8-K

CONOCOPHILLIPS (COP)

8-K 2024-10-31 For: 2024-10-31
View Original
Added on April 09, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported):   October 31, 2024

ConocoPhillips

(Exact name of registrant as specified in its charter)

Delaware 001-32395 01-0562944
(State or other jurisdiction of<br>incorporation) (Commission<br>File Number) (I.R.S. Employer <br>Identification No.)

925 N. Eldridge Parkway

Houston, Texas 77079

(Address of principal executive offices and zip code)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $.01 Par Value COP New York Stock Exchange
7% Debentures due 2029 CUSIP-718507BK1 New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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

Item 2.02 Results of Operations and Financial Condition.

On October 31, 2024, ConocoPhillips issued a press release announcing the company's financial and operating results for the quarter ended September 30, 2024. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference. Additional financial and operating information about the quarter is furnished as Exhibit 99.2 hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description
99.1 Press release issued by ConocoPhillips onOctober 31, 2024.
99.2 Supplemental financial information.
104 Cover Page Interactive Data File (formatted as Inline XBRL and filed herewith).

SIGNATURES

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

CONOCOPHILLIPS
/s/ Christopher P. Delk
Christopher P. Delk
Vice President, Controller and General Tax Counsel
October 31, 2024

3

Document

Exhibit 99.1

ConocoPhillips announces third-quarter 2024 results, increases quarterly ordinary dividend and existing share repurchase authorization

•Reported third-quarter 2024 earnings per share of $1.76 and adjusted earnings per share of $1.78.

•Generated cash provided by operating activities of $5.8 billion and cash from operations (CFO) of $4.7 billion.

•Raised ordinary dividend by 34% to $0.78 per share and increased existing share repurchase authorization by up to $20 billion.

HOUSTON—Oct. 31, 2024—ConocoPhillips (NYSE: COP) today reported third-quarter 2024 earnings of $2.1 billion, or $1.76 per share, compared with third-quarter 2023 earnings of $2.8 billion, or $2.32 per share. Excluding special items, third-quarter 2024 adjusted earnings were $2.1 billion, or $1.78 per share, compared with third-quarter 2023 adjusted earnings of $2.6 billion, or $2.16 per share.

“ConocoPhillips continues to demonstrate strong operational performance, surpassing the high end of our production guidance during the quarter, while executing on our returns-focused value proposition. We are also raising our ordinary dividend, increasing our share repurchase authorization and are on track to distribute at least $9 billion to shareholders for 2024,” said Ryan Lance, chairman and chief executive officer. “We still anticipate closing the planned acquisition of Marathon Oil this quarter and expect to significantly exceed our initial $500 million synergy guidance.”

Third-quarter highlights and recent announcements

•Delivered total company production of 1,917 thousand barrels of oil equivalent per day (MBOED).

•Achieved record Lower 48 production of 1,147 MBOED, including 781 MBOED from the Permian, 246 MBOED from the Eagle Ford and 107 MBOED from the Bakken.

•Successfully completed planned turnarounds, primarily in Canada and the Lower 48.

•Exercised preferential rights and signed an agreement to acquire additional working interests in the Kuparuk River and Prudhoe Bay units in Alaska for approximately $300 million, with expected close by year-end, subject to customary closing conditions.

•Distributed $2.1 billion to shareholders, including $1.2 billion through share repurchases and $0.9 billion through the ordinary dividend and variable return of cash (VROC).

•Ended the quarter with cash and short-term investments of $7.1 billion and long-term investments of $1.0 billion.

Quarterly dividend and share repurchase authorization increase

ConocoPhillips declared a fourth-quarter ordinary dividend of $0.78 per share payable Dec. 2, 2024, to stockholders of record at the close of business on Nov. 11, 2024.

The Board of Directors approved an increase to the company’s existing share repurchase authorization by up to $20 billion.

Third-quarter review

ConocoPhillips announces third-quarter 2024 results, increases quarterly ordinary dividend and existing share repurchase authorization

Production for the third quarter of 2024 was 1,917 MBOED, an increase of 111 MBOED from the same period a year ago. After adjusting for closed acquisitions and dispositions, third-quarter 2024 production increased 47 MBOED or 3% from the same period a year ago.

Earnings and adjusted earnings decreased from the third quarter of 2023 primarily due to the impact from lower prices. The company’s total average realized price was $54.18 per BOE, 10% lower than the $60.05 per BOE realized in the third quarter of 2023.

For the quarter, cash provided by operating activities was $5.8 billion. Excluding a $1.0 billion change in working capital, ConocoPhillips generated CFO of over $4.7 billion. The company funded $2.9 billion of capital expenditures and investments, repurchased $1.2 billion of shares and paid $0.9 billion in ordinary dividends and VROC.

Nine-month review

ConocoPhillips’ nine-month 2024 earnings were $6.9 billion, or $5.91 per share, compared with nine-month 2023 earnings of $8.0 billion, or $6.54 per share. Nine-month 2024 adjusted earnings were $6.8 billion, or $5.80 per share, compared with nine-month 2023 adjusted earnings of $7.8 billion, or $6.38 per share.

Production for the first nine months of 2024 was 1,921 MBOED, an increase of 120 MBOED from the same period a year ago. After adjusting for closed acquisitions and dispositions, production increased 55 MBOED or 3% from the same period a year ago.

The company’s total realized price during this period was $55.77 per BOE, 5% lower than the $58.45 per BOE realized in the first nine months of 2023.

In the first nine months of 2024, cash provided by operating activities was $15.7 billion. Excluding a $0.8 billion change in working capital, ConocoPhillips generated CFO of $14.9 billion and received disposition proceeds of $0.2 billion. The company funded $8.8 billion of capital expenditures and investments, repurchased $3.5 billion of shares, paid $2.7 billion in ordinary dividends and VROC and retired debt of $0.5 billion at maturity.

Outlook

Fourth-quarter 2024 production is expected to be 1.99 to 2.03 million barrels of oil equivalent per day (MMBOED). Full-year production is expected to be approximately 1.94 to 1.95 MMBOED, as compared to prior guidance of 1.93 to 1.94 MMBOED.

All other guidance remains unchanged. Guidance excludes any impact from previously announced transactions.

ConocoPhillips will host a conference call today at 12:00 p.m. Eastern time to discuss this announcement. To listen to the call and view related presentation materials and supplemental information, go to www.conocophillips.com/investor. A recording and transcript of the call will be posted afterward.

--- # # # ---

About ConocoPhillips

ConocoPhillips is one of the world’s leading exploration and production companies based on both production and reserves, with a globally diversified asset portfolio. Headquartered in Houston, Texas, ConocoPhillips had operations and activities in 13 countries, $97 billion of total assets, and approximately 10,300 employees at Sept. 30, 2024. Production averaged 1,921 MBOED for the nine months ended Sept. 30, 2024, and proved reserves were 6.8 BBOE as of Dec. 31, 2023.

ConocoPhillips announces third-quarter 2024 results, increases quarterly ordinary dividend and existing share repurchase authorization

For more information, go to www.conocophillips.com.

Contacts

Dennis Nuss (media)

281-293-1149

dennis.nuss@conocophillips.com

Investor Relations

281-293-5000

investor.relations@conocophillips.com

CAUTIONARY STATEMENT FOR THE PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This news release contains forward-looking statements as defined under the federal securities laws. Forward-looking statements relate to future events, plans and anticipated results of operations, business strategies, and other aspects of our operations or operating results. Words and phrases such as “ambition,” “anticipate,” “believe,” “budget,” “continue,” “could,” “effort,” “estimate,” “expect,” “forecast,” “goal,” “guidance,” “intend,” “may,” “objective,” “outlook,” “plan,” “potential,” “predict,” “projection,” “seek,” “should,” “target,” “will,” “would,” and other similar words can be used to identify forward-looking statements. However, the absence of these words does not mean that the statements are not forward-looking. Where, in any forward-looking statement, the company expresses an expectation or belief as to future results, such expectation or belief is expressed in good faith and believed to be reasonable at the time such forward-looking statement is made. However, these statements are not guarantees of future performance and involve certain risks, uncertainties and other factors beyond our control. Therefore, actual outcomes and results may differ materially from what is expressed or forecast in the forward-looking statements. Factors that could cause actual results or events to differ materially from what is presented include changes in commodity prices, including a prolonged decline in these prices relative to historical or future expected levels; global and regional changes in the demand, supply, prices, differentials or other market conditions affecting oil and gas, including changes resulting from any ongoing military conflict, including the conflicts in Ukraine and the Middle East, and the global response to such conflict, security threats on facilities and infrastructure, or from a public health crisis or from the imposition or lifting of crude oil production quotas or other actions that might be imposed by OPEC and other producing countries and the resulting company or third-party actions in response to such changes; insufficient liquidity or other factors, such as those listed herein, that could impact our ability to repurchase shares and declare and pay dividends such that we suspend our share repurchase program and reduce, suspend, or totally eliminate dividend payments in the future, whether variable or fixed; changes in expected levels of oil and gas reserves or production; potential failures or delays in achieving expected reserve or production levels from existing and future oil and gas developments, including due to operating hazards, drilling risks or unsuccessful exploratory activities; unexpected cost increases, inflationary pressures or technical difficulties in constructing, maintaining or modifying company facilities; legislative and regulatory initiatives addressing global climate change or other environmental concerns; public health crises, including pandemics (such as COVID-19) and epidemics and any impacts or related company or government policies or actions; investment in and development of competing or alternative energy sources; potential failures or delays in delivering on our current or future low-carbon strategy, including our inability to develop new technologies; disruptions or interruptions impacting the transportation for our oil and gas production; international monetary conditions and exchange rate fluctuations; changes in international trade relationships or governmental policies, including the imposition of price caps, or the imposition of trade restrictions or tariffs on any materials or products (such as aluminum and steel) used in the operation of our business, including any sanctions imposed as a result of any ongoing military conflict, including the conflicts in Ukraine and the Middle East; our ability to collect payments when due, including our ability to collect payments from the government of Venezuela or PDVSA; our ability to complete the proposed acquisition of Marathon Oil Corporation (Marathon Oil) or any other announced or any other future dispositions or acquisitions on time, if at all; the possibility that regulatory approvals, consents or authorizations for the Marathon Oil acquisition or any other announced or any other future dispositions or acquisitions will not be received on a timely basis, if at all, or that such approvals may be subject to conditions neither we nor Marathon Oil anticipated or may require modification to the terms of the transactions or our remaining business; business disruptions relating to the Marathon Oil acquisition or following any other announced or other future dispositions or acquisitions, including the diversion of management time and attention; the ability to deploy net proceeds from our announced or any future dispositions in the manner and timeframe we anticipate, if at all; the receipt of other requisite approvals for the Marathon Oil acquisition, the satisfaction of other closing conditions on a timely basis or at all or the failure of the Marathon Oil acquisition to close for any other reason or to close on anticipated terms; our ability to successfully integrate Marathon Oil’s business and technologies, which may result in the combined company not operating as effectively and efficiently as expected; our ability to achieve the expected benefits and synergies from the Marathon Oil acquisition in a timely manner, or at all; potential liability for remedial actions under existing or future environmental regulations; potential liability resulting from pending or future litigation, including litigation related directly or indirectly to our transaction with Concho Resources Inc.; the impact of competition and consolidation in the oil and gas industry; limited access to capital or insurance or significantly higher cost of capital or insurance related to illiquidity or uncertainty in the domestic or international financial markets or investor sentiment; general domestic and international economic and political conditions or developments, including as a result of any ongoing military conflict, including the conflicts in Ukraine and the Middle East; changes in fiscal regime or tax, environmental and other laws applicable to our business; and disruptions resulting from accidents, extraordinary weather events, civil unrest, political events, war, terrorism, cybersecurity threats or information technology failures, constraints or disruptions; and other economic, business, competitive and/or regulatory factors affecting our business generally as set forth in our filings with the Securities and Exchange Commission. Unless legally

ConocoPhillips announces third-quarter 2024 results, increases quarterly ordinary dividend and existing share repurchase authorization

required, ConocoPhillips expressly disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Cautionary Note to U.S. Investors – The SEC permits oil and gas companies, in their filings with the SEC, to disclose only proved, probable and possible reserves. We may use the term “resource” in this news release that the SEC’s guidelines prohibit us from including in filings with the SEC. U.S. investors are urged to consider closely the oil and gas disclosures in our Form 10-K and other reports and filings with the SEC. Copies are available from the SEC and from the ConocoPhillips website.

Use of Non-GAAP Financial Information – To supplement the presentation of the company’s financial results prepared in accordance with U.S. generally accepted accounting principles (GAAP), this news release and the accompanying supplemental financial information contain certain financial measures that are not prepared in accordance with GAAP, including adjusted earnings (calculated on a consolidated and on a segment-level basis), adjusted earnings per share (EPS), and cash from operations (CFO).

The company believes that the non-GAAP measure adjusted earnings (both on an aggregate and a per-share basis) is useful to investors to help facilitate comparisons of the company’s operating performance associated with the company’s core business operations across periods on a consistent basis and with the performance and cost structures of peer companies by excluding items that do not directly relate to the company’s core business operations. Adjusted earnings is defined as earnings removing the impact of special items. Adjusted EPS is a measure of the company’s diluted net earnings per share excluding special items. The company further believes that the non-GAAP measure CFO is useful to investors to help understand changes in cash provided by operating activities excluding the timing effects associated with operating working capital changes across periods on a consistent basis and with the performance of peer companies. The company believes that the above-mentioned non-GAAP measures, when viewed in combination with the company’s results prepared in accordance with GAAP, provides a more complete understanding of the factors and trends affecting the company’s business and performance. The company’s Board of Directors and management also use these non-GAAP measures to analyze the company’s operating performance across periods when overseeing and managing the company’s business.

Each of the non-GAAP measures included in this news release and the accompanying supplemental financial information has limitations as an analytical tool and should not be considered in isolation or as a substitute for an analysis of the company’s results calculated in accordance with GAAP. In addition, because not all companies use identical calculations, the company’s presentation of non-GAAP measures in this news release and the accompanying supplemental financial information may not be comparable to similarly titled measures disclosed by other companies, including companies in our industry. The company may also change the calculation of any of the non-GAAP measures included in this news release and the accompanying supplemental financial information from time to time in light of its then existing operations to include other adjustments that may impact its operations.

Reconciliations of each non-GAAP measure presented in this news release to the most directly comparable financial measure calculated in accordance with GAAP are included in the release.

Other Terms – This news release also contains the term pro forma underlying production. Pro forma underlying production reflects the impact of closed acquisitions and closed dispositions as of Sept. 30, 2024. The impact of closed acquisitions and dispositions assumes a closing date of January 1, 2023. The company believes that underlying production is useful to investors to compare production reflecting the impact of closed acquisitions and dispositions on a consistent go-forward basis across periods and with peer companies. Return of capital is defined as the total of the ordinary dividend, share repurchases and variable return of cash (VROC). References in the release to earnings refer to net income.

ConocoPhillips announces third-quarter 2024 results, increases quarterly ordinary dividend and existing share repurchase authorization

ConocoPhillips
Table 1: Reconciliation of earnings to adjusted earnings
millions, except as indicated
3Q23 2024 YTD 2023 YTD
Income<br>tax After-tax Per share of common stock (dollars) Pre-tax Income<br>tax After-tax Per share of common stock (dollars) Pre-tax Income<br>tax After-tax Per share of common stock (dollars) Pre-tax Income<br>tax After-tax Per share of common stock (dollars)
Earnings $ 2,059 1.76 2,798 2.32 6,939 5.91 7,950 6.54
Adjustments:
(Gain) loss on asset sales¹ (94) (6) (100) (0.08) (86) 20 (66) (0.06) (94) (6) (100) (0.08)
Tax adjustments (144) (144) (0.12) (76) (76) (0.07) (144) (144) (0.12)
Transaction and integration expenses (6) 22 0.02 28 (6) 22 0.02
(Gain) loss on FX derivative 59 (12) 47 0.04 59 (12) 47 0.04
Adjusted earnings / (loss) $ 2,081 1.78 2,601 2.16 6,819 5.80 7,753 6.38
¹Includes 3Q23 divestiture of Lower 48 equity method investment.
The income tax effects of the special items are primarily calculated based on the statutory rate of the jurisdiction in which the discrete item resides.

All values are in US Dollars.

ConocoPhillips
Table 2: Reconciliation of net cash provided by operating activities to cash from operations
millions, except as indicated
2024 YTD
Net Cash Provided by Operating Activities 5,763 15,667
Adjustments:
Net operating working capital changes 781
Cash from operations 4,722 14,886

All values are in US Dollars.

ConocoPhillips
Table 3: Reconciliation of reported production to pro forma underlying production
In MBOED, except as indicated
3Q24 3Q23 2024 YTD 2023 YTD
Total reported ConocoPhillips production 1,917 1,806 1,921 1,801
Closed Dispositions1 (1)
Closed Acquisitions2 64 66
Total pro forma underlying production 1,917 1,870 1,921 1,866
1Includes production related to various Lower 48 dispositions.
2Includes production related to the acquisition of remaining 50% working interest in Surmont.

Document

Exhibit 99.2

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Third-Quarter 2024 Detailed Supplemental Information

2024
2nd Qtr 3rd Qtr 4th Qtr Full Year 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD
Millions, Except as Indicated
CONSOLIDATED INCOME STATEMENT
Revenues and Other Income
Sales and other operating revenues 12,351 14,250 14,729 56,141 13,848 13,620 13,041 40,509
Equity in earnings of affiliates 412 388 421 1,720 421 403 441 1,265
Gain (loss) on dispositions (1) 108 28 228 93 (5) (2) 86
Other income (loss) 122 120 129 485 114 118 124 356
Total Revenues and Other Income 12,884 14,866 15,307 58,574 14,476 14,136 13,604 42,216
Costs and Expenses
Purchased commodities 4,616 5,543 5,678 21,975 5,334 4,858 4,747 14,939
Production and operating expenses 1,886 1,995 2,033 7,693 2,015 2,164 2,261 6,440
Selling, general and administrative expenses 205 169 172 705 178 164 186 528
Exploration expenses 83 92 85 398 112 102 70 284
Depreciation, depletion and amortization 2,010 2,095 2,223 8,270 2,211 2,334 2,390 6,935
Impairments 11 2 14 34 34
Taxes other than income taxes 512 536 450 2,074 555 536 476 1,567
Accretion on discounted liabilities 68 68 79 283 80 80 80 240
Interest and debt expense 179 194 219 780 205 198 189 592
Foreign currency transactions (gain) loss (14) 55 95 92 (18) 9 (28) (37)
Other expenses (23) 8 7 2 (4) (2) (2) (8)
Total Costs and Expenses 9,522 10,766 11,043 42,286 10,668 10,477 10,369 31,514
Income (loss) before income taxes 3,362 4,100 4,264 16,288 3,808 3,659 3,235 10,702
Income tax provision (benefit) 1,130 1,302 1,257 5,331 1,257 1,330 1,176 3,763
Net Income (loss) 2,232 2,798 3,007 10,957 2,551 2,329 2,059 6,939
Net Income Per Share of Common Stock (dollars)
Basic 1.84 2.33 2.53 9.08 2.16 1.99 1.77 5.92
Diluted 1.84 2.32 2.52 9.06 2.15 1.98 1.76 5.91
Weighted-Average Common Shares Outstanding (in thousands)*
Basic 1,207,443 1,196,641 1,187,144 1,202,757 1,177,921 1,168,198 1,161,318 1,169,350
Diluted 1,210,342 1,199,746 1,189,903 1,205,675 1,180,320 1,170,299 1,163,227 1,171,424
*Ending Common Shares Outstanding is 1,150,912 as of September 30, 2024, compared with 1,161,250 as of June 30, 2024.
INCOME (LOSS) BEFORE INCOME TAXES
Alaska 510 606 737 2,420 468 495 370 1,333
Lower 48 1,581 2,257 2,008 8,224 1,766 1,626 1,588 4,980
Canada 43 125 252 428 236 347 35 618
Europe, Middle East and North Africa 982 893 1,135 4,254 1,081 917 976 2,974
Asia Pacific 451 509 462 2,004 517 539 528 1,584
Other International (5) 1 (10) (13) (1) 3 1 3
Corporate and Other (200) (291) (320) (1,029) (259) (268) (263) (790)
Consolidated 3,362 4,100 4,264 16,288 3,808 3,659 3,235 10,702

All values are in US Dollars.

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2023 2024
1st Qtr 2nd Qtr 3rd Qtr 4th Qtr Full Year 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD
EFFECTIVE INCOME TAX RATES
Alaska* 26.7 % 27.0 % 26.1 % 26.4 % 26.5 % 26.1 % 27.4 % 27.6 % 27.0 %
Lower 48 22.1 % 22.2 % 21.1 % 20.4 % 21.4 % 21.8 % 22.6 % 21.9 % 22.1 %
Canada 21.9 % 26.6 % (48.6) % 29.5 % 6.1 % 23.6 % 24.6 % 30.9 % 24.6 %
Europe, Middle East and North Africa 70.6 % 73.1 % 71.7 % 73.0 % 72.1 % 71.9 % 72.5 % 69.5 % 71.3 %
Asia Pacific 10.3 % 14.1 % 8.9 % (27.3) % 2.1 % 0.9 % 17.8 % 13.7 % 10.9 %
Other International 756.2 % 18.8 % (0.2) % 7.7 % 3.4 % (2.7) %
Corporate and Other (11.3) % 75.9 % (14.3) % 38.3 % 20.2 % 33.8 % 7.2 % 13.4 % 18.0 %
Consolidated 36.0 % 33.6 % 31.8 % 29.5 % 32.7 % 33.0 % 36.3 % 36.4 % 35.2 %
*Alaska including taxes other than income taxes. 42.3 % 41.1 % 40.8 % 32.9 % 39.0 % 42.5 % 42.5 % 42.8 % 42.6 %

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2024
2nd Qtr 3rd Qtr 4th Qtr Full Year 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD
Millions
EARNINGS BY SEGMENT
Alaska 372 448 542 1,778 346 360 267 973
Lower 48 1,230 1,781 1,598 6,461 1,381 1,259 1,241 3,881
Canada 32 186 178 402 180 261 25 466
Europe, Middle East and North Africa 264 253 307 1,189 304 251 298 853
Asia Pacific 387 465 587 1,961 512 444 455 1,411
Other International (4) (2) (8) (13) (1) 3 1 3
Corporate and Other (49) (333) (197) (821) (171) (249) (228) (648)
Consolidated 2,232 2,798 3,007 10,957 2,551 2,329 2,059 6,939
SPECIAL ITEMS
Alaska
Lower 48 100 100 66 66
Canada 92 92
Europe, Middle East and North Africa
Asia Pacific 52 203 255 76 76
Other International
Corporate and Other (47) (58) (105) (22) (22)
Consolidated 197 145 342 142 (22) 120
Detailed reconciliation of these items is provided on page 5.
ADJUSTED EARNINGS
Alaska 372 448 542 1,778 346 360 267 973
Lower 48 1,230 1,681 1,598 6,361 1,315 1,259 1,241 3,815
Canada 32 94 178 310 180 261 25 466
Europe, Middle East and North Africa 264 253 307 1,189 304 251 298 853
Asia Pacific 387 413 384 1,706 436 444 455 1,335
Other International (4) (2) (8) (13) (1) 3 1 3
Corporate and Other (49) (286) (139) (716) (171) (249) (206) (626)
Consolidated 2,232 2,601 2,862 10,615 2,409 2,329 2,081 6,819

All values are in US Dollars.

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2023 2024
1st Qtr 2nd Qtr 3rd Qtr 4th Qtr Full Year 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD
ADJUSTED EFFECTIVE INCOME TAX RATES
Alaska 26.7 % 27.0 % 26.1 % 26.4 % 26.5 % 26.1 % 27.4 % 27.6 % 27.0 %
Lower 48 22.1 % 22.2 % 22.3 % 20.4 % 21.8 % 21.7 % 22.6 % 21.9 % 22.1 %
Canada 21.9 % 26.6 % 24.5 % 29.5 % 27.6 % 23.6 % 24.6 % 30.9 % 24.6 %
Europe, Middle East and North Africa 70.6 % 73.1 % 71.7 % 73.0 % 72.1 % 71.9 % 72.5 % 69.5 % 71.3 %
Asia Pacific 10.3 % 14.1 % 19.1 % 16.7 % 14.8 % 15.6 % 17.8 % 13.7 % 15.7 %
Other International 756.2 % 18.8 % (0.2) % 7.7 % 3.4 % (2.7) %
Corporate and Other (11.3) % 75.9 % (23.1) % 43.5 % 20.2 % 33.8 % 7.2 % 12.3 % 17.8 %
Consolidated 36.0 % 33.6 % 36.0 % 34.0 % 35.0 % 35.3 % 36.3 % 36.2 % 35.9 %

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2024
2nd Qtr 3rd Qtr 4th Qtr Full Year 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD
Millions
DETAILED SPECIAL ITEMS
Alaska
Total
Lower 48
Gain (loss) on asset sales 94 94 86 86
Income tax provision (benefit) (6) (6) 20 20
Total 100 100 66 66
Canada
Income tax provision (benefit)¹ (92) (92)
Total 92 92
Europe, Middle East and North Africa
Total
Asia Pacific
Income tax provision (benefit)² (52) (203) (255) (76) (76)
Total 52 203 255 76 76
Other International
Total
Corporate and Other
Transaction and integration expenses (28) (28)
Gain (loss) on CAD FX derivative (59) (73) (132)
Income tax provision (benefit) (12) (15) (27) (6) (6)
Total (47) (58) (105) (22) (22)
Total Company 197 145 342 142 (22) 120
¹Includes a tax adjustment in 3Q23 related to closure of an audit.
²Includes a tax adjustment in 3Q23 and 1Q24 related to Malaysia deepwater investment tax incentive and 4Q23 adjustment related to reversal of a tax reserve.

All values are in US Dollars.

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2024
2nd Qtr 3rd Qtr 4th Qtr Full Year 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD
Millions
CONSOLIDATED BALANCE SHEET
Assets
Cash and cash equivalents 5,735 8,830 5,635 5,635 5,574 4,294 5,221 5,221
Short-term investments 1,080 616 971 971 487 1,723 1,571 1,571
Accounts and notes receivable 4,517 5,658 5,461 5,461 5,444 5,285 4,791 4,791
Accounts and notes receivable—related parties 14 13 13 13 14 22 24 24
Inventories 1,236 1,326 1,398 1,398 1,443 1,447 1,496 1,496
Prepaid expenses and other current assets 919 738 852 852 759 963 881 881
Total Current Assets 13,501 17,181 14,330 14,330 13,721 13,734 13,984 13,984
Investments and long-term receivables 8,618 8,731 9,130 9,130 9,132 9,304 9,192 9,192
Net properties, plants and equipment 65,452 65,561 70,044 70,044 69,907 70,226 70,725 70,725
Other assets 2,034 2,178 2,420 2,420 2,588 2,730 2,798 2,798
Total Assets 89,605 93,651 95,924 95,924 95,348 95,994 96,699 96,699
Liabilities
Accounts payable 4,597 5,119 5,083 5,083 5,101 5,065 5,161 5,161
Accounts payable—related parties 29 24 34 34 37 91 29 29
Short-term debt 879 881 1,074 1,074 1,113 1,312 1,314 1,314
Accrued income and other taxes 1,692 1,919 1,811 1,811 2,116 2,016 2,473 2,473
Employee benefit obligations 552 691 774 774 405 516 627 627
Other accruals 1,799 1,704 1,229 1,229 1,391 1,324 1,161 1,161
Total Current Liabilities 9,548 10,338 10,005 10,005 10,163 10,324 10,765 10,765
Long-term debt 15,565 18,182 17,863 17,863 17,304 17,040 16,990 16,990
Asset retirement obligations and accrued   environmental costs 6,357 6,425 7,220 7,220 7,141 7,238 7,337 7,337
Deferred income taxes 8,038 8,325 8,813 8,813 8,776 8,927 8,986 8,986
Employee benefit obligations 981 956 1,009 1,009 967 990 945 945
Other liabilities and deferred credits 1,585 1,680 1,735 1,735 1,672 1,730 1,795 1,795
Total Liabilities 42,074 45,906 46,645 46,645 46,023 46,249 46,818 46,818
Equity
Common stock issued
Par value 21 21 21 21 21 21 21 21
Capital in excess of par 61,169 61,262 61,303 61,303 61,300 61,381 61,430 61,430
Treasury stock (63,217) (64,529) (65,640) (65,640) (66,974) (68,005) (69,184) (69,184)
Accumulated other comprehensive income (loss) (5,925) (5,961) (5,673) (5,673) (5,917) (5,961) (5,845) (5,845)
Retained earnings 55,483 56,952 59,268 59,268 60,895 62,309 63,459 63,459
Total Equity 47,531 47,745 49,279 49,279 49,325 49,745 49,881 49,881
Total Liabilities and Equity 89,605 93,651 95,924 95,924 95,348 95,994 96,699 96,699

All values are in US Dollars.

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2023 2024
$ Millions 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr Full Year 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD
CASH FLOW INFORMATION
Cash Flows from Operating Activities
Net income (loss) 2,920 2,232 2,798 3,007 10,957 2,551 2,329 2,059 6,939
Depreciation, depletion and amortization 1,942 2,010 2,095 2,223 8,270 2,211 2,334 2,390 6,935
Impairments 1 11 2 14 34 34
Dry hole costs and leasehold impairments 68 34 49 11 162 19 29 48
Accretion on discounted liabilities 68 68 68 79 283 80 80 80 240
Deferred taxes 324 165 264 392 1,145 87 124 38 249
Distributions more (less) than income from equity <br>  affiliates 491 161 268 44 964 308 56 181 545
(Gain) loss on dispositions (93) 1 (108) (28) (228) (93) 5 2 (86)
Other (35) 28 23 (236) (220) (66) 76 (28) (18)
Net working capital changes (283) (845) (23) (231) (1,382) (112) (148) 1,041 781
Net Cash Provided by Operating Activities 5,403 3,854 5,445 5,263 19,965 4,985 4,919 5,763 15,667
Cash Flows from Investing Activities
Capital expenditures and investments (2,897) (2,923) (2,545) (2,883) (11,248) (2,916) (2,969) (2,916) (8,801)
Working capital changes associated with investing <br>  activities 208 (122) (261) 205 30 169 4 22 195
Acquisition of businesses, net of cash acquired (2,724) (2,724) 49 49
Proceeds from asset dispositions 188 238 187 19 632 173 5 39 217
Net sales (purchases) of investments 1,065 484 311 (487) 1,373 405 (1,199) 195 (599)
Other (12) 7 (76) 18 (63) (21) 8 2 (11)
Net Cash Used in Investing Activities (1,448) (2,316) (2,384) (5,852) (12,000) (2,141) (4,151) (2,658) (8,950)
Cash Flows from Financing Activities
Net issuance (repayment) of debt (43) (64) 2,651 (136) 2,408 (505) (58) (44) (607)
Issuance of company common stock (97) 2 38 5 (52) (61) 4 (9) (66)
Repurchase of company common stock (1,700) (1,300) (1,300) (1,100) (5,400) (1,325) (1,021) (1,167) (3,513)
Dividends paid (1,488) (1,350) (1,337) (1,408) (5,583) (924) (915) (910) (2,749)
Other 2 (13) (23) (34) (10) (53) (68) (131)
Net Cash Used in Financing Activities (3,326) (2,725) 29 (2,639) (8,661) (2,825) (2,043) (2,198) (7,066)
Effect of Exchange Rate Changes (104) (58) 12 51 (99) (73) 4 41 (28)
Net Change in Cash, Cash Equivalents and Restricted Cash 525 (1,245) 3,102 (3,177) (795) (54) (1,271) 948 (377)
Cash, cash equivalents and restricted cash at beginning of period 6,694 7,219 5,974 9,076 6,694 5,899 5,845 4,574 5,899
Cash, Cash Equivalents and Restricted Cash at End of Period 7,219 5,974 9,076 5,899 5,899 5,845 4,574 5,522 5,522
Restricted cash is included in the "Other assets" line of our Consolidated Balance Sheet.
CAPITAL EXPENDITURES AND INVESTMENTS
Alaska 406 363 371 565 1,705 720 691 691 2,102
Lower 48 1,704 1,653 1,521 1,609 6,487 1,616 1,649 1,653 4,918
Canada 136 92 117 111 456 152 131 136 419
Europe, Middle East and North Africa 209 358 267 277 1,111 219 227 248 694
Asia Pacific 63 79 103 109 354 45 90 100 235
Other International
Corporate and Other 379 378 166 212 1,135 164 181 88 433
Total Capital Expenditures and Investments 2,897 2,923 2,545 2,883 11,248 2,916 2,969 2,916 8,801
Capitalized interest included in total capital expenditures and investments 26 39 45 43 153 50 58 66 174

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2024
2nd Qtr 3rd Qtr 4th Qtr Full Year 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD
TOTAL SEGMENTS
Production
Total (MBOED) 1,805 1,806 1,902 1,826 1,902 1,945 1,917 1,921
Crude Oil (MBD)
Consolidated operations 918 914 936 923 928 942 945 938
Equity affiliates 13 13 13 13 16 13 12 14
Total 931 927 949 936 944 955 957 952
NGL (MBD)
Consolidated operations 275 283 293 279 271 287 302 287
Equity affiliates 8 8 8 8 8 8 8 8
Total 283 291 301 287 279 295 310 295
Bitumen (MBD)
Consolidated operations 66 64 125 81 129 133 87 116
Total 66 64 125 81 129 133 87 116
Natural Gas (MMCFD)
Consolidated operations 1,896 1,889 1,954 1,916 2,035 2,123 2,149 2,102
Equity affiliates 1,251 1,252 1,207 1,219 1,267 1,247 1,232 1,249
Total 3,147 3,141 3,161 3,135 3,302 3,370 3,381 3,351
Industry Prices
Crude Oil (/BBL)
WTI 73.78 82.26 78.32 77.62 76.96 80.57 75.10 77.54
WCS 58.62 69.36 56.43 58.93 57.57 66.96 61.56 62.03
Brent dated 78.39 86.76 84.05 82.62 83.24 84.94 80.18 82.79
JCC (/BBL) 87.19 84.04 83.08 88.70 92.29 84.19 87.58 88.02
Natural Gas (/MMBTU)
Henry Hub first of month 2.09 2.54 2.88 2.74 2.25 1.89 2.15 2.10
Average Realized Prices
Total (/BOE) 54.50 60.05 58.21 58.39 56.60 56.56 54.18 55.77
Crude Oil (/BBL)
Consolidated operations 74.18 83.22 80.83 78.97 78.67 81.31 76.78 78.90
Equity affiliates 75.10 78.73 79.23 78.45 76.94 80.34 76.11 77.72
Total 74.19 83.15 80.80 78.96 78.64 81.30 76.77 78.88
NGL (/BBL)
Consolidated operations 20.05 22.52 21.22 22.12 23.35 21.84 21.16 22.07
Equity affiliates 43.62 39.53 49.59 47.09 52.09 49.83 49.91 50.64
Total 20.72 23.01 21.97 22.82 24.25 22.60 21.93 22.88
Bitumen (/BBL)
Consolidated operations 41.01 57.85 42.34 42.15 44.30 54.59 47.32 48.89
Total 41.01 57.85 42.34 42.15 44.30 54.59 47.32 48.89
Natural Gas (/MCF)
Consolidated operations 2.89 3.29 3.75 3.89 2.91 1.88 1.99 2.25
Equity affiliates 8.23 7.73 8.03 8.46 8.26 7.98 8.41 8.19
Total 5.04 5.06 5.41 5.69 5.02 4.22 4.42 4.53

All values are in US Dollars.

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2024
2nd Qtr 3rd Qtr 4th Qtr Full Year 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD
Exploration Expenses ( Millions)
Dry holes 23 37 109 19 25 44
Leasehold impairment 11 12 11 53 4 4
Total noncash expenses 34 49 11 162 19 29 48
Other (G&A, G&G and lease rentals) 49 43 74 236 93 73 70 236
Total exploration expenses 83 92 85 398 112 102 70 284
U.S. exploration expenses 51 29 37 225 66 42 22 130
International exploration expenses 32 63 48 173 46 60 48 154
DD&A ( Millions)
Alaska 267 259 275 1,061 324 321 309 954
Lower 48 1,407 1,489 1,507 5,722 1,432 1,557 1,640 4,629
Canada 84 89 156 420 158 166 147 471
Europe, Middle East and North Africa 139 134 161 587 180 175 189 544
Asia Pacific 108 117 117 455 110 107 97 314
Other International
Corporate and Other 5 7 7 25 7 8 8 23
Total DD&A 2,010 2,095 2,223 8,270 2,211 2,334 2,390 6,935

All values are in US Dollars.

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2023 2024
1st Qtr 2nd Qtr 3rd Qtr 4th Qtr Full Year 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD
PRODUCTION
Crude Oil (MBD)
Consolidated operations
Alaska 179 176 165 174 173 180 170 162 171
Lower 48 561 565 572 576 569 553 575 603 577
Canada 6 6 8 15 9 18 17 15 17
Norway 70 65 60 63 64 68 68 70 68
Libya 47 48 48 48 48 50 51 40 47
Europe, Middle East and North Africa 117 113 108 111 112 118 119 110 115
China 34 32 31 31 32 32 34 34 33
Malaysia 29 26 30 29 28 27 27 21 25
Asia Pacific 63 58 61 60 60 59 61 55 58
Total consolidated operations 926 918 914 936 923 928 942 945 938
Equity affiliates 11 13 13 13 13 16 13 12 14
Total 937 931 927 949 936 944 955 957 952
NGL (MBD)
Consolidated operations
Alaska 18 16 14 15 16 14 14 14 14
Lower 48 239 252 263 269 256 247 264 278 263
Canada 3 3 3 5 3 6 6 7 6
Norway 4 4 3 4 4 4 3 3 4
Europe, Middle East and North Africa 4 4 3 4 4 4 3 3 4
Total consolidated operations 264 275 283 293 279 271 287 302 287
Equity affiliates 7 8 8 8 8 8 8 8 8
Total 271 283 291 301 287 279 295 310 295
Bitumen (MBD)
Canada 69 66 64 125 81 129 133 87 116
Total 69 66 64 125 81 129 133 87 116
Natural Gas (MMCFD)
Consolidated operations
Alaska 42 34 36 39 38 42 36 37 38
Lower 48 1,418 1,478 1,490 1,440 1,457 1,479 1,597 1,596 1,557
Canada 64 58 57 82 65 100 121 121 114
Norway 313 256 235 313 279 329 301 323 318
Libya 29 30 29 29 29 29 27 28 28
Europe, Middle East and North Africa 342 286 264 342 308 358 328 351 346
Malaysia 56 40 42 51 48 56 41 44 47
Asia Pacific 56 40 42 51 48 56 41 44 47
Total consolidated operations 1,922 1,896 1,889 1,954 1,916 2,035 2,123 2,149 2,102
Equity affiliates 1,166 1,251 1,252 1,207 1,219 1,267 1,247 1,232 1,249
Total 3,088 3,147 3,141 3,161 3,135 3,302 3,370 3,381 3,351
Total (MBOED)
Consolidated operations
Alaska 204 198 185 195 195 201 190 182 191
Lower 48 1,036 1,063 1,083 1,086 1,067 1,046 1,105 1,147 1,099
Canada 89 85 85 158 104 170 176 129 158
Norway 126 112 102 119 115 127 121 127 125
Libya 52 53 53 53 53 55 56 44 52
Europe, Middle East and North Africa 178 165 155 172 168 182 177 171 177
China 34 32 31 31 32 32 34 34 33
Malaysia 38 33 37 38 36 36 34 28 33
Asia Pacific 72 65 68 69 68 68 68 62 66
Total consolidated operations 1,579 1,576 1,576 1,680 1,602 1,667 1,716 1,691 1,691
Equity affiliates 213 229 230 222 224 235 229 226 230
Total 1,792 1,805 1,806 1,902 1,826 1,902 1,945 1,917 1,921

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2024
2nd Qtr 3rd Qtr 4th Qtr Full Year 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD
AVERAGE REALIZED PRICES
Crude Oil (/BBL)
Consolidated operations
Alaska 76.09 86.98 87.25 83.05 83.59 86.44 81.32 83.89
Lower 48 72.06 80.75 77.43 76.19 75.51 78.72 74.73 76.29
Canada 59.40 70.83 66.32 66.19 64.40 68.90 61.99 65.09
Norway 80.39 87.27 85.35 84.56 85.36 83.96 79.75 82.83
Libya 78.65 87.74 85.92 83.07 84.11 85.44 83.48 84.41
Europe, Middle East and North Africa 79.64 87.45 85.60 83.96 84.83 84.62 80.88 83.45
China 75.27 84.71 84.53 80.35 80.59 82.16 77.78 80.14
Malaysia 83.92 92.63 92.64 90.11 89.40 91.70 85.13 88.91
Asia Pacific 78.64 89.10 87.47 84.79 85.05 86.47 80.84 84.15
Total consolidated operations 74.18 83.22 80.83 78.97 78.67 81.31 76.78 78.90
Equity affiliates 75.10 78.73 79.23 78.45 76.94 80.34 76.11 77.72
Total 74.19 83.15 80.80 78.96 78.64 81.30 76.77 78.88
NGL (/BBL)
Consolidated operations
Lower 48 19.61 22.03 20.93 21.73 22.67 21.57 20.64 21.58
Canada 17.11 26.26 30.28 26.13 35.47 27.01 28.11 30.13
Norway 37.06 43.08 38.48 41.13 46.32 39.60 46.08 44.81
Europe, Middle East and North Africa 37.06 43.08 38.48 41.13 46.32 39.60 46.08 44.81
Total consolidated operations 20.05 22.52 21.22 22.12 23.35 21.84 21.16 22.07
Equity affiliates 43.62 39.53 49.59 47.09 52.09 49.83 49.91 50.64
Total 20.72 23.01 21.97 22.82 24.25 22.60 21.93 22.88
Bitumen (/BBL)
Canada 41.01 57.85 42.34 42.15 44.30 54.59 47.32 48.89
Total 41.01 57.85 42.34 42.15 44.30 54.59 47.32 48.89
Natural Gas (/MCF)
Consolidated operations
Alaska 4.38 4.40 4.48 4.47 3.91 4.03 3.98 3.97
Lower 48 1.43 2.24 1.93 2.12 1.57 0.32 0.18 0.67
Canada 0.56 0.67 1.27 1.80 1.01 0.36 0.10 0.46
Norway 11.32 10.07 12.70 13.33 9.02 9.89 11.19 10.02
Libya 6.67 5.86 5.78 6.49 6.39 6.23 6.05 6.22
Europe, Middle East and North Africa 10.83 9.61 12.12 12.68 8.81 9.59 10.76 9.71
Malaysia 4.10 3.77 3.60 3.95 3.68 3.98 3.62 3.75
Asia Pacific 4.10 3.77 3.60 3.95 3.68 3.98 3.62 3.75
Total consolidated operations 2.89 3.29 3.75 3.89 2.91 1.88 1.99 2.25
Equity affiliates 8.23 7.73 8.03 8.46 8.26 7.98 8.41 8.19
Total 5.04 5.06 5.41 5.69 5.02 4.22 4.42 4.53

All values are in US Dollars.

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2024
2nd Qtr 3rd Qtr 4th Qtr Full Year 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD
CORPORATE AND OTHER
Corporate and Other Earnings (Loss) ( Millions) (49) (333) (197) (821) (171) (249) (228) (648)
Detail of Earnings (Loss) ( Millions)
Net interest expense (86) (91) (93) (360) (93) (89) (79) (261)
Corporate G&A expenses (96) (87) (84) (357) (105) (78) (99) (282)
Technology* (11) (14) (15) (34) (24) (44) (32) (100)
Other 144 (141) (5) (70) 51 (38) (18) (5)
Total (49) (333) (197) (821) (171) (249) (228) (648)
*Includes investment in new technologies or businesses outside of our normal scope of operations and licensing revenues.
Before-Tax Net Interest Expense ( Millions)
Interest expense (218) (239) (262) (933) (255) (256) (255) (766)
Capitalized interest* 39 45 43 153 50 58 66 174
Interest revenue 97 110 101 403 101 95 105 301
Total (82) (84) (118) (377) (104) (103) (84) (291)
*Capitalized interest represents interest from external borrowings which is capitalized on major projects with an expected construction period of one year or longer.
Debt
Total debt ( Millions) 16,444 19,063 18,937 18,937 18,417 18,352 18,304 18,304
Debt-to-capital ratio (%) % 26 % 29 % 28 % 28 % 27 % 27 % 27 % 27 %
Equity ( Millions) 47,531 47,745 49,279 49,279 49,325 49,745 49,881 49,881
REFERENCE
Commonly Used Abbreviations
Earnings
DD&A
G&G
G&A
JCC
LNG
NGLs
WCS
WTI
Units of Measurement
BBL
BOE
MMBBL
MBD
MBOED
MCF
MMBTU
MMCFD

All values are in US Dollars.