SecProbe.io

May 2 2, 2014

Via E -mail
Ryan M. Lance
Chief Executive Officer
ConocoPhillips
600 North Dairy Ashford
Houston, TX  77079

Re: ConocoPhillips
 Form 10-K for the Fiscal Year Ended December 31, 2013
Filed February 2 5, 2014
Form 10 -Q for the Quarterly Period Ended March 31, 2014
Filed May 6, 2014
File No. 1 -32395

Dear Mr. Lance :

We have reviewed your filing s and have the following comments.  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 s, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing s and the information you provide in
response  to these  comments, we may have  additional comments.

Form 10 -K for the Fiscal Year Ended December 31, 2013

Business and Properties, page 1

Segment and Geographic Information, page 2

Facilities, page 9

Golden Pass LNG Terminal

1. Disclosure under this section indicates that, due to current market conditions, your near -
to-mid-term utilization of the Golden Pass terminal is expected to be limited.  In view of
this, explain to us whether you have tested this property for impairment.  If not, exp lain

Ryan M. Lance
ConocoPhillips
May 2 2, 2014
Page 2

 your basis for concluding that no impairment testing was necessary.  Otherwise, describe
for us, in reasonable detail, the methodology, assumptions and results of your impairment
test.  As part of your response, address the following:

 Explain the operational history of the terminal since it became commercially
operational in May 2011;

 Explain the nature and extent of the “limited” utilization that you expect for the near -
to-mid-term; and,

 Describe your future plans and actions that you intend to take or are considering
taking with respect to the terminal.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
35

Income Statement Analysis, page 44

2. Throughout this section, you refer to multiple factors when e xplaining the change
between years in reported amounts without indicating the amount attributable to each
factor.  For example, you indicate that the decrease in sales and other operating revenues
in 2013 was due to lower natural gas volumes and lower crud e oil prices, partly offset by
higher natural gas prices, without indicating the amount attributable to each factor.  To
the extent that two or more factors contribute to a material change in reported amounts,
revise the disclosure throughout your MD&A to indicate the amount attributable to each
factor.  See FRC 501.04.

Financial Statements and Supplementary Data, page 75

Notes to Consolidated Financial Statements, page 84

Note 4 – Variable Interest Entities (VIEs), page 91

3. You disclose that you expect  to record an after -tax charge of approximately $540 million
when the related agreement with Freeport LNG becomes effective.  Explain to us, in
reasonable detail, how the expected amount and timing of this charge has been
determined. As part of your respon se, address the following:

 Provide a summary of the operating history, and your involvement in, the LNG
receiving terminal.

 Clarify when you began making payments under the terminal use agreement, and
explain how the payment amounts were determined;

Ryan M. Lance
ConocoPhillips
May 2 2, 2014
Page 3

  Explain what the prepaid balance of the terminal use agreement of $282 at December
31, 2013 represents, and explain your basis for concluding that this asset was
recoverable as of that date;

 Explain the material terms of the termination agreement, includi ng, but not limited to,
any obligations that you have between the effective date and Jul 1, 2016;

 Explain how you determined that the charge should be recorded at the effective date
of the agreement, and explain how you considered regarding part or all of  the charge
as of any earlier date; and,

 Identify the specific authoritative literature you relied on in determining the expected
amount and timing of the charge.

Supplementary Information, page 138

Oil and Gas Operations (Unaudited)

Capitalized Costs,  page 160

4. We note that net capitalized costs for your consolidated Canadian operations as of
December 31, 2013 were approximately $11.1 billion.  Per the standardized measure of
discounted future net cash flows table on page 161, the undiscounted future n et cash
flows for your consolidated Canadian operations was $4.6 billion as of December 31,
2013.  Given the significant difference between these amounts, please tell us the facts and
circumstances that led you to conclude no impairment for your Canadian o perations was
necessary beyond the $216 million disclosed under Note 9 – Impairments.  As part of
your response, provide reasonably detailed summaries of any impairment tests you
performed, including a description of all material assumptions made regarding  prices and
quantities.

Form 10 -Q for the Quarterly Period Ended March 31, 2014

Management’s Discussion and Analysis of Financial Condition and Results of Operations , page
28

Capital Resources  and Liquidity, page 42

Significant Sources of Capital, page 42

5. You explain that the increase in cash flow from operating activities for the quarter ended
March 31, 2014 is primarily due to the $1.3 billion distribution from FCCL.  Please
expand this disclosure to explain the circumstances surrounding the incr ease in the
distribution including, but not limited to, the reason for the distribution, and whether you

Ryan M. Lance
ConocoPhillips
May 2 2, 2014
Page 4

 believe this increased distribution represents a trend.  See Item 303(b) of Regulation S -K,
including Instruction 3 thereto.

Closing Comments

We urge  all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   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 provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure 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 federal securities laws of the United States.

You may contact Mark Wojciechowski, Staff Accountant, at (202) 551 -3759 , or in his
absence, Brad Skinner, Sr. Assistant Chief Accountant , at (202) 551 -3489  or me at (202) 551 -
3740 if you have questions.

Sincerely,

 /s/H. Roger Schwall

H. Roger Schwall
Assistant Director