8-K

CONOCOPHILLIPS (COP)

8-K 2025-05-08 For: 2025-05-02
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):  May 8, 2025 (May 2, 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 May 8, 2025, ConocoPhillips issued a press release announcing the company's financial and operating results for the quarter ended March 31, 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 5.02 Departures of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On May 2, 2025, W.L. “Bill” Bullock announced his decision to retire as executive vice president and chief financial officer of ConocoPhillips. Effective June 1, 2025, Andy O’Brien, currently senior vice president, Strategy, Commercial, Sustainability and Technology, will succeed Mr. Bullock as chief financial officer.

The press release issued by ConocoPhillips on May 8, 2025, announcing Mr. Bullock’s retirement is filed as Exhibit 99.3 hereto and incorporated herein by reference.

The information regarding Mr. O’Brien required under Items 401(b), (d) and (e) of Regulation S-K is included under “Information About our Executive Officers” beginning on page 30 of ConocoPhillips’ Annual Reporton Form 10-K for the year ending December 31, 2024, as filed with the Securities and Exchange Commission (the “SEC”) on February 18, 2025, and is incorporated herein by reference. There are no arrangements or understandings pursuant to which Mr. O’Brien was selected for his position. There have been no related party transactions involving Mr. O’Brien (or any of his immediate family members) during the period since December 31, 2023.

Mr. O’Brien will participate in the compensation programs described under “Compensation Discussion and Analysis” beginning on page 63 of ConocoPhillips’ Proxy Statementrelating to its2025 AnnualMeeting of Stockholders, as filed with the SEC on March31, 2025, which description is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description
99.1 Press release issued by ConocoPhillips onMay 8, 2025.
99.2 Supplemental financial information.
99.3 Press release issued by ConocoPhillips on May 8, 2025.
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
May 8, 2025

3

Document

Exhibit 99.1

ConocoPhillips announces first-quarter 2025 results and quarterly dividend

•Reported first-quarter 2025 earnings per share of $2.23 and adjusted earnings per share of $2.09.

•Generated cash provided by operating activities of $6.1 billion and cash from operations (CFO) of $5.5 billion.

•Lowered both full-year capital expenditures and adjusted operating cost guidance while maintaining full-year production guidance.

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

HOUSTON—May 8, 2025—ConocoPhillips (NYSE: COP) today reported first-quarter 2025 earnings of $2.8 billion, or $2.23 per share, compared with first-quarter 2024 earnings of $2.6 billion, or $2.15 per share. Excluding special items, first-quarter 2025 adjusted earnings were $2.7 billion, or $2.09 per share, compared with first-quarter 2024 adjusted earnings of $2.4 billion, or $2.03 per share. Special items for the quarter were primarily related to a gain on asset sales and the impact from the settlement of a contingent matter.

“ConocoPhillips continued to demonstrate strong execution in the first quarter, and we reduced our full-year capital and operating cost guidance,” said Ryan Lance, chairman and chief executive officer. “Amid a volatile macro environment, we remain confident in the competitive advantages provided by our differentiated portfolio, strong balance sheet and disciplined capital allocation framework that prioritizes returns on and of capital to shareholders.”

First-quarter highlights and recent announcements

•Delivered total company and Lower 48 production of 2,389 thousand barrels of oil equivalent per day (MBOED) and 1,462 MBOED, respectively.

•Achieved record Eagle Ford drilling performance from leveraging combined best practices.

•Completed the largest winter construction season at Willow and achieved critical milestones.

•Completed $1.3 billion of noncore Lower 48 asset sales, including $0.6 billion during the quarter and $0.7 billion in May with the close of Ursa and associated assets.

•Distributed $2.5 billion to shareholders, including $1.5 billion through share repurchases and $1.0 billion through the ordinary dividend.

•Retired $0.5 billion of debt at maturity.

•Ended the quarter with cash and short-term investments of $7.5 billion and long-term investments of $1.0 billion.

Quarterly dividend

ConocoPhillips declared a second-quarter ordinary dividend of $0.78 per share payable June 2, 2025, to stockholders of record at the close of business on May 19, 2025.

First-quarter review

Production for the first quarter of 2025 was 2,389 MBOED, an increase of 487 MBOED from the same period a year ago. After adjusting for closed acquisitions and dispositions, first-quarter 2025 production increased 115 MBOED or 5% from the same period a year ago.

ConocoPhillips announces first-quarter 2025 results and quarterly dividend

Lower 48 delivered production of 1,462 MBOED, including 816 MBOED from the Permian, 379 MBOED from the Eagle Ford and 212 MBOED from the Bakken.

Earnings and adjusted earnings increased from the first quarter of 2024, primarily driven by higher volumes and partially offset by increased depreciation, depletion and amortization and operating costs, as well as lower prices. The company’s total average realized price was $53.34 per BOE, 6% lower than the $56.60 per BOE realized in the first quarter of 2024.

For the quarter, cash provided by operating activities was $6.1 billion. Excluding a $0.6 billion change in operating working capital, ConocoPhillips generated CFO of $5.5 billion. In addition, ConocoPhillips realized a change in investing working capital of $0.8 billion and received $0.6 billion of disposition proceeds from the sale of noncore Lower 48 assets. The company funded $3.4 billion of capital expenditures and investments, repurchased $1.5 billion of shares, paid $1.0 billion in ordinary dividends and retired debt of $0.5 billion at maturity.

Outlook

Second-quarter 2025 production is expected to be 2.34 to 2.38 million barrels of oil equivalent per day (MMBOED).

Full-year capital expenditures guidance is lowered to $12.3 to $12.6 billion versus prior guidance of approximately $12.9 billion. Full-year adjusted operating cost guidance is lowered to $10.7 to $10.9 billion versus prior guidance of $10.9 to $11.1 billion.

All other guidance remains unchanged. Guidance includes the impact from closed dispositions.

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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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

ConocoPhillips announces first-quarter 2025 results and quarterly dividend

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 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 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), adjusted operating costs and cash from operations (CFO).

ConocoPhillips announces first-quarter 2025 results and quarterly dividend

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. Adjusted operating costs is defined as the sum of production and operating expenses and selling, general and administrative expenses, adjusted to exclude expenses that do not directly relate to the company’s core business operations and are included as adjustments to arrive at adjusted earnings to the extent those adjustments impact operating costs. 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 March 31, 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 first-quarter 2025 results and quarterly dividend

ConocoPhillips
Table 1: Reconciliation of earnings to adjusted earnings
millions, except as indicated
1Q24
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 $ 2,849 2.23 2,551 2.15
Adjustments:
(Gain) loss on asset sales (41) (105) (0.08) (86) 20 (66) (0.06)
Tax adjustments (76) (76) (0.06)
Transaction and integration expenses (12) 41 0.03
(Gain) loss in interest rate hedge¹ 3 (12) (0.01)
Pending claims and settlements 29 (94) (0.08)
Adjusted earnings / (loss) $ 2,679 2.09 2,409 2.03
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
Net Cash Provided by Operating Activities 6,115
Adjustments:
Net operating working capital changes
Cash from operations 5,467

All values are in US Dollars.

ConocoPhillips
Table 3: Reconciliation of reported production to pro forma underlying production
MBOED, except as indicated
1Q25 1Q24
Total reported ConocoPhillips production 2,389 1,902
Closed Dispositions1 (15) (18)
Closed Acquisitions2 375
Total pro forma underlying production 2,374 2,259
1Includes production related to various Lower 48 noncore dispositions but excludes dispositions not yet closed as of 3/31/2025 (Ursa and related assets).
2Includes production related to the acquisition of Marathon Oil and additional working interest in Alaska, both closing in 4Q24.

ConocoPhillips announces first-quarter 2025 results and quarterly dividend

ConocoPhillips
Table 4: Reconciliation of production and operating expenses to adjusted operating costs
millions, except as indicated
2025 Full Year Guidance ($B)
Production and operating expenses 2,506 10.1 - 10.4
Selling, general and administrative (G&A) expenses 0.7 - 0.8
Operating Costs 10.8 - 11.2
Adjustments to exclude special items:
Transaction and integration expenses (0.1) - (0.3)
Adjusted operating costs 2,644 10.7 - 10.9

All values are in US Dollars.

Document

Exhibit 99.2

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First-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 16,517
Equity in earnings of affiliates 403 441 440 1,705 392 392
Gain (loss) on dispositions (5) (2) (35) 51 79 79
Other income 118 124 96 452 113 113
Total Revenues and Other Income 14,136 13,604 14,737 56,953 17,101 17,101
Costs and Expenses
Purchased commodities 4,858 4,747 5,073 20,012 6,188 6,188
Production and operating expenses 2,164 2,261 2,311 8,751 2,506 2,506
Selling, general and administrative expenses 164 186 630 1,158 191 191
Exploration expenses 102 70 71 355 117 117
Depreciation, depletion and amortization 2,334 2,390 2,664 9,599 2,746 2,746
Impairments 34 46 80 1 1
Taxes other than income taxes 536 476 520 2,087 551 551
Accretion on discounted liabilities 80 80 85 325 94 94
Interest and debt expense 198 189 191 783 205 205
Foreign currency transactions (gain) loss 9 (28) (13) (50) 30 30
Other expenses (2) (2) 189 181 6 6
Total Costs and Expenses 10,477 10,369 11,767 43,281 12,635 12,635
Income (loss) before income taxes 3,659 3,235 2,970 13,672 4,466 4,466
Income tax provision (benefit) 1,330 1,176 664 4,427 1,617 1,617
Net Income (loss) 2,329 2,059 2,306 9,245 2,849 2,849
Net Income (Loss) Per Share of Common Stock (dollars)
Basic 1.99 1.77 1.90 7.82 2.23 2.23
Diluted 1.98 1.76 1.90 7.81 2.23 2.23
Weighted-Average Common Shares Outstanding (in thousands)*
Basic 1,168,198 1,161,318 1,207,421 1,178,920 1,273,350 1,273,350
Diluted 1,170,299 1,163,227 1,209,163 1,180,871 1,274,879 1,274,879
*Ending Common Shares Outstanding is 1,262,410 as of March 31, 2025, compared with 1,275,867 as of December 31, 2024.
INCOME (LOSS) BEFORE INCOME TAXES
Alaska 495 370 473 1,806 466 466
Lower 48 1,626 1,588 1,658 6,638 2,238 2,238
Canada 347 35 322 940 337 337
Europe, Middle East and North Africa 917 976 1,069 4,043 1,341 1,341
Asia Pacific 539 528 350 1,934 375 375
Other International 3 1 (5) (2) 2 2
Corporate and Other (268) (263) (897) (1,687) (293) (293)
Consolidated 3,659 3,235 2,970 13,672 4,466 4,466

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 % 29.8 %
Lower 48 21.8 % 22.6 % 21.9 % 21.9 % 22.0 % 20.0 % 20.0 %
Canada 23.6 % 24.6 % 30.9 % 23.5 % 24.2 % 24.1 % 24.1 %
Europe, Middle East and North Africa 71.9 % 72.5 % 69.5 % 68.6 % 70.6 % 68.8 % 68.8 %
Asia Pacific 0.9 % 17.8 % 13.7 % 10.7 % 10.9 % 17.1 % 17.1 %
Other International 7.7 % 3.4 % 18.0 % 42.0 % 0.6 % 0.6 %
Corporate and Other 33.8 % 7.2 % 13.4 % 74.2 % 47.9 % 12.6 % 12.6 %
Consolidated 33.0 % 36.3 % 36.4 % 22.3 % 32.4 % 36.2 % 36.2 %
*Alaska including taxes other than income taxes 42.5 % 42.5 % 42.8 % 39.3 % 41.7 % 37.8 % 37.8 %

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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 1,326 327 327
Lower 48 1,259 1,241 1,294 5,175 1,790 1,790
Canada 261 25 246 712 256 256
Europe, Middle East and North Africa 251 298 336 1,189 419 419
Asia Pacific 444 455 313 1,724 311 311
Other International 3 1 (4) (1) 2 2
Corporate and Other (249) (228) (232) (880) (256) (256)
Consolidated 2,329 2,059 2,306 9,245 2,849 2,849
SPECIAL ITEMS
Alaska 58 58
Lower 48 (70) (4) 93 93
Canada
Europe, Middle East and North Africa
Asia Pacific 76
Other International
Corporate and Other (22) (29) (51) 19 19
Consolidated (22) (99) 21 170 170
Detailed reconciliation of these items is provided on page 5.
ADJUSTED EARNINGS
Alaska 360 267 353 1,326 269 269
Lower 48 1,259 1,241 1,364 5,179 1,697 1,697
Canada 261 25 246 712 256 256
Europe, Middle East and North Africa 251 298 336 1,189 419 419
Asia Pacific 444 455 313 1,648 311 311
Other International 3 1 (4) (1) 2 2
Corporate and Other (249) (206) (203) (829) (275) (275)
Consolidated 2,329 2,081 2,405 9,224 2,679 2,679

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 % 30.8 %
Lower 48 21.7 % 22.6 % 21.9 % 21.9 % 22.0 % 22.5 % 22.5 %
Canada 23.6 % 24.6 % 30.9 % 23.5 % 24.2 % 24.1 % 24.1 %
Europe, Middle East and North Africa 71.9 % 72.5 % 69.5 % 68.6 % 70.6 % 68.8 % 68.8 %
Asia Pacific 15.6 % 17.8 % 13.7 % 10.7 % 14.8 % 17.1 % 17.1 %
Other International 7.7 3.4 % 18.0 % 42.0 % 0.6 % 0.6 %
Corporate and Other 33.8 % 7.2 % 12.3 % 33.6 % 22.3 % 13.3 % 13.3 %
Consolidated 35.3 % 36.3 % 36.2 % 34.1 % 35.5 % 37.9 % 37.9 %

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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 and integration expenses (43) (43) (16) (16)
Impairments (47) (47)
Gain (loss) on asset sales 86 64 64
Subtotal before income taxes (90) (4) 48 48
Income tax provision (benefit) (20) (45) (45)
Total (70) (4) 93 93
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 and integration expenses (28) (471) (499) (37) (37)
Gain (loss) on interest rate hedge2 35 35 15 15
Gain (loss) on debt extinguishment (173) (173)
Subtotal before income taxes (28) (593) (621) 24 24
Income tax provision (benefit)3 (6) (564) (570) 5 5
Total (22) (29) (51) 19 19
Total Company (22) (99) 21 170 170
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 6,309
Short-term investments 1,723 1,571 507 507 926 926
Accounts and notes receivable 5,307 4,815 6,695 6,695 6,400 6,400
Inventories 1,447 1,496 1,809 1,809 1,844 1,844
Prepaid expenses and other current assets 963 881 1,029 1,029 1,427 1,427
Total Current Assets 13,734 13,984 15,647 15,647 16,906 16,906
Investments and long-term receivables 9,304 9,192 9,869 9,869 10,008 10,008
Net properties, plants and equipment 70,226 70,725 94,356 94,356 94,316 94,316
Other assets 2,730 2,798 2,908 2,908 3,024 3,024
Total Assets 95,994 96,699 122,780 122,780 124,254 124,254
Liabilities
Accounts payable 5,156 5,190 6,044 6,044 7,349 7,349
Short-term debt 1,312 1,314 1,035 1,035 608 608
Accrued income and other taxes 2,016 2,473 2,460 2,460 2,919 2,919
Employee benefit obligations 516 627 1,087 1,087 652 652
Other accruals 1,324 1,161 1,498 1,498 1,801 1,801
Total Current Liabilities 10,324 10,765 12,124 12,124 13,329 13,329
Long-term debt 17,040 16,990 23,289 23,289 23,176 23,176
Asset retirement obligations and accrued   environmental costs 7,238 7,337 8,089 8,089 8,146 8,146
Deferred income taxes 8,927 8,986 11,426 11,426 11,483 11,483
Employee benefit obligations 990 945 1,022 1,022 999 999
Other liabilities and deferred credits 1,730 1,795 2,034 2,034 1,883 1,883
Total Liabilities 46,249 46,818 57,984 57,984 59,016 59,016
Equity
Common stock issued
Par value 21 21 23 23 23 23
Capital in excess of par 61,381 61,430 77,529 77,529 77,554 77,554
Treasury stock (68,005) (69,184) (71,152) (71,152) (72,666) (72,666)
Accumulated other comprehensive income (loss) (5,961) (5,845) (6,473) (6,473) (6,394) (6,394)
Retained earnings 62,309 63,459 64,869 64,869 66,721 66,721
Total Equity 49,745 49,881 64,796 64,796 65,238 65,238
Total Liabilities and Equity 95,994 96,699 122,780 122,780 124,254 124,254

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 2,849
Depreciation, depletion and amortization 2,211 2,334 2,390 2,664 9,599 2,746 2,746
Impairments 34 46 80 1 1
Dry hole costs and leasehold impairments 19 29 (2) 46 61 61
Accretion on discounted liabilities 80 80 80 85 325 94 94
Deferred taxes 87 124 38 118 367 (71) (71)
Distributions more (less) than income from equity <br>  affiliates 308 56 181 19 564 (19) (19)
(Gain) loss on dispositions (93) 5 2 35 (51) (79) (79)
Other (66) 76 (28) 148 130 (115) (115)
Net working capital changes (112) (148) 1,041 (962) (181) 648 648
Net Cash Provided by Operating Activities 4,985 4,919 5,763 4,457 20,124 6,115 6,115
Cash Flows from Investing Activities
Capital expenditures and investments (2,916) (2,969) (2,916) (3,317) (12,118) (3,378) (3,378)
Working capital changes associated with investing <br>  activities 169 4 22 107 302 827 827
Acquisition of businesses, net of cash acquired 49 (73) (24)
Proceeds from asset dispositions 173 5 39 44 261 635 635
Net sales (purchases) of investments 405 (1,199) 195 1,014 415 (400) (400)
Other (21) 8 2 25 14 (30) (30)
Net Cash Used in Investing Activities (2,141) (4,151) (2,658) (2,200) (11,150) (2,346) (2,346)
Cash Flows from Financing Activities
Net issuance (repayment) of debt (505) (58) (44) 1,217 610 (547) (547)
Issuance of company common stock (61) 4 (9) (12) (78) (52) (52)
Repurchase of company common stock (1,325) (1,021) (1,167) (1,950) (5,463) (1,500) (1,500)
Dividends paid (924) (915) (910) (897) (3,646) (998) (998)
Other (10) (53) (68) (127) (258) (40) (40)
Net Cash Used in Financing Activities (2,825) (2,043) (2,198) (1,769) (8,835) (3,137) (3,137)
Effect of Exchange Rate Changes (73) 4 41 (105) (133) 83 83
Net Change in Cash, Cash Equivalents and Restricted Cash (54) (1,271) 948 383 6 715 715
Cash, cash equivalents and restricted cash at beginning of period 5,899 5,845 4,574 5,522 5,899 5,905 5,905
Cash, Cash Equivalents and Restricted Cash at End of Period 5,845 4,574 5,522 5,905 5,905 6,620 6,620
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 1,046
Lower 48 1,616 1,649 1,653 1,592 6,510 1,814 1,814
Canada 152 131 136 132 551 165 165
Europe, Middle East and North Africa 219 227 248 327 1,021 274 274
Asia Pacific 45 90 100 135 370 54 54
Other International
Corporate and Other 164 181 88 39 472 25 25
Total Capital Expenditures and Investments 2,916 2,969 2,916 3,317 12,118 3,378 3,378
Capitalized interest included in total capital expenditures and investments 50 58 66 74 248 80 80

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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 2,389
Crude Oil (MBD)
Consolidated operations 942 945 1,058 969 1,153 1,153
Equity affiliates 13 12 12 13 13 13
Total 955 957 1,070 982 1,166 1,166
NGL (MBD)
Consolidated operations 287 302 355 304 394 394
Equity affiliates 8 8 7 8 8 8
Total 295 310 362 312 402 402
Bitumen (MBD)
Consolidated operations 133 87 139 122 143 143
Total 133 87 139 122 143 143
Natural Gas (MMCFD)
Consolidated operations 2,123 2,149 2,486 2,200 2,840 2,840
Equity affiliates 1,247 1,232 1,188 1,233 1,230 1,230
Total 3,370 3,381 3,674 3,433 4,070 4,070
Industry Prices
Crude Oil (/BBL)
WTI 80.57 75.10 70.27 75.72 71.42 71.42
WCS 66.96 61.56 57.71 60.95 58.75 58.75
Brent dated 84.94 80.18 74.69 80.76 75.66 75.66
JCC (/BBL) 84.19 87.58 85.98 87.51 78.31 78.31
Natural Gas (/MMBTU)
Henry Hub first of month 1.89 2.15 2.79 2.27 3.65 3.65
Average Realized Prices
Total (/BOE) 56.56 54.18 52.37 54.83 53.34 53.34
Crude Oil (/BBL)
Consolidated operations 81.31 76.78 71.01 76.74 71.61 71.61
Equity affiliates 80.34 76.11 73.57 76.76 75.57 75.57
Total 81.30 76.77 71.04 76.74 71.65 71.65
NGL (/BBL)
Consolidated operations 21.84 21.16 23.31 22.43 24.86 24.86
Equity affiliates 49.83 49.91 54.63 51.53 52.34 52.34
Total 22.60 21.93 23.93 23.19 25.40 25.40
Bitumen (/BBL)
Consolidated operations 54.59 47.32 45.56 47.92 45.29 45.29
Total 54.59 47.32 45.56 47.92 45.29 45.29
Natural Gas (/MCF)
Consolidated operations 1.88 1.99 3.52 2.61 4.76 4.76
Equity affiliates 7.98 8.41 8.31 8.22 7.56 7.56
Total 4.22 4.42 5.12 4.69 5.62 5.62

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 43
Leasehold impairment 4 2 6 18 18
Total noncash expenses 29 (2) 46 61 61
Other (G&A, G&G and lease rentals) 73 70 73 309 56 56
Total exploration expenses 102 70 71 355 117 117
U.S. exploration expenses 42 22 28 158 42 42
International exploration expenses 60 48 43 197 75 75
DD&A ( Millions)
Alaska 321 309 345 1,299 355 355
Lower 48 1,557 1,640 1,813 6,442 1,904 1,904
Canada 166 147 168 639 131 131
Europe, Middle East and North Africa 175 189 217 761 219 219
Asia Pacific 107 97 111 425 119 119
Other International
Corporate and Other 8 8 10 33 18 18
Total DD&A 2,334 2,390 2,664 9,599 2,746 2,746

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

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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 76.58
Lower 48 78.72 74.73 68.74 74.17 69.47 69.47
Canada 68.90 61.99 62.49 64.47 62.41 62.41
Norway 83.96 79.75 76.44 81.09 75.80 75.80
Libya 85.44 83.48 72.92 81.08 75.45 75.45
Equatorial Guinea 60.01 60.01 59.91 59.91
Europe, Middle East and North Africa 84.62 80.88 74.57 80.92 74.60 74.60
China 82.16 77.78 73.36 78.67 74.65 74.65
Malaysia 91.70 85.13 78.95 87.06 79.69 79.69
Asia Pacific 86.47 80.84 75.64 82.42 76.64 76.64
Total consolidated operations 81.31 76.78 71.01 76.74 71.61 71.61
Equity affiliates 80.34 76.11 73.57 76.76 75.57 75.57
Total 81.30 76.77 71.04 76.74 71.65 71.65
NGL (/BBL)
Consolidated operations
Lower 48 21.57 20.64 23.09 22.02 24.84 24.84
Canada 27.01 28.11 27.97 29.59 27.96 27.96
Norway 39.60 46.08 47.56 45.50 45.58 45.58
Equatorial Guinea 1.00 1.00 1.00 1.00
Europe, Middle East and North Africa 39.60 46.08 31.53 40.29 23.76 23.76
Total consolidated operations 21.84 21.16 23.31 22.43 24.86 24.86
Equity affiliates 49.83 49.91 54.63 51.53 52.34 52.34
Total 22.60 21.93 23.93 23.19 25.40 25.40
Bitumen (/BBL)
Canada 54.59 47.32 45.56 47.92 45.29 45.29
Total 54.59 47.32 45.56 47.92 45.29 45.29
Natural Gas (/MCF)
Consolidated operations
Alaska 4.03 3.98 3.75 3.90 3.87 3.87
Lower 48 0.32 0.18 1.39 0.87 2.65 2.65
Canada 0.36 0.10 0.80 0.54 1.35 1.35
Norway 9.89 11.19 13.96 11.11 14.86 14.86
Libya 6.23 6.05 6.11 6.20 5.68 5.68
Equatorial Guinea 9.84 9.84 11.10 11.10
Europe, Middle East and North Africa 9.59 10.76 13.01 10.70 13.16 13.16
Malaysia 3.98 3.62 3.72 3.74 3.67 3.67
Asia Pacific 3.98 3.62 3.72 3.74 3.67 3.67
Total consolidated operations 1.88 1.99 3.52 2.61 4.76 4.76
Equity affiliates 7.98 8.41 8.31 8.22 7.56 7.56
Total 4.22 4.42 5.12 4.69 5.62 5.62

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) (256)
Detail of Corporate and Other Earnings (Loss), net of tax ( Millions)
Net interest expense (89) (79) (118) (379) (111) (111)
Corporate G&A expenses (78) (99) (434) (716) (110) (110)
Technology* (44) (32) (37) (137) (18) (18)
Other (38) (18) 357 352 (17) (17)
Total (249) (228) (232) (880) (256) (256)
*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) (285)
Capitalized interest* 58 66 74 248 80 80
Interest and debt expense (198) (189) (191) (783) (205) (205)
Interest income 95 105 93 394 74 74
Net Interest Expense (103) (84) (98) (389) (131) (131)
*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 23,784
Debt-to-capital ratio (%) % 27 % 27 % 27 % 27 % 27 % 27 %
Equity ( Millions) 49,745 49,881 64,796 64,796 65,238 65,238
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.

Document

Exhibit 99.3

ConocoPhillips announces Bill Bullock to retire after 39 years with the company

HOUSTON—May 8, 2025—ConocoPhillips (NYSE: COP) today announced that W.L. (Bill) Bullock, executive vice president and chief financial officer, will retire from ConocoPhillips after 39 years of distinguished service. Andy O’Brien, currently senior vice president, Strategy, Commercial, Sustainability and Technology, will succeed Bill as chief financial officer, effective June 1, 2025. Andy will also retain responsibility for Strategy, Commercial and Sustainability.

Bill began his career with Conoco in 1986 and held numerous engineering, operations, commercial, and business development roles of increasing responsibility before joining the company’s executive leadership team in 2018 and becoming chief financial officer in 2020.

“I want to thank Bill for his outstanding leadership, dedication and significant contributions over the course of his distinguished career at ConocoPhillips,” said Ryan Lance, chairman and chief executive officer. “Bill has contributed to virtually every area of our business, working in many locations across our global portfolio. I wish Bill the very best in retirement and look forward to Andy’s ongoing leadership as he assumes his new role.”

--- # # # ---

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.

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, 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 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 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.

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