v3.19.3.a.u2
Employee Benefit Plans
12 Months Ended
Dec. 31, 2019
Compensation And Retirement Disclosure [Abstract]  
Employee Benefit Plans
Note 18—Employee Benefit Plans
 
 
Pension and Postretirement Plans
An analysis of the projected benefit obligations
 
for our pension plans and accumulated benefit
 
obligations for
our postretirement health and life insurance plans
 
follows:
Millions of Dollars
Pension Benefits
Other Benefits
2019
2018
2019
2018
U.S.
Int’l.
U.S.
Int’l.
Change in Benefit Obligation
Benefit obligation at January 1
$
2,136
3,438
3,236
3,845
218
265
Service cost
79
69
83
81
1
1
Interest cost
79
97
99
107
8
8
Plan participant contributions
-
2
-
2
20
22
Plan amendments
-
-
-
7
-
-
Actuarial (gain) loss
278
387
(44)
(259)
27
(10)
Benefits paid
(253)
(147)
(507)
(143)
(59)
(67)
Curtailment
-
(69)
(4)
(3)
-
-
Settlement
-
-
(730)
-
-
-
Recognition of termination benefits
-
1
3
-
-
-
Foreign currency exchange rate change
-
102
-
(199)
1
(1)
Benefit obligation at December 31*
$
2,319
3,880
2,136
3,438
216
218
*Accumulated benefit obligation portion of above at
 
December 31:
$
2,161
3,594
1,969
3,066
Change in Fair Value of Plan Assets
Fair value of plan assets at January 1
$
1,336
3,358
2,541
3,647
-
-
Actual return on plan assets
273
529
(112)
(106)
-
-
Company contributions
235
464
144
156
39
45
Plan participant contributions
-
2
-
2
20
22
Benefits paid
(253)
(147)
(507)
(143)
(59)
(67)
Settlement
-
-
(730)
-
-
-
Foreign currency exchange rate change
-
100
-
(198)
-
-
Fair value of plan assets at December 31
$
1,591
4,306
1,336
3,358
-
-
Funded Status
$
(728)
426
(800)
(80)
(216)
(218)
Millions of Dollars
For both U.S. and international pensions, the
 
overall expected long-term rate of return is
 
developed from the
expected future return of each asset class, weighted
 
by the expected allocation of pension assets
 
to that asset
class.
 
We rely on a variety of independent market forecasts in developing the expected
 
rate of return for each
class of assets.
Included in accumulated other comprehensive
 
income (loss) at December 31 were the following
 
before-tax
 
amounts that had not been recognized in net
 
periodic benefit cost:
Millions of Dollars
Pension Benefits
Other Benefits
2019
2018
2019
2018
U.S.
Int’l.
U.S.
Int’l.
Unrecognized net actuarial (gain) loss
$
479
227
516
310
8
(21)
Unrecognized prior service cost (credit)
-
(2)
-
(4)
(183)
(216)
Millions of Dollars
Included in accumulated other comprehensive
 
loss at December 31, 2019, were the following
 
before-tax
amounts that are expected to be amortized into
 
net periodic benefit cost during 2020:
Millions of Dollars
Pension
Other
Benefits
Benefits
U.S.
Int’l.
Unrecognized net actuarial (gain) loss
$
50
23
1
Unrecognized prior service credit
-
(2)
(31)
For our tax-qualified pension plans with projected
 
benefit obligations in excess of plan
 
assets, the projected
benefit obligation, the accumulated benefit obligation,
 
and the fair value of plan assets were $
2,073
 
million,
$
1,919
 
million, and $
1,635
 
million, respectively, at December 31, 2019, and $
1,871
 
million, $
1,737
 
million,
and $
1,373
 
million, respectively, at December 31, 2018.
 
For our unfunded nonqualified key employee supplemental
 
pension plans, the projected benefit obligation and
the accumulated benefit obligation were $
601
 
million and $
542
 
million, respectively, at December 31, 2019,
and were $
586
 
million and $
504
 
million, respectively, at December 31, 2018.
The components of net periodic benefit cost of
 
all defined benefit plans are presented in
 
the following table:
Millions of Dollars
Pension Benefits
Other Benefits
2019
2018
2017
2019
2018
2017
U.S.
Int’l.
U.S.
Int’l.
U.S.
Int’l.
Components of Net
Periodic Benefit Cost
Service cost
$
79
69
83
81
89
77
1
1
2
Interest cost
79
97
99
107
118
103
8
8
9
Expected return on plan
assets
(74)
(138)
(114)
(155)
(132)
(158)
-
-
-
Amortization of prior
service cost (credit)
-
(2)
-
(5)
4
(6)
(33)
(35)
(36)
Recognized net actuarial
loss (gain)
54
32
53
31
69
50
(2)
(1)
(3)
Settlements
62
-
196
-
131
-
-
-
-
Net periodic benefit cost
$
200
58
317
59
279
66
(26)
(27)
(28)
The components of net periodic benefit cost, other
 
than the service cost component, are included
 
in the “Other
expenses” line item on our consolidated income statement.
 
In 2018, we purchased a group annuity contract
 
from Prudential and transferred $
730
 
million of future benefit
obligations from the U.S. qualified pension plan to
 
Prudential.
 
The purchase of the group annuity contract
 
was
funded directly by plan assets of the U.S. qualified
 
pension plan.
 
Effective January 1, 2019, the Cash Balance
Account (Title II) of the ConocoPhillips Retirement Plan,
 
a U.S. qualified pension plan, was closed to new
entrants.
 
New employees and rehires on or after January
 
1, 2019, and employees that elected to opt out of
Title II will no longer receive pay credits to their Cash Balance
 
Account and instead will be eligible for a
Company Retirement Contribution (CRC) as
 
described in the Defined Contribution Plans section.
 
We recognized pension settlement losses of $
62
 
million in 2019, $
196
 
million in 2018, and $
131
 
million in
2017 as lump-sum benefit payments from certain
 
U.S. pension plans exceeded the sum of service
 
and interest
costs for those plans and led to recognition of settlement
 
losses.
 
The sale of two ConocoPhillips U.K. subsidiaries
 
completed during the third quarter of 2019 led
 
to a
significant reduction of future services of active
 
employees in certain international pension
 
plans, resulting in a
curtailment.
 
In conjunction with the recognition of the curtailment,
 
the fair market values of pension plan
assets were updated, the pension benefit obligation
 
was remeasured, and the net pension asset
 
decreased by
$
43
 
million, resulting in a corresponding decrease
 
to other comprehensive income.
 
This is primarily a result of
a decrease in the discount rate from
2.90
 
percent at December 31, 2018 to
1.80
 
percent at September 30, 2019
offset by a decrease in the pension benefit obligation from
 
curtailment.
 
In determining net pension and other postretirement
 
benefit costs, we amortize prior service costs
 
on a straight-
line basis over the average remaining service period
 
of employees expected to receive benefits
 
under the plan.
 
For net actuarial gains and losses, we amortize
10
 
percent of the unamortized balance each year.
 
We have multiple nonpension postretirement benefit plans for health and life insurance.
 
The health care plans
are contributory and subject to various cost sharing
 
features, with participant and company contributions
adjusted annually; the life insurance plans are
 
noncontributory.
 
The measurement of the U.S. pre-65 retiree
medical accumulated postretirement benefit
 
obligation assumes a health care cost trend rate
 
of
7
 
percent in
2020 that declines to
5
 
percent by
2028
.
 
The measurement of the U.S. post-65 retiree
 
medical accumulated
postretirement benefit obligation assumes an ultimate
 
health care cost trend rate of
4
 
percent achieved in 2020
that increases to
5
 
percent by
2028
.
 
A one-percentage-point change in the assumed
 
health care cost trend rate
would be immaterial to ConocoPhillips.
Plan Assets
—We follow a policy of broadly diversifying pension plan assets across asset
 
classes and
individual holdings.
 
As a result, our plan assets have no significant
 
concentrations of credit risk.
 
Asset classes
that are considered appropriate include U.S. equities,
 
non-U.S. equities, U.S. fixed income, non-U.S. fixed
income, real estate and private equity investments.
 
Plan fiduciaries may consider and add other
 
asset classes to
the investment program from time to time.
 
The target allocations for plan assets are
37
 
percent equity
securities,
56
 
percent debt securities,
6
 
percent real estate and
1
 
percent other.
 
Generally, the plan investments
are publicly traded, therefore minimizing liquidity
 
risk in the portfolio.
 
 
The following is a description of the valuation methodologies
 
used for the pension plan assets.
 
There have
been no changes in the methodologies used at
 
December 31, 2019 and 2018.
 
Fair values of equity securities and government
 
debt securities categorized in Level 1 are primarily
based on quoted market prices in active markets
 
for identical assets and liabilities.
 
Fair values of corporate debt securities, agency and
 
mortgage-backed securities and government
 
debt
securities categorized in Level 2 are estimated
 
using recently executed transactions and quoted market
prices for similar assets and liabilities in
 
active markets and for identical assets and liabilities
 
in
markets that are not active.
 
If there have been no market transactions
 
in a particular fixed income
security, its fair value is calculated by pricing models that benchmark the security
 
against other
securities with actual market prices.
 
When observable quoted market prices are not
 
available, fair
value is based on pricing models that use something
 
other than actual market prices (e.g., observable
inputs such as benchmark yields, reported trades and
 
issuer spreads for similar securities), and these
securities are categorized in Level 3 of the fair
 
value hierarchy.
 
 
Fair values of investments in common/collective
 
trusts are determined by the issuer of each fund
based on the fair value of the underlying assets.
 
Fair values of mutual funds are based on quoted
 
market prices, which represent the net asset
 
value of
shares held.
 
Time deposits are valued at cost, which approximates fair
 
value.
 
Cash is valued at cost, which approximates fair
 
value.
 
Fair values of international cash equivalents
categorized in Level 2 are valued using observable
 
yield curves, discounting and interest
 
rates.
 
U.S.
cash balances held in the form of short-term
 
fund units that are redeemable at the measurement
 
date
are categorized as Level 2.
 
Fair values of exchange-traded derivatives classified
 
in Level 1 are based on quoted market prices.
 
For other derivatives classified in Level 2, the values
 
are generally calculated from pricing models
with market input parameters from third-party
 
sources.
 
Fair values of insurance contracts are valued at the
 
present value of the future benefit payments owed
by the insurance company to the plans’ participants.
 
Fair values of real estate investments are valued
 
using real estate valuation techniques
 
and other
methods that include reference to third-party sources
 
and sales comparables where available.
 
A portion of U.S. pension plan assets is held as
 
a participating interest in an insurance
 
annuity
contract, which is calculated as the market value
 
of investments held under this contract, less
 
the
accumulated benefit obligation covered by the
 
contract.
 
The participating interest is classified as
Level 3 in the fair value hierarchy as the fair value
 
is determined via a combination of quoted
 
market
prices, recently executed transactions, and
 
an actuarial present value computation for
 
contract
obligations.
 
At December 31, 2019, the participating interest
 
in the annuity contract was valued at
$
95
 
million and consisted of $
235
 
million in debt securities, less $
140
 
million for the accumulated
benefit obligation covered by the contract.
 
At December 31, 2018, the participating interest
 
in the
annuity contract was valued at $
84
 
million and consisted of $
228
 
million in debt securities, less
 
$
144
million for the accumulated benefit obligation
 
covered by the contract.
 
The net change from 2018 to
2019 is due to an increase in the fair value of the
 
underlying investments of $
7
 
million offset by a
decrease in the present value of the contract obligation
 
of $
4
 
million.
 
The participating interest is not
available for meeting general pension benefit
 
obligations in the near term.
 
No future company
contributions are required and no new benefits
 
are being accrued under this insurance annuity
contract.
The fair values of our pension plan assets at
 
December 31, by asset class were as follows:
Millions of Dollars
U.S.
International
Level 1
Level 2
Level 3
Total
Level 1
Level 2
Level 3
Total
2019
Equity securities
U.S.
$
94
-
7
101
435
-
-
435
International
98
-
-
98
266
-
-
266
Mutual funds
93
-
-
93
245
267
-
512
Debt securities
Government
-
-
-
-
1,412
-
-
1,412
Corporate
-
2
-
2
-
-
-
-
Mutual funds
-
-
-
-
392
-
-
392
Cash and cash equivalents
-
-
-
-
98
-
-
98
Derivatives
-
-
-
-
11
-
-
11
Real estate
-
-
-
-
-
-
132
132
Total in fair value hierarchy
$
285
2
7
294
2,859
267
132
3,258
Investments measured at net asset value*
Equity securities
Common/collective trusts
$
-
-
-
457
-
-
-
167
Debt securities
Common/collective trusts
-
-
-
637
-
-
-
760
Cash and cash equivalents
-
-
-
25
-
-
-
-
Real estate
-
-
-
83
-
-
-
112
Total**
$
285
2
7
1,496
2,859
267
132
4,297
 
*In accordance with FASB ASC Topic
 
715, “Compensation—Retirement Benefits,” certain investments that are to be measured at fair value
 
 
using the net asset value per share (or its equivalent) practical expedient
 
have not been classified in the fair value hierarchy.
 
The fair value
 
 
amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Change in
 
Fair Value of Plan Assets.
**Excludes the participating interest in the insurance annuity contract with a
 
net asset of $
95
 
million and net receivables related to security
 
 
transactions of $
9
 
million.
The fair values of our pension plan assets at
 
December 31, by asset class were as follows:
Millions of Dollars
U.S.
International
Level 1
Level 2
Level 3
Total
Level 1
Level 2
Level 3
Total
2018
Equity securities
U.S.
$
74
-
20
94
371
-
-
371
International
80
-
-
80
241
-
-
241
Mutual funds
76
-
-
76
213
181
-
394
Debt securities
Government
-
-
-
-
889
-
-
889
Corporate
-
2
-
2
-
-
-
-
Mutual funds
-
-
-
-
363
-
-
363
Cash and cash equivalents
-
-
-
-
71
-
-
71
Time deposits
-
-
-
-
6
-
-
6
Derivatives
-
-
-
-
(17)
-
-
(17)
Real estate
-
-
-
-
-
-
124
124
Total in fair value hierarchy
$
230
2
20
252
2,137
181
124
2,442
Investments measured at net asset value*
Equity securities
Common/collective trusts
$
-
-
-
364
-
-
-
153
Debt securities
Common/collective trusts
-
-
-
548
-
-
-
641
Cash and cash equivalents
-
-
-
5
-
-
-
-
Real estate
-
-
-
80
-
-
-
109
Total**
$
230
2
20
1,249
2,137
181
124
3,345
 
*In accordance with FASB ASC Topic
 
715, “Compensation—Retirement Benefits,” certain investments that are to be measured at fair value
 
 
using the net asset value per share (or its equivalent) practical expedient
 
have not been classified in the fair value hierarchy.
 
The fair value
 
 
amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Change in
 
 
Fair Value of Plan Assets.
**Excludes the participating interest in the insurance annuity contract with a
 
net asset of $
84
 
million and net receivables related to security
 
 
transactions of $
16
 
million.
Level 3 activity was not material for all
 
periods.
 
Our funding policy for U.S. plans is to contribute
 
at least the minimum required by the Employee
 
Retirement
Income Security Act of 1974 and the Internal
 
Revenue Code of 1986, as amended.
 
Contributions to foreign
plans are dependent upon local laws and tax regulations.
 
In 2020, we expect to contribute approximately $
350
million to our domestic qualified and nonqualified
 
pension and postretirement benefit plans and $
90
 
million to
our international qualified and nonqualified
 
pension and postretirement benefit plans.
The following benefit payments, which are exclusive
 
of amounts to be paid from the insurance annuity
 
contract
and which reflect expected future service, as appropriate,
 
are expected to be paid:
Millions of Dollars
Pension
Other
Benefits
Benefits
U.S.
Int’l.
2020
$
447
150
32
2021
270
156
29
2022
250
158
27
2023
217
163
24
2024
220
170
22
2025–2029
822
927
64
Severance Accrual
The following table summarizes our severance accrual
 
activity for the year ended December 31, 2019:
Millions of Dollars
Of the remaining balance at December 31, 2019,
 
$
5
 
million is classified as short-term.
Defined Contribution Plans
 
Most U.S. employees are eligible to participate
 
in the ConocoPhillips Savings Plan (CPSP).
 
Employees can
deposit up to
75
 
percent of their eligible pay, subject to statutory limits, in the CPSP to
 
a choice of
approximately
17
 
investment options.
 
Employees who participate in the CPSP and contribute
1
 
percent of
their eligible pay receive a
6
 
percent company cash match with a potential
 
company discretionary cash
contribution of up to
6
 
percent.
 
Effective January 1, 2019, new employees, rehires, and
 
employees that elected
to opt out of Title II are eligible to receive a CRC of
6
 
percent of eligible pay into their CPSP.
 
After
three
years
 
of service with the company, the employee is
100
 
percent vested in any CRC.
 
Company contributions
charged to expense for the CPSP and predecessor plans
 
were $
82
 
million in 2019, $
82
 
million in 2018, and
$
77
 
million in 2017.
We have several defined contribution plans for our international employees, each
 
with its own terms and
eligibility depending on location.
 
Total compensation expense recognized for these international plans was
approximately $
30
 
million in 2019, $
31
 
million in 2018, and $
35
 
million in 2017.
Share-Based Compensation Plans
 
The 2014 Omnibus Stock and Performance Incentive
 
Plan of ConocoPhillips (the Plan) was approved
 
by
shareholders in May 2014.
 
Over its
10
-year life, the Plan allows the issuance of
 
up to
79
 
million shares of our
common stock for compensation to our employees
 
and directors; however, as of the effective date of the Plan,
(i) any shares of common stock available for future
 
awards under the prior plans and (ii)
 
any shares of common
stock represented by awards granted under the prior
 
plans that are forfeited, expire or are cancelled
 
without
delivery of shares of common stock or which result
 
in the forfeiture of shares of common stock
 
back to the
company shall be available for awards under the
 
Plan, and no new awards shall be granted under
 
the prior
plans.
 
Of the 79 million shares available for issuance
 
under the Plan, no more than
40
 
million shares of
common stock are available for incentive stock
 
options.
 
The Human Resources and Compensation Committee
of our Board of Directors is authorized to determine
 
the types, terms, conditions and limitations
 
of awards
granted.
 
Awards may be granted in the form of, but not limited to, stock options, restricted stock units
 
and
performance share units to employees and non-employee
 
directors who contribute to the company’s continued
success and profitability.
 
Total share-based compensation expense is measured using the grant date fair value
 
for our equity-classified
awards and the settlement date fair value for our
 
liability-classified awards.
 
We recognize share-based
compensation expense over the shorter of the service
 
period (i.e., the stated period of time required
 
to earn the
award); or the period beginning at the start of the
 
service period and ending when an employee
 
first becomes
eligible for retirement, but not less than six months,
 
as this is the minimum period of time
 
required for an
award to not be subject to forfeiture.
 
Our share-based compensation programs generally
 
provide accelerated
vesting (i.e., a waiver of the remaining period of service
 
required to earn an award) for awards held
 
by
employees at the time of their retirement.
 
Some of our share-based awards vest ratably (i.e., portions
 
of the
award vest at different times) while some of our awards
 
cliff vest (i.e., all of the award vests at the same time).
 
We recognize expense on a straight-line basis over the service period for the entire
 
award, whether the award
was granted with ratable or cliff vesting.
Compensation Expense
—Total share-based compensation expense recognized in income (loss) and the
associated tax benefit for the years ended
 
December 31 were as follows:
Millions of Dollars
2019
2018
2017
Compensation cost
$
274
265
227
Tax benefit
71
64
76
Stock Options
Stock options granted under the provisions of the Plan and prior plans permit purchase of our
common stock at exercise prices equivalent to the average fair market value of ConocoPhillips common stock
on the date the options were granted. The options have terms of 10 years and generally vest ratably, with one-
third of the options awarded vesting and becoming exercisable on each anniversary date following the date of
grant. Options awarded to certain employees already eligible for retirement vest within six months of the grant
date, but those options do not become exercisable until the end of the normal vesting period. Beginning in
2018, stock option grants were discontinued and replaced with three-year, time-vested restricted stock units
which generally will be cash-settled.
The fair market values of the options granted in
 
2017 were measured on the date of grant
 
using the
Black-Scholes-Merton option-pricing model.
 
The weighted-average assumptions used were as follows:
2017
Assumptions used
Risk-free interest rate
2.24
%
Dividend yield
4.00
%
Volatility
 
factor
28.12
%
Expected life (years)
6.39
There were no ranges in the assumptions used to
 
determine the fair market values of our options
 
granted in
2017.
 
We believe our historical volatility for periods prior to the 2012 separation of our
 
Downstream businesses is no
longer relevant in estimating expected volatility.
 
For 2017,
 
expected volatility was based on the weighted-
average blend of the company’s historical stock price volatility from
 
May 1, 2012 (the date of separation of our
Downstream businesses) through the stock option
 
grant date and the average historical
 
stock price volatility of
a group of peer companies for the expected term
 
of the options.
The following summarizes our stock option activity
 
for the year ended December 31, 2019:
Millions of Dollars
Weighted-Average
Aggregate
Options
Exercise Price
Intrinsic Value
Outstanding at December 31, 2018
19,379,677
$
52.88
$
214
Exercised
(1,339,480)
36.28
39
Forfeited
-
Expired or cancelled
-
Outstanding at December 31, 2019
18,040,197
$
54.11
$
206
Vested at December 31, 2019
17,922,026
$
54.14
$
205
Exercisable at December 31, 2019
17,172,815
$
54.33
$
194
The weighted-average remaining contractual term
 
of outstanding options, vested options and exercisable
options at December 31, 2019, was
4.43
 
years,
4.41
 
years and
4.29
 
years, respectively.
 
The weighted-average
grant date fair value of stock option awards granted
 
during 2017 was $
9.18
.
 
The aggregate intrinsic value of
options exercised was $
94
 
million in 2018 and $
4
 
million in 2017.
 
 
During 2019, we received $
49
 
million in cash and realized a tax benefit
 
of $
13
 
million from the exercise of
options.
 
At December 31, 2019, the remaining unrecognized
 
compensation expense from unvested options
was
zero
.
Stock Unit Program—
Generally, restricted stock units are granted annually under the provisions of the Plan
and vest in an aggregate installment on the third anniversary of the grant date. In addition, restricted stock
units granted under the Plan for a variable long-term incentive program vest ratably in three equal annual
installments beginning on the first anniversary of the grant date. Restricted stock units are also granted ad hoc
to attract or retain key personnel, and the terms and conditions under which these restricted stock units vest
vary by award
.
 
Stock-Settled
Upon vesting, these restricted stock units are settled by issuing one share of ConocoPhillips common stock per
unit. Units awarded to retirement eligible employees vest six months from the grant date; however, those units
are not issued as common stock until the earlier of separation from the company or the end of the regularly
scheduled vesting period. Until issued as stock, most recipients of the restricted stock units receive a quarterly
cash payment of a dividend equivalent that is charged to retained earnings. The grant date fair market value of
these restricted stock units is deemed equal to the average ConocoPhillips stock price on the grant date. The
grant date fair market value of units that do not receive a dividend equivalent while unvested is deemed equal
to the average ConocoPhillips stock price on the grant date, less the net present value of the dividends that will
not be received
.
 
The following summarizes our stock-settled stock
 
unit activity for the year ended December
 
31, 2019:
Weighted-Average
Millions of Dollars
Stock Units
Grant Date Fair Value
Total Fair Value
Outstanding at December 31, 2018
7,546,973
$
43.41
Granted
2,045,503
67.77
Forfeited
(99,748)
62.93
Issued
(3,269,682)
34.32
$
225
Outstanding at December 31, 2019
6,223,046
$
55.99
Not Vested at December 31, 2019
4,185,141
56.17
At December 31, 2019,
 
the remaining unrecognized compensation
 
cost from the unvested stock-settled units
was $
93
 
million, which will be recognized over
 
a weighted-average period of
1.71
 
years, the longest period
being
2.73
 
years.
 
The weighted-average grant date fair value
 
of stock unit awards granted during 2018 and
2017 was $
52.45
 
and $
48.77
, respectively.
 
The total fair value of stock units issued during
 
2018 and 2017 was
$
154
 
million and $
159
 
million, respectively.
 
Cash-Settled
Beginning in 2018, cash-settled executive restricted stock units replaced the stock option program. These
restricted stock units, subject to elections to defer, will be settled in cash equal to the fair market value of a
share of ConocoPhillips common stock per unit on the settlement date and are classified as liabilities on the
balance sheet. Units awarded to retirement eligible employees vest six months from the grant date; however,
those units are not settled until the earlier of separation from the company or the end of the regularly scheduled
vesting period. Compensation expense is initially measured using the average fair market value of
ConocoPhillips common stock and is subsequently adjusted, based on changes in the ConocoPhillips stock
price through the end of each subsequent reporting period, through the settlement date. Recipients receive an
accrued reinvested dividend equivalent that is charged to compensation expense. The accrued reinvested
dividend is paid at the time of settlement, subject to the terms and conditions of the award.
The following summarizes our cash-settled stock
 
unit activity for the year ended December 31, 2019:
Weighted-Average
Millions of Dollars
Stock Units
Grant Date Fair Value
Total Fair Value
Outstanding at December 31, 2018
376,608
$
62.21
Granted
319,552
68.20
Forfeited
(6,914)
61.35
Issued
(92,255)
61.61
$
6
Outstanding at December 31, 2019
596,991
$
64.54
Not Vested at December 31, 2019
153,457
64.54
At December 31, 2019,
 
the remaining unrecognized compensation
 
cost from the unvested cash-settled units
was $
5
 
million, which will be recognized over a
 
weighted-average period of
1.70
 
years, the longest period
being
2.12
 
years.
 
The weighted-average grant date fair value
 
of stock unit awards granted during 2018
 
was
$
53.68
.
 
The total fair value of stock units issued during
 
2018 was $
1
 
million.
 
 
Performance Share Program
—Under the Plan, we also annually grant restricted
 
performance share units
(PSUs) to senior management.
 
These PSUs are authorized three years prior to
 
their effective grant date (the
performance period).
 
Compensation expense is initially measured
 
using the average fair market value of
ConocoPhillips common stock and is subsequently
 
adjusted, based on changes in the ConocoPhillips
 
stock
price through the end of each subsequent reporting
 
period, through the grant date for stock-settled
 
awards and
the settlement date for cash-settled awards.
 
 
Stock-Settled
For performance periods beginning before 2009, PSUs do not vest until the employee becomes eligible for
retirement by reaching age 55 with five years of service, and restrictions do not lapse until the employee
separates from the company. With respect to awards for performance periods beginning in 2009 through 2012,
PSUs do not vest until the earlier of the date the employee becomes eligible for retirement by reaching age 55
with five years of service or five years after the grant date of the award, and restrictions do not lapse until the
earlier of the employee’s separation from the company or five years after the grant date (although recipients
can elect to defer the lapsing of restrictions until separation). We recognize compensation expense for these
awards beginning on the grant date and ending on the date the PSUs are scheduled to vest. Since these awards
are authorized three years prior to the grant date, for employees eligible for retirement by or shortly after the
grant date, we recognize compensation expense over the period beginning on the date of authorization and
ending on the date of grant. Until issued as stock, recipients of the PSUs receive a quarterly cash payment of a
dividend equivalent that is charged to retained earnings. Beginning in 2013, PSUs authorized for future grants
will vest, absent employee election to defer, upon settlement following the conclusion of the three-year
performance period. We recognize compensation expense over the period beginning on the date of
authorization and ending on the conclusion of the performance period. PSUs are settled by issuing one share
of ConocoPhillips common stock per unit.
The following summarizes our stock-settled Performance
 
Share Program activity for the year ended
December 31, 2019:
Weighted-Average
Millions of Dollars
Stock Units
Grant Date Fair Value
Total Fair Value
Outstanding at December 31, 2018
2,335,542
$
50.45
Granted
77,841
68.90
Forfeited
-
Issued
(388,559)
53.66
$
25
Outstanding at December 31, 2019
2,024,824
$
50.55
Not Vested at December 31, 2019
15,616
$
47.80
At December 31, 2019,
 
the remaining unrecognized compensation
 
cost from unvested stock-settled
performance share awards was
zero
.
 
The weighted-average grant date fair value of
 
stock-settled PSUs granted
during 2018 and 2017 was $
53.28
 
and $
49.76
, respectively.
 
The total fair value of stock-settled PSUs issued
during 2018 and 2017 was $
29
 
million and $
57
 
million, respectively.
 
Cash-Settled
In connection with and immediately following the
 
separation of our Downstream businesses
 
in 2012, grants of
new PSUs, subject to a shortened performance
 
period, were authorized.
 
Once granted, these PSUs vest, absent
employee election to defer, on the earlier of five years after
 
the grant date of the award or the date the
employee becomes eligible for retirement.
 
For employees eligible for retirement by or shortly
 
after the grant
date, we recognize compensation expense
 
over the period beginning on the date of authorization
 
and ending on
the date of grant.
 
Otherwise, we recognize compensation expense
 
beginning on the grant date and ending on
the date the PSUs are scheduled to vest.
 
These PSUs are settled in cash equal to the fair
 
market value of a
share of ConocoPhillips common stock per unit
 
on the settlement date and thus are classified
 
as liabilities on
the balance sheet.
 
Until settlement occurs, recipients of the PSUs receive
 
a quarterly cash payment of a
dividend equivalent that is charged to compensation expense.
 
Beginning in 2013, PSUs authorized for future grants
 
will vest upon settlement following the conclusion
 
of the
three-year performance period.
 
We recognize compensation expense over the period beginning on the date of
authorization and ending at the conclusion of
 
the performance period.
 
These PSUs will be settled in cash equal
to the fair market value of a share of ConocoPhillips
 
common stock per unit on the settlement date
 
and are
classified as liabilities on the balance sheet.
 
For performance periods beginning before
 
2018, during the
performance period, recipients of the PSUs do
 
not receive a quarterly cash payment of a dividend
 
equivalent,
but after the performance period ends, until
 
settlement in cash occurs, recipients of the PSUs
 
receive a
quarterly cash payment of a dividend equivalent
 
that is charged to compensation expense.
 
For the performance
period beginning in 2018, recipients of the PSUs
 
receive an accrued reinvested dividend equivalent
 
that is
charged to compensation expense.
 
The accrued reinvested dividend is paid at
 
the time of settlement, subject to
the terms and conditions of the award.
The following summarizes our cash-settled Performance
 
Share Program activity for the year ended
December 31, 2019:
Weighted-Average
Millions of Dollars
Stock Units
Grant Date Fair Value
Total Fair Value
Outstanding at December 31, 2018
1,131,007
$
62.21
Granted
1,958,043
68.90
Forfeited
-
Settled
(2,479,776)
69.10
$
171
Outstanding at December 31, 2019
609,274
$
64.54
Not Vested at December 31, 2019
38,487
$
64.54
At December 31, 2019,
 
the remaining unrecognized compensation
 
cost from unvested cash-settled
performance share awards was
zero
.
 
The weighted-average grant date fair value of
 
cash-settled PSUs granted
during 2018 and 2017 was $
53.28
 
and $
49.76
, respectively.
 
The total fair value of cash-settled performance
share awards settled during 2018 and 2017
 
was $
22
 
million and $
24
 
million, respectively.
 
From inception of the Performance Share Program
 
through 2013, approved PSU awards
 
were granted after the
conclusion of performance periods.
 
Beginning in February 2014, initial target PSU awards are issued near the
beginning of new performance periods. These initial target PSU awards will terminate at the end of the
performance periods and will be settled after the performance periods have ended. Also in 2014, initial target
PSU awards were issued for open performance periods that began in prior years. For the open performance
period beginning in 2012, the initial target PSU awards terminated at the end of the three-year performance
period and were replaced with approved PSU awards. For the open performance period beginning in 2013, the
initial target PSU awards terminated at the end of the three-year performance period and were settled after the
performance period ended.
There is no effect on recognition of compensation expense.
Other
—In addition to the above active programs,
 
we have outstanding shares of restricted stock and
 
restricted
stock units that were either issued as part of
 
our non-employee director compensation program
 
for current and
former members of the company’s Board of Directors or as part of an executive
 
compensation program that
has been discontinued.
 
Generally, the recipients of the restricted shares or units receive a quarterly dividend
 
or
dividend equivalent.
The following summarizes the aggregate activity
 
of these restricted shares and units for the
 
year ended
December 31, 2019:
Weighted-Average
Millions of Dollars
Stock Units
Grant Date Fair Value
Total Fair Value
Outstanding at December 31, 2018
1,107,315
$
46.57
Granted
64,063
63.58
Cancelled
(2,307)
23.73
Issued
(177,163)
49.23
$
11
Outstanding at December 31, 2019
991,908
$
47.24
At December 31, 2019, all outstanding restricted
 
stock and restricted stock units were fully vested
 
and there
was
no
 
remaining compensation cost to be recorded.
 
The weighted-average grant date fair value of awards
granted during 2018 and 2017 was $
62.01
 
and $
48.87
, respectively.
 
The total fair value of awards issued
during 2018 and 2017 was $
17
 
million and $
4
 
million, respectively.