Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM
10-Q

(Mark One)

[X]

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended                    September 30, 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                            

(Mark One)
[
X
]
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
June 30, 2020
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 incorporation or organization)

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

Delaware
01-0562944
(State or other jurisdiction of incorporation
or organization)
(I.R.S. Employer
Identification No.)
925 N. Eldridge Parkway

Houston
,
TX
77079

(Address of principal executive offices) (Zip
(Zip Code)

281-293-1000

281
-
293-1000
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the
Act:
Title of each class
Trading symbols
Name of each exchange on which registered
Common Stock, $.01 Par Value
COP
New York Stock Exchange
7% Debentures due 2029
CUSIP—718507BK1
New York Stock Exchange
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed
by Section 13 or
15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period
that
the registrant was required to file such reports),
and (2) has been subject to such filing requirements
for the
past 90 days.
Yes [x]
[x] No [
]

Indicate by check mark whether the registrant
has submitted electronically every Interactive
Data File required
to be submitted pursuant to Rule 405 of Regulation
S-T
232.405 of this chapter) during the preceding
12
months (or for such shorter period that the registrant
was required to submit such files).
Yes [x]
[x] No [
]

Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated
filer, a smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated
filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in
Rule 12b-2 of the
Exchange Act.

Large accelerated filer [x]
[x]
Accelerated filer [
]
Non-accelerated filer [
]
Smaller reporting company
[
]

Emerging growth company
[
]

If an emerging growth company, indicate by check mark if the registrant has elected
not to use the extended
transition period for complying with any new or
revised financial accounting standards
provided pursuant to
Section 13(a) of the Exchange Act. [
]

Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the
Exchange
Act).
Yes
[
]
No [x]

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

[x]
The registrant had 1,097,268,667
1,072,566,210
shares of common stock, $.01 par value, outstanding
at SeptemberJune 30, 2019.

2020.


Table of Contents

CONOCOPHILLIPS


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1
Commonly Used Abbreviations
The following industry-specific, accounting and
other terms, and abbreviations may be commonly
used in this report.

Currencies

Accounting

$

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

BOE

barrels of oil equivalent

FASB

Financial Accounting Standards

MBD

thousands of barrels per day

Board

MCF

thousand cubic feet

FIFO

first-in, first-out

MMBOE

million barrels of oil equivalent

G&A

general and administrative

MBOED

thousands of barrels of oil

GAAP

generally accepted accounting

equivalent per day

principles

MMBTU

million British thermal units

LIFO

last-in, first-out

MMCFD

million cubic feet per day

NPNS

normal purchase normal sale

PP&E

properties, plants and equipment

Industry

SAB

staff accounting bulletin

CBM

coalbed methane

VIE

variable interest entity

E&P

exploration and production

FEED

front-end engineering and design

Miscellaneous

FPS

floating production system

EPA

Environmental Protection Agency

FPSO

floating production, storage and

EU

European Union

offloading

FERC

Federal Energy Regulatory

JOA

joint operating agreement

Commission

LNG

liquefied natural gas

GHG

greenhouse gas

NGLs

natural gas liquids

HSE

health, safety and environment

OPEC

Organization of Petroleum

ICC

International Chamber of

Exporting Countries

Commerce

PSC

production sharing contract

ICSID

World Bank’s International

PUDs

proved undeveloped reserves

Centre for Settlement of

SAGD

steam-assisted gravity drainage

Investment Disputes

WCS

Western Canada Select

IRS

Internal Revenue Service

WTI

West Texas Intermediate

OTC

over-the-counter

NYSE

New York Stock Exchange

SEC

U.S. Securities and Exchange

Commission

TSR

total shareholder return

U.K.

United Kingdom

U.S.

United States of America

1


Table of Contents

report.

Currencies
Accounting
$ or USD
U.S. dollar
ARO
asset retirement obligation
CAD
Canadian dollar
ASC
accounting standards codification
EUR
Euro
ASU
accounting standards update
GBP
British pound
DD&A
depreciation, depletion and
amortization
Units of Measurement
FASB
Financial Accounting Standards
BBL
barrel
Board
BCF
billion cubic feet
FIFO
first-in, first-out
BOE
barrels of oil equivalent
G&A
general and administrative
MBD
thousands of barrels per day
GAAP
generally accepted accounting
MCF
thousand cubic feet
principles
MBOD
thousand barrels of oil per day
LIFO
last-in, first-out
MM
million
NPNS
normal purchase normal sale
MMBOE
million barrels of oil equivalent
PP&E
properties, plants and equipment
MMBOD
million barrels of oil per day
SAB
staff accounting bulletin
MBOED
thousands of barrels of oil
VIE
variable interest entity
equivalent per day
MMBTU
million British thermal units
Miscellaneous
MMCFD
million cubic feet per day
EPA
Environmental Protection Agency
EU
European Union
Industry
FERC
Federal Energy Regulatory
CBM
coalbed methane
Commission
E&P
exploration and production
GHG
greenhouse gas
FEED
front-end engineering and design
HSE
health, safety and environment
FPS
floating production system
ICC
International Chamber of
FPSO
floating production, storage and
Commerce
offloading
ICSID
World Bank’s
International
JOA
joint operating agreement
Centre for Settlement of
LNG
liquefied natural gas
Investment Disputes
NGLs
natural gas liquids
IRS
Internal Revenue Service
OPEC
Organization of Petroleum
OTC
over-the-counter
Exporting Countries
NYSE
New York Stock Exchange
PSC
production sharing contract
SEC
U.S. Securities and Exchange
PUDs
proved undeveloped reserves
Commission
SAGD
steam-assisted gravity drainage
TSR
total shareholder return
WCS
Western Canada Select
U.K.
United Kingdom
WTI
West Texas
Intermediate
U.S.
United States of America
2
PART
I.
FINANCIAL INFORMATION

Item 1.
FINANCIAL STATEMENTS

Consolidated Income Statement

ConocoPhillips

 

 

 

Millions of Dollars

 

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30

September 30

 

 

 

 

2019

 

2018

 

2019

 

2018

Revenues and Other Income

 

 

 

 

 

 

 

 

Sales and other operating revenues

$

7,756

 

9,449

 

24,859

 

26,751

Equity in earnings of affiliates

 

290

 

294

 

651

 

767

Gain on dispositions

 

1,785

 

113

 

1,884

 

175

Other income

 

262

 

309

 

1,136

 

673

 

 

 

Total Revenues and Other Income

 

10,093

 

10,165

 

28,530

 

28,366

 

Costs and Expenses

 

 

 

 

 

 

 

 

Purchased commodities

 

2,710

 

3,530

 

9,059

 

10,308

Production and operating expenses

 

1,331

 

1,367

 

4,020

 

3,851

Selling, general and administrative expenses

 

87

 

119

 

369

 

336

Exploration expenses

 

360

 

103

 

592

 

267

Depreciation, depletion and amortization

 

1,566

 

1,494

 

4,602

 

4,344

Impairments

 

24

 

44

 

26

 

21

Taxes other than income taxes

 

237

 

312

 

706

 

768

Accretion on discounted liabilities

 

86

 

89

 

259

 

266

Interest and debt expense

 

184

 

186

 

582

 

547

Foreign currency transaction (gains) losses

 

(21)

 

5

 

19

 

7

Other expenses

 

36

 

10

 

58

 

350

 

 

 

Total Costs and Expenses

 

6,600

 

7,259

 

20,292

 

21,065

Income before income taxes

 

3,493

 

2,906

 

8,238

 

7,301

Income tax provision

 

422

 

1,033

 

1,724

 

2,874

Net income

 

3,071

 

1,873

 

6,514

 

4,427

Less: net income attributable to noncontrolling interests

 

(15)

 

(12)

 

(45)

 

(38)

Net Income Attributable to ConocoPhillips

$

3,056

 

1,861

 

6,469

 

4,389

 

 

Net Income Attributable to ConocoPhillips Per Share

 

 

 

 

 

 

 

 

 

of Common Stock (dollars)

 

 

 

 

 

 

 

 

Basic

$

2.76

 

1.60

 

5.75

 

3.74

Diluted

 

2.74

 

1.59

 

5.72

 

3.72

 

Average Common Shares Outstanding (in thousands)

 

 

 

 

 

 

 

 

Basic

 

1,108,555

 

1,163,033

 

1,124,558

 

1,171,673

Diluted

 

1,113,250

 

1,172,694

 

1,131,034

 

1,180,774

See Notes to Consolidated Financial Statements.

2


Table of Contents

Consolidated Income Statement
ConocoPhillips

Consolidated Statement of Comprehensive Income

ConocoPhillips

 

 

 

 

 

 

Millions of Dollars

 

 

 

 

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

 

 

 

September 30

September 30

 

 

 

 

 

 

 

2019

 

2018

 

2019

 

2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income

$

3,071

 

1,873

 

6,514

 

4,427

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

Defined benefit plans

 

 

 

 

 

 

 

 

 

 

 

 

Reclassification adjustment for amortization of prior

 

 

 

 

 

 

 

 

 

 

 

 

 

service credit included in net income

 

(8)

 

(10)

 

(26)

 

(30)

 

 

 

 

Net actuarial gain (loss) arising during the period

 

(149)

 

187

 

(149)

 

145

 

 

 

 

Reclassification adjustment for amortization of net actuarial

 

 

 

 

 

 

 

 

 

 

 

 

 

losses included in net income

 

56

 

33

 

114

 

228

 

 

 

 

Nonsponsored plans

 

(1)

 

-

 

(1)

 

(1)

 

 

 

 

Income taxes on defined benefit plans

 

30

 

(74)

 

20

 

(102)

 

 

 

 

Defined benefit plans, net of tax

 

(72)

 

136

 

(42)

 

240

 

 

Foreign currency translation adjustments

 

247

 

59

 

493

 

(222)

 

 

Income taxes on foreign currency translation adjustments

 

(2)

 

-

 

(2)

 

-

 

 

 

 

Foreign currency translation adjustments, net of tax

 

245

 

59

 

491

 

(222)

Other Comprehensive Income, Net of Tax

 

173

 

195

 

449

 

18

Comprehensive Income

 

3,244

 

2,068

 

6,963

 

4,445

Less: comprehensive income attributable to noncontrolling interests

 

(15)

 

(12)

 

(45)

 

(38)

Comprehensive Income Attributable to ConocoPhillips

$

3,229

 

2,056

 

6,918

 

4,407

See Notes to Consolidated Financial Statements.

3


TableMillions of Contents

Dollars
Three Months Ended
Six Months Ended
June 30
June 30
2020
2019
2020
2019
Revenues and Other Income
Sales and other operating revenues
$
2,749
7,953
8,907
17,103
Equity in earnings of affiliates
77
173
311
361
Gain on dispositions
596
82
554
99
Other income (loss)
594
172
(945)
874
Total Revenues and
Other Income
4,016
8,380
8,827
18,437
Costs and Expenses
Purchased commodities
1,130
2,674
3,791
6,349
Production and operating expenses
1,047
1,418
2,220
2,689
Selling, general and administrative expenses
156
129
153
282
Exploration expenses
97
122
285
232
Depreciation, depletion and amortization
1,158
1,490
2,569
3,036
Impairments
(2)
1
519
2
Taxes other than
income taxes
141
194
391
469
Accretion on discounted liabilities
66
87
133
173
Interest and debt expense
202
165
404
398
Foreign currency transaction (gain) loss
7
28
(83)
40
Other expenses
(7)
14
(13)
22
Total Costs and Expenses
3,995
6,322
10,369
13,692
Income (loss) before income taxes
21
2,058
(1,542)
4,745
Income tax provision (benefit)
(257)
461
(109)
1,302
Net income (loss)
278
1,597
(1,433)
3,443
Less: net income attributable to noncontrolling interests
(18)
(17)
(46)
(30)
Net Income (Loss) Attributable to ConocoPhillips
$
260
1,580
(1,479)
3,413
Net Income (Loss) Attributable to ConocoPhillips Per Share
of Common Stock
(dollars)
Basic
$
0.24
1.40
(1.37)
3.01
Diluted
0.24
1.40
(1.37)
3.00
Average Common
Shares Outstanding
(in thousands)
Basic
1,076,659
1,125,995
1,080,610
1,132,691
Diluted
1,077,606
1,131,242
1,080,610
1,139,511
See Notes to Consolidated Financial Statements.

Consolidated Balance Sheet

ConocoPhillips

 

 

 

Millions of Dollars

 

 

 

 

September 30

 

December 31

 

 

2019

 

2018

Assets

 

 

 

 

Cash and cash equivalents

$

7,193

 

5,915

Short-term investments

 

908

 

248

Accounts and notes receivable (net of allowance of $12 million in 2019

 

 

 

 

 

and $25 million in 2018)

 

3,478

 

3,920

Accounts and notes receivable—related parties

 

138

 

147

Investment in Cenovus Energy

 

1,951

 

1,462

Inventories

 

955

 

1,007

Prepaid expenses and other current assets

 

594

 

575

 

 

 

Total Current Assets

 

15,217

 

13,274

Investments and long-term receivables

 

8,916

 

9,329

Loans and advances—related parties

 

219

 

335

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

 

 

 

 

 

and amortization of $60,014 million in 2019 and $64,899 million in 2018)

 

43,814

 

45,698

Other assets

 

2,174

 

1,344

Total Assets

$

70,340

 

69,980

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

Accounts payable

$

3,148

 

3,863

Accounts payable—related parties

 

23

 

32

Short-term debt

 

121

 

112

Accrued income and other taxes

 

1,077

 

1,320

Employee benefit obligations

 

543

 

809

Other accruals

 

1,030

 

1,259

 

 

 

Total Current Liabilities

 

5,942

 

7,395

Long-term debt

 

14,799

 

14,856

Asset retirement obligations and accrued environmental costs

 

6,087

 

7,688

Deferred income taxes

 

4,693

 

5,021

Employee benefit obligations

 

1,786

 

1,764

Other liabilities and deferred credits

 

1,794

 

1,192

Total Liabilities

 

35,101

 

37,916

 

 

 

 

 

 

 

 

Equity

 

 

 

 

Common stock (2,500,000,000 shares authorized at $ 0.010 par value)

 

 

 

 

 

 

Issued (2019—1,795,243,745 shares; 2018—1,791,637,434 shares)

 

 

 

 

 

 

 

Par value

 

18

 

18

 

 

 

Capital in excess of par

 

46,954

 

46,879

 

 

Treasury stock (at cost: 2019—697,975,078 shares; 2018—653,288,213 shares)

 

(45,656)

 

(42,905)

Accumulated other comprehensive loss

 

(5,654)

 

(6,063)

Retained earnings

 

39,484

 

34,010

 

 

 

Total Common Stockholders’ Equity

 

35,146

 

31,939

Noncontrolling interests

 

93

 

125

Total Equity

 

35,239

 

32,064

Total Liabilities and Equity

$

70,340

 

69,980

See Notes to Consolidated Financial Statements.

4


Table of Contents

3

Consolidated Statement of Cash Flows

ConocoPhillips

 

 

 

Millions of Dollars

 

 

 

Nine Months Ended

 

 

 

September 30

 

 

 

2019

 

2018

Cash Flows From Operating Activities

 

 

 

 

Net income

$

6,514

 

4,427

Adjustments to reconcile net income to net cash provided by operating

 

 

 

 

 

activities

 

 

 

 

 

Depreciation, depletion and amortization

 

4,602

 

4,344

 

Impairments

 

26

 

21

 

Dry hole costs and leasehold impairments

 

361

 

64

 

Accretion on discounted liabilities

 

259

 

266

 

Deferred taxes

 

(304)

 

398

 

Undistributed equity earnings

 

260

 

(11)

 

Gain on dispositions

 

(1,884)

 

(175)

 

Other

 

(820)

 

(223)

 

Working capital adjustments

 

 

 

 

 

 

Decrease (increase) in accounts and notes receivable

 

333

 

(147)

 

 

Increase in inventories

 

(2)

 

(165)

 

 

Increase in prepaid expenses and other current assets

 

(29)

 

(51)

 

 

Decrease in accounts payable

 

(476)

 

(43)

 

 

Increase (decrease) in taxes and other accruals

 

(718)

 

446

Net Cash Provided by Operating Activities

 

8,122

 

9,151

 

 

 

 

 

 

 

Cash Flows From Investing Activities

 

 

 

 

Capital expenditures and investments

 

(5,041)

 

(5,133)

Working capital changes associated with investing activities

 

17

 

(57)

Proceeds from asset dispositions

 

2,920

 

394

Net sales (purchases) of short-term investments

 

(665)

 

996

Collection of advances/loans—related parties

 

127

 

119

Other

 

(146)

 

16

Net Cash Used in Investing Activities

 

(2,788)

 

(3,665)

 

 

 

 

 

 

 

Cash Flows From Financing Activities

 

 

 

 

Repayment of debt

 

(59)

 

(4,970)

Issuance of company common stock

 

(39)

 

121

Repurchase of company common stock

 

(2,751)

 

(2,073)

Dividends paid

 

(1,037)

 

(1,009)

Other

 

(73)

 

(111)

Net Cash Used in Financing Activities

 

(3,959)

 

(8,042)

 

 

 

 

 

 

 

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

 

 

 

 

 

Cash

 

(68)

 

(40)

 

 

 

 

 

 

 

Net Change in Cash, Cash Equivalents and Restricted Cash

 

1,307

 

(2,596)

Cash, cash equivalents and restricted cash at beginning of period

 

6,151

 

6,536

Cash, Cash Equivalents and Restricted Cash at End of Period

$

7,458

 

3,940

Consolidated Statement of Comprehensive Income
ConocoPhillips
Millions of Dollars
Three Months Ended
Six Months Ended
June 30
June 30
2020
2019
2020
2019
Net Income (Loss)
$
278
1,597
(1,433)
3,443
Other comprehensive income (loss)
Defined benefit plans
Reclassification adjustment for amortization of prior
service credit included in net income (loss)
(8)
(10)
(16)
(18)
Net actuarial gain arising during the period
-
-
5
-
Reclassification adjustment for amortization of net actuarial
losses included in net income (loss)
18
32
36
58
Income taxes on defined benefit plans
(3)
(5)
(7)
(10)
Defined benefit plans, net of tax
7
17
18
30
Unrealized holding gain on securities
6
-
3
-
Income taxes on unrealized holding gain on securities
(2)
-
(1)
-
Unrealized holding gain on securities, net of tax
4
-
2
-
Foreign currency translation adjustments
309
71
(490)
246
Income taxes on foreign currency translation adjustments
-
(1)
2
-
Foreign currency translation adjustments, net of tax
309
70
(488)
246
Other Comprehensive Income (Loss), Net
of Tax
320
87
(468)
276
Comprehensive Income (Loss)
598
1,684
(1,901)
3,719
Less: comprehensive income attributable to noncontrolling
interests
(18)
(17)
(46)
(30)
Comprehensive Income (Loss) Attributable to
ConocoPhillips
$
580
1,667
(1,947)
3,689
See Notes to Consolidated Financial Statements.
4
Consolidated Balance Sheet
ConocoPhillips
Millions of Dollars
June 30
December 31
2020
2019
Assets
Cash and cash equivalents
$
2,907
5,088
Short-term investments
3,985
3,028
Accounts and notes receivable (net of allowance of $
3
and $
13
, respectively)
1,399
3,267
Accounts and notes receivable—related parties
133
134
Investment in Cenovus Energy
971
2,111
Inventories
982
1,026
Prepaid expenses and other current assets
676
2,259
Total Current
Assets
11,053
16,913
Investments and long-term receivables
8,334
8,687
Loans and advances—related parties
167
219
Net properties, plants and equipment
(net of accumulated DD&A of $
57,176
and $
55,477
, respectively)
41,120
42,269
Other assets
2,372
2,426
Total Assets
$
63,046
70,514
Liabilities
Accounts payable
$
2,060
3,176
Accounts payable—related parties
20
24
Short-term debt
146
105
Accrued income and other taxes
312
1,030
Employee benefit obligations
422
663
Other accruals
1,145
2,045
Total Current
Liabilities
4,105
7,043
Long-term debt
14,852
14,790
Asset retirement obligations and accrued environmental
costs
5,465
5,352
Deferred income taxes
3,901
4,634
Employee benefit obligations
1,586
1,781
Other liabilities and deferred credits
1,644
1,864
Total Liabilities
31,553
35,464
Equity
Common stock (
2,500,000,000
shares authorized at $
0.01
par value)
Issued (2020—
1,798,563,079
shares; 2019—
1,795,652,203
shares)
Par value
18
18
Capital in excess of par
47,079
46,983
Treasury stock (at cost: 2020—
725,996,869
shares; 2019—
710,783,814
shares)
(47,130)
(46,405)
Accumulated other comprehensive loss
(5,825)
(5,357)
Retained earnings
37,351
39,742
Total Common
Stockholders’ Equity
31,493
34,981
Noncontrolling interests
-
69
Total Equity
31,493
35,050
Total Liabilities and
Equity
$
63,046
70,514
See Notes to Consolidated Financial Statements.
5
Consolidated Statement of Cash Flows
ConocoPhillips
Millions of Dollars
Six Months Ended
June 30
2020
2019
Cash Flows From Operating Activities
Net income (loss)
$
(1,433)
3,443
Adjustments to reconcile net income (loss) to net cash provided
by operating
activities
Depreciation, depletion and amortization
2,569
3,036
Impairments
519
2
Dry hole costs and leasehold impairments
70
68
Accretion on discounted liabilities
133
173
Deferred taxes
(320)
(221)
Undistributed equity earnings
404
362
Gain on dispositions
(554)
(99)
Unrealized (gain) loss on investment in Cenovus Energy
1,140
(373)
Other
(244)
(21)
Working
capital adjustments
Decrease in accounts and notes receivable
1,746
461
Increase in inventories
(27)
(77)
Increase in prepaid expenses and other current assets
(149)
(149)
Decrease in accounts payable
(754)
(326)
Decrease in taxes and other accruals
(838)
(494)
Net Cash Provided by Operating Activities
2,262
5,785
Cash Flows From Investing Activities
Capital expenditures and investments
(2,525)
(3,366)
Working
capital changes associated with investing activities
(251)
24
Proceeds from asset dispositions
1,313
701
Net purchases of investments
(1,030)
(485)
Collection of advances/loans—related parties
66
62
Other
(35)
126
Net Cash Used in Investing Activities
(2,462)
(2,938)
Cash Flows From Financing Activities
Repayment of debt
(214)
(38)
Issuance of company common stock
2
(36)
Repurchase of company common stock
(726)
(2,002)
Dividends paid
(913)
(696)
Other
(28)
(55)
Net Cash Used in Financing Activities
(1,879)
(2,827)
Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted
Cash
(93)
26
Net Change in Cash, Cash Equivalents and Restricted Cash
(2,172)
46
Cash, cash equivalents and restricted cash at beginning
of period
5,362
6,151
Cash, Cash Equivalents and Restricted Cash at End of Period
$
3,190
6,197
Restricted cash of $89 $
88
million and $176 $
195
million are included in the "Prepaid expenses and other current assets" and "Other assets" lines,
respectively, of our Consolidated Balance Sheet as of SeptemberJune 30, 2019.

2020.

Restricted cash totaling $236 of $
90
million isand $
184
million are included in the "Prepaid expenses and other current assets" and "Other assets" linelines,
respectively, of our Consolidated Balance Sheet as of December 31, 2018.

2019.

See Notes to Consolidated Financial Statements.

5


Table of Contents

Notes to Consolidated Financial Statements

ConocoPhillips

6
Notes to Consolidated Financial Statements
ConocoPhillips
Note 1—Basis of Presentation

The interim-period financial information
presented in the financial statements included
in this report is
unaudited and, in the opinion of management,
includes all known accruals and adjustments
necessary for a fair
presentation of the consolidated financial
position of ConocoPhillips and its results
of operations and cash
flows for such periods.
All such adjustments are of a normal and recurring
nature unless otherwise disclosed.
Certain notes and other information have been
condensed or omitted from the interim
financial statements
included in this report.
Therefore, these financial statements should
be read in conjunction with the
consolidated financial statements
and notes included in our 20182019 Annual Report
on Form 10-K.



The unrealized (gain) loss on investment in Cenovus
Energy included on our consolidated statement of cash
flows, previously reflected on the line item
“Other” within net cash provided by operating
activities, has been
reclassified in the comparative period to conform
with the current period’s presentation.
Note 2—Changes in Accounting Principles

We
adopted
the provisions of FASB ASU No. 2016-02, “Leases,2016-13, “Measurement of Credit Losses
on Financial
Instruments, (ASC Topic 326) and its amendments, set forth by the provisions of ASU No. 2018-01, “Land Easement Practical Expedient for Transition to Topic 842,” ASU No. 2018-10, “Codification Improvements to Topic 842, Leases,” ASU No. 2018-11, “Targeted Improvements,” ASU No. 2018-20, “Narrow-Scope Improvements for Lessors,” and ASU No. 2019-01, “Codification Improvements,” collectively FASB ASC Topic 842, “Leases” (ASC Topic 842),
beginning
January 1, 2019.

ASC Topic 842 establishes comprehensive accounting and2020

.
This ASU, as amended, sets
forth the current expected credit loss model,
a new forward-looking impairment model
for certain financial reporting requirements
instruments measured at amortized cost basis
based on expected losses rather than incurred losses.
This ASU,
as amended, which primarily applies to our accounts
receivable, also requires credit losses related
to available-
for-sale debt securities to be recorded through an allowance
for leasing arrangements, supersedes the existing requirements in FASB ASC Topic 840, “Leases” (ASC Topic 840), and requires lesseescredit losses.
The adoption of this ASU did
not have a material impact 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 understatements.

The majority of our receivables are due within
30 days
or less.
We monitor the credit quality of our counterparties through review of collections,
credit ratings, and
other analyses.
We develop our estimated allowance for credit losses primarily using an aging method
and
analyses of historical 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,loss rates as well as enhanced disclosure consideration

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,current and the adoption of ASC Topic 842 did not future conditions that could
impact the presentation of our consolidated income statement or statement of cash flows. See Note 15—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

counterparties’ credit quality 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:

liquidity.

6


Table of Contents

 

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 16—Accumulated Other Comprehensive Loss.



Note 3—Variable Interest Entities

We hold variable interests in VIEs that have not been consolidated because we are not considered the primary beneficiary. Information on our significant VIEs follows:

Australia Pacific LNG Pty Ltd (APLNG)

APLNG is considered a VIE, as it has entered into certain contractual arrangements that provide it with additional forms of subordinated financial support. We are not the primary beneficiary of APLNG because we share with Origin Energy and China Petrochemical Corporation (Sinopec) the power to direct the key activities of APLNG that most significantly impact its economic performance, which involve activities related to the production and commercialization of CBM, as well as LNG processing and export marketing. As a result, we do not consolidate APLNG, and it is accounted for as an equity method investment.

As of September 30, 2019, we have not provided any financial support to APLNG other than amounts previously contractually required. Unless we elect otherwise, we have no requirement to provide liquidity or purchase the assets of APLNG. See Note 6—Investments, Loans and Long-Term Receivables, and Note 11—Guarantees, for additional information.

Marine Well Containment Company, LLC (MWCC)

MWCC provides well containment equipment and technology and related services in the deepwater U.S. Gulf of Mexico. Its principal activities involve the development and maintenance of rapid-response hydrocarbon well containment systems that are deployable in the Gulf of Mexico on a call-out basis. 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 and exercise significant influence through our permanent seat on the ten-member Executive Committee responsible for overseeing the affairs of MWCC. In 2016, MWCC executed a $154 million term loan financing arrangement with an external financial institution whose terms required the financing be secured by letters of credit provided by certain owners of MWCC, including ConocoPhillips. In connection with the financing transaction, we issued a letter of credit of $22 million which can be drawn upon in the event of a default by MWCC on its obligation to repay the proceedsInventories

Inventories consisted of the term loan. MWCC is considered a VIE, as it has entered into arrangements that provide it with additional formsfollowing:
Millions of subordinated financial support. We are not the primary beneficiaryDollars
June 30
December 31
2020
2019
Crude oil and do not consolidate MWCC because we share the power to govern the businessnatural gas
$
452
472
Materials 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 14—Fair Value Measurement.

supplies

7


At September 30, 2019, the carrying value of our equity method investment in MWCC was $27 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.



Note 4—Inventories

 

 

 

 

 

 

 

 

 

Inventories consisted of the following:

 

 

 

 

 

 

 

 

 

 

Millions of Dollars

 

September 30

 

December 31

 

 

2019

 

2018

 

 

 

 

 

Crude oil and natural gas

$

399

 

432

Materials and supplies

 

556

 

575

 

$

955

 

1,007



554

$
982
1,026
Inventories valued on the LIFO basis totaled $230
$
352
million and $292 $
286
million at SeptemberJune 30, 20192020 and December
31, 2018, 2019,
respectively.
Due to a precipitous decline in commodity
prices beginning in March this year, we
recorded a lower of cost or market adjustment
in the first quarter of 2020 of $
228
million to our crude oil and
natural gas inventories. The estimated excess adjustment was included
in the “Purchased commodities” line on our
consolidated
income statement.
Commodity prices have since improved in the
second quarter.
7
Note 4—Asset Acquisitions and Dispositions
Assets Sold
In May 2020, we completed the divestiture
of current replacement cost over LIFO cost of inventories was $115 millionour subsidiaries that held our Australia-West assets and $75 million at September 30, 2019
operations, and December 31, 2018, respectively.



Note 5—Asset Dispositions

Asset Dispositions

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, withbased on an effective date of January

1, 2018. On September 30, 2019, we completed the sale forreceived proceeds of $2.2 billion. In$
765
million with an
additional $
200
million due upon final investment decision
of the nine-month periodproposed Barossa development project.
In
the second quarter of 2019,2020, we recordedrecognized a $1.8 billion before-tax and $2.1 billion after-tax
gain associated withof $
587
million related to this transaction. Together the subsidiaries sold indirectly held our exploration and production assets in the U.K.
At the
time of disposition, the net carrying value of the
subsidiaries sold was approximately $0.4 $
0.2
billion, consistingexcluding
$
0.5
billion of cash.
The net carrying value consisted primarily
of $1.6 $
1.3
billion of PP&E $0.5 and $
0.1
billion of
other current assets offset by $
0.7
billion of cumulative foreign currency translation adjustments, and $0.2 ARO, $
0.3
billion of deferred tax assets, offset by $1.8 liabilities, and $
0.2
billion of ARO and negative $0.1 billion of working capital.
other liabilities.
The before-tax earnings associated with the subsidiaries
sold, excluding the gain on
disposition noted above, were $0.6 billion$
265
million and $0.4 billion$
156
million for the nine-monthsix-month periods of 2018 ended June 30,
2020
and 2019, respectively.
Production associated with the disposed assets
averaged
35
MBOED in the six-month
period of 2020.
Results of operations for the U.K.subsidiaries sold are
reported withinin our Europe
Asia Pacific and North Africa Middle East
segment.

In the second quarter of 2019,March 2020, we recognized an after-tax gain of $52 million upon the closing ofcompleted the sale of our 30 percentNiobrara
interests for approximately $
359
million after
customary adjustments and recognized a before-tax
loss on disposition of $
38
million.
At the time of
disposition, our interest in Niobrara had a net carrying
value of $
397
million, consisting primarily of $
433
million of PP&E and $
34
million of ARO.
The before-tax earnings associated with our
interests in Niobrara,
including the Greater Sunrise Fields toloss on disposition, were a loss of $
24
million and $
5
million for the government of Timor-Leste for $350 million. The Greater Sunrise Fields were included insix-month periods ended
June 30, 2020 and 2019, respectively.
In February 2020, we sold our Asia Pacific and Middle East segment.

In January 2019, we entered into agreements to sell our 12.4 percent ownershipWaddell Ranch interests in the Golden Pass LNG TerminalPermian Basin for $

184
million after customary
adjustments.
NaN
gain or loss was recognized on the sale.
Production from the disposed Niobrara and Golden Pass Pipeline. We also entered into agreements Waddell Ranch interests in our
Lower 48
segment averaged
15
MBOED in 2019.
Planned Acquisition
In July 2020, we signed a definitive agreement
to amend our contractualacquire additional Montney acreage for cash consideration
of
approximately $
375
million before customary adjustments, plus the
assumption of approximately $
30
million
in financing obligations for retaining useassociated partially
owned infrastructure.
This acquisition consists primarily of
undeveloped properties and includes
140,000
net acres in the liquids-rich Inga Fireweed
asset Montney zone,
which is directly adjacent to our existing Montney
position.
Upon completion of this transaction, we will
have
a Montney acreage position of
295,000
net acres with a
100
percent working interest.
The transaction is
subject to regulatory approval, is expected to close
in the third quarter of 2020 and will be reported
in our
Canada segment.
Note 5—Investments, Loans and Long-Term Receivables
APLNG
APLNG executed project financing agreements
for an $
8.5
billion project finance facility in 2012. The $
8.5
billion project finance facility was initially composed
of financing agreements executed by APLNG
with the
Export-Import Bank of the facilities. AsUnited States for approximately
$
2.9
billion, the Export-Import Bank of China for
approximately $
2.7
billion, and a resultsyndicate of entering into these agreements, we recordedAustralian and international
commercial banks for
approximately $
2.9
billion.
All amounts were drawn from the facility.
APLNG made its first principal and
interest repayment in March 2017 and is scheduled
to make
bi-annual
payments until
March 2029
.
APLNG made a before-tax impairmentvoluntary repayment of $60 million $
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
.
8
During the first quarter of 2019, whichAPLNG 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 June 30, 2020, a balance of $
6.5
billion was outstanding on the facilities.
See Note 11—Guarantees, for
additional information.
At June 30, 2020, the carrying value of our equity
method investment in APLNG was $
6,889
million.
The
balance is included in the “Equity in earnings of affiliates”“Investments and long-term
receivables” line on our consolidated income statement. We completedbalance
sheet.
Loans and Long-Term Receivables
As part of our normal ongoing business operations,
and consistent with industry practice,
we enter into
numerous agreements with other parties to pursue
business opportunities.
Included in such activity are loans
made to certain affiliated and non-affiliated companies.
At June 30, 2020, significant loans to affiliated
companies included $
272
million in project financing to Qatar Liquefied
Gas Company Limited (3).
On our consolidated balance sheet, the salelong-term
portion of these loans is included in the second quarter of 2019. Results of operations for these assets are reported“Loans
and
advances—related parties” line, while the short-term
portion is in our Lower 48 segment. See the “Accounts and notes receivable—related
parties” line.
Note 14—Fair Value Measurement for additional information.

In the second quarter of6—Investment in Cenovus Energy

On May 17, 2017, we completed the sale of our
50
percent nonoperated interest in the Foster Creek Christina Lake (FCCL)FCCL Partnership,
as
well as the majority of our western Canada gas assets,
to Cenovus Energy.

8


Consideration for the transaction included a five-year uncapped contingent payment. The contingent payment, calculated 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 recorded as “Gain on dispositions” on our consolidated income statement and reflected in our Canada segment. We recorded gains on dispositions for these contingent payments of $95 million and $104 million in the nine-month periods of 2018 and 2019, respectively.

Planned Disposition

In October 2019, we announced 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. At September 30, 2019, the net carrying value was approximately $0.6 billion, consisting primarily of $1.2 billion of PP&E and $0.2 billion of cash and working capital, offset by $0.6 billion of ARO and $0.2 billion of deferred tax liabilities. This transaction met held for sale criteria in October 2019 and 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.



Note 6—Investments, Loans and Long-Term Receivables

APLNG

APLNG executed project financing agreements for an $8.5 billion project finance facility in 2012. The $8.5 billion project finance facility was initially composed of financing agreements executed by APLNG with the Export-Import Bank of the United States for approximately $2.9 billion, the Export-Import Bank of China for approximately $2.7 billion, and a syndicate of Australian and international commercial banks for approximately $2.9 billion. All amounts 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 September 30, 2019, a balance of $6.7 billion was outstanding on the facilities. See Note 11—Guarantees, for additional information.

APLNG is considered a VIE, as it has entered into certain contractual arrangements that provide it with additional forms of subordinated financial support. See Note 3—Variable Interest Entities, for additional information.

At September 30, 2019, the carrying value of our equity method investment in APLNG was $7,410 million. The balance is included in the “Investments and long-term receivables” line on our consolidated balance sheet.

9


Loans and Long-Term Receivables

As part of our normal ongoing business operations, and consistent with industry practice, we enter into numerous agreements with other parties to pursue business opportunities. Included in such activity are loans made to certain affiliated and non-affiliated companies. At September 30, 2019, significant loans to affiliated companies included $335 million in project financing to Qatar Liquefied Gas Company Limited (3) (QG3).

On our consolidated balance sheet, the long-term portion of these loans is included in the “Loans and advances—related parties” line, while the short-term portion is in the “Accounts and notes receivable—related parties” line.



Note 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.
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 $
9.41
per share on the NYSE on
the closing date.
At June 30, 2020, the investment included on
our consolidated balance sheet was $
971
million and is carried at
fair value.
The fair value of the
208
million Cenovus Energy common shares reflects
the closing price of
$
4.67
per share on the NYSE on the closing date.

Our investment on our consolidated balance sheet as of September 30, 2019, is carried at fair value of $1.95 billion, reflecting the closing price of Cenovus Energy shares on the NYSE of $9.38 per share on the last trading

day of the quarter, an increasea decrease of $116 million$
1.14
billion from $1.84 billion at the endits fair
value of the second quarter of 2019 and an increase of $489 million from $1.46 $
2.11
billion at year-end 2018. The increase in fair value represents2019.
For the netthree- and six-month periods ended June
30, 2020, we
recorded an unrealized gain of $
551
million and an unrealized loss of $
1.14
billion, respectively.
For the
three- and six-month periods ended June 30, 2019,
we recorded an unrealized gain of $
30
million and $
373
million, respectively.
The unrealized gains and losses are recorded within
the “Other income”income (loss)” line of
our consolidated income statement in the first nine months of 2019 relatingand are related to
the shares held at the reporting date.
See Note 14—Fair
Value
Measurement, for additional information.
Subject to market conditions, we intend to decrease
our
investment over time through market transactions,
private agreements or otherwise.



Note 8—7—Suspended Wells and Exploration Expenses

The capitalized cost of suspended wells at SeptemberJune 30, 2019,
2020, was $973 $
701
million, an increasea decrease of $117 $
319
million from $856
year-end 2019 primarily related to our Australia-West divestiture.
See Note 4—Asset Acquisitions and
Dispositions,
for additional information.
Of the well costs capitalized for more than one
year as of December
9
31, 2019, $
19
million at year-end 2018. No suspended wells werewas charged to dry hole expense during
the first ninesix months of 2020 for
one
suspended
well in the Kamunsu East Field offshore Malaysia.
Note 8—Impairments
During the three-
and six-month periods ended June 30, 2020
and 2019, relatingwe recognized before-tax impairment
charges within the following segments:
Millions of Dollars
Three Months Ended
Six Months Ended
June 30
June 30
2020
2019
2020
2019
Lower 48
2
-
513
-
Europe and North Africa
(4)
1
6
2
$
(2)
1
519
2
We perform impairment reviews when triggering events arise that may impact the
fair value of our assets or
investments.
We observed volatility in commodity prices during the first six-months of 2020.
A decline in commodity
prices beginning in March prompted us to exploratory well costs capitalizedevaluate
the recoverability of the carrying value of our assets
and
whether an other than temporary impairment
occurred for investments in our portfolio.
For certain non-core
natural gas assets in the Lower 48, a period greater than one year as of December 31, 2018.

Insignificant decrease

in the thirdoutlook for current and long-term natural
gas
prices resulted in a decline in the estimated fair
values to amounts below carrying value.
Accordingly, in the
first quarter of 2019,2020, we recorded before-tax dry hole expensesimpairments of $98
$
511
million related to these non-core natural gas assets,
primarily for the Wind River Basin operations area consisting of
developed properties in the Madden Field and
the Lost Cabin Gas Plant, which were written down
to fair value.
See Note 14—Fair Value Measurement, for
additional information.
A sustained decline in the current and long-term
outlook on commodity prices could trigger
additional
impairment reviews and possibly result in
future impairment charges.
We recorded a before-tax impairment in the first quarter of $141 2020 of $
31
million forin our Asia Pacific and Middle
East segment related to the associated carrying value
of capitalized undeveloped leasehold costs due tofor
the
Kamunsu East Field in Malaysia that is no longer
in our decision to discontinue exploration activities in the Central Louisiana Austin Chalk trend. These charges aredevelopment plans.
This charge is included in our Lower 48 segment and in the “Exploration
“Exploration expenses” line on our consolidated income statement.



statement and is not reflected in the table above.
Note 9—Debt

Our debt balance as of June 30, 2020 was $
14,998
million compared with $
14,895
million at December 31,
2019.
Our revolving credit facility provides a total commitment
of $6.0 $
6.0
billion and expires in
May 2023
.
Our
revolving credit facility may be used for direct
bank borrowings, the issuance of letters of credit
totaling up to
$
500
million, or as support for our commercial paper
program.
Our commercial paper program consists of
the
ConocoPhillips Company $6.0 $
6.0
billion program, primarily a funding source for
short-term working capital
needs.
Commercial paper maturities are generally limited
to
90 days.

days

.
We had no commercial paper outstanding at SeptemberJune 30, 20192020 or December 31, 2018. 2019.
We had
no direct
outstanding borrowings or letters of credit
under the revolving credit facility at SeptemberJune 30, 20192020 or

10


December 31, 2018.

10
2019.
Since we had
no
commercial paper outstanding and had issued
no
letters of credit, we had access to $6.0 $
6.0
billion in borrowing capacity under our revolving
credit facility at SeptemberJune 30, 2019.

2020.

In March 2020, S&P affirmed its “A” rating on our senior long-term debt and revised its outlook to “negative”
from “stable”.
In April 2020, Moody’s affirmed their rating of “A3” with a “stable” outlook.
Our current
rating from Fitch is “A” with a “stable” outlook.
At SeptemberJune 30, 2019,2020, we had $283 $
283
million of certain variable rate demand bonds (VRDBs)
outstanding with
maturities ranging through 2035.
The VRDBs are redeemable at the option of the bondholders
on any business
day.
If they are ever redeemed, we intendhave the ability
and intent to refinance on a long-term basis,
therefore, the
VRDBs are included in the “Long-term debt” line
on our consolidated balance sheet.



11


Table

Note 10—Changes in Equity

 

 

 

 

 

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

For the three months ended September 30, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances at June 30, 2019

$

18

 

46,922

 

(44,906)

 

(5,827)

 

36,769

 

98

 

33,074

Net income

 

 

 

 

 

 

 

 

 

3,056

 

15

 

3,071

Other comprehensive income

 

 

 

 

 

 

 

173

 

 

 

 

 

173

Dividends paid ($ 0.31 ) per common share

 

 

 

 

 

 

 

 

 

(341)

 

 

 

(341)

Repurchase of company common stock

 

 

 

 

 

(749)

 

 

 

 

 

 

 

(749)

Distributions to noncontrolling interests and other

 

 

 

 

 

 

 

 

 

 

 

(20)

 

(20)

Distributed under benefit plans

 

 

 

32

 

 

 

 

 

 

 

 

 

32

Other

 

 

 

 

 

(1)

 

 

 

 

 

 

 

(1)

Balances at September 30, 2019

$

18

 

46,954

 

(45,656)

 

(5,654)

 

39,484

 

93

 

35,239

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the nine months ended September 30, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances at December 31, 2018

$

18

 

46,879

 

(42,905)

 

(6,063)

 

34,010

 

125

 

32,064

Net income

 

 

 

 

 

 

 

 

 

6,469

 

45

 

6,514

Other comprehensive income

 

 

 

 

 

 

 

449

 

 

 

 

 

449

Dividends paid ($ 0.92 ) per common share

 

 

 

 

 

 

 

 

 

(1,037)

 

 

 

(1,037)

Repurchase of company common stock

 

 

 

 

 

(2,751)

 

 

 

 

 

 

 

(2,751)

Distributions to noncontrolling interests and other

 

 

 

 

 

 

 

 

 

 

 

(80)

 

(80)

Distributed under benefit plans

 

 

 

75

 

 

 

 

 

 

 

 

 

75

Changes in Accounting Principles*

 

 

 

 

 

 

 

(40)

 

40

 

 

 

-

Other

 

 

 

 

 

 

 

 

 

2

 

3

 

5

Balances at September 30, 2019

$

18

 

46,954

 

(45,656)

 

(5,654)

 

39,484

 

93

 

35,239

*See Note 2Changes in Accounting Principles for additional information.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

For the three months ended September 30, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances at June 30, 2018

$

18

 

46,746

 

(41,052)

 

(5,637)

 

30,967

 

180

 

31,222

Net income

 

 

 

 

 

 

 

 

 

1,861

 

12

 

1,873

Other comprehensive income

 

 

 

 

 

 

 

195

 

 

 

 

 

195

Dividends paid ($ 0.29 ) per common share

 

 

 

 

 

 

 

 

 

(334)

 

 

 

(334)

Repurchase of company common stock

 

 

 

 

 

(927)

 

 

 

 

 

 

 

(927)

Distributions to noncontrolling interests and other

 

 

 

 

 

 

 

 

 

 

 

(63)

 

(63)

Distributed under benefit plans

 

 

 

112

 

 

 

 

 

 

 

.

 

112

Other

 

 

 

 

 

 

 

 

 

1

 

 

 

1

Balances at September 30, 2018

$

18

 

46,858

 

(41,979)

 

(5,442)

 

32,495

 

129

 

32,079

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the nine months ended September 30, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances at December 31, 2017

$

18

 

46,622

 

(39,906)

 

(5,518)

 

29,391

 

194

 

30,801

Net income

 

 

 

 

 

 

 

 

 

4,389

 

38

 

4,427

Other comprehensive income

 

 

 

 

 

 

 

18

 

 

 

 

 

18

Dividends paid ($ 0.86 ) per common share

 

 

 

 

 

 

 

 

 

(1,009)

 

 

 

(1,009)

Repurchase of company common stock

 

 

 

 

 

(2,073)

 

 

 

 

 

 

 

(2,073)

Distributions to noncontrolling interests and other

 

 

 

 

 

 

 

 

 

 

 

(105)

 

(105)

Distributed under benefit plans

 

 

 

236

 

 

 

 

 

 

 

 

 

236

Changes in Accounting Principles*

 

 

 

 

 

 

 

58

 

(278)

 

 

 

(220)

Other

 

 

 

 

 

 

 

 

 

2

 

2

 

4

Balances at September 30, 2018

$

18

 

46,858

 

(41,979)

 

(5,442)

 

32,495

 

129

 

32,079

*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.

 

Attributable to ConocoPhillips

12

Common Stock

Repurchase of Contents

company common stock

(726)

(726)
Distributions to noncontrolling interests and other
(32)
(32)
Disposition
(84)
(84)
Distributed under benefit plans
96
96
Other
1
1
1
3
Balances at June 30, 2020
$
18
47,079
(47,130)
(5,825)
37,351
-
31,493
Millions of Dollars
Attributable to ConocoPhillips
Common Stock
Par
Value
Capital in
Excess of
Par
Treasury
Stock
Accum. Other
Comprehensive
Loss
Retained
Earnings
Non-
Controlling
Interests
Total
For the three months ended June 30, 2019
Balances at March 31, 2019
$
18
46,877
(43,656)
(5,914)
35,534
122
32,981
Net income
1,580
17
1,597
Other comprehensive income
87
87
Dividends paid ($
0.31
per common share)
(346)
(346)
Repurchase of company common stock
(1,250)
(1,250)
Distributions to noncontrolling interests and other
(43)
(43)
Distributed under benefit plans
45
45
Other
1
2
3
Balances at June 30, 2019
$
18
46,922
(44,906)
(5,827)
36,769
98
33,074
For the six months ended June 30, 2019
Balances at December 31, 2018
$
18
46,879
(42,905)
(6,063)
34,010
125
32,064
Net income
3,413
30
3,443
Other comprehensive income
276
276
Dividends paid ($
0.61
per common share)
(696)
(696)
Repurchase of company common stock
(2,002)
(2,002)
Distributions to noncontrolling interests and other
(60)
(60)
Distributed under benefit plans
43
43
Changes in Accounting Principles*
(40)
40
-
Other
1
2
3
6
Balances at June 30, 2019
$
18
46,922
(44,906)
(5,827)
36,769
98
33,074
*Cumulative effect of the adoption of ASU No. 2018-02,
"Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income."
12
Note 11—Guarantees

At SeptemberJune 30, 2019,2020, we were liable for certain
contingent obligations under various contractual
arrangements as
described below.
We recognize a liability, at inception, for the fair value of our obligation as a guarantor for
newly issued or modified guarantees.
Unless the carrying amount of the liability is
noted below, we have not
recognized a liability because the fair value of the obligation
is immaterial.
In addition, unless otherwise
stated, we are not currently performing with any
significance under the guarantee and expect
future
performance to be either immaterial or have only
a remote chance of occurrence.

APLNG Guarantees

At SeptemberJune 30, 2019,2020, we had outstanding multiple
guarantees in connection with our
37.5
percent ownership
interest in APLNG.
The following is a description of the guarantees
with values calculated utilizing September 2019 June 2020
exchange rates:

During the third quarter of 2016, we issued a guarantee
to facilitate the withdrawal of our pro-rata
portion of the funds in a project finance reserve account.
We estimate the remaining term of this
guarantee is
11 years. years
.
Our maximum exposure under this guarantee is
approximately $170 $
170
million
and may become payable if an enforcement action
is commenced by the project finance lenders
against APLNG.
At SeptemberJune 30, 2019,2020, the carrying value of this
guarantee was approximately $14 $
14
million. For additional information, see Note 6—Investments, Loans and Long-Term Receivables.

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
1 to 23 years. 22 years
.
Our maximum potential liability for future
payments, or cost of volume delivery, under these guarantees is estimated
to be $720 $
700
million ($
($
1.3
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
17 to 26
25 years or the life of the venture. venture
.
Our maximum potential amount of future payments
related to these
guarantees is approximately $130 $
120
million and would become payable if APLNG
does not perform.

At
June 30, 2020, the carrying value of these guarantees
was approximately $
7
million.
Other Guarantees

We have other guarantees with maximum future potential payment amounts totaling
approximately $800
$
780
million, which consist primarily of
guarantees of the residual value of leased office buildings,
guarantees
of the residual value of corporate aircraft, aircrafts,
and a guarantee for our portion of a joint venture’s project finance
reserve accounts.
These guarantees have remaining terms
of up
1 to three5 years
and would become payable if upon sale, certain
asset values are lower than guaranteed amounts at
the end of the lease or contract term, business conditions
decline at guaranteed entities, or as a result of nonperformance
of contractual terms by guaranteed parties.

In conjunction with

At June 30, 2020, the dispositioncarrying value of our two U.K. subsidiaries to Chrysaor E&P Limited, we will temporarily continue to support various these
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 iswas approximately $148 $
11
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

13


for taxes and environmental liabilities, employee claims and litigation. The terms of these indemnifications vary greatly. liabilities.

The majority of these indemnifications are related
to tax issues and the
majority of these expire in 2021.
Those related to environmental issues the term ishave terms
that are generally indefinite
and the maximum amountamounts of future payments is are
generally unlimited.
The carrying amount recorded for
these indemnificationsindemnification obligations at SeptemberJune 30, 2019, 2020,
was approximately $90 $
70
million.
We amortize the
13
indemnification liability over the relevant time
period the indemnity is in effect, if one exists, based
on the
facts and circumstances surrounding each type
of indemnity.
In cases where the indemnification term
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 SeptemberJune 30, 2019,2020, were approximately $30 $
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 12—Contingencies
and Commitments.



Note 12—Contingencies and Commitments

A number of lawsuits involving a variety of claims
arising in the ordinary course of business
have been filed
against ConocoPhillips.
We also may be required to remove or mitigate the effects on the environment of the
placement, storage, disposal or release of certain
chemical, mineral and petroleum substances
at various active
and inactive sites.
We regularly assess the need for accounting recognition or disclosure of these
contingencies.
In the case of all known contingencies (other
than those related to income taxes), we accrue
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 minimumlow
end of the range is accrued.
We do not reduce these liabilities for potential insurance or third-party recoveries. If applicable, we
We accrue receivables for probable insurance or other third-party recoveries. recoveries when applicable.
With respect to income
tax-related contingencies, we use a cumulative probability-weighted
loss accrual in cases where sustaining a
tax position is less than certain.

Based on currently available information, we believe
it is remote that future costs related to known
contingent
liability exposures will exceed current accruals by
an amount that would have a material
adverse impact on our
consolidated financial statements.
As we learn new facts concerning contingencies,
we reassess our position
both with respect to accrued liabilities
and other potential exposures.
Estimates particularly sensitive to future
changes include contingent liabilities
recorded for environmental remediation, tax and legal
matters.
Estimated future environmental remediation
costs are subject to change due to such factors
as the uncertain
magnitude of cleanup costs, the unknown time
and extent of such remedial actions that
may be required, and
the determination of our liability in proportion
to that of other responsible parties.
Estimated future costs
related to tax and legal matters are subject to
change as events evolve and as additional
information becomes
available during the administrative and litigation
processes.

Environmental

We are subject to international, federal, state and local environmental laws and regulations.
When we prepare
our consolidated financial statements, we record
accruals for environmental liabilities
based on management’s
best estimates, using all information that is
available at the time.
We measure estimates and base liabilities on
currently available facts, existing technology, and presently enacted laws and
regulations, taking into account
stakeholder and business considerations.
When measuring environmental liabilities,
we also consider our prior
experience in remediation of contaminated sites,
other companies’ cleanup experience, and data released
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

14


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.
14
Where it appears that other potentially responsible
parties may be financially unable to bear their
proportional
share, we consider this inability in estimating
our potential liability, and we adjust our accruals accordingly.
As a result of various acquisitions in the past,
we assumed certain environmental obligations.
Some of these
environmental obligations are mitigated by indemnifications
made by others for our benefit, and some of the
indemnifications are subject to dollar limits
and time limits.

We are currently participating in environmental assessments and cleanups at numerous
federal Superfund and
comparable state and international sites.
After an assessment of environmental exposures
for cleanup and
other costs, we make accruals on an undiscounted
basis (except those acquired in a purchase
business
combination, which we record on a discounted basis)
for planned investigation and remediation activities
for
sites where it is probable future costs will be incurred
and these costs can be reasonably estimated.
We have
not reduced these accruals for possible insurance recoveries.

At SeptemberJune 30, 2020 and December 31, 2019, our consolidated balance
sheet included a total environmental accrual
of $163
$
171
million compared with $178 million at December 31, 2018, for remediation activities
in the United StatesU.S. and Canada.
We expect to incur a substantial amount of
these expenditures within the next
30 years. years
.
In the future, we may be involved in additional
environmental
assessments, cleanups and proceedings.

Legal Proceedings

We are subject to various lawsuits and claims including but not limited to matters
involving oil and gas royalty
and severance tax payments, gas measurement and
valuation methods, contract disputes, environmental
damages, climate change, personal injury, and property damage.
Our primary exposures for such matters
relate to alleged royalty and tax underpayments
on certain federal, state and privately owned
properties and
claims of alleged environmental contamination
from historic operations.
We will continue to defend ourselves
vigorously in these matters.

Our legal organization applies its knowledge, experience
and professional judgment to the specific
characteristics of our cases, employing a litigation
management process to manage and monitor the
legal
proceedings against us.
Our process facilitates the early evaluation and quantification
of potential exposures in
individual cases.
This process also enables us to track those cases that
have been scheduled for trial and/or
mediation.
Based on professional judgment and experience
in using these litigation management tools and
available information about current developments
in all our cases, our legal organization regularly assesses
the
adequacy of current accruals and determines if
adjustment of existing accruals, or establishment
of new
accruals, is required.

Other Contingencies

We have contingent liabilities resulting from throughput agreements with pipeline and
processing companies
not associated with financing arrangements.
Under these agreements, we may be required
to provide any such
company with additional funds through advances
and penalties for fees related to throughput capacity
not
utilized.
In addition, at SeptemberJune 30, 2019,2020, we had performance
obligations secured by letters of credit of $221
$
196
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

15


government of Venezuela to pay ConocoPhillips approximately $8.7 $

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 $
227
million.
The award now stands
15
at $8.5 $
8.5
billion plus interest.
The government of Venezuela has announced that it intends to seeksought annulment of the award, which
automatically stayed enforcement of the award.

Annulment proceedings are underway.
In 2014, ConocoPhillips filed a separate and independent
arbitration under the rules of the ICC against
PDVSA under the contracts that had established the
Petrozuata and Hamaca projects.
The ICC Tribunal issued
an award in April 2018, finding that PDVSA owed ConocoPhillips
approximately $2 $
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
$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 $
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. The company is taking steps
ConocoPhillips sent
notices of default to secure payment of an outstanding amount of approximately $12 million from the initial payment obligation. 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 settlement and any actions taken in enforcement
thereof meet all appropriate U.S. regulatory
requirements,
including those related to any applicable sanctions
imposed by the U.S. against Venezuela.

In 2016, ConocoPhillips filed a separate and independent
arbitration under the rules of the ICC against
PDVSA under the contracts that had established the
Corocoro project.
On August 2, 2019, the ICC Tribunal
awarded ConocoPhillips approximately $55 $
55
million under the Corocoro contracts.

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 7is seeking
recognition and 21, in breachenforcement 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 various
jurisdictions.
ConocoPhillips has ensured that all the
actions related to the Perenco arbitration, ordering Perencoaward meet all appropriate
U.S. regulatory requirements, including those related
to any
applicable sanctions imposed by the U.S. against
Venezuela.
The Office of Natural Resources Revenue (ONRR) has conducted
audits of ConocoPhillips’ payment of
royalties on federal lands and has issued multiple
orders to pay an additional $54 millionroyalties to Ecuador for its environmental counterclaim. Burlingtonthe federal
government.
ConocoPhillips has appealed these orders and Perenco will reconcile their shares ofstrongly
objects to 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., now Woodside Senegal B.V., in connection ONRR claims.

The appeals are pending
with the saleInterior Board of Land Appeals, except
for one order that is the subject of a lawsuit
ConocoPhillips Senegal B.V. to Woodside Energy Holdings (Senegal) Limited
filed in 2016. This arbitration is ongoing.

In late2016 in New Mexico federal court after

its appeal was denied by the Interior Board
of Land Appeals.
Beginning in 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. While the arbitration remains pending, the parties reached an agreement in principle in October 2019 to amicably resolve this dispute.

In 2017 and 2018, cities, counties, and a state government governments

in California, New York, Washington,
Rhode
Island, Maryland and Maryland,Hawaii, as well as the Pacific
Coast Federation of Fishermen’s Association, Inc., have
filed lawsuits against oil and gas companies,
including ConocoPhillips, seeking compensatory
damages and
equitable relief to abate alleged climate change impacts.
ConocoPhillips is vigorously defending against
these
lawsuits.
The lawsuits brought by the Cities of San Francisco,
Oakland and New York have beenwere dismissed by
federal district courts.
The New York dismissal remains on appeal.
The Ninth Circuit ruled that the district

San

16

Francisco and Oakland cases (and other California

cases) should proceed in state court, with thatdecision

courts and appeals are pending. subject to appeal.

Lawsuits filed by otherthe cities and counties in California,
Washington, and WashingtonHawaii 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. Rulings in lawsuitsCircuit
appeals.
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.

appeal.

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
The lawsuits
are stayed pending an appeal towith 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.



In 2016, ConocoPhillips, through its subsidiary, The Louisiana Land and Exploration
Company LLC,
submitted claims as the largest private wetlands owner in Louisiana
within the settlement claims
administration process related to the oil spill
in the Gulf of Mexico in April 2010.
In July 2020, the claims
administrator issued an award to the company which,
after fees and expenses, totaled approximately
$
90
million.
16
Note 13—Derivative and Financial Instruments

Derivative Instruments

We use futures, forwards, swaps and options
in various markets to meet our customer needs,
capture market
opportunities and capture market opportunities. manage foreign exchange currency
risk.
Commodity Derivative Instruments
Our commodity business primarily consists
of natural gas, crude oil, bitumen, LNG and NGLs.

Our

Commodity 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 useelect 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

 

September 30

 

December 31

 

2019

 

2018

Assets

 

 

 

 

Prepaid expenses and other current assets

$

224

 

410

Other assets

 

39

 

40

Liabilities

 

 

 

 

Other accruals

 

236

 

370

Other liabilities and deferred credits

 

31

 

30



17


The following table presents the gross fair values
of Contents

our commodity derivatives, excluding
collateral, and the

The gains (losses) from commodity derivatives incurred, and the line items where they appear on our consolidated income statement were:

 

 

 

 

 

 

 

 

 

 

 

 

Millions of Dollars

 

 

Three Months Ended

 

Nine Months Ended

September 30

September 30

 

 

2019

 

2018

 

2019

 

2018

 

 

 

 

 

 

 

 

 

 

Sales and other operating revenues

 

$

4

 

(29)

 

68

 

(6)

Other income

 

 

3

 

3

 

4

 

12

Purchased commodities

 

 

(9)

 

18

 

(60)

 

15



The table below summarizes our material net exposures resulting from outstanding commodity derivative contracts:

 

 

 

 

 

 

Open Position

Long/(Short)

 

September 30

 

December 31

 

2019

 

2018

Commodity

 

 

 

 

Natural gas and power (billions of cubic feet equivalent)

 

 

 

 

Fixed price

 

(17)

 

(17)

Basis

 

(28)

 

(1)



line items where they appear on our consolidated

balance sheet:
Millions of Dollars
June 30
December 31
2020
2019
Assets
Prepaid expenses and other current assets
$
316
288
Other assets
35
34
Liabilities
Other accruals
310
283
Other liabilities and deferred credits
25
28
The gains (losses) from commodity derivatives
incurred, and the line items where they appear on
our
consolidated income statement were:
Millions of Dollars
Three Months Ended
Six Months Ended
June 30
June 30
2020
2019
2020
2019
Sales and other operating revenues
$
(50)
45
(3)
64
Other income (loss)
3
2
5
1
Purchased commodities
24
(31)
(2)
(51)
17
The table below summarizes our material net exposures
resulting from outstanding commodity
derivative
contracts:
Open Position
Long/(Short)
June 30
December 31
2020
2019
Commodity
Natural gas and power (billions of cubic feet equivalent)
Fixed price
(20)
(5)
Basis
(27)
(23)
Foreign Currency Exchange Derivatives

We have foreign currency exchange rate risk resulting from international operations.
Our foreign currency
exchange derivative activity primarily
relates to managing our cash-related foreign currency
exchange rate
exposures, such as firm commitments for
capital programs or local currency tax payments,
dividends and cash
returns from net investments in foreign affiliates, and investments
in equity securities.
Our foreign currency exchange derivative instruments
are held at fair value on our consolidated
balance sheet.
Related cash flows are recorded as operating
activities on our consolidated statement of cash flows.
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

 

September 30

 

December 31

 

2019

 

2018

Assets

 

 

 

 

Prepaid expenses and other current assets

$

1

 

7

Liabilities

 

 

 

 

Other accruals

 

4

 

6

Other liabilities and deferred credits

 

5

 

-



18


The following table presents the gross fair values
of Contents

our foreign currency exchange derivatives,
excluding

The (gains) losses from foreign currency exchange derivatives incurred, and the line item where they appear on our consolidated income statement were:

 

 

 

 

 

 

 

 

 

 

 

 

Millions of Dollars

 

 

Three Months Ended

 

Nine Months Ended

September 30

September 30

 

 

2019

 

2018

 

2019

 

2018

 

 

 

 

 

 

 

 

 

 

Foreign currency transaction (gains) losses

 

$

(24)

 

(2)

 

(3)

 

(5)



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

 

 

 

 

 

 

In Millions

Notional Currency

 

 

September 30

 

December 31

 

2019

 

2018

Foreign Currency Exchange Derivatives

 

 

 

 

Buy U.S. dollar, sell Norwegian krone

USD

18

 

-

Sell British pound, buy Euro

GBP

1

 

-

Sell U.S. dollar, buy British pound

USD

-

 

805

Sell British pound, buy other currencies*

GBP

-

 

21

Sell Canadian dollar, buy U.S. dollar

CAD

1,347

 

1,242

*Primarily euro and Norwegian krone.

 

 

 

 



collateral, and the line items where they appear

on our consolidated balance sheet:
Millions of Dollars
June 30
December 31
2020
2019
Assets
Prepaid expenses and other current assets
$
23
1
Liabilities
Other accruals
1
20
Other liabilities and deferred credits
-
8
The (gains) losses from foreign currency exchange
derivatives incurred, and the line item where
they appear
on our consolidated income statement were:
Millions of Dollars
Three Months Ended
Six Months Ended
June 30
June 30
2020
2019
2020
2019
Foreign currency transaction (gain) loss
$
12
23
(62)
21
18
We had the following net notional position of outstanding foreign currency exchange
derivatives:
In Millions
Notional Currency
June 30
December 2017, we entered into foreign exchange zero cost collars buying the right to 31
2020
2019
Foreign Currency Exchange Derivatives
Buy GBP,
sell $1.25 billionEUR
GBP
7
4
Sell CAD, at $0.707 CAD and selling the right to buy $1.25 billion USD
CAD at $0.842 CAD against the U.S. dollar. The collar expired during
427
1,337
In the second quarter of 2019, and we entered into new foreign currency exchange forward contracts to sell $1.35CAD 1.35 billion at
CAD at $0.748 CAD0.748 against the U.S. dollar.

USD. In the first quarter of 2020, we entered into forward currency exchange contracts

to buy CAD 0.9 billion at CAD 0.718 against the USD
.
Financial Instruments

We invest excess cash in financial instruments with maturities based on our cash forecasts for
the various accounts and
currency pools we manage. The maturities of these investments may from time to time extend beyond 90 days.
The types of financial instruments in which we
currently invest include:

Time deposits: Interest bearing deposits placed with approvedfinancial
institutions for a predetermined amount
of time.
Demand deposits: Interest bearing deposits placed
with financial institutions.

Deposited funds can be
withdrawn without notice.
Commercial paper: Unsecured promissory notes issued
by a corporation, commercial bank or
government agency purchased at a discount to mature
at par.

Government

U.S. government or government agency obligations: Short-term securities
Securities issued by the U.S. government
or U.S.
government agencies.

19


These financial instruments appear in the “Cash and cash equivalents” line

Corporate bonds: Unsecured debt securities
issued by corporations.
Asset-backed securities: Collateralized debt securities.
��
19
The following investments are carried on our
consolidated balance sheet ifat cost, plus accrued
interest:
Millions of Dollars
Carrying Amount
Cash and Cash
Equivalents
Short-Term
Investments
Investments and Long-
Term Receivables
June 30
December 31
June 30
December 31
June 30
December 31
2020
2019
2020
2019
2020
2019
Cash
$
575
759
Demand Deposits
917
1,483
-
-
-
-
Time Deposits
Remaining maturities from 1 to 90 days
1,396
2,030
2,339
1,395
-
-
Remaining maturities from
91 to 180 days
-
-
1,302
465
-
-
Remaining maturities within one year
-
-
14
-
-
-
Remaining maturities greater than one
year through five years
-
-
-
-
3
-
Commercial Paper
Remaining maturities from 1 to 90 days
-
413
-
1,069
-
-
Remaining maturities from
91 to 180 days
-
-
50
-
-
-
U.S. Government Obligations
Remaining maturities from 1 to 90 days
15
394
-
-
-
-
$
2,903
5,079
3,705
2,929
3
-
The following investments in debt securities
classified as available for sale are carried on our
consolidated balance
sheet at fair value:
Millions of Dollars
Carrying Amount
Cash and Cash
Equivalents
Short-Term
Investments
Investments and Long-
Term Receivables
June 30
2020
December 31
2019
June 30
2020
December 31
2019
June 30
2020
December 31
2019
Corporate Bonds
Maturities within one year
$
-
1
144
59
-
-
Maturities greater than one year
through five years
-
-
-
-
134
99
Commercial Paper
Maturities within one year
4
8
126
30
-
-
U.S. Government Obligations
Maturities within one year
-
-
10
10
-
-
Maturities greater than one year
through five years
-
-
-
-
16
15
U.S. Government Agency Obligations
Maturities greater than one year
through five years
-
-
-
-
4
-
Asset-backed Securities
Maturities greater than one year
through five years
-
-
-
-
37
19
$
4
9
280
99
191
133
20
The following table summarizes the maturities atamortized
cost basis and fair value of investments in
debt securities
classified as available for sale:
Millions of Dollars
June 30, 2020
December 31, 2019
Amortized
Cost Basis
Fair Value
Amortized
Cost Basis
Fair Value
Major Security Type
Corporate bonds
$
276
278
159
159
Commercial paper
130
130
38
38
U.S. government obligations
25
26
25
25
U.S. government agency obligations
4
4
-
-
Asset-backed securities
37
37
19
19
$
472
475
241
241
As of June 30, 2020 and December 31, 2019, total
unrealized losses for debt securities classified
as available
for sale with net losses were negligible.
Additionally, as of June 30, 2020 and December 31, 2019,
investments
in these debt securities in an unrealized loss position
for which an allowance for credit losses has
not been recorded were negligible.
For the time we made thethree-
and six-month periods ended June 30, 2020,
proceeds from sales and redemptions of investments
in debt securities classified as available for sale
were 90 days or less; otherwise, these financial instruments are$
126
million and $
189
million, respectively.
Gross
realized gains and losses included in earnings from
those sales and redemptions were negligible.
The cost of
securities sold and redeemed is determined
using the “Short-term investments” line on our consolidated balance sheet.

 

Millions of Dollars

 

Carrying Amount

 

Cash and Cash Equivalents

 

Short-Term Investments

 

September 30

 

December 31

 

September 30

 

December 31

 

2019

2018

 

2019

 

2018

 

 

 

 

 

 

 

 

 

Cash

$

651

 

876

 

 

 

 

Time deposits

 

 

 

 

 

 

 

 

Remaining maturities from 1 to 90 days

 

3,650

 

3,509

 

384

 

-

Remaining maturities more than 90 days

 

 

 

 

 

450

 

-

Commercial paper

 

 

 

 

 

 

 

 

Remaining maturities from 1 to 90 days

 

1,550

 

229

 

74

 

248

Government obligations

 

 

 

 

 

 

 

 

Remaining maturities from 1 to 90 days

 

1,342

 

1,301

 

-

 

-

 

$

7,193

 

5,915

 

908

 

248



specific identification method.

Credit Risk

Financial instruments potentially exposed to concentrations
of credit risk consist primarily of cash equivalents,
short-term investments, long-term investments
in debt securities, OTC derivative contracts and trade
receivables.
Our cash equivalents and short-term investments
are placed in high-quality commercial paper,
government money market funds, government debt
securities, time deposits with major international
banks and
financial
institutions, and high-quality corporate bonds.
Our long-term investments in debt securities
are
placed in high-quality corporate bonds, U.S. government
and government agency obligations, asset-backed
securities, and time deposits with major international
banks and financial institutions.

The credit risk from our OTC derivative contracts,
such as forwards, swaps and options, derives
from the
counterparty to the transaction.
Individual counterparty exposure is managed
within predetermined credit
limits and includes the use of cash-call margins when appropriate,
thereby reducing the risk of significant
nonperformance.
We also use futures, swaps and option contracts that have a negligible credit
risk because
these trades are cleared with an exchange clearinghouse
and subject to mandatory margin requirements until
settled; however, we are exposed to the credit risk of those exchange
brokers for receivables arising from daily
margin cash calls, as well as for cash deposited to meet
initial margin requirements.

Our trade receivables result primarily
from our petroleum operations and reflect a broad
national and
international customer base, which limits our
exposure to concentrations of credit risk.
The majority of these
receivables have payment terms of
30 days
or less, and we continually monitor this exposure
and the
creditworthiness of the counterparties.
We do not generally require collateral to limit the exposure to loss;
however, we will sometimes use letters of credit, prepayments
and master netting arrangements to mitigate
credit risk with counterparties that both buy from
and sell to us, as these agreements permit
the amounts owed
by us or owed to others to be offset against amounts
due to us.

Certain of our derivative instruments contain provisions that require us to post collateral if the derivative
exposure exceeds a threshold amount. We have contracts with fixed threshold amounts and other contracts
21
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 SeptemberJune 30, 20192020 and December
31, 2018,2019, was $47 $
40
million and $62 $
79
million, respectively.
For these instruments,
0
collateral was posted as of SeptemberJune 30, 20192020 or December
31, 2018.

2019.

20


If our credit rating

had been downgraded below investment grade on September
June 30, 2019,2020, we would behave been required
to post $45 $
38
million of additional collateral, either with cash or letters
of credit.



Note 14—Fair Value Measurement

We carry a portion of our assets and liabilities at fair value that are measured at athe reporting
date using an exit price (i.e.
(i.e., the price that would be received to sell an asset
or paid to transfer a liability) and disclosed
according to
the quality of valuation inputs under the following
hierarchy:

Level 1: Quoted prices (unadjusted) in an active
market for identical assets or liabilities.

Level 2: Inputs other than quoted prices that
are directly or indirectly observable.

Level 3: Unobservable inputs that are significant
to the fair value of assets or liabilities.

The classification hierarchy of an asset or liability
is based on the lowest level of input significant
to its fair
value.
Those that are initially classified as Level 3
are subsequently reported as Level 2 when
the fair value
derived from unobservable inputs is inconsequential
to the overall fair value, or if corroborated market
data
becomes available.
Assets and liabilities initially reported as Level
2 are subsequently reported as Level 3 if
corroborated market data is no longer available. Transfers occur at the end of the reporting period.
There were no material transfers between levelsinto or
out of Level 3 during 2019
2020 or 2018.

2019.

Recurring Fair Value Measurement

Financial assets and liabilities reported at fair
value on a recurring basis primarily include
our investment in
Cenovus Energy common shares, our investments in debt
securities classified as available for sale, and
commodity derivatives.
Level 1 derivative assets and liabilities primarily
represent exchange-traded futures and options that are
valued using unadjusted prices available from the
underlying exchange.
Level 1 also includes our
investment in common shares of Cenovus Energy, which is valued using quotes for shares
on the NYSE. NYSE,
and our investments in U.S. government obligations
classified as available for sale debt securities,
which
are valued using exchange prices.
Level 2 derivative assets and liabilities primarily
represent OTC swaps, options and forward purchase
and
sale contracts that are valued using adjusted exchange
prices, prices provided by brokers or pricing
service
companies that are all corroborated by market data.
Level 2 also includes our investments in debt
securities classified as available for sale including
investments in corporate bonds, commercial
paper,
asset-backed securities, and U.S. government
agency obligations that are valued using pricing
provided by
brokers or pricing service companies that are corroborated
with market data.
Level 3 derivative assets and liabilities
consist of OTC swaps, options and forward purchase
and sale
contracts where a significant portion of fair
value is calculated from underlying market
data that is not
readily available.
The derived value uses industry standard methodologies
that may consider the historical
relationships among various commodities, modeled
market prices, time value, volatility factors and other
relevant economic measures.
The use of these inputs results in management’s best estimate of fair
value.
Level 3 activity was not material for all periods
presented.

22
The following table summarizes the fair value
hierarchy for gross financial assets and liabilities (i.e.
(i.e.,
unadjusted where the right of setoff exists for commodity
derivatives accounted for at fair value on a recurring
basis):

 

 

Millions of Dollars

 

 

September 30, 2019

 

December 31, 2018

 

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Level 1

 

Level 2

 

Level 3

 

Total

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment in Cenovus Energy

$

1,951

 

-

 

-

 

1,951

 

1,462

 

-

 

-

 

1,462

Commodity derivatives

 

153

 

86

 

24

 

263

 

236

 

181

 

33

 

450

Total assets

$

2,104

 

86

 

24

 

2,214

 

1,698

 

181

 

33

 

1,912

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commodity derivatives

$

169

 

82

 

16

 

267

 

225

 

145

 

30

 

400

Total liabilities

$

169

 

82

 

16

 

267

 

225

 

145

 

30

 

400



21


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

September 30, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets

$

263

 

7

 

256

 

171

 

85

 

-

 

85

Liabilities

 

267

 

-

 

267

 

171

 

96

 

21

 

75

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets

$

450

 

9

 

441

 

280

 

161

 

-

 

161

Liabilities

 

400

 

4

 

396

 

280

 

116

 

10

 

106

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At September 30, 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

 

Before-Tax Loss

Equity method investments

 

 

 

 

 

 

 

 

March 31, 2019

$

171

 

171

 

-

 

60

May 31, 2019

 

30

 

-

 

30

 

95



June 30, 2020

December 31, 2019
Level 1
Level 2
Level 3
Total
Level 1
Level 2
Level 3
Total
Assets
Investment in Cenovus Energy
$
971
-
-
971
2,111
-
-
2,111
Investments in debt securities
26
449
-
475
25
216
-
241
Commodity derivatives
207
120
24
351
172
114
36
322
Total assets
$
1,204
569
24
1,797
2,308
330
36
2,674
Liabilities
Commodity derivatives
$
216
103
16
335
174
115
22
311
Total liabilities
$
216
103
16
335
174
115
22
311
The following table summarizes those commodity
derivative balances subject to the right of setoff as
presented on our consolidated balance sheet.
We have elected to offset the recognized fair value amounts for
multiple derivative instruments executed with the
same counterparty in our financial statements
when a legal
right of setoff exists.
Millions of Dollars
Amounts Subject to Right of Setoff
Gross
Amounts Not
Gross
Net
Amounts
Subject to
Gross
Amounts
Amounts
Cash
Net
Recognized
Right of Setoff
Amounts
Offset
Presented
Collateral
Amounts
June 30, 2020
Assets
$
351
1
350
233
117
8
109
Liabilities
335
2
333
233
100
22
78
December 31, 2019
Assets
$
322
3
319
193
126
4
122
Liabilities
311
4
307
193
114
12
102
At June 30, 2020 and December 31, 2019, we did
not present any amounts gross on our consolidated
balance
sheet where we had the right of setoff.
Non-Recurring Fair Value Measurement
The following table summarizes the fair value
hierarchy by major category and date of
remeasurement for
assets accounted for at fair value on a non-recurring
basis:
Millions of Dollars
Fair Value
Measurement
Using
Fair Value
Level 3 Inputs
Before-Tax
Loss
Net PP&E (held for use)
March 31, 2020
$
77
77
510
23
During the first quarter of 2019,2020
, the estimated fair value of our assets in the Wind River Basin operations
area
declined to an amount below the carrying valuesvalue.
The Wind River Basin operations area consists of our equity method investmentscertain
developed natural gas properties in the Golden Pass LNG TerminalMadden
Field and Golden Pass Pipeline werethe Lost Cabin Gas Plant and is included
in our
Lower 48 segment.
The carrying value was written down to fair value. The fair values were determinedvalue was estimated based on
an internal discounted cash flow model using estimates of future production, an outlook of future prices using
a combination of exchanges (short-term) and external pricing services companies (long-term), future operating
costs and capital expenditures, and a discount rate believed to be consistent with those used by negotiated selling prices. For additional information, see Note 5—Asset Dispositions.

Duringprincipal

market participants.
The range and arithmetic average of significant
unobservable inputs used in the second quarter of 2019, our equity method investment in MWCC was determined to have a Level 3
fair value below its carrying value, andmeasurement were as follows:
Fair Value
(Millions of
Dollars)
Valuation
Technique
Unobservable Inputs
Range
(Arithmetic Average)
March 31, 2020
Wind River Basin
$
77
Discounted cash
flow
Natural gas production
(MMCFD)
8.4
-
55.2
(
22.9
)
Natural gas price outlook*
($/MMBTU)
$
2.67
- $
9.17
($
5.68
)
Discount rate**
7.9
%
-
9.1
% (
8.3
%)
*Henry Hub natural gas price outlook based on external pricing service
companies' outlooks for years 2022-2034; future prices
escalated at
2.2
% annually after
year 2034.
**Determined as the impairment was considered to be other than temporary. For additional information, see Note 3—Variable Interest Entities.

weighted average cost of capital of a group
of peer companies, adjusted for risks where
appropriate.

22


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 our consolidatedthe 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 our consolidatedthe 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:Energy: See Note 7—6—Investment in
Cenovus Energy for a discussion of the
carrying value and fair value of our investment in
Cenovus Energy common shares.

Investments in debt securities classified as available
for sale: The fair value of investments in debt
securities categorized as Level 1 in the fair
value hierarchy is measured using exchange
prices.
The
fair value of investments in debt securities
categorized as Level 2 in the fair value hierarchy
is
measured using pricing provided by brokers or pricing
service companies that are corroborated
with
market data.
See Note 13—Derivatives and Financial Instruments,
for additional information.
Loans and advances—related parties: The carrying
amount of floating-rate loans approximates
fair
value.
The fair value of fixed-rate loan activity is
measured using market observable data and is
categorized as Level 2 in the fair value hierarchy.
See Note 6—5—Investments, Loans and Long-Term
Receivables, for additional information.

Accounts payable (including related parties)
and floating-rate debt: The carrying amount of accounts
payable and floating-rate debt reported on our consolidatedthe 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

 

September 30

 

December 31

 

September 30

 

December 31

2019

2018

2019

 

2018

Financial assets

 

 

 

 

 

 

 

 

Investment in Cenovus Energy

$

1,951

 

1,462

 

1,951

 

1,462

Commodity derivatives

 

92

 

170

 

92

 

170

Total loans and advances—related parties

 

336

 

468

 

336

 

468

Financial liabilities

 

 

 

 

 

 

 

 

Total debt, excluding finance (capital) leases

 

14,179

 

14,191

 

18,131

 

16,147

Commodity derivatives

 

75

 

110

 

75

 

110



Note 15—Non-Mineral Leases

24
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 onfollowing table summarizes 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 net fair
value of certain leased office buildings. For additional information about guarantees, see Note 11—Guarantees. There are no significant restrictions imposed on us byfinancial instruments (i.e., adjusted
where the lease agreements with regard to dividends, asset dispositions or borrowing ability.

Certain arrangements may contain both leaseright of

setoff exists for commodity derivatives):
Millions of Dollars
Carrying Amount
Fair Value
June 30
December 31
June 30
December 31
2020
2019
2020
2019
Financial assets
Investment in Cenovus Energy
$
971
2,111
971
2,111
Commodity derivatives
110
125
110
125
Investments in debt securities
475
241
475
241
Total loans 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,

advances—related parties

23


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 or339

272
339
Financial liabilities
Total debt, excluding finance leases at
14,156
14,175
18,307
18,108
Commodity derivatives
80
106
80
106
Note 15—Accumulated Other Comprehensive Loss
Accumulated other comprehensive loss in the commencement date
equity section of the lease and right-of-use assets and corresponding liabilities are recognized on our consolidated balance
sheet basedincluded:
Millions of Dollars
Defined
Benefit Plans
Net
Unrealized
Gain 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

Securities
Foreign
Currency
Translation
Accumulated
Other
Comprehensive
Income (Loss)
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 consolidation method of accounting on a proportional basis consistent with our ownership interest in the investee company.

2019

24


(350)

-
(5,007)
(5,357)
Other comprehensive income (loss)
18
2
(488)
(468)
June 30, 2020
$
(332)
2
(5,495)
(5,825)
The following tables summarize the finance leases amounts that were reflected on our consolidated balance sheet astable summarizes reclassifications
out 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 September 30, 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 September 30, 2019

 

 

 

 

 

 

 

 

 

Right-of-Use Assets

 

 

 

 

Properties, plants and equipment

 

 

 

 

Gross

 

 

$

1,069

Accumulated depreciation, depletion and amortization

 

 

 

(634)

Net properties, plants and equipment*

 

 

$

435

Other assets**

$

805

 

 

* Includes proportionately consolidated finance lease assets (net of accumulated depreciation, depletion and amortization) of $359 million. **As a result of the sale of two ConocoPhillips U.K. subsidiaries, right-of-use assets decreased approximately $0.2 billion in the third quarter of 2019. See Note 5–Asset Dispositions for additional information.

25


 

 

Millions of Dollars

 

 

Carrying Amount

 

 

Operating Leases

 

Finance Leases

Lease Liabilities

 

 

 

 

Short-term debt*

 

 

$

86

Other accruals

$

249

 

 

Long-term debt*

 

 

 

656

Other liabilities and deferred credits

 

556

 

 

Total lease liabilities**

$

805

 

742

*Short-term debt and long-term debt include proportionately consolidated finance lease liabilities of $55 million and $595 million, respectively. **As a result of the sale of two ConocoPhillips U.K. subsidiaries, lease liabilities decreased approximately $0.2 billion in the third quarter of 2019. See Note 5–Asset Dispositions for additional information.

The following table summarizes our lease costs:

 

Millions of Dollars

 

Three Months Ended

Nine Months Ended

 

September 30, 2019

September 30, 2019

Lease Cost*

 

 

 

 

Operating lease cost

$

99

 

265

Finance lease cost

 

 

 

 

Amortization of right-of-use assets

 

27

 

84

Interest on lease liabilities

 

9

 

28

Short-term lease cost**

 

26

 

57

Total lease cost***

$

161

 

434

*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 $72 million, of

which $41 million is related to leases whose terms have not yet commenced as of September 30, 2019.

***Variable lease cost and sublease income are immaterial for the periods presented and therefore are not included in the table above.

26


The following table summarizes the lease terms and discount rates:

 

 

 

September 30, 2019

Lease Term and Discount Rate

 

 

 

Weighted-average term (years)

 

 

 

Operating leases

 

 

5.77

Finance leases

 

 

8.91

 

 

 

 

Weighted-average discount rate (percent)

 

 

 

Operating leases

 

 

3.33

Finance leases

 

 

5.61

 

 

 

 

 

 

 

 

The following table summarizes other lease information:

 

 

 

 

 

 

 

Millions of Dollars

 

 

 

Nine Months Ended

 

 

 

September 30, 2019

Other Information*

 

 

 

Cash paid for amounts included in the measurement of lease liabilities

 

 

 

Operating cash flows from operating leases

 

$

152

Operating cash flows from finance leases

 

 

29

Financing cash flows from finance leases

 

 

59

 

 

 

 

Right-of-use assets obtained in exchange for operating lease liabilities

 

$

300

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 September 30, 2019:

 

 

 

 

 

 

 

Millions of Dollars

 

 

Operating

Leases

 

Finance

Leases

Maturity of Lease Liabilities

 

 

 

 

2019

$

77

 

31

2020

 

252

 

120

2021

 

190

 

103

2022

 

105

 

102

2023

 

69

 

88

Remaining years

 

195

 

465

Total*

 

888

 

909

Less: portion representing imputed interest

 

(83)

 

(167)

Total lease liabilities

$

805

 

742

*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.

27


 

 

 

 

 

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

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



Note 16—Accumulated Other Comprehensive Loss

 

 

 

 

 

 

 

 

Accumulated other comprehensive loss in the equity section of our consolidated balance sheet included:

 

 

 

 

 

 

 

 

 

 

Millions of Dollars

 

 

Defined Benefit

Plans

 

Foreign

Currency

Translation

 

Accumulated

Other

Comprehensive

Income (Loss)

 

 

 

 

 

 

 

 

December 31, 2018

$

(361)

 

(5,702)

 

(6,063)

Cumulative effect of adopting ASU No. 2018-02*

 

(40)

 

-

 

(40)

Other comprehensive income (loss)

 

(42)

 

491

 

449

September 30, 2019

$

(443)

 

(5,211)

 

(5,654)

*See Note 2—Changes in Accounting Principles for additional information.

28


In the third quarter of 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 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 and into comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

Millions of Dollars

 

 

Three Months Ended

 

Nine Months Ended

 

 

September 30

 

September 30

 

 

2019

 

2018

 

2019

 

2018

 

 

 

 

 

 

 

 

 

 

Defined benefit plans

$

36

 

17

 

66

 

155

and into

net
income (loss):
Millions of Dollars
Three Months Ended
Six Months Ended
June 30
June 30
2020
2019
2020
2019
Defined benefit plans
$
8
17
16
30
The above amounts are included in the computation of net periodic benefit cost and are presented net of tax expense of $12 $
2
million and $6 $
5
million
for the three-month periods ended June 30, 2020 and June 30, 2019, respectively, and $
4
million and $
10
million for the three monthssix-month periods ended September
June 30, 2020 and June 30, 2019, and September 30, 2018, respectively, and $22 million and $43 million for the nine-month periods ended September 30, 2019 and September 30, 2018, respectively.
See Note 18—17—Employee Benefit Plans, for additional information.



Note 17—Cash Flow Information

 

 

 

 

 

 

Millions of Dollars

 

 

Nine Months Ended

 

 

September 30

 

 

 

2019

 

2018

Cash Payments

 

 

 

 

Interest

$

614

 

584

Income taxes

 

2,210

 

1,927

 

 

 

 

 

 

Net Sales (Purchases) of Short-Term Investments

 

 

 

 

Short-term investments purchased

$

(1,894)

 

(1,705)

Short-term investments sold

 

1,229

 

2,701

 

$

(665)

 

996



29


Note 18—Employee Benefit Plans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pension and Postretirement Plans

 

 

 

 

 

 

 

 

 

 

 

 

 

Millions of Dollars

 

Pension Benefits

 

Other Benefits

 

2019

 

2018

 

2019

 

2018

 

 

U.S.

 

Int'l.

 

U.S.

 

Int'l.

 

 

 

 

Components of Net Periodic Benefit Cost

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30

 

 

 

 

 

 

 

 

 

 

 

 

Service cost

$

20

 

19

 

20

 

20

 

1

 

-

Interest cost

 

21

 

25

 

22

 

26

 

1

 

2

Expected return on plan assets

 

(18)

 

(34)

 

(22)

 

(38)

 

-

 

-

Amortization of prior service credit

 

-

 

-

 

-

 

(1)

 

(7)

 

(9)

Recognized net actuarial loss (gain)

 

13

 

7

 

10

 

9

 

(1)

 

-

Settlements

 

37

 

-

 

14

 

-

 

-

 

-

Curtailments

 

-

 

(1)

 

-

 

(1)

 

-

 

-

Net periodic benefit cost

$

73

 

16

 

44

 

15

 

(6)

 

(7)

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30

 

 

 

 

 

 

 

 

 

 

 

 

Service cost

$

59

 

56

 

63

 

63

 

1

 

1

Interest cost

 

63

 

77

 

76

 

80

 

6

 

6

Expected return on plan assets

 

(54)

 

(104)

 

(91)

 

(118)

 

-

 

-

Amortization of prior service credit

 

-

 

(1)

 

-

 

(4)

 

(24)

 

(26)

Recognized net actuarial loss (gain)

 

39

 

23

 

41

 

27

 

(2)

 

(1)

Settlements

 

54

 

-

 

161

 

-

 

-

 

-

Curtailments

 

-

 

(1)

 

-

 

(1)

 

-

 

-

Net periodic benefit cost

$

161

 

50

 

250

 

47

 

(19)

 

(20)



Six Months Ended

June 30
2020
2019
Cash Payments
Interest
$
397
414
Income taxes
761
1,572
Net Sales (Purchases) of Investments
Short-term investments purchased
$
(7,021)
(982)
Short-term investments sold
6,147
497
Long-term investments purchased
(208)
-
Long-term investments sold
52
-
$
(1,030)
(485)
Note 17—Employee Benefit Plans
Pension and Postretirement Plans
Millions of Dollars
Pension Benefits
Other Benefits
2020
2019
2020
2019
U.S.
Int'l.
U.S.
Int'l.
Components of Net Periodic Benefit Cost
Three Months Ended March 31,
June 30,
September 30,
December 31
Service cost
$
21
13
19
18
-
-
Interest cost
17
20
21
26
1
3
Expected return on plan assets
(21)
(34)
(18)
(35)
-
-
Amortization of prior service credit
-
-
-
(1)
(8)
(9)
Recognized net actuarial loss
13
5
13
8
-
-
Settlements
-
-
11
-
-
-
Net periodic benefit cost
$
30
4
46
16
(7)
(6)
Six Months Ended March 31,
June 30, September
30,
December 31
Service cost
$
42
27
39
37
1
-
Interest cost
34
42
42
52
3
5
Expected return on plan assets
(42)
(71)
(36)
(70)
-
-
Amortization of prior service credit
-
-
-
(1)
(16)
(17)
Recognized net actuarial loss (gain)
25
11
26
16
-
(1)
Settlements
1
(1)
17
-
-
-
Net periodic benefit cost
$
60
8
88
34
(12)
(13)
The components of net periodic benefit cost, other
than the service cost component, are included
in the “Other
expenses” line item on our consolidated income statement.

During the first ninesix months of 2019,2020, we contributed $174
$
49
million to our domestic benefit plans and $429 $
44
million
to our international benefit plans, including a $324 million contribution made in conjunction with the completion of our sale of two ConocoPhillips U.K. subsidiaries. plans.
In 2019,2020, we expect to contribute a total of approximately $220
$
130
million to
our domestic qualified and nonqualified pension
and postretirement benefit plans and $455 $
60
million to our
international qualified and nonqualified pension
and postretirement benefit plans.

During the three-month period ended September 30, 2019, lump-sum benefit payments exceeded the sum of service

26
Note 18—Related Party Transactions
Our related parties primarily include equity method
investments and interest costscertain trusts for the fiscal yearbenefit
of employees.
For disclosures on trusts for the U.S. qualified pension planbenefit of employees,
see Note 17—Employee Benefit Plans.
Significant transactions with our equity affiliates
were:
Millions of Dollars
Three Months Ended
Six Months Ended
June 30
June 30
2020
2019
2020
2019
Operating revenues and a U.S. nonqualified supplemental retirement plan. As a result, we recognized a proportionate share of prior actuarial losses other income
$
21
26
38
47
Purchases
-
17
-
38
Operating expenses and selling, general and administrative
expenses
12
14
27
28
Net interest income*
(2)
(3)
(4)
(7)
*We paid interest to, or received interest
from, other comprehensive income as pension settlement expense of $37 million. In conjunction with the recognition of pension settlement expense, the fair market values of pension plan assets were updatedvarious affiliates.
See Note 5—Investments, Loans and the pension benefit obligations of the U.S. qualified pension plan and the U.S. nonqualified supplemental retirement plan were remeasured as of September 30, 2019. At the measurement date, the net pension liability increased by $108 million. This is primarily a result of a decrease in the discount rate from 4.30 percent at December 31, 2018Long-Term Receivables, for additional
information on loans to 3.10 percent at September 30, 2019 for the U.S. qualified pension plan and from 4.05 percent at December 31, 2018 to 2.80 percent at September 30, 2019 for the U.S. nonqualified supplemental retirement plan, resulting in a corresponding decrease to other comprehensive income.

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

affiliated companies.

30


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.

Severance Accrual

The following table summarizes our severance accrual activity for the nine-month period ended September 30, 2019:

 

 

Millions of Dollars

 

 

 

 

Balance at December 31, 2018

$

48

Accruals

 

(2)

Benefit payments

 

(22)

Foreign currency translation adjustments

 

(1)

Balance at September 30, 2019

$

23



Of the remaining balance at September 30, 2019, $6 million is classified as short term.



Note 19—Related Party Transactions

 

 

 

 

 

 

 

 

 

 

Our related parties primarily include equity method investments and certain trusts for the benefit of employees.

 

 

 

 

 

 

 

 

 

 

Significant transactions with our related parties were:

 

 

 

 

 

 

 

 

 

 

 

 

Millions of Dollars

 

 

Three Months Ended

 

Nine Months Ended

 

September 30

September 30

 

 

2019

 

2018

 

2019

 

2018

 

 

 

 

 

 

 

 

 

 

Operating revenues and other income

$

23

 

27

 

70

 

74

Purchases

 

-

 

25

 

38

 

74

Operating expenses and selling, general and administrative

 

 

 

 

 

 

 

 

 

expenses

 

19

 

13

 

47

 

44

Net interest (income) expense*

 

(3)

 

(4)

 

(10)

 

(11)

*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.



31


Note 20—19—Sales and Other Operating Revenues

Revenue from Contracts with Customers

The following table provides further disaggregation
of our consolidated sales and other operating
revenues:

 

Millions of Dollars

 

Three Months Ended

 

Nine Months Ended

September 30

September 30

 

2019

 

2018

 

2019

 

2018

 

 

 

 

 

 

 

 

 

Revenue from contracts with customers

$

6,240

 

7,546

 

19,932

 

20,834

Revenue from contracts outside the scope of ASC Topic 606

 

 

 

 

 

 

 

 

Physical contracts meeting the definition of a derivative

 

1,529

 

1,897

 

4,981

 

5,877

Financial derivative contracts

 

(13)

 

6

 

(54)

 

40

Consolidated sales and other operating revenues

$

7,756

 

9,449

 

24,859

 

26,751



Revenues

Millions of Dollars
Three Months Ended
Six Months Ended
June 30
June 30
2020
2019
2020
2019
Revenue from contracts with customers
$
1,919
6,633
6,830
13,692
Revenue from contracts outside the scope of ASC Topic 606
Physical contracts meeting the definition of a derivative
856
1,371
2,152
3,452
Financial derivative contracts
(26)
(51)
(75)
(41)
Consolidated sales and other operating revenues
$
2,749
7,953
8,907
17,103
27
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 21—20—Segment Disclosures and Related Information:

 

 

Millions of Dollars

 

 

Three Months Ended

 

Nine Months Ended

 

September 30

September 30

 

 

2019

 

2018

 

2019

 

2018

Revenue from Outside the Scope of ASC Topic 606

 

 

 

 

 

 

 

 

 

by Segment

 

 

 

 

 

 

 

 

Lower 48

$

1,099

 

1,534

 

3,823

 

4,547

Canada

 

86

 

87

 

427

 

374

Europe and North Africa

 

344

 

276

 

731

 

956

Physical contracts meeting the definition of a derivative

$

1,529

 

1,897

 

4,981

 

5,877



 

 

Millions of Dollars

 

 

Three Months Ended

 

Nine Months Ended

 

September 30

September 30

 

 

2019

 

2018

 

2019

 

2018

Revenue from Outside the Scope of ASC Topic 606

 

 

 

 

 

 

 

 

 

by Product

 

 

 

 

 

 

 

 

Crude oil

$

266

 

267

 

619

 

843

Natural gas

 

1,159

 

1,522

 

4,022

 

4,775

Other

 

104

 

108

 

340

 

259

Physical contracts meeting the definition of a derivative

$

1,529

 

1,897

 

4,981

 

5,877



32

Information:

Three Months Ended
Six Months Ended
June 30
June 30
2020
2019
2020
2019
Revenue from Outside the Scope of ASC Topic 606
by Segment
Lower 48
$
698
1,111
1,674
2,724
Canada
121
100
300
341
Europe and North Africa
37
160
178
387
Physical contracts meeting the definition of a derivative
$
856
1,371
2,152
3,452
Millions of Dollars
Three Months Ended
Six Months Ended
June 30
June 30
2020
2019
2020
2019
Revenue from Outside the Scope of ASC Topic 606
by Product
Crude oil
$
26
165
118
353
Natural gas
763
1,095
1,853
2,863
Other
67
111
181
236
Physical contracts meeting the definition of a derivative
$
856
1,371
2,152
3,452
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-basedmarket-
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 SeptemberJune 30, 2019,2020, the “Accounts and notes receivable”
line on our consolidated balance sheet,
includes trade
receivables of $2,566 $
745
million compared with $2,889 $
2,372
million at December 31, 2018,2019, and includes
both contracts
with customers within the scope of ASC Topic 606 and those that are outside the
scope of ASC Topic 606.
We typically receive payment within 30 days or less (depending on the terms of the invoice) once delivery is
made.
Revenues that are outside the scope of ASC Topic 606 relate primarily to physical
gas sales contracts at
market prices for which we do not elect NPNS and
are therefore accounted for as a derivative
under ASC
Topic 815.
There is little distinction in the nature of the
customer or credit quality of trade receivables
associated with gas sold under contracts for
which NPNS has not been elected compared
to trade receivables
where NPNS has been elected.

28
Contract Liabilities from Contracts with Customers

We have entered into contractual arrangements where we license our proprietary technology
to customers related
to the optimization process for operating LNG
plants.
The contractsagreements 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 September 30, 2019

$

80

 

 

 

Amounts Recognized in the Consolidated Balance Sheet at September 30, 2019

 

 

Noncurrent liabilities

$

80

 

$

80



Millions of Dollars
Contract Liabilities
As of June 30, 2020 and December 31, 2019
$
80
Amounts Recognized in the Consolidated Balance
Sheet at June 30, 2020
Current liabilities
$
47
Noncurrent liabilities
33
$
80
We expect to recognize the contract liabilities as of SeptemberJune 30, 2019,2020, as revenue betweenduring 2021 and 2022.



There
were
0
revenues recognized for the three- and six-month
periods ended June 30, 2020.
Note 21—20—Segment Disclosures and Related Information

We explore for, produce, transport and market crude oil, bitumen, natural gas, LNG and NGLs on a
worldwide
basis.
We manage our operations through
6
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 income and costs
not directly associated with an operating
segment, such as
most interest expense, corporate overhead and
certain technology activities, including licensing
revenues.
Corporate assets include all cash and cash equivalents
and short-term investments.

33


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

to ConocoPhillips.
Intersegment sales are at prices that approximate
market.

Analysis of Results by Operating Segment

 

 

 

 

 

 

 

 

 

Millions of Dollars

 

Three Months Ended

 

Nine Months Ended

 

September 30

September 30

 

 

2019

 

2018

 

2019

 

2018

Sales and Other Operating Revenues

 

 

 

 

 

 

 

 

Alaska

$

1,296

 

1,493

 

4,129

 

4,281

Lower 48

 

3,728

 

4,543

 

11,690

 

12,347

Intersegment eliminations

 

(10)

 

(14)

 

(33)

 

(18)

Lower 48

 

3,718

 

4,529

 

11,657

 

12,329

Canada

 

633

 

735

 

2,173

 

2,436

Intersegment eliminations

 

(273)

 

(308)

 

(858)

 

(853)

Canada

 

360

 

427

 

1,315

 

1,583

Europe and North Africa

 

1,225

 

1,574

 

4,084

 

4,826

Asia Pacific and Middle East

 

1,085

 

1,348

 

3,458

 

3,570

Corporate and Other

 

72

 

78

 

216

 

162

Consolidated sales and other operating revenues

$

7,756

 

9,449

 

24,859

 

26,751

 

 

 

 

 

 

 

 

 

Sales and Other Operating Revenues by Geographic Location

United States

$

5,085

 

6,025

 

15,996

 

16,617

Australia

 

412

 

515

 

1,282

 

1,258

Canada

 

360

 

427

 

1,315

 

1,583

China

 

191

 

262

 

593

 

616

Indonesia

 

223

 

234

 

654

 

662

Libya

 

288

 

264

 

809

 

802

Malaysia

 

258

 

339

 

928

 

1,039

Norway

 

632

 

734

 

1,781

 

2,112

United Kingdom

 

305

 

574

 

1,494

 

1,911

Other foreign countries

 

2

 

75

 

7

 

151

Worldwide consolidated

$

7,756

 

9,449

 

24,859

 

26,751

 

 

 

 

 

 

 

 

 

Sales and Other Operating Revenues by Product

 

 

 

 

 

 

 

 

Crude Oil

$

4,612

 

5,277

 

14,006

 

14,503

Natural gas

 

1,799

 

2,503

 

6,717

 

7,593

Natural gas liquids

 

156

 

351

 

607

 

847

Other*

 

1,189

 

1,318

 

3,529

 

3,808

Consolidated sales and other operating revenues by product

$

7,756

 

9,449

 

24,859

 

26,751

*Includes LNG and bitumen.



34


TableEffective in the third quarter of Contents

2020, we will restructure
our segments to align with changes to our internal

 

Millions of Dollars

 

Three Months Ended

 

Nine Months Ended

 

 

September 30

 

September 30

 

 

2019

 

2018

 

2019

 

2018

Net Income Attributable to ConocoPhillips

 

 

 

 

 

 

 

 

Alaska

$

306

 

427

 

1,152

 

1,369

Lower 48

 

26

 

513

 

425

 

1,231

Canada

 

51

 

34

 

273

 

2

Europe and North Africa

 

2,001

 

241

 

2,615

 

776

Asia Pacific and Middle East

 

613

 

577

 

1,655

 

1,504

Other International

 

73

 

316

 

285

 

267

Corporate and Other

 

(14)

 

(247)

 

64

 

(760)

Consolidated net income attributable to ConocoPhillips

$

3,056

 

1,861

 

6,469

 

4,389



 

Millions of Dollars

 

September 30

 

December 31

2019

2018

Total Assets

 

 

 

 

Alaska

$

15,513

 

14,648

Lower 48

 

14,601

 

14,888

Canada

 

6,196

 

5,748

Europe and North Africa

 

7,941

 

9,883

Asia Pacific and Middle East

 

15,091

 

16,151

Other International

 

89

 

89

Corporate and Other

 

10,909

 

8,573

Consolidated total assets

$

70,340

 

69,980



Note 22—Income Taxes

Our effective tax rates organization.

The Middle East business will move from the
Asia Pacific and Middle East segment to the
Europe and North Africa segment.
The segments will be renamed the Asia Pacific
segment and the Europe,
North Africa and Middle East segment.
Accordingly, beginning in the third quarter of 2020 we will revise
segment information disclosures and segment performance
metrics presented within our results of operations
for the three-current and nine-month periods ended Septemberhistorical comparative periods.
29
Analysis of Results by Operating Segment
Millions of Dollars
Three Months Ended
Six Months Ended
June 30
June 30
2020
2019 were 12 percent
2020
2019
Sales and 21 percent, respectively, compared with 36 percentOther Operating Revenues
Alaska
$
419
1,426
1,532
2,833
Intersegment eliminations
19
-
19
-
Alaska
438
1,426
1,551
2,833
Lower 48
1,433
3,809
4,536
7,962
Intersegment eliminations
(28)
(11)
(38)
(23)
Lower 48
1,405
3,798
4,498
7,939
Canada
165
717
678
1,540
Intersegment eliminations
-
(335)
(180)
(585)
Canada
165
382
498
955
Europe and 39 percent forNorth Africa
288
1,313
888
2,859
Asia Pacific and Middle East
450
1,030
1,453
2,373
Other International
1
-
4
-
Corporate and Other
2
4
15
144
Consolidated sales and other operating revenues
$
2,749
7,953
8,907
17,103
Sales and Other Operating Revenues by Geographic
Location
(1)
United States
$
1,844
5,225
6,061
10,911
Australia
168
311
605
870
Canada
165
382
498
955
China
67
159
213
402
Indonesia
132
226
336
431
Libya
-
267
44
521
Malaysia
83
334
299
670
Norway
242
561
688
1,149
United Kingdom
46
485
156
1,189
Other foreign countries
2
3
7
5
Worldwide consolidated
$
2,749
7,953
8,907
17,103
Sales and Other Operating Revenues by Product
Crude oil
$
1,216
4,813
4,660
9,394
Natural gas
1,190
1,915
2,845
4,918
Natural gas liquids
84
213
235
451
Other
(2)
259
1,012
1,167
2,340
Consolidated sales and other operating revenues
by product
$
2,749
7,953
8,907
17,103
(1) Sales and other operating revenues are attributable to countries based on the same periodslocation of 2018. Thethe selling operation.
(2) Includes LNG and bitumen.
30
Millions of Dollars
Three Months Ended
Six Months Ended
June 30
June 30
2020
2019
2020
2019
Net Income (Loss) Attributable to ConocoPhillips
Alaska
$
(141)
462
(60)
846
Lower 48
(365)
206
(802)
399
Canada
(86)
100
(195)
222
Europe and North Africa
11
407
86
614
Asia Pacific and Middle East
662
517
1,060
1,042
Other International
(6)
81
22
212
Corporate and Other
185
(193)
(1,590)
78
Consolidated net income (loss) attributable
to ConocoPhillips
$
260
1,580
(1,479)
3,413
Millions of Dollars
June 30
December 31
2020
2019
Total Assets
Alaska
$
16,121
15,453
Lower 48
12,158
14,425
Canada
5,909
6,350
Europe and North Africa
7,204
8,121
Asia Pacific and Middle East
12,404
14,716
Other International
299
285
Corporate and Other
8,951
11,164
Consolidated total assets
$
63,046
70,514
Note 21—Income Taxes
Our effective tax rate for the three-three-month period ended June
30, 2020, was negative and nine-month periodsis significantly
lower
than the comparative period in 2019 due to a number
of significant transactions, and their
related tax effects,
impacting our $
21
million before-tax income.
The change in the rate was impacted by the gain on disposition
recognized for our Australia-West assets of $
587
million with an associated tax benefit of
$
10
million, the
derecognition of $
92
million of deferred tax assets recorded as
income tax expense as a result of this
divestiture, a $
48
million refund from the Alberta Tax & Revenue Administration, and a change
in our U.S.
valuation allowance. For the comparative three-month
period ended SeptemberJune 30, 2019, is lower than the effective tax rate was
primarily impacted by a benefit of $
234
million primarily related to the recognition
of U.S. tax basis in our
disposed U.K. subsidiaries.
The effective tax rate for the six-month period ended June
30, 2020 was
7
percent, compared with
27
percent
for the same periodsperiod of 2018 primarily due to2019.
The effective tax rate was impacted by the recognition ofitems noted
above for the three-month
period ended,
June 30, 2020, as well as a U.S. capital loss benefit related to the disposition of two of our U.K. subsidiaries, the recognition of tax incentives in Malaysia, a reductionshift in our valuation allowance for 2019, and changes in our mix of before-tax
income between higher and lower tax jurisdictions.

During the three- and nine-month periods ended September 30, 2019, we recognized a U.S. tax benefit of $28 million and $262 million, respectively, related to the recognition of a U.S. capital loss benefit on our U.K. entity disposition.

During the third quarter of 2019, we received final partner approval

jurisdictions in the Malaysia Block G to claim certain deepwater tax credits. 2020.
As a result of the COVID-19 pandemic and the
resulting economic uncertainty, many countries in which we
operate, including Australia, Canada, Norway and
the U.S., have enacted responsive tax legislation.
During
the second quarter,
Norway enacted legislation to accelerate the recovery
of capital expenditures and allow
immediate monetization of tax losses.
As a result,
we have recorded an increase to our net deferred tax
liability of $
120
million and a decrease to our accrued income tax benefitand
other taxes liability of $164 $
124
million.

Legislation in other jurisdictions did not have a
material impact to ConocoPhillips.
31
During the three-
and nine-monthsix-month periods ended SeptemberJune 30, 2019, 2020,
our valuation allowance decreased by $32
$
117
million and $224 increased by $
229
million, respectively, compared to increasesa decrease of $16 $
85
million and $61 $
191
million for the same periods of 2018. 2019.
The change to our U.S. valuation allowance between
for both periods relates
primarily to the decrease in the deferred tax asset related to the increase in the fair value measurement of our Cenovus
Energy common shares as well as recognition and realization of deferred tax assets due to the dispositionour expectation of the Greater Sunrise Fields.

For additional information on asset dispositions, see Note 5—Asset Dispositions.

tax

35

impact related to incremental capital gains and losses.



Note 23—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.



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 an indirect,
100
percent owned subsidiary ofby 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 Burlington Resources LLC, ConocoPhillips
Company
with respect to its publicly held debt securities. Similarly,
In addition, ConocoPhillips Company
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 December 2018, ConocoPhillips Canada Funding Company I’s guaranteed, publicly held debt securities were assumed by Burlington Resources LLC. The assumption did not significantly change the nature of the outstanding debt or the terms of the parental guarantees, which remain full and unconditional, as well as joint and several. The assumption did not impact our consolidated financial position, results of operations or cash flows. Financial information for ConocoPhillips Canada Funding Company I is presented in the “All Other Subsidiaries” column of our condensed consolidating financial information. The prior year comparative periods have been restated to reflect the current period condensed consolidating financial information presentation.

This condensed consolidating financial information
should be read in conjunction with the accompanying
consolidated financial statements and notes.

In April 2019,May 2020, ConocoPhillips received a $1.7 $
2.2
billion return of earnings and a $
0.8
billion return of capital from
ConocoPhillips Company to settle certain
accumulated intercompany balances.
This transaction had no impact
on our consolidated financial statements.
In May 2020, ConocoPhillips Company received
a $
2.4
billion return of earnings and a $
0.8
billion return of
capital from a nonguarantor subsidiary to settle
certain accumulated intercompany balances.
This transaction
had no impact on our consolidated financial statements.

In April

32
Millions of Dollars
Three Months Ended June 30, 2020
Income Statement
ConocoPhillips
ConocoPhillips
Company
Burlington
Resources LLC
All Other
Subsidiaries
Consolidating
Adjustments
Total
Consolidated
Revenues and Other Income
Sales and other operating revenues
$
-
1,329
-
1,420
-
2,749
Equity in earnings (losses) of affiliates
315
231
(304)
76
(241)
77
Gain on dispositions
-
7
-
589
-
596
Other income
1
563
-
30
-
594
Intercompany revenues
-
39
1
231
(271)
-
Total Revenues and Other Income
316
2,169
(303)
2,346
(512)
4,016
Costs and Expenses
Purchased commodities
-
1,188
-
194
(252)
1,130
Production and operating expenses
1
218
-
829
(1)
1,047
Selling, general and administrative expenses
3
138
-
15
-
156
Exploration expenses
-
19
-
78
-
97
Depreciation, depletion and amortization
-
160
-
998
-
1,158
Impairments
-
1
-
(3)
-
(2)
Taxes other than income taxes
-
23
-
118
-
141
Accretion on discounted liabilities
-
3
-
63
-
66
Interest and debt expense
67
98
33
22
(18)
202
Foreign currency transaction (gains) losses
-
(18)
-
25
-
7
Other expenses
-
(1)
-
(6)
-
(7)
Total Costs and Expenses
71
1,829
33
2,333
(271)
3,995
Income (loss) before income taxes
245
340
(336)
13
(241)
21
Income tax provision (benefit)
(15)
25
(7)
(260)
-
(257)
Net income (loss)
260
315
(329)
273
(241)
278
Less: net income attributable to noncontrolling interests
-
-
-
(18)
-
(18)
Net Income (Loss) Attributable to ConocoPhillips
$
260
315
(329)
255
(241)
260
Comprehensive Income (Loss) Attributable to ConocoPhillips
$
580
635
(83)
566
(1,118)
580
Income Statement
Three Months Ended June 30, 2019
Revenues and Other Income
Sales and other operating revenues
$
-
3,487
-
4,466
-
7,953
Equity in earnings of affiliates
1,637
2,088
533
173
(4,258)
173
Gain on dispositions
-
10
-
72
-
82
Other income
-
44
1
127
-
172
Intercompany revenues
-
23
10
1,782
(1,815)
-
Total Revenues and Other Income
1,637
5,652
544
6,620
(6,073)
8,380
Costs and Expenses
Purchased commodities
-
3,124
-
946
(1,396)
2,674
Production and operating expenses
1
657
-
1,113
(353)
1,418
Selling, general and administrative expenses
2
83
-
44
-
129
Exploration expenses
-
47
-
75
-
122
Depreciation, depletion and amortization
-
148
-
1,342
-
1,490
Impairments
-
-
-
1
-
1
Taxes other than income taxes
-
33
-
161
-
194
Accretion on discounted liabilities
-
4
-
83
-
87
Interest and debt expense
70
143
33
(15)
(66)
165
Foreign currency transaction losses
-
23
-
5
-
28
Other expenses
-
13
-
1
-
14
Total Costs and Expenses
73
4,275
33
3,756
(1,815)
6,322
Income before income taxes
1,564
1,377
511
2,864
(4,258)
2,058
Income tax provision (benefit)
(16)
(260)
(4)
741
-
461
Net income
1,580
1,637
515
2,123
(4,258)
1,597
Less: net income attributable to noncontrolling interests
-
-
-
(17)
-
(17)
Net Income Attributable to ConocoPhillips Company received a $3.3 billion return
$
1,580
1,637
515
2,106
(4,258)
1,580
Comprehensive Income Attributable to ConocoPhillips
$
1,667
1,724
623
2,182
(4,529)
1,667
See Notes to Consolidated Financial Statements.
33
Millions of Dollars
Six Months Ended June 30, 2020
Income Statement
ConocoPhillips
ConocoPhillips
Company
Burlington
Resources LLC
All Other
Subsidiaries
Consolidating
Adjustments
Total
Consolidated
Revenues and Other Income
Sales and other operating revenues
$
-
4,232
-
4,675
-
8,907
Equity in earnings (losses) of affiliates
(1,366)
351
(730)
309
1,747
311
Gain on dispositions
-
16
-
538
-
554
Other income (loss)
-
(1,083)
1
137
-
(945)
Intercompany revenues
-
69
4
1,138
(1,211)
-
Total Revenues and Other Income
(1,366)
3,585
(725)
6,797
536
8,827
Costs and Expenses
Purchased commodities
-
3,800
-
1,140
(1,149)
3,791
Production and operating expenses
1
378
1
1,842
(2)
2,220
Selling, general and administrative expenses
5
115
-
38
(5)
153
Exploration expenses
-
44
-
241
-
285
Depreciation, depletion and amortization
-
307
-
2,262
-
2,569
Impairments
-
3
-
516
-
519
Taxes other than income taxes
-
71
-
320
-
391
Accretion on discounted liabilities
-
7
-
126
-
133
Interest and debt expense
137
205
66
51
(55)
404
Foreign currency transaction gains
-
(19)
-
(64)
-
(83)
Other expenses
-
(7)
-
(6)
-
(13)
Total Costs and Expenses
143
4,904
67
6,466
(1,211)
10,369
Income (loss) before income taxes
(1,509)
(1,319)
(792)
331
1,747
(1,542)
Income tax provision (benefit)
(30)
47
(13)
(113)
-
(109)
Net income (loss)
(1,479)
(1,366)
(779)
444
1,747
(1,433)
Less: net income attributable to noncontrolling interests
-
-
-
(46)
-
(46)
Net Income (Loss) Attributable to ConocoPhillips
$
(1,479)
(1,366)
(779)
398
1,747
(1,479)
Comprehensive Loss Attributable to ConocoPhillips
$
(1,947)
(1,834)
(1,130)
(83)
3,047
(1,947)
Income Statement
Six Months Ended June 30, 2019
Revenues and Other Income
Sales and other operating revenues
$
-
7,468
-
9,635
-
17,103
Equity in earnings of affiliates
3,527
3,710
1,006
359
(8,241)
361
Gain on dispositions
-
5
-
94
-
99
Other income
1
552
1
320
-
874
Intercompany revenues
-
49
23
2,943
(3,015)
-
Total Revenues and Other Income
3,528
11,784
1,030
13,351
(11,256)
18,437
Costs and Expenses
Purchased commodities
-
6,621
-
2,250
(2,522)
6,349
Production and operating expenses
1
837
1
2,204
(354)
2,689
Selling, general and administrative expenses
6
212
-
69
(5)
282
Exploration expenses
-
94
-
138
-
232
Depreciation, depletion and amortization
-
284
-
2,752
-
3,036
Impairments
-
-
-
2
-
2
Taxes other than income taxes
-
79
-
390
-
469
Accretion on discounted liabilities
-
8
-
165
-
173
Interest and debt expense
139
292
66
35
(134)
398
Foreign currency transaction losses
-
29
-
11
-
40
Other expenses
-
25
-
(3)
-
22
Total Costs and Expenses
146
8,481
67
8,013
(3,015)
13,692
Income before income taxes
3,382
3,303
963
5,338
(8,241)
4,745
Income tax provision (benefit)
(31)
(224)
(9)
1,566
-
1,302
Net income
3,413
3,527
972
3,772
(8,241)
3,443
Less: net income attributable to noncontrolling interests
-
-
-
(30)
-
(30)
Net Income Attributable to ConocoPhillips
$
3,413
3,527
972
3,742
(8,241)
3,413
Comprehensive Income Attributable to ConocoPhillips
$
3,689
3,803
1,204
3,998
(9,005)
3,689
See Notes to Consolidated Financial Statements.
34
Millions of Dollars
June 30, 2020
Balance Sheet
ConocoPhillips
ConocoPhillips
Company
Burlington
Resources LLC
All Other
Subsidiaries
Consolidating
Adjustments
Total
Consolidated
Assets
Cash and cash equivalents
$
-
1,801
-
1,106
-
2,907
Short-term investments
-
3,934
-
51
-
3,985
Accounts and notes receivable
5
850
2
1,944
(1,269)
1,532
Investment in Cenovus Energy
-
971
-
-
-
971
Inventories
-
125
-
857
-
982
Prepaid expenses and other current assets
1
209
-
466
-
676
Total Current Assets
6
7,890
2
4,424
(1,269)
11,053
Investments, loans and long-term receivables*
29,249
39,784
10,711
13,457
(84,700)
8,501
Net properties, plants and equipment
-
3,561
-
37,559
-
41,120
Other assets
4
730
248
2,087
(697)
2,372
Total Assets
$
29,259
51,965
10,961
57,527
(86,666)
63,046
Liabilities and Stockholders’ Equity
Accounts payable
$
-
1,394
109
1,846
(1,269)
2,080
Short-term debt
(3)
4
14
131
-
146
Accrued income and other taxes
-
91
-
221
-
312
Employee benefit obligations
-
327
-
95
-
422
Other accruals
85
356
35
669
-
1,145
Total Current Liabilities
82
2,172
158
2,962
(1,269)
4,105
Long-term debt
3,795
6,667
2,123
2,267
-
14,852
Asset retirement obligations and accrued environmental costs
-
339
-
5,126
-
5,465
Deferred income taxes
-
-
-
4,598
(697)
3,901
Employee benefit obligations
-
1,186
-
400
-
1,586
Other liabilities and deferred credits*
447
5,814
919
8,925
(14,461)
1,644
Total Liabilities
4,324
16,178
3,200
24,278
(16,427)
31,553
Retained earnings
30,793
17,543
1,384
7,680
(20,049)
37,351
Other common stockholders’ equity
(5,858)
18,244
6,377
25,569
(50,190)
(5,858)
Total Liabilities and Stockholders’ Equity
$
29,259
51,965
10,961
57,527
(86,666)
63,046
*Includes intercompany loans.
Balance Sheet
December 31, 2019
Assets
Cash and cash equivalents
$
-
3,439
-
1,649
-
5,088
Short-term investments
-
2,670
-
358
-
3,028
Accounts and notes receivable
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
*Includes intercompany loans.
See Notes to Consolidated Financial Statements.
35
Millions of Dollars
Six Months Ended June 30, 2020
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
$
2,115
1,926
36
2,751
(4,566)
2,262
Cash Flows From Investing Activities
Capital expenditures and investments
-
(322)
(14)
(2,203)
14
(2,525)
Working capital changes associated
with investing activities
-
(49)
-
(202)
-
(251)
Proceeds from nonguarantor subsidiariesasset dispositions
765
1,327
-
1,174
(1,953)
1,313
Sales (purchases) of short-term investments
-
(1,324)
-
294
-
(1,030)
Long-term advances/loans—related parties
-
(10)
-
-
10
-
Collection of advances/loans—related parties
-
71
-
66
(71)
66
Intercompany cash management
(1,339)
(269)
(22)
1,630
-
-
Other
-
-
-
(35)
-
(35)
Net Cash Provided by (Used in) Investing Activities
(574)
(576)
(36)
724
(2,000)
(2,462)
Cash Flows From Financing Activities
Issuance of debt
-
-
-
10
(10)
-
Repayment of debt
-
-
-
(285)
71
(214)
Issuance of company common stock
95
-
-
-
(93)
2
Repurchase of company common stock
(726)
-
-
-
-
(726)
Dividends paid
(913)
(2,990)
-
(3,200)
6,190
(913)
Other
3
-
-
(439)
408
(28)
Net Cash Used in Financing Activities
(1,541)
(2,990)
-
(3,914)
6,566
(1,879)
Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted
Cash
-
-
-
(93)
-
(93)
Net Change in Cash, Cash Equivalents and Restricted Cash
-
(1,640)
-
(532)
-
(2,172)
Cash, cash equivalents and restricted cash at beginning of period
-
3,443
-
1,919
-
5,362
Cash, Cash Equivalents and Restricted Cash at End of Period
$
-
1,803
-
1,387
-
3,190
Statement of Cash Flows
Six Months Ended June 30, 2019*
Cash Flows From Operating Activities
Net Cash Provided by (Used in) Operating Activities
$
1,571
5,050
(40)
4,768
(5,564)
5,785
Cash Flows From Investing Activities
Capital expenditures and investments
-
(653)
-
(2,882)
169
(3,366)
Working capital changes associated
with investing activities
-
41
-
(17)
-
24
Proceeds from asset dispositions
-
217
-
559
(75)
701
Purchases of short-term investments
-
(50)
-
(435)
-
(485)
Long-term advances/loans—related parties
-
(19)
-
-
19
-
Collection of advances/loans—related parties
-
69
-
82
(89)
62
Intercompany cash management
1,082
(3,256)
40
2,134
-
-
Other
-
118
-
8
-
126
Net Cash Provided by (Used in) Investing Activities
1,082
(3,533)
40
(551)
24
(2,938)
Cash Flows From Financing Activities
Issuance of debt
-
-
-
19
(19)
-
Repayment of debt
-
(21)
-
(106)
89
(38)
Issuance of company common stock
43
-
-
-
(79)
(36)
Repurchase of company common stock
(2,002)
-
-
-
-
(2,002)
Dividends paid
(696)
(1,660)
-
(3,983)
5,643
(696)
Other
2
-
-
37
(94)
(55)
Net Cash Used in Financing Activities
(2,653)
(1,681)
-
(4,033)
5,540
(2,827)
Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted
Cash
-
(1)
-
27
-
26
Net Change in Cash, Cash Equivalents and Restricted Cash
-
(165)
-
211
-
46
Cash, cash equivalents and restricted cash at beginning of period
-
1,428
-
4,723
-
6,151
Cash, Cash Equivalents and Restricted Cash at End of Period
$
-
1,263
-
4,934
-
6,197
*Revised to settlereclassify certain accumulated intercompany balances. These transactions had
distributions from Operating Activities to ‘Proceeds
from asset dispositions’ within Investing Activities
based on the nature of the distributions.
There was no impact on our consolidated financial statements.

to Total
Consolidated results.

36

See Notes to Consolidated Financial Statements.

 

 

 

Millions of Dollars

 

 

 

Three Months Ended September 30, 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

$

-

 

3,493

 

-

 

4,263

 

-

 

7,756

Equity in earnings of affiliates

 

3,114

 

728

 

461

 

288

 

(4,301)

 

290

Gain (loss) on dispositions

 

-

 

2,695

 

-

 

(910)

 

-

 

1,785

Other income

 

-

 

136

 

2

 

124

 

-

 

262

Intercompany revenues

 

-

 

34

 

10

 

1,323

 

(1,367)

 

-

Total Revenues and Other Income

 

3,114

 

7,086

 

473

 

5,088

 

(5,668)

 

10,093

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Costs and Expenses

 

 

 

 

 

 

 

 

 

 

 

 

Purchased commodities

 

-

 

3,078

 

-

 

884

 

(1,252)

 

2,710

Production and operating expenses

 

-

 

290

 

-

 

1,091

 

(50)

 

1,331

Selling, general and administrative expenses

 

1

 

60

 

-

 

26

 

-

 

87

Exploration expenses

 

-

 

295

 

-

 

65

 

-

 

360

Depreciation, depletion and amortization

 

-

 

159

 

-

 

1,407

 

-

 

1,566

Impairments

 

-

 

12

 

-

 

12

 

-

 

24

Taxes other than income taxes

 

-

 

28

 

-

 

209

 

-

 

237

Accretion on discounted liabilities

 

-

 

4

 

-

 

82

 

-

 

86

Interest and debt expense

 

72

 

109

 

34

 

34

 

(65)

 

184

Foreign currency transaction (gains) losses

 

-

 

(6)

 

-

 

(15)

 

-

 

(21)

Other expenses

 

-

 

35

 

-

 

1

 

-

 

36

Total Costs and Expenses

 

73

 

4,064

 

34

 

3,796

 

(1,367)

 

6,600

Income before income taxes

 

3,041

 

3,022

 

439

 

1,292

 

(4,301)

 

3,493

Income tax provision (benefit)

 

(15)

 

(92)

 

(5)

 

534

 

-

 

422

Net income

 

3,056

 

3,114

 

444

 

758

 

(4,301)

 

3,071

Less: net income attributable to noncontrolling interests

 

-

 

-

 

-

 

(15)

 

-

 

(15)

Net Income Attributable to ConocoPhillips

$

3,056

 

3,114

 

444

 

743

 

(4,301)

 

3,056

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive Income Attributable to ConocoPhillips

$

3,229

 

3,287

 

384

 

939

 

(4,610)

 

3,229

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income Statement

 

Three Months Ended September 30, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues and Other Income

 

 

 

 

 

 

 

 

 

 

 

 

Sales and other operating revenues

$

-

 

4,330

 

-

 

5,119

 

-

 

9,449

Equity in earnings of affiliates

 

1,903

 

2,166

 

481

 

294

 

(4,550)

 

294

Gain on dispositions

 

-

 

75

 

-

 

38

 

-

 

113

Other income (loss)

 

-

 

(61)

 

-

 

370

 

-

 

309

Intercompany revenues

 

9

 

34

 

15

 

1,597

 

(1,655)

 

-

Total Revenues and Other Income

 

1,912

 

6,544

 

496

 

7,418

 

(6,205)

 

10,165

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Costs and Expenses

 

 

 

 

 

 

 

 

 

 

 

 

Purchased commodities

 

-

 

3,880

 

-

 

1,197

 

(1,547)

 

3,530

Production and operating expenses

 

-

 

298

 

-

 

1,084

 

(15)

 

1,367

Selling, general and administrative expenses

 

2

 

99

 

-

 

18

 

-

 

119

Exploration expenses

 

-

 

41

 

-

 

62

 

-

 

103

Depreciation, depletion and amortization

 

-

 

152

 

-

 

1,342

 

-

 

1,494

Impairments

 

-

 

1

 

-

 

43

 

-

 

44

Taxes other than income taxes

 

-

 

33

 

-

 

279

 

-

 

312

Accretion on discounted liabilities

 

-

 

4

 

-

 

85

 

-

 

89

Interest and debt expense

 

72

 

156

 

10

 

41

 

(93)

 

186

Foreign currency transaction (gains) losses

 

(12)

 

3

 

(42)

 

56

 

-

 

5

Other expenses

 

-

 

6

 

-

 

4

 

-

 

10

Total Costs and Expenses

 

62

 

4,673

 

(32)

 

4,211

 

(1,655)

 

7,259

Income before income taxes

 

1,850

 

1,871

 

528

 

3,207

 

(4,550)

 

2,906

Income tax provision (benefit)

 

(11)

 

(32)

 

(6)

 

1,082

 

-

 

1,033

Net income

 

1,861

 

1,903

 

534

 

2,125

 

(4,550)

 

1,873

Less: net income attributable to noncontrolling interests

 

-

 

-

 

-

 

(12)

 

-

 

(12)

Net Income Attributable to ConocoPhillips

$

1,861

 

1,903

 

534

 

2,113

 

(4,550)

 

1,861

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive Income Attributable to ConocoPhillips

$

2,056

 

2,098

 

612

 

2,277

 

(4,987)

 

2,056

See Notes to Consolidated Financial Statements.

37


 

 

 

 

Millions of Dollars

 

 

 

 

Nine Months Ended September 30, 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

 

 

$

-

 

10,961

 

-

 

13,898

 

-

 

24,859

Equity in earnings of affiliates

 

 

 

6,641

 

4,438

 

1,467

 

647

 

(12,542)

 

651

Gain (loss) on dispositions

 

 

 

-

 

2,700

 

-

 

(816)

 

-

 

1,884

Other income

 

 

 

1

 

688

 

3

 

444

 

-

 

1,136

Intercompany revenues

 

 

 

-

 

83

 

33

 

4,266

 

(4,382)

 

-

Total Revenues and Other Income

 

 

 

6,642

 

18,870

 

1,503

 

18,439

 

(16,924)

 

28,530

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Costs and Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchased commodities

 

 

 

-

 

9,699

 

-

 

3,134

 

(3,774)

 

9,059

Production and operating expenses

 

 

 

1

 

1,127

 

1

 

3,295

 

(404)

 

4,020

Selling, general and administrative expenses

 

 

 

7

 

272

 

-

 

95

 

(5)

 

369

Exploration expenses

 

 

 

-

 

389

 

-

 

203

 

-

 

592

Depreciation, depletion and amortization

 

 

 

-

 

443

 

-

 

4,159

 

-

 

4,602

Impairments

 

 

 

-

 

12

 

-

 

14

 

-

 

26

Taxes other than income taxes

 

 

 

-

 

107

 

-

 

599

 

-

 

706

Accretion on discounted liabilities

 

 

 

-

 

12

 

-

 

247

 

-

 

259

Interest and debt expense

 

 

 

211

 

401

 

100

 

69

 

(199)

 

582

Foreign currency transaction (gains) losses

 

 

 

-

 

23

 

-

 

(4)

 

-

 

19

Other expenses

 

 

 

-

 

60

 

-

 

(2)

 

-

 

58

Total Costs and Expenses

 

 

 

219

 

12,545

 

101

 

11,809

 

(4,382)

 

20,292

Income before income taxes

 

 

 

6,423

 

6,325

 

1,402

 

6,630

 

(12,542)

 

8,238

Income tax provision (benefit)

 

 

 

(46)

 

(316)

 

(14)

 

2,100

 

-

 

1,724

Net income

 

 

 

6,469

 

6,641

 

1,416

 

4,530

 

(12,542)

 

6,514

Less: net income attributable to noncontrolling interests

 

 

 

-

 

-

 

-

 

(45)

 

-

 

(45)

Net Income Attributable to ConocoPhillips

 

 

$

6,469

 

6,641

 

1,416

 

4,485

 

(12,542)

 

6,469

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive Income Attributable to ConocoPhillips

 

 

$

6,918

 

7,090

 

1,588

 

4,937

 

(13,615)

 

6,918

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income Statement

 

 

Nine Months Ended September 30, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues and Other Income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales and other operating revenues

 

 

$

-

 

11,774

 

-

 

14,977

 

-

 

26,751

Equity in earnings of affiliates

 

 

 

4,562

 

5,398

 

1,360

 

766

 

(11,319)

 

767

Gain on dispositions

 

 

 

-

 

78

 

-

 

97

 

-

 

175

Other income

 

 

 

-

 

230

 

-

 

443

 

-

 

673

Intercompany revenues

 

 

 

28

 

124

 

28

 

4,188

 

(4,368)

 

-

Total Revenues and Other Income

 

 

 

4,590

 

17,604

 

1,388

 

20,471

 

(15,687)

 

28,366

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Costs and Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchased commodities

 

 

 

-

 

10,571

 

-

 

3,758

 

(4,021)

 

10,308

Production and operating expenses

 

 

 

-

 

723

 

4

 

3,182

 

(58)

 

3,851

Selling, general and administrative expenses

 

 

 

7

 

254

 

-

 

80

 

(5)

 

336

Exploration expenses

 

 

 

-

 

132

 

-

 

135

 

-

 

267

Depreciation, depletion and amortization

 

 

 

-

 

427

 

-

 

3,917

 

-

 

4,344

Impairments

 

 

 

-

 

(9)

 

-

 

30

 

-

 

21

Taxes other than income taxes

 

 

 

-

 

111

 

-

 

657

 

-

 

768

Accretion on discounted liabilities

 

 

 

-

 

13

 

-

 

253

 

-

 

266

Interest and debt expense

 

 

 

219

 

456

 

35

 

121

 

(284)

 

547

Foreign currency transaction (gains) losses

 

 

 

22

 

(6)

 

38

 

(47)

 

-

 

7

Other expenses

 

 

 

-

 

348

 

6

 

(4)

 

-

 

350

Total Costs and Expenses

 

 

 

248

 

13,020

 

83

 

12,082

 

(4,368)

 

21,065

Income before income taxes

 

 

 

4,342

 

4,584

 

1,305

 

8,389

 

(11,319)

 

7,301

Income tax provision (benefit)

 

 

 

(47)

 

22

 

(25)

 

2,924

 

-

 

2,874

Net income

 

 

 

4,389

 

4,562

 

1,330

 

5,465

 

(11,319)

 

4,427

Less: net income attributable to noncontrolling interests

 

 

 

-

 

-

 

-

 

(38)

 

-

 

(38)

Net Income Attributable to ConocoPhillips

 

 

$

4,389

 

4,562

 

1,330

 

5,427

 

(11,319)

 

4,389

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive Income Attributable to ConocoPhillips

 

 

$

4,407

 

4,580

 

1,149

 

5,319

 

(11,048)

 

4,407

See Notes to Consolidated Financial Statements.

38


 

 

Millions of Dollars

 

 

September 30, 2019

Balance Sheet

ConocoPhillips

 

ConocoPhillips Company

 

Burlington Resources LLC

 

All Other Subsidiaries

 

Consolidating Adjustments

 

Total Consolidated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

$

-

 

3,450

 

-

 

3,743

 

-

 

7,193

Short-term investments

 

-

 

400

 

-

 

508

 

-

 

908

Accounts and notes receivable

 

5

 

1,905

 

2

 

4,518

 

(2,814)

 

3,616

Investment in Cenovus Energy

 

-

 

1,951

 

-

 

-

 

-

 

1,951

Inventories

 

-

 

141

 

-

 

814

 

-

 

955

Prepaid expenses and other current assets

 

-

 

188

 

-

 

406

 

-

 

594

Total Current Assets

 

5

 

8,035

 

2

 

9,989

 

(2,814)

 

15,217

Investments, loans and long-term receivables*

 

35,374

 

50,862

 

16,169

 

16,666

 

(109,936)

 

9,135

Net properties, plants and equipment

 

-

 

3,822

 

-

 

39,992

 

-

 

43,814

Other assets

 

4

 

933

 

227

 

2,003

 

(993)

 

2,174

Total Assets

$

35,383

 

63,652

 

16,398

 

68,650

 

(113,743)

 

70,340

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

$

-

 

2,869

 

-

 

3,116

 

(2,814)

 

3,171

Short-term debt

 

(3)

 

3

 

14

 

107

 

-

 

121

Accrued income and other taxes

 

-

 

56

 

-

 

1,021

 

-

 

1,077

Employee benefit obligations

 

-

 

415

 

-

 

128

 

-

 

543

Other accruals

 

56

 

348

 

38

 

588

 

-

 

1,030

Total Current Liabilities

 

53

 

3,691

 

52

 

4,960

 

(2,814)

 

5,942

Long-term debt

 

3,793

 

6,671

 

2,132

 

2,203

 

-

 

14,799

Asset retirement obligations and accrued environmental costs

 

-

 

410

 

-

 

5,677

 

-

 

6,087

Deferred income taxes

 

-

 

-

 

-

 

5,686

 

(993)

 

4,693

Employee benefit obligations

 

-

 

1,373

 

-

 

413

 

-

 

1,786

Other liabilities and deferred credits*

 

2,949

 

9,598

 

989

 

9,169

 

(20,911)

 

1,794

Total Liabilities

 

6,795

 

21,743

 

3,173

 

28,108

 

(24,718)

 

35,101

Retained earnings

 

32,926

 

23,494

 

2,467

 

11,876

 

(31,279)

 

39,484

Other common stockholders’ equity

 

(4,338)

 

18,415

 

10,758

 

28,573

 

(57,746)

 

(4,338)

Noncontrolling interests

 

-

 

-

 

-

 

93

 

-

 

93

Total Liabilities and Stockholders’ Equity

$

35,383

 

63,652

 

16,398

 

68,650

 

(113,743)

 

70,340

*Includes intercompany loans.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance Sheet

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.

 

 

39


 

 

Millions of Dollars

 

Nine Months Ended September 30, 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 (Used in) Operating Activities

$

1,486

 

6,408

 

(56)

 

6,662

 

(6,378)

 

8,122

 

Cash Flows From Investing Activities

 

 

 

 

 

 

 

 

 

 

 

 

Capital expenditures and investments

 

-

 

(2,308)

 

-

 

(4,329)

 

1,596

 

(5,041)

Working capital changes associated with investing activities

 

-

 

76

 

-

 

(59)

 

-

 

17

Proceeds from asset dispositions

 

-

 

2,732

 

763

 

1,026

 

(1,601)

 

2,920

Sales (purchases) of short-term investments

 

-

 

(400)

 

-

 

(265)

 

-

 

(665)

Long-term advances/loans—related parties

 

-

 

(810)

 

-

 

-

 

810

 

-

Collection of advances/loans—related parties

 

-

 

141

 

-

 

147

 

(161)

 

127

Intercompany cash management

 

2,224

 

(1,970)

 

56

 

(310)

 

-

 

-

Other

 

-

 

(149)

 

-

 

3

 

-

 

(146)

Net Cash Provided by (Used in) Investing Activities

 

2,224

 

(2,688)

 

819

 

(3,787)

 

644

 

(2,788)

 

Cash Flows From Financing Activities

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of debt

 

-

 

-

 

-

 

810

 

(810)

 

-

Repayment of debt

 

-

 

(21)

 

-

 

(199)

 

161

 

(59)

Issuance of company common stock

 

75

 

-

 

-

 

-

 

(114)

 

(39)

Repurchase of company common stock

 

(2,751)

 

-

 

-

 

-

 

-

 

(2,751)

Dividends paid

 

(1,037)

 

(1,660)

 

-

 

(4,832)

 

6,492

 

(1,037)

Other

 

3

 

-

 

(763)

 

682

 

5

 

(73)

Net Cash Used in Financing Activities

 

(3,710)

 

(1,681)

 

(763)

 

(3,539)

 

5,734

 

(3,959)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

-

 

(12)

 

-

 

(56)

 

-

 

(68)

 

Net Change in Cash, Cash Equivalents and Restricted Cash

 

-

 

2,027

 

-

 

(720)

 

-

 

1,307

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

$

-

 

3,455

 

-

 

4,003

 

-

 

7,458

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Statement of Cash Flows

Nine Months Ended September 30, 2018*

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash Flows From Operating Activities

 

 

 

 

 

 

 

 

 

 

 

 

Net Cash Provided by (Used in) Operating Activities

$

(169)

 

791

 

818

 

8,762

 

(1,051)

 

9,151

 

Cash Flows From Investing Activities

 

 

 

 

 

 

 

 

 

 

 

 

Capital expenditures and investments

 

-

 

(771)

 

(12)

 

(4,369)

 

19

 

(5,133)

Working capital changes associated with investing activities

 

-

 

(77)

 

-

 

20

 

-

 

(57)

Proceeds from asset dispositions

 

2,500

 

379

 

1,926

 

199

 

(4,610)

 

394

Sales of short-term investments

 

-

 

-

 

-

 

996

 

-

 

996

Long-term advances/loans—related parties

 

-

 

(36)

 

(117)

 

(10)

 

163

 

-

Collection of advances/loans—related parties

 

-

 

3,432

 

-

 

129

 

(3,442)

 

119

Intercompany cash management

 

514

 

3,426

 

(2,564)

 

(1,376)

 

-

 

-

Other

 

-

 

-

 

-

 

16

 

-

 

16

Net Cash Provided by (Used in) Investing Activities

 

3,014

 

6,353

 

(767)

 

(4,395)

 

(7,870)

 

(3,665)

 

Cash Flows From Financing Activities

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of debt

 

-

 

10

 

-

 

153

 

(163)

 

-

Repayment of debt

 

-

 

(4,865)

 

(53)

 

(3,494)

 

3,442

 

(4,970)

Issuance of company common stock

 

234

 

-

 

-

 

-

 

(113)

 

121

Repurchase of company common stock

 

(2,073)

 

-

 

-

 

-

 

-

 

(2,073)

Dividends paid

 

(1,009)

 

-

 

-

 

(1,217)

 

1,217

 

(1,009)

Other

 

3

 

(2,511)

 

-

 

(2,141)

 

4,538

 

(111)

Net Cash Used in Financing Activities

 

(2,845)

 

(7,366)

 

(53)

 

(6,699)

 

8,921

 

(8,042)

 

Effect of Exchange Rate Changes on Cash and Cash Equivalents

 

-

 

4

 

-

 

(44)

 

-

 

(40)

 

Net Change in Cash and Cash Equivalents

 

-

 

(218)

 

(2)

 

(2,376)

 

-

 

(2,596)

Cash and cash equivalents at beginning of period

 

-

 

234

 

3

 

6,299

 

-

 

6,536

Cash and Cash Equivalents at End of Period

$

-

 

16

 

1

 

3,923

 

-

 

3,940

*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.

See Notes to Consolidated Financial Statements.

40


36
Item 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

Management’s
Discussion and Analysis is the company’s analysis of its financial performance and of
significant trends that may affect future performance.
It should be read in conjunction with the financial
statements and notes.
It contains forward-looking statements including, without limitation,
statements relating
to the company’s
plans, strategies, objectives, expectations
and intentions that are made pursuant to the “safe
harbor” provisions of the Private Securities Litigation Reform
Act of 1995.
The words “anticipate,” “estimate,
“estimate,” “believe,” “budget,” “continue,” “could,
“could,” “intend,” “may,” “plan,” “potential,” “predict,” “seek,
“seek,” “should,” “will,” “would,” “expect,” “objective,
“objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,
“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 63.

59.

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 1716 countries.
Our diverse,
low cost of supply portfolio includes resource-rich
unconventional plays in North America;
conventional
assets in North America, Europe and North Africa, Asia and Australia;Asia; LNG
developments; oil sands assets in Canada;
and an inventory of
global conventional and unconventional exploration
prospects. Headquartered in Houston, Texas, at September
At June 30, 2019,2020, we employed approximately 10,400
9,700 people worldwide and had total assets
of $70$63 billion.

Overview

Global

The energy landscape changed dramatically in 2020 with
simultaneous demand and supply shocks that drove
the industry into a severe downturn.
The demand shock was triggered by COVID-19,
which was declared a
global pandemic and caused unprecedented social
and economic consequences.
Mitigation efforts to stop the
spread of this contagious disease included stay-at-home
orders and business closures that caused sharp
contractions in economic activity worldwide.
The supply shock was triggered by disagreements
between
OPEC and Russia, beginning in early
March, which resulted in significant supply coming
onto the market and
an oil price war.
These dual demand and supply shocks caused
oil prices to collapse as we exited the first
quarter.
As we entered the second quarter, predictions of COVID-19 driven global
oil demand losses intensified, with
forecasts of unprecedented demand declines.
Based on these forecasts, OPEC plus nations held
an emergency
meeting, and in April they announced a coordinated
production cut that was unprecedented in both its
magnitude and duration.
The OPEC plus countries agreed to cut production
by 9.7 MMBOD in May and June,
9.6 MMBOD in July, and 7.7 MMBOD from August to December.
From January 2021 to April 2022, they
agreed to cut production by 5.8 MMBOD.
Additionally, non-OPEC plus countries, including the U.S.,
Canada, Brazil and other G-20 countries,
announced organic reductions to production through the
release of
drilling rigs, frac crews, normal field decline
and curtailments.
Despite these planned production decreases,
the supply cuts were not timely enough to overcome
significant demand decline.
Futures prices for April WTI
closed under $20 a barrel for the first time
since 2001, followed by May WTI settling below zero on the
day
before futures contracts expiry, as holders of May futures contracts struggled to
exit positions and avoid taking
physical delivery.
As storage constraints approached, spot prices in
April for certain North American
landlocked grades of crude oil were in the single digits
or even negative for particularly remote or low-grade
crudes, while waterborne priced crudes such as Brent
sold at a relative advantage.
37
Since the start of the severe downturn, we have closely
monitored the market and taken prudent actions in
response to this situation.
We entered the year in a position of relative strength, with cash and cash equivalents
of more than $5 billion, short-term investments
of $3 billion, and an undrawn credit facility
of $6 billion,
totaling approximately $14 billion in available
liquidity.
Additionally, we had several entity and asset sales
agreements in place, which generated $1.3 billion
in proceeds from dispositions during the first
six-months of
2020.
For more information about the sales of our Australia-West and non-core Lower 48 assets,
see Note 4—
Asset Acquisitions and Dispositions in the
Notes to Consolidated Financial Statements.
This relative
advantage allowed us to be measured in our response
to the sudden change in business environment.
In March, we announced an initial set of actions
to address the downturn and followed up with additional
actions in April.
The combined announcements reflected a reduction
in our 2020 operating plan capital of $2.3
billion, a reduction to our operating costs of
$600 million and suspension of our share repurchase
program.
These actions will decrease uses of cash by over
$5 billion in 2020.
We also established a framework for
evaluating and implementing economic curtailments
considering the weakness in oil prices during the
second
quarter of 2020,
which resulted in taking an additional significant
step of curtailing production, predominantly
from operated North American assets.
Due to our strong balance sheet, we were in an advantaged
position to
forgo some production and cash flow in anticipation
of receiving higher cash flows for those volumes
in the
future.
In the second quarter, we curtailed production by an estimated 225 MBOED,
with 145 MBOED of the
curtailments from the Lower 48, 40 MBOED from
Alaska and 30 MBOED from our Surmont operation
in
Canada.
The remainder of the second-quarter curtailments
were primarily in Malaysia.
Other industry
operators also cut production and development plans
and as we progressed through the second quarter, stay-at-
home restrictions eased, which partially restored
lost demand, and WTI and Brent prices exited the
second
quarter around $40 per barrel.
While we remain cautious regarding the recent
oil market recovery and continue to monitor
global market
conditions and COVID-19 hotspots around the world,
based on our economic criteria, we restored
curtailed
production in Alaska during July.
We also brought some curtailed volumes in the Lower 48 back online and
expect to be fully restored in September.
At Surmont, we began restoring production in
July, though the ramp
will be slower due to planned turnarounds in the
third quarter and limited staffing in the fields as a COVID-19
mitigation measure.
We continue to monitor pricing and evaluate curtailments across our assets on a month-
by-month basis.
At June 30, 2020,
we had $12.9 billion of liquidity, comprised of $2.9 billion in cash and
cash equivalents,
$4.0 billion in short-term investments, and an undrawn
credit facility of $6 billion.
On July 8, 2020, we
announced a quarterly dividend of 42 cents per share
to be distributed on September 1, 2020 to shareholders
of
record as of July 20, 2020.
In July 2020, we signed a definitive agreement
to acquire additional Montney acreage for cash
consideration of
approximately $375 million before customary adjustments,
plus the assumption of approximately $30 million
in financing obligations for associated partially
owned infrastructure.
This acquisition consists primarily of
undeveloped properties and includes 140,000
net acres in the liquids-rich Inga Fireweed asset
Montney zone,
which is directly adjacent to our existing Montney
position, as well as 15 MBOED of production.
Upon
completion of this transaction, we will have a Montney
acreage position of 295,000 net acres with a 100
percent working interest.
The transaction is subject to regulatory
approval and is expected to close in the third
quarter of 2020 with an effective date of July 1, 2020.
Our expectation is that commodity prices will
remain cyclical and volatile, and a successful
business strategy
in the E&P industry must be resilient in
lower price environments, at the same time retaining
upside during
periods of higher prices.
While we are not impervious to current market
conditions, our decisive actions over
the last several years of focusing on free cash flow generation,
high-grading our asset base, lowering the cost
of supply of our investment resource base, and strengthening
our balance sheet have put us in a strong relative
position compared to our independent E&P peers.
Although recent prices have been extremely volatile, in 2019. Optimism about worldwide economic growth during the first quarter turned
we
38
remain committed 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. Our business strategy anticipates prices will remain volatile and is designed to be resilient in lower price environments, with significant upside during periods of higher prices. Portfolio diversification and optimization, debt reduction and disciplined capital investment have positioned our company to navigate through periods of volatile energy prices.

Ourcore value proposition

principles, namely, to focus on financial returns, maintain financial strength, growa
strong balance sheet, deliver compelling returns
of capital, and maintain disciplined capital
investments.
Our workforce and operations have adjusted to
mitigate the impacts of the COVID-19 global
pandemic.
We
have operations in remote areas with confined spaces,
such as offshore platforms, the North Slope of Alaska,
Curtis Island in Australia, western Canada and
Indonesia, where viruses could rapidly spread.
Personnel are
asked to perform a self-assessment for symptoms
of illness each day and, when appropriate,
are subject to
more restrictive measures traveling to and working
on location.
Staffing levels in certain operating locations
have been reduced to minimize health risk exposure
and increase social distancing.
A large portion of our dividend
office staff have been successfully working remotely, with offices around the world carefully designing
and
executing a flexible, phased reentry, following national, state and local guidelines.
Workforce health and
safety remains the overriding driver for our actions
and we have demonstrated our ability
to adapt to local
conditions as warranted.
These mitigation measures have thus far been effective
at protecting employees’
health and reducing business operation disruptions.
The marketing and supply chain side of our business
has also adapted in response to COVID-19.
Our
commercial organization is managing transportation commitments
considering curtailment measures.
Our
supply chain function is proactively working with
vendors to ensure the continuity of our
business operations,
monitor distressed service and materials providers,
capture deflation opportunities, and pursue disciplined growth, are being executed in accordance with our priorities for allocating cash flows from the business. These priorities are: invest capital at a level that maintains flat production volumes and pays 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; repurchase shares to provide value to our shareholders; and invest capital 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.

cost
reduction

41

efforts.

In the third quarter of 2019, we continued to deliver on our priorities. We achieved production growth of 8 percent on a total BOE basis compared with the third quarter of 2018, with higher value oil volumes growing 12 percent. Cash provided by operating activities of $2.3 billion exceeded capital expenditures and investments of $1.7 billion. After distributing $0.3 billion of dividends to shareholders and repurchasing $0.7 billion of our common stock, we ended the quarter with cash, cash equivalents and restricted cash totaling $7.5 billion and $0.9 billion of short-term investments. In July, we announced an increase to our expected full-year 2019 share repurchases to $3.5 billion, an increase of $0.5 billion from previously stated plans. 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.

Operationally, we remain focused on safely executing the business.
In the second quarter of 2020, production
of 981 MBOED generated cash from operating activities
of $0.2 billion.
We invested $0.9 billion into the
business in the form of capital expenditures and
paid dividends to shareholders of $0.5 billion.
Production
decreased 351 MBOED or 26 percent in the second
quarter of 2020, compared to the second quarter
of 2019,
primarily due to curtailments and the divestiture
of our operating plan and staying attentive to our costs. Production excluding Libya was 1,322 MBOEDU.K. assets in the third quarter of 2019, an increase the
divestiture
of 98 MBOED compared withour Australia-West business and several non-core assets in the same periodLower 48 during the
first six-months of 2018. Our underlying production, which excludes
2020, and the declaration of force majeure in Libya
in February 2020.
Excluding Libya, and the net volume impact from adjusting for
closed dispositions and acquisitions of 58 MBOEDestimated curtailments,
production in 2019 and 43 MBOED in 2018, increased 83 MBOED compared with the third quarter of 2018. Production on a per debt-adjusted share basis grew by 6 percent compared with the third quarter of 2018. Production per debt-adjusted share is calculated on an underlying production basis using ending period debt divided by ending share price plus ending shares outstanding. We believe production per debt-adjusted share is useful to investors as it provides a consistent view of production on a total equity basis by converting debt to equity and allows for comparison across peer companies.

In the second quarter of 2019, we completed2020 was slightly

higher
than 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 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. In the nine-monthsame period of 2019, we recorded a $1.8 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. year ago.

In the first nine months of 2019, production associated with the U.K. assets sold was 68 MBOED. Year-end 2018 reserves associated with the U.K. assets sold was 99 MMBOE. Results of operations for the U.K. are reported within our Europe and North Africa segment.

In October 2019, we announced 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 decisionhalf of the Barossa development project. These subsidiaries hold our 37.5 percent interest in the Barossa Projectyear we recognized a $1.1

billion before 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 other specific conditions precedent. In the first nine months of 2019, production associated with the Australia-West assets to be sold was 49 MBOED. Year-end 2018 reserves associated with these assets were 38 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.

For additional information after-tax unrealized loss

on our dispositions, see Note 5—Asset Dispositions 208 million
Cenovus Energy common shares and $0.4 billion after-tax
in the Notes to Consolidated Financial Statements. Proceeds from these transactions will be used for general corporate purposes.

42


Business Environment

Dated Brent crude oil prices have ranged from a low of $53 per barrel to a high of $75 per barrel in the first nine months of 2019. The energy industry has periodically experienced volatilityimpairments due to fluctuating supply-and-demand conditions. low domestic natural

gas
prices.
Persistent low commodity prices may result in
further proved and unproved property impairments,
including to certain equity method investments.
COP20202q10qp41i0.gif
COP20202q10qp41i1.gif
39
-
1
2
3
4
20
40
60
80
Q2'18
Q3'18
Q4'18
Q1'19
Q2'19
Q3'19
Q4'19
Q1'20
Q2'20
WTI/Brent
$/Bbl
WTI Crude Oil, Brent Crude Oil and Henry Hub Natural Gas Prices
Quarterly Averages
WTI - $/Bbl
Brent - $/Bbl
HH - $/MMBTU
HH
Business Environment
Commodity prices are the most significant
factor impacting our profitability and related reinvestment
of
operating cash flows into our business.
Among other dynamics that could influence world
energy markets and
commodity prices are global economic health, supply
or demand disruptions or fears thereof caused
by civil
unrest, orglobal pandemics, military conflicts,
actions taken by OPEC plus and other major
oil producing
countries, environmental laws, tax regulations,
governmental policies and weather-related
disruptions.
Our
strategy is to create value through price cycles
by delivering on the financial and operational
priorities that
underpin our value proposition.

Our earnings and operating cash flows generally
correlate with industry price levels for crude oil
and natural gas, the prices of which
are subject to factors external to the company and over
which we have no control.
The following graph depicts
the trend in average benchmark prices for WTI
crude oil, at Cushing, Dated Brent crude oil and Henry Hub natural
gas:



MarketChart



Brent crude oil prices averaged $61.94$29.20 per barrel
in the thirdsecond quarter of 2019, 2020,
a decrease of 1858 percent compared with $75.27 per barrel in the third quarter of 2018, and a decrease of 10 percent
compared with $68.82 per barrel in the second quarter
of 2019. Crude
WTI at Cushing crude oil prices for WTI averaged $56.44 per barrel in the third quarter of 2019, a decrease of 19 percent compared with $69.71 per barrel in the third quarter of 2018, and a decrease of 6 percent compared with $59.80
$27.85 per barrel in the second quarter of 2020,
a decrease of 53 percent compared with $59.80 per
barrel in
the second quarter of 2019. Prices decreased relative
Oil prices fell significantly as producers failed to
reduce output sufficiently or
timely enough to offset the same period of 2018 primarilydemand reduction due to macroeconomic demand concerns.

COVID-19.

Henry Hub natural gas prices averaged $2.23 $1.71
per MMBTU in the thirdsecond quarter of 2019, 2020,
a decrease of 23 percent compared with $2.91 per MMBTU in the third quarter of 2018, and a decrease of 16 35
percent compared with $2.64 per MMBTU in the second
quarter of 2019. Prices
Henry Hub prices decreased relative to the same period of 2018 due to seasonally mild weather reducing demand
high storage levels and growing U.S. natural gas production.

weak domestic and LNG feedstock

demand.
Our realized bitumen price decreased from $34.15averaged negative $23.11 per barrel in the third quarter of 2018 to $32.54 per barrel in the same period of 2019, primarily due to declines in the WTI benchmark price, which were partly offset by improvements in the WCS differential to WTI at Hardisty and lower diluent costs. Compared with $37.20 per barrel
in the second quarter of 2019, our third quarter 2019 realized bitumen price decreased due to reductions

2020, a decrease of

43


in the WTI benchmark price and a widening WCS differential to WTI at Hardisty, partly offset by lower diluent costs. The WCS differential to WTI at Hardisty decreased in the third quarter of 2019,$60 per barrel compared towith $37.20 per barrel

in the second quarter of 2019, due2019.
The decrease in the second
quarter of 2020 was driven by lower blend price
for Surmont sales, largely attributed to increaseda weakening
WTI
price and a narrowing spread between the local market
and U.S. sales points, which challenged
both pipeline
and rail economics.
As a result, we curtailed production, attributableand an increasing
portion of remaining blend sales
were directed to easing of curtailment levels in Canada and upstream producers returning from turnarounds.

the lower priced local market.

In addition, we incurred unutilized transportation
costs which
negatively impacted our realized bitumen price.
Our total average realized price was $47.07$23.09 per BOE
in the second quarter of 2020, compared
with $50.50 per
BOE in the thirdsecond quarter of 2019, compared with $57.71 per BOE in the third quarter of 2018 due to lower realized oil, natural gas and NGL prices.



2019.

40
Key Operating and Financial Summary

Significant items during the thirdsecond quarter
of 20192020 included the following:

Cash provided by operating activities was $2.3 billion and exceeded capital expenditures and investments of $1.7 billion.

Repurchased $0.75 billion of shares and paid $0.34 billion in dividends.

Third-quarter production excluding Libya of 1,322 MBOED; year-over-year underlying production grew 7 percent overall and 6 percent on a debt-adjusted share basis.

Increased production from the Lower 48 Big 3 unconventional plays—Eagle Ford, Bakken and Delaware—by 21 percent year-over-year.

Executed turnarounds in Alaska, Malaysia and Norway.

Ended the quarter with cash, cash equivalents and
restricted cash totaling $7.5$3.2 billion and
short-term
investments of $0.9$4.0 billion.

Produced 981 MBOED excluding Libya; curtailed
approximately 225 MBOED.
Completed the U.K.Australia-West divestiture, generating $2.2$0.8 billion in proceeds.

Completed

Distributed $0.5 billion in dividends.
In July, announced a planned bolt-on acquisition of adjacent acreage in the previouslyliquids-rich
Montney.
Outlook
Capital and Production
In February 2020, we announced Alaska Nuna discovery acreage 2020 operating
plan capital of $6.5 billion to $6.7 billion.
In response to the
recent oil market downturn, we announced capital
expenditure reductions totaling $2.3 billion.
This does not
include capital for acquisitions.
In July 2020, we announced a planned bolt-on
acquisition in the liquids-rich
area of the Montney for approximately $0.1$0.4 billion.

Announced

In the Australia-West divestiture agreement for $1.4 billion, plus customary closing adjustments, subjectsecond quarter, we curtailed production by an estimated 225 MBOED,
with 145 MBOED of the
curtailments from the Lower 48, 40 MBOED from
Alaska and 30 MBOED from our Surmont operation
in
Canada.
The remainder of the second-quarter curtailments
were primarily in Malaysia.
Prices rebounded off
their second quarter lows, with Brent crude at
the end of June near $40 per barrel, and based
on our economic
criteria, we restored curtailed production in Alaska
during July.
We also brought some curtailed volumes in
the Lower 48 back online and expect to regulatorybe fully
restored in September.
At Surmont, we began restoring
production in July, though the ramp will be slower due to planned turnarounds in
the third quarter and other approvals.

Announced a 38 percent increaselimited

staffing in the quarterly dividendfields as a COVID-19 mitigation measure.
We continue to $0.42 per share,monitor pricing and $3evaluate
curtailments across our assets on a month-by-month
basis.
Estimated curtailments for the third quarter of 2020
are 115 MBOED.
Depreciation, Depletion and Amortization
DD&A expense was $1.2 billion in planned 2020 share repurchases.

Discontinued exploration activitiesthe second quarter

of 2020.
Proved reserves estimates were updated in the Central Louisiana Austin Chalk trend
current quarter utilizing trailing twelve-month
oil and recognized $186gas prices, which increased second
quarter DD&A
expense by approximately $70 million after-tax in leasehold impairmentbefore-tax.
If oil and dry hole expenses.

Outlook

Production and Capital Guidance

Fourth-quarter 2019 production is expectedgas prices persist at depressed levels,

our reserve
estimates may decrease further, which could incrementally increase
the rate used to be 1,265 to 1,305 MBOED. The guidance excludes Libya and reflects the impacts from the completed U.K. disposition.

Capital expenditures are expected to be $6.3 billion versusdetermine DD&A expense

on our original budget of $6.1 billion, attributable to additional appraisal drilling in Alaska and the addition of a drilling rig in the Eagle Ford at mid-year 2019. This guidance excludes approximately $0.3 billion for opportunistic acquisitions completed or announced and results in total capital expenditures and investments of $6.6 billion. Guidance also excludes obligations under the previously announced PSC extension awarded by the Government of Indonesia.

unit-of-production method properties.

44


41
RESULTS OF OPERATIONS

Unless otherwise indicated, discussion of results for the three-
and nine-monthsix-month periods ended SeptemberJune 30, 2019,2020, is
based on a comparison with the corresponding periods of 2018.

2019.

Consolidated Results

A summary of the company's net income (loss)
attributable to ConocoPhillips by business segment
follows:

 

 

 

 

 

 

 

 

 

 

Millions of Dollars

 

Three Months Ended

 

Nine Months Ended

September 30

September 30

 

 

2019

 

2018

 

2019

 

2018

 

 

 

 

 

 

 

 

 

Alaska

$

306

 

427

 

1,152

 

1,369

Lower 48

 

26

 

513

 

425

 

1,231

Canada

 

51

 

34

 

273

 

2

Europe and North Africa

 

2,001

 

241

 

2,615

 

776

Asia Pacific and Middle East

 

613

 

577

 

1,655

 

1,504

Other International

 

73

 

316

 

285

 

267

Corporate and Other

 

(14)

 

(247)

 

64

 

(760)

Net income attributable to ConocoPhillips

$

3,056

 

1,861

 

6,469

 

4,389



Millions of Dollars
Three Months Ended
Six Months Ended
June 30
June 30
2020
2019
2020
2019
Alaska
$
(141)
462
(60)
846
Lower 48
(365)
206
(802)
399
Canada
(86)
100
(195)
222
Europe and North Africa
11
407
86
614
Asia Pacific and Middle East
662
517
1,060
1,042
Other International
(6)
81
22
212
Corporate and Other
185
(193)
(1,590)
78
Net income (loss) attributable to ConocoPhillips
$
260
1,580
(1,479)
3,413
Net income attributable to ConocoPhillips
in the second quarter of 2020 decreased $1,320 million.
Earnings
were negatively impacted by:
Lower realized commodity prices.
Lower sales volumes, primarily due to production
curtailments across our North American
operated
assets and the divestiture of our U.K. assets in
the third quarter of 2019 increased $1.2 billion. and Australia-West assets in
the second quarter of 2020.
The absence of a $234 million U.S. tax benefit
related to the recognition of U.S. tax basis in
our
disposed U.K. subsidiaries.
The absence of $115 million benefit related to the settlement
of certain tax disputes and enhanced oil
recovery credits.
The release of $92 million of deferred tax assets
in our Corporate segment as a result of the
Australia-
West divestiture.
The absence of other income of $84 million after-tax
related to our settlement agreement with
Petróleos de Venezuela, S.A. (PDVSA).
Second quarter 2020 net income decreases were partly
offset by:
Higher gain on dispositions primarily due to
a $597 million after-tax gain related to our Australia-
West divestiture.
A $521
million higher after-tax unrealized gain on our
Cenovus Energy common shares reflected in
other income.
Lower production and operating expenses,
primarily due to decreased wellwork and transportation
costs associated with production curtailments
across our North American operated assets as well
as
the absence of costs related to our U.K. divestiture.
Lower DD&A primarily due to lower volumes related
to production curtailments and the cessation of
DD&A related to our Australia-West divestiture, partly offset by higher DD&A rates due to
price-
related downward reserve revisions.
42
Net loss attributable to ConocoPhillips in
the six-month period ended June 30, 2020, decreased
$4,892 million.
Earnings were positivelynegatively impacted by:

A $1.8 billion after-tax gain associated with the completion of the sale of two ConocoPhillips U.K. subsidiaries to Chrysaor E&P Limited.

Higher crude oil

Lower realized commodity prices.
Lower sales volumes, primarily due to growth in the Lower 48 unconventionals and from the acquisition of incremental interests innormal field
decline, production curtailments across our
North
American operated assets in Alaska duringand the fourth quarterdivestiture of 2018.

An unrealized gain of $116 million after-tax on our Cenovus Energy (CVE) common shares

U.K. assets in the third quarter of 2019 and our
Australia-West assets in the absencesecond quarter of a $572020.
A $1,140 million after-tax unrealized loss on thoseour
Cenovus Energy common shares in the third quartersix-month
period of 2018.

A $1642020, reflected in other income, as compared

to a $373 million income tax benefitafter-tax unrealized gain in
the six-month period of 2019.
Higher impairments of $400 million after-tax,
primarily related to deepwater incentivenon-core gas assets in our Lower
48
segment.
The absence of a $234 million U.S. tax credits recognized for Malaysia Block G.

Third quarter 2019 net income increases were partly offset by:

Lower realized crude oil, NGL and natural gas prices.

Lowerbenefit

related to the recognition of U.S. tax basis in
our
disposed U.K. subsidiaries.
The absence of other income of $231 million after-tax
related to our settlement agreement with Petróleos de Venezuela, S.A. (PDVSA) of $239 million after-tax.

Higher exploration expenses, primarily in our Lower 48 segment due to $186 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.

45


Net income attributable to ConocoPhillips in the nine-month period ended September 30, 2019, increased

$2.1 billion. Earnings were positively impacted by:

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.

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.

A $328 million higher after-tax unrealized gain on our Cenovus Energy common shares reflected in other income.

The absence of premiums on debt retirements totaling $195a $115 million after-tax.

A $164 million income tax benefit related to deepwater incentive tax credits recognized for Malaysia Block G.

Increased earnings of $115 million related to the settlement

of certain tax disputes and enhanced oil
recovery credits.

Earnings

The release of $92 million of deferred tax assets
in our Corporate segment as a result of our Australia-
West divestiture.
The decreases in earnings in the nine-monthsix-month period
ended SeptemberJune 30, 2019, 2020,
were negatively impactedpartly offset by:

Lower realized crude oil, NGL and natural gas prices.

Higher exploration expenses,gain on dispositions primarily in our Lower 48 segment due to $194
a $597 million after-tax of leasehold impairment and dry hole costs associated withgain related to our decision to discontinue exploration activities in the Central Louisiana Austin Chalk trend.

Higher DD&A associated with increased production volumes, primarily in the Australia-

West
divestiture.
Lower 48 and Alaska.

Higher production and operating expenses,

primarily due to decreased wellwork and transportation
costs associated with increased production curtailments
across our North American operated assets
as well as
the absence of costs related to our U.K. divestiture.
Lower DD&A primarily due to lower volumes primarilyrelated
to production curtailments and the cessation
of
DD&A related to our Australia-West divestiture, partly offset by higher DD&A rates due to
price-
related downward reserve revisions.
The absence of impairments related to equity method
investments of $120 million after-tax in the
Lower 48, and Alaska.

Lowerrecorded within equity in earnings of affiliates.

See the “Segment Results” section for additional
information.
Income Statement Analysis
Sales and other operating revenues for the three-
and six-month periods of 2020 decreased $5,204
million and
$8,196 million,
mainly due to lower realized commodity prices
and lower sales volumes due to production
curtailments from our North American operated
assets and the divestiture of our U.K. assets
in the third quarter
of 2019 and our Australia-West assets in the second quarter of 2020.
Equity in earnings of affiliates for the three-
and six-month periods of 2020 decreased
$96 million and $50
million primarily due to lower earnings from QG3
and APLNG as a result of lower LNG prices and
sales
volumes for both affiliates and lower oil prices at QG3.
Partly offsetting the decrease in equity in earnings of
affiliates were the absence of impairments ofrelated
to equity method investments in our Lower 48 segment
of $120 million after-tax in 2019.

The absence of a $109 million after-tax benefit from an accrual reduction related to a transportation cost ruling by the FERC.

See the “Segment Results” section for additional information.

Income Statement Analysis

Sales and other operating revenues for the three- and nine-month periods of 2019 decreased 18 percent and 7 percent, respectively, mainly due to lower realized crude oil, NGL and natural gas prices, partly offset by higher sales volumes of crude oil in the Lower 48 and Alaska.

Equity in earnings of affiliates for the nine-month period of 2019 decreased $116 million, primarily due to impairments of equity method investments in our Lower 48 segment of $95

$95 million in the second quarter of 2019 and $60 $155
million in the first quartersix-month period of 2019.
43
Gain on dispositions for the three-
and six-month periods of 2020 increased $514
million and $455 million
primarily due to a $587 million before-tax gain associated
with our Australia-West divestiture.
For more
information, see Note 5—4—Asset Dispositions Acquisitions
and Note 3—Variable Interest Entities,Dispositions in the Notes to Consolidated
Financial
Statements.

Gain on dispositions

Other income (loss) for the second quarter of 2020
increased $1.7 billion in the three- and nine-month periods of 2019,$422 million, primarily due to a $1.8 billion
$521 million
higher before-tax unrealized gain associated withon our Cenovus
Energy common shares, partly offset by the completionabsence of the sale of two ConocoPhillips U.K. subsidiaries to Chrysaor E&P Limited. For additional information$89
million before-tax related to our U.K. disposition, see Note 5—Asset Dispositions.

settlement

agreement with PDVSA.
Other income for in the nine-monthsix-month period of 2019 increased $463
2020 decreased $1,819 million, primarily due to a $302$1.14
billion before-tax unrealized loss on our Cenovus
Energy common shares compared to a $373 million before-tax higher
unrealized gain on those shares in the six-
month period of 2019 and the absence of $236 million
before-tax related to our Cenovus Energy common shares.

settlement agreement

with
PDVSA.
For discussion of our Cenovus Energy shares, see Note 7—
6—Investment in Cenovus Energy, in the Notes to
Consolidated Financial Statements.

For discussion of our PDVSA settlement, see Note
12—Contingencies

46

and Commitments, in the Notes to Consolidated Financial

Statements.

Purchased commodities for the three- and nine-month six-month
periods
of 20192020 decreased 23 percent$1,544 million and 12 percent, $2,558
million,
respectively, primarily due to lower crude oil and natural gas volumes purchased
and lower natural gas
and crude oil prices.

Production and operating expenses for the nine-month periodthree-
and six-month periods of 2019 increased $169 2020 decreased $371
million or 4 percent,and
$469 million, respectively, mainly due to lower costs associated with higherthe divestiture
of our U.K. and Australia-
West assets, and decreased production volumes, primarily in the Lower 48 and Alaska.

Exploration expenses for the three- and nine-month periods of 2019 increased $257 million and $325 million, respectively, primarily due to higher leasehold impairment production curtailments,

and dry hole costslower legal
accruals in our Lower 48 segment. Inand Other International
segments.
Selling, general and administrative expenses decreased
$129 million in the third quartersix-month period of 2019, we recorded a $141 million before-tax leasehold impairment expense 2020,
primarily
due to our decisionlower costs associated with compensation
and benefits, including mark to discontinue exploration activities in the Central Louisiana Austin Chalk trend. Dry hole costs in the Lower 48 increased by approximately $120 million before-tax in the third quarter, primarily related to this play.

market

impacts of certain key
employee compensation programs.
DD&A for the three-
and nine-monthsix-month periods of 2019 increased 5 percent2020 decreased
$332 million and 6 percent,$467 million, respectively,
mainly due to higherlower production volumes inrelated to
production curtailments and the Lower 48divestiture
of our
Australia-West and Alaska,U.K. assets, partly offset by lower expense in our Europe and North Africa segmenthigher DD&A rates due to the cessation of DD&A for our disposed U.K. assets. We ceased DD&A for our disposed U.K. subsidiaries in the second quarter of 2019 when these assets became held-for-sale. price-related downward
reserve
revisions.
For more information regarding the completed U.K.Australia-West divestiture, see Note 5—4—Asset Dispositions.

Other expensesAcquisitions

and
Dispositions in the Notes to Consolidated Financial
Statements.
Impairments increased $517 million in
the six-month period of 2020, primarily due to a $511 million before-
tax impairment of certain non-core gas assets in
our Lower 48 segment due to a significant
decrease in the
outlook for natural gas prices.
See Note 8—Impairments in the Notes to Consolidated
Financial Statements,
for additional information.
Foreign currency transaction (gain) loss decreased $292 $123
million in the nine-monthsix-month period of 2019,2020, primarily
due
to the absence of a $206 million before-tax expense for premiums on early debt retirements and lower pension settlement expense.

gains recognized from foreign currency derivatives.

See Note 22—13—Derivative and Financial Instruments
in
the Notes to Consolidated Financial Statements,
for additional information.
See Note 21—Income Taxes, in the Notes to Consolidated Financial Statements,
for information regarding our
income tax provision (benefit) and effective tax rate.

47


Summary Operating Statistics

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Nine Months Ended

 

September 30

September 30

 

 

2019

 

2018

 

2019

 

2018

Average Net Production

 

 

 

 

 

 

 

 

Crude oil (MBD)

 

710

 

635

 

709

 

632

Natural gas liquids (MBD)

 

114

 

106

 

114

 

102

Bitumen (MBD)

 

63

 

65

 

59

 

65

Natural gas (MMCFD)*

 

2,871

 

2,732

 

2,826

 

2,771

 

 

 

 

 

 

 

 

 

 

Total Production (MBOED)

 

1,366

 

1,261

 

1,353

 

1,261

 

 

 

 

 

 

 

Dollars Per Unit

Average Sales Prices

 

 

 

 

 

 

 

 

Crude oil (per barrel)

$

59.57

 

73.05

 

61.26

 

69.74

Natural gas liquids (per barrel)

 

15.59

 

35.14

 

20.24

 

31.31

Bitumen (per barrel)

 

32.54

 

34.15

 

34.11

 

26.46

Natural gas (per thousand cubic feet)

 

4.74

 

5.81

 

5.17

 

5.37

 

 

 

 

 

 

 

 

Millions of Dollars

Exploration Expenses

 

 

 

 

 

 

 

 

General administrative, geological and geophysical,

 

 

 

 

 

 

 

 

 

lease rental, and other

$

67

 

75

 

231

 

203

Leasehold impairment

 

154

 

16

 

196

 

36

Dry holes

 

139

 

12

 

165

 

28

 

 

$

360

 

103

 

592

 

267

*Represents quantities available for sale and excludes gas equivalent of natural gas liquids included above.



Exploration Expenses

General administrative, geological and geophysical,
lease rental, and other
$
94
81
215
164
Leasehold impairment
-
25
31
42
Dry holes
3
16
39
26
$
97
122
285
232
*Represents quantities available for sale and excludes gas equivalent of natural gas
liquids included above.
We explore for, produce, transport and market crude oil, bitumen, natural gas, LNG and NGLs on a
worldwide
basis. During the third quarter of 2019,
At June 30, 2020, our operations were producing
in the U.S., Norway, the U.K., Canada, Australia, Timor-Leste, Indonesia,
China, Malaysia,
Qatar and Libya.

Total production increased 105decreased 351 MBOED or 826 percent in the second quarter of 2020,
primarily due to:
Production curtailments, primarily from
our North American operated assets and Malaysia.
Normal field decline.
The divestiture of our U.K. assets in the third
quarter of 2019, primarilyour Australia-West assets in the second
quarter of 2020, and non-core Lower 48 assets in
the first quarter of 2020.
No production in Libya due to:

to the forced shutdown

of the Es Sider export terminal and other
eastern
export terminals after a period of civil unrest.
The decrease in second quarter 2020 production was
partly offset by:
New wells online in the Lower 48.

An increased interest48, Canada, Norway

and China.
45
Total production decreased 211 MBOED or 16 percent in the Greater Kuparuk Area (GKA)six-month period of Alaska following an acquisition closed2020,
primarily due to:
Normal field decline.
Production curtailments, primarily from
our North American operated assets and Malaysia.
The divestiture of our U.K. assets in the fourth third
quarter of 2018.

Higher2019, our Australia-West assets in the second

quarter of 2020, and non-core Lower 48 assets in
the first quarter of 2020.
Lower production in NorwayLibya due to drilling activitythe forced shutdown
of the Es Sider export terminal and the startupother
eastern export terminals after a period of Aasta Hansteen in December 2018.

Lower unplanned downtime, primarily civil unrest

in the U.K. and Malaysia.

first quarter of 2020.

The increasedecrease in third quarter 2019 production during the six-month period
of 2020 was partly offset by:

Normal field decline.

Disposition impacts from non-core asset sales, primarily in the Lower 48.

48


Total production increased 92 MBOED or 7 percent in the nine-month period of 2019, primarily due to:

New wells online in the Lower 48.

An increased interest in the Western North Slope (WNS)48, Norway, Canada and 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 the nine-month period of 2019 was partly offset by:

Normal field decline.

Disposition impacts from non-core asset sales, primarily in the Lower 48.

Planned turnarounds at the Greater Ekofisk Area in Norway, QG3 in Qatar and Surmont in Canada.

China.

Production excluding Libya was 1,322981 MBOED in
the thirdsecond quarter of 2019, an increase2020, a decrease of 98
309 MBOED or 8 percent. Our underlying production, which excludes Libya and
compared with the net volume impact fromsame period of 2019.
Adjusting for closed dispositions and acquisitionsLibya, production
decreased
212 MBOED primarily due to production curtailments
and normal field decline, partly offset by new wells
online in the Lower 48, Norway, Canada and China.
Excluding closed dispositions, estimated curtailment
impacts of 58225 MBOED in 2019 and 43 MBOED in 2018, increased 83 MBOED or 7 percent.

Libya, production was

slightly higher compared with the same
period a year ago.
Production excluding Libya was 1,3101,130 MBOED in
the nine-monthsix-month period of 2019, an increase 2020, a decrease
of 90173 MBOED or 7 percent. Our underlying production, which excludes Libya and
compared with the net volume impact fromsame period of 2019.
Adjusting for closed dispositions and acquisitions of 67 Libya, production
decreased 79
MBOED primarily due to normal field decline
and production curtailments, partly offset by new wells
online
in 2019the Lower 48, Norway, Canada and 47 MBOED in 2018, increased 69 MBOED or 6 percent.

China.

49


Table of Contents

Segment Results

 

 

 

 

 

 

 

 

 

Alaska

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Nine Months Ended

September 30

September 30

 

2019

 

2018

 

2019

 

2018

 

 

 

 

 

 

 

 

 

Net Income Attributable to ConocoPhillips

 

 

 

 

 

 

 

 

(millions of dollars)

$

306

 

427

 

1,152

 

1,369

 

 

 

 

 

 

 

 

 

Average Net Production

 

 

 

 

 

 

 

 

Crude oil (MBD)

 

190

 

152

 

200

 

165

Natural gas liquids (MBD)

 

11

 

12

 

15

 

14

Natural gas (MMCFD)

 

6

 

5

 

7

 

6

 

 

 

 

 

 

 

 

 

Total Production (MBOED)

 

202

 

165

 

216

 

180

 

 

 

 

Average Sales Prices

 

 

 

 

 

 

 

 

Crude oil (dollars per barrel)

$

62.78

 

76.47

 

64.34

 

72.44

Natural gas (dollars per thousand cubic feet)

 

3.01

 

2.52

 

3.23

 

2.51



46
Segment Results
Alaska
Three Months Ended
Six Months Ended
June 30
June 30
2020
2019
2020
2019
Net Income (Loss) Attributable to ConocoPhillips
($MM)
$
(141)
462
(60)
846
Average Net Production
Crude oil (MBD)
153
199
175
205
Natural gas liquids (MBD)
13
17
16
17
Natural gas (MMCFD)
8
7
8
7
Total Production
(MBOED)
167
217
192
223
Average Sales Prices
Crude oil ($ per bbl)
$
26.81
67.57
42.52
65.11
Natural gas ($ per MCF)
2.56
3.19
2.82
3.31
The Alaska segment primarily explores for, produces, transports
and markets crude oil, NGLs and natural gas.
As of SeptemberJune 30, 2019,2020, Alaska contributed 2426 percent
of our worldwide liquids production and less than
1
percent of our worldwide natural gas production.

Earnings from Alaska fordecreased $603 million
and $906 million in the third quarterthree-
and six-month periods of 2019 decreased $121 million,2020,
respectively, primarily because ofdriven by lower realized crude oil prices, the absence of enhanced oil recovery credits, and higher DD&A and production and operating expenses associated with higher production volumes. Partly offsetting the decrease in earnings was higher
lower crude oil sales volumes due to an increased interest in GKA following an acquisition completed in
production curtailments at our operated assets on
the fourth quarterNorth Slope—the Greater Kuparuk Area
(GKA) and
Western North Slope (WNS)—and the absence of 2018.

Earnings from Alaska for$81 million of tax benefits related

to the nine-month periodsettlement of 2019 decreased $217 million, primarily because of lower realized crude oil prices, higher production
certain tax disputes and operating expenses and DD&A associated with higher production volumes, and lower enhanced
oil recovery credits. Partly offsetting the decrease in earnings were higher crude oil sales volumes due to increased interests in the WNS and GKA following acquisitions completed in 2018.

Average production increased 37decreased 50 MBOED and 31 MBOED in the third quarterthree- and six-month
periods of 2019, 2020,
primarily due to acquiring incremental interests in curtailments at our operated assets
on the North Slope—GKA during the fourth quarter of 2018, which increased production 35 MBOED in the current period. Production also increased in the third quarter due to lower planned downtime,and WNS—and normal
field
decline, partly offset by normal field decline. Average production increased 36 MBOED in the nine-month period of 2019, primarily due to acquiring incremental interests in WNS during thenew wells online at WNS.
Curtailment Update
The second quarter of 2018 and incremental interests2020 production impact from
curtailments in GKAAlaska was estimated to be
40 MBOED.
Based on our economic criteria, we restored curtailed
production in Alaska during the fourth quarter of 2018. These acquisitions increased production by a combined 41 MBOED in the nine-month period of 2019.July.
47
Lower 48
Three Months Ended
Six Months Ended
June 30
June 30
2020
2019
2020
2019
Net Income (Loss) Attributable to ConocoPhillips
($MM)
$
(365)
206
(802)
399
Average Net Production also increased in the nine-month period of 2019 due to lower planned downtime. These production increases were partly offset by normal field decline.

Acquisition Update

In the third quarter of 2019, we completed the previously announced Nuna discovery acreage acquisition for approximately $100 million, expanding the Kuparuk River Unit and leveraging legacy infrastructure.

50


Table of Contents

Crude oil (MBD)

Lower 48

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Nine Months Ended

September 30

September 30

 

2019

 

2018

 

2019

 

2018

 

 

 

 

 

 

 

 

 

Net Income Attributable to ConocoPhillips

 

 

 

 

 

 

 

 

(millions of dollars)

$

26

 

513

 

425

 

1,231

 

 

 

 

 

 

 

 

 

Average Net Production

 

 

 

 

 

 

 

 

Crude oil (MBD)

 

277

 

240

 

264

 

218

Natural gas liquids (MBD)

 

84

 

73

 

80

 

68

Natural gas (MMCFD)

 

649

 

608

 

604

 

589

 

 

 

 

 

 

 

 

 

Total Production (MBOED)

 

469

 

414

 

444

 

384

 

 

 

 

Average Sales Prices

 

 

 

 

 

 

 

 

Crude oil (dollars per barrel)

$

54.38

 

67.73

 

55.63

 

65.38

Natural gas liquids (dollars per barrel)

 

13.04

 

32.17

 

17.03

 

28.06

Natural gas (dollars per thousand cubic feet)

 

1.80

 

2.80

 

2.19

 

2.63



166

269
218
257
Natural gas liquids (MBD)
64
82
77
78
Natural gas (MMCFD)
486
593
582
581
Total Production
(MBOED)
311
450
392
432
Average Sales Prices
Crude oil ($ per bbl)
$
19.87
59.17
32.92
56.31
Natural gas liquids ($ per bbl)
6.95
17.91
9.81
19.20
Natural gas ($ per MCF)
1.18
2.10
1.36
2.41
The Lower 48 segment consists of operations located
in the U.S. Lower 48 states, as well as producing
properties in the Gulf of Mexico.
As of SeptemberJune 30, 2019,2020, the Lower 48 contributed 39
41 percent of our worldwide
liquids production and 2124 percent of our worldwide
natural gas production.

Earnings from the Lower 48 fordecreased $571 million
and $1,201 million in the third quarterthree-
and six-month periods of 2019 decreased $487 million,
2020, respectively, primarily due to lower realized crude oil, NGL and natural
gas prices and higher exploration expenses associated with our decisionlower sales
volumes due to discontinue exploration activitiesproduction curtailments.
The earnings decrease in the Central Louisiana Austin Chalk trend. In the third quarter, we recorded approximately $186 million after-taxthree- and six-month
periods of exploration expenses related to this play comprised of leasehold impairment and dry hole costs. Additionally, earnings 2020
were partly offset by lower in the third quarter due to higher DD&A primarily associated with increasedexpense, lower production volumes. Partly offsetting the decrease in earnings was increased crude oil and NGL volumes in the Eagle Ford, Bakken and Delaware in the Permian Basin.

In the nine-month period of 2019, earnings decreased $806 million, primarily due to lower realized crude oil, NGL and natural gas prices; higher DD&A associated with increased production volumes; higher exploration expenses, primarily due to $194 million of leasehold impairment and dry hole costs associated with our decision to discontinue exploration activities in the Central Louisiana Austin Chalk trend; higher production

and operating expenses, associated with higher production volumes; and lower increased equity in
earnings in equityof affiliates. Earnings in equity affiliates were reduced due to a $47 million after-tax impairment associated with the sale of our interests in the Golden Pass LNG Terminal and Golden Pass Pipeline in the first quarter of 2019 and a $73 million after-tax impairment associated with our investment in the MWCC
DD&A expense in the second quarter of 2019. Partly offsetting2020 decreased
due to lower production
volumes, primarily associated with curtailments,
partly offset by higher DD&A rates driven by price-related
downward reserve revisions.
In addition to the decrease in earnings was increased crude oil and NGL volumesitems detailed above, in the Eagle Ford, Bakken and Delawaresix-month
period of 2020, earnings
decreased due to a $399 million after-tax impairment
related to certain non-core gas assets in the Permian Basin.

For additional information related to our impairment

Wind River
Basin operations area, partly offset by the absence of MWCC, see$120
million of impairments in equity method
investments.
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 Dispositions8—Impairments and Note 14—Fair
Value
Measurement in the Notes to Consolidated
Financial Statements.

Statements, for additional information

related to the Wind River Basin operations area impairment.
Total average production increased 55decreased 139 MBOED and 6040 MBOED in the three-
and nine-monthsix-month periods of 2019, 2020,
respectively, primarily due to normal field decline, production curtailments
and higher unplanned downtime.
Partly offsetting the production decrease, was new production
from unconventional assets in the Eagle Ford, Bakken
Permian and DelawareBakken.
Curtailment Update
The second quarter 2020 production impact from
curtailments in the Permian Basin, partly offset by normal field decline. Additionally, production decreased by 12 MBOEDLower 48 was estimated
to be 145
MBOED.
Based on our economic criteria, we brought some
curtailed volumes in the three-Lower 48 back online
in
July and nine-month periods of 2019 dueexpect to non-core dispositionsbe fully restored by September.
48
Canada
Three Months Ended
Six Months Ended
June 30
June 30
2020
2019**
2020
2019**
Net Income (Loss) Attributable to ConocoPhillips
($MM)
$
(86)
100
(195)
222
Average Net Production
Crude oil (MBD)
5
1
4
1
Natural gas liquids (MBD)
2
1
1
-
Bitumen (MBD)
34
51
50
57
Natural gas (MMCFD)
40
8
30
8
Total Production
(MBOED)
48
54
60
59
Average Sales Prices*
Crude oil ($ per bbl)
8.69
-
15.39
-
Natural gas liquids ($ per bbl)
1.64
-
1.89
-
Natural gas ($ per MCF)
0.79
-
1.05
-
Bitumen ($ per bbl)
(23.11)
37.20
(3.09)
35.00
*Average sales prices in 2018.

51


Asset Disposition 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. In the second quarter of 2019, we completed2020 include unutilized transportation costs.

**Average prices for sales of bitumen excludes additional value realized from the sale.



Canada

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Nine Months Ended

September 30

September 30

 

2019

 

2018

 

2019

 

2018

 

 

 

 

 

 

 

 

 

Net Income Attributable to ConocoPhillips

 

 

 

 

 

 

 

 

(millions of dollars)

$

51

 

34

 

273

 

2

 

 

 

 

 

 

 

 

 

Average Net Production

 

 

 

 

 

 

 

 

Crude oil (MBD)

 

1

 

1

 

1

 

1

Natural gas liquids (MBD)

 

-

 

2

 

-

 

1

Bitumen (MBD)

 

63

 

65

 

59

 

65

Natural gas (MMCFD)

 

9

 

12

 

8

 

13

 

 

 

 

 

 

 

 

 

Total Production (MBOED)

 

66

 

70

 

62

 

69

 

 

 

 

Average Sales Prices

 

 

 

 

 

 

 

 

Bitumen (dollars per barrel)*

 

32.54

 

34.15

 

34.11

 

26.46

*Average prices for sales of bitumen excludes additional value realized from the purchase and sale of third-party volumes for optimization of our pipeline capacity between Canada and the U.S. Gulf Coast.



purchase and sale of third-party volumes for optimization of

our pipeline capacity between Canada and the U.S. Gulf Coast.
Our Canadian operations mainly consist of an oil
sands development in the Athabasca Region of
northeastern
Alberta and a liquids-rich unconventional play
in western Canada.
As of SeptemberJune 30, 2019,2020, Canada contributed 7 8
percent of our worldwide liquids production and
less than 1 percent of our worldwide natural
gas production.

Earnings from Canada increased $17decreased $186 million
and $417 million in the third quarterthree-
and six-month periods of 2019, 2020,
primarily because of lower DD&A expense due to lower rates from reserve additions and lower bitumen price realizations,
production and operating expenses. Earnings increased $271 million in curtailments at Surmont,
the nine-month period of 2019, mainly due to higher realized bitumen prices; lower DD&A expense due to lower rates from reserve additions; a $68 million tax benefit primarily comprisedabsence of a previously unrecognizable tax basis
$41 million gain on dispositions related to a tax settlement; lower productioncontingent
payment, and operating expenses; andthe absence of a $25 million tax
benefit
due to a four year phased four percent reduction in Alberta’s corporate income
tax rate.
Partly offsetting the nine-month period increasethis
decrease in earnings were lower sales volumes was a $48 million refund from
the Alberta Tax & Revenue Administration in the second
quarter of 2020.
In addition to the items detailed above, in the
six-month period of 2020, earnings decreased
due to the absence of a $68 million tax
benefit related to a tax settlement.
Total average production decreased 6 MBOED in the second quarter of 2020, primarily
due to production
curtailments at Surmont, partly offset by the absence of a planned
turnaround at Surmont and new production
from Pad 1 at Montney.
Total average production increased 1 MBOED in the six-month period of 2020,
primarily due to first production from Pad 1 at
Montney commencing February 2020 and the
absence of a
planned turnaround at Surmont, partly offset by curtailments
at Surmont.
Curtailment Update
The second quarter 2020 production impact from
curtailments in Canada was estimated to be 30
MBOED net.
Based on our economic criteria, we began to restore
some curtailed production at Surmont
in July.
Planned Acquisition
In July 2020, we signed a definitive agreement
to acquire additional Montney acreage for cash consideration
of
approximately $375 million before customary adjustments,
plus the assumption of approximately $30 million
in financing obligations for associated partially
owned infrastructure.
This acquisition primarily consists of
undeveloped properties and a mandated production curtailment imposed by the Alberta government in January 2019.

Total average production decreased 4 MBOEDincludes 140,000

net acres in the three-month periodliquids-rich Inga Fireweed asset
Montney zone,
which is directly adjacent to our existing Montney
position,
as well as 15 MBOED of 2019, primarily dueproduction.
Upon
completion of this transaction, we will have a Montney
acreage position of 295,000 net acres with a 100
49
percent working interest.
The transaction is subject to a mandated production curtailment imposed by the Alberta government which impacted productionregulatory
approval and is expected to close in the third
quarter by 3 MBOED. The curtailment measure, which began in January of 2020 with an effective date of July 1, 2020.
Europe and North Africa
Three Months Ended
Six Months Ended
June 30
June 30
2020
2019 is intended
2020
2019
Net Income Attributable to strengthen the WCS differential to WTI at Hardisty and is currently anticipated to expire in December 2020. ConocoPhillips
($MM)
$
11
407
86
614
Average Net Production
Crude oil (MBD)
75
130
84
141
Natural gas liquids (MBD)
5
6
5
8
Natural gas (MMCFD)
264
518
287
560
Total average production decreased 7 MBOED in the nine-month period of 2019, primarily due to a 4 MBOED impact from a planned turnaround in Surmont and 3 MBOED related to a mandated production curtailment.

Production

52


Europe and North Africa

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Nine Months Ended

September 30

September 30

 

2019

 

2018

 

2019

 

2018

 

 

 

 

 

 

 

 

 

Net Income Attributable to ConocoPhillips

 

 

 

 

 

 

 

 

(millions of dollars)

$

2,001

 

241

 

2,615

 

776

 

 

 

 

 

 

 

 

 

Average Net Production

 

 

 

 

 

 

 

 

Crude oil (MBD)

 

149

 

145

 

143

 

147

Natural gas liquids (MBD)

 

7

 

8

 

7

 

8

Natural gas (MMCFD)

 

473

 

452

 

531

 

502

 

 

 

 

 

 

 

 

 

Total Production (MBOED)

 

235

 

229

 

238

 

240

 

 

 

 

Average Sales Prices

 

 

 

 

 

 

 

 

Crude oil (dollars per barrel)

$

63.47

 

76.54

 

65.17

 

71.38

Natural gas liquids (dollars per barrel)

 

23.20

 

38.80

 

28.65

 

37.75

Natural gas (dollars per thousand cubic feet)

 

3.60

 

7.62

 

4.98

 

7.40



124

223
137
242
Average Sales Prices
Crude oil ($ per bbl)
$
32.32
69.65
44.70
66.16
Natural gas liquids ($ per bbl)
16.76
32.00
18.75
31.49
Natural gas ($ per MCF)
2.21
4.42
3.03
5.58
The Europe and North Africa segment consists
of operations principally located in the Norwegian and U.K. sectors
sector of the
North Sea and the Norwegian Sea, Libya and Libya. commercial
operations in the U.K.
As of SeptemberJune 30, 2019,2020, our
Europe and North Africa operations contributed 17
12 percent of our worldwide liquids production
and 1912 percent
of our worldwide natural gas production.

Earnings for Europe and North Africa increaseddecreased by approximately $1.8 billion
$396 million and $528 million in the three- and nine-month six-month
periods of 2019,2020, respectively, primarily due to a gain associated withour U.K. divestiture in the completionthird
quarter of 2019, the saleabsence of two ConocoPhillips U.K. subsidiaries to Chrysaor E&P Limited. The nine-month period gain associated with this sale was approximately $2.1 billion after-tax, comprised of
a U.S. tax benefit of $234 million recorded in the second quarter, related toassociated
with the recognition of U.S. tax basis in our
disposed U.K.
subsidiaries, to be sold, and an additional $1.8 billion upon completion of the salelower crude oil and natural gas realizations.
Average production decreased 99 MBOED and 105 MBOED in the third quarter recognized as gain on dispositions. Earnings in boththree-
and six-month periods also increasedof 2020,
respectively, primarily 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 lower realized natural gas and crude oil prices.

Average production increased 3 percentdisposition in the third quarter of 2019, primarily

lower production in Libya due
to a cessation of production following a period
of civil unrest, and normal field decline.
Partly offsetting these
decreases in production were the absence of planned
turnarounds at the Greater Ekofisk
Area and new wells
online in Norway.
Force Majeure in Libya
Production ceased February 12, 2020 due to new wells online in Norway a forced
shutdown of the Es Sider export terminal
and the U.K., including the rampup of production at Aasta Hansteen in Norway, and lower unplanned downtime. Partly offsetting this increase in production, was normal field decline and planned turnarounds in the U.K. and Norway. Average production decreased 1 percent in the nine-monthother
eastern export terminals after a period of 2019.

Asset Disposition Update

In April civil unrest.

It is unknown when exports will resume.
50
Asia Pacific and Middle East
Three Months Ended
Six Months Ended
June 30
June 30
2020
2019 we entered into an agreement
2020
2019
Net Income Attributable 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. In the nine-month period of 2019, we recorded a $1.8 billion before-tax and $2.1 billion after-tax gain associated with this transaction. Together the subsidiaries sold indirectly held our exploration and production assets in the U.K. In the first nine months of 2019, production associated with the U.K. assets sold was 68 MBOED. Year-end 2018 reserves associated with the U.K. assets sold were 99 MMBOE.For additional information, see Note 5—Asset Dispositions in the Notes to
($MM)
$
662
517
1,060
1,042
Average Net Production
Crude oil (MBD)
Consolidated Financial Statements.

operations

53


Asia Pacific and Middle East

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Nine Months Ended

 

September 30

September 30

 

 

2019

 

2018

 

2019

 

2018

 

 

 

 

 

 

 

 

 

 

Net Income Attributable to ConocoPhillips

 

 

 

 

 

 

 

 

 

(millions of dollars)

$

613

 

577

 

1,655

 

1,504

 

 

 

 

 

 

 

 

 

 

Average Net Production

 

 

 

 

 

 

 

 

Crude oil (MBD)

 

 

 

 

 

 

 

 

 

Consolidated operations

 

79

 

84

 

88

 

87

 

Equity affiliates

 

14

 

13

 

13

 

14

 

Total crude oil

 

93

 

97

 

101

 

101

 

 

 

 

 

 

 

 

 

 

Natural gas liquids (MBD)

 

 

 

 

 

 

 

 

 

Consolidated operations

 

4

 

3

 

4

 

3

 

Equity affiliates

 

8

 

8

 

8

 

8

 

Total natural gas liquids

 

12

 

11

 

12

 

11

 

 

 

 

 

 

 

 

 

 

Natural gas (MMCFD)

 

 

 

 

 

 

 

 

 

Consolidated operations

 

658

 

630

 

633

 

617

 

Equity affiliates

 

1,076

 

1,025

 

1,043

 

1,044

 

Total natural gas

 

1,734

 

1,655

 

1,676

 

1,661

 

 

 

 

 

 

 

 

 

 

Total Production (MBOED)

 

394

 

383

 

393

 

388

 

 

 

 

 

 

 

 

 

 

Average Sales Prices

 

 

 

 

 

 

 

 

Crude oil (dollars per barrel)

 

 

 

 

 

 

 

 

 

Consolidated operations

$

62.01

 

74.78

 

64.75

 

71.98

 

Equity affiliates

 

59.91

 

76.62

 

61.23

 

73.00

 

Total crude oil

 

61.69

 

75.02

 

64.28

 

72.13

Natural gas liquids (dollars per barrel)

 

 

 

 

 

 

 

 

 

Consolidated operations

 

30.13

 

52.30

 

38.13

 

48.15

 

Equity affiliates

 

30.18

 

49.71

 

36.49

 

45.74

 

Total natural gas liquids

 

30.17

 

50.71

 

37.04

 

46.48

Natural gas (dollars per thousand cubic feet)

 

 

 

 

 

 

 

 

 

Consolidated operations

 

5.78

 

6.53

 

6.01

 

5.88

 

Equity affiliates

 

6.40

 

6.35

 

6.48

 

5.70

 

Total natural gas

 

6.17

 

6.42

 

6.31

 

5.76



89

70
91
Equity affiliates
14
14
13
13
Total crude oil
75
103
83
104
Natural gas liquids (MBD)
Consolidated operations
1
4
2
4
Equity affiliates
8
8
7
7
Total natural gas liquids
9
12
9
11
Natural gas (MMCFD)
Consolidated operations
423
578
522
622
Equity affiliates
1,056
1,064
1,046
1,026
Total natural gas
1,479
1,642
1,568
1,648
Total Production
(MBOED)
331
388
354
390
Average Sales Prices
Crude oil ($ per bbl)
Consolidated operations
$
27.98
69.78
43.02
65.93
Equity affiliates
25.32
63.98
38.52
61.94
Total crude oil
27.45
68.91
42.26
65.43
Natural gas liquids ($ per bbl)
Consolidated operations
27.90
39.97
33.21
40.05
Equity affiliates
23.93
41.72
32.38
40.09
Total natural gas liquids
24.90
41.05
32.59
40.07
Natural gas ($ per MCF)
Consolidated operations
4.74
5.89
5.45
6.14
Equity affiliates
3.90
5.81
4.65
6.53
Total natural gas
4.14
5.84
4.92
6.38
The Asia Pacific and Middle East segment has
operations in China, Indonesia, Malaysia,
Australia Timor-Leste and Qatar.
As of SeptemberJune 30, 2019,2020, Asia Pacific and Middle East
contributed 13 percent of our worldwide liquids production
and 6063 percent of our worldwide natural gas
production.

Earnings increased $36$145 million and $18 million
in the three-
and six-month periods of 2020, primarily due to
a
$597 million after-tax gain on disposition related
to our Australia-West divestiture and the cessation of DD&A
expense associated with our previously held-for-sale Australia-West assets.
Partly offsetting the increase in
earnings, were lower oil, LNG and natural gas prices,
lower LNG sales volumes associated with our disposed
Australia-West assets, and lower oil sales volumes,
primarily related to curtailments in Malaysia.
51
Average production decreased 57 MBOED and 36 MBOED in the three-
and six-month periods of 2020,
primarily due to the divestiture of our Australia-West assets, normal field decline, the expiration
of the Panyu
production license in China, higher unplanned downtime
due to the rupture of a third-party pipeline impacting
gas production from the Kebabangan field in
Malaysia, and curtailments in Malaysia.
Partly offsetting these
production decreases, were new production from development
activity at Bohai Bay in China and production
increases from Malaysia, including first oil
from Gumusut Phase 2 in the third quarter of 2019, primarily due to a $164 million income tax benefit related to deepwater incentive tax credits from the Malaysia Block G, partly offset by lower realized crude oil, NGL and natural gas prices, and lower crude oil and LNG sales volumes. Earnings increased $151 million in the nine-month period of 2019, primarily due to a $164 million income tax benefit related to deepwater incentive tax credits from the Malaysia Block G, higher realized LNG prices, and a $52 million after-tax gain on disposition of our interest in the Greater Sunrise Fields. Partly offsetting this increase in earnings were lower realized crude oil prices and lower LNG sales volumes.

2019.

54


Average production increased 11 MBOED in the third quarter of 2019, primarily due to new production from Malaysia, including first oil from Gumusut Phase 2; new wells online in China; and lower unplanned downtime. Partly offsetting this production increase was normal field decline. In the nine-month period of 2019, average production increased 1 percent.

Asset DispositionsDisposition Update

In the second quarter of 2019,2020, we recognized an after-tax gain of $52 million upon completion ofcompleted the sale divestiture
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 announced an agreement to sell the subsidiaries that hold our Australia-West assets and operations, to Santos for $1.39 billion, plus customary adjustments, withand

based on an effective date of January 1, 2019. In addition,2019, we will receive a paymentreceived
proceeds of $75$765 million in May with an additional
$200 million due upon final investment decision
of the proposed Barossa development project. These subsidiaries hold our 37.5 percent interest in
Production from
the Barossa Project and Caldita Field, our 56.9 percent interest indisposed assets averaged 35 MBOED for 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 quartersix-month
period of 2020, subject to regulatory approvals and other specific conditions precedent. In the first nine months of 2019, production associated with the Australia-West assets to be sold was 49 MBOED. Year-end 2018proved reserves associated with these assets were 38 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 Dispositions in the Notes to Consolidated Financial Statements, for

approximately 17 MMBOE at year-end 2019.
For additional information related to these dispositions.



Other International

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Nine Months Ended

 

September 30

September 30

 

 

2019

 

2018

 

2019

 

2018

 

 

 

 

 

 

 

 

 

 

Net Income Attributable to ConocoPhillips

 

 

 

 

 

 

 

 

(millions of dollars)

$

73

 

316

 

285

 

267



this

transaction, see Note 4—
Asset Acquisitions and Dispositions.
Other International
Three Months Ended
Six Months Ended
June 30
June 30
2020
2019
2020
2019
Net Income (Loss) Attributable to ConocoPhillips
($MM)
$
(6)
81
22
212
The Other International segment consists of exploration
activities in Colombia, Chile and Argentina.

Earnings from our Other International operations
decreased $243$87 million and $190 million in
the third quarterthree- and six-
month periods of 2019,2020, respectively.
The decrease in earnings was primarily
due to $239the absence of recognizing
$84 million less after-taxand $231 million in other income related
to a settlement award with PDVSA associated
with prior
operations in Venezuela. Venezuela,
in the three- and six-month periods of 2019, respectively.
See Note 12—
Contingencies and Commitments in the Notes to Consolidated
Financial Statements, for additional
information.

Exploration Update

In July

52
Corporate and Other
Millions of Dollars
Three Months Ended
Six Months Ended
June 30
June 30
2020
2019 we entered into an agreement with Wintershall Dea
2020
2019
Net Income (Loss) Attributable to jointly develop the Aguada FederalConocoPhillips
Net interest expense
$
(174)
(131)
(329)
(327)
Corporate general and Bandurria Norte blocks in the central Argentine province of Neuquén. As part of the transaction, we will acquire a 45 percentadministrative expenses
(90)
(49)
(40)
(114)
Technology
(9)
(10)
(8)
86
Other income (expense)
458
(3)
(1,213)
433
$
185
(193)
(1,590)
78
Net interest in the Aguada Federal Block situated in the Neuquén Basin, Wintershall Dea will retain a 45 percent interest as operator, and the remaining 10 percent interest will be held by Gas y Petroleo del Neuquen S.A. (GyP). In the nearby Bandurria Norte Block, we will acquire a 50 percent interest, with Wintershall Dea retaining the other 50 percent as operator. This transaction is expected to close in 2019, subject to approval by the relevant authorities.

55


Corporate and Other

 

 

 

 

 

 

 

 

 

 

 

 

Millions of Dollars

 

 

Three Months Ended

 

Nine Months Ended

 

September 30

September 30

 

 

2019

 

2018

 

2019

 

2018

 

Net Income (Loss) Attributable to ConocoPhillips

 

 

 

 

 

 

 

 

 

Net interest

$

(123)

 

(174)

 

(450)

 

(508)

 

Corporate general and administrative expenses

 

(34)

 

(36)

 

(148)

 

(139)

 

Technology

 

43

 

64

 

129

 

117

 

Other

 

100

 

(101)

 

533

 

(230)

 

 

$

(14)

 

(247)

 

64

 

(760)

 



Net interestexpense consists of interest and financing

expense, net of interest income and capitalized
interest.
Net interest decreasedexpense increased by $51$43 million
in the thirdsecond quarter of 2019,2020, primarily due to
higher interest
from an absence of the settlement of certain
tax disputes and higher interest income. In the nine-month period of 2019, net interest decreased by $58 million, primarily due to lower interest income from the settlement of certain tax disputes, partly offset by higher interest from the absence of an accrual reduction related to a transportation cost ruling by the FERC.

lower

cash and cash
equivalent balances.
Corporate G&A expenses include compensation
programs and staff costs.
These expenses increased by $41
million and decreased by $2 million and increased by $9$74 million in the three-
and nine-monthsix-month periods of 2019,2020, respectively, primarily due
to costsmark to market adjustments associated with certain
compensation programs.

Technology includes our investment in new technologies or businesses, as well as licensing
revenues.
Activities are focused on both conventional and tight
oil reservoirs, shale gas, heavy oil, oil
sands, enhanced
oil recovery, andas well as LNG.
Earnings from Technology decreased $21 million and increased $12$94 million in the three- and nine-month periodssix-month period of 2019, respectively,
2020 primarily due to changes inlower licensing revenues recognized between periods.

The categoryrevenues.

Other income (expense) or “Other” includes certain
corporate tax-related items, foreign currency
transaction
gains and losses, environmental costs associated
with sites no longer in operation, other costs not directly
associated with an operating segment, premiums
incurred on the early retirement of debt, unrealized
holding
gains or losses on equity securities, and pension settlement
expense. “Other”
“Other” increased by $201$461 million in the third
second quarter of 2019, 2020,
primarily due to an unrealized gain of $116$521 million higher after-tax on our CVE common shares in the third quarter of 2019, and the absence of a $57 million after-tax unrealized loss on those shares in the third quarter of 2018. In the nine-month period of 2019, “Other” increased by $763 million primarily due to a $328 million larger after-tax
unrealized gain on our Cenovus Energy
common shares,
partly offset by the release of a $92 million deferred tax
asset related to our Australia-West
divestiture.
In the six-month period of 2020, “Other” decreased
by $1,646 million primarily due to a $1,140
million after-tax unrealized loss on our Cenovus
Energy common shares the absence of $195reflected in other income as compared
to a $373 million after-tax relatedunrealized gain in the
six-month period of 2019.
53
CAPITAL RESOURCES AND LIQUIDITY
Financial Indicators
Millions of Dollars
June 30
December 31
2020
2019
Short-term debt
$
146
105
Total debt
14,998
14,895
Total equity
31,493
35,050
Percent of total debt to premiums on early retirementcapital*
32
%
30
Percent of floating-rate debt to total debt
5
%
5
*Capital includes total debt and lower pension settlement expense.

total equity.

56


CAPITAL RESOURCES AND LIQUIDITY

 

 

 

 

 

 

 

 

 

 

 

 

Financial Indicators

 

 

 

 

 

 

 

 

Millions of Dollars

 

September 30

 

 

December 31

 

 

 

2019

 

 

2018

 

 

 

 

 

 

 

Short-term debt

$

121

 

 

112

Total debt

 

14,920

 

 

14,968

Total equity

 

35,239

 

 

32,064

Percent of total debt to capital*

 

30

%

 

32

Percent of floating-rate debt to total debt

 

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,
our commercial paper and credit facility programs,
and our ability to
sell securities using our shelf registration
statement.
During the first ninesix months of 2019,2020, the primary uses of
our available cash were $5,041$2,525 million to support
our ongoing capital expenditures and investments
program, $2,751
$1,030 million net purchases of investments,
$726 million to repurchase common stock,
and $1,037$913 million to
pay dividends.
During the nine-month period,first six months of 2020, our cash and cash
equivalents decreased by $2,181 million
to $2,907 million.
We entered the year with a strong balance sheet including cash and cash equivalents
of over $5 billion, short-
term investments of $3 billion, and an undrawn
credit facility of $6 billion, totaling
approximately $14 billion
of liquidity.
This strong foundation allowed us to be measured
in our response to the sudden change in
business environment we experienced in the first
quarter of 2020.
In response to the recent oil market
downturn, we announced the following capital,
operating cost and share repurchase reductions.
We reduced
our 2020 operating plan capital expenditures by a
total of $2.3 billion, or approximately thirty-five
percent of
the original guidance.
We suspended our share repurchase program for the remainder of 2020, further
reducing cash outlays by approximately $2.3 billion
in 2020.
We are also reducing our operating costs by
approximately $0.6 billion, or roughly ten percent
of the original 2020 guidance.
Collectively, these actions
represent a reduction in 2020 cash uses of over $5
billion versus the original operating plan.
We also established a framework for evaluating and implementing economic curtailments
considering the
weakness in oil prices during the second quarter of
2020, which resulted in taking an additional
significant step
of curtailing production, predominantly from operated
North American assets.
Due to our strong balance
sheet, we were in an advantaged position to forgo some production
and cash flow in anticipation of receiving
higher cash flows for those volumes in the future.
We ended the second quarter with cash and cash equivalents of $2.9 billion, short-term
investments of $4.0
billion, and restricted cash increased by $1,307 million to $7,458 million.

an undrawn credit facility of $6 billion,

totaling $12.9 billion of liquidity.
We believe current cash
balances and cash generated by operations, the recent
adjustments to our operating plan, together with
access
to external sources of funds as described below in
the “Significant Sources of Capital”
section, will be
sufficient to meet our funding requirements in the near near-
and long term,long-term, including our capital spending
program, dividend payments and required debt payments.

Significant Sources of Capital

Operating Activities

Cash provided by operating activities was $8,122 $2,262
million for the first ninesix months of 2019,2020, compared
with $9,151
$5,785 million for the corresponding period of 2018. 2019.
The decrease in cash provided by operating activities
is
primarily due to lower realized commodity prices,
production curtailments and a pension contribution made in conjunction with the sale of two U.K. subsidiaries, partially offset by higher volumes.

While the stability divestiture

of our cash flows from operating activities benefits from geographic diversity, ourU.K. and
Australia-West assets.
54
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.

The level of absolute production volumes, as well
as product and location mix, impacts our cash flows.
Production levels are impacted by such factors as
the volatile crude oil and natural gas
price environment,
which may impact investment decisions; the
effects of price changes on production sharing and variable-royaltyvariable-
royalty contracts; acquisition and disposition of fields;
field production decline rates; new technologies;
operating efficiencies; timing of startups and major turnarounds;
political instability; global pandemics and
associated demand decreases; weather-related disruptions;
and the addition of proved reserves through
exploratory success and their timely and cost-effective
development.
While we actively manage these factors,
production levels can cause variability in cash
flows, although generally this variability has not
been as
significant as that caused by commodity prices.

To maintain or grow our production volumes, we must continue to add to our
proved reserve base. As we undertake cash prioritization efforts,
Due to
recent capital reductions, our reserve replacement
efforts could be delayed thus limiting our ability
to replace
depleted reserves.

57


Investing Activities

Proceeds from asset sales forin the first ninesix months
of 20192020 were $2,920 million $1.3 billion
compared with $394 million for$0.7 billion in the
corresponding period of 2018.

2019.

In the nine-month period of 2019, we completed the sale of several assets including our 30 percent interest in the Greater Sunrise Fields for $350 million and $77 million of contingent payments from Cenovus Energy. In the thirdsecond quarter of 2019,2020, we completed
the saledivestiture of two ConocoPhillips U.K. subsidiaries to Chrysaor E&P Limited for $2.2 billion.

In October 2019, we announced an agreement to sell the subsidiaries that hold our Australia-WestAustralia-

West assets and operations to Santos for $1.39 billion, plusoperations.
Based on an effective date of January 1, 2019 and customary adjustments. In addition,
closing adjustments,
we will receive a received cash proceeds of $765 million in
the second quarter with another $200 million
payment of $75 milliondue upon
final investment decision of the proposed Barossa
development project. The transaction is subject to regulatory approval and other specific conditions precedent and is expected to be completed in
In the first quarter of 2020.

In the first nine months of 2018, we completed 2020, proceeds

from asset sales were $549 million, which included
the sale of several propertiesour Niobrara interests and Waddell Ranch
interests in the Lower 48 for proceeds of $317$359 million
and received $64$184 million, of contingent payments from Cenovus Energy.

respectively.

See Note 5—4—Asset
Acquisitions and Dispositions in the Notes to Consolidated
Financial Statements, for additional information.

information

on
these transactions.
Proceeds from asset sales in the first six months
of 2019 were $701 million,
which consisted primarily of $350
million from the sale of our 30 percent interest in
the Greater Sunrise Fields and deposits
of $268 million
related to an April 2019 agreement to sell
two ConocoPhillips U.K. subsidiaries.
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.

The amount of the facility is not subject to
redetermination prior to its expiration date.
Credit facility borrowings may bear interest at a margin above
rates offered by certain designated banks in the
London interbank market or at a margin above the overnight
federal funds rate or prime rates offered by
certain designated banks in the United States.
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.

55
We had no commercial paper outstanding at SeptemberJune 30, 20192020 or December 31, 2018. 2019.
We had no direct
outstanding borrowings or letters of credit
under the revolving credit facility at SeptemberJune 30, 20192020 or
December 31, 2018.
2019.
Since we had no commercial paper outstanding
and had issued no letters of credit, we had
access to $6.0
$6.0 billion in borrowing capacity under our revolving
credit facility at SeptemberJune 30, 2019.

2020.

We may consider
issuing commercial paper in the future to supplement
our cash position as appropriate.
Despite recent volatility and price weakness for energy issuers
in the debt capital markets, we believe the
company continues to have access to the markets
based on the composition of our balance sheet
and asset
portfolio.
In March 2020, S&P affirmed its “A” rating on our senior
long-term debt and revised its outlook to “negative”
from “stable.”
In April 2020, Moody’s affirmed their rating of “A3” with a “stable” outlook.
Our current
rating from Fitch is “A” with a “stable” outlook.
We do not have any ratings triggers on any of our corporate
debt that would cause an automatic default, and thereby
impact our access to liquidity, in the event of a
downgrade of our credit rating.
If our credit rating were downgraded, it could
increase the cost of corporate
debt available to us and potentially restrict
our access to the commercial paper and debt capital
markets.
If our
credit rating were to deteriorate to a level prohibiting
us from accessing the commercial paper and
debt capital
markets, we would still be able to access funds
under our revolving credit facility.
Certain of our project-related contracts, commercial
contracts and derivative instruments contain
provisions
requiring us to post collateral.
Many of these contracts and instruments permit
us to post either cash or letters
of credit as collateral.
At SeptemberJune 30, 20192020 and December 31, 2018,2019, we had
direct bank letters of credit of $221 $196
million and $323$277 million, respectively, which secured performance obligations
related to various purchase
commitments incident to the ordinary conduct of
business.
In the event of credit ratings downgrades, we may
be required to post additional letters of
credit.

Shelf Registration

We have a universal shelf registration statement on file with the U.S. SEC under which
we have the ability to
issue and sell an indeterminate amount of various
types of debt and equity securities.

58


Off-Balance Sheet Arrangements

As part of our normal ongoing business operations
and consistent with normal industry practice,
we enter into
numerous agreements with other parties to pursue
business opportunities, which share costs
and apportion
risks among the parties as governed by the agreements.

For information about guarantees, see Note 11—Guarantees, in
the Notes to Consolidated Financial
Statements, which is incorporated herein by reference.

Capital Requirements

For information about our capital expenditures
and investments, see the “Capital Expenditures”
section.

Our debt balance at SeptemberJune 30, 2019,2020, was $15 billion, unchanged from$14,998
million, compared with $14,895 million
at December 31, 2018.

2019.
Maturities of debt for the remainder of 2020,
and for each of the years 2021 through 2024,
are: $81
million, $255 million, $971 million, $229 million
and $573 million, respectively.
On January 30, 2019,February 4, 2020, we announced a quarterly
dividend of $0.305$0.42 per share.
The dividend was paid on March 1, 2019,
2, 2020,
to stockholders of record at the close of business
on February 14, 2020.
On April 30, 2020, we
announced a quarterly dividend of $0.42 per share.
The dividend was paid on June 1, 2020, to stockholders
of
record at the close of business on May 11, 2019. 2020.
On May 1, 2019, July 8, 2020,
we announced a quarterly dividend of $0.305 $0.42
per share. The dividend was paid on June 3, 2019, share, payable September 1, 2020,
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 is payable on December 2, 2019, to stockholders of record at the close of business on October 17, 2019.

20,

2020.
In late 2016, we initiated our current share repurchase
program.
As of July 12, 2018,June 30, 2020, we had announced a
total authorization to repurchase $15$25 billion of our
common stock. We
As of December 31, 2019, we had
56
repurchased $3$9.6 billion in 2017 and $3 billion in 2018. Ofof shares.
In the remaining authorization,first quarter of 2020, we expectrepurchased
an additional $726 million of
shares.
On April 16, 2020, as a response to the oil market
price downturn, we announced we were suspending
our share repurchase $3.5 billion in 2019 and $3 billion in 2020. Whether we undertake these additional repurchases is ultimately subject to numerous considerations, market conditions and other factors. See the “Our ability to declare and pay dividends and repurchase shares is subject to certain considerations” section in Risk Factors on pages 20-21 of our 2018 Annual Report on Form 10-K for additional information. program.
Since our share repurchase program began in November
2016, we have
repurchased 156184 million shares at a cost of $8.9 $10.4
billion through SeptemberJune 30, 2019.

2020.

59


Capital Expenditures

 

 

 

 

 

 

 

 

 

 

Millions of Dollars

 

Nine Months Ended

September 30

 

 

2019

 

2018

 

 

 

 

 

Alaska

$

1,207

 

1,034

Lower 48

 

2,613

 

2,475

Canada

 

315

 

318

Europe and North Africa

 

537

 

678

Asia Pacific and Middle East

 

322

 

493

Other International

 

1

 

6

Corporate and Other

 

46

 

129

Capital expenditures and investments

$

5,041

 

5,133



Six Months Ended

June 30
2020
2019
Alaska
$
732
780
Lower 48
1,130
1,770
Canada
142
232
Europe and North Africa
251
339
Asia Pacific and Middle East
188
219
Other International
63
1
Corporate and Other
19
25
Capital expenditures and investments
$
2,525
3,366
During the first ninesix months of 2019,2020, capital expenditures
and investments supported key exploration and
development programs, primarily:

Development,
appraisal and exploration activities in
the Lower 48, including Eagle Ford, Delaware in the Permian Basin,
Unconventional and Bakken.

Appraisal,
exploration and development activities
in Alaska related to the Western North Slope;
development activities in the Greater Kuparuk
Area and the Greater Prudhoe Area; leasehold acquisitionArea.
Development and exploration activities across
assets in Norway.
Appraisal activities in the Greater Kuparuk Area.

Development activities across assetsliquids-rich portion

of the Montney in NorwayCanada and the U.K.

Optimization optimization

of oil sands development and appraisal activities in liquids-rich plays in Canada.

development.
Continued development in China, Malaysia,
Australia and Indonesia.

Capital

Lease acquisition and exploration activities
in Argentina.
In February 2020, we announced 2020 operating
plan capital expenditures of $6.5 billion to $6.7 billion.
In
response to the recent oil market downturn, we announced
reductions to this plan totaling $2.3 billion,
or
approximately 35 percent.
The capital reductions are sourced to the segments
in the amount of $1.4 billion to
Lower 48, $0.4 billion to Alaska, $0.2 billion
to Canada and $0.3 billion to all other segments
and exploration.
This does not include capital for acquisitions.
In July 2020, we signed a definitive agreement
to acquire additional Montney acreage for cash
consideration of
approximately $375 million before customary adjustments,
plus the assumption of approximately $30 million
in financing obligations for associated partially
owned infrastructure.
This acquisition primarily consists of
undeveloped properties and includes 140,000
net acres in the liquids-rich Inga Fireweed asset
Montney zone,
which is directly adjacent to our existing Montney
position, as well as 15 MBOED of production.
Upon
completion of this transaction, we will have a Montney
acreage position of 295,000 net acres with a 100
percent working interest.
The transaction is subject to regulatory
approval and is expected to be $6.3 billion versus our original budget of $6.1 billion, attributable to additional appraisal drilling in Alaska and the addition of a drilling rigclose in the Eagle Ford at mid-year 2019. This guidance excludes approximately $0.3 billion for opportunistic acquisitions completed or announced and results in total capital expenditures and investmentsthird
quarter of $6.6 billion. Guidance also excludes obligations under the previously announced PSC extension awarded by the Government2020 with an effective date of Indonesia.

July 1, 2020.

57
Contingencies

A number of lawsuits involving a variety of claims
arising in the ordinary course of business
have been filed
against ConocoPhillips.
We also may be required to remove or mitigate the effects on the environment of the
placement, storage, disposal or release of certain
chemical, mineral and petroleum substances
at various active
and inactive sites.
We regularly assess the need for accounting recognition or disclosure of these
contingencies.
In the case of all known contingencies (other
than those related to income taxes), we accrue
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
We accrue receivables for probable insurance or other third-party recoveries. recoveries when applicable.
With respect
to income-tax-related contingencies, we use a
cumulative probability-weighted loss accrual
in cases where
sustaining a tax position is less than certain.

Based on currently available information, we believe
it is remote that future costs related to known
contingent
liability exposures will exceed current accruals by
an amount that would have a material
adverse impact on our
consolidated financial statements.
As we learn new facts concerning contingencies,
we reassess our position
both with respect to accrued liabilities
and other potential exposures.
Estimates particularly sensitive to future
changes include contingent liabilities
recorded for environmental remediation, legal and
tax and legal matters.

60


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 taxlegal and legaltax matters are subject to
change as events evolve and as additional
information becomes
available during the administrative and litigation
processes.
For information on other contingencies, see
Note 12—Contingencies
and Commitments, in the Notes to Consolidated
Financial Statements.

Legal and Tax Matters

We are subject to various lawsuits and claims including but not limited to matters
involving oil and gas royalty
and severance tax payments, gas measurement and
valuation methods, contract disputes,
environmental
damages, climate change, personal injury, and property damage.
Our primary exposures for such matters
relate to alleged royalty and tax underpayments
on certain federal, state and privately owned
properties and
claims of alleged environmental contamination
from historic operations.
We will continue to defend ourselves
vigorously in these matters.

Our legal organization applies its knowledge, experience
and professional judgment to the specific
characteristics of our cases, employing a litigation
management process to manage and monitor the
legal
proceedings against us.
Our process facilitates the early evaluation and quantification
of potential exposures in
individual cases.
This process also enables us to track those cases that
have been scheduled for trial and/or
mediation.
Based on professional judgment and experience
in using these litigation management tools and
available information about current developments
in all our cases, our legal organization regularly assesses
the
adequacy of current accruals and determines if
adjustment of existing accruals, or establishment
of new
accruals, is required.

Environmental

We are subject to the same numerous international, federal, state and local environmental
laws and regulations
as other companies in our industry.
For a discussion of the most significant
of these environmental laws and
regulations, including those with associated remediation
obligations, see the “Environmental” section in
Management’s Discussion and Analysis of Financial Condition and Results
of Operations on pages 65–6760–62 of
our 20182019 Annual Report on Form 10-K.

We occasionally receive requests for information or notices of potential liability
from the EPA and state
environmental agencies alleging that we are
a potentially responsible party under the Federal
Comprehensive
Environmental Response, Compensation and Liability
Act (CERCLA) or an equivalent state statute.
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
58
are not owned by us, but allegedly contain waste attributable
to our past operations.
As of SeptemberJune 30, 2019,2020, there
were 15 sites around the United States U.S.
in which we were identified as a potentially responsible
party under CERCLA
and comparable state laws.

At SeptemberJune 30, 2020 and December 31, 2019, our balance
sheet included a total environmental accrual of $163
$171
million compared with $178 million at December 31, 2018, for remediation activities in the United States
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.

61


Climate Change

Continuing political and social attention to the
issue of global climate change has resulted in
a broad range of
proposed or promulgated state, national and international
laws focusing on GHG reduction.
These proposed or
promulgated laws apply or could apply in countries
where we have interests or may have interests
in the future.
Laws in this field continue to evolve, and while
it is not possible to accurately estimate either
a timetable for
implementation or our future compliance costs
relating to implementation, such laws, if
enacted, could have a
material impact on our results of operations and
financial condition.
Examples of legislation and precursors
for possible regulation that do or could affect our operations
include:

The EPA’s
and U.S. Department of Transportation’s joint promulgation of a Final Rule on April
1,
2010, that triggered regulation of GHGs under the
Clean Air Act, may trigger more climate-based
claims for damages, and may result in longer
agency review time for development projects.

Colorado’s HB-19 1261, approved May 30, 2019, introducing statewide goals
to reduce 2025 GHG
emissions by at least 26 percent, 2030 GHG emissions
by at least 50 percent, and 2050 GHG
emissions by at least 90 percent of the levels of GHG
emissions that existed in 2005.

For other examples of legislation or precursors for
possible regulation and factors on which
the ultimate impact
on our financial performance will depend, see the “Climate
“Climate Change” section in Management’s Discussion and
Analysis of Financial Condition and Results of Operations
on pages 67–6963–65 of our 20182019 Annual Report on
Form 10-K.

In December 2018, we became a Founding Member
of the Climate Leadership Council (CLC), an
international
policy institute founded in collaboration with business
and environmental interests to develop a carbon
dividend plan.
Participation in the CLC provides another
opportunity for ongoing dialogue about carbon
pricing and framing the issues in alignment with our
public policy principles.
We also belong to and fund
Americans For Carbon Dividends, the education
and advocacy branch of the CLC.

In

Beginning in 2017, and 2018, cities, counties, and a state government governments
in California, New York, Washington,
Rhode
Island, Maryland and Maryland,Hawaii, as well as the Pacific
Coast Federation of Fishermen’s Association, Inc., have
filed lawsuits against oil and gas companies,
including ConocoPhillips, seeking compensatory
damages and
equitable relief to abate alleged climate change impacts.
ConocoPhillips is vigorously defending against
these
lawsuits.
The lawsuits brought by the Cities of San Francisco,
Oakland and New York have beenwere dismissed by
federal district courts.
The New York dismissal remains on appeal.
The Ninth Circuit ruled that the district courtsSan
Francisco and appeals are pending. Oakland cases (and other California
cases) should proceed in state court, with that
decision
subject to appeal.
Lawsuits filed by otherthe cities and counties in California,
Washington, and WashingtonHawaii 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. Rulings in lawsuitsCircuit
appeals.
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.

appeal.

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
The lawsuits
59
are stayed pending an appeal towith 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.

62


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,
“estimate,” “believe,” “budget,” “continue,” “could,” “intend,
“intend,” “may,” “plan,” “potential,” “predict,” “seek,” “should,
“should,” “will,” “would,” “expect,” “objective,” “projection,
“projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,
“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-lookingforward-
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-lookingforward-
looking statements.
Any differences could result from a variety of factors,
including, but not limited to, the
following:

The impact of public health crises, including pandemics
(such as COVID-19) and epidemics and any
related company or government policies or
actions.
Global and regional changes in the demand, supply, prices, differentials or other market
conditions
affecting oil and gas, including changes resulting from a public
health crisis or from the imposition or
lifting of crude oil production quotas or other
actions that might be imposed by OPEC
and other
producing countries and the resulting company
or third-party actions in response to such changes.
Fluctuations in crude oil, bitumen, natural gas,
LNG and NGLs prices, including a prolonged
decline
in these prices relative to historical or future
expected levels.

The impact of significant declines in prices for crude
oil, bitumen, natural gas, LNG and NGLs,
which
may result in recognition of impairment costscharges 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.

60
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 productionE&P and LNG development
in a timely manner (if at all) or on budget.

Potential disruption or interruption of our operations
due to accidents, extraordinary weather
events,
civil unrest, political events, war, terrorism, cyber attacks,
and information technology failures,
constraints or disruptions.

Changes in international monetary conditions and
foreign currency exchange rate fluctuations.

63


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
and
future environmental regulations.

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.

business.

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
pending or
future asset dispositions or acquisitions,
or that such approvals may require modification
to the terms
of the transactions or the operation of our remaining
business.

Potential disruption of our operations as a result
of pending or future asset dispositions or acquisitions,
including the diversion of management time and attention.

Our inability to deploy the net proceeds from any
asset dispositions that are pending or
that we elect to
undertake in the future in the manner and timeframe
we currently
anticipate, if at all.

Our inability to liquidate the common stock issued
to us by Cenovus Energy as part of our sale of
certain assets in western Canada at prices we deem
acceptable, or at all.

The operation and financing of our joint ventures.

The ability of our customers and other contractual
counterparties to satisfy their obligations to
us,
including our ability to collect payments when
due from the government of Venezuela or PDVSA.

Our inability to realize anticipated cost savings and
capital expenditure reductions.

The inadequacy of storage capacity for our products,
and ensuing curtailments, whether voluntary
or
involuntary, required to mitigate this physical constraint.
The risk factors generally described in Part II—Item
1A in this report, in Part I—Item 1A—Risk Factors1A in our 2018 2019
Annual Report on Form 10-K, and any additional
risks described in our other filings with
the SEC.

61
Item 3.
QUANTITATIVE
AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK

Information about market risks for the ninesix months
ended SeptemberJune 30, 2019,2020, does not differ materially
from that
discussed under Item 7A in our 20182019 Annual Report
on Form 10-K.



Item 4.
CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures designed to ensure information required
to be disclosed in
reports we file or submit under the Securities
Exchange Act of 1934, as amended (the Act),
is recorded,
processed, summarized and reported within the
time periods specified in Securities and Exchange CommissionSEC 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 SeptemberJune 30, 2019, 2020,
with the participation of our management, our Chairman
and Chief Executive Officer (principal executive
officer) and our Executive Vice President and Chief Financial Officer

(principal financial

64


(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 SeptemberJune 30, 2019.

2020.

There have been no changes in our internal
control over financial reporting, as defined in
Rule 13a-15(f) of the
Act, in the period covered by this report that
have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.



PART
II.
OTHER INFORMATION

Item 1.
LEGAL PROCEEDINGS

There are no new material legal proceedings
or material developments with respect to matters
previously
disclosed in Item 3 of our 20182019 Annual Report on
Form 10-K.
Item 1A.
RISK FACTORS
Other than the risk factors set forth below, there have been no material
changes to the risk factors disclosed in
our Annual Report on Form 10-K.



10-K for the fiscal

Item 1A. RISK FACTORS

Thereyear ended December 31, 2019.

Our business has been, and will continue to
be, affected by the coronavirus (COVID-19) pandemic.
The COVID-19 outbreak and the measures put
in place to address it have negatively impacted
the global
economy, disrupted global supply chains, reduced global demand for oil
and gas, and created significant
volatility and disruption of financial and commodity
markets.
Public health officials have recommended or
mandated certain precautions to mitigate
the spread of COVID-19, including limiting non-essential
gatherings
of people, ceasing all non-essential travel
and issuing “social or physical distancing” guidelines,
“shelter-in-
place” orders and mandatory closures or reductions
in capacity for non-essential businesses.
The full impact of
the COVID-19 pandemic remains uncertain
and will depend on the severity, location and duration of the
effects and spread of the disease, the effectiveness and duration
of actions taken by authorities to contain the
virus or treat its effect, and how quickly and to what extent
economic conditions improve.
According to the
National Bureau of Economic Research, as a result
of the pandemic and its broad reach across the
entire
economy, the U.S. entered a recession in early 2020.
We have already been impacted by the COVID-19 pandemic.
See Management’s Discussion and Analysis of
Financial Condition and Results of Operations, for
additional information on how we have
been impacted and
the steps we have taken in response.
62
Our business is likely to be further negatively
impacted by the COVID-19 pandemic. These impacts
could
include but are not limited to:
Continued reduced demand for our products
as a result of reductions in travel and commerce;
Disruptions in our supply chain due in part to scrutiny
or embargoing of shipments from infected areas
or invocation of force majeure clauses in commercial
contracts due to restrictions imposed as a result
of the global response to the pandemic;
Failure of third parties on which we rely, including our suppliers, contract
manufacturers, contractors,
joint venture partners and external business partners,
to meet their obligations to the company, or
significant disruptions in their ability to
do so, which may be caused by their own financial
or
operational difficulties or restrictions imposed in
response to the disease outbreak;
Reduced workforce productivity caused by, but not limited to, illness, travel
restrictions, quarantine,
or government mandates;
Business interruptions resulting from a significant
amount of our employees telecommuting
in
compliance with social distancing guidelines and
shelter-in-place orders, as well as the
implementation of protections for employees continuing
to commute for work, such as personnel
screenings and self-quarantines before or after
travel; and
Voluntary
or involuntary curtailments to support oil prices
or alleviate storage shortages for our
products.
Any of these factors, or other cascading effects of the
COVID-19 pandemic that are not currently foreseeable,
could materially increase our costs, negatively impact
our revenues and damage our financial condition,
results
of operations, cash flows and liquidity position.
The pandemic continues to progress and evolve,
and the full
extent and duration of any such impacts cannot
be predicted at this time because of the sweeping
impact of the
COVID-19 pandemic on daily life around the world.
We have been no material changes negatively affected and are likely to continue to be negatively affected by the recent
swift and
sharp drop in commodity prices.
The oil and gas business is fundamentally a commodity
business and prices for crude oil, bitumen,
natural gas,
NGLs and LNG can fluctuate widely depending
upon global events or conditions that affect supply and
demand.
Recently, there has been a precipitous decrease in demand for oil globally, largely caused by the
dramatic decrease in travel and commerce resulting
from the risk factors disclosedCOVID-19 pandemic.
See Management’s
Discussion and Analysis of Financial Condition
and Results of Operations, for additional information
on
commodity prices and how we have been impacted.
There is no assurance of when or if commodity
prices will
return to pre-COVID-19 levels.
The speed and extent of any recovery remains uncertain
and is subject to
various risks, including the duration, impact and actions
taken to stem the proliferation of the COVID-19
pandemic, the extent to which those nations party
to the OPEC plus production agreement decide
to increase
production of crude oil, bitumen, natural gas, NGLs
and LNG, and other risks described in Item 1A of our 2018 Annual this
Quarterly
Report on Form 10-K.



10-Q or in our Annual Report

on Form 10-K for the fiscal year ended

December 31, 2019.
Even after a recovery, our industry will continue to be exposed to the effects of changing
commodity prices
given the volatility in commodity price drivers
and the worldwide political and economic
environment
generally, as well as continued uncertainty caused by armed hostilities
in various oil-producing regions around
the globe.
Our revenues, operating results and future rate
of growth are highly dependent on the prices
we
receive for our crude oil, bitumen, natural gas, NGLs
and LNG.
Many of the factors influencing these prices
are beyond our control.
Lower crude oil, bitumen, natural gas, NGL and LNG
prices may have a material adverse effect on our
revenues, operating income, cash flows and liquidity, and may also affect the amount
of dividends we elect to
declare and pay on our common stock.
As a result of the recent market downturn, we
have suspended our
share repurchase program.
Lower prices may also limit the amount of reserves
we can produce economically,
thus adversely affecting our proved reserves, reserve replacement
ratio and accelerating the reduction in our
63
existing reserve levels as we continue production
from upstream fields.
Prolonged lower crude oil prices may
affect certain decisions related to our operations, including
decisions to reduce capital investments
or decisions
to shut-in production.
Due to ongoing uncertainty and volatility, we are suspending all further
guidance for
2020, including guidance related to capital
expenditures and production and our previous
2020 guidance
should not be relied upon.
Significant reductions in crude oil, bitumen, natural
gas, NGLs and LNG prices could also
require us to reduce
our capital expenditures, impair the carrying value
of our assets or discontinue the classification
of certain
assets as proved reserves.
In the first six-month period of 2020, we recognized
several impairments, which are
described in Note 8—Impairments.
If the outlook for commodity prices remain
low relative to their historic
levels, and as we continue to optimize our investments
and exercise capital flexibility, it is reasonably likely
we will incur future impairments to long-lived assets
used in operations, investments in nonconsolidated
entities accounted for under the equity method and unproved
properties.
If oil and gas prices persist at
depressed levels, our reserve estimates may
decrease further, which could incrementally increase the rate used
to determine DD&A expense on our unit-of-production
method properties.
See Management’s Discussion and
Analysis for further examination of DD&A
rate impacts versus comparative periods.
Although it is not
reasonably practicable to quantify the impact
of any future impairments or estimated change to our
unit-of-
production at this time, our results of operations
could be adversely affected as a result.
Item 2.
UNREGISTERED SALES OF EQUITY SECURITIES
AND USE OF PROCEEDS

Issuer Purchases of Equity Securities

 

 

 

 

 

 

 

 

 

Millions of Dollars

 

Period

Total Number of Shares Purchased

*

Average Price Paid per Share

 

Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs

 

Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

July 1-31, 2019

 

4,273,085

 

$

60.38

 

4,273,085

 

$

6,615

 

August 1-31, 2019

 

4,792,186

 

 

53.76

 

4,792,186

 

 

6,358

 

September 1-30, 2019

 

4,128,552

 

 

56.73

 

4,128,552

 

 

6,124

 

 

 

13,193,823

 

$

56.83

 

13,193,823

 

 

 

 

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



On November 10, 2016, we announced plans to purchase up to $3 billion

Millions of our common stock through 2019. On March 29, 2017, we announced plans to repurchase an additional $3 billionDollars
Period
Total Number of
Shares
Purchased
*
Average Price
Paid per Share
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Programs
Approximate Dollar
Value
of Shares That
May Yet Be
Purchased Under the
Plans or Programs
April 1-30, 2020
-
$
-
-
$
14,649
May 1-31, 2020
-
-
-
14,649
June 1-30, 2020
-
-
-
14,649
-
$
-
-
*There were no repurchases of common stock through 2019. 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 June 30, 2020, we had announced a
total authorization to repurchase $25 billion of our
common stock.
As of December 31, 2019, we had
repurchased $9.6 billion of shares.
In the first quarter of 2020, we repurchased
an additional $726 million of
shares.
On July 12, 2018,April 16, 2020, as a response to the oil market
downturn, we announced an authorization of an additional $9 billion for we were suspending our
share repurchases at any time or from time to time (whether before, on or after December 31, 2019) bringing the total program authorization to $15 billion. As of September 30, 2019, approximately $6.1 billion remained available for purchase under therepurchase program.
Acquisitions for the share repurchase program
are made at management’s
discretion, at prevailing prices, subject to market conditions
and other factors. Repurchases
Except as limited by applicable
legal requirements, repurchases may be increased, decreased
or discontinued at any time without prior notice.
Shares of stock repurchased under the plan are
held as treasury shares.
See the “Our ability to declare and pay
dividends and repurchase shares is subject to
certain considerations” section in Risk Factors
on pages 20–2121–22 of
our 20182019 Annual Report on Form 10-K.

65


64

Item 6.
EXHIBITS
10.1*
31.1*
Certification of Contents

Chief Executive Officer pursuant to Rule 13a-14(a) 

under the Securities

31.2*

32*
101.INS*
Inline XBRL Instance Document.
101.SCH*
Inline XBRL Schema Document.
101.CAL*
Inline XBRL Calculation Linkbase Document.
101.LAB*
Inline XBRL Labels Linkbase Document.
101.PRE*
Inline XBRL Presentation Linkbase Document.
101.DEF*
Inline XBRL Definition Linkbase Document.
104*
Cover Page Interactive Data File (formatted
as Inline XBRL and contained in Exhibit 101).
* Filed herewith.

66


65
SIGNATURE

Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned thereunto
duly authorized.

CONOCOPHILLIPS

/s/ Catherine A. Brooks

Catherine A. Brooks

Vice President and Controller

(Chief Accounting and Duly Authorized Officer)

October 31, 2019

67

CONOCOPHILLIPS
/s/ Catherine A. Brooks
Catherine A. Brooks
Vice President and Controller
(Chief Accounting and Duly Authorized Officer)
August 4, 2020