SecProbe.io

July 20, 2011

Via E-mail
Mr. Jeff W. Sheets
Chief Financial Officer
ConocoPhillips
600 North Dairy Ashford Houston, TX 77079
Re: ConocoPhillips
Form 10-K for Fiscal Year ended December 31, 2010 Filed February 23, 2011 File No. 001-32395

Dear Mr. Sheets:
We have reviewed your filing and have the following comments.  We have limited our
review to only your financial statements and re lated disclosures and do not intend to expand our
review to other portions of your documents.  In  some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.   Form 10-K for Fiscal Year ended December 31, 2010

Note 14 – Guarantees, page 102

Indemnifications, page 102

1. We note your disclosure regarding indemnification payments that may exceed the $386
million accrued at December 31, 2010, stating that “it is not possible to make a
reasonable estimate of the maximum potential amount of future payments.”  Under FASB
ASC 450-20-50-3 through 5, you ar e required to disclose an estimate of the range of

Mr. Jeff W. Sheets
ConocoPhillips July 20, 2011 Page 2
 reasonably possible loss in excess of the am ounts accrued or a statement indicating that
such an estimate cannot be made if applicab le.  Please revise accordingly.  If you cannot
estimate the range of reasonably possible addi tional loss, address the following points:

 Describe the specific efforts you have  undertaken to develop estimates.
 Explain how you internally report exposures to management and the Board.
 Indicate how you were able to estimate a probable amount of loss for accrual, but not
estimate a range of reasonably possible additional loss.

Note 15 – Contingencies and Commitments, page 103

Environmental, page 103

2. We note your disclosure explaining that with  regard to various past acquisitions, you
“have not recorded accruals for any potential contingent liabili ties that [you] expect to be
funded by the prior owners under [the agreed upo n] indemnifications.”  It is unclear from
this statement whether you practice a “netti ng” approach.  FASB ASC 410-30-45-2 states
that “[a] debtor that has a ri ght of setoff that meets all of the conditions in paragraph 210-
20-45-1 may offset the related asset and liabi lity and report the net amount.”  However,
“[i]t would be rare, if ever, that the f acts and circumstances surrounding environmental
remediation liabilities and related receivables and potential recoveries  would meet all of
these conditions.”  Please te ll us the extent to which you are netting environmental
obligations; and describe the manner by which you are able to show that you meet each
of the four requirements for setoff, as  enumerated in FASB ASC 210-20-45-1.

Legal Proceedings, page 104

3. We note your discussion of polic ies and procedures pertaining  to legal proceedings under
this heading and within your  critical accounting disclosu re concerning asset retirement
obligations and environment costs in MD&A.  However, in neither place do you identify
or discuss any particular legal procee dings.  Though you recite reportable legal
proceedings in Item 3, in accordance with It em 103 of Regulation S-K, the disclosures
made to comply with FASB ASC 450 shoul d be more analytical and may require a
quantified assessment.  Attempts to satisfy both objectives through an  integrated set of
disclosure often result in lengthy factual recitations that do not focus on the underlying
loss contingency, the related exposure, and th e likelihood of a loss.  Please expand your
disclosure to include for each particular contingent matter, in  accordance with FASB
ASC 450-20, the probability of each future contingency occurring as: probable, reasonably possible, or remote.  Finally, wh ere appropriate, please provide a quantified
assessment of reasonably possible loss in excess of the amounts accrued.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of

Mr. Jeff W. Sheets
ConocoPhillips July 20, 2011 Page 3
 1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact Paul Mons our, Staff Accountant, at (202) 551-3360 if you have
questions regarding comments on the financial statem ents and related matters.   Please contact me
at (202) 551-3686 with any other questions.
Sincerely,  /s/ Karl Hiller  Karl Hiller Branch Chief