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COPConocoPhillips

Energy · Oil Refining · NYSE
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The 10-K against last year's

155 changes: 31 added, 43 removed, 81 reworded

10-K Feb 17, 2026 vs Feb 18, 2025
Risk FactorsRedline ↓
10.8%
of the text changed · 6,044 words now
19.3%
of the text changed · 15,822 words now
Legal ProceedingsRedline ↓
3.0%
of the text changed · 1,872 words now
Accounting PoliciesRedline ↓
0.6%
of the text changed · 2,761 words now

10-K 0001163165-26-000009 (2026-02-17) vs 10-K 0001163165-25-000012 (2025-02-18)

The redline

The paragraph that changed most in each section

Marked against last year's 10-K: cut words struck through, new words highlighted and underlined.

Risk Factors 159 words changed in this paragraph; it is 50% similar to last year's version.
In early 2021, we established a multidisciplinary Low Carbon Technologies organization with the remit of supporting our emissions reduction objectives, understanding the alternative energy landscape and prioritizing We continue to evaluate low carbon opportunities for potential future competitive investment. investment in support of our operational emission reduction targets. Such potential investments may expose us to numerous financial, legal, operational, reputational and other risks. While we perform a thorough analysis on these investments, the related technologies risks and markets are at early stages of development and we do not yet know what rate of return we will achieve, if any, and we may suspend our evaluation or investment if we determine that applicable markets have not developed at the pace required to support further investment. For example, as a result of the hydrogen and ammonia markets not developing at a pace required to support further investment, in 2024 we decided to suspend our evaluation of a low-carbon ammonia production facility on the U.S. Gulf Coast. Furthermore, we may not be able ultimately contribute materially to scale potential investments. operational emissions reductions. The success of our low-carbon strategy any such investment will depend in part upon the cooperation of government agencies, the support of stakeholders, the development of relevant markets for low carbon fuels, our ability to research and forecast potential investments, willingness of industry partners to collaborate and our ability to apply our existing strengths and expertise to new technologies, projects and markets.

Source: Item 1A, 10-K 0001163165-26-000009 vs Item 1A, 10-K 0001163165-25-000012

MD&A 128 words changed in this paragraph; it is 44% similar to last year's version.
Decreases Increases to earnings included lower higher revenues resulting from lower overall commodity prices higher volumes of $904 $142 million and the timing of sales as compared with 2023, 2024 partly offset by higher volumes lower commodity prices of $1,003 million, which includes volumes added from our acquisition of Marathon Oil. Additional decreases $303 million. Increases to earnings included higher lower DD&A of $562 million, $63 million driven by year-end 2024 upward reserve revisions and higher production other income of $250 million, higher rates of $181 $62 million and impacts primarily from our acquisition of Marathon Oil of $139 million; higher a change in fair value measurement associated with the Surmont contingent consideration arrangement. Additional increases to earnings included lower production and operating expenses of $431 million, $52 million driven by higher transportation related costs of $132 million, expenses associated with our acquisition of Marathon Oil of $110 million and higher lease operating expenses of $100 million; as well as the absence of gains associated with the divestiture of an equity investment of $100 million. prior-year planned turnaround activity at Surmont. See Note 3. 11.

Source: Item 7, 10-K 0001163165-26-000009 vs Item 7, 10-K 0001163165-25-000012

Legal Proceedings 45 words changed in this paragraph; it is 80% similar to last year's version.
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. On October 17, 2022, the Fifth Circuit affirmed remand of the lead case to state court and the subsequent request for rehearing was denied. Accordingly, the federal district courts have issued remands to state court. Because Plaintiffs’ SLCRMA theories are unprecedented, there is uncertainty about these claims (both as to scope and damages) damages), and we continue to evaluate our exposure in these lawsuits. lawsuits while assessing options for early resolution.

Source: Item 3, via Note 9 – Contingencies and Commitments, 10-K 0001163165-26-000009 vs Item 3, via Note 10 – Contingencies and Commitments, 10-K 0001163165-25-000012

Accounting Policies 17 words changed in this paragraph; it is 95% similar to last year's version.
•Consolidation Principles and Investments—Our consolidated financial statements include the accounts of majority-owned, controlled subsidiaries and, if applicable, variable interest entities where we are the primary beneficiary. The equity method is used to account for investments in affiliates in which we have the ability to exert significant influence over the affiliates’ operating and financial policies. When we do not have the ability to exert significant influence, the investment is measured at fair value except when the investment does not have a readily determinable fair value. For those exceptions, it will be measured at cost minus impairment, plus or minus observable price changes in orderly transactions for an identical or similar investment of the same issuer. Undivided interests in oil and gas joint ventures, pipelines, natural gas plants and terminals are consolidated on a proportionate basis. Other securities and investments are generally carried at cost. We manage our operations through six five operating segments, defined by geographic region: Alaska; Lower 48; Canada; Europe, Middle East and North Africa; and Asia Pacific; and Other International. Pacific. See Note 23. 22.

Source: Item 8, Note 1 – Accounting Policies, 10-K 0001163165-26-000009 vs Item 8, Note 1 – Accounting Policies, 10-K 0001163165-25-000012

Every change, by type

Sentences and paragraphs added, removed or reworded

Sentences and paragraphs of COP's Risk Factors and MD&A, 10-K 2026-02-17 against 10-K 2025-02-18. Each links to the text at sec.gov.

RemovedRisk Factors
Additionally, in 2023, at the international community at the 28th Conference of the Parties (COP28), nearly 200 countries, including most of the countries in which we operate, renewed their commitment to deliver on the aims of the 2015 Paris Agreement. COP28 included a decision on the world's first 'global stocktake' to ratchet up climate action before the end of the decade — including a goal to triple renewable energy capacity by 2030 — and for the first time its final agreement explicitly recommended "transitioning away from fossil fuels in the energy system."

Read it in 10-K 2025-02-18 at sec.gov ↗

RemovedRisk Factors
Integrating Marathon Oil's business may be more difficult, costly or time-consuming than expected, and we may fail to achieve the expected benefits and synergies of the Marathon Oil acquisition, which may adversely affect our business results and negatively affect the value of our common stock.

Read it in 10-K 2025-02-18 at sec.gov ↗

RemovedRisk Factors
The success of our acquisition of Marathon Oil will depend on, among other things, our ability to integrate Marathon Oil with our business in a manner that facilitates development opportunities and realizes expected synergies. We may encounter difficulties in integrating our and Marathon Oil’s businesses and realizing the expected benefits and synergies of the acquisition of Marathon Oil. If we are not able to successfully achieve our objectives, the anticipated benefits of the acquisition of Marathon Oil may not be realized fully, or at all, or may take longer to realize than expected.

Read it in 10-K 2025-02-18 at sec.gov ↗

RemovedRisk Factors
Prior to the completion of our acquisition of Marathon Oil, each of ConocoPhillips and Marathon Oil operated as an independent public company. There can be no assurances that Marathon Oil’s business can be integrated successfully into ours. It is possible that the integration process could result in the loss of commercial and vendor partners; the disruption of our, Marathon Oil’s or both companies’ ongoing businesses; inconsistencies in standards, controls, procedures and policies; unexpected integration issues; higher than expected integration costs; and an overall post-completion integration process that takes longer than originally anticipated. We will be required to devote management attention and resources to integrating Marathon Oil’s business practices and operations.

Read it in 10-K 2025-02-18 at sec.gov ↗

RemovedRisk Factors
An inability to realize the full extent of the anticipated benefits of the acquisition of Marathon Oil, as well as any delays encountered in the integration process, could have an adverse effect upon our revenues, level of expenses and operating results, which may adversely affect the value of our common stock.

Read it in 10-K 2025-02-18 at sec.gov ↗

RemovedRisk Factors
In addition, the actual integration may result in additional and unforeseen expenses, and the anticipated benefits of the integration plan may not be realized. There are numerous processes, policies, procedures, operations and technologies and systems that must be integrated in connection with our acquisition of Marathon Oil and the integration of Marathon Oil’s business. Any efficiencies related to the integration of Marathon Oil’s business may not offset incremental transaction and acquisition-related costs in the near term or at all. If we are not able to adequately address integration challenges, we may be unable to successfully integrate operations or realize the anticipated benefits of the acquisition.

Read it in 10-K 2025-02-18 at sec.gov ↗

RemovedRisk Factors
The market value of our common stock could decline if large amounts of our common stock are sold now that the Marathon Oil acquisition has been consummated.

Read it in 10-K 2025-02-18 at sec.gov ↗

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

Read it in 10-K 2025-02-18 at sec.gov ↗

Show the other 12
RemovedMD&A
On November 22, 2024, we completed our acquisition of Marathon Oil, an independent oil and gas exploration and production company. The acquisition adds high-quality, low cost of supply, development opportunities to our existing Lower 48 portfolio and additional LNG capacity to our global LNG portfolio through Equatorial Guinea.

Read it in 10-K 2025-02-18 at sec.gov ↗

RemovedMD&A
In 2024, we continued to optimize our portfolio geared towards our return focused value proposition. In the third quarter, we added to our global LNG portfolio through agreements that provide additional access to European and Asian natural gas markets by entering into an 18-year agreement securing regasification capacity at Zeebrugge LNG terminal in Belgium which includes regasification services for approximately 0.75 MTPA of LNG beginning in 2027. Additionally, in the third quarter, we entered into a long-term LNG sales agreement for approximately 0.5 MTPA into Asia starting in 2027.

Read it in 10-K 2025-02-18 at sec.gov ↗

RemovedMD&A
In 2024, we completed our acquisition of Marathon Oil and additional working interest in Alaska, as well as signed additional LNG regasification and sales agreements. In 2024, we also signed an agreement to divest certain noncore assets in our Lower 48 segment. See Note 3.

Read it in 10-K 2025-02-18 at sec.gov ↗

RemovedMD&A
Brent crude oil prices decreased two percent from $82.62 per barrel in 2023 to $80.76 per barrel in 2024. Similarly, average WTI crude oil prices decreased two percent from $77.62 per barrel in 2023 to $75.72 per barrel in 2024. Prices were lower through 2024 due to slower global demand growth in 2024 relative to 2023 and higher supplies from non-OPEC Plus counties.

Read it in 10-K 2025-02-18 at sec.gov ↗

RemovedMD&A
U.S. Henry Hub natural gas prices decreased 17 percent from an average of $2.74 per MMBTU in 2023 to $2.27 per MMBTU in 2024. Natural gas prices decreased due to excess North American natural gas storage levels following a mild 2023-2024 winter. Lower 48 segment realized gas prices decreased to $0.18 in the third quarter of 2024 driven by lower regional prices related to pipeline capacity constraints. In the fourth quarter of 2024 prices increased as constraints were relieved and realizations ended the year at an average of $0.87.

Read it in 10-K 2025-02-18 at sec.gov ↗

RemovedMD&A
Our realized bitumen price increased 14 percent from an average of $42.15 per barrel in 2023 to $47.92 per barrel in 2024. The increase was driven by narrowing WCS differentials due to Trans Mountain Expansion project egress, tightening Russian sanctions impacting global heavy oil supply and improving heavy oil demand in Asia. We continue to optimize bitumen price realizations through optimizing diluent recovery unit operation, blending and transportation strategies.

Read it in 10-K 2025-02-18 at sec.gov ↗

RemovedMD&A
•Completed the acquisition of Marathon Oil, adding high-quality, low cost of supply inventory adjacent to the company's leading U.S. unconventional position;

Read it in 10-K 2025-02-18 at sec.gov ↗

RemovedMD&A
•Announced planned 2025 return of capital target of $10 billion at current commodity prices and declared first-quarter 2025 ordinary dividend of $0.78 per share;

Read it in 10-K 2025-02-18 at sec.gov ↗

RemovedMD&A
•Advanced previously announced $2 billion disposition target by signing agreements to divest noncore Lower 48 assets of $0.6 billion, subject to customary closing adjustments and expected to close in the first half of 2025;

Read it in 10-K 2025-02-18 at sec.gov ↗

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