CONOCOPHILLIPS - Quarter Report: 2025 June (Form 10-Q)


1			ConocoPhillips 2025 Q2 10-Q


Financial Statements			Table of Contents

PART I. Financial Information

Item 1. Financial Statements


Consolidated Income Statement			ConocoPhillips

Millions of Dollars

Three Months Ended

June 30

Six Months Ended

June 30

2025

2024

2025

2024

Revenues and Other Income

Sales and other operating revenues

Equity in earnings of affiliates

Gain (loss) on dispositions

()

Other income

Total Revenues and Other Income

Costs and Expenses

Purchased commodities

Production and operating expenses

Selling, general and administrative expenses

Exploration expenses

Depreciation, depletion and amortization

Impairments

Taxes other than income taxes

Accretion on discounted liabilities

Interest and debt expense

Foreign currency transaction (gain) loss

()

Other expenses

()

Total Costs and Expenses

Income (loss) before income taxes

Income tax provision (benefit)

Net Income (Loss)

Net Income (Loss) Per Share of Common Stock (dollars)

Basic

Diluted

Weighted-Average Common Shares Outstanding (in thousands)

Basic

Diluted

See Notes to Consolidated Financial Statements.


			ConocoPhillips 2025 Q2 10-Q			2


Financial Statements			Table of Contents


Consolidated Statement of Comprehensive Income			ConocoPhillips

Millions of Dollars

Three Months Ended

June 30

Six Months Ended

June 30

2025

2024

2025

2024

Net Income (Loss)

Other comprehensive income (loss), net of tax:

Defined benefit plans

Unrealized holding gain (loss) on securities

()

Foreign currency translation adjustments

()

Unrealized gain (loss) on hedging activities

Other Comprehensive Income (Loss), Net of Tax

()

Inventories

Prepaid expenses and other current assets

Total Current Assets

Investments and long-term receivables

Net properties, plants and equipment (net of accumulated DD&A of $ and $, respectively)

Other assets

Total Assets

Liabilities

Accounts payable

Short-term debt

Accrued income and other taxes

Employee benefit obligations

Other accruals

Total Current Liabilities

Long-term debt

Asset retirement obligations and accrued environmental costs

Deferred income taxes

Employee benefit obligations

Other liabilities and deferred credits

Total Liabilities

Equity

Common stock ( shares authorized at $ par value)

Issued (2025— shares; 2024— shares)

Par value

Capital in excess of par

Treasury stock (at cost: 2025— shares; 2024— shares)

()

Accumulated other comprehensive income (loss)

()

Retained earnings

Total Equity

Total Liabilities and Equity

See Notes to Consolidated Financial Statements.


			ConocoPhillips 2025 Q2 10-Q			4


Financial Statements			Table of Contents


Consolidated Statement of Cash Flows			ConocoPhillips


	Millions of Dollars
	Six Months Ended June 30
	2025	2024
Cash Flows From Operating Activities
Net income (loss)	$
Adjustments to reconcile net income (loss) to net cash provided by operating activities
Depreciation, depletion and amortization
Impairments
Dry hole costs and leasehold impairments
Accretion on discounted liabilities
Deferred taxes
Distributions more (less) than income from equity affiliates	()
(Gain) loss on dispositions	()	()
Other	()
Working capital adjustments
Decrease (increase) in accounts and notes receivable
Decrease (increase) in inventories	()	()
Decrease (increase) in prepaid expenses and other current assets	()	()
Increase (decrease) in accounts payable	()	()
Increase (decrease) in taxes and other accruals	()	()
Net Cash Provided by Operating Activities
Cash Flows From Investing Activities
Capital expenditures and investments	()	()
Working capital changes associated with investing activities
Acquisition of businesses, net of cash acquired
Proceeds from asset dispositions
Net sales (purchases) of investments	()	()
Other	()	()
Net Cash Used in Investing Activities	()	()
Cash Flows From Financing Activities

Millions of Dollars

Common Stock

Par

Value

Capital in

Excess of

Par

Treasury

Stock

Accum. Other

Comprehensive

Income (Loss)

Retained

Earnings

Total

For the three months ended June 30, 2024

Balances at March 31, 2024

()

Net income (loss)

Other comprehensive income (loss)

()

Dividends declared

Ordinary ($ per common share)

()

Variable return of cash ($ per common share)

()

Repurchase of company common stock

()

Excise tax on share repurchases

()

Distributed under benefit plans

Balances at June 30, 2024

()

For the six months ended June 30, 2024

Balances at December 31, 2023

()

Net income (loss)

Other comprehensive income (loss)

()

Dividends declared

Ordinary ($ per common share)

()

Variable return of cash ($ per common share)

()

Repurchase of company common stock

()

Excise tax on share repurchases

()

Distributed under benefit plans

Balances at June 30, 2024

()


11			ConocoPhillips 2025 Q2 10-Q


Notes to Consolidated Financial Statements			Table of Contents

percent ownership interest in APLNG. The following is a description of the guarantees with values calculated utilizing June 2025 exchange rates:

•During the third quarter of 2016, we issued a guarantee to facilitate the withdrawal of our pro-rata portion of the funds in a project finance reserve account. We estimate the remaining term of this guarantee to be . Our maximum exposure under this guarantee is approximately $ million and may become payable if an enforcement action is commenced by the project finance lenders against APLNG. At June 30, 2025, the carrying value of this guarantee was approximately $ million.

•In conjunction with our original purchase of an ownership interest in APLNG from Origin Energy Limited in October 2008, we agreed to reimburse Origin Energy Limited for our share of the existing contingent liability arising under guarantees of an existing obligation of APLNG to deliver natural gas under several sales agreements. The final guarantee expires in the fourth quarter of 2041. Our maximum potential liability for future payments, or cost of volume delivery, under these guarantees is estimated to be $ million ($ billion in the event of intentional or reckless breach) and would become payable if APLNG fails to meet its obligations under these agreements and the obligations cannot otherwise be mitigated. Future payments are considered unlikely, as the payments, or cost of volume delivery, would only be triggered if APLNG does not have enough natural gas to meet these sales commitments and if the co-venturers do not make necessary equity contributions into APLNG.

•We have guaranteed the performance of APLNG with regard to certain other contracts executed in connection with the project’s continued development. The guarantees have remaining terms of to years or the life of the venture. Our maximum potential amount of future payments related to these guarantees is approximately $ million and would become payable if APLNG does not perform. At June 30, 2025, the carrying value of these guarantees was approximately $ million.

QatarEnergy LNG Guarantees

We have guaranteed our portion of certain fiscal and other joint venture obligations as a shareholder in NFE4 and NFS3. These guarantees have an approximate -year term with no maximum limit. At June 30, 2025, the carrying value of these guarantees was approximately $ million.

Equatorial Guinea Guarantees

We have guaranteed payment obligations as a shareholder in both Equatorial Guinea LNG Operations, S.A., a fully owned subsidiary of Equatorial Guinea LNG Holdings Limited, and Alba Plant LLC with regard to certain agreements to process third-party gas. These guarantees have approximately remaining, and the maximum potential future payments related to these guarantees is approximately $ million. At June 30, 2025, the carrying value of these guarantees was approximately $ million.

Other Guarantees

We have other guarantees with maximum future potential payment amounts totaling approximately $ million, which consist primarily of guarantees of the residual value of leased office buildings and guarantees of the residual value of corporate aircraft. These guarantees have remaining terms of one to and would become payable if certain asset values are lower than guaranteed amounts at the end of the lease or contract term, business conditions decline at guaranteed entities or as a result of nonperformance of contractual terms by guaranteed parties. At June 30, 2025, there was no liability recognized for these guarantees.


			ConocoPhillips 2025 Q2 10-Q			12


Notes to Consolidated Financial Statements			Table of Contents

million. Those related to environmental issues have terms that are generally indefinite, and the maximum amounts of future payments are generally unlimited. Although it is reasonably possible future payments may exceed amounts recorded, due to the nature of the indemnifications, it is not possible to make a reasonable estimate of the maximum potential amount of future payments. See Note 9 for additional information about environmental liabilities.


13			ConocoPhillips 2025 Q2 10-Q


Notes to Consolidated Financial Statements			Table of Contents

million at each of June 30, 2025, and December 31, 2024. We expect to incur a substantial amount of these expenditures within the next years. In the future, we may be involved in additional environmental assessments, cleanups and proceedings.

Litigation and Other Contingencies

We are subject to various lawsuits and claims including, but not limited to, matters involving oil and gas royalty and severance tax payments, gas measurement and valuation methods, contract disputes, environmental damages, climate change, personal injury and property damage. Our primary exposures for such matters relate to alleged royalty and tax underpayments on certain federal, state and privately owned properties, claims of alleged environmental contamination and damages from historic operations and climate change. We will continue to defend ourselves vigorously in these matters.

Our legal organization applies its knowledge, experience and professional judgment to the specific characteristics of our cases, employing a litigation management process to manage and monitor the legal proceedings against us. Our process facilitates the early evaluation and quantification of potential exposures in individual cases. This process also enables us to track those cases that have been scheduled for trial and/or mediation. Based on professional judgment and experience in using these litigation management tools and available information about current developments in all our cases, our legal organization regularly assesses the adequacy of current accruals and determines if adjustment of existing accruals, or establishment of new accruals, is required.

We have contingent liabilities resulting from throughput agreements with pipeline and processing companies not associated with financing arrangements. Under these agreements, we may be required to provide any such company with additional funds through advances and penalties for fees related to throughput capacity not utilized. In addition, at June 30, 2025, we had performance obligations secured by letters of credit of $ million (issued as direct bank letters of credit) related to various purchase commitments for materials, supplies, commercial activities and services incident to the ordinary conduct of business.

In 2007, the government of Venezuela expropriated ConocoPhillips’ interests in the Petrozuata and Hamaca heavy oil ventures, as well as the offshore Corocoro development project. In response, ConocoPhillips initiated international arbitration proceedings before the ICSID. In March 2019, an ICSID tribunal unanimously ordered the government of Venezuela to pay ConocoPhillips approximately $ billion (later reduced to $ billion) plus interest for the unlawful expropriation of the projects. On January 22, 2025, an ICSID annulment committee dismissed Venezuela’s application to annul the tribunal’s decision and upheld the $ billion award plus interest in full. Separate arbitrations before the ICC resulted in additional awards against Petróleos de Venezuela, S.A. (PDVSA) and of its affiliates, including an award for approximately $ billion plus interest, for the Hamaca and Petrozuata projects, and a $ million award, for the Corocoro project, plus interest. Cumulatively, as of June 30, 2025, the company has received approximately $ million in connection with the first ICC award. Collection actions for all awards are ongoing.

ConocoPhillips has ensured that all actions related to these arbitration awards meet all appropriate U.S. regulatory requirements, including those related to any applicable sanctions imposed by the U.S. against Venezuela.

Beginning in 2017, governmental and other entities in several states/territories in the U.S. have filed lawsuits against oil and gas companies, including ConocoPhillips, seeking compensatory damages and equitable relief to abate alleged climate change impacts. Additional lawsuits with similar allegations are expected to be filed. The legal and factual issues are unprecedented; therefore, there is significant uncertainty about the scope of the claims and alleged damages and any potential impact on the company’s financial condition. ConocoPhillips believes these lawsuits are factually and legally meritless and are an inappropriate vehicle to address the challenges associated with climate change and will vigorously defend against such lawsuits.


			ConocoPhillips 2025 Q2 10-Q			14


Notes to Consolidated Financial Statements			Table of Contents

offshore platforms located near Carpinteria, California. This order was sent after the current owner of OCS Lease P-0166 relinquished the lease and abandoned the lease platforms and facilities. BSEE’s order to ConocoPhillips is premised on its connection to Phillips Petroleum Company, a legacy company of ConocoPhillips, which held a historical percent interest in this lease and operated these facilities but sold its interest approximately years ago. ConocoPhillips continues to evaluate its exposure in this matter.

In July 2021, a federal securities class action was filed against Concho Resources Inc. (Concho), certain of Concho’s officers, and ConocoPhillips as Concho’s successor in the United States District Court for the Southern District of Texas. On October 21, 2021, the court issued an order appointing Utah Retirement Systems and the Construction Laborers Pension Trust for Southern California as lead plaintiffs (Lead Plaintiffs). On January 7, 2022, the Lead Plaintiffs filed their consolidated complaint alleging that Concho made materially false and misleading statements regarding its business and operations in violation of the federal securities laws and seeking unspecified damages, attorneys’ fees, costs, equitable/injunctive relief and such other relief that may be deemed appropriate. The defendants filed a motion to dismiss the consolidated complaint on March 8, 2022. On June 23, 2023, the court denied defendants’ motion as to most defendants including Concho/ConocoPhillips. On April 7, 2025, the court certified a class. We believe the allegations in the action are without merit and are vigorously defending this litigation.

ConocoPhillips is involved in pending disputes with commercial counterparties relating to the propriety of its force majeure notices following Winter Storm Uri in 2021. We believe these claims are without merit and are vigorously defending them.


15			ConocoPhillips 2025 Q2 10-Q


Notes to Consolidated Financial Statements			Table of Contents

Other assets

Liabilities

Other accruals

Other liabilities and deferred credits

) () ()

Other comprehensive income (loss)

June 30, 2025$() () ()


			ConocoPhillips 2025 Q2 10-Q			22


Notes to Consolidated Financial Statements			Table of Contents

Income taxes

Net Sales (Purchases) of Investments

Short-term investments purchased

$()()

Short-term investments sold

Long-term investments purchased

()()

Long-term investments sold

$()()

For additional information on cash and non-cash changes to our consolidated balance sheet, See Note 3 regarding assets sold during the period.

Interest cost

Expected return on plan assets

()()()()

Amortization of prior service cost (credit)

()()

Recognized net actuarial loss (gain)

Net periodic benefit cost

$ ()()

Six Months Ended June 30

Service cost$

Interest cost

Expected return on plan assets

()()()()

Amortization of prior service cost (credit)

()()

Recognized net actuarial loss (gain)

Settlements


	Millions of Dollars
	Three Months Ended June 30		Six Months Ended June 30
	2025	2024	2025	2024
Income Statement
Operating revenues and other income	$
Purchased commodities
Operating expenses and selling, general and administrative expenses


			ConocoPhillips 2025 Q2 10-Q			24


Notes to Consolidated Financial Statements			Table of Contents

Revenue from contracts outside the scope of ASC Topic 606

Physical contracts meeting the definition of a derivative

Financial derivative contracts

()() ()

Consolidated sales and other operating revenues

Revenues from contracts outside the scope of ASC Topic 606 relate primarily to physical gas contracts at market prices, which qualify as derivatives accounted for under ASC Topic 815, “Derivatives and Hedging,” and for which we have not elected NPNS. There is no significant difference in contractual terms or the policy for recognition of revenue from these contracts and those within the scope of ASC Topic 606.

Canada

Europe, Middle East and North Africa

Physical contracts meeting the definition of a derivative


	Millions of Dollars
	Three Months Ended June 30		Six Months Ended June 30
	2025	2024	2025	2024
Revenue from Contracts Outside the Scope of ASC Topic 606 by Product
Crude oil	$
Natural gas
Other
Physical contracts meeting the definition of a derivative	$


25			ConocoPhillips 2025 Q2 10-Q


Notes to Consolidated Financial Statements			Table of Contents

million compared with $ million at December 31, 2024, and included both contracts with customers within the scope of ASC Topic 606 and those that are outside the scope of ASC Topic 606. We typically receive payment within 30 days or less (depending on the terms of the invoice) once delivery is made. Revenues that are outside the scope of ASC Topic 606 relate primarily to physical natural gas sales contracts at market prices for which we do not elect NPNS and are therefore accounted for as a derivative under ASC Topic 815. There is little distinction in the nature of the customer or credit quality of trade receivables associated with natural gas sold under contracts for which NPNS has not been elected compared with trade receivables where NPNS has been elected.

Less: Dividends and undistributed earningsallocated to participating securitiesNet Income (Loss) available to common shareholders$ Weighted-average common shares outstanding (in millions)Net Income (Loss) Per Share of Common Stock$ Diluted earnings per shareNet Income (Loss) available to common shareholders$ Weighted-average common shares outstanding (in millions)Add: Dilutive impact of options and unvestednon-participating RSU/PSUs (in millions)Weighted-average diluted shares outstanding (in millions)

Other Segment Disclosures

Total Assets Capital expenditures and investments

Other Segment Disclosures

Total Assets Capital expenditures and investments

Other Segment Disclosures

Total Assets Capital expenditures and investments

Other Segment Disclosures

Total Assets Capital expenditures and investments


			ConocoPhillips 2025 Q2 10-Q			30


Notes to Consolidated Financial Statements			Table of Contents

Canada

China

Equatorial Guinea

Libya

Malaysia

Norway

Singapore

U.K.

Other foreign countries

Worldwide consolidated

Sales and Other Operating Revenues by Product

Crude oil

Natural gas

Natural gas liquids

Other**

Consolidated sales and other operating revenues by product

*Sales and other operating revenues are attributable to countries based on the location of the selling operation.

**Includes bitumen and power.


31			ConocoPhillips 2025 Q2 10-Q


Notes to Consolidated Financial Statements			Table of Contents

percent and percent, respectively. The change in the effective tax rate for the three-month period ended June 30, 2025, is primarily due to a shift in our mix of income among taxing jurisdictions.

Our effective tax rate for the six-month periods ended June 30, 2025, and 2024, was percent and percent, respectively. The change in the effective tax rate for the six-month period ended June 30, 2025, is primarily due to a shift in our mix of income among taxing jurisdictions partly offset by a change to our valuation allowance in the current year and the recognition of a Malaysia tax benefit occurring in the prior year, both described below.

During the first quarter of 2025, our valuation allowance decreased $ million, relating to the expected utilization of previously unrecognized capital loss carryforwards due to our agreement to sell our interests in the Ursa and Europa fields, and the Ursa Oil Pipeline Company LLC to Shell Offshore Inc. and Shell Pipeline Company LP.

During the first quarter of 2024, we recorded a $ million tax benefit associated with a deepwater investment tax incentive for Malaysia Blocks J and G.

The Company has ongoing income tax audits in a number of jurisdictions. The government agents in charge of these audits regularly request additional time to complete audits, which we generally grant, and conversely occasionally close audits unpredictably. Within the next twelve months, we may have audit periods close that could significantly impact our total unrecognized tax benefits. The amount of such change is not estimable but could be significant when compared with our total unrecognized tax benefits.


			ConocoPhillips 2025 Q2 10-Q			32


Management’s Discussion and Analysis			Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s Discussion and Analysis is the company’s analysis of its financial performance and of significant trends that may affect future performance. It should be read in conjunction with the financial statements and notes. It contains forward-looking statements including, without limitation, statements relating to the company’s plans, strategies, objectives, expectations and intentions that are made pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The words “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 similar expressions identify forward-looking statements. The company does not undertake to update, revise or correct any of the forward-looking information unless required to do so under the federal securities laws. Readers are cautioned that such forward-looking statements should be read in conjunction with the company’s disclosures under the heading: “CAUTIONARY STATEMENT FOR THE PURPOSES OF THE ‘SAFE HARBOR’ PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995,” beginning on page 53.

The terms “earnings” and “loss” as used in Management’s Discussion and Analysis refer to net income (loss).

Business Environment and Executive Overview

ConocoPhillips is one of the world’s leading E&P companies based on production and reserves, with operations and activities in 14 countries. Our diverse, low cost of supply portfolio includes resource-rich unconventional plays in North America; conventional assets in North America, Europe, Africa and Asia; global LNG developments; oil sands in Canada; and an inventory of global exploration prospects. Headquartered in Houston, Texas, at June 30, 2025, we employed approximately 11,700 people worldwide and had total assets of $123 billion.

Overview

At ConocoPhillips, we anticipate that commodity prices will continue to be cyclical and volatile, and our view is that a successful business strategy in the E&P industry must be resilient in lower price environments while also retaining upside during periods of higher prices. As such, we are unhedged, remain committed to our disciplined investment framework and continually monitor market fundamentals, including the impacts associated with geopolitical tensions and conflicts, global demand for our products, oil and gas inventory levels, governmental policies, tariffs, inflation and supply chain disruptions.

In the second quarter of 2025, the price of crude oil continued to decline due to multiple macroeconomic and geopolitical forces which slowed global oil demand growth concurrent with higher oil production from OPEC Plus and other major oil producing countries. We continue to closely monitor the macroeconomic environment, including any impacts from tariffs, and the ongoing market volatility in the energy landscape and across global markets for implications to our business, results of operations and financial condition.

The global energy industry continues to evolve. We believe ConocoPhillips plays an essential role in responsibly meeting the global demand for energy, while continuing to deliver competitive returns on and of capital and working to meet our previously established emissions-reduction targets. We call this our Triple Mandate, and it represents our commitment to create long-term value for stockholders. Our value proposition to deliver competitive returns to stockholders through price cycles is guided by our foundational principles which consist of maintaining balance sheet strength, providing peer-leading distributions, making disciplined investments, and demonstrating responsible and reliable ESG performance.


33			ConocoPhillips 2025 Q2 10-Q


Management’s Discussion and Analysis			Table of Contents

In November 2024, we completed our acquisition of Marathon Oil Corporation (Marathon Oil). In the first half of 2025, we 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. These one-time benefits include $0.5 billion recognized previously upon close of the transaction related to the utilization of foreign tax credits, with the remainder consisting of net operating losses expected to be realized in future periods. In August 2025, we announced incremental cost reductions and margin enhancements of more than $1 billion anticipated on a run-rate basis by year-end 2026. See Note 3.

In conjunction with our acquisition of Marathon Oil, we communicated a disposition proceeds target of $2 billion across the portfolio. In August 2025, we announced an increase to this target for a total of $5 billion by year-end 2026. Through the second quarter of 2025, we have sold assets in the Lower 48 segment for proceeds of approximately $1.3 billion, including noncore assets in our Lower 48 segment sold in the first quarter of 2025 and the Ursa and Europa fields and Ursa Oil Pipeline Company LLC sold in the second quarter of 2025. In July 2025, we signed an agreement to divest assets in the Anadarko Basin for approximately $1.3 billion, subject to customary closing adjustments. This transaction is expected to close at the beginning of the fourth quarter of 2025. See Note 3.

In April 2025, we entered into a nine-year agreement securing regasification capacity at the Dunkerque LNG terminal in France which includes regasification services for approximately 1.5 MTPA of LNG expected to begin in 2028 that provides additional access to the European natural gas market.

Additionally, in May 2025, we entered into a 15-year LNG sales agreement for approximately 0.3 MTPA into Asia starting in 2028.

On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was signed into law in the United States. The impacts of the OBBBA are currently under review and will be reflected in our consolidated financial statements starting in the third quarter of 2025, including an expected full-year 2025 cash tax benefit of approximately $0.5 billion, primarily due to an acceleration of tax depreciation.

In August 2025, we declared a third-quarter ordinary dividend of $0.78 per share.

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

Second-quarter 2025 production resulted in $3.5 billion of cash provided by operating activities. We returned $2.2 billion to shareholders, consisting of $1.2 billion through share repurchases and $1.0 billion through our ordinary dividend. We ended the quarter with cash, cash equivalents, restricted cash and short-term investments totaling $5.7 billion and long-term investments in debt securities of $1.1 billion.

Also in the second quarter of 2025, we re-invested $3.3 billion into the business in the form of capital expenditures and investments, with over half of the expenditures related to flexible, short-cycle unconventional plays in the Lower 48 segment, where our production has access to both domestic and export markets.


			ConocoPhillips 2025 Q2 10-Q			34


Management’s Discussion and Analysis			Table of Contents

Business Environment

Commodity prices are the most significant factor impacting our profitability and related returns on and of capital to our shareholders. Dynamics that could influence world energy markets and commodity prices include, but are not limited to, global economic health, supply or demand disruptions or fears thereof caused by civil unrest, global pandemics, military conflicts, actions taken by OPEC Plus and other major oil producing countries, environmental laws, tariffs, governmental policies and weather-related disruptions. Our strategy is to create value through price cycles by delivering on the financial, operational and ESG priorities that underpin our value proposition.

Our earnings and operating cash flows generally correlate with price levels for crude oil and natural gas, which are subject to factors external to the company and over which we have no control. The following graph depicts the trend in average benchmark prices for WTI crude oil, Brent crude oil and U.S. Henry Hub natural gas:

Brent crude oil prices averaged $67.82 per barrel in the second quarter of 2025, a decrease of 20 percent compared with $84.94 per barrel in the second quarter of 2024. WTI at Cushing crude oil prices averaged $63.74 per barrel in the second quarter of 2025, a decrease of 21 percent compared with $80.57 per barrel in the second quarter of 2024. Oil prices were lower in the second quarter of 2025 due to higher global oil supplies and slower global economic and oil demand growth.

U.S. Henry Hub natural gas prices averaged $3.44 per MMBTU in the second quarter of 2025, an increase of 82 percent compared with $1.89 per MMBTU in the second quarter of 2024. U.S. Henry Hub prices improved due to stronger demand and lower inventory levels versus the same time last year. The risk of volatility in regional markers remains throughout 2025.

Our realized bitumen price averaged $39.43 per barrel in the second quarter of 2025, a decrease of 28 percent compared with $54.59 per barrel in the second quarter of 2024. The decrease in the second quarter of 2025 was driven by falling WTI prices due to concerns over a slowdown in global trade and OPEC Plus increasing production targets, partly offset by strengthened WCS differentials due to additional egress capacity at the Trans Mountain Pipeline Expansion.

For the second quarter of 2025, our total average realized price was $45.77 per BOE, a decrease of 19 percent compared with $56.56 per BOE in the second quarter of 2024.


35			ConocoPhillips 2025 Q2 10-Q


Management’s Discussion and Analysis			Table of Contents

Key Operating and Financial Summary

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

•Generated cash provided by operating activities of $3.5 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, subject to customary closing adjustments, 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.

•Delivered total company and Lower 48 production of 2,391 MBOED and 1,508 MBOED, respectively.

•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, cash equivalents, restricted cash and short-term investments of $5.7 billion and long-term investments of $1.1 billion.

Outlook

Production

Third-quarter 2025 production is expected to be 2.33 to 2.37 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.

All other guidance remains unchanged.


			ConocoPhillips 2025 Q2 10-Q			36


Results of Operations			Table of Contents

Results of Operations

Unless otherwise indicated, discussion of consolidated results for the three- and six-month periods ended June 30, 2025, is based on a comparison with the corresponding period of 2024.

Consolidated Results

Summary Operating Statistics


	Three Months Ended June 30		Six Months Ended June 30
	2025	2024	2025	2024
Average Net Production
Crude oil (MBD)
Consolidated operations	1,144	942	1,149	934
Equity affiliates	11	13	12	15
Total crude oil	1,155	955	1,161	949

Natural gas liquids (MBD)
Consolidated operations	418	287	406	279
Equity affiliates	6	8	7	8
Total natural gas liquids	424	295	413	287

Bitumen (MBD)	144	133	144	131

Natural gas (MMCFD)
Consolidated operations	2,855	2,123	2,848	2,079
Equity affiliates	1,150	1,247	1,190	1,257
Total natural gas	4,005	3,370	4,038	3,336

Total Production (MBOED)	2,391	1,945	2,391	1,923
Total Production (MMBOE)	218	177	433	350


	Dollars Per Unit
Average Sales Prices
Crude oil (per BBL)
Consolidated operations	$	64.21	81.31	67.92	80.00
Equity affiliates	65.87		80.34	71.15	78.47
Total crude oil	64.23		81.30	67.95	79.98

Natural gas liquids (per BBL)
Consolidated operations	20.51		21.84	22.60	22.57
Equity affiliates	48.93		49.83	50.72	51.00
Total natural gas liquids	20.98		22.60	23.11	23.40

Bitumen (per BBL)	39.43		54.59	42.30	49.44

Natural gas (per MCF)
Consolidated operations	2.99		1.88	3.88	2.39
Equity affiliates	6.91		7.98	7.24	8.12
Total natural gas	$	4.16	4.22	4.90	4.61


37			ConocoPhillips 2025 Q2 10-Q


Results of Operations			Table of Contents


	Millions of Dollars
	Three Months Ended June 30			Six Months Ended June 30
	2025		2024	2025	2024
Exploration Expenses
General administrative, geological and geophysical, lease rental and other	$	57	73	113	166
Leasehold impairment	18		4	36	4
Dry holes	6		25	49	44
	$	81	102	198	214

Total Company Production

We explore for, produce, transport and market crude oil, bitumen, natural gas, LNG and NGLs on a worldwide basis. In the quarter ended June 30, 2025, our operations were producing in the U.S., Australia, Canada, China, Equatorial Guinea, Libya, Malaysia, Norway and Qatar.

Total production in the second quarter of 2025 was 2,391 MBOED, an increase of 446 MBOED or 23 percent from the same period a year ago. Total production in the six-month period of 2025 was 2,391 MBOED, an increase of 468 MBOED or 24 percent from the same period a year ago. Production increases include:

•New wells online in the Lower 48, Alaska, Australia, Canada, China, Libya, Malaysia and Norway.

•Our acquisition of Marathon Oil, which closed in November 2024. See Note 3.

Production increases were partly offset by normal field decline.

After adjusting for impacts from closed acquisitions and dispositions, second-quarter 2025 production increased by 72 MBOED or three percent from the same period a year ago. After adjusting for closed acquisitions and dispositions, production in the six-month period of 2025 increased 96 MBOED or four percent from the same period a year ago.


			ConocoPhillips 2025 Q2 10-Q			38


Results of Operations			Table of Contents

Income Statement Analysis

Unless otherwise indicated, all results in Income Statement Analysis are before-tax.

Below is select financial data provided on a consolidated basis. The full Income Statement can be found in Item 1. Financial Statements.


	Millions of Dollars
	Three Months Ended June 30			Six Months Ended June 30
	2025		2024	2025	2024
Sales and other operating revenues	$	14,004	13,620	30,521	27,468



Purchased commodities	5,085		4,858	11,273	10,192
Production and operating expenses	2,572		2,164	5,078	4,179


Depreciation, depletion and amortization	2,838		2,334	5,584	4,545

Taxes other than income taxes	572		536	1,123	1,091

Three Months Ended
June 30Six Months Ended
June 302025202420252024

Select financial data by segment before-tax ($MM)

Sales and other operating revenues$471 543 895 1,017 Production and operating expenses85 92 150 171 Depreciation, depletion and amortization118 107 237 217 Taxes other than income taxes15 36 32 65

Net Income (Loss) ($MM)

$330 444 641 956

Consolidated Operations

Average Net Production

Crude oil (MBD)61 61 62 60

Natural gas (MMCFD)

54 41 59 48

Total Production (MBOED)

70 68 72 68

Total Production (MMBOE)

6 6 13 12

Average Sales Prices

Crude oil ($ per BBL)

$69.65 86.47 72.91 85.81

Natural gas ($ per MCF)

3.70 3.98 3.68 3.81

Production and sales prices exclude equity affiliates. See Summary Operating Statistics for equity affiliate totals.

The Asia Pacific segment has operations in China, Malaysia, Australia and commercial operations in China, Singapore and Japan. As of June 30, 2025, Asia Pacific contributed four percent of our consolidated liquids production and two percent of our consolidated natural gas production.

Net Income (Loss)

Asia Pacific reported earnings of $330 million and $641 million for the three- and six-month periods of 2025, respectively, compared with earnings of $444 million and $956 million in the three- and six-month periods of 2024, respectively.

Earnings in the second quarter of 2025 included lower revenues resulting from lower realized prices of $79 million. Decreases to earnings included lower earnings from equity affiliates of $69 million, primarily due to lower LNG sales prices.

Earnings in the six-month period of 2025 included lower revenues resulting from lower realized prices of $121 million, partly offset by higher volumes of $28 million. Additional decreases to earnings included lower earnings from equity affiliates of $131 million, primarily due to lower LNG sales prices, the absence of a $76 million tax benefit associated with a deepwater investment tax incentive for Malaysia blocks J and G and higher exploration expenses of $37 million driven primarily by dry hole expenses associated with certain suspended wells. See Note 6 and Note 19.

Consolidated Production

Average consolidated production increased two MBOED and four MBOED in the three- and six-month periods of 2025, respectively. Increases to production were primarily due to development activity in Bohai Bay in China and Gumusut in Malaysia.

Production increases were partly offset by normal field decline.


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Results of Operations			Table of Contents

Other International



	Three Months Ended June 30			Six Months Ended June 30
	2025		2024	2025	2024
Net Income (Loss) ($MM)	$	1	3	3	2

The Other International segment consists of activities associated with prior operations in other countries.

Corporate and Other


	Millions of Dollars
	Three Months Ended June 30			Six Months Ended June 30
	2025		2024	2025	2024
Net Income (Loss)
Net interest expense	$	(139)	(89)	(250)	(182)
Corporate G&A expenses	(147)		(78)	(257)	(183)
Technology	(22)		(44)	(40)	(68)
Other income (expense)	28		(38)	11	13
	$	(280)	(249)	(536)	(420)

Net interest expense consists of interest and debt expense, net of interest income and capitalized interest. Net interest expense was impaired in the three- and six-month periods of 2025 due to higher interest expense of $54 million and $105 million, respectively, driven by our acquisition of Marathon Oil. See Note 3.

Corporate G&A expenses include compensation programs and staff costs. Corporate G&A expenses increased $69 million and $74 million in the three- and six-month periods of 2025, primarily due to transaction and integration expenses associated with our acquisition of Marathon Oil and mark to market adjustments associated with certain compensation programs. See Note 3.

Technology includes our investments in low-carbon and other new technologies or businesses and licensing revenues. Other new technologies or businesses and licensing activities are focused on both conventional and tight oil reservoirs, shale gas, oil sands, enhanced oil recovery, as well as LNG.

Other income (expense) includes certain consolidating tax-related items, foreign currency transaction gains and losses, environmental costs associated with sites no longer in operation, other costs not directly associated with an operating segment, gains/losses on the early retirement of debt, holding gains or losses on equity securities and pension settlement expense. Other income (expense) was improved in the second quarter of 2025 primarily due to a consolidating tax adjustment of $55 million.


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Capital Resources and Liquidity			Table of Contents

Capital Resources and Liquidity

Financial Indicators


	Millions of Dollars
	June 30 2025			December 31 2024
Cash and cash equivalents	$	4,901		5,607
Short-term investments	439			507
Total debt	23,529			24,324
Total equity	65,572			64,796
Percent of total debt to capital*	26		%	27
Percent of floating-rate debt to total debt	1		%	1

*Capital includes total debt and total equity.

To meet our short-term and long-term liquidity requirements, we look to a variety of funding sources, including cash generated from operating activities, our commercial paper and credit facility programs and our ability to sell securities using our shelf registration statement. During the first six months of 2025, the primary uses of our available cash were $6.7 billion to support our ongoing capital expenditures and investments program, $2.7 billion to repurchase common stock, $2.0 billion to pay the ordinary dividend, $0.8 billion to retire debt at maturity, partly offset by proceeds from noncore asset sales of $1.3 billion.

At June 30, 2025, we had total liquidity of $10.8 billion, comprised of cash and cash equivalents of $4.9 billion, short-term investments of $0.4 billion and available borrowing capacity under our credit facility of $5.5 billion. In addition, we have $1.1 billion of long-term investments in debt securities. We believe current cash balances and cash generated by operating activities, together with access to external sources of funds as described below in the “Significant Changes in Capital” section, will be sufficient to meet our funding requirements in the near- and long-term, including our capital spending program, acquisitions, dividend payments and debt obligations.

Significant Changes in Capital

Operating Activities

Cash provided by operating activities was $9.6 billion for the first six months of 2025, compared with $9.9 billion for the corresponding period of 2024. The decrease in cash is primarily due to changes in operational working capital, driven by tax payment timing partly offset by lower accounts receivable from lower commodity prices.

Our short-term and long-term operating cash flows are highly dependent on the prices for crude oil, bitumen, natural gas, LNG and NGLs. Prices and margins in our industry have historically been volatile, driven by market conditions beyond our control. Absent other mitigating factors, as these prices and margins fluctuate, we would expect a corresponding change in our operating cash flows.

The level of absolute production volumes, as well as the product and location mix, is another significant factor impacting our cash flows. Future production is subject to numerous uncertainties, including, among others, the volatile crude oil and natural gas price environment, which may impact investment decisions; the effects of price changes on production sharing and variable-royalty contracts; acquisition and disposition of fields; field production decline rates; new technologies; operating efficiencies; timing of startups and major turnarounds; political instability; government regulations; impacts of a global pandemic; weather-related disruptions; and the addition of proved reserves through exploratory success and their timely and cost-effective development. While we actively monitor and manage these factors, changes in production levels can cause variability in cash flows, although we generally experience less variability in our cash flows due to changes in production levels than due to changes in commodity prices.

To maintain or grow our production volumes, we must continue adding to our proved reserve base. See the “Capital Expenditures and Investments” section.


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Capital Resources and Liquidity			Table of Contents

Investing Activities

For the first six months of 2025, we invested $6.7 billion in capital expenditures and investments. Our 2025 operating plan capital expenditures are currently expected to be $12.3 billion to $12.6 billion. Our 2024 capital expenditures and investments were $12.1 billion. See the “Capital Expenditures and Investments” section.

In the first six months of 2025, net cash used in investing activities was impacted by an increase in working capital changes associated with investing activities of $551 million, due to timing of invoice payments.

Proceeds from asset sales were $1.3 billion in the first six months of 2025 primarily from the sale of assets in our Lower 48 segment. In the second quarter of 2025, we closed our disposition of the Ursa and Europa fields, and Ursa Oil Pipeline Company for $0.7 billion. See Note 3.

In July 2025, we signed an agreement to divest Lower 48 assets in the Anadarko Basin for approximately $1.3 billion, subject to customary closing adjustments. This transaction is expected to close at the beginning of the fourth quarter of 2025. See Note 3.

We invest in short-term and long-term investments as part of our cash investment strategy, the primary objective of which is to protect principal, maintain liquidity, and provide yield and total returns. These investments include time deposits, commercial paper, as well as debt securities classified as available for sale. Short-term funds needed to support our operating plan and provide resiliency to react to short-term price volatility are invested in highly liquid instruments with maturities of less than one year. Funds we consider available to maintain resiliency in longer-term price downturns and to capture opportunities outside a given operating plan may be invested in instruments with maturities of greater than one year. See Note 10.

Investing activities in the first six months of 2025 included net purchases of $8 million of investments. We had net sales of $333 million of short-term investments and net purchases of $341 million of long-term investments. See Note 13.

Financing Activities

In February 2025, we refinanced our revolving credit facility maintaining a total aggregate principal amount of $5.5 billion and extended the expiration to February 2030. The credit facility may be used for direct bank borrowings, the issuance of letters of credit totaling up to $500 million or as support for our commercial paper program. With no commercial paper outstanding and no direct borrowings or letters of credit, we had access to $5.5 billion in available borrowing capacity under our revolving credit facility at June 30, 2025.

Our debt balance at June 30, 2025, was $23.5 billion compared with $24.3 billion at December 31, 2024. The current portion of debt, including future payments for finance leases, is $0.4 billion at June 30, 2025. In May 2025, the company retired $0.2 billion principal amount of our 3.35% Notes at maturity. In the first quarter of 2025, the company retired $0.5 billion principal amount of debt at maturity, consisting of $0.4 billion of our 2.4% Notes and $0.1 billion of our 8.2% Debentures. Debt payments are expected to be made using current cash balances and cash provided by operating activities.

The current long-term debt credit ratings are:

•Fitch: “A” with a “stable” outlook

•S&P: “A-” with a “stable” outlook

•Moody's: "A2" with a "stable" outlook

See Note 5 for additional information on debt and the revolving credit facility.

Certain of our project-related contracts, commercial contracts and derivative instruments contain provisions requiring us to post collateral. Many of these contracts and instruments permit us to post either cash or letters of credit as collateral. At June 30, 2025, and December 31, 2024, we had direct bank letters of credit of $237 million and $278 million, respectively, which secured performance obligations related to various purchase commitments incident to the ordinary conduct of business. In the event of a credit rating downgrade, we may be required to post additional letters of credit.

Shelf Registration

We have a universal shelf registration statement on file with the SEC under which we have the ability to issue and sell an indeterminate number of various types of debt and equity securities.


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Capital Resources and Liquidity			Table of Contents

Capital Requirements

For information about our capital expenditures and investments, see the “Capital Expenditures and Investments” section.

We believe in delivering value to our shareholders through our return of capital framework. The framework is structured to deliver a compelling, growing ordinary dividend and through-cycle share repurchases. We anticipate returning greater than 30 percent of cash from operating activities through cycles.

In the first six months of 2025, we paid ordinary dividends of $1.56 per share and in the first six months of 2024, we paid ordinary dividends of $1.16 per share and VROC payments of $0.40 per share.

In August 2025, we declared an ordinary dividend of $0.78 per share, payable September 2, 2025, to shareholders of record at the close of business on August 18, 2025.

In late 2016, we initiated our current share repurchase program. In October 2024, our Board of Directors approved an increase from our prior authorization of $45 billion by a total of the lesser of $20 billion or the number of shares issued in our acquisition of Marathon Oil, such that the company is not to exceed $65 billion in aggregate purchases. Share repurchases are made at management’s discretion, at prevailing prices, subject to market conditions and other factors. As of June 30, 2025, share repurchases since the inception of our current program totaled 461.3 million shares and $37.0 billion. In the six months ended June 30, 2025, we repurchased 28.7 million shares for a cost of $2.7 billion.

See Part I—Item 1A—Risk Factors – “Our ability to execute our capital return program is subject to certain considerations” in our 2024 Annual Report on Form 10-K.

Capital Expenditures and Investments


	Millions of Dollars
	Six Months Ended June 30
	2025		2024
Alaska	$	2,032	1,411
Lower 48	3,518		3,265
Canada	309		283
Europe, Middle East and North Africa	630		446
Asia Pacific	118		135
Net Income (Loss)	4,820

*Includes approximately $4.7 billion of purchased commodities expense for transactions with Non-Obligated Subsidiaries.

Summarized Balance Sheet Data


	Millions of Dollars
	June 30 2025		December 31 2024
Current Assets	$	5,396	6,077
Amounts due from Non-Obligated Subsidiaries, current	492		319
Noncurrent Assets	128,456		120,845
Amounts due from Non-Obligated Subsidiaries, noncurrent	12,348		11,719
Current Liabilities	4,264		4,504
Amounts due to Non-Obligated Subsidiaries, current	980		935
Noncurrent Liabilities	70,482		64,088
Amounts due to Non-Obligated Subsidiaries, noncurrent	48,191		41,826

Contingencies

We are subject to legal proceedings, claims and liabilities that arise in the ordinary course of business. We accrue for losses associated with legal claims when such losses are considered probable and the amounts can be reasonably estimated. See Note 9.

For more discussion of the below topics, please see the "Contingencies" section in Management's Discussion and Analysis of Financial Condition and Results of Operations of our 2024 Annual Report on Form 10-K.


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Capital Resources and Liquidity			Table of Contents

Legal and Tax Matters

We are subject to various lawsuits and claims, including, but not limited to, matters involving oil and gas royalty and severance tax payments, gas measurement and valuation methods, contract disputes, environmental damages, climate change, personal injury and property damage. Our primary exposures for such matters relate to alleged royalty and tax underpayments on certain federal, state and privately owned properties, claims of alleged environmental contamination and damages from historic operations and climate change. We will continue to defend ourselves vigorously in these matters.

Environmental

We are subject to the same numerous international, federal, state and local environmental laws and regulations as other companies in our industry. We occasionally receive requests for information or notices of potential liability from the U.S. EPA and state environmental agencies alleging that we are a potentially responsible party under the CERCLA or an equivalent state statute. On occasion, we also have been made a party to cost recovery litigation by those agencies or by private parties. These requests, notices and lawsuits assert potential liability for remediation costs at various sites that typically are not owned by us, but allegedly contain waste attributable to our past operations. As of June 30, 2025, there were 16 sites around the U.S. in which we were identified as a potentially responsible party under CERCLA and comparable state laws. For remediation activities in the U.S. and Canada, our consolidated balance sheet included total accrued environmental costs of $206 million at each of June 30, 2025 and December 31, 2024. We expect to incur a substantial amount of these expenditures within the next 30 years.

Notwithstanding any of the foregoing, and as with other companies engaged in similar businesses, environmental costs and liabilities are inherent concerns in our operations and products, and there can be no assurance that material costs and liabilities will not be incurred. However, we currently do not expect any material adverse effect upon our results of operations or financial position as a result of compliance with current environmental laws and regulations.

Climate Change

Continuing political and social attention to the issue of global climate change has resulted in a broad range of proposed or promulgated state, national and international laws focusing on GHG emissions reduction. These laws apply or could apply in countries where we have interests or may have interests in the future. Laws in this field continue to evolve and while it is not possible to accurately estimate either a timetable for implementation or our future compliance costs relating to implementation, such laws, if enacted, could have a material impact on our results of operations and financial condition.

Company Response to Climate-Related Risks

The objective of our Climate Risk Strategy is to manage climate-related risk, optimize opportunities and equip the company to respond to changes in key uncertainties, including government policies around the world, emissions reduction technologies, alternative energy technologies and changes in consumer trends. The strategy guides our choices around portfolio composition, emissions reductions, targets, incentives, emissions-related technology development, and our climate-related policy and finance sector engagement.

Our Climate Risk Strategy is intended to enable us to responsibly meet the global demand for energy, deliver competitive returns on and of capital and work to meet our previously established operational emissions-reduction targets. First, meeting global energy demand requires a focus on delivering production that will best compete in any energy demand scenario. This production will be delivered from resources with a competitive cost of supply and low GHG intensity, as well as portfolio diversity by market and asset type. Next, our focus is on delivering superior returns through the cycles based on our foundational principles of balance sheet strength, peer-leading distributions and disciplined investments. Finally, to drive accountability for the emissions that are within our ownership, we are progressing toward our Scope 1 and Scope 2 emissions intensity targets.


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			Table of Contents

Cautionary Statement for the Purposes of the “Safe Harbor” Provisions of the Private Securities Litigation Reform Act of 1995

This report includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements other than statements of historical fact included or incorporated by reference in this report, 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, 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 are forward-looking statements. Examples of forward-looking statements contained in this report include our expected production growth and outlook on the business environment generally, our expected capital budget and capital expenditures and discussions concerning development or replacement of reserves and future dividends. You can often identify our forward-looking statements by the words “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 similar expressions.

We based our forward-looking statements on our current expectations, estimates and projections about ourselves and the industries in which we operate in general. We caution you these statements are not guarantees of future performance as they involve assumptions that, while made in good faith, may prove to be incorrect or inaccurate, and involve risks and uncertainties we cannot predict. Accordingly, our actual outcomes and results may differ materially from what we have expressed or forecast in the forward-looking statements. Any differences could result from a variety of factors and uncertainties, including, but 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.


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			Table of Contents

•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.

•The factors generally described in Part I—Item 1A in our 2024 Annual Report on Form 10-K and any additional risks described in our other filings with the SEC.


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			Table of Contents

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Information about market risks for the six months ended June 30, 2025, does not differ materially from that discussed under Item 7A in our 2024 Annual Report on Form 10-K.

Item 4. Controls and Procedures

We maintain disclosure controls and procedures designed to ensure information required to be disclosed in reports we file or submit under the Securities Exchange Act of 1934, as amended (the Act), is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to management, including our principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure. At June 30, 2025, with the participation of our management, our Chairman and Chief Executive Officer (principal executive officer) and our Executive Vice President and Chief Financial Officer (principal financial officer) carried out an evaluation, pursuant to Rule 13a-15(b) of the Act, of ConocoPhillips’ disclosure controls and procedures (as defined in Rule 13a-15(e) of the Act). Based upon that evaluation, our Chairman and Chief Executive Officer and our Executive Vice President and Chief Financial Officer concluded our disclosure controls and procedures were operating effectively at June 30, 2025.

In the first quarter of 2025, we completed the final phase of a multi-year implementation of an updated global enterprise resource planning system (ERP). As a result, we made corresponding changes to our business processes and information systems, updating applicable internal controls over financial reporting where necessary.

Our assessment of, and conclusion on, the effectiveness of internal control over financial reporting as of December 31, 2024, did not include the internal controls of Marathon Oil Corporation, acquired in 2024. In the fourth quarter of 2024, we began integrating Marathon Oil into our operations and internal control processes. As the integration progresses, we may modify or change certain processes and procedures which may result in changes to our internal controls over financial reporting.

There have been no other changes in our internal control over financial reporting, as defined in Rule 13a-15(f) of the Act, in the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. Other Information

Item 1. Legal Proceedings

ConocoPhillips has elected to use a $1 million threshold for disclosing certain proceedings arising under federal, state or local environmental laws when a governmental authority is a party. ConocoPhillips believes proceedings under this threshold are not material to ConocoPhillips' business and financial condition. Applying this threshold, there are no such proceedings to disclose for the quarter ended June 30, 2025. See Note 9 for information regarding other legal and administrative proceedings.

Item 1A. Risk Factors

There have been no material changes from the risk factors disclosed in Item 1A of our 2024 Annual Report on Form 10-K.


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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities


					Millions of Dollars
Period	Total Number of Shares Purchased*	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs
April 1 - 30, 2025	5,478,967	$	89.76	5,478,967	$	28,736
May 1 - 31, 2025	4,466,523	89.15		4,466,523	28,338
June 1 - 30, 2025	3,663,162	90.63		3,663,162	28,006
	13,608,652			13,608,652

*There were no repurchases of common stock from company employees in connection with the company's broad-based employee incentive plans.

In late 2016, we initiated our current share repurchase program. As of June 30, 2025, we had repurchased $37.0 billion of shares since 2016. In October 2024, our Board of Directors approved an increase from our previous authorization of $45 billion by a total of the lesser of $20 billion or the number of shares issued in our acquisition of Marathon Oil, such that the company is not to exceed $65 billion in aggregate repurchases. Repurchases are made at management’s discretion, at prevailing prices, subject to market conditions and other factors. Except as limited by applicable legal requirements, repurchases may be increased, decreased or discontinued at any time without prior notice. Shares of stock repurchased under the plan are held as treasury shares. See Part I—Item 1A—Risk Factors – “Our ability to execute our capital return program is subject to certain considerations” in our 2024 Annual Report on Form 10-K.

Item 5. Other Information

Insider Trading Arrangements

During the three-month period ended June 30, 2025, no officer or director of the company or any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement.


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Item 6. Exhibits


10.1*			Form of 202 5 Cash Retention Award Terms and Conditions, granted under the 2023 Omnibus Stock and Performance Incentive Plan of ConocoPhillips.

10.2*			Form of 2025 Retention Award Terms and Conditions, granted under the 2023 Omnibus Stock and Performance Incentive Plan of ConocoPhillips.

22*			Subsidiary Guarantors of Guaranteed Securities .

31.1*			Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

31.2*			Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

32**			Certifications pursuant to 18 U.S.C. Section 1350.

101.INS*			Inline XBRL Instance Document.

101.SCH*			Inline XBRL Schema Document.

101.CAL*			Inline XBRL Calculation Linkbase Document.

101.LAB*			Inline XBRL Labels Linkbase Document.

101.PRE*			Inline XBRL Presentation Linkbase Document.

101.DEF*			Inline XBRL Definition Linkbase Document.

104*			Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Filed herewith.

**Furnished herewith.


57			ConocoPhillips 2025 Q2 10-Q


			Table of Contents

Signature

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 thereunto duly authorized.


			CONOCOPHILLIPS

			/s/ Kontessa S. Haynes-Welsh
			Kontessa S. Haynes-Welsh
			Vice President and Controller

August 7, 2025


			ConocoPhillips 2025 Q2 10-Q			58

CONOCOPHILLIPS - Quarter Report: 2025 June (Form 10-Q)

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