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

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

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

Business Environment and Executive Overview

ConocoPhillips is one of the world’s leading E&P companies based on production and reserves, with operations and activities in 14 countries. Our diverse, low cost of supply portfolio includes resource-rich unconventional plays in North America; conventional assets in North America, Europe, Africa and Asia; global LNG developments; oil sands in Canada; and an inventory of global exploration prospects. Headquartered in Houston, Texas, at September 30, 2025, we employed approximately 11,400 people worldwide and had total assets of $122 billion.

Overview

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

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

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

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Management’s Discussion and Analysis			Table of Contents

In November 2024, we completed our acquisition of Marathon Oil Corporation (Marathon Oil). In the first half of 2025, we completed the asset integration of Marathon Oil and remain on track for more than $1 billion of synergies on a run-rate basis by year-end 2025 and over $1 billion of one-time benefits. These one-time benefits include $0.5 billion recognized previously upon close of the transaction related to the utilization of foreign tax credits, with the remainder consisting of net operating losses expected to be realized in future periods. In August 2025, we announced incremental cost reductions and margin enhancements of more than $1 billion anticipated on a run-rate basis by year-end 2026. We expect approximately $0.8 billion to consist of G&A reductions, lease operating cost improvements and opportunities in transportation and processing and approximately $0.2 billion to be achieved through margin expansion. See Note 3.

In conjunction with our acquisition of Marathon Oil, we communicated a disposition proceeds target of $2 billion across the portfolio. In August 2025, we announced an increase to this target for a total of $5 billion by year-end 2026. ConocoPhillips has executed dispositions of over $3 billion in 2025 and is on track to meet its $5 billion disposition target by year-end 2026. On October 1, 2025, the company closed the disposition of Lower 48 assets in the Anadarko Basin for $1.3 billion. Additionally, in the fourth quarter of 2025, the sale of certain noncore assets closed or expect to close for approximately $0.5 billion, subject to customary closing adjustments. See Note 3.

In August 2025, we entered into a 20-year agreement, expected to begin in 2030, to purchase four MTPA of LNG offtake from Phase 2 of the Port Arthur LNG project, further advancing our global LNG portfolio strategy. Additionally, in August 2025, we entered into a 20-year agreement to purchase one MTPA of LNG offtake from the Rio Grande LNG Train 5 facility, expected to begin in 2031, bringing our total committed commercial LNG offtake portfolio to approximately 10 MTPA.

The relevant provisions of the One Big Beautiful Bill Act (OBBBA), enacted on July 4, 2025, were implemented during the third quarter of 2025. While OBBBA did not have a material effect on our effective tax rate for the quarter, the changes introduced by the legislation impacted our current and deferred tax calculations, with approximately $0.4 billion cash tax benefit recognized in the third quarter of 2025 and the remaining approximately $0.1 billion to be recognized in the fourth quarter of 2025.

In November 2025, we declared an increase to our quarterly ordinary dividend from $0.78 per share to $0.84 per share, representing an eight percent increase.

Production was 2,399 MBOED in the third quarter of 2025, an increase of 482 MBOED from the same period a year ago. After adjusting for impacts from closed acquisitions and dispositions, third-quarter 2025 production increased by 83 MBOED or four percent from the same period a year ago.

Third-quarter 2025 production resulted in $5.9 billion of cash provided by operating activities. We returned over $2.2 billion to shareholders, consisting of $1.3 billion through share repurchases and $1.0 billion through our ordinary dividend. We ended the quarter with cash, cash equivalents, restricted cash and short-term investments totaling $6.6 billion and long-term investments in debt securities of $1.1 billion.

Also in the third quarter of 2025, we re-invested $2.9 billion into the business in the form of capital expenditures and investments, with over half of the expenditures related to flexible, short-cycle unconventional plays in the Lower 48 segment, where our production has access to both domestic and export markets.

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Management’s Discussion and Analysis			Table of Contents

Business Environment

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

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

Brent crude oil prices averaged $69.07 per barrel in the third quarter of 2025, a decrease of 14 percent compared with $80.18 per barrel in the third quarter of 2024. WTI at Cushing crude oil prices averaged $64.93 per barrel in the third quarter of 2025, a decrease of 14 percent compared with $75.10 per barrel in the third quarter of 2024. Oil prices were lower in the third quarter of 2025 as global oil supplies increased faster than global oil demand.

U.S. Henry Hub natural gas prices averaged $3.07 per MMBTU in the third quarter of 2025, an increase of 43 percent compared with $2.15 per MMBTU in the third quarter of 2024. U.S. Henry Hub prices improved due to stronger demand and lower inventory levels versus the same time last year. We expect a risk of volatility in regional markers to remain throughout 2025.

Our realized bitumen price averaged $41.58 per barrel in the third quarter of 2025, a decrease of 12 percent compared with $47.32 per barrel in the third quarter of 2024. The decrease in the third quarter of 2025 was driven by falling WTI prices due to concerns over a slowdown in global trade and OPEC Plus increasing production targets, partly offset by strengthened WCS differentials due to additional egress capacity at the Trans Mountain Pipeline Expansion.

For the third quarter of 2025, our total average realized price was $46.44 per BOE, a decrease of 14 percent compared with $54.18 per BOE in the third quarter of 2024.

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Key Operating and Financial Summary

• Reported third-quarter 2025 earnings per share of $1.38;

• Generated cash provided by operating activities of $5.9 billion;

• Raised ordinary dividend by 8% to $0.84 per share;

• Delivered total company and Lower 48 production of 2,399 MBOED and 1,528 MBOED, respectively;

• Exceeded $3 billion in dispositions in 2025 and on track to meet $5 billion disposition target by year-end 2026;

• Advanced commercial LNG strategy by signing 20-year sales and purchase agreements at PALNG Phase 2 and Rio Grande LNG Train 5, expected to commence in 2030 and 2031, respectively;

• Distributed over $2.2 billion to shareholders, including $1.3 billion through share repurchases and $1.0 billion through the ordinary dividend; and

• Ended the quarter with cash, cash equivalents, restricted cash and short-term investments of $6.6 billion and long-term investments of $1.1 billion.

Outlook

Production

Fourth-quarter 2025 production is expected to be 2.30 to 2.34 MMBOED.

Full-year production guidance has been raised to 2.375 MMBOED, compared to prior guidance of 2.35 to 2.37 MMBOED.

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

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Results of Operations			Table of Contents

Results of Operations

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

Consolidated Results

Summary Operating Statistics

			Three Months Ended September 30						Nine Months Ended September 30
			2025			2024			2025			2024
Average Net Production
Crude oil (MBD)
Consolidated operations			1,133			945			1,144			938
Equity affiliates			13			12			12			14
Total crude oil			1,146			957			1,156			952
Natural gas liquids (MBD)
Consolidated operations			428			302			413			287
Equity affiliates			8			8			7			8
Total natural gas liquids			436			310			420			295
Bitumen (MBD)			123			87			137			116
Natural gas (MMCFD)
Consolidated operations			2,941			2,149			2,879			2,102
Equity affiliates			1,226			1,232			1,202			1,249
Total natural gas			4,167			3,381			4,081			3,351
Total Production (MBOED)			2,399			1,917			2,393			1,921
Total Production (MMBOE)			221			176			653			526

			Dollars Per Unit
Average Sales Prices
Crude oil (per BBL)
Consolidated operations			$	66.12		76.78			67.31			78.90
Equity affiliates			67.56			76.11			69.85			77.72
Total crude oil			66.13			76.77			67.34			78.88
Natural gas liquids (per BBL)
Consolidated operations			18.71			21.16			21.24			22.07
Equity affiliates			44.39			49.91			48.42			50.64
Total natural gas liquids			19.20			21.93			21.74			22.88
Bitumen (per BBL)			41.58			47.32			42.07			48.89
Natural gas (per MCF)
Consolidated operations			3.11			1.99			3.61			2.25
Equity affiliates			7.00			8.41			7.16			8.19
Total natural gas			$	4.28		4.42			4.69			4.53

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			Millions of Dollars
			Three Months Ended September 30						Nine Months Ended September 30
			2025			2024			2025			2024
Exploration Expenses
General administrative, geological and geophysical, lease rental and other			$	51		70			164			236
Leasehold impairment			20			—			56			4
Dry hole			—			—			49			44
			$	71		70			269			284

Total Company Production

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

Total production in the third quarter of 2025 was 2,399 MBOED, an increase of 482 MBOED or 25 percent from the same period a year ago. Total production in the nine-month period of 2025 was 2,393 MBOED, an increase of 472 MBOED or 25 percent from the same period a year ago. Production increases include:

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

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

Production increases were partly offset by normal field decline.

After adjusting for impacts from closed acquisitions and dispositions, third-quarter 2025 production increased by 83 MBOED or four percent from the same period a year ago. After adjusting for closed acquisitions and dispositions, production in the nine-month period of 2025 increased 92 MBOED or four percent from the same period a year ago.

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Results of Operations			Table of Contents

Income Statement Analysis

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

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

			Millions of Dollars
			Three Months Ended September 30						Nine Months Ended September 30
			2025			2024			2025			2024
Sales and other operating revenues			$	15,031		13,041			45,552			40,509
Purchased commodities			5,857			4,747			17,130			14,939
Production and operating expenses			2,632			2,261			7,710			6,440
Depreciation, depletion and amortization			2,917			2,390			8,501			6,935
Taxes other than income taxes			525			476			1,648			1,567

Sales and other operating revenues for the three- and nine-month periods of 2025 increased $1,990 million and $5,043 million, respectively. Increases in the third quarter were due to higher volumes of $1,875 million, inclusive of sales volumes from our acquisition of Marathon Oil; higher realized natural gas prices of $303 million and timing of sales as compared to the prior period. These increases were partly offset by lower crude, bitumen and NGL realized prices of $1,273 million. Increases in the nine-month period of 2025 were due to higher volumes of $5,863 million, inclusive of sales volumes from our acquisition of Marathon Oil; timing of sales as compared to the prior period and higher realized natural gas prices of $1,069 million. These increases were partly offset by lower crude, bitumen and NGL realized prices of $3,968 million. See Note 3.

Purchased commodities for the three- and nine-month periods of 2025 increased $1,110 million and $2,191 million, respectively. These increases were due to higher volumes associated with our acquisition of Marathon Oil, higher natural gas prices and higher crude and natural gas volumes, partly offset by lower crude prices. See Note 3.

Production and operating expenses for the three- and nine-month periods of 2025 increased $371 million and $1,270 million, respectively, primarily due to impacts from our acquisition of Marathon Oil in the fourth quarter of 2024. See Note 3.

DD&A for the three- and nine-month periods of 2025 increased $527 million and $1,566 million, respectively, primarily due to impacts from our acquisition of Marathon Oil in the fourth quarter of 2024. See Note 3.

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Segment Results

Unless otherwise indicated, discussion of segment results for the three- and nine-month periods ended September 30, 2025, is based on a comparison with the corresponding period of 2024 and are shown after-tax.

A summary of the company's net income (loss) by business segment follows:

			Millions of Dollars
			Three Months Ended September 30						Nine Months Ended September 30
			2025			2024			2025			2024
Alaska			$	130		267			592			973
Lower 48			1,240			1,241			4,429			3,881
Canada			188			25			593			466
Europe, Middle East and North Africa			327			298			983			853
Asia Pacific			309			455			950			1,411
Other International			4			1			7			3
Corporate and Other			(472)			(228)			(1,008)			(648)
Net income (loss)			$	1,726		2,059			6,546			6,939

For further discussion of segment results, see the following pages.

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Results of Operations			Table of Contents

Alaska

			Three Months Ended September 30						Nine Months Ended September 30
			2025			2024			2025			2024
Select financial data by segment before-tax ($MM)
Sales and other operating revenues			$	1,443		1,481			4,368			4,934
Production and operating expenses			564			520			1,616			1,489
Depreciation, depletion and amortization			327			309			1,043			954
Taxes other than income taxes			126			98			314			362
Net income (loss) ($MM)			$	130		267			592			973
Average Net Production
Crude oil (MBD)			164			162			177			171
Natural gas liquids (MBD)			12			14			14			14
Natural gas (MMCFD)			36			37			44			38
Total Production (MBOED)			182			182			198			191
Total Production (MMBOE)			17			17			54			52
Average Sales Prices
Crude oil ($ per BBL)			$	72.72		81.32			73.50			83.89
Natural gas ($ per MCF)			3.86			3.98			3.85			3.97

The Alaska segment primarily explores for, produces, transports and markets crude oil, NGLs and natural gas. As of September 30, 2025, Alaska contributed 11 percent of our consolidated liquids production and two percent of our consolidated natural gas production.

Net Income (Loss)

Alaska reported earnings of $130 million and $592 million in the three- and nine-month periods of 2025, respectively, compared with earnings of $267 million and $973 million in the three- and nine-month periods of 2024, respectively.

Earnings in the third quarter of 2025 included lower sales revenues resulting from lower realized prices of $95 million. Decreases to earnings also included higher production and operating expenses of $30 million, driven by a severance accrual related to certain announced cost reduction initiatives. See Note 15.

Earnings in the nine-month period of 2025 included lower sales revenues resulting from lower realized prices of $383 million, partly offset by higher produced volumes of $90 million. Earnings decreases in the nine-month period of 2025 also included higher production and operating expenses of $90 million, driven by higher lease operating expenses and well work activity and a severance accrual related to certain announced cost reduction initiatives, and higher DD&A of $63 million, primarily driven by higher rates and higher production. See Note 15. Increases to earnings included lower taxes other than income taxes of $34 million driven by an impact from the settlement of a contingent matter.

Production

Average production remained flat in the three-month period and increased seven MBOED in the nine-month period of 2025, compared to the respective periods in 2024. Increases to production were primarily due to new wells online and less downtime.

The production increases were partly offset by normal field decline.

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Lower 48

			Three Months Ended September 30						Nine Months Ended September 30
			2025			2024			2025			2024
Select financial data by segment before-tax ($MM)
Sales and other operating revenues			$	10,538		9,080			32,049			27,441
Production and operating expenses			1,434			1,180			4,399			3,420
Depreciation, depletion and amortization			2,079			1,640			5,986			4,629
Taxes other than income taxes			353			324			1,178			1,014
Net income (loss) ($MM)			$	1,240		1,241			4,429			3,881
Average Net Production
Crude oil (MBD)			761			603			759			577
Natural gas liquids (MBD)			401			278			385			263
Natural gas (MMCFD)			2,198			1,596			2,142			1,557
Total Production (MBOED)			1,528			1,147			1,501			1,099
Total Production (MMBOE)			141			106			410			301
Average Sales Prices
Crude oil ($ per BBL)			$	63.71		74.73			64.96			76.29
Natural gas liquids ($ per BBL)			18.81			20.64			21.26			21.58
Natural gas ($ per MCF)			1.62			0.18			1.95			0.67

The Lower 48 segment consists of operations located in the U.S. Lower 48 states and commercial operations. As of September 30, 2025, the Lower 48 contributed 67 percent of our consolidated liquids production and 74 percent of our consolidated natural gas production.

Net Income (Loss)

Lower 48 reported earnings of $1,240 million and $4,429 million in the three- and nine-month periods of 2025, respectively, compared with earnings of $1,241 million and $3,881 million in the three- and nine-month periods of 2024, respectively.

Earnings in the third quarter of 2025 included higher sales revenues resulting from higher volumes of $1,041 million, which included volumes from our acquisition of Marathon Oil. These increases were partly offset by lower overall realized prices of $429 million, driven by lower crude prices. Decreases to earnings in the third quarter of 2025 included higher DD&A of $344 million and higher production and operating expenses of $199 million, primarily from our acquisition of Marathon Oil. See Note 3.

Earnings in the nine-month period of 2025 included higher sales revenues resulting from higher volumes of $3,607 million which included volumes from our acquisition of Marathon Oil. Additional increases to revenues included a gain of $242 million primarily associated with the divestiture of the Ursa and Europa fields, and Ursa Oil Pipeline Company LLC. These increases were partly offset by lower overall realized prices of $1,290 million, driven by lower crude prices. Additional decreases to earnings in the nine-month period of 2025 included higher DD&A of $1,072 million and higher production and operating expenses of $773 million, primarily from our acquisition of Marathon Oil. See Note 3.

Production

Average production increased 381 MBOED and 402 MBOED in the three- and nine-month periods of 2025, respectively, compared to the respective periods in 2024. Increases to production were primarily due to new wells online from our development programs in the Delaware Basin, Eagle Ford, Midland Basin and Bakken. Production also increased due to our acquisition of Marathon Oil in November 2024. See Note 3.

Production increases were partly offset by normal field decline.

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Asset Dispositions, Assets Held for Sale and Planned Dispositions

On October 1, 2025, we closed the disposition of Anadarko Basin assets for $1.3 billion. Including Anadarko Basin, we have completed divestitures of assets totaling approximately $2.6 billion in proceeds. Production from these assets averaged approximately 33MBOED in 2024. See Note 3.

Additionally, in the fourth quarter of 2025, we closed or expect to close dispositions of certain noncore assets for approximately $0.5 billion, subject to customary closing adjustments. See Note 3.

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Canada

			Three Months Ended September 30						Nine Months Ended September 30
			2025			2024			2025			2024
Select financial data by segment before-tax ($MM)
Sales and other operating revenues			$	941		660			2,774			2,537
Production and operating expenses			218			269			635			709
Depreciation, depletion and amortization			142			147			416			471
Taxes other than income taxes			7			6			21			25
Net income (loss) ($MM)			$	188		25			593			466
Average Net Production
Crude oil (MBD)			17			15			18			17
Natural gas liquids (MBD)			7			7			6			6
Bitumen (MBD)			123			87			137			116
Natural gas (MMCFD)			134			121			123			114
Total Production (MBOED)			169			129			182			158
Total Production (MMBOE)			16			12			50			43
Average Sales Prices
Crude oil ($ per BBL)			$	55.80		61.99			57.73			65.09
Natural gas liquids ($ per BBL)			20.98			28.11			23.09			30.13
Bitumen ($ per BBL)			41.58			47.32			42.07			48.89
Natural gas ($ per MCF)*			0.37			0.10			0.78			0.46

*Average sales prices include unutilized transportation costs.

The Canada segment operations include the Surmont oil sands development in Alberta, the Montney unconventional play in British Columbia and commercial operations. As of September 30, 2025, Canada contributed 10 percent of our consolidated liquids production and four percent of our consolidated natural gas production.

Net Income (Loss)

Canada reported earnings of $188 million and $593 million in the three- and nine-month periods of 2025, respectively, compared with earnings of $25 million and $466 million in the three- and nine-month periods of 2024, respectively.

Earnings in the third quarter of 2025 included higher sales revenues resulting from higher volumes of $128 million, partly offset by lower realized prices of $58 million. Increases to earnings include lower production and operating expenses of $39 million primarily due to the absence of prior-year planned turnaround activity at Surmont.

Earnings in the nine-month period of 2025 included higher sales revenues resulting from higher volumes of $221 million and timing of sales, offset by lower realized prices of $221 million. Additional increases to earnings include lower production and operating expenses of $56 million primarily due to the absence of prior-year planned turnaround activity at Surmont and lower DD&A of $42 million driven by year-end upward reserve revisions.

Production

Average production increased 40 MBOED and 24 MBOED in the three- and nine-month periods of 2025, respectively. Increases to production resulted from new wells online in the Montney and Surmont and the absence of prior-year planned turnaround activity at Surmont.

Production increases were partly offset by normal field decline.

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Europe, Middle East and North Africa

			Three Months Ended September 30						Nine Months Ended September 30
			2025			2024			2025			2024
Select financial data by segment before-tax ($MM)
Sales and other operating revenues			$	1,578		1,337			4,918			4,090
Production and operating expenses			213			154			669			471
Depreciation, depletion and amortization			245			189			662			544
Taxes other than income taxes			11			10			33			31
Net income (loss) ($MM)			$	327		298			983			853
Consolidated Operations
Average Net Production
Crude oil (MBD)			134			110			130			115
Natural gas liquids (MBD)			8			3			8			4
Natural gas (MMCFD)			506			351			508			346
Total Production (MBOED)			227			171			223			177
Total Production (MMBOE)			21			16			61			48
Average Sales Prices
Crude oil ($ per BBL)			$	69.46		80.88			70.76			83.45
Natural gas liquids ($ per BBL)			10.09			46.08			19.13			44.81
Natural gas ($ per MCF)			10.31			10.76			11.35			9.71

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

The Europe, Middle East and North Africa segment consists of operations principally located in the Norwegian sector of the North Sea and the Norwegian Sea, Qatar, Libya, Equatorial Guinea and commercial and terminalling operations in the U.K. As of September 30, 2025, our Europe, Middle East and North Africa operations contributed eight percent of our consolidated liquids production and 18 percent of our consolidated natural gas production.

Net Income (Loss)

Europe, Middle East and North Africa reported earnings of $327 million and $983 million in the three- and nine-month periods of 2025, respectively, compared with earnings of $298 million and $853 million in the three- and nine-month periods of 2024, respectively.

Earnings in the third quarter of 2025 included higher revenues inclusive of higher volumes of $115 million, which included volumes added from our acquisition of Marathon Oil, partly offset by lower realized prices of $61 million impacted by lower crude prices. Decreases to earnings in the third quarter included higher production and operating expenses of $19 million and higher DD&A of $18 million, primarily from our acquisition of Marathon Oil. See Note 3.

Earnings in the nine-month period of 2025 included higher revenues resulting from higher volumes of $250 million, which included volumes from our acquisition of Marathon Oil and timing of sales compared to the prior period, offset by lower overall realized prices of $86 million, driven by lower crude prices. Decreases to earnings in the nine-month period included higher production and operating expenses of $61 million and higher DD&A of $37 million, primarily from our acquisition of Marathon Oil. See Note 3.

Consolidated Production

Average consolidated production increased 56 MBOED and 46 MBOED in the three- and nine-month periods of 2025, respectively, compared to the respective periods in 2024. Increases to production were due to the impact from assets acquired from Marathon Oil as well as new wells online in Norway and Libya. See Note 3.

Production increases were partly offset by normal field decline.

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Asia Pacific

			Three Months Ended September 30						Nine Months Ended September 30
			2025			2024			2025			2024
Select financial data by segment before-tax ($MM)
Sales and other operating revenues			$	515		478			1,410			1,495
Production and operating expenses			101			110			251			281
Depreciation, depletion and amortization			113			97			350			314
Taxes other than income taxes			15			25			47			90
Net income (loss) ($MM)			$	309		455			950			1,411
Consolidated Operations
Average Net Production
Crude oil (MBD)			57			55			60			58
Natural gas (MMCFD)			67			44			62			47
Total Production (MBOED)			68			62			70			66
Total Production (MMBOE)			6			6			19			18
Average Sales Prices
Crude oil ($ per BBL)			$	71.72		80.84			72.51			84.15
Natural gas ($ per MCF)			3.60			3.62			3.66			3.75

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

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

Net Income (Loss)

Asia Pacific reported earnings of $309 million and $950 million for the three- and nine-month periods of 2025, respectively, compared with earnings of $455 million and $1,411 million in the three- and nine-month periods of 2024, respectively.

Earnings in the third quarter of 2025 included lower earnings from equity affiliates of $76 million, primarily due to lower LNG sales prices.

Earnings in the nine-month period of 2025 included lower revenues resulting from lower realized prices of $156 million, partly offset by higher volumes of $46 million, the absence of a $76 million tax benefit associated with a deepwater investment tax incentive for Malaysia blocks J and G and higher exploration expenses of $37 million driven primarily by dry hole expenses associated with certain suspended wells. Additional decreases to earnings included lower earnings from equity affiliates of $208 million, primarily due to lower LNG sales prices. See Note 6 and Note 19.

Consolidated Production

Average consolidated production increased six MBOED and four MBOED in the three- and nine-month periods of 2025, respectively, compared to the respective periods in 2024. Increases to production were primarily due to development activity in Bohai Bay in China and Gumusut in Malaysia.

Production increases were partly offset by normal field decline.

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Other International

			Three Months Ended September 30						Nine Months Ended September 30
			2025			2024			2025			2024
Net income (loss) ($MM)			$	4		1			7			3

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

Corporate and Other

			Millions of Dollars
			Three Months Ended September 30						Nine Months Ended September 30
			2025			2024			2025			2024
Net income (loss)
Net interest expense			$	(152)		(79)			(402)			(261)
Corporate G&A expenses			(163)			(99)			(420)			(282)
Technology			(88)			(32)			(128)			(100)
Other income (expense)			(69)			(18)			(58)			(5)
			$	(472)		(228)			(1,008)			(648)

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

Corporate G&A expenses include compensation programs and staff costs. Corporate G&A expenses increased in the three- and nine-month periods of 2025, primarily due to transaction and integration expenses associated with our acquisition of Marathon Oil and a severance accrual related to certain announced cost reduction initiatives. See Note 3 and Note 15.

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

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

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Capital Resources and Liquidity

Financial Indicators

			Millions of Dollars
			September 30 2025			December 31 2024
Cash and cash equivalents			$	5,260		5,607
Short-term investments			996			507
Total debt			23,482			24,324
Total equity			64,923			64,796
Percent of total debt to capital*			27		%	27
Percent of floating-rate debt to total debt			1		%	1

*Capital includes total debt and total equity.

To meet our short-term and long-term liquidity requirements, we look to a variety of funding sources, including cash generated from operating activities, our commercial paper and credit facility programs and our ability to sell securities using our shelf registration statement. During the first nine months of 2025, the primary uses of our available cash were $9.5 billion to support our ongoing capital expenditures and investments program, $4.0 billion to repurchase common stock, $3.0 billion to pay the ordinary dividend and $0.9 billion to retire debt at maturity, partly offset by proceeds from noncore asset sales of $1.6 billion.

At September 30, 2025, we had total liquidity of $11.8 billion, comprised of cash and cash equivalents of $5.3 billion, short-term investments of $1.0 billion and available borrowing capacity under our credit facility of $5.5 billion. In addition, we have $1.1 billion of long-term investments in debt securities. We believe current cash balances and cash generated by operating activities, together with access to external sources of funds as described below in the “Significant Changes in Capital” section, will be sufficient to meet our funding requirements in the near- and long-term, including our capital spending program, acquisitions, dividend payments and debt obligations.

Significant Changes in Capital

Operating Activities

Cash provided by operating activities totaled $15.5 billion for the first nine months of 2025 compared with $15.7 billion for the corresponding period of 2024. The decrease resulted from lower commodity prices and tax payment timing, mostly offset by operations from the 2024 Marathon acquisition.

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

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

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

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Investing Activities

For the first nine months of 2025, we invested $9.5 billion in capital expenditures and investments. Our 2025 operating plan capital expenditures are currently expected to be $12.3 billion to $12.6 billion. Our 2024 capital expenditures and investments were $12.1 billion. See the “Capital Expenditures and Investments” section.

In the first nine months of 2025, net cash used in investing activities was impacted by an increase in working capital changes associated with investing activities of $488 million, due to timing of invoice payments.

Proceeds from asset sales were $1.6 billion in the first nine months of 2025 compared with $0.2 billion for the corresponding period in 2024. We received proceeds of approximately $1.5 billion from the sale of assets in our Lower 48 segment and $0.1 billion from real estate asset sales in our Corporate segment. See Note 3.

In July 2025, we signed an agreement to divest Lower 48 assets in the Anadarko Basin. The $1.3 billion transaction closed on October 1, 2025. See Note 3.

In the fourth quarter of 2025, we closed or expect to close dispositions of certain noncore Lower 48 assets for approximately $0.5 billion, subject to customary closing adjustments. See Note 3.

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

Investing activities in the first nine months of 2025 included net purchases of $556 million of investments. We had net purchases of $94 million of short-term investments and net purchases of $462 million of long-term investments*.* See Note 13.

Financing Activities

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

Our debt balance at September 30, 2025, was $23.5 billion compared with $24.3 billion at December 31, 2024. The current portion of debt, including future payments for finance leases, is $1.0 billion at September 30, 2025. In the second quarter of 2025, the company retired $0.2 billion principal amount of our 3.35% Notes at maturity. In the first quarter of 2025, the company retired $0.5 billion principal amount of debt at maturity, consisting of $0.4 billion of our 2.4% Notes and $0.1 billion of our 8.2% Debentures. Debt payments are expected to be made using current cash balances and cash provided by operating activities.

The current long-term debt credit ratings are:

• Fitch: “A” with a “stable” outlook

• S&P: “A-” with a “stable” outlook

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

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

Certain of our project-related contracts, commercial contracts and derivative instruments contain provisions requiring us to post collateral. Many of these contracts and instruments permit us to post either cash or letters of credit as collateral. At September 30, 2025, and December 31, 2024, we had direct bank letters of credit of $243 million and $278 million, respectively, which secured performance obligations related to various purchase commitments incident to the ordinary conduct of business. In the event of a credit rating downgrade, we may be required to post additional letters of credit.

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Shelf Registration

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

Capital Requirements

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

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

In the first nine months of 2025, we paid ordinary dividends of $2.34 per share and in the first nine months of 2024, we paid ordinary dividends of $1.74 per share and VROC payments of $0.60 per share.

In November 2025, we declared an increase to our quarterly ordinary dividend from $0.78 per share to $0.84 per share, representing an eight percent increase. The dividend is payable December 1, 2025, to shareholders of record at the close of business on November 17, 2025.

In late 2016, we initiated our current share repurchase program. In October 2024, our Board of Directors approved an increase from our prior authorization of $45 billion by a total of the lesser of $20 billion or the number of shares issued in our acquisition of Marathon Oil, such that the company is not to exceed $65 billion in aggregate purchases. Share repurchases are made at management’s discretion, at prevailing prices, subject to market conditions and other factors. As of September 30, 2025, share repurchases since the inception of our current program totaled 474.8 million shares and $38.3 billion. In the nine months ended September 30, 2025, we repurchased 42.2 million shares for a cost of $4.0 billion.

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

Capital Expenditures and Investments

			Millions of Dollars
			Nine Months Ended September 30
			2025			2024
Alaska			$	2,785		2,102
Lower 48			5,089			4,918
Canada			461			419
Europe, Middle East and North Africa			923			694
Asia Pacific			188			235
Corporate and Other			84			433
Capital expenditures and investments			$	9,530		8,801

During the first nine months of 2025, capital expenditures and investments supported key operating activities and acquisitions, primarily:

• Appraisal and development activities in Alaska related to the Western North Slope, inclusive of Willow, and development activities in the Greater Kuparuk Area.

• Development activities in the Lower 48, primarily in the Delaware Basin, Eagle Ford, Midland Basin and Bakken.

• Appraisal and development activities in the Montney as well as development and optimization of Surmont in Canada.

• Development and appraisal activities across assets in Norway and development activities in Libya.

• Continued development activities in China.

• Investments in our global LNG operations.

Our 2025 operating plan capital expenditure guidance is currently expected to be $12.3 billion to $12.6 billion. Our operating plan capital was $12.1 billion in 2024.

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Guarantor Summarized Financial Information

We have various cross guarantees among our Obligor Group: ConocoPhillips, ConocoPhillips Company and Burlington Resources LLC, with respect to publicly held debt securities. ConocoPhillips Company is 100 percent owned by ConocoPhillips. Burlington Resources LLC is 100 percent owned by ConocoPhillips Company. ConocoPhillips and/or ConocoPhillips Company have fully and unconditionally guaranteed the payment obligations of Burlington Resources LLC, with respect to its publicly held debt securities. Similarly, ConocoPhillips has fully and unconditionally guaranteed the payment obligations of ConocoPhillips Company with respect to its publicly held debt securities. In addition, ConocoPhillips Company has fully and unconditionally guaranteed the payment obligations of ConocoPhillips with respect to its publicly held debt securities. All guarantees are joint and several.

The following tables present summarized financial information for the Obligor Group, as defined below:

• The Obligor Group will reflect guarantors and issuers of guaranteed securities consisting of ConocoPhillips, ConocoPhillips Company and Burlington Resources LLC.

• Consolidating adjustments for elimination of investments in and transactions between the collective guarantors and issuers of guaranteed securities are reflected in the balances of the summarized financial information.

• Non-Obligated Subsidiaries are excluded from the presentation.

Transactions and balances reflecting activity between the Obligors and Non-Obligated Subsidiaries are presented below:

Summarized Income Statement Data

			Millions of Dollars
			Nine Months Ended September 30, 2025
Revenues and Other Income			$	29,287
Income (loss) before income taxes*			6,092
Net income (loss)			6,546

*Includes approximately $8.3 billion of purchased commodities expense for transactions with Non-Obligated Subsidiaries.

Summarized Balance Sheet Data

			Millions of Dollars
			September 30 2025			December 31 2024
Current Assets			$	6,086		6,077
Amounts due from Non-Obligated Subsidiaries, current			894			319
Noncurrent Assets			127,862			120,845
Amounts due from Non-Obligated Subsidiaries, noncurrent			11,939			11,719
Current Liabilities			4,269			4,504
Amounts due to Non-Obligated Subsidiaries, current			872			935
Noncurrent Liabilities			71,222			64,088
Amounts due to Non-Obligated Subsidiaries, noncurrent			48,774			41,826

Contingencies

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

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

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Legal and Tax Matters

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

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

Environmental

We are subject to the same numerous international, federal, state and local environmental laws and regulations as other companies in our industry. We occasionally receive requests for information or notices of potential liability from the U.S. EPA and state environmental agencies alleging that we are a potentially responsible party under the CERCLA or an equivalent state statute. On occasion, we also have been made a party to cost recovery litigation by those agencies or by private parties. These requests, notices and lawsuits assert potential liability for remediation costs at various sites that typically are not owned by us, but allegedly contain waste attributable to our past operations. As of September 30, 2025, there were 16 sites around the U.S. in which we were identified as a potentially responsible party under CERCLA and comparable state laws. For remediation activities in the U.S. and Canada, our consolidated balance sheet included total accrued environmental costs of $210 million at September 30, 2025, compared with $206 million at December 31, 2024. We expect to incur a substantial amount of these expenditures within the next 30 years.

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

Climate Change

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

Company Response to Climate-Related Risks

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

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

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

This report includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements other than statements of historical fact included or incorporated by reference in this report, including, without limitation, statements regarding our future financial position, business strategy, budgets, projected revenues, costs and plans, objectives of management for future operations, the anticipated benefits of our acquisition of Marathon Oil, the anticipated impact of our acquisition of Marathon Oil on the combined company’s business and future financial and operating results and the expected amount and timing of synergies from our acquisition of Marathon Oil are forward-looking statements. Examples of forward-looking statements contained in this report include our expected production growth and outlook on the business environment generally, our expected capital budget and capital expenditures and discussions concerning development or replacement of reserves and future dividends. You can often identify our forward-looking statements by the words “ambition,” “anticipate,” “believe,” “budget,” “continue,” “could,” “effort,” “estimate,” “expect,” “forecast,” “goal,” “guidance,” “intend,” “may,” “objective,” “outlook,” “plan,” “potential,” “predict,” “projection,” “seek,” “should,” “target,” “will,” “would” and similar expressions.

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

• Effects of volatile commodity prices, including prolonged periods of low commodity prices, which may adversely impact our operating results and our ability to execute on our strategy and could result in recognition of impairment charges on our long-lived assets, leaseholds and nonconsolidated equity investments.

• Global and regional changes in the demand, supply, prices, differentials or other market conditions affecting oil and gas, including changes as a result of any ongoing military conflict and the global response to such conflict; security threats on facilities and infrastructure; global health crises; the imposition or lifting of crude oil production quotas or other actions that might be imposed by OPEC and other producing countries; or the resulting company or third-party actions in response to such changes.

• The potential for insufficient liquidity or other factors, such as those described herein, that could impact our ability to repurchase shares and declare and pay dividends, whether fixed or variable.

• Potential failures or delays in achieving expected reserve or production levels from existing and future oil and gas developments, including due to operating hazards, drilling risks and the inherent uncertainties in predicting reserves and reservoir performance.

• Reductions in our reserve replacement rates, whether as a result of significant declines in commodity prices or otherwise.

• Unsuccessful exploratory drilling activities or the inability to obtain access to exploratory acreage.

• Failure to progress or complete announced and future development plans related to constructing, modifying or operating E&P and LNG facilities, or unexpected changes in costs, inflationary pressures or technical equipment related to such plans.

• Significant operational or investment changes imposed by legislative and regulatory initiatives and international agreements addressing environmental concerns, including initiatives addressing the impact of global climate change, such as limiting or reducing GHG emissions; regulations concerning hydraulic fracturing, methane emissions, flaring or water disposal; and prohibitions on commodity exports.

• Broader societal attention to and efforts to address climate change may cause substantial investment in and increased adoption of competing or alternative energy sources.

• Risks, uncertainties and high costs that may prevent us from successfully executing on our Climate Risk Strategy.

• Lack or inadequacy of, or disruptions in, reliable transportation for our crude oil, bitumen, natural gas, LNG and NGLs.

• Inability to timely obtain or maintain permits, including those necessary for construction, drilling and/or development, or inability to make capital expenditures required to maintain compliance with any necessary permits or applicable laws or regulations.

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• Potential disruption or interruption of our operations and any resulting consequences due to accidents; extraordinary weather events; supply chain disruptions; civil unrest; political events; war; terrorism; cybersecurity threats or information technology failures, constraints or disruptions.

• Liability for remedial actions, including removal and reclamation obligations, under existing or future environmental regulations and litigation.

• Liability resulting from pending or future litigation or our failure to comply with applicable laws and regulations.

• General domestic and international economic, political and diplomatic developments, including deterioration of international trade relationships; the imposition of trade restrictions or tariffs relating to commodities and material or products (such as aluminum and steel) used in the operation of our business; expropriation of assets; changes in governmental policies relating to commodity pricing, including the imposition of price caps; sanctions; or other adverse regulations or taxation policies.

• Competition and consolidation in the oil and gas E&P industry, including competition for sources of supply, services, personnel and equipment.

• Any limitations on our access to capital or increase in our cost of capital or insurance, including as a result of illiquidity, changes or uncertainty in domestic or international financial markets, foreign currency exchange rate fluctuations or investment sentiment.

• Challenges or delays to our execution of, or successful implementation of the acquisition of Marathon Oil or any future asset dispositions or acquisitions we elect to pursue; potential disruption of our operations, including the diversion of management time and attention; our inability to realize anticipated cost savings or capital expenditure reductions; difficulties integrating acquired businesses and technologies; or other unanticipated changes.

• Our inability to deploy the net proceeds from any asset dispositions that are pending or that we elect to undertake in the future in the manner and timeframe we anticipate, if at all.

• The operation, financing and management of risks of our joint ventures.

• The ability of our customers and other contractual counterparties to satisfy their obligations to us, including our ability to collect payments when due from the government of Venezuela or PDVSA.

• Uncertainty as to the long-term value of our common stock.

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

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