What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2023-02-16 compared with 2022-02-17 · 36 added, 74 removed, 12 unchanged (90% of the section changed)

Market for Registrant's

Common Equity, Related

Matters and Issuer Purchases of Equity Securities

ConocoPhillips’ common stock is traded

on the New York Stock

Exchange, under the symbol “COP.”

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

Number of Stockholders of Record

at January 31, 2022*

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

listings as one stockholder for each agency

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.”

Ordinary VROC Ordinary VROC

First $ 0.46 0.30 0.43

Second 0.46 0.70 0.43

Third 0.46 1.40 0.43

Fourth 0.51 0.70 0.46 0.20

Number of Stockholders of Record at January 31, 2023* 36,132

Dividends shown above reflect the quarter in which the dividend was declared.

*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 dividends and VROC 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

Period Total Number of

Shares Purchased* Average

Per Share Shares Purchased

as Part of Publicly

Announced Plans

or Programs Approximate Dollar

Value of Shares

that May Yet Be

Purchased Under the

Shares Purchased

Plans or Programs

2 unchanged sentences

December 1-31, 2022 8,635,020 115.98 8,635,020 21,591

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

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

Repurchases are made at management’s

discretion, at prevailing

prices, subject to market conditions

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

For more information

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

subject to certain considerations.”

ConocoPhillips

22,721,049 22,721,049

* 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.

In October 2022, our Board of Directors approved an increase to our authorization from $25 billion to $45 billion of common stock to support our plan for future share repurchases.

As of December 31, 2022, we had repurchased $23.4 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 2022 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

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

the peer group companies' common stock

do not include the cumulative total return

of ConocoPhillips’ common

The stock price performance included in this graph

is not necessarily indicative of future stock

The following graph shows the cumulative TSR for ConocoPhillips’ common stock in each of the five years from December 31, 2017 to December 31, 2022.

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, 2017, 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.

ConocoPhillips 2022 10-K

Management’s Discussion and Analysis

ConocoPhillips

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity