Item 1. Financial Statements

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Item 1. Financial Statements

Consolidated Income StatementConocoPhillips
Millions of Dollars
Three Months Ended March 31
20262025
Revenues and other income
Sales and other operating revenues$15,76116,517
Equity in earnings of affiliates247392
Gain (loss) on dispositions579
Other income41113
Total revenues and other income16,05417,101
Costs and expenses
Purchased commodities6,2836,188
Production and operating expenses2,2762,506
Selling, general and administrative expenses193191
Exploration expenses109117
Depreciation, depletion and amortization2,9062,746
Impairments191
Taxes other than income taxes607551
Accretion on discounted liabilities9794
Interest and debt expense198205
Foreign currency transaction (gain) loss—30
Other expenses36
Total costs and expenses12,69112,635
Income (loss) before income taxes3,3634,466
Income tax provision (benefit)1,1801,617
Net income (loss)$2,1832,849
Net income (loss) per share of common stock (dollars)
Basic$1.782.23
Diluted1.782.23
Weighted-average common shares outstanding (in thousands)
Basic1,224,0361,273,350
Diluted1,224,9601,274,879

See Notes to Consolidated Financial Statements.

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Financial StatementsTable of Contents
Consolidated Statement of Comprehensive IncomeConocoPhillips
Millions of Dollars
Three Months Ended March 31
20262025
Net income (loss)$2,1832,849
Other comprehensive income (loss), net of tax:
Defined benefit plans(16)7
Unrealized holding gain (loss) on securities(6)2
Foreign currency translation adjustments(95)70
Other comprehensive income (loss), net of tax(117)79
Comprehensive income (loss)$2,0662,928

See Notes to Consolidated Financial Statements.

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Financial StatementsTable of Contents
Consolidated Balance SheetConocoPhillips
Millions of Dollars
March 31 2026December 31 2025
Assets
Cash and cash equivalents$5,8776,497
Short-term investments486484
Accounts and notes receivable, net7,0505,813
Inventories1,9101,873
Prepaid expenses and other current assets906865
Total current assets16,22915,532
Investments and long-term receivables10,32010,185
Net properties, plants and equipment (net of accumulated DD&A of $93,460 and $90,396, respectively)93,14193,239
Other assets3,0352,983
Total assets$122,725121,939
Liabilities
Accounts payable$7,0176,218
Short-term debt1,0651,020
Accrued income and other taxes2,1291,835
Employee benefit obligations5051,136
Other accruals1,8701,763
Total current liabilities12,58611,972
Long-term debt22,26222,424
Asset retirement obligations and accrued environmental costs8,3668,214
Deferred income taxes12,38912,237
Employee benefit obligations944969
Other liabilities and deferred credits1,6371,636
Total liabilities58,18457,452
Equity
Common stock (2,500,000,000 shares authorized at $0.01 par value)
Issued (2026—2,255,873,510 shares; 2025—2,253,518,282 shares)
Par value2323
Capital in excess of par77,76177,728
Treasury stock (at cost: 2026—1,037,579,503 shares; 2025—1,028,350,186 shares)(77,231)(76,217)
Accumulated other comprehensive income (loss)(6,028)(5,911)
Retained earnings70,01668,864
Total equity64,54164,487
Total liabilities and equity$122,725121,939

See Notes to Consolidated Financial Statements.

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Consolidated Statement of Cash FlowsConocoPhillips
Millions of Dollars
Three Months Ended March 31
20262025
Cash flows from operating activities
Net income (loss)$2,1832,849
Adjustments to reconcile net income (loss) to net cash provided by operating activities
Depreciation, depletion and amortization2,9062,746
Impairments191
Dry hole costs and leasehold impairments3461
Accretion on discounted liabilities9794
Deferred taxes102(71)
Distributions more (less) than income from equity affiliates7(19)
(Gain) loss on dispositions(5)(79)
Other44(115)
Working capital adjustments
Decrease (increase) in accounts and notes receivable(1,141)280
Decrease (increase) in inventories(39)(26)
Decrease (increase) in prepaid expenses and other current assets(95)(134)
Increase (decrease) in accounts payable507518
Increase (decrease) in taxes and other accruals(324)10
Net cash provided by operating activities4,2956,115
Cash flows from investing activities
Capital expenditures and investments(2,948)(3,378)
Working capital changes associated with investing activities162827
Proceeds from asset dispositions9635
Net sales (purchases) of investments(30)(400)
Other(1)(30)
Net cash used in investing activities(2,808)(2,346)
Cash flows from financing activities
Repayment of debt(114)(547)
Issuance of company common stock(35)(52)
Repurchase of company common stock(1,006)(1,500)
Dividends paid(1,032)(998)
Other1(40)
Net cash used in financing activities(2,186)(3,137)
Effect of exchange rate changes on cash, cash equivalents and restricted cash2983
Net change in cash, cash equivalents and restricted cash(670)715
Cash, cash equivalents and restricted cash at beginning of period6,9165,905
Cash, cash equivalents and restricted cash at end of period$6,2466,620

Restricted cash of $65 million is included in the "Prepaid expenses and other current assets" line of our Consolidated Balance Sheet at December 31, 2025.

Restricted cash of $369 million and $354 million is included in the "Other assets" line of our Consolidated Balance Sheet at March 31, 2026, and December 31, 2025, respectively.

See Notes to Consolidated Financial Statements.

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Notes to Consolidated Financial Statements

Note 1—Basis of Presentation

The interim-period financial information presented in the financial statements included in this report is unaudited and, in the opinion of management, includes all known accruals and adjustments necessary for a fair presentation of the consolidated financial position of ConocoPhillips, its results of operations and cash flows for such periods. All such adjustments are of a normal and recurring nature, unless otherwise disclosed. Certain notes and other information have been condensed or omitted from the interim financial statements included in this report; therefore, these financial statements should be read in conjunction with the consolidated financial statements and notes included in our 2025 Annual Report on Form 10-K. Certain prior year financial statement line items have been reclassified to conform to the current year presentation.

Note 2—Inventories

Millions of Dollars
March 31 2026December 31 2025
Crude oil and products$1,0541,000
Materials and supplies856873
Total inventories$1,9101,873
Inventories valued on the LIFO basis$672609

Note 3—Investments and Long-Term Receivables

Australia Pacific LNG Pty Ltd. (APLNG)

In Australia, we hold a 47.5 percent shareholding interest in APLNG. At March 31, 2026, the outstanding balance of APLNG's debt was $3.1 billion. The last principal and interest payment on the debt is due in September 2032. See Note 5.

At March 31, 2026, the carrying value of our equity method investment in APLNG was approximately $5.0 billion.

Port Arthur LNG (PALNG)

We hold a 30 percent direct equity investment in PALNG, a joint venture for the development of a large-scale LNG facility.

At March 31, 2026, the carrying value of our equity method investment in PALNG was approximately $1.6 billion.

Qatar LNG

Our equity method investments in Qatar include the following:

  • 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.

  • 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.

  • QatarEnergy LNG NFS(3) (NFS3)—25 percent owned joint venture with an affiliate of QatarEnergy (75 percent)—participant in the North Field South LNG project.

At March 31, 2026, the carrying value of our equity method investments in Qatar was approximately $1.8 billion.

Note 4—Debt

Our debt balance at March 31, 2026, was $23.3 billion, compared with $23.4 billion at December 31, 2025.

In the first quarter of 2026, the company retired $67 million principal amount of our 6.875% Notes at maturity.

At March 31, 2026, we had $283 million of certain variable rate demand bonds (VRDBs) outstanding with maturities ranging through 2035. The VRDBs are redeemable at the option of the bondholders on any business day. 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.

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Note 5—Guarantees

At March 31, 2026, we were liable for certain contingent obligations under various contractual arrangements as described below. We recognize a liability, at inception, for the fair value of our obligation as a guarantor for newly issued or modified guarantees. Unless the carrying amount of the liability is noted below, we have not recognized a liability because the fair value of the obligation is immaterial. In addition, unless otherwise stated, we are not currently performing with any significance under the guarantee and expect future performance to be either immaterial or have only a remote chance of occurrence.

APLNG Guarantees

We have multiple outstanding guarantees in connection with our 47.5 percent ownership interest in APLNG. These guarantees have remaining terms of seven to 20 years, and the maximum potential future payments related to these guarantees are approximately $1,680 million. At March 31, 2026, the carrying value of these guarantees was approximately $49 million.

QatarEnergy LNG Guarantees

We have guaranteed our portion of certain fiscal and other joint venture obligations as a shareholder in NFE4 and NFS3. These guarantees have an approximate 30-year term with no maximum limit. At March 31, 2026, 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 two years remaining, and the maximum potential future payments related to these guarantees are approximately $116 million. At March 31, 2026, the carrying value of these guarantees was approximately $4 million.

Other Guarantees

We have other guarantees with maximum future potential payment amounts totaling approximately $560 million, which consist primarily of guarantees of the residual value of leased office buildings and guarantees of the residual value of corporate aircraft. These guarantees have remaining terms of one to 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 March 31, 2026, there was no liability recognized for these guarantees.

Indemnifications

Over the years, we have entered into agreements to sell ownership interests in certain legal entities, joint ventures and assets that gave rise to qualifying indemnifications. These agreements include indemnifications for taxes and environmental liabilities. The carrying amount recorded for these indemnification obligations at March 31, 2026, was approximately $30 million. Those related to environmental issues have terms that are generally indefinite, and the maximum amounts of future payments are generally unlimited. Although it is reasonably possible future payments may exceed amounts recorded, due to the nature of the indemnifications, it is not possible to make a reasonable estimate of the maximum potential amount of future payments. See Note 6 **for additional information about environmental liabilities.

Note 6—Contingencies, Commitments and Accrued Environmental Costs

A number of lawsuits involving a variety of claims arising in the ordinary course of business have been filed against ConocoPhillips. We also may be required to remove or mitigate the effects on the environment of the placement, storage, disposal or release of certain chemical, mineral and petroleum substances at various active and inactive sites. We regularly assess the need for accounting recognition or disclosure of these contingencies. In the case of all known contingencies (other than those related to income taxes), we accrue a liability when the loss is probable and the amount is reasonably estimable. If a range of amounts can be reasonably estimated and no amount within the range is a better estimate than any other amount, then the low end of the range is accrued. We do not reduce these liabilities for potential insurance or third-party recoveries. We accrue receivables for insurance or other third-party recoveries when applicable. With respect to income tax-related contingencies, we use a cumulative probability-weighted loss accrual in cases where sustaining a tax position is less than certain.

Based on currently available information, we believe it is remote that future costs related to known contingent liability exposures will exceed current accruals by an amount that would have a material adverse impact on our consolidated financial statements. As we learn new facts concerning contingencies, we reassess our position both with respect to

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accrued liabilities and other potential exposures. Estimates particularly sensitive to future changes include contingent liabilities recorded for environmental remediation, tax and legal matters. Estimated future environmental remediation costs are subject to change due to such factors as the uncertain magnitude of cleanup costs, the unknown time and extent of such remedial actions that may be required and the determination of our liability in proportion to that of other responsible parties. Estimated future costs related to tax and legal matters are subject to change as events evolve and as additional information becomes available during the administrative and litigation processes.

Environmental

We are subject to international, federal, state and local environmental laws and regulations and record accruals for environmental liabilities based on management’s best estimates. These estimates are based on currently available facts, existing technology and presently enacted laws and regulations, taking into account stakeholder and business considerations. When measuring environmental liabilities, we also consider our prior experience in remediation of contaminated sites, other companies’ cleanup experience and data released by the U.S. EPA or other organizations. We consider unasserted claims in our determination of environmental liabilities, and we accrue them in the period they are both probable and reasonably estimable.

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. Due to the joint and several liabilities, we could be responsible for all cleanup costs related to any site at which we have been designated as a potentially responsible party. We have been successful to date in sharing cleanup costs with other financially sound companies. Many of the sites at which we are potentially responsible are still under investigation by the U.S. EPA or the agency concerned. Prior to actual cleanup, those potentially responsible normally assess the site conditions, apportion responsibility and determine the appropriate remediation. In some instances, we may have no liability or may attain a settlement of liability. Where it appears that other potentially responsible parties may be financially unable to bear their proportional share, we consider this inability in estimating our potential liability, and we adjust our accruals accordingly. As a result of various acquisitions in the past, we assumed certain environmental obligations. 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 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 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. We have not reduced these accruals for possible insurance recoveries.

For remediation activities in the U.S. and Canada, our consolidated balance sheet included total accrued environmental costs of $230 million at March 31, 2026, compared with $220 million at December 31, 2025. We expect to incur a substantial amount of these expenditures within the next 30 years. In the future, we may be involved in additional environmental assessments, cleanups and proceedings.

Litigation and Other Contingencies

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

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

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We have contingent liabilities resulting from throughput agreements with pipeline and processing companies not associated with financing arrangements. Under these agreements, we may be required to provide any such company with additional funds through advances and penalties for fees related to throughput capacity not utilized. In addition, at March 31, 2026, we had performance obligations secured by letters of credit of $391 million (issued as direct bank letters of credit) related to various purchase commitments for materials, supplies, commercial activities and services incident to the ordinary conduct of business.

In 2007, the government of Venezuela expropriated ConocoPhillips’ interests in the Petrozuata and Hamaca heavy oil ventures, as well as the offshore Corocoro development project. In response, ConocoPhillips initiated international arbitration proceedings before the ICSID. In March 2019, an ICSID tribunal unanimously ordered the government of Venezuela to pay ConocoPhillips approximately $8.7 billion (later reduced to $8.5 billion) plus interest for the unlawful expropriation of the projects. On January 22, 2025, an ICSID annulment committee dismissed Venezuela’s application to annul the tribunal’s decision and upheld the $8.5 billion award plus interest in full. Separate arbitrations before the ICC resulted in additional awards against 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 March 31, 2026, the company has received approximately $795 million in connection with the first ICC award. Collection actions for all three awards are ongoing. ConocoPhillips has ensured that all actions related to these arbitration awards meet all appropriate U.S. regulatory requirements, including those related to any applicable sanctions imposed by the U.S. against Venezuela.

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. The legal and factual issues are unprecedented; therefore, there is significant uncertainty about the scope of the claims and alleged damages and any potential impact on the company’s financial condition. ConocoPhillips believes these lawsuits are factually and legally meritless and are an inappropriate vehicle to address the challenges associated with climate change and will vigorously defend against such lawsuits.

Several Louisiana parishes and the State of Louisiana have filed numerous lawsuits under Louisiana’s State and Local Coastal Resources Management Act (SLCRMA) against oil and gas companies, including ConocoPhillips, seeking compensatory damages for contamination and erosion of the Louisiana coastline allegedly caused by historical oil and gas operations. ConocoPhillips entities are defendants in several of the lawsuits and will vigorously defend against them. 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 approximately 30 years ago. ConocoPhillips continues to evaluate its exposure in this matter.

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

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Note 7—Derivative and Financial Instruments

We use futures, forwards, swaps and options in various markets to meet our customer needs, capture market opportunities and manage foreign exchange currency risk.

Commodity Derivative Instruments

Our commodity business primarily consists of natural gas, crude oil, bitumen, NGLs, LNG and power.

Commodity derivative instruments are held at fair value on our consolidated balance sheet. Where these balances have the right of setoff, they are presented on a net basis. Related cash flows are recorded as operating activities on our consolidated statement of cash flows. On our consolidated income statement, gains and losses are recognized either on a gross basis if directly related to our physical business or a net basis if held for trading. Gains and losses related to contracts that meet and are designated with the NPNS exception are recognized upon settlement. We generally apply this exception to eligible crude contracts and certain gas contracts. We do not apply hedge accounting for our commodity derivatives.

The following table presents the gross fair values of our commodity derivatives, excluding collateral, on our consolidated balance sheet:

Millions of Dollars
March 31 2026December 31 2025
Assets
Prepaid expenses and other current assets$1,173491
Other assets147113
Liabilities
Other accruals1,103438
Other liabilities and deferred credits141100

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

Millions of Dollars
Three Months Ended March 31
20262025
Sales and other operating revenues$15959
Other income(5)(4)
Purchased commodities(69)(39)

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

Open Position Long (Short)
March 31 2026December 31 2025
Commodity
Natural gas and power (BCF equivalent)
Fixed price(20)(15)
Basis(15)(17)
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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. 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 three-month period ended March 31, 2026, and March 31, 2025, we recognized a loss of $9 million and a gain of $15 million, respectively, in “Equity in earnings of affiliates” related to the swaps.

Financial Instruments

We invest in financial instruments with maturities based on our cash forecasts for the various accounts and currency pools we manage. The types of financial instruments in which we currently invest include:

  • Time deposits: Interest bearing deposits placed with financial institutions for a predetermined amount of time.

  • Demand deposits: Interest bearing deposits placed with financial institutions. Deposited funds can be withdrawn without notice.

  • Commercial paper: Unsecured promissory notes issued by a corporation, commercial bank or government agency purchased at a discount to mature at par.

  • U.S. government or government agency obligations: Securities issued by the U.S. government or U.S. government agencies.

  • Foreign government obligations: Securities issued by foreign governments.

  • Corporate bonds: Unsecured debt securities issued by corporations.

  • Asset-backed securities: Collateralized debt securities.

The following investments are carried on our consolidated balance sheet at cost plus accrued interest, and the table reflects remaining maturities at March 31, 2026, and December 31, 2025:

Millions of Dollars
Carrying Amount
Cash and cash equivalentsShort-term investments
March 31 2026December 31 2025March 31 2026December 31 2025
Cash$416543
Demand deposits3,6053,781
Time deposits
1 to 90 days1,543975146
91 to 180 days517
Within one year88
U.S. government obligations
1 to 90 days3111,198——
$5,8756,4972731
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The following investments in debt securities classified as available for sale are carried at fair value on our consolidated balance sheet at March 31, 2026, and December 31, 2025:

Millions of Dollars
Carrying Amount
Cash and cash equivalentsShort-term investmentsInvestments and long-term receivables
March 31 2026December 31 2025March 31 2026December 31 2025March 31 2026December 31 2025
Major Security Type
Corporate bonds$——365308634651
Commercial paper2—4572
U.S. government obligations——2446257224
U.S. government agency obligations——11
Foreign government obligations89109
Asset-backed securities1718266263
$2—4594531,1681,148

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 12 years.

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

Millions of Dollars
Amortized Cost BasisFair Value
March 31 2026December 31 2025March 31 2026December 31 2025
Major Security Type
Corporate bonds$998953999959
Commercial paper47724772
U.S. government obligations281268281270
U.S. government agency obligations1111
Foreign government obligations18181818
Asset-backed securities283280283281
$1,6281,5921,6291,601

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

For the three-month periods ended March 31, 2026, and March 31, 2025, proceeds from sales and redemptions of investments in debt securities classified as available for sale were $209 million and $211 million, respectively. Gross realized gains and losses included in earnings from those sales and redemptions were negligible. The cost of securities sold and redeemed is determined using the specific identification method.

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Credit Risk

Financial instruments subject to concentrations of credit risk primarily include cash equivalents, short‑ and long‑term investments in high‑quality debt securities, OTC derivative contracts, and trade receivables. Cash and investments are diversified across high‑quality commercial paper, government money market funds, U.S. government and agency obligations, high-quality corporate bonds and asset‑backed securities, foreign government obligations and deposits with major financial institutions. Credit risk from OTC derivatives is managed through counterparty credit limits, margining and collateral requirements, while exchange‑cleared derivatives carry minimal risk but expose us to broker receivables related to margin postings. Trade receivables are broadly diversified geographically, generally have short payment terms and are actively monitored with collateral and netting arrangements used where appropriate.

Certain of our derivative contracts require us to post collateral if exposure exceeds fixed or credit‑rating‑dependent thresholds, which generally decrease with lower ratings and fall to zero below investment grade, with cash as the primary form of collateral and letters of credit permitted in some cases. The aggregate fair value of all derivative instruments with such credit risk-related contingent features that were in a liability position was $73 million at both March 31, 2026, and December 31, 2025. For these instruments, no collateral was posted at March 31, 2026, or December 31, 2025. If our credit rating had been downgraded below investment grade at March 31, 2026, we would have been required to post $34 million of additional collateral, either with cash or letters of credit.

Note 8—Fair Value Measurement

We carry a portion of our assets and liabilities at fair value that are measured at the reporting date using an exit price (i.e., the price that would be received to sell an asset or paid to transfer a liability) and disclosed according to the quality of valuation inputs under the fair value hierarchy.

The classification of an asset or liability is based on the lowest level of input significant to its fair value. Those that are initially classified as Level 3 are subsequently reported as Level 2 when the fair value derived from unobservable inputs is inconsequential to the overall fair value, or if corroborated market data becomes available. Assets and liabilities initially reported as Level 2 are subsequently reported as Level 3 if corroborated market data is no longer available. There were no material transfers into or out of Level 3 during the three-month period ended March 31, 2026, or during the year ended December 31, 2025.

Recurring Fair Value Measurement

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

  • Level 1 derivative assets and liabilities primarily represent exchange-traded futures and options that are valued using unadjusted prices available from the underlying exchange. Level 1 financial assets also include our investments in U.S. government obligations classified as available for sale debt securities, which are valued using exchange prices.

  • Level 2 derivative assets and liabilities primarily represent OTC swaps, options and forward purchase and sale contracts that are valued using adjusted exchange prices, prices provided by brokers or pricing service companies that are all corroborated by market data. Level 2 financial assets also include our investments in debt securities classified as available for sale including investments in corporate bonds, commercial paper, asset-backed securities, U.S. government agency obligations and foreign government obligations that are valued using pricing provided by brokers or pricing service companies that are corroborated with market data.

  • Level 3 derivative assets and liabilities consist of OTC swaps, options and forward purchase and sale contracts where a significant portion of fair value is calculated from underlying market data that is not readily available. The derived value uses industry standard methodologies that may consider the historical relationships among various commodities, modeled market prices, time value, volatility factors and other relevant economic measures. The use of these inputs results in management’s best estimate of fair value. Level 3 commodity derivative activity was not material for all periods presented.

  • 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.

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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):

Millions of Dollars
March 31, 2026December 31, 2025
Level 1Level 2Level 3TotalLevel 1Level 2Level 3Total
Assets
Investments in debt securities$2811,348—1,6292701,331—1,601
Commodity derivatives992255731,32030623068604
Total assets$1,2731,603732,9495761,561682,205
Liabilities
Commodity derivatives$980181831,24435412460538
Contingent consideration——7878————
Total liabilities$9801811611,32235412460538

For the three-month period ended March 31, 2026, we made no payments under the contingent consideration arrangement, and a total of $237 million has been paid since the date of the Surmont acquisition, included in the "Other" line within the financing activities section of our consolidated statement of cash flows. The range and arithmetic average of the significant unobservable inputs used in the Level 3 fair value measurement were as follows:

Fair Value (Millions of Dollars)Valuation TechniqueUnobservable InputRange (Arithmetic Average)
Contingent consideration - Surmont as of:
March 31, 2026$78Discounted cash flowCommodity price outlook* ($/BOE)$81.58 - $84.28 ($82.93)
December 31, 2025—$43.17 - $51.97 ($46.47)

*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. We have elected to offset the recognized fair value amounts for multiple derivative instruments executed with the same counterparty in our financial statements when a legal right of setoff exists.

Millions of Dollars
Amounts Subject to Right of Setoff
Gross Amounts RecognizedAmounts Not Subject to Right of SetoffGross AmountsGross Amounts OffsetNet Amounts PresentedCash CollateralNet Amounts
March 31, 2026
Assets$1,32051,3151,01729842256
Liabilities1,24411,2431,01722645181
December 31, 2025
Assets$60426023612416235
Liabilities538153736117653123

At March 31, 2026, and December 31, 2025, we did not present any amounts gross on our consolidated balance sheet where we had the right of setoff.

ConocoPhillips 2026 Q1 10-Q14
Notes to Consolidated Financial StatementsTable of Contents

Reported Fair Values of Financial Instruments

We used the following methods and assumptions to estimate the fair value of financial instruments:

  • Cash and cash equivalents and short-term investments: The carrying amount reported on the balance sheet approximates fair value. For those investments classified as available for sale debt securities, the carrying amount reported on the balance sheet is fair value.

  • Accounts and notes receivable (including long-term and related parties): The carrying amount reported on the balance sheet approximates fair value.

  • Investments in debt securities classified as available for sale: The fair value of investments in debt securities categorized as Level 1 in the fair value hierarchy is measured using exchange prices. The fair value of investments in debt securities categorized as Level 2 in the fair value hierarchy is measured using pricing provided by brokers or pricing service companies that are corroborated with market data. See Note 7.

  • Accounts payable (including related parties) and floating-rate debt: The carrying amount of accounts payable and floating-rate debt reported on the balance sheet approximates fair value.

  • Fixed-rate debt: The estimated fair value of fixed-rate debt is measured using prices available from a pricing service that is corroborated by market data; therefore, these liabilities are categorized as Level 2 in the fair value hierarchy.

  • Commercial paper: The carrying amount of our commercial paper instruments approximates fair value and is reported on the balance sheet as short-term debt.

The following table summarizes the net fair value of financial instruments (i.e., adjusted where the right of setoff exists for commodity derivatives):

Millions of Dollars
Carrying AmountFair Value
March 31 2026December 31 2025March 31 2026December 31 2025
Financial assets
Commodity derivatives$261237261237
Investments in debt securities1,6291,6011,6291,601
Financial liabilities
Total debt, excluding finance leases22,57322,64322,42022,698
Commodity derivatives182124182124
15ConocoPhillips 2026 Q1 10-Q
Notes to Consolidated Financial StatementsTable of Contents

Note 9—Changes in Equity

Millions of Dollars
Common Stock
Par ValueCapital in Excess of ParTreasury StockAccum. Other Comprehensive Income (Loss)Retained EarningsTotal
For the three months ended March 31, 2026
Balances at December 31, 2025$2377,728(76,217)(5,911)68,86464,487
Net income (loss)2,1832,183
Other comprehensive income (loss)(117)(117)
Dividend declared ($0.84 per common share)(1,032)(1,032)
Repurchase of company common stock(1,006)(1,006)
Excise tax on share repurchases(7)(7)
Distributed under benefit plans3333
Other(1)1—
Balances at March 31, 2026$2377,761(77,231)(6,028)70,01664,541
Millions of Dollars
Common Stock
Par ValueCapital in Excess of ParTreasury StockAccum. Other Comprehensive Income (Loss)Retained EarningsTotal
For the three months ended March 31, 2025
Balances at December 31, 2024$2377,529(71,152)(6,473)64,86964,796
Net income (loss)2,8492,849
Other comprehensive income (loss)7979
Dividend declared ($0.78 per common share)(998)(998)
Repurchase of company common stock(1,500)(1,500)
Excise tax on share repurchases(13)(13)
Distributed under benefit plans2525
Other(1)1—
Balances at March 31, 2025$2377,554(72,666)(6,394)66,72165,238

Note 10—Accumulated Other Comprehensive Income (Loss)

Accumulated other comprehensive income (loss) in the equity section of our consolidated balance sheet includes:

Millions of Dollars
Defined Benefit PlansUnrealized Holding Gain/(Loss) on SecuritiesForeign Currency TranslationUnrealized Gain/(Loss) on Hedging ActivitiesAccumulated Other Comprehensive Income/(Loss)
December 31, 2025$(335)8(5,602)18(5,911)
Other comprehensive income (loss)(16)(6)(95)—(117)
March 31, 2026$(351)2(5,697)18(6,028)
ConocoPhillips 2026 Q1 10-Q16
Notes to Consolidated Financial StatementsTable of Contents

Note 11—Cash Flow Information

Millions of Dollars
Three Months Ended March 31
20262025
Cash payments
Interest$296214
Income taxes$6691,188
Net Sales (Purchases) of Investments
Short-term investments purchased$(7)(419)
Short-term investments sold162158
Long-term investments purchased(232)(192)
Long-term investments sold4753
Total sales (purchases) of investments$(30)(400)

Note 12—Related Party Transactions

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

Millions of Dollars
March 31 2026December 31 2025
Balance Sheet
Accounts and notes receivable$7479
Accounts payable5164
Millions of Dollars
Three Months Ended March 31
20262025
Income Statement
Operating revenues and other income$1124
Purchased commodities(3)2
Production and operating expenses and selling, general and administrative expenses4585
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Note 13—Employee Benefit Plans

Pension and Postretirement Plans

Millions of Dollars
Pension BenefitsOther Benefits
2026202520262025
U.S.Int'l.U.S.Int'l.
Components of net periodic benefit cost
Three months ended March 31
Service cost$118158——
Interest cost2134233112
Expected return on plan assets(20)(53)(19)(45)
Amortization of prior service cost (credit)————(1)(6)
Recognized net actuarial loss (gain)29311——
Settlements9——1——
Net periodic benefit cost$23(2)226—(4)

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

During the three-month period ended March 31, 2026, lump-sum benefit payments exceeded the sum of service and interest costs for the year for the U.S. qualified pension plan. As a result, we recognized a proportionate share of prior actuarial losses from other comprehensive income as pension settlement expense of $9 million. In conjunction with the recognition of pension settlement expense, the fair market value of the pension plan assets was updated, and the pension benefit obligation of the U.S. qualified pension plan was remeasured at March 31, 2026. At the measurement date, the net pension liability increased by $39 million, primarily due to lower than premised return on assets, partially offset by an increase in the discount rate, resulting in a corresponding decrease to other comprehensive income.

Severance Accrual

The following table summarizes our severance accrual activity for the three-month period ended March 31, 2026:

Millions of Dollars
Balance at December 31, 2025$378
Accruals10
Benefit payments(248)
Foreign currency translation adjustment(1)
Balance at March 31, 2026*$139

*Of the balance at March 31, 2026, $82 million is classified as short-term. Partner recoveries of $53 million are accrued as receivables as of March 31, 2026.

ConocoPhillips 2026 Q1 10-Q18
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Note 14—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
Three Months Ended March 31
20262025
Revenue from contracts with customers$13,50014,479
Revenue from contracts outside the scope of ASC Topic 606
Physical contracts meeting the definition of a derivative2,1391,970
Financial derivative contracts12268
Consolidated sales and other operating revenues$15,76116,517

We apply the practical expedient allowed in ASC Topic 606, “Revenue from Contracts with Customers,” 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.

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. Further disaggregation of revenues is provided in Note 16—Segment Disclosures and Related Information.

Receivables from Contracts with Customers

At March 31, 2026, and December 31, 2025, the “Accounts and notes receivable, net” line on our consolidated balance sheet, presented net of allowances of $4 million for each period, included trade receivables of $5,842 million compared with $4,416 million at December 31, 2025, 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.

19ConocoPhillips 2026 Q1 10-Q
Notes to Consolidated Financial StatementsTable of Contents

Note 15—Earnings Per Share

The following table presents the calculation of net income (loss) available to common shareholders and basic and diluted EPS. For the periods presented in the table below, diluted EPS calculated under the two-class method was more dilutive.

Millions of Dollars (except per share amounts)
Three Months Ended March 31
20262025
Basic earnings per share
Net income (loss)$2,1832,849
Less: Dividends and undistributed earnings
allocated to participating securities69
Net income (loss) available to common shareholders$2,1772,840
Weighted-average common shares outstanding (in millions)1,2241,273
Net income (loss) per share of common stock$1.782.23
Diluted earnings per share
Net income (loss) available to common shareholders$2,1772,840
Weighted-average common shares outstanding (in millions)1,2241,273
Add: Dilutive impact of options and unvested
non-participating RSU/PSUs (in millions)12
Weighted-average diluted shares outstanding (in millions)1,2251,275
Net income (loss) per share of common stock$1.782.23

Note 16—Segment Disclosures and Related Information

We explore for, produce, transport and market crude oil, bitumen, natural gas, LNG and NGLs on a worldwide basis. We manage our operations through five operating segments, which are primarily defined by geographic region: Alaska; Lower 48 (L48); Canada; Europe, Middle East and North Africa (EMENA); 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.

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

Intersegment sales are at prices that approximate market.

ConocoPhillips 2026 Q1 10-Q20
Notes to Consolidated Financial StatementsTable of Contents

Analysis of Results by Operating Segment

Three Months Ended March 31, 2026Millions of Dollars
AlaskaL48CanadaEMENAAPSegments TotalCorporateConsolidated Total
Segment sales and other operating revenues
Sales and other operating revenues#$1,52311,0861,6731,62750116,4102216,432
Intersegment eliminations—(6)(656)——(662)(9)(671)
Consolidated sales and other operating revenues1,52311,0801,0171,62750115,7481315,761
Significant segment expenses*
Production and operating expenses4751,253189257802,254222,276
DD&A3522,0511522391032,89792,906
Income tax provision (benefit)9239527725601,299(119)1,180
Total9193,6993681,2212436,450(88)6,362
Other segment items
Equity in earnings of affiliates———(95)(164)(259)12(247)
Interest income——————(109)(109)
Interest and debt expense——————198198
Other**3105,9785642361277,2151597,374
Total3105,978564141(37)6,9562607,216
Net income (loss)$2941,403852652952,342(159)2,183
*#*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 $1.7 billion, $0.2 billion and $0.2 billion, respectively.
*The significant segment expense categories and amounts in the table above align with segment-level information that is regularly provided to the CODM.
**Other segment items not required to be separately disclosed for each reportable segment include:
Gain (loss) on dispositions: L48 and Corporate
Other income: L48, Canada, EMENA and Corporate
Purchased commodities: Alaska, L48, Canada, EMENA and AP
Selling, general and administrative expenses: L48, Canada, EMENA, AP and Corporate
Exploration expenses, Taxes other than income taxes and Accretion on discounted liabilities: Alaska, L48, Canada, EMENA, AP and Corporate
Impairments: Alaska and L48
Foreign currency transaction (gain) loss: Canada, EMENA, AP and Corporate
Other expenses: EMENA and Corporate

Other Segment Disclosures

Three Months Ended March 31, 2026Millions of Dollars
AlaskaL48CanadaEMENAAPSegment TotalsCorporateConsolidated Total
Equity investments$31—2,3544,9507,3081,6488,956
Total assets20,80862,6789,89210,8398,328112,54510,180122,725
Capital expenditures and investments9491,505121262822,919292,948
21ConocoPhillips 2026 Q1 10-Q
Notes to Consolidated Financial StatementsTable of Contents
Three Months Ended March 31, 2025Millions of Dollars
AlaskaL48CanadaEMENAAPSegment TotalsCorporateConsolidated Total
Segment sales and other operating revenues
Sales and other operating revenues#$1,61011,5481,5321,94042417,0541817,072
Intersegment eliminations——(547)——(547)(8)(555)
Consolidated sales and other operating revenues1,61011,5489851,94042416,5071016,517
Significant segment expenses*
Production and operating expenses5061,491201224652,487192,506
DD&A3551,9041312191192,728182,746
Income tax provision (benefit)13944881922641,654(37)1,617
Total1,0003,8434131,3652486,869—6,869
Other segment items
Equity in earnings of affiliates—(4)—(173)(206)(383)(9)(392)
Interest income————(2)(2)(74)(76)
Interest and debt expense——————205205
Other**2835,919316329736,9201427,062
Total2835,915316156(135)6,5352646,799
Net income (loss)$3271,7902564193113,103(254)2,849
*#*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 $1.5 billion, $0.2 billion and $0.3 billion, respectively.
*The significant segment expense categories and amounts in the table above align with segment-level information that is regularly provided to the CODM.
**Other segment items not required to be separately disclosed for each reportable segment include:
Gain (loss) on dispositions: L48 and Corporate
Other income: L48, Canada, EMENA, AP and Corporate
Purchased commodities: Alaska, L48, Canada, EMENA and AP
Selling, general and administrative expenses, Exploration Expenses, Taxes other than income taxes and Accretion on discounted liabilities: Alaska, L48, Canada, EMENA, AP and Corporate
Impairments: EMENA
Foreign currency transaction (gain) loss: Canada, EMENA, AP and Corporate
Other expenses: L48, EMENA and Corporate

Other Segment Disclosures

Three Months Ended March 31, 2025Millions of Dollars
AlaskaL48CanadaEMENAAPSegment TotalsCorporateConsolidated Total
Equity investments$4125—2,0564,9887,1731,5898,762
Total assets18,58766,2949,60410,1918,331113,00711,247124,254
Capital expenditures and investments1,0461,814165274543,353253,378
ConocoPhillips 2026 Q1 10-Q22
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Millions of Dollars
Three Months Ended March 31
20262025
Consolidated sales and other operating revenues
Crude oil$10,25810,833
Natural gas2,5042,832
Natural gas liquids9221,055
Other*2,0771,797
Total$15,76116,517

*Includes bitumen, power and LNG.

Millions of Dollars
Three Months Ended March 31
20262025
Revenue from physical contracts meeting the definition of a derivative outside the scope of ASC Topic 606
Crude oil$110109
Natural gas1,7011,646
Power328215
Total$2,1391,970
Sales and other operating revenues by geographic locationMillions of Dollars
Three Months Ended March 31
20262025
U.S.$12,51613,112
International3,2453,405
Worldwide consolidated$15,76116,517

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

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Notes to Consolidated Financial StatementsTable of Contents

Note 17—Income Taxes

Our effective tax rate for the three-month periods ended March 31, 2026, and March 31, 2025, was 35.1 percent and 36.2 percent, respectively. The change in the effective tax rate for the three-month period ended March 31, 2026, is primarily due to a shift in our mix of income among taxing jurisdictions, partially offset by the March 31, 2025 change to our valuation allowance, described below.

During the first quarter of 2025, our valuation allowance decreased $56 million, relating to the expected utilization of previously unrecognized capital loss carryforwards due to our agreement to sell our interests in the Ursa and Europa fields, and the Ursa Oil Pipeline Company LLC to Shell Offshore Inc. and Shell Pipeline Company LP, respectively.

The company has ongoing income tax audits in a number of jurisdictions. The government agents in charge of these audits regularly request additional time to complete audits, which we generally grant, and conversely, occasionally close audits unpredictably.

Note 18—New Accounting Standards

In November 2024, the FASB issued ASU No. 2024-03, “Disaggregation of Income Statement Expenses” to disaggregate the disclosures about a public business entity’s expenses (including purchases of inventory, employee compensation, depreciation, depletion and amortization) in commonly presented expense captions. The ASU will impact our financial statement disclosures only and will be applied prospectively with retrospective application permitted. The ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, and early adoption is permitted. We are currently evaluating the impact of the adoption of this ASU.

ConocoPhillips 2026 Q1 10-Q24
Management’s Discussion and AnalysisTable of Contents

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