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DEF 14A Filing Data
ConocoPhillips (COP) DEF 14A3 Apr 23Definitive proxyFinancial data
Company Profile
Cover | 12 Months Ended |
Dec. 31, 2022 | |
Document Information [Line Items] | |
Document Type | DEF 14A |
Amendment Flag | false |
Entity Information [Line Items] | |
Entity Registrant Name | ConocoPhillips |
Entity Central Index Key | 0001163165 |
Pay vs Performance Disclosure | 12 Months Ended | 36 Months Ended | ||||||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2022 | |||||
Pay vs Performance Disclosure [Table] | ||||||||
Pay vs Performance [Table Text Block] | Pay Versus Performance Under rules adopted pursuant to the Dodd-Frank Act, ConocoPhillips is required to calculate and disclose in a tabular format the “Compensation Actually Paid” (“CAP”) to the CEO and average CAP to all other NEOs. The rules also require ConocoPhillips disclose in the table the most important other financial performance measure that is measured over the most recently completed year and that is used by the company to link company performance and compensation (as reflected in CAP) to the NEOs for that year. We have determined that relative TSR (see “Measuring Performance – Performance Peer Group” page 81 (1) “Compensation Discussion and Analysis” page 62 Compensation Discussion and Analysis pages 62-94 Given a significant proportion of compensation paid to our CEO and other NEOs is equity based, the values in the columns for “Compensation Actually Paid” are significantly influenced by the fair market value of ConocoPhillips stock on the last trading day of each fiscal year as required by rules adopted pursuant to the Dodd-Frank Act. For example, the fair market value of ConocoPhillips stock increased from December 31, 2021 ($72.17) to December 30, 2022 ($117.11) by over 62%, which significantly increased the values reported for “Compensation Actually Paid” for 2022 in the table below. It should also be noted that a significant proportion of the value reported as “Compensation Actually Paid” is in the form of equity awards that have remaining restrictions on them and that cannot be sold or transferred by executives, which continues to align their compensation with the interest of our stockholders. (1) As discussed under “ Components of Executive Compensation – Performance-Based Pay Programs page 73 Philosophy and Principles of our Executive Compensation Program page 71 Process for Determining Executive Compensation – Relative Total Shareholder Return (VCIP and PSP page 80 Average Value of initial fixed $100 investment Net Income CSM: Year SCT Total 1 for CEO 2 Compensation Actually Paid 3 2 Average SCT Total 1 4 Compensation 3 Non-CEO NEOs 4 Company TSR 5 Peer Group TSR 6 / (Loss) (Millions of dollars) 1-Year 7 2022 $ 19,972,339 $ 74,688,355 $ 6,133,798 $ 14,617,414 $ 203.11 $ 183.13 $ 18,680 43rd 2021 23,886,640 59,903,247 7,379,438 12,790,641 119.06 105.36 8,079 69th 2020 28,054,551 31,889 7,352,737 1,715,641 64.02 66.50 (2,701 ) 57th (1) See “Executive Compensation Tables” page 96 (2) The CEO for each of the reported years is Mr. Lance. (3) Compensation Actually Paid (CAP) for the CEO and average CAP for the non-CEO NEOs is determined by making the following adjustments to total compensation shown in the SCT. CEO SCT Total to CAP Reconciliation 2022 2021 2020 SCT Total $ 19,972,339 $ 23,886,640 $ 28,054,551 Minus the increase in actuarial present value of pensions shown under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the SCT – (2,515,751 ) ( 11,020,463 ) Plus the “service cost” of such pensions a 1,141,445 1,343,503 1,042,259 Plus the b – – – Minus the grant date fair value of awards shown under the “Stock Awards” column of the SCT c (14,308,868 ) (14,405,706 ) (12,977,895 ) Minus the the c – – – Plus the year end fair value of equity awards granted during the year and unvested at year end c 28,749,127 d 28,624,757 e 11,981,608 f Plus the vesting date fair value of equity awards granted and vesting during the year c 322,229 g 755,029 h 210,111 i Plus or minus the change in fair value from prior year end to current year end of outstanding equity awards granted in a prior year and unvested at year end c 32,947,368 j 19,593,032 k (14,414,597 ) l Plus or minus the change in fair value from prior year end to the vesting date of equity awards granted in a prior year and vesting during the year c 4,905,247 m 2,171,135 n (3,354,040 ) o Minus the prior year end fair value of equity awards forfeited during the year c – – – Plus dividends or other earnings paid during the year and prior to the vesting date of any equity awards and not otherwise included in the SCT total 959,468 450,608 510,355 Equals CAP $ 74,688,355 $ 59,903,247 $ 31,889 Non-CEO NEOs Average SCT Total to Average CAP Reconciliation 2022 2021 2020 Average SCT Total $ 6,133,798 $ 7,379,438 $ 7,352,737 Minus the average increase in actuarial present value of pensions shown under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the SCT (289,810 ) (62,824 ) (1,944,896 ) Plus the average “service cost” of such pensions a 160,694 133,552 205,051 Plus the average “prior service cost” of such pensions b – – – Minus the average grant date fair value of awards shown under the “Stock Awards” column of the SCT c (3,626,800 ) (4,621,581 ) (3,740,342 ) Minus the grant c – – – Plus the average year end fair value of equity awards granted during the year and unvested at year end c 6,490,104 p 6,709,767 q 3,459,078 r Plus the average vesting date fair value of equity awards granted and vesting during the year c 39,272 s 408,188 t 44,781 u Plus or minus the average change in fair value from prior year end to current year end of outstanding equity awards granted in a prior year and unvested at year end c 4,843,066 v 2,295,351 w (3,040,850 ) x Plus or minus the average change in fair value from prior year end to the vesting date of equity awards granted in a prior year and vesting during the year c 828,449 y 859,306 z (691,948 ) aa Minus the the c – (350,375 ) ab – Plus average dividends or other earnings paid on equity awards during the year and prior to the vesting date and not otherwise included above 38,641 39,819 72,030 Equals CAP $ 14,617,414 $ 12,790,641 $ 1,715,641 a. The “service cost” is the actuarial present value of defined benefit pensions that is attributable to services rendered during the year. See “Pension Benefits” page 104 b. The “prior service cost” is the total additional cost of defined benefit pension benefits for prior years that is attributed to amendments during the year. No such amendments were adopted effective in any of the years shown. c. Amounts shown are based on the fair value of awards as determined in accordance with FASB ASC Topic 718. See the “Employee Benefit Plans” section of Note 16 in the Notes to Consolidated Financial Statements in ConocoPhillips’ 2022 Annual Report on Form 10-K for a discussion of the relevant assumptions used in this determination. For options, fair value is determined under FASB ASC Topic 718 using a Black-Scholes-Merton-based methodology and the following assumptions: for December 31, 2019 the model used a risk-free interest rate of 1.64%, a dividend yield of 3.0%, a volatility factor of 27.97% and an expected life of 3.52 years; for February 14, 2020 (the final vesting date of the options granted in 2017) the model used a risk-free interest rate of 1.41%, a dividend yield of 3.0%, a volatility factor of 27.68% and an expected life of 3.39 years. Amounts in the CAP Reconciliation Tables (other than totals shown in the first and last rows) are actual amounts rounded to the nearest dollar, and the total CAP is the sum of the amounts shown. In the following footnotes award descriptions are rounded to the nearest share, and fair values are rounded to the nearest penny. d. Includes 101,564 PSP award units granted in 2022 based on initial target, 52,657 Executive Restricted Stock Unit awards granted in 2022, and 30,060 award units related to dividend equivalents on outstanding unvested awards reinvested in 2022, each with a fair value of $117.11 as of December 30, 2022 (the last trading day of 2022). In addition, the incremental value includes projected 61,207 PSP award units related to the 2020 PSP grant as adjusted for actual performance above target through December 31, 2022. For these projected 2020 PSP awards above target, the incremental fair value as of December 30, 2022 equals $117.11 per share because the 2020 PSP award only included target shares at the end of the prior year. The 2022 PSP awards and related reinvested dividend equivalents are shown at target for the year of grant because that is the probable payout as of the end of that year. The 2020 PSP awards vesting and settling in 2023 are adjusted for actual performance because that is the probable payout based on performance through the end of the performance period (ending December 31, 2022) even though the HRCC retained the discretion to adjust the payout until the time of settlement in February of 2023. e. Includes 200,722 PSP award units granted in 2021 based on initial target, 104,076 Executive Restricted Stock Unit awards granted in 2021, and 21,936 award units related to dividend equivalents on outstanding unvested awards reinvested in 2021, each with a fair value of $72.17 as of December 31, 2021. In addition, the incremental value includes 69,869 projected PSP award units related to the 2019 PSP grant as adjusted for actual performance above target through December 31, 2021. For these projected 2019 PSP awards above target, the incremental fair value as of December 31, 2021 equals $72.17 per share because the 2019 PSP award only included target shares at the end of the prior year. The 2021 PSP awards and related reinvested dividend equivalents are shown at target for the year of grant because that is the probable payout as of the end of that year. The 2019 PSP awards vesting and settling in 2022 are adjusted for actual performance because that is the probable payout based on performance through the end of the performance period (ending December 31, 2021) even though the HRCC retained the discretion to adjust the payout until the time of settlement in February of 2022. f. Includes 143,928 PSP award units granted in 2020 based on initial target, 74,639 Executive Restricted Stock Units granted in 2020, and 25,461 award units related to dividend equivalents on outstanding unvested awards reinvested in 2020, each with a fair value of $39.95 as of December 31, 2020. In addition, the incremental value includes 55,887 projected PSP award units related to the 2018 PSP grant as adjusted for actual performance above target through December 31, 2020. For these projected 2018 PSP awards above target, the incremental fair value as of December 31, 2020 equals $39.95 per share because the 2018 PSP award only included target shares at the end of the prior year. The 2020 PSP awards and related reinvested dividend equivalents are shown at target for the year of grant because that is the probable payout as of the end of that year. The 2018 PSP awards vesting and settling in 2021 are adjusted for actual performance because that is the probable payout based on performance through the end of the performance period (ending December 31, 2020) even though the HRCC retained the discretion to adjust the payout until the time of settlement in February of 2021. g. Includes 2,115 restricted stock units related to the Executive Restricted Stock Unit Program award granted in 2022 for which restrictions were lapsed on November 29, 2022 to satisfy required tax withholding, with a fair value of $125.38 as of the vesting date. Also includes 160 award units related to dividend equivalents on outstanding 2019 Executive Restricted Stock Unit awards that were reinvested in 2022 and that vested February 14, 2022 with a fair value of $91.47 as of the vesting date. Also includes 309 award units related to dividend equivalents on outstanding 2019 PSP awards that were reinvested in 2022 and that vested February 20, 2022 with a fair value of $89.67 as of the trading day immediately preceding the vesting date. Also includes 164 PSP award units as a performance adjustment to the 2019 PSP grant that vested on February 20, 2022 with a fair value of $89.67 as of the trading day immediately preceding the vesting date. h. Includes 4,127 restricted stock units related to the Executive Restricted Stock Unit Program award granted in 2021 for which restrictions were lapsed on November 30, 2021 to satisfy required tax withholding, with a fair value of $71.13 as of the vesting date. Also includes 9,607 PSP award units as a performance adjustment to the 2018 PSP grant that vested on February 20, 2021 with a fair value of $48.04 as of the trading day immediately preceding the vesting date. i. Includes 2,979 restricted stock units related to the Executive Restricted Stock Unit Program award granted in 2020 for which restrictions were lapsed on November 30, 2020 to satisfy required tax withholding, with a fair value of $40.79 as of the vesting date. Also includes 1,500 PSP award units as a performance adjustment to the 2017 PSP grant that vested on February 20, 2020 with a fair value of $59.07 as of the vesting date. j. The incremental fair value of unvested awards as of December 31, 2022 includes 6,780 restricted shares for LTIP VIII—PSP I initial payout, for which restrictions lapse at retirement; 106,204 restricted stock units related to grants for PSP I final payout—PSP VI, for which restrictions lapse following separation from service; 71,789 restricted stock units for PSP VIII and PSP VIII Tail for which Mr. Lance elected to defer lapsing of restrictions until separation of service; 80,063 restricted stock units related to the grant of Executive Restricted Stock Units in 2020, for which restrictions lapse three years from the grant date; 107,218 restricted stock units related to the grant of Executive Restricted Stock Units in 2021, for which restrictions lapse three years from the grant date; 154,387 PSP award units related to the grant in 2020 based on initial target; and 206,781 PSP award units related to the grant in 2021 based on initial target. For these awards, the positive change in fair value equals the aggregate number of shares multiplied by $44.94, which is the excess of $117.11 (the fair value of the company’s common stock as of December 30, 2022) over $72.17 (the fair value of the company’s common stock as of December 31, 2021). k. The incremental fair value of unvested awards as of December 31, 2021 includes 6,949 restricted shares for LTIP VIII—PSP I initial payout, for which restrictions lapse at retirement; 1,168 restricted stock units for LTIP VIII—LTIP IX, for which restrictions lapse at retirement; 106,204 restricted stock units related to grants for PSP I final payout—PSP VI, for which restrictions lapse following separation from service; 71,789 restricted stock units for PSP VIII and PSP VIII Tail for which Mr. Lance elected to defer lapsing of restrictions until separation of service; 66,353 restricted stock units related to the grant of Executive Restricted Stock Units in 2019, for which restrictions lapse three years from the grant date; 77,717 restricted stock units related to the grant of Executive Restricted Stock Units in 2020, for which restrictions lapse three years from the grant date; 127,967 PSP award units related to the grant in 2019 based on initial target; and 149,863 PSP award units related to the grant in 2020 based on initial target. For these awards, the positive change in fair value equals the aggregate number of shares multiplied by $32.22, which is the excess of $72.17 (the fair value of the company’s common stock as of December 31, 2021) over $39.95 (the fair value of the company’s common stock as of December 31, 2020). l. The incremental fair value of unvested awards as of December 31, 2020 includes 7,118 restricted shares for LTIP VIII—PSP I initial payout, for which restrictions lapse at retirement; 2,335 restricted stock units for LTIP VIII—LTIP IX, for which restrictions lapse at retirement; 106,204 restricted stock units related to grants for PSP I final payout—PSP VI, for which restrictions lapse following separation from service; 71,789 restricted stock units for PSP VIII and PSP VIII Tail for which Mr. Lance elected to defer lapsing of restrictions until separation of service; 72,469 restricted stock units related to the grant of Executive Restricted Stock Units in 2018, for which restrictions lapse three years from the grant date; 63,725 restricted stock units related to the grant of Executive Restricted Stock Units in 2019, for which restrictions lapse three years from the grant date; 139,778 PSP award units related to the grant in 2018 based on initial target; and 122,899 PSP award units related to the grant in 2019 based on initial target. For these awards, the negative change in fair value equals the aggregate number of shares multiplied by negative $24.59, which is the difference between $39.95 (the fair value of the company’s common stock as of December 31, 2020) and $64.54 (the fair value of the company’s common stock as of December 31, 2019). m. The incremental fair value of awards vesting in 2022 includes 201,698 PSP award units related to the grant in 2019 that settled in cash based on performance as approved by the HRCC at its February 2022 meeting. For these awards, the positive change in fair value equals the aggregate number of shares multiplied by $17.50, which is the excess of $89.67 (the fair value of the company’s common stock as of the trading date immediately preceding the February 20, 2022 vesting date) over $72.17 (the fair value of the company’s common stock as of December 31, 2021). Also includes 68,356 restricted stock units related to the grant of Executive Restricted Stock Units in 2019 that vested and settled in stock on February 14, 2022. For these awards, the positive change in fair value equals the aggregate number of shares multiplied by $19.30, which is the excess of $91.47 (the fair value of the company’s common stock as of February 14, 2022) over $72.17 (the fair value of the company’s common stock as of December 31, 2021). Also includes 1,337 restricted stock and restricted stock units for LTIP VIII and LTIP IX with regard to which the HRCC approved lapsing restriction on October 5, 2022. For these awards, the change in fair value equals the aggregate number of shares multiplied by $43.34, which is the difference between $115.51 (the fair value of the company’s common stock as of October 5, 2022) over $72.17 (the fair value of the company’s common stock as of December 31, 2021). n. The incremental fair value of awards vesting in 2021 includes 201,429 PSP award units related to the grant in 2018 that settled in cash based on performance as approved by the HRCC at its February 2021 meeting. For these awards, the positive change in fair value equals the aggregate number of shares multiplied by $8.09, which is the excess of $48.04 (the fair value of the company’s common stock as of the trading date immediately preceding the February 20, 2021 vesting date) over $39.95 (the fair value of the company’s common stock as of December 31, 2020). Also includes 75,458 restricted stock units related to the grant of Executive Restricted Stock Units in 2018 that vested and settled in stock on February 13, 2021. For these awards, the positive change in fair value equals the aggregate number of shares multiplied by $6.64, which is the excess of $46.59 (the fair value of the company’s common stock as of the trading date immediately preceding February 13, 2021) over $39.95 (the fair value of the company’s common stock as of December 31, 2020). Also includes 1,336 restricted stock and restricted stock units for LTIP VIII and LTIP IX with regard to which the HRCC approved lapsing restriction on October 6, 2021. For these awards, the change in fair value equals the aggregate number of shares multiplied by $31.00, which is the difference between $70.95 (the fair value of the company’s common stock as of the vesting date) over $39.95 (the fair value of the company’s common stock as of December 31, 2020). o. The incremental fair value of awards vesting in 2020 includes 292,410 PSP award units related to the grant in 2017 that settled in cash based on performance as approved by the HRCC at its February 2020 meeting. For these awards, the negative change in fair value equals the aggregate number of shares multiplied by negative $5.47, which is the difference between $59.07 (the fair value of the company’s common stock as of the February 20, 2020 vesting date) and $64.54 (the fair value of the company’s common stock as of December 31, 2019). Also includes 162,965 restricted stock units related to PSP X for which restrictions lapsed on February 18, 2020. For these awards, the negative change in fair value equals the aggregate number of shares multiplied by negative $6.40, which is the difference between $58.14 (the fair value of the company’s common stock as of the vesting date) and $64.54 (the fair value of the company’s common stock as of December 31, 2019). Also includes 1,336 restricted stock and restricted stock units for LTIP VIII and LTIP IX with regard to which the HRCC approved lapsing restrictions. For these awards, the negative change in fair value equals the aggregate number of shares multiplied by negative $2.78, which is the difference between $61.76 (the fair value of the company’s common stock as of the vesting date) and $64.54 (the fair value of the company’s common stock as of December 31, 2019). Also includes 168,934 nonqualified stock options granted under the Stock Option Program in 2017 and vesting on February 14, 2020. For these stock options, the negative change in the fair value of the option awards was $4.20 per option, determined as the difference between the $13.20 value on the vesting date and the $17.40 value on December 31, 2019, in each case determining value under FASB ASC Topic 718 using a Black-Scholes-Merton-based methodology. p. Includes an average of 27,064 PSP award units (including promotional award units) granted in 2022 based on initial target, an average of 12,203 Executive Restricted Stock Unit awards granted in 2022, and 6,082 award units related to dividend equivalents on outstanding unvested awards reinvested in 2022, each with a fair value of $117.11 as of December 30, 2022 (the last trading day of 2022). In addition, the incremental value includes an average of projected 10,070 PSP award units related to the 2020 PSP grant as adjusted for actual performance above target through December 31, 2022. For these average projected 2020 PSP awards above target, the incremental fair value as of December 30, 2022 equals $117.11 per share because the average 2020 PSP award only included target shares at the end of the prior year. The average 2022 PSP awards and related reinvested dividend equivalents are shown at target for the year of grant because that is the probable payout as of the end of that year. The average 2020 PSP awards vesting and settling in 2023 are adjusted for actual performance because that is the probable payout based on performance through the end of the performance period (ending December 31, 2022) even though the HRCC retained the discretion to adjust the payout until the time of settlement in February of 2023. q. Includes an average of 34,980 PSP award units (including promotional awards) granted in 2021 based on initial target, an average of 14,154 Executive Restricted Stock Units granted in 2021, an average of 26,142 off-cycle inducement award units granted in 2021 in connection with the acquisition of Concho Resources Inc., and an average of 3,637 award units related to dividend equivalents on outstanding unvested awards reinvested in 2021, each with a fair value of $72.17 as of December 31, 2021. In addition, the incremental value includes an average of 14,051 projected PSP award units related to the 2019 PSP grant as adjusted for actual performance above target through December 31, 2021. For these average projected 2019 PSP awards above target, the incremental fair value as of December 31, 2021 equals $72.17 per share because the average 2019 PSP award only included target shares at the end of the prior year. The average 2021 PSP awards are shown at target for the year of grant because that is the probable payout as of the end of that year. The average 2019 PSP awards vesting and settling in 2022 are adjusted for actual performance because that is the probable payout based on performance through the end of the performance period (ending December 31, 2021) even though the HRCC retained the discretion to adjust the payout until the time of settlement in February of 2022. r. Includes an average of 44,792 PSP award units (including promotional awards) granted in 2020 based on initial target, an average of 19,706 Executive Restricted Stock Units granted in 2020, and an average of 6,890 award units related to dividend equivalents on outstanding unvested awards reinvested in 2020, each with a fair value of $39.95 as of December 31, 2020. In addition, the incremental value includes an average of 15,197 projected PSP award units related to the 2018 PSP grant as adjusted for actual performance above target through December 31, 2020. For these average projected 2018 PSP awards above target, the incremental fair value as of December 31, 2020 equals $39.95 per share because the average 2018 PSP award only included target shares at the end of the prior year. The average 2020 PSP awards are shown at target for the year of grant because that is the probable payout as of the end of that year. The average 2018 PSP awards vesting and settling in 2021 are adjusted for actual performance because that is the probable payout based on performance through the end of the performance period (ending December 31, 2020) even though the HRCC retained the discretion to adjust the payout until the time of settlement in February of 2021. s. Includes an average of 251 restricted stock units related to the Executive Restricted Stock Unit Program award granted in 2022 for which restrictions were lapsed on November 29, 2022 to satisfy required tax withholding, with a fair value of $125.38 as of the vesting date. Also includes an average of 18 award units related to dividend equivalents on outstanding 2019 Executive Restricted Stock Unit awards that were reinvested in 2022 and that vested February 14, 2022 with a fair value of $91.47 as of the vesting date. Also includes an average of 44 award units related to dividend equivalents on outstanding 2019 PSP awards that were reinvested in 2022 and that vested February 20, 2022 with a fair value of $89.67 as of the trading day immediately preceding the vesting date. Also includes an average of 25 PSP award units as a performance adjustment to the 2019 PSP grant that vested on February 20, 2022 with a fair value of $89.67 as of the trading day immediately preceding the vesting date. t. Includes an average of 221 restricted stock units related to the Executive Restricted Stock Unit Program award granted in 2021 for which restrictions were lapsed on November 30, 2021 to satisfy required tax withholding, with a fair value of $71.13 as of the vesting date. Also includes an average of 1,693 PSP award units as a performance adjustment to the 2018 PSP grant that vested on February 20, 2021 with a fair value of $48.04 as of the trading day immediately preceding the vesting date. Also includes an average of 3,857 Executive Restricted Stock Unit Program awards and an average of 297 award units for related dividend equivalents granted in 2021 for which a prorated portion of restrictions were lapsed in connection with retirement, with a fair value of $74.91 as of the vesting date. u. Includes an average of 581 restricted stock units related to the Executive Restricted Stock Unit Program award granted in 2020 for which restrictions were lapsed on November 30, 2020 to satisfy required tax withholding, with a fair value of $40.79 as of the vesting date. Also includes an average of 357 PSP award units as a performance adjustment to the 2017 PSP grant that vested on February 20, 2020 with a fair value of $59.07 as of the vesting date. v. The incremental fair value of average unvested awards as of December 31, 2022 includes 4,871 restricted stock units related to grants for PSP I final payout—PSP VI, for which restrictions lapse following separation from service; 13,434 off-cycle inducement award units granted in 2021 in connection with the acquisition of Concho Resources Inc. for which restrictions lapse on January 15, 2023, the second anniversary of the grant date; 9,289 restricted stock units related to the grant of Executive Restricted Stock Units in 2020, for which restrictions lapse three years from the grant date; 17,661 restricted stock units related to the grant of Executive Restricted Stock Units in 2021, for which restrictions lapse three years from the grant date; 25,173 PSP award units related to the grant in 2020 based on initial target; and 37,351 PSP award units related to the grant in 2021 based on initial target. For these awards, the positive change in fair value equals the average number of shares multiplied by $44.94, which is the excess of $117.11 (the fair value of the company’s common stock as of December 30, 2022) over $72.17 (the fair value of the company’s common stock as of December 31, 2021). w. The incremental fair value of average unvested awards as of December 31, 2021 includes 4,871 restricted stock units related to grants for PSP I final payout—PSP VI, for which restrictions lapse following separation from service; 6,837 restricted stock units related to the grant of Executive Restricted Stock Units in 2019, for which restrictions lapse three years from the grant date; 8,078 restricted stock units related to the grant of Executive Restricted Stock Units in 2020, for which restrictions lapse three years from the grant date; 25,302 PSP award units related to the grant in 2019 based on initial target; and 26,142 PSP award units related to the grant in 2020 based on initial target. For these awards, the positive change in fair value equals the average number of shares multiplied by $32.22, which is the excess of $72.17 (the fair value of the company’s common stock as of December 31, 2021) over $39.95 (the fair value of the company’s common stock as of December 31, 2020). x. The incremental fair value of average unvested awards as of December 31, 2020 includes 17,828 restricted stock units related to grants for PSP I final payout—PSP VI, PSP IX, and PSP IX Tail, for which restrictions lapse following separation from service; 16,041 restricted stock units related to the grant of Executive Restricted Stock Units in 2018, for which restrictions lapse three years from the grant date; 16,868 restricted stock units related to the grant of Executive Restricted Stock Units in 2019, for which restrictions lapse three years from the grant date; 37,183 PSP award units related to the grant in 2018 based on initial target; 34,984 PSP award units related to the grant in 2019 based on initial target; and 783 restricted stock units related to an inducement grant at the beginning of employment, for which restrictions lapse three years from the grant date. For these awards, the negative change in fair value equals the average number of shares multiplied by negative $24.59, which is the difference between $39.95 (the fair value of the company’s common stock as of December 31, 2020) and $64.54 (the fair value of the company’s common stock as of December 31, 2019). y. The incremental fair value of average awards vesting in 2022 includes 28,509 PSP award units related to the grant in 2019 that settled in cash based on performance as approved by the HRCC at its February 2022 meeting. For these awards, the positive change in fair value equals the average number of shares multiplied by $17.50, which is the excess of $89.67 (the fair value of the company’s common stock as of the trading date immediately preceding the February 20, 2022 vesting date) over $72.17 (the fair value of the company’s common stock as of December 31, 2021). Also includes an average of 7,858 restricted stock units related to the grant of Executive Restricted Stock Units in 2019 that vested and settled in stock on February 14, 2022. For these awards, the positive change in fair value equals the aggregate number of shares multiplied by $19.30, which is the excess of $91.47 (the fair value of the company’s common stock as of February 14, 2022) over $72.17 (the fair value of the company’s common stock as of December 31, 2021). Also includes an average of 13,497 off-cycle inducement award units granted in 2021 in connection with the acquisition of Concho Resources Inc. for which restrictions lapsed on January 15, 2022, the first anniversary of the grant date. For this award, the positive change in fair value equals the average number of shares multiplied by $13.20, which is the excess of $85.37 (the fair value of the company’s comm | |||||||
Company Selected Measure Name | 1-Year Relative TSR | |||||||
Named Executive Officers, Footnote [Text Block] | (4) | |||||||
Peer Group Issuers, Footnote [Text Block] | Peer Group TSR shown for 2020 is the value as of December 31, 2020 of a hypothetical investment of $100 in the stock of our performance peer group on December 31, 2019 with all dividends reinvested. The amount shown in 2021 is the cumulative value of that hypothetical investment (with all dividends reinvested) as of December 31, 2021. The amount shown in 2022 is the cumulative value of that hypothetical investment (with all dividends reinvested) as of December 30, 2022 (the last trading day in 2022). For this purpose and for all years shown in the table, our performance peer group consists of APA Corporation, Chevron Corporation, Devon Energy Corporation, EOG Resources, Inc., ExxonMobil Corporation, Hess Corporation, Marathon Oil Corporation, and Occidental Petroleum Corporation (see “Measuring Performance – Performance Peer Group” page 81 “Measuring Performance – Performance Peer Group” page 81 | |||||||
PEO Total Compensation Amount | $ 19,972,339 | $ 23,886,640 | $ 28,054,551 | |||||
PEO Actually Paid Compensation Amount | $ 74,688,355 | 59,903,247 | 31,889 | |||||
Adjustment To PEO Compensation, Footnote [Text Block] | CEO SCT Total to CAP Reconciliation 2022 2021 2020 SCT Total $ 19,972,339 $ 23,886,640 $ 28,054,551 Minus the increase in actuarial present value of pensions shown under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the SCT – (2,515,751 ) ( 11,020,463 ) Plus the “service cost” of such pensions a 1,141,445 1,343,503 1,042,259 Plus the b – – – Minus the grant date fair value of awards shown under the “Stock Awards” column of the SCT c (14,308,868 ) (14,405,706 ) (12,977,895 ) Minus the the c – – – Plus the year end fair value of equity awards granted during the year and unvested at year end c 28,749,127 d 28,624,757 e 11,981,608 f Plus the vesting date fair value of equity awards granted and vesting during the year c 322,229 g 755,029 h 210,111 i Plus or minus the change in fair value from prior year end to current year end of outstanding equity awards granted in a prior year and unvested at year end c 32,947,368 j 19,593,032 k (14,414,597 ) l Plus or minus the change in fair value from prior year end to the vesting date of equity awards granted in a prior year and vesting during the year c 4,905,247 m 2,171,135 n (3,354,040 ) o Minus the prior year end fair value of equity awards forfeited during the year c – – – Plus dividends or other earnings paid during the year and prior to the vesting date of any equity awards and not otherwise included in the SCT total 959,468 450,608 510,355 Equals CAP $ 74,688,355 $ 59,903,247 $ 31,889 | |||||||
Non-PEO NEO Average Total Compensation Amount | $ 6,133,798 | 7,379,438 | 7,352,737 | |||||
Non-PEO NEO Average Compensation Actually Paid Amount | $ 14,617,414 | 12,790,641 | 1,715,641 | |||||
Adjustment to Non-PEO NEO Compensation Footnote [Text Block] | Non-CEO NEOs Average SCT Total to Average CAP Reconciliation 2022 2021 2020 Average SCT Total $ 6,133,798 $ 7,379,438 $ 7,352,737 Minus the average increase in actuarial present value of pensions shown under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the SCT (289,810 ) (62,824 ) (1,944,896 ) Plus the average “service cost” of such pensions a 160,694 133,552 205,051 Plus the average “prior service cost” of such pensions b – – – Minus the average grant date fair value of awards shown under the “Stock Awards” column of the SCT c (3,626,800 ) (4,621,581 ) (3,740,342 ) Minus the grant c – – – Plus the average year end fair value of equity awards granted during the year and unvested at year end c 6,490,104 p 6,709,767 q 3,459,078 r Plus the average vesting date fair value of equity awards granted and vesting during the year c 39,272 s 408,188 t 44,781 u Plus or minus the average change in fair value from prior year end to current year end of outstanding equity awards granted in a prior year and unvested at year end c 4,843,066 v 2,295,351 w (3,040,850 ) x Plus or minus the average change in fair value from prior year end to the vesting date of equity awards granted in a prior year and vesting during the year c 828,449 y 859,306 z (691,948 ) aa Minus the the c – (350,375 ) ab – Plus average dividends or other earnings paid on equity awards during the year and prior to the vesting date and not otherwise included above 38,641 39,819 72,030 Equals CAP $ 14,617,414 $ 12,790,641 $ 1,715,641 | |||||||
Equity Valuation Assumption Difference, Footnote [Text Block] | Amounts shown are based on the fair value of awards as determined in accordance with FASB ASC Topic 718. See the “Employee Benefit Plans” section of Note 16 in the Notes to Consolidated Financial Statements in ConocoPhillips’ 2022 Annual Report on Form 10-K for a discussion of the relevant assumptions used in this determination. For options, fair value is determined under FASB ASC Topic 718 using a Black-Scholes-Merton-based methodology and the following assumptions: for December 31, 2019 the model used a risk-free interest rate of 1.64%, a dividend yield of | |||||||
Compensation Actually Paid vs. Total Shareholder Return [Text Block] | COMPENSATION ACTUALLY PAID VS. COMPANY AND PEER TSR For purposes of this chart, company TSR and peer TSR are calculated as described in footnotes (5) and (6) on page 121 | |||||||
Compensation Actually Paid vs. Net Income [Text Block] | COMPENSATION ACTUALLY PAID VS. NET INCOME | |||||||
Compensation Actually Paid vs. Company Selected Measure [Text Block] | COMPENSATION ACTUALLY PAID VS. 1-YEAR RELATIVE TOTAL Note: As discussed under “ Components of Executive Compensation – Performance-Based Pay Programs page 73 Philosophy and Principles of our Executive Compensation Program – Pay for Performance page 71 Process for Determining Executive Compensation – Relative Total Shareholder Return (VCIP and PSP) page 80 Pay Versus Performance Table. For purposes of this chart, relative TSR is calculated as described in footnote (6) on page 121 | |||||||
Tabular List [Table Text Block] | Linking Pay and Performance The items below represent the most important performance measures ConocoPhillips used to link company performance to compensation, as reflected in CAP, to the NEOs for the 2022 fiscal year. TABULAR LIST OF PERFORMANCE MEASURES ● Relative Total Shareholder Return ● Production ● Relative Adjusted ROCE ● HSE ● Capital ● Strategic, Operational, and ESG Milestones ● Operating and Overhead Costs | |||||||
Total Shareholder Return Amount | $ 203.11 | 119.06 | 64.02 | |||||
Peer Group Total Shareholder Return Amount | 183.13 | 105.36 | 66.5 | |||||
Net Income (Loss) | $ 18,680,000,000 | $ 8,079,000,000 | $ (2,701,000,000) | |||||
Company Selected Measure Amount | 43 | 69 | 57 | |||||
PEO Name | Mr. Lance | |||||||
Measure [Axis]: 1 | ||||||||
Pay vs Performance Disclosure [Table] | ||||||||
Measure Name | Relative Total Shareholder Return | |||||||
Measure [Axis]: 2 | ||||||||
Pay vs Performance Disclosure [Table] | ||||||||
Measure Name | Production | |||||||
Measure [Axis]: 3 | ||||||||
Pay vs Performance Disclosure [Table] | ||||||||
Measure Name | Relative Adjusted ROCE | |||||||
Measure [Axis]: 4 | ||||||||
Pay vs Performance Disclosure [Table] | ||||||||
Measure Name | HSE | |||||||
Measure [Axis]: 5 | ||||||||
Pay vs Performance Disclosure [Table] | ||||||||
Measure Name | Capital | |||||||
Measure [Axis]: 6 | ||||||||
Pay vs Performance Disclosure [Table] | ||||||||
Measure Name | Strategic, Operational, and ESG Milestones | |||||||
Measure [Axis]: 7 | ||||||||
Pay vs Performance Disclosure [Table] | ||||||||
Measure Name | Operating and Overhead Costs | |||||||
PEO [Member] | Minus the increase in actuarial present value of pensions shown under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the SCT [Member] | ||||||||
Pay vs Performance Disclosure [Table] | ||||||||
Adjustment to Compensation Amount | $ (2,515,751) | $ (11,020,463) | ||||||
PEO [Member] | Plus the “service cost” of such pensions [Member] | ||||||||
Pay vs Performance Disclosure [Table] | ||||||||
Adjustment to Compensation Amount | [1] | 1,141,445 | 1,343,503 | 1,042,259 | ||||
PEO [Member] | Plus the “prior service cost” of such pensions [Member] | ||||||||
Pay vs Performance Disclosure [Table] | ||||||||
Adjustment to Compensation Amount | [2] | |||||||
PEO [Member] | Minus the grant date fair value of awards shown under the “Stock Awards” column of the SCT [Member] | ||||||||
Pay vs Performance Disclosure [Table] | ||||||||
Adjustment to Compensation Amount | [3] | (14,308,868) | (14,405,706) | (12,977,895) | ||||
PEO [Member] | Minus the grant date fair value of awards shown under the “Option Awards” column of the SCT [Member] | ||||||||
Pay vs Performance Disclosure [Table] | ||||||||
Adjustment to Compensation Amount | [3] | |||||||
PEO [Member] | Plus the year end fair value of equity awards granted during the year and unvested at year end [Member] | ||||||||
Pay vs Performance Disclosure [Table] | ||||||||
Adjustment to Compensation Amount | [3] | 28,749,127 | [4] | 28,624,757 | [5] | 11,981,608 | [6] | |
PEO [Member] | Plus the vesting date fair value of equity awards granted and vesting during the year [Member] | ||||||||
Pay vs Performance Disclosure [Table] | ||||||||
Adjustment to Compensation Amount | [3] | 322,229 | [7] | 755,029 | [8] | 210,111 | [9] | |
PEO [Member] | Plus or minus the change in fair value from prior year end to current year end of outstanding equity awards granted in a prior year and unvested at year end [Member] | ||||||||
Pay vs Performance Disclosure [Table] | ||||||||
Adjustment to Compensation Amount | [3] | 32,947,368 | [10] | 19,593,032 | [11] | (14,414,597) | [12] | |
PEO [Member] | Plus or minus the change in fair value from prior year end to the vesting date of equity awards granted in a prior year and vesting during the year [Member] | ||||||||
Pay vs Performance Disclosure [Table] | ||||||||
Adjustment to Compensation Amount | [3] | 4,905,247 | [13] | 2,171,135 | [14] | (3,354,040) | [15] | |
PEO [Member] | Minus the prior year end fair value of equity awards forfeited during the year [Member] | ||||||||
Pay vs Performance Disclosure [Table] | ||||||||
Adjustment to Compensation Amount | [3] | |||||||
PEO [Member] | Plus dividends or other earnings paid during the year and prior to the vesting date of any equity awards and not otherwise included in the SCT total [Member] | ||||||||
Pay vs Performance Disclosure [Table] | ||||||||
Adjustment to Compensation Amount | 959,468 | 450,608 | 510,355 | |||||
Non-PEO NEO [Member] | Minus the grant date fair value of awards shown under the “Option Awards” column of the SCT [Member] | ||||||||
Pay vs Performance Disclosure [Table] | ||||||||
Adjustment to Compensation Amount | [3] | |||||||
Non-PEO NEO [Member] | Minus the average increase in actuarial present value of pensions shown under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the SCT [Member] | ||||||||
Pay vs Performance Disclosure [Table] | ||||||||
Adjustment to Compensation Amount | (289,810) | (62,824) | (1,944,896) | |||||
Non-PEO NEO [Member] | Plus the average “service cost” of such pensions [Member] | ||||||||
Pay vs Performance Disclosure [Table] | ||||||||
Adjustment to Compensation Amount | [1] | 160,694 | 133,552 | 205,051 | ||||
Non-PEO NEO [Member] | Plus the average “prior service cost” of such pensions [Member] | ||||||||
Pay vs Performance Disclosure [Table] | ||||||||
Adjustment to Compensation Amount | [2] | |||||||
Non-PEO NEO [Member] | Minus the average grant date fair value of awards shown under the “Stock Awards” column of the SCT [Member] | ||||||||
Pay vs Performance Disclosure [Table] | ||||||||
Adjustment to Compensation Amount | [3] | (3,626,800) | (4,621,581) | (3,740,342) | ||||
Non-PEO NEO [Member] | Plus the average year end fair value of equity awards granted during the year and unvested at year end [Member] | ||||||||
Pay vs Performance Disclosure [Table] | ||||||||
Adjustment to Compensation Amount | [3] | 6,490,104 | [16] | 6,709,767 | [17] | 3,459,078 | [18] | |
Non-PEO NEO [Member] | Plus the average vesting date fair value of equity awards granted and vesting during the year [Member] | ||||||||
Pay vs Performance Disclosure [Table] | ||||||||
Adjustment to Compensation Amount | [3] | 39,272 | [19] | 408,188 | [20] | 44,781 | [21] | |
Non-PEO NEO [Member] | Plus or minus the average change in fair value from prior year end to current year end of outstanding equity awards granted in a prior year and unvested at year end [Member] | ||||||||
Pay vs Performance Disclosure [Table] | ||||||||
Adjustment to Compensation Amount | [3] | 4,843,066 | [22] | 2,295,351 | [23] | (3,040,850) | [24] | |
Non-PEO NEO [Member] | Plus or minus the average change in fair value from prior year end to the vesting date of equity awards granted in a prior year and vesting during the year [Member] | ||||||||
Pay vs Performance Disclosure [Table] | ||||||||
Adjustment to Compensation Amount | [3] | 828,449 | [25] | 859,306 | [26] | (691,948) | [27] | |
Non-PEO NEO [Member] | Minus the average prior year end fair value of equity awards forfeited during the year [Member] | ||||||||
Pay vs Performance Disclosure [Table] | ||||||||
Adjustment to Compensation Amount | [3] | (350,375) | [28] | |||||
Non-PEO NEO [Member] | Plus average dividends or other earnings paid on equity awards during the year and prior to the vesting date and not otherwise included above [Member] | ||||||||
Pay vs Performance Disclosure [Table] | ||||||||
Adjustment to Compensation Amount | $ 38,641 | $ 39,819 | $ 72,030 | |||||
[1]The “service cost” is the actuarial present value of defined benefit pensions that is attributable to services rendered during the year. See “Pension Benefits” page 104 o. p. q. r. Includes an average of 44,792 PSP award units (including promotional awards) granted in 2020 based on initial target, an average of 19,706 Executive Restricted Stock Units granted in 2020, and an average of 6,890 award units related to dividend equivalents on outstanding unvested awards reinvested in 2020, each with a fair value of $39.95 as of December 31, 2020. In addition, the incremental value includes an average of 15,197 projected PSP award units related to the 2018 PSP grant as adjusted for actual performance above target through December 31, 2020. For these average projected 2018 PSP awards above target, the incremental fair value as of December 31, 2020 equals $39.95 per share because the average 2018 PSP award only included target shares at the end of the prior year. The average 2020 PSP awards are shown at target for the year of grant because that is the probable payout as of the end of that year. The average 2018 PSP awards vesting and settling in 2021 are adjusted for actual performance because that is the probable payout based on performance through the end of the performance period (ending December 31, 2020) even though the HRCC retained the discretion to adjust the payout until the time of settlement in February of 2021. s. Includes an average of 251 restricted stock units related to the Executive Restricted Stock Unit Program award granted in 2022 for which restrictions were lapsed on November 29, 2022 to satisfy required tax withholding, with a fair value of $125.38 as of the vesting date. Also includes an average of 18 award units related to dividend equivalents on outstanding 2019 Executive Restricted Stock Unit awards that were reinvested in 2022 and that vested February 14, 2022 with a fair value of $91.47 as of the vesting date. Also includes an average of 44 award units related to dividend equivalents on outstanding 2019 PSP awards that were reinvested in 2022 and that vested February 20, 2022 with a fair value of $89.67 as of the trading day immediately preceding the vesting date. Also includes an average of 25 PSP award units as a performance adjustment to the 2019 PSP grant that vested on February 20, 2022 with a fair value of $89.67 as of the trading day immediately preceding the vesting date. t. Includes an average of 221 restricted stock units related to the Executive Restricted Stock Unit Program award granted in 2021 for which restrictions were lapsed on November 30, 2021 to satisfy required tax withholding, with a fair value of $71.13 as of the vesting date. Also includes an average of 1,693 PSP award units as a performance adjustment to the 2018 PSP grant that vested on February 20, 2021 with a fair value of $48.04 as of the trading day immediately preceding the vesting date. Also includes an average of 3,857 Executive Restricted Stock Unit Program awards and an average of 297 award units for related dividend equivalents granted in 2021 for which a prorated portion of restrictions were lapsed in connection with retirement, with a fair value of $74.91 as of the vesting date. u. Includes an average of 581 restricted stock units related to the Executive Restricted Stock Unit Program award granted in 2020 for which restrictions were lapsed on November 30, 2020 to satisfy required tax withholding, with a fair value of $40.79 as of the vesting date. Also includes an average of 357 PSP award units as a performance adjustment to the 2017 PSP grant that vested on February 20, 2020 with a fair value of $59.07 as of the vesting date. v. The incremental fair value of average unvested awards as of December 31, 2022 includes 4,871 restricted stock units related to grants for PSP I final payout—PSP VI, for which restrictions lapse following separation from service; 13,434 off-cycle inducement award units granted in 2021 in connection with the acquisition of Concho Resources Inc. for which restrictions lapse on January 15, 2023, the second anniversary of the grant date; 9,289 restricted stock units related to the grant of Executive Restricted Stock Units in 2020, for which restrictions lapse three years from the grant date; 17,661 restricted stock units related to the grant of Executive Restricted Stock Units in 2021, for which restrictions lapse three years from the grant date; 25,173 PSP award units related to the grant in 2020 based on initial target; and 37,351 PSP award units related to the grant in 2021 based on initial target. For these awards, the positive change in fair value equals the average number of shares multiplied by $44.94, which is the excess of $117.11 (the fair value of the company’s common stock as of December 30, 2022) over $72.17 (the fair value of the company’s common stock as of December 31, 2021). w. The incremental fair value of average unvested awards as of December 31, 2021 includes 4,871 restricted stock units related to grants for PSP I final payout—PSP VI, for which restrictions lapse following separation from service; 6,837 restricted stock units related to the grant of Executive Restricted Stock Units in 2019, for which restrictions lapse three years from the grant date; 8,078 restricted stock units related to the grant of Executive Restricted Stock Units in 2020, for which restrictions lapse three years from the grant date; 25,302 PSP award units related to the grant in 2019 based on initial target; and 26,142 PSP award units related to the grant in 2020 based on initial target. For these awards, the positive change in fair value equals the average number of shares multiplied by $32.22, which is the excess of $72.17 (the fair value of the company’s common stock as of December 31, 2021) over $39.95 (the fair value of the company’s common stock as of December 31, 2020). x. The incremental fair value of average unvested awards as of December 31, 2020 includes 17,828 restricted stock units related to grants for PSP I final payout—PSP VI, PSP IX, and PSP IX Tail, for which restrictions lapse following separation from service; 16,041 restricted stock units related to the grant of Executive Restricted Stock Units in 2018, for which restrictions lapse three years from the grant date; 16,868 restricted stock units related to the grant of Executive Restricted Stock Units in 2019, for which restrictions lapse three years from the grant date; 37,183 PSP award units related to the grant in 2018 based on initial target; 34,984 PSP award units related to the grant in 2019 based on initial target; and 783 restricted stock units related to an inducement grant at the beginning of employment, for which restrictions lapse three years from the grant date. For these awards, the negative change in fair value equals the average number of shares multiplied by negative $24.59, which is the difference between $39.95 (the fair value of the company’s common stock as of December 31, 2020) and $64.54 (the fair value of the company’s common stock as of December 31, 2019). y. The incremental fair value of average awards vesting in 2022 includes 28,509 PSP award units related to the grant in 2019 that settled in cash based on performance as approved by the HRCC at its February 2022 meeting. For these awards, the positive change in fair value equals the average number of shares multiplied by $17.50, which is the excess of $89.67 (the fair value of the company’s common stock as of the trading date immediately preceding the February 20, 2022 vesting date) over $72.17 (the fair value of the company’s common stock as of December 31, 2021). Also includes an average of 7,858 restricted stock units related to the grant of Executive Restricted Stock Units in 2019 that vested and settled in stock on February 14, 2022. For these awards, the positive change in fair value equals the aggregate number of shares multiplied by $19.30, which is the excess of $91.47 (the fair value of the company’s common stock as of February 14, 2022) over $72.17 (the fair value of the company’s common stock as of December 31, 2021). Also includes an average of 13,497 off-cycle inducement award units granted in 2021 in connection with the acquisition of Concho Resources Inc. for which restrictions lapsed on January 15, 2022, the first anniversary of the grant date. For this award, the positive change in fair value equals the average number of shares multiplied by $13.20, which is the excess of $85.37 (the fair value of the company’s common stock as of the trading date immediately preceding January 15, 2022) over $72.17 (the fair value of the company’s common stock as of December 31, 2021). z. o. p. q. r. Includes an average of 44,792 PSP award units (including promotional awards) granted in 2020 based on initial target, an average of 19,706 Executive Restricted Stock Units granted in 2020, and an average of 6,890 award units related to dividend equivalents on outstanding unvested awards reinvested in 2020, each with a fair value of $39.95 as of December 31, 2020. In addition, the incremental value includes an average of 15,197 projected PSP award units related to the 2018 PSP grant as adjusted for actual performance above target through December 31, 2020. For these average projected 2018 PSP awards above target, the incremental fair value as of December 31, 2020 equals $39.95 per share because the average 2018 PSP award only included target shares at the end of the prior year. The average 2020 PSP awards are shown at target for the year of grant because that is the probable payout as of the end of that year. The average 2018 PSP awards vesting and settling in 2021 are adjusted for actual performance because that is the probable payout based on performance through the end of the performance period (ending December 31, 2020) even though the HRCC retained the discretion to adjust the payout until the time of settlement in February of 2021. s. Includes an average of 251 restricted stock units related to the Executive Restricted Stock Unit Program award granted in 2022 for which restrictions were lapsed on November 29, 2022 to satisfy required tax withholding, with a fair value of $125.38 as of the vesting date. Also includes an average of 18 award units related to dividend equivalents on outstanding 2019 Executive Restricted Stock Unit awards that were reinvested in 2022 and that vested February 14, 2022 with a fair value of $91.47 as of the vesting date. Also includes an average of 44 award units related to dividend equivalents on outstanding 2019 PSP awards that were reinvested in 2022 and that vested February 20, 2022 with a fair value of $89.67 as of the trading day immediately preceding the vesting date. Also includes an average of 25 PSP award units as a performance adjustment to the 2019 PSP grant that vested on February 20, 2022 with a fair value of $89.67 as of the trading day immediately preceding the vesting date. t. Includes an average of 221 restricted stock units related to the Executive Restricted Stock Unit Program award granted in 2021 for which restrictions were lapsed on November 30, 2021 to satisfy required tax withholding, with a fair value of $71.13 as of the vesting date. Also includes an average of 1,693 PSP award units as a performance adjustment to the 2018 PSP grant that vested on February 20, 2021 with a fair value of $48.04 as of the trading day immediately preceding the vesting date. Also includes an average of 3,857 Executive Restricted Stock Unit Program awards and an average of 297 award units for related dividend equivalents granted in 2021 for which a prorated portion of restrictions were lapsed in connection with retirement, with a fair value of $74.91 as of the vesting date. u. Includes an average of 581 restricted stock units related to the Executive Restricted Stock Unit Program award granted in 2020 for which restrictions were lapsed on November 30, 2020 to satisfy required tax withholding, with a fair value of $40.79 as of the vesting date. Also includes an average of 357 PSP award units as a performance adjustment to the 2017 PSP grant that vested on February 20, 2020 with a fair value of $59.07 as of the vesting date. v. The incremental fair value of average unvested awards as of December 31, 2022 includes 4,871 restricted stock units related to grants for PSP I final payout—PSP VI, for which restrictions lapse following separation from service; 13,434 off-cycle inducement award units granted in 2021 in connection with the acquisition of Concho Resources Inc. for which restrictions lapse on January 15, 2023, the second anniversary of the grant date; 9,289 restricted stock units related to the grant of Executive Restricted Stock Units in 2020, for which restrictions lapse three years from the grant date; 17,661 restricted stock units related to the grant of Executive Restricted Stock Units in 2021, for which restrictions lapse three years from the grant date; 25,173 PSP award units related to the grant in 2020 based on initial target; and 37,351 PSP award units related to the grant in 2021 based on initial target. For these awards, the positive change in fair value equals the average number of shares multiplied by $44.94, which is the excess of $117.11 (the fair value of the company’s common stock as of December 30, 2022) over $72.17 (the fair value of the company’s common stock as of December 31, 2021). w. The incremental fair value of average unvested awards as of December 31, 2021 includes 4,871 restricted stock units related to grants for PSP I final payout—PSP VI, for which restrictions lapse following separation from service; 6,837 restricted stock units related to the grant of Executive Restricted Stock Units in 2019, for which restrictions lapse three years from the grant date; 8,078 restricted stock units related to the grant of Executive Restricted Stock Units in 2020, for which restrictions lapse three years from the grant date; 25,302 PSP award units related to the grant in 2019 based on initial target; and 26,142 PSP award units related to the grant in 2020 based on initial target. For these awards, the positive change in fair value equals the average number of shares multiplied by $32.22, which is the excess of $72.17 (the fair value of the company’s common stock as of December 31, 2021) over $39.95 (the fair value of the company’s common stock as of December 31, 2020). x. The incremental fair value of average unvested awards as of December 31, 2020 includes 17,828 restricted stock units related to grants for PSP I final payout—PSP VI, PSP IX, and PSP IX Tail, for which restrictions lapse following separation from service; 16,041 restricted stock units related to the grant of Executive Restricted Stock Units in 2018, for which restrictions lapse three years from the grant date; 16,868 restricted stock units related to the grant of Executive Restricted Stock Units in 2019, for which restrictions lapse three years from the grant date; 37,183 PSP award units related to the grant in 2018 based on initial target; 34,984 PSP award units related to the grant in 2019 based on initial target; and 783 restricted stock units related to an inducement grant at the beginning of employment, for which restrictions lapse three years from the grant date. For these awards, the negative change in fair value equals the average number of shares multiplied by negative $24.59, which is the difference between $39.95 (the fair value of the company’s common stock as of December 31, 2020) and $64.54 (the fair value of the company’s common stock as of December 31, 2019). y. The incremental fair value of average awards vesting in 2022 includes 28,509 PSP award units related to the grant in 2019 that settled in cash based on performance as approved by the HRCC at its February 2022 meeting. For these awards, the positive change in fair value equals the average number of shares multiplied by $17.50, which is the excess of $89.67 (the fair value of the company’s common stock as of the trading date immediately preceding the February 20, 2022 vesting date) over $72.17 (the fair value of the company’s common stock as of December 31, 2021). Also includes an average of 7,858 restricted stock units related to the grant of Executive Restricted Stock Units in 2019 that vested and settled in stock on February 14, 2022. For these awards, the positive change in fair value equals the aggregate number of shares multiplied by $19.30, which is the excess of $91.47 (the fair value of the company’s common stock as of February 14, 2022) over $72.17 (the fair value of the company’s common stock as of December 31, 2021). Also includes an average of 13,497 off-cycle inducement award units granted in 2021 in connection with the acquisition of Concho Resources Inc. for which restrictions lapsed on January 15, 2022, the first anniversary of the grant date. For this award, the positive change in fair value equals the average number of shares multiplied by $13.20, which is the excess of $85.37 (the fair value of the company’s common stock as of the trading date immediately preceding January 15, 2022) over $72.17 (the fair value of the company’s common stock as of December 31, 2021). z. |