What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-02-18 compared with 2024-02-15 · 590 added, 649 removed, 2516 unchanged (33% of the section changed)

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Reports of Independent Registered Public Accounting Firm (PCAOB ID # 42 )

Financial Statements

Consolidated Income Statement for the years ended December 31, 2024 , 2023 and 2022

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Notes to Consolidated Financial Statements

Note 1 —Accounting Policies

Note 2 —Inventories

Note 3 —Acquisitions and Dispositions

Note 4 —Investments, Loans and Long-Term Receivables

Note 5 —Investment in Cenovus Energy

Note 6 —Suspended Wells and Exploration Expenses

Note 7 —Asset Retirement Obligations and Accrued Environmental Costs

Note 9 —Guarantees

Note 10 —Contingencies and Commitments

Note 11 —Derivatives and Financial Instruments

Note 12 —Fair Value Measurement

Note 13 —Equity

Note 14 —Non-Mineral Leases

Note 15 —Employee Benefit Plans

Note 16 —Income Taxes

Note 17 —Accumulated Other Comprehensive Income (Loss)

Note 18 —Cash Flow Information

Note 19 —Other Financial Information

Note 20 —Related Party Transactions

Note 21 —Sales and Other Operating Revenues

Note 22 —Earnings Per Share

Note 23 —Segment Disclosures and Related Information

Note 24 —New Accounting Standards

Supplementary Information

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In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework (2013).

Our assessment of, and conclusion on, the effectiveness of internal control over financial reporting did not include the internal controls of Marathon Oil Corporation, acquired in 2024, which is included in our consolidated financial statements and represented approximately 22% of our total assets as of December 31, 2024, approximately 1% of our revenues and other income and less than 1% of our net income for the year ended December 31, 2024.

Based on our assessment, we believe the company’s internal control over financial reporting was effective as of December 31, 2024.

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Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of ConocoPhillips (the Company) as of December 31, 2023 and 2022, the related consolidated income statement, statements of comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”).

We have audited the accompanying consolidated balance sheets of ConocoPhillips (the Company) as of December 31, 2024 and 2023, the related consolidated income statement, consolidated statements of comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S.

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the Audit and Finance Committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosure to which it relates.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the Audit and Finance Committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

ConocoPhillips 2024 10-K

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Significant judgment is required by the Company’s internal reservoir engineers in evaluating the data used to estimate proved oil and gas reserves.

Estimating proved oil and gas reserves also requires the selection of inputs, including historical production, oil and gas price assumptions and future operating and capital costs assumptions, among others.

Estimating proved oil and gas reserves also requires the selection of inputs, including historical production, oil and gas price assumptions and future operating costs assumptions, among others.

Auditing the Company’s DD&A calculation is complex because of the use of the work of the internal reservoir engineers and the evaluation of management’s determination of the inputs described above used by the internal reservoir engineers in estimating proved oil and gas reserves.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company’s internal controls over its processes to calculate DD&A, including management’s controls over the completeness and accuracy of the financial data provided to the internal reservoir engineers for use in estimating proved oil and gas reserves.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company’s internal controls over its processes to calculate DD&A, including management’s controls over the completeness and accuracy of significant data provided to the internal reservoir engineers for use in estimating proved oil and gas reserves.

Our audit procedures included, among others, evaluating the professional qualifications and objectivity of the Company’s internal reservoir engineers primarily responsible for overseeing the preparation of the proved oil and gas reserves estimates.

In addition, in assessing whether we can use the work of the internal reservoir engineers, we evaluated the completeness and accuracy of the financial data and inputs described above used by the internal reservoir engineers in estimating proved oil and gas reserves by agreeing them to source documentation and we identified and evaluated corroborative and contrary evidence.

In addition, in assessing whether we can use the work of the internal reservoir engineers, we evaluated the completeness and accuracy of the significant data and inputs described above used by the internal reservoir engineers in estimating proved oil and gas reserves by agreeing them to source documentation and we identified and evaluated corroborative and contrary evidence.

We also tested the accuracy of the DD&A calculation, including comparing the proved oil and gas reserves amounts used in the calculation to the Company’s reserve report.

We have served as the Company's auditor since 1949.

ConocoPhillips 2024 10-K

Valuation and recognition of proved and unproved oil and gas properties acquired in a business combination

Description of the Matter During 2024, the Company closed its acquisition of Marathon Oil Corporation resulting in the recognition of a provisional fair value of proved and unproved oil and gas properties within net properties, plants and equipment of $13.2 billion and $10.8 billion, respectively.

As described in Note 3, the transaction was accounted for as a business combination using the acquisition method, which requires assets acquired and liabilities assumed to be measured at their acquisition date fair values.

As also described in Note 3, the Company has not finalized its allocation of fair value to unproved properties.

Oil and gas properties were valued by specialists using a discounted cash flow approach based on market participant assumptions.

Significant inputs to the valuation of proved and unproved oil and gas properties include estimates of future commodity prices and production, future operating costs and discount rates using a market-based weighted average cost of capital.

Auditing the Company's accounting for its provisional valuation of proved and unproved oil and gas properties within the Lower 48 segment is complex and judgmental due to the significant estimation required by management of reserves associated with the acquired assets and the sensitivity of significant assumptions used in determining the fair value.

In evaluating the reasonableness of management’s estimates and assumptions used, the audit testing procedures performed required a high degree of auditor judgment and additional effort, including involving internal valuation specialists.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company’s internal controls over its process to estimate the provisional fair value of the acquired proved and unproved oil and gas properties, including management’s review of the significant assumptions used as inputs to the fair value calculations and recording of the provisional valuation.

To test the provisional fair value of the acquired proved and unproved oil and gas properties, our audit procedures included, among others, evaluating the significant assumptions used and testing the completeness and accuracy of the underlying data supporting the significant assumptions.

For example, we compared certain significant assumptions to current industry and third-party data and historical results for reasonableness.

We also performed sensitivity analyses of significant assumptions, to evaluate the extent of their impact to the provisional fair value calculation.

In addition, we involved internal valuation specialists to assist with certain significant assumptions included in the provisional fair value estimate.

Furthermore, we evaluated the professional qualifications and objectivity of the Company’s internal reservoir engineers primarily responsible for overseeing the oil and gas reserves estimates and the valuation specialists used by the Company to prepare the provisional fair value of the acquired proved and unproved oil and gas properties.

In addition, in assessing whether we can use the work of the internal reservoir engineers, we evaluated the completeness and accuracy of the significant data and inputs used by the internal reservoir engineers in estimating oil and gas reserves by agreeing them to source documentation, as applicable, and we identified and evaluated corroborative and contrary evidence.

As noted above, the Company has not finalized its allocation of fair value to unproved properties

/s/ Ernst & Young LLP

We have served as the Company's auditor since 1949.

Houston, Texas

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In our opinion, ConocoPhillips (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated income statement, statements of comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and our report dated February 15, 2024 expressed an unqualified opinion thereon.

As indicated under the heading “Assessment of Internal Control Over Financial Reporting” in the accompanying “Reports of Management”, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Marathon Oil Corporation, which is included in the 2024 consolidated financial statements of the Company and constituted approximately 22% of consolidated total assets as of December 31, 2024, approximately 1% of revenues and other income and less than 1% of net income for the year ended December 31, 2024.

Our audit of internal control over financial reporting of ConocoPhillips also did not include an evaluation of the internal control over financial reporting of Marathon Oil Corporation.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated income statement, consolidated statements of comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and our report dated February 18, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

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We believe that our audit provides a reasonable basis for our opinion.

ConocoPhillips 2024 10-K

Definition and Limitations of Internal Control Over Financial Reporting

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( 3,908 ) ( 3,908 )

Acquisition of Concho 3 13,122 13,125

Repurchase of company common stock ( 9,270 ) ( 9,270 )

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Repurchase of company common stock ( 5,400 ) ( 5,400 )

Excise tax on share repurchases ( 50 ) ( 50 )

Distributed under benefit plans 161 161

Other ( 1 ) 2 1

Balances at December 31, 2023

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( 704 ) ( 704 )

Acquisition of Marathon Oil 2 16,037 16,039

Repurchase of company common stock ( 5,463 ) ( 5,463 )

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Distributed under benefit plans 189 189

Other ( 1 ) 2 1

Balances at December 31, 2024

$ 23 77,529 ( 71,152 ) ( 6,473 ) 64,869 64,796

See Notes to Consolidated Financial Statements.

ConocoPhillips 2024 10-K

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Gains and losses from derivatives not accounted for as hedges are recognized immediately in earnings.

We do not apply hedge accounting to our derivative instruments.

We do not apply hedge accounting to our commodity derivative instruments.

• Oil and Gas Exploration and Development —Oil and gas exploration and development costs are accounted for using the successful efforts method of accounting.

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Development Costs —Costs incurred to drill and equip development wells, including unsuccessful development wells, are capitalized.

Depletion and Amortization —Leasehold costs of producing properties are depleted using the unit-of-production method based on estimated proved oil and gas reserves.

Depletion and Amortization —Leasehold costs of producing properties are depleted using the unit-of-production method based on estimated proved developed and proved undeveloped oil and gas reserves.

Amortization of development costs is based on the unit-of-production method using estimated proved developed oil and gas reserves.

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Under the two-class method, all earnings (distributed and undistributed) are allocated to common stock (including fully vested stock and unit awards that have not yet been issued as common stock) and participating securities.

ConocoPhillips grants RSUs under its share-based compensation programs, the majority of which entitle recipients to receive nonforfeitable dividends during the vesting period on a basis equivalent to dividends paid to holders of the Company’s common stock.

ConocoPhillips grants Restricted Stock Units (RSUs) under its share-based compensation programs, the majority of which entitle recipients to receive non-forfeitable dividends during the vesting period on a basis equivalent to dividends paid to holders of the company’s common stock.

See Note 15 .

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Diluted EPS is calculated under both the two-class and treasury stock methods, and the more dilutive amount is reported.

Diluted net loss per share does not assume conversion or exercise of securities that would have an antidilutive effect.

Diluted net loss per share does not assume conversion or exelrcise of securities that would have an antidilutive effect.

Treasury stock is excluded from the daily weighted-average number of common shares outstanding in both calculations.

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All gains or losses on asset dispositions are reported before-tax and are included net in the “ Gain (loss) on dispositions ” line on our consolidated income statement.

All cash proceeds and payments are included in the “Cash Flows From Investing Activities” section of our consolidated statement of cash flows.

Cash proceeds and payments are included in the “Cash Flows From Investing Activities” section of our consolidated statement of cash flows except for cash payments associated with a contingent consideration arrangement that are included in the "Cash Flows From Financing Activities" section.

Acquisition of Marathon Oil Corporation (Marathon Oil)

In November 2024, we completed our acquisition of Marathon Oil, an independent oil and gas exploration and production company with operations across the Lower 48 and in Equatorial Guinea.

At close, the transaction was valued at $ 16.5 billion, which primarily represented 0.255 shares of ConocoPhillips common stock exchanged for each outstanding share of Marathon Oil common stock.

Total Fair Value Millions of Dollars

Value of ConocoPhillips common stock issued* 15,972

Cash transferred at close** 451

Value attributable to Marathon Oil share-based awards 67

Other liabilities incurred*** 17

Total Fair Value (Millions) $ 16,507

*Represents the fair value of approximately 143 million shares of ConocoPhillips common stock issued to Marathon Oil stockholders.

The fair value is based on the number of eligible shares of Marathon Oil common stock at a 0.255 exchange ratio and ConocoPhillips' average stock price on November 22, 2024, which was $ 111.93 .

**Cash transferred at close primarily represents funds contributed to Marathon Oil for repayment of Marathon Oil's estimated commercial paper liabilities as of the closing date.

***Liabilities incurred are related to cash settled share-based awards and payment of cash in lieu of fractional Marathon Oil shares outstanding.

These liabilities were settled prior to the end of 2024.

The transaction was accounted for as a business combination under FASB Topic ASC 805 using the acquisition method, which requires assets acquired and liabilities assumed to be measured at their acquisition date fair values.

Fair value measurements were made for acquired assets and liabilities, and adjustments to those measurements may be made in subsequent periods, up to one year from the acquisition date, as we identify new information about facts and circumstances that existed as of the acquisition date to consider.

At December 31, 2024, remaining items to finalize include allocation of fair value to unproved properties.

The impact of finalizing the fair value allocation is not expected to have a material impact to our consolidated financial statements.

ConocoPhillips 2024 10-K

Notes to Consolidated Financial Statements Table of Contents

Oil and gas properties were valued using a discounted cash flow approach incorporating market participant and internally generated price assumptions;

production profiles;

and operating and development cost assumptions.

Debt assumed in the acquisition was valued based on observable market prices.

The fair values of accounts receivable, accounts payable, and most other current assets and current liabilities were determined to be equivalent to the carrying value due to their short-term nature.

The acquisition, valued at $ 16.5 billion, was allocated to the identifiable assets and liabilities based on their estimated fair values as of the acquisition date of November 22, 2024.

Assets Acquired Millions of Dollars

Cash and cash equivalents $ 385

Accounts receivable, net 969

Inventories 360

Investments and long-term receivables 550

Net properties, plants and equipment 24,178

Other assets 201

Total assets acquired $ 26,643

Liabilities Assumed

Accounts payable $ 1,180

Accrued income and other taxes 200

Employee benefit obligations 187

Long-term debt 4,719

Asset retirement obligations 781

Deferred income taxes 2,486

Other liabilities 583

Total liabilities assumed $ 10,136

Net assets acquired $ 16,507

With the completion of the transaction, we acquired proved properties of approximately $ 13.2 billion, with $ 12.1 billion in Lower 48 and $ 1.1 billion in Equatorial Guinea, and unproved properties of $ 10.8 billion in Lower 48.

We recognized approximately $ 545 million of transaction-related costs, the majority of which were expensed in the fourth quarter of 2024.

These non-recurring costs related primarily to employee severance and related benefits, fees paid to advisors and the settlement of share-based awards for certain Marathon Oil employees based on the terms of the Merger Agreement.

These transaction-related costs included $ 328 million of employee severance expense.

See Note 15 .

For the year ended December 31, 2024, "Total Revenues and Other Income" and "Net Income (Loss)" associated with the acquired assets were $ 677 million and income of $ 66 million, respectively.

Alaska Acquisition

In the fourth quarter of 2024, after exercising our preferential rights, we completed an acquisition that increased our working interest by approximately 5 percent in the Kuparuk River Unit and approximately 0.4 percent in the Prudhoe Bay Unit from Chevron U.S.A.

and Union Oil Company of California for $ 296 million, before customary adjustments.

The transaction was accounted for as an asset acquisition, with the consideration allocated primarily to PP&E.

Assets Held For Sale

In December 2024, we entered into an agreement to sell our interests in certain noncore assets in the Lower 48 segment for $ 235 million, before customary adjustments.

These assets have a net carrying value of approximately $ 235 million, which consists primarily of $ 251 million of PP&E and $ 16 million of liabilities, primarily noncurrent AROs.

These assets met held for sale criteria in the fourth quarter of 2024, and as of December 31, 2024, we reclassified the PP&E to “Prepaid expenses and other current assets” and the noncurrent liabilities to “Other accruals” on our consolidated balance sheet.

This transaction is anticipated to close in the first quarter of 2025.

ConocoPhillips 2024 10-K

Notes to Consolidated Financial Statements Table of Contents

Planned Dispositions

In January 2025, we entered into an agreement to sell our interests in certain noncore assets in the Lower 48 segment for approximately $ 400 million, before customary adjustments.

This transaction is expected to close in the first half of 2025.

Surmont Acquisition

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Following the acquisition, we own 100 percent working interest in Surmont.

The fair value of total consideration for the all-cash transaction was $ 3.0 billion (CAD $ 4.1 billion):

The final consideration for the all-cash transaction was $ 3.0 billion (CAD $ 4.1 billion) after customary adjustments:

Fair value of consideration Millions of Dollars

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Total consideration $ 2,955

The contingent payment arrangement requires additional consideration to be paid to TotalEnergies EP Canada Ltd.

The contingent consideration arrangement requires additional consideration to be paid to TotalEnergies EP Canada Ltd.

up to $ 0.4 billion CAD over a five-year term.

The contingent payments represent $ 2 million for every dollar that WCS pricing exceeds $ 52 per barrel during the month, subject to certain production targets being achieved.

The range of the undiscounted amounts we could pay under this arrangement is between $ 0 and $ 0.3 billion.

The undiscounted amounts we could pay under this arrangement was up to $ 0.3 billion USD at closing.

The fair value of the contingent consideration on the acquisition date was $ 320 million and estimated by applying the income approach.

For the year ended December 31, 2024, we have made payments of $ 158 million USD under this arrangement, reflected in the "Other" line within the Financing Activities section of our Consolidated Statement of Cash Flows.

See Note 12 .

The transaction is accounted for as a business combination under FASB Topic ASC 805 using the acquisition method, which requires assets acquired and liabilities assumed to be measured at their acquisition date fair values.

Fair value measurements were made for acquired assets and liabilities, and adjustments to those measurements may be made in subsequent periods, up to one year from the acquisition date as we identify new information about facts and circumstances that existed as of the acquisition date to consider.

Oil and gas properties were valued using a discounted cash flow approach incorporating market participants and internally generated price assumptions, production profiles and operating and development cost assumptions.

By the end of the first quarter of 2024, we finalized the allocation of the purchase price to specific assets and liabilities.

It was based on the fair value of the final consideration and the conclusion of the fair value determination of long-lived assets and all other assets acquired and liabilities assumed.

Oil and gas properties were valued using a discounted cash flow approach incorporating market participant and internally generated price assumptions, production profiles and operating and development cost assumptions.

The fair values of other assets acquired and liabilities assumed, which included accounts receivable, accounts payable, and most other current assets and current liabilities, were determined to be equivalent to the carrying value due to their short-term nature.

The total consideration of $ 3.0 billion was allocated to the identifiable assets and liabilities based on their fair values as of the acquisition date, October 4, 2023.

ConocoPhillips 2023 10-K

Notes to Consolidated Financial Statements Table of Contents

The total consideration of $ 3.0 billion was allocated to the identifiable assets and liabilities based on their fair values as of the acquisition date of October 4, 2023.

Recognized amounts of identifiable assets acquired and liabilities assumed Millions of Dollars

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With the completion of the transaction, we acquired proved and unproved properties of approximately $ 2.9 billion and $ 0.2 billion, respectively.

In anticipation of the acquisition, we entered into, and settled, various foreign exchange forward contracts to purchase CAD and recognized a loss of $ 112 million in the "Foreign currency transaction (gain) loss" line on our consolidated income statement associated with these forward contracts.

In anticipation of the acquisition, we entered into, and settled, various foreign exchange forward contracts to purchase CAD.

For the year ended December 31, 2023, we recognized a loss of $ 112 million in the "Foreign currency transaction (gain) loss" line on our consolidated income statement associated with these forward contracts.

The related cash flows are included within "Cash Flows From Investing Activities" on our consolidated statement of cash flows.

From the acquisition date through December 31, 2023, "Total Revenues and Other Income" and "Net Income (Loss)" associated with the acquired assets were $ 572 million and $ 119 million, respectively.

ConocoPhillips 2024 10-K

Notes to Consolidated Financial Statements Table of Contents

Supplemental Pro Forma (unaudited)

The following tables summarize the unaudited supplemental pro forma financial information for the year ended December 31, 2023, and 2022, as if we had completed the acquisition on January 1, 2022.

The following tables summarize the unaudited supplemental pro forma financial information combining the consolidated income statement of ConocoPhillips with assets acquired as shown for the year ended December 31, 2024, 2023, and 2022, as if we had completed the acquisition of Marathon Oil on January 1, 2023 and the remaining working interest in Surmont on January 1, 2022, respectively.

Millions of Dollars

Year Ended December 31, 2024

As reported Pro forma Surmont Pro forma Combined

As reported Pro forma Marathon Oil Pro forma Combined

Total Revenues and Other Income $ 56,953 6,168 63,121

Income (loss) before income taxes 16,288 659 16,947

Net Income (Loss) 9,245 1,312 10,557

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Year Ended December 31, 2023

As reported Pro forma Surmont Pro forma Marathon Oil Pro forma Combined

Total Revenues and Other Income $ 58,574 2,561 6,705 67,840

Net Income (Loss) 10,957 501 1,657 13,115

Earnings per share:

Basic net income (loss) $ 9.08 9.72

Diluted net income (loss) 9.06 9.70

Millions of Dollars

Year Ended December 31, 2022

As reported Pro forma Surmont Pro forma Combined

Total Revenues and Other Income $ 82,156 3,582 85,738

Income (loss) before income taxes 28,228 947 29,175

Net Income (Loss) 18,680 720 19,400

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Diluted net income (loss) 14.57 15.13

The unaudited supplemental pro forma financial information is presented for illustration purposes only and is not necessarily indicative of the operating results that would have occurred had the transactions been completed on January 1, 2022, nor is it necessarily indicative of future operating results of the combined entity.

The unaudited pro forma financial information for the years ending December 31, 2023 and 2022, respectively, is a result of combining the consolidated income statement of ConocoPhillips with the assets acquired from TotalEnergies EP Canada Ltd.

The pro forma results do not include transaction-related costs, nor any cost savings anticipated as a result of the transaction.

The pro forma results include adjustments which relate primarily to DD&A, which is based on the unit-of-production method, resulting from the purchase price allocated to properties, plants and equipment.

The unaudited supplemental pro forma financial information is presented for illustration purposes only and is not necessarily indicative of the operating results that would have occurred had the transaction been completed on January 1, 2022, and January 1, 2023, respectively, nor is it necessarily indicative of future operating results of the combined entity.

The pro forma results do not include cost savings anticipated as a result of the transaction.

The pro forma results include adjustments which relate primarily to DD&A, which is based on the unit-of-production method, resulting from the purchase price allocated to oil and gas properties as well as adjustments for the timing of transaction costs and tax impacts.

We believe the estimates and assumptions are reasonable, and the relative effects of the transaction are properly reflected.

ConocoPhillips 2023 10-K

Notes to Consolidated Financial Statements Table of Contents

QatarEnergy LNG NFS(3) (NFS3), formerly Qatar Liquefied Gas Company Limited (12) (QG12)

QatarEnergy LNG NFS(3) (NFS3)

During 2022, we were awarded a 25 percent interest in NFS3, a new joint venture with QatarEnergy, to participate in the North Field South (NFS) LNG project.

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NFS3 has a 25 percent interest in the NFS project and is reported as an equity method investment in our Europe, Middle East and North Africa segment.

ConocoPhillips 2024 10-K

Notes to Consolidated Financial Statements Table of Contents

Port Arthur Liquefaction Holdings, LLC (PALNG)

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The term of contingent payments in our Canada segment ended in the second quarter of 2022 and the term of contingent payments in our Lower 48 segment ended at the end of 2023.

Contingent payments recorded in the years 2023, 2022 and 2021 were $ 7 million, $ 451 million and $ 369 million, respectively.

Contingent payments recorded in the years 2023 and 2022 were $ 7 million and $ 451 million, respectively.

Acquisition of Additional Shareholding Interest in Australia Pacific LNG (APLNG)

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APLNG is reported as an equity investment in our Asia Pacific segment.

QatarEnergy LNG NFE(4) (NFE4), formerly Qatar Liquefied Gas Company Limited (8) (QG8)

QatarEnergy LNG NFE(4) (NFE4)

During 2022, we were awarded a 25 percent interest in NFE4, a new joint venture with QatarEnergy to participate in the North Field East (NFE) LNG project.

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The net book value consisted primarily of $ 0.3 billion of PP&E and $ 0.1 billion of ARO.

The before-tax earnings associated with the subsidiaries sold, excluding the gain on disposition noted above, were $ 138 million and $ 604 million for the years ended December 31, 2022 and 2021, respectively.

The before-tax earnings associated with the subsidiaries sold, excluding the gain on disposition noted above, was $ 138 million for the year ended December 31, 2022.

Results of operations for the Indonesia interests sold were reported in our Asia Pacific segment.

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Notes to Consolidated Financial Statements Table of Contents

During the year, we completed the acquisitions of Concho Resources Inc.

(Concho) and of Shell Enterprises LLC’s (Shell) Permian assets.

The acquisitions were accounted for as business combinations under FASB Topic ASC 805 using the acquisition method, which requires assets acquired and liabilities assumed to be measured at their acquisition date fair values.

We completed the final allocation of the purchase price to acquired assets and liabilities of Concho by the end of the year, and by the end of the first quarter of 2022 for the Shell assets.

It was based on the fair value of the long-lived assets and the conclusion of the fair value determination of all other assets and liabilities acquired.

Acquisition of Concho Resources Inc.

In January 2021, we completed our acquisition of Concho, an independent oil and gas exploration and production company with operations across New Mexico and West Texas focused in the Permian-based Delaware and Midland Basins.

Total consideration for the all-stock transaction was valued at $ 13.1 billion, in which 1.46 shares of ConocoPhillips common stock were exchanged for each outstanding share of Concho common stock.

We recognized approximately $ 157 million of transaction-related costs, all of which were expensed in the first quarter of 2021.

These non-recurring costs related primarily to fees paid to advisors and the settlement of share-based awards for certain Concho employees based on the terms of the Merger Agreement.

In the first quarter of 2021, we commenced a company-wide restructuring program, the scope of which included combining the operations of the two companies as well as other global restructuring activities.

We recognized non-recurring restructuring costs mainly for employee severance and related incremental pension benefit costs.

The impact from the transaction and restructuring costs to the lines of our consolidated income statement for the year ended December 31, 2021, are below:

Millions of Dollars

Transaction Cost Restructuring Cost Total Cost

Production and operating expenses 128 128

Selling, general and administration expenses 135 67 202

Exploration expenses 18 8 26

Taxes other than income taxes 4 2 6

Other expenses — 29 29

$ 157 234 391

In February 2021, we completed a debt exchange offer related to the debt assumed from Concho.

As a result of the debt exchange, we recognized an additional income tax-related restructuring charge of $ 75 million.

From the acquisition date through December 31, 2021, “Total Revenues and Other Income” and “Net Income (Loss)” associated with the acquired Concho business were approximately $ 6,571 million and $ 2,330 million, respectively.

The results associated with the Concho business for the same period include a before- and after-tax loss of $ 305 million and $ 233 million, respectively, on the acquired derivative contracts.

The before-tax loss is recorded within “Total Revenues and Other Income” on our consolidated income statement.

See Note 12 .

Acquisition of Shell Permian Assets

In December 2021, we completed our acquisition of Shell assets in the Permian based Delaware Basin.

The accounting close date used for reporting purposes was December 31, 2021.

Assets acquired include approximately 225,000 net acres and producing properties located entirely in Texas.

Total consideration for the transaction was $ 8.6 billion.

We recognized approximately $ 44 million of transaction-related costs which were expensed in 2021.

ConocoPhillips 2023 10-K

Notes to Consolidated Financial Statements Table of Contents

Supplemental Pro Forma (unaudited)

The following table summarizes the unaudited supplemental pro forma financial information for the year ended December 31, 2021, as if we had completed the acquisition of the Shell Permian assets on January 1, 2020.

Millions of Dollars

Year Ended December 31, 2021

As reported Pro forma

Shell Pro forma

Total Revenues and Other Income $ 48,349 3,220 51,569

Income (loss) before income taxes 12,712 1,201 13,913

Net Income (Loss) 8,079 920 8,999

Earnings per share:

Basic net income (loss) $ 6.09 6.78

Diluted net income (loss) 6.07 6.76

The unaudited supplemental pro forma financial information is presented for illustration purposes only and is not necessarily indicative of the operating results that would have occurred had the transaction been completed on January 1, 2020, nor is it necessarily indicative of future operating results of the combined entity.

The pro forma results do not include transaction-related costs, nor any cost savings anticipated as a result of the transaction.

The pro forma includes adjustments which relate primarily to DD&A, which is based on the unit-of-production method, resulting from the purchase price allocated to properties, plants and equipment.

We believe the estimates and assumptions are reasonable, and the relative effects of the transaction are properly reflected.

In 2020, we completed the sale of our Australia-West assets and operations.

The sales agreement entitled us to a $ 200 million payment upon a FID of the Barossa development project.

In March 2021, FID was announced and as such, we recognized a $ 200 million gain on disposition in the first quarter of 2021.

The purchaser failed to pay the FID bonus when due.

We filed an arbitration proceeding against the purchaser to enforce our contractual right to the $ 200 million, plus interest accruing from the due date and the matter was resolved in April 2023 to our satisfaction.

Results of operations related to this transaction are reflected in our Asia Pacific segment.

See Note 11 .

In the second half of 2021, we sold our interests in certain noncore assets in our Lower 48 segment for approximately $ 250 million after customary adjustments, recognizing a before-tax gain on sale of approximately $ 58 million.

We also completed the sale of our noncore exploration interests in Argentina, recognizing a before-tax loss on disposition of $ 179 million.

Results of operations for Argentina were reported in our Other International segment.

Note 4—Investments, Loans and Long-Term Receivables

6 unchanged sentences

$ 9,869 9,130

ConocoPhillips 2023 10-K

Notes to Consolidated Financial Statements Table of Contents

Equity Investments

1 unchanged sentence

• APLNG— 47.5 percent owned joint venture with Origin Energy ( 27.5 percent) and Sinopec ( 25 percent)—to produce CBM from the Bowen and Surat basins in Queensland, Australia, as well as process and export LNG.

• Port Arthur Liquefication Holdings, LLC (PALNG)— 30 percent owned joint venture with Sempra PALNG Holdings, LLC for the development of a large-scale LNG facility for the first phase of the Port Arthur LNG project ("Phase 1").

• QatarEnergy LNG N(3) (N3), formerly Qatar Liquefied Gas Company Limited (3) (QG3)— 30 percent owned joint venture with affiliates of QatarEnergy ( 68.5 percent) and Mitsui & Co., Ltd.

• PALNG— 30 percent owned joint venture with Sempra PALNG Holdings, LLC for the development of a large-scale LNG facility for the first phase of the Port Arthur LNG project ("Phase 1").

• N3— 30 percent owned joint venture with an affiliate of QatarEnergy ( 68.5 percent) and Mitsui & Co., Ltd.

( 1.5 percent)—produces and liquefies natural gas from Qatar’s North Field, as well as exports LNG.

• QatarEnergy LNG NFE(4) (NFE4), formerly Qatar Liquefied Gas Company Limited (8) (QG8)— 25 percent owned joint venture with an affiliate of QatarEnergy ( 75 percent)—participant in the North Field East (NFE) LNG project.

• QatarEnergy LNG NFS(3) (NFS3), formerly Qatar Liquefied Gas Company Limited (12) (QG12)— 25 percent owned joint venture with an affiliate of QatarEnergy ( 75 percent)—participant in the North Field South project.

• NFE4— 25 percent owned joint venture with affiliates of QatarEnergy ( 70 percent) and China National Petroleum Corporation ( 5 percent)—participant in the North Field East (NFE) LNG project.

• NFS3— 25 percent owned joint venture with an affiliate of QatarEnergy ( 75 percent)—participant in the North Field South LNG project.

Summarized 100 percent earnings information for equity method investments in affiliated companies, combined, was as follows:

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Dividends received from affiliates were $ 2,283 million, $ 2,684 million and $ 3,045 million in 2024, 2023 and 2022, respectively.

ConocoPhillips 2024 10-K

Notes to Consolidated Financial Statements Table of Contents

APLNG is a joint venture focused on producing CBM from the Bowen and Surat basins in Queensland, Australia.

7 unchanged sentences

At December 31, 2024, a balance of $ 4.0 billion was outstanding on the facilities.

See Note 10 .

ConocoPhillips 2023 10-K

Notes to Consolidated Financial Statements Table of Contents

During the fourth quarter of 2021, Origin Energy Limited agreed to the sale of 10 percent of their interest in APLNG for $ 1.645 billion, before customary adjustments.

ConocoPhillips announced in December 2021 that we were exercising our preemption right under the APLNG Shareholders Agreement to purchase an additional 10 percent shareholding interest in APLNG, subject to government approvals.

The sales price associated with this preemption right was determined to reflect a relevant observable market participant view of APLNG’s fair value which was below the carrying value of our existing investment in APLNG.

Based on a review of the facts and circumstances surrounding this decline in fair value, we concluded in the fourth quarter of 2021 the impairment was other than temporary under the guidance of FASB ASC Topic 323, and the recognition of an impairment of our existing investment was necessary.

Accordingly, we recorded a noncash $ 688 million before- and after-tax impairment in the fourth quarter of 2021.

The impairment was included in the “Impairments” line on our consolidated income statement.

At December 31, 2024, the carrying value of our equity method investment in APLNG was approximately $ 5.0 billion.

The historical cost basis of our 47.5 percent share of net assets of APLNG was $ 5.4 billion, resulting in a basis difference of $ 33 million on our books.

The basis difference, which is substantially all associated with PP&E and subject to amortization, has been allocated on a relative fair value basis to individual production license areas owned by APLNG.

Any future additional payments are expected to be allocated in a similar manner.

As the joint venture produces natural gas from each license, we amortize the basis difference allocated to that license using the unit-of-production method.

Included in net income (loss) for 2023, 2022 and 2021 was after-tax expense of $ 8 million, $ 10 million and $ 39 million, respectively, representing the amortization of this basis difference on currently producing licenses.

PALNG is a joint venture for the development of a large-scale LNG facility.

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Currently, the LNG from N3 is being sold to markets outside of the U.S.

NFE4 is a joint venture with QatarEnergy participating in the NFE LNG project.

NFE4 is a joint venture participating in the NFE LNG project.

NFE4 has a 12.5 percent interest in the NFE project.

NFS3 is a joint venture with QatarEnergy to participate in the NFS LNG project.

During the second quarter of 2024, we were notified that an affiliate of QatarEnergy transferred a 5 percent joint venture interest in NFE4 to an affiliate of China National Petroleum Corporation.

As a result, we have concluded NFE4 is a VIE as it currently requires advances from the joint venture participants to fund the project.

We are not the primary beneficiary of the VIE because we do not have the power to direct the activities that most significantly impact economic performance of NFE4, which involve activities related to the production and commercialization of natural gas, as well as LNG processing and export marketing.

As a result, we do not consolidate NFE4, and it is accounted for under the equity method.

As of December 31, 2024, the carrying value of our equity is included in the total carrying value of our equity method investments in Qatar.

This equity together with the guarantee is the only financial support that we have provided NFE4.

NFS3 is a joint venture participating in the NFS LNG project.

NFS3 has a 25 percent interest in the NFS project.

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At December 31, 2024, there were no outstanding loans to affiliated companies.

ConocoPhillips 2024 10-K

Notes to Consolidated Financial Statements Table of Contents

Note 5—Investment in Cenovus Energy

2 unchanged sentences

Proceeds related to the sale of our CVE shares were included within "Cash Flows From Investing Activities" on our consolidated statement of cash flows.

Millions of Dollars

2023 2022 2021

Total Net gain on equity securities 251 1,040

Net gain on equity securities sold during the period 251 473

Unrealized gain on equity securities still held at the reporting date $ 567

ConocoPhillips 2023 10-K

Notes to Consolidated Financial Statements Table of Contents

Note 6—Suspended Wells and Exploration Expenses

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Suspended Since

Total 2020-2022 2017-2019 2006-2016

Total 2021-2023 2018-2020 2017 and Prior

WL4-00—Malaysia (1)

PL891—Norway (1)

West Willow—Alaska (2)

PL891—Norway (2)

Narwhal Trend—Alaska (1)

PL782S—Norway (1)

Montney—Canada (2)

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Total $ 163 19 114 30

(1) Additional appraisal wells planned.

(1) Appraisal drilling complete;

costs being incurred to assess development.

(2) Additional appraisal wells planned.

ConocoPhillips 2024 10-K

2 unchanged sentences

The charges discussed below are included in the “Exploration expenses” line on our consolidated income statement.

In our Europe, Middle East and North Africa segment, we recorded approximately $ 40 million before-tax as dry hole expenses, which included $ 22 million for two partner operated exploration wells in the Alvheim area in the Norwegian sector of the North Sea, and $ 18 million for the Busta suspended discovery well on license PL782S in the North Sea.

In our Europe, Middle East and North Africa segment, after further evaluation we recognized a before-tax expense of $ 37 million for dry hole costs associated with the suspended Warka discovery well, drilled in 2020, on license PL1009 in the Norwegian Sea.

2 unchanged sentences

In our Europe, Middle East and North Africa segment, we recorded a before-tax expense of $ 102 million for dry hole costs associated with four operated exploration and appraisal wells and one partner-operated well that were drilled in Norway in 2022.

Note 7—Impairments

During 2023, 2022 and 2021, we recognized the following before-tax impairment charges:

Millions of Dollars

2023 2022 2021

Alaska $ — 2 5

Lower 48 7 ( 11 ) ( 8 )

Canada 6 ( 2 ) 6

Europe, Middle East and North Africa — ( 1 ) ( 24 )

Asia Pacific — — 695

Corporate and Other 1 — —

$ 14 ( 12 ) 674

We recorded an impairment of $ 688 million on our APLNG investment included within the Asia Pacific segment.

See Note 4 and Note 13 .

In our Lower 48 segment, we recorded a credit to impairment of $ 89 million due to a decreased ARO estimate for a previously sold asset, in which we retained the ARO liability.

This was offset by recorded impairments of $ 84 million during the fourth quarter of 2021, related to certain noncore assets due to changes in development plans.

See Note 13 .

In our Europe, Middle East and North Africa segment, we recorded a credit to impairment of $ 24 million due to decreased ARO estimates on fields in Norway which ceased production and were fully depreciated in prior years.

ConocoPhillips 2024 10-K

14 unchanged sentences

If in subsequent periods, our estimate of this liability changes, we will record an adjustment to both the liability and PP&E.

Reductions to estimated liabilities for assets that are no longer producing are recorded as a credit to impairment.

Changes to estimated liabilities for assets that are no longer producing are recorded as impairment.

We have numerous AROs we are required to perform under law or contract once an asset is permanently taken out of service.

5 unchanged sentences

Accretion of discount 319 278

New obligations 257 144

New obligations, including acquisitions 926 257

Changes in estimates of existing obligations 140 484

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We had also accrued in Corporate and Other $ 56 million and $ 55 million of environmental costs associated with sites no longer in operation at December 31, 2024 and 2023, respectively.

In addition, December 31, 2023 and 2022, included a $ 17 million and $ 16 million accrual, respectively, where the company has been named a potentially responsible party under the Federal Comprehensive Environmental Response, Compensation and Liability Act, or similar state laws.

In addition, December 31, 2024 and 2023, included a $ 11 million and $ 17 million accrual, respectively, where the company has been named a potentially responsible party under the CERCLA, or similar state laws.

Accrued environmental liabilities are expected to be paid over periods extending up to 30 years.

5 unchanged sentences

Millions of Dollars

7.65 % Debentures due 2023

2.125 % Notes due 2024

1 unchanged sentence

2.4 % Notes due 2025

8.2 % Notes due 2025

8.2 % Debentures due 2025

3.35 % Notes due 2025

6.875 % Debentures due 2026

2 unchanged sentences

3.75 % Notes due 2027

4.3 % Notes due 2028

7.375 % Debentures due 2029

10 unchanged sentences

6.8 % Notes due 2032

5.9 % Notes due 2032

5.05 % Notes due 2033

5.70 % Notes due 2034

4.15 % Notes due 2034

5.00 % Notes due 2035

5.95 % Notes due 2036

5.951 % Notes serially maturing 2022 through 2037

4 unchanged sentences

4.3 % Notes due 2044

5.20 % Notes due 2045

5.95 % Notes due 2046

7.9 % Debentures due 2047

6 unchanged sentences

4.025 % Notes due 2062

5.70 % Notes due 2063

5.65 % Notes due 2065

ConocoPhillips 2024 10-K

Notes to Consolidated Financial Statements Table of Contents

Marine Terminal Revenue Refunding Bonds due 2031 at 1.78 % – 4.80 % during 2024 and 1.65 % – 4.70 % during 2023

Industrial Development Bonds due 2035 at 1.78 % – 4.22 % during 2024 and 1.85 % – 4.70 % during 2023

John the Baptist Parish, State of Louisiana—Revenue Refunding Bonds due 2037 1 :

$ 200 at 2.20 %, $ 200 at 2.375 %, $ 200 at 4.05 %, $ 400 at 3.30 % 1

Debt at face value 24,085 18,413

4 unchanged sentences

Long-term debt $ 23,289 17,863

ConocoPhillips 2023 10-K

Notes to Consolidated Financial Statements Table of Contents

1 Future mandatory purchase dates for these bonds:

July 1, 2026 for the 2.20 % bonds of $ 200 million, 2.375 % bonds of $ 200 million, 4.05 % bonds of $ 200 million and July 3, 2028 for the 3.30 % bonds of $ 400 million.

Subsequent to the mandatory purchase dates, we will also have the right to remarket

these bonds any time up to the 2037 maturity date.

The principal amounts of long-term debt, excluding finance lease obligations, maturing in 2025 through 2029 are:

$ 735 million, $ 704 million, $ 778 million, $ 664 million and $ 997 million, respectively.

In the fourth quarter of 2024, we acquired Marathon Oil and assumed its outstanding debt upon close.

Shortly thereafter, we launched and completed concurrent debt transactions consisting of:

tender offers to repurchase certain existing Marathon Oil and ConocoPhillips debt for cash (with priority for Marathon Oil debt assumed), an obligor exchange offer to retire certain Marathon Oil debt in exchange for new ConocoPhillips debt, new debt issuances to fund the repurchase tender offers and the remarketing of available municipal bonds.

Marathon Oil Debt Assumed at Fair Value

In November 2024, we completed the acquisition of Marathon Oil.

As part of the acquisition, we assumed Marathon Oil's publicly traded debt, with an outstanding principal balance of $ 4.6 billion, which was recorded at fair value of $ 4.7 billion.

• 4.4 % Notes due 2027 with principal amount of $ 1,000 million

• 5.3 % Notes due 2029 with principal amount of $ 600 million

• 6.8 % Notes due 2032 with principal amount of $ 550 million

• 5.7 % Notes due 2034 with principal amount of $ 600 million

• 6.6 % Notes due 2037 with principal amount of $ 750 million

• 5.2 % Notes due 2045 with principal amount of $ 500 million

John the Baptist Parish, State of Louisiana—Revenue Refunding Bonds due 2037 with future mandatory purchase dates of July 1, 2026:

◦ 2.20 % Bonds with principal amount of $ 200 million

◦ 2.375 % Bonds with principal amount of $ 200 million

◦ 4.05 % Bonds with principal amount of $ 200 million

ConocoPhillips 2024 10-K

Notes to Consolidated Financial Statements Table of Contents

Repurchase Offers

In December 2024, we completed tender offers through which we repurchased a total of $ 3,768 million in aggregate principal amount of debt as listed below.

We paid premiums above face value of $ 283 million to repurchase these debt instruments.

Marathon Oil Debt Repurchased:

• 4.4 % Notes due 2027 partial repurchase of $ 576 million

• 5.3 % Notes due 2029 partial repurchase of $ 514 million

• 6.8 % Notes due 2032 partial repurchase of $ 370 million

• 5.7 % Notes due 2034 partial repurchase of $ 497 million

• 6.6 % Notes due 2037 partial repurchase of $ 415 million

• 5.2 % Notes due 2045 partial repurchase of $ 314 million

ConocoPhillips Debt Repurchased:

• 7.8 % Debentures due 2027 with principal amount of $ 203 million (partial repurchase of $ 83 million)

• 7.0 % Debentures due 2029 with principal amount of $ 112 million (partial repurchase of $ 17 million)

• 7.375 % Debentures due 2029 with principal amount of $ 92 million (partial repurchase of $ 26 million)

• 6.95 % Notes due 2029 with principal amount of $ 1,195 million (partial repurchase of $ 490 million)

• 8.125 % Notes due 2030 with principal amount of $ 390 million (partial repurchase of $ 183 million)

• 7.4 % Notes due 2031 with principal amount of $ 382 million (partial repurchase of $ 151 million)

• 7.25 % Notes due 2031 with principal amount of $ 400 million (partial repurchase of $ 132 million)

Exchange Offer

Concurrently in December 2024, we completed a debt exchange offer through which $ 863 million in aggregate principal of existing Marathon Oil notes were tendered and accepted in exchange for $ 862 million of new ConocoPhillips notes.

The debt exchange offers were treated as debt modifications for accounting purposes resulting in a portion of the unamortized debt discount and premiums of the existing notes being allocated to the new notes on the settlement dates of the exchange offers.

No premiums were paid to bondholders in this exchange offer.

The notes tendered and accepted in the exchange offers were:

• 4.4 % Notes due 2027 partial exchange of $ 228 million

• 5.3 % Notes due 2029 partial exchange of $ 59 million

• 6.8 % Notes due 2032 partial exchange of $ 102 million

• 5.7 % Notes due 2034 partial exchange of $ 63 million

• 6.6 % Notes due 2037 partial exchange of $ 259 million

• 5.2 % Notes due 2045 partial exchange of $ 151 million

New Debt Issuance

In December 2024, we issued new debt of $ 5.2 billion through our universal shelf registration statement and prospectus supplement consisting of the following new notes and used the proceeds to repurchase existing debt as discussed:

• 4.7 % Notes due 2030 with principal of $ 1,350 million

• 4.85 % Notes due 2032 with principal of $ 650 million

• 5.0 % Notes due 2035 with principal of $ 1,250 million

• 5.5 % Notes due 2055 with principal of $ 1,300 million

• 5.65 % Notes due 2065 with principal of $ 650 million

Municipal Bonds Reoffering and Issuance

We completed a $ 400 million remarketing of sub-series 2017C bonds that are part of the $ 1 billion St.

John the Baptist Parish, State of Louisiana—Revenue Refunding Bonds Series 2017.

The bonds are subject to an interest rate of 3.30 % and a mandatory purchase date of July 3, 2028.

As a result of the concurrent debt transactions as described above, we recognized a net loss on debt extinguishments of $ 173 million which is included in the "Other expenses" line on our consolidated income statement.

Other Debt Activity

Apart from the concurrent debt transactions discussed above, in November 2024, the company retired $ 265 million principal amount of our 3.35 % Notes at maturity and in March 2024, the company retired $ 461 million principal amount of our 2.125 % Notes at maturity.

ConocoPhillips 2024 10-K

Notes to Consolidated Financial Statements Table of Contents

In December 2023, the company retired $ 78 million principal amount of our 7.65 percent Notes at maturity.

9 unchanged sentences

On May 23, 2023, we issued 5.3 % Notes due 2053 with principal of $ 1.1 billion.

Tender Offers

Repurchase Tender Offers

On May 25, 2023, we repurchased a total of $ 1,133 million aggregate principal amount of debt as listed below.

3 unchanged sentences

• 2.400 % Notes due 2025 with principal of $ 900 million (partial repurchase of $ 534 million)

In December 2022, the company retired $ 329 million principal amount of our 2.40 percent Notes at maturity.

In May 2022, we redeemed $ 1,250 million principal amount of our 4.95 percent Notes due 2026.

We paid premiums above face value of $ 79 million to redeem the debt and recognized a loss on debt extinguishment of $ 83 million which is included in the "Other expenses" line on our consolidated income statement.

We also paid $ 500 million to retire the outstanding principal amount of the floating rate notes due 2022 at maturity.

In the first quarter of 2022, we completed a debt refinancing consisting of three concurrent transactions:

a tender offer to repurchase existing debt for cash;

exchange offers to retire certain debt in exchange for new debt and cash;

and a new debt issuance to partially fund the cash paid in the tender and exchange offers.

In March 2022, we repurchased a total of $ 2,716 million aggregate principal amount of debt as listed below.

We paid premiums above face value of $ 333 million to repurchase these debt instruments and recognized a gain on debt extinguishment of $ 155 million, which is included in the "Other expenses" line on our consolidated income statement.

• 3.75 % Notes due 2027 with principal of $ 1,000 million (partial repurchase of $ 804 million)

• 4.3 % Notes due 2028 with principal of $ 1,000 million (partial repurchase of $ 777 million)

• 2.4 % Notes due 2031 with principal of $ 500 million (partial repurchase of $ 273 million)

• 4.875 % Notes due 2047 with principal of $ 800 million (partial repurchase of $ 481 million)

• 4.85 % Notes due 2048 with principal of $ 600 million (partial repurchase of $ 381 million)

Exchange Offers

Also in March 2022, we completed two concurrent debt exchange offers through which $ 2,544 million of aggregate principal of existing notes was tendered and accepted in exchange for a combination of new notes and cash.

The debt exchange offers were treated as debt modifications for accounting purposes resulting in a portion of the unamortized debt discount, premiums and debt issuance costs of the existing notes being allocated to the new notes on the settlement dates of the exchange offers.

We paid premiums above face value of $ 883 million, comprised of $ 872 million of cash as well as new notes, which were capitalized as additional debt discount.

We incurred expenses of $ 28 million in the exchanges, which are included in the "Other expenses" line on our consolidated income statement.

ConocoPhillips 2023 10-K

Notes to Consolidated Financial Statements Table of Contents

The notes tendered and accepted in the exchange offers were:

• 7.0 % Debentures due 2029 with principal amount of $ 200 million (partial exchange of $ 88 million)

• 6.95 % Notes due 2029 with principal amount of $ 1,549 million (partial exchange of $ 354 million)

• 7.4 % Notes due 2031 with principal amount of $ 500 million (partial exchange of $ 118 million)

• 7.25 % Notes due 2031 with principal amount of $ 500 million (partial exchange of $ 100 million)

• 7.2 % Notes due 2031 with principal amount of $ 575 million (partial exchange of $ 128 million)

• 5.95 % Notes due 2036 with principal amount of $ 500 million (partial exchange of $ 174 million)

• 5.9 % Notes due 2038 with principal amount of $ 600 million (partial exchange of $ 250 million)

• 6.5 % Notes due 2039 with principal amount of $ 2,750 million (partial exchange of $ 1,162 million)

• 5.95 % Notes due 2046 with principal amount of $ 500 million (partial exchange of $ 171 million)

The notes tendered and accepted were exchanged for the following notes:

• 3.758 % Notes due 2042 with principal amount of $ 785 million

• 4.025 % Notes due 2062 with principal amount of $ 1,770 million

Debt Issuance

In March 2022, we issued the following notes:

• 2.125 % Notes due 2024 with principal of $ 900 million

• 2.4 % Notes due 2025 with principal of $ 900 million

• 3.8 % Notes due 2052 with principal of $ 1,100 million

Revolving Credit Facility and Credit Rating Information

In 2022, we refinanced our revolving credit facility from a total borrowing capacity of $ 6.0 billion down to $ 5.5 billion with an expiration date of February 2027.

We have a revolving credit facility totaling $ 5.5 billion with an expiration date of February 2027.

Our revolving 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.

16 unchanged sentences

If our credit ratings were to deteriorate to a level prohibiting us from accessing the commercial paper market, we would still be able to access funds under our revolving credit facility.

ConocoPhillips 2024 10-K

Notes to Consolidated Financial Statements Table of Contents

At both December 31, 2024 and 2023, we had $ 283 million of certain variable rate demand bonds (VRDBs) outstanding with maturities ranging through 2035.

1 unchanged sentence

If they are ever redeemed, we have the ability and intent to refinance on a long-term basis, therefore, the VRDBs are included in the “Long-term debt” line on our consolidated balance sheet.

ConocoPhillips 2023 10-K

Notes to Consolidated Financial Statements Table of Contents

Note 9—Guarantees

7 unchanged sentences

• 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 seven years .

We estimate the remaining term of this guarantee to be six years .

Our maximum exposure under this guarantee is approximately $ 210 million and may become payable if an enforcement action is commenced by the project finance lenders against APLNG.

12 unchanged sentences

At December 31, 2024, the carrying value of this guarantee was approximately $ 14 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 three years remaining, and the maximum potential future payments related to these guarantees is approximately $ 116 million.

At December 31, 2024, the carrying value of these guarantees was approximately $ 4 million.

ConocoPhillips 2024 10-K

Notes to Consolidated Financial Statements Table of Contents

Other Guarantees

We have other guarantees with maximum future potential payment amounts totaling approximately $ 570 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 two to five years 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.

These guarantees have remaining terms of one to five years 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 December 31, 2024, there was no carrying value associated with these guarantees.

6 unchanged sentences

See Note 10 for additional information about environmental liabilities.

ConocoPhillips 2023 10-K

Notes to Consolidated Financial Statements Table of Contents

Note 10—Contingencies and Commitments

19 unchanged sentences

We consider unasserted claims in our determination of environmental liabilities, and we accrue them in the period they are both probable and reasonably estimable.

ConocoPhillips 2024 10-K

Notes to Consolidated Financial Statements Table of Contents

Although liability of those potentially responsible for environmental remediation costs is generally joint and several for federal sites and frequently so for other sites, we are usually only one of many companies cited at a particular site.

1 unchanged sentence

We have been successful to date in sharing cleanup costs with other financially sound companies.

Many of the sites at which we are potentially responsible are still under investigation by the EPA or the agency concerned.

Many of the sites at which we are potentially responsible are still under investigation by the U.S.

EPA or the agency concerned.

Prior to actual cleanup, those potentially responsible normally assess the site conditions, apportion responsibility and determine the appropriate remediation.

8 unchanged sentences

See Note 7 for a summary of our accrued environmental liabilities.

ConocoPhillips 2023 10-K

Notes to Consolidated Financial Statements Table of Contents

Litigation and Other Contingencies

9 unchanged sentences

In addition, at December 31, 2024, we had performance obligations secured by letters of credit of $ 278 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, ConocoPhillips was unable to reach agreement with respect to the empresa mixta structure mandated by the Venezuelan government’s Nationalization Decree.

As a result, Venezuela’s national oil company, Petróleos de Venezuela, S.A.

(PDVSA), or its affiliates, directly assumed control over ConocoPhillips’ interests in the Petrozuata and Hamaca heavy oil ventures and the offshore Corocoro development project.

In response to this expropriation, ConocoPhillips initiated international arbitration on November 2, 2007, with the ICSID.

On September 3, 2013, an ICSID arbitration tribunal held that Venezuela unlawfully expropriated ConocoPhillips’ significant oil investments in June 2007.

On January 17, 2017, the Tribunal reconfirmed the decision that the expropriation was unlawful.

In March 2019, the Tribunal unanimously ordered the government of Venezuela to pay ConocoPhillips approximately $ 8.7 billion in compensation for the government’s unlawful expropriation of the company’s investments in Venezuela in 2007.

On August 29, 2019, the ICSID Tribunal issued a decision rectifying the award and reducing it by approximately $ 227 million.

The award now stands at $ 8.5 billion plus interest.

The government of Venezuela sought annulment of the award, which automatically stayed enforcement of the award.

On September 29, 2021, the ICSID annulment committee lifted the stay of enforcement of the award.

The annulment proceedings are underway.

In 2014, ConocoPhillips filed a separate and independent arbitration under the rules of the ICC against PDVSA under the contracts that had established the Petrozuata and Hamaca projects.

The ICC Tribunal issued an award in April 2018, finding that PDVSA owed ConocoPhillips approximately $ 2 billion under their agreements in connection with the expropriation of the projects and other pre-expropriation fiscal measures.

In August 2018, ConocoPhillips entered into a settlement with PDVSA to recover the full amount of this ICC award, plus interest through the payment period, including initial payments totaling approximately $ 500 million within a period of 90 days from the time of signing of the settlement agreement.

The balance of the settlement is to be paid quarterly over a period of four and a half years.

Per the settlement, PDVSA recognized the ICC award as a judgment in various jurisdictions, and ConocoPhillips agreed to suspend its legal enforcement actions.

ConocoPhillips sent notices of default to PDVSA on October 14 and November 12, 2019, and to date PDVSA has failed to cure its breach.

As a result, ConocoPhillips has resumed legal enforcement actions.

To date, ConocoPhillips has received approximately $ 777 million in connection with the ICC award.

ConocoPhillips has ensured that the settlement and any actions taken in enforcement thereof meet all appropriate U.S.

regulatory requirements, including those related to any applicable sanctions imposed by the U.S.

against Venezuela.

In 2016, ConocoPhillips filed a separate and independent arbitration under the rules of the ICC against PDVSA under the contracts that had established the Corocoro Project.

On August 2, 2019, the ICC Tribunal awarded ConocoPhillips approximately $ 33 million plus interest under the Corocoro contracts.

ConocoPhillips is seeking recognition and enforcement of the award in various jurisdictions.

ConocoPhillips has ensured that all the actions related to the award meet all appropriate U.S.

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 $ 8.7 billion (later reduced to $ 8.5 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 $ 8.5 billion award plus interest in full.

Separate arbitrations before the ICC resulted in additional awards against PDVSA and three of its affiliates, including an award for approximately $ 2 billion plus interest, for the Hamaca and Petrozuata projects, and a $ 33 million award, for the Corocoro project, plus interest.

As of December 31, 2024, the company has received approximately $ 787 million in connection with the first ICC award.

Collection actions for all three 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.

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Additional lawsuits with similar allegations are expected to be filed.

The amounts claimed by plaintiffs are unspecified and 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.

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.

Several Louisiana parishes and the State of Louisiana have filed numerous lawsuits under Louisiana’s State and Local Coastal Resources Management Act (SLCRMA) against oil and gas companies, including ConocoPhillips, seeking compensatory damages for contamination and erosion of the Louisiana coastline allegedly caused by historical oil and gas operations.

ConocoPhillips entities are defendants in 22 of the lawsuits and will vigorously defend against them.

ConocoPhillips entities are defendants in several of the lawsuits and will vigorously defend against them.

On October 17, 2022, the Fifth Circuit affirmed remand of the lead case to state court and the subsequent request for rehearing was denied.

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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 25 percent interest in this lease and operated these facilities, but sold its interest approximately 30 years ago.

ConocoPhillips continues to evaluate its exposure in this matter.

On May 10, 2021, ConocoPhillips filed arbitration under the rules of the Singapore International Arbitration Centre (SIAC) against Santos KOTN Pty Ltd.

and Santos Limited for their failure to timely pay the $ 200 million bonus due upon final investment decision of the Barossa development project under the sale and purchase agreement for the sale of our Australia-West asset and operations.

The matter was resolved in April 2023 to our satisfaction.

In July 2021, a federal securities class action was filed against Concho, certain of Concho’s officers, and ConocoPhillips as Concho’s successor in the United States District Court for the Southern District of Texas.

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Purchases of LNG under these commitments are expected to be offset in the same or approximately same periods by cash received from the related sales transactions.

Total payments under the agreements were $ 26 million in 2023, $ 26 million in 2022 and $ 27 million in 2021.

Total payments under these agreements were $ 24 million in 2024, $ 26 million in 2023 and $ 26 million in 2022.

ConocoPhillips 2024 10-K

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Purchased commodities ( 133 ) ( 90 ) ( 91 )

On January 15, 2021, we assumed financial derivative instruments consisting of oil and natural gas swaps in connection with the acquisition of Concho.

At the acquisition date, these financial derivative instruments acquired were recognized at fair value as a net liability of $ 456 million with settlement dates under the contracts through December 31, 2022.

During 2021, we recognized a loss on settlement of these derivatives contracts of $ 305 million.

This loss is recorded within the “Sales and other operating revenues” line on our consolidated income statement.

In connection with the settlement, we issued a cash payment of $ 761 million during 2021 which is included within “Cash Flows From Operating Activities” on our consolidated statement of cash flows.

The table below summarizes our net exposures resulting from outstanding commodity derivative contracts:

Open Position

Natural gas and power (billions of cubic feet equivalent)

Natural gas and power (BCF equivalent)

Fixed price ( 17 ) ( 12 )

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Interest Rate Derivative Instruments

During 2023, PALNG executed interest rate swaps that had the effect of converting 60 percent of the projected term loans outstanding to finance the cost of development and construction of Phase 1 from floating to fixed rate.

These swaps were designated and qualify for hedge accounting under ASC Topic 815, “Derivatives and Hedging,” as a cash flow hedge with changes in the fair value of the designated hedging instruments reported as a component of other comprehensive income and reclassified into earnings in the same periods that the hedged transactions will affect earnings.

We recognize our proportionate share of PALNG’s adjustments for other comprehensive income as a change to our equity method investment with corresponding adjustments in equity.

For the year ended December 31, 2023, we recognized an unrealized gain of $ 78 million in other comprehensive income related to these swaps.

In 2023, PALNG executed interest rate swaps that had the effect of converting 60 percent of the projected term loans outstanding to finance the cost of development and construction of Phase 1 from floating to fixed rate.

These swaps were designated and qualified for hedge accounting under ASC Topic 815, “Derivatives and Hedging,” as a cash flow hedge with changes in the fair value of the designated hedging instruments reported as a component of other comprehensive income and to be reclassified into earnings in the same periods that the hedged transactions will affect earnings.

In 2024, PALNG de-designated a portion of the interest rate swaps as a cash flow hedge.

Changes in the fair value of the de-designated hedging instruments are reported in the "Equity in earnings of affiliates" line on our consolidated income statement.

For the years ended December 31, 2024, and 2023, we recognized an unrealized loss of $ 56 million and an unrealized gain of $ 78 million in other comprehensive income, respectively, related to the hedge accounted swaps.

For the year ended December 31, 2024, we recognized $ 35 million in "Equity in earnings of affiliates" related to the de-designated swaps.

Financial Instruments

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Cash and cash equivalents and Short-term investments have remaining maturities within one year.

Investments and Long-Term Receivables have remaining maturities that vary from greater than one year through five years.

Investments and long-term receivables have remaining maturities that vary from greater than one year through four years.

The following table summarizes the amortized cost basis and fair value of investments in debt securities classified as available for sale at December 31:

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$ 1,548 1,422 1,551 1,424

As of December 31, 2023, total unrealized gains for debt securities classified as available for sale with net unrealized gains were $ 5 million and as of December 31, 2022, total unrealized losses for debt securities classified as available for sale with net unrealized losses were $ 12 million.

As of December 31, 2024, total unrealized gains for debt securities classified as available for sale with net gains were $ 5 million and total unrealized losses for debt securities classified as available for sale with net losses were $ 1 million.

As of December 31, 2023, total unrealized gains for debt securities classified as available for sale with net unrealized gains were $ 5 million.

No allowance for credit losses has been recorded on investments in debt securities which are in an unrealized loss position.

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however, many also permit us to post letters of credit as collateral, such as transactions administered through the New York Mercantile Exchange.

The aggregate fair value of all derivative instruments with such credit risk-related contingent features that were in a liability position on December 31, 2023 and December 31, 2022, was $ 181 million and $ 333 million, respectively.

For these instruments, no collateral was posted as of December 31, 2023 and $ 42 million collateral was posted as of December 31, 2022.

If our credit rating had been downgraded below investment grade on December 31, 2023, we would have been required to post $ 152 million of additional collateral, either with cash or letters of credit.

The aggregate fair value of all derivative instruments with such credit risk-related contingent features that were in a liability position at December 31, 2024 and December 31, 2023, was $ 70 million and $ 181 million, respectively.

For these instruments, no collateral was posted at December 31, 2024 and December 31, 2023.

If our credit rating had been downgraded below investment grade at December 31, 2024, we would have been required to post $ 49 million of additional collateral, either with cash or letters of credit.

ConocoPhillips 2024 10-K

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Recurring Fair Value Measurement

Financial assets and liabilities reported at fair value on a recurring basis primarily include our investments in debt securities classified as available for sale, commodity derivatives, and our contingent consideration arrangement related to the Surmont acquisition.

S ee Note 3 .

Financial assets and liabilities reported at fair value on a recurring basis include our investments in debt securities classified as available for sale, commodity derivatives, and our contingent consideration arrangement related to the Surmont acquisition.

• Level 1 derivative assets and liabilities primarily represent exchange-traded futures and options that are valued using unadjusted prices available from the underlying exchange.

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(Arithmetic Average)

Contingent Consideration - Surmont as of:

December 31, 2024 $ 145 Discounted cash flow Commodity price outlook* ($/BOE) $ 48.63 - $ 57.53 ($ 53.38 )

December 31, 2023 312 $ 45.48 - $ 63.04 ($ 57.45 )

Contingent consideration - Surmont $ 312 Discounted cash flow Commodity price outlook* ($/BOE) $ 45.48 - $ 63.04 ($ 57.45 )

*Commodity price outlook based on a combination of external pricing service companies' outlooks and our internal outlook.

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At December 31, 2024 and December 31, 2023, we did not present any amounts gross on our consolidated balance sheet where we had the right of setoff.

Non-Recurring Fair Value Measurement

The following table summarizes the fair value hierarchy by major category and date of remeasurement for assets accounted for at fair value on a non-recurring basis:

Millions of Dollars

Fair Value Measurements Using

Fair Value Level 1

Inputs Level 2

Inputs Level 3

Inputs Before-Tax

Year ended December 31, 2021

Net PP&E (held for use)

December 31, 2021 $ 472 — — 472 80

Equity Method Investments

December 31, 2021 5,574 — 5,574 — 688

ConocoPhillips 2023 10-K

Notes to Consolidated Financial Statements Table of Contents

Net PP&E (held for use)

During 2021, the estimated fair value of certain noncore assets included in our Lower 48 segment declined to amounts below the carrying values.

The carrying values were written down to fair value.

The fair values were estimated based on internal discounted cash flow models using the following estimated assumptions:

estimated future production, an outlook of future prices from a combination of exchanges (short-term) coupled with pricing service companies and our internal outlook (long-term), future operating costs and capital expenditures, and a discount rate believed to be consistent with those used by principal market participants.

The range and arithmetic average of significant unobservable inputs used in the Level 3 fair value measurements for significant assets were as follows:

Dollars) Valuation

Technique Unobservable Inputs Range

(Arithmetic Average)

December 31, 2021

Lower 48 Gulf Coast and Rockies noncore field $ 472 Discounted cash flow Commodity production (MBOED) 0.2 - 17 ( 5.4 )

Commodity price outlook* ($/BOE) $ 41.45 - $ 93.68 ($ 64.39 )

Discount rate** 7.3 % - 9.7 % ( 8.7 %)

*Commodity price outlook based on a combination of external pricing service companies' and our internal outlook for years 2024-2050;

future prices escalated at 2.0 percent annually after year 2050.

**Determined as the weighted average cost of capital of a group of peer companies, adjusted for risks where appropriate.

Equity Method Investments

During 2021, Origin Energy Limited agreed to the sale of 10 percent of their interest in APLNG for $ 1.645 billion, before customary adjustments.

As such, our investment in APLNG was written down to its fair value of $ 5,574 million, resulting in a before-tax charge of $ 688 million.

See Note 4 and Note 7 .

Reported Fair Values of Financial Instruments

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Beginning of year 2,103,772,516 2,100,885,134 2,091,562,747

Acquisition of Concho — — 285,928,872

Acquisition of Marathon Oil 142,941,624 — —

Distributed under benefit plans 3,958,594 2,887,382 9,322,387

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In late 2016, we initiated our current share repurchase program.

In October 2022, our Board of Directors approved an increase to our authorization from $ 25 billion to $ 45 billion of our common stock to support our plan for future share repurchases.

Share repurchases since inception of our current program totaled 383 million shares at a cost of $ 29 billion through the end of December 2023.

In May 2021, we began a paced monetization of our CVE common shares, the proceeds of which have been applied to share repurchases.

During the first quarter of 2022, we sold our remaining 91 million CVE common shares.

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.

Since inception of our current program, shares repurchased totaled 433 million shares at a cost of $ 34.3 billion through the end of December 2024.

In 2021, we began a paced monetization of our CVE common shares, the proceeds of which have been applied to share repurchases.

In 2022, we sold our remaining 91 million CVE common shares.

ConocoPhillips 2024 10-K

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Only the lease components of these contractual arrangements are subject to the provisions of ASC Topic 842, and any non-lease components are subject to other applicable accounting guidance;

however, we have elected to adopt the optional practical expedient not to separate lease components apart from non-lease components for existing asset classes (as of the adoption date of ASC 842) for accounting purposes.

however, we have elected to adopt the optional practical expedient not to separate lease components apart from non-lease components for existing asset classes, except for crude oil and LNG Vessels.

For contractual arrangements involving a new leased asset class, we determine at contract inception whether it will apply the optional practical expedient to the new leased asset class.

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ConocoPhillips 2024 10-K

Notes to Consolidated Financial Statements Table of Contents

The following table summarizes other lease information:

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Total lease liabilities $ 1,024 $ 940

*Future lease payments for operating and finance leases commencing on or after January 1, 2019, also include payments related to non-lease components in accordance with our election to adopt the optional practical expedient not to separate lease components apart from non-lease components for accounting purposes.

In addition, future payments related to operating and finance leases proportionately consolidated by the company have been included in the table on a proportionate basis consistent with our respective ownership interest in the underlying investee company or oil and gas venture.

ConocoPhillips 2024 10-K

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Plan amendments — 57 — — — —

Business combinations 237 42

Actuarial (gain) loss ( 4 ) ( 202 ) 40 11 5 22

Benefits paid ( 98 ) ( 134 ) ( 121 ) ( 124 ) ( 27 ) ( 37 )

Divestiture — — — ( 56 ) — —

Curtailment 8 — — — — —

Recognition of termination benefits 13 — — — — —

Foreign currency exchange rate change — ( 148 ) — 52 — —

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Plan participant contributions — — — — 12 14

Business combinations 199

Benefits paid ( 98 ) ( 134 ) ( 121 ) ( 124 ) ( 27 ) ( 37 )

Divestiture — — — ( 46 ) — —

Foreign currency exchange rate change — ( 150 ) — 73 — —

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We rely on a variety of independent market forecasts in developing the expected rate of return for each class of assets.

During 2024, the actuarial gains related to the benefit obligations for international plans were primarily related to an increase in the discount rates.

During 2023, the actuarial losses related to the benefit obligations for U.S.

and international plans were primarily related to a decrease in the discount rates.

During 2022 and 2021, the actuarial gains related to the benefit obligations for U.S.

and international plans were primarily related to an increase in the discount rates.

The following tables summarize information related to the company's pension plans with projected and accumulated benefit obligations in excess of the fair value of the plans' assets:

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Notes to Consolidated Financial Statements Table of Contents

We recognized pension settlement losses of $ 6 million in 2023, $ 37 million in 2022, and $ 102 million in 2021 as lump-sum benefit payments from certain U.S.

We recognized pension settlement losses of $ 6 million in 2023 and $ 37 million in 2022 as lump-sum benefit payments from certain U.S.

and international pension plans exceeded the sum of service and interest costs for those plans and led to recognition of settlement losses.

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The target allocations for plan assets, aggregated across U.S.

and international plans, are 24 percent equity securities, 72 percent debt securities, and 4 percent real estate.

Generally, the plan investments are publicly traded, therefore minimizing liquidity risk in the portfolio.

and international plans, are 26 percent in equity securities, 69 percent in debt securities, 4 percent in real estate and 1 percent in other.

Generally, the plan investments are publicly traded;

therefore, minimizing liquidity risk in the portfolio.

The following is a description of the valuation methodologies used for the pension plan assets.

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Mutual funds — — — — 451 — — 451

Private equity funds 3 3

Cash and cash equivalents — — — — 25 — — 25

Insurance contracts 4 4

Real estate — — 3 3 — — 136 136

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Balance at December 31

Accruals include severance costs associated with our company-wide restructuring program.

In 2024, accruals included severance costs associated with contractual termination benefits applicable to officers and employees of Marathon Oil as of the acquisition date.

Of the remaining balance at December 31, 2024, $ 323 million is classified as short-term.

Defined Contribution Plans

employees are eligible to participate in the ConocoPhillips Savings Plan (CPSP).

Employees can contribute up to 75 percent of their eligible pay, subject to statutory limits, in the CPSP to a choice of 17 investment options.

Employees who participate in the CPSP and contribute 1 percent of their eligible pay receive a 6 percent company cash match with a potential company discretionary cash contribution of up to 6 percent.

Effective January 1, 2019, new employees, rehires and employees that elected to opt out of Title II of the ConocoPhillips Retirement Plan are eligible to receive a Company Retirement Contribution (CRC) of 6 percent of eligible pay into their CPSP.

After three years of service with the company, the employee is 100 percent vested in any CRC.

Company contributions charged to expense for the CPSP and predecessor plans were $ 151 million in 2023, $ 140 million in 2022 and $ 93 million in 2021.

employees are eligible to participate in a defined contribution plan.

Company contributions can vary based on employee compensation and contribution elections, whether the employee is accruing benefits in a defined benefit plan and company discretion.

Company contributions charged to expense for U.S.

defined contribution plans were $ 152 million in 2024, $ 151 million in 2023 and $ 140 million in 2022.

We have several defined contribution plans for our international employees, each with its own terms and eligibility depending on location.

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The Human Resources and Compensation Committee of our Board of Directors is authorized to determine the types, terms, conditions and limitations of awards granted.

Awards may be granted in the form of, but not limited to, stock options, restricted stock units and performance share units to employees and non-employee directors who contribute to the company’s continued success and profitability.

Awards may be granted in the form of, but not limited to, stock options, RSUs and performance share units (PSU) to employees and non-employee directors who contribute to the company’s continued success and profitability.

ConocoPhillips 2024 10-K

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Total share-based compensation expense is measured using the grant date fair value for our equity-classified awards and the settlement date fair value for our liability-classified awards.

We recognize share-based compensation expense over the shorter of the service period (i.e., the stated period of time required to earn the award) or, for awards that provide for retirement-based vesting, the period beginning at the start of the service period and ending upon the later to occur of the date when an employee first becomes eligible for retirement or the date that is six months after the grant date (generally the minimum period of time required for an award to not be subject to forfeiture).

Other than certain retention awards, our share-based compensation programs generally provide accelerated vesting (i.e., a waiver of the remaining period of service required to earn an award) for awards held by employees at the time of their retirement.

We recognize share-based compensation expense over the shorter of the service period (i.e., the stated period of time required to earn the award) or, for awards that provide for retirement-based vesting, the period beginning at the start of the service period and ending upon the date when an employee first becomes eligible for retirement vesting under award terms.

Other than certain retention awards, our share-based compensation programs generally provide accelerated vesting in whole or in part (i.e., a waiver of the remaining period of service required to earn an award) for awards held by employees at the time of their retirement.

Some of our share-based awards vest ratably (i.e., portions of the award vest at different times) while some of our awards cliff vest (i.e., all of the award vests at the same time).

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Stock Options —Stock options granted under the provisions of the Omnibus Plan and prior plans permit purchase of our common stock at exercise prices equivalent to the average fair market value of ConocoPhillips common stock on the date the options were granted.

The options have terms of 10 years and generally vest ratably, with one-third of the options awarded vesting and becoming exercisable on each anniversary date following the date of grant.

The options have terms of 10 years and generally vest ratably on the first, second and third anniversaries of the date of grant.

Options awarded to certain employees already eligible for retirement vest within six months of the grant date, but those options do not become exercisable until the end of the normal vesting period.

Beginning in 2018, stock option grants were discontinued and replaced with three-year , time-vested restricted stock units which generally were cash-settled for 2018 and 2019 awards and will be stock-settled beginning with 2020 awards.

Beginning in 2018, stock option grants were discontinued.

The following summarizes our stock option activity for the year ended December 31, 2024:

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At December 31, 2024, all outstanding stock options were fully vested and there was no remaining compensation cost to be recorded.

Stock Unit Programs —Restricted stock units (RSU) granted annually under the provisions of the Omnibus Plan and the general and executive RSU programs vest in one installment on the third anniversary of the grant date.

RSUs granted under the Omnibus Plan for a variable long-term incentive retention program vest ratably in three equal annual installments beginning on the first anniversary of the grant date.

Restricted stock units are also granted ad hoc to attract or retain key personnel, and the terms and conditions under which these restricted stock units vest vary by award.

Stock Unit Programs —RSUs granted annually under the provisions of the Omnibus Plan and the general and executive RSU programs vest in one installment on the third anniversary of the grant date.

RSUs granted under the Omnibus Plan for a variable long-term incentive retention program vest ratably on the first, second and third anniversaries of the grant date.

RSUs are also granted ad hoc to attract or retain key personnel, or assumed as a result of an acquisition, and the terms and conditions under which these RSUs vest vary by award.

ConocoPhillips 2024 10-K

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Stock-Settled

Upon vesting, these restricted stock units are settled by issuing one share of ConocoPhillips common stock per unit.

Units awarded to retirement eligible employees under the general and executive RSU programs vest six months from the grant date;

however, those units are not settled through the issuance of common stock until the earlier of separation from the company or the end of the regularly scheduled vesting period.

Upon vesting, these RSUs are settled by issuing one share of ConocoPhillips common stock per unit.

Units awarded to retirement eligible employees under the general and executive RSU programs may vest earlier;

however, those units are not settled through the issuance of common stock until after the earlier of separation from the company or the end of the regularly scheduled vesting period.

Until issued as stock, most recipients of the RSUs receive a cash payment of a dividend equivalent or an accrued reinvested dividend equivalent that is charged to retained earnings.

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These RSUs, subject to elections to defer, were settled in cash equal to the fair market value of a share of ConocoPhillips common stock per unit on the settlement date and are classified as liabilities on the balance sheet.

Executive RSUs awarded to retirement eligible employees vest six months from the grant date;

however, those units were not settled until the earlier of separation from the company or the end of the regularly scheduled vesting period.

Executive RSUs awarded to retirement eligible employees may vest earlier;

however, those units were not settled until after the earlier of separation from the company or the end of the regularly scheduled vesting period.

Compensation expense was initially measured using the average fair market value of ConocoPhillips common stock and was subsequently adjusted, based on changes in the ConocoPhillips stock price through the end of each subsequent reporting period, through the settlement date.

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The accrued reinvested dividend was paid at the time of settlement, subject to the terms and conditions of the award.

Beginning with executive RSUs granted in 2020, awards will be settled in stock.

There was no cash-settled stock unit activity and no remaining unrecognized compensation cost to be recorded for the unvested cash-settled units for the year ended December 31, 2023.

The total fair value of cash-settled executive RSUs issued during 2022 and 2021 were $ 21 million and $ 20 million, respectively.

Performance Share Program —Under the Omnibus Plan, we also annually grant restricted performance share units (PSUs) to senior management.

There was no cash-settled stock unit activity and no remaining unrecognized compensation cost to be recorded for the unvested cash-settled units for the year ended December 31, 2024 and December 31, 2023.

The total fair value of cash-settled executive RSUs issued during 2022 was $ 21 million.

Performance Share Program —Under the Omnibus Plan, we also annually grant restricted PSUs to senior management.

These PSUs are authorized three years prior to their effective grant date (the performance period).

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Until issued as stock, recipients of the stock-settled PSUs issued prior to 2013 receive a cash payment of a dividend equivalent that is charged to retained earnings.

Beginning in 2013, stock-settled PSUs authorized for future grants will vest, absent employee election to defer, upon settlement following the conclusion of the three-year performance period.

Beginning in 2013, stock-settled PSUs authorized for future grants will vest upon settlement following the conclusion of the three-year performance period.

We recognize compensation expense over the period beginning on the date of authorization and ending on the conclusion of the performance period.

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At December 31, 2024, there was no remaining unrecognized compensation cost to be recorded on the unvested stock-settled performance shares.

The weighted-average grant date fair value of stock-settled PSUs granted during 2022 was $ 91.58 ;

however, there were no stock-settled PSUs granted during 2021.

The total fair value of stock-settled PSUs issued during 2022 and 2021 were $ 21 million and $ 18 million, respectively.

The weighted-average grant date fair value of stock-settled PSUs granted during 2023 and 2022 was $ 112.50 and $ 91.58 , respectively.

The total fair value of stock-settled PSUs issued during 2023 and 2022 was $ 29 million and $ 21 million, respectively.

In connection with and immediately following the separation of our Downstream businesses in 2012, grants of new cash-settled PSUs, subject to a shortened performance period, were authorized.

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Until settlement occurs, recipients of the PSUs receive a cash payment of a dividend equivalent that is charged to compensation expense.

Beginning in 2013, cash-settled PSUs authorized for future grants will vest upon settlement following the conclusion of the three-year performance period.

Beginning in 2013, cash-settled PSUs vest upon settlement following the conclusion of the three-year performance period.

We recognize compensation expense over the period beginning on the date of authorization and ending at the conclusion of the performance period.

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There is no effect on recognition of compensation expense.

Other —In addition to the above active programs, we have outstanding shares of restricted stock and restricted stock units that were either issued as part of our non-employee director compensation program for current and former members of the company’s Board of Directors or as part of an executive compensation program that has been discontinued or acquired as a result of an acquisition.

Other —In addition to the above active programs, we have outstanding shares of restricted stock and RSUs that were either issued as part of our non-employee director compensation program for current and former members of the company’s Board of Directors or as part of an executive compensation program that has been discontinued or assumed as a result of an acquisition.

Generally, the recipients of the restricted shares or units receive a dividend or dividend equivalent.

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629,681 $ 60.22

Not Vested at December 31, 2023

149,270 $ 45.90

At December 31, 2023, the remaining compensation cost from the unvested restricted stock was negligible, which will be recognized over a weighted-average period of 0.01 years.

At December 31, 2024, all outstanding restricted stock and RSUs were fully vested and there was no remaining compensation cost to be recorded.

The weighted-average grant date fair value of awards granted during 2023 and 2022 was $ 115.88 and $ 96.20 , respectively.

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At December 31, 2023, noncurrent assets and liabilities included deferred taxes of $ 255 million and $ 8,813 million, respectively.

Our deferred tax liability increased during 2024 by $ 2.5 billion due to the acquisition of Marathon Oil.

At December 31, 2024, the loss and credit carryforward deferred tax assets were primarily related to U.S.

foreign tax credit carryforwards of $ 3.3 billion and various jurisdictions net operating loss and credit carryforwards of $ 1.6 billion.

If not utilized, U.S.

foreign tax credits and net operating losses will begin to expire in 2024.

In 2024, $ 1.2 billion of U.S.

foreign tax credits expired.

This reduction was partly offset by an increase of $ 700 million in our U.S.

net operating loss, foreign tax credit carryforwards, and other credit carryforwards due to our acquisition of Marathon Oil.

At December 31, 2023, the loss and credit carryforward deferred tax assets were primarily related to U.S.

foreign tax credit carryforwards of $ 4.7 billion and various jurisdictions net operating loss and credit carryforwards of $ 0.9 billion.

ConocoPhillips 2024 10-K

8 unchanged sentences

$ 6,435 7,656 8,049

*Represents changes due to originating deferred tax assets that have no impact to our effective tax rate, acquisitions/dispositions/revisions and the effect of translating foreign financial statements.

*Represents changes due to deferred tax assets that have no impact to our effective tax rate, acquisitions/dispositions/revisions and the effect of translating foreign financial statements.

Valuation allowances have been established to reduce deferred tax assets to an amount that will, more likely than not, be realized.

1 unchanged sentence

foreign tax credit carryforwards, basis differences in our APLNG investment, and certain net operating loss carryforwards for various jurisdictions.

During 2022, the valuation allowance movement charged to earnings primarily relates to the impact of 2022 changes to Norway’s Petroleum Tax System which is partly offset by the U.S.

During 2024, the valuation allowance movement charged to earnings primarily relates to the ability to utilize a portion of ConocoPhillips foreign tax credit carryforwards due to the acquisition of Marathon Oil.

During 2022, the valuation allowance movement charged to earnings primarily related to the impact of 2022 changes to Norway’s Petroleum Tax System which is partly offset by the U.S.

tax impact of the disposition of our CVE common shares.

1 unchanged sentence

Based on our historical taxable income, expectations for the future and available tax-planning strategies, management expects deferred tax assets, net of valuation allowances, will primarily be realized as offsets to reversing deferred tax liabilities.

As a result of the acquisition of Marathon Oil, we utilized foreign tax credits previously offset by a valuation allowance.

During the fourth quarter of 2024, a tax benefit of $ 394 million was recorded as a result of the acquisition and the subsequent utilization of the foreign tax credits.

During the second quarter of 2022, Norway enacted changes to the Petroleum Tax System.

As a result of the enactment, a valuation allowance of $ 58 million was recorded during the second quarter to reflect changes to our ability to realize certain deferred tax assets under the new law.

During 2021, the valuation allowance movement charged to earnings primarily relates to the fair value measurement of our CVE common shares that are not expected to be realized, and the expected realization of certain U.S.

tax attributes associated with our planned disposition of our Indonesia assets.

This is partially offset by Australian tax benefits associated with our impairment of APLNG that we do not expect to be realized.

Other movements are primarily related to valuation allowances on expiring tax attributes.

For more information on our Indonesia disposition see Note 3 .

At December 31, 2024, unremitted income considered to be permanently reinvested in certain foreign subsidiaries and foreign corporate joint ventures totaled approximately $ 5,226 million.

15 unchanged sentences

Notes to Consolidated Financial Statements Table of Contents

The balance of the unrecognized tax benefits decreased in 2024 due to the resolution of certain items with U.S.

and Norwegian taxing authorities.

The balance of our unrecognized tax benefits increased in 2024 primarily due to U.S.

tax credits acquired through our acquisition of Marathon Oil.

The balance of the unrecognized tax benefits decreased in 2023 due to the lapsing of the statute of limitations on certain of our foreign subsidiaries of $ 224 million as well as the closing of our 2018 Canadian domestic audit that resulted in a reduction of $ 92 million.

1 unchanged sentence

As a result, we recognized federal and state tax benefits totaling $ 515 million relating to the recovery of outside tax basis previously offset by a full reserve.

The balance of the unrecognized tax benefits increased in 2021 mainly due to U.S.

tax credits acquired through our Concho acquisition.

See Note 3 and Note 11.

At December 31, 2024, 2023 and 2022, accrued liabilities for interest and penalties totaled $ 26 million, $ 45 million and $ 35 million, respectively, net of accrued income taxes.

Interest and penalties resulted in a reduction to earnings of $ 10 million in 2023, an increase of $ 12 million in 2022 and a reduction to earnings of $ 1 million in 2021.

Interest and penalties resulted in an increase to earnings of $ 19 million in 2024, a reduction to earnings of $ 10 million in 2023 and an increase to earnings of $ 12 million in 2022.

We file tax returns in the U.S.

20 unchanged sentences

State income tax 187 214 405 1.4 1.3 1.4

Enhanced oil recovery credit — ( 37 ) ( 99 ) — ( 0.1 ) ( 0.8 )

Other 18 ( 44 ) ( 75 ) 0.1 ( 0.3 ) ( 0.2 )

Total $ 4,427 5,331 9,548 32.4 % 32.7 33.8

Our effective tax rate for 2024 was driven by our jurisdictional tax rates for this profit mix with a favorable impact from the acquisition of Marathon Oil enabling the utilization of foreign tax credits previously offset by a valuation allowance.

Our effective tax rate for 2023 was driven by our jurisdictional tax rates for this profit mix with a favorable impact from routine tax credits.

4 unchanged sentences

federal and state tax benefits described above.

Our effective tax rate for 2021 was driven by our jurisdictional tax rates for this profit mix with net favorable impacts from routine tax credits and valuation allowance adjustments.

The valuation allowance adjustment is primarily related to the fair value measurement and disposition of our CVE common shares of $ 218 million and the ability to utilize the U.S.

foreign tax credit and capital loss carryforward due to our anticipated disposition of our Indonesia entities of $ 29 million.

This was partially offset by an increase to our valuation allowance related to the tax impact of the impairment of our APLNG investment of $ 206 million for which we do not expect to receive a tax benefit.

ConocoPhillips 2024 10-K

1 unchanged sentence

On August 16, 2022, the U.S.

enacted the Inflation Reduction Act of 2022, which among other things, implements a 15 percent minimum tax on book income of certain large corporations, a 1 percent excise tax on net stock repurchases and several tax incentives to promote lower carbon energy.

Based upon our current analysis, these law changes are not expected to have a material impact to our consolidated financial statements.

enacted the Inflation Reduction Act of 2022, which among other things, implemented a 15 percent minimum tax on book income of certain large corporations, a one percent excise tax on net stock repurchased and several tax incentives to promote lower carbon energy.

These law changes did not have a material impact to our consolidated financial statements.

Note 17—Accumulated Other Comprehensive Income (Loss)

18 unchanged sentences

*Included in the computation of net periodic benefit cost and are presented net of tax expense of:

ConocoPhillips 2023 10-K

Notes to Consolidated Financial Statements Table of Contents

Note 18—Cash Flow Information

2 unchanged sentences

Noncash Investing and Financing Activities

Increase (decrease) in PP&E related to an increase (decrease) in asset retirement obligations $ 727 825 442

Increase (decrease) in PP&E related to an increase (decrease) in asset retirement obligations, excluding acquisitions $ 268 727 825

Fair value of contingent consideration on acquisition — 320

5 unchanged sentences

Short-term investments sold 3,567 3,574 3,102

Investments and long-term receivables purchased ( 867 ) ( 775 ) ( 279 )

Investments and long-term receivables sold 129 90 114

Long-term Investments purchased ( 747 ) ( 867 ) ( 775 )

Long-term Investments sold 201 129 90

$ 415 1,373 ( 2,629 )

Income tax payments increased in 2022 as the company returned to a tax paying position in the U.S.

as well as, increased taxes in Norway, and timing of tax payments in Libya.

For additional information on cash and non-cash changes to our consolidated balance sheet, see Note 3 and Note 13 for the Surmont acquisition and see Note 3 and Note 12 for the Concho acquisition.

For additional information on cash and non-cash changes to our consolidated balance sheet, see Note 3 and Note 12 for our acquisition of Marathon Oil and acquisition of the remaining working interest in Surmont.

ConocoPhillips 2024 10-K

6 unchanged sentences

Other 90 109 72

1,031 933 863

Capitalized ( 248 ) ( 153 ) ( 58 )

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We have long-term commodity sales contracts which use prevailing market prices at the time of delivery, and under these contracts, the market-based variable consideration for each performance obligation (i.e., delivery of commodity) is allocated to each wholly unsatisfied performance obligation within the contract.

Accordingly, we have applied the practical expedient allowed in ASC Topic 606 and do not disclose the aggregate amount of the transaction price allocated to performance obligations or when we expect to recognize revenues that are unsatisfied (or partially unsatisfied) as of the end of the reporting period.

Receivables and Contract Liabilities

2 unchanged sentences

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 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 gas sold under contracts for which NPNS has not been elected compared with trade receivables where NPNS has been elected.

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.

Contract Liabilities from Contracts with Customers

4 unchanged sentences

We expect to recognize the outstanding contract liabilities of $ 45 million as of December 31, 2024, as revenue during the years 2026, 2028 and 2029.

ConocoPhillips 2024 10-K

Notes to Consolidated Financial Statements Table of Contents

Note 22—Earnings Per Share

17 unchanged sentences

Net Income (Loss) Per Share of Common Stock $ 7.81 9.06 14.57

ConocoPhillips 2023 10-K

Notes to Consolidated Financial Statements Table of Contents

Note 23—Segment Disclosures and Related Information

1 unchanged sentence

We manage our operations through six operating segments, which are primarily defined by geographic region:

Europe, Middle East and North Africa;

Asia Pacific;

and Other International.

Corporate and Other represents income and costs not directly associated with an operating segment, such as most interest expense, premiums on early retirement of debt, corporate overhead and certain technology activities, including licensing revenues.

Lower 48 (L48);

Europe, Middle East and North Africa (EMENA);

Asia Pacific (AP);

and Other International (OI).

Corporate and Other (Corporate) represents income and costs not directly associated with an operating segment, such as most interest expense, premiums on early retirement of debt, corporate overhead and certain technology activities, including licensing revenues.

Corporate assets include all cash and cash equivalents and short-term investments.

We evaluate performance and allocate resources based on net income (loss).

Our chief operating decision maker (CODM) is our Chairman of the Board of Directors and Chief Executive Officer, who evaluates performance and allocates resources among our operating segments based on each segment's net income (loss).

This is done through the annual budget and forecasting process.

Segment accounting policies are the same as those in Note 1 .

Intersegment sales are at prices that approximate market.

Analysis of Results by Operating Segment

Millions of Dollars

2023 2022 2021

ConocoPhillips 2024 10-K

Notes to Consolidated Financial Statements Table of Contents

2024 Segment level net income (loss)

Year Ended December 31, 2024 Millions of Dollars

Alaska L48 Canada EMENA AP OI Corporate Consolidated Total

Segment sales and other operating revenues

Sales and other operating revenues $ 6,553 37,028 5,636 5,788 1,847 — 54 56,906

Alaska 7,098 7,905 5,480

Lower 48 38,244 52,921 29,306

Intersegment eliminations — ( 2 ) ( 2,122 ) — — — ( 37 ) ( 2,161 )

Lower 48 38,237 52,903 29,294

Canada 4,873 6,159 4,077

Intersegment eliminations ( 1,867 ) ( 2,445 ) ( 1,583 )

Canada 3,006 3,714 2,494

Europe, Middle East and North Africa 5,854 11,271 5,902

Intersegment eliminations — ( 1 ) —

Europe, Middle East and North Africa 5,854 11,270 5,902

Asia Pacific 1,913 2,606 2,579

Other International — — 4

Corporate and Other 33 96 75

Consolidated sales and other operating revenues* 6,553 37,026 3,514 5,788 1,847 — 17 54,745

Significant segment expenses**

Production and operating expenses 1,951 4,751 902 671 384 — 92 8,751

DD&A 1,299 6,442 639 761 425 — 33 9,599

Income tax provision (benefit) 480 1,462 228 2,854 211 ( 1 ) ( 807 ) 4,427

Total 3,730 12,655 1,769 4,286 1,020 ( 1 ) ( 682 ) 22,777

Other segment items

Equity in earnings of affiliates 1 ( 5 ) — ( 586 ) ( 1,089 ) — ( 26 ) ( 1,705 )

Interest income — — — — ( 8 ) — ( 394 ) ( 402 )

Interest and debt expense — — — — — — 783 783

Other*** 1,496 19,201 1,033 899 200 2 1,216 24,047

Total 1,497 19,196 1,033 313 ( 897 ) 2 1,579 22,723

Net income (loss) $ 1,326 5,175 712 1,189 1,724 ( 1 ) ( 880 ) 9,245

*In 2024, sales by our Lower 48 segment to a certain pipeline company accounted for approximately $ 6.7 billion or approximately 12 percent of our total consolidated sales and other operating revenues.

Millions of Dollars

2023 2022 2021

Depreciation, Depletion, Amortization and Impairments

Alaska $ 1,061 941 1,002

Lower 48 5,729 4,854 4,067

Canada 425 400 392

Europe, Middle East and North Africa 587 735 862

Asia Pacific 455 518 1,483

Other International — — —

Corporate and Other 27 44 76

Consolidated depreciation, depletion, amortization and impairments $ 8,284 7,492 7,882

**The significant segment expense categories and amounts in the table above align with segment-level information that is regularly provided to the CODM.

***Other segment items not required to be separately disclosed for each reportable segment include:

Gain (loss) on disposition:

L48, Canada, EMENA and OI

Other income;

Selling, general and administrative expenses and Exploration expenses:

Alaska, L48, Canada, EMENA, AP, OI and Corporate

Purchased commodities:

Alaska, L48, Canada, EMENA and AP

Alaska, L48, Canada and EMENA

Taxes other than income taxes and Accretion on discounted liabilities:

Alaska, L48, Canada, EMENA, AP and Corporate

Foreign currency transaction (gain) loss:

Canada, EMENA and Corporate

Other expenses:

Alaska, L48, EMENA and Corporate

Other segment disclosures

Year Ended December 31, 2024 Millions of Dollars

Alaska L48 Canada EMENA AP OI Corporate Consolidated Total

Investment in and advances to affiliates $ 3 123 — 1,948 4,977 8 1,551 8,610

Total Assets 18,030 66,977 9,513 9,770 8,390 8 10,092 122,780

Capital expenditures and investments 3,194 6,510 551 1,021 370 — 472 12,118

ConocoPhillips 2024 10-K

Notes to Consolidated Financial Statements Table of Contents

Millions of Dollars

2023 2022 2021

Equity in Earnings of Affiliates

Alaska $ 1 4 5

Lower 48 ( 9 ) ( 14 ) ( 18 )

Europe, Middle East and North Africa 580 780 502

Asia Pacific 1,151 1,310 343

Other International — 1 —

Corporate and Other ( 3 ) — —

Consolidated equity in earnings of affiliates $ 1,720 2,081 832

2023 Segment level net income (loss)

Year Ended December 31, 2023 Millions of Dollars

Alaska L48 Canada EMENA AP OI Corporate Consolidated Total

Segment sales and other operating revenues

Sales and other operating revenues $ 7,098 38,244 4,873 5,854 1,913 — 63 58,045

Intersegment eliminations — ( 7 ) ( 1,867 ) — — — ( 30 ) ( 1,904 )

Consolidated sales and other operating revenues* 7,098 38,237 3,006 5,854 1,913 — 33 56,141

Significant segment expenses**

Production and operating expenses 1,829 4,199 619 593 391 1 61 7,693

DD&A 1,061 5,722 420 587 455 — 25 8,270

Income tax provision (benefit) 642 1,763 26 3,065 42 — ( 207 ) 5,331

Alaska $ 642 885 402

Lower 48 1,763 3,088 1,390

Canada 26 206 150

Europe, Middle East and North Africa 3,065 5,445 2,543

Asia Pacific 42 480 483

Other International — 53 ( 53 )

Corporate and Other ( 207 ) ( 609 ) ( 282 )

Consolidated income tax provision (benefit) $ 5,331 9,548 4,633

Total 3,532 11,684 1,065 4,245 888 1 ( 121 ) 21,294

Other segment items

Equity in earnings of affiliates ( 1 ) 9 — ( 580 ) ( 1,151 ) — 3 ( 1,720 )

Interest income — — — ( 1 ) ( 8 ) — ( 403 ) ( 412 )

Interest and debt expense — — — — — — 780 780

Other*** 1,789 20,083 1,539 1,001 223 12 595 25,242

Total 1,788 20,092 1,539 420 ( 936 ) 12 975 23,890

Net income (loss) $ 1,778 6,461 402 1,189 1,961 ( 13 ) ( 821 ) 10,957

Alaska $ 1,778 2,352 1,386

Lower 48 6,461 11,015 4,932

Canada 402 714 458

Europe, Middle East and North Africa 1,189 2,244 1,167

Asia Pacific 1,961 2,736 453

Other International ( 13 ) ( 51 ) ( 107 )

Corporate and Other ( 821 ) ( 330 ) ( 210 )

Consolidated net income (loss) $ 10,957 18,680 8,079

Investments in and Advances to Affiliates

Alaska $ 32 55 58

Lower 48 118 235 242

Europe, Middle East and North Africa 1,191 1,049 797

Asia Pacific 5,419 6,154 5,603

Other International — — 1

Corporate and Other 1,145 — —

Consolidated investments in and advances to affiliates $ 7,905 7,493 6,701

*In 2023, sales by our Lower 48 segment to a certain pipeline company accounted for approximately $ 5.8 billion or approximately 10 percent of our total consolidated sales and other operating revenues.

**The significant segment expense categories and amounts in the table above align with segment-level information that is regularly provided to the CODM.

***Other segment items not required to be separately disclosed for each reportable segment include:

Gain (loss) on dispositions:

Alaska, L48, AP, OI and Corporate

Other income;

Purchased commodities;

Selling, general and administrative expenses and Exploration expenses:

Alaska, L48, Canada, EMENA, AP, OI and Corporate

L48, Canada and Corporate

Taxes other than income taxes and Accretion on discounted liabilities:

Alaska, L48, Canada, EMENA, AP and Corporate

Foreign currency transaction (gain) loss:

Canada, EMENA, AP and Corporate

Other expenses:

Alaska, L48, EMENA and Corporate

Other segment disclosures

Year Ended December 31, 2023 Millions of Dollars

Alaska L48 Canada EMENA AP OI Corporate Consolidated Total

Investment in and advances to affiliates $ 32 118 — 1,191 5,419 — 1,145 7,905

Total Assets 16,174 42,415 10,277 8,396 8,903 — 9,759 95,924

Capital expenditures and investments 1,705 6,487 456 1,111 354 — 1,135 11,248

ConocoPhillips 2024 10-K

Notes to Consolidated Financial Statements Table of Contents

Millions of Dollars

2023 2022 2021

Alaska $ 16,174 15,126 14,812

Lower 48 42,415 42,950 41,699

Canada 10,277 6,971 7,439

Europe, Middle East and North Africa 8,396 8,263 9,125

Asia Pacific 8,903 9,511 9,840

Other International — — 1

Corporate and Other 9,759 11,008 7,745

Consolidated total assets $ 95,924 93,829 90,661

Capital Expenditures and Investments

Alaska $ 1,705 1,091 982

Lower 48 6,487 5,630 3,129

Canada 456 530 203

Europe, Middle East and North Africa 1,111 998 534

Asia Pacific 354 1,880 390

Other International — — 33

Corporate and Other 1,135 30 53

Consolidated capital expenditures and investments $ 11,248 10,159 5,324

Interest Income and Expense

2022 Segment level net income (loss)

Year Ended December 31, 2022 Millions of Dollars

Alaska L48 Canada EMENA AP OI Corporate Consolidated Total

Segment sales and other operating revenues

Sales and other operating revenues $ 7,905 52,921 6,159 11,271 2,606 — 122 80,984

Intersegment eliminations — ( 18 ) ( 2,445 ) ( 1 ) — — ( 26 ) ( 2,490 )

Consolidated sales and other operating revenues* 7,905 52,903 3,714 11,270 2,606 — 96 78,494

Significant segment expenses**

Production and operating expenses 1,703 3,627 591 590 365 — 130 7,006

DD&A 939 4,865 402 736 518 — 44 7,504

Income tax provision (benefit) 885 3,088 206 5,445 480 53 ( 609 ) 9,548

Total 3,527 11,580 1,199 6,771 1,363 53 ( 435 ) 24,058

Other segment items

Equity in earnings of affiliates ( 4 ) 14 — ( 780 ) ( 1,310 ) ( 1 ) — ( 2,081 )

Interest income — — — ( 1 ) ( 9 ) — ( 185 ) ( 195 )

Alaska $ — — —

Lower 48 — — —

Europe, Middle East and North Africa 1 1 2

Asia Pacific 8 9 9

Other International — — —

Corporate and Other 403 185 22

Interest and debt expense — — — — — — 805 805

Corporate and Other $ 780 805 884

Other*** 2,030 30,294 1,801 3,036 ( 174 ) ( 1 ) 241 37,227

Total 2,026 30,308 1,801 2,255 ( 1,493 ) ( 2 ) 861 35,756

Net income (loss) $ 2,352 11,015 714 2,244 2,736 ( 51 ) ( 330 ) 18,680

*In 2022, no single customer amounted to 10% of our total consolidated sales and other operating revenues.

**The significant segment expense categories and amounts in the table above align with segment-level information that is regularly provided to the CODM.

***Other segment items not required to be separately disclosed for each reportable segment include:

Gain (loss) on dispositions:

Alaska, L48, Canada, AP, OI and Corporate

Other income:

Alaska, L48, EMENA, AP, OI and Corporate

Purchased commodities:

Alaska, L48, Canada, EMENA and AP

Selling, general and administrative expenses:

Alaska, L48, Canada, EMENA, AP, OI and Corporate

Exploration expenses, Impairments, Taxes other than income taxes and Accretion on discounted liabilities:

Alaska, L48, Canada, EMENA, AP and Corporate

Foreign currency transaction (gain) loss:

Canada, EMENA, AP, OI and Corporate

Other expenses:

Alaska, L48, Canada, EMENA and Corporate

Other segment disclosures

Year Ended December 31, 2022 Millions of Dollars

Alaska L48 Canada EMENA AP OI Corporate Consolidated Total

Investment in and advances to affiliates $ 55 235 — 1,049 6,154 — — 7,493

Total Assets 15,126 42,950 6,971 8,263 9,511 — 11,008 93,829

Capital expenditures and investments 1,091 5,630 530 998 1,880 — 30 10,159

ConocoPhillips 2024 10-K

Notes to Consolidated Financial Statements Table of Contents

Sales and Other Operating Revenues by Product

Millions of Dollars

2024 2023 2022

Crude oil $ 39,010 37,833 41,492

4 unchanged sentences

*Includes bitumen and power.

ConocoPhillips 2023 10-K

Notes to Consolidated Financial Statements Table of Contents

Geographic Information

7 unchanged sentences

China 939 952 1,135 1,651 1,635 1,538

Indonesia (3)

Equatorial Guinea 66 — — 1,593 — —

— — 159 — — —

2 unchanged sentences

Norway 2,405 2,408 3,415 3,850 4,489 4,369

Singapore 37 — — — — —

1,796 1,978 6,273 2 2 1

1 unchanged sentence

Worldwide consolidated $ 54,745 56,141 78,494 102,966 77,949 72,359

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

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

** Defined as net PP&E plus equity investments and advances to affiliated companies.

1 unchanged sentence

Note 24—New Accounting Standards

In November 2023, the FASB issued ASU No.

2023-07, “Improvements to Reportable Segment Disclosures” which sets forth improvements to the current segment disclosure requirements in accordance with Topic 280 “Segment Reporting”.

The amendments do not change how we identify our operating segments.

On adoption, the disclosure improvements will be applied retrospectively to prior periods presented.

The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 and early adoption is permitted.

We are currently evaluating the impact of the adoption of this ASU.

In December 2023, the FASB issued ASU No.

2023-09, “Improvements to Income Tax Disclosures” which enhances the disclosure requirements within Topic 740 “Income Taxes”.

The enhancements will impact our financial statement disclosures only and will be applied prospectively with retrospective application permitted.

2023-09, “Improvements to Income Tax Disclosures” which enhances the disclosure requirements within Topic 740 “Income Taxes.” The enhancements will impact our financial statement disclosures only and will be applied prospectively with retrospective application permitted.

The ASU is effective for annual periods beginning after December 15, 2024, and early adoption is permitted.

We are currently evaluating the impact of the adoption of this ASU.

In November 2024, the FASB issued ASU No.

2024-03, “Disaggregation of Income Statement Expenses” to improve the disclosures about a public business entity’s expenses (including purchases of inventory, employee compensation, depreciation, depletion and amortization) in commonly presented expense captions.

The ASU will impact our financial statement disclosures only and will be applied prospectively with retrospective application permitted.

The ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, and early adoption is permitted.

We are currently evaluating the impact of the adoption of this ASU.

ConocoPhillips 2024 10-K

12 unchanged sentences

For example, if prices increase, then our applicable reserve quantities would decline.

At December 31, 2023, approximately 3 percent of our total proved reserves were under PSCs, located in our Asia Pacific/Middle East geographic reporting area, and 7 percent of our total proved reserves were under a variable-royalty regime, located in our Canada geographic reporting area.

At December 31, 2024, approximately three percent of our total proved reserves were under PSCs, located in our Asia Pacific/Middle East and Africa geographic reporting areas, and seven percent of our total proved reserves were under a variable-royalty regime, located in our Canada geographic reporting area.

Reserves Governance

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The technical person primarily responsible for overseeing the processes and internal controls used in the preparation of the company’s reserves estimates is the Manager of Reserves Compliance and Reporting.

This individual holds a master’s degree in petroleum engineering.

This individual holds a master’s degree in reservoir engineering.

He is a member of the Society of Petroleum Engineers with over 20 years of oil and gas industry experience and has held positions of increasing responsibility in reservoir engineering, subsurface and asset management in the U.S.

53 unchanged sentences

• Revisions :

In 2024, upward revisions in Lower 48 were due to development drilling of 298 million barrels and technical revisions of 28 million barrels, partially offset by downward revisions of 114 million barrels for changes in development plans, 23 million barrels due to lower prices and increasing operating costs of 4 million barrels.

An upward revision of 52 million barrels in Africa was due to an increase in development plans in Libya.

In the consolidated operations in Asia Pacific/Middle East, upward revisions of 15 million barrels were primarily due to the project sanction of Bohai Bay Phase 5 in China.

Upward revisions of 5 million barrels in Canada were due to technical revisions.

In Alaska, where future production is constrained by the Trans-Alaska Pipeline System minimum flow limit, updated total North Slope development phasing indicated that the flow limit will be reached later than previously premised, resulting in upward revisions of 22 million barrels.

Further upward revisions in Alaska include development plan changes of 8 million barrels.

These were partially offset by downward revisions due to increasing operating costs of 15 million barrels and 10 million barrels due to technical revisions.

Downward revisions in Europe were due to technical revisions of 3 million barrels and development plan changes of 2 million barrels.

In 2023, upward revisions in Lower 48 were due to development drilling of 161 million barrels and technical revisions in the unconventional plays of 31 million barrels, partially offset by downward revisions of 52 million barrels due to lower prices and 14 million barrels for changes in development plans.

6 unchanged sentences

Upward revisions of 19 million barrels in our consolidated operations in Asia Pacific/Middle East were primarily due to technical revisions.

In 2021, Alaska upward revisions were primarily driven by higher prices.

Downward revisions in Lower 48 were due to development timing for specific well locations from unconventional plays of 203 million barrels and technical revisions of 35 million barrels, partially offset by upward revisions due to higher prices of 115 million barrels and additional infill drilling in the unconventional plays of 71 million barrels.

Upward revisions in Europe were primarily due to higher prices.

In Asia Pacific/Middle East, increases were due to higher prices of 21 million barrels and technical revisions of 16 million barrels.

• Purchases :

In 2024, our acquisition of Marathon Oil resulted in purchases for Lower 48, as well as for Africa, representing reserves in Equatorial Guinea.

Purchases in Alaska represent the acquisition of additional interest in the Kuparuk River and Prudhoe Bay units.

In 2022, crude oil reserve purchases were primarily in Africa, as a result of the acquisition of additional interest in the Libya Waha Concession.

In 2021, Lower 48 purchases were due to the Concho and Shell Permian acquisitions.

• Extensions and discoveries :

In 2024, Lower 48 extensions and discoveries were primarily within unconventional plays in the Permian Basin.

Alaska extensions and discoveries were primarily due to Nuna and other Western North Slope projects.

Extensions and discoveries in Canada were in Montney.

Extensions and discoveries in our equity affiliates were in the Middle East.

In 2023, extensions and discoveries in Alaska were driven primarily by the Willow and Nuna projects.

3 unchanged sentences

Extensions and discoveries in our equity affiliates were in the Middle East.

In 2021, extensions and discoveries in Lower 48 were due to planned development to add specific well locations from the unconventional plays which more than offset the decreases resulting from development plan timing in the revisions category.

ConocoPhillips 2024 10-K

3 unchanged sentences

Canada Europe Asia Pacific/

Middle East Total Consolidated Operations Equity Affiliates* Total

Middle East Africa Total Consolidated Operations Equity Affiliates* Total

Developed and Undeveloped

24 unchanged sentences

Canada Europe Asia Pacific/

Middle East Total Consolidated Operations Equity Affiliates* Total

Middle East Africa Total Consolidated Operations Equity Affiliates* Total

End of 2021 82 334 416 3 9 — 428 33 461

11 unchanged sentences

• Revisions :

In 2024, upward revisions in Lower 48 were due to additional development drilling of 164 million barrels and technical revisions of 52 million barrels.

This was partially offset by development plan changes of 73 million barrels and lower prices impacting 20 million barrels.

In 2023, upward revisions in Lower 48 were due to additional development drilling in the unconventional plays of 86 million barrels and technical revisions of 71 million barrels.

2 unchanged sentences

This was partially offset by increasing operating costs of 38 million barrels.

In 2021, upward revisions in Lower 48 were due to conversion of acquired Concho Permian two-stream contracts to a three-stream (crude oil, natural gas and NGLs) basis, adding 182 million barrels, additional infill drilling in the unconventional plays of 44 million barrels, technical revisions of 21 million barrels and higher prices of 28 million barrels, partially offset by downward revisions related to development timing for specific well locations from unconventional plays of 62 million barrels.

• Purchases :

In 2021, Lower 48 purchases were due to the Shell Permian acquisition.

Purchases in 2024 were due to our acquisition of Marathon Oil, resulting in purchases for Lower 48 as well as in Africa, representing reserves in Equatorial Guinea.

• Extensions and discoveries :

In 2024, Lower 48 extensions and discoveries were primarily within unconventional plays in the Permian Basin.

Extensions and discoveries in our equity affiliates were in the Middle East.

In 2023, extensions and discoveries in Lower 48 were primarily within unconventional plays in the Permian Basin.

2 unchanged sentences

Extensions and discoveries in our equity affiliates were in the Middle East.

ConocoPhillips 2024 10-K

50 unchanged sentences

• Revisions :

In 2024, upward revisions in Lower 48 were due to were due to additional development drilling of 841 BCF, technical revisions of 113 BCF, partly offset by downward revisions of 422 BCF for changes in development plans, 127 BCF due to lower prices and 49 BCF due to increasing operating costs.

Upward revisions in Alaska of 68 BCF were due to updated total North Slope development phasing, as future production of gas is dependent on the Trans-Alaska Pipeline System minimum flow limit, which will be reached later than previously premised.

Further upward revisions in Alaska included 28 BCF from revised development plans and 24 BCF to be consumed in operations.

Offsetting downward revisions from technical revisions and costs were 18 BCF.

In Europe, technical revisions contributed 64 BCF of upward revisions, offset by 17 BCF of development plan changes.

In our equity affiliates, downward revisions were due to lower prices of 81 BCF, partially offset by positive technical revisions of 55 BCF.

In 2023, upward revisions in Lower 48 were due to additional development drilling in the unconventional plays of 502 BCF, technical revisions of 268 BCF, partly offset by lower prices of 211 BCF and development plan downward revisions of 38 BCF.

11 unchanged sentences

In our equity affiliates in Asia Pacific/Middle East, upward revisions were due to higher prices of 423 BCF, changing dynamics and improved prices in the regional LNG spot market of 331 BCF, and technical revisions of 204 BCF, partially offset by downward revisions due to increasing operating costs of 60 BCF.

In 2021, upward revisions in Alaska were due to higher prices of 587 BCF and technical revisions of 128 BCF.

In Lower 48, upward revisions of 614 BCF were due to higher prices, additional infill drilling in the unconventional plays of 277 BCF and technical revisions of 60 BCF, partially offset by downward revisions due to development timing for specific well locations from unconventional plays of 498 BCF and conversion of previously acquired Permian two-stream contracted volumes to a three-stream (crude oil, natural gas and natural gas liquids) basis of 412 BCF.

Upward revisions in Canada were due to higher prices of 29 BCF, partially offset by downward revisions due to technical revisions of 14 BCF.

In Europe, upward revisions were primarily due to higher prices.

Upward revisions in our consolidated operations in Asia Pacific/Middle East were due to technical revisions of 76 BCF, partially offset by price revisions of 16 BCF.

In our equity affiliates in Asia Pacific/Middle East, upward revisions were due to higher prices of 124 BCF and technical and cost revisions of 123 BCF.

• Purchases :

In 2024, our acquisition of Marathon Oil resulted in purchases for Lower 48, as well as for Africa, representing reserves in Equatorial Guinea.

Purchases in Alaska represent the acquisition of additional interest in the Kuparuk River and Prudhoe Bay units.

In 2022, purchases in Africa were a result of the acquisition of additional interest in the Libya Waha Concession.

In our equity affiliates, purchases were due to the acquisition of additional affiliate interest in Asia Pacific.

In 2021, Lower 48 purchases were due to the Concho and Shell Permian acquisitions.

• Extensions and discoveries :

1 unchanged sentence

Canada extensions and discoveries were in Montney.

Extensions and discoveries in our equity affiliates were in the Middle East and Australia.

In 2023, extensions and discoveries in Lower 48 were primarily within unconventional plays in the Permian Basin.

Canada extensions and discoveries were in Montney.

Extensions and discoveries in our equity affiliates were in Australia.

2 unchanged sentences

Extensions and discoveries in our equity affiliates were primarily in the Middle East.

Extensions and discoveries in Canada were primarily driven by ongoing drilling successes in Montney.

In 2023, Lower 48 sales represent the disposition of noncore assets.

1 unchanged sentence

Sales in our consolidated operations in Asia Pacific/Middle East represent the disposition of our Indonesia assets.

In 2021, Lower 48 sales represent the disposition of noncore assets.

ConocoPhillips 2024 10-K

37 unchanged sentences

• Revisions :

In 2024, upward revisions of 125 million barrels due to changes in development timing was partially offset by downward revisions due to price of 7 million barrels.

In 2023, the upward revision of 15 million barrels is primarily due to the impact of price on variable royalties.

In 2022, the impact of variable royalties on price resulted in downward revisions of 30 million barrels, partially offset by upward revisions primarily due to changes in development timing for specific pad locations from the Surmont development program.

In 2021, downward revisions of 64 million barrels were driven by changes in carbon tax costs and 39 million barrels due to changes in development timing for specific pad locations from the Surmont development program, partially offset by upward revisions from price of 53 million barrels.

In 2023, purchases in Canada were a result of the acquisition of the remaining 50 percent working interest in Surmont.

• Extensions and discoveries :

In 2021, extensions and discoveries in Canada were primarily due to planned development to add specific pad locations from the Surmont development program, which more than offset the decrease in the revisions category.

ConocoPhillips 2024 10-K

40 unchanged sentences

*All Equity Affiliate reserves are located in our Asia Pacific/Middle East Region.

Natural gas reserves are converted to barrels of oil equivalent (BOE) based on a 6:1 ratio:

Natural gas reserves are converted to BOE based on a 6:1 ratio:

six MCF of natural gas converts to one BOE.

11 unchanged sentences

End of 2024 2,697

Revisions of 354 MMBOE were predominately driven by progression of development plans in the Lower 48 unconventional plays partially offset by 23 MMBOE due to product price changes across the portfolio.

Extensions and discoveries were largely driven by the addition of 219 MMBOE in Alaska, primarily due to Willow and Nuna projects, 44 MMBOE in the Lower 48 unconventional plays and 39 MMBOE in Canada for Montney development.

The remaining extensions and discoveries were driven by the continued development planned in the other geographic regions, including 10 MMBOE from equity affiliates in Asia Pacific/Middle East.

Revisions of 535 MMBOE were predominately driven by progression of development plans in the Lower 48 unconventional plays, Canada Oil Sands and Libya, partially offset by 31MMBOE due to product price changes across the portfolio.

Purchases of 57 were primarily due to our acquisition of Marathon Oil in Lower 48 and Equatorial Guinea.

Extensions and discoveries were largely driven by the continued development planned in equity affiliates in Asia Pacific/Middle East.

The remaining extensions and discoveries were driven by the continued development planned in the other geographic regions, including Canada, Lower 48 unconventional plays, and Alaska.

Transfers to proved developed reserves were driven by the ongoing development of our assets.

1 unchanged sentence

The remainder of transfers were from development across the other geographic regions.

At December 31, 2023, our PUDs represented 35 percent of total proved reserves, compared with 31 percent at December 31, 2022.

At both December 31, 2024 and 2023, our PUDs represented 35 percent of total proved reserves.

Costs incurred for the year ended December 31, 2024, relating to the development of PUDs were $9.4 billion.

1 unchanged sentence

At the end of 2024, approximately 88 percent of total PUDs were under development or scheduled for development within five years of initial disclosure, including all of our Lower 48 PUDs.

Increases in 2023 to PUDs scheduled for development beyond five years are primarily in Alaska, due to the initial recognition of PUDs associated with the Willow project, a development that is currently underway with production anticipated in 2029 due to its large scale and remote location.

The remaining PUDs to be developed beyond five years are in major development areas which are currently producing and located within our Canada and Asia Pacific/Middle East geographic areas.

The PUDs to be developed beyond five years are in the Willow project in Alaska, a development that is currently underway with production anticipated in 2029 due to its large scale and remote location, as well as in major development areas which are currently producing and located in Canada and in our equity affiliate in Australia.

ConocoPhillips 2024 10-K

Supplementary Data Table of Contents

Results of Operations

10 unchanged sentences

• Other related expenses include inventory fluctuations, foreign currency transaction gains and losses and other miscellaneous expenses.

ConocoPhillips 2023 10-K

Supplementary Data Table of Contents

Results of Operations

2 unchanged sentences

Middle East Africa Other

Areas Total Consolidated Operations Equity Affiliates*

Consolidated operations

14 unchanged sentences

Results of operations $ 1,319 4,989 6,308 732 560 678 95 (1) 8,372 1,436

Equity affiliates

Sales $ — — — — — 822 — — 822

Transfers — — — — — 3,429 — — 3,429

Transportation costs — — — — — — — — —

Other revenues — — — — — 14 — — 14

Total revenues — — — — — 4,265 — — 4,265

Production costs excluding taxes — — — — — 493 — — 493

Taxes other than income taxes — — — — — 1,208 — — 1,208

Exploration expenses — — — — — — — — —

Depreciation, depletion and amortization — — — — — 390 — — 390

Impairments — — — — — — — — —

Other related expenses — — — — — (8) — — (8)

Accretion — — — — — 30 — — 30

— — — — — 2,152 — — 2,152

Income tax provision (benefit) — — — — — 658 — — 658

Results of operations $ — — — — — 1,494 — — 1,494

*All Equity Affiliate activity is located in our Asia Pacific/Middle East Region.

ConocoPhillips 2024 10-K

3 unchanged sentences

Middle East Africa Other

Areas Total Consolidated Operations Equity Affiliates*

Consolidated operations

14 unchanged sentences

Results of operations $ 1,809 5,960 7,769 382 572 842 119 (13) 9,671 1,494

Equity affiliates

Sales $ — — — — — 1,000 — — 1,000

Transfers — — — — — 4,272 — — 4,272

Transportation costs — — — — — — — — —

Other revenues — — — — — 41 — — 41

Total revenues — — — — — 5,313 — — 5,313

Production costs excluding taxes — — — — — 491 — — 491

Taxes other than income taxes — — — — — 1,536 — — 1,536

Exploration expenses — — — — — — — — —

Depreciation, depletion and amortization — — — — — 530 — — 530

Impairments — — — — — — — — —

Other related expenses — — — — — (2) — — (2)

Accretion — — — — — 27 — — 27

— — — — — 2,731 — — 2,731

Income tax provision (benefit) — — — — — 836 — — 836

Results of operations $ — — — — — 1,895 — — 1,895

ConocoPhillips 2023 10-K

Supplementary Data Table of Contents

*All Equity Affiliate activity is located in our Asia Pacific/Middle East Region.

December 31,2022 Millions of Dollars

1 unchanged sentence

Middle East Africa Other

Areas Total Consolidated Operations Equity Affiliates*

Consolidated operations

14 unchanged sentences

Results of operations $ 2,349 10,944 13,293 689 1,293 1,410 105 (51) 16,739 1,895

Equity affiliates

Sales $ — — — — — 745 — — 745

Transfers — — — — — 1,797 — — 1,797

Transportation costs — — — — — — — — —

Other revenues — — — — — 5 — — 5

Total revenues — — — — — 2,547 — — 2,547

Production costs excluding taxes — — — — — 329 — — 329

Taxes other than income taxes — — — — — 824 — — 824

Exploration expenses — — — — — 268 — — 268

Depreciation, depletion and amortization — — — — — 593 — — 593

Impairments — — — — — 718 — — 718

Other related expenses — — — — — 3 — — 3

Accretion — — — — — 17 — — 17

— — — — — (205) — — (205)

Income tax provision (benefit) — — — — — (42) — — (42)

Results of operations $ — — — — — (163) — — (163)

*All Equity Affiliate activity is located in our Asia Pacific/Middle East Region.

ConocoPhillips 2024 10-K

6 unchanged sentences

United States 775 742 711

Canada 17 9 6

Europe 69 64 71

5 unchanged sentences

Delaware Basin Area (Lower 48)* 301 274 258

Greater Prudhoe Area (Alaska)* 66 67 67

Natural Gas Liquids

3 unchanged sentences

United States 294 272 238

Asia Pacific — — —

Total consolidated operations 304 279 244

2 unchanged sentences

Delaware Basin Area (Lower 48)* 144 135 114

Greater Prudhoe Area (Alaska)* 16 17 16

Consolidated operations—Canada 122 81 66

13 unchanged sentences

Delaware Basin Area (Lower 48)* 884 768 752

Greater Prudhoe Area (Alaska)* 35 32 12

*At year-end 2024, 2023 and 2022, the Delaware Basin Area in Lower 48 contained more than 15 percent of our total proved reserves.

At year-end 2021, the Greater Prudhoe Area in Alaska contained more than 15 percent of our total proved reserves.

ConocoPhillips 2024 10-K

164 unchanged sentences

Middle East Africa Other

Areas Total Consolidated Operations Equity Affiliates*

Consolidated operations

5 unchanged sentences

$ 3,203 29,952 33,155 583 647 400 1,198 1 35,984 341

Equity affiliates

Unproved property acquisition $ — — — — — — — — —

Proved property acquisition — — — — — — — — —

— — — — — — — — —

Exploration — — — — — 46 — — 46

Development — — — — — 416 — — 416

$ — — — — — 462 — — 462

Consolidated operations

5 unchanged sentences

$ 1,951 6,925 8,876 3,640 888 432 42 3 13,881 462

Equity affiliates

Unproved property acquisition $ — — — — — — — — —

Proved property acquisition — — — — — 881 — — 881

— — — — — 881 — — 881

Exploration — — — — — 25 — — 25

Development — — — — — 244 — — 244

$ — — — — — 1,150 — — 1,150

Consolidated operations

5 unchanged sentences

$ 1,377 6,341 7,718 574 832 484 111 2 9,721 1,150

Equity affiliates

Unproved property acquisition $ — — — — — — — — —

Proved property acquisition — — — — — — — — —

— — — — — — — — —

Exploration — — — — — 5 — — 5

Development — — — — — 21 — — 21

$ — — — — — 26 — — 26

ConocoPhillips 2023 10-K

Supplementary Data Table of Contents

*All Equity Affiliate activity is located in our Asia Pacific/Middle East Region.

Capitalized Costs

2 unchanged sentences

Middle East Africa Other

Areas Total Consolidated Operations Equity Affiliates*

Consolidated operations

4 unchanged sentences

$ 15,596 60,255 75,851 8,509 3,615 2,528 1,826 — 92,329 4,578

Equity affiliates

Proved property $ — — — — — 11,159 — — 11,159

Unproved property — — — — — 2,263 — — 2,263

— — — — — 13,422 — — 13,422

Accumulated depreciation, depletion and amortization 8,779 8,779

$ — — — — — 4,643 — — 4,643

Consolidated operations

4 unchanged sentences

$ 13,677 37,185 50,862 9,321 4,211 2,590 703 — 67,687 4,643

Equity affiliates

Proved property $ — — — — — 10,823 — — 10,823

Unproved property — — — — — 2,162 — — 2,162

— — — — — 12,985 — — 12,985

Accumulated depreciation, depletion and amortization — — — — — 8,400 — — 8,400

$ — — — — — 4,585 — — 4,585

*All Equity Affiliate activity is located in our Asia Pacific/Middle East Region.

ConocoPhillips 2024 10-K

11 unchanged sentences

Canada Europe Asia Pacific/

Middle East Africa Total

Consolidated operations

Future cash inflows $ 83,793 140,961 224,754 19,937 23,569 11,322 21,562 301,144

Future production costs 39,069 50,757 89,826 8,699 6,576 4,586 1,008 110,695

Future development costs 13,685 21,391 35,076 2,058 3,802 1,458 400 42,794

Future income tax provisions 7,386 13,163 20,549 880 10,140 1,316 18,687 51,572

Future net cash flows 23,653 55,650 79,303 8,300 3,051 3,962 1,467 96,083

10 percent annual discount 11,522 19,329 30,851 2,723 432 1,257 570 35,833

Discounted future net cash flows $ 12,131 36,321 48,452 5,577 2,619 2,705 897 60,250

Equity affiliates

Middle East Africa Total Consolidated Operations Equity Affiliates* Total

Future cash inflows $ 79,396 164,264 243,660 24,685 18,148 10,405 26,592 323,490 51,975 375,465

5 unchanged sentences

Discounted future net cash flows $ 11,363 38,693 50,056 6,779 1,839 2,412 1,643 62,729 8,134 70,863

Total company

Discounted future net cash flows $ 12,131 36,321 48,452 5,577 2,619 12,524 897 70,069

ConocoPhillips 2023 10-K

Supplementary Data Table of Contents

*All Equity Affiliate activity is located in our Asia Pacific/Middle East Region.

Total Discounted future net cash flows for Asia Pacific/Middle East was $10,546.

Millions of Dollars

Canada Europe Asia Pacific/

Middle East Africa Total

Consolidated operations

Future cash inflows $ 94,332 195,605 289,937 13,768 44,942 13,458 27,067 389,172

Future production costs 47,979 63,987 111,966 5,722 7,559 5,582 1,085 131,914

Future development costs 8,501 21,379 29,880 960 4,378 1,159 531 36,908

Future income tax provisions 8,882 23,136 32,018 863 25,416 1,780 23,615 83,692

Future net cash flows 28,970 87,103 116,073 6,223 7,589 4,937 1,836 136,658

10 percent annual discount 13,733 31,191 44,924 1,936 1,827 1,505 746 50,938

Discounted future net cash flows $ 15,237 55,912 71,149 4,287 5,762 3,432 1,090 85,720

Equity affiliates

Middle East Africa Total Consolidated Operations Equity Affiliates* Total**

Future cash inflows $ 83,793 141,307 225,100 19,937 23,569 11,322 21,562 301,490 51,887 353,377

5 unchanged sentences

Discounted future net cash flows $ 12,131 33,312 45,443 5,577 2,619 2,705 897 57,241 9,819 67,060

Total company

Discounted future net cash flows $ 15,237 55,912 71,149 4,287 5,762 16,704 1,090 98,992

ConocoPhillips 2023 10-K

Supplementary Data Table of Contents

*All Equity Affiliate activity is located in our Asia Pacific/Middle East Region.

Total Discounted future net cash flows for Asia Pacific/Middle East was $12,524.

**Certain amounts in Lower 48 have been revised to reflect additional Future cash inflows and Future production costs.

Millions of Dollars

Canada Europe Asia Pacific/

Middle East Africa Total

Consolidated operations

Future cash inflows $ 65,910 125,197 191,107 10,847 21,670 11,583 15,778 250,985

Future production costs 34,444 43,034 77,478 4,960 6,090 4,987 801 94,316

Future development costs 8,033 13,386 21,419 923 3,960 1,314 413 28,029

Future income tax provisions 5,310 13,167 18,477 117 8,345 1,542 13,506 41,987

Future net cash flows 18,123 55,610 73,733 4,847 3,275 3,740 1,058 86,653

10 percent annual discount 7,963 22,290 30,253 1,639 696 930 440 33,958

Discounted future net cash flows $ 10,160 33,320 43,480 3,208 2,579 2,810 618 52,695

Equity affiliates

Middle East Africa Total Consolidated Operations Equity Affiliates* Total

Future cash inflows $ 94,332 195,605 289,937 13,768 44,942 13,458 27,067 389,172 87,644 476,816

5 unchanged sentences

Discounted future net cash flows $ 15,237 55,912 71,149 4,287 5,762 3,432 1,090 85,720 13,272 98,992

Total company

Discounted future net cash flows $ 10,160 $ 33,320 $ 43,480 $ 3,208 $ 2,579 $ 7,810 $ 618 $ 57,695

*All Equity Affiliate activity is located in our Asia Pacific/Middle East Region.

Total Discounted future net cash flows for Asia Pacific/Middle East was $16,704.

ConocoPhillips 2024 10-K

18 unchanged sentences

Discounted future net cash flows at year end $ 62,729 $ 57,241 85,720 $ 8,134 9,819 13,272 $ 70,863 67,060 98,992

*Certain amounts in Consolidated Operations have been revised to reflect adjustments to the discounted future net cash flows.

• The net change in prices and production costs is the beginning-of-year reserve-production forecast multiplied by the net annual change in the per-unit sales price and production cost, discounted at 10 percent.

6 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data