8-K

CONOCOPHILLIPS (COP)

8-K 2025-08-07 For: 2025-08-07
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):  August 7, 2025

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 August 7, 2025, ConocoPhillips issued a press release announcing the company's financial and operating results for the quarter ended June 30, 2025. 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 onAugust 7, 2025.
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/ Kontessa S. Haynes-Welsh
Kontessa S. Haynes-Welsh
Vice President and Controller
August 7, 2025

3

Document

Exhibit 99.1

ConocoPhillips announces second-quarter 2025 results and quarterly dividend

•Reported second-quarter 2025 earnings per share of $1.56 and adjusted earnings per share of $1.42.

•Generated cash provided by operating activities of $3.5 billion and cash from operations (CFO) of $4.7 billion.

•Declared third-quarter ordinary dividend of $0.78 per share.

•Completed the asset integration of Marathon Oil and remain on track for more than $1 billion of synergies on a run-rate basis by year-end 2025 and over $1 billion of one-time benefits.

•Announced incremental cost reductions and margin enhancements of more than $1 billion anticipated on a run-rate basis by year-end 2026.

•Signed an agreement to sell Anadarko Basin assets for $1.3 billion, expected to close at the beginning of the fourth quarter, exceeding $2 billion disposition target ahead of schedule.

•Increased disposition target to $5 billion by year-end 2026.

HOUSTON—Aug. 7, 2025—ConocoPhillips (NYSE: COP) today reported second-quarter 2025 earnings of $2.0 billion, or $1.56 per share, compared with second-quarter 2024 earnings of $2.3 billion, or $1.98 per share. Excluding special items, second-quarter 2025 adjusted earnings were $1.8 billion, or $1.42 per share, compared with second-quarter 2024 adjusted earnings of $2.3 billion, or $1.98 per share. Special items for the quarter primarily relate to a gain on asset sales.

“In the second quarter, we delivered strong results financially, operationally and strategically. We completed the integration of Marathon Oil and remain on track to deliver greater than $1 billion in synergies and more than $1 billion of one-time benefits,” said Ryan Lance, chairman and chief executive officer. “And we aren’t stopping there. We are leveraging our scale and technologies to drive a further $1 billion-plus in company-wide cost reductions and margin enhancements by the end of 2026. These efforts strengthen our free cash flow generation, enabling us to continue delivering strong returns on and of capital.”

Second-quarter highlights and recent announcements

•Delivered total company and Lower 48 production of 2,391 thousand barrels of oil equivalent per day (MBOED) and 1,508 MBOED, respectively.

•Signed an agreement to divest Anadarko Basin assets for $1.3 billion, subject to customary closing adjustments and expected to close at the beginning of the fourth quarter.

•Achieved optimized level of steady-state activity in the Lower 48 following the asset integration of Marathon Oil.

•Advanced global LNG strategy by signing a regasification agreement at the Dunkerque terminal in France and a sales agreement in Asia, both expected to begin in 2028.

•Successfully completed planned turnarounds in Norway and Qatar.

•Distributed $2.2 billion to shareholders, including $1.2 billion through share repurchases and $1.0 billion through the ordinary dividend.

•Ended the quarter with cash and short-term investments of $5.7 billion and long-term investments of $1.1 billion.

Quarterly dividend

ConocoPhillips declared a third-quarter ordinary dividend of $0.78 per share payable Sept. 2, 2025, to stockholders of record at the close of business on Aug. 18, 2025.

ConocoPhillips announces second-quarter 2025 results and quarterly dividend

Second-quarter review

Production for the second quarter of 2025 was 2,391 MBOED, an increase of 446 MBOED from the same period a year ago. After adjusting for closed acquisitions and dispositions, second-quarter 2025 production increased 72 MBOED or 3% from the same period a year ago.

Lower 48 delivered production of 1,508 MBOED, including 845 MBOED from the Permian, 408 MBOED from the Eagle Ford and 205 MBOED from the Bakken.

Earnings and adjusted earnings decreased from the second quarter of 2024. The quarter benefited from higher production volumes, which were more than offset by lower prices, increased depreciation, depletion and amortization costs, and increased operating costs. The company’s total average realized price was $45.77 per BOE, 19% lower than the $56.56 per BOE realized in the second quarter of 2024.

For the quarter, cash provided by operating activities was $3.5 billion. Excluding a $1.2 billion change in operating working capital primarily related to timing of tax payments, ConocoPhillips generated CFO of $4.7 billion. In addition, ConocoPhillips received $0.7 billion of disposition proceeds from the sale of Ursa and associated assets. The company funded $3.3 billion of capital expenditures and investments, repurchased $1.2 billion of shares, paid $1.0 billion in ordinary dividends and retired debt of $0.2 billion at maturity.

Six-month review

ConocoPhillips’ six-month 2025 earnings were $4.8 billion, or $3.79 per share, compared with six-month 2024 earnings of $4.9 billion, or $4.14 per share. Six-month 2025 adjusted earnings were $4.5 billion, or $3.52 per share, compared with six-month 2024 adjusted earnings of $4.7 billion, or $4.02 per share.

Production for the first six months of 2025 was 2,391 MBOED, an increase of 468 MBOED from the same period a year ago. After adjusting for closed acquisitions and dispositions, production increased 96 MBOED or 4% from the same period a year ago.

The company’s total realized price during this period was $49.54 per BOE, 12% lower than the $56.58 per BOE realized in the first six months of 2024.

In the first six months of 2025, cash provided by operating activities was $9.6 billion. Excluding a $0.6 billion change in operating working capital, ConocoPhillips generated CFO of $10.2 billion and received disposition proceeds of $1.3 billion. The company funded $6.7 billion of capital expenditures and investments, repurchased $2.7 billion of shares, paid $2.0 billion in ordinary dividends and retired debt of $0.7 billion at maturity.

Outlook

Third-quarter 2025 production is expected to be 2.33 to 2.37 million barrels of oil equivalent per day (MMBOED). Full-year production is expected to be 2.35 to 2.37 MMBOED. The midpoint of full-year production guidance remains unchanged, even after adjusting for announced and closed dispositions.

The full-year effective tax rate is now expected to be in the mid-to-high 30% range, with a full-year deferred tax benefit of approximately $0.5 billion.

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.

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ConocoPhillips announces second-quarter 2025 results and quarterly dividend

About ConocoPhillips

As a leading global exploration and production company, ConocoPhillips is uniquely equipped to deliver reliable, responsibly produced oil and gas. Our deep, durable and diverse portfolio is built to meet growing global energy demands. Together with our high-performing operations and continuously advancing technology, we are well positioned to deliver strong, consistent financial results, now and for decades to come. Visit us at 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, including, without limitation, statements regarding our future financial position, business strategy, budgets, projected revenues, costs and plans, objectives of management for future operations, the anticipated benefits of our acquisition of Marathon Oil Corporation (Marathon Oil), the anticipated impact of our acquisition of Marathon Oil on the combined company’s business and future financial and operating results and the expected amount and timing of synergies from our acquisition of Marathon Oil 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, but are not limited to, the following: effects of volatile commodity prices, including prolonged periods of low commodity prices, which may adversely impact our operating results and our ability to execute on our strategy and could result in recognition of impairment charges on our long-lived assets, leaseholds and nonconsolidated equity investments; global and regional changes in the demand, supply, prices, differentials or other market conditions affecting oil and gas, including changes as a result of any ongoing military conflict and the global response to such conflict, security threats on facilities and infrastructure, global health crises, the imposition or lifting of crude oil production quotas or other actions that might be imposed by OPEC and other producing countries or the resulting company or third-party actions in response to such changes; the potential for insufficient liquidity or other factors, such as those described herein, that could impact our ability to repurchase shares and declare and pay dividends, whether fixed or variable; potential failures or delays in achieving expected reserve or production levels from existing and future oil and gas developments, including due to operating hazards, drilling risks and the inherent uncertainties in predicting reserves and reservoir performance; reductions in our reserve replacement rates, whether as a result of significant declines in commodity prices or otherwise; unsuccessful exploratory drilling activities or the inability to obtain access to exploratory acreage; failure to progress or complete announced and future development plans related to constructing, modifying or operating E&P and LNG facilities, or unexpected changes in costs, inflationary pressures or technical equipment related to such plans; significant operational or investment changes imposed by legislative and regulatory initiatives and international agreements addressing environmental concerns, including initiatives addressing the impact of global climate change, such as limiting or reducing GHG emissions, regulations concerning hydraulic fracturing, methane emissions, flaring or water disposal and prohibitions on commodity exports; broader societal attention to and efforts to address climate change may cause substantial investment in and increased adoption of competing or alternative energy sources; risks, uncertainties and high costs that may prevent us from successfully executing on our Climate Risk Strategy; lack or inadequacy of, or disruptions in reliable transportation for our crude oil, bitumen, natural gas, LNG and NGLs; inability to timely obtain or maintain permits, including those necessary for construction, drilling and/or development, or inability to make capital expenditures required to maintain compliance with any necessary permits or applicable laws or regulations; potential disruption or interruption of our operations and any resulting consequences due to accidents, extraordinary weather events, supply chain disruptions, civil unrest, political events, war, terrorism, cybersecurity threats or information technology failures, constraints or disruptions; liability for remedial actions, including removal and reclamation obligations, under existing or future environmental regulations and litigation; liability resulting from pending or future litigation or our failure to comply with applicable laws and regulations; general domestic and international economic, political and diplomatic developments, including deterioration of international trade relationships, the imposition of trade restrictions or tariffs relating to commodities and material or products (such as aluminum and steel) used in the operation of our business, expropriation of assets, changes in governmental policies relating to commodity pricing, including the

ConocoPhillips announces second-quarter 2025 results and quarterly dividend

imposition of price caps, sanctions or other adverse regulations or taxation policies; competition and consolidation in the oil and gas E&P industry, including competition for sources of supply, services, personnel and equipment; any limitations on our access to capital or increase in our cost of capital or insurance, including as a result of illiquidity, changes or uncertainty in domestic or international financial markets, foreign currency exchange rate fluctuations or investment sentiment; challenges or delays to our execution of, or successful implementation of the acquisition of Marathon Oil or any future asset dispositions or acquisitions we elect to pursue; potential disruption of our operations, including the diversion of management time and attention; our inability to realize anticipated cost savings or capital expenditure reductions; difficulties integrating acquired businesses and technologies; or other unanticipated changes; our inability to deploy the net proceeds from any asset dispositions that are pending or that we elect to undertake in the future in the manner and timeframe we anticipate, if at all; the operation, financing and management of risks of our joint ventures; the ability of our customers and other contractual counterparties to satisfy their obligations to us, including our ability to collect payments when due from the government of Venezuela or PDVSA; uncertainty as to the long-term value of our common stock; 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 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), free cash flow (FCF) 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 June 30, 2025. The impact of closed acquisitions and dispositions assumes a closing date of January 1, 2024. 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 and share repurchases. References in the release to earnings refer to net income.

ConocoPhillips announces second-quarter 2025 results and quarterly dividend

ConocoPhillips
Table 1: Reconciliation of earnings to adjusted earnings
millions, except as indicated
2Q24 2025 YTD 2024 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 $ 1,971 1.56 2,329 1.98 4,820 3.79 4,880 4.14
Adjustments:
(Gain) loss on asset sales 64 (210) (0.17) (338) 23 (315) (0.25) (86) 20 (66) (0.06)
Tax adjustments (76) (76) (0.06)
Transaction, integration and restructuring expenses (12) 46 0.04 111 (24) 87 0.07
(Gain) loss in interest rate hedge¹ 4 (14) (0.01) (33) 7 (26) (0.02)
Pending claims and settlements (123) 29 (94) (0.07)
Adjusted earnings / (loss) $ 1,793 1.42 2,329 1.98 4,472 3.52 4,738 4.02
¹Interest rate hedging (gain) loss from PALNG Phase 1 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
2025 YTD
Net Cash Provided by Operating Activities 3,485 9,600
Adjustments:
Net operating working capital changes (588)
Cash from operations 4,721 10,188

All values are in US Dollars.

ConocoPhillips
Table 3: Reconciliation of reported production to pro forma underlying production
MBOED, except as indicated
2Q25 2Q24 2025 YTD 2024 YTD
Total reported ConocoPhillips production 2,391 1,945 2,391 1,923
Closed Dispositions1 (4) (27) (14) (28)
Closed Acquisitions2 397 386
Total pro forma underlying production 2,387 2,315 2,377 2,281
1Includes production related to various Lower 48 noncore dispositions but excludes dispositions not yet closed as of 6/30/2025 (Anadarko Basin).
2Includes production related to the acquisition of Marathon Oil and additional working interest in Alaska, both closed in 4Q24.

Document

Exhibit 99.2

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Second-Quarter 2025 Detailed Supplemental Information

2025
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 13,620 13,041 14,236 54,745 16,517 14,004 30,521
Equity in earnings of affiliates 403 441 440 1,705 392 315 707
Gain (loss) on dispositions (5) (2) (35) 51 79 317 396
Other income 118 124 96 452 113 104 217
Total Revenues and Other Income 14,136 13,604 14,737 56,953 17,101 14,740 31,841
Costs and Expenses
Purchased commodities 4,858 4,747 5,073 20,012 6,188 5,085 11,273
Production and operating expenses 2,164 2,261 2,311 8,751 2,506 2,572 5,078
Selling, general and administrative expenses 164 186 630 1,158 191 250 441
Exploration expenses 102 70 71 355 117 81 198
Depreciation, depletion and amortization 2,334 2,390 2,664 9,599 2,746 2,838 5,584
Impairments 34 46 80 1 1 2
Taxes other than income taxes 536 476 520 2,087 551 572 1,123
Accretion on discounted liabilities 80 80 85 325 94 95 189
Interest and debt expense 198 189 191 783 205 232 437
Foreign currency transactions (gain) loss 9 (28) (13) (50) 30 (3) 27
Other expenses (2) (2) 189 181 6 6
Total Costs and Expenses 10,477 10,369 11,767 43,281 12,635 11,723 24,358
Income (loss) before income taxes 3,659 3,235 2,970 13,672 4,466 3,017 7,483
Income tax provision (benefit) 1,330 1,176 664 4,427 1,617 1,046 2,663
Net Income (loss) 2,329 2,059 2,306 9,245 2,849 1,971 4,820
Net Income (Loss) Per Share of Common Stock (dollars)
Basic 1.99 1.77 1.90 7.82 2.23 1.56 3.80
Diluted 1.98 1.76 1.90 7.81 2.23 1.56 3.79
Weighted-Average Common Shares Outstanding (in thousands)*
Basic 1,168,198 1,161,318 1,207,421 1,178,920 1,273,350 1,257,512 1,265,387
Diluted 1,170,299 1,163,227 1,209,163 1,180,871 1,274,879 1,258,998 1,266,815
*Ending Common Shares Outstanding is 1,248,942 as of June 30, 2025, compared with 1,262,410 as of March 31, 2025.
INCOME (LOSS) BEFORE INCOME TAXES
Alaska 495 370 473 1,806 466 182 648
Lower 48 1,626 1,588 1,658 6,638 2,238 1,781 4,019
Canada 347 35 322 940 337 199 536
Europe, Middle East and North Africa 917 976 1,069 4,043 1,341 830 2,171
Asia Pacific 539 528 350 1,934 375 397 772
Other International 3 1 (5) (2) 2 1 3
Corporate and Other (268) (263) (897) (1,687) (293) (373) (666)
Consolidated 3,659 3,235 2,970 13,672 4,466 3,017 7,483

All values are in US Dollars.

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2024 2025
1st Qtr 2nd Qtr 3rd Qtr 4th Qtr Full Year 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD
EFFECTIVE INCOME TAX RATES
Alaska* 26.1 % 27.4 % 27.6 % 25.4 % 26.6 % 29.8 % 26.0 % 28.7 %
Lower 48 21.8 % 22.6 % 21.9 % 21.9 % 22.0 % 20.0 % 21.5 % 20.7 %
Canada 23.6 % 24.6 % 30.9 % 23.5 % 24.2 % 24.1 % 25.2 % 24.5 %
Europe, Middle East and North Africa 71.9 % 72.5 % 69.5 % 68.6 % 70.6 % 68.8 % 71.4 % 69.8 %
Asia Pacific 0.9 % 17.8 % 13.7 % 10.7 % 10.9 % 17.1 % 16.8 % 17.0 %
Other International 7.7 % 3.4 % 18.0 % 42.0 % 0.6 % 29.7 % 11.4 %
Corporate and Other 33.8 % 7.2 % 13.4 % 74.2 % 47.9 % 12.6 % 24.9 % 19.5 %
Consolidated 33.0 % 36.3 % 36.4 % 22.3 % 32.4 % 36.2 % 34.7 % 35.6 %
*Alaska including taxes other than income taxes 42.5 % 42.5 % 42.8 % 39.3 % 41.7 % 37.8 % 56.6 % 44.8 %

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2025
2nd Qtr 3rd Qtr 4th Qtr Full Year 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD
Millions
EARNINGS BY SEGMENT
Alaska 360 267 353 1,326 327 135 462
Lower 48 1,259 1,241 1,294 5,175 1,790 1,399 3,189
Canada 261 25 246 712 256 149 405
Europe, Middle East and North Africa 251 298 336 1,189 419 237 656
Asia Pacific 444 455 313 1,724 311 330 641
Other International 3 1 (4) (1) 2 1 3
Corporate and Other (249) (228) (232) (880) (256) (280) (536)
Consolidated 2,329 2,059 2,306 9,245 2,849 1,971 4,820
SPECIAL ITEMS
Alaska 58 58
Lower 48 (70) (4) 93 207 300
Canada
Europe, Middle East and North Africa
Asia Pacific 76
Other International
Corporate and Other (22) (29) (51) 19 (29) (10)
Consolidated (22) (99) 21 170 178 348
Detailed reconciliation of these items is provided on page 5.
ADJUSTED EARNINGS
Alaska 360 267 353 1,326 269 135 404
Lower 48 1,259 1,241 1,364 5,179 1,697 1,192 2,889
Canada 261 25 246 712 256 149 405
Europe, Middle East and North Africa 251 298 336 1,189 419 237 656
Asia Pacific 444 455 313 1,648 311 330 641
Other International 3 1 (4) (1) 2 1 3
Corporate and Other (249) (206) (203) (829) (275) (251) (526)
Consolidated 2,329 2,081 2,405 9,224 2,679 1,793 4,472

All values are in US Dollars.

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2024 2025
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 26.1 % 27.4 % 27.6 % 25.4 % 26.6 % 30.8 % 26.0 % 29.3 %
Lower 48 21.7 % 22.6 % 21.9 % 21.9 % 22.0 % 22.5 % 21.1 % 21.9 %
Canada 23.6 % 24.6 % 30.9 % 23.5 % 24.2 % 24.1 % 25.2 % 24.5 %
Europe, Middle East and North Africa 71.9 % 72.5 % 69.5 % 68.6 % 70.6 % 68.8 % 71.4 % 69.8 %
Asia Pacific 15.6 % 17.8 % 13.7 % 10.7 % 14.8 % 17.1 % 16.8 % 17.0 %
Other International 7.7 % 3.4 % 18.0 % 42.0 % 0.6 % 29.7 % 11.4 %
Corporate and Other 33.8 % 7.2 % 12.3 % 33.6 % 22.3 % 13.3 % 25.3 % 19.5 %
Consolidated 35.3 % 36.3 % 36.2 % 34.1 % 35.5 % 37.9 % 35.6 % 37.0 %

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2025
2nd Qtr 3rd Qtr 4th Qtr Full Year 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD
Millions
DETAILED SPECIAL ITEMS
Alaska
Pending claims and settlements 77 77
Subtotal before income taxes 77 77
Income tax provision (benefit) 19 19
Total 58 58
Lower 48
Transaction, integration and restructuring expenses (43) (43) (16) (4) (20)
Impairments (47) (47)
Gain (loss) on asset sales 86 64 274 338
Subtotal before income taxes (90) (4) 48 270 318
Income tax provision (benefit) (20) (45) 63 18
Total (70) (4) 93 207 300
Canada
Total
Europe, Middle East and North Africa
Total
Asia Pacific
Income tax provision (benefit)1 (76)
Total 76
Other International
Total
Corporate and Other
Pending claims and settlements 16 16 46 46
Transaction, integration and restructuring expenses (28) (471) (499) (37) (54) (91)
Gain (loss) on interest rate hedge2 35 35 15 18 33
Gain (loss) on debt extinguishment (173) (173)
Subtotal before income taxes (28) (593) (621) 24 (36) (12)
Income tax provision (benefit)3 (6) (564) (570) 5 (7) (2)
Total (22) (29) (51) 19 (29) (10)
Total Company (22) (99) 21 170 178 348
1Includes a tax adjustment in 1Q24 related to Malaysia deepwater investment tax incentive.
2Interest rate hedging gain (loss) from PALNG Phase 1 Investment.
3Includes a tax adjustment related to the Marathon Oil acquisition and a deferred tax adjustment related to finalization of federal income tax regulations related to foreign currency in 4Q24.

All values are in US Dollars.

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2025
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 4,294 5,221 5,607 5,607 6,309 4,901 4,901
Short-term investments 1,723 1,571 507 507 926 439 439
Accounts and notes receivable 5,307 4,815 6,695 6,695 6,400 5,701 5,701
Inventories 1,447 1,496 1,809 1,809 1,844 1,897 1,897
Prepaid expenses and other current assets 963 881 1,029 1,029 1,427 1,001 1,001
Total Current Assets 13,734 13,984 15,647 15,647 16,906 13,939 13,939
Investments and long-term receivables 9,304 9,192 9,869 9,869 10,008 10,361 10,361
Net properties, plants and equipment 70,226 70,725 94,356 94,356 94,316 95,242 95,242
Other assets 2,730 2,798 2,908 2,908 3,024 3,057 3,057
Total Assets 95,994 96,699 122,780 122,780 124,254 122,599 122,599
Liabilities
Accounts payable 5,156 5,190 6,044 6,044 7,349 6,517 6,517
Short-term debt 1,312 1,314 1,035 1,035 608 414 414
Accrued income and other taxes 2,016 2,473 2,460 2,460 2,919 1,742 1,742
Employee benefit obligations 516 627 1,087 1,087 652 710 710
Other accruals 1,324 1,161 1,498 1,498 1,801 1,603 1,603
Total Current Liabilities 10,324 10,765 12,124 12,124 13,329 10,986 10,986
Long-term debt 17,040 16,990 23,289 23,289 23,176 23,115 23,115
Asset retirement obligations and accrued   environmental costs 7,238 7,337 8,089 8,089 8,146 8,225 8,225
Deferred income taxes 8,927 8,986 11,426 11,426 11,483 11,766 11,766
Employee benefit obligations 990 945 1,022 1,022 999 999 999
Other liabilities and deferred credits 1,730 1,795 2,034 2,034 1,883 1,936 1,936
Total Liabilities 46,249 46,818 57,984 57,984 59,016 57,027 57,027
Equity
Common stock issued
Par value 21 21 23 23 23 23 23
Capital in excess of par 61,381 61,430 77,529 77,529 77,554 77,643 77,643
Treasury stock (68,005) (69,184) (71,152) (71,152) (72,666) (73,899) (73,899)
Accumulated other comprehensive income (loss) (5,961) (5,845) (6,473) (6,473) (6,394) (5,902) (5,902)
Retained earnings 62,309 63,459 64,869 64,869 66,721 67,707 67,707
Total Equity 49,745 49,881 64,796 64,796 65,238 65,572 65,572
Total Liabilities and Equity 95,994 96,699 122,780 122,780 124,254 122,599 122,599

All values are in US Dollars.

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2024 2025
$ 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) 2,551 2,329 2,059 2,306 9,245 2,849 1,971 4,820
Depreciation, depletion and amortization 2,211 2,334 2,390 2,664 9,599 2,746 2,838 5,584
Impairments 34 46 80 1 1 2
Dry hole costs and leasehold impairments 19 29 (2) 46 61 24 85
Accretion on discounted liabilities 80 80 80 85 325 94 95 189
Deferred taxes 87 124 38 118 367 (71) 149 78
Distributions more (less) than income from equity <br>  affiliates 308 56 181 19 564 (19) (93) (112)
(Gain) loss on dispositions (93) 5 2 35 (51) (79) (317) (396)
Other (66) 76 (28) 148 130 (115) 53 (62)
Net working capital changes (112) (148) 1,041 (962) (181) 648 (1,236) (588)
Net Cash Provided by Operating Activities 4,985 4,919 5,763 4,457 20,124 6,115 3,485 9,600
Cash Flows from Investing Activities
Capital expenditures and investments (2,916) (2,969) (2,916) (3,317) (12,118) (3,378) (3,286) (6,664)
Working capital changes associated with investing <br>  activities 169 4 22 107 302 827 (276) 551
Acquisition of businesses, net of cash acquired 49 (73) (24)
Proceeds from asset dispositions 173 5 39 44 261 635 706 1,341
Net sales (purchases) of investments 405 (1,199) 195 1,014 415 (400) 392 (8)
Other (21) 8 2 25 14 (30) 3 (27)
Net Cash Used in Investing Activities (2,141) (4,151) (2,658) (2,200) (11,150) (2,346) (2,461) (4,807)
Cash Flows from Financing Activities
Net issuance (repayment) of debt (505) (58) (44) 1,217 610 (547) (259) (806)
Issuance of company common stock (61) 4 (9) (12) (78) (52) (3) (55)
Repurchase of company common stock (1,325) (1,021) (1,167) (1,950) (5,463) (1,500) (1,222) (2,722)
Dividends paid (924) (915) (910) (897) (3,646) (998) (984) (1,982)
Other (10) (53) (68) (127) (258) (40) (15) (55)
Net Cash Used in Financing Activities (2,825) (2,043) (2,198) (1,769) (8,835) (3,137) (2,483) (5,620)
Effect of Exchange Rate Changes (73) 4 41 (105) (133) 83 65 148
Net Change in Cash, Cash Equivalents and Restricted Cash (54) (1,271) 948 383 6 715 (1,394) (679)
Cash, cash equivalents and restricted cash at beginning of period 5,899 5,845 4,574 5,522 5,899 5,905 6,620 5,905
Cash, Cash Equivalents and Restricted Cash at End of Period 5,845 4,574 5,522 5,905 5,905 6,620 5,226 5,226
Restricted cash is included in the "Other assets" line of our Consolidated Balance Sheet.
CAPITAL EXPENDITURES AND INVESTMENTS
Alaska 720 691 691 1,092 3,194 1,046 986 2,032
Lower 48 1,616 1,649 1,653 1,592 6,510 1,814 1,704 3,518
Canada 152 131 136 132 551 165 144 309
Europe, Middle East and North Africa 219 227 248 327 1,021 274 356 630
Asia Pacific 45 90 100 135 370 54 64 118
Other International
Corporate and Other 164 181 88 39 472 25 32 57
Total Capital Expenditures and Investments 2,916 2,969 2,916 3,317 12,118 3,378 3,286 6,664
Capitalized interest included in total capital expenditures and investments 50 58 66 74 248 80 92 172

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2025
2nd Qtr 3rd Qtr 4th Qtr Full Year 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD
TOTAL SEGMENTS
Production
Total (MBOED) 1,945 1,917 2,183 1,987 2,389 2,391 2,391
Crude Oil (MBD)
Consolidated operations 942 945 1,058 969 1,153 1,144 1,149
Equity affiliates 13 12 12 13 13 11 12
Total 955 957 1,070 982 1,166 1,155 1,161
NGL (MBD)
Consolidated operations 287 302 355 304 394 418 406
Equity affiliates 8 8 7 8 8 6 7
Total 295 310 362 312 402 424 413
Bitumen (MBD)
Consolidated operations 133 87 139 122 143 144 144
Total 133 87 139 122 143 144 144
Natural Gas (MMCFD)
Consolidated operations 2,123 2,149 2,486 2,200 2,840 2,855 2,848
Equity affiliates 1,247 1,232 1,188 1,233 1,230 1,150 1,190
Total 3,370 3,381 3,674 3,433 4,070 4,005 4,038
Industry Prices
Crude Oil (/BBL)
WTI 80.57 75.10 70.27 75.72 71.42 63.74 67.58
WCS 66.96 61.56 57.71 60.95 58.75 53.52 56.13
Brent dated 84.94 80.18 74.69 80.76 75.66 67.82 71.74
JCC (/BBL) 84.19 87.58 85.98 87.51 78.31 78.84 78.57
Natural Gas (/MMBTU)
Henry Hub first of month 1.89 2.15 2.79 2.27 3.65 3.44 3.55
Average Realized Prices
Total (/BOE) 56.56 54.18 52.37 54.83 53.34 45.77 49.54
Crude Oil (/BBL)
Consolidated operations 81.31 76.78 71.01 76.74 71.61 64.21 67.92
Equity affiliates 80.34 76.11 73.57 76.76 75.57 65.87 71.15
Total 81.30 76.77 71.04 76.74 71.65 64.23 67.95
NGL (/BBL)
Consolidated operations 21.84 21.16 23.31 22.43 24.86 20.51 22.60
Equity affiliates 49.83 49.91 54.63 51.53 52.34 48.93 50.72
Total 22.60 21.93 23.93 23.19 25.40 20.98 23.11
Bitumen (/BBL)
Consolidated operations 54.59 47.32 45.56 47.92 45.29 39.43 42.30
Total 54.59 47.32 45.56 47.92 45.29 39.43 42.30
Natural Gas (/MCF)
Consolidated operations 1.88 1.99 3.52 2.61 4.76 2.99 3.88
Equity affiliates 7.98 8.41 8.31 8.22 7.56 6.91 7.24
Total 4.22 4.42 5.12 4.69 5.62 4.16 4.90

All values are in US Dollars.

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2025
2nd Qtr 3rd Qtr 4th Qtr Full Year 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD
Exploration Expenses ( Millions)
Dry holes 25 (4) 40 43 6 49
Leasehold impairment 4 2 6 18 18 36
Total noncash expenses 29 (2) 46 61 24 85
Other (G&A, G&G and lease rentals) 73 70 73 309 56 57 113
Total exploration expenses 102 70 71 355 117 81 198
U.S. exploration expenses 42 22 28 158 42 55 97
International exploration expenses 60 48 43 197 75 26 101
DD&A ( Millions)
Alaska 321 309 345 1,299 355 361 716
Lower 48 1,557 1,640 1,813 6,442 1,904 2,003 3,907
Canada 166 147 168 639 131 143 274
Europe, Middle East and North Africa 175 189 217 761 219 198 417
Asia Pacific 107 97 111 425 119 118 237
Other International
Corporate and Other 8 8 10 33 18 15 33
Total DD&A 2,334 2,390 2,664 9,599 2,746 2,838 5,584

All values are in US Dollars.

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2024 2025
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 180 170 162 179 173 184 182 183
Lower 48 553 575 603 677 602 753 761 757
Canada 18 17 15 16 17 17 20 18
Norway 68 68 70 72 69 68 54 61
Libya 50 51 40 52 48 60 59 60
Equatorial Guinea 3 1 8 7 8
Europe, Middle East and North Africa 118 119 110 127 118 136 120 129
China 32 34 34 32 33 36 34 35
Malaysia 27 27 21 27 26 27 27 27
Asia Pacific 59 61 55 59 59 63 61 62
Total consolidated operations 928 942 945 1,058 969 1,153 1,144 1,149
Equity affiliates 16 13 12 12 13 13 11 12
Total 944 955 957 1,070 982 1,166 1,155 1,161
NGL (MBD)
Consolidated operations
Alaska 14 14 14 16 15 16 15 16
Lower 48 247 264 278 327 279 363 389 376
Canada 6 6 7 6 6 6 6 6
Norway 4 3 3 4 4 4 3 3
Equatorial Guinea 2 5 5 5
Europe, Middle East and North Africa 4 3 3 6 4 9 8 8
Total consolidated operations 271 287 302 355 304 394 418 406
Equity affiliates 8 8 8 7 8 8 6 7
Total 279 295 310 362 312 402 424 413
Bitumen (MBD)
Canada 129 133 87 139 122 143 144 144
Total 129 133 87 139 122 143 144 144
Natural Gas (MMCFD)
Consolidated operations
Alaska 42 36 37 41 39 48 48 48
Lower 48 1,479 1,597 1,596 1,827 1,625 2,080 2,146 2,113
Canada 100 121 121 117 115 109 124 117
Norway 329 301 323 361 329 353 302 328
Libya 29 27 28 27 28 30 31 31
Equatorial Guinea 54 14 155 150 152
Europe, Middle East and North Africa 358 328 351 442 371 538 483 511
Malaysia 56 41 44 59 50 65 54 59
Asia Pacific 56 41 44 59 50 65 54 59
Total consolidated operations 2,035 2,123 2,149 2,486 2,200 2,840 2,855 2,848
Equity affiliates 1,267 1,247 1,232 1,188 1,233 1,230 1,150 1,190
Total 3,302 3,370 3,381 3,674 3,433 4,070 4,005 4,038
Total (MBOED)
Consolidated operations
Alaska 201 190 182 202 194 208 205 207
Lower 48 1,046 1,105 1,147 1,308 1,152 1,462 1,508 1,485
Canada 170 176 129 180 164 184 191 187
Norway 127 121 127 136 128 131 107 119
Libya 55 56 44 57 53 65 64 65
Equatorial Guinea 14 3 39 37 38
Europe, Middle East and North Africa 182 177 171 207 184 235 208 222
China 32 34 34 32 33 36 34 35
Malaysia 36 34 28 37 34 38 36 37
Asia Pacific 68 68 62 69 67 74 70 72
Total consolidated operations 1,667 1,716 1,691 1,966 1,761 2,163 2,182 2,173
Equity affiliates 235 229 226 217 226 226 209 218
Total 1,902 1,945 1,917 2,183 1,987 2,389 2,391 2,391

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2025
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 86.44 81.32 75.88 81.73 76.58 70.87 73.90
Lower 48 78.72 74.73 68.74 74.17 69.47 61.90 65.60
Canada 68.90 61.99 62.49 64.47 62.41 55.48 58.64
Norway 83.96 79.75 76.44 81.09 75.80 68.78 72.69
Libya 85.44 83.48 72.92 81.08 75.45 68.59 72.27
Equatorial Guinea 60.01 60.01 59.91 52.66 56.37
Europe, Middle East and North Africa 84.62 80.88 74.57 80.92 74.60 67.48 71.36
China 82.16 77.78 73.36 78.67 74.65 68.03 71.32
Malaysia 91.70 85.13 78.95 87.06 79.69 71.54 75.02
Asia Pacific 86.47 80.84 75.64 82.42 76.64 69.65 72.91
Total consolidated operations 81.31 76.78 71.01 76.74 71.61 64.21 67.92
Equity affiliates 80.34 76.11 73.57 76.76 75.57 65.87 71.15
Total 81.30 76.77 71.04 76.74 71.65 64.23 67.95
NGL (/BBL)
Consolidated operations
Lower 48 21.57 20.64 23.09 22.02 24.84 20.52 22.59
Canada 27.01 28.11 27.97 29.59 27.96 20.63 24.25
Norway 39.60 46.08 47.56 45.50 45.58 39.02 42.46
Equatorial Guinea 1.00 1.00 1.00 1.00 1.00
Europe, Middle East and North Africa 39.60 46.08 31.53 40.29 23.76 20.24 22.08
Total consolidated operations 21.84 21.16 23.31 22.43 24.86 20.51 22.60
Equity affiliates 49.83 49.91 54.63 51.53 52.34 48.93 50.72
Total 22.60 21.93 23.93 23.19 25.40 20.98 23.11
Bitumen (/BBL)
Canada 54.59 47.32 45.56 47.92 45.29 39.43 42.30
Total 54.59 47.32 45.56 47.92 45.29 39.43 42.30
Natural Gas (/MCF)
Consolidated operations
Alaska 4.03 3.98 3.75 3.90 3.87 3.80 3.85
Lower 48 0.32 0.18 1.39 0.87 2.65 1.60 2.12
Canada 0.36 0.10 0.80 0.54 1.35 0.71 1.01
Norway 9.89 11.19 13.96 11.11 14.86 11.65 13.37
Libya 6.23 6.05 6.11 6.20 5.68 5.64 5.66
Equatorial Guinea 9.84 9.84 11.10 7.41 9.74
Europe, Middle East and North Africa 9.59 10.76 13.01 10.70 13.16 10.21 11.87
Malaysia 3.98 3.62 3.72 3.74 3.67 3.70 3.68
Asia Pacific 3.98 3.62 3.72 3.74 3.67 3.70 3.68
Total consolidated operations 1.88 1.99 3.52 2.61 4.76 2.99 3.88
Equity affiliates 7.98 8.41 8.31 8.22 7.56 6.91 7.24
Total 4.22 4.42 5.12 4.69 5.62 4.16 4.90

All values are in US Dollars.

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2025
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) (249) (228) (232) (880) (256) (280) (536)
Detail of Corporate and Other Earnings (Loss), net of tax ( Millions)
Net interest expense (89) (79) (118) (379) (111) (139) (250)
Corporate G&A expenses (78) (99) (434) (716) (110) (147) (257)
Technology* (44) (32) (37) (137) (18) (22) (40)
Other (38) (18) 357 352 (17) 28 11
Total (249) (228) (232) (880) (256) (280) (536)
*Includes investment in new technologies or businesses outside of our normal scope of operations and licensing revenues.
Corporate and Other Interest Expense, before-tax ( Millions)
Incurred interest (256) (255) (265) (1,031) (285) (324) (609)
Capitalized interest* 58 66 74 248 80 92 172
Interest and debt expense (198) (189) (191) (783) (205) (232) (437)
Interest income 95 105 93 394 74 65 139
Net Interest Expense (103) (84) (98) (389) (131) (167) (298)
*Capitalized interest represents before-tax interest from external borrowings which is capitalized on major projects with an expected construction period of one year or longer.
Debt
Total debt ( Millions) 18,352 18,304 24,324 24,324 23,784 23,529 23,529
Debt-to-capital ratio (%) % 27 % 27 % 27 % 27 % 27 % 26 % 26 %
Equity ( Millions) 49,745 49,881 64,796 64,796 65,238 65,572 65,572
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.