10-Q

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            March 31, 2013
or
[    ]	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.

Large accelerated filer [x]    Accelerated filer [ ]    Non-accelerated filer [ ]    Smaller reporting company [ ]

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 1,222,661,180 shares of common stock, $.01 par value, outstanding at March 31, 2013.

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
Notes to Consolidated Financial Statements		5
Supplementary Information—Condensed Consolidating Financial Information		25
Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations		29
Item 3.  Quantitative and Qualitative Disclosures About Market Risk		48
Item 4.  Controls and Procedures		48
Part II – Other Information
Item 1.  Legal Proceedings		49
Item 1A.  Risk Factors		49
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds		49
Item 6.  Exhibits		50
Signature		51

PART I. FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

Consolidated Income Statement ConocoPhillips

	Millions of Dollars
	Three Months Ended March 31
	2013		2012
Revenues and Other Income
Sales and other operating revenues	$	14,166		14,593
Equity in earnings of affiliates		362		490
Gain on dispositions		58		940
Other income		65		60
Total Revenues and Other Income		14,651		16,083
Costs and Expenses
Purchased commodities		5,834		6,078
Production and operating expenses		1,687		1,559
Selling, general and administrative expenses		165		326
Exploration expenses		277		675
Depreciation, depletion and amortization		1,807		1,571
Impairments		2		214
Taxes other than income taxes		892		1,095
Accretion on discounted liabilities		106		105
Interest and debt expense		130		190
Foreign currency transaction (gains) losses		(36)		5
Total Costs and Expenses		10,864		11,818
Income from continuing operations before income taxes		3,787		4,265
Provision for income taxes		1,763		2,086
Income From Continuing Operations		2,024		2,179
Income from discontinued operations*		129		776
Net income		2,153		2,955
Less: net income attributable to noncontrolling interests		(14)		(18)
Net Income Attributable to ConocoPhillips	$	2,139		2,937
Amounts Attributable to ConocoPhillips Common Shareholders:
Income from continuing operations	$	2,010		2,163
Income from discontinued operations		129		774
Net Income	$	2,139		2,937
Net Income Attributable to ConocoPhillips Per Share of Common Stock (dollars)
Basic
Continuing operations	$	1.64		1.69
Discontinued operations		0.10		0.60
Net Income Attributable to ConocoPhillips Per Share of Common Stock	$	1.74		2.29
Diluted
Continuing operations	$	1.63		1.67
Discontinued operations		0.10		0.60
Net Income Attributable to ConocoPhillips Per Share of Common Stock	$	1.73		2.27
Dividends Paid Per Share of Common Stock (dollars)	$	0.66		0.66
Average Common Shares Outstanding (in thousands)
Basic		1,229,232		1,283,493
Diluted		1,235,907		1,293,104
*Net of provision for income taxes on discontinued operations of:	$	(9)		434

See Notes to Consolidated Financial Statements.

1

Consolidated Statement of Comprehensive Income ConocoPhillips

	Millions of Dollars
	Three Months Ended March 31
	2013		2012
Net Income	$	2,153		2,955
Other comprehensive income (loss)
Defined benefit plans
Prior service cost arising during the period		-		-
Reclassification adjustment for amortization of prior service credit included in net income		(1)		(1)
Net change		(1)		(1)
Net actuarial loss arising during the period		-		-
Reclassification adjustment for amortization of net actuarial losses included in net income		57		78
Net change		57		78
Nonsponsored plans*		1		3
Income taxes on defined benefit plans		(22)		(29)
Defined benefit plans, net of tax		35		51
Foreign currency translation adjustments		(644)		852
Reclassification adjustment for gain (loss) included in net income		(4)		1
Income taxes on foreign currency translation adjustments		4		(19)
Foreign currency translation adjustments, net of tax		(644)		834
Hedging activities		-		1
Income taxes on hedging activities		-		-
Hedging activities, net of tax		-		1
Other Comprehensive Income (Loss), Net of Tax		(609)		886
Comprehensive Income		1,544		3,841
Less: comprehensive income attributable to noncontrolling interests		(14)		(18)
Comprehensive Income Attributable to ConocoPhillips	$	1,530		3,823

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

See Notes to Consolidated Financial Statements.

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Consolidated Balance Sheet ConocoPhillips

	Millions of Dollars
	March 31 2013		December 31 2012
Assets
Cash and cash equivalents	$	5,422		3,618
Short-term investments*		23		-
Restricted cash		-		748
Accounts and notes receivable (net of allowance of $10 million in 2013 and $10 million in 2012)		8,703		8,929
Accounts and notes receivable—related parties		195		253
Inventories		1,133		965
Prepaid expenses and other current assets		8,759		9,476
Total Current Assets		24,235		23,989
Investments and long-term receivables		23,315		23,489
Loans and advances—related parties		1,455		1,517
Net properties, plants and equipment (net of accumulated depreciation, depletion and amortization of $59,518 million in 2013 and $58,916 million in 2012)		67,890		67,263
Other assets		885		886
Total Assets	$	117,780		117,144
Liabilities
Accounts payable	$	9,554		9,154
Accounts payable—related parties		867		859
Short-term debt		1,351		955
Accrued income and other taxes		3,658		3,366
Employee benefit obligations		432		742
Other accruals		2,453		2,367
Total Current Liabilities		18,315		17,443
Long-term debt		20,319		20,770
Asset retirement obligations and accrued environmental costs		8,650		8,947
Joint venture acquisition obligation—related party		2,610		2,810
Deferred income taxes		13,607		13,185
Employee benefit obligations		3,271		3,346
Other liabilities and deferred credits		1,768		2,216
Total Liabilities		68,540		68,717
Equity
Common stock (2,500,000,000 shares authorized at $.01 par value)
Issued (2013—1,764,891,853 shares; 2012—1,762,247,949 shares)
Par value		18		18
Capital in excess of par		45,425		45,324
Treasury stock (at cost: 2013—542,230,673 shares; 2012—542,230,673 shares)		(36,780)		(36,780)
Accumulated other comprehensive income		3,478		4,087
Retained earnings		36,662		35,338
Total Common Stockholders’ Equity		48,803		47,987
Noncontrolling interests		437		440
Total Equity		49,240		48,427
Total Liabilities and Equity	$	117,780		117,144

*Marketable securities.

See Notes to Consolidated Financial Statements.

3

Consolidated Statement of Cash Flows ConocoPhillips

	Millions of Dollars
	Three Months Ended March 31
	2013		2012
Cash Flows From Operating Activities
Net income	$	2,153		2,955
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation, depletion and amortization		1,807		1,571
Impairments		2		214
Dry hole costs and leasehold impairments		36		518
Accretion on discounted liabilities		106		105
Deferred taxes		241		131
Undistributed equity earnings		(29)		(77)
Gain on dispositions		(58)		(940)
Income from discontinued operations		(129)		(776)
Other		(503)		173
Working capital adjustments
Decrease in accounts and notes receivable		249		166
Decrease (increase) in inventories		(177)		83
Decrease (increase) in prepaid expenses and other current assets		(131)		79
Increase (decrease) in accounts payable		528		(55)
Increase (decrease) in taxes and other accruals		513		(77)
Net cash provided by continuing operating activities		4,608		4,070
Net cash provided by discontinued operations		122		112
Net Cash Provided by Operating Activities		4,730		4,182
Cash Flows From Investing Activities
Capital expenditures and investments		(3,391)		(3,818)
Proceeds from asset dispositions		1,134		1,102
Net sales (purchases) of short-term investments		(23)		92
Collection of advances/loans—related parties		57		38
Other		(21)		7
Net cash used in continuing investing activities		(2,244)		(2,579)
Net cash used in discontinued operations		(189)		(431)
Net Cash Used in Investing Activities		(2,433)		(3,010)
Cash Flows From Financing Activities
Repayment of debt		(48)		(47)
Change in restricted cash		748		-
Issuance of company common stock		(10)		36
Repurchase of company common stock		-		(1,899)
Dividends paid		(815)		(843)
Other		(205)		(199)
Net cash used in continuing financing activities		(330)		(2,952)
Net cash used in discontinued operations		-		(318)
Net Cash Used in Financing Activities		(330)		(3,270)
Effect of Exchange Rate Changes on Cash and Cash Equivalents		(163)		25
Net Change in Cash and Cash Equivalents		1,804		(2,073)
Cash and cash equivalents at beginning of period		3,618		5,780
Cash and Cash Equivalents at End of Period	$	5,422		3,707

See Notes to Consolidated Financial Statements.

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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 2012 Annual Report on Form 10-K.

As a result of our separation of Phillips 66 on April 30, 2012, the results of operations for our former refining, marketing and transportation businesses; most of our former Midstream segment; our former Chemicals segment; and our power generation and certain technology operations included in our former Emerging Businesses segment (collectively, our “Downstream business”), have been classified as discontinued operations for the period ended March 31, 2012. In addition, the results of operations for our interest in the North Caspian Sea Production Sharing Agreement (Kashagan) and our Algerian and Nigerian businesses have been classified as discontinued operations for all periods presented. See Note 3—Discontinued Operations, for additional information. Unless indicated otherwise, the information in the Notes to the Consolidated Financial Statements relates to our continuing operations.

Note 2—Change in Accounting Principles

Effective January 1, 2013, we early adopted, on a prospective basis, Financial Accounting Standards Board (FASB) Accounting Standards Update (ASU) No. 2013-05, “Parent’s Accounting for the Cumulative Translation Adjustment (CTA) upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity.” This ASU resolves the diversity in practice about whether FASB Accounting Standards Codification (ASC) Subtopic 810-10, “Consolidation—Overall,” or Subtopic 830-30, “Foreign Currency Matters—Translation of Financial Statements,” applies to the release of the CTA into net income when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business (other than a sale of in substance real estate or conveyance of oil and gas mineral rights) within a foreign entity. This ASU clarifies that ASC Subtopic 830-30 applies to sales within a foreign entity and thus the CTA should not be released into net income unless those sales represent the complete or substantially complete liquidation of the reporting parent’s investment in the broader foreign entity. This ASU also requires the release of all the related CTA into net income upon gaining control in a step acquisition of an equity method investment that is considered to be a standalone foreign entity, and a pro rata release of the related CTA into net income upon a partial sale of an interest in an equity method investment that is considered to be a standalone foreign entity.

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Note 3—Discontinued Operations

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. In connection with the separation, Phillips 66 distributed approximately $7.8 billion to us in a special cash distribution. The principal funds from the special cash distribution were designated solely to pay dividends, repurchase common stock, repay debt, or a combination of the foregoing, within twelve months following the distribution. The cash was included in the “Restricted cash” line on our consolidated balance sheet. No balance remained from the cash distribution as of March 31, 2013. We also entered into several agreements with Phillips 66 in order to effect the separation and govern our relationship with Phillips 66.

Sales and other operating revenues and income from discontinued operations related to Phillips 66 for the three-month period ended March 31, 2012, were as follows:

	Millions  of Dollars
Sales and other operating revenues from discontinued operations	$	45,498
Income from discontinued operations before-tax	$	1,008
Income tax expense		294
Income from discontinued operations	$	714

Income from discontinued operations after-tax includes transaction, information systems and other costs incurred to effect the separation of $44 million for the three-month period ended March 31, 2012. No separation costs were incurred during the first three months of 2013.

Prior to the separation, commodity sales to Phillips 66 were $4,054 million and commodity purchases from Phillips 66 were $160 million for the three-month period ended March 31, 2012. 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.

Other Discontinued Operations

As part of our ongoing strategic asset disposition program, we agreed to sell our interest in the North Caspian Sea Production Sharing Agreement (Kashagan) and our Algerian and Nigerian businesses (collectively, the “Disposition Group”). The Disposition Group was previously part of the Other International operating segment.

On November 26, 2012, we notified government authorities in Kazakhstan and co-ventures of our intent to sell the Company’s 8.4 percent interest in Kashagan to ONGC Videsh Limited. Expected proceeds are approximately $5.0 billion, which represents the purchase price plus expected working capital and customary adjustments at closing. The transaction is expected to close in 2013. We recorded pre-tax impairments of $606 million and $43 million in the fourth quarter of 2012 and first quarter of 2013, respectively. At March 31, 2013, the carrying value of the net assets related to our interest in Kashagan was $5.1 billion, net of impairments.

On December 18, 2012, we entered into an agreement with Pertamina to sell our wholly owned subsidiary, ConocoPhillips Algeria Ltd., for a total of $1.75 billion plus customary adjustments. The transaction is anticipated to close in 2013. We received a deposit of $175 million in December 2012. The deposit is refundable in the event our co-venturer exercises its preemptive rights, which have been waived, or government approval is not received. At March 31, 2013, the net carrying value of our Algerian assets was $698 million.

6

On December 20, 2012, we entered into agreements with affiliates of Oando PLC to sell our Nigerian business unit for a total of $1.79 billion plus customary adjustments. The transaction is anticipated to close in 2013, following appropriate consultations with stakeholders. We received a deposit of $435 million in December 2012. The deposit is only refundable in the event of default by us. At March 31, 2013, the net carrying value of our Nigerian assets was $317 million.

At March 31, 2013, the Disposition Group met the criteria to be classified as held for sale. Accordingly, we classified $22 million of loans and advances to related parties in the “Accounts and notes receivable—related parties” line and $7,058 million of noncurrent assets in the “Prepaid expenses and other current assets” line of our consolidated balance sheet. In addition, we classified $777 million of noncurrent liabilities in the “Accrued income and other taxes” line and $133 million of asset retirement obligations in the “Other accruals” line of our consolidated balance sheet. The carrying amounts of the major classes of assets and liabilities associated with the Disposition Group were as follows:

	Millions of Dollars
		March 31 2013	December 31  2012
Assets
Accounts and notes receivable	$	302	268
Accounts and notes receivable—related parties		2	1
Inventories		48	44
Prepaid expenses and other current assets		154	220
Total current assets of discontinued operations		506	533
Investments and long-term receivables		281	272
Loans and advances—related parties		22	29
Net properties, plants and equipment		6,775	6,629
Other assets		2	4
Total assets of discontinued operations	$	7,586	7,467
Liabilities
Accounts payable	$	437	471
Accrued income and other taxes		154	125
Total current liabilities of discontinued operations		591	596
Asset retirement obligations and accrued environmental costs		133	131
Deferred income taxes		777	759
Total liabilities of discontinued operations	$	1,501	1,486

Sales and other operating revenues and income from discontinued operations related to the Disposition Group were as follows:

	Millions of Dollars
	Three Months Ended     March 31
		2013		2012
Sales and other operating revenues from discontinued operations	$	329		391
Income from discontinued operations before-tax	$	120		202
Income tax expense (benefit)		(9	)	140
Income from discontinued operations	$	129		62

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Note 4—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, which expires in 2033. The terminal became operational in June 2008, and we began making payments under the terminal use agreement. At March 31, 2013, the prepaid balance of the terminal use agreement was $244 million, which is primarily reflected in the “Other assets” line on our consolidated balance sheet. Freeport LNG began making loan repayments in September 2008, and the loan balance outstanding was $551 million at March 31, 2013, and $565 million at December 31, 2012.

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. Since we do not have the unilateral power to direct the key activities which most significantly impact its economic performance, we are not the primary beneficiary of Freeport LNG. These key activities primarily involve or relate to operating and maintaining the terminal. We also 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)

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.

As of March 31, 2013, we have not provided, nor do we expect to provide in the future, any financial support to APLNG other than amounts previously contractually required. In addition, unless we elect otherwise, we have no requirement to provide liquidity or purchase the assets of APLNG. See Note 7—Investments, Loans and Long-Term Receivables, and Note 13—Guarantees, for additional information.

Note 5—Inventories

Inventories consisted of the following:

	Millions of Dollars
		March 31 2013	December 31  2012
Crude oil and petroleum products	$	396	244
Materials, supplies and other		737	721
	$	1,133	965

Inventories valued on the last-in, first-out (LIFO) basis totaled $293 million and $147 million at March 31, 2013, and December 31, 2012, respectively. The estimated excess of current replacement cost over LIFO cost of inventories was approximately $200 million at both March 31, 2013, and December 31, 2012.

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Note 6—Assets Held for Sale or Sold

Our interest in Kashagan and the Algerian and Nigerian business units were considered held for sale at March 31, 2013. These assets are classified as discontinued operations. See Note 3—Discontinued Operations, for additional information.

In March 2013, we sold the majority of our properties in the Cedar Creek Anticline for $989 million and recognized a before-tax loss on disposition of $62 million, which was included in the “Gain on dispositions” line on our consolidated income statement. At the time of the disposition, the carrying value of our interest, which was included in the Lower 48 and Latin America segment, was $1,051 million, which included $1,079 million of properties, plants and equipment (PP&E) and $28 million of asset retirement obligations.

Note 7—Investments, Loans and Long-Term Receivables

APLNG

In the fourth quarter of 2012, APLNG satisfied all conditions precedent to drawdown from the $8.5 billion project finance facility. The facility is comprised 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 13—Guarantees, for additional information.

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 4—Variable Interest Entities (VIEs), for additional information.

At March 31, 2013, the book value of our equity method investment in APLNG was $10,402 million, which included $2,595 million of cumulative translation effects due to strengthening of the Australian dollar relative to the U.S. dollar over time, and is included in the “Investments and long-term receivables” line on our consolidated balance sheet.

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 March 31, 2013, included the following:

— $551 million in loan financing to Freeport LNG.

— $1,050 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.”

Note 8—Suspended Wells

The capitalized cost of suspended wells at March 31, 2013, was $1,239 million, an increase of $201 million from $1,038 million at year-end 2012. No suspended wells were charged to dry hole expense during the first three months of 2013 relating to exploratory well costs capitalized for a period greater than one year as of December 31, 2012.

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Note 9—Impairments

During the three-month periods of 2013 and 2012, we recognized the following before-tax impairment charges:

	Millions of Dollars
	Three Months Ended March 31
		2013	2012
Canada	$	-	213
Europe		-	1
Asia Pacific and Middle East		2	-
	$	2	214

The first quarter 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.

Note 10—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 QG3. Commercial paper maturities are generally limited to 90 days.

At March 31, 2013 and December 31, 2012, we had no direct outstanding borrowings or letters of credit issued under our revolving credit facilities. In addition, under the ConocoPhillips Qatar Funding Ltd. commercial paper program, there was $1,008 million of commercial paper outstanding at March 31, 2013, compared with $1,055 million at December 31, 2012. Since we had $1,008 million of commercial paper outstanding and had issued no letters of credit, we had access to $6.5 billion in borrowing capacity under our revolving credit facilities at March 31, 2013.

At March 31, 2013, we classified $920 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.

In April 2013, we repaid the following debt instruments at maturity:

— The $100 million 7.625% Debentures due 2013.

— The $750 million 5.50% Notes due 2013.

Note 11—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 $782 million was short-term and was included in the “Accounts payable—related parties” line on our March 31, 2013, consolidated balance sheet. The principal portion of these payments, which totaled $189 million in the first three months of 2013, is included in the “Other” line in the financing activities section on our consolidated

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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 12—Noncontrolling Interests

Activity attributable to common stockholders’ equity and noncontrolling interests for the first three months of 2013 and 2012 was as follows:

	Millions of Dollars
	2013				2012
		Common Stockholders’ Equity	Non- Controlling Interest	Total Equity		Common Stockholders’ Equity	Non- Controlling Interest	Total  Equity
Balance at January 1	$	47,987	440	48,427		65,239	510	65,749
Net income		2,139	14	2,153		2,937	18	2,955
Dividends		(815)	-	(815)		(843)	-	(843)
Repurchase of company common stock		-	-	-		(1,899)	-	(1,899)
Distributions to noncontrolling interests		-	(17)	(17)		-	(19)	(19)
Other changes, net*		(508)	-	(508)		1,115	-	1,115
Balance at March 31	$	48,803	437	49,240		66,549	509	67,058

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

Note 13—Guarantees

At March 31, 2013, 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 March 31, 2013, 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 March 2013 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. We estimate the remaining term of this guarantee is 4 years. Our maximum potential amount of future payments related to this guarantee is approximately $110 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 March 31, 2013, is $1.7 billion based upon our pro-rata share of the facility used at that date. At March 31, 2013, the carrying value of this guarantee is approximately $114 million.

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— 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 $1.0 billion ($2.4 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. The guarantees have remaining terms of up to 33 years or the life of the venture. Our maximum potential amount of future payments related to these guarantees is approximately $180 million and would become payable if APLNG does not perform.

Other Guarantees

We have other guarantees with maximum future potential payment amounts totaling approximately $280 million, which consist primarily of guarantees of the residual value of leased corporate aircraft, guarantees to fund the short-term cash liquidity deficit of two joint ventures, a guarantee for our portion of a joint venture’s debt obligations and a guarantee of minimum charter revenue for an LNG vessel. These guarantees have remaining terms of up to 11 years or the life of the venture and would become payable, if upon sale, certain asset values are lower than guaranteed amounts, business conditions decline at guaranteed entities or as a result of non-performance of contractual terms by guaranteed parties.

Indemnifications

Over the years, we have entered into various lease agreements or agreements to sell ownership interests in certain corporations, joint ventures and assets that gave rise to qualifying indemnifications. Agreements associated with these leases and 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 March 31, 2013, 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 $50 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 14—Contingencies and Commitments.

In connection with the separation of the Downstream business, the Company entered into an Indemnification and Release Agreement with Phillips 66. See Note 3—Discontinued Operations, for additional information. This agreement provided 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.

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Note 14—Contingencies and Commitments

A number of lawsuits involving a variety of claims arising in the ordinary course of business have been made against ConocoPhillips. 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. With respect to 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 March 31, 2013, our

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balance sheet included a total environmental accrual of $350 million, compared with $364 million at December 31, 2012. 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 March 31, 2013, we had performance obligations secured by letters of credit of $782 million (issued as direct bank letters of credit) related to various purchase commitments for materials, supplies, commercial activities and services 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, we filed a request for international arbitration on November 2, 2007, 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, and we anticipate an interim decision on key legal and factual issues in 2013.

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 the ICSID tribunal, Ecuador confiscated the crude oil production of Burlington and its co-venturer and sold the 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. On April 24, 2012, Ecuador filed a supplemental counterclaim asserting environmental damages, which we believe are not material. The ICSID tribunal issued a decision on liability on December 14, 2012, in favor of Burlington, finding that Ecuador’s seizure of Blocks 7 and 21 was an unlawful expropriation in violation of the Ecuador-U.S. Bilateral Investment Treaty. An additional arbitration phase is now proceeding to determine the damages owed to ConocoPhillips for Ecuador’s actions.

ConocoPhillips served a Notice of Arbitration on the Timor-Leste Minister of Finance in October 2012 for outstanding disputes related to a series of tax assessments. Between 2010 and 2012, ConocoPhillips has paid, under protest, tax assessments totaling approximately $227 million, which are primarily recorded in the “Investments and long-term receivables” line on our consolidated balance sheet. The arbitration will be conducted in Singapore under the United Nations Commission on International Trade Laws (UNCITRAL) arbitration rules, pursuant to the terms of the Tax Stability Agreement with the Timor-Leste government. The arbitration process is currently underway. Future impacts on our business are not known at this time.

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Note 15—Derivative and Financial Instruments

Derivative Instruments

We use futures, forwards, swaps and options in various markets to meet our customer needs and capture market opportunities. Our commodity business primarily consists of natural gas, crude oil, bitumen, LNG and natural gas liquids. Under our current business model, we are not required to register as a Swap Dealer or Major Swap Participant.

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 the consolidated statement of cash flows. On the 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 appear on our consolidated balance sheet:

	Millions of Dollars
	March 31 2013		December 31  2012
Assets
Prepaid expenses and other current assets	$	1,402		1,538
Other assets		98		105
Liabilities
Other accruals		1,461		1,509
Other liabilities and deferred credits		94		99

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 March  31
	2013		2012
Sales and other operating revenues	$	(208)		(403)
Other income		2		(6)
Purchased commodities		185		398

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

	Open Position Long/(Short)
	March 31 2013		December 31 2012
Natural gas and power (billions of cubic feet equivalent)
Fixed price		(22)		(48)
Basis		(1)		125

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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 appear on our consolidated balance sheet:

	Millions of Dollars
	March 31 2013		December 31  2012
Assets
Prepaid expenses and other current assets	$	12		32
Liabilities
Other accruals		5		2
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 March  31
	2013		2012
Foreign currency transaction (gains) losses	$	22		(15)

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

	In Millions Notional Currency
	March 31 2013		December 31  2012
Sell U.S. dollar, buy other currencies*	USD	-		2,573
Buy U.S. dollar, sell other currencies**	USD	842		140
Buy British pound, sell euro	GBP	11		-
Buy euro, sell British pound	EUR	-		96

  *Primarily euro, Canadian dollar, Norwegian krone and British pound.

**Primarily euro, Canadian dollar and Norwegian krone.

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.

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These balances consisted of the following:

	Millions of Dollars
	Carrying Amount
	Cash and Cash Equivalents				Short-Term Investments
	March 31 2013		December 31  2012		March 31 2013		December 31  2012
Cash	$	681		829		-		-
Time Deposits		4,741		2,789		-		-
Commercial Paper		-		-		23		-
	$	5,422		3,618		23		-

In conjunction with the separation of our Downstream business, we received a special cash distribution from Phillips 66. See Note 3—Discontinued Operations, for additional information. The balance of the special cash distribution was zero at March 31, 2013, and $748 million at December 31, 2012, and was included in “Restricted cash” on our consolidated balance sheet. At December 31, 2012, the funds in the restricted cash account were invested in money market funds with maturities within 90 days from December 31, 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 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 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, such as certain transactions administered through the New York Mercantile Exchange or the IntercontinentalExchange.

The aggregate fair value of all derivative instruments with such credit-risk-related contingent features that were in a liability position on March 31, 2013, and December 31, 2012, was $143 million and $130 million, respectively. For these instruments, no collateral was posted as of March 31, 2013 or December 31, 2012. If our credit rating had been lowered one level from its “A” rating (per Standard and Poor’s) on March 31, 2013, 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 $143 million of additional collateral, either with cash or letters of credit.

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Note 16—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 which 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. Transfers occur at the end of the reporting period. 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 commodity derivatives 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. Level 3 activity was not material.

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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
	March 31, 2013								December 31, 2012
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets
Deferred compensation investments	$	309		-		-		309		305		-		-		305
Commodity derivatives		972		512		13		1,497		1,052		567		18		1,637
Total assets	$	1,281		512		13		1,806		1,357		567		18		1,942
Liabilities
Commodity derivatives	$	990		561		1		1,552		1,031		567		4		1,602
Total liabilities	$	990		561		1		1,552		1,031		567		4		1,602

The following table summarizes those commodity derivative balances subject to the right of setoff as presented on our consolidated balance sheet:

	Millions of Dollars
	Gross Amounts Recognized		Gross Amounts Offset		Net Amounts Excluding Collateral		Cash Collateral		Net Amounts Subject to Setoff
March 31, 2013
Assets	$	1,475		1,304		171		29		142
Liabilities		1,523		1,304		219		56		163
December 31, 2012
Assets	$	1,621		1,403		218		29		189
Liabilities		1,588		1,403		185		16		169

At March 31, 2013 and December 31, 2012, we did not present any amounts gross on our consolidated balance sheet where we had the right of setoff.

Non-Recurring Fair Value Measurement

We recorded a pre-tax loss of $43 million to reduce net PP&E (held for sale) to fair value. As of March 31, 2013, the fair value less costs to sell was $5,070 million. Since the fair value was determined by the negotiated selling price, it is classified as Level 1 in the fair value hierarchy. See Note 3—Discontinued Operations, for additional information.

Reported Fair Values of Financial Instruments

We used the following methods and assumptions to estimate the fair value of financial instruments:

— 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 7—Investments, Loans and Long-Term Receivables, for additional information.

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— 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 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. At March 31, 2013 and December 31, 2012, effective yield rates were 0.66 percent and 0.7 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 11—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
	March 31 2013		December 31 2012		March 31 2013		December 31 2012
Financial assets
Deferred compensation investments	$	309		305		309		305
Commodity derivatives		181		221		181		221
Total loans and advances—related parties		1,629		1,697		1,820		1,916
Financial liabilities
Total debt, excluding capital leases		21,654		21,709		25,855		26,349
Total joint venture acquisition obligation		3,392		3,582		3,740		3,968
Commodity derivatives		209		199		209		199

Note 17—Accumulated Other Comprehensive Income

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

	Millions of Dollars
	Defined Benefit Plans		Foreign Currency Translation		Accumulated Other Comprehensive Income (Loss)
December 31, 2012	$	(1,425)		5,512		4,087
Other comprehensive income (loss)		35		(644)		(609)
March 31, 2013	$	(1,390)		4,868		3,478

At March 31, 2013, $35 million of accumulated other comprehensive income, net of $22 million of income tax expense, related to our defined benefit plans was amortized. The components of the employee benefit plan-related other comprehensive income items are included in the computation of net periodic pension cost. See Note 19—Employee Benefit Plans, for additional information.

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

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Note 18—Cash Flow Information

	Millions of Dollars
	Three Months Ended March  31
		2013		2012
Cash Payments
Interest	$	157		228
Income taxes		1,199		1,308
Net Sales (Purchases) of Short-Term Investments
Short-term investments purchased	$	(23	)	(497	)
Short-term investments sold		–		589
	$	(23	)	92

Note 19—Employee Benefit Plans

Pension and Postretirement Plans

	Millions of Dollars
	Pension Benefits												Other Benefits
Three Months Ended	March 31												March 31
	2013						2012						2013			2012
	U.S.			Int’l.			U.S.			Int’l.
Components of Net Periodic Benefit Cost
Service cost	$	35			26			58			28			1			2
Interest cost		36			37			63			43			6			10
Expected return on plan assets		(47	)		(41	)		(74	)		(43	)		-			-
Amortization of prior service cost (credit)		1			(2	)		2			(2	)		(1	)		(1	)
Recognized net actuarial loss (gain)		38			19			59			18			1			(1	)
Net periodic benefit cost	$	63			39			108			44			7			10

In connection with the separation of the Downstream business on April 30, 2012, ConocoPhillips entered into an Employee Matters Agreement with Phillips 66 which provides that employees of Phillips 66 will no longer participate in benefit plans sponsored or maintained by ConocoPhillips upon separation. As such, changes in net periodic benefit cost included in the table above primarily relate to the employees of Phillips 66 no longer participating in the ConocoPhillips benefit plans for the three-month period ended March 31, 2013.

During the first three months of 2013, we contributed $52 million to our domestic benefit plans and $50 million to our international benefit plans.

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Note 20—Related Party Transactions

We consider our equity-method investments to be related parties. Significant transactions with related parties were:

	Millions of Dollars
	Three Months Ended March  31
		2013	2012
Operating revenues and other income	$	8	23
Purchases		41	43
Operating expenses and selling, general and administrative expenses		46	40
Net interest expense*		9	11

* We paid interest to, or received interest from, various affiliates, including FCCL Partnership. See Note 7—Investments, Loans and Long-Term Receivables, for additional information on loans to affiliated companies.

Note 21—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. Results of operations for Phillips 66 for the period ended March 31, 2012, have been reported as discontinued operations. Commodity sales to Phillips 66, which were previously eliminated in consolidation prior to the separation, are now reported as third-party sales. In 2012, we also agreed to sell our Nigerian and Algerian businesses and our interest in Kashagan. Results of operations for Nigeria, Algeria and Kashagan have been reported as discontinued operations for all periods presented. For additional information, see Note 3—Discontinued Operations.

Corporate and Other represents costs not directly associated with an operating segment, such as most interest expense, corporate overhead, 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.

22

Analysis of Results by Operating Segment

	Millions of Dollars
	Three Months Ended March  31
		2013	2012
Sales and Other Operating Revenues
Alaska	$	2,104	2,737
Lower 48 and Latin America		4,822	5,131
Intersegment eliminations		(29)	(115)
Lower 48 and Latin America		4,793	5,016
Canada		1,255	1,218
Intersegment eliminations		(158)	(136)
Canada		1,097	1,082
Europe		3,453	3,602
Intersegment eliminations		-	(72)
Europe		3,453	3,530
Asia Pacific and Middle East		2,218	1,896
Other International		483	310
Corporate and Other		18	22
Consolidated sales and other operating revenues	$	14,166	14,593
Net Income Attributable to ConocoPhillips
Alaska	$	543	620
Lower 48 and Latin America		133	255
Canada		133	(549)
Europe		431	389
Asia Pacific and Middle East		918	1,738
Other International		14	21
Corporate and Other		(162)	(311)
Discontinued operations		129	774
Consolidated net income attributable to ConocoPhillips	$	2,139	2,937

	Millions of Dollars
		March 31 2013	December 31 2012
Total Assets
Alaska	$	11,241	10,950
Lower 48 and Latin America		28,250	28,895
Canada		22,306	22,308
Europe		15,071	15,562
Asia Pacific and Middle East		24,038	23,721
Other International		1,462	1,418
Corporate and Other		7,826	6,823
Discontinued operations		7,586	7,467
Consolidated total assets	$	117,780	117,144

23

Note 22—Income Taxes

Our effective tax rate from continuing operations for the first quarter of 2013 was 47 percent compared with 49 percent for the first quarter of 2012. The decrease was primarily due to a smaller proportion of income in higher tax jurisdictions in 2013. Additionally, the tax rate for the first quarter of 2013 reflected a favorable tax resolution associated with the sale of certain western Canada properties which occurred in a prior year, and the tax rate for the first quarter of 2012 reflected a benefit from asset dispositions in 2012.

The effective tax rate in excess of the domestic federal statutory rate of 35 percent was primarily due to foreign taxes.

During the first quarter of 2013, unrecognized tax benefits decreased $235 million to $637 million at March 31, 2013, mainly due to the favorable tax resolution noted above. Included in this balance is $411 million which, if recognized, would impact our effective tax rate.

24

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.

25

	Millions of Dollars
	Three Months Ended March 31, 2013
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	$	-			4,464			-		-			-			9,702			-			14,166
Equity in earnings of affiliates		2,391			2,874			-		-			-			405			(5,308	)		362
Gain (loss) on dispositions		-			(2	)		-		-			-			60			-			58
Other income		1			45			-		-			-			19			-			65
Intercompany revenues		20			51			11		22			8			1,653			(1,765	)		-
Total Revenues and Other Income		2,412			7,432			11		22			8			11,839			(7,073	)		14,651
Costs and Expenses
Purchased commodities		-			3,929			-		-			-			3,064			(1,159	)		5,834
Production and operating expenses		-			310			-		-			-			1,379			(2	)		1,687
Selling, general and administrative expenses		4			122			-		-			-			56			(17	)		165
Exploration expenses		-			143			-		-			-			134			-			277
Depreciation, depletion and amortization		-			208			-		-			-			1,599			-			1,807
Impairments		-			-			-		-			-			2			-			2
Taxes other than income taxes		-			77			-		-			-			815			-			892
Accretion on discounted liabilities		-			14			-		-			-			92			-			106
Interest and debt expense		586			83			10		19			8			11			(587	)		130
Foreign currency transaction (gains) losses		17			8			-		(22	)		(14	)		(25	)		-			(36	)
Total Costs and Expenses		607			4,894			10		(3	)		(6	)		7,127			(1,765	)		10,864
Income from continuing operations before income taxes		1,805			2,538			1		25			14			4,712			(5,308	)		3,787
Provision for income taxes		(205	)		147			-		(1	)		1			1,821			-			1,763
Income From Continuing Operations		2,010			2,391			1		26			13			2,891			(5,308	)		2,024
Income from discontinued operations		129			129			-		-			-			129			(258	)		129
Net income		2,139			2,520			1		26			13			3,020			(5,566	)		2,153
Less: net income attributable to noncontrolling interests		-			-			-		-			-			(14	)		-			(14	)
Net Income Attributable to ConocoPhillips	$	2,139			2,520			1		26			13			3,006			(5,566	)		2,139
Comprehensive Income Attributable to ConocoPhillips	$	1,530			1,911			1		(4	)		1			2,392			(4,301	)		1,530
Income Statement	Three Months Ended March 31, 2012
Revenues and Other Income
Sales and other operating revenues	$	-			4,292			-		-			-			10,301			-			14,593
Equity in earnings of affiliates		2,514			2,701			-		-			-			462			(5,187	)		490
Gain on dispositions		-			-			-		-			-			940			-			940
Other income		1			31			-		-			-			28			-			60
Intercompany revenues		1			440			11		22			8			825			(1,307	)		-
Total Revenues and Other Income		2,516			7,464			11		22			8			12,556			(6,494	)		16,083
Costs and Expenses
Purchased commodities		-			3,807			-		-			-			2,975			(704	)		6,078
Production and operating expenses		-			267			-		-			-			1,307			(15	)		1,559
Selling, general and administrative expenses		5			263			-		-			-			66			(8	)		326
Exploration expenses		-			90			-		-			-			585			-			675
Depreciation, depletion and amortization		-			204			-		-			-			1,367			-			1,571
Impairments		-			-			-		-			-			214			-			214
Taxes other than income taxes		-			82			-		-			-			1,013			-			1,095
Accretion on discounted liabilities		-			13			-		-			-			92			-			105
Interest and debt expense		540			81			10		19			8			112			(580	)		190
Foreign currency transaction (gains) losses		-			(28	)		-		11			16			6			-			5
Total Costs and Expenses		545			4,779			10		30			24			7,737			(1,307	)		11,818
Income (loss) from continuing operations before income taxes		1,971			2,685			1		(8	)		(16	)		4,819			(5,187	)		4,265
Provision for income taxes		(190	)		171			-		6			(1	)		2,100			-			2,086
Income (Loss) From Continuing Operations		2,161			2,514			1		(14	)		(15	)		2,719			(5,187	)		2,179
Income from discontinued operations		776			776			-		-			-			777			(1,553	)		776
Net income (loss)		2,937			3,290			1		(14	)		(15	)		3,496			(6,740	)		2,955
Less: net income attributable to noncontrolling interests		-			-			-		-			-			(18	)		-			(18	)
Net Income (Loss) Attributable to ConocoPhillips	$	2,937			3,290			1		(14	)		(15	)		3,478			(6,740	)		2,937
Comprehensive Income (Loss) Attributable to ConocoPhillips	$	3,823			4,176			1		19			(2	)		4,283			(8,477	)		3,823

26

	Millions of Dollars
	March 31, 2013
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	$	-			279		6		48			2			5,087		-			5,422
Short-term investments		-			-		-		-			-			23		-			23
Accounts and notes receivable		62			6,273		-		-			-			7,544		(4,981	)		8,898
Inventories		-			87		-		-			-			1,046		-			1,133
Prepaid expenses and other current assets		18			592		-		1			-			8,148		-			8,759
Total Current Assets		80			7,231		6		49			2			21,848		(4,981	)		24,235
Investments, loans and long-term receivables*		82,784			118,108		771		1,443			573			43,986		(222,895	)		24,770
Net properties, plants and equipment		-			8,849		-		-			-			59,041		-			67,890
Other assets		48			219		-		2			3			613		-			885
Total Assets	$	82,912			134,407		777		1,494			578			125,488		(227,876	)		117,780
Liabilities and Stockholders’ Equity
Accounts payable	$	-			8,710		1		3			1			6,687		(4,981	)		10,421
Short-term debt		395			4		750		-			-			202		-			1,351
Accrued income and other taxes		-			158		-		4			-			3,496		-			3,658
Employee benefit obligations		-			294		-		-			-			138		-			432
Other accruals		119			655		19		32			13			1,615		-			2,453
Total Current Liabilities		514			9,821		770		39			14			12,138		(4,981	)		18,315
Long-term debt		9,051			5,213		-		1,250			499			4,306		-			20,319
Asset retirement obligations and accrued environmental costs		-			1,253		-		-			-			7,397		-			8,650
Joint venture acquisition obligation		-			-		-		-			-			2,610		-			2,610
Deferred income taxes		54			292		-		14			8			13,239		-			13,607
Employee benefit obligations		-			2,446		-		-			-			825		-			3,271
Other liabilities and deferred credits*		31,327			22,689		-		95			36			18,580		(70,959	)		1,768
Total Liabilities		40,946			41,714		770		1,398			557			59,095		(75,940	)		68,540
Retained earnings		30,100			26,618		5		(54	)		(62	)		33,419		(53,364	)		36,662
Other common stockholders’ equity		11,866			66,075		2		150			83			32,537		(98,572	)		12,141
Noncontrolling interests		-			-		-		-			-			437		-			437
Total Liabilities and Stockholders’ Equity	$	82,912			134,407		777		1,494			578			125,488		(227,876	)		117,780
Balance Sheet	December 31, 2012
Assets
Cash and cash equivalents	$	2			12		6		50			2			3,546		-			3,618
Restricted cash		748			-		-		-			-			-		-			748
Accounts and notes receivable		64			6,247		-		-			-			7,958		(5,087	)		9,182
Inventories		-			57		-		-			-			908		-			965
Prepaid expenses and other current assets		19			847		-		1			-			8,609		-			9,476
Total Current Assets		833			7,163		6		51			2			21,021		(5,087	)		23,989
Investments, loans and long-term receivables*		80,910			114,314		759		1,455			578			44,739		(217,749	)		25,006
Net properties, plants and equipment		-			8,771		-		-			-			58,492		-			67,263
Other assets		55			216		-		2			3			610		-			886
Total Assets	$	81,798			130,464		765		1,508			583			124,862		(222,836	)		117,144
Liabilities and Stockholders’ Equity
Accounts payable	$	-			9,067		-		4			1			6,028		(5,087	)		10,013
Short-term debt		(5	)		4		750		-			-			206		-			955
Accrued income and other taxes		-			104		-		3			-			3,259		-			3,366
Employee benefit obligations		-			485		-		-			-			257		-			742
Other accruals		209			636		9		15			4			1,494		-			2,367
Total Current Liabilities		204			10,296		759		22			5			11,244		(5,087	)		17,443
Long-term debt		9,453			5,215		-		1,250			499			4,353		-			20,770
Asset retirement obligations and accrued environmental costs		-			1,250		-		-			-			7,697		-			8,947
Joint venture acquisition obligation		-			-		-		-			-			2,810		-			2,810
Deferred income taxes		15			598		-		16			7			12,549		-			13,185
Employee benefit obligations		-			2,464		-		-			-			882		-			3,346
Other liabilities and deferred credits*		30,938			19,916		-		117			50			21,174		(69,979	)		2,216
Total Liabilities		40,610			39,739		759		1,405			561			60,709		(75,066	)		68,717
Retained earnings		28,815			24,041		4		(78	)		(73	)		30,778		(48,149	)		35,338
Other common stockholders’ equity		12,373			66,684		2		181			95			32,935		(99,621	)		12,649
Noncontrolling interests		-			-		-		-			-			440		-			440
Total Liabilities and Stockholders’ Equity	$	81,798			130,464		765		1,508			583			124,862		(222,836	)		117,144

* Includes intercompany loans.

27

	Millions of Dollars
Statement of Cash Flows	Three Months Ended March 31, 2013
	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 (used in) continuing operating activities	$	74			2,261			-		(2	)		-		2,618			(343	)		4,608
Net cash provided by discontinued operations		-			-			-		-			-		172			(50	)		122
Net Cash Provided by (Used in) Operating Activities		74			2,261			-		(2	)		-		2,790			(393	)		4,730
Cash Flows From Investing Activities
Capital expenditures and investments		-			(448	)		-		-			-		(2,943	)		-			(3,391	)
Proceeds from asset dispositions		-			4			-		-			-		1,130			-			1,134
Net sales of short-term investments		-			-			-		-			-		(23	)		-			(23	)
Long-term advances/loans—related parties		-			2			-		-			-		(7	)		5			-
Collection of advances/loans—related parties		-			14			-		-			-		1,609			(1,566	)		57
Other		-			-			-		-			-		(21	)		-			(21	)
Net cash used in continuing investing activities		-			(428	)		-		-			-		(255	)		(1,561	)		(2,244	)
Net cash used in discontinued operations		-			-			-		-			-		(189	)		-			(189	)
Net Cash Used in Investing Activities		-			(428	)		-		-			-		(444	)		(1,561	)		(2,433	)
Cash Flows From Financing Activities
Issuance of debt		-			-			-		-			-		5			(5	)		-
Repayment of debt		-			(1,566	)		-		-			-		(48	)		1,566			(48	)
Change in restricted cash		748			-			-		-			-		-			-			748
Issuance of company common stock		(10	)		-			-		-			-		-			-			(10	)
Dividends paid		(815	)		-			-		-			-		(343	)		343			(815	)
Other		1			-			-		-			-		(206	)		-			(205	)
Net cash used in continuing financing activities		(76	)		(1,566	)		-		-			-		(592	)		1,904			(330	)
Net cash used in discontinued operations		-			-			-		-			-		(50	)		50			-
Net Cash Used in Financing Activities		(76	)		(1,566	)		-		-			-		(642	)		1,954			(330	)
Effect of Exchange Rate Changes on Cash and Cash Equivalents		-			-			-		-			-		(163	)		-			(163	)
Net Change in Cash and Cash Equivalents		(2	)		267			-		(2	)		-		1,541			-			1,804
Cash and cash equivalents at beginning of period		2			12			6		50			2		3,546			-			3,618
Cash and Cash Equivalents at End of Period	$	-			279			6		48			2		5,087			-			5,422
Statement of Cash Flows	Three Months Ended March 31, 2012
Cash Flows From Operating Activities
Net cash provided by (used in) continuing operating activities	$	3,011			3,737			-		(1	)		-		(257	)		(2,420	)		4,070
Net cash provided by (used in) discontinued operations		-			167			-		-			-		(56	)		1			112
Net Cash Provided by (Used in) Operating Activities		3,011			3,904			-		(1	)		-		(313	)		(2,419	)		4,182
Cash Flows From Investing Activities
Capital expenditures and investments		(303	)		(470	)		-		-			-		(3,348	)		303			(3,818	)
Proceeds from asset dispositions		-			-			-		-			-		1,102			-			1,102
Net purchases of short-term investments		-			-			-		-			-		92			-			92
Long-term advances/loans—related parties		-			(2	)		-		-			-		(3,004	)		3,006			-
Collection of advances/loans—related parties		-			92			-		-			-		28			(82	)		38
Other		-			-			-		-			-		7			-			7
Net cash used in continuing investing activities		(303	)		(380	)		-		-			-		(5,123	)		3,227			(2,579	)
Net cash provided by (used in) discontinued operations		-			(163	)		-		-			-		7,932			(8,200	)		(431	)
Net Cash Provided by (Used in) Investing Activities		(303	)		(543	)		-		-			-		2,809			(4,973	)		(3,010	)
Cash Flows From Financing Activities
Issuance of debt		-			3,000			-		-			-		6			(3,006	)		-
Repayment of debt		-			(8,215	)		-		-			-		(114	)		8,282			(47	)
Issuance of company common stock		36			-			-		-			-		-			-			36
Repurchase of company common stock		(1,899	)		-			-		-			-		-			-			(1,899	)
Dividends paid		(843	)		-			-		-			-		(2,308	)		2,308			(843	)
Other		(2	)		-			-		-			-		(198	)		1			(199	)
Net cash used in continuing financing activities		(2,708	)		(5,215	)		-		-			-		(2,614	)		7,585			(2,952	)
Net cash used in discontinued operations		-			(5	)		-		-			-		(120	)		(193	)		(318	)
Net Cash Used in Financing Activities		(2,708	)		(5,220	)		-		-			-		(2,734	)		7,392			(3,270	)
Effect of Exchange Rate Changes on Cash and Cash Equivalents		-			-			-		-			-		25			-			25
Net Change in Cash and Cash Equivalents		-			(1,859	)		-		(1	)		-		(213	)		-			(2,073	)
Cash and cash equivalents at beginning of period		-			2,028			1		38			1		3,712			-			5,780
Cash and Cash Equivalents at End of Period	$	-			169			1		37			1		3,499			-			3,707

28

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 47.

Due to the separation of our downstream businesses in 2012 and our intention to sell our interest in the North Caspian Sea Production Sharing Agreement (Kashagan) and our Nigerian and Algerian businesses, which are 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 production and proved reserves. Headquartered in Houston, Texas, we have operations and activities in 30 countries. At March 31, 2013, we had approximately 17,100 employees worldwide and total assets of $118 billion.

Discontinued Operations

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 (collectively, our “Downstream business”), were transferred to Phillips 66. Results of operations related to Phillips 66 for the period ended March 31, 2012, have been classified as discontinued operations. As part of our strategic asset disposition program, in the fourth quarter of 2012, we agreed to sell our interest in Kashagan and our Nigerian and Algerian businesses. Results of operations related to Kashagan, Nigeria and Algeria have been classified as discontinued operations in all periods presented in this Form 10-Q. For additional information, see Note 3—Discontinued Operations, in the Notes to Consolidated Financial Statements.

Overview

As an independent E&P company, we are solely focused on exploring for, developing and producing crude oil and natural gas globally. Our portfolio primarily includes legacy assets in North America, Europe, Asia and Australia; growing North American shale and oil sands businesses; several major international developments; and a global exploration program. Our value proposition to our shareholders is to deliver production and cash margin growth, competitive returns on capital, and a compelling dividend, while keeping our fundamental commitment to safety, operating excellence and environmental stewardship. We expect to achieve our value proposition through portfolio optimization, investments in high-margin developments, applying technical capability and maintaining financial flexibility.

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In the first quarter of 2013, we achieved production of 1,596 thousand barrels of oil equivalent per day (MBOED), including production from discontinued operations of 41 MBOED. Additionally, we generated $4.6 billion in cash from continuing operations, paid dividends on our common stock of $0.8 billion, funded a $3.6 billion capital program and continued to progress the asset disposition program. For the first quarter of 2013, we have generated proceeds from dispositions of approximately $1.1 billion, which mainly included the sale of certain properties in the Cedar Creek Anticline, located in North Dakota and Montana; our 24.5 percent interest in the N Block, located offshore Kazakhstan; and our 10 percent interest in the Interconnector Pipeline, located in Europe. The previously announced sales of Kashagan, Nigeria and Algeria are anticipated to close in 2013 and generate approximately $8.5 billion in expected proceeds.

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, maintain existing fields, and construct pipelines and liquefied natural gas (LNG) facilities. We use a disciplined approach to select the appropriate projects which will provide the most attractive investment opportunities, with a continued focus on higher-margin liquids plays and limited investment in North American conventional natural gas. As investments bring more liquids production online, we expect a corresponding shift in our production mix. However, there are often long lead times from the time we make an investment to the time the investment is operational and begins generating financial returns. In the near-term, we will fund a portion of our capital program with the proceeds from strategic asset dispositions. Over the next five years, our investment in high-margin developments should position us to deliver 3 to 5 percent annual production volume and margin growth, enabling us to fund our capital program organically.

Business Environment

In recent years, the business environment for the energy industry has experienced many challenges which have influenced our operations and profitability, largely due to factors beyond our control, such as the recent financial crisis, geopolitical events or fears thereof, environmental laws, tax regulations, governmental policies, and weather-related disruptions. These factors generally influence the supply and demand of crude oil and natural gas. The most significant factor impacting our profitability and related reinvestment of our operating cash flows into our business is commodity prices. The prices for commodity products are supply- and demand-based and can be very volatile; therefore, to navigate through the volatility, our strategy is to maintain a core portfolio of low-risk, high-return development programs associated with legacy assets, coupled with a portfolio of development opportunities which offer high-margin growth, such as unconventional plays, deepwater exploration and 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
	March 31
	2013		2012
Market Indicators
WTI (per barrel)	$	94.29		102.99
Dated Brent (per barrel)		112.55		118.49
U.S. Henry Hub first of month (per million British thermal units)		3.34		2.72

Industry crude prices for WTI decreased 8 percent in the first quarter of 2013, compared with the same period in 2012, while Brent prices decreased 5 percent in the first quarter of 2013. Global oil prices weakened during the first quarter of 2013, mainly as a result of weak global economic growth and increasing North American oil supply.

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Henry Hub natural gas prices increased 23 percent in the first quarter of 2013, compared with the same period in 2012. The increase was due to a colder winter in 2013 compared to 2012, which increased U.S. natural gas consumption by over 5 billion cubic feet per day in the first quarter of 2013 versus the first quarter of 2012.

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 34 percent in the first quarter of 2013, compared with the same period of 2012. Our realized bitumen price was $39.23 in the first quarter of 2013, compared with $60.66 in the first quarter of 2012 and $48.32 in the fourth quarter of 2012, decreases of 35 percent and 19 percent, respectively. We expect bitumen prices to strengthen in the second quarter of 2013, compared to the first quarter of 2013.

Key Operating and Financial Highlights

Significant highlights during the first quarter of 2013 included the following:

— Achieved first quarter total production of 1,596 MBOED, including continuing operations of 1,555 MBOED and discontinued operations of 41 MBOED.

— Eagle Ford, Bakken and Permian combined production increased by 42 percent compared to the first quarter of 2012.

— Oil sands production averaged 109 MBOED, up 30 percent compared to the first quarter of 2012.

— Major projects on schedule for fourth-quarter startup.

— Realized the first sale of oil from the deepwater Gumusut Field.

— Announced Coronado and Shenandoah discoveries in the deepwater Gulf of Mexico.

— Continued building the Gulf of Mexico exploration portfolio.

— Entered Colombia to explore La Luna Shale.

— Completed the sale of Cedar Creek Anticline properties for $989 million.

Outlook

Consistent with prior guidance, second quarter 2013 production from continuing operations is expected to be 1,440 to 1,470 MBOED, reflecting previously announced planned downtime and turnaround activity. Production from discontinued operations is expected to be approximately 40 MBOED in the second quarter of 2013. Full-year 2013 production from continuing operations is expected to be 1,485 to 1,520 MBOED.

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RESULTS OF OPERATIONS

Unless otherwise indicated, discussion of results for the three-month period ended March 31, 2013, is based on a comparison with the corresponding period of 2012.

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

	Millions of Dollars
	Three Months Ended
	March 31
	2013			2012
Alaska	$	543			620
Lower 48 and Latin America		133			255
Canada		133			(549)
Europe		431			389
Asia Pacific and Middle East		932			1,754
Other International		14			21
Corporate and Other		(162	)		(311)
Income from continuing operations	$	2,024			2,179

Earnings for ConocoPhillips decreased 7 percent in the first quarter of 2013. The decrease primarily resulted from:

— Lower gains from asset sales. Earnings for the first quarter of 2013 included a $270 million after-tax benefit associated with asset dispositions, compared with gains of $938 million after-tax in the first quarter of 2012.

— Lower crude oil, bitumen and natural gas liquids prices.

— Higher depreciation, depletion and amortization (DD&A) expenses, mainly due to higher volumes in the Lower 48 and China.

These items were partially offset by:

— Lower impairments. Non-cash impairments in the first quarter of 2013 totaled $1 million after-tax, compared with impairments in the first quarter of 2012 of $520 million after-tax.

— Higher natural gas prices.

— Lower production taxes, primarily as a result of lower production volumes and prices in Alaska.

— Higher sales, largely due to higher bitumen and LNG sales.

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

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Income Statement Analysis

Sales and other operating revenues decreased 3 percent in the first quarter of 2013, mainly due to lower crude oil, natural gas liquids and bitumen prices, partly offset by higher natural gas prices.

Equity in earnings of affiliates decreased 26 percent in the first quarter of 2013. The decrease primarily resulted from:

— Lower earnings from FCCL Partnership, mainly as a result of lower bitumen prices, partly offset by higher bitumen volumes.

— Lower earnings from Lane Energy Poland Sp.z o.o., primarily due to expenses related to a dry hole.

— Lower earnings from Phoenix Park Gas Processors Limited, mostly due to lower natural gas liquids prices.

These decreases in equity earnings were partially offset by higher earnings from Qatar Liquefied Gas Company Limited (3) (QG3), largely due to higher LNG prices and volumes.

Gain on dispositions decreased $882 million in the first quarter of 2013. Gains in the first quarter of 2013 primarily resulted from the disposition of our interest in the Interconnector Pipeline in Europe, partly offset by a loss on the disposition of certain properties located in the Cedar Creek Anticline in the Lower 48. Gains in the first quarter of 2012 mainly reflected the $937 million gain on sale of our Vietnam business.

Purchased commodities decreased 4 percent in the first quarter of 2013, largely as a result of lower purchased natural gas volumes, partly offset by higher natural gas prices.

Production and operating expenses increased 8 percent in the first quarter of 2013, mostly due to higher operating expenses in the Lower 48 and Canada.

Selling, general and administrative expenses decreased 49 percent in the first quarter of 2013, mainly as a result of lower costs related to compensation and benefit plans and the absence of costs associated with the separation of Phillips 66.

Exploration expenses decreased 59 percent in the first quarter of 2013, mostly due to the absence of the first quarter 2012 impairment of undeveloped leasehold costs associated with the Mackenzie Gas Project as a result of the indefinite suspension of the project. This decrease was partly offset by higher geological and geophysical expenses in the Lower 48 and expenses associated with the deferral of the Chukchi Sea exploration program in Alaska.

DD&A increased 15 percent in the first quarter of 2013. The increase was mostly associated with higher production volumes in the Lower 48 and China, as well as higher unit-of-production rates associated with year-end 2012 price-related reserve revisions.

Impairments decreased $212 million in the first quarter of 2013. The first quarter of 2012 included a $213 million impairment of capitalized project development costs associated with the Mackenzie Gas Project. For additional information, see Note 9—Impairments, in the Notes to Consolidated Financial Statements.

Taxes other than income taxes decreased 19 percent in the first quarter of 2013, mainly as a result of lower production taxes due to lower crude oil production volumes and prices in Alaska.

Interest and debt expense decreased 32 percent in the first quarter of 2013, primarily due to lower interest expense from lower average debt levels and higher capitalized interest on projects.

See Note 22—Income Taxes, in the Notes to Consolidated Financial Statements, for information regarding our provision for income taxes and effective tax rate.

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Summary Operating Statistics

	Three Months Ended
	March 31
	2013		2012
Average Net Production
Crude oil (MBD)*		626		624
Natural gas liquids (MBD)		159		163
Bitumen (MBD)		109		84
Natural gas (MMCFD)**		3,962		4,261
Total Production (MBOED)		1,555		1,581
	Dollars Per Unit
Average Sales Prices
Crude oil (per barrel)	$	105.97		111.88
Natural gas liquids (per barrel)		42.95		55.03
Bitumen (per barrel)		39.23		60.66
Natural gas (per thousand cubic feet)		5.84		5.61
	Millions of Dollars
Exploration Expenses
General administrative; geological and geophysical; and lease rentals	$	241		157
Leasehold impairment		32		512
Dry holes		4		6
	$	277		675

Excludes discontinued operations.

 *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.

We explore for, produce, transport and market crude oil, bitumen, natural gas, LNG and natural gas liquids on a worldwide basis. At March 31, 2013, our continuing operations were producing in the United States, Norway, the United Kingdom, Canada, Australia, offshore Timor-Leste in the Timor Sea, Indonesia, China, Malaysia, Qatar, Libya and Russia.

In the first quarter of 2013, average production from continuing operations decreased 2 percent compared with the first quarter of 2012, while average liquids production increased 3 percent over the same period. The decrease in total average production primarily resulted from normal field decline, the impact from asset dispositions and higher unplanned downtime. These decreases were largely offset by additional production from major developments, mainly from shale plays in the Lower 48 and the ramp-up of production from new phases at FCCL; higher production in China; increased drilling programs, mostly in western Canada, the Lower 48 and Norway; and the resumption of production in Libya.

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Segment Results

Alaska

	Three Months Ended
	March 31
	2013		2012
Income From Continuing Operations (millions of dollars)	$	543		620
Average Net Production
Crude oil (MBD)		190		208
Natural gas liquids (MBD)		18		18
Natural gas (MMCFD)		56		59
Total Production (MBOED)		218		236
Average Sales Prices
Crude oil (dollars per barrel)	$	110.79		112.20
Natural gas (dollars per thousand cubic feet)		5.20		4.68

The Alaska segment primarily explores for, produces, transports and markets crude oil, natural gas liquids and natural gas. As of March 31, 2013, Alaska contributed 23 percent of our worldwide liquids production and 2 percent of our natural gas production.

Alaska operations reported earnings of $543 million in the first quarter of 2013, a 12 percent decrease compared with the same period in 2012. The decrease in earnings was largely due to lower volumes, partly offset by lower production taxes, which resulted from lower crude oil production volumes and prices. Higher exploration expenses, mainly related to cancellation fees for contracts associated with the deferral of the Chukchi Sea exploration program, and lower crude oil prices also contributed to the decrease in earnings.

Production averaged 218 MBOED in the first quarter of 2013, a decrease of 8 percent compared with the first quarter of 2012. The reduction was mainly due to normal field decline.

Chukchi Sea

In April 2013, we announced our 2014 Chukchi Sea exploration drilling plans are on hold given the uncertainties of evolving federal regulatory requirements and operational permitting standards. Once these requirements are clarified and better defined, we will re-evaluate our Chukchi Sea drilling plans.

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Lower 48 and Latin America

	Three Months Ended
	March 31
	2013		2012
Income From Continuing Operations (millions of dollars)	$	133		255
Average Net Production
Crude oil (MBD)		148		117
Natural gas liquids (MBD)		87		84
Natural gas (MMCFD)		1,441		1,502
Total Production (MBOED)		475		451
Average Sales Prices
Crude oil (dollars per barrel)	$	93.69		99.00
Natural gas liquids (dollars per barrel)		29.58		44.90
Natural gas (dollars per thousand cubic feet)		3.19		2.65

As of March 31, 2013, Lower 48 and Latin America contributed 26 percent of our worldwide liquids production and 36 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.

Lower 48 and Latin America operations reported earnings of $133 million in the first quarter of 2013, a 48 percent decrease compared with the same period in 2012. First quarter 2013 earnings were impacted by a $60 million after-tax loss on the disposition of certain Cedar Creek Anticline properties. In addition, the decrease in earnings was primarily the result of lower crude oil and natural gas liquids prices; higher DD&A, mostly due to higher crude oil and natural gas liquids production; and higher operating and exploration expenses. These decreases were partially offset by higher crude oil volumes and higher natural gas prices.

Average production in the Lower 48 increased 5 percent in the first quarter of 2013, while average liquids production increased 17 percent over the same period. New production, primarily from the Eagle Ford, Bakken and Permian areas, and improved drilling and well performance more than offset normal field decline. However, unfavorable weather conditions and unplanned downtime partially offset the increase in production.

Gulf of Mexico Exploration

In the first quarter of 2013, we confirmed a significant oil discovery from the Shenandoah appraisal well in the deepwater Gulf of Mexico. We hold a 30 percent working interest in Shenandoah. Additionally, we announced a deepwater discovery from the Coronado wildcat exploration well, which will require further appraisal. We hold a 35 percent working interest in Coronado.

Asset Dispositions

In April 2013, we sold certain properties located in southwest Louisiana, which generated proceeds of $95 million in the second quarter of 2013.

Colombia

In the first quarter of 2013, we entered into a farm-in agreement with Canacol Energy Ltd. to acquire a 70 percent working interest in the Santa Isabel Block located in Colombia. We expect to drill our first exploration well in Colombia’s La Luna Shale in the second quarter of 2013.

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Canada

	Three Months Ended
	March 31
	2013		2012
Income (Loss) From Continuing Operations (millions of dollars)	$	133		(549)
Average Net Production
Crude oil (MBD)		14		13
Natural gas liquids (MBD)		26		25
Bitumen (MBD)
Consolidated operations		13		11
Equity affiliates		96		73
Total bitumen		109		84
Natural gas (MMCFD)		806		863
Total Production (MBOED)		283		266
Average Sales Prices
Crude oil (dollars per barrel)	$	72.85		83.85
Natural gas liquids (dollars per barrel)		50.15		54.13
Bitumen (dollars per barrel)
Consolidated operations		36.78		64.95
Equity affiliates		39.52		60.04
Total bitumen		39.23		60.66
Natural gas (dollars per thousand cubic feet)		2.89		1.98

Our Canadian operations comprise mainly natural gas fields in western Canada and oil sands projects in the Athabasca Region of northeastern Alberta. As of March 31, 2013, Canada contributed 17 percent of our worldwide liquids production and 20 percent of our natural gas production.

Canada operations reported earnings of $133 million in the first quarter of 2013, compared with a loss of $549 million in the corresponding period of 2012. First quarter 2012 earnings were impacted by a $520 million after-tax impairment of the Mackenzie Gas Project and associated undeveloped leaseholds. First quarter 2013 earnings benefitted from the recognition of additional income of $224 million related to the favorable tax resolution associated with the sale of certain western Canada properties in a prior year. Lower bitumen prices were nearly offset by higher bitumen volumes and higher natural gas prices.

Average production increased 6 percent in the first quarter of 2013, while average liquids production increased 22 percent over the same period. The ramp-up of production from Christina Lake Phases C and D in FCCL and improved drilling and well performance from western Canada more than offset normal field decline. In addition, lower natural gas curtailments and lower royalty impacts, as a result of lower prices, contributed to the increase in production.

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Europe

	Three Months Ended
	March 31
	2013		2012
Income From Continuing Operations (millions of dollars)	$	431		389
Average Net Production
Crude oil (MBD)		124		156
Natural gas liquids (MBD)		6		10
Natural gas (MMCFD)		461		632
Total Production (MBOED)		207		271
Average Sales Prices
Crude oil (dollars per barrel)	$	114.11		121.25
Natural gas liquids (dollars per barrel)		60.10		59.29
Natural gas (dollars per thousand cubic feet)		10.81		9.98

The Europe segment consists of operations principally located in Norway and the United Kingdom, as well as exploration activities in Poland and Greenland. As of March 31, 2013, our Europe operations contributed 15 percent of our worldwide liquids production and 12 percent of our natural gas production.

Europe operations reported earnings of $431 million in the first quarter of 2013, an increase of 11 percent compared with the corresponding period of 2012. Earnings in the first quarter of 2013 mainly benefitted from the $83 million after-tax gain on disposition of our interest in the Interconnector Pipeline and foreign currency transaction gains, compared to foreign currency transaction losses in the first quarter of 2012, partly offset by lower crude oil and natural gas volumes.

Average production decreased 24 percent in the first quarter of 2013, mostly due to normal field decline, asset dispositions and higher unplanned downtime, mostly in the East Irish Sea, partly offset by improved drilling and well performance in Norway.

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Asia Pacific and Middle East

	Three Months Ended
	March 31
	2013		2012
Income From Continuing Operations (millions of dollars)	$	932		1,754
Average Net Production
Crude oil (MBD)
Consolidated operations		86		61
Equity affiliates		15		16
Total crude oil		101		77
Natural gas liquids (MBD)
Consolidated operations		14		18
Equity affiliates		8		8
Total natural gas liquids		22		26
Natural gas (MMCFD)
Consolidated operations		684		697
Equity affiliates		483		505
Total natural gas		1,167		1,202
Total Production (MBOED)		318		303
Average Sales Prices
Crude oil (dollars per barrel)
Consolidated operations	$	109.35		117.66
Equity affiliates		107.80		116.37
Total crude oil		109.12		117.38
Natural gas liquids (dollars per barrel)
Consolidated operations		77.59		89.56
Equity affiliates		77.32		88.24
Total natural gas liquids		77.50		89.18
Natural gas (dollars per thousand cubic feet)
Consolidated operations		10.71		10.40
Equity affiliates		9.36		8.62
Total natural gas		10.03		9.65

The Asia Pacific and Middle East segment has producing operations in China, Indonesia, Malaysia, Australia, the Timor Sea and Qatar, as well as exploration activities in Bangladesh and Brunei. As of March 31, 2013, Asia Pacific and Middle East contributed 14 percent of our worldwide liquids production and 29 percent of our natural gas production.

Asia Pacific and Middle East operations reported earnings of $932 million in the first quarter of 2013, a 47 percent decrease compared with the same period in 2012. The decrease was mainly due to the absence of a $937 million after-tax gain on sale of our Vietnam business in the corresponding period of 2012, partly offset by higher crude oil volumes, mainly from China. Lower crude oil prices and higher DD&A also contributed to the decrease in first quarter 2013 earnings.

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Production averaged 318 MBOED in the first quarter of 2013, an increase of 5 percent compared with the first quarter of 2012. The increase was largely due to the resumption of normal production operations in Bohai Bay, China, new production from Panyu in the South China Sea and the ramp-up of production in Malaysia. These increases were partly offset by the disposition of our Vietnam business in the first quarter of 2012, normal field decline and the impact of higher production on production sharing contracts in China.

PetroChina Agreements

In the first quarter of 2013, we entered into a set of agreements with PetroChina Company Ltd., whereby PetroChina will acquire a 20 percent working interest in the Poseidon offshore discovery in the Browse Basin and a 29 percent working interest in the Goldwyer Shale in the onshore Canning Basin. We also agreed to establish a Joint Study Agreement with PetroChina to identify unconventional resource opportunities in the Sichuan Basin in China. The agreements are subject to customary government and partner approvals.

Other International

	Three Months Ended
	March 31
	2013		2012
Income From Continuing Operations (millions of dollars)*	$	14		21
Average Net Production*
Crude oil (MBD)
Consolidated operations		44		35
Equity affiliates		5		18
Total crude oil		49		53
Natural gas (MMCFD)		31		3
Total Production (MBOED)		54		54
Average Sales Prices*
Crude oil (dollars per barrel)
Consolidated operations	$	112.18		121.68
Equity affiliates		75.22		107.34
Total crude oil		108.15		115.21
Natural gas (dollars per thousand cubic feet)		4.86		0.09

*Prior periods have been restated to exclude discontinued operations.

The Other International segment includes producing operations in Libya and Russia, as well as exploration activities in Angola and onshore Azerbaijan. As of March 31, 2013, Other International contributed 5 percent of our worldwide liquids production and 1 percent of our natural gas production.

Other International operations reported earnings of $14 million in the first quarter of 2013, a 33 percent decrease compared with the same period in 2012. The decrease was primarily the result of lower gains from foreign currency transactions and lower equity earnings, mainly as a result of the disposition of our interest in Naryanmarneftegaz (NMNG) in Russia in 2012. These decreases were partially offset by higher crude oil volumes from Libya and lower exploration expenses.

Average production remained flat in the first quarter of 2013, compared with the first quarter of 2012. Increased production from Libya in the first quarter of 2013, compared with the ramp-up of production in the first quarter of 2012 following their period of civil unrest, and higher natural gas production was offset by lower production due to the disposition of our interest in NMNG in 2012.

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Asset Dispositions

We plan to sell our 8.4 percent interest in Kashagan and our Algerian and Nigerian businesses. The transactions are expected to close in 2013, subject to customary governmental approvals. Results of operations related to Kashagan, Nigeria and Algeria have been classified as discontinued operations in all periods presented in this Form 10-Q.

Corporate and Other

	Millions of Dollars
	Three Months Ended March 31
	2013		2012
Income (Loss) From Continuing Operations
Net interest	$	(108)		(161)
Corporate general and administrative expenses		(27)		(74)
Technology		(8)		(18)
Separation costs		-		(33)
Other		(19)		(25)
	$	(162)		(311)

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 decreased 33 percent in the first quarter of 2013, mainly as a result of lower interest expense due to lower average debt levels and higher capitalized interest on projects.

Corporate general and administrative expenses decreased 64 percent in the first quarter of 2013, mostly due to lower costs related to compensation and benefit plans and lower corporate contributions.

Technology includes our investment in new technologies or businesses, as well as licensing revenues received. Activities are focused on heavy oil and oil sands, unconventional reservoirs, subsurface technology, liquefied natural gas, arctic and deepwater, as well as sustainability technology.

Separation costs consist of expenses related to the separation of our Downstream business into a stand-alone, publicly traded company, Phillips 66.

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.

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CAPITAL RESOURCES AND LIQUIDITY

Financial Indicators

	Millions of Dollars
	March 31 2013			December 31 2012
Short-term debt	$	1,351			955
Total debt		21,670			21,725
Total equity		49,240			48,427
Percent of total debt to capital*		31	%		31
Percent of floating-rate debt to total debt**		8	%		9

  *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 three months of 2013, we received $1,134 million in proceeds from asset sales. We used the remaining $748 million of our restricted cash balance, received in connection with the separation of Phillips 66, solely to pay dividends. During the first three months of 2013, the primary uses of our available cash were $3,391 million to support our ongoing capital expenditures and investments program and $815 million to pay dividends. During the first three months of 2013, cash and cash equivalents increased by $1,804 million to $5,422 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 $4,608 million for the first three months of 2013, compared with $4,070 million for the corresponding period of 2012, a 13 percent increase. The increase was primarily due to a working capital benefit associated with the timing of certain tax payments and the tax impacts of dispositions.

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.

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Asset Sales

Proceeds from asset sales during the first three months of 2013 were $1,134 million, primarily from the sale of the majority of our properties in the Cedar Creek Anticline. This compares with proceeds of $1,102 million in the first three months of 2012, primarily from the sale of our Vietnam business. We have announced additional asset sales of $8.5 billion which are expected to close in 2013. We continue to evaluate opportunities to further optimize the portfolio.

Commercial Paper and Credit Facilities

At March 31, 2013, 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 QG3. At both March 31, 2013 and December 31, 2012, we had no direct borrowings or letters of credit issued under the revolving credit facilities. In addition, under the ConocoPhillips Qatar Funding Ltd. commercial paper programs, $1,008 million of commercial paper was outstanding at March 31, 2013, compared with $1,055 million at December 31, 2012. Since we had $1,008 million of commercial paper outstanding and had issued no letters of credit, we had access to $6.5 billion in borrowing capacity under our revolving credit facilities at March 31, 2013.

Certain of our project-related contracts and derivative instruments contain provisions requiring us to post collateral. Although cash is the primary form of collateral, many of these contracts and instruments permit us to post letters of credit. At March 31, 2013 and December 31, 2012, we had direct bank letters of credit of $782 million and $852 million, respectively, which secured performance obligations related to various purchase commitments incident to the ordinary conduct of business.

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 13—Guarantees, in the Notes to Consolidated Financial Statements, which is incorporated herein by reference.

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Capital Requirements

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

Our debt balance at March 31, 2013 and December 31, 2012, was $21.7 billion. In April 2013, we repaid bonds at maturity totaling $850 million.

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 $782 million was short-term and was included in the “Accounts payable—related parties” line on our March 31, 2013 consolidated balance sheet. The principal portion of these payments, which totaled $189 million in the first three months of 2013, 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 February 2013, we announced a dividend of 66 cents per share. The dividend was paid March 1, 2013, to stockholders of record at the close of business on February 19, 2013.

Capital Spending

Capital Program

	Millions of Dollars
	Three Months Ended March 31
	2013              2012
Alaska	$	262	186
Lower 48 and Latin America		1,280	1,267
Canada		675	629
Europe		791	622
Asia Pacific and Middle East		337	699
Other International		19	354
Corporate and Other		27	61
Capital expenditures and investments from continuing operations	$	3,391	3,818
Discontinued operations in Kashagan, Nigeria and Algeria	$	189	220
Joint venture acquisition obligation (principal)—Canada		189	180
Capital Program	$	3,769	4,218

During the first three months of 2013, capital expenditures and investments from continuing operations supported key exploration and development programs, primarily:

— Oil and natural gas exploration and development activities in the Lower 48, including the Eagle Ford, Bakken and Niobrara 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.

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

— In Europe, development activities in the Greater Ekofisk, Jasmine and Clair Ridge areas and appraisal activities in the Greater Clair Area.

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Contingencies

A number of lawsuits involving a variety of claims arising in the ordinary course of business have been made against ConocoPhillips. 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. With respect to 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. For information on other contingencies, see Note 14—Contingencies and Commitments, in the Notes to Consolidated Financial Statements.

Legal Matters

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.

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 58–60 of our 2012 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, 2012, we reported we had been notified of potential liability under CERCLA and comparable state laws at 11 sites around the United States. During the quarter ended March 31, 2013, we were notified of 1 new site, increasing the number of unresolved sites with potential liability to 12 sites.

At March 31, 2013, our balance sheet included a total environmental accrual of $350 million, compared with $364 million at December 31, 2012. We expect to incur a substantial amount of these expenditures within the next 30 years.

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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 60–62 of our 2012 Annual Report on Form 10-K.

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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 developments 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 exploration and production facilities.

— 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, 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 development.

— 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 development, construction or modification of facilities and general corporate purposes.

— The operation and financing of our joint ventures.

— The factors generally described in Item 1A—Risk Factors in our 2012 Annual Report on Form 10-K.

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Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Information about market risks for the three months ended March 31, 2013, does not differ materially from that discussed under Item 7A in our 2012 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 March 31, 2013, 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 March 31, 2013.

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.

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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 first quarter of 2013 and any material developments with respect to matters previously reported in ConocoPhillips’ 2012 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.

Matters Previously Reported—ConocoPhillips

The New Mexico Environment Department has issued four Notices of Violation (NOVs) to ConocoPhillips alleging a total of 20 individual violations for failure to comply with air emission recordkeeping, reporting and testing requirements at various natural gas compression operations in northwestern New Mexico. These violations are alleged to have occurred between 2006 and 2012. The agency is seeking a penalty of over $100,000. We have resolved two of the NOVs and are working with the agency to resolve the remaining two matters.

Matters Previously Reported—Phillips 66

On November 28, 2011, the Phillips 66 Borger Refinery received a Notice of Enforcement from the Texas Commission on Environmental Quality for alleged emissions events that occurred during inclement weather in January and February 2011. This matter was concluded with no impact to ConocoPhillips.

Item 1A. RISK FACTORS

There have been no material changes from the risk factors disclosed in Item 1A of our 2012 Annual Report on Form 10-K.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities

None.

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Item 6. EXHIBITS

10.1*	Offer letter from ConocoPhillips to Matthew J. Fox, dated November 18, 2011.
10.2*	Form of Make-up Grant Award Agreement under the 2011 Omnibus Stock and Performance Incentive Plan of ConocoPhillips.
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.

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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)

April 30, 2013

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EX-10.1

Exhibit 10.1

  Carin S. Knickel Vice President Human Resources   600 North Dairy Ashford Houston, TX 77079-1175 www.conocophillips.com

November 18, 2011

Mr. Matthew J. Fox

Dear Matt,

I am pleased to inform you of the terms of your employment offer that was approved by the Human Resources and Compensation Committee of the Board of Directors and our senior management. Your appointment as an officer of ConocoPhillips will require approval of the Board itself. The details of the offer are as follows:

From January 1, 2012, until the effective date of the repositioning of ConocoPhillips into two pure-play organizations:

Job Title:	Assistant to the CEO Designate
Salary:	$47,416/month
Location:	Houston
Upon the repositioning:
Job Title:	Executive Vice President
Salary:	$78,916/month
Location:	Houston

Salary and Incentive Award

Subsequent changes to your salary will be based on your performance and our compensation policy.

In addition to your base salary, you will be eligible to participate in the Variable Compensation Incentive Program (VCIP). This is an annual program, which if approved, could result in you receiving an award. The Human Resources and Compensation Committee generally approves the awards after the completion of the plan year. Individual awards are based upon company, unit, and/or individual performance. The awards can range from 0% to 250% of the target. Your target award while serving as Assistant to the CEO Designate will be 80% of your eligible earnings paid during the year, and your target award while serving as Executive Vice President will be 94% of your eligible earnings paid during the year.

Executive Programs

In addition to your base salary and VCIP, starting January 1, 2012, you will be eligible to participate in the following executive level compensation programs:

Stock Option Program: This is an annual program, which if approved, could result in you receiving an award. The Human Resources and Compensation Committee generally approves the awards annually in February. While serving as Assistant to the CEO Designate, your target award base is 140% of your starting salary. While serving as Executive Vice President, your target award base is expected to be 175% of your year-end base salary.

Exhibit 10.1

Performance Shares: This is a program where target awards are contingent shares of ConocoPhillips stock that are earned based on the Company’s performance over a three-year period, and approved awards will be paid out in restricted stock units, also known as performance share units. Awards may be adjusted further at the end of each period based on individual performance. While serving as Assistant to the CEO Designate, your target award for the next performance period, subject to the program rules, will be 140% of your starting salary. While serving as Executive Vice President, your target award for the next performance period, subject to program rules, will be 175% of your year-end base salary. You will receive pro-rata targets for Performance Periods VIII and IX, which run from 2010 – 2012 and 2011 – 2013, respectively.

Executive Severance Plan and Key Employee Change in Control Severance Plan: These plans provide severance benefits in the event of a company-initiated termination. In addition to cash payments and benefits continuation, eligible executives get favored “layoff” treatment with regard to outstanding equity awards.

Employee Benefits

You will be eligible to participate in the various ConocoPhillips employee benefit plans. A summary printout of the benefits package is enclosed for your review. In addition to eligibility in the employee benefits plans, I confirm the following additional benefits:

Executive Life Insurance: The company provides at no cost to you group term life insurance coverage equal to one times annual salary as basic life insurance protection. Also as an executive, we will provide you at no cost to you an additional one times your annual salary in further coverage. Under the company’s life insurance arrangements, you may also purchase up to an additional eight times your annual salary.

Vacation: With regard to vacation benefit, we confirm we will recognize your prior employer’s service and prior service with ConocoPhillips and you will be eligible for five (5) weeks (25 days) of vacation. Upon completion of 30 years total service you will be eligible for six (6) weeks (30 days) of vacation.

Make Up Grants

We recognize that you will be forfeiting certain items of compensation and benefits in order to become an employee of ConocoPhillips. Consequentially, we will also provide the following:

Cash: Upon completion of your first day at ConocoPhillips, you will receive a payment of $1,600,000, which will be treated as a bonus under our compensation systems, although it will not be included in pensionable earnings.

Restricted Stock Units Award: You will receive an award of restricted stock units, rather than a higher cash inducement bonus than described above. The number of units will be determined by dividing $4,400,000 by the Fair Market Value of ConocoPhillips stock on the date of your employment. With regard to one-half of these units, the restrictions would lapse and the units vest at the end of four years of employment with ConocoPhillips. With regard to the balance of these units, the restrictions would lapse and the units vest at the end of five years of employment with ConocoPhillips. These units will be settled on the vesting date. Settlement and distribution of the units can be further delayed if that is desired for tax planning purposes. The terms and conditions of the restricted stock units would be substantially as set forth in the attachment to this letter.

Relocation

You will have the option to relocate, and you will be reimbursed in the manner described under the ConocoPhillips Domestic Relocation Policy as if you were a current domestic ConocoPhillips employee. Please note that, as an experienced new hire, the loss on sale protection provision of the policy does not apply to you with regard to your relocation from your present residence. After reviewing the enclosed Relocation Policy and once you have accepted our offer, please contact the ConocoPhillips Relocation

Exhibit 10.1

Center at 1-800-267-7573 to begin your relocation process. Also, please note that the ConocoPhillips Relocation Center must be contacted prior to initiating any action in regard to Home Sale and House Hunting/Home Purchase and Structural/Mechanical Inspections.

Requirements for Employment

Our offer is contingent upon your successful completion of certain Pre-Placement Requirements, Export Control Compliance, and Employment Eligibility Verification. Failure to successfully complete or meet these requirements in the necessary timeframes may prevent you from being placed in or continuing to remain in your position.

Pre-Placement Requirements: You have already successfully completed the required Pre-Placement Medical Questionnaire, the Export Compliance Pre-Verification Form, and the Standard Drug Test for prohibited substances. After you have accepted our offer, you will receive several emails addressing other specific pre-placement requirements, including a Background Check. As mentioned above, this offer is contingent upon your successful completion of the pre-placement requirements. Please notify me if you have not received the above-mentioned emails within three days of offer acceptance.

Export Control Compliance: Upon reporting to work, you will be requested to present citizenship verification documents to confirm export control compliance. The documents must be original documents or certified copies specifying all valid citizenships. Should an export license be required, your employment will be conditioned upon issuance of such license. Please refer to the enclosed Export Control Compliance FAQ’s to answer any questions you may have about this requirement.

Employment Eligibility Verification: Under the provisions of the Immigration Reform and Control Act of 1986, your employer is required to have verification indicating you are authorized to work in the United States. You will be required to provide employment eligibility verification documents within three working days after the start of employment. More information about Employment Eligibility Verification is enclosed.

If you have any further questions about the contents of this offer, please contact me at 281-293-3250. I’m looking forward to working with you.

Sincerely,

/s/ Carin Knickel

Enclosures

Please sign below acknowledging your acceptance of the terms of employment with ConocoPhillips.

/s/ Matt Fox

November 18, 2011

EX-10.2

Exhibit 10.2

JANUARY 1, 2012

MAKE UP GRANT

TERMS AND CONDITIONS

These Make Up Grant Terms and Conditions describe terms and conditions of Restricted Stock Unit Awards granted under the 2011 Omnibus Stock and Performance Incentive Plan of ConocoPhillips (referred to as the Plan) by ConocoPhillips (Company) to [name] (Employee). These Terms and Conditions, together with the Award Summary given to Employee, form the Award Agreement (the Agreement) relating to the Award described.

1. Type and Size of Grant. Subject to the Plans and this Agreement, the Company grants to Employee Restricted Stock Units. The number of units will be as set forth in the Award Summary given to Employee. The Award Summary for Employee is made a part of this Agreement.

2. Grant Date, Price, and Plan. The Grant Date is [date] and the Grant Price is $[price]. Awards are made under the 2011 Omnibus Stock and Performance Incentive Plan.

3. Vesting, Restrictions, Forfeiture, and Lapse of Restrictions. The Restricted Stock Units subject hereto may be canceled or forfeited as set forth herein. Except as otherwise noted in this Agreement, the following summary table describes restrictions and terms, forfeiture, and lapse of restrictions, subject to the more detailed provisions set forth below:

Summary Table

Summary of Termination Rules
Status	Termination Date	Forfeiture or Lapsing of Restrictions
Layoff	Any date after grant date	Restrictions lapse on Termination date
Disability	Any date after grant date	Restrictions lapse on Termination date
Death	Any date after grant date	Restrictions lapse on Termination date
Divestitures, outsourcing, and       moves to joint ventures	Any date after grant date	Canceled upon Termination, unless approval otherwise
All other Terminations	To the extent vested	Restrictions lapse on vesting date, unless elected to delay lapsing
	To the extent not vested	Canceled upon Termination

(a) Vesting. The Restricted Stock Units granted under this Agreement shall vest as set forth in the Award Summary. All vesting shall be in whole shares, and fractions shall be rounded down to nearest whole share. In the final installment, the remaining shares (including fractions from rounding of earlier installments) shall vest.

Page 1 of 11

Exhibit 10.2

(b) Restrictions and Terms.

(i) The Award shall be held in escrow by the Company until the lapsing of restrictions placed upon the Award. The Employee shall not have the right to sell, transfer, assign, or otherwise dispose of Restricted Stock Units granted in the Award until the escrow is terminated. Except as set forth below, the Award shall be forfeited and the related Restricted Stock Units canceled upon the Employee’s Termination of Employment with the Company prior to vesting in accordance with paragraph (a) above. Restrictions shall lapse on the Restricted Stock Units as they become vested in accordance with paragraph (a) above, except to the extent that the Employee has elected to delay lapsing of the restrictions by filing with the Administrator in a timely manner on a properly completed form an election to so do. Restrictions shall lapse on the Restricted Stock Units granted in the Award on the day following the Employee’s Termination of Employment with the Company, if the Award has not been canceled prior to that day. Upon the lapsing of restrictions, the number of shares of unrestricted Stock equal to the number of shares of Restricted Stock Units for which the restrictions have so lapsed shall be registered in the Employee’s name, and the related shares of Restricted Stock Units shall be canceled; provided, however, that in places where it is determined by the Administrator that payout in the form of unrestricted Stock is prohibited by law, regulation, or decree, or where the cost of legal compliance to issue the unrestricted Stock would be unreasonably expensive, the Fair Market Value of such unrestricted Stock shall be paid in cash instead of settlement of the Award in unrestricted Stock. Cash payouts are only permitted where such legal restrictions exist. Settlement of the Award in unrestricted Stock or cash payout, if any, shall be made when the restrictions lapse, but in any event, shall be made no later than March 15 of the year following the year in which such restrictions lapse.

(ii) Restricted Stock Units do not have any voting rights or other rights generally associated with Stock, and are merely an obligation of the Company to make settlement in accordance with the terms and conditions applicable to such Restricted Stock Units. Restricted Stock Units shall accrue a dividend equivalent at such times as an ordinary quarterly cash dividend is paid on the Stock of the Company, which dividend equivalent shall be paid in cash to the Employee to whom the Award was made. Payment of a dividend equivalent, if any, shall be made on the first day of the third month of each calendar quarter (or, if the New York Stock Exchange is not open on such day, the first day that the New York Stock Exchange is open thereafter), but in any event, shall be made no later than March 15 of the year following the year in which the dividend related to the dividend equivalent is paid.

(c) Termination of Employment.

(i) General Rule for Termination. If, prior to the date on which in accordance with the schedule set forth in the Award, the Employee’s employment with a Participating Company shall be terminated for any reason except death, Disability, or Layoff, any Restricted Stock Units remaining in escrow pursuant to such Award shall be canceled and all rights thereunder shall cease; provided that the Authorized Party may, in its or his sole discretion, determine that all or any portion of an Award shall not be canceled due to Termination of Employment.

(ii) Layoff. If, after the date the Award is granted, the Employee’s employment with a Participating Company shall be terminated by reason of Layoff, the Employee shall retain all rights provided by the Award at the time of such Termination of Employment. In such case, the restrictions on the Award shall lapse on the date of Termination of the Employee from the employ of the Company and its subsidiaries, and settlement shall be made in accordance with the settlement provisions above.

(iii) Disability. If, after the date the Award is granted, the Employee shall terminate employment following Disability of the Employee, the Employee shall retain all rights provided by the Award at the time of such Termination of Employment. In such case, the restrictions on the Award shall lapse on the date of Termination of Employment from the employ of the Company and its subsidiaries, and settlement shall be made in accordance with the settlement provisions above.

Page 2 of 11

Exhibit 10.2

(iv) Death. If, after the date an Award is granted, the Employee shall die while in the employ of a Participating Company, or after Termination of Employment by reason of Retirement, Disability, or Layoff (and prior to the cancellation of the Award), the executor or administrator of the estate of the Employee or the person or persons to whom the Award shall have been validly transferred by the executor or the administrator pursuant to will or the laws of descent and distribution shall have the right to settlement of the Award to the same extent the Employee would have, had the Employee not died. In such case, the restrictions on the Award shall lapse upon the determination of death by the Administrator, and settlement shall be made in accordance with the settlement provisions above. No transfer of an Award, or of the unrestricted Stock or other proceeds of an Award, by the Employee by will or by the laws of descent and distribution shall be effective to bind the Company unless the Administrator shall have been furnished with written notice thereof and a copy of the will and such other evidence as the Administrator may deem necessary to establish the validity of the transfer and the acceptance by the transferee or transferees of the terms and conditions of such Award.

(v) Transfers and Leaves. Transfer of employment between Participating Companies shall not constitute Termination of Employment for the purpose of any Award granted under the Program. Whether any leave of absence shall constitute Termination of Employment for the purposes of any Award granted under the Program shall be determined by the Administrator, in each case in accordance with applicable law and by application of the policies and procedures adopted by the Company in relation to such leave of absence.

(vi) Divestiture, Outsourcing, or Move to Joint Venture. If, after the date the Award is granted, the Employee ceases to be employed by Participating Company as a result of (a) the outsourcing of a function, (b) the sale or transfer of all or a portion of the equity interest of such Participating Company (removing it from the controlled group of companies of which the Company is a part), (c) the sale of all or substantially all of the assets of such Participating Company to another employer outside of the controlled group of corporations (whether the Employee is offered employment or accepts employment with the other employer), (d) the Termination of the Employee by a Participating Company followed by employment within a reasonable time with a company or other entity in which the Company owns, directly or indirectly, at least a 50% interest, prior to exercise of an Award, or (e) any other sale of assets determined by the Authorized Party to be considered a divestiture under this program, the Authorized Party may, in its or his sole discretion, determine that all or a portion of any such Award shall not be canceled. In such cases, the restrictions on the Award shall lapse on the date of Termination of the Employee from the employ of the Company and its subsidiaries, and settlement shall be made in accordance with the settlement provisions above.

(vii) Change of Control. In the event of a Change of Control, as defined hereafter, unless explicitly provided otherwise in the applicable Award Agreement, all restrictions and other limitations applicable to any Restricted Stock or Restricted Stock Units granted in any Award shall lapse. With regard to such Restricted Stock, it shall become free of all restrictions and become fully vested and transferable to the full extent of the original grant. With regard to such Restricted Stock Units, the Employee shall be vested in the Restricted Stock Units and the Restricted Stock Units shall be non-forfeitable upon the Change of Control. Settlement in unrestricted Stock or cash shall be made at the same times and upon the same events as it would otherwise have been made in accordance with the settlement provisions above.

(viii) Notwithstanding anything herein to the contrary, in the event that this Award or the dividend equivalents associated with this Award are includible in income pursuant to section 409A of the Internal Revenue Code, settlement of the Award or any other distribution hereunder due to Separation from Service with the Company and its

Page 3 of 11

Exhibit 10.2

subsidiaries shall not be made to a “specified employee” (as that term is defined in section 409A(a)(2)(B)(i)) prior to six months after the specified employee’s Separation from Service from the Company and its subsidiaries (or, if earlier, the date of death of the specified employee).

Page 4 of 11

Exhibit 10.2

(d) Detrimental Activities, Suspension of Award, and Required Recoupment.

(i) If the Authorized Party determines that, subsequent to the grant of any Award, the Employee has engaged or is engaging in any activity which, in the sole judgment of the Authorized Party, is or may be detrimental to the Company or a subsidiary, the Authorized Party may cancel all or part of the Restricted Stock or Restricted Stock Units held in escrow pursuant to the Award or Awards granted to that Employee.

(ii) If the Authorized Party, in its or his sole discretion, determines that the lapsing of restrictions on Restricted Stock or Restricted Stock Units held in escrow pursuant to any Award has the possibility of violating any law, regulation, or decree pertaining to the Company or Employee, the Authorized Party may freeze or suspend the Employee’s right to settlement or payout of the Award until such time as the lapse of restrictions would no longer, in the sole discretion of the Authorized Party, have the possibility of violating such law, regulation, or decree.

(iii) Notwithstanding anything herein to the contrary, this Award is subject to forfeiture or recoupment, in whole or in part, under applicable law, including the Sarbanes-Oxley Act and the Dodd-Frank Act.

4. Assignment of Award Upon Death. Rights under the Plans and this Agreement cannot be assigned or transferred other than by (i) will or (ii) the laws of descent and distribution.

5. Tax Withholding. In all cases the Employee will be responsible to pay all required withholding taxes associated with the Award. Should a withholding tax obligation arise with regard to the Award or the lapsing of restrictions on Restricted Stock Units granted in the Award, the withholding tax may be satisfied by withholding shares of Stock. The value of the shares of Stock withheld for this purpose shall not exceed the minimum withholding amount required by applicable laws and regulations. In cases where a withholding tax obligation arises prior to the lapse of restrictions on Restricted Stock Units granted in the Award, the withholding tax may be satisfied instead by payment of cash by the Employee. Payment of cash shall not be allowed unless the Employee has elected to make such payment by payroll withholding over a period of six months following the date the obligation shall arise, which election must be made within thirty days of the Grant Date of the relevant Award. If any interest is required under local laws, regulations, or decrees to be charged on or imputed against the payroll withholding, the Employee shall be responsible for paying such interest, which shall be withheld from pay over the same six-month period. In cases where payment by payroll withholding cannot be made due to circumstances arising after the election or where the Administrator has determined that such withholding would violate any applicable law, regulation, or decree, shares of Stock shall be withheld instead. When necessary, lapsing of restrictions may be accelerated by the Authorized Party to the extent necessary to provide shares of Stock to satisfy any withholding tax obligation. This withholding tax obligation includes, but is not limited to, federal, state, and local taxes, including applicable non-U.S. taxes.

6. Shareholder Rights for Restricted Stock Units. The Employee shall not have the rights of a shareholder until the Restricted Stock Unit has been canceled and ownership of shares of Stock has been transferred to the Employee. As described above, the Company may pay dividend equivalents with regard to Restricted Stock Units in certain circumstances.

7. Certain Adjustments. In the event certain corporate transactions, recapitalizations, or stock splits occur while Restricted Stock or Restricted Stock Units are outstanding, the Grant Price and the number of shares of Restricted Stock Option Shares or Restricted Stock Units shall be correspondingly adjusted.

8. Relationship to the Plan. In addition to the terms and conditions described in this Agreement, Awards are subject to all other applicable provisions of the Plan. The decisions of the Committee with respect to questions arising as to the interpretation of the Plan or this Agreement and as to findings of fact shall be final, conclusive, and binding.

Page 5 of 11

Exhibit 10.2

9. No Employment Guarantee. No provision of this Agreement shall confer any right upon the Employee to continued employment with any Participating Company.

10. Governing Law. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Delaware.

11. Amendment. Without the consent of the Employee, this Agreement may be amended or supplemented (i) to cure any ambiguity or to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or (ii) to add to the covenants and agreements of the Company for the benefit of an Employee or to add to the rights of an Employee or to surrender any right or power reserved to or conferred upon the Company in this Agreement, provided, in each case, that such changes or corrections shall not adversely affect the rights of the Employee with respect to the grant of an Award evidenced hereby without the Employee’s consent, or (iii) to make such other changes as the Company, upon advice of counsel, determines are necessary or advisable because of the adoption or promulgation of, or change in or of the interpretation of, any law or governmental rule or regulation, including any applicable federal or state securities or tax laws.

Page 6 of 11

Exhibit 10.2

DEFINITIONS

Capitalized terms not defined below shall have the meanings set forth in the Plan.

Authorized Party means the person who is authorized to approve an Award, exercise discretion or take action under the Administrative Procedure for the Restricted Stock Program and pursuant to the Program. With regard to Senior Officers, the Committee is the Authorized Party. With regard to other Employees, the Chief Executive Officer is the Authorized Party, although the Committee may act concurrently as the Authorized Party.

Award means the Restricted Stock Units granted to the Employee pursuant to the foregoing terms, conditions, and limitations.

Change of Control has the meaning set forth in Attachment A to these Terms and Conditions.

Committee means the Compensation Committee of the Board of Directors of the Company.

Company means ConocoPhillips a Delaware corporation.

Disability means a disability for which the employee in question has been determined to be entitled to either (i) benefits under the applicable plan of long-term disability of the Company or its subsidiaries or (ii) disability benefits under the Social Security Act. In the absence of any such determination, the Authorized Party may make a determination that the employee has a Disability.

Fair Market Value means, as of a particular date, the mean between the highest and lowest sales price per share of such Stock on the consolidated transaction reporting system for the principal national securities exchange on which shares of Stock are listed on that date, or, if there shall have been no such sale so reported on that date, on the next preceding date on which such a sale was so reported, or, at the discretion of the Committee, the price prevailing on the exchange at a designated time.

Grant Price means the Fair Market Value for one share of Stock as of the date of the grant of an Award. Grant price is not adjusted for any restrictions applicable to the Award.

Layoff means an applicable Termination of Employment due to layoff under the ConocoPhillips Severance Pay Plan, the ConocoPhillips Executive Severance Plan, or the ConocoPhillips Key Employee Change in Control Severance Plan, or layoff or redundancy under any similar layoff or redundancy plan which the Company or its subsidiaries may adopt from time to time. If all or any portion of the benefits under the redundancy or layoff plan are contingent on the employee’s signing a general release of liability, such Termination shall not be considered as a “Layoff” for purposes of this Award unless the employee executes and does not revoke a general release of liability, acceptable to the Company, under the terms of such layoff or redundancy plan. In order to be considered a layoff for purposes of this Award, the Termination of Employment must also be considered a Separation from Service.

Participating Company includes ConocoPhillips and its 100% owned subsidiaries, including both those directly owned and those owned through subsidiaries, whose participation has been approved by the Authorized Party.

Restricted Stock Unit means a unit equal to one share of Stock (as determined by the Authorized Party) that is subject to forfeiture provisions or that has certain restrictions attached to the ownership thereof.

Senior Officer means the Chairman of the Board, the CEO, all other executive officers of the Company (determined in accordance with the Company’s custom and practice pursuant to section 16(b) of the Securities Exchange Act of 1934, as amended), all other employees of the Company who report directly to the CEO and whose salary grade is 23 or higher, and all other employees of the Company whose salary grade is 26 or higher.

Page 7 of 11

Exhibit 10.2

Separation from Service means “separation from service” as that term is used in section 409A of the Internal Revenue Code.

Stock means shares of common stock of the Company, par value $.01. Stock may also be referred to as “Common Stock.”

Termination and Termination of Employment each mean cessation of employment with the Participating Companies, determined in accordance with the policies and practices of the Participating Company for whom the Employee was last performing services.

Page 8 of 11

Exhibit 10.2

Attachment A

Change of Control

The following definitions apply to the Change of Control provision in Paragraph 10 of the Plan.

Affiliate shall have the meaning ascribed to such term in Rule 12b-2 of the General Rules and Regulations under the Exchange Act, as in effect at the time of determination.

Associate shall mean, 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.

Beneficial Owner shall mean, 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 at the time of determination) such securities or otherwise has the right to vote or dispose of such securities;

(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 shareholder list, to call a shareholder 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 shall have meanings that are correlative to this definition of the term Beneficial Owner.

Board shall have the meaning set forth in the foregoing Plan.

Page 9 of 11

Exhibit 10.2

Change of Control shall mean any of the following occurring on or after May 11, 2011:

(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 May 11, 2011, 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 May 11, 2011 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, or common equity securities of an entity other than a corporation, resulting from such reorganization, merger, or consolidation and the combined voting power of the then outstanding Voting Stock of such corporation or other entity 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, or common equity securities of an entity other than a corporation, resulting from such reorganization, merger, or consolidation or the combined voting power of the then outstanding Voting Stock of such corporation or other entity, and (iii) at least a majority of the members of the board of directors of the corporation, or the body which is most analogous to the board of directors of a corporation if not a 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

(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 or other entity, 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, or common equity securities of an entity other than a corporation, and the combined voting power of the Voting Stock of such corporation or other entity 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

Page 10 of 11

Exhibit 10.2

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, or common equity securities of an entity other than a corporation, and the combined voting power of the then outstanding Voting Stock of such corporation or other entity, and (C) at least a majority of the members of the board of directors of such corporation, or the body which is most analogous to the board of directors of a corporation if not a 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.

Common Stock shall have the meaning set forth in the foregoing Plan.

Company shall have the meaning set forth in the foregoing Plan.

Election Contest shall mean a solicitation of proxies of the kind described in Rule 14a-12(c) under the Exchange Act.

Exchange Act shall mean the Securities Exchange Act of 1934, as amended.

Exempt Person shall mean any of the Company, any subsidiary of the Company, any employee benefit plan of the Company or any subsidiary of the Company, and any Person organized, appointed, or established by the Company for or pursuant to the terms of any such plan.

Exempt Rights shall mean 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 May 11, 2011, or are thereafter issued by the Company as a dividend on shares of Common Stock or other Voting Securities or otherwise.

Exempt Transaction shall mean 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.

Person shall mean any individual, firm, corporation, partnership, association, trust, unincorporated organization or other entity.

Voting Stock shall mean, 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).

Page 11 of 11

EX-12

Exhibit 12

CONOCOPHILLIPS AND CONSOLIDATED SUBSIDIARIES

TOTAL ENTERPRISE

Computation of Ratio of Earnings to Fixed Charges

	Millions of Dollars
	Three Months Ended March 31
	2013		2012
Earnings Available for Fixed Charges
Income from continuing operations before income taxes and noncontrolling interests that have not incurred fixed charges	$	3,774		4,249
Distributions less than equity in earnings of affiliates		(29)		(77)
Fixed charges, excluding capitalized interest*		181		311
	$	3,926		4,483
Fixed Charges
Interest and debt expense, excluding capitalized interest	$	130		209
Capitalized interest		179		146
Interest portion of rental expense		17		13
	$	326		368
Ratio of Earnings to Fixed Charges		12.0		12.2

* Includes amortization of capitalized interest totaling approximately $34 million in 2013 and $89 million in 2012.

EX-31.1

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;

4. 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.

April 30, 2013

/s/ Ryan M. Lance

Ryan M. Lance

Chairman and

Chief Executive Officer

EX-31.2

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;

4. 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.

April 30, 2013

/s/ Jeff W. Sheets

Jeff W. Sheets

Executive Vice President, Finance and

Chief Financial Officer

EX-32

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 April 30, 2013, 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.

April 30, 2013

/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

XML

Employee Benefit Plans (Tables)

3 Months Ended

Mar. 31, 2013

Employee Benefit Plans [Abstract]

Pension and Postretirement Plans

Note 19—Employee Benefit Plans
Pension and Postretirement Plans
	Millions of Dollars
	Pension Benefits					Other Benefits
Three Months Ended	March 31					March 31
	2013			2012		2013	2012
	U.S.		Int’l.	U.S.	Int’l.
Components of Net Periodic Benefit Cost
Service cost	$	35	26	58	28	1	2
Interest cost		36	37	63	43	6	10
Expected return on plan assets		(47)	(41)	(74)	(43)	-	-
Amortization of prior service cost (credit)		1	(2)	2	(2)	(1)	(1)
Recognized net actuarial loss (gain)		38	19	59	18	1	(1)
Net periodic benefit cost	$	63	39	108	44	7	10

XML

Noncontrolling Interests (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013		Mar. 31, 2012
Activity for equity attributable to noncontrolling interests
Beginning Balance	$ 48,427		$ 65,749
Net Income	2,153		2,955
Dividends paid	(815)		(843)
Repurchase of company common stock			(1,899)
Distributions to noncontrolling interests	(17)		(19)
Other	(508)	[1]	1,115	[1]
Ending Balance	49,240		67,058
Common Stockholders' Equity [Member]
Activity for equity attributable to noncontrolling interests
Beginning Balance	47,987		65,239
Net Income	2,139		2,937
Dividends paid	(815)		(843)
Repurchase of company common stock			(1,899)
Other	(508)	[1]	1,115	[1]
Ending Balance	48,803		66,549
Noncontrolling Interest [Member]
Activity for equity attributable to noncontrolling interests
Beginning Balance	440		510
Net Income	14		18
Distributions to noncontrolling interests	(17)		(19)
Ending Balance	$ 437		$ 509

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

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Investments, Loans and Long-Term Receivables (Details) (USD $)	Mar. 31, 2013	Dec. 31, 2012
Equity method investments
Project finance facility	$ 7,500,000,000
Cumulative foreign currency translation adjustment	4,868,000,000	5,512,000,000
Australia Pacific LNG [Member]
Equity method investments
Book value of investment	10,402,000,000
Project finance facility	8,500,000,000
Cumulative foreign currency translation adjustment	2,595,000,000
Australia Pacific LNG [Member] | Export-Import Bank of the US [Member]
Equity method investments
Project finance facility	2,900,000,000
Australia Pacific LNG [Member] | Export-Import Bank of China [Member]
Equity method investments
Project finance facility	2,700,000,000
Australia Pacific LNG [Member] | Australian and International Commercial Bank Syndicate [Member]
Equity method investments
Project finance facility	2,900,000,000
Qatar Liquefied Gas Company Limited (3) (QG3) [Member]
Equity method investments
Loan balance with affiliated company	1,050,000,000
Freeport LNG [Member]
Equity method investments
Loan balance with affiliated company	$ 551,000,000	$ 565,000,000

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Accumulated Other Comprehensive Income (Details Textual) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Accumulated Other Comprehensive Income Textuals [Abstract]
Other comprehensive income related to defined benefit plans	$ (35)	$ (51)
Income taxes on defined benefit plans	$ (22)	$ (29)

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Guarantees (Details) (USD $)			3 Months Ended			3 Months Ended
	Mar. 31, 2013	Dec. 31, 2012	Mar. 31, 2013 Australia Pacific APLNG [Member]	Mar. 31, 2013 Train 1 and Train 2 [Member] Australia Pacific APLNG [Member]	Mar. 31, 2013 Construction completion guarantee [Member] Australia Pacific APLNG [Member]	Mar. 31, 2013 Continued development [Member] Australia Pacific APLNG [Member]	Mar. 31, 2013 Other Guarantees [Member]	Mar. 31, 2013 Indemnifications [Member]
Guarantees (Textual) [Abstract]
Ownership percentage in joint venture			37.50%
Maximum potential amount of future payments			$ 1,000,000,000	$ 110,000,000	$ 3,200,000,000	$ 180,000,000	$ 280,000,000
Maximum potential amount of future payments under the guarantees in the event of intentional or reckless breach			2,400,000,000
Maximum potential amount of future payments based on current pro-rata share					1,700,000,000
Terms of guarantees outstanding			4 to 19 years	4 years		up to 33 years or the life of the venture	up to 11 years or the life of the venture
Carrying value of the guarantee to third-party lenders					114,000,000			70,000,000
Environmental accruals for known contamination in carrying amount recorded for indemnifications	$ 350,000,000	$ 364,000,000						$ 50,000,000
Number Of Joint Ventures Backed By Guarantee							2

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Segment Disclosures and Related Information (Details Textual)	3 Months Ended
	Mar. 31, 2013
Segment Disclosures and Related Information (Textual) [Abstract]
Number of operating segments	6

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Inventories (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Inventories
Crude oil and petroleum products	$ 396	$ 244
Materials, supplies and other	737	721
Total Inventories	1,133	965
Inventories (Textual) [Abstract]
Inventories valued on the LIFO basis	293	147
Excess of current replacement cost over LIFO cost of inventories	$ 200	$ 200

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Impairments (Tables)

3 Months Ended

Mar. 31, 2013

Impairments [Abstract]

Impairment Charges by Segment Before Tax

Note 9—Impairments
During the three-month periods of 2013 and 2012, we recognized the following before-tax impairment
charges:
	Millions of Dollars
	Three Months Ended
	March 31
		2013	2012
Canada	$	-	213
Europe		-	1
Asia Pacific and Middle East		2	-
	$	2	214

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Income Taxes (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Income Taxes (Textual) [Abstract]
Effective tax rate	47.00%	49.00%
Domestic federal statutory rate	35.00%
Decrease in unrecognized tax benefits	$ 235
Unrecognized tax benefits	637
Unrecognized tax benefits that if recognized, would affect effective tax rate	$ 411

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Employee Benefit Plans (Details Textual) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013
U.S. (Pension Benefits) [Member]
Employee Benefit Plans (Textual) [Abstract]
Company contributions	$ 52
Int'l (Pension Benefits) [Member]
Employee Benefit Plans (Textual) [Abstract]
Company contributions	$ 50

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Derivative and Financial Instruments - Commodity Balance Sheet (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2013	Mar. 31, 2012
Prepaid expenses and other current assets [Member]
Derivatives, Fair Value [Line Items]
Commodity derivative assets	$ 1,402	$ 1,538
Other assets [Member]
Derivatives, Fair Value [Line Items]
Commodity derivative assets	98	105
Other accruals [Member]
Derivatives, Fair Value [Line Items]
Commodity derivative liabilities	1,461	1,509
Other liabilities and deferred credits [Member]
Derivatives, Fair Value [Line Items]
Commodity derivative liabilities	$ 94	$ 99

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Segment Disclosures and Related Information - Net Income (Details 1) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Net Income Attributable to ConocoPhillips
Consolidated net income attributable to ConocoPhillips	$ 2,139	$ 2,937
Alaska [Member]
Net Income Attributable to ConocoPhillips
Consolidated net income attributable to ConocoPhillips	543	620
Lower 48 and Latin America [Member]
Net Income Attributable to ConocoPhillips
Consolidated net income attributable to ConocoPhillips	133	255
Canada [Member]
Net Income Attributable to ConocoPhillips
Consolidated net income attributable to ConocoPhillips	133	(549)
Europe [Member]
Net Income Attributable to ConocoPhillips
Consolidated net income attributable to ConocoPhillips	431	389
Asia Pacific and Middle East [Member]
Net Income Attributable to ConocoPhillips
Consolidated net income attributable to ConocoPhillips	918	1,738
Other International [Member]
Net Income Attributable to ConocoPhillips
Consolidated net income attributable to ConocoPhillips	14	21
Corporate and Other [Member]
Net Income Attributable to ConocoPhillips
Consolidated net income attributable to ConocoPhillips	(162)	(311)
Discontinued operations [Member]
Net Income Attributable to ConocoPhillips
Consolidated net income attributable to ConocoPhillips	$ 129	$ 774

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Supplementary Information - Condensed Consolidating Financial Information - Bal Sheet (Details 1) (USD $) In Millions, unless otherwise specified	Mar. 31, 2013		Dec. 31, 2012	Mar. 31, 2012	Dec. 31, 2011
Assets
Cash and cash equivalents	$ 5,422		$ 3,618	$ 3,707	$ 5,780
Restricted cash			748
Short-term investments	23	[1]
Accounts and notes receivable	8,898		9,182
Inventories	1,133		965
Prepaid expenses and other current assets	8,759		9,476
Total Current Assets	24,235		23,989
Investments, loans and long-term receivables	24,770		25,006
Net properties, plants and equipment	67,890		67,263
Other assets	885		886
Total Assets	117,780		117,144
Liabilities and Stockholders' Equity
Accounts payable	10,421		10,013
Short-term debt	1,351		955
Accrued income and other taxes	3,658		3,366
Employee benefit obligations	432		742
Other accruals	2,453		2,367
Total Current Liabilities	18,315		17,443
Long-term debt	20,319		20,770
Asset retirement obligations and accrued environmental costs	8,650		8,947
Joint venture acquisition obligation-related party	2,610		2,810
Deferred income taxes	13,607		13,185
Employee benefit obligations	3,271		3,346
Other liabilities and deferred credits	1,768		2,216
Total Liabilities	68,540		68,717
Retained earnings	36,662		35,338
Other common stockholders' equity	12,141		12,649
Noncontrolling interests	437		440
Total Liabilities and Stockholders' Equity	117,780		117,144
ConocoPhillips [Member]
Assets
Cash and cash equivalents			2
Restricted cash			748
Accounts and notes receivable	62		64
Prepaid expenses and other current assets	18		19
Total Current Assets	80		833
Investments, loans and long-term receivables	82,784		80,910
Other assets	48		55
Total Assets	82,912		81,798
Liabilities and Stockholders' Equity
Short-term debt	395		(5)
Other accruals	119		209
Total Current Liabilities	514		204
Long-term debt	9,051		9,453
Deferred income taxes	54		15
Other liabilities and deferred credits	31,327		30,938
Total Liabilities	40,946		40,610
Retained earnings	30,100		28,815
Other common stockholders' equity	11,866		12,373
Total Liabilities and Stockholders' Equity	82,912		81,798
ConocoPhillips Company [Member]
Assets
Cash and cash equivalents	279		12	169	2,028
Accounts and notes receivable	6,273		6,247
Inventories	87		57
Prepaid expenses and other current assets	592		847
Total Current Assets	7,231		7,163
Investments, loans and long-term receivables	118,108		114,314
Net properties, plants and equipment	8,849		8,771
Other assets	219		216
Total Assets	134,407		130,464
Liabilities and Stockholders' Equity
Accounts payable	8,710		9,067
Short-term debt	4		4
Accrued income and other taxes	158		104
Employee benefit obligations	294		485
Other accruals	655		636
Total Current Liabilities	9,821		10,296
Long-term debt	5,213		5,215
Asset retirement obligations and accrued environmental costs	1,253		1,250
Deferred income taxes	292		598
Employee benefit obligations	2,446		2,464
Other liabilities and deferred credits	22,689		19,916
Total Liabilities	41,714		39,739
Retained earnings	26,618		24,041
Other common stockholders' equity	66,075		66,684
Total Liabilities and Stockholders' Equity	134,407		130,464
ConocoPhillips Australia Funding Company [Member]
Assets
Cash and cash equivalents	6		6	1	1
Total Current Assets	6		6
Investments, loans and long-term receivables	771		759
Total Assets	777		765
Liabilities and Stockholders' Equity
Accounts payable	1
Short-term debt	750		750
Other accruals	19		9
Total Current Liabilities	770		759
Total Liabilities	770		759
Retained earnings	5		4
Other common stockholders' equity	2		2
Total Liabilities and Stockholders' Equity	777		765
ConocoPhillips Canada Funding Company I [Member]
Assets
Cash and cash equivalents	48		50	37	38
Prepaid expenses and other current assets	1		1
Total Current Assets	49		51
Investments, loans and long-term receivables	1,443		1,455
Other assets	2		2
Total Assets	1,494		1,508
Liabilities and Stockholders' Equity
Accounts payable	3		4
Accrued income and other taxes	4		3
Other accruals	32		15
Total Current Liabilities	39		22
Long-term debt	1,250		1,250
Deferred income taxes	14		16
Other liabilities and deferred credits	95		117
Total Liabilities	1,398		1,405
Retained earnings	(54)		(78)
Other common stockholders' equity	150		181
Total Liabilities and Stockholders' Equity	1,494		1,508
ConocoPhillips Canada Funding Company II [Member]
Assets
Cash and cash equivalents	2		2	1	1
Total Current Assets	2		2
Investments, loans and long-term receivables	573		578
Other assets	3		3
Total Assets	578		583
Liabilities and Stockholders' Equity
Accounts payable	1		1
Other accruals	13		4
Total Current Liabilities	14		5
Long-term debt	499		499
Deferred income taxes	8		7
Other liabilities and deferred credits	36		50
Total Liabilities	557		561
Retained earnings	(62)		(73)
Other common stockholders' equity	83		95
Total Liabilities and Stockholders' Equity	578		583
All Other Subsidiaries [Member]
Assets
Cash and cash equivalents	5,087		3,546	3,499	3,712
Short-term investments	23
Accounts and notes receivable	7,544		7,958
Inventories	1,046		908
Prepaid expenses and other current assets	8,148		8,609
Total Current Assets	21,848		21,021
Investments, loans and long-term receivables	43,986		44,739
Net properties, plants and equipment	59,041		58,492
Other assets	613		610
Total Assets	125,488		124,862
Liabilities and Stockholders' Equity
Accounts payable	6,687		6,028
Short-term debt	202		206
Accrued income and other taxes	3,496		3,259
Employee benefit obligations	138		257
Other accruals	1,615		1,494
Total Current Liabilities	12,138		11,244
Long-term debt	4,306		4,353
Asset retirement obligations and accrued environmental costs	7,397		7,697
Joint venture acquisition obligation-related party	2,610		2,810
Deferred income taxes	13,239		12,549
Employee benefit obligations	825		882
Other liabilities and deferred credits	18,580		21,174
Total Liabilities	59,095		60,709
Retained earnings	33,419		30,778
Other common stockholders' equity	32,537		32,935
Noncontrolling interests	437		440
Total Liabilities and Stockholders' Equity	125,488		124,862
Consolidating Adjustments [Member]
Assets
Accounts and notes receivable	(4,981)		(5,087)
Total Current Assets	(4,981)		(5,087)
Investments, loans and long-term receivables	(222,895)		(217,749)
Total Assets	(227,876)		(222,836)
Liabilities and Stockholders' Equity
Accounts payable	(4,981)		(5,087)
Total Current Liabilities	(4,981)		(5,087)
Other liabilities and deferred credits	(70,959)		(69,979)
Total Liabilities	(75,940)		(75,066)
Retained earnings	(53,364)		(48,149)
Other common stockholders' equity	(98,572)		(99,621)
Total Liabilities and Stockholders' Equity	$ (227,876)		$ (222,836)

[1] *Marketable securities.

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Segment Disclosures and Related Information - Assets (Details 2) (USD $) In Millions, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Assets [Abstract]
Consolidated total assets	$ 117,780	$ 117,144
Alaska [Member]
Assets [Abstract]
Consolidated total assets	11,241	10,950
Lower 48 and Latin America [Member]
Assets [Abstract]
Consolidated total assets	28,250	28,895
Canada [Member]
Assets [Abstract]
Consolidated total assets	22,306	22,308
Europe [Member]
Assets [Abstract]
Consolidated total assets	15,071	15,562
Asia Pacific and Middle East [Member]
Assets [Abstract]
Consolidated total assets	24,038	23,721
Other International [Member]
Assets [Abstract]
Consolidated total assets	1,462	1,418
Corporate and Other [Member]
Assets [Abstract]
Consolidated total assets	7,826	6,823
Discontinued operations [Member]
Assets [Abstract]
Consolidated total assets	$ 7,586	$ 7,467

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Cash Flow Information (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Cash payments
Interest	$ 157	$ 228
Income taxes	1,199	1,308
Net Purchases of Short-Term Investments
Short-term investments purchased	(23)	(497)
Short-term investments sold		589
Net sale (purchases) of short-term investments	$ (23)	$ 92

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Cash Flow Information

3 Months Ended

Mar. 31, 2013

Cash Flow Information [Abstract]

Cash Flow Information

Note 18—Cash Flow Information
	Millions of Dollars
	Three Months Ended
	March 31
		2013	2012
Cash Payments
Interest	$	157	228
Income taxes		1,199	1,308
Net Sales (Purchases) of Short-Term Investments
Short-term investments purchased	$	(23)	(497)
Short-term investments sold		-	589
	$	(23)	92

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Impairments by Segment (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Impairment charges by segment, before-tax
Impairments	$ 2	$ 214
Canada [Member]
Impairment charges by segment, before-tax
Impairments		213
Europe [Member]
Impairment charges by segment, before-tax
Impairments		1
Asia Pacific and Middle East [Member]
Impairment charges by segment, before-tax
Impairments	$ 2

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Supplementary Information - Condensed Consolidating Financial Information (Tables)

3 Months Ended

Mar. 31, 2013

Supplementary Information - Condensed Consolidating Financial Information [Abstract]

Condensed Consolidated Income Statement

		Millions of Dollars
		Three Months Ended March 31, 2013
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		$	-	4,464	-	-	-	9,702	-	14,166
Equity in earnings of affiliates			2,391	2,874	-	-	-	405	(5,308)	362
Gain (loss) on dispositions			-	(2)	-	-	-	60	-	58
Other income			1	45	-	-	-	19	-	65
Intercompany revenues			20	51	11	22	8	1,653	(1,765)	-
Total Revenues and Other Income			2,412	7,432	11	22	8	11,839	(7,073)	14,651
Costs and Expenses
Purchased commodities			-	3,929	-	-	-	3,064	(1,159)	5,834
Production and operating expenses			-	310	-	-	-	1,379	(2)	1,687
Selling, general and administrative expenses			4	122	-	-	-	56	(17)	165
Exploration expenses			-	143	-	-	-	134	-	277
Depreciation, depletion and amortization			-	208	-	-	-	1,599	-	1,807
Impairments			-	-	-	-	-	2	-	2
Taxes other than income taxes			-	77	-	-	-	815	-	892
Accretion on discounted liabilities			-	14	-	-	-	92	-	106
Interest and debt expense			586	83	10	19	8	11	(587)	130
Foreign currency transaction (gains) losses			17	8	-	(22)	(14)	(25)	-	(36)
Total Costs and Expenses			607	4,894	10	(3)	(6)	7,127	(1,765)	10,864
Income from continuing operations before
	income taxes		1,805	2,538	1	25	14	4,712	(5,308)	3,787
Provision for income taxes			(205)	147	-	(1)	1	1,821	-	1,763
Income From Continuing Operations			2,010	2,391	1	26	13	2,891	(5,308)	2,024
Income from discontinued operations			129	129	-	-	-	129	(258)	129
Net income			2,139	2,520	1	26	13	3,020	(5,566)	2,153
Less: net income attributable to
	noncontrolling interests		-	-	-	-	-	(14)	-	(14)
Net Income Attributable to ConocoPhillips		$	2,139	2,520	1	26	13	3,006	(5,566)	2,139
Comprehensive Income Attributable
	to ConocoPhillips	$	1,530	1,911	1	(4)	1	2,392	(4,301)	1,530
Income Statement		Three Months Ended March 31, 2012
Revenues and Other Income
Sales and other operating revenues		$	-	4,292	-	-	-	10,301	-	14,593
Equity in earnings of affiliates			2,514	2,701	-	-	-	462	(5,187)	490
Gain on dispositions			-	-	-	-	-	940	-	940
Other income			1	31	-	-	-	28	-	60
Intercompany revenues			1	440	11	22	8	825	(1,307)	-
Total Revenues and Other Income			2,516	7,464	11	22	8	12,556	(6,494)	16,083
Costs and Expenses
Purchased commodities			-	3,807	-	-	-	2,975	(704)	6,078
Production and operating expenses			-	267	-	-	-	1,307	(15)	1,559
Selling, general and administrative expenses			5	263	-	-	-	66	(8)	326
Exploration expenses			-	90	-	-	-	585	-	675
Depreciation, depletion and amortization			-	204	-	-	-	1,367	-	1,571
Impairments			-	-	-	-	-	214	-	214
Taxes other than income taxes			-	82	-	-	-	1,013	-	1,095
Accretion on discounted liabilities			-	13	-	-	-	92	-	105
Interest and debt expense			540	81	10	19	8	112	(580)	190
Foreign currency transaction (gains) losses			-	(28)	-	11	16	6	-	5
Total Costs and Expenses			545	4,779	10	30	24	7,737	(1,307)	11,818
Income (loss) from continuing operations before
	income taxes		1,971	2,685	1	(8)	(16)	4,819	(5,187)	4,265
Provision for income taxes			(190)	171	-	6	(1)	2,100	-	2,086
Income (Loss) From Continuing Operations			2,161	2,514	1	(14)	(15)	2,719	(5,187)	2,179
Income from discontinued operations			776	776	-	-	-	777	(1,553)	776
Net income (loss)			2,937	3,290	1	(14)	(15)	3,496	(6,740)	2,955
Less: net income attributable to
	noncontrolling interests		-	-	-	-	-	(18)	-	(18)
Net Income (Loss) Attributable to ConocoPhillips		$	2,937	3,290	1	(14)	(15)	3,478	(6,740)	2,937
Comprehensive Income (Loss) Attributable
	to ConocoPhillips	$	3,823	4,176	1	19	(2)	4,283	(8,477)	3,823

Schedule of Condensed Balance Sheet

		Millions of Dollars
		March 31, 2013
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		$	-	279	6	48	2	5,087	-	5,422
Short-term investments			-	-	-	-	-	23	-	23
Accounts and notes receivable			62	6,273	-	-	-	7,544	(4,981)	8,898
Inventories			-	87	-	-	-	1,046	-	1,133
Prepaid expenses and other current assets			18	592	-	1	-	8,148	-	8,759
Total Current Assets			80	7,231	6	49	2	21,848	(4,981)	24,235
Investments, loans and long-term receivables*			82,784	118,108	771	1,443	573	43,986	(222,895)	24,770
Net properties, plants and equipment			-	8,849	-	-	-	59,041	-	67,890
Other assets			48	219	-	2	3	613	-	885
Total Assets		$	82,912	134,407	777	1,494	578	125,488	(227,876)	117,780
Liabilities and Stockholders’ Equity
Accounts payable		$	-	8,710	1	3	1	6,687	(4,981)	10,421
Short-term debt			395	4	750	-	-	202	-	1,351
Accrued income and other taxes			-	158	-	4	-	3,496	-	3,658
Employee benefit obligations			-	294	-	-	-	138	-	432
Other accruals			119	655	19	32	13	1,615	-	2,453
Total Current Liabilities			514	9,821	770	39	14	12,138	(4,981)	18,315
Long-term debt			9,051	5,213	-	1,250	499	4,306	-	20,319
Asset retirement obligations and accrued
	environmental costs		-	1,253	-	-	-	7,397	-	8,650
Joint venture acquisition obligation			-	-	-	-	-	2,610	-	2,610
Deferred income taxes			54	292	-	14	8	13,239	-	13,607
Employee benefit obligations			-	2,446	-	-	-	825	-	3,271
Other liabilities and deferred credits*			31,327	22,689	-	95	36	18,580	(70,959)	1,768
Total Liabilities			40,946	41,714	770	1,398	557	59,095	(75,940)	68,540
Retained earnings			30,100	26,618	5	(54)	(62)	33,419	(53,364)	36,662
Other common stockholders’ equity			11,866	66,075	2	150	83	32,537	(98,572)	12,141
Noncontrolling interests			-	-	-	-	-	437	-	437
Total Liabilities and Stockholders’ Equity		$	82,912	134,407	777	1,494	578	125,488	(227,876)	117,780
Balance Sheet		December 31, 2012
Assets
Cash and cash equivalents		$	2	12	6	50	2	3,546	-	3,618
Restricted cash			748	-	-	-	-	-	-	748
Accounts and notes receivable			64	6,247	-	-	-	7,958	(5,087)	9,182
Inventories			-	57	-	-	-	908	-	965
Prepaid expenses and other current assets			19	847	-	1	-	8,609	-	9,476
Total Current Assets			833	7,163	6	51	2	21,021	(5,087)	23,989
Investments, loans and long-term receivables*			80,910	114,314	759	1,455	578	44,739	(217,749)	25,006
Net properties, plants and equipment			-	8,771	-	-	-	58,492	-	67,263
Other assets			55	216	-	2	3	610	-	886
Total Assets		$	81,798	130,464	765	1,508	583	124,862	(222,836)	117,144
Liabilities and Stockholders’ Equity
Accounts payable		$	-	9,067	-	4	1	6,028	(5,087)	10,013
Short-term debt			(5)	4	750	-	-	206	-	955
Accrued income and other taxes			-	104	-	3	-	3,259	-	3,366
Employee benefit obligations			-	485	-	-	-	257	-	742
Other accruals			209	636	9	15	4	1,494	-	2,367
Total Current Liabilities			204	10,296	759	22	5	11,244	(5,087)	17,443
Long-term debt			9,453	5,215	-	1,250	499	4,353	-	20,770
Asset retirement obligations and accrued
	environmental costs		-	1,250	-	-	-	7,697	-	8,947
Joint venture acquisition obligation			-	-	-	-	-	2,810	-	2,810
Deferred income taxes			15	598	-	16	7	12,549	-	13,185
Employee benefit obligations			-	2,464	-	-	-	882	-	3,346
Other liabilities and deferred credits*			30,938	19,916	-	117	50	21,174	(69,979)	2,216
Total Liabilities			40,610	39,739	759	1,405	561	60,709	(75,066)	68,717
Retained earnings			28,815	24,041	4	(78)	(73)	30,778	(48,149)	35,338
Other common stockholders’ equity			12,373	66,684	2	181	95	32,935	(99,621)	12,649
Noncontrolling interests			-	-	-	-	-	440	-	440
Total Liabilities and Stockholders’ Equity		$	81,798	130,464	765	1,508	583	124,862	(222,836)	117,144
*Includes intercompany loans.

Condensed Consolidated Statement of Cash Flows

		Millions of Dollars
Statement of Cash Flows		Three Months Ended March 31, 2013
		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 (used in) continuing operating
	activities	$	74	2,261	-	(2)	-	2,618	(343)	4,608
Net cash provided by discontinued operations			-	-	-	-	-	172	(50)	122
Net Cash Provided by (Used in) Operating Activities			74	2,261	-	(2)	-	2,790	(393)	4,730
Cash Flows From Investing Activities
Capital expenditures and investments			-	(448)	-	-	-	(2,943)	-	(3,391)
Proceeds from asset dispositions			-	4	-	-	-	1,130	-	1,134
Net sales of short-term investments			-	-	-	-	-	(23)	-	(23)
Long-term advances/loans—related parties			-	2	-	-	-	(7)	5	-
Collection of advances/loans—related parties			-	14	-	-	-	1,609	(1,566)	57
Other			-	-	-	-	-	(21)	-	(21)
Net cash used in continuing investing activities			-	(428)	-	-	-	(255)	(1,561)	(2,244)
Net cash used in discontinued operations			-	-	-	-	-	(189)	-	(189)
Net Cash Used in Investing Activities			-	(428)	-	-	-	(444)	(1,561)	(2,433)
Cash Flows From Financing Activities
Issuance of debt			-	-	-	-	-	5	(5)	-
Repayment of debt			-	(1,566)	-	-	-	(48)	1,566	(48)
Change in restricted cash			748	-	-	-	-	-	-	748
Issuance of company common stock			(10)	-	-	-	-	-	-	(10)
Dividends paid			(815)	-	-	-	-	(343)	343	(815)
Other			1	-	-	-	-	(206)	-	(205)
Net cash used in continuing financing activities			(76)	(1,566)	-	-	-	(592)	1,904	(330)
Net cash used in discontinued operations			-	-	-	-	-	(50)	50	-
Net Cash Used in Financing Activities			(76)	(1,566)	-	-	-	(642)	1,954	(330)
Effect of Exchange Rate Changes
	on Cash and Cash Equivalents		-	-	-	-	-	(163)	-	(163)
Net Change in Cash and Cash Equivalents			(2)	267	-	(2)	-	1,541	-	1,804
Cash and cash equivalents at beginning of period			2	12	6	50	2	3,546	-	3,618
Cash and Cash Equivalents at End of Period		$	-	279	6	48	2	5,087	-	5,422
Statement of Cash Flows		Three Months Ended March 31, 2012
Cash Flows From Operating Activities
Net cash provided by (used in) continuing
	operating activities	$	3,011	3,737	-	(1)	-	(257)	(2,420)	4,070
Net cash provided by (used in) discontinued
	operations		-	167	-	-	-	(56)	1	112
Net Cash Provided by (Used in) Operating Activities			3,011	3,904	-	(1)	-	(313)	(2,419)	4,182
Cash Flows From Investing Activities
Capital expenditures and investments			(303)	(470)	-	-	-	(3,348)	303	(3,818)
Proceeds from asset dispositions			-	-	-	-	-	1,102	-	1,102
Net purchases of short-term investments			-	-	-	-	-	92	-	92
Long-term advances/loans—related parties			-	(2)	-	-	-	(3,004)	3,006	-
Collection of advances/loans—related parties			-	92	-	-	-	28	(82)	38
Other			-	-	-	-	-	7	-	7
Net cash used in continuing investing activities			(303)	(380)	-	-	-	(5,123)	3,227	(2,579)
Net cash provided by (used in) discontinued
	operations		-	(163)	-	-	-	7,932	(8,200)	(431)
Net Cash Provided by (Used in) Investing Activities			(303)	(543)	-	-	-	2,809	(4,973)	(3,010)
Cash Flows From Financing Activities
Issuance of debt			-	3,000	-	-	-	6	(3,006)	-
Repayment of debt			-	(8,215)	-	-	-	(114)	8,282	(47)
Issuance of company common stock			36	-	-	-	-	-	-	36
Repurchase of company common stock			(1,899)	-	-	-	-	-	-	(1,899)
Dividends paid			(843)	-	-	-	-	(2,308)	2,308	(843)
Other			(2)	-	-	-	-	(198)	1	(199)
Net cash used in continuing financing activities			(2,708)	(5,215)	-	-	-	(2,614)	7,585	(2,952)
Net cash used in discontinued operations			-	(5)	-	-	-	(120)	(193)	(318)
Net Cash Used in Financing Activities			(2,708)	(5,220)	-	-	-	(2,734)	7,392	(3,270)
Effect of Exchange Rate Changes
	on Cash and Cash Equivalents		-	-	-	-	-	25	-	25
Net Change in Cash and Cash Equivalents			-	(1,859)	-	(1)	-	(213)	-	(2,073)
Cash and cash equivalents at beginning of period			-	2,028	1	38	1	3,712	-	5,780
Cash and Cash Equivalents at End of Period		$	-	169	1	37	1	3,499	-	3,707

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Segment Disclosures and Related Information - Sales (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Segment Reporting Information [Line Items]
Sales and other operating revenues	$ 14,166	$ 14,593
Alaska [Member]
Segment Reporting Information [Line Items]
Sales and other operating revenues	2,104	2,737
Lower 48 and Latin America Before Intersegment Eliminations [Member]
Segment Reporting Information [Line Items]
Sales and other operating revenues	4,822	5,131
Intersegment Eliminations before Lower 48 and Latin America [Member]
Segment Reporting Information [Line Items]
Sales and other operating revenues	(29)	(115)
Lower 48 and Latin America [Member]
Segment Reporting Information [Line Items]
Sales and other operating revenues	4,793	5,016
Canada before Intersegment Eliminations [Member]
Segment Reporting Information [Line Items]
Sales and other operating revenues	1,255	1,218
Intersegment Eliminations before Canada [Member]
Segment Reporting Information [Line Items]
Sales and other operating revenues	(158)	(136)
Canada [Member]
Segment Reporting Information [Line Items]
Sales and other operating revenues	1,097	1,082
Europe before Intersegment Eliminations [Member]
Segment Reporting Information [Line Items]
Sales and other operating revenues	3,453	3,602
Intersegment Eliminations before Europe [Member]
Segment Reporting Information [Line Items]
Sales and other operating revenues		(72)
Europe [Member]
Segment Reporting Information [Line Items]
Sales and other operating revenues	3,453	3,530
Asia Pacific Before Intersegment Eliminations [Member]
Segment Reporting Information [Line Items]
Sales and other operating revenues	2,218	1,896
Other International [Member]
Segment Reporting Information [Line Items]
Sales and other operating revenues	483	310
Corporate and Other [Member]
Segment Reporting Information [Line Items]
Sales and other operating revenues	$ 18	$ 22

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Accumulated Other Comprehensive Income (Tables)

3 Months Ended

Mar. 31, 2013

Accumulated Other Comprehensive Income [Abstract]

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

Note 17—Accumulated Other Comprehensive Income
Accumulated other comprehensive income in the equity section of the balance sheet included:
	Millions of Dollars
	Defined Benefit Plans		Foreign Currency Translation	Accumulated Other Comprehensive Income (Loss)
December 31, 2012	$	(1,425)	5,512	4,087
Other comprehensive income (loss)		35	(644)	(609)
March 31, 2013	$	(1,390)	4,868	3,478

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Debt (Details Textual) (USD $)	3 Months Ended
	Mar. 31, 2013	Dec. 31, 2012
Commercial Paper Programs (Textual) [Abstract]
Total amount under revolving credit facilities	$ 7,500,000,000
Maturity period of commercial paper (in days)	P90D
Letters of credit issued	782,000,000
Commercial paper outstanding	1,008,000,000	1,055,000,000
Credit facilities remaining after commercial paper outstanding and issuance of letters of credit	6,500,000,000
Debt (Textual) [Abstract]
Classification of short-term debt as long-term debt	920,000,000
Revolving Credit Facilities [Member]
Commercial Paper Programs (Textual) [Abstract]
Direct outstanding borrowings under the revolving credit facilities	0	0
Letters of credit issued	0	0
ConocoPhillips [Member]
Commercial Paper Programs (Textual) [Abstract]
ConocoPhillips Commercial Paper Program	6,350,000,000
ConocoPhillips Qatar Funding Ltd. [Member]
Commercial Paper Programs (Textual) [Abstract]
ConocoPhillips Commercial Paper Program	1,150,000,000
7.625% Debentures Due 2013 [Member]
Extinguishment Of Debt Disclosures [Abstract]
Stated percentage of debt	7.625%
Original amount of debt instrument	100,000,000
5.50% Notes Due 2013 [Member]
Extinguishment Of Debt Disclosures [Abstract]
Stated percentage of debt	5.50%
Original amount of debt instrument	$ 750,000,000

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Fair Value Measurement - FV of Fin. Instruments (Details 2) (USD $) In Millions, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Financial Assets [Abstract]
Deferred compensation investments	$ 309	$ 305
Carrying Amount [Member]
Financial Assets [Abstract]
Deferred compensation investments	309	305
Commodity derivatives, assets	181	221
Total loans and advances - related parties	1,629	1,697
Financial Liabilities [Abstract]
Total debt, excluding capital leases	21,654	21,709
Total joint venture acquisition obligation	3,392	3,582
Commodity derivatives, liability	209	199
Fair Value [Member]
Financial Assets [Abstract]
Deferred compensation investments	309	305
Commodity derivatives, assets	181	221
Total loans and advances - related parties	1,820	1,916
Financial Liabilities [Abstract]
Total debt, excluding capital leases	25,855	26,349
Total joint venture acquisition obligation	3,740	3,968
Commodity derivatives, liability	$ 209	$ 199

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Derivative and Financial Instruments - FX GainLoss (Details 4) (Foreign currency transaction (gains) losses [Member], USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Foreign currency transaction (gains) losses [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Foreign currency transaction (gains) losses	$ 22	$ (15)

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Assets Held for Sale or Sold (Details) (Cedar Creek Anticline [Member], USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013
Cedar Creek Anticline [Member]
Assets Held for Sale (Textual) [Abstract]
Proceeds of asset disposition	$ 989
Gain (Loss) on Sale of Oil and Gas Property	(62)
Net carrying value	1,051
Amount of PP&E in carrying value of asset	1,079
Amount of asset retirement obligations in carrying value of asset	$ 28

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Change in Accounting Principles

3 Months Ended

Mar. 31, 2013

New Accounting Pronouncements and Changes in Accounting Principles [Abstract]

Changes in Accounting Principles [Text Block]

Note 2—Change in Accounting Principles

Effective January 1, 2013, we early adopted, on a prospective basis, Financial Accounting Standards Board (FASB) Accounting Standards Update (ASU) No. 2013-05, “Parent's Accounting for the Cumulative Translation Adjustment (CTA) upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity.”  This ASU resolves the diversity in practice about whether FASB Accounting Standards Codification (ASC) Subtopic 810-10, “Consolidation—Overall,” or Subtopic 830-30, “Foreign Currency Matters—Translation of Financial Statements,” applies to the release of the CTA into net income when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business (other than a sale of in-substance real estate or conveyance of oil and gas mineral rights) within a foreign entity. This ASU clarifies that ASC Subtopic 830-30applies to sales within a foreign entity and thus the CTA should not be released into net income unless those sales represent the complete or substantially complete liquidation of the reporting parent's investment in the broader foreign entity. This ASU also requires the release of all the related CTA into net income upon gaining control in a step acquisition of an equity method investment that is considered to be a standalone foreign entity, and a pro rata release of the related CTA into net income upon a partial sale of an interest in an equity method investment that is considered to be a standalone foreign entity.

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Derivative and Financial Instruments - FX Notional (Details 5) In Millions, unless otherwise specified	Dec. 31, 2012 Sell U.S. dollar, buy other currencies [Member] USD ($)		Mar. 31, 2013 Buy U.S. dollar, sell other currencies [Member] USD ($)		Dec. 31, 2012 Buy U.S. dollar, sell other currencies [Member] USD ($)		Mar. 31, 2013 Buy British pound, sell other currencies [Member] GBP (£)	Dec. 31, 2012 Buy Euro Sell British Pound [Member] EUR (€)
Trading Activity, Gains and Losses, Net [Line Items]
Net notional position of foreign currency exchange derivatives	$ 2,573	[1]	$ 842	[2]	$ 140	[2]	£ 11	€ 96

[1]   *Primarily euro, Canadian dollar, Norwegian krone and British pound.

[2] **Primarily euro, Canadian dollar and Norwegian krone.

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Discontinued Operations - Financial Statement Disclosures (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013		Mar. 31, 2012		Dec. 31, 2012
Sales and other operating revenues and income (loss) from discontinued operations
Income tax expense (benefit)	$ (9)		$ 434
Income from discontinued operations	129	[1]	776	[1]
Phillips 66 [Member]
Sales and other operating revenues and income (loss) from discontinued operations
Sales and other operating revenues from discontinued operations			45,498
Income (loss) from discontinued operations before-tax			1,008
Income tax expense (benefit)			294
Income from discontinued operations			714
Kashagan, Algeria and Nigeria [Member]
Assets
Accounts and notes receivable	302				268
Accounts and notes receivable-related parties	2				1
Inventories	48				44
Prepaid expenses and other current assets	154				220
Total current assets of discontinued operations	506				533
Investments and long-term receivables	281				272
Loans and advances-related parties	22				29
Net properties, plants and equipment	6,775				6,629
Other assets	2				4
Total assets of discontinued operations	7,586				7,467
Liabilities
Accounts payable	437				471
Accrued income and other taxes	154				125
Total current liabilities of discontinued operations	591				596
Asset retirement obligations and accrued environmental costs	133				131
Deferred income taxes	777				759
Total liabilities of discontinued operations	1,501				1,486
Sales and other operating revenues and income (loss) from discontinued operations
Sales and other operating revenues from discontinued operations	329		391
Income (loss) from discontinued operations before-tax	120		202
Income tax expense (benefit)	(9)		140
Income from discontinued operations	$ 129		$ 62

[1] *Net of provision for income taxes on discontinued operations of: 2013 $(9) ;2012 $434

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Income Taxes

3 Months Ended

Mar. 31, 2013

Income Taxes [Abstract]

Income Taxes

Note 22—Income Taxes

Our effective tax rate from continuing operations for the first quarter of 2013was47 percent compared with 49 percent for the first quarter of 2012. The decrease was primarily due to a smaller proportion of income in higher tax jurisdictions in 2013. Additionally, the tax rate for the first quarter of 2013 reflected a favorable tax resolution associated with the sale of certain western Canada properties which occurred in a prior year, and the tax rate for the first quarter of 2012reflected a benefit from asset dispositions in 2012.

The effective tax rate in excess of the domestic federal statutory rate of 35 percent was primarily due to foreign taxes.

During the first quarter of 2013, unrecognized tax benefits decreased $235 million to $637million at March 31, 2013, mainly due to the favorable tax resolution noted above. Included in this balance is $411million which, if recognized, would impact our effective tax rate.

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Segment Disclosures and Related Information

3 Months Ended

Mar. 31, 2013

Segment Disclosures and Related Information [Abstract]

Segment Disclosures and Related Information

Note 21—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. Results of operations for Phillips 66 for the period ended March 31, 2012, have been reported as discontinued operations. Commodity sales to Phillips 66, which were previously eliminated in consolidation prior to the separation, are now reported as third-party sales. In 2012, we also agreed to sell our Nigerian and Algerian businesses and our interest in Kashagan. Results of operations for Nigeria, Algeria and Kashagan have been reported as discontinued operations in all periods presented. For additional information, see Note 3—Discontinued Operations.

Corporate and Other represents costs not directly associated with an operating segment, such as most interest expense, corporate overhead, 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
	March 31
		2013	2012
Sales and Other Operating Revenues
Alaska	$	2,104	2,737
Lower 48 and Latin America		4,822	5,131
Intersegment eliminations		(29)	(115)
Lower 48 and Latin America		4,793	5,016
Canada		1,255	1,218
Intersegment eliminations		(158)	(136)
Canada		1,097	1,082
Europe		3,453	3,602
Intersegment eliminations		-	(72)
Europe		3,453	3,530
Asia Pacific and Middle East		2,218	1,896
Other International		483	310
Corporate and Other		18	22
Consolidated sales and other operating revenues	$	14,166	14,593

Net Income Attributable to ConocoPhillips
Alaska	$	543	620
Lower 48 and Latin America		133	255
Canada		133	(549)
Europe		431	389
Asia Pacific and Middle East		918	1,738
Other International		14	21
Corporate and Other		(162)	(311)
Discontinued operations		129	774
Consolidated net income attributable to ConocoPhillips	$	2,139	2,937

	Millions of Dollars
	March 31		December 31
	2013		2012
Total Assets
Alaska	$	11,241	10,950
Lower 48 and Latin America		28,250	28,895
Canada		22,306	22,308
Europe		15,071	15,562
Asia Pacific and Middle East		24,038	23,721
Other International		1,462	1,418
Corporate and Other		7,826	6,823
Discontinued operations		7,586	7,467
Consolidated total assets	$	117,780	117,144

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Contingencies and Commitments (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Dec. 31, 2012
Contingencies and Commitments (Textual) [Abstract]
Total environmental accrual included in balance sheet	$ 350	$ 364
Expected years to incur the majority of expenditures	30 years
Letters of credit that secure performance obligations	782
Tax Assessments Paid Under Protest	$ 227

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Discontinued Operations (Details Textual) (USD $)	3 Months Ended		12 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Dec. 31, 2012
Separation of Downstream Business (Textual) [Abstract]
Restricted cash			$ 748,000,000
Separation costs incurred		44,000,000
Special cash distribution from Phillips 66			7,800,000,000
Sales and other operating revenues	14,166,000,000	14,593,000,000
Purchased commodities	5,834,000,000	6,078,000,000
Phillips 66 [Member]
Separation of Downstream Business (Textual) [Abstract]
Sales and other operating revenues		4,054,000,000
Purchased commodities		160,000,000
Kashagan [Member]
Other Discontinued Operations [Abstract]
Percent interest	8.40%
Expected proceeds from sale of asset	5,000,000,000
Impairment of asset held for sale	43,000,000		606,000,000
Carrying Value	5,070,000,000
Algeria [Member]
Other Discontinued Operations [Abstract]
Expected proceeds from sale of asset	1,750,000,000
Carrying Value	698,000,000
Deposit	175,000,000
Nigeria [Member]
Other Discontinued Operations [Abstract]
Expected proceeds from sale of asset	1,790,000,000
Carrying Value	317,000,000
Deposit	435,000,000
Kashagan, Algeria and Nigeria [Member]
Other Discontinued Operations [Abstract]
Noncurrent assets reclassified to current	7,058,000,000
Loans and advances-related parties	22,000,000		29,000,000
Deferred income taxes	777,000,000		759,000,000
Asset retirement obligations and accrued environmental costs	$ 133,000,000		$ 131,000,000

XML

Supplementary Information - Condensed Consolidating Financial Information

3 Months Ended

Mar. 31, 2013

Supplementary Information - Condensed Consolidating Financial Information [Abstract]

Supplementary Information - Condensed Consolidating Financial Information

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 March 31, 2013
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		$	-	4,464	-	-	-	9,702	-	14,166
Equity in earnings of affiliates			2,391	2,874	-	-	-	405	(5,308)	362
Gain (loss) on dispositions			-	(2)	-	-	-	60	-	58
Other income			1	45	-	-	-	19	-	65
Intercompany revenues			20	51	11	22	8	1,653	(1,765)	-
Total Revenues and Other Income			2,412	7,432	11	22	8	11,839	(7,073)	14,651
Costs and Expenses
Purchased commodities			-	3,929	-	-	-	3,064	(1,159)	5,834
Production and operating expenses			-	310	-	-	-	1,379	(2)	1,687
Selling, general and administrative expenses			4	122	-	-	-	56	(17)	165
Exploration expenses			-	143	-	-	-	134	-	277
Depreciation, depletion and amortization			-	208	-	-	-	1,599	-	1,807
Impairments			-	-	-	-	-	2	-	2
Taxes other than income taxes			-	77	-	-	-	815	-	892
Accretion on discounted liabilities			-	14	-	-	-	92	-	106
Interest and debt expense			586	83	10	19	8	11	(587)	130
Foreign currency transaction (gains) losses			17	8	-	(22)	(14)	(25)	-	(36)
Total Costs and Expenses			607	4,894	10	(3)	(6)	7,127	(1,765)	10,864
Income from continuing operations before
	income taxes		1,805	2,538	1	25	14	4,712	(5,308)	3,787
Provision for income taxes			(205)	147	-	(1)	1	1,821	-	1,763
Income From Continuing Operations			2,010	2,391	1	26	13	2,891	(5,308)	2,024
Income from discontinued operations			129	129	-	-	-	129	(258)	129
Net income			2,139	2,520	1	26	13	3,020	(5,566)	2,153
Less: net income attributable to
	noncontrolling interests		-	-	-	-	-	(14)	-	(14)
Net Income Attributable to ConocoPhillips		$	2,139	2,520	1	26	13	3,006	(5,566)	2,139
Comprehensive Income Attributable
	to ConocoPhillips	$	1,530	1,911	1	(4)	1	2,392	(4,301)	1,530
Income Statement		Three Months Ended March 31, 2012
Revenues and Other Income
Sales and other operating revenues		$	-	4,292	-	-	-	10,301	-	14,593
Equity in earnings of affiliates			2,514	2,701	-	-	-	462	(5,187)	490
Gain on dispositions			-	-	-	-	-	940	-	940
Other income			1	31	-	-	-	28	-	60
Intercompany revenues			1	440	11	22	8	825	(1,307)	-
Total Revenues and Other Income			2,516	7,464	11	22	8	12,556	(6,494)	16,083
Costs and Expenses
Purchased commodities			-	3,807	-	-	-	2,975	(704)	6,078
Production and operating expenses			-	267	-	-	-	1,307	(15)	1,559
Selling, general and administrative expenses			5	263	-	-	-	66	(8)	326
Exploration expenses			-	90	-	-	-	585	-	675
Depreciation, depletion and amortization			-	204	-	-	-	1,367	-	1,571
Impairments			-	-	-	-	-	214	-	214
Taxes other than income taxes			-	82	-	-	-	1,013	-	1,095
Accretion on discounted liabilities			-	13	-	-	-	92	-	105
Interest and debt expense			540	81	10	19	8	112	(580)	190
Foreign currency transaction (gains) losses			-	(28)	-	11	16	6	-	5
Total Costs and Expenses			545	4,779	10	30	24	7,737	(1,307)	11,818
Income (loss) from continuing operations before
	income taxes		1,971	2,685	1	(8)	(16)	4,819	(5,187)	4,265
Provision for income taxes			(190)	171	-	6	(1)	2,100	-	2,086
Income (Loss) From Continuing Operations			2,161	2,514	1	(14)	(15)	2,719	(5,187)	2,179
Income from discontinued operations			776	776	-	-	-	777	(1,553)	776
Net income (loss)			2,937	3,290	1	(14)	(15)	3,496	(6,740)	2,955
Less: net income attributable to
	noncontrolling interests		-	-	-	-	-	(18)	-	(18)
Net Income (Loss) Attributable to ConocoPhillips		$	2,937	3,290	1	(14)	(15)	3,478	(6,740)	2,937
Comprehensive Income (Loss) Attributable
	to ConocoPhillips	$	3,823	4,176	1	19	(2)	4,283	(8,477)	3,823

		Millions of Dollars
		March 31, 2013
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		$	-	279	6	48	2	5,087	-	5,422
Short-term investments			-	-	-	-	-	23	-	23
Accounts and notes receivable			62	6,273	-	-	-	7,544	(4,981)	8,898
Inventories			-	87	-	-	-	1,046	-	1,133
Prepaid expenses and other current assets			18	592	-	1	-	8,148	-	8,759
Total Current Assets			80	7,231	6	49	2	21,848	(4,981)	24,235
Investments, loans and long-term receivables*			82,784	118,108	771	1,443	573	43,986	(222,895)	24,770
Net properties, plants and equipment			-	8,849	-	-	-	59,041	-	67,890
Other assets			48	219	-	2	3	613	-	885
Total Assets		$	82,912	134,407	777	1,494	578	125,488	(227,876)	117,780
Liabilities and Stockholders’ Equity
Accounts payable		$	-	8,710	1	3	1	6,687	(4,981)	10,421
Short-term debt			395	4	750	-	-	202	-	1,351
Accrued income and other taxes			-	158	-	4	-	3,496	-	3,658
Employee benefit obligations			-	294	-	-	-	138	-	432
Other accruals			119	655	19	32	13	1,615	-	2,453
Total Current Liabilities			514	9,821	770	39	14	12,138	(4,981)	18,315
Long-term debt			9,051	5,213	-	1,250	499	4,306	-	20,319
Asset retirement obligations and accrued
	environmental costs		-	1,253	-	-	-	7,397	-	8,650
Joint venture acquisition obligation			-	-	-	-	-	2,610	-	2,610
Deferred income taxes			54	292	-	14	8	13,239	-	13,607
Employee benefit obligations			-	2,446	-	-	-	825	-	3,271
Other liabilities and deferred credits*			31,327	22,689	-	95	36	18,580	(70,959)	1,768
Total Liabilities			40,946	41,714	770	1,398	557	59,095	(75,940)	68,540
Retained earnings			30,100	26,618	5	(54)	(62)	33,419	(53,364)	36,662
Other common stockholders’ equity			11,866	66,075	2	150	83	32,537	(98,572)	12,141
Noncontrolling interests			-	-	-	-	-	437	-	437
Total Liabilities and Stockholders’ Equity		$	82,912	134,407	777	1,494	578	125,488	(227,876)	117,780
Balance Sheet		December 31, 2012
Assets
Cash and cash equivalents		$	2	12	6	50	2	3,546	-	3,618
Restricted cash			748	-	-	-	-	-	-	748
Accounts and notes receivable			64	6,247	-	-	-	7,958	(5,087)	9,182
Inventories			-	57	-	-	-	908	-	965
Prepaid expenses and other current assets			19	847	-	1	-	8,609	-	9,476
Total Current Assets			833	7,163	6	51	2	21,021	(5,087)	23,989
Investments, loans and long-term receivables*			80,910	114,314	759	1,455	578	44,739	(217,749)	25,006
Net properties, plants and equipment			-	8,771	-	-	-	58,492	-	67,263
Other assets			55	216	-	2	3	610	-	886
Total Assets		$	81,798	130,464	765	1,508	583	124,862	(222,836)	117,144
Liabilities and Stockholders’ Equity
Accounts payable		$	-	9,067	-	4	1	6,028	(5,087)	10,013
Short-term debt			(5)	4	750	-	-	206	-	955
Accrued income and other taxes			-	104	-	3	-	3,259	-	3,366
Employee benefit obligations			-	485	-	-	-	257	-	742
Other accruals			209	636	9	15	4	1,494	-	2,367
Total Current Liabilities			204	10,296	759	22	5	11,244	(5,087)	17,443
Long-term debt			9,453	5,215	-	1,250	499	4,353	-	20,770
Asset retirement obligations and accrued
	environmental costs		-	1,250	-	-	-	7,697	-	8,947
Joint venture acquisition obligation			-	-	-	-	-	2,810	-	2,810
Deferred income taxes			15	598	-	16	7	12,549	-	13,185
Employee benefit obligations			-	2,464	-	-	-	882	-	3,346
Other liabilities and deferred credits*			30,938	19,916	-	117	50	21,174	(69,979)	2,216
Total Liabilities			40,610	39,739	759	1,405	561	60,709	(75,066)	68,717
Retained earnings			28,815	24,041	4	(78)	(73)	30,778	(48,149)	35,338
Other common stockholders’ equity			12,373	66,684	2	181	95	32,935	(99,621)	12,649
Noncontrolling interests			-	-	-	-	-	440	-	440
Total Liabilities and Stockholders’ Equity		$	81,798	130,464	765	1,508	583	124,862	(222,836)	117,144
*Includes intercompany loans.

		Millions of Dollars
Statement of Cash Flows		Three Months Ended March 31, 2013
		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 (used in) continuing operating
	activities	$	74	2,261	-	(2)	-	2,618	(343)	4,608
Net cash provided by discontinued operations			-	-	-	-	-	172	(50)	122
Net Cash Provided by (Used in) Operating Activities			74	2,261	-	(2)	-	2,790	(393)	4,730
Cash Flows From Investing Activities
Capital expenditures and investments			-	(448)	-	-	-	(2,943)	-	(3,391)
Proceeds from asset dispositions			-	4	-	-	-	1,130	-	1,134
Net sales of short-term investments			-	-	-	-	-	(23)	-	(23)
Long-term advances/loans—related parties			-	2	-	-	-	(7)	5	-
Collection of advances/loans—related parties			-	14	-	-	-	1,609	(1,566)	57
Other			-	-	-	-	-	(21)	-	(21)
Net cash used in continuing investing activities			-	(428)	-	-	-	(255)	(1,561)	(2,244)
Net cash used in discontinued operations			-	-	-	-	-	(189)	-	(189)
Net Cash Used in Investing Activities			-	(428)	-	-	-	(444)	(1,561)	(2,433)
Cash Flows From Financing Activities
Issuance of debt			-	-	-	-	-	5	(5)	-
Repayment of debt			-	(1,566)	-	-	-	(48)	1,566	(48)
Change in restricted cash			748	-	-	-	-	-	-	748
Issuance of company common stock			(10)	-	-	-	-	-	-	(10)
Dividends paid			(815)	-	-	-	-	(343)	343	(815)
Other			1	-	-	-	-	(206)	-	(205)
Net cash used in continuing financing activities			(76)	(1,566)	-	-	-	(592)	1,904	(330)
Net cash used in discontinued operations			-	-	-	-	-	(50)	50	-
Net Cash Used in Financing Activities			(76)	(1,566)	-	-	-	(642)	1,954	(330)
Effect of Exchange Rate Changes
	on Cash and Cash Equivalents		-	-	-	-	-	(163)	-	(163)
Net Change in Cash and Cash Equivalents			(2)	267	-	(2)	-	1,541	-	1,804
Cash and cash equivalents at beginning of period			2	12	6	50	2	3,546	-	3,618
Cash and Cash Equivalents at End of Period		$	-	279	6	48	2	5,087	-	5,422
Statement of Cash Flows		Three Months Ended March 31, 2012
Cash Flows From Operating Activities
Net cash provided by (used in) continuing
	operating activities	$	3,011	3,737	-	(1)	-	(257)	(2,420)	4,070
Net cash provided by (used in) discontinued
	operations		-	167	-	-	-	(56)	1	112
Net Cash Provided by (Used in) Operating Activities			3,011	3,904	-	(1)	-	(313)	(2,419)	4,182
Cash Flows From Investing Activities
Capital expenditures and investments			(303)	(470)	-	-	-	(3,348)	303	(3,818)
Proceeds from asset dispositions			-	-	-	-	-	1,102	-	1,102
Net purchases of short-term investments			-	-	-	-	-	92	-	92
Long-term advances/loans—related parties			-	(2)	-	-	-	(3,004)	3,006	-
Collection of advances/loans—related parties			-	92	-	-	-	28	(82)	38
Other			-	-	-	-	-	7	-	7
Net cash used in continuing investing activities			(303)	(380)	-	-	-	(5,123)	3,227	(2,579)
Net cash provided by (used in) discontinued
	operations		-	(163)	-	-	-	7,932	(8,200)	(431)
Net Cash Provided by (Used in) Investing Activities			(303)	(543)	-	-	-	2,809	(4,973)	(3,010)
Cash Flows From Financing Activities
Issuance of debt			-	3,000	-	-	-	6	(3,006)	-
Repayment of debt			-	(8,215)	-	-	-	(114)	8,282	(47)
Issuance of company common stock			36	-	-	-	-	-	-	36
Repurchase of company common stock			(1,899)	-	-	-	-	-	-	(1,899)
Dividends paid			(843)	-	-	-	-	(2,308)	2,308	(843)
Other			(2)	-	-	-	-	(198)	1	(199)
Net cash used in continuing financing activities			(2,708)	(5,215)	-	-	-	(2,614)	7,585	(2,952)
Net cash used in discontinued operations			-	(5)	-	-	-	(120)	(193)	(318)
Net Cash Used in Financing Activities			(2,708)	(5,220)	-	-	-	(2,734)	7,392	(3,270)
Effect of Exchange Rate Changes
	on Cash and Cash Equivalents		-	-	-	-	-	25	-	25
Net Change in Cash and Cash Equivalents			-	(1,859)	-	(1)	-	(213)	-	(2,073)
Cash and cash equivalents at beginning of period			-	2,028	1	38	1	3,712	-	5,780
Cash and Cash Equivalents at End of Period		$	-	169	1	37	1	3,499	-	3,707

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Discontinued Operations (Tables)

3 Months Ended

Mar. 31, 2013

Discontinued Operations and Disposal Groups [Abstract]

The carrying value of the major categories of assets and liabilities and operating results

Sales and other operating revenues and income from discontinued operations related to Phillips 66 for the
three-month period ended March 31, 2012, were as follows:
		Millions of Dollars
Sales and other operating revenues from discontinued
	operations	$	45,498
Income from discontinued operations before-tax		$	1,008
Income tax expense			294
Income from discontinued operations		$	714

		Millions of Dollars
			March 31	December 31
			2013	2012
Assets
Accounts and notes receivable		$	302	268
Accounts and notes receivable—related parties			2	1
Inventories			48	44
Prepaid expenses and other current assets			154	220
	Total current assets of discontinued operations		506	533
Investments and long-term receivables			281	272
Loans and advances—related parties			22	29
Net properties, plants and equipment			6,775	6,629
Other assets			2	4
Total assets of discontinued operations		$	7,586	7,467
Liabilities
Accounts payable		$	437	471
Accrued income and other taxes			154	125
	Total current liabilities of discontinued operations		591	596
Asset retirement obligations and accrued environmental costs			133	131
Deferred income taxes			777	759
Total liabilities of discontinued operations		$	1,501	1,486

Sales and other operating revenues and income from discontinued operations related to the Disposition Group were as follows:
		Millions of Dollars
		Three Months Ended
		March 31
		2013		2012
Sales and other operating revenues from discontinued
	operations	$	329	391
Income from discontinued operations before-tax		$	120	202
Income tax expense (benefit)			(9)	140
Income from discontinued operations		$	129	62

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Basis of Presentation

3 Months Ended

Mar. 31, 2013

Basis of Presentation [Abstract]

Basis of Presentation

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 2012 Annual Report on Form 10-K.

As a result of our separation of Phillips 66 on April 30, 2012, the results of operations for our former refining, marketing and transportation businesses; most of our former Midstream segment; our former Chemicals segment; and our power generation and certain technology operations included in our former Emerging Businesses segment (collectively, our “Downstream business”), have been classified as discontinued operations for the period ended March 31, 2012. In addition, the results of operations for our interest in the North Caspian Sea Production Sharing Agreement (Kashagan) and our Algerian and Nigerian businesses have been classified as discontinued operations for all periods presented. See Note 3—Discontinued Operations, for additional information. Unless indicated otherwise, the information in the Notes to the Consolidated Financial Statements relates to our continuing operations.

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Inventories (Tables)

3 Months Ended

Mar. 31, 2013

Inventories [Abstract]

Inventories

Note 5—Inventories
Inventories consisted of the following:
	Millions of Dollars
	March 31		December 31
		2013	2012
Crude oil and petroleum products	$	396	244
Materials, supplies and other		737	721
	$	1,133	965

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Related Party Transactions (Tables)

3 Months Ended

Mar. 31, 2013

Related Party Transactions [Abstract]

Significant transactions with related parties

Note 20—Related Party Transactions
We consider our equity method investments to be related parties. Significant transactions with related parties were:
		Millions of Dollars
		Three Months Ended
		March 31
		2013		2012
Operating revenues and other income		$	8	23
Purchases			41	43
Operating expenses and selling, general and administrative expenses			46	40
Net interest expense*			9	11
*We paid interest to, or received interest from, various affiliates, including FCCL Partnership. See Note 7—Investments, Loans and Long-Term
	Receivables, for additional information on loans to affiliated companies.

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Joint Venture Acquisition Obligation (Details) (USD $)	3 Months Ended
	Mar. 31, 2013
Joint Venture Acquisition Obligation (Textual) [Abstract]
Initial acquisition obligation to joint venture	$ 7,500,000,000
Time period for contribution	10
Quarterly principal and interest payments for joint venture acquisition obligation	237,000,000
Short-term portion of principal obligation amount	782,000,000
Principal payment for joint venture obligation	$ 189,000,000
Fixed-rate on joint venture acquisition obligation	5.30%
Percentage of quarterly interest payment as capital contribution	50.00%

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Employee Benefit Plans (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
U.S. (Pension Benefits) [Member]
Components of Net Periodic Benefit Cost
Service cost	$ 35	$ 58
Interest cost	36	63
Expected return on plan assets	(47)	(74)
Amortization of prior service cost	1	2
Recognized net actuarial (gain) loss	38	59
Net periodic benefit cost	63	108
Int'l (Pension Benefits) [Member]
Components of Net Periodic Benefit Cost
Service cost	26	28
Interest cost	37	43
Expected return on plan assets	(41)	(43)
Amortization of prior service cost	(2)	(2)
Recognized net actuarial (gain) loss	19	18
Net periodic benefit cost	39	44
Other Benefits [Member]
Components of Net Periodic Benefit Cost
Service cost	1	2
Interest cost	6	10
Expected return on plan assets	0	0
Amortization of prior service cost	(1)	(1)
Recognized net actuarial (gain) loss	1	(1)
Net periodic benefit cost	$ 7	$ 10

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Consolidated Income Statement (USD $) In Millions, except Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2013		Mar. 31, 2012
Revenues and Other Income
Sales and other operating revenues	$ 14,166		$ 14,593
Equity in earnings of affiliates	362		490
Gain (loss) on dispositions	58		940
Other income	65		60
Total Revenues and Other Income	14,651		16,083
Costs and Expenses
Purchased commodities	5,834		6,078
Production and operating expenses	1,687		1,559
Selling, general and administrative expenses	165		326
Exploration expenses	277		675
Depreciation, depletion and amortization	1,807		1,571
Impairments	2		214
Taxes other than income taxes	892		1,095
Accretion on discounted liabilities	106		105
Interest and debt expense	130		190
Foreign currency transaction (gains) losses	(36)		5
Total Costs and Expenses	10,864		11,818
Income from continuing operations before income taxes	3,787		4,265
Provision for income taxes	1,763		2,086
Income (Loss) From Continuing Operations	2,024		2,179
Income from discontinued operations	129	[1]	776	[1]
Net income (loss)	2,153		2,955
Less: net income attributable to noncontrolling interests	(14)		(18)
Net Income (Loss) Attributable to ConocoPhillips	2,139		2,937
Amounts Attributable to ConocoPhillips Common Shareholders:
Income from continuing operations	2,010		2,163
Income from discontinued operations	129		774
Net Income (Loss) Attributable to ConocoPhillips	$ 2,139		$ 2,937
Earnings Per Share, Basic [Abstract]
Continuing operations	$ 1.64		$ 1.69
Discontinued operations	$ 0.10		$ 0.60
Net Income Attributable to ConocoPhillips Per Share of Common Stock	$ 1.74		$ 2.29
Earnings Per Share, Diluted [Abstract]
Continuing operations	$ 1.63		$ 1.67
Discontinued operations	$ 0.10		$ 0.60
Net Income Attributable to ConocoPhillips Per Share of Common Stock	$ 1.73		$ 2.27
Dividends Paid Per Share of Common Stock (dollars)	$ 0.66		$ 0.66
Average Common Shares Outstanding (in thousands)
Basic	1,229,232		1,283,493
Diluted	1,235,907		1,293,104

[1] *Net of provision for income taxes on discontinued operations of: 2013 $(9) ;2012 $434

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Variable Interest Entities (VIEs) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013 Freeport GP [Member]	Mar. 31, 2013 Freeport LNG [Member]	Dec. 31, 2012 Freeport LNG [Member]
Variable Interest Entities (VIEs) (Textual) [Abstract]
Ownership percentage in joint venture	50.00%
Long-term agreement with Freeport LNG to use LNG regasification capacity, cubic feet per day	900,000,000
Loan balance with affiliated company		$ 551	$ 565
Prepaid balance of terminal use agreement		$ 244

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Consolidated Balance Sheet (Parenthetical) (USD $) In Millions, except Share data, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Consolidated Balance Sheet [Abstract]
Allowance for accounts and notes receivable	$ 10	$ 10
Accumulated depreciation, depletion and amortization	$ 59,518	$ 58,916
Common stock, shares authorized	2,500,000,000	2,500,000,000
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares issued	1,764,891,853	1,762,247,949
Treasury stock, shares	542,230,673	542,230,673

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Derivative and Financial Instruments - Commodity Notional (Details 2)	Mar. 31, 2013 ft3	Dec. 31, 2012 ft3
Natural gas and power, Fixed price [Member]
Trading Activity, Gains and Losses, Net [Line Items]
Commodity derivatives - volumetric material net exposures	(22,000,000,000)	(48,000,000,000)
Natural gas and power, Basis [Member]
Trading Activity, Gains and Losses, Net [Line Items]
Commodity derivatives - volumetric material net exposures	(1,000,000,000)	125,000,000,000

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Derivative and Financial Instruments (Tables)

3 Months Ended

Mar. 31, 2013

Derivative and Financial Instruments [Abstract]

Balance sheet location and fair value amounts of derivatives

The following table presents the gross fair values of our commodity derivatives, excluding collateral, and the line items where they appear on our consolidated balance sheet:
	Millions of Dollars
	March 31		December 31
	2013		2012
Assets
Prepaid expenses and other current assets	$	1,402	1,538
Other assets		98	105
Liabilities
Other accruals		1,461	1,509
Other liabilities and deferred credits		94	99

The following table presents the gross fair values of our foreign currency exchange derivatives, excluding collateral, and the line items where they appear on our consolidated balance sheet:
	Millions of Dollars
	March 31		December 31
	2013		2012
Assets
Prepaid expenses and other current assets	$	12	32
Liabilities
Other accruals		5	2
Other liabilities and deferred credits		-	1

Income statement location and gain/loss amounts of derivatives

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
	March 31
	2013		2012
Sales and other operating revenues	$	(208)	(403)
Other income		2	(6)
Purchased commodities		185	398

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
	March 31
	2013		2012
Foreign currency transaction (gains) losses	$	22	(15)

Net exposures from outstanding commodity derivative contracts

The table below summarizes our material net exposures resulting from outstanding commodity derivative contracts.
	Open Position
	Long/(Short)
	March 31		December 31
	2013		2012
Natural gas and power (billions of cubic feet equivalent)
Fixed price		(22)	(48)
Basis		(1)	125

We had the following net notional position of outstanding foreign currency exchange derivatives:
		In Millions
		Notional Currency
	March 31		December 31
		2013	2012
Sell U.S. dollar, buy other currencies*	USD	-	2,573
Buy U.S. dollar, sell other currencies**	USD	842	140
Buy British pound, sell euro	GBP	11	-
Buy euro, sell British pound	EUR	-	96
*Primarily euro, Canadian dollar, Norwegian krone and British pound.
**Primarily euro, Canadian dollar and Norwegian krone.

Balances of financial instruments

These balances consisted of the following:
	Millions of Dollars
	Carrying Amount
	Cash and Cash Equivalents			Short-Term Investments
	March 31		December 31	March 31	December 31
	2013		2012	2013	2012
Cash	$	681	829	-	-
Time Deposits		4,741	2,789	-	-
Commercial Paper		-	-	23	-
	$	5,422	3,618	23	-

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Fair Value Measurement - FV Hierarchy (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Deferred compensation investments	$ 309	$ 305
Commodity derivatives - assets, gross	1,497	1,637
Total assets	1,806	1,942
Commodity derivatives - liabilities, gross	1,552	1,602
Total liabilities	1,552	1,602
Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Deferred compensation investments	309	305
Commodity derivatives - assets, gross	972	1,052
Total assets	1,281	1,357
Commodity derivatives - liabilities, gross	990	1,031
Total liabilities	990	1,031
Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Commodity derivatives - assets, gross	512	567
Total assets	512	567
Commodity derivatives - liabilities, gross	561	567
Total liabilities	561	567
Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Commodity derivatives - assets, gross	13	18
Total assets	13	18
Commodity derivatives - liabilities, gross	1	4
Total liabilities	$ 1	$ 4

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Derivative and Financial Instruments

3 Months Ended

Mar. 31, 2013

Derivative and Financial Instruments [Abstract]

Derivative and Financial Instruments

Note 15—Derivative and Financial Instruments

Derivative Instruments

We use futures, forwards, swaps and options in various markets to meet our customer needs and capture market opportunities. Our commodity business primarily consists of natural gas, crude oil, bitumen, LNG and natural gas liquids. Under our current business model, we are not required to register as a Swap Dealer or Major Swap Participant.

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 the consolidated statement of cash flows. On the 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 appear on our consolidated balance sheet:
	Millions of Dollars
	March 31		December 31
	2013		2012
Assets
Prepaid expenses and other current assets	$	1,402	1,538
Other assets		98	105
Liabilities
Other accruals		1,461	1,509
Other liabilities and deferred credits		94	99

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
	March 31
	2013		2012
Sales and other operating revenues	$	(208)	(403)
Other income		2	(6)
Purchased commodities		185	398

The table below summarizes our material net exposures resulting from outstanding commodity derivative contracts.
	Open Position
	Long/(Short)
	March 31		December 31
	2013		2012
Natural gas and power (billions of cubic feet equivalent)
Fixed price		(22)	(48)
Basis		(1)	125

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 appear on our consolidated balance sheet:
	Millions of Dollars
	March 31		December 31
	2013		2012
Assets
Prepaid expenses and other current assets	$	12	32
Liabilities
Other accruals		5	2
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
	March 31
	2013		2012
Foreign currency transaction (gains) losses	$	22	(15)

We had the following net notional position of outstanding foreign currency exchange derivatives:
		In Millions
		Notional Currency
	March 31		December 31
		2013	2012
Sell U.S. dollar, buy other currencies*	USD	-	2,573
Buy U.S. dollar, sell other currencies**	USD	842	140
Buy British pound, sell euro	GBP	11	-
Buy euro, sell British pound	EUR	-	96
*Primarily euro, Canadian dollar, Norwegian krone and British pound.
**Primarily euro, Canadian dollar and Norwegian krone.

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 were90 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
	March 31		December 31	March 31	December 31
	2013		2012	2013	2012
Cash	$	681	829	-	-
Time Deposits		4,741	2,789	-	-
Commercial Paper		-	-	23	-
	$	5,422	3,618	23	-

In conjunction with the separation of our Downstream business, we received a special cash distribution from Phillips 66. See Note 3—Discontinued Operations, for additional information. The balance of the special cash distribution was zero at March 31, 2013, and $748million at December 31, 2012and was included in “Restricted cash” on our consolidated balance sheet. At December 31, 2012, the funds in the restricted cash account were invested in money market funds with maturities within 90 days from December 31, 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 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 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, such as certain transactions administered through the New York Mercantile Exchange or the IntercontinentalExchange.

The aggregate fair value of all derivative instruments with such credit-risk-related contingent features that were in a liability position on March 31, 2013, and December 31, 2012, was $143 million and $130 million, respectively. For these instruments, no collateral was posted as ofMarch 31, 2013or December 31, 2012. If our credit rating had been lowered one level from its “A” rating (per Standard and Poor's) on March 31, 2013, 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 $143million of additional collateral, either with cash or letters of credit.

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Fair Value Measurement (Tables)

3 Months Ended

Mar. 31, 2013

Fair Value Measurement [Abstract]

Fair value hierarchy for gross financial assets and liabilities

		Millions of Dollars
		March 31, 2013					December 31, 2012
		Level 1		Level 2	Level 3	Total	Level 1	Level 2	Level 3	Total
Assets
Deferred compensation
	investments	$	309	-	-	309	305	-	-	305
Commodity derivatives			972	512	13	1,497	1,052	567	18	1,637
Total assets		$	1,281	512	13	1,806	1,357	567	18	1,942
Liabilities
Commodity derivatives		$	990	561	1	1,552	1,031	567	4	1,602
Total liabilities		$	990	561	1	1,552	1,031	567	4	1,602

Commodity derivative balances subject to right of setoff

The following table summarizes those commodity derivative balances subject to the right of setoff as presented
on our consolidated balance sheet:
	Millions of Dollars
	Gross		Gross	Net Amounts		Net Amounts
	Amounts		Amounts	Excluding	Cash	Subject
	Recognized		Offset	Collateral	Collateral	to Setoff
March 31, 2013
Assets	$	1,475	1,304	171	29	142
Liabilities		1,523	1,304	219	56	163
December 31, 2012
Assets	$	1,621	1,403	218	29	189
Liabilities		1,588	1,403	185	16	169
At March 31, 2013, and December 31, 2012, we did not present any amounts gross on our consolidated
balance sheet where we had the right of setoff.

Net fair value of financial instruments

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
	March 31		December 31	March 31	December 31
	2013		2012	2013	2012
Financial assets
Deferred compensation investments	$	309	305	309	305
Commodity derivatives		181	221	181	221
Total loans and advances—related parties		1,629	1,697	1,820	1,916
Financial liabilities
Total debt, excluding capital leases		21,654	21,709	25,855	26,349
Total joint venture acquisition obligation		3,392	3,582	3,740	3,968
Commodity derivatives		209	199	209	199

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Accumulated Other Comprehensive Income

3 Months Ended

Mar. 31, 2013

Accumulated Other Comprehensive Income [Abstract]

Accumulated Other Comprehensive Income

Note 17—Accumulated Other Comprehensive Income
Accumulated other comprehensive income in the equity section of the balance sheet included:
	Millions of Dollars
	Defined Benefit Plans		Foreign Currency Translation	Accumulated Other Comprehensive Income (Loss)
December 31, 2012	$	(1,425)	5,512	4,087
Other comprehensive income (loss)		35	(644)	(609)
March 31, 2013	$	(1,390)	4,868	3,478

At March 31, 2013, $35 million of accumulated other comprehensive income, net of $22 million of income tax expense, related to our defined benefit plans was amortized. The components of the employee benefit plan-related other comprehensive income items are included in the computation of net periodic pension cost. See Note 19—Employee Benefit Plans, for additional information.

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

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Fair Value Measurement (Details Textual) (USD $) In Millions, unless otherwise specified	3 Months Ended	12 Months Ended
	Mar. 31, 2013	Dec. 31, 2012
Reported Fair Values of Financial Instruments (Textual) [Abstract]
Effective yield rate	0.66%	0.70%
Kashagan [Member]
Non-Recurring Fair Value Measurement [Line Items]
Impairment of asset held for sale	$ 43	$ 606
Carrying Value	$ 5,070

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Consolidated Statement of Cash Flows (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013		Mar. 31, 2012
Cash Flows From Operating Activities
Net Income	$ 2,153		$ 2,955
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation, depletion and amortization	1,807		1,571
Impairments	2		214
Dry hole costs and leasehold impairments	36		518
Accretion on discounted liabilities	106		105
Deferred taxes	241		131
Undistributed equity earnings	(29)		(77)
Gain (loss) on dispositions	(58)		(940)
Income from discontinued operations	(129)	[1]	(776)	[1]
Other	(503)		173
Working capital adjustments
Decrease (increase) in accounts and notes receivable	249		166
Decrease (increase) in inventories	(177)		83
Decrease (increase) in prepaid expenses and other current assets	(131)		79
Increase (decrease) in accounts payable	528		(55)
Increase (decrease) in taxes and other accruals	513		(77)
Net cash provided by continuing operating activities	4,608		4,070
Net cash provided by discontinued operations	122		112
Net Cash Provided by (Used in) Operating Activities	4,730		4,182
Cash Flows From Investing Activities
Capital expenditures and investments	(3,391)		(3,818)
Proceeds from asset dispositions	1,134		1,102
Net sales (purchases) of short-term investments	(23)		92
Collection of advances/loans-related parties	57		38
Other	(21)		7
Net cash Provided by (used in) continuing investing activities	(2,244)		(2,579)
Net cash provided by (used in) discontinued operations	(189)		(431)
Net Cash Provided by (Used in) Investing Activities	(2,433)		(3,010)
Cash Flows From Financing Activities
Repayment of debt	(48)		(47)
Change in restricted cash	748
Issuance of company common stock	(10)		36
Repurchase of company common stock			(1,899)
Dividends paid	(815)		(843)
Other	(205)		(199)
Net cash provided by (used in) continuing financing activities	(330)		(2,952)
Net cash used in discontinued operations			(318)
Net Cash Providec by (Used in) Financing Activities	(330)		(3,270)
Effect of Exchange Rate Changes on Cash and Cash Equivalents	(163)		25
Net Change in Cash and Cash Equivalents	1,804		(2,073)
Cash and cash equivalents at beginning of period	3,618		5,780
Cash and Cash Equivalents at End of Period	$ 5,422		$ 3,707

[1] *Net of provision for income taxes on discontinued operations of: 2013 $(9) ;2012 $434

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Consolidated Income Statement (Parenthetical) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Consolidated Income Statement [Abstract]
Net of provision for income taxes on discontinued operations	$ (9)	$ 434

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Debt

3 Months Ended

Mar. 31, 2013

Debt [Abstract]

Debt

Note 10—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 QG3. Commercial paper maturities are generally limited to 90 days.

At March 31, 2013, and December 31, 2012, we had no direct outstanding borrowings or lettersof credit issued under our revolving credit facilities. In addition, under the ConocoPhillips Qatar Funding Ltd. commercial paper program, there was $1,008 million of commercial paper outstanding at March 31, 2013, compared with $1,055 million at December 31, 2012.Since we had $1,008million of commercial paper outstanding and had issued no letters of credit, we had access to $6.5 billion in borrowing capacity under our revolving credit facilities at March 31, 2013.

At March 31, 2013, we classified $920 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.

In April 2013, we repaid the following debt instruments at maturity:

• The $100 million 7.625% Debentures due 2013.
• The $750 million 5.50% Notes due 2013

XML

Document and Entity Information	3 Months Ended
	Mar. 31, 2013
Document and Entity Information [Abstract]
Entity Registrant Name	CONOCOPHILLIPS
Entity Central Index Key	0001163165
Document Type	10-Q
Document Period End Date	Mar. 31, 2013
Amendment Flag	false
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q1
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding	1,222,661,180

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Joint Venture Acquisition Obligation

3 Months Ended

Mar. 31, 2013

Investments, Loans and Long-Term Receivables [Abstract]

Joint Venture Acquisition Obligation

Note 11—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 $782 million was short-term and was included in the “Accounts payable—related parties” line on our March 31, 2013, consolidated balance sheet. The principal portion of these payments, which totaled $189 million in the first three months of 2013, 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.

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Supplementary Information - Condensed Consolidating Financial Information - Inc Stmt (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013		Mar. 31, 2012
Revenues and Other Income
Sales and other operating revenues	$ 14,166		$ 14,593
Equity in earnings of affiliates	362		490
Gain (loss) on dispositions	58		940
Other income	65		60
Total Revenues and Other Income	14,651		16,083
Costs and Expenses
Purchased commodities	5,834		6,078
Production and operating expenses	1,687		1,559
Selling, general and administrative expenses	165		326
Exploration expenses	277		675
Depreciation, depletion and amortization	1,807		1,571
Impairments	2		214
Taxes other than income taxes	892		1,095
Accretion on discounted liabilities	106		105
Interest and debt expense	130		190
Foreign currency transaction (gains) losses	(36)		5
Total Costs and Expenses	10,864		11,818
Income from continuing operations before income taxes	3,787		4,265
Provision for income taxes	1,763		2,086
Income (Loss) From Continuing Operations	2,024		2,179
Income (loss) from discontinued operations	129	[1]	776	[1]
Net income (loss)	2,153		2,955
Less: net income attributable to noncontrolling interests	(14)		(18)
Net Income (Loss) Attributable to ConocoPhillips	2,139		2,937
Comprehensive Income Attributable to ConocoPhillips	1,530		3,823
ConocoPhillips [Member]
Revenues and Other Income
Equity in earnings of affiliates	2,391		2,514
Other income	1		1
Intercompany revenues	20		1
Total Revenues and Other Income	2,412		2,516
Costs and Expenses
Selling, general and administrative expenses	4		5
Interest and debt expense	586		540
Foreign currency transaction (gains) losses	17
Total Costs and Expenses	607		545
Income from continuing operations before income taxes	1,805		1,971
Provision for income taxes	(205)		(190)
Income (Loss) From Continuing Operations	2,010		2,161
Income (loss) from discontinued operations	129		776
Net income (loss)	2,139		2,937
Net Income (Loss) Attributable to ConocoPhillips	2,139		2,937
Comprehensive Income Attributable to ConocoPhillips	1,530		3,823
ConocoPhillips Company [Member]
Revenues and Other Income
Sales and other operating revenues	4,464		4,292
Equity in earnings of affiliates	2,874		2,701
Gain (loss) on dispositions	(2)		0
Other income	45		31
Intercompany revenues	51		440
Total Revenues and Other Income	7,432		7,464
Costs and Expenses
Purchased commodities	3,929		3,807
Production and operating expenses	310		267
Selling, general and administrative expenses	122		263
Exploration expenses	143		90
Depreciation, depletion and amortization	208		204
Taxes other than income taxes	77		82
Accretion on discounted liabilities	14		13
Interest and debt expense	83		81
Foreign currency transaction (gains) losses	8		(28)
Total Costs and Expenses	4,894		4,779
Income from continuing operations before income taxes	2,538		2,685
Provision for income taxes	147		171
Income (Loss) From Continuing Operations	2,391		2,514
Income (loss) from discontinued operations	129		776
Net income (loss)	2,520		3,290
Net Income (Loss) Attributable to ConocoPhillips	2,520		3,290
Comprehensive Income Attributable to ConocoPhillips	1,911		4,176
ConocoPhillips Australia Funding Company [Member]
Revenues and Other Income
Intercompany revenues	11		11
Total Revenues and Other Income	11		11
Costs and Expenses
Interest and debt expense	10		10
Total Costs and Expenses	10		10
Income from continuing operations before income taxes	1		1
Income (Loss) From Continuing Operations	1		1
Net income (loss)	1		1
Net Income (Loss) Attributable to ConocoPhillips	1		1
Comprehensive Income Attributable to ConocoPhillips	1		1
ConocoPhillips Canada Funding Company I [Member]
Revenues and Other Income
Intercompany revenues	22		22
Total Revenues and Other Income	22		22
Costs and Expenses
Interest and debt expense	19		19
Foreign currency transaction (gains) losses	(22)		11
Total Costs and Expenses	(3)		30
Income from continuing operations before income taxes	25		(8)
Provision for income taxes	(1)		6
Income (Loss) From Continuing Operations	26		(14)
Net income (loss)	26		(14)
Net Income (Loss) Attributable to ConocoPhillips	26		(14)
Comprehensive Income Attributable to ConocoPhillips	(4)		19
ConocoPhillips Canada Funding Company II [Member]
Revenues and Other Income
Intercompany revenues	8		8
Total Revenues and Other Income	8		8
Costs and Expenses
Interest and debt expense	8		8
Foreign currency transaction (gains) losses	(14)		16
Total Costs and Expenses	(6)		24
Income from continuing operations before income taxes	14		(16)
Provision for income taxes	1		(1)
Income (Loss) From Continuing Operations	13		(15)
Net income (loss)	13		(15)
Net Income (Loss) Attributable to ConocoPhillips	13		(15)
Comprehensive Income Attributable to ConocoPhillips	1		(2)
All Other Subsidiaries [Member]
Revenues and Other Income
Sales and other operating revenues	9,702		10,301
Equity in earnings of affiliates	405		462
Gain (loss) on dispositions	60		940
Other income	19		28
Intercompany revenues	1,653		825
Total Revenues and Other Income	11,839		12,556
Costs and Expenses
Purchased commodities	3,064		2,975
Production and operating expenses	1,379		1,307
Selling, general and administrative expenses	56		66
Exploration expenses	134		585
Depreciation, depletion and amortization	1,599		1,367
Impairments	2		214
Taxes other than income taxes	815		1,013
Accretion on discounted liabilities	92		92
Interest and debt expense	11		112
Foreign currency transaction (gains) losses	(25)		6
Total Costs and Expenses	7,127		7,737
Income from continuing operations before income taxes	4,712		4,819
Provision for income taxes	1,821		2,100
Income (Loss) From Continuing Operations	2,891		2,719
Income (loss) from discontinued operations	129		777
Net income (loss)	3,020		3,496
Less: net income attributable to noncontrolling interests	(14)		(18)
Net Income (Loss) Attributable to ConocoPhillips	3,006		3,478
Comprehensive Income Attributable to ConocoPhillips	2,392		4,283
Consolidating Adjustments [Member]
Revenues and Other Income
Equity in earnings of affiliates	(5,308)		(5,187)
Intercompany revenues	(1,765)		(1,307)
Total Revenues and Other Income	(7,073)		(6,494)
Costs and Expenses
Purchased commodities	(1,159)		(704)
Production and operating expenses	(2)		(15)
Selling, general and administrative expenses	(17)		(8)
Interest and debt expense	(587)		(580)
Total Costs and Expenses	(1,765)		(1,307)
Income from continuing operations before income taxes	(5,308)		(5,187)
Income (Loss) From Continuing Operations	(5,308)		(5,187)
Income (loss) from discontinued operations	(258)		(1,553)
Net income (loss)	(5,566)		(6,740)
Net Income (Loss) Attributable to ConocoPhillips	(5,566)		(6,740)
Comprehensive Income Attributable to ConocoPhillips	$ (4,301)		$ (8,477)

[1] *Net of provision for income taxes on discontinued operations of: 2013 $(9) ;2012 $434

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Consolidated Statement of Comprehensive Income (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013		Mar. 31, 2012
Consolidated Statement of Comprehensive Income [Abstract]
Net Income	$ 2,153		$ 2,955
Defined benefit plans
Reclassification adjustment for amortization of prior service cost (credit) included in net income	(1)		(1)
Net change	(1)		(1)
Reclassification adjustment for amortization of net actuarial losses included in net income	57		78
Net change	57		78
Nonsponsored plans	1	[1]	3	[1]
Income taxes on defined benefit plans	(22)		(29)
Defined benefit plans, net of tax	35		51
Foreign currency translation adjustments	(644)		852
Reclassification adjustment for gain included in net income	(4)		1
Income taxes on foreign currency translation adjustments	4		(19)
Foreign currency translation adjustments, net of tax	(644)		834
Hedging activities			1
Hedging activities, net of tax			1
Other Comprehensive Income (Loss), Net of Tax	(609)		886
Comprehensive Income	1,544		3,841
Less: comprehensive income attributable to noncontrolling interests	(14)		(18)
Comprehensive Income Attributable to ConocoPhillips	$ 1,530		$ 3,823

[1] *Plans for which ConocoPhillips is not the primary obligor?primarily those administered by equity affiliates.

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Inventories

3 Months Ended

Mar. 31, 2013

Inventories [Abstract]

Inventories

Note 5—Inventories
Inventories consisted of the following:
	Millions of Dollars
	March 31		December 31
		2013	2012
Crude oil and petroleum products	$	396	244
Materials, supplies and other		737	721
	$	1,133	965

Inventories valued on the last-in, first-out (LIFO) basis totaled $293 million and $147 million at March 31, 2013, and December 31, 2012, respectively. The estimated excess of current replacement cost over LIFO cost of inventories was approximately $200 million at bothMarch 31, 2013, and December 31, 2012.

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Variable Interest Entities (VIEs)

3 Months Ended

Mar. 31, 2013

Variable Interest Entities VIEs [Abstract]

Variable Interest Entities (VIEs)

Note 4—Variable InterestEntities (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 50percent 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, which expires in 2033. The terminal became operational in June 2008, and we began making payments under the terminal use agreement. At March 31, 2013, the prepaid balance of the terminal use agreement was $244 million, which is primarily reflected in the “Other assets” line on our consolidated balance sheet. Freeport LNG began making loan repayments in September 2008, and the loan balance outstanding was $551million at March 31, 2013, and $565 million at December 31, 2012.

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. Since we do not have the unilateral power to direct the key activities which most significantly impact its economic performance, we are not the primary beneficiary of Freeport LNG. These key activities primarily involve or relate to operating and maintaining the terminal. We also 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)

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.

As of March 31, 2013, we have not provided, nor do we expect to provide in the future, any financial support to APLNG other than amounts previously contractually required. In addition, unless we elect otherwise, we have no requirement to provide liquidity or purchase the assets of APLNG. See Note 7—Investments, Loans and Long-Term Receivables, and Note 13—Guarantees, for additional information.

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Fair Value Measurement

3 Months Ended

Mar. 31, 2013

Fair Value Measurement [Abstract]

Fair Value Measurement

Note 16—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 which 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. Transfers occur at the end of the reporting period. 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 commodity derivatives 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. 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
		March 31, 2013					December 31, 2012
		Level 1		Level 2	Level 3	Total	Level 1	Level 2	Level 3	Total
Assets
Deferred compensation
	investments	$	309	-	-	309	305	-	-	305
Commodity derivatives			972	512	13	1,497	1,052	567	18	1,637
Total assets		$	1,281	512	13	1,806	1,357	567	18	1,942
Liabilities
Commodity derivatives		$	990	561	1	1,552	1,031	567	4	1,602
Total liabilities		$	990	561	1	1,552	1,031	567	4	1,602

The following table summarizes those commodity derivative balances subject to the right of setoff as presented
on our consolidated balance sheet:
	Millions of Dollars
	Gross		Gross	Net Amounts		Net Amounts
	Amounts		Amounts	Excluding	Cash	Subject
	Recognized		Offset	Collateral	Collateral	to Setoff
March 31, 2013
Assets	$	1,475	1,304	171	29	142
Liabilities		1,523	1,304	219	56	163
December 31, 2012
Assets	$	1,621	1,403	218	29	189
Liabilities		1,588	1,403	185	16	169
At March 31, 2013, and December 31, 2012, we did not present any amounts gross on our consolidated
balance sheet where we had the right of setoff.

Non-Recurring Fair Value Measurement

We recorded a pre-tax loss of $43million to reduce net PP&E (held for sale) to fair value. As of March 31, 2013,the fair value, less costs to sell was $5,070 million. Since the fair value was determined by the negotiated selling price, it is classified as Level 1 in the fair value hierarchy. See Note 3—Discontinued Operations, for additional information.

Reported Fair Values of Financial Instruments

We used the following methods and assumptions to estimate the fair value of financial instruments:

• 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 7—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 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.At March 31, 2013, and December 31, 2012, effective yield rates were0.66 percent and 0.7 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 11—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
	March 31		December 31	March 31	December 31
	2013		2012	2013	2012
Financial assets
Deferred compensation investments	$	309	305	309	305
Commodity derivatives		181	221	181	221
Total loans and advances—related parties		1,629	1,697	1,820	1,916
Financial liabilities
Total debt, excluding capital leases		21,654	21,709	25,855	26,349
Total joint venture acquisition obligation		3,392	3,582	3,740	3,968
Commodity derivatives		209	199	209	199

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Noncontrolling Interests

3 Months Ended

Mar. 31, 2013

Noncontrolling Interests [Abstract]

Noncontrolling Interests

Note 12—Noncontrolling Interests
Activity attributable to common stockholders’ equity and noncontrolling interests for the first three months of 2013 and 2012 was as follows:
		Millions of Dollars
		2013				2012
		Common Stockholders’ Equity		Non-Controlling Interest	Total Equity	Common Stockholders’ Equity	Non-Controlling Interest	Total Equity
Balance at January 1		$	47,987	440	48,427	65,239	510	65,749
Net income			2,139	14	2,153	2,937	18	2,955
Dividends			(815)	-	(815)	(843)	-	(843)
Repurchase of company
	common stock		-	-	-	(1,899)	-	(1,899)
Distributions to noncontrolling
	interests		-	(17)	(17)	-	(19)	(19)
Other changes, net*			(508)	-	(508)	1,115	-	1,115
Balance at March 31		$	48,803	437	49,240	66,549	509	67,058
*Includes components of other comprehensive income, which are disclosed separately in the Consolidated Statement of Comprehensive Income.

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Suspended Wells

3 Months Ended

Mar. 31, 2013

Suspended Wells [Abstract]

Suspended Wells

Note 8—Suspended Wells

The capitalized cost of suspended wells at March 31, 2013, was $1,239 million, an increase of $201 million from $1,038 million at year-end 2012. No suspended wells were charged to dry hole expense during the first three months of 2013 relating to exploratory well costs capitalized for a period greater than one year as of December 31, 2012.

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Derivative and Financial Instruments - FX Balance Sheet (Details 3) (USD $) In Millions, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Prepaid Expenses and Other Current Assets [Member]
Derivatives, Fair Value [Line Items]
Foreign currency exchange derivative assets	$ 12	$ 32
Other Accruals [Member]
Derivatives, Fair Value [Line Items]
Foreign currency exchange derivative liabilities	5	2
Other liabilities and deferred credits [Member]
Derivatives, Fair Value [Line Items]
Foreign currency exchange derivative liabilities		$ 1

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Assets Held for Sale or Sold

3 Months Ended

Mar. 31, 2013

Assets Held for Sale or Sold [Abstract]

Assets Held for Sale or Sold

Note 6—Assets Held for Sale or Sold

Our interest in Kashagan and the Algerian and Nigerian business units were considered held for sale atMarch 31, 2013. These assets are classified as discontinued operations. See Note 3—Discontinued Operations, for additional information.

In March 2013, we sold the majority of our properties in the Cedar Creek Anticline for $989 million and recognized a before-tax loss on disposition of $62 million, which was included in the “Gain on dispositions” line on our consolidated income statement. At the time of the disposition, the carrying value of our interest, which was included in the Lower 48 and Latin America segment, was $1,051million, which included $1,079million of properties, plants and equipment(PP&E) and $28 million of asset retirement obligations.

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Investments, Loans and Long-Term Receivables

3 Months Ended

Mar. 31, 2013

Investments, Loans and Long-Term Receivables [Abstract]

Investments, Loans and Long-Term Receivables

Note 7—Investments, Loans and Long-Term Receivables

APLNG

In the fourth quarter of 2012, APLNG satisfied all conditions precedent to drawdown from the$8.5 billion project finance facility. The facility is comprised 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 13—Guarantees, for additional information.

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 4—Variable Interest Entities (VIEs), for additional information.

AtMarch 31, 2013, the book value of our equity method investment in APLNG was $10,402 million, which included $2,595 million of cumulative translation effects due to strengthening of the Australian dollar relative to the U.S. dollar over time, and is included in the “Investments and long-term receivables” line on our consolidated balance sheet.

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 March 31, 2013, included the following:

• $551 million in loan financing to Freeport LNG.
• $1,050 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.”

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Impairments

3 Months Ended

Mar. 31, 2013

Impairments [Abstract]

Impairments

Note 9—Impairments
During the three-month periods of 2013 and 2012, we recognized the following before-tax impairment
charges:
	Millions of Dollars
	Three Months Ended
	March 31
		2013	2012
Canada	$	-	213
Europe		-	1
Asia Pacific and Middle East		2	-
	$	2	214

The first quarter 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 2012due to a continued decline in market conditions and the lack of acceptable commercial terms. We also recorded a $481million impairment for the undeveloped leasehold costs associated with the project, which was included in the “Exploration expenses” line on our consolidated income statement.

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Derivative and Financial Instruments (Details Textual) (USD $) In Millions, unless otherwise specified			3 Months Ended
	Mar. 31, 2013	Dec. 31, 2012	Mar. 31, 2013 Financial instruments [Member]	Mar. 31, 2013 Trade receivables [Member]
Derivative and Financial Instruments [Abstract]
Restricted cash		$ 748
Credit Risk [Abstract]
Aggregate fair value of all derivative instruments in a liability position	143	130
Collateral was posted for derivative instruments in a liability position	0	0
Additional collateral, either in the form of cash or letters of credit	$ 143
Terms of financial instruments and trade receivables [Line items]
Terms of financial instruments and trade receivables			90 days	30 days

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Fair Value Measurement - FV of Commodity Derivatives (Details 1) (USD $) In Millions, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Offsetting Derivative Assets [Abstract]
Assets - gross amounts recognized	$ 1,475	$ 1,621
Assets - gross amounts offset	1,304	1,403
Assets - net amounts excluding collateral	171	218
Assets - cash collateral	29	29
Asssets - net amounts subject to setoff	142	189
Offsetting Derivative Liabilities [Abstract]
Liabilities - gross amounts recognized	1,523	1,588
Liabilities - gross amounts offset	1,304	1,403
Liabilities - net amounts excluding collateral	219	185
Liabilities - cash collateral	56	16
Liabilities - net amounts subject to setoff	$ 163	$ 169

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Derivative and Financial Instruments - Financial Instruments (Details 6) (USD $) In Millions, unless otherwise specified	Mar. 31, 2013		Dec. 31, 2012	Mar. 31, 2012	Dec. 31, 2011
Financial Instruments
Cash and cash equivalents	$ 5,422		$ 3,618	$ 3,707	$ 5,780
Short-term Investments	23	[1]
Cash [Member]
Financial Instruments
Cash and cash equivalents	681		829
Bank Time Deposits [Member]
Financial Instruments
Cash and cash equivalents	4,741		2,789
Commercial Paper [Member]
Financial Instruments
Short-term Investments	$ 23

[1] *Marketable securities.

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Noncontrolling Interests (Tables)

3 Months Ended

Mar. 31, 2013

Noncontrolling Interests [Abstract]

Change in equity attributable to non-controlling interests

Note 12—Noncontrolling Interests
Activity attributable to common stockholders’ equity and noncontrolling interests for the first three months of 2013 and 2012 was as follows:
		Millions of Dollars
		2013				2012
		Common Stockholders’ Equity		Non-Controlling Interest	Total Equity	Common Stockholders’ Equity	Non-Controlling Interest	Total Equity
Balance at January 1		$	47,987	440	48,427	65,239	510	65,749
Net income			2,139	14	2,153	2,937	18	2,955
Dividends			(815)	-	(815)	(843)	-	(843)
Repurchase of company
	common stock		-	-	-	(1,899)	-	(1,899)
Distributions to noncontrolling
	interests		-	(17)	(17)	-	(19)	(19)
Other changes, net*			(508)	-	(508)	1,115	-	1,115
Balance at March 31		$	48,803	437	49,240	66,549	509	67,058
*Includes components of other comprehensive income, which are disclosed separately in the Consolidated Statement of Comprehensive Income.

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Impairments (Details Textual) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Impairments (Textual) [Abstract]
Impairments	$ 2	$ 214
Exploration expenses	277	675
Mackenzie Gas Project [Member]
Impairments (Textual) [Abstract]
Impairments		213
Exploration expenses		$ 481

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Contingencies and Commitments

3 Months Ended

Mar. 31, 2013

Contingencies and Commitments [Abstract]

Contingencies and Commitments

Note 14—Contingencies and Commitments

A number of lawsuits involving a variety of claims arising in the ordinary course of business have been made against ConocoPhillips. 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. With respect to 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 March 31, 2013, our balance sheet included a total environmental accrual of $350 million, compared with $364 million at December 31, 2012. 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 March 31, 2013, we had performance obligations secured by letters of credit of $782 million (issued as direct bank letters of credit) related to various purchase commitments for materials, supplies, commercial activities and services 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 empresamixta 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, we filed a request for international arbitration on November 2, 2007, 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, and we anticipate an interim decision on key legal and factual issues in 2013.

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 the ICSIDtribunal, Ecuador confiscated the crude oil production of Burlington and its co-venturer and sold the 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. On April 24, 2012, Ecuador filed a supplemental counterclaim asserting environmental damages, which we believe are not material. The ICSID tribunal issued a decision on liability on December 14, 2012, in favor of Burlington, finding that Ecuador's seizure of Blocks 7 and 21 was an unlawful expropriation in violation of the Ecuador-U.S. Bilateral Investment Treaty. An additional arbitration phase is now proceeding to determine the damages owed to ConocoPhillips for Ecuador's actions.

ConocoPhillips served a Notice of Arbitration on the Timor-Leste Minister of Finance in October 2012 for outstanding disputes related to a series of tax assessments. Between 2010 and 2012, ConocoPhillips has paid, under protest, tax assessments totaling approximately $227 million, which are primarily recorded in the “Investments and long-term receivables” line on our consolidated balance sheet. The arbitration will be conducted in Singapore under the United Nations Commission on International Trade Laws (UNCITRAL) arbitration rules, pursuant to the terms of the Tax Stability Agreement with the Timor-Leste government. The arbitration process is currently underway. Future impacts on our business are not known at this time.

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Employee Benefit Plans

3 Months Ended

Mar. 31, 2013

Employee Benefit Plans [Abstract]

Employee Benefit Plans

Note 19—Employee Benefit Plans
Pension and Postretirement Plans
	Millions of Dollars
	Pension Benefits					Other Benefits
Three Months Ended	March 31					March 31
	2013			2012		2013	2012
	U.S.		Int’l.	U.S.	Int’l.
Components of Net Periodic Benefit Cost
Service cost	$	35	26	58	28	1	2
Interest cost		36	37	63	43	6	10
Expected return on plan assets		(47)	(41)	(74)	(43)	-	-
Amortization of prior service cost (credit)		1	(2)	2	(2)	(1)	(1)
Recognized net actuarial loss (gain)		38	19	59	18	1	(1)
Net periodic benefit cost	$	63	39	108	44	7	10

In connection with the separation of the Downstream business on April 30, 2012, ConocoPhillips entered into an Employee Matters Agreement with Phillips 66 which provides that employees of Phillips 66 will no longer participate in benefit plans sponsored or maintained by ConocoPhillips upon separation.  As such, changes in net periodic benefit cost included in the table above primarily relate to the employees of Phillips 66 no longer participating in the ConocoPhillips benefit plans for the three-monthperiod ended March 31, 2013.

During the first three months of 2013, we contributed $52 million to our domestic benefit plans and $50 million to our international benefit plans.

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Suspended Wells (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Dec. 31, 2012
Suspended Wells (Textual) [Abstract]
Capitalized cost of suspended wells	$ 1,239	$ 1,038
Increase (decrease) in capitalized cost of suspended wells	$ 201

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Segment Disclosures and Related Information (Tables)

3 Months Ended

Mar. 31, 2013

Segment Disclosures and Related Information [Abstract]

Analysis of Results by Operating Segment

Analysis of Results by Operating Segment
	Millions of Dollars
	Three Months Ended
	March 31
		2013	2012
Sales and Other Operating Revenues
Alaska	$	2,104	2,737
Lower 48 and Latin America		4,822	5,131
Intersegment eliminations		(29)	(115)
Lower 48 and Latin America		4,793	5,016
Canada		1,255	1,218
Intersegment eliminations		(158)	(136)
Canada		1,097	1,082
Europe		3,453	3,602
Intersegment eliminations		-	(72)
Europe		3,453	3,530
Asia Pacific and Middle East		2,218	1,896
Other International		483	310
Corporate and Other		18	22
Consolidated sales and other operating revenues	$	14,166	14,593

Net Income Attributable to ConocoPhillips
Alaska	$	543	620
Lower 48 and Latin America		133	255
Canada		133	(549)
Europe		431	389
Asia Pacific and Middle East		918	1,738
Other International		14	21
Corporate and Other		(162)	(311)
Discontinued operations		129	774
Consolidated net income attributable to ConocoPhillips	$	2,139	2,937

	Millions of Dollars
	March 31		December 31
	2013		2012
Total Assets
Alaska	$	11,241	10,950
Lower 48 and Latin America		28,250	28,895
Canada		22,306	22,308
Europe		15,071	15,562
Asia Pacific and Middle East		24,038	23,721
Other International		1,462	1,418
Corporate and Other		7,826	6,823
Discontinued operations		7,586	7,467
Consolidated total assets	$	117,780	117,144

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Consolidated Balance Sheet (USD $) In Millions, unless otherwise specified	Mar. 31, 2013		Dec. 31, 2012
Assets
Cash and cash equivalents	$ 5,422		$ 3,618
Short-term investments	23	[1]
Restricted cash			748
Accounts and notes receivable (net of allowance of $10 million in 2013 and $10 million in 2012)	8,703		8,929
Accounts and notes receivable-related parties	195		253
Inventories	1,133		965
Prepaid expenses and other current assets	8,759		9,476
Total Current Assets	24,235		23,989
Investments and long-term receivables	23,315		23,489
Loans and advances-related parties	1,455		1,517
Net properties, plants and equipment (net of accumulated depreciation, depletion and amortization of $59,518 million in 2013 and $58,916 million in 2012)	67,890		67,263
Other assets	885		886
Total Assets	117,780		117,144
Liabilities
Accounts payable	9,554		9,154
Accounts payable-related parties	867		859
Short-term debt	1,351		955
Accrued income and other taxes	3,658		3,366
Employee benefit obligations	432		742
Other accruals	2,453		2,367
Total Current Liabilities	18,315		17,443
Long-term debt	20,319		20,770
Asset retirement obligations and accrued environmental costs	8,650		8,947
Joint venture acquisition obligation-related party	2,610		2,810
Deferred income taxes	13,607		13,185
Employee benefit obligations	3,271		3,346
Other liabilities and deferred credits	1,768		2,216
Total Liabilities	68,540		68,717
Equity
Common stock (2,500,000,000 shares authorized at $.01 par value) Issued (2013 - 1,764,891,853 shares; 2012 - 1,762,247,949 shares) Par value	18		18
Capital in excess of par	45,425		45,324
Treasury stock (at cost: 2013 - 542,230,673 shares ; 2012 - 542,230,673 shares)	(36,780)		(36,780)
Accumulated other comprehensive income	3,478		4,087
Retained earnings	36,662		35,338
Total Common Stockholders' Equity	48,803		47,987
Noncontrolling interests	437		440
Total Equity	49,240		48,427
Total Liabilities and Equity	$ 117,780		$ 117,144

[1] *Marketable securities.

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Discontinued Operations

3 Months Ended

Mar. 31, 2013

Discontinued Operations and Disposal Groups [Abstract]

Separation of Downstream Business

Note 3—Discontinued Operations

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. In connection with the separation, Phillips 66 distributed approximately $7.8 billion to us in a special cash distribution. The principal funds from the special cash distribution were designated solely to pay dividends, repurchase common stock, repay debt, or a combination of the foregoing, within twelve months following the distribution. The cash was included in the “Restricted cash” line on our consolidated balance sheet.No balance remained from the cash distribution as of March 31, 2013. We also entered into several agreements with Phillips 66 in order to effect the separation and govern our relationship with Phillips 66.

Sales and other operating revenues and income from discontinued operations related to Phillips 66 for the
three-month period ended March 31, 2012, were as follows:
		Millions of Dollars
Sales and other operating revenues from discontinued
	operations	$	45,498
Income from discontinued operations before-tax		$	1,008
Income tax expense			294
Income from discontinued operations		$	714

Income from discontinued operations after-tax includes transaction, information systems and other costs incurred to effect the separation of $44 million for the three-month period ended March 31, 2012. No separation costs were incurred during the first three months of 2013.

Prior to the separation, commodity sales to Phillips 66 were $4,054 million and commodity purchases from Phillips 66 were $160 million for the three-month period ended March 31, 2012. 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.

Other Discontinued Operations

As part of our ongoing strategic asset disposition program, we agreed to sell our interest in the North Caspian Sea Production Sharing Agreement (Kashagan) and our Algerian and Nigerian businesses (collectively, the “Disposition Group”). The Disposition Group waspreviously part of the Other International operating segment.

On November 26, 2012, we notified government authorities in Kazakhstan and co-ventures of our intent to sell the Company's 8.4 percent interest in Kashagan to ONGC Videsh Limited. Expected proceeds are approximately $5.0 billion, which represents the purchase price plus expected working capital and customary adjustments at closing. The transaction is expected to close in 2013. We recorded pre-tax impairments of $606 million and $43 million in the fourth quarter of 2012 and first quarter of 2013, respectively. AtMarch 31, 2013, the carrying value of the net assets related to our interest in Kashagan was $5.1 billion, net of impairments.

On December 18, 2012, we entered into an agreement with Pertamina to sell our wholly owned subsidiary, ConocoPhillips Algeria Ltd., for a total of $1.75 billion plus customary adjustments. The transaction is anticipated to close in 2013. We received a deposit of $175 million in December 2012. The deposit is refundable in the event our co-venturer exercises its preemptive rights, which have been waived, or government approval is not received. AtMarch 31, 2013, the net carrying value of our Algerian assets was $698 million.

On December 20, 2012, we entered into agreements with affiliates of Oando PLC to sell our Nigerian business unit for a total of $1.79 billion plus customary adjustments. The transaction is anticipated to close in 2013, following appropriate consultations with stakeholders. We received a deposit of $435 million in December 2012. The deposit is only refundable in the event of default by us. AtMarch 31, 2013, the net carrying value of our Nigerian assets was $317 million.

At March 31, 2013, the Disposition Group met the criteria to be classified as held for sale.Accordingly, we classified $22 million of loans and advances to related parties in the “Accounts and notes receivable—related parties” line and $7,058million of noncurrent assets in the “Prepaid expenses and other current assets” line of our consolidated balance sheet. In addition, we classified $777million of noncurrent liabilities in the “Accrued income and other taxes” line and $133 million of asset retirement obligations in the “Other accruals” line of our consolidated balance sheet. The carrying amounts of the major classes of assets and liabilities associated with the Disposition Group were as follows:

		Millions of Dollars
			March 31	December 31
			2013	2012
Assets
Accounts and notes receivable		$	302	268
Accounts and notes receivable—related parties			2	1
Inventories			48	44
Prepaid expenses and other current assets			154	220
	Total current assets of discontinued operations		506	533
Investments and long-term receivables			281	272
Loans and advances—related parties			22	29
Net properties, plants and equipment			6,775	6,629
Other assets			2	4
Total assets of discontinued operations		$	7,586	7,467
Liabilities
Accounts payable		$	437	471
Accrued income and other taxes			154	125
	Total current liabilities of discontinued operations		591	596
Asset retirement obligations and accrued environmental costs			133	131
Deferred income taxes			777	759
Total liabilities of discontinued operations		$	1,501	1,486

Sales and other operating revenues and income from discontinued operations related to the Disposition Group were as follows:
		Millions of Dollars
		Three Months Ended
		March 31
		2013		2012
Sales and other operating revenues from discontinued
	operations	$	329	391
Income from discontinued operations before-tax		$	120	202
Income tax expense (benefit)			(9)	140
Income from discontinued operations		$	129	62

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Derivative and Financial Instruments - Commodity GainLoss (Details 1) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Sales and other operating revenues [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Gains (losses) from commodity derivatives	$ (208)	$ (403)
Other Income [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Gains (losses) from commodity derivatives	2	(6)
Purchased commodities [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Gains (losses) from commodity derivatives	$ 185	$ 398

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Supplementary Information - Condensed Consolidating Financial Information - Cash Flow (Details 2) (USD $) In Millions, unless otherwise specified	3 Months Ended										3 Months Ended						3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2013 ConocoPhillips [Member]	Mar. 31, 2012 ConocoPhillips [Member]	Mar. 31, 2013 ConocoPhillips Company [Member]	Mar. 31, 2012 ConocoPhillips Company [Member]	Mar. 31, 2013 ConocoPhillips Australia Funding Company [Member]	Dec. 31, 2012 ConocoPhillips Australia Funding Company [Member]	Mar. 31, 2012 ConocoPhillips Australia Funding Company [Member]	Dec. 31, 2011 ConocoPhillips Australia Funding Company [Member]	Mar. 31, 2013 ConocoPhillips Canada Funding Company I [Member]	Mar. 31, 2012 ConocoPhillips Canada Funding Company I [Member]	Mar. 31, 2013 ConocoPhillips Canada Funding Company II [Member]	Dec. 31, 2012 ConocoPhillips Canada Funding Company II [Member]	Mar. 31, 2012 ConocoPhillips Canada Funding Company II [Member]	Dec. 31, 2011 ConocoPhillips Canada Funding Company II [Member]	Mar. 31, 2013 All Other Subsidiaries [Member]	Mar. 31, 2012 All Other Subsidiaries [Member]	Mar. 31, 2013 Consolidating Adjustments [Member]	Mar. 31, 2012 Consolidating Adjustments [Member]
Cash Flows From Operating Activities
Net cash provided by (used in) continuing operating activities	$ 4,608	$ 4,070	$ 74	$ 3,011	$ 2,261	$ 3,737					$ (2)	$ (1)					$ 2,618	$ (257)	$ (343)	$ (2,420)
Net cash provided by (used in) discontinued operations	122	112				167											172	(56)	(50)	1
Net Cash Provided by (Used in) Operating Activities	4,730	4,182	74	3,011	2,261	3,904					(2)	(1)					2,790	(313)	(393)	(2,419)
Cash Flows From Investing Activities
Capital expenditures and investments	(3,391)	(3,818)		(303)	(448)	(470)											(2,943)	(3,348)		303
Proceeds from asset dispositions	1,134	1,102			4												1,130	1,102
Net sales (purchases) of short-term investments	(23)	92															(23)	92
Long-term advances/loans-related parties					2	(2)											(7)	(3,004)	5	3,006
Collection of advances/loans-related parties	57	38			14	92											1,609	28	(1,566)	(82)
Other	(21)	7															(21)	7
Net cash provided by (used in) continuing operations	(2,244)	(2,579)		(303)	(428)	(380)											(255)	(5,123)	(1,561)	3,227
Net cash provided by (used in) discontinued operations	(189)	(431)				(163)											(189)	7,932		(8,200)
Net Cash Provided by (Used in) Investing Activities	(2,433)	(3,010)		(303)	(428)	(543)											(444)	2,809	(1,561)	(4,973)
Cash Flows From Financing Activities
Issuance of debt						3,000											5	6	(5)	(3,006)
Repayment of debt	(48)	(47)			(1,566)	(8,215)											(48)	(114)	1,566	8,282
Change in restricted cash	748		748
Issuance of company common stock	(10)	36	(10)	36
Repurchase of company common stock		(1,899)		(1,899)
Dividends paid	(815)	(843)	(815)	(843)													(343)	(2,308)	343	2,308
Other	(205)	(199)	1	(2)													(206)	(198)		1
Net cash provided by (used in) continuing financing activities	(330)	(2,952)	(76)	(2,708)	(1,566)	(5,215)											(592)	(2,614)	1,904	7,585
Net cash provided by (used in) discontinued operations		(318)				(5)											(50)	(120)	50	(193)
Net Cash Provided by (Used in) Financing Activities	(330)	(3,270)	(76)	(2,708)	(1,566)	(5,220)											(642)	(2,734)	1,954	7,392
Effect of Exchange Rate Changes on Cash and Cash Equivalents	(163)	25															(163)	25
Net Change in Cash and Cash Equivalents	1,804	(2,073)	(2)		267	(1,859)					(2)	(1)					1,541	(213)
Cash and cash equivalents at beginning of period	3,618	5,780	2		12	2,028	6	6	1	1	50	38	2	2	1	1	3,546	3,712
Cash and Cash Equivalents at End of Period	$ 5,422	$ 3,707			$ 279	$ 169	$ 6	$ 6	$ 1	$ 1	$ 48	$ 37	$ 2	$ 2	$ 1	$ 1	$ 5,087	$ 3,499

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Accumulated Other Comprehensive Income (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Accumulated other comprehensive income in the equity section of the balance sheet included
Defined Benefit Plans, Beginning Balance	$ (1,425)
Foreign Currency Translation, Beginning Balance	5,512
Accumulated Other Comprehensive Income, Beginning Balance	4,087
Defined Benefit Plans	35	51
Foreign Currency Translation	(644)	834
Hedging		1
Other Comprehensive Income, Net of Tax	(609)	886
Defined Benefit Plans, Ending Balance	(1,390)
Foreign Currency Translation, Ending Balance	4,868
Accumulated Other Comprehensive Income, Ending Balance	$ 3,478

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Related Party Transactions

3 Months Ended

Mar. 31, 2013

Related Party Transactions [Abstract]

Related Party Transactions

Note 20—Related Party Transactions
We consider our equity method investments to be related parties. Significant transactions with related parties were:
		Millions of Dollars
		Three Months Ended
		March 31
		2013		2012
Operating revenues and other income		$	8	23
Purchases			41	43
Operating expenses and selling, general and administrative expenses			46	40
Net interest expense*			9	11
*We paid interest to, or received interest from, various affiliates, including FCCL Partnership. See Note 7—Investments, Loans and Long-Term
	Receivables, for additional information on loans to affiliated companies.

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Related Party Transactions (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013		Mar. 31, 2012
Significant transactions with related parties
Operating revenues and other income	$ 8		$ 23
Purchases	41		43
Operating expenses and selling, general and administrative expenses	46		40
Net interest expense	$ 9	[1]	$ 11	[1]

[1] *We paid interest to, or received interest from, various affiliates, including FCCL Partnership. See Note 7—Investments, Loans and Long-Term Receivables, for additional information on loans to affiliated companies.

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Cash Flow Information (Tables)

3 Months Ended

Mar. 31, 2013

Cash Flow Information [Abstract]

Cash Flow Information

Note 18—Cash Flow Information
	Millions of Dollars
	Three Months Ended
	March 31
		2013	2012
Cash Payments
Interest	$	157	228
Income taxes		1,199	1,308
Net Sales (Purchases) of Short-Term Investments
Short-term investments purchased	$	(23)	(497)
Short-term investments sold		-	589
	$	(23)	92

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Guarantees

3 Months Ended

Mar. 31, 2013

Guarantees [Abstract]

Guarantees

Note 13—Guarantees

At March 31, 2013, 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 March 31, 2013, 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 March 2013 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. We estimate the remaining term of this guarantee is 4 years. Our maximum potential amount of future payments related to this guarantee is approximately $110 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 March 31, 2013, is $1.7billion based upon our pro-rata share of the facility used at that date. At March 31, 2013, the carrying value of this guarantee is approximately $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 $1.0billion ($2.4billion 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. The guarantees have remaining terms of up to 33 years or the life of the venture. Our maximum potential amount of future payments related to these guarantees is approximately $180million and would become payable if APLNG does not perform.

Other Guarantees

We have other guarantees with maximum future potential payment amounts totaling approximately $280million, which consist primarily of guarantees of the residual value of leased corporate aircraft, guarantees to fund the short-term cash liquidity deficit of two joint ventures, a guarantee for our portion of a joint venture's debt obligations and a guarantee of minimum charter revenue for an LNG vessel. These guarantees have remaining terms of up to 11 years or the life of the ventureand would become payable if, upon sale, certain asset values are lower than guaranteed amounts, business conditions decline at guaranteed entities, or as a result of non-performance of contractual terms by guaranteed parties.

Indemnifications

Over the years, we have entered into various lease agreements or agreements to sell ownership interests in certain corporations, joint ventures and assets that gave rise to qualifying indemnifications. Agreements associated with these leases and 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 March 31, 2013, 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 $50million 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 14—Contingencies and Commitments.

In connection with the separation of the Downstream business, the Company entered into an Indemnification and Release Agreement with Phillips 66. See Note 3—Discontinued Operations, for additional information. This agreement provided 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.