XML 68 R24.htm IDEA: XBRL DOCUMENT
v3.25.4

Employee Benefit Plans | 12 Months Ended
--- | ---
Dec. 31, 2025
Retirement Benefits [Abstract] |
Employee Benefit Plans | Note 14—Employee Benefit Plans Pension and Postretirement Plans An analysis of the projected benefit obligations for our pension plans and accumulated benefit obligations for our postretirement health and life insurance plans follows:
| Millions of Dollars
| Pension Benefits |  | Other Benefits
| 2025 |  | 2024 |  | 2025 | 2024
| U.S. | Int’l. |  | U.S. | Int’l. |  |  |
Change in Benefit Obligation |  |  |  |  |  |  |  |
Benefit obligation at January 1 | $ | 1,806 |  | 2,591 |  |  | 1,525 |  | 2,866 |  |  | 145 |  | 107 |
Service cost | 58 |  | 34 |  |  | 49 |  | 38 |  |  | 2 |  | 1 |
Interest cost | 93 |  | 130 |  |  | 76 |  | 114 |  |  | 8 |  | 5 |
Plan participant contributions | — |  | — |  |  | — |  | — |  |  | 14 |  | 12 |
Plan amendments | — |  | — |  |  | — |  | 57 |  |  | (2) |  | — |
Business combinations |  |  |  | 237 |  |  |  |  | 42 |
Actuarial (gain) loss | 89 |  | (59) |  |  | (4) |  | (202) |  |  | (3) |  | 5 |
Benefits paid | (204) |  | (142) |  |  | (98) |  | (134) |  |  | (39) |  | (27) |
Curtailment | 3 |  | (8) |  |  | 8 |  | — |  |  | 1 |  | — |
Recognition of termination benefits | — |  | — |  |  | 13 |  | — |  |  | — |  | — |
Foreign currency exchange rate change | — |  | 243 |  |  | — |  | (148) |  |  | — |  | — |
Benefit obligation at December 31* | $ | 1,845 |  | 2,789 |  |  | 1,806 |  | 2,591 |  |  | 126 |  | 145 |
*Accumulated benefit obligation portion of above at December 31: | $ | 1,767 |  | 2,577 |  |  | 1,703 |  | 2,392 |  |  |  |
Change in Fair Value of Plan Assets |  |  |  |  |  |  |  |
Fair value of plan assets at January 1 | $ | 1,556 |  | 2,907 |  |  | 1,306 |  | 3,085 |  |  | — |  | — |
Actual return on plan assets | 166 |  | 192 |  |  | 66 |  | 18 |  |  | — |  | — |
Company contributions | 148 |  | 50 |  |  | 83 |  | 88 |  |  | 25 |  | 15 |
Plan participant contributions | — |  | — |  |  | — |  | — |  |  | 14 |  | 12 |
Business combinations |  |  |  | 199 |  |  |  |  |
Benefits paid | (204) |  | (142) |  |  | (98) |  | (134) |  |  | (39) |  | (27) |
Foreign currency exchange rate change | — |  | 277 |  |  | — |  | (150) |  |  | — |  | — |
Fair value of plan assets at December 31 | $ | 1,666 |  | 3,284 |  |  | 1,556 |  | 2,907 |  |  | — |  | — |
Funded Status | $ | (179) |  | 495 |  |  | (250) |  | 316 |  |  | (126) |  | (145) |
| Millions of Dollars
| Pension Benefits |  | Other Benefits
| 2025 |  | 2024 |  | 2025 | 2024
| U.S. | Int’l. |  | U.S. | Int’l. |  |  |
Amounts Recognized in the Consolidated Balance Sheet at December 31 |  |  |  |  |  |  |  |
Noncurrent assets | $ | 29 |  | 744 |  |  | 1 |  | 553 |  |  | — |  | — |
Current liabilities | (81) |  | (10) |  |  | (28) |  | (10) |  |  | (24) |  | (26) |
Noncurrent liabilities | (127) |  | (239) |  |  | (223) |  | (227) |  |  | (102) |  | (119) |
Total recognized | $ | (179) |  | 495 |  |  | (250) |  | 316 |  |  | (126) |  | (145) |
Weighted-Average Assumptions Used to Determine Benefit Obligations at December 31 |  |  |  |  |  |  |  |
Discount rate | 5.25 | % | 4.95 |  |  | 5.70 |  | 4.90 |  |  | 5.60 |  | 5.60 |
Rate of compensation increase | 4.50 |  | 4.05 |  |  | 5.00 |  | 4.05 |  |  |  |
Interest crediting rate for applicable benefits | 4.75 |  |  |  | 4.30 |  |  |  |  |
Weighted-Average Assumptions Used to Determine Net Periodic Benefit Cost for Years Ended December 31 |  |  |  |  |  |  |  |
Discount rate | 5.70 | % | 4.90 |  |  | 5.35 |  | 4.10 |  |  | 4.25 |  | 5.35 |
Expected return on plan assets | 5.30 |  | 6.20 |  |  | 5.30 |  | 5.40 |  |  |  |
Rate of compensation increase | 5.00 |  | 4.10 |  |  | 5.00 |  | 3.65 |  |  |  |
Interest crediting rate for applicable benefits | 4.35 |  |  |  | 4.20 |  |  |  |  |
For both U.S. and international pension plans, the overall expected long-term rate of return is developed from the expected future return of each asset class, weighted by the expected allocation of pension assets to that asset class. We rely on a variety of independent market forecasts in developing the expected rate of return for each class of assets. During 2025, the actuarial losses related to the benefit obligations for U.S. plans were primarily related to a decrease in the discount rate and an increase in compensation and benefits. In addition, international plans recognized actuarial gains due to higher discount rates and lower inflation rate assumptions. During 2024, the actuarial gains related to the benefit obligations for international plans were primarily related to an increase in the discount rates. The following tables summarize information related to the company's pension plans with projected and accumulated benefit obligations in excess of the fair value of the plans' assets:
| Millions of Dollars
| Pension Benefits
| 2025 |  | 2024
| U.S. | Int’l. |  | U.S. | Int’l.
Pension Plans with Projected Benefit Obligation in Excess of Plan Assets |  |  |  |  |
Projected benefit obligation | $ | 208 |  | 258 |  |  | 450 |  | 242 |
Fair value of plan assets | — |  | 9 |  |  | 199 |  | 6 |
Pension Plans with Accumulated Benefit Obligation in Excess of Plan Assets |  |  |  |  |
Accumulated benefit obligation | $ | 190 |  | 223 |  |  | 425 |  | 210 |
Fair value of plan assets | — |  | 9 |  |  | 199 |  | 6 |
Included in accumulated other comprehensive income (loss) at December 31 were the following before-tax amounts that had not been recognized in net periodic benefit cost:
| Millions of Dollars
| Pension Benefits |  | Other Benefits
| 2025 |  | 2024 |  | 2025 | 2024
| U.S. | Int’l. |  | U.S. | Int’l. |  |  |
Unrecognized net actuarial loss (gain) | $ | 92 |  | 364 |  |  | 112 |  | 445 |  |  | — |  | 2 |
Unrecognized prior service cost (credit) | — |  | 61 |  |  | — |  | 58 |  |  | 1 |  | (21) |
| Millions of Dollars
| Pension Benefits |  | Other Benefits
| 2025 |  | 2024 |  | 2025 | 2024
| U.S. | Int’l. |  | U.S. | Int’l. |  |  |
Sources of Change in Other Comprehensive Income (Loss) |  |  |  |  |  |  |  |
Net gain (loss) arising during the period | $ | 5 |  | 34 |  |  | 3 |  | 83 |  |  | 3 |  | (5) |
Amortization of actuarial (gain) loss included in income (loss)* | 15 |  | 47 |  |  | 8 |  | 57 |  |  | (1) |  | — |
Net change during the period | $ | 20 |  | 81 |  |  | 11 |  | 140 |  |  | 2 |  | (5) |
Prior service credit (cost) arising during the period | $ | — |  | 2 |  |  | — |  | (57) |  |  | 2 |  | — |
Amortization of prior service cost (credit) included in income (loss) | — |  | 3 |  |  | — |  | — |  |  | (24) |  | (38) |
Net change during the period | $ | — |  | 5 |  |  | — |  | (57) |  |  | (22) |  | (38) |
*Includes settlement (gains) losses recognized in 2025 and 2024. The components of net periodic benefit cost of all defined benefit plans are presented in the following table:
| Millions of Dollars
| Pension Benefits |  | Other Benefits
| 2025 |  | 2024 |  | 2023 |  | 2025 | 2024 | 2023
| U.S. | Int’l. |  | U.S. | Int’l. |  | U.S. | Int’l. |  |  |  |
Components of Net Periodic Benefit Cost |  |  |  |  |  |  |  |  |  |  |  |
Service cost | $ | 58 |  | 34 |  |  | 49 |  | 38 |  |  | 51 |  | 38 |  |  | 2 |  | 1 |  | 1 |
Interest cost | 93 |  | 130 |  |  | 76 |  | 114 |  |  | 77 |  | 113 |  |  | 8 |  | 5 |  | 5 |
Expected return on plan assets | (77) |  | (189) |  |  | (66) |  | (163) |  |  | (58) |  | (148) |  |  | — |  | — |  | — |
Amortization of prior service credit | — |  | 3 |  |  | — |  | — |  |  | — |  | — |  |  | (24) |  | (38) |  | (38) |
Recognized net actuarial loss (gain) | 10 |  | 47 |  |  | 8 |  | 58 |  |  | 12 |  | 67 |  |  | — |  | — |  | (3) |
Settlements loss (gain) | 5 |  | — |  |  | — |  | (1) |  |  | 6 |  | — |  |  | — |  | — |  | — |
Curtailment loss (gain) | 8 |  | (3) |  |  | 8 |  | — |  |  | — |  | — |  |  | 1 |  | — |  | — |
Net periodic benefit cost | $ | 97 |  | 22 |  |  | 75 |  | 46 |  |  | 88 |  | 70 |  |  | (13) |  | (32) |  | (35) |
The components of net periodic benefit cost, other than the service cost component, are included in the “Other expenses” line item on our consolidated income statement. We recognized a pension settlement loss of $5 million in 2025, a gain of $1 million in 2024, and a loss of $6 million in 2023 as lump-sum benefit payments from certain U.S. and international pension plans exceeded the sum of service and interest costs for those plans and led to recognition of settlement gains or losses. In determining net pension and other postretirement benefit costs, we amortize prior service costs on a straight-line basis over the average remaining service period of employees expected to receive benefits under the plan. For net actuarial gains and losses, we amortize 10 percent of the unamortized balance each year. We have multiple non-pension postretirement benefit plans for health and life insurance. The health care plans are contributory and subject to various cost sharing features, most with participant and company contributions adjusted annually; the life insurance plans are noncontributory. The measurement of the U.S. pre-65 retiree medical accumulated postretirement benefit obligation assumes a health care cost trend rate of 6.50 percent in 2026 that declines to 5 percent by 2032. The measurement of the U.S. post-65 retiree medical accumulated postretirement benefit obligation assumes a health care cost trend rate of 4.7 percent in 2026 that increases to 5 percent by 2030. Plan Assets We follow a policy of broadly diversifying pension plan assets across asset classes and individual holdings. As a result, our plan assets have no significant concentrations of credit risk. Asset classes that are considered appropriate include U.S. equities, non-U.S. equities, U.S. fixed income, non-U.S. fixed income, real estate and private equity investments. Plan fiduciaries may consider and add other asset classes to the investment program from time to time. The target allocations for plan assets, aggregated across U.S. and international plans, are 28 percent in equity securities, 68 percent in debt securities and 4 percent in real estate. Generally, the plan investments are publicly traded; therefore, minimizing liquidity risk in the portfolio. The following is a description of the valuation methodologies used for the pension plan assets. There have been no changes in the methodologies used at December 31, 2025 and 2024. •Fair values of equity securities and government debt securities categorized in Level 1 are primarily based on quoted market prices in active markets for identical assets and liabilities. •Fair values of corporate debt securities, agency and mortgage-backed securities and government debt securities categorized in Level 2 are estimated using recently executed transactions and quoted market prices for similar assets and liabilities in active markets and for identical assets and liabilities in markets that are not active. If there have been no market transactions in a particular fixed income security, its fair value is calculated by pricing models that benchmark the security against other securities with actual market prices. When observable quoted market prices are not available, fair value is based on pricing models that use something other than actual market prices (e.g., observable inputs such as benchmark yields, reported trades and issuer spreads for similar securities), and these securities are categorized in Level 3 of the fair value hierarchy. •Fair values of investments in common/collective trusts are determined by the issuer of each fund based on the fair value of the underlying assets. •Fair values of mutual funds are based on quoted market prices, which represent the net asset value of shares held. •Time deposits are valued at cost, which approximates fair value. •Cash is valued at cost, which approximates fair value. Fair values of international cash equivalents categorized in Level 2 are valued using observable yield curves, discounting and interest rates. U.S. cash balances held in the form of short-term fund units that are redeemable at the measurement date are categorized as Level 2. •Fair values of exchange-traded derivatives classified in Level 1 are based on quoted market prices. For other derivatives classified in Level 2, the values are generally calculated from pricing models with market input parameters from third-party sources. •Fair values of insurance contracts are valued at the present value of the future benefit payments owed by the insurance company to the plans’ participants. •Fair values of real estate investments are valued using real estate valuation techniques and other methods that include reference to third-party sources and sales comparables where available. •A portion of U.S. pension plan assets is held as a participating interest in an insurance annuity contract, which is calculated as the market value of investments held under this contract, less the accumulated benefit obligation covered by the contract. The participating interest is classified as Level 3 in the fair value hierarchy as the fair value is determined via a combination of quoted market prices, recently executed transactions and an actuarial present value computation for contract obligations. At December 31, 2025, the participating interest in the annuity contract was valued at $40 million and consisted of $107 million in debt securities, less $67 million for the accumulated benefit obligation covered by the contract. At December 31, 2024, the participating interest in the annuity contract was valued at $42 million and consisted of $113 million in debt securities, less $71 million for the accumulated benefit obligation covered by the contract. The participating interest is not available for meeting general pension benefit obligations in the near term. No future company contributions are required and no new benefits are being accrued under this insurance annuity contract. The fair values of our pension plan assets at December 31, by asset class were as follows:
| Millions of Dollars |  |
| U.S. |  | International |  |
| Level 1 | Level 2 | Level 3 | Total |  | Level 1 | Level 2 | Level 3 | Total |  |
2025 |  |  |  |  |  |  |  |  |  |  |
Equity securities |  |  |  |  |  |  |  |  |  |  |
International | 1 |  | — |  | — |  | 1 |  |  | 1 |  | — |  | — |  | 1 |  |  |
Mutual funds | 20 |  | — |  | — |  | 20 |  |  | 514 |  | 103 |  | — |  | 617 |  |  |
Debt securities |  |  |  |  |  |  |  |  |  |  |
Corporate | — |  | — |  | 1 |  | 1 |  |  | — |  | — |  | — |  | — |  |  |
Mutual funds | — |  | — |  | — |  | — |  |  | 572 |  | — |  | — |  | 572 |  |  |
Private equity funds |  |  | 2 |  | 2 |  |  |  |  |  |  |  |
Cash and cash equivalents | 1 |  | — |  | — |  | 1 |  |  | 18 |  | — |  | — |  | 18 |  |  |
Insurance contracts |  |  | 4 |  | 4 |  |  |  |  |  |  |  |
Real estate | — |  | — |  | 2 |  | 2 |  |  | — |  | — |  | 169 |  | 169 |  |  |
Total in fair value hierarchy | $ | 22 |  | — |  | 9 |  | 31 |  |  | 1,105 |  | 103 |  | 169 |  | 1,377 |  |  |
Investments measured at net asset value* |  |  |  |  |  |  |  |  |  |  |
Equity securities |  |  |  |  |  |  |  |  |  |  |
Common/collective trusts |  |  |  | 353 |  |  |  |  |  | 325 |  |  |
Debt securities |  |  |  |  |  |  |  |  |  |  |
Common/collective trusts |  |  |  | 1,213 |  |  |  |  |  | 1,579 |  |  |
Cash and cash equivalents |  |  |  | 9 |  |  |  |  |  | — |  |  |
Real estate |  |  |  | 21 |  |  |  |  |  | — |  |  |
Total** | $ | 22 |  | — |  | 9 |  | 1,627 |  |  | 1,105 |  | 103 |  | 169 |  | 3,281 |  |  |
*In accordance with FASB ASC Topic 715, “Compensation—Retirement Benefits,” certain investments that are to be measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Change in Fair Value of Plan Assets. **Excludes the participating interest in the insurance annuity contract with a net asset of $40 million and net receivables related to security transactions of $2 million. The fair values of our pension plan assets at December 31, by asset class were as follows:
| Millions of Dollars
| U.S. |  | International
| Level 1 | Level 2 | Level 3 | Total |  | Level 1 | Level 2 | Level 3 | Total
2024 |  |  |  |  |  |  |  |  |
Equity securities |  |  |  |  |  |  |  |  |
U.S. | $ | 5 |  | — |  | — |  | 5 |  |  | — |  | — |  | — |  | — |
International | 38 |  | — |  | — |  | 38 |  |  | — |  | — |  | — |  | — |
Mutual funds | 17 |  | — |  | — |  | 17 |  |  | 445 |  | 77 |  | — |  | 522 |
Debt securities |  |  |  |  |  |  |  |  |
Corporate | — |  | 1 |  | — |  | 1 |  |  | — |  | — |  | — |  | — |
Mutual funds | — |  | — |  | — |  | — |  |  | 451 |  | — |  | — |  | 451 |
Private equity funds |  |  | 3 |  | 3 |  |  |  |  |  |
Cash and cash equivalents | — |  | — |  | — |  | — |  |  | 25 |  | — |  | — |  | 25 |
Insurance contracts |  |  | 4 |  | 4 |  |  |  |  |  |
Real estate | — |  | — |  | 3 |  | 3 |  |  | — |  | — |  | 136 |  | 136 |
Total in fair value hierarchy | $ | 60 |  | 1 |  | 10 |  | 71 |  |  | 921 |  | 77 |  | 136 |  | 1,134 |
Investments measured at net asset value* |  |  |  |  |  |  |  |  |
Equity securities |  |  |  |  |  |  |  |  |
Common/collective trusts |  |  |  | 479 |  |  |  |  |  | 194 |
Debt securities |  |  |  |  |  |  |  |  |
Common/collective trusts |  |  |  | 938 |  |  |  |  |  | 1,575 |
Cash and cash equivalents |  |  |  | 3 |  |  |  |  |  | — |
Real estate |  |  |  | 22 |  |  |  |  |  | — |
Total** | $ | 60 |  | 1 |  | 10 |  | 1,513 |  |  | 921 |  | 77 |  | 136 |  | 2,903 |
*In accordance with FASB ASC Topic 715, “Compensation—Retirement Benefits,” certain investments that are to be measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Change in Fair Value of Plan Assets. **Excludes the participating interest in the insurance annuity contract with a net asset of $42 million and net receivables related to security transactions of $5 million. Level 3 activity was not material for all periods presented. Our funding policy for U.S. plans is to contribute at least the minimum required by the Employee Retirement Income Security Act of 1974 and the Internal Revenue Code of 1986, as amended. Contributions to foreign plans are dependent upon local laws and tax regulations. In 2026, we expect to contribute approximately $160 million to our domestic qualified and nonqualified pension and postretirement benefit plans and $60 million to our international qualified and nonqualified pension and postretirement benefit plans. The following benefit payments, which are exclusive of amounts to be paid from the insurance annuity contract and which reflect expected future service, as appropriate, are expected to be paid:
| Millions of Dollars
| Pension Benefits |  | Other Benefits
| U.S. | Int’l. |  |
2026 | $ | 511 |  | 135 |  |  | 17 |
2027 | 279 |  | 139 |  |  | 17 |
2028 | 164 |  | 142 |  |  | 16 |
2029 | 161 |  | 146 |  |  | 14 |
2030 | 151 |  | 151 |  |  | 13 |
2031–2035 | 628 |  | 799 |  |  | 52 |
Restructuring Costs During 2025, we announced certain restructuring initiatives and reduced our overall employee workforce, resulting in associated severance expense of $286 million, with $214 million reported as “Production and operating expenses” and $72 million reported as “Selling, general and administrative expenses” on the consolidated income statement. Approximately $43 million was in Alaska, $87 million in Lower 48, $29 million in Canada, $48 million in Europe, Middle East and North Africa, $7 million in Asia Pacific and $72 million in Corporate and Other. In 2024, accruals included severance costs associated with contractual termination benefits applicable to officers and employees of Marathon Oil as of the acquisition date. See Note 3. The following table summarizes our severance accrual activity:
| Millions of Dollars
| 2025 | 2024 | 2023
Balance at January 1 | $ | 331 |  | 12 |  | 31 |
Accruals* | 365 |  | 328 |  | 1 |
Benefit payments | (320) |  | (9) |  | (20) |
Foreign currency translation adjustment | 2 |  | — |  | — |
Balance at December 31** | $ | 378 |  | 331 |  | 12 |
*Partner recoveries of $73 million are accrued as receivables as of December 31, 2025. The expenses in our consolidated income statement are presented net of this amount. **Of the remaining balance at December 31, 2025, $300 million is classified as short-term. Defined Contribution Plans Most U.S. employees are eligible to participate in a defined contribution plan. Company contributions can vary based on employee compensation and contribution elections, whether the employee is accruing benefits in a defined benefit plan and company discretion. Company contributions charged to expense for U.S. defined contribution plans were $160 million in 2025, $152 million in 2024 and $151 million in 2023. We have several defined contribution plans for our international employees, each with its own terms and eligibility depending on location. Total compensation expense recognized for these international plans was approximately $27 million in 2025, $25 million in 2024 and $23 million in 2023. Share-Based Compensation Plans The 2023 Omnibus Stock and Performance Incentive Plan of ConocoPhillips (Omnibus Plan) was approved by shareholders in May 2023, replacing similar prior plans and providing that no new awards shall be granted under the prior plans. Over its 10-year life, the Omnibus Plan allows the issuance of up to 36 million shares of our common stock for compensation to our employees and directors, but the available shares (i) are reduced by awards granted under the prior plan between the board adoption date (February 15, 2023) and the shareholder approval date (May 16, 2023) and (ii) are increased by any shares of common stock represented by awards granted under the Omnibus Plan or the prior plans that are forfeited, expire or are cancelled without delivery of shares of common stock or which result in the forfeiture of shares of common stock back to the company, excluding shares surrendered in payment of the exercise of a stock option or stock appreciation right, shares not issued in connection with the stock settlement of a stock appreciation right, or shares reacquired by the company using cash proceeds from the exercise of a stock option. The Human Resources and Compensation Committee of our Board of Directors is authorized to determine the types, terms, conditions and limitations of awards granted. Awards may be granted in the form of, but not limited to, stock options, RSUs and performance share units (PSU) to employees and non-employee directors who contribute to the company’s continued success and profitability. Total share-based compensation expense is measured using the grant date fair value for our equity-classified awards and the settlement date fair value for our liability-classified awards. We recognize share-based compensation expense over the shorter of the service period (i.e., the stated period of time required to earn the award) or, for awards that provide for retirement-based vesting, the period beginning at the start of the service period and ending upon the date when an employee first becomes eligible for retirement vesting under award terms. Other than certain retention awards, our share-based compensation programs generally provide accelerated vesting in whole or in part (i.e., a waiver of the remaining period of service required to earn an award) for awards held by employees at the time of their retirement. Some of our share-based awards vest ratably (i.e., portions of the award vest at different times) while some of our awards cliff vest (i.e., all of the award vests at the same time). We recognize expense on a straight-line basis over the service period for the entire award, whether the award was granted with ratable or cliff vesting. Compensation Expense—Total share-based compensation expense recognized in net income (loss) and the associated tax benefit were:
| Millions of Dollars
| 2025 | 2024 | 2023
Compensation cost | $ | 336 |  | 268 |  | 334 |
Tax benefit | 79 |  | 67 |  | 84 |
Stock Options—Stock options granted under the provisions of the Omnibus Plan and prior plans permit purchase of our common stock at exercise prices equivalent to the average fair market value of ConocoPhillips common stock on the date the options were granted. The options have terms of 10 years and generally vest ratably on the first, second and third anniversaries of the date of grant. Options awarded to certain employees already eligible for retirement vest within six months of the grant date, but those options do not become exercisable until the end of the normal vesting period. Beginning in 2018, stock option grants were discontinued. The following summarizes our stock option activity for the year ended December 31, 2025:
|  |  |  |  | Millions of Dollars
| Options |  | Weighted-Average Exercise Price |  | Aggregate Intrinsic Value
Outstanding at December 31, 2024 | 2,051,075 |  |  | $ | 43.16 |  |  | $ | 113 |
Exercised | (1,086,350) |  |  | 38.71 |  |  | 60 |
Outstanding at December 31, 2025 | 964,725 |  |  | $ | 48.17 |  |  | $ | 44 |
Vested at December 31, 2025 | 964,725 |  |  | $ | 48.17 |  |  | $ | 44 |
Exercisable at December 31, 2025 | 964,725 |  |  | $ | 48.17 |  |  | $ | 44 |
The weighted-average remaining contractual term of outstanding options, vested options and exercisable options at December 31, 2025, were all 1.03 years. The aggregate intrinsic value of options exercised was $63 million in 2024 and $58 million in 2023. During 2025, we received $15 million in cash and $27 million in cashless exercises and realized a tax benefit of $13 million from the exercise of options. At December 31, 2025, all outstanding stock options were fully vested with no remaining compensation cost to be recorded. Stock Unit Programs—RSUs granted annually under the provisions of the Omnibus Plan and the general and executive RSU programs vest in one installment on the third anniversary of the grant date. RSUs granted under the Omnibus Plan for a variable long-term incentive retention program vest ratably on the first, second and third anniversaries of the grant date. RSUs are also granted ad hoc to attract or retain key personnel, or assumed as a result of an acquisition, and the terms and conditions under which these RSUs vest vary by award. Stock-Settled Upon vesting, these RSUs are settled by issuing one share of ConocoPhillips common stock per unit. Units awarded to retirement eligible employees under the general and executive RSU programs may vest earlier; however, those units are not settled through the issuance of common stock until after the earlier of separation from the company or the end of the regularly scheduled vesting period. Until issued as stock, most recipients of the RSUs receive a cash payment of a dividend equivalent or an accrued reinvested dividend equivalent that is charged to retained earnings. The grant date fair market value of these RSUs is deemed equal to the average ConocoPhillips stock price on the grant date. The grant date fair market value of RSUs that do not receive a dividend equivalent while unvested is deemed equal to the average ConocoPhillips stock price on the grant date, less the net present value of the estimated dividends that will not be received. The following summarizes our stock-settled RSU activity for the year ended December 31, 2025:
| Stock Units |  | Weighted-Average Grant Date Fair Value |  | Millions of Dollars
|  |  | Total Fair Value
Outstanding at December 31, 2024 | 6,471,773 |  |  | $ | 104.89 |  |  |
Granted | 2,998,555 |  |  | 99.26 |  |  |
Forfeited | (274,989) |  |  | 103.37 |  |  |
Issued | (2,938,338) |  |  | 98.14 |  |  | $ | 285 |
Outstanding at December 31, 2025 | 6,257,001 |  |  | $ | 105.43 |  |  |
Not Vested at December 31, 2025 | 4,300,663 |  |  | $ | 105.25 |  |  |
At December 31, 2025, the remaining unrecognized compensation cost from the unvested stock-settled RSUs was $188 million, which will be recognized over a weighted-average period of 1.71 years, the longest period being 3.42 years. The weighted-average grant date fair value of stock-settled RSUs granted during 2024 and 2023 was $109.79 and $110.91, respectively. The total fair value of stock-settled RSUs issued during 2024 and 2023 was $410 million and $284 million, respectively. Performance Share Program—Under the Omnibus Plan, we also annually grant restricted PSUs to senior management. These PSUs are authorized three years prior to their effective grant date (the performance period). Compensation expense is initially measured using the average fair market value of ConocoPhillips common stock and is subsequently adjusted, based on changes in the ConocoPhillips stock price through the end of each subsequent reporting period, through the grant date for stock-settled awards and the settlement date for cash-settled awards. Stock-Settled Stock-settled PSUs are settled by issuing one share of ConocoPhillips common stock per unit. For performance periods beginning before 2009, PSUs do not vest until the employee becomes eligible for retirement by reaching age 55 with five years of service, and restrictions do not lapse until the employee separates from the company. With respect to awards for performance periods beginning in 2009 through 2012, PSUs do not vest until the earlier of the date the employee becomes eligible for retirement by reaching age 55 with five years of service or five years after the grant date of the award, and restrictions do not lapse until the earlier of the employee’s separation from the company or five years after the grant date (although recipients can elect to defer the lapsing of restrictions until separation). We recognize compensation expense for these awards beginning on the grant date and ending on the date the PSUs are scheduled to vest. Because these awards are authorized three years prior to the effective grant date, for employees eligible for retirement by or shortly after the grant date, we recognize compensation expense over the period beginning on the date of authorization and ending on the date of grant. Until issued as stock, recipients of the stock-settled PSUs issued prior to 2013 receive a cash payment of a dividend equivalent that is charged to retained earnings. Beginning in 2013, stock-settled PSUs authorized for future grants vest upon settlement following the conclusion of the three-year performance period. We recognize compensation expense over the period beginning on the date of authorization and ending on the conclusion of the performance period. Until issued as stock, recipients of these PSUs receive an accrued reinvested dividend equivalent that is charged to compensation expense. The following summarizes our stock-settled Performance Share Program activity for the year ended December 31, 2025:
|  |  | Weighted-Average Grant Date Fair Value |  | Millions of Dollars
| Stock Units |  |  | Total Fair Value
Outstanding at December 31, 2024 | 774,503 |  |  | $ | 50.75 |  |  |
Granted | 4,737 |  |  | 100.90 |  |  |
Issued | (193,286) |  |  | 52.05 |  |  | $ | 18 |
Outstanding at December 31, 2025 | 585,954 |  |  | $ | 50.73 |  |  |
At December 31, 2025, there was no remaining unrecognized compensation cost to be recorded on the unvested stock-settled performance shares. The weighted-average grant date fair value of stock-settled PSUs granted during 2024 and 2023 was $110.39 and $112.50, respectively. The total fair value of stock-settled PSUs issued during 2024 and 2023 was $23 million and $29 million, respectively. Cash-Settled In connection with and immediately following the separation of our Downstream businesses in 2012, grants of new cash-settled PSUs, subject to a shortened performance period, were authorized. Once granted, these PSUs vest, absent employee election to defer, on the earlier of five years after the grant date of the award or the date the employee becomes eligible for retirement. For employees eligible for retirement by or shortly after the grant date, we recognize compensation expense over the period beginning on the date of authorization and ending on the date of grant. Otherwise, we recognize compensation expense beginning on the grant date and ending on the date the PSUs are scheduled to vest. These PSUs are settled in cash equal to the fair market value of a share of ConocoPhillips common stock per unit on the settlement date and thus are classified as liabilities on the balance sheet. Until settlement occurs, recipients of the PSUs receive a cash payment of a dividend equivalent that is charged to compensation expense. Beginning in 2013, cash-settled PSUs vest upon settlement following the conclusion of the three-year performance period. We recognize compensation expense over the period beginning on the date of authorization and ending at the conclusion of the performance period. These PSUs will be settled in cash equal to the fair market value of a share of ConocoPhillips common stock per unit on the settlement date and are classified as liabilities on the balance sheet. For performance periods beginning before 2018, during the performance period, recipients of the PSUs do not receive a cash payment of a dividend equivalent, but after the performance period ends, until settlement in cash occurs, recipients of the PSUs receive a cash payment of a dividend equivalent that is charged to compensation expense. For the performance periods beginning in 2018 or later, recipients of the PSUs receive an accrued reinvested dividend equivalent that is charged to compensation expense. The accrued reinvested dividend is paid at the time of settlement, subject to the terms and conditions of the award. The following summarizes our cash-settled Performance Share Program activity for the year ended December 31, 2025:
|  |  | Weighted-Average Grant Date Fair Value |  | Millions of Dollars
| Stock Units |  |  | Total Fair Value
Outstanding at December 31, 2024 | 89,583 |  |  | $ | 98.20 |  |  |
Granted | 647,382 |  |  | 100.90 |  |  |
Settled | (659,340) |  |  | 100.14 |  |  | $ | 66 |
Outstanding at December 31, 2025 | 77,625 |  |  | $ | 94.00 |  |  |
At December 31, 2025, all outstanding cash-settled performance awards were fully vested with no remaining compensation cost to be recorded. The weighted-average grant date fair value of cash-settled PSUs granted during 2024 and 2023 was $110.39 and $112.50, respectively. The total fair value of cash-settled performance share awards settled during 2024 and 2023 was $171 million and $111 million, respectively. From inception of the Performance Share Program through 2013, approved PSU awards were granted after the conclusion of performance periods. Beginning in February 2014, initial target PSU awards are issued near the beginning of new performance periods. These initial target PSU awards will terminate at the end of the performance periods and will be settled after the performance periods have ended. Also in 2014, initial target PSU awards were issued for open performance periods that began in prior years. For the open performance period beginning in 2012, the initial target PSU awards terminated at the end of the three-year performance period and were replaced with approved PSU awards. For the open performance period beginning in 2013, the initial target PSU awards terminated at the end of the three-year performance period and were settled after the performance period ended. There is no effect on recognition of compensation expense. Other—In addition to the above active programs, we have outstanding shares of restricted stock and RSUs that were either issued as part of our non-employee director compensation program for current and former members of the company’s Board of Directors or as part of an executive compensation program that has been discontinued or assumed as a result of an acquisition. Generally, the recipients of the restricted shares or units receive a dividend or dividend equivalent. The following summarizes the aggregate activity of these restricted shares and units for the year ended December 31, 2025:
|  |  | Weighted-Average Grant Date Fair Value |  | Millions of Dollars
| Stock Units |  |  | Total Fair Value
Outstanding at December 31, 2024 | 629,681 |  |  | $ | 60.22 |  |  |
Granted | 43,292 |  |  | 98.68 |  |  |
Issued | (110,284) |  |  | 52.23 |  |  | $ | 12 |
Outstanding at December 31, 2025 | 562,689 |  |  | $ | 64.75 |  |  |
At December 31, 2025, all outstanding restricted stock and RSUs were fully vested with no remaining compensation cost to be recorded. The weighted-average grant date fair value of awards granted during 2024 and 2023 was $111.91 and $115.88, respectively. The total fair value of awards issued during 2024 and 2023 was $35 million and $46 million, respectively.

X
- References No definition available. + Details
Name: | us-gaap_CompensationAndRetirementDisclosureAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for retirement benefits. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 715 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (o) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480506/715-20-50-1 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 715 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (p) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480506/715-20-50-1 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 715 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (q) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480506/715-20-50-1 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 715 -SubTopic 60 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480266/715-60-50-3 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 715 -SubTopic 20 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org/1943274/2147480126/715-20-S99-2 Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 715 -SubTopic 70 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org/1943274/2147480794/715-70-50-1 Reference 7: http://www.xbrl.org/2003/role/exampleRef -Topic 715 -SubTopic 20 -Name Accounting Standards Codification -Section 55 -Paragraph 17 -Publisher FASB -URI https://asc.fasb.org/1943274/2147480482/715-20-55-17 Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 715 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (d)(iv)(03) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480506/715-20-50-1 Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 715 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (d)(i) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480506/715-20-50-1 Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 715 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (l) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480506/715-20-50-1 Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 715 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/715/tableOfContent Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 715 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (d)(iii) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480506/715-20-50-1 Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 715 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (r)(1) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480506/715-20-50-1 Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 715 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (r)(2) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480506/715-20-50-1 + Details
Name: | us-gaap_PensionAndOtherPostretirementBenefitsDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration