CONOCOPHILLIPS (Form: 10-Q, Received: 10/30/2012 15:07:09)

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2012

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-32395

ConocoPhillips

(Exact name of registrant as specified in its charter)


Delaware		01-0562944
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

600 North Dairy Ashford, Houston, TX 77079
(Address of principal executive offices) (Zip Code)

281-293-1000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

The registrant had 1,213,894,641 shares of common stock, $.01 par value, outstanding at September 30, 2012.

CONOCOPHILLIPS

TABLE OF CONTENTS


	Page
Part I—Financial Information

Item 1. Financial Statements
Consolidated Income Statement		1
Consolidated Statement of Comprehensive Income		2
Consolidated Balance Sheet		3
Consolidated Statement of Cash Flows		4
Consolidated Statement of Changes in Equity		5
Notes to Consolidated Financial Statements		6
Supplementary Information—Condensed Consolidating Financial Information		28

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		33

Item 3. Quantitative and Qualitative Disclosures About Market Risk		54

Item 4. Controls and Procedures		54

Part II—Other Information

Item 1. Legal Proceedings		55

Item 1A. Risk Factors		56

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		56

Item 6. Exhibits		57

Signature		58

PART I. FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS


Consolidated Income Statement		ConocoPhillips


	Millions of Dollars
	Three Months Ended September 30						Nine Months Ended September 30
	2012			2011			2012			2011

Revenues and Other Income
Sales and other operating revenues	$	14,520			16,506			43,492			49,462
Equity in earnings of affiliates		409			443			1,424			1,144
Gain (loss) on dispositions		118			(260	)		1,641			388
Other income		42			6			168			172

Total Revenues and Other Income		15,089			16,695			46,725			51,166


Costs and Expenses
Purchased commodities		6,436			7,976			18,314			22,615
Production and operating expenses		1,711			1,767			5,232			4,941
Selling, general and administrative expenses		330			145			892			596
Exploration expenses		219			266			1,168			706
Depreciation, depletion and amortization		1,699			1,645			4,948			5,339
Impairments		—			—			296			—
Taxes other than income taxes		676			904			2,683			2,986
Accretion on discounted liabilities		102			107			314			319
Interest and debt expense		161			230			548			729
Foreign currency transaction (gains) losses		(1	)		50			18			75

Total Costs and Expenses		11,333			13,090			34,413			38,306

Income from continuing operations before income taxes		3,756			3,605			12,312			12,860
Provision for income taxes		1,945			2,110			6,505			6,748

Income From Continuing Operations		1,811			1,495			5,807			6,112
Income from discontinued operations		2			1,136			1,250			2,980

Net income		1,813			2,631			7,057			9,092
Less: net income attributable to noncontrolling interests		(15	)		(15	)		(55	)		(46	)

Net Income Attributable to ConocoPhillips	$	1,798			2,616			7,002			9,046


Net Income Attributable to ConocoPhillips Per Share of Common Stock (dollars)
Basic
Continuing operations	$	1.47			1.09			4.60			4.35
Discontinued operations		—			0.84			1.00			2.13

Net Income Attributable to ConocoPhillips Per Share of Common Stock	$	1.47			1.93			5.60			6.48

Diluted
Continuing operations	$	1.46			1.08			4.56			4.31
Discontinued operations		—			0.83			0.99			2.11

Net Income Attributable to ConocoPhillips Per Share of Common Stock	$	1.46			1.91			5.55			6.42


Dividends Paid Per Share of Common Stock (dollars)	$	0.66			0.66			1.98			1.98


Average Common Shares Outstanding (in thousands)
Basic		1,220,462			1,357,710			1,250,641			1,396,216
Diluted		1,229,343			1,369,562			1,260,212			1,408,846

See Notes to Consolidated Financial Statements.


Consolidated Statement of Comprehensive Income			ConocoPhillips


	Millions of Dollars
	Three Months Ended September 30						Nine Months Ended September 30
	2012			2011			2012			2011

Net Income	$	1,813			2,631			7,057			9,092

Other comprehensive income (loss)
Defined benefit plans
Prior service cost arising during the period		—			—			—			—
Reclassification adjustment for amortization of prior service cost (credit) included in net income		(1	)		1			(3	)		2

Net change		(1	)		1			(3	)		2

Net actuarial loss arising during the period		(432	)		—			(470	)		—
Reclassification adjustment for amortization of prior net losses included in net income		189			70			327			173

Net change		(243	)		70			(143	)		173
Nonsponsored plans*		—			6			5			17
Income taxes on defined benefit plans		94			(29	)		67			(69	)

Defined benefit plans, net of tax		(150	)		48			(74	)		123

Unrealized holding gain on securities**		—			—			1			8
Reclassification adjustment for gain included in net income		—			—			—			(255	)
Income taxes on unrealized holding gain on securities		—			—			—			89

Unrealized gain (loss) on securities, net of tax		—			—			1			(158	)

Foreign currency translation adjustments		925			(2,486	)		1,244			(1,023	)
Reclassification adjustment for loss included in net income		(320	)		(516	)		(319	)		(516	)
Income taxes on foreign currency translation adjustments		7			32			21			3

Foreign currency translation adjustments, net of tax		612			(2,970	)		946			(1,536	)

Hedging activities		—			—			6			1
Income taxes on hedging activities		—			—			—			—

Hedging activities, net of tax		—			—			6			1

Other Comprehensive Income (Loss), Net of Tax		462			(2,922	)		879			(1,570	)

Comprehensive Income (Loss)		2,275			(291	)		7,936			7,522
Less: comprehensive income attributable to noncontrolling interests		(15	)		(15	)		(55	)		(46	)

Comprehensive Income (Loss) Attributable to ConocoPhillips	$	2,260			(306	)		7,881			7,476

*Plans for which ConocoPhillips is not the primary obligor—primarily those administered by equity affiliates.

**Available-for-sale securities of LUKOIL.

See Notes to Consolidated Financial Statements.


Consolidated Balance Sheet			ConocoPhillips


	Millions of Dollars
	September 30 2012			December 31 2011**

Assets
Cash and cash equivalents	$	1,268			5,780
Short-term investments*		—			581
Restricted cash		2,468			—
Accounts and notes receivable (net of allowance of $12 million in 2012 and $30 million in 2011)		9,021			14,648
Accounts and notes receivable—related parties		162			1,878
Inventories		1,176			4,631
Prepaid expenses and other current assets		1,686			2,700

Total Current Assets		15,781			30,218
Investments and long-term receivables		23,500			32,108
Loans and advances—related parties		1,564			1,675
Net properties, plants and equipment (net of accumulated depreciation, depletion and amortization of $59,890 million in 2012 and $65,029 million in 2011)		73,612			84,180
Goodwill		—			3,332
Intangibles		10			745
Other assets		902			972

Total Assets	$	115,369			153,230


Liabilities
Accounts payable	$	9,133			17,973
Accounts payable—related parties		849			1,680
Short-term debt		2,335			1,013
Accrued income and other taxes		2,837			4,220
Employee benefit obligations		678			1,111
Other accruals		1,551			2,071

Total Current Liabilities		17,383			28,068
Long-term debt		18,782			21,610
Asset retirement obligations and accrued environmental costs		8,421			9,329
Joint venture acquisition obligation—related party		3,006			3,582
Deferred income taxes		14,155			18,040
Employee benefit obligations		3,222			4,068
Other liabilities and deferred credits		2,523			2,784

Total Liabilities		67,492			87,481


Equity
Common stock (2,500,000,000 shares authorized at $.01 par value)
Issued (2012—1,757,089,796 shares; 2011—1,749,550,587 shares)
Par value		18			17
Capital in excess of par		45,130			44,725
Treasury stock (at cost: 2012—543,195,155 shares; 2011—463,880,628 shares)		(36,845	)		(31,787)
Accumulated other comprehensive income		4,339			3,246
Unearned employee compensation		—			(11)
Retained earnings		34,764			49,049

Total Common Stockholders’ Equity		47,406			65,239
Noncontrolling interests		471			510

Total Equity		47,877			65,749

Total Liabilities and Equity	$	115,369			153,230

*Includes marketable securities of:	$	—			232
*Certain amounts have been restated to reflect a prior period adjustment. See Note 16—Accumulated Other Comprehensive Income, in the Notes to Consolidated Financial Statements.*

See Notes to Consolidated Financial Statements.


Consolidated Statement of Cash Flows			ConocoPhillips


	Millions of Dollars
	Nine Months Ended September 30
	2012			2011

Cash Flows From Operating Activities
Net income	$	7,057			9,092
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation, depletion and amortization		4,948			5,339
Impairments		296			—
Dry hole costs and leasehold impairments		703			290
Accretion on discounted liabilities		314			319
Deferred taxes		878			230
Undistributed equity earnings		(401	)		(292	)
Gain (loss) on dispositions		(1,641	)		(388	)
Income from discontinued operations		(1,250	)		(2,980	)
Other		(54	)		(180	)
Working capital adjustments
Decrease (increase) in accounts and notes receivable		(1,804	)		(109	)
Decrease (increase) in inventories		3			8
Decrease (increase) in prepaid expenses and other current assets		456			(223	)
Increase (decrease) in accounts payable		894			893
Increase (decrease) in taxes and other accruals		(553	)		(603	)

Net cash provided by continuing operating activities		9,846			11,396
Net cash provided by discontinued operations		206			2,438

Net Cash Provided by Operating Activities		10,052			13,834


Cash Flows From Investing Activities
Capital expenditures and investments		(11,337	)		(8,747	)
Proceeds from asset dispositions		2,088			1,954
Net sales (purchases) of short-term investments		597			(1,623	)
Long-term advances/loans—related parties		(19	)		(14	)
Collection of advances/loans—related parties		100			88
Other		177			39

Net cash used in continuing investing activities		(8,394	)		(8,303	)
Net cash provided by (used in) discontinued operations		(304	)		164

Net Cash Used in Investing Activities		(8,698	)		(8,139	)


Cash Flows From Financing Activities
Issuance of debt		485			—
Repayment of debt		(1,668	)		(419	)
Special cash distribution from Phillips 66		7,818			—
Change in restricted cash		(2,468	)		—
Issuance of company common stock		83			109
Repurchase of company common stock		(5,098	)		(7,984	)
Dividends paid		(2,469	)		(2,761	)
Other		(547	)		(542	)

Net cash used in continuing financing activities		(3,864	)		(11,597	)
Net cash used in discontinued operations		(2,019	)		(21	)

Net Cash Used in Financing Activities		(5,883	)		(11,618	)


Effect of Exchange Rate Changes on Cash and Cash Equivalents		17			(94	)


Net Change in Cash and Cash Equivalents		(4,512	)		(6,017	)
Cash and cash equivalents at beginning of period		5,780			9,454

Cash and Cash Equivalents at End of Period	$	1,268			3,437

See Notes to Consolidated Financial Statements.


Consolidated Statement of Changes in Equity			ConocoPhillips


	Millions of Dollars
	Attributable to ConocoPhillips
	Common Stock
	Par Value		Capital in Excess of Par		Treasury Stock			Accum. Other Comprehensive Income		Unearned Employee Compensation			Retained Earnings			Noncontrolling Interests			Total

December 31, 2011*	$	17		44,725		(31,787	)		3,246		(11	)		49,049			510			65,749
Net income														7,002			55			7,057
Other comprehensive income									879											879
Cash dividends paid														(2,469	)					(2,469	)
Repurchase of company common stock						(5,098	)													(5,098	)
Distributions to noncontrolling interests and other																	(63	)		(63	)
Distributed under benefit plans		1		405		40														446
Recognition of unearned compensation											11									11
Separation of Downstream business									214					(18,837	)		(31	)		(18,654	)
Other														19						19

September 30, 2012	$	18		45,130		(36,845	)		4,339		—			34,764			471			47,877

*	Certain amounts have been restated to reflect a prior period adjustment. See Note 16—Accumulated Other Comprehensive Income, in the Notes to Consolidated Financial Statements.

See Notes to Consolidated Financial Statements.


Notes to Consolidated Financial Statements		ConocoPhillips

Note 1—Basis of Presentation

The interim-period financial information presented in the financial statements included in this report is unaudited and, in the opinion of management, includes all known accruals and adjustments necessary for a fair presentation of the consolidated financial position of ConocoPhillips and its results of operations and cash flows for such periods. All such adjustments are of a normal and recurring nature unless otherwise disclosed. Certain notes and other information have been condensed or omitted from the interim financial statements included in this report. Therefore, these financial statements should be read in conjunction with the consolidated financial statements and notes included in our 2011 Annual Report on Form 10-K.

The results of operations for our refining, marketing and transportation businesses; most of our Midstream segment; our Chemicals segment; and our power generation and certain technology operations included in our Emerging Businesses segment (collectively, our “Downstream business”), have been classified as discontinued operations for all periods presented. See Note 2—Separation of Downstream Business, for additional information. Unless indicated otherwise, the information in the Notes to the Consolidated Financial Statements relates to our continuing operations.

Note 2—Separation of Downstream Business

On April 30, 2012, the separation of our Downstream business was completed, creating two independent energy companies: ConocoPhillips and Phillips 66. After the close of the New York Stock Exchange on April 30, 2012, the shareholders of record as of 5:00 p.m. Eastern time on April 16, 2012 (the Record Date), received one share of Phillips 66 common stock for every two ConocoPhillips common shares held as of the Record Date.

In connection with the separation, Phillips 66 distributed approximately $7.8 billion to us in a special cash distribution, primarily using the proceeds from the private placement of $5.8 billion in Senior Notes issued by Phillips 66 in March 2012, as well as a portion of the approximately $3.6 billion in cash transferred to Phillips 66 at separation, consisting of funds received from the $2.0 billion term loan that Phillips 66 entered into immediately prior to the separation, and approximately $1.6 billion of cash held by Phillips 66 subsidiaries. Pursuant to a private letter ruling from the Internal Revenue Service, the principal funds from the special cash distribution will be used solely to pay dividends, repurchase common stock, repay debt, or a combination of the foregoing, within twelve months following the distribution. At September 30, 2012, the remaining balance of the cash distribution was $2,468 million and was included in the “Restricted cash” line on our consolidated balance sheet.

In order to effect the separation and govern our relationship with Phillips 66 after the separation, we entered into a Separation and Distribution Agreement, an Indemnification and Release Agreement, an Intellectual Property Assignment and License Agreement, a Tax Sharing Agreement, an Employee Matters Agreement and a Transition Services Agreement. The Separation and Distribution Agreement governs the separation of the Downstream business, the transfer of assets and other matters related to our relationship with Phillips 66. The Indemnification and Release Agreement provides for cross-indemnities between Phillips 66 and us and established procedures for handling claims subject to indemnification and related matters. The Intellectual Property Assignment and License Agreement governs the allocation of intellectual property rights and assets between Phillips 66 and us.

The Tax Sharing Agreement governs the respective rights, responsibilities and obligations of Phillips 66 and ConocoPhillips with respect to taxes, tax attributes, tax returns, tax proceedings and certain other tax matters. In addition, the Tax Sharing Agreement imposes certain restrictions on Phillips 66 and its subsidiaries (including restrictions on share issuances, business combinations, sales of assets and similar transactions) that

are designed to preserve the tax-free status of the distribution and certain related transactions. The Tax Sharing Agreement sets forth the obligations of Phillips 66 and us as to the filing of tax returns, the administration of tax proceedings and assistance and cooperation on tax matters.

The Employee Matters Agreement governs the compensation and employee benefit obligations with respect to the current and former employees and non-employee directors of Phillips 66 and ConocoPhillips, and generally allocates liabilities and responsibilities relating to employee compensation, benefit plans and programs. The Employee Matters Agreement provides that employees of Phillips 66 will no longer participate in benefit plans sponsored or maintained by ConocoPhillips. In addition, the Employee Matters Agreement provides that each of the parties will be responsible for their respective current employees and compensation plans for such current employees, and we will be responsible for all liabilities relating to former employees. The Employee Matters Agreement sets forth the general principles relating to employee matters and also addresses any special circumstances during the transition period. The Employee Matters Agreement also provides that (i) the distribution does not constitute a change in control under existing plans, programs, agreements or arrangements, and (ii) the distribution and the assignment, transfer or continuation of the employment of employees with another entity will not constitute a severance event under the applicable plans, programs, agreements or arrangements.

The Transition Services Agreement sets forth the terms on which we will provide Phillips 66, and Phillips 66 will provide to us, certain services or functions Phillips 66 and ConocoPhillips historically have shared. Transition services include administrative, payroll, human resources, data processing, environmental health and safety, financial audit support, financial transaction support, and other support services, information technology systems and various other corporate services. The agreement provides for the provision of specified transition services, generally for a period of up to 12 months, with a possible extension of 6 months (an aggregate of 18 months), on a cost or a cost-plus basis.

The following table presents the carrying value of the major categories of assets and liabilities of Phillips 66, immediately preceding the separation of our Downstream business on April 30, 2012, excluded from our consolidated balance sheet at September 30, 2012:


	Millions of Dollars

Assets
Cash and cash equivalents	$	3,603
Accounts and notes receivable		7,295
Accounts and notes receivable—related parties		1,501
Inventories		5,017
Prepaid expenses and other current assets		996

Total current assets of discontinued operations		18,412
Investments and long-term receivables		10,826
Loans and advances—related parties		1
Net properties, plants and equipment		15,258
Goodwill		3,330
Intangibles		730
Other assets		95

Total assets of discontinued operations	$	48,652


Liabilities
Accounts payable	$	12,064
Accounts payable—related parties		938
Short-term debt		7,814
Accrued income and other taxes		493
Employee benefit obligations		219
Other accruals		952

Total current liabilities of discontinued operations		22,480
Long-term debt		175
Asset retirement obligations and accrued environmental costs		771
Deferred income taxes		4,980
Employee benefit obligations		1,166
Other liabilities and deferred credits		426

Total liabilities of discontinued operations	$	29,998

Sales and other operating revenues and income from discontinued operations were as follows:


	Millions of Dollars
	Three Months Ended September 30			Nine Months Ended September 30
		2012	2011		2012	2011

Sales and other operating revenues from discontinued operations	$	2	50,590		62,109	147,954

Income from discontinued operations before-tax	$	2	1,574		1,792	4,307
Income tax expense		—	438		542	1,327

Income from discontinued operations	$	2	1,136		1,250	2,980

Income from discontinued operations after-tax includes transaction, information systems and other costs incurred to effect the separation of $70 million for the nine-month period ended September 30, 2012. No separation costs were incurred during the first nine months of 2011.

Prior to the separation, commodity sales to Phillips 66 were $4,973 million for the nine-month period ended September 30, 2012, and $4,012 million and $11,611 million for the three- and nine-month periods ended September 30, 2011. Prior to the separation, commodity purchases from Phillips 66 were $166 million for the nine-month period ended September 30, 2012, and $129 million and $393 million for the three- and nine-month periods ended September 30, 2011. Prior to May 1, 2012, commodity sales and related costs were eliminated in consolidation between ConocoPhillips and Phillips 66. Beginning May 1, 2012, these revenues and costs represent third-party transactions with Phillips 66. Although we expect certain transactions related to the sale and purchase of crude oil, natural gas and products to continue in the future with Phillips 66, the expected continuing cash flows are not considered significant; thus, the operations and cash flows of our former Downstream business are considered to be eliminated from our ongoing operations.

Note 3—Variable Interest Entities (VIEs)

We hold variable interests in VIEs that have not been consolidated because we are not considered the primary beneficiary. Information on our significant VIEs follows:

Freeport LNG Development, L.P. (Freeport LNG)

We have an agreement with Freeport LNG to participate in a liquefied natural gas (LNG) receiving terminal in Quintana, Texas. We have no ownership in Freeport LNG; however, we own a 50 percent interest in Freeport LNG GP, Inc. (Freeport GP), which serves as the general partner managing the venture. We entered into a credit agreement with Freeport LNG, whereby we agreed to provide loan financing for the construction of the terminal. We also entered into a long-term agreement with Freeport LNG to use 0.9 billion cubic feet per day of regasification capacity. The terminal became operational in June 2008, and we began making payments under the terminal use agreement. Freeport LNG began making loan repayments in September 2008, and the loan balance outstanding was $579 million at September 30, 2012, and $612 million at December 31, 2011. Freeport LNG is a VIE because Freeport GP holds no equity in Freeport LNG, and the limited partners of Freeport LNG do not have any substantive decision making ability. We performed an analysis of the expected losses and determined we are not the primary beneficiary. This expected loss analysis took into account that the credit support arrangement requires Freeport LNG to maintain sufficient commercial insurance to mitigate any loan losses. The loan to Freeport LNG is accounted for as a financial asset, and our investment in Freeport GP is accounted for as an equity investment.

Australia Pacific LNG (APLNG)

As of the third quarter of 2012, APLNG is considered a VIE, as it has entered into certain contractual arrangements that provide it with additional forms of subordinated financial support. We are not the primary beneficiary of APLNG because we share with Origin Energy and China Petrochemical Corporation (Sinopec) the power to direct the key activities of APLNG that most significantly impact its economic performance, which involve activities related to the production and commercialization of coalbed methane, as well as LNG processing and export marketing. As a result, we do not consolidate APLNG, and it is accounted for as an equity method investment.

No other financial support that was not previously contractually required was provided to APLNG as of the nine months ended September 30, 2012, or is expected to be provided in the future. In addition, unless we elect otherwise, we have no requirement to provide liquidity or purchase the assets of APLNG. See Note 6—Investments, Loans and Long-Term Receivables, and Note 12—Guarantees, for additional information.

Note 4—Inventories

Inventories consisted of the following:


	Millions of Dollars
	September 30 2012		December 31 2011

Crude oil and petroleum products	$	436		3,633
Materials, supplies and other		740		998

	$	1,176		4,631

Inventories valued on the last-in, first-out (LIFO) basis totaled $332 million and $3,387 million at September 30, 2012, and December 31, 2011, respectively. The estimated excess of current replacement cost over LIFO cost of inventories amounted to approximately $100 million and $8,400 million at September 30, 2012, and December 31, 2011, respectively.

A significant portion of our inventories at December 31, 2011, was related to our Downstream business. See Note 2—Separation of Downstream Business, for additional information.

Note 5—Assets Held for Sale or Sold

In August 2012, we sold our 30 percent interest in Naryanmarneftegaz (NMNG) and certain related assets and recognized a gain of $206 million before-tax, which was included in the “Gain (loss) on dispositions” line on our consolidated income statement. At the time of the disposition, the carrying value of our equity investment in NMNG, which was included in our Other International segment, was $244 million.

Note 6—Investments, Loans and Long-Term Receivables

APLNG

In January 2012, APLNG and Sinopec signed an amendment to their existing LNG sales agreement for the sale and purchase of an additional 3.3 million tonnes of LNG per year through 2035. This agreement, in combination with the execution of an LNG sale and purchase agreement with The Kansai Electric Power Co. Inc., in June 2012 for approximately 1.0 million tonnes of LNG per year through 2035, finalized the marketing of the second train.

In July 2012, we sanctioned the development of the second 4.5-million-tonnes-per-year LNG production train for our APLNG coal seam gas to LNG project. LNG exports from the second train are expected to commence in early 2016 under binding sales agreements to Sinopec and Kansai. Upon sanctioning of the second train in July and in conjunction with the LNG sales agreement, Sinopec subscribed to additional shares in APLNG, which increased its equity interest from 15 percent to 25 percent. As a result, on July 12, 2012, both our ownership interest and Origin’s ownership interest diluted from 42.5 percent to 37.5 percent. We recorded a before- and after-tax loss of $133 million from the dilution in the third quarter of 2012. The book value of our investment in APLNG was reduced by $453 million, and we reduced the foreign currency translation adjustment associated with our investment by $320 million. As of September 30, 2012, the book value of our equity method investment in APLNG was $10,444 million, which included $3,438 million of cumulative translation effects due to a strengthening Australian dollar relative to the U.S. Dollar, and is included in the “Investments and long-term receivables” line on our consolidated balance sheet.

In addition, APLNG executed project financing agreements for an $8.5 billion project finance facility during the third quarter of 2012. The $8.5 billion project finance facility is composed of financing agreements executed by APLNG with the Export-Import Bank of the United States for approximately $2.9 billion,

the Export-Import Bank of China for approximately $2.7 billion, and a syndicate of Australian and international commercial banks for approximately $2.9 billion. In connection with the execution of the project financing, we provided a completion guarantee for our pro-rata share of the project finance facility until the project achieves financial completion. See Note 12—Guarantees, for additional information.

As of the third quarter of 2012, APLNG is considered a VIE as it has entered into certain contractual arrangements that provide it with additional forms of subordinated financial support. See Note 3—Variable Interest Entities (VIEs) for additional information.

Loans and Long-Term Receivables

As part of our normal ongoing business operations and consistent with industry practice, we enter into numerous agreements with other parties to pursue business opportunities. Included in such activity are loans made to certain affiliated and non-affiliated companies. Significant loans to affiliated companies at September 30, 2012, included the following:

•

$579 million in loan financing to Freeport LNG.

•

$1,092 million in project financing to Qatar Liquefied Gas Company Limited (3) (QG3).

The long-term portion of these loans is included in the “Loans and advances—related parties” line on our consolidated balance sheet, while the short-term portion is in “Accounts and notes receivable—related parties.”

Long-term receivables from non-affiliated companies are included in the “Investments and long-term receivables” line on our consolidated balance sheet, while the short-term portion related to non-affiliate loans is in “Accounts and notes receivable.”

Note 7—Suspended Wells

The capitalized cost of suspended wells at September 30, 2012, was $1,013 million, a decrease of $24 million from $1,037 million at year-end 2011. No suspended wells were charged to dry hole expense during the first nine months of 2012 relating to exploratory well costs capitalized for a period greater than one year as of December 31, 2011.

Note 8—Impairments

During the three- and nine-month periods of 2012 and 2011, we recognized before-tax impairment charges within the following segments:


	Millions of Dollars
	Three Months Ended September 30				Nine Months Ended September 30
	2012		2011		2012		2011

Canada	$	—		—		213		—
Europe		—		—		79		—
Asia Pacific and Middle East		—		—		4		—

	$	—		—		296		—

The nine-month period of 2012 included a $213 million property impairment in our Canada segment for the carrying value of capitalized project development costs associated with our Mackenzie Gas Project. Advancement of the project was suspended indefinitely in the first quarter of 2012 due to a continued decline in market conditions and the lack of acceptable commercial terms. We also recorded a $481 million impairment for the undeveloped leasehold costs associated with the project, which was included in the

“Exploration expenses” line on our consolidated income statement. In addition, the nine-month period of 2012 included a $78 million impairment in our Europe segment, primarily due to an increase in the asset retirement obligation for the Don Field in the United Kingdom, which has ceased production. See Note 20—Segment Disclosures and Related Information, for additional information on our segments.

Note 9—Debt

We have two commercial paper programs supported by our $7.5 billion revolving credit facility: the ConocoPhillips $6.35 billion program, primarily a funding source for short-term working capital needs, and the ConocoPhillips Qatar Funding Ltd. $1.15 billion commercial paper program, which is used to fund commitments relating to the QG3 Project. Commercial paper maturities are generally limited to 90 days.

At both September 30, 2012, and December 31, 2011, we had no direct outstanding borrowings under our revolving credit facilities, with no letters of credit issued as of September 30, 2012, and $40 million as of December 31, 2011. In addition, under the two commercial paper programs, there was $1,540 million of commercial paper outstanding at September 30, 2012, compared with $1,128 million at December 31, 2011. Since we had $1,540 million of commercial paper outstanding and had issued no letters of credit, we had access to $6.0 billion in borrowing capacity under our revolving credit facilities at September 30, 2012.

At September 30, 2012, we classified $967 million of short-term debt as long-term debt, based on our ability and intent to refinance the obligation on a long-term basis under our revolving credit facilities.

During the first nine months of 2012, the following debt instruments were repaid prior to their maturity:

•

The $400 million 4.4% Notes due 2013.

•

$1,100 million of the $1,500 million 4.75% Notes due 2014.

We incurred a before-tax loss on redemption of $79 million, consisting of a make-whole premium and unamortized issuance costs.

Note 10—Joint Venture Acquisition Obligation

We are obligated to contribute $7.5 billion, plus interest, over a 10-year period that began in 2007, to FCCL Partnership. Quarterly principal and interest payments of $237 million began in the second quarter of 2007, and will continue until the balance is paid. Of the principal obligation amount, approximately $763 million was short-term and was included in the “Accounts payable—related parties” line on our September 30, 2012, consolidated balance sheet. The principal portion of these payments, which totaled $546 million in the first nine months of 2012, is included in the “Other” line in the financing activities section on our consolidated statement of cash flows. Interest accrues at a fixed annual rate of 5.3 percent on the unpaid principal balance. Fifty percent of the quarterly interest payment is reflected as a capital contribution and is included in the “Capital expenditures and investments” line on our consolidated statement of cash flows.

Note 11—Noncontrolling Interests

Activity attributable to common stockholders’ equity and noncontrolling interests for the first nine months of 2012 and 2011 was as follows:


	Millions of Dollars
	2012									2011
	Common Stockholders’ Equity			Non- Controlling Interest			Total Equity			Common Stockholders’ Equity*		Non- Controlling Interest			Total Equity*

Balance at January 1	$	65,239			510			65,749			68,577		547			69,124
Net income		7,002			55			7,057			9,046		46			9,092
Dividends		(2,469	)		—			(2,469	)		(2,761)		—			(2,761)
Repurchase of company common stock		(5,098	)		—			(5,098	)		(7,984)		—			(7,984)
Distributions to noncontrolling interests		—			(63	)		(63	)		—		(70	)		(70)
Separation of Downstream business		(18,623	)		(31	)		(18,654	)		—		—			—
Other changes, net**		1,355			—			1,355			(1,057)		(3	)		(1,060)

Balance at September 30	$	47,406			471			47,877			65,821		520			66,341

* Certain amounts have been restated to reflect a prior period adjustment. See Note 16—Accumulated Other Comprehensive Income.

**Includes components of other comprehensive income, which are disclosed separately in the Consolidated Statement of Comprehensive Income.

Income from continuing operations and discontinued operations attributable to ConocoPhillips for the three- and nine-month periods of 2012 and 2011 were as follows:


	Millions of Dollars
	Three Months Ended September 30				Nine Months Ended September 30
	2012		2011		2012		2011

Income from continuing operations	$	1,797		1,482		5,755		6,070
Income from discontinued operations		1		1,134		1,247		2,976

Net Income	$	1,798		2,616		7,002		9,046

Note 12—Guarantees

At September 30, 2012, we were liable for certain contingent obligations under various contractual arrangements as described below. We recognize a liability, at inception, for the fair value of our obligation as a guarantor for newly issued or modified guarantees. Unless the carrying amount of the liability is noted below, we have not recognized a liability either because the guarantees were issued prior to December 31, 2002, or because the fair value of the obligation is immaterial. In addition, unless otherwise stated, we are not currently performing with any significance under the guarantee and expect future performance to be either immaterial or have only a remote chance of occurrence.

APLNG Guarantees

At September 30, 2012, we have outstanding multiple guarantees in connection with our 37.5 percent ownership interest in APLNG. The following is a description of the guarantees with values calculated utilizing September 2012 exchange rates:

•

We have guaranteed APLNG’s performance with regard to a construction contract executed in connection with APLNG’s issuance of the Train 1 and Train 2 Notices to Proceed. Our maximum potential amount of future payments related to this guarantee is approximately $120 million and would become payable if APLNG cancels the applicable construction contract and does not perform with respect to the amounts owed to the contractor.

•

We have issued a construction completion guarantee related to the third-party project financing secured by APLNG. Our maximum potential amount of future payments under the guarantee is estimated to be $3.2 billion, which could be payable if the full debt financing capacity is utilized and completion of the project is not achieved. Our guarantee of the project financing will be released upon meeting certain completion milestones, which we estimate would occur beginning in 2016. Our maximum exposure at September 30, 2012, is zero based upon our pro-rata share of the facility used at that date. In connection with issuance of the guarantee, we recorded a guarantee liability of $114 million.

•

In conjunction with our original purchase of an ownership interest in APLNG from Origin Energy in October 2008, we agreed to guarantee an existing obligation of APLNG to deliver natural gas under several sales agreements with remaining terms of 4 to 19 years. Our maximum potential amount of future payments, or cost of volume delivery, under these guarantees is estimated to be $1.1 billion ($2.6 billion in the event of intentional or reckless breach) and would become payable if APLNG fails to meet its obligations under these agreements and the obligations cannot otherwise be mitigated. Future payments are considered unlikely, as the payments, or cost of volume delivery, would only be triggered if APLNG does not have enough natural gas to meet these sales commitments and if the co-venturers do not make necessary equity contributions into APLNG.

•

We have guaranteed the performance of APLNG with regard to certain other contracts executed in connection with the project’s continued development. Our maximum potential amount of future payments related to these guarantees is approximately $110 million and would become payable if APLNG does not perform.

Guarantees of Joint Venture Debt

At September 30, 2012, we had guarantees outstanding for our portion of joint venture debt obligations, which have terms of up to 24 years. The maximum potential amount of future payments under the guarantees is approximately $70 million. Payment would be required if a joint venture defaults on its debt obligations.

Other Guarantees

We have other guarantees with maximum future potential payment amounts totaling approximately $380 million, which consist primarily of a guarantee to fund the short-term cash liquidity deficit of two joint ventures, a guarantee of minimum charter revenue for an LNG vessel, one small construction completion guarantee, guarantees of the lease payment obligations of a joint venture, guarantees of the residual value of leased corporate aircraft, and guarantees of the performance of a business partner or some of its customers. These guarantees generally extend up to 12 years or life of the venture.

Indemnifications

Over the years, we have entered into various agreements to sell ownership interests in certain corporations, joint ventures and assets that gave rise to qualifying indemnifications. Agreements associated with these sales include indemnifications for taxes, environmental liabilities, permits and licenses, employee claims, real estate indemnity against tenant defaults, and litigation. The terms of these indemnifications vary greatly. The majority of these indemnifications are related to environmental issues, the term is generally indefinite and the

maximum amount of future payments is generally unlimited. The carrying amount recorded for these indemnifications at September 30, 2012, was approximately $70 million. We amortize the indemnification liability over the relevant time period, if one exists, based on the facts and circumstances surrounding each type of indemnity. In cases where the indemnification term is indefinite, we will reverse the liability when we have information the liability is essentially relieved or amortize the liability over an appropriate time period as the fair value of our indemnification exposure declines. Although it is reasonably possible future payments may exceed amounts recorded, due to the nature of the indemnifications, it is not possible to make a reasonable estimate of the maximum potential amount of future payments. Included in the recorded carrying amount were approximately $60 million of environmental accruals for known contamination that are included in the “Asset retirement obligations and accrued environmental costs” line on our consolidated balance sheet. For additional information about environmental liabilities, see Note 13—Contingencies and Commitments. “Asset retirement obligations and accrued environmental costs” line on our consolidated balance sheet.

In connection with the separation of the Downstream business, the Company entered into an Indemnification and Release Agreement with Phillips 66. See Note 2—Separation of Downstream Business, for additional information. This agreement provides for cross-indemnities between Phillips 66 and ConocoPhillips and established procedures for handling claims subject to indemnification and related matters. We evaluated the impact of the indemnifications given and the Phillips 66 indemnifications received as of the separation date and concluded those fair values were immaterial.

Note 13—Contingencies and Commitments

A number of lawsuits involving a variety of claims have been made against ConocoPhillips that arise in the ordinary course of business. We also may be required to remove or mitigate the effects on the environment of the placement, storage, disposal or release of certain chemical, mineral and petroleum substances at various active and inactive sites. We regularly assess the need for accounting recognition or disclosure of these contingencies. In the case of all known contingencies (other than those related to income taxes), we accrue a liability when the loss is probable and the amount is reasonably estimable. If a range of amounts can be reasonably estimated and no amount within the range is a better estimate than any other amount, then the minimum of the range is accrued. We do not reduce these liabilities for potential insurance or third-party recoveries. If applicable, we accrue receivables for probable insurance or other third-party recoveries. In the case of income-tax-related contingencies, we use a cumulative probability-weighted loss accrual in cases where sustaining a tax position is less than certain.

Based on currently available information, we believe it is remote that future costs related to known contingent liability exposures will exceed current accruals by an amount that would have a material adverse impact on our consolidated financial statements. As we learn new facts concerning contingencies, we reassess our position both with respect to accrued liabilities and other potential exposures. Estimates particularly sensitive to future changes include contingent liabilities recorded for environmental remediation, tax and legal matters. Estimated future environmental remediation costs are subject to change due to such factors as the uncertain magnitude of cleanup costs, the unknown time and extent of such remedial actions that may be required, and the determination of our liability in proportion to that of other responsible parties. Estimated future costs related to tax and legal matters are subject to change as events evolve and as additional information becomes available during the administrative and litigation processes.

Environmental

We are subject to international, federal, state and local environmental laws and regulations. When we prepare our consolidated financial statements, we record accruals for environmental liabilities based on management’s best estimates, using all information that is available at the time. We measure estimates and base liabilities on currently available facts, existing technology, and presently enacted laws and regulations, taking into account stakeholder and business considerations. When measuring environmental liabilities, we also consider our prior experience in remediation of contaminated sites, other companies’ cleanup experience, and data released by the U.S. Environmental Protection Agency (EPA) or other organizations. We consider unasserted claims in our determination of environmental liabilities, and we accrue them in the period they are both probable and reasonably estimable.

Although liability of those potentially responsible for environmental remediation costs is generally joint and several for federal sites and frequently so for state sites, we are usually only one of many companies cited at a particular site. Due to the joint and several liabilities, we could be responsible for all cleanup costs related to any site at which we have been designated as a potentially responsible party. We have been successful to date in sharing cleanup costs with other financially sound companies. Many of the sites at which we are potentially responsible are still under investigation by the EPA or the state agencies concerned. Prior to actual cleanup, those potentially responsible normally assess the site conditions, apportion responsibility and determine the appropriate remediation. In some instances, we may have no liability or may attain a settlement of liability. Where it appears that other potentially responsible parties may be financially unable to bear their proportional share, we consider this inability in estimating our potential liability, and we adjust our accruals accordingly. As a result of various acquisitions in the past, we assumed certain environmental obligations. Some of these environmental obligations are mitigated by indemnifications made by others for our benefit and some of the indemnifications are subject to dollar and time limits.

We are currently participating in environmental assessments and cleanups at numerous federal Superfund and comparable state sites. After an assessment of environmental exposures for cleanup and other costs, we make accruals on an undiscounted basis (except in respect of sites acquired in a purchase business combination, which we record on a discounted basis) for planned investigation and remediation activities for sites where it is probable future costs will be incurred and these costs can be reasonably estimated. At September 30, 2012, our balance sheet included a total environmental accrual of $380 million, compared with $922 million at December 31, 2011. A significant portion of our environmental contingencies at December 31, 2011, was related to our Downstream business. See Note 2—Separation of Downstream Business, for additional information. We expect to incur a substantial amount of these expenditures within the next 30 years. We have not reduced these accruals for possible insurance recoveries. In the future, we may be involved in additional environmental assessments, cleanups and proceedings.

Legal Proceedings

Our legal organization applies its knowledge, experience and professional judgment to the specific characteristics of our cases, employing a litigation management process to manage and monitor the legal proceedings against us. Our process facilitates the early evaluation and quantification of potential exposures in individual cases. This process also enables us to track those cases that have been scheduled for trial and/or mediation. Based on professional judgment and experience in using these litigation management tools and available information about current developments in all our cases, our legal organization regularly assesses the adequacy of current accruals and determines if adjustment of existing accruals, or establishment of new accruals, are required.

Other Contingencies

We have contingent liabilities resulting from throughput agreements with pipeline and processing companies not associated with financing arrangements. Under these agreements, we may be required to provide any such company with additional funds through advances and penalties for fees related to throughput capacity not utilized. In addition, at September 30, 2012, we had performance obligations secured by letters of credit of $837 million (issued as direct bank letters of credit) related to various purchase commitments for materials, supplies, services and items of permanent investment incident to the ordinary conduct of business.

In 2007, we announced we had been unable to reach agreement with respect to our migration to an empresa mixta structure mandated by the Venezuelan government’s Nationalization Decree. As a result, Venezuela’s national oil company, Petróleos de Venezuela S.A. (PDVSA), or its affiliates, directly assumed control over ConocoPhillips’ interests in the Petrozuata and Hamaca heavy oil ventures and the offshore Corocoro development project. In response to this expropriation, in November 2007 we filed a request for international arbitration, with the World Bank’s International Centre for Settlement of Investment Disputes (ICSID). An arbitration hearing was held before an ICSID tribunal during the summer of 2010. We are currently awaiting an interim decision on key legal and factual issues, which we anticipate receiving in the first half of 2013. In a separate commercial arbitration from the Company’s ICSID claim discussed above, on September 17, 2012, an International Chamber of Commerce

arbitration tribunal issued a decision in favor of the Company finding PDVSA owes $67 million for pre-expropriation breaches of the Petrozuata project agreements.

In 2008, Burlington Resources, Inc., a wholly owned subsidiary of ConocoPhillips, initiated arbitration before ICSID against The Republic of Ecuador, as a result of the newly enacted Windfall Profits Tax Law and government-mandated renegotiation of our production sharing contracts. Despite a restraining order issued by ICSID, Ecuador confiscated the crude oil production of Burlington and its co-venturer and sold the illegally seized crude oil. In 2009, Ecuador took over operations in Blocks 7 and 21, fully expropriating our assets. In June 2010, the ICSID tribunal concluded it has jurisdiction to hear the expropriation claim. An arbitration hearing on case merits occurred in March 2011, and we are awaiting a decision. On April 24, 2012, Ecuador filed a revised supplemental counterclaim asserting environmental damages, which we believe are not material. The arbitration process is ongoing.

Note 14—Derivative and Financial Instruments

Derivative Instruments

We use derivative instruments to manage our exposure to cash flow variability from commodity price risk. We occasionally use derivatives to capture market opportunities based on our industry knowledge. Our commodity business primarily consists of natural gas, crude oil, bitumen, LNG and natural gas liquids.

Our derivative instruments are held at fair value on our consolidated balance sheet. Where these balances have the right of setoff, they are presented net. Related cash flows are recorded as operating activities on our consolidated statement of cash flows. On our consolidated income statement, realized and unrealized gains and losses are recognized either on a gross basis if directly related to our physical business or a net basis if held for trading. Gains and losses related to contracts that meet and are designated with the normal purchase normal sale exception are recognized upon settlement. We generally apply this exception to eligible crude contracts. We do not use hedge accounting for our commodity derivatives.

The following table presents the gross fair values of our commodity derivatives, excluding collateral, and the line items where they would appear on our consolidated balance sheet:


	Millions of Dollars
	September 30 2012		December 31 2011

Assets
Prepaid expenses and other current assets	$	2,429		4,433
Other assets		188		415
Liabilities
Other accruals		2,389		4,350
Other liabilities and deferred credits		189		374

The gains (losses) from commodity derivatives incurred, and the line items where they appear on our consolidated income statement were:


	Millions of Dollars
	Three Months Ended September 30						Nine Months Ended September 30
	2012			2011			2012			2011

Sales and other operating revenues	$	(217	)		249			(357	)		198
Other income		3			(6	)		(2	)		(2	)
Purchased commodities		184			(191	)		288			(129	)

The table below summarizes our material net exposures resulting from outstanding commodity derivative contracts.


	Open Position Long / (Short)
	September 30 2012			December 31 2011

Commodity
Crude oil, refined products and natural gas liquids (millions of barrels)		—			(13	)
Natural gas and power (billions of cubic feet equivalent)
Fixed price		(64	)		(57	)
Basis		97			(25	)

Foreign Currency Exchange Derivatives

We have foreign currency exchange rate risk resulting from international operations. Our foreign currency exchange derivative activity primarily consists of transactions designed to mitigate our cash-related and foreign currency exchange rate exposures, such as firm commitments for capital projects or local currency tax payments, dividends, and cash returns from net investments in foreign affiliates. We do not elect hedge accounting on our foreign currency exchange derivatives.

The following table presents the gross fair values of our foreign currency exchange derivatives, excluding collateral, and the line items where they would appear on our consolidated balance sheet:


	Millions of Dollars
	September 30 2012		December 31 2011

Assets
Prepaid expenses and other current assets	$	72		12
Other assets		—		1
Liabilities
Other accruals		16		23
Other liabilities and deferred credits		1		—

The (gains) losses from foreign currency exchange derivatives incurred, and the line items where they appear on our consolidated income statement were:


	Millions of Dollars
	Three Months Ended September 30						Nine Months Ended September 30
	2012			2011			2012			2011

Foreign currency transaction (gains) losses	$	(39	)		(11	)		(129	)		(15	)

We had the following net notional position of outstanding foreign currency exchange derivatives:

In Millions
Notional Currency ⁽¹⁾

September 30

2012

December 31

2011

Sell U.S. dollar, buy other currencies ⁽²⁾

USD

285

1,949

Sell euro, buy other currencies ⁽³⁾

EUR

—

Buy U.S. dollar, sell other currencies ⁽⁴⁾

USD

477

—

Buy British pound, sell other currencies ⁽⁵⁾

GBP

3,709

—

Buy euro, sell British pound

EUR

176

—

(1) Denominated in U.S. dollars (USD), British pound (GBP) and euros (EUR).

(2) Primarily euro, Canadian dollar, Norwegian krone and British pound.

(3) Primarily Norwegian krone and British pound.

(4) Primarily Canadian dollar, euro and Norwegian krone.

(5) Primarily euro and U.S. dollar.

Financial Instruments

We have certain financial instruments on the consolidated balance sheet related to interest bearing time deposits and commercial paper. These held-to-maturity financial instruments are included in “Cash and cash equivalents” on our consolidated balance sheet if the maturities at the time we made the investments were 90 days or less; otherwise, these investments are included in “Short-term investments” on our consolidated balance sheet.

These balances consisted of the following:


	Millions of Dollars
	Carrying Amount
	Cash and Cash Equivalents				Short-Term Investments
	September 30 2012		December 31 2011		September 30 2012		December 31 2011

Cash	$	636		1,169		—		—

Time Deposits
Remaining maturities from 1 to 90 days		632		4,318		—		349
Commercial Paper
Remaining maturities from 1 to 90 days		—		293		—		232

	$	1,268		5,780		—		581

In conjunction with the separation of our Downstream business, we received a special cash distribution from Phillips 66 of $7,818 million. See Note 2—Separation of Downstream Business, for additional information. At September 30, 2012, the unused amount of the special cash distribution was $2,468 million and is designated as “Restricted cash” on our consolidated balance sheet. At September 30, 2012, the funds in the restricted cash account were invested in U.S. Treasury Bills ($268 million) and money market funds ($2,200 million) with maturities within 90 days from September 30, 2012.

Credit Risk

Financial instruments potentially exposed to concentrations of credit risk consist primarily of cash equivalents, over-the-counter (OTC) derivative contracts and trade receivables. Our cash equivalents and short-term investments are placed in high-quality commercial paper, money market funds, government debt securities and time deposits with major international banks and financial institutions.

The credit risk from our OTC derivative contracts, such as forwards and swaps, derives from the counterparty to the transaction. Individual counterparty exposure is managed within predetermined credit limits and includes the use of cash-call margins or letters of credit when appropriate, thereby reducing the risk of significant nonperformance. We also use futures, swaps and option contracts that have a negligible credit risk because these trades are cleared with an exchange clearinghouse and subject to mandatory margin requirements until settled; however, we are exposed to the credit and performance risk of those exchange brokers for receivables arising from daily margin cash calls, as well as for cash deposited to meet initial margin requirements.

Our trade receivables result primarily from our petroleum operations and reflect a broad national and international customer base, which limits our exposure to concentrations of credit risk. The majority of these receivables have payment terms of 30 days or less, and we continually monitor this exposure and the creditworthiness of the counterparties. We do not generally require collateral to limit the exposure to loss; however, we will sometimes use letters of credit, prepayments and master netting arrangements to mitigate credit risk with counterparties that both buy from and sell to us, as these agreements permit the amounts owed by us or owed to others to be offset against amounts due us.

Certain of our derivative instruments contain provisions that require us to post collateral if the derivative exposure exceeds a threshold amount. We have contracts with fixed threshold amounts and other contracts with variable threshold amounts that are contingent on our credit rating. The variable threshold amounts typically decline for lower credit ratings, while both the variable and fixed threshold amounts typically revert to zero if we fall below investment grade. Cash is the primary collateral in all contracts; however, many also permit us to post letters of credit as collateral.

The aggregate fair value of all derivative instruments with such credit-risk-related contingent features that were in a liability position on September 30, 2012, and December 31, 2011, was $142 million and $237 million, respectively. No collateral was posted for September 30, 2012, and $3 million was posted for December 31, 2011. If our credit rating had been lowered one level from its “A” rating (per Standard and Poor’s) on September 30, 2012, we would be required to post no additional collateral to our counterparties. If we had been downgraded below investment grade, we would be required to post $142 million of additional collateral, either with cash or letters of credit.

Note 15—Fair Value Measurement

We carry a portion of our assets and liabilities at fair value that are measured at a reporting date using an exit price (i.e., the price that would be received to sell an asset or paid to transfer a liability) and disclosed according to the quality of valuation inputs under the following hierarchy:

•

Level 1: Quoted prices (unadjusted) in an active market for identical assets or liabilities.

•

Level 2: Inputs other than quoted prices that are directly or indirectly observable.

•

Level 3: Unobservable inputs that are significant to the fair value of assets or liabilities.

The classification of an asset or liability is based on the lowest level of input significant to its fair value. Those that are initially classified as Level 3 are subsequently reported as Level 2 when the fair value derived from unobservable inputs is inconsequential to the overall fair value, or if corroborated market data becomes available. Assets and liabilities that are initially reported as Level 2 are subsequently reported as Level 3 if corroborated market data is no longer available. There were no material transfers in or out of Level 1.

Recurring Fair Value Measurement

Financial assets and liabilities reported at fair value on a recurring basis primarily include derivative instruments and certain investments to support nonqualified deferred compensation plans. The deferred compensation investments are measured at fair value using unadjusted prices available from national securities exchanges; therefore, these assets are categorized as Level 1 in the fair value hierarchy. Level 1 derivative assets and liabilities primarily represent exchange-traded futures and options that are valued using unadjusted prices available from the underlying exchange. Level 2 derivative assets and liabilities primarily represent OTC swaps, options and forward purchase and sale contracts that are valued using adjusted exchange prices, prices provided by brokers or pricing service companies that are all corroborated by market data. Level 3 derivative assets and liabilities consist of OTC swaps, options and forward purchase and sale contracts that are long term in nature and where a significant portion of fair value is calculated from underlying market data that is not readily available. The derived value uses industry standard methodologies that may consider the historical relationships among various commodities, modeled market prices, time value, volatility factors and other relevant economic measures. The use of these inputs results in management’s best estimate of fair value. As reflected in the table below, Level 3 activity was not material.

The following table summarizes the fair value hierarchy for gross financial assets and liabilities (i.e., unadjusted where the right of setoff exists for commodity derivatives accounted for at fair value on a recurring basis):


	Millions of Dollars
	September 30, 2012								December 31, 2011
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total

Assets
Deferred compensation investments	$	309		—		—		309		336		—		—		336
Commodity derivatives		1,788		803		18		2,609		2,807		1,947		72		4,826

Total assets	$	2,097		803		18		2,918		3,143		1,947		72		5,162


Liabilities
Commodity derivatives	$	1,749		814		7		2,570		2,970		1,722		10		4,702

Total liabilities	$	1,749		814		7		2,570		2,970		1,722		10		4,702

Non-Recurring Fair Value Measurement

There were no significant non-recurring fair value measurements as of September 30, 2012.

Reported Fair Value of Financial Instruments

The following are the valuation techniques and methods used to estimate the fair value of financial assets and liabilities reported on the balance sheet:

•

Cash and cash equivalents, restricted cash and short-term investments: The carrying amount reported on the balance sheet approximates fair value.

•

Accounts and notes receivable (including long-term and related parties): The carrying amount reported on the balance sheet approximates fair value. The valuation technique and methods used to estimate the fair value of the current portion of fixed-rate related party loans is consistent with Loans and advances—related parties.

•

Loans and advances—related parties: The carrying amount of floating-rate loans approximates fair value. The fair value of fixed-rate loan activity is measured using market observable data and is categorized as Level 2 in the fair value hierarchy. See Note 6—Investments, Loans and Long-Term Receivables, for additional information.

•

Accounts payable (including related parties) and floating-rate debt: The carrying amount of accounts payable and floating-rate debt reported on the balance sheet approximates fair value. The valuation technique and methods used to estimate the fair value of the current portion of the joint venture acquisition obligation reported in accounts payable is consistent with the methodology below.

•

Fixed-rate debt: The estimated fair value of fixed-rate debt is measured using prices available from a pricing service that is corroborated by market data; therefore, these liabilities are categorized as Level 2 in the fair value hierarchy.

•

Joint venture acquisition obligation—related party: Fair value is estimated based on the net present value of the future cash flows as a Level 2 fair value, discounted at September 30, 2012, and December 31, 2011, effective yield rates of 0.76 percent and 1.24 percent, respectively, based on yields of U.S. Treasury securities of similar average duration adjusted for our average credit risk spread and the amortizing nature of the obligation principal. See Note 10—Joint Venture Acquisition Obligation, for additional information.

The following table summarizes the net fair value of financial instruments (i.e., adjusted where the right of setoff exists for commodity derivatives):

Millions of Dollars

Carrying Amount

Fair Value

September 30

2012

December 31

2011

September 30

2012

December 31

2011

Financial assets

Deferred compensation investments

309

336

309

336

Commodity derivatives

295

814

295

814

Total loans and advances—related parties

1,710

1,793

1,914

1,994

Financial liabilities

Total debt, excluding capital leases

21,100

22,592

26,012

27,065

Total joint venture acquisition obligation

3,769

4,314

4,192

4,820

Commodity derivatives

237

446

237

446

At September 30, 2012, commodity derivative assets and liabilities appear net of $31 million of obligations to return cash collateral and $50 million of rights to reclaim cash collateral, respectively. At December 31, 2011, commodity derivative assets and liabilities appear net of no obligations to return cash collateral and $244 million of rights to reclaim cash collateral.

Note 16—Accumulated Other Comprehensive Income

Accumulated other comprehensive income in the equity section of the balance sheet included:


	Millions of Dollars
	Defined Benefit Plans			Net Unrealized Gain on Securities		Foreign Currency Translation			Hedging			Accumulated Other Comprehensive Income

December 31, 2011*	$	(1,971	)		—		5,223			(6	)		3,246
Other comprehensive income (loss)		(74	)		1		946			6			879
Separation of Downstream business		683			—		(469	)		—			214

September 30, 2012	$	(1,362	)		1		5,700			—			4,339

* The beginning balance of retained earnings has been restated primarily to reflect certain intercompany loans as permanently invested in 2004 and prior periods, which resulted in a $160 million increase in Foreign Currency Translation and Accumulated Other Comprehensive Income, a $15 million decrease to Total Liabilities, and a $145 million reduction in Retained Earnings. The impact on net income and earnings per share was de minimis for the three- and nine-month periods ended September 30, 2012 and 2011.

There were no items within accumulated other comprehensive income related to noncontrolling interests.

Note 17—Cash Flow Information


	Millions of Dollars
	Nine Months Ended September 30
	2012			2011

Cash Payments
Interest	$	596			739
Income taxes		6,394			7,145


Net Sales (Purchases) of Short-Term Investments
Short-term investments purchased	$	(497	)		(6,642	)
Short-term investments sold		1,094			5,019

	$	597			(1,623	)

Note 18—Employee Benefit Plans

In connection with the separation of the Downstream business, ConocoPhillips entered into an Employee Matters Agreement with Phillips 66 (see Note 2—Separation of Downstream Business), which provides that employees of Phillips 66 will no longer participate in benefit plans sponsored or maintained by ConocoPhillips. Upon separation, the ConocoPhillips Pension Plan transferred assets and obligations to the Phillips 66 Pension Plan resulting in a net decrease in sponsored pension plan obligations of $1,127 million. Additionally, as a result of the transfer of unrecognized losses to Phillips 66, deferred income taxes and other comprehensive income decreased $335 million and $570 million, respectively.

Pension and Postretirement Plans


	Millions of Dollars
	Pension Benefits												Other Benefits
	2012						2011						2012			2011

	U.S.			Int’l.			U.S.			Int’l.

Components of Net Periodic Benefit Cost
Three Months Ended September 30
Service cost	$	33			20			56			25			1			3
Interest cost		39			35			62			45			8			10
Expected return on plan assets		(47	)		(37	)		(70	)		(44	)		—			—
Amortization of prior service cost		1			(2	)		2			—			(1	)		(1	)
Recognized net actuarial (gain) loss		41			13			42			11			—			(1	)

Net periodic benefit costs	$	67			29			92			37			8			11


Nine Months Ended September 30
Service cost	$	133			70			169			74			5			8
Interest cost		150			116			185			133			26			31
Expected return on plan assets		(177	)		(120	)		(210	)		(131	)		—			—
Amortization of prior service cost		5			(6	)		7			—			(3	)		(5	)
Recognized net actuarial (gain) loss		145			46			124			34			(1	)		(4	)

Net periodic benefit costs	$	256			106			275			110			27			30

During the first nine months of 2012, we contributed $258 million to our domestic benefit plans and $161 million to our international benefit plans. In 2012, we expect to contribute approximately $410 million to our domestic qualified and nonqualified pension and postretirement benefit plans and $210 million to our international qualified and nonqualified pension and postretirement benefit plans.

During the three months ended September 30, 2012, it became probable that lump-sum benefit payments would exceed the sum of service and interest costs for the plan year for the U.S. qualified pension plan and U.S. non-qualified supplemental retirement plan. As a result, we recognized a proportionate share of prior actuarial losses, or pension settlement expense, of $137 million. In conjunction with the recognition of pension settlement expense, the assets and pension benefit obligation of the qualified pension plan were remeasured. At the measurement date, the net pension liability increased $432 million to $1,283 million, resulting in a corresponding decrease to other comprehensive income. The increase in the liability was primarily due to a reduction of the discount rate used to determine benefit obligations from 4.30% at December 31, 2011 to 3.35% at the measurement date. The assumptions used for rate of compensation increased from 4.25% to 4.75% over the same time period.

In addition, pursuant to the Employee Matters Agreement we made certain adjustments to the exercise price and number of our stock-based compensation awards with the intention of preserving the intrinsic value of the awards prior to the separation. Outstanding options to purchase common shares of ConocoPhillips stock that were exercisable prior to the separation were adjusted so the holders of those options would then hold options to purchase common shares of both ConocoPhillips and Phillips 66 stock. Non-exercisable stock options were converted to those of the entity where the employee is working post-separation. In addition, former employee holders and a specified group of holders of stock options and restricted stock units who retired or terminated employment upon or shortly after the separation, received both adjusted ConocoPhillips awards and Phillips 66 awards. ConocoPhillips restricted stock and performance share units awarded for completed performance periods under the Performance Share Program, as well as restricted stock units held by current or former directors, were adjusted to provide holders one restricted share or restricted stock unit of Phillips 66 for every two restricted shares or restricted stock units of ConocoPhillips. Each employee holder of restricted stock and restricted stock units awarded under all other programs were adjusted to provide holders restricted shares or restricted stock units in the company that employs such employee following the separation. Adjustments to our stock-based compensation awards did not have a material impact on compensation expense.

Note 19—Related Party Transactions

Significant transactions with related parties were:


	Millions of Dollars
	Three Months Ended September 30				Nine Months Ended September 30
	2012		2011		2012		2011

Operating revenues and other income	$	9		11		42		38
Purchases		37		44		121		287
Operating expenses and selling, general and administrative expenses		52		57		133		190
Net interest expense*		8		15		30		47

* We paid and/or received interest to/from various affiliates, including FCCL Partnership. See Note 6—Investments, Loans and Long-Term Receivables, for additional information on loans to affiliated companies.

Note 20—Segment Disclosures and Related Information

We explore for, produce, transport and market crude oil, bitumen, natural gas, LNG and natural gas liquids on a worldwide basis. We manage our operations through six operating segments, which are defined by geographic region: Alaska, Lower 48 and Latin America, Canada, Europe, Asia Pacific and Middle East, and Other International.

On April 30, 2012, our Downstream business was separated into a stand-alone, publicly traded corporation, Phillips 66, and has been reported as discontinued operations in all periods presented. Our reportable segments changed upon separation, and, as a result, all prior periods presented have been restated. Commodity sales to Phillips 66, which were previously eliminated in consolidation prior to the separation, are now reported as third-party sales. For additional information, see Note 2—Separation of Downstream Business.

Our LUKOIL Investment represents our prior investment in the ordinary shares of OAO LUKOIL, an international, integrated oil and gas company headquartered in Russia. We completed the divestiture of our entire interest in LUKOIL in the first quarter of 2011.

Corporate and Other represents costs not directly associated with an operating segment, such as most interest expense, corporate overhead, ongoing costs associated with the separation and certain technology activities, net of licensing revenues. Corporate assets include all cash and cash equivalents, short-term investments and restricted cash.

We evaluate performance and allocate resources based on net income attributable to ConocoPhillips. Intersegment sales are at prices that approximate market.

Analysis of Results by Operating Segment


	Millions of Dollars
	Three Months Ended September 30						Nine Months Ended September 30
	2012			2011			2012			2011

Sales and Other Operating Revenues
Alaska	$	2,005			2,363			7,135			7,280

Lower 48 and Latin America		4,807			6,296			14,110			17,921
Intersegment eliminations		(40	)		(63	)		(196	)		(227	)

Lower 48 and Latin America		4,767			6,233			13,914			17,694

Canada		1,288			1,595			3,580			4,681
Intersegment eliminations		(117	)		(230	)		(330	)		(758	)

Canada		1,171			1,365			3,250			3,923

Europe		3,285			3,915			10,813			12,294
Intersegment eliminations		—			—			(72	)		(50	)

Europe		3,285			3,915			10,741			12,244

Asia Pacific and Middle East		2,167			2,151			5,697			6,730
Intersegment eliminations		(41	)		(1	)		(41	)		(1	)

Asia Pacific and Middle East		2,126			2,150			5,656			6,729

Other International		1,067			399			2,663			1,442
LUKOIL Investment		—			—			—			—
Corporate and Other		99			81			133			150

Consolidated sales and other operating revenues	$	14,520			16,506			43,492			49,462


Net Income Attributable to ConocoPhillips
Alaska	$	535			502			1,706			1,558
Lower 48 and Latin America		182			334			556			996
Canada		(31	)		73			(674	)		201
Europe		132			266			1,190			1,265
Asia Pacific and Middle East		669			469			3,179			2,288
Other International		567			53			634			251
LUKOIL Investment		—			—			—			239
Corporate and Other		(257	)		(215	)		(836	)		(728	)
Discontinued operations		1			1,134			1,247			2,976

Consolidated net income attributable to ConocoPhillips	$	1,798			2,616			7,002			9,046


	Millions of Dollars
	September 30 2012		December 31 2011

Total Assets
Alaska	$	11,062		10,723
Lower 48 and Latin America		28,444		25,872
Canada		22,075		20,847
Europe		14,305		12,452
Asia Pacific and Middle East		23,532		22,374
Other International		9,741		9,070
LUKOIL Investment		—		—
Corporate and Other		6,210		8,485
Discontinued operations		—		43,407

Consolidated total assets	$	115,369		153,230

Note 21—Income Taxes

Our effective tax rate from continuing operations for the third quarter of 2012 was 52 percent compared with 59 percent for the third quarter of 2011. The lower rate was due primarily to tax benefits associated with asset dispositions occurring in 2012, partially offset by higher income in higher tax rate jurisdictions in 2012.

Our effective tax rate from continuing operations for the first nine months of 2012 was 53 percent compared with 52 percent for the first nine months of 2011.

For both the third quarter and the first nine months of 2012, the effective tax rate in excess of the domestic federal statutory rate of 35 percent was primarily due to foreign taxes.

In the United Kingdom, legislation was enacted on July 17, 2012, restricting corporate tax relief on decommissioning costs to 50 percent, retroactively effective from March 21, 2012. Our third quarter 2012 earnings were reduced by $170 million due to the remeasurement of deferred tax balances as of the effective date.

Supplementary Information—Condensed Consolidating Financial Information

We have various cross guarantees among ConocoPhillips, ConocoPhillips Company, ConocoPhillips Australia Funding Company, ConocoPhillips Canada Funding Company I, and ConocoPhillips Canada Funding Company II, with respect to publicly held debt securities. ConocoPhillips Company is 100 percent owned by ConocoPhillips. ConocoPhillips Australia Funding Company, ConocoPhillips Canada Funding Company I and ConocoPhillips Canada Funding Company II are indirect, 100 percent owned subsidiaries of ConocoPhillips Company. ConocoPhillips and ConocoPhillips Company have fully and unconditionally guaranteed the payment obligations of ConocoPhillips Australia Funding Company, ConocoPhillips Canada Funding Company I, and ConocoPhillips Canada Funding Company II, with respect to their publicly held debt securities. Similarly, ConocoPhillips has fully and unconditionally guaranteed the payment obligations of ConocoPhillips Company with respect to its publicly held debt securities. In addition, ConocoPhillips Company has fully and unconditionally guaranteed the payment obligations of ConocoPhillips with respect to its publicly held debt securities. All guarantees are joint and several. The following condensed consolidating financial information presents the results of operations, financial position and cash flows for:

•

ConocoPhillips, ConocoPhillips Company, ConocoPhillips Australia Funding Company, ConocoPhillips Canada Funding Company I, and ConocoPhillips Canada Funding Company II (in each case, reflecting investments in subsidiaries utilizing the equity method of accounting).

•

All other nonguarantor subsidiaries of ConocoPhillips.

•

The consolidating adjustments necessary to present ConocoPhillips’ results on a consolidated basis.

This condensed consolidating financial information should be read in conjunction with the accompanying consolidated financial statements and notes.


	Millions of Dollars
	Three Months Ended September 30, 2012
Income Statement	ConocoPhillips			ConocoPhillips Company			ConocoPhillips Australia Funding Company		ConocoPhillips Canada Funding Company I			ConocoPhillips Canada Funding Company II			All Other Subsidiaries			Consolidating Adjustments			Total Consolidated
Revenues and Other Income
Sales and other operating revenues	$	—			4,029			—		—			—			10,491			—			14,520
Equity in earnings of affiliates		2,169			2,555			—		—			—			327			(4,642	)		409
Gain on dispositions		—			3			—		—			—			115			—			118
Other income (loss)		(78	)		100			—		—			—			20			—			42
Intercompany revenues		21			94			11		22			8			752			(908	)		—

Total Revenues and Other Income		2,112			6,781			11		22			8			11,705			(5,550	)		15,089

Costs and Expenses
Purchased commodities		—			3,470			—		—			—			3,338			(372	)		6,436
Production and operating expenses		—			313			—		—			—			1,400			(2	)		1,711
Selling, general and administrative expenses		2			260			—		—			—			68			—			330
Exploration expenses		—			101			—		—			—			118			—			219
Depreciation, depletion and amortization		—			197			—		—			—			1,502			—			1,699
Taxes other than income taxes		—			57			—		—			—			619			—			676
Accretion on discounted liabilities		—			13			—		—			—			89			—			102
Interest and debt expense		542			76			10		19			8			40			(534	)		161
Foreign currency transaction (gains) losses		(28	)		(7	)		—		46			46			(58	)		—			(1	)

Total Costs and Expenses		516			4,480			10		65			54			7,116			(908	)		11,333

Income (loss) from continuing operations before income taxes		1,596			2,301			1		(43	)		(46	)		4,589			(4,642	)		3,756
Provision for income taxes		(200	)		132			—		1			(6	)		2,018			—			1,945

Income (Loss) From Continuing Operations		1,796			2,169			1		(44	)		(40	)		2,571			(4,642	)		1,811
Income from discontinued operations		2			2			—		—			—			2			(4	)		2

Net income (loss)		1,798			2,171			1		(44	)		(40	)		2,573			(4,646	)		1,813
Less: net income attributable to noncontrolling interests		—			—			—		—			—			(15	)		—			(15	)

Net Income (Loss) Attributable to ConocoPhillips	$	1,798			2,171			1		(44	)		(40	)		2,558			(4,646	)		1,798

Comprehensive Income (Loss) Attributable to ConocoPhillips	$	2,260			2,633			1		7			(20	)		3,280			(5,901	)		2,260


Income Statement	Three Months Ended September 30, 2011
Revenues and Other Income
Sales and other operating revenues	$	—			5,585			—		—			—			10,921			—			16,506
Equity in earnings of affiliates		1,759			1,914			—		—			—			638			(3,868	)		443
Gain (loss) on dispositions		—			(2	)		—		—			—			(258	)		—			(260	)
Other income (loss)		(1	)		(23	)		—		—			—			30			—			6
Intercompany revenues		1			191			11		23			9			834			(1,069	)		—

Total Revenues and Other Income		1,759			7,665			11		23			9			12,165			(4,937	)		16,695

Costs and Expenses
Purchased commodities		—			4,857			—		—			—			3,729			(610	)		7,976
Production and operating expenses		—			293			—		—			—			1,479			(5	)		1,767
Selling, general and administrative expenses		2			88			—		—			—			56			(1	)		145
Exploration expenses		—			99			—		—			—			167			—			266
Depreciation, depletion and amortization		—			216			—		—			—			1,429			—			1,645
Taxes other than income taxes		—			66			—		—			—			838			—			904
Accretion on discounted liabilities		—			12			—		—			—			95			—			107
Interest and debt expense		427			106			10		19			8			113			(453	)		230
Foreign currency transaction (gains) losses		—			8			—		(106	)		(101	)		249			—			50

Total Costs and Expenses		429			5,745			10		(87	)		(93	)		8,155			(1,069	)		13,090

Income from continuing operations before income taxes		1,330			1,920			1		110			102			4,010			(3,868	)		3,605
Provision for income taxes		(150	)		161			—		2			16			2,081			—			2,110

Income From Continuing Operations		1,480			1,759			1		108			86			1,929			(3,868	)		1,495
Income from discontinued operations		1,136			1,136			—		—			—			750			(1,886	)		1,136

Net income		2,616			2,895			1		108			86			2,679			(5,754	)		2,631
Less: net income (loss) attributable to noncontrolling interests		—			—			—		—			—			(15	)		—			(15	)

Net Income Attributable to ConocoPhillips	$	2,616			2,895			1		108			86			2,664			(5,754	)		2,616

Comprehensive Income (Loss) Attributable to ConocoPhillips	$	(306	)		(27	)		1		(3	)		42			(277	)		264			(306	)


	Millions of Dollars
	Nine Months Ended September 30, 2012
Income Statement	ConocoPhillips			ConocoPhillips Company			ConocoPhillips Australia Funding Company		ConocoPhillips Canada Funding Company I			ConocoPhillips Canada Funding Company II			All Other Subsidiaries			Consolidating Adjustments			Total Consolidated
Revenues and Other Income
Sales and other operating revenues	$	—			12,598			—		—			—			30,894			—			43,492
Equity in earnings of affiliates		6,848			7,785			—		—			—			1,355			(14,564	)		1,424
Gain on dispositions		—			3			—		—			—			1,638			—			1,641
Other income (loss)		(77	)		155			—		—			—			90			—			168
Intercompany revenues		40			779			34		67			25			3,192			(4,137	)		—

Total Revenues and Other Income		6,811			21,320			34		67			25			37,169			(18,701	)		46,725

Costs and Expenses
Purchased commodities		—			11,044			—		—			—			9,642			(2,372	)		18,314
Production and operating expenses		—			917			—		—			—			4,336			(21	)		5,232
Selling, general and administrative expenses		10			690			—		—			—			201			(9	)		892
Exploration expenses		—			287			—		—			—			881			—			1,168
Depreciation, depletion and amortization		—			605			—		—			—			4,343			—			4,948
Impairments		—			—			—		—			—			296			—			296
Taxes other than income taxes		—			207			—		—			—			2,476			—			2,683
Accretion on discounted liabilities		—			39			—		—			—			275			—			314
Interest and debt expense		1,668			247			31		58			24			255			(1,735	)		548
Foreign currency transaction (gains) losses		(30	)		19			—		34			47			(52	)		—			18

Total Costs and Expenses		1,648			14,055			31		92			71			22,653			(4,137	)		34,413

Income (loss) from continuing operations before income taxes		5,163			7,265			3		(25	)		(46	)		14,516			(14,564	)		12,312
Provision for income taxes		(589	)		417			1		7			(6	)		6,675			—			6,505

Income (Loss) From Continuing Operations		5,752			6,848			2		(32	)		(40	)		7,841			(14,564	)		5,807
Income from discontinued operations		1,250			1,250			—		—			—			997			(2,247	)		1,250

Net income (loss)		7,002			8,098			2		(32	)		(40	)		8,838			(16,811	)		7,057
Less: net income attributable to noncontrolling interests		—			—			—		—			—			(55	)		—			(55	)

Net Income (Loss) Attributable to ConocoPhillips	$	7,002			8,098			2		(32	)		(40	)		8,783			(16,811	)		7,002

Comprehensive Income (Loss) Attributable to ConocoPhillips	$	7,881			8,968			2		24			(18	)		9,356			(18,332	)		7,881


Income Statement	Nine Months Ended September 30, 2011
Revenues and Other Income
Sales and other operating revenues	$	—			15,904			—		—			—			33,558			—			49,462
Equity in earnings of affiliates		6,793			6,722			—		—			—			1,277			(13,648	)		1,144
Gain on dispositions		—			263			—		—			—			125			—			388
Other income (loss)		(1	)		46			—		—			—			127			—			172
Intercompany revenues		3			1,072			34		69			26			2,000			(3,204	)		—

Total Revenues and Other Income		6,795			24,007			34		69			26			37,087			(16,852	)		51,166

Costs and Expenses
Purchased commodities		—			13,927			—		—			—			10,622			(1,934	)		22,615
Production and operating expenses		—			855			—		—			—			4,145			(59	)		4,941
Selling, general and administrative expenses		11			405			—		—			—			189			(9	)		596
Exploration expenses		—			225			—		—			—			481			—			706
Depreciation, depletion and amortization		—			660			—		—			—			4,679			—			5,339
Taxes other than income taxes		—			226			—		—			—			2,760			—			2,986
Accretion on discounted liabilities		—			35			—		—			—			284			—			319
Interest and debt expense		1,109			343			31		58			24			366			(1,202	)		729
Foreign currency transaction (gains) losses		—			(8	)		—		(50	)		(93	)		226			—			75

Total Costs and Expenses		1,120			16,668			31		8			(69	)		23,752			(3,204	)		38,306

Income from continuing operations before income taxes		5,675			7,339			3		61			95			13,335			(13,648	)		12,860
Provision for income taxes		(391	)		546			1		1			24			6,567			—			6,748

Income From Continuing Operations		6,066			6,793			2		60			71			6,768			(13,648	)		6,112
Income from discontinued operations		2,980			2,980			—		—			—			2,149			(5,129	)		2,980

Net income		9,046			9,773			2		60			71			8,917			(18,777	)		9,092
Less: net income attributable to noncontrolling interests		—			—			—		—			—			(46	)		—			(46	)

Net Income Attributable to ConocoPhillips	$	9,046			9,773			2		60			71			8,871			(18,777	)		9,046

Comprehensive Income (Loss) Attributable to ConocoPhillips	$	7,476			8,203			2		(2	)		46			7,189			(15,438	)		7,476


	Millions of Dollars
	September 30, 2012
Balance Sheet	ConocoPhillips			ConocoPhillips Company		ConocoPhillips Australia Funding Company		ConocoPhillips Canada Funding Company I			ConocoPhillips Canada Funding Company II			All Other Subsidiaries		Consolidating Adjustments			Total Consolidated
Assets
Cash and cash equivalents	$	1			12		3		44			1			1,207		—			1,268
Restricted cash		2,468			—		—		—			—			—		—			2,468
Accounts and notes receivable		20			6,905		—		—			—			12,619		(10,361	)		9,183
Inventories		—			167		—		—			—			1,009		—			1,176
Prepaid expenses and other current assets		19			728		—		1			—			938		—			1,686

Total Current Assets		2,508			7,812		3		45			1			15,773		(10,361	)		15,781
Investments, loans and long-term receivables*		79,733			115,262		771		1,496			595			40,667		(213,460	)		25,064
Net properties, plants and equipment		—			8,519		—		—			—			65,093		—			73,612
Intangibles		—			8		—		—			—			2		—			10
Other assets		57			204		—		2			3			636		—			902

Total Assets	$	82,298			131,805		774		1,543			599			122,171		(223,821	)		115,369

Liabilities and Stockholders’ Equity
Accounts payable	$	—			14,605		—		3			1			5,734		(10,361	)		9,982
Short-term debt		1,378			4		750		—			—			203		—			2,335
Accrued income and other taxes		—			129		—		4			—			2,704		—			2,837
Employee benefit obligations		—			470		—		—			—			208		—			678
Other accruals		139			210		19		32			11			1,140		—			1,551

Total Current Liabilities		1,517			15,418		769		39			12			9,989		(10,361	)		17,383
Long-term debt		9,454			3,220		—		1,250			499			4,359		—			18,782
Asset retirement obligations and accrued environmental costs		—			1,168		—		—			—			7,253		—			8,421
Joint venture acquisition obligation		—			—		—		—			—			3,006		—			3,006
Deferred income taxes		14			58		—		16			3			14,064		—			14,155
Employee benefit obligations		—			2,523		—		—			—			699		—			3,222
Other liabilities and deferred credits*		30,454			19,991		—		139			77			17,274		(65,412	)		2,523

Total Liabilities		41,439			42,378		769		1,444			591			56,644		(75,773	)		67,492
Retained earnings		28,242			22,341		3		(102	)		(95	)		31,549		(47,174	)		34,764
Other common stockholders’ equity		12,617			67,086		2		201			103			33,507		(100,874	)		12,642
Noncontrolling interests		—			—		—		—			—			471		—			471

Total Liabilities and Stockholders’ Equity	$	82,298			131,805		774		1,543			599			122,171		(223,821	)		115,369


Balance Sheet	December 31, 2011**
Assets
Cash and cash equivalents	$	—			2,028		1		37			1			3,713		—			5,780
Short-term investments		—			—		—		—			—			581		—			581
Accounts and notes receivable		60			9,186		—		—			—			20,898		(13,618	)		16,526
Inventories		—			2,239		—		—			—			2,392		—			4,631
Prepaid expenses and other current assets		22			1,090		—		1			—			1,587		—			2,700

Total Current Assets		82			14,543		1		38			1			29,171		(13,618	)		30,218
Investments, loans and long-term receivables*		96,284			135,618		760		1,417			565			59,651		(260,512	)		33,783
Net properties, plants and equipment		—			19,595		—		—			—			64,585		—			84,180
Goodwill		—			3,332		—		—			—			—		—			3,332
Intangibles		—			722		—		—			—			23		—			745
Other assets		64			301		—		2			3			602		—			972

Total Assets	$	96,430			174,111		761		1,457			569			154,032		(274,130	)		153,230

Liabilities and Stockholders’ Equity
Accounts payable	$	10			18,747		—		1			1			14,512		(13,618	)		19,653
Short-term debt		892			27		—		—			—			94		—			1,013
Accrued income and other taxes		—			315		—		2			—			3,903		—			4,220
Employee benefit obligations		—			835		—		—			—			276		—			1,111
Other accruals		244			634		9		14			6			1,164		—			2,071

Total Current Liabilities		1,146			20,558		9		17			7			19,949		(13,618	)		28,068
Long-term debt		10,951			3,599		749		1,250			498			4,563		—			21,610
Asset retirement obligations and accrued environmental costs		—			1,766		—		—			—			7,563		—			9,329
Joint venture acquisition obligation		—			—		—		—			—			3,582		—			3,582
Deferred income taxes		(5	)		3,982		—		11			9			14,043		—			18,040
Employee benefit obligations		—			3,092		—		—			—			976		—			4,068
Other liabilities and deferred credits*		25,959			40,479		—		104			29			20,047		(83,834	)		2,784

Total Liabilities		38,051			73,476		758		1,382			543			70,723		(97,452	)		87,481
Retained earnings		42,550			34,921		1		(70	)		(55	)		29,821		(58,119	)		49,049
Other common stockholders’ equity		15,829			65,714		2		145			81			52,978		(118,559	)		16,190
Noncontrolling interests		—			—		—		—			—			510		—			510

Total Liabilities and Stockholders’ Equity	$	96,430			174,111		761		1,457			569			154,032		(274,130	)		153,230

*Includes intercompany loans.
**Certain amounts have been restated to reflect a prior period adjustment. See Note 16—Accumulated Other Comprehensive Income, in the Notes to Consolidated Financial Statements.


	Millions of Dollars
	Nine Months Ended September 30, 2012
Statement of Cash Flows	ConocoPhillips			ConocoPhillips Company			ConocoPhillips Australia Funding Company		ConocoPhillips Canada Funding Company I			ConocoPhillips Canada Funding Company II			All Other Subsidiaries			Consolidating Adjustments			Total Consolidated
Cash Flows From Operating Activities
Net cash provided by continuing operating activities	$	3,530			12,353			2		7			—			4,423			(10,469	)		9,846
Net cash provided by (used in) discontinued operations		—			397			—		—			—			(191	)		—			206

Net Cash Provided by Operating Activities		3,530			12,750			2		7			—			4,232			(10,469	)		10,052

Cash Flows From Investing Activities
Capital expenditures and investments		(317	)		(5,558	)		—		—			—			(10,147	)		4,685			(11,337	)
Proceeds from asset dispositions		14			933			—		—			—			2,086			(945	)		2,088
Net sales of short-term investments		—			—			—		—			—			597			—			597
Long-term advances/loans—related parties		—			(74	)		—		—			—			(2,900	)		2,955			(19	)
Collection of advances/loans—related parties		—			133			—		—			—			1,092			(1,125	)		100
Other		—			4			—		—			—			173			—			177

Net cash used in continuing investing activities		(303	)		(4,562	)		—		—			—			(9,099	)		5,570			(8,394	)
Net cash provided by (used in) discontinued operations		—			(232	)		—		—			—			8,028			(8,100	)		(304	)

Net Cash Used in Investing Activities		(303	)		(4,794	)		—		—			—			(1,071	)		(2,530	)		(8,698	)

Cash Flows From Financing Activities
Issuance of debt		485			3,000			—		—			—			55			(3,055	)		485
Repayment of debt		(1,576	)		(9,241	)		—		—			—			(177	)		9,326			(1,668	)
Special cash distribution from Phillips 66		7,818			—			—		—			—			—			—			7,818
Change in restricted cash		(2,468	)		—			—		—			—			—			—			(2,468	)
Issuance of company common stock		83			—			—		—			—			—			—			83
Repurchase of company common stock		(5,098	)		—			—		—			—			—			—			(5,098	)
Dividends paid		(2,469	)		—			—		—			—			(5,011	)		5,011			(2,469	)
Other		(1	)		63			—		—			—			(1,540	)		931			(547	)

Net cash used in continuing financing activities		(3,226	)		(6,178	)		—		—			—			(6,673	)		12,213			(3,864	)
Net cash provided by (used in) discontinued operations operations		—			(3,786	)		—		—			—			981			786			(2,019	)

Net Cash Used in Financing Activities		(3,226	)		(9,964	)		—		—			—			(5,692	)		12,999			(5,883	)

Effect of Exchange Rate Changes on Cash and Cash Equivalents		—			(8	)		—		—			—			25			—			17

Net Change in Cash and Cash Equivalents		1			(2,016	)		2		7			—			(2,506	)		—			(4,512	)
Cash and cash equivalents at beginning of period		—			2,028			1		37			1			3,713			—			5,780

Cash and Cash Equivalents at End of Period	$	1			12			3		44			1			1,207			—			1,268


Statement of Cash Flows	Nine Months Ended September 30, 2011
Cash Flows From Operating Activities
Net cash provided by (used in) continuing
operating activities	$	10,645			(3,087	)		2		6			(6	)		7,113			(3,277	)		11,396
Net cash provided by (used in) discontinued operations		—			(181	)		—		—			—			2,619			—			2,438

Net Cash Provided by (Used in) Operating Activities		10,645			(3,268	)		2		6			(6	)		9,732			(3,277	)		13,834

Cash Flows From Investing Activities
Capital expenditures and investments		—			(1,092	)		—		—			—			(7,653	)		(2	)		(8,747	)
Proceeds from asset dispositions		—			318			—		—			—			1,636			—			1,954
Net purchases of short-term investments		—			—			—		—			—			(1,623	)		—			(1,623	)
Long-term advances/loans—related parties		—			(113	)		—		(4	)		—			(4,562	)		4,665			(14	)
Collection of advances/loans—related parties		(1	)		622			—		—			—			1,504			(2,037	)		88
Other		—			5			—		—			—			32			2			39

Net cash used in continuing investing activities		(1	)		(260	)		—		(4	)		—			(10,666	)		2,628			(8,303	)
Net cash provided by (used in) discontinued operations		—			191			—		—			—			(27	)		—			164

Net Cash Used in Investing Activities		(1	)		(69	)		—		(4	)		—			(10,693	)		2,628			(8,139	)

Cash Flows From Financing Activities
Issuance of debt		—			4,558			—		—			4			19			(4,581	)		—
Repayment of debt		—			(1,807	)		—		—			—			(564	)		1,952			(419	)
Issuance of company common stock		109			—			—		—			—			—			—			109
Repurchase of company common stock		(7,984	)		—			—		—			—			—			—			(7,984	)
Dividends paid		(2,761	)		—			—		—			—			(2,573	)		2,573			(2,761	)
Other		(8	)		54			—		—			—			(588	)		—			(542	)

Net cash provided by (used in) continuing financing activities		(10,644	)		2,805			—		—			4			(3,706	)		(56	)		(11,597	)
Net cash used in discontinued operations		—			(14	)		—		—			—			(291	)		284			(21	)

Net Cash Provided by (Used in) Financing Activities		(10,644	)		2,791			—		—			4			(3,997	)		228			(11,618	)

Effect of Exchange Rate Changes on Cash and Cash Equivalents		—			(10	)		—		—			—			(84	)		—			(94	)

Net Change in Cash and Cash Equivalents		—			(556	)		2		2			(2	)		(5,042	)		(421	)		(6,017	)
Cash and cash equivalents at beginning of period		—			718			—		29			4			8,703			—			9,454

Cash and Cash Equivalents at End of Period	$	—			162			2		31			2			3,661			(421	)		3,437

Item 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management’s Discussion and Analysis is the company’s analysis of its financial performance and of significant trends that may affect future performance. It should be read in conjunction with the financial statements and notes. It contains forward-looking statements including, without limitation, statements relating to the company’s plans, strategies, objectives, expectations and intentions that are made pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The words “anticipate,” “estimate,” “believe,” “budget,” “continue,” “could,” “intend,” “may,” “plan,” “potential,” “predict,” “seek,” “should,” “will,” “would,” “expect,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target” and similar expressions identify forward-looking statements. The company does not undertake to update, revise or correct any of the forward-looking information unless required to do so under the federal securities laws. Readers are cautioned that such forward-looking statements should be read in conjunction with the company’s disclosures under the heading: “CAUTIONARY STATEMENT FOR THE PURPOSES OF THE ‘SAFE HARBOR’ PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995,” beginning on page 53.

Due to the separation of our downstream businesses on April 30, 2012, which is reported as discontinued operations, income (loss) from continuing operations is more representative of ConocoPhillips as an independent exploration and production company. The terms “earnings” and “loss” as used in Management’s Discussion and Analysis refer to income (loss) from continuing operations.

BUSINESS ENVIRONMENT AND EXECUTIVE OVERVIEW

ConocoPhillips is the world’s largest independent exploration and production (E&P) company, based on proved reserves and production of liquids and natural gas. Headquartered in Houston, Texas, we have operations and activities in 30 countries. At September 30, 2012, we had approximately 16,700 employees worldwide and total assets of $115 billion.

The Separation

On April 30, 2012, we completed the separation of our downstream businesses into an independent, publicly traded company, Phillips 66. Our refining, marketing and transportation businesses, most of our Midstream segment, our Chemicals segment, as well as our power generation and certain technology operations included in our Emerging Businesses segment, were transferred to Phillips 66. Results of operations related to Phillips 66 have been classified as discontinued operations in all periods presented in this Form 10-Q. For additional information, see Note 2—Separation of Downstream Business, in the Notes to Consolidated Financial Statements.

Business Environment

As a newly established, independent E&P company, we are solely focused on exploring for, developing and producing oil and natural gas globally. Our commitment to safety and environmental stewardship, operating excellence and financial responsibility is fundamental to our success. We continue to focus on improving our financial position and increasing shareholder returns through production and margin growth, portfolio optimization and maintaining sector-leading dividend distributions. In order to remain competitive, we must continually develop and replenish a portfolio of projects which offer attractive financial returns on our investment. We continue to evaluate our assets regularly to determine whether they fit our strategic plans or should be sold or otherwise disposed, and, as a result, we remain positioned to complete our $8–$10 billion asset disposition program by the end of 2013. For the first nine months of 2012, we have generated proceeds of approximately $2.1 billion as part of this program, which mainly included the sale of the Vietnam business, the Alba and Statfjord fields in the North Sea and our investment in Naryanmarneftegaz (NMNG) in Russia.

Because we participate in a capital-intensive industry, we make significant investments to acquire acreage, explore for new oil and gas fields, develop newly discovered fields and maintain existing fields. In the short-term, we will fund a portion of our capital program through the proceeds from our strategic asset dispositions. In the long-term, we plan to fund our capital program organically by investing in high-return developments which will grow our margins and cash flow. We expect our capital spending will be $15.5 billion to $16 billion in 2012. Over the next five years, we plan to execute a disciplined capital program in order to generate 3 to 5 percent annual production volume and margin growth, primarily from major developments underway in the United States, Canada, the United Kingdom and Norwegian North Sea, Malaysia and Australia.

The most significant factors impacting our profitability and related reinvestment of our operating cash flows into our business are the prices for crude oil and natural gas. The prices for these commodity products are subject to factors external to our company, over which we have no control. These prices are supply- and demand-based and can be very volatile; therefore, our strategy is to maintain a core portfolio of low-risk, high-return projects from legacy assets, coupled with a portfolio which offers growth opportunities, such as unconventional plays, deepwater and arctic drilling and liquefied natural gas (LNG).

The following table depicts the average benchmark prices for West Texas Intermediate (WTI) crude oil, Dated Brent crude oil and U.S. Henry Hub natural gas:

Dollars Per Unit

Three Months Ended
September 30

Nine Months Ended
September 30

2012

2011

2012

2011

Market Indicators

WTI (per barrel)

92.11

89.70

96.18

95.37

Dated Brent (per barrel)

109.61

113.46

112.09

111.93

U.S. Henry Hub first of month (per million British thermal units)

2.80

4.20

2.58

4.21

Industry crude prices for WTI increased 3 percent in the third quarter of 2012 and increased 1 percent in the first nine months of 2012, compared with the same periods of 2011, while Brent prices decreased 3 percent in the third quarter of 2012 and remained relatively flat in the first nine months of 2012. Global oil prices strengthened during the third quarter of 2012, as global economic concerns eased and geopolitical risks remained high. WTI continued to trade at a discount to Brent, mainly due to high inventory levels and excess crude supply in the U.S. Midcontinent market.

Henry Hub natural gas prices decreased 33 percent in the third quarter of 2012, and decreased 39 percent in the first nine months of 2012, compared with the same periods of 2011. U.S. natural gas prices remained depressed in 2012, due to high inventory levels, which resulted from a warmer-than-normal winter and sustained production from shale plays. Prolonged low U.S. natural gas prices may continue to have an adverse effect on our results of operations. The expansion in shale production has also helped boost supplies of natural gas liquids, resulting in downward pressure on natural gas liquids prices in the United States. As a result, our domestic realized natural gas liquids price declined 26 percent in the first nine months of 2012, compared with the same period of 2011.

Key Operating and Financial Highlights

Significant highlights during the third quarter of 2012 included the following:

•

Achieved quarterly production of 1.525 million barrels of oil equivalent per day.

•

Continued ramp-up of production in Eagle Ford and Bakken.

•

Continued growth from Canadian oil sands; successful startup of Christina Lake Phase D.

•

Advanced major growth projects and drilling programs.

•

Completed turnarounds at major facilities worldwide, as planned.

•

Increased exploration activity in conventional and unconventional opportunities globally.

•

Completed sale of NMNG and dilution of interest in Australia Pacific LNG (APLNG).

Outlook

Production for the fourth quarter of 2012 is expected to be higher than the third quarter of 2012, reflecting completion of turnaround activity and ongoing ramp-up in major North American programs, most notably in the Eagle Ford and Canadian oil sands. Full-year 2012 production is estimated to be 1.57 million to 1.58 million barrels of oil equivalent per day. We anticipate continued progress on our major projects and drilling programs in the fourth quarter of 2012, including the evaluation of drilling results on several exploration prospects.

RESULTS OF OPERATIONS

Unless otherwise indicated, discussion of results for the three- and nine-month periods ended September 30, 2012, is based on a comparison with the corresponding period of 2011.

Consolidated Results

We manage our operations through six operating segments, which are defined by geographic region: Alaska, Lower 48 and Latin America, Canada, Europe, Asia Pacific and Middle East, and Other International. Our LUKOIL Investment represents our prior investment in the ordinary shares of OAO LUKOIL, which was sold in the first quarter of 2011. Corporate and Other represents costs not directly associated with an operating segment, such as most interest expense, corporate overhead, costs related to the separation and certain technology activities, net of licensing revenues.

A summary of income (loss) from continuing operations by business segment follows:


	Millions of Dollars
	Three Months Ended September 30						Nine Months Ended September 30
	2012			2011			2012			2011

Alaska	$	535			502			1,706			1,558
Lower 48 and Latin America		182			334			556			996
Canada		(31	)		73			(674	)		201
Europe		132			266			1,190			1,265
Asia Pacific and Middle East		683			482			3,231			2,330
Other International		567			53			634			251
LUKOIL Investment		—			—			—			239
Corporate and Other		(257	)		(215	)		(836	)		(728	)

Income from continuing operations	$	1,811			1,495			5,807			6,112

Earnings for ConocoPhillips increased 21 percent in the third quarter of 2012, while earnings for the nine-month period ended September 30, 2012, decreased 5 percent. The improvement in the third quarter of 2012 primarily resulted from:

•

Higher gains from asset sales of $336 million after-tax, compared with losses of $267 million after-tax in the third quarter of 2011.

•

Lower production taxes, mainly as a result of lower production volumes.

These items were partially offset by:

•

Lower prices.

•

Lower production volumes.

•

Pension settlement expense of $82 million after-tax. For additional information, see Note 18—Employee Benefit Plans, in the Notes to Consolidated Financial Statements.

The decrease in earnings for the nine-month period of 2012 was primarily due to:

•

Significantly lower volumes, largely due to dispositions, reduced production in China and higher planned maintenance.

•

Higher impairments. Non-cash impairments for the nine-month period of 2012 totaled $550 million after-tax.

•

Lower natural gas and natural gas liquids prices.

•

The absence of earnings from LUKOIL due to the divestiture of our interest.

•

Higher operating and selling, general and administrative (SG&A) expenses, which included the pension settlement expense of $82 million after-tax and separation costs of $80 million after-tax.

These items were partially offset by:

•

Higher gains from asset sales of $1,557 million after-tax, compared with gains of $152 million after-tax in the comparative period of 2011.

•

Lower production taxes and depreciation, depletion and amortization (DD&A) expenses, mainly as a result of lower volumes.

•

Higher crude oil and LNG prices.

See the “Segment Results” section for additional information on our segment results.

Income Statement Analysis

Sales and other operating revenues decreased 12 percent in both the third quarter and nine-month period of 2012, mainly due to lower crude oil, natural gas and LNG volumes and lower natural gas and natural gas liquids prices. Higher LNG and crude oil prices partly offset the decrease in the nine-month period of 2012.

Equity in earnings of affiliates for the nine-month period of 2012 increased 24 percent. The increase primarily resulted from:

•

Improved earnings from Qatar Liquefied Gas Company Limited (3) (QG3), primarily due to higher LNG prices and a $72 million tax-related adjustment, partly offset by lower volumes.

•

The absence of the $83 million before-tax write-off of our investment associated with the cancellation of the Denali gas pipeline project in the second quarter of 2011.

•

Higher earnings from FCCL Partnership, mainly as a result of new production from Christina Lake Phases C and D, partly offset by lower bitumen prices.

These increases in equity earnings were partially offset by lower earnings from NMNG, largely due to lower volumes.

Gain on dispositions for the third quarter and nine-month period of 2012 increased $378 million and $1,253 million, respectively, compared with corresponding periods in 2011. Gains realized in the third quarter of 2012 were primarily due to the disposition of our equity investment in NMNG and the sale of our interest in Block 39 in Peru, which were partly offset by the loss on further dilution of our equity interest in APLNG from 42.5 percent to 37.5 percent. This is compared with a loss in the third quarter of 2011 as a result of the initial dilution of our equity interest in APLNG from 50 percent to 42.5 percent. Additional gains realized in the nine-month period of 2012 mainly resulted from the disposition of our Vietnam business and the Statfjord and Alba fields located in the North Sea, partially offset by the sale of certain E&P assets located in the Lower 48 and the remaining divestiture of our LUKOIL shares in the nine-month period of 2011.

Purchased commodities decreased 19 percent in both the third quarter and nine-month period of 2012, largely as a result of lower U.S. natural gas prices, partly offset by higher purchased volumes.

Production and operating expenses increased 6 percent in the nine-month period of 2012, mostly due to increased operating expenses in China and major turnaround expenses at our Bayu-Undan Field and Darwin LNG facility.

SG&A expenses increased 128 percent and 50 percent in the third quarter and nine-month period of 2012, respectively, mainly as a result of the pension settlement expense. The nine-month period of 2012 also included costs associated with the separation of Phillips 66.

Exploration expenses decreased 18 percent in the third quarter of 2012 and increased 65 percent in the nine-month period of 2012. The decrease in the third quarter of 2012 was mainly due to lower dry hole costs. The increase in the nine-month period was mostly due to the impairment of undeveloped leasehold costs associated with the Mackenzie Gas Project as a result of the indefinite suspension of the project in the first quarter of 2012.

DD&A decreased 7 percent in the nine-month period of 2012, primarily due to lower production volumes as a result of asset dispositions and lower production in China, partially offset by higher production volumes in the Lower 48.

Impairments increased $296 million in the nine-month period of 2012, largely due to the $213 million impairment of capitalized project development costs associated with the Mackenzie Gas Project in the first quarter of 2012, as well as the $78 million increase in the asset retirement obligation for the Don Field in the United Kingdom, which has ceased production. For additional information, see Note 8—Impairments, in the Notes to Consolidated Financial Statements.

Taxes other than income taxes decreased 25 percent and 10 percent in the third quarter and nine-month period of 2012, respectively, mostly due to lower production taxes as a result of lower crude oil production volumes. Lower crude oil prices also contributed to the decrease in the third quarter of 2012.

Interest and debt expense for the third quarter and nine-month period of 2012 decreased 30 percent and 25 percent, respectively, primarily due to higher capitalized interest on projects and lower interest expense due to lower average debt levels.

See Note 21—Income Taxes, in the Notes to Consolidated Financial Statements, for information regarding our provision for income taxes and effective tax rate.

Summary Operating Statistics


	Three Months Ended September 30				Nine Months Ended September 30
	2012		2011		2012		2011

Average Net Production
Crude oil (MBD)*		578		593		612		659
Natural gas liquids (MBD)		155		148		159		145
Bitumen (MBD)		92		64		88		65
Natural gas (MMCFD)**		4,199		4,397		4,258		4,539

Total Production (MBOED)***		1,525		1,538		1,569		1,626


	Dollars Per Unit
Average Sales Prices
Crude oil (per barrel)	$	102.72		106.61		106.92		105.78
Natural gas liquids (per barrel)		40.39		55.61		46.02		54.97
Bitumen (per barrel)		56.86		58.14		56.23		59.69
Natural gas (per thousand cubic feet)		4.56		5.45		4.60		5.39


	Millions of Dollars
Exploration Expenses
General administrative; geological and geophysical; and lease rentals	$	150		115		465		416
Leasehold impairment		63		40		627		122
Dry holes		6		111		76		168

	$	219		266		1,168		706

*Thousands of barrels per day.

**Millions of cubic feet per day. Represents quantities available for sale and excludes gas equivalent of natural gas liquids included above.

***Thousands of barrels of oil equivalent per day.

We explore for, produce, transport and market crude oil, bitumen, natural gas, LNG and natural gas liquids on a worldwide basis. At September 30, 2012, our operations were producing in the United States, Norway, the United Kingdom, Canada, Australia, offshore Timor-Leste in the Timor Sea, Indonesia, China, Libya, Nigeria, Algeria, Qatar and Russia.

Total production averaged 1,525 MBOED in the third quarter of 2012, a decrease of 1 percent compared with the third quarter of 2011. Production for the nine-month period of 2012 averaged 1,569 MBOED, down 4 percent from the corresponding period of 2011. The decreases in both periods of 2012 were mostly due to normal field decline, the impact from dispositions and higher planned and unplanned downtime. These decreases were largely offset by additional production from major projects, mainly from shale plays in the Lower 48 and ramp-up of new phases at FCCL, the resumption of production in Libya following a period of civil unrest in 2011, and increased drilling programs. Reduced production in Bohai Bay, China also contributed to the decrease in the nine-month period of 2012.

Segment Results

Alaska


	Three Months Ended September 30				Nine Months Ended September 30
	2012		2011		2012		2011

Income From Continuing Operations (millions of dollars)	$	535		502		1,706		1,558


Average Net Production
Crude oil (MBD)		157		187		185		197
Natural gas liquids (MBD)		10		12		15		15
Natural gas (MMCFD)		51		56		55		61


Total Production (MBOED)		176		208		209		222


Average Sales Prices
Crude oil (dollars per barrel)	$	106.53		107.26		110.54		105.19
Natural gas (dollars per thousand cubic feet)		3.97		5.04		4.21		4.52

The Alaska segment primarily explores for, produces, transports and markets crude oil, natural gas liquids, natural gas and LNG. As of September 30, 2012, Alaska contributed 23 percent of our worldwide liquids production and 1 percent of our natural gas production.

Our Alaska operations reported earnings of $535 million in the third quarter of 2012, a 7 percent increase compared with the same period in 2011. Earnings for the nine-month period of 2012 were $1,706 million, a 9 percent increase compared with the same period in 2011. The improvement in earnings in the third quarter of 2012 was largely due to lower production taxes, and to a lesser extent, lower DD&A. These improvements were mostly due to lower crude oil production as a result of major planned turnaround activity in Prudhoe and the Western North Slope in the third quarter of 2012. The impact to earnings from lower crude oil production was more than offset by sales from inventory, which contributed approximately $120 million after-tax to third quarter 2012 earnings. Lower LNG sales volumes partly offset the increase in earnings in the third quarter of 2012. Earnings in the nine-month period of 2012 benefitted from higher crude oil and LNG prices, the absence of the $54 million after-tax impairment of our investment associated with the cancellation of the Denali gas pipeline project in the second quarter of 2011, and lower production taxes and DD&A. These increases were partially offset by lower crude oil production volumes and higher operating expenses.

Production averaged 176 MBOED in the third quarter of 2012, a decrease of 15 percent compared with the third quarter of 2011. Production for the nine-month period of 2012 was 209 MBOED, a 6 percent decrease compared with the corresponding period in 2011. The reductions in both periods of 2012 were mainly due to normal field decline and major planned turnaround activity during the third quarter of 2012, partly offset by lower unplanned downtime.

Lower 48 and Latin America


	Three Months Ended September 30				Nine Months Ended September 30
	2012		2011		2012		2011


Income From Continuing Operations (millions of dollars)	$	182		334		556		996


Average Net Production
Crude oil (MBD)		124		95		119		89
Natural gas liquids (MBD)		87		79		85		72
Natural gas (MMCFD)		1,507		1,561		1,489		1,557


Total Production (MBOED)		462		434		452		421


Average Sales Prices
Crude oil (dollars per barrel)	$	90.06		89.13		92.84		92.28
Natural gas liquids (dollars per barrel)		31.40		52.25		36.89		50.08
Natural gas (dollars per thousand cubic feet)		2.64		4.15		2.47		4.16

As of September 30, 2012, Lower 48 and Latin America contributed 24 percent of our worldwide liquids production and 35 percent of our natural gas production. The Lower 48 and Latin America segment primarily consists of operations located in the U.S. Lower 48 states. Also included in this segment is our 39 percent equity interest in Phoenix Park Gas Processors Limited, which processes natural gas in Trinidad and markets natural gas liquids in the Atlantic Basin, and the Wingate fractionation plant located in Gallup, New Mexico.

Lower 48 and Latin America operations reported earnings of $182 million in the third quarter of 2012, a 46 percent decrease compared with the same period in 2011. Earnings for the nine-month period of 2012 were $556 million, a 44 percent decrease compared with the same period in 2011. The decreases for both periods of 2012 were primarily the result of substantially lower natural gas and natural gas liquids prices and higher DD&A, partially offset by higher crude oil and natural gas liquids volumes. In addition, third quarter 2012 earnings benefitted from lower dry hole costs and the gain on disposition of our interest in Block 39 in Peru, partially offset by higher undeveloped leasehold impairments. For the nine-month period of 2012, lower gains from asset dispositions, higher operating expenses and lower natural gas volumes also contributed to the decrease in earnings.

Average production in the Lower 48 increased 6 percent in the third quarter and 7 percent in the nine-month period of 2012, while average liquids production increased 21 percent and 26 percent over the same respective periods. The increases in both periods of 2012 were mainly due to new production, primarily from the Eagle Ford, Bakken and Permian areas, and improved drilling and well performance, partially offset by normal field decline, and planned and unplanned downtime.

Peru Blocks 123 and 129

In October 2012, we announced our decision not to pursue further exploration activities in Peru Blocks 123 and 129. This decision to withdraw prior to the next exploration period is part of our strategic plan to optimize our portfolio of assets.

Canada


	Three Months Ended September 30					Nine Months Ended September 30
	2012			2011		2012			2011


Income (Loss) From Continuing Operations (millions of dollars)	$	(31	)		73		(674	)		201


Average Net Production
Crude oil (MBD)		14			12		13			12
Natural gas liquids (MBD)		25			25		24			25
Bitumen (MBD)
Consolidated operations		12			11		11			10
Equity affiliates		80			53		77			55

Total bitumen		92			64		88			65
Natural gas (MMCFD)		874			929		867			940


Total Production (MBOED)		277			256		270			259


Average Sales Prices
Crude oil (dollars per barrel)	$	77.19			85.02		78.44			85.72
Natural gas liquids (dollars per barrel)		45.31			58.90		49.43			57.82
Bitumen (dollars per barrel)
Consolidated operations		56.23			45.79		58.41			49.79
Equity affiliates		56.95			60.65		55.90			61.50
Total bitumen		56.86			58.14		56.23			59.69
Natural gas (dollars per thousand cubic feet)		2.05			3.56		1.88			3.63

Our Canadian operations comprise mainly natural gas fields in western Canada and oil sands projects in the Athabasca Region of northeastern Alberta. As of September 30, 2012, Canada contributed 15 percent of our worldwide liquids production and 20 percent of our natural gas production.

Canada operations reported losses of $31 million and $674 million in the third quarter and nine-month period of 2012, respectively, versus earnings of $73 million and $201 million in the corresponding periods of 2011. Earnings in the nine-month period of 2012 included the $520 million after-tax impairment of the Mackenzie Gas Project and associated undeveloped leaseholds. The decreases in both periods of 2012 also reflected lower prices, predominantly natural gas, and higher operating and DD&A expenses from our FCCL venture. These decreases were partly offset by higher bitumen volumes and lower DD&A.

Average production increased 8 percent in the third quarter of 2012 and 4 percent in the nine-month period of 2012. The increases in both periods were largely due to new production from Christina Lake Phases C and D in FCCL. Normal field decline and the impact of asset dispositions were largely offset by additional production from western Canada.

Europe


	Three Months Ended September 30				Nine Months Ended September 30
	2012		2011		2012		2011


Income From Continuing Operations (millions of dollars)	$	132		266		1,190		1,265


Average Net Production
Crude oil (MBD)		117		150		137		167
Natural gas liquids (MBD)		5		9		8		11
Natural gas (MMCFD)		414		511		529		616


Total Production (MBOED)		191		245		233		281


Average Sales Prices
Crude oil (dollars per barrel)	$	109.67		115.03		113.69		112.39
Natural gas liquids (dollars per barrel)		57.62		58.05		56.97		59.32
Natural gas (dollars per thousand cubic feet)		8.87		9.08		9.53		9.04

The Europe segment consists of operations principally located in the Norwegian and U.K. sectors of the North Sea, as well as exploration activities in Poland and Greenland. As of September 30, 2012, our Europe operations contributed 16 percent of our worldwide liquids production and 13 percent of our natural gas production.

Earnings for our Europe operations were $132 million in the third quarter of 2012, a 50 percent decrease compared with the same period in 2011. Earnings for the nine-month period of 2012 were $1,190 million, a 6 percent decrease compared with the same period in 2011. Earnings for both periods of 2012 were impacted by $170 million in additional income tax expense, as a result of legislation enacted in the United Kingdom in July 2012, which restricted corporate tax relief on decommissioning costs to 50 percent. The additional tax expense resulted from the revaluation of deferred tax balances. Earnings for both periods of 2011 included $234 million in additional income tax expense, as a result of U.K. tax legislation enacted in July 2011, which increased the U.K. corporate tax rate applicable to upstream activity. This additional tax expense consisted of $106 million for the revaluation of deferred tax liabilities; $75 million to reflect the higher tax rates from the effective date of the legislation, March 24, 2011, through June 30, 2011; and $53 million for the impact of the higher tax rates on third quarter 2011 earnings.

Excluding the impact from the U.K. tax increases, the decrease in earnings in both periods of 2012 was primarily the result of substantially lower volumes. Earnings in the third quarter of 2012 were also impacted by losses on foreign currency transactions and lower crude oil prices, partly offset by lower DD&A. Earnings for the nine-month period of 2012 also benefitted from the $285 million after-tax gain on sale of our interests in the Statfjord and Alba fields, lower DD&A and gains on foreign currency transactions, partly offset by the $30 million after-tax impairment of the non-producing Don Field in the United Kingdom, due to an increase in the asset retirement obligation.

Average production decreased 22 percent in the third quarter and 17 percent in the nine-month period of 2012. The decreases in both periods of 2012 were mostly due to field decline, dispositions and slightly higher unplanned downtime, partly offset by production from new wells in Norway. Third quarter 2012 production was also impacted by slightly higher planned downtime in the United Kingdom.

In December 2011, we entered into an agreement to sell our interests in the MacCulloch and Nicol fields in the United Kingdom. The sales of these interests are expected to close in the fourth quarter of 2012, subject to agreement on final terms.

Asia Pacific and Middle East


	Three Months Ended				Nine Months Ended
	September 30				September 30
	2012		2011		2012		2011


Income From Continuing Operations (millions of dollars)	$	683		482		3,231		2,330


Average Net Production
Crude oil (MBD)
Consolidated operations		75		81		63		108
Equity affiliates		14		15		15		16

Total crude oil		89		96		78		124


Natural gas liquids (MBD)
Consolidated operations		17		13		16		12
Equity affiliates		7		7		7		7

Total natural gas liquids		24		20		23		19


Natural gas (MMCFD)
Consolidated operations		709		700		664		705
Equity affiliates		449		479		482		503

Total natural gas		1,158		1,179		1,146		1,208


Total Production (MBOED)		306		312		293		344


Average Sales Prices
Crude oil (dollars per barrel)
Consolidated operations	$	105.12		112.44		110.19		109.70
Equity affiliates		101.75		107.95		107.86		107.41
Total crude oil		104.60		111.81		109.74		109.44
Natural gas liquids (dollars per barrel)
Consolidated operations		71.06		71.77		77.60		74.34
Equity affiliates		62.18		70.79		73.67		72.32
Total natural gas liquids		68.60		71.40		76.40		73.55
Natural gas (dollars per thousand cubic feet)
Consolidated operations		10.64		10.68		10.80		9.76
Equity affiliates		2.82		2.85		2.72		2.91
Total natural gas		7.62		7.51		7.41		6.91

The Asia Pacific and Middle East segment has producing operations in China, Indonesia, Australia, the Timor Sea and Qatar, as well as exploration activities in Malaysia, Bangladesh and Brunei. As of September 30, 2012, Asia Pacific and Middle East contributed 12 percent of our worldwide liquids production and 27 percent of our natural gas production.

Asia Pacific and Middle East operations reported earnings of $683 million in the third quarter of 2012, a 42 percent increase compared with the same period in 2011. Earnings for the nine-month period of 2012 were $3,231 million, a 39 percent increase compared with the same period in 2011. The increase in earnings in both periods of 2012 reflected a $133 million after-tax loss recognized in the third quarter of 2012 due to the further dilution of our equity interest in APLNG from 42.5 percent to 37.5 percent, which was more than offset by the absence of the $279 million after-tax loss on the initial dilution of our interest in APLNG from 50 percent to 42.5 percent in the third quarter of 2011. Also contributing to the improvement in third quarter 2012 earnings were gains on foreign currency transactions, lower dry hole costs, the absence of Bohai Bay expenses incurred in

the third quarter of 2011, and lower taxes. These increases were partially offset by lower volumes, primarily as a result of our Vietnam disposition, and higher DD&A. Earnings in the nine-month period of 2012 also benefitted from the $931 million after-tax gain on sale of our Vietnam business, significantly higher LNG prices, lower DD&A, as well as a $72 million tax-related adjustment, largely offset by lower crude oil and LNG volumes and an $89 million after-tax charge related to the Bohai Bay settlement with the China State Oceanic Administration.

Production averaged 306 MBOED in the third quarter of 2012, a decrease of 2 percent compared with the third quarter of 2011. For the nine-month period of 2012, production averaged 293 MBOED, a decrease of 15 percent compared with the same period of 2011. The decrease in the third quarter of 2012 was largely due to the disposition of our Vietnam business, normal field decline and unplanned downtime in Qatar, partly offset by higher production in China. Production in the nine-month period of 2012 was also impacted by dispositions and decline, as well as lower production in China and higher planned downtime at our Bayu-Undan Field and Darwin LNG Facility.

APLNG

APLNG executed project financing agreements for an $8.5 billion project finance facility during the third quarter of 2012 and began drawing on the financing in October 2012. Our reduced ownership interest, coupled with Sinopec’s estimated $2.1 billion injection into APLNG associated with the dilution and APLNG’s successful placement of the $8.5 billion of project financing, will lower our future capital requirements to fund the project. We also plan to evaluate opportunities to further reduce our ownership interest in APLNG.

In connection with the execution of the project financing, we provided a completion guarantee for our pro-rata share of the project finance facility until the project achieves financial completion.

For additional information, see Note 3—Variable Interest Entities (VIEs), Note 6—Investments, Loans and Long-Term Receivables and Note 12—Guarantees, in the Notes to Consolidated Financial Statements.

China—Bohai Bay

At the end of the third quarter of 2012, Peng Lai’s net production was approximately 45 MBOED. We continue to seek approval for the revised overall development plan, while the environmental impact assessment was approved in October 2012. Oil offtake should remain fairly level for the remainder of 2012 under an approved interim operations resumption plan.

Other International


	Three Months Ended September 30				Nine Months Ended September 30
	2012		2011		2012		2011


Income (Loss) From Continuing Operations (millions of dollars)	$	567		53		634		251


Average Net Production
Crude oil (MBD)
Consolidated operations		66		27		65		38
Equity affiliates		11		26		15		32

Total crude oil		77		53		80		70

Natural gas liquids (MBD)		4		3		4		3
Natural gas (MMCFD)		195		161		172		157


Total Production (MBOED)		113		83		112		99


Average Sales Prices
Crude oil (dollars per barrel)
Consolidated operations	$	107.68		114.84		111.76		111.07
Equity affiliates		90.02		102.19		98.75		102.13
Total crude oil		105.71		108.69		109.43		106.94
Natural gas liquids (dollars per barrel)		14.26		12.60		13.99		13.15
Natural gas (dollars per thousand cubic feet)		3.44		2.36		2.84		2.19

The Other International segment includes producing operations in Nigeria, Libya, Algeria and Russia, as well as exploration activities in Angola and the Caspian Sea. As of September 30, 2012, Other International contributed 10 percent of our worldwide liquids production and 4 percent of our natural gas production.

Other International operations reported earnings of $567 million in the third quarter of 2012, an increase of $514 million compared with the same period in 2011. Earnings for the nine-month period of 2012 were $634 million, an increase of $383 million compared with the same period in 2011. The increase in both periods of 2012 was primarily the result of the $443 million after-tax gain on disposition of our interest in NMNG. Higher earnings from Libya in both periods of 2012 also contributed to the increase, as a result of the resumption of production following a period of civil unrest in 2011. In addition, lower volumes in Russia in the nine-month period of 2012 were partly offset by lower taxes.

Average production increased 36 percent and 13 percent in the third quarter and nine-month period of 2012, respectively. The increases in both periods of 2012 were mostly due to the resumption of production in Libya, partly offset by field decline in Russia and the disposition of our interest in NMNG.

Nigeria Flooding

Our production operations in Nigeria are currently exposed to severe flooding, and, as a result, our fourth quarter drilling program has been interrupted and production may be impacted. We hold a 20 percent interest in the affected Oil Mining Leases and Kwale Gas Plant. For the first nine months of 2012, our net production from Nigeria averaged 43 MBOED. Future impacts are unknown at this time.

LUKOIL Investment


	Millions of Dollars
	Three Months Ended September 30				Nine Months Ended September 30
	2012		2011		2012		2011

Income From Continuing Operations	$	—		—		—		239

This segment represents our former investment in the ordinary shares of OAO LUKOIL, an international, integrated oil and gas company headquartered in Russia. We sold our remaining interest in LUKOIL in the first quarter of 2011.

Corporate and Other


	Millions of Dollars
	Three Months Ended September 30						Nine Months Ended September 30
	2012			2011			2012			2011

Income (Loss) From Continuing Operations
Net interest	$	(214	)		(174	)		(503	)		(538	)
Corporate general and administrative expenses		(128	)		(33	)		(246	)		(137	)
Technology		46			44			6			43
Separation costs		(7	)		—			(80	)		—
Other		46			(52	)		(13	)		(96	)

	$	(257	)		(215	)		(836	)		(728	)

Net interest consists of interest and financing expense, net of interest income and capitalized interest, as well as premiums incurred on the early retirement of debt. Net interest increased 23 percent in the third quarter of 2012 and decreased 7 percent in the first nine months of 2012. The increase in the third quarter of 2012 was primarily due to a $68 million after-tax premium on early debt retirement, partly offset by higher capitalized interest on projects and lower interest expense due to lower debt levels. In the nine-month period of 2012, higher capitalized interest on projects and lower interest expense more than offset the premium on early debt retirement and lower interest income.

Corporate general and administrative expenses increased $95 million and $109 million in the third quarter and nine-month period of 2012, mostly due to $82 million after-tax of pension settlement expense. Higher costs related to compensation and benefit plans and corporate contributions also contributed to the increase in the nine-month period of 2012.

Technology includes our investment in new technologies or businesses, net of licensing revenues. Activities are focused on heavy oil and oil sands, unconventional reservoirs, subsurface technology, liquefied natural gas, arctic and deepwater, as well as sustainability technology. Technology earnings decreased by 86 percent in the nine-month period of 2012, mostly as a result of lower licensing revenues.

Separation costs consist of expenses related to the separation of our downstream businesses into a stand-alone, publicly traded company, Phillips 66. Expenses incurred in the third quarter and the nine-month period of 2012 primarily included costs related to compensation and benefit plans.

The category “Other” includes certain foreign currency transaction gains and losses, environmental costs associated with sites no longer in operation, and other costs not directly associated with an operating segment.

“Other” expenses improved $98 million in the third quarter and $83 million in the nine-month period of 2012. Both periods in 2012 mainly benefitted from foreign currency transaction gains, in addition to a $39 million after-tax settlement. In addition, the nine-month period of 2012 benefitted from the absence of various tax-related adjustments in 2011, which was partly offset by higher environmental expenses.

Our Corporate and Other net costs are estimated to be $1.1 billion after-tax for the full-year 2012.

CAPITAL RESOURCES AND LIQUIDITY

Financial Indicators


	Millions of Dollars
	September 30 2012			December 31 2011

Short-term debt	$	2,335			1,013
Total debt		21,117			22,623
Total equity*		47,877			65,749
Percent of total debt to capital**		31	%		26
Percent of floating-rate debt to total debt***		11	%		10

*	Certain amounts have been restated to reflect a prior period adjustment. See Note 16—Accumulated Other Comprehensive Income, in the Notes to Consolidated Financial Statements.

** Capital includes total debt and total equity.

*** Includes effect of interest rate swaps.

To meet our short- and long-term liquidity requirements, we look to a variety of funding sources. Cash generated from continuing operating activities is the primary source of funding. In addition, during the first nine months of 2012, we received $2,088 million in proceeds from asset sales and $7,818 million from a special cash distribution from Phillips 66, primarily using the proceeds from the $5.8 billion in Senior Notes issued by Phillips 66 in March 2012, as well as a portion of the approximately $3.6 billion in cash transferred to Phillips 66 at separation, consisting of funds received from the $2.0 billion term loan which Phillips 66 entered into immediately prior to the separation, and approximately $1.6 billion of cash held by Phillips 66 subsidiaries. The proceeds from the special cash distribution may be used solely to pay dividends, repurchase common stock, repay debt, or a combination of the foregoing, in each case within twelve months following the distribution. At September 30, 2012, the remaining balance of this cash distribution was $2,468 million and was included in the “Restricted cash” line on our consolidated balance sheet.

During the first nine months of 2012, available cash and restricted cash was used to support our ongoing capital expenditures and investments program, repurchase common stock, pay dividends and repay debt. Total dividends paid on our common stock during the first nine months of 2012 were $2,469 million. During the first nine months of 2012, cash and cash equivalents decreased by $4,512 million to $1,268 million.

In addition to cash flows from operating activities and proceeds from asset sales, we rely on our commercial paper and credit facility programs, and our shelf registration statement to support our short- and long-term liquidity requirements. We believe current cash balances and cash generated by operations, together with access to external sources of funds as described below in the “Significant Sources of Capital” section, will be sufficient to meet our funding requirements in the near- and long-term, including our capital spending program, dividend payments, required debt payments and the funding requirements to FCCL Partnership.

Significant Sources of Capital

Operating Activities

Cash provided by continuing operating activities was $9,846 million for the first nine months of 2012, compared with $11,396 million for the corresponding period of 2011, a 14 percent decrease. The decrease was primarily caused by lower volumes, primarily due to dispositions, and lower natural gas and natural gas liquids prices.

While the stability of our cash flows from operating activities benefits from geographic diversity, our short- and long-term operating cash flows are highly dependent upon prices for crude oil, bitumen, natural gas, LNG and natural gas liquids. Prices and margins in our industry are typically volatile, and are driven by market conditions over which we have no control. Absent other mitigating factors, as these prices and margins fluctuate, we would expect a corresponding change in our operating cash flows.

The level of our production volumes also impacts our cash flows. These production levels are impacted by such factors as acquisitions and dispositions of fields, field production decline rates, new technologies, operating efficiency, weather conditions, the addition of proved reserves through exploratory success, and their timely and cost-effective development. While we actively manage these factors, production levels can cause variability in cash flows, although generally this variability has not been as significant as that caused by commodity prices.

Asset Sales

Proceeds from asset sales during the first nine months of 2012 were $2,088 million, primarily from the sale of our Vietnam business, the sale of our equity interest in NMNG and the sale of our interest in the Statfjord and Alba fields in the North Sea. This compares with proceeds of $1,954 million in the first nine months of 2011, which mainly included the sale of our remaining interest in LUKOIL and certain properties located in the Lower 48. We plan to raise up to an additional $8 billion from asset sales by the end of 2013.

Commercial Paper and Credit Facilities

At September 30, 2012, we had a revolving credit facility totaling $7.5 billion expiring in August 2016. Our revolving credit facility may be used as direct bank borrowings, as support for issuances of letters of credit totaling up to $750 million, or as support for our commercial paper programs. The revolving credit facility is broadly syndicated among financial institutions and does not contain any material adverse change provisions or any covenants requiring maintenance of specified financial ratios or ratings. The facility agreement contains a cross-default provision relating to the failure to pay principal or interest on other debt obligations of $200 million or more by ConocoPhillips, or by any of its consolidated subsidiaries.

Credit facility borrowings may bear interest at a margin above rates offered by certain designated banks in the London interbank market or at a margin above the overnight federal funds rate or prime rates offered by certain designated banks in the United States. The agreement calls for commitment fees on available but unused amounts. The agreement also contains early termination rights if our current directors or their approved successors cease to be a majority of the Board of Directors.

Our primary funding source for short-term working capital needs is the ConocoPhillips $6.35 billion commercial paper program. Commercial paper maturities are generally limited to 90 days. We also have the ConocoPhillips Qatar Funding Ltd. $1.15 billion commercial paper program, which is used to fund commitments relating to the QG3 Project. At September 30, 2012, and December 31, 2011, we had no direct borrowings under the revolving credit facilities, with no letters of credit issued at September 30, 2012, and $40 million at December 31, 2011. In addition, under the two ConocoPhillips commercial paper programs, $1,540 million of commercial paper was outstanding at September 30, 2012, compared with $1,128 million at December 31, 2011. Since we had $1,540 million of commercial paper outstanding and had issued no letters of credit, we had access to $6.0 billion in borrowing capacity under our revolving credit facilities at September 30, 2012.

Shelf Registration

We have a universal shelf registration statement on file with the U.S. Securities and Exchange Commission under which we, as a well-known seasoned issuer, have the ability to issue and sell an indeterminate amount of various types of debt and equity securities.

Off-Balance Sheet Arrangements

As part of our normal ongoing business operations and consistent with normal industry practice, we enter into numerous agreements with other parties to pursue business opportunities, which share costs and apportion risks among the parties as governed by the agreements.

For information about guarantees, see Note 12—Guarantees, in the Notes to Consolidated Financial Statements, which is incorporated herein by reference.

Capital Requirements

For information about our capital expenditures and investments, see the “Capital Spending” section.

Our debt balance at September 30, 2012, was $21.1 billion, a decrease of $1.5 billion from the balance at December 31, 2011. During the first nine months of 2012, we repaid bonds totaling $1.5 billion. We incurred a before-tax loss on the redemption of $79 million, consisting of a make-whole premium and unamortized issuance costs. In October 2012, we repaid $897 million of 4.75% notes upon maturity.

We are obligated to contribute $7.5 billion, plus interest, over a 10-year period that began in 2007, to FCCL. Quarterly principal and interest payments of $237 million began in the second quarter of 2007, and will continue until the balance is paid. Of the principal obligation amount, approximately $763 million was short-term and was included in the “Accounts payable—related parties” line on our September 30, 2012, consolidated balance sheet. The principal portion of these payments, which totaled $546 million in the first nine months of 2012, is included in the “Other” line in the financing activities section on our consolidated statement of cash flows. Interest accrues at a fixed annual rate of 5.3 percent on the unpaid principal balance. Fifty percent of the quarterly interest payment is reflected as a capital contribution and is included in the “Capital expenditures and investments” line on our consolidated statement of cash flows.

In July 2012, we announced a dividend of 66 cents per share. The dividend was paid September 4, 2012, to stockholders of record at the close of business on July 23, 2012. Additionally, in October 2012, we announced a dividend of 66 cents per share. The dividend will be paid December 3, 2012, to stockholders of record at the close of business on October 15, 2012.

On December 2, 2011, our Board of Directors authorized the purchase of up to an additional $10 billion of our common stock over the subsequent two years. Since our share repurchase programs began in 2010, share repurchases totaled 300 million shares at a cost of $20.1 billion through September 30, 2012. Future share repurchases will be made opportunistically, contingent upon commodity prices and proceeds from asset dispositions.

Capital Spending

Capital Expenditures and Investments


	Millions of Dollars
	Nine Months Ended September 30
	2012		2011

Alaska	$	596		585
Lower 48 and Latin America		3,894		2,782
Canada		1,550		1,159
Europe		2,095		1,540
Asia Pacific and Middle East		2,053		1,763
Other International		1,016		801
LUKOIL		—		—
Corporate and Other		133		117

	$	11,337		8,747

United States	$	4,621		3,483
International		6,716		5,264

	$	11,337		8,747

During the first nine months of 2012, capital expenditures and investments supported key exploration and development programs, primarily:

•

Oil and natural gas exploration and development activities in the Lower 48, including the Eagle Ford and Bakken shale plays, and the Permian Basin.

•

Exploration leases and wells in deepwater Gulf of Mexico.

•

Oil sands development and ongoing liquids-focused plays in Canada.

•

Further development of coalbed methane projects associated with the APLNG joint venture in Australia.

•

Continued development of new fields offshore Malaysia and ongoing exploration and development activity offshore Indonesia and Australia.

•

In Europe, development activities in the Ekofisk, Jasmine and Clair Ridge areas, as well as investment in a joint venture in Poland.

•

The Kashagan Field in the Caspian Sea.

•

Leasehold acquisitions in Angola.

Contingencies

Legal Matters

Environmental

We are subject to the same numerous international, federal, state and local environmental laws and regulations as other companies in our industry. For a discussion of the most significant of these environmental laws and regulations, including those with associated remediation obligations, see the “Environmental” section in Management’s Discussion and Analysis of Financial Condition and Results of Operations on pages 64, 65 and 66 of our 2011 Annual Report on Form 10-K.

We occasionally receive requests for information or notices of potential liability from the Environmental Protection Agency (EPA) and state environmental agencies alleging that we are a potentially responsible party under the Federal Comprehensive Environmental Response, Compensation and Liability Act (CERCLA) or an equivalent state statute. On occasion, we also have been made a party to cost recovery litigation by those agencies or by private parties. These requests, notices and lawsuits assert potential liability for remediation costs at various sites that typically are not owned by us, but allegedly contain wastes attributable to our past operations. As of December 31, 2011, we reported we had been notified of potential liability under CERCLA and comparable state laws at 74 sites around the United States. As of September 30, 2012, we had resolved 2 sites and transferred 61 sites to Phillips 66, bringing the number of unresolved sites with potential liability to 11.

At September 30, 2012, our balance sheet included a total environmental accrual of $380 million, compared with $922 million at December 31, 2011. A significant portion of our environmental contingencies at December 31, 2011, was transferred to Phillips 66. We expect to incur a substantial amount of these expenditures within the next 30 years.

Notwithstanding any of the foregoing, and as with other companies engaged in similar businesses, environmental costs and liabilities are inherent concerns in our operations and products, and there can be no assurance that material costs and liabilities will not be incurred. However, we currently do not expect any material adverse effect on our results of operations or financial position as a result of compliance with current environmental laws and regulations.

Climate Change

There has been a broad range of proposed or promulgated state, national and international laws focusing on greenhouse gas (GHG) reduction. These proposed or promulgated laws apply or could apply in countries where we have interests or may have interests in the future. Laws in this field continue to evolve, and while it is not possible to accurately estimate either a timetable for implementation or our future compliance costs relating to implementation, such laws, to the extent enacted, could have a material impact on our results of operations and financial condition. Examples of legislation and precursors for possible regulation that do or could affect our operations include the EPA’s announcement on March 29, 2010 (published as “Interpretation of Regulations that Determine Pollutants Covered by Clean Air Act Permitting Programs,” 75 Fed. Reg. 17004 (April 2, 2010)) and the EPA’s and U.S. Department of Transportation’s joint promulgation of a Final Rule on April 1, 2010, that trigger regulation of GHGs under the Clean Air Act, may trigger more climate-based claims for damages, and may result in longer agency review time for development projects.

For other examples of legislation or precursors for possible regulation and factors on which the ultimate impact on our financial performance will depend, see the “Climate Change” section in Management’s Discussion and Analysis of Financial Condition and Results of Operations on pages 66 and 67 of our 2011 Annual Report on Form 10-K.

CAUTIONARY STATEMENT FOR THE PURPOSES OF THE “SAFE HARBOR” PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This report includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. You can identify our forward-looking statements by the words “anticipate,” “estimate,” “believe,” “budget,” “continue,” “could,” “intend,” “may,” “plan,” “potential,” “predict,” “seek,” “should,” “will,” “would,” “expect,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target” and similar expressions.

We based the forward-looking statements on our current expectations, estimates and projections about ourselves and the industries in which we operate in general. We caution you these statements are not guarantees of future performance as they involve assumptions that, while made in good faith, may prove to be incorrect, and involve risks and uncertainties we cannot predict. In addition, we based many of these forward-looking statements on assumptions about future events that may prove to be inaccurate. Accordingly, our actual outcomes and results may differ materially from what we have expressed or forecast in the forward-looking statements. Any differences could result from a variety of factors, including the following:

•

Fluctuations in crude oil, bitumen, natural gas, LNG and natural gas liquids prices.

•

Potential failures or delays in achieving expected reserve or production levels from existing and future oil and gas development projects due to operating hazards, drilling risks and the inherent uncertainties in predicting reserves and reservoir performance.

•

Unsuccessful exploratory drilling activities or the inability to obtain access to exploratory acreage.

•

Unexpected changes in costs or technical requirements for constructing, modifying or operating facilities for exploration and production projects.

•

Lack of, or disruptions in, adequate and reliable transportation for our crude oil, natural gas, natural gas liquids, bitumen and LNG.

•

Inability to timely obtain or maintain permits, including those necessary for drilling and/or development projects, construction of LNG terminals or regasification facilities; comply with government regulations; or make capital expenditures required to maintain compliance.

•

Failure to complete definitive agreements and feasibility studies for, and to timely complete construction of, announced and future exploration and production and LNG projects.

•

Potential disruption or interruption of our operations due to accidents, extraordinary weather events, civil unrest, political events, terrorism or cyber attacks.

•

International monetary conditions and exchange controls.

•

Substantial investment or reduced demand for products as a result of existing or future environmental rules and regulations.

•

Liability for remedial actions, including removal and reclamation obligations, under environmental regulations.

•

Liability resulting from litigation.

•

General domestic and international economic and political developments, including armed hostilities; expropriation of assets; changes in governmental policies relating to crude oil, bitumen, natural gas, LNG or natural gas liquids pricing, regulation or taxation; other political, economic or diplomatic developments; and international monetary fluctuations.

•

Changes in tax and other laws, regulations (including alternative energy mandates), or royalty rules applicable to our business.

•

Limited access to capital or significantly higher cost of capital related to illiquidity or uncertainty in the domestic or international financial markets.

•

Delays in, or our inability to implement, our asset disposition plan.

•

Inability to obtain economical financing for projects, construction or modification of facilities and general corporate purposes.

•

The factors generally described in Item 1A—Risk Factors in our 2011 Annual Report on Form 10-K.

Item 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Information about market risks for the nine months ended September 30, 2012, does not differ materially from that discussed under Item 7A in our 2011 Annual Report on Form 10-K.

Item 4.

CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in reports we file or submit under the Securities Exchange Act of 1934, as amended (the Act), is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to management, including our principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure. As of September 30, 2012, with the participation of our management, our Chairman and Chief Executive Officer (principal executive officer) and our Executive Vice President, Finance and Chief Financial Officer (principal financial officer) carried out an evaluation, pursuant to Rule 13a-15(b) of the Act, of ConocoPhillips’ disclosure controls and procedures (as defined in Rule 13a-15(e) of the Act). Based upon that evaluation, our Chairman and Chief Executive Officer and our Executive Vice President, Finance and Chief Financial Officer concluded that our disclosure controls and procedures were operating effectively as of September 30, 2012.

There have been no changes in our internal control over financial reporting, as defined in Rule 13a-15(f) of the Act, in the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1.

LEGAL PROCEEDINGS

The following is a description of reportable legal proceedings including those involving governmental authorities under federal, state and local laws regulating the discharge of materials into the environment for this reporting period. The following proceedings include those matters that arose during the third quarter of 2012 and any material developments with respect to matters previously reported in ConocoPhillips’ 2011 Annual Report on Form 10-K. While it is not possible to accurately predict the final outcome of these pending proceedings, if any one or more of such proceedings was decided adversely to ConocoPhillips, we expect there would be no material effect on our consolidated financial position. Nevertheless, such proceedings are reported pursuant to the U.S. Securities and Exchange Commission (SEC) regulations.

On April 30, 2012, the separation of our Downstream business was completed, creating two independent energy companies: ConocoPhillips and Phillips 66. In connection with the separation, we entered into an Indemnification and Release Agreement which provides for cross-indemnities between Phillips 66 and us and established procedures for handling claims subject to indemnification and related matters, such as legal proceedings. We have included matters where we remain a party to a proceeding relating to Phillips 66, in accordance with SEC regulations. We do not expect any of those matters to result in a net claim against us.

New Matters

On September 19, 2012, the Bay Area Air Quality Management District (District) issued a $213,500 demand to settle fourteen Notices of Violation (NOVs) issued in 2009 and 2010 with respect to alleged violations of regulatory and/or permit requirements at the Phillips 66 Rodeo Refinery. Phillips 66 is working with the District to resolve this matter.

On October 15, 2012, the District issued a $313,000 demand to settle thirteen NOVs issued in 2010 and 2011 with respect to alleged violations of regulatory and/or permit requirements at the Phillips 66 Rodeo Refinery. Phillips 66 is working with the District to resolve this matter.

Matters Previously Reported

Phillips 66 was one of several companies who entered Administrative Settlement Agreements (ASAs) with the U.S. Environmental Protection Agency (EPA) to settle allegations it had used invalid Renewable Identification Numbers (RINs) for its 2010 and 2011 fuel program compliance. Under this Agreement, Phillips 66 will pay a maximum of $350,000 in penalties for the use of invalid RINs. Payments are made upon demand from the EPA. To date, $250,000 has been paid and it is anticipated the EPA will demand the final $100,000 in 2013.

Phillips 66 has settled an allegation that it did not immediately notify the EPA of certain releases in 2010 and 2011 at the Phillips 66 Wood River Refinery. The facility will be paying a fine of $25,224 and perform on-site supplemental environmental projects valued at $125,000.

Item 1A.

RISK FACTORS

You should carefully consider the following risk factor, in addition to the risk factors disclosed in Item 1A of our 2011 Annual Report on Form 10-K.

Our operations present hazards and risks that require significant and continuous oversight.

Our technologies, systems and networks may be subject to cybersecurity breaches. Although we have experienced occasional, actual or attempted breaches of our cybersecurity, none of these breaches has had a material effect on our business, operations or reputation. If our systems for protecting against cybersecurity risks prove to be insufficient, we could be adversely affected by having our business systems compromised, our proprietary information altered, lost or stolen, or our business operations disrupted.

There have been no other material changes from the risk factors disclosed in Item 1A of our 2011 Annual Report on Form 10-K.

Item 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities


							Millions of Dollars
Period	Total Number of Shares Purchased*		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs**		Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs

July 1-31, 2012		2,749,572	$	54.58		2,747,541	$	4,901
August 1-31, 2012		7,179		56.45		—		4,901
September 1-30, 2012		8,733		57.49		—		4,901

Total		2,765,484	$	54.59		2,747,541

*	Includes the repurchase of common shares from Company employees in connection with the Company’s broad-based employee incentive plans.

On December 2, 2011, we announced a share repurchase program for up to $10 billion of common stock over the next two years. Acquisitions for the share repurchase program are made at management’s discretion, at prevailing prices, subject to market conditions and other factors. 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.

Item 6.

EXHIBITS



10.1*		Amendment and Restatement of the ConocoPhillips Key Employee Change in Control Severance Plan.

10.2*		First Amendment to the Defined Contribution Make-Up Plan of ConocoPhillips – Title II.

10.3*		ConocoPhillips Clawback Policy.

12*		Computation of Ratio of Earnings to Fixed Charges.

31.1*		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

31.2*		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

32*		Certifications pursuant to 18 U.S.C. Section 1350.

101.INS*		XBRL Instance Document.

101.SCH*		XBRL Schema Document.

101.CAL*		XBRL Calculation Linkbase Document.

101.LAB*		XBRL Labels Linkbase Document.

101.PRE*		XBRL Presentation Linkbase Document.

101.DEF*		XBRL Definition Linkbase Document.

* Filed herewith.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

CONOCOPHILLIPS

/s/ Glenda M. Schwarz

Glenda M. Schwarz

Vice President and Controller

(Chief Accounting and Duly Authorized Officer)

October 30, 2012

Exhibit 10.1

CONOCOPHILLIPS

KEY EMPLOYEE CHANGE IN CONTROL SEVERANCE PLAN

(Amended and Restated Effective as of the Effective Time)

The ConocoPhillips Key Employee Change in Control Severance Plan (the “Plan”) is hereby amended and restated effective as of the “Effective Time” defined in the Employee Matters Agreement by and between ConocoPhillips and Phillips 66 (the “Effective Time”).

Effective October 1, 2004, the Company adopted this Plan for the benefit of certain employees of the Company and its Subsidiaries. This Plan was previously amended and restated effective December 31, 2008. Any Eligible Employee (as defined below) having a Severance Date (as defined below) prior to the Effective Time shall have benefits under this Plan determined in accordance with the provisions of this Plan as they existed prior to this amendment and restatement. Any Eligible Employee (as defined below) having a Severance Date (as defined below) on or after the Effective Time shall have benefits under this Plan determined in accordance with the provisions of this Plan pursuant to this amendment and restatement.

All capitalized terms used herein are defined in Section 1 hereof. This Plan is intended to be a plan maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees, within the meaning of Title I of the Employee Retirement Income Security Act of 1974, as amended and shall be interpreted in a manner consistent with such intention.

SECTION 1. DEFINITIONS . As hereinafter used:

1.1 “Affiliate” has the meaning ascribed to such term in Rule 12b-2 of the General Rules and Regulations under the Exchange Act, as in effect on the Effective Date.

1.2 “Associate” means, with reference to any Person, (a) any corporation, firm, partnership, association, unincorporated organization, or other entity (other than the Company or a Subsidiary of the Company) of which such Person is an officer or general partner (or officer or general partner of a general partner) or is, directly or indirectly, the Beneficial Owner of 10% or more of any class of equity securities, (b) any trust or other estate in which such Person has a substantial beneficial interest or as to which such Person serves as trustee or in a similar fiduciary capacity, and (c) any relative or spouse of such Person, or any relative of such spouse, who has the same home as such Person.

1.3 “Beneficial Owner” means, with reference to any securities, any Person if:

(a) such Person or any of such Person’s Affiliates and Associates, directly or indirectly, is the “beneficial owner” of (as determined pursuant to Rule 13d-3 of the General Rules and Regulations under the Exchange Act, as in effect on the Effective Date) such securities or otherwise has the right to vote or dispose of such securities, including pursuant

Exhibit 10.1

to any agreement, arrangement, or understanding (whether or not in writing); provided, however, that a Person shall not be deemed the “Beneficial Owner” of, or to “beneficially own,” any security under this subsection (a) as a result of an agreement, arrangement, or understanding to vote such security if such agreement, arrangement, or understanding: (i) arises solely from a revocable proxy or consent given in response to a public ( i.e. , not including a solicitation exempted by Rule 14a-2(b)(2) of the General Rules and Regulations under the Exchange Act) proxy or consent solicitation made pursuant to, and in accordance with, the applicable provisions of the General Rules and Regulations under the Exchange Act, and (ii) is not then reportable by such Person on Schedule 13D under the Exchange Act (or any comparable or successor report);

(b) such Person or any of such Person’s Affiliates and Associates, directly or indirectly, has the right or obligation to acquire such securities (whether such right or obligation is exercisable or effective immediately or only after the passage of time or the occurrence of an event) pursuant to any agreement, arrangement, or understanding (whether or not in writing) or upon the exercise of conversion rights, exchange rights, other rights, warrants, or options, or otherwise; provided, however, that a Person shall not be deemed the Beneficial Owner of, or to “beneficially own,” (i) securities tendered pursuant to a tender or exchange offer made by such Person or any of such Person’s Affiliates or Associates until such tendered securities are accepted for purchase or exchange or (ii) securities issuable upon exercise of Exempt Rights; or

(c) such Person or any of such Person’s Affiliates or Associates (i) has any agreement, arrangement, or understanding (whether or not in writing) with any other Person (or any Affiliate or Associate thereof) that beneficially owns such securities for the purpose of acquiring, holding, voting (except as set forth in the proviso to subsection (a) of this definition), or disposing of such securities or (ii) is a member of a group (as that term is used in Rule 13d-5(b) of the General Rules and Regulations under the Exchange Act) that includes any other Person that beneficially owns such securities;

provided, however, that nothing in this definition shall cause a Person engaged in business as an underwriter of securities to be the Beneficial Owner of, or to “beneficially own,” any securities acquired through such Person’s participation in good faith in a firm commitment underwriting until the expiration of 40 days after the date of such acquisition. For purposes hereof, “voting” a security shall include voting, granting a proxy, consenting or making a request or demand relating to corporate action (including, without limitation, a demand for a stockholder list, to call a stockholder meeting or to inspect corporate books and records), or otherwise giving an authorization (within the meaning of Section 14(a) of the Exchange Act) in respect of such security.

The terms “beneficially own” and “beneficially owning” have meanings that are correlative to this definition of the term “Beneficial Owner.”

1.4 “Board” means the Board of Directors of the Company.

1.5 “Cause” means (i) the willful and continued failure by the Eligible Employee to substantially perform the Eligible Employee’s duties with the Employer (other than any such failure resulting

Exhibit 10.1

from the Eligible Employee’s incapacity due to physical or mental illness), or (ii) the willful engaging, not in good faith, by the Eligible Employee in conduct which is demonstrably injurious to the Company or any of its Subsidiaries, monetarily or otherwise.

1.6 “Change in Control” means any of the following occurring on or after the Effective Date:

(a) any Person (other than an Exempt Person) shall become the Beneficial Owner of 20% or more of the shares of Common Stock then outstanding or 20% or more of the combined voting power of the Voting Stock of the Company then outstanding; provided, however, that no Change of Control shall be deemed to occur for purposes of this subsection (a) if such Person shall become a Beneficial Owner of 20% or more of the shares of Common Stock or 20% or more of the combined voting power of the Voting Stock of the Company solely as a result of (i) an Exempt Transaction or (ii) an acquisition by a Person pursuant to a reorganization, merger or consolidation, if, following such reorganization, merger or consolidation, the conditions described in clauses (i), (ii) and (iii) of subsection (c) of this definition are satisfied;

(b) individuals who, as of the Effective Date, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the Effective Date, whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board; provided, further, that there shall be excluded, for this purpose, any such individual whose initial assumption of office occurs as a result of any actual or threatened Election Contest that is subject to the provisions of Rule 14a-11 of the General Rules and Regulations under the Exchange Act;

(c) the Company shall consummate a reorganization, merger, or consolidation, in each case, unless, following such reorganization, merger, or consolidation, (i) 50% or more of the then outstanding shares of common stock of the corporation resulting from such reorganization, merger, or consolidation and the combined voting power of the then outstanding Voting Stock of such corporation are beneficially owned, directly or indirectly, by all or substantially all of the Persons who were the Beneficial Owners of the outstanding Common Stock immediately prior to such reorganization, merger, or consolidation in substantially the same proportions as their ownership, immediately prior to such reorganization, merger, or consolidation, of the outstanding Common Stock, (ii) no Person (excluding any Exempt Person or any Person beneficially owning, immediately prior to such reorganization, merger, or consolidation, directly or indirectly, 20% or more of the Common Stock then outstanding or 20% or more of the combined voting power of the Voting Stock of the Company then outstanding) beneficially owns, directly or indirectly, 20% or more of the then outstanding shares of common stock of the corporation resulting from such reorganization, merger, or consolidation or the combined voting power of the then outstanding Voting Stock of such corporation, and (iii) at least a majority of the members of the board of directors of the corporation resulting from such reorganization, merger, or consolidation were members of the Incumbent Board at the time of the initial agreement or initial action by the Board providing for such reorganization, merger, or consolidation; or

Exhibit 10.1

(d) (i) the shareholders of the Company shall approve a complete liquidation or dissolution of the Company unless such liquidation or dissolution is approved as part of a plan of liquidation and dissolution involving a sale or disposition of all or substantially all of the assets of the Company to a corporation with respect to which, following such sale or other disposition, all of the requirements of clauses (ii)(A), (B), and (C) of this subsection (d) are satisfied, or (ii) the Company shall consummate the sale or other disposition of all or substantially all of the assets of the Company, other than to a corporation, with respect to which, following such sale or other disposition, (A) 50% or more of the then outstanding shares of common stock of such corporation and the combined voting power of the Voting Stock of such corporation is then beneficially owned, directly or indirectly, by all or substantially all of the Persons who were the Beneficial Owners of the outstanding Common Stock immediately prior to such sale or other disposition in substantially the same proportion as their ownership, immediately prior to such sale or other disposition, of the outstanding Common Stock, (B) no Person (excluding any Exempt Person and any Person beneficially owning, immediately prior to such sale or other disposition, directly or indirectly, 20% or more of the Common Stock then outstanding or 20% or more of the combined voting power of the Voting Stock of the Company then outstanding) beneficially owns, directly or indirectly, 20% or more of the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding Voting Stock of such corporation, and (C) at least a majority of the members of the board of directors of such corporation were members of the Incumbent Board at the time of the initial agreement or initial action of the Board providing for such sale or other disposition of assets of the Company.

1.7 “Code” means the Internal Revenue Code of 1986, as it may be amended from time to time.

1.8 “Common Stock” means the common stock, par value $.01 per share, of the Company.

1.9 “Company” means ConocoPhillips or any successors thereto.

1.10 “Controlled Group” shall mean ConocoPhillips and its Subsidiaries.

1.11 “Credited Compensation” of a Severed Employee means the aggregate of the Severed Employee’s annual base salary plus his or her annual incentive compensation, each as further described below. For purposes of this definition, (a) annual base salary shall be determined immediately prior to the Severance Date (without regard to any reductions therein which constitute Good Reason) and (b) annual incentive compensation shall be deemed to equal the higher of (i) the Severed Employee’s most recently established target (determined at one hundred percent of target) for annual incentive compensation for such employee prior to such employee’s Severance Date or (ii) the average of the most recent two annual incentive compensation payments to by such Severed Employee pursuant to the Variable Cash Incentive Program or its successor program maintained by the Employer made before his or her Severance Date; provided, however, that for purposes of this clause (ii), (I) if such Severed Employee has been eligible to receive only one such annual incentive

Exhibit 10.1

compensation payment for a period ending before his or her Severance Date, the amount of annual incentive compensation for purposes of determining Credited Compensation shall be equal to the amount of such single annual incentive compensation payment (if any), and (II) if such Severed Employee has not been eligible for any such annual incentive compensation payment, the amount of annual incentive compensation for purposes of determining Credited Compensation shall be equal to his or her most recently established target (determined at one hundred percent of target) for annual incentive compensation for such employee prior to such employee’s Severance Date.

1.12 “Effective Date” means, as applicable, the date first stated above as the original effective date of this Plan or the effective date of this Plan as amended and restated.

1.13	“Eligible Employee” means any employee that is a Tier 1 Employee or a Tier 2 Employee.

1.14	“Employer” means the Company or any of its Subsidiaries.

1.15	“Exchange Act” means the Securities Exchange Act of 1934, as amended.

1.16 “Excise Tax” shall mean the excise tax imposed by Section 4999 of the Code, together with any interest or penalties imposed with respect to such excise tax.

1.17 “Exempt Person” means any of the Employers, any employee benefit plan of any of the Employers, and any Person organized, appointed, or established by any Employer for or pursuant to the terms of any such plan.

1.18 “Exempt Rights” means any rights to purchase shares of Common Stock or other Voting Stock of the Company if at the time of the issuance thereof such rights are not separable from such Common Stock or other Voting Stock ( i.e. , are not transferable otherwise than in connection with a transfer of the underlying Common Stock or other Voting Stock), except upon the occurrence of a contingency, whether such rights exist as of the Effective Date, or are thereafter issued by the Company as a dividend on shares of Common Stock or other Voting Securities or otherwise.

1.19 “Exempt Transaction” means an increase in the percentage of the outstanding shares of Common Stock or the percentage of the combined voting power of the outstanding Voting Stock of the Company beneficially owned by any Person solely as a result of a reduction in the number of shares of Common Stock then outstanding due to the repurchase of Common Stock or Voting Stock by the Company, unless and until such time as (a) such Person or any Affiliate or Associate of such Person shall purchase or otherwise become the Beneficial Owner of additional shares of Common Stock constituting 1% or more of the then outstanding shares of Common Stock or additional Voting Stock representing 1% or more of the combined voting power of the then outstanding Voting Stock, or (b) any other Person (or Persons) who is (or collectively are) the Beneficial Owner of shares of Common Stock constituting 1% or more of the then outstanding shares of Common Stock or Voting Stock representing 1% or more of the combined voting power of the then outstanding Voting Stock shall become an Affiliate or Associate of such Person.

1.20 “Good Reason” means the occurrence, on or after the date of a Change in Control, and without the Eligible Employee’s written consent, of (i) the assignment to the Eligible Employee of duties in the aggregate that are inconsistent with the Eligible Employee’s level of responsibility

Exhibit 10.1

immediately prior to the date of the Change in Control or any diminution in the nature of the Eligible Employee’s responsibilities from those in effect immediately prior to the date of the Change in Control; (ii) a reduction by the Employer in the Eligible Employee’s annual base salary or any adverse change in the Eligible Employee’s aggregate annual and long term incentive compensation opportunity from that in effect immediately prior to the Change in Control which change is not pursuant to a program applicable to all comparably situated executives of the Employer; or (iii) the relocation of the Eligible Employee’s principal place of employment to a location more than 50 miles from the Eligible Employee’s principal place of employment immediately prior to the date of the Change in Control; provided, however, that this clause (iii) shall not be considered to be Good Reason if the Employer undertakes to pay all reasonable relocation expenses of the Eligible Employee in connection with such relocation, whether through a relocation plan, program, or policy of the Employer or otherwise.

1.21	“Gross-Up Payment” has the meaning set forth in Section 2.5 hereof.

1.22 “Parachute Value” of a Payment shall mean the present value as of the date of the change of control for purposes of Section 280G of the Code of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2), as determined by the Accounting Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment.

1.23 “Payment” shall mean any payment or distribution in the nature of compensation (within the meaning of Section 280G(b)(2) of the Code) to or for the benefit of an Eligible Employee, whether paid or payable pursuant to this Plan or otherwise, by any Employer or by a Person that is a party to the Change in Control.

1.24 “Person” means any individual, firm, corporation, partnership, association, trust, unincorporated organization, or other entity.

1.25 “Plan” means the ConocoPhillips Key Employee Change in Control Severance Plan, as set forth herein, as it may be amended from time to time.

1.26 “Plan Administrator” means the person or persons appointed from time to time by the Board, which appointment may be revoked at any time by the Board.

1.27 “Public Offering” means the initial sale of common equity securities of the Company pursuant to an effective registration statement (other than a registration on Form S-4 or S-8 or any successor or similar forms) filed under the Securities Act of 1933.

1.28 “Retirement Plans” means the ConocoPhillips Retirement Plan and the ConocoPhillips Key Employee Supplemental Retirement Plan.

1.29 “Safe Harbor Amount” means, with respect to an Eligible Employee, 2.99 times the Eligible Employee’s “base amount,” within the meaning of Section 280G(b)(3) of the Code.

Exhibit 10.1

1.30 “Separation from Service” means the date on which the Participant separates from service with the Controlled Group within the meaning of Code section 409A, whether by reason of death, disability, retirement, or otherwise. In determining Separation from Service, with regard to a bona fide leave of absence that is due to any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six months, where such impairment causes the Employee to be unable to perform the duties of his or her position of employment or any substantially similar position of employment, a 29-month period of absence shall be substituted for the six-month period set forth in section 1.409A-1(h)(1)(i) of the regulations issued under section 409A of the Code, as allowed thereunder.

1.31 “Severance” means the termination of an Eligible Employee’s employment with the Employer on or within two years following the date of a Change in Control, (i) by the Employer other than for Cause, or (ii) by the Eligible Employee for Good Reason. An Eligible Employee will not be considered to have incurred a Severance if his employment is discontinued by reason of the Eligible Employee’s death or a physical or mental condition causing such Eligible Employee’s inability to substantially perform his duties with the Employer and entitling him or her to benefits under any long-term sick pay or disability income policy or program of the Employer. Furthermore, an Eligible Employee will not be considered to have incurred a Severance if employment with the Employer is discontinued after the Eligible Employee has been offered employment with another employer that has purchased a Subsidiary or division of the Company or all or substantially all of the assets of an a Subsidiary or division of the Company and the offer of employment from the other employer is at the same or greater salary and the same or greater target bonus as the Eligible Employee has at that time from the Employer. Still further, an Eligible Employee will not be considered to have incurred a Severance as a result of (i) the Distribution, (ii) the Eligible Employee’s transfer to the controlled group of Phillips 66 in connection with the Distribution, or (iii) the Eligible Employee’s transfer to the Controlled Group in connection with the Distribution. Notwithstanding anything herein to the contrary, Good Reason shall not be deemed to have occurred unless the Company shall have been given (1) written notice of the Eligible Employee’s assertion that an event constituting Good Reason has occurred, which notice shall be given not less than 30 days prior to the Severance Date to which such notice relates, and (2) a reasonable opportunity to cure such occurrence during such 30-day period. Furthermore, in order to be considered a Severance, the termination must also meet the requirements of a Separation from Service.

1.32	“Severance Date” means the date on which an Eligible Employee incurs a Severance.

1.33	“Severance Pay” means the payment determined pursuant to Section 2.1 hereof.

1.34	“Severed Employee” means an Eligible Employee who has incurred a Severance.

1.35 “Subsidiary” means any corporation or other entity that is treated as a single employer with ConocoPhillips after the Distribution, under section 414(b) or (c) of the Code; provided, that in making this determination, in applying section 1563(a)(1), (2), and (3) of the Code for purposes of determining a controlled group of corporations under section 414(b) of the Code and for purposes of determining trades or businesses (whether or not incorporated) under common control under regulation section 1.414(c)-2 for purposes of section 414(c) of the Code, the language “at least 80%” shall be used without substitution as allowed under regulations pursuant to section 409A of the Code.

Exhibit 10.1

1.36 “Tier 1 Employee” means any employee of the Employer who is in salary grade 26 or above (under the salary grade schedule of the Company on the Effective Date, with appropriate adjustment for any subsequent change in such salary grade schedule), at or subsequent to the time of the Change in Control.

1.37 “Tier 2 Employee” means any employee of the Employer, other than a Tier 1 Employee, who is in salary grade 23 or above (under the salary grade schedule of the Company on the Effective Date, with appropriate adjustment for any subsequent change in such salary grade schedule) at or subsequent to the time of the Change in Control.

1.38 “Value” of a Payment shall mean the economic present value of a Payment as of the date of the change of control for purposes of Section 280G of the Code, as determined by the Accounting Firm using the discount rate required by Section 280G(d)(4) of the Code.

1.39 “Voting Stock” means, with respect to a corporation, all securities of such corporation of any class or series that are entitled to vote generally in the election of directors of such corporation (excluding any class or series that would be entitled so to vote by reason of the occurrence of any contingency, so long as such contingency has not occurred).

SECTION 2. BENEFITS .

2.1 Subject to Section 2.9, each Severed Employee shall be entitled to receive Severance Pay equal to the sum of the amounts determined under Sections 2.1(a), (b), and (c). Furthermore, for purposes of Employer compensation plans, programs, and arrangements, each Severed Employee shall be considered to have been laid off by the Employer.

(a)

The amount that is the Severed Employee’s Credited Compensation, multiplied by (i) 3, in the case of a Tier 1 Employee or (ii) 2 in the case of a Tier 2 Employee.

(b)

The amount that is the present value, determined as of the Severed Employee’s Severance Date, of the increase in benefits under the Retirement Plans that would result if the Severed Employee was credited with the following number of additional years of age and service under the Retirement Plans: (i) 3, in the case of a Tier 1 Employee or (ii) 2, in the case of a Tier 2 Employee; provided, however, that in calculating (b), if the Severed Employee is entitled under the Retirement Plans to any additional credited service due to the circumstances of the Severed Employee’s termination, then the amount of the present value of the increased benefits called for in the determination of (b) shall be reduced by the amount of the present value of the increased benefits under the Retirement Plans calculated after taking into account the circumstances of the Severed Employee’s termination, but not below zero. Present value shall be determined based on the assumptions utilized under the ConocoPhillips Retirement Plan for purposes of determining contributions under Code Section 412 for the most recently completed plan year.

Exhibit 10.1

(c)

The amount that is equal to either (i) or (ii), as applicable, plus either (iii) or (iv), as applicable, plus (v), if applicable, plus (vi), if applicable:

(i)

If the Severed Employee was enrolled in company-sponsored medical coverage on the Severance Date, an amount equal to 6 times the difference between the COBRA participant contribution rate and the active employee contribution rate, each as of the Severance Date, for the type of coverage in which the Tier 2 Employee was enrolled.

(ii)

If the Severed Employee was not enrolled in company-sponsored medical coverage on the Severance Date, an amount equal to 18 times the difference between the COBRA participant contribution rate and the active employee contribution rate, each as of the Severance Date, for PPO medical coverage.

(iii)

If the Severed Employee was enrolled in company-sponsored dental coverage on the Severance Date, an amount equal to 6 times the difference between the COBRA participant contribution rate and the active employee contribution rate, each as of the Severance Date, for the type of coverage in which the Tier 2 Employee was enrolled.

(iv)

If the Severed Employee was not enrolled in company-sponsored dental coverage on the Severance Date, an amount equal to 18 times the difference between the COBRA participant contribution rate and the active employee contribution rate, each as of the Severance Date, for dental coverage (using the CP dental option coverage).

(v)

In the case of a Tier 1 Employee, an amount equal to the sum of 6 times the COBRA participant contribution rate, as of the Severance Date, for PPO medical coverage plus 6 times the COBRA participant contribution rate, as of the Severance Date, for dental coverage (using the CP dental option coverage).

(vi)

If any persons qualified as eligible dependents of the Severed Employee under the applicable company-sponsored medical or dental coverage in which the Severed Employee was enrolled on the Severance Date, an amount equal to the sum of the differences, for each such eligible dependent, between the COBRA eligible dependent contribution rate and the eligible dependent contribution rate for eligible dependents of active employees, each as of the Severance Date, for the medical and/or dental coverage in which the Severed Employee was enrolled on the Severance Date, as applicable, times the factor set forth in the applicable Section 2.1(c)(i) or (ii), (c)(iii) or (iv), and (c)(v); provided, that if the Severed Employee was not enrolled for medical or dental coverage, then the eligibility and amount for each dependent shall be determined as if the Severed Employee had been enrolled in the PPO medical coverage or dental coverage (using the CP dental option coverage), as applicable, on the Severance Date.

Exhibit 10.1

2.2 Severance Pay (as well as any amount payable pursuant to Section 2.6 hereof) shall be paid to an eligible Severed Employee in a cash lump sum on the first business day immediately following 10 days after the end of the period for executing and delivering the Severed Employee’s release, as set forth in Section 2.9.

2.3 Subject to Section 2.9, for a period of (a) 36 months, in the case of a Tier 1 Employee or (b) 24 months, in the case of a Tier 2 Employee, beginning the first of the month following the termination of active employee benefits, the Company shall arrange to provide the Severed Employee and his dependents benefits similar to those the Severed Employee and his dependents had immediately prior to the Severed Employee’s Severance Date. Only those dependents who were eligible for coverage on the Severed Employee’s Severance Date may be covered thereafter, but no amendment to any plan or program providing these benefits made after the Severed Employee’s Severance Date shall prevent eligibility for dependents who would otherwise have been eligible for coverage on the Severed Employee’s Severance Date. These benefits will be provided at no greater cost to the Severed Employee than active employee rates for the plan year of coverage provided the benefits continue to be offered by the Company to active employees and the Severed Employee and his dependents meet the same eligibility criteria for the benefits as an active employee and dependents of an active employee. Depending on coverages prior to the Severed Employee’s Severance Date, these benefits could include the following, but do not include any other benefits offered by the Company: Life Insurance, which includes Basic, Executive Basic, Supplemental, and Dependent Life; and Personal Accident Insurance. Severed employees may also continue Long Term Care and Executive Life directly through the vendor to be paid for by the Severed Employee. Nothing herein shall prevent a Severed Employee or eligible dependents of a Severed Employee from electing to receive COBRA continuation coverage of health benefits subject to COBRA, in accordance with the applicable provisions of the law and the applicable plans. While as an active employee the Severed Employee may have been able to make employee contributions or pay premiums for certain coverage through a pre-tax salary reduction arrangement, that will not continue after the Severed Employee’s Severance Date. The cost of these benefits will not be adjusted to reflect that the Severed Employee’s cost will no longer be pre-tax. All other active employee benefits, not specifically mentioned above, are excluded, although if any of the benefits specifically mentioned above are replaced with a similar benefit after the Severed Employee’s Severance Date, such replacement benefits are to be considered as mentioned specifically above even though their names, terms, and conditions may have been changed. Such benefits shall not be provided (except to the extent as may be required by law) during any period when the Severed Employee is eligible to receive such benefits from another employer or from an Employer or if the Severed Employee has resumed working for an Employer. The Severed Employee is obligated to inform the Company when or if they become eligible to receive such benefits from another employer.

2.4 Upon Change in Control, each Eligible Employee shall immediately become fully vested in all outstanding equity awards and shall not thereafter be forfeitable for any reason (except that options shall expire and be cancelled ten years from the date of their grant). Any options granted to the Eligible Employee shall be exercisable at the times set forth in the applicable award documents.

Exhibit 10.1

Each such option shall remain outstanding until ten years from the date of grant, notwithstanding any provision of the option grant or any plan under which the option may have been granted to the contrary. The date of distribution of any stock or other value from such awards shall be as set forth in the applicable terms and conditions of the award.

2.5 The provisions of this Section 2.5 shall apply only to an individual who was an Eligible Employee on May 1, 2012 (refer to Schedule A).

(a)

Anything in this Plan to the contrary notwithstanding and except as set forth below, in the event it shall be determined that any Payment to an Eligible Employee would be subject to the Excise Tax, then the Eligible Employee shall be entitled to receive an additional payment (the “Gross-Up Payment”) in an amount such that, after payment by the Eligible Employee of all taxes (and any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Eligible Employee retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Notwithstanding the foregoing provisions of this Section 2.5(a), if it shall be determined that an Eligible Employee is entitled to the Gross-Up Payment, but that the Parachute Value of all Payments does not exceed 110% of the Safe Harbor Amount, then no Gross-Up Payment shall be made to the Eligible Employee and the amounts payable under this Plan shall be reduced so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount. The reduction of the amounts payable hereunder, if applicable, shall be made by first reducing the payments under Section 2.1, unless an alternative method of reduction is elected by the Eligible Employee, and in any event shall be made in such a manner as to maximize the Value of all Payments actually made to the Eligible Employee. For purposes of reducing the Payments to the Safe Harbor Amount, only amounts payable under this Plan (and no other Payments) shall be reduced. If the reduction of the amount payable under this Plan to an Eligible Employee would not result in a reduction of the Parachute Value of all Payments to the Safe Harbor Amount, no amounts payable to the Eligible Employee under the Plan shall be reduced pursuant to this Section 2.5(a). The Company’s obligation to make Gross-Up Payments to an Eligible Employee under this Section 2.5 shall not be conditioned upon the Eligible Employee’s termination of employment.

(b)

Subject to the provisions of Section 2.5(c), all determinations required to be made under this Section 2.5, including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by a nationally recognized certified public accounting firm designated by the Plan Administrator (the “Accounting Firm”). The Accounting Firm shall provide detailed supporting calculations both to the Company and each Eligible Employee Eligible Employee within 15 business days of the receipt of notice from the Eligible Employee that there has been a Payment or such earlier time as is requested by the Company. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 2.5, shall be paid by the Company to the Eligible

Exhibit 10.1

Employee within 5 days of the receipt of the Accounting Firm’s determination. Any determination by the Accounting Firm shall be binding upon the Company and the Eligible Employee. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments that will not have been made by the Company should have been made (the “Underpayment”), consistent with the calculations required to be made hereunder. In the event the Company exhausts its remedies pursuant to Section 2.5(c) and the Eligible Employee thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Eligible Employee.

(c)

As a condition to being entitled to Gross-Up Payment hereunder, each Eligible Employee shall be required to notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable, but no later than 10 business days after the Eligible Employee is informed in writing of such claim. The Eligible Employee shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Eligible Employee shall not pay such claim prior to the expiration of the 30-day period following the date on which the Eligible Employee gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Eligible Employee in writing prior to the expiration of such period that the Company desires to contest such claim, the Eligible Employee shall:

(i)

give the Company any information reasonably requested by the Company relating to such claim,

(ii)

take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company,

(iii)

cooperate with the Company in good faith in order effectively to contest such claim, and

(iv)

permit the Company to participate in any proceedings relating to such claim;

provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest, and shall indemnify and hold the Eligible Employee harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 2.5(c), the Company shall control all proceedings taken in connection with such contest, and, at its sole

Exhibit 10.1

discretion, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the applicable taxing authority in respect of such claim and may, at its sole discretion, either direct the Eligible Employee to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and the Eligible Employee agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that, if the Company directs the Eligible Employee to pay such claim and sue for a refund, the Company shall make such payment and shall indemnify and hold the Eligible Employee harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties) imposed with respect to such payment or with respect to any imputed income in connection with such payment; and provided, further, that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Eligible Employee with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control of the contest shall be limited to issues with respect to which the Gross-Up Payment would be payable hereunder, and the Eligible Employee shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

(d)

If, after the Company has made a Gross-Up Payment or a payment pursuant to Section 2.5(c), an Eligible Employee becomes entitled to receive any refund with respect to the Excise Tax to which such Gross-Up Payment relates or with respect to the claim to which such payment relates, the Eligible Employee shall (subject to the Company’s complying with the requirements of Section 2.5(c), if applicable) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the Company has paid any amount pursuant to Section 2.5(c), a determination is made that the Eligible Employee shall not be entitled to any refund with respect to such claim and the Company does not notify the Eligible Employee in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then the amount of such payment shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.

(e)

Notwithstanding any other provision of this Section 2.5, the Company may, in its sole discretion, withhold and pay over to the Internal Revenue Service or any other applicable taxing authority, for the benefit of any Eligible Employee, all or any portion of any Gross-Up Payment, and each Eligible Employee shall be required to consent to such withholding as a condition to being entitled to any Gross-Up Payment.

2.6 Each Severed Employee shall be entitled to receive the employee’s full salary through the Severance Date and, subject to Section 2.9 but notwithstanding any provision of the Company’s Variable Cash Incentive Program or similar annual bonus incentive plan to the contrary, shall be eligible for consideration for an award under such program or plan when awards are made with regard to the fiscal year under such program or plan in which the Severance Date occurred.

Exhibit 10.1

2.7 The Company will pay to each Eligible Employee all reasonable legal fees and expenses incurred by such Eligible Employee in pursuing any claim under the Plan, unless the applicable finder of fact determines that the Eligible Employee’s claim was frivolous or not maintained in good faith.

2.8 The Company shall be entitled to withhold and/or to cause to be withheld from amounts to be paid to the Severed Employee hereunder any federal, state, or local withholding or other taxes or charges which it is from time to time required to withhold.

2.9 No Severed Employee shall be eligible to receive Severance Pay or other benefits under the Plan unless he or she first executes a written release substantially in the form attached as Exhibit A hereto (or, if the Severed Employee was not a United States employee, a similar release which is in accordance with the applicable laws in the relevant jurisdiction) and, to the extent such release is revocable by its terms, only if the Severed Employee does not revoke it. Such release must be executed and delivered to the Company within 30 days of the Employee’s Severance Date.

Exhibit 10.1

SECTION 3. PLAN ADMINISTRATION .

3.1 The Plan Administrator shall administer the Plan and may interpret the Plan, prescribe, amend, and rescind rules and regulations under the Plan and make all other determinations necessary or advisable for the administration of the Plan, subject to all of the provisions of the Plan.

3.2 In the event of a claim by an Eligible Employee as to the amount or timing of any payment or benefit, such Eligible Employee shall present the reason for his or her claim in writing to the Plan Administrator. The Plan Administrator shall, within 14 days after receipt of such written claim, send a written notification to the Eligible Employee as to its disposition. Except as provided in the preceding portion of this Section 3.2, all disputes under this Plan shall be settled exclusively by binding arbitration in Houston, Texas, in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator’s award in any court having jurisdiction.

3.3 The Plan Administrator may delegate any of its duties hereunder to such person or persons from time to time as it may designate.

3.4 The Plan Administrator is empowered, on behalf of the Plan, to engage accountants, legal counsel, and such other personnel as it deems necessary or advisable to assist it in the performance of its duties under the Plan. The functions of any such persons engaged by the Plan Administrator shall be limited to the specified services and duties for which they are engaged, and such persons shall have no other duties, obligations or responsibilities under the Plan. Such persons shall exercise no discretionary authority or discretionary control respecting the management of the Plan. All reasonable expenses thereof shall be borne by the Employer.

SECTION 4. DURATION; AMENDMENT; AND TERMINATION .

4.1 This Plan was effective on the Effective Date and was amended and restated effective as of the Effective Time and conditioned on the Distribution. If a Change in Control has not occurred, this Plan shall continue in effect unless and until it is terminated as provided in Section 4.2. If a Change in Control occurs, this Plan shall continue in full force and effect and shall not terminate or expire until after all Eligible Employees who become or may become entitled to any payments hereunder shall have received such payments in full and all adjustments required to be made pursuant to Section 2 have been made.

4.2 (a)

If a Change in Control has not occurred, this Plan may be amended from time to time during its term by the Company acting through its Board of Directors or, to the extent authorized by the Board of Directors, its officers, provided that any such amendment which shall in any manner reduce, diminish, or otherwise adversely affect any benefit which is or may at any time in the future become payable hereunder, or any such amendment which shall alter the definition of Change in Control shall be made effective not less than two years after the action of the Company authorizing such amendment, unless, and then only to the extent that such amendment is or becomes necessary in order to assure continued compliance by this Plan with any applicable state or federal law or regulation.

Exhibit 10.1

(b)

The Company may, by action of its Board of Directors, terminate this Plan, provided, however, that the effective date of such termination shall be not less than two years from the date of such Board action. Provided further that in the event a Change in Control shall occur prior to the effective date of termination, the provisions of Section 4.2(c) shall apply.

(c)

If a Change in Control shall occur while this Plan is in effect, no then-pending amendment or termination shall take effect, this Plan shall remain in full force and effect as at the Change in Control, and this Plan shall terminate automatically without further action on behalf of the Company immediately following the making of all payments to Eligible Employees under this Plan.

SECTION 5. GENERAL PROVISIONS .

5.1 Except as otherwise provided herein or by law, no right or interest of any Eligible Employee under the Plan shall be assignable or transferable, in whole or in part, either directly or by operation of law or otherwise, including without limitation by execution, levy, garnishment, attachment, pledge, or in any manner; no attempted assignment or transfer thereof shall be effective; and no right or interest of any Eligible Employee under the Plan shall be liable for, or subject to, any obligation or liability of such Eligible Employee. When a payment is due under this Plan to a Severed Employee who is unable to care for his or her affairs, payment may be made directly to his or her legal guardian or personal representative.

5.2 If any Employer is obligated by law or by contract to pay severance pay, a termination indemnity, notice pay, or the like, to a Severed Employee, or if any Employer is obligated by law to provide advance notice of separation (“Notice Period”) to a Severed Employee, then any Severance Pay hereunder to such Severed Employee shall be reduced by the amount of any such severance pay, termination indemnity, notice pay, or the like, as applicable, and by the amount of any compensation received during any Notice Period. This provision specifically includes any payments or obligations under the Conoco Inc. Key Employee Severance Plan, as amended and restated effective October 1, 2001, and as subsequently amended, or under the ConocoPhillips Severance Pay Plan, as effective March 13, 2004, and as subsequently amended, or under the ConocoPhillips Executive Severance Plan, as effective October 1, 2004, and as subsequently amended. Furthermore, if an Eligible Employee has willful and bad faith conduct demonstrably injurious to Company or its Subsidiaries, monetarily or otherwise, after receiving Severance Pay, the Company may offset an amount equal to such Severance Pay against any other amounts due from other plans or programs, unless otherwise required by law.

5.3 Neither the establishment of the Plan, nor any modification thereof, nor the creation of any fund, trust, or account, nor the payment of any benefits shall be construed as giving any Eligible Employee, or any person whomsoever, the right to be retained in the service of the Employer, and all Eligible Employees shall remain subject to discharge to the same extent as if the Plan had never been adopted.

Exhibit 10.1

5.4 If any provision of this Plan shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions hereof, and this Plan shall be construed and enforced as if such provisions had not been included.

5.5 This Plan shall be binding upon the heirs, executors, administrators, successors, and assigns of the parties, including each Eligible Employee, present and future, and any successor to the Employer.

5.6 The headings and captions herein are provided for reference and convenience only, shall not be considered part of the Plan, and shall not be employed in the construction of the Plan.

5.7 The Plan shall not be funded. No Eligible Employee shall have any right to, or interest in, any assets of any Employer that may be applied by the Employer to the payment of benefits or other rights under this Plan.

5.8 Any notice or other communication required or permitted pursuant to the terms hereof shall have been duly given when delivered or mailed by United States Mail, first-class, postage prepaid, addressed to the intended recipient at his, her or its last known address.

5.9	This Plan shall be construed and enforced according to the laws of the State of Delaware.

The Plan is hereby amended and restated effective as of the Effective Time.

Executed this 11 ^th day of October 2012, by a duly authorized officer of the Company.

Exhibit 10.1

Exhibit A

PLEASE READ CAREFULLY

THIS AGREEMENT INCLUDES A RELEASE OF

ALL KNOWN AND UNKNOWN CLAIMS

WAIVER AND RELEASE OF CLAIMS

In consideration of, and subject to, the payments to be made to me by ConocoPhillips, a Delaware corporation (the “Company”) or any of its subsidiaries, pursuant to the ConocoPhillips Key Employee Change in Control Severance Plan (the “Plan”), which I acknowledge that I would not otherwise be entitled to receive, I hereby waive any claims I may have for employment or re-employment by the Company or any subsidiary or parent of the Company after the date hereof, and I further agree to and do release and forever discharge the Company or any subsidiary or parent of the Company, and their respective past and present officers, directors, shareholders, employees, and agents (the “Released Parties”) from any and all claims and causes of action, known or unknown, arising out of or relating to my employment with the Company or any subsidiary or parent of the Company, or the termination thereof, including, but not limited to, wrongful discharge, breach of contract, tort, fraud, the Civil Rights Acts, Employee Retirement Income Security Act, Americans with Disabilities Act, or any other federal, state, or local legislation or common law relating to employment or discrimination in employment or otherwise. Nothing in this Waiver and Release of Claims, however, will limit my rights to file a charge of discrimination with the Equal Employment Opportunity Commission (“EEOC”) or participate in an EEOC investigation.

In consideration for receiving certain supplemental benefits from the Company, I specifically waive all existing rights and claims I may have against the Released Parties under the Age Discrimination in Employment Act, 29 USC §621 et seq., and any other applicable federal or state statute or law involving age discrimination. I acknowledge that the supplemental benefits provided in the Plan constitute independent consideration for this Release of liability and are in addition to any other payment to which I am entitled. I further acknowledge that I have been advised to consult with an attorney of my own choosing before executing this Waiver and Release of Claims.

Notwithstanding the foregoing or any other provision hereof, nothing in this Waiver and Release of Claims shall adversely affect (i) my rights under the Plan; (ii) my rights to benefits other than severance benefits under plans, programs, and arrangements

Exhibit 10.1

of the Company or any subsidiary or parent of the Company which are accrued but unpaid as of the date of my termination; or (iii) my rights to indemnification under any indemnification agreement, applicable law and the certificates of incorporation and bylaws of the Company and any subsidiary or parent of the Company, and my rights under any director’s and officers’ liability insurance policy covering me.

I acknowledge that I have been given a period of twenty-one (21) calendar days within which to review and consider the provisions of this Waiver and Release of Claims, whether I choose to do so or not. I understand and acknowledge that the Company has advised me in writing that I have seven (7) calendar days following the execution of this Waiver and Release of Claims to revoke my acceptance of this Waiver and Release of Claims. I understand the revocation can be made by delivering a written notice of revocation to ConocoPhillips, Attn: James McMorran, 600 N. Dairy Ashford, Houston, Texas 77079. I understand that for the revocation to be effective, the Company must receive written notice no later than the close of business on the seventh day after I sign this Waiver and Release of Claims. This Waiver and Release of Claims shall not become effective or enforceable, and the Plan benefits will not become payable until after the seven-day revocation period has expired, but in no event prior to the effective date of my layoff. I acknowledge that I have had adequate time to read and consider this Waiver and Release of Claims before executing it. I acknowledge that I have signed this Waiver and Release of Claims voluntarily, knowingly, of my own free will and without reservation or duress and that no promises or representations have been made to me by any person to induce me to do so other than the promise of payment set forth in the first paragraph above and the Company’s acknowledgment of my rights reserved under the second paragraph above.

Signature: /s/ Sheila Feldman

Name: Sheila Feldman

Title: Vice President, Human Resources

Date: October 11, 2012

Exhibit 10.2

FIRST AMENDMENT TO

TITLE II OF THE

DEFINED CONTRIBUTION MAKE-UP PLAN

OF CONOCOPHILLIPS

(2012 RESTATEMENT)

Effective as of the “Effective Time” defined in the Employee Matters Agreement by and between ConocoPhillips and Phillips 66 (the “Effective Time”), ConocoPhillips Company (the “Company”) amended and restated the Defined Contribution Make-Up Plan (“DCMP”) for the benefit of certain employees of the Company and its affiliates.

The Company desires to amend the DCMP by the revisions set forth below, effective January 1, 2013:

Section 4 is amended to read as follows:

“For any payroll period in which a Highly Compensated Employee’s DCMP Pay exceeds his or her CPSP Pay, a Benefit amount shall be credited to a Highly Compensated Employee’s Supplemental Thrift Feature Account for the Ongoing Plan no later than the end of the month following the Valuation Date that Company contributions are made to the Highly Compensated Employee’s Thrift Feature account, or would have been made to such account if the Highly Compensated Employee had received Company contributions under the Thrift Feature. The Benefit amount so credited shall equal 9% of the amount by which the Highly Compensated Employee’s DCMP Pay for that payroll period exceeds his or her CPSP Pay for that payroll period.”

Section 5 is amended to add the following sentence to the end thereof:

“Notwithstanding the foregoing, allocations under this Section 5 shall cease with the final allocation for the period ending December 31, 2012, expected to be made in January, 2013.”

Executed October 11, 2012

For ConocoPhillips Company

/s/ Sheila Feldman

Sheila Feldman

Vice President, Human Resources

Exhibit 10.3

CONOCOPHILLIPS CLAWBACK POLICY

The Human Resources and Compensation Committee of the Board of Directors adopted the following clawback policy that supplements the existing detrimental activity provisions embedded in the Company’s various incentive plans and programs:

“ConocoPhillips shall seek to recover incentive compensation paid to any executive as required by the provisions of the Sarbanes-Oxley Act, the Dodd-Frank Act, or any other ‘clawback’ provision required by law or the listing standards of any exchange on which the stock of the company is listed.”

ADOPTED BY RESOLUTION OF THE CONOCOPHILLIPS HUMAN RESOURCES AND COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS

OCTOBER 3, 2012

Exhibit 12

CONOCOPHILLIPS AND CONSOLIDATED SUBSIDIARIES

TOTAL ENTERPRISE

Computation of Ratio of Earnings to Fixed Charges


	Millions of Dollars
	Nine Months Ended September 30
	2012			2011

Earnings Available for Fixed Charges
Income from continuing operations before income taxes and noncontrolling interests that have not incurred fixed charges	$	12,260			12,818
Distributions less than equity in earnings of affiliates		(401	)		(292	)
Fixed charges, excluding capitalized interest*		703			898

	$	12,562			13,424


Fixed Charges
Interest and debt expense, excluding capitalized interest	$	588			729
Capitalized interest		449			352
Interest portion of rental expense		47			47

	$	1,084			1,128

Ratio of Earnings to Fixed Charges		11.6			11.9

*	Includes amortization of capitalized interest totaling approximately $59 million in 2012 and $77 million in 2011.

Exhibit 31.1

CERTIFICATION

I, Ryan M. Lance, certify that:

1.	I have reviewed this report on Form 10-Q of ConocoPhillips;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

October 30, 2012

/s/ Ryan M. Lance

Ryan M. Lance

Chairman and

Chief Executive Officer

Exhibit 31.2

CERTIFICATION

I, Jeff W. Sheets, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of ConocoPhillips;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(a)

(b)

(c)

(d)

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

October 30, 2012

/s/ Jeff W. Sheets

Jeff W. Sheets

Executive Vice President, Finance and

Chief Financial Officer

Exhibit 32

CERTIFICATIONS PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the Quarterly Report of ConocoPhillips (the Company) on Form 10-Q for the period ended September 30, 2012, as filed with the U.S. Securities and Exchange Commission on the date hereof (the Report), each of the undersigned hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to their knowledge:

(1)

The Report fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the company.

October 30, 2012

/s/ Ryan M. Lance

Ryan M. Lance

Chairman and

Chief Executive Officer

/s/ Jeff W. Sheets

Jeff W. Sheets

Executive Vice President, Finance and

Chief Financial Officer