COP

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How COP rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025

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Item 1A —Risk Factors – Our ability to execute our capital return program is subject to certain considerations.” Issuer Purchases of Equity Securities Millions of Dollars Period Total Number of Shares Purchased* Average Price Paid Per Share Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs October 1-31, 2025 5,084,464 $ 90.02 5,084,464 $ 26,274 November 1-30, 2025 3,277,056 88.28 3,277,056 25,985 December 1-31, 2025 2,963,034 92.81 2,963,034 25,710 11,324,554 11,324,554 * There were no repurchases of common stock from company employees in connection with the company's broad-based employee incentive plans.
As of December 31, 2025, we had repurchased $39.3 billion of shares since 2016.
For more information, see “Item 1A—Risk Factors – Our ability to execute our capital return program is subject to certain considerations.” ConocoPhillips 2025 10-K Stock Performance Graph The following graph shows the cumulative TSR for ConocoPhillips’ common stock in each of the five years from December 31, 2020 to December 31, 2025.
The graph also compares the cumulative total returns for the same five-year period with the S&P 500 Index and our performance peer group consisting of APA Corporation, Chevron, Devon Energy, Diamondback Energy, EOG Resources, ExxonMobil and Occidental Petroleum weighted according to the respective peer’s stock market capitalization at the beginning of each annual period.
Due to Chevron’s acquisition of Hess Corporation in 2025, Hess Corporation has been removed from our performance peer group and has been excluded from all five years of the peer group performance.
The comparison assumes $100 was invested on December 31, 2020, in ConocoPhillips stock, the S&P 500 Index and ConocoPhillips’ peer group and assumes that all dividends were reinvested.
ConocoPhillips 2025 10-K Management’s Discussion and Analysis Item 7.
Readers are cautioned that such forward-looking statements should be read in conjunction with the company’s disclosures under the heading: “CAUTIONARY STATEMENT FOR THE PURPOSES OF THE ‘SAFE HARBOR’ PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995,” beginning on page 62 .
Headquartered in Houston, Texas, at December 31, 2025, we employed approximately 9,900 people worldwide and had total assets of $122 billion.
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.
As the global energy industry continues to evolve, we remain committed to creating long-term value for our stockholders.
Total company production in 2025 was 2,375 MBOED, yielding cash provided by operating activities of $19.8 billion.
We invested $12.6 billion into the business in the form of capital expenditures and investments and provided returns of capital to shareholders of $9.0 billion through our ordinary dividend and share repurchases.
In 2025, we returned $4.0 billion through the ordinary dividend, inclusive of an increase in December of eight percent to 84 cents per share.
In addition, we returned $5.0 billion to shareholders through share repurchases.
As of December 31, 2025, we have repurchased $39.3 billion of shares of our authorized share repurchase program since 2016.
In February 2026, we declared a first-quarter ordinary dividend of 84 cents per share.
ConocoPhillips 2025 10-K Management’s Discussion and Analysis 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.
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.
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.
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.
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.
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.
Production for 2025 was 2,375 MBOED, representing an increase of 388 MBOED or 20 percent compared to 2024.
After adjusting for closed acquisitions and dispositions, production increased by 57 MBOED or 2.5 percent.

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Risk Factors— Our technologies, systems and networks are subject to cybersecurity threats for more information on our risks relating to our technologies, systems, and networks.
Cybersecurity Governance Management's Role A dedicated CISO leads the IT/OT Security Team and is responsible for our cybersecurity risk management and strategy.
The CISO has over 20 years of experience in security, of which 15 years is specific to cybersecurity and has served as a CISO since 2013, having joined ConocoPhillips as CISO in 2022.
The CISO holds a master’s degree and is a Certified Information Security Professional.
The CISO reports to the CD&IO, who holds a master’s degree in information technology and has served as Chief Information Officer/Chief Technology Officer and various roles in information technology for over 28 years.
The CD&IO reports to the Executive Vice President and Chief Financial Officer.
This management team assesses and manages risks associated with cybersecurity.
Board of Directors' Oversight While our cybersecurity management team is responsible for the day-to-day assessment and management of material risks from cybersecurity threats, the ConocoPhillips Board of Directors has oversight responsibility for our ERM program and the individual risk management programs comprising our ERM program, including cybersecurity risk management.
To help maintain effective Board of Directors' oversight across the entire enterprise, the Board of Directors delegates certain elements of its oversight function to individual committees.
The AFC assists the Board of Directors in fulfilling its oversight of our ERM program and cybersecurity.
The Board of Directors receives a report on cybersecurity annually, and the AFC receives reports on cybersecurity multiple times a year.
For meetings where cybersecurity is not on the formal agenda, the AFC will receive a pre-read that includes cybersecurity updates or discussion topics.
During these reviews, management discusses various topics, including information relating to IT/OT Security strategy, program management, cybersecurity risks and threats, and provides briefings on notable cybersecurity attacks, including those relating to third-party service providers, if known.
In addition to this regular reporting, significant cybersecurity risks or threats may also be escalated on an as needed basis to the AFC and Board of Directors .
Legal Proceedings We are a defendant in a number of legal and administrative proceedings arising in the ordinary course of business, including those involving governmental authorities under federal, state and local laws regulating the discharge of materials into the environment.
While it is not possible to accurately predict the final outcome of these pending proceedings, if any one or more of such proceedings were to be decided adversely to ConocoPhillips, we expect there would not be a material effect to our consolidated financial position.
ConocoPhillips has elected to use a $1 million threshold for disclosing certain proceedings arising under federal, state or local environmental laws when a governmental authority is a party.
ConocoPhillips believes proceedings under this threshold are not material to ConocoPhillips' business and financial condition.
Applying this threshold, there are no such proceedings to disclose for the year ended December 31, 2024.
See Note 10 for information regarding other legal and administrative proceedings.
Information about our Executive Officers Name Position Held Age* William L.
Executive Vice President and Chief Financial Officer Christopher P.
Delk Vice President, Controller and General Tax Counsel Heather G.
Hrap Senior Vice President, Human Resources and Real Estate and Facilities Services 52 Kirk L.
Johnson Senior Vice President, Global Operations 49 Ryan M.
Lance Chairman of the Board of Directors and Chief Executive Officer 62 Andrew D.
Lundquist Senior Vice President, Government Affairs 64 Andrew M.
O'Brien Senior Vice President, Strategy, Commercial, Sustainability and Technology 50 Nicholas G.
Olds Executive Vice President, Lower 48 55 Kelly B.
Rose Senior Vice President, Legal, General Counsel and Corporate Secretary 58 _____________________ *On February 18, 2025.
There are no family relationships among any of the officers named above.
Each officer of the company is elected by the Board of Directors at its first meeting after the Annual Meeting of Stockholders and thereafter as appropriate.
Each officer of the company holds office from the date of election until the first meeting of the directors held after the next Annual Meeting of Stockholders or until a successor is elected.
The date of the next annual meeting is May 13, 2025.
Set forth below is information about the executive officers.
Bullock, Jr. was appointed Executive Vice President and Chief Financial Officer as of September 2020, having previously served as President, Asia Pacific & Middle East since April 2015.
Prior to that, he was Vice President, Corporate Planning & Development since May 2012.
Delk was appointed Vice President, Controller and General Tax Counsel in November 2022, having previously served as Vice President and General Tax Counsel since July 2015.
Hrap was appointed Senior Vice President, Human Resources and Real Estate and Facilities Services in March 2022, having previously served as Vice President, Human Resources from January 2019.
Prior to that, she served as Human Resources General Manager from October 2015 to January 2019.

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Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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