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.
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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 ↗
RewordedRisk Factors
Given the volatility in the drivers of commodity price drivers prices and our associated realizations, the worldwide political and economic environment, including potential economic slowdowns or recessions, unexpected shocks to supply and demand resulting from future global health crises, such as those that were experienced in connection with the COVID-19 pandemic, demand, or increased uncertainty generated by armed hostilities and geopolitical tension and escalations in various oil-producing regions around the globe, prices for crude oil, bitumen, LNG, natural gas and NGLs may continue to be volatile.
Read it in 10-K 2026-02-17 at sec.gov ↗
RewordedRisk Factors
Our operations are subject to a variety of hazards and risks that require significant and continuous oversight, such as the monitoring, prevention or mitigation of or protection from explosions, fires, explosions; fires; product spills, spills; severe weather, weather; geological events, events; global health crises, such as epidemics and pandemics, pandemics; labor disputes, disputes; geopolitical tensions, tensions and escalations; armed hostilities, hostilities; terrorist or piracy attacks, sabotage, attacks; sabotage; civil unrest or cyberattacks.
Read it in 10-K 2026-02-17 at sec.gov ↗
RewordedRisk Factors
We are subject to risks associated with our operations in foreign jurisdictions and international markets, including changes in foreign governmental policies relating to crude oil, bitumen, LNG, natural gas or NGLs pricing and taxation; other regulatory or economic developments (including the macro effects of U.S. and international trade policies and disputes); disruptive geopolitical conditions such as the recent conflict escalation of geopolitical tension in the Middle East in late 2023 and through 2024; Eastern Europe; and international monetary and currency rate fluctuations.
Read it in 10-K 2026-02-17 at sec.gov ↗
RewordedRisk Factors
Such potential investments may expose us to numerous financial, legal, operational, reputational and other risks. risks and may not ultimately contribute materially to operational emissions reductions.
Read it in 10-K 2026-02-17 at sec.gov ↗
RewordedRisk Factors
We paid a quarterly VROC ordinary dividend to our shareholders in the first three quarters each quarter of 2024. 2025.
Read it in 10-K 2026-02-17 at sec.gov ↗
RewordedRisk Factors
For example, over the course of 2024, 2025, WTI crude oil prices ranged from a high of $87 $80 per barrel in April January to a low of $66 $55 per barrel in September. December.
Read it in 10-K 2026-02-17 at sec.gov ↗
RewordedRisk Factors
This responsibility may include paying into a fund for infrastructure repairs and recovery from extreme weather events that would otherwise be covered by the government.
Read it in 10-K 2026-02-17 at sec.gov ↗
RewordedRisk Factors
Additionally, as of December 31, 2024, $30.7 2025, up to $25.7 billion of share repurchase authority remained.
Read it in 10-K 2026-02-17 at sec.gov ↗
RewordedRisk Factors
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.
Read it in 10-K 2026-02-17 at sec.gov ↗
RewordedRisk Factors
Additional lawsuits with similar allegations are expected to be filed. filed by governmental entities.
Read it in 10-K 2026-02-17 at sec.gov ↗
AddedMD&A
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.
Read it in 10-K 2026-02-17 at sec.gov ↗
AddedMD&A
In November 2024, we completed our acquisition of Marathon Oil. In the first half of 2025, we completed the asset integration of Marathon Oil and by year-end 2025 achieved more than $1 billion of synergies on a run-rate basis and approximately $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 related to cash tax benefits from net operating losses, most of which was recognized in 2025. See Note 3.
Read it in 10-K 2026-02-17 at sec.gov ↗
AddedMD&A
Separately, in the second half of 2025, we announced incremental cost reductions and margin enhancements of more than $1 billion anticipated on a run-rate basis by year-end 2026. In late 2025, we initiated a restructuring, reducing our overall employee workforce, which in addition to lease operating cost improvements and opportunities in transportation and processing is expected to contribute approximately $0.8 billion in cost reductions. We anticipate the remaining approximately $0.2 billion to be achieved through margin expansion.
Read it in 10-K 2026-02-17 at sec.gov ↗
AddedMD&A
In August 2025, we announced a total disposition target of $5 billion by year-end 2026. We disposed of $3.2 billion of assets in 2025 and we expect to meet our $5 billion disposition target by year-end 2026. Completed dispositions to date include the Ursa and Europa fields and Ursa Oil Pipeline Company LLC for net proceeds of $0.7 billion, the Anadarko Basin for net proceeds of $1.2 billion and other noncore Lower 48 and Corporate assets for approximately $1.3 billion. See Note 3.
Read it in 10-K 2026-02-17 at sec.gov ↗
AddedMD&A
As part of our LNG strategy to build a dynamic portfolio and expand our footprint across the value chain, we have various commercial LNG offtake agreements in North America totaling 10.2 MTPA with offtake commencing between 2026-2031. Furthermore, we currently have a total regasification capacity in Europe of approximately 6.7 MTPA. We continue to progress discussions across all major LNG producing and consuming regions and markets to further add high-quality positions to our portfolio.
Read it in 10-K 2026-02-17 at sec.gov ↗
AddedMD&A
Operationally, we remain focused on safely executing the business while also progressing key strategic initiatives. At Willow, we made significant progress and achieved critical milestones, successfully completing our largest winter season. In the Lower 48, we integrated Marathon Oil assets into our portfolio, focusing on operating and capital efficiencies. Internationally, we became the sole operator of the Kebabangan Cluster (KBBC) PSC in Malaysia in January 2025, extending the PSC to 2050 and making KBBC our first operated producing asset in Malaysia. In Canada, we achieved first oil at Surmont Pad 104W-A in December 2025. Additionally, our equity LNG projects continued to advance at NFE and NFS in Qatar and PALNG on the U.S. Gulf Coast.
Read it in 10-K 2026-02-17 at sec.gov ↗
AddedMD&A
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 2025.
Read it in 10-K 2026-02-17 at sec.gov ↗
AddedMD&A
In the second half of 2025, we announced incremental cost reductions and margin enhancements of more than $1 billion anticipated on a run-rate basis by year-end 2026. In late 2025, we initiated a restructuring, reducing our overall employee workforce, which in addition to lease operating cost improvements and opportunities in transportation and processing, is expected to contribute approximately $0.8 billion in cost reductions. We anticipate the remaining approximately $0.2 billion to be achieved through margin expansion.
Read it in 10-K 2026-02-17 at sec.gov ↗
AddedMD&A
In 2025, we divested assets in Lower 48 including the Ursa and Europa fields and Ursa Oil Pipeline Company LLC, assets in the Anadarko basin and other noncore assets. See Note 3.
Read it in 10-K 2026-02-17 at sec.gov ↗
AddedMD&A
Crude and bitumen prices were lower through 2025 as global oil supplies increased faster than global oil demand.
Read it in 10-K 2026-02-17 at sec.gov ↗
AddedMD&A
Natural gas prices increased due to stronger demand and lower inventory levels relative to 2024.
Read it in 10-K 2026-02-17 at sec.gov ↗
AddedMD&A
•Completed the integration of Marathon Oil and doubled synergy capture to more than $1 billion on a run-rate basis in 2025; achieved an additional ~$1 billion of one-time benefits;
Read it in 10-K 2026-02-17 at sec.gov ↗
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
•Delivered 2024 reserve replacement ratio of 244 percent and organic reserve replacement ratio of 123 percent;
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
•Provided 2025 guidance including full-year capital of approximately $12.9 billion;
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 ↗
RemovedMD&A
•Reached first production at Nuna in Alaska and Bohai Phase 5 in China in the fourth quarter and at Eldfisk North in Norway in the second quarter;
Read it in 10-K 2025-02-18 at sec.gov ↗
RewordedMD&A
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.
Read it in 10-K 2026-02-17 at sec.gov ↗
RewordedMD&A
In 2024, 2025, we invested $12.1 $12.6 billion in capital expenditures and investments; $0.8 investments, $0.5 billion of which was primarily payments towards our equity investments in LNG projects, including Port Arthur Liquefaction Holdings, LLC (PALNG), QatarEnergy LNG NFE(4) (NFE4) NFE4, NFS3 and QatarEnergy LNG NFS(3) (NFS3); and $0.4 billion of spend related to fourth-quarter acquisitions. PALNG, while the remainder funded our operating capital program.
Read it in 10-K 2026-02-17 at sec.gov ↗
RewordedMD&A
In 2024, 2025, the primary uses of our available cash were $12.1 $12.6 billion to support our ongoing capital expenditures and investments program, which included $0.4 billion of spend related to fourth-quarter acquisitions; $5.5 program; $5.0 billion to repurchase common stock; and $3.6 $4.0 billion to pay the ordinary dividend dividend; and VROC. $0.9 billion to retire debt, partly offset by proceeds from asset sales of $3.2 billion.
Read it in 10-K 2026-02-17 at sec.gov ↗
RewordedMD&A
These expenses increased decreased by $359 $230 million in 2024 2025 compared with 2023, 2024, primarily due to the absence of transaction expenses of $432 million associated with our acquisition of Marathon Oil, Oil in 2024, partially offset by lower compensation and benefits costs, including mark-to-market impacts of certain key employee compensation programs. severance costs related to a restructuring in 2025.
Read it in 10-K 2026-02-17 at sec.gov ↗
RewordedMD&A
In January 2023 the EU finalized the Corporate Sustainability Reporting Directive that will require more detailed sustainability reporting; in June 2023 the International Sustainability Standards Board issued inaugural sustainability reporting standards; in October 2023 in California multiple bills were signed into law requiring climate-related disclosures for companies that conduct business in the state; and in September 2024, the Australian Government passed legislation which mandated a new standard for climate-related disclosures. disclosures; and in the EU, the Corporate Sustainability Reporting Directive is expected to be finalized in 2026.
Read it in 10-K 2026-02-17 at sec.gov ↗
RewordedMD&A
Commodity price levels Dynamics that could influence world energy markets and commodity prices include, but are subject to factors external to the company and over which we have no control, including but not limited to 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, tax regulations, tariffs, governmental policies and weather-related disruptions.
Read it in 10-K 2026-02-17 at sec.gov ↗
RewordedMD&A
This was primarily due to the absence of a tax benefit of $455 million as a result of the acquisition of Marathon Oil in 2024 and the subsequent utilization of foreign tax credits, and the absence of $89 million loss associated with forward foreign exchange contracts to buy CAD, in support of our acquisition of additional working interest in Surmont in 2023. credits.
Read it in 10-K 2026-02-17 at sec.gov ↗
RewordedMD&A
Sales and other operating revenues decreased $1,396 increased $4,199 million in 2024, 2025, primarily due to lower higher volumes of $6,197 million, inclusive of sales volumes from our acquisition of Marathon Oil and higher realized natural gas and crude prices of $1,031 $824 million and $791 million, respectively, and the timing of sales as compared to 2023. 2024.
Read it in 10-K 2026-02-17 at sec.gov ↗
RewordedMD&A
Selling, general and administrative expenses increased $453 decreased $265 million in 2024, 2025, primarily due to the absence of transaction expenses of $545 million associated with our acquisition of Marathon Oil, Oil in 2024, partially offset by lower compensation and benefits costs, including mark-to-market impacts of certain key employee compensation programs. severance costs related to a restructuring in 2025.
Read it in 10-K 2026-02-17 at sec.gov ↗
RewordedMD&A
Millions of Dollars Years Ended December 31 2025 2024 2023 2022 Sales and other operating revenues $ 58,944 54,745 56,141 78,494 Equity in earnings of affiliates 1,335 1,705 1,720 Gain (loss) on dispositions 731 51 228 1,077 Purchased commodities 22,325 20,012 21,975 33,971 Production and operating expenses 10,331 8,751 7,693 7,006 Selling, general and administrative expenses 893 1,158 705 623 Depreciation, depletion and amortization 11,500 9,599 8,270 7,504 Foreign currency transaction (gain) loss (50) 92 (100) Other expenses 20 181 2 (47) Income tax provision (benefit) 4,668 4,427 5,331 9,548
Read it in 10-K 2026-02-17 at sec.gov ↗
RewordedMD&A
In 2024 we paid ordinary dividends of $2.52 and VROC payments of $0.60 per common share and in 2023 we paid ordinary dividends of $2.11 and VROC payments of $2.50 per common share and in 2022 we paid an ordinary dividend of $1.89 and VROC payments of $2.60. share.
Read it in 10-K 2026-02-17 at sec.gov ↗
RewordedMD&A
Gain (loss) on dispositions decreased $177 increased $680 million in 2024, 2025, primarily due to the absence of gains associated with the divestitures of an equity investment the Ursa and Europa fields and Ursa Oil Pipeline Company LLC and other noncore assets in our Lower 48 segment.
Read it in 10-K 2026-02-17 at sec.gov ↗