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 (Millions)	$	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.

The transaction was accounted for as a business combination under FASB Topic ASC 805 using the acquisition method, which requires assets acquired and liabilities assumed to be measured at their acquisition date fair values. Fair value measurements were made for acquired assets and liabilities. Adjustments to those measurements may be made in subsequent periods, up to one year from the acquisition date, as we identify new information about facts and circumstances that existed as of the acquisition date to consider. At June 30, 2025, remaining items to finalize include allocation of fair value to unproved properties. The impact of finalizing the fair value allocation is not expected to have a material impact to our consolidated financial statements.

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	982
Inventories	339

Investments and long-term receivables	562
Net properties, plants and equipment	24,203
Other assets	201
Total assets acquired	$	26,672

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	2,488
Other liabilities	606
Total liabilities assumed	$	10,165
Net assets acquired	$	16,507

With the completion of the transaction, we acquired proved properties of approximately $13 billion, with $12 billion in Lower 48 and $1 billion in Equatorial Guinea, and unproved properties of approximately $11 billion in Lower 48.

We have recognized approximately $585 million pre-tax of transaction-related costs to date, inclusive of $17 million and $40 million in the three- and six-month periods of 2025, respectively. 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.

The following table summarizes the unaudited supplemental pro forma financial information for the three- and six-month periods ended June 30, 2024, as if we had completed the acquisition on January 1, 2023.


	Millions of Dollars
	Three Months Ended June 30, 2024				Six Months Ended June 30, 2024
	As reported		Pro Forma Marathon Oil	Pro Forma Combined	As reported		Pro Forma Marathon Oil	Pro Forma Combined
Supplemental Pro Forma (unaudited)
Total Revenues and Other Income	$	14,136	1,707	15,843	$	28,612	3,258	31,870
Net Income (Loss)	2,329		450	2,779	4,880		794	5,674

Earnings per share:
Basic net income (loss)	$	1.99		2.11	$	4.15		4.30
Diluted net income (loss)	1.98			2.11	4.14			4.29

The unaudited supplemental pro forma financial information is presented for illustration purposes only and is not necessarily indicative of the operating results that would have occurred had the transaction been completed on January 1, 2023, 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 tax impacts. We believe the estimates and assumptions are reasonable, and the relative effects of the transaction are properly reflected.

In the first quarter of 2025, we sold our interests in certain noncore assets in the Lower 48 segment for net proceeds of $581 million and recognized a $64 million before-tax and $49 million after-tax gain. At the time of disposition, our interest in these assets had a net carrying value of $517 million, comprised primarily of $553 million of PP&E and $36 million of liabilities, primarily related to noncurrent AROs.

In the second quarter of 2025, we sold our interests in the Ursa and Europa fields, and Ursa Oil Pipeline Company LLC to Shell Offshore Inc. and Shell Pipeline Company LP, respectively, for net proceeds of $718 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 19.

In July 2025, we signed an agreement to divest Lower 48 assets in the Anadarko Basin for approximately $1.3 billion, subject to customary closing adjustments. This transaction is expected to close at the beginning of the fourth quarter of 2025.