding at December 31, 2018
1,131,007
$
62.21
Granted
1,958,043
68.90
Forfeited
-
Settled
(2,479,776)
69.10
$
171
Outstanding at December 31, 2019
609,274
$
64.54
Not Vested at December 31, 2019
38,487
$
64.54
At December 31, 2019,
 
the remaining unrecognized compensation
 
cost from unvested cash-settled
performance share awards was
zero
.
 
The weighted-average grant date fair value of
 
cash-settled PSUs granted
during 2018 and 2017 was $
53.28
 
and $
49.76
, respectively.
 
The total fair value of cash-settled performance
share awards settled during 2018 and 2017
 
was $
22
 
million and $
24
 
million, respectively.
 
From inception of the Performance Share Program
 
through 2013, approved PSU awards
 
were granted after the
conclusion of performance periods.
 
Beginning in February 2014, initial target PSU awards are issued near the
beginning of new performance periods. These initial target PSU awards will terminate at the end of the
performance periods and will be settled after the performance periods have ended. Also in 2014, initial target
PSU awards were issued for open performance periods that began in prior years. For the open performance
period beginning in 2012, the initial target PSU awards terminated at the end of the three-year performance
period and were replaced with approved PSU awards. For the open performance period beginning in 2013, the
initial target PSU awards terminated at the end of the three-year performance period and were settled after the
performance period ended.
There is no effect on recognition of compensation expense.
Other
—In addition to the above active programs,
 
we have outstanding shares of restricted stock and
 
restricted
stock units that were either issued as part of
 
our non-employee director compensation program
 
for current and
former members of the company’s Board of Directors or as part of an executive
 
compensation program that
has been discontinued.
 
Generally, the recipients of the restricted shares or units receive a quarterly dividend
 
or
dividend equivalent.
The following summarizes the aggregate activity
 
of these restricted shares and units for the
 
year ended
December 31, 2019:
Weighted-Average
Millions of Dollars
Stock Units
Grant Date Fair Value
Total Fair Value
Outstanding at December 31, 2018
1,107,315
$
46.57
Granted
64,063
63.58
Cancelled
(2,307)
23.73
Issued
(177,163)
49.23
$
11
Outstanding at December 31, 2019
991,908
$
47.24
At December 31, 2019, all outstanding restricted
 
stock and restricted stock units were fully vested
 
and there
was
no
 
remaining compensation cost to be recorded.
 
The weighted-average grant date fair value of awards
granted during 2018 and 2017 was $
62.01
 
and $
48.87
, respectively.
 
The total fair value of awards issued
during 2018 and 2017 was $
17
 
million and $
4
 
million, respectively.
 
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Derivative and Financial Instruments
12 Months Ended
Dec. 31, 2019
Derivative and Financial Instruments [Abstract]  
Derivative and Financial Instruments
Note 14—Derivative and Financial 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
2019
2018
Assets
Prepaid expenses and other current assets
$
288
410
Other assets
34
40
Liabilities
Other accruals
283
370
Other liabilities and deferred credits
28
30
The gains (losses) from commodity derivatives
 
incurred, and the line items where they appear
 
on our
consolidated income statement were:
Millions of Dollars
2019
2018
2017
Sales and other operating revenues
$
141
45
77
Other income
4
7
-
Purchased commodities
(118)
(41)
(61)
The table below summarizes our material net exposures
 
resulting from outstanding commodity
 
derivative
contracts:
Open Position
Long/(Short)
2019
2018
Commodity
Natural gas and power (billions of cubic feet equivalent)
Fixed price
(5)
(17)
Basis
(23)
(1)
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
2019
2018
Assets
Prepaid expenses and other current assets
$
1
7
Liabilities
Other accruals
20
6
Other liabilities and deferred credits
8
-
The losses from foreign currency exchange derivatives
 
incurred and the line item where they appear
 
on our
consolidated income statement were:
Millions of Dollars
2019
2018
2017
Foreign currency transaction losses
$
16
1
13
We had the following net notional position of outstanding foreign currency exchange
 
derivatives:
In Millions
Notional Currency
2019
2018
Foreign Currency Exchange Derivatives
Sell U.S. dollar, buy British pound
USD
-
805
Sell British pound, buy other currencies*
GBP
-
21
Buy British pound, sell euro
GBP
4
-
Sell Canadian dollar, buy U.S. dollar
CAD
1,337
1,242
*Primarily euro and Norwegian krone.
In December 2017, we entered into foreign exchange zero cost collars buying the right to sell $1.25 billion
CAD at $0.707 CAD and selling the right to buy $1.25 billion CAD at $0.842 CAD against the U.S. dollar.
The collar expired during the second quarter of 2019 and we entered into new foreign currency exchange
forward contracts to sell $1.35 billion CAD at $0.748 CAD against the U.S. dollar.
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.
 
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:
Carrying Amount
The following table reflects our investments
 
in debt securities classified as available
 
for sale at December 31,
2019 which are carried at fair value:
Millions of Dollars
Carrying Amount
Cash and
Cash
Equivalents
Short-Term
Investments
Investments
and Long-
Term
Receivables
Corporate Bonds
Remaining maturities within one year
$
1
59
-
Remaining maturities greater than one year through
 
five years
-
-
99
Commercial Paper
Remaining maturities within one year
8
30
-
U.S. Government Obligations
Remaining maturities within one year
-
10
-
Remaining maturities greater than one year through
 
five years
-
-
15
Asset-backed Securities
Remaining maturities greater than one year through
 
five years
-
-
19
$
9
99
133
The following table summarizes the amortized
 
cost basis and fair value of investments in
 
debt securities
classified as available for sale at December 31,
 
2019:
Millions of Dollars
Amortized Cost
Basis
Fair Value
Major Security Type
Corporate bonds
$
159
159
Commercial paper
38
38
U.S. government obligations
25
25
Asset-backed securities
19
19
$
241
241
Gross unrealized gains and gross unrealized losses
 
included in other comprehensive income related
 
to
investments in debt securities classified as available
 
for sale as of December 31, 2019, were negligible.
 
There were no other-than-temporary impairments
 
recognized in earnings or in other comprehensive
 
income
during the year ended December 31, 2019.
 
Gross realized gains and gross realized losses
 
included in earnings from sales and redemptions
 
of investments
in debt securities classified as available for sale
 
during the year ended December 31, 2019,
 
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
 
obligations, and asset-backed securities.
 
 
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 primarily 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 on December 31, 2019 and
 
December 31, 2018, was $
79
 
million and $
62
 
million,
respectively.
 
For these instruments,
no collateral
 
was posted as of December 31, 2019 or December 31,
 
2018.
 
If our credit rating had been downgraded below
 
investment grade on December 31, 2019,
 
we would be
required to post $
76
 
million of additional collateral, either with
 
cash or letters of credit.
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Employee Benefit Plans - Components of Net Periodic Benefit Cost (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Pension Plans Defined Benefit [Member] | U.S.      
Net periodic benefit cost of all defined benefit plans      
Service cost $ 79 $ 83 $ 89
Interest cost 79 99 118
Expected return on plan assets (74) (114) (132)
Amortization of prior service cost (credit) 0 0 4
Recognized net actuarial loss (gain) 54 53 69
Pension settlement losses 62 196 131
Net periodic benefit cost 200 317 279
Pension Plans Defined Benefit [Member] | Foreign Plan [Member]      
Net periodic benefit cost of all defined benefit plans      
Service cost 69 81 77
Interest cost 97 107 103
Expected return on plan assets (138) (155) (158)
Amortization of prior service cost (credit) (2) (5) (6)
Recognized net actuarial loss (gain) 32 31 50
Pension settlement losses 0 0 0
Net periodic benefit cost 58 59 66
Other Postretirement Benefit Plans, Defined Benefit [Member]      
Net periodic benefit cost of all defined benefit plans      
Service cost 1 1 2
Interest cost 8 8 9
Expected return on plan assets 0 0 0
Amortization of prior service cost (credit) (33) (35) (36)
Recognized net actuarial loss (gain) (2) (1) (3)
Pension settlement losses 0 0 0
Net periodic benefit cost $ (26) $ (27) $ (28)
XML 123 R113.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Employee Benefit Plans - Change in Benefit Obligations (Details) (Parenthetical) - Pension Plans Defined Benefit [Member] - USD ($)
$ in Millions
Dec. 31, 2019
Dec. 31, 2018
U.S.    
Defined Benefit Plan Disclosure [Line Items]    
Accumulated benefit obligation $ 2,161 $ 1,969
Foreign Plan [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Accumulated benefit obligation $ 3,594 $ 3,066
XML 124 R19.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Asset Retirement Obligations and Accrued Environmental Costs
12 Months Ended
Dec. 31, 2019
Asset Retirement Obligation Disclosure [Abstract]  
Asset Retirement Obligations and Accrued Environmental Costs
Note 10—Asset Retirement Obligations and Accrued
 
Environmental Costs
 
Asset retirement obligations and accrued environmental
 
costs at December 31 were:
Millions of Dollars
2019
2018
Asset retirement obligations
$
6,206
7,908
Accrued environmental costs
171
178
Total asset retirement obligations and accrued environmental costs
6,377
8,086
Asset retirement obligations and accrued environmental
 
costs due within one year*
(1,025)
(398)
Long-term asset retirement obligations and accrued
 
environmental costs
$
5,352
7,688
*Classified as a current liability on the balance sheet under “Other accruals.” $
741
 
million relates to assets which are held for sale as of
December 31, 2019. For additional information see Note 5—Asset Acquisitions
 
and Dispositions.
Asset Retirement Obligations
We record the fair value of a liability for an ARO when it is incurred (typically when
 
the asset is installed at
the production location).
 
When the liability is initially recorded,
 
we capitalize the associated asset retirement
cost by increasing the carrying amount of the related
 
PP&E.
 
If, in subsequent periods, our estimate
 
of this
liability changes, we will record an adjustment
 
to both the liability and PP&E.
 
Over time, the liability
increases for the change in its present value,
 
while the capitalized cost depreciates over the
 
useful life of the
related asset.
 
 
We have numerous AROs we are required to perform under law or contract once
 
an asset is permanently taken
out of service.
 
Most of these obligations are not expected
 
to be paid until several years, or decades, in
 
the
future and will be funded from general company
 
resources at the time of removal.
 
Our largest individual
obligations involve plugging and abandonment
 
of wells and removal and disposal of offshore oil
 
and gas
platforms around the world, as well as oil and
 
gas production facilities and pipelines in Alaska.
During 2019 and 2018, our overall ARO changed
 
as follows:
Millions of Dollars
2019
2018
Balance at January 1
$
7,908
7,798
Accretion of discount
322
348
New obligations
155
657
Changes in estimates of existing obligations
50
(266)
Spending on existing obligations
(229)
(228)
Property dispositions
(1,920)
(161)
Foreign currency translation
(80)
(240)
Balance at December 31
$
6,206
7,908
Accrued Environmental Costs
Total accrued environmental costs at December 31, 2019 and 2018, were $
171
 
million and $
178
 
million,
respectively.
 
 
We had accrued environmental costs of $
112
 
million and $
100
 
million at December 31, 2019 and 2018,
respectively, related to remediation activities in the U.S. and Canada.
 
We had also accrued in Corporate and
Other $
47
 
million and $
67
 
million of environmental costs associated
 
with sites no longer in operation at
December 31, 2019 and 2018, respectively.
 
In addition, $
12
 
million and $
11
 
million were included at both
December 31, 2019 and 2018, respectively, where the company has been
 
named a potentially responsible party
under the Federal Comprehensive Environmental
 
Response, Compensation and Liability
 
Act, or similar state
laws.
 
Accrued environmental liabilities are expected to
 
be paid over periods extending up to
30
 
years.
 
Expected expenditures for environmental obligations
 
acquired in various business combinations
 
are discounted
using a weighted-average
5
 
percent discount factor, resulting in an accrued balance for acquired
 
environmental
liabilities of $
97
 
million at December 31, 2019.
 
The expected future undiscounted payments
 
related to the
portion of the accrued environmental costs that
 
have been discounted are: $
10
 
million in 2020, $
7
 
million in
2021, $
10
 
million in 2022, $
3
 
million in 2023, $
2
 
million in 2024, and $
108
 
million for all future years
after 2024.
XML 125 R125.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Employee Benefit Plans - Other Plan Narrative (Details)
shares in Millions, $ in Millions
12 Months Ended
Dec. 31, 2019
USD ($)
shares
Dec. 31, 2018
USD ($)
Dec. 31, 2017
USD ($)
Share-based Compensation Plan      
Defined Benefit Plan Disclosure [Line Items]      
Share Based Compensation Plan, number of shares authorized | shares 79    
Other Postretirement Benefit Plans, Defined Benefit [Member] | Share-based Compensation Plan      
Defined Benefit Plan Disclosure [Line Items]      
Deferred Compensation Arrangement with Individual, Maximum Contractual Term 10 years    
U.S.      
Defined Benefit Plan Disclosure [Line Items]      
Defined Contribution Plan Maximum Annual Contributions Per Employee Percent 75.00%    
Number Of Investment Funds In Which Employee Can Contribute [Member] (17)    
Defined Contribution Plan, Employer Matching Contribution, Percent 1.00%    
Defined Contribution Plan Employer Matching Contribution Percent Of Match 6.00%    
Employer Matching Discretionary Contribution Percent 6.00%    
Company contributions charged to expense for defined contribution plan | $ $ 82 $ 82 $ 77
U.S. | cop_IncentiveStockOptionsMember [Member]      
Defined Benefit Plan Disclosure [Line Items]      
Share Based Compensation Plan, number of shares authorized | shares 40    
U.S. | Company Retirement Contribution (CRC)      
Defined Benefit Plan Disclosure [Line Items]      
Defined Contribution Plan Employer Matching Contribution Percent Of Match 6.00%    
Defined Contribution Plan Employers Vesting Period 3 years    
Defined contribution plan employers vesting percent 100.00%    
Foreign Plan [Member]      
Defined Benefit Plan Disclosure [Line Items]      
Company contributions charged to expense for defined contribution plan | $ $ 30 $ 31 $ 35
XML 126 R121.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Employee Benefit Plans - Fair values of pension plan assets (Details) (Parenthetical) - USD ($)
$ in Millions
Dec. 31, 2019
Dec. 31, 2018
Defined Benefit Plan Disclosure [Line Items]    
Net payables related to security transactions $ 9 $ 16
Insurance Contract Rights And Obligations Fair Value Option [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Fair Value Of Participating Interest In Annuity Contract $ 95 $ 84
XML 127 R15.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Investments, Loans and Long-Term Receivables
12 Months Ended
Dec. 31, 2019
Investments, Loans and Long-Term Receivables and Joint Venture Acquisition Obligation [Abstract]  
Investments, Loans and Long-Term Receivables
Note 6—Investments, Loans and Long-Term Receivables
Components of investments, loans and long-term
 
receivables at December 31 were:
Millions of Dollars
2019
2018
Equity investments
$
8,234
9,005
Loans and advances—related parties
219
335
Long-term receivables
243
238
Long-term investments in debt securities
133
-
Other investments
77
86
$
8,906
9,664
Equity Investments
Affiliated companies in which we had a significant
 
equity investment at December 31, 2019, included:
APLNG—
37.5
 
percent owned joint venture with Origin Energy (
37.5
 
percent) and Sinopec (
25
 
percent)—
to produce CBM from the Bowen and Surat basins in Queensland, Australia,
 
as well as process and export
LNG.
Qatar Liquefied Gas Company Limited (3) (QG3)—30 percent owned
 
joint venture with affiliates of Qatar
Petroleum (
68.5
 
percent) and Mitsui & Co., Ltd. (
1.5
 
percent)—produces and liquefies natural gas from
Qatar’s North Field, as well as exports LNG.
Summarized 100 percent earnings information
 
for equity method investments in affiliated companies,
combined, was as follows:
Millions of Dollars
2019
2018
2017
Revenues
$
11,310
11,654
11,554
Income (loss) before income taxes
3,726
3,660
(2,875)
Net income (loss)
3,085
3,244
(1,431)
Summarized 100 percent balance sheet information
 
for equity method investments in affiliated
 
companies,
 
combined, was as follows:
Millions of Dollars
2019
2018
Current assets
$
3,289
3,285
Noncurrent assets
38,905
41,563
Current liabilities
2,603
2,625
Noncurrent liabilities
22,168
23,874
Our share of income taxes incurred directly
 
by an equity method investee is reported in equity
 
in earnings of
affiliates, and as such is not included in income taxes
 
on our consolidated financial statements.
 
At December 31, 2019, retained earnings included
 
$
32
 
million related to the undistributed earnings
 
of
affiliated companies.
 
Dividends received from affiliates were $
1,378
 
million, $
1,226
 
million and $
605
 
million
in 2019, 2018 and 2017,
 
respectively.
 
 
APLNG
 
APLNG is focused on CBM production from the
 
Bowen and Surat basins in Queensland, Australia,
 
to supply
the domestic gas market and on LNG processing
 
and export sales.
 
Our investment in APLNG gives us access
to CBM resources in Australia and enhances our
 
LNG position.
 
The majority of APLNG LNG is sold under
two long-term sales and purchase agreements,
 
supplemented with sales of additional LNG
 
spot cargoes
targeting the Asia Pacific markets.
 
Origin Energy, an integrated Australian energy company, is the operator of
APLNG’s production and pipeline system, while we operate the LNG
 
facility.
 
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.
 
At December 31, 2019, all amounts have been
 
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
 
to
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 December 31, 2019, a balance of $
6.7
 
billion was outstanding on the facilities.
 
See Note 12—Guarantees,
for additional information.
 
 
During the first half of 2017, the outlook for crude
 
oil prices deteriorated, and as a result of significantly
reduced price outlooks, the estimated fair
 
value of our investment in APLNG declined to
 
an amount below
carrying value.
 
Based on a review of the facts and circumstances
 
surrounding this decline in fair value, we
concluded in the second quarter of 2017 the impairment
 
was other than temporary under the guidance of
 
FASB
ASC Topic 323, “Investments—Equity Method and Joint Ventures,” and the recognition of an impairment of
our investment to fair value was necessary.
 
Accordingly, we recorded a noncash $
2,384
 
million, before- and
after-tax impairment in our second quarter 2017
 
results.
 
Fair value was estimated based on an internal
discounted cash flow model using estimated
 
future production, an outlook of future prices
 
from a combination
of exchanges (short-term) and pricing service
 
companies (long-term), costs, a market
 
outlook of foreign
exchange rates provided by a third party, and a discount rate believed to be
 
consistent with those used by
principal market participants.
 
The impairment was included in the “Impairments”
 
line on our consolidated
income statement.
 
At December 31, 2019, the carrying value of
 
our equity method investment in APLNG was $
7,228
 
million.
 
The historical cost basis of our
37.5
 
percent share of net assets on the books
 
of APLNG was $
6,751
 
million,
resulting in a basis difference of $
477
 
million on our books.
 
The basis difference, which is substantially all
associated with PP&E and subject to amortization,
 
has been allocated on a relative fair value basis
 
to
individual exploration and production license areas
 
owned by APLNG, some of which are not currently
 
in
production.
 
Any future additional payments are expected
 
to be allocated in a similar manner.
 
Each
exploration license area will periodically be reviewed
 
for any indicators of potential impairment,
 
which, if
required, would result in acceleration of basis
 
difference amortization.
 
As the joint venture produces natural
gas from each license, we amortize the basis
 
difference allocated to that license using the unit-of-production
method.
 
Included in net income (loss) attributable
 
to ConocoPhillips for 2019,
 
2018 and 2017 was after-tax
expense of $
36
 
million, $
44
 
million and $
100
 
million, respectively, representing the amortization of this basis
difference on currently producing licenses.
 
Distributions from APLNG commenced in
 
April 2018.
 
FCCL
FCCL Partnership, a Canadian upstream 50/50 general
 
partnership with Cenovus Energy Inc., produces
bitumen in the Athabasca oil sands in northeastern
 
Alberta and sells the bitumen blend.
 
Cenovus is the
operator and managing partner of FCCL.
 
 
On May 17, 2017, we completed the sale of our
 
50 percent nonoperated interest in the FCCL
 
Partnership, as
well as the majority of our western Canada gas
 
assets to Cenovus Energy.
 
Financial information presented
within this footnote includes our historical
 
interest up to the date of sale.
 
For additional information on the
Canada disposition and our investment in Cenovus
 
Energy, see Note 5—Asset Acquisitions and Dispositions
and Note 7—Investment in Cenovus Energy.
 
QG3
QG3 is a joint venture that owns an integrated
 
large-scale LNG project located in Qatar.
 
We provided project
financing, with a current outstanding balance
 
of $
335
 
million as described below under “Loans and
 
Long-
Term Receivables.”
 
At December 31, 2019, the book value of our equity
 
method investment in QG3,
excluding the project financing, was $
797
 
million.
 
We have terminal and pipeline use agreements with Golden
Pass LNG Terminal and affiliated Golden Pass Pipeline near Sabine Pass, Texas, intended to provide us with
terminal and pipeline capacity for the receipt,
 
storage and regasification of LNG purchased
 
from QG3.
 
We
previously held a 12.4 percent interest in Golden
 
Pass LNG Terminal and Golden Pass Pipeline, but we sold
those interests in the second quarter of 2019 while
 
retaining the basic use agreements.
 
Currently,
 
the LNG
from QG3 is being sold to markets outside of
 
the U.S.
 
For additional information, see Note 5—Asset
Acquisitions and Dispositions.
 
 
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
and long-term receivables to certain affiliated and non-affiliated
 
companies.
 
Loans are recorded when cash is
transferred or seller financing is provided to the
 
affiliated or non-affiliated company pursuant to a loan
agreement.
 
The loan balance will increase as interest is earned
 
on the outstanding loan balance and will
decrease as interest and principal payments are
 
received.
 
Interest is earned at the loan agreement’s stated
interest rate.
 
Loans and long-term receivables are assessed
 
for impairment when events indicate the loan
balance may not be fully recovered.
 
 
At December 31, 2019, significant loans to affiliated
 
companies include $335 million in project financing
 
to
QG3.
 
We own a
30
 
percent interest in QG3, for which we
 
use the equity method of accounting.
 
The other
participants in the project are affiliates of Qatar Petroleum
 
and Mitsui.
 
QG3 secured project financing of
$
4.0
 
billion in December 2005, consisting of $
1.3
 
billion of loans from export credit agencies
 
(ECA), $
1.5
billion from commercial banks, and $
1.2
 
billion from ConocoPhillips.
 
The ConocoPhillips loan facilities have
substantially the same terms as the ECA and commercial
 
bank facilities.
 
On December 15, 2011, QG3
achieved financial completion and all project loan facilities
 
became nonrecourse to the project participants.
 
Semi-annual
repayments began in January 2011 and will extend through July
 
2022.
 
The long-term portion of these loans is included
 
in the “Loans and advances—related parties”
 
line on our
consolidated balance sheet, while the short-term
 
portion is in “Accounts and notes receivable—related
 
parties.”
 
XML 128 R129.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Employee Benefit Plans - Performance share activity (Details) - USD ($)
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
PSU Stock Settled [Member]      
Summary of Performance Share Program activity      
Stock Units, Outstanding Beginning of year 2,335,542    
Stock Units, Granted 77,841    
Stock Units, Forfeited / Cancelled 0    
Stock Units, Issued (388,559)    
Stock Units, Outstanding End of year 2,024,824 2,335,542  
Not Vested at End of Year 15,616    
Weighted-Average Grant-Date Fair Value, beginning of year $ 50.45    
Weighted-Average Grant-Date Fair Value, Granted 68.90    
Weighted-Average Grant-Date Fair Value, Issued 53.66    
Weighted-Average Grant-Date Fair Value, ending of year 50.55 $ 50.45  
Weighted-Average Grant-Date Fair Value Not Vested, ending of year $ 47.80    
Total Fair Value, Issued $ 25,000,000 $ 29,000,000 $ 57,000,000
Employee Benefit Plans Additional (Textual) [Abstract]      
Unrecognized compensation cost from stock options 0    
Weighted-Average Grant-Date Fair Value, granted   $ 53.28 $ 49.76
Total Fair Value, Issued $ 25,000,000 $ 29,000,000 $ 57,000,000
PSU Cash Settled [Member]      
Summary of Performance Share Program activity      
Stock Units, Outstanding Beginning of year 1,131,007    
Stock Units, Granted 1,958,043    
Stock Units, Forfeited / Cancelled 0    
Stock Units, Issued (2,479,776)    
Stock Units, Outstanding End of year 609,274 1,131,007  
Not Vested at End of Year 38,487    
Weighted-Average Grant-Date Fair Value, beginning of year $ 62.21    
Weighted-Average Grant-Date Fair Value, Granted 68.90    
Weighted-Average Grant-Date Fair Value, Issued 69.10    
Weighted-Average Grant-Date Fair Value, ending of year 64.54 $ 62.21  
Weighted-Average Grant-Date Fair Value Not Vested, ending of year $ 64.54    
Total Fair Value, Issued $ 171,000,000 $ 22,000,000 $ 24,000,000
Employee Benefit Plans Additional (Textual) [Abstract]      
Unrecognized compensation cost from stock options 0    
Weighted-Average Grant-Date Fair Value, granted   $ 53.28 $ 49.76
Total Fair Value, Issued $ 171,000,000 $ 22,000,000 $ 24,000,000
XML 129 R11.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Change in Accounting Priniciples
12 Months Ended
Dec. 31, 2019
New Accounting Pronouncements and Changes in Accounting Principles [Abstract]  
New Accounting Standards [Text Block]
Note 2—Changes in Accounting Principles
 
We adopted the provisions of FASB ASU No. 2016-02, “Leases,” (ASC Topic 842) and its amendments,
beginning January 1, 2019.
 
ASC Topic 842 establishes comprehensive accounting and financial reporting
requirements for leasing arrangements, supersedes
 
the existing requirements in FASB ASC Topic 840,
“Leases” (ASC Topic 840), and requires lessees to recognize substantially
 
all lease assets and lease liabilities
on the balance sheet.
 
The provisions of ASC Topic 842 also modify the definition of a lease
 
and outline
requirements for recognition, measurement, presentation
 
and disclosure of leasing arrangements by
 
both
lessees and lessors.
 
 
We adopted ASC Topic
 
842 using the modified retrospective
 
approach and elected to utilize the Optional
Transition Method, which permits us to apply the provisions
 
of ASC Topic 842 to leasing arrangements
existing at or entered into after January 1, 2019,
 
and present in our financial statements comparative
 
periods
prior to January 1, 2019 under the historical
 
requirements of ASC Topic 840.
 
In addition, we elected to adopt
the package of optional transition-related practical
 
expedients, which among other things, allows us to
 
carry
forward certain historical conclusions reached
 
under ASC Topic 840 regarding lease identification,
classification, and the accounting treatment
 
of initial direct costs.
 
Furthermore, we elected not to record assets
and liabilities on our consolidated balance sheet
 
for new or existing lease arrangements
 
with terms of 12
months or less.
 
The primary impact of applying ASC Topic 842 is the initial recognition
 
of $
998
 
million of lease liabilities and
corresponding right-of-use assets on our consolidated
 
balance sheet as of January 1, 2019, for leases
 
classified
as operating leases under ASC Topic 840, as well as enhanced disclosure of our leasing
 
arrangements.
 
Our
accounting treatment for finance leases remains
 
unchanged.
 
In addition, there is no cumulative effect to
retained earnings or other components of equity
 
recognized as of January 1, 2019, and the adoption
 
of ASC
Topic 842 did not impact the presentation of our consolidated income statement
 
or statement of cash flows.
 
See Note 17—Non-Mineral Leases for additional
 
information related to the adoption of ASC Topic 842.
 
We adopted the provisions of FASB ASU No. 2018-02, “Reclassification of Certain Tax Effects from
Accumulated Other Comprehensive Income,”
 
beginning January 1, 2019.
 
The ASU allows a reclassification
from accumulated other comprehensive income
 
to retained earnings for stranded tax effects resulting
 
from the
Tax Cuts and Jobs Act, eliminating the stranded tax effects.
 
The cumulative effect to our consolidated balance
sheet at January 1, 2019 for the adoption of
 
ASU No. 2018-02 was as follows:
Millions of Dollars
Note 26—New Accounting Standards
 
In June 2016, the FASB issued ASU No. 2016-13, “Measurement of Credit Losses on
 
Financial Instruments”
(ASU No. 2016-13), which sets forth the current
 
expected credit loss model, a new forward-looking
impairment model for certain financial instruments
 
based on expected losses rather than incurred losses.
 
The
ASU is effective for interim and annual periods beginning
 
after December 15, 2019.
 
Entities are required to
adopt ASU No. 2016-13 using a modified retrospective
 
approach, subject to certain limited exceptions.
 
The
impact
 
of adopting this ASU is not expected to be material
 
to our financial statements.
 
XML 130 R102.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Equity - Textuals (Details) - USD ($)
$ / shares in Units, $ in Millions
12 Months Ended 37 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Dec. 31, 2019
Feb. 01, 2020
Equity [Abstract]          
Preferred Stock, Authorized 500,000,000     500,000,000  
Preferred Stock, Par or Stated Value Per Share $ 0.01     $ 0.01  
Preferred Stock, Shares Issued 0     0  
Preferred Stock, Shares Outstanding 0     0  
Stockholders' Equity Attributable to Noncontrolling Interest $ 69 $ 125   $ 69  
Treasury Stock, Shares, Acquired       168,553,141  
Treasury Stock Value Acquired Cost Method 3,500 $ 2,999 $ 3,000 $ 9,625  
Stock Repurchase Program Authorized $ 15,000     $ 15,000  
Cumulative amount of stock repurchase plan authorized         $ 25,000
XML 131 R106.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Non-Mineral Leases - Other Info (Details)
$ in Millions
12 Months Ended
Dec. 31, 2019
USD ($)
Leases [Abstract]  
Operating lease cost $ 341
Amortization of right-of-use assets 99
Interest on lease liabilities 37
Short-term Lease Cost 77
Lease Cost Total $ 554
Weighted-average term (years) - Operating Leases 5 years 2 months 8 days
Weighted-average term (years) - Finance Leases 8 years 8 months 12 days
Weighted Average Discount Rate (Percent) - Operating Leases 3.10%
Weighted Average Discount Rate (Percent) - Finance Leases 5.53%
Cash Flow, Operating Activities, Lessee [Abstract]  
Operating cash flows from operating leases $ 203
Operating cash flows from finance leases 27
Financing cash flows from finance leases 81
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability 499
Right-of-Use Asset Obtained in Exchange for Finance Lease Liability $ 26
XML 132 R32.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Related Party Transactions
12 Months Ended
Dec. 31, 2019
Related Party Transactions [Abstract]  
Related Party Transactions
Note 23—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
2019
2018
2017
Operating revenues and other income
$
89
98
107
Purchases
38
98
99
Operating expenses and selling, general and administrative
 
expenses
65
60
59
Net interest (income) expense*
(13)
(14)
(13)
*We paid interest to, or received interest from,
 
various affiliates.
 
See Note 6—Investments, Loans and Long-Term Receivables, for additional
 
information on loans to affiliated companies.
The table above includes transactions with the
 
FCCL Partnership through the date of the
 
sale.
 
See Note 6—
Investments, Loans and Long-Term Receivables, for additional information.
XML 133 R36.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Supplementary Information - Condensed Consolidating Financial Information
12 Months Ended
Dec. 31, 2019
Supplementary Information - Condensed Consolidating Financial Information [Abstract]  
Supplementary Information - Condensed Consolidating Financial Information
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.
 
In 2017, ConocoPhillips Company received a $
9.8
billion return of capital and a $
1.4
 
billion loan repayment
from nonguarantor subsidiaries to settle certain
 
accumulated intercompany balances.
 
These transactions had
no impact on our consolidated financial statements.
 
In 2017, ConocoPhillips received a $
7.8
 
billion return of capital and a $
0.2
 
billion return of earnings from
ConocoPhillips Company to settle certain
 
accumulated intercompany balances.
 
These transactions had no
impact on our consolidated financial statements.
 
In 2018, ConocoPhillips Company received a $
4.8
 
billion return of earnings and a $
2.4
 
billion loan repayment
from nonguarantor subsidiaries to settle certain
 
accumulated intercompany balances.
 
These transactions had
no impact on our consolidated financial statements.
 
 
In 2018, ConocoPhillips received a $
3.5
 
billion return of capital and a $
1.0
 
billion return of earnings from
ConocoPhillips Company to settle certain
 
accumulated intercompany balances.
 
These transactions had no
impact on our consolidated financial statements.
 
In 2019, ConocoPhillips received a $
2.4
 
billion return of capital and a $
1.7
 
billion return of earnings from
ConocoPhillips Company to settle certain
 
accumulated intercompany balances.
 
This transaction had no impact
on our consolidated financial statements.
 
 
In 2019, ConocoPhillips Company received a $
4.5
 
billion return of earnings and a $
4.2
 
billion return of capital
from nonguarantor subsidiaries to settle certain
 
accumulated intercompany balances.
 
These transactions had
no impact on our consolidated financial statements.
 
In 2019, Burlington Resources LLC received
 
a $
3.2
 
billion return of earnings from nonguarantor
 
subsidiaries
to settle certain accumulated intercompany balances.
 
These transactions had no impact on our consolidated
financial statements.
 
This condensed consolidating financial information
 
should be read in conjunction with the accompanying
consolidated financial statements and notes.
 
Millions of Dollars
Millions of Dollars
Millions of Dollars
Millions of Dollars
Millions of Dollars
XML 134 R57.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Segment Disclosures and Related Information (Tables)
12 Months Ended
Dec. 31, 2019
Segment Disclosures and Related Information [Abstract]  
Sales and Other Operating Revenues
Analysis of Results by Operating Segment
Millions of Dollars
2019
2018
2017
Sales and Other Operating Revenues
Alaska
$
5,483
5,740
4,224
Lower 48
15,514
17,029
12,968
Intersegment eliminations
(46)
(40)
(4)
Lower 48
15,468
16,989
12,964
Canada
2,910
3,184
3,178
Intersegment eliminations
(1,141)
(1,160)
(559)
Canada
1,769
2,024
2,619
Europe and North Africa
5,101
6,635
5,181
Asia Pacific and Middle East
4,525
4,861
4,014
Other International
-
-
-
Corporate and Other
221
168
104
Consolidated sales and other operating revenues
$
32,567
36,417
29,106
Depreciation, Depletion, Amortization and Impairments
Depreciation, Depletion, Amortization and Impairments
Alaska
$
805
760
1,026
Lower 48
3,224
2,370
6,693
Canada
232
324
461
Europe and North Africa
887
1,041
1,313
Asia Pacific and Middle East
1,285
1,382
3,819
Other International
-
-
-
Corporate and Other
62
106
134
Consolidated depreciation, depletion, amortization
 
and impairments
$
6,495
5,983
13,446
The market for our products is large and diverse, therefore,
 
our sales and other operating revenues are not
dependent upon any single customer.
Equity in Earnings of Affiliates
Millions of Dollars
Income Taxes
Income Taxes
Alaska
$
472
376
(689)
Lower 48
137
474
(2,453)
Canada
(43)
(96)
(616)
Europe and North Africa
1,435
2,265
1,165
Asia Pacific and Middle East
491
722
351
Other International
8
30
21
Corporate and Other
(233)
(103)
399
Consolidated income taxes
$
2,267
3,668
(1,822)
Net Income Attributable to ConocoPhillips
Net Income (Loss) Attributable to ConocoPhillips
Alaska
$
1,520
1,814
1,466
Lower 48
436
1,747
(2,371)
Canada
279
63
2,564
Europe and North Africa
2,724
1,866
553
Asia Pacific and Middle East
1,929
2,070
(1,098)
Other International
263
364
167
Corporate and Other
38
(1,667)
(2,136)
Consolidated net income (loss) attributable
 
to ConocoPhillips
$
7,189
6,257
(855)
Investments In and Advances To Affiliates
Investments in and Advances to Affiliates
Alaska
$
83
86
56
Lower 48
35
378
402
Canada
-
-
-
Europe and North Africa
54
55
55
Asia Pacific and Middle East
8,281
8,821
9,077
Other International
-
-
-
Corporate and Other
-
-
-
Consolidated investments in and advances to affiliates
$
8,453
9,340
9,590
Total Assets
Millions of Dollars
Capital Expenditures and Investments
Capital Expenditures and Investments
Alaska
$
1,513
1,298
815
Lower 48
3,394
3,184
2,136
Canada
368
477
202
Europe and North Africa
708
877
872
Asia Pacific and Middle East
584
718
482
Other International
8
6
21
Corporate and Other
61
190
63
Consolidated capital expenditures and investments
$
6,636
6,750
4,591
Interest Income and Expense
Interest Income and Expense
Interest income
Alaska
$
-
-
-
Lower 48
-
-
-
Canada
-
-
-
Europe and North Africa
2
2
2
Asia Pacific and Middle East
15
15
9
Other International
-
-
-
Corporate and Other
149
80
101
Interest and debt expense
Corporate and Other
$
778
735
1,098
Geographic Information
Geographic Information
Millions of Dollars
Sales and Other Operating Revenues
(1)
Long-Lived Assets
(2)
2019
2018
2017
2019
2018
2017
United States
(3)
$
21,159
22,740
17,204
26,566
26,838
23,623
Australia and Timor-Leste
(4)
1,647
1,798
1,448
7,228
9,301
9,657
Canada
1,769
2,024
2,619
5,769
5,333
5,613
China
772
836
712
1,447
1,380
1,275
Indonesia
875
886
757
605
669
758
Libya
1,103
1,142
586
668
679
699
Malaysia
1,230
1,346
1,103
1,871
2,327
2,736
Norway
2,349
2,886
2,348
5,258
5,582
6,154
United Kingdom
1,649
2,606
2,248
2
1,583
3,335
Other foreign countries
14
153
81
1,308
1,346
1,423
Worldwide consolidated
$
32,567
36,417
29,106
50,722
55,038
55,273
Sales and Other Operating Revenues by Product
Sales and Other Operating Revenues by
 
Product
Crude oil
$
18,482
19,571
13,260
Natural gas
8,715
10,720
10,773
Natural gas liquids
814
1,114
1,102
Other*
4,556
5,012
3,971
Consolidated sales and other operating revenues
 
by product
$
32,567
36,417
29,106
*Includes LNG and bitumen.
XML 135 R1.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Document and Entity Information - USD ($)
$ in Billions
12 Months Ended
Dec. 31, 2019
Jan. 31, 2020
Jun. 28, 2019
Document And Entity Information [Abstract]      
Entity Central Index Key 0001163165    
Amendment Flag false    
Entity File Number 001-32395    
Entity Registrant Name ConocoPhillips    
Document Type 10-K    
Document Annual Report true    
Document Transition Report false    
Document Period End Date Dec. 31, 2019    
Document Fiscal Year Focus 2019    
Document Fiscal Period Focus FY    
Current Fiscal Year End Date --12-31    
Entity Incorporation State or Country Code DE    
Entity Tax Identification Number 01-0562944    
Entity Address, Address Line One 925 N. Eldridge Parkway    
Entity Address, City or Town Houston    
Entity Address, State or Province TX    
Entity Address, Postal Zip Code 77079    
City Area Code 281    
Local Phone Number 293-1000    
Entity Well-known Seasoned Issuer Yes    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Interactive Data Current Yes    
Entity Filer Category Large Accelerated Filer    
Entity Small Business false    
Entity Emerging Growth Company false    
Entity Shell Company false    
Entity Public Float     $ 67.7
Entity Common Stock, Shares Outstanding   1,081,132,415  
Entity Listings [Line Items]      
Documents Incorporated By Reference [Text Block]
Documents incorporated by reference:
Portions of the Proxy Statement for the Annual Meeting of Stockholders to be
 
held on May 12, 2020 (Part III)
   
Common Stock, $.01 Par Value [Member]      
Entity Listings [Line Items]      
Title of 12(b) Security Common Stock, $.01 Par Value    
Trading Symbol COP    
Security Exchange Name NYSE    
Seven Percent Debentures Due Twenty Twenty-nine [Member]      
Entity Listings [Line Items]      
Title of 12(b) Security 7% Debentures due 2029    
Trading Symbol CUSIP—718507BK1    
Security Exchange Name NYSE    
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Roman;font-size:14.08px;color:#000000;line-height:normal;width:642px;height:839px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a28007" style="position:absolute;font-weight:bold;left:4.693px;top:0px;">Note 1—Accounting Policies </div><div id="a28011" style="position:absolute;font-weight:normal;left:4.693px;top:30.1px;">■</div><div id="a28012" style="position:absolute;font-family:Arial;font-weight:normal;left:13.173px;top:29.9px;"> </div><div id="a28013" style="position:absolute;font-size:1.28px;font-weight:bold;left:33.493px;top:41.8px;"> </div><div id="div_624_XBRL_TS_49312e9577c24a89aa77dd46be0576e1" style="position:absolute;left:28.8px;top:30.1px;float:left;"><div id="TextBlockContainer625" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:610px;height:224px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a28014" style="position:absolute;font-weight:bold;left:5.013px;top:0px;">Consolidation Principles and Investments</div><div id="a28016" style="position:absolute;font-weight:normal;left:253.688px;top:0px;">—Our consolidated financial statements<div style="display:inline-block;width:2.09px"> </div>include the accounts </div><div id="a28018" style="position:absolute;font-weight:normal;left:4.693px;top:16.2px;">of majority-owned, controlled subsidiaries<div style="display:inline-block;width:2.14px"> </div>and variable interest entities where we are the primary </div><div id="a28022" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;">beneficiary.<div style="display:inline-block;width:7.68px"> </div>The equity method is used to account for<div style="display:inline-block;width:2.17px"> </div>investments in affiliates in which we have the </div><div id="a28023" style="position:absolute;font-weight:normal;left:4.693px;top:48.3px;">ability to exert significant influence over the affiliates’<div style="display:inline-block;width:2.05px"> </div>operating and financial policies.<div style="display:inline-block;width:6.09px"> </div>When we do not </div><div id="a28025" style="position:absolute;font-weight:normal;left:4.693px;top:64.3px;">have the ability to exert significant influence,<div style="display:inline-block;width:2.14px"> </div>the investment is measured at fair value<div style="display:inline-block;width:2.12px"> </div>except when the </div><div id="a28026" style="position:absolute;font-weight:normal;left:4.693px;top:80.5px;">investment does not have a readily determinable<div style="display:inline-block;width:2.12px"> </div>fair value.<div style="display:inline-block;width:6.61px"> </div>For those exceptions, it will be measured at </div><div id="a28028" style="position:absolute;font-weight:normal;left:4.693px;top:96.6px;">cost minus impairment, plus or minus observable<div style="display:inline-block;width:2.1px"> </div>price changes in orderly transactions for an identical<div style="display:inline-block;width:1.95px"> </div>or </div><div id="a28029" style="position:absolute;font-weight:normal;left:4.693px;top:112.6px;">similar investment of the same issuer.<div style="display:inline-block;width:6.62px"> </div>Undivided interests in oil and gas joint ventures,<div style="display:inline-block;width:1.93px"> </div>pipelines, natural </div><div id="a28030" style="position:absolute;font-weight:normal;left:4.693px;top:128.8px;">gas plants and terminals are consolidated on a proportionate<div style="display:inline-block;width:1.74px"> </div>basis.<div style="display:inline-block;width:6.88px"> </div>Other securities and investments are </div><div id="a28032" style="position:absolute;font-weight:normal;left:4.693px;top:145px;">generally carried at cost. </div><div id="a28034" style="position:absolute;font-weight:normal;left:4.693px;top:175px;">We manage our operations through six operating segments, defined by geographic<div style="display:inline-block;width:2.14px"> </div>region: Alaska, Lower </div><div id="a28038" style="position:absolute;font-weight:normal;left:4.693px;top:191.1px;">48, Canada, Europe and North Africa, Asia Pacific<div style="display:inline-block;width:1.97px"> </div>and Middle East, and Other International.<div style="display:inline-block;width:5.64px"> </div>For </div><div id="a28040" style="position:absolute;font-weight:normal;left:4.693px;top:207.2px;">additional information, see Note 25—Segment<div style="display:inline-block;width:1.96px"> </div>Disclosures and Related Information.<div style="display:inline-block;width:9.35px"> </div></div></div></div><div id="a28045" style="position:absolute;font-weight:normal;left:33.493px;top:253.5px;"> </div><div id="a28046" style="position:absolute;font-weight:normal;left:4.693px;top:269.5px;">■</div><div id="a28047" style="position:absolute;font-family:Arial;font-weight:normal;left:13.173px;top:269.3px;"> </div><div id="a28048" style="position:absolute;font-size:1.28px;font-weight:bold;left:33.493px;top:281.2px;"><div style="display:inline-block;width:0.32px"> </div></div><div id="div_626_XBRL_TS_c1ece48ae10d40ffa5391da7e5679213" style="position:absolute;left:28.8px;top:269.5px;float:left;"><div id="TextBlockContainer627" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:594px;height:81px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a28049" style="position:absolute;font-weight:bold;left:5.333px;top:0px;">Foreign Currency Translation</div><div id="a28050" style="position:absolute;font-weight:normal;left:186.648px;top:0px;">—Adjustments resulting from the process of translating<div style="display:inline-block;width:1.9px"> </div>foreign </div><div id="a28052" style="position:absolute;font-weight:normal;left:4.693px;top:16.2px;">functional currency financial statements into<div style="display:inline-block;width:2.16px"> </div>U.S. dollars are included in accumulated other </div><div id="a28054" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;">comprehensive loss in common stockholders’ equity.<div style="display:inline-block;width:6.34px"> </div>Foreign currency transaction gains and losses<div style="display:inline-block;width:2.13px"> </div>are </div><div id="a28055" style="position:absolute;font-weight:normal;left:4.693px;top:48.3px;">included in current earnings.<div style="display:inline-block;width:6.12px"> </div>Some of our foreign operations use their local currency<div style="display:inline-block;width:1.9px"> </div>as the functional </div><div id="a28057" style="position:absolute;font-weight:normal;left:4.693px;top:64.5px;">currency. </div></div></div><div id="a28059" style="position:absolute;font-weight:normal;left:4.693px;top:364px;">■</div><div id="a28060" style="position:absolute;font-family:Arial;font-weight:normal;left:13.173px;top:363.9px;"> </div><div id="a28061" style="position:absolute;font-size:1.28px;font-weight:bold;left:33.493px;top:375.7px;"><div style="display:inline-block;width:0.32px"> </div></div><div id="div_628_XBRL_TS_fde6ac8af8a84ef2967078a50d85f0b1" style="position:absolute;left:28.8px;top:364px;float:left;"><div id="TextBlockContainer629" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:612px;height:65px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a28062" style="position:absolute;font-weight:bold;left:5.333px;top:0px;">Use of Estimates</div><div id="a28063" style="position:absolute;font-weight:normal;left:104.208px;top:0px;">—The preparation of financial statements<div style="display:inline-block;width:2.07px"> </div>in conformity with accounting principles </div><div id="a28065" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">generally accepted in the U.S. requires management<div style="display:inline-block;width:1.99px"> </div>to make estimates and assumptions that<div style="display:inline-block;width:2.14px"> </div>affect the </div><div id="a28066" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;">reported amounts of assets, liabilities,<div style="display:inline-block;width:2.16px"> </div>revenues and expenses, and the disclosures of contingent<div style="display:inline-block;width:1.94px"> </div>assets and </div><div id="a28068" style="position:absolute;font-weight:normal;left:4.693px;top:48.3px;">liabilities.<div style="display:inline-block;width:6.64px"> </div>Actual results could differ from these estimates. </div></div></div><div id="a28070" style="position:absolute;font-weight:normal;left:4.693px;top:442.5px;">■</div><div id="a28071" style="position:absolute;font-family:Arial;font-weight:normal;left:13.173px;top:442.3px;"> </div><div id="a28072" style="position:absolute;font-size:1.28px;font-weight:bold;left:33.493px;top:454.1px;"><div style="display:inline-block;width:0.32px"> </div></div><div id="div_630_XBRL_TS_75049b25de1540f19aaad04fb881f33f" style="position:absolute;left:28.8px;top:442.5px;float:left;"><div id="TextBlockContainer631" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:613px;height:224px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a28073" style="position:absolute;font-weight:bold;left:5.333px;top:0px;">Revenue Recognition</div><div id="a28074" style="position:absolute;font-weight:normal;left:131.888px;top:0px;">—Revenues associated with the sales of crude<div style="display:inline-block;width:2.04px"> </div>oil, bitumen, natural gas, LNG, </div><div id="a28076" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">NGLs and other items are recognized at the point<div style="display:inline-block;width:2.09px"> </div>in time when the customer obtains control<div style="display:inline-block;width:2.08px"> </div>of the asset.<div style="display:inline-block;width:3.22px"> </div></div><div id="a28077" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;">In evaluating when a customer has control of the<div style="display:inline-block;width:2.17px"> </div>asset, we primarily consider whether the<div style="display:inline-block;width:2.11px"> </div>transfer of legal </div><div id="a28079" style="position:absolute;font-weight:normal;left:4.693px;top:48.3px;">title and physical delivery has occurred, whether<div style="display:inline-block;width:2.08px"> </div>the customer has significant risks and rewards<div style="display:inline-block;width:2.13px"> </div>of </div><div id="a28080" style="position:absolute;font-weight:normal;left:4.693px;top:64.3px;">ownership, and whether the customer has accepted<div style="display:inline-block;width:2.05px"> </div>delivery and a right to payment exists.<div style="display:inline-block;width:5.67px"> </div>These products </div><div id="a28081" style="position:absolute;font-weight:normal;left:4.693px;top:80.5px;">are typically sold at prevailing market prices.<div style="display:inline-block;width:5.8px"> </div>We allocate variable market-based consideration to </div><div id="a28085" style="position:absolute;font-weight:normal;left:4.693px;top:96.5px;">deliveries (performance obligations) in the<div style="display:inline-block;width:2.19px"> </div>current period as that consideration relates<div style="display:inline-block;width:2.09px"> </div>specifically to our </div><div id="a28086" style="position:absolute;font-weight:normal;left:4.693px;top:112.6px;">efforts to transfer control of current period deliveries to the<div style="display:inline-block;width:2.01px"> </div>customer and represents the amount we </div><div id="a28089" style="position:absolute;font-weight:normal;left:4.693px;top:128.8px;">expect to be entitled to in exchange for the related<div style="display:inline-block;width:1.97px"> </div>products.<div style="display:inline-block;width:6.55px"> </div></div><div id="a28089_64_43" style="position:absolute;font-weight:normal;left:347.094px;top:128.8px;">Payment is typically due within 30 days or </div><div id="a28090" style="position:absolute;font-weight:normal;left:4.693px;top:145px;">less. </div><div id="a28090_5_3" style="position:absolute;font-weight:normal;left:29.173px;top:145px;"><div style="display:inline-block;width:10.55px"> </div></div><div id="a28092" style="position:absolute;font-weight:normal;left:4.693px;top:174.9px;">Revenues associated with transactions commonly<div style="display:inline-block;width:2.09px"> </div>called buy/sell contracts, in which the<div style="display:inline-block;width:2.18px"> </div>purchase and sale </div><div id="a28094" style="position:absolute;font-weight:normal;left:4.693px;top:191px;">of inventory with the same counterparty are entered<div style="display:inline-block;width:2.02px"> </div>into “in contemplation” of one another, are combined </div><div id="a28095" style="position:absolute;font-weight:normal;left:4.693px;top:207.2px;">and reported net (i.e., on the same income statement<div style="display:inline-block;width:1.9px"> </div>line). </div></div></div><div id="a28097" style="position:absolute;font-weight:normal;left:4.693px;top:679.8px;">■</div><div id="a28098" style="position:absolute;font-family:Arial;font-weight:normal;left:13.173px;top:679.7px;"> </div><div id="a28099" style="position:absolute;font-size:1.28px;font-weight:bold;left:33.493px;top:691.5px;"><div style="display:inline-block;width:0.32px"> </div></div><div id="div_632_XBRL_TS_008fe892812a4f318898739c6581fd28" style="position:absolute;left:28.8px;top:679.8px;float:left;"><div id="TextBlockContainer633" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:608px;height:97px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a28100" style="position:absolute;font-weight:bold;left:5.333px;top:0px;">Shipping and Handling Costs</div><div id="a28101" style="position:absolute;font-weight:normal;left:180.888px;top:0px;">—We typically incur shipping and handling costs prior to control </div><div id="a28106" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">transferring to the customer and account for these<div style="display:inline-block;width:2.06px"> </div>activities as fulfillment costs.<div style="display:inline-block;width:5.87px"> </div>Accordingly, we include </div><div id="a28107" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;">shipping and handling costs in production and operating<div style="display:inline-block;width:1.88px"> </div>expenses for production activities.<div style="display:inline-block;width:2.21px"> </div></div><div id="a28108" style="position:absolute;font-weight:normal;left:4.693px;top:48.3px;">Transportation costs related to marketing activities are recorded in<div style="display:inline-block;width:2.13px"> </div>purchased commodities.<div style="display:inline-block;width:6.03px"> </div>Freight costs </div><div id="a28110" style="position:absolute;font-weight:normal;left:4.693px;top:64.3px;">billed to customers are treated as a component of the<div style="display:inline-block;width:1.97px"> </div>transaction price and recorded as a component<div style="display:inline-block;width:2.05px"> </div>of </div><div id="a28111" style="position:absolute;font-weight:normal;left:4.693px;top:80.5px;">revenue when the customer obtains control.</div></div></div><div id="a28111_42_2" style="position:absolute;font-weight:normal;left:277.814px;top:760.3px;"><div style="display:inline-block;width:6.91px"> </div></div><div id="a28113" style="position:absolute;font-weight:normal;left:4.693px;top:790.3px;">■</div><div id="a28114" style="position:absolute;font-family:Arial;font-weight:normal;left:13.173px;top:790.2px;"> </div><div id="a28115" style="position:absolute;font-size:1.28px;font-weight:bold;left:33.493px;top:802px;"><div style="display:inline-block;width:0.32px"> </div></div><div id="div_634_XBRL_TS_c1e771b8b92e40d997958f7b535206ea" style="position:absolute;left:28.8px;top:790.3px;float:left;"><div id="TextBlockContainer635" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:591px;height:49px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a28116" style="position:absolute;font-weight:bold;left:5.333px;top:0px;">Cash Equivalents</div><div id="a28117" style="position:absolute;font-weight:normal;left:110.128px;top:0px;">—Cash equivalents are highly liquid, short-term<div style="display:inline-block;width:1.83px"> </div>investments that are readily </div><div id="a28122" style="position:absolute;font-weight:normal;left:4.693px;top:16.2px;">convertible to known amounts of cash and have<div style="display:inline-block;width:2.1px"> </div>original maturities of 90 days or less from<div style="display:inline-block;width:2.14px"> </div>their date of </div><div id="a28123" style="position:absolute;font-weight:normal;left:4.693px;top:32.3px;">purchase.<div style="display:inline-block;width:6.76px"> </div>They are carried at cost plus accrued interest,<div style="display:inline-block;width:2.08px"> </div>which approximates fair value.<div style="display:inline-block;width:9.57px"> </div></div></div></div></div><div id="TextBlockContainer650" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:642px;height:886px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a28128" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">■</div><div id="a28129" style="position:absolute;font-family:Arial;font-weight:normal;left:13.173px;top:-0.1px;"> </div><div id="a28130" style="position:absolute;font-size:1.28px;font-weight:bold;left:33.493px;top:11.7px;"><div style="display:inline-block;width:0.32px"> </div></div><div id="div_638_XBRL_TS_368f9440be7f4fc695b9992cc40d904b" style="position:absolute;left:28.8px;top:0px;float:left;"><div id="TextBlockContainer639" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:596px;height:97px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a28131" style="position:absolute;font-weight:bold;left:5.333px;top:0px;">Short-Term Investments</div><div id="a28135" style="position:absolute;font-weight:normal;left:152.888px;top:0px;">—Short-term investments include investments<div style="display:inline-block;width:2.07px"> </div>in bank time deposits and </div><div id="a28139" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">marketable securities (commercial paper and government<div style="display:inline-block;width:1.66px"> </div>obligations) which are carried at cost plus </div><div id="a28140" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;">accrued interest and have original maturities<div style="display:inline-block;width:2.02px"> </div>of greater than 90 days but within one year or when<div style="display:inline-block;width:2.13px"> </div>the </div><div id="a28142" style="position:absolute;font-weight:normal;left:4.693px;top:48.2px;">remaining maturities are within one year.<div style="display:inline-block;width:6.62px"> </div>We also invest in financial instruments classified as available </div><div id="a28143" style="position:absolute;font-weight:normal;left:4.693px;top:64.3px;">for sale debt securities which are carried at fair<div style="display:inline-block;width:2.15px"> </div>value. Those instruments are included in short-term </div><div id="a28146" style="position:absolute;font-weight:normal;left:4.693px;top:80.5px;">investments when they have remaining maturities<div style="display:inline-block;width:1.87px"> </div>within one year as of the balance sheet date.<div style="display:inline-block;width:5.83px"> </div></div></div></div><div id="a28146_95_12" style="position:absolute;font-weight:normal;left:569.008px;top:80.5px;"><div style="display:inline-block;width:42.03px"> </div></div><div id="a28150" style="position:absolute;font-weight:normal;left:4.693px;top:110.6px;">■</div><div id="a28151" style="position:absolute;font-family:Arial;font-weight:normal;left:13.173px;top:110.5px;"> </div><div id="a28152" style="position:absolute;font-size:1.28px;font-weight:bold;left:33.493px;top:122.3px;"> </div><div id="div_640_XBRL_TS_37d357de8d7541af9253ff13afd44110" style="position:absolute;left:28.8px;top:110.6px;float:left;"><div id="TextBlockContainer641" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:609px;height:65px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a28153" style="position:absolute;font-weight:bold;left:5.013px;top:0px;">Long-Term Investments in Debt Securities</div><div id="a28156" style="position:absolute;font-weight:normal;left:259.448px;top:0px;">—Long-term investments in debt securities<div style="display:inline-block;width:2.08px"> </div>includes </div><div id="a28160" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">financial instruments classified as available for sale<div style="display:inline-block;width:2.06px"> </div>debt securities with remaining maturities<div style="display:inline-block;width:1.83px"> </div>greater than </div><div id="a28162" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;">one year as of the balance sheet date.<div style="display:inline-block;width:5.97px"> </div>They are carried at fair value and presented<div style="display:inline-block;width:1.94px"> </div>within the “Investments </div><div id="a28163" style="position:absolute;font-weight:normal;left:4.693px;top:48.3px;">and long-term receivables” line of our consolidated<div style="display:inline-block;width:2.04px"> </div>balance sheet.<div style="display:inline-block;width:6.48px"> </div></div></div></div><div id="a28163_68_14" style="position:absolute;font-weight:normal;left:410.288px;top:158.9px;"><div style="display:inline-block;width:48.87px"> </div></div><div id="a28168" style="position:absolute;font-weight:normal;left:4.693px;top:189px;">■</div><div id="a28169" style="position:absolute;font-family:Arial;font-weight:normal;left:13.173px;top:188.9px;"> </div><div id="a28170" style="position:absolute;font-size:1.28px;font-weight:bold;left:33.493px;top:200.7px;"><div style="display:inline-block;width:0.32px"> </div></div><div id="div_642_XBRL_TS_7cc1e3dd336142fdb09c4aa4585b6a21" style="position:absolute;left:28.8px;top:189px;float:left;"><div id="TextBlockContainer643" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:613px;height:162px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a28171" style="position:absolute;font-weight:bold;left:5.333px;top:0px;">Inventories</div><div id="a28172" style="position:absolute;font-weight:normal;left:73.168px;top:0px;">—We have several valuation methods for our various types of inventories<div style="display:inline-block;width:2.11px"> </div>and consistently </div><div id="a28175" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">use the following methods for each type of inventory.<div style="display:inline-block;width:6.34px"> </div>The majority of our commodity-related inventories </div><div id="a28178" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;">are recorded at cost using the LIFO basis.<div style="display:inline-block;width:5.72px"> </div>We measure these inventories at the lower-of-cost-or-market in </div><div id="a28188" style="position:absolute;font-weight:normal;left:4.693px;top:48.4px;">the aggregate.<div style="display:inline-block;width:6.64px"> </div>Any necessary lower-of-cost-or-market write-downs at year<div style="display:inline-block;width:2.11px"> </div>end are recorded as </div><div id="a28199" style="position:absolute;font-weight:normal;left:4.693px;top:64.4px;">permanent adjustments to the LIFO cost basis.<div style="display:inline-block;width:5.59px"> </div>LIFO is used to better match current inventory<div style="display:inline-block;width:2.12px"> </div>costs with </div><div id="a28200" style="position:absolute;font-weight:normal;left:4.693px;top:80.5px;">current revenues.<div style="display:inline-block;width:6.58px"> </div>Costs include both direct and indirect expenditures<div style="display:inline-block;width:1.94px"> </div>incurred in bringing an item or </div><div id="a28202" style="position:absolute;font-weight:normal;left:4.693px;top:96.5px;">product to its existing condition and location,<div style="display:inline-block;width:2.08px"> </div>but not unusual/nonrecurring costs or research<div style="display:inline-block;width:2.08px"> </div>and </div><div id="a28203" style="position:absolute;font-weight:normal;left:4.693px;top:112.7px;">development costs.<div style="display:inline-block;width:6.48px"> </div>Materials, supplies and other miscellaneous inventories,<div style="display:inline-block;width:1.73px"> </div>such as tubular goods and </div><div id="a28205" style="position:absolute;font-weight:normal;left:4.693px;top:128.8px;">well equipment, are valued using various methods,<div style="display:inline-block;width:2.09px"> </div>including the weighted-average-cost<div style="display:inline-block;width:2.13px"> </div>method, and the </div><div id="a28210" style="position:absolute;font-weight:normal;left:4.693px;top:145px;">FIFO method, consistent with industry practice. </div></div></div><div id="a28212" style="position:absolute;font-weight:normal;left:4.693px;top:363.9px;">■</div><div id="a28213" style="position:absolute;font-family:Arial;font-weight:normal;left:13.173px;top:363.8px;"> </div><div id="a28214" style="position:absolute;font-size:1.28px;font-weight:bold;left:33.493px;top:375.6px;"><div style="display:inline-block;width:0.32px"> </div></div><div id="div_644_XBRL_TS_9d918ccfd5c34fd9ac7c043412ebc08b" style="position:absolute;left:28.8px;top:363.9px;float:left;"><div id="TextBlockContainer645" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:612px;height:114px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a28215" style="position:absolute;font-weight:bold;left:5.333px;top:0px;">Fair Value Measurements</div><div id="a28216" style="position:absolute;font-weight:normal;left:160.888px;top:0px;">—Assets and liabilities measured at fair value<div style="display:inline-block;width:2.12px"> </div>and required to be categorized </div><div id="a28220" style="position:absolute;font-weight:normal;left:4.693px;top:16.2px;">within the fair value hierarchy are categorized into<div style="display:inline-block;width:2.06px"> </div>one of three different levels depending on the </div><div id="a28221" style="position:absolute;font-weight:normal;left:4.693px;top:32.3px;">observability of the inputs employed in the measurement.<div style="display:inline-block;width:5.2px"> </div>Level 1 inputs are quoted prices in active </div><div id="a28222" style="position:absolute;font-weight:normal;left:4.693px;top:48.3px;">markets for identical assets or liabilities.<div style="display:inline-block;width:5.75px"> </div>Level 2 inputs are observable inputs other than<div style="display:inline-block;width:2.16px"> </div>quoted prices </div><div id="a28224" style="position:absolute;font-weight:normal;left:4.693px;top:64.5px;">included within Level 1 for the asset or liability, either directly or indirectly<div style="display:inline-block;width:2.02px"> </div>through market-corroborated </div><div id="a28227" style="position:absolute;font-weight:normal;left:4.693px;top:80.6px;">inputs.<div style="display:inline-block;width:6.86px"> </div>Level 3 inputs are unobservable inputs for<div style="display:inline-block;width:2.11px"> </div>the asset or liability reflecting significant<div style="display:inline-block;width:2.11px"> </div>modifications </div><div id="a28229" style="position:absolute;font-weight:normal;left:4.693px;top:96.8px;">to observable related market data or our assumptions<div style="display:inline-block;width:1.98px"> </div>about pricing by market participants. </div></div></div><div id="a28231" style="position:absolute;font-weight:normal;left:4.693px;top:490.7px;">■</div><div id="a28232" style="position:absolute;font-family:Arial;font-weight:normal;left:13.173px;top:490.5px;"> </div><div id="a28233" style="position:absolute;font-size:1.28px;font-weight:bold;left:33.493px;top:502.3px;"><div style="display:inline-block;width:0.32px"> </div></div><div id="div_646_XBRL_TS_f5fdc8d897284f82ae9e78381d8c1d47" style="position:absolute;left:28.8px;top:490.7px;float:left;"><div id="TextBlockContainer647" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:607px;height:127px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a28234" style="position:absolute;font-weight:bold;left:5.333px;top:0px;">Derivative Instruments</div><div id="a28235" style="position:absolute;font-weight:normal;left:144.208px;top:0px;">—Derivative instruments are recorded on the balance<div style="display:inline-block;width:2.05px"> </div>sheet at fair value.<div style="display:inline-block;width:6.4px"> </div>If the </div><div id="a28237" style="position:absolute;font-weight:normal;left:4.693px;top:16.2px;">right of offset exists and certain other criteria are met,<div style="display:inline-block;width:2.16px"> </div>derivative assets and liabilities with the same </div><div id="a28239" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;">counterparty are netted on the balance sheet and the<div style="display:inline-block;width:1.97px"> </div>collateral payable or receivable is netted<div style="display:inline-block;width:2.16px"> </div>against </div><div id="a28240" style="position:absolute;font-weight:normal;left:4.693px;top:48.3px;">derivative assets and derivative liabilities,<div style="display:inline-block;width:2px"> </div>respectively. </div><div id="a28242" style="position:absolute;font-weight:normal;left:4.693px;top:78.4px;">Recognition and classification of the gain or loss<div style="display:inline-block;width:2.07px"> </div>that results from recording and adjusting<div style="display:inline-block;width:2.14px"> </div>a derivative to </div><div id="a28243" style="position:absolute;font-weight:normal;left:4.693px;top:94.6px;">fair value depends on the purpose for issuing or<div style="display:inline-block;width:2.17px"> </div>holding the derivative.<div style="display:inline-block;width:6.04px"> </div>Gains and losses from derivatives </div><div id="a28244" style="position:absolute;font-weight:normal;left:4.693px;top:110.7px;">not accounted for as hedges are recognized immediately<div style="display:inline-block;width:1.84px"> </div>in earnings.</div></div></div><div id="a28244_67_3" style="position:absolute;font-weight:normal;left:417.048px;top:601.4px;"><div style="display:inline-block;width:10.43px"> </div></div><div id="a28247" style="position:absolute;font-weight:normal;left:4.693px;top:631.5px;">■</div><div id="a28248" style="position:absolute;font-family:Arial;font-weight:normal;left:13.173px;top:631.3px;"> </div><div id="a28249" style="position:absolute;font-size:1.28px;font-weight:bold;left:33.493px;top:643.1px;"><div style="display:inline-block;width:0.32px"> </div></div><div id="div_648_XBRL_TS_394feef8715d4ca7b29fc5f0697202e3" style="position:absolute;left:28.8px;top:631.5px;float:left;"><div id="TextBlockContainer649" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:604px;height:254px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a28250" style="position:absolute;font-weight:bold;left:5.333px;top:0px;">Oil and Gas Exploration and Development</div><div id="a28251" style="position:absolute;font-weight:normal;left:260.248px;top:0px;">—Oil and gas exploration and development<div style="display:inline-block;width:1.89px"> </div>costs are </div><div id="a28253" style="position:absolute;font-weight:normal;left:4.693px;top:16.2px;">accounted for using the successful efforts method of<div style="display:inline-block;width:2.16px"> </div>accounting. </div><div id="a28255" style="position:absolute;font-weight:bold;left:23.888px;top:46.1px;">Property Acquisition Costs</div><div id="a28256" style="position:absolute;font-weight:normal;left:185.688px;top:46.1px;">—Oil and gas leasehold acquisition costs are<div style="display:inline-block;width:2.15px"> </div>capitalized and included in </div><div id="a28259" style="position:absolute;font-weight:normal;left:23.888px;top:62.2px;">the balance sheet caption PP&amp;E.<div style="display:inline-block;width:6.06px"> </div>Leasehold impairment is recognized based<div style="display:inline-block;width:2.19px"> </div>on exploratory </div><div id="a28260" style="position:absolute;font-weight:normal;left:23.888px;top:78.4px;">experience and management’s judgment.<div style="display:inline-block;width:6.43px"> </div>Upon achievement of all conditions necessary for<div style="display:inline-block;width:2.12px"> </div>reserves </div><div id="a28261" style="position:absolute;font-weight:normal;left:23.888px;top:94.6px;">to be classified as proved, the associated leasehold<div style="display:inline-block;width:1.97px"> </div>costs are reclassified to proved properties. </div><div id="a28264" style="position:absolute;font-weight:bold;left:23.888px;top:124.5px;">Exploratory Costs</div><div id="a28265" style="position:absolute;font-weight:normal;left:133.328px;top:124.5px;">—Geological and geophysical costs and the<div style="display:inline-block;width:2.12px"> </div>costs of carrying and retaining </div><div id="a28267" style="position:absolute;font-weight:normal;left:23.888px;top:140.7px;">undeveloped properties are expensed as incurred.<div style="display:inline-block;width:5.47px"> </div>Exploratory well costs are capitalized, or </div><div id="a28268" style="position:absolute;font-weight:normal;left:23.888px;top:156.8px;">“suspended,” on the balance sheet pending further<div style="display:inline-block;width:1.97px"> </div>evaluation of whether economically recoverable </div><div id="a28270" style="position:absolute;font-weight:normal;left:23.888px;top:172.8px;">reserves have been found.<div style="display:inline-block;width:6.27px"> </div>If economically recoverable reserves are not found,<div style="display:inline-block;width:2.01px"> </div>exploratory well costs </div><div id="a28271" style="position:absolute;font-weight:normal;left:23.888px;top:189px;">are expensed as dry holes.<div style="display:inline-block;width:6.37px"> </div>If exploratory wells encounter potentially<div style="display:inline-block;width:2.1px"> </div>economic quantities of oil and </div><div id="a28274" style="position:absolute;font-weight:normal;left:23.888px;top:205px;">gas, the well costs remain capitalized on the balance<div style="display:inline-block;width:1.93px"> </div>sheet as long as sufficient progress assessing the </div><div id="a28275" style="position:absolute;font-weight:normal;left:23.888px;top:221.2px;">reserves and the economic and operating viability<div style="display:inline-block;width:1.82px"> </div>of the project is being made.<div style="display:inline-block;width:6.26px"> </div>For complex </div><div id="a28276" style="position:absolute;font-weight:normal;left:23.888px;top:237.3px;">exploratory discoveries, it is not unusual to<div style="display:inline-block;width:2.16px"> </div>have exploratory wells remain suspended<div style="display:inline-block;width:2.17px"> </div>on the balance </div></div></div></div><div id="TextBlockContainer660" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:640px;height:888px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="div_652_XBRL_TS_394feef8715d4ca7b29fc5f0697202e3_1" style="position:absolute;left:47.995px;top:0px;float:left;"><div id="TextBlockContainer653" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:588px;height:284px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a28281" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">sheet for several years while we perform additional<div style="display:inline-block;width:1.97px"> </div>appraisal drilling and seismic work on the </div><div id="a28282" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">potential oil and gas field or while we seek government<div style="display:inline-block;width:1.83px"> </div>or co-venturer approval of development plans </div><div id="a28286" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;">or seek environmental permitting.<div style="display:inline-block;width:5.99px"> </div>Once all required approvals and permits have been<div style="display:inline-block;width:1.89px"> </div>obtained, the </div><div id="a28287" style="position:absolute;font-weight:normal;left:4.693px;top:48.2px;">projects are moved into the development phase,<div style="display:inline-block;width:2.11px"> </div>and the oil and gas resources are designated<div style="display:inline-block;width:2.1px"> </div>as proved </div><div id="a28288" style="position:absolute;font-weight:normal;left:4.693px;top:64.3px;">reserves. </div><div id="a28290" style="position:absolute;font-weight:normal;left:4.693px;top:94.4px;">Management reviews suspended well balances quarterly, continuously monitors<div style="display:inline-block;width:2.03px"> </div>the results of the </div><div id="a28292" style="position:absolute;font-weight:normal;left:4.693px;top:110.6px;">additional appraisal drilling and seismic work,<div style="display:inline-block;width:2.16px"> </div>and expenses the suspended well costs<div style="display:inline-block;width:2.02px"> </div>as dry holes </div><div id="a28293" style="position:absolute;font-weight:normal;left:4.693px;top:126.6px;">when it judges the potential field does not<div style="display:inline-block;width:2.13px"> </div>warrant further investment in the near term.<div style="display:inline-block;width:5.61px"> </div>See Note 8—</div><div id="a28296" style="position:absolute;font-weight:normal;left:4.693px;top:142.7px;">Suspended Wells and Other Exploration Expenses, for additional information<div style="display:inline-block;width:2.12px"> </div>on suspended wells. </div><div id="a28298" style="position:absolute;font-weight:bold;left:4.693px;top:172.8px;">Development Costs</div><div id="a28299" style="position:absolute;font-weight:normal;left:119.413px;top:172.8px;">—Costs incurred to drill and equip development<div style="display:inline-block;width:1.96px"> </div>wells, including unsuccessful </div><div id="a28301" style="position:absolute;font-weight:normal;left:4.693px;top:189px;">development wells, are capitalized. </div><div id="a28303" style="position:absolute;font-weight:bold;left:4.693px;top:219.1px;">Depletion and Amortization</div><div id="a28305" style="position:absolute;font-weight:normal;left:172.093px;top:219.1px;">—Leasehold costs of producing properties<div style="display:inline-block;width:2.14px"> </div>are depleted using the unit-</div><div id="a28308" style="position:absolute;font-weight:normal;left:4.693px;top:235.2px;">of-production method based on estimated proved<div style="display:inline-block;width:2.12px"> </div>oil and gas reserves.<div style="display:inline-block;width:6.31px"> </div>Amortization of intangible </div><div id="a28311" style="position:absolute;font-weight:normal;left:4.693px;top:251.3px;">development costs is based on the unit-of-production<div style="display:inline-block;width:2.09px"> </div>method using estimated proved developed<div style="display:inline-block;width:2.17px"> </div>oil </div><div id="a28317" style="position:absolute;font-weight:normal;left:4.693px;top:267.4px;">and gas reserves. </div></div></div><div id="a28319" style="position:absolute;font-weight:normal;left:4.693px;top:297.2px;">■</div><div id="a28320" style="position:absolute;font-family:Arial;font-weight:normal;left:13.173px;top:297.1px;"> </div><div id="a28321" style="position:absolute;font-size:1.28px;font-weight:bold;left:33.493px;top:308.9px;"><div style="display:inline-block;width:0.32px"> </div></div><div id="div_654_XBRL_TS_28d0cf8a74f84ca8b7284cd4eda606fa" style="position:absolute;left:28.8px;top:297.2px;float:left;"><div id="TextBlockContainer655" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:606px;height:65px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a28322" style="position:absolute;font-weight:bold;left:5.333px;top:0px;">Capitalized Interest</div><div id="a28323" style="position:absolute;font-weight:normal;left:124.048px;top:0px;">—Interest from external borrowings is<div style="display:inline-block;width:2.1px"> </div>capitalized on major projects with an </div><div id="a28325" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">expected construction period of one year or longer.<div style="display:inline-block;width:6.31px"> </div>Capitalized interest is added to the cost of<div style="display:inline-block;width:2.15px"> </div>the </div><div id="a28326" style="position:absolute;font-weight:normal;left:4.693px;top:32px;">underlying asset and is amortized over the useful<div style="display:inline-block;width:2.14px"> </div>lives of the assets in the same manner<div style="display:inline-block;width:2.09px"> </div>as the underlying </div><div id="a28328" style="position:absolute;font-weight:normal;left:4.693px;top:48px;">assets. </div></div></div><div id="a28330" style="position:absolute;font-weight:normal;left:4.693px;top:375.4px;">■</div><div id="a28331" style="position:absolute;font-family:Arial;font-weight:normal;left:13.173px;top:375.3px;"> </div><div id="a28332" style="position:absolute;font-size:1.28px;font-weight:bold;left:33.493px;top:387.1px;"><div style="display:inline-block;width:0.32px"> </div></div><div id="div_656_XBRL_TS_abde9937a5c94f4cb81de4511871569e" style="position:absolute;left:28.8px;top:375.4px;float:left;"><div id="TextBlockContainer657" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:608px;height:81px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a28333" style="position:absolute;font-weight:bold;left:5.333px;top:0px;">Depreciation and Amortization</div><div id="a28334" style="position:absolute;font-weight:normal;left:192.088px;top:0px;">—Depreciation and amortization of PP&amp;E<div style="display:inline-block;width:2.14px"> </div>on producing hydrocarbon </div><div id="a28338" style="position:absolute;font-weight:normal;left:4.693px;top:16.2px;">properties and certain pipeline and LNG assets<div style="display:inline-block;width:2.08px"> </div>(those which are expected to have a declining<div style="display:inline-block;width:2.03px"> </div>utilization </div><div id="a28340" style="position:absolute;font-weight:normal;left:4.693px;top:32.3px;">pattern), are determined by the unit-of-production method.<div style="display:inline-block;width:5.41px"> </div>Depreciation and amortization of all other </div><div id="a28345" style="position:absolute;font-weight:normal;left:4.693px;top:48.3px;">PP&amp;E are determined by either the individual-unit-straight-line<div style="display:inline-block;width:1.64px"> </div>method or the group-straight-line method </div><div id="a28356" style="position:absolute;font-weight:normal;left:4.693px;top:64.5px;">(for those individual units that are highly integrated<div style="display:inline-block;width:1.95px"> </div>with other units). </div></div></div><div id="a28359" style="position:absolute;font-weight:normal;left:4.693px;top:470px;">■</div><div id="a28360" style="position:absolute;font-family:Arial;font-weight:normal;left:13.173px;top:469.9px;"> </div><div id="a28361" style="position:absolute;font-size:1.28px;font-weight:bold;left:33.493px;top:481.7px;"><div style="display:inline-block;width:0.32px"> </div></div><div id="div_658_XBRL_TS_7c48db5c0e0847a0946acaf6b61162e9" style="position:absolute;left:28.8px;top:470px;float:left;"><div id="TextBlockContainer659" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:611px;height:417px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a28362" style="position:absolute;font-weight:bold;left:5.333px;top:0px;">Impairment of Properties, Plants and Equipment</div><div id="a28363" style="position:absolute;font-weight:normal;left:299.448px;top:0px;">—PP&amp;E used in operations are assessed for </div><div id="a28368" style="position:absolute;font-weight:normal;left:4.693px;top:16.2px;">impairment whenever changes in facts and circumstances<div style="display:inline-block;width:1.73px"> </div>indicate a possible significant deterioration<div style="display:inline-block;width:2.07px"> </div>in </div><div id="a28369" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;">the future cash flows expected to be generated<div style="display:inline-block;width:2.13px"> </div>by an asset group and annually in the fourth<div style="display:inline-block;width:2px"> </div>quarter </div><div id="a28370" style="position:absolute;font-weight:normal;left:4.693px;top:48.3px;">following updates to corporate planning assumptions.<div style="display:inline-block;width:5.47px"> </div>If there is an indication the carrying amount of<div style="display:inline-block;width:2.07px"> </div>an </div><div id="a28372" style="position:absolute;font-weight:normal;left:4.693px;top:64.3px;">asset may not be recovered, the asset is monitored<div style="display:inline-block;width:2.1px"> </div>by management through an established<div style="display:inline-block;width:2.17px"> </div>process where </div><div id="a28373" style="position:absolute;font-weight:normal;left:4.693px;top:80.5px;">changes to significant assumptions such as prices,<div style="display:inline-block;width:2.05px"> </div>volumes and future development plans are reviewed.<div style="display:inline-block;width:5.51px"> </div></div><div id="a28375" style="position:absolute;font-weight:normal;left:4.693px;top:96.6px;">If, upon review, the sum of the undiscounted before-tax cash flows is less<div style="display:inline-block;width:2.16px"> </div>than the carrying value of the </div><div id="a28378" style="position:absolute;font-weight:normal;left:4.693px;top:112.6px;">asset group, the carrying value is written down to<div style="display:inline-block;width:2.15px"> </div>estimated fair value through additional<div style="display:inline-block;width:1.99px"> </div>amortization or </div><div id="a28379" style="position:absolute;font-weight:normal;left:4.693px;top:128.8px;">depreciation provisions and reported as impairments<div style="display:inline-block;width:1.91px"> </div>in the periods in which the determination<div style="display:inline-block;width:2.12px"> </div>of the </div><div id="a28381" style="position:absolute;font-weight:normal;left:4.693px;top:144.8px;">impairment is made.<div style="display:inline-block;width:6.41px"> </div>Individual assets are grouped for impairment<div style="display:inline-block;width:1.91px"> </div>purposes at the lowest level for which </div><div id="a28382" style="position:absolute;font-weight:normal;left:4.693px;top:161px;">there are identifiable cash flows that are largely independent<div style="display:inline-block;width:1.94px"> </div>of the cash flows of other groups of assets—</div><div id="a28385" style="position:absolute;font-weight:normal;left:4.693px;top:177.1px;">generally on a field-by-field basis for E&amp;P assets.<div style="display:inline-block;width:5.49px"> </div>Because there usually is a lack of quoted<div style="display:inline-block;width:2.18px"> </div>market prices </div><div id="a28390" style="position:absolute;font-weight:normal;left:4.693px;top:193.1px;">for long-lived assets, the fair value of impaired assets<div style="display:inline-block;width:2.04px"> </div>is typically determined based on the present values </div><div id="a28395" style="position:absolute;font-weight:normal;left:4.693px;top:209.3px;">of expected future cash flows using discount rates<div style="display:inline-block;width:2.07px"> </div>believed to be consistent with those used by<div style="display:inline-block;width:2.07px"> </div>principal </div><div id="a28396" style="position:absolute;font-weight:normal;left:4.693px;top:225.4px;">market participants or based on a multiple of operating<div style="display:inline-block;width:2px"> </div>cash flow validated with historical<div style="display:inline-block;width:2.06px"> </div>market </div><div id="a28397" style="position:absolute;font-weight:normal;left:4.693px;top:241.5px;">transactions of similar assets where possible.<div style="display:inline-block;width:5.67px"> </div>Long-lived assets committed by management for<div style="display:inline-block;width:2.1px"> </div>disposal </div><div id="a28401" style="position:absolute;font-weight:normal;left:4.693px;top:257.6px;">within one year are accounted for at the lower<div style="display:inline-block;width:2.16px"> </div>of amortized cost or fair value, less cost<div style="display:inline-block;width:2.14px"> </div>to sell, with fair </div><div id="a28402" style="position:absolute;font-weight:normal;left:4.693px;top:273.6px;">value determined using a binding negotiated price,<div style="display:inline-block;width:2.01px"> </div>if available, or present value of expected future cash </div><div id="a28404" style="position:absolute;font-weight:normal;left:4.693px;top:289.8px;">flows as previously described. </div><div id="a28406" style="position:absolute;font-weight:normal;left:4.693px;top:319.9px;">The expected future cash flows used for impairment<div style="display:inline-block;width:1.9px"> </div>reviews and related fair value calculations are<div style="display:inline-block;width:2.16px"> </div>based </div><div id="a28407" style="position:absolute;font-weight:normal;left:4.693px;top:336px;">on estimated future production volumes, prices<div style="display:inline-block;width:2.09px"> </div>and costs, considering all available evidence at the date<div style="display:inline-block;width:1.95px"> </div>of </div><div id="a28409" style="position:absolute;font-weight:normal;left:4.693px;top:352px;">review.<div style="display:inline-block;width:7.73px"> </div>The impairment review includes cash flows from<div style="display:inline-block;width:1.9px"> </div>proved developed and undeveloped reserves, </div><div id="a28410" style="position:absolute;font-weight:normal;left:4.693px;top:368.2px;">including any development expenditures necessary<div style="display:inline-block;width:1.98px"> </div>to achieve that production.<div style="display:inline-block;width:6.18px"> </div>Additionally, when </div><div id="a28411" style="position:absolute;font-weight:normal;left:4.693px;top:384.4px;">probable and possible reserves exist, an appropriate<div style="display:inline-block;width:2.02px"> </div>risk-adjusted amount of these reserves may be </div><div id="a28415" style="position:absolute;font-weight:normal;left:4.693px;top:400.5px;">included in the impairment calculation. </div></div></div></div><div id="TextBlockContainer676" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:641px;height:888px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a28420" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">■</div><div id="a28421" style="position:absolute;font-family:Arial;font-weight:normal;left:13.173px;top:-0.1px;"> </div><div id="a28422" style="position:absolute;font-size:1.28px;font-weight:bold;left:33.493px;top:11.7px;"><div style="display:inline-block;width:0.64px"> </div></div><div id="div_662_XBRL_TS_34e8eb1bfa1e4e8dbe7cd72272b850bc" style="position:absolute;left:28.8px;top:0px;float:left;"><div id="TextBlockContainer663" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:606px;height:129px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a28423" style="position:absolute;font-weight:bold;left:5.653px;top:0px;">Impairment of Investments in Nonconsolidated<div style="display:inline-block;width:1.95px"> </div>Entities</div><div id="a28424" style="position:absolute;font-weight:normal;left:336.755px;top:0px;">—Investments in nonconsolidated entities<div style="display:inline-block;width:2.14px"> </div>are </div><div id="a28426" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">assessed for impairment whenever changes in<div style="display:inline-block;width:2.19px"> </div>the facts and circumstances indicate a loss<div style="display:inline-block;width:1.98px"> </div>in value has </div><div id="a28428" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;">occurred and annually following updates to corporate<div style="display:inline-block;width:1.99px"> </div>planning assumptions.<div style="display:inline-block;width:6.22px"> </div>When such a condition is </div><div id="a28429" style="position:absolute;font-weight:normal;left:4.693px;top:48.2px;">judgmentally determined to be other than temporary, the carrying value of the<div style="display:inline-block;width:2.08px"> </div>investment is written down </div><div id="a28430" style="position:absolute;font-weight:normal;left:4.693px;top:64.3px;">to fair value.<div style="display:inline-block;width:6.69px"> </div>The fair value of the impaired investment is<div style="display:inline-block;width:2.09px"> </div>based on quoted market prices, if available,<div style="display:inline-block;width:2.14px"> </div>or </div><div id="a28433" style="position:absolute;font-weight:normal;left:4.693px;top:80.5px;">upon the present value of expected future cash<div style="display:inline-block;width:2.13px"> </div>flows using discount rates believed to be consistent<div style="display:inline-block;width:1.9px"> </div>with </div><div id="a28434" style="position:absolute;font-weight:normal;left:4.693px;top:96.5px;">those used by principal market participants,<div style="display:inline-block;width:2.13px"> </div>plus market analysis of comparable assets<div style="display:inline-block;width:2.18px"> </div>owned by the </div><div id="a28437" style="position:absolute;font-weight:normal;left:4.693px;top:112.7px;">investee, if appropriate. </div></div></div><div id="a28439" style="position:absolute;font-weight:normal;left:4.693px;top:142.7px;">■</div><div id="a28440" style="position:absolute;font-family:Arial;font-weight:normal;left:13.173px;top:142.6px;"> </div><div id="a28441" style="position:absolute;font-size:1.28px;font-weight:bold;left:33.493px;top:154.4px;"><div style="display:inline-block;width:0.32px"> </div></div><div id="div_664_XBRL_TS_110f48e50f8f4b06a0590e5e79dd554a" style="position:absolute;left:28.8px;top:142.7px;float:left;"><div id="TextBlockContainer665" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:605px;height:33px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a28442" style="position:absolute;font-weight:bold;left:5.333px;top:0px;">Maintenance and Repairs</div><div id="a28443" style="position:absolute;font-weight:normal;left:159.448px;top:0px;">—Costs of maintenance and repairs, which are<div style="display:inline-block;width:2.15px"> </div>not significant improvements, </div><div id="a28451" style="position:absolute;font-weight:normal;left:4.693px;top:16.2px;">are expensed when incurred. </div></div></div><div id="a28453" style="position:absolute;font-weight:normal;left:4.693px;top:189px;">■</div><div id="a28454" style="position:absolute;font-family:Arial;font-weight:normal;left:13.173px;top:188.9px;"> </div><div id="a28455" style="position:absolute;font-size:1.28px;font-weight:bold;left:33.493px;top:200.7px;"><div style="display:inline-block;width:0.32px"> </div></div><div id="div_666_XBRL_TS_b30856ecf64d45ed9c3024765e33295b" style="position:absolute;left:28.8px;top:189px;float:left;"><div id="TextBlockContainer667" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:609px;height:81px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a28456" style="position:absolute;font-weight:bold;left:5.333px;top:0px;">Property Dispositions</div><div id="a28457" style="position:absolute;font-weight:normal;left:134.928px;top:0px;">—When complete units of depreciable property<div style="display:inline-block;width:2.17px"> </div>are sold, the asset cost and related </div><div id="a28463" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">accumulated depreciation are eliminated,<div style="display:inline-block;width:2.18px"> </div>with any gain or loss reflected in the “Gain on dispositions”<div style="display:inline-block;width:1.81px"> </div>line </div><div id="a28464" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;">of our consolidated income statement.<div style="display:inline-block;width:5.82px"> </div>When less than complete units of depreciable property<div style="display:inline-block;width:1.89px"> </div>are </div><div id="a28466" style="position:absolute;font-weight:normal;left:4.693px;top:48.4px;">disposed of or retired which do not significantly<div style="display:inline-block;width:2.14px"> </div>alter the DD&amp;A rate, the difference between asset<div style="display:inline-block;width:2.15px"> </div>cost </div><div id="a28467" style="position:absolute;font-weight:normal;left:4.693px;top:64.5px;">and salvage value is charged or credited to accumulated<div style="display:inline-block;width:2.1px"> </div>depreciation. </div></div></div><div id="a28469" style="position:absolute;font-weight:normal;left:4.693px;top:283.4px;">■</div><div id="a28470" style="position:absolute;font-family:Arial;font-weight:normal;left:13.173px;top:283.3px;"> </div><div id="a28471" style="position:absolute;font-size:1.28px;font-weight:bold;left:33.493px;top:295.1px;"><div style="display:inline-block;width:0.32px"> </div></div><div id="div_668_XBRL_TS_25631cca6bbb43b8aa677efe7a3423ed" style="position:absolute;left:28.8px;top:283.4px;float:left;"><div id="TextBlockContainer669" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:612px;height:288px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a28472" style="position:absolute;font-weight:bold;left:5.333px;top:0px;">Asset Retirement Obligations and Environmental Costs</div><div id="a28473" style="position:absolute;font-weight:normal;left:337.075px;top:0px;">—The</div><div id="a28475" style="position:absolute;font-weight:bold;left:373.075px;top:0px;"> </div><div id="a28476" style="position:absolute;font-weight:normal;left:376.595px;top:0px;">fair value of legal obligations to retire </div><div id="a28479" style="position:absolute;font-weight:normal;left:4.693px;top:16.2px;">and remove long-lived assets are recorded in<div style="display:inline-block;width:2.14px"> </div>the period in which the obligation is incurred<div style="display:inline-block;width:2.07px"> </div>(typically </div><div id="a28482" style="position:absolute;font-weight:normal;left:4.693px;top:32.3px;">when the asset is installed at the production location).<div style="display:inline-block;width:5.43px"> </div>When the liability is initially recorded,<div style="display:inline-block;width:2.14px"> </div>we </div><div id="a28483" style="position:absolute;font-weight:normal;left:4.693px;top:48.3px;">capitalize this cost by increasing the carrying amount<div style="display:inline-block;width:1.91px"> </div>of the related PP&amp;E.<div style="display:inline-block;width:6.36px"> </div>If, in subsequent periods, our </div><div id="a28485" style="position:absolute;font-weight:normal;left:4.693px;top:64.5px;">estimate of this liability changes, we will record an<div style="display:inline-block;width:2.06px"> </div>adjustment to both the liability and<div style="display:inline-block;width:2.18px"> </div>PP&amp;E.<div style="display:inline-block;width:6.87px"> </div>Over time </div><div id="a28486" style="position:absolute;font-weight:normal;left:4.693px;top:80.5px;">the liability is increased for the change in its present<div style="display:inline-block;width:2.05px"> </div>value, and the capitalized cost in PP&amp;E is </div><div id="a28489" style="position:absolute;font-weight:normal;left:4.693px;top:96.6px;">depreciated over the useful life of the related asset.<div style="display:inline-block;width:5.45px"> </div>Reductions to estimated liabilities for assets that<div style="display:inline-block;width:2.08px"> </div>are </div><div id="a28490" style="position:absolute;font-weight:normal;left:4.693px;top:112.8px;">no longer producing are recorded as a credit<div style="display:inline-block;width:2.16px"> </div>to impairment, if the asset had been previously<div style="display:inline-block;width:2.06px"> </div>impaired, or </div><div id="a28491" style="position:absolute;font-weight:normal;left:4.693px;top:128.8px;">as a credit to DD&amp;A, if the asset had not been previously<div style="display:inline-block;width:1.65px"> </div>impaired.<div style="display:inline-block;width:6.76px"> </div>For additional information, see </div><div id="a28494" style="position:absolute;font-weight:normal;left:4.693px;top:145px;">Note 10—Asset Retirement Obligations and Accrued<div style="display:inline-block;width:1.86px"> </div>Environmental Costs. </div><div id="a28500" style="position:absolute;font-weight:normal;left:4.693px;top:175px;">Environmental expenditures are expensed or capitalized,<div style="display:inline-block;width:1.79px"> </div>depending upon their future economic benefit.<div style="display:inline-block;width:5.65px"> </div></div><div id="a28502" style="position:absolute;font-weight:normal;left:4.693px;top:191.2px;">Expenditures relating to an existing condition<div style="display:inline-block;width:2.14px"> </div>caused by past operations, and those having no future </div><div id="a28503" style="position:absolute;font-weight:normal;left:4.693px;top:207.2px;">economic benefit, are expensed.<div style="display:inline-block;width:6.04px"> </div>Liabilities for environmental expenditures are<div style="display:inline-block;width:2.12px"> </div>recorded on an </div><div id="a28504" style="position:absolute;font-weight:normal;left:4.693px;top:223.4px;">undiscounted basis (unless acquired in a purchase<div style="display:inline-block;width:2.16px"> </div>business combination, which we record<div style="display:inline-block;width:2.15px"> </div>on a discounted </div><div id="a28506" style="position:absolute;font-weight:normal;left:4.693px;top:239.4px;">basis) when environmental assessments or cleanups<div style="display:inline-block;width:2.13px"> </div>are probable and the costs can be reasonably </div><div id="a28507" style="position:absolute;font-weight:normal;left:4.693px;top:255.5px;">estimated.<div style="display:inline-block;width:6.69px"> </div>Recoveries of environmental remediation costs<div style="display:inline-block;width:1.95px"> </div>from other parties are recorded as assets when </div><div id="a28509" style="position:absolute;font-weight:normal;left:4.693px;top:271.7px;">their receipt is probable and estimable. </div></div></div><div id="a28511" style="position:absolute;font-weight:normal;left:4.693px;top:585.2px;">■</div><div id="a28512" style="position:absolute;font-family:Arial;font-weight:normal;left:13.173px;top:585.1px;"> </div><div id="a28513" style="position:absolute;font-size:1.28px;font-weight:bold;left:33.493px;top:596.9px;"><div style="display:inline-block;width:0.32px"> </div></div><div id="div_670_XBRL_TS_87a9538bdbce490ca4388e7109c0dcaa" style="position:absolute;left:28.8px;top:585.2px;float:left;"><div id="TextBlockContainer671" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:611px;height:162px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a28514" style="position:absolute;font-weight:bold;left:5.333px;top:0px;">Guarantees</div><div id="a28515" style="position:absolute;font-weight:normal;left:74.608px;top:0px;">—The fair value of a guarantee is determined<div style="display:inline-block;width:2.02px"> </div>and recorded as a liability at the time the </div><div id="a28518" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">guarantee is given.<div style="display:inline-block;width:6.53px"> </div>The initial liability is subsequently reduced<div style="display:inline-block;width:2.15px"> </div>as we are released from exposure under </div><div id="a28519" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;">the guarantee.<div style="display:inline-block;width:6.64px"> </div>We amortize the guarantee liability over the relevant time period, if one exists, based on </div><div id="a28521" style="position:absolute;font-weight:normal;left:4.693px;top:48.3px;">the facts and circumstances surrounding each type<div style="display:inline-block;width:2.06px"> </div>of guarantee.<div style="display:inline-block;width:6.67px"> </div>In cases where the guarantee term is </div><div id="a28522" style="position:absolute;font-weight:normal;left:4.693px;top:64.3px;">indefinite, we reverse the liability when we have<div style="display:inline-block;width:2.17px"> </div>information indicating the liability<div style="display:inline-block;width:2.17px"> </div>is essentially relieved </div><div id="a28524" style="position:absolute;font-weight:normal;left:4.693px;top:80.5px;">or amortize it over an appropriate time<div style="display:inline-block;width:2.15px"> </div>period as the fair value of our guarantee exposure<div style="display:inline-block;width:2.15px"> </div>declines over </div><div id="a28525" style="position:absolute;font-weight:normal;left:4.693px;top:96.6px;">time.<div style="display:inline-block;width:6.82px"> </div>We amortize the guarantee liability to the related income statement line item based<div style="display:inline-block;width:2.17px"> </div>on the nature of </div><div id="a28527" style="position:absolute;font-weight:normal;left:4.693px;top:112.6px;">the guarantee.<div style="display:inline-block;width:6.64px"> </div>When it becomes probable that we will have<div style="display:inline-block;width:2.03px"> </div>to perform on a guarantee, we accrue a </div><div id="a28528" style="position:absolute;font-weight:normal;left:4.693px;top:128.8px;">separate liability if it is reasonably estimable,<div style="display:inline-block;width:2.12px"> </div>based on the facts and circumstances at that<div style="display:inline-block;width:2.09px"> </div>time.<div style="display:inline-block;width:6.82px"> </div>We </div><div id="a28529" style="position:absolute;font-weight:normal;left:4.693px;top:145px;">reverse the fair value liability only when there<div style="display:inline-block;width:2.13px"> </div>is no further exposure under the guarantee. </div></div></div><div id="a28532" style="position:absolute;font-weight:normal;left:4.693px;top:760.3px;">■</div><div id="a28533" style="position:absolute;font-family:Arial;font-weight:normal;left:13.173px;top:760.2px;"> </div><div id="a28534" style="position:absolute;font-size:1.28px;font-weight:bold;left:33.493px;top:772px;"><div style="display:inline-block;width:0.32px"> </div></div><div id="div_672_XBRL_TS_4635601da3914c1faed708166eb4a42b" style="position:absolute;left:28.8px;top:760.3px;float:left;"><div id="TextBlockContainer673" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:605px;height:81px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a28535" style="position:absolute;font-weight:bold;left:5.333px;top:0px;">Share-Based Compensation</div><div id="a28538" style="position:absolute;font-weight:normal;left:170.808px;top:0px;">—We recognize share-based compensation expense over the shorter of the </div><div id="a28542" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">service period (i.e., the stated period of time required<div style="display:inline-block;width:2.04px"> </div>to earn the award) or the period beginning at<div style="display:inline-block;width:2.12px"> </div>the </div><div id="a28544" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;">start of the service period and ending when an<div style="display:inline-block;width:2.15px"> </div>employee first becomes eligible for retirement.<div style="display:inline-block;width:5.63px"> </div>We have </div><div id="a28545" style="position:absolute;font-weight:normal;left:4.693px;top:48.2px;">elected to recognize expense on a straight-line<div style="display:inline-block;width:2.07px"> </div>basis over the service period for the entire<div style="display:inline-block;width:2.03px"> </div>award, whether </div><div id="a28548" style="position:absolute;font-weight:normal;left:4.693px;top:64.3px;">the award was granted with ratable or cliff vesting. </div></div></div><div id="a28551" style="position:absolute;font-weight:normal;left:4.693px;top:854.7px;">■</div><div id="a28552" style="position:absolute;font-family:Arial;font-weight:normal;left:13.173px;top:854.6px;"> </div><div id="a28553" style="position:absolute;font-size:1.28px;font-weight:bold;left:33.493px;top:866.4px;"><div style="display:inline-block;width:0.96px"> </div></div><div id="div_674_XBRL_TS_15bf27256bea48f58d1d03dca4561db3" style="position:absolute;left:28.8px;top:854.7px;float:left;"><div id="TextBlockContainer675" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:601px;height:33px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a28555" style="position:absolute;font-weight:bold;left:5.653px;top:0px;">Income Taxes</div><div id="a28556" style="position:absolute;font-weight:normal;left:88.528px;top:0px;">—Deferred income taxes are computed using<div style="display:inline-block;width:2.14px"> </div>the liability method and are provided on all </div><div id="a28558" style="position:absolute;font-weight:normal;left:4.693px;top:16.2px;">temporary differences between the financial reporting basis<div style="display:inline-block;width:1.93px"> </div>and the tax basis of our assets and liabilities, </div></div></div></div><div id="TextBlockContainer684" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:641px;height:319px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="div_678_XBRL_TS_15bf27256bea48f58d1d03dca4561db3_1" style="position:absolute;left:28.8px;top:0px;float:left;"><div id="TextBlockContainer679" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:607px;height:81px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a28562" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">except for deferred taxes on income and temporary<div style="display:inline-block;width:2.11px"> </div>differences related to the cumulative translation </div><div id="a28564" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">adjustment considered to be permanently reinvested<div style="display:inline-block;width:2.03px"> </div>in certain foreign subsidiaries and<div style="display:inline-block;width:2.16px"> </div>foreign corporate </div><div id="a28565" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;">joint ventures.<div style="display:inline-block;width:6.65px"> </div>Allowable tax credits are applied currently<div style="display:inline-block;width:2.13px"> </div>as reductions of the provision for income </div><div id="a28566" style="position:absolute;font-weight:normal;left:4.693px;top:48.2px;">taxes.<div style="display:inline-block;width:6.9px"> </div>Interest related to unrecognized tax benefits<div style="display:inline-block;width:2.12px"> </div>is reflected in interest and debt expense, and<div style="display:inline-block;width:2.09px"> </div>penalties </div><div id="a28568" style="position:absolute;font-weight:normal;left:4.693px;top:64.3px;">related to unrecognized tax benefits are reflected<div style="display:inline-block;width:2.07px"> </div>in production and operating expenses. </div></div></div><div id="a28570" style="position:absolute;font-weight:normal;left:4.693px;top:94.4px;">■</div><div id="a28571" style="position:absolute;font-family:Arial;font-weight:normal;left:13.173px;top:94.3px;"> </div><div id="a28572" style="position:absolute;font-size:1.28px;font-weight:bold;left:33.493px;top:106.1px;"><div style="display:inline-block;width:0.96px"> </div></div><div id="div_680_XBRL_TS_ad46d2ba3bad429c81a155bdcd75d3e7" style="position:absolute;left:28.8px;top:94.4px;float:left;"><div id="TextBlockContainer681" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:578px;height:33px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a28574" style="position:absolute;font-weight:bold;left:5.653px;top:0px;">Taxes Collected from Customers and Remitted to Governmental Authorities</div><div id="a28576" style="position:absolute;font-weight:normal;left:462.355px;top:0px;">—Sales and value-</div><div id="a28579" style="position:absolute;font-weight:normal;left:4.693px;top:16.2px;">added taxes are recorded net. </div></div></div><div id="a28581" style="position:absolute;font-weight:normal;left:4.693px;top:140.7px;">■</div><div id="a28582" style="position:absolute;font-family:Arial;font-weight:normal;left:13.173px;top:140.5px;"> </div><div id="a28583" style="position:absolute;font-size:1.28px;font-weight:bold;left:33.493px;top:152.3px;"><div style="display:inline-block;width:0.64px"> </div></div><div id="div_682_XBRL_TS_ca9c4d69bc2544779d987f26c14f6021" style="position:absolute;left:28.8px;top:140.7px;float:left;"><div id="TextBlockContainer683" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:612px;height:178px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a28584" style="position:absolute;font-weight:bold;left:5.653px;top:0px;">Net Income (Loss) Per Share of Common Stock</div><div id="a28585" style="position:absolute;font-weight:normal;left:288.568px;top:0px;">—Basic net income (loss) per share of common stock </div><div id="a28587" style="position:absolute;font-weight:normal;left:4.693px;top:16.2px;">is calculated based upon the daily weighted-average<div style="display:inline-block;width:2.02px"> </div>number of common shares outstanding during<div style="display:inline-block;width:2.18px"> </div>the </div><div id="a28590" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;">year.<div style="display:inline-block;width:7.58px"> </div>Also, this</div><div id="a28592" style="position:absolute;font-size:13.28px;font-weight:normal;font-style:italic;left:93.008px;top:32.9px;"> </div><div id="a28593" style="position:absolute;font-weight:normal;left:96.368px;top:32.2px;">calculation includes fully vested stock and unit<div style="display:inline-block;width:2.08px"> </div>awards that have not yet been issued as </div><div id="a28594" style="position:absolute;font-weight:normal;left:4.693px;top:48.3px;">common stock, along with an adjustment to<div style="display:inline-block;width:2.19px"> </div>net income (loss) for dividend equivalents<div style="display:inline-block;width:2.01px"> </div>paid on unvested </div><div id="a28595" style="position:absolute;font-weight:normal;left:4.693px;top:64.3px;">unit awards that are considered participating<div style="display:inline-block;width:2.18px"> </div>securities.<div style="display:inline-block;width:6.7px"> </div>Diluted net income per share of common stock </div><div id="a28597" style="position:absolute;font-weight:normal;left:4.693px;top:80.5px;">includes unvested stock, unit or option awards granted<div style="display:inline-block;width:1.92px"> </div>under our compensation plans and vested but </div><div id="a28598" style="position:absolute;font-weight:normal;left:4.693px;top:96.7px;">unexercised stock options, but only to the extent these<div style="display:inline-block;width:1.95px"> </div>instruments dilute net income per share, primarily </div><div id="a28600" style="position:absolute;font-weight:normal;left:4.693px;top:112.7px;">under the treasury-stock method.<div style="display:inline-block;width:6.03px"> </div>Diluted net loss per share, which is calculated<div style="display:inline-block;width:2.11px"> </div>the same as basic net loss </div><div id="a28603" style="position:absolute;font-weight:normal;left:4.693px;top:128.8px;">per share, does not assume conversion or exercise<div style="display:inline-block;width:2px"> </div>of securities that would have an antidilutive<div style="display:inline-block;width:1.99px"> </div>effect.<div style="display:inline-block;width:3.58px"> </div></div><div id="a28604" style="position:absolute;font-weight:normal;left:4.693px;top:144.8px;">Treasury stock is excluded from the daily weighted-average number<div style="display:inline-block;width:2.04px"> </div>of common shares outstanding in </div><div id="a28608" style="position:absolute;font-weight:normal;left:4.693px;top:161px;">both calculations.<div style="display:inline-block;width:6.44px"> </div>The earnings per share impact of the participating<div style="display:inline-block;width:1.93px"> </div>securities is immaterial. </div></div></div></div> <div id="TextBlockContainer625" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:610px;height:224px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a28014" style="position:absolute;font-weight:bold;left:5.013px;top:0px;">Consolidation Principles and Investments</div><div id="a28016" style="position:absolute;font-weight:normal;left:253.688px;top:0px;">—Our consolidated financial statements<div style="display:inline-block;width:2.09px"> </div>include the accounts </div><div id="a28018" style="position:absolute;font-weight:normal;left:4.693px;top:16.2px;">of majority-owned, controlled subsidiaries<div style="display:inline-block;width:2.14px"> </div>and variable interest entities where we are the primary </div><div id="a28022" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;">beneficiary.<div style="display:inline-block;width:7.68px"> </div>The equity method is used to account for<div style="display:inline-block;width:2.17px"> </div>investments in affiliates in which we have the </div><div id="a28023" style="position:absolute;font-weight:normal;left:4.693px;top:48.3px;">ability to exert significant influence over the affiliates’<div style="display:inline-block;width:2.05px"> </div>operating and financial policies.<div style="display:inline-block;width:6.09px"> </div>When we do not </div><div id="a28025" style="position:absolute;font-weight:normal;left:4.693px;top:64.3px;">have the ability to exert significant influence,<div style="display:inline-block;width:2.14px"> </div>the investment is measured at fair value<div style="display:inline-block;width:2.12px"> </div>except when the </div><div id="a28026" style="position:absolute;font-weight:normal;left:4.693px;top:80.5px;">investment does not have a readily determinable<div style="display:inline-block;width:2.12px"> </div>fair value.<div style="display:inline-block;width:6.61px"> </div>For those exceptions, it will be measured at </div><div id="a28028" style="position:absolute;font-weight:normal;left:4.693px;top:96.6px;">cost minus impairment, plus or minus observable<div style="display:inline-block;width:2.1px"> </div>price changes in orderly transactions for an identical<div style="display:inline-block;width:1.95px"> </div>or </div><div id="a28029" style="position:absolute;font-weight:normal;left:4.693px;top:112.6px;">similar investment of the same issuer.<div style="display:inline-block;width:6.62px"> </div>Undivided interests in oil and gas joint ventures,<div style="display:inline-block;width:1.93px"> </div>pipelines, natural </div><div id="a28030" style="position:absolute;font-weight:normal;left:4.693px;top:128.8px;">gas plants and terminals are consolidated on a proportionate<div style="display:inline-block;width:1.74px"> </div>basis.<div style="display:inline-block;width:6.88px"> </div>Other securities and investments are </div><div id="a28032" style="position:absolute;font-weight:normal;left:4.693px;top:145px;">generally carried at cost. </div><div id="a28034" style="position:absolute;font-weight:normal;left:4.693px;top:175px;">We manage our operations through six operating segments, defined by geographic<div style="display:inline-block;width:2.14px"> </div>region: Alaska, Lower </div><div id="a28038" style="position:absolute;font-weight:normal;left:4.693px;top:191.1px;">48, Canada, Europe and North Africa, Asia Pacific<div style="display:inline-block;width:1.97px"> </div>and Middle East, and Other International.<div style="display:inline-block;width:5.64px"> </div>For </div><div id="a28040" style="position:absolute;font-weight:normal;left:4.693px;top:207.2px;">additional information, see Note 25—Segment<div style="display:inline-block;width:1.96px"> </div>Disclosures and Related Information.<div style="display:inline-block;width:9.35px"> </div></div></div> <div id="TextBlockContainer627" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:594px;height:81px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a28049" style="position:absolute;font-weight:bold;left:5.333px;top:0px;">Foreign Currency Translation</div><div id="a28050" style="position:absolute;font-weight:normal;left:186.648px;top:0px;">—Adjustments resulting from the process of translating<div style="display:inline-block;width:1.9px"> </div>foreign </div><div id="a28052" style="position:absolute;font-weight:normal;left:4.693px;top:16.2px;">functional currency financial statements into<div style="display:inline-block;width:2.16px"> </div>U.S. dollars are included in accumulated other </div><div id="a28054" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;">comprehensive loss in common stockholders’ equity.<div style="display:inline-block;width:6.34px"> </div>Foreign currency transaction gains and losses<div style="display:inline-block;width:2.13px"> </div>are </div><div id="a28055" style="position:absolute;font-weight:normal;left:4.693px;top:48.3px;">included in current earnings.<div style="display:inline-block;width:6.12px"> </div>Some of our foreign operations use their local currency<div style="display:inline-block;width:1.9px"> </div>as the functional </div><div id="a28057" style="position:absolute;font-weight:normal;left:4.693px;top:64.5px;">currency. </div></div> <div id="TextBlockContainer629" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:612px;height:65px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a28062" style="position:absolute;font-weight:bold;left:5.333px;top:0px;">Use of Estimates</div><div id="a28063" style="position:absolute;font-weight:normal;left:104.208px;top:0px;">—The preparation of financial statements<div style="display:inline-block;width:2.07px"> </div>in conformity with accounting principles </div><div id="a28065" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">generally accepted in the U.S. requires management<div style="display:inline-block;width:1.99px"> </div>to make estimates and assumptions that<div style="display:inline-block;width:2.14px"> </div>affect the </div><div id="a28066" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;">reported amounts of assets, liabilities,<div style="display:inline-block;width:2.16px"> </div>revenues and expenses, and the disclosures of contingent<div style="display:inline-block;width:1.94px"> </div>assets and </div><div id="a28068" style="position:absolute;font-weight:normal;left:4.693px;top:48.3px;">liabilities.<div style="display:inline-block;width:6.64px"> </div>Actual results could differ from these estimates. </div></div> <div id="TextBlockContainer631" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:613px;height:224px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a28073" style="position:absolute;font-weight:bold;left:5.333px;top:0px;">Revenue Recognition</div><div id="a28074" style="position:absolute;font-weight:normal;left:131.888px;top:0px;">—Revenues associated with the sales of crude<div style="display:inline-block;width:2.04px"> </div>oil, bitumen, natural gas, LNG, </div><div id="a28076" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">NGLs and other items are recognized at the point<div style="display:inline-block;width:2.09px"> </div>in time when the customer obtains control<div style="display:inline-block;width:2.08px"> </div>of the asset.<div style="display:inline-block;width:3.22px"> </div></div><div id="a28077" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;">In evaluating when a customer has control of the<div style="display:inline-block;width:2.17px"> </div>asset, we primarily consider whether the<div style="display:inline-block;width:2.11px"> </div>transfer of legal </div><div id="a28079" style="position:absolute;font-weight:normal;left:4.693px;top:48.3px;">title and physical delivery has occurred, whether<div style="display:inline-block;width:2.08px"> </div>the customer has significant risks and rewards<div style="display:inline-block;width:2.13px"> </div>of </div><div id="a28080" style="position:absolute;font-weight:normal;left:4.693px;top:64.3px;">ownership, and whether the customer has accepted<div style="display:inline-block;width:2.05px"> </div>delivery and a right to payment exists.<div style="display:inline-block;width:5.67px"> </div>These products </div><div id="a28081" style="position:absolute;font-weight:normal;left:4.693px;top:80.5px;">are typically sold at prevailing market prices.<div style="display:inline-block;width:5.8px"> </div>We allocate variable market-based consideration to </div><div id="a28085" style="position:absolute;font-weight:normal;left:4.693px;top:96.5px;">deliveries (performance obligations) in the<div style="display:inline-block;width:2.19px"> </div>current period as that consideration relates<div style="display:inline-block;width:2.09px"> </div>specifically to our </div><div id="a28086" style="position:absolute;font-weight:normal;left:4.693px;top:112.6px;">efforts to transfer control of current period deliveries to the<div style="display:inline-block;width:2.01px"> </div>customer and represents the amount we </div><div id="a28089" style="position:absolute;font-weight:normal;left:4.693px;top:128.8px;">expect to be entitled to in exchange for the related<div style="display:inline-block;width:1.97px"> </div>products.<div style="display:inline-block;width:6.55px"> </div></div><div id="a28089_64_43" style="position:absolute;font-weight:normal;left:347.094px;top:128.8px;">Payment is typically due within 30 days or </div><div id="a28090" style="position:absolute;font-weight:normal;left:4.693px;top:145px;">less. </div><div id="a28090_5_3" style="position:absolute;font-weight:normal;left:29.173px;top:145px;"><div style="display:inline-block;width:10.55px"> </div></div><div id="a28092" style="position:absolute;font-weight:normal;left:4.693px;top:174.9px;">Revenues associated with transactions commonly<div style="display:inline-block;width:2.09px"> </div>called buy/sell contracts, in which the<div style="display:inline-block;width:2.18px"> </div>purchase and sale </div><div id="a28094" style="position:absolute;font-weight:normal;left:4.693px;top:191px;">of inventory with the same counterparty are entered<div style="display:inline-block;width:2.02px"> </div>into “in contemplation” of one another, are combined </div><div id="a28095" style="position:absolute;font-weight:normal;left:4.693px;top:207.2px;">and reported net (i.e., on the same income statement<div style="display:inline-block;width:1.9px"> </div>line). </div></div><div id="TextBlockContainer1145" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:633px;height:130px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a49999" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">Typically,<div style="display:inline-block;width:5.22px"> </div>our commodity sales contracts are less than<div style="display:inline-block;width:2.12px"> </div>12 months in duration; however, in certain specific </div><div id="a50000" style="position:absolute;font-weight:normal;left:4.693px;top:16.2px;">cases may extend longer, which may be out to the end of<div style="display:inline-block;width:2.17px"> </div>field life.<div style="display:inline-block;width:6.64px"> </div></div><div id="a50000_69_34" style="position:absolute;font-weight:normal;left:384.374px;top:16.2px;">We have long-term commodity sales </div><div id="a50003" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;">contracts which use prevailing market prices at the time of delivery, and under these contracts, the market- </div><div id="a50006" style="position:absolute;font-weight:normal;left:4.693px;top:48.3px;">based variable consideration for each performance obligation (i.e., delivery of commodity) is allocated to each </div><div id="a50007" style="position:absolute;font-weight:normal;left:4.693px;top:64.3px;">wholly unsatisfied performance obligation within the contract. </div><div id="a50007_63_14" style="position:absolute;font-weight:normal;left:357.814px;top:64.3px;"><div style="display:inline-block;width:3.52px"> </div>Accordingly, </div><div id="a50007_77_30" style="position:absolute;font-weight:normal;left:438.294px;top:64.3px;">we have applied the practical </div><div id="a50009" style="position:absolute;font-weight:normal;left:4.693px;top:80.5px;">expedient allowed in ASC Topic 606 and do not disclose the aggregate amount of the transaction price </div><div id="a50010" style="position:absolute;font-weight:normal;left:4.693px;top:96.7px;">allocated to performance obligations or when we expect to recognize revenues that are unsatisfied (or partially </div><div id="a50011" style="position:absolute;font-weight:normal;left:4.693px;top:112.7px;">unsatisfied) as of the end of the reporting period. </div></div> Payment is typically due within 30 days or less. <div id="TextBlockContainer633" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:608px;height:97px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a28100" style="position:absolute;font-weight:bold;left:5.333px;top:0px;">Shipping and Handling Costs</div><div id="a28101" style="position:absolute;font-weight:normal;left:180.888px;top:0px;">—We typically incur shipping and handling costs prior to control </div><div id="a28106" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">transferring to the customer and account for these<div style="display:inline-block;width:2.06px"> </div>activities as fulfillment costs.<div style="display:inline-block;width:5.87px"> </div>Accordingly, we include </div><div id="a28107" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;">shipping and handling costs in production and operating<div style="display:inline-block;width:1.88px"> </div>expenses for production activities.<div style="display:inline-block;width:2.21px"> </div></div><div id="a28108" style="position:absolute;font-weight:normal;left:4.693px;top:48.3px;">Transportation costs related to marketing activities are recorded in<div style="display:inline-block;width:2.13px"> </div>purchased commodities.<div style="display:inline-block;width:6.03px"> </div>Freight costs </div><div id="a28110" style="position:absolute;font-weight:normal;left:4.693px;top:64.3px;">billed to customers are treated as a component of the<div style="display:inline-block;width:1.97px"> </div>transaction price and recorded as a component<div style="display:inline-block;width:2.05px"> </div>of </div><div id="a28111" style="position:absolute;font-weight:normal;left:4.693px;top:80.5px;">revenue when the customer obtains control.</div></div> <div id="TextBlockContainer635" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:591px;height:49px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a28116" style="position:absolute;font-weight:bold;left:5.333px;top:0px;">Cash Equivalents</div><div id="a28117" style="position:absolute;font-weight:normal;left:110.128px;top:0px;">—Cash equivalents are highly liquid, short-term<div style="display:inline-block;width:1.83px"> </div>investments that are readily </div><div id="a28122" style="position:absolute;font-weight:normal;left:4.693px;top:16.2px;">convertible to known amounts of cash and have<div style="display:inline-block;width:2.1px"> </div>original maturities of 90 days or less from<div style="display:inline-block;width:2.14px"> </div>their date of </div><div id="a28123" style="position:absolute;font-weight:normal;left:4.693px;top:32.3px;">purchase.<div style="display:inline-block;width:6.76px"> </div>They are carried at cost plus accrued interest,<div style="display:inline-block;width:2.08px"> </div>which approximates fair value.<div style="display:inline-block;width:9.57px"> </div></div></div> <div id="TextBlockContainer639" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:596px;height:97px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a28131" style="position:absolute;font-weight:bold;left:5.333px;top:0px;">Short-Term Investments</div><div id="a28135" style="position:absolute;font-weight:normal;left:152.888px;top:0px;">—Short-term investments include investments<div style="display:inline-block;width:2.07px"> </div>in bank time deposits and </div><div id="a28139" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">marketable securities (commercial paper and government<div style="display:inline-block;width:1.66px"> </div>obligations) which are carried at cost plus </div><div id="a28140" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;">accrued interest and have original maturities<div style="display:inline-block;width:2.02px"> </div>of greater than 90 days but within one year or when<div style="display:inline-block;width:2.13px"> </div>the </div><div id="a28142" style="position:absolute;font-weight:normal;left:4.693px;top:48.2px;">remaining maturities are within one year.<div style="display:inline-block;width:6.62px"> </div>We also invest in financial instruments classified as available </div><div id="a28143" style="position:absolute;font-weight:normal;left:4.693px;top:64.3px;">for sale debt securities which are carried at fair<div style="display:inline-block;width:2.15px"> </div>value. Those instruments are included in short-term </div><div id="a28146" style="position:absolute;font-weight:normal;left:4.693px;top:80.5px;">investments when they have remaining maturities<div style="display:inline-block;width:1.87px"> </div>within one year as of the balance sheet date.<div style="display:inline-block;width:5.83px"> </div></div></div><div id="TextBlockContainer641" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:609px;height:65px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a28153" style="position:absolute;font-weight:bold;left:5.013px;top:0px;">Long-Term Investments in Debt Securities</div><div id="a28156" style="position:absolute;font-weight:normal;left:259.448px;top:0px;">—Long-term investments in debt securities<div style="display:inline-block;width:2.08px"> </div>includes </div><div id="a28160" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">financial instruments classified as available for sale<div style="display:inline-block;width:2.06px"> </div>debt securities with remaining maturities<div style="display:inline-block;width:1.83px"> </div>greater than </div><div id="a28162" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;">one year as of the balance sheet date.<div style="display:inline-block;width:5.97px"> </div>They are carried at fair value and presented<div style="display:inline-block;width:1.94px"> </div>within the “Investments </div><div id="a28163" style="position:absolute;font-weight:normal;left:4.693px;top:48.3px;">and long-term receivables” line of our consolidated<div style="display:inline-block;width:2.04px"> </div>balance sheet.<div style="display:inline-block;width:6.48px"> </div></div></div> <div id="TextBlockContainer643" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:613px;height:162px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a28171" style="position:absolute;font-weight:bold;left:5.333px;top:0px;">Inventories</div><div id="a28172" style="position:absolute;font-weight:normal;left:73.168px;top:0px;">—We have several valuation methods for our various types of inventories<div style="display:inline-block;width:2.11px"> </div>and consistently </div><div id="a28175" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">use the following methods for each type of inventory.<div style="display:inline-block;width:6.34px"> </div>The majority of our commodity-related inventories </div><div id="a28178" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;">are recorded at cost using the LIFO basis.<div style="display:inline-block;width:5.72px"> </div>We measure these inventories at the lower-of-cost-or-market in </div><div id="a28188" style="position:absolute;font-weight:normal;left:4.693px;top:48.4px;">the aggregate.<div style="display:inline-block;width:6.64px"> </div>Any necessary lower-of-cost-or-market write-downs at year<div style="display:inline-block;width:2.11px"> </div>end are recorded as </div><div id="a28199" style="position:absolute;font-weight:normal;left:4.693px;top:64.4px;">permanent adjustments to the LIFO cost basis.<div style="display:inline-block;width:5.59px"> </div>LIFO is used to better match current inventory<div style="display:inline-block;width:2.12px"> </div>costs with </div><div id="a28200" style="position:absolute;font-weight:normal;left:4.693px;top:80.5px;">current revenues.<div style="display:inline-block;width:6.58px"> </div>Costs include both direct and indirect expenditures<div style="display:inline-block;width:1.94px"> </div>incurred in bringing an item or </div><div id="a28202" style="position:absolute;font-weight:normal;left:4.693px;top:96.5px;">product to its existing condition and location,<div style="display:inline-block;width:2.08px"> </div>but not unusual/nonrecurring costs or research<div style="display:inline-block;width:2.08px"> </div>and </div><div id="a28203" style="position:absolute;font-weight:normal;left:4.693px;top:112.7px;">development costs.<div style="display:inline-block;width:6.48px"> </div>Materials, supplies and other miscellaneous inventories,<div style="display:inline-block;width:1.73px"> </div>such as tubular goods and </div><div id="a28205" style="position:absolute;font-weight:normal;left:4.693px;top:128.8px;">well equipment, are valued using various methods,<div style="display:inline-block;width:2.09px"> </div>including the weighted-average-cost<div style="display:inline-block;width:2.13px"> </div>method, and the </div><div id="a28210" style="position:absolute;font-weight:normal;left:4.693px;top:145px;">FIFO method, consistent with industry practice. </div></div> <div id="TextBlockContainer645" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:612px;height:114px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a28215" style="position:absolute;font-weight:bold;left:5.333px;top:0px;">Fair Value Measurements</div><div id="a28216" style="position:absolute;font-weight:normal;left:160.888px;top:0px;">—Assets and liabilities measured at fair value<div style="display:inline-block;width:2.12px"> </div>and required to be categorized </div><div id="a28220" style="position:absolute;font-weight:normal;left:4.693px;top:16.2px;">within the fair value hierarchy are categorized into<div style="display:inline-block;width:2.06px"> </div>one of three different levels depending on the </div><div id="a28221" style="position:absolute;font-weight:normal;left:4.693px;top:32.3px;">observability of the inputs employed in the measurement.<div style="display:inline-block;width:5.2px"> </div>Level 1 inputs are quoted prices in active </div><div id="a28222" style="position:absolute;font-weight:normal;left:4.693px;top:48.3px;">markets for identical assets or liabilities.<div style="display:inline-block;width:5.75px"> </div>Level 2 inputs are observable inputs other than<div style="display:inline-block;width:2.16px"> </div>quoted prices </div><div id="a28224" style="position:absolute;font-weight:normal;left:4.693px;top:64.5px;">included within Level 1 for the asset or liability, either directly or indirectly<div style="display:inline-block;width:2.02px"> </div>through market-corroborated </div><div id="a28227" style="position:absolute;font-weight:normal;left:4.693px;top:80.6px;">inputs.<div style="display:inline-block;width:6.86px"> </div>Level 3 inputs are unobservable inputs for<div style="display:inline-block;width:2.11px"> </div>the asset or liability reflecting significant<div style="display:inline-block;width:2.11px"> </div>modifications </div><div id="a28229" style="position:absolute;font-weight:normal;left:4.693px;top:96.8px;">to observable related market data or our assumptions<div style="display:inline-block;width:1.98px"> </div>about pricing by market participants. </div></div> <div id="TextBlockContainer647" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:607px;height:127px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a28234" style="position:absolute;font-weight:bold;left:5.333px;top:0px;">Derivative Instruments</div><div id="a28235" style="position:absolute;font-weight:normal;left:144.208px;top:0px;">—Derivative instruments are recorded on the balance<div style="display:inline-block;width:2.05px"> </div>sheet at fair value.<div style="display:inline-block;width:6.4px"> </div>If the </div><div id="a28237" style="position:absolute;font-weight:normal;left:4.693px;top:16.2px;">right of offset exists and certain other criteria are met,<div style="display:inline-block;width:2.16px"> </div>derivative assets and liabilities with the same </div><div id="a28239" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;">counterparty are netted on the balance sheet and the<div style="display:inline-block;width:1.97px"> </div>collateral payable or receivable is netted<div style="display:inline-block;width:2.16px"> </div>against </div><div id="a28240" style="position:absolute;font-weight:normal;left:4.693px;top:48.3px;">derivative assets and derivative liabilities,<div style="display:inline-block;width:2px"> </div>respectively. </div><div id="a28242" style="position:absolute;font-weight:normal;left:4.693px;top:78.4px;">Recognition and classification of the gain or loss<div style="display:inline-block;width:2.07px"> </div>that results from recording and adjusting<div style="display:inline-block;width:2.14px"> </div>a derivative to </div><div id="a28243" style="position:absolute;font-weight:normal;left:4.693px;top:94.6px;">fair value depends on the purpose for issuing or<div style="display:inline-block;width:2.17px"> </div>holding the derivative.<div style="display:inline-block;width:6.04px"> </div>Gains and losses from derivatives </div><div id="a28244" style="position:absolute;font-weight:normal;left:4.693px;top:110.7px;">not accounted for as hedges are recognized immediately<div style="display:inline-block;width:1.84px"> </div>in earnings.</div></div> <div id="TextBlockContainer649" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:604px;height:254px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a28250" style="position:absolute;font-weight:bold;left:5.333px;top:0px;">Oil and Gas Exploration and Development</div><div id="a28251" style="position:absolute;font-weight:normal;left:260.248px;top:0px;">—Oil and gas exploration and development<div style="display:inline-block;width:1.89px"> </div>costs are </div><div id="a28253" style="position:absolute;font-weight:normal;left:4.693px;top:16.2px;">accounted for using the successful efforts method of<div style="display:inline-block;width:2.16px"> </div>accounting. </div><div id="a28255" style="position:absolute;font-weight:bold;left:23.888px;top:46.1px;">Property Acquisition Costs</div><div id="a28256" style="position:absolute;font-weight:normal;left:185.688px;top:46.1px;">—Oil and gas leasehold acquisition costs are<div style="display:inline-block;width:2.15px"> </div>capitalized and included in </div><div id="a28259" style="position:absolute;font-weight:normal;left:23.888px;top:62.2px;">the balance sheet caption PP&amp;E.<div style="display:inline-block;width:6.06px"> </div>Leasehold impairment is recognized based<div style="display:inline-block;width:2.19px"> </div>on exploratory </div><div id="a28260" style="position:absolute;font-weight:normal;left:23.888px;top:78.4px;">experience and management’s judgment.<div style="display:inline-block;width:6.43px"> </div>Upon achievement of all conditions necessary for<div style="display:inline-block;width:2.12px"> </div>reserves </div><div id="a28261" style="position:absolute;font-weight:normal;left:23.888px;top:94.6px;">to be classified as proved, the associated leasehold<div style="display:inline-block;width:1.97px"> </div>costs are reclassified to proved properties. </div><div id="a28264" style="position:absolute;font-weight:bold;left:23.888px;top:124.5px;">Exploratory Costs</div><div id="a28265" style="position:absolute;font-weight:normal;left:133.328px;top:124.5px;">—Geological and geophysical costs and the<div style="display:inline-block;width:2.12px"> </div>costs of carrying and retaining </div><div id="a28267" style="position:absolute;font-weight:normal;left:23.888px;top:140.7px;">undeveloped properties are expensed as incurred.<div style="display:inline-block;width:5.47px"> </div>Exploratory well costs are capitalized, or </div><div id="a28268" style="position:absolute;font-weight:normal;left:23.888px;top:156.8px;">“suspended,” on the balance sheet pending further<div style="display:inline-block;width:1.97px"> </div>evaluation of whether economically recoverable </div><div id="a28270" style="position:absolute;font-weight:normal;left:23.888px;top:172.8px;">reserves have been found.<div style="display:inline-block;width:6.27px"> </div>If economically recoverable reserves are not found,<div style="display:inline-block;width:2.01px"> </div>exploratory well costs </div><div id="a28271" style="position:absolute;font-weight:normal;left:23.888px;top:189px;">are expensed as dry holes.<div style="display:inline-block;width:6.37px"> </div>If exploratory wells encounter potentially<div style="display:inline-block;width:2.1px"> </div>economic quantities of oil and </div><div id="a28274" style="position:absolute;font-weight:normal;left:23.888px;top:205px;">gas, the well costs remain capitalized on the balance<div style="display:inline-block;width:1.93px"> </div>sheet as long as sufficient progress assessing the </div><div id="a28275" style="position:absolute;font-weight:normal;left:23.888px;top:221.2px;">reserves and the economic and operating viability<div style="display:inline-block;width:1.82px"> </div>of the project is being made.<div style="display:inline-block;width:6.26px"> </div>For complex </div><div id="a28276" style="position:absolute;font-weight:normal;left:23.888px;top:237.3px;">exploratory discoveries, it is not unusual to<div style="display:inline-block;width:2.16px"> </div>have exploratory wells remain suspended<div style="display:inline-block;width:2.17px"> </div>on the balance </div></div><div id="TextBlockContainer653" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:588px;height:284px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a28281" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">sheet for several years while we perform additional<div style="display:inline-block;width:1.97px"> </div>appraisal drilling and seismic work on the </div><div id="a28282" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">potential oil and gas field or while we seek government<div style="display:inline-block;width:1.83px"> </div>or co-venturer approval of development plans </div><div id="a28286" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;">or seek environmental permitting.<div style="display:inline-block;width:5.99px"> </div>Once all required approvals and permits have been<div style="display:inline-block;width:1.89px"> </div>obtained, the </div><div id="a28287" style="position:absolute;font-weight:normal;left:4.693px;top:48.2px;">projects are moved into the development phase,<div style="display:inline-block;width:2.11px"> </div>and the oil and gas resources are designated<div style="display:inline-block;width:2.1px"> </div>as proved </div><div id="a28288" style="position:absolute;font-weight:normal;left:4.693px;top:64.3px;">reserves. </div><div id="a28290" style="position:absolute;font-weight:normal;left:4.693px;top:94.4px;">Management reviews suspended well balances quarterly, continuously monitors<div style="display:inline-block;width:2.03px"> </div>the results of the </div><div id="a28292" style="position:absolute;font-weight:normal;left:4.693px;top:110.6px;">additional appraisal drilling and seismic work,<div style="display:inline-block;width:2.16px"> </div>and expenses the suspended well costs<div style="display:inline-block;width:2.02px"> </div>as dry holes </div><div id="a28293" style="position:absolute;font-weight:normal;left:4.693px;top:126.6px;">when it judges the potential field does not<div style="display:inline-block;width:2.13px"> </div>warrant further investment in the near term.<div style="display:inline-block;width:5.61px"> </div>See Note 8—</div><div id="a28296" style="position:absolute;font-weight:normal;left:4.693px;top:142.7px;">Suspended Wells and Other Exploration Expenses, for additional information<div style="display:inline-block;width:2.12px"> </div>on suspended wells. </div><div id="a28298" style="position:absolute;font-weight:bold;left:4.693px;top:172.8px;">Development Costs</div><div id="a28299" style="position:absolute;font-weight:normal;left:119.413px;top:172.8px;">—Costs incurred to drill and equip development<div style="display:inline-block;width:1.96px"> </div>wells, including unsuccessful </div><div id="a28301" style="position:absolute;font-weight:normal;left:4.693px;top:189px;">development wells, are capitalized. </div><div id="a28303" style="position:absolute;font-weight:bold;left:4.693px;top:219.1px;">Depletion and Amortization</div><div id="a28305" style="position:absolute;font-weight:normal;left:172.093px;top:219.1px;">—Leasehold costs of producing properties<div style="display:inline-block;width:2.14px"> </div>are depleted using the unit-</div><div id="a28308" style="position:absolute;font-weight:normal;left:4.693px;top:235.2px;">of-production method based on estimated proved<div style="display:inline-block;width:2.12px"> </div>oil and gas reserves.<div style="display:inline-block;width:6.31px"> </div>Amortization of intangible </div><div id="a28311" style="position:absolute;font-weight:normal;left:4.693px;top:251.3px;">development costs is based on the unit-of-production<div style="display:inline-block;width:2.09px"> </div>method using estimated proved developed<div style="display:inline-block;width:2.17px"> </div>oil </div><div id="a28317" style="position:absolute;font-weight:normal;left:4.693px;top:267.4px;">and gas reserves. </div></div> <div id="TextBlockContainer655" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:606px;height:65px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a28322" style="position:absolute;font-weight:bold;left:5.333px;top:0px;">Capitalized Interest</div><div id="a28323" style="position:absolute;font-weight:normal;left:124.048px;top:0px;">—Interest from external borrowings is<div style="display:inline-block;width:2.1px"> </div>capitalized on major projects with an </div><div id="a28325" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">expected construction period of one year or longer.<div style="display:inline-block;width:6.31px"> </div>Capitalized interest is added to the cost of<div style="display:inline-block;width:2.15px"> </div>the </div><div id="a28326" style="position:absolute;font-weight:normal;left:4.693px;top:32px;">underlying asset and is amortized over the useful<div style="display:inline-block;width:2.14px"> </div>lives of the assets in the same manner<div style="display:inline-block;width:2.09px"> </div>as the underlying </div><div id="a28328" style="position:absolute;font-weight:normal;left:4.693px;top:48px;">assets. </div></div> <div id="TextBlockContainer657" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:608px;height:81px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a28333" style="position:absolute;font-weight:bold;left:5.333px;top:0px;">Depreciation and Amortization</div><div id="a28334" style="position:absolute;font-weight:normal;left:192.088px;top:0px;">—Depreciation and amortization of PP&amp;E<div style="display:inline-block;width:2.14px"> </div>on producing hydrocarbon </div><div id="a28338" style="position:absolute;font-weight:normal;left:4.693px;top:16.2px;">properties and certain pipeline and LNG assets<div style="display:inline-block;width:2.08px"> </div>(those which are expected to have a declining<div style="display:inline-block;width:2.03px"> </div>utilization </div><div id="a28340" style="position:absolute;font-weight:normal;left:4.693px;top:32.3px;">pattern), are determined by the unit-of-production method.<div style="display:inline-block;width:5.41px"> </div>Depreciation and amortization of all other </div><div id="a28345" style="position:absolute;font-weight:normal;left:4.693px;top:48.3px;">PP&amp;E are determined by either the individual-unit-straight-line<div style="display:inline-block;width:1.64px"> </div>method or the group-straight-line method </div><div id="a28356" style="position:absolute;font-weight:normal;left:4.693px;top:64.5px;">(for those individual units that are highly integrated<div style="display:inline-block;width:1.95px"> </div>with other units). </div></div> <div id="TextBlockContainer659" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:611px;height:417px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a28362" style="position:absolute;font-weight:bold;left:5.333px;top:0px;">Impairment of Properties, Plants and Equipment</div><div id="a28363" style="position:absolute;font-weight:normal;left:299.448px;top:0px;">—PP&amp;E used in operations are assessed for </div><div id="a28368" style="position:absolute;font-weight:normal;left:4.693px;top:16.2px;">impairment whenever changes in facts and circumstances<div style="display:inline-block;width:1.73px"> </div>indicate a possible significant deterioration<div style="display:inline-block;width:2.07px"> </div>in </div><div id="a28369" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;">the future cash flows expected to be generated<div style="display:inline-block;width:2.13px"> </div>by an asset group and annually in the fourth<div style="display:inline-block;width:2px"> </div>quarter </div><div id="a28370" style="position:absolute;font-weight:normal;left:4.693px;top:48.3px;">following updates to corporate planning assumptions.<div style="display:inline-block;width:5.47px"> </div>If there is an indication the carrying amount of<div style="display:inline-block;width:2.07px"> </div>an </div><div id="a28372" style="position:absolute;font-weight:normal;left:4.693px;top:64.3px;">asset may not be recovered, the asset is monitored<div style="display:inline-block;width:2.1px"> </div>by management through an established<div style="display:inline-block;width:2.17px"> </div>process where </div><div id="a28373" style="position:absolute;font-weight:normal;left:4.693px;top:80.5px;">changes to significant assumptions such as prices,<div style="display:inline-block;width:2.05px"> </div>volumes and future development plans are reviewed.<div style="display:inline-block;width:5.51px"> </div></div><div id="a28375" style="position:absolute;font-weight:normal;left:4.693px;top:96.6px;">If, upon review, the sum of the undiscounted before-tax cash flows is less<div style="display:inline-block;width:2.16px"> </div>than the carrying value of the </div><div id="a28378" style="position:absolute;font-weight:normal;left:4.693px;top:112.6px;">asset group, the carrying value is written down to<div style="display:inline-block;width:2.15px"> </div>estimated fair value through additional<div style="display:inline-block;width:1.99px"> </div>amortization or </div><div id="a28379" style="position:absolute;font-weight:normal;left:4.693px;top:128.8px;">depreciation provisions and reported as impairments<div style="display:inline-block;width:1.91px"> </div>in the periods in which the determination<div style="display:inline-block;width:2.12px"> </div>of the </div><div id="a28381" style="position:absolute;font-weight:normal;left:4.693px;top:144.8px;">impairment is made.<div style="display:inline-block;width:6.41px"> </div>Individual assets are grouped for impairment<div style="display:inline-block;width:1.91px"> </div>purposes at the lowest level for which </div><div id="a28382" style="position:absolute;font-weight:normal;left:4.693px;top:161px;">there are identifiable cash flows that are largely independent<div style="display:inline-block;width:1.94px"> </div>of the cash flows of other groups of assets—</div><div id="a28385" style="position:absolute;font-weight:normal;left:4.693px;top:177.1px;">generally on a field-by-field basis for E&amp;P assets.<div style="display:inline-block;width:5.49px"> </div>Because there usually is a lack of quoted<div style="display:inline-block;width:2.18px"> </div>market prices </div><div id="a28390" style="position:absolute;font-weight:normal;left:4.693px;top:193.1px;">for long-lived assets, the fair value of impaired assets<div style="display:inline-block;width:2.04px"> </div>is typically determined based on the present values </div><div id="a28395" style="position:absolute;font-weight:normal;left:4.693px;top:209.3px;">of expected future cash flows using discount rates<div style="display:inline-block;width:2.07px"> </div>believed to be consistent with those used by<div style="display:inline-block;width:2.07px"> </div>principal </div><div id="a28396" style="position:absolute;font-weight:normal;left:4.693px;top:225.4px;">market participants or based on a multiple of operating<div style="display:inline-block;width:2px"> </div>cash flow validated with historical<div style="display:inline-block;width:2.06px"> </div>market </div><div id="a28397" style="position:absolute;font-weight:normal;left:4.693px;top:241.5px;">transactions of similar assets where possible.<div style="display:inline-block;width:5.67px"> </div>Long-lived assets committed by management for<div style="display:inline-block;width:2.1px"> </div>disposal </div><div id="a28401" style="position:absolute;font-weight:normal;left:4.693px;top:257.6px;">within one year are accounted for at the lower<div style="display:inline-block;width:2.16px"> </div>of amortized cost or fair value, less cost<div style="display:inline-block;width:2.14px"> </div>to sell, with fair </div><div id="a28402" style="position:absolute;font-weight:normal;left:4.693px;top:273.6px;">value determined using a binding negotiated price,<div style="display:inline-block;width:2.01px"> </div>if available, or present value of expected future cash </div><div id="a28404" style="position:absolute;font-weight:normal;left:4.693px;top:289.8px;">flows as previously described. </div><div id="a28406" style="position:absolute;font-weight:normal;left:4.693px;top:319.9px;">The expected future cash flows used for impairment<div style="display:inline-block;width:1.9px"> </div>reviews and related fair value calculations are<div style="display:inline-block;width:2.16px"> </div>based </div><div id="a28407" style="position:absolute;font-weight:normal;left:4.693px;top:336px;">on estimated future production volumes, prices<div style="display:inline-block;width:2.09px"> </div>and costs, considering all available evidence at the date<div style="display:inline-block;width:1.95px"> </div>of </div><div id="a28409" style="position:absolute;font-weight:normal;left:4.693px;top:352px;">review.<div style="display:inline-block;width:7.73px"> </div>The impairment review includes cash flows from<div style="display:inline-block;width:1.9px"> </div>proved developed and undeveloped reserves, </div><div id="a28410" style="position:absolute;font-weight:normal;left:4.693px;top:368.2px;">including any development expenditures necessary<div style="display:inline-block;width:1.98px"> </div>to achieve that production.<div style="display:inline-block;width:6.18px"> </div>Additionally, when </div><div id="a28411" style="position:absolute;font-weight:normal;left:4.693px;top:384.4px;">probable and possible reserves exist, an appropriate<div style="display:inline-block;width:2.02px"> </div>risk-adjusted amount of these reserves may be </div><div id="a28415" style="position:absolute;font-weight:normal;left:4.693px;top:400.5px;">included in the impairment calculation. </div></div> <div id="TextBlockContainer663" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:606px;height:129px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a28423" style="position:absolute;font-weight:bold;left:5.653px;top:0px;">Impairment of Investments in Nonconsolidated<div style="display:inline-block;width:1.95px"> </div>Entities</div><div id="a28424" style="position:absolute;font-weight:normal;left:336.755px;top:0px;">—Investments in nonconsolidated entities<div style="display:inline-block;width:2.14px"> </div>are </div><div id="a28426" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">assessed for impairment whenever changes in<div style="display:inline-block;width:2.19px"> </div>the facts and circumstances indicate a loss<div style="display:inline-block;width:1.98px"> </div>in value has </div><div id="a28428" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;">occurred and annually following updates to corporate<div style="display:inline-block;width:1.99px"> </div>planning assumptions.<div style="display:inline-block;width:6.22px"> </div>When such a condition is </div><div id="a28429" style="position:absolute;font-weight:normal;left:4.693px;top:48.2px;">judgmentally determined to be other than temporary, the carrying value of the<div style="display:inline-block;width:2.08px"> </div>investment is written down </div><div id="a28430" style="position:absolute;font-weight:normal;left:4.693px;top:64.3px;">to fair value.<div style="display:inline-block;width:6.69px"> </div>The fair value of the impaired investment is<div style="display:inline-block;width:2.09px"> </div>based on quoted market prices, if available,<div style="display:inline-block;width:2.14px"> </div>or </div><div id="a28433" style="position:absolute;font-weight:normal;left:4.693px;top:80.5px;">upon the present value of expected future cash<div style="display:inline-block;width:2.13px"> </div>flows using discount rates believed to be consistent<div style="display:inline-block;width:1.9px"> </div>with </div><div id="a28434" style="position:absolute;font-weight:normal;left:4.693px;top:96.5px;">those used by principal market participants,<div style="display:inline-block;width:2.13px"> </div>plus market analysis of comparable assets<div style="display:inline-block;width:2.18px"> </div>owned by the </div><div id="a28437" style="position:absolute;font-weight:normal;left:4.693px;top:112.7px;">investee, if appropriate. </div></div> <div id="TextBlockContainer665" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:605px;height:33px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a28442" style="position:absolute;font-weight:bold;left:5.333px;top:0px;">Maintenance and Repairs</div><div id="a28443" style="position:absolute;font-weight:normal;left:159.448px;top:0px;">—Costs of maintenance and repairs, which are<div style="display:inline-block;width:2.15px"> </div>not significant improvements, </div><div id="a28451" style="position:absolute;font-weight:normal;left:4.693px;top:16.2px;">are expensed when incurred. </div></div> <div id="TextBlockContainer667" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:609px;height:81px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a28456" style="position:absolute;font-weight:bold;left:5.333px;top:0px;">Property Dispositions</div><div id="a28457" style="position:absolute;font-weight:normal;left:134.928px;top:0px;">—When complete units of depreciable property<div style="display:inline-block;width:2.17px"> </div>are sold, the asset cost and related </div><div id="a28463" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">accumulated depreciation are eliminated,<div style="display:inline-block;width:2.18px"> </div>with any gain or loss reflected in the “Gain on dispositions”<div style="display:inline-block;width:1.81px"> </div>line </div><div id="a28464" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;">of our consolidated income statement.<div style="display:inline-block;width:5.82px"> </div>When less than complete units of depreciable property<div style="display:inline-block;width:1.89px"> </div>are </div><div id="a28466" style="position:absolute;font-weight:normal;left:4.693px;top:48.4px;">disposed of or retired which do not significantly<div style="display:inline-block;width:2.14px"> </div>alter the DD&amp;A rate, the difference between asset<div style="display:inline-block;width:2.15px"> </div>cost </div><div id="a28467" style="position:absolute;font-weight:normal;left:4.693px;top:64.5px;">and salvage value is charged or credited to accumulated<div style="display:inline-block;width:2.1px"> </div>depreciation. </div></div> <div id="TextBlockContainer669" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:612px;height:288px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a28472" style="position:absolute;font-weight:bold;left:5.333px;top:0px;">Asset Retirement Obligations and Environmental Costs</div><div id="a28473" style="position:absolute;font-weight:normal;left:337.075px;top:0px;">—The</div><div id="a28475" style="position:absolute;font-weight:bold;left:373.075px;top:0px;"> </div><div id="a28476" style="position:absolute;font-weight:normal;left:376.595px;top:0px;">fair value of legal obligations to retire </div><div id="a28479" style="position:absolute;font-weight:normal;left:4.693px;top:16.2px;">and remove long-lived assets are recorded in<div style="display:inline-block;width:2.14px"> </div>the period in which the obligation is incurred<div style="display:inline-block;width:2.07px"> </div>(typically </div><div id="a28482" style="position:absolute;font-weight:normal;left:4.693px;top:32.3px;">when the asset is installed at the production location).<div style="display:inline-block;width:5.43px"> </div>When the liability is initially recorded,<div style="display:inline-block;width:2.14px"> </div>we </div><div id="a28483" style="position:absolute;font-weight:normal;left:4.693px;top:48.3px;">capitalize this cost by increasing the carrying amount<div style="display:inline-block;width:1.91px"> </div>of the related PP&amp;E.<div style="display:inline-block;width:6.36px"> </div>If, in subsequent periods, our </div><div id="a28485" style="position:absolute;font-weight:normal;left:4.693px;top:64.5px;">estimate of this liability changes, we will record an<div style="display:inline-block;width:2.06px"> </div>adjustment to both the liability and<div style="display:inline-block;width:2.18px"> </div>PP&amp;E.<div style="display:inline-block;width:6.87px"> </div>Over time </div><div id="a28486" style="position:absolute;font-weight:normal;left:4.693px;top:80.5px;">the liability is increased for the change in its present<div style="display:inline-block;width:2.05px"> </div>value, and the capitalized cost in PP&amp;E is </div><div id="a28489" style="position:absolute;font-weight:normal;left:4.693px;top:96.6px;">depreciated over the useful life of the related asset.<div style="display:inline-block;width:5.45px"> </div>Reductions to estimated liabilities for assets that<div style="display:inline-block;width:2.08px"> </div>are </div><div id="a28490" style="position:absolute;font-weight:normal;left:4.693px;top:112.8px;">no longer producing are recorded as a credit<div style="display:inline-block;width:2.16px"> </div>to impairment, if the asset had been previously<div style="display:inline-block;width:2.06px"> </div>impaired, or </div><div id="a28491" style="position:absolute;font-weight:normal;left:4.693px;top:128.8px;">as a credit to DD&amp;A, if the asset had not been previously<div style="display:inline-block;width:1.65px"> </div>impaired.<div style="display:inline-block;width:6.76px"> </div>For additional information, see </div><div id="a28494" style="position:absolute;font-weight:normal;left:4.693px;top:145px;">Note 10—Asset Retirement Obligations and Accrued<div style="display:inline-block;width:1.86px"> </div>Environmental Costs. </div><div id="a28500" style="position:absolute;font-weight:normal;left:4.693px;top:175px;">Environmental expenditures are expensed or capitalized,<div style="display:inline-block;width:1.79px"> </div>depending upon their future economic benefit.<div style="display:inline-block;width:5.65px"> </div></div><div id="a28502" style="position:absolute;font-weight:normal;left:4.693px;top:191.2px;">Expenditures relating to an existing condition<div style="display:inline-block;width:2.14px"> </div>caused by past operations, and those having no future </div><div id="a28503" style="position:absolute;font-weight:normal;left:4.693px;top:207.2px;">economic benefit, are expensed.<div style="display:inline-block;width:6.04px"> </div>Liabilities for environmental expenditures are<div style="display:inline-block;width:2.12px"> </div>recorded on an </div><div id="a28504" style="position:absolute;font-weight:normal;left:4.693px;top:223.4px;">undiscounted basis (unless acquired in a purchase<div style="display:inline-block;width:2.16px"> </div>business combination, which we record<div style="display:inline-block;width:2.15px"> </div>on a discounted </div><div id="a28506" style="position:absolute;font-weight:normal;left:4.693px;top:239.4px;">basis) when environmental assessments or cleanups<div style="display:inline-block;width:2.13px"> </div>are probable and the costs can be reasonably </div><div id="a28507" style="position:absolute;font-weight:normal;left:4.693px;top:255.5px;">estimated.<div style="display:inline-block;width:6.69px"> </div>Recoveries of environmental remediation costs<div style="display:inline-block;width:1.95px"> </div>from other parties are recorded as assets when </div><div id="a28509" style="position:absolute;font-weight:normal;left:4.693px;top:271.7px;">their receipt is probable and estimable. </div></div> <div id="TextBlockContainer671" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:611px;height:162px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a28514" style="position:absolute;font-weight:bold;left:5.333px;top:0px;">Guarantees</div><div id="a28515" style="position:absolute;font-weight:normal;left:74.608px;top:0px;">—The fair value of a guarantee is determined<div style="display:inline-block;width:2.02px"> </div>and recorded as a liability at the time the </div><div id="a28518" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">guarantee is given.<div style="display:inline-block;width:6.53px"> </div>The initial liability is subsequently reduced<div style="display:inline-block;width:2.15px"> </div>as we are released from exposure under </div><div id="a28519" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;">the guarantee.<div style="display:inline-block;width:6.64px"> </div>We amortize the guarantee liability over the relevant time period, if one exists, based on </div><div id="a28521" style="position:absolute;font-weight:normal;left:4.693px;top:48.3px;">the facts and circumstances surrounding each type<div style="display:inline-block;width:2.06px"> </div>of guarantee.<div style="display:inline-block;width:6.67px"> </div>In cases where the guarantee term is </div><div id="a28522" style="position:absolute;font-weight:normal;left:4.693px;top:64.3px;">indefinite, we reverse the liability when we have<div style="display:inline-block;width:2.17px"> </div>information indicating the liability<div style="display:inline-block;width:2.17px"> </div>is essentially relieved </div><div id="a28524" style="position:absolute;font-weight:normal;left:4.693px;top:80.5px;">or amortize it over an appropriate time<div style="display:inline-block;width:2.15px"> </div>period as the fair value of our guarantee exposure<div style="display:inline-block;width:2.15px"> </div>declines over </div><div id="a28525" style="position:absolute;font-weight:normal;left:4.693px;top:96.6px;">time.<div style="display:inline-block;width:6.82px"> </div>We amortize the guarantee liability to the related income statement line item based<div style="display:inline-block;width:2.17px"> </div>on the nature of </div><div id="a28527" style="position:absolute;font-weight:normal;left:4.693px;top:112.6px;">the guarantee.<div style="display:inline-block;width:6.64px"> </div>When it becomes probable that we will have<div style="display:inline-block;width:2.03px"> </div>to perform on a guarantee, we accrue a </div><div id="a28528" style="position:absolute;font-weight:normal;left:4.693px;top:128.8px;">separate liability if it is reasonably estimable,<div style="display:inline-block;width:2.12px"> </div>based on the facts and circumstances at that<div style="display:inline-block;width:2.09px"> </div>time.<div style="display:inline-block;width:6.82px"> </div>We </div><div id="a28529" style="position:absolute;font-weight:normal;left:4.693px;top:145px;">reverse the fair value liability only when there<div style="display:inline-block;width:2.13px"> </div>is no further exposure under the guarantee. </div></div> <div id="TextBlockContainer673" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:605px;height:81px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a28535" style="position:absolute;font-weight:bold;left:5.333px;top:0px;">Share-Based Compensation</div><div id="a28538" style="position:absolute;font-weight:normal;left:170.808px;top:0px;">—We recognize share-based compensation expense over the shorter of the </div><div id="a28542" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">service period (i.e., the stated period of time required<div style="display:inline-block;width:2.04px"> </div>to earn the award) or the period beginning at<div style="display:inline-block;width:2.12px"> </div>the </div><div id="a28544" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;">start of the service period and ending when an<div style="display:inline-block;width:2.15px"> </div>employee first becomes eligible for retirement.<div style="display:inline-block;width:5.63px"> </div>We have </div><div id="a28545" style="position:absolute;font-weight:normal;left:4.693px;top:48.2px;">elected to recognize expense on a straight-line<div style="display:inline-block;width:2.07px"> </div>basis over the service period for the entire<div style="display:inline-block;width:2.03px"> </div>award, whether </div><div id="a28548" style="position:absolute;font-weight:normal;left:4.693px;top:64.3px;">the award was granted with ratable or cliff vesting. </div></div> <div id="TextBlockContainer675" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:601px;height:33px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a28555" style="position:absolute;font-weight:bold;left:5.653px;top:0px;">Income Taxes</div><div id="a28556" style="position:absolute;font-weight:normal;left:88.528px;top:0px;">—Deferred income taxes are computed using<div style="display:inline-block;width:2.14px"> </div>the liability method and are provided on all </div><div id="a28558" style="position:absolute;font-weight:normal;left:4.693px;top:16.2px;">temporary differences between the financial reporting basis<div style="display:inline-block;width:1.93px"> </div>and the tax basis of our assets and liabilities, </div></div><div id="TextBlockContainer679" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:607px;height:81px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a28562" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">except for deferred taxes on income and temporary<div style="display:inline-block;width:2.11px"> </div>differences related to the cumulative translation </div><div id="a28564" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">adjustment considered to be permanently reinvested<div style="display:inline-block;width:2.03px"> </div>in certain foreign subsidiaries and<div style="display:inline-block;width:2.16px"> </div>foreign corporate </div><div id="a28565" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;">joint ventures.<div style="display:inline-block;width:6.65px"> </div>Allowable tax credits are applied currently<div style="display:inline-block;width:2.13px"> </div>as reductions of the provision for income </div><div id="a28566" style="position:absolute;font-weight:normal;left:4.693px;top:48.2px;">taxes.<div style="display:inline-block;width:6.9px"> </div>Interest related to unrecognized tax benefits<div style="display:inline-block;width:2.12px"> </div>is reflected in interest and debt expense, and<div style="display:inline-block;width:2.09px"> </div>penalties </div><div id="a28568" style="position:absolute;font-weight:normal;left:4.693px;top:64.3px;">related to unrecognized tax benefits are reflected<div style="display:inline-block;width:2.07px"> </div>in production and operating expenses. </div></div> <div id="TextBlockContainer681" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:578px;height:33px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a28574" style="position:absolute;font-weight:bold;left:5.653px;top:0px;">Taxes Collected from Customers and Remitted to Governmental Authorities</div><div id="a28576" style="position:absolute;font-weight:normal;left:462.355px;top:0px;">—Sales and value-</div><div id="a28579" style="position:absolute;font-weight:normal;left:4.693px;top:16.2px;">added taxes are recorded net. </div></div> <div id="TextBlockContainer683" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:612px;height:178px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a28584" style="position:absolute;font-weight:bold;left:5.653px;top:0px;">Net Income (Loss) Per Share of Common Stock</div><div id="a28585" style="position:absolute;font-weight:normal;left:288.568px;top:0px;">—Basic net income (loss) per share of common stock </div><div id="a28587" style="position:absolute;font-weight:normal;left:4.693px;top:16.2px;">is calculated based upon the daily weighted-average<div style="display:inline-block;width:2.02px"> </div>number of common shares outstanding during<div style="display:inline-block;width:2.18px"> </div>the </div><div id="a28590" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;">year.<div style="display:inline-block;width:7.58px"> </div>Also, this</div><div id="a28592" style="position:absolute;font-size:13.28px;font-weight:normal;font-style:italic;left:93.008px;top:32.9px;"> </div><div id="a28593" style="position:absolute;font-weight:normal;left:96.368px;top:32.2px;">calculation includes fully vested stock and unit<div style="display:inline-block;width:2.08px"> </div>awards that have not yet been issued as </div><div id="a28594" style="position:absolute;font-weight:normal;left:4.693px;top:48.3px;">common stock, along with an adjustment to<div style="display:inline-block;width:2.19px"> </div>net income (loss) for dividend equivalents<div style="display:inline-block;width:2.01px"> </div>paid on unvested </div><div id="a28595" style="position:absolute;font-weight:normal;left:4.693px;top:64.3px;">unit awards that are considered participating<div style="display:inline-block;width:2.18px"> </div>securities.<div style="display:inline-block;width:6.7px"> </div>Diluted net income per share of common stock </div><div id="a28597" style="position:absolute;font-weight:normal;left:4.693px;top:80.5px;">includes unvested stock, unit or option awards granted<div style="display:inline-block;width:1.92px"> </div>under our compensation plans and vested but </div><div id="a28598" style="position:absolute;font-weight:normal;left:4.693px;top:96.7px;">unexercised stock options, but only to the extent these<div style="display:inline-block;width:1.95px"> </div>instruments dilute net income per share, primarily </div><div id="a28600" style="position:absolute;font-weight:normal;left:4.693px;top:112.7px;">under the treasury-stock method.<div style="display:inline-block;width:6.03px"> </div>Diluted net loss per share, which is calculated<div style="display:inline-block;width:2.11px"> </div>the same as basic net loss </div><div id="a28603" style="position:absolute;font-weight:normal;left:4.693px;top:128.8px;">per share, does not assume conversion or exercise<div style="display:inline-block;width:2px"> </div>of securities that would have an antidilutive<div style="display:inline-block;width:1.99px"> </div>effect.<div style="display:inline-block;width:3.58px"> </div></div><div id="a28604" style="position:absolute;font-weight:normal;left:4.693px;top:144.8px;">Treasury stock is excluded from the daily weighted-average number<div style="display:inline-block;width:2.04px"> </div>of common shares outstanding in </div><div id="a28608" style="position:absolute;font-weight:normal;left:4.693px;top:161px;">both calculations.<div style="display:inline-block;width:6.44px"> </div>The earnings per share impact of the participating<div style="display:inline-block;width:1.93px"> </div>securities is immaterial. </div></div> <div id="TextBlockContainer686" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:641px;height:451px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a28612" style="position:absolute;font-weight:bold;left:4.693px;top:0px;">Note 2—Changes in Accounting Principles </div><div id="a28616" style="position:absolute;font-weight:normal;left:4.693px;top:16.2px;"> </div><div id="a28617" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;">We adopted the provisions of FASB ASU No. 2016-02, “Leases,” (ASC Topic 842) and its amendments, </div><div id="a28621" style="position:absolute;font-weight:normal;left:4.693px;top:48.3px;">beginning January 1, 2019.<div style="display:inline-block;width:6.13px"> </div>ASC Topic 842 establishes comprehensive accounting and financial reporting </div><div id="a28625" style="position:absolute;font-weight:normal;left:4.693px;top:64.3px;">requirements for leasing arrangements, supersedes<div style="display:inline-block;width:2.01px"> </div>the existing requirements in FASB ASC Topic 840, </div><div id="a28627" style="position:absolute;font-weight:normal;left:4.693px;top:80.5px;">“Leases” (ASC Topic 840), and requires lessees to recognize substantially<div style="display:inline-block;width:2.15px"> </div>all lease assets and lease liabilities </div><div id="a28628" style="position:absolute;font-weight:normal;left:4.693px;top:96.6px;">on the balance sheet.<div style="display:inline-block;width:6.4px"> </div>The provisions of ASC Topic 842 also modify the definition of a lease<div style="display:inline-block;width:2.08px"> </div>and outline </div><div id="a28629" style="position:absolute;font-weight:normal;left:4.693px;top:112.6px;">requirements for recognition, measurement, presentation<div style="display:inline-block;width:1.96px"> </div>and disclosure of leasing arrangements by<div style="display:inline-block;width:2.17px"> </div>both </div><div id="a28631" style="position:absolute;font-weight:normal;left:4.693px;top:128.8px;">lessees and lessors.<div style="display:inline-block;width:16.96px"> </div></div><div id="a28633" style="position:absolute;font-weight:normal;left:4.693px;top:144.8px;"> </div><div id="a28634" style="position:absolute;font-weight:normal;left:4.693px;top:161px;">We adopted ASC Topic<div style="display:inline-block;width:4.97px"> </div>842 using the modified retrospective<div style="display:inline-block;width:2.18px"> </div>approach and elected to utilize the Optional </div><div id="a28635" style="position:absolute;font-weight:normal;left:4.693px;top:177.1px;">Transition Method, which permits us to apply the provisions<div style="display:inline-block;width:2.11px"> </div>of ASC Topic 842 to leasing arrangements </div><div id="a28637" style="position:absolute;font-weight:normal;left:4.693px;top:193.1px;">existing at or entered into after January 1, 2019,<div style="display:inline-block;width:2.06px"> </div>and present in our financial statements comparative<div style="display:inline-block;width:1.9px"> </div>periods </div><div id="a28638" style="position:absolute;font-weight:normal;left:4.693px;top:209.3px;">prior to January 1, 2019 under the historical<div style="display:inline-block;width:2.16px"> </div>requirements of ASC Topic 840.<div style="display:inline-block;width:7.2px"> </div>In addition, we elected to adopt </div><div id="a28640" style="position:absolute;font-weight:normal;left:4.693px;top:225.5px;">the package of optional transition-related practical<div style="display:inline-block;width:1.89px"> </div>expedients, which among other things, allows us to<div style="display:inline-block;width:2.03px"> </div>carry </div><div id="a28643" style="position:absolute;font-weight:normal;left:4.693px;top:241.5px;">forward certain historical conclusions reached<div style="display:inline-block;width:2.17px"> </div>under ASC Topic 840 regarding lease identification, </div><div id="a28644" style="position:absolute;font-weight:normal;left:4.693px;top:257.6px;">classification, and the accounting treatment<div style="display:inline-block;width:2.08px"> </div>of initial direct costs.<div style="display:inline-block;width:6.41px"> </div>Furthermore, we elected not to record assets </div><div id="a28646" style="position:absolute;font-weight:normal;left:4.693px;top:273.6px;">and liabilities on our consolidated balance sheet<div style="display:inline-block;width:2.06px"> </div>for new or existing lease arrangements<div style="display:inline-block;width:2.07px"> </div>with terms of 12 </div><div id="a28647" style="position:absolute;font-weight:normal;left:4.693px;top:289.8px;">months or less. </div><div id="a28649" style="position:absolute;font-weight:normal;left:4.693px;top:305.9px;"> </div><div id="a28650" style="position:absolute;font-weight:normal;left:4.693px;top:321.9px;">The primary impact of applying ASC Topic 842 is the initial recognition<div style="display:inline-block;width:2.16px"> </div>of $</div><div id="a28650_76_3" style="position:absolute;font-weight:normal;left:437.528px;top:321.9px;-sec-ix-hidden:ID_2652;">998 </div><div id="a28650_79_34" style="position:absolute;font-weight:normal;left:458.648px;top:321.9px;"><div style="display:inline-block;width:3.52px"> </div>million of lease liabilities and </div><div id="a28652" style="position:absolute;font-weight:normal;left:4.693px;top:338.1px;">corresponding right-of-use assets on our consolidated<div style="display:inline-block;width:1.88px"> </div>balance sheet as of January 1, 2019, for leases<div style="display:inline-block;width:2.16px"> </div>classified </div><div id="a28657" style="position:absolute;font-weight:normal;left:4.693px;top:354.3px;">as operating leases under ASC Topic 840, as well as enhanced disclosure of our leasing<div style="display:inline-block;width:1.85px"> </div>arrangements.<div style="display:inline-block;width:6.62px"> </div>Our </div><div id="a28659" style="position:absolute;font-weight:normal;left:4.693px;top:370.3px;">accounting treatment for finance leases remains<div style="display:inline-block;width:2.15px"> </div>unchanged.<div style="display:inline-block;width:6.53px"> </div>In addition, there is no cumulative effect to </div><div id="a28660" style="position:absolute;font-weight:normal;left:4.693px;top:386.5px;">retained earnings or other components of equity<div style="display:inline-block;width:2.06px"> </div>recognized as of January 1, 2019, and the adoption<div style="display:inline-block;width:2.11px"> </div>of ASC </div><div id="a28661" style="position:absolute;font-weight:normal;left:4.693px;top:402.5px;">Topic 842 did not impact the presentation of our consolidated income statement<div style="display:inline-block;width:1.97px"> </div>or statement of cash flows.<div style="display:inline-block;width:6.28px"> </div></div><div id="a28663" style="position:absolute;font-weight:normal;left:4.693px;top:418.6px;">See Note 17—Non-Mineral Leases for additional<div style="display:inline-block;width:2px"> </div>information related to the adoption of ASC Topic 842. </div><div id="a28669" style="position:absolute;font-weight:normal;left:4.693px;top:434.8px;"> </div></div><div id="TextBlockContainer688" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:639px;height:81px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a28673" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">We adopted the provisions of FASB ASU No. 2018-02, “Reclassification of Certain Tax Effects from </div><div id="a28677" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">Accumulated Other Comprehensive Income,”<div style="display:inline-block;width:2.12px"> </div>beginning January 1, 2019.<div style="display:inline-block;width:6.14px"> </div>The ASU allows a reclassification </div><div id="a28678" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;">from accumulated other comprehensive income<div style="display:inline-block;width:2.05px"> </div>to retained earnings for stranded tax effects resulting<div style="display:inline-block;width:1.92px"> </div>from the </div><div id="a28679" style="position:absolute;font-weight:normal;left:4.693px;top:48.2px;">Tax Cuts and Jobs Act, eliminating the stranded tax effects.<div style="display:inline-block;width:6.47px"> </div>The cumulative effect to our consolidated balance </div><div id="a28681" style="position:absolute;font-weight:normal;left:4.693px;top:64.3px;">sheet at January 1, 2019 for the adoption of<div style="display:inline-block;width:2.18px"> </div>ASU No. 2018-02 was as follows: </div></div><div id="TextBlockContainer691" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:116px;height:17px;display:inline-block;"><div id="a28691" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">Millions of Dollars</div></div><div id="TextBlockContainer1206" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:631px;height:129px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a51611" style="position:absolute;font-weight:bold;left:4.693px;top:0px;">Note 26—New Accounting Standards </div><div id="a51621" style="position:absolute;font-weight:normal;left:4.693px;top:16.2px;"> </div><div id="a51622" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;">In June 2016, the FASB issued ASU No. 2016-13, “Measurement of Credit Losses on<div style="display:inline-block;width:1.92px"> </div>Financial Instruments” </div><div id="a51657" style="position:absolute;font-weight:normal;left:4.693px;top:48.3px;">(ASU No. 2016-13), which sets forth the current<div style="display:inline-block;width:2.07px"> </div>expected credit loss model, a new forward-looking </div><div id="a51691" style="position:absolute;font-weight:normal;left:4.693px;top:64.5px;">impairment model for certain financial instruments<div style="display:inline-block;width:1.94px"> </div>based on expected losses rather than incurred losses.<div style="display:inline-block;width:5.44px"> </div>The </div><div id="a51721" style="position:absolute;font-weight:normal;left:4.693px;top:80.5px;">ASU is effective for interim and annual periods beginning<div style="display:inline-block;width:2.07px"> </div>after December 15, 2019.<div style="display:inline-block;width:6.15px"> </div>Entities are required to </div><div id="a51755" style="position:absolute;font-weight:normal;left:4.693px;top:96.7px;">adopt ASU No. 2016-13 using a modified retrospective<div style="display:inline-block;width:1.91px"> </div>approach, subject to certain limited exceptions.<div style="display:inline-block;width:5.48px"> </div>The </div><div id="a51787" style="position:absolute;font-weight:normal;left:4.693px;top:112.7px;">impact<div style="display:inline-block;width:3.28px"> </div>of adopting this ASU is not expected to be material<div style="display:inline-block;width:1.95px"> </div>to our financial statements.<div style="display:inline-block;width:16.63px"> </div></div></div> 998000000 <div id="TextBlockContainer692" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:116px;height:17px;display:inline-block;"><div id="div_690_XBRL_TS_70e89e3a385f471d8e7b0df1cd323155" style="position:absolute;left:0px;top:0px;float:left;"><div id="TextBlockContainer691" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:116px;height:17px;display:inline-block;"><div id="a28691" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">Millions of Dollars</div></div></div></div> -6063000000 -40000000 -6103000000 34010000000 40000000 34050000000 <div id="TextBlockContainer694" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:637px;height:472px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a28755" style="position:absolute;font-weight:bold;left:4.693px;top:0px;">Note 3—Variable Interest Entities</div><div id="a28758" style="position:absolute;font-weight:normal;left:208.888px;top:0px;"> </div><div id="a28759" style="position:absolute;font-weight:normal;left:4.693px;top:33.8px;">We hold variable interests in VIEs for which there are existing arrangements that provide<div style="display:inline-block;width:1.95px"> </div>those entities with </div><div id="a28760" style="position:absolute;font-weight:normal;left:4.693px;top:49.8px;">additional forms of subordinated financial support.<div style="display:inline-block;width:5.45px"> </div>However, as we are not considered the primary </div><div id="a28761" style="position:absolute;font-weight:normal;left:4.693px;top:65.9px;">beneficiary, these entities have not been consolidated in our financial statements. </div><div id="a28763" style="position:absolute;font-size:13.28px;font-weight:normal;left:461.555px;top:66.6px;"> </div><div id="a28764" style="position:absolute;font-weight:bold;left:4.693px;top:99.5px;">Marine Well Containment Company, LLC (MWCC) </div><div id="a28766" style="position:absolute;font-weight:normal;left:4.693px;top:115.7px;">We have a </div><div id="a28766_10_2" style="position:absolute;font-weight:normal;left:67.413px;top:115.7px;">10 </div><div id="a28766_12_92" style="position:absolute;font-weight:normal;left:81.328px;top:115.7px;"><div style="display:inline-block;width:3.52px"> </div>percent ownership interest in MWCC, and<div style="display:inline-block;width:2.12px"> </div>it is accounted for as an equity method investment </div><div id="a28769" style="position:absolute;font-weight:normal;left:4.693px;top:131.8px;">because MWCC is a limited liability company<div style="display:inline-block;width:2.15px"> </div>in which we are a founding member.<div style="display:inline-block;width:6.65px"> </div>MWCC is considered a </div><div id="a28772" style="position:absolute;font-weight:normal;left:4.693px;top:147.8px;">VIE, as it has entered into arrangements that provide<div style="display:inline-block;width:2.13px"> </div>it with additional forms of subordinated<div style="display:inline-block;width:2.01px"> </div>financial support. </div><div id="a28773" style="position:absolute;font-weight:normal;left:4.693px;top:164px;">We are not the primary beneficiary and do not consolidate MWCC because we share<div style="display:inline-block;width:2.16px"> </div>the power to govern the </div><div id="a28774" style="position:absolute;font-weight:normal;left:4.693px;top:180.2px;">business and operation of the company and to<div style="display:inline-block;width:2.15px"> </div>undertake certain obligations that most<div style="display:inline-block;width:2.16px"> </div>significantly impact its </div><div id="a28776" style="position:absolute;font-weight:normal;left:4.693px;top:196.2px;">economic performance with nine other unaffiliated<div style="display:inline-block;width:2.17px"> </div>owners of MWCC. </div><div id="a28778" style="position:absolute;font-weight:normal;left:4.693px;top:212.3px;"> </div><div id="a28779" style="position:absolute;font-weight:normal;left:4.693px;top:228.3px;">Based on inputs related to the fair value of MWCC<div style="display:inline-block;width:2.04px"> </div>observed in the second quarter of 2019, we reduced<div style="display:inline-block;width:1.89px"> </div>the </div><div id="a28781" style="position:absolute;font-weight:normal;left:4.693px;top:244.5px;">carrying value of our equity method investment<div style="display:inline-block;width:2.17px"> </div>in MWCC to $</div><div id="a28781_59_2" style="position:absolute;font-weight:normal;left:358.774px;top:244.5px;">30 </div><div id="a28781_61_35" style="position:absolute;font-weight:normal;left:372.694px;top:244.5px;"><div style="display:inline-block;width:3.52px"> </div>million and recorded a before-tax </div><div id="a28784" style="position:absolute;font-weight:normal;left:4.693px;top:260.7px;">impairment of $</div><div id="a28784_15_2" style="position:absolute;font-weight:normal;left:94.934px;top:260.7px;">95 </div><div id="a28784_17_94" style="position:absolute;font-weight:normal;left:109.014px;top:260.7px;"><div style="display:inline-block;width:3.52px"> </div>million which is included in the “Equity<div style="display:inline-block;width:2.13px"> </div>in earnings of affiliates” line on our consolidated </div><div id="a28785" style="position:absolute;font-weight:normal;left:4.693px;top:276.7px;">income statement. For additional information<div style="display:inline-block;width:2.14px"> </div>see Note 15—Fair Value Measurement.<div style="display:inline-block;width:7.29px"> </div>At December 31, 2019, </div><div id="a28792" style="position:absolute;font-weight:normal;left:4.693px;top:292.8px;">the book value of our equity method investment<div style="display:inline-block;width:2.12px"> </div>in MWCC was $</div><div id="a28792_60_2" style="position:absolute;font-weight:normal;left:371.574px;top:292.8px;">24 </div><div id="a28792_62_35" style="position:absolute;font-weight:normal;left:385.555px;top:292.8px;"><div style="display:inline-block;width:3.52px"> </div>million. We have not provided any </div><div id="a28795" style="position:absolute;font-weight:normal;left:4.693px;top:308.8px;">financial support to MWCC other than amounts<div style="display:inline-block;width:2px"> </div>previously contractually required. Unless we elect<div style="display:inline-block;width:2.1px"> </div>otherwise, </div><div id="a28797" style="position:absolute;font-weight:normal;left:4.693px;top:325px;">we have no requirement to provide liquidity<div style="display:inline-block;width:2.18px"> </div>or purchase the assets of MWCC. </div><div id="a28799" style="position:absolute;font-weight:bold;left:4.693px;top:358.7px;">Australia Pacific LNG Pty Ltd (APLNG) </div><div id="a28801" style="position:absolute;font-weight:normal;left:4.693px;top:374.7px;">We hold a </div><div id="a28801_10_4" style="position:absolute;font-weight:normal;left:65.813px;top:374.7px;">37.5 </div><div id="a28801_14_93" style="position:absolute;font-weight:normal;left:90.288px;top:374.7px;"><div style="display:inline-block;width:3.52px"> </div>percent interest in APLNG, our joint venture<div style="display:inline-block;width:2.04px"> </div>with Origin Energy and Sinopec. We are not the </div><div id="a28806" style="position:absolute;font-weight:normal;left:4.693px;top:390.9px;">primary beneficiary because we share, with<div style="display:inline-block;width:2.15px"> </div>our joint venture partners, the power to direct<div style="display:inline-block;width:2.06px"> </div>the key activities of </div><div id="a28808" style="position:absolute;font-weight:normal;left:4.693px;top:407.1px;">APLNG that most significantly impacts its<div style="display:inline-block;width:2.05px"> </div>economic performance. Therefore, we do not consolidate<div style="display:inline-block;width:2.03px"> </div>APLNG </div><div id="a28809" style="position:absolute;font-weight:normal;left:4.693px;top:423.1px;">and account for this entity as an equity method<div style="display:inline-block;width:2.06px"> </div>investment.<div style="display:inline-block;width:6.57px"> </div>As of December 31, 2019, we no longer have </div><div id="a28816" style="position:absolute;font-weight:normal;left:4.693px;top:439.3px;">certain guarantees that provide APLNG with additional<div style="display:inline-block;width:1.91px"> </div>subordinated financial support. For additional </div><div id="a28818" style="position:absolute;font-weight:normal;left:4.693px;top:455.3px;">information see Note 12—Guarantees.</div></div> 0.10 0.10 30000000 -95000000 24000000 0.375 <div id="TextBlockContainer698" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:632px;height:160px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="div_696_XBRL_CS_da5e7712891748db8eb95db37882d2a4" style="position:absolute;left:0px;top:0px;float:left;"><div id="TextBlockContainer697" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:632px;height:160px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a28829" style="position:absolute;font-weight:bold;left:4.693px;top:0px;">Note 4—Inventories</div><div id="a28842" style="position:absolute;font-weight:normal;left:4.693px;top:29.6px;">Inventories at December 31 were:</div><div id="a28855" style="position:absolute;font-weight:normal;left:478.675px;top:59.2px;">Millions of Dollars</div><div id="a28859" style="position:absolute;font-weight:bold;left:504.755px;top:75.9px;">2019</div><div id="a28862" style="position:absolute;font-weight:normal;left:601.755px;top:75.9px;">2018</div><div id="a28869" style="position:absolute;font-weight:normal;left:4.693px;top:108px;">Crude oil and natural gas</div><div id="a28871" style="position:absolute;font-weight:bold;left:434.835px;top:108px;">$</div><div id="a28873" style="position:absolute;font-weight:bold;left:507.795px;top:108px;">472 </div><div id="a28876" style="position:absolute;font-weight:normal;left:604.795px;top:108px;">432 </div><div id="a28878" style="position:absolute;font-weight:normal;left:4.693px;top:124.2px;">Materials and supplies</div><div id="a28881" style="position:absolute;font-weight:bold;left:507.795px;top:124.2px;">554 </div><div id="a28884" style="position:absolute;font-weight:normal;left:604.795px;top:124.2px;">575 </div><div id="a28887" style="position:absolute;font-weight:bold;left:434.835px;top:143.4px;">$</div><div id="a28889" style="position:absolute;font-weight:bold;left:497.235px;top:143.4px;">1,026 </div><div id="a28892" style="position:absolute;font-weight:normal;left:594.235px;top:143.4px;">1,007 </div></div></div></div><div id="TextBlockContainer700" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:628px;height:49px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a28896" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">Inventories valued on the LIFO basis totaled<div style="display:inline-block;width:2.09px"> </div>$</div><div id="a28896_46_3" style="position:absolute;font-weight:normal;left:264.854px;top:0px;">286 </div><div id="a28896_49_14" style="position:absolute;font-weight:normal;left:285.974px;top:0px;"><div style="display:inline-block;width:3.52px"> </div>million and $</div><div id="a28896_63_3" style="position:absolute;font-weight:normal;left:364.054px;top:0px;">292 </div><div id="a28896_66_40" style="position:absolute;font-weight:normal;left:385.235px;top:0px;"><div style="display:inline-block;width:3.52px"> </div>million at December 31, 2019 and 2018, </div><div id="a28906" style="position:absolute;font-weight:normal;left:4.693px;top:16.2px;">respectively.<div style="display:inline-block;width:7.61px"> </div>The estimated excess of current replacement<div style="display:inline-block;width:2.06px"> </div>cost over LIFO cost of inventories was </div><div id="a28907" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;">approximately $</div><div id="a28907_15_3" style="position:absolute;font-weight:normal;left:96.213px;top:32.2px;">155 </div><div id="a28907_18_14" style="position:absolute;font-weight:normal;left:117.168px;top:32.2px;"><div style="display:inline-block;width:3.52px"> </div>million and $</div><div id="a28907_32_2" style="position:absolute;font-weight:normal;left:195.408px;top:32.2px;">75 </div><div id="a28907_34_69" style="position:absolute;font-weight:normal;left:209.368px;top:32.2px;"><div style="display:inline-block;width:3.52px"> </div>million at December 31, 2019 and December<div style="display:inline-block;width:2.1px"> </div>31, 2018, respectively.<div style="display:inline-block;width:10.69px"> </div></div></div> <div id="TextBlockContainer697" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:632px;height:160px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a28829" style="position:absolute;font-weight:bold;left:4.693px;top:0px;">Note 4—Inventories</div><div id="a28842" style="position:absolute;font-weight:normal;left:4.693px;top:29.6px;">Inventories at December 31 were:</div><div id="a28855" style="position:absolute;font-weight:normal;left:478.675px;top:59.2px;">Millions of Dollars</div><div id="a28859" style="position:absolute;font-weight:bold;left:504.755px;top:75.9px;">2019</div><div id="a28862" style="position:absolute;font-weight:normal;left:601.755px;top:75.9px;">2018</div><div id="a28869" style="position:absolute;font-weight:normal;left:4.693px;top:108px;">Crude oil and natural gas</div><div id="a28871" style="position:absolute;font-weight:bold;left:434.835px;top:108px;">$</div><div id="a28873" style="position:absolute;font-weight:bold;left:507.795px;top:108px;">472 </div><div id="a28876" style="position:absolute;font-weight:normal;left:604.795px;top:108px;">432 </div><div id="a28878" style="position:absolute;font-weight:normal;left:4.693px;top:124.2px;">Materials and supplies</div><div id="a28881" style="position:absolute;font-weight:bold;left:507.795px;top:124.2px;">554 </div><div id="a28884" style="position:absolute;font-weight:normal;left:604.795px;top:124.2px;">575 </div><div id="a28887" style="position:absolute;font-weight:bold;left:434.835px;top:143.4px;">$</div><div id="a28889" style="position:absolute;font-weight:bold;left:497.235px;top:143.4px;">1,026 </div><div id="a28892" style="position:absolute;font-weight:normal;left:594.235px;top:143.4px;">1,007 </div></div> 472000000 432000000 554000000 575000000 1026000000 1007000000 286000000 292000000 155000000 75000000 <div id="TextBlockContainer702" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:641px;height:612px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a28922" style="position:absolute;font-weight:bold;left:4.693px;top:0px;">Note 5—Asset Acquisitions and Dispositions </div><div id="a28927" style="position:absolute;font-weight:bold;left:4.693px;top:16.2px;"> </div><div id="a28928" style="position:absolute;font-weight:normal;left:4.693px;top:32.3px;">All gains or losses on asset dispositions<div style="display:inline-block;width:2.18px"> </div>are reported before-tax and are included net in<div style="display:inline-block;width:2.18px"> </div>the “Gain on </div><div id="a28931" style="position:absolute;font-weight:normal;left:4.693px;top:48.3px;">dispositions” line on our consolidated income<div style="display:inline-block;width:2.14px"> </div>statement.<div style="display:inline-block;width:6.53px"> </div>All cash proceeds are included in the “Cash Flows </div><div id="a28936" style="position:absolute;font-weight:normal;left:4.693px;top:64.5px;">From Investing Activities” section of our consolidated<div style="display:inline-block;width:1.94px"> </div>statement of cash flows.<div style="display:inline-block;width:6.36px"> </div></div><div id="a28959" style="position:absolute;font-weight:bold;left:455.475px;top:64.5px;"> </div><div id="a28960" style="position:absolute;font-weight:bold;left:4.693px;top:80.5px;"> </div><div id="a28961" style="position:absolute;font-weight:normal;font-style:italic;left:4.693px;top:96.6px;">2019 </div><div id="a28964" style="position:absolute;font-weight:bold;left:4.693px;top:112.8px;">Assets Held for Sale </div><div id="a28972" style="position:absolute;font-weight:normal;left:4.693px;top:128.8px;">In October 2019, we entered into an agreement to sell<div style="display:inline-block;width:2.06px"> </div>the subsidiaries that hold our Australia-West assets and </div><div id="a29010" style="position:absolute;font-weight:normal;left:4.693px;top:145px;">operations to Santos for $</div><div id="a29010_26_4" style="position:absolute;font-weight:normal;left:148.688px;top:145px;">1.39 </div><div id="a29010_30_82" style="position:absolute;font-weight:normal;left:173.168px;top:145px;"><div style="display:inline-block;width:3.56px"> </div>billion, plus customary adjustments, with an effective<div style="display:inline-block;width:2.09px"> </div>date of January 1, 2019.<div style="display:inline-block;width:6.35px"> </div></div><div id="a29045" style="position:absolute;font-weight:normal;left:4.693px;top:161px;">In addition, we will receive a payment of $</div><div id="a29045_43_2" style="position:absolute;font-weight:normal;left:245.528px;top:161px;">75 </div><div id="a29045_45_55" style="position:absolute;font-weight:normal;left:259.608px;top:161px;"><div style="display:inline-block;width:3.52px"> </div>million upon final investment decision of<div style="display:inline-block;width:2.07px"> </div>the Barossa </div><div id="a29079" style="position:absolute;font-weight:normal;left:4.693px;top:177.1px;">development project.<div style="display:inline-block;width:6.42px"> </div>These subsidiaries hold our </div><div id="a29079_50_4" style="position:absolute;font-weight:normal;left:287.128px;top:177.1px;">37.5 </div><div id="a29079_54_53" style="position:absolute;font-weight:normal;left:311.608px;top:177.1px;"><div style="display:inline-block;width:3.52px"> </div>percent interest in the Barossa Project and<div style="display:inline-block;width:2.13px"> </div>Caldita </div><div id="a29109" style="position:absolute;font-weight:normal;left:4.693px;top:193.3px;">Field, our </div><div id="a29109_11_4" style="position:absolute;font-weight:normal;left:62.768px;top:193.3px;">56.9 </div><div id="a29109_15_71" style="position:absolute;font-weight:normal;left:87.248px;top:193.3px;"><div style="display:inline-block;width:3.52px"> </div>percent interest in the Darwin LNG Facility and<div style="display:inline-block;width:2.05px"> </div>Bayu-Undan Field, our </div><div id="a29109_86_2" style="position:absolute;font-weight:normal;left:495.955px;top:193.3px;">40 </div><div id="a29109_88_21" style="position:absolute;font-weight:normal;left:510.035px;top:193.3px;"><div style="display:inline-block;width:3.52px"> </div>percent interest in </div><div id="a29148" style="position:absolute;font-weight:normal;left:4.693px;top:209.3px;">the Greater Poseidon Fields, and our </div><div id="a29148_37_2" style="position:absolute;font-weight:normal;left:212.888px;top:209.3px;">50 </div><div id="a29148_39_66" style="position:absolute;font-weight:normal;left:226.808px;top:209.3px;"><div style="display:inline-block;width:3.52px"> </div>percent interest in the Athena Field.<div style="display:inline-block;width:5.8px"> </div>The net carrying value is </div><div id="a29186" style="position:absolute;font-weight:normal;left:4.693px;top:225.5px;">approximately $</div><div id="a29186_15_3" style="position:absolute;font-weight:normal;left:96.208px;top:225.5px;">0.6 </div><div id="a29186_18_40" style="position:absolute;font-weight:normal;left:113.648px;top:225.5px;"><div style="display:inline-block;width:3.52px"> </div>billion, which consisted primarily of $</div><div id="a29186_58_3" style="position:absolute;font-weight:normal;left:331.928px;top:225.5px;">1.2 </div><div id="a29186_61_22" style="position:absolute;font-weight:normal;left:349.528px;top:225.5px;"><div style="display:inline-block;width:3.55px"> </div>billion of PP&amp;E and $</div><div id="a29186_83_3" style="position:absolute;font-weight:normal;left:477.555px;top:225.5px;">0.3 </div><div id="a29186_86_21" style="position:absolute;font-weight:normal;left:494.995px;top:225.5px;"><div style="display:inline-block;width:3.52px"> </div>billion of cash and </div><div id="a29221" style="position:absolute;font-weight:normal;left:4.693px;top:241.6px;">working capital, offset by $</div><div id="a29221_28_3" style="position:absolute;font-weight:normal;left:159.248px;top:241.6px;">0.7 </div><div id="a29221_31_21" style="position:absolute;font-weight:normal;left:176.728px;top:241.6px;"><div style="display:inline-block;width:3.52px"> </div>billion of ARO and $</div><div id="a29221_52_3" style="position:absolute;font-weight:normal;left:299.288px;top:241.6px;">0.2 </div><div id="a29221_55_59" style="position:absolute;font-weight:normal;left:316.888px;top:241.6px;"><div style="display:inline-block;width:3.36px"> </div>billion of deferred tax liabilities.<div style="display:inline-block;width:5.91px"> </div>The assets met held </div><div id="a29261" style="position:absolute;font-weight:normal;left:4.693px;top:257.6px;">for sale criteria in the fourth quarter, and as of December 31, 2019<div style="display:inline-block;width:2.07px"> </div>we had reclassified $</div><div id="a29261_90_3" style="position:absolute;font-weight:normal;left:497.875px;top:257.6px;">1.2 </div><div id="a29261_93_20" style="position:absolute;font-weight:normal;left:515.475px;top:257.6px;"><div style="display:inline-block;width:3.52px"> </div>billion of PP&amp;E to </div><div id="a29307" style="position:absolute;font-weight:normal;left:4.693px;top:273.8px;">“Prepaid expenses and other current assets” and $</div><div id="a29307_49_3" style="position:absolute;font-weight:normal;left:283.608px;top:273.8px;">0.7 </div><div id="a29307_52_54" style="position:absolute;font-weight:normal;left:301.208px;top:273.8px;"><div style="display:inline-block;width:3.52px"> </div>billion of noncurrent ARO to “Other accruals”<div style="display:inline-block;width:2.11px"> </div>on our </div><div id="a29341" style="position:absolute;font-weight:normal;left:4.693px;top:289.8px;">consolidated balance sheet.<div style="display:inline-block;width:6.19px"> </div>The before-tax earnings associated with our<div style="display:inline-block;width:2.17px"> </div>Australia-West subsidiaries were </div><div id="a29370" style="position:absolute;font-weight:normal;left:4.693px;top:305.9px;">$</div><div id="a29370_1_3" style="position:absolute;font-weight:normal;left:11.733px;top:305.9px;">372 </div><div id="a29370_4_11" style="position:absolute;font-weight:normal;left:32.853px;top:305.9px;"><div style="display:inline-block;width:3.52px"> </div>million, $</div><div id="a29370_15_3" style="position:absolute;font-weight:normal;left:90.768px;top:305.9px;">364 </div><div id="a29370_18_14" style="position:absolute;font-weight:normal;left:111.728px;top:305.9px;"><div style="display:inline-block;width:3.52px"> </div>million and $</div><div id="a29370_32_3" style="position:absolute;font-weight:normal;left:190.008px;top:305.9px;">317 </div><div id="a29370_35_63" style="position:absolute;font-weight:normal;left:210.968px;top:305.9px;"><div style="display:inline-block;width:3.52px"> </div>million for the years ended December 31,<div style="display:inline-block;width:2.16px"> </div>2019, 2018 and 2017, </div><div id="a29405" style="position:absolute;font-weight:normal;left:4.693px;top:322.1px;">respectively.<div style="display:inline-block;width:7.61px"> </div>This transaction is expected to be completed<div style="display:inline-block;width:2.09px"> </div>in the first quarter of 2020, subject to regulatory </div><div id="a29440" style="position:absolute;font-weight:normal;left:4.693px;top:338.1px;">approvals and other specific conditions precedent.<div style="display:inline-block;width:5.59px"> </div>Results of operations for the subsidiaries<div style="display:inline-block;width:1.98px"> </div>to be sold are </div><div id="a29474" style="position:absolute;font-weight:normal;left:4.693px;top:354.3px;">reported within our Asia Pacific and Middle East<div style="display:inline-block;width:2.15px"> </div>segment. </div><div id="a29492" style="position:absolute;font-weight:normal;left:4.693px;top:370.3px;"> </div><div id="a29493" style="position:absolute;font-weight:normal;left:4.693px;top:386.4px;">In the fourth quarter of 2019, we signed an agreement<div style="display:inline-block;width:2.08px"> </div>to sell our interests in the Niobrara shale play<div style="display:inline-block;width:2.11px"> </div>for $</div><div id="a29493_108_4" style="position:absolute;font-weight:normal;left:594.715px;top:386.4px;">380 </div><div id="a29536" style="position:absolute;font-weight:normal;left:4.693px;top:402.6px;">million, plus customary adjustments,<div style="display:inline-block;width:2.29px"> </div>and overriding royalty interests in certain<div style="display:inline-block;width:2.11px"> </div>future wells.<div style="display:inline-block;width:6.74px"> </div>To reduce the </div><div id="a29570" style="position:absolute;font-weight:normal;left:4.693px;top:418.6px;">carrying value to fair value, in the fourth quarter<div style="display:inline-block;width:2.1px"> </div>of 2019, we recorded an impairment of $</div><div id="a29570_91_3" style="position:absolute;font-weight:normal;left:508.755px;top:418.6px;">379 </div><div id="a29570_94_16" style="position:absolute;font-weight:normal;left:529.915px;top:418.6px;"><div style="display:inline-block;width:3.52px"> </div>million before-</div><div id="a29612" style="position:absolute;font-weight:normal;left:4.693px;top:434.8px;">tax for developed properties and exploration expenses<div style="display:inline-block;width:1.94px"> </div>of $</div><div id="a29612_58_1" style="position:absolute;font-weight:normal;left:332.888px;top:434.8px;">7 </div><div id="a29612_59_44" style="position:absolute;font-weight:normal;left:339.928px;top:434.8px;"><div style="display:inline-block;width:3.52px"> </div>million related to leasehold impairment of </div><div id="a29642" style="position:absolute;font-weight:normal;left:4.693px;top:450.9px;">undeveloped properties.<div style="display:inline-block;width:6.32px"> </div>Our Niobrara interests to be sold have a net carrying<div style="display:inline-block;width:2.16px"> </div>value of approximately $</div><div id="a29642_103_4" style="position:absolute;font-weight:normal;left:583.995px;top:450.9px;">390 </div><div id="a29677" style="position:absolute;font-weight:normal;left:4.693px;top:466.9px;">million, which consisted primarily of $</div><div id="a29677_39_3" style="position:absolute;font-weight:normal;left:223.288px;top:466.9px;">426 </div><div id="a29677_42_29" style="position:absolute;font-weight:normal;left:244.408px;top:466.9px;"><div style="display:inline-block;width:3.52px"> </div>million of PP&amp;E, offset by $</div><div id="a29677_71_2" style="position:absolute;font-weight:normal;left:408.915px;top:466.9px;">34 </div><div id="a29677_73_33" style="position:absolute;font-weight:normal;left:422.995px;top:466.9px;"><div style="display:inline-block;width:3.52px"> </div>million of noncurrent ARO.<div style="display:inline-block;width:6.04px"> </div>The </div><div id="a29713" style="position:absolute;font-weight:normal;left:4.693px;top:483.1px;">assets met held for sale criteria in the fourth quarter, and as of December<div style="display:inline-block;width:1.95px"> </div>31, 2019, we had reclassified $</div><div id="a29713_107_4" style="position:absolute;font-weight:normal;left:589.595px;top:483.1px;">426 </div><div id="a29755" style="position:absolute;font-weight:normal;left:4.693px;top:499.1px;">million of PP&amp;E to “Prepaid expenses and other<div style="display:inline-block;width:2.04px"> </div>current assets” and $</div><div id="a29755_68_2" style="position:absolute;font-weight:normal;left:395.635px;top:499.1px;">34 </div><div id="a29755_70_38" style="position:absolute;font-weight:normal;left:409.555px;top:499.1px;"><div style="display:inline-block;width:3.52px"> </div>million of noncurrent AROs to “Other </div><div id="a29792" style="position:absolute;font-weight:normal;left:4.693px;top:515.3px;">accruals” on our consolidated balance sheet.<div style="display:inline-block;width:5.78px"> </div>The before-tax losses associated with our interests<div style="display:inline-block;width:1.9px"> </div>in Niobrara, </div><div id="a29826" style="position:absolute;font-weight:normal;left:4.693px;top:531.4px;">including the $386 million of impairments noted<div style="display:inline-block;width:2.13px"> </div>above, were $</div><div id="a29826_61_3" style="position:absolute;font-weight:normal;left:358.675px;top:531.4px;">372 </div><div id="a29826_64_14" style="position:absolute;font-weight:normal;left:379.795px;top:531.4px;"><div style="display:inline-block;width:3.52px"> </div>million and $</div><div id="a29826_78_2" style="position:absolute;font-weight:normal;left:457.875px;top:531.4px;">12 </div><div id="a29826_80_29" style="position:absolute;font-weight:normal;left:471.955px;top:531.4px;"><div style="display:inline-block;width:3.36px"> </div>million for the years ended </div><div id="a29864" style="position:absolute;font-weight:normal;left:4.693px;top:547.4px;">December 31, 2019 and 2017,<div style="display:inline-block;width:2.66px"> </div>respectively.<div style="display:inline-block;width:7.45px"> </div>The before-tax earnings associated with our interests<div style="display:inline-block;width:1.97px"> </div>in Niobrara </div><div id="a29897" style="position:absolute;font-weight:normal;left:4.693px;top:563.6px;">for the year ended December 31, 2018 was $</div><div id="a29897_42_2" style="position:absolute;font-weight:normal;left:255.448px;top:563.6px;">35 </div><div id="a29897_44_66" style="position:absolute;font-weight:normal;left:269.528px;top:563.6px;"><div style="display:inline-block;width:3.52px"> </div>million.<div style="display:inline-block;width:6.68px"> </div>This transaction is subject to regulatory approval<div style="display:inline-block;width:2.05px"> </div>and </div><div id="a29936" style="position:absolute;font-weight:normal;left:4.693px;top:579.7px;">other specific conditions precedent and is expected<div style="display:inline-block;width:2.03px"> </div>to close in the first quarter of 2020.<div style="display:inline-block;width:5.87px"> </div>The Niobrara results of </div><div id="a29978" style="position:absolute;font-weight:normal;left:4.693px;top:595.7px;">operations are reported within our Lower 48 segment.<div style="display:inline-block;width:8.75px"> </div></div></div><div id="TextBlockContainer704" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:638px;height:886px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a29998" style="position:absolute;font-weight:bold;left:4.693px;top:0px;"> </div><div id="a29999" style="position:absolute;font-weight:bold;left:4.693px;top:16px;">Assets Sold </div><div id="a30004" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;">In January 2019, we entered into agreements to sell<div style="display:inline-block;width:2px"> </div>our </div><div id="a30004_56_4" style="position:absolute;font-weight:normal;left:318.648px;top:32.2px;">12.4 </div><div id="a30004_60_48" style="position:absolute;font-weight:normal;left:343.128px;top:32.2px;"><div style="display:inline-block;width:3.52px"> </div>percent ownership interests in the Golden<div style="display:inline-block;width:2.18px"> </div>Pass </div><div id="a30040" style="position:absolute;font-weight:normal;left:4.693px;top:48.2px;">LNG Terminal and Golden Pass Pipeline.<div style="display:inline-block;width:6.87px"> </div>We also entered into agreements to amend our contractual </div><div id="a30070" style="position:absolute;font-weight:normal;left:4.693px;top:64.3px;">obligations for retaining use of the facilities.<div style="display:inline-block;width:5.54px"> </div>As a result of entering into these agreements, we recorded<div style="display:inline-block;width:2.02px"> </div>a </div><div id="a30107" style="position:absolute;font-weight:normal;left:4.693px;top:80.5px;">before-tax impairment of $</div><div id="a30107_26_2" style="position:absolute;font-weight:normal;left:156.048px;top:80.5px;">60 </div><div id="a30107_28_83" style="position:absolute;font-weight:normal;left:169.968px;top:80.5px;"><div style="display:inline-block;width:3.52px"> </div>million in the first quarter of 2019 which is included<div style="display:inline-block;width:2.11px"> </div>in the “Equity in earnings </div><div id="a30147" style="position:absolute;font-weight:normal;left:4.693px;top:96.5px;">of affiliates” line on our consolidated income statement.<div style="display:inline-block;width:5.5px"> </div>We completed the sale in the second quarter of 2019. </div><div id="a30184" style="position:absolute;font-weight:normal;left:4.693px;top:112.7px;">Results of operations for these assets are reported in<div style="display:inline-block;width:2.15px"> </div>our Lower 48 segment.<div style="display:inline-block;width:6.23px"> </div>See Note 15—Fair Value </div><div id="a30220" style="position:absolute;font-weight:normal;left:4.693px;top:128.8px;">Measurement for additional information. </div><div id="a30228" style="position:absolute;font-weight:normal;left:4.693px;top:144.8px;"> </div><div id="a30229" style="position:absolute;font-weight:normal;left:4.693px;top:161px;">In April 2019, we entered into an agreement to sell<div style="display:inline-block;width:2.01px"> </div>two ConocoPhillips U.K. subsidiaries<div style="display:inline-block;width:2.21px"> </div>to Chrysaor E&amp;P </div><div id="a30264" style="position:absolute;font-weight:normal;left:4.693px;top:177px;">Limited for $</div><div id="a30264_13_5" style="position:absolute;font-weight:normal;left:79.408px;top:177px;">2.675 </div><div id="a30264_18_94" style="position:absolute;font-weight:normal;left:110.928px;top:177px;"><div style="display:inline-block;width:3.52px"> </div>billion plus interest and customary adjustments,<div style="display:inline-block;width:2.06px"> </div>with an effective date of January 1, 2018.<div style="display:inline-block;width:6.09px"> </div></div><div id="a30298" style="position:absolute;font-weight:normal;left:4.693px;top:193.1px;">On September 30, 2019, we completed the sale for<div style="display:inline-block;width:2.13px"> </div>proceeds of $</div><div id="a30298_62_3" style="position:absolute;font-weight:normal;left:367.635px;top:193.1px;">2.2 </div><div id="a30298_65_27" style="position:absolute;font-weight:normal;left:385.075px;top:193.1px;"><div style="display:inline-block;width:3.52px"> </div>billion and recognized a $</div><div id="a30298_92_3" style="position:absolute;font-weight:normal;left:534.035px;top:193.1px;">1.7 </div><div id="a30298_95_9" style="position:absolute;font-weight:normal;left:551.515px;top:193.1px;"><div style="display:inline-block;width:3.52px"> </div>billion </div><div id="a30334" style="position:absolute;font-weight:normal;left:4.693px;top:209.3px;">before-tax and $</div><div id="a30334_16_3" style="position:absolute;font-weight:normal;left:96.528px;top:209.3px;">2.1 </div><div id="a30334_19_93" style="position:absolute;font-weight:normal;left:114.128px;top:209.3px;"><div style="display:inline-block;width:3.36px"> </div>billion after-tax gain associated with this transaction<div style="display:inline-block;width:2.17px"> </div>in 2019.<div style="display:inline-block;width:6.81px"> </div>Together the subsidiaries </div><div id="a30370" style="position:absolute;font-weight:normal;left:4.693px;top:225.3px;">sold indirectly held our exploration and production<div style="display:inline-block;width:2.14px"> </div>assets in the U.K.<div style="display:inline-block;width:6.37px"> </div>At the time of disposition, the net </div><div id="a30407" style="position:absolute;font-weight:normal;left:4.693px;top:241.5px;">carrying value was approximately $</div><div id="a30407_34_3" style="position:absolute;font-weight:normal;left:205.368px;top:241.5px;">0.5 </div><div id="a30407_37_35" style="position:absolute;font-weight:normal;left:222.968px;top:241.5px;"><div style="display:inline-block;width:3.52px"> </div>billion, consisting primarily of $</div><div id="a30407_72_3" style="position:absolute;font-weight:normal;left:407.955px;top:241.5px;">1.6 </div><div id="a30407_75_19" style="position:absolute;font-weight:normal;left:425.555px;top:241.5px;"><div style="display:inline-block;width:3.52px"> </div>billion of PP&amp;E, $</div><div id="a30407_94_3" style="position:absolute;font-weight:normal;left:533.235px;top:241.5px;">0.5 </div><div id="a30407_97_12" style="position:absolute;font-weight:normal;left:550.875px;top:241.5px;"><div style="display:inline-block;width:3.52px"> </div>billion of </div><div id="a30440" style="position:absolute;font-weight:normal;left:4.693px;top:257.5px;">cumulative foreign currency translation adjustments,<div style="display:inline-block;width:1.84px"> </div>and $</div><div id="a30440_58_3" style="position:absolute;font-weight:normal;left:334.008px;top:257.5px;">0.3 </div><div id="a30440_61_44" style="position:absolute;font-weight:normal;left:351.635px;top:257.5px;"><div style="display:inline-block;width:3.52px"> </div>billion of deferred tax assets, offset by $</div><div id="a30440_105_4" style="position:absolute;font-weight:normal;left:580.635px;top:257.5px;">1.8 </div><div id="a30471" style="position:absolute;font-weight:normal;left:4.693px;top:273.7px;">billion of ARO and negative $</div><div id="a30471_29_3" style="position:absolute;font-weight:normal;left:174.608px;top:273.7px;">0.1 </div><div id="a30471_32_74" style="position:absolute;font-weight:normal;left:192.248px;top:273.7px;"><div style="display:inline-block;width:3.52px"> </div>billion of working capital.<div style="display:inline-block;width:6.09px"> </div>The before-tax earnings associated with the </div><div id="a30505" style="position:absolute;font-weight:normal;left:4.693px;top:289.8px;">subsidiaries sold were $</div><div id="a30505_24_3" style="position:absolute;font-weight:normal;left:138.928px;top:289.8px;">0.4 </div><div id="a30505_27_11" style="position:absolute;font-weight:normal;left:156.528px;top:289.8px;"><div style="display:inline-block;width:3.36px"> </div>billion, $</div><div id="a30505_38_3" style="position:absolute;font-weight:normal;left:210.328px;top:289.8px;">0.9 </div><div id="a30505_41_14" style="position:absolute;font-weight:normal;left:227.928px;top:289.8px;"><div style="display:inline-block;width:3.52px"> </div>billion and $</div><div id="a30505_55_3" style="position:absolute;font-weight:normal;left:302.328px;top:289.8px;">0.3 </div><div id="a30505_58_53" style="position:absolute;font-weight:normal;left:319.768px;top:289.8px;"><div style="display:inline-block;width:3.52px"> </div>billion for the years ended December 31, 2019,<div style="display:inline-block;width:2.11px"> </div>2018 </div><div id="a30544" style="position:absolute;font-weight:normal;left:4.693px;top:305.8px;">and 2017,<div style="display:inline-block;width:3.35px"> </div>respectively.<div style="display:inline-block;width:7.45px"> </div>Results of operations for the U.K. are reported<div style="display:inline-block;width:2.01px"> </div>within our Europe and North Africa </div><div id="a30579" style="position:absolute;font-weight:normal;left:4.693px;top:322px;">segment. </div><div id="a30581" style="position:absolute;font-weight:normal;font-style:italic;left:52.688px;top:338.1px;"> </div><div id="a30582" style="position:absolute;font-weight:normal;left:4.693px;top:354.1px;">In the second quarter of 2019, we recognized an<div style="display:inline-block;width:2.02px"> </div>after-tax gain of $</div><div id="a30582_67_2" style="position:absolute;font-weight:normal;left:378.515px;top:354.1px;">52 </div><div id="a30582_69_41" style="position:absolute;font-weight:normal;left:392.435px;top:354.1px;"><div style="display:inline-block;width:3.52px"> </div>million upon the closing of the sale of </div><div id="a30626" style="position:absolute;font-weight:normal;left:4.693px;top:370.3px;">our </div><div id="a30626_4_2" style="position:absolute;font-weight:normal;left:26.933px;top:370.3px;">30 </div><div id="a30626_6_86" style="position:absolute;font-weight:normal;left:41.013px;top:370.3px;"><div style="display:inline-block;width:3.51px"> </div>percent interest in the Greater Sunrise Fields<div style="display:inline-block;width:2.15px"> </div>to the government of Timor-Leste for $</div><div id="a30626_92_3" style="position:absolute;font-weight:normal;left:518.515px;top:370.3px;">350 </div><div id="a30626_95_15" style="position:absolute;font-weight:normal;left:539.675px;top:370.3px;"><div style="display:inline-block;width:3.52px"> </div>million.<div style="display:inline-block;width:6.68px"> </div>The </div><div id="a30664" style="position:absolute;font-weight:normal;left:4.693px;top:386.3px;">Greater Sunrise Fields were included in our Asia<div style="display:inline-block;width:2.12px"> </div>Pacific and Middle East segment.<div style="display:inline-block;width:9.41px"> </div></div><div id="a30691" style="position:absolute;font-weight:normal;left:4.693px;top:402.5px;"> </div><div id="a30692" style="position:absolute;font-weight:normal;left:4.693px;top:418.6px;">In the fourth quarter of 2019, we sold our interests<div style="display:inline-block;width:2.08px"> </div>in the Magnolia field and platform for net<div style="display:inline-block;width:2.2px"> </div>proceeds of $</div><div id="a30692_109_3" style="position:absolute;font-weight:normal;left:603.355px;top:418.6px;">16 </div><div id="a30735" style="position:absolute;font-weight:normal;left:4.693px;top:434.6px;">million and recognized a before-tax gain of $</div><div id="a30735_45_2" style="position:absolute;font-weight:normal;left:257.848px;top:434.6px;">82 </div><div id="a30735_47_65" style="position:absolute;font-weight:normal;left:271.928px;top:434.6px;"><div style="display:inline-block;width:3.52px"> </div>million.<div style="display:inline-block;width:6.68px"> </div>At the time of sale, the net carrying value consisted </div><div id="a30776" style="position:absolute;font-weight:normal;left:4.693px;top:450.8px;">of $</div><div id="a30776_4_1" style="position:absolute;font-weight:normal;left:26.933px;top:450.8px;">4 </div><div id="a30776_5_28" style="position:absolute;font-weight:normal;left:33.973px;top:450.8px;"><div style="display:inline-block;width:3.52px"> </div>million of PP&amp;E offset by $</div><div id="a30776_33_2" style="position:absolute;font-weight:normal;left:195.128px;top:450.8px;">70 </div><div id="a30776_35_73" style="position:absolute;font-weight:normal;left:209.048px;top:450.8px;"><div style="display:inline-block;width:3.52px"> </div>million of ARO.<div style="display:inline-block;width:6.5px"> </div>The Magnolia results of operations are reported<div style="display:inline-block;width:1.94px"> </div>within </div><div id="a30817" style="position:absolute;font-weight:normal;left:4.693px;top:466.8px;">our Lower 48 segment. </div><div id="a30825" style="position:absolute;font-weight:normal;left:4.693px;top:483px;"> </div><div id="a30826" style="position:absolute;font-weight:bold;left:4.693px;top:499.1px;">Planned Dispositions </div><div id="a30830" style="position:absolute;font-weight:normal;left:4.693px;top:515.1px;">In January 2020, we entered into an agreement to sell<div style="display:inline-block;width:2.03px"> </div>our interests in certain non-core properties<div style="display:inline-block;width:2.15px"> </div>in the Lower </div><div id="a30870" style="position:absolute;font-weight:normal;left:4.693px;top:531.3px;">48 segment for $</div><div id="a30870_16_3" style="position:absolute;font-weight:normal;left:99.248px;top:531.3px;">186 </div><div id="a30870_19_92" style="position:absolute;font-weight:normal;left:120.368px;top:531.3px;"><div style="display:inline-block;width:3.52px"> </div>million, plus customary adjustments.<div style="display:inline-block;width:5.65px"> </div>The assets met the held for sale criteria in<div style="display:inline-block;width:2.13px"> </div>January </div><div id="a30906" style="position:absolute;font-weight:normal;left:4.693px;top:547.5px;">2020 and the transaction is expected to be completed<div style="display:inline-block;width:2.11px"> </div>in the first quarter of 2020.<div style="display:inline-block;width:6.08px"> </div>No gain or loss is anticipated </div><div id="a30949" style="position:absolute;font-weight:normal;left:4.693px;top:563.5px;">on the sale.<div style="display:inline-block;width:6.67px"> </div>This disposition will not have a significant<div style="display:inline-block;width:2.16px"> </div>impact on Lower 48 production.<div style="display:inline-block;width:9.56px"> </div></div><div id="a30980" style="position:absolute;font-weight:normal;left:4.693px;top:579.6px;"> </div><div id="a30981" style="position:absolute;font-weight:normal;font-style:italic;left:4.693px;top:595.6px;">2018 </div><div id="a30983" style="position:absolute;font-weight:bold;left:4.693px;top:611.8px;">Assets Sold </div><div id="a30988" style="position:absolute;font-weight:normal;left:4.693px;top:627.9px;">In the first quarter of 2018, we completed the sale of<div style="display:inline-block;width:2.15px"> </div>certain properties in the Lower 48 segment<div style="display:inline-block;width:2.12px"> </div>for net </div><div id="a31025" style="position:absolute;font-weight:normal;left:4.693px;top:643.9px;">proceeds of $</div><div id="a31025_13_3" style="position:absolute;font-weight:normal;left:80.208px;top:643.9px;">112 </div><div id="a31025_16_11" style="position:absolute;font-weight:normal;left:101.328px;top:643.9px;"><div style="display:inline-block;width:3.52px"> </div>million.<div style="display:inline-block;width:6.52px"> </div></div><div id="a31025_27_2" style="position:absolute;font-weight:normal;left:155.568px;top:643.9px;">No </div><div id="a31025_29_77" style="position:absolute;font-weight:normal;left:172.688px;top:643.9px;"><div style="display:inline-block;width:3.56px"> </div>gain or loss was recognized on the sale.<div style="display:inline-block;width:5.77px"> </div>In the second quarter of 2018, we </div><div id="a31066" style="position:absolute;font-weight:normal;left:4.693px;top:660.1px;">completed the sale of a package of largely undeveloped acreage<div style="display:inline-block;width:2.03px"> </div>in the Lower 48 segment for net proceeds<div style="display:inline-block;width:2.12px"> </div>of </div><div id="a31105" style="position:absolute;font-weight:normal;left:4.693px;top:676.3px;">$</div><div id="a31105_1_3" style="position:absolute;font-weight:normal;left:11.733px;top:676.3px;">105 </div><div id="a31105_4_13" style="position:absolute;font-weight:normal;left:32.853px;top:676.3px;"><div style="display:inline-block;width:3.52px"> </div>million and </div><div id="a31105_17_2" style="position:absolute;font-weight:normal;left:104.048px;top:676.3px;">no </div><div id="a31105_19_87" style="position:absolute;font-weight:normal;left:117.968px;top:676.3px;"><div style="display:inline-block;width:3.52px"> </div>gain or loss was recognized on the sale.<div style="display:inline-block;width:2.13px"> </div>In the third quarter of 2018, we completed a </div><div id="a31130" style="position:absolute;font-weight:normal;left:4.693px;top:692.3px;">noncash exchange of undeveloped acreage in<div style="display:inline-block;width:2.15px"> </div>the Lower 48 segment.<div style="display:inline-block;width:6.17px"> </div>The transaction was recorded at fair </div><div id="a31131" style="position:absolute;font-weight:normal;left:4.693px;top:708.5px;">value resulting in the recognition of a $</div><div id="a31131_41_2" style="position:absolute;font-weight:normal;left:225.368px;top:708.5px;">56 </div><div id="a31131_43_63" style="position:absolute;font-weight:normal;left:239.448px;top:708.5px;"><div style="display:inline-block;width:3.52px"> </div>million gain.<div style="display:inline-block;width:6.6px"> </div>In the fourth quarter of 2018, we sold several </div><div id="a31154" style="position:absolute;font-weight:normal;left:4.693px;top:724.5px;">packages of undeveloped acreage in the Lower<div style="display:inline-block;width:2.17px"> </div>48 segment for total net proceeds of $</div><div id="a31154_83_3" style="position:absolute;font-weight:normal;left:482.835px;top:724.5px;">162 </div><div id="a31154_86_13" style="position:absolute;font-weight:normal;left:503.955px;top:724.5px;"><div style="display:inline-block;width:3.52px"> </div>million and </div><div id="a31188" style="position:absolute;font-weight:normal;left:4.693px;top:740.6px;">recognized gains of approximately $</div><div id="a31188_35_3" style="position:absolute;font-weight:normal;left:209.208px;top:740.6px;">140 </div><div id="a31188_38_11" style="position:absolute;font-weight:normal;left:230.328px;top:740.6px;"><div style="display:inline-block;width:3.52px"> </div>million.<div style="display:inline-block;width:6.52px"> </div></div><div id="a31201" style="position:absolute;font-weight:bold;left:4.693px;top:756.8px;"> </div><div id="a31202" style="position:absolute;font-weight:normal;left:4.693px;top:772.8px;">On October 31, 2018, we completed the sale of<div style="display:inline-block;width:2.16px"> </div>our interests in the Barnett to Lime Rock Resources<div style="display:inline-block;width:1.97px"> </div>for $</div><div id="a31202_103_4" style="position:absolute;font-weight:normal;left:593.115px;top:772.8px;">196 </div><div id="a31243" style="position:absolute;font-weight:normal;left:4.693px;top:788.9px;">million after customary adjustments and recognized<div style="display:inline-block;width:2.04px"> </div>a loss of $</div><div id="a31243_62_1" style="position:absolute;font-weight:normal;left:355.928px;top:788.9px;">5 </div><div id="a31243_63_38" style="position:absolute;font-weight:normal;left:362.995px;top:788.9px;"><div style="display:inline-block;width:3.52px"> </div>million. We recorded impairments of $</div><div id="a31243_101_3" style="position:absolute;font-weight:normal;left:584.955px;top:788.9px;">87 </div><div id="a31275" style="position:absolute;font-weight:normal;left:4.693px;top:804.9px;">million in 2018 and $</div><div id="a31275_21_3" style="position:absolute;font-weight:normal;left:125.328px;top:804.9px;">572 </div><div id="a31275_24_88" style="position:absolute;font-weight:normal;left:146.448px;top:804.9px;"><div style="display:inline-block;width:3.52px"> </div>million in 2017 to reduce the net<div style="display:inline-block;width:2.18px"> </div>carrying value of the Barnett to fair value.<div style="display:inline-block;width:5.71px"> </div>At the </div><div id="a31320" style="position:absolute;font-weight:normal;left:4.693px;top:821.1px;">time of the disposition, our interest in Barnett had a<div style="display:inline-block;width:2.05px"> </div>net carrying value of $</div><div id="a31320_78_3" style="position:absolute;font-weight:normal;left:423.635px;top:821.1px;">201 </div><div id="a31320_81_25" style="position:absolute;font-weight:normal;left:444.755px;top:821.1px;"><div style="display:inline-block;width:3.52px"> </div>million, consisting of $</div><div id="a31320_106_4" style="position:absolute;font-weight:normal;left:578.235px;top:821.1px;">250 </div><div id="a31358" style="position:absolute;font-weight:normal;left:4.693px;top:837.3px;">million of PP&amp;E and $</div><div id="a31358_21_2" style="position:absolute;font-weight:normal;left:133.168px;top:837.3px;">49 </div><div id="a31358_23_87" style="position:absolute;font-weight:normal;left:147.248px;top:837.3px;"><div style="display:inline-block;width:3.52px"> </div>million of AROs.<div style="display:inline-block;width:6.35px"> </div>The before-tax losses associated with our<div style="display:inline-block;width:2.11px"> </div>interests in the Barnett, </div><div id="a31396" style="position:absolute;font-weight:normal;left:4.693px;top:853.3px;">including both the impairments and loss on disposition<div style="display:inline-block;width:1.86px"> </div>noted above, were $</div><div id="a31396_74_2" style="position:absolute;font-weight:normal;left:427.955px;top:853.3px;">59 </div><div id="a31396_76_14" style="position:absolute;font-weight:normal;left:441.875px;top:853.3px;"><div style="display:inline-block;width:3.52px"> </div>million and $</div><div id="a31396_90_3" style="position:absolute;font-weight:normal;left:520.115px;top:853.3px;">566 </div><div id="a31396_93_17" style="position:absolute;font-weight:normal;left:541.115px;top:853.3px;"><div style="display:inline-block;width:3.52px"> </div>million for the </div><div id="a31433" style="position:absolute;font-weight:normal;left:4.693px;top:869.4px;">years 2018 and 2017, respectively.<div style="display:inline-block;width:6.89px"> </div>The Barnett results of operations are included<div style="display:inline-block;width:2.12px"> </div>in our Lower 48 segment. </div></div><div id="TextBlockContainer706" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:639px;height:886px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a31471" style="position:absolute;font-weight:bold;left:4.693px;top:0px;"> </div><div id="a31472" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">On December 18, 2018, we completed the sale of<div style="display:inline-block;width:2.14px"> </div>a ConocoPhillips subsidiary to BP.<div style="display:inline-block;width:7.25px"> </div>The subsidiary held<div style="display:inline-block;width:6.59px"> </div></div><div id="a31506" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;">16.5 </div><div id="a31506_4_94" style="position:absolute;font-weight:normal;left:29.333px;top:32.2px;"><div style="display:inline-block;width:3.52px"> </div>percent of our 24 percent interest<div style="display:inline-block;width:2.16px"> </div>in the BP-operated Clair Field in the U.K.<div style="display:inline-block;width:5.83px"> </div>We retained a </div><div id="a31506_98_3" style="position:absolute;font-weight:normal;left:544.475px;top:32.2px;">7.5 </div><div id="a31506_101_9" style="position:absolute;font-weight:normal;left:562.075px;top:32.2px;"><div style="display:inline-block;width:3.36px"> </div>percent </div><div id="a31551" style="position:absolute;font-weight:normal;left:4.693px;top:48.2px;">interest in the field.<div style="display:inline-block;width:6.36px"> </div>At the same time, we acquired BP’s 39.2 percent nonoperated interest<div style="display:inline-block;width:2.04px"> </div>in the Greater </div><div id="a31587" style="position:absolute;font-weight:normal;left:4.693px;top:64.3px;">Kuparuk Area in Alaska, including their 38 percent<div style="display:inline-block;width:2.07px"> </div>interest in the Kuparuk Transportation Company (Kuparuk </div><div id="a31617" style="position:absolute;font-weight:normal;left:4.693px;top:80.5px;">Assets).<div style="display:inline-block;width:6.86px"> </div>The transaction was recorded at a fair value<div style="display:inline-block;width:2.16px"> </div>of $</div><div id="a31617_59_5" style="position:absolute;font-weight:normal;left:326.648px;top:80.5px;">1,743 </div><div id="a31617_64_41" style="position:absolute;font-weight:normal;left:358.355px;top:80.5px;"><div style="display:inline-block;width:3.52px"> </div>million and was cash neutral except for </div><div id="a31654" style="position:absolute;font-weight:normal;left:4.693px;top:96.5px;">customary adjustments which resulted in net<div style="display:inline-block;width:2.15px"> </div>proceeds of $</div><div id="a31654_57_3" style="position:absolute;font-weight:normal;left:332.888px;top:96.5px;">253 </div><div id="a31654_60_49" style="position:absolute;font-weight:normal;left:354.035px;top:96.5px;"><div style="display:inline-block;width:3.52px"> </div>million.<div style="display:inline-block;width:6.68px"> </div>At closing, our interest in the Clair </div><div id="a31679" style="position:absolute;font-weight:normal;left:4.693px;top:112.7px;">Field had a net carrying value of approximately<div style="display:inline-block;width:2.1px"> </div>$</div><div id="a31679_49_5" style="position:absolute;font-weight:normal;left:281.654px;top:112.7px;">1,028 </div><div id="a31679_54_34" style="position:absolute;font-weight:normal;left:313.208px;top:112.7px;"><div style="display:inline-block;width:3.52px"> </div>million consisting primarily of $</div><div id="a31679_88_5" style="position:absolute;font-weight:normal;left:498.648px;top:112.7px;">1,553 </div><div id="a31679_93_12" style="position:absolute;font-weight:normal;left:530.168px;top:112.7px;"><div style="display:inline-block;width:3.52px"> </div>million of </div><div id="a31682" style="position:absolute;font-weight:normal;left:4.693px;top:128.8px;">PP&amp;E, $</div><div id="a31682_7_3" style="position:absolute;font-weight:normal;left:53.813px;top:128.8px;">485 </div><div id="a31682_10_43" style="position:absolute;font-weight:normal;left:74.773px;top:128.8px;"><div style="display:inline-block;width:3.52px"> </div>million of deferred tax liabilities, and $</div><div id="a31682_53_2" style="position:absolute;font-weight:normal;left:297.968px;top:128.8px;">59 </div><div id="a31682_55_54" style="position:absolute;font-weight:normal;left:312.088px;top:128.8px;"><div style="display:inline-block;width:3.52px"> </div>million of AROs.<div style="display:inline-block;width:6.31px"> </div>We recognized a before-tax gain of </div><div id="a31688" style="position:absolute;font-weight:normal;left:4.693px;top:144.8px;">$</div><div id="a31688_1_3" style="position:absolute;font-weight:normal;left:11.733px;top:144.8px;">715 </div><div id="a31688_4_106" style="position:absolute;font-weight:normal;left:32.853px;top:144.8px;"><div style="display:inline-block;width:3.52px"> </div>million on the transaction.<div style="display:inline-block;width:6.11px"> </div>The 2018 before-tax earnings associated<div style="display:inline-block;width:2.1px"> </div>with our 16.5 interest in the Clair </div><div id="a31691" style="position:absolute;font-weight:normal;left:4.693px;top:161px;">Field, including the recognized gain, were $</div><div id="a31691_44_3" style="position:absolute;font-weight:normal;left:251.254px;top:161px;">748 </div><div id="a31691_47_67" style="position:absolute;font-weight:normal;left:272.374px;top:161px;"><div style="display:inline-block;width:3.52px"> </div>million.<div style="display:inline-block;width:6.55px"> </div>The before-tax loss associated with our interest<div style="display:inline-block;width:2.16px"> </div>in the </div><div id="a31696" style="position:absolute;font-weight:normal;left:4.693px;top:177px;">Clair Field was $</div><div id="a31696_17_3" style="position:absolute;font-weight:normal;left:100.853px;top:177px;">0.4 </div><div id="a31696_20_90" style="position:absolute;font-weight:normal;left:118.453px;top:177px;"><div style="display:inline-block;width:3.52px"> </div>million for 2017. Results of operations<div style="display:inline-block;width:2.14px"> </div>for our interest in the Clair Field are reported </div><div id="a31700" style="position:absolute;font-weight:normal;left:4.693px;top:193.1px;">within our Europe and North Africa segment and<div style="display:inline-block;width:2.12px"> </div>the Kuparuk Assets are included in our<div style="display:inline-block;width:2.01px"> </div>Alaska segment. </div><div id="a31703" style="position:absolute;font-weight:normal;left:4.693px;top:209.3px;"> </div><div id="a31704" style="position:absolute;font-weight:bold;left:4.693px;top:225.3px;">Acquisitions </div><div id="a31706" style="position:absolute;font-weight:normal;left:4.693px;top:241.5px;">In May 2018, we completed the acquisition of<div style="display:inline-block;width:2.16px"> </div>Anadarko’s </div><div id="a31706_56_2" style="position:absolute;font-weight:normal;left:335.288px;top:241.5px;">22 </div><div id="a31706_58_45" style="position:absolute;font-weight:normal;left:349.368px;top:241.5px;"><div style="display:inline-block;width:3.55px"> </div>percent nonoperated interest in the Western </div><div id="a31738" style="position:absolute;font-weight:normal;left:4.693px;top:257.5px;">North Slope of Alaska, as well as its interest<div style="display:inline-block;width:2px"> </div>in the Alpine Transportation Pipeline for $</div><div id="a31738_90_3" style="position:absolute;font-weight:normal;left:495.475px;top:257.5px;">386 </div><div id="a31738_93_16" style="position:absolute;font-weight:normal;left:516.595px;top:257.5px;"><div style="display:inline-block;width:3.52px"> </div>million, after </div><div id="a31774" style="position:absolute;font-weight:normal;left:4.693px;top:273.7px;">customary adjustments.<div style="display:inline-block;width:6.4px"> </div>This transaction was accounted for as a business<div style="display:inline-block;width:2.1px"> </div>combination resulting in the </div><div id="a31802" style="position:absolute;font-weight:normal;left:4.693px;top:289.8px;">recognition of approximately $</div><div id="a31802_30_3" style="position:absolute;font-weight:normal;left:178.608px;top:289.8px;">297 </div><div id="a31802_33_33" style="position:absolute;font-weight:normal;left:199.768px;top:289.8px;"><div style="display:inline-block;width:3.52px"> </div>million of proved property and $</div><div id="a31802_66_3" style="position:absolute;font-weight:normal;left:386.515px;top:289.8px;">114 </div><div id="a31802_69_37" style="position:absolute;font-weight:normal;left:407.475px;top:289.8px;"><div style="display:inline-block;width:3.52px"> </div>million of unproved property within </div><div id="a31832" style="position:absolute;font-weight:normal;left:4.693px;top:305.8px;">PP&amp;E, $</div><div id="a31832_7_2" style="position:absolute;font-weight:normal;left:53.808px;top:305.8px;">20 </div><div id="a31832_9_24" style="position:absolute;font-weight:normal;left:67.888px;top:305.8px;"><div style="display:inline-block;width:3.52px"> </div>million of inventory, $</div><div id="a31832_33_2" style="position:absolute;font-weight:normal;left:198.168px;top:305.8px;">14 </div><div id="a31832_35_30" style="position:absolute;font-weight:normal;left:212.248px;top:305.8px;"><div style="display:inline-block;width:3.52px"> </div>million of investments, and $</div><div id="a31832_65_2" style="position:absolute;font-weight:normal;left:379.475px;top:305.8px;">59 </div><div id="a31832_67_35" style="position:absolute;font-weight:normal;left:393.395px;top:305.8px;"><div style="display:inline-block;width:3.52px"> </div>million of AROs. These assets are </div><div id="a31867" style="position:absolute;font-weight:normal;left:4.693px;top:322px;">included in our Alaska segment. </div><div id="a31877" style="position:absolute;font-weight:normal;left:4.693px;top:338.1px;"> </div><div id="a31878" style="position:absolute;font-weight:normal;left:4.693px;top:354.1px;">As discussed in the Clair Field transaction with BP<div style="display:inline-block;width:2.1px"> </div>above, we acquired BP’s Kuparuk Assets on December 18, </div><div id="a31914" style="position:absolute;font-weight:normal;left:4.693px;top:370.3px;">2018.<div style="display:inline-block;width:6.87px"> </div>The transaction was accounted for as an asset acquisition<div style="display:inline-block;width:1.57px"> </div>with a net acquisition cost of $</div><div id="a31914_97_5" style="position:absolute;font-weight:normal;left:538.395px;top:370.3px;">1,490 </div><div id="a31914_102_10" style="position:absolute;font-weight:normal;left:569.915px;top:370.3px;"><div style="display:inline-block;width:3.52px"> </div>million, </div><div id="a31951" style="position:absolute;font-weight:normal;left:4.693px;top:386.3px;">comprised of the fair value of $</div><div id="a31951_32_5" style="position:absolute;font-weight:normal;left:181.208px;top:386.3px;">1,743 </div><div id="a31951_37_69" style="position:absolute;font-weight:normal;left:212.888px;top:386.3px;"><div style="display:inline-block;width:3.52px"> </div>million associated with the disposed 16.5<div style="display:inline-block;width:2.13px"> </div>percent of our 24 percent </div><div id="a31987" style="position:absolute;font-weight:normal;left:4.693px;top:402.5px;">interest in the Clair Field, reduced by the net proceeds<div style="display:inline-block;width:1.95px"> </div>of $253 million.<div style="display:inline-block;width:6.5px"> </div>Accordingly, we recorded </div><div id="a32019" style="position:absolute;font-weight:normal;left:4.693px;top:418.6px;">approximately $</div><div id="a32019_15_3" style="position:absolute;font-weight:normal;left:96.208px;top:418.6px;">1.9 </div><div id="a32019_18_42" style="position:absolute;font-weight:normal;left:113.648px;top:418.6px;"><div style="display:inline-block;width:3.52px"> </div>billion to proved property within PP&amp;E, $</div><div id="a32019_60_2" style="position:absolute;font-weight:normal;left:353.368px;top:418.6px;">42 </div><div id="a32019_62_24" style="position:absolute;font-weight:normal;left:367.315px;top:418.6px;"><div style="display:inline-block;width:3.52px"> </div>million to inventory, $</div><div id="a32019_86_2" style="position:absolute;font-weight:normal;left:496.755px;top:418.6px;">15 </div><div id="a32019_88_12" style="position:absolute;font-weight:normal;left:510.835px;top:418.6px;"><div style="display:inline-block;width:3.52px"> </div>million to </div><div id="a32049" style="position:absolute;font-weight:normal;left:4.693px;top:434.6px;">investments, $</div><div id="a32049_14_3" style="position:absolute;font-weight:normal;left:85.648px;top:434.6px;">374 </div><div id="a32049_17_25" style="position:absolute;font-weight:normal;left:106.768px;top:434.6px;"><div style="display:inline-block;width:3.52px"> </div>million of AROs, and a $</div><div id="a32049_42_3" style="position:absolute;font-weight:normal;left:251.768px;top:434.6px;">100 </div><div id="a32049_45_61" style="position:absolute;font-weight:normal;left:272.728px;top:434.6px;"><div style="display:inline-block;width:3.52px"> </div>million decrease to net working capital.<div style="display:inline-block;width:2.13px"> </div>The Kuparuk Assets </div><div id="a32084" style="position:absolute;font-weight:normal;left:4.693px;top:450.8px;">are included in our Alaska segment. </div><div id="a32096" style="position:absolute;font-weight:normal;left:4.693px;top:466.8px;"> </div><div id="a32097" style="position:absolute;font-weight:normal;font-style:italic;left:4.693px;top:483px;">2017 </div><div id="a32099" style="position:absolute;font-weight:bold;left:4.693px;top:499.1px;">Assets Sold </div><div id="a32104" style="position:absolute;font-weight:normal;left:4.693px;top:515.1px;">On May 17, 2017, we completed the sale of our<div style="display:inline-block;width:2.13px"> </div>50 percent nonoperated interest in the Foster<div style="display:inline-block;width:2.17px"> </div>Creek Christina </div><div id="a32142" style="position:absolute;font-weight:normal;left:4.693px;top:531.3px;">Lake (FCCL) Partnership, as well as the majority<div style="display:inline-block;width:2.09px"> </div>of our western Canada gas assets to Cenovus<div style="display:inline-block;width:2.11px"> </div>Energy.<div style="display:inline-block;width:8.03px"> </div></div><div id="a32176" style="position:absolute;font-weight:normal;left:4.693px;top:547.5px;">Consideration for the transaction was $</div><div id="a32176_39_4" style="position:absolute;font-weight:normal;left:224.408px;top:547.5px;">11.0 </div><div id="a32176_43_46" style="position:absolute;font-weight:normal;left:249.048px;top:547.5px;"><div style="display:inline-block;width:3.36px"> </div>billion in cash after customary adjustments, </div><div id="a32176_89_3" style="position:absolute;font-weight:normal;left:500.115px;top:547.5px;">208 </div><div id="a32176_92_17" style="position:absolute;font-weight:normal;left:521.235px;top:547.5px;"><div style="display:inline-block;width:3.52px"> </div>million Cenovus </div><div id="a32207" style="position:absolute;font-weight:normal;left:4.693px;top:563.5px;">Energy common shares and a five-year uncapped contingent<div style="display:inline-block;width:1.84px"> </div>payment.<div style="display:inline-block;width:6.74px"> </div>The value of the shares at closing was </div><div id="a32243" style="position:absolute;font-weight:normal;left:4.693px;top:579.6px;">$</div><div id="a32243_1_4" style="position:absolute;font-weight:normal;left:11.733px;top:579.6px;">1.96 </div><div id="a32243_5_30" style="position:absolute;font-weight:normal;left:36.373px;top:579.6px;"><div style="display:inline-block;width:3.52px"> </div>billion based on a price of $</div><div id="a32243_35_4" style="position:absolute;font-weight:normal;left:196.088px;top:579.6px;">9.41 </div><div id="a32243_39_25" style="position:absolute;font-weight:normal;left:220.568px;top:579.6px;"><div style="display:inline-block;width:3.52px"> </div>per share on the NYSE.<div style="display:inline-block;width:6.21px"> </div></div><div id="a32243_64_44" style="position:absolute;font-weight:normal;left:363.635px;top:579.6px;">The contingent payment, calculated and paid </div><div id="a32284" style="position:absolute;font-weight:normal;left:4.693px;top:595.6px;">on a quarterly basis, is $6 million CAD for every $1 CAD by which the WCS quarterly average crude price </div><div id="a32324" style="position:absolute;font-weight:normal;left:4.693px;top:611.8px;">exceeds $52 CAD per barrel. </div><div id="a32324_27_82" style="position:absolute;font-weight:normal;left:167.568px;top:611.8px;"><div style="display:inline-block;width:7.08px"> </div>Contingent payments received during the five-year<div style="display:inline-block;width:2.08px"> </div>period are reflected as “Gain </div><div id="a32358" style="position:absolute;font-weight:normal;left:4.693px;top:627.9px;">on dispositions” on our consolidated income statement.<div style="display:inline-block;width:5.33px"> </div>We reported before-tax equity earnings associated </div><div id="a32386" style="position:absolute;font-weight:normal;left:4.693px;top:643.9px;">with FCCL of $</div><div id="a32386_14_3" style="position:absolute;font-weight:normal;left:93.808px;top:643.9px;">197 </div><div id="a32386_17_54" style="position:absolute;font-weight:normal;left:114.928px;top:643.9px;"><div style="display:inline-block;width:3.52px"> </div>million for 2017.<div style="display:inline-block;width:6.46px"> </div>We reported a before-tax loss of $</div><div id="a32386_71_2" style="position:absolute;font-weight:normal;left:411.955px;top:643.9px;">26 </div><div id="a32386_73_36" style="position:absolute;font-weight:normal;left:426.035px;top:643.9px;"><div style="display:inline-block;width:3.52px"> </div>million for the western Canada gas </div><div id="a32429" style="position:absolute;font-weight:normal;left:4.693px;top:660.1px;">producing properties for 2017.<div style="display:inline-block;width:6.23px"> </div>We recorded gains on dispositions for these contingent payments of $</div><div id="a32429_100_4" style="position:absolute;font-weight:normal;left:573.595px;top:660.1px;">114 </div><div id="a32463" style="position:absolute;font-weight:normal;left:4.693px;top:676.3px;">million and $</div><div id="a32463_13_2" style="position:absolute;font-weight:normal;left:79.408px;top:676.3px;">95 </div><div id="a32463_15_54" style="position:absolute;font-weight:normal;left:93.488px;top:676.3px;"><div style="display:inline-block;width:3.52px"> </div>million for the years 2019 and 2018, respectively.<div style="display:inline-block;width:9.91px"> </div></div><div id="a32490" style="position:absolute;font-weight:normal;left:4.693px;top:692.3px;"> </div><div id="a32491" style="position:absolute;font-weight:normal;left:4.693px;top:708.5px;">At closing, the carrying value of our equity investment<div style="display:inline-block;width:1.89px"> </div>in FCCL was $</div><div id="a32491_69_3" style="position:absolute;font-weight:normal;left:400.435px;top:708.5px;">8.9 </div><div id="a32491_72_37" style="position:absolute;font-weight:normal;left:418.035px;top:708.5px;"><div style="display:inline-block;width:3.36px"> </div>billion.<div style="display:inline-block;width:6.75px"> </div>The carrying value of our </div><div id="a32530" style="position:absolute;font-weight:normal;left:4.693px;top:724.5px;">interest in the western Canada gas assets was $</div><div id="a32530_47_3" style="position:absolute;font-weight:normal;left:267.768px;top:724.5px;">1.9 </div><div id="a32530_50_34" style="position:absolute;font-weight:normal;left:285.208px;top:724.5px;"><div style="display:inline-block;width:3.52px"> </div>billion consisting primarily of $</div><div id="a32530_84_3" style="position:absolute;font-weight:normal;left:466.835px;top:724.5px;">2.6 </div><div id="a32530_87_25" style="position:absolute;font-weight:normal;left:484.435px;top:724.5px;"><div style="display:inline-block;width:3.36px"> </div>billion of PP&amp;E, partly </div><div id="a32569" style="position:absolute;font-weight:normal;left:4.693px;top:740.6px;">offset by AROs of $</div><div id="a32569_19_3" style="position:absolute;font-weight:normal;left:118.288px;top:740.6px;">585 </div><div id="a32569_22_28" style="position:absolute;font-weight:normal;left:139.408px;top:740.6px;"><div style="display:inline-block;width:3.52px"> </div>million and approximately $</div><div id="a32569_50_3" style="position:absolute;font-weight:normal;left:302.008px;top:740.6px;">100 </div><div id="a32569_53_54" style="position:absolute;font-weight:normal;left:322.968px;top:740.6px;"><div style="display:inline-block;width:3.36px"> </div>million of environmental and other accruals.<div style="display:inline-block;width:5.68px"> </div>A gain </div><div id="a32604" style="position:absolute;font-weight:normal;left:4.693px;top:756.8px;">of $</div><div id="a32604_4_3" style="position:absolute;font-weight:normal;left:26.933px;top:756.8px;">2.1 </div><div id="a32604_7_104" style="position:absolute;font-weight:normal;left:44.528px;top:756.8px;"><div style="display:inline-block;width:3.52px"> </div>billion was included in the “Gain on dispositions”<div style="display:inline-block;width:1.75px"> </div>line on our consolidated income statement in 2017.<div style="display:inline-block;width:5.55px"> </div></div><div id="a32640" style="position:absolute;font-weight:normal;left:4.693px;top:772.8px;">Both FCCL and the western Canada gas assets<div style="display:inline-block;width:2.12px"> </div>were reported in our Canada segment.<div style="display:inline-block;width:5.78px"> </div></div><div id="a32669" style="position:absolute;font-weight:normal;left:4.693px;top:788.9px;"> </div><div id="a32670" style="position:absolute;font-weight:normal;left:4.693px;top:804.9px;">For more information on the Canada disposition<div style="display:inline-block;width:2.08px"> </div>and our investment in Cenovus Energy see Note 7—</div><div id="a32703" style="position:absolute;font-weight:normal;left:4.693px;top:821.1px;">Investment in Cenovus Energy, Note 15—Fair Value Measurement, and Note 20—Accumulated Other </div><div id="a32731" style="position:absolute;font-weight:normal;left:4.693px;top:837.3px;">Comprehensive Loss. </div><div id="a32735" style="position:absolute;font-weight:normal;font-style:italic;left:4.693px;top:853.3px;"> </div><div id="a32736" style="position:absolute;font-weight:normal;left:4.693px;top:869.4px;">In July 2017, we completed the sale of our interests<div style="display:inline-block;width:2.06px"> </div>in the San Juan Basin to an affiliate of Hilcorp Energy </div></div><div id="TextBlockContainer708" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:641px;height:275px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a32781" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">Company for $</div><div id="a32781_13_3" style="position:absolute;font-weight:normal;left:89.648px;top:0px;">2.5 </div><div id="a32781_16_85" style="position:absolute;font-weight:normal;left:107.088px;top:0px;"><div style="display:inline-block;width:3.52px"> </div>billion in cash after customary adjustments<div style="display:inline-block;width:2.03px"> </div>and recognized a loss on disposition of </div><div id="a32814" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">$</div><div id="a32814_1_2" style="position:absolute;font-weight:normal;left:11.733px;top:16px;">22 </div><div id="a32814_3_11" style="position:absolute;font-weight:normal;left:25.813px;top:16px;"><div style="display:inline-block;width:3.52px"> </div>million.<div style="display:inline-block;width:6.68px"> </div></div><div id="a32814_14_94" style="position:absolute;font-weight:normal;left:80.208px;top:16px;">The transaction includes a contingent payment of up to $300 million. The six-year contingent </div><div id="a32851" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;">payment, effective beginning January 1, 2018, is due annually for the periods in which the monthly U.S. Henry </div><div id="a32887" style="position:absolute;font-weight:normal;left:4.693px;top:48.2px;">Hub price is at or above $3.20 per MMBTU. </div><div id="a32887_41_67" style="position:absolute;font-weight:normal;left:255.288px;top:48.2px;"><div style="display:inline-block;width:6.88px"> </div>In 2018, we recorded a gain on dispositions<div style="display:inline-block;width:2.14px"> </div>for these contingent </div><div id="a32928" style="position:absolute;font-weight:normal;left:4.693px;top:64.3px;">payments of $</div><div id="a32928_13_2" style="position:absolute;font-weight:normal;left:84.208px;top:64.3px;">28 </div><div id="a32928_15_11" style="position:absolute;font-weight:normal;left:98.128px;top:64.3px;"><div style="display:inline-block;width:3.52px"> </div>million.<div style="display:inline-block;width:6.68px"> </div></div><div id="a32928_26_2" style="position:absolute;font-weight:normal;left:152.528px;top:64.3px;">No </div><div id="a32928_28_79" style="position:absolute;font-weight:normal;left:169.648px;top:64.3px;"><div style="display:inline-block;width:3.52px"> </div>contingent payments were recorded in 2019.<div style="display:inline-block;width:5.84px"> </div>In the second quarter of 2017, we </div><div id="a32965" style="position:absolute;font-weight:normal;left:4.693px;top:80.5px;">recorded an impairment of $</div><div id="a32965_27_3" style="position:absolute;font-weight:normal;left:164.048px;top:80.5px;">3.3 </div><div id="a32965_30_80" style="position:absolute;font-weight:normal;left:181.688px;top:80.5px;"><div style="display:inline-block;width:3.52px"> </div>billion to reduce the carrying value of our<div style="display:inline-block;width:2.15px"> </div>interests in the San Juan Basin to </div><div id="a33005" style="position:absolute;font-weight:normal;left:4.693px;top:96.5px;">fair value.<div style="display:inline-block;width:6.77px"> </div>At the time of disposition, the San Juan Basin<div style="display:inline-block;width:2px"> </div>interests had a net carrying value of approximately </div><div id="a33043" style="position:absolute;font-weight:normal;left:4.693px;top:112.7px;">$</div><div id="a33043_1_3" style="position:absolute;font-weight:normal;left:11.733px;top:112.7px;">2.5 </div><div id="a33043_4_25" style="position:absolute;font-weight:normal;left:29.333px;top:112.7px;"><div style="display:inline-block;width:3.52px"> </div>billion, consisting of $</div><div id="a33043_29_3" style="position:absolute;font-weight:normal;left:158.768px;top:112.7px;">2.9 </div><div id="a33043_32_22" style="position:absolute;font-weight:normal;left:176.248px;top:112.7px;"><div style="display:inline-block;width:3.52px"> </div>billion of PP&amp;E and $</div><div id="a33043_54_3" style="position:absolute;font-weight:normal;left:304.248px;top:112.7px;">406 </div><div id="a33043_57_53" style="position:absolute;font-weight:normal;left:325.368px;top:112.7px;"><div style="display:inline-block;width:3.36px"> </div>million of liabilities, primarily AROs.<div style="display:inline-block;width:6.06px"> </div>The before-</div><div id="a33077" style="position:absolute;font-weight:normal;left:4.693px;top:128.8px;">tax loss associated with our interests in the San Juan<div style="display:inline-block;width:2.06px"> </div>Basin, including both the $3.3 billion impairment<div style="display:inline-block;width:1.94px"> </div>and $22 </div><div id="a33115" style="position:absolute;font-weight:normal;left:4.693px;top:144.8px;">million loss on disposition noted above, was $</div><div id="a33115_46_3" style="position:absolute;font-weight:normal;left:263.928px;top:144.8px;">3.2 </div><div id="a33115_49_61" style="position:absolute;font-weight:normal;left:281.368px;top:144.8px;"><div style="display:inline-block;width:3.52px"> </div>billion for 2017.<div style="display:inline-block;width:6.52px"> </div>The San Juan Basin results were reported </div><div id="a33155" style="position:absolute;font-weight:normal;left:4.693px;top:161px;">in our Lower 48 segment.<div style="display:inline-block;width:6.13px"> </div></div><div id="a33166" style="position:absolute;font-weight:normal;font-style:italic;left:4.693px;top:177px;"> </div><div id="a33167" style="position:absolute;font-weight:normal;left:4.693px;top:193.1px;">In September 2017, we completed the sale of our<div style="display:inline-block;width:2.16px"> </div>interest in the Panhandle assets for $</div><div id="a33167_86_3" style="position:absolute;font-weight:normal;left:487.635px;top:193.1px;">178 </div><div id="a33167_89_23" style="position:absolute;font-weight:normal;left:508.755px;top:193.1px;"><div style="display:inline-block;width:3.52px"> </div>million in cash after </div><div id="a33208" style="position:absolute;font-weight:normal;left:4.693px;top:209.3px;">customary adjustments and recognized a loss on<div style="display:inline-block;width:2.11px"> </div>disposition of $</div><div id="a33208_63_2" style="position:absolute;font-weight:normal;left:365.395px;top:209.3px;">28 </div><div id="a33208_65_47" style="position:absolute;font-weight:normal;left:379.315px;top:209.3px;"><div style="display:inline-block;width:3.52px"> </div>million.<div style="display:inline-block;width:6.68px"> </div>At the time of the disposition, the </div><div id="a33244" style="position:absolute;font-weight:normal;left:4.693px;top:225.3px;">carrying value of our interest was $</div><div id="a33244_36_3" style="position:absolute;font-weight:normal;left:203.128px;top:225.3px;">206 </div><div id="a33244_39_35" style="position:absolute;font-weight:normal;left:224.248px;top:225.3px;"><div style="display:inline-block;width:3.52px"> </div>million, consisting primarily of $</div><div id="a33244_74_3" style="position:absolute;font-weight:normal;left:413.075px;top:225.3px;">279 </div><div id="a33244_77_22" style="position:absolute;font-weight:normal;left:434.195px;top:225.3px;"><div style="display:inline-block;width:3.52px"> </div>million of PP&amp;E and $</div><div id="a33244_99_2" style="position:absolute;font-weight:normal;left:565.915px;top:225.3px;">72 </div><div id="a33244_101_9" style="position:absolute;font-weight:normal;left:579.995px;top:225.3px;"><div style="display:inline-block;width:3.52px"> </div>million </div><div id="a33280" style="position:absolute;font-weight:normal;left:4.693px;top:241.5px;">of AROs.<div style="display:inline-block;width:6.82px"> </div>Including the $28 million loss on disposition<div style="display:inline-block;width:1.92px"> </div>noted above, we reported a before-tax loss for the </div><div id="a33319" style="position:absolute;font-weight:normal;left:4.693px;top:257.5px;">Panhandle properties of $</div><div id="a33319_25_2" style="position:absolute;font-weight:normal;left:148.208px;top:257.5px;">14 </div><div id="a33319_27_82" style="position:absolute;font-weight:normal;left:162.288px;top:257.5px;"><div style="display:inline-block;width:3.36px"> </div>million for 2017.<div style="display:inline-block;width:6.62px"> </div>The Panhandle results were reported in<div style="display:inline-block;width:2.15px"> </div>our Lower 48 segment.<div style="display:inline-block;width:6.4px"> </div></div></div> 1390000000 75000000 0.375 0.569 0.40 0.50 600000000 1200000000 300000000 700000000 -200000000 1200000000 700000000 372000000 364000000 317000000 380000000 379000000 7000000 390000000 426000000 34000000 426000000 34000000 -372000000 -12000000 35000000 0.124 -60000000 2675000000 2200000000 1700000000 2100000000 500000000 1600000000 500000000 300000000 1800000000 100000000 400000000 900000000 300000000 52000000 0.30 350000000 16000000 82000000 4000000 70000000 186000000 112000000 0 105000000 0 56000000 162000000 140000000 196000000 5000000 87000000 572000000 201000000 250000000 49000000 -59000000 -566000000 0.165 0.075 1743000000 253000000 1028000000 1553000000 -485000000 59000000 715000000 748000000 -400000 0.22 386000000 297000000 114000000 20000000 14000000 59000000 1490000000 1743000000 1900000000 42000000 15000000 374000000 -100000000 11000000000.0 208000000 1960000000 9.41 The contingent payment, calculated and paid on a quarterly basis, is $6 million CAD for every $1 CAD by which the WCS quarterly average crude price exceeds $52 CAD per barrel. 197000000 -26000000 114000000 95000000 8900000000 1900000000 2600000000 585000000 100000000 2100000000 2500000000 -22000000 The transaction includes a contingent payment of up to $300 million. The six-year contingent payment, effective beginning January 1, 2018, is due annually for the periods in which the monthly U.S. Henry Hub price is at or above $3.20 per MMBTU. 28000000 0 3300000000 2500000000 2900000000 406000000 -3200000000 178000000 -28000000 206000000 279000000 72000000 -14000000 <div id="TextBlockContainer712" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:632px;height:207px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="div_710_XBRL_CS_5ac2880a419344eabd06a8fbb21ab78e" style="position:absolute;left:0px;top:0px;float:left;"><div id="TextBlockContainer711" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:632px;height:207px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a33356" style="position:absolute;font-weight:bold;left:4.693px;top:0px;">Note 6—Investments, Loans and Long-Term Receivables </div><div id="a33373" style="position:absolute;font-weight:normal;left:4.693px;top:30.1px;">Components of investments, loans and long-term<div style="display:inline-block;width:2.04px"> </div>receivables at December 31 were:</div><div id="a33383" style="position:absolute;font-weight:normal;left:498.035px;top:60px;">Millions of Dollars</div><div id="a33386" style="position:absolute;font-weight:bold;left:523.795px;top:76.8px;">2019</div><div id="a33389" style="position:absolute;font-weight:normal;left:601.915px;top:76.8px;">2018</div><div id="a33396" style="position:absolute;font-weight:normal;left:4.693px;top:109px;">Equity investments</div><div id="a33398" style="position:absolute;font-weight:bold;left:473.715px;top:109px;">$</div><div id="a33400" style="position:absolute;font-weight:bold;left:516.275px;top:109px;">8,234 </div><div id="a33403" style="position:absolute;font-weight:normal;left:594.395px;top:109px;">9,005 </div><div id="a33405" style="position:absolute;font-weight:normal;left:4.693px;top:125px;">Loans and advances—related parties</div><div id="a33410" style="position:absolute;font-weight:bold;left:526.835px;top:125px;">219 </div><div id="a33413" style="position:absolute;font-weight:normal;left:604.955px;top:125px;">335 </div><div id="a33415" style="position:absolute;font-weight:normal;left:4.693px;top:141.1px;">Long-term receivables</div><div id="a33420" style="position:absolute;font-weight:bold;left:526.835px;top:141.1px;">243 </div><div id="a33423" style="position:absolute;font-weight:normal;left:604.955px;top:141.1px;">238 </div><div id="a33425" style="position:absolute;font-weight:normal;left:4.693px;top:157.3px;">Long-term investments in debt securities</div><div id="a33430" style="position:absolute;font-weight:bold;left:526.835px;top:157.3px;">133 </div><div id="a33433" style="position:absolute;font-weight:normal;left:621.275px;top:157.3px;">- </div><div id="a33435" style="position:absolute;font-weight:normal;left:4.693px;top:173.3px;">Other investments</div><div id="a33438" style="position:absolute;font-weight:bold;left:533.755px;top:173.3px;">77 </div><div id="a33441" style="position:absolute;font-weight:normal;left:611.835px;top:173.3px;">86 </div><div id="a33444" style="position:absolute;font-weight:bold;left:473.715px;top:190.1px;">$</div><div id="a33446" style="position:absolute;font-weight:bold;left:516.275px;top:190.1px;">8,906 </div><div id="a33449" style="position:absolute;font-weight:normal;left:594.395px;top:190.1px;">9,664 </div></div></div></div> <div id="TextBlockContainer711" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:632px;height:207px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a33356" style="position:absolute;font-weight:bold;left:4.693px;top:0px;">Note 6—Investments, Loans and Long-Term Receivables </div><div id="a33373" style="position:absolute;font-weight:normal;left:4.693px;top:30.1px;">Components of investments, loans and long-term<div style="display:inline-block;width:2.04px"> </div>receivables at December 31 were:</div><div id="a33383" style="position:absolute;font-weight:normal;left:498.035px;top:60px;">Millions of Dollars</div><div id="a33386" style="position:absolute;font-weight:bold;left:523.795px;top:76.8px;">2019</div><div id="a33389" style="position:absolute;font-weight:normal;left:601.915px;top:76.8px;">2018</div><div id="a33396" style="position:absolute;font-weight:normal;left:4.693px;top:109px;">Equity investments</div><div id="a33398" style="position:absolute;font-weight:bold;left:473.715px;top:109px;">$</div><div id="a33400" style="position:absolute;font-weight:bold;left:516.275px;top:109px;">8,234 </div><div id="a33403" style="position:absolute;font-weight:normal;left:594.395px;top:109px;">9,005 </div><div id="a33405" style="position:absolute;font-weight:normal;left:4.693px;top:125px;">Loans and advances—related parties</div><div id="a33410" style="position:absolute;font-weight:bold;left:526.835px;top:125px;">219 </div><div id="a33413" style="position:absolute;font-weight:normal;left:604.955px;top:125px;">335 </div><div id="a33415" style="position:absolute;font-weight:normal;left:4.693px;top:141.1px;">Long-term receivables</div><div id="a33420" style="position:absolute;font-weight:bold;left:526.835px;top:141.1px;">243 </div><div id="a33423" style="position:absolute;font-weight:normal;left:604.955px;top:141.1px;">238 </div><div id="a33425" style="position:absolute;font-weight:normal;left:4.693px;top:157.3px;">Long-term investments in debt securities</div><div id="a33430" style="position:absolute;font-weight:bold;left:526.835px;top:157.3px;">133 </div><div id="a33433" style="position:absolute;font-weight:normal;left:621.275px;top:157.3px;">- </div><div id="a33435" style="position:absolute;font-weight:normal;left:4.693px;top:173.3px;">Other investments</div><div id="a33438" style="position:absolute;font-weight:bold;left:533.755px;top:173.3px;">77 </div><div id="a33441" style="position:absolute;font-weight:normal;left:611.835px;top:173.3px;">86 </div><div id="a33444" style="position:absolute;font-weight:bold;left:473.715px;top:190.1px;">$</div><div id="a33446" style="position:absolute;font-weight:bold;left:516.275px;top:190.1px;">8,906 </div><div id="a33449" style="position:absolute;font-weight:normal;left:594.395px;top:190.1px;">9,664 </div></div><div id="TextBlockContainer714" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:593px;height:33px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a33453" style="position:absolute;font-weight:bold;left:4.693px;top:0px;">Equity Investments </div><div id="a33455" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">Affiliated companies in which we had a significant<div style="display:inline-block;width:2.16px"> </div>equity investment at December 31, 2019, included: </div></div><div id="TextBlockContainer716" style="position:relative;font-family:Times New Roman;font-size:13.28px;color:#000000;line-height:normal;width:585px;height:47px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a33463" style="position:absolute;font-weight:normal;left:5.067px;top:0px;">APLNG—</div><div id="a33463_6_4" style="position:absolute;font-size:13.28px;font-weight:normal;left:62.667px;top:0px;">37.5 </div><div id="a33463_10_49" style="position:absolute;font-weight:normal;left:86.186px;top:0px;"><div style="display:inline-block;width:3.36px"> </div>percent owned joint venture with Origin Energy (</div><div id="a33463_59_4" style="position:absolute;font-size:13.28px;font-weight:normal;left:353.545px;top:0px;">37.5 </div><div id="a33463_63_23" style="position:absolute;font-weight:normal;left:376.973px;top:0px;"><div style="display:inline-block;width:3.36px"> </div>percent) and Sinopec (</div><div id="a33463_86_2" style="position:absolute;font-size:13.28px;font-weight:normal;left:500.653px;top:0px;">25 </div><div id="a33463_88_10" style="position:absolute;font-weight:normal;left:514.133px;top:0px;"><div style="display:inline-block;width:3.2px"> </div>percent)—</div><div id="a33471" style="position:absolute;font-weight:normal;left:4.427px;top:15.2px;">to produce CBM from the Bowen and Surat basins in Queensland, Australia,<div style="display:inline-block;width:4.76px"> </div>as well as process and export </div><div id="a33478" style="position:absolute;font-weight:normal;left:4.427px;top:30.6px;">LNG. </div></div><div id="TextBlockContainer718" style="position:relative;font-family:Times New Roman;font-size:13.28px;color:#000000;line-height:normal;width:588px;height:47px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a33484" style="position:absolute;font-weight:normal;left:5.067px;top:0px;">Qatar Liquefied Gas Company Limited (3) (QG3)—30 percent owned<div style="display:inline-block;width:4.92px"> </div>joint venture with affiliates of Qatar </div><div id="a33487" style="position:absolute;font-weight:normal;left:4.427px;top:15.4px;">Petroleum (</div><div id="a33487_11_4" style="position:absolute;font-size:13.28px;font-weight:normal;left:67.147px;top:15.4px;">68.5 </div><div id="a33487_15_34" style="position:absolute;font-weight:normal;left:90.506px;top:15.4px;"><div style="display:inline-block;width:3.2px"> </div>percent) and Mitsui &amp; Co., Ltd. (</div><div id="a33487_49_3" style="position:absolute;font-size:13.28px;font-weight:normal;left:270.506px;top:15.4px;">1.5 </div><div id="a33487_52_50" style="position:absolute;font-weight:normal;left:287.146px;top:15.4px;"><div style="display:inline-block;width:3.36px"> </div>percent)—produces and liquefies natural gas from </div><div id="a33491" style="position:absolute;font-weight:normal;left:4.427px;top:30.7px;">Qatar’s North Field, as well as exports LNG. </div></div><div id="TextBlockContainer721" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:635px;height:148px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a33494" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">Summarized 100 percent earnings information<div style="display:inline-block;width:2.03px"> </div>for equity method investments in affiliated companies, </div><div id="a33499" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">combined, was as follows:</div><div id="a33509" style="position:absolute;font-weight:normal;left:454.675px;top:48px;">Millions of Dollars</div><div id="a33512" style="position:absolute;font-weight:bold;left:439.795px;top:66.6px;">2019</div><div id="a33515" style="position:absolute;font-weight:normal;left:520.915px;top:66.6px;">2018</div><div id="a33518" style="position:absolute;font-weight:normal;left:601.915px;top:66.6px;">2017</div><div id="a33526" style="position:absolute;font-weight:normal;left:4.693px;top:98.7px;">Revenues</div><div id="a33528" style="position:absolute;font-weight:bold;left:386.835px;top:98.7px;">$</div><div id="a33530" style="position:absolute;font-weight:bold;left:425.235px;top:98.7px;">11,310 </div><div id="a33533" style="position:absolute;font-weight:normal;left:506.355px;top:98.7px;">11,654 </div><div id="a33536" style="position:absolute;font-weight:normal;left:587.355px;top:98.7px;">11,554 </div><div id="a33538" style="position:absolute;font-weight:normal;left:4.693px;top:114.7px;">Income (loss) before income taxes</div><div id="a33541" style="position:absolute;font-weight:bold;left:432.275px;top:114.7px;">3,726 </div><div id="a33544" style="position:absolute;font-weight:normal;left:513.395px;top:114.7px;">3,660 </div><div id="a33547" style="position:absolute;font-weight:normal;left:589.115px;top:114.7px;">(2,875) </div><div id="a33549" style="position:absolute;font-weight:normal;left:4.693px;top:130.9px;">Net income (loss)</div><div id="a33552" style="position:absolute;font-weight:bold;left:432.275px;top:130.9px;">3,085 </div><div id="a33555" style="position:absolute;font-weight:normal;left:513.395px;top:130.9px;">3,244 </div><div id="a33558" style="position:absolute;font-weight:normal;left:589.115px;top:130.9px;">(1,431) </div></div><div id="TextBlockContainer726" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:632px;height:160px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="div_724_XBRL_CS_b189f0c41c454323bdd763a549b5da63" style="position:absolute;left:0px;top:0px;float:left;"><div id="TextBlockContainer725" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:632px;height:160px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a33565" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">Summarized 100 percent balance sheet information<div style="display:inline-block;width:2.13px"> </div>for equity method investments in affiliated<div style="display:inline-block;width:2.18px"> </div>companies,<div style="display:inline-block;width:6.93px"> </div></div><div id="a33570" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">combined, was as follows:</div><div id="a33579" style="position:absolute;font-weight:normal;left:498.035px;top:45.9px;">Millions of Dollars</div><div id="a33582" style="position:absolute;font-weight:bold;left:523.795px;top:62.7px;">2019</div><div id="a33585" style="position:absolute;font-weight:normal;left:601.915px;top:62.7px;">2018</div><div id="a33592" style="position:absolute;font-weight:normal;left:4.693px;top:94.9px;">Current assets</div><div id="a33594" style="position:absolute;font-weight:bold;left:473.715px;top:94.9px;">$</div><div id="a33596" style="position:absolute;font-weight:bold;left:516.275px;top:94.9px;">3,289 </div><div id="a33599" style="position:absolute;font-weight:normal;left:594.395px;top:94.9px;">3,285 </div><div id="a33601" style="position:absolute;font-weight:normal;left:4.693px;top:110.9px;">Noncurrent assets</div><div id="a33604" style="position:absolute;font-weight:bold;left:509.235px;top:110.9px;">38,905 </div><div id="a33607" style="position:absolute;font-weight:normal;left:587.355px;top:110.9px;">41,563 </div><div id="a33609" style="position:absolute;font-weight:normal;left:4.693px;top:127.1px;">Current liabilities</div><div id="a33612" style="position:absolute;font-weight:bold;left:516.275px;top:127.1px;">2,603 </div><div id="a33615" style="position:absolute;font-weight:normal;left:594.395px;top:127.1px;">2,625 </div><div id="a33617" style="position:absolute;font-weight:normal;left:4.693px;top:143.1px;">Noncurrent liabilities</div><div id="a33620" style="position:absolute;font-weight:bold;left:509.235px;top:143.1px;">22,168 </div><div id="a33623" style="position:absolute;font-weight:normal;left:587.355px;top:143.1px;">23,874 </div></div></div></div><div id="TextBlockContainer728" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:639px;height:687px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a33626" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">Our share of income taxes incurred directly<div style="display:inline-block;width:2.14px"> </div>by an equity method investee is reported in equity<div style="display:inline-block;width:2.05px"> </div>in earnings of </div><div id="a33630" style="position:absolute;font-weight:normal;left:4.693px;top:15.7px;">affiliates, and as such is not included in income taxes<div style="display:inline-block;width:2.18px"> </div>on our consolidated financial statements. </div><div id="a33632" style="position:absolute;font-weight:normal;left:4.693px;top:31.2px;"> </div><div id="a33633" style="position:absolute;font-weight:normal;left:4.693px;top:46.9px;">At December 31, 2019, retained earnings included<div style="display:inline-block;width:1.95px"> </div>$</div><div id="a33633_50_2" style="position:absolute;font-weight:normal;left:297.528px;top:46.9px;">32 </div><div id="a33633_52_50" style="position:absolute;font-weight:normal;left:311.608px;top:46.9px;"><div style="display:inline-block;width:3.52px"> </div>million related to the undistributed earnings<div style="display:inline-block;width:2.06px"> </div>of </div><div id="a33640" style="position:absolute;font-weight:normal;left:4.693px;top:62.6px;">affiliated companies.<div style="display:inline-block;width:6.67px"> </div>Dividends received from affiliates were $</div><div id="a33640_64_5" style="position:absolute;font-weight:normal;left:362.134px;top:62.6px;">1,378 </div><div id="a33640_69_11" style="position:absolute;font-weight:normal;left:393.654px;top:62.6px;"><div style="display:inline-block;width:3.52px"> </div>million, $</div><div id="a33640_80_5" style="position:absolute;font-weight:normal;left:451.574px;top:62.6px;">1,226 </div><div id="a33640_85_14" style="position:absolute;font-weight:normal;left:483.254px;top:62.6px;"><div style="display:inline-block;width:3.36px"> </div>million and $</div><div id="a33640_99_3" style="position:absolute;font-weight:normal;left:561.334px;top:62.6px;">605 </div><div id="a33640_102_9" style="position:absolute;font-weight:normal;left:582.555px;top:62.6px;"><div style="display:inline-block;width:3.52px"> </div>million </div><div id="a33643" style="position:absolute;font-weight:normal;left:4.693px;top:78.1px;">in 2019, 2018 and 2017,<div style="display:inline-block;width:2.95px"> </div>respectively.<div style="display:inline-block;width:7.33px"> </div></div><div id="a33652" style="position:absolute;font-weight:bold;left:4.693px;top:93.8px;"> </div><div id="a33653" style="position:absolute;font-weight:bold;left:4.693px;top:109.5px;">APLNG<div style="display:inline-block;width:6.71px"> </div></div><div id="a33655" style="position:absolute;font-weight:normal;left:4.693px;top:125px;">APLNG is focused on CBM production from the<div style="display:inline-block;width:2.05px"> </div>Bowen and Surat basins in Queensland, Australia,<div style="display:inline-block;width:1.99px"> </div>to supply </div><div id="a33659" style="position:absolute;font-weight:normal;left:4.693px;top:140.7px;">the domestic gas market and on LNG processing<div style="display:inline-block;width:2.06px"> </div>and export sales.<div style="display:inline-block;width:6.41px"> </div>Our investment in APLNG gives us access </div><div id="a33660" style="position:absolute;font-weight:normal;left:4.693px;top:156.4px;">to CBM resources in Australia and enhances our<div style="display:inline-block;width:2.04px"> </div>LNG position.<div style="display:inline-block;width:6.49px"> </div>The majority of APLNG LNG is sold under </div><div id="a33665" style="position:absolute;font-weight:normal;left:4.693px;top:171.9px;">two long-term sales and purchase agreements,<div style="display:inline-block;width:2.15px"> </div>supplemented with sales of additional LNG<div style="display:inline-block;width:2.18px"> </div>spot cargoes </div><div id="a33668" style="position:absolute;font-weight:normal;left:4.693px;top:187.6px;">targeting the Asia Pacific markets.<div style="display:inline-block;width:6.26px"> </div>Origin Energy, an integrated Australian energy company, is the operator of </div><div id="a33669" style="position:absolute;font-weight:normal;left:4.693px;top:203.2px;">APLNG’s production and pipeline system, while we operate the LNG<div style="display:inline-block;width:2.12px"> </div>facility. </div><div id="a33672" style="position:absolute;font-weight:normal;left:4.693px;top:219.1px;"> </div><div id="a33673" style="position:absolute;font-weight:normal;left:4.693px;top:235.2px;">APLNG executed project financing agreements<div style="display:inline-block;width:2.02px"> </div>for an $</div><div id="a33673_52_3" style="position:absolute;font-weight:normal;left:317.654px;top:235.2px;">8.5 </div><div id="a33673_55_53" style="position:absolute;font-weight:normal;left:335.094px;top:235.2px;"><div style="display:inline-block;width:3.52px"> </div>billion project finance facility in 2012.<div style="display:inline-block;width:5.81px"> </div>The $8.5 </div><div id="a33674" style="position:absolute;font-weight:normal;left:4.693px;top:251.4px;">billion project finance facility was initially composed<div style="display:inline-block;width:1.97px"> </div>of financing agreements executed by APLNG<div style="display:inline-block;width:2.09px"> </div>with the </div><div id="a33676" style="position:absolute;font-weight:normal;left:4.693px;top:267.4px;">Export-Import Bank of the United States for approximately<div style="display:inline-block;width:1.68px"> </div>$</div><div id="a33676_59_3" style="position:absolute;font-weight:normal;left:347.729px;top:267.4px;">2.9 </div><div id="a33676_62_46" style="position:absolute;font-weight:normal;left:365.329px;top:267.4px;"><div style="display:inline-block;width:3.36px"> </div>billion, the Export-Import Bank of China for </div><div id="a33681" style="position:absolute;font-weight:normal;left:4.693px;top:283.6px;">approximately $</div><div id="a33681_15_3" style="position:absolute;font-weight:normal;left:96.213px;top:283.6px;">2.7 </div><div id="a33681_18_79" style="position:absolute;font-weight:normal;left:113.654px;top:283.6px;"><div style="display:inline-block;width:3.52px"> </div>billion, and a syndicate of Australian and international<div style="display:inline-block;width:1.78px"> </div>commercial banks for </div><div id="a33682" style="position:absolute;font-weight:normal;left:4.693px;top:299.6px;">approximately $</div><div id="a33682_15_3" style="position:absolute;font-weight:normal;left:96.213px;top:299.6px;">2.9 </div><div id="a33682_18_87" style="position:absolute;font-weight:normal;left:113.654px;top:299.6px;"><div style="display:inline-block;width:3.52px"> </div>billion.<div style="display:inline-block;width:6.59px"> </div>At December 31, 2019, all amounts have been<div style="display:inline-block;width:2.09px"> </div>drawn from the facility.<div style="display:inline-block;width:7.04px"> </div>APLNG </div><div id="a33684" style="position:absolute;font-weight:normal;left:4.693px;top:315.7px;">made its first principal and interest repayment<div style="display:inline-block;width:2.13px"> </div>in March 2017 and is scheduled to make </div><div id="a33684_87_9" style="position:absolute;font-weight:normal;left:495.894px;top:315.7px;">bi-annual </div><div id="a33684_96_10" style="position:absolute;font-weight:normal;left:548.915px;top:315.7px;"><div style="display:inline-block;width:3.52px"> </div>payments </div><div id="a33687" style="position:absolute;font-weight:normal;left:4.693px;top:331.9px;">until March 2029. </div><div id="a33689" style="position:absolute;font-weight:normal;left:4.693px;top:347.9px;"> </div><div id="a33690" style="position:absolute;font-weight:normal;left:4.693px;top:364.1px;">APLNG made a voluntary repayment of $</div><div id="a33690_37_3" style="position:absolute;font-weight:normal;left:240.374px;top:364.1px;">1.4 </div><div id="a33690_40_64" style="position:absolute;font-weight:normal;left:258.008px;top:364.1px;"><div style="display:inline-block;width:3.52px"> </div>billion to the Export-Import Bank of China<div style="display:inline-block;width:2.05px"> </div>in September 2018.<div style="display:inline-block;width:6.44px"> </div></div><div id="a33695" style="position:absolute;font-weight:normal;left:4.693px;top:380.1px;">At the same time, APLNG obtained a United<div style="display:inline-block;width:2.14px"> </div>States Private Placement (USPP) bond facility<div style="display:inline-block;width:1.89px"> </div>of $</div><div id="a33695_92_3" style="position:absolute;font-weight:normal;left:545.174px;top:380.1px;">1.4 </div><div id="a33695_95_11" style="position:absolute;font-weight:normal;left:562.774px;top:380.1px;"><div style="display:inline-block;width:3.52px"> </div>billion.<div style="display:inline-block;width:3.23px"> </div></div><div id="a33696" style="position:absolute;font-weight:normal;left:4.693px;top:396.2px;">APLNG made its first interest payment related to<div style="display:inline-block;width:2.13px"> </div>this facility in March 2019, and principal<div style="display:inline-block;width:2.09px"> </div>payments are </div><div id="a33698" style="position:absolute;font-weight:normal;left:4.693px;top:412.4px;">scheduled to commence in September 2023,<div style="display:inline-block;width:2.04px"> </div>with </div><div id="a33698_46_9" style="position:absolute;font-weight:normal;left:283.894px;top:412.4px;">bi-annual </div><div id="a33698_55_52" style="position:absolute;font-weight:normal;left:336.728px;top:412.4px;"><div style="display:inline-block;width:3.52px"> </div>payments due on the facility until September<div style="display:inline-block;width:2.13px"> </div>2030. </div><div id="a33702" style="position:absolute;font-weight:normal;left:4.693px;top:428.4px;"> </div><div id="a33703" style="position:absolute;font-weight:normal;left:4.693px;top:444.5px;">During the first quarter of 2019, APLNG refinanced<div style="display:inline-block;width:1.97px"> </div>$</div><div id="a33703_52_3" style="position:absolute;font-weight:normal;left:307.574px;top:444.5px;">3.2 </div><div id="a33703_55_54" style="position:absolute;font-weight:normal;left:325.174px;top:444.5px;"><div style="display:inline-block;width:3.36px"> </div>billion of existing project finance debt through two </div><div id="a33704" style="position:absolute;font-weight:normal;left:4.693px;top:460.7px;">transactions.<div style="display:inline-block;width:6.67px"> </div>As a result of the first transaction, APLNG<div style="display:inline-block;width:2.18px"> </div>obtained a commercial bank facility of $</div><div id="a33704_99_3" style="position:absolute;font-weight:normal;left:553.009px;top:460.7px;">2.6 </div><div id="a33704_102_11" style="position:absolute;font-weight:normal;left:570.609px;top:460.7px;"><div style="display:inline-block;width:3.52px"> </div>billion.<div style="display:inline-block;width:6.75px"> </div></div><div id="a33706" style="position:absolute;font-weight:normal;left:4.693px;top:476.7px;">APLNG made its first principal and interest<div style="display:inline-block;width:2.14px"> </div>repayment in September 2019 with </div><div id="a33706_77_9" style="position:absolute;font-weight:normal;left:453.494px;top:476.7px;">bi-annual </div><div id="a33706_86_21" style="position:absolute;font-weight:normal;left:506.355px;top:476.7px;"><div style="display:inline-block;width:3.52px"> </div>payments due on the </div><div id="a33709" style="position:absolute;font-weight:normal;left:4.693px;top:492.9px;">facility until March 2028.<div style="display:inline-block;width:6.2px"> </div>Through the second transaction, APLNG obtained<div style="display:inline-block;width:2.06px"> </div>a USPP bond facility of $</div><div id="a33709_100_4" style="position:absolute;font-weight:normal;left:584.248px;top:492.9px;">0.6 </div><div id="a33711" style="position:absolute;font-weight:normal;left:4.693px;top:508.9px;">billion.<div style="display:inline-block;width:6.75px"> </div>APLNG made its first interest payment in September<div style="display:inline-block;width:1.82px"> </div>2019, and principal payments are scheduled<div style="display:inline-block;width:2.18px"> </div>to </div><div id="a33712" style="position:absolute;font-weight:normal;left:4.693px;top:525.1px;">commence in September 2023, with </div><div id="a33712_33_9" style="position:absolute;font-weight:normal;left:210.134px;top:525.1px;">bi-annual </div><div id="a33712_42_52" style="position:absolute;font-weight:normal;left:262.968px;top:525.1px;"><div style="display:inline-block;width:3.52px"> </div>payments due on the facility until<div style="display:inline-block;width:2.18px"> </div>September 2030. </div><div id="a33716" style="position:absolute;font-weight:normal;left:4.693px;top:541.2px;"> </div><div id="a33717" style="position:absolute;font-weight:normal;left:4.693px;top:557.2px;">In conjunction with the $3.2 billion debt obtained<div style="display:inline-block;width:2.07px"> </div>during the first quarter of 2019 to refinance existing<div style="display:inline-block;width:1.94px"> </div>project </div><div id="a33719" style="position:absolute;font-weight:normal;left:4.693px;top:573.4px;">finance debt, APLNG made voluntary repayments<div style="display:inline-block;width:2.04px"> </div>of $</div><div id="a33719_50_3" style="position:absolute;font-weight:normal;left:312.053px;top:573.4px;">2.2 </div><div id="a33719_53_14" style="position:absolute;font-weight:normal;left:329.493px;top:573.4px;"><div style="display:inline-block;width:3.52px"> </div>billion and $</div><div id="a33719_67_3" style="position:absolute;font-weight:normal;left:403.894px;top:573.4px;">1.0 </div><div id="a33719_70_38" style="position:absolute;font-weight:normal;left:421.334px;top:573.4px;"><div style="display:inline-block;width:3.52px"> </div>billion to a syndicate of Australian </div><div id="a33720" style="position:absolute;font-weight:normal;left:4.693px;top:589.4px;">and international commercial banks and the Export-Import<div style="display:inline-block;width:1.59px"> </div>Bank of China, respectively. </div><div id="a33725" style="position:absolute;font-weight:normal;left:4.693px;top:605.5px;"> </div><div id="a33726" style="position:absolute;font-weight:normal;left:4.693px;top:621.7px;">At December 31, 2019, a balance of $</div><div id="a33726_36_3" style="position:absolute;font-weight:normal;left:217.333px;top:621.7px;">6.7 </div><div id="a33726_39_69" style="position:absolute;font-weight:normal;left:234.933px;top:621.7px;"><div style="display:inline-block;width:3.52px"> </div>billion was outstanding on the facilities.<div style="display:inline-block;width:5.47px"> </div>See Note 12—Guarantees, </div><div id="a33729" style="position:absolute;font-weight:normal;left:4.693px;top:637.7px;">for additional information. </div><div id="a33732" style="position:absolute;font-weight:normal;left:4.693px;top:653.9px;"> </div><div id="a33733" style="position:absolute;font-weight:normal;left:4.693px;top:670px;"><div style="display:inline-block;width:195.55px"> </div></div></div><div id="TextBlockContainer730" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:642px;height:829px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a33738" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">During the first half of 2017, the outlook for crude<div style="display:inline-block;width:2.06px"> </div>oil prices deteriorated, and as a result of significantly </div><div id="a33740" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">reduced price outlooks, the estimated fair<div style="display:inline-block;width:2.03px"> </div>value of our investment in APLNG declined to<div style="display:inline-block;width:2.14px"> </div>an amount below </div><div id="a33741" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;">carrying value.<div style="display:inline-block;width:6.6px"> </div>Based on a review of the facts and circumstances<div style="display:inline-block;width:2.09px"> </div>surrounding this decline in fair value, we </div><div id="a33742" style="position:absolute;font-weight:normal;left:4.693px;top:48.2px;">concluded in the second quarter of 2017 the impairment<div style="display:inline-block;width:1.82px"> </div>was other than temporary under the guidance of<div style="display:inline-block;width:2.14px"> </div>FASB </div><div id="a33744" style="position:absolute;font-weight:normal;left:4.693px;top:64.3px;">ASC Topic 323, “Investments—Equity Method and Joint Ventures,” and the recognition of an impairment of </div><div id="a33747" style="position:absolute;font-weight:normal;left:4.693px;top:80.5px;">our investment to fair value was necessary.<div style="display:inline-block;width:6.6px"> </div>Accordingly, we recorded a noncash $</div><div id="a33747_81_5" style="position:absolute;font-weight:normal;left:468.728px;top:80.5px;">2,384 </div><div id="a33747_86_22" style="position:absolute;font-weight:normal;left:500.088px;top:80.5px;"><div style="display:inline-block;width:3.52px"> </div>million, before- and </div><div id="a33752" style="position:absolute;font-weight:normal;left:4.693px;top:96.5px;">after-tax impairment in our second quarter 2017<div style="display:inline-block;width:2.12px"> </div>results.<div style="display:inline-block;width:6.6px"> </div>Fair value was estimated based on an internal </div><div id="a33757" style="position:absolute;font-weight:normal;left:4.693px;top:112.7px;">discounted cash flow model using estimated<div style="display:inline-block;width:2.11px"> </div>future production, an outlook of future prices<div style="display:inline-block;width:2.1px"> </div>from a combination </div><div id="a33759" style="position:absolute;font-weight:normal;left:4.693px;top:128.8px;">of exchanges (short-term) and pricing service<div style="display:inline-block;width:2.16px"> </div>companies (long-term), costs, a market<div style="display:inline-block;width:2.09px"> </div>outlook of foreign </div><div id="a33764" style="position:absolute;font-weight:normal;left:4.693px;top:144.8px;">exchange rates provided by a third party, and a discount rate believed to be<div style="display:inline-block;width:2.03px"> </div>consistent with those used by </div><div id="a33765" style="position:absolute;font-weight:normal;left:4.693px;top:161px;">principal market participants.<div style="display:inline-block;width:6.14px"> </div>The impairment was included in the “Impairments”<div style="display:inline-block;width:2.05px"> </div>line on our consolidated </div><div id="a33767" style="position:absolute;font-weight:normal;left:4.693px;top:177px;">income statement. </div><div id="a33769" style="position:absolute;font-weight:normal;left:4.693px;top:193.1px;"> </div><div id="a33770" style="position:absolute;font-weight:normal;left:4.693px;top:209px;">At December 31, 2019, the carrying value of<div style="display:inline-block;width:2.07px"> </div>our equity method investment in APLNG was $</div><div id="a33770_87_5" style="position:absolute;font-weight:normal;left:527.089px;top:209px;">7,228 </div><div id="a33770_92_11" style="position:absolute;font-weight:normal;left:558.715px;top:209px;"><div style="display:inline-block;width:3.52px"> </div>million.<div style="display:inline-block;width:6.68px"> </div></div><div id="a33775" style="position:absolute;font-weight:normal;left:4.693px;top:224.5px;">The historical cost basis of our </div><div id="a33775_33_4" style="position:absolute;font-weight:normal;left:180.534px;top:224.5px;">37.5 </div><div id="a33775_37_56" style="position:absolute;font-weight:normal;left:205.208px;top:224.5px;"><div style="display:inline-block;width:3.52px"> </div>percent share of net assets on the books<div style="display:inline-block;width:2.16px"> </div>of APLNG was $</div><div id="a33775_93_5" style="position:absolute;font-weight:normal;left:531.128px;top:224.5px;">6,751 </div><div id="a33775_98_10" style="position:absolute;font-weight:normal;left:562.648px;top:224.5px;"><div style="display:inline-block;width:3.52px"> </div>million, </div><div id="a33779" style="position:absolute;font-weight:normal;left:4.693px;top:240.2px;">resulting in a basis difference of $</div><div id="a33779_36_3" style="position:absolute;font-weight:normal;left:195.254px;top:240.2px;">477 </div><div id="a33779_39_73" style="position:absolute;font-weight:normal;left:216.248px;top:240.2px;"><div style="display:inline-block;width:3.52px"> </div>million on our books.<div style="display:inline-block;width:6.27px"> </div>The basis difference, which is substantially all </div><div id="a33782" style="position:absolute;font-weight:normal;left:4.693px;top:255.9px;">associated with PP&amp;E and subject to amortization,<div style="display:inline-block;width:1.98px"> </div>has been allocated on a relative fair value basis<div style="display:inline-block;width:2.05px"> </div>to </div><div id="a33784" style="position:absolute;font-weight:normal;left:4.693px;top:271.4px;">individual exploration and production license areas<div style="display:inline-block;width:1.92px"> </div>owned by APLNG, some of which are not currently<div style="display:inline-block;width:1.83px"> </div>in </div><div id="a33785" style="position:absolute;font-weight:normal;left:4.693px;top:287.1px;">production.<div style="display:inline-block;width:6.68px"> </div>Any future additional payments are expected<div style="display:inline-block;width:2.09px"> </div>to be allocated in a similar manner.<div style="display:inline-block;width:6.72px"> </div>Each </div><div id="a33786" style="position:absolute;font-weight:normal;left:4.693px;top:302.8px;">exploration license area will periodically be reviewed<div style="display:inline-block;width:2.07px"> </div>for any indicators of potential impairment,<div style="display:inline-block;width:1.99px"> </div>which, if </div><div id="a33789" style="position:absolute;font-weight:normal;left:4.693px;top:318.3px;">required, would result in acceleration of basis<div style="display:inline-block;width:2.17px"> </div>difference amortization.<div style="display:inline-block;width:6.44px"> </div>As the joint venture produces natural </div><div id="a33790" style="position:absolute;font-weight:normal;left:4.693px;top:334px;">gas from each license, we amortize the basis<div style="display:inline-block;width:2.11px"> </div>difference allocated to that license using the unit-of-production </div><div id="a33796" style="position:absolute;font-weight:normal;left:4.693px;top:349.7px;">method.<div style="display:inline-block;width:6.89px"> </div>Included in net income (loss) attributable<div style="display:inline-block;width:2.06px"> </div>to ConocoPhillips for 2019,<div style="display:inline-block;width:2.75px"> </div>2018 and 2017 was after-tax </div><div id="a33807" style="position:absolute;font-weight:normal;left:4.693px;top:365.3px;">expense of $</div><div id="a33807_12_2" style="position:absolute;font-weight:normal;left:75.573px;top:365.3px;">36 </div><div id="a33807_14_11" style="position:absolute;font-weight:normal;left:89.648px;top:365.3px;"><div style="display:inline-block;width:3.52px"> </div>million, $</div><div id="a33807_25_2" style="position:absolute;font-weight:normal;left:147.568px;top:365.3px;">44 </div><div id="a33807_27_14" style="position:absolute;font-weight:normal;left:161.488px;top:365.3px;"><div style="display:inline-block;width:3.36px"> </div>million and $</div><div id="a33807_41_3" style="position:absolute;font-weight:normal;left:239.568px;top:365.3px;">100 </div><div id="a33807_44_68" style="position:absolute;font-weight:normal;left:260.728px;top:365.3px;"><div style="display:inline-block;width:3.52px"> </div>million, respectively, representing the amortization of this basis </div><div id="a33812" style="position:absolute;font-weight:normal;left:4.693px;top:380.9px;">difference on currently producing licenses. </div><div id="a33815" style="position:absolute;font-weight:normal;left:4.693px;top:396.5px;"> </div><div id="a33816" style="position:absolute;font-weight:normal;left:4.693px;top:412.2px;">Distributions from APLNG commenced in<div style="display:inline-block;width:2.15px"> </div>April 2018. </div><div id="a33818" style="position:absolute;font-weight:normal;left:4.693px;top:427.7px;"> </div><div id="a33819" style="position:absolute;font-weight:bold;left:4.693px;top:443.4px;">FCCL </div><div id="a33821" style="position:absolute;font-weight:normal;left:4.693px;top:459.1px;">FCCL Partnership, a Canadian upstream 50/50 general<div style="display:inline-block;width:1.88px"> </div>partnership with Cenovus Energy Inc., produces </div><div id="a33823" style="position:absolute;font-weight:normal;left:4.693px;top:474.7px;">bitumen in the Athabasca oil sands in northeastern<div style="display:inline-block;width:1.97px"> </div>Alberta and sells the bitumen blend.<div style="display:inline-block;width:5.79px"> </div>Cenovus is the </div><div id="a33825" style="position:absolute;font-weight:normal;left:4.693px;top:490.3px;">operator and managing partner of FCCL.<div style="display:inline-block;width:9.18px"> </div></div><div id="a33827" style="position:absolute;font-weight:normal;left:4.693px;top:506.3px;"> </div><div id="a33828" style="position:absolute;font-weight:normal;left:4.693px;top:522.3px;">On May 17, 2017, we completed the sale of our<div style="display:inline-block;width:2.13px"> </div>50 percent nonoperated interest in the FCCL<div style="display:inline-block;width:2.12px"> </div>Partnership, as </div><div id="a33833" style="position:absolute;font-weight:normal;left:4.693px;top:538.5px;">well as the majority of our western Canada gas<div style="display:inline-block;width:2.09px"> </div>assets to Cenovus Energy.<div style="display:inline-block;width:7.43px"> </div>Financial information presented </div><div id="a33834" style="position:absolute;font-weight:normal;left:4.693px;top:554.5px;">within this footnote includes our historical<div style="display:inline-block;width:2.19px"> </div>interest up to the date of sale.<div style="display:inline-block;width:6.14px"> </div>For additional information on the </div><div id="a33835" style="position:absolute;font-weight:normal;left:4.693px;top:570.7px;">Canada disposition and our investment in Cenovus<div style="display:inline-block;width:1.9px"> </div>Energy, see Note 5—Asset Acquisitions and Dispositions </div><div id="a33840" style="position:absolute;font-weight:normal;left:4.693px;top:586.8px;">and Note 7—Investment in Cenovus Energy. </div><div id="a33844" style="position:absolute;font-weight:normal;left:4.693px;top:602.8px;"> </div><div id="a33845" style="position:absolute;font-weight:bold;left:4.693px;top:619px;">QG3 </div><div id="a33847" style="position:absolute;font-weight:normal;left:4.693px;top:635.1px;">QG3 is a joint venture that owns an integrated<div style="display:inline-block;width:2.13px"> </div>large-scale LNG project located in Qatar.<div style="display:inline-block;width:6.64px"> </div>We provided project </div><div id="a33850" style="position:absolute;font-weight:normal;left:4.693px;top:651.1px;">financing, with a current outstanding balance<div style="display:inline-block;width:2.18px"> </div>of $</div><div id="a33850_50_3" style="position:absolute;font-weight:normal;left:283.248px;top:651.1px;">335 </div><div id="a33850_53_50" style="position:absolute;font-weight:normal;left:304.208px;top:651.1px;"><div style="display:inline-block;width:3.52px"> </div>million as described below under “Loans and<div style="display:inline-block;width:2.03px"> </div>Long-</div><div id="a33854" style="position:absolute;font-weight:normal;left:4.693px;top:667.3px;">Term Receivables.”<div style="display:inline-block;width:7.42px"> </div>At December 31, 2019, the book value of our equity<div style="display:inline-block;width:1.89px"> </div>method investment in QG3, </div><div id="a33857" style="position:absolute;font-weight:normal;left:4.693px;top:683.3px;">excluding the project financing, was $</div><div id="a33857_38_3" style="position:absolute;font-weight:normal;left:218.808px;top:683.3px;">797 </div><div id="a33857_41_68" style="position:absolute;font-weight:normal;left:239.768px;top:683.3px;"><div style="display:inline-block;width:3.52px"> </div>million.<div style="display:inline-block;width:6.68px"> </div>We have terminal and pipeline use agreements with Golden </div><div id="a33864" style="position:absolute;font-weight:normal;left:4.693px;top:699.5px;">Pass LNG Terminal and affiliated Golden Pass Pipeline near Sabine Pass, Texas, intended to provide us with </div><div id="a33865" style="position:absolute;font-weight:normal;left:4.693px;top:715.7px;">terminal and pipeline capacity for the receipt,<div style="display:inline-block;width:2.18px"> </div>storage and regasification of LNG purchased<div style="display:inline-block;width:2.09px"> </div>from QG3.<div style="display:inline-block;width:6.8px"> </div>We </div><div id="a33869" style="position:absolute;font-weight:normal;left:4.693px;top:731.7px;">previously held a 12.4 percent interest in Golden<div style="display:inline-block;width:2.03px"> </div>Pass LNG Terminal and Golden Pass Pipeline, but we sold </div><div id="a33875" style="position:absolute;font-weight:normal;left:4.693px;top:747.8px;">those interests in the second quarter of 2019 while<div style="display:inline-block;width:2.03px"> </div>retaining the basic use agreements.<div style="display:inline-block;width:5.91px"> </div>Currently,<div style="display:inline-block;width:3.31px"> </div>the LNG </div><div id="a33884" style="position:absolute;font-weight:normal;left:4.693px;top:763.8px;">from QG3 is being sold to markets outside of<div style="display:inline-block;width:2.15px"> </div>the U.S.<div style="display:inline-block;width:6.75px"> </div>For additional information, see Note 5—Asset </div><div id="a33890" style="position:absolute;font-weight:normal;left:4.693px;top:780px;">Acquisitions and Dispositions. </div><div id="a33892" style="position:absolute;font-weight:normal;left:4.693px;top:796.1px;"> </div><div id="a33893" style="position:absolute;font-weight:bold;left:4.693px;top:812.1px;"><div style="display:inline-block;width:195.55px"> </div></div></div><div id="TextBlockContainer732" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:645px;height:339px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a33898" style="position:absolute;font-weight:bold;left:4.693px;top:0px;">Loans and Long-Term Receivables </div><div id="a33902" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">As part of our normal ongoing business operations<div style="display:inline-block;width:1.96px"> </div>and consistent with industry practice,<div style="display:inline-block;width:2.18px"> </div>we enter into </div><div id="a33903" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;">numerous agreements with other parties to pursue<div style="display:inline-block;width:2.14px"> </div>business opportunities.<div style="display:inline-block;width:6.3px"> </div>Included in such activity are loans </div><div id="a33904" style="position:absolute;font-weight:normal;left:4.693px;top:48.2px;">and long-term receivables to certain affiliated and non-affiliated<div style="display:inline-block;width:1.96px"> </div>companies.<div style="display:inline-block;width:6.83px"> </div>Loans are recorded when cash is </div><div id="a33912" style="position:absolute;font-weight:normal;left:4.693px;top:64.3px;">transferred or seller financing is provided to the<div style="display:inline-block;width:2.12px"> </div>affiliated or non-affiliated company pursuant to a loan </div><div id="a33915" style="position:absolute;font-weight:normal;left:4.693px;top:80.5px;">agreement.<div style="display:inline-block;width:6.65px"> </div>The loan balance will increase as interest is earned<div style="display:inline-block;width:2.14px"> </div>on the outstanding loan balance and will </div><div id="a33917" style="position:absolute;font-weight:normal;left:4.693px;top:96.5px;">decrease as interest and principal payments are<div style="display:inline-block;width:2.13px"> </div>received.<div style="display:inline-block;width:6.56px"> </div>Interest is earned at the loan agreement’s stated </div><div id="a33918" style="position:absolute;font-weight:normal;left:4.693px;top:112.7px;">interest rate.<div style="display:inline-block;width:6.58px"> </div>Loans and long-term receivables are assessed<div style="display:inline-block;width:2.16px"> </div>for impairment when events indicate the loan </div><div id="a33921" style="position:absolute;font-weight:normal;left:4.693px;top:128.8px;">balance may not be fully recovered.<div style="display:inline-block;width:9.52px"> </div></div><div id="a33924" style="position:absolute;font-weight:normal;left:4.693px;top:144.8px;"> </div><div id="a33925" style="position:absolute;font-weight:normal;left:4.693px;top:161px;">At December 31, 2019, significant loans to affiliated<div style="display:inline-block;width:2.05px"> </div>companies include $335 million in project financing<div style="display:inline-block;width:2.13px"> </div>to </div><div id="a33928" style="position:absolute;font-weight:normal;left:4.693px;top:177px;">QG3.<div style="display:inline-block;width:6.86px"> </div>We own a </div><div id="a33928_15_2" style="position:absolute;font-weight:normal;left:102.773px;top:177px;">30 </div><div id="a33928_17_87" style="position:absolute;font-weight:normal;left:116.853px;top:177px;"><div style="display:inline-block;width:3.52px"> </div>percent interest in QG3, for which we<div style="display:inline-block;width:2.12px"> </div>use the equity method of accounting.<div style="display:inline-block;width:5.9px"> </div>The other </div><div id="a33929" style="position:absolute;font-weight:normal;left:4.693px;top:193.1px;">participants in the project are affiliates of Qatar Petroleum<div style="display:inline-block;width:1.94px"> </div>and Mitsui.<div style="display:inline-block;width:6.58px"> </div>QG3 secured project financing of </div><div id="a33931" style="position:absolute;font-weight:normal;left:4.693px;top:209.3px;">$</div><div id="a33931_1_3" style="position:absolute;font-weight:normal;left:11.733px;top:209.3px;">4.0 </div><div id="a33931_4_42" style="position:absolute;font-weight:normal;left:29.333px;top:209.3px;"><div style="display:inline-block;width:3.52px"> </div>billion in December 2005, consisting of $</div><div id="a33931_46_3" style="position:absolute;font-weight:normal;left:265.654px;top:209.3px;">1.3 </div><div id="a33931_49_54" style="position:absolute;font-weight:normal;left:283.288px;top:209.3px;"><div style="display:inline-block;width:3.52px"> </div>billion of loans from export credit agencies<div style="display:inline-block;width:2.08px"> </div>(ECA), $</div><div id="a33931_103_4" style="position:absolute;font-weight:normal;left:583.448px;top:209.3px;">1.5 </div><div id="a33936" style="position:absolute;font-weight:normal;left:4.693px;top:225.3px;">billion from commercial banks, and $</div><div id="a33936_36_3" style="position:absolute;font-weight:normal;left:215.574px;top:225.3px;">1.2 </div><div id="a33936_39_71" style="position:absolute;font-weight:normal;left:233.174px;top:225.3px;"><div style="display:inline-block;width:3.52px"> </div>billion from ConocoPhillips.<div style="display:inline-block;width:6.05px"> </div>The ConocoPhillips loan facilities have </div><div id="a33938" style="position:absolute;font-weight:normal;left:4.693px;top:241.5px;">substantially the same terms as the ECA and commercial<div style="display:inline-block;width:1.78px"> </div>bank facilities.<div style="display:inline-block;width:6.56px"> </div>On December 15, 2011, QG3 </div><div id="a33939" style="position:absolute;font-weight:normal;left:4.693px;top:257.5px;">achieved financial completion and all project loan facilities<div style="display:inline-block;width:1.72px"> </div>became nonrecourse to the project participants.<div style="display:inline-block;width:5.62px"> </div></div><div id="a33941" style="position:absolute;font-weight:normal;left:4.693px;top:273.7px;">Semi-annual </div><div id="a33941_12_68" style="position:absolute;font-weight:normal;left:79.093px;top:273.7px;">repayments began in January 2011 and will extend through July<div style="display:inline-block;width:2.15px"> </div>2022. </div><div id="a33945" style="position:absolute;font-weight:normal;left:4.693px;top:289.8px;"> </div><div id="a33946" style="position:absolute;font-weight:normal;left:4.693px;top:305.8px;">The long-term portion of these loans is included<div style="display:inline-block;width:2.14px"> </div>in the “Loans and advances—related parties”<div style="display:inline-block;width:2.05px"> </div>line on our </div><div id="a33951" style="position:absolute;font-weight:normal;left:4.693px;top:322px;">consolidated balance sheet, while the short-term<div style="display:inline-block;width:2.14px"> </div>portion is in “Accounts and notes receivable—related<div style="display:inline-block;width:1.91px"> </div>parties.”<div style="display:inline-block;width:6.46px"> </div></div></div> 8234000000 9005000000 219000000 335000000 243000000 238000000 133000000 0 77000000 86000000 8906000000 9664000000 0.375 0.375 0.25 0.685 0.015 <div id="TextBlockContainer722" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:635px;height:148px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="div_720_XBRL_CS_c6bf37e69c83426189338ab429829b2f" style="position:absolute;left:0px;top:0px;float:left;"><div id="TextBlockContainer721" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:635px;height:148px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a33494" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">Summarized 100 percent earnings information<div style="display:inline-block;width:2.03px"> </div>for equity method investments in affiliated companies, </div><div id="a33499" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">combined, was as follows:</div><div id="a33509" style="position:absolute;font-weight:normal;left:454.675px;top:48px;">Millions of Dollars</div><div id="a33512" style="position:absolute;font-weight:bold;left:439.795px;top:66.6px;">2019</div><div id="a33515" style="position:absolute;font-weight:normal;left:520.915px;top:66.6px;">2018</div><div id="a33518" style="position:absolute;font-weight:normal;left:601.915px;top:66.6px;">2017</div><div id="a33526" style="position:absolute;font-weight:normal;left:4.693px;top:98.7px;">Revenues</div><div id="a33528" style="position:absolute;font-weight:bold;left:386.835px;top:98.7px;">$</div><div id="a33530" style="position:absolute;font-weight:bold;left:425.235px;top:98.7px;">11,310 </div><div id="a33533" style="position:absolute;font-weight:normal;left:506.355px;top:98.7px;">11,654 </div><div id="a33536" style="position:absolute;font-weight:normal;left:587.355px;top:98.7px;">11,554 </div><div id="a33538" style="position:absolute;font-weight:normal;left:4.693px;top:114.7px;">Income (loss) before income taxes</div><div id="a33541" style="position:absolute;font-weight:bold;left:432.275px;top:114.7px;">3,726 </div><div id="a33544" style="position:absolute;font-weight:normal;left:513.395px;top:114.7px;">3,660 </div><div id="a33547" style="position:absolute;font-weight:normal;left:589.115px;top:114.7px;">(2,875) </div><div id="a33549" style="position:absolute;font-weight:normal;left:4.693px;top:130.9px;">Net income (loss)</div><div id="a33552" style="position:absolute;font-weight:bold;left:432.275px;top:130.9px;">3,085 </div><div id="a33555" style="position:absolute;font-weight:normal;left:513.395px;top:130.9px;">3,244 </div><div id="a33558" style="position:absolute;font-weight:normal;left:589.115px;top:130.9px;">(1,431) </div></div></div></div><div id="TextBlockContainer725" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:632px;height:160px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a33565" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">Summarized 100 percent balance sheet information<div style="display:inline-block;width:2.13px"> </div>for equity method investments in affiliated<div style="display:inline-block;width:2.18px"> </div>companies,<div style="display:inline-block;width:6.93px"> </div></div><div id="a33570" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">combined, was as follows:</div><div id="a33579" style="position:absolute;font-weight:normal;left:498.035px;top:45.9px;">Millions of Dollars</div><div id="a33582" style="position:absolute;font-weight:bold;left:523.795px;top:62.7px;">2019</div><div id="a33585" style="position:absolute;font-weight:normal;left:601.915px;top:62.7px;">2018</div><div id="a33592" style="position:absolute;font-weight:normal;left:4.693px;top:94.9px;">Current assets</div><div id="a33594" style="position:absolute;font-weight:bold;left:473.715px;top:94.9px;">$</div><div id="a33596" style="position:absolute;font-weight:bold;left:516.275px;top:94.9px;">3,289 </div><div id="a33599" style="position:absolute;font-weight:normal;left:594.395px;top:94.9px;">3,285 </div><div id="a33601" style="position:absolute;font-weight:normal;left:4.693px;top:110.9px;">Noncurrent assets</div><div id="a33604" style="position:absolute;font-weight:bold;left:509.235px;top:110.9px;">38,905 </div><div id="a33607" style="position:absolute;font-weight:normal;left:587.355px;top:110.9px;">41,563 </div><div id="a33609" style="position:absolute;font-weight:normal;left:4.693px;top:127.1px;">Current liabilities</div><div id="a33612" style="position:absolute;font-weight:bold;left:516.275px;top:127.1px;">2,603 </div><div id="a33615" style="position:absolute;font-weight:normal;left:594.395px;top:127.1px;">2,625 </div><div id="a33617" style="position:absolute;font-weight:normal;left:4.693px;top:143.1px;">Noncurrent liabilities</div><div id="a33620" style="position:absolute;font-weight:bold;left:509.235px;top:143.1px;">22,168 </div><div id="a33623" style="position:absolute;font-weight:normal;left:587.355px;top:143.1px;">23,874 </div></div> 11310000000 11654000000 11554000000 3726000000 3660000000 -2875000000 3085000000 3244000000 -1431000000 3289000000 3285000000 38905000000 41563000000 2603000000 2625000000 22168000000 23874000000 32000000 1378000000 1226000000 605000000 8500000000 2900000000 2700000000 2900000000 bi-annual 1400000000 1400000000 bi-annual 3200000000 2600000000 bi-annual 600000000 bi-annual 2200000000 1000000000.0 6700000000 2384000000 7228000000 0.375 6751000000 477000000 36000000 44000000 100000000 335000000 797000000 0.30 4000000000.0 1300000000 1500000000 1200000000 Semi-annual <div id="TextBlockContainer734" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:640px;height:275px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a33960" style="position:absolute;font-weight:bold;left:4.693px;top:0px;">Note 7—Investment in Cenovus Energy </div><div id="a33964" style="position:absolute;font-size:14.72px;font-weight:normal;left:4.693px;top:16.1px;"> </div><div id="a33965" style="position:absolute;font-weight:normal;left:4.693px;top:33px;">On May 17, 2017, we completed the sale of our </div><div id="a33965_46_2" style="position:absolute;font-weight:normal;left:275.413px;top:33px;">50 </div><div id="a33965_48_58" style="position:absolute;font-weight:normal;left:289.493px;top:33px;"><div style="display:inline-block;width:3.52px"> </div>percent nonoperated interest in the FCCL<div style="display:inline-block;width:2.09px"> </div>Partnership, as </div><div id="a33966" style="position:absolute;font-weight:normal;left:4.693px;top:49px;">well as the majority of our western Canada gas<div style="display:inline-block;width:2.09px"> </div>assets, to Cenovus Energy.<div style="display:inline-block;width:7.27px"> </div>Consideration for the transaction </div><div id="a33967" style="position:absolute;font-weight:normal;left:4.693px;top:65.1px;">included </div><div id="a33967_9_3" style="position:absolute;font-weight:normal;left:56.533px;top:65.1px;">208 </div><div id="a33967_12_71" style="position:absolute;font-weight:normal;left:77.493px;top:65.1px;"><div style="display:inline-block;width:3.52px"> </div>million Cenovus Energy common shares, which,<div style="display:inline-block;width:2.16px"> </div>at closing, approximated </div><div id="a33967_83_4" style="position:absolute;font-weight:normal;left:498.515px;top:65.1px;">16.9 </div><div id="a33967_87_19" style="position:absolute;font-weight:normal;left:523.155px;top:65.1px;"><div style="display:inline-block;width:3.36px"> </div>percent of issued </div><div id="a33971" style="position:absolute;font-weight:normal;left:4.693px;top:81.3px;">and outstanding Cenovus Energy common stock.<div style="display:inline-block;width:5.8px"> </div>See Note 5—Asset Acquisitions and Dispositions,<div style="display:inline-block;width:2.03px"> </div>for </div><div id="a33979" style="position:absolute;font-weight:normal;left:4.693px;top:97.3px;">additional information on the Canada disposition.<div style="display:inline-block;width:5.47px"> </div>The fair value and cost basis of our investment<div style="display:inline-block;width:2.07px"> </div>in 208 </div><div id="a33984" style="position:absolute;font-weight:normal;left:4.693px;top:113.5px;">million Cenovus Energy common shares was $</div><div id="a33984_42_4" style="position:absolute;font-weight:normal;left:268.568px;top:113.5px;">1.96 </div><div id="a33984_46_30" style="position:absolute;font-weight:normal;left:293.048px;top:113.5px;"><div style="display:inline-block;width:3.52px"> </div>billion based on a price of $</div><div id="a33984_76_4" style="position:absolute;font-weight:normal;left:452.915px;top:113.5px;">9.41 </div><div id="a33984_80_26" style="position:absolute;font-weight:normal;left:477.395px;top:113.5px;"><div style="display:inline-block;width:3.36px"> </div>per share on the NYSE on </div><div id="a33994" style="position:absolute;font-weight:normal;left:4.693px;top:129.6px;">the closing date.<div style="display:inline-block;width:10.03px"> </div></div><div id="a33997" style="position:absolute;font-weight:normal;left:4.693px;top:145.6px;"> </div><div id="a33998" style="position:absolute;font-weight:normal;left:4.693px;top:161.8px;">Our investment on our consolidated balance sheet<div style="display:inline-block;width:2.15px"> </div>as of December 31, 2019, is carried<div style="display:inline-block;width:2.13px"> </div>at fair value of $</div><div id="a33998_103_5" style="position:absolute;font-weight:normal;left:582.555px;top:161.8px;">2.11 </div><div id="a34005" style="position:absolute;font-weight:normal;left:4.693px;top:177.8px;">billion, reflecting the closing price of Cenovus<div style="display:inline-block;width:2.11px"> </div>Energy shares on the NYSE of $</div><div id="a34005_79_5" style="position:absolute;font-weight:normal;left:452.115px;top:177.8px;">10.15 </div><div id="a34005_84_27" style="position:absolute;font-weight:normal;left:483.635px;top:177.8px;"><div style="display:inline-block;width:3.36px"> </div>per share, an increase of </div><div id="a34009" style="position:absolute;font-weight:normal;left:4.693px;top:193.9px;">$</div><div id="a34009_1_3" style="position:absolute;font-weight:normal;left:11.733px;top:193.9px;">649 </div><div id="a34009_4_15" style="position:absolute;font-weight:normal;left:32.853px;top:193.9px;"><div style="display:inline-block;width:3.52px"> </div>million from $</div><div id="a34009_19_4" style="position:absolute;font-weight:normal;left:117.974px;top:193.9px;">1.46 </div><div id="a34009_23_89" style="position:absolute;font-weight:normal;left:142.454px;top:193.9px;"><div style="display:inline-block;width:3.52px"> </div>billion at December 31, 2018.<div style="display:inline-block;width:5.95px"> </div>The increase in fair value represents the<div style="display:inline-block;width:2.17px"> </div>net unrealized </div><div id="a34014" style="position:absolute;font-weight:normal;left:4.693px;top:210.1px;">gain recorded within the “Other income” line of<div style="display:inline-block;width:2.17px"> </div>our consolidated income statement for<div style="display:inline-block;width:2.09px"> </div>the year ended </div><div id="a34015" style="position:absolute;font-weight:normal;left:4.693px;top:226.1px;">December 31, 2019 relating to the shares held<div style="display:inline-block;width:2.16px"> </div>at the reporting date.<div style="display:inline-block;width:6.4px"> </div>See Note 15—Fair Value Measurement </div><div id="a34023" style="position:absolute;font-weight:normal;left:4.693px;top:242.3px;">and Note 22—Other Financial Information, for<div style="display:inline-block;width:2.14px"> </div>additional information.<div style="display:inline-block;width:6.34px"> </div>Subject to market conditions, we </div><div id="a34029" style="position:absolute;font-weight:normal;left:4.693px;top:258.3px;">intend to decrease our investment over time<div style="display:inline-block;width:2.16px"> </div>through market transactions, private agreements<div style="display:inline-block;width:2.02px"> </div>or otherwise.</div></div> 0.50 208000000 0.169 1960000000 9.41 2110000000 10.15 649000000 1460000000 <div id="TextBlockContainer738" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:635px;height:205px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="div_736_XBRL_CS_9864fcf785f042af8b74395d86d0b341" style="position:absolute;left:0px;top:0px;float:left;"><div id="TextBlockContainer737" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:635px;height:205px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a34037" style="position:absolute;font-weight:bold;left:4.693px;top:0px;">Note 8—Suspended Wells and Other Exploration Expenses </div><div id="a34051" style="position:absolute;font-weight:normal;left:4.693px;top:29.9px;">The following table reflects the net changes in suspended<div style="display:inline-block;width:1.69px"> </div>exploratory well costs during 2019, 2018 and 2017:</div><div id="a34063" style="position:absolute;font-weight:normal;left:460.595px;top:58.1px;">Millions of Dollars</div><div id="a34067" style="position:absolute;font-weight:bold;left:447.795px;top:74.9px;">2019</div><div id="a34070" style="position:absolute;font-weight:normal;left:524.915px;top:74.9px;">2018</div><div id="a34073" style="position:absolute;font-weight:normal;left:601.915px;top:74.9px;">2017</div><div id="a34083" style="position:absolute;font-weight:normal;left:4.693px;top:106.9px;">Beginning balance at January 1</div><div id="a34085" style="position:absolute;font-weight:bold;left:398.835px;top:106.9px;">$</div><div id="a34087" style="position:absolute;font-weight:bold;left:450.835px;top:106.9px;">856 </div><div id="a34090" style="position:absolute;font-weight:normal;left:527.995px;top:106.9px;">853 </div><div id="a34093" style="position:absolute;font-weight:normal;left:594.395px;top:106.9px;">1,063 </div><div id="a34096" style="position:absolute;font-weight:normal;left:4.693px;top:123.1px;">Additions pending the determination of proved reserves</div><div id="a34100" style="position:absolute;font-weight:bold;left:450.835px;top:123.1px;">239 </div><div id="a34103" style="position:absolute;font-weight:normal;left:527.995px;top:123.1px;">140 </div><div id="a34106" style="position:absolute;font-weight:normal;left:604.955px;top:123.1px;">118 </div><div id="a34109" style="position:absolute;font-weight:normal;left:4.693px;top:139.1px;">Reclassifications to proved properties</div><div id="a34112" style="position:absolute;font-weight:bold;left:452.435px;top:139.1px;">(11) </div><div id="a34115" style="position:absolute;font-weight:normal;left:529.595px;top:139.1px;">(37) </div><div id="a34118" style="position:absolute;font-weight:normal;left:606.555px;top:139.1px;">(66) </div><div id="a34121" style="position:absolute;font-weight:normal;left:4.693px;top:155.2px;">Sales of suspended wells</div><div id="a34124" style="position:absolute;font-weight:bold;left:452.435px;top:155.2px;">(54) </div><div id="a34127" style="position:absolute;font-weight:normal;left:529.595px;top:155.2px;">(93) </div><div id="a34130" style="position:absolute;font-weight:normal;left:621.275px;top:155.2px;">- </div><div id="a34133" style="position:absolute;font-weight:normal;left:4.693px;top:171.4px;">Charged to dry hole expense </div><div id="a34136" style="position:absolute;font-weight:bold;left:452.435px;top:171.4px;">(10) </div><div id="a34139" style="position:absolute;font-weight:normal;left:536.635px;top:171.4px;">(7) </div><div id="a34142" style="position:absolute;font-weight:normal;left:599.515px;top:171.4px;">(262) </div><div id="a34145" style="position:absolute;font-weight:normal;left:4.693px;top:188px;">Ending balance at December 31<div style="display:inline-block;width:30.57px"> </div></div><div id="a34147" style="position:absolute;font-weight:bold;left:398.835px;top:188px;">$</div><div id="a34149" style="position:absolute;font-weight:bold;left:440.275px;top:188px;">1,020 </div><div id="a34151" style="position:absolute;font-size:10.72px;font-weight:bold;left:475.795px;top:188.1px;">* </div><div id="a34153" style="position:absolute;font-weight:normal;left:527.995px;top:188px;">856 </div><div id="a34156" style="position:absolute;font-weight:normal;left:604.955px;top:188px;">853 </div></div></div></div><div id="TextBlockContainer742" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:632px;height:170px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="div_740_XBRL_CS_1b97364e9b124af88f63c69eff2ec611" style="position:absolute;left:0px;top:0px;float:left;"><div id="TextBlockContainer741" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:632px;height:170px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a34165" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">The following table provides an aging of suspended<div style="display:inline-block;width:1.83px"> </div>well balances at December 31:</div><div id="a34177" style="position:absolute;font-weight:normal;left:460.595px;top:30.1px;">Millions of Dollars</div><div id="a34181" style="position:absolute;font-weight:bold;left:447.795px;top:48.6px;">2019</div><div id="a34184" style="position:absolute;font-weight:normal;left:524.915px;top:48.6px;">2018</div><div id="a34187" style="position:absolute;font-weight:normal;left:601.915px;top:48.6px;">2017</div><div id="a34196" style="position:absolute;font-weight:normal;left:4.693px;top:85.1px;">Exploratory well costs capitalized for a period<div style="display:inline-block;width:2.18px"> </div>of one year or less</div><div id="a34198" style="position:absolute;font-weight:bold;left:398.835px;top:85.1px;">$</div><div id="a34200" style="position:absolute;font-weight:bold;left:450.835px;top:85.1px;">206 </div><div id="a34203" style="position:absolute;font-weight:normal;left:527.995px;top:85.1px;">145 </div><div id="a34206" style="position:absolute;font-weight:normal;left:611.835px;top:85.1px;">67 </div><div id="a34208" style="position:absolute;font-weight:normal;left:4.693px;top:101.1px;">Exploratory well costs capitalized for a period<div style="display:inline-block;width:2.18px"> </div>greater than one year</div><div id="a34211" style="position:absolute;font-weight:bold;left:450.835px;top:101.1px;">814 </div><div id="a34214" style="position:absolute;font-weight:normal;left:527.995px;top:101.1px;">711 </div><div id="a34217" style="position:absolute;font-weight:normal;left:604.955px;top:101.1px;">786 </div><div id="a34219" style="position:absolute;font-weight:normal;left:4.693px;top:117.9px;">Ending balance</div><div id="a34221" style="position:absolute;font-weight:bold;left:398.835px;top:117.9px;">$</div><div id="a34223" style="position:absolute;font-weight:bold;left:440.275px;top:117.9px;">1,020 </div><div id="a34225" style="position:absolute;font-size:10.72px;font-weight:bold;left:475.795px;top:117.9px;">* </div><div id="a34227" style="position:absolute;font-weight:normal;left:527.995px;top:117.9px;">856 </div><div id="a34230" style="position:absolute;font-weight:normal;left:604.955px;top:117.9px;">853 </div><div id="a34232" style="position:absolute;font-weight:normal;left:4.693px;top:137.1px;">Number of projects with exploratory well costs<div style="display:inline-block;width:2.11px"> </div>capitalized for a</div><div id="a34242" style="position:absolute;font-weight:normal;left:14.773px;top:153.1px;">period greater than one year</div><div id="a34245" style="position:absolute;font-weight:bold;left:457.715px;top:153.1px;">23 </div><div id="a34248" style="position:absolute;font-weight:normal;left:534.875px;top:153.1px;">24 </div><div id="a34251" style="position:absolute;font-weight:normal;left:611.835px;top:153.1px;">23 </div></div></div></div><div id="TextBlockContainer745" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:639px;height:347px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a34259" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">The following table provides a further aging of<div style="display:inline-block;width:2.18px"> </div>those exploratory well costs that have<div style="display:inline-block;width:2.09px"> </div>been capitalized for more</div><div id="a34262" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">than one year since the completion of drilling<div style="display:inline-block;width:1.98px"> </div>as of December 31, 2019:</div><div id="a34276" style="position:absolute;font-weight:normal;left:419.955px;top:46.1px;">Millions of Dollars</div><div id="a34282" style="position:absolute;font-weight:normal;left:471.155px;top:62.7px;">Suspended Since</div><div id="a34286" style="position:absolute;font-weight:normal;left:366.195px;top:79.5px;">Total</div><div id="a34289" style="position:absolute;font-weight:normal;left:410.835px;top:79.5px;">2016–2018</div><div id="a34294" style="position:absolute;font-weight:normal;left:488.755px;top:79.5px;">2013–2015</div><div id="a34299" style="position:absolute;font-weight:normal;left:566.875px;top:79.5px;">2004–2012</div><div id="a34321" style="position:absolute;font-weight:normal;left:4.693px;top:127px;">Greater Poseidon—Australia</div><div id="a34324" style="position:absolute;font-size:9.28px;font-weight:normal;left:166.768px;top:126.8px;">(2)(3)</div><div id="a34327" style="position:absolute;font-weight:normal;left:370.835px;top:127px;">177 </div><div id="a34330" style="position:absolute;font-weight:normal;left:465.235px;top:127px;">- </div><div id="a34333" style="position:absolute;font-weight:normal;left:526.835px;top:127px;">157 </div><div id="a34336" style="position:absolute;font-weight:normal;left:611.835px;top:127px;">20 </div><div id="a34338" style="position:absolute;font-weight:normal;left:4.693px;top:143px;">NPRA—Alaska</div><div id="a34341" style="position:absolute;font-size:9.28px;font-weight:normal;left:95.088px;top:142.8px;">(1)</div><div id="a34344" style="position:absolute;font-weight:normal;left:370.835px;top:143px;">149 </div><div id="a34347" style="position:absolute;font-weight:normal;left:448.915px;top:143px;">111 </div><div id="a34350" style="position:absolute;font-weight:normal;left:533.755px;top:143px;">38 </div><div id="a34353" style="position:absolute;font-weight:normal;left:621.275px;top:143px;">- </div><div id="a34355" style="position:absolute;font-weight:normal;left:4.693px;top:159.2px;">Barossa/Caldita—Australia</div><div id="a34358" style="position:absolute;font-size:9.28px;font-weight:normal;left:158.768px;top:158.9px;">(2)(3)</div><div id="a34361" style="position:absolute;font-weight:normal;left:370.835px;top:159.2px;">136 </div><div id="a34364" style="position:absolute;font-weight:normal;left:455.795px;top:159.2px;">59 </div><div id="a34367" style="position:absolute;font-weight:normal;left:543.195px;top:159.2px;">- </div><div id="a34370" style="position:absolute;font-weight:normal;left:611.835px;top:159.2px;">77 </div><div id="a34372" style="position:absolute;font-weight:normal;left:4.693px;top:175.2px;">Surmont—Canada</div><div id="a34375" style="position:absolute;font-size:9.28px;font-weight:normal;left:109.008px;top:174.9px;">(1)</div><div id="a34378" style="position:absolute;font-weight:normal;left:370.835px;top:175.2px;">118 </div><div id="a34381" style="position:absolute;font-weight:normal;left:462.835px;top:175.2px;">6 </div><div id="a34384" style="position:absolute;font-weight:normal;left:533.755px;top:175.2px;">55 </div><div id="a34387" style="position:absolute;font-weight:normal;left:611.835px;top:175.2px;">57 </div><div id="a34389" style="position:absolute;font-weight:normal;left:4.693px;top:191.4px;">Middle Magdalena Basin—Colombia</div><div id="a34392" style="position:absolute;font-size:9.28px;font-weight:normal;left:215.608px;top:191.1px;">(1)</div><div id="a34395" style="position:absolute;font-weight:normal;left:377.715px;top:191.4px;">68 </div><div id="a34398" style="position:absolute;font-weight:normal;left:465.235px;top:191.4px;">- </div><div id="a34401" style="position:absolute;font-weight:normal;left:533.755px;top:191.4px;">68 </div><div id="a34404" style="position:absolute;font-weight:normal;left:621.275px;top:191.4px;">- </div><div id="a34406" style="position:absolute;font-weight:normal;left:4.693px;top:207.5px;">Narwhal Trend—Alaska</div><div id="a34409" style="position:absolute;font-size:9.28px;font-weight:normal;left:142.928px;top:207.3px;">(1)</div><div id="a34412" style="position:absolute;font-weight:normal;left:377.715px;top:207.5px;">52 </div><div id="a34415" style="position:absolute;font-weight:normal;left:455.795px;top:207.5px;">52 </div><div id="a34418" style="position:absolute;font-weight:normal;left:543.195px;top:207.5px;">- </div><div id="a34421" style="position:absolute;font-weight:normal;left:621.275px;top:207.5px;">- </div><div id="a34423" style="position:absolute;font-weight:normal;left:4.693px;top:223.5px;">Kamunsu East—Malaysia</div><div id="a34426" style="position:absolute;font-size:9.28px;font-weight:normal;left:151.408px;top:223.3px;">(2)</div><div id="a34429" style="position:absolute;font-weight:normal;left:377.715px;top:223.5px;">19 </div><div id="a34432" style="position:absolute;font-weight:normal;left:465.235px;top:223.5px;">- </div><div id="a34435" style="position:absolute;font-weight:normal;left:533.755px;top:223.5px;">19 </div><div id="a34438" style="position:absolute;font-weight:normal;left:621.275px;top:223.5px;">- </div><div id="a34440" style="position:absolute;font-weight:normal;left:4.693px;top:239.7px;">NC 98—Libya</div><div id="a34443" style="position:absolute;font-size:9.28px;font-weight:normal;left:88.528px;top:239.5px;">(2)</div><div id="a34446" style="position:absolute;font-weight:normal;left:377.715px;top:239.7px;">15 </div><div id="a34449" style="position:absolute;font-weight:normal;left:465.235px;top:239.7px;">- </div><div id="a34452" style="position:absolute;font-weight:normal;left:533.755px;top:239.7px;">11 </div><div id="a34455" style="position:absolute;font-size:13.28px;font-weight:normal;left:619.195px;top:240.3px;">4 </div><div id="a34457" style="position:absolute;font-weight:normal;left:4.693px;top:255.9px;">WL4-00—Malaysia</div><div id="a34462" style="position:absolute;font-size:9.28px;font-weight:normal;left:117.648px;top:255.6px;">(2)</div><div id="a34465" style="position:absolute;font-weight:normal;left:377.715px;top:255.9px;">17 </div><div id="a34468" style="position:absolute;font-size:13.28px;font-weight:normal;left:456.595px;top:256.3px;">17 </div><div id="a34471" style="position:absolute;font-size:13.28px;font-weight:normal;left:543.355px;top:256.3px;">- </div><div id="a34474" style="position:absolute;font-size:13.28px;font-weight:normal;left:621.435px;top:256.3px;">- </div><div id="a34476" style="position:absolute;font-weight:normal;left:4.693px;top:271.9px;">Other of $10 million or less each</div><div id="a34477" style="position:absolute;font-size:9.28px;font-weight:normal;left:189.208px;top:271.6px;">(1)(2)</div><div id="a34480" style="position:absolute;font-weight:normal;left:377.715px;top:271.9px;">63 </div><div id="a34483" style="position:absolute;font-weight:normal;left:455.795px;top:271.9px;">20 </div><div id="a34486" style="position:absolute;font-weight:normal;left:533.755px;top:271.9px;">26 </div><div id="a34489" style="position:absolute;font-weight:normal;left:611.835px;top:271.9px;">17 </div><div id="a34491" style="position:absolute;font-weight:normal;left:4.693px;top:288.7px;">Total</div><div id="a34493" style="position:absolute;font-weight:normal;left:317.688px;top:288.7px;">$</div><div id="a34495" style="position:absolute;font-weight:normal;left:370.835px;top:288.7px;">814 </div><div id="a34498" style="position:absolute;font-weight:normal;left:448.915px;top:288.7px;">265 </div><div id="a34501" style="position:absolute;font-weight:normal;left:526.835px;top:288.7px;">374 </div><div id="a34504" style="position:absolute;font-weight:normal;left:604.955px;top:288.7px;">175 </div><div id="a34506" style="position:absolute;font-size:10.72px;font-weight:normal;font-style:italic;left:4.693px;top:307.7px;">(1)Additional appraisal wells planned. </div><div id="a34508" style="position:absolute;font-size:10.72px;font-weight:normal;font-style:italic;left:4.693px;top:320.1px;">(2)Appraisal drilling complete; costs being incurred to assess development. </div><div id="a34511" style="position:absolute;font-size:10.72px;font-weight:normal;font-style:italic;left:4.693px;top:334.1px;">(3)Assets held for sale as of December 31, 2019. </div></div><div id="TextBlockContainer748" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:641px;height:178px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a34516" style="position:absolute;font-weight:bold;left:4.693px;top:0px;">Other Exploration Expenses </div><div id="a34518" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">In February 2017, we reached a settlement<div style="display:inline-block;width:2.1px"> </div>agreement on our contract for the Athena drilling<div style="display:inline-block;width:1.87px"> </div>rig, initially </div><div id="a34551" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;">secured for our four-well commitment program<div style="display:inline-block;width:2.12px"> </div>in Angola.<div style="display:inline-block;width:6.8px"> </div>As a result of the cancellation, we recognized<div style="display:inline-block;width:2.17px"> </div>a </div><div id="a34588" style="position:absolute;font-weight:normal;left:4.693px;top:48.2px;">before-tax charge of $</div><div id="a34588_22_2" style="position:absolute;font-weight:normal;left:128.848px;top:48.2px;">43 </div><div id="a34588_24_78" style="position:absolute;font-weight:normal;left:142.768px;top:48.2px;"><div style="display:inline-block;width:3.52px"> </div>million net in the first quarter of 2017.<div style="display:inline-block;width:5.84px"> </div>These charges are included in the </div><div id="a34619" style="position:absolute;font-weight:normal;left:4.693px;top:64.3px;">“Exploration expenses” line on our consolidated income<div style="display:inline-block;width:1.87px"> </div>statement and in our Other International segment<div style="display:inline-block;width:2.04px"> </div>in </div><div id="a34620" style="position:absolute;font-weight:normal;left:4.693px;top:80.5px;">2017. </div><div id="a34622" style="position:absolute;font-weight:normal;left:4.693px;top:96.5px;"> </div><div id="a34623" style="position:absolute;font-weight:normal;left:4.693px;top:112.7px;">In 2019, we recorded before-tax dry hole expenses<div style="display:inline-block;width:1.96px"> </div>of $</div><div id="a34623_54_3" style="position:absolute;font-weight:normal;left:314.328px;top:112.7px;">111 </div><div id="a34623_57_44" style="position:absolute;font-weight:normal;left:335.288px;top:112.7px;"><div style="display:inline-block;width:3.52px"> </div>million due to our decision to discontinue </div><div id="a34629" style="position:absolute;font-weight:normal;left:4.693px;top:128.8px;">exploration activities in the Central Louisiana Austin<div style="display:inline-block;width:1.94px"> </div>Chalk trend.<div style="display:inline-block;width:6.72px"> </div>These charges are included in our Lower 48 </div><div id="a34631" style="position:absolute;font-weight:normal;left:4.693px;top:144.8px;">segment and in the “Exploration expenses” line<div style="display:inline-block;width:2.16px"> </div>on our consolidated income statement.<div style="display:inline-block;width:5.77px"> </div>See Note 9—</div><div id="a34634" style="position:absolute;font-weight:normal;left:4.693px;top:161px;">Impairments for additional information on our<div style="display:inline-block;width:2.07px"> </div>decision to discontinue these exploration activities. </div></div> <div id="TextBlockContainer737" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:635px;height:205px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a34037" style="position:absolute;font-weight:bold;left:4.693px;top:0px;">Note 8—Suspended Wells and Other Exploration Expenses </div><div id="a34051" style="position:absolute;font-weight:normal;left:4.693px;top:29.9px;">The following table reflects the net changes in suspended<div style="display:inline-block;width:1.69px"> </div>exploratory well costs during 2019, 2018 and 2017:</div><div id="a34063" style="position:absolute;font-weight:normal;left:460.595px;top:58.1px;">Millions of Dollars</div><div id="a34067" style="position:absolute;font-weight:bold;left:447.795px;top:74.9px;">2019</div><div id="a34070" style="position:absolute;font-weight:normal;left:524.915px;top:74.9px;">2018</div><div id="a34073" style="position:absolute;font-weight:normal;left:601.915px;top:74.9px;">2017</div><div id="a34083" style="position:absolute;font-weight:normal;left:4.693px;top:106.9px;">Beginning balance at January 1</div><div id="a34085" style="position:absolute;font-weight:bold;left:398.835px;top:106.9px;">$</div><div id="a34087" style="position:absolute;font-weight:bold;left:450.835px;top:106.9px;">856 </div><div id="a34090" style="position:absolute;font-weight:normal;left:527.995px;top:106.9px;">853 </div><div id="a34093" style="position:absolute;font-weight:normal;left:594.395px;top:106.9px;">1,063 </div><div id="a34096" style="position:absolute;font-weight:normal;left:4.693px;top:123.1px;">Additions pending the determination of proved reserves</div><div id="a34100" style="position:absolute;font-weight:bold;left:450.835px;top:123.1px;">239 </div><div id="a34103" style="position:absolute;font-weight:normal;left:527.995px;top:123.1px;">140 </div><div id="a34106" style="position:absolute;font-weight:normal;left:604.955px;top:123.1px;">118 </div><div id="a34109" style="position:absolute;font-weight:normal;left:4.693px;top:139.1px;">Reclassifications to proved properties</div><div id="a34112" style="position:absolute;font-weight:bold;left:452.435px;top:139.1px;">(11) </div><div id="a34115" style="position:absolute;font-weight:normal;left:529.595px;top:139.1px;">(37) </div><div id="a34118" style="position:absolute;font-weight:normal;left:606.555px;top:139.1px;">(66) </div><div id="a34121" style="position:absolute;font-weight:normal;left:4.693px;top:155.2px;">Sales of suspended wells</div><div id="a34124" style="position:absolute;font-weight:bold;left:452.435px;top:155.2px;">(54) </div><div id="a34127" style="position:absolute;font-weight:normal;left:529.595px;top:155.2px;">(93) </div><div id="a34130" style="position:absolute;font-weight:normal;left:621.275px;top:155.2px;">- </div><div id="a34133" style="position:absolute;font-weight:normal;left:4.693px;top:171.4px;">Charged to dry hole expense </div><div id="a34136" style="position:absolute;font-weight:bold;left:452.435px;top:171.4px;">(10) </div><div id="a34139" style="position:absolute;font-weight:normal;left:536.635px;top:171.4px;">(7) </div><div id="a34142" style="position:absolute;font-weight:normal;left:599.515px;top:171.4px;">(262) </div><div id="a34145" style="position:absolute;font-weight:normal;left:4.693px;top:188px;">Ending balance at December 31<div style="display:inline-block;width:30.57px"> </div></div><div id="a34147" style="position:absolute;font-weight:bold;left:398.835px;top:188px;">$</div><div id="a34149" style="position:absolute;font-weight:bold;left:440.275px;top:188px;">1,020 </div><div id="a34151" style="position:absolute;font-size:10.72px;font-weight:bold;left:475.795px;top:188.1px;">* </div><div id="a34153" style="position:absolute;font-weight:normal;left:527.995px;top:188px;">856 </div><div id="a34156" style="position:absolute;font-weight:normal;left:604.955px;top:188px;">853 </div></div> 856000000 853000000 1063000000 239000000 140000000 118000000 11000000 37000000 66000000 54000000 93000000 0 10000000 7000000 262000000 1020000000 856000000 853000000 313000000 <div id="TextBlockContainer741" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:632px;height:170px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a34165" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">The following table provides an aging of suspended<div style="display:inline-block;width:1.83px"> </div>well balances at December 31:</div><div id="a34177" style="position:absolute;font-weight:normal;left:460.595px;top:30.1px;">Millions of Dollars</div><div id="a34181" style="position:absolute;font-weight:bold;left:447.795px;top:48.6px;">2019</div><div id="a34184" style="position:absolute;font-weight:normal;left:524.915px;top:48.6px;">2018</div><div id="a34187" style="position:absolute;font-weight:normal;left:601.915px;top:48.6px;">2017</div><div id="a34196" style="position:absolute;font-weight:normal;left:4.693px;top:85.1px;">Exploratory well costs capitalized for a period<div style="display:inline-block;width:2.18px"> </div>of one year or less</div><div id="a34198" style="position:absolute;font-weight:bold;left:398.835px;top:85.1px;">$</div><div id="a34200" style="position:absolute;font-weight:bold;left:450.835px;top:85.1px;">206 </div><div id="a34203" style="position:absolute;font-weight:normal;left:527.995px;top:85.1px;">145 </div><div id="a34206" style="position:absolute;font-weight:normal;left:611.835px;top:85.1px;">67 </div><div id="a34208" style="position:absolute;font-weight:normal;left:4.693px;top:101.1px;">Exploratory well costs capitalized for a period<div style="display:inline-block;width:2.18px"> </div>greater than one year</div><div id="a34211" style="position:absolute;font-weight:bold;left:450.835px;top:101.1px;">814 </div><div id="a34214" style="position:absolute;font-weight:normal;left:527.995px;top:101.1px;">711 </div><div id="a34217" style="position:absolute;font-weight:normal;left:604.955px;top:101.1px;">786 </div><div id="a34219" style="position:absolute;font-weight:normal;left:4.693px;top:117.9px;">Ending balance</div><div id="a34221" style="position:absolute;font-weight:bold;left:398.835px;top:117.9px;">$</div><div id="a34223" style="position:absolute;font-weight:bold;left:440.275px;top:117.9px;">1,020 </div><div id="a34225" style="position:absolute;font-size:10.72px;font-weight:bold;left:475.795px;top:117.9px;">* </div><div id="a34227" style="position:absolute;font-weight:normal;left:527.995px;top:117.9px;">856 </div><div id="a34230" style="position:absolute;font-weight:normal;left:604.955px;top:117.9px;">853 </div><div id="a34232" style="position:absolute;font-weight:normal;left:4.693px;top:137.1px;">Number of projects with exploratory well costs<div style="display:inline-block;width:2.11px"> </div>capitalized for a</div><div id="a34242" style="position:absolute;font-weight:normal;left:14.773px;top:153.1px;">period greater than one year</div><div id="a34245" style="position:absolute;font-weight:bold;left:457.715px;top:153.1px;">23 </div><div id="a34248" style="position:absolute;font-weight:normal;left:534.875px;top:153.1px;">24 </div><div id="a34251" style="position:absolute;font-weight:normal;left:611.835px;top:153.1px;">23 </div></div> 206000000 145000000 67000000 814000000 711000000 786000000 1020000000 856000000 853000000 23 24 23 <div id="TextBlockContainer746" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:639px;height:347px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="div_744_XBRL_CS_b3dd68d0639047238ae6c3036a54b2ec" style="position:absolute;left:0px;top:0px;float:left;"><div id="TextBlockContainer745" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:639px;height:347px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a34259" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">The following table provides a further aging of<div style="display:inline-block;width:2.18px"> </div>those exploratory well costs that have<div style="display:inline-block;width:2.09px"> </div>been capitalized for more</div><div id="a34262" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">than one year since the completion of drilling<div style="display:inline-block;width:1.98px"> </div>as of December 31, 2019:</div><div id="a34276" style="position:absolute;font-weight:normal;left:419.955px;top:46.1px;">Millions of Dollars</div><div id="a34282" style="position:absolute;font-weight:normal;left:471.155px;top:62.7px;">Suspended Since</div><div id="a34286" style="position:absolute;font-weight:normal;left:366.195px;top:79.5px;">Total</div><div id="a34289" style="position:absolute;font-weight:normal;left:410.835px;top:79.5px;">2016–2018</div><div id="a34294" style="position:absolute;font-weight:normal;left:488.755px;top:79.5px;">2013–2015</div><div id="a34299" style="position:absolute;font-weight:normal;left:566.875px;top:79.5px;">2004–2012</div><div id="a34321" style="position:absolute;font-weight:normal;left:4.693px;top:127px;">Greater Poseidon—Australia</div><div id="a34324" style="position:absolute;font-size:9.28px;font-weight:normal;left:166.768px;top:126.8px;">(2)(3)</div><div id="a34327" style="position:absolute;font-weight:normal;left:370.835px;top:127px;">177 </div><div id="a34330" style="position:absolute;font-weight:normal;left:465.235px;top:127px;">- </div><div id="a34333" style="position:absolute;font-weight:normal;left:526.835px;top:127px;">157 </div><div id="a34336" style="position:absolute;font-weight:normal;left:611.835px;top:127px;">20 </div><div id="a34338" style="position:absolute;font-weight:normal;left:4.693px;top:143px;">NPRA—Alaska</div><div id="a34341" style="position:absolute;font-size:9.28px;font-weight:normal;left:95.088px;top:142.8px;">(1)</div><div id="a34344" style="position:absolute;font-weight:normal;left:370.835px;top:143px;">149 </div><div id="a34347" style="position:absolute;font-weight:normal;left:448.915px;top:143px;">111 </div><div id="a34350" style="position:absolute;font-weight:normal;left:533.755px;top:143px;">38 </div><div id="a34353" style="position:absolute;font-weight:normal;left:621.275px;top:143px;">- </div><div id="a34355" style="position:absolute;font-weight:normal;left:4.693px;top:159.2px;">Barossa/Caldita—Australia</div><div id="a34358" style="position:absolute;font-size:9.28px;font-weight:normal;left:158.768px;top:158.9px;">(2)(3)</div><div id="a34361" style="position:absolute;font-weight:normal;left:370.835px;top:159.2px;">136 </div><div id="a34364" style="position:absolute;font-weight:normal;left:455.795px;top:159.2px;">59 </div><div id="a34367" style="position:absolute;font-weight:normal;left:543.195px;top:159.2px;">- </div><div id="a34370" style="position:absolute;font-weight:normal;left:611.835px;top:159.2px;">77 </div><div id="a34372" style="position:absolute;font-weight:normal;left:4.693px;top:175.2px;">Surmont—Canada</div><div id="a34375" style="position:absolute;font-size:9.28px;font-weight:normal;left:109.008px;top:174.9px;">(1)</div><div id="a34378" style="position:absolute;font-weight:normal;left:370.835px;top:175.2px;">118 </div><div id="a34381" style="position:absolute;font-weight:normal;left:462.835px;top:175.2px;">6 </div><div id="a34384" style="position:absolute;font-weight:normal;left:533.755px;top:175.2px;">55 </div><div id="a34387" style="position:absolute;font-weight:normal;left:611.835px;top:175.2px;">57 </div><div id="a34389" style="position:absolute;font-weight:normal;left:4.693px;top:191.4px;">Middle Magdalena Basin—Colombia</div><div id="a34392" style="position:absolute;font-size:9.28px;font-weight:normal;left:215.608px;top:191.1px;">(1)</div><div id="a34395" style="position:absolute;font-weight:normal;left:377.715px;top:191.4px;">68 </div><div id="a34398" style="position:absolute;font-weight:normal;left:465.235px;top:191.4px;">- </div><div id="a34401" style="position:absolute;font-weight:normal;left:533.755px;top:191.4px;">68 </div><div id="a34404" style="position:absolute;font-weight:normal;left:621.275px;top:191.4px;">- </div><div id="a34406" style="position:absolute;font-weight:normal;left:4.693px;top:207.5px;">Narwhal Trend—Alaska</div><div id="a34409" style="position:absolute;font-size:9.28px;font-weight:normal;left:142.928px;top:207.3px;">(1)</div><div id="a34412" style="position:absolute;font-weight:normal;left:377.715px;top:207.5px;">52 </div><div id="a34415" style="position:absolute;font-weight:normal;left:455.795px;top:207.5px;">52 </div><div id="a34418" style="position:absolute;font-weight:normal;left:543.195px;top:207.5px;">- </div><div id="a34421" style="position:absolute;font-weight:normal;left:621.275px;top:207.5px;">- </div><div id="a34423" style="position:absolute;font-weight:normal;left:4.693px;top:223.5px;">Kamunsu East—Malaysia</div><div id="a34426" style="position:absolute;font-size:9.28px;font-weight:normal;left:151.408px;top:223.3px;">(2)</div><div id="a34429" style="position:absolute;font-weight:normal;left:377.715px;top:223.5px;">19 </div><div id="a34432" style="position:absolute;font-weight:normal;left:465.235px;top:223.5px;">- </div><div id="a34435" style="position:absolute;font-weight:normal;left:533.755px;top:223.5px;">19 </div><div id="a34438" style="position:absolute;font-weight:normal;left:621.275px;top:223.5px;">- </div><div id="a34440" style="position:absolute;font-weight:normal;left:4.693px;top:239.7px;">NC 98—Libya</div><div id="a34443" style="position:absolute;font-size:9.28px;font-weight:normal;left:88.528px;top:239.5px;">(2)</div><div id="a34446" style="position:absolute;font-weight:normal;left:377.715px;top:239.7px;">15 </div><div id="a34449" style="position:absolute;font-weight:normal;left:465.235px;top:239.7px;">- </div><div id="a34452" style="position:absolute;font-weight:normal;left:533.755px;top:239.7px;">11 </div><div id="a34455" style="position:absolute;font-size:13.28px;font-weight:normal;left:619.195px;top:240.3px;">4 </div><div id="a34457" style="position:absolute;font-weight:normal;left:4.693px;top:255.9px;">WL4-00—Malaysia</div><div id="a34462" style="position:absolute;font-size:9.28px;font-weight:normal;left:117.648px;top:255.6px;">(2)</div><div id="a34465" style="position:absolute;font-weight:normal;left:377.715px;top:255.9px;">17 </div><div id="a34468" style="position:absolute;font-size:13.28px;font-weight:normal;left:456.595px;top:256.3px;">17 </div><div id="a34471" style="position:absolute;font-size:13.28px;font-weight:normal;left:543.355px;top:256.3px;">- </div><div id="a34474" style="position:absolute;font-size:13.28px;font-weight:normal;left:621.435px;top:256.3px;">- </div><div id="a34476" style="position:absolute;font-weight:normal;left:4.693px;top:271.9px;">Other of $10 million or less each</div><div id="a34477" style="position:absolute;font-size:9.28px;font-weight:normal;left:189.208px;top:271.6px;">(1)(2)</div><div id="a34480" style="position:absolute;font-weight:normal;left:377.715px;top:271.9px;">63 </div><div id="a34483" style="position:absolute;font-weight:normal;left:455.795px;top:271.9px;">20 </div><div id="a34486" style="position:absolute;font-weight:normal;left:533.755px;top:271.9px;">26 </div><div id="a34489" style="position:absolute;font-weight:normal;left:611.835px;top:271.9px;">17 </div><div id="a34491" style="position:absolute;font-weight:normal;left:4.693px;top:288.7px;">Total</div><div id="a34493" style="position:absolute;font-weight:normal;left:317.688px;top:288.7px;">$</div><div id="a34495" style="position:absolute;font-weight:normal;left:370.835px;top:288.7px;">814 </div><div id="a34498" style="position:absolute;font-weight:normal;left:448.915px;top:288.7px;">265 </div><div id="a34501" style="position:absolute;font-weight:normal;left:526.835px;top:288.7px;">374 </div><div id="a34504" style="position:absolute;font-weight:normal;left:604.955px;top:288.7px;">175 </div><div id="a34506" style="position:absolute;font-size:10.72px;font-weight:normal;font-style:italic;left:4.693px;top:307.7px;">(1)Additional appraisal wells planned. </div><div id="a34508" style="position:absolute;font-size:10.72px;font-weight:normal;font-style:italic;left:4.693px;top:320.1px;">(2)Appraisal drilling complete; costs being incurred to assess development. </div><div id="a34511" style="position:absolute;font-size:10.72px;font-weight:normal;font-style:italic;left:4.693px;top:334.1px;">(3)Assets held for sale as of December 31, 2019. </div></div></div></div> 177000000 0 157000000 20000000 149000000 111000000 38000000 0 136000000 59000000 0 77000000 118000000 6000000 55000000 57000000 68000000 0 68000000 0 52000000 52000000 0 0 19000000 0 19000000 0 15000000 0 11000000 4000000 17000000 17000000 0 0 63000000 20000000 26000000 17000000 814000000 265000000 374000000 175000000 43000000 111000000 <div id="TextBlockContainer752" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:632px;height:209px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="div_750_XBRL_CS_e5f072b33d7746e588b5eee5e63ec8d3" style="position:absolute;left:0px;top:0px;float:left;"><div id="TextBlockContainer751" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:632px;height:209px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a34639" style="position:absolute;font-weight:bold;left:4.693px;top:0px;">Note 9—Impairments </div><div id="a34650" style="position:absolute;font-weight:normal;left:4.693px;top:30.9px;">During 2019, 2018 and 2017, we recognized the<div style="display:inline-block;width:2.17px"> </div>following before-tax impairment charges:</div><div id="a34662" style="position:absolute;font-weight:normal;left:447.155px;top:61.8px;">Millions of Dollars</div><div id="a34666" style="position:absolute;font-weight:bold;left:429.715px;top:78.6px;">2019</div><div id="a34669" style="position:absolute;font-weight:normal;left:515.795px;top:78.6px;">2018</div><div id="a34672" style="position:absolute;font-weight:normal;left:601.755px;top:78.6px;">2017</div><div id="a34681" style="position:absolute;font-weight:normal;left:4.693px;top:110.6px;">Alaska</div><div id="a34683" style="position:absolute;font-weight:bold;left:371.795px;top:110.6px;">$</div><div id="a34685" style="position:absolute;font-weight:bold;left:449.075px;top:110.6px;">- </div><div id="a34688" style="position:absolute;font-weight:normal;left:525.715px;top:110.6px;">20 </div><div id="a34691" style="position:absolute;font-weight:normal;left:604.795px;top:110.6px;">180 </div><div id="a34693" style="position:absolute;font-weight:normal;left:4.693px;top:126.8px;">Lower 48</div><div id="a34697" style="position:absolute;font-weight:bold;left:432.755px;top:126.8px;">402 </div><div id="a34700" style="position:absolute;font-weight:normal;left:525.715px;top:126.8px;">63 </div><div id="a34703" style="position:absolute;font-weight:normal;left:594.235px;top:126.8px;">3,969 </div><div id="a34705" style="position:absolute;font-weight:normal;left:4.693px;top:142.8px;">Canada</div><div id="a34708" style="position:absolute;font-weight:bold;left:446.675px;top:142.8px;">2 </div><div id="a34711" style="position:absolute;font-weight:normal;left:532.795px;top:142.8px;">9 </div><div id="a34714" style="position:absolute;font-weight:normal;left:611.675px;top:142.8px;">22 </div><div id="a34716" style="position:absolute;font-weight:normal;left:4.693px;top:158.9px;">Europe and North Africa</div><div id="a34720" style="position:absolute;font-weight:bold;left:446.675px;top:158.9px;">1 </div><div id="a34723" style="position:absolute;font-weight:normal;left:520.435px;top:158.9px;">(79) </div><div id="a34726" style="position:absolute;font-weight:normal;left:611.675px;top:158.9px;">46 </div><div id="a34728" style="position:absolute;font-weight:normal;left:4.693px;top:175.1px;">Asia Pacific and Middle East</div><div id="a34732" style="position:absolute;font-weight:bold;left:449.075px;top:175.1px;">- </div><div id="a34735" style="position:absolute;font-weight:normal;left:525.715px;top:175.1px;">14 </div><div id="a34738" style="position:absolute;font-weight:normal;left:594.235px;top:175.1px;">2,384 </div><div id="a34741" style="position:absolute;font-weight:bold;left:371.795px;top:191.9px;">$</div><div id="a34743" style="position:absolute;font-weight:bold;left:432.755px;top:191.9px;">405 </div><div id="a34746" style="position:absolute;font-weight:normal;left:525.715px;top:191.9px;">27 </div><div id="a34749" style="position:absolute;font-weight:normal;left:594.235px;top:191.9px;">6,601 </div></div></div></div> <div id="TextBlockContainer751" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:632px;height:209px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a34639" style="position:absolute;font-weight:bold;left:4.693px;top:0px;">Note 9—Impairments </div><div id="a34650" style="position:absolute;font-weight:normal;left:4.693px;top:30.9px;">During 2019, 2018 and 2017, we recognized the<div style="display:inline-block;width:2.17px"> </div>following before-tax impairment charges:</div><div id="a34662" style="position:absolute;font-weight:normal;left:447.155px;top:61.8px;">Millions of Dollars</div><div id="a34666" style="position:absolute;font-weight:bold;left:429.715px;top:78.6px;">2019</div><div id="a34669" style="position:absolute;font-weight:normal;left:515.795px;top:78.6px;">2018</div><div id="a34672" style="position:absolute;font-weight:normal;left:601.755px;top:78.6px;">2017</div><div id="a34681" style="position:absolute;font-weight:normal;left:4.693px;top:110.6px;">Alaska</div><div id="a34683" style="position:absolute;font-weight:bold;left:371.795px;top:110.6px;">$</div><div id="a34685" style="position:absolute;font-weight:bold;left:449.075px;top:110.6px;">- </div><div id="a34688" style="position:absolute;font-weight:normal;left:525.715px;top:110.6px;">20 </div><div id="a34691" style="position:absolute;font-weight:normal;left:604.795px;top:110.6px;">180 </div><div id="a34693" style="position:absolute;font-weight:normal;left:4.693px;top:126.8px;">Lower 48</div><div id="a34697" style="position:absolute;font-weight:bold;left:432.755px;top:126.8px;">402 </div><div id="a34700" style="position:absolute;font-weight:normal;left:525.715px;top:126.8px;">63 </div><div id="a34703" style="position:absolute;font-weight:normal;left:594.235px;top:126.8px;">3,969 </div><div id="a34705" style="position:absolute;font-weight:normal;left:4.693px;top:142.8px;">Canada</div><div id="a34708" style="position:absolute;font-weight:bold;left:446.675px;top:142.8px;">2 </div><div id="a34711" style="position:absolute;font-weight:normal;left:532.795px;top:142.8px;">9 </div><div id="a34714" style="position:absolute;font-weight:normal;left:611.675px;top:142.8px;">22 </div><div id="a34716" style="position:absolute;font-weight:normal;left:4.693px;top:158.9px;">Europe and North Africa</div><div id="a34720" style="position:absolute;font-weight:bold;left:446.675px;top:158.9px;">1 </div><div id="a34723" style="position:absolute;font-weight:normal;left:520.435px;top:158.9px;">(79) </div><div id="a34726" style="position:absolute;font-weight:normal;left:611.675px;top:158.9px;">46 </div><div id="a34728" style="position:absolute;font-weight:normal;left:4.693px;top:175.1px;">Asia Pacific and Middle East</div><div id="a34732" style="position:absolute;font-weight:bold;left:449.075px;top:175.1px;">- </div><div id="a34735" style="position:absolute;font-weight:normal;left:525.715px;top:175.1px;">14 </div><div id="a34738" style="position:absolute;font-weight:normal;left:594.235px;top:175.1px;">2,384 </div><div id="a34741" style="position:absolute;font-weight:bold;left:371.795px;top:191.9px;">$</div><div id="a34743" style="position:absolute;font-weight:bold;left:432.755px;top:191.9px;">405 </div><div id="a34746" style="position:absolute;font-weight:normal;left:525.715px;top:191.9px;">27 </div><div id="a34749" style="position:absolute;font-weight:normal;left:594.235px;top:191.9px;">6,601 </div></div><div id="TextBlockContainer754" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:641px;height:387px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a34753" style="position:absolute;font-weight:normal;font-style:italic;left:4.693px;top:0px;">2019 </div><div id="a34755" style="position:absolute;font-weight:normal;left:4.693px;top:16.2px;">In the Lower 48, we recorded impairments<div style="display:inline-block;width:2.15px"> </div>of $</div><div id="a34755_45_3" style="position:absolute;font-weight:normal;left:269.528px;top:16.2px;">402 </div><div id="a34755_48_59" style="position:absolute;font-weight:normal;left:290.648px;top:16.2px;"><div style="display:inline-block;width:3.52px"> </div>million, primarily related to developed properties<div style="display:inline-block;width:1.82px"> </div>in our </div><div id="a34789" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;">Niobrara asset which were written down to fair value<div style="display:inline-block;width:2.15px"> </div>less costs to sell.<div style="display:inline-block;width:6.32px"> </div>See Note 5—Asset Acquisitions and </div><div id="a34827" style="position:absolute;font-weight:normal;left:4.693px;top:48.3px;">Dispositions,<div style="display:inline-block;width:3.18px"> </div>for additional information on this disposition. </div><div id="a34842" style="position:absolute;font-weight:normal;left:4.693px;top:64.5px;"> </div><div id="a34843" style="position:absolute;font-weight:normal;left:4.693px;top:80.5px;">The charges discussed below, within this section, are included in the “Exploration<div style="display:inline-block;width:2.13px"> </div>expenses” line on our </div><div id="a34875" style="position:absolute;font-weight:normal;left:4.693px;top:96.7px;">consolidated income statement and are not reflected<div style="display:inline-block;width:2.01px"> </div>in the table above. </div><div id="a34897" style="position:absolute;font-weight:normal;left:4.693px;top:112.7px;"> </div><div id="a34898" style="position:absolute;font-weight:normal;left:4.693px;top:128.8px;">In our Lower 48 segment, we recorded a before-tax impairment<div style="display:inline-block;width:1.63px"> </div>of $</div><div id="a34898_65_3" style="position:absolute;font-weight:normal;left:386.675px;top:128.8px;">141 </div><div id="a34898_68_37" style="position:absolute;font-weight:normal;left:407.795px;top:128.8px;"><div style="display:inline-block;width:3.52px"> </div>million for the associated carrying </div><div id="a34934" style="position:absolute;font-weight:normal;left:4.693px;top:145px;">value of capitalized undeveloped leasehold costs<div style="display:inline-block;width:2.13px"> </div>due to our decision to discontinue exploration<div style="display:inline-block;width:1.99px"> </div>activities </div><div id="a34963" style="position:absolute;font-weight:normal;left:4.693px;top:161px;">related to our Central Louisiana Austin Chalk<div style="display:inline-block;width:2.1px"> </div>acreage. </div><div id="a34979" style="position:absolute;font-weight:normal;left:4.693px;top:177.1px;"> </div><div id="a34980" style="position:absolute;font-weight:normal;font-style:italic;left:4.693px;top:193.3px;">2018 </div><div id="a34982" style="position:absolute;font-weight:normal;left:4.693px;top:209.3px;">In Alaska, we recorded impairments of $</div><div id="a34982_39_2" style="position:absolute;font-weight:normal;left:233.688px;top:209.3px;">20 </div><div id="a34982_41_48" style="position:absolute;font-weight:normal;left:247.768px;top:209.3px;"><div style="display:inline-block;width:3.52px"> </div>million primarily due to cancelled projects.<div style="display:inline-block;width:9.15px"> </div></div><div id="a35009" style="position:absolute;font-weight:normal;left:4.693px;top:225.5px;"> </div><div id="a35010" style="position:absolute;font-weight:normal;left:4.693px;top:241.5px;">In the Lower 48, we recorded impairments<div style="display:inline-block;width:2.15px"> </div>of $</div><div id="a35010_45_2" style="position:absolute;font-weight:normal;left:269.528px;top:241.5px;">63 </div><div id="a35010_47_59" style="position:absolute;font-weight:normal;left:283.608px;top:241.5px;"><div style="display:inline-block;width:3.52px"> </div>million, primarily related to developed properties<div style="display:inline-block;width:1.82px"> </div>in our </div><div id="a35046" style="position:absolute;font-weight:normal;left:4.693px;top:257.7px;">Barnett asset which were written down to fair value<div style="display:inline-block;width:2.11px"> </div>less costs to sell, partly offset by a revision to reflect </div><div id="a35086" style="position:absolute;font-weight:normal;left:4.693px;top:273.8px;">finalized proceeds on a separate transaction.<div style="display:inline-block;width:9.17px"> </div></div><div id="a35099" style="position:absolute;font-weight:normal;left:4.693px;top:289.8px;"> </div><div id="a35100" style="position:absolute;font-weight:normal;left:4.693px;top:306px;">In our Europe and North Africa segment, we recorded<div style="display:inline-block;width:2.04px"> </div>a credit to impairment of $</div><div id="a35100_79_2" style="position:absolute;font-weight:normal;left:460.915px;top:306px;">79 </div><div id="a35100_81_27" style="position:absolute;font-weight:normal;left:474.995px;top:306px;"><div style="display:inline-block;width:3.52px"> </div>million, primarily due to </div><div id="a35139" style="position:absolute;font-weight:normal;left:4.693px;top:322px;">decreased ARO estimates on fields in the<div style="display:inline-block;width:2.18px"> </div>U.K. which have ceased production and<div style="display:inline-block;width:2.18px"> </div>were impaired in prior years, </div><div id="a35178" style="position:absolute;font-weight:normal;left:4.693px;top:338.1px;">partly offset by an increased ARO estimate on a field<div style="display:inline-block;width:2.17px"> </div>in Norway which has ceased production.<div style="display:inline-block;width:9.18px"> </div></div><div id="a35211" style="position:absolute;font-weight:normal;left:4.693px;top:354.3px;"> </div><div id="a35212" style="position:absolute;font-weight:normal;font-style:italic;left:4.693px;top:370.3px;"><div style="display:inline-block;width:195.55px"> </div></div></div><div id="TextBlockContainer756" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:637px;height:419px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a35217" style="position:absolute;font-weight:normal;font-style:italic;left:4.693px;top:0px;">2017<div style="display:inline-block;width:6.88px"> </div></div><div id="a35219" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">In Alaska, we recorded impairments of $</div><div id="a35219_39_3" style="position:absolute;font-weight:normal;left:233.688px;top:16px;">180 </div><div id="a35219_42_65" style="position:absolute;font-weight:normal;left:254.808px;top:16px;"><div style="display:inline-block;width:3.52px"> </div>million primarily for the associated PP&amp;E<div style="display:inline-block;width:2.18px"> </div>carrying value of our </div><div id="a35253" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;">small interest in the Point Thomson unit.<div style="display:inline-block;width:9.34px"> </div></div><div id="a35268" style="position:absolute;font-weight:normal;left:4.693px;top:48.2px;"> </div><div id="a35269" style="position:absolute;font-weight:normal;left:4.693px;top:64.3px;">In the Lower 48, we recorded impairments<div style="display:inline-block;width:2.15px"> </div>of $</div><div id="a35269_45_5" style="position:absolute;font-weight:normal;left:269.528px;top:64.3px;">3,969 </div><div id="a35269_50_55" style="position:absolute;font-weight:normal;left:301.048px;top:64.3px;"><div style="display:inline-block;width:3.52px"> </div>million primarily due to certain developed<div style="display:inline-block;width:2.11px"> </div>properties </div><div id="a35301" style="position:absolute;font-weight:normal;left:4.693px;top:80.5px;">which were written down to fair value less costs<div style="display:inline-block;width:2.12px"> </div>to sell.<div style="display:inline-block;width:6.78px"> </div>See Note 5—Asset Acquisitions and Dispositions, for </div><div id="a35332" style="position:absolute;font-weight:normal;left:4.693px;top:96.5px;">additional information on our dispositions.<div style="display:inline-block;width:5.76px"> </div></div><div id="a35343" style="position:absolute;font-weight:normal;left:4.693px;top:112.7px;"> </div><div id="a35344" style="position:absolute;font-weight:normal;left:4.693px;top:128.8px;">In Canada, we recorded impairments of $</div><div id="a35344_39_2" style="position:absolute;font-weight:normal;left:236.888px;top:128.8px;">22 </div><div id="a35344_41_46" style="position:absolute;font-weight:normal;left:250.968px;top:128.8px;"><div style="display:inline-block;width:3.52px"> </div>million primarily due to cancelled projects. </div><div id="a35370" style="position:absolute;font-weight:normal;left:4.693px;top:144.8px;"> </div><div id="a35371" style="position:absolute;font-weight:normal;left:4.693px;top:161px;">In Europe and North Africa, we recorded impairments<div style="display:inline-block;width:1.98px"> </div>of $</div><div id="a35371_56_2" style="position:absolute;font-weight:normal;left:334.488px;top:161px;">46 </div><div id="a35371_58_41" style="position:absolute;font-weight:normal;left:348.568px;top:161px;"><div style="display:inline-block;width:3.55px"> </div>million primarily due to reduced volume </div><div id="a35404" style="position:absolute;font-weight:normal;left:4.693px;top:177px;">forecasts for a field in the U.K. and restructured ownership<div style="display:inline-block;width:1.78px"> </div>and a change in commercial premises for a gas </div><div id="a35445" style="position:absolute;font-weight:normal;left:4.693px;top:193.1px;">processing plant in Norway, partly offset by decreased ARO estimates on fields at or<div style="display:inline-block;width:1.98px"> </div>nearing the end of life </div><div id="a35483" style="position:absolute;font-weight:normal;left:4.693px;top:209.3px;">which were impaired in prior years. </div><div id="a35496" style="position:absolute;font-weight:normal;left:4.693px;top:225.3px;"> </div><div id="a35497" style="position:absolute;font-weight:normal;left:4.693px;top:241.5px;">In Asia Pacific and Middle East, we recorded impairments<div style="display:inline-block;width:1.63px"> </div>of $</div><div id="a35497_61_5" style="position:absolute;font-weight:normal;left:358.195px;top:241.5px;">2,384 </div><div id="a35497_66_42" style="position:absolute;font-weight:normal;left:389.715px;top:241.5px;"><div style="display:inline-block;width:3.52px"> </div>million, including the impairment of our </div><div id="a35531" style="position:absolute;font-weight:normal;left:4.693px;top:257.5px;">APLNG investment.<div style="display:inline-block;width:6.47px"> </div>For more information, see the “APLNG”<div style="display:inline-block;width:2.17px"> </div>section of Note 6—Investments, Loans and </div><div id="a35561" style="position:absolute;font-weight:normal;left:4.693px;top:273.7px;">Long-Term Receivables.<div style="display:inline-block;width:10.74px"> </div></div><div id="a35568" style="position:absolute;font-weight:normal;left:4.693px;top:289.8px;"> </div><div id="a35569" style="position:absolute;font-weight:normal;left:4.693px;top:305.8px;">The charges discussed below, within this section, are included in the “Exploration<div style="display:inline-block;width:2.11px"> </div>expenses” line on our </div><div id="a35570" style="position:absolute;font-weight:normal;left:4.693px;top:322px;">consolidated income statement and are not reflected<div style="display:inline-block;width:1.97px"> </div>in the table above. </div><div id="a35572" style="position:absolute;font-weight:normal;left:4.693px;top:338.1px;"> </div><div id="a35573" style="position:absolute;font-weight:normal;left:4.693px;top:354.1px;">In our Lower 48 segment, we recorded a before-tax impairment<div style="display:inline-block;width:1.63px"> </div>of $</div><div id="a35573_65_2" style="position:absolute;font-weight:normal;left:386.675px;top:354.1px;">51 </div><div id="a35573_67_37" style="position:absolute;font-weight:normal;left:400.755px;top:354.1px;"><div style="display:inline-block;width:3.52px"> </div>million for the associated carrying </div><div id="a35610" style="position:absolute;font-weight:normal;left:4.693px;top:370.3px;">value of capitalized undeveloped leasehold costs<div style="display:inline-block;width:2.13px"> </div>of Shenandoah in deepwater Gulf of Mexico<div style="display:inline-block;width:2.17px"> </div>following the </div><div id="a35640" style="position:absolute;font-weight:normal;left:4.693px;top:386.3px;">suspension of appraisal activity by the operator.<div style="display:inline-block;width:6.45px"> </div>Additionally, we recorded a $</div><div id="a35640_80_2" style="position:absolute;font-weight:normal;left:446.675px;top:386.3px;">38 </div><div id="a35640_82_20" style="position:absolute;font-weight:normal;left:460.755px;top:386.3px;"><div style="display:inline-block;width:3.52px"> </div>million before-tax </div><div id="a35670" style="position:absolute;font-weight:normal;left:4.693px;top:402.5px;">impairment for mineral assets primarily<div style="display:inline-block;width:2.1px"> </div>due to plan of development changes. </div></div> 0 20000000 180000000 402000000 63000000 3969000000 2000000 9000000 22000000 1000000 -79000000 46000000 0 14000000 2384000000 405000000 27000000 6601000000 402000000 141000000 20000000 63000000 -79000000 180000000 3969000000 22000000 46000000 2384000000 51000000 38000000 <div id="TextBlockContainer760" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:635px;height:191px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="div_758_XBRL_CS_eb49e9717f7e4e24b2ccb16cb7ae41bd" style="position:absolute;left:0px;top:0px;float:left;"><div id="TextBlockContainer759" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:635px;height:191px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a35694" style="position:absolute;font-weight:bold;left:4.693px;top:0px;">Note 10—Asset Retirement Obligations and Accrued<div style="display:inline-block;width:1.98px"> </div>Environmental Costs<div style="display:inline-block;width:6.74px"> </div></div><div id="a35703" style="position:absolute;font-weight:normal;left:4.693px;top:29.9px;">Asset retirement obligations and accrued environmental<div style="display:inline-block;width:1.9px"> </div>costs at December 31 were:</div><div id="a35711" style="position:absolute;font-weight:normal;left:511.155px;top:60px;">Millions of Dollars</div><div id="a35714" style="position:absolute;font-weight:bold;left:536.795px;top:76.8px;">2019</div><div id="a35717" style="position:absolute;font-weight:normal;left:601.755px;top:76.8px;">2018</div><div id="a35724" style="position:absolute;font-weight:normal;left:4.693px;top:108.8px;">Asset retirement obligations</div><div id="a35726" style="position:absolute;font-weight:bold;left:499.795px;top:108.8px;">$</div><div id="a35728" style="position:absolute;font-weight:bold;left:529.275px;top:108.8px;">6,206 </div><div id="a35731" style="position:absolute;font-weight:normal;left:594.235px;top:108.8px;">7,908 </div><div id="a35733" style="position:absolute;font-weight:normal;left:4.693px;top:125px;">Accrued environmental costs</div><div id="a35736" style="position:absolute;font-weight:bold;left:539.835px;top:125px;">171 </div><div id="a35739" style="position:absolute;font-weight:normal;left:604.795px;top:125px;">178 </div><div id="a35741" style="position:absolute;font-weight:normal;left:4.693px;top:141.8px;">Total asset retirement obligations and accrued environmental costs</div><div id="a35744" style="position:absolute;font-weight:bold;left:529.275px;top:141.8px;">6,377 </div><div id="a35747" style="position:absolute;font-weight:normal;left:594.235px;top:141.8px;">8,086 </div><div id="a35749" style="position:absolute;font-weight:normal;left:4.693px;top:157.8px;">Asset retirement obligations and accrued environmental<div style="display:inline-block;width:1.9px"> </div>costs due within one year*</div><div id="a35753" style="position:absolute;font-weight:bold;left:523.955px;top:157.8px;">(1,025) </div><div id="a35756" style="position:absolute;font-weight:normal;left:599.355px;top:157.8px;">(398) </div><div id="a35758" style="position:absolute;font-weight:normal;left:4.693px;top:174.6px;">Long-term asset retirement obligations and accrued<div style="display:inline-block;width:1.97px"> </div>environmental costs</div><div id="a35762" style="position:absolute;font-weight:bold;left:499.795px;top:174.6px;">$</div><div id="a35764" style="position:absolute;font-weight:bold;left:529.275px;top:174.6px;">5,352 </div><div id="a35767" style="position:absolute;font-weight:normal;left:594.235px;top:174.6px;">7,688 </div></div></div></div> <div id="TextBlockContainer759" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:635px;height:191px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a35694" style="position:absolute;font-weight:bold;left:4.693px;top:0px;">Note 10—Asset Retirement Obligations and Accrued<div style="display:inline-block;width:1.98px"> </div>Environmental Costs<div style="display:inline-block;width:6.74px"> </div></div><div id="a35703" style="position:absolute;font-weight:normal;left:4.693px;top:29.9px;">Asset retirement obligations and accrued environmental<div style="display:inline-block;width:1.9px"> </div>costs at December 31 were:</div><div id="a35711" style="position:absolute;font-weight:normal;left:511.155px;top:60px;">Millions of Dollars</div><div id="a35714" style="position:absolute;font-weight:bold;left:536.795px;top:76.8px;">2019</div><div id="a35717" style="position:absolute;font-weight:normal;left:601.755px;top:76.8px;">2018</div><div id="a35724" style="position:absolute;font-weight:normal;left:4.693px;top:108.8px;">Asset retirement obligations</div><div id="a35726" style="position:absolute;font-weight:bold;left:499.795px;top:108.8px;">$</div><div id="a35728" style="position:absolute;font-weight:bold;left:529.275px;top:108.8px;">6,206 </div><div id="a35731" style="position:absolute;font-weight:normal;left:594.235px;top:108.8px;">7,908 </div><div id="a35733" style="position:absolute;font-weight:normal;left:4.693px;top:125px;">Accrued environmental costs</div><div id="a35736" style="position:absolute;font-weight:bold;left:539.835px;top:125px;">171 </div><div id="a35739" style="position:absolute;font-weight:normal;left:604.795px;top:125px;">178 </div><div id="a35741" style="position:absolute;font-weight:normal;left:4.693px;top:141.8px;">Total asset retirement obligations and accrued environmental costs</div><div id="a35744" style="position:absolute;font-weight:bold;left:529.275px;top:141.8px;">6,377 </div><div id="a35747" style="position:absolute;font-weight:normal;left:594.235px;top:141.8px;">8,086 </div><div id="a35749" style="position:absolute;font-weight:normal;left:4.693px;top:157.8px;">Asset retirement obligations and accrued environmental<div style="display:inline-block;width:1.9px"> </div>costs due within one year*</div><div id="a35753" style="position:absolute;font-weight:bold;left:523.955px;top:157.8px;">(1,025) </div><div id="a35756" style="position:absolute;font-weight:normal;left:599.355px;top:157.8px;">(398) </div><div id="a35758" style="position:absolute;font-weight:normal;left:4.693px;top:174.6px;">Long-term asset retirement obligations and accrued<div style="display:inline-block;width:1.97px"> </div>environmental costs</div><div id="a35762" style="position:absolute;font-weight:bold;left:499.795px;top:174.6px;">$</div><div id="a35764" style="position:absolute;font-weight:bold;left:529.275px;top:174.6px;">5,352 </div><div id="a35767" style="position:absolute;font-weight:normal;left:594.235px;top:174.6px;">7,688 </div></div><div id="TextBlockContainer762" style="position:relative;font-family:Times New Roman;font-size:10.72px;color:#000000;line-height:normal;width:603px;height:25px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a35769" style="position:absolute;font-weight:normal;font-style:italic;left:3.573px;top:0px;">*Classified as a current liability on the balance sheet under “Other accruals.” $</div><div id="a35769_81_3" style="position:absolute;font-size:10.72px;font-weight:normal;font-style:italic;left:348.888px;top:0px;">741 </div><div id="a35769_84_57" style="position:absolute;font-weight:normal;font-style:italic;left:364.915px;top:0px;"><div style="display:inline-block;width:2.72px"> </div>million relates to assets which are held for sale as of </div><div id="a35778" style="position:absolute;font-weight:normal;font-style:italic;left:3.573px;top:12.3px;">December 31, 2019. For additional information see Note 5—Asset Acquisitions<div style="display:inline-block;width:1.07px"> </div>and Dispositions. </div></div><div id="TextBlockContainer764" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:630px;height:146px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a35788" style="position:absolute;font-weight:bold;left:4.693px;top:0px;">Asset Retirement Obligations </div><div id="a35791" style="position:absolute;font-weight:normal;left:4.693px;top:16.2px;">We record the fair value of a liability for an ARO when it is incurred (typically when<div style="display:inline-block;width:2.12px"> </div>the asset is installed at </div><div id="a35795" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;">the production location).<div style="display:inline-block;width:6.31px"> </div>When the liability is initially recorded,<div style="display:inline-block;width:2.14px"> </div>we capitalize the associated asset retirement </div><div id="a35798" style="position:absolute;font-weight:normal;left:4.693px;top:48.3px;">cost by increasing the carrying amount of the related<div style="display:inline-block;width:2.05px"> </div>PP&amp;E.<div style="display:inline-block;width:6.9px"> </div>If, in subsequent periods, our estimate<div style="display:inline-block;width:2.13px"> </div>of this </div><div id="a35800" style="position:absolute;font-weight:normal;left:4.693px;top:64.3px;">liability changes, we will record an adjustment<div style="display:inline-block;width:2.17px"> </div>to both the liability and PP&amp;E.<div style="display:inline-block;width:5.9px"> </div>Over time, the liability </div><div id="a35803" style="position:absolute;font-weight:normal;left:4.693px;top:80.5px;">increases for the change in its present value,<div style="display:inline-block;width:2.07px"> </div>while the capitalized cost depreciates over the<div style="display:inline-block;width:2.16px"> </div>useful life of the </div><div id="a35804" style="position:absolute;font-weight:normal;left:4.693px;top:96.6px;">related asset. </div><div id="a35806" style="position:absolute;font-weight:normal;left:4.693px;top:112.6px;"> </div><div id="a35807" style="position:absolute;font-weight:normal;left:4.693px;top:128.8px;"><div style="display:inline-block;width:195.55px"> </div></div></div><div id="TextBlockContainer766" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:638px;height:81px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a35812" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">We have numerous AROs we are required to perform under law or contract once<div style="display:inline-block;width:2.15px"> </div>an asset is permanently taken </div><div id="a35816" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">out of service.<div style="display:inline-block;width:6.73px"> </div>Most of these obligations are not expected<div style="display:inline-block;width:1.97px"> </div>to be paid until several years, or decades, in<div style="display:inline-block;width:2.17px"> </div>the </div><div id="a35817" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;">future and will be funded from general company<div style="display:inline-block;width:2.07px"> </div>resources at the time of removal.<div style="display:inline-block;width:5.71px"> </div>Our largest individual </div><div id="a35819" style="position:absolute;font-weight:normal;left:4.693px;top:48.2px;">obligations involve plugging and abandonment<div style="display:inline-block;width:2.07px"> </div>of wells and removal and disposal of offshore oil<div style="display:inline-block;width:2.15px"> </div>and gas </div><div id="a35826" style="position:absolute;font-weight:normal;left:4.693px;top:64.3px;">platforms around the world, as well as oil and<div style="display:inline-block;width:2.16px"> </div>gas production facilities and pipelines in Alaska. </div></div><div id="TextBlockContainer770" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:635px;height:209px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="div_768_XBRL_CS_838c2c18b52a4626989e3564695c42f3" style="position:absolute;left:0px;top:0px;float:left;"><div id="TextBlockContainer769" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:635px;height:209px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a35830" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">During 2019 and 2018, our overall ARO changed<div style="display:inline-block;width:2.08px"> </div>as follows:</div><div id="a35839" style="position:absolute;font-weight:normal;left:511.155px;top:30.1px;">Millions of Dollars</div><div id="a35842" style="position:absolute;font-weight:bold;left:536.795px;top:46.9px;">2019</div><div id="a35845" style="position:absolute;font-weight:normal;left:601.755px;top:46.9px;">2018</div><div id="a35852" style="position:absolute;font-weight:normal;left:4.693px;top:78.9px;">Balance at January 1</div><div id="a35854" style="position:absolute;font-weight:bold;left:499.795px;top:78.9px;">$</div><div id="a35856" style="position:absolute;font-weight:bold;left:529.275px;top:78.9px;">7,908 </div><div id="a35859" style="position:absolute;font-weight:normal;left:594.235px;top:78.9px;">7,798 </div><div id="a35861" style="position:absolute;font-weight:normal;left:4.693px;top:95px;">Accretion of discount</div><div id="a35864" style="position:absolute;font-weight:bold;left:539.835px;top:95px;">322 </div><div id="a35867" style="position:absolute;font-weight:normal;left:604.795px;top:95px;">348 </div><div id="a35869" style="position:absolute;font-weight:normal;left:4.693px;top:111px;">New obligations</div><div id="a35872" style="position:absolute;font-weight:bold;left:539.835px;top:111px;">155 </div><div id="a35875" style="position:absolute;font-weight:normal;left:604.795px;top:111px;">657 </div><div id="a35877" style="position:absolute;font-weight:normal;left:4.693px;top:127.2px;">Changes in estimates of existing obligations</div><div id="a35880" style="position:absolute;font-weight:bold;left:546.715px;top:127.2px;">50 </div><div id="a35883" style="position:absolute;font-weight:normal;left:599.355px;top:127.2px;">(266) </div><div id="a35885" style="position:absolute;font-weight:normal;left:4.693px;top:143.4px;">Spending on existing obligations</div><div id="a35888" style="position:absolute;font-weight:bold;left:534.395px;top:143.4px;">(229) </div><div id="a35891" style="position:absolute;font-weight:normal;left:599.355px;top:143.4px;">(228) </div><div id="a35893" style="position:absolute;font-weight:normal;left:4.693px;top:159.4px;">Property dispositions</div><div id="a35896" style="position:absolute;font-weight:bold;left:523.955px;top:159.4px;">(1,920) </div><div id="a35899" style="position:absolute;font-weight:normal;left:599.355px;top:159.4px;">(161) </div><div id="a35901" style="position:absolute;font-weight:normal;left:4.693px;top:175.6px;">Foreign currency translation</div><div id="a35904" style="position:absolute;font-weight:bold;left:541.435px;top:175.6px;">(80) </div><div id="a35907" style="position:absolute;font-weight:normal;left:599.355px;top:175.6px;">(240) </div><div id="a35909" style="position:absolute;font-weight:normal;left:4.693px;top:192.4px;">Balance at December 31</div><div id="a35911" style="position:absolute;font-weight:bold;left:499.795px;top:192.4px;">$</div><div id="a35913" style="position:absolute;font-weight:bold;left:529.275px;top:192.4px;">6,206 </div><div id="a35916" style="position:absolute;font-weight:normal;left:594.235px;top:192.4px;">7,908 </div></div></div></div><div id="TextBlockContainer772" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:640px;height:291px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a35920" style="position:absolute;font-weight:bold;left:4.693px;top:0px;">Accrued Environmental Costs </div><div id="a35922" style="position:absolute;font-weight:normal;left:4.693px;top:16.2px;">Total accrued environmental costs at December 31, 2019 and 2018, were $</div><div id="a35922_71_3" style="position:absolute;font-weight:normal;left:424.275px;top:16.2px;">171 </div><div id="a35922_74_14" style="position:absolute;font-weight:normal;left:445.395px;top:16.2px;"><div style="display:inline-block;width:3.52px"> </div>million and $</div><div id="a35922_88_3" style="position:absolute;font-weight:normal;left:523.635px;top:16.2px;">178 </div><div id="a35922_91_10" style="position:absolute;font-weight:normal;left:544.635px;top:16.2px;"><div style="display:inline-block;width:3.52px"> </div>million, </div><div id="a35932" style="position:absolute;font-weight:normal;left:4.693px;top:32.3px;">respectively.<div style="display:inline-block;width:10.97px"> </div></div><div id="a35934" style="position:absolute;font-weight:normal;left:4.693px;top:48.3px;"> </div><div id="a35935" style="position:absolute;font-weight:normal;left:4.693px;top:64.5px;">We had accrued environmental costs of $</div><div id="a35935_39_3" style="position:absolute;font-weight:normal;left:236.374px;top:64.5px;">112 </div><div id="a35935_42_14" style="position:absolute;font-weight:normal;left:257.528px;top:64.5px;"><div style="display:inline-block;width:3.52px"> </div>million and $</div><div id="a35935_56_3" style="position:absolute;font-weight:normal;left:335.608px;top:64.5px;">100 </div><div id="a35935_59_40" style="position:absolute;font-weight:normal;left:356.755px;top:64.5px;"><div style="display:inline-block;width:3.52px"> </div>million at December 31, 2019 and 2018, </div><div id="a35947" style="position:absolute;font-weight:normal;left:4.693px;top:80.5px;">respectively, related to remediation activities in the U.S. and Canada.<div style="display:inline-block;width:5.87px"> </div>We had also accrued in Corporate and </div><div id="a35954" style="position:absolute;font-weight:normal;left:4.693px;top:96.6px;">Other $</div><div id="a35954_7_2" style="position:absolute;font-weight:normal;left:47.253px;top:96.6px;">47 </div><div id="a35954_9_14" style="position:absolute;font-weight:normal;left:61.168px;top:96.6px;"><div style="display:inline-block;width:3.52px"> </div>million and $</div><div id="a35954_23_2" style="position:absolute;font-weight:normal;left:139.408px;top:96.6px;">67 </div><div id="a35954_25_80" style="position:absolute;font-weight:normal;left:153.328px;top:96.6px;"><div style="display:inline-block;width:3.52px"> </div>million of environmental costs associated<div style="display:inline-block;width:2.17px"> </div>with sites no longer in operation at </div><div id="a35959" style="position:absolute;font-weight:normal;left:4.693px;top:112.8px;">December 31, 2019 and 2018, respectively.<div style="display:inline-block;width:6.71px"> </div>In addition, $</div><div id="a35959_57_2" style="position:absolute;font-weight:normal;left:330.128px;top:112.8px;">12 </div><div id="a35959_59_14" style="position:absolute;font-weight:normal;left:344.248px;top:112.8px;"><div style="display:inline-block;width:3.52px"> </div>million and $</div><div id="a35959_73_2" style="position:absolute;font-weight:normal;left:422.515px;top:112.8px;">11 </div><div id="a35959_75_31" style="position:absolute;font-weight:normal;left:436.435px;top:112.8px;"><div style="display:inline-block;width:3.52px"> </div>million were included at both </div><div id="a35970" style="position:absolute;font-weight:normal;left:4.693px;top:128.8px;">December 31, 2019 and 2018, respectively, where the company has been<div style="display:inline-block;width:2.16px"> </div>named a potentially responsible party </div><div id="a35978" style="position:absolute;font-weight:normal;left:4.693px;top:145px;">under the Federal Comprehensive Environmental<div style="display:inline-block;width:2.07px"> </div>Response, Compensation and Liability<div style="display:inline-block;width:2.11px"> </div>Act, or similar state </div><div id="a35979" style="position:absolute;font-weight:normal;left:4.693px;top:161px;">laws.<div style="display:inline-block;width:6.83px"> </div>Accrued environmental liabilities are expected to<div style="display:inline-block;width:2.02px"> </div>be paid over periods extending up to </div><div id="a35979_94_2" style="position:absolute;font-weight:normal;left:528.054px;top:161px;">30 </div><div id="a35979_96_8" style="position:absolute;font-weight:normal;left:542.134px;top:161px;"><div style="display:inline-block;width:3.52px"> </div>years. </div><div id="a35982" style="position:absolute;font-weight:normal;left:4.693px;top:177.1px;"> </div><div id="a35983" style="position:absolute;font-weight:normal;left:4.693px;top:193.3px;">Expected expenditures for environmental obligations<div style="display:inline-block;width:1.92px"> </div>acquired in various business combinations<div style="display:inline-block;width:2.11px"> </div>are discounted </div><div id="a35984" style="position:absolute;font-weight:normal;left:4.693px;top:209.3px;">using a weighted-average </div><div id="a35984_25_1" style="position:absolute;font-weight:normal;left:151.408px;top:209.3px;">5 </div><div id="a35984_26_85" style="position:absolute;font-weight:normal;left:158.448px;top:209.3px;"><div style="display:inline-block;width:3.36px"> </div>percent discount factor, resulting in an accrued balance for acquired<div style="display:inline-block;width:2.08px"> </div>environmental </div><div id="a35989" style="position:absolute;font-weight:normal;left:4.693px;top:225.5px;">liabilities of $</div><div id="a35989_16_2" style="position:absolute;font-weight:normal;left:82.454px;top:225.5px;">97 </div><div id="a35989_18_89" style="position:absolute;font-weight:normal;left:96.534px;top:225.5px;"><div style="display:inline-block;width:3.52px"> </div>million at December 31, 2019.<div style="display:inline-block;width:6.07px"> </div>The expected future undiscounted payments<div style="display:inline-block;width:1.9px"> </div>related to the </div><div id="a35995" style="position:absolute;font-weight:normal;left:4.693px;top:241.6px;">portion of the accrued environmental costs that<div style="display:inline-block;width:2.11px"> </div>have been discounted are: $</div><div id="a35995_75_2" style="position:absolute;font-weight:normal;left:427.414px;top:241.6px;">10 </div><div id="a35995_77_19" style="position:absolute;font-weight:normal;left:441.494px;top:241.6px;"><div style="display:inline-block;width:3.52px"> </div>million in 2020, $</div><div id="a35995_96_1" style="position:absolute;font-weight:normal;left:545.435px;top:241.6px;">7 </div><div id="a35995_97_12" style="position:absolute;font-weight:normal;left:552.475px;top:241.6px;"><div style="display:inline-block;width:3.52px"> </div>million in </div><div id="a35998" style="position:absolute;font-weight:normal;left:4.693px;top:257.6px;">2021, $</div><div id="a35998_7_2" style="position:absolute;font-weight:normal;left:46.773px;top:257.6px;">10 </div><div id="a35998_9_19" style="position:absolute;font-weight:normal;left:60.853px;top:257.6px;"><div style="display:inline-block;width:3.52px"> </div>million in 2022, $</div><div id="a35998_28_1" style="position:absolute;font-weight:normal;left:164.528px;top:257.6px;">3 </div><div id="a35998_29_19" style="position:absolute;font-weight:normal;left:171.568px;top:257.6px;"><div style="display:inline-block;width:3.52px"> </div>million in 2023, $</div><div id="a35998_48_1" style="position:absolute;font-weight:normal;left:275.608px;top:257.6px;">2 </div><div id="a35998_49_23" style="position:absolute;font-weight:normal;left:282.488px;top:257.6px;"><div style="display:inline-block;width:3.52px"> </div>million in 2024, and $</div><div id="a35998_72_3" style="position:absolute;font-weight:normal;left:410.035px;top:257.6px;">108 </div><div id="a35998_75_30" style="position:absolute;font-weight:normal;left:431.155px;top:257.6px;"><div style="display:inline-block;width:3.52px"> </div>million for all future years </div><div id="a36008" style="position:absolute;font-weight:normal;left:4.693px;top:273.8px;">after 2024. </div></div> 6206000000 7908000000 171000000 178000000 6377000000 8086000000 -1025000000 -398000000 5352000000 7688000000 741000000 <div id="TextBlockContainer769" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:635px;height:209px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a35830" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">During 2019 and 2018, our overall ARO changed<div style="display:inline-block;width:2.08px"> </div>as follows:</div><div id="a35839" style="position:absolute;font-weight:normal;left:511.155px;top:30.1px;">Millions of Dollars</div><div id="a35842" style="position:absolute;font-weight:bold;left:536.795px;top:46.9px;">2019</div><div id="a35845" style="position:absolute;font-weight:normal;left:601.755px;top:46.9px;">2018</div><div id="a35852" style="position:absolute;font-weight:normal;left:4.693px;top:78.9px;">Balance at January 1</div><div id="a35854" style="position:absolute;font-weight:bold;left:499.795px;top:78.9px;">$</div><div id="a35856" style="position:absolute;font-weight:bold;left:529.275px;top:78.9px;">7,908 </div><div id="a35859" style="position:absolute;font-weight:normal;left:594.235px;top:78.9px;">7,798 </div><div id="a35861" style="position:absolute;font-weight:normal;left:4.693px;top:95px;">Accretion of discount</div><div id="a35864" style="position:absolute;font-weight:bold;left:539.835px;top:95px;">322 </div><div id="a35867" style="position:absolute;font-weight:normal;left:604.795px;top:95px;">348 </div><div id="a35869" style="position:absolute;font-weight:normal;left:4.693px;top:111px;">New obligations</div><div id="a35872" style="position:absolute;font-weight:bold;left:539.835px;top:111px;">155 </div><div id="a35875" style="position:absolute;font-weight:normal;left:604.795px;top:111px;">657 </div><div id="a35877" style="position:absolute;font-weight:normal;left:4.693px;top:127.2px;">Changes in estimates of existing obligations</div><div id="a35880" style="position:absolute;font-weight:bold;left:546.715px;top:127.2px;">50 </div><div id="a35883" style="position:absolute;font-weight:normal;left:599.355px;top:127.2px;">(266) </div><div id="a35885" style="position:absolute;font-weight:normal;left:4.693px;top:143.4px;">Spending on existing obligations</div><div id="a35888" style="position:absolute;font-weight:bold;left:534.395px;top:143.4px;">(229) </div><div id="a35891" style="position:absolute;font-weight:normal;left:599.355px;top:143.4px;">(228) </div><div id="a35893" style="position:absolute;font-weight:normal;left:4.693px;top:159.4px;">Property dispositions</div><div id="a35896" style="position:absolute;font-weight:bold;left:523.955px;top:159.4px;">(1,920) </div><div id="a35899" style="position:absolute;font-weight:normal;left:599.355px;top:159.4px;">(161) </div><div id="a35901" style="position:absolute;font-weight:normal;left:4.693px;top:175.6px;">Foreign currency translation</div><div id="a35904" style="position:absolute;font-weight:bold;left:541.435px;top:175.6px;">(80) </div><div id="a35907" style="position:absolute;font-weight:normal;left:599.355px;top:175.6px;">(240) </div><div id="a35909" style="position:absolute;font-weight:normal;left:4.693px;top:192.4px;">Balance at December 31</div><div id="a35911" style="position:absolute;font-weight:bold;left:499.795px;top:192.4px;">$</div><div id="a35913" style="position:absolute;font-weight:bold;left:529.275px;top:192.4px;">6,206 </div><div id="a35916" style="position:absolute;font-weight:normal;left:594.235px;top:192.4px;">7,908 </div></div> 7908000000 7798000000 322000000 348000000 155000000 657000000 -50000000 266000000 229000000 228000000 1920000000 161000000 80000000 240000000 6206000000 7908000000 171000000 178000000 112000000 100000000 47000000 67000000 12000000 11000000 P30Y 0.05 97000000 10000000 7000000 10000000 3000000 2000000 108000000 <div id="TextBlockContainer776" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:635px;height:707px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="div_774_XBRL_CS_d836123339734a948bd782d9a9dedabf" style="position:absolute;left:0px;top:0px;float:left;"><div id="TextBlockContainer775" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:635px;height:707px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a36016" style="position:absolute;font-weight:bold;left:4.693px;top:0px;">Note 11—Debt </div><div id="a36031" style="position:absolute;font-weight:normal;left:4.693px;top:28px;">Long-term debt at December 31 was:</div><div id="a36037" style="position:absolute;font-weight:normal;left:499.155px;top:44px;">Millions of Dollars</div><div id="a36041" style="position:absolute;font-weight:bold;left:525.875px;top:60.7px;">2019</div><div id="a36044" style="position:absolute;font-weight:normal;left:601.915px;top:60.7px;">2018</div><div id="a36052" style="position:absolute;font-weight:normal;left:4.693px;top:92.8px;">9.125% Debentures due 2021</div><div id="a36054" style="position:absolute;font-weight:bold;left:475.795px;top:92.8px;">$</div><div id="a36056" style="position:absolute;font-weight:bold;left:528.955px;top:92.8px;">123 </div><div id="a36059" style="position:absolute;font-weight:normal;left:604.955px;top:92.8px;">123 </div><div id="a36061" style="position:absolute;font-weight:normal;left:4.693px;top:109px;">8.20% Debentures due 2025</div><div id="a36064" style="position:absolute;font-weight:bold;left:528.955px;top:109px;">134 </div><div id="a36067" style="position:absolute;font-weight:normal;left:604.955px;top:109px;">134 </div><div id="a36069" style="position:absolute;font-weight:normal;left:4.693px;top:125px;">8.125% Notes due 2030</div><div id="a36072" style="position:absolute;font-weight:bold;left:528.955px;top:125px;">390 </div><div id="a36075" style="position:absolute;font-weight:normal;left:604.955px;top:125px;">390 </div><div id="a36077" style="position:absolute;font-weight:normal;left:4.693px;top:141.1px;">7.9% Debentures due 2047</div><div id="a36080" style="position:absolute;font-weight:bold;left:535.835px;top:141.1px;">60 </div><div id="a36083" style="position:absolute;font-weight:normal;left:611.835px;top:141.1px;">60 </div><div id="a36085" style="position:absolute;font-weight:normal;left:4.693px;top:157.1px;">7.8% Debentures due 2027</div><div id="a36088" style="position:absolute;font-weight:bold;left:528.955px;top:157.1px;">203 </div><div id="a36091" style="position:absolute;font-weight:normal;left:604.955px;top:157.1px;">203 </div><div id="a36093" style="position:absolute;font-weight:normal;left:4.693px;top:173.3px;">7.65% Debentures due 2023</div><div id="a36096" style="position:absolute;font-weight:bold;left:535.835px;top:173.3px;">78 </div><div id="a36099" style="position:absolute;font-weight:normal;left:611.835px;top:173.3px;">78 </div><div id="a36101" style="position:absolute;font-weight:normal;left:4.693px;top:189.5px;">7.40% Notes due 2031</div><div id="a36104" style="position:absolute;font-weight:bold;left:528.955px;top:189.5px;">500 </div><div id="a36107" style="position:absolute;font-weight:normal;left:604.955px;top:189.5px;">500 </div><div id="a36109" style="position:absolute;font-weight:normal;left:4.693px;top:205.5px;">7.375% Debentures due 2029</div><div id="a36112" style="position:absolute;font-weight:bold;left:535.835px;top:205.5px;">92 </div><div id="a36115" style="position:absolute;font-weight:normal;left:611.835px;top:205.5px;">92 </div><div id="a36117" style="position:absolute;font-weight:normal;left:4.693px;top:221.6px;">7.25% Notes due 2031</div><div id="a36120" style="position:absolute;font-weight:bold;left:528.955px;top:221.6px;">500 </div><div id="a36123" style="position:absolute;font-weight:normal;left:604.955px;top:221.6px;">500 </div><div id="a36125" style="position:absolute;font-weight:normal;left:4.693px;top:237.8px;">7.20% Notes due 2031</div><div id="a36128" style="position:absolute;font-weight:bold;left:528.955px;top:237.8px;">575 </div><div id="a36131" style="position:absolute;font-weight:normal;left:604.955px;top:237.8px;">575 </div><div id="a36133" style="position:absolute;font-weight:normal;left:4.693px;top:253.8px;">7% Debentures due 2029</div><div id="a36137" style="position:absolute;font-weight:bold;left:528.955px;top:253.8px;">200 </div><div id="a36140" style="position:absolute;font-weight:normal;left:604.955px;top:253.8px;">200 </div><div id="a36142" style="position:absolute;font-weight:normal;left:4.693px;top:270px;">6.95% Notes due 2029</div><div id="a36145" style="position:absolute;font-weight:bold;left:518.355px;top:270px;">1,549 </div><div id="a36148" style="position:absolute;font-weight:normal;left:594.395px;top:270px;">1,549 </div><div id="a36150" style="position:absolute;font-weight:normal;left:4.693px;top:286px;">6.875% Debentures due 2026</div><div id="a36153" style="position:absolute;font-weight:bold;left:535.835px;top:286px;">67 </div><div id="a36156" style="position:absolute;font-weight:normal;left:611.835px;top:286px;">67 </div><div id="a36158" style="position:absolute;font-weight:normal;left:4.693px;top:302.1px;">6.50% Notes due 2039</div><div id="a36161" style="position:absolute;font-weight:bold;left:518.355px;top:302.1px;">2,750 </div><div id="a36164" style="position:absolute;font-weight:normal;left:594.395px;top:302.1px;">2,750 </div><div id="a36166" style="position:absolute;font-weight:normal;left:4.693px;top:318.3px;">5.951% Notes due 2037</div><div id="a36169" style="position:absolute;font-weight:bold;left:528.955px;top:318.3px;">645 </div><div id="a36172" style="position:absolute;font-weight:normal;left:604.955px;top:318.3px;">645 </div><div id="a36174" style="position:absolute;font-weight:normal;left:4.693px;top:334.3px;">5.95% Notes due 2036</div><div id="a36177" style="position:absolute;font-weight:bold;left:528.955px;top:334.3px;">500 </div><div id="a36180" style="position:absolute;font-weight:normal;left:604.955px;top:334.3px;">500 </div><div id="a36182" style="position:absolute;font-weight:normal;left:4.693px;top:350.5px;">5.95% Notes due 2046</div><div id="a36185" style="position:absolute;font-weight:bold;left:528.955px;top:350.5px;">500 </div><div id="a36188" style="position:absolute;font-weight:normal;left:604.955px;top:350.5px;">500 </div><div id="a36190" style="position:absolute;font-weight:normal;left:4.693px;top:366.5px;">5.90% Notes due 2032</div><div id="a36194" style="position:absolute;font-weight:bold;left:528.955px;top:366.5px;">505 </div><div id="a36197" style="position:absolute;font-weight:normal;left:604.955px;top:366.5px;">505 </div><div id="a36199" style="position:absolute;font-weight:normal;left:4.693px;top:382.6px;">5.90% Notes due 2038</div><div id="a36202" style="position:absolute;font-weight:bold;left:528.955px;top:382.6px;">600 </div><div id="a36205" style="position:absolute;font-weight:normal;left:604.955px;top:382.6px;">600 </div><div id="a36207" style="position:absolute;font-weight:normal;left:4.693px;top:398.8px;">4.95% Notes due 2026</div><div id="a36210" style="position:absolute;font-weight:bold;left:518.355px;top:398.8px;">1,250 </div><div id="a36213" style="position:absolute;font-weight:normal;left:594.395px;top:398.8px;">1,250 </div><div id="a36215" style="position:absolute;font-weight:normal;left:4.693px;top:414.8px;">4.30% Notes due 2044</div><div id="a36218" style="position:absolute;font-weight:bold;left:528.955px;top:414.8px;">750 </div><div id="a36221" style="position:absolute;font-weight:normal;left:604.955px;top:414.8px;">750 </div><div id="a36223" style="position:absolute;font-weight:normal;left:4.693px;top:430.9px;">4.15% Notes due 2034</div><div id="a36226" style="position:absolute;font-weight:bold;left:528.955px;top:430.9px;">246 </div><div id="a36229" style="position:absolute;font-weight:normal;left:604.955px;top:430.9px;">246 </div><div id="a36231" style="position:absolute;font-weight:normal;left:4.693px;top:447.1px;">3.35% Notes due 2024</div><div id="a36234" style="position:absolute;font-weight:bold;left:528.955px;top:447.1px;">426 </div><div id="a36237" style="position:absolute;font-weight:normal;left:604.955px;top:447.1px;">426 </div><div id="a36239" style="position:absolute;font-weight:normal;left:4.693px;top:463.1px;">3.35% Notes due 2025</div><div id="a36242" style="position:absolute;font-weight:bold;left:528.955px;top:463.1px;">199 </div><div id="a36245" style="position:absolute;font-weight:normal;left:604.955px;top:463.1px;">199 </div><div id="a36247" style="position:absolute;font-weight:normal;left:4.693px;top:479.3px;">2.4% Notes due 2022</div><div id="a36250" style="position:absolute;font-weight:bold;left:528.955px;top:479.3px;">329 </div><div id="a36253" style="position:absolute;font-weight:normal;left:604.955px;top:479.3px;">329 </div><div id="a36255" style="position:absolute;font-weight:normal;left:4.693px;top:495.3px;">Floating rate notes due 2022 at </div><div id="a36255_32_4" style="position:absolute;font-weight:normal;left:181.174px;top:495.3px;">2.81 </div><div id="a36255_36_4" style="position:absolute;font-weight:normal;left:205.814px;top:495.3px;">% – </div><div id="a36255_40_4" style="position:absolute;font-weight:normal;left:231.448px;top:495.3px;">3.58 </div><div id="a36255_44_18" style="position:absolute;font-weight:normal;left:256.088px;top:495.3px;">% during 2019 and </div><div id="a36265_1_4" style="position:absolute;font-weight:normal;left:18.293px;top:511.6px;">2.32 </div><div id="a36265_5_4" style="position:absolute;font-weight:normal;left:42.933px;top:511.6px;">% – </div><div id="a36265_9_4" style="position:absolute;font-weight:normal;left:68.528px;top:511.6px;">3.52 </div><div id="a36265_13_13" style="position:absolute;font-weight:normal;left:93.008px;top:511.6px;">% during 2018</div><div id="a36271" style="position:absolute;font-weight:bold;left:528.955px;top:511.6px;">500 </div><div id="a36274" style="position:absolute;font-weight:normal;left:604.955px;top:511.6px;">500 </div><div id="a36276" style="position:absolute;font-weight:normal;left:4.693px;top:527.8px;">Industrial Development Bonds due 2035 at </div><div id="a36276_41_4" style="position:absolute;font-weight:normal;left:249.014px;top:527.8px;">1.08 </div><div id="a36276_45_4" style="position:absolute;font-weight:normal;left:273.494px;top:527.8px;">% – </div><div id="a36276_49_4" style="position:absolute;font-weight:normal;left:299.128px;top:527.8px;">2.45 </div><div id="a36276_53_18" style="position:absolute;font-weight:normal;left:323.608px;top:527.8px;">% during 2019 and </div><div id="a36286_1_4" style="position:absolute;font-weight:normal;left:18.293px;top:543.8px;">0.95 </div><div id="a36286_5_4" style="position:absolute;font-weight:normal;left:42.933px;top:543.8px;">% – </div><div id="a36286_9_4" style="position:absolute;font-weight:normal;left:68.528px;top:543.8px;">1.86 </div><div id="a36286_13_13" style="position:absolute;font-weight:normal;left:93.008px;top:543.8px;">% during 2018</div><div id="a36293" style="position:absolute;font-weight:bold;left:535.835px;top:543.8px;">18 </div><div id="a36296" style="position:absolute;font-weight:normal;left:611.835px;top:543.8px;">18 </div><div id="a36298" style="position:absolute;font-weight:normal;left:4.693px;top:559.9px;">Marine Terminal Revenue Refunding Bonds due 2031 at </div><div id="a36298_52_4" style="position:absolute;font-weight:normal;left:326.774px;top:559.9px;">1.08 </div><div id="a36298_56_4" style="position:absolute;font-weight:normal;left:351.414px;top:559.9px;">% – </div><div id="a36298_60_4" style="position:absolute;font-weight:normal;left:377.075px;top:559.9px;">2.45 </div><div id="a36298_64_8" style="position:absolute;font-weight:normal;left:401.715px;top:559.9px;">% during</div><div id="a36308" style="position:absolute;font-weight:normal;left:14.773px;top:576.1px;"><div style="display:inline-block;width:3.52px"> </div>2019 and </div><div id="a36308_10_4" style="position:absolute;font-weight:normal;left:73.653px;top:576.1px;">0.88 </div><div id="a36308_14_4" style="position:absolute;font-weight:normal;left:98.133px;top:576.1px;">% – </div><div id="a36308_18_4" style="position:absolute;font-weight:normal;left:123.728px;top:576.1px;">1.95 </div><div id="a36308_22_13" style="position:absolute;font-weight:normal;left:148.368px;top:576.1px;">% during 2018</div><div id="a36315" style="position:absolute;font-weight:bold;left:528.955px;top:576.1px;">265 </div><div id="a36318" style="position:absolute;font-weight:normal;left:604.955px;top:576.1px;">265 </div><div id="a36320" style="position:absolute;font-weight:normal;left:4.693px;top:592.1px;">Other</div><div id="a36323" style="position:absolute;font-weight:bold;left:535.835px;top:592.1px;">17 </div><div id="a36326" style="position:absolute;font-weight:normal;left:611.835px;top:592.1px;">17 </div><div id="a36328" style="position:absolute;font-weight:normal;left:4.693px;top:608.9px;">Debt at face value</div><div id="a36331" style="position:absolute;font-weight:bold;left:511.315px;top:608.9px;">13,971 </div><div id="a36334" style="position:absolute;font-weight:normal;left:587.355px;top:608.9px;">13,971 </div><div id="a36336" style="position:absolute;font-weight:normal;left:4.693px;top:625.1px;">Finance leases</div><div id="a36339" style="position:absolute;font-weight:bold;left:528.955px;top:625.1px;">720 </div><div id="a36342" style="position:absolute;font-weight:normal;left:604.955px;top:625.1px;">777 </div><div id="a36344" style="position:absolute;font-weight:normal;left:4.693px;top:641.1px;">Net unamortized premiums, discounts and<div style="display:inline-block;width:2.18px"> </div>debt issuance costs</div><div id="a36348" style="position:absolute;font-weight:bold;left:528.955px;top:641.1px;">204 </div><div id="a36351" style="position:absolute;font-weight:normal;left:604.955px;top:641.1px;">220 </div><div id="a36353" style="position:absolute;font-weight:normal;left:4.693px;top:657.9px;">Total debt</div><div id="a36356" style="position:absolute;font-weight:bold;left:511.315px;top:657.9px;">14,895 </div><div id="a36359" style="position:absolute;font-weight:normal;left:587.355px;top:657.9px;">14,968 </div><div id="a36361" style="position:absolute;font-weight:normal;left:4.693px;top:674px;">Short-term debt</div><div id="a36366" style="position:absolute;font-weight:bold;left:523.475px;top:674px;">(105) </div><div id="a36369" style="position:absolute;font-weight:normal;left:599.515px;top:674px;">(112) </div><div id="a36371" style="position:absolute;font-weight:normal;left:4.693px;top:690.7px;">Long-term debt</div><div id="a36375" style="position:absolute;font-weight:bold;left:475.795px;top:690.7px;">$</div><div id="a36377" style="position:absolute;font-weight:bold;left:511.315px;top:690.7px;">14,790 </div><div id="a36380" style="position:absolute;font-weight:normal;left:587.355px;top:690.7px;">14,856 </div></div></div></div> <div id="TextBlockContainer775" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:635px;height:707px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a36016" style="position:absolute;font-weight:bold;left:4.693px;top:0px;">Note 11—Debt </div><div id="a36031" style="position:absolute;font-weight:normal;left:4.693px;top:28px;">Long-term debt at December 31 was:</div><div id="a36037" style="position:absolute;font-weight:normal;left:499.155px;top:44px;">Millions of Dollars</div><div id="a36041" style="position:absolute;font-weight:bold;left:525.875px;top:60.7px;">2019</div><div id="a36044" style="position:absolute;font-weight:normal;left:601.915px;top:60.7px;">2018</div><div id="a36052" style="position:absolute;font-weight:normal;left:4.693px;top:92.8px;">9.125% Debentures due 2021</div><div id="a36054" style="position:absolute;font-weight:bold;left:475.795px;top:92.8px;">$</div><div id="a36056" style="position:absolute;font-weight:bold;left:528.955px;top:92.8px;">123 </div><div id="a36059" style="position:absolute;font-weight:normal;left:604.955px;top:92.8px;">123 </div><div id="a36061" style="position:absolute;font-weight:normal;left:4.693px;top:109px;">8.20% Debentures due 2025</div><div id="a36064" style="position:absolute;font-weight:bold;left:528.955px;top:109px;">134 </div><div id="a36067" style="position:absolute;font-weight:normal;left:604.955px;top:109px;">134 </div><div id="a36069" style="position:absolute;font-weight:normal;left:4.693px;top:125px;">8.125% Notes due 2030</div><div id="a36072" style="position:absolute;font-weight:bold;left:528.955px;top:125px;">390 </div><div id="a36075" style="position:absolute;font-weight:normal;left:604.955px;top:125px;">390 </div><div id="a36077" style="position:absolute;font-weight:normal;left:4.693px;top:141.1px;">7.9% Debentures due 2047</div><div id="a36080" style="position:absolute;font-weight:bold;left:535.835px;top:141.1px;">60 </div><div id="a36083" style="position:absolute;font-weight:normal;left:611.835px;top:141.1px;">60 </div><div id="a36085" style="position:absolute;font-weight:normal;left:4.693px;top:157.1px;">7.8% Debentures due 2027</div><div id="a36088" style="position:absolute;font-weight:bold;left:528.955px;top:157.1px;">203 </div><div id="a36091" style="position:absolute;font-weight:normal;left:604.955px;top:157.1px;">203 </div><div id="a36093" style="position:absolute;font-weight:normal;left:4.693px;top:173.3px;">7.65% Debentures due 2023</div><div id="a36096" style="position:absolute;font-weight:bold;left:535.835px;top:173.3px;">78 </div><div id="a36099" style="position:absolute;font-weight:normal;left:611.835px;top:173.3px;">78 </div><div id="a36101" style="position:absolute;font-weight:normal;left:4.693px;top:189.5px;">7.40% Notes due 2031</div><div id="a36104" style="position:absolute;font-weight:bold;left:528.955px;top:189.5px;">500 </div><div id="a36107" style="position:absolute;font-weight:normal;left:604.955px;top:189.5px;">500 </div><div id="a36109" style="position:absolute;font-weight:normal;left:4.693px;top:205.5px;">7.375% Debentures due 2029</div><div id="a36112" style="position:absolute;font-weight:bold;left:535.835px;top:205.5px;">92 </div><div id="a36115" style="position:absolute;font-weight:normal;left:611.835px;top:205.5px;">92 </div><div id="a36117" style="position:absolute;font-weight:normal;left:4.693px;top:221.6px;">7.25% Notes due 2031</div><div id="a36120" style="position:absolute;font-weight:bold;left:528.955px;top:221.6px;">500 </div><div id="a36123" style="position:absolute;font-weight:normal;left:604.955px;top:221.6px;">500 </div><div id="a36125" style="position:absolute;font-weight:normal;left:4.693px;top:237.8px;">7.20% Notes due 2031</div><div id="a36128" style="position:absolute;font-weight:bold;left:528.955px;top:237.8px;">575 </div><div id="a36131" style="position:absolute;font-weight:normal;left:604.955px;top:237.8px;">575 </div><div id="a36133" style="position:absolute;font-weight:normal;left:4.693px;top:253.8px;">7% Debentures due 2029</div><div id="a36137" style="position:absolute;font-weight:bold;left:528.955px;top:253.8px;">200 </div><div id="a36140" style="position:absolute;font-weight:normal;left:604.955px;top:253.8px;">200 </div><div id="a36142" style="position:absolute;font-weight:normal;left:4.693px;top:270px;">6.95% Notes due 2029</div><div id="a36145" style="position:absolute;font-weight:bold;left:518.355px;top:270px;">1,549 </div><div id="a36148" style="position:absolute;font-weight:normal;left:594.395px;top:270px;">1,549 </div><div id="a36150" style="position:absolute;font-weight:normal;left:4.693px;top:286px;">6.875% Debentures due 2026</div><div id="a36153" style="position:absolute;font-weight:bold;left:535.835px;top:286px;">67 </div><div id="a36156" style="position:absolute;font-weight:normal;left:611.835px;top:286px;">67 </div><div id="a36158" style="position:absolute;font-weight:normal;left:4.693px;top:302.1px;">6.50% Notes due 2039</div><div id="a36161" style="position:absolute;font-weight:bold;left:518.355px;top:302.1px;">2,750 </div><div id="a36164" style="position:absolute;font-weight:normal;left:594.395px;top:302.1px;">2,750 </div><div id="a36166" style="position:absolute;font-weight:normal;left:4.693px;top:318.3px;">5.951% Notes due 2037</div><div id="a36169" style="position:absolute;font-weight:bold;left:528.955px;top:318.3px;">645 </div><div id="a36172" style="position:absolute;font-weight:normal;left:604.955px;top:318.3px;">645 </div><div id="a36174" style="position:absolute;font-weight:normal;left:4.693px;top:334.3px;">5.95% Notes due 2036</div><div id="a36177" style="position:absolute;font-weight:bold;left:528.955px;top:334.3px;">500 </div><div id="a36180" style="position:absolute;font-weight:normal;left:604.955px;top:334.3px;">500 </div><div id="a36182" style="position:absolute;font-weight:normal;left:4.693px;top:350.5px;">5.95% Notes due 2046</div><div id="a36185" style="position:absolute;font-weight:bold;left:528.955px;top:350.5px;">500 </div><div id="a36188" style="position:absolute;font-weight:normal;left:604.955px;top:350.5px;">500 </div><div id="a36190" style="position:absolute;font-weight:normal;left:4.693px;top:366.5px;">5.90% Notes due 2032</div><div id="a36194" style="position:absolute;font-weight:bold;left:528.955px;top:366.5px;">505 </div><div id="a36197" style="position:absolute;font-weight:normal;left:604.955px;top:366.5px;">505 </div><div id="a36199" style="position:absolute;font-weight:normal;left:4.693px;top:382.6px;">5.90% Notes due 2038</div><div id="a36202" style="position:absolute;font-weight:bold;left:528.955px;top:382.6px;">600 </div><div id="a36205" style="position:absolute;font-weight:normal;left:604.955px;top:382.6px;">600 </div><div id="a36207" style="position:absolute;font-weight:normal;left:4.693px;top:398.8px;">4.95% Notes due 2026</div><div id="a36210" style="position:absolute;font-weight:bold;left:518.355px;top:398.8px;">1,250 </div><div id="a36213" style="position:absolute;font-weight:normal;left:594.395px;top:398.8px;">1,250 </div><div id="a36215" style="position:absolute;font-weight:normal;left:4.693px;top:414.8px;">4.30% Notes due 2044</div><div id="a36218" style="position:absolute;font-weight:bold;left:528.955px;top:414.8px;">750 </div><div id="a36221" style="position:absolute;font-weight:normal;left:604.955px;top:414.8px;">750 </div><div id="a36223" style="position:absolute;font-weight:normal;left:4.693px;top:430.9px;">4.15% Notes due 2034</div><div id="a36226" style="position:absolute;font-weight:bold;left:528.955px;top:430.9px;">246 </div><div id="a36229" style="position:absolute;font-weight:normal;left:604.955px;top:430.9px;">246 </div><div id="a36231" style="position:absolute;font-weight:normal;left:4.693px;top:447.1px;">3.35% Notes due 2024</div><div id="a36234" style="position:absolute;font-weight:bold;left:528.955px;top:447.1px;">426 </div><div id="a36237" style="position:absolute;font-weight:normal;left:604.955px;top:447.1px;">426 </div><div id="a36239" style="position:absolute;font-weight:normal;left:4.693px;top:463.1px;">3.35% Notes due 2025</div><div id="a36242" style="position:absolute;font-weight:bold;left:528.955px;top:463.1px;">199 </div><div id="a36245" style="position:absolute;font-weight:normal;left:604.955px;top:463.1px;">199 </div><div id="a36247" style="position:absolute;font-weight:normal;left:4.693px;top:479.3px;">2.4% Notes due 2022</div><div id="a36250" style="position:absolute;font-weight:bold;left:528.955px;top:479.3px;">329 </div><div id="a36253" style="position:absolute;font-weight:normal;left:604.955px;top:479.3px;">329 </div><div id="a36255" style="position:absolute;font-weight:normal;left:4.693px;top:495.3px;">Floating rate notes due 2022 at </div><div id="a36255_32_4" style="position:absolute;font-weight:normal;left:181.174px;top:495.3px;">2.81 </div><div id="a36255_36_4" style="position:absolute;font-weight:normal;left:205.814px;top:495.3px;">% – </div><div id="a36255_40_4" style="position:absolute;font-weight:normal;left:231.448px;top:495.3px;">3.58 </div><div id="a36255_44_18" style="position:absolute;font-weight:normal;left:256.088px;top:495.3px;">% during 2019 and </div><div id="a36265_1_4" style="position:absolute;font-weight:normal;left:18.293px;top:511.6px;">2.32 </div><div id="a36265_5_4" style="position:absolute;font-weight:normal;left:42.933px;top:511.6px;">% – </div><div id="a36265_9_4" style="position:absolute;font-weight:normal;left:68.528px;top:511.6px;">3.52 </div><div id="a36265_13_13" style="position:absolute;font-weight:normal;left:93.008px;top:511.6px;">% during 2018</div><div id="a36271" style="position:absolute;font-weight:bold;left:528.955px;top:511.6px;">500 </div><div id="a36274" style="position:absolute;font-weight:normal;left:604.955px;top:511.6px;">500 </div><div id="a36276" style="position:absolute;font-weight:normal;left:4.693px;top:527.8px;">Industrial Development Bonds due 2035 at </div><div id="a36276_41_4" style="position:absolute;font-weight:normal;left:249.014px;top:527.8px;">1.08 </div><div id="a36276_45_4" style="position:absolute;font-weight:normal;left:273.494px;top:527.8px;">% – </div><div id="a36276_49_4" style="position:absolute;font-weight:normal;left:299.128px;top:527.8px;">2.45 </div><div id="a36276_53_18" style="position:absolute;font-weight:normal;left:323.608px;top:527.8px;">% during 2019 and </div><div id="a36286_1_4" style="position:absolute;font-weight:normal;left:18.293px;top:543.8px;">0.95 </div><div id="a36286_5_4" style="position:absolute;font-weight:normal;left:42.933px;top:543.8px;">% – </div><div id="a36286_9_4" style="position:absolute;font-weight:normal;left:68.528px;top:543.8px;">1.86 </div><div id="a36286_13_13" style="position:absolute;font-weight:normal;left:93.008px;top:543.8px;">% during 2018</div><div id="a36293" style="position:absolute;font-weight:bold;left:535.835px;top:543.8px;">18 </div><div id="a36296" style="position:absolute;font-weight:normal;left:611.835px;top:543.8px;">18 </div><div id="a36298" style="position:absolute;font-weight:normal;left:4.693px;top:559.9px;">Marine Terminal Revenue Refunding Bonds due 2031 at </div><div id="a36298_52_4" style="position:absolute;font-weight:normal;left:326.774px;top:559.9px;">1.08 </div><div id="a36298_56_4" style="position:absolute;font-weight:normal;left:351.414px;top:559.9px;">% – </div><div id="a36298_60_4" style="position:absolute;font-weight:normal;left:377.075px;top:559.9px;">2.45 </div><div id="a36298_64_8" style="position:absolute;font-weight:normal;left:401.715px;top:559.9px;">% during</div><div id="a36308" style="position:absolute;font-weight:normal;left:14.773px;top:576.1px;"><div style="display:inline-block;width:3.52px"> </div>2019 and </div><div id="a36308_10_4" style="position:absolute;font-weight:normal;left:73.653px;top:576.1px;">0.88 </div><div id="a36308_14_4" style="position:absolute;font-weight:normal;left:98.133px;top:576.1px;">% – </div><div id="a36308_18_4" style="position:absolute;font-weight:normal;left:123.728px;top:576.1px;">1.95 </div><div id="a36308_22_13" style="position:absolute;font-weight:normal;left:148.368px;top:576.1px;">% during 2018</div><div id="a36315" style="position:absolute;font-weight:bold;left:528.955px;top:576.1px;">265 </div><div id="a36318" style="position:absolute;font-weight:normal;left:604.955px;top:576.1px;">265 </div><div id="a36320" style="position:absolute;font-weight:normal;left:4.693px;top:592.1px;">Other</div><div id="a36323" style="position:absolute;font-weight:bold;left:535.835px;top:592.1px;">17 </div><div id="a36326" style="position:absolute;font-weight:normal;left:611.835px;top:592.1px;">17 </div><div id="a36328" style="position:absolute;font-weight:normal;left:4.693px;top:608.9px;">Debt at face value</div><div id="a36331" style="position:absolute;font-weight:bold;left:511.315px;top:608.9px;">13,971 </div><div id="a36334" style="position:absolute;font-weight:normal;left:587.355px;top:608.9px;">13,971 </div><div id="a36336" style="position:absolute;font-weight:normal;left:4.693px;top:625.1px;">Finance leases</div><div id="a36339" style="position:absolute;font-weight:bold;left:528.955px;top:625.1px;">720 </div><div id="a36342" style="position:absolute;font-weight:normal;left:604.955px;top:625.1px;">777 </div><div id="a36344" style="position:absolute;font-weight:normal;left:4.693px;top:641.1px;">Net unamortized premiums, discounts and<div style="display:inline-block;width:2.18px"> </div>debt issuance costs</div><div id="a36348" style="position:absolute;font-weight:bold;left:528.955px;top:641.1px;">204 </div><div id="a36351" style="position:absolute;font-weight:normal;left:604.955px;top:641.1px;">220 </div><div id="a36353" style="position:absolute;font-weight:normal;left:4.693px;top:657.9px;">Total debt</div><div id="a36356" style="position:absolute;font-weight:bold;left:511.315px;top:657.9px;">14,895 </div><div id="a36359" style="position:absolute;font-weight:normal;left:587.355px;top:657.9px;">14,968 </div><div id="a36361" style="position:absolute;font-weight:normal;left:4.693px;top:674px;">Short-term debt</div><div id="a36366" style="position:absolute;font-weight:bold;left:523.475px;top:674px;">(105) </div><div id="a36369" style="position:absolute;font-weight:normal;left:599.515px;top:674px;">(112) </div><div id="a36371" style="position:absolute;font-weight:normal;left:4.693px;top:690.7px;">Long-term debt</div><div id="a36375" style="position:absolute;font-weight:bold;left:475.795px;top:690.7px;">$</div><div id="a36377" style="position:absolute;font-weight:bold;left:511.315px;top:690.7px;">14,790 </div><div id="a36380" style="position:absolute;font-weight:normal;left:587.355px;top:690.7px;">14,856 </div></div><div id="TextBlockContainer778" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:642px;height:484px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a36385" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">Maturities of long-term borrowings, inclusive<div style="display:inline-block;width:2.14px"> </div>of net unamortized premiums and discounts,<div style="display:inline-block;width:2.06px"> </div>in 2020 through </div><div id="a36390" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">2024 are: $</div><div id="a36390_11_3" style="position:absolute;font-weight:normal;left:67.728px;top:16px;">105 </div><div id="a36390_14_11" style="position:absolute;font-weight:normal;left:88.848px;top:16px;"><div style="display:inline-block;width:3.52px"> </div>million, $</div><div id="a36390_25_3" style="position:absolute;font-weight:normal;left:146.768px;top:16px;">235 </div><div id="a36390_28_11" style="position:absolute;font-weight:normal;left:167.568px;top:16px;"><div style="display:inline-block;width:3.52px"> </div>million, $</div><div id="a36390_39_3" style="position:absolute;font-weight:normal;left:225.528px;top:16px;">940 </div><div id="a36390_42_11" style="position:absolute;font-weight:normal;left:246.648px;top:16px;"><div style="display:inline-block;width:3.52px"> </div>million, $</div><div id="a36390_53_3" style="position:absolute;font-weight:normal;left:304.568px;top:16px;">198 </div><div id="a36390_56_14" style="position:absolute;font-weight:normal;left:325.688px;top:16px;"><div style="display:inline-block;width:3.36px"> </div>million and $</div><div id="a36390_70_3" style="position:absolute;font-weight:normal;left:403.795px;top:16px;">548 </div><div id="a36390_73_26" style="position:absolute;font-weight:normal;left:424.915px;top:16px;"><div style="display:inline-block;width:3.52px"> </div>million, respectively.<div style="display:inline-block;width:10.49px"> </div></div><div id="a36409" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;"> </div><div id="a36410" style="position:absolute;font-weight:normal;left:4.693px;top:48.2px;">We have a revolving credit facility totaling $</div><div id="a36410_46_3" style="position:absolute;font-weight:normal;left:256.248px;top:48.2px;">6.0 </div><div id="a36410_49_61" style="position:absolute;font-weight:normal;left:273.848px;top:48.2px;"><div style="display:inline-block;width:3.52px"> </div>billion with an expiration date of May 2023.<div style="display:inline-block;width:5.63px"> </div>Our revolving </div><div id="a36416" style="position:absolute;font-weight:normal;left:4.693px;top:64.3px;">credit facility may be used for direct bank borrowings,<div style="display:inline-block;width:1.88px"> </div>the issuance of letters of credit totaling<div style="display:inline-block;width:2.17px"> </div>up to $</div><div id="a36416_106_4" style="position:absolute;font-weight:normal;left:573.755px;top:64.3px;">500 </div><div id="a36419" style="position:absolute;font-weight:normal;left:4.693px;top:80.5px;">million, or as support for our commercial paper<div style="display:inline-block;width:2.16px"> </div>program.<div style="display:inline-block;width:6.58px"> </div>The revolving credit facility is broadly syndicated </div><div id="a36422" style="position:absolute;font-weight:normal;left:4.693px;top:96.5px;">among financial institutions and does not contain<div style="display:inline-block;width:2.02px"> </div>any material adverse change provisions or any covenants </div><div id="a36423" style="position:absolute;font-weight:normal;left:4.693px;top:112.7px;">requiring maintenance of specified financial<div style="display:inline-block;width:2.09px"> </div>ratios or credit ratings.<div style="display:inline-block;width:6.3px"> </div>The facility agreement contains a cross-</div><div id="a36425" style="position:absolute;font-weight:normal;left:4.693px;top:128.8px;">default provision relating to the failure to pay principal<div style="display:inline-block;width:1.85px"> </div>or interest on other debt obligations of $</div><div id="a36425_101_3" style="position:absolute;font-weight:normal;left:541.595px;top:128.8px;">200 </div><div id="a36425_104_12" style="position:absolute;font-weight:normal;left:562.555px;top:128.8px;"><div style="display:inline-block;width:3.52px"> </div>million or </div><div id="a36430" style="position:absolute;font-weight:normal;left:4.693px;top:144.8px;">more by ConocoPhillips, or any of its consolidated<div style="display:inline-block;width:2.06px"> </div>subsidiaries. </div><div id="a36432" style="position:absolute;font-weight:normal;left:4.693px;top:161px;"> </div><div id="a36433" style="position:absolute;font-weight:normal;left:4.693px;top:177px;">Credit facility borrowings may bear interest at<div style="display:inline-block;width:2.16px"> </div>a margin above rates offered by certain designated banks in the </div><div id="a36435" style="position:absolute;font-weight:normal;left:4.693px;top:193.1px;">London interbank market or at a margin above the overnight<div style="display:inline-block;width:1.95px"> </div>federal funds rate or prime rates offered by </div><div id="a36436" style="position:absolute;font-weight:normal;left:4.693px;top:209.3px;">certain designated banks in the U.S.<div style="display:inline-block;width:5.85px"> </div>The agreement calls for commitment fees<div style="display:inline-block;width:2.14px"> </div>on available, but unused, </div><div id="a36437" style="position:absolute;font-weight:normal;left:4.693px;top:225.3px;">amounts.<div style="display:inline-block;width:6.85px"> </div>The agreement also contains early termination<div style="display:inline-block;width:1.95px"> </div>rights if our current directors or their approved </div><div id="a36439" style="position:absolute;font-weight:normal;left:4.693px;top:241.5px;">successors cease to be a majority of the Board<div style="display:inline-block;width:2.15px"> </div>of Directors. </div><div id="a36441" style="position:absolute;font-weight:normal;left:4.693px;top:257.5px;"> </div><div id="a36442" style="position:absolute;font-weight:normal;left:4.693px;top:273.7px;">We have a $</div><div id="a36442_11_3" style="position:absolute;font-weight:normal;left:74.453px;top:273.7px;">6.0 </div><div id="a36442_14_94" style="position:absolute;font-weight:normal;left:91.893px;top:273.7px;"><div style="display:inline-block;width:3.52px"> </div>billion commercial paper program, which<div style="display:inline-block;width:2.16px"> </div>is primarily a funding source for short-term<div style="display:inline-block;width:2.18px"> </div>working </div><div id="a36450" style="position:absolute;font-weight:normal;left:4.693px;top:289.8px;">capital needs.<div style="display:inline-block;width:6.58px"> </div>Commercial paper maturities are generally<div style="display:inline-block;width:2.06px"> </div>limited to </div><div id="a36450_69_7" style="position:absolute;font-weight:normal;left:388.214px;top:289.8px;">90 days </div><div id="a36450_76_30" style="position:absolute;font-weight:normal;left:431.574px;top:289.8px;">.<div style="display:inline-block;width:7.04px"> </div>We had no commercial paper </div><div id="a36451" style="position:absolute;font-weight:normal;left:4.693px;top:305.8px;">outstanding in programs in place at December<div style="display:inline-block;width:2.15px"> </div>31, 2019 or December 31, 2018.<div style="display:inline-block;width:5.97px"> </div>We had </div><div id="a36451_84_2" style="position:absolute;font-weight:normal;left:501.235px;top:305.8px;-sec-ix-hidden:ID_3679;">no </div><div id="a36451_86_20" style="position:absolute;font-weight:normal;left:515.315px;top:305.8px;"><div style="display:inline-block;width:3.52px"> </div>direct outstanding </div><div id="a36460" style="position:absolute;font-weight:normal;left:4.693px;top:322px;">borrowings or letters of credit under the revolving<div style="display:inline-block;width:2.13px"> </div>credit facility at December 31, 2019 or December<div style="display:inline-block;width:2.01px"> </div>31, 2018.<div style="display:inline-block;width:6.72px"> </div></div><div id="a36469" style="position:absolute;font-weight:normal;left:4.693px;top:338.1px;">Since we had </div><div id="a36469_13_2" style="position:absolute;font-weight:normal;left:82.933px;top:338.1px;-sec-ix-hidden:ID_3533;">no </div><div id="a36469_15_84" style="position:absolute;font-weight:normal;left:97.013px;top:338.1px;"><div style="display:inline-block;width:3.52px"> </div>commercial paper outstanding and had issued<div style="display:inline-block;width:2px"> </div>no letters of credit, we had access to </div><div id="a36470" style="position:absolute;font-weight:normal;left:4.693px;top:354.1px;">$</div><div id="a36470_1_3" style="position:absolute;font-weight:normal;left:11.733px;top:354.1px;">6.0 </div><div id="a36470_4_89" style="position:absolute;font-weight:normal;left:29.333px;top:354.1px;"><div style="display:inline-block;width:3.52px"> </div>billion in borrowing capacity under our revolving<div style="display:inline-block;width:1.93px"> </div>credit facility at December 31, 2019. </div><div id="a36476" style="position:absolute;font-weight:normal;left:28.693px;top:370.3px;"> </div><div id="a36477" style="position:absolute;font-weight:normal;left:4.693px;top:386.3px;">At both December 31, 2019 and 2018, we had<div style="display:inline-block;width:2.12px"> </div>$</div><div id="a36477_44_3" style="position:absolute;font-weight:normal;left:273.528px;top:386.3px;-sec-ix-hidden:ID_2833;">283 </div><div id="a36477_47_55" style="position:absolute;font-weight:normal;left:294.488px;top:386.3px;"><div style="display:inline-block;width:3.52px"> </div>million of certain variable rate demand<div style="display:inline-block;width:2.12px"> </div>bonds (VRDBs) </div><div id="a36482" style="position:absolute;font-weight:normal;left:4.693px;top:402.5px;">outstanding which mature<div style="display:inline-block;width:2.87px"> </div>in 2035.<div style="display:inline-block;width:6.69px"> </div>The VRDBs are redeemable at the option of the<div style="display:inline-block;width:2.05px"> </div>bondholders on any </div><div id="a36490" style="position:absolute;font-weight:normal;left:4.693px;top:418.6px;">business day.<div style="display:inline-block;width:7.58px"> </div>If they are ever redeemed, we intend to refinance<div style="display:inline-block;width:2.04px"> </div>on a long-term basis, therefore, the VRDBs are </div><div id="a36497" style="position:absolute;font-weight:normal;left:4.693px;top:434.6px;">included in the “Long-term debt” line on our consolidated<div style="display:inline-block;width:1.76px"> </div>balance sheet.<div style="display:inline-block;width:13.59px"> </div></div><div id="a36501" style="position:absolute;font-weight:normal;left:4.693px;top:450.8px;"> </div><div id="a36502" style="position:absolute;font-weight:normal;left:4.693px;top:466.8px;">For additional information on Finance Leases,<div style="display:inline-block;width:2.14px"> </div>see Note 17</div><div id="a36505" style="position:absolute;font-weight:bold;left:333.368px;top:466.8px;">—</div><div id="a36506" style="position:absolute;font-weight:normal;left:347.288px;top:466.8px;">Non-Mineral Leases.<div style="display:inline-block;width:16.85px"> </div></div></div> 123000000 123000000 134000000 134000000 390000000 390000000 60000000 60000000 203000000 203000000 78000000 78000000 500000000 500000000 92000000 92000000 500000000 500000000 575000000 575000000 200000000 200000000 1549000000 1549000000 67000000 67000000 2750000000 2750000000 645000000 645000000 500000000 500000000 500000000 500000000 505000000 505000000 600000000 600000000 1250000000 1250000000 750000000 750000000 246000000 246000000 426000000 426000000 199000000 199000000 329000000 329000000 0.0281 0.0358 0.0232 0.0352 500000000 500000000 0.0108 0.0245 0.0095 0.0186 18000000 18000000 0.0108 0.0245 0.0088 0.0195 265000000 265000000 17000000 17000000 13971000000 13971000000 720000000 777000000 -204000000 -220000000 14895000000 14968000000 105000000 112000000 14790000000 14856000000 105000000 235000000 940000000 198000000 548000000 6000000000.0 500000000 200000000 6000000000.0 P90D 0 0 6000000000.0 283000000 <div id="TextBlockContainer780" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:637px;height:356px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a36513" style="position:absolute;font-weight:bold;left:4.693px;top:0px;">Note 12—Guarantees </div><div id="a36517" style="position:absolute;font-weight:normal;left:4.693px;top:16.2px;"> </div><div id="a36518" style="position:absolute;font-weight:normal;left:4.693px;top:32.3px;">At December 31, 2019, we were liable for certain<div style="display:inline-block;width:2.15px"> </div>contingent obligations under various contractual </div><div id="a36519" style="position:absolute;font-weight:normal;left:4.693px;top:48.3px;">arrangements as described below.<div style="display:inline-block;width:6.91px"> </div>We recognize a liability, at inception, for the fair value of our obligation as </div><div id="a36521" style="position:absolute;font-weight:normal;left:4.693px;top:64.5px;">a guarantor for newly issued or modified guarantees.<div style="display:inline-block;width:5.42px"> </div>Unless the carrying amount of the liability<div style="display:inline-block;width:1.96px"> </div>is noted </div><div id="a36522" style="position:absolute;font-weight:normal;left:4.693px;top:80.5px;">below, we have not recognized a liability because the fair value of the obligation<div style="display:inline-block;width:1.97px"> </div>is immaterial.<div style="display:inline-block;width:6.52px"> </div>In addition, </div><div id="a36524" style="position:absolute;font-weight:normal;left:4.693px;top:96.6px;">unless otherwise stated, we are not currently<div style="display:inline-block;width:2.16px"> </div>performing with any significance under the<div style="display:inline-block;width:2.18px"> </div>guarantee and expect </div><div id="a36525" style="position:absolute;font-weight:normal;left:4.693px;top:112.8px;">future performance to be either immaterial<div style="display:inline-block;width:1.97px"> </div>or have only a remote chance of occurrence. </div><div id="a36527" style="position:absolute;font-weight:normal;left:4.693px;top:128.8px;"> </div><div id="a36528" style="position:absolute;font-weight:bold;left:4.693px;top:145px;">APLNG Guarantees </div><div id="a36530" style="position:absolute;font-weight:normal;left:4.693px;top:161.1px;">At December 31, 2019, we had outstanding multiple<div style="display:inline-block;width:1.89px"> </div>guarantees in connection with our </div><div id="a36530_84_5" style="position:absolute;font-weight:normal;left:494.934px;top:161.1px;">37.5 </div><div id="a36530_89_18" style="position:absolute;font-weight:normal;left:523.094px;top:161.1px;">percent ownership </div><div id="a36531" style="position:absolute;font-weight:normal;left:4.693px;top:177.1px;">interest in APLNG.<div style="display:inline-block;width:6.43px"> </div>The following is a description of the guarantees<div style="display:inline-block;width:1.95px"> </div>with values calculated utilizing December </div><div id="a36532" style="position:absolute;font-weight:normal;left:4.693px;top:193.3px;">2019 exchange rates:<div style="display:inline-block;width:6.43px"> </div></div><div id="a36534" style="position:absolute;font-weight:normal;left:4.693px;top:209.3px;"> </div><div id="a36535" style="position:absolute;font-weight:normal;left:28.693px;top:226.4px;">●</div><div id="a36536" style="position:absolute;font-family:Arial;font-weight:normal;left:35.093px;top:226.3px;"> </div><div id="a36537" style="position:absolute;font-weight:normal;left:52.688px;top:226.4px;">During the third<div style="display:inline-block;width:3.04px"> </div>quarter of 2016, we issued a guarantee to facilitate<div style="display:inline-block;width:1.86px"> </div>the withdrawal of our pro-rata </div><div id="a36541" style="position:absolute;font-weight:normal;left:52.688px;top:242.6px;">portion of the funds in a project finance reserve<div style="display:inline-block;width:2.18px"> </div>account.<div style="display:inline-block;width:6.46px"> </div>We estimate the remaining term of this </div><div id="a36542" style="position:absolute;font-weight:normal;left:52.688px;top:258.6px;">guarantee is </div><div id="a36542_13_8" style="position:absolute;font-weight:normal;left:123.568px;top:258.6px;">11 years </div><div id="a36542_21_63" style="position:absolute;font-weight:normal;left:170.608px;top:258.6px;">.<div style="display:inline-block;width:6.88px"> </div>Our maximum exposure under this guarantee is<div style="display:inline-block;width:2.15px"> </div>approximately $</div><div id="a36542_84_3" style="position:absolute;font-weight:normal;left:542.035px;top:258.6px;">170 </div><div id="a36542_87_9" style="position:absolute;font-weight:normal;left:563.155px;top:258.6px;"><div style="display:inline-block;width:3.52px"> </div>million </div><div id="a36544" style="position:absolute;font-weight:normal;left:52.688px;top:274.8px;">and may become payable if an enforcement action<div style="display:inline-block;width:2.02px"> </div>is commenced by the project finance lenders </div><div id="a36545" style="position:absolute;font-weight:normal;left:52.688px;top:290.9px;">against APLNG.<div style="display:inline-block;width:6.46px"> </div>At December 31, 2019, the carrying value<div style="display:inline-block;width:2.11px"> </div>of this guarantee is approximately $</div><div id="a36545_93_3" style="position:absolute;font-weight:normal;left:593.008px;top:290.9px;">14 </div><div id="a36546" style="position:absolute;font-weight:normal;left:52.688px;top:306.9px;">million. </div><div id="a36548" style="position:absolute;font-weight:normal;left:52.688px;top:323.1px;"> </div><div id="a36549" style="position:absolute;font-weight:normal;left:52.688px;top:339.2px;"> </div></div><div id="TextBlockContainer782" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:640px;height:807px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a36553" style="position:absolute;font-weight:normal;left:28.693px;top:0px;">●</div><div id="a36554" style="position:absolute;font-family:Arial;font-weight:normal;left:35.093px;top:-0.1px;"> </div><div id="a36555" style="position:absolute;font-weight:normal;left:52.688px;top:0px;">In conjunction with our original purchase of an ownership<div style="display:inline-block;width:1.81px"> </div>interest in APLNG from Origin Energy in </div><div id="a36558" style="position:absolute;font-weight:normal;left:52.688px;top:16.2px;">October 2008, we agreed to reimburse Origin<div style="display:inline-block;width:2.15px"> </div>Energy for our share of the existing contingent liability </div><div id="a36559" style="position:absolute;font-weight:normal;left:52.688px;top:32.2px;">arising under guarantees of an existing obligation<div style="display:inline-block;width:2.08px"> </div>of APLNG to deliver natural gas under several<div style="display:inline-block;width:2.09px"> </div>sales </div><div id="a36562" style="position:absolute;font-weight:normal;left:52.688px;top:48.3px;">agreements with remaining terms of up to </div><div id="a36562_41_8" style="position:absolute;font-weight:normal;left:290.448px;top:48.3px;">22 years </div><div id="a36562_49_46" style="position:absolute;font-weight:normal;left:337.488px;top:48.3px;">.<div style="display:inline-block;width:6.88px"> </div>Our maximum potential liability for future </div><div id="a36563" style="position:absolute;font-weight:normal;left:52.688px;top:64.3px;">payments, or cost of volume delivery, under these guarantees is estimated<div style="display:inline-block;width:2.16px"> </div>to be $</div><div id="a36563_81_4" style="position:absolute;font-weight:normal;left:507.408px;top:64.3px;">780 </div><div id="a36563_85_10" style="position:absolute;font-weight:normal;left:531.728px;top:64.3px;">million ($</div><div id="a36563_95_4" style="position:absolute;font-weight:normal;left:587.249px;top:64.3px;">1.4 </div><div id="a36564" style="position:absolute;font-weight:normal;left:52.688px;top:80.5px;">billion in the event of intentional or reckless breach)<div style="display:inline-block;width:2.04px"> </div>and would become payable if APLNG fails<div style="display:inline-block;width:2.09px"> </div>to </div><div id="a36567" style="position:absolute;font-weight:normal;left:52.688px;top:96.7px;">meet its obligations under these agreements and<div style="display:inline-block;width:2.05px"> </div>the obligations cannot otherwise be mitigated.<div style="display:inline-block;width:5.49px"> </div>Future </div><div id="a36568" style="position:absolute;font-weight:normal;left:52.688px;top:112.7px;">payments are considered unlikely, as the payments, or cost of volume delivery, would only be </div><div id="a36569" style="position:absolute;font-weight:normal;left:52.688px;top:128.8px;">triggered<div style="display:inline-block;width:3.26px"> </div>if APLNG does not have enough natural gas to<div style="display:inline-block;width:2.06px"> </div>meet these sales commitments and if the co-</div><div id="a36572" style="position:absolute;font-weight:normal;left:52.688px;top:144.8px;">venturers do not make necessary equity contributions<div style="display:inline-block;width:1.95px"> </div>into APLNG. </div><div id="a36574" style="position:absolute;font-weight:normal;left:52.688px;top:161px;"> </div><div id="a36575" style="position:absolute;font-weight:normal;left:28.693px;top:178.1px;">●</div><div id="a36576" style="position:absolute;font-family:Arial;font-weight:normal;left:35.093px;top:178px;"> </div><div id="a36577" style="position:absolute;font-weight:normal;left:52.688px;top:178.1px;">We have guaranteed the performance of APLNG with regard to certain other contracts<div style="display:inline-block;width:2.02px"> </div>executed in </div><div id="a36578" style="position:absolute;font-weight:normal;left:52.688px;top:194.3px;">connection with the project’s continued development.<div style="display:inline-block;width:6.15px"> </div>The guarantees have remaining terms<div style="display:inline-block;width:2.17px"> </div>of up to </div><div id="a36579" style="position:absolute;font-weight:normal;left:52.688px;top:210.3px;">26 years or the life of the venture </div><div id="a36579_35_67" style="position:absolute;font-weight:normal;left:238.928px;top:210.3px;">.<div style="display:inline-block;width:7.04px"> </div>As of December 31, 2019, we were released from<div style="display:inline-block;width:1.9px"> </div>certain of these </div><div id="a36582" style="position:absolute;font-weight:normal;left:52.688px;top:226.4px;">guarantees considered subordinated financial<div style="display:inline-block;width:2.11px"> </div>support to APLNG.<div style="display:inline-block;width:6.43px"> </div>Our remaining maximum potential </div><div id="a36583" style="position:absolute;font-weight:normal;left:52.688px;top:242.5px;">amount of future payments related to the remaining<div style="display:inline-block;width:1.96px"> </div>guarantees is approximately $</div><div id="a36583_80_2" style="position:absolute;font-weight:normal;left:511.889px;top:242.5px;">60 </div><div id="a36583_82_13" style="position:absolute;font-weight:normal;left:525.809px;top:242.5px;"><div style="display:inline-block;width:3.36px"> </div>million and </div><div id="a36584" style="position:absolute;font-weight:normal;left:52.688px;top:258.6px;">would become payable if APLNG does not perform. </div><div id="a36587" style="position:absolute;font-weight:normal;left:52.688px;top:274.8px;"> </div><div id="a36588" style="position:absolute;font-weight:bold;left:4.693px;top:290.8px;">Other Guarantees</div><div id="a36589" style="position:absolute;font-weight:normal;left:113.168px;top:290.8px;"> </div><div id="a36590" style="position:absolute;font-weight:normal;left:4.693px;top:306.9px;">We have other guarantees with maximum future potential payment amounts totaling<div style="display:inline-block;width:2.14px"> </div>approximately </div><div id="a36591" style="position:absolute;font-weight:normal;left:4.693px;top:323.1px;">$</div><div id="a36591_1_3" style="position:absolute;font-weight:normal;left:11.733px;top:323.1px;">820 </div><div id="a36591_4_109" style="position:absolute;font-weight:normal;left:32.853px;top:323.1px;"><div style="display:inline-block;width:3.52px"> </div>million, which consist primarily of<div style="display:inline-block;width:2.16px"> </div>guarantees of the residual value of leased office buildings,<div style="display:inline-block;width:1.99px"> </div>guarantees </div><div id="a36595" style="position:absolute;font-weight:normal;left:4.693px;top:339.1px;">of the residual value of leased corporate aircraft,<div style="display:inline-block;width:2.02px"> </div>and a guarantee for our portion of a joint<div style="display:inline-block;width:2.09px"> </div>venture’s project </div><div id="a36597" style="position:absolute;font-weight:normal;left:4.693px;top:355.3px;">finance reserve accounts.<div style="display:inline-block;width:6.27px"> </div>These guarantees have remaining terms of up to </div><div id="a36597_74_12" style="position:absolute;font-weight:normal;left:425.174px;top:355.3px;">three years </div><div id="a36597_86_17" style="position:absolute;font-weight:normal;left:489.494px;top:355.3px;">and would become </div><div id="a36598" style="position:absolute;font-weight:normal;left:4.693px;top:371.3px;">payable if, upon sale, certain asset values are lower<div style="display:inline-block;width:2.04px"> </div>than guaranteed amounts, business conditions<div style="display:inline-block;width:2.14px"> </div>decline at </div><div id="a36600" style="position:absolute;font-weight:normal;left:4.693px;top:387.4px;">guaranteed entities, or as a result of nonperformance<div style="display:inline-block;width:1.88px"> </div>of contractual terms by guaranteed parties.<div style="display:inline-block;width:9.34px"> </div></div><div id="a36602" style="position:absolute;font-weight:normal;left:4.693px;top:403.6px;"> </div><div id="a36603" style="position:absolute;font-weight:normal;left:4.693px;top:419.6px;">In conjunction with the disposition of our two<div style="display:inline-block;width:2.14px"> </div>U.K. subsidiaries to Chrysaor E&amp;P Limited,<div style="display:inline-block;width:2.17px"> </div>we will temporarily </div><div id="a36605" style="position:absolute;font-weight:normal;left:4.693px;top:435.7px;">continue to support various guarantees and letters<div style="display:inline-block;width:1.95px"> </div>of credit which were provided for the benefit of entities<div style="display:inline-block;width:1.86px"> </div>that </div><div id="a36606" style="position:absolute;font-weight:normal;left:4.693px;top:451.7px;">are now affiliates of Chrysaor E&amp;P Limited.<div style="display:inline-block;width:5.97px"> </div>Our maximum potential payment exposure under<div style="display:inline-block;width:2.13px"> </div>these </div><div id="a36610" style="position:absolute;font-weight:normal;left:4.693px;top:467.9px;">obligations is approximately $</div><div id="a36610_30_3" style="position:absolute;font-weight:normal;left:174.608px;top:467.9px;">100 </div><div id="a36610_33_62" style="position:absolute;font-weight:normal;left:195.768px;top:467.9px;"><div style="display:inline-block;width:3.52px"> </div>million.<div style="display:inline-block;width:6.68px"> </div>Chrysaor E&amp;P Limited has agreed to fully<div style="display:inline-block;width:2.11px"> </div>indemnify </div><div id="a36618" style="position:absolute;font-weight:normal;left:4.693px;top:484.1px;">ConocoPhillips for any losses suffered by us related to<div style="display:inline-block;width:2.17px"> </div>these obligations. </div><div id="a36621" style="position:absolute;font-weight:normal;left:4.693px;top:500.1px;"> </div><div id="a36622" style="position:absolute;font-weight:normal;left:4.693px;top:516.3px;"> </div><div id="a36623" style="position:absolute;font-weight:bold;left:4.693px;top:532.4px;">Indemnifications </div><div id="a36625" style="position:absolute;font-weight:normal;left:4.693px;top:548.4px;">Over the years, we have entered into agreements to<div style="display:inline-block;width:2.12px"> </div>sell ownership interests in certain corporations,<div style="display:inline-block;width:1.96px"> </div>joint </div><div id="a36626" style="position:absolute;font-weight:normal;left:4.693px;top:564.6px;">ventures and assets that gave rise to qualifying<div style="display:inline-block;width:2.12px"> </div>indemnifications.<div style="display:inline-block;width:6.49px"> </div>These agreements include indemnifications </div><div id="a36627" style="position:absolute;font-weight:normal;left:4.693px;top:580.6px;">for taxes, environmental liabilities, employee claims<div style="display:inline-block;width:1.96px"> </div>and litigation.<div style="display:inline-block;width:6.43px"> </div>The terms of these indemnifications vary </div><div id="a36629" style="position:absolute;font-weight:normal;left:4.693px;top:596.7px;">greatly.<div style="display:inline-block;width:7.74px"> </div>The majority of these indemnifications are related<div style="display:inline-block;width:2.03px"> </div>to environmental issues, the term is generally </div><div id="a36630" style="position:absolute;font-weight:normal;left:4.693px;top:612.9px;">indefinite and the maximum amount of future payments<div style="display:inline-block;width:1.88px"> </div>is generally unlimited.<div style="display:inline-block;width:6.4px"> </div>The carrying amount recorded </div><div id="a36632" style="position:absolute;font-weight:normal;left:4.693px;top:628.9px;">for these indemnifications at December 31, 2019,<div style="display:inline-block;width:2.13px"> </div>was approximately $</div><div id="a36632_68_2" style="position:absolute;font-weight:normal;left:401.848px;top:628.9px;">80 </div><div id="a36632_70_27" style="position:absolute;font-weight:normal;left:415.928px;top:628.9px;"><div style="display:inline-block;width:3.52px"> </div>million.<div style="display:inline-block;width:6.68px"> </div>We amortize the </div><div id="a36635" style="position:absolute;font-weight:normal;left:4.693px;top:645.1px;">indemnification liability over the relevant time<div style="display:inline-block;width:1.99px"> </div>period, if one exists, based on the facts and circumstances </div><div id="a36636" style="position:absolute;font-weight:normal;left:4.693px;top:661.1px;">surrounding each type of indemnity.<div style="display:inline-block;width:6.81px"> </div>In cases where the indemnification term is<div style="display:inline-block;width:2.15px"> </div>indefinite, we will reverse the </div><div id="a36638" style="position:absolute;font-weight:normal;left:4.693px;top:677.2px;">liability when we have information the liability<div style="display:inline-block;width:1.95px"> </div>is essentially relieved or amortize the liability<div style="display:inline-block;width:1.93px"> </div>over an </div><div id="a36639" style="position:absolute;font-weight:normal;left:4.693px;top:693.4px;">appropriate time period as the fair value of our indemnification<div style="display:inline-block;width:1.61px"> </div>exposure declines.<div style="display:inline-block;width:6.4px"> </div>Although it is reasonably </div><div id="a36641" style="position:absolute;font-weight:normal;left:4.693px;top:709.4px;">possible future payments may exceed amounts recorded,<div style="display:inline-block;width:1.83px"> </div>due to the nature of the indemnifications, it<div style="display:inline-block;width:2.08px"> </div>is not </div><div id="a36642" style="position:absolute;font-weight:normal;left:4.693px;top:725.6px;">possible to make a reasonable estimate of the<div style="display:inline-block;width:2.11px"> </div>maximum potential amount of future payments.<div style="display:inline-block;width:5.53px"> </div>Included in the </div><div id="a36644" style="position:absolute;font-weight:normal;left:4.693px;top:741.7px;">recorded carrying amount at December 31, 2019,<div style="display:inline-block;width:2.12px"> </div>were approximately $</div><div id="a36644_67_2" style="position:absolute;font-weight:normal;left:405.688px;top:741.7px;">30 </div><div id="a36644_69_35" style="position:absolute;font-weight:normal;left:419.768px;top:741.7px;"><div style="display:inline-block;width:3.52px"> </div>million of environmental accruals </div><div id="a36647" style="position:absolute;font-weight:normal;left:4.693px;top:757.7px;">for known contamination that are included in<div style="display:inline-block;width:2.17px"> </div>the “Asset retirement obligations and accrued<div style="display:inline-block;width:2.02px"> </div>environmental </div><div id="a36648" style="position:absolute;font-weight:normal;left:4.693px;top:773.9px;">costs” line on our consolidated balance sheet.<div style="display:inline-block;width:5.67px"> </div>For additional information about environmental<div style="display:inline-block;width:2.01px"> </div>liabilities, see </div><div id="a36650" style="position:absolute;font-weight:normal;left:4.693px;top:789.9px;">Note 13—Contingencies and Commitments.<div style="display:inline-block;width:9.11px"> </div></div></div> 0.375 P11Y 170000000 14000000 P22Y 780000000 1400000000 26 years or the life of the venture 60000000 820000000 P3Y 100000000 80000000 30000000 <div id="TextBlockContainer784" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:640px;height:886px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a36657" style="position:absolute;font-weight:bold;left:4.693px;top:0px;">Note 13—Contingencies and Commitments</div><div id="a36660" style="position:absolute;font-weight:normal;left:262.488px;top:0px;"> </div><div id="a36661" style="position:absolute;font-weight:normal;left:4.693px;top:16px;"> </div><div id="a36662" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;">A number of lawsuits involving a variety of claims<div style="display:inline-block;width:1.94px"> </div>arising in the ordinary course of business<div style="display:inline-block;width:2.11px"> </div>have been filed </div><div id="a36664" style="position:absolute;font-weight:normal;left:4.693px;top:48.2px;">against ConocoPhillips.<div style="display:inline-block;width:6.24px"> </div>We also may be required to remove or mitigate the effects on the environment of the </div><div id="a36665" style="position:absolute;font-weight:normal;left:4.693px;top:64.3px;">placement, storage, disposal or release of certain<div style="display:inline-block;width:2.02px"> </div>chemical, mineral and petroleum substances<div style="display:inline-block;width:2.15px"> </div>at various active </div><div id="a36666" style="position:absolute;font-weight:normal;left:4.693px;top:80.5px;">and inactive sites.<div style="display:inline-block;width:6.55px"> </div>We regularly assess the need for accounting recognition or disclosure of these </div><div id="a36668" style="position:absolute;font-weight:normal;left:4.693px;top:96.5px;">contingencies.<div style="display:inline-block;width:6.75px"> </div>In the case of all known contingencies (other<div style="display:inline-block;width:2.08px"> </div>than those related to income taxes), we accrue<div style="display:inline-block;width:2.02px"> </div>a </div><div id="a36669" style="position:absolute;font-weight:normal;left:4.693px;top:112.7px;">liability when the loss is probable and the amount<div style="display:inline-block;width:2.1px"> </div>is reasonably estimable.<div style="display:inline-block;width:6.29px"> </div>If a range of amounts can be </div><div id="a36671" style="position:absolute;font-weight:normal;left:4.693px;top:128.8px;">reasonably estimated and no amount within the range<div style="display:inline-block;width:2.04px"> </div>is a better estimate than any other amount,<div style="display:inline-block;width:2.14px"> </div>then the </div><div id="a36672" style="position:absolute;font-weight:normal;left:4.693px;top:144.8px;">minimum of the range is accrued.<div style="display:inline-block;width:6.13px"> </div>We do not reduce these liabilities for potential insurance or third-party </div><div id="a36675" style="position:absolute;font-weight:normal;left:4.693px;top:161px;">recoveries.<div style="display:inline-block;width:6.79px"> </div>If applicable, we accrue receivables for probable<div style="display:inline-block;width:1.99px"> </div>insurance or other third-party recoveries.<div style="display:inline-block;width:5.96px"> </div>With </div><div id="a36679" style="position:absolute;font-weight:normal;left:4.693px;top:177px;">respect to income tax-related contingencies,<div style="display:inline-block;width:2.13px"> </div>we use a cumulative probability-weighted loss<div style="display:inline-block;width:2.16px"> </div>accrual in cases </div><div id="a36684" style="position:absolute;font-weight:normal;left:4.693px;top:193.1px;">where sustaining a tax position is less than certain.<div style="display:inline-block;width:5.54px"> </div>See Note 19—Income Taxes, for additional information </div><div id="a36691" style="position:absolute;font-weight:normal;left:4.693px;top:209.3px;">about income tax-related contingencies. </div><div id="a36695" style="position:absolute;font-weight:normal;left:4.693px;top:225.3px;"> </div><div id="a36696" style="position:absolute;font-weight:normal;left:4.693px;top:241.5px;">Based on currently available information, we believe<div style="display:inline-block;width:2.01px"> </div>it is remote that future costs related to known<div style="display:inline-block;width:2.02px"> </div>contingent </div><div id="a36697" style="position:absolute;font-weight:normal;left:4.693px;top:257.5px;">liability exposures will exceed current accruals by<div style="display:inline-block;width:2.08px"> </div>an amount that would have a material<div style="display:inline-block;width:2.17px"> </div>adverse impact on our </div><div id="a36699" style="position:absolute;font-weight:normal;left:4.693px;top:273.7px;">consolidated financial statements.<div style="display:inline-block;width:6.07px"> </div>As we learn new facts concerning contingencies,<div style="display:inline-block;width:1.96px"> </div>we reassess our position </div><div id="a36700" style="position:absolute;font-weight:normal;left:4.693px;top:289.8px;">both with respect to accrued liabilities<div style="display:inline-block;width:2.15px"> </div>and other potential exposures.<div style="display:inline-block;width:6.35px"> </div>Estimates particularly sensitive to future </div><div id="a36702" style="position:absolute;font-weight:normal;left:4.693px;top:305.8px;">changes include contingent liabilities<div style="display:inline-block;width:2.17px"> </div>recorded for environmental remediation, tax and legal<div style="display:inline-block;width:2px"> </div>matters.<div style="display:inline-block;width:3.2px"> </div></div><div id="a36703" style="position:absolute;font-weight:normal;left:4.693px;top:322px;">Estimated future environmental remediation<div style="display:inline-block;width:2.15px"> </div>costs are subject to change due to such factors<div style="display:inline-block;width:2.15px"> </div>as the uncertain </div><div id="a36705" style="position:absolute;font-weight:normal;left:4.693px;top:338.1px;">magnitude of cleanup costs, the unknown time<div style="display:inline-block;width:2.1px"> </div>and extent of such remedial actions that<div style="display:inline-block;width:2.12px"> </div>may be required, and </div><div id="a36706" style="position:absolute;font-weight:normal;left:4.693px;top:354.1px;">the determination of our liability in proportion<div style="display:inline-block;width:1.99px"> </div>to that of other responsible parties.<div style="display:inline-block;width:5.94px"> </div>Estimated future costs </div><div id="a36707" style="position:absolute;font-weight:normal;left:4.693px;top:370.3px;">related to tax and legal matters are subject to<div style="display:inline-block;width:2.15px"> </div>change as events evolve and as additional<div style="display:inline-block;width:2.06px"> </div>information becomes </div><div id="a36709" style="position:absolute;font-weight:normal;left:4.693px;top:386.3px;">available during the administrative and litigation<div style="display:inline-block;width:1.91px"> </div>processes. </div><div id="a36711" style="position:absolute;font-weight:normal;left:4.693px;top:402.5px;"> </div><div id="a36712" style="position:absolute;font-weight:bold;left:4.693px;top:418.6px;">Environmental </div><div id="a36714" style="position:absolute;font-weight:normal;left:4.693px;top:434.6px;">We are subject to international, federal, state and local environmental laws and regulations.<div style="display:inline-block;width:5.48px"> </div>When we prepare </div><div id="a36717" style="position:absolute;font-weight:normal;left:4.693px;top:450.8px;">our consolidated financial statements, we record<div style="display:inline-block;width:2.13px"> </div>accruals for environmental liabilities based on management’s </div><div id="a36718" style="position:absolute;font-weight:normal;left:4.693px;top:466.8px;">best estimates, using all information that is<div style="display:inline-block;width:2.08px"> </div>available at the time.<div style="display:inline-block;width:6.4px"> </div>We measure estimates and base liabilities on </div><div id="a36719" style="position:absolute;font-weight:normal;left:4.693px;top:483px;">currently available facts, existing technology, and presently enacted laws<div style="display:inline-block;width:2.09px"> </div>and regulations, taking into account </div><div id="a36722" style="position:absolute;font-weight:normal;left:4.693px;top:499.1px;">stakeholder and business considerations.<div style="display:inline-block;width:5.72px"> </div>When measuring environmental liabilities,<div style="display:inline-block;width:2.01px"> </div>we also consider our prior </div><div id="a36723" style="position:absolute;font-weight:normal;left:4.693px;top:515.1px;">experience in remediation of contaminated sites,<div style="display:inline-block;width:1.99px"> </div>other companies’ cleanup experience, and data released<div style="display:inline-block;width:1.96px"> </div>by </div><div id="a36725" style="position:absolute;font-weight:normal;left:4.693px;top:531.3px;">the U.S. EPA or other organizations.<div style="display:inline-block;width:7.39px"> </div>We consider unasserted claims in our determination of environmental </div><div id="a36728" style="position:absolute;font-weight:normal;left:4.693px;top:547.5px;">liabilities, and we accrue them in the period they<div style="display:inline-block;width:2.09px"> </div>are both probable and reasonably estimable. </div><div id="a36730" style="position:absolute;font-weight:normal;left:4.693px;top:563.5px;"> </div><div id="a36731" style="position:absolute;font-weight:normal;left:4.693px;top:579.6px;">Although liability of those potentially responsible<div style="display:inline-block;width:2.01px"> </div>for environmental remediation costs is generally<div style="display:inline-block;width:2.04px"> </div>joint and </div><div id="a36732" style="position:absolute;font-weight:normal;left:4.693px;top:595.6px;">several for federal sites and frequently so for other<div style="display:inline-block;width:2.11px"> </div>sites, we are usually only one of many companies<div style="display:inline-block;width:1.87px"> </div>cited at a </div><div id="a36733" style="position:absolute;font-weight:normal;left:4.693px;top:611.8px;">particular site.<div style="display:inline-block;width:6.51px"> </div>Due to the joint and several liabilities, we could<div style="display:inline-block;width:2.11px"> </div>be responsible for all cleanup costs related<div style="display:inline-block;width:2.17px"> </div>to </div><div id="a36735" style="position:absolute;font-weight:normal;left:4.693px;top:627.9px;">any site at which we have been designated as a<div style="display:inline-block;width:2.18px"> </div>potentially responsible party.<div style="display:inline-block;width:7px"> </div>We have been successful to date </div><div id="a36736" style="position:absolute;font-weight:normal;left:4.693px;top:643.9px;">in sharing cleanup costs with other financially<div style="display:inline-block;width:2.13px"> </div>sound companies.<div style="display:inline-block;width:6.5px"> </div>Many of the sites at which we are potentially </div><div id="a36738" style="position:absolute;font-weight:normal;left:4.693px;top:660.1px;">responsible are still under investigation by the<div style="display:inline-block;width:2.12px"> </div>EPA or the agency concerned.<div style="display:inline-block;width:7.41px"> </div>Prior to actual cleanup, those </div><div id="a36739" style="position:absolute;font-weight:normal;left:4.693px;top:676.3px;">potentially responsible normally assess the<div style="display:inline-block;width:2.16px"> </div>site conditions, apportion responsibility and determine<div style="display:inline-block;width:1.96px"> </div>the </div><div id="a36741" style="position:absolute;font-weight:normal;left:4.693px;top:692.3px;">appropriate remediation.<div style="display:inline-block;width:6.41px"> </div>In some instances, we may have no liability<div style="display:inline-block;width:1.98px"> </div>or may attain a settlement of liability.<div style="display:inline-block;width:3.14px"> </div></div><div id="a36742" style="position:absolute;font-weight:normal;left:4.693px;top:708.5px;">Where it appears that other potentially responsible<div style="display:inline-block;width:1.91px"> </div>parties may be financially unable to bear their<div style="display:inline-block;width:2.06px"> </div>proportional </div><div id="a36743" style="position:absolute;font-weight:normal;left:4.693px;top:724.5px;">share, we consider this inability in estimating<div style="display:inline-block;width:1.93px"> </div>our potential liability, and we adjust our accruals accordingly.<div style="display:inline-block;width:7.15px"> </div></div><div id="a36745" style="position:absolute;font-weight:normal;left:4.693px;top:740.6px;">As a result of various acquisitions in the past,<div style="display:inline-block;width:2.11px"> </div>we assumed certain environmental obligations.<div style="display:inline-block;width:5.53px"> </div>Some of these </div><div id="a36746" style="position:absolute;font-weight:normal;left:4.693px;top:756.8px;">environmental obligations are mitigated by indemnifications<div style="display:inline-block;width:1.7px"> </div>made by others for our benefit, and some of the </div><div id="a36748" style="position:absolute;font-weight:normal;left:4.693px;top:772.8px;">indemnifications are subject to dollar limits<div style="display:inline-block;width:1.87px"> </div>and time limits.<div style="display:inline-block;width:10.28px"> </div></div><div id="a36750" style="position:absolute;font-weight:normal;left:4.693px;top:788.9px;"> </div><div id="a36751" style="position:absolute;font-weight:normal;left:4.693px;top:804.9px;">We are currently participating in environmental assessments and cleanups at numerous<div style="display:inline-block;width:1.86px"> </div>federal Superfund and </div><div id="a36752" style="position:absolute;font-weight:normal;left:4.693px;top:821.1px;">comparable state and international sites.<div style="display:inline-block;width:5.61px"> </div>After an assessment of environmental exposures<div style="display:inline-block;width:2.04px"> </div>for cleanup and </div><div id="a36754" style="position:absolute;font-weight:normal;left:4.693px;top:837.3px;">other costs, we make accruals on an undiscounted<div style="display:inline-block;width:1.99px"> </div>basis (except those acquired in a purchase<div style="display:inline-block;width:2.1px"> </div>business </div><div id="a36755" style="position:absolute;font-weight:normal;left:4.693px;top:853.3px;">combination, which we record on a discounted<div style="display:inline-block;width:2.14px"> </div>basis) for planned investigation and remediation<div style="display:inline-block;width:2.07px"> </div>activities for </div><div id="a36757" style="position:absolute;font-weight:normal;left:4.693px;top:869.4px;">sites where it is probable future costs will be incurred<div style="display:inline-block;width:1.9px"> </div>and these costs can be reasonably estimated.<div style="display:inline-block;width:5.53px"> </div>We have </div></div><div id="TextBlockContainer786" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:641px;height:886px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a36761" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">not reduced these accruals for possible insurance recoveries.<div style="display:inline-block;width:5.32px"> </div>In the future, we may be involved in additional </div><div id="a36762" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">environmental assessments, cleanups and proceedings.<div style="display:inline-block;width:5.33px"> </div>See Note 10—Asset Retirement Obligations and </div><div id="a36766" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;">Accrued Environmental Costs, for a summary of our<div style="display:inline-block;width:2.01px"> </div>accrued environmental liabilities. </div><div id="a36768" style="position:absolute;font-weight:normal;left:4.693px;top:48.2px;"> </div><div id="a36769" style="position:absolute;font-weight:bold;left:4.693px;top:64.3px;">Legal Proceedings </div><div id="a36771" style="position:absolute;font-weight:normal;left:4.693px;top:80.5px;">We are subject to various lawsuits and claims including but not limited to matters<div style="display:inline-block;width:1.99px"> </div>involving oil and gas royalty </div><div id="a36773" style="position:absolute;font-weight:normal;left:4.693px;top:96.5px;">and severance tax payments, gas measurement and<div style="display:inline-block;width:2.05px"> </div>valuation methods, contract disputes,<div style="display:inline-block;width:2.16px"> </div>environmental </div><div id="a36774" style="position:absolute;font-weight:normal;left:4.693px;top:112.7px;">damages, climate change, personal injury, and property damage.<div style="display:inline-block;width:5.85px"> </div>Our primary exposures for such matters </div><div id="a36779" style="position:absolute;font-weight:normal;left:4.693px;top:128.8px;">relate to alleged royalty and tax underpayments<div style="display:inline-block;width:2.18px"> </div>on certain federal, state and privately owned<div style="display:inline-block;width:2.03px"> </div>properties and </div><div id="a36780" style="position:absolute;font-weight:normal;left:4.693px;top:144.8px;">claims of alleged environmental contamination<div style="display:inline-block;width:2.11px"> </div>from historic operations.<div style="display:inline-block;width:6.31px"> </div>We will continue to defend ourselves </div><div id="a36781" style="position:absolute;font-weight:normal;left:4.693px;top:161px;">vigorously in these matters. </div><div id="a36784" style="position:absolute;font-weight:bold;left:4.693px;top:177px;"> </div><div id="a36785" style="position:absolute;font-weight:normal;left:4.693px;top:193.1px;">Our legal organization applies its knowledge, experience<div style="display:inline-block;width:1.97px"> </div>and professional judgment to the specific </div><div id="a36786" style="position:absolute;font-weight:normal;left:4.693px;top:209.3px;">characteristics of our cases, employing a litigation<div style="display:inline-block;width:1.96px"> </div>management process to manage and monitor the<div style="display:inline-block;width:2.11px"> </div>legal </div><div id="a36787" style="position:absolute;font-weight:normal;left:4.693px;top:225.3px;">proceedings against us.<div style="display:inline-block;width:6.29px"> </div>Our process facilitates the early evaluation and<div style="display:inline-block;width:2.15px"> </div>quantification of potential exposures in </div><div id="a36789" style="position:absolute;font-weight:normal;left:4.693px;top:241.5px;">individual cases.<div style="display:inline-block;width:6.48px"> </div>This process also enables us to track those cases that<div style="display:inline-block;width:2.09px"> </div>have been scheduled for trial and/or </div><div id="a36790" style="position:absolute;font-weight:normal;left:4.693px;top:257.5px;">mediation.<div style="display:inline-block;width:6.73px"> </div>Based on professional judgment and experience<div style="display:inline-block;width:1.97px"> </div>in using these litigation management tools and </div><div id="a36792" style="position:absolute;font-weight:normal;left:4.693px;top:273.7px;">available information about current developments<div style="display:inline-block;width:2px"> </div>in all our cases, our legal organization regularly assesses<div style="display:inline-block;width:2.08px"> </div>the </div><div id="a36793" style="position:absolute;font-weight:normal;left:4.693px;top:289.8px;">adequacy of current accruals and determines if<div style="display:inline-block;width:2.11px"> </div>adjustment of existing accruals, or establishment<div style="display:inline-block;width:1.83px"> </div>of new </div><div id="a36794" style="position:absolute;font-weight:normal;left:4.693px;top:305.8px;">accruals, is required. </div><div id="a36797" style="position:absolute;font-weight:normal;left:4.693px;top:322px;"> </div><div id="a36798" style="position:absolute;font-weight:bold;left:4.693px;top:338.1px;">Other Contingencies </div><div id="a36800" style="position:absolute;font-weight:normal;left:4.693px;top:354.1px;">We have contingent liabilities resulting from throughput agreements with pipeline and<div style="display:inline-block;width:1.92px"> </div>processing companies </div><div id="a36801" style="position:absolute;font-weight:normal;left:4.693px;top:370.3px;">not associated with financing arrangements.<div style="display:inline-block;width:5.63px"> </div>Under these agreements, we may be required<div style="display:inline-block;width:2.12px"> </div>to provide any such </div><div id="a36802" style="position:absolute;font-weight:normal;left:4.693px;top:386.3px;">company with additional funds through advances<div style="display:inline-block;width:2.12px"> </div>and penalties for fees related to throughput capacity<div style="display:inline-block;width:1.88px"> </div>not </div><div id="a36805" style="position:absolute;font-weight:normal;left:4.693px;top:402.5px;">utilized.<div style="display:inline-block;width:6.73px"> </div>In addition, at December 31, 2019, we had performance<div style="display:inline-block;width:1.76px"> </div>obligations secured by letters of credit<div style="display:inline-block;width:2.17px"> </div>of </div><div id="a36808" style="position:absolute;font-weight:normal;left:4.693px;top:418.6px;">$</div><div id="a36808_1_3" style="position:absolute;font-weight:normal;left:11.733px;top:418.6px;">277 </div><div id="a36808_4_106" style="position:absolute;font-weight:normal;left:32.853px;top:418.6px;"><div style="display:inline-block;width:3.52px"> </div>million (issued as direct bank letters of<div style="display:inline-block;width:2.15px"> </div>credit) related to various purchase commitments<div style="display:inline-block;width:1.91px"> </div>for materials, </div><div id="a36812" style="position:absolute;font-weight:normal;left:4.693px;top:434.6px;">supplies, commercial activities and services incident<div style="display:inline-block;width:1.86px"> </div>to the ordinary conduct of business. </div><div id="a36814" style="position:absolute;font-weight:normal;left:4.693px;top:450.8px;"> </div><div id="a36815" style="position:absolute;font-weight:normal;left:4.693px;top:466.8px;">In 2007, ConocoPhillips was unable to reach agreement<div style="display:inline-block;width:1.66px"> </div>with respect to the empresa mixta structure<div style="display:inline-block;width:2.14px"> </div>mandated </div><div id="a36848" style="position:absolute;font-weight:normal;left:4.693px;top:483px;">by the Venezuelan government’s Nationalization Decree.<div style="display:inline-block;width:7.61px"> </div>As a result, Venezuela’s<div style="display:inline-block;width:5.18px"> </div>national oil company, </div><div id="a36874" style="position:absolute;font-weight:normal;left:4.693px;top:499.1px;">Petróleos de Venezuela, S.A. (PDVSA), or its affiliates, directly assumed control over ConocoPhillips’ </div><div id="a36900" style="position:absolute;font-weight:normal;left:4.693px;top:515.1px;">interests in the Petrozuata and Hamaca heavy oil<div style="display:inline-block;width:2.09px"> </div>ventures and the offshore Corocoro development project.<div style="display:inline-block;width:5.58px"> </div>In </div><div id="a36933" style="position:absolute;font-weight:normal;left:4.693px;top:531.3px;">response to this expropriation, ConocoPhillips<div style="display:inline-block;width:2.06px"> </div>initiated international arbitration on November 2,<div style="display:inline-block;width:2.14px"> </div>2007, with the </div><div id="a36961" style="position:absolute;font-weight:normal;left:4.693px;top:547.5px;">ICSID.<div style="display:inline-block;width:6.75px"> </div>On September 3, 2013, an ICSID arbitration tribunal<div style="display:inline-block;width:1.97px"> </div>held that Venezuela unlawfully expropriated </div><div id="a36989" style="position:absolute;font-weight:normal;left:4.693px;top:563.5px;">ConocoPhillips’ significant oil investments<div style="display:inline-block;width:2.14px"> </div>in June 2007.<div style="display:inline-block;width:6.6px"> </div>On January 17, 2017, the Tribunal reconfirmed the </div><div id="a37019" style="position:absolute;font-weight:normal;left:4.693px;top:579.6px;">decision that the expropriation was unlawful.<div style="display:inline-block;width:5.72px"> </div>In March 2019, the Tribunal unanimously ordered the </div><div id="a37047" style="position:absolute;font-weight:normal;left:4.693px;top:595.6px;">government of Venezuela to pay ConocoPhillips approximately $</div><div id="a37047_61_3" style="position:absolute;font-weight:normal;left:372.275px;top:595.6px;">8.7 </div><div id="a37047_64_33" style="position:absolute;font-weight:normal;left:389.875px;top:595.6px;"><div style="display:inline-block;width:3.52px"> </div>billion in compensation for the </div><div id="a37074" style="position:absolute;font-weight:normal;left:4.693px;top:611.8px;">government’s unlawful expropriation of the company’s investments in Venezuela in 2007.<div style="display:inline-block;width:7.45px"> </div>ConocoPhillips has </div><div id="a37100" style="position:absolute;font-weight:normal;left:4.693px;top:627.9px;">filed a request for recognition of the award in several<div style="display:inline-block;width:1.88px"> </div>jurisdictions.<div style="display:inline-block;width:6.57px"> </div>On August 29, 2019, the ICSID Tribunal </div><div id="a37137" style="position:absolute;font-weight:normal;left:4.693px;top:643.9px;">issued a decision rectifying the award and reducing<div style="display:inline-block;width:1.99px"> </div>it by approximately $</div><div id="a37137_73_3" style="position:absolute;font-weight:normal;left:415.795px;top:643.9px;">227 </div><div id="a37137_76_32" style="position:absolute;font-weight:normal;left:436.755px;top:643.9px;"><div style="display:inline-block;width:3.52px"> </div>million.<div style="display:inline-block;width:6.68px"> </div>The award now stands </div><div id="a37172" style="position:absolute;font-weight:normal;left:4.693px;top:660.1px;">at $</div><div id="a37172_4_3" style="position:absolute;font-weight:normal;left:25.333px;top:660.1px;">8.5 </div><div id="a37172_7_86" style="position:absolute;font-weight:normal;left:42.928px;top:660.1px;"><div style="display:inline-block;width:3.52px"> </div>billion plus interest.<div style="display:inline-block;width:6.16px"> </div>The government of Venezuela sought annulment of the award.<div style="display:inline-block;width:10.32px"> </div></div><div id="a37202" style="position:absolute;font-weight:normal;left:4.693px;top:676.3px;"> </div><div id="a37203" style="position:absolute;font-weight:normal;left:4.693px;top:692.3px;">In 2014, ConocoPhillips filed a separate and independent<div style="display:inline-block;width:1.8px"> </div>arbitration under the rules of the ICC against </div><div id="a37235" style="position:absolute;font-weight:normal;left:4.693px;top:708.5px;">PDVSA under the contracts that had established the<div style="display:inline-block;width:2.02px"> </div>Petrozuata and Hamaca projects.<div style="display:inline-block;width:5.91px"> </div>The ICC Tribunal issued </div><div id="a37267" style="position:absolute;font-weight:normal;left:4.693px;top:724.5px;">an award in April 2018, finding that PDVSA owed<div style="display:inline-block;width:2.03px"> </div>ConocoPhillips approximately $</div><div id="a37267_78_1" style="position:absolute;font-weight:normal;left:474.675px;top:724.5px;">2 </div><div id="a37267_79_9" style="position:absolute;font-weight:normal;left:481.715px;top:724.5px;"><div style="display:inline-block;width:3.52px"> </div>billion </div><div id="a37267_88_12" style="position:absolute;font-weight:normal;left:525.075px;top:724.5px;">under their </div><div id="a37299" style="position:absolute;font-weight:normal;left:4.693px;top:740.6px;">agreements in connection with the expropriation of the projects and other pre-expropriation fiscal measures. In </div><div id="a37331" style="position:absolute;font-weight:normal;left:4.693px;top:756.8px;">August 2018, ConocoPhillips entered into a settlement with PDVSA to recover the full amount of this ICC </div><div id="a37366" style="position:absolute;font-weight:normal;left:4.693px;top:772.8px;">award, plus interest through the payment period, including initial payments totaling approximately $500 </div><div id="a37393" style="position:absolute;font-weight:normal;left:4.693px;top:788.9px;">million within a period of 90 days from the time of signing of the settlement agreement. The balance of the </div><div id="a37433" style="position:absolute;font-weight:normal;left:4.693px;top:804.9px;">settlement is to be paid quarterly over a period of four and a half years. </div><div id="a37433_74_39" style="position:absolute;font-weight:normal;left:402.675px;top:804.9px;"><div style="display:inline-block;width:6.88px"> </div>To date, ConocoPhillips has received </div><div id="a37468" style="position:absolute;font-weight:normal;left:4.693px;top:821.1px;">approximately $</div><div id="a37468_15_3" style="position:absolute;font-weight:normal;left:96.208px;top:821.1px;">754 </div><div id="a37468_18_87" style="position:absolute;font-weight:normal;left:117.168px;top:821.1px;"><div style="display:inline-block;width:3.52px"> </div>million.<div style="display:inline-block;width:6.68px"> </div>Per the settlement, PDVSA recognized the ICC<div style="display:inline-block;width:2.11px"> </div>award as a judgment in various </div><div id="a37500" style="position:absolute;font-weight:normal;left:4.693px;top:837.3px;">jurisdictions, and ConocoPhillips agreed to suspend<div style="display:inline-block;width:2.05px"> </div>its legal enforcement actions.<div style="display:inline-block;width:6.08px"> </div>ConocoPhillips sent notices </div><div id="a37527" style="position:absolute;font-weight:normal;left:4.693px;top:853.3px;">of default to PDVSA on October 14 and November<div style="display:inline-block;width:2.03px"> </div>12, 2019, and to date PDVSA failed to<div style="display:inline-block;width:2.18px"> </div>cure its breach.<div style="display:inline-block;width:6.43px"> </div>As </div><div id="a37571" style="position:absolute;font-weight:normal;left:4.693px;top:869.4px;">a result, ConocoPhillips has resumed legal enforcement<div style="display:inline-block;width:1.88px"> </div>actions.<div style="display:inline-block;width:6.7px"> </div>ConocoPhillips has ensured that the </div></div><div id="TextBlockContainer788" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:640px;height:822px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a37601" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">settlement and any actions thereof meet all appropriate<div style="display:inline-block;width:1.81px"> </div>U.S. regulatory requirements, including those related<div style="display:inline-block;width:2.14px"> </div>to </div><div id="a37631" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">any applicable sanctions imposed by the U.S. against<div style="display:inline-block;width:1.86px"> </div>Venezuela. </div><div id="a37650" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;"> </div><div id="a37651" style="position:absolute;font-weight:normal;left:4.693px;top:48.2px;">In 2016, ConocoPhillips filed a separate and independent<div style="display:inline-block;width:1.8px"> </div>arbitration under the rules of the ICC against </div><div id="a37683" style="position:absolute;font-weight:normal;left:4.693px;top:64.3px;">PDVSA under the contracts that had established the<div style="display:inline-block;width:2.02px"> </div>Corocoro project.<div style="display:inline-block;width:6.48px"> </div>On August 2, 2019, the ICC Tribunal </div><div id="a37717" style="position:absolute;font-weight:normal;left:4.693px;top:80.5px;">awarded ConocoPhillips approximately $</div><div id="a37717_38_2" style="position:absolute;font-weight:normal;left:236.888px;top:80.5px;">55 </div><div id="a37717_40_66" style="position:absolute;font-weight:normal;left:250.968px;top:80.5px;"><div style="display:inline-block;width:3.52px"> </div>million under the Corocoro contracts.<div style="display:inline-block;width:5.74px"> </div>ConocoPhillips is seeking </div><div id="a37742" style="position:absolute;font-weight:normal;left:4.693px;top:96.5px;">recognition and enforcement of the award in various<div style="display:inline-block;width:1.98px"> </div>jurisdictions.<div style="display:inline-block;width:6.57px"> </div>ConocoPhillips has ensured that all the </div><div id="a37773" style="position:absolute;font-weight:normal;left:4.693px;top:112.7px;">actions related to the award meet all appropriate<div style="display:inline-block;width:2.08px"> </div>U.S. regulatory requirements, including those related<div style="display:inline-block;width:1.98px"> </div>to any </div><div id="a37805" style="position:absolute;font-weight:normal;left:4.693px;top:128.8px;">applicable sanctions imposed by the U.S. against<div style="display:inline-block;width:2.03px"> </div>Ve<div style="display:inline-block;width:1.62px"> </div>nezuela. </div><div id="a37823" style="position:absolute;font-weight:normal;left:4.693px;top:144.8px;"> </div><div id="a37824" style="position:absolute;font-weight:normal;left:4.693px;top:161px;">In February 2017, the ICSID Tribunal unanimously awarded Burlington<div style="display:inline-block;width:1.88px"> </div>Resources, Inc., a wholly owned </div><div id="a37825" style="position:absolute;font-weight:normal;left:4.693px;top:177px;">subsidiary of ConocoPhillips, $</div><div id="a37825_31_3" style="position:absolute;font-weight:normal;left:181.368px;top:177px;">380 </div><div id="a37825_34_76" style="position:absolute;font-weight:normal;left:202.488px;top:177px;"><div style="display:inline-block;width:3.52px"> </div>million for Ecuador’s unlawful expropriation of<div style="display:inline-block;width:2.05px"> </div>Burlington’s investment in </div><div id="a37830" style="position:absolute;font-weight:normal;left:4.693px;top:193.1px;">Blocks 7 and 21, in breach of the U.S.-Ecuador<div style="display:inline-block;width:1.97px"> </div>Bilateral Investment Treaty.<div style="display:inline-block;width:7.55px"> </div>The tribunal also issued a </div><div id="a37834" style="position:absolute;font-weight:normal;left:4.693px;top:209.3px;">separate decision finding Ecuador to be entitled<div style="display:inline-block;width:2.03px"> </div>to $</div><div id="a37834_53_2" style="position:absolute;font-weight:normal;left:296.408px;top:209.3px;">42 </div><div id="a37834_55_46" style="position:absolute;font-weight:normal;left:310.488px;top:209.3px;"><div style="display:inline-block;width:3.52px"> </div>million for environmental and infrastructure </div><div id="a37839" style="position:absolute;font-weight:normal;left:4.693px;top:225.3px;">counterclaims.<div style="display:inline-block;width:6.62px"> </div>In December 2017, Burlington and Ecuador<div style="display:inline-block;width:2.17px"> </div>entered into a settlement agreement by which </div><div id="a37844" style="position:absolute;font-weight:normal;left:4.693px;top:241.5px;">Ecuador paid Burlington $</div><div id="a37844_25_3" style="position:absolute;font-weight:normal;left:153.808px;top:241.5px;">337 </div><div id="a37844_28_57" style="position:absolute;font-weight:normal;left:174.648px;top:241.5px;"><div style="display:inline-block;width:3.52px"> </div>million in two installments.<div style="display:inline-block;width:6.08px"> </div>The first installment of $</div><div id="a37844_85_2" style="position:absolute;font-weight:normal;left:478.355px;top:241.5px;">75 </div><div id="a37844_87_21" style="position:absolute;font-weight:normal;left:492.275px;top:241.5px;"><div style="display:inline-block;width:3.52px"> </div>million was paid in </div><div id="a37854" style="position:absolute;font-weight:normal;left:4.693px;top:257.5px;">December 2017, and the second installment<div style="display:inline-block;width:2.16px"> </div>of $</div><div id="a37854_46_3" style="position:absolute;font-weight:normal;left:275.448px;top:257.5px;">262 </div><div id="a37854_49_58" style="position:absolute;font-weight:normal;left:296.568px;top:257.5px;"><div style="display:inline-block;width:3.52px"> </div>million was paid in April 2018.<div style="display:inline-block;width:5.82px"> </div>The settlement included </div><div id="a37861" style="position:absolute;font-weight:normal;left:4.693px;top:273.7px;">an offset for the counterclaims decision, of which Burlington<div style="display:inline-block;width:1.99px"> </div>is entitled to a contribution from Perenco </div><div id="a37863" style="position:absolute;font-weight:normal;left:4.693px;top:289.8px;">Ecuador Limited, its co-venturer and consortium<div style="display:inline-block;width:2px"> </div>operator, pursuant to a joint and several liability provision in </div><div id="a37866" style="position:absolute;font-weight:normal;left:4.693px;top:305.8px;">the JOA.<div style="display:inline-block;width:6.9px"> </div>In September 2019, a separate ICSID Tribunal issued an award<div style="display:inline-block;width:2.03px"> </div>in the Perenco arbitration, ordering </div><div id="a37868" style="position:absolute;font-weight:normal;left:4.693px;top:322px;">Perenco to pay an additional $</div><div id="a37868_30_2" style="position:absolute;font-weight:normal;left:174.614px;top:322px;">54 </div><div id="a37868_32_72" style="position:absolute;font-weight:normal;left:188.694px;top:322px;"><div style="display:inline-block;width:3.52px"> </div>million to Ecuador for its environmental counterclaim.<div style="display:inline-block;width:5.24px"> </div>Burlington and </div><div id="a37869" style="position:absolute;font-weight:normal;left:4.693px;top:338.1px;">Perenco will reconcile their shares of the environmental<div style="display:inline-block;width:1.92px"> </div>and infrastructure counterclaims according<div style="display:inline-block;width:2.15px"> </div>to their </div><div id="a37871" style="position:absolute;font-weight:normal;left:4.693px;top:354.1px;">JOA participating interests, and we expect Burlington’s share will be immaterial. </div><div id="a37874" style="position:absolute;font-weight:normal;left:4.693px;top:370.3px;"> </div><div id="a37875" style="position:absolute;font-weight:normal;left:4.693px;top:386.3px;">In June 2017, FAR Ltd. initiated arbitration before the ICC against ConocoPhillips<div style="display:inline-block;width:2.03px"> </div>Senegal B.V.<div style="display:inline-block;width:5.04px"> </div>in connection </div><div id="a37876" style="position:absolute;font-weight:normal;left:4.693px;top:402.5px;">with the sale of ConocoPhillips Senegal B.V. to Woodside Energy Holdings (Senegal) Limited in 2016.<div style="display:inline-block;width:7.15px"> </div>In </div><div id="a37879" style="position:absolute;font-weight:normal;left:4.693px;top:418.6px;">February 2020, the ICC Tribunal issued an award dismissing<div style="display:inline-block;width:2.18px"> </div>FAR Ltd.’s<div style="display:inline-block;width:5.03px"> </div>claims in the arbitration. </div><div id="a37884" style="position:absolute;font-weight:normal;left:4.693px;top:434.6px;"> </div><div id="a37885" style="position:absolute;font-weight:normal;left:4.693px;top:450.8px;">In late 2017, ConocoPhillips (U.K.) Limited<div style="display:inline-block;width:2.18px"> </div>(CPUKL) initiated United Nations Commission<div style="display:inline-block;width:1.97px"> </div>on International </div><div id="a37886" style="position:absolute;font-weight:normal;left:4.693px;top:466.8px;">Trade and Law (UNCITRAL) arbitration against Vietnam in accordance with the U.K.-Vietnam Bilateral </div><div id="a37889" style="position:absolute;font-weight:normal;left:4.693px;top:483px;">Investment Treaty relating to a tax dispute arising from the<div style="display:inline-block;width:2.14px"> </div>2012 sale of ConocoPhillips (U.K.) Cuu Long </div><div id="a37891" style="position:absolute;font-weight:normal;left:4.693px;top:499.1px;">Limited and ConocoPhillips (U.K.) Gama Limited.<div style="display:inline-block;width:5.5px"> </div>The parties entered into a settlement agreement<div style="display:inline-block;width:2.18px"> </div>in October </div><div id="a37893" style="position:absolute;font-weight:normal;left:4.693px;top:515.1px;">2019, and the arbitration was dismissed in<div style="display:inline-block;width:2.15px"> </div>December 2019 as a result of this agreement. </div><div id="a37899" style="position:absolute;font-weight:normal;left:4.693px;top:531.3px;"> </div><div id="a37900" style="position:absolute;font-weight:normal;left:4.693px;top:547.5px;">In 2017 and 2018, cities, counties, and a state<div style="display:inline-block;width:2.13px"> </div>government in California, New York, Washington, Rhode Island </div><div id="a37902" style="position:absolute;font-weight:normal;left:4.693px;top:563.5px;">and Maryland, as well as the Pacific Coast Federation<div style="display:inline-block;width:1.94px"> </div>of Fishermen’s Association, Inc., have filed lawsuits </div><div id="a37903" style="position:absolute;font-weight:normal;left:4.693px;top:579.6px;">against oil and gas companies, including ConocoPhillips,<div style="display:inline-block;width:1.8px"> </div>seeking compensatory damages and equitable<div style="display:inline-block;width:2.1px"> </div>relief </div><div id="a37905" style="position:absolute;font-weight:normal;left:4.693px;top:595.6px;">to abate alleged climate change impacts.<div style="display:inline-block;width:5.92px"> </div>ConocoPhillips is vigorously defending against<div style="display:inline-block;width:1.92px"> </div>these lawsuits.<div style="display:inline-block;width:6.68px"> </div>The </div><div id="a37906" style="position:absolute;font-weight:normal;left:4.693px;top:611.8px;">lawsuits brought by the Cities of San Francisco,<div style="display:inline-block;width:2px"> </div>Oakland and New York have been dismissed by the district </div><div id="a37908" style="position:absolute;font-weight:normal;left:4.693px;top:627.9px;">courts and appeals are pending.<div style="display:inline-block;width:6.09px"> </div>Lawsuits filed by other cities and counties<div style="display:inline-block;width:2.1px"> </div>in California and Washington are </div><div id="a37909" style="position:absolute;font-weight:normal;left:4.693px;top:643.9px;">currently stayed pending resolution of the appeals<div style="display:inline-block;width:1.99px"> </div>brought by the Cities of San Francisco and<div style="display:inline-block;width:2.07px"> </div>Oakland to the </div><div id="a37910" style="position:absolute;font-weight:normal;left:4.693px;top:660.1px;">U.S. Court of Appeals for the Ninth Circuit.<div style="display:inline-block;width:5.7px"> </div>Lawsuits filed in Maryland and Rhode Island<div style="display:inline-block;width:2.01px"> </div>are proceeding in </div><div id="a37913" style="position:absolute;font-weight:normal;left:4.693px;top:676.3px;">state court while rulings in those matters, on the<div style="display:inline-block;width:2.12px"> </div>issue of whether the matters should proceed<div style="display:inline-block;width:2.17px"> </div>in state or federal </div><div id="a37914" style="position:absolute;font-weight:normal;left:4.693px;top:692.3px;">court, are on appeal to the U.S. Court of Appeals<div style="display:inline-block;width:2.21px"> </div>for the Fourth Circuit and First Circuit,<div style="display:inline-block;width:2.07px"> </div>respectively. </div><div id="a37918" style="position:absolute;font-weight:normal;left:4.693px;top:708.5px;"> </div><div id="a37919" style="position:absolute;font-weight:normal;left:4.693px;top:724.5px;">Several Louisiana parishes and individual landowners<div style="display:inline-block;width:1.95px"> </div>have filed lawsuits against oil and gas companies, </div><div id="a37920" style="position:absolute;font-weight:normal;left:4.693px;top:740.6px;">including ConocoPhillips, seeking compensatory<div style="display:inline-block;width:2.15px"> </div>damages in connection with historical oil<div style="display:inline-block;width:2.05px"> </div>and gas operations </div><div id="a37922" style="position:absolute;font-weight:normal;left:4.693px;top:756.8px;">in Louisiana.<div style="display:inline-block;width:6.65px"> </div>All parish lawsuits are stayed pending an appeal<div style="display:inline-block;width:2.02px"> </div>to the Fifth Circuit Court of Appeals on the </div><div id="a37923" style="position:absolute;font-weight:normal;left:4.693px;top:772.8px;">issue of whether they will proceed in federal or<div style="display:inline-block;width:2.14px"> </div>state court.<div style="display:inline-block;width:6.55px"> </div>ConocoPhillips will vigorously defend against </div><div id="a37924" style="position:absolute;font-weight:normal;left:4.693px;top:788.9px;">these lawsuits. </div><div id="a37927" style="position:absolute;font-weight:normal;left:4.693px;top:804.9px;"><div style="display:inline-block;width:195.55px"> </div></div></div><div id="TextBlockContainer790" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:641px;height:130px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a37932" style="position:absolute;font-weight:normal;left:4.693px;top:0px;"> </div><div id="a37933" style="position:absolute;font-weight:bold;left:4.693px;top:16px;">Long-Term Throughput Agreements and Take<div style="display:inline-block;width:1.63px"> </div>-or-Pay Agreements </div><div id="a37941" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;">We have certain throughput agreements and take-or-pay agreements in support of financing arrangements.<div style="display:inline-block;width:5.31px"> </div></div><div id="a37946" style="position:absolute;font-weight:normal;left:4.693px;top:48.2px;">The agreements typically provide for natural gas<div style="display:inline-block;width:2.17px"> </div>or crude oil transportation to be used in<div style="display:inline-block;width:2.14px"> </div>the ordinary course of </div><div id="a37948" style="position:absolute;font-weight:normal;left:4.693px;top:64.3px;">the company’s business.<div style="display:inline-block;width:7.04px"> </div>The aggregate amounts of estimated payments<div style="display:inline-block;width:2.11px"> </div>under these various agreements are: </div><div id="a37949" style="position:absolute;font-weight:normal;left:4.693px;top:80.5px;">2020—$</div><div id="a37949_6_1" style="position:absolute;font-weight:normal;left:53.808px;top:80.5px;">7 </div><div id="a37949_7_16" style="position:absolute;font-weight:normal;left:60.848px;top:80.5px;"><div style="display:inline-block;width:3.52px"> </div>million; 2021—$</div><div id="a37949_23_1" style="position:absolute;font-weight:normal;left:161.168px;top:80.5px;">7 </div><div id="a37949_24_16" style="position:absolute;font-weight:normal;left:168.048px;top:80.5px;"><div style="display:inline-block;width:3.52px"> </div>million; 2022—$</div><div id="a37949_40_1" style="position:absolute;font-weight:normal;left:268.568px;top:80.5px;">7 </div><div id="a37949_41_16" style="position:absolute;font-weight:normal;left:275.608px;top:80.5px;"><div style="display:inline-block;width:3.52px"> </div>million; 2023—$</div><div id="a37949_57_1" style="position:absolute;font-weight:normal;left:375.955px;top:80.5px;">7 </div><div id="a37949_58_16" style="position:absolute;font-weight:normal;left:382.995px;top:80.5px;"><div style="display:inline-block;width:3.52px"> </div>million; 2024—$</div><div id="a37949_74_1" style="position:absolute;font-weight:normal;left:483.315px;top:80.5px;">7 </div><div id="a37949_75_23" style="position:absolute;font-weight:normal;left:490.195px;top:80.5px;"><div style="display:inline-block;width:3.52px"> </div>million; and 2025 and </div><div id="a37969" style="position:absolute;font-weight:normal;left:4.693px;top:96.5px;">after—$</div><div id="a37969_7_2" style="position:absolute;font-weight:normal;left:51.408px;top:96.5px;">57 </div><div id="a37969_9_53" style="position:absolute;font-weight:normal;left:65.488px;top:96.5px;"><div style="display:inline-block;width:3.52px"> </div>million.<div style="display:inline-block;width:6.68px"> </div>Total payments under the agreements were $</div><div id="a37969_62_2" style="position:absolute;font-weight:normal;left:371.128px;top:96.5px;">25 </div><div id="a37969_64_19" style="position:absolute;font-weight:normal;left:385.235px;top:96.5px;"><div style="display:inline-block;width:3.52px"> </div>million in 2019, $</div><div id="a37969_83_2" style="position:absolute;font-weight:normal;left:488.915px;top:96.5px;">39 </div><div id="a37969_85_21" style="position:absolute;font-weight:normal;left:502.995px;top:96.5px;"><div style="display:inline-block;width:3.52px"> </div>million in 2018 and </div><div id="a37984" style="position:absolute;font-weight:normal;left:4.693px;top:112.7px;">$</div><div id="a37984_1_2" style="position:absolute;font-weight:normal;left:11.733px;top:112.7px;">43 </div><div id="a37984_3_18" style="position:absolute;font-weight:normal;left:25.813px;top:112.7px;"><div style="display:inline-block;width:3.52px"> </div>million in 2017. </div></div> 277000000 8700000000 227000000 8500000000 2000000000 under their agreements in connection with the expropriation of the projects and other pre-expropriation fiscal measures. In 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. 754000000 55000000 380000000 42000000 337000000 75000000 262000000 54000000 7000000 7000000 7000000 7000000 7000000 57000000 25000000 39000000 43000000 <div id="TextBlockContainer792" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:642px;height:210px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a37990" style="position:absolute;font-weight:bold;left:4.693px;top:0px;">Note 14—Derivative and Financial Instruments </div><div id="a37994" style="position:absolute;font-weight:normal;left:4.693px;top:16px;"> </div><div id="a37995" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;">We use futures, forwards, swaps and options in various markets to meet our customer<div style="display:inline-block;width:2.04px"> </div>needs and capture </div><div id="a37996" style="position:absolute;font-weight:normal;left:4.693px;top:48.3px;">market opportunities.<div style="display:inline-block;width:6.28px"> </div>Our commodity business primarily consists of<div style="display:inline-block;width:2.17px"> </div>natural gas, crude oil, bitumen, LNG and </div><div id="a37998" style="position:absolute;font-weight:normal;left:4.693px;top:64.3px;">NGLs.<div style="display:inline-block;width:10.38px"> </div></div><div id="a38000" style="position:absolute;font-weight:normal;left:4.693px;top:80.5px;"> </div><div id="a38001" style="position:absolute;font-weight:normal;left:4.693px;top:96.5px;">Our derivative instruments are held at fair value<div style="display:inline-block;width:2.17px"> </div>on our consolidated balance sheet.<div style="display:inline-block;width:5.83px"> </div>Where these balances have </div><div id="a38002" style="position:absolute;font-weight:normal;left:4.693px;top:112.7px;">the right of setoff, they are presented on a net basis.<div style="display:inline-block;width:5.72px"> </div>Related cash flows are recorded as operating<div style="display:inline-block;width:2.16px"> </div>activities on </div><div id="a38004" style="position:absolute;font-weight:normal;left:4.693px;top:128.8px;">our consolidated statement of cash flows.<div style="display:inline-block;width:5.84px"> </div>On our consolidated income statement, realized<div style="display:inline-block;width:2.03px"> </div>and unrealized gains </div><div id="a38005" style="position:absolute;font-weight:normal;left:4.693px;top:144.8px;">and losses are recognized either on a gross basis<div style="display:inline-block;width:2.1px"> </div>if directly related to our physical business<div style="display:inline-block;width:2.12px"> </div>or a net basis if held </div><div id="a38007" style="position:absolute;font-weight:normal;left:4.693px;top:161px;">for trading.<div style="display:inline-block;width:6.74px"> </div>Gains and losses related to contracts that meet<div style="display:inline-block;width:1.91px"> </div>and are designated with the NPNS exception are </div><div id="a38008" style="position:absolute;font-weight:normal;left:4.693px;top:177.2px;">recognized upon settlement.<div style="display:inline-block;width:6.14px"> </div>We generally apply this exception to eligible crude contracts.<div style="display:inline-block;width:6.31px"> </div>We do not use </div><div id="a38011" style="position:absolute;font-weight:normal;left:4.693px;top:193.2px;">hedge accounting for our commodity derivatives. </div></div><div id="TextBlockContainer796" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:632px;height:177px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="div_794_XBRL_CS_fe8e4c3aa68043e39e6b5526e3a3c18c" style="position:absolute;left:0px;top:0px;float:left;"><div id="TextBlockContainer795" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:632px;height:177px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a38014" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">The following table presents the gross fair values<div style="display:inline-block;width:2.14px"> </div>of our commodity derivatives, excluding<div style="display:inline-block;width:2.15px"> </div>collateral, and the </div><div id="a38015" style="position:absolute;font-weight:normal;left:4.693px;top:16.2px;">line items where they appear on our consolidated<div style="display:inline-block;width:2.14px"> </div>balance sheet:</div><div id="a38023" style="position:absolute;font-weight:normal;left:474.035px;top:46.2px;">Millions of Dollars</div><div id="a38026" style="position:absolute;font-weight:bold;left:499.795px;top:63px;">2019</div><div id="a38029" style="position:absolute;font-weight:normal;left:601.915px;top:63px;">2018</div><div id="a38031" style="position:absolute;font-weight:bold;left:4.693px;top:79.8px;">Assets</div><div id="a38037" style="position:absolute;font-weight:normal;left:4.693px;top:95.9px;">Prepaid expenses and other current assets</div><div id="a38039" style="position:absolute;font-weight:bold;left:425.715px;top:95.9px;">$</div><div id="a38041" style="position:absolute;font-weight:bold;left:502.835px;top:95.9px;">288 </div><div id="a38044" style="position:absolute;font-weight:normal;left:604.955px;top:95.9px;">410 </div><div id="a38046" style="position:absolute;font-weight:normal;left:4.693px;top:112px;">Other assets</div><div id="a38049" style="position:absolute;font-weight:bold;left:509.715px;top:112px;">34 </div><div id="a38052" style="position:absolute;font-weight:normal;left:611.835px;top:112px;">40 </div><div id="a38054" style="position:absolute;font-weight:bold;left:4.693px;top:128.2px;">Liabilities</div><div id="a38060" style="position:absolute;font-weight:normal;left:4.693px;top:144.2px;">Other accruals</div><div id="a38063" style="position:absolute;font-weight:bold;left:502.835px;top:144.2px;">283 </div><div id="a38066" style="position:absolute;font-weight:normal;left:604.955px;top:144.2px;">370 </div><div id="a38068" style="position:absolute;font-weight:normal;left:4.693px;top:160.3px;">Other liabilities and deferred credits</div><div id="a38071" style="position:absolute;font-weight:bold;left:509.715px;top:160.3px;">28 </div><div id="a38074" style="position:absolute;font-weight:normal;left:611.835px;top:160.3px;">30 </div></div></div></div><div id="TextBlockContainer800" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:635px;height:145px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="div_798_XBRL_CS_4b9cf5e7cb48480488fcdf4a171e9dd1" style="position:absolute;left:0px;top:0px;float:left;"><div id="TextBlockContainer799" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:635px;height:145px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a38078" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">The gains (losses) from commodity derivatives<div style="display:inline-block;width:2.01px"> </div>incurred, and the line items where they appear<div style="display:inline-block;width:2.03px"> </div>on our </div><div id="a38080" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">consolidated income statement were:</div><div id="a38090" style="position:absolute;font-weight:normal;left:461.555px;top:47px;">Millions of Dollars</div><div id="a38093" style="position:absolute;font-weight:bold;left:448.755px;top:63.7px;">2019</div><div id="a38096" style="position:absolute;font-weight:normal;left:525.715px;top:63.7px;">2018</div><div id="a38099" style="position:absolute;font-weight:normal;left:602.715px;top:63.7px;">2017</div><div id="a38108" style="position:absolute;font-weight:normal;left:4.693px;top:95.8px;">Sales and other operating revenues</div><div id="a38110" style="position:absolute;font-weight:bold;left:399.795px;top:95.8px;">$</div><div id="a38112" style="position:absolute;font-weight:bold;left:451.795px;top:95.8px;">141 </div><div id="a38115" style="position:absolute;font-weight:normal;left:535.675px;top:95.8px;">45 </div><div id="a38118" style="position:absolute;font-weight:normal;left:612.635px;top:95.8px;">77 </div><div id="a38120" style="position:absolute;font-weight:normal;left:4.693px;top:112px;">Other income </div><div id="a38123" style="position:absolute;font-weight:bold;left:465.715px;top:112px;">4 </div><div id="a38126" style="position:absolute;font-weight:normal;left:542.715px;top:112px;">7 </div><div id="a38129" style="position:absolute;font-weight:normal;left:622.075px;top:112px;">- </div><div id="a38131" style="position:absolute;font-weight:normal;left:4.693px;top:128px;">Purchased commodities</div><div id="a38134" style="position:absolute;font-weight:bold;left:446.355px;top:128px;">(118) </div><div id="a38137" style="position:absolute;font-weight:normal;left:530.395px;top:128px;">(41) </div><div id="a38140" style="position:absolute;font-weight:normal;left:607.355px;top:128px;">(61) </div></div></div></div><div id="TextBlockContainer803" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:635px;height:162px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a38147" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">The table below summarizes our material net exposures<div style="display:inline-block;width:2.05px"> </div>resulting from outstanding commodity<div style="display:inline-block;width:2.16px"> </div>derivative </div><div id="a38148" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">contracts:</div><div id="a38158" style="position:absolute;font-weight:normal;left:492.915px;top:46.9px;">Open Position</div><div id="a38161" style="position:absolute;font-weight:normal;left:496.275px;top:63.1px;">Long/(Short)</div><div id="a38165" style="position:absolute;font-weight:bold;left:504.755px;top:79.9px;">2019</div><div id="a38168" style="position:absolute;font-weight:normal;left:601.755px;top:79.9px;">2018</div><div id="a38170" style="position:absolute;font-weight:bold;left:4.693px;top:96.7px;">Commodity</div><div id="a38176" style="position:absolute;font-weight:normal;left:4.693px;top:112.7px;">Natural gas and power (billions of cubic feet equivalent)</div><div id="a38184" style="position:absolute;font-weight:normal;left:14.773px;top:128.8px;">Fixed price</div><div id="a38187" style="position:absolute;font-weight:bold;left:516.435px;top:128.8px;-sec-ix-hidden:ID_2108;">(5) </div><div id="a38190" style="position:absolute;font-weight:normal;left:606.395px;top:128.8px;-sec-ix-hidden:ID_2110;">(17) </div><div id="a38193" style="position:absolute;font-weight:normal;left:14.773px;top:144.8px;">Basis</div><div id="a38196" style="position:absolute;font-weight:bold;left:509.395px;top:144.8px;-sec-ix-hidden:ID_2109;">(23) </div><div id="a38199" style="position:absolute;font-weight:normal;left:613.435px;top:144.8px;-sec-ix-hidden:ID_2686;">(1) </div></div><div id="TextBlockContainer806" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:636px;height:97px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a38203" style="position:absolute;font-weight:bold;left:4.693px;top:0px;">Foreign Currency Exchange Derivatives </div><div id="a38205" style="position:absolute;font-weight:normal;left:4.693px;top:16.2px;">We have foreign currency exchange rate risk resulting from international operations.<div style="display:inline-block;width:5.36px"> </div>Our foreign currency </div><div id="a38206" style="position:absolute;font-weight:normal;left:4.693px;top:32.3px;">exchange derivative activity primarily<div style="display:inline-block;width:2.2px"> </div>relates to managing our cash-related foreign currency<div style="display:inline-block;width:2.05px"> </div>exchange rate </div><div id="a38212" style="position:absolute;font-weight:normal;left:4.693px;top:48.4px;">exposures, such as firm commitments for<div style="display:inline-block;width:2.13px"> </div>capital programs or local currency tax payments,<div style="display:inline-block;width:2.18px"> </div>dividends and cash </div><div id="a38218" style="position:absolute;font-weight:normal;left:4.693px;top:64.5px;">returns from net investments in foreign affiliates,<div style="display:inline-block;width:2.25px"> </div>and investments in equity securities.<div style="display:inline-block;width:5.92px"> </div>We do not elect hedge </div><div id="a38222" style="position:absolute;font-weight:normal;left:4.693px;top:80.5px;">accounting on our foreign currency exchange<div style="display:inline-block;width:2.16px"> </div>derivatives. </div></div><div id="TextBlockContainer810" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:627px;height:162px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="div_808_XBRL_CS_f5e23d20b5724ed58a74d7bd9c965757" style="position:absolute;left:0px;top:0px;float:left;"><div id="TextBlockContainer809" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:627px;height:162px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a38225" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">The following table presents the gross fair values<div style="display:inline-block;width:2.14px"> </div>of our foreign currency exchange derivatives,<div style="display:inline-block;width:1.95px"> </div>excluding </div><div id="a38226" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">collateral, and the line items where they appear<div style="display:inline-block;width:2.16px"> </div>on our consolidated balance sheet:</div><div id="a38237" style="position:absolute;font-weight:normal;left:476.435px;top:46.9px;">Millions of Dollars</div><div id="a38241" style="position:absolute;font-weight:bold;left:499.475px;top:63.7px;">2019</div><div id="a38244" style="position:absolute;font-weight:normal;left:596.475px;top:63.7px;">2018</div><div id="a38246" style="position:absolute;font-weight:bold;left:4.693px;top:80.5px;">Assets</div><div id="a38252" style="position:absolute;font-weight:normal;left:4.693px;top:96.6px;">Prepaid expenses and other current assets</div><div id="a38254" style="position:absolute;font-weight:bold;left:435.795px;top:96.6px;">$</div><div id="a38256" style="position:absolute;font-weight:bold;left:516.435px;top:96.6px;">1 </div><div id="a38259" style="position:absolute;font-weight:normal;left:613.435px;top:96.6px;">7 </div><div id="a38261" style="position:absolute;font-weight:bold;left:4.693px;top:112.6px;">Liabilities</div><div id="a38267" style="position:absolute;font-weight:normal;left:4.693px;top:128.8px;">Other accruals</div><div id="a38270" style="position:absolute;font-weight:bold;left:509.395px;top:128.8px;">20 </div><div id="a38273" style="position:absolute;font-weight:normal;left:613.435px;top:128.8px;">6 </div><div id="a38275" style="position:absolute;font-weight:normal;left:4.693px;top:144.8px;">Other liabilities and deferred credits</div><div id="a38278" style="position:absolute;font-weight:bold;left:516.435px;top:144.8px;">8 </div><div id="a38281" style="position:absolute;font-weight:normal;left:615.835px;top:144.8px;">- </div></div></div></div><div id="TextBlockContainer814" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:632px;height:112px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="div_812_XBRL_CS_ef62f0aeb2434f66ae9c17ba424adb51" style="position:absolute;left:0px;top:0px;float:left;"><div id="TextBlockContainer813" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:632px;height:112px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a38285" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">The losses from foreign currency exchange derivatives<div style="display:inline-block;width:1.87px"> </div>incurred and the line item where they appear<div style="display:inline-block;width:2.07px"> </div>on our </div><div id="a38287" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">consolidated income statement were:</div><div id="a38297" style="position:absolute;font-weight:normal;left:460.595px;top:46.1px;">Millions of Dollars</div><div id="a38301" style="position:absolute;font-weight:bold;left:447.795px;top:62.9px;">2019</div><div id="a38304" style="position:absolute;font-weight:normal;left:524.755px;top:62.9px;">2018</div><div id="a38307" style="position:absolute;font-weight:normal;left:601.755px;top:62.9px;">2017</div><div id="a38316" style="position:absolute;font-weight:normal;left:4.693px;top:94.9px;">Foreign currency transaction losses </div><div id="a38318" style="position:absolute;font-weight:bold;left:398.835px;top:94.9px;">$</div><div id="a38320" style="position:absolute;font-weight:bold;left:457.715px;top:94.9px;">16 </div><div id="a38323" style="position:absolute;font-weight:normal;left:541.755px;top:94.9px;">1 </div><div id="a38326" style="position:absolute;font-weight:normal;left:611.675px;top:94.9px;">13 </div></div></div></div><div id="TextBlockContainer818" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:632px;height:174px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="div_816_XBRL_CS_c6a758a63dc841d98a3b9160009ec22f" style="position:absolute;left:0px;top:0px;float:left;"><div id="TextBlockContainer817" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:632px;height:174px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a38329" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">We had the following net notional position of outstanding foreign currency exchange<div style="display:inline-block;width:2.01px"> </div>derivatives:</div><div id="a38337" style="position:absolute;font-weight:normal;left:505.555px;top:30.9px;">In Millions</div><div id="a38339" style="position:absolute;font-weight:normal;left:484.435px;top:47px;">Notional Currency </div><div id="a38342" style="position:absolute;font-weight:bold;left:517.875px;top:63.7px;">2019</div><div id="a38345" style="position:absolute;font-weight:normal;left:601.755px;top:63.7px;">2018</div><div id="a38347" style="position:absolute;font-weight:bold;left:4.693px;top:80.5px;">Foreign Currency Exchange Derivatives</div><div id="a38353" style="position:absolute;font-weight:normal;left:4.693px;top:96.7px;">Sell U.S. dollar, buy British pound</div><div id="a38356" style="position:absolute;font-weight:normal;left:443.795px;top:96.7px;">USD</div><div id="a38358" style="position:absolute;font-weight:bold;left:537.115px;top:96.7px;">- </div><div id="a38361" style="position:absolute;font-weight:normal;left:604.795px;top:96.7px;">805 </div><div id="a38363" style="position:absolute;font-weight:normal;left:4.693px;top:112.7px;">Sell British pound, buy other currencies*</div><div id="a38365" style="position:absolute;font-weight:normal;left:443.795px;top:112.7px;">GBP</div><div id="a38367" style="position:absolute;font-weight:bold;left:537.115px;top:112.7px;">- </div><div id="a38370" style="position:absolute;font-weight:normal;left:611.675px;top:112.7px;">21 </div><div id="a38372" style="position:absolute;font-weight:normal;left:4.693px;top:128.8px;">Buy British pound, sell euro</div><div id="a38374" style="position:absolute;font-weight:normal;left:443.795px;top:128.8px;">GBP</div><div id="a38376" style="position:absolute;font-weight:bold;left:534.715px;top:128.8px;">4 </div><div id="a38379" style="position:absolute;font-weight:normal;left:621.115px;top:128.8px;">- </div><div id="a38381" style="position:absolute;font-weight:normal;left:4.693px;top:145px;">Sell Canadian dollar, buy U.S. dollar</div><div id="a38383" style="position:absolute;font-weight:normal;left:443.795px;top:145px;">CAD</div><div id="a38385" style="position:absolute;font-weight:bold;left:510.195px;top:145px;">1,337 </div><div id="a38388" style="position:absolute;font-weight:normal;left:594.235px;top:145px;">1,242 </div><div id="a38390" style="position:absolute;font-size:10.72px;font-weight:normal;font-style:italic;left:4.693px;top:161.7px;">*Primarily euro and Norwegian krone. </div></div></div></div><div id="TextBlockContainer820" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:619px;height:65px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a38399" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">In December 2017, we entered into foreign exchange zero cost collars buying the right to sell $1.25 billion </div><div id="a38401" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">CAD at $0.707 CAD and selling the right to buy $1.25 billion CAD at $0.842 CAD against the U.S. dollar. </div><div id="a38402" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;">The collar expired during the second quarter of 2019 and we entered into new foreign currency exchange </div><div id="a38404" style="position:absolute;font-weight:normal;left:4.693px;top:48.2px;">forward contracts to sell $1.35 billion CAD at $0.748 CAD against the U.S. dollar. </div></div><div id="TextBlockContainer822" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:638px;height:264px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a38408" style="position:absolute;font-weight:bold;left:4.693px;top:0px;">Financial Instruments </div><div id="a38410" style="position:absolute;font-weight:normal;left:4.693px;top:16.2px;">We invest in financial instruments with maturities based on our cash forecasts for<div style="display:inline-block;width:2.09px"> </div>the various accounts and </div><div id="a38414" style="position:absolute;font-weight:normal;left:4.693px;top:32.3px;">currency pools we manage.<div style="display:inline-block;width:6.12px"> </div>The types of financial instruments in which we currently<div style="display:inline-block;width:1.81px"> </div>invest include: </div><div id="a38425" style="position:absolute;font-weight:normal;left:4.693px;top:48.3px;"> </div><div id="a38426" style="position:absolute;font-weight:normal;left:28.693px;top:65.4px;">●</div><div id="a38427" style="position:absolute;font-family:Arial;font-weight:normal;left:35.093px;top:65.3px;"> </div><div id="a38428" style="position:absolute;font-weight:normal;left:52.688px;top:65.4px;">Time deposits: Interest bearing deposits placed with financial<div style="display:inline-block;width:2.14px"> </div>institutions. </div><div id="a38430" style="position:absolute;font-weight:normal;left:28.693px;top:82.6px;">●</div><div id="a38431" style="position:absolute;font-family:Arial;font-weight:normal;left:35.093px;top:82.4px;"> </div><div id="a38432" style="position:absolute;font-weight:normal;left:52.688px;top:82.6px;">Demand deposits:<div style="display:inline-block;width:6.4px"> </div>Interest bearing deposits placed with financial<div style="display:inline-block;width:2.07px"> </div>institutions.<div style="display:inline-block;width:6.6px"> </div>Deposited funds can be </div><div id="a38434" style="position:absolute;font-weight:normal;left:52.688px;top:98.7px;">withdrawn without notice. </div><div id="a38436" style="position:absolute;font-weight:normal;left:28.693px;top:115.7px;">●</div><div id="a38437" style="position:absolute;font-family:Arial;font-weight:normal;left:35.093px;top:115.5px;"> </div><div id="a38438" style="position:absolute;font-weight:normal;left:52.688px;top:115.7px;">Commercial paper: Unsecured promissory notes issued<div style="display:inline-block;width:1.94px"> </div>by a corporation, commercial bank or </div><div id="a38441" style="position:absolute;font-weight:normal;left:52.688px;top:131.8px;">government agency purchased at a discount to<div style="display:inline-block;width:2.17px"> </div>mature at par.<div style="display:inline-block;width:7.21px"> </div></div><div id="a38443" style="position:absolute;font-weight:normal;left:28.693px;top:149px;">●</div><div id="a38444" style="position:absolute;font-family:Arial;font-weight:normal;left:35.093px;top:148.9px;"> </div><div id="a38445" style="position:absolute;font-weight:normal;left:52.688px;top:149px;">U.S. government or government agency obligations:<div style="display:inline-block;width:1.93px"> </div>Securities issued by the U.S. government or<div style="display:inline-block;width:2.16px"> </div>U.S. </div><div id="a38449" style="position:absolute;font-weight:normal;left:52.688px;top:165.2px;">government agencies. </div><div id="a38451" style="position:absolute;font-weight:normal;left:28.693px;top:182.1px;">●</div><div id="a38452" style="position:absolute;font-family:Arial;font-weight:normal;left:35.093px;top:182px;"> </div><div id="a38453" style="position:absolute;font-weight:normal;left:52.688px;top:182.1px;">Corporate bonds:<div style="display:inline-block;width:6.47px"> </div>Unsecured debt securities issued by corporations. </div><div id="a38457" style="position:absolute;font-weight:normal;left:28.693px;top:199.2px;">●</div><div id="a38458" style="position:absolute;font-family:Arial;font-weight:normal;left:35.093px;top:199.1px;"> </div><div id="a38459" style="position:absolute;font-weight:normal;left:52.688px;top:199.2px;">Asset-backed securities: Collateralized debt securities. </div><div id="a38466" style="position:absolute;font-weight:normal;left:4.693px;top:215.4px;"> </div><div id="a38467" style="position:absolute;font-weight:normal;left:4.693px;top:231.6px;"> </div><div id="a38468" style="position:absolute;font-weight:normal;left:4.693px;top:247.6px;">The following investments are carried on our<div style="display:inline-block;width:2.18px"> </div>consolidated balance sheet at cost, plus accrued<div style="display:inline-block;width:2.12px"> </div>interest:</div></div><div id="TextBlockContainer826" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:109px;height:17px;display:inline-block;"><div id="div_824_XBRL_CS_a65bd669d2d24b30afb71d9d783c47a3" style="position:absolute;left:0px;top:0px;float:left;"><div id="TextBlockContainer825" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:109px;height:17px;display:inline-block;"><div id="a38476" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">Carrying Amount</div></div></div></div><div id="TextBlockContainer829" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:634px;height:357px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a38641" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">The following table reflects our investments<div style="display:inline-block;width:2.13px"> </div>in debt securities classified as available<div style="display:inline-block;width:2.16px"> </div>for sale at December 31, </div><div id="a38642" style="position:absolute;font-weight:normal;left:4.693px;top:16.2px;">2019 which are carried at fair value:</div><div id="a38652" style="position:absolute;font-weight:normal;left:439.475px;top:49.3px;">Millions of Dollars</div><div id="a38655" style="position:absolute;font-weight:normal;left:443.635px;top:66.1px;">Carrying Amount</div><div id="a38659" style="position:absolute;font-weight:normal;left:382.355px;top:109px;">Cash and </div><div id="a38660" style="position:absolute;font-weight:normal;left:394.195px;top:125.1px;">Cash </div><div id="a38661" style="position:absolute;font-weight:normal;left:375.155px;top:141.3px;">Equivalents</div><div id="a38664" style="position:absolute;font-weight:normal;left:466.515px;top:125.1px;">Short-Term </div><div id="a38667" style="position:absolute;font-weight:normal;left:465.395px;top:141.3px;">Investments</div><div id="a38670" style="position:absolute;font-weight:normal;left:556.475px;top:93px;">Investments </div><div id="a38671" style="position:absolute;font-weight:normal;left:561.435px;top:109px;">and Long-</div><div id="a38673" style="position:absolute;font-weight:normal;left:575.195px;top:125.1px;">Term </div><div id="a38674" style="position:absolute;font-weight:normal;left:556.475px;top:141.3px;">Receivables</div><div id="a38683" style="position:absolute;font-weight:bold;left:4.693px;top:173.3px;">Corporate Bonds</div><div id="a38691" style="position:absolute;font-weight:normal;left:4.693px;top:189.5px;">Remaining maturities within one year</div><div id="a38693" style="position:absolute;font-weight:bold;left:361.715px;top:189.5px;">$</div><div id="a38695" style="position:absolute;font-weight:bold;left:436.755px;top:189.5px;">1 </div><div id="a38698" style="position:absolute;font-weight:bold;left:520.755px;top:189.5px;">59 </div><div id="a38701" style="position:absolute;font-weight:bold;left:621.275px;top:189.5px;">- </div><div id="a38703" style="position:absolute;font-weight:normal;left:4.693px;top:205.5px;">Remaining maturities greater than one year through<div style="display:inline-block;width:2.07px"> </div>five years</div><div id="a38706" style="position:absolute;font-weight:bold;left:439.155px;top:205.5px;">- </div><div id="a38709" style="position:absolute;font-weight:bold;left:530.235px;top:205.5px;">- </div><div id="a38712" style="position:absolute;font-weight:bold;left:611.835px;top:205.5px;">99 </div><div id="a38714" style="position:absolute;font-weight:bold;left:4.693px;top:221.6px;">Commercial Paper</div><div id="a38722" style="position:absolute;font-weight:normal;left:4.693px;top:237.8px;">Remaining maturities within one year</div><div id="a38725" style="position:absolute;font-weight:bold;left:436.755px;top:237.8px;">8 </div><div id="a38728" style="position:absolute;font-weight:bold;left:520.755px;top:237.8px;">30 </div><div id="a38731" style="position:absolute;font-weight:bold;left:621.275px;top:237.8px;">- </div><div id="a38733" style="position:absolute;font-weight:bold;left:4.693px;top:253.8px;">U.S. Government Obligations</div><div id="a38742" style="position:absolute;font-weight:normal;left:4.693px;top:270px;">Remaining maturities within one year</div><div id="a38745" style="position:absolute;font-weight:bold;left:439.155px;top:270px;">- </div><div id="a38748" style="position:absolute;font-weight:bold;left:520.755px;top:270px;">10 </div><div id="a38751" style="position:absolute;font-weight:bold;left:621.275px;top:270px;">- </div><div id="a38753" style="position:absolute;font-weight:normal;left:4.693px;top:286.1px;">Remaining maturities greater than one year through<div style="display:inline-block;width:2.07px"> </div>five years</div><div id="a38756" style="position:absolute;font-weight:bold;left:439.155px;top:286.1px;">- </div><div id="a38759" style="position:absolute;font-weight:bold;left:530.235px;top:286.1px;">- </div><div id="a38762" style="position:absolute;font-weight:bold;left:611.835px;top:286.1px;">15 </div><div id="a38764" style="position:absolute;font-weight:bold;left:4.693px;top:304.1px;">Asset-backed Securities</div><div id="a38774" style="position:absolute;font-weight:normal;left:4.693px;top:320.2px;">Remaining maturities greater than one year through<div style="display:inline-block;width:2.07px"> </div>five years</div><div id="a38777" style="position:absolute;font-weight:bold;left:439.155px;top:320.2px;">- </div><div id="a38780" style="position:absolute;font-weight:bold;left:530.235px;top:320.2px;">- </div><div id="a38783" style="position:absolute;font-weight:bold;left:611.835px;top:320.2px;">19 </div><div id="a38786" style="position:absolute;font-weight:bold;left:361.715px;top:339.9px;">$</div><div id="a38788" style="position:absolute;font-weight:bold;left:436.755px;top:339.9px;">9 </div><div id="a38791" style="position:absolute;font-weight:bold;left:520.755px;top:339.9px;">99 </div><div id="a38794" style="position:absolute;font-weight:bold;left:604.955px;top:339.9px;">133 </div></div><div id="TextBlockContainer834" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:630px;height:209px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="div_832_XBRL_TS_f2a08191b9b64494a96939dccbd482b5" style="position:absolute;left:0px;top:0px;float:left;"><div id="TextBlockContainer833" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:630px;height:209px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a38797" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">The following table summarizes the amortized<div style="display:inline-block;width:2.13px"> </div>cost basis and fair value of investments in<div style="display:inline-block;width:2.14px"> </div>debt securities </div><div id="a38798" style="position:absolute;font-weight:normal;left:4.693px;top:16.2px;">classified as available for sale at December 31,<div style="display:inline-block;width:2.13px"> </div>2019:</div><div id="a38806" style="position:absolute;font-weight:normal;left:464.115px;top:49.9px;">Millions of Dollars</div><div id="a38810" style="position:absolute;font-weight:normal;left:428.595px;top:75.2px;">Amortized Cost </div><div id="a38811" style="position:absolute;font-weight:normal;left:487.315px;top:91.4px;">Basis</div><div id="a38814" style="position:absolute;font-weight:normal;left:567.195px;top:91.4px;">Fair Value</div><div id="a38816" style="position:absolute;font-weight:bold;left:4.693px;top:108.2px;">Major Security Type</div><div id="a38822" style="position:absolute;font-weight:normal;left:4.693px;top:124.2px;">Corporate bonds</div><div id="a38824" style="position:absolute;font-weight:bold;left:413.715px;top:124.2px;">$</div><div id="a38826" style="position:absolute;font-weight:bold;left:492.755px;top:124.2px;">159 </div><div id="a38829" style="position:absolute;font-weight:bold;left:601.755px;top:124.2px;">159 </div><div id="a38831" style="position:absolute;font-weight:normal;left:4.693px;top:140.3px;">Commercial paper</div><div id="a38834" style="position:absolute;font-weight:bold;left:499.635px;top:140.3px;">38 </div><div id="a38837" style="position:absolute;font-weight:bold;left:608.635px;top:140.3px;">38 </div><div id="a38839" style="position:absolute;font-weight:normal;left:4.693px;top:156.3px;">U.S. government obligations</div><div id="a38842" style="position:absolute;font-weight:bold;left:499.635px;top:156.3px;">25 </div><div id="a38845" style="position:absolute;font-weight:bold;left:608.635px;top:156.3px;">25 </div><div id="a38847" style="position:absolute;font-weight:normal;left:4.693px;top:172.5px;">Asset-backed securities</div><div id="a38852" style="position:absolute;font-weight:bold;left:499.635px;top:172.5px;">19 </div><div id="a38855" style="position:absolute;font-weight:bold;left:608.635px;top:172.5px;">19 </div><div id="a38858" style="position:absolute;font-weight:bold;left:413.715px;top:192.3px;">$</div><div id="a38860" style="position:absolute;font-weight:bold;left:492.755px;top:192.3px;">241 </div><div id="a38863" style="position:absolute;font-weight:bold;left:601.755px;top:192.3px;">241 </div></div></div></div><div id="TextBlockContainer836" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:598px;height:33px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a38866" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">Gross unrealized gains and gross unrealized losses<div style="display:inline-block;width:2.07px"> </div>included in other comprehensive income related<div style="display:inline-block;width:2.02px"> </div>to </div><div id="a38867" style="position:absolute;font-weight:normal;left:4.693px;top:16.2px;">investments in debt securities classified as available<div style="display:inline-block;width:1.94px"> </div>for sale as of December 31, 2019, were negligible.<div style="display:inline-block;width:5.47px"> </div></div></div><div id="TextBlockContainer838" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:630px;height:98px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a38869" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">There were no other-than-temporary impairments<div style="display:inline-block;width:1.98px"> </div>recognized in earnings or in other comprehensive<div style="display:inline-block;width:2.11px"> </div>income </div><div id="a38874" style="position:absolute;font-weight:normal;left:4.693px;top:16.2px;">during the year ended December 31, 2019. </div><div id="a38878" style="position:absolute;font-weight:normal;left:4.693px;top:32.3px;"> </div><div id="a38879" style="position:absolute;font-weight:normal;left:4.693px;top:48.3px;">Gross realized gains and gross realized losses<div style="display:inline-block;width:2.07px"> </div>included in earnings from sales and redemptions<div style="display:inline-block;width:1.96px"> </div>of investments </div><div id="a38880" style="position:absolute;font-weight:normal;left:4.693px;top:64.5px;">in debt securities classified as available for sale<div style="display:inline-block;width:2.1px"> </div>during the year ended December 31, 2019,<div style="display:inline-block;width:2.09px"> </div>were negligible.<div style="display:inline-block;width:6.62px"> </div></div><div id="a38885" style="position:absolute;font-weight:normal;left:4.693px;top:80.5px;">The cost of securities sold and redeemed is determined<div style="display:inline-block;width:1.85px"> </div>using the specific identification method. </div></div><div id="TextBlockContainer840" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:641px;height:596px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a38890" style="position:absolute;font-weight:bold;left:4.693px;top:0px;">Credit Risk </div><div id="a38892" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">Financial instruments potentially exposed to concentrations<div style="display:inline-block;width:1.69px"> </div>of credit risk consist primarily of cash equivalents, </div><div id="a38893" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;">short-term investments, long-term investments<div style="display:inline-block;width:2.01px"> </div>in debt securities, OTC derivative contracts and trade </div><div id="a38898" style="position:absolute;font-weight:normal;left:4.693px;top:48.2px;">receivables.<div style="display:inline-block;width:6.6px"> </div>Our cash equivalents and short-term investments<div style="display:inline-block;width:2.11px"> </div>are placed in high-quality commercial paper, </div><div id="a38904" style="position:absolute;font-weight:normal;left:4.693px;top:64.3px;">government money market funds, government debt<div style="display:inline-block;width:2px"> </div>securities,<div style="display:inline-block;width:3.05px"> </div>time deposits with major international banks and </div><div id="a38907" style="position:absolute;font-weight:normal;left:4.693px;top:80.5px;">financial institutions,<div style="display:inline-block;width:2.71px"> </div>and high-quality corporate bonds.<div style="display:inline-block;width:6.17px"> </div>Our long-term investments in debt securities<div style="display:inline-block;width:2.18px"> </div>are </div><div id="a38918" style="position:absolute;font-weight:normal;left:4.693px;top:96.5px;">placed in high-quality corporate bonds, U.S. government<div style="display:inline-block;width:1.71px"> </div>obligations, and asset-backed securities.<div style="display:inline-block;width:5.82px"> </div></div><div id="a38928" style="position:absolute;font-weight:normal;left:4.693px;top:112.7px;"><div style="display:inline-block;width:7.04px"> </div></div><div id="a38930" style="position:absolute;font-weight:normal;left:4.693px;top:128.8px;">The credit risk from our OTC derivative contracts,<div style="display:inline-block;width:1.93px"> </div>such as forwards, swaps and options, derives<div style="display:inline-block;width:2.11px"> </div>from the </div><div id="a38931" style="position:absolute;font-weight:normal;left:4.693px;top:144.8px;">counterparty to the transaction.<div style="display:inline-block;width:6.12px"> </div>Individual counterparty exposure is managed<div style="display:inline-block;width:2.02px"> </div>within predetermined credit </div><div id="a38933" style="position:absolute;font-weight:normal;left:4.693px;top:161px;">limits and includes the use of cash-call margins when appropriate,<div style="display:inline-block;width:1.66px"> </div>thereby reducing the risk of significant </div><div id="a38936" style="position:absolute;font-weight:normal;left:4.693px;top:177px;">nonperformance.<div style="display:inline-block;width:6.62px"> </div>We also use futures, swaps and option contracts that have a negligible credit risk<div style="display:inline-block;width:2.05px"> </div>because </div><div id="a38938" style="position:absolute;font-weight:normal;left:4.693px;top:193.1px;">these trades are cleared primarily with an exchange<div style="display:inline-block;width:1.99px"> </div>clearinghouse and subject to mandatory margin </div><div id="a38941" style="position:absolute;font-weight:normal;left:4.693px;top:209.3px;">requirements until settled; however, we are exposed to the credit<div style="display:inline-block;width:2.08px"> </div>risk of those exchange brokers for receivables </div><div id="a38942" style="position:absolute;font-weight:normal;left:4.693px;top:225.3px;">arising from daily margin cash calls, as well as for cash<div style="display:inline-block;width:2.09px"> </div>deposited to meet initial margin requirements.<div style="display:inline-block;width:5.85px"> </div></div><div id="a38945" style="position:absolute;font-weight:normal;left:4.693px;top:241.5px;"> </div><div id="a38946" style="position:absolute;font-weight:normal;left:4.693px;top:257.5px;">Our trade receivables result primarily<div style="display:inline-block;width:2.17px"> </div>from our petroleum operations and reflect a broad<div style="display:inline-block;width:2.1px"> </div>national and </div><div id="a38947" style="position:absolute;font-weight:normal;left:4.693px;top:273.7px;">international customer base, which limits our<div style="display:inline-block;width:2.16px"> </div>exposure to concentrations of credit risk.<div style="display:inline-block;width:5.65px"> </div>The majority of these </div><div id="a38949" style="position:absolute;font-weight:normal;left:4.693px;top:289.8px;">receivables have payment terms of </div><div id="a38949_34_15" style="position:absolute;font-weight:normal;left:202.613px;top:289.8px;-sec-ix-hidden:ID_2767;">30 days or less </div><div id="a38949_49_51" style="position:absolute;font-weight:normal;left:285.493px;top:289.8px;">, and we continually monitor this exposure and<div style="display:inline-block;width:2.06px"> </div>the </div><div id="a38950" style="position:absolute;font-weight:normal;left:4.693px;top:305.8px;">creditworthiness of the counterparties.<div style="display:inline-block;width:5.78px"> </div>We do not generally require collateral to limit the exposure to loss; </div><div id="a38952" style="position:absolute;font-weight:normal;left:4.693px;top:322px;">however, we will sometimes use letters of credit, prepayments<div style="display:inline-block;width:2.09px"> </div>and master netting arrangements to mitigate </div><div id="a38953" style="position:absolute;font-weight:normal;left:4.693px;top:338.1px;">credit risk with counterparties that both buy from<div style="display:inline-block;width:1.97px"> </div>and sell to us, as these agreements permit<div style="display:inline-block;width:2.01px"> </div>the amounts owed </div><div id="a38954" style="position:absolute;font-weight:normal;left:4.693px;top:354.1px;">by us or owed to others<div style="display:inline-block;width:2.93px"> </div>to be offset against amounts due to us. </div><div id="a38957" style="position:absolute;font-weight:normal;left:4.693px;top:370.3px;"> </div><div id="a38958" style="position:absolute;font-weight:normal;left:4.693px;top:386.3px;">Certain of our derivative instruments contain provisions that require us to post collateral if the derivative </div><div id="a38959" style="position:absolute;font-weight:normal;left:4.693px;top:402.5px;">exposure exceeds a threshold amount. We have contracts with fixed threshold amounts and other contracts </div><div id="a38961" style="position:absolute;font-weight:normal;left:4.693px;top:418.6px;">with variable threshold amounts that are contingent on our credit rating. The variable threshold amounts </div><div id="a38962" style="position:absolute;font-weight:normal;left:4.693px;top:434.6px;">typically decline for lower credit ratings, while both the variable and fixed threshold amounts typically revert </div><div id="a38963" style="position:absolute;font-weight:normal;left:4.693px;top:450.8px;">to zero if we fall below investment grade. Cash is the primary collateral in all contracts; however, many also </div><div id="a38966" style="position:absolute;font-weight:normal;left:4.693px;top:466.8px;">permit us to post letters of credit as collateral, such as transactions administered through the New York </div><div id="a38967" style="position:absolute;font-weight:normal;left:4.693px;top:483px;">Mercantile Exchange. </div><div id="a38969" style="position:absolute;font-weight:normal;left:4.693px;top:499.1px;"> </div><div id="a38970" style="position:absolute;font-weight:normal;left:4.693px;top:515.1px;">The aggregate fair value of all derivative<div style="display:inline-block;width:2.15px"> </div>instruments with such credit risk-related contingent<div style="display:inline-block;width:2px"> </div>features that were </div><div id="a38974" style="position:absolute;font-weight:normal;left:4.693px;top:531.3px;">in a liability position on December 31, 2019 and<div style="display:inline-block;width:2.01px"> </div>December 31, 2018, was $</div><div id="a38974_73_2" style="position:absolute;font-weight:normal;left:428.595px;top:531.3px;">79 </div><div id="a38974_75_14" style="position:absolute;font-weight:normal;left:442.675px;top:531.3px;"><div style="display:inline-block;width:3.52px"> </div>million and $</div><div id="a38974_89_2" style="position:absolute;font-weight:normal;left:520.915px;top:531.3px;">62 </div><div id="a38974_91_10" style="position:absolute;font-weight:normal;left:534.875px;top:531.3px;"><div style="display:inline-block;width:3.52px"> </div>million, </div><div id="a38986" style="position:absolute;font-weight:normal;left:4.693px;top:547.5px;">respectively.<div style="display:inline-block;width:7.61px"> </div>For these instruments, </div><div id="a38986_38_13" style="position:absolute;font-weight:normal;left:210.454px;top:547.5px;-sec-ix-hidden:ID_2117;"><div id="XBRL_HS_a6b3fb45682f41fea8a2d5a43abcd8a1" style="position:relative;left:0px;top:0px;-sec-ix-hidden:ID_2115;">no collateral </div> </div><div id="a38986_51_59" style="position:absolute;font-weight:normal;left:280.054px;top:547.5px;"><div style="display:inline-block;width:3.36px"> </div>was posted as of December 31, 2019 or December 31,<div style="display:inline-block;width:2.04px"> </div>2018.<div style="display:inline-block;width:6.92px"> </div></div><div id="a38996" style="position:absolute;font-weight:normal;left:4.693px;top:563.5px;">If our credit rating had been downgraded below<div style="display:inline-block;width:2.13px"> </div>investment grade on December 31, 2019,<div style="display:inline-block;width:2.12px"> </div>we would be </div><div id="a39002" style="position:absolute;font-weight:normal;left:4.693px;top:579.6px;">required to post $</div><div id="a39002_18_2" style="position:absolute;font-weight:normal;left:103.248px;top:579.6px;">76 </div><div id="a39002_20_74" style="position:absolute;font-weight:normal;left:117.168px;top:579.6px;"><div style="display:inline-block;width:3.52px"> </div>million of additional collateral, either with<div style="display:inline-block;width:2.15px"> </div>cash or letters of credit. </div></div> <div id="TextBlockContainer795" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:632px;height:177px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a38014" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">The following table presents the gross fair values<div style="display:inline-block;width:2.14px"> </div>of our commodity derivatives, excluding<div style="display:inline-block;width:2.15px"> </div>collateral, and the </div><div id="a38015" style="position:absolute;font-weight:normal;left:4.693px;top:16.2px;">line items where they appear on our consolidated<div style="display:inline-block;width:2.14px"> </div>balance sheet:</div><div id="a38023" style="position:absolute;font-weight:normal;left:474.035px;top:46.2px;">Millions of Dollars</div><div id="a38026" style="position:absolute;font-weight:bold;left:499.795px;top:63px;">2019</div><div id="a38029" style="position:absolute;font-weight:normal;left:601.915px;top:63px;">2018</div><div id="a38031" style="position:absolute;font-weight:bold;left:4.693px;top:79.8px;">Assets</div><div id="a38037" style="position:absolute;font-weight:normal;left:4.693px;top:95.9px;">Prepaid expenses and other current assets</div><div id="a38039" style="position:absolute;font-weight:bold;left:425.715px;top:95.9px;">$</div><div id="a38041" style="position:absolute;font-weight:bold;left:502.835px;top:95.9px;">288 </div><div id="a38044" style="position:absolute;font-weight:normal;left:604.955px;top:95.9px;">410 </div><div id="a38046" style="position:absolute;font-weight:normal;left:4.693px;top:112px;">Other assets</div><div id="a38049" style="position:absolute;font-weight:bold;left:509.715px;top:112px;">34 </div><div id="a38052" style="position:absolute;font-weight:normal;left:611.835px;top:112px;">40 </div><div id="a38054" style="position:absolute;font-weight:bold;left:4.693px;top:128.2px;">Liabilities</div><div id="a38060" style="position:absolute;font-weight:normal;left:4.693px;top:144.2px;">Other accruals</div><div id="a38063" style="position:absolute;font-weight:bold;left:502.835px;top:144.2px;">283 </div><div id="a38066" style="position:absolute;font-weight:normal;left:604.955px;top:144.2px;">370 </div><div id="a38068" style="position:absolute;font-weight:normal;left:4.693px;top:160.3px;">Other liabilities and deferred credits</div><div id="a38071" style="position:absolute;font-weight:bold;left:509.715px;top:160.3px;">28 </div><div id="a38074" style="position:absolute;font-weight:normal;left:611.835px;top:160.3px;">30 </div></div><div id="TextBlockContainer809" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:627px;height:162px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a38225" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">The following table presents the gross fair values<div style="display:inline-block;width:2.14px"> </div>of our foreign currency exchange derivatives,<div style="display:inline-block;width:1.95px"> </div>excluding </div><div id="a38226" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">collateral, and the line items where they appear<div style="display:inline-block;width:2.16px"> </div>on our consolidated balance sheet:</div><div id="a38237" style="position:absolute;font-weight:normal;left:476.435px;top:46.9px;">Millions of Dollars</div><div id="a38241" style="position:absolute;font-weight:bold;left:499.475px;top:63.7px;">2019</div><div id="a38244" style="position:absolute;font-weight:normal;left:596.475px;top:63.7px;">2018</div><div id="a38246" style="position:absolute;font-weight:bold;left:4.693px;top:80.5px;">Assets</div><div id="a38252" style="position:absolute;font-weight:normal;left:4.693px;top:96.6px;">Prepaid expenses and other current assets</div><div id="a38254" style="position:absolute;font-weight:bold;left:435.795px;top:96.6px;">$</div><div id="a38256" style="position:absolute;font-weight:bold;left:516.435px;top:96.6px;">1 </div><div id="a38259" style="position:absolute;font-weight:normal;left:613.435px;top:96.6px;">7 </div><div id="a38261" style="position:absolute;font-weight:bold;left:4.693px;top:112.6px;">Liabilities</div><div id="a38267" style="position:absolute;font-weight:normal;left:4.693px;top:128.8px;">Other accruals</div><div id="a38270" style="position:absolute;font-weight:bold;left:509.395px;top:128.8px;">20 </div><div id="a38273" style="position:absolute;font-weight:normal;left:613.435px;top:128.8px;">6 </div><div id="a38275" style="position:absolute;font-weight:normal;left:4.693px;top:144.8px;">Other liabilities and deferred credits</div><div id="a38278" style="position:absolute;font-weight:bold;left:516.435px;top:144.8px;">8 </div><div id="a38281" style="position:absolute;font-weight:normal;left:615.835px;top:144.8px;">- </div></div> 288000000 410000000 34000000 40000000 283000000 370000000 28000000 30000000 <div id="TextBlockContainer799" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:635px;height:145px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a38078" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">The gains (losses) from commodity derivatives<div style="display:inline-block;width:2.01px"> </div>incurred, and the line items where they appear<div style="display:inline-block;width:2.03px"> </div>on our </div><div id="a38080" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">consolidated income statement were:</div><div id="a38090" style="position:absolute;font-weight:normal;left:461.555px;top:47px;">Millions of Dollars</div><div id="a38093" style="position:absolute;font-weight:bold;left:448.755px;top:63.7px;">2019</div><div id="a38096" style="position:absolute;font-weight:normal;left:525.715px;top:63.7px;">2018</div><div id="a38099" style="position:absolute;font-weight:normal;left:602.715px;top:63.7px;">2017</div><div id="a38108" style="position:absolute;font-weight:normal;left:4.693px;top:95.8px;">Sales and other operating revenues</div><div id="a38110" style="position:absolute;font-weight:bold;left:399.795px;top:95.8px;">$</div><div id="a38112" style="position:absolute;font-weight:bold;left:451.795px;top:95.8px;">141 </div><div id="a38115" style="position:absolute;font-weight:normal;left:535.675px;top:95.8px;">45 </div><div id="a38118" style="position:absolute;font-weight:normal;left:612.635px;top:95.8px;">77 </div><div id="a38120" style="position:absolute;font-weight:normal;left:4.693px;top:112px;">Other income </div><div id="a38123" style="position:absolute;font-weight:bold;left:465.715px;top:112px;">4 </div><div id="a38126" style="position:absolute;font-weight:normal;left:542.715px;top:112px;">7 </div><div id="a38129" style="position:absolute;font-weight:normal;left:622.075px;top:112px;">- </div><div id="a38131" style="position:absolute;font-weight:normal;left:4.693px;top:128px;">Purchased commodities</div><div id="a38134" style="position:absolute;font-weight:bold;left:446.355px;top:128px;">(118) </div><div id="a38137" style="position:absolute;font-weight:normal;left:530.395px;top:128px;">(41) </div><div id="a38140" style="position:absolute;font-weight:normal;left:607.355px;top:128px;">(61) </div></div><div id="TextBlockContainer813" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:632px;height:112px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a38285" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">The losses from foreign currency exchange derivatives<div style="display:inline-block;width:1.87px"> </div>incurred and the line item where they appear<div style="display:inline-block;width:2.07px"> </div>on our </div><div id="a38287" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">consolidated income statement were:</div><div id="a38297" style="position:absolute;font-weight:normal;left:460.595px;top:46.1px;">Millions of Dollars</div><div id="a38301" style="position:absolute;font-weight:bold;left:447.795px;top:62.9px;">2019</div><div id="a38304" style="position:absolute;font-weight:normal;left:524.755px;top:62.9px;">2018</div><div id="a38307" style="position:absolute;font-weight:normal;left:601.755px;top:62.9px;">2017</div><div id="a38316" style="position:absolute;font-weight:normal;left:4.693px;top:94.9px;">Foreign currency transaction losses </div><div id="a38318" style="position:absolute;font-weight:bold;left:398.835px;top:94.9px;">$</div><div id="a38320" style="position:absolute;font-weight:bold;left:457.715px;top:94.9px;">16 </div><div id="a38323" style="position:absolute;font-weight:normal;left:541.755px;top:94.9px;">1 </div><div id="a38326" style="position:absolute;font-weight:normal;left:611.675px;top:94.9px;">13 </div></div> 141000000 45000000 77000000 4000000 7000000 0 -118000000 -41000000 -61000000 <div id="TextBlockContainer804" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:635px;height:162px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="div_802_XBRL_CS_f44018593ec14c22b069efe6d092d3e8" style="position:absolute;left:0px;top:0px;float:left;"><div id="TextBlockContainer803" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:635px;height:162px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a38147" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">The table below summarizes our material net exposures<div style="display:inline-block;width:2.05px"> </div>resulting from outstanding commodity<div style="display:inline-block;width:2.16px"> </div>derivative </div><div id="a38148" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">contracts:</div><div id="a38158" style="position:absolute;font-weight:normal;left:492.915px;top:46.9px;">Open Position</div><div id="a38161" style="position:absolute;font-weight:normal;left:496.275px;top:63.1px;">Long/(Short)</div><div id="a38165" style="position:absolute;font-weight:bold;left:504.755px;top:79.9px;">2019</div><div id="a38168" style="position:absolute;font-weight:normal;left:601.755px;top:79.9px;">2018</div><div id="a38170" style="position:absolute;font-weight:bold;left:4.693px;top:96.7px;">Commodity</div><div id="a38176" style="position:absolute;font-weight:normal;left:4.693px;top:112.7px;">Natural gas and power (billions of cubic feet equivalent)</div><div id="a38184" style="position:absolute;font-weight:normal;left:14.773px;top:128.8px;">Fixed price</div><div id="a38187" style="position:absolute;font-weight:bold;left:516.435px;top:128.8px;-sec-ix-hidden:ID_2108;">(5) </div><div id="a38190" style="position:absolute;font-weight:normal;left:606.395px;top:128.8px;-sec-ix-hidden:ID_2110;">(17) </div><div id="a38193" style="position:absolute;font-weight:normal;left:14.773px;top:144.8px;">Basis</div><div id="a38196" style="position:absolute;font-weight:bold;left:509.395px;top:144.8px;-sec-ix-hidden:ID_2109;">(23) </div><div id="a38199" style="position:absolute;font-weight:normal;left:613.435px;top:144.8px;-sec-ix-hidden:ID_2686;">(1) </div></div></div></div><div id="TextBlockContainer817" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:632px;height:174px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a38329" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">We had the following net notional position of outstanding foreign currency exchange<div style="display:inline-block;width:2.01px"> </div>derivatives:</div><div id="a38337" style="position:absolute;font-weight:normal;left:505.555px;top:30.9px;">In Millions</div><div id="a38339" style="position:absolute;font-weight:normal;left:484.435px;top:47px;">Notional Currency </div><div id="a38342" style="position:absolute;font-weight:bold;left:517.875px;top:63.7px;">2019</div><div id="a38345" style="position:absolute;font-weight:normal;left:601.755px;top:63.7px;">2018</div><div id="a38347" style="position:absolute;font-weight:bold;left:4.693px;top:80.5px;">Foreign Currency Exchange Derivatives</div><div id="a38353" style="position:absolute;font-weight:normal;left:4.693px;top:96.7px;">Sell U.S. dollar, buy British pound</div><div id="a38356" style="position:absolute;font-weight:normal;left:443.795px;top:96.7px;">USD</div><div id="a38358" style="position:absolute;font-weight:bold;left:537.115px;top:96.7px;">- </div><div id="a38361" style="position:absolute;font-weight:normal;left:604.795px;top:96.7px;">805 </div><div id="a38363" style="position:absolute;font-weight:normal;left:4.693px;top:112.7px;">Sell British pound, buy other currencies*</div><div id="a38365" style="position:absolute;font-weight:normal;left:443.795px;top:112.7px;">GBP</div><div id="a38367" style="position:absolute;font-weight:bold;left:537.115px;top:112.7px;">- </div><div id="a38370" style="position:absolute;font-weight:normal;left:611.675px;top:112.7px;">21 </div><div id="a38372" style="position:absolute;font-weight:normal;left:4.693px;top:128.8px;">Buy British pound, sell euro</div><div id="a38374" style="position:absolute;font-weight:normal;left:443.795px;top:128.8px;">GBP</div><div id="a38376" style="position:absolute;font-weight:bold;left:534.715px;top:128.8px;">4 </div><div id="a38379" style="position:absolute;font-weight:normal;left:621.115px;top:128.8px;">- </div><div id="a38381" style="position:absolute;font-weight:normal;left:4.693px;top:145px;">Sell Canadian dollar, buy U.S. dollar</div><div id="a38383" style="position:absolute;font-weight:normal;left:443.795px;top:145px;">CAD</div><div id="a38385" style="position:absolute;font-weight:bold;left:510.195px;top:145px;">1,337 </div><div id="a38388" style="position:absolute;font-weight:normal;left:594.235px;top:145px;">1,242 </div><div id="a38390" style="position:absolute;font-size:10.72px;font-weight:normal;font-style:italic;left:4.693px;top:161.7px;">*Primarily euro and Norwegian krone. </div></div> 1000000 7000000 20000000 6000000 8000000 0 -16000000 -1000000 -13000000 0 805000000 0 21000000 4000000 0 1337000000 1242000000 In December 2017, we entered into foreign exchange zero cost collars buying the right to sell $1.25 billion CAD at $0.707 CAD and selling the right to buy $1.25 billion CAD at $0.842 CAD against the U.S. dollar. The collar expired during the second quarter of 2019 and we entered into new foreign currency exchange forward contracts to sell $1.35 billion CAD at $0.748 CAD against the U.S. dollar. <div id="TextBlockContainer825" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:109px;height:17px;display:inline-block;"><div id="a38476" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">Carrying Amount</div></div> 759000000 876000000 1483000000 0 0 0 2030000000 3509000000 1395000000 0 0 0 465000000 0 413000000 229000000 1069000000 248000000 394000000 1301000000 0 0 5079000000 5915000000 2929000000 248000000 <div id="TextBlockContainer830" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:634px;height:357px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="div_828_XBRL_TS_ef263834298e44e3a6fd91b5a7602e09" style="position:absolute;left:0px;top:0px;float:left;"><div id="TextBlockContainer829" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:634px;height:357px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a38641" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">The following table reflects our investments<div style="display:inline-block;width:2.13px"> </div>in debt securities classified as available<div style="display:inline-block;width:2.16px"> </div>for sale at December 31, </div><div id="a38642" style="position:absolute;font-weight:normal;left:4.693px;top:16.2px;">2019 which are carried at fair value:</div><div id="a38652" style="position:absolute;font-weight:normal;left:439.475px;top:49.3px;">Millions of Dollars</div><div id="a38655" style="position:absolute;font-weight:normal;left:443.635px;top:66.1px;">Carrying Amount</div><div id="a38659" style="position:absolute;font-weight:normal;left:382.355px;top:109px;">Cash and </div><div id="a38660" style="position:absolute;font-weight:normal;left:394.195px;top:125.1px;">Cash </div><div id="a38661" style="position:absolute;font-weight:normal;left:375.155px;top:141.3px;">Equivalents</div><div id="a38664" style="position:absolute;font-weight:normal;left:466.515px;top:125.1px;">Short-Term </div><div id="a38667" style="position:absolute;font-weight:normal;left:465.395px;top:141.3px;">Investments</div><div id="a38670" style="position:absolute;font-weight:normal;left:556.475px;top:93px;">Investments </div><div id="a38671" style="position:absolute;font-weight:normal;left:561.435px;top:109px;">and Long-</div><div id="a38673" style="position:absolute;font-weight:normal;left:575.195px;top:125.1px;">Term </div><div id="a38674" style="position:absolute;font-weight:normal;left:556.475px;top:141.3px;">Receivables</div><div id="a38683" style="position:absolute;font-weight:bold;left:4.693px;top:173.3px;">Corporate Bonds</div><div id="a38691" style="position:absolute;font-weight:normal;left:4.693px;top:189.5px;">Remaining maturities within one year</div><div id="a38693" style="position:absolute;font-weight:bold;left:361.715px;top:189.5px;">$</div><div id="a38695" style="position:absolute;font-weight:bold;left:436.755px;top:189.5px;">1 </div><div id="a38698" style="position:absolute;font-weight:bold;left:520.755px;top:189.5px;">59 </div><div id="a38701" style="position:absolute;font-weight:bold;left:621.275px;top:189.5px;">- </div><div id="a38703" style="position:absolute;font-weight:normal;left:4.693px;top:205.5px;">Remaining maturities greater than one year through<div style="display:inline-block;width:2.07px"> </div>five years</div><div id="a38706" style="position:absolute;font-weight:bold;left:439.155px;top:205.5px;">- </div><div id="a38709" style="position:absolute;font-weight:bold;left:530.235px;top:205.5px;">- </div><div id="a38712" style="position:absolute;font-weight:bold;left:611.835px;top:205.5px;">99 </div><div id="a38714" style="position:absolute;font-weight:bold;left:4.693px;top:221.6px;">Commercial Paper</div><div id="a38722" style="position:absolute;font-weight:normal;left:4.693px;top:237.8px;">Remaining maturities within one year</div><div id="a38725" style="position:absolute;font-weight:bold;left:436.755px;top:237.8px;">8 </div><div id="a38728" style="position:absolute;font-weight:bold;left:520.755px;top:237.8px;">30 </div><div id="a38731" style="position:absolute;font-weight:bold;left:621.275px;top:237.8px;">- </div><div id="a38733" style="position:absolute;font-weight:bold;left:4.693px;top:253.8px;">U.S. Government Obligations</div><div id="a38742" style="position:absolute;font-weight:normal;left:4.693px;top:270px;">Remaining maturities within one year</div><div id="a38745" style="position:absolute;font-weight:bold;left:439.155px;top:270px;">- </div><div id="a38748" style="position:absolute;font-weight:bold;left:520.755px;top:270px;">10 </div><div id="a38751" style="position:absolute;font-weight:bold;left:621.275px;top:270px;">- </div><div id="a38753" style="position:absolute;font-weight:normal;left:4.693px;top:286.1px;">Remaining maturities greater than one year through<div style="display:inline-block;width:2.07px"> </div>five years</div><div id="a38756" style="position:absolute;font-weight:bold;left:439.155px;top:286.1px;">- </div><div id="a38759" style="position:absolute;font-weight:bold;left:530.235px;top:286.1px;">- </div><div id="a38762" style="position:absolute;font-weight:bold;left:611.835px;top:286.1px;">15 </div><div id="a38764" style="position:absolute;font-weight:bold;left:4.693px;top:304.1px;">Asset-backed Securities</div><div id="a38774" style="position:absolute;font-weight:normal;left:4.693px;top:320.2px;">Remaining maturities greater than one year through<div style="display:inline-block;width:2.07px"> </div>five years</div><div id="a38777" style="position:absolute;font-weight:bold;left:439.155px;top:320.2px;">- </div><div id="a38780" style="position:absolute;font-weight:bold;left:530.235px;top:320.2px;">- </div><div id="a38783" style="position:absolute;font-weight:bold;left:611.835px;top:320.2px;">19 </div><div id="a38786" style="position:absolute;font-weight:bold;left:361.715px;top:339.9px;">$</div><div id="a38788" style="position:absolute;font-weight:bold;left:436.755px;top:339.9px;">9 </div><div id="a38791" style="position:absolute;font-weight:bold;left:520.755px;top:339.9px;">99 </div><div id="a38794" style="position:absolute;font-weight:bold;left:604.955px;top:339.9px;">133 </div></div></div></div> 1000000 59000000 0 0 0 99000000 8000000 30000000 0 0 10000000 0 0 0 15000000 0 0 19000000 9000000 99000000 133000000 <div id="TextBlockContainer833" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:630px;height:209px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a38797" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">The following table summarizes the amortized<div style="display:inline-block;width:2.13px"> </div>cost basis and fair value of investments in<div style="display:inline-block;width:2.14px"> </div>debt securities </div><div id="a38798" style="position:absolute;font-weight:normal;left:4.693px;top:16.2px;">classified as available for sale at December 31,<div style="display:inline-block;width:2.13px"> </div>2019:</div><div id="a38806" style="position:absolute;font-weight:normal;left:464.115px;top:49.9px;">Millions of Dollars</div><div id="a38810" style="position:absolute;font-weight:normal;left:428.595px;top:75.2px;">Amortized Cost </div><div id="a38811" style="position:absolute;font-weight:normal;left:487.315px;top:91.4px;">Basis</div><div id="a38814" style="position:absolute;font-weight:normal;left:567.195px;top:91.4px;">Fair Value</div><div id="a38816" style="position:absolute;font-weight:bold;left:4.693px;top:108.2px;">Major Security Type</div><div id="a38822" style="position:absolute;font-weight:normal;left:4.693px;top:124.2px;">Corporate bonds</div><div id="a38824" style="position:absolute;font-weight:bold;left:413.715px;top:124.2px;">$</div><div id="a38826" style="position:absolute;font-weight:bold;left:492.755px;top:124.2px;">159 </div><div id="a38829" style="position:absolute;font-weight:bold;left:601.755px;top:124.2px;">159 </div><div id="a38831" style="position:absolute;font-weight:normal;left:4.693px;top:140.3px;">Commercial paper</div><div id="a38834" style="position:absolute;font-weight:bold;left:499.635px;top:140.3px;">38 </div><div id="a38837" style="position:absolute;font-weight:bold;left:608.635px;top:140.3px;">38 </div><div id="a38839" style="position:absolute;font-weight:normal;left:4.693px;top:156.3px;">U.S. government obligations</div><div id="a38842" style="position:absolute;font-weight:bold;left:499.635px;top:156.3px;">25 </div><div id="a38845" style="position:absolute;font-weight:bold;left:608.635px;top:156.3px;">25 </div><div id="a38847" style="position:absolute;font-weight:normal;left:4.693px;top:172.5px;">Asset-backed securities</div><div id="a38852" style="position:absolute;font-weight:bold;left:499.635px;top:172.5px;">19 </div><div id="a38855" style="position:absolute;font-weight:bold;left:608.635px;top:172.5px;">19 </div><div id="a38858" style="position:absolute;font-weight:bold;left:413.715px;top:192.3px;">$</div><div id="a38860" style="position:absolute;font-weight:bold;left:492.755px;top:192.3px;">241 </div><div id="a38863" style="position:absolute;font-weight:bold;left:601.755px;top:192.3px;">241 </div></div> 159000000 159000000 38000000 38000000 25000000 25000000 19000000 19000000 241000000 241000000 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. 79000000 62000000 76000000 <div id="TextBlockContainer842" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:638px;height:273px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a39008" style="position:absolute;font-weight:bold;left:4.693px;top:0px;">Note 15—Fair Value Measurement </div><div id="a39014" style="position:absolute;font-weight:bold;left:4.693px;top:16.2px;"> </div><div id="a39015" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;">We carry a portion of our assets and liabilities at fair value that are measured at a reporting<div style="display:inline-block;width:1.85px"> </div>date using an exit </div><div id="a39016" style="position:absolute;font-weight:normal;left:4.693px;top:48.3px;">price (i.e., the price that would be received to sell<div style="display:inline-block;width:1.97px"> </div>an asset or paid to transfer a liability) and disclosed </div><div id="a39017" style="position:absolute;font-weight:normal;left:4.693px;top:64.5px;">according to the quality of valuation inputs under<div style="display:inline-block;width:2.14px"> </div>the following hierarchy: </div><div id="a39020" style="position:absolute;font-size:16px;font-weight:normal;left:4.693px;top:80.5px;"> </div><div id="a39021" style="position:absolute;font-weight:normal;left:28.693px;top:99.9px;">●</div><div id="a39022" style="position:absolute;font-family:Arial;font-weight:normal;left:35.093px;top:99.7px;"> </div><div id="a39023" style="position:absolute;font-weight:normal;left:52.688px;top:99.9px;">Level 1: Quoted prices (unadjusted) in an active<div style="display:inline-block;width:2.18px"> </div>market for identical assets or liabilities. </div><div id="a39025" style="position:absolute;font-weight:normal;left:28.693px;top:119.4px;">●</div><div id="a39026" style="position:absolute;font-family:Arial;font-weight:normal;left:35.093px;top:119.3px;"> </div><div id="a39027" style="position:absolute;font-weight:normal;left:52.688px;top:119.4px;">Level 2: Inputs other than quoted prices that<div style="display:inline-block;width:2.13px"> </div>are directly or indirectly observable. </div><div id="a39029" style="position:absolute;font-weight:normal;left:28.693px;top:138.9px;">●</div><div id="a39030" style="position:absolute;font-family:Arial;font-weight:normal;left:35.093px;top:138.8px;"> </div><div id="a39031" style="position:absolute;font-weight:normal;left:52.688px;top:138.9px;">Level 3: Unobservable inputs that are significant<div style="display:inline-block;width:2px"> </div>to the fair value of assets or liabilities. </div><div id="a39034" style="position:absolute;font-weight:normal;left:28.693px;top:157.5px;"> </div><div id="a39035" style="position:absolute;font-weight:normal;left:4.693px;top:176px;">The classification of an asset or liability<div style="display:inline-block;width:2.15px"> </div>is based on the lowest level of input significant<div style="display:inline-block;width:2.08px"> </div>to its fair value.<div style="display:inline-block;width:6.52px"> </div>Those </div><div id="a39036" style="position:absolute;font-weight:normal;left:4.693px;top:192px;">that are initially classified as Level 3 are subsequently<div style="display:inline-block;width:1.92px"> </div>reported as Level 2 when the fair value derived<div style="display:inline-block;width:2.16px"> </div>from </div><div id="a39038" style="position:absolute;font-weight:normal;left:4.693px;top:208.2px;">unobservable inputs is inconsequential to the overall<div style="display:inline-block;width:1.99px"> </div>fair value, or if corroborated market data becomes </div><div id="a39039" style="position:absolute;font-weight:normal;left:4.693px;top:224.4px;">available.<div style="display:inline-block;width:6.79px"> </div>Assets and liabilities initially reported as Level<div style="display:inline-block;width:2.09px"> </div>2 are subsequently reported as Level 3 if </div><div id="a39041" style="position:absolute;font-weight:normal;left:4.693px;top:240.4px;">corroborated market data is no longer available.<div style="display:inline-block;width:5.68px"> </div>Transfers occur at the end of the reporting period.<div style="display:inline-block;width:5.94px"> </div>There were </div><div id="a39042" style="position:absolute;font-weight:normal;left:4.693px;top:256.5px;">no material transfers in or out of Level 1 during<div style="display:inline-block;width:2.11px"> </div>2019 or 2018. </div></div><div id="TextBlockContainer844" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:639px;height:358px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a39047" style="position:absolute;font-weight:bold;left:4.693px;top:0px;">Recurring Fair Value Measurement </div><div id="a39049" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">Financial assets and liabilities reported at fair<div style="display:inline-block;width:2.06px"> </div>value on a recurring basis primarily include<div style="display:inline-block;width:2.15px"> </div>our investment in </div><div id="a39051" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;">Cenovus Energy shares,<div style="display:inline-block;width:3.12px"> </div>our investments<div style="display:inline-block;width:2.97px"> </div>in debt securities classified as available for sale,<div style="display:inline-block;width:2.12px"> </div>and commodity </div><div id="a39057" style="position:absolute;font-weight:normal;left:4.693px;top:48.2px;">derivatives.<div style="display:inline-block;width:10.22px"> </div></div><div id="a39059" style="position:absolute;font-weight:normal;left:4.693px;top:64.3px;"> </div><div id="a39060" style="position:absolute;font-weight:normal;left:4.693px;top:81.5px;">●</div><div id="a39061" style="position:absolute;font-family:Arial;font-weight:normal;left:11.093px;top:81.3px;"> </div><div id="a39062" style="position:absolute;font-weight:normal;left:28.693px;top:81.5px;">Level 1 derivative assets and liabilities primarily<div style="display:inline-block;width:1.84px"> </div>represent exchange-traded futures and options that are </div><div id="a39068" style="position:absolute;font-weight:normal;left:28.693px;top:97.6px;">valued using unadjusted prices available from the<div style="display:inline-block;width:2.11px"> </div>underlying exchange.<div style="display:inline-block;width:6.38px"> </div>Level 1 also includes our </div><div id="a39071" style="position:absolute;font-weight:normal;left:28.693px;top:113.6px;">investment in common shares of Cenovus Energy, which is valued using quotes for shares<div style="display:inline-block;width:1.94px"> </div>on the NYSE, </div><div id="a39075" style="position:absolute;font-weight:normal;left:28.693px;top:129.8px;">and our investments in U.S. government obligations<div style="display:inline-block;width:1.9px"> </div>classified as available for sale debt securities,<div style="display:inline-block;width:2.01px"> </div>which </div><div id="a39076" style="position:absolute;font-weight:normal;left:28.693px;top:145.8px;">are valued using exchange prices.<div style="display:inline-block;width:9.47px"> </div></div><div id="a39079" style="position:absolute;font-weight:normal;left:4.693px;top:162.9px;">●</div><div id="a39080" style="position:absolute;font-family:Arial;font-weight:normal;left:11.093px;top:162.8px;"> </div><div id="a39081" style="position:absolute;font-weight:normal;left:28.693px;top:162.9px;">Level 2 derivative assets and liabilities primarily<div style="display:inline-block;width:1.84px"> </div>represent OTC swaps, options and forward purchase<div style="display:inline-block;width:2.07px"> </div>and </div><div id="a39082" style="position:absolute;font-weight:normal;left:28.693px;top:179.1px;">sale contracts that are valued using adjusted exchange<div style="display:inline-block;width:1.99px"> </div>prices, prices provided by brokers or pricing<div style="display:inline-block;width:2px"> </div>service </div><div id="a39083" style="position:absolute;font-weight:normal;left:28.693px;top:195.2px;">companies that are all corroborated by market<div style="display:inline-block;width:2.16px"> </div>data.<div style="display:inline-block;width:6.98px"> </div>Level 2 also includes our investments<div style="display:inline-block;width:2.3px"> </div>in debt </div><div id="a39088" style="position:absolute;font-weight:normal;left:28.693px;top:211.2px;">securities classified as available for sale including<div style="display:inline-block;width:2.06px"> </div>investments in corporate bonds, commercial<div style="display:inline-block;width:1.97px"> </div>paper, and </div><div id="a39090" style="position:absolute;font-weight:normal;left:28.693px;top:227.4px;">asset-backed securities that are valued using<div style="display:inline-block;width:2.15px"> </div>pricing provided by brokers or pricing service<div style="display:inline-block;width:1.96px"> </div>companies that </div><div id="a39093" style="position:absolute;font-weight:normal;left:28.693px;top:243.4px;">are corroborated with market data.<div style="display:inline-block;width:5.91px"> </div></div><div id="a39095" style="position:absolute;font-weight:normal;left:4.693px;top:260.5px;">●</div><div id="a39096" style="position:absolute;font-family:Arial;font-weight:normal;left:11.093px;top:260.4px;"> </div><div id="a39097" style="position:absolute;font-weight:normal;left:28.693px;top:260.5px;">Level 3 derivative assets and liabilities consist<div style="display:inline-block;width:2.01px"> </div>of OTC swaps, options and forward purchase and<div style="display:inline-block;width:2.13px"> </div>sale </div><div id="a39100" style="position:absolute;font-weight:normal;left:28.693px;top:276.7px;">contracts where a significant portion of fair<div style="display:inline-block;width:2.12px"> </div>value is calculated from underlying market<div style="display:inline-block;width:2.15px"> </div>data that is not </div><div id="a39101" style="position:absolute;font-weight:normal;left:28.693px;top:292.9px;">readily available.<div style="display:inline-block;width:6.58px"> </div>The derived value uses industry standard<div style="display:inline-block;width:2.18px"> </div>methodologies that may consider the historical </div><div id="a39103" style="position:absolute;font-weight:normal;left:28.693px;top:308.9px;">relationships among various commodities, modeled<div style="display:inline-block;width:2.1px"> </div>market prices, time value, volatility factors<div style="display:inline-block;width:2.15px"> </div>and other </div><div id="a39104" style="position:absolute;font-weight:normal;left:28.693px;top:325px;">relevant economic measures.<div style="display:inline-block;width:6.1px"> </div>The use of these inputs results in management’s best estimate of fair<div style="display:inline-block;width:2.04px"> </div>value.<div style="display:inline-block;width:3.43px"> </div></div><div id="a39105" style="position:absolute;font-weight:normal;left:28.693px;top:341px;">Level 3 activity was not material for all periods<div style="display:inline-block;width:2.04px"> </div>presented. </div></div><div id="TextBlockContainer848" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:636px;height:252px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="div_846_XBRL_CS_fb3776765aa045cd91401d1a0ba1af05" style="position:absolute;left:0px;top:0px;float:left;"><div id="TextBlockContainer847" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:636px;height:252px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a39109" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">The following table summarizes the fair value<div style="display:inline-block;width:2.15px"> </div>hierarchy for gross financial assets and<div style="display:inline-block;width:2.11px"> </div>liabilities (i.e., </div><div id="a39110" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">unadjusted where the right of setoff exists for commodity<div style="display:inline-block;width:1.93px"> </div>derivatives accounted for at fair value on a recurring </div><div id="a39111" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;">basis):<div style="display:inline-block;width:6.76px"> </div></div><div id="a39115" style="position:absolute;font-weight:normal;left:354.035px;top:48.8px;">Millions of Dollars</div><div id="a39119" style="position:absolute;font-weight:bold;left:241.688px;top:65.4px;">December 31, 2019</div><div id="a39122" style="position:absolute;font-weight:normal;left:472.275px;top:65.4px;">December 31, 2018</div><div id="a39126" style="position:absolute;font-weight:bold;left:200.568px;top:82.2px;">Level 1</div><div id="a39129" style="position:absolute;font-weight:bold;left:256.568px;top:82.2px;">Level 2</div><div id="a39132" style="position:absolute;font-weight:bold;left:312.568px;top:82.2px;">Level 3</div><div id="a39135" style="position:absolute;font-weight:bold;left:379.955px;top:82.2px;">Total</div><div id="a39138" style="position:absolute;font-weight:normal;left:428.435px;top:82.2px;">Level 1</div><div id="a39141" style="position:absolute;font-weight:normal;left:481.395px;top:82.2px;">Level 2</div><div id="a39144" style="position:absolute;font-weight:normal;left:534.395px;top:82.2px;">Level 3</div><div id="a39147" style="position:absolute;font-weight:normal;left:601.275px;top:82.2px;">Total</div><div id="a39149" style="position:absolute;font-weight:bold;left:4.693px;top:99.1px;">Assets</div><div id="a39167" style="position:absolute;font-weight:normal;left:4.693px;top:117px;">Investment in Cenovus Energy</div><div id="a39169" style="position:absolute;font-weight:bold;left:184.728px;top:117px;">$</div><div id="a39171" style="position:absolute;font-weight:bold;left:208.248px;top:117px;">2,111 </div><div id="a39174" style="position:absolute;font-weight:bold;left:291.128px;top:117px;">- </div><div id="a39177" style="position:absolute;font-weight:bold;left:347.128px;top:117px;">- </div><div id="a39180" style="position:absolute;font-weight:bold;left:376.275px;top:117px;">2,111 </div><div id="a39183" style="position:absolute;font-weight:normal;left:435.315px;top:117px;">1,462 </div><div id="a39186" style="position:absolute;font-weight:normal;left:515.155px;top:117px;">- </div><div id="a39189" style="position:absolute;font-weight:normal;left:568.155px;top:117px;">- </div><div id="a39192" style="position:absolute;font-weight:normal;left:595.355px;top:117px;">1,462 </div><div id="a39194" style="position:absolute;font-weight:normal;left:4.693px;top:135.1px;">Investments in debt securities</div><div id="a39197" style="position:absolute;font-weight:bold;left:225.688px;top:135.1px;">25 </div><div id="a39200" style="position:absolute;font-weight:bold;left:274.808px;top:135.1px;">216 </div><div id="a39203" style="position:absolute;font-weight:bold;left:347.128px;top:135.1px;">- </div><div id="a39206" style="position:absolute;font-weight:bold;left:386.835px;top:135.1px;">241 </div><div id="a39216" style="position:absolute;font-weight:normal;left:4.693px;top:151.2px;">Commodity derivatives</div><div id="a39220" style="position:absolute;font-weight:bold;left:218.808px;top:151.2px;">172 </div><div id="a39223" style="position:absolute;font-weight:bold;left:274.808px;top:151.2px;">114 </div><div id="a39226" style="position:absolute;font-weight:bold;left:337.688px;top:151.2px;">36 </div><div id="a39229" style="position:absolute;font-weight:bold;left:386.835px;top:151.2px;">322 </div><div id="a39232" style="position:absolute;font-weight:normal;left:445.875px;top:151.2px;">236 </div><div id="a39235" style="position:absolute;font-weight:normal;left:498.835px;top:151.2px;">181 </div><div id="a39238" style="position:absolute;font-weight:normal;left:558.715px;top:151.2px;">33 </div><div id="a39241" style="position:absolute;font-weight:normal;left:605.915px;top:151.2px;">450 </div><div id="a39243" style="position:absolute;font-weight:normal;left:4.693px;top:167.9px;">Total assets</div><div id="a39245" style="position:absolute;font-weight:bold;left:184.728px;top:167.9px;">$</div><div id="a39247" style="position:absolute;font-weight:bold;left:208.248px;top:167.9px;">2,308 </div><div id="a39250" style="position:absolute;font-weight:bold;left:274.808px;top:167.9px;">330 </div><div id="a39253" style="position:absolute;font-weight:bold;left:337.688px;top:167.9px;">36 </div><div id="a39256" style="position:absolute;font-weight:bold;left:376.275px;top:167.9px;">2,674 </div><div id="a39259" style="position:absolute;font-weight:normal;left:435.315px;top:167.9px;">1,698 </div><div id="a39262" style="position:absolute;font-weight:normal;left:498.835px;top:167.9px;">181 </div><div id="a39265" style="position:absolute;font-weight:normal;left:558.715px;top:167.9px;">33 </div><div id="a39268" style="position:absolute;font-weight:normal;left:595.355px;top:167.9px;">1,912 </div><div id="a39288" style="position:absolute;font-weight:bold;left:4.693px;top:202.4px;">Liabilities</div><div id="a39306" style="position:absolute;font-weight:normal;left:4.693px;top:218.4px;">Commodity derivatives</div><div id="a39308" style="position:absolute;font-weight:bold;left:184.728px;top:218.4px;">$</div><div id="a39310" style="position:absolute;font-weight:bold;left:218.808px;top:218.4px;">174 </div><div id="a39313" style="position:absolute;font-weight:bold;left:274.808px;top:218.4px;">115 </div><div id="a39316" style="position:absolute;font-weight:bold;left:337.688px;top:218.4px;">22 </div><div id="a39319" style="position:absolute;font-weight:bold;left:386.835px;top:218.4px;">311 </div><div id="a39322" style="position:absolute;font-weight:normal;left:445.875px;top:218.4px;">225 </div><div id="a39325" style="position:absolute;font-weight:normal;left:498.835px;top:218.4px;">145 </div><div id="a39328" style="position:absolute;font-weight:normal;left:558.715px;top:218.4px;">30 </div><div id="a39331" style="position:absolute;font-weight:normal;left:605.915px;top:218.4px;">400 </div><div id="a39333" style="position:absolute;font-weight:normal;left:4.693px;top:235.2px;">Total liabilities</div><div id="a39335" style="position:absolute;font-weight:bold;left:184.728px;top:235.2px;">$</div><div id="a39337" style="position:absolute;font-weight:bold;left:218.808px;top:235.2px;">174 </div><div id="a39340" style="position:absolute;font-weight:bold;left:274.808px;top:235.2px;">115 </div><div id="a39343" style="position:absolute;font-weight:bold;left:337.688px;top:235.2px;">22 </div><div id="a39346" style="position:absolute;font-weight:bold;left:386.835px;top:235.2px;">311 </div><div id="a39349" style="position:absolute;font-weight:normal;left:445.875px;top:235.2px;">225 </div><div id="a39352" style="position:absolute;font-weight:normal;left:498.835px;top:235.2px;">145 </div><div id="a39355" style="position:absolute;font-weight:normal;left:558.715px;top:235.2px;">30 </div><div id="a39358" style="position:absolute;font-weight:normal;left:605.915px;top:235.2px;">400 </div></div></div></div><div id="TextBlockContainer852" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:631px;height:338px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="div_850_XBRL_TS_c764f55a72e74e66b54ffac8d277eb4f" style="position:absolute;left:0px;top:0px;float:left;"><div id="TextBlockContainer851" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:631px;height:338px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a39379" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">The following table summarizes those commodity<div style="display:inline-block;width:1.93px"> </div>derivative balances subject to the right of setoff as </div><div id="a39381" style="position:absolute;font-weight:normal;left:4.693px;top:16.2px;">presented on our consolidated balance sheet.<div style="display:inline-block;width:5.8px"> </div>We have elected to offset the recognized fair value amounts for </div><div id="a39383" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;">multiple derivative instruments executed with the same<div style="display:inline-block;width:2.08px"> </div>counterparty in our financial statements<div style="display:inline-block;width:2.12px"> </div>when a legal </div><div id="a39385" style="position:absolute;font-weight:normal;left:4.693px;top:48.3px;">right of setoff exists.</div><div id="a39403" style="position:absolute;font-weight:normal;left:321.048px;top:79.2px;">Millions of Dollars</div><div id="a39412" style="position:absolute;font-weight:normal;left:365.875px;top:96px;">Amounts Subject to Right of Setoff</div><div id="a39415" style="position:absolute;font-weight:normal;left:173.168px;top:112.8px;">Gross</div><div id="a39418" style="position:absolute;font-weight:normal;left:227.928px;top:112.8px;">Amounts Not</div><div id="a39423" style="position:absolute;font-weight:normal;left:398.995px;top:112.8px;">Gross </div><div id="a39426" style="position:absolute;font-weight:normal;left:478.675px;top:112.8px;">Net</div><div id="a39433" style="position:absolute;font-weight:normal;left:154.448px;top:128.8px;">Amounts</div><div id="a39437" style="position:absolute;font-weight:normal;left:247.448px;top:128.8px;">Subject to</div><div id="a39440" style="position:absolute;font-weight:normal;left:336.088px;top:128.8px;">Gross</div><div id="a39442" style="position:absolute;font-weight:normal;left:380.435px;top:128.8px;">Amounts</div><div id="a39445" style="position:absolute;font-weight:normal;left:447.475px;top:128.8px;">Amounts</div><div id="a39448" style="position:absolute;font-weight:normal;left:534.875px;top:128.8px;">Cash</div><div id="a39451" style="position:absolute;font-weight:normal;left:601.595px;top:128.8px;">Net </div><div id="a39454" style="position:absolute;font-weight:normal;left:139.728px;top:145.8px;">Recognized</div><div id="a39457" style="position:absolute;font-weight:normal;left:219.768px;top:145.8px;">Right of Setoff</div><div id="a39460" style="position:absolute;font-size:14.72px;font-weight:normal;left:314.968px;top:144.9px;">Amounts </div><div id="a39462" style="position:absolute;font-weight:normal;left:396.755px;top:145.8px;">Offset</div><div id="a39465" style="position:absolute;font-weight:normal;left:444.435px;top:145.8px;">Presented</div><div id="a39468" style="position:absolute;font-weight:normal;left:507.635px;top:145.8px;">Collateral</div><div id="a39471" style="position:absolute;font-weight:normal;left:570.555px;top:145.8px;">Amounts</div><div id="a39473" style="position:absolute;font-weight:bold;left:4.693px;top:162.4px;">December 31, 2019</div><div id="a39490" style="position:absolute;font-weight:normal;left:4.693px;top:178.6px;">Assets</div><div id="a39492" style="position:absolute;font-weight:bold;left:127.728px;top:178.6px;">$</div><div id="a39494" style="position:absolute;font-weight:bold;left:180.728px;top:178.6px;">322 </div><div id="a39497" style="position:absolute;font-weight:bold;left:292.728px;top:178.6px;">3 </div><div id="a39500" style="position:absolute;font-weight:bold;left:343.768px;top:178.6px;">319 </div><div id="a39503" style="position:absolute;font-weight:bold;left:406.835px;top:178.6px;">193 </div><div id="a39506" style="position:absolute;font-weight:bold;left:473.875px;top:178.6px;">126 </div><div id="a39509" style="position:absolute;font-weight:bold;left:551.835px;top:178.6px;">4 </div><div id="a39512" style="position:absolute;font-weight:bold;left:596.955px;top:178.6px;">122 </div><div id="a39514" style="position:absolute;font-weight:normal;left:4.693px;top:194.7px;">Liabilities</div><div id="a39517" style="position:absolute;font-weight:bold;left:180.728px;top:194.7px;">311 </div><div id="a39520" style="position:absolute;font-weight:bold;left:292.728px;top:194.7px;">4 </div><div id="a39523" style="position:absolute;font-weight:bold;left:343.768px;top:194.7px;">307 </div><div id="a39526" style="position:absolute;font-weight:bold;left:406.835px;top:194.7px;">193 </div><div id="a39529" style="position:absolute;font-weight:bold;left:473.875px;top:194.7px;">114 </div><div id="a39532" style="position:absolute;font-weight:bold;left:544.795px;top:194.7px;">12 </div><div id="a39535" style="position:absolute;font-weight:bold;left:596.955px;top:194.7px;">102 </div><div id="a39552" style="position:absolute;font-weight:normal;left:4.693px;top:226.8px;">December 31, 2018</div><div id="a39568" style="position:absolute;font-weight:normal;left:4.693px;top:242.9px;">Assets</div><div id="a39570" style="position:absolute;font-weight:normal;left:127.728px;top:242.9px;">$</div><div id="a39572" style="position:absolute;font-weight:normal;left:180.728px;top:242.9px;">450 </div><div id="a39575" style="position:absolute;font-weight:normal;left:292.728px;top:242.9px;">9 </div><div id="a39578" style="position:absolute;font-weight:normal;left:343.768px;top:242.9px;">441 </div><div id="a39581" style="position:absolute;font-weight:normal;left:406.835px;top:242.9px;">280 </div><div id="a39584" style="position:absolute;font-weight:normal;left:473.875px;top:242.9px;">161 </div><div id="a39587" style="position:absolute;font-weight:normal;left:554.235px;top:242.9px;">- </div><div id="a39590" style="position:absolute;font-weight:normal;left:596.955px;top:242.9px;">161 </div><div id="a39592" style="position:absolute;font-weight:normal;left:4.693px;top:258.9px;">Liabilities</div><div id="a39595" style="position:absolute;font-weight:normal;left:180.728px;top:258.9px;">400 </div><div id="a39598" style="position:absolute;font-weight:normal;left:292.728px;top:258.9px;">4 </div><div id="a39601" style="position:absolute;font-weight:normal;left:343.768px;top:258.9px;">396 </div><div id="a39604" style="position:absolute;font-weight:normal;left:406.835px;top:258.9px;">280 </div><div id="a39607" style="position:absolute;font-weight:normal;left:473.875px;top:258.9px;">116 </div><div id="a39610" style="position:absolute;font-weight:normal;left:544.795px;top:258.9px;">10 </div><div id="a39613" style="position:absolute;font-weight:normal;left:596.955px;top:258.9px;">106 </div><div id="a39645" style="position:absolute;font-weight:normal;left:4.693px;top:304.7px;">At December 31, 2019 and December 31, 2018,<div style="display:inline-block;width:2.06px"> </div>we did not present any amounts gross on our consolidated </div><div id="a39647" style="position:absolute;font-weight:normal;left:4.693px;top:320.8px;">balance sheet where we had the right of setoff.</div></div></div></div><div id="TextBlockContainer855" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:643px;height:340px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a39650" style="position:absolute;font-weight:bold;left:4.693px;top:0px;">Non-Recurring Fair Value Measurement</div><div id="a39654" style="position:absolute;font-weight:normal;left:4.693px;top:23px;">The following table summarizes the fair value<div style="display:inline-block;width:2.15px"> </div>hierarchy by major category and date of<div style="display:inline-block;width:2.02px"> </div>remeasurement for </div><div id="a39656" style="position:absolute;font-weight:normal;left:4.693px;top:39.2px;">assets accounted for at fair value on a non-recurring<div style="display:inline-block;width:2.01px"> </div>basis:</div><div id="a39672" style="position:absolute;font-weight:normal;left:377.555px;top:69.3px;">Millions of Dollars </div><div id="a39678" style="position:absolute;font-weight:normal;left:347.288px;top:96.8px;">Fair Value Measurements Using</div><div id="a39683" style="position:absolute;font-weight:normal;left:254.168px;top:131.1px;">Fair Value</div><div id="a39686" style="position:absolute;font-weight:normal;left:350.168px;top:114.9px;">Level 1 </div><div id="a39687" style="position:absolute;font-weight:normal;left:357.715px;top:131.1px;">Inputs</div><div id="a39690" style="position:absolute;font-weight:normal;left:429.235px;top:114.9px;">Level 2 </div><div id="a39691" style="position:absolute;font-weight:normal;left:436.755px;top:131.1px;">Inputs</div><div id="a39694" style="position:absolute;font-weight:normal;left:508.275px;top:114.9px;">Level 3 </div><div id="a39695" style="position:absolute;font-weight:normal;left:515.795px;top:131.1px;">Inputs</div><div id="a39698" style="position:absolute;font-weight:normal;left:565.275px;top:114.9px;">Before-Tax </div><div id="a39701" style="position:absolute;font-weight:normal;left:603.515px;top:131.1px;">Loss</div><div id="a39703" style="position:absolute;font-weight:bold;left:4.693px;top:147.9px;">Year<div style="display:inline-block;width:4.97px"> </div>ended December 31, 2019</div><div id="a39715" style="position:absolute;font-weight:normal;left:4.693px;top:163.2px;">Net PP&amp;E (held for sale)</div><div id="a39727" style="position:absolute;font-weight:normal;left:4.693px;top:179.2px;"><div style="display:inline-block;width:10.56px"> </div>November 30, 2019</div><div id="a39730" style="position:absolute;font-weight:bold;left:232.728px;top:179.2px;">$</div><div id="a39732" style="position:absolute;font-weight:bold;left:288.728px;top:179.2px;">194 </div><div id="a39735" style="position:absolute;font-weight:bold;left:367.795px;top:179.2px;">194 </div><div id="a39738" style="position:absolute;font-weight:bold;left:463.155px;top:179.2px;">- </div><div id="a39741" style="position:absolute;font-weight:bold;left:542.235px;top:179.2px;">- </div><div id="a39744" style="position:absolute;font-weight:bold;left:604.955px;top:179.2px;">351 </div><div id="a39746" style="position:absolute;font-weight:normal;left:4.693px;top:195.2px;"><div style="display:inline-block;width:10.56px"> </div>December 31, 2019</div><div id="a39750" style="position:absolute;font-weight:bold;left:288.728px;top:195.2px;">166 </div><div id="a39753" style="position:absolute;font-weight:bold;left:367.795px;top:195.2px;">166 </div><div id="a39756" style="position:absolute;font-weight:bold;left:463.155px;top:195.2px;">- </div><div id="a39759" style="position:absolute;font-weight:bold;left:542.235px;top:195.2px;">- </div><div id="a39762" style="position:absolute;font-weight:bold;left:611.835px;top:195.2px;">28 </div><div id="a39764" style="position:absolute;font-weight:normal;left:4.693px;top:211.2px;">Equity Method Investments</div><div id="a39776" style="position:absolute;font-weight:normal;left:4.693px;top:227.2px;"><div style="display:inline-block;width:10.56px"> </div>March 31, 2019</div><div id="a39780" style="position:absolute;font-weight:bold;left:288.728px;top:227.2px;">171 </div><div id="a39783" style="position:absolute;font-weight:bold;left:367.795px;top:227.2px;">171 </div><div id="a39786" style="position:absolute;font-weight:bold;left:463.155px;top:227.2px;">- </div><div id="a39789" style="position:absolute;font-weight:bold;left:542.235px;top:227.2px;">- </div><div id="a39792" style="position:absolute;font-weight:bold;left:611.835px;top:227.2px;">60 </div><div id="a39794" style="position:absolute;font-weight:normal;left:4.693px;top:243.2px;"><div style="display:inline-block;width:10.56px"> </div>May 31, 2019</div><div id="a39798" style="position:absolute;font-weight:bold;left:295.608px;top:243.2px;">30 </div><div id="a39801" style="position:absolute;font-weight:bold;left:384.115px;top:243.2px;">- </div><div id="a39804" style="position:absolute;font-weight:bold;left:453.715px;top:243.2px;">30 </div><div id="a39807" style="position:absolute;font-weight:bold;left:542.235px;top:243.2px;">- </div><div id="a39810" style="position:absolute;font-weight:bold;left:611.835px;top:243.2px;">95 </div><div id="a39823" style="position:absolute;font-weight:normal;left:4.693px;top:275.2px;">Year<div style="display:inline-block;width:4.93px"> </div>ended December 31, 2018</div><div id="a39835" style="position:absolute;font-weight:normal;left:4.693px;top:291.2px;">Net PP&amp;E (held for sale)</div><div id="a39847" style="position:absolute;font-weight:normal;left:4.693px;top:307.2px;"><div style="display:inline-block;width:10.56px"> </div>March 31, 2018</div><div id="a39850" style="position:absolute;font-weight:bold;left:232.728px;top:307.2px;">$</div><div id="a39852" style="position:absolute;font-weight:normal;left:288.728px;top:307.2px;">250 </div><div id="a39855" style="position:absolute;font-weight:normal;left:384.115px;top:307.2px;">- </div><div id="a39858" style="position:absolute;font-weight:normal;left:463.155px;top:307.2px;">- </div><div id="a39861" style="position:absolute;font-weight:normal;left:525.875px;top:307.2px;">250 </div><div id="a39864" style="position:absolute;font-weight:normal;left:611.835px;top:307.2px;">44 </div><div id="a39866" style="position:absolute;font-weight:normal;left:4.693px;top:323.3px;"><div style="display:inline-block;width:10.56px"> </div>September 30, 2018</div><div id="a39870" style="position:absolute;font-weight:normal;left:288.728px;top:323.3px;">201 </div><div id="a39873" style="position:absolute;font-weight:normal;left:367.795px;top:323.3px;">201 </div><div id="a39876" style="position:absolute;font-weight:normal;left:463.155px;top:323.3px;">- </div><div id="a39879" style="position:absolute;font-weight:normal;left:542.235px;top:323.3px;">- </div><div id="a39882" style="position:absolute;font-weight:normal;left:611.835px;top:323.3px;">43 </div></div><div id="TextBlockContainer858" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:640px;height:146px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a39885" style="position:absolute;font-weight:normal;font-style:italic;left:4.693px;top:0px;">Net PP&amp;E (held for sale) </div><div id="a39888" style="position:absolute;font-weight:normal;left:4.693px;top:16.2px;">Net PP&amp;E held for sale was written down to fair<div style="display:inline-block;width:2.03px"> </div>value, less costs to sell.<div style="display:inline-block;width:6.2px"> </div>The fair value of each asset was<div style="display:inline-block;width:6.1px"> </div></div><div id="a39889" style="position:absolute;font-weight:normal;left:4.693px;top:32.3px;">determined by its negotiated selling price (Level<div style="display:inline-block;width:2.14px"> </div>1) or information gathered during marketing<div style="display:inline-block;width:2px"> </div>efforts (Level 3).<div style="display:inline-block;width:3.36px"> </div></div><div id="a39890" style="position:absolute;font-weight:normal;left:4.693px;top:48.3px;">For additional information see Note 5—Asset<div style="display:inline-block;width:1.98px"> </div>Acquisitions and Dispositions.</div><div id="a39898" style="position:absolute;font-weight:normal;font-style:italic;left:436.115px;top:48.3px;"> </div><div id="a39899" style="position:absolute;font-weight:normal;font-style:italic;left:4.693px;top:64.5px;"> </div><div id="a39900" style="position:absolute;font-weight:normal;font-style:italic;left:4.693px;top:80.5px;">Equity Method Investments </div><div id="a39903" style="position:absolute;font-weight:normal;left:4.693px;top:96.6px;">During 2019, certain equity method investments<div style="display:inline-block;width:1.92px"> </div>were determined to have fair values below their<div style="display:inline-block;width:2.14px"> </div>carrying </div><div id="a39904" style="position:absolute;font-weight:normal;left:4.693px;top:112.8px;">amounts, and the impairments were considered to<div style="display:inline-block;width:2.04px"> </div>be other than temporary under the guidance of<div style="display:inline-block;width:2.17px"> </div>FASB ASC </div><div id="a39907" style="position:absolute;font-weight:normal;left:4.693px;top:128.8px;">Topic 323.<div style="display:inline-block;width:7.66px"> </div>During 2019, investments using Level 1 inputs<div style="display:inline-block;width:1.94px"> </div>were written down to fair value, less costs to<div style="display:inline-block;width:2.18px"> </div>sell, </div></div><div id="TextBlockContainer860" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:632px;height:65px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a39911" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">determined by negotiated selling prices.<div style="display:inline-block;width:5.78px"> </div>For additional information, see Note 5—Asset<div style="display:inline-block;width:1.98px"> </div>Acquisitions and </div><div id="a39917" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">Dispositions.<div style="display:inline-block;width:6.54px"> </div>During 2019, an investment using Level 2 inputs<div style="display:inline-block;width:2.13px"> </div>was determined to have a fair value below its </div><div id="a39922" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;">carrying value, and was written down to fair value.<div style="display:inline-block;width:5.54px"> </div>For additional information, see Note 3—Variable Interest </div><div id="a39928" style="position:absolute;font-weight:normal;left:4.693px;top:48.2px;">Entities.</div></div><div id="TextBlockContainer862" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:640px;height:426px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a39934" style="position:absolute;font-weight:bold;left:4.693px;top:0px;">Reported Fair Values of Financial Instruments </div><div id="a39937" style="position:absolute;font-weight:normal;left:4.693px;top:16.2px;">We used the following methods and assumptions to estimate the fair value of financial<div style="display:inline-block;width:2px"> </div>instruments: </div><div id="a39939" style="position:absolute;font-weight:normal;left:4.693px;top:32.3px;"> </div><div id="a39940" style="position:absolute;font-weight:normal;left:28.693px;top:49.3px;">●</div><div id="a39941" style="position:absolute;font-family:Arial;font-weight:normal;left:35.093px;top:49.1px;"> </div><div id="a39942" style="position:absolute;font-weight:normal;left:52.688px;top:49.3px;">Cash and cash equivalents and short-term investments:<div style="display:inline-block;width:1.85px"> </div>The carrying amount reported on the balance </div><div id="a39945" style="position:absolute;font-weight:normal;left:52.688px;top:65.4px;">sheet approximates fair value.<div style="display:inline-block;width:6.19px"> </div>For those investments classified as available<div style="display:inline-block;width:1.98px"> </div>for sale debt securities, </div><div id="a39948" style="position:absolute;font-weight:normal;left:52.688px;top:81.6px;">the carrying amount reported on the balance sheet<div style="display:inline-block;width:2.11px"> </div>is fair value. </div><div id="a39950" style="position:absolute;font-weight:normal;left:28.693px;top:98.7px;">●</div><div id="a39951" style="position:absolute;font-family:Arial;font-weight:normal;left:35.093px;top:98.6px;"> </div><div id="a39952" style="position:absolute;font-weight:normal;left:52.688px;top:98.7px;">Accounts and notes receivable (including long-term<div style="display:inline-block;width:2.06px"> </div>and related parties): The carrying amount </div><div id="a39955" style="position:absolute;font-weight:normal;left:52.688px;top:114.7px;">reported on the balance sheet approximates fair<div style="display:inline-block;width:2.02px"> </div>value.<div style="display:inline-block;width:6.79px"> </div>The valuation technique and methods used to </div><div id="a39957" style="position:absolute;font-weight:normal;left:52.688px;top:130.9px;">estimate the fair value of the current portion<div style="display:inline-block;width:2.14px"> </div>of fixed-rate related party loans is consistent<div style="display:inline-block;width:2.16px"> </div>with Loans </div><div id="a39960" style="position:absolute;font-weight:normal;left:52.688px;top:146.9px;">and advances—related parties. </div><div id="a39964" style="position:absolute;font-weight:normal;left:28.693px;top:164px;">●</div><div id="a39965" style="position:absolute;font-family:Arial;font-weight:normal;left:35.093px;top:163.9px;"> </div><div id="a39966" style="position:absolute;font-weight:normal;left:52.688px;top:164px;">Investment in Cenovus Energy shares: See Note 7—Investment<div style="display:inline-block;width:1.71px"> </div>in Cenovus Energy for a discussion of </div><div id="a39971" style="position:absolute;font-weight:normal;left:52.688px;top:180.2px;">the carrying value and fair value of our investment<div style="display:inline-block;width:2.12px"> </div>in Cenovus Energy shares.<div style="display:inline-block;width:6.32px"> </div></div><div id="a39973" style="position:absolute;font-weight:normal;left:28.693px;top:197.3px;">●</div><div id="a39974" style="position:absolute;font-family:Arial;font-weight:normal;left:35.093px;top:197.2px;"> </div><div id="a39975" style="position:absolute;font-weight:normal;left:52.688px;top:197.3px;">Investments in debt securities classified as available<div style="display:inline-block;width:2px"> </div>for sale: The fair value of investments in debt </div><div id="a39981" style="position:absolute;font-weight:normal;left:52.688px;top:213.3px;">securities categorized as Level 1 in the fair<div style="display:inline-block;width:2.16px"> </div>value hierarchy is measured using exchange<div style="display:inline-block;width:2.14px"> </div>prices.<div style="display:inline-block;width:6.86px"> </div>The </div><div id="a39985" style="position:absolute;font-weight:normal;left:52.688px;top:229.5px;">fair value of investments in debt securities<div style="display:inline-block;width:2.13px"> </div>categorized as Level 2 in the fair value hierarchy is </div><div id="a39987" style="position:absolute;font-weight:normal;left:52.688px;top:245.6px;">measured using pricing provided by brokers or<div style="display:inline-block;width:2.05px"> </div>pricing service companies that are corroborated<div style="display:inline-block;width:1.92px"> </div>with </div><div id="a39997" style="position:absolute;font-weight:normal;left:52.688px;top:261.6px;">market data.<div style="display:inline-block;width:6.74px"> </div>See Note 14—Derivatives and Financial Instruments,<div style="display:inline-block;width:1.8px"> </div>for additional information.<div style="display:inline-block;width:6.31px"> </div></div><div id="a40003" style="position:absolute;font-weight:normal;left:28.693px;top:278.8px;">●</div><div id="a40004" style="position:absolute;font-family:Arial;font-weight:normal;left:35.093px;top:278.6px;"> </div><div id="a40005" style="position:absolute;font-weight:normal;left:52.688px;top:278.8px;">Loans and advances—related parties: The carrying<div style="display:inline-block;width:1.96px"> </div>amount of floating-rate loans approximates<div style="display:inline-block;width:2.11px"> </div>fair </div><div id="a40010" style="position:absolute;font-weight:normal;left:52.688px;top:294.9px;">value.<div style="display:inline-block;width:6.95px"> </div>The fair value of fixed-rate loan activity is<div style="display:inline-block;width:2.14px"> </div>measured using market observable data and is </div><div id="a40013" style="position:absolute;font-weight:normal;left:52.688px;top:310.9px;">categorized as Level 2 in the fair value hierarchy.<div style="display:inline-block;width:6.36px"> </div>See Note 6—Investments, Loans and Long-Term </div><div id="a40019" style="position:absolute;font-weight:normal;left:52.688px;top:327.1px;">Receivables, for additional information. </div><div id="a40021" style="position:absolute;font-weight:normal;left:28.693px;top:344.2px;">●</div><div id="a40022" style="position:absolute;font-family:Arial;font-weight:normal;left:35.093px;top:344.1px;"> </div><div id="a40023" style="position:absolute;font-weight:normal;left:52.688px;top:344.2px;">Accounts payable (including related parties)<div style="display:inline-block;width:2.09px"> </div>and floating-rate debt: The carrying amount of accounts </div><div id="a40026" style="position:absolute;font-weight:normal;left:52.688px;top:360.4px;">payable and floating-rate debt reported on the balance<div style="display:inline-block;width:2.01px"> </div>sheet approximates fair value.<div style="display:inline-block;width:9.46px"> </div></div><div id="a40031" style="position:absolute;font-weight:normal;left:28.693px;top:377.3px;">●</div><div id="a40032" style="position:absolute;font-family:Arial;font-weight:normal;left:35.093px;top:377.2px;"> </div><div id="a40033" style="position:absolute;font-weight:normal;left:52.688px;top:377.3px;">Fixed-rate debt: The estimated fair value of fixed-rate<div style="display:inline-block;width:2.03px"> </div>debt is measured using prices available<div style="display:inline-block;width:2.12px"> </div>from a </div><div id="a40038" style="position:absolute;font-weight:normal;left:52.688px;top:393.5px;">pricing service that is corroborated by market<div style="display:inline-block;width:2.09px"> </div>data; therefore, these liabilities are categorized<div style="display:inline-block;width:2.11px"> </div>as Level </div><div id="a40039" style="position:absolute;font-weight:normal;left:52.688px;top:409.7px;">2 in the fair value hierarchy. </div></div><div id="TextBlockContainer866" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:632px;height:227px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="div_864_XBRL_CS_9e6907a19ba24a59ae5724a0f5279a71" style="position:absolute;left:0px;top:0px;float:left;"><div id="TextBlockContainer865" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:632px;height:227px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a40042" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">The following table summarizes the net fair<div style="display:inline-block;width:2.16px"> </div>value of financial instruments (i.e., adjusted<div style="display:inline-block;width:2.01px"> </div>where the right of </div><div id="a40045" style="position:absolute;font-weight:normal;left:4.693px;top:16.2px;">setoff exists for commodity derivatives):</div><div id="a40057" style="position:absolute;font-weight:normal;left:413.075px;top:47px;">Millions of Dollars</div><div id="a40060" style="position:absolute;font-weight:normal;left:337.208px;top:63.7px;">Carrying Amount</div><div id="a40063" style="position:absolute;font-weight:normal;left:522.995px;top:63.7px;">Fair Value</div><div id="a40066" style="position:absolute;font-weight:bold;left:352.755px;top:80.5px;">2019</div><div id="a40069" style="position:absolute;font-weight:normal;left:441.875px;top:80.5px;">2018</div><div id="a40072" style="position:absolute;font-weight:bold;left:512.755px;top:80.5px;">2019</div><div id="a40075" style="position:absolute;font-weight:normal;left:601.915px;top:80.5px;">2018</div><div id="a40077" style="position:absolute;font-weight:bold;left:4.693px;top:97.3px;">Financial assets</div><div id="a40088" style="position:absolute;font-weight:normal;left:4.693px;top:113.4px;">Investment in Cenovus Energy</div><div id="a40090" style="position:absolute;font-weight:bold;left:308.728px;top:113.4px;">$</div><div id="a40092" style="position:absolute;font-weight:bold;left:345.208px;top:113.4px;">2,111 </div><div id="a40095" style="position:absolute;font-weight:normal;left:434.355px;top:113.4px;">1,462 </div><div id="a40098" style="position:absolute;font-weight:bold;left:505.235px;top:113.4px;">2,111 </div><div id="a40101" style="position:absolute;font-weight:normal;left:594.395px;top:113.4px;">1,462 </div><div id="a40103" style="position:absolute;font-weight:normal;left:4.693px;top:129.4px;">Commodity derivatives</div><div id="a40106" style="position:absolute;font-weight:bold;left:355.795px;top:129.4px;">125 </div><div id="a40109" style="position:absolute;font-weight:normal;left:444.915px;top:129.4px;">170 </div><div id="a40112" style="position:absolute;font-weight:bold;left:515.795px;top:129.4px;">125 </div><div id="a40115" style="position:absolute;font-weight:normal;left:604.955px;top:129.4px;">170 </div><div id="a40117" style="position:absolute;font-weight:normal;left:4.693px;top:145.6px;">Investments in debt securities</div><div id="a40120" style="position:absolute;font-weight:bold;left:355.795px;top:145.6px;">241 </div><div id="a40123" style="position:absolute;font-weight:normal;left:461.235px;top:145.6px;">- </div><div id="a40126" style="position:absolute;font-weight:bold;left:515.795px;top:145.6px;">241 </div><div id="a40129" style="position:absolute;font-weight:normal;left:621.275px;top:145.6px;">- </div><div id="a40131" style="position:absolute;font-weight:normal;left:4.693px;top:161.6px;">Total loans and advances—related parties</div><div id="a40136" style="position:absolute;font-weight:bold;left:355.795px;top:161.6px;">339 </div><div id="a40139" style="position:absolute;font-weight:normal;left:444.915px;top:161.6px;">468 </div><div id="a40142" style="position:absolute;font-weight:bold;left:515.795px;top:161.6px;">339 </div><div id="a40145" style="position:absolute;font-weight:normal;left:604.955px;top:161.6px;">468 </div><div id="a40147" style="position:absolute;font-weight:bold;left:4.693px;top:177.8px;">Financial liabilities</div><div id="a40158" style="position:absolute;font-weight:normal;left:4.693px;top:194px;">Total debt, excluding finance leases</div><div id="a40161" style="position:absolute;font-weight:bold;left:338.168px;top:194px;">14,175 </div><div id="a40164" style="position:absolute;font-weight:normal;left:427.315px;top:194px;">14,191 </div><div id="a40167" style="position:absolute;font-weight:bold;left:498.195px;top:194px;">18,108 </div><div id="a40170" style="position:absolute;font-weight:normal;left:587.355px;top:194px;">16,147 </div><div id="a40172" style="position:absolute;font-weight:normal;left:4.693px;top:210px;">Commodity derivatives</div><div id="a40175" style="position:absolute;font-weight:bold;left:355.795px;top:210px;">106 </div><div id="a40178" style="position:absolute;font-weight:normal;left:444.915px;top:210px;">110 </div><div id="a40181" style="position:absolute;font-weight:bold;left:515.795px;top:210px;">106 </div><div id="a40184" style="position:absolute;font-weight:normal;left:604.955px;top:210px;">110 </div></div></div></div><div id="TextBlockContainer868" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:635px;height:81px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a40188" style="position:absolute;font-weight:normal;font-style:italic;left:4.693px;top:0px;">Commodity Derivatives </div><div id="a40190" style="position:absolute;font-weight:normal;left:4.693px;top:16.2px;">At December 31, 2019, commodity derivative<div style="display:inline-block;width:2.04px"> </div>assets and liabilities are presented net with $</div><div id="a40190_90_1" style="position:absolute;font-weight:normal;left:515.315px;top:16.2px;">4 </div><div id="a40190_91_12" style="position:absolute;font-weight:normal;left:522.355px;top:16.2px;"><div style="display:inline-block;width:3.52px"> </div>million in </div><div id="a40197" style="position:absolute;font-weight:normal;left:4.693px;top:32.3px;">obligations to return cash collateral and $</div><div id="a40197_43_2" style="position:absolute;font-weight:normal;left:236.533px;top:32.3px;">12 </div><div id="a40197_45_65" style="position:absolute;font-weight:normal;left:250.648px;top:32.3px;"><div style="display:inline-block;width:3.52px"> </div>million of rights to reclaim cash collateral,<div style="display:inline-block;width:2.08px"> </div>respectively.<div style="display:inline-block;width:7.45px"> </div>At </div><div id="a40201" style="position:absolute;font-weight:normal;left:4.693px;top:48.3px;">December 31, 2018, commodity derivative assets<div style="display:inline-block;width:2px"> </div>and liabilities are presented net with </div><div id="a40201_86_2" style="position:absolute;font-weight:normal;left:490.835px;top:48.3px;">no </div><div id="a40201_88_23" style="position:absolute;font-weight:normal;left:504.915px;top:48.3px;"><div style="display:inline-block;width:3.52px"> </div>obligations to return </div><div id="a40205" style="position:absolute;font-weight:normal;left:4.693px;top:64.5px;">cash collateral and $</div><div id="a40205_21_2" style="position:absolute;font-weight:normal;left:119.408px;top:64.5px;">10 </div><div id="a40205_23_61" style="position:absolute;font-weight:normal;left:133.488px;top:64.5px;"><div style="display:inline-block;width:3.52px"> </div>million of rights to reclaim cash collateral,<div style="display:inline-block;width:1.92px"> </div>respectively. </div></div> <div id="TextBlockContainer847" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:636px;height:252px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a39109" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">The following table summarizes the fair value<div style="display:inline-block;width:2.15px"> </div>hierarchy for gross financial assets and<div style="display:inline-block;width:2.11px"> </div>liabilities (i.e., </div><div id="a39110" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">unadjusted where the right of setoff exists for commodity<div style="display:inline-block;width:1.93px"> </div>derivatives accounted for at fair value on a recurring </div><div id="a39111" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;">basis):<div style="display:inline-block;width:6.76px"> </div></div><div id="a39115" style="position:absolute;font-weight:normal;left:354.035px;top:48.8px;">Millions of Dollars</div><div id="a39119" style="position:absolute;font-weight:bold;left:241.688px;top:65.4px;">December 31, 2019</div><div id="a39122" style="position:absolute;font-weight:normal;left:472.275px;top:65.4px;">December 31, 2018</div><div id="a39126" style="position:absolute;font-weight:bold;left:200.568px;top:82.2px;">Level 1</div><div id="a39129" style="position:absolute;font-weight:bold;left:256.568px;top:82.2px;">Level 2</div><div id="a39132" style="position:absolute;font-weight:bold;left:312.568px;top:82.2px;">Level 3</div><div id="a39135" style="position:absolute;font-weight:bold;left:379.955px;top:82.2px;">Total</div><div id="a39138" style="position:absolute;font-weight:normal;left:428.435px;top:82.2px;">Level 1</div><div id="a39141" style="position:absolute;font-weight:normal;left:481.395px;top:82.2px;">Level 2</div><div id="a39144" style="position:absolute;font-weight:normal;left:534.395px;top:82.2px;">Level 3</div><div id="a39147" style="position:absolute;font-weight:normal;left:601.275px;top:82.2px;">Total</div><div id="a39149" style="position:absolute;font-weight:bold;left:4.693px;top:99.1px;">Assets</div><div id="a39167" style="position:absolute;font-weight:normal;left:4.693px;top:117px;">Investment in Cenovus Energy</div><div id="a39169" style="position:absolute;font-weight:bold;left:184.728px;top:117px;">$</div><div id="a39171" style="position:absolute;font-weight:bold;left:208.248px;top:117px;">2,111 </div><div id="a39174" style="position:absolute;font-weight:bold;left:291.128px;top:117px;">- </div><div id="a39177" style="position:absolute;font-weight:bold;left:347.128px;top:117px;">- </div><div id="a39180" style="position:absolute;font-weight:bold;left:376.275px;top:117px;">2,111 </div><div id="a39183" style="position:absolute;font-weight:normal;left:435.315px;top:117px;">1,462 </div><div id="a39186" style="position:absolute;font-weight:normal;left:515.155px;top:117px;">- </div><div id="a39189" style="position:absolute;font-weight:normal;left:568.155px;top:117px;">- </div><div id="a39192" style="position:absolute;font-weight:normal;left:595.355px;top:117px;">1,462 </div><div id="a39194" style="position:absolute;font-weight:normal;left:4.693px;top:135.1px;">Investments in debt securities</div><div id="a39197" style="position:absolute;font-weight:bold;left:225.688px;top:135.1px;">25 </div><div id="a39200" style="position:absolute;font-weight:bold;left:274.808px;top:135.1px;">216 </div><div id="a39203" style="position:absolute;font-weight:bold;left:347.128px;top:135.1px;">- </div><div id="a39206" style="position:absolute;font-weight:bold;left:386.835px;top:135.1px;">241 </div><div id="a39216" style="position:absolute;font-weight:normal;left:4.693px;top:151.2px;">Commodity derivatives</div><div id="a39220" style="position:absolute;font-weight:bold;left:218.808px;top:151.2px;">172 </div><div id="a39223" style="position:absolute;font-weight:bold;left:274.808px;top:151.2px;">114 </div><div id="a39226" style="position:absolute;font-weight:bold;left:337.688px;top:151.2px;">36 </div><div id="a39229" style="position:absolute;font-weight:bold;left:386.835px;top:151.2px;">322 </div><div id="a39232" style="position:absolute;font-weight:normal;left:445.875px;top:151.2px;">236 </div><div id="a39235" style="position:absolute;font-weight:normal;left:498.835px;top:151.2px;">181 </div><div id="a39238" style="position:absolute;font-weight:normal;left:558.715px;top:151.2px;">33 </div><div id="a39241" style="position:absolute;font-weight:normal;left:605.915px;top:151.2px;">450 </div><div id="a39243" style="position:absolute;font-weight:normal;left:4.693px;top:167.9px;">Total assets</div><div id="a39245" style="position:absolute;font-weight:bold;left:184.728px;top:167.9px;">$</div><div id="a39247" style="position:absolute;font-weight:bold;left:208.248px;top:167.9px;">2,308 </div><div id="a39250" style="position:absolute;font-weight:bold;left:274.808px;top:167.9px;">330 </div><div id="a39253" style="position:absolute;font-weight:bold;left:337.688px;top:167.9px;">36 </div><div id="a39256" style="position:absolute;font-weight:bold;left:376.275px;top:167.9px;">2,674 </div><div id="a39259" style="position:absolute;font-weight:normal;left:435.315px;top:167.9px;">1,698 </div><div id="a39262" style="position:absolute;font-weight:normal;left:498.835px;top:167.9px;">181 </div><div id="a39265" style="position:absolute;font-weight:normal;left:558.715px;top:167.9px;">33 </div><div id="a39268" style="position:absolute;font-weight:normal;left:595.355px;top:167.9px;">1,912 </div><div id="a39288" style="position:absolute;font-weight:bold;left:4.693px;top:202.4px;">Liabilities</div><div id="a39306" style="position:absolute;font-weight:normal;left:4.693px;top:218.4px;">Commodity derivatives</div><div id="a39308" style="position:absolute;font-weight:bold;left:184.728px;top:218.4px;">$</div><div id="a39310" style="position:absolute;font-weight:bold;left:218.808px;top:218.4px;">174 </div><div id="a39313" style="position:absolute;font-weight:bold;left:274.808px;top:218.4px;">115 </div><div id="a39316" style="position:absolute;font-weight:bold;left:337.688px;top:218.4px;">22 </div><div id="a39319" style="position:absolute;font-weight:bold;left:386.835px;top:218.4px;">311 </div><div id="a39322" style="position:absolute;font-weight:normal;left:445.875px;top:218.4px;">225 </div><div id="a39325" style="position:absolute;font-weight:normal;left:498.835px;top:218.4px;">145 </div><div id="a39328" style="position:absolute;font-weight:normal;left:558.715px;top:218.4px;">30 </div><div id="a39331" style="position:absolute;font-weight:normal;left:605.915px;top:218.4px;">400 </div><div id="a39333" style="position:absolute;font-weight:normal;left:4.693px;top:235.2px;">Total liabilities</div><div id="a39335" style="position:absolute;font-weight:bold;left:184.728px;top:235.2px;">$</div><div id="a39337" style="position:absolute;font-weight:bold;left:218.808px;top:235.2px;">174 </div><div id="a39340" style="position:absolute;font-weight:bold;left:274.808px;top:235.2px;">115 </div><div id="a39343" style="position:absolute;font-weight:bold;left:337.688px;top:235.2px;">22 </div><div id="a39346" style="position:absolute;font-weight:bold;left:386.835px;top:235.2px;">311 </div><div id="a39349" style="position:absolute;font-weight:normal;left:445.875px;top:235.2px;">225 </div><div id="a39352" style="position:absolute;font-weight:normal;left:498.835px;top:235.2px;">145 </div><div id="a39355" style="position:absolute;font-weight:normal;left:558.715px;top:235.2px;">30 </div><div id="a39358" style="position:absolute;font-weight:normal;left:605.915px;top:235.2px;">400 </div></div> 2111000000 0 0 2111000000 1462000000 1462000000 0 0 1462000000 25000000 216000000 0 241000000 172000000 114000000 36000000 322000000 236000000 181000000 33000000 450000000 2308000000 330000000 36000000 2674000000 1698000000 181000000 33000000 1912000000 174000000 115000000 22000000 311000000 225000000 145000000 30000000 400000000 174000000 115000000 22000000 311000000 225000000 145000000 30000000 400000000 <div id="TextBlockContainer851" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:631px;height:338px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a39379" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">The following table summarizes those commodity<div style="display:inline-block;width:1.93px"> </div>derivative balances subject to the right of setoff as </div><div id="a39381" style="position:absolute;font-weight:normal;left:4.693px;top:16.2px;">presented on our consolidated balance sheet.<div style="display:inline-block;width:5.8px"> </div>We have elected to offset the recognized fair value amounts for </div><div id="a39383" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;">multiple derivative instruments executed with the same<div style="display:inline-block;width:2.08px"> </div>counterparty in our financial statements<div style="display:inline-block;width:2.12px"> </div>when a legal </div><div id="a39385" style="position:absolute;font-weight:normal;left:4.693px;top:48.3px;">right of setoff exists.</div><div id="a39403" style="position:absolute;font-weight:normal;left:321.048px;top:79.2px;">Millions of Dollars</div><div id="a39412" style="position:absolute;font-weight:normal;left:365.875px;top:96px;">Amounts Subject to Right of Setoff</div><div id="a39415" style="position:absolute;font-weight:normal;left:173.168px;top:112.8px;">Gross</div><div id="a39418" style="position:absolute;font-weight:normal;left:227.928px;top:112.8px;">Amounts Not</div><div id="a39423" style="position:absolute;font-weight:normal;left:398.995px;top:112.8px;">Gross </div><div id="a39426" style="position:absolute;font-weight:normal;left:478.675px;top:112.8px;">Net</div><div id="a39433" style="position:absolute;font-weight:normal;left:154.448px;top:128.8px;">Amounts</div><div id="a39437" style="position:absolute;font-weight:normal;left:247.448px;top:128.8px;">Subject to</div><div id="a39440" style="position:absolute;font-weight:normal;left:336.088px;top:128.8px;">Gross</div><div id="a39442" style="position:absolute;font-weight:normal;left:380.435px;top:128.8px;">Amounts</div><div id="a39445" style="position:absolute;font-weight:normal;left:447.475px;top:128.8px;">Amounts</div><div id="a39448" style="position:absolute;font-weight:normal;left:534.875px;top:128.8px;">Cash</div><div id="a39451" style="position:absolute;font-weight:normal;left:601.595px;top:128.8px;">Net </div><div id="a39454" style="position:absolute;font-weight:normal;left:139.728px;top:145.8px;">Recognized</div><div id="a39457" style="position:absolute;font-weight:normal;left:219.768px;top:145.8px;">Right of Setoff</div><div id="a39460" style="position:absolute;font-size:14.72px;font-weight:normal;left:314.968px;top:144.9px;">Amounts </div><div id="a39462" style="position:absolute;font-weight:normal;left:396.755px;top:145.8px;">Offset</div><div id="a39465" style="position:absolute;font-weight:normal;left:444.435px;top:145.8px;">Presented</div><div id="a39468" style="position:absolute;font-weight:normal;left:507.635px;top:145.8px;">Collateral</div><div id="a39471" style="position:absolute;font-weight:normal;left:570.555px;top:145.8px;">Amounts</div><div id="a39473" style="position:absolute;font-weight:bold;left:4.693px;top:162.4px;">December 31, 2019</div><div id="a39490" style="position:absolute;font-weight:normal;left:4.693px;top:178.6px;">Assets</div><div id="a39492" style="position:absolute;font-weight:bold;left:127.728px;top:178.6px;">$</div><div id="a39494" style="position:absolute;font-weight:bold;left:180.728px;top:178.6px;">322 </div><div id="a39497" style="position:absolute;font-weight:bold;left:292.728px;top:178.6px;">3 </div><div id="a39500" style="position:absolute;font-weight:bold;left:343.768px;top:178.6px;">319 </div><div id="a39503" style="position:absolute;font-weight:bold;left:406.835px;top:178.6px;">193 </div><div id="a39506" style="position:absolute;font-weight:bold;left:473.875px;top:178.6px;">126 </div><div id="a39509" style="position:absolute;font-weight:bold;left:551.835px;top:178.6px;">4 </div><div id="a39512" style="position:absolute;font-weight:bold;left:596.955px;top:178.6px;">122 </div><div id="a39514" style="position:absolute;font-weight:normal;left:4.693px;top:194.7px;">Liabilities</div><div id="a39517" style="position:absolute;font-weight:bold;left:180.728px;top:194.7px;">311 </div><div id="a39520" style="position:absolute;font-weight:bold;left:292.728px;top:194.7px;">4 </div><div id="a39523" style="position:absolute;font-weight:bold;left:343.768px;top:194.7px;">307 </div><div id="a39526" style="position:absolute;font-weight:bold;left:406.835px;top:194.7px;">193 </div><div id="a39529" style="position:absolute;font-weight:bold;left:473.875px;top:194.7px;">114 </div><div id="a39532" style="position:absolute;font-weight:bold;left:544.795px;top:194.7px;">12 </div><div id="a39535" style="position:absolute;font-weight:bold;left:596.955px;top:194.7px;">102 </div><div id="a39552" style="position:absolute;font-weight:normal;left:4.693px;top:226.8px;">December 31, 2018</div><div id="a39568" style="position:absolute;font-weight:normal;left:4.693px;top:242.9px;">Assets</div><div id="a39570" style="position:absolute;font-weight:normal;left:127.728px;top:242.9px;">$</div><div id="a39572" style="position:absolute;font-weight:normal;left:180.728px;top:242.9px;">450 </div><div id="a39575" style="position:absolute;font-weight:normal;left:292.728px;top:242.9px;">9 </div><div id="a39578" style="position:absolute;font-weight:normal;left:343.768px;top:242.9px;">441 </div><div id="a39581" style="position:absolute;font-weight:normal;left:406.835px;top:242.9px;">280 </div><div id="a39584" style="position:absolute;font-weight:normal;left:473.875px;top:242.9px;">161 </div><div id="a39587" style="position:absolute;font-weight:normal;left:554.235px;top:242.9px;">- </div><div id="a39590" style="position:absolute;font-weight:normal;left:596.955px;top:242.9px;">161 </div><div id="a39592" style="position:absolute;font-weight:normal;left:4.693px;top:258.9px;">Liabilities</div><div id="a39595" style="position:absolute;font-weight:normal;left:180.728px;top:258.9px;">400 </div><div id="a39598" style="position:absolute;font-weight:normal;left:292.728px;top:258.9px;">4 </div><div id="a39601" style="position:absolute;font-weight:normal;left:343.768px;top:258.9px;">396 </div><div id="a39604" style="position:absolute;font-weight:normal;left:406.835px;top:258.9px;">280 </div><div id="a39607" style="position:absolute;font-weight:normal;left:473.875px;top:258.9px;">116 </div><div id="a39610" style="position:absolute;font-weight:normal;left:544.795px;top:258.9px;">10 </div><div id="a39613" style="position:absolute;font-weight:normal;left:596.955px;top:258.9px;">106 </div><div id="a39645" style="position:absolute;font-weight:normal;left:4.693px;top:304.7px;">At December 31, 2019 and December 31, 2018,<div style="display:inline-block;width:2.06px"> </div>we did not present any amounts gross on our consolidated </div><div id="a39647" style="position:absolute;font-weight:normal;left:4.693px;top:320.8px;">balance sheet where we had the right of setoff.</div></div> 322000000 3000000 319000000 193000000 126000000 4000000 122000000 311000000 4000000 307000000 193000000 114000000 12000000 102000000 450000000 9000000 441000000 280000000 161000000 0 161000000 400000000 4000000 396000000 280000000 116000000 10000000 106000000 <div id="TextBlockContainer856" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:643px;height:340px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="div_854_XBRL_TS_3da8f475f96644fab8948364d3e59af6" style="position:absolute;left:0px;top:0px;float:left;"><div id="TextBlockContainer855" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:643px;height:340px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a39650" style="position:absolute;font-weight:bold;left:4.693px;top:0px;">Non-Recurring Fair Value Measurement</div><div id="a39654" style="position:absolute;font-weight:normal;left:4.693px;top:23px;">The following table summarizes the fair value<div style="display:inline-block;width:2.15px"> </div>hierarchy by major category and date of<div style="display:inline-block;width:2.02px"> </div>remeasurement for </div><div id="a39656" style="position:absolute;font-weight:normal;left:4.693px;top:39.2px;">assets accounted for at fair value on a non-recurring<div style="display:inline-block;width:2.01px"> </div>basis:</div><div id="a39672" style="position:absolute;font-weight:normal;left:377.555px;top:69.3px;">Millions of Dollars </div><div id="a39678" style="position:absolute;font-weight:normal;left:347.288px;top:96.8px;">Fair Value Measurements Using</div><div id="a39683" style="position:absolute;font-weight:normal;left:254.168px;top:131.1px;">Fair Value</div><div id="a39686" style="position:absolute;font-weight:normal;left:350.168px;top:114.9px;">Level 1 </div><div id="a39687" style="position:absolute;font-weight:normal;left:357.715px;top:131.1px;">Inputs</div><div id="a39690" style="position:absolute;font-weight:normal;left:429.235px;top:114.9px;">Level 2 </div><div id="a39691" style="position:absolute;font-weight:normal;left:436.755px;top:131.1px;">Inputs</div><div id="a39694" style="position:absolute;font-weight:normal;left:508.275px;top:114.9px;">Level 3 </div><div id="a39695" style="position:absolute;font-weight:normal;left:515.795px;top:131.1px;">Inputs</div><div id="a39698" style="position:absolute;font-weight:normal;left:565.275px;top:114.9px;">Before-Tax </div><div id="a39701" style="position:absolute;font-weight:normal;left:603.515px;top:131.1px;">Loss</div><div id="a39703" style="position:absolute;font-weight:bold;left:4.693px;top:147.9px;">Year<div style="display:inline-block;width:4.97px"> </div>ended December 31, 2019</div><div id="a39715" style="position:absolute;font-weight:normal;left:4.693px;top:163.2px;">Net PP&amp;E (held for sale)</div><div id="a39727" style="position:absolute;font-weight:normal;left:4.693px;top:179.2px;"><div style="display:inline-block;width:10.56px"> </div>November 30, 2019</div><div id="a39730" style="position:absolute;font-weight:bold;left:232.728px;top:179.2px;">$</div><div id="a39732" style="position:absolute;font-weight:bold;left:288.728px;top:179.2px;">194 </div><div id="a39735" style="position:absolute;font-weight:bold;left:367.795px;top:179.2px;">194 </div><div id="a39738" style="position:absolute;font-weight:bold;left:463.155px;top:179.2px;">- </div><div id="a39741" style="position:absolute;font-weight:bold;left:542.235px;top:179.2px;">- </div><div id="a39744" style="position:absolute;font-weight:bold;left:604.955px;top:179.2px;">351 </div><div id="a39746" style="position:absolute;font-weight:normal;left:4.693px;top:195.2px;"><div style="display:inline-block;width:10.56px"> </div>December 31, 2019</div><div id="a39750" style="position:absolute;font-weight:bold;left:288.728px;top:195.2px;">166 </div><div id="a39753" style="position:absolute;font-weight:bold;left:367.795px;top:195.2px;">166 </div><div id="a39756" style="position:absolute;font-weight:bold;left:463.155px;top:195.2px;">- </div><div id="a39759" style="position:absolute;font-weight:bold;left:542.235px;top:195.2px;">- </div><div id="a39762" style="position:absolute;font-weight:bold;left:611.835px;top:195.2px;">28 </div><div id="a39764" style="position:absolute;font-weight:normal;left:4.693px;top:211.2px;">Equity Method Investments</div><div id="a39776" style="position:absolute;font-weight:normal;left:4.693px;top:227.2px;"><div style="display:inline-block;width:10.56px"> </div>March 31, 2019</div><div id="a39780" style="position:absolute;font-weight:bold;left:288.728px;top:227.2px;">171 </div><div id="a39783" style="position:absolute;font-weight:bold;left:367.795px;top:227.2px;">171 </div><div id="a39786" style="position:absolute;font-weight:bold;left:463.155px;top:227.2px;">- </div><div id="a39789" style="position:absolute;font-weight:bold;left:542.235px;top:227.2px;">- </div><div id="a39792" style="position:absolute;font-weight:bold;left:611.835px;top:227.2px;">60 </div><div id="a39794" style="position:absolute;font-weight:normal;left:4.693px;top:243.2px;"><div style="display:inline-block;width:10.56px"> </div>May 31, 2019</div><div id="a39798" style="position:absolute;font-weight:bold;left:295.608px;top:243.2px;">30 </div><div id="a39801" style="position:absolute;font-weight:bold;left:384.115px;top:243.2px;">- </div><div id="a39804" style="position:absolute;font-weight:bold;left:453.715px;top:243.2px;">30 </div><div id="a39807" style="position:absolute;font-weight:bold;left:542.235px;top:243.2px;">- </div><div id="a39810" style="position:absolute;font-weight:bold;left:611.835px;top:243.2px;">95 </div><div id="a39823" style="position:absolute;font-weight:normal;left:4.693px;top:275.2px;">Year<div style="display:inline-block;width:4.93px"> </div>ended December 31, 2018</div><div id="a39835" style="position:absolute;font-weight:normal;left:4.693px;top:291.2px;">Net PP&amp;E (held for sale)</div><div id="a39847" style="position:absolute;font-weight:normal;left:4.693px;top:307.2px;"><div style="display:inline-block;width:10.56px"> </div>March 31, 2018</div><div id="a39850" style="position:absolute;font-weight:bold;left:232.728px;top:307.2px;">$</div><div id="a39852" style="position:absolute;font-weight:normal;left:288.728px;top:307.2px;">250 </div><div id="a39855" style="position:absolute;font-weight:normal;left:384.115px;top:307.2px;">- </div><div id="a39858" style="position:absolute;font-weight:normal;left:463.155px;top:307.2px;">- </div><div id="a39861" style="position:absolute;font-weight:normal;left:525.875px;top:307.2px;">250 </div><div id="a39864" style="position:absolute;font-weight:normal;left:611.835px;top:307.2px;">44 </div><div id="a39866" style="position:absolute;font-weight:normal;left:4.693px;top:323.3px;"><div style="display:inline-block;width:10.56px"> </div>September 30, 2018</div><div id="a39870" style="position:absolute;font-weight:normal;left:288.728px;top:323.3px;">201 </div><div id="a39873" style="position:absolute;font-weight:normal;left:367.795px;top:323.3px;">201 </div><div id="a39876" style="position:absolute;font-weight:normal;left:463.155px;top:323.3px;">- </div><div id="a39879" style="position:absolute;font-weight:normal;left:542.235px;top:323.3px;">- </div><div id="a39882" style="position:absolute;font-weight:normal;left:611.835px;top:323.3px;">43 </div></div></div></div> 194000000 194000000 0 0 351000000 166000000 166000000 0 0 28000000 171000000 171000000 0 0 60000000 30000000 0 30000000 0 95000000 250000000 0 0 250000000 44000000 201000000 201000000 0 0 43000000 <div id="TextBlockContainer865" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:632px;height:227px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a40042" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">The following table summarizes the net fair<div style="display:inline-block;width:2.16px"> </div>value of financial instruments (i.e., adjusted<div style="display:inline-block;width:2.01px"> </div>where the right of </div><div id="a40045" style="position:absolute;font-weight:normal;left:4.693px;top:16.2px;">setoff exists for commodity derivatives):</div><div id="a40057" style="position:absolute;font-weight:normal;left:413.075px;top:47px;">Millions of Dollars</div><div id="a40060" style="position:absolute;font-weight:normal;left:337.208px;top:63.7px;">Carrying Amount</div><div id="a40063" style="position:absolute;font-weight:normal;left:522.995px;top:63.7px;">Fair Value</div><div id="a40066" style="position:absolute;font-weight:bold;left:352.755px;top:80.5px;">2019</div><div id="a40069" style="position:absolute;font-weight:normal;left:441.875px;top:80.5px;">2018</div><div id="a40072" style="position:absolute;font-weight:bold;left:512.755px;top:80.5px;">2019</div><div id="a40075" style="position:absolute;font-weight:normal;left:601.915px;top:80.5px;">2018</div><div id="a40077" style="position:absolute;font-weight:bold;left:4.693px;top:97.3px;">Financial assets</div><div id="a40088" style="position:absolute;font-weight:normal;left:4.693px;top:113.4px;">Investment in Cenovus Energy</div><div id="a40090" style="position:absolute;font-weight:bold;left:308.728px;top:113.4px;">$</div><div id="a40092" style="position:absolute;font-weight:bold;left:345.208px;top:113.4px;">2,111 </div><div id="a40095" style="position:absolute;font-weight:normal;left:434.355px;top:113.4px;">1,462 </div><div id="a40098" style="position:absolute;font-weight:bold;left:505.235px;top:113.4px;">2,111 </div><div id="a40101" style="position:absolute;font-weight:normal;left:594.395px;top:113.4px;">1,462 </div><div id="a40103" style="position:absolute;font-weight:normal;left:4.693px;top:129.4px;">Commodity derivatives</div><div id="a40106" style="position:absolute;font-weight:bold;left:355.795px;top:129.4px;">125 </div><div id="a40109" style="position:absolute;font-weight:normal;left:444.915px;top:129.4px;">170 </div><div id="a40112" style="position:absolute;font-weight:bold;left:515.795px;top:129.4px;">125 </div><div id="a40115" style="position:absolute;font-weight:normal;left:604.955px;top:129.4px;">170 </div><div id="a40117" style="position:absolute;font-weight:normal;left:4.693px;top:145.6px;">Investments in debt securities</div><div id="a40120" style="position:absolute;font-weight:bold;left:355.795px;top:145.6px;">241 </div><div id="a40123" style="position:absolute;font-weight:normal;left:461.235px;top:145.6px;">- </div><div id="a40126" style="position:absolute;font-weight:bold;left:515.795px;top:145.6px;">241 </div><div id="a40129" style="position:absolute;font-weight:normal;left:621.275px;top:145.6px;">- </div><div id="a40131" style="position:absolute;font-weight:normal;left:4.693px;top:161.6px;">Total loans and advances—related parties</div><div id="a40136" style="position:absolute;font-weight:bold;left:355.795px;top:161.6px;">339 </div><div id="a40139" style="position:absolute;font-weight:normal;left:444.915px;top:161.6px;">468 </div><div id="a40142" style="position:absolute;font-weight:bold;left:515.795px;top:161.6px;">339 </div><div id="a40145" style="position:absolute;font-weight:normal;left:604.955px;top:161.6px;">468 </div><div id="a40147" style="position:absolute;font-weight:bold;left:4.693px;top:177.8px;">Financial liabilities</div><div id="a40158" style="position:absolute;font-weight:normal;left:4.693px;top:194px;">Total debt, excluding finance leases</div><div id="a40161" style="position:absolute;font-weight:bold;left:338.168px;top:194px;">14,175 </div><div id="a40164" style="position:absolute;font-weight:normal;left:427.315px;top:194px;">14,191 </div><div id="a40167" style="position:absolute;font-weight:bold;left:498.195px;top:194px;">18,108 </div><div id="a40170" style="position:absolute;font-weight:normal;left:587.355px;top:194px;">16,147 </div><div id="a40172" style="position:absolute;font-weight:normal;left:4.693px;top:210px;">Commodity derivatives</div><div id="a40175" style="position:absolute;font-weight:bold;left:355.795px;top:210px;">106 </div><div id="a40178" style="position:absolute;font-weight:normal;left:444.915px;top:210px;">110 </div><div id="a40181" style="position:absolute;font-weight:bold;left:515.795px;top:210px;">106 </div><div id="a40184" style="position:absolute;font-weight:normal;left:604.955px;top:210px;">110 </div></div> 2111000000 1462000000 2111000000 1462000000 125000000 170000000 125000000 170000000 241000000 0 241000000 0 339000000 468000000 339000000 468000000 14175000000 14191000000 18108000000 16147000000 106000000 110000000 106000000 110000000 4000000 12000000 0 10000000 <div id="TextBlockContainer872" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:632px;height:262px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="div_870_XBRL_CS_ac5d317fae7b4f3698f57f149f84b678" style="position:absolute;left:0px;top:0px;float:left;"><div id="TextBlockContainer871" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:632px;height:262px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a40213" style="position:absolute;font-weight:bold;left:4.693px;top:0px;">Note 16—Equity </div><div id="a40229" style="position:absolute;font-weight:bold;left:4.693px;top:32.8px;">Common Stock</div><div id="a40236" style="position:absolute;font-weight:normal;left:4.693px;top:49px;">The changes in our shares of common stock, as categorized<div style="display:inline-block;width:1.81px"> </div>in the equity section of the balance sheet,<div style="display:inline-block;width:2.16px"> </div>were:</div><div id="a40245" style="position:absolute;font-weight:normal;left:452.115px;top:78.9px;">Shares</div><div id="a40248" style="position:absolute;font-weight:bold;left:379.795px;top:95.7px;">2019</div><div id="a40251" style="position:absolute;font-weight:normal;left:490.835px;top:95.7px;">2018</div><div id="a40254" style="position:absolute;font-weight:normal;left:601.755px;top:95.7px;">2017</div><div id="a40256" style="position:absolute;font-weight:bold;left:4.693px;top:112.5px;">Issued</div><div id="a40263" style="position:absolute;font-weight:normal;left:4.693px;top:128.7px;">Beginning of year</div><div id="a40265" style="position:absolute;font-weight:bold;left:323.288px;top:128.7px;">1,791,637,434 </div><div id="a40268" style="position:absolute;font-weight:normal;left:434.355px;top:128.7px;">1,785,419,175 </div><div id="a40271" style="position:absolute;font-weight:normal;left:545.275px;top:128.7px;">1,782,079,107 </div><div id="a40273" style="position:absolute;font-weight:normal;left:4.693px;top:144.7px;">Distributed under benefit plans</div><div id="a40275" style="position:absolute;font-weight:bold;left:347.768px;top:144.7px;">4,014,769 </div><div id="a40278" style="position:absolute;font-weight:normal;left:458.835px;top:144.7px;">6,218,259 </div><div id="a40281" style="position:absolute;font-weight:normal;left:569.755px;top:144.7px;">3,340,068 </div><div id="a40283" style="position:absolute;font-weight:normal;left:4.693px;top:161.5px;">End of year</div><div id="a40285" style="position:absolute;font-weight:bold;left:323.288px;top:161.5px;">1,795,652,203 </div><div id="a40288" style="position:absolute;font-weight:normal;left:434.355px;top:161.5px;">1,791,637,434 </div><div id="a40291" style="position:absolute;font-weight:normal;left:545.275px;top:161.5px;">1,785,419,175 </div><div id="a40299" style="position:absolute;font-weight:bold;left:4.693px;top:195.9px;">Held in Treasury</div><div id="a40306" style="position:absolute;font-weight:normal;left:4.693px;top:212px;">Beginning of year</div><div id="a40308" style="position:absolute;font-weight:bold;left:333.688px;top:212px;">653,288,213 </div><div id="a40311" style="position:absolute;font-weight:normal;left:444.755px;top:212px;">608,312,034 </div><div id="a40314" style="position:absolute;font-weight:normal;left:555.675px;top:212px;">544,809,771 </div><div id="a40316" style="position:absolute;font-weight:normal;left:4.693px;top:228px;">Repurchase of common stock</div><div id="a40318" style="position:absolute;font-weight:bold;left:340.728px;top:228px;">57,495,601 </div><div id="a40321" style="position:absolute;font-weight:normal;left:451.795px;top:228px;">44,976,179 </div><div id="a40324" style="position:absolute;font-weight:normal;left:562.715px;top:228px;">63,502,263 </div><div id="a40326" style="position:absolute;font-weight:normal;left:4.693px;top:244.9px;">End of year</div><div id="a40328" style="position:absolute;font-weight:bold;left:333.688px;top:244.9px;">710,783,814 </div><div id="a40331" style="position:absolute;font-weight:normal;left:444.755px;top:244.9px;">653,288,213 </div><div id="a40334" style="position:absolute;font-weight:normal;left:555.675px;top:244.9px;">608,312,034 </div></div></div></div><div id="TextBlockContainer874" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:639px;height:242px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a40338" style="position:absolute;font-weight:bold;left:4.693px;top:0px;">Preferred Stock</div><div id="a40339" style="position:absolute;font-weight:normal;left:99.888px;top:0px;"> </div><div id="a40340" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">We have authorized </div><div id="a40340_19_3" style="position:absolute;font-weight:normal;left:120.213px;top:16px;">500 </div><div id="a40340_22_47" style="position:absolute;font-weight:normal;left:141.328px;top:16px;"><div style="display:inline-block;width:3.52px"> </div>million shares of preferred stock, par value<div style="display:inline-block;width:2.15px"> </div>$</div><div id="a40340_69_4" style="position:absolute;font-weight:normal;left:395.955px;top:16px;">0.01 </div><div id="a40340_73_12" style="position:absolute;font-weight:normal;left:420.595px;top:16px;"><div style="display:inline-block;width:3.36px"> </div>per share, </div><div id="a40340_85_4" style="position:absolute;font-weight:normal;left:481.875px;top:16px;">none </div><div id="a40340_89_21" style="position:absolute;font-weight:normal;left:509.075px;top:16px;"><div style="display:inline-block;width:3.52px"> </div>of which was issued </div><div id="a40344" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;">or outstanding at December 31, 2019 or 2018. </div><div id="a40351" style="position:absolute;font-weight:normal;left:4.693px;top:48.3px;"> </div><div id="a40352" style="position:absolute;font-weight:bold;left:4.693px;top:64.3px;">Noncontrolling Interests </div><div id="a40353" style="position:absolute;font-weight:normal;left:153.968px;top:64.3px;"> </div><div id="a40354" style="position:absolute;font-weight:normal;left:4.693px;top:80.5px;">At December 31, 2019 and 2018, we had $</div><div id="a40354_39_2" style="position:absolute;font-weight:normal;left:245.208px;top:80.5px;">69 </div><div id="a40354_41_14" style="position:absolute;font-weight:normal;left:259.128px;top:80.5px;"><div style="display:inline-block;width:3.52px"> </div>million and $</div><div id="a40354_55_3" style="position:absolute;font-weight:normal;left:337.208px;top:80.5px;">125 </div><div id="a40354_58_49" style="position:absolute;font-weight:normal;left:358.355px;top:80.5px;"><div style="display:inline-block;width:3.52px"> </div>million outstanding, respectively, of equity in </div><div id="a40362" style="position:absolute;font-weight:normal;left:4.693px;top:96.5px;">less-than-wholly owned consolidated subsidiaries<div style="display:inline-block;width:2px"> </div>held by noncontrolling interest owners.<div style="display:inline-block;width:5.85px"> </div>For both periods, </div><div id="a40368" style="position:absolute;font-weight:normal;left:4.693px;top:112.6px;">the amounts were related to the Darwin LNG<div style="display:inline-block;width:2.11px"> </div>and Bayu-Darwin Pipeline operating joint<div style="display:inline-block;width:2.1px"> </div>ventures we control. </div><div id="a40373" style="position:absolute;font-weight:bold;left:4.693px;top:128.8px;"> </div><div id="a40374" style="position:absolute;font-weight:bold;left:4.693px;top:144.8px;">Repurchase of Common Stock </div><div id="a40376" style="position:absolute;font-weight:normal;left:4.693px;top:161px;">As of December 31, 2019, we had announced a total<div style="display:inline-block;width:2.08px"> </div>authorization to repurchase $</div><div id="a40376_79_2" style="position:absolute;font-weight:normal;left:464.915px;top:161px;">15 </div><div id="a40376_81_23" style="position:absolute;font-weight:normal;left:478.995px;top:161px;"><div style="display:inline-block;width:3.52px"> </div>billion of our common </div><div id="a40413" style="position:absolute;font-weight:normal;left:4.693px;top:177.1px;">stock.<div style="display:inline-block;width:6.91px"> </div>Repurchase of shares began in November 2016,<div style="display:inline-block;width:2.13px"> </div>and totaled </div><div id="a40413_65_11" style="position:absolute;font-weight:normal;left:381.555px;top:177.1px;">168,553,141 </div><div id="a40413_76_22" style="position:absolute;font-weight:normal;left:451.635px;top:177.1px;"><div style="display:inline-block;width:3.52px"> </div>shares at a cost of $</div><div id="a40413_98_6" style="position:absolute;font-weight:normal;left:565.275px;top:177.1px;">9,625 </div><div id="a40421" style="position:absolute;font-weight:normal;left:4.693px;top:193.1px;">million, through December 31, 2019.<div style="display:inline-block;width:6.03px"> </div>In February 2020, we announced that the<div style="display:inline-block;width:2.04px"> </div>Board of Directors approved </div><div id="a40426" style="position:absolute;font-weight:normal;left:4.693px;top:209.3px;">an increase to our repurchase authorization<div style="display:inline-block;width:2.17px"> </div>from $15 billion to $</div><div id="a40426_65_2" style="position:absolute;font-weight:normal;left:365.648px;top:209.3px;">25 </div><div id="a40426_67_47" style="position:absolute;font-weight:normal;left:379.569px;top:209.3px;"><div style="display:inline-block;width:3.52px"> </div>billion, to support our plan for future share </div><div id="a40432" style="position:absolute;font-weight:normal;left:4.693px;top:225.3px;">repurchases.</div></div> <div id="TextBlockContainer871" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:632px;height:262px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a40213" style="position:absolute;font-weight:bold;left:4.693px;top:0px;">Note 16—Equity </div><div id="a40229" style="position:absolute;font-weight:bold;left:4.693px;top:32.8px;">Common Stock</div><div id="a40236" style="position:absolute;font-weight:normal;left:4.693px;top:49px;">The changes in our shares of common stock, as categorized<div style="display:inline-block;width:1.81px"> </div>in the equity section of the balance sheet,<div style="display:inline-block;width:2.16px"> </div>were:</div><div id="a40245" style="position:absolute;font-weight:normal;left:452.115px;top:78.9px;">Shares</div><div id="a40248" style="position:absolute;font-weight:bold;left:379.795px;top:95.7px;">2019</div><div id="a40251" style="position:absolute;font-weight:normal;left:490.835px;top:95.7px;">2018</div><div id="a40254" style="position:absolute;font-weight:normal;left:601.755px;top:95.7px;">2017</div><div id="a40256" style="position:absolute;font-weight:bold;left:4.693px;top:112.5px;">Issued</div><div id="a40263" style="position:absolute;font-weight:normal;left:4.693px;top:128.7px;">Beginning of year</div><div id="a40265" style="position:absolute;font-weight:bold;left:323.288px;top:128.7px;">1,791,637,434 </div><div id="a40268" style="position:absolute;font-weight:normal;left:434.355px;top:128.7px;">1,785,419,175 </div><div id="a40271" style="position:absolute;font-weight:normal;left:545.275px;top:128.7px;">1,782,079,107 </div><div id="a40273" style="position:absolute;font-weight:normal;left:4.693px;top:144.7px;">Distributed under benefit plans</div><div id="a40275" style="position:absolute;font-weight:bold;left:347.768px;top:144.7px;">4,014,769 </div><div id="a40278" style="position:absolute;font-weight:normal;left:458.835px;top:144.7px;">6,218,259 </div><div id="a40281" style="position:absolute;font-weight:normal;left:569.755px;top:144.7px;">3,340,068 </div><div id="a40283" style="position:absolute;font-weight:normal;left:4.693px;top:161.5px;">End of year</div><div id="a40285" style="position:absolute;font-weight:bold;left:323.288px;top:161.5px;">1,795,652,203 </div><div id="a40288" style="position:absolute;font-weight:normal;left:434.355px;top:161.5px;">1,791,637,434 </div><div id="a40291" style="position:absolute;font-weight:normal;left:545.275px;top:161.5px;">1,785,419,175 </div><div id="a40299" style="position:absolute;font-weight:bold;left:4.693px;top:195.9px;">Held in Treasury</div><div id="a40306" style="position:absolute;font-weight:normal;left:4.693px;top:212px;">Beginning of year</div><div id="a40308" style="position:absolute;font-weight:bold;left:333.688px;top:212px;">653,288,213 </div><div id="a40311" style="position:absolute;font-weight:normal;left:444.755px;top:212px;">608,312,034 </div><div id="a40314" style="position:absolute;font-weight:normal;left:555.675px;top:212px;">544,809,771 </div><div id="a40316" style="position:absolute;font-weight:normal;left:4.693px;top:228px;">Repurchase of common stock</div><div id="a40318" style="position:absolute;font-weight:bold;left:340.728px;top:228px;">57,495,601 </div><div id="a40321" style="position:absolute;font-weight:normal;left:451.795px;top:228px;">44,976,179 </div><div id="a40324" style="position:absolute;font-weight:normal;left:562.715px;top:228px;">63,502,263 </div><div id="a40326" style="position:absolute;font-weight:normal;left:4.693px;top:244.9px;">End of year</div><div id="a40328" style="position:absolute;font-weight:bold;left:333.688px;top:244.9px;">710,783,814 </div><div id="a40331" style="position:absolute;font-weight:normal;left:444.755px;top:244.9px;">653,288,213 </div><div id="a40334" style="position:absolute;font-weight:normal;left:555.675px;top:244.9px;">608,312,034 </div></div> 1791637434 1785419175 1782079107 4014769 6218259 3340068 1795652203 1791637434 1785419175 653288213 608312034 544809771 57495601 44976179 63502263 710783814 653288213 608312034 500000000 0.01 0 0 69000000 125000000 15000000000 168553141 9625000000 25000000000 <div id="TextBlockContainer876" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:637px;height:194px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a40436" style="position:absolute;font-weight:bold;left:4.693px;top:0px;">Note 17—Non-Mineral Leases</div><div id="a40441" style="position:absolute;font-weight:normal;left:185.208px;top:0px;"> </div><div id="a40442" style="position:absolute;font-weight:normal;left:4.693px;top:16.2px;"> </div><div id="a40443" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;">The company primarily leases office buildings and drilling<div style="display:inline-block;width:2.03px"> </div>equipment, as well as ocean transport vessels, </div><div id="a40444" style="position:absolute;font-weight:normal;left:4.693px;top:48.3px;">tugboats, corporate aircraft, and other facilities<div style="display:inline-block;width:2.04px"> </div>and equipment.<div style="display:inline-block;width:6.64px"> </div>Certain leases include escalation clauses for </div><div id="a40445" style="position:absolute;font-weight:normal;left:4.693px;top:64.5px;">adjusting rental payments to reflect changes in price<div style="display:inline-block;width:2.06px"> </div>indices and other leases include payment provisions<div style="display:inline-block;width:1.92px"> </div>that </div><div id="a40447" style="position:absolute;font-weight:normal;left:4.693px;top:80.5px;">vary based on the nature of usage of the leased<div style="display:inline-block;width:2.17px"> </div>asset.<div style="display:inline-block;width:6.71px"> </div>Additionally, the company has executed certain leases </div><div id="a40448" style="position:absolute;font-weight:normal;left:4.693px;top:96.6px;">that provide it with the option to extend or renew<div style="display:inline-block;width:2.11px"> </div>the term of the lease, terminate the lease<div style="display:inline-block;width:2.12px"> </div>prior to the end of </div><div id="a40450" style="position:absolute;font-weight:normal;left:4.693px;top:112.8px;">the lease term, or purchase the leased asset as<div style="display:inline-block;width:2.17px"> </div>of the end of the lease term.<div style="display:inline-block;width:6.27px"> </div>In other cases, the company has </div><div id="a40451" style="position:absolute;font-weight:normal;left:4.693px;top:128.8px;">executed lease agreements that require it to<div style="display:inline-block;width:2.13px"> </div>guarantee the residual value of certain leased office buildings.<div style="display:inline-block;width:5.48px"> </div>For </div><div id="a40453" style="position:absolute;font-weight:normal;left:4.693px;top:145px;">additional information about guarantees, see<div style="display:inline-block;width:2.16px"> </div>Note 12—Guarantees.<div style="display:inline-block;width:6.27px"> </div>There are no significant restrictions </div><div id="a40457" style="position:absolute;font-weight:normal;left:4.693px;top:161px;">imposed on us by the lease agreements with regard<div style="display:inline-block;width:1.97px"> </div>to dividends, asset dispositions or borrowing<div style="display:inline-block;width:2.05px"> </div>ability. </div><div id="a40459" style="position:absolute;font-weight:normal;left:4.693px;top:177.2px;"> </div></div><div id="TextBlockContainer878" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:640px;height:870px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a40463" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">Certain arrangements may contain both lease and<div style="display:inline-block;width:2.13px"> </div>non-lease components and we determine<div style="display:inline-block;width:2.09px"> </div>if an arrangement is </div><div id="a40467" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">or contains a lease at contract inception.<div style="display:inline-block;width:5.78px"> </div>Only the lease components of these contractual<div style="display:inline-block;width:1.98px"> </div>arrangements are </div><div id="a40468" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;">subject to the provisions of ASC Topic 842, and any non-lease components are subject<div style="display:inline-block;width:1.86px"> </div>to other applicable </div><div id="a40472" style="position:absolute;font-weight:normal;left:4.693px;top:48.2px;">accounting guidance; however, </div><div id="a40472_30_80" style="position:absolute;font-weight:normal;left:182.774px;top:48.2px;">we have elected to adopt the optional practical expedient not to separate lease </div><div id="a40473" style="position:absolute;font-weight:normal;left:4.693px;top:64.3px;">components apart from non-lease components for accounting purposes. </div><div id="a40473_67_40" style="position:absolute;font-weight:normal;left:404.528px;top:64.3px;"><div style="display:inline-block;width:6.88px"> </div>This policy election has been adopted </div><div id="a40476" style="position:absolute;font-weight:normal;left:4.693px;top:80.5px;">for each of the company’s leased asset classes existing as of the effective date and<div style="display:inline-block;width:2.13px"> </div>subject to the transition </div><div id="a40478" style="position:absolute;font-weight:normal;left:4.693px;top:96.5px;">provisions of ASC Topic 842 and will be applied to all new or modified leases<div style="display:inline-block;width:2.16px"> </div>executed on or after January 1, </div><div id="a40479" style="position:absolute;font-weight:normal;left:4.693px;top:112.7px;">2019.<div style="display:inline-block;width:6.88px"> </div>For contractual arrangements executed in subsequent<div style="display:inline-block;width:1.74px"> </div>periods involving a new leased asset class, the </div><div id="a40482" style="position:absolute;font-weight:normal;left:4.693px;top:128.8px;">company will determine at contract inception<div style="display:inline-block;width:2.14px"> </div>whether it will apply the optional practical<div style="display:inline-block;width:2.16px"> </div>expedient to the new </div><div id="a40483" style="position:absolute;font-weight:normal;left:4.693px;top:144.8px;">leased asset class.<div style="display:inline-block;width:9.92px"> </div></div><div id="a40485" style="position:absolute;font-weight:normal;left:4.693px;top:161px;"> </div><div id="a40486" style="position:absolute;font-weight:normal;left:4.693px;top:177px;">Leases are evaluated for classification as operating<div style="display:inline-block;width:2px"> </div>or finance leases at the commencement date of the<div style="display:inline-block;width:2.14px"> </div>lease </div><div id="a40488" style="position:absolute;font-weight:normal;left:4.693px;top:193.1px;">and right-of-use assets and corresponding liabilities<div style="display:inline-block;width:1.79px"> </div>are recognized on our consolidated balance sheet<div style="display:inline-block;width:2.08px"> </div>based on </div><div id="a40493" style="position:absolute;font-weight:normal;left:4.693px;top:209.3px;">the present value of future lease payments relating<div style="display:inline-block;width:2px"> </div>to the use of the underlying asset during the<div style="display:inline-block;width:2.14px"> </div>lease term.<div style="display:inline-block;width:6.7px"> </div></div><div id="a40495" style="position:absolute;font-weight:normal;left:4.693px;top:225.3px;">Future lease payments include variable lease payments<div style="display:inline-block;width:1.85px"> </div>that depend upon an index or rate using<div style="display:inline-block;width:2.16px"> </div>the index or </div><div id="a40496" style="position:absolute;font-weight:normal;left:4.693px;top:241.5px;">rate at the commencement date and probable<div style="display:inline-block;width:2.16px"> </div>amounts owed under residual value guarantees.<div style="display:inline-block;width:5.51px"> </div>The amount of </div><div id="a40497" style="position:absolute;font-weight:normal;left:4.693px;top:257.5px;">future lease payments may be increased to include<div style="display:inline-block;width:1.99px"> </div>additional payments related to lease extension, termination, </div><div id="a40500" style="position:absolute;font-weight:normal;left:4.693px;top:273.7px;">and/or purchase options when the company has<div style="display:inline-block;width:2.13px"> </div>determined, at or subsequent to lease commencement, </div><div id="a40501" style="position:absolute;font-weight:normal;left:4.693px;top:289.8px;">generally due to limited asset availability<div style="display:inline-block;width:2.06px"> </div>or operating commitments, it is reasonably<div style="display:inline-block;width:2.17px"> </div>certain of exercising such </div><div id="a40503" style="position:absolute;font-weight:normal;left:4.693px;top:305.8px;">options.<div style="display:inline-block;width:6.86px"> </div>We use our incremental borrowing rate as the discount rate in determining the<div style="display:inline-block;width:2.15px"> </div>present value of future </div><div id="a40504" style="position:absolute;font-weight:normal;left:4.693px;top:322px;">lease payments, unless the interest rate<div style="display:inline-block;width:2.16px"> </div>implicit in the lease arrangement is readily determinable.<div style="display:inline-block;width:5.33px"> </div>Lease </div><div id="a40506" style="position:absolute;font-weight:normal;left:4.693px;top:338.1px;">payments that vary subsequent to the commencement<div style="display:inline-block;width:1.97px"> </div>date based on future usage levels, the nature<div style="display:inline-block;width:2.07px"> </div>of leased </div><div id="a40507" style="position:absolute;font-weight:normal;left:4.693px;top:354.1px;">asset activities, or certain other contingencies are<div style="display:inline-block;width:2px"> </div>not included in the measurement of lease<div style="display:inline-block;width:2.12px"> </div>right-of-use assets </div><div id="a40512" style="position:absolute;font-weight:normal;left:4.693px;top:370.3px;">and corresponding liabilities.<div style="display:inline-block;width:6.08px"> </div>We have elected not to record assets and liabilities on our consolidated balance </div><div id="a40514" style="position:absolute;font-weight:normal;left:4.693px;top:386.3px;">sheet for lease arrangements with terms of 12 months<div style="display:inline-block;width:1.97px"> </div>or less.<div style="display:inline-block;width:10.41px"> </div></div><div id="a40516" style="position:absolute;font-weight:normal;left:4.693px;top:402.5px;"> </div><div id="a40517" style="position:absolute;font-weight:normal;left:4.693px;top:418.6px;">We often enter into leasing arrangements acting in the capacity as operator for and/or<div style="display:inline-block;width:1.78px"> </div>on behalf of certain oil </div><div id="a40518" style="position:absolute;font-weight:normal;left:4.693px;top:434.6px;">and gas joint ventures of undivided interests.<div style="display:inline-block;width:2.02px"> </div>If the lease arrangement can be legally enforced only<div style="display:inline-block;width:2.14px"> </div>against us </div><div id="a40520" style="position:absolute;font-weight:normal;left:4.693px;top:450.8px;">as operator and there is no separate arrangement to<div style="display:inline-block;width:2.16px"> </div>sublease the underlying leased asset<div style="display:inline-block;width:2.11px"> </div>to our coventurers, we </div><div id="a40521" style="position:absolute;font-weight:normal;left:4.693px;top:466.8px;">recognize at lease commencement a right-of-use<div style="display:inline-block;width:2.12px"> </div>asset and corresponding lease liability on our<div style="display:inline-block;width:2.17px"> </div>consolidated </div><div id="a40528" style="position:absolute;font-weight:normal;left:4.693px;top:483px;">balance sheet on a gross basis.<div style="display:inline-block;width:6.02px"> </div>While we record lease costs on a gross basis in<div style="display:inline-block;width:2.16px"> </div>our consolidated income </div><div id="a40529" style="position:absolute;font-weight:normal;left:4.693px;top:499.1px;">statement and statement of cash flows, such costs<div style="display:inline-block;width:2.08px"> </div>are offset by the reimbursement we receive from our </div><div id="a40531" style="position:absolute;font-weight:normal;left:4.693px;top:515.1px;">coventurers for their share of the lease cost as the underlying<div style="display:inline-block;width:1.68px"> </div>leased asset is utilized in joint venture activities.<div style="display:inline-block;width:1.94px"> </div></div><div id="a40532" style="position:absolute;font-weight:normal;left:4.693px;top:531.3px;">As a result, lease cost is presented in our consolidated<div style="display:inline-block;width:2.02px"> </div>income statement and statement of cash flows<div style="display:inline-block;width:1.96px"> </div>on a </div><div id="a40533" style="position:absolute;font-weight:normal;left:4.693px;top:547.5px;">proportional basis.<div style="display:inline-block;width:6.56px"> </div>If we are a nonoperating coventurer, we recognize a right-of-use<div style="display:inline-block;width:2.01px"> </div>asset and corresponding </div><div id="a40539" style="position:absolute;font-weight:normal;left:4.693px;top:563.5px;">lease liability only if we were a specified contractual<div style="display:inline-block;width:1.92px"> </div>party to the lease arrangement and the arrangement<div style="display:inline-block;width:1.97px"> </div>could </div><div id="a40540" style="position:absolute;font-weight:normal;left:4.693px;top:579.6px;">be legally enforced against us.<div style="display:inline-block;width:6.11px"> </div>In this circumstance, we would recognize both<div style="display:inline-block;width:2.16px"> </div>the right-of-use asset and </div><div id="a40546" style="position:absolute;font-weight:normal;left:4.693px;top:595.6px;">corresponding lease liability on our consolidated<div style="display:inline-block;width:2.06px"> </div>balance sheet on a proportional basis<div style="display:inline-block;width:2.15px"> </div>consistent with our </div><div id="a40547" style="position:absolute;font-weight:normal;left:4.693px;top:611.8px;">undivided interest ownership in the related joint<div style="display:inline-block;width:2.04px"> </div>venture.<div style="display:inline-block;width:10.29px"> </div></div><div id="a40549" style="position:absolute;font-weight:normal;left:4.693px;top:627.9px;"> </div><div id="a40550" style="position:absolute;font-weight:normal;left:4.693px;top:643.9px;">The company has historically recorded certain<div style="display:inline-block;width:2.11px"> </div>finance leases executed by investee companies<div style="display:inline-block;width:2.02px"> </div>accounted for </div><div id="a40552" style="position:absolute;font-weight:normal;left:4.693px;top:660.1px;">under the proportionate consolidation method of<div style="display:inline-block;width:2.18px"> </div>accounting on its consolidated balance sheet<div style="display:inline-block;width:2.16px"> </div>on a proportional </div><div id="a40553" style="position:absolute;font-weight:normal;left:4.693px;top:676.3px;">basis consistent with its ownership interest<div style="display:inline-block;width:2.05px"> </div>in the investee company.<div style="display:inline-block;width:7.37px"> </div>In addition, the company has historically </div><div id="a40555" style="position:absolute;font-weight:normal;left:4.693px;top:692.3px;">recorded finance lease assets and liabilities<div style="display:inline-block;width:2.01px"> </div>associated with certain oil and gas joint ventures<div style="display:inline-block;width:2.05px"> </div>on a proportional </div><div id="a40556" style="position:absolute;font-weight:normal;left:4.693px;top:708.5px;">basis pursuant to accounting guidance applicable<div style="display:inline-block;width:2.11px"> </div>prior to January 1, 2019.<div style="display:inline-block;width:6.05px"> </div>As of December 31, 2018, $</div><div id="a40556_102_4" style="position:absolute;font-weight:normal;left:585.395px;top:708.5px;">420 </div><div id="a40558" style="position:absolute;font-weight:normal;left:4.693px;top:724.5px;">million of finance lease assets (net of accumulated<div style="display:inline-block;width:2.01px"> </div>DD&amp;A) and $</div><div id="a40558_63_3" style="position:absolute;font-weight:normal;left:371.094px;top:724.5px;">688 </div><div id="a40558_66_43" style="position:absolute;font-weight:normal;left:392.054px;top:724.5px;"><div style="display:inline-block;width:3.52px"> </div>million of finance lease liabilities were </div><div id="a40559" style="position:absolute;font-weight:normal;left:4.693px;top:740.6px;">recorded on our consolidated balance sheet<div style="display:inline-block;width:2.18px"> </div>associated with these leases.<div style="display:inline-block;width:6.24px"> </div>In accordance with the transition </div><div id="a40560" style="position:absolute;font-weight:normal;left:4.693px;top:756.8px;">provisions of ASC Topic 842, and since we have elected to adopt the package<div style="display:inline-block;width:2.12px"> </div>of optional transition-related </div><div id="a40564" style="position:absolute;font-weight:normal;left:4.693px;top:772.8px;">practical expedients, the historical accounting treatment<div style="display:inline-block;width:1.84px"> </div>for these leases has been carried forward<div style="display:inline-block;width:2.12px"> </div>and is subject </div><div id="a40565" style="position:absolute;font-weight:normal;left:4.693px;top:788.9px;">to reconsideration upon the modification or<div style="display:inline-block;width:2.18px"> </div>other required reassessment of the arrangements<div style="display:inline-block;width:1.92px"> </div>prior to lease term </div><div id="a40567" style="position:absolute;font-weight:normal;left:4.693px;top:804.9px;">expiration.<div style="display:inline-block;width:10.11px"> </div></div><div id="a40569" style="position:absolute;font-weight:normal;left:4.693px;top:821.1px;"> </div><div id="a40570" style="position:absolute;font-weight:normal;left:4.693px;top:837.3px;">In connection with our adoption of ASC Topic 842, we have recorded on our<div style="display:inline-block;width:2.16px"> </div>consolidated balance sheet $</div><div id="a40570_102_3" style="position:absolute;font-weight:normal;left:599.734px;top:837.3px;">57 </div><div id="a40571" style="position:absolute;font-weight:normal;left:4.693px;top:853.3px;">million of operating leases executed by investee<div style="display:inline-block;width:2.08px"> </div>companies accounted for under the proportionate </div></div><div id="TextBlockContainer880" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:598px;height:33px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a40576" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">consolidation method of accounting on a proportional<div style="display:inline-block;width:1.99px"> </div>basis consistent with our ownership interest<div style="display:inline-block;width:1.87px"> </div>in the </div><div id="a40577" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">investee company.</div></div><div id="TextBlockContainer882" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:626px;height:65px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a40582" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">The following tables summarize the finance leases<div style="display:inline-block;width:2.1px"> </div>amounts that were reflected on our consolidated<div style="display:inline-block;width:1.93px"> </div>balance </div><div id="a40584" style="position:absolute;font-weight:normal;left:4.693px;top:16.2px;">sheet as of December 31, 2018, the operating<div style="display:inline-block;width:2.11px"> </div>leases impact of adopting ASC Topic 842, and the right-of-use </div><div id="a40589" style="position:absolute;font-weight:normal;left:4.693px;top:32.3px;">asset and lease liability balances reflected for both<div style="display:inline-block;width:2.16px"> </div>operating and finance leases on our consolidated<div style="display:inline-block;width:2px"> </div>balance </div><div id="a40590" style="position:absolute;font-weight:normal;left:4.693px;top:48.3px;">sheet as of December 31, 2019:</div></div><div id="TextBlockContainer885" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:116px;height:17px;display:inline-block;"><div id="a40595" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">Millions of Dollars</div></div><div id="TextBlockContainer889" style="position:relative;font-family:Times New Roman;font-size:10.72px;color:#000000;line-height:normal;width:615px;height:13px;display:inline-block;"><div id="a40810_2_127" style="position:absolute;font-weight:normal;font-style:italic;left:3.573px;top:0px;">* Includes proportionately consolidated finance lease assets (net of<div style="display:inline-block;width:1.37px"> </div>accumulated depreciation, depletion and amortization) of $</div><div id="a40810_129_3" style="position:absolute;font-size:10.72px;font-weight:normal;font-style:italic;left:548.635px;top:0px;">335 </div><div id="a40810_132_9" style="position:absolute;font-weight:normal;font-style:italic;left:564.795px;top:0px;"><div style="display:inline-block;width:2.72px"> </div>million.</div><div id="a40810_141_3" style="position:absolute;font-weight:normal;font-style:italic;left:600.315px;top:0px;"><div style="display:inline-block;width:7.96px"> </div></div></div><div id="TextBlockContainer894" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:116px;height:17px;display:inline-block;"><div id="div_892_XBRL_TS_ddb2a5fb91e64605badcd89035165e7b" style="position:absolute;left:0px;top:0px;float:left;"><div id="TextBlockContainer893" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:116px;height:17px;display:inline-block;"><div id="a40826" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">Millions of Dollars</div></div></div></div><div id="TextBlockContainer897" style="position:relative;font-family:Times New Roman;font-size:10.72px;color:#000000;line-height:normal;width:630px;height:13px;display:inline-block;"><div id="a40895" style="position:absolute;font-weight:normal;font-style:italic;left:3.573px;top:0px;">Short-term debt and long-term debt include proportionately consolidated finance<div style="display:inline-block;width:1.21px"> </div>lease liabilities of $</div><div id="a40895_102_2" style="position:absolute;font-size:10.72px;font-weight:normal;font-style:italic;left:436.688px;top:0px;-sec-ix-hidden:ID_2936;">56 </div><div id="a40895_104_14" style="position:absolute;font-weight:normal;font-style:italic;left:447.475px;top:0px;"><div style="display:inline-block;width:2.72px"> </div>million and $</div><div id="a40895_118_3" style="position:absolute;font-size:10.72px;font-weight:normal;font-style:italic;left:506.995px;top:0px;-sec-ix-hidden:ID_2930;">579 </div><div id="a40895_121_26" style="position:absolute;font-weight:normal;font-style:italic;left:523.035px;top:0px;"><div style="display:inline-block;width:2.72px"> </div>million, respectively.<div style="display:inline-block;width:8.43px"> </div></div></div><div id="TextBlockContainer902" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:633px;height:185px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="div_900_XBRL_TS_cb7c992e4c5b4eadb754d23d7850fb38" style="position:absolute;left:0px;top:0px;float:left;"><div id="TextBlockContainer901" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:633px;height:185px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a40910" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">The following table summarizes our lease costs<div style="display:inline-block;width:2px"> </div>for 2019:</div><div id="a40915" style="position:absolute;font-weight:normal;left:509.555px;top:16px;">Millions of Dollars</div><div id="a40919" style="position:absolute;font-weight:normal;left:545.275px;top:37.8px;">2019</div><div id="a40921" style="position:absolute;font-weight:bold;left:4.693px;top:58.8px;">Lease Cost</div><div id="a40922" style="position:absolute;font-size:9.28px;font-weight:bold;left:69.808px;top:58.5px;">*</div><div id="a40927" style="position:absolute;font-weight:normal;left:4.693px;top:76.8px;">Operating lease cost</div><div id="a40930" style="position:absolute;font-weight:normal;left:487.795px;top:76.8px;">$</div><div id="a40932" style="position:absolute;font-weight:normal;left:609.915px;top:76.8px;">341 </div><div id="a40934" style="position:absolute;font-weight:normal;left:4.693px;top:94.8px;">Finance lease cost</div><div id="a40939" style="position:absolute;font-weight:normal;left:22.773px;top:112.8px;">Amortization of right-of-use assets</div><div id="a40947" style="position:absolute;font-weight:normal;left:616.795px;top:112.8px;">99 </div><div id="a40949" style="position:absolute;font-weight:normal;left:22.773px;top:130.8px;">Interest on lease liabilities</div><div id="a40953" style="position:absolute;font-weight:normal;left:616.795px;top:130.8px;">37 </div><div id="a40955" style="position:absolute;font-weight:normal;left:4.693px;top:149.3px;">Short-term lease cost</div><div id="a40958" style="position:absolute;font-size:9.28px;font-weight:normal;left:122.928px;top:149.1px;">**</div><div id="a40962" style="position:absolute;font-weight:normal;left:616.795px;top:149.3px;">77 </div><div id="a40964" style="position:absolute;font-weight:normal;left:4.693px;top:167.9px;">Total lease cost</div><div id="a40965" style="position:absolute;font-size:9.28px;font-weight:normal;left:91.888px;top:167.6px;">***</div><div id="a40968" style="position:absolute;font-weight:normal;left:487.795px;top:167.9px;">$</div><div id="a40970" style="position:absolute;font-weight:normal;left:609.915px;top:167.9px;">554 </div></div></div></div><div id="TextBlockContainer906" style="position:relative;font-family:Times New Roman;font-size:10.72px;color:#000000;line-height:normal;width:625px;height:50px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a40972" style="position:absolute;font-weight:normal;font-style:italic;left:3.573px;top:0px;"><div style="display:inline-block;width:10.72px"> </div></div><div id="div_904_XBRL_TS_0b0f9a17119b44da90c3aca46607cbb6" style="position:absolute;left:0px;top:0px;float:left;"><div id="TextBlockContainer905" style="position:relative;font-family:Times New Roman;font-size:10.72px;color:#000000;line-height:normal;width:625px;height:50px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a40972_4_138" style="position:absolute;font-weight:normal;font-style:italic;left:14.293px;top:0px;">*The amounts presented in the table above have not been adjusted to reflect amounts recovered or reimbursed from oil and gas coventurers. </div><div id="a40976" style="position:absolute;font-weight:normal;font-style:italic;left:3.573px;top:12.2px;"><div style="display:inline-block;width:5.44px"> </div>**Short-term leases are not recorded on our consolidated balance sheet.<div style="display:inline-block;width:4.78px"> </div>Our future short-term lease commitments amount to $</div><div id="a40976_126_2" style="position:absolute;font-size:10.72px;font-weight:normal;font-style:italic;left:556.315px;top:12.2px;">31 </div><div id="a40976_128_13" style="position:absolute;font-weight:normal;font-style:italic;left:567.035px;top:12.2px;"><div style="display:inline-block;width:2.72px"> </div>million, of </div><div id="a40986" style="position:absolute;font-weight:normal;font-style:italic;left:3.573px;top:24.5px;"><div style="display:inline-block;width:16px"> </div>which $</div><div id="a40986_13_2" style="position:absolute;font-size:10.72px;font-weight:normal;font-style:italic;left:53.168px;top:24.5px;">18 </div><div id="a40986_15_90" style="position:absolute;font-weight:normal;font-style:italic;left:63.888px;top:24.5px;"><div style="display:inline-block;width:2.72px"> </div>million is related to leases whose terms have not yet commenced<div style="display:inline-block;width:1.37px"> </div>as of December 31, 2019. </div><div id="a40997" style="position:absolute;font-weight:normal;font-style:italic;left:3.573px;top:36.8px;">***Variable lease cost and sublease income are immaterial for the period presented and therefore are not included in the table above.</div></div></div></div><div id="TextBlockContainer909" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:641px;height:448px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a41005" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">The following table summarizes the lease terms<div style="display:inline-block;width:2.04px"> </div>and discount rates:</div><div id="a41010" style="position:absolute;font-weight:normal;left:509.075px;top:18px;">December 31, 2019</div><div id="a41012" style="position:absolute;font-weight:bold;left:4.693px;top:36px;">Lease Term and Discount Rate</div><div id="a41017" style="position:absolute;font-weight:normal;left:4.693px;top:53.9px;">Weighted-average term (years)</div><div id="a41024" style="position:absolute;font-weight:normal;left:22.773px;top:72px;">Operating leases</div><div id="a41028" style="position:absolute;font-weight:normal;left:605.435px;top:72px;">5.19 </div><div id="a41030" style="position:absolute;font-weight:normal;left:22.773px;top:89.9px;">Finance leases</div><div id="a41034" style="position:absolute;font-weight:normal;left:605.435px;top:89.9px;">8.70 </div><div id="a41040" style="position:absolute;font-weight:normal;left:4.693px;top:125.9px;">Weighted-average discount rate (percent)</div><div id="a41047" style="position:absolute;font-weight:normal;left:22.773px;top:144.5px;">Operating leases</div><div id="a41051" style="position:absolute;font-weight:normal;left:605.435px;top:144.5px;">3.10 </div><div id="a41053" style="position:absolute;font-weight:normal;left:22.773px;top:162.4px;">Finance leases</div><div id="a41057" style="position:absolute;font-weight:normal;left:605.435px;top:162.4px;">5.53 </div><div id="a41067" style="position:absolute;font-weight:normal;left:4.693px;top:218.4px;">The following table summarizes other lease information<div style="display:inline-block;width:1.84px"> </div>for 2019:</div><div id="a41072" style="position:absolute;font-weight:normal;left:510.355px;top:236.5px;">Millions of Dollars</div><div id="a41077" style="position:absolute;font-weight:normal;left:550.075px;top:255.1px;">2019</div><div id="a41079" style="position:absolute;font-weight:bold;left:4.693px;top:273.5px;">Other Information</div><div id="a41080" style="position:absolute;font-size:9.28px;font-weight:bold;left:117.168px;top:273.2px;">*</div><div id="a41085" style="position:absolute;font-weight:normal;left:4.693px;top:291.6px;">Cash paid for amounts included in the measurement<div style="display:inline-block;width:2.01px"> </div>of lease liabilities</div><div id="a41090" style="position:absolute;font-weight:normal;left:22.773px;top:309.5px;">Operating cash flows from operating leases</div><div id="a41093" style="position:absolute;font-weight:normal;left:490.355px;top:309.5px;">$</div><div id="a41095" style="position:absolute;font-weight:normal;left:608.955px;top:309.5px;">203 </div><div id="a41097" style="position:absolute;font-weight:normal;left:22.773px;top:329.5px;">Operating cash flows from finance leases</div><div id="a41101" style="position:absolute;font-weight:normal;left:615.835px;top:329.5px;">27 </div><div id="a41103" style="position:absolute;font-weight:normal;left:22.773px;top:349.5px;">Financing cash flows from finance leases</div><div id="a41107" style="position:absolute;font-weight:normal;left:615.835px;top:349.5px;">81 </div><div id="a41113" style="position:absolute;font-weight:normal;left:4.693px;top:375.6px;">Right-of-use assets obtained in exchange for<div style="display:inline-block;width:2.17px"> </div>operating lease liabilities</div><div id="a41120" style="position:absolute;font-weight:normal;left:490.355px;top:375.6px;">$</div><div id="a41122" style="position:absolute;font-weight:normal;left:608.955px;top:375.6px;">499 </div><div id="a41124" style="position:absolute;font-weight:normal;left:4.693px;top:393.5px;">Right-of-use assets obtained in exchange for<div style="display:inline-block;width:2.17px"> </div>finance lease liabilities</div><div id="a41133" style="position:absolute;font-weight:normal;left:615.835px;top:393.5px;">26 </div><div id="a41135" style="position:absolute;font-size:10.72px;font-weight:normal;font-style:italic;left:4.693px;top:410.3px;">*The amounts presented in the table above have not been adjusted to reflect amounts recovered or reimbursed from oil and gas coventurers.<div style="display:inline-block;width:5.12px"> </div>In </div><div id="a41137" style="position:absolute;font-size:10.72px;font-weight:normal;font-style:italic;left:4.693px;top:422.7px;">addition,<div style="display:inline-block;width:5.26px"> </div>pursuant to other applicable accounting guidance, lease payments<div style="display:inline-block;width:1.06px"> </div>made in connection with preparing another asset for its intended use </div><div id="a41139" style="position:absolute;font-size:10.72px;font-weight:normal;font-style:italic;left:4.693px;top:435px;">are reported in the "Cash Flows From Investing Activities" section of our consolidated statement of cash flows.<div style="display:inline-block;width:3.87px"> </div></div></div><div id="TextBlockContainer915" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:639px;height:338px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="div_913_XBRL_TS_eb2b46040da248b0938265b34d92667f" style="position:absolute;left:0px;top:0px;float:left;"><div id="TextBlockContainer914" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:639px;height:338px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a41147" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">The following table summarizes future lease<div style="display:inline-block;width:2.19px"> </div>payments for operating and finance leases<div style="display:inline-block;width:2.03px"> </div>at December 31, 2019:</div><div id="a41156" style="position:absolute;font-weight:normal;left:478.035px;top:35.2px;">Millions of Dollars</div><div id="a41160" style="position:absolute;font-weight:normal;left:469.715px;top:58.9px;">Operating</div><div id="a41162" style="position:absolute;font-weight:normal;left:487.635px;top:74.9px;">Leases</div><div id="a41165" style="position:absolute;font-weight:normal;left:585.435px;top:58.9px;">Finance</div><div id="a41167" style="position:absolute;font-weight:normal;left:588.155px;top:74.9px;"><div style="display:inline-block;width:3.52px"> </div>Leases</div><div id="a41170" style="position:absolute;font-weight:bold;left:4.693px;top:93.3px;">Maturity of Lease Liabilities</div><div id="a41176" style="position:absolute;font-weight:normal;left:4.693px;top:111.7px;">2020</div><div id="a41178" style="position:absolute;font-weight:normal;left:421.715px;top:111.7px;">$</div><div id="a41180" style="position:absolute;font-weight:normal;left:500.755px;top:111.7px;">348 </div><div id="a41183" style="position:absolute;font-weight:normal;left:604.795px;top:111.7px;">120 </div><div id="a41185" style="position:absolute;font-weight:normal;left:4.693px;top:130.1px;">2021</div><div id="a41188" style="position:absolute;font-weight:normal;left:500.755px;top:130.1px;">247 </div><div id="a41191" style="position:absolute;font-weight:normal;left:604.795px;top:130.1px;">104 </div><div id="a41193" style="position:absolute;font-weight:normal;left:4.693px;top:148.5px;">2022</div><div id="a41196" style="position:absolute;font-weight:normal;left:500.755px;top:148.5px;">130 </div><div id="a41199" style="position:absolute;font-weight:normal;left:604.795px;top:148.5px;">102 </div><div id="a41201" style="position:absolute;font-weight:normal;left:4.693px;top:166.9px;">2023</div><div id="a41204" style="position:absolute;font-weight:normal;left:507.635px;top:166.9px;">82 </div><div id="a41207" style="position:absolute;font-weight:normal;left:611.675px;top:166.9px;">88 </div><div id="a41209" style="position:absolute;font-weight:normal;left:4.693px;top:185.3px;">2024</div><div id="a41212" style="position:absolute;font-weight:normal;left:507.635px;top:185.3px;">63 </div><div id="a41215" style="position:absolute;font-weight:normal;left:611.675px;top:185.3px;">84 </div><div id="a41217" style="position:absolute;font-weight:normal;left:4.693px;top:203.7px;">Remaining years</div><div id="a41220" style="position:absolute;font-weight:normal;left:500.755px;top:203.7px;">149 </div><div id="a41223" style="position:absolute;font-weight:normal;left:604.795px;top:203.7px;">382 </div><div id="a41225" style="position:absolute;font-weight:normal;left:4.693px;top:222.9px;">Total</div><div id="a41226" style="position:absolute;font-size:9.28px;font-weight:normal;left:34.293px;top:222.7px;">*</div><div id="a41229" style="position:absolute;font-weight:normal;left:490.195px;top:222.9px;">1,019 </div><div id="a41232" style="position:absolute;font-weight:normal;left:604.795px;top:222.9px;">880 </div><div id="a41234" style="position:absolute;font-weight:normal;left:4.693px;top:241.3px;">Less: portion representing imputed interest</div><div id="a41237" style="position:absolute;font-weight:normal;left:502.355px;top:241.3px;">(87) </div><div id="a41240" style="position:absolute;font-weight:normal;left:599.355px;top:241.3px;">(160) </div><div id="a41242" style="position:absolute;font-weight:normal;left:4.693px;top:259.7px;">Total lease liabilities</div><div id="a41244" style="position:absolute;font-weight:normal;left:421.715px;top:259.7px;">$</div><div id="a41246" style="position:absolute;font-weight:normal;left:500.755px;top:259.7px;">932 </div><div id="a41249" style="position:absolute;font-weight:normal;left:604.795px;top:259.7px;">720 </div><div id="a41251" style="position:absolute;font-size:10.72px;font-weight:normal;font-style:italic;left:4.693px;top:276.5px;">*Future lease payments for operating and finance leases commencing on<div style="display:inline-block;width:1.3px"> </div>or after January 1, 2019, also include payments related to non-lease </div><div id="a41255" style="position:absolute;font-size:10.72px;font-weight:normal;font-style:italic;left:4.693px;top:288.9px;">components in accordance with our election to adopt the optional practical<div style="display:inline-block;width:1.31px"> </div>expedient not to separate lease components apart from non-lease </div><div id="a41259" style="position:absolute;font-size:10.72px;font-weight:normal;font-style:italic;left:4.693px;top:301px;">components for accounting purposes.<div style="display:inline-block;width:4.62px"> </div>In addition, future payments related to operating and finance leases proportionately consolidated by the </div><div id="a41261" style="position:absolute;font-size:10.72px;font-weight:normal;font-style:italic;left:4.693px;top:313.3px;">company have been included in the table on a proportionate basis consistent<div style="display:inline-block;width:1.21px"> </div>with our respective ownership interest in the underlying investee </div><div id="a41263" style="position:absolute;font-size:10.72px;font-weight:normal;font-style:italic;left:4.693px;top:325.7px;">company or oil and gas venture. </div></div></div></div><div id="TextBlockContainer920" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:635px;height:258px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="div_918_XBRL_TS_3ac6272cf2484f67b642f71623ce4b76" style="position:absolute;left:0px;top:0px;float:left;"><div id="TextBlockContainer919" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:635px;height:258px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a41270" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">At December 31, 2018, future minimum payments<div style="display:inline-block;width:2.05px"> </div>due under finance (capital) leases pursuant<div style="display:inline-block;width:2.13px"> </div>to</div><div id="a41272" style="position:absolute;font-weight:normal;left:4.693px;top:18.4px;">ASC Topic 840 were:</div><div id="a41278" style="position:absolute;font-weight:normal;left:582.235px;top:39.1px;">Millions</div><div id="a41280" style="position:absolute;font-weight:normal;left:573.435px;top:55.2px;">of Dollars</div><div id="a41287" style="position:absolute;font-weight:normal;left:4.693px;top:92.7px;">2019</div><div id="a41291" style="position:absolute;font-weight:normal;left:525.715px;top:92.7px;">$</div><div id="a41293" style="position:absolute;font-weight:normal;left:604.795px;top:92.7px;">118 </div><div id="a41295" style="position:absolute;font-weight:normal;left:4.693px;top:111.1px;">2020</div><div id="a41300" style="position:absolute;font-weight:normal;left:604.795px;top:111.1px;">116 </div><div id="a41302" style="position:absolute;font-weight:normal;left:4.693px;top:129.5px;">2021</div><div id="a41307" style="position:absolute;font-weight:normal;left:604.795px;top:129.5px;">100 </div><div id="a41309" style="position:absolute;font-weight:normal;left:4.693px;top:147.9px;">2022</div><div id="a41314" style="position:absolute;font-weight:normal;left:611.675px;top:147.9px;">98 </div><div id="a41316" style="position:absolute;font-weight:normal;left:4.693px;top:166.3px;">2023</div><div id="a41321" style="position:absolute;font-weight:normal;left:611.675px;top:166.3px;">87 </div><div id="a41323" style="position:absolute;font-weight:normal;left:4.693px;top:184.7px;">Remaining years</div><div id="a41328" style="position:absolute;font-weight:normal;left:604.795px;top:184.7px;">453 </div><div id="a41330" style="position:absolute;font-weight:normal;left:4.693px;top:203.1px;">Total</div><div id="a41335" style="position:absolute;font-weight:normal;left:604.795px;top:203.1px;">972 </div><div id="a41337" style="position:absolute;font-weight:normal;left:4.693px;top:221.5px;">Less: portion representing imputed interest</div><div id="a41342" style="position:absolute;font-weight:normal;left:599.355px;top:221.5px;">(195) </div><div id="a41344" style="position:absolute;font-weight:normal;left:4.693px;top:240.7px;">Capital lease obligations</div><div id="a41348" style="position:absolute;font-weight:normal;left:525.715px;top:240.7px;">$</div><div id="a41350" style="position:absolute;font-weight:normal;left:604.795px;top:240.7px;">777 </div></div></div></div><div id="TextBlockContainer923" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:635px;height:270px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a41358" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">At December 31, 2018, future undiscounted minimum<div style="display:inline-block;width:1.89px"> </div>rental payments due under noncancelable operating</div><div id="a41360" style="position:absolute;font-weight:normal;left:4.693px;top:18.1px;">leases pursuant to ASC Topic 840 were:</div><div id="a41375" style="position:absolute;font-weight:normal;left:582.235px;top:56px;">Millions</div><div id="a41377" style="position:absolute;font-weight:normal;left:573.435px;top:72px;">of Dollars</div><div id="a41384" style="position:absolute;font-weight:normal;left:4.693px;top:108px;">2019</div><div id="a41388" style="position:absolute;font-weight:normal;left:525.715px;top:108px;">$</div><div id="a41390" style="position:absolute;font-weight:normal;left:608.795px;top:108px;">248 </div><div id="a41392" style="position:absolute;font-weight:normal;left:4.693px;top:126.1px;">2020</div><div id="a41397" style="position:absolute;font-weight:normal;left:608.795px;top:126.1px;">425 </div><div id="a41399" style="position:absolute;font-weight:normal;left:4.693px;top:144px;">2021</div><div id="a41404" style="position:absolute;font-weight:normal;left:608.795px;top:144px;">136 </div><div id="a41406" style="position:absolute;font-weight:normal;left:4.693px;top:162.1px;">2022</div><div id="a41411" style="position:absolute;font-weight:normal;left:608.795px;top:162.1px;">319 </div><div id="a41413" style="position:absolute;font-weight:normal;left:4.693px;top:180px;">2023</div><div id="a41418" style="position:absolute;font-weight:normal;left:615.675px;top:180px;">54 </div><div id="a41420" style="position:absolute;font-weight:normal;left:4.693px;top:198.1px;">Remaining years</div><div id="a41425" style="position:absolute;font-weight:normal;left:608.795px;top:198.1px;">212 </div><div id="a41427" style="position:absolute;font-weight:normal;left:4.693px;top:216px;">Total</div><div id="a41432" style="position:absolute;font-weight:normal;left:594.235px;top:216px;">1,394 </div><div id="a41434" style="position:absolute;font-weight:normal;left:4.693px;top:234.1px;">Less: income from subleases</div><div id="a41439" style="position:absolute;font-weight:normal;left:613.435px;top:234.1px;">(7) </div><div id="a41441" style="position:absolute;font-weight:normal;left:4.693px;top:253px;">Net minimum operating lease payments</div><div id="a41445" style="position:absolute;font-weight:normal;left:525.715px;top:253px;">$</div><div id="a41447" style="position:absolute;font-weight:normal;left:594.235px;top:253px;">1,387 </div></div><div id="TextBlockContainer928" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:635px;height:139px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="div_926_XBRL_TS_fcf9d6bdcafc4a07a5fc00dc92923bf8" style="position:absolute;left:0px;top:0px;float:left;"><div id="TextBlockContainer927" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:635px;height:139px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a41454" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">For the years ended December 31, operating<div style="display:inline-block;width:2.17px"> </div>lease rental expense pursuant to ASC Topic 840 was:</div><div id="a41463" style="position:absolute;font-weight:normal;left:483.955px;top:37.9px;">Millions of Dollars</div><div id="a41467" style="position:absolute;font-weight:normal;left:509.715px;top:56px;">2018</div><div id="a41469" style="position:absolute;font-weight:normal;left:601.755px;top:56px;">2017</div><div id="a41475" style="position:absolute;font-weight:normal;left:4.693px;top:85px;">Total rentals</div><div id="a41477" style="position:absolute;font-weight:normal;left:433.715px;top:85px;">$</div><div id="a41479" style="position:absolute;font-weight:normal;left:516.755px;top:85px;">253 </div><div id="a41481" style="position:absolute;font-weight:normal;left:608.795px;top:85px;">264 </div><div id="a41483" style="position:absolute;font-weight:normal;left:4.693px;top:102.9px;">Less: sublease rentals</div><div id="a41486" style="position:absolute;font-weight:normal;left:514.355px;top:102.9px;">(16) </div><div id="a41488" style="position:absolute;font-weight:normal;left:606.395px;top:102.9px;">(20) </div><div id="a41491" style="position:absolute;font-weight:normal;left:433.715px;top:122px;">$</div><div id="a41493" style="position:absolute;font-weight:normal;left:516.755px;top:122px;">237 </div><div id="a41495" style="position:absolute;font-weight:normal;left:604.795px;top:122px;">244 </div></div></div></div> true true 420000000 688000000 57000000 <div id="TextBlockContainer886" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:116px;height:17px;display:inline-block;"><div id="div_884_XBRL_TS_84ba09fbccc244cd934866dfae95399d" style="position:absolute;left:0px;top:0px;float:left;"><div id="TextBlockContainer885" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:116px;height:17px;display:inline-block;"><div id="a40595" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">Millions of Dollars</div></div></div></div><div id="TextBlockContainer890" style="position:relative;font-family:Times New Roman;font-size:10.72px;color:#000000;line-height:normal;width:615px;height:13px;display:inline-block;"><div id="div_888_XBRL_TS_7d02df0546aa46459d126fce96c98e01" style="position:absolute;left:0px;top:0px;float:left;"><div id="TextBlockContainer889" style="position:relative;font-family:Times New Roman;font-size:10.72px;color:#000000;line-height:normal;width:615px;height:13px;display:inline-block;"><div id="a40810_2_127" style="position:absolute;font-weight:normal;font-style:italic;left:3.573px;top:0px;">* Includes proportionately consolidated finance lease assets (net of<div style="display:inline-block;width:1.37px"> </div>accumulated depreciation, depletion and amortization) of $</div><div id="a40810_129_3" style="position:absolute;font-size:10.72px;font-weight:normal;font-style:italic;left:548.635px;top:0px;">335 </div><div id="a40810_132_9" style="position:absolute;font-weight:normal;font-style:italic;left:564.795px;top:0px;"><div style="display:inline-block;width:2.72px"> </div>million.</div><div id="a40810_141_3" style="position:absolute;font-weight:normal;font-style:italic;left:600.315px;top:0px;"><div style="display:inline-block;width:7.96px"> </div></div></div></div></div><div id="TextBlockContainer893" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:116px;height:17px;display:inline-block;"><div id="a40826" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">Millions of Dollars</div></div><div id="TextBlockContainer898" style="position:relative;font-family:Times New Roman;font-size:10.72px;color:#000000;line-height:normal;width:630px;height:13px;display:inline-block;"><div id="div_896_XBRL_TS_bfff034704074a0785dd84cb3d1fab71" style="position:absolute;left:0px;top:0px;float:left;"><div id="TextBlockContainer897" style="position:relative;font-family:Times New Roman;font-size:10.72px;color:#000000;line-height:normal;width:630px;height:13px;display:inline-block;"><div id="a40895" style="position:absolute;font-weight:normal;font-style:italic;left:3.573px;top:0px;">Short-term debt and long-term debt include proportionately consolidated finance<div style="display:inline-block;width:1.21px"> </div>lease liabilities of $</div><div id="a40895_102_2" style="position:absolute;font-size:10.72px;font-weight:normal;font-style:italic;left:436.688px;top:0px;-sec-ix-hidden:ID_2936;">56 </div><div id="a40895_104_14" style="position:absolute;font-weight:normal;font-style:italic;left:447.475px;top:0px;"><div style="display:inline-block;width:2.72px"> </div>million and $</div><div id="a40895_118_3" style="position:absolute;font-size:10.72px;font-weight:normal;font-style:italic;left:506.995px;top:0px;-sec-ix-hidden:ID_2930;">579 </div><div id="a40895_121_26" style="position:absolute;font-weight:normal;font-style:italic;left:523.035px;top:0px;"><div style="display:inline-block;width:2.72px"> </div>million, respectively.<div style="display:inline-block;width:8.43px"> </div></div></div></div></div> 1044000000 550000000 494000000 998000000 79000000 698000000 777000000 998000000 1039000000 649000000 390000000 40000000 896000000 335000000 87000000 347000000 633000000 585000000 932000000 56000000 579000000 <div id="TextBlockContainer901" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:633px;height:185px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a40910" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">The following table summarizes our lease costs<div style="display:inline-block;width:2px"> </div>for 2019:</div><div id="a40915" style="position:absolute;font-weight:normal;left:509.555px;top:16px;">Millions of Dollars</div><div id="a40919" style="position:absolute;font-weight:normal;left:545.275px;top:37.8px;">2019</div><div id="a40921" style="position:absolute;font-weight:bold;left:4.693px;top:58.8px;">Lease Cost</div><div id="a40922" style="position:absolute;font-size:9.28px;font-weight:bold;left:69.808px;top:58.5px;">*</div><div id="a40927" style="position:absolute;font-weight:normal;left:4.693px;top:76.8px;">Operating lease cost</div><div id="a40930" style="position:absolute;font-weight:normal;left:487.795px;top:76.8px;">$</div><div id="a40932" style="position:absolute;font-weight:normal;left:609.915px;top:76.8px;">341 </div><div id="a40934" style="position:absolute;font-weight:normal;left:4.693px;top:94.8px;">Finance lease cost</div><div id="a40939" style="position:absolute;font-weight:normal;left:22.773px;top:112.8px;">Amortization of right-of-use assets</div><div id="a40947" style="position:absolute;font-weight:normal;left:616.795px;top:112.8px;">99 </div><div id="a40949" style="position:absolute;font-weight:normal;left:22.773px;top:130.8px;">Interest on lease liabilities</div><div id="a40953" style="position:absolute;font-weight:normal;left:616.795px;top:130.8px;">37 </div><div id="a40955" style="position:absolute;font-weight:normal;left:4.693px;top:149.3px;">Short-term lease cost</div><div id="a40958" style="position:absolute;font-size:9.28px;font-weight:normal;left:122.928px;top:149.1px;">**</div><div id="a40962" style="position:absolute;font-weight:normal;left:616.795px;top:149.3px;">77 </div><div id="a40964" style="position:absolute;font-weight:normal;left:4.693px;top:167.9px;">Total lease cost</div><div id="a40965" style="position:absolute;font-size:9.28px;font-weight:normal;left:91.888px;top:167.6px;">***</div><div id="a40968" style="position:absolute;font-weight:normal;left:487.795px;top:167.9px;">$</div><div id="a40970" style="position:absolute;font-weight:normal;left:609.915px;top:167.9px;">554 </div></div><div id="TextBlockContainer905" style="position:relative;font-family:Times New Roman;font-size:10.72px;color:#000000;line-height:normal;width:625px;height:50px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a40972_4_138" style="position:absolute;font-weight:normal;font-style:italic;left:14.293px;top:0px;">*The amounts presented in the table above have not been adjusted to reflect amounts recovered or reimbursed from oil and gas coventurers. </div><div id="a40976" style="position:absolute;font-weight:normal;font-style:italic;left:3.573px;top:12.2px;"><div style="display:inline-block;width:5.44px"> </div>**Short-term leases are not recorded on our consolidated balance sheet.<div style="display:inline-block;width:4.78px"> </div>Our future short-term lease commitments amount to $</div><div id="a40976_126_2" style="position:absolute;font-size:10.72px;font-weight:normal;font-style:italic;left:556.315px;top:12.2px;">31 </div><div id="a40976_128_13" style="position:absolute;font-weight:normal;font-style:italic;left:567.035px;top:12.2px;"><div style="display:inline-block;width:2.72px"> </div>million, of </div><div id="a40986" style="position:absolute;font-weight:normal;font-style:italic;left:3.573px;top:24.5px;"><div style="display:inline-block;width:16px"> </div>which $</div><div id="a40986_13_2" style="position:absolute;font-size:10.72px;font-weight:normal;font-style:italic;left:53.168px;top:24.5px;">18 </div><div id="a40986_15_90" style="position:absolute;font-weight:normal;font-style:italic;left:63.888px;top:24.5px;"><div style="display:inline-block;width:2.72px"> </div>million is related to leases whose terms have not yet commenced<div style="display:inline-block;width:1.37px"> </div>as of December 31, 2019. </div><div id="a40997" style="position:absolute;font-weight:normal;font-style:italic;left:3.573px;top:36.8px;">***Variable lease cost and sublease income are immaterial for the period presented and therefore are not included in the table above.</div></div><div id="TextBlockContainer910" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:641px;height:448px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="div_908_XBRL_TS_61631a876e0946f7a247039fd54f24db" style="position:absolute;left:0px;top:0px;float:left;"><div id="TextBlockContainer909" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:641px;height:448px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a41005" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">The following table summarizes the lease terms<div style="display:inline-block;width:2.04px"> </div>and discount rates:</div><div id="a41010" style="position:absolute;font-weight:normal;left:509.075px;top:18px;">December 31, 2019</div><div id="a41012" style="position:absolute;font-weight:bold;left:4.693px;top:36px;">Lease Term and Discount Rate</div><div id="a41017" style="position:absolute;font-weight:normal;left:4.693px;top:53.9px;">Weighted-average term (years)</div><div id="a41024" style="position:absolute;font-weight:normal;left:22.773px;top:72px;">Operating leases</div><div id="a41028" style="position:absolute;font-weight:normal;left:605.435px;top:72px;">5.19 </div><div id="a41030" style="position:absolute;font-weight:normal;left:22.773px;top:89.9px;">Finance leases</div><div id="a41034" style="position:absolute;font-weight:normal;left:605.435px;top:89.9px;">8.70 </div><div id="a41040" style="position:absolute;font-weight:normal;left:4.693px;top:125.9px;">Weighted-average discount rate (percent)</div><div id="a41047" style="position:absolute;font-weight:normal;left:22.773px;top:144.5px;">Operating leases</div><div id="a41051" style="position:absolute;font-weight:normal;left:605.435px;top:144.5px;">3.10 </div><div id="a41053" style="position:absolute;font-weight:normal;left:22.773px;top:162.4px;">Finance leases</div><div id="a41057" style="position:absolute;font-weight:normal;left:605.435px;top:162.4px;">5.53 </div><div id="a41067" style="position:absolute;font-weight:normal;left:4.693px;top:218.4px;">The following table summarizes other lease information<div style="display:inline-block;width:1.84px"> </div>for 2019:</div><div id="a41072" style="position:absolute;font-weight:normal;left:510.355px;top:236.5px;">Millions of Dollars</div><div id="a41077" style="position:absolute;font-weight:normal;left:550.075px;top:255.1px;">2019</div><div id="a41079" style="position:absolute;font-weight:bold;left:4.693px;top:273.5px;">Other Information</div><div id="a41080" style="position:absolute;font-size:9.28px;font-weight:bold;left:117.168px;top:273.2px;">*</div><div id="a41085" style="position:absolute;font-weight:normal;left:4.693px;top:291.6px;">Cash paid for amounts included in the measurement<div style="display:inline-block;width:2.01px"> </div>of lease liabilities</div><div id="a41090" style="position:absolute;font-weight:normal;left:22.773px;top:309.5px;">Operating cash flows from operating leases</div><div id="a41093" style="position:absolute;font-weight:normal;left:490.355px;top:309.5px;">$</div><div id="a41095" style="position:absolute;font-weight:normal;left:608.955px;top:309.5px;">203 </div><div id="a41097" style="position:absolute;font-weight:normal;left:22.773px;top:329.5px;">Operating cash flows from finance leases</div><div id="a41101" style="position:absolute;font-weight:normal;left:615.835px;top:329.5px;">27 </div><div id="a41103" style="position:absolute;font-weight:normal;left:22.773px;top:349.5px;">Financing cash flows from finance leases</div><div id="a41107" style="position:absolute;font-weight:normal;left:615.835px;top:349.5px;">81 </div><div id="a41113" style="position:absolute;font-weight:normal;left:4.693px;top:375.6px;">Right-of-use assets obtained in exchange for<div style="display:inline-block;width:2.17px"> </div>operating lease liabilities</div><div id="a41120" style="position:absolute;font-weight:normal;left:490.355px;top:375.6px;">$</div><div id="a41122" style="position:absolute;font-weight:normal;left:608.955px;top:375.6px;">499 </div><div id="a41124" style="position:absolute;font-weight:normal;left:4.693px;top:393.5px;">Right-of-use assets obtained in exchange for<div style="display:inline-block;width:2.17px"> </div>finance lease liabilities</div><div id="a41133" style="position:absolute;font-weight:normal;left:615.835px;top:393.5px;">26 </div><div id="a41135" style="position:absolute;font-size:10.72px;font-weight:normal;font-style:italic;left:4.693px;top:410.3px;">*The amounts presented in the table above have not been adjusted to reflect amounts recovered or reimbursed from oil and gas coventurers.<div style="display:inline-block;width:5.12px"> </div>In </div><div id="a41137" style="position:absolute;font-size:10.72px;font-weight:normal;font-style:italic;left:4.693px;top:422.7px;">addition,<div style="display:inline-block;width:5.26px"> </div>pursuant to other applicable accounting guidance, lease payments<div style="display:inline-block;width:1.06px"> </div>made in connection with preparing another asset for its intended use </div><div id="a41139" style="position:absolute;font-size:10.72px;font-weight:normal;font-style:italic;left:4.693px;top:435px;">are reported in the "Cash Flows From Investing Activities" section of our consolidated statement of cash flows.<div style="display:inline-block;width:3.87px"> </div></div></div></div></div> 341000000 99000000 37000000 77000000 554000000 31000000 18000000 P5Y2M8D P8Y8M12D 0.0310 0.0553 203000000 27000000 81000000 499000000 26000000 <div id="TextBlockContainer916" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:639px;height:338px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="div_912_XBRL_TS_a5832c2bcf09496bbf34698c892b65ee" style="position:absolute;left:0px;top:0px;float:left;"><div id="TextBlockContainer915" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:639px;height:338px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="div_913_XBRL_TS_eb2b46040da248b0938265b34d92667f" style="position:absolute;left:0px;top:0px;float:left;"><div id="TextBlockContainer914" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:639px;height:338px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a41147" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">The following table summarizes future lease<div style="display:inline-block;width:2.19px"> </div>payments for operating and finance leases<div style="display:inline-block;width:2.03px"> </div>at December 31, 2019:</div><div id="a41156" style="position:absolute;font-weight:normal;left:478.035px;top:35.2px;">Millions of Dollars</div><div id="a41160" style="position:absolute;font-weight:normal;left:469.715px;top:58.9px;">Operating</div><div id="a41162" style="position:absolute;font-weight:normal;left:487.635px;top:74.9px;">Leases</div><div id="a41165" style="position:absolute;font-weight:normal;left:585.435px;top:58.9px;">Finance</div><div id="a41167" style="position:absolute;font-weight:normal;left:588.155px;top:74.9px;"><div style="display:inline-block;width:3.52px"> </div>Leases</div><div id="a41170" style="position:absolute;font-weight:bold;left:4.693px;top:93.3px;">Maturity of Lease Liabilities</div><div id="a41176" style="position:absolute;font-weight:normal;left:4.693px;top:111.7px;">2020</div><div id="a41178" style="position:absolute;font-weight:normal;left:421.715px;top:111.7px;">$</div><div id="a41180" style="position:absolute;font-weight:normal;left:500.755px;top:111.7px;">348 </div><div id="a41183" style="position:absolute;font-weight:normal;left:604.795px;top:111.7px;">120 </div><div id="a41185" style="position:absolute;font-weight:normal;left:4.693px;top:130.1px;">2021</div><div id="a41188" style="position:absolute;font-weight:normal;left:500.755px;top:130.1px;">247 </div><div id="a41191" style="position:absolute;font-weight:normal;left:604.795px;top:130.1px;">104 </div><div id="a41193" style="position:absolute;font-weight:normal;left:4.693px;top:148.5px;">2022</div><div id="a41196" style="position:absolute;font-weight:normal;left:500.755px;top:148.5px;">130 </div><div id="a41199" style="position:absolute;font-weight:normal;left:604.795px;top:148.5px;">102 </div><div id="a41201" style="position:absolute;font-weight:normal;left:4.693px;top:166.9px;">2023</div><div id="a41204" style="position:absolute;font-weight:normal;left:507.635px;top:166.9px;">82 </div><div id="a41207" style="position:absolute;font-weight:normal;left:611.675px;top:166.9px;">88 </div><div id="a41209" style="position:absolute;font-weight:normal;left:4.693px;top:185.3px;">2024</div><div id="a41212" style="position:absolute;font-weight:normal;left:507.635px;top:185.3px;">63 </div><div id="a41215" style="position:absolute;font-weight:normal;left:611.675px;top:185.3px;">84 </div><div id="a41217" style="position:absolute;font-weight:normal;left:4.693px;top:203.7px;">Remaining years</div><div id="a41220" style="position:absolute;font-weight:normal;left:500.755px;top:203.7px;">149 </div><div id="a41223" style="position:absolute;font-weight:normal;left:604.795px;top:203.7px;">382 </div><div id="a41225" style="position:absolute;font-weight:normal;left:4.693px;top:222.9px;">Total</div><div id="a41226" style="position:absolute;font-size:9.28px;font-weight:normal;left:34.293px;top:222.7px;">*</div><div id="a41229" style="position:absolute;font-weight:normal;left:490.195px;top:222.9px;">1,019 </div><div id="a41232" style="position:absolute;font-weight:normal;left:604.795px;top:222.9px;">880 </div><div id="a41234" style="position:absolute;font-weight:normal;left:4.693px;top:241.3px;">Less: portion representing imputed interest</div><div id="a41237" style="position:absolute;font-weight:normal;left:502.355px;top:241.3px;">(87) </div><div id="a41240" style="position:absolute;font-weight:normal;left:599.355px;top:241.3px;">(160) </div><div id="a41242" style="position:absolute;font-weight:normal;left:4.693px;top:259.7px;">Total lease liabilities</div><div id="a41244" style="position:absolute;font-weight:normal;left:421.715px;top:259.7px;">$</div><div id="a41246" style="position:absolute;font-weight:normal;left:500.755px;top:259.7px;">932 </div><div id="a41249" style="position:absolute;font-weight:normal;left:604.795px;top:259.7px;">720 </div><div id="a41251" style="position:absolute;font-size:10.72px;font-weight:normal;font-style:italic;left:4.693px;top:276.5px;">*Future lease payments for operating and finance leases commencing on<div style="display:inline-block;width:1.3px"> </div>or after January 1, 2019, also include payments related to non-lease </div><div id="a41255" style="position:absolute;font-size:10.72px;font-weight:normal;font-style:italic;left:4.693px;top:288.9px;">components in accordance with our election to adopt the optional practical<div style="display:inline-block;width:1.31px"> </div>expedient not to separate lease components apart from non-lease </div><div id="a41259" style="position:absolute;font-size:10.72px;font-weight:normal;font-style:italic;left:4.693px;top:301px;">components for accounting purposes.<div style="display:inline-block;width:4.62px"> </div>In addition, future payments related to operating and finance leases proportionately consolidated by the </div><div id="a41261" style="position:absolute;font-size:10.72px;font-weight:normal;font-style:italic;left:4.693px;top:313.3px;">company have been included in the table on a proportionate basis consistent<div style="display:inline-block;width:1.21px"> </div>with our respective ownership interest in the underlying investee </div><div id="a41263" style="position:absolute;font-size:10.72px;font-weight:normal;font-style:italic;left:4.693px;top:325.7px;">company or oil and gas venture. </div></div></div></div></div></div> <div id="TextBlockContainer914" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:639px;height:338px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a41147" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">The following table summarizes future lease<div style="display:inline-block;width:2.19px"> </div>payments for operating and finance leases<div style="display:inline-block;width:2.03px"> </div>at December 31, 2019:</div><div id="a41156" style="position:absolute;font-weight:normal;left:478.035px;top:35.2px;">Millions of Dollars</div><div id="a41160" style="position:absolute;font-weight:normal;left:469.715px;top:58.9px;">Operating</div><div id="a41162" style="position:absolute;font-weight:normal;left:487.635px;top:74.9px;">Leases</div><div id="a41165" style="position:absolute;font-weight:normal;left:585.435px;top:58.9px;">Finance</div><div id="a41167" style="position:absolute;font-weight:normal;left:588.155px;top:74.9px;"><div style="display:inline-block;width:3.52px"> </div>Leases</div><div id="a41170" style="position:absolute;font-weight:bold;left:4.693px;top:93.3px;">Maturity of Lease Liabilities</div><div id="a41176" style="position:absolute;font-weight:normal;left:4.693px;top:111.7px;">2020</div><div id="a41178" style="position:absolute;font-weight:normal;left:421.715px;top:111.7px;">$</div><div id="a41180" style="position:absolute;font-weight:normal;left:500.755px;top:111.7px;">348 </div><div id="a41183" style="position:absolute;font-weight:normal;left:604.795px;top:111.7px;">120 </div><div id="a41185" style="position:absolute;font-weight:normal;left:4.693px;top:130.1px;">2021</div><div id="a41188" style="position:absolute;font-weight:normal;left:500.755px;top:130.1px;">247 </div><div id="a41191" style="position:absolute;font-weight:normal;left:604.795px;top:130.1px;">104 </div><div id="a41193" style="position:absolute;font-weight:normal;left:4.693px;top:148.5px;">2022</div><div id="a41196" style="position:absolute;font-weight:normal;left:500.755px;top:148.5px;">130 </div><div id="a41199" style="position:absolute;font-weight:normal;left:604.795px;top:148.5px;">102 </div><div id="a41201" style="position:absolute;font-weight:normal;left:4.693px;top:166.9px;">2023</div><div id="a41204" style="position:absolute;font-weight:normal;left:507.635px;top:166.9px;">82 </div><div id="a41207" style="position:absolute;font-weight:normal;left:611.675px;top:166.9px;">88 </div><div id="a41209" style="position:absolute;font-weight:normal;left:4.693px;top:185.3px;">2024</div><div id="a41212" style="position:absolute;font-weight:normal;left:507.635px;top:185.3px;">63 </div><div id="a41215" style="position:absolute;font-weight:normal;left:611.675px;top:185.3px;">84 </div><div id="a41217" style="position:absolute;font-weight:normal;left:4.693px;top:203.7px;">Remaining years</div><div id="a41220" style="position:absolute;font-weight:normal;left:500.755px;top:203.7px;">149 </div><div id="a41223" style="position:absolute;font-weight:normal;left:604.795px;top:203.7px;">382 </div><div id="a41225" style="position:absolute;font-weight:normal;left:4.693px;top:222.9px;">Total</div><div id="a41226" style="position:absolute;font-size:9.28px;font-weight:normal;left:34.293px;top:222.7px;">*</div><div id="a41229" style="position:absolute;font-weight:normal;left:490.195px;top:222.9px;">1,019 </div><div id="a41232" style="position:absolute;font-weight:normal;left:604.795px;top:222.9px;">880 </div><div id="a41234" style="position:absolute;font-weight:normal;left:4.693px;top:241.3px;">Less: portion representing imputed interest</div><div id="a41237" style="position:absolute;font-weight:normal;left:502.355px;top:241.3px;">(87) </div><div id="a41240" style="position:absolute;font-weight:normal;left:599.355px;top:241.3px;">(160) </div><div id="a41242" style="position:absolute;font-weight:normal;left:4.693px;top:259.7px;">Total lease liabilities</div><div id="a41244" style="position:absolute;font-weight:normal;left:421.715px;top:259.7px;">$</div><div id="a41246" style="position:absolute;font-weight:normal;left:500.755px;top:259.7px;">932 </div><div id="a41249" style="position:absolute;font-weight:normal;left:604.795px;top:259.7px;">720 </div><div id="a41251" style="position:absolute;font-size:10.72px;font-weight:normal;font-style:italic;left:4.693px;top:276.5px;">*Future lease payments for operating and finance leases commencing on<div style="display:inline-block;width:1.3px"> </div>or after January 1, 2019, also include payments related to non-lease </div><div id="a41255" style="position:absolute;font-size:10.72px;font-weight:normal;font-style:italic;left:4.693px;top:288.9px;">components in accordance with our election to adopt the optional practical<div style="display:inline-block;width:1.31px"> </div>expedient not to separate lease components apart from non-lease </div><div id="a41259" style="position:absolute;font-size:10.72px;font-weight:normal;font-style:italic;left:4.693px;top:301px;">components for accounting purposes.<div style="display:inline-block;width:4.62px"> </div>In addition, future payments related to operating and finance leases proportionately consolidated by the </div><div id="a41261" style="position:absolute;font-size:10.72px;font-weight:normal;font-style:italic;left:4.693px;top:313.3px;">company have been included in the table on a proportionate basis consistent<div style="display:inline-block;width:1.21px"> </div>with our respective ownership interest in the underlying investee </div><div id="a41263" style="position:absolute;font-size:10.72px;font-weight:normal;font-style:italic;left:4.693px;top:325.7px;">company or oil and gas venture. </div></div> 348000000 120000000 247000000 104000000 130000000 102000000 82000000 88000000 63000000 84000000 149000000 382000000 1019000000 880000000 87000000 160000000 932000000 720000000 <div id="TextBlockContainer919" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:635px;height:258px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a41270" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">At December 31, 2018, future minimum payments<div style="display:inline-block;width:2.05px"> </div>due under finance (capital) leases pursuant<div style="display:inline-block;width:2.13px"> </div>to</div><div id="a41272" style="position:absolute;font-weight:normal;left:4.693px;top:18.4px;">ASC Topic 840 were:</div><div id="a41278" style="position:absolute;font-weight:normal;left:582.235px;top:39.1px;">Millions</div><div id="a41280" style="position:absolute;font-weight:normal;left:573.435px;top:55.2px;">of Dollars</div><div id="a41287" style="position:absolute;font-weight:normal;left:4.693px;top:92.7px;">2019</div><div id="a41291" style="position:absolute;font-weight:normal;left:525.715px;top:92.7px;">$</div><div id="a41293" style="position:absolute;font-weight:normal;left:604.795px;top:92.7px;">118 </div><div id="a41295" style="position:absolute;font-weight:normal;left:4.693px;top:111.1px;">2020</div><div id="a41300" style="position:absolute;font-weight:normal;left:604.795px;top:111.1px;">116 </div><div id="a41302" style="position:absolute;font-weight:normal;left:4.693px;top:129.5px;">2021</div><div id="a41307" style="position:absolute;font-weight:normal;left:604.795px;top:129.5px;">100 </div><div id="a41309" style="position:absolute;font-weight:normal;left:4.693px;top:147.9px;">2022</div><div id="a41314" style="position:absolute;font-weight:normal;left:611.675px;top:147.9px;">98 </div><div id="a41316" style="position:absolute;font-weight:normal;left:4.693px;top:166.3px;">2023</div><div id="a41321" style="position:absolute;font-weight:normal;left:611.675px;top:166.3px;">87 </div><div id="a41323" style="position:absolute;font-weight:normal;left:4.693px;top:184.7px;">Remaining years</div><div id="a41328" style="position:absolute;font-weight:normal;left:604.795px;top:184.7px;">453 </div><div id="a41330" style="position:absolute;font-weight:normal;left:4.693px;top:203.1px;">Total</div><div id="a41335" style="position:absolute;font-weight:normal;left:604.795px;top:203.1px;">972 </div><div id="a41337" style="position:absolute;font-weight:normal;left:4.693px;top:221.5px;">Less: portion representing imputed interest</div><div id="a41342" style="position:absolute;font-weight:normal;left:599.355px;top:221.5px;">(195) </div><div id="a41344" style="position:absolute;font-weight:normal;left:4.693px;top:240.7px;">Capital lease obligations</div><div id="a41348" style="position:absolute;font-weight:normal;left:525.715px;top:240.7px;">$</div><div id="a41350" style="position:absolute;font-weight:normal;left:604.795px;top:240.7px;">777 </div></div> 118000000 116000000 100000000 98000000 87000000 453000000 972000000 195000000 777000000 <div id="TextBlockContainer924" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:635px;height:270px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="div_922_XBRL_TS_eb50d795bef6453d8e12d0495bcab38b" style="position:absolute;left:0px;top:0px;float:left;"><div id="TextBlockContainer923" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:635px;height:270px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a41358" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">At December 31, 2018, future undiscounted minimum<div style="display:inline-block;width:1.89px"> </div>rental payments due under noncancelable operating</div><div id="a41360" style="position:absolute;font-weight:normal;left:4.693px;top:18.1px;">leases pursuant to ASC Topic 840 were:</div><div id="a41375" style="position:absolute;font-weight:normal;left:582.235px;top:56px;">Millions</div><div id="a41377" style="position:absolute;font-weight:normal;left:573.435px;top:72px;">of Dollars</div><div id="a41384" style="position:absolute;font-weight:normal;left:4.693px;top:108px;">2019</div><div id="a41388" style="position:absolute;font-weight:normal;left:525.715px;top:108px;">$</div><div id="a41390" style="position:absolute;font-weight:normal;left:608.795px;top:108px;">248 </div><div id="a41392" style="position:absolute;font-weight:normal;left:4.693px;top:126.1px;">2020</div><div id="a41397" style="position:absolute;font-weight:normal;left:608.795px;top:126.1px;">425 </div><div id="a41399" style="position:absolute;font-weight:normal;left:4.693px;top:144px;">2021</div><div id="a41404" style="position:absolute;font-weight:normal;left:608.795px;top:144px;">136 </div><div id="a41406" style="position:absolute;font-weight:normal;left:4.693px;top:162.1px;">2022</div><div id="a41411" style="position:absolute;font-weight:normal;left:608.795px;top:162.1px;">319 </div><div id="a41413" style="position:absolute;font-weight:normal;left:4.693px;top:180px;">2023</div><div id="a41418" style="position:absolute;font-weight:normal;left:615.675px;top:180px;">54 </div><div id="a41420" style="position:absolute;font-weight:normal;left:4.693px;top:198.1px;">Remaining years</div><div id="a41425" style="position:absolute;font-weight:normal;left:608.795px;top:198.1px;">212 </div><div id="a41427" style="position:absolute;font-weight:normal;left:4.693px;top:216px;">Total</div><div id="a41432" style="position:absolute;font-weight:normal;left:594.235px;top:216px;">1,394 </div><div id="a41434" style="position:absolute;font-weight:normal;left:4.693px;top:234.1px;">Less: income from subleases</div><div id="a41439" style="position:absolute;font-weight:normal;left:613.435px;top:234.1px;">(7) </div><div id="a41441" style="position:absolute;font-weight:normal;left:4.693px;top:253px;">Net minimum operating lease payments</div><div id="a41445" style="position:absolute;font-weight:normal;left:525.715px;top:253px;">$</div><div id="a41447" style="position:absolute;font-weight:normal;left:594.235px;top:253px;">1,387 </div></div></div></div> 248000000 425000000 136000000 319000000 54000000 212000000 1394000000 7000000 1387000000 <div id="TextBlockContainer927" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:635px;height:139px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a41454" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">For the years ended December 31, operating<div style="display:inline-block;width:2.17px"> </div>lease rental expense pursuant to ASC Topic 840 was:</div><div id="a41463" style="position:absolute;font-weight:normal;left:483.955px;top:37.9px;">Millions of Dollars</div><div id="a41467" style="position:absolute;font-weight:normal;left:509.715px;top:56px;">2018</div><div id="a41469" style="position:absolute;font-weight:normal;left:601.755px;top:56px;">2017</div><div id="a41475" style="position:absolute;font-weight:normal;left:4.693px;top:85px;">Total rentals</div><div id="a41477" style="position:absolute;font-weight:normal;left:433.715px;top:85px;">$</div><div id="a41479" style="position:absolute;font-weight:normal;left:516.755px;top:85px;">253 </div><div id="a41481" style="position:absolute;font-weight:normal;left:608.795px;top:85px;">264 </div><div id="a41483" style="position:absolute;font-weight:normal;left:4.693px;top:102.9px;">Less: sublease rentals</div><div id="a41486" style="position:absolute;font-weight:normal;left:514.355px;top:102.9px;">(16) </div><div id="a41488" style="position:absolute;font-weight:normal;left:606.395px;top:102.9px;">(20) </div><div id="a41491" style="position:absolute;font-weight:normal;left:433.715px;top:122px;">$</div><div id="a41493" style="position:absolute;font-weight:normal;left:516.755px;top:122px;">237 </div><div id="a41495" style="position:absolute;font-weight:normal;left:604.795px;top:122px;">244 </div></div> 253000000 264000000 16000000 20000000 237000000 244000000 <div id="TextBlockContainer930" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:219px;height:49px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a41500" style="position:absolute;font-weight:bold;left:4.693px;top:0px;">Note 18—Employee Benefit Plans</div><div id="a41503" style="position:absolute;font-weight:normal;left:205.688px;top:0px;"> </div><div id="a41504" style="position:absolute;font-weight:bold;left:4.693px;top:16px;"> </div><div id="a41505" style="position:absolute;font-weight:bold;left:4.693px;top:32.2px;">Pension and Postretirement Plans </div></div><div id="TextBlockContainer934" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:635px;height:553px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="div_932_XBRL_CS_c316b315b4a641819670f9e54b01fd29" style="position:absolute;left:0px;top:0px;float:left;"><div id="TextBlockContainer933" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:635px;height:553px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a41509" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">An analysis of the projected benefit obligations<div style="display:inline-block;width:2.13px"> </div>for our pension plans and accumulated benefit<div style="display:inline-block;width:2.01px"> </div>obligations for</div><div id="a41511" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">our postretirement health and life insurance plans<div style="display:inline-block;width:2.1px"> </div>follows:</div><div id="a41527" style="position:absolute;font-weight:normal;left:390.035px;top:46.1px;">Millions of Dollars</div><div id="a41530" style="position:absolute;font-weight:normal;left:334.328px;top:62.7px;">Pension Benefits</div><div id="a41533" style="position:absolute;font-weight:normal;left:531.355px;top:62.7px;">Other Benefits</div><div id="a41536" style="position:absolute;font-weight:bold;left:305.688px;top:79.5px;">2019</div><div id="a41539" style="position:absolute;font-weight:normal;left:434.355px;top:79.5px;">2018</div><div id="a41542" style="position:absolute;font-weight:bold;left:539.835px;top:79.5px;">2019</div><div id="a41545" style="position:absolute;font-weight:normal;left:601.755px;top:79.5px;">2018</div><div id="a41548" style="position:absolute;font-weight:bold;left:294.808px;top:96.3px;">U.S.</div><div id="a41551" style="position:absolute;font-weight:bold;left:351.795px;top:96.3px;">Int’l.</div><div id="a41554" style="position:absolute;font-weight:normal;left:418.835px;top:96.3px;">U.S.</div><div id="a41557" style="position:absolute;font-weight:normal;left:478.035px;top:96.3px;">Int’l.</div><div id="a41563" style="position:absolute;font-weight:bold;left:4.693px;top:113.1px;">Change in Benefit Obligation</div><div id="a41577" style="position:absolute;font-weight:normal;left:4.693px;top:129.1px;">Benefit obligation at January 1</div><div id="a41579" style="position:absolute;font-weight:bold;left:257.688px;top:129.1px;">$</div><div id="a41581" style="position:absolute;font-weight:bold;left:284.248px;top:129.1px;">2,136 </div><div id="a41584" style="position:absolute;font-weight:bold;left:346.168px;top:129.1px;">3,438 </div><div id="a41587" style="position:absolute;font-weight:normal;left:408.275px;top:129.1px;">3,236 </div><div id="a41590" style="position:absolute;font-weight:normal;left:470.195px;top:129.1px;">3,845 </div><div id="a41593" style="position:absolute;font-weight:bold;left:542.875px;top:129.1px;">218 </div><div id="a41596" style="position:absolute;font-weight:normal;left:604.795px;top:129.1px;">265 </div><div id="a41598" style="position:absolute;font-weight:normal;left:4.693px;top:145.3px;">Service cost</div><div id="a41601" style="position:absolute;font-weight:bold;left:301.688px;top:145.3px;">79 </div><div id="a41604" style="position:absolute;font-weight:bold;left:363.635px;top:145.3px;">69 </div><div id="a41607" style="position:absolute;font-weight:normal;left:425.715px;top:145.3px;">83 </div><div id="a41610" style="position:absolute;font-weight:normal;left:487.635px;top:145.3px;">81 </div><div id="a41613" style="position:absolute;font-weight:bold;left:556.795px;top:145.3px;">1 </div><div id="a41616" style="position:absolute;font-weight:normal;left:618.715px;top:145.3px;">1 </div><div id="a41618" style="position:absolute;font-weight:normal;left:4.693px;top:161.4px;">Interest cost</div><div id="a41621" style="position:absolute;font-weight:bold;left:301.688px;top:161.4px;">79 </div><div id="a41624" style="position:absolute;font-weight:bold;left:363.635px;top:161.4px;">97 </div><div id="a41627" style="position:absolute;font-weight:normal;left:425.715px;top:161.4px;">99 </div><div id="a41630" style="position:absolute;font-weight:normal;left:480.755px;top:161.4px;">107 </div><div id="a41633" style="position:absolute;font-weight:bold;left:556.795px;top:161.4px;">8 </div><div id="a41636" style="position:absolute;font-weight:normal;left:618.715px;top:161.4px;">8 </div><div id="a41638" style="position:absolute;font-weight:normal;left:4.693px;top:177.5px;">Plan participant contributions</div><div id="a41641" style="position:absolute;font-weight:bold;left:311.128px;top:177.5px;">- </div><div id="a41644" style="position:absolute;font-weight:bold;left:370.675px;top:177.5px;">2 </div><div id="a41647" style="position:absolute;font-weight:normal;left:435.155px;top:177.5px;">- </div><div id="a41650" style="position:absolute;font-weight:normal;left:494.675px;top:177.5px;">2 </div><div id="a41653" style="position:absolute;font-weight:bold;left:549.755px;top:177.5px;">20 </div><div id="a41656" style="position:absolute;font-weight:normal;left:611.675px;top:177.5px;">22 </div><div id="a41658" style="position:absolute;font-weight:normal;left:4.693px;top:193.6px;">Plan amendments</div><div id="a41661" style="position:absolute;font-weight:bold;left:311.128px;top:193.6px;">- </div><div id="a41664" style="position:absolute;font-weight:bold;left:373.075px;top:193.6px;">- </div><div id="a41667" style="position:absolute;font-weight:normal;left:435.155px;top:193.6px;">- </div><div id="a41670" style="position:absolute;font-weight:normal;left:494.675px;top:193.6px;">7 </div><div id="a41673" style="position:absolute;font-weight:bold;left:559.195px;top:193.6px;">- </div><div id="a41676" style="position:absolute;font-weight:normal;left:621.115px;top:193.6px;">- </div><div id="a41678" style="position:absolute;font-weight:normal;left:4.693px;top:209.6px;">Actuarial (gain) loss</div><div id="a41681" style="position:absolute;font-weight:bold;left:294.808px;top:209.6px;">278 </div><div id="a41684" style="position:absolute;font-weight:bold;left:356.755px;top:209.6px;">387 </div><div id="a41687" style="position:absolute;font-weight:normal;left:420.435px;top:209.6px;">(44) </div><div id="a41690" style="position:absolute;font-weight:normal;left:475.315px;top:209.6px;">(259) </div><div id="a41693" style="position:absolute;font-weight:bold;left:549.755px;top:209.6px;">27 </div><div id="a41696" style="position:absolute;font-weight:normal;left:606.395px;top:209.6px;">(10) </div><div id="a41698" style="position:absolute;font-weight:normal;left:4.693px;top:225.8px;">Benefits paid</div><div id="a41701" style="position:absolute;font-weight:bold;left:289.368px;top:225.8px;">(253) </div><div id="a41704" style="position:absolute;font-weight:bold;left:351.315px;top:225.8px;">(147) </div><div id="a41707" style="position:absolute;font-weight:normal;left:413.395px;top:225.8px;">(507) </div><div id="a41710" style="position:absolute;font-weight:normal;left:475.315px;top:225.8px;">(143) </div><div id="a41713" style="position:absolute;font-weight:bold;left:544.475px;top:225.8px;">(59) </div><div id="a41716" style="position:absolute;font-weight:normal;left:606.395px;top:225.8px;">(67) </div><div id="a41718" style="position:absolute;font-weight:normal;left:4.693px;top:242px;">Curtailment</div><div id="a41721" style="position:absolute;font-weight:bold;left:311.128px;top:242px;">- </div><div id="a41724" style="position:absolute;font-weight:bold;left:358.355px;top:242px;">(69) </div><div id="a41727" style="position:absolute;font-weight:normal;left:427.475px;top:242px;">(4) </div><div id="a41730" style="position:absolute;font-weight:normal;left:489.395px;top:242px;">(3) </div><div id="a41733" style="position:absolute;font-weight:bold;left:559.195px;top:242px;">- </div><div id="a41736" style="position:absolute;font-weight:normal;left:621.115px;top:242px;">- </div><div id="a41738" style="position:absolute;font-weight:normal;left:4.693px;top:258px;">Settlement</div><div id="a41741" style="position:absolute;font-weight:bold;left:311.128px;top:258px;">- </div><div id="a41744" style="position:absolute;font-weight:bold;left:373.075px;top:258px;">- </div><div id="a41747" style="position:absolute;font-weight:normal;left:413.395px;top:258px;">(730) </div><div id="a41750" style="position:absolute;font-weight:normal;left:497.075px;top:258px;">- </div><div id="a41753" style="position:absolute;font-weight:bold;left:559.195px;top:258px;">- </div><div id="a41756" style="position:absolute;font-weight:normal;left:621.115px;top:258px;">- </div><div id="a41758" style="position:absolute;font-weight:normal;left:4.693px;top:274.1px;">Recognition of termination benefits</div><div id="a41761" style="position:absolute;font-weight:bold;left:311.128px;top:274.1px;">- </div><div id="a41764" style="position:absolute;font-weight:bold;left:370.675px;top:274.1px;">1 </div><div id="a41767" style="position:absolute;font-weight:normal;left:432.755px;top:274.1px;">3 </div><div id="a41770" style="position:absolute;font-weight:normal;left:497.075px;top:274.1px;">- </div><div id="a41773" style="position:absolute;font-weight:bold;left:559.195px;top:274.1px;">- </div><div id="a41776" style="position:absolute;font-weight:normal;left:621.115px;top:274.1px;">- </div><div id="a41778" style="position:absolute;font-weight:normal;left:4.693px;top:290.1px;">Foreign currency exchange rate change</div><div id="a41781" style="position:absolute;font-weight:bold;left:311.128px;top:290.1px;">- </div><div id="a41784" style="position:absolute;font-weight:bold;left:356.755px;top:290.1px;">102 </div><div id="a41787" style="position:absolute;font-weight:normal;left:435.155px;top:290.1px;">- </div><div id="a41790" style="position:absolute;font-weight:normal;left:475.315px;top:290.1px;">(199) </div><div id="a41793" style="position:absolute;font-weight:bold;left:556.795px;top:290.1px;">1 </div><div id="a41796" style="position:absolute;font-weight:normal;left:613.435px;top:290.1px;">(1) </div><div id="a41798" style="position:absolute;font-weight:normal;left:4.693px;top:306.9px;">Benefit obligation at December 31*</div><div id="a41800" style="position:absolute;font-weight:bold;left:257.688px;top:306.9px;">$</div><div id="a41802" style="position:absolute;font-weight:bold;left:284.248px;top:306.9px;">2,319 </div><div id="a41805" style="position:absolute;font-weight:bold;left:346.168px;top:306.9px;">3,880 </div><div id="a41808" style="position:absolute;font-weight:normal;left:408.275px;top:306.9px;">2,136 </div><div id="a41811" style="position:absolute;font-weight:normal;left:470.195px;top:306.9px;">3,438 </div><div id="a41814" style="position:absolute;font-weight:bold;left:542.875px;top:306.9px;">216 </div><div id="a41817" style="position:absolute;font-weight:normal;left:604.795px;top:306.9px;">218 </div><div id="a41832" style="position:absolute;font-size:10.72px;font-weight:normal;font-style:italic;left:4.693px;top:341.5px;">*Accumulated benefit obligation portion of above at </div><div id="a41846" style="position:absolute;font-size:10.72px;font-weight:normal;font-style:italic;left:4.693px;top:356.7px;"><div style="display:inline-block;width:5.44px"> </div>December 31: </div><div id="a41849" style="position:absolute;font-size:10.72px;font-weight:bold;font-style:italic;left:257.688px;top:356.7px;">$ </div><div id="a41851" style="position:absolute;font-size:10.72px;font-weight:bold;font-style:italic;left:291.768px;top:359.9px;">2,161 </div><div id="a41854" style="position:absolute;font-size:10.72px;font-weight:bold;font-style:italic;left:353.715px;top:359.9px;">3,594 </div><div id="a41857" style="position:absolute;font-size:10.72px;font-weight:normal;font-style:italic;left:415.795px;top:359.9px;">1,969 </div><div id="a41860" style="position:absolute;font-size:10.72px;font-weight:normal;font-style:italic;left:477.715px;top:359.9px;">3,066 </div><div id="a41879" style="position:absolute;font-weight:bold;left:4.693px;top:387.4px;">Change in Fair Value of Plan Assets</div><div id="a41893" style="position:absolute;font-weight:normal;left:4.693px;top:403.6px;">Fair value of plan assets at January 1</div><div id="a41895" style="position:absolute;font-weight:bold;left:257.688px;top:403.6px;">$</div><div id="a41897" style="position:absolute;font-weight:bold;left:284.248px;top:403.6px;">1,336 </div><div id="a41900" style="position:absolute;font-weight:bold;left:346.168px;top:403.6px;">3,358 </div><div id="a41903" style="position:absolute;font-weight:normal;left:408.275px;top:403.6px;">2,541 </div><div id="a41906" style="position:absolute;font-weight:normal;left:470.195px;top:403.6px;">3,647 </div><div id="a41909" style="position:absolute;font-weight:bold;left:559.195px;top:403.6px;">- </div><div id="a41912" style="position:absolute;font-weight:normal;left:621.115px;top:403.6px;">- </div><div id="a41914" style="position:absolute;font-weight:normal;left:4.693px;top:419.6px;">Actual return on plan assets</div><div id="a41917" style="position:absolute;font-weight:bold;left:294.808px;top:419.6px;">273 </div><div id="a41920" style="position:absolute;font-weight:bold;left:356.755px;top:419.6px;">529 </div><div id="a41923" style="position:absolute;font-weight:normal;left:413.395px;top:419.6px;">(112) </div><div id="a41926" style="position:absolute;font-weight:normal;left:475.315px;top:419.6px;">(106) </div><div id="a41929" style="position:absolute;font-weight:bold;left:559.195px;top:419.6px;">- </div><div id="a41932" style="position:absolute;font-weight:normal;left:621.115px;top:419.6px;">- </div><div id="a41934" style="position:absolute;font-weight:normal;left:4.693px;top:435.7px;">Company contributions</div><div id="a41937" style="position:absolute;font-weight:bold;left:294.808px;top:435.7px;">235 </div><div id="a41940" style="position:absolute;font-weight:bold;left:356.755px;top:435.7px;">464 </div><div id="a41943" style="position:absolute;font-weight:normal;left:418.835px;top:435.7px;">144 </div><div id="a41946" style="position:absolute;font-weight:normal;left:480.755px;top:435.7px;">156 </div><div id="a41949" style="position:absolute;font-weight:bold;left:549.755px;top:435.7px;">39 </div><div id="a41952" style="position:absolute;font-weight:normal;left:611.675px;top:435.7px;">45 </div><div id="a41954" style="position:absolute;font-weight:normal;left:4.693px;top:451.7px;">Plan participant contributions</div><div id="a41957" style="position:absolute;font-weight:bold;left:311.128px;top:451.7px;">- </div><div id="a41960" style="position:absolute;font-weight:bold;left:370.675px;top:451.7px;">2 </div><div id="a41963" style="position:absolute;font-weight:normal;left:435.155px;top:451.7px;">- </div><div id="a41966" style="position:absolute;font-weight:normal;left:494.675px;top:451.7px;">2 </div><div id="a41969" style="position:absolute;font-weight:bold;left:549.755px;top:451.7px;">20 </div><div id="a41972" style="position:absolute;font-weight:normal;left:611.675px;top:451.7px;">22 </div><div id="a41974" style="position:absolute;font-weight:normal;left:4.693px;top:467.9px;">Benefits paid</div><div id="a41977" style="position:absolute;font-weight:bold;left:289.368px;top:467.9px;">(253) </div><div id="a41980" style="position:absolute;font-weight:bold;left:351.315px;top:467.9px;">(147) </div><div id="a41983" style="position:absolute;font-weight:normal;left:413.395px;top:467.9px;">(507) </div><div id="a41986" style="position:absolute;font-weight:normal;left:475.315px;top:467.9px;">(143) </div><div id="a41989" style="position:absolute;font-weight:bold;left:544.475px;top:467.9px;">(59) </div><div id="a41992" style="position:absolute;font-weight:normal;left:606.395px;top:467.9px;">(67) </div><div id="a41994" style="position:absolute;font-weight:normal;left:4.693px;top:484.1px;">Settlement</div><div id="a41997" style="position:absolute;font-weight:bold;left:311.128px;top:484.1px;">- </div><div id="a42000" style="position:absolute;font-weight:bold;left:373.075px;top:484.1px;">- </div><div id="a42003" style="position:absolute;font-weight:normal;left:413.395px;top:484.1px;">(730) </div><div id="a42006" style="position:absolute;font-weight:normal;left:497.075px;top:484.1px;">- </div><div id="a42009" style="position:absolute;font-weight:bold;left:559.195px;top:484.1px;">- </div><div id="a42012" style="position:absolute;font-weight:normal;left:621.115px;top:484.1px;">- </div><div id="a42014" style="position:absolute;font-weight:normal;left:4.693px;top:500.1px;">Foreign currency exchange rate change</div><div id="a42017" style="position:absolute;font-weight:bold;left:311.128px;top:500.1px;">- </div><div id="a42020" style="position:absolute;font-weight:bold;left:356.755px;top:500.1px;">100 </div><div id="a42023" style="position:absolute;font-weight:normal;left:435.155px;top:500.1px;">- </div><div id="a42026" style="position:absolute;font-weight:normal;left:475.315px;top:500.1px;">(198) </div><div id="a42029" style="position:absolute;font-weight:bold;left:559.195px;top:500.1px;">- </div><div id="a42032" style="position:absolute;font-weight:normal;left:621.115px;top:500.1px;">- </div><div id="a42034" style="position:absolute;font-weight:normal;left:4.693px;top:516.9px;">Fair value of plan assets at December 31</div><div id="a42036" style="position:absolute;font-weight:bold;left:257.688px;top:516.9px;">$</div><div id="a42038" style="position:absolute;font-weight:bold;left:284.248px;top:516.9px;">1,591 </div><div id="a42041" style="position:absolute;font-weight:bold;left:346.168px;top:516.9px;">4,306 </div><div id="a42044" style="position:absolute;font-weight:normal;left:408.275px;top:516.9px;">1,336 </div><div id="a42047" style="position:absolute;font-weight:normal;left:470.195px;top:516.9px;">3,358 </div><div id="a42050" style="position:absolute;font-weight:bold;left:559.195px;top:516.9px;">- </div><div id="a42053" style="position:absolute;font-weight:normal;left:621.115px;top:516.9px;">- </div><div id="a42055" style="position:absolute;font-weight:bold;left:4.693px;top:535.9px;">Funded Status</div><div id="a42057" style="position:absolute;font-weight:bold;left:257.688px;top:535.9px;">$</div><div id="a42059" style="position:absolute;font-weight:bold;left:289.368px;top:535.9px;">(728) </div><div id="a42062" style="position:absolute;font-weight:bold;left:356.755px;top:535.9px;">426 </div><div id="a42065" style="position:absolute;font-weight:normal;left:413.395px;top:535.9px;">(800) </div><div id="a42068" style="position:absolute;font-weight:normal;left:482.355px;top:535.9px;">(80) </div><div id="a42071" style="position:absolute;font-weight:bold;left:537.435px;top:535.9px;">(216) </div><div id="a42074" style="position:absolute;font-weight:normal;left:599.355px;top:535.9px;">(218) </div></div></div></div><div id="TextBlockContainer938" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:121px;height:17px;display:inline-block;"><div id="a42081" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">Millions of Dollars</div></div><div id="TextBlockContainer942" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:629px;height:65px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a42468" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">For both U.S. and international pensions, the<div style="display:inline-block;width:2.16px"> </div>overall expected long-term rate of return is<div style="display:inline-block;width:2.14px"> </div>developed from the </div><div id="a42471" style="position:absolute;font-weight:normal;left:4.693px;top:16.2px;">expected future return of each asset class, weighted<div style="display:inline-block;width:2.07px"> </div>by the expected allocation of pension assets<div style="display:inline-block;width:2.16px"> </div>to that asset </div><div id="a42473" style="position:absolute;font-weight:normal;left:4.693px;top:32.3px;">class.<div style="display:inline-block;width:6.87px"> </div>We rely on a variety of independent market forecasts in developing the expected<div style="display:inline-block;width:2.19px"> </div>rate of return for each </div><div id="a42474" style="position:absolute;font-weight:normal;left:4.693px;top:48.3px;">class of assets. </div></div><div id="TextBlockContainer945" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:635px;height:160px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a42477" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">Included in accumulated other comprehensive<div style="display:inline-block;width:2.17px"> </div>income (loss) at December 31 were the following<div style="display:inline-block;width:2.03px"> </div>before-tax<div style="display:inline-block;width:6.73px"> </div></div><div id="a42482" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">amounts that had not been recognized in net<div style="display:inline-block;width:2.12px"> </div>periodic benefit cost:</div><div id="a42498" style="position:absolute;font-weight:normal;left:397.555px;top:44px;">Millions of Dollars</div><div id="a42501" style="position:absolute;font-weight:normal;left:344.888px;top:60.8px;">Pension Benefits</div><div id="a42504" style="position:absolute;font-weight:normal;left:534.235px;top:60.8px;">Other Benefits</div><div id="a42507" style="position:absolute;font-weight:bold;left:319.128px;top:77.6px;">2019</div><div id="a42510" style="position:absolute;font-weight:normal;left:443.315px;top:77.6px;">2018</div><div id="a42513" style="position:absolute;font-weight:bold;left:542.875px;top:77.6px;">2019</div><div id="a42516" style="position:absolute;font-weight:normal;left:601.915px;top:77.6px;">2018</div><div id="a42519" style="position:absolute;font-weight:bold;left:306.808px;top:94.4px;">U.S.</div><div id="a42522" style="position:absolute;font-weight:bold;left:363.955px;top:94.4px;">Int’l.</div><div id="a42525" style="position:absolute;font-weight:normal;left:427.955px;top:94.4px;">U.S.</div><div id="a42528" style="position:absolute;font-weight:normal;left:484.115px;top:94.4px;">Int’l.</div><div id="a42547" style="position:absolute;font-weight:normal;left:4.693px;top:126.4px;">Unrecognized net actuarial (gain) loss</div><div id="a42549" style="position:absolute;font-weight:bold;left:272.728px;top:126.4px;">$</div><div id="a42551" style="position:absolute;font-weight:bold;left:306.808px;top:126.4px;">479 </div><div id="a42554" style="position:absolute;font-weight:bold;left:368.915px;top:126.4px;">227 </div><div id="a42557" style="position:absolute;font-weight:normal;left:427.955px;top:126.4px;">516 </div><div id="a42560" style="position:absolute;font-weight:normal;left:486.835px;top:126.4px;">310 </div><div id="a42563" style="position:absolute;font-weight:bold;left:559.835px;top:126.4px;">8 </div><div id="a42566" style="position:absolute;font-weight:normal;left:606.555px;top:126.4px;">(21) </div><div id="a42568" style="position:absolute;font-weight:normal;left:4.693px;top:142.6px;">Unrecognized prior service cost (credit)</div><div id="a42571" style="position:absolute;font-weight:bold;left:323.128px;top:142.6px;">- </div><div id="a42574" style="position:absolute;font-weight:bold;left:377.555px;top:142.6px;">(2) </div><div id="a42577" style="position:absolute;font-weight:normal;left:444.275px;top:142.6px;">- </div><div id="a42580" style="position:absolute;font-weight:normal;left:495.475px;top:142.6px;">(4) </div><div id="a42583" style="position:absolute;font-weight:bold;left:540.475px;top:142.6px;">(183) </div><div id="a42586" style="position:absolute;font-weight:normal;left:599.515px;top:142.6px;">(216) </div></div><div id="TextBlockContainer949" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:116px;height:17px;display:inline-block;"><div id="a42595" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">Millions of Dollars</div></div><div id="TextBlockContainer954" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:635px;height:161px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="div_952_XBRL_CS_b541a5b7a15641fb80ba27d8e33877c9" style="position:absolute;left:0px;top:0px;float:left;"><div id="TextBlockContainer953" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:635px;height:161px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a42850" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">Included in accumulated other comprehensive<div style="display:inline-block;width:2.17px"> </div>loss at December 31, 2019, were the following<div style="display:inline-block;width:2.13px"> </div>before-tax</div><div id="a42854" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">amounts that are expected to be amortized into<div style="display:inline-block;width:2.16px"> </div>net periodic benefit cost during 2020:</div><div id="a42864" style="position:absolute;font-weight:normal;left:465.075px;top:45.9px;">Millions of Dollars</div><div id="a42867" style="position:absolute;font-weight:normal;left:459.635px;top:62.7px;">Pension</div><div id="a42870" style="position:absolute;font-weight:normal;left:581.275px;top:62.7px;">Other</div><div id="a42873" style="position:absolute;font-weight:normal;left:458.355px;top:78.9px;">Benefits</div><div id="a42876" style="position:absolute;font-weight:normal;left:573.915px;top:78.9px;">Benefits</div><div id="a42879" style="position:absolute;font-weight:normal;left:456.915px;top:95.5px;">U.S.</div><div id="a42882" style="position:absolute;font-weight:normal;left:528.155px;top:95.5px;">Int’l.</div><div id="a42893" style="position:absolute;font-weight:normal;left:4.693px;top:127.7px;">Unrecognized net actuarial (gain) loss</div><div id="a42895" style="position:absolute;font-weight:bold;left:407.795px;top:127.7px;">$</div><div id="a42897" style="position:absolute;font-weight:bold;left:463.635px;top:127.7px;">50 </div><div id="a42900" style="position:absolute;font-weight:bold;left:537.755px;top:127.7px;">23 </div><div id="a42903" style="position:absolute;font-weight:bold;left:618.715px;top:127.7px;">1 </div><div id="a42905" style="position:absolute;font-weight:normal;left:4.693px;top:143.9px;">Unrecognized prior service credit</div><div id="a42909" style="position:absolute;font-weight:bold;left:473.075px;top:143.9px;">- </div><div id="a42912" style="position:absolute;font-weight:bold;left:539.515px;top:143.9px;">(2) </div><div id="a42915" style="position:absolute;font-weight:bold;left:606.395px;top:143.9px;">(31) </div></div></div></div><div id="TextBlockContainer956" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:636px;height:130px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a42919" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">For our tax-qualified pension plans with projected<div style="display:inline-block;width:2px"> </div>benefit obligations in excess of plan<div style="display:inline-block;width:2.18px"> </div>assets, the projected </div><div id="a42922" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">benefit obligation, the accumulated benefit obligation,<div style="display:inline-block;width:2px"> </div>and the fair value of plan assets were $</div><div id="a42922_96_5" style="position:absolute;font-weight:normal;left:529.814px;top:16px;">2,073 </div><div id="a42922_101_10" style="position:absolute;font-weight:normal;left:561.435px;top:16px;"><div style="display:inline-block;width:3.52px"> </div>million, </div><div id="a42925" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;">$</div><div id="a42925_1_5" style="position:absolute;font-weight:normal;left:11.733px;top:32.2px;">1,919 </div><div id="a42925_6_15" style="position:absolute;font-weight:normal;left:43.413px;top:32.2px;"><div style="display:inline-block;width:3.52px"> </div>million, and $</div><div id="a42925_21_5" style="position:absolute;font-weight:normal;left:125.014px;top:32.2px;">1,635 </div><div id="a42925_26_51" style="position:absolute;font-weight:normal;left:156.534px;top:32.2px;"><div style="display:inline-block;width:3.36px"> </div>million, respectively, at December 31, 2019, and $</div><div id="a42925_77_5" style="position:absolute;font-weight:normal;left:443.475px;top:32.2px;">1,871 </div><div id="a42925_82_11" style="position:absolute;font-weight:normal;left:474.995px;top:32.2px;"><div style="display:inline-block;width:3.36px"> </div>million, $</div><div id="a42925_93_5" style="position:absolute;font-weight:normal;left:532.755px;top:32.2px;">1,737 </div><div id="a42925_98_10" style="position:absolute;font-weight:normal;left:564.435px;top:32.2px;"><div style="display:inline-block;width:3.52px"> </div>million, </div><div id="a42928" style="position:absolute;font-weight:normal;left:4.693px;top:48.2px;">and $</div><div id="a42928_5_5" style="position:absolute;font-weight:normal;left:35.573px;top:48.2px;">1,373 </div><div id="a42928_10_46" style="position:absolute;font-weight:normal;left:67.093px;top:48.2px;"><div style="display:inline-block;width:3.52px"> </div>million, respectively, at December 31, 2018. </div><div id="a42932" style="position:absolute;font-weight:normal;left:4.693px;top:64.3px;"> </div><div id="a42933" style="position:absolute;font-weight:normal;left:4.693px;top:80.5px;">For our unfunded nonqualified key employee supplemental<div style="display:inline-block;width:1.59px"> </div>pension plans, the projected benefit obligation and </div><div id="a42935" style="position:absolute;font-weight:normal;left:4.693px;top:96.5px;">the accumulated benefit obligation were $</div><div id="a42935_41_3" style="position:absolute;font-weight:normal;left:240.054px;top:96.5px;">601 </div><div id="a42935_44_14" style="position:absolute;font-weight:normal;left:261.014px;top:96.5px;"><div style="display:inline-block;width:3.52px"> </div>million and $</div><div id="a42935_58_3" style="position:absolute;font-weight:normal;left:339.254px;top:96.5px;">542 </div><div id="a42935_61_46" style="position:absolute;font-weight:normal;left:360.374px;top:96.5px;"><div style="display:inline-block;width:3.52px"> </div>million, respectively, at December 31, 2019, </div><div id="a42938" style="position:absolute;font-weight:normal;left:4.693px;top:112.6px;">and were $</div><div id="a42938_10_3" style="position:absolute;font-weight:normal;left:66.293px;top:112.6px;">586 </div><div id="a42938_13_14" style="position:absolute;font-weight:normal;left:87.253px;top:112.6px;"><div style="display:inline-block;width:3.52px"> </div>million and $</div><div id="a42938_27_3" style="position:absolute;font-weight:normal;left:165.334px;top:112.6px;">504 </div><div id="a42938_30_46" style="position:absolute;font-weight:normal;left:186.454px;top:112.6px;"><div style="display:inline-block;width:3.52px"> </div>million, respectively, at December 31, 2018. </div></div><div id="TextBlockContainer959" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:635px;height:309px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a42948" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">The components of net periodic benefit cost of<div style="display:inline-block;width:2.18px"> </div>all defined benefit plans are presented in<div style="display:inline-block;width:2.09px"> </div>the following table:</div><div id="a42974" style="position:absolute;font-weight:normal;left:346.648px;top:31.2px;">Millions of Dollars</div><div id="a42978" style="position:absolute;font-weight:normal;left:276.568px;top:49.8px;">Pension Benefits</div><div id="a42981" style="position:absolute;font-weight:normal;left:516.595px;top:49.8px;">Other Benefits</div><div id="a42985" style="position:absolute;font-weight:bold;left:207.768px;top:68.3px;">2019</div><div id="a42988" style="position:absolute;font-weight:normal;left:314.168px;top:68.3px;">2018</div><div id="a42991" style="position:absolute;font-weight:normal;left:416.275px;top:68.3px;">2017</div><div id="a42994" style="position:absolute;font-weight:bold;left:499.795px;top:68.3px;">2019</div><div id="a42997" style="position:absolute;font-weight:normal;left:550.875px;top:68.3px;">2018</div><div id="a43000" style="position:absolute;font-weight:normal;left:601.915px;top:68.3px;">2017</div><div id="a43004" style="position:absolute;font-weight:bold;left:196.888px;top:86.9px;">U.S.</div><div id="a43007" style="position:absolute;font-weight:bold;left:242.968px;top:86.9px;">Int’l.</div><div id="a43010" style="position:absolute;font-weight:normal;left:298.808px;top:86.9px;">U.S.</div><div id="a43013" style="position:absolute;font-weight:normal;left:347.128px;top:86.9px;">Int’l.</div><div id="a43016" style="position:absolute;font-weight:normal;left:400.915px;top:86.9px;">U.S.</div><div id="a43019" style="position:absolute;font-weight:normal;left:449.235px;top:86.9px;">Int’l.</div><div id="a43027" style="position:absolute;font-weight:bold;left:4.693px;top:105.5px;">Components of Net </div><div id="a43048" style="position:absolute;font-weight:bold;left:14.773px;top:121.5px;">Periodic Benefit Cost</div><div id="a43068" style="position:absolute;font-weight:normal;left:4.693px;top:139.4px;">Service cost</div><div id="a43070" style="position:absolute;font-weight:bold;left:170.768px;top:139.4px;">$</div><div id="a43072" style="position:absolute;font-weight:bold;left:203.768px;top:139.4px;">79 </div><div id="a43075" style="position:absolute;font-weight:bold;left:254.808px;top:139.4px;">69 </div><div id="a43078" style="position:absolute;font-weight:normal;left:305.688px;top:139.4px;">83 </div><div id="a43081" style="position:absolute;font-weight:normal;left:356.755px;top:139.4px;">81 </div><div id="a43084" style="position:absolute;font-weight:normal;left:407.795px;top:139.4px;">89 </div><div id="a43087" style="position:absolute;font-weight:normal;left:458.835px;top:139.4px;">77 </div><div id="a43090" style="position:absolute;font-weight:bold;left:516.755px;top:139.4px;">1 </div><div id="a43093" style="position:absolute;font-weight:normal;left:567.835px;top:139.4px;">1 </div><div id="a43096" style="position:absolute;font-weight:normal;left:618.875px;top:139.4px;">2 </div><div id="a43098" style="position:absolute;font-weight:normal;left:4.693px;top:155.5px;">Interest cost</div><div id="a43101" style="position:absolute;font-weight:bold;left:203.768px;top:155.5px;">79 </div><div id="a43104" style="position:absolute;font-weight:bold;left:254.808px;top:155.5px;">97 </div><div id="a43107" style="position:absolute;font-weight:normal;left:305.688px;top:155.5px;">99 </div><div id="a43110" style="position:absolute;font-weight:normal;left:349.848px;top:155.5px;">107 </div><div id="a43113" style="position:absolute;font-weight:normal;left:400.915px;top:155.5px;">118 </div><div id="a43116" style="position:absolute;font-weight:normal;left:451.955px;top:155.5px;">103 </div><div id="a43119" style="position:absolute;font-weight:bold;left:516.755px;top:155.5px;">8 </div><div id="a43122" style="position:absolute;font-weight:normal;left:567.835px;top:155.5px;">8 </div><div id="a43125" style="position:absolute;font-weight:normal;left:618.875px;top:155.5px;">9 </div><div id="a43127" style="position:absolute;font-weight:normal;left:4.693px;top:171.7px;">Expected return on plan</div><div id="a43148" style="position:absolute;font-weight:normal;left:14.773px;top:189.6px;">assets</div><div id="a43151" style="position:absolute;font-weight:bold;left:198.488px;top:189.6px;">(74) </div><div id="a43154" style="position:absolute;font-weight:bold;left:242.488px;top:189.6px;">(138) </div><div id="a43157" style="position:absolute;font-weight:normal;left:293.368px;top:189.6px;">(114) </div><div id="a43160" style="position:absolute;font-weight:normal;left:344.408px;top:189.6px;">(155) </div><div id="a43163" style="position:absolute;font-weight:normal;left:395.475px;top:189.6px;">(132) </div><div id="a43166" style="position:absolute;font-weight:normal;left:446.515px;top:189.6px;">(158) </div><div id="a43169" style="position:absolute;font-weight:bold;left:519.155px;top:189.6px;">- </div><div id="a43172" style="position:absolute;font-weight:normal;left:570.235px;top:189.6px;">- </div><div id="a43175" style="position:absolute;font-weight:normal;left:621.275px;top:189.6px;">- </div><div id="a43177" style="position:absolute;font-weight:normal;left:4.693px;top:207.4px;">Amortization of prior </div><div id="a43198" style="position:absolute;font-weight:normal;left:14.773px;top:223.5px;">service cost (credit)</div><div id="a43201" style="position:absolute;font-weight:bold;left:213.208px;top:223.5px;">- </div><div id="a43204" style="position:absolute;font-weight:bold;left:256.568px;top:223.5px;">(2) </div><div id="a43207" style="position:absolute;font-weight:normal;left:315.128px;top:223.5px;">- </div><div id="a43210" style="position:absolute;font-weight:normal;left:358.515px;top:223.5px;">(5) </div><div id="a43213" style="position:absolute;font-weight:normal;left:414.835px;top:223.5px;">4 </div><div id="a43216" style="position:absolute;font-weight:normal;left:460.595px;top:223.5px;">(6) </div><div id="a43219" style="position:absolute;font-weight:bold;left:504.435px;top:223.5px;">(33) </div><div id="a43222" style="position:absolute;font-weight:normal;left:555.515px;top:223.5px;">(35) </div><div id="a43225" style="position:absolute;font-weight:normal;left:606.555px;top:223.5px;">(36) </div><div id="a43227" style="position:absolute;font-weight:normal;left:4.693px;top:241.5px;">Recognized net actuarial </div><div id="a43248" style="position:absolute;font-weight:normal;left:14.773px;top:257.7px;">loss (gain)</div><div id="a43251" style="position:absolute;font-weight:bold;left:203.768px;top:257.7px;">54 </div><div id="a43254" style="position:absolute;font-weight:bold;left:254.808px;top:257.7px;">32 </div><div id="a43257" style="position:absolute;font-weight:normal;left:305.688px;top:257.7px;">53 </div><div id="a43260" style="position:absolute;font-weight:normal;left:356.755px;top:257.7px;">31 </div><div id="a43263" style="position:absolute;font-weight:normal;left:407.795px;top:257.7px;">69 </div><div id="a43266" style="position:absolute;font-weight:normal;left:458.835px;top:257.7px;">50 </div><div id="a43269" style="position:absolute;font-weight:bold;left:511.475px;top:257.7px;">(2) </div><div id="a43272" style="position:absolute;font-weight:normal;left:562.555px;top:257.7px;">(1) </div><div id="a43275" style="position:absolute;font-weight:normal;left:613.595px;top:257.7px;">(3) </div><div id="a43277" style="position:absolute;font-weight:normal;left:4.693px;top:275.4px;">Settlements</div><div id="a43280" style="position:absolute;font-weight:bold;left:203.768px;top:275.4px;">62 </div><div id="a43283" style="position:absolute;font-weight:bold;left:264.248px;top:275.4px;">- </div><div id="a43286" style="position:absolute;font-weight:normal;left:298.808px;top:275.4px;">196 </div><div id="a43289" style="position:absolute;font-weight:normal;left:366.195px;top:275.4px;">- </div><div id="a43292" style="position:absolute;font-weight:normal;left:400.915px;top:275.4px;">131 </div><div id="a43295" style="position:absolute;font-weight:normal;left:468.275px;top:275.4px;">- </div><div id="a43298" style="position:absolute;font-weight:bold;left:519.155px;top:275.4px;">- </div><div id="a43301" style="position:absolute;font-weight:normal;left:570.235px;top:275.4px;">- </div><div id="a43304" style="position:absolute;font-weight:normal;left:621.275px;top:275.4px;">- </div><div id="a43306" style="position:absolute;font-weight:normal;left:4.693px;top:292.2px;">Net periodic benefit cost</div><div id="a43308" style="position:absolute;font-weight:bold;left:170.768px;top:292.2px;">$</div><div id="a43310" style="position:absolute;font-weight:bold;left:196.888px;top:292.2px;">200 </div><div id="a43313" style="position:absolute;font-weight:bold;left:254.808px;top:292.2px;">58 </div><div id="a43316" style="position:absolute;font-weight:normal;left:298.808px;top:292.2px;">317 </div><div id="a43319" style="position:absolute;font-weight:normal;left:356.755px;top:292.2px;">59 </div><div id="a43322" style="position:absolute;font-weight:normal;left:400.915px;top:292.2px;">279 </div><div id="a43325" style="position:absolute;font-weight:normal;left:458.835px;top:292.2px;">66 </div><div id="a43328" style="position:absolute;font-weight:bold;left:504.435px;top:292.2px;">(26) </div><div id="a43331" style="position:absolute;font-weight:normal;left:555.515px;top:292.2px;">(27) </div><div id="a43334" style="position:absolute;font-weight:normal;left:606.555px;top:292.2px;">(28) </div></div><div id="TextBlockContainer962" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:641px;height:532px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a43338" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">The components of net periodic benefit cost, other<div style="display:inline-block;width:2.07px"> </div>than the service cost component, are included<div style="display:inline-block;width:2.18px"> </div>in the “Other </div><div id="a43339" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">expenses” line item on our consolidated income statement. </div><div id="a43342" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;"> </div><div id="a43343" style="position:absolute;font-weight:normal;left:4.693px;top:48.3px;">In 2018, we purchased a group annuity contract<div style="display:inline-block;width:2.03px"> </div>from Prudential and transferred $</div><div id="a43343_80_3" style="position:absolute;font-weight:normal;left:461.715px;top:48.3px;">730 </div><div id="a43343_83_27" style="position:absolute;font-weight:normal;left:482.675px;top:48.3px;"><div style="display:inline-block;width:3.36px"> </div>million of future benefit </div><div id="a43347" style="position:absolute;font-weight:normal;left:4.693px;top:64.3px;">obligations from the U.S. qualified pension plan to<div style="display:inline-block;width:2.14px"> </div>Prudential.<div style="display:inline-block;width:6.45px"> </div>The purchase of the group annuity contract<div style="display:inline-block;width:2.18px"> </div>was </div><div id="a43349" style="position:absolute;font-weight:normal;left:4.693px;top:80.5px;">funded directly by plan assets of the U.S. qualified<div style="display:inline-block;width:1.92px"> </div>pension plan.<div style="display:inline-block;width:6.52px"> </div>Effective January 1, 2019, the Cash Balance </div><div id="a43350" style="position:absolute;font-weight:normal;left:4.693px;top:96.6px;">Account (Title II) of the ConocoPhillips Retirement Plan,<div style="display:inline-block;width:2.18px"> </div>a U.S. qualified pension plan, was closed to new </div><div id="a43351" style="position:absolute;font-weight:normal;left:4.693px;top:112.6px;">entrants.<div style="display:inline-block;width:6.79px"> </div>New employees and rehires on or after January<div style="display:inline-block;width:1.9px"> </div>1, 2019, and employees that elected to opt out of </div><div id="a43353" style="position:absolute;font-weight:normal;left:4.693px;top:128.8px;">Title II will no longer receive pay credits to their Cash Balance<div style="display:inline-block;width:2.07px"> </div>Account and instead will be eligible for a </div><div id="a43354" style="position:absolute;font-weight:normal;left:4.693px;top:144.8px;">Company Retirement Contribution (CRC) as<div style="display:inline-block;width:2.08px"> </div>described in the Defined Contribution Plans section. </div><div id="a43357" style="position:absolute;font-weight:normal;left:4.693px;top:161px;"> </div><div id="a43358" style="position:absolute;font-weight:normal;left:4.693px;top:177.1px;">We recognized pension settlement losses of $</div><div id="a43358_44_2" style="position:absolute;font-weight:normal;left:259.893px;top:177.1px;">62 </div><div id="a43358_46_19" style="position:absolute;font-weight:normal;left:273.973px;top:177.1px;"><div style="display:inline-block;width:3.52px"> </div>million in 2019, $</div><div id="a43358_65_3" style="position:absolute;font-weight:normal;left:377.814px;top:177.1px;">196 </div><div id="a43358_68_23" style="position:absolute;font-weight:normal;left:398.774px;top:177.1px;"><div style="display:inline-block;width:3.52px"> </div>million in 2018, and $</div><div id="a43358_91_3" style="position:absolute;font-weight:normal;left:526.355px;top:177.1px;">131 </div><div id="a43358_94_12" style="position:absolute;font-weight:normal;left:547.515px;top:177.1px;"><div style="display:inline-block;width:3.52px"> </div>million in </div><div id="a43369" style="position:absolute;font-weight:normal;left:4.693px;top:193.1px;">2017 as lump-sum benefit payments from certain<div style="display:inline-block;width:2.08px"> </div>U.S. pension plans exceeded the sum of service<div style="display:inline-block;width:2.15px"> </div>and interest </div><div id="a43405" style="position:absolute;font-weight:normal;left:4.693px;top:209.3px;">costs for those plans and led to recognition of settlement<div style="display:inline-block;width:1.81px"> </div>losses. </div><div id="a43427" style="position:absolute;font-weight:normal;left:4.693px;top:225.3px;"> </div><div id="a43428" style="position:absolute;font-weight:normal;left:4.693px;top:241.5px;">The sale of two ConocoPhillips U.K. subsidiaries<div style="display:inline-block;width:2.07px"> </div>completed during the third quarter of 2019 led<div style="display:inline-block;width:2.15px"> </div>to a </div><div id="a43462" style="position:absolute;font-weight:normal;left:4.693px;top:257.6px;">significant reduction of future services of active<div style="display:inline-block;width:2.07px"> </div>employees in certain international pension<div style="display:inline-block;width:1.98px"> </div>plans, resulting in a </div><div id="a43494" style="position:absolute;font-weight:normal;left:4.693px;top:273.6px;">curtailment.<div style="display:inline-block;width:6.6px"> </div>In conjunction with the recognition of the curtailment,<div style="display:inline-block;width:1.82px"> </div>the fair market values of pension plan </div><div id="a43526" style="position:absolute;font-weight:normal;left:4.693px;top:289.8px;">assets were updated, the pension benefit obligation<div style="display:inline-block;width:2.07px"> </div>was remeasured, and the net pension asset<div style="display:inline-block;width:2.1px"> </div>decreased by </div><div id="a43558" style="position:absolute;font-weight:normal;left:4.693px;top:305.9px;">$</div><div id="a43558_1_2" style="position:absolute;font-weight:normal;left:11.733px;top:305.9px;">43 </div><div id="a43558_3_110" style="position:absolute;font-weight:normal;left:25.813px;top:305.9px;"><div style="display:inline-block;width:3.52px"> </div>million, resulting in a corresponding decrease<div style="display:inline-block;width:2.12px"> </div>to other comprehensive income.<div style="display:inline-block;width:5.95px"> </div>This is primarily a result of </div><div id="a43593" style="position:absolute;font-weight:normal;left:4.693px;top:321.9px;">a decrease in the discount rate from </div><div id="a43593_37_4" style="position:absolute;font-weight:normal;left:207.288px;top:321.9px;">2.90 </div><div id="a43593_41_33" style="position:absolute;font-weight:normal;left:231.928px;top:321.9px;"><div style="display:inline-block;width:3.36px"> </div>percent at December 31, 2018 to </div><div id="a43593_74_4" style="position:absolute;font-weight:normal;left:421.715px;top:321.9px;">1.80 </div><div id="a43593_78_31" style="position:absolute;font-weight:normal;left:446.195px;top:321.9px;"><div style="display:inline-block;width:3.52px"> </div>percent at September 30, 2019 </div><div id="a43633" style="position:absolute;font-weight:normal;left:4.693px;top:338.1px;">offset by a decrease in the pension benefit obligation from<div style="display:inline-block;width:2.02px"> </div>curtailment. </div><div id="a43657" style="position:absolute;font-weight:normal;left:4.693px;top:354.1px;"> </div><div id="a43658" style="position:absolute;font-weight:normal;left:4.693px;top:370.3px;">In determining net pension and other postretirement<div style="display:inline-block;width:1.93px"> </div>benefit costs, we amortize prior service costs<div style="display:inline-block;width:2.08px"> </div>on a straight-</div><div id="a43660" style="position:absolute;font-weight:normal;left:4.693px;top:386.5px;">line basis over the average remaining service period<div style="display:inline-block;width:2.06px"> </div>of employees expected to receive benefits<div style="display:inline-block;width:2.03px"> </div>under the plan.<div style="display:inline-block;width:3.14px"> </div></div><div id="a43661" style="position:absolute;font-weight:normal;left:4.693px;top:402.5px;">For net actuarial gains and losses, we amortize </div><div id="a43661_48_2" style="position:absolute;font-weight:normal;left:269.488px;top:402.5px;">10 </div><div id="a43661_50_47" style="position:absolute;font-weight:normal;left:283.568px;top:402.5px;"><div style="display:inline-block;width:3.52px"> </div>percent of the unamortized balance each year. </div><div id="a43664" style="position:absolute;font-weight:normal;left:4.693px;top:418.6px;"> </div><div id="a43665" style="position:absolute;font-weight:normal;left:4.693px;top:434.6px;">We have multiple nonpension postretirement benefit plans for health and life insurance.<div style="display:inline-block;width:5.49px"> </div>The health care plans </div><div id="a43666" style="position:absolute;font-weight:normal;left:4.693px;top:450.8px;">are contributory and subject to various cost sharing<div style="display:inline-block;width:2.07px"> </div>features, with participant and company contributions </div><div id="a43668" style="position:absolute;font-weight:normal;left:4.693px;top:466.9px;">adjusted annually; the life insurance plans are<div style="display:inline-block;width:2.1px"> </div>noncontributory.<div style="display:inline-block;width:7.47px"> </div>The measurement of the U.S. pre-65 retiree </div><div id="a43671" style="position:absolute;font-weight:normal;left:4.693px;top:482.9px;">medical accumulated postretirement benefit<div style="display:inline-block;width:2.12px"> </div>obligation assumes a health care cost trend rate<div style="display:inline-block;width:2.06px"> </div>of </div><div id="a43671_95_1" style="position:absolute;font-weight:normal;left:536.214px;top:482.9px;">7 </div><div id="a43671_96_12" style="position:absolute;font-weight:normal;left:543.355px;top:482.9px;"><div style="display:inline-block;width:3.52px"> </div>percent in </div><div id="a43674" style="position:absolute;font-weight:normal;left:4.693px;top:499.1px;">2020 that declines to </div><div id="a43674_22_1" style="position:absolute;font-weight:normal;left:124.533px;top:499.1px;">5 </div><div id="a43674_23_12" style="position:absolute;font-weight:normal;left:131.568px;top:499.1px;"><div style="display:inline-block;width:3.52px"> </div>percent by </div><div id="a43674_35_4" style="position:absolute;font-weight:normal;left:197.328px;top:499.1px;">2028 </div><div id="a43674_39_67" style="position:absolute;font-weight:normal;left:225.328px;top:499.1px;">.<div style="display:inline-block;width:6.92px"> </div>The measurement of the U.S. post-65 retiree<div style="display:inline-block;width:2.09px"> </div>medical accumulated </div><div id="a43699" style="position:absolute;font-weight:normal;left:4.693px;top:515.3px;">postretirement benefit obligation assumes an ultimate<div style="display:inline-block;width:1.93px"> </div>health care cost trend rate of </div><div id="a43699_85_1" style="position:absolute;font-weight:normal;left:470.674px;top:515.3px;">4 </div><div id="a43699_86_26" style="position:absolute;font-weight:normal;left:477.714px;top:515.3px;"><div style="display:inline-block;width:3.36px"> </div>percent achieved in 2020 </div></div><div id="TextBlockContainer964" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:632px;height:33px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a43736" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">that increases to </div><div id="a43736_18_1" style="position:absolute;font-weight:normal;left:98.448px;top:0px;">5 </div><div id="a43736_19_12" style="position:absolute;font-weight:normal;left:105.488px;top:0px;"><div style="display:inline-block;width:3.52px"> </div>percent by </div><div id="a43736_31_4" style="position:absolute;font-weight:normal;left:171.088px;top:0px;">2028 </div><div id="a43736_35_76" style="position:absolute;font-weight:normal;left:199.288px;top:0px;">.<div style="display:inline-block;width:6.88px"> </div>A one-percentage-point change in the assumed<div style="display:inline-block;width:2.02px"> </div>health care cost trend rate </div><div id="a43747" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">would be immaterial to ConocoPhillips. </div></div><div id="TextBlockContainer966" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:638px;height:619px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a43750" style="position:absolute;font-weight:bold;left:4.693px;top:0px;">Plan Assets</div><div id="a43751" style="position:absolute;font-weight:normal;left:72.848px;top:0px;">—We follow a policy of broadly diversifying pension plan assets across asset<div style="display:inline-block;width:2.12px"> </div>classes and </div><div id="a43753" style="position:absolute;font-weight:normal;left:4.693px;top:16.2px;">individual holdings.<div style="display:inline-block;width:6.4px"> </div>As a result, our plan assets have no significant<div style="display:inline-block;width:2.07px"> </div>concentrations of credit risk.<div style="display:inline-block;width:6.12px"> </div>Asset classes </div><div id="a43754" style="position:absolute;font-weight:normal;left:4.693px;top:32.3px;">that are considered appropriate include U.S. equities,<div style="display:inline-block;width:1.88px"> </div>non-U.S. equities, U.S. fixed income, non-U.S. fixed </div><div id="a43760" style="position:absolute;font-weight:normal;left:4.693px;top:48.3px;">income, real estate and private equity investments.<div style="display:inline-block;width:5.45px"> </div>Plan fiduciaries may consider and add other<div style="display:inline-block;width:2.18px"> </div>asset classes to </div><div id="a43761" style="position:absolute;font-weight:normal;left:4.693px;top:64.5px;">the investment program from time to time.<div style="display:inline-block;width:5.58px"> </div>The target allocations for plan assets are </div><div id="a43761_86_2" style="position:absolute;font-weight:normal;left:479.315px;top:64.5px;">37 </div><div id="a43761_88_16" style="position:absolute;font-weight:normal;left:493.075px;top:64.5px;"><div style="display:inline-block;width:3.52px"> </div>percent equity </div><div id="a43766" style="position:absolute;font-weight:normal;left:4.693px;top:80.6px;">securities, </div><div id="a43766_12_2" style="position:absolute;font-weight:normal;left:64.533px;top:80.6px;">56 </div><div id="a43766_14_26" style="position:absolute;font-weight:normal;left:78.613px;top:80.6px;"><div style="display:inline-block;width:3.52px"> </div>percent debt securities, </div><div id="a43766_40_1" style="position:absolute;font-weight:normal;left:214.133px;top:80.6px;">6 </div><div id="a43766_41_25" style="position:absolute;font-weight:normal;left:221.173px;top:80.6px;"><div style="display:inline-block;width:3.52px"> </div>percent real estate and </div><div id="a43766_66_1" style="position:absolute;font-weight:normal;left:353.014px;top:80.6px;">1 </div><div id="a43766_67_49" style="position:absolute;font-weight:normal;left:360.054px;top:80.6px;"><div style="display:inline-block;width:3.52px"> </div>percent other.<div style="display:inline-block;width:7.22px"> </div>Generally, the plan investments </div><div id="a43767" style="position:absolute;font-weight:normal;left:4.693px;top:96.6px;">are publicly traded, therefore minimizing liquidity<div style="display:inline-block;width:1.88px"> </div>risk in the portfolio.<div style="display:inline-block;width:6.63px"> </div></div><div id="a43769" style="position:absolute;font-weight:normal;left:4.693px;top:112.8px;"> </div><div id="a43770" style="position:absolute;font-weight:normal;left:4.693px;top:128.8px;">The following is a description of the valuation methodologies<div style="display:inline-block;width:1.6px"> </div>used for the pension plan assets.<div style="display:inline-block;width:6.08px"> </div>There have </div><div id="a43772" style="position:absolute;font-weight:normal;left:4.693px;top:145px;">been no changes in the methodologies used at<div style="display:inline-block;width:2.17px"> </div>December 31, 2019 and 2018. </div><div id="a43779" style="position:absolute;font-weight:normal;left:28.693px;top:176px;">●</div><div id="a43780" style="position:absolute;font-family:Arial;font-weight:normal;left:35.093px;top:175.9px;"> </div><div id="a43781" style="position:absolute;font-weight:normal;left:52.688px;top:176px;">Fair values of equity securities and government<div style="display:inline-block;width:2.16px"> </div>debt securities categorized in Level 1 are primarily </div><div id="a43784" style="position:absolute;font-weight:normal;left:52.688px;top:192.2px;">based on quoted market prices in active markets<div style="display:inline-block;width:2.02px"> </div>for identical assets and liabilities. </div><div id="a43787" style="position:absolute;font-weight:normal;left:28.693px;top:209.3px;">●</div><div id="a43788" style="position:absolute;font-family:Arial;font-weight:normal;left:35.093px;top:209.2px;"> </div><div id="a43789" style="position:absolute;font-weight:normal;left:52.688px;top:209.3px;">Fair values of corporate debt securities, agency and<div style="display:inline-block;width:2.05px"> </div>mortgage-backed securities and government<div style="display:inline-block;width:2.07px"> </div>debt </div><div id="a43792" style="position:absolute;font-weight:normal;left:52.688px;top:225.5px;">securities categorized in Level 2 are estimated<div style="display:inline-block;width:2.04px"> </div>using recently executed transactions and quoted market </div><div id="a43795" style="position:absolute;font-weight:normal;left:52.688px;top:241.5px;">prices for similar assets and liabilities in<div style="display:inline-block;width:2.17px"> </div>active markets and for identical assets and liabilities<div style="display:inline-block;width:1.74px"> </div>in </div><div id="a43796" style="position:absolute;font-weight:normal;left:52.688px;top:257.6px;">markets that are not active.<div style="display:inline-block;width:6.33px"> </div>If there have been no market transactions<div style="display:inline-block;width:2.02px"> </div>in a particular fixed income </div><div id="a43797" style="position:absolute;font-weight:normal;left:52.688px;top:273.6px;">security, its fair value is calculated by pricing models that benchmark the security<div style="display:inline-block;width:2.05px"> </div>against other </div><div id="a43799" style="position:absolute;font-weight:normal;left:52.688px;top:289.8px;">securities with actual market prices.<div style="display:inline-block;width:6.04px"> </div>When observable quoted market prices are not<div style="display:inline-block;width:2.06px"> </div>available, fair </div><div id="a43800" style="position:absolute;font-weight:normal;left:52.688px;top:306px;">value is based on pricing models that use something<div style="display:inline-block;width:2.08px"> </div>other than actual market prices (e.g., observable </div><div id="a43802" style="position:absolute;font-weight:normal;left:52.688px;top:322px;">inputs such as benchmark yields, reported trades and<div style="display:inline-block;width:2.04px"> </div>issuer spreads for similar securities), and these </div><div id="a43803" style="position:absolute;font-weight:normal;left:52.688px;top:338.1px;">securities are categorized in Level 3 of the fair<div style="display:inline-block;width:2.09px"> </div>value hierarchy.<div style="display:inline-block;width:7.41px"> </div></div><div id="a43805" style="position:absolute;font-weight:normal;left:28.693px;top:355.2px;">●</div><div id="a43806" style="position:absolute;font-family:Arial;font-weight:normal;left:35.093px;top:355.1px;"> </div><div id="a43807" style="position:absolute;font-weight:normal;left:52.688px;top:355.2px;">Fair values of investments in common/collective<div style="display:inline-block;width:2.05px"> </div>trusts are determined by the issuer of each fund </div><div id="a43810" style="position:absolute;font-weight:normal;left:52.688px;top:371.2px;">based on the fair value of the underlying assets. </div><div id="a43812" style="position:absolute;font-weight:normal;left:28.693px;top:388.4px;">●</div><div id="a43813" style="position:absolute;font-family:Arial;font-weight:normal;left:35.093px;top:388.2px;"> </div><div id="a43814" style="position:absolute;font-weight:normal;left:52.688px;top:388.4px;">Fair values of mutual funds are based on quoted<div style="display:inline-block;width:2.06px"> </div>market prices, which represent the net asset<div style="display:inline-block;width:2.07px"> </div>value of </div><div id="a43815" style="position:absolute;font-weight:normal;left:52.688px;top:404.5px;">shares held. </div><div id="a43817" style="position:absolute;font-weight:normal;left:28.693px;top:421.7px;">●</div><div id="a43818" style="position:absolute;font-family:Arial;font-weight:normal;left:35.093px;top:421.5px;"> </div><div id="a43819" style="position:absolute;font-weight:normal;left:52.688px;top:421.7px;">Time deposits are valued at cost, which approximates fair<div style="display:inline-block;width:2.15px"> </div>value. </div><div id="a43821" style="position:absolute;font-weight:normal;left:28.693px;top:438.8px;">●</div><div id="a43822" style="position:absolute;font-family:Arial;font-weight:normal;left:35.093px;top:438.7px;"> </div><div id="a43823" style="position:absolute;font-weight:normal;left:52.688px;top:438.8px;">Cash is valued at cost, which approximates fair<div style="display:inline-block;width:2.12px"> </div>value.<div style="display:inline-block;width:6.79px"> </div>Fair values of international cash equivalents </div><div id="a43825" style="position:absolute;font-weight:normal;left:52.688px;top:454.8px;">categorized in Level 2 are valued using observable<div style="display:inline-block;width:2.06px"> </div>yield curves, discounting and interest<div style="display:inline-block;width:2.18px"> </div>rates.<div style="display:inline-block;width:6.86px"> </div>U.S. </div><div id="a43826" style="position:absolute;font-weight:normal;left:52.688px;top:470.9px;">cash balances held in the form of short-term<div style="display:inline-block;width:2.17px"> </div>fund units that are redeemable at the measurement<div style="display:inline-block;width:2px"> </div>date </div><div id="a43830" style="position:absolute;font-weight:normal;left:52.688px;top:487.1px;">are categorized as Level 2. </div><div id="a43832" style="position:absolute;font-weight:normal;left:28.693px;top:504.1px;">●</div><div id="a43833" style="position:absolute;font-family:Arial;font-weight:normal;left:35.093px;top:503.9px;"> </div><div id="a43834" style="position:absolute;font-weight:normal;left:52.688px;top:504.1px;">Fair values of exchange-traded derivatives classified<div style="display:inline-block;width:2.01px"> </div>in Level 1 are based on quoted market prices.<div style="display:inline-block;width:5.68px"> </div></div><div id="a43837" style="position:absolute;font-weight:normal;left:52.688px;top:520.2px;">For other derivatives classified in Level 2, the values<div style="display:inline-block;width:1.99px"> </div>are generally calculated from pricing models </div><div id="a43839" style="position:absolute;font-weight:normal;left:52.688px;top:536.4px;">with market input parameters from third-party<div style="display:inline-block;width:2.11px"> </div>sources. </div><div id="a43843" style="position:absolute;font-weight:normal;left:28.693px;top:553.5px;">●</div><div id="a43844" style="position:absolute;font-family:Arial;font-weight:normal;left:35.093px;top:553.4px;"> </div><div id="a43845" style="position:absolute;font-weight:normal;left:52.688px;top:553.5px;">Fair values of insurance contracts are valued at the<div style="display:inline-block;width:1.97px"> </div>present value of the future benefit payments owed </div><div id="a43846" style="position:absolute;font-weight:normal;left:52.688px;top:569.5px;">by the insurance company to the plans’ participants. </div><div id="a43848" style="position:absolute;font-weight:normal;left:28.693px;top:586.6px;">●</div><div id="a43849" style="position:absolute;font-family:Arial;font-weight:normal;left:35.093px;top:586.5px;"> </div><div id="a43850" style="position:absolute;font-weight:normal;left:52.688px;top:586.6px;">Fair values of real estate investments are valued<div style="display:inline-block;width:2.17px"> </div>using real estate valuation techniques<div style="display:inline-block;width:2.13px"> </div>and other </div><div id="a43852" style="position:absolute;font-weight:normal;left:52.688px;top:602.8px;">methods that include reference to third-party sources<div style="display:inline-block;width:2.11px"> </div>and sales comparables where available. </div></div><div id="TextBlockContainer968" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:608px;height:242px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a43859" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">●</div><div id="a43860" style="position:absolute;font-family:Arial;font-weight:normal;left:11.093px;top:-0.1px;"> </div><div id="a43861" style="position:absolute;font-weight:normal;left:28.688px;top:0px;">A portion of U.S. pension plan assets is held as<div style="display:inline-block;width:2.14px"> </div>a participating interest in an insurance<div style="display:inline-block;width:2.16px"> </div>annuity </div><div id="a43863" style="position:absolute;font-weight:normal;left:28.688px;top:16.2px;">contract, which is calculated as the market value<div style="display:inline-block;width:2.16px"> </div>of investments held under this contract, less<div style="display:inline-block;width:2.06px"> </div>the </div><div id="a43864" style="position:absolute;font-weight:normal;left:28.688px;top:32.2px;">accumulated benefit obligation covered by the<div style="display:inline-block;width:2.11px"> </div>contract.<div style="display:inline-block;width:6.66px"> </div>The participating interest is classified as </div><div id="a43865" style="position:absolute;font-weight:normal;left:28.688px;top:48.3px;">Level 3 in the fair value hierarchy as the fair value<div style="display:inline-block;width:1.97px"> </div>is determined via a combination of quoted<div style="display:inline-block;width:2.11px"> </div>market </div><div id="a43867" style="position:absolute;font-weight:normal;left:28.688px;top:64.3px;">prices, recently executed transactions, and<div style="display:inline-block;width:2.15px"> </div>an actuarial present value computation for<div style="display:inline-block;width:2.06px"> </div>contract </div><div id="a43868" style="position:absolute;font-weight:normal;left:28.688px;top:80.5px;">obligations.<div style="display:inline-block;width:6.7px"> </div>At December 31, 2019, the participating interest<div style="display:inline-block;width:1.99px"> </div>in the annuity contract was valued at </div><div id="a43873" style="position:absolute;font-weight:normal;left:28.688px;top:96.7px;">$</div><div id="a43873_1_2" style="position:absolute;font-weight:normal;left:35.728px;top:96.7px;">95 </div><div id="a43873_3_27" style="position:absolute;font-weight:normal;left:49.808px;top:96.7px;"><div style="display:inline-block;width:3.52px"> </div>million and consisted of $</div><div id="a43873_30_3" style="position:absolute;font-weight:normal;left:198.608px;top:96.7px;">235 </div><div id="a43873_33_35" style="position:absolute;font-weight:normal;left:219.728px;top:96.7px;"><div style="display:inline-block;width:3.52px"> </div>million in debt securities, less $</div><div id="a43873_68_3" style="position:absolute;font-weight:normal;left:400.528px;top:96.7px;">140 </div><div id="a43873_71_29" style="position:absolute;font-weight:normal;left:421.648px;top:96.7px;"><div style="display:inline-block;width:3.52px"> </div>million for the accumulated </div><div id="a43875" style="position:absolute;font-weight:normal;left:28.688px;top:112.7px;">benefit obligation covered by the contract.<div style="display:inline-block;width:5.67px"> </div>At December 31, 2018, the participating interest<div style="display:inline-block;width:2.02px"> </div>in the </div><div id="a43880" style="position:absolute;font-weight:normal;left:28.688px;top:128.8px;">annuity contract was valued at $</div><div id="a43880_32_2" style="position:absolute;font-weight:normal;left:209.488px;top:128.8px;">84 </div><div id="a43880_34_27" style="position:absolute;font-weight:normal;left:223.568px;top:128.8px;"><div style="display:inline-block;width:3.52px"> </div>million and consisted of $</div><div id="a43880_61_3" style="position:absolute;font-weight:normal;left:372.595px;top:128.8px;">228 </div><div id="a43880_64_35" style="position:absolute;font-weight:normal;left:393.715px;top:128.8px;"><div style="display:inline-block;width:3.52px"> </div>million in debt securities, less<div style="display:inline-block;width:2.16px"> </div>$</div><div id="a43880_99_4" style="position:absolute;font-weight:normal;left:574.195px;top:128.8px;">144 </div><div id="a43883" style="position:absolute;font-weight:normal;left:28.688px;top:144.8px;">million for the accumulated benefit obligation<div style="display:inline-block;width:2.05px"> </div>covered by the contract.<div style="display:inline-block;width:6.18px"> </div>The net change from 2018 to </div><div id="a43887" style="position:absolute;font-weight:normal;left:28.688px;top:161px;">2019 is due to an increase in the fair value of the<div style="display:inline-block;width:2.13px"> </div>underlying investments of $</div><div id="a43887_79_1" style="position:absolute;font-weight:normal;left:461.689px;top:161px;">7 </div><div id="a43887_80_21" style="position:absolute;font-weight:normal;left:468.569px;top:161px;"><div style="display:inline-block;width:3.52px"> </div>million offset by a </div><div id="a43896" style="position:absolute;font-weight:normal;left:28.688px;top:177.1px;">decrease in the present value of the contract obligation<div style="display:inline-block;width:2px"> </div>of $</div><div id="a43896_61_1" style="position:absolute;font-weight:normal;left:360.048px;top:177.1px;">4 </div><div id="a43896_62_45" style="position:absolute;font-weight:normal;left:367.088px;top:177.1px;"><div style="display:inline-block;width:3.52px"> </div>million.<div style="display:inline-block;width:6.68px"> </div>The participating interest is not </div><div id="a43897" style="position:absolute;font-weight:normal;left:28.688px;top:193.1px;">available for meeting general pension benefit<div style="display:inline-block;width:2.13px"> </div>obligations in the near term.<div style="display:inline-block;width:6.19px"> </div>No future company </div><div id="a43899" style="position:absolute;font-weight:normal;left:28.688px;top:209.3px;">contributions are required and no new benefits<div style="display:inline-block;width:2.04px"> </div>are being accrued under this insurance annuity </div><div id="a43901" style="position:absolute;font-weight:normal;left:28.688px;top:225.5px;">contract. </div></div><div id="TextBlockContainer971" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:642px;height:441px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a43904" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">The fair values of our pension plan assets at<div style="display:inline-block;width:2.01px"> </div>December 31, by asset class were as follows: </div><div id="a43929" style="position:absolute;font-size:12px;font-weight:normal;left:379.155px;top:27.2px;">Millions of Dollars </div><div id="a43934" style="position:absolute;font-size:12px;font-weight:normal;left:312.568px;top:41.7px;">U.S. </div><div id="a43937" style="position:absolute;font-size:12px;font-weight:normal;left:500.595px;top:41.7px;">International </div><div id="a43943" style="position:absolute;font-size:12px;font-weight:normal;left:236.408px;top:56.5px;">Level 1 </div><div id="a43946" style="position:absolute;font-size:12px;font-weight:normal;left:287.448px;top:56.5px;">Level 2 </div><div id="a43949" style="position:absolute;font-size:12px;font-weight:normal;left:338.488px;top:56.5px;">Level 3 </div><div id="a43952" style="position:absolute;font-size:12px;font-weight:normal;left:400.435px;top:56.5px;">Total </div><div id="a43955" style="position:absolute;font-size:12px;font-weight:normal;left:440.435px;top:56.5px;">Level 1 </div><div id="a43958" style="position:absolute;font-size:12px;font-weight:normal;left:491.475px;top:56.5px;">Level 2 </div><div id="a43961" style="position:absolute;font-size:12px;font-weight:normal;left:542.555px;top:56.5px;">Level 3 </div><div id="a43963" style="position:absolute;font-size:12px;font-weight:normal;left:604.635px;top:56.5px;">Total </div><div id="a43965" style="position:absolute;font-size:12px;font-weight:bold;left:4.693px;top:71px;">2019 </div><div id="a43983" style="position:absolute;font-size:12px;font-weight:normal;left:4.693px;top:84.9px;">Equity securities </div><div id="a44002" style="position:absolute;font-size:12px;font-weight:normal;left:14.773px;top:99px;">U.S. </div><div id="a44004" style="position:absolute;font-size:12px;font-weight:bold;left:220.728px;top:99px;">$ </div><div id="a44006" style="position:absolute;font-size:12px;font-weight:bold;left:256.728px;top:99px;">94 </div><div id="a44009" style="position:absolute;font-size:12px;font-weight:bold;left:315.768px;top:99px;">- </div><div id="a44012" style="position:absolute;font-size:12px;font-weight:bold;left:364.755px;top:99px;">7 </div><div id="a44015" style="position:absolute;font-size:12px;font-weight:bold;left:403.635px;top:99px;">101 </div><div id="a44018" style="position:absolute;font-size:12px;font-weight:bold;left:454.675px;top:99px;">435 </div><div id="a44021" style="position:absolute;font-size:12px;font-weight:bold;left:519.795px;top:99px;">- </div><div id="a44024" style="position:absolute;font-size:12px;font-weight:bold;left:570.875px;top:99px;">- </div><div id="a44027" style="position:absolute;font-size:12px;font-weight:bold;left:607.675px;top:99px;">435 </div><div id="a44030" style="position:absolute;font-size:12px;font-weight:normal;left:14.773px;top:113.6px;">International </div><div id="a44033" style="position:absolute;font-size:12px;font-weight:bold;left:256.728px;top:113.6px;">98 </div><div id="a44036" style="position:absolute;font-size:12px;font-weight:bold;left:315.768px;top:113.6px;">- </div><div id="a44039" style="position:absolute;font-size:12px;font-weight:bold;left:366.835px;top:113.6px;">- </div><div id="a44042" style="position:absolute;font-size:12px;font-weight:bold;left:409.715px;top:113.6px;">98 </div><div id="a44045" style="position:absolute;font-size:12px;font-weight:bold;left:454.675px;top:113.6px;">266 </div><div id="a44048" style="position:absolute;font-size:12px;font-weight:bold;left:519.795px;top:113.6px;">- </div><div id="a44051" style="position:absolute;font-size:12px;font-weight:bold;left:570.875px;top:113.6px;">- </div><div id="a44054" style="position:absolute;font-size:12px;font-weight:bold;left:607.675px;top:113.6px;">266 </div><div id="a44057" style="position:absolute;font-size:12px;font-weight:normal;left:14.773px;top:128.3px;">Mutual funds </div><div id="a44060" style="position:absolute;font-size:12px;font-weight:bold;left:256.728px;top:128.3px;">93 </div><div id="a44063" style="position:absolute;font-size:12px;font-weight:bold;left:315.768px;top:128.3px;">- </div><div id="a44066" style="position:absolute;font-size:12px;font-weight:bold;left:366.835px;top:128.3px;">- </div><div id="a44069" style="position:absolute;font-size:12px;font-weight:bold;left:409.715px;top:128.3px;">93 </div><div id="a44072" style="position:absolute;font-size:12px;font-weight:bold;left:454.675px;top:128.3px;">245 </div><div id="a44075" style="position:absolute;font-size:12px;font-weight:bold;left:505.715px;top:128.3px;">267 </div><div id="a44078" style="position:absolute;font-size:12px;font-weight:bold;left:570.875px;top:128.3px;">- </div><div id="a44081" style="position:absolute;font-size:12px;font-weight:bold;left:607.675px;top:128.3px;">512 </div><div id="a44083" style="position:absolute;font-size:12px;font-weight:normal;left:4.693px;top:143px;">Debt securities </div><div id="a44102" style="position:absolute;font-size:12px;font-weight:normal;left:14.773px;top:156.9px;">Government </div><div id="a44105" style="position:absolute;font-size:12px;font-weight:bold;left:264.728px;top:156.9px;">- </div><div id="a44108" style="position:absolute;font-size:12px;font-weight:bold;left:315.768px;top:156.9px;">- </div><div id="a44111" style="position:absolute;font-size:12px;font-weight:bold;left:366.835px;top:156.9px;">- </div><div id="a44114" style="position:absolute;font-size:12px;font-weight:bold;left:417.715px;top:156.9px;">- </div><div id="a44117" style="position:absolute;font-size:12px;font-weight:bold;left:445.715px;top:156.9px;">1,412 </div><div id="a44120" style="position:absolute;font-size:12px;font-weight:bold;left:519.795px;top:156.9px;">- </div><div id="a44123" style="position:absolute;font-size:12px;font-weight:bold;left:570.875px;top:156.9px;">- </div><div id="a44126" style="position:absolute;font-size:12px;font-weight:bold;left:598.715px;top:156.9px;">1,412 </div><div id="a44129" style="position:absolute;font-size:12px;font-weight:normal;left:14.773px;top:171.7px;">Corporate </div><div id="a44132" style="position:absolute;font-size:12px;font-weight:bold;left:264.728px;top:171.7px;">- </div><div id="a44135" style="position:absolute;font-size:12px;font-weight:bold;left:313.688px;top:171.7px;">2 </div><div id="a44138" style="position:absolute;font-size:12px;font-weight:bold;left:366.835px;top:171.7px;">- </div><div id="a44141" style="position:absolute;font-size:12px;font-weight:bold;left:415.635px;top:171.7px;">2 </div><div id="a44144" style="position:absolute;font-size:12px;font-weight:bold;left:468.755px;top:171.7px;">- </div><div id="a44147" style="position:absolute;font-size:12px;font-weight:bold;left:519.795px;top:171.7px;">- </div><div id="a44150" style="position:absolute;font-size:12px;font-weight:bold;left:570.875px;top:171.7px;">- </div><div id="a44153" style="position:absolute;font-size:12px;font-weight:bold;left:621.755px;top:171.7px;">- </div><div id="a44156" style="position:absolute;font-size:12px;font-weight:normal;left:14.773px;top:186.2px;">Mutual funds </div><div id="a44159" style="position:absolute;font-size:12px;font-weight:bold;left:264.728px;top:186.2px;">- </div><div id="a44162" style="position:absolute;font-size:12px;font-weight:bold;left:315.768px;top:186.2px;">- </div><div id="a44165" style="position:absolute;font-size:12px;font-weight:bold;left:366.835px;top:186.2px;">- </div><div id="a44168" style="position:absolute;font-size:12px;font-weight:bold;left:417.715px;top:186.2px;">- </div><div id="a44171" style="position:absolute;font-size:12px;font-weight:bold;left:454.675px;top:186.2px;">392 </div><div id="a44174" style="position:absolute;font-size:12px;font-weight:bold;left:519.795px;top:186.2px;">- </div><div id="a44177" style="position:absolute;font-size:12px;font-weight:bold;left:570.875px;top:186.2px;">- </div><div id="a44180" style="position:absolute;font-size:12px;font-weight:bold;left:607.675px;top:186.2px;">392 </div><div id="a44182" style="position:absolute;font-size:12px;font-weight:normal;left:4.693px;top:200.9px;">Cash and cash equivalents </div><div id="a44185" style="position:absolute;font-size:12px;font-weight:bold;left:264.728px;top:200.9px;">- </div><div id="a44188" style="position:absolute;font-size:12px;font-weight:bold;left:315.768px;top:200.9px;">- </div><div id="a44191" style="position:absolute;font-size:12px;font-weight:bold;left:366.835px;top:200.9px;">- </div><div id="a44194" style="position:absolute;font-size:12px;font-weight:bold;left:417.715px;top:200.9px;">- </div><div id="a44197" style="position:absolute;font-size:12px;font-weight:bold;left:460.755px;top:200.9px;">98 </div><div id="a44200" style="position:absolute;font-size:12px;font-weight:bold;left:519.795px;top:200.9px;">- </div><div id="a44203" style="position:absolute;font-size:12px;font-weight:bold;left:570.875px;top:200.9px;">- </div><div id="a44206" style="position:absolute;font-size:12px;font-weight:bold;left:613.755px;top:200.9px;">98 </div><div id="a44208" style="position:absolute;font-size:12px;font-weight:normal;left:4.693px;top:214.9px;">Derivatives </div><div id="a44211" style="position:absolute;font-size:12px;font-weight:bold;left:264.728px;top:214.9px;">- </div><div id="a44214" style="position:absolute;font-size:12px;font-weight:bold;left:315.768px;top:214.9px;">- </div><div id="a44217" style="position:absolute;font-size:12px;font-weight:bold;left:366.835px;top:214.9px;">- </div><div id="a44220" style="position:absolute;font-size:12px;font-weight:bold;left:417.715px;top:214.9px;">- </div><div id="a44223" style="position:absolute;font-size:12px;font-weight:bold;left:460.755px;top:214.9px;">11 </div><div id="a44226" style="position:absolute;font-size:12px;font-weight:bold;left:519.795px;top:214.9px;">- </div><div id="a44229" style="position:absolute;font-size:12px;font-weight:bold;left:570.875px;top:214.9px;">- </div><div id="a44232" style="position:absolute;font-size:12px;font-weight:bold;left:613.755px;top:214.9px;">11 </div><div id="a44234" style="position:absolute;font-size:12px;font-weight:normal;left:4.693px;top:229px;">Real estate </div><div id="a44237" style="position:absolute;font-size:12px;font-weight:bold;left:264.728px;top:229px;">- </div><div id="a44240" style="position:absolute;font-size:12px;font-weight:bold;left:315.768px;top:229px;">- </div><div id="a44243" style="position:absolute;font-size:12px;font-weight:bold;left:366.835px;top:229px;">- </div><div id="a44246" style="position:absolute;font-size:12px;font-weight:bold;left:417.715px;top:229px;">- </div><div id="a44249" style="position:absolute;font-size:12px;font-weight:bold;left:468.755px;top:229px;">- </div><div id="a44252" style="position:absolute;font-size:12px;font-weight:bold;left:519.795px;top:229px;">- </div><div id="a44255" style="position:absolute;font-size:12px;font-weight:bold;left:556.795px;top:229px;">132 </div><div id="a44258" style="position:absolute;font-size:12px;font-weight:bold;left:607.675px;top:229px;">132 </div><div id="a44262" style="position:absolute;font-size:12px;font-weight:normal;left:24.693px;top:243.5px;">Total in fair value hierarchy </div><div id="a44264" style="position:absolute;font-size:12px;font-weight:bold;left:220.728px;top:243.5px;">$ </div><div id="a44266" style="position:absolute;font-size:12px;font-weight:bold;left:250.648px;top:243.5px;">285 </div><div id="a44269" style="position:absolute;font-size:12px;font-weight:bold;left:313.688px;top:243.5px;">2 </div><div id="a44272" style="position:absolute;font-size:12px;font-weight:bold;left:364.755px;top:243.5px;">7 </div><div id="a44275" style="position:absolute;font-size:12px;font-weight:bold;left:403.635px;top:243.5px;">294 </div><div id="a44278" style="position:absolute;font-size:12px;font-weight:bold;left:445.715px;top:243.5px;">2,859 </div><div id="a44281" style="position:absolute;font-size:12px;font-weight:bold;left:505.715px;top:243.5px;">267 </div><div id="a44284" style="position:absolute;font-size:12px;font-weight:bold;left:556.795px;top:243.5px;">132 </div><div id="a44287" style="position:absolute;font-size:12px;font-weight:bold;left:598.715px;top:243.5px;">3,258 </div><div id="a44308" style="position:absolute;font-size:12px;font-weight:normal;left:4.693px;top:275.5px;">Investments measured at net asset value* </div><div id="a44326" style="position:absolute;font-size:12px;font-weight:normal;left:4.693px;top:289.4px;">Equity securities </div><div id="a44345" style="position:absolute;font-size:12px;font-weight:normal;left:14.773px;top:303.5px;">Common/collective trusts </div><div id="a44347" style="position:absolute;font-size:12px;font-weight:bold;left:220.728px;top:303.5px;">$ </div><div id="a44349" style="position:absolute;font-size:12px;font-weight:bold;left:264.728px;top:303.5px;">- </div><div id="a44352" style="position:absolute;font-size:12px;font-weight:bold;left:315.768px;top:303.5px;">- </div><div id="a44355" style="position:absolute;font-size:12px;font-weight:bold;left:366.835px;top:303.5px;">- </div><div id="a44358" style="position:absolute;font-size:12px;font-weight:bold;left:403.635px;top:303.5px;">457 </div><div id="a44361" style="position:absolute;font-size:12px;font-weight:bold;left:468.755px;top:303.5px;">- </div><div id="a44364" style="position:absolute;font-size:12px;font-weight:bold;left:519.795px;top:303.5px;">- </div><div id="a44367" style="position:absolute;font-size:12px;font-weight:bold;left:570.875px;top:303.5px;">- </div><div id="a44370" style="position:absolute;font-size:12px;font-weight:bold;left:607.675px;top:303.5px;">167 </div><div id="a44372" style="position:absolute;font-size:12px;font-weight:normal;left:4.693px;top:317.4px;">Debt securities </div><div id="a44391" style="position:absolute;font-size:12px;font-weight:normal;left:14.773px;top:331.5px;">Common/collective trusts </div><div id="a44394" style="position:absolute;font-size:12px;font-weight:bold;left:264.728px;top:331.5px;">- </div><div id="a44397" style="position:absolute;font-size:12px;font-weight:bold;left:315.768px;top:331.5px;">- </div><div id="a44400" style="position:absolute;font-size:12px;font-weight:bold;left:366.835px;top:331.5px;">- </div><div id="a44403" style="position:absolute;font-size:12px;font-weight:bold;left:403.635px;top:331.5px;">637 </div><div id="a44406" style="position:absolute;font-size:12px;font-weight:bold;left:468.755px;top:331.5px;">- </div><div id="a44409" style="position:absolute;font-size:12px;font-weight:bold;left:519.795px;top:331.5px;">- </div><div id="a44412" style="position:absolute;font-size:12px;font-weight:bold;left:570.875px;top:331.5px;">- </div><div id="a44415" style="position:absolute;font-size:12px;font-weight:bold;left:607.675px;top:331.5px;">760 </div><div id="a44417" style="position:absolute;font-size:12px;font-weight:normal;left:4.693px;top:345.4px;">Cash and cash equivalents </div><div id="a44420" style="position:absolute;font-size:12px;font-weight:bold;left:264.728px;top:345.4px;">- </div><div id="a44423" style="position:absolute;font-size:12px;font-weight:bold;left:315.768px;top:345.4px;">- </div><div id="a44426" style="position:absolute;font-size:12px;font-weight:bold;left:366.835px;top:345.4px;">- </div><div id="a44429" style="position:absolute;font-size:12px;font-weight:bold;left:409.715px;top:345.4px;">25 </div><div id="a44432" style="position:absolute;font-size:12px;font-weight:bold;left:468.755px;top:345.4px;">- </div><div id="a44435" style="position:absolute;font-size:12px;font-weight:bold;left:519.795px;top:345.4px;">- </div><div id="a44438" style="position:absolute;font-size:12px;font-weight:bold;left:570.875px;top:345.4px;">- </div><div id="a44441" style="position:absolute;font-size:12px;font-weight:bold;left:621.755px;top:345.4px;">- </div><div id="a44443" style="position:absolute;font-size:12px;font-weight:normal;left:4.693px;top:359.5px;">Real estate </div><div id="a44446" style="position:absolute;font-size:12px;font-weight:bold;left:264.728px;top:359.5px;">- </div><div id="a44449" style="position:absolute;font-size:12px;font-weight:bold;left:315.768px;top:359.5px;">- </div><div id="a44452" style="position:absolute;font-size:12px;font-weight:bold;left:366.835px;top:359.5px;">- </div><div id="a44455" style="position:absolute;font-size:12px;font-weight:bold;left:409.715px;top:359.5px;">83 </div><div id="a44458" style="position:absolute;font-size:12px;font-weight:bold;left:468.755px;top:359.5px;">- </div><div id="a44461" style="position:absolute;font-size:12px;font-weight:bold;left:519.795px;top:359.5px;">- </div><div id="a44464" style="position:absolute;font-size:12px;font-weight:bold;left:570.875px;top:359.5px;">- </div><div id="a44467" style="position:absolute;font-size:12px;font-weight:bold;left:607.675px;top:359.5px;">112 </div><div id="a44469" style="position:absolute;font-size:12px;font-weight:normal;left:4.693px;top:374.1px;">Total** </div><div id="a44471" style="position:absolute;font-size:12px;font-weight:bold;left:220.728px;top:374.1px;">$ </div><div id="a44473" style="position:absolute;font-size:12px;font-weight:bold;left:250.648px;top:374.1px;">285 </div><div id="a44476" style="position:absolute;font-size:12px;font-weight:bold;left:313.688px;top:374.1px;">2 </div><div id="a44479" style="position:absolute;font-size:12px;font-weight:bold;left:364.755px;top:374.1px;">7 </div><div id="a44482" style="position:absolute;font-size:12px;font-weight:bold;left:394.675px;top:374.1px;">1,496 </div><div id="a44485" style="position:absolute;font-size:12px;font-weight:bold;left:445.715px;top:374.1px;">2,859 </div><div id="a44488" style="position:absolute;font-size:12px;font-weight:bold;left:505.715px;top:374.1px;">267 </div><div id="a44491" style="position:absolute;font-size:12px;font-weight:bold;left:556.795px;top:374.1px;">132 </div><div id="a44494" style="position:absolute;font-size:12px;font-weight:bold;left:598.715px;top:374.1px;">4,297 </div><div id="a44496" style="position:absolute;font-size:10.72px;font-weight:normal;font-style:italic;left:4.693px;top:391.1px;"><div style="display:inline-block;width:8px"> </div>*In accordance with FASB ASC Topic<div style="display:inline-block;width:4.56px"> </div>715, “Compensation—Retirement Benefits,” certain investments that are to be measured at fair value<div style="display:inline-block;width:4.25px"> </div></div><div id="a44501" style="position:absolute;font-size:10.72px;font-weight:normal;font-style:italic;left:4.693px;top:403.4px;"><div style="display:inline-block;width:13.44px"> </div>using the net asset value per share (or its equivalent) practical expedient<div style="display:inline-block;width:1.27px"> </div>have not been classified in the fair value hierarchy.<div style="display:inline-block;width:5.37px"> </div>The fair value<div style="display:inline-block;width:7.58px"> </div></div><div id="a44505" style="position:absolute;font-size:10.72px;font-weight:normal;font-style:italic;left:4.693px;top:415.7px;"><div style="display:inline-block;width:13.44px"> </div>amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Change in </div><div id="a44510" style="position:absolute;font-size:10.72px;font-weight:normal;font-style:italic;left:4.693px;top:427.9px;"><div style="display:inline-block;width:13.44px"> </div>Fair Value of Plan Assets. </div></div><div id="TextBlockContainer974" style="position:relative;font-family:Times New Roman;font-size:10.72px;color:#000000;line-height:normal;width:733px;height:25px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a44513_1_93" style="position:absolute;font-weight:normal;font-style:italic;left:6.293px;top:0px;">**Excludes the participating interest in the insurance annuity contract with a<div style="display:inline-block;width:1.33px"> </div>net asset of $</div><div id="a44513_94_2" style="position:absolute;font-size:10.72px;font-weight:normal;font-style:italic;left:396.214px;top:0px;">95 </div><div id="a44513_96_93" style="position:absolute;font-weight:normal;font-style:italic;left:406.995px;top:0px;"><div style="display:inline-block;width:2.72px"> </div>million and net receivables related to security<div style="display:inline-block;width:119.58px"> </div></div><div id="a44519" style="position:absolute;font-weight:normal;font-style:italic;left:3.573px;top:12.4px;"><div style="display:inline-block;width:10.72px"> </div>transactions of $</div><div id="a44519_21_1" style="position:absolute;font-size:10.72px;font-weight:normal;font-style:italic;left:85.973px;top:12.4px;">9 </div><div id="a44519_22_10" style="position:absolute;font-weight:normal;font-style:italic;left:91.413px;top:12.4px;"><div style="display:inline-block;width:2.72px"> </div>million. </div></div><div id="TextBlockContainer977" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:642px;height:455px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a44526" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">The fair values of our pension plan assets at<div style="display:inline-block;width:2.01px"> </div>December 31, by asset class were as follows: </div><div id="a44551" style="position:absolute;font-size:12px;font-weight:normal;left:379.155px;top:27.2px;">Millions of Dollars </div><div id="a44556" style="position:absolute;font-size:12px;font-weight:normal;left:312.568px;top:41.6px;">U.S. </div><div id="a44559" style="position:absolute;font-size:12px;font-weight:normal;left:500.595px;top:41.6px;">International </div><div id="a44565" style="position:absolute;font-size:12px;font-weight:normal;left:236.408px;top:56.5px;">Level 1 </div><div id="a44568" style="position:absolute;font-size:12px;font-weight:normal;left:287.448px;top:56.5px;">Level 2 </div><div id="a44571" style="position:absolute;font-size:12px;font-weight:normal;left:338.488px;top:56.5px;">Level 3 </div><div id="a44574" style="position:absolute;font-size:12px;font-weight:normal;left:400.435px;top:56.5px;">Total </div><div id="a44577" style="position:absolute;font-size:12px;font-weight:normal;left:440.435px;top:56.5px;">Level 1 </div><div id="a44580" style="position:absolute;font-size:12px;font-weight:normal;left:491.475px;top:56.5px;">Level 2 </div><div id="a44583" style="position:absolute;font-size:12px;font-weight:normal;left:542.555px;top:56.5px;">Level 3 </div><div id="a44585" style="position:absolute;font-size:12px;font-weight:normal;left:604.635px;top:56.5px;">Total </div><div id="a44587" style="position:absolute;font-size:12px;font-weight:normal;left:4.693px;top:71px;">2018 </div><div id="a44605" style="position:absolute;font-size:12px;font-weight:normal;left:4.693px;top:85px;">Equity securities </div><div id="a44624" style="position:absolute;font-size:12px;font-weight:normal;left:14.773px;top:99px;">U.S. </div><div id="a44626" style="position:absolute;font-size:12px;font-weight:normal;left:220.728px;top:99px;">$ </div><div id="a44628" style="position:absolute;font-size:12px;font-weight:normal;left:256.728px;top:99px;">74 </div><div id="a44631" style="position:absolute;font-size:12px;font-weight:normal;left:315.768px;top:99px;">- </div><div id="a44634" style="position:absolute;font-size:12px;font-weight:normal;left:358.835px;top:99px;">20 </div><div id="a44637" style="position:absolute;font-size:12px;font-weight:normal;left:409.715px;top:99px;">94 </div><div id="a44640" style="position:absolute;font-size:12px;font-weight:normal;left:454.675px;top:99px;">371 </div><div id="a44643" style="position:absolute;font-size:12px;font-weight:normal;left:519.795px;top:99px;">- </div><div id="a44646" style="position:absolute;font-size:12px;font-weight:normal;left:570.875px;top:99px;">- </div><div id="a44649" style="position:absolute;font-size:12px;font-weight:normal;left:607.675px;top:99px;">371 </div><div id="a44652" style="position:absolute;font-size:12px;font-weight:normal;left:14.773px;top:113.6px;">International </div><div id="a44655" style="position:absolute;font-size:12px;font-weight:normal;left:256.728px;top:113.6px;">80 </div><div id="a44658" style="position:absolute;font-size:12px;font-weight:normal;left:315.768px;top:113.6px;">- </div><div id="a44661" style="position:absolute;font-size:12px;font-weight:normal;left:366.835px;top:113.6px;">- </div><div id="a44664" style="position:absolute;font-size:12px;font-weight:normal;left:409.715px;top:113.6px;">80 </div><div id="a44667" style="position:absolute;font-size:12px;font-weight:normal;left:454.675px;top:113.6px;">241 </div><div id="a44670" style="position:absolute;font-size:12px;font-weight:normal;left:519.795px;top:113.6px;">- </div><div id="a44673" style="position:absolute;font-size:12px;font-weight:normal;left:570.875px;top:113.6px;">- </div><div id="a44676" style="position:absolute;font-size:12px;font-weight:normal;left:607.675px;top:113.6px;">241 </div><div id="a44679" style="position:absolute;font-size:12px;font-weight:normal;left:14.773px;top:128.3px;">Mutual funds </div><div id="a44682" style="position:absolute;font-size:12px;font-weight:normal;left:256.728px;top:128.3px;">76 </div><div id="a44685" style="position:absolute;font-size:12px;font-weight:normal;left:315.768px;top:128.3px;">- </div><div id="a44688" style="position:absolute;font-size:12px;font-weight:normal;left:366.835px;top:128.3px;">- </div><div id="a44691" style="position:absolute;font-size:12px;font-weight:normal;left:409.715px;top:128.3px;">76 </div><div id="a44694" style="position:absolute;font-size:12px;font-weight:normal;left:454.675px;top:128.3px;">213 </div><div id="a44697" style="position:absolute;font-size:12px;font-weight:normal;left:505.715px;top:128.3px;">181 </div><div id="a44700" style="position:absolute;font-size:12px;font-weight:normal;left:570.875px;top:128.3px;">- </div><div id="a44703" style="position:absolute;font-size:12px;font-weight:normal;left:607.675px;top:128.3px;">394 </div><div id="a44705" style="position:absolute;font-size:12px;font-weight:normal;left:4.693px;top:142.9px;">Debt securities </div><div id="a44724" style="position:absolute;font-size:12px;font-weight:normal;left:14.773px;top:157px;">Government </div><div id="a44727" style="position:absolute;font-size:12px;font-weight:normal;left:264.728px;top:157px;">- </div><div id="a44730" style="position:absolute;font-size:12px;font-weight:normal;left:315.768px;top:157px;">- </div><div id="a44733" style="position:absolute;font-size:12px;font-weight:normal;left:366.835px;top:157px;">- </div><div id="a44736" style="position:absolute;font-size:12px;font-weight:normal;left:417.715px;top:157px;">- </div><div id="a44739" style="position:absolute;font-size:12px;font-weight:normal;left:454.675px;top:157px;">889 </div><div id="a44742" style="position:absolute;font-size:12px;font-weight:normal;left:519.795px;top:157px;">- </div><div id="a44745" style="position:absolute;font-size:12px;font-weight:normal;left:570.875px;top:157px;">- </div><div id="a44748" style="position:absolute;font-size:12px;font-weight:normal;left:607.675px;top:157px;">889 </div><div id="a44751" style="position:absolute;font-size:12px;font-weight:normal;left:14.773px;top:171.5px;">Corporate </div><div id="a44754" style="position:absolute;font-size:12px;font-weight:normal;left:264.728px;top:171.5px;">- </div><div id="a44757" style="position:absolute;font-size:12px;font-weight:normal;left:313.688px;top:171.5px;">2 </div><div id="a44760" style="position:absolute;font-size:12px;font-weight:normal;left:366.835px;top:171.5px;">- </div><div id="a44763" style="position:absolute;font-size:12px;font-weight:normal;left:415.635px;top:171.5px;">2 </div><div id="a44766" style="position:absolute;font-size:12px;font-weight:normal;left:468.755px;top:171.5px;">- </div><div id="a44769" style="position:absolute;font-size:12px;font-weight:normal;left:519.795px;top:171.5px;">- </div><div id="a44772" style="position:absolute;font-size:12px;font-weight:normal;left:570.875px;top:171.5px;">- </div><div id="a44775" style="position:absolute;font-size:12px;font-weight:normal;left:621.755px;top:171.5px;">- </div><div id="a44778" style="position:absolute;font-size:12px;font-weight:normal;left:14.773px;top:186.2px;">Mutual funds </div><div id="a44781" style="position:absolute;font-size:12px;font-weight:normal;left:264.728px;top:186.2px;">- </div><div id="a44784" style="position:absolute;font-size:12px;font-weight:normal;left:315.768px;top:186.2px;">- </div><div id="a44787" style="position:absolute;font-size:12px;font-weight:normal;left:366.835px;top:186.2px;">- </div><div id="a44790" style="position:absolute;font-size:12px;font-weight:normal;left:417.715px;top:186.2px;">- </div><div id="a44793" style="position:absolute;font-size:12px;font-weight:normal;left:454.675px;top:186.2px;">363 </div><div id="a44796" style="position:absolute;font-size:12px;font-weight:normal;left:519.795px;top:186.2px;">- </div><div id="a44799" style="position:absolute;font-size:12px;font-weight:normal;left:570.875px;top:186.2px;">- </div><div id="a44802" style="position:absolute;font-size:12px;font-weight:normal;left:607.675px;top:186.2px;">363 </div><div id="a44804" style="position:absolute;font-size:12px;font-weight:normal;left:4.693px;top:201px;">Cash and cash equivalents </div><div id="a44807" style="position:absolute;font-size:12px;font-weight:normal;left:264.728px;top:201px;">- </div><div id="a44810" style="position:absolute;font-size:12px;font-weight:normal;left:315.768px;top:201px;">- </div><div id="a44813" style="position:absolute;font-size:12px;font-weight:normal;left:366.835px;top:201px;">- </div><div id="a44816" style="position:absolute;font-size:12px;font-weight:normal;left:417.715px;top:201px;">- </div><div id="a44819" style="position:absolute;font-size:12px;font-weight:normal;left:460.755px;top:201px;">71 </div><div id="a44822" style="position:absolute;font-size:12px;font-weight:normal;left:519.795px;top:201px;">- </div><div id="a44825" style="position:absolute;font-size:12px;font-weight:normal;left:570.875px;top:201px;">- </div><div id="a44828" style="position:absolute;font-size:12px;font-weight:normal;left:613.755px;top:201px;">71 </div><div id="a44830" style="position:absolute;font-size:12px;font-weight:normal;left:4.693px;top:214.9px;">Time deposits </div><div id="a44833" style="position:absolute;font-size:12px;font-weight:normal;left:264.728px;top:214.9px;">- </div><div id="a44836" style="position:absolute;font-size:12px;font-weight:normal;left:315.768px;top:214.9px;">- </div><div id="a44839" style="position:absolute;font-size:12px;font-weight:normal;left:366.835px;top:214.9px;">- </div><div id="a44842" style="position:absolute;font-size:12px;font-weight:normal;left:417.715px;top:214.9px;">- </div><div id="a44845" style="position:absolute;font-size:12px;font-weight:normal;left:466.675px;top:214.9px;">6 </div><div id="a44848" style="position:absolute;font-size:12px;font-weight:normal;left:519.795px;top:214.9px;">- </div><div id="a44851" style="position:absolute;font-size:12px;font-weight:normal;left:570.875px;top:214.9px;">- </div><div id="a44854" style="position:absolute;font-size:12px;font-weight:normal;left:619.675px;top:214.9px;">6 </div><div id="a44856" style="position:absolute;font-size:12px;font-weight:normal;left:4.693px;top:229px;">Derivatives </div><div id="a44859" style="position:absolute;font-size:12px;font-weight:normal;left:264.728px;top:229px;">- </div><div id="a44862" style="position:absolute;font-size:12px;font-weight:normal;left:315.768px;top:229px;">- </div><div id="a44865" style="position:absolute;font-size:12px;font-weight:normal;left:366.835px;top:229px;">- </div><div id="a44868" style="position:absolute;font-size:12px;font-weight:normal;left:417.715px;top:229px;">- </div><div id="a44871" style="position:absolute;font-size:12px;font-weight:normal;left:456.755px;top:229px;">(17) </div><div id="a44874" style="position:absolute;font-size:12px;font-weight:normal;left:519.795px;top:229px;">- </div><div id="a44877" style="position:absolute;font-size:12px;font-weight:normal;left:570.875px;top:229px;">- </div><div id="a44880" style="position:absolute;font-size:12px;font-weight:normal;left:609.755px;top:229px;">(17) </div><div id="a44882" style="position:absolute;font-size:12px;font-weight:normal;left:4.693px;top:242.9px;">Real estate </div><div id="a44885" style="position:absolute;font-size:12px;font-weight:normal;left:264.728px;top:242.9px;">- </div><div id="a44888" style="position:absolute;font-size:12px;font-weight:normal;left:315.768px;top:242.9px;">- </div><div id="a44891" style="position:absolute;font-size:12px;font-weight:normal;left:366.835px;top:242.9px;">- </div><div id="a44894" style="position:absolute;font-size:12px;font-weight:normal;left:417.715px;top:242.9px;">- </div><div id="a44897" style="position:absolute;font-size:12px;font-weight:normal;left:468.755px;top:242.9px;">- </div><div id="a44900" style="position:absolute;font-size:12px;font-weight:normal;left:519.795px;top:242.9px;">- </div><div id="a44903" style="position:absolute;font-size:12px;font-weight:normal;left:556.795px;top:242.9px;">124 </div><div id="a44906" style="position:absolute;font-size:12px;font-weight:normal;left:607.675px;top:242.9px;">124 </div><div id="a44910" style="position:absolute;font-size:12px;font-weight:normal;left:24.693px;top:257.6px;">Total in fair value hierarchy </div><div id="a44912" style="position:absolute;font-size:12px;font-weight:normal;left:220.728px;top:257.6px;">$ </div><div id="a44914" style="position:absolute;font-size:12px;font-weight:normal;left:250.648px;top:257.6px;">230 </div><div id="a44917" style="position:absolute;font-size:12px;font-weight:normal;left:313.688px;top:257.6px;">2 </div><div id="a44920" style="position:absolute;font-size:12px;font-weight:normal;left:358.835px;top:257.6px;">20 </div><div id="a44923" style="position:absolute;font-size:12px;font-weight:normal;left:403.635px;top:257.6px;">252 </div><div id="a44926" style="position:absolute;font-size:12px;font-weight:normal;left:445.715px;top:257.6px;">2,137 </div><div id="a44929" style="position:absolute;font-size:12px;font-weight:normal;left:505.715px;top:257.6px;">181 </div><div id="a44932" style="position:absolute;font-size:12px;font-weight:normal;left:556.795px;top:257.6px;">124 </div><div id="a44935" style="position:absolute;font-size:12px;font-weight:normal;left:598.715px;top:257.6px;">2,442 </div><div id="a44956" style="position:absolute;font-size:12px;font-weight:normal;left:4.693px;top:289.5px;">Investments measured at net asset value* </div><div id="a44974" style="position:absolute;font-size:12px;font-weight:normal;left:4.693px;top:303.6px;">Equity securities </div><div id="a44993" style="position:absolute;font-size:12px;font-weight:normal;left:14.773px;top:317.5px;">Common/collective trusts </div><div id="a44995" style="position:absolute;font-size:12px;font-weight:normal;left:220.728px;top:317.5px;">$ </div><div id="a44997" style="position:absolute;font-size:12px;font-weight:normal;left:264.728px;top:317.5px;">- </div><div id="a45000" style="position:absolute;font-size:12px;font-weight:normal;left:315.768px;top:317.5px;">- </div><div id="a45003" style="position:absolute;font-size:12px;font-weight:normal;left:366.835px;top:317.5px;">- </div><div id="a45006" style="position:absolute;font-size:12px;font-weight:normal;left:403.635px;top:317.5px;">364 </div><div id="a45009" style="position:absolute;font-size:12px;font-weight:normal;left:468.755px;top:317.5px;">- </div><div id="a45012" style="position:absolute;font-size:12px;font-weight:normal;left:519.795px;top:317.5px;">- </div><div id="a45015" style="position:absolute;font-size:12px;font-weight:normal;left:570.875px;top:317.5px;">- </div><div id="a45018" style="position:absolute;font-size:12px;font-weight:normal;left:607.675px;top:317.5px;">153 </div><div id="a45020" style="position:absolute;font-size:12px;font-weight:normal;left:4.693px;top:331.6px;">Debt securities </div><div id="a45039" style="position:absolute;font-size:12px;font-weight:normal;left:14.773px;top:345.5px;">Common/collective trusts </div><div id="a45042" style="position:absolute;font-size:12px;font-weight:normal;left:264.728px;top:345.5px;">- </div><div id="a45045" style="position:absolute;font-size:12px;font-weight:normal;left:315.768px;top:345.5px;">- </div><div id="a45048" style="position:absolute;font-size:12px;font-weight:normal;left:366.835px;top:345.5px;">- </div><div id="a45051" style="position:absolute;font-size:12px;font-weight:normal;left:403.635px;top:345.5px;">548 </div><div id="a45054" style="position:absolute;font-size:12px;font-weight:normal;left:468.755px;top:345.5px;">- </div><div id="a45057" style="position:absolute;font-size:12px;font-weight:normal;left:519.795px;top:345.5px;">- </div><div id="a45060" style="position:absolute;font-size:12px;font-weight:normal;left:570.875px;top:345.5px;">- </div><div id="a45063" style="position:absolute;font-size:12px;font-weight:normal;left:607.675px;top:345.5px;">641 </div><div id="a45065" style="position:absolute;font-size:12px;font-weight:normal;left:4.693px;top:359.6px;">Cash and cash equivalents </div><div id="a45068" style="position:absolute;font-size:12px;font-weight:normal;left:264.728px;top:359.6px;">- </div><div id="a45071" style="position:absolute;font-size:12px;font-weight:normal;left:315.768px;top:359.6px;">- </div><div id="a45074" style="position:absolute;font-size:12px;font-weight:normal;left:366.835px;top:359.6px;">- </div><div id="a45077" style="position:absolute;font-size:12px;font-weight:normal;left:415.635px;top:359.6px;">5 </div><div id="a45080" style="position:absolute;font-size:12px;font-weight:normal;left:468.755px;top:359.6px;">- </div><div id="a45083" style="position:absolute;font-size:12px;font-weight:normal;left:519.795px;top:359.6px;">- </div><div id="a45086" style="position:absolute;font-size:12px;font-weight:normal;left:570.875px;top:359.6px;">- </div><div id="a45089" style="position:absolute;font-size:12px;font-weight:normal;left:621.755px;top:359.6px;">- </div><div id="a45091" style="position:absolute;font-size:12px;font-weight:normal;left:4.693px;top:373.5px;">Real estate </div><div id="a45094" style="position:absolute;font-size:12px;font-weight:normal;left:264.728px;top:373.5px;">- </div><div id="a45097" style="position:absolute;font-size:12px;font-weight:normal;left:315.768px;top:373.5px;">- </div><div id="a45100" style="position:absolute;font-size:12px;font-weight:normal;left:366.835px;top:373.5px;">- </div><div id="a45103" style="position:absolute;font-size:12px;font-weight:normal;left:409.715px;top:373.5px;">80 </div><div id="a45106" style="position:absolute;font-size:12px;font-weight:normal;left:468.755px;top:373.5px;">- </div><div id="a45109" style="position:absolute;font-size:12px;font-weight:normal;left:519.795px;top:373.5px;">- </div><div id="a45112" style="position:absolute;font-size:12px;font-weight:normal;left:570.875px;top:373.5px;">- </div><div id="a45115" style="position:absolute;font-size:12px;font-weight:normal;left:607.675px;top:373.5px;">109 </div><div id="a45117" style="position:absolute;font-size:12px;font-weight:normal;left:4.693px;top:388.2px;">Total** </div><div id="a45119" style="position:absolute;font-size:12px;font-weight:normal;left:220.728px;top:388.2px;">$ </div><div id="a45121" style="position:absolute;font-size:12px;font-weight:normal;left:250.648px;top:388.2px;">230 </div><div id="a45124" style="position:absolute;font-size:12px;font-weight:normal;left:313.688px;top:388.2px;">2 </div><div id="a45127" style="position:absolute;font-size:12px;font-weight:normal;left:358.835px;top:388.2px;">20 </div><div id="a45130" style="position:absolute;font-size:12px;font-weight:normal;left:394.675px;top:388.2px;">1,249 </div><div id="a45133" style="position:absolute;font-size:12px;font-weight:normal;left:445.715px;top:388.2px;">2,137 </div><div id="a45136" style="position:absolute;font-size:12px;font-weight:normal;left:505.715px;top:388.2px;">181 </div><div id="a45139" style="position:absolute;font-size:12px;font-weight:normal;left:556.795px;top:388.2px;">124 </div><div id="a45142" style="position:absolute;font-size:12px;font-weight:normal;left:598.715px;top:388.2px;">3,345 </div><div id="a45144" style="position:absolute;font-size:10.72px;font-weight:normal;font-style:italic;left:4.693px;top:405.2px;"><div style="display:inline-block;width:8px"> </div>*In accordance with FASB ASC Topic<div style="display:inline-block;width:4.56px"> </div>715, “Compensation—Retirement Benefits,” certain investments that are to be measured at fair value<div style="display:inline-block;width:4.25px"> </div></div><div id="a45150" style="position:absolute;font-size:10.72px;font-weight:normal;font-style:italic;left:4.693px;top:417.4px;"><div style="display:inline-block;width:13.44px"> </div>using the net asset value per share (or its equivalent) practical expedient<div style="display:inline-block;width:1.27px"> </div>have not been classified in the fair value hierarchy.<div style="display:inline-block;width:5.37px"> </div>The fair value<div style="display:inline-block;width:7.58px"> </div></div><div id="a45154" style="position:absolute;font-size:10.72px;font-weight:normal;font-style:italic;left:4.693px;top:429.7px;"><div style="display:inline-block;width:13.44px"> </div>amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Change in<div style="display:inline-block;width:6.5px"> </div></div><div id="a45159" style="position:absolute;font-size:10.72px;font-weight:normal;font-style:italic;left:4.693px;top:442px;"><div style="display:inline-block;width:13.44px"> </div>Fair Value of Plan Assets. </div></div><div id="TextBlockContainer980" style="position:relative;font-family:Times New Roman;font-size:10.72px;color:#000000;line-height:normal;width:736px;height:25px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a45162_1_93" style="position:absolute;font-weight:normal;font-style:italic;left:6.293px;top:0px;">**Excludes the participating interest in the insurance annuity contract with a<div style="display:inline-block;width:1.33px"> </div>net asset of $</div><div id="a45162_94_2" style="position:absolute;font-size:10.72px;font-weight:normal;font-style:italic;left:396.214px;top:0px;">84 </div><div id="a45162_96_94" style="position:absolute;font-weight:normal;font-style:italic;left:406.995px;top:0px;"><div style="display:inline-block;width:2.72px"> </div>million and net receivables related to security<div style="display:inline-block;width:122.3px"> </div></div><div id="a45168" style="position:absolute;font-weight:normal;font-style:italic;left:3.573px;top:12.3px;"><div style="display:inline-block;width:10.72px"> </div>transactions of $</div><div id="a45168_21_2" style="position:absolute;font-size:10.72px;font-weight:normal;font-style:italic;left:85.973px;top:12.3px;">16 </div><div id="a45168_23_10" style="position:absolute;font-weight:normal;font-style:italic;left:96.693px;top:12.3px;"><div style="display:inline-block;width:2.72px"> </div>million. </div></div><div id="TextBlockContainer982" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:287px;height:33px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a45173" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">Level 3 activity was not material for all<div style="display:inline-block;width:2.18px"> </div>periods. </div><div id="a45175" style="position:absolute;font-weight:normal;left:4.693px;top:16px;"> </div></div><div id="TextBlockContainer984" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:638px;height:81px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a45176" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">Our funding policy for U.S. plans is to contribute<div style="display:inline-block;width:2.02px"> </div>at least the minimum required by the Employee<div style="display:inline-block;width:2.08px"> </div>Retirement </div><div id="a45179" style="position:absolute;font-weight:normal;left:4.693px;top:16.2px;">Income Security Act of 1974 and the Internal<div style="display:inline-block;width:2.13px"> </div>Revenue Code of 1986, as amended.<div style="display:inline-block;width:5.94px"> </div>Contributions to foreign </div><div id="a45180" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;">plans are dependent upon local laws and tax regulations.<div style="display:inline-block;width:5.33px"> </div>In 2020, we expect to contribute approximately $</div><div id="a45180_106_4" style="position:absolute;font-weight:normal;left:604.115px;top:32.2px;">350 </div><div id="a45184" style="position:absolute;font-weight:normal;left:4.693px;top:48.3px;">million to our domestic qualified and nonqualified<div style="display:inline-block;width:2.03px"> </div>pension and postretirement benefit plans and $</div><div id="a45184_97_2" style="position:absolute;font-weight:normal;left:551.894px;top:48.3px;">90 </div><div id="a45184_99_12" style="position:absolute;font-weight:normal;left:566.075px;top:48.3px;"><div style="display:inline-block;width:3.52px"> </div>million to </div><div id="a45187" style="position:absolute;font-weight:normal;left:4.693px;top:64.5px;">our international qualified and nonqualified<div style="display:inline-block;width:2.14px"> </div>pension and postretirement benefit plans. </div></div><div id="TextBlockContainer987" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:639px;height:225px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a45193" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">The following benefit payments, which are exclusive<div style="display:inline-block;width:1.85px"> </div>of amounts to be paid from the insurance annuity<div style="display:inline-block;width:2.04px"> </div>contract</div><div id="a45196" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">and which reflect expected future service, as appropriate,<div style="display:inline-block;width:1.64px"> </div>are expected to be paid:</div><div id="a45206" style="position:absolute;font-weight:normal;left:465.075px;top:45.9px;">Millions of Dollars</div><div id="a45209" style="position:absolute;font-weight:normal;left:459.635px;top:62.7px;">Pension</div><div id="a45212" style="position:absolute;font-weight:normal;left:581.275px;top:62.7px;">Other</div><div id="a45215" style="position:absolute;font-weight:normal;left:458.355px;top:78.9px;">Benefits</div><div id="a45218" style="position:absolute;font-weight:normal;left:573.915px;top:78.9px;">Benefits</div><div id="a45221" style="position:absolute;font-weight:normal;left:456.915px;top:95.5px;">U.S.</div><div id="a45224" style="position:absolute;font-weight:normal;left:528.155px;top:95.5px;">Int’l.</div><div id="a45235" style="position:absolute;font-weight:normal;left:4.693px;top:127.7px;">2020</div><div id="a45237" style="position:absolute;font-weight:normal;left:407.795px;top:127.7px;">$</div><div id="a45239" style="position:absolute;font-weight:normal;left:456.755px;top:127.7px;">447 </div><div id="a45242" style="position:absolute;font-weight:normal;left:530.875px;top:127.7px;">150 </div><div id="a45245" style="position:absolute;font-weight:normal;left:611.675px;top:127.7px;">32 </div><div id="a45247" style="position:absolute;font-weight:normal;left:4.693px;top:143.9px;">2021</div><div id="a45250" style="position:absolute;font-weight:normal;left:456.755px;top:143.9px;">270 </div><div id="a45253" style="position:absolute;font-weight:normal;left:530.875px;top:143.9px;">156 </div><div id="a45256" style="position:absolute;font-weight:normal;left:611.675px;top:143.9px;">29 </div><div id="a45258" style="position:absolute;font-weight:normal;left:4.693px;top:159.9px;">2022</div><div id="a45261" style="position:absolute;font-weight:normal;left:456.755px;top:159.9px;">250 </div><div id="a45264" style="position:absolute;font-weight:normal;left:530.875px;top:159.9px;">158 </div><div id="a45267" style="position:absolute;font-weight:normal;left:611.675px;top:159.9px;">27 </div><div id="a45269" style="position:absolute;font-weight:normal;left:4.693px;top:176px;">2023</div><div id="a45272" style="position:absolute;font-weight:normal;left:456.755px;top:176px;">217 </div><div id="a45275" style="position:absolute;font-weight:normal;left:530.875px;top:176px;">163 </div><div id="a45278" style="position:absolute;font-weight:normal;left:611.675px;top:176px;">24 </div><div id="a45280" style="position:absolute;font-weight:normal;left:4.693px;top:192px;">2024</div><div id="a45283" style="position:absolute;font-weight:normal;left:456.755px;top:192px;">220 </div><div id="a45286" style="position:absolute;font-weight:normal;left:530.875px;top:192px;">170 </div><div id="a45289" style="position:absolute;font-weight:normal;left:611.675px;top:192px;">22 </div><div id="a45291" style="position:absolute;font-weight:normal;left:4.693px;top:208.2px;">2025–2029</div><div id="a45296" style="position:absolute;font-weight:normal;left:456.755px;top:208.2px;">822 </div><div id="a45299" style="position:absolute;font-weight:normal;left:530.875px;top:208.2px;">927 </div><div id="a45302" style="position:absolute;font-weight:normal;left:611.675px;top:208.2px;">64 </div></div><div id="TextBlockContainer990" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:591px;height:33px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a45306" style="position:absolute;font-weight:bold;left:4.693px;top:0px;">Severance Accrual </div><div id="a45310" style="position:absolute;font-weight:normal;left:4.693px;top:16.2px;">The following table summarizes our severance accrual<div style="display:inline-block;width:1.88px"> </div>activity for the year ended December 31, 2019: </div></div><div id="TextBlockContainer994" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:116px;height:17px;display:inline-block;"><div id="div_992_XBRL_TS_e023ef5e51ca4d0a9cfc9dd5beace0cd" style="position:absolute;left:0px;top:0px;float:left;"><div id="TextBlockContainer993" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:116px;height:17px;display:inline-block;"><div id="a45343" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">Millions of Dollars</div></div></div></div><div id="TextBlockContainer996" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:501px;height:17px;display:inline-block;"><div id="a45373" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">Of the remaining balance at December 31, 2019,<div style="display:inline-block;width:2.1px"> </div>$</div><div id="a45373_48_1" style="position:absolute;font-weight:normal;left:287.894px;top:0px;">5 </div><div id="a45373_49_38" style="position:absolute;font-weight:normal;left:294.934px;top:0px;"><div style="display:inline-block;width:3.52px"> </div>million is classified as short-term. </div></div><div id="TextBlockContainer998" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:640px;height:162px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a45378" style="position:absolute;font-weight:bold;left:4.693px;top:0px;">Defined Contribution Plans</div><div id="a45379" style="position:absolute;font-weight:normal;left:169.648px;top:0px;"> </div><div id="a45380" style="position:absolute;font-weight:normal;left:4.693px;top:16.2px;">Most U.S. employees are eligible to participate<div style="display:inline-block;width:2.09px"> </div>in the ConocoPhillips Savings Plan (CPSP).<div style="display:inline-block;width:5.61px"> </div>Employees can </div><div id="a45383" style="position:absolute;font-weight:normal;left:4.693px;top:32.3px;">deposit up to </div><div id="a45383_14_2" style="position:absolute;font-weight:normal;left:80.693px;top:32.3px;">75 </div><div id="a45383_16_88" style="position:absolute;font-weight:normal;left:94.613px;top:32.3px;"><div style="display:inline-block;width:3.52px"> </div>percent of their eligible pay, subject to statutory limits, in the CPSP to<div style="display:inline-block;width:2.11px"> </div>a choice of </div><div id="a45384" style="position:absolute;font-weight:normal;left:4.693px;top:48.3px;">approximately </div><div id="a45384_14_2" style="position:absolute;font-weight:normal;left:89.173px;top:48.3px;">17 </div><div id="a45384_16_75" style="position:absolute;font-weight:normal;left:103.253px;top:48.3px;"><div style="display:inline-block;width:3.52px"> </div>investment options.<div style="display:inline-block;width:6.35px"> </div>Employees who participate in the CPSP and contribute </div><div id="a45384_91_1" style="position:absolute;font-weight:normal;left:534.395px;top:48.3px;">1 </div><div id="a45384_92_12" style="position:absolute;font-weight:normal;left:541.435px;top:48.3px;"><div style="display:inline-block;width:3.52px"> </div>percent of </div><div id="a45408" style="position:absolute;font-weight:normal;left:4.693px;top:64.5px;">their eligible pay receive a </div><div id="a45408_29_1" style="position:absolute;font-weight:normal;left:156.848px;top:64.5px;">6 </div><div id="a45408_30_72" style="position:absolute;font-weight:normal;left:163.888px;top:64.5px;"><div style="display:inline-block;width:3.36px"> </div>percent company cash match with a potential<div style="display:inline-block;width:2.1px"> </div>company discretionary cash </div><div id="a45440" style="position:absolute;font-weight:normal;left:4.693px;top:80.6px;">contribution of up to </div><div id="a45440_22_1" style="position:absolute;font-weight:normal;left:123.728px;top:80.6px;">6 </div><div id="a45440_23_89" style="position:absolute;font-weight:normal;left:130.768px;top:80.6px;"><div style="display:inline-block;width:3.52px"> </div>percent.<div style="display:inline-block;width:6.77px"> </div>Effective January 1, 2019, new employees, rehires, and<div style="display:inline-block;width:2.09px"> </div>employees that elected </div><div id="a45454" style="position:absolute;font-weight:normal;left:4.693px;top:96.6px;">to opt out of Title II are eligible to receive a CRC of </div><div id="a45454_56_1" style="position:absolute;font-weight:normal;left:300.728px;top:96.6px;">6 </div><div id="a45454_57_49" style="position:absolute;font-weight:normal;left:307.768px;top:96.6px;"><div style="display:inline-block;width:3.52px"> </div>percent of eligible pay into their CPSP.<div style="display:inline-block;width:7.18px"> </div>After </div><div id="a45454_106_6" style="position:absolute;font-weight:normal;left:571.035px;top:96.6px;">three </div><div id="a45463" style="position:absolute;font-weight:normal;left:4.693px;top:112.8px;">years </div><div id="a45463_5_46" style="position:absolute;font-weight:normal;left:34.293px;top:112.8px;"><div style="display:inline-block;width:3.52px"> </div>of service with the company, the employee is </div><div id="a45463_51_3" style="position:absolute;font-weight:normal;left:294.968px;top:112.8px;">100 </div><div id="a45463_54_51" style="position:absolute;font-weight:normal;left:315.928px;top:112.8px;"><div style="display:inline-block;width:3.36px"> </div>percent vested in any CRC.<div style="display:inline-block;width:6.19px"> </div>Company contributions </div><div id="a45467" style="position:absolute;font-weight:normal;left:4.693px;top:128.8px;">charged to expense for the CPSP and predecessor plans<div style="display:inline-block;width:2.15px"> </div>were $</div><div id="a45467_60_2" style="position:absolute;font-weight:normal;left:356.408px;top:128.8px;">82 </div><div id="a45467_62_19" style="position:absolute;font-weight:normal;left:370.488px;top:128.8px;"><div style="display:inline-block;width:3.52px"> </div>million in 2019, $</div><div id="a45467_81_2" style="position:absolute;font-weight:normal;left:474.355px;top:128.8px;">82 </div><div id="a45467_83_22" style="position:absolute;font-weight:normal;left:488.275px;top:128.8px;"><div style="display:inline-block;width:3.36px"> </div>million in 2018, and </div><div id="a45475" style="position:absolute;font-weight:normal;left:4.693px;top:145px;">$</div><div id="a45475_1_2" style="position:absolute;font-weight:normal;left:11.733px;top:145px;">77 </div><div id="a45475_3_18" style="position:absolute;font-weight:normal;left:25.813px;top:145px;"><div style="display:inline-block;width:3.52px"> </div>million in 2017. </div></div><div id="TextBlockContainer1000" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:616px;height:49px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a45480" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">We have several defined contribution plans for our international employees, each<div style="display:inline-block;width:2.04px"> </div>with its own terms and </div><div id="a45481" style="position:absolute;font-weight:normal;left:4.693px;top:16.2px;">eligibility depending on location.<div style="display:inline-block;width:6.04px"> </div>Total compensation expense recognized for these international plans was </div><div id="a45482" style="position:absolute;font-weight:normal;left:4.693px;top:32.3px;">approximately $</div><div id="a45482_15_2" style="position:absolute;font-weight:normal;left:96.208px;top:32.3px;">30 </div><div id="a45482_17_19" style="position:absolute;font-weight:normal;left:110.128px;top:32.3px;"><div style="display:inline-block;width:3.52px"> </div>million in 2019, $</div><div id="a45482_36_2" style="position:absolute;font-weight:normal;left:214.008px;top:32.3px;">31 </div><div id="a45482_38_23" style="position:absolute;font-weight:normal;left:228.088px;top:32.3px;"><div style="display:inline-block;width:3.52px"> </div>million in 2018, and $</div><div id="a45482_61_2" style="position:absolute;font-weight:normal;left:355.608px;top:32.3px;">35 </div><div id="a45482_63_18" style="position:absolute;font-weight:normal;left:369.688px;top:32.3px;"><div style="display:inline-block;width:3.52px"> </div>million in 2017. </div></div><div id="TextBlockContainer1002" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:639px;height:162px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a45497" style="position:absolute;font-weight:bold;left:4.693px;top:0px;">Share-Based Compensation Plans</div><div id="a45500" style="position:absolute;font-weight:normal;left:206.168px;top:0px;"> </div><div id="a45501" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">The 2014 Omnibus Stock and Performance Incentive<div style="display:inline-block;width:1.93px"> </div>Plan of ConocoPhillips (the Plan) was approved<div style="display:inline-block;width:2.03px"> </div>by </div><div id="a45502" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;">shareholders in May 2014.<div style="display:inline-block;width:6.16px"> </div>Over its </div><div id="a45502_36_2" style="position:absolute;font-weight:normal;left:209.333px;top:32.2px;-sec-ix-hidden:ID_910;">10 </div><div id="a45502_38_50" style="position:absolute;font-weight:normal;left:223.448px;top:32.2px;">-year life, the Plan allows the issuance of<div style="display:inline-block;width:2.14px"> </div>up to </div><div id="a45502_88_2" style="position:absolute;font-weight:normal;left:488.915px;top:32.2px;">79 </div><div id="a45502_90_23" style="position:absolute;font-weight:normal;left:502.995px;top:32.2px;"><div style="display:inline-block;width:3.52px"> </div>million shares of our </div><div id="a45508" style="position:absolute;font-weight:normal;left:4.693px;top:48.3px;">common stock for compensation to our employees<div style="display:inline-block;width:2.05px"> </div>and directors; however, as of the effective date of the Plan, </div><div id="a45509" style="position:absolute;font-weight:normal;left:4.693px;top:64.3px;">(i) any shares of common stock available for future<div style="display:inline-block;width:2.02px"> </div>awards under the prior plans and (ii)<div style="display:inline-block;width:2.17px"> </div>any shares of common </div><div id="a45510" style="position:absolute;font-weight:normal;left:4.693px;top:80.5px;">stock represented by awards granted under the prior<div style="display:inline-block;width:2.02px"> </div>plans that are forfeited, expire or are cancelled<div style="display:inline-block;width:1.94px"> </div>without </div><div id="a45512" style="position:absolute;font-weight:normal;left:4.693px;top:96.5px;">delivery of shares of common stock or which result<div style="display:inline-block;width:2.01px"> </div>in the forfeiture of shares of common stock<div style="display:inline-block;width:2.17px"> </div>back to the </div><div id="a45513" style="position:absolute;font-weight:normal;left:4.693px;top:112.6px;">company shall be available for awards under the<div style="display:inline-block;width:2.06px"> </div>Plan, and no new awards shall be granted under<div style="display:inline-block;width:2.14px"> </div>the prior </div><div id="a45515" style="position:absolute;font-weight:normal;left:4.693px;top:128.8px;">plans.<div style="display:inline-block;width:6.92px"> </div>Of the 79 million shares available for issuance<div style="display:inline-block;width:1.94px"> </div>under the Plan, no more than </div><div id="a45515_85_2" style="position:absolute;font-weight:normal;left:473.648px;top:128.8px;">40 </div><div id="a45515_87_19" style="position:absolute;font-weight:normal;left:487.795px;top:128.8px;"><div style="display:inline-block;width:3.36px"> </div>million shares of </div><div id="a45520" style="position:absolute;font-weight:normal;left:4.693px;top:144.8px;">common stock are available for incentive stock<div style="display:inline-block;width:2.14px"> </div>options.<div style="display:inline-block;width:6.54px"> </div>The Human Resources and Compensation Committee </div></div><div id="TextBlockContainer1004" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:641px;height:259px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a45525" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">of our Board of Directors is authorized to determine<div style="display:inline-block;width:2.12px"> </div>the types, terms, conditions and limitations<div style="display:inline-block;width:1.77px"> </div>of awards </div><div id="a45526" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">granted.<div style="display:inline-block;width:6.74px"> </div>Awards may be granted in the form of, but not limited to, stock options, restricted stock units<div style="display:inline-block;width:2.05px"> </div>and </div><div id="a45527" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;">performance share units to employees and non-employee<div style="display:inline-block;width:1.7px"> </div>directors who contribute to the company’s continued </div><div id="a45531" style="position:absolute;font-weight:normal;left:4.693px;top:48.2px;">success and profitability. </div><div id="a45533" style="position:absolute;font-weight:normal;left:4.693px;top:64.3px;"> </div><div id="a45534" style="position:absolute;font-weight:normal;left:4.693px;top:80.5px;">Total share-based compensation expense is measured using the grant date fair value<div style="display:inline-block;width:2.04px"> </div>for our equity-classified </div><div id="a45539" style="position:absolute;font-weight:normal;left:4.693px;top:96.5px;">awards and the settlement date fair value for our<div style="display:inline-block;width:2.14px"> </div>liability-classified awards.<div style="display:inline-block;width:6.14px"> </div>We recognize share-based </div><div id="a45545" style="position:absolute;font-weight:normal;left:4.693px;top:112.7px;">compensation expense over the shorter of the service<div style="display:inline-block;width:1.85px"> </div>period (i.e., the stated period of time required<div style="display:inline-block;width:2.07px"> </div>to earn the </div><div id="a45546" style="position:absolute;font-weight:normal;left:4.693px;top:128.8px;">award); or the period beginning at the start of the<div style="display:inline-block;width:2.14px"> </div>service period and ending when an employee<div style="display:inline-block;width:2.09px"> </div>first becomes </div><div id="a45548" style="position:absolute;font-weight:normal;left:4.693px;top:144.8px;">eligible for retirement, but not less than six months,<div style="display:inline-block;width:2.02px"> </div>as this is the minimum period of time<div style="display:inline-block;width:2.17px"> </div>required for an </div><div id="a45549" style="position:absolute;font-weight:normal;left:4.693px;top:161px;">award to not be subject to forfeiture.<div style="display:inline-block;width:5.78px"> </div>Our share-based compensation programs generally<div style="display:inline-block;width:2px"> </div>provide accelerated </div><div id="a45552" style="position:absolute;font-weight:normal;left:4.693px;top:177px;">vesting (i.e., a waiver of the remaining period of service<div style="display:inline-block;width:2.02px"> </div>required to earn an award) for awards held<div style="display:inline-block;width:2.13px"> </div>by </div><div id="a45554" style="position:absolute;font-weight:normal;left:4.693px;top:193.1px;">employees at the time of their retirement.<div style="display:inline-block;width:5.62px"> </div>Some of our share-based awards vest ratably (i.e., portions<div style="display:inline-block;width:1.96px"> </div>of the </div><div id="a45557" style="position:absolute;font-weight:normal;left:4.693px;top:209.3px;">award vest at different times) while some of our awards<div style="display:inline-block;width:2.18px"> </div>cliff vest (i.e., all of the award vests at the same time).<div style="display:inline-block;width:5.47px"> </div></div><div id="a45559" style="position:absolute;font-weight:normal;left:4.693px;top:225.3px;">We recognize expense on a straight-line basis over the service period for the entire<div style="display:inline-block;width:2.11px"> </div>award, whether the award </div><div id="a45562" style="position:absolute;font-weight:normal;left:4.693px;top:241.5px;">was granted with ratable or cliff vesting. </div></div><div id="TextBlockContainer1008" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:632px;height:128px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="div_1006_XBRL_CS_a148fc7f618c4b759581b51d5a325eb3" style="position:absolute;left:0px;top:0px;float:left;"><div id="TextBlockContainer1007" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:632px;height:128px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a45566" style="position:absolute;font-weight:bold;left:4.693px;top:0px;">Compensation Expense</div><div id="a45567" style="position:absolute;font-weight:normal;left:144.368px;top:0px;">—Total share-based compensation expense recognized in income (loss) and the</div><div id="a45573" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">associated tax benefit for the years ended<div style="display:inline-block;width:2.18px"> </div>December 31 were as follows:</div><div id="a45583" style="position:absolute;font-weight:normal;left:454.675px;top:46.1px;">Millions of Dollars</div><div id="a45586" style="position:absolute;font-weight:bold;left:439.795px;top:62.9px;">2019</div><div id="a45589" style="position:absolute;font-weight:normal;left:520.915px;top:62.9px;">2018</div><div id="a45592" style="position:absolute;font-weight:normal;left:601.915px;top:62.9px;">2017</div><div id="a45600" style="position:absolute;font-weight:normal;left:4.693px;top:94.9px;">Compensation cost</div><div id="a45602" style="position:absolute;font-weight:bold;left:394.835px;top:94.9px;">$</div><div id="a45604" style="position:absolute;font-weight:bold;left:442.835px;top:94.9px;">274 </div><div id="a45607" style="position:absolute;font-weight:normal;left:523.955px;top:94.9px;">265 </div><div id="a45610" style="position:absolute;font-weight:normal;left:604.955px;top:94.9px;">227 </div><div id="a45612" style="position:absolute;font-weight:normal;left:4.693px;top:111px;">Tax benefit </div><div id="a45615" style="position:absolute;font-weight:bold;left:449.715px;top:111px;">71 </div><div id="a45618" style="position:absolute;font-weight:normal;left:530.875px;top:111px;">64 </div><div id="a45621" style="position:absolute;font-weight:normal;left:611.835px;top:111px;">76 </div></div></div></div><div id="TextBlockContainer1010" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:638px;height:130px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a45624" style="position:absolute;font-weight:bold;left:4.693px;top:0px;">Stock Options</div><div id="a45625" style="position:absolute;font-weight:normal;left:89.168px;top:0px;">—</div><div id="a45625_1_94" style="position:absolute;font-weight:normal;left:103.248px;top:0px;">Stock options granted under the provisions of the Plan and prior plans permit purchase of our </div><div id="a45629" style="position:absolute;font-weight:normal;left:4.693px;top:16.2px;">common stock at exercise prices equivalent to the average fair market value of ConocoPhillips common stock </div><div id="a45630" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;">on the date the options were granted. The options have terms of 10 years and generally vest ratably, with one- </div><div id="a45632" style="position:absolute;font-weight:normal;left:4.693px;top:48.3px;">third of the options awarded vesting and becoming exercisable on each anniversary date following the date of </div><div id="a45635" style="position:absolute;font-weight:normal;left:4.693px;top:64.5px;">grant. Options awarded to certain employees already eligible for retirement vest within six months of the grant </div><div id="a45636" style="position:absolute;font-weight:normal;left:4.693px;top:80.5px;">date, but those options do not become exercisable until the end of the normal vesting period. Beginning in </div><div id="a45638" style="position:absolute;font-weight:normal;left:4.693px;top:96.7px;">2018, stock option grants were discontinued and replaced with three-year, time-vested restricted stock units </div><div id="a45643" style="position:absolute;font-weight:normal;left:4.693px;top:112.8px;">which generally will be cash-settled. </div></div><div id="TextBlockContainer1014" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:638px;height:152px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="div_1012_XBRL_CS_acdee3098f6e4f93b2f768f12e811dcb" style="position:absolute;left:0px;top:0px;float:left;"><div id="TextBlockContainer1013" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:638px;height:152px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a45648" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">The fair market values of the options granted in<div style="display:inline-block;width:2.03px"> </div>2017 were measured on the date of grant<div style="display:inline-block;width:2.19px"> </div>using the</div><div id="a45651" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">Black-Scholes-Merton option-pricing model.<div style="display:inline-block;width:5.71px"> </div>The weighted-average assumptions used were as follows:</div><div id="a45675" style="position:absolute;font-weight:normal;left:586.875px;top:46.2px;">2017</div><div id="a45678" style="position:absolute;font-weight:normal;left:4.693px;top:62.9px;">Assumptions used</div><div id="a45687" style="position:absolute;font-weight:normal;left:14.773px;top:80.8px;">Risk-free interest rate</div><div id="a45695" style="position:absolute;font-weight:normal;left:586.395px;top:80.8px;">2.24 </div><div id="a45697" style="position:absolute;font-family:Calibri;font-size:14.72px;font-weight:normal;left:614.875px;top:80.4px;">% </div><div id="a45700" style="position:absolute;font-weight:normal;left:14.773px;top:98.7px;">Dividend yield</div><div id="a45706" style="position:absolute;font-weight:normal;left:586.395px;top:98.7px;">4.00 </div><div id="a45708" style="position:absolute;font-family:Calibri;font-size:14.72px;font-weight:normal;left:614.875px;top:98.4px;">% </div><div id="a45711" style="position:absolute;font-weight:normal;left:14.773px;top:116.6px;">Volatility<div style="display:inline-block;width:4.97px"> </div>factor</div><div id="a45717" style="position:absolute;font-weight:normal;left:579.355px;top:116.6px;">28.12 </div><div id="a45719" style="position:absolute;font-family:Calibri;font-size:14.72px;font-weight:normal;left:614.875px;top:116.3px;">% </div><div id="a45722" style="position:absolute;font-weight:normal;left:14.773px;top:134.6px;">Expected life (years)</div><div id="a45728" style="position:absolute;font-weight:normal;left:586.395px;top:134.6px;">6.39 </div></div></div></div><div id="TextBlockContainer1016" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:642px;height:97px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a45733" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">There were no ranges in the assumptions used to<div style="display:inline-block;width:2.13px"> </div>determine the fair market values of our options<div style="display:inline-block;width:2.03px"> </div>granted in </div><div id="a45734" style="position:absolute;font-weight:normal;left:4.693px;top:16.2px;">2017. </div><div id="a45736" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;"> </div><div id="a45737" style="position:absolute;font-weight:normal;left:4.693px;top:48.3px;">We believe our historical volatility for periods prior to the 2012 separation of our<div style="display:inline-block;width:2.15px"> </div>Downstream businesses is no </div><div id="a45739" style="position:absolute;font-weight:normal;left:4.693px;top:64.5px;">longer relevant in estimating expected volatility.<div style="display:inline-block;width:6.44px"> </div>For 2017,<div style="display:inline-block;width:3.32px"> </div>expected volatility was based on the weighted-</div><div id="a45744" style="position:absolute;font-weight:normal;left:4.693px;top:80.5px;">average blend of the company’s historical stock price volatility from<div style="display:inline-block;width:2.08px"> </div>May 1, 2012 (the date of separation of our </div></div><div id="TextBlockContainer1018" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:633px;height:33px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a45750" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">Downstream businesses) through the stock option<div style="display:inline-block;width:2.17px"> </div>grant date and the average historical<div style="display:inline-block;width:2.09px"> </div>stock price volatility of </div><div id="a45751" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">a group of peer companies for the expected term<div style="display:inline-block;width:2.16px"> </div>of the options. </div></div><div id="TextBlockContainer1022" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:642px;height:222px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="div_1020_XBRL_CS_7dadeecb9e634fdaa263a8ff911a091e" style="position:absolute;left:0px;top:0px;float:left;"><div id="TextBlockContainer1021" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:642px;height:222px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a45754" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">The following summarizes our stock option activity<div style="display:inline-block;width:2.05px"> </div>for the year ended December 31, 2019:</div><div id="a45770" style="position:absolute;font-weight:normal;left:525.395px;top:30.2px;">Millions of Dollars</div><div id="a45775" style="position:absolute;font-weight:normal;left:388.115px;top:48.8px;">Weighted-Average</div><div id="a45780" style="position:absolute;font-weight:normal;left:574.395px;top:48.8px;">Aggregate </div><div id="a45783" style="position:absolute;font-weight:normal;left:291.448px;top:64.8px;">Options</div><div id="a45786" style="position:absolute;font-weight:normal;left:414.195px;top:64.8px;">Exercise Price</div><div id="a45789" style="position:absolute;font-weight:normal;left:549.275px;top:64.8px;">Intrinsic Value</div><div id="a45799" style="position:absolute;font-weight:normal;left:4.693px;top:97px;">Outstanding at December 31, 2018</div><div id="a45801" style="position:absolute;font-weight:normal;left:268.728px;top:97px;">19,379,677 </div><div id="a45804" style="position:absolute;font-weight:normal;left:413.715px;top:97px;">$</div><div id="a45806" style="position:absolute;font-weight:normal;left:459.315px;top:97px;">52.88 </div><div id="a45809" style="position:absolute;font-weight:normal;left:571.835px;top:97px;">$</div><div id="a45811" style="position:absolute;font-weight:normal;left:607.995px;top:97px;">214 </div><div id="a45813" style="position:absolute;font-weight:normal;left:4.693px;top:113px;">Exercised</div><div id="a45815" style="position:absolute;font-weight:bold;left:270.488px;top:113px;">(1,339,480) </div><div id="a45819" style="position:absolute;font-weight:bold;left:459.315px;top:113px;">36.28 </div><div id="a45823" style="position:absolute;font-weight:bold;left:614.875px;top:113px;">39 </div><div id="a45825" style="position:absolute;font-weight:normal;left:4.693px;top:129.1px;">Forfeited</div><div id="a45827" style="position:absolute;font-weight:bold;left:327.128px;top:129.1px;">- </div><div id="a45835" style="position:absolute;font-weight:normal;left:4.693px;top:145.3px;">Expired or cancelled</div><div id="a45837" style="position:absolute;font-weight:bold;left:327.128px;top:145.3px;">- </div><div id="a45845" style="position:absolute;font-weight:bold;left:4.693px;top:163.8px;">Outstanding at December 31, 2019</div><div id="a45847" style="position:absolute;font-weight:bold;left:268.728px;top:163.8px;">18,040,197 </div><div id="a45850" style="position:absolute;font-weight:bold;left:413.715px;top:165.6px;">$</div><div id="a45852" style="position:absolute;font-weight:bold;left:459.315px;top:163.8px;">54.11 </div><div id="a45855" style="position:absolute;font-weight:bold;left:571.835px;top:163.8px;">$</div><div id="a45857" style="position:absolute;font-weight:bold;left:607.995px;top:163.8px;">206 </div><div id="a45859" style="position:absolute;font-weight:bold;left:4.693px;top:184.6px;">Vested at December 31, 2019</div><div id="a45861" style="position:absolute;font-weight:bold;left:268.728px;top:184.6px;">17,922,026 </div><div id="a45864" style="position:absolute;font-weight:bold;left:413.715px;top:186.6px;">$</div><div id="a45866" style="position:absolute;font-weight:bold;left:459.315px;top:184.6px;">54.14 </div><div id="a45869" style="position:absolute;font-weight:bold;left:571.835px;top:184.6px;">$</div><div id="a45871" style="position:absolute;font-weight:bold;left:607.995px;top:184.6px;">205 </div><div id="a45873" style="position:absolute;font-weight:bold;left:4.693px;top:203.2px;">Exercisable at December 31, 2019</div><div id="a45875" style="position:absolute;font-weight:bold;left:268.728px;top:203.2px;">17,172,815 </div><div id="a45878" style="position:absolute;font-weight:bold;left:413.715px;top:205.2px;">$</div><div id="a45880" style="position:absolute;font-weight:bold;left:459.315px;top:203.2px;">54.33 </div><div id="a45883" style="position:absolute;font-weight:bold;left:571.835px;top:203.2px;">$</div><div id="a45885" style="position:absolute;font-weight:bold;left:607.995px;top:203.2px;">194 </div></div></div></div><div id="TextBlockContainer1024" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:635px;height:130px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a45889" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">The weighted-average remaining contractual term<div style="display:inline-block;width:2.05px"> </div>of outstanding options, vested options and exercisable </div><div id="a45892" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">options at December 31, 2019, was </div><div id="a45892_34_4" style="position:absolute;font-weight:normal;left:205.488px;top:16px;">4.43 </div><div id="a45892_38_8" style="position:absolute;font-weight:normal;left:229.968px;top:16px;"><div style="display:inline-block;width:3.52px"> </div>years, </div><div id="a45892_46_4" style="position:absolute;font-weight:normal;left:270.128px;top:16px;">4.41 </div><div id="a45892_50_11" style="position:absolute;font-weight:normal;left:294.608px;top:16px;"><div style="display:inline-block;width:3.52px"> </div>years and </div><div id="a45892_61_4" style="position:absolute;font-weight:normal;left:354.928px;top:16px;">4.29 </div><div id="a45892_65_44" style="position:absolute;font-weight:normal;left:379.408px;top:16px;"><div style="display:inline-block;width:3.52px"> </div>years, respectively.<div style="display:inline-block;width:7.19px"> </div>The weighted-average </div><div id="a45897" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;">grant date fair value of stock option awards granted<div style="display:inline-block;width:1.94px"> </div>during 2017 was $</div><div id="a45897_70_4" style="position:absolute;font-weight:normal;left:400.568px;top:32.2px;">9.18 </div><div id="a45897_74_36" style="position:absolute;font-weight:normal;left:425.048px;top:32.2px;">.<div style="display:inline-block;width:6.88px"> </div>The aggregate intrinsic value of </div><div id="a45899" style="position:absolute;font-weight:normal;left:4.693px;top:48.3px;">options exercised was $</div><div id="a45899_23_2" style="position:absolute;font-weight:normal;left:138.133px;top:48.3px;">94 </div><div id="a45899_25_22" style="position:absolute;font-weight:normal;left:152.213px;top:48.3px;"><div style="display:inline-block;width:3.52px"> </div>million in 2018 and $</div><div id="a45899_47_1" style="position:absolute;font-weight:normal;left:276.213px;top:48.3px;">4 </div><div id="a45899_48_19" style="position:absolute;font-weight:normal;left:283.288px;top:48.3px;"><div style="display:inline-block;width:3.52px"> </div>million in 2017.<div style="display:inline-block;width:6.48px"> </div></div><div id="a45905" style="position:absolute;font-weight:normal;left:4.693px;top:64.3px;"><div style="display:inline-block;width:10.56px"> </div></div><div id="a45907" style="position:absolute;font-weight:normal;left:4.693px;top:80.5px;">During 2019, we received $</div><div id="a45907_26_2" style="position:absolute;font-weight:normal;left:160.688px;top:80.5px;">49 </div><div id="a45907_28_48" style="position:absolute;font-weight:normal;left:174.608px;top:80.5px;"><div style="display:inline-block;width:3.52px"> </div>million in cash and realized a tax benefit<div style="display:inline-block;width:2.17px"> </div>of $</div><div id="a45907_76_2" style="position:absolute;font-weight:normal;left:431.249px;top:80.5px;">13 </div><div id="a45907_78_30" style="position:absolute;font-weight:normal;left:445.329px;top:80.5px;"><div style="display:inline-block;width:3.52px"> </div>million from the exercise of </div><div id="a45911" style="position:absolute;font-weight:normal;left:4.693px;top:96.5px;">options.<div style="display:inline-block;width:6.85px"> </div>At December 31, 2019, the remaining unrecognized<div style="display:inline-block;width:1.83px"> </div>compensation expense from unvested options </div><div id="a45915" style="position:absolute;font-weight:normal;left:4.693px;top:112.6px;">was </div><div id="a45915_4_4" style="position:absolute;font-weight:normal;left:30.133px;top:112.6px;">zero </div><div id="a45915_8_2" style="position:absolute;font-weight:normal;left:54.128px;top:112.6px;">. </div></div><div id="TextBlockContainer1026" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:639px;height:274px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a45920" style="position:absolute;font-weight:bold;left:4.693px;top:0px;">Stock Unit Program—</div><div id="a45922" style="position:absolute;font-weight:normal;left:139.248px;top:0px;">Generally, restricted stock units are granted annually under the provisions of the Plan </div><div id="a45924" style="position:absolute;font-weight:normal;left:4.693px;top:16.2px;">and vest in an aggregate installment on the third anniversary of the grant date. In addition, restricted stock </div><div id="a45929" style="position:absolute;font-weight:normal;left:4.693px;top:32.3px;">units granted under the Plan for a variable long-term incentive program vest ratably in three equal annual </div><div id="a45932" style="position:absolute;font-weight:normal;left:4.693px;top:48.3px;">installments beginning on the first anniversary of the grant date. Restricted stock units are also granted ad hoc </div><div id="a45934" style="position:absolute;font-weight:normal;left:4.693px;top:64.5px;">to attract or retain key personnel, and the terms and conditions under which these restricted stock units vest </div><div id="a45935" style="position:absolute;font-weight:normal;left:4.693px;top:80.5px;">vary by award </div><div id="a45935_13_2" style="position:absolute;font-weight:normal;left:84.848px;top:80.5px;">. </div><div id="a45938" style="position:absolute;font-weight:normal;left:4.693px;top:96.7px;"> </div><div id="a45939" style="position:absolute;font-weight:normal;font-style:italic;left:4.693px;top:112.8px;">Stock-Settled </div><div id="a45943" style="position:absolute;font-weight:normal;left:4.693px;top:128.8px;">Upon vesting, these restricted stock units are settled by issuing one share of ConocoPhillips common stock per </div><div id="a45946" style="position:absolute;font-weight:normal;left:4.693px;top:145px;">unit. Units awarded to retirement eligible employees vest six months from the grant date; however, those units </div><div id="a45950" style="position:absolute;font-weight:normal;left:4.693px;top:161.1px;">are not issued as common stock until the earlier of separation from the company or the end of the regularly </div><div id="a45952" style="position:absolute;font-weight:normal;left:4.693px;top:177.1px;">scheduled vesting period. Until issued as stock, most recipients of the restricted stock units receive a quarterly </div><div id="a45953" style="position:absolute;font-weight:normal;left:4.693px;top:193.3px;">cash payment of a dividend equivalent that is charged to retained earnings. The grant date fair market value of </div><div id="a45955" style="position:absolute;font-weight:normal;left:4.693px;top:209.3px;">these restricted stock units is deemed equal to the average ConocoPhillips stock price on the grant date. The </div><div id="a45957" style="position:absolute;font-weight:normal;left:4.693px;top:225.5px;">grant date fair market value of units that do not receive a dividend equivalent while unvested is deemed equal </div><div id="a45958" style="position:absolute;font-weight:normal;left:4.693px;top:241.6px;">to the average ConocoPhillips stock price on the grant date, less the net present value of the dividends that will </div><div id="a45960" style="position:absolute;font-weight:normal;left:4.693px;top:257.7px;">not be received </div><div id="a45960_15_4" style="position:absolute;font-weight:normal;left:90.288px;top:257.7px;">.<div style="display:inline-block;width:10.4px"> </div></div></div><div id="TextBlockContainer1029" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:634px;height:191px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a45967" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">The following summarizes our stock-settled stock<div style="display:inline-block;width:2.09px"> </div>unit activity for the year ended December<div style="display:inline-block;width:2.08px"> </div>31, 2019:</div><div id="a45984" style="position:absolute;font-weight:normal;left:396.115px;top:33.9px;">Weighted-Average </div><div id="a45989" style="position:absolute;font-weight:normal;left:522.355px;top:33.9px;">Millions of Dollars</div><div id="a45993" style="position:absolute;font-weight:normal;left:279.928px;top:52.5px;">Stock Units</div><div id="a45996" style="position:absolute;font-weight:normal;left:377.875px;top:52.5px;">Grant Date Fair Value </div><div id="a45999" style="position:absolute;font-weight:normal;left:537.275px;top:52.5px;">Total Fair Value</div><div id="a46010" style="position:absolute;font-weight:normal;left:4.693px;top:89px;">Outstanding at December 31, 2018</div><div id="a46012" style="position:absolute;font-weight:normal;left:285.688px;top:89px;">7,546,973 </div><div id="a46015" style="position:absolute;font-weight:normal;left:422.835px;top:89px;">$</div><div id="a46017" style="position:absolute;font-weight:normal;left:467.155px;top:89px;">43.41 </div><div id="a46022" style="position:absolute;font-weight:normal;left:4.693px;top:105.8px;">Granted</div><div id="a46024" style="position:absolute;font-weight:bold;left:285.688px;top:105.8px;">2,045,503 </div><div id="a46028" style="position:absolute;font-weight:bold;left:467.155px;top:105.8px;">67.77 </div><div id="a46033" style="position:absolute;font-weight:normal;left:4.693px;top:121.9px;">Forfeited</div><div id="a46035" style="position:absolute;font-weight:bold;left:297.848px;top:121.9px;">(99,748) </div><div id="a46039" style="position:absolute;font-weight:bold;left:467.155px;top:121.9px;">62.93 </div><div id="a46044" style="position:absolute;font-weight:normal;left:4.693px;top:137.9px;">Issued</div><div id="a46046" style="position:absolute;font-weight:bold;left:280.408px;top:137.9px;">(3,269,682) </div><div id="a46050" style="position:absolute;font-weight:bold;left:467.155px;top:137.9px;">34.32 </div><div id="a46053" style="position:absolute;font-weight:bold;left:569.755px;top:137.9px;">$</div><div id="a46055" style="position:absolute;font-weight:bold;left:604.795px;top:137.9px;">225 </div><div id="a46057" style="position:absolute;font-weight:bold;left:4.693px;top:154.7px;">Outstanding at December 31, 2019</div><div id="a46059" style="position:absolute;font-weight:bold;left:285.688px;top:154.7px;">6,223,046 </div><div id="a46062" style="position:absolute;font-weight:bold;left:422.835px;top:154.7px;">$</div><div id="a46064" style="position:absolute;font-weight:bold;left:467.155px;top:154.7px;">55.99 </div><div id="a46069" style="position:absolute;font-weight:bold;left:4.693px;top:173.8px;">Not Vested at December 31, 2019</div><div id="a46071" style="position:absolute;font-weight:bold;left:285.688px;top:173.8px;">4,185,141 </div><div id="a46075" style="position:absolute;font-weight:bold;left:467.155px;top:173.8px;">56.17 </div></div><div id="TextBlockContainer1032" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:640px;height:275px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a46082" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">At December 31, 2019,<div style="display:inline-block;width:2.95px"> </div>the remaining unrecognized compensation<div style="display:inline-block;width:2.07px"> </div>cost from the unvested stock-settled units </div><div id="a46087" style="position:absolute;font-weight:normal;left:4.693px;top:16.2px;">was $</div><div id="a46087_5_2" style="position:absolute;font-weight:normal;left:37.013px;top:16.2px;">93 </div><div id="a46087_7_69" style="position:absolute;font-weight:normal;left:51.093px;top:16.2px;"><div style="display:inline-block;width:3.52px"> </div>million, which will be recognized over<div style="display:inline-block;width:2.14px"> </div>a weighted-average period of </div><div id="a46087_76_4" style="position:absolute;font-weight:normal;left:442.168px;top:16.2px;">1.71 </div><div id="a46087_80_27" style="position:absolute;font-weight:normal;left:466.648px;top:16.2px;"><div style="display:inline-block;width:3.52px"> </div>years, the longest period </div><div id="a46090" style="position:absolute;font-weight:normal;left:4.693px;top:32.4px;">being </div><div id="a46090_6_4" style="position:absolute;font-weight:normal;left:39.413px;top:32.4px;">2.73 </div><div id="a46090_10_97" style="position:absolute;font-weight:normal;left:63.893px;top:32.4px;"><div style="display:inline-block;width:3.52px"> </div>years.<div style="display:inline-block;width:6.77px"> </div>The weighted-average grant date fair value<div style="display:inline-block;width:2.07px"> </div>of stock unit awards granted during 2018 and </div><div id="a46095" style="position:absolute;font-weight:normal;left:4.693px;top:48.4px;">2017 was $</div><div id="a46095_10_5" style="position:absolute;font-weight:normal;left:68.533px;top:48.4px;">52.45 </div><div id="a46095_15_6" style="position:absolute;font-weight:normal;left:100.053px;top:48.4px;"><div style="display:inline-block;width:3.52px"> </div>and $</div><div id="a46095_21_5" style="position:absolute;font-weight:normal;left:134.293px;top:48.4px;">48.77 </div><div id="a46095_26_85" style="position:absolute;font-weight:normal;left:165.653px;top:48.4px;">, respectively.<div style="display:inline-block;width:7.61px"> </div>The total fair value of stock units issued during<div style="display:inline-block;width:1.94px"> </div>2018 and 2017 was </div><div id="a46096" style="position:absolute;font-weight:normal;left:4.693px;top:64.5px;">$</div><div id="a46096_1_3" style="position:absolute;font-weight:normal;left:11.733px;top:64.5px;">154 </div><div id="a46096_4_14" style="position:absolute;font-weight:normal;left:32.853px;top:64.5px;"><div style="display:inline-block;width:3.52px"> </div>million and $</div><div id="a46096_18_3" style="position:absolute;font-weight:normal;left:110.934px;top:64.5px;">159 </div><div id="a46096_21_24" style="position:absolute;font-weight:normal;left:132.054px;top:64.5px;"><div style="display:inline-block;width:3.52px"> </div>million, respectively. </div><div id="a46098" style="position:absolute;font-weight:normal;left:4.693px;top:80.5px;"> </div><div id="a46099" style="position:absolute;font-weight:normal;font-style:italic;left:4.693px;top:96.7px;">Cash-Settled </div><div id="a46103" style="position:absolute;font-weight:normal;left:4.693px;top:112.8px;">Beginning in 2018, cash-settled executive restricted stock units replaced the stock option program. These </div><div id="a46106" style="position:absolute;font-weight:normal;left:4.693px;top:128.8px;">restricted stock units, subject to elections to defer, will be settled in cash equal to the fair market value of a </div><div id="a46107" style="position:absolute;font-weight:normal;left:4.693px;top:145px;">share of ConocoPhillips common stock per unit on the settlement date and are classified as liabilities on the </div><div id="a46109" style="position:absolute;font-weight:normal;left:4.693px;top:161.2px;">balance sheet. Units awarded to retirement eligible employees vest six months from the grant date; however, </div><div id="a46113" style="position:absolute;font-weight:normal;left:4.693px;top:177.2px;">those units are not settled until the earlier of separation from the company or the end of the regularly scheduled </div><div id="a46115" style="position:absolute;font-weight:normal;left:4.693px;top:193.3px;">vesting period. Compensation expense is initially measured using the average fair market value of </div><div id="a46116" style="position:absolute;font-weight:normal;left:4.693px;top:209.3px;">ConocoPhillips common stock and is subsequently adjusted, based on changes in the ConocoPhillips stock </div><div id="a46117" style="position:absolute;font-weight:normal;left:4.693px;top:225.5px;">price through the end of each subsequent reporting period, through the settlement date. Recipients receive an </div><div id="a46119" style="position:absolute;font-weight:normal;left:4.693px;top:241.6px;">accrued reinvested dividend equivalent that is charged to compensation expense. The accrued reinvested </div><div id="a46120" style="position:absolute;font-weight:normal;left:4.693px;top:257.7px;">dividend is paid at the time of settlement, subject to the terms and conditions of the award. </div></div><div id="TextBlockContainer1035" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:634px;height:191px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a46126" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">The following summarizes our cash-settled stock<div style="display:inline-block;width:2.15px"> </div>unit activity for the year ended December 31, 2019:</div><div id="a46143" style="position:absolute;font-weight:normal;left:396.115px;top:33.9px;">Weighted-Average </div><div id="a46148" style="position:absolute;font-weight:normal;left:522.355px;top:33.9px;">Millions of Dollars</div><div id="a46152" style="position:absolute;font-weight:normal;left:279.928px;top:52.5px;">Stock Units</div><div id="a46155" style="position:absolute;font-weight:normal;left:377.875px;top:52.5px;">Grant Date Fair Value </div><div id="a46158" style="position:absolute;font-weight:normal;left:537.275px;top:52.5px;">Total Fair Value</div><div id="a46169" style="position:absolute;font-weight:normal;left:4.693px;top:89px;">Outstanding at December 31, 2018</div><div id="a46171" style="position:absolute;font-weight:normal;left:296.248px;top:89px;">376,608 </div><div id="a46174" style="position:absolute;font-weight:normal;left:422.835px;top:89px;">$</div><div id="a46176" style="position:absolute;font-weight:normal;left:467.155px;top:89px;">62.21 </div><div id="a46181" style="position:absolute;font-weight:normal;left:4.693px;top:105.9px;">Granted</div><div id="a46183" style="position:absolute;font-weight:bold;left:296.248px;top:105.9px;">319,552 </div><div id="a46187" style="position:absolute;font-weight:bold;left:467.155px;top:105.9px;">68.20 </div><div id="a46192" style="position:absolute;font-weight:normal;left:4.693px;top:121.9px;">Forfeited</div><div id="a46194" style="position:absolute;font-weight:bold;left:304.888px;top:121.9px;">(6,914) </div><div id="a46198" style="position:absolute;font-weight:bold;left:467.155px;top:121.9px;">61.35 </div><div id="a46203" style="position:absolute;font-weight:normal;left:4.693px;top:138.1px;">Issued</div><div id="a46205" style="position:absolute;font-weight:bold;left:297.848px;top:138.1px;">(92,255) </div><div id="a46209" style="position:absolute;font-weight:bold;left:467.155px;top:138.1px;">61.61 </div><div id="a46212" style="position:absolute;font-weight:bold;left:569.755px;top:138.1px;">$</div><div id="a46214" style="position:absolute;font-weight:bold;left:618.715px;top:138.1px;">6 </div><div id="a46216" style="position:absolute;font-weight:bold;left:4.693px;top:154.9px;">Outstanding at December 31, 2019</div><div id="a46218" style="position:absolute;font-weight:bold;left:296.248px;top:154.9px;">596,991 </div><div id="a46221" style="position:absolute;font-weight:bold;left:422.835px;top:154.9px;">$</div><div id="a46223" style="position:absolute;font-weight:bold;left:467.155px;top:154.9px;">64.54 </div><div id="a46228" style="position:absolute;font-weight:bold;left:4.693px;top:173.9px;">Not Vested at December 31, 2019</div><div id="a46230" style="position:absolute;font-weight:bold;left:296.248px;top:173.9px;">153,457 </div><div id="a46234" style="position:absolute;font-weight:bold;left:467.155px;top:173.9px;">64.54 </div></div><div id="TextBlockContainer1038" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:621px;height:97px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a46240" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">At December 31, 2019,<div style="display:inline-block;width:2.95px"> </div>the remaining unrecognized compensation<div style="display:inline-block;width:2.07px"> </div>cost from the unvested cash-settled units </div><div id="a46246" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">was $</div><div id="a46246_5_1" style="position:absolute;font-weight:normal;left:37.013px;top:16px;">5 </div><div id="a46246_6_69" style="position:absolute;font-weight:normal;left:44.048px;top:16px;"><div style="display:inline-block;width:3.52px"> </div>million, which will be recognized over a<div style="display:inline-block;width:2.13px"> </div>weighted-average period of </div><div id="a46246_75_4" style="position:absolute;font-weight:normal;left:435.315px;top:16px;">1.70 </div><div id="a46246_79_27" style="position:absolute;font-weight:normal;left:459.795px;top:16px;"><div style="display:inline-block;width:3.52px"> </div>years, the longest period </div><div id="a46256" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;">being </div><div id="a46256_6_4" style="position:absolute;font-weight:normal;left:39.413px;top:32.2px;">2.12 </div><div id="a46256_10_97" style="position:absolute;font-weight:normal;left:63.888px;top:32.2px;"><div style="display:inline-block;width:3.52px"> </div>years.<div style="display:inline-block;width:6.77px"> </div>The weighted-average grant date fair value<div style="display:inline-block;width:2.07px"> </div>of stock unit awards granted during 2018<div style="display:inline-block;width:2.11px"> </div>was </div><div id="a46267" style="position:absolute;font-weight:normal;left:4.693px;top:48.2px;">$</div><div id="a46267_1_5" style="position:absolute;font-weight:normal;left:11.733px;top:48.2px;">53.68 </div><div id="a46267_6_63" style="position:absolute;font-weight:normal;left:43.408px;top:48.2px;">.<div style="display:inline-block;width:6.88px"> </div>The total fair value of stock units issued during<div style="display:inline-block;width:1.82px"> </div>2018 was $</div><div id="a46267_69_1" style="position:absolute;font-weight:normal;left:385.395px;top:48.2px;">1 </div><div id="a46267_70_10" style="position:absolute;font-weight:normal;left:392.435px;top:48.2px;"><div style="display:inline-block;width:3.52px"> </div>million. </div><div id="a46278" style="position:absolute;font-weight:normal;left:4.693px;top:64.3px;"> </div><div id="a46279" style="position:absolute;font-weight:bold;left:4.693px;top:80.5px;"><div style="display:inline-block;width:195.55px"> </div></div></div><div id="TextBlockContainer1040" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:641px;height:387px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a46284" style="position:absolute;font-weight:bold;left:4.693px;top:0px;">Performance Share Program</div><div id="a46287" style="position:absolute;font-weight:normal;left:178.168px;top:0px;">—Under the Plan, we also annually grant restricted<div style="display:inline-block;width:2.01px"> </div>performance share units </div><div id="a46289" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">(PSUs) to senior management.<div style="display:inline-block;width:6.02px"> </div>These PSUs are authorized three years prior to<div style="display:inline-block;width:2.17px"> </div>their effective grant date (the </div><div id="a46292" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;">performance period).<div style="display:inline-block;width:6.45px"> </div>Compensation expense is initially measured<div style="display:inline-block;width:2.17px"> </div>using the average fair market value of </div><div id="a46293" style="position:absolute;font-weight:normal;left:4.693px;top:48.2px;">ConocoPhillips common stock and is subsequently<div style="display:inline-block;width:1.97px"> </div>adjusted, based on changes in the ConocoPhillips<div style="display:inline-block;width:1.96px"> </div>stock </div><div id="a46295" style="position:absolute;font-weight:normal;left:4.693px;top:64.3px;">price through the end of each subsequent reporting<div style="display:inline-block;width:2.03px"> </div>period, through the grant date for stock-settled<div style="display:inline-block;width:2.01px"> </div>awards and </div><div id="a46298" style="position:absolute;font-weight:normal;left:4.693px;top:80.5px;">the settlement date for cash-settled awards.<div style="display:inline-block;width:5.8px"> </div></div><div id="a46302" style="position:absolute;font-weight:normal;left:4.693px;top:96.5px;"> </div><div id="a46303" style="position:absolute;font-weight:normal;font-style:italic;left:4.693px;top:112.7px;">Stock-Settled </div><div id="a46307" style="position:absolute;font-weight:normal;left:4.693px;top:128.8px;">For performance periods beginning before 2009, PSUs do not vest until the employee becomes eligible for </div><div id="a46308" style="position:absolute;font-weight:normal;left:4.693px;top:144.8px;">retirement by reaching age 55 with five years of service, and restrictions do not lapse until the employee </div><div id="a46309" style="position:absolute;font-weight:normal;left:4.693px;top:161px;">separates from the company. With respect to awards for performance periods beginning in 2009 through 2012, </div><div id="a46311" style="position:absolute;font-weight:normal;left:4.693px;top:177px;">PSUs do not vest until the earlier of the date the employee becomes eligible for retirement by reaching age 55 </div><div id="a46312" style="position:absolute;font-weight:normal;left:4.693px;top:193.1px;">with five years of service or five years after the grant date of the award, and restrictions do not lapse until the </div><div id="a46314" style="position:absolute;font-weight:normal;left:4.693px;top:209.3px;">earlier of the employee’s separation from the company or five years after the grant date (although recipients </div><div id="a46315" style="position:absolute;font-weight:normal;left:4.693px;top:225.3px;">can elect to defer the lapsing of restrictions until separation). We recognize compensation expense for these </div><div id="a46316" style="position:absolute;font-weight:normal;left:4.693px;top:241.5px;">awards beginning on the grant date and ending on the date the PSUs are scheduled to vest. Since these awards </div><div id="a46318" style="position:absolute;font-weight:normal;left:4.693px;top:257.5px;">are authorized three years prior to the grant date, for employees eligible for retirement by or shortly after the </div><div id="a46319" style="position:absolute;font-weight:normal;left:4.693px;top:273.7px;">grant date, we recognize compensation expense over the period beginning on the date of authorization and </div><div id="a46321" style="position:absolute;font-weight:normal;left:4.693px;top:289.8px;">ending on the date of grant. Until issued as stock, recipients of the PSUs receive a quarterly cash payment of a </div><div id="a46322" style="position:absolute;font-weight:normal;left:4.693px;top:305.8px;">dividend equivalent that is charged to retained earnings. Beginning in 2013, PSUs authorized for future grants </div><div id="a46324" style="position:absolute;font-weight:normal;left:4.693px;top:322px;">will vest, absent employee election to defer, upon settlement following the conclusion of the three-year </div><div id="a46327" style="position:absolute;font-weight:normal;left:4.693px;top:338.1px;">performance period. We recognize compensation expense over the period beginning on the date of </div><div id="a46328" style="position:absolute;font-weight:normal;left:4.693px;top:354.1px;">authorization and ending on the conclusion of the performance period. PSUs are settled by issuing one share </div><div id="a46331" style="position:absolute;font-weight:normal;left:4.693px;top:370.3px;">of ConocoPhillips common stock per unit. </div></div><div id="TextBlockContainer1043" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:634px;height:200px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a46334" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">The following summarizes our stock-settled Performance<div style="display:inline-block;width:1.8px"> </div>Share Program activity for the year ended </div><div id="a46338" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">December 31, 2019:</div><div id="a46351" style="position:absolute;font-weight:normal;left:386.035px;top:49.9px;">Weighted-Average </div><div id="a46356" style="position:absolute;font-weight:normal;left:522.515px;top:49.9px;">Millions of Dollars</div><div id="a46359" style="position:absolute;font-weight:normal;left:270.008px;top:66.7px;">Stock Units</div><div id="a46362" style="position:absolute;font-weight:normal;left:367.795px;top:66.7px;">Grant Date Fair Value </div><div id="a46365" style="position:absolute;font-weight:normal;left:537.435px;top:66.7px;">Total Fair Value</div><div id="a46375" style="position:absolute;font-weight:normal;left:4.693px;top:98.7px;">Outstanding at December 31, 2018</div><div id="a46377" style="position:absolute;font-weight:normal;left:275.768px;top:98.7px;">2,335,542 </div><div id="a46380" style="position:absolute;font-weight:normal;left:412.755px;top:99.5px;">$</div><div id="a46382" style="position:absolute;font-weight:normal;left:457.235px;top:98.7px;">50.45 </div><div id="a46387" style="position:absolute;font-weight:normal;left:4.693px;top:115.7px;">Granted</div><div id="a46389" style="position:absolute;font-weight:bold;left:293.208px;top:115.7px;">77,841 </div><div id="a46393" style="position:absolute;font-weight:bold;left:457.235px;top:115.7px;">68.90 </div><div id="a46398" style="position:absolute;font-weight:normal;left:4.693px;top:131.7px;">Forfeited</div><div id="a46400" style="position:absolute;font-weight:bold;left:327.128px;top:131.7px;">- </div><div id="a46408" style="position:absolute;font-weight:normal;left:4.693px;top:147.9px;">Issued</div><div id="a46410" style="position:absolute;font-weight:bold;left:280.888px;top:147.9px;">(388,559) </div><div id="a46414" style="position:absolute;font-weight:bold;left:457.235px;top:147.9px;">53.66 </div><div id="a46417" style="position:absolute;font-weight:bold;left:569.915px;top:147.9px;">$</div><div id="a46419" style="position:absolute;font-weight:bold;left:611.675px;top:147.9px;">25 </div><div id="a46421" style="position:absolute;font-weight:bold;left:4.693px;top:164.7px;">Outstanding at December 31, 2019</div><div id="a46424" style="position:absolute;font-weight:bold;left:275.768px;top:164.7px;">2,024,824 </div><div id="a46427" style="position:absolute;font-weight:bold;left:412.755px;top:164.7px;">$</div><div id="a46429" style="position:absolute;font-weight:bold;left:457.235px;top:164.7px;">50.55 </div><div id="a46434" style="position:absolute;font-weight:bold;left:4.693px;top:183.7px;">Not Vested at December 31, 2019</div><div id="a46436" style="position:absolute;font-weight:bold;left:293.208px;top:183.7px;">15,616 </div><div id="a46439" style="position:absolute;font-weight:bold;left:412.755px;top:183.7px;">$</div><div id="a46441" style="position:absolute;font-weight:bold;left:457.235px;top:183.7px;">47.80 </div></div><div id="TextBlockContainer1046" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:639px;height:242px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a46448" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">At December 31, 2019,<div style="display:inline-block;width:2.95px"> </div>the remaining unrecognized compensation<div style="display:inline-block;width:2.07px"> </div>cost from unvested stock-settled </div><div id="a46453" style="position:absolute;font-weight:normal;left:4.693px;top:16.2px;">performance share awards was </div><div id="a46453_29_4" style="position:absolute;font-weight:normal;left:180.373px;top:16.2px;">zero </div><div id="a46453_33_76" style="position:absolute;font-weight:normal;left:204.533px;top:16.2px;">.<div style="display:inline-block;width:6.88px"> </div>The weighted-average grant date fair value of<div style="display:inline-block;width:2.18px"> </div>stock-settled PSUs granted </div><div id="a46458" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;">during 2018 and 2017 was $</div><div id="a46458_26_5" style="position:absolute;font-weight:normal;left:163.734px;top:32.2px;">53.28 </div><div id="a46458_31_6" style="position:absolute;font-weight:normal;left:195.414px;top:32.2px;"><div style="display:inline-block;width:3.52px"> </div>and $</div><div id="a46458_37_5" style="position:absolute;font-weight:normal;left:229.494px;top:32.2px;">49.76 </div><div id="a46458_42_67" style="position:absolute;font-weight:normal;left:261.174px;top:32.2px;">, respectively.<div style="display:inline-block;width:7.29px"> </div>The total fair value of stock-settled PSUs issued </div><div id="a46462" style="position:absolute;font-weight:normal;left:4.693px;top:48.3px;">during 2018 and 2017 was $</div><div id="a46462_26_2" style="position:absolute;font-weight:normal;left:163.734px;top:48.3px;">29 </div><div id="a46462_28_14" style="position:absolute;font-weight:normal;left:177.814px;top:48.3px;"><div style="display:inline-block;width:3.52px"> </div>million and $</div><div id="a46462_42_2" style="position:absolute;font-weight:normal;left:256.054px;top:48.3px;">57 </div><div id="a46462_44_24" style="position:absolute;font-weight:normal;left:269.974px;top:48.3px;"><div style="display:inline-block;width:3.52px"> </div>million, respectively. </div><div id="a46464" style="position:absolute;font-weight:normal;left:4.693px;top:64.5px;"> </div><div id="a46465" style="position:absolute;font-weight:normal;font-style:italic;left:4.693px;top:80.5px;">Cash-Settled </div><div id="a46469" style="position:absolute;font-weight:normal;left:4.693px;top:96.7px;">In connection with and immediately following the<div style="display:inline-block;width:2.17px"> </div>separation of our Downstream businesses<div style="display:inline-block;width:2.01px"> </div>in 2012, grants of </div><div id="a46470" style="position:absolute;font-weight:normal;left:4.693px;top:112.7px;">new PSUs, subject to a shortened performance<div style="display:inline-block;width:2.11px"> </div>period, were authorized.<div style="display:inline-block;width:6.05px"> </div>Once granted, these PSUs vest, absent </div><div id="a46472" style="position:absolute;font-weight:normal;left:4.693px;top:128.8px;">employee election to defer, on the earlier of five years after<div style="display:inline-block;width:2.18px"> </div>the grant date of the award or the date the </div><div id="a46473" style="position:absolute;font-weight:normal;left:4.693px;top:145px;">employee becomes eligible for retirement.<div style="display:inline-block;width:5.75px"> </div>For employees eligible for retirement by or shortly<div style="display:inline-block;width:2.07px"> </div>after the grant </div><div id="a46476" style="position:absolute;font-weight:normal;left:4.693px;top:161px;">date, we recognize compensation expense<div style="display:inline-block;width:2.18px"> </div>over the period beginning on the date of authorization<div style="display:inline-block;width:1.87px"> </div>and ending on </div><div id="a46477" style="position:absolute;font-weight:normal;left:4.693px;top:177.2px;">the date of grant.<div style="display:inline-block;width:6.53px"> </div>Otherwise, we recognize compensation expense<div style="display:inline-block;width:2.01px"> </div>beginning on the grant date and ending on </div><div id="a46479" style="position:absolute;font-weight:normal;left:4.693px;top:193.3px;">the date the PSUs are scheduled to vest.<div style="display:inline-block;width:5.8px"> </div>These PSUs are settled in cash equal to the fair<div style="display:inline-block;width:1.86px"> </div>market value of a </div><div id="a46480" style="position:absolute;font-weight:normal;left:4.693px;top:209.3px;">share of ConocoPhillips common stock per unit<div style="display:inline-block;width:2.13px"> </div>on the settlement date and thus are classified<div style="display:inline-block;width:2.04px"> </div>as liabilities on </div><div id="a46481" style="position:absolute;font-weight:normal;left:4.693px;top:225.5px;">the balance sheet.<div style="display:inline-block;width:6.4px"> </div>Until settlement occurs, recipients of the PSUs receive<div style="display:inline-block;width:1.99px"> </div>a quarterly cash payment of a </div></div><div id="TextBlockContainer1048" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:642px;height:210px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a46486" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">dividend equivalent that is charged to compensation expense. </div><div id="a46488" style="position:absolute;font-weight:normal;left:4.693px;top:16px;"><div style="display:inline-block;width:7.04px"> </div></div><div id="a46490" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;">Beginning in 2013, PSUs authorized for future grants<div style="display:inline-block;width:1.93px"> </div>will vest upon settlement following the conclusion<div style="display:inline-block;width:2.03px"> </div>of the </div><div id="a46491" style="position:absolute;font-weight:normal;left:4.693px;top:48.2px;">three-year performance period.<div style="display:inline-block;width:6.07px"> </div>We recognize compensation expense over the period beginning on the date of </div><div id="a46496" style="position:absolute;font-weight:normal;left:4.693px;top:64.3px;">authorization and ending at the conclusion of<div style="display:inline-block;width:2.17px"> </div>the performance period.<div style="display:inline-block;width:6.25px"> </div>These PSUs will be settled in cash equal </div><div id="a46497" style="position:absolute;font-weight:normal;left:4.693px;top:80.5px;">to the fair market value of a share of ConocoPhillips<div style="display:inline-block;width:1.95px"> </div>common stock per unit on the settlement date<div style="display:inline-block;width:2.13px"> </div>and are </div><div id="a46499" style="position:absolute;font-weight:normal;left:4.693px;top:96.5px;">classified as liabilities on the balance sheet.<div style="display:inline-block;width:5.74px"> </div>For performance periods beginning before<div style="display:inline-block;width:1.99px"> </div>2018, during the </div><div id="a46500" style="position:absolute;font-weight:normal;left:4.693px;top:112.7px;">performance period, recipients of the PSUs do<div style="display:inline-block;width:2.08px"> </div>not receive a quarterly cash payment of a dividend<div style="display:inline-block;width:2.17px"> </div>equivalent, </div><div id="a46502" style="position:absolute;font-weight:normal;left:4.693px;top:128.8px;">but after the performance period ends, until<div style="display:inline-block;width:2.05px"> </div>settlement in cash occurs, recipients of the PSUs<div style="display:inline-block;width:2.13px"> </div>receive a </div><div id="a46503" style="position:absolute;font-weight:normal;left:4.693px;top:144.8px;">quarterly cash payment of a dividend equivalent<div style="display:inline-block;width:2.1px"> </div>that is charged to compensation expense.<div style="display:inline-block;width:6.11px"> </div>For the performance </div><div id="a46505" style="position:absolute;font-weight:normal;left:4.693px;top:161px;">period beginning in 2018, recipients of the PSUs<div style="display:inline-block;width:2.11px"> </div>receive an accrued reinvested dividend equivalent<div style="display:inline-block;width:2.13px"> </div>that is </div><div id="a46507" style="position:absolute;font-weight:normal;left:4.693px;top:177px;">charged to compensation expense.<div style="display:inline-block;width:6.31px"> </div>The accrued reinvested dividend is paid at<div style="display:inline-block;width:2.14px"> </div>the time of settlement, subject to </div><div id="a46508" style="position:absolute;font-weight:normal;left:4.693px;top:193.1px;">the terms and conditions of the award. </div></div><div id="TextBlockContainer1051" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:634px;height:200px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a46513" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">The following summarizes our cash-settled Performance<div style="display:inline-block;width:1.87px"> </div>Share Program activity for the year ended </div><div id="a46518" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">December 31, 2019:</div><div id="a46531" style="position:absolute;font-weight:normal;left:386.035px;top:49.9px;">Weighted-Average </div><div id="a46536" style="position:absolute;font-weight:normal;left:522.515px;top:49.9px;">Millions of Dollars</div><div id="a46539" style="position:absolute;font-weight:normal;left:270.008px;top:66.7px;">Stock Units</div><div id="a46542" style="position:absolute;font-weight:normal;left:367.795px;top:66.7px;">Grant Date Fair Value </div><div id="a46545" style="position:absolute;font-weight:normal;left:537.435px;top:66.7px;">Total Fair Value</div><div id="a46555" style="position:absolute;font-weight:normal;left:4.693px;top:98.7px;">Outstanding at December 31, 2018</div><div id="a46557" style="position:absolute;font-weight:normal;left:275.768px;top:98.7px;">1,131,007 </div><div id="a46560" style="position:absolute;font-weight:normal;left:412.755px;top:99.5px;">$</div><div id="a46562" style="position:absolute;font-weight:normal;left:457.235px;top:98.7px;">62.21 </div><div id="a46567" style="position:absolute;font-weight:normal;left:4.693px;top:115.7px;">Granted</div><div id="a46569" style="position:absolute;font-weight:bold;left:275.768px;top:115.7px;">1,958,043 </div><div id="a46573" style="position:absolute;font-weight:bold;left:457.235px;top:115.7px;">68.90 </div><div id="a46578" style="position:absolute;font-weight:normal;left:4.693px;top:131.7px;">Forfeited</div><div id="a46580" style="position:absolute;font-weight:bold;left:327.128px;top:131.7px;">- </div><div id="a46588" style="position:absolute;font-weight:normal;left:4.693px;top:147.8px;">Settled</div><div id="a46590" style="position:absolute;font-weight:bold;left:270.488px;top:147.8px;">(2,479,776) </div><div id="a46594" style="position:absolute;font-weight:bold;left:457.235px;top:147.8px;">69.10 </div><div id="a46597" style="position:absolute;font-weight:bold;left:569.915px;top:147.8px;">$</div><div id="a46599" style="position:absolute;font-weight:bold;left:604.795px;top:147.8px;">171 </div><div id="a46601" style="position:absolute;font-weight:bold;left:4.693px;top:164.6px;">Outstanding at December 31, 2019</div><div id="a46604" style="position:absolute;font-weight:bold;left:286.328px;top:164.6px;">609,274 </div><div id="a46607" style="position:absolute;font-weight:bold;left:412.755px;top:164.6px;">$</div><div id="a46609" style="position:absolute;font-weight:bold;left:457.235px;top:164.6px;">64.54 </div><div id="a46614" style="position:absolute;font-weight:bold;left:4.693px;top:183.7px;">Not Vested at December 31, 2019</div><div id="a46616" style="position:absolute;font-weight:bold;left:293.208px;top:183.7px;">38,487 </div><div id="a46619" style="position:absolute;font-weight:bold;left:412.755px;top:183.7px;">$</div><div id="a46621" style="position:absolute;font-weight:bold;left:457.235px;top:183.7px;">64.54 </div></div><div id="TextBlockContainer1054" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:640px;height:226px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a46628" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">At December 31, 2019,<div style="display:inline-block;width:2.95px"> </div>the remaining unrecognized compensation<div style="display:inline-block;width:2.07px"> </div>cost from unvested cash-settled </div><div id="a46633" style="position:absolute;font-weight:normal;left:4.693px;top:16.2px;">performance share awards was </div><div id="a46633_29_4" style="position:absolute;font-weight:normal;left:180.373px;top:16.2px;">zero </div><div id="a46633_33_75" style="position:absolute;font-weight:normal;left:204.533px;top:16.2px;">.<div style="display:inline-block;width:6.88px"> </div>The weighted-average grant date fair value of<div style="display:inline-block;width:2.18px"> </div>cash-settled PSUs granted </div><div id="a46638" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;">during 2018 and 2017 was $</div><div id="a46638_26_5" style="position:absolute;font-weight:normal;left:163.734px;top:32.2px;">53.28 </div><div id="a46638_31_6" style="position:absolute;font-weight:normal;left:195.414px;top:32.2px;"><div style="display:inline-block;width:3.52px"> </div>and $</div><div id="a46638_37_5" style="position:absolute;font-weight:normal;left:229.494px;top:32.2px;">49.76 </div><div id="a46638_42_66" style="position:absolute;font-weight:normal;left:261.174px;top:32.2px;">, respectively.<div style="display:inline-block;width:7.29px"> </div>The total fair value of cash-settled performance </div><div id="a46642" style="position:absolute;font-weight:normal;left:4.693px;top:48.3px;">share awards settled during 2018 and 2017<div style="display:inline-block;width:2.17px"> </div>was $</div><div id="a46642_47_2" style="position:absolute;font-weight:normal;left:280.213px;top:48.3px;">22 </div><div id="a46642_49_14" style="position:absolute;font-weight:normal;left:294.133px;top:48.3px;"><div style="display:inline-block;width:3.52px"> </div>million and $</div><div id="a46642_63_2" style="position:absolute;font-weight:normal;left:372.214px;top:48.3px;">24 </div><div id="a46642_65_24" style="position:absolute;font-weight:normal;left:386.294px;top:48.3px;"><div style="display:inline-block;width:3.52px"> </div>million, respectively. </div><div id="a46644" style="position:absolute;font-weight:normal;left:4.693px;top:64.3px;"> </div><div id="a46645" style="position:absolute;font-weight:normal;left:4.693px;top:80.5px;">From inception of the Performance Share Program<div style="display:inline-block;width:2.09px"> </div>through 2013, approved PSU awards<div style="display:inline-block;width:2.11px"> </div>were granted after the </div><div id="a46646" style="position:absolute;font-weight:normal;left:4.693px;top:96.6px;">conclusion of performance periods.<div style="display:inline-block;width:6.08px"> </div></div><div id="a46646_36_74" style="position:absolute;font-weight:normal;left:210.168px;top:96.6px;">Beginning in February 2014, initial target PSU awards are issued near the </div><div id="a46652" style="position:absolute;font-weight:normal;left:4.693px;top:112.6px;">beginning of new performance periods. These initial target PSU awards will terminate at the end of the </div><div id="a46654" style="position:absolute;font-weight:normal;left:4.693px;top:128.8px;">performance periods and will be settled after the performance periods have ended. Also in 2014, initial target </div><div id="a46658" style="position:absolute;font-weight:normal;left:4.693px;top:145px;">PSU awards were issued for open performance periods that began in prior years. For the open performance </div><div id="a46664" style="position:absolute;font-weight:normal;left:4.693px;top:161px;">period beginning in 2012, the initial target PSU awards terminated at the end of the three-year performance </div><div id="a46672" style="position:absolute;font-weight:normal;left:4.693px;top:177.1px;">period and were replaced with approved PSU awards. For the open performance period beginning in 2013, the </div><div id="a46681" style="position:absolute;font-weight:normal;left:4.693px;top:193.1px;">initial target PSU awards terminated at the end of the three-year performance period and were settled after the </div><div id="a46692" style="position:absolute;font-weight:normal;left:4.693px;top:209.3px;">performance period ended. </div><div id="a46692_27_59" style="position:absolute;font-weight:normal;left:162.128px;top:209.3px;">There is no effect on recognition of compensation expense. </div></div><div id="TextBlockContainer1056" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:640px;height:81px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a46697" style="position:absolute;font-weight:bold;left:4.693px;top:0px;">Other</div><div id="a46698" style="position:absolute;font-weight:normal;left:40.533px;top:0px;">—In addition to the above active programs,<div style="display:inline-block;width:2.04px"> </div>we have outstanding shares of restricted stock and<div style="display:inline-block;width:2.11px"> </div>restricted </div><div id="a46700" style="position:absolute;font-weight:normal;left:4.693px;top:16.2px;">stock units that were either issued as part of<div style="display:inline-block;width:2.18px"> </div>our non-employee director compensation program<div style="display:inline-block;width:2.05px"> </div>for current and </div><div id="a46705" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;">former members of the company’s Board of Directors or as part of an executive<div style="display:inline-block;width:2.02px"> </div>compensation program that </div><div id="a46708" style="position:absolute;font-weight:normal;left:4.693px;top:48.3px;">has been discontinued.<div style="display:inline-block;width:6.38px"> </div>Generally, the recipients of the restricted shares or units receive a quarterly dividend<div style="display:inline-block;width:1.98px"> </div>or </div><div id="a46710" style="position:absolute;font-weight:normal;left:4.693px;top:64.5px;">dividend equivalent. </div></div><div id="TextBlockContainer1060" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:634px;height:181px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="div_1058_XBRL_CS_7139f50d3c824c64a1b154bdff6d663f" style="position:absolute;left:0px;top:0px;float:left;"><div id="TextBlockContainer1059" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:634px;height:181px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a46716" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">The following summarizes the aggregate activity<div style="display:inline-block;width:1.96px"> </div>of these restricted shares and units for the<div style="display:inline-block;width:2.12px"> </div>year ended </div><div id="a46718" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">December 31, 2019:</div><div id="a46731" style="position:absolute;font-weight:normal;left:386.035px;top:49.9px;">Weighted-Average </div><div id="a46736" style="position:absolute;font-weight:normal;left:522.515px;top:49.9px;">Millions of Dollars</div><div id="a46739" style="position:absolute;font-weight:normal;left:270.008px;top:66.6px;">Stock Units</div><div id="a46742" style="position:absolute;font-weight:normal;left:367.795px;top:66.6px;">Grant Date Fair Value </div><div id="a46745" style="position:absolute;font-weight:normal;left:537.435px;top:66.6px;">Total Fair Value</div><div id="a46755" style="position:absolute;font-weight:normal;left:4.693px;top:98.7px;">Outstanding at December 31, 2018</div><div id="a46757" style="position:absolute;font-weight:normal;left:275.768px;top:98.7px;">1,107,315 </div><div id="a46760" style="position:absolute;font-weight:normal;left:412.755px;top:99.5px;">$</div><div id="a46762" style="position:absolute;font-weight:normal;left:457.235px;top:98.7px;">46.57 </div><div id="a46767" style="position:absolute;font-weight:normal;left:4.693px;top:115.5px;">Granted</div><div id="a46769" style="position:absolute;font-weight:bold;left:293.208px;top:115.5px;">64,063 </div><div id="a46773" style="position:absolute;font-weight:bold;left:457.235px;top:115.5px;">63.58 </div><div id="a46778" style="position:absolute;font-weight:normal;left:4.693px;top:131.7px;">Cancelled</div><div id="a46780" style="position:absolute;font-weight:bold;left:294.968px;top:131.7px;">(2,307) </div><div id="a46784" style="position:absolute;font-weight:bold;left:457.235px;top:131.7px;">23.73 </div><div id="a46789" style="position:absolute;font-weight:normal;left:4.693px;top:147.9px;">Issued</div><div id="a46791" style="position:absolute;font-weight:bold;left:280.888px;top:147.9px;">(177,163) </div><div id="a46795" style="position:absolute;font-weight:bold;left:457.235px;top:147.9px;">49.23 </div><div id="a46798" style="position:absolute;font-weight:bold;left:569.915px;top:147.9px;">$</div><div id="a46800" style="position:absolute;font-weight:bold;left:611.675px;top:147.9px;">11 </div><div id="a46802" style="position:absolute;font-weight:bold;left:4.693px;top:164.5px;">Outstanding at December 31, 2019</div><div id="a46805" style="position:absolute;font-weight:bold;left:286.328px;top:164.5px;">991,908 </div><div id="a46808" style="position:absolute;font-weight:bold;left:412.755px;top:164.5px;">$</div><div id="a46810" style="position:absolute;font-weight:bold;left:457.235px;top:164.5px;">47.24 </div></div></div></div><div id="TextBlockContainer1062" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:622px;height:65px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a46817" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">At December 31, 2019, all outstanding restricted<div style="display:inline-block;width:1.99px"> </div>stock and restricted stock units were fully vested<div style="display:inline-block;width:2.07px"> </div>and there </div><div id="a46819" style="position:absolute;font-weight:normal;left:4.693px;top:16.2px;">was </div><div id="a46819_4_2" style="position:absolute;font-weight:normal;left:30.133px;top:16.2px;">no </div><div id="a46819_6_99" style="position:absolute;font-weight:normal;left:44.053px;top:16.2px;"><div style="display:inline-block;width:3.52px"> </div>remaining compensation cost to be recorded.<div style="display:inline-block;width:5.51px"> </div>The weighted-average grant date fair value of awards </div><div id="a46822" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;">granted during 2018 and 2017 was $</div><div id="a46822_34_5" style="position:absolute;font-weight:normal;left:209.334px;top:32.2px;">62.01 </div><div id="a46822_39_6" style="position:absolute;font-weight:normal;left:240.854px;top:32.2px;"><div style="display:inline-block;width:3.52px"> </div>and $</div><div id="a46822_45_5" style="position:absolute;font-weight:normal;left:275.094px;top:32.2px;">48.87 </div><div id="a46822_50_55" style="position:absolute;font-weight:normal;left:306.614px;top:32.2px;">, respectively.<div style="display:inline-block;width:7.51px"> </div>The total fair value of awards issued </div><div id="a46824" style="position:absolute;font-weight:normal;left:4.693px;top:48.4px;">during 2018 and 2017 was $</div><div id="a46824_26_2" style="position:absolute;font-weight:normal;left:163.734px;top:48.4px;">17 </div><div id="a46824_28_14" style="position:absolute;font-weight:normal;left:177.814px;top:48.4px;"><div style="display:inline-block;width:3.52px"> </div>million and $</div><div id="a46824_42_1" style="position:absolute;font-weight:normal;left:256.088px;top:48.4px;">4 </div><div id="a46824_43_25" style="position:absolute;font-weight:normal;left:263.128px;top:48.4px;"><div style="display:inline-block;width:3.52px"> </div>million, respectively.<div style="display:inline-block;width:7.12px"> </div></div></div> <div id="TextBlockContainer933" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:635px;height:553px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a41509" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">An analysis of the projected benefit obligations<div style="display:inline-block;width:2.13px"> </div>for our pension plans and accumulated benefit<div style="display:inline-block;width:2.01px"> </div>obligations for</div><div id="a41511" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">our postretirement health and life insurance plans<div style="display:inline-block;width:2.1px"> </div>follows:</div><div id="a41527" style="position:absolute;font-weight:normal;left:390.035px;top:46.1px;">Millions of Dollars</div><div id="a41530" style="position:absolute;font-weight:normal;left:334.328px;top:62.7px;">Pension Benefits</div><div id="a41533" style="position:absolute;font-weight:normal;left:531.355px;top:62.7px;">Other Benefits</div><div id="a41536" style="position:absolute;font-weight:bold;left:305.688px;top:79.5px;">2019</div><div id="a41539" style="position:absolute;font-weight:normal;left:434.355px;top:79.5px;">2018</div><div id="a41542" style="position:absolute;font-weight:bold;left:539.835px;top:79.5px;">2019</div><div id="a41545" style="position:absolute;font-weight:normal;left:601.755px;top:79.5px;">2018</div><div id="a41548" style="position:absolute;font-weight:bold;left:294.808px;top:96.3px;">U.S.</div><div id="a41551" style="position:absolute;font-weight:bold;left:351.795px;top:96.3px;">Int’l.</div><div id="a41554" style="position:absolute;font-weight:normal;left:418.835px;top:96.3px;">U.S.</div><div id="a41557" style="position:absolute;font-weight:normal;left:478.035px;top:96.3px;">Int’l.</div><div id="a41563" style="position:absolute;font-weight:bold;left:4.693px;top:113.1px;">Change in Benefit Obligation</div><div id="a41577" style="position:absolute;font-weight:normal;left:4.693px;top:129.1px;">Benefit obligation at January 1</div><div id="a41579" style="position:absolute;font-weight:bold;left:257.688px;top:129.1px;">$</div><div id="a41581" style="position:absolute;font-weight:bold;left:284.248px;top:129.1px;">2,136 </div><div id="a41584" style="position:absolute;font-weight:bold;left:346.168px;top:129.1px;">3,438 </div><div id="a41587" style="position:absolute;font-weight:normal;left:408.275px;top:129.1px;">3,236 </div><div id="a41590" style="position:absolute;font-weight:normal;left:470.195px;top:129.1px;">3,845 </div><div id="a41593" style="position:absolute;font-weight:bold;left:542.875px;top:129.1px;">218 </div><div id="a41596" style="position:absolute;font-weight:normal;left:604.795px;top:129.1px;">265 </div><div id="a41598" style="position:absolute;font-weight:normal;left:4.693px;top:145.3px;">Service cost</div><div id="a41601" style="position:absolute;font-weight:bold;left:301.688px;top:145.3px;">79 </div><div id="a41604" style="position:absolute;font-weight:bold;left:363.635px;top:145.3px;">69 </div><div id="a41607" style="position:absolute;font-weight:normal;left:425.715px;top:145.3px;">83 </div><div id="a41610" style="position:absolute;font-weight:normal;left:487.635px;top:145.3px;">81 </div><div id="a41613" style="position:absolute;font-weight:bold;left:556.795px;top:145.3px;">1 </div><div id="a41616" style="position:absolute;font-weight:normal;left:618.715px;top:145.3px;">1 </div><div id="a41618" style="position:absolute;font-weight:normal;left:4.693px;top:161.4px;">Interest cost</div><div id="a41621" style="position:absolute;font-weight:bold;left:301.688px;top:161.4px;">79 </div><div id="a41624" style="position:absolute;font-weight:bold;left:363.635px;top:161.4px;">97 </div><div id="a41627" style="position:absolute;font-weight:normal;left:425.715px;top:161.4px;">99 </div><div id="a41630" style="position:absolute;font-weight:normal;left:480.755px;top:161.4px;">107 </div><div id="a41633" style="position:absolute;font-weight:bold;left:556.795px;top:161.4px;">8 </div><div id="a41636" style="position:absolute;font-weight:normal;left:618.715px;top:161.4px;">8 </div><div id="a41638" style="position:absolute;font-weight:normal;left:4.693px;top:177.5px;">Plan participant contributions</div><div id="a41641" style="position:absolute;font-weight:bold;left:311.128px;top:177.5px;">- </div><div id="a41644" style="position:absolute;font-weight:bold;left:370.675px;top:177.5px;">2 </div><div id="a41647" style="position:absolute;font-weight:normal;left:435.155px;top:177.5px;">- </div><div id="a41650" style="position:absolute;font-weight:normal;left:494.675px;top:177.5px;">2 </div><div id="a41653" style="position:absolute;font-weight:bold;left:549.755px;top:177.5px;">20 </div><div id="a41656" style="position:absolute;font-weight:normal;left:611.675px;top:177.5px;">22 </div><div id="a41658" style="position:absolute;font-weight:normal;left:4.693px;top:193.6px;">Plan amendments</div><div id="a41661" style="position:absolute;font-weight:bold;left:311.128px;top:193.6px;">- </div><div id="a41664" style="position:absolute;font-weight:bold;left:373.075px;top:193.6px;">- </div><div id="a41667" style="position:absolute;font-weight:normal;left:435.155px;top:193.6px;">- </div><div id="a41670" style="position:absolute;font-weight:normal;left:494.675px;top:193.6px;">7 </div><div id="a41673" style="position:absolute;font-weight:bold;left:559.195px;top:193.6px;">- </div><div id="a41676" style="position:absolute;font-weight:normal;left:621.115px;top:193.6px;">- </div><div id="a41678" style="position:absolute;font-weight:normal;left:4.693px;top:209.6px;">Actuarial (gain) loss</div><div id="a41681" style="position:absolute;font-weight:bold;left:294.808px;top:209.6px;">278 </div><div id="a41684" style="position:absolute;font-weight:bold;left:356.755px;top:209.6px;">387 </div><div id="a41687" style="position:absolute;font-weight:normal;left:420.435px;top:209.6px;">(44) </div><div id="a41690" style="position:absolute;font-weight:normal;left:475.315px;top:209.6px;">(259) </div><div id="a41693" style="position:absolute;font-weight:bold;left:549.755px;top:209.6px;">27 </div><div id="a41696" style="position:absolute;font-weight:normal;left:606.395px;top:209.6px;">(10) </div><div id="a41698" style="position:absolute;font-weight:normal;left:4.693px;top:225.8px;">Benefits paid</div><div id="a41701" style="position:absolute;font-weight:bold;left:289.368px;top:225.8px;">(253) </div><div id="a41704" style="position:absolute;font-weight:bold;left:351.315px;top:225.8px;">(147) </div><div id="a41707" style="position:absolute;font-weight:normal;left:413.395px;top:225.8px;">(507) </div><div id="a41710" style="position:absolute;font-weight:normal;left:475.315px;top:225.8px;">(143) </div><div id="a41713" style="position:absolute;font-weight:bold;left:544.475px;top:225.8px;">(59) </div><div id="a41716" style="position:absolute;font-weight:normal;left:606.395px;top:225.8px;">(67) </div><div id="a41718" style="position:absolute;font-weight:normal;left:4.693px;top:242px;">Curtailment</div><div id="a41721" style="position:absolute;font-weight:bold;left:311.128px;top:242px;">- </div><div id="a41724" style="position:absolute;font-weight:bold;left:358.355px;top:242px;">(69) </div><div id="a41727" style="position:absolute;font-weight:normal;left:427.475px;top:242px;">(4) </div><div id="a41730" style="position:absolute;font-weight:normal;left:489.395px;top:242px;">(3) </div><div id="a41733" style="position:absolute;font-weight:bold;left:559.195px;top:242px;">- </div><div id="a41736" style="position:absolute;font-weight:normal;left:621.115px;top:242px;">- </div><div id="a41738" style="position:absolute;font-weight:normal;left:4.693px;top:258px;">Settlement</div><div id="a41741" style="position:absolute;font-weight:bold;left:311.128px;top:258px;">- </div><div id="a41744" style="position:absolute;font-weight:bold;left:373.075px;top:258px;">- </div><div id="a41747" style="position:absolute;font-weight:normal;left:413.395px;top:258px;">(730) </div><div id="a41750" style="position:absolute;font-weight:normal;left:497.075px;top:258px;">- </div><div id="a41753" style="position:absolute;font-weight:bold;left:559.195px;top:258px;">- </div><div id="a41756" style="position:absolute;font-weight:normal;left:621.115px;top:258px;">- </div><div id="a41758" style="position:absolute;font-weight:normal;left:4.693px;top:274.1px;">Recognition of termination benefits</div><div id="a41761" style="position:absolute;font-weight:bold;left:311.128px;top:274.1px;">- </div><div id="a41764" style="position:absolute;font-weight:bold;left:370.675px;top:274.1px;">1 </div><div id="a41767" style="position:absolute;font-weight:normal;left:432.755px;top:274.1px;">3 </div><div id="a41770" style="position:absolute;font-weight:normal;left:497.075px;top:274.1px;">- </div><div id="a41773" style="position:absolute;font-weight:bold;left:559.195px;top:274.1px;">- </div><div id="a41776" style="position:absolute;font-weight:normal;left:621.115px;top:274.1px;">- </div><div id="a41778" style="position:absolute;font-weight:normal;left:4.693px;top:290.1px;">Foreign currency exchange rate change</div><div id="a41781" style="position:absolute;font-weight:bold;left:311.128px;top:290.1px;">- </div><div id="a41784" style="position:absolute;font-weight:bold;left:356.755px;top:290.1px;">102 </div><div id="a41787" style="position:absolute;font-weight:normal;left:435.155px;top:290.1px;">- </div><div id="a41790" style="position:absolute;font-weight:normal;left:475.315px;top:290.1px;">(199) </div><div id="a41793" style="position:absolute;font-weight:bold;left:556.795px;top:290.1px;">1 </div><div id="a41796" style="position:absolute;font-weight:normal;left:613.435px;top:290.1px;">(1) </div><div id="a41798" style="position:absolute;font-weight:normal;left:4.693px;top:306.9px;">Benefit obligation at December 31*</div><div id="a41800" style="position:absolute;font-weight:bold;left:257.688px;top:306.9px;">$</div><div id="a41802" style="position:absolute;font-weight:bold;left:284.248px;top:306.9px;">2,319 </div><div id="a41805" style="position:absolute;font-weight:bold;left:346.168px;top:306.9px;">3,880 </div><div id="a41808" style="position:absolute;font-weight:normal;left:408.275px;top:306.9px;">2,136 </div><div id="a41811" style="position:absolute;font-weight:normal;left:470.195px;top:306.9px;">3,438 </div><div id="a41814" style="position:absolute;font-weight:bold;left:542.875px;top:306.9px;">216 </div><div id="a41817" style="position:absolute;font-weight:normal;left:604.795px;top:306.9px;">218 </div><div id="a41832" style="position:absolute;font-size:10.72px;font-weight:normal;font-style:italic;left:4.693px;top:341.5px;">*Accumulated benefit obligation portion of above at </div><div id="a41846" style="position:absolute;font-size:10.72px;font-weight:normal;font-style:italic;left:4.693px;top:356.7px;"><div style="display:inline-block;width:5.44px"> </div>December 31: </div><div id="a41849" style="position:absolute;font-size:10.72px;font-weight:bold;font-style:italic;left:257.688px;top:356.7px;">$ </div><div id="a41851" style="position:absolute;font-size:10.72px;font-weight:bold;font-style:italic;left:291.768px;top:359.9px;">2,161 </div><div id="a41854" style="position:absolute;font-size:10.72px;font-weight:bold;font-style:italic;left:353.715px;top:359.9px;">3,594 </div><div id="a41857" style="position:absolute;font-size:10.72px;font-weight:normal;font-style:italic;left:415.795px;top:359.9px;">1,969 </div><div id="a41860" style="position:absolute;font-size:10.72px;font-weight:normal;font-style:italic;left:477.715px;top:359.9px;">3,066 </div><div id="a41879" style="position:absolute;font-weight:bold;left:4.693px;top:387.4px;">Change in Fair Value of Plan Assets</div><div id="a41893" style="position:absolute;font-weight:normal;left:4.693px;top:403.6px;">Fair value of plan assets at January 1</div><div id="a41895" style="position:absolute;font-weight:bold;left:257.688px;top:403.6px;">$</div><div id="a41897" style="position:absolute;font-weight:bold;left:284.248px;top:403.6px;">1,336 </div><div id="a41900" style="position:absolute;font-weight:bold;left:346.168px;top:403.6px;">3,358 </div><div id="a41903" style="position:absolute;font-weight:normal;left:408.275px;top:403.6px;">2,541 </div><div id="a41906" style="position:absolute;font-weight:normal;left:470.195px;top:403.6px;">3,647 </div><div id="a41909" style="position:absolute;font-weight:bold;left:559.195px;top:403.6px;">- </div><div id="a41912" style="position:absolute;font-weight:normal;left:621.115px;top:403.6px;">- </div><div id="a41914" style="position:absolute;font-weight:normal;left:4.693px;top:419.6px;">Actual return on plan assets</div><div id="a41917" style="position:absolute;font-weight:bold;left:294.808px;top:419.6px;">273 </div><div id="a41920" style="position:absolute;font-weight:bold;left:356.755px;top:419.6px;">529 </div><div id="a41923" style="position:absolute;font-weight:normal;left:413.395px;top:419.6px;">(112) </div><div id="a41926" style="position:absolute;font-weight:normal;left:475.315px;top:419.6px;">(106) </div><div id="a41929" style="position:absolute;font-weight:bold;left:559.195px;top:419.6px;">- </div><div id="a41932" style="position:absolute;font-weight:normal;left:621.115px;top:419.6px;">- </div><div id="a41934" style="position:absolute;font-weight:normal;left:4.693px;top:435.7px;">Company contributions</div><div id="a41937" style="position:absolute;font-weight:bold;left:294.808px;top:435.7px;">235 </div><div id="a41940" style="position:absolute;font-weight:bold;left:356.755px;top:435.7px;">464 </div><div id="a41943" style="position:absolute;font-weight:normal;left:418.835px;top:435.7px;">144 </div><div id="a41946" style="position:absolute;font-weight:normal;left:480.755px;top:435.7px;">156 </div><div id="a41949" style="position:absolute;font-weight:bold;left:549.755px;top:435.7px;">39 </div><div id="a41952" style="position:absolute;font-weight:normal;left:611.675px;top:435.7px;">45 </div><div id="a41954" style="position:absolute;font-weight:normal;left:4.693px;top:451.7px;">Plan participant contributions</div><div id="a41957" style="position:absolute;font-weight:bold;left:311.128px;top:451.7px;">- </div><div id="a41960" style="position:absolute;font-weight:bold;left:370.675px;top:451.7px;">2 </div><div id="a41963" style="position:absolute;font-weight:normal;left:435.155px;top:451.7px;">- </div><div id="a41966" style="position:absolute;font-weight:normal;left:494.675px;top:451.7px;">2 </div><div id="a41969" style="position:absolute;font-weight:bold;left:549.755px;top:451.7px;">20 </div><div id="a41972" style="position:absolute;font-weight:normal;left:611.675px;top:451.7px;">22 </div><div id="a41974" style="position:absolute;font-weight:normal;left:4.693px;top:467.9px;">Benefits paid</div><div id="a41977" style="position:absolute;font-weight:bold;left:289.368px;top:467.9px;">(253) </div><div id="a41980" style="position:absolute;font-weight:bold;left:351.315px;top:467.9px;">(147) </div><div id="a41983" style="position:absolute;font-weight:normal;left:413.395px;top:467.9px;">(507) </div><div id="a41986" style="position:absolute;font-weight:normal;left:475.315px;top:467.9px;">(143) </div><div id="a41989" style="position:absolute;font-weight:bold;left:544.475px;top:467.9px;">(59) </div><div id="a41992" style="position:absolute;font-weight:normal;left:606.395px;top:467.9px;">(67) </div><div id="a41994" style="position:absolute;font-weight:normal;left:4.693px;top:484.1px;">Settlement</div><div id="a41997" style="position:absolute;font-weight:bold;left:311.128px;top:484.1px;">- </div><div id="a42000" style="position:absolute;font-weight:bold;left:373.075px;top:484.1px;">- </div><div id="a42003" style="position:absolute;font-weight:normal;left:413.395px;top:484.1px;">(730) </div><div id="a42006" style="position:absolute;font-weight:normal;left:497.075px;top:484.1px;">- </div><div id="a42009" style="position:absolute;font-weight:bold;left:559.195px;top:484.1px;">- </div><div id="a42012" style="position:absolute;font-weight:normal;left:621.115px;top:484.1px;">- </div><div id="a42014" style="position:absolute;font-weight:normal;left:4.693px;top:500.1px;">Foreign currency exchange rate change</div><div id="a42017" style="position:absolute;font-weight:bold;left:311.128px;top:500.1px;">- </div><div id="a42020" style="position:absolute;font-weight:bold;left:356.755px;top:500.1px;">100 </div><div id="a42023" style="position:absolute;font-weight:normal;left:435.155px;top:500.1px;">- </div><div id="a42026" style="position:absolute;font-weight:normal;left:475.315px;top:500.1px;">(198) </div><div id="a42029" style="position:absolute;font-weight:bold;left:559.195px;top:500.1px;">- </div><div id="a42032" style="position:absolute;font-weight:normal;left:621.115px;top:500.1px;">- </div><div id="a42034" style="position:absolute;font-weight:normal;left:4.693px;top:516.9px;">Fair value of plan assets at December 31</div><div id="a42036" style="position:absolute;font-weight:bold;left:257.688px;top:516.9px;">$</div><div id="a42038" style="position:absolute;font-weight:bold;left:284.248px;top:516.9px;">1,591 </div><div id="a42041" style="position:absolute;font-weight:bold;left:346.168px;top:516.9px;">4,306 </div><div id="a42044" style="position:absolute;font-weight:normal;left:408.275px;top:516.9px;">1,336 </div><div id="a42047" style="position:absolute;font-weight:normal;left:470.195px;top:516.9px;">3,358 </div><div id="a42050" style="position:absolute;font-weight:bold;left:559.195px;top:516.9px;">- </div><div id="a42053" style="position:absolute;font-weight:normal;left:621.115px;top:516.9px;">- </div><div id="a42055" style="position:absolute;font-weight:bold;left:4.693px;top:535.9px;">Funded Status</div><div id="a42057" style="position:absolute;font-weight:bold;left:257.688px;top:535.9px;">$</div><div id="a42059" style="position:absolute;font-weight:bold;left:289.368px;top:535.9px;">(728) </div><div id="a42062" style="position:absolute;font-weight:bold;left:356.755px;top:535.9px;">426 </div><div id="a42065" style="position:absolute;font-weight:normal;left:413.395px;top:535.9px;">(800) </div><div id="a42068" style="position:absolute;font-weight:normal;left:482.355px;top:535.9px;">(80) </div><div id="a42071" style="position:absolute;font-weight:bold;left:537.435px;top:535.9px;">(216) </div><div id="a42074" style="position:absolute;font-weight:normal;left:599.355px;top:535.9px;">(218) </div></div> 2136000000 3438000000 3236000000 3845000000 218000000 265000000 79000000 69000000 83000000 81000000 1000000 1000000 79000000 97000000 99000000 107000000 8000000 8000000 0 2000000 0 2000000 20000000 22000000 0 0 0 7000000 0 0 -278000000 -387000000 44000000 259000000 -27000000 10000000 253000000 147000000 507000000 143000000 59000000 67000000 0 69000000 4000000 3000000 0 0 0 0 730000000 0 0 0 0 1000000 3000000 0 0 0 0 102000000 0 -199000000 1000000 -1000000 2319000000 3880000000 2136000000 3438000000 216000000 218000000 2161000000 3594000000 1969000000 3066000000 1336000000 3358000000 2541000000 3647000000 0 0 273000000 529000000 -112000000 -106000000 0 0 235000000 464000000 144000000 156000000 39000000 45000000 0 2000000 0 2000000 20000000 22000000 253000000 147000000 507000000 143000000 59000000 67000000 0 0 730000000 0 0 0 0 100000000 0 -198000000 0 0 1591000000 4306000000 1336000000 3358000000 0 0 -728000000 426000000 -800000000 -80000000 -216000000 -218000000 <div id="TextBlockContainer940" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:121px;height:17px;display:inline-block;"><div id="div_936_XBRL_TS_b5f573c44c71494e959ce92394155fda" style="position:absolute;left:0px;top:0px;float:left;"><div id="TextBlockContainer939" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:121px;height:17px;display:inline-block;"><div id="div_937_XBRL_CS_7f17d33dab8b494ebd1b2d62b1b96318" style="position:absolute;left:0px;top:0px;float:left;"><div id="TextBlockContainer938" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:121px;height:17px;display:inline-block;"><div id="a42081" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">Millions of Dollars</div></div></div></div></div></div> <div id="TextBlockContainer939" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:121px;height:17px;display:inline-block;"><div id="div_937_XBRL_CS_7f17d33dab8b494ebd1b2d62b1b96318" style="position:absolute;left:0px;top:0px;float:left;"><div id="TextBlockContainer938" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:121px;height:17px;display:inline-block;"><div id="a42081" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">Millions of Dollars</div></div></div></div> 0 765000000 0 232000000 0 0 21000000 6000000 59000000 4000000 42000000 44000000 707000000 333000000 741000000 308000000 174000000 174000000 -728000000 426000000 -800000000 -80000000 -216000000 -218000000 0.0325 0.0235 0.0425 0.0305 0.0310 0.0405 0.0400 0.0335 0.0400 0.0365 0 0.0395 0.0290 0.0380 0.0290 0.0405 0.0330 0.0580 0.0410 0.0580 0.0430 0 0.0400 0.0365 0.0400 0.0375 0 <div id="TextBlockContainer946" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:635px;height:160px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="div_944_XBRL_CS_bc43e930ccd04fa2bfc31f59291386e8" style="position:absolute;left:0px;top:0px;float:left;"><div id="TextBlockContainer945" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:635px;height:160px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a42477" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">Included in accumulated other comprehensive<div style="display:inline-block;width:2.17px"> </div>income (loss) at December 31 were the following<div style="display:inline-block;width:2.03px"> </div>before-tax<div style="display:inline-block;width:6.73px"> </div></div><div id="a42482" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">amounts that had not been recognized in net<div style="display:inline-block;width:2.12px"> </div>periodic benefit cost:</div><div id="a42498" style="position:absolute;font-weight:normal;left:397.555px;top:44px;">Millions of Dollars</div><div id="a42501" style="position:absolute;font-weight:normal;left:344.888px;top:60.8px;">Pension Benefits</div><div id="a42504" style="position:absolute;font-weight:normal;left:534.235px;top:60.8px;">Other Benefits</div><div id="a42507" style="position:absolute;font-weight:bold;left:319.128px;top:77.6px;">2019</div><div id="a42510" style="position:absolute;font-weight:normal;left:443.315px;top:77.6px;">2018</div><div id="a42513" style="position:absolute;font-weight:bold;left:542.875px;top:77.6px;">2019</div><div id="a42516" style="position:absolute;font-weight:normal;left:601.915px;top:77.6px;">2018</div><div id="a42519" style="position:absolute;font-weight:bold;left:306.808px;top:94.4px;">U.S.</div><div id="a42522" style="position:absolute;font-weight:bold;left:363.955px;top:94.4px;">Int’l.</div><div id="a42525" style="position:absolute;font-weight:normal;left:427.955px;top:94.4px;">U.S.</div><div id="a42528" style="position:absolute;font-weight:normal;left:484.115px;top:94.4px;">Int’l.</div><div id="a42547" style="position:absolute;font-weight:normal;left:4.693px;top:126.4px;">Unrecognized net actuarial (gain) loss</div><div id="a42549" style="position:absolute;font-weight:bold;left:272.728px;top:126.4px;">$</div><div id="a42551" style="position:absolute;font-weight:bold;left:306.808px;top:126.4px;">479 </div><div id="a42554" style="position:absolute;font-weight:bold;left:368.915px;top:126.4px;">227 </div><div id="a42557" style="position:absolute;font-weight:normal;left:427.955px;top:126.4px;">516 </div><div id="a42560" style="position:absolute;font-weight:normal;left:486.835px;top:126.4px;">310 </div><div id="a42563" style="position:absolute;font-weight:bold;left:559.835px;top:126.4px;">8 </div><div id="a42566" style="position:absolute;font-weight:normal;left:606.555px;top:126.4px;">(21) </div><div id="a42568" style="position:absolute;font-weight:normal;left:4.693px;top:142.6px;">Unrecognized prior service cost (credit)</div><div id="a42571" style="position:absolute;font-weight:bold;left:323.128px;top:142.6px;">- </div><div id="a42574" style="position:absolute;font-weight:bold;left:377.555px;top:142.6px;">(2) </div><div id="a42577" style="position:absolute;font-weight:normal;left:444.275px;top:142.6px;">- </div><div id="a42580" style="position:absolute;font-weight:normal;left:495.475px;top:142.6px;">(4) </div><div id="a42583" style="position:absolute;font-weight:bold;left:540.475px;top:142.6px;">(183) </div><div id="a42586" style="position:absolute;font-weight:normal;left:599.515px;top:142.6px;">(216) </div></div></div></div> -479000000 -227000000 -516000000 -310000000 -8000000 21000000 0 -2000000 0 -4000000 -183000000 -216000000 <div id="TextBlockContainer950" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:116px;height:17px;display:inline-block;"><div id="div_948_XBRL_CS_a09052e63f7b4b428352f9909cb92977" style="position:absolute;left:0px;top:0px;float:left;"><div id="TextBlockContainer949" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:116px;height:17px;display:inline-block;"><div id="a42595" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">Millions of Dollars</div></div></div></div> -79000000 51000000 -177000000 17000000 -27000000 10000000 -116000000 -32000000 -249000000 -31000000 2000000 1000000 37000000 83000000 72000000 48000000 -29000000 9000000 0 0 0 7000000 0 0 0 -2000000 0 -5000000 -33000000 -35000000 0 2000000 0 12000000 33000000 35000000 <div id="TextBlockContainer953" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:635px;height:161px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a42850" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">Included in accumulated other comprehensive<div style="display:inline-block;width:2.17px"> </div>loss at December 31, 2019, were the following<div style="display:inline-block;width:2.13px"> </div>before-tax</div><div id="a42854" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">amounts that are expected to be amortized into<div style="display:inline-block;width:2.16px"> </div>net periodic benefit cost during 2020:</div><div id="a42864" style="position:absolute;font-weight:normal;left:465.075px;top:45.9px;">Millions of Dollars</div><div id="a42867" style="position:absolute;font-weight:normal;left:459.635px;top:62.7px;">Pension</div><div id="a42870" style="position:absolute;font-weight:normal;left:581.275px;top:62.7px;">Other</div><div id="a42873" style="position:absolute;font-weight:normal;left:458.355px;top:78.9px;">Benefits</div><div id="a42876" style="position:absolute;font-weight:normal;left:573.915px;top:78.9px;">Benefits</div><div id="a42879" style="position:absolute;font-weight:normal;left:456.915px;top:95.5px;">U.S.</div><div id="a42882" style="position:absolute;font-weight:normal;left:528.155px;top:95.5px;">Int’l.</div><div id="a42893" style="position:absolute;font-weight:normal;left:4.693px;top:127.7px;">Unrecognized net actuarial (gain) loss</div><div id="a42895" style="position:absolute;font-weight:bold;left:407.795px;top:127.7px;">$</div><div id="a42897" style="position:absolute;font-weight:bold;left:463.635px;top:127.7px;">50 </div><div id="a42900" style="position:absolute;font-weight:bold;left:537.755px;top:127.7px;">23 </div><div id="a42903" style="position:absolute;font-weight:bold;left:618.715px;top:127.7px;">1 </div><div id="a42905" style="position:absolute;font-weight:normal;left:4.693px;top:143.9px;">Unrecognized prior service credit</div><div id="a42909" style="position:absolute;font-weight:bold;left:473.075px;top:143.9px;">- </div><div id="a42912" style="position:absolute;font-weight:bold;left:539.515px;top:143.9px;">(2) </div><div id="a42915" style="position:absolute;font-weight:bold;left:606.395px;top:143.9px;">(31) </div></div> 50000000 23000000 1000000 0 -2000000 -31000000 2073000000 1919000000 1635000000 1871000000 1737000000 1373000000 601000000 542000000 586000000 504000000 <div id="TextBlockContainer960" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:635px;height:309px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="div_958_XBRL_CS_cb7e0fcfe81f4b8e89701231552c0273" style="position:absolute;left:0px;top:0px;float:left;"><div id="TextBlockContainer959" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:635px;height:309px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a42948" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">The components of net periodic benefit cost of<div style="display:inline-block;width:2.18px"> </div>all defined benefit plans are presented in<div style="display:inline-block;width:2.09px"> </div>the following table:</div><div id="a42974" style="position:absolute;font-weight:normal;left:346.648px;top:31.2px;">Millions of Dollars</div><div id="a42978" style="position:absolute;font-weight:normal;left:276.568px;top:49.8px;">Pension Benefits</div><div id="a42981" style="position:absolute;font-weight:normal;left:516.595px;top:49.8px;">Other Benefits</div><div id="a42985" style="position:absolute;font-weight:bold;left:207.768px;top:68.3px;">2019</div><div id="a42988" style="position:absolute;font-weight:normal;left:314.168px;top:68.3px;">2018</div><div id="a42991" style="position:absolute;font-weight:normal;left:416.275px;top:68.3px;">2017</div><div id="a42994" style="position:absolute;font-weight:bold;left:499.795px;top:68.3px;">2019</div><div id="a42997" style="position:absolute;font-weight:normal;left:550.875px;top:68.3px;">2018</div><div id="a43000" style="position:absolute;font-weight:normal;left:601.915px;top:68.3px;">2017</div><div id="a43004" style="position:absolute;font-weight:bold;left:196.888px;top:86.9px;">U.S.</div><div id="a43007" style="position:absolute;font-weight:bold;left:242.968px;top:86.9px;">Int’l.</div><div id="a43010" style="position:absolute;font-weight:normal;left:298.808px;top:86.9px;">U.S.</div><div id="a43013" style="position:absolute;font-weight:normal;left:347.128px;top:86.9px;">Int’l.</div><div id="a43016" style="position:absolute;font-weight:normal;left:400.915px;top:86.9px;">U.S.</div><div id="a43019" style="position:absolute;font-weight:normal;left:449.235px;top:86.9px;">Int’l.</div><div id="a43027" style="position:absolute;font-weight:bold;left:4.693px;top:105.5px;">Components of Net </div><div id="a43048" style="position:absolute;font-weight:bold;left:14.773px;top:121.5px;">Periodic Benefit Cost</div><div id="a43068" style="position:absolute;font-weight:normal;left:4.693px;top:139.4px;">Service cost</div><div id="a43070" style="position:absolute;font-weight:bold;left:170.768px;top:139.4px;">$</div><div id="a43072" style="position:absolute;font-weight:bold;left:203.768px;top:139.4px;">79 </div><div id="a43075" style="position:absolute;font-weight:bold;left:254.808px;top:139.4px;">69 </div><div id="a43078" style="position:absolute;font-weight:normal;left:305.688px;top:139.4px;">83 </div><div id="a43081" style="position:absolute;font-weight:normal;left:356.755px;top:139.4px;">81 </div><div id="a43084" style="position:absolute;font-weight:normal;left:407.795px;top:139.4px;">89 </div><div id="a43087" style="position:absolute;font-weight:normal;left:458.835px;top:139.4px;">77 </div><div id="a43090" style="position:absolute;font-weight:bold;left:516.755px;top:139.4px;">1 </div><div id="a43093" style="position:absolute;font-weight:normal;left:567.835px;top:139.4px;">1 </div><div id="a43096" style="position:absolute;font-weight:normal;left:618.875px;top:139.4px;">2 </div><div id="a43098" style="position:absolute;font-weight:normal;left:4.693px;top:155.5px;">Interest cost</div><div id="a43101" style="position:absolute;font-weight:bold;left:203.768px;top:155.5px;">79 </div><div id="a43104" style="position:absolute;font-weight:bold;left:254.808px;top:155.5px;">97 </div><div id="a43107" style="position:absolute;font-weight:normal;left:305.688px;top:155.5px;">99 </div><div id="a43110" style="position:absolute;font-weight:normal;left:349.848px;top:155.5px;">107 </div><div id="a43113" style="position:absolute;font-weight:normal;left:400.915px;top:155.5px;">118 </div><div id="a43116" style="position:absolute;font-weight:normal;left:451.955px;top:155.5px;">103 </div><div id="a43119" style="position:absolute;font-weight:bold;left:516.755px;top:155.5px;">8 </div><div id="a43122" style="position:absolute;font-weight:normal;left:567.835px;top:155.5px;">8 </div><div id="a43125" style="position:absolute;font-weight:normal;left:618.875px;top:155.5px;">9 </div><div id="a43127" style="position:absolute;font-weight:normal;left:4.693px;top:171.7px;">Expected return on plan</div><div id="a43148" style="position:absolute;font-weight:normal;left:14.773px;top:189.6px;">assets</div><div id="a43151" style="position:absolute;font-weight:bold;left:198.488px;top:189.6px;">(74) </div><div id="a43154" style="position:absolute;font-weight:bold;left:242.488px;top:189.6px;">(138) </div><div id="a43157" style="position:absolute;font-weight:normal;left:293.368px;top:189.6px;">(114) </div><div id="a43160" style="position:absolute;font-weight:normal;left:344.408px;top:189.6px;">(155) </div><div id="a43163" style="position:absolute;font-weight:normal;left:395.475px;top:189.6px;">(132) </div><div id="a43166" style="position:absolute;font-weight:normal;left:446.515px;top:189.6px;">(158) </div><div id="a43169" style="position:absolute;font-weight:bold;left:519.155px;top:189.6px;">- </div><div id="a43172" style="position:absolute;font-weight:normal;left:570.235px;top:189.6px;">- </div><div id="a43175" style="position:absolute;font-weight:normal;left:621.275px;top:189.6px;">- </div><div id="a43177" style="position:absolute;font-weight:normal;left:4.693px;top:207.4px;">Amortization of prior </div><div id="a43198" style="position:absolute;font-weight:normal;left:14.773px;top:223.5px;">service cost (credit)</div><div id="a43201" style="position:absolute;font-weight:bold;left:213.208px;top:223.5px;">- </div><div id="a43204" style="position:absolute;font-weight:bold;left:256.568px;top:223.5px;">(2) </div><div id="a43207" style="position:absolute;font-weight:normal;left:315.128px;top:223.5px;">- </div><div id="a43210" style="position:absolute;font-weight:normal;left:358.515px;top:223.5px;">(5) </div><div id="a43213" style="position:absolute;font-weight:normal;left:414.835px;top:223.5px;">4 </div><div id="a43216" style="position:absolute;font-weight:normal;left:460.595px;top:223.5px;">(6) </div><div id="a43219" style="position:absolute;font-weight:bold;left:504.435px;top:223.5px;">(33) </div><div id="a43222" style="position:absolute;font-weight:normal;left:555.515px;top:223.5px;">(35) </div><div id="a43225" style="position:absolute;font-weight:normal;left:606.555px;top:223.5px;">(36) </div><div id="a43227" style="position:absolute;font-weight:normal;left:4.693px;top:241.5px;">Recognized net actuarial </div><div id="a43248" style="position:absolute;font-weight:normal;left:14.773px;top:257.7px;">loss (gain)</div><div id="a43251" style="position:absolute;font-weight:bold;left:203.768px;top:257.7px;">54 </div><div id="a43254" style="position:absolute;font-weight:bold;left:254.808px;top:257.7px;">32 </div><div id="a43257" style="position:absolute;font-weight:normal;left:305.688px;top:257.7px;">53 </div><div id="a43260" style="position:absolute;font-weight:normal;left:356.755px;top:257.7px;">31 </div><div id="a43263" style="position:absolute;font-weight:normal;left:407.795px;top:257.7px;">69 </div><div id="a43266" style="position:absolute;font-weight:normal;left:458.835px;top:257.7px;">50 </div><div id="a43269" style="position:absolute;font-weight:bold;left:511.475px;top:257.7px;">(2) </div><div id="a43272" style="position:absolute;font-weight:normal;left:562.555px;top:257.7px;">(1) </div><div id="a43275" style="position:absolute;font-weight:normal;left:613.595px;top:257.7px;">(3) </div><div id="a43277" style="position:absolute;font-weight:normal;left:4.693px;top:275.4px;">Settlements</div><div id="a43280" style="position:absolute;font-weight:bold;left:203.768px;top:275.4px;">62 </div><div id="a43283" style="position:absolute;font-weight:bold;left:264.248px;top:275.4px;">- </div><div id="a43286" style="position:absolute;font-weight:normal;left:298.808px;top:275.4px;">196 </div><div id="a43289" style="position:absolute;font-weight:normal;left:366.195px;top:275.4px;">- </div><div id="a43292" style="position:absolute;font-weight:normal;left:400.915px;top:275.4px;">131 </div><div id="a43295" style="position:absolute;font-weight:normal;left:468.275px;top:275.4px;">- </div><div id="a43298" style="position:absolute;font-weight:bold;left:519.155px;top:275.4px;">- </div><div id="a43301" style="position:absolute;font-weight:normal;left:570.235px;top:275.4px;">- </div><div id="a43304" style="position:absolute;font-weight:normal;left:621.275px;top:275.4px;">- </div><div id="a43306" style="position:absolute;font-weight:normal;left:4.693px;top:292.2px;">Net periodic benefit cost</div><div id="a43308" style="position:absolute;font-weight:bold;left:170.768px;top:292.2px;">$</div><div id="a43310" style="position:absolute;font-weight:bold;left:196.888px;top:292.2px;">200 </div><div id="a43313" style="position:absolute;font-weight:bold;left:254.808px;top:292.2px;">58 </div><div id="a43316" style="position:absolute;font-weight:normal;left:298.808px;top:292.2px;">317 </div><div id="a43319" style="position:absolute;font-weight:normal;left:356.755px;top:292.2px;">59 </div><div id="a43322" style="position:absolute;font-weight:normal;left:400.915px;top:292.2px;">279 </div><div id="a43325" style="position:absolute;font-weight:normal;left:458.835px;top:292.2px;">66 </div><div id="a43328" style="position:absolute;font-weight:bold;left:504.435px;top:292.2px;">(26) </div><div id="a43331" style="position:absolute;font-weight:normal;left:555.515px;top:292.2px;">(27) </div><div id="a43334" style="position:absolute;font-weight:normal;left:606.555px;top:292.2px;">(28) </div></div></div></div> 79000000 69000000 83000000 81000000 89000000 77000000 1000000 1000000 2000000 79000000 97000000 99000000 107000000 118000000 103000000 8000000 8000000 9000000 74000000 138000000 114000000 155000000 132000000 158000000 0 0 0 0 -2000000 0 -5000000 4000000 -6000000 -33000000 -35000000 -36000000 -54000000 -32000000 -53000000 -31000000 -69000000 -50000000 2000000 1000000 3000000 -62000000 0 -196000000 0 -131000000 0 0 0 0 200000000 58000000 317000000 59000000 279000000 66000000 -26000000 -27000000 -28000000 -730000000 -730000000 -62000000 -196000000 -131000000 -43000000 0.0290 0.0180 0.10 0.07 0.05 2028 0.04 0.05 2028 0.37 0.56 0.06 0.01 95000000 235000000 140000000 84000000 228000000 144000000 7000000 -4000000 <div id="TextBlockContainer972" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:642px;height:441px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="div_970_XBRL_CS_939cb21f852748a9a1531905bb84fee8" style="position:absolute;left:0px;top:0px;float:left;"><div id="TextBlockContainer971" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:642px;height:441px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a43904" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">The fair values of our pension plan assets at<div style="display:inline-block;width:2.01px"> </div>December 31, by asset class were as follows: </div><div id="a43929" style="position:absolute;font-size:12px;font-weight:normal;left:379.155px;top:27.2px;">Millions of Dollars </div><div id="a43934" style="position:absolute;font-size:12px;font-weight:normal;left:312.568px;top:41.7px;">U.S. </div><div id="a43937" style="position:absolute;font-size:12px;font-weight:normal;left:500.595px;top:41.7px;">International </div><div id="a43943" style="position:absolute;font-size:12px;font-weight:normal;left:236.408px;top:56.5px;">Level 1 </div><div id="a43946" style="position:absolute;font-size:12px;font-weight:normal;left:287.448px;top:56.5px;">Level 2 </div><div id="a43949" style="position:absolute;font-size:12px;font-weight:normal;left:338.488px;top:56.5px;">Level 3 </div><div id="a43952" style="position:absolute;font-size:12px;font-weight:normal;left:400.435px;top:56.5px;">Total </div><div id="a43955" style="position:absolute;font-size:12px;font-weight:normal;left:440.435px;top:56.5px;">Level 1 </div><div id="a43958" style="position:absolute;font-size:12px;font-weight:normal;left:491.475px;top:56.5px;">Level 2 </div><div id="a43961" style="position:absolute;font-size:12px;font-weight:normal;left:542.555px;top:56.5px;">Level 3 </div><div id="a43963" style="position:absolute;font-size:12px;font-weight:normal;left:604.635px;top:56.5px;">Total </div><div id="a43965" style="position:absolute;font-size:12px;font-weight:bold;left:4.693px;top:71px;">2019 </div><div id="a43983" style="position:absolute;font-size:12px;font-weight:normal;left:4.693px;top:84.9px;">Equity securities </div><div id="a44002" style="position:absolute;font-size:12px;font-weight:normal;left:14.773px;top:99px;">U.S. </div><div id="a44004" style="position:absolute;font-size:12px;font-weight:bold;left:220.728px;top:99px;">$ </div><div id="a44006" style="position:absolute;font-size:12px;font-weight:bold;left:256.728px;top:99px;">94 </div><div id="a44009" style="position:absolute;font-size:12px;font-weight:bold;left:315.768px;top:99px;">- </div><div id="a44012" style="position:absolute;font-size:12px;font-weight:bold;left:364.755px;top:99px;">7 </div><div id="a44015" style="position:absolute;font-size:12px;font-weight:bold;left:403.635px;top:99px;">101 </div><div id="a44018" style="position:absolute;font-size:12px;font-weight:bold;left:454.675px;top:99px;">435 </div><div id="a44021" style="position:absolute;font-size:12px;font-weight:bold;left:519.795px;top:99px;">- </div><div id="a44024" style="position:absolute;font-size:12px;font-weight:bold;left:570.875px;top:99px;">- </div><div id="a44027" style="position:absolute;font-size:12px;font-weight:bold;left:607.675px;top:99px;">435 </div><div id="a44030" style="position:absolute;font-size:12px;font-weight:normal;left:14.773px;top:113.6px;">International </div><div id="a44033" style="position:absolute;font-size:12px;font-weight:bold;left:256.728px;top:113.6px;">98 </div><div id="a44036" style="position:absolute;font-size:12px;font-weight:bold;left:315.768px;top:113.6px;">- </div><div id="a44039" style="position:absolute;font-size:12px;font-weight:bold;left:366.835px;top:113.6px;">- </div><div id="a44042" style="position:absolute;font-size:12px;font-weight:bold;left:409.715px;top:113.6px;">98 </div><div id="a44045" style="position:absolute;font-size:12px;font-weight:bold;left:454.675px;top:113.6px;">266 </div><div id="a44048" style="position:absolute;font-size:12px;font-weight:bold;left:519.795px;top:113.6px;">- </div><div id="a44051" style="position:absolute;font-size:12px;font-weight:bold;left:570.875px;top:113.6px;">- </div><div id="a44054" style="position:absolute;font-size:12px;font-weight:bold;left:607.675px;top:113.6px;">266 </div><div id="a44057" style="position:absolute;font-size:12px;font-weight:normal;left:14.773px;top:128.3px;">Mutual funds </div><div id="a44060" style="position:absolute;font-size:12px;font-weight:bold;left:256.728px;top:128.3px;">93 </div><div id="a44063" style="position:absolute;font-size:12px;font-weight:bold;left:315.768px;top:128.3px;">- </div><div id="a44066" style="position:absolute;font-size:12px;font-weight:bold;left:366.835px;top:128.3px;">- </div><div id="a44069" style="position:absolute;font-size:12px;font-weight:bold;left:409.715px;top:128.3px;">93 </div><div id="a44072" style="position:absolute;font-size:12px;font-weight:bold;left:454.675px;top:128.3px;">245 </div><div id="a44075" style="position:absolute;font-size:12px;font-weight:bold;left:505.715px;top:128.3px;">267 </div><div id="a44078" style="position:absolute;font-size:12px;font-weight:bold;left:570.875px;top:128.3px;">- </div><div id="a44081" style="position:absolute;font-size:12px;font-weight:bold;left:607.675px;top:128.3px;">512 </div><div id="a44083" style="position:absolute;font-size:12px;font-weight:normal;left:4.693px;top:143px;">Debt securities </div><div id="a44102" style="position:absolute;font-size:12px;font-weight:normal;left:14.773px;top:156.9px;">Government </div><div id="a44105" style="position:absolute;font-size:12px;font-weight:bold;left:264.728px;top:156.9px;">- </div><div id="a44108" style="position:absolute;font-size:12px;font-weight:bold;left:315.768px;top:156.9px;">- </div><div id="a44111" style="position:absolute;font-size:12px;font-weight:bold;left:366.835px;top:156.9px;">- </div><div id="a44114" style="position:absolute;font-size:12px;font-weight:bold;left:417.715px;top:156.9px;">- </div><div id="a44117" style="position:absolute;font-size:12px;font-weight:bold;left:445.715px;top:156.9px;">1,412 </div><div id="a44120" style="position:absolute;font-size:12px;font-weight:bold;left:519.795px;top:156.9px;">- </div><div id="a44123" style="position:absolute;font-size:12px;font-weight:bold;left:570.875px;top:156.9px;">- </div><div id="a44126" style="position:absolute;font-size:12px;font-weight:bold;left:598.715px;top:156.9px;">1,412 </div><div id="a44129" style="position:absolute;font-size:12px;font-weight:normal;left:14.773px;top:171.7px;">Corporate </div><div id="a44132" style="position:absolute;font-size:12px;font-weight:bold;left:264.728px;top:171.7px;">- </div><div id="a44135" style="position:absolute;font-size:12px;font-weight:bold;left:313.688px;top:171.7px;">2 </div><div id="a44138" style="position:absolute;font-size:12px;font-weight:bold;left:366.835px;top:171.7px;">- </div><div id="a44141" style="position:absolute;font-size:12px;font-weight:bold;left:415.635px;top:171.7px;">2 </div><div id="a44144" style="position:absolute;font-size:12px;font-weight:bold;left:468.755px;top:171.7px;">- </div><div id="a44147" style="position:absolute;font-size:12px;font-weight:bold;left:519.795px;top:171.7px;">- </div><div id="a44150" style="position:absolute;font-size:12px;font-weight:bold;left:570.875px;top:171.7px;">- </div><div id="a44153" style="position:absolute;font-size:12px;font-weight:bold;left:621.755px;top:171.7px;">- </div><div id="a44156" style="position:absolute;font-size:12px;font-weight:normal;left:14.773px;top:186.2px;">Mutual funds </div><div id="a44159" style="position:absolute;font-size:12px;font-weight:bold;left:264.728px;top:186.2px;">- </div><div id="a44162" style="position:absolute;font-size:12px;font-weight:bold;left:315.768px;top:186.2px;">- </div><div id="a44165" style="position:absolute;font-size:12px;font-weight:bold;left:366.835px;top:186.2px;">- </div><div id="a44168" style="position:absolute;font-size:12px;font-weight:bold;left:417.715px;top:186.2px;">- </div><div id="a44171" style="position:absolute;font-size:12px;font-weight:bold;left:454.675px;top:186.2px;">392 </div><div id="a44174" style="position:absolute;font-size:12px;font-weight:bold;left:519.795px;top:186.2px;">- </div><div id="a44177" style="position:absolute;font-size:12px;font-weight:bold;left:570.875px;top:186.2px;">- </div><div id="a44180" style="position:absolute;font-size:12px;font-weight:bold;left:607.675px;top:186.2px;">392 </div><div id="a44182" style="position:absolute;font-size:12px;font-weight:normal;left:4.693px;top:200.9px;">Cash and cash equivalents </div><div id="a44185" style="position:absolute;font-size:12px;font-weight:bold;left:264.728px;top:200.9px;">- </div><div id="a44188" style="position:absolute;font-size:12px;font-weight:bold;left:315.768px;top:200.9px;">- </div><div id="a44191" style="position:absolute;font-size:12px;font-weight:bold;left:366.835px;top:200.9px;">- </div><div id="a44194" style="position:absolute;font-size:12px;font-weight:bold;left:417.715px;top:200.9px;">- </div><div id="a44197" style="position:absolute;font-size:12px;font-weight:bold;left:460.755px;top:200.9px;">98 </div><div id="a44200" style="position:absolute;font-size:12px;font-weight:bold;left:519.795px;top:200.9px;">- </div><div id="a44203" style="position:absolute;font-size:12px;font-weight:bold;left:570.875px;top:200.9px;">- </div><div id="a44206" style="position:absolute;font-size:12px;font-weight:bold;left:613.755px;top:200.9px;">98 </div><div id="a44208" style="position:absolute;font-size:12px;font-weight:normal;left:4.693px;top:214.9px;">Derivatives </div><div id="a44211" style="position:absolute;font-size:12px;font-weight:bold;left:264.728px;top:214.9px;">- </div><div id="a44214" style="position:absolute;font-size:12px;font-weight:bold;left:315.768px;top:214.9px;">- </div><div id="a44217" style="position:absolute;font-size:12px;font-weight:bold;left:366.835px;top:214.9px;">- </div><div id="a44220" style="position:absolute;font-size:12px;font-weight:bold;left:417.715px;top:214.9px;">- </div><div id="a44223" style="position:absolute;font-size:12px;font-weight:bold;left:460.755px;top:214.9px;">11 </div><div id="a44226" style="position:absolute;font-size:12px;font-weight:bold;left:519.795px;top:214.9px;">- </div><div id="a44229" style="position:absolute;font-size:12px;font-weight:bold;left:570.875px;top:214.9px;">- </div><div id="a44232" style="position:absolute;font-size:12px;font-weight:bold;left:613.755px;top:214.9px;">11 </div><div id="a44234" style="position:absolute;font-size:12px;font-weight:normal;left:4.693px;top:229px;">Real estate </div><div id="a44237" style="position:absolute;font-size:12px;font-weight:bold;left:264.728px;top:229px;">- </div><div id="a44240" style="position:absolute;font-size:12px;font-weight:bold;left:315.768px;top:229px;">- </div><div id="a44243" style="position:absolute;font-size:12px;font-weight:bold;left:366.835px;top:229px;">- </div><div id="a44246" style="position:absolute;font-size:12px;font-weight:bold;left:417.715px;top:229px;">- </div><div id="a44249" style="position:absolute;font-size:12px;font-weight:bold;left:468.755px;top:229px;">- </div><div id="a44252" style="position:absolute;font-size:12px;font-weight:bold;left:519.795px;top:229px;">- </div><div id="a44255" style="position:absolute;font-size:12px;font-weight:bold;left:556.795px;top:229px;">132 </div><div id="a44258" style="position:absolute;font-size:12px;font-weight:bold;left:607.675px;top:229px;">132 </div><div id="a44262" style="position:absolute;font-size:12px;font-weight:normal;left:24.693px;top:243.5px;">Total in fair value hierarchy </div><div id="a44264" style="position:absolute;font-size:12px;font-weight:bold;left:220.728px;top:243.5px;">$ </div><div id="a44266" style="position:absolute;font-size:12px;font-weight:bold;left:250.648px;top:243.5px;">285 </div><div id="a44269" style="position:absolute;font-size:12px;font-weight:bold;left:313.688px;top:243.5px;">2 </div><div id="a44272" style="position:absolute;font-size:12px;font-weight:bold;left:364.755px;top:243.5px;">7 </div><div id="a44275" style="position:absolute;font-size:12px;font-weight:bold;left:403.635px;top:243.5px;">294 </div><div id="a44278" style="position:absolute;font-size:12px;font-weight:bold;left:445.715px;top:243.5px;">2,859 </div><div id="a44281" style="position:absolute;font-size:12px;font-weight:bold;left:505.715px;top:243.5px;">267 </div><div id="a44284" style="position:absolute;font-size:12px;font-weight:bold;left:556.795px;top:243.5px;">132 </div><div id="a44287" style="position:absolute;font-size:12px;font-weight:bold;left:598.715px;top:243.5px;">3,258 </div><div id="a44308" style="position:absolute;font-size:12px;font-weight:normal;left:4.693px;top:275.5px;">Investments measured at net asset value* </div><div id="a44326" style="position:absolute;font-size:12px;font-weight:normal;left:4.693px;top:289.4px;">Equity securities </div><div id="a44345" style="position:absolute;font-size:12px;font-weight:normal;left:14.773px;top:303.5px;">Common/collective trusts </div><div id="a44347" style="position:absolute;font-size:12px;font-weight:bold;left:220.728px;top:303.5px;">$ </div><div id="a44349" style="position:absolute;font-size:12px;font-weight:bold;left:264.728px;top:303.5px;">- </div><div id="a44352" style="position:absolute;font-size:12px;font-weight:bold;left:315.768px;top:303.5px;">- </div><div id="a44355" style="position:absolute;font-size:12px;font-weight:bold;left:366.835px;top:303.5px;">- </div><div id="a44358" style="position:absolute;font-size:12px;font-weight:bold;left:403.635px;top:303.5px;">457 </div><div id="a44361" style="position:absolute;font-size:12px;font-weight:bold;left:468.755px;top:303.5px;">- </div><div id="a44364" style="position:absolute;font-size:12px;font-weight:bold;left:519.795px;top:303.5px;">- </div><div id="a44367" style="position:absolute;font-size:12px;font-weight:bold;left:570.875px;top:303.5px;">- </div><div id="a44370" style="position:absolute;font-size:12px;font-weight:bold;left:607.675px;top:303.5px;">167 </div><div id="a44372" style="position:absolute;font-size:12px;font-weight:normal;left:4.693px;top:317.4px;">Debt securities </div><div id="a44391" style="position:absolute;font-size:12px;font-weight:normal;left:14.773px;top:331.5px;">Common/collective trusts </div><div id="a44394" style="position:absolute;font-size:12px;font-weight:bold;left:264.728px;top:331.5px;">- </div><div id="a44397" style="position:absolute;font-size:12px;font-weight:bold;left:315.768px;top:331.5px;">- </div><div id="a44400" style="position:absolute;font-size:12px;font-weight:bold;left:366.835px;top:331.5px;">- </div><div id="a44403" style="position:absolute;font-size:12px;font-weight:bold;left:403.635px;top:331.5px;">637 </div><div id="a44406" style="position:absolute;font-size:12px;font-weight:bold;left:468.755px;top:331.5px;">- </div><div id="a44409" style="position:absolute;font-size:12px;font-weight:bold;left:519.795px;top:331.5px;">- </div><div id="a44412" style="position:absolute;font-size:12px;font-weight:bold;left:570.875px;top:331.5px;">- </div><div id="a44415" style="position:absolute;font-size:12px;font-weight:bold;left:607.675px;top:331.5px;">760 </div><div id="a44417" style="position:absolute;font-size:12px;font-weight:normal;left:4.693px;top:345.4px;">Cash and cash equivalents </div><div id="a44420" style="position:absolute;font-size:12px;font-weight:bold;left:264.728px;top:345.4px;">- </div><div id="a44423" style="position:absolute;font-size:12px;font-weight:bold;left:315.768px;top:345.4px;">- </div><div id="a44426" style="position:absolute;font-size:12px;font-weight:bold;left:366.835px;top:345.4px;">- </div><div id="a44429" style="position:absolute;font-size:12px;font-weight:bold;left:409.715px;top:345.4px;">25 </div><div id="a44432" style="position:absolute;font-size:12px;font-weight:bold;left:468.755px;top:345.4px;">- </div><div id="a44435" style="position:absolute;font-size:12px;font-weight:bold;left:519.795px;top:345.4px;">- </div><div id="a44438" style="position:absolute;font-size:12px;font-weight:bold;left:570.875px;top:345.4px;">- </div><div id="a44441" style="position:absolute;font-size:12px;font-weight:bold;left:621.755px;top:345.4px;">- </div><div id="a44443" style="position:absolute;font-size:12px;font-weight:normal;left:4.693px;top:359.5px;">Real estate </div><div id="a44446" style="position:absolute;font-size:12px;font-weight:bold;left:264.728px;top:359.5px;">- </div><div id="a44449" style="position:absolute;font-size:12px;font-weight:bold;left:315.768px;top:359.5px;">- </div><div id="a44452" style="position:absolute;font-size:12px;font-weight:bold;left:366.835px;top:359.5px;">- </div><div id="a44455" style="position:absolute;font-size:12px;font-weight:bold;left:409.715px;top:359.5px;">83 </div><div id="a44458" style="position:absolute;font-size:12px;font-weight:bold;left:468.755px;top:359.5px;">- </div><div id="a44461" style="position:absolute;font-size:12px;font-weight:bold;left:519.795px;top:359.5px;">- </div><div id="a44464" style="position:absolute;font-size:12px;font-weight:bold;left:570.875px;top:359.5px;">- </div><div id="a44467" style="position:absolute;font-size:12px;font-weight:bold;left:607.675px;top:359.5px;">112 </div><div id="a44469" style="position:absolute;font-size:12px;font-weight:normal;left:4.693px;top:374.1px;">Total** </div><div id="a44471" style="position:absolute;font-size:12px;font-weight:bold;left:220.728px;top:374.1px;">$ </div><div id="a44473" style="position:absolute;font-size:12px;font-weight:bold;left:250.648px;top:374.1px;">285 </div><div id="a44476" style="position:absolute;font-size:12px;font-weight:bold;left:313.688px;top:374.1px;">2 </div><div id="a44479" style="position:absolute;font-size:12px;font-weight:bold;left:364.755px;top:374.1px;">7 </div><div id="a44482" style="position:absolute;font-size:12px;font-weight:bold;left:394.675px;top:374.1px;">1,496 </div><div id="a44485" style="position:absolute;font-size:12px;font-weight:bold;left:445.715px;top:374.1px;">2,859 </div><div id="a44488" style="position:absolute;font-size:12px;font-weight:bold;left:505.715px;top:374.1px;">267 </div><div id="a44491" style="position:absolute;font-size:12px;font-weight:bold;left:556.795px;top:374.1px;">132 </div><div id="a44494" style="position:absolute;font-size:12px;font-weight:bold;left:598.715px;top:374.1px;">4,297 </div><div id="a44496" style="position:absolute;font-size:10.72px;font-weight:normal;font-style:italic;left:4.693px;top:391.1px;"><div style="display:inline-block;width:8px"> </div>*In accordance with FASB ASC Topic<div style="display:inline-block;width:4.56px"> </div>715, “Compensation—Retirement Benefits,” certain investments that are to be measured at fair value<div style="display:inline-block;width:4.25px"> </div></div><div id="a44501" style="position:absolute;font-size:10.72px;font-weight:normal;font-style:italic;left:4.693px;top:403.4px;"><div style="display:inline-block;width:13.44px"> </div>using the net asset value per share (or its equivalent) practical expedient<div style="display:inline-block;width:1.27px"> </div>have not been classified in the fair value hierarchy.<div style="display:inline-block;width:5.37px"> </div>The fair value<div style="display:inline-block;width:7.58px"> </div></div><div id="a44505" style="position:absolute;font-size:10.72px;font-weight:normal;font-style:italic;left:4.693px;top:415.7px;"><div style="display:inline-block;width:13.44px"> </div>amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Change in </div><div id="a44510" style="position:absolute;font-size:10.72px;font-weight:normal;font-style:italic;left:4.693px;top:427.9px;"><div style="display:inline-block;width:13.44px"> </div>Fair Value of Plan Assets. </div></div></div></div><div id="TextBlockContainer978" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:642px;height:455px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="div_976_XBRL_TS_ee2dfdcc7c434b6ca99cca9535dbb457" style="position:absolute;left:0px;top:0px;float:left;"><div id="TextBlockContainer977" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:642px;height:455px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a44526" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">The fair values of our pension plan assets at<div style="display:inline-block;width:2.01px"> </div>December 31, by asset class were as follows: </div><div id="a44551" style="position:absolute;font-size:12px;font-weight:normal;left:379.155px;top:27.2px;">Millions of Dollars </div><div id="a44556" style="position:absolute;font-size:12px;font-weight:normal;left:312.568px;top:41.6px;">U.S. </div><div id="a44559" style="position:absolute;font-size:12px;font-weight:normal;left:500.595px;top:41.6px;">International </div><div id="a44565" style="position:absolute;font-size:12px;font-weight:normal;left:236.408px;top:56.5px;">Level 1 </div><div id="a44568" style="position:absolute;font-size:12px;font-weight:normal;left:287.448px;top:56.5px;">Level 2 </div><div id="a44571" style="position:absolute;font-size:12px;font-weight:normal;left:338.488px;top:56.5px;">Level 3 </div><div id="a44574" style="position:absolute;font-size:12px;font-weight:normal;left:400.435px;top:56.5px;">Total </div><div id="a44577" style="position:absolute;font-size:12px;font-weight:normal;left:440.435px;top:56.5px;">Level 1 </div><div id="a44580" style="position:absolute;font-size:12px;font-weight:normal;left:491.475px;top:56.5px;">Level 2 </div><div id="a44583" style="position:absolute;font-size:12px;font-weight:normal;left:542.555px;top:56.5px;">Level 3 </div><div id="a44585" style="position:absolute;font-size:12px;font-weight:normal;left:604.635px;top:56.5px;">Total </div><div id="a44587" style="position:absolute;font-size:12px;font-weight:normal;left:4.693px;top:71px;">2018 </div><div id="a44605" style="position:absolute;font-size:12px;font-weight:normal;left:4.693px;top:85px;">Equity securities </div><div id="a44624" style="position:absolute;font-size:12px;font-weight:normal;left:14.773px;top:99px;">U.S. </div><div id="a44626" style="position:absolute;font-size:12px;font-weight:normal;left:220.728px;top:99px;">$ </div><div id="a44628" style="position:absolute;font-size:12px;font-weight:normal;left:256.728px;top:99px;">74 </div><div id="a44631" style="position:absolute;font-size:12px;font-weight:normal;left:315.768px;top:99px;">- </div><div id="a44634" style="position:absolute;font-size:12px;font-weight:normal;left:358.835px;top:99px;">20 </div><div id="a44637" style="position:absolute;font-size:12px;font-weight:normal;left:409.715px;top:99px;">94 </div><div id="a44640" style="position:absolute;font-size:12px;font-weight:normal;left:454.675px;top:99px;">371 </div><div id="a44643" style="position:absolute;font-size:12px;font-weight:normal;left:519.795px;top:99px;">- </div><div id="a44646" style="position:absolute;font-size:12px;font-weight:normal;left:570.875px;top:99px;">- </div><div id="a44649" style="position:absolute;font-size:12px;font-weight:normal;left:607.675px;top:99px;">371 </div><div id="a44652" style="position:absolute;font-size:12px;font-weight:normal;left:14.773px;top:113.6px;">International </div><div id="a44655" style="position:absolute;font-size:12px;font-weight:normal;left:256.728px;top:113.6px;">80 </div><div id="a44658" style="position:absolute;font-size:12px;font-weight:normal;left:315.768px;top:113.6px;">- </div><div id="a44661" style="position:absolute;font-size:12px;font-weight:normal;left:366.835px;top:113.6px;">- </div><div id="a44664" style="position:absolute;font-size:12px;font-weight:normal;left:409.715px;top:113.6px;">80 </div><div id="a44667" style="position:absolute;font-size:12px;font-weight:normal;left:454.675px;top:113.6px;">241 </div><div id="a44670" style="position:absolute;font-size:12px;font-weight:normal;left:519.795px;top:113.6px;">- </div><div id="a44673" style="position:absolute;font-size:12px;font-weight:normal;left:570.875px;top:113.6px;">- </div><div id="a44676" style="position:absolute;font-size:12px;font-weight:normal;left:607.675px;top:113.6px;">241 </div><div id="a44679" style="position:absolute;font-size:12px;font-weight:normal;left:14.773px;top:128.3px;">Mutual funds </div><div id="a44682" style="position:absolute;font-size:12px;font-weight:normal;left:256.728px;top:128.3px;">76 </div><div id="a44685" style="position:absolute;font-size:12px;font-weight:normal;left:315.768px;top:128.3px;">- </div><div id="a44688" style="position:absolute;font-size:12px;font-weight:normal;left:366.835px;top:128.3px;">- </div><div id="a44691" style="position:absolute;font-size:12px;font-weight:normal;left:409.715px;top:128.3px;">76 </div><div id="a44694" style="position:absolute;font-size:12px;font-weight:normal;left:454.675px;top:128.3px;">213 </div><div id="a44697" style="position:absolute;font-size:12px;font-weight:normal;left:505.715px;top:128.3px;">181 </div><div id="a44700" style="position:absolute;font-size:12px;font-weight:normal;left:570.875px;top:128.3px;">- </div><div id="a44703" style="position:absolute;font-size:12px;font-weight:normal;left:607.675px;top:128.3px;">394 </div><div id="a44705" style="position:absolute;font-size:12px;font-weight:normal;left:4.693px;top:142.9px;">Debt securities </div><div id="a44724" style="position:absolute;font-size:12px;font-weight:normal;left:14.773px;top:157px;">Government </div><div id="a44727" style="position:absolute;font-size:12px;font-weight:normal;left:264.728px;top:157px;">- </div><div id="a44730" style="position:absolute;font-size:12px;font-weight:normal;left:315.768px;top:157px;">- </div><div id="a44733" style="position:absolute;font-size:12px;font-weight:normal;left:366.835px;top:157px;">- </div><div id="a44736" style="position:absolute;font-size:12px;font-weight:normal;left:417.715px;top:157px;">- </div><div id="a44739" style="position:absolute;font-size:12px;font-weight:normal;left:454.675px;top:157px;">889 </div><div id="a44742" style="position:absolute;font-size:12px;font-weight:normal;left:519.795px;top:157px;">- </div><div id="a44745" style="position:absolute;font-size:12px;font-weight:normal;left:570.875px;top:157px;">- </div><div id="a44748" style="position:absolute;font-size:12px;font-weight:normal;left:607.675px;top:157px;">889 </div><div id="a44751" style="position:absolute;font-size:12px;font-weight:normal;left:14.773px;top:171.5px;">Corporate </div><div id="a44754" style="position:absolute;font-size:12px;font-weight:normal;left:264.728px;top:171.5px;">- </div><div id="a44757" style="position:absolute;font-size:12px;font-weight:normal;left:313.688px;top:171.5px;">2 </div><div id="a44760" style="position:absolute;font-size:12px;font-weight:normal;left:366.835px;top:171.5px;">- </div><div id="a44763" style="position:absolute;font-size:12px;font-weight:normal;left:415.635px;top:171.5px;">2 </div><div id="a44766" style="position:absolute;font-size:12px;font-weight:normal;left:468.755px;top:171.5px;">- </div><div id="a44769" style="position:absolute;font-size:12px;font-weight:normal;left:519.795px;top:171.5px;">- </div><div id="a44772" style="position:absolute;font-size:12px;font-weight:normal;left:570.875px;top:171.5px;">- </div><div id="a44775" style="position:absolute;font-size:12px;font-weight:normal;left:621.755px;top:171.5px;">- </div><div id="a44778" style="position:absolute;font-size:12px;font-weight:normal;left:14.773px;top:186.2px;">Mutual funds </div><div id="a44781" style="position:absolute;font-size:12px;font-weight:normal;left:264.728px;top:186.2px;">- </div><div id="a44784" style="position:absolute;font-size:12px;font-weight:normal;left:315.768px;top:186.2px;">- </div><div id="a44787" style="position:absolute;font-size:12px;font-weight:normal;left:366.835px;top:186.2px;">- </div><div id="a44790" style="position:absolute;font-size:12px;font-weight:normal;left:417.715px;top:186.2px;">- </div><div id="a44793" style="position:absolute;font-size:12px;font-weight:normal;left:454.675px;top:186.2px;">363 </div><div id="a44796" style="position:absolute;font-size:12px;font-weight:normal;left:519.795px;top:186.2px;">- </div><div id="a44799" style="position:absolute;font-size:12px;font-weight:normal;left:570.875px;top:186.2px;">- </div><div id="a44802" style="position:absolute;font-size:12px;font-weight:normal;left:607.675px;top:186.2px;">363 </div><div id="a44804" style="position:absolute;font-size:12px;font-weight:normal;left:4.693px;top:201px;">Cash and cash equivalents </div><div id="a44807" style="position:absolute;font-size:12px;font-weight:normal;left:264.728px;top:201px;">- </div><div id="a44810" style="position:absolute;font-size:12px;font-weight:normal;left:315.768px;top:201px;">- </div><div id="a44813" style="position:absolute;font-size:12px;font-weight:normal;left:366.835px;top:201px;">- </div><div id="a44816" style="position:absolute;font-size:12px;font-weight:normal;left:417.715px;top:201px;">- </div><div id="a44819" style="position:absolute;font-size:12px;font-weight:normal;left:460.755px;top:201px;">71 </div><div id="a44822" style="position:absolute;font-size:12px;font-weight:normal;left:519.795px;top:201px;">- </div><div id="a44825" style="position:absolute;font-size:12px;font-weight:normal;left:570.875px;top:201px;">- </div><div id="a44828" style="position:absolute;font-size:12px;font-weight:normal;left:613.755px;top:201px;">71 </div><div id="a44830" style="position:absolute;font-size:12px;font-weight:normal;left:4.693px;top:214.9px;">Time deposits </div><div id="a44833" style="position:absolute;font-size:12px;font-weight:normal;left:264.728px;top:214.9px;">- </div><div id="a44836" style="position:absolute;font-size:12px;font-weight:normal;left:315.768px;top:214.9px;">- </div><div id="a44839" style="position:absolute;font-size:12px;font-weight:normal;left:366.835px;top:214.9px;">- </div><div id="a44842" style="position:absolute;font-size:12px;font-weight:normal;left:417.715px;top:214.9px;">- </div><div id="a44845" style="position:absolute;font-size:12px;font-weight:normal;left:466.675px;top:214.9px;">6 </div><div id="a44848" style="position:absolute;font-size:12px;font-weight:normal;left:519.795px;top:214.9px;">- </div><div id="a44851" style="position:absolute;font-size:12px;font-weight:normal;left:570.875px;top:214.9px;">- </div><div id="a44854" style="position:absolute;font-size:12px;font-weight:normal;left:619.675px;top:214.9px;">6 </div><div id="a44856" style="position:absolute;font-size:12px;font-weight:normal;left:4.693px;top:229px;">Derivatives </div><div id="a44859" style="position:absolute;font-size:12px;font-weight:normal;left:264.728px;top:229px;">- </div><div id="a44862" style="position:absolute;font-size:12px;font-weight:normal;left:315.768px;top:229px;">- </div><div id="a44865" style="position:absolute;font-size:12px;font-weight:normal;left:366.835px;top:229px;">- </div><div id="a44868" style="position:absolute;font-size:12px;font-weight:normal;left:417.715px;top:229px;">- </div><div id="a44871" style="position:absolute;font-size:12px;font-weight:normal;left:456.755px;top:229px;">(17) </div><div id="a44874" style="position:absolute;font-size:12px;font-weight:normal;left:519.795px;top:229px;">- </div><div id="a44877" style="position:absolute;font-size:12px;font-weight:normal;left:570.875px;top:229px;">- </div><div id="a44880" style="position:absolute;font-size:12px;font-weight:normal;left:609.755px;top:229px;">(17) </div><div id="a44882" style="position:absolute;font-size:12px;font-weight:normal;left:4.693px;top:242.9px;">Real estate </div><div id="a44885" style="position:absolute;font-size:12px;font-weight:normal;left:264.728px;top:242.9px;">- </div><div id="a44888" style="position:absolute;font-size:12px;font-weight:normal;left:315.768px;top:242.9px;">- </div><div id="a44891" style="position:absolute;font-size:12px;font-weight:normal;left:366.835px;top:242.9px;">- </div><div id="a44894" style="position:absolute;font-size:12px;font-weight:normal;left:417.715px;top:242.9px;">- </div><div id="a44897" style="position:absolute;font-size:12px;font-weight:normal;left:468.755px;top:242.9px;">- </div><div id="a44900" style="position:absolute;font-size:12px;font-weight:normal;left:519.795px;top:242.9px;">- </div><div id="a44903" style="position:absolute;font-size:12px;font-weight:normal;left:556.795px;top:242.9px;">124 </div><div id="a44906" style="position:absolute;font-size:12px;font-weight:normal;left:607.675px;top:242.9px;">124 </div><div id="a44910" style="position:absolute;font-size:12px;font-weight:normal;left:24.693px;top:257.6px;">Total in fair value hierarchy </div><div id="a44912" style="position:absolute;font-size:12px;font-weight:normal;left:220.728px;top:257.6px;">$ </div><div id="a44914" style="position:absolute;font-size:12px;font-weight:normal;left:250.648px;top:257.6px;">230 </div><div id="a44917" style="position:absolute;font-size:12px;font-weight:normal;left:313.688px;top:257.6px;">2 </div><div id="a44920" style="position:absolute;font-size:12px;font-weight:normal;left:358.835px;top:257.6px;">20 </div><div id="a44923" style="position:absolute;font-size:12px;font-weight:normal;left:403.635px;top:257.6px;">252 </div><div id="a44926" style="position:absolute;font-size:12px;font-weight:normal;left:445.715px;top:257.6px;">2,137 </div><div id="a44929" style="position:absolute;font-size:12px;font-weight:normal;left:505.715px;top:257.6px;">181 </div><div id="a44932" style="position:absolute;font-size:12px;font-weight:normal;left:556.795px;top:257.6px;">124 </div><div id="a44935" style="position:absolute;font-size:12px;font-weight:normal;left:598.715px;top:257.6px;">2,442 </div><div id="a44956" style="position:absolute;font-size:12px;font-weight:normal;left:4.693px;top:289.5px;">Investments measured at net asset value* </div><div id="a44974" style="position:absolute;font-size:12px;font-weight:normal;left:4.693px;top:303.6px;">Equity securities </div><div id="a44993" style="position:absolute;font-size:12px;font-weight:normal;left:14.773px;top:317.5px;">Common/collective trusts </div><div id="a44995" style="position:absolute;font-size:12px;font-weight:normal;left:220.728px;top:317.5px;">$ </div><div id="a44997" style="position:absolute;font-size:12px;font-weight:normal;left:264.728px;top:317.5px;">- </div><div id="a45000" style="position:absolute;font-size:12px;font-weight:normal;left:315.768px;top:317.5px;">- </div><div id="a45003" style="position:absolute;font-size:12px;font-weight:normal;left:366.835px;top:317.5px;">- </div><div id="a45006" style="position:absolute;font-size:12px;font-weight:normal;left:403.635px;top:317.5px;">364 </div><div id="a45009" style="position:absolute;font-size:12px;font-weight:normal;left:468.755px;top:317.5px;">- </div><div id="a45012" style="position:absolute;font-size:12px;font-weight:normal;left:519.795px;top:317.5px;">- </div><div id="a45015" style="position:absolute;font-size:12px;font-weight:normal;left:570.875px;top:317.5px;">- </div><div id="a45018" style="position:absolute;font-size:12px;font-weight:normal;left:607.675px;top:317.5px;">153 </div><div id="a45020" style="position:absolute;font-size:12px;font-weight:normal;left:4.693px;top:331.6px;">Debt securities </div><div id="a45039" style="position:absolute;font-size:12px;font-weight:normal;left:14.773px;top:345.5px;">Common/collective trusts </div><div id="a45042" style="position:absolute;font-size:12px;font-weight:normal;left:264.728px;top:345.5px;">- </div><div id="a45045" style="position:absolute;font-size:12px;font-weight:normal;left:315.768px;top:345.5px;">- </div><div id="a45048" style="position:absolute;font-size:12px;font-weight:normal;left:366.835px;top:345.5px;">- </div><div id="a45051" style="position:absolute;font-size:12px;font-weight:normal;left:403.635px;top:345.5px;">548 </div><div id="a45054" style="position:absolute;font-size:12px;font-weight:normal;left:468.755px;top:345.5px;">- </div><div id="a45057" style="position:absolute;font-size:12px;font-weight:normal;left:519.795px;top:345.5px;">- </div><div id="a45060" style="position:absolute;font-size:12px;font-weight:normal;left:570.875px;top:345.5px;">- </div><div id="a45063" style="position:absolute;font-size:12px;font-weight:normal;left:607.675px;top:345.5px;">641 </div><div id="a45065" style="position:absolute;font-size:12px;font-weight:normal;left:4.693px;top:359.6px;">Cash and cash equivalents </div><div id="a45068" style="position:absolute;font-size:12px;font-weight:normal;left:264.728px;top:359.6px;">- </div><div id="a45071" style="position:absolute;font-size:12px;font-weight:normal;left:315.768px;top:359.6px;">- </div><div id="a45074" style="position:absolute;font-size:12px;font-weight:normal;left:366.835px;top:359.6px;">- </div><div id="a45077" style="position:absolute;font-size:12px;font-weight:normal;left:415.635px;top:359.6px;">5 </div><div id="a45080" style="position:absolute;font-size:12px;font-weight:normal;left:468.755px;top:359.6px;">- </div><div id="a45083" style="position:absolute;font-size:12px;font-weight:normal;left:519.795px;top:359.6px;">- </div><div id="a45086" style="position:absolute;font-size:12px;font-weight:normal;left:570.875px;top:359.6px;">- </div><div id="a45089" style="position:absolute;font-size:12px;font-weight:normal;left:621.755px;top:359.6px;">- </div><div id="a45091" style="position:absolute;font-size:12px;font-weight:normal;left:4.693px;top:373.5px;">Real estate </div><div id="a45094" style="position:absolute;font-size:12px;font-weight:normal;left:264.728px;top:373.5px;">- </div><div id="a45097" style="position:absolute;font-size:12px;font-weight:normal;left:315.768px;top:373.5px;">- </div><div id="a45100" style="position:absolute;font-size:12px;font-weight:normal;left:366.835px;top:373.5px;">- </div><div id="a45103" style="position:absolute;font-size:12px;font-weight:normal;left:409.715px;top:373.5px;">80 </div><div id="a45106" style="position:absolute;font-size:12px;font-weight:normal;left:468.755px;top:373.5px;">- </div><div id="a45109" style="position:absolute;font-size:12px;font-weight:normal;left:519.795px;top:373.5px;">- </div><div id="a45112" style="position:absolute;font-size:12px;font-weight:normal;left:570.875px;top:373.5px;">- </div><div id="a45115" style="position:absolute;font-size:12px;font-weight:normal;left:607.675px;top:373.5px;">109 </div><div id="a45117" style="position:absolute;font-size:12px;font-weight:normal;left:4.693px;top:388.2px;">Total** </div><div id="a45119" style="position:absolute;font-size:12px;font-weight:normal;left:220.728px;top:388.2px;">$ </div><div id="a45121" style="position:absolute;font-size:12px;font-weight:normal;left:250.648px;top:388.2px;">230 </div><div id="a45124" style="position:absolute;font-size:12px;font-weight:normal;left:313.688px;top:388.2px;">2 </div><div id="a45127" style="position:absolute;font-size:12px;font-weight:normal;left:358.835px;top:388.2px;">20 </div><div id="a45130" style="position:absolute;font-size:12px;font-weight:normal;left:394.675px;top:388.2px;">1,249 </div><div id="a45133" style="position:absolute;font-size:12px;font-weight:normal;left:445.715px;top:388.2px;">2,137 </div><div id="a45136" style="position:absolute;font-size:12px;font-weight:normal;left:505.715px;top:388.2px;">181 </div><div id="a45139" style="position:absolute;font-size:12px;font-weight:normal;left:556.795px;top:388.2px;">124 </div><div id="a45142" style="position:absolute;font-size:12px;font-weight:normal;left:598.715px;top:388.2px;">3,345 </div><div id="a45144" style="position:absolute;font-size:10.72px;font-weight:normal;font-style:italic;left:4.693px;top:405.2px;"><div style="display:inline-block;width:8px"> </div>*In accordance with FASB ASC Topic<div style="display:inline-block;width:4.56px"> </div>715, “Compensation—Retirement Benefits,” certain investments that are to be measured at fair value<div style="display:inline-block;width:4.25px"> </div></div><div id="a45150" style="position:absolute;font-size:10.72px;font-weight:normal;font-style:italic;left:4.693px;top:417.4px;"><div style="display:inline-block;width:13.44px"> </div>using the net asset value per share (or its equivalent) practical expedient<div style="display:inline-block;width:1.27px"> </div>have not been classified in the fair value hierarchy.<div style="display:inline-block;width:5.37px"> </div>The fair value<div style="display:inline-block;width:7.58px"> </div></div><div id="a45154" style="position:absolute;font-size:10.72px;font-weight:normal;font-style:italic;left:4.693px;top:429.7px;"><div style="display:inline-block;width:13.44px"> </div>amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Change in<div style="display:inline-block;width:6.5px"> </div></div><div id="a45159" style="position:absolute;font-size:10.72px;font-weight:normal;font-style:italic;left:4.693px;top:442px;"><div style="display:inline-block;width:13.44px"> </div>Fair Value of Plan Assets. </div></div></div></div> 94000000 0 7000000 101000000 435000000 0 0 435000000 98000000 0 0 98000000 266000000 0 0 266000000 93000000 0 0 93000000 245000000 267000000 0 512000000 0 0 0 0 1412000000 0 0 1412000000 0 2000000 0 2000000 0 0 0 0 0 0 0 0 392000000 0 0 392000000 0 0 0 0 98000000 0 0 98000000 0 0 0 0 11000000 0 0 11000000 0 0 0 0 0 0 132000000 132000000 285000000 2000000 7000000 294000000 2859000000 267000000 132000000 3258000000 457000000 167000000 637000000 760000000 25000000 0 83000000 112000000 285000000 2000000 7000000 1496000000 2859000000 267000000 132000000 4297000000 95000000 9000000 74000000 0 20000000 94000000 371000000 0 0 371000000 80000000 0 0 80000000 241000000 0 0 241000000 76000000 0 0 76000000 213000000 181000000 0 394000000 0 0 0 0 889000000 0 0 889000000 0 2000000 0 2000000 0 0 0 0 0 0 0 0 363000000 0 0 363000000 0 0 0 0 71000000 0 0 71000000 0 0 0 0 6000000 0 0 6000000 0 0 0 0 -17000000 0 0 -17000000 0 0 0 0 0 0 124000000 124000000 230000000 2000000 20000000 252000000 2137000000 181000000 124000000 2442000000 364000000 153000000 548000000 641000000 5000000 0 80000000 109000000 230000000 2000000 20000000 1249000000 2137000000 181000000 124000000 3345000000 84000000 16000000 350000000 90000000 <div id="TextBlockContainer988" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:639px;height:225px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="div_986_XBRL_CS_a631512005314c5ca01472c43ccc006d" style="position:absolute;left:0px;top:0px;float:left;"><div id="TextBlockContainer987" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:639px;height:225px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a45193" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">The following benefit payments, which are exclusive<div style="display:inline-block;width:1.85px"> </div>of amounts to be paid from the insurance annuity<div style="display:inline-block;width:2.04px"> </div>contract</div><div id="a45196" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">and which reflect expected future service, as appropriate,<div style="display:inline-block;width:1.64px"> </div>are expected to be paid:</div><div id="a45206" style="position:absolute;font-weight:normal;left:465.075px;top:45.9px;">Millions of Dollars</div><div id="a45209" style="position:absolute;font-weight:normal;left:459.635px;top:62.7px;">Pension</div><div id="a45212" style="position:absolute;font-weight:normal;left:581.275px;top:62.7px;">Other</div><div id="a45215" style="position:absolute;font-weight:normal;left:458.355px;top:78.9px;">Benefits</div><div id="a45218" style="position:absolute;font-weight:normal;left:573.915px;top:78.9px;">Benefits</div><div id="a45221" style="position:absolute;font-weight:normal;left:456.915px;top:95.5px;">U.S.</div><div id="a45224" style="position:absolute;font-weight:normal;left:528.155px;top:95.5px;">Int’l.</div><div id="a45235" style="position:absolute;font-weight:normal;left:4.693px;top:127.7px;">2020</div><div id="a45237" style="position:absolute;font-weight:normal;left:407.795px;top:127.7px;">$</div><div id="a45239" style="position:absolute;font-weight:normal;left:456.755px;top:127.7px;">447 </div><div id="a45242" style="position:absolute;font-weight:normal;left:530.875px;top:127.7px;">150 </div><div id="a45245" style="position:absolute;font-weight:normal;left:611.675px;top:127.7px;">32 </div><div id="a45247" style="position:absolute;font-weight:normal;left:4.693px;top:143.9px;">2021</div><div id="a45250" style="position:absolute;font-weight:normal;left:456.755px;top:143.9px;">270 </div><div id="a45253" style="position:absolute;font-weight:normal;left:530.875px;top:143.9px;">156 </div><div id="a45256" style="position:absolute;font-weight:normal;left:611.675px;top:143.9px;">29 </div><div id="a45258" style="position:absolute;font-weight:normal;left:4.693px;top:159.9px;">2022</div><div id="a45261" style="position:absolute;font-weight:normal;left:456.755px;top:159.9px;">250 </div><div id="a45264" style="position:absolute;font-weight:normal;left:530.875px;top:159.9px;">158 </div><div id="a45267" style="position:absolute;font-weight:normal;left:611.675px;top:159.9px;">27 </div><div id="a45269" style="position:absolute;font-weight:normal;left:4.693px;top:176px;">2023</div><div id="a45272" style="position:absolute;font-weight:normal;left:456.755px;top:176px;">217 </div><div id="a45275" style="position:absolute;font-weight:normal;left:530.875px;top:176px;">163 </div><div id="a45278" style="position:absolute;font-weight:normal;left:611.675px;top:176px;">24 </div><div id="a45280" style="position:absolute;font-weight:normal;left:4.693px;top:192px;">2024</div><div id="a45283" style="position:absolute;font-weight:normal;left:456.755px;top:192px;">220 </div><div id="a45286" style="position:absolute;font-weight:normal;left:530.875px;top:192px;">170 </div><div id="a45289" style="position:absolute;font-weight:normal;left:611.675px;top:192px;">22 </div><div id="a45291" style="position:absolute;font-weight:normal;left:4.693px;top:208.2px;">2025–2029</div><div id="a45296" style="position:absolute;font-weight:normal;left:456.755px;top:208.2px;">822 </div><div id="a45299" style="position:absolute;font-weight:normal;left:530.875px;top:208.2px;">927 </div><div id="a45302" style="position:absolute;font-weight:normal;left:611.675px;top:208.2px;">64 </div></div></div></div> 447000000 150000000 32000000 270000000 156000000 29000000 250000000 158000000 27000000 217000000 163000000 24000000 220000000 170000000 22000000 822000000 927000000 64000000 <div id="TextBlockContainer993" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:116px;height:17px;display:inline-block;"><div id="a45343" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">Millions of Dollars</div></div> 48000000 -1000000 24000000 23000000 5000000 0.75 17 0.01 0.06 0.06 0.06 P3Y 1 82000000 82000000 77000000 30000000 31000000 35000000 79000000 40000000 <div id="TextBlockContainer1007" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:632px;height:128px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a45566" style="position:absolute;font-weight:bold;left:4.693px;top:0px;">Compensation Expense</div><div id="a45567" style="position:absolute;font-weight:normal;left:144.368px;top:0px;">—Total share-based compensation expense recognized in income (loss) and the</div><div id="a45573" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">associated tax benefit for the years ended<div style="display:inline-block;width:2.18px"> </div>December 31 were as follows:</div><div id="a45583" style="position:absolute;font-weight:normal;left:454.675px;top:46.1px;">Millions of Dollars</div><div id="a45586" style="position:absolute;font-weight:bold;left:439.795px;top:62.9px;">2019</div><div id="a45589" style="position:absolute;font-weight:normal;left:520.915px;top:62.9px;">2018</div><div id="a45592" style="position:absolute;font-weight:normal;left:601.915px;top:62.9px;">2017</div><div id="a45600" style="position:absolute;font-weight:normal;left:4.693px;top:94.9px;">Compensation cost</div><div id="a45602" style="position:absolute;font-weight:bold;left:394.835px;top:94.9px;">$</div><div id="a45604" style="position:absolute;font-weight:bold;left:442.835px;top:94.9px;">274 </div><div id="a45607" style="position:absolute;font-weight:normal;left:523.955px;top:94.9px;">265 </div><div id="a45610" style="position:absolute;font-weight:normal;left:604.955px;top:94.9px;">227 </div><div id="a45612" style="position:absolute;font-weight:normal;left:4.693px;top:111px;">Tax benefit </div><div id="a45615" style="position:absolute;font-weight:bold;left:449.715px;top:111px;">71 </div><div id="a45618" style="position:absolute;font-weight:normal;left:530.875px;top:111px;">64 </div><div id="a45621" style="position:absolute;font-weight:normal;left:611.835px;top:111px;">76 </div></div> 274000000 265000000 227000000 71000000 64000000 76000000 Stock options granted under the provisions of the Plan and prior plans permit purchase of our common stock at exercise prices equivalent to the average fair market value of ConocoPhillips common stock on the date the options were granted. The options have terms of 10 years and generally vest ratably, with one-third of the options awarded vesting and becoming exercisable on each anniversary date following the date of grant. Options awarded to certain employees already eligible for retirement vest within six months of the grant date, but those options do not become exercisable until the end of the normal vesting period. Beginning in 2018, stock option grants were discontinued and replaced with three-year, time-vested restricted stock units which generally will be cash-settled. <div id="TextBlockContainer1013" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:638px;height:152px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a45648" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">The fair market values of the options granted in<div style="display:inline-block;width:2.03px"> </div>2017 were measured on the date of grant<div style="display:inline-block;width:2.19px"> </div>using the</div><div id="a45651" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">Black-Scholes-Merton option-pricing model.<div style="display:inline-block;width:5.71px"> </div>The weighted-average assumptions used were as follows:</div><div id="a45675" style="position:absolute;font-weight:normal;left:586.875px;top:46.2px;">2017</div><div id="a45678" style="position:absolute;font-weight:normal;left:4.693px;top:62.9px;">Assumptions used</div><div id="a45687" style="position:absolute;font-weight:normal;left:14.773px;top:80.8px;">Risk-free interest rate</div><div id="a45695" style="position:absolute;font-weight:normal;left:586.395px;top:80.8px;">2.24 </div><div id="a45697" style="position:absolute;font-family:Calibri;font-size:14.72px;font-weight:normal;left:614.875px;top:80.4px;">% </div><div id="a45700" style="position:absolute;font-weight:normal;left:14.773px;top:98.7px;">Dividend yield</div><div id="a45706" style="position:absolute;font-weight:normal;left:586.395px;top:98.7px;">4.00 </div><div id="a45708" style="position:absolute;font-family:Calibri;font-size:14.72px;font-weight:normal;left:614.875px;top:98.4px;">% </div><div id="a45711" style="position:absolute;font-weight:normal;left:14.773px;top:116.6px;">Volatility<div style="display:inline-block;width:4.97px"> </div>factor</div><div id="a45717" style="position:absolute;font-weight:normal;left:579.355px;top:116.6px;">28.12 </div><div id="a45719" style="position:absolute;font-family:Calibri;font-size:14.72px;font-weight:normal;left:614.875px;top:116.3px;">% </div><div id="a45722" style="position:absolute;font-weight:normal;left:14.773px;top:134.6px;">Expected life (years)</div><div id="a45728" style="position:absolute;font-weight:normal;left:586.395px;top:134.6px;">6.39 </div></div> 0.0224 0.0400 0.2812 P6Y4M20D <div id="TextBlockContainer1021" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:642px;height:222px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a45754" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">The following summarizes our stock option activity<div style="display:inline-block;width:2.05px"> </div>for the year ended December 31, 2019:</div><div id="a45770" style="position:absolute;font-weight:normal;left:525.395px;top:30.2px;">Millions of Dollars</div><div id="a45775" style="position:absolute;font-weight:normal;left:388.115px;top:48.8px;">Weighted-Average</div><div id="a45780" style="position:absolute;font-weight:normal;left:574.395px;top:48.8px;">Aggregate </div><div id="a45783" style="position:absolute;font-weight:normal;left:291.448px;top:64.8px;">Options</div><div id="a45786" style="position:absolute;font-weight:normal;left:414.195px;top:64.8px;">Exercise Price</div><div id="a45789" style="position:absolute;font-weight:normal;left:549.275px;top:64.8px;">Intrinsic Value</div><div id="a45799" style="position:absolute;font-weight:normal;left:4.693px;top:97px;">Outstanding at December 31, 2018</div><div id="a45801" style="position:absolute;font-weight:normal;left:268.728px;top:97px;">19,379,677 </div><div id="a45804" style="position:absolute;font-weight:normal;left:413.715px;top:97px;">$</div><div id="a45806" style="position:absolute;font-weight:normal;left:459.315px;top:97px;">52.88 </div><div id="a45809" style="position:absolute;font-weight:normal;left:571.835px;top:97px;">$</div><div id="a45811" style="position:absolute;font-weight:normal;left:607.995px;top:97px;">214 </div><div id="a45813" style="position:absolute;font-weight:normal;left:4.693px;top:113px;">Exercised</div><div id="a45815" style="position:absolute;font-weight:bold;left:270.488px;top:113px;">(1,339,480) </div><div id="a45819" style="position:absolute;font-weight:bold;left:459.315px;top:113px;">36.28 </div><div id="a45823" style="position:absolute;font-weight:bold;left:614.875px;top:113px;">39 </div><div id="a45825" style="position:absolute;font-weight:normal;left:4.693px;top:129.1px;">Forfeited</div><div id="a45827" style="position:absolute;font-weight:bold;left:327.128px;top:129.1px;">- </div><div id="a45835" style="position:absolute;font-weight:normal;left:4.693px;top:145.3px;">Expired or cancelled</div><div id="a45837" style="position:absolute;font-weight:bold;left:327.128px;top:145.3px;">- </div><div id="a45845" style="position:absolute;font-weight:bold;left:4.693px;top:163.8px;">Outstanding at December 31, 2019</div><div id="a45847" style="position:absolute;font-weight:bold;left:268.728px;top:163.8px;">18,040,197 </div><div id="a45850" style="position:absolute;font-weight:bold;left:413.715px;top:165.6px;">$</div><div id="a45852" style="position:absolute;font-weight:bold;left:459.315px;top:163.8px;">54.11 </div><div id="a45855" style="position:absolute;font-weight:bold;left:571.835px;top:163.8px;">$</div><div id="a45857" style="position:absolute;font-weight:bold;left:607.995px;top:163.8px;">206 </div><div id="a45859" style="position:absolute;font-weight:bold;left:4.693px;top:184.6px;">Vested at December 31, 2019</div><div id="a45861" style="position:absolute;font-weight:bold;left:268.728px;top:184.6px;">17,922,026 </div><div id="a45864" style="position:absolute;font-weight:bold;left:413.715px;top:186.6px;">$</div><div id="a45866" style="position:absolute;font-weight:bold;left:459.315px;top:184.6px;">54.14 </div><div id="a45869" style="position:absolute;font-weight:bold;left:571.835px;top:184.6px;">$</div><div id="a45871" style="position:absolute;font-weight:bold;left:607.995px;top:184.6px;">205 </div><div id="a45873" style="position:absolute;font-weight:bold;left:4.693px;top:203.2px;">Exercisable at December 31, 2019</div><div id="a45875" style="position:absolute;font-weight:bold;left:268.728px;top:203.2px;">17,172,815 </div><div id="a45878" style="position:absolute;font-weight:bold;left:413.715px;top:205.2px;">$</div><div id="a45880" style="position:absolute;font-weight:bold;left:459.315px;top:203.2px;">54.33 </div><div id="a45883" style="position:absolute;font-weight:bold;left:571.835px;top:203.2px;">$</div><div id="a45885" style="position:absolute;font-weight:bold;left:607.995px;top:203.2px;">194 </div></div> 19379677 52.88 214000000 1339480 36.28 39000000 0 0 18040197 54.11 206000000 17922026 54.14 205000000 17172815 54.33 194000000 P4Y5M4D P4Y4M28D P4Y3M14D 9.18 94000000 4000000 49000000 13000000 0 Generally, restricted stock units are granted annually under the provisions of the Plan and vest in an aggregate installment on the third anniversary of the grant date. In addition, restricted stock units granted under the Plan for a variable long-term incentive program vest ratably in three equal annual installments beginning on the first anniversary of the grant date. Restricted stock units are also granted ad hoc to attract or retain key personnel, and the terms and conditions under which these restricted stock units vest vary by award Upon vesting, these restricted stock units are settled by issuing one share of ConocoPhillips common stock per unit. Units awarded to retirement eligible employees vest six months from the grant date; however, those units are not issued as common stock until the earlier of separation from the company or the end of the regularly scheduled vesting period. Until issued as stock, most recipients of the restricted stock units receive a quarterly cash payment of a dividend equivalent that is charged to retained earnings. The grant date fair market value of these restricted stock units is deemed equal to the average ConocoPhillips stock price on the grant date. The grant date fair market value of units that do not receive a dividend equivalent while unvested is deemed equal to the average ConocoPhillips stock price on the grant date, less the net present value of the dividends that will not be received <div id="TextBlockContainer1030" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:634px;height:191px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="div_1028_XBRL_CS_a3c4f707aadb43c69d210eb9c4ae96b7" style="position:absolute;left:0px;top:0px;float:left;"><div id="TextBlockContainer1029" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:634px;height:191px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a45967" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">The following summarizes our stock-settled stock<div style="display:inline-block;width:2.09px"> </div>unit activity for the year ended December<div style="display:inline-block;width:2.08px"> </div>31, 2019:</div><div id="a45984" style="position:absolute;font-weight:normal;left:396.115px;top:33.9px;">Weighted-Average </div><div id="a45989" style="position:absolute;font-weight:normal;left:522.355px;top:33.9px;">Millions of Dollars</div><div id="a45993" style="position:absolute;font-weight:normal;left:279.928px;top:52.5px;">Stock Units</div><div id="a45996" style="position:absolute;font-weight:normal;left:377.875px;top:52.5px;">Grant Date Fair Value </div><div id="a45999" style="position:absolute;font-weight:normal;left:537.275px;top:52.5px;">Total Fair Value</div><div id="a46010" style="position:absolute;font-weight:normal;left:4.693px;top:89px;">Outstanding at December 31, 2018</div><div id="a46012" style="position:absolute;font-weight:normal;left:285.688px;top:89px;">7,546,973 </div><div id="a46015" style="position:absolute;font-weight:normal;left:422.835px;top:89px;">$</div><div id="a46017" style="position:absolute;font-weight:normal;left:467.155px;top:89px;">43.41 </div><div id="a46022" style="position:absolute;font-weight:normal;left:4.693px;top:105.8px;">Granted</div><div id="a46024" style="position:absolute;font-weight:bold;left:285.688px;top:105.8px;">2,045,503 </div><div id="a46028" style="position:absolute;font-weight:bold;left:467.155px;top:105.8px;">67.77 </div><div id="a46033" style="position:absolute;font-weight:normal;left:4.693px;top:121.9px;">Forfeited</div><div id="a46035" style="position:absolute;font-weight:bold;left:297.848px;top:121.9px;">(99,748) </div><div id="a46039" style="position:absolute;font-weight:bold;left:467.155px;top:121.9px;">62.93 </div><div id="a46044" style="position:absolute;font-weight:normal;left:4.693px;top:137.9px;">Issued</div><div id="a46046" style="position:absolute;font-weight:bold;left:280.408px;top:137.9px;">(3,269,682) </div><div id="a46050" style="position:absolute;font-weight:bold;left:467.155px;top:137.9px;">34.32 </div><div id="a46053" style="position:absolute;font-weight:bold;left:569.755px;top:137.9px;">$</div><div id="a46055" style="position:absolute;font-weight:bold;left:604.795px;top:137.9px;">225 </div><div id="a46057" style="position:absolute;font-weight:bold;left:4.693px;top:154.7px;">Outstanding at December 31, 2019</div><div id="a46059" style="position:absolute;font-weight:bold;left:285.688px;top:154.7px;">6,223,046 </div><div id="a46062" style="position:absolute;font-weight:bold;left:422.835px;top:154.7px;">$</div><div id="a46064" style="position:absolute;font-weight:bold;left:467.155px;top:154.7px;">55.99 </div><div id="a46069" style="position:absolute;font-weight:bold;left:4.693px;top:173.8px;">Not Vested at December 31, 2019</div><div id="a46071" style="position:absolute;font-weight:bold;left:285.688px;top:173.8px;">4,185,141 </div><div id="a46075" style="position:absolute;font-weight:bold;left:467.155px;top:173.8px;">56.17 </div></div></div></div><div id="TextBlockContainer1036" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:634px;height:191px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="div_1034_XBRL_TS_a3c3af04cf634a96a23c416730bbd342" style="position:absolute;left:0px;top:0px;float:left;"><div id="TextBlockContainer1035" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:634px;height:191px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a46126" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">The following summarizes our cash-settled stock<div style="display:inline-block;width:2.15px"> </div>unit activity for the year ended December 31, 2019:</div><div id="a46143" style="position:absolute;font-weight:normal;left:396.115px;top:33.9px;">Weighted-Average </div><div id="a46148" style="position:absolute;font-weight:normal;left:522.355px;top:33.9px;">Millions of Dollars</div><div id="a46152" style="position:absolute;font-weight:normal;left:279.928px;top:52.5px;">Stock Units</div><div id="a46155" style="position:absolute;font-weight:normal;left:377.875px;top:52.5px;">Grant Date Fair Value </div><div id="a46158" style="position:absolute;font-weight:normal;left:537.275px;top:52.5px;">Total Fair Value</div><div id="a46169" style="position:absolute;font-weight:normal;left:4.693px;top:89px;">Outstanding at December 31, 2018</div><div id="a46171" style="position:absolute;font-weight:normal;left:296.248px;top:89px;">376,608 </div><div id="a46174" style="position:absolute;font-weight:normal;left:422.835px;top:89px;">$</div><div id="a46176" style="position:absolute;font-weight:normal;left:467.155px;top:89px;">62.21 </div><div id="a46181" style="position:absolute;font-weight:normal;left:4.693px;top:105.9px;">Granted</div><div id="a46183" style="position:absolute;font-weight:bold;left:296.248px;top:105.9px;">319,552 </div><div id="a46187" style="position:absolute;font-weight:bold;left:467.155px;top:105.9px;">68.20 </div><div id="a46192" style="position:absolute;font-weight:normal;left:4.693px;top:121.9px;">Forfeited</div><div id="a46194" style="position:absolute;font-weight:bold;left:304.888px;top:121.9px;">(6,914) </div><div id="a46198" style="position:absolute;font-weight:bold;left:467.155px;top:121.9px;">61.35 </div><div id="a46203" style="position:absolute;font-weight:normal;left:4.693px;top:138.1px;">Issued</div><div id="a46205" style="position:absolute;font-weight:bold;left:297.848px;top:138.1px;">(92,255) </div><div id="a46209" style="position:absolute;font-weight:bold;left:467.155px;top:138.1px;">61.61 </div><div id="a46212" style="position:absolute;font-weight:bold;left:569.755px;top:138.1px;">$</div><div id="a46214" style="position:absolute;font-weight:bold;left:618.715px;top:138.1px;">6 </div><div id="a46216" style="position:absolute;font-weight:bold;left:4.693px;top:154.9px;">Outstanding at December 31, 2019</div><div id="a46218" style="position:absolute;font-weight:bold;left:296.248px;top:154.9px;">596,991 </div><div id="a46221" style="position:absolute;font-weight:bold;left:422.835px;top:154.9px;">$</div><div id="a46223" style="position:absolute;font-weight:bold;left:467.155px;top:154.9px;">64.54 </div><div id="a46228" style="position:absolute;font-weight:bold;left:4.693px;top:173.9px;">Not Vested at December 31, 2019</div><div id="a46230" style="position:absolute;font-weight:bold;left:296.248px;top:173.9px;">153,457 </div><div id="a46234" style="position:absolute;font-weight:bold;left:467.155px;top:173.9px;">64.54 </div></div></div></div> 7546973 43.41 2045503 67.77 99748 62.93 3269682 34.32 225000000 6223046 55.99 4185141 56.17 93000000 P1Y8M15D P2Y8M23D 52.45 48.77 154000000 159000000 Beginning in 2018, cash-settled executive restricted stock units replaced the stock option program. These restricted stock units, subject to elections to defer, will be settled in cash equal to the fair market value of a share of ConocoPhillips common stock per unit on the settlement date and are classified as liabilities on the balance sheet. Units awarded to retirement eligible employees vest six months from the grant date; however, those units are not settled until the earlier of separation from the company or the end of the regularly scheduled vesting period. Compensation expense is initially measured using the average fair market value of ConocoPhillips common stock and is subsequently adjusted, based on changes in the ConocoPhillips stock price through the end of each subsequent reporting period, through the settlement date. Recipients receive an accrued reinvested dividend equivalent that is charged to compensation expense. The accrued reinvested dividend is paid at the time of settlement, subject to the terms and conditions of the award. 376608 62.21 319552 68.20 6914 61.35 92255 61.61 6000000 596991 64.54 153457 64.54 5000000 P1Y8M12D P2Y1M13D 53.68 1000000 For performance periods beginning before 2009, PSUs do not vest until the employee becomes eligible for retirement by reaching age 55 with five years of service, and restrictions do not lapse until the employee separates from the company. With respect to awards for performance periods beginning in 2009 through 2012, PSUs do not vest until the earlier of the date the employee becomes eligible for retirement by reaching age 55 with five years of service or five years after the grant date of the award, and restrictions do not lapse until the earlier of the employee’s separation from the company or five years after the grant date (although recipients can elect to defer the lapsing of restrictions until separation). We recognize compensation expense for these awards beginning on the grant date and ending on the date the PSUs are scheduled to vest. Since these awards are authorized three years prior to the grant date, for employees eligible for retirement by or shortly after the grant date, we recognize compensation expense over the period beginning on the date of authorization and ending on the date of grant. Until issued as stock, recipients of the PSUs receive a quarterly cash payment of a dividend equivalent that is charged to retained earnings. Beginning in 2013, PSUs authorized for future grants will vest, absent employee election to defer, upon settlement following the conclusion of the three-year performance period. We recognize compensation expense over the period beginning on the date of authorization and ending on the conclusion of the performance period. PSUs are settled by issuing one share of ConocoPhillips common stock per unit. <div id="TextBlockContainer1044" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:634px;height:200px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="div_1042_XBRL_CS_2150e7745c8f4e73bca5b63f3b3eda85" style="position:absolute;left:0px;top:0px;float:left;"><div id="TextBlockContainer1043" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:634px;height:200px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a46334" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">The following summarizes our stock-settled Performance<div style="display:inline-block;width:1.8px"> </div>Share Program activity for the year ended </div><div id="a46338" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">December 31, 2019:</div><div id="a46351" style="position:absolute;font-weight:normal;left:386.035px;top:49.9px;">Weighted-Average </div><div id="a46356" style="position:absolute;font-weight:normal;left:522.515px;top:49.9px;">Millions of Dollars</div><div id="a46359" style="position:absolute;font-weight:normal;left:270.008px;top:66.7px;">Stock Units</div><div id="a46362" style="position:absolute;font-weight:normal;left:367.795px;top:66.7px;">Grant Date Fair Value </div><div id="a46365" style="position:absolute;font-weight:normal;left:537.435px;top:66.7px;">Total Fair Value</div><div id="a46375" style="position:absolute;font-weight:normal;left:4.693px;top:98.7px;">Outstanding at December 31, 2018</div><div id="a46377" style="position:absolute;font-weight:normal;left:275.768px;top:98.7px;">2,335,542 </div><div id="a46380" style="position:absolute;font-weight:normal;left:412.755px;top:99.5px;">$</div><div id="a46382" style="position:absolute;font-weight:normal;left:457.235px;top:98.7px;">50.45 </div><div id="a46387" style="position:absolute;font-weight:normal;left:4.693px;top:115.7px;">Granted</div><div id="a46389" style="position:absolute;font-weight:bold;left:293.208px;top:115.7px;">77,841 </div><div id="a46393" style="position:absolute;font-weight:bold;left:457.235px;top:115.7px;">68.90 </div><div id="a46398" style="position:absolute;font-weight:normal;left:4.693px;top:131.7px;">Forfeited</div><div id="a46400" style="position:absolute;font-weight:bold;left:327.128px;top:131.7px;">- </div><div id="a46408" style="position:absolute;font-weight:normal;left:4.693px;top:147.9px;">Issued</div><div id="a46410" style="position:absolute;font-weight:bold;left:280.888px;top:147.9px;">(388,559) </div><div id="a46414" style="position:absolute;font-weight:bold;left:457.235px;top:147.9px;">53.66 </div><div id="a46417" style="position:absolute;font-weight:bold;left:569.915px;top:147.9px;">$</div><div id="a46419" style="position:absolute;font-weight:bold;left:611.675px;top:147.9px;">25 </div><div id="a46421" style="position:absolute;font-weight:bold;left:4.693px;top:164.7px;">Outstanding at December 31, 2019</div><div id="a46424" style="position:absolute;font-weight:bold;left:275.768px;top:164.7px;">2,024,824 </div><div id="a46427" style="position:absolute;font-weight:bold;left:412.755px;top:164.7px;">$</div><div id="a46429" style="position:absolute;font-weight:bold;left:457.235px;top:164.7px;">50.55 </div><div id="a46434" style="position:absolute;font-weight:bold;left:4.693px;top:183.7px;">Not Vested at December 31, 2019</div><div id="a46436" style="position:absolute;font-weight:bold;left:293.208px;top:183.7px;">15,616 </div><div id="a46439" style="position:absolute;font-weight:bold;left:412.755px;top:183.7px;">$</div><div id="a46441" style="position:absolute;font-weight:bold;left:457.235px;top:183.7px;">47.80 </div></div></div></div><div id="TextBlockContainer1052" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:634px;height:200px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="div_1050_XBRL_CS_c2ed00669cb64180933f32f809281f77" style="position:absolute;left:0px;top:0px;float:left;"><div id="TextBlockContainer1051" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:634px;height:200px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a46513" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">The following summarizes our cash-settled Performance<div style="display:inline-block;width:1.87px"> </div>Share Program activity for the year ended </div><div id="a46518" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">December 31, 2019:</div><div id="a46531" style="position:absolute;font-weight:normal;left:386.035px;top:49.9px;">Weighted-Average </div><div id="a46536" style="position:absolute;font-weight:normal;left:522.515px;top:49.9px;">Millions of Dollars</div><div id="a46539" style="position:absolute;font-weight:normal;left:270.008px;top:66.7px;">Stock Units</div><div id="a46542" style="position:absolute;font-weight:normal;left:367.795px;top:66.7px;">Grant Date Fair Value </div><div id="a46545" style="position:absolute;font-weight:normal;left:537.435px;top:66.7px;">Total Fair Value</div><div id="a46555" style="position:absolute;font-weight:normal;left:4.693px;top:98.7px;">Outstanding at December 31, 2018</div><div id="a46557" style="position:absolute;font-weight:normal;left:275.768px;top:98.7px;">1,131,007 </div><div id="a46560" style="position:absolute;font-weight:normal;left:412.755px;top:99.5px;">$</div><div id="a46562" style="position:absolute;font-weight:normal;left:457.235px;top:98.7px;">62.21 </div><div id="a46567" style="position:absolute;font-weight:normal;left:4.693px;top:115.7px;">Granted</div><div id="a46569" style="position:absolute;font-weight:bold;left:275.768px;top:115.7px;">1,958,043 </div><div id="a46573" style="position:absolute;font-weight:bold;left:457.235px;top:115.7px;">68.90 </div><div id="a46578" style="position:absolute;font-weight:normal;left:4.693px;top:131.7px;">Forfeited</div><div id="a46580" style="position:absolute;font-weight:bold;left:327.128px;top:131.7px;">- </div><div id="a46588" style="position:absolute;font-weight:normal;left:4.693px;top:147.8px;">Settled</div><div id="a46590" style="position:absolute;font-weight:bold;left:270.488px;top:147.8px;">(2,479,776) </div><div id="a46594" style="position:absolute;font-weight:bold;left:457.235px;top:147.8px;">69.10 </div><div id="a46597" style="position:absolute;font-weight:bold;left:569.915px;top:147.8px;">$</div><div id="a46599" style="position:absolute;font-weight:bold;left:604.795px;top:147.8px;">171 </div><div id="a46601" style="position:absolute;font-weight:bold;left:4.693px;top:164.6px;">Outstanding at December 31, 2019</div><div id="a46604" style="position:absolute;font-weight:bold;left:286.328px;top:164.6px;">609,274 </div><div id="a46607" style="position:absolute;font-weight:bold;left:412.755px;top:164.6px;">$</div><div id="a46609" style="position:absolute;font-weight:bold;left:457.235px;top:164.6px;">64.54 </div><div id="a46614" style="position:absolute;font-weight:bold;left:4.693px;top:183.7px;">Not Vested at December 31, 2019</div><div id="a46616" style="position:absolute;font-weight:bold;left:293.208px;top:183.7px;">38,487 </div><div id="a46619" style="position:absolute;font-weight:bold;left:412.755px;top:183.7px;">$</div><div id="a46621" style="position:absolute;font-weight:bold;left:457.235px;top:183.7px;">64.54 </div></div></div></div> 2335542 50.45 77841 68.90 0 388559 53.66 25000000 2024824 50.55 15616 47.80 0 53.28 49.76 29000000 57000000 1131007 62.21 1958043 68.90 0 2479776 69.10 171000000 609274 64.54 38487 64.54 0 53.28 49.76 22000000 24000000 Beginning in February 2014, initial target PSU awards are issued near the beginning of new performance periods. These initial target PSU awards will terminate at the end of the performance periods and will be settled after the performance periods have ended. Also in 2014, initial target PSU awards were issued for open performance periods that began in prior years. For the open performance period beginning in 2012, the initial target PSU awards terminated at the end of the three-year performance period and were replaced with approved PSU awards. For the open performance period beginning in 2013, the initial target PSU awards terminated at the end of the three-year performance period and were settled after the performance period ended. <div id="TextBlockContainer1059" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:634px;height:181px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a46716" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">The following summarizes the aggregate activity<div style="display:inline-block;width:1.96px"> </div>of these restricted shares and units for the<div style="display:inline-block;width:2.12px"> </div>year ended </div><div id="a46718" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">December 31, 2019:</div><div id="a46731" style="position:absolute;font-weight:normal;left:386.035px;top:49.9px;">Weighted-Average </div><div id="a46736" style="position:absolute;font-weight:normal;left:522.515px;top:49.9px;">Millions of Dollars</div><div id="a46739" style="position:absolute;font-weight:normal;left:270.008px;top:66.6px;">Stock Units</div><div id="a46742" style="position:absolute;font-weight:normal;left:367.795px;top:66.6px;">Grant Date Fair Value </div><div id="a46745" style="position:absolute;font-weight:normal;left:537.435px;top:66.6px;">Total Fair Value</div><div id="a46755" style="position:absolute;font-weight:normal;left:4.693px;top:98.7px;">Outstanding at December 31, 2018</div><div id="a46757" style="position:absolute;font-weight:normal;left:275.768px;top:98.7px;">1,107,315 </div><div id="a46760" style="position:absolute;font-weight:normal;left:412.755px;top:99.5px;">$</div><div id="a46762" style="position:absolute;font-weight:normal;left:457.235px;top:98.7px;">46.57 </div><div id="a46767" style="position:absolute;font-weight:normal;left:4.693px;top:115.5px;">Granted</div><div id="a46769" style="position:absolute;font-weight:bold;left:293.208px;top:115.5px;">64,063 </div><div id="a46773" style="position:absolute;font-weight:bold;left:457.235px;top:115.5px;">63.58 </div><div id="a46778" style="position:absolute;font-weight:normal;left:4.693px;top:131.7px;">Cancelled</div><div id="a46780" style="position:absolute;font-weight:bold;left:294.968px;top:131.7px;">(2,307) </div><div id="a46784" style="position:absolute;font-weight:bold;left:457.235px;top:131.7px;">23.73 </div><div id="a46789" style="position:absolute;font-weight:normal;left:4.693px;top:147.9px;">Issued</div><div id="a46791" style="position:absolute;font-weight:bold;left:280.888px;top:147.9px;">(177,163) </div><div id="a46795" style="position:absolute;font-weight:bold;left:457.235px;top:147.9px;">49.23 </div><div id="a46798" style="position:absolute;font-weight:bold;left:569.915px;top:147.9px;">$</div><div id="a46800" style="position:absolute;font-weight:bold;left:611.675px;top:147.9px;">11 </div><div id="a46802" style="position:absolute;font-weight:bold;left:4.693px;top:164.5px;">Outstanding at December 31, 2019</div><div id="a46805" style="position:absolute;font-weight:bold;left:286.328px;top:164.5px;">991,908 </div><div id="a46808" style="position:absolute;font-weight:bold;left:412.755px;top:164.5px;">$</div><div id="a46810" style="position:absolute;font-weight:bold;left:457.235px;top:164.5px;">47.24 </div></div> 1107315 46.57 64063 63.58 2307 23.73 177163 49.23 11000000 991908 47.24 0 62.01 48.87 17000000 4000000 <div id="TextBlockContainer1066" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:672px;height:272px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="div_1064_XBRL_CS_fb80baa2774b453893e3dbc40062ab82" style="position:absolute;left:0px;top:0px;float:left;"><div id="TextBlockContainer1065" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:672px;height:272px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a46831" style="position:absolute;font-weight:bold;left:4.693px;top:0px;">Note 19—Income Taxes</div><div id="a46849" style="position:absolute;font-weight:normal;left:4.693px;top:30.1px;">Income taxes charged to net income (loss) were:</div><div id="a46861" style="position:absolute;font-weight:normal;left:480.435px;top:60.2px;">Millions of Dollars</div><div id="a46865" style="position:absolute;font-weight:bold;left:473.715px;top:77px;">2019</div><div id="a46868" style="position:absolute;font-weight:normal;left:546.875px;top:77px;">2018</div><div id="a46871" style="position:absolute;font-weight:normal;left:638.875px;top:77px;">2017</div><div id="a46873" style="position:absolute;font-weight:bold;left:4.693px;top:93.8px;">Income Taxes</div><div id="a46881" style="position:absolute;font-weight:normal;left:4.693px;top:109.9px;">Federal</div><div id="a46890" style="position:absolute;font-weight:normal;left:14.773px;top:125.9px;">Current</div><div id="a46892" style="position:absolute;font-weight:bold;left:401.715px;top:125.9px;">$</div><div id="a46894" style="position:absolute;font-weight:bold;left:483.635px;top:125.9px;">18 </div><div id="a46897" style="position:absolute;font-weight:normal;left:563.835px;top:125.9px;">4 </div><div id="a46900" style="position:absolute;font-weight:normal;left:648.795px;top:125.9px;">79 </div><div id="a46903" style="position:absolute;font-weight:normal;left:14.773px;top:142.1px;">Deferred</div><div id="a46906" style="position:absolute;font-weight:bold;left:471.315px;top:142.1px;">(113) </div><div id="a46909" style="position:absolute;font-weight:normal;left:549.915px;top:142.1px;">545 </div><div id="a46912" style="position:absolute;font-weight:normal;left:626.075px;top:142.1px;">(3,046) </div><div id="a46914" style="position:absolute;font-weight:normal;left:4.693px;top:158.3px;">Foreign</div><div id="a46923" style="position:absolute;font-weight:normal;left:14.773px;top:174.3px;">Current</div><div id="a46926" style="position:absolute;font-weight:bold;left:466.195px;top:174.3px;">2,545 </div><div id="a46929" style="position:absolute;font-weight:normal;left:539.355px;top:174.3px;">3,273 </div><div id="a46932" style="position:absolute;font-weight:normal;left:631.355px;top:174.3px;">1,729 </div><div id="a46935" style="position:absolute;font-weight:normal;left:14.773px;top:190.4px;">Deferred</div><div id="a46938" style="position:absolute;font-weight:bold;left:471.315px;top:190.4px;">(323) </div><div id="a46941" style="position:absolute;font-weight:normal;left:544.475px;top:190.4px;">(166) </div><div id="a46944" style="position:absolute;font-weight:normal;left:636.475px;top:190.4px;">(510) </div><div id="a46946" style="position:absolute;font-weight:normal;left:4.693px;top:206.4px;">State and local</div><div id="a46955" style="position:absolute;font-weight:normal;left:14.773px;top:222.6px;">Current</div><div id="a46958" style="position:absolute;font-weight:bold;left:476.755px;top:222.6px;">148 </div><div id="a46961" style="position:absolute;font-weight:normal;left:549.915px;top:222.6px;">108 </div><div id="a46964" style="position:absolute;font-weight:normal;left:648.795px;top:222.6px;">51 </div><div id="a46967" style="position:absolute;font-weight:normal;left:14.773px;top:238.7px;">Deferred</div><div id="a46970" style="position:absolute;font-weight:bold;left:485.395px;top:238.7px;">(8) </div><div id="a46973" style="position:absolute;font-weight:normal;left:551.515px;top:238.7px;">(96) </div><div id="a46976" style="position:absolute;font-weight:normal;left:636.475px;top:238.7px;">(125) </div><div id="a46980" style="position:absolute;font-weight:bold;left:401.715px;top:255.4px;">$</div><div id="a46982" style="position:absolute;font-weight:bold;left:466.195px;top:255.4px;">2,267 </div><div id="a46985" style="position:absolute;font-weight:normal;left:539.355px;top:255.4px;">3,668 </div><div id="a46988" style="position:absolute;font-weight:normal;left:626.075px;top:255.4px;">(1,822) </div></div></div></div> <div id="TextBlockContainer1065" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:672px;height:272px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a46831" style="position:absolute;font-weight:bold;left:4.693px;top:0px;">Note 19—Income Taxes</div><div id="a46849" style="position:absolute;font-weight:normal;left:4.693px;top:30.1px;">Income taxes charged to net income (loss) were:</div><div id="a46861" style="position:absolute;font-weight:normal;left:480.435px;top:60.2px;">Millions of Dollars</div><div id="a46865" style="position:absolute;font-weight:bold;left:473.715px;top:77px;">2019</div><div id="a46868" style="position:absolute;font-weight:normal;left:546.875px;top:77px;">2018</div><div id="a46871" style="position:absolute;font-weight:normal;left:638.875px;top:77px;">2017</div><div id="a46873" style="position:absolute;font-weight:bold;left:4.693px;top:93.8px;">Income Taxes</div><div id="a46881" style="position:absolute;font-weight:normal;left:4.693px;top:109.9px;">Federal</div><div id="a46890" style="position:absolute;font-weight:normal;left:14.773px;top:125.9px;">Current</div><div id="a46892" style="position:absolute;font-weight:bold;left:401.715px;top:125.9px;">$</div><div id="a46894" style="position:absolute;font-weight:bold;left:483.635px;top:125.9px;">18 </div><div id="a46897" style="position:absolute;font-weight:normal;left:563.835px;top:125.9px;">4 </div><div id="a46900" style="position:absolute;font-weight:normal;left:648.795px;top:125.9px;">79 </div><div id="a46903" style="position:absolute;font-weight:normal;left:14.773px;top:142.1px;">Deferred</div><div id="a46906" style="position:absolute;font-weight:bold;left:471.315px;top:142.1px;">(113) </div><div id="a46909" style="position:absolute;font-weight:normal;left:549.915px;top:142.1px;">545 </div><div id="a46912" style="position:absolute;font-weight:normal;left:626.075px;top:142.1px;">(3,046) </div><div id="a46914" style="position:absolute;font-weight:normal;left:4.693px;top:158.3px;">Foreign</div><div id="a46923" style="position:absolute;font-weight:normal;left:14.773px;top:174.3px;">Current</div><div id="a46926" style="position:absolute;font-weight:bold;left:466.195px;top:174.3px;">2,545 </div><div id="a46929" style="position:absolute;font-weight:normal;left:539.355px;top:174.3px;">3,273 </div><div id="a46932" style="position:absolute;font-weight:normal;left:631.355px;top:174.3px;">1,729 </div><div id="a46935" style="position:absolute;font-weight:normal;left:14.773px;top:190.4px;">Deferred</div><div id="a46938" style="position:absolute;font-weight:bold;left:471.315px;top:190.4px;">(323) </div><div id="a46941" style="position:absolute;font-weight:normal;left:544.475px;top:190.4px;">(166) </div><div id="a46944" style="position:absolute;font-weight:normal;left:636.475px;top:190.4px;">(510) </div><div id="a46946" style="position:absolute;font-weight:normal;left:4.693px;top:206.4px;">State and local</div><div id="a46955" style="position:absolute;font-weight:normal;left:14.773px;top:222.6px;">Current</div><div id="a46958" style="position:absolute;font-weight:bold;left:476.755px;top:222.6px;">148 </div><div id="a46961" style="position:absolute;font-weight:normal;left:549.915px;top:222.6px;">108 </div><div id="a46964" style="position:absolute;font-weight:normal;left:648.795px;top:222.6px;">51 </div><div id="a46967" style="position:absolute;font-weight:normal;left:14.773px;top:238.7px;">Deferred</div><div id="a46970" style="position:absolute;font-weight:bold;left:485.395px;top:238.7px;">(8) </div><div id="a46973" style="position:absolute;font-weight:normal;left:551.515px;top:238.7px;">(96) </div><div id="a46976" style="position:absolute;font-weight:normal;left:636.475px;top:238.7px;">(125) </div><div id="a46980" style="position:absolute;font-weight:bold;left:401.715px;top:255.4px;">$</div><div id="a46982" style="position:absolute;font-weight:bold;left:466.195px;top:255.4px;">2,267 </div><div id="a46985" style="position:absolute;font-weight:normal;left:539.355px;top:255.4px;">3,668 </div><div id="a46988" style="position:absolute;font-weight:normal;left:626.075px;top:255.4px;">(1,822) </div></div><div id="TextBlockContainer1070" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:649px;height:396px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="div_1068_XBRL_CS_cdee2f6e779343d7b5259c9e187f0fcd" style="position:absolute;left:0px;top:0px;float:left;"><div id="TextBlockContainer1069" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:649px;height:396px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a46995" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">Deferred income taxes reflect the net tax effect of temporary<div style="display:inline-block;width:1.88px"> </div>differences between the carrying amounts of</div><div id="a46997" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">assets and liabilities for financial reporting purposes<div style="display:inline-block;width:1.96px"> </div>and the amounts used for tax purposes.<div style="display:inline-block;width:5.91px"> </div>Major components</div><div id="a46999" style="position:absolute;font-weight:normal;left:4.693px;top:32px;">of deferred tax liabilities and assets at December<div style="display:inline-block;width:2.11px"> </div>31 were:</div><div id="a47008" style="position:absolute;font-weight:normal;left:492.115px;top:61.9px;">Millions of Dollars</div><div id="a47011" style="position:absolute;font-weight:bold;left:510.835px;top:78.6px;">2019</div><div id="a47014" style="position:absolute;font-weight:normal;left:615.835px;top:78.6px;">2018</div><div id="a47016" style="position:absolute;font-weight:bold;left:4.693px;top:95.4px;">Deferred Tax Liabilities</div><div id="a47022" style="position:absolute;font-weight:normal;left:4.693px;top:112.2px;">PP&amp;E and intangibles</div><div id="a47024" style="position:absolute;font-weight:bold;left:447.795px;top:112.2px;">$</div><div id="a47026" style="position:absolute;font-weight:bold;left:503.315px;top:112.2px;">8,660 </div><div id="a47029" style="position:absolute;font-weight:normal;left:608.315px;top:112.2px;">8,004 </div><div id="a47031" style="position:absolute;font-weight:normal;left:4.693px;top:128.3px;">Inventory</div><div id="a47034" style="position:absolute;font-weight:bold;left:520.755px;top:128.3px;">35 </div><div id="a47037" style="position:absolute;font-weight:normal;left:625.755px;top:128.3px;">60 </div><div id="a47039" style="position:absolute;font-weight:normal;left:4.693px;top:144.5px;">Deferred state income tax</div><div id="a47042" style="position:absolute;font-weight:bold;left:530.235px;top:144.5px;">- </div><div id="a47045" style="position:absolute;font-weight:normal;left:625.755px;top:144.5px;">61 </div><div id="a47047" style="position:absolute;font-weight:normal;left:4.693px;top:160.5px;">Other</div><div id="a47050" style="position:absolute;font-weight:bold;left:513.875px;top:160.5px;">234 </div><div id="a47053" style="position:absolute;font-weight:normal;left:618.875px;top:160.5px;">156 </div><div id="a47055" style="position:absolute;font-weight:normal;left:4.693px;top:177.3px;">Total deferred tax liabilities</div><div id="a47059" style="position:absolute;font-weight:bold;left:503.315px;top:177.3px;">8,929 </div><div id="a47062" style="position:absolute;font-weight:normal;left:608.315px;top:177.3px;">8,281 </div><div id="a47069" style="position:absolute;font-weight:bold;left:4.693px;top:209.5px;">Deferred Tax Assets</div><div id="a47075" style="position:absolute;font-weight:normal;left:4.693px;top:225.5px;">Benefit plan accruals</div><div id="a47078" style="position:absolute;font-weight:bold;left:513.875px;top:225.5px;">542 </div><div id="a47081" style="position:absolute;font-weight:normal;left:618.875px;top:225.5px;">641 </div><div id="a47083" style="position:absolute;font-weight:normal;left:4.693px;top:242.5px;">Asset retirement obligations and accrued environmental<div style="display:inline-block;width:1.9px"> </div>costs</div><div id="a47086" style="position:absolute;font-weight:bold;left:503.315px;top:242.5px;">2,339 </div><div id="a47089" style="position:absolute;font-weight:normal;left:608.315px;top:242.5px;">2,891 </div><div id="a47091" style="position:absolute;font-weight:normal;left:4.693px;top:259.3px;">Investments in joint ventures</div><div id="a47094" style="position:absolute;font-weight:bold;left:503.315px;top:259.3px;">1,722 </div><div id="a47097" style="position:absolute;font-weight:normal;left:618.875px;top:259.3px;">104 </div><div id="a47099" style="position:absolute;font-weight:normal;left:4.693px;top:276.2px;">Other financial accruals and deferrals</div><div id="a47103" style="position:absolute;font-weight:bold;left:513.875px;top:276.2px;">777 </div><div id="a47106" style="position:absolute;font-weight:normal;left:618.875px;top:276.2px;">330 </div><div id="a47108" style="position:absolute;font-weight:normal;left:4.693px;top:293px;">Loss and credit carryforwards</div><div id="a47111" style="position:absolute;font-weight:bold;left:503.315px;top:293px;">8,968 </div><div id="a47114" style="position:absolute;font-weight:normal;left:608.315px;top:293px;">2,378 </div><div id="a47116" style="position:absolute;font-weight:normal;left:4.693px;top:309.8px;">Other</div><div id="a47119" style="position:absolute;font-weight:bold;left:513.875px;top:309.8px;">345 </div><div id="a47122" style="position:absolute;font-weight:normal;left:618.875px;top:309.8px;">398 </div><div id="a47124" style="position:absolute;font-weight:normal;left:4.693px;top:327.4px;">Total deferred tax assets</div><div id="a47127" style="position:absolute;font-weight:bold;left:496.275px;top:327.4px;">14,693 </div><div id="a47130" style="position:absolute;font-weight:normal;left:608.315px;top:327.4px;">6,742 </div><div id="a47132" style="position:absolute;font-weight:normal;left:4.693px;top:344.2px;">Less: valuation allowance</div><div id="a47135" style="position:absolute;font-weight:bold;left:490.995px;top:344.2px;">(10,214) </div><div id="a47138" style="position:absolute;font-weight:normal;left:603.035px;top:344.2px;">(3,040) </div><div id="a47140" style="position:absolute;font-weight:normal;left:4.693px;top:361.8px;">Net deferred tax assets</div><div id="a47143" style="position:absolute;font-weight:bold;left:503.315px;top:361.8px;">4,479 </div><div id="a47146" style="position:absolute;font-weight:normal;left:608.315px;top:361.8px;">3,702 </div><div id="a47148" style="position:absolute;font-weight:normal;left:4.693px;top:379.4px;">Net deferred tax liabilities</div><div id="a47150" style="position:absolute;font-weight:bold;left:447.795px;top:379.4px;">$</div><div id="a47152" style="position:absolute;font-weight:bold;left:503.315px;top:379.4px;">4,450 </div><div id="a47155" style="position:absolute;font-weight:normal;left:608.315px;top:379.4px;">4,579 </div></div></div></div><div id="TextBlockContainer1072" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:630px;height:49px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a47159" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">At December 31, 2019, noncurrent assets and liabilities<div style="display:inline-block;width:1.66px"> </div>included deferred taxes of $</div><div id="a47159_84_3" style="position:absolute;font-weight:normal;left:475.248px;top:0px;">184 </div><div id="a47162" style="position:absolute;font-family:Calibri;font-size:14.72px;font-weight:normal;left:496.275px;top:-1.2px;"> </div><div id="a47163" style="position:absolute;font-weight:normal;left:499.635px;top:0px;">million and </div><div id="a47164" style="position:absolute;font-weight:normal;left:4.693px;top:16.2px;">$</div><div id="a47164_1_5" style="position:absolute;font-weight:normal;left:11.733px;top:16.2px;">4,634 </div><div id="a47164_6_105" style="position:absolute;font-weight:normal;left:43.408px;top:16.2px;"><div style="display:inline-block;width:3.52px"> </div>million, respectively.<div style="display:inline-block;width:7.09px"> </div>At December 31, 2018, noncurrent assets and liabilities<div style="display:inline-block;width:1.67px"> </div>included deferred taxes </div><div id="a47169" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;">of $</div><div id="a47169_4_3" style="position:absolute;font-weight:normal;left:26.933px;top:32.2px;">442 </div><div id="a47170" style="position:absolute;font-family:Calibri;font-size:14.72px;font-weight:normal;left:48.048px;top:31px;"> </div><div id="a47171" style="position:absolute;font-weight:normal;left:51.408px;top:32.2px;">million and $</div><div id="a47171_13_5" style="position:absolute;font-weight:normal;left:125.968px;top:32.2px;">5,021 </div><div id="a47171_18_24" style="position:absolute;font-weight:normal;left:157.488px;top:32.2px;"><div style="display:inline-block;width:3.36px"> </div>million, respectively. </div></div><div id="TextBlockContainer1075" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:641px;height:223px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a47178" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">At December 31, 2019, the components of<div style="display:inline-block;width:2.14px"> </div>our loss and credit carryforwards before and<div style="display:inline-block;width:2.1px"> </div>after consideration of</div><div id="a47180" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">the applicable valuation allowances were:</div><div id="a47191" style="position:absolute;font-weight:normal;left:378.035px;top:45.9px;">Millions of Dollars</div><div id="a47198" style="position:absolute;font-weight:normal;left:469.395px;top:62.7px;">Net Deferred</div><div id="a47201" style="position:absolute;font-weight:normal;left:556.155px;top:62.7px;">Expiration of</div><div id="a47204" style="position:absolute;font-weight:normal;left:322.808px;top:78.7px;">Gross Deferred</div><div id="a47207" style="position:absolute;font-weight:normal;left:453.395px;top:78.7px;">Tax Asset After</div><div id="a47210" style="position:absolute;font-weight:normal;left:556.635px;top:78.7px;">Net Deferred</div><div id="a47213" style="position:absolute;font-weight:normal;left:352.435px;top:94.7px;">Tax Asset</div><div id="a47216" style="position:absolute;font-weight:normal;left:423.475px;top:94.7px;">Valuation Allowance</div><div id="a47219" style="position:absolute;font-weight:normal;left:575.515px;top:94.7px;">Tax Asset</div><div id="a47229" style="position:absolute;font-weight:normal;left:4.693px;top:124.8px;">U.S. foreign tax credits</div><div id="a47231" style="position:absolute;font-weight:normal;left:325.688px;top:124.8px;">$</div><div id="a47233" style="position:absolute;font-weight:normal;left:373.235px;top:124.8px;">7,696 </div><div id="a47237" style="position:absolute;font-weight:normal;left:524.755px;top:124.8px;">14 </div><div id="a47240" style="position:absolute;font-weight:normal;left:603.835px;top:124.8px;">2028 </div><div id="a47242" style="position:absolute;font-weight:normal;left:4.693px;top:140.8px;">U.S. general business credits</div><div id="a47245" style="position:absolute;font-weight:normal;left:383.795px;top:140.8px;">250 </div><div id="a47249" style="position:absolute;font-weight:normal;left:517.875px;top:140.8px;">250 </div><div id="a47252" style="position:absolute;font-weight:normal;left:571.195px;top:140.8px;">2036-2038 </div><div id="a47256" style="position:absolute;font-weight:normal;left:4.693px;top:157px;">U.S. capital loss</div><div id="a47259" style="position:absolute;font-weight:normal;left:383.795px;top:157px;">202 </div><div id="a47263" style="position:absolute;font-weight:normal;left:524.755px;top:157px;">32 </div><div id="a47266" style="position:absolute;font-weight:normal;left:603.835px;top:157px;">2024 </div><div id="a47268" style="position:absolute;font-weight:normal;left:4.693px;top:173.1px;">State net operating losses and tax credits</div><div id="a47272" style="position:absolute;font-weight:normal;left:383.795px;top:173.1px;">370 </div><div id="a47276" style="position:absolute;font-weight:normal;left:524.755px;top:173.1px;">50 </div><div id="a47279" style="position:absolute;font-weight:normal;left:587.515px;top:173.1px;">Various </div><div id="a47281" style="position:absolute;font-weight:normal;left:4.693px;top:189.2px;">Foreign net operating losses and tax credits</div><div id="a47284" style="position:absolute;font-weight:normal;left:383.795px;top:189.2px;">450 </div><div id="a47288" style="position:absolute;font-weight:normal;left:517.875px;top:189.2px;">413 </div><div id="a47291" style="position:absolute;font-weight:normal;left:576.155px;top:189.2px;">Post 2025 </div><div id="a47294" style="position:absolute;font-weight:normal;left:325.688px;top:206px;">$</div><div id="a47296" style="position:absolute;font-weight:normal;left:373.235px;top:206px;">8,968 </div><div id="a47300" style="position:absolute;font-weight:normal;left:517.875px;top:206px;">759 </div></div><div id="TextBlockContainer1078" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:637px;height:113px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a47306" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">Valuation<div style="display:inline-block;width:4.92px"> </div>allowances have been established to reduce<div style="display:inline-block;width:2.06px"> </div>deferred tax assets to an amount that will,<div style="display:inline-block;width:2.04px"> </div>more likely </div><div id="a47307" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">than not, be realized.<div style="display:inline-block;width:6.33px"> </div>During 2019, valuation allowances increased a total<div style="display:inline-block;width:2.02px"> </div>of $</div><div id="a47307_80_5" style="position:absolute;font-weight:normal;left:444.915px;top:16px;">7,174 </div><div id="a47307_85_24" style="position:absolute;font-weight:normal;left:476.435px;top:16px;"><div style="display:inline-block;width:3.52px"> </div>million.<div style="display:inline-block;width:6.68px"> </div>The increase </div><div id="a47312" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;">primarily relates to deferred tax assets recognized<div style="display:inline-block;width:2.05px"> </div>during 2019 as a result of the finalization of rules<div style="display:inline-block;width:2.02px"> </div>related to </div><div id="a47316" style="position:absolute;font-weight:normal;left:4.693px;top:48.2px;">the U.S. Tax Cuts and Jobs Act (Tax Legislation including ongoing issuance of tax regulations related to such </div><div id="a47323" style="position:absolute;font-weight:normal;left:4.693px;top:64.3px;">legislation), as further discussed below.<div style="display:inline-block;width:6.67px"> </div>Based on our historical taxable income, expectations<div style="display:inline-block;width:1.86px"> </div>for the future, </div><div id="a47325" style="position:absolute;font-weight:normal;left:4.693px;top:80.5px;">and available tax-planning strategies, management<div style="display:inline-block;width:2.02px"> </div>expects deferred tax assets, net of valuation<div style="display:inline-block;width:1.91px"> </div>allowance, will </div><div id="a47328" style="position:absolute;font-weight:normal;left:4.693px;top:96.5px;">primarily be realized as offsets to reversing deferred tax<div style="display:inline-block;width:2.12px"> </div>liabilities.<div style="display:inline-block;width:10.06px"> </div></div></div><div id="TextBlockContainer1080" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:637px;height:210px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a47334" style="position:absolute;font-weight:normal;left:4.693px;top:0px;"> </div><div id="a47335" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">On December 2, 2019, the Internal Revenue Service<div style="display:inline-block;width:1.93px"> </div>finalized foreign tax credit regulations related<div style="display:inline-block;width:2.05px"> </div>to the 2017 </div><div id="a47338" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;">Tax Cuts and Jobs Act.<div style="display:inline-block;width:7.25px"> </div>Due to the finalization of these regulations, in the<div style="display:inline-block;width:2.18px"> </div>fourth quarter of 2019 we </div><div id="a47344" style="position:absolute;font-weight:normal;left:4.693px;top:48.2px;">recognized $</div><div id="a47344_12_3" style="position:absolute;font-weight:normal;left:76.693px;top:48.2px;">151 </div><div id="a47344_15_68" style="position:absolute;font-weight:normal;left:97.813px;top:48.2px;"><div style="display:inline-block;width:3.52px"> </div>million of net deferred tax assets.<div style="display:inline-block;width:5.8px"> </div>Correspondingly, we recorded $</div><div id="a47344_83_5" style="position:absolute;font-weight:normal;left:475.315px;top:48.2px;">6,642 </div><div id="a47344_88_21" style="position:absolute;font-weight:normal;left:506.835px;top:48.2px;"><div style="display:inline-block;width:3.52px"> </div>million of existing </div><div id="a47354" style="position:absolute;font-weight:normal;left:4.693px;top:64.3px;">foreign tax credit carryovers where recognition<div style="display:inline-block;width:2.08px"> </div>was previously considered to be remote.<div style="display:inline-block;width:5.86px"> </div>Present legislation </div><div id="a47356" style="position:absolute;font-weight:normal;left:4.693px;top:80.5px;">still makes their realization unlikely and therefore<div style="display:inline-block;width:2.17px"> </div>these credits have been offset with a full valuation </div><div id="a47358" style="position:absolute;font-weight:normal;left:4.693px;top:96.5px;">allowance.<div style="display:inline-block;width:6.61px"> </div></div><div id="a47360" style="position:absolute;font-weight:normal;left:4.693px;top:112.7px;"> </div><div id="a47361" style="position:absolute;font-weight:normal;left:4.693px;top:128.8px;">At December 31, 2019, unremitted income<div style="display:inline-block;width:2.12px"> </div>considered to be permanently reinvested in<div style="display:inline-block;width:2.15px"> </div>certain foreign </div><div id="a47362" style="position:absolute;font-weight:normal;left:4.693px;top:144.8px;">subsidiaries and foreign corporate joint ventures<div style="display:inline-block;width:2.02px"> </div>totaled approximately $</div><div id="a47362_73_5" style="position:absolute;font-weight:normal;left:411.475px;top:144.8px;">4,196 </div><div id="a47362_78_33" style="position:absolute;font-weight:normal;left:442.995px;top:144.8px;"><div style="display:inline-block;width:3.52px"> </div>million.<div style="display:inline-block;width:6.68px"> </div>Deferred income taxes </div><div id="a47368" style="position:absolute;font-weight:normal;left:4.693px;top:161px;">have not been provided on this amount, as<div style="display:inline-block;width:2.09px"> </div>we do not plan to initiate any action that would<div style="display:inline-block;width:2.17px"> </div>require the payment </div><div id="a47370" style="position:absolute;font-weight:normal;left:4.693px;top:177px;">of income taxes.<div style="display:inline-block;width:6.54px"> </div>The estimated amount of additional tax, primarily<div style="display:inline-block;width:1.89px"> </div>local withholding tax, that would be </div><div id="a47371" style="position:absolute;font-weight:normal;left:4.693px;top:193.1px;">payable on this income if distributed is approximately<div style="display:inline-block;width:1.97px"> </div>$</div><div id="a47371_56_3" style="position:absolute;font-weight:normal;left:317.528px;top:193.1px;">210 </div><div id="a47371_59_10" style="position:absolute;font-weight:normal;left:338.488px;top:193.1px;"><div style="display:inline-block;width:3.52px"> </div>million. </div></div><div id="TextBlockContainer1083" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:635px;height:211px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a47378" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">The following table shows a reconciliation<div style="display:inline-block;width:2.09px"> </div>of the beginning and ending unrecognized tax<div style="display:inline-block;width:2.11px"> </div>benefits for 2019, </div><div id="a47380" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">2018 and 2017:</div><div id="a47390" style="position:absolute;font-weight:normal;left:454.675px;top:46.1px;">Millions of Dollars</div><div id="a47393" style="position:absolute;font-weight:bold;left:439.795px;top:62.9px;">2019</div><div id="a47396" style="position:absolute;font-weight:normal;left:520.915px;top:62.9px;">2018</div><div id="a47399" style="position:absolute;font-weight:normal;left:601.915px;top:62.9px;">2017</div><div id="a47408" style="position:absolute;font-weight:normal;left:4.693px;top:94.9px;">Balance at January 1</div><div id="a47410" style="position:absolute;font-weight:bold;left:394.835px;top:94.9px;">$</div><div id="a47412" style="position:absolute;font-weight:bold;left:432.275px;top:94.9px;">1,081 </div><div id="a47415" style="position:absolute;font-weight:normal;left:523.955px;top:94.9px;">882 </div><div id="a47418" style="position:absolute;font-weight:normal;left:604.955px;top:94.9px;">381 </div><div id="a47420" style="position:absolute;font-weight:normal;left:4.693px;top:111.1px;">Additions based on tax positions related to the current<div style="display:inline-block;width:1.86px"> </div>year</div><div id="a47423" style="position:absolute;font-weight:bold;left:456.755px;top:111.1px;">9 </div><div id="a47426" style="position:absolute;font-weight:normal;left:523.955px;top:111.1px;">268 </div><div id="a47429" style="position:absolute;font-weight:normal;left:604.955px;top:111.1px;">612 </div><div id="a47431" style="position:absolute;font-weight:normal;left:4.693px;top:127.1px;">Additions for tax positions of prior years</div><div id="a47434" style="position:absolute;font-weight:bold;left:442.835px;top:127.1px;">120 </div><div id="a47437" style="position:absolute;font-weight:normal;left:530.875px;top:127.1px;">43 </div><div id="a47440" style="position:absolute;font-weight:normal;left:604.955px;top:127.1px;">109 </div><div id="a47442" style="position:absolute;font-weight:normal;left:4.693px;top:143.2px;">Reductions for tax positions of prior years</div><div id="a47445" style="position:absolute;font-weight:bold;left:444.435px;top:143.2px;">(22) </div><div id="a47448" style="position:absolute;font-weight:normal;left:525.555px;top:143.2px;">(73) </div><div id="a47451" style="position:absolute;font-weight:normal;left:599.515px;top:143.2px;">(129) </div><div id="a47453" style="position:absolute;font-weight:normal;left:4.693px;top:159.4px;">Settlements</div><div id="a47456" style="position:absolute;font-weight:bold;left:451.475px;top:159.4px;">(9) </div><div id="a47459" style="position:absolute;font-weight:normal;left:525.555px;top:159.4px;">(35) </div><div id="a47462" style="position:absolute;font-weight:normal;left:613.595px;top:159.4px;">(5) </div><div id="a47464" style="position:absolute;font-weight:normal;left:4.693px;top:175.4px;">Lapse of statute</div><div id="a47467" style="position:absolute;font-weight:bold;left:451.475px;top:175.4px;">(2) </div><div id="a47470" style="position:absolute;font-weight:normal;left:532.635px;top:175.4px;">(4) </div><div id="a47473" style="position:absolute;font-weight:normal;left:606.555px;top:175.4px;">(86) </div><div id="a47475" style="position:absolute;font-weight:normal;left:4.693px;top:192.2px;">Balance at December 31</div><div id="a47477" style="position:absolute;font-weight:bold;left:394.835px;top:192.2px;">$</div><div id="a47479" style="position:absolute;font-weight:bold;left:432.275px;top:194px;">1,177 </div><div id="a47482" style="position:absolute;font-weight:normal;left:513.395px;top:194px;">1,081 </div><div id="a47485" style="position:absolute;font-weight:normal;left:604.955px;top:194px;">882 </div></div><div id="TextBlockContainer1086" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:639px;height:339px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a47489" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">Included in the balance of unrecognized tax benefits<div style="display:inline-block;width:1.94px"> </div>for 2019, 2018 and 2017 were $</div><div id="a47489_83_5" style="position:absolute;font-weight:normal;left:480.275px;top:0px;">1,100 </div><div id="a47489_88_10" style="position:absolute;font-weight:normal;left:511.795px;top:0px;"><div style="display:inline-block;width:3.52px"> </div>million, </div><div id="a47501" style="position:absolute;font-weight:normal;left:4.693px;top:16.2px;">$</div><div id="a47501_1_5" style="position:absolute;font-weight:normal;left:11.733px;top:16.2px;">1,081 </div><div id="a47501_6_14" style="position:absolute;font-weight:normal;left:43.408px;top:16.2px;"><div style="display:inline-block;width:3.52px"> </div>million and $</div><div id="a47501_20_3" style="position:absolute;font-weight:normal;left:121.488px;top:16.2px;">882 </div><div id="a47501_23_88" style="position:absolute;font-weight:normal;left:142.448px;top:16.2px;"><div style="display:inline-block;width:3.52px"> </div>million, respectively, which, if recognized, would impact our effective tax rate.<div style="display:inline-block;width:5.74px"> </div>The </div><div id="a47512" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;">balance of the unrecognized tax benefits increased<div style="display:inline-block;width:2.15px"> </div>in 2019 mainly due to the treatment of our<div style="display:inline-block;width:2.19px"> </div>PDVSA </div><div id="a47546" style="position:absolute;font-weight:normal;left:4.693px;top:48.3px;">settlement. The balance of the unrecognized tax<div style="display:inline-block;width:2px"> </div>benefits increased in 2018 mainly due to the<div style="display:inline-block;width:2.16px"> </div>treatment of </div><div id="a47580" style="position:absolute;font-weight:normal;left:4.693px;top:64.3px;">distributions from certain foreign subsidiaries.<div style="display:inline-block;width:5.62px"> </div>The balance of unrecognized tax benefits<div style="display:inline-block;width:2.13px"> </div>increased in 2017 </div><div id="a47609" style="position:absolute;font-weight:normal;left:4.693px;top:80.5px;">mainly due to the recognition of a U.S. worthless securities<div style="display:inline-block;width:1.69px"> </div>deduction that we do not believe will generate a </div><div id="a47647" style="position:absolute;font-weight:normal;left:4.693px;top:96.6px;">cash tax benefit.<div style="display:inline-block;width:6.52px"> </div>See Note 13—Contingencies and Commitments,<div style="display:inline-block;width:1.91px"> </div>for more information on the PDVSA </div><div id="a47657" style="position:absolute;font-weight:normal;left:4.693px;top:112.6px;">settlement.<div style="display:inline-block;width:6.61px"> </div></div><div id="a47659" style="position:absolute;font-weight:normal;left:4.693px;top:128.8px;"> </div><div id="a47660" style="position:absolute;font-weight:normal;left:4.693px;top:144.8px;">At December 31, 2019, 2018 and 2017, accrued liabilities<div style="display:inline-block;width:1.66px"> </div>for interest and penalties totaled $</div><div id="a47660_93_2" style="position:absolute;font-weight:normal;left:522.328px;top:144.8px;">42 </div><div id="a47660_95_10" style="position:absolute;font-weight:normal;left:536.475px;top:144.8px;"><div style="display:inline-block;width:3.52px"> </div>million, </div><div id="a47668" style="position:absolute;font-weight:normal;left:4.693px;top:161px;">$</div><div id="a47668_1_2" style="position:absolute;font-weight:normal;left:11.733px;top:161px;">45 </div><div id="a47668_3_14" style="position:absolute;font-weight:normal;left:25.813px;top:161px;"><div style="display:inline-block;width:3.52px"> </div>million and $</div><div id="a47668_17_2" style="position:absolute;font-weight:normal;left:104.048px;top:161px;">54 </div><div id="a47668_19_91" style="position:absolute;font-weight:normal;left:117.968px;top:161px;"><div style="display:inline-block;width:3.52px"> </div>million, respectively, net of accrued income taxes.<div style="display:inline-block;width:6.43px"> </div>Interest and penalties resulted in a </div><div id="a47675" style="position:absolute;font-weight:normal;left:4.693px;top:177.1px;">benefit to earnings of $</div><div id="a47675_24_1" style="position:absolute;font-weight:normal;left:134.608px;top:177.1px;">3 </div><div id="a47675_25_44" style="position:absolute;font-weight:normal;left:141.648px;top:177.1px;"><div style="display:inline-block;width:3.52px"> </div>million in 2019, a benefit to earnings<div style="display:inline-block;width:2.14px"> </div>of $</div><div id="a47675_69_1" style="position:absolute;font-weight:normal;left:378.035px;top:177.1px;">4 </div><div id="a47675_70_22" style="position:absolute;font-weight:normal;left:385.075px;top:177.1px;"><div style="display:inline-block;width:3.52px"> </div>million in 2018, and </div><div id="a47675_92_2" style="position:absolute;font-weight:normal;left:505.555px;top:177.1px;">no </div><div id="a47675_94_20" style="position:absolute;font-weight:normal;left:519.635px;top:177.1px;"><div style="display:inline-block;width:3.52px"> </div>impact to earnings </div><div id="a47686" style="position:absolute;font-weight:normal;left:4.693px;top:193.1px;">in 2017.<div style="display:inline-block;width:13.68px"> </div></div><div id="a47691" style="position:absolute;font-weight:normal;left:4.693px;top:209.3px;"> </div><div id="a47692" style="position:absolute;font-weight:normal;left:4.693px;top:225.4px;">We file tax returns in the U.S. federal jurisdiction and in many foreign and state jurisdictions.<div style="display:inline-block;width:5.23px"> </div>Audits in major </div><div id="a47693" style="position:absolute;font-weight:normal;left:4.693px;top:241.5px;">jurisdictions are generally complete as follows:<div style="display:inline-block;width:2.05px"> </div>U.K. (2015), Canada (2014), U.S. (2014)<div style="display:inline-block;width:2.15px"> </div>and Norway (2018).<div style="display:inline-block;width:6.58px"> </div></div><div id="a47708" style="position:absolute;font-weight:normal;left:4.693px;top:257.6px;">Issues in dispute for audited years and audits for<div style="display:inline-block;width:2.09px"> </div>subsequent years are ongoing and in various stages<div style="display:inline-block;width:2.04px"> </div>of </div><div id="a47709" style="position:absolute;font-weight:normal;left:4.693px;top:273.6px;">completion in the many jurisdictions in which<div style="display:inline-block;width:2.08px"> </div>we operate around the world.<div style="display:inline-block;width:6.13px"> </div>Consequently, the balance in </div><div id="a47711" style="position:absolute;font-weight:normal;left:4.693px;top:289.8px;">unrecognized tax benefits can be expected to fluctuate<div style="display:inline-block;width:2.05px"> </div>from period to period.<div style="display:inline-block;width:6.22px"> </div>It is reasonably possible such </div><div id="a47712" style="position:absolute;font-weight:normal;left:4.693px;top:306px;">changes could be significant when compared<div style="display:inline-block;width:2.08px"> </div>with our total unrecognized tax benefits, but the amount<div style="display:inline-block;width:1.9px"> </div>of </div><div id="a47713" style="position:absolute;font-weight:normal;left:4.693px;top:322px;">change is not estimable. </div></div><div id="TextBlockContainer1089" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:635px;height:391px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a47721" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">The amounts of U.S. and foreign income (loss)<div style="display:inline-block;width:2.15px"> </div>before income taxes, with a reconciliation of tax<div style="display:inline-block;width:2.13px"> </div>at the federal</div><div id="a47724" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">statutory rate with the provision for income taxes,<div style="display:inline-block;width:1.97px"> </div>were:</div><div id="a47744" style="position:absolute;font-weight:normal;left:256.088px;top:46.1px;">Millions of Dollars</div><div id="a47749" style="position:absolute;font-weight:normal;left:431.155px;top:46.1px;">Percent of Pre-Tax Income (Loss)</div><div id="a47757" style="position:absolute;font-weight:bold;left:250.648px;top:62.9px;">2019</div><div id="a47760" style="position:absolute;font-weight:normal;left:317.688px;top:62.9px;">2018</div><div id="a47763" style="position:absolute;font-weight:normal;left:384.755px;top:62.9px;">2017</div><div id="a47766" style="position:absolute;font-weight:bold;left:451.795px;top:62.9px;">2019</div><div id="a47769" style="position:absolute;font-weight:normal;left:534.715px;top:62.9px;">2018</div><div id="a47772" style="position:absolute;font-weight:normal;left:601.755px;top:62.9px;">2017</div><div id="a47774" style="position:absolute;font-weight:normal;left:4.693px;top:79.7px;">Income (loss) before income taxes</div><div id="a47789" style="position:absolute;font-weight:normal;left:14.773px;top:95.9px;">United States</div><div id="a47791" style="position:absolute;font-weight:bold;left:206.808px;top:95.9px;">$</div><div id="a47793" style="position:absolute;font-weight:bold;left:243.128px;top:96px;">4,704 </div><div id="a47796" style="position:absolute;font-weight:normal;left:310.168px;top:96px;">2,867 </div><div id="a47799" style="position:absolute;font-weight:normal;left:371.955px;top:96px;">(5,250) </div><div id="a47802" style="position:absolute;font-weight:bold;left:451.315px;top:96px;">49.4 </div><div id="a47804" style="position:absolute;font-weight:bold;left:479.795px;top:95.9px;">%</div><div id="a47806" style="position:absolute;font-weight:normal;left:534.235px;top:96px;">28.7 </div><div id="a47809" style="position:absolute;font-weight:normal;left:594.235px;top:96px;">200.8 </div><div id="a47812" style="position:absolute;font-weight:normal;left:14.773px;top:112px;">Foreign</div><div id="a47815" style="position:absolute;font-weight:bold;left:243.128px;top:112.2px;">4,820 </div><div id="a47818" style="position:absolute;font-weight:normal;left:310.168px;top:112.2px;">7,106 </div><div id="a47821" style="position:absolute;font-weight:normal;left:377.235px;top:112.2px;">2,635 </div><div id="a47824" style="position:absolute;font-weight:bold;left:451.315px;top:112.2px;">50.6 </div><div id="a47827" style="position:absolute;font-weight:normal;left:534.235px;top:112.2px;">71.3 </div><div id="a47830" style="position:absolute;font-weight:normal;left:588.955px;top:112.2px;">(100.8) </div><div id="a47833" style="position:absolute;font-weight:bold;left:206.808px;top:129px;">$</div><div id="a47835" style="position:absolute;font-weight:bold;left:243.128px;top:129px;">9,524 </div><div id="a47838" style="position:absolute;font-weight:normal;left:310.168px;top:129px;">9,973 </div><div id="a47841" style="position:absolute;font-weight:normal;left:371.955px;top:129px;">(2,615) </div><div id="a47844" style="position:absolute;font-weight:bold;left:444.275px;top:129px;">100.0 </div><div id="a47846" style="position:absolute;font-weight:bold;left:479.795px;top:129px;">%</div><div id="a47848" style="position:absolute;font-weight:normal;left:527.155px;top:129px;">100.0 </div><div id="a47851" style="position:absolute;font-weight:normal;left:594.235px;top:129px;">100.0 </div><div id="a47868" style="position:absolute;font-weight:normal;left:4.693px;top:163.7px;">Federal statutory income tax</div><div id="a47872" style="position:absolute;font-weight:bold;left:206.808px;top:163.7px;">$</div><div id="a47874" style="position:absolute;font-weight:bold;left:243.128px;top:163.7px;">2,000 </div><div id="a47877" style="position:absolute;font-weight:normal;left:310.168px;top:163.7px;">2,095 </div><div id="a47880" style="position:absolute;font-weight:normal;left:382.355px;top:163.7px;">(915) </div><div id="a47883" style="position:absolute;font-weight:bold;left:451.315px;top:163.7px;">21.0 </div><div id="a47885" style="position:absolute;font-weight:bold;left:479.795px;top:163.7px;">%</div><div id="a47887" style="position:absolute;font-weight:normal;left:534.235px;top:163.7px;">21.0 </div><div id="a47890" style="position:absolute;font-weight:normal;left:601.275px;top:163.7px;">35.0 </div><div id="a47892" style="position:absolute;font-weight:normal;left:4.693px;top:179.9px;">Non-U.S. effective tax rates</div><div id="a47897" style="position:absolute;font-weight:bold;left:243.128px;top:179.9px;">1,399 </div><div id="a47900" style="position:absolute;font-weight:normal;left:310.168px;top:179.9px;">1,766 </div><div id="a47903" style="position:absolute;font-weight:normal;left:387.795px;top:179.9px;">625 </div><div id="a47906" style="position:absolute;font-weight:bold;left:451.315px;top:179.9px;">14.7 </div><div id="a47909" style="position:absolute;font-weight:normal;left:534.235px;top:179.9px;">17.7 </div><div id="a47912" style="position:absolute;font-weight:normal;left:595.995px;top:179.9px;">(23.9) </div><div id="a47914" style="position:absolute;font-weight:normal;left:4.693px;top:195.9px;">Tax Legislation</div><div id="a47917" style="position:absolute;font-weight:bold;left:270.008px;top:195.9px;">- </div><div id="a47920" style="position:absolute;font-weight:normal;left:322.328px;top:195.9px;">(10) </div><div id="a47923" style="position:absolute;font-weight:normal;left:382.355px;top:195.9px;">(852) </div><div id="a47926" style="position:absolute;font-weight:bold;left:471.155px;top:195.9px;">- </div><div id="a47929" style="position:absolute;font-weight:normal;left:535.835px;top:195.9px;">(0.1) </div><div id="a47932" style="position:absolute;font-weight:normal;left:601.275px;top:195.9px;">32.6 </div><div id="a47934" style="position:absolute;font-weight:normal;left:4.693px;top:212px;">Canada disposition</div><div id="a47937" style="position:absolute;font-weight:bold;left:270.008px;top:212px;">- </div><div id="a47940" style="position:absolute;font-weight:normal;left:337.048px;top:212px;">- </div><div id="a47943" style="position:absolute;font-weight:normal;left:371.955px;top:212px;">(1,277) </div><div id="a47946" style="position:absolute;font-weight:bold;left:471.155px;top:212px;">- </div><div id="a47949" style="position:absolute;font-weight:normal;left:554.075px;top:212px;">- </div><div id="a47952" style="position:absolute;font-weight:normal;left:601.275px;top:212px;">48.8 </div><div id="a47954" style="position:absolute;font-weight:normal;left:4.693px;top:228px;">U.K. disposition</div><div id="a47957" style="position:absolute;font-weight:bold;left:248.248px;top:228px;">(732) </div><div id="a47960" style="position:absolute;font-weight:normal;left:315.288px;top:228px;">(150) </div><div id="a47963" style="position:absolute;font-weight:normal;left:404.115px;top:228px;">- </div><div id="a47966" style="position:absolute;font-weight:bold;left:452.915px;top:228px;">(7.7) </div><div id="a47969" style="position:absolute;font-weight:normal;left:535.835px;top:228px;">(1.5) </div><div id="a47972" style="position:absolute;font-weight:normal;left:621.115px;top:228px;">- </div><div id="a47974" style="position:absolute;font-weight:normal;left:4.693px;top:244.2px;">Recovery of outside basis</div><div id="a47977" style="position:absolute;font-weight:bold;left:255.288px;top:244.2px;">(77) </div><div id="a47980" style="position:absolute;font-weight:normal;left:322.328px;top:244.2px;">(21) </div><div id="a47983" style="position:absolute;font-weight:normal;left:382.355px;top:244.2px;">(962) </div><div id="a47986" style="position:absolute;font-weight:bold;left:452.915px;top:244.2px;">(0.8) </div><div id="a47989" style="position:absolute;font-weight:normal;left:535.835px;top:244.2px;">(0.2) </div><div id="a47992" style="position:absolute;font-weight:normal;left:601.275px;top:244.2px;">36.8 </div><div id="a47994" style="position:absolute;font-weight:normal;left:4.693px;top:260.4px;">Adjustment to tax reserves</div><div id="a47997" style="position:absolute;font-weight:bold;left:267.608px;top:260.4px;">9 </div><div id="a48000" style="position:absolute;font-weight:normal;left:329.368px;top:260.4px;">(4) </div><div id="a48003" style="position:absolute;font-weight:normal;left:387.795px;top:260.4px;">881 </div><div id="a48006" style="position:absolute;font-weight:bold;left:458.355px;top:260.4px;">0.1 </div><div id="a48009" style="position:absolute;font-weight:normal;left:554.075px;top:260.4px;">- </div><div id="a48012" style="position:absolute;font-weight:normal;left:595.995px;top:260.4px;">(33.7) </div><div id="a48014" style="position:absolute;font-weight:normal;left:4.693px;top:276.4px;">Adjustment to valuation allowance</div><div id="a48017" style="position:absolute;font-weight:bold;left:248.248px;top:276.4px;">(225) </div><div id="a48020" style="position:absolute;font-weight:normal;left:322.328px;top:276.4px;">(26) </div><div id="a48023" style="position:absolute;font-weight:normal;left:404.115px;top:276.4px;">- </div><div id="a48026" style="position:absolute;font-weight:bold;left:452.915px;top:276.4px;">(2.4) </div><div id="a48029" style="position:absolute;font-weight:normal;left:535.835px;top:276.4px;">(0.3) </div><div id="a48032" style="position:absolute;font-weight:normal;left:621.115px;top:276.4px;">- </div><div id="a48034" style="position:absolute;font-weight:normal;left:4.693px;top:292.5px;">APLNG impairment</div><div id="a48037" style="position:absolute;font-weight:bold;left:270.008px;top:292.5px;">- </div><div id="a48040" style="position:absolute;font-weight:normal;left:337.048px;top:292.5px;">- </div><div id="a48043" style="position:absolute;font-weight:normal;left:387.795px;top:292.5px;">834 </div><div id="a48046" style="position:absolute;font-weight:bold;left:471.155px;top:292.5px;">- </div><div id="a48049" style="position:absolute;font-weight:normal;left:554.075px;top:292.5px;">- </div><div id="a48052" style="position:absolute;font-weight:normal;left:595.995px;top:292.5px;">(31.9) </div><div id="a48054" style="position:absolute;font-weight:normal;left:4.693px;top:308.7px;">State income tax</div><div id="a48057" style="position:absolute;font-weight:bold;left:253.688px;top:308.7px;">123 </div><div id="a48060" style="position:absolute;font-weight:normal;left:320.728px;top:308.7px;">135 </div><div id="a48063" style="position:absolute;font-weight:normal;left:389.395px;top:308.7px;">(84) </div><div id="a48066" style="position:absolute;font-weight:bold;left:458.355px;top:308.7px;">1.3 </div><div id="a48069" style="position:absolute;font-weight:normal;left:541.275px;top:308.7px;">1.4 </div><div id="a48072" style="position:absolute;font-weight:normal;left:608.315px;top:308.7px;">3.2 </div><div id="a48074" style="position:absolute;font-weight:normal;left:4.693px;top:324.7px;">Malaysia Deepwater Incentive</div><div id="a48077" style="position:absolute;font-weight:bold;left:248.248px;top:324.7px;">(164) </div><div id="a48080" style="position:absolute;font-weight:normal;left:337.048px;top:324.7px;">- </div><div id="a48083" style="position:absolute;font-weight:normal;left:404.115px;top:324.7px;">- </div><div id="a48086" style="position:absolute;font-weight:bold;left:452.915px;top:324.7px;">(1.7) </div><div id="a48089" style="position:absolute;font-weight:normal;left:554.075px;top:324.7px;">- </div><div id="a48092" style="position:absolute;font-weight:normal;left:621.115px;top:324.7px;">- </div><div id="a48094" style="position:absolute;font-weight:normal;left:4.693px;top:340.9px;">Enhanced oil recovery credit</div><div id="a48097" style="position:absolute;font-weight:bold;left:255.288px;top:340.9px;">(27) </div><div id="a48100" style="position:absolute;font-weight:normal;left:322.328px;top:340.9px;">(99) </div><div id="a48103" style="position:absolute;font-weight:normal;left:389.395px;top:340.9px;">(68) </div><div id="a48106" style="position:absolute;font-weight:bold;left:452.915px;top:340.9px;">(0.3) </div><div id="a48109" style="position:absolute;font-weight:normal;left:535.835px;top:340.9px;">(1.0) </div><div id="a48112" style="position:absolute;font-weight:normal;left:608.315px;top:340.9px;">2.6 </div><div id="a48114" style="position:absolute;font-weight:normal;left:4.693px;top:356.9px;">Other</div><div id="a48117" style="position:absolute;font-weight:bold;left:255.288px;top:356.9px;">(39) </div><div id="a48120" style="position:absolute;font-weight:normal;left:322.328px;top:356.9px;">(18) </div><div id="a48123" style="position:absolute;font-weight:normal;left:396.435px;top:356.9px;">(4) </div><div id="a48126" style="position:absolute;font-weight:bold;left:452.915px;top:356.9px;">(0.4) </div><div id="a48129" style="position:absolute;font-weight:normal;left:535.835px;top:356.9px;">(0.2) </div><div id="a48132" style="position:absolute;font-weight:normal;left:608.315px;top:356.9px;">0.2 </div><div id="a48137" style="position:absolute;font-weight:bold;left:206.808px;top:373.7px;">$</div><div id="a48139" style="position:absolute;font-weight:bold;left:243.128px;top:373.7px;">2,267 </div><div id="a48143" style="position:absolute;font-weight:normal;left:310.168px;top:373.7px;">3,668 </div><div id="a48146" style="position:absolute;font-weight:normal;left:371.955px;top:373.7px;">(1,822) </div><div id="a48149" style="position:absolute;font-weight:bold;left:451.315px;top:373.7px;">23.8 </div><div id="a48151" style="position:absolute;font-weight:bold;left:479.795px;top:373.7px;">%</div><div id="a48153" style="position:absolute;font-weight:normal;left:534.235px;top:373.7px;">36.8 </div><div id="a48156" style="position:absolute;font-weight:normal;left:601.275px;top:373.7px;">69.7 </div></div><div id="TextBlockContainer1092" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:641px;height:387px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a48160" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">Our effective tax rate for 2019 was favorably impacted<div style="display:inline-block;width:2.15px"> </div>by the sale of two of our U.K. subsidiaries.<div style="display:inline-block;width:2.11px"> </div>The </div><div id="a48161" style="position:absolute;font-weight:normal;left:4.693px;top:16.2px;">disposition generated a before-tax gain of more than<div style="display:inline-block;width:1.96px"> </div>$</div><div id="a48161_54_3" style="position:absolute;font-weight:normal;left:308.088px;top:16.2px;">1.7 </div><div id="a48161_57_44" style="position:absolute;font-weight:normal;left:325.528px;top:16.2px;"><div style="display:inline-block;width:3.36px"> </div>billion with an associated tax benefit of $</div><div id="a48161_101_4" style="position:absolute;font-weight:normal;left:560.435px;top:16.2px;">335 </div><div id="a48174" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;">million. The disposition generated a U.S. capital<div style="display:inline-block;width:2.01px"> </div>loss of approximately $</div><div id="a48174_73_3" style="position:absolute;font-weight:normal;left:411.254px;top:32.2px;">2.1 </div><div id="a48174_76_36" style="position:absolute;font-weight:normal;left:428.694px;top:32.2px;"><div style="display:inline-block;width:3.52px"> </div>billion which has generated a U.S. </div><div id="a48175" style="position:absolute;font-weight:normal;left:4.693px;top:48.3px;">tax benefit of approximately $</div><div id="a48175_30_3" style="position:absolute;font-weight:normal;left:174.294px;top:48.3px;">285 </div><div id="a48175_33_78" style="position:absolute;font-weight:normal;left:195.414px;top:48.3px;"><div style="display:inline-block;width:3.52px"> </div>million. The remaining U.S. capital loss<div style="display:inline-block;width:2.11px"> </div>has been recorded as a deferred tax </div><div id="a48176" style="position:absolute;font-weight:normal;left:4.693px;top:64.3px;">asset fully offset with a valuation allowance.<div style="display:inline-block;width:5.97px"> </div>See Note 5—Asset Acquisitions and Dispositions,<div style="display:inline-block;width:1.91px"> </div>for additional </div><div id="a48182" style="position:absolute;font-weight:normal;left:4.693px;top:80.5px;">information on the disposition. </div><div id="a48183" style="position:absolute;font-weight:bold;left:181.048px;top:80.5px;"> </div><div id="a48184" style="position:absolute;font-weight:normal;left:4.693px;top:96.7px;"> </div><div id="a48185" style="position:absolute;font-weight:normal;left:4.693px;top:112.7px;">During the third quarter of 2019, we received final<div style="display:inline-block;width:2.02px"> </div>partner approval in Malaysia Block G to claim<div style="display:inline-block;width:2.12px"> </div>certain </div><div id="a48186" style="position:absolute;font-weight:normal;left:4.693px;top:128.8px;">deepwater tax credits. As a result, we recorded<div style="display:inline-block;width:2.18px"> </div>an income tax benefit of $</div><div id="a48186_74_3" style="position:absolute;font-weight:normal;left:416.533px;top:128.8px;">164 </div><div id="a48186_77_9" style="position:absolute;font-weight:normal;left:437.555px;top:128.8px;"><div style="display:inline-block;width:3.52px"> </div>million.</div><div id="a48189" style="position:absolute;font-size:16px;font-weight:normal;left:484.915px;top:127.1px;"> </div><div id="a48190" style="position:absolute;font-weight:normal;left:4.693px;top:144.8px;"> </div><div id="a48191" style="position:absolute;font-weight:normal;left:4.693px;top:161px;">The decrease in the effective tax rate for 2018 was primarily<div style="display:inline-block;width:1.91px"> </div>due to the impact of the Clair Field disposition<div style="display:inline-block;width:2.01px"> </div>in </div><div id="a48192" style="position:absolute;font-weight:normal;left:4.693px;top:177.1px;">the U.K. and our overall income position, partially<div style="display:inline-block;width:1.9px"> </div>offset by our mix of income among taxing jurisdictions. </div><div id="a48195" style="position:absolute;font-weight:normal;left:4.693px;top:193.1px;"> </div><div id="a48196" style="position:absolute;font-weight:normal;left:4.693px;top:209.3px;">Our effective tax rate for 2018 was favorably impacted<div style="display:inline-block;width:2.15px"> </div>by the sale of a U.K. subsidiary to BP.<div style="display:inline-block;width:7.38px"> </div>The subsidiary </div><div id="a48197" style="position:absolute;font-weight:normal;left:4.693px;top:225.5px;">held 16.5 percent of our 24 percent interest<div style="display:inline-block;width:2.08px"> </div>in the BP-operated Clair Field in the U.K.<div style="display:inline-block;width:5.68px"> </div>The disposition </div><div id="a48201" style="position:absolute;font-weight:normal;left:4.693px;top:241.5px;">generated a before-tax gain of $</div><div id="a48201_32_3" style="position:absolute;font-weight:normal;left:183.088px;top:241.5px;">715 </div><div id="a48201_35_73" style="position:absolute;font-weight:normal;left:204.208px;top:241.5px;"><div style="display:inline-block;width:3.52px"> </div>million with no associated tax cost.<div style="display:inline-block;width:5.83px"> </div>See Note 5—Asset Acquisitions and </div><div id="a48209" style="position:absolute;font-weight:normal;left:4.693px;top:257.6px;">Dispositions,<div style="display:inline-block;width:3.18px"> </div>for additional information on the disposition. </div><div id="a48212" style="position:absolute;font-weight:normal;left:4.693px;top:273.7px;"> </div><div id="a48213" style="position:absolute;font-weight:normal;left:4.693px;top:289.8px;">Tax Legislation was enacted in the U.S. on December 22, 2017, reducing the<div style="display:inline-block;width:2.09px"> </div>U.S. federal corporate income tax </div><div id="a48219" style="position:absolute;font-weight:normal;left:4.693px;top:306px;">rate to 21 percent from 35 percent, requiring companies<div style="display:inline-block;width:1.9px"> </div>to pay a one-time transition tax on earnings of certain </div><div id="a48222" style="position:absolute;font-weight:normal;left:4.693px;top:322px;">foreign subsidiaries that were previously tax deferred<div style="display:inline-block;width:1.97px"> </div>and creating new taxes on certain foreign-sourced </div><div id="a48225" style="position:absolute;font-weight:normal;left:4.693px;top:338.1px;">earnings.<div style="display:inline-block;width:6.7px"> </div></div><div id="a48228" style="position:absolute;font-weight:normal;left:4.693px;top:354.1px;"> </div><div id="a48229" style="position:absolute;font-weight:normal;font-style:italic;left:4.693px;top:370.3px;"><div style="display:inline-block;width:195.55px"> </div></div></div><div id="TextBlockContainer1094" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:642px;height:774px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a48234" style="position:absolute;font-weight:normal;font-style:italic;left:4.693px;top:0px;">SAB 118 measurement period<div style="display:inline-block;width:7.77px"> </div></div><div id="a48236" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">We applied the guidance in Staff Accounting Bulletin No. 118 when accounting for the enactment-date effects </div><div id="a48239" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;">of Tax Legislation in 2017 and throughout 2018.<div style="display:inline-block;width:6.46px"> </div>At December 31, 2017, we had not completed<div style="display:inline-block;width:2.05px"> </div>our </div><div id="a48240" style="position:absolute;font-weight:normal;left:4.693px;top:48.2px;">accounting for all the enactment-date income<div style="display:inline-block;width:2.18px"> </div>tax effects of Tax Legislation under ASC 740, Income Taxes, for </div><div id="a48244" style="position:absolute;font-weight:normal;left:4.693px;top:64.3px;">the remeasurement of deferred tax assets and liabilities<div style="display:inline-block;width:1.8px"> </div>and the one-time transition tax.<div style="display:inline-block;width:6.26px"> </div>As of December 31, </div><div id="a48247" style="position:absolute;font-weight:normal;left:4.693px;top:80.5px;">2018, we had completed our accounting for all the<div style="display:inline-block;width:2.17px"> </div>enactment-date income tax effects of Tax Legislation.<div style="display:inline-block;width:6.31px"> </div>As </div><div id="a48254" style="position:absolute;font-weight:normal;left:4.693px;top:96.5px;">further discussed below, during 2018, we recognized adjustments of $</div><div id="a48254_68_2" style="position:absolute;font-weight:normal;left:397.014px;top:96.5px;">10 </div><div id="a48254_70_36" style="position:absolute;font-weight:normal;left:411.094px;top:96.5px;"><div style="display:inline-block;width:3.52px"> </div>million to the provisional amounts </div><div id="a48255" style="position:absolute;font-weight:normal;left:4.693px;top:112.7px;">recorded at December 31, 2017, and included these<div style="display:inline-block;width:1.97px"> </div>adjustments as a component<div style="display:inline-block;width:2.66px"> </div>of income tax provision.<div style="display:inline-block;width:6.24px"> </div></div><div id="a48261" style="position:absolute;font-weight:normal;left:4.693px;top:128.8px;"> </div><div id="a48262" style="position:absolute;font-weight:normal;font-style:italic;left:4.693px;top:144.8px;">Provisional Amounts—Foreign tax effects </div><div id="a48266" style="position:absolute;font-weight:normal;left:4.693px;top:161px;">The one-time transition tax is based on our total<div style="display:inline-block;width:2.03px"> </div>post-1986 earnings, the tax on which we previously<div style="display:inline-block;width:2.07px"> </div>deferred </div><div id="a48271" style="position:absolute;font-weight:normal;left:4.693px;top:177px;">from U.S. income taxes under U.S. law.</div><div id="a48272" style="position:absolute;font-size:13.28px;font-weight:normal;left:228.568px;top:177.7px;"><div style="display:inline-block;width:3.2px"> </div></div><div id="a48273" style="position:absolute;font-weight:normal;left:235.128px;top:177px;">We estimated at December 31, 2017, that we would not incur a one-</div><div id="a48278" style="position:absolute;font-weight:normal;left:4.693px;top:193.1px;">time transition tax.</div><div id="a48281" style="position:absolute;font-size:13.28px;font-weight:normal;left:109.968px;top:193.9px;"> </div><div id="a48282" style="position:absolute;font-weight:normal;left:113.328px;top:193.1px;"><div style="display:inline-block;width:3.52px"> </div>Upon further analyses of Tax Legislation and Notices and regulations issued and proposed </div><div id="a48284" style="position:absolute;font-weight:normal;left:4.693px;top:209.3px;">by the U.S. Department of the Treasury and the Internal Revenue<div style="display:inline-block;width:1.94px"> </div>Service, we finalized our calculations of the </div><div id="a48285" style="position:absolute;font-weight:normal;left:4.693px;top:225.3px;">transition tax liability during 2018.<div style="display:inline-block;width:6.01px"> </div>Based upon this analysis, we did not incur a<div style="display:inline-block;width:2.07px"> </div>one-time transition tax.<div style="display:inline-block;width:6.24px"> </div></div><div id="a48290" style="position:absolute;font-weight:normal;left:4.693px;top:241.5px;"> </div><div id="a48291" style="position:absolute;font-weight:normal;left:4.693px;top:257.5px;">As a result of the Tax Legislation, we removed the indefinite reinvestment<div style="display:inline-block;width:2.16px"> </div>assertion on one of our foreign </div><div id="a48292" style="position:absolute;font-weight:normal;left:4.693px;top:273.7px;">subsidiaries and recorded a tax expense of $</div><div id="a48292_44_2" style="position:absolute;font-weight:normal;left:251.573px;top:273.7px;">56 </div><div id="a48292_46_40" style="position:absolute;font-weight:normal;left:265.688px;top:273.7px;"><div style="display:inline-block;width:3.52px"> </div>million in the fourth quarter of 2017. </div><div id="a48296" style="position:absolute;font-weight:normal;left:4.693px;top:289.8px;"> </div><div id="a48297" style="position:absolute;font-weight:normal;font-style:italic;left:4.693px;top:305.8px;">Deferred tax assets and liabilities </div><div id="a48299" style="position:absolute;font-weight:normal;left:4.693px;top:322px;">As of December 31, 2017, we remeasured certain deferred<div style="display:inline-block;width:1.72px"> </div>tax assets and liabilities based on the rates at<div style="display:inline-block;width:2.1px"> </div>which </div><div id="a48300" style="position:absolute;font-weight:normal;left:4.693px;top:338.1px;">they were expected to reverse in the future (which<div style="display:inline-block;width:1.91px"> </div>was generally 21 percent), by recording a provisional </div><div id="a48302" style="position:absolute;font-weight:normal;left:4.693px;top:354.1px;">amount of $</div><div id="a48302_11_3" style="position:absolute;font-weight:normal;left:72.533px;top:354.1px;">908 </div><div id="a48302_14_93" style="position:absolute;font-weight:normal;left:93.493px;top:354.1px;"><div style="display:inline-block;width:3.52px"> </div>million.<div style="display:inline-block;width:6.68px"> </div>Upon further analysis of certain aspects of<div style="display:inline-block;width:2.15px"> </div>Tax Legislation and refinement of our </div><div id="a48303" style="position:absolute;font-weight:normal;left:4.693px;top:370.3px;">calculations during the 12 months ended December<div style="display:inline-block;width:1.87px"> </div>31, 2018, we adjusted our provisional amount by<div style="display:inline-block;width:2.07px"> </div>$</div><div id="a48303_98_3" style="position:absolute;font-weight:normal;left:580.694px;top:370.3px;">10 </div><div id="a48304" style="position:absolute;font-weight:normal;left:4.693px;top:386.3px;">million, which is included as a component of income<div style="display:inline-block;width:2.12px"> </div>tax expense.<div style="display:inline-block;width:21.04px"> </div></div><div id="a48309" style="position:absolute;font-weight:normal;left:4.693px;top:402.5px;"> </div><div id="a48310" style="position:absolute;font-weight:normal;font-style:italic;left:4.693px;top:418.6px;">Global intangible low-taxed income (GILTI)<div style="display:inline-block;width:6.06px"> </div></div><div id="a48314" style="position:absolute;font-weight:normal;left:4.693px;top:434.6px;">We have elected to account for GILTI<div style="display:inline-block;width:4.87px"> </div>in the year the tax is incurred.<div style="display:inline-block;width:6.1px"> </div>For 2019 and 2018,<div style="display:inline-block;width:2.83px"> </div>the current-year U.S. </div><div id="a48319" style="position:absolute;font-weight:normal;left:4.693px;top:450.8px;">income tax impact related to GILTI activities is immaterial.</div><div id="a48321" style="position:absolute;font-size:16px;font-weight:normal;left:338.648px;top:449px;"> </div><div id="a48322" style="position:absolute;font-weight:normal;left:4.693px;top:466.8px;"> </div><div id="a48323" style="position:absolute;font-weight:normal;left:4.693px;top:483px;">Our effective tax rate in 2017 was favorably impacted<div style="display:inline-block;width:2.18px"> </div>by a tax benefit of $</div><div id="a48323_75_5" style="position:absolute;font-weight:normal;left:423.094px;top:483px;">1,277 </div><div id="a48323_80_31" style="position:absolute;font-weight:normal;left:454.614px;top:483px;"><div style="display:inline-block;width:3.52px"> </div>million related to the Canada </div><div id="a48324" style="position:absolute;font-weight:normal;left:4.693px;top:499.1px;">disposition.<div style="display:inline-block;width:6.67px"> </div>This tax benefit was primarily associated with<div style="display:inline-block;width:2.13px"> </div>a deferred tax recovery related to the Canadian </div><div id="a48325" style="position:absolute;font-weight:normal;left:4.693px;top:515.1px;">capital gains exclusion component of the 2017<div style="display:inline-block;width:2.02px"> </div>Canada disposition and the recognition<div style="display:inline-block;width:2.16px"> </div>of previously </div><div id="a48327" style="position:absolute;font-weight:normal;left:4.693px;top:531.3px;">unrealizable Canadian capital asset tax basis.<div style="display:inline-block;width:5.74px"> </div>The Canada disposition, along with the<div style="display:inline-block;width:2.17px"> </div>associated restructuring </div><div id="a48331" style="position:absolute;font-weight:normal;left:4.693px;top:547.5px;">of our Canadian operations, may generate an additional<div style="display:inline-block;width:1.93px"> </div>tax benefit of $</div><div id="a48331_71_3" style="position:absolute;font-weight:normal;left:403.795px;top:547.5px;">822 </div><div id="a48331_74_29" style="position:absolute;font-weight:normal;left:424.755px;top:547.5px;"><div style="display:inline-block;width:3.52px"> </div>million.<div style="display:inline-block;width:6.52px"> </div>However, since we </div><div id="a48335" style="position:absolute;font-weight:normal;left:4.693px;top:563.5px;">believe it is not likely we will receive a corresponding<div style="display:inline-block;width:2px"> </div>cash tax savings, this $</div><div id="a48335_81_3" style="position:absolute;font-weight:normal;left:440.854px;top:563.5px;">822 </div><div id="a48335_84_26" style="position:absolute;font-weight:normal;left:461.814px;top:563.5px;"><div style="display:inline-block;width:3.52px"> </div>million benefit has been </div><div id="a48336" style="position:absolute;font-weight:normal;left:4.693px;top:579.6px;">offset by a full tax reserve.<div style="display:inline-block;width:6.47px"> </div>See Note 5—Asset Acquisitions and Dispositions<div style="display:inline-block;width:2.16px"> </div>for additional information on our </div><div id="a48340" style="position:absolute;font-weight:normal;left:4.693px;top:595.6px;">Canada disposition. </div><div id="a48341" style="position:absolute;font-size:14.72px;font-weight:normal;left:118.608px;top:595px;"> </div><div id="a48342" style="position:absolute;font-weight:normal;left:4.693px;top:611.8px;"> </div><div id="a48343" style="position:absolute;font-weight:normal;left:4.693px;top:627.9px;">The impairment of our APLNG investment in the<div style="display:inline-block;width:2.19px"> </div>second quarter of 2017 did not generate<div style="display:inline-block;width:2.15px"> </div>a tax benefit.<div style="display:inline-block;width:6.78px"> </div>See </div><div id="a48381" style="position:absolute;font-weight:normal;left:4.693px;top:643.9px;">the “APLNG” section of Note 6—Investments,<div style="display:inline-block;width:2.1px"> </div>Loans and Long-Term Receivables, for information on the </div><div id="a48413" style="position:absolute;font-weight:normal;left:4.693px;top:660.1px;">impairment of our APLNG investment.</div><div id="a48422" style="position:absolute;font-weight:bold;left:225.208px;top:660.1px;"><div style="display:inline-block;width:6.88px"> </div></div><div id="a48424" style="position:absolute;font-weight:normal;left:4.693px;top:676.3px;"> </div><div id="a48425" style="position:absolute;font-weight:normal;left:4.693px;top:692.3px;">Certain operating losses in jurisdictions outside<div style="display:inline-block;width:2.02px"> </div>of the U.S.<div style="display:inline-block;width:3.08px"> </div>only yield a tax benefit in the U.S. as a worthless </div><div id="a48437" style="position:absolute;font-weight:normal;left:4.693px;top:708.5px;">security deduction.<div style="display:inline-block;width:6.47px"> </div>For 2019, 2018 and 2017, before consideration<div style="display:inline-block;width:1.9px"> </div>of unrecorded tax benefits discussed above, </div><div id="a48438" style="position:absolute;font-weight:normal;left:4.693px;top:724.5px;">the amount of the tax benefit was $</div><div id="a48438_35_1" style="position:absolute;font-weight:normal;left:201.848px;top:724.5px;">9 </div><div id="a48438_36_11" style="position:absolute;font-weight:normal;left:208.888px;top:724.5px;"><div style="display:inline-block;width:3.52px"> </div>million, $</div><div id="a48438_47_2" style="position:absolute;font-weight:normal;left:266.808px;top:724.5px;">36 </div><div id="a48438_49_14" style="position:absolute;font-weight:normal;left:280.888px;top:724.5px;"><div style="display:inline-block;width:3.52px"> </div>million and $</div><div id="a48438_63_3" style="position:absolute;font-weight:normal;left:359.128px;top:724.5px;">962 </div><div id="a48438_66_24" style="position:absolute;font-weight:normal;left:380.088px;top:724.5px;"><div style="display:inline-block;width:3.52px"> </div>million, respectively. </div><div id="a48444" style="position:absolute;font-weight:normal;left:4.693px;top:740.6px;"> </div><div id="a48445" style="position:absolute;font-size:16px;font-weight:normal;left:4.693px;top:755px;"> </div></div> 18000000 4000000 79000000 -113000000 545000000 -3046000000 2545000000 3273000000 1729000000 -323000000 -166000000 -510000000 148000000 108000000 51000000 -8000000 -96000000 -125000000 2267000000 3668000000 -1822000000 <div id="TextBlockContainer1069" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:649px;height:396px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a46995" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">Deferred income taxes reflect the net tax effect of temporary<div style="display:inline-block;width:1.88px"> </div>differences between the carrying amounts of</div><div id="a46997" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">assets and liabilities for financial reporting purposes<div style="display:inline-block;width:1.96px"> </div>and the amounts used for tax purposes.<div style="display:inline-block;width:5.91px"> </div>Major components</div><div id="a46999" style="position:absolute;font-weight:normal;left:4.693px;top:32px;">of deferred tax liabilities and assets at December<div style="display:inline-block;width:2.11px"> </div>31 were:</div><div id="a47008" style="position:absolute;font-weight:normal;left:492.115px;top:61.9px;">Millions of Dollars</div><div id="a47011" style="position:absolute;font-weight:bold;left:510.835px;top:78.6px;">2019</div><div id="a47014" style="position:absolute;font-weight:normal;left:615.835px;top:78.6px;">2018</div><div id="a47016" style="position:absolute;font-weight:bold;left:4.693px;top:95.4px;">Deferred Tax Liabilities</div><div id="a47022" style="position:absolute;font-weight:normal;left:4.693px;top:112.2px;">PP&amp;E and intangibles</div><div id="a47024" style="position:absolute;font-weight:bold;left:447.795px;top:112.2px;">$</div><div id="a47026" style="position:absolute;font-weight:bold;left:503.315px;top:112.2px;">8,660 </div><div id="a47029" style="position:absolute;font-weight:normal;left:608.315px;top:112.2px;">8,004 </div><div id="a47031" style="position:absolute;font-weight:normal;left:4.693px;top:128.3px;">Inventory</div><div id="a47034" style="position:absolute;font-weight:bold;left:520.755px;top:128.3px;">35 </div><div id="a47037" style="position:absolute;font-weight:normal;left:625.755px;top:128.3px;">60 </div><div id="a47039" style="position:absolute;font-weight:normal;left:4.693px;top:144.5px;">Deferred state income tax</div><div id="a47042" style="position:absolute;font-weight:bold;left:530.235px;top:144.5px;">- </div><div id="a47045" style="position:absolute;font-weight:normal;left:625.755px;top:144.5px;">61 </div><div id="a47047" style="position:absolute;font-weight:normal;left:4.693px;top:160.5px;">Other</div><div id="a47050" style="position:absolute;font-weight:bold;left:513.875px;top:160.5px;">234 </div><div id="a47053" style="position:absolute;font-weight:normal;left:618.875px;top:160.5px;">156 </div><div id="a47055" style="position:absolute;font-weight:normal;left:4.693px;top:177.3px;">Total deferred tax liabilities</div><div id="a47059" style="position:absolute;font-weight:bold;left:503.315px;top:177.3px;">8,929 </div><div id="a47062" style="position:absolute;font-weight:normal;left:608.315px;top:177.3px;">8,281 </div><div id="a47069" style="position:absolute;font-weight:bold;left:4.693px;top:209.5px;">Deferred Tax Assets</div><div id="a47075" style="position:absolute;font-weight:normal;left:4.693px;top:225.5px;">Benefit plan accruals</div><div id="a47078" style="position:absolute;font-weight:bold;left:513.875px;top:225.5px;">542 </div><div id="a47081" style="position:absolute;font-weight:normal;left:618.875px;top:225.5px;">641 </div><div id="a47083" style="position:absolute;font-weight:normal;left:4.693px;top:242.5px;">Asset retirement obligations and accrued environmental<div style="display:inline-block;width:1.9px"> </div>costs</div><div id="a47086" style="position:absolute;font-weight:bold;left:503.315px;top:242.5px;">2,339 </div><div id="a47089" style="position:absolute;font-weight:normal;left:608.315px;top:242.5px;">2,891 </div><div id="a47091" style="position:absolute;font-weight:normal;left:4.693px;top:259.3px;">Investments in joint ventures</div><div id="a47094" style="position:absolute;font-weight:bold;left:503.315px;top:259.3px;">1,722 </div><div id="a47097" style="position:absolute;font-weight:normal;left:618.875px;top:259.3px;">104 </div><div id="a47099" style="position:absolute;font-weight:normal;left:4.693px;top:276.2px;">Other financial accruals and deferrals</div><div id="a47103" style="position:absolute;font-weight:bold;left:513.875px;top:276.2px;">777 </div><div id="a47106" style="position:absolute;font-weight:normal;left:618.875px;top:276.2px;">330 </div><div id="a47108" style="position:absolute;font-weight:normal;left:4.693px;top:293px;">Loss and credit carryforwards</div><div id="a47111" style="position:absolute;font-weight:bold;left:503.315px;top:293px;">8,968 </div><div id="a47114" style="position:absolute;font-weight:normal;left:608.315px;top:293px;">2,378 </div><div id="a47116" style="position:absolute;font-weight:normal;left:4.693px;top:309.8px;">Other</div><div id="a47119" style="position:absolute;font-weight:bold;left:513.875px;top:309.8px;">345 </div><div id="a47122" style="position:absolute;font-weight:normal;left:618.875px;top:309.8px;">398 </div><div id="a47124" style="position:absolute;font-weight:normal;left:4.693px;top:327.4px;">Total deferred tax assets</div><div id="a47127" style="position:absolute;font-weight:bold;left:496.275px;top:327.4px;">14,693 </div><div id="a47130" style="position:absolute;font-weight:normal;left:608.315px;top:327.4px;">6,742 </div><div id="a47132" style="position:absolute;font-weight:normal;left:4.693px;top:344.2px;">Less: valuation allowance</div><div id="a47135" style="position:absolute;font-weight:bold;left:490.995px;top:344.2px;">(10,214) </div><div id="a47138" style="position:absolute;font-weight:normal;left:603.035px;top:344.2px;">(3,040) </div><div id="a47140" style="position:absolute;font-weight:normal;left:4.693px;top:361.8px;">Net deferred tax assets</div><div id="a47143" style="position:absolute;font-weight:bold;left:503.315px;top:361.8px;">4,479 </div><div id="a47146" style="position:absolute;font-weight:normal;left:608.315px;top:361.8px;">3,702 </div><div id="a47148" style="position:absolute;font-weight:normal;left:4.693px;top:379.4px;">Net deferred tax liabilities</div><div id="a47150" style="position:absolute;font-weight:bold;left:447.795px;top:379.4px;">$</div><div id="a47152" style="position:absolute;font-weight:bold;left:503.315px;top:379.4px;">4,450 </div><div id="a47155" style="position:absolute;font-weight:normal;left:608.315px;top:379.4px;">4,579 </div></div> 8660000000 8004000000 35000000 60000000 0 61000000 234000000 156000000 8929000000 8281000000 542000000 641000000 2339000000 2891000000 1722000000 104000000 777000000 330000000 8968000000 2378000000 345000000 398000000 14693000000 6742000000 10214000000 3040000000 4479000000 3702000000 4450000000 4579000000 184000000 4634000000 442000000 5021000000 <div id="TextBlockContainer1076" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:641px;height:223px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="div_1074_XBRL_TS_d4a1a42744724edfa6c0a68354ec47f1" style="position:absolute;left:0px;top:0px;float:left;"><div id="TextBlockContainer1075" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:641px;height:223px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a47178" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">At December 31, 2019, the components of<div style="display:inline-block;width:2.14px"> </div>our loss and credit carryforwards before and<div style="display:inline-block;width:2.1px"> </div>after consideration of</div><div id="a47180" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">the applicable valuation allowances were:</div><div id="a47191" style="position:absolute;font-weight:normal;left:378.035px;top:45.9px;">Millions of Dollars</div><div id="a47198" style="position:absolute;font-weight:normal;left:469.395px;top:62.7px;">Net Deferred</div><div id="a47201" style="position:absolute;font-weight:normal;left:556.155px;top:62.7px;">Expiration of</div><div id="a47204" style="position:absolute;font-weight:normal;left:322.808px;top:78.7px;">Gross Deferred</div><div id="a47207" style="position:absolute;font-weight:normal;left:453.395px;top:78.7px;">Tax Asset After</div><div id="a47210" style="position:absolute;font-weight:normal;left:556.635px;top:78.7px;">Net Deferred</div><div id="a47213" style="position:absolute;font-weight:normal;left:352.435px;top:94.7px;">Tax Asset</div><div id="a47216" style="position:absolute;font-weight:normal;left:423.475px;top:94.7px;">Valuation Allowance</div><div id="a47219" style="position:absolute;font-weight:normal;left:575.515px;top:94.7px;">Tax Asset</div><div id="a47229" style="position:absolute;font-weight:normal;left:4.693px;top:124.8px;">U.S. foreign tax credits</div><div id="a47231" style="position:absolute;font-weight:normal;left:325.688px;top:124.8px;">$</div><div id="a47233" style="position:absolute;font-weight:normal;left:373.235px;top:124.8px;">7,696 </div><div id="a47237" style="position:absolute;font-weight:normal;left:524.755px;top:124.8px;">14 </div><div id="a47240" style="position:absolute;font-weight:normal;left:603.835px;top:124.8px;">2028 </div><div id="a47242" style="position:absolute;font-weight:normal;left:4.693px;top:140.8px;">U.S. general business credits</div><div id="a47245" style="position:absolute;font-weight:normal;left:383.795px;top:140.8px;">250 </div><div id="a47249" style="position:absolute;font-weight:normal;left:517.875px;top:140.8px;">250 </div><div id="a47252" style="position:absolute;font-weight:normal;left:571.195px;top:140.8px;">2036-2038 </div><div id="a47256" style="position:absolute;font-weight:normal;left:4.693px;top:157px;">U.S. capital loss</div><div id="a47259" style="position:absolute;font-weight:normal;left:383.795px;top:157px;">202 </div><div id="a47263" style="position:absolute;font-weight:normal;left:524.755px;top:157px;">32 </div><div id="a47266" style="position:absolute;font-weight:normal;left:603.835px;top:157px;">2024 </div><div id="a47268" style="position:absolute;font-weight:normal;left:4.693px;top:173.1px;">State net operating losses and tax credits</div><div id="a47272" style="position:absolute;font-weight:normal;left:383.795px;top:173.1px;">370 </div><div id="a47276" style="position:absolute;font-weight:normal;left:524.755px;top:173.1px;">50 </div><div id="a47279" style="position:absolute;font-weight:normal;left:587.515px;top:173.1px;">Various </div><div id="a47281" style="position:absolute;font-weight:normal;left:4.693px;top:189.2px;">Foreign net operating losses and tax credits</div><div id="a47284" style="position:absolute;font-weight:normal;left:383.795px;top:189.2px;">450 </div><div id="a47288" style="position:absolute;font-weight:normal;left:517.875px;top:189.2px;">413 </div><div id="a47291" style="position:absolute;font-weight:normal;left:576.155px;top:189.2px;">Post 2025 </div><div id="a47294" style="position:absolute;font-weight:normal;left:325.688px;top:206px;">$</div><div id="a47296" style="position:absolute;font-weight:normal;left:373.235px;top:206px;">8,968 </div><div id="a47300" style="position:absolute;font-weight:normal;left:517.875px;top:206px;">759 </div></div></div></div> 7696000000 14000000 2028 250000000 250000000 2036-2038 202000000 32000000 2024 370000000 50000000 Various 450000000 413000000 Post 2025 8968000000 759000000 7174000000 151000000 6642000000 6642000000 4196000000 210000000 <div id="TextBlockContainer1084" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:635px;height:211px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="div_1082_XBRL_CS_ba0f49c6b19647678cb2a7a6facf6e8a" style="position:absolute;left:0px;top:0px;float:left;"><div id="TextBlockContainer1083" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:635px;height:211px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a47378" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">The following table shows a reconciliation<div style="display:inline-block;width:2.09px"> </div>of the beginning and ending unrecognized tax<div style="display:inline-block;width:2.11px"> </div>benefits for 2019, </div><div id="a47380" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">2018 and 2017:</div><div id="a47390" style="position:absolute;font-weight:normal;left:454.675px;top:46.1px;">Millions of Dollars</div><div id="a47393" style="position:absolute;font-weight:bold;left:439.795px;top:62.9px;">2019</div><div id="a47396" style="position:absolute;font-weight:normal;left:520.915px;top:62.9px;">2018</div><div id="a47399" style="position:absolute;font-weight:normal;left:601.915px;top:62.9px;">2017</div><div id="a47408" style="position:absolute;font-weight:normal;left:4.693px;top:94.9px;">Balance at January 1</div><div id="a47410" style="position:absolute;font-weight:bold;left:394.835px;top:94.9px;">$</div><div id="a47412" style="position:absolute;font-weight:bold;left:432.275px;top:94.9px;">1,081 </div><div id="a47415" style="position:absolute;font-weight:normal;left:523.955px;top:94.9px;">882 </div><div id="a47418" style="position:absolute;font-weight:normal;left:604.955px;top:94.9px;">381 </div><div id="a47420" style="position:absolute;font-weight:normal;left:4.693px;top:111.1px;">Additions based on tax positions related to the current<div style="display:inline-block;width:1.86px"> </div>year</div><div id="a47423" style="position:absolute;font-weight:bold;left:456.755px;top:111.1px;">9 </div><div id="a47426" style="position:absolute;font-weight:normal;left:523.955px;top:111.1px;">268 </div><div id="a47429" style="position:absolute;font-weight:normal;left:604.955px;top:111.1px;">612 </div><div id="a47431" style="position:absolute;font-weight:normal;left:4.693px;top:127.1px;">Additions for tax positions of prior years</div><div id="a47434" style="position:absolute;font-weight:bold;left:442.835px;top:127.1px;">120 </div><div id="a47437" style="position:absolute;font-weight:normal;left:530.875px;top:127.1px;">43 </div><div id="a47440" style="position:absolute;font-weight:normal;left:604.955px;top:127.1px;">109 </div><div id="a47442" style="position:absolute;font-weight:normal;left:4.693px;top:143.2px;">Reductions for tax positions of prior years</div><div id="a47445" style="position:absolute;font-weight:bold;left:444.435px;top:143.2px;">(22) </div><div id="a47448" style="position:absolute;font-weight:normal;left:525.555px;top:143.2px;">(73) </div><div id="a47451" style="position:absolute;font-weight:normal;left:599.515px;top:143.2px;">(129) </div><div id="a47453" style="position:absolute;font-weight:normal;left:4.693px;top:159.4px;">Settlements</div><div id="a47456" style="position:absolute;font-weight:bold;left:451.475px;top:159.4px;">(9) </div><div id="a47459" style="position:absolute;font-weight:normal;left:525.555px;top:159.4px;">(35) </div><div id="a47462" style="position:absolute;font-weight:normal;left:613.595px;top:159.4px;">(5) </div><div id="a47464" style="position:absolute;font-weight:normal;left:4.693px;top:175.4px;">Lapse of statute</div><div id="a47467" style="position:absolute;font-weight:bold;left:451.475px;top:175.4px;">(2) </div><div id="a47470" style="position:absolute;font-weight:normal;left:532.635px;top:175.4px;">(4) </div><div id="a47473" style="position:absolute;font-weight:normal;left:606.555px;top:175.4px;">(86) </div><div id="a47475" style="position:absolute;font-weight:normal;left:4.693px;top:192.2px;">Balance at December 31</div><div id="a47477" style="position:absolute;font-weight:bold;left:394.835px;top:192.2px;">$</div><div id="a47479" style="position:absolute;font-weight:bold;left:432.275px;top:194px;">1,177 </div><div id="a47482" style="position:absolute;font-weight:normal;left:513.395px;top:194px;">1,081 </div><div id="a47485" style="position:absolute;font-weight:normal;left:604.955px;top:194px;">882 </div></div></div></div> 1081000000 882000000 381000000 9000000 268000000 612000000 120000000 43000000 109000000 22000000 73000000 129000000 9000000 35000000 5000000 2000000 4000000 86000000 1177000000 1081000000 882000000 1100000000 1081000000 882000000 42000000 45000000 54000000 3000000 4000000 0 <div id="TextBlockContainer1090" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:635px;height:391px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="div_1088_XBRL_CS_5613f4e093dd4a39a2c3f62f0fa8b373" style="position:absolute;left:0px;top:0px;float:left;"><div id="TextBlockContainer1089" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:635px;height:391px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a47721" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">The amounts of U.S. and foreign income (loss)<div style="display:inline-block;width:2.15px"> </div>before income taxes, with a reconciliation of tax<div style="display:inline-block;width:2.13px"> </div>at the federal</div><div id="a47724" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">statutory rate with the provision for income taxes,<div style="display:inline-block;width:1.97px"> </div>were:</div><div id="a47744" style="position:absolute;font-weight:normal;left:256.088px;top:46.1px;">Millions of Dollars</div><div id="a47749" style="position:absolute;font-weight:normal;left:431.155px;top:46.1px;">Percent of Pre-Tax Income (Loss)</div><div id="a47757" style="position:absolute;font-weight:bold;left:250.648px;top:62.9px;">2019</div><div id="a47760" style="position:absolute;font-weight:normal;left:317.688px;top:62.9px;">2018</div><div id="a47763" style="position:absolute;font-weight:normal;left:384.755px;top:62.9px;">2017</div><div id="a47766" style="position:absolute;font-weight:bold;left:451.795px;top:62.9px;">2019</div><div id="a47769" style="position:absolute;font-weight:normal;left:534.715px;top:62.9px;">2018</div><div id="a47772" style="position:absolute;font-weight:normal;left:601.755px;top:62.9px;">2017</div><div id="a47774" style="position:absolute;font-weight:normal;left:4.693px;top:79.7px;">Income (loss) before income taxes</div><div id="a47789" style="position:absolute;font-weight:normal;left:14.773px;top:95.9px;">United States</div><div id="a47791" style="position:absolute;font-weight:bold;left:206.808px;top:95.9px;">$</div><div id="a47793" style="position:absolute;font-weight:bold;left:243.128px;top:96px;">4,704 </div><div id="a47796" style="position:absolute;font-weight:normal;left:310.168px;top:96px;">2,867 </div><div id="a47799" style="position:absolute;font-weight:normal;left:371.955px;top:96px;">(5,250) </div><div id="a47802" style="position:absolute;font-weight:bold;left:451.315px;top:96px;">49.4 </div><div id="a47804" style="position:absolute;font-weight:bold;left:479.795px;top:95.9px;">%</div><div id="a47806" style="position:absolute;font-weight:normal;left:534.235px;top:96px;">28.7 </div><div id="a47809" style="position:absolute;font-weight:normal;left:594.235px;top:96px;">200.8 </div><div id="a47812" style="position:absolute;font-weight:normal;left:14.773px;top:112px;">Foreign</div><div id="a47815" style="position:absolute;font-weight:bold;left:243.128px;top:112.2px;">4,820 </div><div id="a47818" style="position:absolute;font-weight:normal;left:310.168px;top:112.2px;">7,106 </div><div id="a47821" style="position:absolute;font-weight:normal;left:377.235px;top:112.2px;">2,635 </div><div id="a47824" style="position:absolute;font-weight:bold;left:451.315px;top:112.2px;">50.6 </div><div id="a47827" style="position:absolute;font-weight:normal;left:534.235px;top:112.2px;">71.3 </div><div id="a47830" style="position:absolute;font-weight:normal;left:588.955px;top:112.2px;">(100.8) </div><div id="a47833" style="position:absolute;font-weight:bold;left:206.808px;top:129px;">$</div><div id="a47835" style="position:absolute;font-weight:bold;left:243.128px;top:129px;">9,524 </div><div id="a47838" style="position:absolute;font-weight:normal;left:310.168px;top:129px;">9,973 </div><div id="a47841" style="position:absolute;font-weight:normal;left:371.955px;top:129px;">(2,615) </div><div id="a47844" style="position:absolute;font-weight:bold;left:444.275px;top:129px;">100.0 </div><div id="a47846" style="position:absolute;font-weight:bold;left:479.795px;top:129px;">%</div><div id="a47848" style="position:absolute;font-weight:normal;left:527.155px;top:129px;">100.0 </div><div id="a47851" style="position:absolute;font-weight:normal;left:594.235px;top:129px;">100.0 </div><div id="a47868" style="position:absolute;font-weight:normal;left:4.693px;top:163.7px;">Federal statutory income tax</div><div id="a47872" style="position:absolute;font-weight:bold;left:206.808px;top:163.7px;">$</div><div id="a47874" style="position:absolute;font-weight:bold;left:243.128px;top:163.7px;">2,000 </div><div id="a47877" style="position:absolute;font-weight:normal;left:310.168px;top:163.7px;">2,095 </div><div id="a47880" style="position:absolute;font-weight:normal;left:382.355px;top:163.7px;">(915) </div><div id="a47883" style="position:absolute;font-weight:bold;left:451.315px;top:163.7px;">21.0 </div><div id="a47885" style="position:absolute;font-weight:bold;left:479.795px;top:163.7px;">%</div><div id="a47887" style="position:absolute;font-weight:normal;left:534.235px;top:163.7px;">21.0 </div><div id="a47890" style="position:absolute;font-weight:normal;left:601.275px;top:163.7px;">35.0 </div><div id="a47892" style="position:absolute;font-weight:normal;left:4.693px;top:179.9px;">Non-U.S. effective tax rates</div><div id="a47897" style="position:absolute;font-weight:bold;left:243.128px;top:179.9px;">1,399 </div><div id="a47900" style="position:absolute;font-weight:normal;left:310.168px;top:179.9px;">1,766 </div><div id="a47903" style="position:absolute;font-weight:normal;left:387.795px;top:179.9px;">625 </div><div id="a47906" style="position:absolute;font-weight:bold;left:451.315px;top:179.9px;">14.7 </div><div id="a47909" style="position:absolute;font-weight:normal;left:534.235px;top:179.9px;">17.7 </div><div id="a47912" style="position:absolute;font-weight:normal;left:595.995px;top:179.9px;">(23.9) </div><div id="a47914" style="position:absolute;font-weight:normal;left:4.693px;top:195.9px;">Tax Legislation</div><div id="a47917" style="position:absolute;font-weight:bold;left:270.008px;top:195.9px;">- </div><div id="a47920" style="position:absolute;font-weight:normal;left:322.328px;top:195.9px;">(10) </div><div id="a47923" style="position:absolute;font-weight:normal;left:382.355px;top:195.9px;">(852) </div><div id="a47926" style="position:absolute;font-weight:bold;left:471.155px;top:195.9px;">- </div><div id="a47929" style="position:absolute;font-weight:normal;left:535.835px;top:195.9px;">(0.1) </div><div id="a47932" style="position:absolute;font-weight:normal;left:601.275px;top:195.9px;">32.6 </div><div id="a47934" style="position:absolute;font-weight:normal;left:4.693px;top:212px;">Canada disposition</div><div id="a47937" style="position:absolute;font-weight:bold;left:270.008px;top:212px;">- </div><div id="a47940" style="position:absolute;font-weight:normal;left:337.048px;top:212px;">- </div><div id="a47943" style="position:absolute;font-weight:normal;left:371.955px;top:212px;">(1,277) </div><div id="a47946" style="position:absolute;font-weight:bold;left:471.155px;top:212px;">- </div><div id="a47949" style="position:absolute;font-weight:normal;left:554.075px;top:212px;">- </div><div id="a47952" style="position:absolute;font-weight:normal;left:601.275px;top:212px;">48.8 </div><div id="a47954" style="position:absolute;font-weight:normal;left:4.693px;top:228px;">U.K. disposition</div><div id="a47957" style="position:absolute;font-weight:bold;left:248.248px;top:228px;">(732) </div><div id="a47960" style="position:absolute;font-weight:normal;left:315.288px;top:228px;">(150) </div><div id="a47963" style="position:absolute;font-weight:normal;left:404.115px;top:228px;">- </div><div id="a47966" style="position:absolute;font-weight:bold;left:452.915px;top:228px;">(7.7) </div><div id="a47969" style="position:absolute;font-weight:normal;left:535.835px;top:228px;">(1.5) </div><div id="a47972" style="position:absolute;font-weight:normal;left:621.115px;top:228px;">- </div><div id="a47974" style="position:absolute;font-weight:normal;left:4.693px;top:244.2px;">Recovery of outside basis</div><div id="a47977" style="position:absolute;font-weight:bold;left:255.288px;top:244.2px;">(77) </div><div id="a47980" style="position:absolute;font-weight:normal;left:322.328px;top:244.2px;">(21) </div><div id="a47983" style="position:absolute;font-weight:normal;left:382.355px;top:244.2px;">(962) </div><div id="a47986" style="position:absolute;font-weight:bold;left:452.915px;top:244.2px;">(0.8) </div><div id="a47989" style="position:absolute;font-weight:normal;left:535.835px;top:244.2px;">(0.2) </div><div id="a47992" style="position:absolute;font-weight:normal;left:601.275px;top:244.2px;">36.8 </div><div id="a47994" style="position:absolute;font-weight:normal;left:4.693px;top:260.4px;">Adjustment to tax reserves</div><div id="a47997" style="position:absolute;font-weight:bold;left:267.608px;top:260.4px;">9 </div><div id="a48000" style="position:absolute;font-weight:normal;left:329.368px;top:260.4px;">(4) </div><div id="a48003" style="position:absolute;font-weight:normal;left:387.795px;top:260.4px;">881 </div><div id="a48006" style="position:absolute;font-weight:bold;left:458.355px;top:260.4px;">0.1 </div><div id="a48009" style="position:absolute;font-weight:normal;left:554.075px;top:260.4px;">- </div><div id="a48012" style="position:absolute;font-weight:normal;left:595.995px;top:260.4px;">(33.7) </div><div id="a48014" style="position:absolute;font-weight:normal;left:4.693px;top:276.4px;">Adjustment to valuation allowance</div><div id="a48017" style="position:absolute;font-weight:bold;left:248.248px;top:276.4px;">(225) </div><div id="a48020" style="position:absolute;font-weight:normal;left:322.328px;top:276.4px;">(26) </div><div id="a48023" style="position:absolute;font-weight:normal;left:404.115px;top:276.4px;">- </div><div id="a48026" style="position:absolute;font-weight:bold;left:452.915px;top:276.4px;">(2.4) </div><div id="a48029" style="position:absolute;font-weight:normal;left:535.835px;top:276.4px;">(0.3) </div><div id="a48032" style="position:absolute;font-weight:normal;left:621.115px;top:276.4px;">- </div><div id="a48034" style="position:absolute;font-weight:normal;left:4.693px;top:292.5px;">APLNG impairment</div><div id="a48037" style="position:absolute;font-weight:bold;left:270.008px;top:292.5px;">- </div><div id="a48040" style="position:absolute;font-weight:normal;left:337.048px;top:292.5px;">- </div><div id="a48043" style="position:absolute;font-weight:normal;left:387.795px;top:292.5px;">834 </div><div id="a48046" style="position:absolute;font-weight:bold;left:471.155px;top:292.5px;">- </div><div id="a48049" style="position:absolute;font-weight:normal;left:554.075px;top:292.5px;">- </div><div id="a48052" style="position:absolute;font-weight:normal;left:595.995px;top:292.5px;">(31.9) </div><div id="a48054" style="position:absolute;font-weight:normal;left:4.693px;top:308.7px;">State income tax</div><div id="a48057" style="position:absolute;font-weight:bold;left:253.688px;top:308.7px;">123 </div><div id="a48060" style="position:absolute;font-weight:normal;left:320.728px;top:308.7px;">135 </div><div id="a48063" style="position:absolute;font-weight:normal;left:389.395px;top:308.7px;">(84) </div><div id="a48066" style="position:absolute;font-weight:bold;left:458.355px;top:308.7px;">1.3 </div><div id="a48069" style="position:absolute;font-weight:normal;left:541.275px;top:308.7px;">1.4 </div><div id="a48072" style="position:absolute;font-weight:normal;left:608.315px;top:308.7px;">3.2 </div><div id="a48074" style="position:absolute;font-weight:normal;left:4.693px;top:324.7px;">Malaysia Deepwater Incentive</div><div id="a48077" style="position:absolute;font-weight:bold;left:248.248px;top:324.7px;">(164) </div><div id="a48080" style="position:absolute;font-weight:normal;left:337.048px;top:324.7px;">- </div><div id="a48083" style="position:absolute;font-weight:normal;left:404.115px;top:324.7px;">- </div><div id="a48086" style="position:absolute;font-weight:bold;left:452.915px;top:324.7px;">(1.7) </div><div id="a48089" style="position:absolute;font-weight:normal;left:554.075px;top:324.7px;">- </div><div id="a48092" style="position:absolute;font-weight:normal;left:621.115px;top:324.7px;">- </div><div id="a48094" style="position:absolute;font-weight:normal;left:4.693px;top:340.9px;">Enhanced oil recovery credit</div><div id="a48097" style="position:absolute;font-weight:bold;left:255.288px;top:340.9px;">(27) </div><div id="a48100" style="position:absolute;font-weight:normal;left:322.328px;top:340.9px;">(99) </div><div id="a48103" style="position:absolute;font-weight:normal;left:389.395px;top:340.9px;">(68) </div><div id="a48106" style="position:absolute;font-weight:bold;left:452.915px;top:340.9px;">(0.3) </div><div id="a48109" style="position:absolute;font-weight:normal;left:535.835px;top:340.9px;">(1.0) </div><div id="a48112" style="position:absolute;font-weight:normal;left:608.315px;top:340.9px;">2.6 </div><div id="a48114" style="position:absolute;font-weight:normal;left:4.693px;top:356.9px;">Other</div><div id="a48117" style="position:absolute;font-weight:bold;left:255.288px;top:356.9px;">(39) </div><div id="a48120" style="position:absolute;font-weight:normal;left:322.328px;top:356.9px;">(18) </div><div id="a48123" style="position:absolute;font-weight:normal;left:396.435px;top:356.9px;">(4) </div><div id="a48126" style="position:absolute;font-weight:bold;left:452.915px;top:356.9px;">(0.4) </div><div id="a48129" style="position:absolute;font-weight:normal;left:535.835px;top:356.9px;">(0.2) </div><div id="a48132" style="position:absolute;font-weight:normal;left:608.315px;top:356.9px;">0.2 </div><div id="a48137" style="position:absolute;font-weight:bold;left:206.808px;top:373.7px;">$</div><div id="a48139" style="position:absolute;font-weight:bold;left:243.128px;top:373.7px;">2,267 </div><div id="a48143" style="position:absolute;font-weight:normal;left:310.168px;top:373.7px;">3,668 </div><div id="a48146" style="position:absolute;font-weight:normal;left:371.955px;top:373.7px;">(1,822) </div><div id="a48149" style="position:absolute;font-weight:bold;left:451.315px;top:373.7px;">23.8 </div><div id="a48151" style="position:absolute;font-weight:bold;left:479.795px;top:373.7px;">%</div><div id="a48153" style="position:absolute;font-weight:normal;left:534.235px;top:373.7px;">36.8 </div><div id="a48156" style="position:absolute;font-weight:normal;left:601.275px;top:373.7px;">69.7 </div></div></div></div> 4704000000 2867000000 -5250000000 0.494 0.287 2.008 4820000000 7106000000 2635000000 0.506 0.713 -1.008 9524000000 9973000000 -2615000000 1.000 1.000 1.000 2000000000 2095000000 -915000000 0.210 0.210 0.350 1399000000 1766000000 625000000 0.147 0.177 -0.239 0 -10000000 -852000000 0 -0.001 0.326 0 0 -1277000000 0 0 0.488 -732000000 -150000000 0 -0.077 -0.015 0 77000000 21000000 962000000 0.008 0.002 -0.368 9000000 -4000000 881000000 0.001 0 -0.337 -225000000 -26000000 0 -0.024 -0.003 0 0 0 834000000 0 0 -0.319 123000000 135000000 -84000000 0.013 0.014 0.032 164000000 0 0 0.017 0 0 27000000 99000000 68000000 0.003 0.010 -0.026 -39000000 -18000000 -4000000 -0.004 -0.002 0.002 2267000000 3668000000 -1822000000 0.238 0.368 0.697 1700000000 -335000000 2100000000 285000000 164000000 715000000 -10000000 -10000000 56000000 908000000 10000000 -1277000000 -822000000 822000000 9000000 36000000 962000000 <div id="TextBlockContainer1100" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:640px;height:445px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="div_1096_XBRL_CS_dc6ef3be644e4ebb9417fdd7a9574e6b" style="position:absolute;left:0px;top:0px;float:left;"><div id="TextBlockContainer1099" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:640px;height:445px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a48451" style="position:absolute;font-weight:bold;left:4.693px;top:0px;">Note 20—Accumulated Other Comprehensive Loss</div><div id="a48465" style="position:absolute;font-weight:normal;left:4.693px;top:31.4px;">Accumulated other comprehensive loss in the<div style="display:inline-block;width:2.16px"> </div>equity section of the balance sheet included:</div><div id="a48479" style="position:absolute;font-weight:normal;left:410.035px;top:62.7px;">Millions of Dollars</div><div id="a48483" style="position:absolute;font-weight:normal;left:334.488px;top:111.9px;">Defined </div><div id="a48484" style="position:absolute;font-weight:normal;left:304.728px;top:127.9px;">Benefit Plans</div><div id="a48488" style="position:absolute;font-weight:normal;left:435.475px;top:79.5px;">Net </div><div id="a48489" style="position:absolute;font-weight:normal;left:394.195px;top:95.7px;">Unrealized </div><div id="a48490" style="position:absolute;font-weight:normal;left:411.635px;top:111.9px;">Loss on </div><div id="a48491" style="position:absolute;font-weight:normal;left:400.595px;top:127.9px;">Securities </div><div id="a48494" style="position:absolute;font-weight:normal;left:488.115px;top:95.7px;">Foreign </div><div id="a48495" style="position:absolute;font-weight:normal;left:479.635px;top:111.9px;">Currency </div><div id="a48496" style="position:absolute;font-weight:normal;left:467.955px;top:127.9px;">Translation</div><div id="a48499" style="position:absolute;font-weight:normal;left:555.035px;top:79.5px;">Accumulated </div><div id="a48500" style="position:absolute;font-weight:normal;left:597.755px;top:95.7px;">Other </div><div id="a48501" style="position:absolute;font-weight:normal;left:541.755px;top:111.9px;">Comprehensive </div><div id="a48502" style="position:absolute;font-weight:normal;left:603.195px;top:127.9px;">Loss </div><div id="a48514" style="position:absolute;font-weight:normal;left:4.693px;top:162.6px;">December 31, 2016</div><div id="a48516" style="position:absolute;font-weight:normal;left:297.688px;top:162.6px;">$</div><div id="a48518" style="position:absolute;font-weight:normal;left:349.368px;top:162.6px;">(547) </div><div id="a48521" style="position:absolute;font-weight:normal;left:447.155px;top:162.6px;">-</div><div id="a48524" style="position:absolute;font-weight:normal;left:490.995px;top:162.6px;">(5,646) </div><div id="a48527" style="position:absolute;font-weight:normal;left:588.955px;top:162.6px;">(6,193) </div><div id="a48529" style="position:absolute;font-weight:normal;left:4.693px;top:178.7px;">Other comprehensive income (loss)</div><div id="a48532" style="position:absolute;font-weight:normal;left:354.835px;top:178.7px;">147 </div><div id="a48535" style="position:absolute;font-weight:normal;left:432.435px;top:178.7px;">(58) </div><div id="a48538" style="position:absolute;font-weight:normal;left:506.835px;top:178.7px;">586 </div><div id="a48541" style="position:absolute;font-weight:normal;left:604.795px;top:178.7px;">675 </div><div id="a48543" style="position:absolute;font-weight:normal;left:4.693px;top:195.5px;">December 31, 2017</div><div id="a48546" style="position:absolute;font-weight:normal;left:349.368px;top:195.5px;">(400) </div><div id="a48549" style="position:absolute;font-weight:normal;left:432.435px;top:195.5px;">(58) </div><div id="a48552" style="position:absolute;font-weight:normal;left:490.995px;top:195.5px;">(5,060) </div><div id="a48555" style="position:absolute;font-weight:normal;left:588.955px;top:195.5px;">(5,518) </div><div id="a48557" style="position:absolute;font-weight:normal;left:4.693px;top:211.5px;">Other comprehensive income (loss)</div><div id="a48560" style="position:absolute;font-weight:normal;left:361.715px;top:211.5px;">39 </div><div id="a48563" style="position:absolute;font-weight:normal;left:447.155px;top:211.5px;">-</div><div id="a48566" style="position:absolute;font-weight:normal;left:501.395px;top:211.5px;">(642) </div><div id="a48569" style="position:absolute;font-weight:normal;left:599.355px;top:211.5px;">(603) </div><div id="a48571" style="position:absolute;font-weight:normal;left:4.693px;top:227.7px;">Cumulative effect of adopting ASU No. 2016-01*</div><div id="a48576" style="position:absolute;font-weight:normal;left:371.155px;top:227.7px;">-</div><div id="a48579" style="position:absolute;font-weight:normal;left:437.715px;top:227.7px;">58 </div><div id="a48582" style="position:absolute;font-weight:normal;left:523.155px;top:227.7px;">-</div><div id="a48585" style="position:absolute;font-weight:normal;left:611.675px;top:227.7px;">58 </div><div id="a48587" style="position:absolute;font-weight:normal;left:4.693px;top:244.5px;">December 31, 2018</div><div id="a48590" style="position:absolute;font-weight:normal;left:349.368px;top:244.5px;">(361) </div><div id="a48593" style="position:absolute;font-weight:normal;left:447.155px;top:244.5px;">- </div><div id="a48596" style="position:absolute;font-weight:normal;left:490.995px;top:244.5px;">(5,702) </div><div id="a48599" style="position:absolute;font-weight:normal;left:588.955px;top:244.5px;">(6,063) </div><div id="a48601" style="position:absolute;font-weight:normal;left:4.693px;top:260.5px;">Other comprehensive income</div><div id="a48604" style="position:absolute;font-weight:bold;left:361.715px;top:260.5px;">51 </div><div id="a48607" style="position:absolute;font-weight:bold;left:447.155px;top:260.5px;">-</div><div id="a48610" style="position:absolute;font-weight:bold;left:506.835px;top:260.5px;">695 </div><div id="a48613" style="position:absolute;font-weight:bold;left:604.795px;top:260.5px;">746 </div><div id="a48615" style="position:absolute;font-weight:normal;left:7.093px;top:276.7px;">Cumulative effect of adopting ASU No. 2018-02**</div><div id="a48621" style="position:absolute;font-weight:bold;left:356.435px;top:276.7px;">(40) </div><div id="a48624" style="position:absolute;font-weight:bold;left:447.155px;top:276.7px;">-</div><div id="a48627" style="position:absolute;font-weight:bold;left:523.155px;top:276.7px;">-</div><div id="a48630" style="position:absolute;font-weight:bold;left:606.395px;top:276.7px;">(40) </div><div id="a48632" style="position:absolute;font-weight:bold;left:4.693px;top:293.5px;">December 31, 2019</div><div id="a48634" style="position:absolute;font-weight:bold;left:297.688px;top:293.5px;">$</div><div id="a48636" style="position:absolute;font-weight:bold;left:349.368px;top:293.5px;">(350) </div><div id="a48639" style="position:absolute;font-weight:bold;left:447.155px;top:293.5px;">- </div><div id="a48642" style="position:absolute;font-weight:bold;left:490.995px;top:293.5px;">(5,007) </div><div id="a48645" style="position:absolute;font-weight:bold;left:588.955px;top:293.5px;">(5,357) </div><div id="div_1097_XBRL_FS_3c7f2f022d6349a88bef42971297e966" style="position:absolute;left:1.12px;top:314.8px;float:left;"><div id="TextBlockContainer1098" style="position:relative;font-family:Times New Roman;font-size:10.72px;color:#000000;line-height:normal;width:573px;height:13px;display:inline-block;"><div id="a48647" style="position:absolute;font-weight:normal;font-style:italic;left:3.573px;top:0px;"><div style="display:inline-block;width:8px"> </div>*We adopted ASU No. 2016-01, "Recognition and Measurement of Financial Assets and Liabilities," beginning<div style="display:inline-block;width:1.3px"> </div>January 1, 2018. </div></div></div><div id="a48652" style="position:absolute;font-size:10.72px;font-weight:normal;font-style:italic;left:4.693px;top:327.6px;"><div style="display:inline-block;width:8px"> </div>**See Note 2</div><div id="a48654" style="position:absolute;font-family:Calibri;font-size:10.72px;font-weight:normal;left:69.008px;top:327.2px;">—</div><div id="a48655" style="position:absolute;font-size:10.72px;font-weight:normal;font-style:italic;left:78.768px;top:327.6px;">Changes in Accounting Principles for additional information. </div><div id="a48658" style="position:absolute;font-weight:normal;left:4.693px;top:358.9px;">During 2019, we recognized $</div><div id="a48658_28_3" style="position:absolute;font-weight:normal;left:174.614px;top:358.9px;">483 </div><div id="a48658_31_79" style="position:absolute;font-weight:normal;left:195.768px;top:358.9px;"><div style="display:inline-block;width:3.52px"> </div>million of foreign currency translation adjustments<div style="display:inline-block;width:1.87px"> </div>related to the completion </div><div id="a48661" style="position:absolute;font-weight:normal;left:4.693px;top:375.1px;">of our sale of two ConocoPhillips U.K. subsidiaries.<div style="display:inline-block;width:5.43px"> </div>For additional information related to this<div style="display:inline-block;width:2.14px"> </div>disposition, see </div><div id="a48662" style="position:absolute;font-weight:normal;left:4.693px;top:391.1px;">Note 5—Asset Acquisitions and Dispositions.</div><div id="a48676" style="position:absolute;font-weight:normal;left:4.693px;top:427.9px;">There were no items within accumulated other comprehensive<div style="display:inline-block;width:1.63px"> </div>loss related to noncontrolling interests.</div></div></div></div> <div id="TextBlockContainer1099" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:640px;height:445px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a48451" style="position:absolute;font-weight:bold;left:4.693px;top:0px;">Note 20—Accumulated Other Comprehensive Loss</div><div id="a48465" style="position:absolute;font-weight:normal;left:4.693px;top:31.4px;">Accumulated other comprehensive loss in the<div style="display:inline-block;width:2.16px"> </div>equity section of the balance sheet included:</div><div id="a48479" style="position:absolute;font-weight:normal;left:410.035px;top:62.7px;">Millions of Dollars</div><div id="a48483" style="position:absolute;font-weight:normal;left:334.488px;top:111.9px;">Defined </div><div id="a48484" style="position:absolute;font-weight:normal;left:304.728px;top:127.9px;">Benefit Plans</div><div id="a48488" style="position:absolute;font-weight:normal;left:435.475px;top:79.5px;">Net </div><div id="a48489" style="position:absolute;font-weight:normal;left:394.195px;top:95.7px;">Unrealized </div><div id="a48490" style="position:absolute;font-weight:normal;left:411.635px;top:111.9px;">Loss on </div><div id="a48491" style="position:absolute;font-weight:normal;left:400.595px;top:127.9px;">Securities </div><div id="a48494" style="position:absolute;font-weight:normal;left:488.115px;top:95.7px;">Foreign </div><div id="a48495" style="position:absolute;font-weight:normal;left:479.635px;top:111.9px;">Currency </div><div id="a48496" style="position:absolute;font-weight:normal;left:467.955px;top:127.9px;">Translation</div><div id="a48499" style="position:absolute;font-weight:normal;left:555.035px;top:79.5px;">Accumulated </div><div id="a48500" style="position:absolute;font-weight:normal;left:597.755px;top:95.7px;">Other </div><div id="a48501" style="position:absolute;font-weight:normal;left:541.755px;top:111.9px;">Comprehensive </div><div id="a48502" style="position:absolute;font-weight:normal;left:603.195px;top:127.9px;">Loss </div><div id="a48514" style="position:absolute;font-weight:normal;left:4.693px;top:162.6px;">December 31, 2016</div><div id="a48516" style="position:absolute;font-weight:normal;left:297.688px;top:162.6px;">$</div><div id="a48518" style="position:absolute;font-weight:normal;left:349.368px;top:162.6px;">(547) </div><div id="a48521" style="position:absolute;font-weight:normal;left:447.155px;top:162.6px;">-</div><div id="a48524" style="position:absolute;font-weight:normal;left:490.995px;top:162.6px;">(5,646) </div><div id="a48527" style="position:absolute;font-weight:normal;left:588.955px;top:162.6px;">(6,193) </div><div id="a48529" style="position:absolute;font-weight:normal;left:4.693px;top:178.7px;">Other comprehensive income (loss)</div><div id="a48532" style="position:absolute;font-weight:normal;left:354.835px;top:178.7px;">147 </div><div id="a48535" style="position:absolute;font-weight:normal;left:432.435px;top:178.7px;">(58) </div><div id="a48538" style="position:absolute;font-weight:normal;left:506.835px;top:178.7px;">586 </div><div id="a48541" style="position:absolute;font-weight:normal;left:604.795px;top:178.7px;">675 </div><div id="a48543" style="position:absolute;font-weight:normal;left:4.693px;top:195.5px;">December 31, 2017</div><div id="a48546" style="position:absolute;font-weight:normal;left:349.368px;top:195.5px;">(400) </div><div id="a48549" style="position:absolute;font-weight:normal;left:432.435px;top:195.5px;">(58) </div><div id="a48552" style="position:absolute;font-weight:normal;left:490.995px;top:195.5px;">(5,060) </div><div id="a48555" style="position:absolute;font-weight:normal;left:588.955px;top:195.5px;">(5,518) </div><div id="a48557" style="position:absolute;font-weight:normal;left:4.693px;top:211.5px;">Other comprehensive income (loss)</div><div id="a48560" style="position:absolute;font-weight:normal;left:361.715px;top:211.5px;">39 </div><div id="a48563" style="position:absolute;font-weight:normal;left:447.155px;top:211.5px;">-</div><div id="a48566" style="position:absolute;font-weight:normal;left:501.395px;top:211.5px;">(642) </div><div id="a48569" style="position:absolute;font-weight:normal;left:599.355px;top:211.5px;">(603) </div><div id="a48571" style="position:absolute;font-weight:normal;left:4.693px;top:227.7px;">Cumulative effect of adopting ASU No. 2016-01*</div><div id="a48576" style="position:absolute;font-weight:normal;left:371.155px;top:227.7px;">-</div><div id="a48579" style="position:absolute;font-weight:normal;left:437.715px;top:227.7px;">58 </div><div id="a48582" style="position:absolute;font-weight:normal;left:523.155px;top:227.7px;">-</div><div id="a48585" style="position:absolute;font-weight:normal;left:611.675px;top:227.7px;">58 </div><div id="a48587" style="position:absolute;font-weight:normal;left:4.693px;top:244.5px;">December 31, 2018</div><div id="a48590" style="position:absolute;font-weight:normal;left:349.368px;top:244.5px;">(361) </div><div id="a48593" style="position:absolute;font-weight:normal;left:447.155px;top:244.5px;">- </div><div id="a48596" style="position:absolute;font-weight:normal;left:490.995px;top:244.5px;">(5,702) </div><div id="a48599" style="position:absolute;font-weight:normal;left:588.955px;top:244.5px;">(6,063) </div><div id="a48601" style="position:absolute;font-weight:normal;left:4.693px;top:260.5px;">Other comprehensive income</div><div id="a48604" style="position:absolute;font-weight:bold;left:361.715px;top:260.5px;">51 </div><div id="a48607" style="position:absolute;font-weight:bold;left:447.155px;top:260.5px;">-</div><div id="a48610" style="position:absolute;font-weight:bold;left:506.835px;top:260.5px;">695 </div><div id="a48613" style="position:absolute;font-weight:bold;left:604.795px;top:260.5px;">746 </div><div id="a48615" style="position:absolute;font-weight:normal;left:7.093px;top:276.7px;">Cumulative effect of adopting ASU No. 2018-02**</div><div id="a48621" style="position:absolute;font-weight:bold;left:356.435px;top:276.7px;">(40) </div><div id="a48624" style="position:absolute;font-weight:bold;left:447.155px;top:276.7px;">-</div><div id="a48627" style="position:absolute;font-weight:bold;left:523.155px;top:276.7px;">-</div><div id="a48630" style="position:absolute;font-weight:bold;left:606.395px;top:276.7px;">(40) </div><div id="a48632" style="position:absolute;font-weight:bold;left:4.693px;top:293.5px;">December 31, 2019</div><div id="a48634" style="position:absolute;font-weight:bold;left:297.688px;top:293.5px;">$</div><div id="a48636" style="position:absolute;font-weight:bold;left:349.368px;top:293.5px;">(350) </div><div id="a48639" style="position:absolute;font-weight:bold;left:447.155px;top:293.5px;">- </div><div id="a48642" style="position:absolute;font-weight:bold;left:490.995px;top:293.5px;">(5,007) </div><div id="a48645" style="position:absolute;font-weight:bold;left:588.955px;top:293.5px;">(5,357) </div><div id="div_1097_XBRL_FS_3c7f2f022d6349a88bef42971297e966" style="position:absolute;left:1.12px;top:314.8px;float:left;"><div id="TextBlockContainer1098" style="position:relative;font-family:Times New Roman;font-size:10.72px;color:#000000;line-height:normal;width:573px;height:13px;display:inline-block;"><div id="a48647" style="position:absolute;font-weight:normal;font-style:italic;left:3.573px;top:0px;"><div style="display:inline-block;width:8px"> </div>*We adopted ASU No. 2016-01, "Recognition and Measurement of Financial Assets and Liabilities," beginning<div style="display:inline-block;width:1.3px"> </div>January 1, 2018. </div></div></div><div id="a48652" style="position:absolute;font-size:10.72px;font-weight:normal;font-style:italic;left:4.693px;top:327.6px;"><div style="display:inline-block;width:8px"> </div>**See Note 2</div><div id="a48654" style="position:absolute;font-family:Calibri;font-size:10.72px;font-weight:normal;left:69.008px;top:327.2px;">—</div><div id="a48655" style="position:absolute;font-size:10.72px;font-weight:normal;font-style:italic;left:78.768px;top:327.6px;">Changes in Accounting Principles for additional information. </div><div id="a48658" style="position:absolute;font-weight:normal;left:4.693px;top:358.9px;">During 2019, we recognized $</div><div id="a48658_28_3" style="position:absolute;font-weight:normal;left:174.614px;top:358.9px;">483 </div><div id="a48658_31_79" style="position:absolute;font-weight:normal;left:195.768px;top:358.9px;"><div style="display:inline-block;width:3.52px"> </div>million of foreign currency translation adjustments<div style="display:inline-block;width:1.87px"> </div>related to the completion </div><div id="a48661" style="position:absolute;font-weight:normal;left:4.693px;top:375.1px;">of our sale of two ConocoPhillips U.K. subsidiaries.<div style="display:inline-block;width:5.43px"> </div>For additional information related to this<div style="display:inline-block;width:2.14px"> </div>disposition, see </div><div id="a48662" style="position:absolute;font-weight:normal;left:4.693px;top:391.1px;">Note 5—Asset Acquisitions and Dispositions.</div><div id="a48676" style="position:absolute;font-weight:normal;left:4.693px;top:427.9px;">There were no items within accumulated other comprehensive<div style="display:inline-block;width:1.63px"> </div>loss related to noncontrolling interests.</div></div><div id="TextBlockContainer1103" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:639px;height:154px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a48688" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">The following table summarizes reclassifications<div style="display:inline-block;width:1.88px"> </div>out of accumulated other comprehensive loss during<div style="display:inline-block;width:2.15px"> </div>the years </div><div id="a48689" style="position:absolute;font-weight:normal;left:4.693px;top:16.2px;">ended December 31:</div><div id="a48698" style="position:absolute;font-weight:normal;left:491.155px;top:47.1px;">Millions of Dollars</div><div id="a48702" style="position:absolute;font-weight:bold;left:510.835px;top:63.9px;">2019</div><div id="a48705" style="position:absolute;font-weight:normal;left:601.915px;top:63.9px;">2018</div><div id="a48712" style="position:absolute;font-weight:normal;left:4.693px;top:99.5px;">Defined Benefit Plans</div><div id="a48714" style="position:absolute;font-weight:bold;left:447.795px;top:99.5px;">$</div><div id="a48716" style="position:absolute;font-weight:bold;left:520.755px;top:99.5px;">88 </div><div id="a48719" style="position:absolute;font-weight:normal;left:604.955px;top:99.5px;">189 </div><div id="a48721" style="position:absolute;font-size:10.72px;font-weight:normal;font-style:italic;left:4.693px;top:116.2px;">Above amounts are included in the computation of net periodic benefit cost<div style="display:inline-block;width:1.33px"> </div>and<div style="display:inline-block;width:5.35px"> </div></div><div id="a48727" style="position:absolute;font-size:10.72px;font-weight:normal;font-style:italic;left:4.693px;top:128.5px;">are presented net of tax expense of: </div><div id="a48729" style="position:absolute;font-size:10.72px;font-weight:bold;font-style:italic;left:447.795px;top:128.5px;">$ </div><div id="a48731" style="position:absolute;font-size:10.72px;font-weight:bold;font-style:italic;left:524.115px;top:128.5px;">23 </div><div id="a48734" style="position:absolute;font-size:10.72px;font-weight:normal;font-style:italic;left:615.195px;top:128.5px;">50 </div><div id="a48736" style="position:absolute;font-size:10.72px;font-weight:normal;font-style:italic;left:4.693px;top:140.9px;">See Note 18—Employee Benefit Plans, for additional information. </div></div> -547000000 -5646000000 -6193000000 -147000000 -58000000 586000000 675000000 -400000000 -58000000 -5060000000 -5518000000 -39000000 -642000000 -603000000 58000000 58000000 -361000000 0 -5702000000 -6063000000 -51000000 695000000 746000000 40000000 -40000000 -350000000 0 -5007000000 -5357000000 483000000 <div id="TextBlockContainer1104" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:639px;height:154px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="div_1102_XBRL_CS_486c5774bcbe4f92af7374ad00a8dab1" style="position:absolute;left:0px;top:0px;float:left;"><div id="TextBlockContainer1103" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:639px;height:154px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a48688" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">The following table summarizes reclassifications<div style="display:inline-block;width:1.88px"> </div>out of accumulated other comprehensive loss during<div style="display:inline-block;width:2.15px"> </div>the years </div><div id="a48689" style="position:absolute;font-weight:normal;left:4.693px;top:16.2px;">ended December 31:</div><div id="a48698" style="position:absolute;font-weight:normal;left:491.155px;top:47.1px;">Millions of Dollars</div><div id="a48702" style="position:absolute;font-weight:bold;left:510.835px;top:63.9px;">2019</div><div id="a48705" style="position:absolute;font-weight:normal;left:601.915px;top:63.9px;">2018</div><div id="a48712" style="position:absolute;font-weight:normal;left:4.693px;top:99.5px;">Defined Benefit Plans</div><div id="a48714" style="position:absolute;font-weight:bold;left:447.795px;top:99.5px;">$</div><div id="a48716" style="position:absolute;font-weight:bold;left:520.755px;top:99.5px;">88 </div><div id="a48719" style="position:absolute;font-weight:normal;left:604.955px;top:99.5px;">189 </div><div id="a48721" style="position:absolute;font-size:10.72px;font-weight:normal;font-style:italic;left:4.693px;top:116.2px;">Above amounts are included in the computation of net periodic benefit cost<div style="display:inline-block;width:1.33px"> </div>and<div style="display:inline-block;width:5.35px"> </div></div><div id="a48727" style="position:absolute;font-size:10.72px;font-weight:normal;font-style:italic;left:4.693px;top:128.5px;">are presented net of tax expense of: </div><div id="a48729" style="position:absolute;font-size:10.72px;font-weight:bold;font-style:italic;left:447.795px;top:128.5px;">$ </div><div id="a48731" style="position:absolute;font-size:10.72px;font-weight:bold;font-style:italic;left:524.115px;top:128.5px;">23 </div><div id="a48734" style="position:absolute;font-size:10.72px;font-weight:normal;font-style:italic;left:615.195px;top:128.5px;">50 </div><div id="a48736" style="position:absolute;font-size:10.72px;font-weight:normal;font-style:italic;left:4.693px;top:140.9px;">See Note 18—Employee Benefit Plans, for additional information. </div></div></div></div> 88000000 189000000 23000000 50000000 <div id="TextBlockContainer1108" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:635px;height:432px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="div_1106_XBRL_CS_82017269b5c14516a0359121ac996aa4" style="position:absolute;left:0px;top:0px;float:left;"><div id="TextBlockContainer1107" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:635px;height:432px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a48750" style="position:absolute;font-weight:bold;left:4.693px;top:0px;">Note 21—Cash Flow Information</div><div id="a48772" style="position:absolute;font-weight:normal;left:472.595px;top:28px;">Millions of Dollars</div><div id="a48778" style="position:absolute;font-weight:bold;left:463.795px;top:44.7px;">2019</div><div id="a48781" style="position:absolute;font-weight:normal;left:532.795px;top:44.7px;">2018</div><div id="a48784" style="position:absolute;font-weight:normal;left:601.755px;top:44.7px;">2017</div><div id="a48786" style="position:absolute;font-weight:bold;left:4.693px;top:61.5px;">Noncash Investing Activities</div><div id="a48795" style="position:absolute;font-weight:normal;left:4.693px;top:77.6px;">Increase (decrease) in PP&amp;E related to an increase<div style="display:inline-block;width:2.05px"> </div>(decrease) in asset</div><div id="a48804" style="position:absolute;font-weight:normal;left:14.773px;top:93.6px;">retirement obligations</div><div id="a48806" style="position:absolute;font-weight:bold;left:422.835px;top:93.6px;">$</div><div id="a48808" style="position:absolute;font-weight:bold;left:466.835px;top:93.6px;">205 </div><div id="a48811" style="position:absolute;font-weight:normal;left:535.835px;top:93.6px;">395 </div><div id="a48814" style="position:absolute;font-weight:normal;left:606.395px;top:93.6px;">(37) </div><div id="a48816" style="position:absolute;font-weight:normal;left:4.693px;top:109.8px;">Increase (decrease) in assets and liabilities<div style="display:inline-block;width:2.1px"> </div>acquired in a nonmonetary</div><div id="a48825" style="position:absolute;font-weight:normal;left:14.773px;top:125.9px;">exchange*</div><div id="a48835" style="position:absolute;font-weight:normal;left:24.693px;top:141.9px;">Accounts receivable</div><div id="a48838" style="position:absolute;font-weight:normal;left:483.155px;top:141.9px;">- </div><div id="a48841" style="position:absolute;font-weight:normal;left:537.435px;top:141.9px;">(44) </div><div id="a48844" style="position:absolute;font-weight:normal;left:621.115px;top:141.9px;">- </div><div id="a48848" style="position:absolute;font-weight:normal;left:24.693px;top:158.1px;">Inventories</div><div id="a48851" style="position:absolute;font-weight:normal;left:483.155px;top:158.1px;">- </div><div id="a48854" style="position:absolute;font-weight:normal;left:542.715px;top:158.1px;">42 </div><div id="a48857" style="position:absolute;font-weight:normal;left:621.115px;top:158.1px;">- </div><div id="a48861" style="position:absolute;font-weight:normal;left:24.693px;top:174.1px;">Investments and long-term receivables</div><div id="a48866" style="position:absolute;font-weight:normal;left:483.155px;top:174.1px;">- </div><div id="a48869" style="position:absolute;font-weight:normal;left:542.715px;top:174.1px;">15 </div><div id="a48872" style="position:absolute;font-weight:normal;left:621.115px;top:174.1px;">- </div><div id="a48876" style="position:absolute;font-weight:normal;left:24.693px;top:190.3px;">PP&amp;E</div><div id="a48879" style="position:absolute;font-weight:normal;left:483.155px;top:190.3px;">- </div><div id="a48882" style="position:absolute;font-weight:normal;left:525.235px;top:190.3px;">1,907 </div><div id="a48885" style="position:absolute;font-weight:normal;left:621.115px;top:190.3px;">- </div><div id="a48889" style="position:absolute;font-weight:normal;left:24.693px;top:206.4px;">Other long-term assets</div><div id="a48894" style="position:absolute;font-weight:normal;left:483.155px;top:206.4px;">- </div><div id="a48897" style="position:absolute;font-weight:normal;left:544.475px;top:206.4px;">(9) </div><div id="a48900" style="position:absolute;font-weight:normal;left:621.115px;top:206.4px;">- </div><div id="a48904" style="position:absolute;font-weight:normal;left:24.693px;top:222.4px;">Accounts payable</div><div id="a48907" style="position:absolute;font-weight:normal;left:483.155px;top:222.4px;">- </div><div id="a48910" style="position:absolute;font-weight:normal;left:549.755px;top:222.4px;">7 </div><div id="a48913" style="position:absolute;font-weight:normal;left:621.115px;top:222.4px;">- </div><div id="a48917" style="position:absolute;font-weight:normal;left:24.693px;top:238.6px;">Accrued income and other taxes</div><div id="a48920" style="position:absolute;font-weight:normal;left:483.155px;top:238.6px;">- </div><div id="a48923" style="position:absolute;font-weight:normal;left:542.715px;top:238.6px;">40 </div><div id="a48926" style="position:absolute;font-weight:normal;left:621.115px;top:238.6px;">- </div><div id="a48937" style="position:absolute;font-weight:bold;left:4.693px;top:270.8px;">Cash Payments</div><div id="a48945" style="position:absolute;font-weight:normal;left:4.693px;top:286.8px;">Interest</div><div id="a48947" style="position:absolute;font-weight:bold;left:422.835px;top:286.8px;">$</div><div id="a48949" style="position:absolute;font-weight:bold;left:466.835px;top:286.8px;">810 </div><div id="a48952" style="position:absolute;font-weight:normal;left:535.835px;top:286.8px;">772 </div><div id="a48955" style="position:absolute;font-weight:normal;left:594.235px;top:286.8px;">1,163 </div><div id="a48957" style="position:absolute;font-weight:normal;left:4.693px;top:302.9px;">Income taxes</div><div id="a48960" style="position:absolute;font-weight:bold;left:456.275px;top:302.9px;">2,905 </div><div id="a48963" style="position:absolute;font-weight:normal;left:525.235px;top:302.9px;">2,976 </div><div id="a48966" style="position:absolute;font-weight:normal;left:594.235px;top:302.9px;">1,168 </div><div id="a48977" style="position:absolute;font-weight:bold;left:4.693px;top:334.9px;">Net Sales (Purchases) of Investments</div><div id="a48986" style="position:absolute;font-weight:normal;left:4.693px;top:351.1px;">Short-term investments purchased</div><div id="a48990" style="position:absolute;font-weight:bold;left:422.835px;top:351.1px;">$</div><div id="a48992" style="position:absolute;font-weight:bold;left:450.995px;top:351.1px;">(4,902) </div><div id="a48995" style="position:absolute;font-weight:normal;left:519.955px;top:351.1px;">(1,953) </div><div id="a48998" style="position:absolute;font-weight:normal;left:588.955px;top:351.1px;">(6,617) </div><div id="a49000" style="position:absolute;font-weight:normal;left:4.693px;top:367.3px;">Short-term investments sold</div><div id="a49005" style="position:absolute;font-weight:bold;left:456.275px;top:367.3px;">2,138 </div><div id="a49008" style="position:absolute;font-weight:normal;left:525.235px;top:367.3px;">3,573 </div><div id="a49011" style="position:absolute;font-weight:normal;left:594.235px;top:367.3px;">4,827 </div><div id="a49013" style="position:absolute;font-weight:normal;left:4.693px;top:383.3px;">Investments and long-term receivables purchased</div><div id="a49018" style="position:absolute;font-weight:bold;left:461.395px;top:383.3px;">(146) </div><div id="a49021" style="position:absolute;font-weight:normal;left:552.155px;top:383.3px;">- </div><div id="a49024" style="position:absolute;font-weight:normal;left:621.115px;top:383.3px;">- </div><div id="a49027" style="position:absolute;font-weight:bold;left:422.835px;top:400.1px;">$</div><div id="a49029" style="position:absolute;font-weight:bold;left:450.995px;top:400.1px;">(2,910) </div><div id="a49032" style="position:absolute;font-weight:normal;left:525.235px;top:400.1px;">1,620 </div><div id="a49035" style="position:absolute;font-weight:normal;left:588.955px;top:400.1px;">(1,790) </div><div id="a49037" style="position:absolute;font-size:10.72px;font-weight:normal;font-style:italic;left:4.693px;top:419.1px;">*See Note 5—Asset Acquisitions and Dispositions. </div></div></div></div><div id="TextBlockContainer1110" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:639px;height:210px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a49043" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">The following items are included in the “Cash<div style="display:inline-block;width:2.06px"> </div>Flows from Operating Activities” section<div style="display:inline-block;width:2.17px"> </div>of our consolidated </div><div id="a49066" style="position:absolute;font-weight:normal;left:4.693px;top:16.2px;">cash flows. </div><div id="a49070" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;"> </div><div id="a49071" style="position:absolute;font-weight:normal;left:4.693px;top:48.3px;">We collected $</div><div id="a49071_14_3" style="position:absolute;font-weight:normal;left:88.688px;top:48.3px;">330 </div><div id="a49071_17_14" style="position:absolute;font-weight:normal;left:109.808px;top:48.3px;"><div style="display:inline-block;width:3.52px"> </div>million and $</div><div id="a49071_31_3" style="position:absolute;font-weight:normal;left:187.928px;top:48.3px;">430 </div><div id="a49071_34_71" style="position:absolute;font-weight:normal;left:208.888px;top:48.3px;"><div style="display:inline-block;width:3.52px"> </div>million in 2019 and 2018, respectively, from PDVSA under a settlement </div><div id="a49107" style="position:absolute;font-weight:normal;left:4.693px;top:64.3px;">agreement related to an award issued by the ICC<div style="display:inline-block;width:2.15px"> </div>Tribunal in 2018.<div style="display:inline-block;width:7.01px"> </div>We collected $</div><div id="a49107_81_3" style="position:absolute;font-weight:normal;left:469.235px;top:64.3px;">262 </div><div id="a49107_84_14" style="position:absolute;font-weight:normal;left:490.035px;top:64.3px;"><div style="display:inline-block;width:3.52px"> </div>million and $</div><div id="a49107_98_2" style="position:absolute;font-weight:normal;left:568.315px;top:64.3px;">75 </div><div id="a49107_100_9" style="position:absolute;font-weight:normal;left:582.395px;top:64.3px;"><div style="display:inline-block;width:3.52px"> </div>million </div><div id="a49140" style="position:absolute;font-weight:normal;left:4.693px;top:80.5px;">from Ecuador in 2018 and 2017, respectively, as installment payments related<div style="display:inline-block;width:2.09px"> </div>to an agreement reached with </div><div id="a49146" style="position:absolute;font-weight:normal;left:4.693px;top:96.7px;">Ecuador in 2017.<div style="display:inline-block;width:6.61px"> </div>For more information on these settlements,<div style="display:inline-block;width:1.95px"> </div>see Note 13—Contingencies and Commitments. </div><div id="a49165" style="position:absolute;font-weight:normal;left:4.693px;top:112.7px;"> </div><div id="a49166" style="position:absolute;font-weight:normal;left:4.693px;top:128.8px;">In 2019, we made a $</div><div id="a49166_20_3" style="position:absolute;font-weight:normal;left:125.328px;top:128.8px;">324 </div><div id="a49166_23_83" style="position:absolute;font-weight:normal;left:146.288px;top:128.8px;"><div style="display:inline-block;width:3.52px"> </div>million contribution to our U.K. pension plan.<div style="display:inline-block;width:5.58px"> </div>We made discretionary payments to </div><div id="a49172" style="position:absolute;font-weight:normal;left:4.693px;top:144.8px;">our domestic qualified pension plan of $</div><div id="a49172_40_3" style="position:absolute;font-weight:normal;left:231.094px;top:144.8px;">120 </div><div id="a49172_43_14" style="position:absolute;font-weight:normal;left:252.214px;top:144.8px;"><div style="display:inline-block;width:3.52px"> </div>million and $</div><div id="a49172_57_3" style="position:absolute;font-weight:normal;left:330.328px;top:144.8px;">600 </div><div id="a49172_60_41" style="position:absolute;font-weight:normal;left:351.448px;top:144.8px;"><div style="display:inline-block;width:3.52px"> </div>million in 2018 and 2017, respectively. </div><div id="a49181" style="position:absolute;font-weight:normal;left:4.693px;top:161px;"> </div><div id="a49182" style="position:absolute;font-weight:normal;left:4.693px;top:177.1px;">In 2017, we recognized a $</div><div id="a49182_26_3" style="position:absolute;font-weight:normal;left:156.374px;top:177.1px;">180 </div><div id="a49182_29_72" style="position:absolute;font-weight:normal;left:177.334px;top:177.1px;"><div style="display:inline-block;width:3.52px"> </div>million adverse cash impact from the settlement<div style="display:inline-block;width:1.91px"> </div>of cross-currency swap </div><div id="a49185" style="position:absolute;font-weight:normal;left:4.693px;top:193.1px;">transactions.<div style="display:inline-block;width:6.66px"> </div></div></div> <div id="TextBlockContainer1107" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:635px;height:432px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a48750" style="position:absolute;font-weight:bold;left:4.693px;top:0px;">Note 21—Cash Flow Information</div><div id="a48772" style="position:absolute;font-weight:normal;left:472.595px;top:28px;">Millions of Dollars</div><div id="a48778" style="position:absolute;font-weight:bold;left:463.795px;top:44.7px;">2019</div><div id="a48781" style="position:absolute;font-weight:normal;left:532.795px;top:44.7px;">2018</div><div id="a48784" style="position:absolute;font-weight:normal;left:601.755px;top:44.7px;">2017</div><div id="a48786" style="position:absolute;font-weight:bold;left:4.693px;top:61.5px;">Noncash Investing Activities</div><div id="a48795" style="position:absolute;font-weight:normal;left:4.693px;top:77.6px;">Increase (decrease) in PP&amp;E related to an increase<div style="display:inline-block;width:2.05px"> </div>(decrease) in asset</div><div id="a48804" style="position:absolute;font-weight:normal;left:14.773px;top:93.6px;">retirement obligations</div><div id="a48806" style="position:absolute;font-weight:bold;left:422.835px;top:93.6px;">$</div><div id="a48808" style="position:absolute;font-weight:bold;left:466.835px;top:93.6px;">205 </div><div id="a48811" style="position:absolute;font-weight:normal;left:535.835px;top:93.6px;">395 </div><div id="a48814" style="position:absolute;font-weight:normal;left:606.395px;top:93.6px;">(37) </div><div id="a48816" style="position:absolute;font-weight:normal;left:4.693px;top:109.8px;">Increase (decrease) in assets and liabilities<div style="display:inline-block;width:2.1px"> </div>acquired in a nonmonetary</div><div id="a48825" style="position:absolute;font-weight:normal;left:14.773px;top:125.9px;">exchange*</div><div id="a48835" style="position:absolute;font-weight:normal;left:24.693px;top:141.9px;">Accounts receivable</div><div id="a48838" style="position:absolute;font-weight:normal;left:483.155px;top:141.9px;">- </div><div id="a48841" style="position:absolute;font-weight:normal;left:537.435px;top:141.9px;">(44) </div><div id="a48844" style="position:absolute;font-weight:normal;left:621.115px;top:141.9px;">- </div><div id="a48848" style="position:absolute;font-weight:normal;left:24.693px;top:158.1px;">Inventories</div><div id="a48851" style="position:absolute;font-weight:normal;left:483.155px;top:158.1px;">- </div><div id="a48854" style="position:absolute;font-weight:normal;left:542.715px;top:158.1px;">42 </div><div id="a48857" style="position:absolute;font-weight:normal;left:621.115px;top:158.1px;">- </div><div id="a48861" style="position:absolute;font-weight:normal;left:24.693px;top:174.1px;">Investments and long-term receivables</div><div id="a48866" style="position:absolute;font-weight:normal;left:483.155px;top:174.1px;">- </div><div id="a48869" style="position:absolute;font-weight:normal;left:542.715px;top:174.1px;">15 </div><div id="a48872" style="position:absolute;font-weight:normal;left:621.115px;top:174.1px;">- </div><div id="a48876" style="position:absolute;font-weight:normal;left:24.693px;top:190.3px;">PP&amp;E</div><div id="a48879" style="position:absolute;font-weight:normal;left:483.155px;top:190.3px;">- </div><div id="a48882" style="position:absolute;font-weight:normal;left:525.235px;top:190.3px;">1,907 </div><div id="a48885" style="position:absolute;font-weight:normal;left:621.115px;top:190.3px;">- </div><div id="a48889" style="position:absolute;font-weight:normal;left:24.693px;top:206.4px;">Other long-term assets</div><div id="a48894" style="position:absolute;font-weight:normal;left:483.155px;top:206.4px;">- </div><div id="a48897" style="position:absolute;font-weight:normal;left:544.475px;top:206.4px;">(9) </div><div id="a48900" style="position:absolute;font-weight:normal;left:621.115px;top:206.4px;">- </div><div id="a48904" style="position:absolute;font-weight:normal;left:24.693px;top:222.4px;">Accounts payable</div><div id="a48907" style="position:absolute;font-weight:normal;left:483.155px;top:222.4px;">- </div><div id="a48910" style="position:absolute;font-weight:normal;left:549.755px;top:222.4px;">7 </div><div id="a48913" style="position:absolute;font-weight:normal;left:621.115px;top:222.4px;">- </div><div id="a48917" style="position:absolute;font-weight:normal;left:24.693px;top:238.6px;">Accrued income and other taxes</div><div id="a48920" style="position:absolute;font-weight:normal;left:483.155px;top:238.6px;">- </div><div id="a48923" style="position:absolute;font-weight:normal;left:542.715px;top:238.6px;">40 </div><div id="a48926" style="position:absolute;font-weight:normal;left:621.115px;top:238.6px;">- </div><div id="a48937" style="position:absolute;font-weight:bold;left:4.693px;top:270.8px;">Cash Payments</div><div id="a48945" style="position:absolute;font-weight:normal;left:4.693px;top:286.8px;">Interest</div><div id="a48947" style="position:absolute;font-weight:bold;left:422.835px;top:286.8px;">$</div><div id="a48949" style="position:absolute;font-weight:bold;left:466.835px;top:286.8px;">810 </div><div id="a48952" style="position:absolute;font-weight:normal;left:535.835px;top:286.8px;">772 </div><div id="a48955" style="position:absolute;font-weight:normal;left:594.235px;top:286.8px;">1,163 </div><div id="a48957" style="position:absolute;font-weight:normal;left:4.693px;top:302.9px;">Income taxes</div><div id="a48960" style="position:absolute;font-weight:bold;left:456.275px;top:302.9px;">2,905 </div><div id="a48963" style="position:absolute;font-weight:normal;left:525.235px;top:302.9px;">2,976 </div><div id="a48966" style="position:absolute;font-weight:normal;left:594.235px;top:302.9px;">1,168 </div><div id="a48977" style="position:absolute;font-weight:bold;left:4.693px;top:334.9px;">Net Sales (Purchases) of Investments</div><div id="a48986" style="position:absolute;font-weight:normal;left:4.693px;top:351.1px;">Short-term investments purchased</div><div id="a48990" style="position:absolute;font-weight:bold;left:422.835px;top:351.1px;">$</div><div id="a48992" style="position:absolute;font-weight:bold;left:450.995px;top:351.1px;">(4,902) </div><div id="a48995" style="position:absolute;font-weight:normal;left:519.955px;top:351.1px;">(1,953) </div><div id="a48998" style="position:absolute;font-weight:normal;left:588.955px;top:351.1px;">(6,617) </div><div id="a49000" style="position:absolute;font-weight:normal;left:4.693px;top:367.3px;">Short-term investments sold</div><div id="a49005" style="position:absolute;font-weight:bold;left:456.275px;top:367.3px;">2,138 </div><div id="a49008" style="position:absolute;font-weight:normal;left:525.235px;top:367.3px;">3,573 </div><div id="a49011" style="position:absolute;font-weight:normal;left:594.235px;top:367.3px;">4,827 </div><div id="a49013" style="position:absolute;font-weight:normal;left:4.693px;top:383.3px;">Investments and long-term receivables purchased</div><div id="a49018" style="position:absolute;font-weight:bold;left:461.395px;top:383.3px;">(146) </div><div id="a49021" style="position:absolute;font-weight:normal;left:552.155px;top:383.3px;">- </div><div id="a49024" style="position:absolute;font-weight:normal;left:621.115px;top:383.3px;">- </div><div id="a49027" style="position:absolute;font-weight:bold;left:422.835px;top:400.1px;">$</div><div id="a49029" style="position:absolute;font-weight:bold;left:450.995px;top:400.1px;">(2,910) </div><div id="a49032" style="position:absolute;font-weight:normal;left:525.235px;top:400.1px;">1,620 </div><div id="a49035" style="position:absolute;font-weight:normal;left:588.955px;top:400.1px;">(1,790) </div><div id="a49037" style="position:absolute;font-size:10.72px;font-weight:normal;font-style:italic;left:4.693px;top:419.1px;">*See Note 5—Asset Acquisitions and Dispositions. </div></div> 205000000 395000000 -37000000 0 44000000 0 0 42000000 0 0 15000000 0 0 1907000000 0 0 9000000 0 0 7000000 0 0 40000000 0 810000000 772000000 1163000000 2905000000 2976000000 1168000000 4902000000 1953000000 6617000000 2138000000 3573000000 4827000000 146000000 0 0 2910000000 -1620000000 1790000000 330000000 430000000 262000000 75000000 324000000 120000000 600000000 180000000 <div id="TextBlockContainer1116" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:635px;height:553px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="div_1112_XBRL_CS_d3cd4a356e61496a847756c51b89f9a9" style="position:absolute;left:0px;top:0px;float:left;"><div id="TextBlockContainer1115" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:635px;height:553px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a49204" style="position:absolute;font-weight:bold;left:4.693px;top:0px;">Note 22—Other Financial Information </div><div id="a49212" style="position:absolute;font-weight:normal;left:455.155px;top:31.2px;">Millions of Dollars</div><div id="a49216" style="position:absolute;font-weight:bold;left:440.595px;top:49.9px;">2019</div><div id="a49219" style="position:absolute;font-weight:normal;left:521.075px;top:49.9px;">2018</div><div id="a49222" style="position:absolute;font-weight:normal;left:601.755px;top:49.9px;">2017</div><div id="a49224" style="position:absolute;font-weight:bold;left:4.693px;top:66.6px;">Interest and Debt Expense</div><div id="a49231" style="position:absolute;font-weight:normal;left:4.693px;top:82.7px;">Incurred</div><div id="a49240" style="position:absolute;font-weight:normal;left:17.973px;top:98.9px;">Debt</div><div id="a49242" style="position:absolute;font-weight:bold;left:387.955px;top:98.9px;">$</div><div id="a49244" style="position:absolute;font-weight:bold;left:443.475px;top:98.9px;">799 </div><div id="a49247" style="position:absolute;font-weight:normal;left:524.115px;top:98.9px;">838 </div><div id="a49250" style="position:absolute;font-weight:normal;left:594.235px;top:98.9px;">1,114 </div><div id="a49253" style="position:absolute;font-weight:normal;left:17.973px;top:116.7px;">Other</div><div id="a49256" style="position:absolute;font-weight:bold;left:450.355px;top:116.7px;">36 </div><div id="a49259" style="position:absolute;font-weight:normal;left:531.035px;top:116.7px;">67 </div><div id="a49262" style="position:absolute;font-weight:normal;left:604.795px;top:116.7px;">103 </div><div id="a49267" style="position:absolute;font-weight:bold;left:443.475px;top:135.2px;">835 </div><div id="a49270" style="position:absolute;font-weight:normal;left:524.115px;top:135.2px;">905 </div><div id="a49273" style="position:absolute;font-weight:normal;left:594.235px;top:135.2px;">1,217 </div><div id="a49275" style="position:absolute;font-weight:normal;left:4.693px;top:151.4px;">Capitalized</div><div id="a49278" style="position:absolute;font-weight:bold;left:445.075px;top:151.4px;">(57) </div><div id="a49281" style="position:absolute;font-weight:normal;left:518.675px;top:151.4px;">(170) </div><div id="a49284" style="position:absolute;font-weight:normal;left:599.355px;top:151.4px;">(119) </div><div id="a49286" style="position:absolute;font-weight:normal;left:4.693px;top:168.2px;">Expensed</div><div id="a49288" style="position:absolute;font-weight:bold;left:387.955px;top:168.2px;">$</div><div id="a49290" style="position:absolute;font-weight:bold;left:443.475px;top:168.2px;">778 </div><div id="a49293" style="position:absolute;font-weight:normal;left:524.115px;top:168.2px;">735 </div><div id="a49296" style="position:absolute;font-weight:normal;left:594.235px;top:168.2px;">1,098 </div><div id="a49306" style="position:absolute;font-weight:bold;left:4.693px;top:202.6px;">Other Income</div><div id="a49314" style="position:absolute;font-weight:normal;left:4.693px;top:218.7px;">Interest income</div><div id="a49316" style="position:absolute;font-weight:bold;left:387.955px;top:218.7px;">$</div><div id="a49318" style="position:absolute;font-weight:bold;left:443.475px;top:218.7px;">166 </div><div id="a49321" style="position:absolute;font-weight:normal;left:531.035px;top:218.7px;">97 </div><div id="a49324" style="position:absolute;font-weight:normal;left:604.795px;top:218.7px;">112 </div><div id="a49326" style="position:absolute;font-weight:normal;left:4.693px;top:236.7px;">Unrealized gains (losses) on Cenovus Energy common shares*</div><div id="a49329" style="position:absolute;font-weight:bold;left:443.475px;top:236.7px;">649 </div><div id="a49332" style="position:absolute;font-weight:normal;left:518.675px;top:236.7px;">(437) </div><div id="a49335" style="position:absolute;font-weight:normal;left:621.115px;top:236.7px;">- </div><div id="a49337" style="position:absolute;font-weight:normal;left:4.693px;top:254.5px;">Other, net</div><div id="a49340" style="position:absolute;font-weight:bold;left:443.475px;top:254.5px;">543 </div><div id="a49343" style="position:absolute;font-weight:normal;left:524.115px;top:254.5px;">513 </div><div id="a49346" style="position:absolute;font-weight:normal;left:604.795px;top:254.5px;">417 </div><div id="a49350" style="position:absolute;font-weight:bold;left:387.955px;top:273.2px;">$</div><div id="a49352" style="position:absolute;font-weight:bold;left:432.915px;top:273.2px;">1,358 </div><div id="a49355" style="position:absolute;font-weight:normal;left:524.115px;top:273.2px;">173 </div><div id="a49358" style="position:absolute;font-weight:normal;left:604.795px;top:273.2px;">529 </div><div id="div_1113_XBRL_FS_6b517e4271e7449cb3abc7d3b035a707" style="position:absolute;left:1.12px;top:294px;float:left;"><div id="TextBlockContainer1114" style="position:relative;font-family:Times New Roman;font-size:10.72px;color:#000000;line-height:normal;width:324px;height:13px;display:inline-block;"><div id="a49360" style="position:absolute;font-weight:normal;font-style:italic;left:3.573px;top:0px;">*See Note 7—Investment in Cenovus Energy, for additional information. </div></div></div><div id="a49373" style="position:absolute;font-weight:bold;left:4.693px;top:324.9px;">Research and Development Expenditures</div><div id="a49374" style="position:absolute;font-weight:normal;left:251.768px;top:324.9px;">—expensed</div><div id="a49377" style="position:absolute;font-weight:bold;left:387.955px;top:324.9px;">$</div><div id="a49379" style="position:absolute;font-weight:bold;left:450.355px;top:324.9px;">82 </div><div id="a49382" style="position:absolute;font-weight:normal;left:531.035px;top:324.9px;">78 </div><div id="a49385" style="position:absolute;font-weight:normal;left:604.795px;top:324.9px;">100 </div><div id="a49395" style="position:absolute;font-weight:bold;left:4.693px;top:361.3px;">Shipping and Handling Costs</div><div id="a49397" style="position:absolute;font-weight:bold;left:387.955px;top:361.3px;">$</div><div id="a49399" style="position:absolute;font-weight:bold;left:432.915px;top:361.3px;">1,008 </div><div id="a49402" style="position:absolute;font-weight:normal;left:513.555px;top:361.3px;">1,075 </div><div id="a49405" style="position:absolute;font-weight:normal;left:594.235px;top:361.3px;">1,050 </div><div id="a49415" style="position:absolute;font-weight:bold;left:4.693px;top:392.2px;">Foreign Currency Transaction (Gains) Losses</div><div id="a49416" style="position:absolute;font-weight:normal;left:278.488px;top:392.2px;">—after-tax</div><div id="a49427" style="position:absolute;font-weight:normal;left:4.693px;top:410.1px;">Alaska</div><div id="a49429" style="position:absolute;font-weight:bold;left:387.955px;top:410.1px;">$</div><div id="a49431" style="position:absolute;font-weight:bold;left:459.795px;top:410.1px;">- </div><div id="a49434" style="position:absolute;font-weight:normal;left:540.475px;top:410.1px;">- </div><div id="a49437" style="position:absolute;font-weight:normal;left:621.115px;top:410.1px;">- </div><div id="a49439" style="position:absolute;font-weight:normal;left:4.693px;top:428.1px;">Lower 48</div><div id="a49442" style="position:absolute;font-weight:bold;left:459.795px;top:428.1px;">- </div><div id="a49445" style="position:absolute;font-weight:normal;left:540.475px;top:428.1px;">- </div><div id="a49448" style="position:absolute;font-weight:normal;left:621.115px;top:428.1px;">- </div><div id="a49450" style="position:absolute;font-weight:normal;left:4.693px;top:446px;">Canada</div><div id="a49453" style="position:absolute;font-weight:bold;left:457.395px;top:446px;">5 </div><div id="a49456" style="position:absolute;font-weight:normal;left:525.715px;top:446px;">(11) </div><div id="a49459" style="position:absolute;font-weight:normal;left:618.715px;top:446px;">3 </div><div id="a49461" style="position:absolute;font-weight:normal;left:4.693px;top:463.9px;">Europe and North Africa</div><div id="a49464" style="position:absolute;font-weight:bold;left:459.795px;top:463.9px;">- </div><div id="a49467" style="position:absolute;font-weight:normal;left:525.715px;top:463.9px;">(26) </div><div id="a49470" style="position:absolute;font-weight:normal;left:618.715px;top:463.9px;">7 </div><div id="a49472" style="position:absolute;font-weight:normal;left:4.693px;top:481.9px;">Asia Pacific and Middle East</div><div id="a49475" style="position:absolute;font-weight:bold;left:450.355px;top:481.9px;">31 </div><div id="a49478" style="position:absolute;font-weight:normal;left:538.075px;top:481.9px;">3 </div><div id="a49481" style="position:absolute;font-weight:normal;left:611.675px;top:481.9px;">23 </div><div id="a49483" style="position:absolute;font-weight:normal;left:4.693px;top:499.8px;">Other International</div><div id="a49486" style="position:absolute;font-weight:bold;left:457.395px;top:499.8px;">1 </div><div id="a49489" style="position:absolute;font-weight:normal;left:540.475px;top:499.8px;">- </div><div id="a49492" style="position:absolute;font-weight:normal;left:618.715px;top:499.8px;">1 </div><div id="a49494" style="position:absolute;font-weight:normal;left:4.693px;top:517.7px;">Corporate and Other</div><div id="a49497" style="position:absolute;font-weight:bold;left:450.355px;top:517.7px;">21 </div><div id="a49500" style="position:absolute;font-weight:normal;left:531.035px;top:517.7px;">21 </div><div id="a49503" style="position:absolute;font-weight:normal;left:613.435px;top:517.7px;">(3) </div><div id="a49507" style="position:absolute;font-weight:bold;left:387.955px;top:536.3px;">$</div><div id="a49509" style="position:absolute;font-weight:bold;left:450.355px;top:536.3px;">58 </div><div id="a49512" style="position:absolute;font-weight:normal;left:525.715px;top:536.3px;">(13) </div><div id="a49515" style="position:absolute;font-weight:normal;left:611.675px;top:536.3px;">31 </div></div></div></div><div id="TextBlockContainer1119" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:116px;height:17px;display:inline-block;"><div id="a49520" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">Millions of Dollars</div></div> <div id="TextBlockContainer1115" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:635px;height:553px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a49204" style="position:absolute;font-weight:bold;left:4.693px;top:0px;">Note 22—Other Financial Information </div><div id="a49212" style="position:absolute;font-weight:normal;left:455.155px;top:31.2px;">Millions of Dollars</div><div id="a49216" style="position:absolute;font-weight:bold;left:440.595px;top:49.9px;">2019</div><div id="a49219" style="position:absolute;font-weight:normal;left:521.075px;top:49.9px;">2018</div><div id="a49222" style="position:absolute;font-weight:normal;left:601.755px;top:49.9px;">2017</div><div id="a49224" style="position:absolute;font-weight:bold;left:4.693px;top:66.6px;">Interest and Debt Expense</div><div id="a49231" style="position:absolute;font-weight:normal;left:4.693px;top:82.7px;">Incurred</div><div id="a49240" style="position:absolute;font-weight:normal;left:17.973px;top:98.9px;">Debt</div><div id="a49242" style="position:absolute;font-weight:bold;left:387.955px;top:98.9px;">$</div><div id="a49244" style="position:absolute;font-weight:bold;left:443.475px;top:98.9px;">799 </div><div id="a49247" style="position:absolute;font-weight:normal;left:524.115px;top:98.9px;">838 </div><div id="a49250" style="position:absolute;font-weight:normal;left:594.235px;top:98.9px;">1,114 </div><div id="a49253" style="position:absolute;font-weight:normal;left:17.973px;top:116.7px;">Other</div><div id="a49256" style="position:absolute;font-weight:bold;left:450.355px;top:116.7px;">36 </div><div id="a49259" style="position:absolute;font-weight:normal;left:531.035px;top:116.7px;">67 </div><div id="a49262" style="position:absolute;font-weight:normal;left:604.795px;top:116.7px;">103 </div><div id="a49267" style="position:absolute;font-weight:bold;left:443.475px;top:135.2px;">835 </div><div id="a49270" style="position:absolute;font-weight:normal;left:524.115px;top:135.2px;">905 </div><div id="a49273" style="position:absolute;font-weight:normal;left:594.235px;top:135.2px;">1,217 </div><div id="a49275" style="position:absolute;font-weight:normal;left:4.693px;top:151.4px;">Capitalized</div><div id="a49278" style="position:absolute;font-weight:bold;left:445.075px;top:151.4px;">(57) </div><div id="a49281" style="position:absolute;font-weight:normal;left:518.675px;top:151.4px;">(170) </div><div id="a49284" style="position:absolute;font-weight:normal;left:599.355px;top:151.4px;">(119) </div><div id="a49286" style="position:absolute;font-weight:normal;left:4.693px;top:168.2px;">Expensed</div><div id="a49288" style="position:absolute;font-weight:bold;left:387.955px;top:168.2px;">$</div><div id="a49290" style="position:absolute;font-weight:bold;left:443.475px;top:168.2px;">778 </div><div id="a49293" style="position:absolute;font-weight:normal;left:524.115px;top:168.2px;">735 </div><div id="a49296" style="position:absolute;font-weight:normal;left:594.235px;top:168.2px;">1,098 </div><div id="a49306" style="position:absolute;font-weight:bold;left:4.693px;top:202.6px;">Other Income</div><div id="a49314" style="position:absolute;font-weight:normal;left:4.693px;top:218.7px;">Interest income</div><div id="a49316" style="position:absolute;font-weight:bold;left:387.955px;top:218.7px;">$</div><div id="a49318" style="position:absolute;font-weight:bold;left:443.475px;top:218.7px;">166 </div><div id="a49321" style="position:absolute;font-weight:normal;left:531.035px;top:218.7px;">97 </div><div id="a49324" style="position:absolute;font-weight:normal;left:604.795px;top:218.7px;">112 </div><div id="a49326" style="position:absolute;font-weight:normal;left:4.693px;top:236.7px;">Unrealized gains (losses) on Cenovus Energy common shares*</div><div id="a49329" style="position:absolute;font-weight:bold;left:443.475px;top:236.7px;">649 </div><div id="a49332" style="position:absolute;font-weight:normal;left:518.675px;top:236.7px;">(437) </div><div id="a49335" style="position:absolute;font-weight:normal;left:621.115px;top:236.7px;">- </div><div id="a49337" style="position:absolute;font-weight:normal;left:4.693px;top:254.5px;">Other, net</div><div id="a49340" style="position:absolute;font-weight:bold;left:443.475px;top:254.5px;">543 </div><div id="a49343" style="position:absolute;font-weight:normal;left:524.115px;top:254.5px;">513 </div><div id="a49346" style="position:absolute;font-weight:normal;left:604.795px;top:254.5px;">417 </div><div id="a49350" style="position:absolute;font-weight:bold;left:387.955px;top:273.2px;">$</div><div id="a49352" style="position:absolute;font-weight:bold;left:432.915px;top:273.2px;">1,358 </div><div id="a49355" style="position:absolute;font-weight:normal;left:524.115px;top:273.2px;">173 </div><div id="a49358" style="position:absolute;font-weight:normal;left:604.795px;top:273.2px;">529 </div><div id="div_1113_XBRL_FS_6b517e4271e7449cb3abc7d3b035a707" style="position:absolute;left:1.12px;top:294px;float:left;"><div id="TextBlockContainer1114" style="position:relative;font-family:Times New Roman;font-size:10.72px;color:#000000;line-height:normal;width:324px;height:13px;display:inline-block;"><div id="a49360" style="position:absolute;font-weight:normal;font-style:italic;left:3.573px;top:0px;">*See Note 7—Investment in Cenovus Energy, for additional information. </div></div></div><div id="a49373" style="position:absolute;font-weight:bold;left:4.693px;top:324.9px;">Research and Development Expenditures</div><div id="a49374" style="position:absolute;font-weight:normal;left:251.768px;top:324.9px;">—expensed</div><div id="a49377" style="position:absolute;font-weight:bold;left:387.955px;top:324.9px;">$</div><div id="a49379" style="position:absolute;font-weight:bold;left:450.355px;top:324.9px;">82 </div><div id="a49382" style="position:absolute;font-weight:normal;left:531.035px;top:324.9px;">78 </div><div id="a49385" style="position:absolute;font-weight:normal;left:604.795px;top:324.9px;">100 </div><div id="a49395" style="position:absolute;font-weight:bold;left:4.693px;top:361.3px;">Shipping and Handling Costs</div><div id="a49397" style="position:absolute;font-weight:bold;left:387.955px;top:361.3px;">$</div><div id="a49399" style="position:absolute;font-weight:bold;left:432.915px;top:361.3px;">1,008 </div><div id="a49402" style="position:absolute;font-weight:normal;left:513.555px;top:361.3px;">1,075 </div><div id="a49405" style="position:absolute;font-weight:normal;left:594.235px;top:361.3px;">1,050 </div><div id="a49415" style="position:absolute;font-weight:bold;left:4.693px;top:392.2px;">Foreign Currency Transaction (Gains) Losses</div><div id="a49416" style="position:absolute;font-weight:normal;left:278.488px;top:392.2px;">—after-tax</div><div id="a49427" style="position:absolute;font-weight:normal;left:4.693px;top:410.1px;">Alaska</div><div id="a49429" style="position:absolute;font-weight:bold;left:387.955px;top:410.1px;">$</div><div id="a49431" style="position:absolute;font-weight:bold;left:459.795px;top:410.1px;">- </div><div id="a49434" style="position:absolute;font-weight:normal;left:540.475px;top:410.1px;">- </div><div id="a49437" style="position:absolute;font-weight:normal;left:621.115px;top:410.1px;">- </div><div id="a49439" style="position:absolute;font-weight:normal;left:4.693px;top:428.1px;">Lower 48</div><div id="a49442" style="position:absolute;font-weight:bold;left:459.795px;top:428.1px;">- </div><div id="a49445" style="position:absolute;font-weight:normal;left:540.475px;top:428.1px;">- </div><div id="a49448" style="position:absolute;font-weight:normal;left:621.115px;top:428.1px;">- </div><div id="a49450" style="position:absolute;font-weight:normal;left:4.693px;top:446px;">Canada</div><div id="a49453" style="position:absolute;font-weight:bold;left:457.395px;top:446px;">5 </div><div id="a49456" style="position:absolute;font-weight:normal;left:525.715px;top:446px;">(11) </div><div id="a49459" style="position:absolute;font-weight:normal;left:618.715px;top:446px;">3 </div><div id="a49461" style="position:absolute;font-weight:normal;left:4.693px;top:463.9px;">Europe and North Africa</div><div id="a49464" style="position:absolute;font-weight:bold;left:459.795px;top:463.9px;">- </div><div id="a49467" style="position:absolute;font-weight:normal;left:525.715px;top:463.9px;">(26) </div><div id="a49470" style="position:absolute;font-weight:normal;left:618.715px;top:463.9px;">7 </div><div id="a49472" style="position:absolute;font-weight:normal;left:4.693px;top:481.9px;">Asia Pacific and Middle East</div><div id="a49475" style="position:absolute;font-weight:bold;left:450.355px;top:481.9px;">31 </div><div id="a49478" style="position:absolute;font-weight:normal;left:538.075px;top:481.9px;">3 </div><div id="a49481" style="position:absolute;font-weight:normal;left:611.675px;top:481.9px;">23 </div><div id="a49483" style="position:absolute;font-weight:normal;left:4.693px;top:499.8px;">Other International</div><div id="a49486" style="position:absolute;font-weight:bold;left:457.395px;top:499.8px;">1 </div><div id="a49489" style="position:absolute;font-weight:normal;left:540.475px;top:499.8px;">- </div><div id="a49492" style="position:absolute;font-weight:normal;left:618.715px;top:499.8px;">1 </div><div id="a49494" style="position:absolute;font-weight:normal;left:4.693px;top:517.7px;">Corporate and Other</div><div id="a49497" style="position:absolute;font-weight:bold;left:450.355px;top:517.7px;">21 </div><div id="a49500" style="position:absolute;font-weight:normal;left:531.035px;top:517.7px;">21 </div><div id="a49503" style="position:absolute;font-weight:normal;left:613.435px;top:517.7px;">(3) </div><div id="a49507" style="position:absolute;font-weight:bold;left:387.955px;top:536.3px;">$</div><div id="a49509" style="position:absolute;font-weight:bold;left:450.355px;top:536.3px;">58 </div><div id="a49512" style="position:absolute;font-weight:normal;left:525.715px;top:536.3px;">(13) </div><div id="a49515" style="position:absolute;font-weight:normal;left:611.675px;top:536.3px;">31 </div></div> 799000000 838000000 1114000000 36000000 67000000 103000000 835000000 905000000 1217000000 57000000 170000000 119000000 778000000 735000000 1098000000 166000000 97000000 112000000 649000000 -437000000 0 543000000 513000000 417000000 1358000000 173000000 529000000 82000000 78000000 100000000 1008000000 1075000000 1050000000 0 0 0 0 0 0 5000000 -11000000 3000000 0 -26000000 7000000 31000000 3000000 23000000 1000000 0 1000000 21000000 21000000 -3000000 58000000 -13000000 31000000 <div id="TextBlockContainer1120" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:116px;height:17px;display:inline-block;"><div id="div_1118_XBRL_CS_ff919f8cecba48dba1e3438dcd8d3cf2" style="position:absolute;left:0px;top:0px;float:left;"><div id="TextBlockContainer1119" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:116px;height:17px;display:inline-block;"><div id="a49520" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">Millions of Dollars</div></div></div></div> 88284000000 100657000000 3980000000 4662000000 5482000000 5278000000 97746000000 110597000000 42269000000 42269000000 45698000000 45698000000 <div id="TextBlockContainer1124" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:637px;height:233px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="div_1122_XBRL_CS_a62a4144db5746ee9d3f65156f4e5f3e" style="position:absolute;left:0px;top:0px;float:left;"><div id="TextBlockContainer1123" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:637px;height:233px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a49598" style="position:absolute;font-weight:bold;left:4.693px;top:0px;">Note 23—Related Party Transactions</div><div id="a49610" style="position:absolute;font-weight:normal;left:4.693px;top:30.1px;">Our related parties primarily include equity method<div style="display:inline-block;width:2.05px"> </div>investments and certain trusts for the benefit<div style="display:inline-block;width:2.08px"> </div>of employees.</div><div id="a49621" style="position:absolute;font-weight:normal;left:4.693px;top:62.4px;">Significant transactions with our equity affiliates<div style="display:inline-block;width:2.17px"> </div>were:<div style="display:inline-block;width:6.97px"> </div></div><div id="a49639" style="position:absolute;font-weight:normal;left:466.675px;top:92.5px;">Millions of Dollars</div><div id="a49643" style="position:absolute;font-weight:bold;left:457.875px;top:109.3px;">2019</div><div id="a49646" style="position:absolute;font-weight:normal;left:529.915px;top:109.3px;">2018</div><div id="a49649" style="position:absolute;font-weight:normal;left:601.915px;top:109.3px;">2017</div><div id="a49659" style="position:absolute;font-weight:normal;left:4.693px;top:141.3px;">Operating revenues and other income</div><div id="a49661" style="position:absolute;font-weight:bold;left:410.835px;top:141.3px;">$</div><div id="a49663" style="position:absolute;font-weight:bold;left:467.795px;top:141.3px;">89 </div><div id="a49666" style="position:absolute;font-weight:normal;left:539.835px;top:141.3px;">98 </div><div id="a49669" style="position:absolute;font-weight:normal;left:604.955px;top:141.3px;">107 </div><div id="a49671" style="position:absolute;font-weight:normal;left:4.693px;top:157.5px;">Purchases</div><div id="a49674" style="position:absolute;font-weight:bold;left:467.795px;top:157.5px;">38 </div><div id="a49677" style="position:absolute;font-weight:normal;left:539.835px;top:157.5px;">98 </div><div id="a49680" style="position:absolute;font-weight:normal;left:611.835px;top:157.5px;">99 </div><div id="a49682" style="position:absolute;font-weight:normal;left:4.693px;top:173.6px;">Operating expenses and selling, general and administrative<div style="display:inline-block;width:1.81px"> </div>expenses</div><div id="a49685" style="position:absolute;font-weight:bold;left:467.795px;top:173.6px;">65 </div><div id="a49688" style="position:absolute;font-weight:normal;left:539.835px;top:173.6px;">60 </div><div id="a49691" style="position:absolute;font-weight:normal;left:611.835px;top:173.6px;">59 </div><div id="a49693" style="position:absolute;font-weight:normal;left:4.693px;top:189.6px;">Net interest (income) expense*</div><div id="a49696" style="position:absolute;font-weight:bold;left:462.515px;top:189.6px;">(13) </div><div id="a49699" style="position:absolute;font-weight:normal;left:534.555px;top:189.6px;">(14) </div><div id="a49702" style="position:absolute;font-weight:normal;left:606.555px;top:189.6px;">(13) </div><div id="a49704" style="position:absolute;font-size:10.72px;font-weight:normal;font-style:italic;left:4.693px;top:207.6px;">*We paid interest to, or received interest from,<div style="display:inline-block;width:4.21px"> </div>various affiliates.<div style="display:inline-block;width:4.8px"> </div>See Note 6—Investments, Loans and Long-Term Receivables, for additional </div><div id="a49711" style="position:absolute;font-size:10.72px;font-weight:normal;font-style:italic;left:4.693px;top:220.5px;"><div style="display:inline-block;width:5.44px"> </div>information on loans to affiliated companies. </div></div></div></div><div id="TextBlockContainer1126" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:620px;height:33px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a49716" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">The table above includes transactions with the<div style="display:inline-block;width:2px"> </div>FCCL Partnership through the date of the<div style="display:inline-block;width:2.15px"> </div>sale.<div style="display:inline-block;width:6.91px"> </div>See Note 6—</div><div id="a49719" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">Investments, Loans and Long-Term Receivables, for additional information. </div></div> <div id="TextBlockContainer1123" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:637px;height:233px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a49598" style="position:absolute;font-weight:bold;left:4.693px;top:0px;">Note 23—Related Party Transactions</div><div id="a49610" style="position:absolute;font-weight:normal;left:4.693px;top:30.1px;">Our related parties primarily include equity method<div style="display:inline-block;width:2.05px"> </div>investments and certain trusts for the benefit<div style="display:inline-block;width:2.08px"> </div>of employees.</div><div id="a49621" style="position:absolute;font-weight:normal;left:4.693px;top:62.4px;">Significant transactions with our equity affiliates<div style="display:inline-block;width:2.17px"> </div>were:<div style="display:inline-block;width:6.97px"> </div></div><div id="a49639" style="position:absolute;font-weight:normal;left:466.675px;top:92.5px;">Millions of Dollars</div><div id="a49643" style="position:absolute;font-weight:bold;left:457.875px;top:109.3px;">2019</div><div id="a49646" style="position:absolute;font-weight:normal;left:529.915px;top:109.3px;">2018</div><div id="a49649" style="position:absolute;font-weight:normal;left:601.915px;top:109.3px;">2017</div><div id="a49659" style="position:absolute;font-weight:normal;left:4.693px;top:141.3px;">Operating revenues and other income</div><div id="a49661" style="position:absolute;font-weight:bold;left:410.835px;top:141.3px;">$</div><div id="a49663" style="position:absolute;font-weight:bold;left:467.795px;top:141.3px;">89 </div><div id="a49666" style="position:absolute;font-weight:normal;left:539.835px;top:141.3px;">98 </div><div id="a49669" style="position:absolute;font-weight:normal;left:604.955px;top:141.3px;">107 </div><div id="a49671" style="position:absolute;font-weight:normal;left:4.693px;top:157.5px;">Purchases</div><div id="a49674" style="position:absolute;font-weight:bold;left:467.795px;top:157.5px;">38 </div><div id="a49677" style="position:absolute;font-weight:normal;left:539.835px;top:157.5px;">98 </div><div id="a49680" style="position:absolute;font-weight:normal;left:611.835px;top:157.5px;">99 </div><div id="a49682" style="position:absolute;font-weight:normal;left:4.693px;top:173.6px;">Operating expenses and selling, general and administrative<div style="display:inline-block;width:1.81px"> </div>expenses</div><div id="a49685" style="position:absolute;font-weight:bold;left:467.795px;top:173.6px;">65 </div><div id="a49688" style="position:absolute;font-weight:normal;left:539.835px;top:173.6px;">60 </div><div id="a49691" style="position:absolute;font-weight:normal;left:611.835px;top:173.6px;">59 </div><div id="a49693" style="position:absolute;font-weight:normal;left:4.693px;top:189.6px;">Net interest (income) expense*</div><div id="a49696" style="position:absolute;font-weight:bold;left:462.515px;top:189.6px;">(13) </div><div id="a49699" style="position:absolute;font-weight:normal;left:534.555px;top:189.6px;">(14) </div><div id="a49702" style="position:absolute;font-weight:normal;left:606.555px;top:189.6px;">(13) </div><div id="a49704" style="position:absolute;font-size:10.72px;font-weight:normal;font-style:italic;left:4.693px;top:207.6px;">*We paid interest to, or received interest from,<div style="display:inline-block;width:4.21px"> </div>various affiliates.<div style="display:inline-block;width:4.8px"> </div>See Note 6—Investments, Loans and Long-Term Receivables, for additional </div><div id="a49711" style="position:absolute;font-size:10.72px;font-weight:normal;font-style:italic;left:4.693px;top:220.5px;"><div style="display:inline-block;width:5.44px"> </div>information on loans to affiliated companies. </div></div> 89000000 98000000 107000000 38000000 98000000 99000000 65000000 60000000 59000000 -13000000 -14000000 -13000000 <div id="TextBlockContainer1128" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:619px;height:65px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a49725" style="position:absolute;font-weight:bold;left:4.693px;top:0px;">Note 24—Sales and Other Operating Revenues </div><div id="a49729" style="position:absolute;font-weight:bold;left:4.693px;top:16.2px;"> </div><div id="a49730" style="position:absolute;font-weight:bold;left:4.693px;top:32.2px;">Revenue from Contracts with Customers</div><div id="a49732" style="position:absolute;font-family:Calibri;font-size:14.72px;font-weight:bold;color:#00B050;left:249.688px;top:31px;"> </div><div id="a49733" style="position:absolute;font-weight:normal;left:4.693px;top:48.3px;">The following table provides further disaggregation<div style="display:inline-block;width:1.99px"> </div>of our consolidated sales and other operating<div style="display:inline-block;width:2.04px"> </div>revenues: </div></div><div id="TextBlockContainer1131" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:116px;height:17px;display:inline-block;"><div id="a49742" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">Millions of Dollars</div></div><div id="TextBlockContainer1134" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:631px;height:97px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a49816" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">Revenues from contracts outside the scope of ASC<div style="display:inline-block;width:2.02px"> </div>Topic 606 relate primarily to physical gas contracts at </div><div id="a49819" style="position:absolute;font-weight:normal;left:4.693px;top:16.2px;">market prices which qualify as derivatives accounted<div style="display:inline-block;width:1.95px"> </div>for under ASC Topic 815, “Derivatives and Hedging,” </div><div id="a49820" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;">and for which we have not elected NPNS.<div style="display:inline-block;width:5.76px"> </div>There is no significant difference in contractual<div style="display:inline-block;width:2.13px"> </div>terms or the policy </div><div id="a49821" style="position:absolute;font-weight:normal;left:4.693px;top:48.3px;">for recognition of revenue from these contracts<div style="display:inline-block;width:2.13px"> </div>and those within the scope of ASC Topic 606.<div style="display:inline-block;width:6.37px"> </div>The following </div><div id="a49823" style="position:absolute;font-weight:normal;left:4.693px;top:64.3px;">disaggregation of revenues is provided in conjunction<div style="display:inline-block;width:1.84px"> </div>with Note 25—Segment Disclosures and Related </div><div id="a49827" style="position:absolute;font-weight:normal;left:4.693px;top:80.5px;">Information: </div></div><div id="TextBlockContainer1137" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:116px;height:17px;display:inline-block;"><div id="a49835" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">Millions of Dollars</div></div><div id="TextBlockContainer1141" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:116px;height:17px;display:inline-block;"><div id="a49919" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">Millions of Dollars</div></div><div id="TextBlockContainer1148" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:637px;height:468px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a49997" style="position:absolute;font-weight:bold;left:4.693px;top:0px;">Practical Expedients </div><div id="div_1144_XBRL_TS_8f5187a071274c54867b600ef64670b9" style="position:absolute;left:0px;top:16.2px;float:left;"><div id="TextBlockContainer1145" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:633px;height:130px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a49999" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">Typically,<div style="display:inline-block;width:5.22px"> </div>our commodity sales contracts are less than<div style="display:inline-block;width:2.12px"> </div>12 months in duration; however, in certain specific </div><div id="a50000" style="position:absolute;font-weight:normal;left:4.693px;top:16.2px;">cases may extend longer, which may be out to the end of<div style="display:inline-block;width:2.17px"> </div>field life.<div style="display:inline-block;width:6.64px"> </div></div><div id="a50000_69_34" style="position:absolute;font-weight:normal;left:384.374px;top:16.2px;">We have long-term commodity sales </div><div id="a50003" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;">contracts which use prevailing market prices at the time of delivery, and under these contracts, the market- </div><div id="a50006" style="position:absolute;font-weight:normal;left:4.693px;top:48.3px;">based variable consideration for each performance obligation (i.e., delivery of commodity) is allocated to each </div><div id="a50007" style="position:absolute;font-weight:normal;left:4.693px;top:64.3px;">wholly unsatisfied performance obligation within the contract. </div><div id="a50007_63_14" style="position:absolute;font-weight:normal;left:357.814px;top:64.3px;"><div style="display:inline-block;width:3.52px"> </div>Accordingly, </div><div id="a50007_77_30" style="position:absolute;font-weight:normal;left:438.294px;top:64.3px;">we have applied the practical </div><div id="a50009" style="position:absolute;font-weight:normal;left:4.693px;top:80.5px;">expedient allowed in ASC Topic 606 and do not disclose the aggregate amount of the transaction price </div><div id="a50010" style="position:absolute;font-weight:normal;left:4.693px;top:96.7px;">allocated to performance obligations or when we expect to recognize revenues that are unsatisfied (or partially </div><div id="a50011" style="position:absolute;font-weight:normal;left:4.693px;top:112.7px;">unsatisfied) as of the end of the reporting period. </div></div></div><div id="a50015" style="position:absolute;font-weight:normal;left:4.693px;top:145px;"> </div><div id="a50016" style="position:absolute;font-weight:bold;left:4.693px;top:161.2px;">Receivables and Contract Liabilities </div><div id="a50018" style="position:absolute;font-weight:bold;left:4.693px;top:177.2px;"> </div><div id="a50019" style="position:absolute;font-weight:normal;font-style:italic;left:4.693px;top:193.3px;">Receivables from Contracts with Customers </div><div id="a50021" style="position:absolute;font-weight:normal;left:4.693px;top:209.3px;">At December 31, 2019, the “Accounts and<div style="display:inline-block;width:2.15px"> </div>notes receivable” line on our consolidated<div style="display:inline-block;width:2.19px"> </div>balance sheet included </div><div id="a50029" style="position:absolute;font-weight:normal;left:4.693px;top:225.5px;">trade receivables of $</div><div id="a50029_22_5" style="position:absolute;font-weight:normal;left:124.848px;top:225.5px;">2,372 </div><div id="a50029_27_24" style="position:absolute;font-weight:normal;left:156.368px;top:225.5px;"><div style="display:inline-block;width:3.36px"> </div>million compared with $</div><div id="a50029_51_5" style="position:absolute;font-weight:normal;left:297.968px;top:225.5px;">2,889 </div><div id="a50029_56_49" style="position:absolute;font-weight:normal;left:329.368px;top:225.5px;"><div style="display:inline-block;width:3.52px"> </div>million at December 31, 2018, and included both </div><div id="a50040" style="position:absolute;font-weight:normal;left:4.693px;top:241.6px;">contracts with customers within the scope of ASC<div style="display:inline-block;width:2.06px"> </div>Topic 606 and those that are outside the scope of ASC </div><div id="a50041" style="position:absolute;font-weight:normal;left:4.693px;top:257.6px;">Topic 606.<div style="display:inline-block;width:7.66px"> </div></div><div id="a50041_12_97" style="position:absolute;font-weight:normal;left:72.373px;top:257.6px;">We typically receive payment within 30 days or less (depending on the terms of the invoice) once </div><div id="a50045" style="position:absolute;font-weight:normal;left:4.693px;top:273.8px;">delivery is made. </div><div id="a50045_19_92" style="position:absolute;font-weight:normal;left:107.733px;top:273.8px;">Revenues that are outside the scope of ASC Topic 606 relate primarily to<div style="display:inline-block;width:2.16px"> </div>physical gas sales </div><div id="a50046" style="position:absolute;font-weight:normal;left:4.693px;top:290px;">contracts at market prices for which we do not<div style="display:inline-block;width:2.03px"> </div>elect NPNS and are therefore accounted for<div style="display:inline-block;width:2.18px"> </div>as a derivative </div><div id="a50047" style="position:absolute;font-weight:normal;left:4.693px;top:306px;">under ASC Topic 815.<div style="display:inline-block;width:7.41px"> </div>There is little distinction in the nature<div style="display:inline-block;width:2.15px"> </div>of the customer or credit quality of trade </div><div id="a50050" style="position:absolute;font-weight:normal;left:4.693px;top:322.1px;">receivables associated with gas sold under contracts<div style="display:inline-block;width:1.95px"> </div>for which NPNS has not been elected<div style="display:inline-block;width:2.14px"> </div>compared with trade </div><div id="a50051" style="position:absolute;font-weight:normal;left:4.693px;top:338.1px;">receivables where NPNS has been elected.<div style="display:inline-block;width:12.63px"> </div></div><div id="a50053" style="position:absolute;font-weight:normal;font-style:italic;left:4.693px;top:354.3px;"> </div><div id="a50054" style="position:absolute;font-weight:normal;font-style:italic;left:4.693px;top:370.5px;">Contract Liabilities from Contracts with Customers </div><div id="div_1146_XBRL_TS_e4719a76ddab447e82f13873711f5451" style="position:absolute;left:0px;top:386.5px;float:left;"><div id="TextBlockContainer1147" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:632px;height:81px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a50056" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">We have entered into contractual arrangements where we license proprietary technology to customers related </div><div id="a50057" style="position:absolute;font-weight:normal;left:4.693px;top:16.2px;">to the optimization process for operating LNG plants. The agreements typically provide for negotiated </div><div id="a50059" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;">payments to be made at stated milestones. The payments are not directly related to our performance under the </div><div id="a50060" style="position:absolute;font-weight:normal;left:4.693px;top:48.3px;">contract and are recorded as deferred revenue to be recognized as revenue when the customer can utilize and </div><div id="a50061" style="position:absolute;font-weight:normal;left:4.693px;top:64.5px;">benefit from their right to use the license. Payments are received in installments over the construction period. </div></div></div></div><div id="TextBlockContainer1151" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:77px;height:33px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a50068" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">Millions of </div><div id="a50069" style="position:absolute;font-weight:normal;left:15.413px;top:16px;">Dollars</div></div><div id="TextBlockContainer1154" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:615px;height:17px;display:inline-block;"><div id="a50098" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">We expect to recognize the contract liabilities as of December 31, 2019, as revenue during 2021 and 2022. </div></div> <div id="TextBlockContainer1132" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:116px;height:17px;display:inline-block;"><div id="div_1130_XBRL_TS_e8e346d674bd4e18b0691eb01e2447b0" style="position:absolute;left:0px;top:0px;float:left;"><div id="TextBlockContainer1131" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:116px;height:17px;display:inline-block;"><div id="a49742" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">Millions of Dollars</div></div></div></div><div id="TextBlockContainer1138" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:116px;height:17px;display:inline-block;"><div id="div_1136_XBRL_TS_d824fba6c41d4025ac2acedc5bda55c4" style="position:absolute;left:0px;top:0px;float:left;"><div id="TextBlockContainer1137" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:116px;height:17px;display:inline-block;"><div id="a49835" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">Millions of Dollars</div></div></div></div><div id="TextBlockContainer1142" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:116px;height:17px;display:inline-block;"><div id="div_1140_XBRL_TS_c8d9adbf068644f88d5640432d630856" style="position:absolute;left:0px;top:0px;float:left;"><div id="TextBlockContainer1141" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:116px;height:17px;display:inline-block;"><div id="a49919" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">Millions of Dollars</div></div></div></div> 26106000000 28098000000 20525000000 6558000000 8218000000 8669000000 -97000000 101000000 -88000000 32567000000 36417000000 29106000000 4989000000 6358000000 6302000000 691000000 629000000 864000000 878000000 1231000000 1503000000 6558000000 8218000000 8669000000 804000000 1112000000 588000000 5313000000 6734000000 7811000000 441000000 372000000 270000000 6558000000 8218000000 8669000000 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. true 2372000000 2889000000 We typically receive payment within 30 days or less (depending on the terms of the invoice) once delivery is made. <div id="TextBlockContainer1147" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:632px;height:81px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a50056" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">We have entered into contractual arrangements where we license proprietary technology to customers related </div><div id="a50057" style="position:absolute;font-weight:normal;left:4.693px;top:16.2px;">to the optimization process for operating LNG plants. The agreements typically provide for negotiated </div><div id="a50059" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;">payments to be made at stated milestones. The payments are not directly related to our performance under the </div><div id="a50060" style="position:absolute;font-weight:normal;left:4.693px;top:48.3px;">contract and are recorded as deferred revenue to be recognized as revenue when the customer can utilize and </div><div id="a50061" style="position:absolute;font-weight:normal;left:4.693px;top:64.5px;">benefit from their right to use the license. Payments are received in installments over the construction period. </div></div> 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. <div id="TextBlockContainer1152" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:77px;height:33px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="div_1150_XBRL_TS_fb8962d9e8154165a2f215823fbb9f7d" style="position:absolute;left:0px;top:0px;float:left;"><div id="TextBlockContainer1151" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:77px;height:33px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a50068" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">Millions of </div><div id="a50069" style="position:absolute;font-weight:normal;left:15.413px;top:16px;">Dollars</div></div></div></div> 206000000 73000000 199000000 80000000 We expect to recognize the contract liabilities as of December 31, 2019, as revenue during 2021 and 2022. <div id="TextBlockContainer1156" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:639px;height:223px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a50117" style="position:absolute;font-weight:bold;left:4.693px;top:0px;">Note 25—Segment Disclosures and Related Information </div><div id="a50121" style="position:absolute;font-weight:normal;left:4.693px;top:16px;"> </div><div id="a50122" style="position:absolute;font-weight:normal;left:4.693px;top:31.5px;">We explore for, produce, transport and market crude oil, bitumen, natural gas, LNG and NGLs on<div style="display:inline-block;width:2.12px"> </div>a worldwide </div><div id="a50126" style="position:absolute;font-weight:normal;left:4.693px;top:46.7px;">basis.<div style="display:inline-block;width:6.88px"> </div>We manage our operations through </div><div id="a50126_41_3" style="position:absolute;font-weight:normal;left:244.408px;top:46.7px;-sec-ix-hidden:ID_2353;">six </div><div id="a50126_44_63" style="position:absolute;font-weight:normal;left:260.728px;top:46.7px;"><div style="display:inline-block;width:3.52px"> </div>operating segments, which are primarily defined<div style="display:inline-block;width:2.14px"> </div>by geographic </div><div id="a50130" style="position:absolute;font-weight:normal;left:4.693px;top:62.1px;">region: Alaska, Lower 48, Canada, Europe and<div style="display:inline-block;width:2.06px"> </div>North Africa, Asia Pacific and Middle East,<div style="display:inline-block;width:2.17px"> </div>and Other </div><div id="a50132" style="position:absolute;font-weight:normal;left:4.693px;top:77.5px;">International. </div><div id="a50134" style="position:absolute;font-weight:normal;left:4.693px;top:93.3px;"> </div><div id="a50135" style="position:absolute;font-weight:normal;left:4.693px;top:109.5px;">Corporate and Other represents costs not directly<div style="display:inline-block;width:2.04px"> </div>associated with an operating segment, such as most<div style="display:inline-block;width:2px"> </div>interest </div><div id="a50136" style="position:absolute;font-weight:normal;left:4.693px;top:125.5px;">expense, premiums on early retirement of debt,<div style="display:inline-block;width:2.14px"> </div>corporate overhead and certain technology activities,<div style="display:inline-block;width:1.85px"> </div>including </div><div id="a50138" style="position:absolute;font-weight:normal;left:4.693px;top:141.6px;">licensing revenues.<div style="display:inline-block;width:6.49px"> </div>Corporate assets include all cash and cash equivalents<div style="display:inline-block;width:1.81px"> </div>and short-term investments.<div style="display:inline-block;width:9.7px"> </div></div><div id="a50142" style="position:absolute;font-weight:normal;left:4.693px;top:157.8px;"> </div><div id="a50143" style="position:absolute;font-weight:normal;left:4.693px;top:173.8px;">We evaluate performance and allocate resources based on net income (loss) attributable<div style="display:inline-block;width:1.78px"> </div>to ConocoPhillips.<div style="display:inline-block;width:2.85px"> </div></div><div id="a50144" style="position:absolute;font-weight:normal;left:4.693px;top:189.9px;">Segment accounting policies are the same as those<div style="display:inline-block;width:1.99px"> </div>in Note 1—Accounting Policies.<div style="display:inline-block;width:6.15px"> </div>Intersegment sales are at </div><div id="a50149" style="position:absolute;font-weight:normal;left:4.693px;top:206.1px;">prices that approximate market.</div></div><div id="TextBlockContainer1160" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:635px;height:281px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="div_1158_XBRL_CS_28be862828744c34a56efbbcac8caea9" style="position:absolute;left:0px;top:0px;float:left;"><div id="TextBlockContainer1159" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:635px;height:281px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a50152" style="position:absolute;font-weight:bold;left:4.693px;top:0px;">Analysis of Results by Operating Segment</div><div id="a50170" style="position:absolute;font-weight:normal;left:468.435px;top:31.4px;">Millions of Dollars</div><div id="a50175" style="position:absolute;font-weight:bold;left:461.555px;top:48.2px;">2019</div><div id="a50178" style="position:absolute;font-weight:normal;left:532.155px;top:48.2px;">2018</div><div id="a50181" style="position:absolute;font-weight:normal;left:602.715px;top:48.2px;">2017</div><div id="a50183" style="position:absolute;font-weight:bold;left:4.693px;top:66.7px;">Sales and Other Operating Revenues</div><div id="a50191" style="position:absolute;font-weight:normal;left:4.693px;top:82.9px;">Alaska</div><div id="a50193" style="position:absolute;font-weight:bold;left:413.555px;top:82.9px;">$</div><div id="a50195" style="position:absolute;font-weight:bold;left:454.035px;top:82.9px;">5,483 </div><div id="a50198" style="position:absolute;font-weight:normal;left:524.595px;top:82.9px;">5,740 </div><div id="a50201" style="position:absolute;font-weight:normal;left:595.195px;top:82.9px;">4,224 </div><div id="a50203" style="position:absolute;font-weight:normal;left:4.693px;top:99.5px;">Lower 48</div><div id="a50206" style="position:absolute;font-weight:bold;left:446.995px;top:99.5px;">15,514 </div><div id="a50209" style="position:absolute;font-weight:normal;left:517.555px;top:99.5px;">17,029 </div><div id="a50212" style="position:absolute;font-weight:normal;left:588.155px;top:99.5px;">12,968 </div><div id="a50214" style="position:absolute;font-weight:normal;left:4.693px;top:115.7px;">Intersegment eliminations</div><div id="a50217" style="position:absolute;font-weight:bold;left:466.195px;top:115.7px;">(46) </div><div id="a50220" style="position:absolute;font-weight:normal;left:536.795px;top:115.7px;">(40) </div><div id="a50223" style="position:absolute;font-weight:normal;left:614.395px;top:115.7px;">(4) </div><div id="a50226" style="position:absolute;font-weight:normal;left:15.093px;top:132.5px;">Lower 48</div><div id="a50229" style="position:absolute;font-weight:bold;left:446.995px;top:132.5px;">15,468 </div><div id="a50232" style="position:absolute;font-weight:normal;left:517.555px;top:132.5px;">16,989 </div><div id="a50235" style="position:absolute;font-weight:normal;left:588.155px;top:132.5px;">12,964 </div><div id="a50237" style="position:absolute;font-weight:normal;left:4.693px;top:149.3px;">Canada</div><div id="a50240" style="position:absolute;font-weight:bold;left:454.035px;top:149.3px;">2,910 </div><div id="a50243" style="position:absolute;font-weight:normal;left:524.595px;top:149.3px;">3,184 </div><div id="a50246" style="position:absolute;font-weight:normal;left:595.195px;top:149.3px;">3,178 </div><div id="a50248" style="position:absolute;font-weight:normal;left:4.693px;top:165.3px;">Intersegment eliminations</div><div id="a50251" style="position:absolute;font-weight:bold;left:448.755px;top:165.3px;">(1,141) </div><div id="a50254" style="position:absolute;font-weight:normal;left:519.315px;top:165.3px;">(1,160) </div><div id="a50257" style="position:absolute;font-weight:normal;left:600.315px;top:165.3px;">(559) </div><div id="a50260" style="position:absolute;font-weight:normal;left:15.093px;top:182.1px;">Canada</div><div id="a50263" style="position:absolute;font-weight:bold;left:454.035px;top:182.1px;">1,769 </div><div id="a50266" style="position:absolute;font-weight:normal;left:524.595px;top:182.1px;">2,024 </div><div id="a50269" style="position:absolute;font-weight:normal;left:595.195px;top:182.1px;">2,619 </div><div id="a50271" style="position:absolute;font-weight:normal;left:4.693px;top:198.9px;">Europe and North Africa</div><div id="a50274" style="position:absolute;font-weight:bold;left:454.035px;top:198.9px;">5,101 </div><div id="a50277" style="position:absolute;font-weight:normal;left:524.595px;top:198.9px;">6,635 </div><div id="a50280" style="position:absolute;font-weight:normal;left:595.195px;top:198.9px;">5,181 </div><div id="a50282" style="position:absolute;font-weight:normal;left:4.693px;top:214.9px;">Asia Pacific and Middle East</div><div id="a50286" style="position:absolute;font-weight:bold;left:454.035px;top:214.9px;">4,525 </div><div id="a50289" style="position:absolute;font-weight:normal;left:524.595px;top:214.9px;">4,861 </div><div id="a50292" style="position:absolute;font-weight:normal;left:595.195px;top:214.9px;">4,014 </div><div id="a50294" style="position:absolute;font-weight:normal;left:4.693px;top:231.1px;">Other International</div><div id="a50297" style="position:absolute;font-weight:bold;left:480.915px;top:231.1px;">- </div><div id="a50300" style="position:absolute;font-weight:normal;left:551.515px;top:231.1px;">- </div><div id="a50303" style="position:absolute;font-weight:normal;left:622.075px;top:231.1px;">- </div><div id="a50305" style="position:absolute;font-weight:normal;left:4.693px;top:247.2px;">Corporate and Other</div><div id="a50308" style="position:absolute;font-weight:bold;left:464.595px;top:247.2px;">221 </div><div id="a50311" style="position:absolute;font-weight:normal;left:535.195px;top:247.2px;">168 </div><div id="a50314" style="position:absolute;font-weight:normal;left:605.755px;top:247.2px;">104 </div><div id="a50316" style="position:absolute;font-weight:normal;left:4.693px;top:263.9px;">Consolidated sales and other operating revenues</div><div id="a50318" style="position:absolute;font-weight:bold;left:413.555px;top:263.9px;">$</div><div id="a50320" style="position:absolute;font-weight:bold;left:446.995px;top:263.9px;">32,567 </div><div id="a50323" style="position:absolute;font-weight:normal;left:517.555px;top:263.9px;">36,417 </div><div id="a50326" style="position:absolute;font-weight:normal;left:588.155px;top:263.9px;">29,106 </div></div></div></div><div id="TextBlockContainer1164" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:631px;height:206px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="div_1162_XBRL_CS_4f613fbabdee4eff88c9343d48b094e7" style="position:absolute;left:0px;top:0px;float:left;"><div id="TextBlockContainer1163" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:631px;height:206px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a50329" style="position:absolute;font-weight:bold;left:4.693px;top:0px;">Depreciation, Depletion, Amortization and Impairments</div><div id="a50337" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">Alaska</div><div id="a50339" style="position:absolute;font-weight:bold;left:408.595px;top:16px;">$</div><div id="a50341" style="position:absolute;font-weight:bold;left:464.915px;top:16px;">805 </div><div id="a50344" style="position:absolute;font-weight:normal;left:534.875px;top:16px;">760 </div><div id="a50347" style="position:absolute;font-weight:normal;left:594.235px;top:16px;">1,026 </div><div id="a50349" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;">Lower 48</div><div id="a50352" style="position:absolute;font-weight:bold;left:454.355px;top:32.2px;">3,224 </div><div id="a50355" style="position:absolute;font-weight:normal;left:524.275px;top:32.2px;">2,370 </div><div id="a50358" style="position:absolute;font-weight:normal;left:594.235px;top:32.2px;">6,693 </div><div id="a50360" style="position:absolute;font-weight:normal;left:4.693px;top:48.2px;">Canada</div><div id="a50363" style="position:absolute;font-weight:bold;left:464.915px;top:48.2px;">232 </div><div id="a50366" style="position:absolute;font-weight:normal;left:534.875px;top:48.2px;">324 </div><div id="a50369" style="position:absolute;font-weight:normal;left:604.795px;top:48.2px;">461 </div><div id="a50371" style="position:absolute;font-weight:normal;left:4.693px;top:64.3px;">Europe and North Africa</div><div id="a50374" style="position:absolute;font-weight:bold;left:464.915px;top:64.3px;">887 </div><div id="a50377" style="position:absolute;font-weight:normal;left:524.275px;top:64.3px;">1,041 </div><div id="a50380" style="position:absolute;font-weight:normal;left:594.235px;top:64.3px;">1,313 </div><div id="a50382" style="position:absolute;font-weight:normal;left:4.693px;top:80.5px;">Asia Pacific and Middle East</div><div id="a50385" style="position:absolute;font-weight:bold;left:454.355px;top:80.5px;">1,285 </div><div id="a50388" style="position:absolute;font-weight:normal;left:524.275px;top:80.5px;">1,382 </div><div id="a50391" style="position:absolute;font-weight:normal;left:594.235px;top:80.5px;">3,819 </div><div id="a50393" style="position:absolute;font-weight:normal;left:4.693px;top:96.5px;">Other International</div><div id="a50396" style="position:absolute;font-weight:bold;left:481.235px;top:96.5px;">- </div><div id="a50399" style="position:absolute;font-weight:normal;left:551.195px;top:96.5px;">- </div><div id="a50402" style="position:absolute;font-weight:normal;left:621.115px;top:96.5px;">- </div><div id="a50404" style="position:absolute;font-weight:normal;left:4.693px;top:112.6px;">Corporate and Other</div><div id="a50407" style="position:absolute;font-weight:bold;left:471.795px;top:112.6px;">62 </div><div id="a50410" style="position:absolute;font-weight:normal;left:534.875px;top:112.6px;">106 </div><div id="a50413" style="position:absolute;font-weight:normal;left:604.795px;top:112.6px;">134 </div><div id="a50415" style="position:absolute;font-weight:normal;left:4.693px;top:129.4px;">Consolidated depreciation, depletion, amortization<div style="display:inline-block;width:2px"> </div>and impairments</div><div id="a50417" style="position:absolute;font-weight:bold;left:408.595px;top:129.4px;">$</div><div id="a50419" style="position:absolute;font-weight:bold;left:454.355px;top:129.4px;">6,495 </div><div id="a50422" style="position:absolute;font-weight:normal;left:524.275px;top:129.4px;">5,983 </div><div id="a50425" style="position:absolute;font-weight:normal;left:587.195px;top:129.4px;">13,446 </div><div id="a50443" style="position:absolute;font-weight:normal;left:4.693px;top:173.5px;">The market for our products is large and diverse, therefore,<div style="display:inline-block;width:1.95px"> </div>our sales and other operating revenues are not </div><div id="a50444" style="position:absolute;font-weight:normal;left:4.693px;top:189.6px;">dependent upon any single customer.</div></div></div></div><div id="TextBlockContainer1167" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:116px;height:17px;display:inline-block;"><div id="a50451" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">Millions of Dollars</div></div><div id="TextBlockContainer1172" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:635px;height:159px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="div_1170_XBRL_CS_9ea483a1fdda458f86d88fa490ba06a6" style="position:absolute;left:0px;top:0px;float:left;"><div id="TextBlockContainer1171" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:635px;height:159px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a50561" style="position:absolute;font-weight:bold;left:4.693px;top:0px;">Income Taxes</div><div id="a50569" style="position:absolute;font-weight:normal;left:4.693px;top:17.9px;">Alaska</div><div id="a50571" style="position:absolute;font-weight:bold;left:386.835px;top:17.9px;">$</div><div id="a50573" style="position:absolute;font-weight:bold;left:442.835px;top:17.9px;">472 </div><div id="a50576" style="position:absolute;font-weight:normal;left:523.955px;top:17.9px;">376 </div><div id="a50579" style="position:absolute;font-weight:normal;left:599.515px;top:17.9px;">(689) </div><div id="a50581" style="position:absolute;font-weight:normal;left:4.693px;top:33.9px;">Lower 48</div><div id="a50584" style="position:absolute;font-weight:bold;left:442.835px;top:35.8px;">137 </div><div id="a50587" style="position:absolute;font-weight:normal;left:523.955px;top:35.8px;">474 </div><div id="a50590" style="position:absolute;font-weight:normal;left:589.115px;top:35.8px;">(2,453) </div><div id="a50592" style="position:absolute;font-weight:normal;left:4.693px;top:51.9px;">Canada</div><div id="a50595" style="position:absolute;font-weight:bold;left:444.435px;top:53.6px;">(43) </div><div id="a50598" style="position:absolute;font-weight:normal;left:525.555px;top:53.6px;">(96) </div><div id="a50601" style="position:absolute;font-weight:normal;left:599.515px;top:53.6px;">(616) </div><div id="a50603" style="position:absolute;font-weight:normal;left:4.693px;top:69.8px;">Europe and North Africa</div><div id="a50606" style="position:absolute;font-weight:bold;left:432.275px;top:71.6px;">1,435 </div><div id="a50609" style="position:absolute;font-weight:normal;left:513.395px;top:71.6px;">2,265 </div><div id="a50612" style="position:absolute;font-weight:normal;left:594.395px;top:71.6px;">1,165 </div><div id="a50614" style="position:absolute;font-weight:normal;left:4.693px;top:87.7px;">Asia Pacific and Middle East</div><div id="a50617" style="position:absolute;font-weight:bold;left:442.835px;top:89.5px;">491 </div><div id="a50620" style="position:absolute;font-weight:normal;left:523.955px;top:89.5px;">722 </div><div id="a50623" style="position:absolute;font-weight:normal;left:604.955px;top:89.5px;">351 </div><div id="a50625" style="position:absolute;font-weight:normal;left:4.693px;top:105.6px;">Other International</div><div id="a50628" style="position:absolute;font-weight:bold;left:456.755px;top:107.4px;">8 </div><div id="a50631" style="position:absolute;font-weight:normal;left:530.875px;top:107.4px;">30 </div><div id="a50634" style="position:absolute;font-weight:normal;left:611.835px;top:107.4px;">21 </div><div id="a50636" style="position:absolute;font-weight:normal;left:4.693px;top:123.6px;">Corporate and Other</div><div id="a50639" style="position:absolute;font-weight:bold;left:437.395px;top:125.3px;">(233) </div><div id="a50642" style="position:absolute;font-weight:normal;left:518.515px;top:125.3px;">(103) </div><div id="a50645" style="position:absolute;font-weight:normal;left:604.955px;top:125.3px;">399 </div><div id="a50647" style="position:absolute;font-weight:normal;left:4.693px;top:142.1px;">Consolidated income taxes</div><div id="a50649" style="position:absolute;font-weight:bold;left:386.835px;top:142.1px;">$</div><div id="a50651" style="position:absolute;font-weight:bold;left:432.275px;top:142.1px;">2,267 </div><div id="a50654" style="position:absolute;font-weight:normal;left:513.395px;top:142.1px;">3,668 </div><div id="a50657" style="position:absolute;font-weight:normal;left:589.115px;top:142.1px;">(1,822) </div></div></div></div><div id="TextBlockContainer1176" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:635px;height:161px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="div_1174_XBRL_CS_6d052a08621f49be979ebba75ba82daf" style="position:absolute;left:0px;top:0px;float:left;"><div id="TextBlockContainer1175" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:635px;height:161px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a50660" style="position:absolute;font-weight:bold;left:4.693px;top:0px;">Net Income (Loss) Attributable to ConocoPhillips</div><div id="a50668" style="position:absolute;font-weight:normal;left:4.693px;top:17.9px;">Alaska</div><div id="a50670" style="position:absolute;font-weight:bold;left:386.835px;top:17.9px;">$</div><div id="a50672" style="position:absolute;font-weight:bold;left:432.275px;top:19.7px;">1,520 </div><div id="a50675" style="position:absolute;font-weight:normal;left:513.395px;top:19.7px;">1,814 </div><div id="a50678" style="position:absolute;font-weight:normal;left:594.395px;top:19.7px;">1,466 </div><div id="a50680" style="position:absolute;font-weight:normal;left:4.693px;top:35.8px;">Lower 48</div><div id="a50683" style="position:absolute;font-weight:bold;left:442.835px;top:37.6px;">436 </div><div id="a50686" style="position:absolute;font-weight:normal;left:513.395px;top:37.6px;">1,747 </div><div id="a50689" style="position:absolute;font-weight:normal;left:589.115px;top:37.6px;">(2,371) </div><div id="a50691" style="position:absolute;font-weight:normal;left:4.693px;top:53.8px;">Canada</div><div id="a50694" style="position:absolute;font-weight:bold;left:442.835px;top:55.5px;">279 </div><div id="a50697" style="position:absolute;font-weight:normal;left:530.875px;top:55.5px;">63 </div><div id="a50700" style="position:absolute;font-weight:normal;left:594.395px;top:55.5px;">2,564 </div><div id="a50702" style="position:absolute;font-weight:normal;left:4.693px;top:71.7px;">Europe and North Africa</div><div id="a50705" style="position:absolute;font-weight:bold;left:432.275px;top:73.4px;">2,724 </div><div id="a50708" style="position:absolute;font-weight:normal;left:513.395px;top:73.4px;">1,866 </div><div id="a50711" style="position:absolute;font-weight:normal;left:604.955px;top:73.4px;">553 </div><div id="a50713" style="position:absolute;font-weight:normal;left:4.693px;top:89.6px;">Asia Pacific and Middle East</div><div id="a50716" style="position:absolute;font-weight:bold;left:432.275px;top:91.4px;">1,929 </div><div id="a50719" style="position:absolute;font-weight:normal;left:513.395px;top:91.4px;">2,070 </div><div id="a50722" style="position:absolute;font-weight:normal;left:589.115px;top:91.4px;">(1,098) </div><div id="a50724" style="position:absolute;font-weight:normal;left:4.693px;top:107.4px;">Other International</div><div id="a50727" style="position:absolute;font-weight:bold;left:442.835px;top:109.3px;">263 </div><div id="a50730" style="position:absolute;font-weight:normal;left:523.955px;top:109.3px;">364 </div><div id="a50733" style="position:absolute;font-weight:normal;left:604.955px;top:109.3px;">167 </div><div id="a50735" style="position:absolute;font-weight:normal;left:4.693px;top:125.3px;">Corporate and Other</div><div id="a50738" style="position:absolute;font-weight:bold;left:449.715px;top:127.2px;">38 </div><div id="a50741" style="position:absolute;font-weight:normal;left:508.115px;top:127.2px;">(1,667) </div><div id="a50744" style="position:absolute;font-weight:normal;left:589.115px;top:127.2px;">(2,136) </div><div id="a50746" style="position:absolute;font-weight:normal;left:4.693px;top:143.9px;">Consolidated net income (loss) attributable<div style="display:inline-block;width:2.05px"> </div>to ConocoPhillips</div><div id="a50748" style="position:absolute;font-weight:bold;left:386.835px;top:143.9px;">$</div><div id="a50750" style="position:absolute;font-weight:bold;left:432.275px;top:143.9px;">7,189 </div><div id="a50753" style="position:absolute;font-weight:normal;left:513.395px;top:143.9px;">6,257 </div><div id="a50756" style="position:absolute;font-weight:normal;left:599.515px;top:143.9px;">(855) </div></div></div></div><div id="TextBlockContainer1180" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:631px;height:146px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="div_1178_XBRL_CS_fb34b9515b3a44f881efc79fbdfeb24a" style="position:absolute;left:0px;top:0px;float:left;"><div id="TextBlockContainer1179" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:631px;height:146px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a50759" style="position:absolute;font-weight:bold;left:4.693px;top:0px;">Investments in and Advances to Affiliates</div><div id="a50767" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">Alaska</div><div id="a50769" style="position:absolute;font-weight:bold;left:386.835px;top:16px;">$</div><div id="a50771" style="position:absolute;font-weight:bold;left:449.715px;top:16px;">83 </div><div id="a50774" style="position:absolute;font-weight:normal;left:530.875px;top:16px;">86 </div><div id="a50777" style="position:absolute;font-weight:normal;left:611.835px;top:16px;">56 </div><div id="a50779" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;">Lower 48</div><div id="a50782" style="position:absolute;font-weight:bold;left:449.715px;top:32.2px;">35 </div><div id="a50785" style="position:absolute;font-weight:normal;left:523.955px;top:32.2px;">378 </div><div id="a50788" style="position:absolute;font-weight:normal;left:604.955px;top:32.2px;">402 </div><div id="a50790" style="position:absolute;font-weight:normal;left:4.693px;top:48.2px;">Canada</div><div id="a50793" style="position:absolute;font-weight:bold;left:459.155px;top:48.2px;">- </div><div id="a50796" style="position:absolute;font-weight:normal;left:540.315px;top:48.2px;">- </div><div id="a50799" style="position:absolute;font-weight:normal;left:621.275px;top:48.2px;">- </div><div id="a50801" style="position:absolute;font-weight:normal;left:4.693px;top:64.3px;">Europe and North Africa</div><div id="a50804" style="position:absolute;font-weight:bold;left:449.715px;top:64.3px;">54 </div><div id="a50807" style="position:absolute;font-weight:normal;left:530.875px;top:64.3px;">55 </div><div id="a50810" style="position:absolute;font-weight:normal;left:611.835px;top:64.3px;">55 </div><div id="a50812" style="position:absolute;font-weight:normal;left:4.693px;top:80.5px;">Asia Pacific and Middle East</div><div id="a50815" style="position:absolute;font-weight:bold;left:432.275px;top:80.5px;">8,281 </div><div id="a50818" style="position:absolute;font-weight:normal;left:513.395px;top:80.5px;">8,821 </div><div id="a50821" style="position:absolute;font-weight:normal;left:594.395px;top:80.5px;">9,077 </div><div id="a50823" style="position:absolute;font-weight:normal;left:4.693px;top:96.5px;">Other International</div><div id="a50826" style="position:absolute;font-weight:bold;left:459.155px;top:96.5px;">- </div><div id="a50829" style="position:absolute;font-weight:normal;left:540.315px;top:96.5px;">- </div><div id="a50832" style="position:absolute;font-weight:normal;left:621.275px;top:96.5px;">- </div><div id="a50834" style="position:absolute;font-weight:normal;left:4.693px;top:112.6px;">Corporate and Other</div><div id="a50837" style="position:absolute;font-weight:bold;left:459.155px;top:112.6px;">- </div><div id="a50840" style="position:absolute;font-weight:normal;left:540.315px;top:112.6px;">- </div><div id="a50843" style="position:absolute;font-weight:normal;left:621.275px;top:112.6px;">- </div><div id="a50845" style="position:absolute;font-weight:normal;left:4.693px;top:129.4px;">Consolidated investments in and advances to affiliates</div><div id="a50847" style="position:absolute;font-weight:bold;left:386.835px;top:129.4px;">$</div><div id="a50849" style="position:absolute;font-weight:bold;left:432.275px;top:129.4px;">8,453 </div><div id="a50852" style="position:absolute;font-weight:normal;left:513.395px;top:129.4px;">9,340 </div><div id="a50855" style="position:absolute;font-weight:normal;left:594.395px;top:129.4px;">9,590 </div></div></div></div><div id="TextBlockContainer1183" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:116px;height:17px;display:inline-block;"><div id="a50861" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">Millions of Dollars</div></div><div id="TextBlockContainer1187" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:628px;height:146px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a50972" style="position:absolute;font-weight:bold;left:4.693px;top:0px;">Capital Expenditures and Investments</div><div id="a50980" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">Alaska</div><div id="a50982" style="position:absolute;font-weight:bold;left:386.835px;top:16px;">$</div><div id="a50984" style="position:absolute;font-weight:bold;left:432.275px;top:16px;">1,513 </div><div id="a50987" style="position:absolute;font-weight:normal;left:513.395px;top:16px;">1,298 </div><div id="a50990" style="position:absolute;font-weight:normal;left:604.955px;top:16px;">815 </div><div id="a50992" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;">Lower 48</div><div id="a50995" style="position:absolute;font-weight:bold;left:432.275px;top:32.2px;">3,394 </div><div id="a50998" style="position:absolute;font-weight:normal;left:513.395px;top:32.2px;">3,184 </div><div id="a51001" style="position:absolute;font-weight:normal;left:594.395px;top:32.2px;">2,136 </div><div id="a51003" style="position:absolute;font-weight:normal;left:4.693px;top:48.4px;">Canada</div><div id="a51006" style="position:absolute;font-weight:bold;left:442.835px;top:48.4px;">368 </div><div id="a51009" style="position:absolute;font-weight:normal;left:523.955px;top:48.4px;">477 </div><div id="a51012" style="position:absolute;font-weight:normal;left:604.955px;top:48.4px;">202 </div><div id="a51014" style="position:absolute;font-weight:normal;left:4.693px;top:64.4px;">Europe and North Africa</div><div id="a51017" style="position:absolute;font-weight:bold;left:442.835px;top:64.4px;">708 </div><div id="a51020" style="position:absolute;font-weight:normal;left:523.955px;top:64.4px;">877 </div><div id="a51023" style="position:absolute;font-weight:normal;left:604.955px;top:64.4px;">872 </div><div id="a51025" style="position:absolute;font-weight:normal;left:4.693px;top:80.5px;">Asia Pacific and Middle East</div><div id="a51029" style="position:absolute;font-weight:bold;left:442.835px;top:80.5px;">584 </div><div id="a51032" style="position:absolute;font-weight:normal;left:523.955px;top:80.5px;">718 </div><div id="a51035" style="position:absolute;font-weight:normal;left:604.955px;top:80.5px;">482 </div><div id="a51037" style="position:absolute;font-weight:normal;left:4.693px;top:96.7px;">Other International</div><div id="a51040" style="position:absolute;font-weight:bold;left:456.755px;top:96.7px;">8 </div><div id="a51043" style="position:absolute;font-weight:normal;left:537.915px;top:96.7px;">6 </div><div id="a51046" style="position:absolute;font-weight:normal;left:611.835px;top:96.7px;">21 </div><div id="a51048" style="position:absolute;font-weight:normal;left:4.693px;top:112.7px;">Corporate and Other</div><div id="a51051" style="position:absolute;font-weight:bold;left:449.715px;top:112.7px;">61 </div><div id="a51054" style="position:absolute;font-weight:normal;left:523.955px;top:112.7px;">190 </div><div id="a51057" style="position:absolute;font-weight:normal;left:611.835px;top:112.7px;">63 </div><div id="a51059" style="position:absolute;font-weight:normal;left:4.693px;top:129.5px;">Consolidated capital expenditures and investments</div><div id="a51061" style="position:absolute;font-weight:bold;left:386.835px;top:129.5px;">$</div><div id="a51063" style="position:absolute;font-weight:bold;left:432.275px;top:129.5px;">6,636 </div><div id="a51066" style="position:absolute;font-weight:normal;left:513.395px;top:129.5px;">6,750 </div><div id="a51069" style="position:absolute;font-weight:normal;left:594.395px;top:129.5px;">4,591 </div></div><div id="TextBlockContainer1191" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:625px;height:185px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a51072" style="position:absolute;font-weight:bold;left:4.693px;top:0px;">Interest Income and Expense</div><div id="a51080" style="position:absolute;font-weight:normal;left:4.693px;top:16.2px;">Interest income</div><div id="a51089" style="position:absolute;font-weight:normal;left:14.773px;top:32.2px;">Alaska</div><div id="a51091" style="position:absolute;font-weight:bold;left:386.835px;top:32.2px;">$</div><div id="a51093" style="position:absolute;font-weight:bold;left:453.715px;top:32.2px;">- </div><div id="a51096" style="position:absolute;font-weight:normal;left:534.875px;top:32.2px;">- </div><div id="a51099" style="position:absolute;font-weight:normal;left:615.835px;top:32.2px;">- </div><div id="a51102" style="position:absolute;font-weight:normal;left:14.773px;top:48.3px;">Lower 48 </div><div id="a51105" style="position:absolute;font-weight:bold;left:453.715px;top:48.3px;">- </div><div id="a51108" style="position:absolute;font-weight:normal;left:534.875px;top:48.3px;">- </div><div id="a51111" style="position:absolute;font-weight:normal;left:615.835px;top:48.3px;">- </div><div id="a51114" style="position:absolute;font-weight:normal;left:14.773px;top:64.5px;">Canada</div><div id="a51117" style="position:absolute;font-weight:bold;left:453.715px;top:64.5px;">- </div><div id="a51120" style="position:absolute;font-weight:normal;left:534.875px;top:64.5px;">- </div><div id="a51123" style="position:absolute;font-weight:normal;left:615.835px;top:64.5px;">- </div><div id="a51126" style="position:absolute;font-weight:normal;left:14.773px;top:80.5px;">Europe and North Africa</div><div id="a51129" style="position:absolute;font-weight:bold;left:451.315px;top:80.5px;">2 </div><div id="a51132" style="position:absolute;font-weight:normal;left:532.475px;top:80.5px;">2 </div><div id="a51135" style="position:absolute;font-weight:normal;left:613.435px;top:80.5px;">2 </div><div id="a51138" style="position:absolute;font-weight:normal;left:14.773px;top:98.4px;">Asia Pacific and Middle East</div><div id="a51141" style="position:absolute;font-weight:bold;left:444.275px;top:98.4px;">15 </div><div id="a51144" style="position:absolute;font-weight:normal;left:525.395px;top:98.4px;">15 </div><div id="a51147" style="position:absolute;font-weight:normal;left:613.435px;top:98.4px;">9 </div><div id="a51150" style="position:absolute;font-weight:normal;left:14.773px;top:116.3px;">Other International</div><div id="a51153" style="position:absolute;font-weight:bold;left:453.715px;top:116.3px;">- </div><div id="a51156" style="position:absolute;font-weight:normal;left:534.875px;top:116.3px;">- </div><div id="a51159" style="position:absolute;font-weight:normal;left:615.835px;top:116.3px;">- </div><div id="a51162" style="position:absolute;font-weight:normal;left:14.773px;top:134.3px;">Corporate and Other</div><div id="a51165" style="position:absolute;font-weight:bold;left:437.395px;top:134.3px;">149 </div><div id="a51168" style="position:absolute;font-weight:normal;left:525.395px;top:134.3px;">80 </div><div id="a51171" style="position:absolute;font-weight:normal;left:599.515px;top:134.3px;">101 </div><div id="a51173" style="position:absolute;font-weight:normal;left:4.693px;top:152.2px;">Interest and debt expense</div><div id="a51182" style="position:absolute;font-weight:normal;left:14.773px;top:168.2px;">Corporate and Other</div><div id="a51184" style="position:absolute;font-weight:bold;left:386.835px;top:168.2px;">$</div><div id="a51186" style="position:absolute;font-weight:bold;left:437.395px;top:168.2px;">778 </div><div id="a51189" style="position:absolute;font-weight:normal;left:518.515px;top:168.2px;">735 </div><div id="a51192" style="position:absolute;font-weight:normal;left:588.955px;top:168.2px;">1,098 </div></div><div id="TextBlockContainer1195" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:628px;height:113px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a51195" style="position:absolute;font-weight:bold;left:4.693px;top:0px;">Sales and Other Operating Revenues by<div style="display:inline-block;width:2.18px"> </div>Product</div><div id="a51203" style="position:absolute;font-weight:normal;left:4.693px;top:16.2px;">Crude oil </div><div id="a51205" style="position:absolute;font-weight:bold;left:386.835px;top:16.2px;">$</div><div id="a51207" style="position:absolute;font-weight:bold;left:425.235px;top:16.2px;">18,482 </div><div id="a51210" style="position:absolute;font-weight:normal;left:506.355px;top:16.2px;">19,571 </div><div id="a51213" style="position:absolute;font-weight:normal;left:587.355px;top:16.2px;">13,260 </div><div id="a51215" style="position:absolute;font-weight:normal;left:4.693px;top:32.3px;">Natural gas</div><div id="a51218" style="position:absolute;font-weight:bold;left:432.275px;top:32.3px;">8,715 </div><div id="a51221" style="position:absolute;font-weight:normal;left:506.355px;top:32.3px;">10,720 </div><div id="a51224" style="position:absolute;font-weight:normal;left:587.355px;top:32.3px;">10,773 </div><div id="a51226" style="position:absolute;font-weight:normal;left:4.693px;top:48.3px;">Natural gas liquids</div><div id="a51229" style="position:absolute;font-weight:bold;left:442.835px;top:48.3px;">814 </div><div id="a51232" style="position:absolute;font-weight:normal;left:513.395px;top:48.3px;">1,114 </div><div id="a51235" style="position:absolute;font-weight:normal;left:594.395px;top:48.3px;">1,102 </div><div id="a51237" style="position:absolute;font-weight:normal;left:4.693px;top:64.5px;">Other*</div><div id="a51240" style="position:absolute;font-weight:bold;left:432.275px;top:64.5px;">4,556 </div><div id="a51243" style="position:absolute;font-weight:normal;left:513.395px;top:64.5px;">5,012 </div><div id="a51246" style="position:absolute;font-weight:normal;left:594.395px;top:64.5px;">3,971 </div><div id="a51248" style="position:absolute;font-weight:normal;left:4.693px;top:81.3px;">Consolidated sales and other operating revenues<div style="display:inline-block;width:2.18px"> </div>by product</div><div id="a51251" style="position:absolute;font-weight:bold;left:386.835px;top:81.3px;">$</div><div id="a51253" style="position:absolute;font-weight:bold;left:425.235px;top:81.3px;">32,567 </div><div id="a51256" style="position:absolute;font-weight:normal;left:506.355px;top:81.3px;">36,417 </div><div id="a51259" style="position:absolute;font-weight:normal;left:587.355px;top:81.3px;">29,106 </div><div id="a51261" style="position:absolute;font-size:10.72px;font-weight:normal;font-style:italic;left:4.693px;top:100.3px;">*Includes LNG and bitumen. </div></div><div id="TextBlockContainer1199" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:632px;height:276px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a51273" style="position:absolute;font-weight:bold;left:4.693px;top:0px;">Geographic Information</div><div id="a51291" style="position:absolute;font-weight:normal;left:341.528px;top:29.9px;">Millions of Dollars</div><div id="a51295" style="position:absolute;font-weight:normal;left:170.608px;top:48.5px;">Sales and Other Operating Revenues</div><div id="a51296" style="position:absolute;font-size:9.28px;font-weight:normal;left:376.915px;top:48.2px;">(1)</div><div id="a51299" style="position:absolute;font-weight:normal;left:459.955px;top:48.5px;">Long-Lived Assets</div><div id="a51302" style="position:absolute;font-size:9.28px;font-weight:normal;left:567.035px;top:48.2px;">(2)</div><div id="a51307" style="position:absolute;font-weight:bold;left:211.768px;top:65.3px;">2019</div><div id="a51310" style="position:absolute;font-weight:normal;left:290.808px;top:65.3px;">2018</div><div id="a51313" style="position:absolute;font-weight:normal;left:369.715px;top:65.3px;">2017</div><div id="a51316" style="position:absolute;font-weight:bold;left:443.795px;top:65.3px;">2019</div><div id="a51319" style="position:absolute;font-weight:normal;left:522.835px;top:65.3px;">2018</div><div id="a51322" style="position:absolute;font-weight:normal;left:601.755px;top:65.3px;">2017</div><div id="a51339" style="position:absolute;font-weight:normal;left:4.693px;top:97.5px;">United States</div><div id="a51340" style="position:absolute;font-size:9.28px;font-weight:normal;left:79.888px;top:97.2px;">(3)</div><div id="a51342" style="position:absolute;font-weight:bold;left:160.688px;top:97.5px;">$</div><div id="a51344" style="position:absolute;font-weight:bold;left:197.208px;top:97.5px;">21,159 </div><div id="a51347" style="position:absolute;font-weight:normal;left:276.248px;top:97.5px;">22,740 </div><div id="a51350" style="position:absolute;font-weight:normal;left:355.155px;top:97.5px;">17,204 </div><div id="a51353" style="position:absolute;font-weight:bold;left:429.235px;top:97.5px;">26,566 </div><div id="a51356" style="position:absolute;font-weight:normal;left:508.275px;top:97.5px;">26,838 </div><div id="a51359" style="position:absolute;font-weight:normal;left:587.195px;top:97.5px;">23,623 </div><div id="a51362" style="position:absolute;font-size:13.28px;font-weight:normal;left:4.693px;top:114.2px;">Australia and Timor-Leste</div><div id="a51365" style="position:absolute;font-size:9.28px;font-weight:normal;left:146.128px;top:113.2px;">(4)</div><div id="a51368" style="position:absolute;font-weight:bold;left:204.248px;top:113.5px;">1,647 </div><div id="a51372" style="position:absolute;font-weight:normal;left:283.288px;top:113.5px;">1,798 </div><div id="a51375" style="position:absolute;font-weight:normal;left:362.195px;top:113.5px;">1,448 </div><div id="a51378" style="position:absolute;font-weight:bold;left:436.275px;top:113.5px;">7,228 </div><div id="a51381" style="position:absolute;font-weight:normal;left:515.315px;top:113.5px;">9,301 </div><div id="a51384" style="position:absolute;font-weight:normal;left:594.235px;top:113.5px;">9,657 </div><div id="a51387" style="position:absolute;font-weight:normal;left:4.693px;top:129.6px;">Canada</div><div id="a51390" style="position:absolute;font-weight:bold;left:204.248px;top:129.6px;">1,769 </div><div id="a51393" style="position:absolute;font-weight:normal;left:283.288px;top:129.6px;">2,024 </div><div id="a51396" style="position:absolute;font-weight:normal;left:362.195px;top:129.6px;">2,619 </div><div id="a51399" style="position:absolute;font-weight:bold;left:436.275px;top:129.6px;">5,769 </div><div id="a51402" style="position:absolute;font-weight:normal;left:515.315px;top:129.6px;">5,333 </div><div id="a51405" style="position:absolute;font-weight:normal;left:594.235px;top:129.6px;">5,613 </div><div id="a51408" style="position:absolute;font-weight:normal;left:4.693px;top:145.6px;">China</div><div id="a51411" style="position:absolute;font-weight:bold;left:214.808px;top:145.6px;">772 </div><div id="a51414" style="position:absolute;font-weight:normal;left:293.848px;top:145.6px;">836 </div><div id="a51417" style="position:absolute;font-weight:normal;left:372.755px;top:145.6px;">712 </div><div id="a51420" style="position:absolute;font-weight:bold;left:436.275px;top:145.6px;">1,447 </div><div id="a51423" style="position:absolute;font-weight:normal;left:515.315px;top:145.6px;">1,380 </div><div id="a51426" style="position:absolute;font-weight:normal;left:594.235px;top:145.6px;">1,275 </div><div id="a51429" style="position:absolute;font-weight:normal;left:4.693px;top:161.8px;">Indonesia</div><div id="a51432" style="position:absolute;font-weight:bold;left:214.808px;top:161.8px;">875 </div><div id="a51435" style="position:absolute;font-weight:normal;left:293.848px;top:161.8px;">886 </div><div id="a51438" style="position:absolute;font-weight:normal;left:372.755px;top:161.8px;">757 </div><div id="a51441" style="position:absolute;font-weight:bold;left:446.835px;top:161.8px;">605 </div><div id="a51444" style="position:absolute;font-weight:normal;left:525.875px;top:161.8px;">669 </div><div id="a51447" style="position:absolute;font-weight:normal;left:604.795px;top:161.8px;">758 </div><div id="a51450" style="position:absolute;font-weight:normal;left:4.693px;top:177.9px;">Libya</div><div id="a51453" style="position:absolute;font-weight:bold;left:204.248px;top:177.9px;">1,103 </div><div id="a51456" style="position:absolute;font-weight:normal;left:283.288px;top:177.9px;">1,142 </div><div id="a51459" style="position:absolute;font-weight:normal;left:372.755px;top:177.9px;">586 </div><div id="a51462" style="position:absolute;font-weight:bold;left:446.835px;top:177.9px;">668 </div><div id="a51465" style="position:absolute;font-weight:normal;left:525.875px;top:177.9px;">679 </div><div id="a51468" style="position:absolute;font-weight:normal;left:604.795px;top:177.9px;">699 </div><div id="a51471" style="position:absolute;font-weight:normal;left:4.693px;top:193.9px;">Malaysia</div><div id="a51474" style="position:absolute;font-weight:bold;left:204.248px;top:193.9px;">1,230 </div><div id="a51477" style="position:absolute;font-weight:normal;left:283.288px;top:193.9px;">1,346 </div><div id="a51480" style="position:absolute;font-weight:normal;left:362.195px;top:193.9px;">1,103 </div><div id="a51483" style="position:absolute;font-weight:bold;left:436.275px;top:193.9px;">1,871 </div><div id="a51486" style="position:absolute;font-weight:normal;left:515.315px;top:193.9px;">2,327 </div><div id="a51489" style="position:absolute;font-weight:normal;left:594.235px;top:193.9px;">2,736 </div><div id="a51492" style="position:absolute;font-weight:normal;left:4.693px;top:210.1px;">Norway</div><div id="a51495" style="position:absolute;font-weight:bold;left:204.248px;top:210.1px;">2,349 </div><div id="a51498" style="position:absolute;font-weight:normal;left:283.288px;top:210.1px;">2,886 </div><div id="a51501" style="position:absolute;font-weight:normal;left:362.195px;top:210.1px;">2,348 </div><div id="a51504" style="position:absolute;font-weight:bold;left:436.275px;top:210.1px;">5,258 </div><div id="a51507" style="position:absolute;font-weight:normal;left:515.315px;top:210.1px;">5,582 </div><div id="a51510" style="position:absolute;font-weight:normal;left:594.235px;top:210.1px;">6,154 </div><div id="a51513" style="position:absolute;font-weight:normal;left:4.693px;top:226.3px;">United Kingdom</div><div id="a51516" style="position:absolute;font-weight:bold;left:204.248px;top:226.3px;">1,649 </div><div id="a51519" style="position:absolute;font-weight:normal;left:283.288px;top:226.3px;">2,606 </div><div id="a51522" style="position:absolute;font-weight:normal;left:362.195px;top:226.3px;">2,248 </div><div id="a51525" style="position:absolute;font-weight:bold;left:460.755px;top:226.3px;">2 </div><div id="a51528" style="position:absolute;font-weight:normal;left:515.315px;top:226.3px;">1,583 </div><div id="a51531" style="position:absolute;font-weight:normal;left:594.235px;top:226.3px;">3,335 </div><div id="a51534" style="position:absolute;font-weight:normal;left:4.693px;top:242.3px;">Other foreign countries</div><div id="a51537" style="position:absolute;font-weight:bold;left:221.688px;top:242.3px;">14 </div><div id="a51540" style="position:absolute;font-weight:normal;left:293.848px;top:242.3px;">153 </div><div id="a51543" style="position:absolute;font-weight:normal;left:379.635px;top:242.3px;">81 </div><div id="a51546" style="position:absolute;font-weight:bold;left:436.275px;top:242.3px;">1,308 </div><div id="a51549" style="position:absolute;font-weight:normal;left:515.315px;top:242.3px;">1,346 </div><div id="a51552" style="position:absolute;font-weight:normal;left:594.235px;top:242.3px;">1,423 </div><div id="a51555" style="position:absolute;font-weight:normal;left:4.693px;top:259.1px;">Worldwide consolidated</div><div id="a51557" style="position:absolute;font-weight:bold;left:160.688px;top:259.1px;">$</div><div id="a51559" style="position:absolute;font-weight:bold;left:197.208px;top:259.1px;">32,567 </div><div id="a51562" style="position:absolute;font-weight:normal;left:276.248px;top:259.1px;">36,417 </div><div id="a51565" style="position:absolute;font-weight:normal;left:355.155px;top:259.1px;">29,106 </div><div id="a51568" style="position:absolute;font-weight:bold;left:429.235px;top:259.1px;">50,722 </div><div id="a51571" style="position:absolute;font-weight:normal;left:508.275px;top:259.1px;">55,038 </div><div id="a51574" style="position:absolute;font-weight:normal;left:587.195px;top:259.1px;">55,273 </div></div><div id="TextBlockContainer1202" style="position:relative;font-family:Arial;font-size:10.72px;color:#000000;line-height:normal;width:571px;height:50px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a51577" style="position:absolute;font-weight:normal;font-style:italic;left:3.971px;top:0px;">(1) Sales and other operating revenues are attributable<div style="display:inline-block;width:1.39px"> </div>to countries based on the location of the selling operation. </div><div id="a51581" style="position:absolute;font-weight:normal;font-style:italic;left:3.971px;top:12.3px;">(2) Defined as net PP&amp;E plus equity investments<div style="display:inline-block;width:1.66px"> </div>and advances to affiliated companies. </div><div id="a51585" style="position:absolute;font-weight:normal;font-style:italic;left:3.971px;top:24.6px;">(3) Long-lived assets do not include $</div><div id="a51585_38_3" style="position:absolute;font-family:Arial;font-size:10.72px;font-weight:normal;font-style:italic;left:181.251px;top:24.6px;">426 </div><div id="a51585_41_77" style="position:absolute;font-weight:normal;font-style:italic;left:199.011px;top:24.6px;"><div style="display:inline-block;width:3.04px"> </div>million of net PP&amp;E associated with assets held<div style="display:inline-block;width:1.6px"> </div>for sale as of December 31, </div><div id="a51589" style="position:absolute;font-weight:normal;font-style:italic;left:3.971px;top:36.8px;">2019.<div style="display:inline-block;width:5.81px"> </div>See Note 5—Acquisitions and Dispositions, for additional<div style="display:inline-block;width:1.42px"> </div>information. </div></div><div id="TextBlockContainer1204" style="position:relative;font-family:Arial;font-size:10.72px;color:#000000;line-height:normal;width:562px;height:42px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a51597" style="position:absolute;font-weight:normal;font-style:italic;left:3.971px;top:0px;">(4) Long-lived assets do not include $</div><div id="a51597_38_5" style="position:absolute;font-family:Arial;font-size:10.72px;font-weight:normal;font-style:italic;left:181.251px;top:0px;">1,236 </div><div id="a51597_43_73" style="position:absolute;font-weight:normal;font-style:italic;left:207.971px;top:0px;"><div style="display:inline-block;width:3.04px"> </div>million of net PP&amp;E associated with assets<div style="display:inline-block;width:1.7px"> </div>held for sale as of December </div><div id="a51601" style="position:absolute;font-weight:normal;font-style:italic;left:3.971px;top:12.3px;">31, 2019.<div style="display:inline-block;width:5.79px"> </div>See Note 5—Acquisitions and Dispositions, for additional<div style="display:inline-block;width:1.1px"> </div>information. </div><div id="a51608" style="position:absolute;font-weight:normal;left:35.171px;top:24.6px;"> </div></div> <div id="TextBlockContainer1159" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:635px;height:281px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a50152" style="position:absolute;font-weight:bold;left:4.693px;top:0px;">Analysis of Results by Operating Segment</div><div id="a50170" style="position:absolute;font-weight:normal;left:468.435px;top:31.4px;">Millions of Dollars</div><div id="a50175" style="position:absolute;font-weight:bold;left:461.555px;top:48.2px;">2019</div><div id="a50178" style="position:absolute;font-weight:normal;left:532.155px;top:48.2px;">2018</div><div id="a50181" style="position:absolute;font-weight:normal;left:602.715px;top:48.2px;">2017</div><div id="a50183" style="position:absolute;font-weight:bold;left:4.693px;top:66.7px;">Sales and Other Operating Revenues</div><div id="a50191" style="position:absolute;font-weight:normal;left:4.693px;top:82.9px;">Alaska</div><div id="a50193" style="position:absolute;font-weight:bold;left:413.555px;top:82.9px;">$</div><div id="a50195" style="position:absolute;font-weight:bold;left:454.035px;top:82.9px;">5,483 </div><div id="a50198" style="position:absolute;font-weight:normal;left:524.595px;top:82.9px;">5,740 </div><div id="a50201" style="position:absolute;font-weight:normal;left:595.195px;top:82.9px;">4,224 </div><div id="a50203" style="position:absolute;font-weight:normal;left:4.693px;top:99.5px;">Lower 48</div><div id="a50206" style="position:absolute;font-weight:bold;left:446.995px;top:99.5px;">15,514 </div><div id="a50209" style="position:absolute;font-weight:normal;left:517.555px;top:99.5px;">17,029 </div><div id="a50212" style="position:absolute;font-weight:normal;left:588.155px;top:99.5px;">12,968 </div><div id="a50214" style="position:absolute;font-weight:normal;left:4.693px;top:115.7px;">Intersegment eliminations</div><div id="a50217" style="position:absolute;font-weight:bold;left:466.195px;top:115.7px;">(46) </div><div id="a50220" style="position:absolute;font-weight:normal;left:536.795px;top:115.7px;">(40) </div><div id="a50223" style="position:absolute;font-weight:normal;left:614.395px;top:115.7px;">(4) </div><div id="a50226" style="position:absolute;font-weight:normal;left:15.093px;top:132.5px;">Lower 48</div><div id="a50229" style="position:absolute;font-weight:bold;left:446.995px;top:132.5px;">15,468 </div><div id="a50232" style="position:absolute;font-weight:normal;left:517.555px;top:132.5px;">16,989 </div><div id="a50235" style="position:absolute;font-weight:normal;left:588.155px;top:132.5px;">12,964 </div><div id="a50237" style="position:absolute;font-weight:normal;left:4.693px;top:149.3px;">Canada</div><div id="a50240" style="position:absolute;font-weight:bold;left:454.035px;top:149.3px;">2,910 </div><div id="a50243" style="position:absolute;font-weight:normal;left:524.595px;top:149.3px;">3,184 </div><div id="a50246" style="position:absolute;font-weight:normal;left:595.195px;top:149.3px;">3,178 </div><div id="a50248" style="position:absolute;font-weight:normal;left:4.693px;top:165.3px;">Intersegment eliminations</div><div id="a50251" style="position:absolute;font-weight:bold;left:448.755px;top:165.3px;">(1,141) </div><div id="a50254" style="position:absolute;font-weight:normal;left:519.315px;top:165.3px;">(1,160) </div><div id="a50257" style="position:absolute;font-weight:normal;left:600.315px;top:165.3px;">(559) </div><div id="a50260" style="position:absolute;font-weight:normal;left:15.093px;top:182.1px;">Canada</div><div id="a50263" style="position:absolute;font-weight:bold;left:454.035px;top:182.1px;">1,769 </div><div id="a50266" style="position:absolute;font-weight:normal;left:524.595px;top:182.1px;">2,024 </div><div id="a50269" style="position:absolute;font-weight:normal;left:595.195px;top:182.1px;">2,619 </div><div id="a50271" style="position:absolute;font-weight:normal;left:4.693px;top:198.9px;">Europe and North Africa</div><div id="a50274" style="position:absolute;font-weight:bold;left:454.035px;top:198.9px;">5,101 </div><div id="a50277" style="position:absolute;font-weight:normal;left:524.595px;top:198.9px;">6,635 </div><div id="a50280" style="position:absolute;font-weight:normal;left:595.195px;top:198.9px;">5,181 </div><div id="a50282" style="position:absolute;font-weight:normal;left:4.693px;top:214.9px;">Asia Pacific and Middle East</div><div id="a50286" style="position:absolute;font-weight:bold;left:454.035px;top:214.9px;">4,525 </div><div id="a50289" style="position:absolute;font-weight:normal;left:524.595px;top:214.9px;">4,861 </div><div id="a50292" style="position:absolute;font-weight:normal;left:595.195px;top:214.9px;">4,014 </div><div id="a50294" style="position:absolute;font-weight:normal;left:4.693px;top:231.1px;">Other International</div><div id="a50297" style="position:absolute;font-weight:bold;left:480.915px;top:231.1px;">- </div><div id="a50300" style="position:absolute;font-weight:normal;left:551.515px;top:231.1px;">- </div><div id="a50303" style="position:absolute;font-weight:normal;left:622.075px;top:231.1px;">- </div><div id="a50305" style="position:absolute;font-weight:normal;left:4.693px;top:247.2px;">Corporate and Other</div><div id="a50308" style="position:absolute;font-weight:bold;left:464.595px;top:247.2px;">221 </div><div id="a50311" style="position:absolute;font-weight:normal;left:535.195px;top:247.2px;">168 </div><div id="a50314" style="position:absolute;font-weight:normal;left:605.755px;top:247.2px;">104 </div><div id="a50316" style="position:absolute;font-weight:normal;left:4.693px;top:263.9px;">Consolidated sales and other operating revenues</div><div id="a50318" style="position:absolute;font-weight:bold;left:413.555px;top:263.9px;">$</div><div id="a50320" style="position:absolute;font-weight:bold;left:446.995px;top:263.9px;">32,567 </div><div id="a50323" style="position:absolute;font-weight:normal;left:517.555px;top:263.9px;">36,417 </div><div id="a50326" style="position:absolute;font-weight:normal;left:588.155px;top:263.9px;">29,106 </div></div> 5483000000 5740000000 4224000000 15514000000 17029000000 12968000000 -46000000 -40000000 -4000000 15468000000 16989000000 12964000000 2910000000 3184000000 3178000000 -1141000000 -1160000000 -559000000 1769000000 2024000000 2619000000 5101000000 6635000000 5181000000 4525000000 4861000000 4014000000 0 0 0 221000000 168000000 104000000 32567000000 36417000000 29106000000 <div id="TextBlockContainer1163" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:631px;height:206px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a50329" style="position:absolute;font-weight:bold;left:4.693px;top:0px;">Depreciation, Depletion, Amortization and Impairments</div><div id="a50337" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">Alaska</div><div id="a50339" style="position:absolute;font-weight:bold;left:408.595px;top:16px;">$</div><div id="a50341" style="position:absolute;font-weight:bold;left:464.915px;top:16px;">805 </div><div id="a50344" style="position:absolute;font-weight:normal;left:534.875px;top:16px;">760 </div><div id="a50347" style="position:absolute;font-weight:normal;left:594.235px;top:16px;">1,026 </div><div id="a50349" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;">Lower 48</div><div id="a50352" style="position:absolute;font-weight:bold;left:454.355px;top:32.2px;">3,224 </div><div id="a50355" style="position:absolute;font-weight:normal;left:524.275px;top:32.2px;">2,370 </div><div id="a50358" style="position:absolute;font-weight:normal;left:594.235px;top:32.2px;">6,693 </div><div id="a50360" style="position:absolute;font-weight:normal;left:4.693px;top:48.2px;">Canada</div><div id="a50363" style="position:absolute;font-weight:bold;left:464.915px;top:48.2px;">232 </div><div id="a50366" style="position:absolute;font-weight:normal;left:534.875px;top:48.2px;">324 </div><div id="a50369" style="position:absolute;font-weight:normal;left:604.795px;top:48.2px;">461 </div><div id="a50371" style="position:absolute;font-weight:normal;left:4.693px;top:64.3px;">Europe and North Africa</div><div id="a50374" style="position:absolute;font-weight:bold;left:464.915px;top:64.3px;">887 </div><div id="a50377" style="position:absolute;font-weight:normal;left:524.275px;top:64.3px;">1,041 </div><div id="a50380" style="position:absolute;font-weight:normal;left:594.235px;top:64.3px;">1,313 </div><div id="a50382" style="position:absolute;font-weight:normal;left:4.693px;top:80.5px;">Asia Pacific and Middle East</div><div id="a50385" style="position:absolute;font-weight:bold;left:454.355px;top:80.5px;">1,285 </div><div id="a50388" style="position:absolute;font-weight:normal;left:524.275px;top:80.5px;">1,382 </div><div id="a50391" style="position:absolute;font-weight:normal;left:594.235px;top:80.5px;">3,819 </div><div id="a50393" style="position:absolute;font-weight:normal;left:4.693px;top:96.5px;">Other International</div><div id="a50396" style="position:absolute;font-weight:bold;left:481.235px;top:96.5px;">- </div><div id="a50399" style="position:absolute;font-weight:normal;left:551.195px;top:96.5px;">- </div><div id="a50402" style="position:absolute;font-weight:normal;left:621.115px;top:96.5px;">- </div><div id="a50404" style="position:absolute;font-weight:normal;left:4.693px;top:112.6px;">Corporate and Other</div><div id="a50407" style="position:absolute;font-weight:bold;left:471.795px;top:112.6px;">62 </div><div id="a50410" style="position:absolute;font-weight:normal;left:534.875px;top:112.6px;">106 </div><div id="a50413" style="position:absolute;font-weight:normal;left:604.795px;top:112.6px;">134 </div><div id="a50415" style="position:absolute;font-weight:normal;left:4.693px;top:129.4px;">Consolidated depreciation, depletion, amortization<div style="display:inline-block;width:2px"> </div>and impairments</div><div id="a50417" style="position:absolute;font-weight:bold;left:408.595px;top:129.4px;">$</div><div id="a50419" style="position:absolute;font-weight:bold;left:454.355px;top:129.4px;">6,495 </div><div id="a50422" style="position:absolute;font-weight:normal;left:524.275px;top:129.4px;">5,983 </div><div id="a50425" style="position:absolute;font-weight:normal;left:587.195px;top:129.4px;">13,446 </div><div id="a50443" style="position:absolute;font-weight:normal;left:4.693px;top:173.5px;">The market for our products is large and diverse, therefore,<div style="display:inline-block;width:1.95px"> </div>our sales and other operating revenues are not </div><div id="a50444" style="position:absolute;font-weight:normal;left:4.693px;top:189.6px;">dependent upon any single customer.</div></div> 805000000 760000000 1026000000 3224000000 2370000000 6693000000 232000000 324000000 461000000 887000000 1041000000 1313000000 1285000000 1382000000 3819000000 0 0 0 62000000 106000000 134000000 6495000000 6495000000 5983000000 5983000000 13446000000 13446000000 <div id="TextBlockContainer1168" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:116px;height:17px;display:inline-block;"><div id="div_1166_XBRL_CS_8caa14c9d6fa452b9267e541831bdce2" style="position:absolute;left:0px;top:0px;float:left;"><div id="TextBlockContainer1167" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:116px;height:17px;display:inline-block;"><div id="a50451" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">Millions of Dollars</div></div></div></div> 7000000 6000000 7000000 -159000000 1000000 5000000 0 0 197000000 16000000 16000000 10000000 915000000 1051000000 553000000 0 0 0 0 0 0 779000000 779000000 1074000000 1074000000 772000000 772000000 <div id="TextBlockContainer1171" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:635px;height:159px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a50561" style="position:absolute;font-weight:bold;left:4.693px;top:0px;">Income Taxes</div><div id="a50569" style="position:absolute;font-weight:normal;left:4.693px;top:17.9px;">Alaska</div><div id="a50571" style="position:absolute;font-weight:bold;left:386.835px;top:17.9px;">$</div><div id="a50573" style="position:absolute;font-weight:bold;left:442.835px;top:17.9px;">472 </div><div id="a50576" style="position:absolute;font-weight:normal;left:523.955px;top:17.9px;">376 </div><div id="a50579" style="position:absolute;font-weight:normal;left:599.515px;top:17.9px;">(689) </div><div id="a50581" style="position:absolute;font-weight:normal;left:4.693px;top:33.9px;">Lower 48</div><div id="a50584" style="position:absolute;font-weight:bold;left:442.835px;top:35.8px;">137 </div><div id="a50587" style="position:absolute;font-weight:normal;left:523.955px;top:35.8px;">474 </div><div id="a50590" style="position:absolute;font-weight:normal;left:589.115px;top:35.8px;">(2,453) </div><div id="a50592" style="position:absolute;font-weight:normal;left:4.693px;top:51.9px;">Canada</div><div id="a50595" style="position:absolute;font-weight:bold;left:444.435px;top:53.6px;">(43) </div><div id="a50598" style="position:absolute;font-weight:normal;left:525.555px;top:53.6px;">(96) </div><div id="a50601" style="position:absolute;font-weight:normal;left:599.515px;top:53.6px;">(616) </div><div id="a50603" style="position:absolute;font-weight:normal;left:4.693px;top:69.8px;">Europe and North Africa</div><div id="a50606" style="position:absolute;font-weight:bold;left:432.275px;top:71.6px;">1,435 </div><div id="a50609" style="position:absolute;font-weight:normal;left:513.395px;top:71.6px;">2,265 </div><div id="a50612" style="position:absolute;font-weight:normal;left:594.395px;top:71.6px;">1,165 </div><div id="a50614" style="position:absolute;font-weight:normal;left:4.693px;top:87.7px;">Asia Pacific and Middle East</div><div id="a50617" style="position:absolute;font-weight:bold;left:442.835px;top:89.5px;">491 </div><div id="a50620" style="position:absolute;font-weight:normal;left:523.955px;top:89.5px;">722 </div><div id="a50623" style="position:absolute;font-weight:normal;left:604.955px;top:89.5px;">351 </div><div id="a50625" style="position:absolute;font-weight:normal;left:4.693px;top:105.6px;">Other International</div><div id="a50628" style="position:absolute;font-weight:bold;left:456.755px;top:107.4px;">8 </div><div id="a50631" style="position:absolute;font-weight:normal;left:530.875px;top:107.4px;">30 </div><div id="a50634" style="position:absolute;font-weight:normal;left:611.835px;top:107.4px;">21 </div><div id="a50636" style="position:absolute;font-weight:normal;left:4.693px;top:123.6px;">Corporate and Other</div><div id="a50639" style="position:absolute;font-weight:bold;left:437.395px;top:125.3px;">(233) </div><div id="a50642" style="position:absolute;font-weight:normal;left:518.515px;top:125.3px;">(103) </div><div id="a50645" style="position:absolute;font-weight:normal;left:604.955px;top:125.3px;">399 </div><div id="a50647" style="position:absolute;font-weight:normal;left:4.693px;top:142.1px;">Consolidated income taxes</div><div id="a50649" style="position:absolute;font-weight:bold;left:386.835px;top:142.1px;">$</div><div id="a50651" style="position:absolute;font-weight:bold;left:432.275px;top:142.1px;">2,267 </div><div id="a50654" style="position:absolute;font-weight:normal;left:513.395px;top:142.1px;">3,668 </div><div id="a50657" style="position:absolute;font-weight:normal;left:589.115px;top:142.1px;">(1,822) </div></div> 472000000 376000000 -689000000 137000000 474000000 -2453000000 -43000000 -96000000 -616000000 1435000000 2265000000 1165000000 491000000 722000000 351000000 8000000 30000000 21000000 -233000000 -103000000 399000000 2267000000 3668000000 -1822000000 <div id="TextBlockContainer1175" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:635px;height:161px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a50660" style="position:absolute;font-weight:bold;left:4.693px;top:0px;">Net Income (Loss) Attributable to ConocoPhillips</div><div id="a50668" style="position:absolute;font-weight:normal;left:4.693px;top:17.9px;">Alaska</div><div id="a50670" style="position:absolute;font-weight:bold;left:386.835px;top:17.9px;">$</div><div id="a50672" style="position:absolute;font-weight:bold;left:432.275px;top:19.7px;">1,520 </div><div id="a50675" style="position:absolute;font-weight:normal;left:513.395px;top:19.7px;">1,814 </div><div id="a50678" style="position:absolute;font-weight:normal;left:594.395px;top:19.7px;">1,466 </div><div id="a50680" style="position:absolute;font-weight:normal;left:4.693px;top:35.8px;">Lower 48</div><div id="a50683" style="position:absolute;font-weight:bold;left:442.835px;top:37.6px;">436 </div><div id="a50686" style="position:absolute;font-weight:normal;left:513.395px;top:37.6px;">1,747 </div><div id="a50689" style="position:absolute;font-weight:normal;left:589.115px;top:37.6px;">(2,371) </div><div id="a50691" style="position:absolute;font-weight:normal;left:4.693px;top:53.8px;">Canada</div><div id="a50694" style="position:absolute;font-weight:bold;left:442.835px;top:55.5px;">279 </div><div id="a50697" style="position:absolute;font-weight:normal;left:530.875px;top:55.5px;">63 </div><div id="a50700" style="position:absolute;font-weight:normal;left:594.395px;top:55.5px;">2,564 </div><div id="a50702" style="position:absolute;font-weight:normal;left:4.693px;top:71.7px;">Europe and North Africa</div><div id="a50705" style="position:absolute;font-weight:bold;left:432.275px;top:73.4px;">2,724 </div><div id="a50708" style="position:absolute;font-weight:normal;left:513.395px;top:73.4px;">1,866 </div><div id="a50711" style="position:absolute;font-weight:normal;left:604.955px;top:73.4px;">553 </div><div id="a50713" style="position:absolute;font-weight:normal;left:4.693px;top:89.6px;">Asia Pacific and Middle East</div><div id="a50716" style="position:absolute;font-weight:bold;left:432.275px;top:91.4px;">1,929 </div><div id="a50719" style="position:absolute;font-weight:normal;left:513.395px;top:91.4px;">2,070 </div><div id="a50722" style="position:absolute;font-weight:normal;left:589.115px;top:91.4px;">(1,098) </div><div id="a50724" style="position:absolute;font-weight:normal;left:4.693px;top:107.4px;">Other International</div><div id="a50727" style="position:absolute;font-weight:bold;left:442.835px;top:109.3px;">263 </div><div id="a50730" style="position:absolute;font-weight:normal;left:523.955px;top:109.3px;">364 </div><div id="a50733" style="position:absolute;font-weight:normal;left:604.955px;top:109.3px;">167 </div><div id="a50735" style="position:absolute;font-weight:normal;left:4.693px;top:125.3px;">Corporate and Other</div><div id="a50738" style="position:absolute;font-weight:bold;left:449.715px;top:127.2px;">38 </div><div id="a50741" style="position:absolute;font-weight:normal;left:508.115px;top:127.2px;">(1,667) </div><div id="a50744" style="position:absolute;font-weight:normal;left:589.115px;top:127.2px;">(2,136) </div><div id="a50746" style="position:absolute;font-weight:normal;left:4.693px;top:143.9px;">Consolidated net income (loss) attributable<div style="display:inline-block;width:2.05px"> </div>to ConocoPhillips</div><div id="a50748" style="position:absolute;font-weight:bold;left:386.835px;top:143.9px;">$</div><div id="a50750" style="position:absolute;font-weight:bold;left:432.275px;top:143.9px;">7,189 </div><div id="a50753" style="position:absolute;font-weight:normal;left:513.395px;top:143.9px;">6,257 </div><div id="a50756" style="position:absolute;font-weight:normal;left:599.515px;top:143.9px;">(855) </div></div> 1520000000 1814000000 1466000000 436000000 1747000000 -2371000000 279000000 63000000 2564000000 2724000000 1866000000 553000000 1929000000 2070000000 -1098000000 263000000 364000000 167000000 38000000 -1667000000 -2136000000 7189000000 6257000000 -855000000 <div id="TextBlockContainer1179" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:631px;height:146px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a50759" style="position:absolute;font-weight:bold;left:4.693px;top:0px;">Investments in and Advances to Affiliates</div><div id="a50767" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">Alaska</div><div id="a50769" style="position:absolute;font-weight:bold;left:386.835px;top:16px;">$</div><div id="a50771" style="position:absolute;font-weight:bold;left:449.715px;top:16px;">83 </div><div id="a50774" style="position:absolute;font-weight:normal;left:530.875px;top:16px;">86 </div><div id="a50777" style="position:absolute;font-weight:normal;left:611.835px;top:16px;">56 </div><div id="a50779" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;">Lower 48</div><div id="a50782" style="position:absolute;font-weight:bold;left:449.715px;top:32.2px;">35 </div><div id="a50785" style="position:absolute;font-weight:normal;left:523.955px;top:32.2px;">378 </div><div id="a50788" style="position:absolute;font-weight:normal;left:604.955px;top:32.2px;">402 </div><div id="a50790" style="position:absolute;font-weight:normal;left:4.693px;top:48.2px;">Canada</div><div id="a50793" style="position:absolute;font-weight:bold;left:459.155px;top:48.2px;">- </div><div id="a50796" style="position:absolute;font-weight:normal;left:540.315px;top:48.2px;">- </div><div id="a50799" style="position:absolute;font-weight:normal;left:621.275px;top:48.2px;">- </div><div id="a50801" style="position:absolute;font-weight:normal;left:4.693px;top:64.3px;">Europe and North Africa</div><div id="a50804" style="position:absolute;font-weight:bold;left:449.715px;top:64.3px;">54 </div><div id="a50807" style="position:absolute;font-weight:normal;left:530.875px;top:64.3px;">55 </div><div id="a50810" style="position:absolute;font-weight:normal;left:611.835px;top:64.3px;">55 </div><div id="a50812" style="position:absolute;font-weight:normal;left:4.693px;top:80.5px;">Asia Pacific and Middle East</div><div id="a50815" style="position:absolute;font-weight:bold;left:432.275px;top:80.5px;">8,281 </div><div id="a50818" style="position:absolute;font-weight:normal;left:513.395px;top:80.5px;">8,821 </div><div id="a50821" style="position:absolute;font-weight:normal;left:594.395px;top:80.5px;">9,077 </div><div id="a50823" style="position:absolute;font-weight:normal;left:4.693px;top:96.5px;">Other International</div><div id="a50826" style="position:absolute;font-weight:bold;left:459.155px;top:96.5px;">- </div><div id="a50829" style="position:absolute;font-weight:normal;left:540.315px;top:96.5px;">- </div><div id="a50832" style="position:absolute;font-weight:normal;left:621.275px;top:96.5px;">- </div><div id="a50834" style="position:absolute;font-weight:normal;left:4.693px;top:112.6px;">Corporate and Other</div><div id="a50837" style="position:absolute;font-weight:bold;left:459.155px;top:112.6px;">- </div><div id="a50840" style="position:absolute;font-weight:normal;left:540.315px;top:112.6px;">- </div><div id="a50843" style="position:absolute;font-weight:normal;left:621.275px;top:112.6px;">- </div><div id="a50845" style="position:absolute;font-weight:normal;left:4.693px;top:129.4px;">Consolidated investments in and advances to affiliates</div><div id="a50847" style="position:absolute;font-weight:bold;left:386.835px;top:129.4px;">$</div><div id="a50849" style="position:absolute;font-weight:bold;left:432.275px;top:129.4px;">8,453 </div><div id="a50852" style="position:absolute;font-weight:normal;left:513.395px;top:129.4px;">9,340 </div><div id="a50855" style="position:absolute;font-weight:normal;left:594.395px;top:129.4px;">9,590 </div></div> 83000000 86000000 56000000 35000000 378000000 402000000 0 0 0 54000000 55000000 55000000 8281000000 8821000000 9077000000 0 0 0 0 0 0 8453000000 9340000000 9590000000 <div id="TextBlockContainer1184" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:116px;height:17px;display:inline-block;"><div id="div_1182_XBRL_CS_7f09ab777cf746a282192874ba9da714" style="position:absolute;left:0px;top:0px;float:left;"><div id="TextBlockContainer1183" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:116px;height:17px;display:inline-block;"><div id="a50861" style="position:absolute;font-weight:normal;left:4.693px;top:0px;">Millions of Dollars</div></div></div></div> 15453000000 14648000000 12108000000 14425000000 14888000000 14632000000 6350000000 5748000000 6214000000 8121000000 9883000000 11870000000 14716000000 16151000000 16985000000 285000000 89000000 97000000 11164000000 8573000000 11456000000 70514000000 69980000000 73362000000 <div id="TextBlockContainer1188" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:628px;height:146px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="div_1186_XBRL_CS_ebdf62d7c46f43338261582702dc4e4d" style="position:absolute;left:0px;top:0px;float:left;"><div id="TextBlockContainer1187" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:628px;height:146px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a50972" style="position:absolute;font-weight:bold;left:4.693px;top:0px;">Capital Expenditures and Investments</div><div id="a50980" style="position:absolute;font-weight:normal;left:4.693px;top:16px;">Alaska</div><div id="a50982" style="position:absolute;font-weight:bold;left:386.835px;top:16px;">$</div><div id="a50984" style="position:absolute;font-weight:bold;left:432.275px;top:16px;">1,513 </div><div id="a50987" style="position:absolute;font-weight:normal;left:513.395px;top:16px;">1,298 </div><div id="a50990" style="position:absolute;font-weight:normal;left:604.955px;top:16px;">815 </div><div id="a50992" style="position:absolute;font-weight:normal;left:4.693px;top:32.2px;">Lower 48</div><div id="a50995" style="position:absolute;font-weight:bold;left:432.275px;top:32.2px;">3,394 </div><div id="a50998" style="position:absolute;font-weight:normal;left:513.395px;top:32.2px;">3,184 </div><div id="a51001" style="position:absolute;font-weight:normal;left:594.395px;top:32.2px;">2,136 </div><div id="a51003" style="position:absolute;font-weight:normal;left:4.693px;top:48.4px;">Canada</div><div id="a51006" style="position:absolute;font-weight:bold;left:442.835px;top:48.4px;">368 </div><div id="a51009" style="position:absolute;font-weight:normal;left:523.955px;top:48.4px;">477 </div><div id="a51012" style="position:absolute;font-weight:normal;left:604.955px;top:48.4px;">202 </div><div id="a51014" style="position:absolute;font-weight:normal;left:4.693px;top:64.4px;">Europe and North Africa</div><div id="a51017" style="position:absolute;font-weight:bold;left:442.835px;top:64.4px;">708 </div><div id="a51020" style="position:absolute;font-weight:normal;left:523.955px;top:64.4px;">877 </div><div id="a51023" style="position:absolute;font-weight:normal;left:604.955px;top:64.4px;">872 </div><div id="a51025" style="position:absolute;font-weight:normal;left:4.693px;top:80.5px;">Asia Pacific and Middle East</div><div id="a51029" style="position:absolute;font-weight:bold;left:442.835px;top:80.5px;">584 </div><div id="a51032" style="position:absolute;font-weight:normal;left:523.955px;top:80.5px;">718 </div><div id="a51035" style="position:absolute;font-weight:normal;left:604.955px;top:80.5px;">482 </div><div id="a51037" style="position:absolute;font-weight:normal;left:4.693px;top:96.7px;">Other International</div><div id="a51040" style="position:absolute;font-weight:bold;left:456.755px;top:96.7px;">8 </div><div id="a51043" style="position:absolute;font-weight:normal;left:537.915px;top:96.7px;">6 </div><div id="a51046" style="position:absolute;font-weight:normal;left:611.835px;top:96.7px;">21 </div><div id="a51048" style="position:absolute;font-weight:normal;left:4.693px;top:112.7px;">Corporate and Other</div><div id="a51051" style="position:absolute;font-weight:bold;left:449.715px;top:112.7px;">61 </div><div id="a51054" style="position:absolute;font-weight:normal;left:523.955px;top:112.7px;">190 </div><div id="a51057" style="position:absolute;font-weight:normal;left:611.835px;top:112.7px;">63 </div><div id="a51059" style="position:absolute;font-weight:normal;left:4.693px;top:129.5px;">Consolidated capital expenditures and investments</div><div id="a51061" style="position:absolute;font-weight:bold;left:386.835px;top:129.5px;">$</div><div id="a51063" style="position:absolute;font-weight:bold;left:432.275px;top:129.5px;">6,636 </div><div id="a51066" style="position:absolute;font-weight:normal;left:513.395px;top:129.5px;">6,750 </div><div id="a51069" style="position:absolute;font-weight:normal;left:594.395px;top:129.5px;">4,591 </div></div></div></div> 1513000000 1298000000 815000000 3394000000 3184000000 2136000000 368000000 477000000 202000000 708000000 877000000 872000000 584000000 718000000 482000000 8000000 6000000 21000000 61000000 190000000 63000000 6636000000 6750000000 4591000000 <div id="TextBlockContainer1192" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:625px;height:185px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="div_1190_XBRL_CS_dc2b9b8c9f8f41bd919413f7ec56a3be" style="position:absolute;left:0px;top:0px;float:left;"><div id="TextBlockContainer1191" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:625px;height:185px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a51072" style="position:absolute;font-weight:bold;left:4.693px;top:0px;">Interest Income and Expense</div><div id="a51080" style="position:absolute;font-weight:normal;left:4.693px;top:16.2px;">Interest income</div><div id="a51089" style="position:absolute;font-weight:normal;left:14.773px;top:32.2px;">Alaska</div><div id="a51091" style="position:absolute;font-weight:bold;left:386.835px;top:32.2px;">$</div><div id="a51093" style="position:absolute;font-weight:bold;left:453.715px;top:32.2px;">- </div><div id="a51096" style="position:absolute;font-weight:normal;left:534.875px;top:32.2px;">- </div><div id="a51099" style="position:absolute;font-weight:normal;left:615.835px;top:32.2px;">- </div><div id="a51102" style="position:absolute;font-weight:normal;left:14.773px;top:48.3px;">Lower 48 </div><div id="a51105" style="position:absolute;font-weight:bold;left:453.715px;top:48.3px;">- </div><div id="a51108" style="position:absolute;font-weight:normal;left:534.875px;top:48.3px;">- </div><div id="a51111" style="position:absolute;font-weight:normal;left:615.835px;top:48.3px;">- </div><div id="a51114" style="position:absolute;font-weight:normal;left:14.773px;top:64.5px;">Canada</div><div id="a51117" style="position:absolute;font-weight:bold;left:453.715px;top:64.5px;">- </div><div id="a51120" style="position:absolute;font-weight:normal;left:534.875px;top:64.5px;">- </div><div id="a51123" style="position:absolute;font-weight:normal;left:615.835px;top:64.5px;">- </div><div id="a51126" style="position:absolute;font-weight:normal;left:14.773px;top:80.5px;">Europe and North Africa</div><div id="a51129" style="position:absolute;font-weight:bold;left:451.315px;top:80.5px;">2 </div><div id="a51132" style="position:absolute;font-weight:normal;left:532.475px;top:80.5px;">2 </div><div id="a51135" style="position:absolute;font-weight:normal;left:613.435px;top:80.5px;">2 </div><div id="a51138" style="position:absolute;font-weight:normal;left:14.773px;top:98.4px;">Asia Pacific and Middle East</div><div id="a51141" style="position:absolute;font-weight:bold;left:444.275px;top:98.4px;">15 </div><div id="a51144" style="position:absolute;font-weight:normal;left:525.395px;top:98.4px;">15 </div><div id="a51147" style="position:absolute;font-weight:normal;left:613.435px;top:98.4px;">9 </div><div id="a51150" style="position:absolute;font-weight:normal;left:14.773px;top:116.3px;">Other International</div><div id="a51153" style="position:absolute;font-weight:bold;left:453.715px;top:116.3px;">- </div><div id="a51156" style="position:absolute;font-weight:normal;left:534.875px;top:116.3px;">- </div><div id="a51159" style="position:absolute;font-weight:normal;left:615.835px;top:116.3px;">- </div><div id="a51162" style="position:absolute;font-weight:normal;left:14.773px;top:134.3px;">Corporate and Other</div><div id="a51165" style="position:absolute;font-weight:bold;left:437.395px;top:134.3px;">149 </div><div id="a51168" style="position:absolute;font-weight:normal;left:525.395px;top:134.3px;">80 </div><div id="a51171" style="position:absolute;font-weight:normal;left:599.515px;top:134.3px;">101 </div><div id="a51173" style="position:absolute;font-weight:normal;left:4.693px;top:152.2px;">Interest and debt expense</div><div id="a51182" style="position:absolute;font-weight:normal;left:14.773px;top:168.2px;">Corporate and Other</div><div id="a51184" style="position:absolute;font-weight:bold;left:386.835px;top:168.2px;">$</div><div id="a51186" style="position:absolute;font-weight:bold;left:437.395px;top:168.2px;">778 </div><div id="a51189" style="position:absolute;font-weight:normal;left:518.515px;top:168.2px;">735 </div><div id="a51192" style="position:absolute;font-weight:normal;left:588.955px;top:168.2px;">1,098 </div></div></div></div> 0 0 0 0 0 0 0 0 0 2000000 2000000 2000000 15000000 15000000 9000000 0 0 0 149000000 80000000 101000000 778000000 735000000 1098000000 <div id="TextBlockContainer1196" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:628px;height:113px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="div_1194_XBRL_CS_9d8301111cb94c48a5a59d752771b6de" style="position:absolute;left:0px;top:0px;float:left;"><div id="TextBlockContainer1195" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:628px;height:113px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a51195" style="position:absolute;font-weight:bold;left:4.693px;top:0px;">Sales and Other Operating Revenues by<div style="display:inline-block;width:2.18px"> </div>Product</div><div id="a51203" style="position:absolute;font-weight:normal;left:4.693px;top:16.2px;">Crude oil </div><div id="a51205" style="position:absolute;font-weight:bold;left:386.835px;top:16.2px;">$</div><div id="a51207" style="position:absolute;font-weight:bold;left:425.235px;top:16.2px;">18,482 </div><div id="a51210" style="position:absolute;font-weight:normal;left:506.355px;top:16.2px;">19,571 </div><div id="a51213" style="position:absolute;font-weight:normal;left:587.355px;top:16.2px;">13,260 </div><div id="a51215" style="position:absolute;font-weight:normal;left:4.693px;top:32.3px;">Natural gas</div><div id="a51218" style="position:absolute;font-weight:bold;left:432.275px;top:32.3px;">8,715 </div><div id="a51221" style="position:absolute;font-weight:normal;left:506.355px;top:32.3px;">10,720 </div><div id="a51224" style="position:absolute;font-weight:normal;left:587.355px;top:32.3px;">10,773 </div><div id="a51226" style="position:absolute;font-weight:normal;left:4.693px;top:48.3px;">Natural gas liquids</div><div id="a51229" style="position:absolute;font-weight:bold;left:442.835px;top:48.3px;">814 </div><div id="a51232" style="position:absolute;font-weight:normal;left:513.395px;top:48.3px;">1,114 </div><div id="a51235" style="position:absolute;font-weight:normal;left:594.395px;top:48.3px;">1,102 </div><div id="a51237" style="position:absolute;font-weight:normal;left:4.693px;top:64.5px;">Other*</div><div id="a51240" style="position:absolute;font-weight:bold;left:432.275px;top:64.5px;">4,556 </div><div id="a51243" style="position:absolute;font-weight:normal;left:513.395px;top:64.5px;">5,012 </div><div id="a51246" style="position:absolute;font-weight:normal;left:594.395px;top:64.5px;">3,971 </div><div id="a51248" style="position:absolute;font-weight:normal;left:4.693px;top:81.3px;">Consolidated sales and other operating revenues<div style="display:inline-block;width:2.18px"> </div>by product</div><div id="a51251" style="position:absolute;font-weight:bold;left:386.835px;top:81.3px;">$</div><div id="a51253" style="position:absolute;font-weight:bold;left:425.235px;top:81.3px;">32,567 </div><div id="a51256" style="position:absolute;font-weight:normal;left:506.355px;top:81.3px;">36,417 </div><div id="a51259" style="position:absolute;font-weight:normal;left:587.355px;top:81.3px;">29,106 </div><div id="a51261" style="position:absolute;font-size:10.72px;font-weight:normal;font-style:italic;left:4.693px;top:100.3px;">*Includes LNG and bitumen. </div></div></div></div> 18482000000 19571000000 13260000000 8715000000 10720000000 10773000000 814000000 1114000000 1102000000 4556000000 5012000000 3971000000 32567000000 36417000000 29106000000 <div id="TextBlockContainer1200" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:632px;height:276px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="div_1198_XBRL_CS_89189c25c9ae4e02b6f71875bed42b49" style="position:absolute;left:0px;top:0px;float:left;"><div id="TextBlockContainer1199" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:632px;height:276px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a51273" style="position:absolute;font-weight:bold;left:4.693px;top:0px;">Geographic Information</div><div id="a51291" style="position:absolute;font-weight:normal;left:341.528px;top:29.9px;">Millions of Dollars</div><div id="a51295" style="position:absolute;font-weight:normal;left:170.608px;top:48.5px;">Sales and Other Operating Revenues</div><div id="a51296" style="position:absolute;font-size:9.28px;font-weight:normal;left:376.915px;top:48.2px;">(1)</div><div id="a51299" style="position:absolute;font-weight:normal;left:459.955px;top:48.5px;">Long-Lived Assets</div><div id="a51302" style="position:absolute;font-size:9.28px;font-weight:normal;left:567.035px;top:48.2px;">(2)</div><div id="a51307" style="position:absolute;font-weight:bold;left:211.768px;top:65.3px;">2019</div><div id="a51310" style="position:absolute;font-weight:normal;left:290.808px;top:65.3px;">2018</div><div id="a51313" style="position:absolute;font-weight:normal;left:369.715px;top:65.3px;">2017</div><div id="a51316" style="position:absolute;font-weight:bold;left:443.795px;top:65.3px;">2019</div><div id="a51319" style="position:absolute;font-weight:normal;left:522.835px;top:65.3px;">2018</div><div id="a51322" style="position:absolute;font-weight:normal;left:601.755px;top:65.3px;">2017</div><div id="a51339" style="position:absolute;font-weight:normal;left:4.693px;top:97.5px;">United States</div><div id="a51340" style="position:absolute;font-size:9.28px;font-weight:normal;left:79.888px;top:97.2px;">(3)</div><div id="a51342" style="position:absolute;font-weight:bold;left:160.688px;top:97.5px;">$</div><div id="a51344" style="position:absolute;font-weight:bold;left:197.208px;top:97.5px;">21,159 </div><div id="a51347" style="position:absolute;font-weight:normal;left:276.248px;top:97.5px;">22,740 </div><div id="a51350" style="position:absolute;font-weight:normal;left:355.155px;top:97.5px;">17,204 </div><div id="a51353" style="position:absolute;font-weight:bold;left:429.235px;top:97.5px;">26,566 </div><div id="a51356" style="position:absolute;font-weight:normal;left:508.275px;top:97.5px;">26,838 </div><div id="a51359" style="position:absolute;font-weight:normal;left:587.195px;top:97.5px;">23,623 </div><div id="a51362" style="position:absolute;font-size:13.28px;font-weight:normal;left:4.693px;top:114.2px;">Australia and Timor-Leste</div><div id="a51365" style="position:absolute;font-size:9.28px;font-weight:normal;left:146.128px;top:113.2px;">(4)</div><div id="a51368" style="position:absolute;font-weight:bold;left:204.248px;top:113.5px;">1,647 </div><div id="a51372" style="position:absolute;font-weight:normal;left:283.288px;top:113.5px;">1,798 </div><div id="a51375" style="position:absolute;font-weight:normal;left:362.195px;top:113.5px;">1,448 </div><div id="a51378" style="position:absolute;font-weight:bold;left:436.275px;top:113.5px;">7,228 </div><div id="a51381" style="position:absolute;font-weight:normal;left:515.315px;top:113.5px;">9,301 </div><div id="a51384" style="position:absolute;font-weight:normal;left:594.235px;top:113.5px;">9,657 </div><div id="a51387" style="position:absolute;font-weight:normal;left:4.693px;top:129.6px;">Canada</div><div id="a51390" style="position:absolute;font-weight:bold;left:204.248px;top:129.6px;">1,769 </div><div id="a51393" style="position:absolute;font-weight:normal;left:283.288px;top:129.6px;">2,024 </div><div id="a51396" style="position:absolute;font-weight:normal;left:362.195px;top:129.6px;">2,619 </div><div id="a51399" style="position:absolute;font-weight:bold;left:436.275px;top:129.6px;">5,769 </div><div id="a51402" style="position:absolute;font-weight:normal;left:515.315px;top:129.6px;">5,333 </div><div id="a51405" style="position:absolute;font-weight:normal;left:594.235px;top:129.6px;">5,613 </div><div id="a51408" style="position:absolute;font-weight:normal;left:4.693px;top:145.6px;">China</div><div id="a51411" style="position:absolute;font-weight:bold;left:214.808px;top:145.6px;">772 </div><div id="a51414" style="position:absolute;font-weight:normal;left:293.848px;top:145.6px;">836 </div><div id="a51417" style="position:absolute;font-weight:normal;left:372.755px;top:145.6px;">712 </div><div id="a51420" style="position:absolute;font-weight:bold;left:436.275px;top:145.6px;">1,447 </div><div id="a51423" style="position:absolute;font-weight:normal;left:515.315px;top:145.6px;">1,380 </div><div id="a51426" style="position:absolute;font-weight:normal;left:594.235px;top:145.6px;">1,275 </div><div id="a51429" style="position:absolute;font-weight:normal;left:4.693px;top:161.8px;">Indonesia</div><div id="a51432" style="position:absolute;font-weight:bold;left:214.808px;top:161.8px;">875 </div><div id="a51435" style="position:absolute;font-weight:normal;left:293.848px;top:161.8px;">886 </div><div id="a51438" style="position:absolute;font-weight:normal;left:372.755px;top:161.8px;">757 </div><div id="a51441" style="position:absolute;font-weight:bold;left:446.835px;top:161.8px;">605 </div><div id="a51444" style="position:absolute;font-weight:normal;left:525.875px;top:161.8px;">669 </div><div id="a51447" style="position:absolute;font-weight:normal;left:604.795px;top:161.8px;">758 </div><div id="a51450" style="position:absolute;font-weight:normal;left:4.693px;top:177.9px;">Libya</div><div id="a51453" style="position:absolute;font-weight:bold;left:204.248px;top:177.9px;">1,103 </div><div id="a51456" style="position:absolute;font-weight:normal;left:283.288px;top:177.9px;">1,142 </div><div id="a51459" style="position:absolute;font-weight:normal;left:372.755px;top:177.9px;">586 </div><div id="a51462" style="position:absolute;font-weight:bold;left:446.835px;top:177.9px;">668 </div><div id="a51465" style="position:absolute;font-weight:normal;left:525.875px;top:177.9px;">679 </div><div id="a51468" style="position:absolute;font-weight:normal;left:604.795px;top:177.9px;">699 </div><div id="a51471" style="position:absolute;font-weight:normal;left:4.693px;top:193.9px;">Malaysia</div><div id="a51474" style="position:absolute;font-weight:bold;left:204.248px;top:193.9px;">1,230 </div><div id="a51477" style="position:absolute;font-weight:normal;left:283.288px;top:193.9px;">1,346 </div><div id="a51480" style="position:absolute;font-weight:normal;left:362.195px;top:193.9px;">1,103 </div><div id="a51483" style="position:absolute;font-weight:bold;left:436.275px;top:193.9px;">1,871 </div><div id="a51486" style="position:absolute;font-weight:normal;left:515.315px;top:193.9px;">2,327 </div><div id="a51489" style="position:absolute;font-weight:normal;left:594.235px;top:193.9px;">2,736 </div><div id="a51492" style="position:absolute;font-weight:normal;left:4.693px;top:210.1px;">Norway</div><div id="a51495" style="position:absolute;font-weight:bold;left:204.248px;top:210.1px;">2,349 </div><div id="a51498" style="position:absolute;font-weight:normal;left:283.288px;top:210.1px;">2,886 </div><div id="a51501" style="position:absolute;font-weight:normal;left:362.195px;top:210.1px;">2,348 </div><div id="a51504" style="position:absolute;font-weight:bold;left:436.275px;top:210.1px;">5,258 </div><div id="a51507" style="position:absolute;font-weight:normal;left:515.315px;top:210.1px;">5,582 </div><div id="a51510" style="position:absolute;font-weight:normal;left:594.235px;top:210.1px;">6,154 </div><div id="a51513" style="position:absolute;font-weight:normal;left:4.693px;top:226.3px;">United Kingdom</div><div id="a51516" style="position:absolute;font-weight:bold;left:204.248px;top:226.3px;">1,649 </div><div id="a51519" style="position:absolute;font-weight:normal;left:283.288px;top:226.3px;">2,606 </div><div id="a51522" style="position:absolute;font-weight:normal;left:362.195px;top:226.3px;">2,248 </div><div id="a51525" style="position:absolute;font-weight:bold;left:460.755px;top:226.3px;">2 </div><div id="a51528" style="position:absolute;font-weight:normal;left:515.315px;top:226.3px;">1,583 </div><div id="a51531" style="position:absolute;font-weight:normal;left:594.235px;top:226.3px;">3,335 </div><div id="a51534" style="position:absolute;font-weight:normal;left:4.693px;top:242.3px;">Other foreign countries</div><div id="a51537" style="position:absolute;font-weight:bold;left:221.688px;top:242.3px;">14 </div><div id="a51540" style="position:absolute;font-weight:normal;left:293.848px;top:242.3px;">153 </div><div id="a51543" style="position:absolute;font-weight:normal;left:379.635px;top:242.3px;">81 </div><div id="a51546" style="position:absolute;font-weight:bold;left:436.275px;top:242.3px;">1,308 </div><div id="a51549" style="position:absolute;font-weight:normal;left:515.315px;top:242.3px;">1,346 </div><div id="a51552" style="position:absolute;font-weight:normal;left:594.235px;top:242.3px;">1,423 </div><div id="a51555" style="position:absolute;font-weight:normal;left:4.693px;top:259.1px;">Worldwide consolidated</div><div id="a51557" style="position:absolute;font-weight:bold;left:160.688px;top:259.1px;">$</div><div id="a51559" style="position:absolute;font-weight:bold;left:197.208px;top:259.1px;">32,567 </div><div id="a51562" style="position:absolute;font-weight:normal;left:276.248px;top:259.1px;">36,417 </div><div id="a51565" style="position:absolute;font-weight:normal;left:355.155px;top:259.1px;">29,106 </div><div id="a51568" style="position:absolute;font-weight:bold;left:429.235px;top:259.1px;">50,722 </div><div id="a51571" style="position:absolute;font-weight:normal;left:508.275px;top:259.1px;">55,038 </div><div id="a51574" style="position:absolute;font-weight:normal;left:587.195px;top:259.1px;">55,273 </div></div></div></div> 21159000000 22740000000 17204000000 26566000000 26838000000 23623000000 1647000000 1798000000 1448000000 7228000000 9301000000 9657000000 1769000000 2024000000 2619000000 5769000000 5333000000 5613000000 772000000 836000000 712000000 1447000000 1380000000 1275000000 875000000 886000000 757000000 605000000 669000000 758000000 1103000000 1142000000 586000000 668000000 679000000 699000000 1230000000 1346000000 1103000000 1871000000 2327000000 2736000000 2349000000 2886000000 2348000000 5258000000 5582000000 6154000000 1649000000 2606000000 2248000000 2000000 1583000000 3335000000 14000000 153000000 81000000 1308000000 1346000000 1423000000 32567000000 36417000000 29106000000 50722000000 55038000000 55273000000 426000000 1236000000 <div id="TextBlockContainer1208" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:638px;height:773px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a72145" style="position:absolute;font-weight:bold;left:4.693px;top:0px;">Supplementary Information—Condensed Consolidating<div style="display:inline-block;width:1.72px"> </div>Financial Information </div><div id="a72150" style="position:absolute;font-size:10.72px;font-weight:normal;font-style:italic;left:4.693px;top:16.2px;"> </div><div id="a72151" style="position:absolute;font-weight:normal;left:4.693px;top:28.3px;">We have various cross guarantees among ConocoPhillips, ConocoPhillips Company<div style="display:inline-block;width:2px"> </div>and Burlington Resources </div><div id="a72152" style="position:absolute;font-weight:normal;left:4.693px;top:44.5px;">LLC, with respect to publicly held debt securities.<div style="display:inline-block;width:5.44px"> </div>ConocoPhillips Company is 100 percent owned<div style="display:inline-block;width:2.11px"> </div>by </div><div id="a72155" style="position:absolute;font-weight:normal;left:4.693px;top:60.7px;">ConocoPhillips.<div style="display:inline-block;width:6.6px"> </div>Burlington Resources LLC is 100 percent<div style="display:inline-block;width:1.98px"> </div>owned by ConocoPhillips Company.<div style="display:inline-block;width:6.91px"> </div></div><div id="a72157" style="position:absolute;font-weight:normal;left:4.693px;top:76.7px;">ConocoPhillips and/or ConocoPhillips Company<div style="display:inline-block;width:2.16px"> </div>have fully and unconditionally guaranteed<div style="display:inline-block;width:2.12px"> </div>the payment </div><div id="a72158" style="position:absolute;font-weight:normal;left:4.693px;top:92.8px;">obligations of Burlington Resources LLC, with respect<div style="display:inline-block;width:1.88px"> </div>to its publicly held debt securities.<div style="display:inline-block;width:5.87px"> </div>Similarly, </div><div id="a72160" style="position:absolute;font-weight:normal;left:4.693px;top:108.8px;">ConocoPhillips has fully and unconditionally<div style="display:inline-block;width:2.13px"> </div>guaranteed the payment obligations of ConocoPhillips<div style="display:inline-block;width:1.82px"> </div>Company </div><div id="a72161" style="position:absolute;font-weight:normal;left:4.693px;top:125px;">with respect to its publicly held debt securities.<div style="display:inline-block;width:5.61px"> </div>In addition, ConocoPhillips Company<div style="display:inline-block;width:2.14px"> </div>has fully and </div><div id="a72162" style="position:absolute;font-weight:normal;left:4.693px;top:141.1px;">unconditionally guaranteed the payment obligations<div style="display:inline-block;width:1.96px"> </div>of ConocoPhillips with respect to its publicly<div style="display:inline-block;width:1.97px"> </div>held debt </div><div id="a72164" style="position:absolute;font-weight:normal;left:4.693px;top:157.1px;">securities.<div style="display:inline-block;width:6.67px"> </div>All guarantees are joint and several.<div style="display:inline-block;width:5.97px"> </div>The following condensed consolidating financial<div style="display:inline-block;width:2.01px"> </div>information </div><div id="a72165" style="position:absolute;font-weight:normal;left:4.693px;top:173.3px;">presents the results of operations, financial position<div style="display:inline-block;width:1.93px"> </div>and cash flows for: </div><div id="a72167" style="position:absolute;font-weight:normal;left:4.693px;top:189.5px;"> </div><div id="a72168" style="position:absolute;font-weight:normal;left:28.693px;top:206.4px;">●</div><div id="a72169" style="position:absolute;font-family:Arial;font-weight:normal;left:35.093px;top:206.3px;"> </div><div id="a72170" style="position:absolute;font-weight:normal;left:52.688px;top:206.4px;">ConocoPhillips, ConocoPhillips Company and<div style="display:inline-block;width:2.12px"> </div>Burlington Resources LLC (in each case, reflecting </div><div id="a72171" style="position:absolute;font-weight:normal;left:52.688px;top:222.6px;">investments in subsidiaries utilizing the equity<div style="display:inline-block;width:2.06px"> </div>method of accounting). </div><div id="a72173" style="position:absolute;font-weight:normal;left:28.693px;top:239.7px;">●</div><div id="a72174" style="position:absolute;font-family:Arial;font-weight:normal;left:35.093px;top:239.6px;"> </div><div id="a72175" style="position:absolute;font-weight:normal;left:52.688px;top:239.7px;">All other nonguarantor subsidiaries of ConocoPhillips. </div><div id="a72177" style="position:absolute;font-weight:normal;left:28.693px;top:256.9px;">●</div><div id="a72178" style="position:absolute;font-family:Arial;font-weight:normal;left:35.093px;top:256.7px;"> </div><div id="a72179" style="position:absolute;font-weight:normal;left:52.688px;top:256.9px;">The consolidating adjustments necessary to present<div style="display:inline-block;width:1.96px"> </div>ConocoPhillips’ results on a consolidated<div style="display:inline-block;width:2.14px"> </div>basis. </div><div id="a72182" style="position:absolute;font-weight:normal;left:4.693px;top:272.9px;"> </div><div id="a72183" style="position:absolute;font-weight:normal;left:4.693px;top:289px;">In 2017, ConocoPhillips Company received a $</div><div id="a72183_44_4" style="position:absolute;font-weight:normal;left:270.294px;top:289px;">9.8 </div><div id="a72183_48_33" style="position:absolute;font-weight:normal;left:291.414px;top:289px;">billion return of capital and a $</div><div id="a72183_81_3" style="position:absolute;font-weight:normal;left:464.854px;top:289px;">1.4 </div><div id="a72183_84_24" style="position:absolute;font-weight:normal;left:482.195px;top:289px;"><div style="display:inline-block;width:3.52px"> </div>billion loan repayment </div><div id="a72186" style="position:absolute;font-weight:normal;left:4.693px;top:305.2px;">from nonguarantor subsidiaries to settle certain<div style="display:inline-block;width:2.04px"> </div>accumulated intercompany balances.<div style="display:inline-block;width:5.92px"> </div>These transactions had </div><div id="a72190" style="position:absolute;font-weight:normal;left:4.693px;top:321.2px;">no impact on our consolidated financial statements. </div><div id="a72192" style="position:absolute;font-weight:normal;left:4.693px;top:337.3px;"> </div><div id="a72193" style="position:absolute;font-weight:normal;left:4.693px;top:353.5px;">In 2017, ConocoPhillips received a $</div><div id="a72193_36_3" style="position:absolute;font-weight:normal;left:212.534px;top:353.5px;">7.8 </div><div id="a72193_39_34" style="position:absolute;font-weight:normal;left:229.974px;top:353.5px;"><div style="display:inline-block;width:3.52px"> </div>billion return of capital and a $</div><div id="a72193_73_3" style="position:absolute;font-weight:normal;left:406.995px;top:353.5px;">0.2 </div><div id="a72193_76_33" style="position:absolute;font-weight:normal;left:424.435px;top:353.5px;"><div style="display:inline-block;width:3.52px"> </div>billion return of earnings from </div><div id="a72196" style="position:absolute;font-weight:normal;left:4.693px;top:369.5px;">ConocoPhillips Company to settle certain<div style="display:inline-block;width:2.16px"> </div>accumulated intercompany balances.<div style="display:inline-block;width:6.08px"> </div>These transactions had no </div><div id="a72200" style="position:absolute;font-weight:normal;left:4.693px;top:385.7px;">impact on our consolidated financial statements. </div><div id="a72202" style="position:absolute;font-weight:normal;left:4.693px;top:401.7px;"> </div><div id="a72203" style="position:absolute;font-weight:normal;left:4.693px;top:417.8px;">In 2018, ConocoPhillips Company received a $</div><div id="a72203_44_3" style="position:absolute;font-weight:normal;left:270.294px;top:417.8px;">4.8 </div><div id="a72203_47_35" style="position:absolute;font-weight:normal;left:287.894px;top:417.8px;"><div style="display:inline-block;width:3.52px"> </div>billion return of earnings and a $</div><div id="a72203_82_3" style="position:absolute;font-weight:normal;left:474.995px;top:417.8px;">2.4 </div><div id="a72203_85_24" style="position:absolute;font-weight:normal;left:492.435px;top:417.8px;"><div style="display:inline-block;width:3.52px"> </div>billion loan repayment </div><div id="a72206" style="position:absolute;font-weight:normal;left:4.693px;top:434px;">from nonguarantor subsidiaries to settle certain<div style="display:inline-block;width:2.04px"> </div>accumulated intercompany balances.<div style="display:inline-block;width:5.86px"> </div>These transactions had </div><div id="a72207" style="position:absolute;font-weight:normal;left:4.693px;top:450px;">no impact on our consolidated financial statements.<div style="display:inline-block;width:9.02px"> </div></div><div id="a72209" style="position:absolute;font-weight:normal;left:4.693px;top:466.2px;"> </div><div id="a72210" style="position:absolute;font-weight:normal;left:4.693px;top:482.2px;">In 2018, ConocoPhillips received a $</div><div id="a72210_36_3" style="position:absolute;font-weight:normal;left:212.534px;top:482.2px;">3.5 </div><div id="a72210_39_34" style="position:absolute;font-weight:normal;left:229.974px;top:482.2px;"><div style="display:inline-block;width:3.52px"> </div>billion return of capital and a $</div><div id="a72210_73_3" style="position:absolute;font-weight:normal;left:406.968px;top:482.2px;">1.0 </div><div id="a72210_76_33" style="position:absolute;font-weight:normal;left:424.408px;top:482.2px;"><div style="display:inline-block;width:3.52px"> </div>billion return of earnings from </div><div id="a72212" style="position:absolute;font-weight:normal;left:4.693px;top:498.3px;">ConocoPhillips Company to settle certain<div style="display:inline-block;width:2.16px"> </div>accumulated intercompany balances.<div style="display:inline-block;width:6.02px"> </div>These transactions had no </div><div id="a72213" style="position:absolute;font-weight:normal;left:4.693px;top:514.5px;">impact on our consolidated financial statements. </div><div id="a72215" style="position:absolute;font-weight:normal;left:4.693px;top:530.5px;"> </div><div id="a72216" style="position:absolute;font-weight:normal;left:4.693px;top:546.7px;">In 2019, ConocoPhillips received a $</div><div id="a72216_36_3" style="position:absolute;font-weight:normal;left:212.534px;top:546.7px;">2.4 </div><div id="a72216_39_34" style="position:absolute;font-weight:normal;left:229.974px;top:546.7px;"><div style="display:inline-block;width:3.52px"> </div>billion return of capital and a $</div><div id="a72216_73_3" style="position:absolute;font-weight:normal;left:406.968px;top:546.7px;">1.7 </div><div id="a72216_76_33" style="position:absolute;font-weight:normal;left:424.408px;top:546.7px;"><div style="display:inline-block;width:3.52px"> </div>billion return of earnings from </div><div id="a72218" style="position:absolute;font-weight:normal;left:4.693px;top:562.8px;">ConocoPhillips Company to settle certain<div style="display:inline-block;width:2.16px"> </div>accumulated intercompany balances.<div style="display:inline-block;width:6.02px"> </div>This transaction had no impact </div><div id="a72219" style="position:absolute;font-weight:normal;left:4.693px;top:578.8px;">on our consolidated financial statements.<div style="display:inline-block;width:9.26px"> </div></div><div id="a72221" style="position:absolute;font-weight:normal;left:4.693px;top:595px;"> </div><div id="a72222" style="position:absolute;font-weight:normal;left:4.693px;top:611px;">In 2019, ConocoPhillips Company received a $</div><div id="a72222_44_3" style="position:absolute;font-weight:normal;left:270.328px;top:611px;">4.5 </div><div id="a72222_47_35" style="position:absolute;font-weight:normal;left:287.928px;top:611px;"><div style="display:inline-block;width:3.52px"> </div>billion return of earnings and a $</div><div id="a72222_82_3" style="position:absolute;font-weight:normal;left:474.968px;top:611px;">4.2 </div><div id="a72222_85_27" style="position:absolute;font-weight:normal;left:492.408px;top:611px;"><div style="display:inline-block;width:3.52px"> </div>billion return of capital </div><div id="a72224" style="position:absolute;font-weight:normal;left:4.693px;top:627.1px;">from nonguarantor subsidiaries to settle certain<div style="display:inline-block;width:2.04px"> </div>accumulated intercompany balances.<div style="display:inline-block;width:5.86px"> </div>These transactions had </div><div id="a72225" style="position:absolute;font-weight:normal;left:4.693px;top:643.3px;">no impact on our consolidated financial statements. </div><div id="a72227" style="position:absolute;font-weight:normal;left:4.693px;top:659.3px;"> </div><div id="a72228" style="position:absolute;font-weight:normal;left:4.693px;top:675.5px;">In 2019, Burlington Resources LLC received<div style="display:inline-block;width:2.15px"> </div>a $</div><div id="a72228_46_3" style="position:absolute;font-weight:normal;left:277.648px;top:675.5px;">3.2 </div><div id="a72228_49_59" style="position:absolute;font-weight:normal;left:295.248px;top:675.5px;"><div style="display:inline-block;width:3.52px"> </div>billion return of earnings from nonguarantor<div style="display:inline-block;width:2.15px"> </div>subsidiaries </div><div id="a72230" style="position:absolute;font-weight:normal;left:4.693px;top:691.6px;">to settle certain accumulated intercompany balances.<div style="display:inline-block;width:5.29px"> </div>These transactions had no impact on our consolidated </div><div id="a72231" style="position:absolute;font-weight:normal;left:4.693px;top:707.7px;">financial statements. </div><div id="a72233" style="position:absolute;font-weight:normal;left:4.693px;top:723.8px;"> </div><div id="a72234" style="position:absolute;font-weight:normal;left:4.693px;top:739.8px;">This condensed consolidating financial information<div style="display:inline-block;width:1.87px"> </div>should be read in conjunction with the accompanying </div><div id="a72237" style="position:absolute;font-weight:normal;left:4.693px;top:756px;">consolidated financial statements and notes.<div style="display:inline-block;width:2.26px"> </div></div></div><div id="TextBlockContainer1212" style="position:relative;font-family:Times New Roman;font-size:9.28px;color:#000000;line-height:normal;width:83px;height:11px;display:inline-block;"><div id="div_1210_XBRL_CS_9610332c2ba04cb19df8168113ce66cb" style="position:absolute;left:0px;top:0px;float:left;"><div id="TextBlockContainer1211" style="position:relative;font-family:Times New Roman;font-size:9.28px;color:#000000;line-height:normal;width:83px;height:11px;display:inline-block;"><div id="a72245" style="position:absolute;font-weight:normal;left:3.093px;top:0px;">Millions of Dollars </div></div></div></div><div id="TextBlockContainer1216" style="position:relative;font-family:Times New Roman;font-size:9.28px;color:#000000;line-height:normal;width:83px;height:11px;display:inline-block;"><div id="div_1214_XBRL_CS_964a0a33942c4eed9dd367d92490325c" style="position:absolute;left:0px;top:0px;float:left;"><div id="TextBlockContainer1215" style="position:relative;font-family:Times New Roman;font-size:9.28px;color:#000000;line-height:normal;width:83px;height:11px;display:inline-block;"><div id="a73534" style="position:absolute;font-weight:normal;left:3.093px;top:0px;">Millions of Dollars </div></div></div></div><div id="TextBlockContainer1220" style="position:relative;font-family:Times New Roman;font-size:9.28px;color:#000000;line-height:normal;width:83px;height:11px;display:inline-block;"><div id="div_1218_XBRL_CS_91a994ba123b45dc903693bd3568f94e" style="position:absolute;left:0px;top:0px;float:left;"><div id="TextBlockContainer1219" style="position:relative;font-family:Times New Roman;font-size:9.28px;color:#000000;line-height:normal;width:83px;height:11px;display:inline-block;"><div id="a74132" style="position:absolute;font-weight:normal;left:3.093px;top:0px;">Millions of Dollars </div></div></div></div><div id="TextBlockContainer1224" style="position:relative;font-family:Times New Roman;font-size:9.28px;color:#000000;line-height:normal;width:83px;height:11px;display:inline-block;"><div id="div_1222_XBRL_CS_8f5e45f570314902b6af74d2b162d88d" style="position:absolute;left:0px;top:0px;float:left;"><div id="TextBlockContainer1223" style="position:relative;font-family:Times New Roman;font-size:9.28px;color:#000000;line-height:normal;width:83px;height:11px;display:inline-block;"><div id="a75541" style="position:absolute;font-weight:normal;left:3.093px;top:0px;">Millions of Dollars </div></div></div></div><div id="TextBlockContainer1227" style="position:relative;font-family:Times New Roman;font-size:9.28px;color:#000000;line-height:normal;width:83px;height:11px;display:inline-block;"><div id="a76811" style="position:absolute;font-weight:normal;left:3.093px;top:0px;">Millions of Dollars </div></div> 9800000 1400000 7800000000 200000000 200000000 4800000000 2400000000 3500000000 1000000000.0 2400000000 1700000000 4500000000 4200000000 3200000000 <div id="TextBlockContainer1211" style="position:relative;font-family:Times New Roman;font-size:9.28px;color:#000000;line-height:normal;width:83px;height:11px;display:inline-block;"><div id="a72245" style="position:absolute;font-weight:normal;left:3.093px;top:0px;">Millions of Dollars </div></div><div id="TextBlockContainer1215" style="position:relative;font-family:Times New Roman;font-size:9.28px;color:#000000;line-height:normal;width:83px;height:11px;display:inline-block;"><div id="a73534" style="position:absolute;font-weight:normal;left:3.093px;top:0px;">Millions of Dollars </div></div> 0 14510000000 0 18057000000 0 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85000000 0 1235000000 0 1320000000 0 638000000 0 171000000 0 809000000 85000000 587000000 35000000 552000000 0 1259000000 82000000 6420000000 124000000 9170000000 -8401000000 7395000000 3791000000 7151000000 2143000000 2249000000 -478000000 14856000000 0 415000000 0 7273000000 0 0 7688000000 0 0 0 5819000000 -798000000 5021000000 0 1340000000 0 424000000 0 1764000000 725000000 9277000000 839000000 8126000000 -17775000000 1192000000 4598000000 24603000000 3106000000 33061000000 -27452000000 37916000000 27512000000 18511000000 1113000000 9764000000 -22890000000 34010000000 -2135000000 17944000000 11285000000 29613000000 -58778000000 -2071000000 0 0 0 125000000 0 125000000 29975000000 61058000000 15504000000 72563000000 -109120000000 69980000000 <div id="TextBlockContainer1223" style="position:relative;font-family:Times New Roman;font-size:9.28px;color:#000000;line-height:normal;width:83px;height:11px;display:inline-block;"><div id="a75541" style="position:absolute;font-weight:normal;left:3.093px;top:0px;">Millions of Dollars </div></div><div id="TextBlockContainer1228" style="position:relative;font-family:Times New Roman;font-size:9.28px;color:#000000;line-height:normal;width:83px;height:11px;display:inline-block;"><div id="div_1226_XBRL_CS_2b33bc4066964332913d3890fc29b5a7" style="position:absolute;left:0px;top:0px;float:left;"><div id="TextBlockContainer1227" style="position:relative;font-family:Times New Roman;font-size:9.28px;color:#000000;line-height:normal;width:83px;height:11px;display:inline-block;"><div id="a76811" style="position:absolute;font-weight:normal;left:3.093px;top:0px;">Millions of Dollars </div></div></div></div> 1457000000 7986000000 3207000000 9803000000 -11349000000 11104000000 0 2517000000 0 5714000000 -1595000000 6636000000 0 37000000 0 -140000000 0 -103000000 2374000000 7047000000 769000000 1055000000 -8233000000 3012000000 0 2803000000 0 107000000 0 2910000000 0 812000000 0 0 -812000000 0 0 141000000 0 147000000 -161000000 127000000 1060000000 -2849000000 1402000000 387000000 0 0 0 149000000 0 -41000000 0 108000000 3434000000 -1905000000 2171000000 -4331000000 -5987000000 -6618000000 0 0 0 812000000 -812000000 0 0 21000000 0 220000000 -161000000 80000000 105000000 0 0 0 -135000000 -30000000 3500000000 0 0 0 0 3500000000 1500000000 4034000000 454000000 7097000000 -11585000000 1500000000 4000000 0 -4924000000 -1736000000 6537000000 -119000000 -4891000000 -4055000000 -5378000000 -8241000000 17336000000 -5229000000 0 -11000000 0 -35000000 0 -46000000 0 2015000000 0 -2804000000 0 -789000000 0 1428000000 0 4723000000 0 6151000000 0 3443000000 0 1919000000 0 5362000000 860000000 4019000000 838000000 14132000000 -6915000000 12934000000 0 980000000 603000000 5777000000 -610000000 6750000000 0 -110000000 0 42000000 0 -68000000 3457000000 666000000 1926000000 705000000 -5672000000 1082000000 0 0 0 -1620000000 0 -1620000000 0 126000000 173000000 10000000 -309000000 0 589000000 3432000000 212000000 129000000 -4243000000 119000000 -803000000 3504000000 -2150000000 -551000000 0 0 0 -151000000 0 -3000000 0 -154000000 3243000000 6537000000 -788000000 -3839000000 -8996000000 -3843000000 0 10000000 0 299000000 -309000000 0 0 4865000000 53000000 4320000000 -4243000000 4995000000 254000000 0 0 0 -133000000 121000000 2999000000 0 0 0 0 2999000000 1363000000 1043000000 0 6057000000 -7100000000 1363000000 5000000 -3468000000 0 -1670000000 5010000000 -123000000 -4103000000 -9366000000 -53000000 -11748000000 15911000000 -9359000000 0 4000000 0 -121000000 0 -117000000 0 1194000000 -3000000 -1576000000 0 -385000000 0 234000000 3000000 6299000000 0 6536000000 0 1428000000 0 4723000000 0 6151000000 71000000 1183000000 2971000000 5904000000 -3052000000 7077000000 0 1663000000 4351000000 3795000000 -5218000000 4591000000 0 194000000 0 -62000000 0 132000000 7765000000 11146000000 12178000000 12796000000 -30025000000 13860000000 0 0 0 1790000000 0 1790000000 0 214000000 65000000 20000000 -299000000 0 658000000 1527000000 389000000 2196000000 -4655000000 115000000 1151000000 101000000 -1341000000 89000000 0 0 0 8000000 0 -44000000 0 -36000000 9574000000 11083000000 6810000000 9458000000 -29163000000 7762000000 0 20000000 0 279000000 -299000000 0 5459000000 4411000000 0 2661000000 -4655000000 7876000000 115000000 0 0 0 -178000000 -63000000 3000000000 0 0 0 0 3000000000 1305000000 235000000 0 2995000000 -3230000000 1305000000 4000000 -7765000000 -9781000000 -7377000000 24807000000 -112000000 -9645000000 -12391000000 -9781000000 -12754000000 32215000000 -12356000000 0 1000000 -2000000 233000000 0 232000000 0 -124000000 -2000000 2841000000 0 2715000000 0 358000000 5000000 3247000000 0 3610000000 0 234000000 3000000 6088000000 0 6325000000 <div id="TextBlockContainer1232" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:641px;height:429px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="div_1230_XBRL_CS_05ab6e0a532e4a6588b84c824312bd75" style="position:absolute;left:0px;top:0px;float:left;"><div id="TextBlockContainer1231" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:641px;height:429px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a77646" style="position:absolute;font-weight:bold;left:4.693px;top:0px;">SCHEDULE II—VALUATION<div style="display:inline-block;width:5.34px"> </div>AND QUALIFYING ACCOUNTS (Consolidated)</div><div id="a77662" style="position:absolute;font-weight:bold;left:4.693px;top:28px;">ConocoPhillips</div><div id="a77673" style="position:absolute;font-size:12px;font-weight:normal;left:407.795px;top:44.3px;">Millions of Dollars </div><div id="a77678" style="position:absolute;font-size:12px;font-weight:normal;left:291.448px;top:59.5px;">Balance at </div><div id="a77681" style="position:absolute;font-size:12px;font-weight:normal;left:351.795px;top:59.5px;">Charged to </div><div id="a77688" style="position:absolute;font-size:12px;font-weight:normal;left:578.715px;top:59.5px;">Balance at </div><div id="a77690" style="position:absolute;font-size:12px;font-weight:normal;left:4.693px;top:73.6px;">Description </div><div id="a77693" style="position:absolute;font-size:12px;font-weight:normal;left:295.288px;top:73.6px;">January 1 </div><div id="a77696" style="position:absolute;font-size:12px;font-weight:normal;left:364.115px;top:73.6px;">Expense </div><div id="a77699" style="position:absolute;font-size:12px;font-weight:normal;left:431.475px;top:73.6px;">Other </div><div id="a77701" style="position:absolute;font-size:12px;font-weight:normal;left:458.835px;top:73.6px;">(a) </div><div id="a77703" style="position:absolute;font-size:12px;font-weight:normal;left:485.075px;top:73.6px;">Deductions </div><div id="a77706" style="position:absolute;font-size:12px;font-weight:normal;left:564.635px;top:73.6px;">December 31 </div><div id="a77708" style="position:absolute;font-size:12px;font-weight:bold;left:4.693px;top:88.3px;">2019 </div><div id="a77720" style="position:absolute;font-size:12px;font-weight:normal;left:4.693px;top:102.2px;">Deducted from asset accounts: </div><div id="a77733" style="position:absolute;font-size:12px;font-weight:normal;left:14.773px;top:116.3px;">Allowance for doubtful accounts and notes receivable </div><div id="a77735" style="position:absolute;font-size:12px;font-weight:bold;left:282.808px;top:116.3px;">$ </div><div id="a77737" style="position:absolute;font-size:12px;font-weight:bold;left:325.688px;top:116.3px;">25 </div><div id="a77740" style="position:absolute;font-size:12px;font-weight:bold;left:394.675px;top:116.3px;">5 </div><div id="a77743" style="position:absolute;font-size:12px;font-weight:bold;left:450.835px;top:116.3px;">- </div><div id="a77746" style="position:absolute;font-size:12px;font-weight:bold;left:519.795px;top:116.3px;">(17) </div><div id="a77748" style="position:absolute;font-size:12px;font-weight:bold;left:539.835px;top:116.3px;">(b) </div><div id="a77750" style="position:absolute;font-size:12px;font-weight:bold;left:612.955px;top:116.3px;">13 </div><div id="a77753" style="position:absolute;font-size:12px;font-weight:normal;left:14.773px;top:134.2px;">Deferred tax asset valuation allowance </div><div id="a77756" style="position:absolute;font-size:12px;font-weight:bold;left:310.648px;top:134.2px;">3,040 </div><div id="a77759" style="position:absolute;font-size:12px;font-weight:bold;left:373.715px;top:134.2px;">7,376 </div><div id="a77762" style="position:absolute;font-size:12px;font-weight:bold;left:438.835px;top:134.2px;">(26) </div><div id="a77765" style="position:absolute;font-size:12px;font-weight:bold;left:513.875px;top:134.2px;">(176) </div><div id="a77768" style="position:absolute;font-size:12px;font-weight:bold;left:591.995px;top:134.2px;">10,214 </div><div id="a77770" style="position:absolute;font-size:12px;font-weight:normal;left:4.693px;top:148.1px;">Included in other liabilities: </div><div id="a77783" style="position:absolute;font-size:12px;font-weight:normal;left:14.773px;top:162.2px;">Restructuring accruals </div><div id="a77786" style="position:absolute;font-size:12px;font-weight:bold;left:325.688px;top:162.2px;">48 </div><div id="a77789" style="position:absolute;font-size:12px;font-weight:bold;left:390.835px;top:162.2px;">(1) </div><div id="a77792" style="position:absolute;font-size:12px;font-weight:bold;left:450.835px;top:162.2px;">- </div><div id="a77795" style="position:absolute;font-size:12px;font-weight:bold;left:519.795px;top:162.2px;">(24) </div><div id="a77797" style="position:absolute;font-size:12px;font-weight:bold;left:539.835px;top:162.2px;">(c) </div><div id="a77799" style="position:absolute;font-size:12px;font-weight:bold;left:612.955px;top:162.2px;">23 </div><div id="a77801" style="position:absolute;font-size:12px;font-weight:normal;left:4.693px;top:176.8px;">2018 </div><div id="a77813" style="position:absolute;font-size:12px;font-weight:normal;left:4.693px;top:190.9px;">Deducted from asset accounts: </div><div id="a77826" style="position:absolute;font-size:12px;font-weight:normal;left:14.773px;top:204.8px;">Allowance for doubtful accounts and notes receivable </div><div id="a77828" style="position:absolute;font-size:12px;font-weight:normal;left:282.808px;top:204.8px;">$ </div><div id="a77830" style="position:absolute;font-size:12px;font-weight:normal;left:331.608px;top:204.8px;">4 </div><div id="a77833" style="position:absolute;font-size:12px;font-weight:normal;left:388.755px;top:204.8px;">23 </div><div id="a77836" style="position:absolute;font-size:12px;font-weight:normal;left:450.835px;top:204.8px;">- </div><div id="a77839" style="position:absolute;font-size:12px;font-weight:normal;left:525.875px;top:204.8px;">(2) </div><div id="a77841" style="position:absolute;font-size:12px;font-weight:normal;left:539.835px;top:204.8px;">(b) </div><div id="a77843" style="position:absolute;font-size:12px;font-weight:normal;left:612.955px;top:204.8px;">25 </div><div id="a77846" style="position:absolute;font-size:12px;font-weight:normal;left:14.773px;top:218.9px;">Deferred tax asset valuation allowance </div><div id="a77849" style="position:absolute;font-size:12px;font-weight:normal;left:310.648px;top:218.9px;">1,254 </div><div id="a77852" style="position:absolute;font-size:12px;font-weight:normal;left:373.715px;top:218.9px;">2,067 </div><div id="a77855" style="position:absolute;font-size:12px;font-weight:normal;left:444.915px;top:218.9px;">(8) </div><div id="a77858" style="position:absolute;font-size:12px;font-weight:normal;left:513.875px;top:218.9px;">(273) </div><div id="a77861" style="position:absolute;font-size:12px;font-weight:normal;left:597.915px;top:218.9px;">3,040 </div><div id="a77863" style="position:absolute;font-size:12px;font-weight:normal;left:4.693px;top:232.8px;">Included in other liabilities: </div><div id="a77876" style="position:absolute;font-size:12px;font-weight:normal;left:14.773px;top:246.9px;">Restructuring accruals </div><div id="a77879" style="position:absolute;font-size:12px;font-weight:normal;left:325.688px;top:246.9px;">53 </div><div id="a77882" style="position:absolute;font-size:12px;font-weight:normal;left:388.755px;top:246.9px;">70 </div><div id="a77885" style="position:absolute;font-size:12px;font-weight:normal;left:444.915px;top:246.9px;">(2) </div><div id="a77888" style="position:absolute;font-size:12px;font-weight:normal;left:519.795px;top:246.9px;">(73) </div><div id="a77890" style="position:absolute;font-size:12px;font-weight:normal;left:539.835px;top:246.9px;">(c) </div><div id="a77892" style="position:absolute;font-size:12px;font-weight:normal;left:612.955px;top:246.9px;">48 </div><div id="a77894" style="position:absolute;font-size:12px;font-weight:normal;left:4.693px;top:261.4px;">2017 </div><div id="a77906" style="position:absolute;font-size:12px;font-weight:normal;left:4.693px;top:275.5px;">Deducted from asset accounts: </div><div id="a77919" style="position:absolute;font-size:12px;font-weight:normal;left:14.773px;top:289.4px;">Allowance for doubtful accounts and notes receivable </div><div id="a77921" style="position:absolute;font-size:12px;font-weight:normal;left:282.808px;top:289.4px;">$ </div><div id="a77923" style="position:absolute;font-size:12px;font-weight:normal;left:331.608px;top:289.4px;">5 </div><div id="a77926" style="position:absolute;font-size:12px;font-weight:normal;left:394.675px;top:289.4px;">2 </div><div id="a77929" style="position:absolute;font-size:12px;font-weight:normal;left:450.835px;top:289.4px;">- </div><div id="a77932" style="position:absolute;font-size:12px;font-weight:normal;left:525.875px;top:289.4px;">(3) </div><div id="a77934" style="position:absolute;font-size:12px;font-weight:normal;left:539.835px;top:289.4px;">(b) </div><div id="a77936" style="position:absolute;font-size:12px;font-weight:normal;left:618.875px;top:289.4px;">4 </div><div id="a77939" style="position:absolute;font-size:12px;font-weight:normal;left:14.773px;top:303.5px;">Deferred tax asset valuation allowance </div><div id="a77942" style="position:absolute;font-size:12px;font-weight:normal;left:319.608px;top:303.5px;">675 </div><div id="a77945" style="position:absolute;font-size:12px;font-weight:normal;left:382.675px;top:303.5px;">560 </div><div id="a77948" style="position:absolute;font-size:12px;font-weight:normal;left:442.835px;top:303.5px;">19 </div><div id="a77951" style="position:absolute;font-size:12px;font-weight:normal;left:531.835px;top:303.5px;">- </div><div id="a77954" style="position:absolute;font-size:12px;font-weight:normal;left:597.915px;top:303.5px;">1,254 </div><div id="a77956" style="position:absolute;font-size:12px;font-weight:normal;left:4.693px;top:317.3px;">Included in other liabilities: </div><div id="a77969" style="position:absolute;font-size:12px;font-weight:normal;left:14.773px;top:332px;">Restructuring accruals </div><div id="a77972" style="position:absolute;font-size:12px;font-weight:normal;left:325.688px;top:332px;">80 </div><div id="a77975" style="position:absolute;font-size:12px;font-weight:normal;left:388.755px;top:332px;">65 </div><div id="a77978" style="position:absolute;font-size:12px;font-weight:normal;left:448.755px;top:332px;">1 </div><div id="a77981" style="position:absolute;font-size:12px;font-weight:normal;left:519.795px;top:332px;">(93) </div><div id="a77983" style="position:absolute;font-size:12px;font-weight:normal;left:539.835px;top:332px;">(c) </div><div id="a77985" style="position:absolute;font-size:12px;font-weight:normal;left:612.955px;top:332px;">53 </div><div id="a77987" style="position:absolute;font-size:10.72px;font-weight:normal;font-style:italic;left:4.693px;top:346.5px;">(a)Represents acquisitions/dispositions/revisions and the effect of translating foreign financial statements. </div><div id="a77989" style="position:absolute;font-size:10.72px;font-weight:normal;font-style:italic;left:4.693px;top:360.4px;">(b)Amounts charged off less recoveries of amounts previously charged off. </div><div id="a77991" style="position:absolute;font-size:10.72px;font-weight:normal;font-style:italic;left:4.693px;top:374.5px;">(c)Benefit payments. </div><div id="a78005" style="position:absolute;font-size:10.72px;font-weight:normal;left:4.693px;top:401.8px;">See Note 19</div><div id="a78006" style="position:absolute;font-family:Calibri;font-size:10.72px;font-weight:normal;left:56.848px;top:401.4px;">—</div><div id="a78007" style="position:absolute;font-size:12px;font-weight:normal;left:66.608px;top:400.6px;">Income Taxes, in the Notes to Consolidated Financial Statements, for additional information related to our deferred </div><div id="a78008" style="position:absolute;font-size:12px;font-weight:normal;left:4.693px;top:414.7px;">tax asset valuation allowance.</div></div></div></div> <div id="TextBlockContainer1231" style="position:relative;font-family:Times New Roman;font-size:14.08px;color:#000000;line-height:normal;width:641px;height:429px;display:inline-block;border:inherit;margin-left:-2px;margin-right:-2px;"><div id="a77646" style="position:absolute;font-weight:bold;left:4.693px;top:0px;">SCHEDULE II—VALUATION<div style="display:inline-block;width:5.34px"> </div>AND QUALIFYING ACCOUNTS (Consolidated)</div><div id="a77662" style="position:absolute;font-weight:bold;left:4.693px;top:28px;">ConocoPhillips</div><div id="a77673" style="position:absolute;font-size:12px;font-weight:normal;left:407.795px;top:44.3px;">Millions of Dollars </div><div id="a77678" style="position:absolute;font-size:12px;font-weight:normal;left:291.448px;top:59.5px;">Balance at </div><div id="a77681" style="position:absolute;font-size:12px;font-weight:normal;left:351.795px;top:59.5px;">Charged to </div><div id="a77688" style="position:absolute;font-size:12px;font-weight:normal;left:578.715px;top:59.5px;">Balance at </div><div id="a77690" style="position:absolute;font-size:12px;font-weight:normal;left:4.693px;top:73.6px;">Description </div><div id="a77693" style="position:absolute;font-size:12px;font-weight:normal;left:295.288px;top:73.6px;">January 1 </div><div id="a77696" style="position:absolute;font-size:12px;font-weight:normal;left:364.115px;top:73.6px;">Expense </div><div id="a77699" style="position:absolute;font-size:12px;font-weight:normal;left:431.475px;top:73.6px;">Other </div><div id="a77701" style="position:absolute;font-size:12px;font-weight:normal;left:458.835px;top:73.6px;">(a) </div><div id="a77703" style="position:absolute;font-size:12px;font-weight:normal;left:485.075px;top:73.6px;">Deductions </div><div id="a77706" style="position:absolute;font-size:12px;font-weight:normal;left:564.635px;top:73.6px;">December 31 </div><div id="a77708" style="position:absolute;font-size:12px;font-weight:bold;left:4.693px;top:88.3px;">2019 </div><div id="a77720" style="position:absolute;font-size:12px;font-weight:normal;left:4.693px;top:102.2px;">Deducted from asset accounts: </div><div id="a77733" style="position:absolute;font-size:12px;font-weight:normal;left:14.773px;top:116.3px;">Allowance for doubtful accounts and notes receivable </div><div id="a77735" style="position:absolute;font-size:12px;font-weight:bold;left:282.808px;top:116.3px;">$ </div><div id="a77737" style="position:absolute;font-size:12px;font-weight:bold;left:325.688px;top:116.3px;">25 </div><div id="a77740" style="position:absolute;font-size:12px;font-weight:bold;left:394.675px;top:116.3px;">5 </div><div id="a77743" style="position:absolute;font-size:12px;font-weight:bold;left:450.835px;top:116.3px;">- </div><div id="a77746" style="position:absolute;font-size:12px;font-weight:bold;left:519.795px;top:116.3px;">(17) </div><div id="a77748" style="position:absolute;font-size:12px;font-weight:bold;left:539.835px;top:116.3px;">(b) </div><div id="a77750" style="position:absolute;font-size:12px;font-weight:bold;left:612.955px;top:116.3px;">13 </div><div id="a77753" style="position:absolute;font-size:12px;font-weight:normal;left:14.773px;top:134.2px;">Deferred tax asset valuation allowance </div><div id="a77756" style="position:absolute;font-size:12px;font-weight:bold;left:310.648px;top:134.2px;">3,040 </div><div id="a77759" style="position:absolute;font-size:12px;font-weight:bold;left:373.715px;top:134.2px;">7,376 </div><div id="a77762" style="position:absolute;font-size:12px;font-weight:bold;left:438.835px;top:134.2px;">(26) </div><div id="a77765" style="position:absolute;font-size:12px;font-weight:bold;left:513.875px;top:134.2px;">(176) </div><div id="a77768" style="position:absolute;font-size:12px;font-weight:bold;left:591.995px;top:134.2px;">10,214 </div><div id="a77770" style="position:absolute;font-size:12px;font-weight:normal;left:4.693px;top:148.1px;">Included in other liabilities: </div><div id="a77783" style="position:absolute;font-size:12px;font-weight:normal;left:14.773px;top:162.2px;">Restructuring accruals </div><div id="a77786" style="position:absolute;font-size:12px;font-weight:bold;left:325.688px;top:162.2px;">48 </div><div id="a77789" style="position:absolute;font-size:12px;font-weight:bold;left:390.835px;top:162.2px;">(1) </div><div id="a77792" style="position:absolute;font-size:12px;font-weight:bold;left:450.835px;top:162.2px;">- </div><div id="a77795" style="position:absolute;font-size:12px;font-weight:bold;left:519.795px;top:162.2px;">(24) </div><div id="a77797" style="position:absolute;font-size:12px;font-weight:bold;left:539.835px;top:162.2px;">(c) </div><div id="a77799" style="position:absolute;font-size:12px;font-weight:bold;left:612.955px;top:162.2px;">23 </div><div id="a77801" style="position:absolute;font-size:12px;font-weight:normal;left:4.693px;top:176.8px;">2018 </div><div id="a77813" style="position:absolute;font-size:12px;font-weight:normal;left:4.693px;top:190.9px;">Deducted from asset accounts: </div><div id="a77826" style="position:absolute;font-size:12px;font-weight:normal;left:14.773px;top:204.8px;">Allowance for doubtful accounts and notes receivable </div><div id="a77828" style="position:absolute;font-size:12px;font-weight:normal;left:282.808px;top:204.8px;">$ </div><div id="a77830" style="position:absolute;font-size:12px;font-weight:normal;left:331.608px;top:204.8px;">4 </div><div id="a77833" style="position:absolute;font-size:12px;font-weight:normal;left:388.755px;top:204.8px;">23 </div><div id="a77836" style="position:absolute;font-size:12px;font-weight:normal;left:450.835px;top:204.8px;">- </div><div id="a77839" style="position:absolute;font-size:12px;font-weight:normal;left:525.875px;top:204.8px;">(2) </div><div id="a77841" style="position:absolute;font-size:12px;font-weight:normal;left:539.835px;top:204.8px;">(b) </div><div id="a77843" style="position:absolute;font-size:12px;font-weight:normal;left:612.955px;top:204.8px;">25 </div><div id="a77846" style="position:absolute;font-size:12px;font-weight:normal;left:14.773px;top:218.9px;">Deferred tax asset valuation allowance </div><div id="a77849" style="position:absolute;font-size:12px;font-weight:normal;left:310.648px;top:218.9px;">1,254 </div><div id="a77852" style="position:absolute;font-size:12px;font-weight:normal;left:373.715px;top:218.9px;">2,067 </div><div id="a77855" style="position:absolute;font-size:12px;font-weight:normal;left:444.915px;top:218.9px;">(8) </div><div id="a77858" style="position:absolute;font-size:12px;font-weight:normal;left:513.875px;top:218.9px;">(273) </div><div id="a77861" style="position:absolute;font-size:12px;font-weight:normal;left:597.915px;top:218.9px;">3,040 </div><div id="a77863" style="position:absolute;font-size:12px;font-weight:normal;left:4.693px;top:232.8px;">Included in other liabilities: </div><div id="a77876" style="position:absolute;font-size:12px;font-weight:normal;left:14.773px;top:246.9px;">Restructuring accruals </div><div id="a77879" style="position:absolute;font-size:12px;font-weight:normal;left:325.688px;top:246.9px;">53 </div><div id="a77882" style="position:absolute;font-size:12px;font-weight:normal;left:388.755px;top:246.9px;">70 </div><div id="a77885" style="position:absolute;font-size:12px;font-weight:normal;left:444.915px;top:246.9px;">(2) </div><div id="a77888" style="position:absolute;font-size:12px;font-weight:normal;left:519.795px;top:246.9px;">(73) </div><div id="a77890" style="position:absolute;font-size:12px;font-weight:normal;left:539.835px;top:246.9px;">(c) </div><div id="a77892" style="position:absolute;font-size:12px;font-weight:normal;left:612.955px;top:246.9px;">48 </div><div id="a77894" style="position:absolute;font-size:12px;font-weight:normal;left:4.693px;top:261.4px;">2017 </div><div id="a77906" style="position:absolute;font-size:12px;font-weight:normal;left:4.693px;top:275.5px;">Deducted from asset accounts: </div><div id="a77919" style="position:absolute;font-size:12px;font-weight:normal;left:14.773px;top:289.4px;">Allowance for doubtful accounts and notes receivable </div><div id="a77921" style="position:absolute;font-size:12px;font-weight:normal;left:282.808px;top:289.4px;">$ </div><div id="a77923" style="position:absolute;font-size:12px;font-weight:normal;left:331.608px;top:289.4px;">5 </div><div id="a77926" style="position:absolute;font-size:12px;font-weight:normal;left:394.675px;top:289.4px;">2 </div><div id="a77929" style="position:absolute;font-size:12px;font-weight:normal;left:450.835px;top:289.4px;">- </div><div id="a77932" style="position:absolute;font-size:12px;font-weight:normal;left:525.875px;top:289.4px;">(3) </div><div id="a77934" style="position:absolute;font-size:12px;font-weight:normal;left:539.835px;top:289.4px;">(b) </div><div id="a77936" style="position:absolute;font-size:12px;font-weight:normal;left:618.875px;top:289.4px;">4 </div><div id="a77939" style="position:absolute;font-size:12px;font-weight:normal;left:14.773px;top:303.5px;">Deferred tax asset valuation allowance </div><div id="a77942" style="position:absolute;font-size:12px;font-weight:normal;left:319.608px;top:303.5px;">675 </div><div id="a77945" style="position:absolute;font-size:12px;font-weight:normal;left:382.675px;top:303.5px;">560 </div><div id="a77948" style="position:absolute;font-size:12px;font-weight:normal;left:442.835px;top:303.5px;">19 </div><div id="a77951" style="position:absolute;font-size:12px;font-weight:normal;left:531.835px;top:303.5px;">- </div><div id="a77954" style="position:absolute;font-size:12px;font-weight:normal;left:597.915px;top:303.5px;">1,254 </div><div id="a77956" style="position:absolute;font-size:12px;font-weight:normal;left:4.693px;top:317.3px;">Included in other liabilities: </div><div id="a77969" style="position:absolute;font-size:12px;font-weight:normal;left:14.773px;top:332px;">Restructuring accruals </div><div id="a77972" style="position:absolute;font-size:12px;font-weight:normal;left:325.688px;top:332px;">80 </div><div id="a77975" style="position:absolute;font-size:12px;font-weight:normal;left:388.755px;top:332px;">65 </div><div id="a77978" style="position:absolute;font-size:12px;font-weight:normal;left:448.755px;top:332px;">1 </div><div id="a77981" style="position:absolute;font-size:12px;font-weight:normal;left:519.795px;top:332px;">(93) </div><div id="a77983" style="position:absolute;font-size:12px;font-weight:normal;left:539.835px;top:332px;">(c) </div><div id="a77985" style="position:absolute;font-size:12px;font-weight:normal;left:612.955px;top:332px;">53 </div><div id="a77987" style="position:absolute;font-size:10.72px;font-weight:normal;font-style:italic;left:4.693px;top:346.5px;">(a)Represents acquisitions/dispositions/revisions and the effect of translating foreign financial statements. </div><div id="a77989" style="position:absolute;font-size:10.72px;font-weight:normal;font-style:italic;left:4.693px;top:360.4px;">(b)Amounts charged off less recoveries of amounts previously charged off. </div><div id="a77991" style="position:absolute;font-size:10.72px;font-weight:normal;font-style:italic;left:4.693px;top:374.5px;">(c)Benefit payments. </div><div id="a78005" style="position:absolute;font-size:10.72px;font-weight:normal;left:4.693px;top:401.8px;">See Note 19</div><div id="a78006" style="position:absolute;font-family:Calibri;font-size:10.72px;font-weight:normal;left:56.848px;top:401.4px;">—</div><div id="a78007" style="position:absolute;font-size:12px;font-weight:normal;left:66.608px;top:400.6px;">Income Taxes, in the Notes to Consolidated Financial Statements, for additional information related to our deferred </div><div id="a78008" style="position:absolute;font-size:12px;font-weight:normal;left:4.693px;top:414.7px;">tax asset valuation allowance.</div></div> <div>(1)Sales and other operating revenues are attributable to countries based on the location of the selling operation.</div> See Notes to Consolidated Financial Statements. <div>Plans for which ConocoPhillips is not the primary obligor—primarily those administered by equity affiliates.</div>  *We adopted ASU No. 2016-01, "Recognition and Measurement of Financial Assets and Liabilities," beginning January 1, 2018. See Notes to Consolidated Financial Statements. <div>*Primarily euro and Norwegian krone.</div> *See Note 7—Investment in Cenovus Energy, for additional information. <div>*We paid interest to, or received interest from, various affiliates. See Note 6—Investments, Loans and Long-Term Receivables, for additional information on loans to affiliated companies.</div> <div>(2)Defined as net PP&E plus equity investments and advances to affiliated companies.</div> <div>(3)Long-lived assets do not include $426 million of net PP&E associated with assets held for sale as of December 31, 2019. See Note 5—Acquisitions and Dispositions, for additional information.</div> <div>(4)Long-lived assets do not include $1,236 million of net PP&E associated with assets held for sale as of December 31, 2019. See Note 5—Acquisitions and Dispositions, for additional information.</div> XML 137 R5.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Consolidated Balance Sheet (Parenthetical) - USD ($)
$ in Millions
Dec. 31, 2019
Dec. 31, 2018
Consolidated Balance Sheet [Abstract]    
Allowance for accounts and notes receivable $ 13 $ 25
Accumulated depreciation, depletion and amortization $ 55,477 $ 64,899
Common stock, shares authorized 2,500,000,000  
Common stock, par value $ 0.01 $ 0.01
Common stock, shares issued 1,795,652,203 1,791,637,434
Treasury stock, shares 710,783,814 653,288,213
XML 138 R53.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Cash Flow Information (Tables)
12 Months Ended
Dec. 31, 2019
Cash Flow Information [Abstract]  
Cash Flow Information
Note 21—Cash Flow Information
Millions of Dollars
2019
2018
2017
Noncash Investing Activities
Increase (decrease) in PP&E related to an increase
 
(decrease) in asset
retirement obligations
$
205
395
(37)
Increase (decrease) in assets and liabilities
 
acquired in a nonmonetary
exchange*
Accounts receivable
-
(44)
-
Inventories
-
42
-
Investments and long-term receivables
-
15
-
PP&E
-
1,907
-
Other long-term assets
-
(9)
-
Accounts payable
-
7
-
Accrued income and other taxes
-
40
-
Cash Payments
Interest
$
810
772
1,163
Income taxes
2,905
2,976
1,168
Net Sales (Purchases) of Investments
Short-term investments purchased
$
(4,902)
(1,953)
(6,617)
Short-term investments sold
2,138
3,573
4,827
Investments and long-term receivables purchased
(146)
-
-
$
(2,910)
1,620
(1,790)
*See Note 5—Asset Acquisitions and Dispositions.
XML 139 R9.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Consolidated Statement of Changes in Equity (Parenthetical) - $ / shares
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Statement of Stockholders' Equity [Abstract]      
Common Stock, Dividends, Per Share, Cash Paid $ 1.34 $ 1.16 $ 1.06
XML 140 R70.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Investment in Cenovus Energy (Details) - USD ($)
$ / shares in Units, shares in Millions
5 Months Ended 12 Months Ended
May 17, 2017
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Schedule of Available-for-sale Securities [Line Items]        
Investment in Cenovus Energy   $ 2,111,000,000 $ 1,462,000,000  
Unrealized Gain (Loss) on Securities, before tax [1]   649,000,000 (437,000,000) $ 0
Foster Creek Christina Lake (FCCL) [Member]        
Schedule of Available-for-sale Securities [Line Items]        
Ownership percentage in equity investment 50.00%      
Common Stock [Member] | Cenovus Energy [Member]        
Schedule of Available-for-sale Securities [Line Items]        
Shares Exchanged for Assets Held for Sale 208      
Percent of issued and outstanding common shares of Cenovus 16.90%      
Investment In Equity Security Fair Value $ 1,960,000,000 $ 2,110,000,000 $ 1,460,000,000  
Cenovus Energy common share price $ 9.41 $ 10.15    
Unrealized Gain (Loss) on Securities, before tax   $ 649,000,000    
[1]
*See Note 7—Investment in Cenovus Energy, for additional information.
XML 141 R80.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Asset Retirement Obligations and Accrued Environmental Costs - Textuals (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Environmental Liabilities [Line Items]    
Accrued environmental costs $ 171 $ 178
Accrued Enviornmental Costs Discounted $ 97  
Maximum number of years accrued environmental liabilities will be paid over 30 years  
Expected expenditures for acquired environmental obligations, weighted-average discount factor rate 5.00%  
Accrued environmental costs, undiscounted due 2020 $ 10  
Accrued environmental costs, undiscounted due 2021 7  
Accrued environmental costs, undiscounted due 2022 10  
Accrued environmental costs, undiscounted due 2023 3  
Accrued environmental costs, undiscounted due 2024 2  
Accrued environmental costs, undiscounted due after 2025 108  
Cleanup Remediation Activities [Member]    
Environmental Liabilities [Line Items]    
Accrued environmental costs 112 100
Corporate and Other Environmental Liabilities [Member]    
Environmental Liabilities [Line Items]    
Accrued environmental costs 47 67
Federal Comprehensive Environmental Response Compensation and Liability Act or Similar State Laws [Member]    
Environmental Liabilities [Line Items]    
Accrued environmental costs $ 12 $ 11
XML 142 R84.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Contingencies and Commitments (Details) - USD ($)
$ in Millions
1 Months Ended 12 Months Ended
Sep. 30, 2019
Aug. 31, 2019
Mar. 31, 2019
Apr. 30, 2018
Dec. 31, 2017
Feb. 28, 2017
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Aug. 29, 2019
Loss Contingencies [Line Items]                    
Letters of Credit Outstanding, Amount             $ 277.0      
Long-Term Throughput Agreements and Take-or-Pay Agreements [Abstract]                    
Payments under Long-Term Throughput Agreements And Take-or-Pay Agreements, Due within one year             7.0      
Payments under Long-Term Throughput Agreements And Take-or-Pay Agreements, Due in Second Year             7.0      
Payments under Long-Term Throughput Agreements And Take-or-Pay Agreements, Due in Third Year             7.0      
Payments under Long-Term Throughput Agreements And Take-or-Pay Agreements, Due in Fourth Year             7.0      
Payments under Long-Term Throughput Agreements And Take-or-Pay Agreements, Due in Fifth Year             7.0      
Payments under Long-Term Throughput Agreements And Take-or-Pay Agreements, Due after Fifth Year             57.0      
Total payments under Long-Term Throughput Agreements and Take-or-Pay Agreements         $ 43.0   25.0 $ 39.0 $ 43.0  
Ecuador | Cleanup Remediation Activities [Member] | Penrenco Ecuador Limited [Member]                    
Loss Contingencies [Line Items]                    
Settlement Amount Awarded To Other Party Through Third Party $ 54.0                  
Burlington Resources Inc Vs The Republic Of Ecuador [Member]                    
Loss Contingencies [Line Items]                    
Cash Proceeds from Legal Settlements               262.0 $ 75.0  
Burlington Resources Inc Vs The Republic Of Ecuador [Member] | Burlington Resources Inc [Member] | Ecuador                    
Loss Contingencies [Line Items]                    
Litigation Settlement, Amount Awarded from Other Party           $ 380.0        
Litigation Settlement, Amount Awarded to Other Party           $ 42.0        
Cash Proceeds from Legal Settlements       $ 262.0 75.0          
Settlement Agreement Payment Installment Total         $ 337.0          
ConocoPhillips Vs Petroleos de Venezuela SA [Member]                    
Loss Contingencies [Line Items]                    
Cash Proceeds from Legal Settlements             $ 330.0 $ 430.0    
ConocoPhillips Vs Petroleos de Venezuela SA [Member] | Venezuela                    
Loss Contingencies [Line Items]                    
Litigation Settlement, Amount Awarded from Other Party     $ 8,700.0              
Litigation Settlement Amount Awarded From Other Party Revised                   $ 8,500.0
Litigation Award Reduction                   $ 227.0
Loss Contingency Settlement Agreement Terms             under their agreements in connection with the expropriation of the projects and other pre-expropriation fiscal measures. In 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.      
ConocoPhillips Versus Petroleos De Venezuela 2 [Member] | Venezuela                    
Loss Contingencies [Line Items]                    
Litigation Settlement, Amount Awarded from Other Party       $ 2,000.0            
Cash Proceeds from Legal Settlements             $ 754.0      
Conoco Phillips Versus Petroleos DeVenezuela 3 [Member] | Venezuela                    
Loss Contingencies [Line Items]                    
Litigation Settlement, Amount Awarded from Other Party   $ 55.0                
XML 143 R148.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Sales and Other Operating Revenue - Practical Expedients (Details)
12 Months Ended
Dec. 31, 2019
Revenue, Practical Expedient [Abstract]  
Revenue, Practical Expedient, Initial Application and Transition, Nondisclosure of Transaction Price Allocation to Remaining Performance Obligation [true/false] true
Revenue, Practical Expedient, Remaining Performance Obligation, Description 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.
XML 144 R74.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Suspended Wells-Exploratory Capitalized Well Costs (Details) - USD ($)
$ in Millions
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Aging of exploratory well costs that have been capitalized for more than one year      
Aging of Exploratory Well Cost that have been capitalized for more than one year $ 814 $ 711 $ 786
2016 - 2018 [Member]      
Aging of exploratory well costs that have been capitalized for more than one year      
Aging of Exploratory Well Cost that have been capitalized for more than one year 265    
2013 - 2015 [Member]      
Aging of exploratory well costs that have been capitalized for more than one year      
Aging of Exploratory Well Cost that have been capitalized for more than one year 374    
2004 - 2012 [Member]      
Aging of exploratory well costs that have been capitalized for more than one year      
Aging of Exploratory Well Cost that have been capitalized for more than one year 175    
Greater Poseidon-Australia [Member]      
Aging of exploratory well costs that have been capitalized for more than one year      
Aging of Exploratory Well Cost that have been capitalized for more than one year 177    
Greater Poseidon-Australia [Member] | 2016 - 2018 [Member]      
Aging of exploratory well costs that have been capitalized for more than one year      
Aging of Exploratory Well Cost that have been capitalized for more than one year 0    
Greater Poseidon-Australia [Member] | 2013 - 2015 [Member]      
Aging of exploratory well costs that have been capitalized for more than one year      
Aging of Exploratory Well Cost that have been capitalized for more than one year 157    
Greater Poseidon-Australia [Member] | 2004 - 2012 [Member]      
Aging of exploratory well costs that have been capitalized for more than one year      
Aging of Exploratory Well Cost that have been capitalized for more than one year 20    
NPR-A-Alaska [Member]      
Aging of exploratory well costs that have been capitalized for more than one year      
Aging of Exploratory Well Cost that have been capitalized for more than one year 149    
NPR-A-Alaska [Member] | 2016 - 2018 [Member]      
Aging of exploratory well costs that have been capitalized for more than one year      
Aging of Exploratory Well Cost that have been capitalized for more than one year 111    
NPR-A-Alaska [Member] | 2013 - 2015 [Member]      
Aging of exploratory well costs that have been capitalized for more than one year      
Aging of Exploratory Well Cost that have been capitalized for more than one year 38    
NPR-A-Alaska [Member] | 2004 - 2012 [Member]      
Aging of exploratory well costs that have been capitalized for more than one year      
Aging of Exploratory Well Cost that have been capitalized for more than one year 0    
Barossa/Caldita-Australia [Member]      
Aging of exploratory well costs that have been capitalized for more than one year      
Aging of Exploratory Well Cost that have been capitalized for more than one year 136    
Barossa/Caldita-Australia [Member] | 2016 - 2018 [Member]      
Aging of exploratory well costs that have been capitalized for more than one year      
Aging of Exploratory Well Cost that have been capitalized for more than one year 59    
Barossa/Caldita-Australia [Member] | 2013 - 2015 [Member]      
Aging of exploratory well costs that have been capitalized for more than one year      
Aging of Exploratory Well Cost that have been capitalized for more than one year 0    
Barossa/Caldita-Australia [Member] | 2004 - 2012 [Member]      
Aging of exploratory well costs that have been capitalized for more than one year      
Aging of Exploratory Well Cost that have been capitalized for more than one year 77    
Surmont - Canada      
Aging of exploratory well costs that have been capitalized for more than one year      
Aging of Exploratory Well Cost that have been capitalized for more than one year 118    
Surmont - Canada | 2016 - 2018 [Member]      
Aging of exploratory well costs that have been capitalized for more than one year      
Aging of Exploratory Well Cost that have been capitalized for more than one year 6    
Surmont - Canada | 2013 - 2015 [Member]      
Aging of exploratory well costs that have been capitalized for more than one year      
Aging of Exploratory Well Cost that have been capitalized for more than one year 55    
Surmont - Canada | 2004 - 2012 [Member]      
Aging of exploratory well costs that have been capitalized for more than one year      
Aging of Exploratory Well Cost that have been capitalized for more than one year 57    
Middle Magdalena Basin-Columbia      
Aging of exploratory well costs that have been capitalized for more than one year      
Aging of Exploratory Well Cost that have been capitalized for more than one year 68    
Middle Magdalena Basin-Columbia | 2016 - 2018 [Member]      
Aging of exploratory well costs that have been capitalized for more than one year      
Aging of Exploratory Well Cost that have been capitalized for more than one year 0    
Middle Magdalena Basin-Columbia | 2013 - 2015 [Member]      
Aging of exploratory well costs that have been capitalized for more than one year      
Aging of Exploratory Well Cost that have been capitalized for more than one year 68    
Middle Magdalena Basin-Columbia | 2004 - 2012 [Member]      
Aging of exploratory well costs that have been capitalized for more than one year      
Aging of Exploratory Well Cost that have been capitalized for more than one year 0    
Narwhal Trend Alaska [Member]      
Aging of exploratory well costs that have been capitalized for more than one year      
Aging of Exploratory Well Cost that have been capitalized for more than one year 52    
Narwhal Trend Alaska [Member] | 2016 - 2018 [Member]      
Aging of exploratory well costs that have been capitalized for more than one year      
Aging of Exploratory Well Cost that have been capitalized for more than one year 52    
Narwhal Trend Alaska [Member] | 2013 - 2015 [Member]      
Aging of exploratory well costs that have been capitalized for more than one year      
Aging of Exploratory Well Cost that have been capitalized for more than one year 0    
Narwhal Trend Alaska [Member] | 2004 - 2012 [Member]      
Aging of exploratory well costs that have been capitalized for more than one year      
Aging of Exploratory Well Cost that have been capitalized for more than one year 0    
Kamunsu East-Malaysia      
Aging of exploratory well costs that have been capitalized for more than one year      
Aging of Exploratory Well Cost that have been capitalized for more than one year 19    
Kamunsu East-Malaysia | 2016 - 2018 [Member]      
Aging of exploratory well costs that have been capitalized for more than one year      
Aging of Exploratory Well Cost that have been capitalized for more than one year 0    
Kamunsu East-Malaysia | 2013 - 2015 [Member]      
Aging of exploratory well costs that have been capitalized for more than one year      
Aging of Exploratory Well Cost that have been capitalized for more than one year 19    
Kamunsu East-Malaysia | 2004 - 2012 [Member]      
Aging of exploratory well costs that have been capitalized for more than one year      
Aging of Exploratory Well Cost that have been capitalized for more than one year 0    
NC 98-Libya      
Aging of exploratory well costs that have been capitalized for more than one year      
Aging of Exploratory Well Cost that have been capitalized for more than one year 15    
NC 98-Libya | 2016 - 2018 [Member]      
Aging of exploratory well costs that have been capitalized for more than one year      
Aging of Exploratory Well Cost that have been capitalized for more than one year 0    
NC 98-Libya | 2013 - 2015 [Member]      
Aging of exploratory well costs that have been capitalized for more than one year      
Aging of Exploratory Well Cost that have been capitalized for more than one year 11    
NC 98-Libya | 2004 - 2012 [Member]      
Aging of exploratory well costs that have been capitalized for more than one year      
Aging of Exploratory Well Cost that have been capitalized for more than one year 4    
WL4-00-Malaysia      
Aging of exploratory well costs that have been capitalized for more than one year      
Aging of Exploratory Well Cost that have been capitalized for more than one year 17    
WL4-00-Malaysia | 2016 - 2018 [Member]      
Aging of exploratory well costs that have been capitalized for more than one year      
Aging of Exploratory Well Cost that have been capitalized for more than one year 17    
WL4-00-Malaysia | 2013 - 2015 [Member]      
Aging of exploratory well costs that have been capitalized for more than one year      
Aging of Exploratory Well Cost that have been capitalized for more than one year 0    
WL4-00-Malaysia | 2004 - 2012 [Member]      
Aging of exploratory well costs that have been capitalized for more than one year      
Aging of Exploratory Well Cost that have been capitalized for more than one year 0    
Other Projects [Member]      
Aging of exploratory well costs that have been capitalized for more than one year      
Aging of Exploratory Well Cost that have been capitalized for more than one year 63    
Other Projects [Member] | 2016 - 2018 [Member]      
Aging of exploratory well costs that have been capitalized for more than one year      
Aging of Exploratory Well Cost that have been capitalized for more than one year 20    
Other Projects [Member] | 2013 - 2015 [Member]      
Aging of exploratory well costs that have been capitalized for more than one year      
Aging of Exploratory Well Cost that have been capitalized for more than one year 26    
Other Projects [Member] | 2004 - 2012 [Member]      
Aging of exploratory well costs that have been capitalized for more than one year      
Aging of Exploratory Well Cost that have been capitalized for more than one year $ 17    
XML 145 R140.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Accumulated Other Comprehensive Income Textual (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Other comprehensive income (loss), Foreign Currency Translation $ 695 $ (642) $ 586
U.K. Subsidiaries [Member]      
Other comprehensive income (loss), Foreign Currency Translation $ 483    
XML 146 R144.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Other Financial Information (Details) - USD ($)
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Segment Reporting Information [Line Items]      
Production and Operating Expenses $ 5,322,000,000 $ 5,213,000,000 $ 5,162,000,000
Foreign Currency Transaction [Abstract]      
Foreign Currency Transaction Gain Loss After Tax 58,000,000 (13,000,000) 31,000,000
Incurred      
Debt 799,000,000 838,000,000 1,114,000,000
Other 36,000,000 67,000,000 103,000,000
Interest Costs Incurred, Total 835,000,000 905,000,000 1,217,000,000
Capitalized (57,000,000) (170,000,000) (119,000,000)
Expensed 778,000,000 735,000,000 1,098,000,000
Other Income      
Interest income 166,000,000 97,000,000 112,000,000
Unrealized Gain (Loss) on Securities, before tax [1] 649,000,000 (437,000,000) 0
Other, net 543,000,000 513,000,000 417,000,000
Other Nonoperating Income 1,358,000,000 173,000,000 529,000,000
Research and Development Expenditures - expensed 82,000,000 78,000,000 100,000,000
Shipping and Handling [Member]      
Segment Reporting Information [Line Items]      
Production and Operating Expenses 1,008,000,000 1,075,000,000 1,050,000,000
Corporate, Non-Segment [Member]      
Foreign Currency Transaction [Abstract]      
Foreign Currency Transaction Gain Loss After Tax 21,000,000 21,000,000 (3,000,000)
Incurred      
Expensed 778,000,000 735,000,000 1,098,000,000
Other Income      
Interest income 149,000,000 80,000,000 101,000,000
Alaska Segment [Member] | Operating Segments [Member]      
Foreign Currency Transaction [Abstract]      
Foreign Currency Transaction Gain Loss After Tax 0 0 0
Other Income      
Interest income 0 0 0
Lower 48 Segment [Member] | Operating Segments [Member]      
Foreign Currency Transaction [Abstract]      
Foreign Currency Transaction Gain Loss After Tax 0 0 0
Other Income      
Interest income 0 0 0
Canada Segment [Member] | Operating Segments [Member]      
Foreign Currency Transaction [Abstract]      
Foreign Currency Transaction Gain Loss After Tax 5,000,000 (11,000,000) 3,000,000
Other Income      
Interest income 0 0 0
Europe and North Africa Segment [Member] | Operating Segments [Member]      
Foreign Currency Transaction [Abstract]      
Foreign Currency Transaction Gain Loss After Tax 0 (26,000,000) 7,000,000
Other Income      
Interest income 2,000,000 2,000,000 2,000,000
Asia Pacific and Middle East Segment [Member] | Operating Segments [Member]      
Foreign Currency Transaction [Abstract]      
Foreign Currency Transaction Gain Loss After Tax 31,000,000 3,000,000 23,000,000
Other Income      
Interest income 15,000,000 15,000,000 9,000,000
Other International Segment [Member] | Operating Segments [Member]      
Foreign Currency Transaction [Abstract]      
Foreign Currency Transaction Gain Loss After Tax 1,000,000 0 1,000,000
Other Income      
Interest income $ 0 $ 0 $ 0
[1]
*See Note 7—Investment in Cenovus Energy, for additional information.
XML 147 R78.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Asset Retirement Obligations and Accrued Environmental Costs (Details) - USD ($)
$ in Millions
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Environmental Liabilities [Line Items]      
Asset retirement obligations $ 6,206 $ 7,908 $ 7,798
Accrued environmental costs 171 178  
Total asset retirement obligations and accrued environmental costs 6,377 8,086  
Asset retirement obligations and accrued environmental costs due within one year 1,025 398  
Long-term asset retirement obligations and accrued environmental costs 5,352 $ 7,688  
Other accruals      
Environmental Liabilities [Line Items]      
Asset retirement obligations and accrued environmental costs due within one year $ (741)    
XML 148 R88.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Derivative and Financial Instruments - FX Balance Sheet (Details) - USD ($)
$ in Millions
Dec. 31, 2019
Dec. 31, 2018
Prepaid expenses and other current assets [Member]    
Derivatives, Fair Value [Line Items]    
Foreign currency exchange derivative assets $ 1 $ 7
Other accruals [Member]    
Derivatives, Fair Value [Line Items]    
Foreign currency exchange derivative liabilities 20 6
Other liabilities and deferred credits [Member]    
Derivatives, Fair Value [Line Items]    
Foreign currency exchange derivative liabilities $ 8 $ 0
XML 149 R128.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Employee Benefit Plans - Stock unit activity (Details) - USD ($)
$ / shares in Units, $ in Thousands
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Summary of stock unit activity      
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Number 17,172,815    
RSU Stock Settled [Member]      
Summary of stock unit activity      
Stock Units, Outstanding Beginning of year 7,546,973    
Stock Units, Granted 2,045,503    
Stock Units, Forfeited / Cancelled (99,748)    
Stock Units, Issued (3,269,682)    
Stock Units, Outstanding End of year 6,223,046 7,546,973  
Not Vested at End of Year 4,185,141    
Weighted-Average Grant-Date Fair Value, beginning of year $ 43.41    
Weighted-Average Grant-Date Fair Value, Granted 67.77    
Weighted-Average Grant-Date Fair Value, Forfeited / Cancelled 62.93    
Weighted-Average Grant-Date Fair Value, Issued 34.32    
Weighted-Average Grant-Date Fair Value, ending of year 55.99 $ 43.41  
Weighted-Average Grant-Date Fair Value Not Vested, ending of year $ 56.17    
Total Fair Value, Issued $ 225,000 $ 154,000 $ 159,000
Employee Benefit Plans Additional (Textual) [Abstract]      
Unrecognized compensation cost from stock options $ 93,000    
Weighted average period of recognition of unvested options, in months 1 year 8 months 15 days    
Longest weighted-average period of recognition of unvested options, in months 2 years 8 months 23 days    
Weighted-Average Grant-Date Fair Value, granted   $ 52.45 $ 48.77
Total Fair Value, Issued $ 225,000 $ 154,000 $ 159,000
RSU Cash Settled [Member]      
Summary of stock unit activity      
Stock Units, Outstanding Beginning of year 376,608    
Stock Units, Granted 319,552    
Stock Units, Forfeited / Cancelled (6,914)    
Stock Units, Issued (92,255)    
Stock Units, Outstanding End of year 596,991 376,608  
Not Vested at End of Year 153,457    
Weighted-Average Grant-Date Fair Value, beginning of year $ 62.21    
Weighted-Average Grant-Date Fair Value, Granted 68.20    
Weighted-Average Grant-Date Fair Value, Forfeited / Cancelled 61.35    
Weighted-Average Grant-Date Fair Value, Issued 61.61    
Weighted-Average Grant-Date Fair Value, ending of year 64.54 $ 62.21  
Weighted-Average Grant-Date Fair Value Not Vested, ending of year $ 64.54    
Total Fair Value, Issued $ 6,000 $ 1,000  
Employee Benefit Plans Additional (Textual) [Abstract]      
Unrecognized compensation cost from stock options $ 5,000    
Weighted average period of recognition of unvested options, in months 1 year 8 months 12 days    
Longest weighted-average period of recognition of unvested options, in months 2 years 1 month 13 days    
Weighted-Average Grant-Date Fair Value, granted   $ 53.68  
Total Fair Value, Issued $ 6,000 $ 1,000  
XML 150 R14.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Assets Held for Sale, Sold or Acquired
12 Months Ended
Dec. 31, 2019
Disposal Group Not Discontinued Operation Disposal Disclosures [Abstract]  
Long Lived Assets Held For Sale [Text Block]
Note 5—Asset Acquisitions and Dispositions
 
All gains or losses on asset dispositions
 
are reported before-tax and are included net in
 
the “Gain on
dispositions” line on our consolidated income
 
statement.
 
All cash proceeds are included in the “Cash Flows
From Investing Activities” section of our consolidated
 
statement of cash flows.
 
 
 
2019
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.
 
In addition, we will receive a payment of $
75
 
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
40
 
percent interest in
the Greater Poseidon Fields, and our
50
 
percent interest in the Athena Field.
 
The net carrying value is
approximately $
0.6
 
billion, which consisted primarily of $
1.2
 
billion of PP&E and $
0.3
 
billion of cash and
working capital, offset by $
0.7
 
billion of ARO and $
0.2
 
billion of deferred tax liabilities.
 
The assets met held
for sale criteria in the fourth quarter, and as of December 31, 2019
 
we had reclassified $
1.2
 
billion of PP&E to
“Prepaid expenses and other current assets” and $
0.7
 
billion of noncurrent ARO to “Other accruals”
 
on our
consolidated balance sheet.
 
The before-tax earnings associated with our
 
Australia-West subsidiaries were
$
372
 
million, $
364
 
million and $
317
 
million for the years ended December 31,
 
2019, 2018 and 2017,
respectively.
 
This transaction is expected to be completed
 
in the first quarter of 2020, subject to regulatory
approvals and other specific conditions precedent.
 
Results of operations for the subsidiaries
 
to be sold are
reported within our Asia Pacific and Middle East
 
segment.
 
In the fourth quarter of 2019, we signed an agreement
 
to sell our interests in the Niobrara shale play
 
for $
380
million, plus customary adjustments,
 
and overriding royalty interests in certain
 
future wells.
 
To reduce the
carrying value to fair value, in the fourth quarter
 
of 2019, we recorded an impairment of $
379
 
million before-
tax for developed properties and exploration expenses
 
of $
7
 
million related to leasehold impairment of
undeveloped properties.
 
Our Niobrara interests to be sold have a net carrying
 
value of approximately $
390
million, which consisted primarily of $
426
 
million of PP&E, offset by $
34
 
million of noncurrent ARO.
 
The
assets met held for sale criteria in the fourth quarter, and as of December
 
31, 2019, we had reclassified $
426
million of PP&E to “Prepaid expenses and other
 
current assets” and $
34
 
million of noncurrent AROs to “Other
accruals” on our consolidated balance sheet.
 
The before-tax losses associated with our interests
 
in Niobrara,
including the $386 million of impairments noted
 
above, were $
372
 
million and $
12
 
million for the years ended
December 31, 2019 and 2017,
 
respectively.
 
The before-tax earnings associated with our interests
 
in Niobrara
for the year ended December 31, 2018 was $
35
 
million.
 
This transaction is subject to regulatory approval
 
and
other specific conditions precedent and is expected
 
to close in the first quarter of 2020.
 
The Niobrara results of
operations are reported within our Lower 48 segment.
 
 
Assets Sold
In January 2019, we entered into agreements to sell
 
our
12.4
 
percent ownership interests in the Golden
 
Pass
LNG Terminal and Golden Pass Pipeline.
 
We also entered into agreements to amend our contractual
obligations for retaining use of the facilities.
 
As a result of entering into these agreements, we recorded
 
a
before-tax impairment of $
60
 
million in the first quarter of 2019 which is included
 
in the “Equity in earnings
of affiliates” line on our consolidated income statement.
 
We completed the sale in the second quarter of 2019.
Results of operations for these assets are reported in
 
our Lower 48 segment.
 
See Note 15—Fair Value
Measurement for additional information.
 
In April 2019, we entered into an agreement to sell
 
two ConocoPhillips U.K. subsidiaries
 
to Chrysaor E&P
Limited for $
2.675
 
billion plus interest and customary adjustments,
 
with an effective date of January 1, 2018.
 
On September 30, 2019, we completed the sale for
 
proceeds of $
2.2
 
billion and recognized a $
1.7
 
billion
before-tax and $
2.1
 
billion after-tax gain associated with this transaction
 
in 2019.
 
Together the subsidiaries
sold indirectly held our exploration and production
 
assets in the U.K.
 
At the time of disposition, the net
carrying value was approximately $
0.5
 
billion, consisting primarily of $
1.6
 
billion of PP&E, $
0.5
 
billion of
cumulative foreign currency translation adjustments,
 
and $
0.3
 
billion of deferred tax assets, offset by $
1.8
billion of ARO and negative $
0.1
 
billion of working capital.
 
The before-tax earnings associated with the
subsidiaries sold were $
0.4
 
billion, $
0.9
 
billion and $
0.3
 
billion for the years ended December 31, 2019,
 
2018
and 2017,
 
respectively.
 
Results of operations for the U.K. are reported
 
within our Europe and North Africa
segment.
 
In the second quarter of 2019, we recognized an
 
after-tax gain of $
52
 
million upon the closing of the sale of
our
30
 
percent interest in the Greater Sunrise Fields
 
to the government of Timor-Leste for $
350
 
million.
 
The
Greater Sunrise Fields were included in our Asia
 
Pacific and Middle East segment.
 
 
In the fourth quarter of 2019, we sold our interests
 
in the Magnolia field and platform for net
 
proceeds of $
16
million and recognized a before-tax gain of $
82
 
million.
 
At the time of sale, the net carrying value consisted
of $
4
 
million of PP&E offset by $
70
 
million of ARO.
 
The Magnolia results of operations are reported
 
within
our Lower 48 segment.
 
Planned Dispositions
In January 2020, we entered into an agreement to sell
 
our interests in certain non-core properties
 
in the Lower
48 segment for $
186
 
million, plus customary adjustments.
 
The assets met the held for sale criteria in
 
January
2020 and the transaction is expected to be completed
 
in the first quarter of 2020.
 
No gain or loss is anticipated
on the sale.
 
This disposition will not have a significant
 
impact on Lower 48 production.
 
 
2018
Assets Sold
In the first quarter of 2018, we completed the sale of
 
certain properties in the Lower 48 segment
 
for net
proceeds of $
112
 
million.
 
No
 
gain or loss was recognized on the sale.
 
In the second quarter of 2018, we
completed the sale of a package of largely undeveloped acreage
 
in the Lower 48 segment for net proceeds
 
of
$
105
 
million and
no
 
gain or loss was recognized on the sale.
 
In the third quarter of 2018, we completed a
noncash exchange of undeveloped acreage in
 
the Lower 48 segment.
 
The transaction was recorded at fair
value resulting in the recognition of a $
56
 
million gain.
 
In the fourth quarter of 2018, we sold several
packages of undeveloped acreage in the Lower
 
48 segment for total net proceeds of $
162
 
million and
recognized gains of approximately $
140
 
million.
 
 
On October 31, 2018, we completed the sale of
 
our interests in the Barnett to Lime Rock Resources
 
for $
196
million after customary adjustments and recognized
 
a loss of $
5
 
million. We recorded impairments of $
87
million in 2018 and $
572
 
million in 2017 to reduce the net
 
carrying value of the Barnett to fair value.
 
At the
time of the disposition, our interest in Barnett had a
 
net carrying value of $
201
 
million, consisting of $
250
million of PP&E and $
49
 
million of AROs.
 
The before-tax losses associated with our
 
interests in the Barnett,
including both the impairments and loss on disposition
 
noted above, were $
59
 
million and $
566
 
million for the
years 2018 and 2017, respectively.
 
The Barnett results of operations are included
 
in our Lower 48 segment.
 
On December 18, 2018, we completed the sale of
 
a ConocoPhillips subsidiary to BP.
 
The subsidiary held
 
16.5
 
percent of our 24 percent interest
 
in the BP-operated Clair Field in the U.K.
 
We retained a
7.5
 
percent
interest in the field.
 
At the same time, we acquired BP’s 39.2 percent nonoperated interest
 
in the Greater
Kuparuk Area in Alaska, including their 38 percent
 
interest in the Kuparuk Transportation Company (Kuparuk
Assets).
 
The transaction was recorded at a fair value
 
of $
1,743
 
million and was cash neutral except for
customary adjustments which resulted in net
 
proceeds of $
253
 
million.
 
At closing, our interest in the Clair
Field had a net carrying value of approximately
 
$
1,028
 
million consisting primarily of $
1,553
 
million of
PP&E, $
485
 
million of deferred tax liabilities, and $
59
 
million of AROs.
 
We recognized a before-tax gain of
$
715
 
million on the transaction.
 
The 2018 before-tax earnings associated
 
with our 16.5 interest in the Clair
Field, including the recognized gain, were $
748
 
million.
 
The before-tax loss associated with our interest
 
in the
Clair Field was $
0.4
 
million for 2017. Results of operations
 
for our interest in the Clair Field are reported
within our Europe and North Africa segment and
 
the Kuparuk Assets are included in our
 
Alaska segment.
 
Acquisitions
In May 2018, we completed the acquisition of
 
Anadarko’s
22
 
percent nonoperated interest in the Western
North Slope of Alaska, as well as its interest
 
in the Alpine Transportation Pipeline for $
386
 
million, after
customary adjustments.
 
This transaction was accounted for as a business
 
combination resulting in the
recognition of approximately $
297
 
million of proved property and $
114
 
million of unproved property within
PP&E, $
20
 
million of inventory, $
14
 
million of investments, and $
59
 
million of AROs. These assets are
included in our Alaska segment.
 
As discussed in the Clair Field transaction with BP
 
above, we acquired BP’s Kuparuk Assets on December 18,
2018.
 
The transaction was accounted for as an asset acquisition
 
with a net acquisition cost of $
1,490
 
million,
comprised of the fair value of $
1,743
 
million associated with the disposed 16.5
 
percent of our 24 percent
interest in the Clair Field, reduced by the net proceeds
 
of $253 million.
 
Accordingly, we recorded
approximately $
1.9
 
billion to proved property within PP&E, $
42
 
million to inventory, $
15
 
million to
investments, $
374
 
million of AROs, and a $
100
 
million decrease to net working capital.
 
The Kuparuk Assets
are included in our Alaska segment.
 
2017
Assets Sold
On May 17, 2017, we completed the sale of our
 
50 percent nonoperated interest in the Foster
 
Creek Christina
Lake (FCCL) Partnership, as well as the majority
 
of our western Canada gas assets to Cenovus
 
Energy.
 
Consideration for the transaction was $
11.0
 
billion in cash after customary adjustments,
208
 
million Cenovus
Energy common shares and a five-year uncapped contingent
 
payment.
 
The value of the shares at closing was
$
1.96
 
billion based on a price of $
9.41
 
per share on the NYSE.
 
The contingent payment, calculated and paid
on a quarterly basis, is $6 million CAD for every $1 CAD by which the WCS quarterly average crude price
exceeds $52 CAD per barrel.
 
Contingent payments received during the five-year
 
period are reflected as “Gain
on dispositions” on our consolidated income statement.
 
We reported before-tax equity earnings associated
with FCCL of $
197
 
million for 2017.
 
We reported a before-tax loss of $
26
 
million for the western Canada gas
producing properties for 2017.
 
We recorded gains on dispositions for these contingent payments of $
114
million and $
95
 
million for the years 2019 and 2018, respectively.
 
 
At closing, the carrying value of our equity investment
 
in FCCL was $
8.9
 
billion.
 
The carrying value of our
interest in the western Canada gas assets was $
1.9
 
billion consisting primarily of $
2.6
 
billion of PP&E, partly
offset by AROs of $
585
 
million and approximately $
100
 
million of environmental and other accruals.
 
A gain
of $
2.1
 
billion was included in the “Gain on dispositions”
 
line on our consolidated income statement in 2017.
 
Both FCCL and the western Canada gas assets
 
were reported in our Canada segment.
 
 
For more information on the Canada disposition
 
and our investment in Cenovus Energy see Note 7—
Investment in Cenovus Energy, Note 15—Fair Value Measurement, and Note 20—Accumulated Other
Comprehensive Loss.
 
In July 2017, we completed the sale of our interests
 
in the San Juan Basin to an affiliate of Hilcorp Energy
Company for $
2.5
 
billion in cash after customary adjustments
 
and recognized a loss on disposition of
$
22
 
million.
 
The transaction includes a contingent payment of up to $300 million. The six-year contingent
payment, effective beginning January 1, 2018, is due annually for the periods in which the monthly U.S. Henry
Hub price is at or above $3.20 per MMBTU.
 
In 2018, we recorded a gain on dispositions
 
for these contingent
payments of $
28
 
million.
 
No
 
contingent payments were recorded in 2019.
 
In the second quarter of 2017, we
recorded an impairment of $
3.3
 
billion to reduce the carrying value of our
 
interests in the San Juan Basin to
fair value.
 
At the time of disposition, the San Juan Basin
 
interests had a net carrying value of approximately
$
2.5
 
billion, consisting of $
2.9
 
billion of PP&E and $
406
 
million of liabilities, primarily AROs.
 
The before-
tax loss associated with our interests in the San Juan
 
Basin, including both the $3.3 billion impairment
 
and $22
million loss on disposition noted above, was $
3.2
 
billion for 2017.
 
The San Juan Basin results were reported
in our Lower 48 segment.
 
 
In September 2017, we completed the sale of our
 
interest in the Panhandle assets for $
178
 
million in cash after
customary adjustments and recognized a loss on
 
disposition of $
28
 
million.
 
At the time of the disposition, the
carrying value of our interest was $
206
 
million, consisting primarily of $
279
 
million of PP&E and $
72
 
million
of AROs.
 
Including the $28 million loss on disposition
 
noted above, we reported a before-tax loss for the
Panhandle properties of $
14
 
million for 2017.
 
The Panhandle results were reported in
 
our Lower 48 segment.
 
XML 151 R10.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Accounting Policies
12 Months Ended
Dec. 31, 2019
Accounting Policies [Abstract]  
Accounting Policies
Note 1—Accounting Policies
 
 
Consolidation Principles and Investments
—Our consolidated financial statements
 
include the accounts
of majority-owned, controlled subsidiaries
 
and variable interest entities where we are the primary
beneficiary.
 
The equity method is used to account for
 
investments in affiliates in which we have the
ability to exert significant influence over the affiliates’
 
operating and financial policies.
 
When we do not
have the ability to exert significant influence,
 
the investment is measured at fair value
 
except when the
investment does not have a readily determinable
 
fair value.
 
For those exceptions, it will be measured at
cost minus impairment, plus or minus observable
 
price changes in orderly transactions for an identical
 
or
similar investment of the same issuer.
 
Undivided interests in oil and gas joint ventures,
 
pipelines, natural
gas plants and terminals are consolidated on a proportionate
 
basis.
 
Other securities and investments are
generally carried at cost.
We manage our operations through six operating segments, defined by geographic
 
region: Alaska, Lower
48, Canada, Europe and North Africa, Asia Pacific
 
and Middle East, and Other International.
 
For
additional information, see Note 25—Segment
 
Disclosures and Related Information.
 
 
 
 
Foreign Currency Translation
—Adjustments resulting from the process of translating
 
foreign
functional currency financial statements into
 
U.S. dollars are included in accumulated other
comprehensive loss in common stockholders’ equity.
 
Foreign currency transaction gains and losses
 
are
included in current earnings.
 
Some of our foreign operations use their local currency
 
as the functional
currency.
 
 
Use of Estimates
—The preparation of financial statements
 
in conformity with accounting principles
generally accepted in the U.S. requires management
 
to make estimates and assumptions that
 
affect the
reported amounts of assets, liabilities,
 
revenues and expenses, and the disclosures of contingent
 
assets and
liabilities.
 
Actual results could differ from these estimates.
 
 
Revenue Recognition
—Revenues associated with the sales of crude
 
oil, bitumen, natural gas, LNG,
NGLs and other items are recognized at the point
 
in time when the customer obtains control
 
of the asset.
 
In evaluating when a customer has control of the
 
asset, we primarily consider whether the
 
transfer of legal
title and physical delivery has occurred, whether
 
the customer has significant risks and rewards
 
of
ownership, and whether the customer has accepted
 
delivery and a right to payment exists.
 
These products
are typically sold at prevailing market prices.
 
We allocate variable market-based consideration to
deliveries (performance obligations) in the
 
current period as that consideration relates
 
specifically to our
efforts to transfer control of current period deliveries to the
 
customer and represents the amount we
expect to be entitled to in exchange for the related
 
products.
 
Payment is typically due within 30 days or
less.
 
Revenues associated with transactions commonly
 
called buy/sell contracts, in which the
 
purchase and sale
of inventory with the same counterparty are entered
 
into “in contemplation” of one another, are combined
and reported net (i.e., on the same income statement
 
line).
 
 
Shipping and Handling Costs
—We typically incur shipping and handling costs prior to control
transferring to the customer and account for these
 
activities as fulfillment costs.
 
Accordingly, we include
shipping and handling costs in production and operating
 
expenses for production activities.
 
Transportation costs related to marketing activities are recorded in
 
purchased commodities.
 
Freight costs
billed to customers are treated as a component of the
 
transaction price and recorded as a component
 
of
revenue when the customer obtains control.
 
 
 
Cash Equivalents
—Cash equivalents are highly liquid, short-term
 
investments that are readily
convertible to known amounts of cash and have
 
original maturities of 90 days or less from
 
their date of
purchase.
 
They are carried at cost plus accrued interest,
 
which approximates fair value.
 
 
 
Short-Term Investments
—Short-term investments include investments
 
in bank time deposits and
marketable securities (commercial paper and government
 
obligations) which are carried at cost plus
accrued interest and have original maturities
 
of greater than 90 days but within one year or when
 
the
remaining maturities are within one year.
 
We also invest in financial instruments classified as available
for sale debt securities which are carried at fair
 
value. Those instruments are included in short-term
investments when they have remaining maturities
 
within one year as of the balance sheet date.
 
 
 
 
Long-Term Investments in Debt Securities
—Long-term investments in debt securities
 
includes
financial instruments classified as available for sale
 
debt securities with remaining maturities
 
greater than
one year as of the balance sheet date.
 
They are carried at fair value and presented
 
within the “Investments
and long-term receivables” line of our consolidated
 
balance sheet.
 
 
 
 
Inventories
—We have several valuation methods for our various types of inventories
 
and consistently
use the following methods for each type of inventory.
 
The majority of our commodity-related inventories
are recorded at cost using the LIFO basis.
 
We measure these inventories at the lower-of-cost-or-market in
the aggregate.
 
Any necessary lower-of-cost-or-market write-downs at year
 
end are recorded as
permanent adjustments to the LIFO cost basis.
 
LIFO is used to better match current inventory
 
costs with
current revenues.
 
Costs include both direct and indirect expenditures
 
incurred in bringing an item or
product to its existing condition and location,
 
but not unusual/nonrecurring costs or research
 
and
development costs.
 
Materials, supplies and other miscellaneous inventories,
 
such as tubular goods and
well equipment, are valued using various methods,
 
including the weighted-average-cost
 
method, and the
FIFO method, consistent with industry practice.
 
 
Fair Value Measurements
—Assets and liabilities measured at fair value
 
and required to be categorized
within the fair value hierarchy are categorized into
 
one of three different levels depending on the
observability of the inputs employed in the measurement.
 
Level 1 inputs are quoted prices in active
markets for identical assets or liabilities.
 
Level 2 inputs are observable inputs other than
 
quoted prices
included within Level 1 for the asset or liability, either directly or indirectly
 
through market-corroborated
inputs.
 
Level 3 inputs are unobservable inputs for
 
the asset or liability reflecting significant
 
modifications
to observable related market data or our assumptions
 
about pricing by market participants.
 
 
Derivative Instruments
—Derivative instruments are recorded on the balance
 
sheet at fair value.
 
If the
right of offset exists and certain other criteria are met,
 
derivative assets and liabilities with the same
counterparty are netted on the balance sheet and the
 
collateral payable or receivable is netted
 
against
derivative assets and derivative liabilities,
 
respectively.
Recognition and classification of the gain or loss
 
that results from recording and adjusting
 
a derivative to
fair value depends on the purpose for issuing or
 
holding the derivative.
 
Gains and losses from derivatives
not accounted for as hedges are recognized immediately
 
in earnings.
 
 
 
Oil and Gas Exploration and Development
—Oil and gas exploration and development
 
costs are
accounted for using the successful efforts method of
 
accounting.
Property Acquisition Costs
—Oil and gas leasehold acquisition costs are
 
capitalized and included in
the balance sheet caption PP&E.
 
Leasehold impairment is recognized based
 
on exploratory
experience and management’s judgment.
 
Upon achievement of all conditions necessary for
 
reserves
to be classified as proved, the associated leasehold
 
costs are reclassified to proved properties.
Exploratory Costs
—Geological and geophysical costs and the
 
costs of carrying and retaining
undeveloped properties are expensed as incurred.
 
Exploratory well costs are capitalized, or
“suspended,” on the balance sheet pending further
 
evaluation of whether economically recoverable
reserves have been found.
 
If economically recoverable reserves are not found,
 
exploratory well costs
are expensed as dry holes.
 
If exploratory wells encounter potentially
 
economic quantities of oil and
gas, the well costs remain capitalized on the balance
 
sheet as long as sufficient progress assessing the
reserves and the economic and operating viability
 
of the project is being made.
 
For complex
exploratory discoveries, it is not unusual to
 
have exploratory wells remain suspended
 
on the balance
sheet for several years while we perform additional
 
appraisal drilling and seismic work on the
potential oil and gas field or while we seek government
 
or co-venturer approval of development plans
or seek environmental permitting.
 
Once all required approvals and permits have been
 
obtained, the
projects are moved into the development phase,
 
and the oil and gas resources are designated
 
as proved
reserves.
Management reviews suspended well balances quarterly, continuously monitors
 
the results of the
additional appraisal drilling and seismic work,
 
and expenses the suspended well costs
 
as dry holes
when it judges the potential field does not
 
warrant further investment in the near term.
 
See Note 8—
Suspended Wells and Other Exploration Expenses, for additional information
 
on suspended wells.
Development Costs
—Costs incurred to drill and equip development
 
wells, including unsuccessful
development wells, are capitalized.
Depletion and Amortization
—Leasehold costs of producing properties
 
are depleted using the unit-
of-production method based on estimated proved
 
oil and gas reserves.
 
Amortization of intangible
development costs is based on the unit-of-production
 
method using estimated proved developed
 
oil
and gas reserves.
 
 
Capitalized Interest
—Interest from external borrowings is
 
capitalized on major projects with an
expected construction period of one year or longer.
 
Capitalized interest is added to the cost of
 
the
underlying asset and is amortized over the useful
 
lives of the assets in the same manner
 
as the underlying
assets.
 
 
Depreciation and Amortization
—Depreciation and amortization of PP&E
 
on producing hydrocarbon
properties and certain pipeline and LNG assets
 
(those which are expected to have a declining
 
utilization
pattern), are determined by the unit-of-production method.
 
Depreciation and amortization of all other
PP&E are determined by either the individual-unit-straight-line
 
method or the group-straight-line method
(for those individual units that are highly integrated
 
with other units).
 
 
Impairment of Properties, Plants and Equipment
—PP&E used in operations are assessed for
impairment whenever changes in facts and circumstances
 
indicate a possible significant deterioration
 
in
the future cash flows expected to be generated
 
by an asset group and annually in the fourth
 
quarter
following updates to corporate planning assumptions.
 
If there is an indication the carrying amount of
 
an
asset may not be recovered, the asset is monitored
 
by management through an established
 
process where
changes to significant assumptions such as prices,
 
volumes and future development plans are reviewed.
 
If, upon review, the sum of the undiscounted before-tax cash flows is less
 
than the carrying value of the
asset group, the carrying value is written down to
 
estimated fair value through additional
 
amortization or
depreciation provisions and reported as impairments
 
in the periods in which the determination
 
of the
impairment is made.
 
Individual assets are grouped for impairment
 
purposes at the lowest level for which
there are identifiable cash flows that are largely independent
 
of the cash flows of other groups of assets—
generally on a field-by-field basis for E&P assets.
 
Because there usually is a lack of quoted
 
market prices
for long-lived assets, the fair value of impaired assets
 
is typically determined based on the present values
of expected future cash flows using discount rates
 
believed to be consistent with those used by
 
principal
market participants or based on a multiple of operating
 
cash flow validated with historical
 
market
transactions of similar assets where possible.
 
Long-lived assets committed by management for
 
disposal
within one year are accounted for at the lower
 
of amortized cost or fair value, less cost
 
to sell, with fair
value determined using a binding negotiated price,
 
if available, or present value of expected future cash
flows as previously described.
The expected future cash flows used for impairment
 
reviews and related fair value calculations are
 
based
on estimated future production volumes, prices
 
and costs, considering all available evidence at the date
 
of
review.
 
The impairment review includes cash flows from
 
proved developed and undeveloped reserves,
including any development expenditures necessary
 
to achieve that production.
 
Additionally, when
probable and possible reserves exist, an appropriate
 
risk-adjusted amount of these reserves may be
included in the impairment calculation.
 
 
Impairment of Investments in Nonconsolidated
 
Entities
—Investments in nonconsolidated entities
 
are
assessed for impairment whenever changes in
 
the facts and circumstances indicate a loss
 
in value has
occurred and annually following updates to corporate
 
planning assumptions.
 
When such a condition is
judgmentally determined to be other than temporary, the carrying value of the
 
investment is written down
to fair value.
 
The fair value of the impaired investment is
 
based on quoted market prices, if available,
 
or
upon the present value of expected future cash
 
flows using discount rates believed to be consistent
 
with
those used by principal market participants,
 
plus market analysis of comparable assets
 
owned by the
investee, if appropriate.
 
 
Maintenance and Repairs
—Costs of maintenance and repairs, which are
 
not significant improvements,
are expensed when incurred.
 
 
Property Dispositions
—When complete units of depreciable property
 
are sold, the asset cost and related
accumulated depreciation are eliminated,
 
with any gain or loss reflected in the “Gain on dispositions”
 
line
of our consolidated income statement.
 
When less than complete units of depreciable property
 
are
disposed of or retired which do not significantly
 
alter the DD&A rate, the difference between asset
 
cost
and salvage value is charged or credited to accumulated
 
depreciation.
 
 
Asset Retirement Obligations and Environmental Costs
—The
 
fair value of legal obligations to retire
and remove long-lived assets are recorded in
 
the period in which the obligation is incurred
 
(typically
when the asset is installed at the production location).
 
When the liability is initially recorded,
 
we
capitalize this cost by increasing the carrying amount
 
of the related PP&E.
 
If, in subsequent periods, our
estimate of this liability changes, we will record an
 
adjustment to both the liability and
 
PP&E.
 
Over time
the liability is increased for the change in its present
 
value, and the capitalized cost in PP&E is
depreciated over the useful life of the related asset.
 
Reductions to estimated liabilities for assets that
 
are
no longer producing are recorded as a credit
 
to impairment, if the asset had been previously
 
impaired, or
as a credit to DD&A, if the asset had not been previously
 
impaired.
 
For additional information, see
Note 10—Asset Retirement Obligations and Accrued
 
Environmental Costs.
Environmental expenditures are expensed or capitalized,
 
depending upon their future economic benefit.
 
Expenditures relating to an existing condition
 
caused by past operations, and those having no future
economic benefit, are expensed.
 
Liabilities for environmental expenditures are
 
recorded on an
undiscounted basis (unless acquired in a purchase
 
business combination, which we record
 
on a discounted
basis) when environmental assessments or cleanups
 
are probable and the costs can be reasonably
estimated.
 
Recoveries of environmental remediation costs
 
from other parties are recorded as assets when
their receipt is probable and estimable.
 
 
Guarantees
—The fair value of a guarantee is determined
 
and recorded as a liability at the time the
guarantee is given.
 
The initial liability is subsequently reduced
 
as we are released from exposure under
the guarantee.
 
We amortize the guarantee liability over the relevant time period, if one exists, based on
the facts and circumstances surrounding each type
 
of guarantee.
 
In cases where the guarantee term is
indefinite, we reverse the liability when we have
 
information indicating the liability
 
is essentially relieved
or amortize it over an appropriate time
 
period as the fair value of our guarantee exposure
 
declines over
time.
 
We amortize the guarantee liability to the related income statement line item based
 
on the nature of
the guarantee.
 
When it becomes probable that we will have
 
to perform on a guarantee, we accrue a
separate liability if it is reasonably estimable,
 
based on the facts and circumstances at that
 
time.
 
We
reverse the fair value liability only when there
 
is no further exposure under the guarantee.
 
 
Share-Based Compensation
—We recognize share-based compensation expense over the shorter of the
service period (i.e., the stated period of time required
 
to earn the award) or the period beginning at
 
the
start of the service period and ending when an
 
employee first becomes eligible for retirement.
 
We have
elected to recognize expense on a straight-line
 
basis over the service period for the entire
 
award, whether
the award was granted with ratable or cliff vesting.
 
 
Income Taxes
—Deferred income taxes are computed using
 
the liability method and are provided on all
temporary differences between the financial reporting basis
 
and the tax basis of our assets and liabilities,
except for deferred taxes on income and temporary
 
differences related to the cumulative translation
adjustment considered to be permanently reinvested
 
in certain foreign subsidiaries and
 
foreign corporate
joint ventures.
 
Allowable tax credits are applied currently
 
as reductions of the provision for income
taxes.
 
Interest related to unrecognized tax benefits
 
is reflected in interest and debt expense, and
 
penalties
related to unrecognized tax benefits are reflected
 
in production and operating expenses.
 
 
Taxes Collected from Customers and Remitted to Governmental Authorities
—Sales and value-
added taxes are recorded net.
 
 
Net Income (Loss) Per Share of Common Stock
—Basic net income (loss) per share of common stock
is calculated based upon the daily weighted-average
 
number of common shares outstanding during
 
the
year.
 
Also, this
 
calculation includes fully vested stock and unit
 
awards that have not yet been issued as
common stock, along with an adjustment to
 
net income (loss) for dividend equivalents
 
paid on unvested
unit awards that are considered participating
 
securities.
 
Diluted net income per share of common stock
includes unvested stock, unit or option awards granted
 
under our compensation plans and vested but
unexercised stock options, but only to the extent these
 
instruments dilute net income per share, primarily
under the treasury-stock method.
 
Diluted net loss per share, which is calculated
 
the same as basic net loss
per share, does not assume conversion or exercise
 
of securities that would have an antidilutive
 
effect.
 
Treasury stock is excluded from the daily weighted-average number
 
of common shares outstanding in
both calculations.
 
The earnings per share impact of the participating
 
securities is immaterial.
XML 152 R124.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Employee Benefit Plans - Severances (Details) - Employee Severance [Member]
$ in Millions
12 Months Ended
Dec. 31, 2019
USD ($)
Supplemental Unemployment Benefits [Line Items]  
Balance at December 31, 2018 $ 48
Accruals (1)
Benefit payments (24)
Balance at December 31, 2019 23
Short term supplemental unemployment benefits [Member]  
Supplemental Unemployment Benefits [Line Items]  
Balance at December 31, 2019 $ 5
XML 153 R18.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Impairments
12 Months Ended
Dec. 31, 2019
Impairment Of Long Lived Assets [Abstract]  
Impairments
Note 9—Impairments
During 2019, 2018 and 2017, we recognized the
 
following before-tax impairment charges:
Millions of Dollars
2019
2018
2017
Alaska
$
-
20
180
Lower 48
402
63
3,969
Canada
2
9
22
Europe and North Africa
1
(79)
46
Asia Pacific and Middle East
-
14
2,384
$
405
27
6,601
2019
In the Lower 48, we recorded impairments
 
of $
402
 
million, primarily related to developed properties
 
in our
Niobrara asset which were written down to fair value
 
less costs to sell.
 
See Note 5—Asset Acquisitions and
Dispositions,
 
for additional information on this disposition.
 
The charges discussed below, within this section, are included in the “Exploration
 
expenses” line on our
consolidated income statement and are not reflected
 
in the table above.
 
In our Lower 48 segment, we recorded a before-tax impairment
 
of $
141
 
million for the associated carrying
value of capitalized undeveloped leasehold costs
 
due to our decision to discontinue exploration
 
activities
related to our Central Louisiana Austin Chalk
 
acreage.
 
2018
In Alaska, we recorded impairments of $
20
 
million primarily due to cancelled projects.
 
 
In the Lower 48, we recorded impairments
 
of $
63
 
million, primarily related to developed properties
 
in our
Barnett asset which were written down to fair value
 
less costs to sell, partly offset by a revision to reflect
finalized proceeds on a separate transaction.
 
 
In our Europe and North Africa segment, we recorded
 
a credit to impairment of $
79
 
million, primarily due to
decreased ARO estimates on fields in the
 
U.K. which have ceased production and
 
were impaired in prior years,
partly offset by an increased ARO estimate on a field
 
in Norway which has ceased production.
 
 
 
2017
 
In Alaska, we recorded impairments of $
180
 
million primarily for the associated PP&E
 
carrying value of our
small interest in the Point Thomson unit.
 
 
In the Lower 48, we recorded impairments
 
of $
3,969
 
million primarily due to certain developed
 
properties
which were written down to fair value less costs
 
to sell.
 
See Note 5—Asset Acquisitions and Dispositions, for
additional information on our dispositions.
 
 
In Canada, we recorded impairments of $
22
 
million primarily due to cancelled projects.
 
In Europe and North Africa, we recorded impairments
 
of $
46
 
million primarily due to reduced volume
forecasts for a field in the U.K. and restructured ownership
 
and a change in commercial premises for a gas
processing plant in Norway, partly offset by decreased ARO estimates on fields at or
 
nearing the end of life
which were impaired in prior years.
 
In Asia Pacific and Middle East, we recorded impairments
 
of $
2,384
 
million, including the impairment of our
APLNG investment.
 
For more information, see the “APLNG”
 
section of Note 6—Investments, Loans and
Long-Term Receivables.
 
 
The charges discussed below, within this section, are included in the “Exploration
 
expenses” line on our
consolidated income statement and are not reflected
 
in the table above.
 
In our Lower 48 segment, we recorded a before-tax impairment
 
of $
51
 
million for the associated carrying
value of capitalized undeveloped leasehold costs
 
of Shenandoah in deepwater Gulf of Mexico
 
following the
suspension of appraisal activity by the operator.
 
Additionally, we recorded a $
38
 
million before-tax
impairment for mineral assets primarily
 
due to plan of development changes.
XML 154 R120.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Employee Benefit Plans - Fair values of pension plan assets (Details) - USD ($)
$ in Millions
Dec. 31, 2019
Dec. 31, 2018
Fair Value, Disclosure Item Amounts [Domain] | U.S.    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets $ 1,496 $ 1,249
Fair Value, Disclosure Item Amounts [Domain] | Foreign Pension Plans, Defined Benefit [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets 4,297 3,345
U.S.    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets 294 252
Foreign Pension Plans, Defined Benefit [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets 3,258 2,442
US Equity Securities [Member] | U.S.    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets 101 94
US Equity Securities [Member] | Foreign Pension Plans, Defined Benefit [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets 435 371
International Equity Securities [Member] | U.S.    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets 98 80
International Equity Securities [Member] | Foreign Pension Plans, Defined Benefit [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets 266 241
Mutual Funds -Equity [Member] | U.S.    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets 93 76
Mutual Funds -Equity [Member] | Foreign Pension Plans, Defined Benefit [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets 512 394
Common Collective Trust Equity Securities [Member] | Portion at Net Asset Value [Member] | U.S.    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets 457 364
Common Collective Trust Equity Securities [Member] | Portion at Net Asset Value [Member] | Foreign Pension Plans, Defined Benefit [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets 167 153
US Government Debt Securities [Member] | U.S.    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets 0 0
US Government Debt Securities [Member] | Foreign Pension Plans, Defined Benefit [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets 1,412 889
Debt Security, Corporate, US [Member] | U.S.    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets 2 2
Debt Security, Corporate, US [Member] | Foreign Pension Plans, Defined Benefit [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets 0 0
Debt Security Mutual Fund [Member] | U.S.    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets 0 0
Debt Security Mutual Fund [Member] | Foreign Pension Plans, Defined Benefit [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets 392 363
Defined Benefit Plan, Common Collective Trust [Member] | Portion at Net Asset Value [Member] | U.S.    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets 637 548
Defined Benefit Plan, Common Collective Trust [Member] | Portion at Net Asset Value [Member] | Foreign Pension Plans, Defined Benefit [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets 760 641
Defined Benefit Plan, Cash and Cash Equivalents [Member] | U.S.    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets 0 0
Defined Benefit Plan, Cash and Cash Equivalents [Member] | Foreign Pension Plans, Defined Benefit [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets 98 71
Defined Benefit Plan, Cash and Cash Equivalents [Member] | Portion at Net Asset Value [Member] | U.S.    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets 25 5
Defined Benefit Plan, Cash and Cash Equivalents [Member] | Portion at Net Asset Value [Member] | Foreign Pension Plans, Defined Benefit [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets 0 0
Bank Time Deposits [Member] | U.S.    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets   0
Bank Time Deposits [Member] | Foreign Pension Plans, Defined Benefit [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets   6
Defined Benefit Plan, Derivative [Member] | U.S.    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets 0 0
Defined Benefit Plan, Derivative [Member] | Foreign Pension Plans, Defined Benefit [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets 11 (17)
Defined Benefit Plan, Real Estate [Member] | U.S.    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets 0 0
Defined Benefit Plan, Real Estate [Member] | Foreign Pension Plans, Defined Benefit [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets 132 124
Defined Benefit Plan, Real Estate [Member] | Portion at Net Asset Value [Member] | U.S.    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets 83 80
Defined Benefit Plan, Real Estate [Member] | Portion at Net Asset Value [Member] | Foreign Pension Plans, Defined Benefit [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets 112 109
Fair Value, Inputs, Level 1 [Member] | Fair Value, Disclosure Item Amounts [Domain] | U.S.    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets 285 230
Fair Value, Inputs, Level 1 [Member] | Fair Value, Disclosure Item Amounts [Domain] | Foreign Pension Plans, Defined Benefit [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets 2,859 2,137
Fair Value, Inputs, Level 1 [Member] | U.S.    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets 285 230
Fair Value, Inputs, Level 1 [Member] | Foreign Pension Plans, Defined Benefit [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets 2,859 2,137
Fair Value, Inputs, Level 1 [Member] | US Equity Securities [Member] | U.S.    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets 94 74
Fair Value, Inputs, Level 1 [Member] | US Equity Securities [Member] | Foreign Pension Plans, Defined Benefit [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets 435 371
Fair Value, Inputs, Level 1 [Member] | International Equity Securities [Member] | U.S.    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets 98 80
Fair Value, Inputs, Level 1 [Member] | International Equity Securities [Member] | Foreign Pension Plans, Defined Benefit [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets 266 241
Fair Value, Inputs, Level 1 [Member] | Mutual Funds -Equity [Member] | U.S.    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets 93 76
Fair Value, Inputs, Level 1 [Member] | Mutual Funds -Equity [Member] | Foreign Pension Plans, Defined Benefit [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets 245 213
Fair Value, Inputs, Level 1 [Member] | US Government Debt Securities [Member] | U.S.    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets 0 0
Fair Value, Inputs, Level 1 [Member] | US Government Debt Securities [Member] | Foreign Pension Plans, Defined Benefit [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets 1,412 889
Fair Value, Inputs, Level 1 [Member] | Debt Security, Corporate, US [Member] | U.S.    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets 0 0
Fair Value, Inputs, Level 1 [Member] | Debt Security, Corporate, US [Member] | Foreign Pension Plans, Defined Benefit [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets 0 0
Fair Value, Inputs, Level 1 [Member] | Debt Security Mutual Fund [Member] | U.S.    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets 0 0
Fair Value, Inputs, Level 1 [Member] | Debt Security Mutual Fund [Member] | Foreign Pension Plans, Defined Benefit [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets 392 363
Fair Value, Inputs, Level 1 [Member] | Defined Benefit Plan, Cash and Cash Equivalents [Member] | U.S.    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets 0 0
Fair Value, Inputs, Level 1 [Member] | Defined Benefit Plan, Cash and Cash Equivalents [Member] | Foreign Pension Plans, Defined Benefit [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets 98 71
Fair Value, Inputs, Level 1 [Member] | Bank Time Deposits [Member] | U.S.    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets   0
Fair Value, Inputs, Level 1 [Member] | Bank Time Deposits [Member] | Foreign Pension Plans, Defined Benefit [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets   6
Fair Value, Inputs, Level 1 [Member] | Defined Benefit Plan, Derivative [Member] | U.S.    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets 0 0
Fair Value, Inputs, Level 1 [Member] | Defined Benefit Plan, Derivative [Member] | Foreign Pension Plans, Defined Benefit [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets 11 (17)
Fair Value, Inputs, Level 1 [Member] | Defined Benefit Plan, Real Estate [Member] | U.S.    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets 0 0
Fair Value, Inputs, Level 1 [Member] | Defined Benefit Plan, Real Estate [Member] | Foreign Pension Plans, Defined Benefit [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets 0 0
Fair Value, Inputs, Level 2 [Member] | Fair Value, Disclosure Item Amounts [Domain] | U.S.    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets 2 2
Fair Value, Inputs, Level 2 [Member] | Fair Value, Disclosure Item Amounts [Domain] | Foreign Pension Plans, Defined Benefit [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets 267 181
Fair Value, Inputs, Level 2 [Member] | U.S.    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets 2 2
Fair Value, Inputs, Level 2 [Member] | Foreign Pension Plans, Defined Benefit [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets 267 181
Fair Value, Inputs, Level 2 [Member] | US Equity Securities [Member] | U.S.    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets 0 0
Fair Value, Inputs, Level 2 [Member] | US Equity Securities [Member] | Foreign Pension Plans, Defined Benefit [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets 0 0
Fair Value, Inputs, Level 2 [Member] | International Equity Securities [Member] | U.S.    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets 0 0
Fair Value, Inputs, Level 2 [Member] | International Equity Securities [Member] | Foreign Pension Plans, Defined Benefit [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets 0 0
Fair Value, Inputs, Level 2 [Member] | Mutual Funds -Equity [Member] | U.S.    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets 0 0
Fair Value, Inputs, Level 2 [Member] | Mutual Funds -Equity [Member] | Foreign Pension Plans, Defined Benefit [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets 267 181
Fair Value, Inputs, Level 2 [Member] | US Government Debt Securities [Member] | U.S.    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets 0 0
Fair Value, Inputs, Level 2 [Member] | US Government Debt Securities [Member] | Foreign Pension Plans, Defined Benefit [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets 0 0
Fair Value, Inputs, Level 2 [Member] | Debt Security, Corporate, US [Member] | U.S.    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets 2 2
Fair Value, Inputs, Level 2 [Member] | Debt Security, Corporate, US [Member] | Foreign Pension Plans, Defined Benefit [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets 0 0
Fair Value, Inputs, Level 2 [Member] | Debt Security Mutual Fund [Member] | U.S.    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets 0 0
Fair Value, Inputs, Level 2 [Member] | Debt Security Mutual Fund [Member] | Foreign Pension Plans, Defined Benefit [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets 0 0
Fair Value, Inputs, Level 2 [Member] | Defined Benefit Plan, Cash and Cash Equivalents [Member] | U.S.    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets 0 0
Fair Value, Inputs, Level 2 [Member] | Defined Benefit Plan, Cash and Cash Equivalents [Member] | Foreign Pension Plans, Defined Benefit [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets 0 0
Fair Value, Inputs, Level 2 [Member] | Bank Time Deposits [Member] | U.S.    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets   0
Fair Value, Inputs, Level 2 [Member] | Bank Time Deposits [Member] | Foreign Pension Plans, Defined Benefit [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets   0
Fair Value, Inputs, Level 2 [Member] | Defined Benefit Plan, Derivative [Member] | U.S.    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets 0 0
Fair Value, Inputs, Level 2 [Member] | Defined Benefit Plan, Derivative [Member] | Foreign Pension Plans, Defined Benefit [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets 0 0
Fair Value, Inputs, Level 2 [Member] | Defined Benefit Plan, Real Estate [Member] | U.S.    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets 0 0
Fair Value, Inputs, Level 2 [Member] | Defined Benefit Plan, Real Estate [Member] | Foreign Pension Plans, Defined Benefit [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets 0 0
Fair Value, Inputs, Level 3 [Member] | Fair Value, Disclosure Item Amounts [Domain] | U.S.    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets 7 20
Fair Value, Inputs, Level 3 [Member] | Fair Value, Disclosure Item Amounts [Domain] | Foreign Pension Plans, Defined Benefit [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets 132 124
Fair Value, Inputs, Level 3 [Member] | U.S.    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets 7 20
Fair Value, Inputs, Level 3 [Member] | Foreign Pension Plans, Defined Benefit [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets 132 124
Fair Value, Inputs, Level 3 [Member] | US Equity Securities [Member] | U.S.    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets 7 20
Fair Value, Inputs, Level 3 [Member] | US Equity Securities [Member] | Foreign Pension Plans, Defined Benefit [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets 0 0
Fair Value, Inputs, Level 3 [Member] | International Equity Securities [Member] | U.S.    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets 0 0
Fair Value, Inputs, Level 3 [Member] | International Equity Securities [Member] | Foreign Pension Plans, Defined Benefit [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets 0 0
Fair Value, Inputs, Level 3 [Member] | Mutual Funds -Equity [Member] | U.S.    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets 0 0
Fair Value, Inputs, Level 3 [Member] | Mutual Funds -Equity [Member] | Foreign Pension Plans, Defined Benefit [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets 0 0
Fair Value, Inputs, Level 3 [Member] | US Government Debt Securities [Member] | U.S.    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets 0 0
Fair Value, Inputs, Level 3 [Member] | US Government Debt Securities [Member] | Foreign Pension Plans, Defined Benefit [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets 0 0
Fair Value, Inputs, Level 3 [Member] | Debt Security, Corporate, US [Member] | U.S.    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets 0 0
Fair Value, Inputs, Level 3 [Member] | Debt Security, Corporate, US [Member] | Foreign Pension Plans, Defined Benefit [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets 0 0
Fair Value, Inputs, Level 3 [Member] | Debt Security Mutual Fund [Member] | U.S.    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets 0 0
Fair Value, Inputs, Level 3 [Member] | Debt Security Mutual Fund [Member] | Foreign Pension Plans, Defined Benefit [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets 0 0
Fair Value, Inputs, Level 3 [Member] | Defined Benefit Plan, Cash and Cash Equivalents [Member] | U.S.    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets 0 0
Fair Value, Inputs, Level 3 [Member] | Defined Benefit Plan, Cash and Cash Equivalents [Member] | Foreign Pension Plans, Defined Benefit [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets 0 0
Fair Value, Inputs, Level 3 [Member] | Bank Time Deposits [Member] | U.S.    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets   0
Fair Value, Inputs, Level 3 [Member] | Bank Time Deposits [Member] | Foreign Pension Plans, Defined Benefit [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets   0
Fair Value, Inputs, Level 3 [Member] | Defined Benefit Plan, Derivative [Member] | U.S.    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets 0 0
Fair Value, Inputs, Level 3 [Member] | Defined Benefit Plan, Derivative [Member] | Foreign Pension Plans, Defined Benefit [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets 0 0
Fair Value, Inputs, Level 3 [Member] | Defined Benefit Plan, Real Estate [Member] | U.S.    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets 0 0
Fair Value, Inputs, Level 3 [Member] | Defined Benefit Plan, Real Estate [Member] | Foreign Pension Plans, Defined Benefit [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Fair Value of Selected Plan Assets $ 132 $ 124
XML 155 R33.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Sales and Other Operating Revenues
12 Months Ended
Dec. 31, 2019
Revenue from Contract with Customer [Abstract]  
Revenue from Contract with Customer
Note 24—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
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 25—Segment Disclosures and Related
Information:
Millions of Dollars
Millions of Dollars
Practical Expedients
Typically,
 
our commodity sales contracts are less than
 
12 months in duration; however, in certain specific
cases may extend longer, which may be out to the end of
 
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 December 31, 2019, the “Accounts and
 
notes receivable” line on our consolidated
 
balance sheet included
trade receivables of $
2,372
 
million compared with $
2,889
 
million at December 31, 2018, and included 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 with 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.
Millions of
Dollars
We expect to recognize the contract liabilities as of December 31, 2019, as revenue during 2021 and 2022.
XML 156 R37.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Schedule ll
12 Months Ended
Dec. 31, 2019
Valuation and Qualifying Accounts [Abstract]  
VALUATION AND QUALIFYING ACCOUNTS
SCHEDULE II—VALUATION
 
AND QUALIFYING ACCOUNTS (Consolidated)
ConocoPhillips
Millions of Dollars
Balance at
Charged to
Balance at
Description
January 1
Expense
Other
(a)
Deductions
December 31
2019
Deducted from asset accounts:
Allowance for doubtful accounts and notes receivable
$
25
5
-
(17)
(b)
13
Deferred tax asset valuation allowance
3,040
7,376
(26)
(176)
10,214
Included in other liabilities:
Restructuring accruals
48
(1)
-
(24)
(c)
23
2018
Deducted from asset accounts:
Allowance for doubtful accounts and notes receivable
$
4
23
-
(2)
(b)
25
Deferred tax asset valuation allowance
1,254
2,067
(8)
(273)
3,040
Included in other liabilities:
Restructuring accruals
53
70
(2)
(73)
(c)
48
2017
Deducted from asset accounts:
Allowance for doubtful accounts and notes receivable
$
5
2
-
(3)
(b)
4
Deferred tax asset valuation allowance
675
560
19
-
1,254
Included in other liabilities:
Restructuring accruals
80
65
1
(93)
(c)
53
(a)Represents acquisitions/dispositions/revisions and the effect of translating foreign financial statements.
(b)Amounts charged off less recoveries of amounts previously charged off.
(c)Benefit payments.
See Note 19
Income Taxes, in the Notes to Consolidated Financial Statements, for additional information related to our deferred
tax asset valuation allowance.
XML 157 R103.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Non Mineral Leases - Intro (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Finance Lease Obligations $ 720 $ 777
Operating Lease, Liability $ 932  
Co Venturer Member    
FInance lease net assets consolidated on a proportionate basis   420
Finance Lease Obligations   688
Operating Lease, Right-of-Use Asset   $ 57
Lease, Practical Expedients, Package [true false] true  
Lease Practical Expedient Lessor Single Lease Component true  
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Inventories (Tables)
12 Months Ended
Dec. 31, 2019
Inventories [Abstract]  
Inventories
Note 4—Inventories
Inventories at December 31 were:
Millions of Dollars
2019
2018
Crude oil and natural gas
$
472
432
Materials and supplies
554
575
$
1,026
1,007