Item 5. MARKET FOR REGISTRANT’S COMMON

MARKET FOR REGISTRANT’S COMMON

EQUITY, RELATED

STOCKHOLDER

MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

ConocoPhillips’ common stock is traded on the

New York Stock Exchange, under the symbol “COP.”

Cash Dividends Per Share

Dividends

2019

2018

First

$

0.305

0.285

Second

0.305

0.285

Third

0.305

0.285

Fourth

0.420

0.305

Number of Stockholders of Record at January

31, 2020*

41,821

*In determining the number of stockholders, we consider clearing

agencies and security position listings as one stockholder for each

agency

listing.

The declaration of dividends is subject to the discretion

of our Board of Directors, and may be affected by

various factors, including our future earnings,

financial condition, capital requirements,

levels of indebtedness,

credit ratings and other considerations our Board of

Directors deems relevant.

Our Board of Directors has

adopted a quarterly dividend declaration policy providing

that the declaration of any dividends will be

determined quarterly by the Board of Directors

taking into account such factors as our

business model,

prevailing business conditions and our financial

results and capital requirements, without a predetermined

annual net income payout ratio.

On February 1, 2018, we announced that our Board

of Directors approved an increase in the

quarterly dividend

to $0.285 per share, compared with the previous

quarterly dividend of $0.265 per share.

On October 5, 2018, we announced that our Board

of Directors approved an increase in the

quarterly dividend

to $0.305 per share, compared with the previous

quarterly dividend of $0.285 per share.

On October 7, 2019, we announced that our Board

of Directors approved an increase in the quarterly

dividend

to $0.42 per share, compared with the previous

quarterly dividend of $0.305 per share.

Issuer Purchases of Equity Securities

Millions of Dollars

Approximate Dollar

Shares Purchased

Value

of Shares

Average

as Part of Publicly

that May Yet Be

Total Number of

Price Paid

Announced Plans

Purchased Under the

Period

Shares Purchased

Per Share

or Programs

Plans or Programs

October 1-31, 2019

4,844,970

$

55.54

4,844,970

$

5,855

November 1-30, 2019

4,020,276

58.20

4,020,276

5,621

December 1-31, 2019

3,943,490

62.31

3,943,490

5,375

12,808,736

$

58.46

12,808,736

*There were no repurchases of common stock from company employees in connection with the company's broad-based employee incentive plans.

In late 2016, we initiated our current share repurchase

program.

As of December 31, 2019, we had announced

a total authorization to repurchase $15 billion

of our common stock.

We repurchased $3 billion in 2017, $3

billion in 2018 and $3.5 billion in 2019.

Of the remaining authorization, we expect to

repurchase $3 billion in

In February 2020, we announced that the

Board of Directors approved an increase

to our repurchase

authorization from $15 billion to $25 billion,

to support our plan for future share repurchases.

Acquisitions for

the share repurchase program are made at management’s discretion,

at prevailing prices, subject to market

conditions and other factors.

Except as limited by applicable legal requirements,

repurchases may be

increased, decreased or discontinued at any time

without prior notice.

Shares of stock repurchased under the

plan are held as treasury shares.

See Risk Factors “Our ability to declare

and pay dividends and repurchase

shares is subject to certain considerations.”

Stock Performance Graph

The following graph shows the cumulative total

shareholder return (TSR) for ConocoPhillips’

common stock

in each of the five years from December 31, 2014,

to December 31, 2019.

The graph also compares the

cumulative total returns for the same five-year period

with the S&P 500 Index, the performance peer

group

used in the prior fiscal year (the “Prior Peer

Group”) and a new performance peer group for

the current fiscal

year (the “New Peer Group”).

The Prior Peer Group consists of BP, Chevron, ExxonMobil, Royal Dutch

Shell, Total, Apache, Devon, Marathon Oil Corporation and Occidental,

weighted according to the respective

peer’s stock market capitalization at the beginning

of each annual period.

For the purpose of aligning to

performance peers with similar complexities

and portfolios, the New Peer Group excludes

BP,

Royal Dutch

Shell, and Total, and includes Noble Energy, Hess, and EOG Resources.

For the 2018 Stock Performance

Graph, Anadarko was also presented within

the Prior Peer Group.

However, due to Anadarko’s acquisition by

Occidental completed in 2019, Anadarko’s performance has been excluded

from all five years of the Prior Peer

Group performance.

The comparison assumes $100 was invested

on December 31, 2014, in ConocoPhillips

stock, the S&P 500 Index and ConocoPhillips’

peer groups

and assumes that all dividends were reinvested.

The cumulative total returns of the peer group companies'

common stock do not include the cumulative

total

return of ConocoPhillips’ common stock.

The stock price performance included in this

graph is not

necessarily indicative of future stock price performance.

*Prior Peer Group: BP; Chevron; ExxonMobil; Royal Dutch Shell; Total; Apache; Devon, Marathon Oil Corporation; Occidental.

**New Peer Group: Chevron; ExxonMobil; Apache; Devon; EOG Resources; Hess; Marathon Oil Corporation;

Noble Energy; Occidental.