Item 5. Market for Registrant's

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

2021

2020

First

$

0.430

0.420

Second

0.430

0.420

Third

0.430

0.420

Fourth

0.460

0.430

Number of Stockholders of Record

at January 31, 2022*

38,099

*In determining the number of stockholders, we consider clearing agencies and security position

listings as one stockholder for each agency

listing.

In December 2021, we announced the addition of a VROC tier to our return

of capital program.

The declaration of

ordinary and VROC dividends are subject to

the discretion and approval of our Board

of Directors.

The Board has

adopted a dividend declaration policy

providing that the declaration of any

dividends will be determined quarterly.

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 considerations.”

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, 2021

6,100,833

$

73.36

6,100,833

$

11,811

November 1-30, 2021

6,367,204

73.42

6,367,204

11,344

December 1-31, 2021

6,751,987

71.65

6,751,987

10,860

19,220,024

$

19,220,024

• 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, 2021, we had repurchased $14.1 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.

For more information

see “Item 1A—Risk Factors – Our ability to execute our capital return program is

subject to certain considerations.”

ConocoPhillips

2021 10-K

Stock Performance Graph

The following graph shows the cumulative

TSR for ConocoPhillips’ common stock

in each of the five years from

December 31, 2016 to December 31, 2021.

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.

The comparison assumes $100 was invested

on December 31, 2016, in ConocoPhillips stock, the S&P 500 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.

Management’s Discussion and Analysis

ConocoPhillips

2021 10-K