What the changes say
- Dropping Marathon Oil integration risks shows the deal has stabilized.
- Updating 2025 WTI oil price ranges from $80 to $55 reflects falling commodity values.
- Removing VROC commentary highlights shifts in capital return strategies.
What changed since the prior 10-K
New
- NewLegal and Regulatory Risks
We paid a quarterly ordinary dividend to our shareholders in each quarter of 2025. Our Board may determine not to pay a dividend in a quarter or may cease declaring a dividend at any time
Dividends and $25.7 billion in share buybacks as of December 31, 2025, are subject to board discretion and market downturns like 2020.
Dropped
- DroppedRisks 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
- DroppedRisks Related to Our Acquisition of Marathon Oil
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
- DroppedRisks Related to Our Acquisition of Marathon Oil
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
Reworded
- 81% rewrittenLegal and Regulatory Risks
Our ability to execute our capital return program is subject to certain considerations
Removed specific details about 2024 VROC payments, focusing generally on ordinary dividends and capital return considerations.
- 41% rewrittenRisks Related to Our Industry
Our ability to successfully execute on our plans to reduce operational GHG emissions intensity is subject to a number of risks and uncertainties and such reductions may be costly and challenging to achieve
Renamed the internal framework from Climate Risk Strategy to Climate-related Risk Strategy.
- 34% rewrittenLegal and Regulatory Risks
We expect to continue to incur substantial capital expenditures and operating costs as a result of our compliance with existing and future environmental laws and regulations
Updated cross-references and environmental compliance obligations.
- 27% rewrittenRisks Related to Our Industry
Our operating results, our ability to execute on our strategy and the carrying value of our assets are exposed to the effects of volatile commodity prices or prolonged periods of low commodity prices
Updated 2024 WTI crude oil price range of $66 to $87 to a 2025 range of $55 to $80.
- 22% rewrittenLegal and Regulatory Risks
Political and economic factors in international markets could have a material adverse effect on us
Updated foreign metrics to 29 percent of hydrocarbon production and 31 percent of proved reserves outside the U.S. for 2025.
All 18 risk factors
Headings as the filing states them, in filing order.
Risks Related to Our Industry
- 01Our operating results, our ability to execute on our strategy and the carrying value of our assets are exposed to the effects of volatile commodity prices or prolonged periods of low commodity prices27% rewritten
- 02If we do not successfully develop resources, the scope of our business will decline, and our financial condition and results of operations may be adversely affected
- 03The exploration and production of oil and gas is a highly competitive industry
- 04Our ability to successfully execute on our plans to reduce operational GHG emissions intensity is subject to a number of risks and uncertainties and such reductions may be costly and challenging to achieve41% rewritten
- 05Estimates of crude oil, bitumen, natural gas and NGL reserves are imprecise and may be subject to revision, and any material change in the factors and assumptions underlying our estimates of crude oil, bitumen, natural gas and NGL reserves could impair the quantity and value of those reserves
- 06Our ability to manage risk or influence outcomes in joint ventures may be constrained
- 07Our operations are subject to hazards and risks that require significant and continuous oversight
Legal and Regulatory Risks
- 08We expect to continue to incur substantial capital expenditures and operating costs as a result of our compliance with existing and future environmental laws and regulations34% rewritten
- 09Broader investor and societal attention to and efforts to address global climate change may limit who can do business with us or our access to financial markets and could subject us to litigation
- 10Political and economic developments could damage our operations and materially reduce our profitability and cash flows
- 11Political and economic factors in international markets could have a material adverse effect on us22% rewritten
- 12We may need additional capital in the future, and it may not be available on acceptable terms or at all
- 13Our business may be adversely affected by deterioration in the credit quality of, or defaults under our contracts with, third parties with whom we do business
- 14Our ability to execute our capital return program is subject to certain considerations81% rewritten
- 15We paid a quarterly ordinary dividend to our shareholders in each quarter of 2025. Our Board may determine not to pay a dividend in a quarter or may cease declaring a dividend at any timeNew
- 16There are substantial risks with any acquisitions or divestitures we have completed or that we may choose to undertake
- 17Our technologies, systems and networks are subject to cybersecurity threats
- 18Our increasing reliance on IT in our production, distribution and marketing systems may allow cybersecurity threats to disrupt our oil and gas operations, both domestically and abroad
Other ConocoPhillips 10-Ks
- FY2024 10-K risk factors20 risks
ConocoPhillips faces dominant risks from commodity price volatility, reserve replacement challenges, and geopolitical uncertainties. Integration of the Marathon Oil acquisition and environmental compliance introduce significant additional operational complexities.
Filed Feb 18, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.