What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-02-17 compared with 2025-02-18 · 355 added, 482 removed, 2624 unchanged (24% of the section changed)

17 unchanged sentences

Note 4 —Investments, Loans and Long-Term Receivables

Note 5 —Investment in Cenovus Energy

Note 5 —Suspended Wells and Exploration Expenses

10 unchanged sentences

Note 17 —Cash Flow Information

Note 19 —Other Financial Information

Note 20 —Related Party Transactions

Note 18 —Sales and Other Operating Revenues

Note 19 —Related Party Transactions

Note 20 —Other Financial Information

Note 21 —Earnings Per Share

17 unchanged sentences

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, 2025.

Ernst & Young LLP has issued an audit report on the company’s internal control over financial reporting as of December 31, 2025, and their report is included herein.

Lance /s/ William L.

Lance William L.

Lance /s/ Andrew M.

Lance Andrew M.

Chief Executive Officer

Executive Vice President and

Chief Financial Officer

Chief Financial Officer and Executive Vice President, Strategy & Commercial

ConocoPhillips 2025 10-K

17 unchanged sentences

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

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.

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 disclosures to which it relates.

ConocoPhillips 2025 10-K

Depreciation, depletion and amortization of proved oil and gas properties, plants and equipment

Description of the Matter At December 31, 2024, the net book value of the Company’s proved oil and gas properties, plants and equipment (PP&E) was $77 billion, and depreciation, depletion and amortization (DD&A) expense was $9.4 billion for the year then ended.

As described in Note 1, under the successful efforts method of accounting, DD&A of PP&E on producing hydrocarbon properties and steam-assisted gravity drainage facilities and certain pipeline and liquified natural gas assets (those which are expected to have a declining utilization pattern) are determined by the unit-of-production method.

Depreciation, depletion and amortization of proved oil and gas properties, plants and equipment associated with the Lower 48 segment

Description of the Matter At December 31, 2025, the net book value of the Company’s proved oil and gas properties, plants and equipment (PP&E) associated with the Lower 48 segment was $47 billion, and depreciation, depletion and amortization (DD&A) expense associated with the Lower 48 segment was $8.1 billion for the year then ended.

As described in Note 1, under the successful efforts method of accounting, DD&A of PP&E on producing hydrocarbon properties and related assets are determined by the unit-of-production method.

The unit-of-production method uses proved oil and gas reserves, as estimated by the Company’s internal reservoir engineers.

Proved oil and gas reserves estimates are based on geological and engineering assessments of in-place hydrocarbon volumes, the production plan, historical extraction recovery and processing yield factors, installed plant operating capacity and approved operating limits.

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 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 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.

Auditing the Lower 48 segment’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 certain 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 the Lower 48 segment 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 associated with the Lower 48 segment.

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.

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

We also tested the accuracy of the DD&A calculation associated with the Lower 48 segment, including comparing the proved oil and gas reserves amounts used in the calculation to the Company’s reserve report.

/s/ Ernst & Young LLP

8 unchanged sentences

In our opinion, ConocoPhillips (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.

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, 2025 and 2024, 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, 2025, and the related notes and our report dated February 17, 2026 expressed an unqualified opinion thereon.

7 unchanged sentences

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

40 unchanged sentences

Diluted 6.35 7.81 9.06

Average Common Shares Outstanding (in thousands)

Weighted-average common shares outstanding (in thousands)

Basic 1,252,042 1,178,920 1,202,757

9 unchanged sentences

Net income (loss) $ 7,988 9,245 10,957

Other comprehensive income (loss)

Other comprehensive income (loss), net of tax:

Defined benefit plans 55 3 55

Prior service credit (cost) arising during the period ( 57 ) — ( 10 )

Reclassification adjustment for amortization of prior service cost (credit) included in net income (loss) ( 38 ) ( 38 ) ( 39 )

Net change ( 95 ) ( 38 ) ( 49 )

Net actuarial gain (loss) arising during the period 81 37 ( 623 )

Reclassification adjustment for amortization of net actuarial losses (gains) included in net income (loss) 65 82 72

Net change 146 119 ( 551 )

Nonsponsored plans* 1 ( 3 ) 5

Income taxes on defined benefit plans ( 49 ) ( 23 ) 178

Defined benefit plans, net of tax 3 55 ( 417 )

Unrealized holding gain (loss) on securities 5 1 13

Reclassification adjustment for (gain) loss included in net income ( 2 ) ( 4 ) ( 1 )

Income taxes on unrealized holding gain (loss) on securities — ( 3 ) 3

Unrealized holding gain (loss) on securities, net of tax 1 13 ( 11 )

Foreign currency translation adjustments 502 ( 760 ) 197

Income taxes on foreign currency translation adjustments — 2 1

Foreign currency translation adjustments, net of tax ( 760 ) 197 ( 622 )

Unrealized gain (loss) on hedging activities — ( 44 ) 62

Income taxes on unrealized gain (loss) on hedging activities 12 ( 16 ) —

Unrealized gain (loss) on hedging activities, net of tax ( 44 ) 62 —

Other comprehensive income (loss), net of tax 562 ( 800 ) 327

Comprehensive income (loss) $ 8,550 8,445 11,284

* Plans for which ConocoPhillips is not the primary obligor—primarily those administered by equity affiliates.

See Notes to Consolidated Financial Statements.

8 unchanged sentences

Accounts and notes receivable (net of allowance of $ 4 and $ 7 , respectively)

Accounts and notes receivable—related parties 74 13

Inventories 1,873 1,809

7 unchanged sentences

Accounts payable $ 6,218 6,044

Accounts payable—related parties 57 34

Short-term debt 1,020 1,035

9 unchanged sentences

Total liabilities 57,452 57,984

Common stock ( 2,500,000,000 shares authorized at $ 0.01 par value) Issued

(2024— 2,250,672,734 shares;

Common stock ( 2,500,000,000 shares authorized at $ 0.01 par value)

Issued (2025— 2,253,518,282 shares;

2024— 2,250,672,734 shares)

27 unchanged sentences

(Gain) loss on dispositions ( 731 ) ( 51 ) ( 228 )

(Gain) loss on investment in Cenovus Energy — — ( 251 )

Other ( 219 ) 130 ( 220 )

12 unchanged sentences

Net sales (purchases) of investments ( 55 ) 415 1,373

Collection of advances/loans—related parties — — 114

Other ( 22 ) 14 ( 63 )

12 unchanged sentences

Cash, cash equivalents and restricted cash at end of period $ 6,916 5,905 5,899

Restricted cash of $ 298 million and $ 264 million is included in the “ Other assets ” line of our Consolidated Balance Sheet as of December 31, 2024 and December 31, 2023, respectively.

Restricted cash of $ 65 million is included in the "Prepaid expenses and other current assets" line of our Consolidated Balance Sheet

as of December 31, 2025.

Restricted cash of $ 354 million and $ 298 million is included in the “Other assets” line of our Consolidated Balance Sheet at December 31, 2025, and December 31, 2024, respectively.

See Notes to Consolidated Financial Statements.

18 unchanged sentences

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

7 unchanged sentences

( 704 ) ( 704 )

Acquisition of Marathon Oil 2 16,037 16,039

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

1 unchanged sentence

Distributed under benefit plans 189 189

Other ( 1 ) 2 1

Balances at December 31, 2024

5 unchanged sentences

( 3,995 ) ( 3,995 )

Variable return of cash ($ 0.60 per share of common stock)

( 704 ) ( 704 )

Acquisition of Marathon Oil 2 16,037 16,039

Repurchase of company common stock ( 5,018 ) ( 5,018 )

13 unchanged sentences

Undivided interests in oil and gas joint ventures, pipelines, natural gas plants and terminals are consolidated on a proportionate basis.

Other securities and investments are generally carried at cost.

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

We manage our operations through five operating segments, defined by geographic region:

Europe, Middle East and North Africa;

Asia Pacific;

and Other International.

and Asia Pacific.

See Note 22 .

59 unchanged sentences

Capitalized interest is added to the cost of the underlying asset and is amortized over the useful lives of the assets in the same manner as the underlying assets.

• Depreciation and Amortization —Depreciation and amortization of PP&E on producing hydrocarbon properties and SAGD facilities and certain pipeline and LNG assets (those which are expected to have a declining utilization pattern), are determined by the unit-of-production method.

• Depreciation and Amortization —Depreciation and amortization of PP&E on producing hydrocarbon properties and SAGD facilities are determined by the unit-of-production method.

Depreciation and amortization of all other PP&E are determined by either the individual-unit-straight-line method or the group-straight-line method (for those individual units that are highly integrated with other units).

35 unchanged sentences

• Taxes Collected from Customers and Remitted to Governmental Authorities —Sales and value-added taxes are recorded net.

• Net Income (Loss) Per Share of Common Stock —Basic net income (loss) per share (EPS) is calculated using the two-class method.

• Net Income (Loss) Per Share of Common Stock —Basic net income (loss) per share is calculated using the two-class method.

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.

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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 exelrcise of securities that would have an antidilutive effect.

Diluted net loss per share does not assume conversion or exercise 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.

5 unchanged sentences

Millions of Dollars

Crude oil and natural gas $ 907 676

Crude oil and products $ 1,000 907

Materials and supplies 873 902

5 unchanged sentences

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.

In the second quarter of 2025, we sold our interests in the Ursa and Europa fields and Ursa Oil Pipeline Company LLC for net proceeds of $ 699 million.

We recognized a $ 274 million before-tax and $ 266 million after-tax gain for this transaction, inclusive of the reduction of our valuation allowance recognized in the first quarter of 2025.

At the time of disposition, these assets, in our Lower 48 segment, had a net carrying value of $ 444 million, comprised of $ 536 million of assets, primarily $ 522 million of PP&E, and $ 92 million of liabilities, primarily related to noncurrent AROs.

For tax-related impacts of this disposition, s ee Note 15.

In the fourth quarter of 2025, we sold Lower 48 assets in the Anadarko basin for net proceeds of $ 1.2 billion, after customary closing adjustments.

At the time of the disposition, these assets had a net carrying value of approximately $ 1.2 billion, comprised primarily of PP&E.

Additionally, during 2025, we sold our interests in other noncore assets in the Lower 48 segment for $ 1.1 billion and recognized a $ 404 million before-tax and $ 310 million after-tax net gain.

Our interests in the disposed assets had an aggregate net carrying value of $ 719 million, comprised of $ 770 million of assets, primarily related to $ 645 million of PP&E and $ 51 million of liabilities related to noncurrent AROs.

Acquisition of Marathon Oil Corporation (Marathon Oil)

1 unchanged sentence

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.

ConocoPhillips 2025 10-K

Notes to Consolidated Financial Statements Table of Contents

Total fair value Millions of Dollars

3 unchanged sentences

Other liabilities incurred*** 17

Total Fair Value (Millions) $ 16,507

Total fair value $ 16,507

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

4 unchanged sentences

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

In the fourth quarter of 2025, 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;

23 unchanged sentences

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.

We have recognized approximately $ 587 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.

1 unchanged sentence

See Note 14 .

ConocoPhillips 2025 10-K

Notes to Consolidated Financial Statements Table of Contents

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.

3 unchanged sentences

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

6 unchanged sentences

Total consideration $ 2,955

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 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 .

For information related to the contingent consideration arrangement, s e e Note 11 .

33 unchanged sentences

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

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

Earnings per share:

Basic net income (loss) $ 14.62 15.18

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 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 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 Surmont and Marathon Oil transactions 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.

2 unchanged sentences

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.

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 in Qatar.

Formation of NFS3 closed during 2023.

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)

2 unchanged sentences

PALNG is reported as an equity method investment in our Corporate and Other segment.

Contingent Payments

We recorded contingent payments related to the previous dispositions of our working interests in the Foster Creek Christina Lake Partnership and western Canada gas assets, and our San Juan assets.

Contingent payments were recorded as (gain) loss on disposition on our consolidated income statement and reflected within our Canada and Lower 48 segments.

In our Canada segment, the contingent payment, calculated and paid quarterly, was $ 6 million CAD for every $1 CAD by which the WCS quarterly average crude oil price exceeded $ 52 CAD per barrel.

In our Lower 48 segment, the contingent payment, paid annually, was calculated monthly at $ 7 million per month when the U.S.

Henry Hub natural gas price was at or above $ 3.20 per MMBTU.

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 and 2022 were $ 7 million and $ 451 million, respectively.

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

In February 2022, we completed the acquisition of an additional 10 percent interest in APLNG from Origin Energy for approximately $ 1.4 billion, after customary adjustments, in an all-cash transaction resulting from the exercise of our preemption right.

This increased our ownership in APLNG to 47.5 percent, with Origin Energy and Sinopec owning

27.5 percent and 25.0 percent, respectively.

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

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.

NFE4 has a 12.5 percent interest in the NFE project and is reported as an equity method investment in our Europe, Middle East and North Africa segment.

Asset Acquisition

In September 2022, we completed the acquisition of an additional working interest in certain Eagle Ford acreage in the Lower 48 segment for cash consideration of $ 236 million after customary adjustments.

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

During 2022, we sold our interests in certain noncore assets in our Lower 48 segment for net proceeds of $ 680 million, with no gain or loss recognized on sale.

At the time of disposition, our interest in these assets had a net carrying value of $ 680 million, consisting of $ 825 million of assets, primarily related to $ 818 million of PP&E, and $ 145 million of liabilities, primarily related to AROs.

In March 2022, we completed the divestiture of our subsidiaries that held our Indonesia assets and operations, and based on an effective date of January 1, 2021, we received net proceeds of $ 731 million after customary adjustments and recognized a $ 534 million before-tax and $ 462 million after-tax gain related to this transaction.

Together, the subsidiaries sold indirectly held our 54 percent interest in the Indonesia Corridor Block PSC and 35 percent shareholding in the Transasia Pipeline Company.

At the time of the disposition, the net carrying value was approximately $ 0.2 billion, excluding $ 0.2 billion of cash and restricted cash.

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, 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.

ConocoPhillips 2025 10-K

7 unchanged sentences

Other investments 94 90

$ 9,869 9,130

Total $ 10,185 9,869

Equity Investments

2 unchanged sentences

• 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.

• QatarEnergy LNG N(3) (N3)— 30 percent owned joint venture with affiliates 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.

• 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.

• QatarEnergy LNG NFE(4) (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 LNG project.

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

28 unchanged sentences

At December 31, 2025, the carrying value of our equity method investment in PALNG was approximately $ 1.6 billion.

N3 is a joint venture that owns an integrated large-scale LNG project located in Qatar.

Investments in Qatar

N3 is a 30 percent owned joint venture in an integrated large-scale LNG project.

We have terminal and pipeline use agreements with Golden Pass LNG Terminal and affiliated Golden Pass Pipeline near Sabine Pass, Texas, intended to provide us with terminal and pipeline capacity for the receipt, storage and regasification of LNG purchased from N3.

2 unchanged sentences

NFE4 has a 12.5 percent interest in the NFE 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 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.

10 unchanged sentences

Notes to Consolidated Financial Statements Table of Contents

Note 5—Investment in Cenovus Energy

In 2022, we sold our remaining 91 million shares of Cenovus Energy (CVE), recognizing proceeds of $ 1.4 billion and a net gain of $ 251 million.

All gains and losses were recognized within "Other income" on our consolidated income statement.

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

Note 5—Suspended Wells and Exploration Expenses

5 unchanged sentences

Reclassifications to proved properties — ( 2 ) ( 285 )

Sales of suspended wells ( 30 ) — —

Charged to dry hole expense ( 36 ) ( 18 ) ( 58 )

11 unchanged sentences

Total 2021-2024 2018-2020 2017 and Prior

WL4-00—Malaysia (1)

West Willow—Alaska (2)

PL891—Norway (1)

West Willow—Alaska (2)

Narwhal Trend—Alaska (1)

9 unchanged sentences

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

We divested certain Lower 48 offshore interests in partner-operated assets, which included $ 30 million of suspended wells costs.

We recognized dry hole expenses of $ 80 million in our Asia Pacific segment, which included $ 36 million related to certain previously suspended wells that were capitalized for a period greater than one year.

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.

1 unchanged sentence

In our Alaska segment, we recorded a before-tax expense of approximately $ 31 million for dry hole costs associated with the Bear-1 exploration well.

In the fourth quarter, we recorded a before-tax expense of $ 129 million for impairment of certain aged, suspended wells associated with Surmont in our Canada segment.

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.

ConocoPhillips 2025 10-K

42 unchanged sentences

2.4 % Notes due 2025

3.35 % Notes due 2024

2.4 % Notes due 2025

8.2 % Debentures due 2025

41 unchanged sentences

5.65 % Notes due 2065

Marine Terminal Revenue Refunding Bonds due 2031 at 1.23 % – 5.05 % during 2025 and 1.78 % – 4.80 % during 2024

ConocoPhillips 2025 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 1.23 % – 5.05 % during 2025 and 1.78 % – 4.22 % during 2024

12 unchanged sentences

The principal amounts of long-term debt, excluding finance lease obligations, maturing in 2026 through 2030 are:

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

$ 713 million, of which $ 600 million are municipal bonds we intend to remarket, $ 786 million, $ 670 million, $ 992 million and $ 1,599 million, respectively.

In 2025, the company retired $ 0.7 billion principal amount of debt at maturity, consisting of $ 0.2 billion of our 3.35 % Notes, $ 0.4 billion of our 2.4 % Notes and $ 0.1 billion of our 8.2 % Debentures.

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

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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.

56 unchanged sentences

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.

In the third quarter of 2023, we issued $ 2.7 billion in new Notes through our universal shelf registration statement and prospectus supplement.

The net proceeds were used to fund the acquisition of the remaining 50 percent working interest in Surmont which closed in October 2023.

The following Notes were issued:

• 5.05 % Notes due 2033 with principal of $ 1.0 billion

• 5.55 % Notes due 2054 with principal of $ 1.0 billion

• 5.70 % Notes due 2063 with principal of $ 0.7 billion

In the second quarter of 2023, as described further below, we initiated and completed two concurrent transactions as part of our debt refinancing strategy.

We issued $ 1.1 billion in new Notes through our universal shelf registration statement and prospectus supplement and used the proceeds to repurchase $ 1.1 billion of existing debt.

Debt Issuance

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

Repurchase Tender Offers

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

We paid $ 33 million below face value to repurchase these debt instruments and recognized a gain on debt extinguishment of $ 27 million, which is included in the "Other expenses" line on our consolidated income statement.

• 2.125 % Notes due 2024 with principal of $ 900 million (partial repurchase of $ 439 million)

• 3.350 % Notes due 2024 with principal of $ 426 million (partial repurchase of $ 160 million)

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

Revolving Credit Facility and Credit Rating Information

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

In February 2025, we refinanced our revolving credit facility maintaining a total aggregate principal amount of $ 5.5 billion and extended the expiration to February 2030.

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.

7 unchanged sentences

Commercial paper is generally limited to maturities of 90 days and is included in short-term debt on our consolidated balance sheet.

With no commercial paper outstanding and no direct borrowings or letters of credit, we had access to $ 5.5 billion in available borrowing capacity under our revolving credit facility at December 31, 2024 and December 31, 2023.

For information on Finance Leases, see Note 13 .

6 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, 2025 and 2024, 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 2025 10-K

Notes to Consolidated Financial Statements Table of Contents

Note 8—Guarantees

4 unchanged sentences

APLNG Guarantees

At December 31, 2024, we had outstanding multiple guarantees in connection with our 47.5 percent ownership interest in APLNG.

At December 31, 2025, we had multiple outstanding guarantees in connection with our 47.5 percent ownership interest in APLNG.

The following is a description of the guarantees with values calculated utilizing December 2025 exchange rates:

• During the third quarter of 2016, we issued a guarantee to facilitate the withdrawal of our pro-rata portion of the funds in a project finance reserve account.

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

We estimate the remaining term of this guarantee to be five 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.

8 unchanged sentences

At December 31, 2025, the carrying value of these guarantees was approximately $ 35 million.

QatarEnergy LNG Limited Guarantee

QatarEnergy LNG Limited Guarantees

We have guaranteed our portion of certain fiscal and other joint venture obligations as a shareholder in NFE4 and NFS3.

This guarantee has an approximate 30 -year term with no maximum limit.

At December 31, 2024, the carrying value of this guarantee was approximately $ 14 million.

These guarantees have an approximate 30 -year term with no maximum limit.

At December 31, 2025, the carrying value of these guarantees 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.

These guarantees have two years remaining, and the maximum potential future payments related to these guarantees is approximately $ 116 million.

At December 31, 2025, the carrying value of these guarantees was approximately $ 4 million.

ConocoPhillips 2024 10-K

Notes to Consolidated Financial Statements Table of Contents

Other Guarantees

1 unchanged sentence

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.

At December 31, 2025, there was no liability recognized for these guarantees.

Indemnifications

1 unchanged sentence

These agreements include indemnifications for taxes and environmental liabilities.

The carrying amount recorded for these indemnifications at December 31, 2024, was approximately $ 20 million.

The carrying amount recorded for these indemnifications at December 31, 2025, was

ConocoPhillips 2025 10-K

Notes to Consolidated Financial Statements Table of Contents

approximately $ 30 million.

Those related to environmental issues have terms that are generally indefinite, and the maximum amounts of future payments are generally unlimited.

22 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.

8 unchanged sentences

Some of these environmental obligations are mitigated by indemnifications made by others for our benefit, and some of the indemnifications are subject to dollar limits and time limits.

We are currently participating in environmental assessments and cleanups at numerous federal Superfund and comparable state and international sites.

We are currently participating in environmental assessments and cleanups at numerous federal Superfund and other comparable state and international sites.

After an assessment of environmental exposures for cleanup and other costs, we make accruals on an undiscounted basis (except those acquired in a purchase business combination, which we record on a discounted basis) for planned investigation and remediation activities for sites where it is probable future costs will be incurred and these costs can be reasonably estimated.

2 unchanged sentences

See Note 6 for a summary of our accrued environmental liabilities.

ConocoPhillips 2025 10-K

Notes to Consolidated Financial Statements Table of Contents

Litigation and Other Contingencies

13 unchanged sentences

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.

Separate arbitrations before the ICC resulted in additional awards against Petróleos de Venezuela, S.A.

( PDVSA) and three of its affiliates, including an award for approximately $ 2 billion plus interest, for the Petrozuata and Hamaca projects, and a $ 33 million award, for the Corocoro project, plus interest.

Cumulatively, as of December 31, 2025, the company has received approximately $ 794 million in connection with the first ICC award.

Collection actions for all three awards are ongoing.

2 unchanged sentences

against Venezuela.

ConocoPhillips 2024 10-K

Notes to Consolidated Financial Statements Table of Contents

Beginning in 2017, governmental and other entities in several states/territories in the U.S.

have filed lawsuits against oil and gas companies, including ConocoPhillips, seeking compensatory damages and equitable relief to abate alleged climate change impacts.

Beginning in 2017, governmental entities and individuals in several states/territories in the U.S.

have filed lawsuits against oil and gas companies, including ConocoPhillips, seeking compensatory damages and equitable relief to abate alleged climate change related impacts.

Additional lawsuits with similar allegations are expected to be filed.

3 unchanged sentences

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.

Accordingly, the federal district courts have issued remands to state court.

Because Plaintiffs’ SLCRMA theories are unprecedented, there is uncertainty about these claims (both as to scope and damages) and we continue to evaluate our exposure in these lawsuits.

Because Plaintiffs’ SLCRMA theories are unprecedented, there is uncertainty about these claims (both as to scope and damages), and we continue to evaluate our exposure in these lawsuits while assessing options for early resolution.

In October 2020, the Bureau of Safety and Environmental Enforcement (BSEE) ordered the prior owners of Outer Continental Shelf (OCS) Lease P-0166, including ConocoPhillips, to decommission the lease facilities, including two offshore platforms located near Carpinteria, California.

This order was sent after the current owner of OCS Lease P-0166 relinquished the lease and abandoned the lease platforms and facilities.

BSEE’s order to ConocoPhillips is premised on its connection to Phillips Petroleum Company, a legacy company of ConocoPhillips, which held a historical 25 percent interest in this lease and operated these facilities but sold its interest over 30 years ago.

ConocoPhillips continues to evaluate its exposure in this matter.

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.

ConocoPhillips 2025 10-K

Notes to Consolidated Financial Statements Table of Contents

In July 2021, a federal securities class action was filed against Concho Resources Inc.

(Concho), certain of Concho’s officers, and ConocoPhillips as Concho’s successor in the United States District Court for the Southern District of Texas.

On October 21, 2021, the court issued an order appointing Utah Retirement Systems and the Construction Laborers Pension Trust for Southern California as lead plaintiffs (Lead Plaintiffs).

2 unchanged sentences

On June 23, 2023, the court denied defendants’ motion as to most defendants including Concho/ConocoPhillips.

On April 7, 2025, the court certified a class.

We believe the allegations in the action are without merit and are vigorously defending this litigation.

ConocoPhillips is involved in pending disputes with commercial counterparties relating to the propriety of its force majeure notices following Winter Storm Uri in 2021.

We believe these claims are without merit and are vigorously defending them.

ConocoPhillips is involved in a pending dispute with commercial counterparties relating to the propriety of its force majeure notices following Winter Storm Uri in 2021.

We believe this claim is without merit and we are vigorously defending the dispute.

Long-Term Unconditional Purchase Obligations and Commitments, Including Throughput and Take-or-Pay Agreements

We have certain throughput agreements and take-or-pay agreements in support of financing arrangements.

The agreements typically provide for natural gas or crude oil transportation and LNG purchase commitments.

The fixed and determinable portion of the remaining estimated payments under these various agreements as of December 31, 2024 are:

The agreements are primarily related to LNG offtake purchase commitments.

The fixed and determinable portion of the remaining estimated payments under these various agreements as of December 31, 2025 is:

2026—$ 7 million;

4 unchanged sentences

and 2031 and after—$ 23 billion.

Generally, variable components of these obligations include commodity futures prices and inflation rates.

Generally, variable components of these obligations include commodity futures prices and estimated future inflation rates.

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 these agreements were $ 25 million in 2025, $ 24 million in 2024 and $ 26 million in 2023.

ConocoPhillips 2024 10-K

Notes to Consolidated Financial Statements Table of Contents

Note 10—Derivative and Financial Instruments

15 unchanged sentences

Other liabilities and deferred credits 100 83

ConocoPhillips 2025 10-K

Notes to Consolidated Financial Statements Table of Contents

The gains (losses) from commodity derivatives included in our consolidated income statement are presented in the following table:

9 unchanged sentences

Basis ( 17 ) —

ConocoPhillips 2024 10-K

Notes to Consolidated Financial Statements Table of Contents

Interest Rate Derivative Instruments

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.

In 2024, PALNG dedesignated a portion of the interest rate swaps as a cash flow hedge and the remaining portion was dedesignated during the first quarter of 2025.

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

For the years ended December 31, 2025 and 2024, we recognized gains of $ 18 million and $ 35 million, respectively, in "Equity in earnings of affiliates" related to these swaps.

For the year ended December 31, 2025, unrealized gains/losses recognized in other comprehensive income (loss) related to these swaps was nil.

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

Financial Instruments

18 unchanged sentences

Collateralized debt securities.

ConocoPhillips 2025 10-K

Notes to Consolidated Financial Statements Table of Contents

The following investments are carried on our consolidated balance sheet at cost, plus accrued interest and the table reflects remaining maturities at December 31, 2025 and 2024:

12 unchanged sentences

1,198 260 — —

ConocoPhillips 2024 10-K

Notes to Consolidated Financial Statements Table of Contents

$ 6,497 5,605 31 12

The following investments in debt securities classified as available for sale are carried at fair value on our consolidated balance sheet at December 31, 2025 and 2024:

10 unchanged sentences

Government Agency Obligations

Foreign Government Obligations 4 7 12 4

Foreign Government

Obligations 9 4 9 12

Asset-backed Securities 18 33 263 205

1 unchanged sentence

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 four years.

Investments and long-term receivables have remaining maturities that vary from greater than one year through 13 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:

ConocoPhillips 2025 10-K

Notes to Consolidated Financial Statements Table of Contents

Millions of Dollars

9 unchanged sentences

$ 1,592 1,548 1,601 1,551

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.

2 unchanged sentences

The cost of securities sold and redeemed is determined using the specific identification method.

ConocoPhillips 2024 10-K

Notes to Consolidated Financial Statements Table of Contents

Financial instruments potentially exposed to concentrations of credit risk consist primarily of cash equivalents, short-term investments, long-term investments in debt securities, OTC derivative contracts and trade receivables.

Our cash equivalents and short-term investments are placed in high-quality commercial paper, government money market funds, U.S.

Our cash equivalents and short-term investments could be placed in high-quality commercial paper, government money market funds, U.S.

government and government agency obligations, time deposits with major international banks and financial institutions, high-quality corporate bonds, foreign government obligations and asset-backed securities.

Our long-term investments in debt securities are placed in high-quality corporate bonds, asset-backed securities, U.S.

government and government agency obligations, foreign government obligations, and time deposits with major international banks and financial institutions.

government and government agency obligations and foreign government obligations.

The credit risk from our OTC derivative contracts, such as forwards, swaps and options, derives from the counterparty to the transaction.

10 unchanged sentences

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 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.

The aggregate fair value of all derivative instruments with such credit risk-related contingent features that were in a liability position at December 31, 2025 and 2024, was $ 73 million and $ 70 million, respectively.

For these instruments, no collateral was posted at December 31, 2025 and 2024.

If our credit rating had been downgraded below investment grade at December 31, 2025, we would have been required to post $ 32 million of additional collateral, either with cash or letters of credit.

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Level 3 commodity derivative activity was not material for all periods presented.

• Level 3 liabilities include the fair value of future quarterly contingent payments to Total Energies EP Canada Ltd.

in connection with the acquisition of the remaining 50 percent working interest in Surmont.

Contingent consideration consists of payments up to approximately $ 0.4 billion CAD over a five-year term ending in the fourth quarter of 2028.

The contingent payments represent $ 2.0 million for every dollar that the monthly WCS average pricing exceeds $ 52 per barrel.

The terms include adjustments related to not achieving certain production targets.

The fair value of the contingent consideration as of December 31, 2024 is calculated using the income approach and is largely based on the estimated commodity price outlook using a combination of external pricing service companies' and our internal price outlook (unobservable input) and a discount rate consistent with those used by principal market participants (observable input).

Impact of other unobservable inputs on the fair value as of December 31, 2024 was not significant.

• Level 3 liabilities include the fair value of future quarterly contingent payments associated with the Surmont acquisition.

In October 2023, we completed our acquisition of the remaining 50 percent working interest in Surmont, an asset in our Canada segment, from TotalEnergies EP Canada Ltd.

The consideration for the acquisition included a contingent consideration arrangement requiring payment of 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 undiscounted amount we could pay under this arrangement was up to $ 0.3 billion USD at closing.

The following table summarizes the fair value hierarchy for gross financial assets and liabilities (i.e., unadjusted where the right of setoff exists for commodity derivatives accounted for at fair value on a recurring basis):

10 unchanged sentences

Notes to Consolidated Financial Statements Table of Contents

For the year ended December 31, 2025, we have made payments of $ 80 million, and $ 237 million in total under the contingent consideration arrangement since the date of the Surmont acquisition, included in the "Other" line within the financing activities section of our consolidated statement of cash flows.

As of December 31, 2025, the fair value of the contingent consideration liability was zero due to the commodity price outlook over the remaining term.

The range and arithmetic average of the significant unobservable input used in the Level 3 fair value measurement was as follows:

Fair Value (Millions of

Dollars) Valuation

4 unchanged sentences

December 31, 2024 145 $ 48.63 - $ 57.53 ($ 53.38 )

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

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

The following table summarizes those commodity derivative balances subject to the right of setoff as presented on our consolidated balance sheet.

13 unchanged sentences

Liabilities 480 — 480 278 202 73 129

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.

At December 31, 2025 and 2024, we did not present any amounts gross on our consolidated balance sheet where we had the right of setoff.

Reported Fair Values of Financial Instruments

45 unchanged sentences

Since inception of our current program, shares repurchased totaled 486 million shares at a cost of $ 39.3 billion through the end of December 2025.

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 2025 10-K

6 unchanged sentences

For additional information about guarantees, see Note 8 .

For those leasing arrangements where the underlying asset is not yet constructed, the company does not control the asset during construction.

There are no significant restrictions imposed on us by the lease agreements with regard to dividends, asset dispositions or borrowing ability.

1 unchanged sentence

Certain contractual arrangements may contain both lease and non-lease components.

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;

Only the lease components of these contractual arrangements are subject to the provisions of ASC Topic 842, “Leases,” 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, except for crude oil and LNG Vessels.

12 unchanged sentences

In this circumstance, we would recognize both the right-of-use asset and corresponding lease liability on our consolidated balance sheet on a proportional basis consistent with our undivided interest ownership in the related joint venture.

The company has historically recorded finance lease assets and liabilities associated with certain oil and gas joint ventures on a proportional basis pursuant to accounting guidance applicable prior to the adoption date of ASC 842.

In accordance with the transition provisions of ASC Topic 842, and since we have elected to adopt the package of optional transition-related practical expedients, the historical accounting treatment for these leases has been carried forward and is subject to reconsideration upon the modification or other required reassessment of the arrangements prior to lease term expiration.

62 unchanged sentences

Total lease liabilities $ 950 801

As of December 31, 2025 and December 31, 2024, the company had approximately $ 1 billion and nil in future undiscounted cash flows for leases not yet commenced related to time-chartered LNG vessels in support of future LNG offtake, respectively.

ConocoPhillips 2025 10-K

55 unchanged sentences

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 2025, the actuarial losses related to the benefit obligations for U.S.

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

plans were primarily related to a decrease in the discount rate and an increase in compensation and benefits.

In addition, international plans recognized actuarial gains due to higher discount rates and lower inflation rate assumptions.

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

ConocoPhillips 2025 10-K

Notes to Consolidated Financial Statements Table of Contents

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:

7 unchanged sentences

Fair value of plan assets — 9 199 6

ConocoPhillips 2024 10-K

Notes to Consolidated Financial Statements Table of Contents

Included in accumulated other comprehensive income (loss) at December 31 were the following before-tax amounts that had not been recognized in net periodic benefit cost:

9 unchanged sentences

Net gain (loss) arising during the period $ 5 34 3 83 3 ( 5 )

Amortization of actuarial loss included in income (loss)* 8 57 18 67 — ( 3 )

Amortization of actuarial (gain) loss included in income (loss)* 15 47 8 57 ( 1 ) —

Net change during the period $ 20 81 11 140 2 ( 5 )

Prior service credit (cost) arising during the period $ — 2 — ( 57 ) 2 —

Amortization of prior service (credit) included in income (loss) — — — — ( 38 ) ( 38 )

Amortization of prior service cost (credit) included in income (loss) — 3 — — ( 24 ) ( 38 )

Net change during the period $ — 5 — ( 57 ) ( 22 ) ( 38 )

1 unchanged sentence

The components of net periodic benefit cost of all defined benefit plans are presented in the following table:

ConocoPhillips 2025 10-K

Notes to Consolidated Financial Statements Table of Contents

Millions of Dollars

11 unchanged sentences

The components of net periodic benefit cost, other than the service cost component, are included in the “ Other expenses ” line item on our consolidated income statement.

ConocoPhillips 2024 10-K

Notes to Consolidated Financial Statements Table of Contents

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.

We recognized a pension settlement loss of $ 5 million in 2025, a gain of $ 1 million in 2024, and a loss of $ 6 million in 2023 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 gains or losses.

In determining net pension and other postretirement benefit costs, we amortize prior service costs on a straight-line basis over the average remaining service period of employees expected to receive benefits under the plan.

16 unchanged sentences

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

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

and international plans, are 28 percent in equity securities, 68 percent in debt securities and 4 percent in real estate.

Generally, the plan investments are publicly traded;

5 unchanged sentences

If there have been no market transactions in a particular fixed income security, its fair value is calculated by pricing models that benchmark the security against other securities with actual market prices.

When observable quoted market prices are not available, fair value is based on pricing models that use something other than actual market prices (e.g., observable inputs such as benchmark yields, reported trades and issuer spreads for similar securities), and these securities are categorized in Level 3 of the fair value hierarchy.

When observable quoted market prices are not available, fair value is based on pricing models that use something other than actual

ConocoPhillips 2025 10-K

Notes to Consolidated Financial Statements Table of Contents

market prices (e.g., observable inputs such as benchmark yields, reported trades and issuer spreads for similar securities), and these securities are categorized in Level 3 of the fair value hierarchy.

• Fair values of investments in common/collective trusts are determined by the issuer of each fund based on the fair value of the underlying assets.

8 unchanged sentences

• Fair values of real estate investments are valued using real estate valuation techniques and other methods that include reference to third-party sources and sales comparables where available.

ConocoPhillips 2024 10-K

Notes to Consolidated Financial Statements Table of Contents

• A portion of U.S.

5 unchanged sentences

No future company contributions are required and no new benefits are being accrued under this insurance annuity contract.

ConocoPhillips 2025 10-K

Notes to Consolidated Financial Statements Table of Contents

The fair values of our pension plan assets at December 31, by asset class were as follows:

3 unchanged sentences

Equity securities

$ 5 — — 5 — — — —

International 1 — — 1 1 — — 1

32 unchanged sentences

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

11 unchanged sentences

**Excludes the participating interest in the insurance annuity contract with a net asset of $ 42 million and net receivables related to security transactions of $ 5 million.

Level 3 activity was not material for all periods.

Level 3 activity was not material for all periods presented.

Our funding policy for U.S.

13 unchanged sentences

2031–2035 628 799 52

Restructuring Costs

During 2025, we announced certain restructuring initiatives and reduced our overall employee workforce, resulting in associated severance expense of $ 286 million, with $ 214 million reported as “ Production and operating expenses ” and $ 72 million reported as “Selling, general and administrative expenses” on the consolidated income statement.

Approximately $ 43 million was in Alaska, $ 87 million in Lower 48, $ 29 million in Canada, $ 48 million in Europe, Middle East and North Africa, $ 7 million in Asia Pacific and $ 72 million in Corporate and Other.

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

The following table summarizes our severance accrual activity:

4 unchanged sentences

Benefit payments ( 320 ) ( 9 ) ( 20 )

Foreign currency translation adjustment 2 — —

Balance at December 31 **

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

*Partner recoveries of $ 73 million are accrued as receivables as of December 31, 2025.

The expenses in our consolidated income statement are presented net of this amount.

**Of the remaining balance at December 31, 2025, $ 300 million is classified as short-term.

8 unchanged sentences

The 2023 Omnibus Stock and Performance Incentive Plan of ConocoPhillips (Omnibus Plan) was approved by shareholders in May 2023, replacing similar prior plans and providing that no new awards shall be granted under the prior plans.

Over its 10-year life, the Omnibus Plan allows the issuance of up to 36 million shares of our common stock for compensation to our employees and directors, but the available shares (i) are reduced by awards granted under the prior plan between the board adoption date (February 15, 2023) and the shareholder approval date (May 16, 2023) and (ii) are increased by any shares of common stock represented by awards granted under the Omnibus Plan or the prior plans that are forfeited, expire or are cancelled without delivery of shares of common stock or which result in the forfeiture of shares of common stock back to the company, excluding shares surrendered in payment of the exercise of a stock option or stock appreciation right, shares not issued in connection with the stock settlement of a stock appreciation right, or shares reacquired by the company using cash proceeds from the exercise of a stock option.

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, RSUs and performance share units (PSU) to employees and non-employee directors who contribute to the company’s continued success and profitability.

ConocoPhillips 2025 10-K

Notes to Consolidated Financial Statements Table of Contents

are forfeited, expire or are cancelled without delivery of shares of common stock or which result in the forfeiture of shares of common stock back to the company, excluding shares surrendered in payment of the exercise of a stock option or stock appreciation right, shares not issued in connection with the stock settlement of a stock appreciation right, or shares reacquired by the company using cash proceeds from the exercise of a stock option.

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

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.

20 unchanged sentences

Exercised ( 1,086,350 ) 38.71 60

Expired or cancelled — —

Outstanding at December 31, 2025

6 unchanged sentences

The aggregate intrinsic value of options exercised was $ 63 million in 2024 and $ 58 million in 2023.

During 2024, we received $ 83 million in cash and realized a tax benefit of $ 13 million from the exercise of options.

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

During 2025, we received $ 15 million in cash and $ 27 million in cashless exercises and realized a tax benefit of $ 13 million from the exercise of options.

At December 31, 2025, all outstanding stock options were fully vested with no remaining compensation cost to be recorded.

ConocoPhillips 2025 10-K

Notes to Consolidated Financial Statements Table of Contents

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.

1 unchanged sentence

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

Notes to Consolidated Financial Statements Table of Contents

Stock-Settled

5 unchanged sentences

The grant date fair market value of RSUs that do not receive a dividend equivalent while unvested is deemed equal to the average ConocoPhillips stock price on the grant date, less the net present value of the estimated dividends that will not be received.

The following summarizes our stock-settled stock RSU activity for the year ended December 31, 2024:

The following summarizes our stock-settled RSU activity for the year ended December 31, 2025:

Stock Units Weighted-Average

13 unchanged sentences

The total fair value of stock-settled RSUs issued during 2024 and 2023 was $ 410 million and $ 284 million, respectively.

Cash-settled executive RSUs granted in 2018 and 2019 replaced the stock option program.

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 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.

Recipients received an accrued reinvested dividend equivalent that was charged to compensation expense.

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

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.

ConocoPhillips 2025 10-K

Notes to Consolidated Financial Statements Table of Contents

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

1 unchanged sentence

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

ConocoPhillips 2024 10-K

Notes to Consolidated Financial Statements Table of Contents

Stock-Settled

5 unchanged sentences

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 upon settlement following the conclusion of the three-year performance period.

Beginning in 2013, stock-settled PSUs authorized for future grants 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.

7 unchanged sentences

Granted 4,737 100.90

Forfeited — —

Issued ( 193,286 ) 52.05 $ 18

14 unchanged sentences

For performance periods beginning before 2018, during the performance period, recipients of the PSUs do not receive a cash payment of a dividend equivalent, but after the performance period ends, until settlement in cash occurs, recipients of the PSUs receive a cash payment of a dividend equivalent that is charged to compensation expense.

For the performance periods beginning in 2018 or later, recipients of the PSUs receive an accrued reinvested dividend equivalent that is charged to compensation expense.

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

For the performance

ConocoPhillips 2025 10-K

Notes to Consolidated Financial Statements Table of Contents

periods beginning in 2018 or later, recipients of the PSUs receive an accrued reinvested dividend equivalent that is charged to compensation expense.

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

The following summarizes our cash-settled Performance Share Program activity for the year ended December 31, 2025:

8 unchanged sentences

77,625 $ 94.00

At December 31, 2024, all outstanding cash-settled performance awards were fully vested and there was no remaining compensation cost to be recorded.

At December 31, 2025, all outstanding cash-settled performance awards were fully vested with no remaining compensation cost to be recorded.

The weighted-average grant date fair value of cash-settled PSUs granted during 2024 and 2023 was $ 110.39 and $ 112.50 , respectively.

16 unchanged sentences

Granted 43,292 98.68

Cancelled — —

Issued ( 110,284 ) 52.23 $ 12

1 unchanged sentence

562,689 $ 64.75

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

At December 31, 2025, all outstanding restricted stock and RSUs were fully vested with no remaining compensation cost to be recorded.

The weighted-average grant date fair value of awards granted during 2024 and 2023 was $ 111.91 and $ 115.88 , respectively.

35 unchanged sentences

At December 31, 2024, noncurrent assets and liabilities included deferred taxes of $ 230 million and $ 11,426 million, respectively.

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

At December 31, 2025, the loss and credit carryforward deferred tax assets were primarily related to U.S.

foreign tax credit carryforwards of $ 2.9 billion and various jurisdictions net operating loss and credit carryforwards of $ 1.1 billion.

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.

In 2024, $ 1.2 billion of U.S.

2 unchanged sentences

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 2025 10-K

12 unchanged sentences

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

During 2025, the valuation allowance movement charged to earnings primarily relates to the utilization of previously unrecognized capital loss carryforwards due to our agreement to the sale of our interest in the Ursa and Europa Fields, and the Ursa Pipeline Company LLC.

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.

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

2 unchanged sentences

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.

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.

At December 31, 2025, we had unremitted income considered to be permanently reinvested in certain foreign subsidiaries and foreign corporate joint ventures.

Deferred income taxes have not been provided on this amount, as we do not plan to initiate any action that would require the payment of income taxes.

12 unchanged sentences

Included in the balance of unrecognized tax benefits for 2025, 2024 and 2023 were $ 365 million, $ 368 million and $ 378 million, respectively, which, if recognized, would impact our effective tax rate.

The balance of the unrecognized tax benefits decreased in 2025 due to the lapsing of the statute of limitations on certain of our foreign subsidiaries, partially offset by additions on tax positions related to prior years on certain of our foreign subsidiaries.

ConocoPhillips 2025 10-K

5 unchanged sentences

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.

The balance of the unrecognized tax benefits decreased in 2022 due to the closing of the 2017 audit of our federal income tax return.

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.

At December 31, 2025, 2024 and 2023, accrued liabilities for interest and penalties totaled $ 47 million, $ 26 million and $ 45 million, respectively, net of accrued income taxes.

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.

Interest and penalties resulted in a reduction to earnings of $ 21 million in 2025, an increase to earnings of $ 19 million in 2024 and a reduction to earnings of $ 10 million in 2023.

We file tax returns in the U.S.

6 unchanged sentences

It is reasonably possible such changes could be significant when compared with our total unrecognized tax benefits, but the amount of change is not estimable.

ConocoPhillips 2025 10-K

Notes to Consolidated Financial Statements Table of Contents

The amounts of U.S.

and foreign income (loss) before income taxes, with a reconciliation of tax at the federal statutory rate to the provision for income taxes, were:

and foreign income (loss) before income taxes, with a reconciliation of tax at the federal statutory rate to the provision for income taxes, under newly adopted ASU 2023-09 "Improvements to Income Tax Disclosures" , which we adopted for the year ended 2025 on a retrospective basis were:

Millions of Dollars Percent of Pre-Tax Income (Loss)

4 unchanged sentences

$ 12,656 13,672 16,288 100.0 % 100.0 100.0

Federal statutory income tax $ 2,871 3,421 5,928 21.0 % 21.0 21.0

effective tax rates 1,822 2,063 3,866 13.3 12.7 13.7

Recovery of outside basis ( 5 ) ( 4 ) ( 30 ) — — ( 0.1 )

Adjustment to tax reserves ( 57 ) ( 317 ) ( 551 ) ( 0.4 ) ( 1.9 ) ( 2.0 )

Adjustment to valuation allowance ( 409 ) ( 2 ) 5 ( 3.0 ) — —

State income tax 187 214 405 1.4 1.3 1.4

federal statutory tax rate $ 2,658 2,871 3,421 21.0 % 21.0 21.0

State income taxes, net of federal Income tax effect *

127 187 214 1.0 1.4 1.3

Foreign tax effects

Statutory tax rate difference between Norway and U.S.

1,020 1,205 1,298 8.1 8.8 8.0

Other ( 48 ) ( 97 ) ( 96 ) ( 0.4 ) ( 0.7 ) ( 0.5 )

Additional foreign income tax 1,087 1,027 1,072 8.6 7.5 6.6

Other ( 25 ) ( 17 ) ( 11 ) ( 0.2 ) ( 0.1 ) ( 0.1 )

Australia — — —

Equity in earnings, net of tax ( 160 ) ( 230 ) ( 242 ) ( 1.3 ) ( 1.7 ) ( 1.5 )

Other ( 6 ) ( 3 ) ( 12 ) — — ( 0.1 )

Other foreign jurisdictions 102 ( 126 ) 51 0.8 ( 0.9 ) 0.3

Effect of cross-border tax laws 44 59 21 0.4 0.4 0.1

Tax Credits ( 21 ) — — ( 0.2 ) — —

Valuation allowances ( 60 ) ( 409 ) ( 25 ) ( 0.5 ) ( 3.0 ) ( 0.2 )

Nontaxable or nondeductible items ( 24 ) 18 ( 44 ) ( 0.2 ) 0.1 ( 0.3 )

Changes in unrecognized tax benefits ( 11 ) ( 54 ) ( 312 ) ( 0.1 ) ( 0.4 ) ( 1.9 )

Other Adjustments ( 15 ) ( 4 ) ( 4 ) ( 0.1 ) — —

Total $ 4,668 4,427 5,331 36.9 % 32.4 32.7

*For 2025, state taxes in Alaska contributed to the majority (greater than 50 percent) of the tax effect in this category.

For 2024, state taxes in Alaska contributed to the majority (greater than 50 percent) of the tax effect in this category.

For 2023, state taxes in Alaska and California contributed to the majority (greater than 50 percent) of the tax effect in this category.

Our effective tax rate for 2025 was driven by our jurisdictional tax rates for this profit mix with a favorable impact from the utilization of previously unrecognized capital loss carryforwards.

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.

1 unchanged sentence

The adjustment to tax reserves primarily relates to the lapsing of the statute of limitations on certain of our foreign subsidiaries and the closing of the 2018 Canadian domestic audit.

Our effective tax rate for 2022 was driven by our jurisdictional tax rates for this profit mix with net favorable impacts from routine tax credits and valuation allowance adjustments.

The adjustment to tax reserves primarily relates to the closing of the audit of our 2017 U.S.

federal tax return and the recognition of the U.S.

federal and state tax benefits described above.

ConocoPhillips 2025 10-K

Notes to Consolidated Financial Statements Table of Contents

On August 16, 2022, the U.S.

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 16—Accumulated Other Comprehensive Income (Loss)

14 unchanged sentences

December 31, 2025 $ ( 335 ) 8 ( 5,602 ) 18 ( 5,911 )

The following table summarizes reclassifications out of accumulated other comprehensive income (loss) during the years ended December 31:

Millions of Dollars

Defined Benefit Plans* $ 19 33

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

Note 17—Cash Flow Information

6 unchanged sentences

Interest 757 806 701

Income taxes 3,621 5,406 7,368

Federal taxes 1,077 296 757

Foreign taxes

Norway 1,758 1,580 2,758

Libya 1,461 1,280 1,317

Other foreign 374 304 349

State taxes 152 161 225

Total income taxes $ 4,822 3,621 5,406

Net Sales (Purchases) of Investments

3 unchanged sentences

Long-term Investments sold 304 201 129

$ 415 1,373 ( 2,629 )

Total sales (purchases) of investments $ ( 55 ) 415 1,373

The following items are included in the "Cash flows from operating activities" section of our consolidated cash flows.

In 2025, we made a total of $ 116 million in contributions to our U.S.

qualified pension plan.

For additional information on cash and non-cash changes to our consolidated balance sheet, see Note 3 and Note 11 for our acquisition of Marathon Oil and acquisition of the remaining working interest in Surmont.

1 unchanged sentence

Notes to Consolidated Financial Statements Table of Contents

Note 18—Sales and Other Operating Revenues

Revenue from Contracts with Customers

The following table provides further disaggregation of our consolidated sales and other operating revenues:

Millions of Dollars

2025 2024 2023

Revenue from contracts with customers $ 51,824 49,418 48,522

Revenue from contracts outside the scope of ASC Topic 606

Physical contracts meeting the definition of a derivative 7,201 5,483 8,203

Financial derivative contracts ( 81 ) ( 156 ) ( 584 )

Consolidated sales and other operating revenues $ 58,944 54,745 56,141

Revenues from contracts outside the scope of ASC Topic 606, “Revenue from Contracts with Customers,” relate primarily to physical gas contracts at market prices, which qualify as derivatives accounted for under ASC Topic 815, “Derivatives and Hedging,” and for which we have not elected NPNS.

There is no significant difference in contractual terms or the policy for recognition of revenue from these contracts and those within the scope of ASC Topic 606.

Further disaggregation of revenues is provided in Note 22 - Segment Disclosures and Related Information .

Practical Expedients

Typically, our commodity sales contracts are less than 12 months in duration;

however, in certain specific cases may extend longer, which may be out to the end of field life.

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 as of the end of the reporting period.

Receivables from Contracts with Customers

At December 31, 2025, the “Accounts and notes receivable” line on our consolidated balance sheet included trade receivables of $ 4,416 million compared with $ 5,398 million at December 31, 2024, and included both contracts with customers within the scope of ASC Topic 606 and those that are outside the scope of ASC Topic 606.

We typically receive payment within 30 days or less (depending on the terms of the invoice) once delivery is made.

Revenues that are outside the scope of ASC Topic 606 relate primarily to physical natural gas sales contracts at market prices for which we do not elect NPNS and are therefore accounted for as a derivative under ASC Topic 815.

There is little distinction in the nature of the customer or credit quality of trade receivables associated with natural gas sold under contracts for which NPNS has not been elected compared with trade receivables where NPNS has been elected.

Note 19—Related Party Transactions

The following tables summarize the related party balances and activities which are primarily with equity affiliates:

Millions of Dollars

2025 December 31

Balance Sheet

Accounts and notes receivable

Accounts payable

Millions of Dollars

2025 2024 2023

Income Statement

Operating revenues and other income $ 73 88 90

Purchased commodities 1 — —

Operating expenses and selling, general and administrative expenses 286 246 282

ConocoPhillips 2025 10-K

Notes to Consolidated Financial Statements Table of Contents

Note 20—Other Financial Information

8 unchanged sentences

Interest income $ 311 402 412

Gain (loss) on investment in Cenovus Energy* — — 251

Other, net 227 50 73

$ 452 485 504

*See Note 5 .

Total $ 538 452 485

Research and Development Expenditures— expensed

6 unchanged sentences

Asia Pacific ( 33 ) ( 1 ) 12

Other International — — ( 1 )

Segments Total 17 ( 73 ) ( 16 )

Corporate and Other ( 17 ) 36 86

$ ( 37 ) 70 ( 80 )

Total $ — ( 37 ) 70

Millions of Dollars

8 unchanged sentences

Notes to Consolidated Financial Statements Table of Contents

Note 20—Related Party Transactions

Our related parties primarily include equity method investments and certain trusts for the benefit of employees.

For disclosures on trusts for the benefit of employees, see Note 15 .

Significant transactions with our equity affiliates were:

Millions of Dollars

2024 2023 2022

Operating revenues and other income $ 88 90 88

Purchases — — 1

Operating expenses and selling, general and administrative expenses 246 282 189

Net interest (income)/loss* — — ( 1 )

*We paid interest to, or received interest from, various affiliates.

See Note 4 for additional information on loans to affiliated companies.

Note 21—Sales and Other Operating Revenues

Revenue from Contracts with Customers

The following table provides further disaggregation of our consolidated sales and other operating revenues:

Millions of Dollars

2024 2023 2022

Revenue from contracts with customers $ 49,418 48,522 61,049

Revenue from contracts outside the scope of ASC Topic 606

Physical contracts meeting the definition of a derivative 5,483 8,203 17,150

Financial derivative contracts ( 156 ) ( 584 ) 295

Consolidated sales and other operating revenues $ 54,745 56,141 78,494

Revenues from contracts outside the scope of ASC Topic 606 relate primarily to physical gas contracts at market prices, which qualify as derivatives accounted for under ASC Topic 815, “Derivatives and Hedging,” and for which we have not elected NPNS.

There is no significant difference in contractual terms or the policy for recognition of revenue from these contracts and those within the scope of ASC Topic 606.

The following disaggregation of revenues is provided in conjunction with Note 23 —Segment Disclosures and Related Information :

Millions of Dollars

2024 2023 2022

Revenue from Contracts Outside the Scope of ASC Topic 606

Lower 48 $ 4,174 6,607 13,919

Canada 522 1,248 2,717

Europe, Middle East and North Africa 787 348 514

Physical contracts meeting the definition of a derivative $ 5,483 8,203 17,150

Millions of Dollars

2024 2023 2022

Revenue from Contracts Outside the Scope of ASC Topic 606

Crude oil $ 376 143 495

Natural gas 3,753 6,622 15,368

Other 1,354 1,438 1,287

Physical contracts meeting the definition of a derivative $ 5,483 8,203 17,150

ConocoPhillips 2024 10-K

Notes to Consolidated Financial Statements Table of Contents

Practical Expedients

Typically, our commodity sales contracts are less than 12 months in duration;

however, in certain specific cases may extend longer, which may be out to the end of field life.

Receivables and Contract Liabilities

Receivables from Contracts with Customers

At December 31, 2024, the “Accounts and notes receivable” line on our consolidated balance sheet included trade receivables of $ 5,398 million compared with $ 4,414 million at December 31, 2023, and included both contracts with customers within the scope of ASC Topic 606 and those that are outside the scope of ASC Topic 606.

We typically receive payment within 30 days or less (depending on the terms of the invoice) once delivery is made.

Contract Liabilities from Contracts with Customers

We have entered into certain agreements under which we license our proprietary technology, including the Optimized Cascade® process technology, to customers to maximize the efficiency of LNG plants.

These agreements typically provide for milestone payments to be made during and after the construction phases of the LNG plant.

The payments are not directly related to our performance obligations under the contract and are recorded as deferred revenue to be recognized when the customer is able to benefit from their right to use the applicable licensed technology.

Revenue recognized during the year ended December 31, 2024 was immaterial .

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 21—Earnings Per Share

8 unchanged sentences

Net income (loss) available to common shareholders $ 7,961 9,218 10,922

Average common shares outstanding (in Millions) 1,179 1,203 1,274

Weighted-average common shares outstanding (in millions) 1,252 1,179 1,203

Net income (loss) per share of common stock $ 6.36 7.82 9.08

1 unchanged sentence

Net income (loss) available to common shareholders $ 7,961 9,218 10,922

Average common shares outstanding (in Millions) 1,179 1,203 1,274

Weighted-average common shares outstanding (in millions) 1,252 1,179 1,203

Dilutive impact of options and unvested

non-participating RSU/PSUs 1 2 3

Average diluted shares outstanding (in Millions) 1,181 1,206 1,278

Weighted-average diluted shares outstanding (in millions) 1,253 1,181 1,206

Net income (loss) per share of common stock $ 6.35 7.81 9.06

1 unchanged sentence

We explore for, produce, transport and market crude oil, bitumen, natural gas, LNG and NGLs on a worldwide basis.

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

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

Lower 48 (L48);

Europe, Middle East and North Africa (EMENA);

Asia Pacific (AP);

and Other International (OI).

and Asia Pacific (AP).

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.

Effective in the fourth quarter of 2025, we determined that our former Other International operating segment, which consisted of activities associated with prior operations in other countries, was no longer an operating segment .

Residual results are aggregated into Corporate.

Our historical operating segment reporting has been recast to reflect this change.

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).

2 unchanged sentences

Intersegment sales are at prices that approximate market.

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

ConocoPhillips 2025 10-K

2 unchanged sentences

Year Ended December 31, 2025 Millions of Dollars

Alaska L48 Canada EMENA AP OI Corporate Consolidated Total

Alaska L48 Canada EMENA AP Segments Total Corporate Consolidated Total

Segment sales and other operating revenues

2 unchanged sentences

Consolidated sales and other operating revenues # *

5,638 41,395 3,625 6,484 1,770 58,912 32 58,944

Significant segment expenses

10 unchanged sentences

Net income (loss) $ 730 5,264 741 1,224 1,167 9,126 ( 1,138 ) 7,988

*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.

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

# Includes revenue from physical contracts meeting the definition of a derivative that are outside the scope of ASC Topic 606 for the L48, Canada and EMENA segments of $ 5.7 billion, $ 0.7 billion and $ 0.8 billion, respectively.

*In 2025, sales by our L48 segment to a certain pipeline company accounted for approximately $ 5.3 billion or approximately 10 percent of our total consolidated sales and other operating revenues.

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

Gain (loss) on disposition:

L48, Canada, EMENA and OI

L48, EMENA and Corporate

Other income:

Selling, general and administrative expenses and Exploration expenses:

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

L48, Canada, EMENA, AP 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:

Selling, general and administrative expenses, Exploration expenses, Taxes other than income taxes and Accretion on discounted liabilities:

Alaska, L48, Canada, EMENA, AP and Corporate

Alaska, L48 and Canada

Foreign currency transaction (gain) loss:

Canada, EMENA and Corporate

Canada, EMENA, AP and Corporate

Other expenses:

Alaska, L48, EMENA and Corporate

Alaska, L48, Canada, EMENA and Corporate

Other segment disclosures

Year Ended December 31, 2025 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

Alaska L48 Canada EMENA AP Segments Total Corporate Consolidated Total

Equity investments $ 3 — — 2,268 4,926 7,197 1,636 8,833

Total assets 20,224 61,933 9,978 10,554 8,273 110,962 10,977 121,939

4 unchanged sentences

Year Ended December 31, 2024 Millions of Dollars

Alaska L48 Canada EMENA AP OI Corporate Consolidated Total

Alaska L48 Canada EMENA AP Segments Total Corporate Consolidated Total

Segment sales and other operating revenues

2 unchanged sentences

Consolidated sales and other operating revenues # *

6,553 37,026 3,514 5,788 1,847 54,728 17 54,745

Significant segment expenses

10 unchanged sentences

Net income (loss) $ 1,326 5,175 712 1,189 1,724 10,126 ( 881 ) 9,245

*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.

# Includes revenue from physical contracts meeting the definition of a derivative that are outside the scope of ASC Topic 606 for the L48, Canada and EMENA segments of $ 4.2 billion, $ 0.5 billion and $ 0.8 billion, respectively.

*In 2024, sales by our L48 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.

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

Gain (loss) on dispositions:

Alaska, L48, AP, OI and Corporate

L48, Canada, EMENA 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:

Selling, general and administrative expenses;

Exploration expenses;

Taxes other than income taxes;

and Accretion on discounted liabilities:

Alaska, L48, Canada, EMENA, AP and Corporate

Purchased Commodities and Impairments:

Alaska, L48, Canada and EMENA

Foreign currency transaction (gain) loss:

Canada, EMENA, AP and Corporate

Canada, EMENA and Corporate

Other expenses:

2 unchanged sentences

Year Ended December 31, 2024 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

Alaska L48 Canada EMENA AP Segments Total Corporate Consolidated Total

Equity investments $ 3 123 — 1,948 4,977 7,051 1,559 8,610

Total assets 18,030 66,977 9,513 9,770 8,390 112,680 10,100 122,780

4 unchanged sentences

Year Ended December 31, 2023 Millions of Dollars

Alaska L48 Canada EMENA AP OI Corporate Consolidated Total

Alaska L48 Canada EMENA AP Segment Totals Corporate Consolidated Total

Segment sales and other operating revenues

2 unchanged sentences

Consolidated sales and other operating revenues # *

7,098 38,237 3,006 5,854 1,913 56,108 33 56,141

Significant segment expenses

10 unchanged sentences

Net income (loss) $ 1,778 6,461 402 1,189 1,961 11,791 ( 834 ) 10,957

*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.

# Includes revenue from physical contracts meeting the definition of a derivative that are outside the scope of ASC Topic 606 for the L48, Canada and EMENA segments of $ 6.6 billion, $ 1.3 billion and $ 0.3 billion, respectively.

**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

Alaska, L48, AP 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:

Exploration expenses;

Taxes other than income taxes;

and Accretion on discounted liabilities:

Alaska, L48, Canada, EMENA, AP and Corporate

Purchased commodities:

Alaska, L48, Canada, EMENA and AP

L48, Canada and Corporate

Foreign currency transaction (gain) loss:

Canada, EMENA, AP, OI and Corporate

Canada, EMENA, AP and Corporate

Other expenses:

Alaska, L48, Canada, EMENA and Corporate

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 $ 55 235 — 1,049 6,154 — — 7,493

Alaska L48 Canada EMENA AP Segment Totals Corporate Consolidated Total

Equity investments $ 32 118 — 1,191 5,419 6,760 1,145 7,905

Total assets 16,174 42,415 10,277 8,396 8,903 86,165 9,759 95,924

3 unchanged sentences

Sales and Other Operating Revenues by Product

Consolidated sales and other operating revenues

Millions of Dollars

4 unchanged sentences

Other* 7,317 6,402 4,974

Consolidated sales and other operating revenues by product $ 54,745 56,141 78,494

*Includes bitumen and power.

Total $ 58,944 54,745 56,141

*Includes bitumen, power and LNG.

Revenue from physical contracts meeting the definition of a derivative outside the scope of ASC Topic 606

Millions of Dollars

2025 2024 2023

Crude oil $ 494 376 143

Natural gas 5,465 3,753 6,622

Power 1,242 1,354 1,438

Total $ 7,201 5,483 8,203

Geographic Information

4 unchanged sentences

$ 46,611 43,480 45,101 77,453 79,141 53,955

Australia — — — 4,987 5,426 6,158

Canada 3,405 3,006 3,714 8,773 9,666 6,269

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

Equatorial Guinea 66 — — 1,593 — —

— — 159 — — —

Libya 1,703 1,730 1,582 733 703 714

Malaysia 908 961 1,312 856 939 1,107

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

Singapore 37 — — — — —

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

Other foreign countries 6 5 5 1,380 1,134 1,003

International 12,333 11,265 11,040 24,619 23,825 23,994

Worldwide consolidated $ 58,944 54,745 56,141 102,072 102,966 77,949

1 unchanged sentence

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

*** Assets divested in 2022.

Note 23—New Accounting Standards

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.

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.

17 unchanged sentences

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

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.

At December 31, 2025, approximately three percent of our total proved reserves were under PSCs, located in our Asia Pacific/Middle East and Africa geographic reporting areas, and six percent of our total proved reserves were under a variable-royalty regime, located in our Canada geographic reporting area.

Reserves Governance

82 unchanged sentences

• Revisions :

In 2025, upward revisions in Lower 48 were due to development drilling of 407 million barrels, technical revisions of 18 million barrels, and 13 million barrels due to lower operating costs, partially offset by downward revisions of 160 million barrels for changes in development plans and 41 million barrels due to lower prices.

Upward revisions in Africa were in Libya, with development plan updates of 12 million barrels and technical revisions of 6 million barrels.

Upward revisions of 14 million barrels in the consolidated operations in Asia Pacific/Middle East were split between China, where technical revisions contributed 4 million barrels and development plan updates 3 million barrels, and Malaysia, with upward technical revisions of 7 million barrels.

In Alaska, downward revisions of 9 million barrels were due to lower prices of 21 million barrels, partially offset by 7 million barrels of upward technical revisions and 5 million barrels due to development plan updates.

Downward revisions in Canada were due to technical revisions of 4 million barrels and changes in development plans of 2 million barrels.

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.

11 unchanged sentences

Further downward revisions in Alaska include development plan changes of 14 million barrels, cost escalation of 13 million barrels, and 7 million barrels due to lower prices, partially offset by 2 million barrels of technical revisions.

In 2022, upward revisions in Lower 48 were due to additional development drilling in the unconventional plays of 81 million barrels and higher prices of 33 million barrels, partially offset by increasing operating costs of 72 million barrels and technical revisions of 18 million barrels.

Upward revisions in Europe were primarily due to technical revisions of 23 million barrels and 8 million barrels due to higher prices.

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

• Purchases :

1 unchanged sentence

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.

• Extensions and discoveries :

In 2025, Lower 48 extensions and discoveries were primarily within unconventional plays in the Permian Basin.

Alaska extensions and discoveries were primarily in the Greater Kuparuk area, with 34 million barrels in the Coyote development and 8 million barrels in the Nuna project, as well as 4 million barrels from Western North Slope projects.

Extensions and discoveries in Canada were in Montney.

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.

4 unchanged sentences

Extensions and discoveries in Canada and Asia Pacific/Middle East were driven primarily by Montney and Bohai Phase 4B in China, respectively.

In 2022, extensions and discoveries in Lower 48 were primarily within unconventional plays in the Permian Basin.

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

In 2025, Lower 48 sales represent noncore asset dispositions in the Anadarko Basin of 17 million barrels, offshore US assets of 14 million barrels, and other assets of 16 million barrels, primarily in the Permian Basin.

ConocoPhillips 2025 10-K

44 unchanged sentences

• Revisions :

In 2025, upward revisions in Lower 48 were due to additional development drilling of 224 million barrels, technical revisions of 49 million barrels, and 13 million barrels due to lower operating costs.

This was partly offset by changes in development plan of 89 million barrels and lower prices of 16 million barrels.

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

2 unchanged sentences

This was partially offset by lower prices impacting 34 million barrels and development plan changes of 4 million barrels.

In 2022, upward revisions in Lower 48 were due to additional development drilling in the unconventional plays of 88 million barrels, technical revisions of 75 million barrels, continued conversion of acquired Concho Permian two-stream contracts to a three-stream (crude oil, natural gas and NGLs) basis adding 70 million barrels, and higher prices of 13 million barrels.

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

• Purchases :

2 unchanged sentences

In 2025, Lower 48 extensions and discoveries were primarily within unconventional plays in the Permian Basin.

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.

1 unchanged sentence

Canada extensions and discoveries were in Montney.

In 2022, extensions and discoveries in Lower 48 were primarily within unconventional plays in the Permian Basin.

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

In 2025, Lower 48 sales represent noncore asset dispositions in the Anadarko Basin of 40 million barrels, offshore US assets of 2 million barrels, and other assets of 8 million barrels, primarily in the Permian Basin.

ConocoPhillips 2025 10-K

50 unchanged sentences

• Revisions :

In 2025, upward revisions in Lower 48 were due to additional development drilling of 1,288 BCF, technical revisions of 335 BCF, and 108 BCF due to lower operating costs, partly offset by downward revisions of 487 BCF for changes in development plans, and 77 BCF due to lower prices.

In the consolidated operations in Asia Pacific/Middle East, upward revisions in Malaysia were 120 BCF, where upward revisions of 113 BCF resulted from the extension of the Kebabangan Cluster (KBBC) PSC and additional agreements, and improved prices of 7 BCF.

An additional 3 BCF of upward revisions in China were due to technical revisions.

Upward technical revisions in Europe of 45 BCF were in Norway.

Downward revisions in Alaska included 59 BCF due to price and 38 BCF to be consumed in operations, offset by development plan updates of 13 BCF and upward technical revisions of 8 BCF.

Downward revisions in Canada were due to changes in development plans of 15 BCF and technical revisions of 14 BCF.

Our equity affiliates in Australia had upward technical revisions of 319 BCF.

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.

11 unchanged sentences

In our equity affiliates, downward revisions were due to lower prices of 288 BCF, offset by upward technical revisions of 198 BCF.

In 2022, upward revisions in Lower 48 were due to additional development drilling in the unconventional plays of 544 BCF, higher prices of 109 BCF, and technical revisions of 41 BCF.

These were partially offset by decreases of 233 BCF due to increasing operating costs, and 100 BCF due to the continued conversion of acquired Concho Permian two-stream contracts to a three-stream (crude oil, natural gas and natural gas liquids) basis.

Upward revisions in Canada were driven by higher prices of 26 BCF, partially offset by technical revisions of 18 BCF.

In Europe, technical revisions contributed 96 BCF, and higher prices 12 BCF of upward revisions.

Downward revisions in Africa were primarily due to technical revisions.

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.

• Purchases :

1 unchanged sentence

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.

• Extensions and discoveries :

1 unchanged sentence

Canada extensions and discoveries were in Montney.

Extensions and discoveries in our equity affiliates were in Australia.

In 2024, 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 the Middle East and Australia.

2 unchanged sentences

Extensions and discoveries in our equity affiliates were in Australia.

In 2022, extensions and discoveries in Lower 48 were primarily within unconventional plays in the Permian Basin.

In Europe, extensions and discoveries were due to additional planned development.

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

In 2023, Lower 48 sales represent the disposition of noncore assets.

In 2025, Lower 48 sales represent noncore asset dispositions in the Anadarko Basin of 344 BCF, offshore US assets of 15 BCF, and other assets of 47 BCF, primarily in the Permian Basin.

In 2023, Lower 48 sales represent the disposition of noncore assets.

Sales in our consolidated operations in Asia Pacific/Middle East represent the disposition of our Indonesia assets.

ConocoPhillips 2025 10-K

37 unchanged sentences

• Revisions :

In 2025, downward revisions of 67 million barrels due to changes in development timing were partially offset by upward technical revisions of 18 million barrels and an upward revision of 17 million barrels due to the impact of price on variable royalties.

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 2023, purchases in Canada were a result of the acquisition of the remaining 50 percent working interest in Surmont.

55 unchanged sentences

End of 2025 2,807

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.

Upward revisions of 554 MMBOE were predominately driven by progression of development plans of 635 MMBOE in the Lower 48 unconventional plays (including development plan updates in 2025 following the acquisition of Marathon Oil in late 2024), Alaska, and Libya, including 61 MMBOE due to extension of economic limit resulting from new development.

This is partly offset by changes in development plans, primarily in Canada.

Extensions and discoveries were largely driven by the continued development planned in Lower 48.

The remaining extensions and discoveries were driven by the continued development planned in the other geographic regions, including Alaska, Canada, and Australia.

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 both December 31, 2024 and 2023, our PUDs represented 35 percent of total proved reserves.

At December 31, 2025, our PUDs represented 37 percent of total proved reserves, compared with 35 percent at December 31, 2024.

Costs incurred for the year ended December 31, 2025 relating to the development of PUDs were $10.3 billion.

1 unchanged sentence

At the end of 2025, approximately 89 percent of total PUDs were under development or scheduled for development within five years of initial disclosure, including all of our Lower 48 PUDs.

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 2025 10-K

141 unchanged sentences

Europe 41.39 45.50 41.13

Africa 1.00 — —

Total international 19.23 33.60 34.56

80 unchanged sentences

Asia Pacific/Middle East * * — 4 — —

Other areas — — — — — —

Total consolidated operations 35 46 44 4 1 4

10 unchanged sentences

Africa 11 5 4 * — —

Other areas — — — — — —

Total consolidated operations 750 594 554 — — —

18 unchanged sentences

Africa 20 5 972 198 27 13

Other areas — — — — — —

Total consolidated operations 824 494 23,487 11,602 4,202 2,830

14 unchanged sentences

Africa 440 140 12,545 2,561

Other areas — — 156 125

Total consolidated operations 6,308 3,965 35,710 19,015

84 unchanged sentences

Total Discounted future net cash flows for Asia Pacific/Middle East was $10,546.

**Certain amounts in Lower 48 have been revised to reflect additional Future cash inflows and Future production costs.

Millions of Dollars

30 unchanged sentences

Discounted future net cash flows at year end $ 49,946 $ 62,729 57,241 $ 6,016 8,134 9,819 $ 55,962 70,863 67,060

*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