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

2020

2019

First

$

0.420

0.305

Second

0.420

0.305

Third

0.420

0.305

Fourth

0.430

0.420

Number of Stockholders of Record at January

31, 2021*

40,483

*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.

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, 2020

4,805,220

$

34.68

4,805,220

$

14,483

November 1-30, 2020

-

-

-

14,483

December 1-31, 2020

-

-

-

14,483

4,805,220

$

34.68

4,805,220

*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, which has a current total program

authorization of $25 billion of our common stock.

As of December 31, 2020,

we had repurchased $10.5

billion of shares.

Repurchases

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 “Item 1A—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 TSR

for ConocoPhillips’ common stock in each of the five

years

from December 31, 2015 to December 31,

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 Chevron,

ExxonMobil, Apache, Marathon Oil Corporation,

Devon, Occidental, Hess, and EOG weighted

according to

the respective peer’s stock market capitalization at the

beginning of each annual period.

For the 2019 Stock

Performance Graph, Noble Energy was also presented

within the peer group.

However, due to Chevron’s

acquisition of Noble Energy completed in 2020, Noble

Energy’s performance has been excluded from all five

years of the peer group performance.

The comparison assumes $100 was invested on

December 31, 2015, in ConocoPhillips stock, the S&P

Index and ConocoPhillips’ peer group 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.