All gains or losses on asset dispositions are reported before-tax and are included net in the “Gain (loss) on dispositions” line on our consolidated income statement. Cash proceeds and payments are included in the “Cash flows from investing activities” section of our consolidated statement of cash flows except for cash payments associated with a contingent consideration arrangement that are included in the "Cash flows from financing activities" section.

In the second quarter of 2025, we sold our interests in the Ursa and Europa fields and Ursa Oil Pipeline Company LLC for net proceeds of $699 million. We recognized a $274 million before-tax and $266 million after-tax gain for this transaction, inclusive of the reduction of our valuation allowance recognized in the first quarter of 2025. At the time of disposition, these assets, in our Lower 48 segment, had a net carrying value of $444 million, comprised of $536 million of assets, primarily $522 million of PP&E, and $92 million of liabilities, primarily related to noncurrent AROs. For tax-related impacts of this disposition, see Note 15.

In the fourth quarter of 2025, we sold Lower 48 assets in the Anadarko basin for net proceeds of $1.2 billion, after customary closing adjustments. At the time of the disposition, these assets had a net carrying value of approximately $1.2 billion, comprised primarily of PP&E.

Additionally, during 2025, we sold our interests in other noncore assets in the Lower 48 segment for $1.1 billion and recognized a $404 million before-tax and $310 million after-tax net gain. Our interests in the disposed assets had an aggregate net carrying value of $719 million, comprised of $770 million of assets, primarily related to $645 million of PP&E and $51 million of liabilities related to noncurrent AROs.

In November 2024, we completed our acquisition of Marathon Oil, an independent oil and gas exploration and production company with operations across the Lower 48 and in Equatorial Guinea. At close, the transaction was valued at $16.5 billion, which primarily represented 0.255 shares of ConocoPhillips common stock exchanged for each outstanding share of Marathon Oil common stock.


Total fair value	Millions of Dollars
Value of ConocoPhillips common stock issued*	15,972
Cash transferred at close**	451
Value attributable to Marathon Oil share-based awards	67
Other liabilities incurred***	17
Total fair value	$	16,507

*Represents the fair value of approximately 143 million shares of ConocoPhillips common stock issued to Marathon Oil stockholders. The fair value is based on the number of eligible shares of Marathon Oil common stock at a 0.255 exchange ratio and ConocoPhillips' average stock price on November 22, 2024, which was $111.93.

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

***Liabilities incurred are related to cash settled share-based awards and payment of cash in lieu of fractional Marathon Oil shares outstanding. These liabilities were settled prior to the end of 2024.

The transaction was accounted for as a business combination under FASB Topic ASC 805 using the acquisition method, which requires assets acquired and liabilities assumed to be measured at their acquisition date fair values. In the fourth quarter of 2025, we finalized the allocation of the purchase price to specific assets and liabilities. It was based on the fair value of the final consideration and the conclusion of the fair value determination of long-lived assets and all other assets acquired and liabilities assumed.

Oil and gas properties were valued using a discounted cash flow approach incorporating market participant and internally generated price assumptions; production profiles; and operating and development cost assumptions. Debt assumed in the acquisition was valued based on observable market prices. The fair values of accounts receivable, accounts payable, and most other current assets and current liabilities were determined to be equivalent to the carrying value due to their short-term nature. The acquisition, valued at $16.5 billion, was allocated to the identifiable assets and liabilities based on their estimated fair values as of the acquisition date of November 22, 2024.


Assets acquired	Millions of Dollars
Cash and cash equivalents	$	385
Accounts receivable, net	976
Inventories	302

Investments and long-term receivables	562
Net properties, plants and equipment	24,215
Other assets	215
Total assets acquired	$	26,655

Liabilities assumed
Accounts payable	$	1,183
Accrued income and other taxes	201
Employee benefit obligations	187

Long-term debt	4,719
Asset retirement obligations	781
Deferred income taxes	2,471
Other liabilities	606
Total liabilities assumed	$	10,148
Net assets acquired	$	16,507

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

We have recognized approximately $587 million of transaction-related costs, the majority of which were expensed in the fourth quarter of 2024. These non-recurring costs related primarily to employee severance and related benefits, fees paid to advisors and the settlement of share-based awards for certain Marathon Oil employees based on the terms of the Merger Agreement. These transaction-related costs included $334 million of employee severance expense. See Note 14.

For the year ended December 31, 2024, "Total revenues and other income" and "Net income (loss)" associated with the acquired assets were $677 million and income of $66 million, respectively.

In the fourth quarter of 2024, after exercising our preferential rights, we completed an acquisition that increased our working interest by approximately 5 percent in the Kuparuk River Unit and approximately 0.4 percent in the Prudhoe Bay Unit from Chevron U.S.A. Inc. and Union Oil Company of California for $296 million, before customary adjustments. The transaction was accounted for as an asset acquisition, with the consideration allocated primarily to PP&E.

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. Following the acquisition, we own 100 percent working interest in Surmont. The final consideration for the all-cash transaction was $3.0 billion (CAD $4.1 billion) after customary adjustments:

The transaction was accounted for as a business combination under FASB Topic ASC 805 using the acquisition method, which requires assets acquired and liabilities assumed to be measured at their acquisition date fair values. By the end of the first quarter of 2024, we finalized the allocation of the purchase price to specific assets and liabilities. It was based on the fair value of the final consideration and the conclusion of the fair value determination of long-lived assets and all other assets acquired and liabilities assumed.

Oil and gas properties were valued using a discounted cash flow approach incorporating market participant and internally generated price assumptions, production profiles and operating and development cost assumptions. The fair values of other assets acquired and liabilities assumed, which included accounts receivable, accounts payable, and most other current assets and current liabilities, were determined to be equivalent to the carrying value due to their short-term nature. The total consideration of $3.0 billion was allocated to the identifiable assets and liabilities based on their fair values as of the acquisition date of October 4, 2023.


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



Oil and gas properties	3,082








Asset retirement obligations	(112)
Other	(15)

Total identifiable net assets	$	2,955

In anticipation of the acquisition, we entered into, and settled, various foreign exchange forward contracts to purchase CAD. For the year ended December 31, 2023, we recognized a loss of $112 million in the "Foreign currency transaction (gain) loss" line on our consolidated income statement associated with these forward contracts. The related cash flows are included within "Cash flows from investing activities" on our consolidated statement of cash flows.

From the acquisition date through December 31, 2023, "Total revenues and other income" and "Net income (loss)" associated with the acquired assets were $572 million and $119 million, respectively.

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


	Millions of Dollars
	Year Ended December 31, 2024
	As reported			Pro forma Marathon Oil	Pro forma Combined

Total revenues and other income	$	56,953		6,168	63,121

Net income (loss)	9,245			1,312	10,557

Earnings per share:
Basic net income (loss)	$	7.82			8.06
Diluted net income (loss)	7.81				8.05




	Millions of Dollars
	Year Ended December 31, 2023
	As reported		Pro forma Surmont	Pro forma Marathon Oil	Pro forma Combined
Total revenues and other income	$	58,574	2,561	6,705	67,840

Net income (loss)	10,957		501	1,657	13,115

Earnings per share:
Basic net income (loss)	$	9.08			9.72
Diluted net income (loss)	9.06				9.70

The unaudited supplemental pro forma financial information is presented for illustration purposes only and is not necessarily indicative of the operating results that would have occurred had the Surmont and Marathon Oil transactions been completed on January 1, 2022, and January 1, 2023, respectively, nor is it necessarily indicative of future operating results of the combined entity. The pro forma results do not include cost savings anticipated as a result of the transaction. The pro forma results include adjustments which relate primarily to DD&A, which is based on the unit-of-production method, resulting from the purchase price allocated to oil and gas properties as well as adjustments for the timing of transaction costs and tax impacts. We believe the estimates and assumptions are reasonable, and the relative effects of the transaction are properly reflected.

During 2022, we were awarded a 25 percent interest in NFS3, a new joint venture with QatarEnergy, to participate in the North Field South (NFS) LNG project in Qatar. Formation of NFS3 closed during 2023. NFS3 has a 25 percent interest in the NFS project and is reported as an equity method investment in our Europe, Middle East and North Africa segment. See Note 4.

During 2023, we acquired a 30 percent interest in PALNG, a joint venture for the development of a large-scale LNG facility for the first phase of the Port Arthur LNG project ("Phase 1"). Sempra PALNG Holdings, LLC owns the remaining 70 percent interest in the joint venture. PALNG is reported as an equity method investment in our Corporate and Other segment. See Note 4.