ConocoPhillips 10-Q 2024-09-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

For the quarterly period ended September 30, 2024

or

For the transition period from ___________________ to ___________________

Commission file number: 001-32395

ConocoPhillips

(Exact name of registrant as specified in its charter)

925 N. Eldridge Parkway, Houston, TX 77079

(Address of principal executive offices) (Zip Code)

281-293-1000

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The registrant had 1,150,912,478 shares of common stock, $.01 par value, outstanding at September 30, 2024.

Table of Contents

Commonly Used Abbreviations

The following industry-specific, accounting and other terms, and abbreviations may be commonly used in this report.

PART I. Financial Information

See Notes to Consolidated Financial Statements.

See Notes to Consolidated Financial Statements.

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Management’s Discussion and Analysis is the company’s analysis of its financial performance and of significant trends that may affect future performance. It should be read in conjunction with the financial statements and notes. It contains forward-looking statements including, without limitation, statements relating to the company’s plans, strategies, objectives, expectations and intentions that are made pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The words “ambition," “anticipate,” “believe,” “budget,” “continue,” “could,” “effort,” “estimate,” “expect,” “forecast,” “goal,” “guidance,” “intend,” “may,” “objective,” “outlook,” “plan,” “potential,” “predict,” “projection,” “seek,” “should,” “target,” “will,” “would” and similar expressions identify forward-looking statements. The company does not undertake to update, revise or correct any of the forward-looking information unless required to do so under the federal securities laws. Readers are cautioned that such forward-looking statements should be read in conjunction with the company’s disclosures under the heading: “CAUTIONARY STATEMENT FOR THE PURPOSES OF THE ‘SAFE HARBOR’ PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995,” beginning on page 50**.

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

Business Environment and Executive Overview

ConocoPhillips is one of the world’s leading E&P companies based on production and reserves, with operations and activities in 13 countries. Our diverse, low cost of supply portfolio includes resource-rich unconventional plays in North America; conventional assets in North America, Europe, Africa and Asia; global LNG developments; oil sands in Canada; and an inventory of global exploration prospects. Headquartered in Houston, Texas, at September 30, 2024, we employed approximately 10,300 people worldwide and had total assets of $97 billion.

Pending Acquisition of Marathon Oil Corporation

In May 2024, we announced a definitive agreement (the Merger Agreement) to acquire Marathon Oil Corporation (Marathon Oil) in an all-stock transaction (the Marathon Oil acquisition), inclusive of Marathon Oil's debt of approximately $5.3 billion at June 30, 2024. Under the terms of the Merger Agreement, which has been unanimously approved by the boards of directors of each company, Marathon Oil stockholders will receive 0.255 shares of ConocoPhillips common stock for each Marathon Oil share. We expect that the Marathon Oil acquisition will add high-quality, low cost of supply, development opportunities to our existing U.S. onshore portfolio and additional LNG capacity to our global LNG portfolio. On August 29, 2024, Marathon Oil announced that its stockholders had approved the transaction. We anticipate closing late in the fourth quarter of 2024, subject to regulatory clearances and other customary closing conditions. See Item 1A. Risk Factors.

In May 2024, as part of our Marathon Oil acquisition announcement, we stated that we expected at least $500 million in synergies, within the first full year following the close of the transaction. We now expect to reflect synergies that significantly exceed our initial $500 million guidance. Concurrent with our Marathon Oil acquisition announcement, we detailed a plan to repurchase over $7 billion of shares in the first full year following the closing of the transaction and over $20 billion of shares in total over the first three years, based on commodity prices at the time of the announcement. Through this plan we expect to retire the equivalent amount of newly issued equity from the transaction in two to three years. Further, in conjunction with the Marathon Oil acquisition announcement, we announced a plan to dispose of approximately $2 billion of assets across the portfolio pursuant to ongoing high-grading and optimization efforts.

Overview

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

The macro-environment of the global energy industry, including the energy transition, continues to evolve. We believe ConocoPhillips will continue to play an essential role by executing on three objectives: responsibly meeting energy transition pathway demand, delivering competitive returns on and of capital and progressing toward our net-zero operational emissions ambition. We call this our Triple Mandate, and it represents our commitment to create long-term value for our stakeholders.

Our Triple Mandate and our foundational principles guide our differential value proposition to deliver competitive returns to stockholders through price cycles. Our foundational principles consist of maintaining balance sheet strength, providing peer-leading distributions, making disciplined investments and demonstrating responsible and reliable ESG performance.

In the third quarter, we announced further growth to our global LNG portfolio. In July, we entered into an 18-year agreement securing regasification capacity at the Zeebrugge LNG terminal in Belgium which includes regasification services for approximately 0.75 MTPA of LNG beginning in 2027. In July, we also entered into a long-term LNG sales agreement for approximately 0.5 MTPA into Asia starting in 2027. These agreements provide additional access to both the European and Asian natural gas markets.

We continue to optimize our portfolio geared towards our returns-focused value proposition. In October, we signed an agreement to acquire additional working interests in both the Kuparuk River Unit and the Prudhoe Bay Unit in Alaska. This transaction is expected to close in the fourth quarter of 2024. See Note 3.

In October, we declared a fourth-quarter ordinary dividend of $0.78 per share, representing an increase of 34 percent which incorporates the prior VROC equivalent of $0.20 per share. We also reconfirmed our 2024 planned return of capital to shareholders of at least $9 billion. Additionally in October, our Board of Directors approved an increase to our existing share repurchase program authorization by the lesser of $20 billion or the number of shares issued in the Marathon Oil transaction.

Production was 1,917 MBOED in the third quarter of 2024, an increase of 111 MBOED from the same period a year ago. After adjusting for impacts from closed acquisitions and dispositions, third-quarter 2024 production increased by 47 MBOED or three percent from the same period a year ago.

Third-quarter 2024 production resulted in $5.8 billion of cash provided by operating activities. We returned $1.2 billion to shareholders through share repurchases and $0.9 billion through our ordinary dividend and a VROC. We ended the quarter with cash, cash equivalents, restricted cash and short-term investments totaling $7.1 billion and long-term investments in debt securities of $1.0 billion.

Also in the third quarter of 2024, we re-invested $2.9 billion into the bu

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Information about market risks for the nine months ended September 30, 2024 does not differ materially from that discussed under Item 7A in our 2023 Annual Report on Form 10-K.

We maintain disclosure controls and procedures designed to ensure information required to be disclosed in reports we file or submit under the Securities Exchange Act of 1934, as amended (the Act), is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to management, including our principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure. At September 30, 2024, with the participation of our management, our Chairman and Chief Executive Officer (principal executive officer) and our Executive Vice President and Chief Financial Officer (principal financial officer) carried out an evaluation, pursuant to Rule 13a-15(b) of the Act, of ConocoPhillips’ disclosure controls and procedures (as defined in Rule 13a-15(e) of the Act). Based upon that evaluation, our Chairman and Chief Executive Officer and our Executive Vice President and Chief Financial Officer concluded our disclosure controls and procedures were operating effectively at September 30, 2024.

In the third quarter of 2023, we began a multi-year implementation of an updated global enterprise resource planning system (ERP). As a result, we have made corresponding changes to our business processes and information systems, updating applicable internal controls over financial reporting where necessary. As the phased implementation of the ERP system progresses, we expect to continue to modify or change certain processes and procedures which may result in further changes to our internal controls over financial reporting.

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

PART II. Other Information

Item 1. Legal Proceedings

ConocoPhillips has elected to use a $1 million threshold for disclosing certain proceedings arising under federal, state or local environmental laws when a governmental authority is a party. ConocoPhillips believes proceedings under this threshold are not material to ConocoPhillips' business and financial condition. Applying this threshold, there are no such proceedings to disclose for the quarter ended September 30, 2024. See Note 8 for information regarding other legal and administrative proceedings.

Other than the risk factors set forth below, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

Risks Related to the Proposed Acquisition of Marathon Oil

Our ability to complete the Marathon Oil acquisition is subject to various closing conditions, including regulatory clearances, which may impose conditions that could adversely affect us or cause the acquisition not to be completed.

On May 28, 2024, we entered into the Merger Agreement to acquire Marathon Oil. The Marathon Oil acquisition is subject to a number of conditions to closing as specified in the Merger Agreement. These closing conditions include, among others:

• The expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the HSR Act) and certain non-U.S. antitrust approvals; and

• The absence of any governmental order or law that makes consummation of the Marathon Oil acquisition illegal or otherwise prohibited.

On July 11, 2024, both ConocoPhillips and Marathon Oil each received a request for additional information and documentary materials (Second Request) from the Federal Trade Commission (FTC) in connection with the FTC's review of the merger. Issuance of the Second Request extends the waiting period imposed by the HSR Act until 30 days after both companies have substantially complied with the Second Request, unless that period is terminated sooner by the FTC.

No assurance can be given that the regulatory clearances be obtained or that the other required conditions to closing will be satisfied, and, if all required clearances are obtained and the required conditions are satisfied, no assurance can be given as to the terms, conditions and timing of such approvals and clearances, including whether any required conditions will materially adversely affect the combined company following the acquisition. Any delay in completing the Marathon Oil acquisition could cause the combined company not to achieve, or to be delayed in achieving, some or all of the expected benefits and synergies from the acquisition. We can provide no assurance that these conditions will not result in the abandonment or delay of the acquisition. The occurrence of any of these events individually or in combination could have a material adverse effect on our results of operations and the trading price of our common stock.

The termination of the Merger Agreement could negatively impact our business.

If the Marathon Oil acquisition is not completed for any reason, our ongoing business may be adversely affected and, without realizing any of the expected benefits of having completed the Marathon Oil acquisition, we would be subject to a number of risks, including the following:

• We may experience negative reactions from the financial markets, including negative impacts on our stock price;

• We may experience negative reactions from our commercial and vendor partners and employees; and

• Despite our rights to receive termination fees under certain circumstances, we may be required to pay certain costs relating to the Marathon Oil acquisition, such as financial advisory, legal, financing and accounting costs and associated fees and expenses, whether or not the Marathon Oil acquisition is completed, and such termination fees, if any, we receive may be insufficient to cover all such expenses.

Whether or not the Marathon Oil acquisition is completed, the pendency of the Marathon Oil acquisition could cause disruptions in our business, which could have an adverse effect on our business and financial results.

Whether or not the Marathon Oil acquisition is completed, the pendency of the Marathon Oil acquisition could cause disruptions in our business. Specifically:

• Our and Marathon Oil’s current and prospective employees will experience uncertainty about their future roles with the combined company, which might adversely affect the two companies’ abilities to retain key managers and other employees;

• Uncertainty regarding the completion of the Marathon Oil acquisition may cause our and Marathon Oil’s commercial and vendor partners or others that deal with us or Marathon Oil to delay or defer certain business decisions or to decide to seek to terminate, change or renegotiate their relationships with us or Marathon Oil, which could negatively affect our respective revenues, earnings and cash flows; and

• The attention of our and Marathon Oil’s management may be directed toward the completion of the Marathon Oil acquisition, as well as integration planning, which could otherwise have been devoted to day-to-day operations or to other opportunities that may have been beneficial to our business.

We have and will continue to divert significant management resources in an effort to complete the Marathon Oil acquisition and are subject to restrictions contained in the Merger Agreement on the conduct of our business. If the Marathon Oil acquisition is not completed, we will have incurred significant costs, including the diversion of management resources, for which we will have received little or no benefit.

The market value of our common stock could decline if large amounts of our common stock are sold following the Marathon Oil acquisition.

If the Marathon Oil acquisition is consummated, ConocoPhillips will issue shares of ConocoPhillips common stock to former Marathon Oil stockholders. Former Marathon Oil stockholders may decide not to hold the shares of ConocoPhillips common stock that they will receive in the Marathon Oil acquisition, and ConocoPhillips stockholders may decide to reduce their investment in ConocoPhillips as a result of the changes to ConocoPhillips’ investment profile as a result of the Marathon Oil acquisition. Other Marathon Oil stockholders, such as funds with limitations on their permitted holdings of stock in individual issuers, may be required to sell the shares of ConocoPhillips common stock that they receive in the Marathon Oil acquisition. Such sales of ConocoPhillips common stock could have the effect of depressing the market price for ConocoPhillips common stock.

Combining our business with Marathon Oil’s may be more difficult, costly or time-consuming than expected and

the combined company may fail to achieve the expected benefits and synergies of the Marathon Oil acquisition, which may adversely affect the combined company’s business results and negatively affect the value of the combined company’s common stock.

The success of the Marathon Oil acquisition will depend on, among other things, the ability of the two companies to combine their businesses in a manner that facilitates growth opportunities and realizes expected cost savings. The combined company may encounter difficulties in integrating our and Marathon Oil’s businesses and realizing the expected benefits and synergies of the Marathon Oil acquisition. If the combined company is not able to successfully achieve these objectives, the anticipated benefits of the Marathon Oil acquisition may not be realized fully, or at all, or may take longer to realize than expected.

The Marathon Oil acquisition involves the combination of two companies which currently operate, and until the completion of the Marathon Oil acquisition will continue to operate, as independent public companies. There can be no assurances that our respective businesses can be integrated successfully. It is possible that the integration process could result in the loss of key employees from both companies; the loss of commercial and vendor partners; the disruption of our, Marathon Oil’s or both companies’ ongoing businesses; inconsistencies in standards, controls, procedures and policies; unexpected integration issues; higher than expected integration costs and an overall post-completion integration process that takes longer than originally anticipated. The combined company will be required to devote management attention and resources to integrating its business practices and operations, and prior to the Marathon Oil acquisition, management attention and resources will be required to plan for such integration.

An inability to realize the full extent of the anticipated benefits of the Marathon Oil acquisition and the other transactions contemplated by the Merger Agreement, as well as any delays encountered in the integration process, could have an adverse effect upon the revenues, level of expenses and operating results of the combined company, which may adversely affect the value of the common stock of the combined company.

In addition, the actual integration may result in additional and unforeseen expenses, and the anticipated benefits of the integration plan may not be realized. There are a large number of processes, policies, procedures, operations and technologies and systems that must be integrated in connection with the Marathon Oil acquisition and the integration of Marathon Oil’s business. Although we expect that the elimination of duplicative costs, strategic benefits, and additional income, as well as the realization of other efficiencies related to the integration of the business, may offset incremental transaction and acquisition-related costs over time, any net benefit may not be achieved in the near term or at all. If we and Marathon Oil are not able to adequately address integration challenges, we may be unable to successfully integrate operations or realize the anticipated benefits of the integration of the two companies.

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

Issuer Purchases of Equity Securities

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

In late 2016, we initiated our current share repurchase program. As of September 30, 2024, we had repurchased $32.3 billion of shares. In October 2024, our Board of Directors approved an increase to our existing authorization of $45 billion by a total of the lesser of $20 billion or the number of shares issued in the Marathon Oil transaction, such that the Company is not to exceed $65 billion in aggregate purchases. Repurchases are made at management’s discretion, at prevailing prices, subject to market conditions and other factors. Except as limited by applicable legal requirements, repurchases may be increased, decreased or discontinued at any time without prior notice. Shares of stock repurchased under the plan are held as treasury shares. In connection with the pending transaction with Marathon Oil, share repurchases were restricted for a period of time during 2024, pursuant to SEC regulations. These restrictions ended after the Marathon Oil stockholder approval on August 29, 2024, and share repurchases were subsequently resumed. See Part I—Item 1A—Risk Factors – “Our ability to execute our capital return program is subject to certain considerations” in our 2023 Annual Report on Form 10-K.

Insider Trading Arrangements

During the three-month period ended September 30, 2024, no officer or director of the company adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement.

** Filed herewith.*

**Furnished herewith.

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.