ConocoPhillips (COP) 10-K risk factor changes: FY2025 vs FY2024

For example, over the course of [removed: 2024,] [added: 2025,] WTI crude oil prices ranged from a high of [removed: $87] [added: $80] per barrel in [removed: April] [added: January] to a low of [removed: $66] [added: $55] per barrel in [removed: September.][added: December.]

Given the volatility in [removed: commodity price] [added: the] drivers [added: of commodity prices] and [added: our associated realizations,] the worldwide political and economic environment, including potential economic slowdowns or recessions, unexpected shocks to supply and [removed: demand resulting from future global health crises, such as those that were experienced in connection with the COVID-19 pandemic,] [added: demand,] or increased uncertainty generated by armed hostilities and geopolitical tension [added: 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.

| Risk Factors | | | [Table of [removed: Contents](#i2863337a9abb479db2c9285000c6c974_7)] [added: Contents](#i115e4104d83e485db7f87375a6d4dcdb_7)] | | |

Our framework for managing climate-related business risk is set out in our [removed: Climate] [added: Climate-related] Risk Strategy, which describes our strategic flexibility, approach to reducing Scope 1 and 2 emissions intensity, technology choices and engagement efforts.

Our ability to achieve the stated targets, goals and ambitions within the [removed: Climate] [added: Climate-related] Risk Strategy's framework is subject to a number of risks and uncertainties beyond our control, including government policies and markets, acceptance of carbon capture technologies, development of markets and potential permitting and regulatory changes, all of which may impair our ability to execute on current or future plans.

In addition, the pace of development of effective emissions measurement and abatement technologies, and the actual pace of [removed: development] [added: deployment] may be inadequate, or the technologies actually developed may be insufficient to allow us to achieve our stated targets, goals and ambitions.

Furthermore, executing our [removed: Climate] [added: Climate-related] Risk Strategy could be costly, is likely to encounter unforeseen obstacles, will proceed at varying paces and may be accomplished in a manner that we cannot predict at this time.

Even if we are able to acquire an adequate amount of such offsets at satisfactory prices, investors, regulators or other third parties may not perceive this practice as an acceptable means of achieving our [added: operational] emission reduction [removed: goals.][added: targets.]

As advanced technologies are developed to accurately measure emissions, we may be required to revise our emissions estimates and reduction goals or otherwise revise aspects of our [removed: Climate] [added: Climate-related] Risk Strategy.

Such potential investments may expose us to numerous financial, legal, operational, reputational and other [removed: risks.][added: risks and may not ultimately contribute materially to operational emissions reductions.]

The success of [removed: our low-carbon strategy] [added: 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.

For more information on estimates used, see the *["Critical Accounting Estimates" section of Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i2863337a9abb479db2c9285000c6c974_220)*[.](#i2863337a9abb479db2c9285000c6c974_220)][added: Operations](#i115e4104d83e485db7f87375a6d4dcdb_223)*[.](#i115e4104d83e485db7f87375a6d4dcdb_223)]

If any facilities, equipment or diluents, or any of the transportation methods and channels that we rely on become unavailable for any period of time, we may incur increased costs to transport our crude oil, bitumen, LNG, natural gas and NGLs for sale; we may be forced to curtail our production of crude oil, bitumen, natural gas or NGLs, or we may not be able to meet all the objectives in our [removed: Climate] [added: Climate-related] Risk Strategy, such as reducing routine flaring.

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 [removed: explosions, fires,] [added: explosions; fires;] product [removed: spills,] [added: spills;] severe [removed: weather,] [added: weather;] geological [removed: events,] [added: events;] global health crises, such as epidemics and [removed: pandemics,] [added: pandemics;] labor [removed: disputes,] [added: disputes;] geopolitical [removed: tensions,] [added: tensions and escalations;] armed [removed: hostilities,] [added: hostilities;] terrorist or piracy [removed: attacks, sabotage,] [added: attacks; sabotage;] civil unrest or cyberattacks.

Countermeasures to address global health crises, epidemics or pandemics may result in reduced demand for our products; disruptions to our supply chain, the global economy or financial or commodity markets; disruptions in our contractual arrangements with our service providers, suppliers and other counterparties; failures by our suppliers, contract manufacturers, contractors, joint venture partners and external business [removed: partners,] [added: partners] to meet their obligations to us; reduced workforce productivity; and voluntary or involuntary curtailments.

Any of these factors, or other cascading effects of such factors, could materially increase our costs; negatively impact our revenues or ability to implement and advance our [removed: Climate] [added: Climate-related] Risk Strategy; and damage our financial condition, results of operations, cash flows and liquidity position.

For a description of the most significant of these environmental laws and regulations, see the [removed: *[“Contingencies—Environmental”](#i8123733f99d8436bbcb6cf1b01533a8d_22452),*] [added: *[“Contingencies—Environmental”](#i75845a159446430ca477c331bcf27f91_26112),*] *[“—Climate [removed: Change”](#i8123733f99d8436bbcb6cf1b01533a8d_22449)*] [added: Change”](#i75845a159446430ca477c331bcf27f91_26110)*] and *["—Company Response to Climate-Related [removed: Risks"](#i8123733f99d8436bbcb6cf1b01533a8d_22450)*] [added: Risks"](#i75845a159446430ca477c331bcf27f91_26111)*] sections of Management’s Discussion and Analysis of Financial Condition and Results of Operations.

To the extent these expenditures, as with all costs, are not ultimately reflected in the prices of our products, our business, financial condition, results of operations and cash flows in future periods, as well as our ability to implement and advance our [removed: Climate] [added: Climate-related] Risk Strategy could be adversely affected.

Although we may support the intent of legislative and regulatory measures aimed at addressing climate-related risks, the specifics of how and when they are enacted could result in a material adverse effect to our business, financial condition, results of operations and cash flows in future periods as well as our ability to implement and advance our [removed: Climate] [added: Climate-related] Risk Strategy.

For example, in 2024, New York and Vermont passed legislation seeking to hold certain energy companies financially responsible for state climate change mitigation and adaptation measures, following the [removed: *"*polluter pays*"*] [added: "polluter pays"] model of existing Superfund laws.

This responsibility may include paying into a fund for infrastructure repairs and recovery from extreme [removed: weather events that would otherwise be covered by the government.]

For more information on legislation or precursors for possible regulation relating to global climate change that affect or could affect our operations and a description of the company's response, see the *["Contingencies—Climate [removed: Change”](#i8123733f99d8436bbcb6cf1b01533a8d_22449)*] [added: Change”](#i75845a159446430ca477c331bcf27f91_26110)*] and *["—Company Response to Climate-Related [removed: Risks"](#i8123733f99d8436bbcb6cf1b01533a8d_22450)*] [added: Risks"](#i75845a159446430ca477c331bcf27f91_26111)*] sections of Management’s Discussion and Analysis of Financial Condition and Results of Operations.

[removed: Increasing attention] [added: Attention] to global climate change has also resulted in pressure from and upon stockholders, financial institutions and other financial market participants to potentially limit or discontinue investments, insurance and funding to oil and gas companies.

Furthermore, [removed: increasing] attention to global climate change has resulted in an increased likelihood of governmental investigations and private litigation, which could increase our costs or otherwise adversely affect our business.

Beginning in 2017 and continuing through [removed: 2024,] [added: 2025,] cities, counties, governments and other entities in several states/territories in the U.S. have filed lawsuits against oil and gas companies, including ConocoPhillips, seeking compensatory damages and equitable relief to abate alleged climate change impacts.

Additional lawsuits with similar allegations are expected to be [removed: filed.][added: filed by governmental entities.]

Such compliance costs and delays, curtailments, limitations or prohibitions could have a material adverse effect on our business, prospects, results of operations, financial condition, liquidity and ability to implement and advance the [removed: Climate] [added: Climate-related] Risk Strategy.

Approximately [removed: 32] [added: 29] percent of our hydrocarbon production was derived from production outside the U.S. in [removed: 2024,] [added: 2025,] and [removed: 32] [added: 31] percent of our proved reserves, as of December 31, [removed: 2024,] [added: 2025,] were located outside the U.S. 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 [added: U.S. and] international trade policies and disputes); disruptive geopolitical conditions such as [removed: the] [added: recent conflict] escalation [removed: of geopolitical tension] in the Middle East [removed: in late 2023] and [removed: through 2024;] [added: Eastern Europe;] and international monetary and currency rate fluctuations.

Any of these actions could adversely affect our business or operating results, including our ability to implement and advance the [removed: Climate] [added: Climate-related] Risk Strategy.

Additionally, as of December 31, [removed: 2024, $30.7] [added: 2025, up to $25.7] billion of [added: share] repurchase authority remained.

Our risks may be exacerbated by a delay or failure to detect a cybersecurity incident or [added: to] understand the full extent of such incident notwithstanding our risk management processes and controls.

| | | | [Table of [removed: Contents](#i2863337a9abb479db2c9285000c6c974_7)] [added: Contents](#i115e4104d83e485db7f87375a6d4dcdb_7)] | | |

| ConocoPhillips 2025 10-K | | | 18 | | |

We continue to evaluate low carbon opportunities for potential future investment in support of our operational emission reduction targets.

| 19 | | | ConocoPhillips 2025 10-K | | |

| Risk Factors | | | [Table of Contents](#i115e4104d83e485db7f87375a6d4dcdb_7) | | |

| ConocoPhillips 2025 10-K | | | 20 | | |

| Risk Factors | | | [Table of Contents](#i115e4104d83e485db7f87375a6d4dcdb_7) | | |

| 21 | | | ConocoPhillips 2025 10-K | | |

| Risk Factors | | | [Table of Contents](#i115e4104d83e485db7f87375a6d4dcdb_7) | | |

weather events that would otherwise be covered by the government.

Additionally, legislation has been introduced in certain U.S. states that would provide Attorneys General, insurers and individuals a right to recover against certain energy companies for alleged climate change impacts.

Should such legislation become law, we may be exposed to additional, significant liabilities.

However, in 2025 the EPA moved to dismantle some climate-related regulations (e.g. delaying compliance deadlines for methane standards and proposing to eliminate most obligations under the Greenhouse Gas Reporting Program).

These policy swings create additional uncertainty for companies who need to plan for operations that will endure through administrations.

These regulatory changes may also complicate our ability to access non-operated or joint venture emissions data to complete our inventory of emissions.

Additionally, international climate initiatives, such as the United Nations Conference of the Parties summits, continue to shape the global response to climate change.

These summits can lead to commitments from numerous countries to meet the objectives of agreements like the Paris Agreement, through adopting country level regulation to reduce greenhouse gas emissions.

In 2025, a putative class action was filed against oil and gas companies, including ConocoPhillips, seeking to hold energy companies liable for increased home insurance premiums allegedly due to climate change losses.

| ConocoPhillips 2025 10-K | | | 22 | | |

| Risk Factors | | | [Table of Contents](#i115e4104d83e485db7f87375a6d4dcdb_7) | | |

| 23 | | | ConocoPhillips 2025 10-K | | |

| Risk Factors | | | [Table of Contents](#i115e4104d83e485db7f87375a6d4dcdb_7) | | |

We paid a quarterly ordinary dividend to our shareholders in each quarter of 2025.

| ConocoPhillips 2025 10-K | | | 24 | | |

| Risk Factors | | | [Table of Contents](#i115e4104d83e485db7f87375a6d4dcdb_7) | | |

Cybersecurity](#i115e4104d83e485db7f87375a6d4dcdb_82)*.

| 25 | | | ConocoPhillips 2025 10-K | | |

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| 19 | | | ConocoPhillips 2024 10-K | | |

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 opportunities for future competitive investment.

While we perform a thorough analysis on these investments, the related technologies 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 to scale potential investments.

| ConocoPhillips 2024 10-K | | | 20 | | |

| 21 | | | ConocoPhillips 2024 10-K | | |

| ConocoPhillips 2024 10-K | | | 22 | | |

Also pursuant to the Inflation Reduction Act of 2022, the EPA published certain rules in 2024 to facilitate the determination and payment of a charge on methane emissions from selected facilities in the oil and natural gas industry, including many of the facilities operated by ConocoPhillips.

These final rules could result in additional capital expenditures and compliance, operating and maintenance costs, any of which may have an adverse effect on our business and results of operations.

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."

| 23 | | | ConocoPhillips 2024 10-K | | |

| ConocoPhillips 2024 10-K | | | 24 | | |

Risks Related to Our Acquisition of Marathon Oil

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.

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.

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.

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.

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.

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.

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.

| 25 | | | ConocoPhillips 2024 10-K | | |

We paid a quarterly VROC to our shareholders in the first three quarters of 2024.

In the fourth quarter of 2024, we declared an ordinary dividend that incorporated the prior VROC equivalent per share payment and did not make a separate VROC payment.

VROC distributions remain an option in elevated price environments, to be authorized and determined by our Board of Directors in its sole discretion and depending on factors it deems relevant.

In October 2024, our Board of Directors approved an increase from our prior authorization of $45 billion by a total of the lesser of $20 billion or the number of shares issued in our acquisition of Marathon Oil, such that the company is not to exceed $65 billion in aggregate purchases.

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* [removed: *[65](#i2863337a9abb479db2c9285000c6c974_244).*][added: *[62](#i115e4104d83e485db7f87375a6d4dcdb_247).*]

ConocoPhillips is one of the world’s leading E&P [removed: companies] [added: companies,] based on both production and [removed: reserves] [added: reserves,] with operations and activities in 14 countries.

Headquartered in Houston, Texas, at December 31, [removed: 2024,] [added: 2025,] we employed approximately [removed: 11,800] [added: 9,900] people worldwide and had total assets of [removed: $123] [added: $122] billion.

[removed: On] [added: In] November [removed: 22,] 2024, we completed our acquisition of Marathon [removed: Oil, an independent oil and gas exploration and production company.][added: Oil.]

Our value proposition to deliver competitive returns to stockholders through price cycles is guided by our foundational [removed: principles] [added: principles,] which consist of maintaining balance sheet strength, providing peer-leading distributions, making disciplined investments, and demonstrating responsible and reliable ESG performance.

| Management’s Discussion and Analysis | | | [Table of [removed: Contents](#i2863337a9abb479db2c9285000c6c974_7)] [added: Contents](#i115e4104d83e485db7f87375a6d4dcdb_7)] | | |

Total company production in [removed: 2024] [added: 2025] was [removed: 1,987] [added: 2,375] MBOED, yielding cash provided by operating activities of [removed: $20.1] [added: $19.8] billion.

We invested [removed: $12.1] [added: $12.6] billion into the business in the form of capital expenditures and [removed: investments, inclusive of $0.4 billion of spend related to fourth-quarter acquisitions,] [added: investments] and provided returns of capital to shareholders of [removed: $9.1] [added: $9.0] billion through our ordinary [removed: dividend, VROC] [added: dividend] and share repurchases.

In addition, we returned [removed: $5.5] [added: $5.0] billion to shareholders through share repurchases.

As of December 31, [removed: 2024,] [added: 2025,] we have repurchased [removed: $34.3] [added: $39.3] billion of [added: shares of] our authorized share repurchase program since 2016.

[removed: We also] [added: In February 2026, we] declared a first-quarter ordinary dividend of [removed: 78] [added: 84] cents per share.

[removed: After] [added: In the fourth quarter of 2024, after] exercising our preferential rights, we completed [removed: our] [added: an] acquisition [removed: of additional] [added: that increased our] working interest [added: by approximately five percent] in the Kuparuk River Unit and [added: approximately 0.4 percent in the] Prudhoe Bay Unit in [removed: our] Alaska [removed: segment in the fourth quarter] [added: from Chevron U.S.A. Inc. and Union Oil Company] of [removed: 2024.][added: California for $296 million, before customary adjustments.]

Operationally, we remain focused on safely executing the [removed: business.][added: business while also progressing key strategic initiatives.]

Production for [removed: 2024] [added: 2025] was [removed: 1,987] [added: 2,375] MBOED, representing an increase of [removed: 161] [added: 388] MBOED or [removed: nine] [added: 20] percent compared to [removed: 2023.][added: 2024.]

After adjusting for closed acquisitions and dispositions, production increased by [removed: 69] [added: 57] MBOED or [removed: three] [added: 2.5] percent.

We strive to maintain our ‘A’-rating, as we did throughout [removed: 2024.][added: 2025.]

We ended the year with cash and cash equivalents and restricted cash of [removed: $5.9] [added: $6.9] billion, short-term investments of $0.5 billion and long-term investments in debt securities of $1.1 billion, maintaining balance sheet strength.

[removed: Peer leading] [added: Peer-leading] distributions. We believe in delivering value to our shareholders via our return of capital framework, which consists of a growing, sustainable ordinary [removed: dividend, share repurchases] [added: dividend] and [removed: the discretion to utilize VROC in an elevated price environment.][added: share repurchases.]

In [removed: 2024,] [added: 2025,] we returned [removed: $3.6] [added: $4.0] billion to shareholders through our ordinary dividend and [removed: VROC and $5.5] [added: $5.0] billion through share repurchases.

Our combined dividends and share repurchases of [removed: $9.1] [added: $9.0] billion represented [removed: 45] [added: 46] percent of our net cash provided by operating activities.

We also balance our investments between [removed: short] [added: short-] and [removed: longer cycle] [added: longer-cycle] projects.

For example, in [removed: 2024,] [added: 2025,] we [removed: invested] [added: continued to invest] in short-cycle projects in the Lower 48 segment, as well as longer-cycle projects such as Willow in [removed: Alaska and LNG projects in Qatar and Port Arthur.][added: Alaska.]

Using various methodologies, we monitor costs monthly, on an absolute-dollar basis and a per-unit [removed: basis] [added: basis,] and report to management.

- Optimize our portfolio. We [removed: continue to] [added: continually] evaluate our assets to determine whether they compete for capital within our portfolio and optimize as necessary, directing capital towards the most competitive investments and disposing of assets that do not compete.

Our reserve replacement was [removed: 244] [added: 80] percent in [removed: 2024,] [added: 2025,] reflecting a net [removed: increase] [added: decrease] from [removed: development drilling activity; extensions and discoveries;] [added: dispositions in noncore assets in Lower 48] and [removed: purchases, including our acquisition of Marathon Oil;] [added: lower prices,] partially offset by [removed: lower prices.][added: development drilling activity and extensions and discoveries.]

Our organic reserve replacement, which excludes a net [removed: increase] [added: decrease] of [removed: 886] [added: 165] MMBOE from sales and purchases, was [removed: 123] [added: 99] percent in [removed: 2024.][added: 2025.]

In the three years ended December 31, [removed: 2024,] [added: 2025,] our reserve replacement was [removed: 183] [added: 145] percent.

Our organic reserve replacement during the three years ended December 31, [removed: 2024,] [added: 2025,] which excludes a net increase of [removed: 1,064] [added: 905] MMBOE related to sales and purchases, was [removed: 131] [added: 106] percent.

See *["Supplementary Data - Oil and Gas [removed: Operations"](#i2863337a9abb479db2c9285000c6c974_385)*] [added: Operations"](#i115e4104d83e485db7f87375a6d4dcdb_415)*] for more information.

We seek to deliver energy to the world through an integrated management system that assesses sustainability-related business risks and opportunities as part of our decision-making [removed: process] [added: process,] and remain committed to our targets.

For more information on our commitment to responsible and reliable ESG performance, *[see "Contingencies—Company Response to Climate-Related [removed: Risks"](#i8123733f99d8436bbcb6cf1b01533a8d_22450)*] [added: Risks"](#i75845a159446430ca477c331bcf27f91_26111)*] section of Management's Discussion and Analysis of Financial Condition and Results of Operation.

Our earnings and operating cash flows generally correlate with [added: price levels for] crude oil and natural [removed: gas commodity prices.][added: gas, which are subject to factors external to the company and over which we have no control.]

[removed: Commodity price levels are subject to factors external to the company] [added: Dynamics that could influence world energy markets] and [removed: over which we have no control, including] [added: commodity prices include,] but [added: are] not limited [removed: to] [added: 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, [removed: tax regulations,] [added: tariffs,] governmental policies and weather-related disruptions.

The following graph depicts the [added: trend in] average benchmark prices for WTI crude oil, Brent crude oil and U.S. Henry Hub natural gas since [removed: 2022:][added: 2023.]

Significant items during [removed: 2024] [added: 2025] and recent announcements included the following:

- Reported fourth-quarter [removed: 2024] [added: 2025] earnings per share of [removed: $1.90;][added: $1.17;]

- Generated cash provided by operating activities of [removed: $20.1] [added: $19.8] billion;

- Distributed [removed: $9.1] [added: $9.0] billion to shareholders, including [removed: $5.5] [added: $5.0] billion through share repurchases and [removed: $3.6] [added: $4.0] billion through the ordinary [removed: dividend and VROC;][added: dividend;]

- Ended the year with cash, cash [removed: equivalents and] [added: equivalents,] restricted cash [removed: of $5.9 billion,] [added: and] short-term investments of [removed: $0.5] [added: $7.4] billion and long-term investments [removed: in debt securities] of $1.1 [removed: billion;][added: billion.]

- Delivered full-year total company and Lower 48 production of [removed: 1,987] [added: 2,375] MBOED and [removed: 1,152] [added: 1,484] MBOED, [removed: respectively.][added: respectively;]

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.

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.

| 31 | | | ConocoPhillips 2025 10-K | | |

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](#i115e4104d83e485db7f87375a6d4dcdb_295) 3*.

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.

*[See Note](#i115e4104d83e485db7f87375a6d4dcdb_295) 3*.

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.

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.

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.

| ConocoPhillips 2025 10-K | | | 32 | | |

| Management’s Discussion and Analysis | | | [Table of Contents](#i115e4104d83e485db7f87375a6d4dcdb_7) | | |

In 2025, the company retired $0.7 billion principal amount of debt at maturity.

We believe allocating capital based on low cost of supply resource base will result in higher returns and drive resiliency through low prices.

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 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](#i115e4104d83e485db7f87375a6d4dcdb_295) 3*.

| 33 | | | ConocoPhillips 2025 10-K | | |

| Management’s Discussion and Analysis | | | [Table of Contents](#i115e4104d83e485db7f87375a6d4dcdb_7) | | |

| ConocoPhillips 2025 10-K | | | 34 | | |

| Management’s Discussion and Analysis | | | [Table of Contents](#i115e4104d83e485db7f87375a6d4dcdb_7) | | |

Commodity prices and the associated realizations are the most significant factor impacting our profitability and related returns on and of capital to our shareholders.

Our strategy is to create value through price cycles by delivering on the financial, operational and ESG priorities that underpin our value proposition.

Completed Acquisition of Marathon Oil Corporation

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.

At closing, the acquisition was valued at approximately $16.5 billion, in which 0.255 shares of ConocoPhillips common stock was exchanged for each outstanding share of Marathon Oil common stock, resulting in the issuance of approximately 143 million shares of ConocoPhillips common stock.

We also assumed $4.6 billion in aggregate principal amount of outstanding debt for Marathon Oil, which was recorded at fair value of $4.7 billion as of the closing date.

We expect to capture approximately $1 billion in synergies on a run rate basis within the first full year following the close of the transaction.

*[See Note](#i2863337a9abb479db2c9285000c6c974_286) 3 and [Note](#i2863337a9abb479db2c9285000c6c974_310) 8.*

The macro-environment of the global energy industry continues to evolve.

We call this our Triple Mandate, and it represents our commitment to create long-term value for stockholders.

| ConocoPhillips 2024 10-K | | | 34 | | |

In 2024, we returned $3.6 billion through the ordinary dividend and VROC, including in December when we increased our ordinary dividend by 34 percent to 78 cents per share, effectively incorporating the amount of the prior quarter VROC into the ordinary dividend.

In February 2025, we announced our 2025 planned return of capital to shareholders of $10 billion, at current commodity prices, through our return of capital framework.

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.

In conjunction with the announcement of our acquisition of Marathon Oil, we communicated a disposition target of approximately $2 billion of assets across the portfolio.

We recently entered into agreements to sell noncore assets within our Lower 48 segments that are expected to close in the first half of 2025 for approximately $600 million, subject to customary closing adjustments.

*[See Note](#i2863337a9abb479db2c9285000c6c974_286) 3*.

In the fourth quarter of 2024, we completed strategic debt transactions, which simplified our capital structure, extended the debt portfolio's weighted average maturity, lowered its weighted average coupon and reduced near-term maturities.

*[See Note](#i2863337a9abb479db2c9285000c6c974_286) 3 and [Note](#i2863337a9abb479db2c9285000c6c974_310) 8[.](#i2863337a9abb479db2c9285000c6c974_310)*

Our Lower 48 segment achieved record production of 1,152 MBOED in 2024.

Our international projects reached several key operational milestones; including first production ahead of schedule at Eldfisk North in Norway, Nuna in Alaska and Bohai Bay in China; and we celebrated the one thousandth cargo lift at both APLNG and Bohai Bay in China.

In 2024, we initiated and completed strategic debt transactions to extend the weighted average maturity of our portfolio and reduce near-term debt maturities.

| 35 | | | ConocoPhillips 2024 10-K | | |

By allocating to our low cost of supply resource base, we are allocating to high return assets and driving resiliency to low prices.

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.

| ConocoPhillips 2024 10-K | | | 36 | | |


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.

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.

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.

Our worldwide annual average realized price decreased six percent from $58.39 per BOE in 2023 to $54.83 per BOE in 2024 primarily due to lower crude and natural gas prices.

| 37 | | | ConocoPhillips 2024 10-K | | |

The [added: Chief Financial Officer and] Executive Vice [removed: President] [added: President, Strategy] and [removed: Chief Financial Officer,] [added: Commercial,] who reports to the Chief Executive Officer, monitors commodity price risk and risks resulting from foreign currency exchange rates and interest rates.

We use a VaR model to estimate the loss in fair value that could potentially result on a single day from the effect of adverse changes in market conditions on the derivative financial instruments and derivative commodity contracts we hold or issue, including commodity purchases and sales contracts recorded on the balance sheet at December 31, [removed: 2024.][added: 2025.]

Using Monte Carlo simulation, a 95 percent confidence level and a one-day holding period, the VaR for those instruments issued or held for trading purposes or held for purposes other than trading at December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] was immaterial to our consolidated cash flows and net income.

| | | | [Table of [removed: Contents](#i2863337a9abb479db2c9285000c6c974_7)] [added: Contents](#i115e4104d83e485db7f87375a6d4dcdb_7)] | | |

| [removed: Year-End 2024] [added: Year-End 2024] | | | | | | | | | | | | | | | | | | | | |

| 2025 | | | | | | [removed: $] [added: $] | [removed: 735] [added: 735] | | [removed: 3.87] [added: 3.87] | | [removed: %] [added: %] | | | | [removed: $] [added: $] | [removed: —] [added: —] | | [removed: —] [added: —] | | [removed: %] [added: %] |

| 2026 | | | | | | [removed: 704] [added: $] | [added: 704] | | 3.40 | | [added: %] | | | | [removed: —] [added: $] | [added: —] | | — | | [added: %] |

| 2027 | | | | | | [removed: 778] [added: 778] | | | [removed: 4.82] [added: 4.82] | | | | | | [removed: —] [added: —] | | | [removed: —] [added: —] | | |

| 2029 | | | | | | [removed: 997] [added: 997] | | | [removed: 6.78] [added: 6.78] | | | | | | [removed: —] [added: —] | | | [removed: —] [added: —] | | |

| Remaining years | | | | | | [removed: 19,924] [added: 19,924] | | | [removed: 5.23] [added: 5.23] | | | | | | [removed: 283] [added: 283] | | | [removed: 2.97] [added: 2.97] | | [removed: %] [added: %] |

| Total | | | | | | [removed: $] [added: $] | [removed: 23,802] [added: 23,802] | | | | | | | | [removed: $] [added: $] | [removed: 283] [added: 283] | | | | |

| Fair value | | | | | | [removed: $] [added: $] | [removed: 22,714] [added: 22,714] | | | | | | | | [removed: $] [added: $] | [removed: 283] [added: 283] | | | | |

| [removed: Year-End 2023] [added: Year-End 2025] | | | | | | | | | | | | | | | | | | | | |

| Total | | | | | | [removed: $] [added: $] | [removed: 18,130] [added: 23,064] | | | | | | | | [removed: $] [added: $] | [removed: 283] [added: 283] | | | | |

| Fair value | | | | | | [removed: $] [added: $] | [removed: 18,338] [added: 22,415] | | | | | | | | [removed: $] [added: $] | [removed: 283] [added: 283] | | | | |

At December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] we had outstanding foreign currency exchange forward contracts hedging cross-border commercial activity and for purposes of mitigating our cash-related exposures.

Since the gain or loss on the exchange contracts is offset by the gain or loss from remeasuring cash related balances, and since our aggregate position in the forwards was not material, there would be no material impact to our income from an adverse hypothetical 10 percent change in the December [removed: 2024] [added: 2025] or December [removed: 2023] [added: 2024] exchange rates.

The gross notional and fair value of these positions at December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] were [removed: as follows:][added: immaterial.]

| ConocoPhillips 2025 10-K | | | 64 | | |

| 2027 | | | | | | 777 | | | 4.82 | | | | | | — | | | — | | |

| 2029 | | | | | | 995 | | | 6.78 | | | | | | — | | | — | | |

| 2030 | | | | | | 1,601 | | | 5.17 | | | | | | — | | | — | | |

| Remaining years | | | | | | 18,323 | | | 5.24 | | | | | | 283 | | | 2.40 | | % |

| 2026 | | | | | | 704 | | | 3.40 | | | | | | — | | | — | | |

| 2028 | | | | | | 664 | | | 3.78 | | | | | | — | | | — | | |

| 65 | | | ConocoPhillips 2025 10-K | | |

| | | | [Table of Contents](#i115e4104d83e485db7f87375a6d4dcdb_7) | | |

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| 67 | | | ConocoPhillips 2024 10-K | | |

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| 2024 | | | | | | $ | 759 | | 2.70 | | % | | | | $ | — | | — | | % |

| 2025 | | | | | | 735 | | | 3.87 | | | | | | — | | | — | | |

| 2026 | | | | | | 104 | | | 6.41 | | | | | | — | | | — | | |

| 2027 | | | | | | 438 | | | 5.79 | | | | | | — | | | — | | |

| 2028 | | | | | | 265 | | | 4.50 | | | | | | — | | | — | | |

| Remaining years | | | | | | 15,829 | | | 5.45 | | | | | | 283 | | | 4.06 | | % |

| ConocoPhillips 2024 10-K | | | 68 | | |

| Foreign Currency Exchange Derivatives | | | In Millions | | | | | | | | | | | | | | | | | |

| | | | | | | Notional | | | | | | | | | Fair Value* | | | | | |

| | | | | | | 2024 | | | 2023 | | | | | | 2024 | | | 2023 | | |

| Buy Canadian dollar, sell U.S. dollar | | | CAD | | | 10 | | | 5 | | | | | | — | | | — | | |

| Sell British pound, buy Euro | | | GBP | | | 13 | | | 52 | | | | | | — | | | (2) | | |

| Buy British pound, sell Euro | | | GBP | | | 17 | | | 58 | | | | | | — | | | — | | |

Denominated in USD.*

| 69 | | | ConocoPhillips 2024 10-K | | |

Applying this threshold, there are no such proceedings to disclose for the year ended December 31, [removed: 2024.][added: 2025.]

[removed: *[See](#i2863337a9abb479db2c9285000c6c974_316)* *[Note](#i2863337a9abb479db2c9285000c6c974_316) 10*] [added: *[See](#i115e4104d83e485db7f87375a6d4dcdb_334)* *[Note](#i115e4104d83e485db7f87375a6d4dcdb_334) 9*] for information regarding other legal and administrative proceedings.

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| 27 | | | ConocoPhillips 2025 10-K | | |

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| | | | [Table of Contents](#i115e4104d83e485db7f87375a6d4dcdb_7) | | |

For the fiscal year ended December 31, [removed: 2024][added: 2025]

[removed: ][added: ]

The aggregate market value of common stock held by non-affiliates of the registrant on June 30, [removed: 2024,] [added: 2025,] the last business day of the registrant’s most recently completed second fiscal quarter, based on the closing price on that date of [removed: $103.61,] [added: $89.74,] was [removed: $132.7] [added: $112.0] billion.

The registrant had [removed: 1,272,380,205] [added: 1,222,339,152] shares of common stock outstanding at January 31, [removed: 2025.][added: 2026.]

Portions of the Proxy Statement for the Annual Meeting of Stockholders to be held on May [removed: 13, 2025] [added: 12, 2026] (Part III)

| Commonly Used Abbreviations | | | | | | [removed: [1](#i2863337a9abb479db2c9285000c6c974_10)] [added: [1](#i115e4104d83e485db7f87375a6d4dcdb_10)] | | |

| [1 and [removed: 2.](#i2863337a9abb479db2c9285000c6c974_16)] [added: 2.](#i115e4104d83e485db7f87375a6d4dcdb_16)] | | | [Business and [removed: Properties](#i2863337a9abb479db2c9285000c6c974_16)] [added: Properties](#i115e4104d83e485db7f87375a6d4dcdb_16)] | | | [removed: [2](#i2863337a9abb479db2c9285000c6c974_16)] [added: [2](#i115e4104d83e485db7f87375a6d4dcdb_16)] | | |

| | | | [Corporate [removed: Structure](#i2863337a9abb479db2c9285000c6c974_19)] [added: Structure](#i115e4104d83e485db7f87375a6d4dcdb_19)] | | | [removed: [2](#i2863337a9abb479db2c9285000c6c974_19)] [added: [2](#i115e4104d83e485db7f87375a6d4dcdb_19)] | | |

| | | | [Segment and Geographic [removed: Information](#i2863337a9abb479db2c9285000c6c974_43)] [added: Information](#i115e4104d83e485db7f87375a6d4dcdb_22)] | | | [removed: [2](#i2863337a9abb479db2c9285000c6c974_43)] [added: [2](#i115e4104d83e485db7f87375a6d4dcdb_22)] | | |

| | | | [Europe, Middle East and North [removed: Africa](#i2863337a9abb479db2c9285000c6c974_58)] [added: Africa](#i115e4104d83e485db7f87375a6d4dcdb_40)] | | | [removed: [8](#i2863337a9abb479db2c9285000c6c974_58)] [added: [8](#i115e4104d83e485db7f87375a6d4dcdb_40)] | | |

| | | | [Asia [removed: Pacific](#i2863337a9abb479db2c9285000c6c974_61)] [added: Pacific](#i115e4104d83e485db7f87375a6d4dcdb_46)] | | | [removed: [11](#i2863337a9abb479db2c9285000c6c974_61)] [added: [11](#i115e4104d83e485db7f87375a6d4dcdb_46)] | | |

| | | | [Human Capital [removed: Management](#i2863337a9abb479db2c9285000c6c974_76)] [added: Management](#i115e4104d83e485db7f87375a6d4dcdb_64)] | | | [removed: [16](#i2863337a9abb479db2c9285000c6c974_76)] [added: [16](#i115e4104d83e485db7f87375a6d4dcdb_64)] | | |

| [removed: [1A.](#i2863337a9abb479db2c9285000c6c974_88)] [added: [1A.](#i115e4104d83e485db7f87375a6d4dcdb_76)] | | | [Risk [removed: Factors](#i2863337a9abb479db2c9285000c6c974_88)] [added: Factors](#i115e4104d83e485db7f87375a6d4dcdb_76)] | | | [removed: [19](#i2863337a9abb479db2c9285000c6c974_88)] [added: [18](#i115e4104d83e485db7f87375a6d4dcdb_76)] | | |

| [removed: [1B.](#i2863337a9abb479db2c9285000c6c974_91)] [added: [1B.](#i115e4104d83e485db7f87375a6d4dcdb_79)] | | | [Unresolved Staff [removed: Comments](#i2863337a9abb479db2c9285000c6c974_91)] [added: Comments](#i115e4104d83e485db7f87375a6d4dcdb_79)] | | | [removed: [28](#i2863337a9abb479db2c9285000c6c974_91)] [added: [26](#i115e4104d83e485db7f87375a6d4dcdb_79)] | | |

| [removed: [3.](#i2863337a9abb479db2c9285000c6c974_97)] [added: [3.](#i115e4104d83e485db7f87375a6d4dcdb_85)] | | | [Legal [removed: Proceedings](#i2863337a9abb479db2c9285000c6c974_97)] [added: Proceedings](#i115e4104d83e485db7f87375a6d4dcdb_85)] | | | [removed: [30](#i2863337a9abb479db2c9285000c6c974_97)] [added: [27](#i115e4104d83e485db7f87375a6d4dcdb_85)] | | |

| [removed: [4.](#i2863337a9abb479db2c9285000c6c974_100)] [added: [4.](#i115e4104d83e485db7f87375a6d4dcdb_88)] | | | [Mine Safety [removed: Disclosures](#i2863337a9abb479db2c9285000c6c974_100)] [added: Disclosures](#i115e4104d83e485db7f87375a6d4dcdb_88)] | | | [removed: [30](#i2863337a9abb479db2c9285000c6c974_100)] [added: [28](#i115e4104d83e485db7f87375a6d4dcdb_88)] | | |

| | | | [Information About our Executive [removed: Officers](#i2863337a9abb479db2c9285000c6c974_103)] [added: Officers](#i115e4104d83e485db7f87375a6d4dcdb_91)] | | | [removed: [30](#i2863337a9abb479db2c9285000c6c974_103)] [added: [28](#i115e4104d83e485db7f87375a6d4dcdb_3298534885925)] | | |

| [removed: [5.](#i2863337a9abb479db2c9285000c6c974_109)] [added: [5.](#i115e4104d83e485db7f87375a6d4dcdb_97)] | | | [Market for Registrant’s Common Equity, Related Stockholder Matters [removed: and](#i2863337a9abb479db2c9285000c6c974_109)] [added: and](#i115e4104d83e485db7f87375a6d4dcdb_97)] [Issuer Purchases of Equity [removed: Securities](#i2863337a9abb479db2c9285000c6c974_109)] [added: Securities](#i115e4104d83e485db7f87375a6d4dcdb_97)] | | | [removed: [32](#i2863337a9abb479db2c9285000c6c974_109)] [added: [29](#i115e4104d83e485db7f87375a6d4dcdb_97)] | | |

| [removed: [7.](#i2863337a9abb479db2c9285000c6c974_118)] [added: [7.](#i115e4104d83e485db7f87375a6d4dcdb_106)] | | | [Management’s Discussion and Analysis of Financial Condition [removed: and](#i2863337a9abb479db2c9285000c6c974_118)] [added: and](#i115e4104d83e485db7f87375a6d4dcdb_106)] [Results of [removed: Operations](#i2863337a9abb479db2c9285000c6c974_118)] [added: Operations](#i115e4104d83e485db7f87375a6d4dcdb_106)] | | | [removed: [34](#i2863337a9abb479db2c9285000c6c974_118)] [added: [31](#i115e4104d83e485db7f87375a6d4dcdb_106)] | | |

| [removed: [7A.](#i2863337a9abb479db2c9285000c6c974_247)] [added: [7A.](#i115e4104d83e485db7f87375a6d4dcdb_250)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i2863337a9abb479db2c9285000c6c974_247)] [added: Risk](#i115e4104d83e485db7f87375a6d4dcdb_250)] | | | [removed: [67](#i2863337a9abb479db2c9285000c6c974_247)] [added: [64](#i115e4104d83e485db7f87375a6d4dcdb_250)] | | |

| [removed: [8.](#i2863337a9abb479db2c9285000c6c974_250)] [added: [8.](#i115e4104d83e485db7f87375a6d4dcdb_253)] | | | [Financial Statements and Supplementary [removed: Data](#i2863337a9abb479db2c9285000c6c974_250)] [added: Data](#i115e4104d83e485db7f87375a6d4dcdb_253)] | | | [removed: [70](#i2863337a9abb479db2c9285000c6c974_250)] [added: [66](#i115e4104d83e485db7f87375a6d4dcdb_253)] | | |

| [removed: [9.](#i2863337a9abb479db2c9285000c6c974_439)] [added: [9.](#i115e4104d83e485db7f87375a6d4dcdb_493)] | | | [Changes in and Disagreements with Accountants on Accounting [removed: and](#i2863337a9abb479db2c9285000c6c974_439)] [added: and](#i115e4104d83e485db7f87375a6d4dcdb_493)] [Financial [removed: Disclosure](#i2863337a9abb479db2c9285000c6c974_439)] [added: Disclosure](#i115e4104d83e485db7f87375a6d4dcdb_493)] | | | [removed: [158](#i2863337a9abb479db2c9285000c6c974_439)] [added: [151](#i115e4104d83e485db7f87375a6d4dcdb_493)] | | |

| [removed: [9A.](#i2863337a9abb479db2c9285000c6c974_442)] [added: [9A.](#i115e4104d83e485db7f87375a6d4dcdb_496)] | | | [Controls and [removed: Procedures](#i2863337a9abb479db2c9285000c6c974_442)] [added: Procedures](#i115e4104d83e485db7f87375a6d4dcdb_496)] | | | [removed: [158](#i2863337a9abb479db2c9285000c6c974_442)] [added: [151](#i115e4104d83e485db7f87375a6d4dcdb_496)] | | |

| [removed: [9C.](#i2863337a9abb479db2c9285000c6c974_448)] [added: [9C.](#i115e4104d83e485db7f87375a6d4dcdb_502)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i2863337a9abb479db2c9285000c6c974_448)] [added: Inspections](#i115e4104d83e485db7f87375a6d4dcdb_502)] | | | [removed: [158](#i2863337a9abb479db2c9285000c6c974_448)] [added: [151](#i115e4104d83e485db7f87375a6d4dcdb_502)] | | |

| [removed: [10.](#i2863337a9abb479db2c9285000c6c974_454)] [added: [10.](#i115e4104d83e485db7f87375a6d4dcdb_508)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#i2863337a9abb479db2c9285000c6c974_454)] [added: Governance](#i115e4104d83e485db7f87375a6d4dcdb_508)] | | | [removed: [159](#i2863337a9abb479db2c9285000c6c974_454)] [added: [152](#i115e4104d83e485db7f87375a6d4dcdb_508)] | | |

| [removed: [12.](#i2863337a9abb479db2c9285000c6c974_460)] [added: [12.](#i115e4104d83e485db7f87375a6d4dcdb_514)] | | | [Security Ownership of Certain Beneficial Owners and Management [removed: and](#i2863337a9abb479db2c9285000c6c974_460)] [added: and](#i115e4104d83e485db7f87375a6d4dcdb_514)] [Related Stockholder [removed: Matters](#i2863337a9abb479db2c9285000c6c974_460)] [added: Matters](#i115e4104d83e485db7f87375a6d4dcdb_514)] | | | [removed: [159](#i2863337a9abb479db2c9285000c6c974_460)] [added: [152](#i115e4104d83e485db7f87375a6d4dcdb_514)] | | |

| [removed: [13.](#i2863337a9abb479db2c9285000c6c974_463)] [added: [13.](#i115e4104d83e485db7f87375a6d4dcdb_517)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i2863337a9abb479db2c9285000c6c974_463)] [added: Independence](#i115e4104d83e485db7f87375a6d4dcdb_517)] | | | [removed: [159](#i2863337a9abb479db2c9285000c6c974_463)] [added: [152](#i115e4104d83e485db7f87375a6d4dcdb_517)] | | |

| [removed: [14.](#i2863337a9abb479db2c9285000c6c974_466)] [added: [14.](#i115e4104d83e485db7f87375a6d4dcdb_520)] | | | [Principal Accounting Fees and [removed: Services](#i2863337a9abb479db2c9285000c6c974_466)] [added: Services](#i115e4104d83e485db7f87375a6d4dcdb_520)] | | | [removed: [159](#i2863337a9abb479db2c9285000c6c974_466)] [added: [152](#i115e4104d83e485db7f87375a6d4dcdb_520)] | | |

| [removed: [15.](#i2863337a9abb479db2c9285000c6c974_472)] [added: [15.](#i115e4104d83e485db7f87375a6d4dcdb_526)] | | | [Exhibits, Financial Statement [removed: Schedules](#i2863337a9abb479db2c9285000c6c974_472)] [added: Schedules](#i115e4104d83e485db7f87375a6d4dcdb_526)] | | | [removed: [160](#i2863337a9abb479db2c9285000c6c974_472)] [added: [153](#i115e4104d83e485db7f87375a6d4dcdb_526)] | | |

| Commonly Used Abbreviations | | | [Table of [removed: Contents](#i2863337a9abb479db2c9285000c6c974_7)] [added: Contents](#i115e4104d83e485db7f87375a6d4dcdb_7)] | | |

| [added: Units of Measurement] | | | | | | FASB | | | Financial Accounting Standards | | |

| BCF | | | billion cubic feet | | | [removed: G&A] [added: FIFO] | | | [removed: general and administrative] [added: first-in, first-out] | | |

| [removed: BOE] [added: MBD] | | | [removed: barrels] [added: thousands] of [removed: oil equivalent] [added: barrels per day] | | | GAAP | | | generally accepted accounting | | |

| MCF | | | thousand cubic feet | | | [removed: LIFO] | | | [removed: last-in, first-out] [added: principles] | | |

| [removed: MM] [added: MMBOE] | | | million [added: barrels of oil equivalent] | | | NPNS | | | normal purchase normal sale | | |

| [removed: MMBOE] [added: MBOED] | | | [removed: million] [added: thousand] barrels of oil equivalent | | | PP&E | | | properties, plants and equipment | | |

| | | | per day | | | [added: Miscellaneous] | | | | | |

| MMBOED | | | million barrels of oil equivalent | | | [removed: Miscellaneous] | | | | | |

| MMBTU | | | million British thermal units | | | [added: CERCLA] | | | [removed: Environmental Response] [added: Federal Comprehensive] | | |

| MMCFD | | | million cubic feet per day | | | | | | [removed: Compensation and Liability Act] [added: Environmental Response] | | |

2025

| | | | [Part I](#i115e4104d83e485db7f87375a6d4dcdb_13) | | | | | |

| | | | [Alaska](#i115e4104d83e485db7f87375a6d4dcdb_25) | | | [4](#i115e4104d83e485db7f87375a6d4dcdb_25) | | |

| | | | [Lower 48](#i115e4104d83e485db7f87375a6d4dcdb_34) | | | [6](#i115e4104d83e485db7f87375a6d4dcdb_34) | | |

| | | | [Canada](#i115e4104d83e485db7f87375a6d4dcdb_37) | | | [7](#i115e4104d83e485db7f87375a6d4dcdb_37) | | |

| | | | [Delivery Commitments](#i244d3407f8e54821b0c2aa77ae79b5c8_6908) | | | [15](#i244d3407f8e54821b0c2aa77ae79b5c8_6908) | | |

| | | | [Competition](#i115e4104d83e485db7f87375a6d4dcdb_61) | | | [15](#i115e4104d83e485db7f87375a6d4dcdb_61) | | |

| | | | [General](#i115e4104d83e485db7f87375a6d4dcdb_70) | | | [17](#i115e4104d83e485db7f87375a6d4dcdb_70) | | |

| 1C. | | | [Cybersecurity](#i115e4104d83e485db7f87375a6d4dcdb_82) | | | [26](#i115e4104d83e485db7f87375a6d4dcdb_82) | | |

| | | | [Part II](#i115e4104d83e485db7f87375a6d4dcdb_94) | | | | | |

| [6.](#i115e4104d83e485db7f87375a6d4dcdb_103) | | | [\[Reserved\]](#i115e4104d83e485db7f87375a6d4dcdb_103) | | | | | |

| [9B.](#i115e4104d83e485db7f87375a6d4dcdb_499) | | | [Other Information](#i115e4104d83e485db7f87375a6d4dcdb_499) | | | [151](#i115e4104d83e485db7f87375a6d4dcdb_499) | | |

| | | | [Part III](#i115e4104d83e485db7f87375a6d4dcdb_505) | | | | | |

| [11.](#i115e4104d83e485db7f87375a6d4dcdb_511) | | | [Executive Compensation](#i115e4104d83e485db7f87375a6d4dcdb_511) | | | [152](#i115e4104d83e485db7f87375a6d4dcdb_511) | | |

| | | | [Part IV](#i115e4104d83e485db7f87375a6d4dcdb_523) | | | | | |

| | | | | | | | | |

| | | | [Signatures](#i115e4104d83e485db7f87375a6d4dcdb_535) | | | [158](#i115e4104d83e485db7f87375a6d4dcdb_535) | | |

| | | | | | | EPS | | | earnings per share | | |

| BBL | | | barrel | | | | | | Board | | |

| BOE | | | barrels of oil equivalent | | | G&A | | | general and administrative | | |

| MM | | | million | | | LIFO | | | last-in, first-out | | |

| | | | per day | | | VIE | | | variable interest entity | | |

| MTPA | | | million tonnes per annum | | | | | | Compensation and Liability Act | | |

| CBM | | | coalbed methane | | | FERC | | | Federal Energy Regulatory | | |

| E&P | | | exploration and production | | | | | | Commission | | |

| FPS | | | floating production system | | | ICC | | | International Chamber of Commerce | | |

| | | | offloading | | | | | | Centre for Settlement of | | |

| G&G | | | geological and geophysical | | | | | | Investment Disputes | | |

| LNG | | | liquefied natural gas | | | OTC | | | over-the-counter | | |

| | | | Exporting Countries | | | | | | Commission | | |

| PSC | | | production sharing contract | | | TSR | | | total shareholder return | | |

| PUDs | | | proved undeveloped reserves | | | U.K. | | | United Kingdom | | |

| 1 | | | ConocoPhillips 2025 10-K | | |


| ConocoPhillips 2025 10-K | | | 2 | | |

| Business and Properties | | | [Table of Contents](#i115e4104d83e485db7f87375a6d4dcdb_7) | | |

| | | | | | | | | | | | |

| | | | | | | | | | | | |

| 3 | | | ConocoPhillips 2025 10-K | | |

| Business and Properties | | | [Table of Contents](#i115e4104d83e485db7f87375a6d4dcdb_7) | | |

2024

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| | | | [Part I](#i2863337a9abb479db2c9285000c6c974_13) | | | | | |

| | | | [Alaska](#i2863337a9abb479db2c9285000c6c974_46) | | | [4](#i2863337a9abb479db2c9285000c6c974_46) | | |

| | | | [Lower 48](#i2863337a9abb479db2c9285000c6c974_549755816335) | | | [6](#i2863337a9abb479db2c9285000c6c974_549755816335) | | |

| | | | [Canada](#i2863337a9abb479db2c9285000c6c974_55) | | | [7](#i2863337a9abb479db2c9285000c6c974_55) | | |

| | | | [Other International](#i2863337a9abb479db2c9285000c6c974_67) | | | [13](#i2863337a9abb479db2c9285000c6c974_67) | | |

| | | | [Other](#ib8fb25de390f48cfac33ee75a9b7d4f5_8399) | | | [14](#ib8fb25de390f48cfac33ee75a9b7d4f5_8399) | | |

| | | | [Delivery Commitments](#ib8fb25de390f48cfac33ee75a9b7d4f5_8400) | | | [15](#ib8fb25de390f48cfac33ee75a9b7d4f5_8400) | | |

| | | | [Competition](#i2863337a9abb479db2c9285000c6c974_73) | | | [15](#i2863337a9abb479db2c9285000c6c974_73) | | |

| | | | [General](#i2863337a9abb479db2c9285000c6c974_82) | | | [18](#i2863337a9abb479db2c9285000c6c974_82) | | |

| 1C. | | | [Cyber](#i2863337a9abb479db2c9285000c6c974_94)[s](#i2863337a9abb479db2c9285000c6c974_94)[ecurity](#i2863337a9abb479db2c9285000c6c974_94) | | | [28](#i2863337a9abb479db2c9285000c6c974_94) | | |

| | | | [Part II](#i2863337a9abb479db2c9285000c6c974_106) | | | | | |

| [6.](#i2863337a9abb479db2c9285000c6c974_115) | | | [\[Reserved\]](#i2863337a9abb479db2c9285000c6c974_115) | | | | | |

| [9B.](#i2863337a9abb479db2c9285000c6c974_445) | | | [Other Information](#i2863337a9abb479db2c9285000c6c974_445) | | | [158](#i2863337a9abb479db2c9285000c6c974_445) | | |

| | | | [Part III](#i2863337a9abb479db2c9285000c6c974_451) | | | | | |

| [11.](#i2863337a9abb479db2c9285000c6c974_457) | | | [Executive Compensation](#i2863337a9abb479db2c9285000c6c974_457) | | | [159](#i2863337a9abb479db2c9285000c6c974_457) | | |

| | | | [Part IV](#i2863337a9abb479db2c9285000c6c974_469) | | | | | |

| | | | [Signatures](#i2863337a9abb479db2c9285000c6c974_481) | | | [165](#i2863337a9abb479db2c9285000c6c974_481) | | |

| Units of Measurement | | | | | | | | | Board | | |

| BBL | | | barrel | | | FIFO | | | first-in, first-out | | |

| MBD | | | thousands of barrels per day | | | | | | principles | | |

| MBOED | | | thousand barrels of oil equivalent | | | VIE | | | variable interest entity | | |

| | | | per day | | | CERCLA | | | Federal Comprehensive | | |

| Industry | | | | | | EU | | | European Union | | |

| CBM | | | coalbed methane | | | | | | Commission | | |

| CCS | | | carbon capture and storage | | | GHG | | | greenhouse gas | | |

| FID | | | final investment decision | | | ICSID | | | World Bank’s International | | |

| FPS | | | floating production system | | | | | | Centre for Settlement of | | |

| G&G | | | geological and geophysical | | | OTC | | | over-the-counter | | |

| JOA | | | joint operating agreement | | | NYSE | | | New York Stock Exchange | | |

| OPEC | | | Organization of Petroleum | | | TSR | | | total shareholder return | | |

| | | | Exporting Countries | | | U.K. | | | United Kingdom | | |

| PSC | | | production sharing contract | | | U.S. | | | United States of America | | |

| PUDs | | | proved undeveloped reserves | | | VROC | | | variable return of cash | | |

| 1 | | | ConocoPhillips 2024 10-K | | |

On November 22, 2024, we completed our acquisition of Marathon Oil Corporation (Marathon Oil), an independent oil and gas exploration and production company with operations in multiple basins in the Lower 48, as well as Equatorial Guinea internationally.

For additional information related to this transaction, *[see Note](#i2863337a9abb479db2c9285000c6c974_286) 3[.](#i2863337a9abb479db2c9285000c6c974_286)*

| ConocoPhillips 2024 10-K | | | 2 | | |

| | | | [Table of [removed: Contents](#i2863337a9abb479db2c9285000c6c974_7)] [added: Contents](#i115e4104d83e485db7f87375a6d4dcdb_7)] | | |

Risk [removed: Factors—](#i1da1efd0c19e46668971e484a674cb92_40721)[Our] [added: Factors—](#i17c078f3f98f46c990a99ea75580cf25_46096)[Our] technologies, systems and networks are subject to cybersecurity [removed: threats](#i1da1efd0c19e46668971e484a674cb92_40721)*] [added: threats](#i17c078f3f98f46c990a99ea75580cf25_46096)*] for more information on our risks relating to our technologies, systems, and networks.

The CISO has over 20 years of experience in security, of which [removed: 15] [added: 18] years is specific to cybersecurity and has served as a CISO since 2013, having joined ConocoPhillips as CISO in 2022.

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 [removed: 28] [added: 29] years.

The CD&IO reports to the Executive Vice [removed: President] [added: President, Global Operations] and [removed: Chief Financial Officer.][added: Technical Functions.]

| ConocoPhillips 2025 10-K | | | 26 | | |

*[See](#i17c078f3f98f46c990a99ea75580cf25_46096)* *[I](#i17c078f3f98f46c990a99ea75580cf25_46096)[tem 1A.

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| ConocoPhillips 2024 10-K | | | 28 | | |

*[See item 1A.

| 29 | | | ConocoPhillips 2024 10-K | | |

| [removed: Heather] [added: Heather] G. [removed: Hrap] [added: Hrap] | | | [removed: Senior] [added: 53 | | | Senior] Vice President, Human Resources and Real Estate and Facilities [removed: Services | | | 52] [added: Services (since March 2022) Vice President, Human Resources (January 2019 to February 2022)] | | |

| [removed: Ryan] [added: Ryan] M. [removed: Lance] [added: Lance] | | | [removed: Chairman] [added: 63 | | | Chairman] of the Board of Directors and Chief Executive [removed: Officer | | | 62] [added: Officer (since May 2012)] | | |

| [removed: Andrew] [added: Andrew] D. [removed: Lundquist] [added: Lundquist] | | | [removed: Senior Vice President, Government Affairs] [added: 65] | | | [removed: 64] [added: Senior Vice President, Government Affairs (since February 2013)] | | |

| [removed: Kelly] [added: Kelly] B. [removed: Rose] [added: Rose] | | | [removed: Senior] [added: 59 | | | Senior] Vice President, Legal, General Counsel and Corporate [removed: Secretary | | | 58] [added: Secretary (since September 2018)] | | |

The date of the next annual meeting is May [removed: 13, 2025.][added: 12, 2026.]

| | | | [Table of [removed: Contents](#i2863337a9abb479db2c9285000c6c974_7)] [added: Contents](#i115e4104d83e485db7f87375a6d4dcdb_7)] | | |

| Name | | | Age* | | | Current and Prior Positions (up to five years) | | |

| | | | | | | | | |

| Kontessa S. Haynes-Welsh | | | 51 | | | Vice President, Finance and Controller (since March 2025) Vice President and Treasurer (November 2022 to February 2025) Chief Accounting Officer (March 2021 to October 2022) Assistant Controller (January 2020 to February 2021) Manager, Strategy, Planning and Portfolio Management (June 2018 to January 2020) | | |

| Kirk L. Johnson | | | 50 | | | Executive Vice President, Global Operations and Technical Functions (since June 2025) Senior Vice President, Global Operations (March 2024 to May 2025) Senior Vice President, Lower 48 Assets and Operations (May 2022 to February 2024) Vice President, Corporate Planning and Development (June 2021 to April 2022) President Canada (June 2018 to May 2021) | | |

| Andrew M. O'Brien | | | 51 | | | Chief Financial Officer and Executive Vice President, Strategy & Commercial (since June 2025) Senior Vice President, Strategy, Commercial, Sustainability and Technology (March 2024 to May 2025) Senior Vice President, Global Operations (November 2022 to February 2024) Vice President and Treasurer (May 2021 to October 2022) Vice President, Corporate Planning and Development (August 2020 to May 2021) | | |

| Nicholas G. Olds | | | 56 | | | Executive Vice President, Lower 48 and Global HSE (since January 2026) Executive Vice President, Lower 48 (November 2022 to December 2025) Executive Vice President, Global Operations (September 2021 to October 2022) Senior Vice President, Global Operations (August 2020 to September 2021) Vice President, Corporate Planning and Development (June 2018 to August 2020) | | |

On February 17, 2026.*

| ConocoPhillips 2025 10-K | | | 28 | | |

| Name | | | Position Held | | | Age* | | |

| William L. Bullock, Jr. | | | Executive Vice President and Chief Financial Officer | | | 60 | | |

| Christopher P. Delk | | | Vice President, Controller and General Tax Counsel | | | 55 | | |

| Kirk L. Johnson | | | Senior Vice President, Global Operations | | | 49 | | |

| Andrew M. O'Brien | | | Senior Vice President, Strategy, Commercial, Sustainability and Technology | | | 50 | | |

| Nicholas G. Olds | | | Executive Vice President, Lower 48 | | | 55 | | |

_____________________

On February 18, 2025.*

Set forth below is information about the executive officers.

William L.

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.

Christopher P.

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.

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| ConocoPhillips 2024 10-K | | | 30 | | |

Heather G.

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.

Kirk L.

Johnson was appointed Senior Vice President, Global Operations in 2024, having previously served as Senior Vice President, Lower 48 Assets and Operations since May 2022.

Prior to that he served as Vice President, Corporate Planning and Development since June 2021, President Canada from June 2018 to May 2021 and Manager, Strategy, Planning and Portfolio Management from July 2017 to June 2018.

Ryan M.

Lance was appointed Chairman of the Board of Directors and Chief Executive Officer in May 2012, having previously served as Senior Vice President, Exploration and Production—International since May 2009.

Andrew D.

Lundquist was appointed Senior Vice President, Government Affairs in February 2013.

Prior to that, he served as managing partner of BlueWater Strategies LLC, since 2002.

Andrew M.

O'Brien was appointed Senior Vice President, Strategy, Commercial, Sustainability and Technology in 2024, having previously served as Senior Vice President, Global Operations since November 2022.

Prior to that, he served as Vice President and Treasurer since May 2021, Vice President of Corporate Planning and Development from August 2020 to May 2021, Lower 48 Finance Manager from August 2018 to August 2020, and Manager of Investor Relations from November 2016 to August 2018.

Nicholas G.

Olds was appointed Executive Vice President, Lower 48 in November 2022, having previously served as Executive Vice President, Global Operations since September 2021.

Prior to that, he served as Senior Vice President, Global Operations from August 2020 to September 2021, Vice President, Corporate Planning & Development from June 2018 to August 2020, Vice President, Mid-Continent Business Unit, Lower 48 from September 2016 to June 2018, and Vice President, North Slope Operations and Development in Alaska from August 2012 to September 2016.

Kelly B.

Rose was appointed Senior Vice President, Legal, General Counsel and Corporate Secretary in September 2018.

Prior to that, she was a senior partner in the Houston office of an international law firm, Baker Botts L.L.P., where she counseled clients on corporate and securities matters.

She began her career at the firm in 1991.

| 31 | | | ConocoPhillips 2024 10-K | | |

| | | | Ordinary | | | [removed: VROC] | | | | | | Ordinary | | | VROC | | |

| First | | | $ | [removed: 0.58] [added: 0.78] | | [removed: 0.20] | | | | | | [removed: 0.51] [added: 0.58] | | | [removed: 0.60] [added: 0.20] | | |

| Second | | | [removed: 0.58] [added: 0.78] | | | [removed: 0.20] | | | | | | [removed: 0.51] [added: 0.58] | | | [removed: 0.60] [added: 0.20] | | |

| Third | | | [removed: 0.58] [added: 0.78] | | | [removed: 0.20] | | | | | | [removed: 0.51] [added: 0.58] | | | [removed: 0.60] [added: 0.20] | | |

| Fourth | | | [removed: 0.78] [added: 0.84] | | | [removed: —] | | | | | | [removed: 0.58] [added: 0.78] | | | — | | |

| Number of Stockholders of Record at January 31, [removed: 2025*] [added: 2026*] | | | | | | | | | | | | | | | [removed: 48,051] [added: 46,054] | | |

*Dividends shown above reflect the quarter in which the [removed: dividend was] [added: dividends were] declared.*

For more information on factors considered when determining the level of these distributions, *[see “Item 1A —Risk Factors – Our ability to execute our capital return program is subject to certain [removed: considerations.”](#i1da1efd0c19e46668971e484a674cb92_40724)*][added: considerations.”](#i17c078f3f98f46c990a99ea75580cf25_46095)*]

As of December 31, [removed: 2024,] [added: 2025,] we had repurchased [removed: $34.3] [added: $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 [removed: considerations.”](#i1da1efd0c19e46668971e484a674cb92_40724)*][added: considerations.”](#i17c078f3f98f46c990a99ea75580cf25_46095)*]

| | | | [Table of [removed: Contents](#i2863337a9abb479db2c9285000c6c974_7)] [added: Contents](#i115e4104d83e485db7f87375a6d4dcdb_7)] | | |

The following graph shows the cumulative TSR for ConocoPhillips’ common stock in each of the five years from December 31, [removed: 2019] [added: 2020] to December 31, [removed: 2024.][added: 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, [removed: ExxonMobil, Hess,] [added: ExxonMobil] and Occidental Petroleum weighted according to the respective peer’s stock market capitalization at the beginning of each annual period.

Due to [removed: ExxonMobil’s] [added: Chevron’s] acquisition of [removed: Pioneer completed] [added: Hess Corporation] in [removed: 2024, Pioneer’s] [added: 2025, Hess Corporation has been removed from our] performance [added: peer group and] has been excluded from all five years of the [removed: previous] peer group performance.

The comparison assumes $100 was invested on December 31, [removed: 2019,] [added: 2020,] in ConocoPhillips stock, the S&P 500 Index and ConocoPhillips’ peer group and assumes that all dividends were reinvested.

[removed: ][added: ]

| Management’s Discussion and Analysis | | | [Table of [removed: Contents](#i2863337a9abb479db2c9285000c6c974_7)] [added: Contents](#i115e4104d83e485db7f87375a6d4dcdb_7)] | | |

| | | | 2025 | | | | | | 2024 | | | | | | | | |

| 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 | | | | | |

| 29 | | | ConocoPhillips 2025 10-K | | |

| ConocoPhillips 2025 10-K | | | 30 | | |

| | | | 2024 | | | | | | | | | 2023 | | | | | |

| October 1-31, 2024 | | | 6,052,176 | | | $ | 107.40 | | 6,052,176 | | | $ | 32,028 | |

| November 1-30, 2024 | | | 5,853,754 | | | 111.04 | | | 5,853,754 | | | 31,378 | | |

| December 1-31, 2024 | | | 6,462,609 | | | 100.58 | | | 6,462,609 | | | 30,728 | | |

| | | | 18,368,539 | | | | | | 18,368,539 | | | | | |

| ConocoPhillips 2024 10-K | | | 32 | | |

In 2024, we updated our performance peer group, adding Diamondback Energy, to better align with our business and market capitalization, and removing Pioneer.

| 33 | | | ConocoPhillips 2024 10-K | | |

| [Reports of Independent Registered Public Accounting Firm (PCAOB ID [removed: #](#i2863337a9abb479db2c9285000c6c974_256)42[)](#i2863337a9abb479db2c9285000c6c974_256)] [added: #](#i115e4104d83e485db7f87375a6d4dcdb_262)42[)](#i115e4104d83e485db7f87375a6d4dcdb_262)] | | | [removed: [72](#i2863337a9abb479db2c9285000c6c974_256)] [added: [68](#i115e4104d83e485db7f87375a6d4dcdb_262)] | | |

| [Consolidated Income Statement for the years ended December [removed: 31,](#i2863337a9abb479db2c9285000c6c974_262) 2024[,](#i2863337a9abb479db2c9285000c6c974_262)] [added: 31,](#i115e4104d83e485db7f87375a6d4dcdb_268) 2025[,](#i115e4104d83e485db7f87375a6d4dcdb_268) 2024 [and](#i115e4104d83e485db7f87375a6d4dcdb_268)] 2023 [removed: [and](#i2863337a9abb479db2c9285000c6c974_262) 2022] | | | [removed: [77](#i2863337a9abb479db2c9285000c6c974_262)] [added: [71](#i115e4104d83e485db7f87375a6d4dcdb_268)] | | |

| Consolidated Statement of Comprehensive Income for the years ended [December [removed: 31,](#i2863337a9abb479db2c9285000c6c974_265) 2024[,](#i2863337a9abb479db2c9285000c6c974_265)] [added: 31,](#i115e4104d83e485db7f87375a6d4dcdb_271) 2025[,](#i115e4104d83e485db7f87375a6d4dcdb_271) 2024 [and](#i115e4104d83e485db7f87375a6d4dcdb_271)] 2023 [removed: [and](#i2863337a9abb479db2c9285000c6c974_265) 2022] | | | [removed: [78](#i2863337a9abb479db2c9285000c6c974_265)] [added: [72](#i115e4104d83e485db7f87375a6d4dcdb_1649267444020)] | | |

| [Consolidated Balance Sheet at December [removed: 31,](#i2863337a9abb479db2c9285000c6c974_268)] [added: 31,](#i115e4104d83e485db7f87375a6d4dcdb_274) 2025 [and](#i115e4104d83e485db7f87375a6d4dcdb_274)] 2024 [removed: [and](#i2863337a9abb479db2c9285000c6c974_268) 2023] | | | [removed: [79](#i2863337a9abb479db2c9285000c6c974_268)] [added: [73](#i115e4104d83e485db7f87375a6d4dcdb_274)] | | |

| [Consolidated Statement of Cash Flows for the years ended December [removed: 31,](#i2863337a9abb479db2c9285000c6c974_271) 2024[,](#i2863337a9abb479db2c9285000c6c974_271)] [added: 31,](#i115e4104d83e485db7f87375a6d4dcdb_277) 2025[,](#i115e4104d83e485db7f87375a6d4dcdb_277) 2024 [and](#i115e4104d83e485db7f87375a6d4dcdb_277)] 2023 [removed: [and](#i2863337a9abb479db2c9285000c6c974_271) 2022] | | | [removed: [80](#i2863337a9abb479db2c9285000c6c974_271)] [added: [74](#i115e4104d83e485db7f87375a6d4dcdb_277)] | | |

| Consolidated Statement of Changes in Equity for the years ended [December [removed: 31,](#i2863337a9abb479db2c9285000c6c974_274) 2024[,](#i2863337a9abb479db2c9285000c6c974_274)] [added: 31,](#i115e4104d83e485db7f87375a6d4dcdb_280) 2025[,](#i115e4104d83e485db7f87375a6d4dcdb_280) 2024 [and](#i115e4104d83e485db7f87375a6d4dcdb_280)] 2023 [removed: [and](#i2863337a9abb479db2c9285000c6c974_274) 2022] | | | [removed: [81](#i2863337a9abb479db2c9285000c6c974_274)] [added: [75](#i115e4104d83e485db7f87375a6d4dcdb_280)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i2863337a9abb479db2c9285000c6c974_277)] [added: Statements](#i115e4104d83e485db7f87375a6d4dcdb_283)] | | | | | |

| [removed: [Note](#i2863337a9abb479db2c9285000c6c974_280)] [added: [Note](#i115e4104d83e485db7f87375a6d4dcdb_286)] 1[—Accounting [removed: Policies](#i2863337a9abb479db2c9285000c6c974_280)] [added: Policies](#i115e4104d83e485db7f87375a6d4dcdb_286)] | | | [removed: [82](#i2863337a9abb479db2c9285000c6c974_280)] [added: [76](#i115e4104d83e485db7f87375a6d4dcdb_286)] | | |

| [removed: [Note](#i2863337a9abb479db2c9285000c6c974_286)] [added: [Note](#i115e4104d83e485db7f87375a6d4dcdb_295)] 3[—Acquisitions and [removed: Dispositions](#i2863337a9abb479db2c9285000c6c974_286)] [added: Dispositions](#i115e4104d83e485db7f87375a6d4dcdb_295)] | | | [removed: [86](#i2863337a9abb479db2c9285000c6c974_286)] [added: [80](#i115e4104d83e485db7f87375a6d4dcdb_295)] | | |

| [removed: [Note](#i2863337a9abb479db2c9285000c6c974_292)] [added: [Note](#i115e4104d83e485db7f87375a6d4dcdb_301)] 4[—Investments, Loans and Long-Term [removed: Receivables](#i2863337a9abb479db2c9285000c6c974_292)] [added: Receivables](#i115e4104d83e485db7f87375a6d4dcdb_301)] | | | [removed: [91](#i2863337a9abb479db2c9285000c6c974_292)] [added: [84](#i115e4104d83e485db7f87375a6d4dcdb_301)] | | |

[removed: | [Note](#i2863337a9abb479db2c9285000c6c974_301) 6[—Suspended] [added: Note 5—Suspended] Wells and Exploration [removed: Expenses](#i2863337a9abb479db2c9285000c6c974_301) | | | [93](#i2863337a9abb479db2c9285000c6c974_301) | | |][added: Expenses]

[removed: | [Note](#i2863337a9abb479db2c9285000c6c974_307) 7[—Asset] [added: Note 6—Asset] Retirement Obligations and Accrued Environmental [removed: Costs](#i2863337a9abb479db2c9285000c6c974_307) | | | [95](#i2863337a9abb479db2c9285000c6c974_307) | | |][added: Costs]

[removed: | [Note](#i2863337a9abb479db2c9285000c6c974_310) 8[—Debt](#i2863337a9abb479db2c9285000c6c974_310) | | | [96](#i2863337a9abb479db2c9285000c6c974_310) | | |][added: Note 7—Debt]

[removed: | [Note](#i2863337a9abb479db2c9285000c6c974_313) 9[—Guarantees](#i2863337a9abb479db2c9285000c6c974_313) | | | [100](#i2863337a9abb479db2c9285000c6c974_313) | | |][added: Note 8—Guarantees]

[removed: | [Note](#i2863337a9abb479db2c9285000c6c974_316) 10[—Contingencies] [added: Note 9—Contingencies] and [removed: Commitments](#i2863337a9abb479db2c9285000c6c974_316) | | | [101](#i2863337a9abb479db2c9285000c6c974_316) | | |][added: Commitments]

| [removed: [Note](#i2863337a9abb479db2c9285000c6c974_322) 11[—Derivatives] [added: [Note](#i115e4104d83e485db7f87375a6d4dcdb_340) 10[—Derivatives] and Financial [removed: Instruments](#i2863337a9abb479db2c9285000c6c974_322)] [added: Instruments](#i115e4104d83e485db7f87375a6d4dcdb_340)] | | | [removed: [104](#i2863337a9abb479db2c9285000c6c974_322)] [added: [96](#i115e4104d83e485db7f87375a6d4dcdb_340)] | | |

[removed: | [Note](#i2863337a9abb479db2c9285000c6c974_334) 12[—Fair] [added: Note 11—Fair] Value [removed: Measurement](#i2863337a9abb479db2c9285000c6c974_334) | | | [108](#i2863337a9abb479db2c9285000c6c974_334) | | |][added: Measurement]

[removed: | [Note](#i2863337a9abb479db2c9285000c6c974_340) 13[—Equity](#i2863337a9abb479db2c9285000c6c974_340) | | | [110](#i2863337a9abb479db2c9285000c6c974_340) | | |][added: Note 12—Equity]

[removed: | [Note](#i2863337a9abb479db2c9285000c6c974_343) 14[—Non-Mineral Leases](#i2863337a9abb479db2c9285000c6c974_343) | | | [111](#i2863337a9abb479db2c9285000c6c974_343) | | |][added: Note 13—Non-Mineral Leases]

[removed: | [Note](#i2863337a9abb479db2c9285000c6c974_346) 15[—Employee] [added: Note 14—Employee] Benefit [removed: Plans](#i2863337a9abb479db2c9285000c6c974_346) | | | [114](#i2863337a9abb479db2c9285000c6c974_346) | | |][added: Plans]

[removed: | [Note](#i2863337a9abb479db2c9285000c6c974_349) 16[—Income Taxes](#i2863337a9abb479db2c9285000c6c974_349) | | | [125](#i2863337a9abb479db2c9285000c6c974_349) | | |][added: Note 15—Income Taxes]

[removed: | [Note](#i2863337a9abb479db2c9285000c6c974_352) 17[—Accumulated] [added: Note 16—Accumulated] Other Comprehensive Income [removed: (Loss)](#i2863337a9abb479db2c9285000c6c974_352) | | | [128](#i2863337a9abb479db2c9285000c6c974_352) | | |][added: (Loss)]

[removed: | [Note](#i2863337a9abb479db2c9285000c6c974_355) 18[—Cash] [added: Note 17—Cash] Flow [removed: Information](#i2863337a9abb479db2c9285000c6c974_355) | | | [128](#i2863337a9abb479db2c9285000c6c974_355) | | |][added: Information]

[removed: | [Note](#i2863337a9abb479db2c9285000c6c974_358) 19[—Other] [added: Note 20—Other] Financial [removed: Information](#i2863337a9abb479db2c9285000c6c974_358) | | | [129](#i2863337a9abb479db2c9285000c6c974_358) | | |][added: Information]

[removed: | [Note](#i2863337a9abb479db2c9285000c6c974_361) 20[—Related] [added: Note 19—Related] Party [removed: Transactions](#i2863337a9abb479db2c9285000c6c974_361) | | | [130](#i2863337a9abb479db2c9285000c6c974_361) | | |][added: Transactions]

[removed: | [Note](#i2863337a9abb479db2c9285000c6c974_364) 21[—Sales] [added: Note 18—Sales] and Other Operating [removed: Revenues](#i2863337a9abb479db2c9285000c6c974_364) | | | [130](#i2863337a9abb479db2c9285000c6c974_364) | | |][added: Revenues]

[removed: | [Note](#i2863337a9abb479db2c9285000c6c974_370) 22[—Earnings] [added: Note 21—Earnings] Per [removed: Share](#i2863337a9abb479db2c9285000c6c974_370) | | | [132](#i2863337a9abb479db2c9285000c6c974_370) | | |][added: Share]

[removed: | [Note](#i2863337a9abb479db2c9285000c6c974_549755816117) 23[—Segment] [added: Note 22—Segment] Disclosures and Related [removed: Information](#i2863337a9abb479db2c9285000c6c974_549755816117) | | | [132](#i2863337a9abb479db2c9285000c6c974_549755816117) | | |][added: Information]

[removed: | [Note](#i2863337a9abb479db2c9285000c6c974_379) 24[—New] [added: Note 23—New] Accounting [removed: Standards](#i2863337a9abb479db2c9285000c6c974_379) | | | [136](#i2863337a9abb479db2c9285000c6c974_379) | | |][added: Standards]

| [Oil and Gas [removed: Operations](#i2863337a9abb479db2c9285000c6c974_388)] [added: Operations](#i115e4104d83e485db7f87375a6d4dcdb_418)] | | | [removed: [137](#i2863337a9abb479db2c9285000c6c974_388)] [added: [130](#i115e4104d83e485db7f87375a6d4dcdb_418)] | | |

| | | | [Table of [removed: Contents](#i2863337a9abb479db2c9285000c6c974_7)] [added: Contents](#i115e4104d83e485db7f87375a6d4dcdb_7)] | | |

Management assessed the effectiveness of the company’s internal control over financial reporting as of December 31, [removed: 2024.][added: 2025.]

[added: In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in *Internal Control—Integrated Framework (2013).*] Based on our assessment, we believe the company’s internal control over financial reporting was effective as of December 31, [removed: 2024.][added: 2025.]

Ernst & Young LLP has issued an audit report on the company’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] and their report is included herein.

| Chairman and Chief Executive Officer | | | [removed: Executive Vice President and] Chief Financial Officer [added: and Executive Vice President, Strategy & Commercial] | | |

We have audited the accompanying consolidated balance sheets of ConocoPhillips (the Company) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated income statement, consolidated statements of comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February [removed: 18, 2025] [added: 17, 2026] expressed an unqualified opinion thereon.

Critical Audit [removed: Matters][added: Matter]

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current period audit of the financial statements that [removed: were] [added: was] communicated or required to be communicated to the Audit and Finance Committee and that: (1) [removed: relate] [added: relates] to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

| [Reports of Management](#i115e4104d83e485db7f87375a6d4dcdb_259) | | | [67](#i115e4104d83e485db7f87375a6d4dcdb_259) | | |

| [Note](#i115e4104d83e485db7f87375a6d4dcdb_289) 2[—Inventories](#i115e4104d83e485db7f87375a6d4dcdb_289) | | | [80](#i115e4104d83e485db7f87375a6d4dcdb_289) | | |

| [Note](#i115e4104d83e485db7f87375a6d4dcdb_370) 15[—Income Taxes](#i115e4104d83e485db7f87375a6d4dcdb_370) | | | [118](#i115e4104d83e485db7f87375a6d4dcdb_370) | | |

| [Supplementary Information](#i115e4104d83e485db7f87375a6d4dcdb_415) | | | | | |

| ConocoPhillips 2025 10-K | | | 66 | | |

| /s/ Ryan M. Lance | | | /s/ Andrew M. O'Brien | | |

| Ryan M. Lance | | | Andrew M. O'Brien | | |

| 67 | | | ConocoPhillips 2025 10-K | | |

| | | | [Table of Contents](#i115e4104d83e485db7f87375a6d4dcdb_7) | | |

| ConocoPhillips 2025 10-K | | | 68 | | |

| | | | [Table of Contents](#i115e4104d83e485db7f87375a6d4dcdb_7) | | |

February 17, 2026

| 69 | | | ConocoPhillips 2025 10-K | | |

| | | | [Table of Contents](#i115e4104d83e485db7f87375a6d4dcdb_7) | | |

February 17, 2026

| ConocoPhillips 2025 10-K | | | 70 | | |

| 71 | | | ConocoPhillips 2025 10-K | | |

| Financial Statements | | | [Table of Contents](#i115e4104d83e485db7f87375a6d4dcdb_7) | | |

| ConocoPhillips 2025 10-K | | | 72 | | |

| Financial Statements | | | [Table of Contents](#i115e4104d83e485db7f87375a6d4dcdb_7) | | |

| 73 | | | ConocoPhillips 2025 10-K | | |

| Financial Statements | | | [Table of Contents](#i115e4104d83e485db7f87375a6d4dcdb_7) | | |

| Depreciation, depletion and amortization | | | 11,500 | | | 9,599 | | | 8,270 | | |

| Accretion on discounted liabilities | | | 378 | | | 325 | | | 283 | | |

*Restricted cash of $65 million is included in the "Prepaid expenses and other current assets" line of our Consolidated Balance Sheet*

*as of December 31, 2025.*

| ConocoPhillips 2025 10-K | | | 74 | | |

| Financial Statements | | | [Table of Contents](#i115e4104d83e485db7f87375a6d4dcdb_7) | | |

| Excise tax on share repurchases | | | | | | | | | (47) | | | | | | | | | | | | (47) | | |

| Balances at December 31, 2025 | | | $ | 23 | | 77,728 | | | (76,217) | | | (5,911) | | | 68,864 | | | | | | 64,487 | | |

| 75 | | | ConocoPhillips 2025 10-K | | |

*[See Note](#i115e4104d83e485db7f87375a6d4dcdb_400) 22*.

| ConocoPhillips 2025 10-K | | | 76 | | |

| Notes to Consolidated Financial Statements | | | [Table of Contents](#i115e4104d83e485db7f87375a6d4dcdb_7) | | |

| 77 | | | ConocoPhillips 2025 10-K | | |

| Notes to Consolidated Financial Statements | | | [Table of Contents](#i115e4104d83e485db7f87375a6d4dcdb_7) | | |

| ConocoPhillips 2025 10-K | | | 78 | | |

| Notes to Consolidated Financial Statements | | | [Table of Contents](#i115e4104d83e485db7f87375a6d4dcdb_7) | | |

*[See Note](#i115e4104d83e485db7f87375a6d4dcdb_367) 14*.

*[See Note](#i115e4104d83e485db7f87375a6d4dcdb_391) 21*.

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| [Reports of Management](#i2863337a9abb479db2c9285000c6c974_253) | | | [71](#i2863337a9abb479db2c9285000c6c974_253) | | |

| [Note](#i2863337a9abb479db2c9285000c6c974_283) 2[—Inventories](#i2863337a9abb479db2c9285000c6c974_283) | | | [86](#i2863337a9abb479db2c9285000c6c974_283) | | |

| [Note](#i2863337a9abb479db2c9285000c6c974_298) 5[—Investment in Cenovus Energy](#i2863337a9abb479db2c9285000c6c974_298) | | | [93](#i2863337a9abb479db2c9285000c6c974_298) | | |

| [Supplementary Information](#i2863337a9abb479db2c9285000c6c974_385) | | | | | |

| ConocoPhillips 2024 10-K | | | 70 | | |

In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in *Internal Control—Integrated Framework (2013).* Our assessment of, and conclusion on, the effectiveness of internal control over financial reporting did not include the internal controls of Marathon Oil Corporation, acquired in 2024, which is included in our consolidated financial statements and represented approximately 22% of our total assets as of December 31, 2024, approximately 1% of our revenues and other income and less than 1% of our net income for the year ended December 31, 2024.

| /s/ Ryan M. Lance | | | /s/ William L. Bullock, Jr. | | |

| Ryan M. Lance | | | William L. Bullock, Jr. | | |

| 71 | | | ConocoPhillips 2024 10-K | | |

| ConocoPhillips 2024 10-K | | | 72 | | |

| 73 | | | ConocoPhillips 2024 10-K | | |

| | | | Valuation and recognition of proved and unproved oil and gas properties acquired in a business combination | | |

| *Description of the Matter* | | | During 2024, the Company closed its acquisition of Marathon Oil Corporation resulting in the recognition of a provisional fair value of proved and unproved oil and gas properties within net properties, plants and equipment of $13.2 billion and $10.8 billion, respectively. As described in Note 3, the transaction was accounted for as a business combination using the acquisition method, which requires assets acquired and liabilities assumed to be measured at their acquisition date fair values. As also described in Note 3, the Company has not finalized its allocation of fair value to unproved properties. Oil and gas properties were valued by specialists using a discounted cash flow approach based on market participant assumptions. Significant inputs to the valuation of proved and unproved oil and gas properties include estimates of future commodity prices and production, future operating costs and discount rates using a market-based weighted average cost of capital. Auditing the Company's accounting for its provisional valuation of proved and unproved oil and gas properties within the Lower 48 segment is complex and judgmental due to the significant estimation required by management of reserves associated with the acquired assets and the sensitivity of significant assumptions used in determining the fair value. In evaluating the reasonableness of management’s estimates and assumptions used, the audit testing procedures performed required a high degree of auditor judgment and additional effort, including involving internal valuation specialists. | | |

| *How We Addressed the Matter in Our Audit* | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company’s internal controls over its process to estimate the provisional fair value of the acquired proved and unproved oil and gas properties, including management’s review of the significant assumptions used as inputs to the fair value calculations and recording of the provisional valuation. To test the provisional fair value of the acquired proved and unproved oil and gas properties, our audit procedures included, among others, evaluating the significant assumptions used and testing the completeness and accuracy of the underlying data supporting the significant assumptions. For example, we compared certain significant assumptions to current industry and third-party data and historical results for reasonableness. We also performed sensitivity analyses of significant assumptions, to evaluate the extent of their impact to the provisional fair value calculation. In addition, we involved internal valuation specialists to assist with certain significant assumptions included in the provisional fair value estimate. Furthermore, we evaluated the professional qualifications and objectivity of the Company’s internal reservoir engineers primarily responsible for overseeing the oil and gas reserves estimates and the valuation specialists used by the Company to prepare the provisional fair value of the acquired proved and unproved oil and gas properties. In addition, in assessing whether we can use the work of the internal reservoir engineers, we evaluated the completeness and accuracy of the significant data and inputs used by the internal reservoir engineers in estimating oil and gas reserves by agreeing them to source documentation, as applicable, and we identified and evaluated corroborative and contrary evidence. As noted above, the Company has not finalized its allocation of fair value to unproved properties | | |

| ConocoPhillips 2024 10-K | | | 74 | | |

As indicated under the heading “Assessment of Internal Control Over Financial Reporting” in the accompanying “Reports of Management”, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Marathon Oil Corporation, which is included in the 2024 consolidated financial statements of the Company and constituted approximately 22% of consolidated total assets as of December 31, 2024, approximately 1% of revenues and other income and less than 1% of net income for the year ended December 31, 2024.

Our audit of internal control over financial reporting of ConocoPhillips also did not include an evaluation of the internal control over financial reporting of Marathon Oil Corporation.

| 75 | | | ConocoPhillips 2024 10-K | | |

| ConocoPhillips 2024 10-K | | | 76 | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| 77 | | | ConocoPhillips 2024 10-K | | |

| Net change | | | 146 | | | 119 | | | (551) | | |

| Nonsponsored plans* | | | 1 | | | (3) | | | 5 | | |

| Income taxes on defined benefit plans | | | (49) | | | (23) | | | 178 | | |

| Defined benefit plans, net of tax | | | 3 | | | 55 | | | (417) | | |

| Reclassification adjustment for (gain) loss included in net income | | | (2) | | | (4) | | | (1) | | |

| Income taxes on unrealized holding gain (loss) on securities | | | — | | | (3) | | | 3 | | |

| Unrealized holding gain (loss) on securities, net of tax | | | 1 | | | 13 | | | (11) | | |

| Foreign currency translation adjustments, net of tax | | | (760) | | | 197 | | | (622) | | |

| Income taxes on unrealized gain (loss) on hedging activities | | | 12 | | | (16) | | | — | | |

| Unrealized gain (loss) on hedging activities, net of tax | | | (44) | | | 62 | | | — | | |

Plans for which ConocoPhillips is not the primary obligor—primarily those administered by equity affiliates.*

| ConocoPhillips 2024 10-K | | | 78 | | |

| 79 | | | ConocoPhillips 2024 10-K | | |

| (Gain) loss on investment in Cenovus Energy | | | — | | | — | | | (251) | | |

| Collection of advances/loans—related parties | | | — | | | — | | | 114 | | |

| ConocoPhillips 2024 10-K | | | 80 | | |

| Balances at December 31, 2021 | | | $ | 21 | | 60,581 | | | (50,920) | | | (4,950) | | | 40,674 | | | | | | 45,406 | | |

We maintain disclosure controls and procedures designed to ensure information required to be disclosed in reports we file or submit under the Securities Exchange Act of 1934, as amended (the Act), is recorded, processed, summarized and reported within the time periods specified in [removed: Securities and Exchange Commission] [added: SEC] rules and forms, and that such information is accumulated and communicated to management, including our principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure.

As of December 31, [removed: 2024,] [added: 2025,] with the participation of our management, our Chairman and Chief Executive Officer (principal executive officer) and our [removed: Executive Vice President and] Chief Financial Officer [added: and Executive Vice President, Strategy and Commercial] (principal financial officer) carried out an evaluation, pursuant to Rule 13a-15(b) of the Act, of ConocoPhillips’ disclosure controls and procedures (as defined in Rule 13a-15(e) of the Act).

Based upon that evaluation, our Chairman and Chief Executive Officer and our [removed: Executive Vice President and] Chief Financial Officer [added: and Executive Vice President, Strategy and Commercial] concluded our disclosure controls and procedures were operating effectively as of December 31, [removed: 2024.][added: 2025.]

In the [removed: third] [added: first] quarter of [removed: 2023,] [added: 2025,] we [removed: began] [added: completed the final phase of] a multi-year implementation of an updated global enterprise resource planning [removed: system (ERP).][added: system.]

As a result, we [removed: have] made corresponding changes to our business processes and information systems, updating applicable internal controls over financial reporting where necessary.

This report is included in Item 8 on page [removed: *[71](#i2863337a9abb479db2c9285000c6c974_253)*] [added: *[67](#i115e4104d83e485db7f87375a6d4dcdb_259)*] and is incorporated herein by reference.

This report is included in Item 8 on page [removed: *[72](#i2863337a9abb479db2c9285000c6c974_256)*] [added: *[68](#i115e4104d83e485db7f87375a6d4dcdb_262)*] and is incorporated herein by reference.

As the phased implementation of the ERP system progresses, we expect to continue to modify or change certain processes and procedures which may result in further changes to our internal controls over financial reporting.

During the three-month period ended December 31, [removed: 2024,] [added: 2025,] no officer or director of the company adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement.

| | | | [Table of [removed: Contents](#i2863337a9abb479db2c9285000c6c974_7)] [added: Contents](#i115e4104d83e485db7f87375a6d4dcdb_7)] | | |

| 151 | | | ConocoPhillips 2025 10-K | | |

| ConocoPhillips 2024 10-K | | | 158 | | |

Information regarding our executive officers appears in Part I of this report on page [removed: *[30](#i2863337a9abb479db2c9285000c6c974_103)*.][added: *[28](#i115e4104d83e485db7f87375a6d4dcdb_3298534885925)*.]

All other information required by Item 10 of Part III will be included in our Proxy Statement relating to our [removed: 2025] [added: 2026] Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A on or before April 30, [removed: 2025,] [added: 2026,] and is incorporated herein by reference.*

Information required by Item 11 of Part III will be included in our Proxy Statement relating to our [removed: 2025] [added: 2026] Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A on or before April 30, [removed: 2025,] [added: 2026,] and is incorporated herein by reference.*

Information required by Item 12 of Part III will be included in our Proxy Statement relating to our [removed: 2025] [added: 2026] Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A on or before April 30, [removed: 2025,] [added: 2026,] and is incorporated herein by reference.*

Information required by Item 13 of Part III will be included in our Proxy Statement relating to our [removed: 2025] [added: 2026] Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A on or before April 30, [removed: 2025,] [added: 2026,] and is incorporated herein by reference.*

Information required by Item 14 of Part III will be included in our Proxy Statement relating to our [removed: 2025] [added: 2026] Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A on or before April 30, [removed: 2025,] [added: 2026,] and is incorporated herein by reference.*

Except for information or data specifically incorporated herein by reference under Items 10 through 14, other information and data appearing in our [removed: 2025] [added: 2026] Proxy Statement are not deemed to be a part of this Annual Report on Form 10-K or deemed to be filed with the Commission as a part of this report.*

| | | | [Table of [removed: Contents](#i2863337a9abb479db2c9285000c6c974_7)] [added: Contents](#i115e4104d83e485db7f87375a6d4dcdb_7)] | | |

| ConocoPhillips 2025 10-K | | | 152 | | |

| 159 | | | ConocoPhillips 2024 10-K | | |

The financial statements and supplementary information listed in the Index to Financial Statements, which appears on page [removed: *[70](#i2863337a9abb479db2c9285000c6c974_250)*,] [added: *[66](#i115e4104d83e485db7f87375a6d4dcdb_253)*,] are filed as part of this annual report.

The exhibits listed in the Index to Exhibits, which appears on pages [removed: *[161](#i3a4135c197974d70ada3efa13007c46a_449) [through](#i2863337a9abb479db2c9285000c6c974_475) [164](#i3a4135c197974d70ada3efa13007c46a_450)*,] [added: *[154](#i60ff5e0bc2d64a44b21387471970907d_449) [through](#i115e4104d83e485db7f87375a6d4dcdb_529) [157](#i60ff5e0bc2d64a44b21387471970907d_450)*,] are filed as part of this annual report.

| | | | [Table of [removed: Contents](#i2863337a9abb479db2c9285000c6c974_7)] [added: Contents](#i115e4104d83e485db7f87375a6d4dcdb_7)] | | |

| [removed: 2.4] [added: 2.2] | | | [Agreement and Plan of Merger, dated as of [removed: October 18, 2020,] [added: May 28, 2024, by and] among ConocoPhillips, [removed: Falcon] [added: Puma] Merger Sub [removed: Corp.] [added: Corp,] and [removed: Concho Resources Inc.](https://www.sec.gov/Archives/edgar/data/1163165/000110465920115818/tm2033409d1_ex2-1.htm)] [added: Marathon Oil Corporation.](https://www.sec.gov/Archives/edgar/data/1163165/000110465924065814/tm2415645d1_ex2-1.htm)] | | | 2.1 | | | 8-K | | | 001-32395 | | |

| 3.1 | | | [Amended and Restated Certificate of [removed: Incorporation.](https://www.sec.gov/Archives/edgar/data/1163165/000095012908004130/h58804exv3w1.htm)] [added: Incorporation of ConocoPhillips.](https://www.sec.gov/Archives/edgar/data/1163165/000095012908004130/h58804exv3w1.htm)] | | | 3.1 | | | 10-Q | | | 001-32395 | | |

| [removed: 3.3] [added: 3.4] | | | [removed: [Restated] [added: [Corrected Restated] Certificate of Incorporation of ConocoPhillips Company, dated [removed: February 6, 2019.](https://www.sec.gov/Archives/edgar/data/1163165/000156276222000031/d123121dex34.htm)] [added: as of April 28, 2022.](https://www.sec.gov/Archives/edgar/data/78214/000110465922092586/tm2223380d2_ex3-3.htm)] | | | [removed: 3.4] [added: 3.3] | | | [removed: 10-K] [added: S-4] | | | 001-32395 | | |

| [removed: 3.4] [added: 3.3] | | | [Second Amended and Restated Bylaws, dated May 16, [removed: 2023](https://www.sec.gov/Archives/edgar/data/1163165/000116316523000023/cop-20230630x10qexx31.htm)] [added: 2023](https://www.sec.gov/Archives/edgar/data/1163165/000110465923061988/tm2316025d1_ex3-1.htm).] | | | 3.1 | | | [removed: 10-Q] [added: 8-K] | | | 001-32395 | | |

| [removed: 10.12.4] [added: 10.14.6] | | | [Form of Performance [removed: Period IX] [added: Share Unit] Award [removed: Agreement,] [added: Terms and Conditions for Performance Period 25,] as part of the ConocoPhillips Performance Share Program granted under the [removed: 2011] [added: 2023] Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated February [removed: 18, 2014.](https://www.sec.gov/Archives/edgar/data/1163165/000119312514183842/d719100dex103.htm)] [added: 11, 2025.](https://www.sec.gov/Archives/edgar/data/1163165/000116316525000012/cop-20241231x10kxex10146.htm)] | | | [removed: 10.3] [added: 10.14.6] | | | [removed: 10-Q] [added: 10-K] | | | 001-32395 | | |

| [removed: 10.12.5] [added: 10.14.13*] | | | [Form of Performance [removed: Period X] [added: Share Unit] Award [removed: Agreement,] [added: Terms and Conditions for Performance Period 26,] as part of the ConocoPhillips Performance Share Program granted under the [removed: 2011] [added: 2023] Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated February [removed: 18, 2014.](https://www.sec.gov/Archives/edgar/data/1163165/000119312514183842/d719100dex105.htm)] [added: 10, 2026.](https://www.sec.gov/Archives/edgar/data/1163165/000116316526000009/cop-2025123110kxex101413.htm)] | | | [removed: 10.5] | | | [removed: 10-Q] | | | [removed: 001-32395] | | |

| [removed: 10.14.6*] [added: 10.14.14*] | | | [Form of Performance Share Unit Award Terms and Conditions for Performance Period [removed: 25,] [added: 26,] as part of the ConocoPhillips Performance Share Program granted under the 2023 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated February [removed: 11, 2025.](https://www.sec.gov/Archives/edgar/data/1163165/000116316525000012/cop-20241231x10kxex10146.htm)] [added: 10, 2026.](https://www.sec.gov/Archives/edgar/data/1163165/000116316526000009/cop-2025123110kxex101414.htm)] | | | | | | | | | | | |

| [removed: 10.14.7*] [added: 10.14.7] | | | [Form of Executive Restricted Stock Unit Award Terms and Conditions, as part of the ConocoPhillips Executive Restricted Stock Unit Program, granted under the 2023 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated February 11, 2025.](https://www.sec.gov/Archives/edgar/data/1163165/000116316525000012/cop-20241231x10kxex10147.htm) | | | [added: 10.14.7] | | | [added: 10-K] | | | [added: 001-32395] | | |

| [removed: 10.16.2] [added: 10.16.2*] | | | [Amended and Restated Defined Contribution Make-Up Plan of ConocoPhillips—Title II, dated January [removed: 1, 2024.](https://www.sec.gov/Archives/edgar/data/1163165/000116316524000010/cop-20231231x10kxex10162.htm)] [added: 1](https://www.sec.gov/Archives/edgar/data/1163165/000116316526000009/cop-2025x1231x10kxex10162.htm)[, 202](https://www.sec.gov/Archives/edgar/data/1163165/000116316526000009/cop-2025x1231x10kxex10162.htm)[6](https://www.sec.gov/Archives/edgar/data/1163165/000116316526000009/cop-2025x1231x10kxex10162.htm)[.](https://www.sec.gov/Archives/edgar/data/1163165/000116316526000009/cop-2025x1231x10kxex10162.htm)] | | | [removed: 10.16.2] | | | [removed: 10-K] | | | [removed: 001-32395] | | |

| [removed: 10.18.2] [added: 10.18.2*] | | | [Amended and Restated Key Employee Deferred Compensation Plan of ConocoPhillips—Title II, dated January [removed: 1, 2024.](https://www.sec.gov/Archives/edgar/data/1163165/000116316524000010/cop-20231231x10xkxex10182.htm)] [added: 1](https://www.sec.gov/Archives/edgar/data/1163165/000116316526000009/cop-2025x12x31x10kxex10182.htm)[, 202](https://www.sec.gov/Archives/edgar/data/1163165/000116316526000009/cop-2025x12x31x10kxex10182.htm)[6](https://www.sec.gov/Archives/edgar/data/1163165/000116316526000009/cop-2025x12x31x10kxex10182.htm)[.](https://www.sec.gov/Archives/edgar/data/1163165/000116316526000009/cop-2025x12x31x10kxex10182.htm)] | | | [removed: 10.18.2] | | | [removed: 10-K] | | | [removed: 001-32395] | | |

| [removed: 10.20.2*] [added: 10.20.2] | | | [Form of Non-Employee Director Restricted Stock Units Terms and Conditions, granted under the 2023 Omnibus Stock and Performance Incentive Plan of ConocoPhillips and subject to the Deferred Compensation Plan for Non-Employee Directors of ConocoPhillips, dated January 15, 2025.](https://www.sec.gov/Archives/edgar/data/1163165/000116316525000012/cop-20241231x10kxex10202.htm) | | | [added: 10.20.2] | | | [added: 10-K] | | | [added: 001-32395] | | |

| [removed: 10.21] [added: 10.27] | | | [removed: [Deferred] [added: [Amended and Restated Deferred] Compensation Plan for Non-Employee Directors of [removed: ConocoPhillips.](https://www.sec.gov/Archives/edgar/data/1163165/000110465906012015/a06-2522_1ex10d17.htm)] [added: ConocoPhillips.](https://www.sec.gov/Archives/edgar/data/1163165/000116316525000058/cop-20250930x10qexx102.htm)] | | | [removed: 10.17] [added: 10.2] | | | [removed: 10-K] [added: 10-Q] | | | 001-32395 | | |

| [removed: 10.23] [added: 10.21.2] | | | [removed: [Amended and Restated 409A] [added: [First Amendment to] Annex to Nonqualified Deferred Compensation Arrangements of [removed: ConocoPhillips,] [added: ConocoPhillips] dated [removed: January 1, 2020.](https://www.sec.gov/Archives/edgar/data/1163165/000119312520039954/d875559dex1027.htm)] [added: December 20, 2019.](https://www.sec.gov/Archives/edgar/data/1163165/000119312520039954/d875559dex1027.htm)] | | | 10.27 | | | 10-K | | | 001-32395 | | |

| [removed: 10.24] [added: 10.22] | | | [Amendment and Restatement of ConocoPhillips Executive Severance Plan, dated December 2, 2021.](https://www.sec.gov/Archives/edgar/data/1163165/000156276222000031/d123121dex1047.htm) | | | 10.47 | | | 10-K | | | 001-32395 | | |

| [removed: 10.25] [added: 10.21.1] | | | [Amendment and Restatement of [removed: the Burlington Resources Inc. Management Supplemental Benefits Plan,] [added: Annex to Nonqualified Deferred Compensation Arrangements of ConocoPhillips] dated April 19, [removed: 2012.](https://www.sec.gov/Archives/edgar/data/1163165/000119312512325680/d358543dex109.htm)] [added: 2012.](https://www.sec.gov/Archives/edgar/data/1163165/000119312512325680/d358543dex108.htm)] | | | [removed: 10.9] [added: 10.8] | | | 10-Q | | | 001-32395 | | |

| [removed: 10.26] [added: 10.23] | | | [Purchase and Sale Agreement, dated as of September 20, 2021, by and between Shell Enterprises LLC and ConocoPhillips.](https://www.sec.gov/Archives/edgar/data/1163165/000156276221000409/d093021dex101.htm) | | | 10.1 | | | 10-Q | | | 001-32395 | | |

| [removed: 10.27] [added: 10.24] | | | [Form of Aircraft Time Sharing Agreement by and between certain executives and ConocoPhillips dated June 21, 2021.](https://www.sec.gov/Archives/edgar/data/1163165/000156276221000304/d063021dex102.htm) | | | 10.2 | | | 10-Q | | | 001-32395 | | |

| [removed: 10.28] [added: 10.25] | | | [Letter agreement with Timothy A. Leach, dated April 28, 2022.](https://www.sec.gov/Archives/edgar/data/1163165/000116316522000013/cop-20220630x10xqex101.htm) | | | 10.1 | | | 10-Q | | | 001-32395 | | |

| [removed: 10.29] [added: 10.26] | | | [Form of Aircraft Time Sharing Agreement by and between certain executives and ConocoPhillips dated November 14, 2023.](https://www.sec.gov/Archives/edgar/data/1163165/000116316524000010/cop-20231231x10xkxex1029.htm) | | | 10.29 | | | 10-K | | | 001-32395 | | |

| 19* | | | [Insider Trading Policies of [removed: ConocoPhillips](https://www.sec.gov/Archives/edgar/data/1163165/000116316525000012/cop2024123110-kxexhibit19.htm)] [added: ConocoPhillips](https://www.sec.gov/Archives/edgar/data/1163165/000116316526000009/cop2025123110k-exhibit19.htm)] | | | | | | | | | | | |

| 21* | | | [List of Subsidiaries of [removed: ConocoPhillips.](https://www.sec.gov/Archives/edgar/data/1163165/000116316525000012/cop2024123110k-exhibit21.htm)] [added: ConocoPhillips.](https://www.sec.gov/Archives/edgar/data/1163165/000116316526000009/cop2025123110k-exhibit21.htm)] | | | | | | | | | | | |

| 22* | | | [Subsidiary Guarantors of Guaranteed [removed: Securities.](https://www.sec.gov/Archives/edgar/data/1163165/000116316525000012/cop2024123110k-exhibit22.htm)] [added: Securities.](https://www.sec.gov/Archives/edgar/data/1163165/000116316526000009/cop2025123110k-exhibit22.htm)] | | | | | | | | | | | |

| 23.1* | | | [Consent of Ernst & Young [removed: LLP.](https://www.sec.gov/Archives/edgar/data/1163165/000116316525000012/cop2024123110k-exhibit231.htm)] [added: LLP.](https://www.sec.gov/Archives/edgar/data/1163165/000116316526000009/cop2025123110k-exhibit231.htm)] | | | | | | | | | | | |

| 23.2* | | | [Consent of DeGolyer and [removed: MacNaughton.](https://www.sec.gov/Archives/edgar/data/1163165/000116316525000012/cop2024123110k-exhibit232.htm)] [added: MacNaughton.](https://www.sec.gov/Archives/edgar/data/1163165/000116316526000009/cop2025123110k-exhibit232.htm)] | | | | | | | | | | | |

| 31.1* | | | [Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of [removed: 1934.](https://www.sec.gov/Archives/edgar/data/1163165/000116316525000012/cop2024123110k-exhibit311.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/1163165/000116316526000009/cop2025123110k-exhibit311.htm)] | | | | | | | | | | | |

| 31.2* | | | [Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of [removed: 1934.](https://www.sec.gov/Archives/edgar/data/1163165/000116316525000012/cop2024123110k-exhibit312.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/1163165/000116316526000009/cop2025123110k-exhibit312.htm)] | | | | | | | | | | | |

| 32 | | | [Certifications pursuant to 18 U.S.C. Section [removed: 1350.](https://www.sec.gov/Archives/edgar/data/1163165/000116316525000012/cop2024123110k-exhibit32.htm)] [added: 1350.](https://www.sec.gov/Archives/edgar/data/1163165/000116316526000009/cop2025123110k-exhibit32.htm)] | | | | | | | | | | | |

| 99* | | | [Report of DeGolyer and [removed: MacNaughton.](https://www.sec.gov/Archives/edgar/data/1163165/000116316525000012/cop2024123110k-exhibit99.htm)] [added: MacNaughton.](https://www.sec.gov/Archives/edgar/data/1163165/000116316526000009/cop2025123110k-exhibit99.htm)] | | | | | | | | | | | |

| February [removed: 18, 2025] [added: 17, 2026] | | | */s/ Ryan M. Lance* | | |

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed, as of February [removed: 18, 2025,] [added: 17, 2026,] on behalf of the registrant by the following officers in the capacity indicated and by a majority of directors.

| [added: Kontessa S. Haynes-Welsh] | | | | | | (Principal accounting officer) | | |

| 153 | | | ConocoPhillips 2025 10-K | | |

| 3.5 | | | [Bylaws of ConocoPhillips Company](https://www.sec.gov/Archives/edgar/data/78214/000119312512489986/d448265dex35.htm). | | | 3.5 | | | S-3 | | | 001-32395 | | |

| ConocoPhillips 2025 10-K | | | 154 | | |

| | | | [Table of Contents](#i115e4104d83e485db7f87375a6d4dcdb_7) | | |

| 155 | | | ConocoPhillips 2025 10-K | | |

| | | | [Table of Contents](#i115e4104d83e485db7f87375a6d4dcdb_7) | | |

| 10.14.8 | | | [Form of 2025 Cash Retention Award Terms and Conditions, granted under the 2023 Omnibus Stock and Performance Incentive Plan of ConocoPhillips.](https://www.sec.gov/Archives/edgar/data/1163165/000116316525000042/cop-20250630x10qexx101.htm) | | | 10.1 | | | 10-Q | | | 001-32395 | | |

| 10.14.9 | | | [Form of 2025 Retention Award Terms and Conditions, granted under the 2023 Omnibus Stock and Performance Incentive Plan of ConocoPhillips.](https://www.sec.gov/Archives/edgar/data/1163165/000116316525000042/cop-20250630x10qexx102.htm) | | | 10.2 | | | 10-Q | | | 001-32395 | | |

| 10.14.10* | | | [Form of Executive Restricted Stock Unit Award Terms and Conditions, as part of the ConocoPhillips Executive Restricted Stock Unit Program, granted under the 2023 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated February 10, 2026.](https://www.sec.gov/Archives/edgar/data/1163165/000116316526000009/cop-2025123110kxex101410.htm) | | | | | | | | | | | |

| 10.14.11* | | | [Form of Executive Restricted Stock Unit Award Terms and Conditions, as part of the ConocoPhillips Executive Restricted Stock Unit Program, granted under the 2023 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated February 10, 2026.](https://www.sec.gov/Archives/edgar/data/1163165/000116316526000009/cop-2025123110kxex101411.htm) | | | | | | | | | | | |

| 10.14.12* | | | F[orm of Performance Share Unit Award Terms and Conditions for Performance Period 26, as part of the ConocoPhillips Performance Share Program granted under the 2023 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated February 10, 2026.](https://www.sec.gov/Archives/edgar/data/1163165/000116316526000009/cop-2025123110kxex101412.htm) | | | | | | | | | | | |

| ConocoPhillips 2025 10-K | | | 156 | | |

| | | | [Table of Contents](#i115e4104d83e485db7f87375a6d4dcdb_7) | | |

| 10.25.1 | | | [Letter Agreement with Timothy A. Leach completed November 4, 2025.](https://www.sec.gov/Archives/edgar/data/1163165/000116316525000058/cop-20250930x10qexx101.htm) | | | 10.1 | | | 10-Q | | | 001-32395 | | |

| 157 | | | ConocoPhillips 2025 10-K | | |

| | | | [Table of Contents](#i115e4104d83e485db7f87375a6d4dcdb_7) | | |

| */s/ Andrew M. O’Brien* | | | | | | Chief Financial Officer and | | |

| Andrew M. O’Brien | | | | | | Executive Vice President, Strategy and Commercial | | |

| */s/ Kontessa S. Haynes-Welsh* | | | | | | Vice President, Finance and Controller | | |

| ConocoPhillips 2025 10-K | | | 158 | | |

| | | | [Table of Contents](#i115e4104d83e485db7f87375a6d4dcdb_7) | | |

| */s/ Kathleen A. McGinty* | | | | | | Director | | |

| Kathleen A. McGinty | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| 159 | | | ConocoPhillips 2025 10-K | | |

| ConocoPhillips 2024 10-K | | | 160 | | |

| 2.2†‡ | | | [Purchase and Sale Agreement, dated March 29, 2017, by and among ConocoPhillips Company, ConocoPhillips Canada Resources Corp., ConocoPhillips Canada Energy Partnership, ConocoPhillips Western Canada Partnership, ConocoPhillips Canada (BRC) Partnership, ConocoPhillips Canada E&P ULC, and Cenovus Energy Inc.](https://www.sec.gov/Archives/edgar/data/1163165/000119312517158717/d375594dex21.htm) | | | 2.1 | | | 10-Q | | | 001-32395 | | |

| 2.3†‡ | | | [Asset Purchase and Sale Agreement Amending Agreement, dated as of May 16, 2017, by and among ConocoPhillips Company, ConocoPhillips Canada Resources Corp., ConocoPhillips Canada Energy Partnership, ConocoPhillips Western Canada Partnership, ConocoPhillips Canada (BRC) Partnership, ConocoPhillips Canada E&P ULC, and Cenovus Energy Inc.](https://www.sec.gov/Archives/edgar/data/1163165/000110465917033735/a17-13412_1ex2d2.htm) | | | 2.2 | | | 8-K | | | 001-32395 | | |

| 2.5 | | | [Agreement and Plan of Merger, dated as of May 28, 2024, by and among ConocoPhillips, Puma Merger Sub Corp, and Marathon Oil Corporation](https://www.sec.gov/Archives/edgar/data/1163165/000110465924065814/tm2415645d1_ex2-1.htm)[.](https://www.sec.gov/Archives/edgar/data/1163165/000110465924065814/tm2415645d1_ex2-1.htm) | | | 2.1 | | | 8-K | | | 001-32395 | | |

| 161 | | | ConocoPhillips 2024 10-K | | |

| ConocoPhillips 2024 10-K | | | 162 | | |

| 163 | | | ConocoPhillips 2024 10-K | | |

| 10.22.1 | | | [ConocoPhillips Directors’ Charitable Gift Program.](https://www.sec.gov/Archives/edgar/data/1163165/000095013404002756/h12939exv10w40.htm) | | | 10.40 | | | 10-K | | | 000-49987 | | |

| 10.22.2 | | | [First and Second Amendments to the ConocoPhillips Directors’ Charitable Gift Program.](https://www.sec.gov/Archives/edgar/data/1163165/000095012908004130/h58804exv10.htm) | | | 10 | | | 10-Q | | | 001-32395 | | |

*† The schedules to this exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K.

ConocoPhillips agrees to furnish a copy of any schedule omitted from this exhibit to the SEC upon request.*

*‡ ConocoPhillips has previously been granted confidential treatment for certain portions of this exhibit pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.*

| ConocoPhillips 2024 10-K | | | 164 | | |

| */s/ William L. Bullock, Jr.* | | | | | | Executive Vice President and | | |

| William L. Bullock, Jr. | | | | | | Chief Financial Officer | | |

| */s/ Christopher P. Delk* | | | | | | Vice President, Controller | | |

| Christopher P. Delk | | | | | | and General Tax Counsel | | |

| 165 | | | ConocoPhillips 2024 10-K | | |

| ConocoPhillips 2024 10-K | | | 166 | | |