What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2022-02-17 compared with 2021-02-16 · 68 added, 69 removed, 18 unchanged (88% of the section changed)

MARKET FOR REGISTRANT’S COMMON

EQUITY, RELATED

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.”

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

*In determining the number of stockholders, we consider clearing

agencies and security position listings as one stockholder for each

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.

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.”

Issuer Purchases of Equity Securities

2 unchanged sentences

Shares Purchased

Value of Shares

as Part of Publicly

that May Yet Be

Total Number of

Announced Plans

5 unchanged sentences

December 1-31, 2021

*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.

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.”

* 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

Stock Performance Graph

The following graph shows the cumulative TSR

for ConocoPhillips’ common stock in each of the five

from December 31, 2015 to December 31,

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

ExxonMobil, Apache, Marathon Oil Corporation,

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

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

ConocoPhillips’ common stock.

The stock price performance included in this

graph is not necessarily

indicative of future stock price performance.

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

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