UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended		September 30, 2009
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		(I.R.S. Employer
incorporation or organization)		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]

ConocoPhillips had 1,483,694,303 shares of common stock, $.01 par value, outstanding at September 30, 2009.

CONOCOPHILLIPS

TABLE OF CONTENTS

		Page
Part I – Financial Information
Item 1. Financial Statements
Consolidated Income Statement			1
Consolidated Balance Sheet			2
Consolidated Statement of Cash Flows			3
Notes to Consolidated Financial Statements			4
Supplementary Information—Condensed Consolidating Financial Information			26
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			31
Item 3. Quantitative and Qualitative Disclosures About Market Risk			50
Item 4. Controls and Procedures			50
Part II – Other Information
Item 1. Legal Proceedings			51
Item 1A. Risk Factors			52
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			52
Item 6. Exhibits			53
Signature			54
EX-12
EX-31.1
EX-31.2
EX-32
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

Item 1. FINANCIAL STATEMENTS

Consolidated Income Statement		ConocoPhillips

		Millions of Dollars
		Three Months Ended								Nine Months Ended
		September 30								September 30
		2009				2008				2009				2008
Revenues and Other Income
Sales and other operating revenues*		$	40,173				70,044				106,362				196,338
Equity in earnings of affiliates			1,015				1,214				2,506				4,385
Other income			117				115				347				555
Total Revenues and Other Income			41,305				71,373				109,215				201,278
Costs and Expenses
Purchased crude oil, natural gas and products			28,008				49,608				72,376				138,642
Production and operating expenses			2,534				3,059				7,652				8,861
Selling, general and administrative expenses			427				513				1,378				1,668
Exploration expenses			386				267				854				864
Depreciation, depletion and amortization			2,327				2,361				6,904				6,748
Impairments
Expropriated assets			-				-				51				-
Other			56				57				59				82
Taxes other than income taxes*			4,205				5,619				11,384				16,570
Accretion on discounted liabilities			96				114				308				314
Interest and debt expense			336				239				914				656
Foreign currency transaction (gains) losses			(17	)			54				(28	)			11
Total Costs and Expenses			38,358				61,891				101,852				174,416
Income before income taxes			2,947				9,482				7,363				26,862
Provision for income taxes			1,427				4,279				3,673				12,045
Net income			1,520				5,203				3,690				14,817
Less: net income attributable to noncontrolling interests			(17	)			(15	)			(49	)			(51	)
Net Income Attributable to ConocoPhillips		$	1,503				5,188				3,641				14,766
Net Income Attributable to ConocoPhillips Per Share of Common Stock (dollars)**
Basic		$	1.00				3.43				2.44				9.61
Diluted			1.00				3.39				2.43				9.50
Dividends Paid Per Share of Common Stock (dollars)		$	.47				.47				1.41				1.41
Average Common Shares Outstanding (in thousands)
Basic			1,488,352				1,510,897				1,486,922				1,535,932
Diluted			1,498,204				1,528,187				1,496,391				1,554,952
*    Includes excise taxes on petroleum products sales:		$	3,538				4,022				9,914				11,970

Consolidated Balance Sheet		ConocoPhillips

		Millions of Dollars
		September 30				December 31
		2009				2008
Assets
Cash and cash equivalents		$	641				755
Accounts and notes receivable (net of allowance of $75 million in 2009 and $61 million in 2008)			10,907				10,892
Accounts and notes receivable—related parties			1,623				1,103
Inventories			6,268				5,095
Prepaid expenses and other current assets			2,814				2,998
Total Current Assets			22,253				20,843
Investments and long-term receivables			35,664				30,926
Loans and advances—related parties			2,186				1,973
Net properties, plants and equipment			87,136				83,947
Goodwill			3,715				3,778
Intangibles			831				846
Other assets			642				552
Total Assets		$	152,427				142,865
Liabilities
Accounts payable		$	13,296				12,852
Accounts payable—related parties			1,566				1,138
Short-term debt			2,796				370
Accrued income and other taxes			3,844				4,273
Employee benefit obligations			741				939
Other accruals			2,413				2,208
Total Current Liabilities			24,656				21,780
Long-term debt			27,662				27,085
Asset retirement obligations and accrued environmental costs			7,836				7,163
Joint venture acquisition obligation—related party			5,177				5,669
Deferred income taxes			18,294				18,167
Employee benefit obligations			3,662				4,127
Other liabilities and deferred credits			3,043				2,609
Total Liabilities			90,330				86,600
Equity
Common stock (2,500,000,000 shares authorized at $.01 par value)
Issued (2009—1,731,876,757 shares; 2008—1,729,264,859 shares)
Par value			17				17
Capital in excess of par			43,583				43,396
Grantor trusts (at cost: 2009—39,835,639 shares; 2008—40,739,129 shares)			(689	)			(702	)
Treasury stock (at cost: 2009 and 2008—208,346,815 shares)			(16,211	)			(16,211	)
Accumulated other comprehensive income (loss)			2,712				(1,875	)
Unearned employee compensation			(83	)			(102	)
Retained earnings			32,181				30,642
Total Common Stockholders’ Equity			61,510				55,165
Noncontrolling interests			587				1,100
Total Equity			62,097				56,265
Total Liabilities and Equity		$	152,427				142,865

Consolidated Statement of Cash Flows		ConocoPhillips

		Millions of Dollars
		Nine Months Ended
		September 30
		2009				2008
Cash Flows From Operating Activities
Net income		$	3,690				14,817
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation, depletion and amortization			6,904				6,748
Impairments			110				82
Dry hole costs and leasehold impairments			471				399
Accretion on discounted liabilities			308				314
Deferred taxes			(864	)			59
Undistributed equity earnings			(1,818	)			(2,530	)
Gain on asset dispositions			(88	)			(346	)
Other			(151	)			(185	)
Working capital adjustments
Decrease (increase) in accounts and notes receivable			(94	)			(243	)
Decrease (increase) in inventories			(1,026	)			(2,709	)
Decrease (increase) in prepaid expenses and other current assets			(286	)			(689	)
Increase (decrease) in accounts payable			910				1,633
Increase (decrease) in taxes and other accruals			(681	)			2,186
Net Cash Provided by Operating Activities			7,385				19,536
Cash Flows From Investing Activities
Capital expenditures and investments			(8,176	)			(10,535	)
Proceeds from asset dispositions			938				729
Long-term advances/loans—related parties			(303	)			(181	)
Collection of advances/loans—related parties			62				15
Other			50				(186	)
Net Cash Used in Investing Activities			(7,429	)			(10,158	)
Cash Flows From Financing Activities
Issuance of debt			9,051				2,264
Repayment of debt			(6,027	)			(1,857	)
Issuance of company common stock			(11	)			182
Repurchase of company common stock			-				(7,500	)
Dividends paid on company common stock			(2,090	)			(2,159	)
Other			(1,091	)			(426	)
Net Cash Used in Financing Activities			(168	)			(9,496	)
Effect of Exchange Rate Changes on Cash and Cash Equivalents			98				(222	)
Net Change in Cash and Cash Equivalents			(114	)			(340	)
Cash and cash equivalents at beginning of period			755				1,456
Cash and Cash Equivalents at End of Period		$	641				1,116

Notes to Consolidated Financial Statements		ConocoPhillips

Note 1—Interim Financial Information

The interim-period financial information presented in the financial statements included in this report is unaudited and includes all known accruals and adjustments, in the opinion of management, 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. To enhance your understanding of these interim financial statements, see the consolidated financial statements and notes included in our 2008 Annual Report on Form 10-K.

Note 2—Changes in Accounting Principles

Codification
The Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2009-01 in June 2009. This Update, also issued as FASB Statement of Financial Accounting Standards (SFAS) No. 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles,” is effective for financial statements issued after September 15, 2009. Update 2009-01 requires that the FASB’s Accounting Standards Codification (ASC) become the sole source of authoritative U.S. generally accepted accounting principles recognized by the FASB for nongovernmental entities. We adopted this Update effective July 1, 2009.

Subsequent Events
Effective April 1, 2009, we adopted FASB SFAS No. 165, “Subsequent Events.” This Statement was codified into FASB ASC Topic 855, “Subsequent Events.” Topic 855 establishes the accounting for, and disclosure of, material events that occur after the balance sheet date, but before the financial statements are issued. In general, these events will be recognized if the condition existed at the date of the balance sheet, but will not be recognized if the condition did not exist at the balance sheet date. Disclosure is required for nonrecognized events if required to keep the financial statements from being misleading. The guidance in this Topic is very similar to previous guidance provided in auditing literature and, therefore, should not result in significant changes in practice. Subsequent events have been evaluated through November 3, 2009, the date our interim financial statements were issued with the filing of our third-quarter 2009 Quarterly Report on Form 10-Q.

Business Combinations
In December 2007, the FASB issued SFAS No. 141 (Revised), “Business Combinations” (SFAS No. 141(R)), which was subsequently amended by FASB Staff Position (FSP) FAS 141(R)-1 in April 2009. This Statement was codified into FASB ASC Topic 805, “Business Combinations.” Topic 805 applies prospectively to all transactions in which an entity obtains control of one or more other businesses on or after January 1, 2009. In general, Topic 805 requires the acquiring entity in a business combination to recognize the fair value of all assets acquired and liabilities assumed in the transaction; establishes the acquisition date as the fair value measurement point; and modifies disclosure requirements. It also modifies the accounting treatment for transaction costs, in-process research and development, restructuring costs, changes in deferred tax asset valuation allowances as a result of a business combination, and changes in income tax uncertainties after the acquisition date. Additionally, effective January 1, 2009, accounting for changes in valuation allowances for acquired deferred tax assets and the resolution of uncertain tax positions for prior business combinations impact tax expense instead of goodwill.

Noncontrolling Interests
Effective January 1, 2009, we implemented SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51.” This Statement was codified into FASB ASC Topic 810, “Consolidation.” Topic 810 requires noncontrolling interests, previously called minority interests, to be presented as a separate item in the equity section of the consolidated balance sheet. It also requires the amount

of consolidated net income attributable to noncontrolling interests to be clearly presented on the face of the consolidated income statement. Additionally, Topic 810 clarifies that changes in a parent’s ownership interest in a subsidiary that do not result in deconsolidation are equity transactions, and that deconsolidation of a subsidiary requires gain or loss recognition in net income based on the fair value on the deconsolidation date. Topic 810 was applied prospectively with the exception of presentation and disclosure requirements, which were applied retrospectively for all periods presented, and did not significantly change the presentation of our consolidated financial statements. Equity attributable to noncontrolling interests decreased from $1,100 million at December 31, 2008, to $587 million at September 30, 2009. The decrease primarily reflects the redemption of the noncontrolling interest in Ashford Energy Capital S.A. during the third quarter of 2009, resulting in Ashford now being wholly owned by us. See Note 3—Variable Interest Entities for additional information on this redemption.

Derivatives
Effective January 1, 2009, we implemented SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB No. 133.” This Statement was codified into FASB ASC Topic 815, “Derivatives and Hedging.” The amendments to Topic 815 expanded disclosure requirements to provide greater transparency for derivative instruments. Disclosures previously required only for the annual financial statements are now required in interim financial statements. In addition, we now must include an indication of the volume of derivative activity by category (e.g., interest rate, commodity and foreign currency); derivative gains and losses, by category, for the periods presented in the financial statements; and expanded disclosures about credit-risk-related contingent features. See Note 13—Financial Instruments and Derivative Contracts for additional information.

Fair Value Measurement
Following the allowed one-year deferral, effective January 1, 2009, we implemented Topic 820, “Fair Value Measurements and Disclosures” for nonfinancial assets and nonfinancial liabilities measured at fair value on a nonrecurring basis. The implementation covers assets and liabilities measured at fair value in a business combination; impaired properties, plants and equipment, intangible assets and goodwill; initial recognition of asset retirement obligations; and restructuring costs for which we use fair value. In the first nine months of 2009, we did not have a business combination, impairment of goodwill or intangible asset, or restructuring accrual requiring the use of fair value. Because there usually is a lack of quoted market prices for long-lived assets, the fair value of properties, plants and equipment is determined based on the present values of expected future cash flows using inputs reflecting our estimate of a number of variables used by industry participants when valuing similar assets, or based on a multiple of operating cash flow validated with historical market transactions of similar assets where possible. Fair value used in the initial recognition of asset retirement obligations is determined based on the present value of expected future dismantlement costs incorporating our estimate of inputs used by industry participants when valuing similar liabilities. There was no impact to our consolidated financial statements from the implementation of this Topic for nonfinancial assets and liabilities, and we do not expect any significant impact to our future consolidated financial statements, other than additional disclosures.

Equity Method Accounting
In November 2008, the FASB reached a consensus on Emerging Issues Task Force (EITF) Issue No. 08-6, “Equity Method Investment Accounting Considerations” (EITF 08-6). EITF 08-6 was issued to clarify how the application of equity method accounting is affected by SFAS No. 141(R) and SFAS No. 160. EITF 08-6 was codified into FASB ASC Topic 323, “Investments—Equity Method and Joint Ventures.” Topic 323 clarifies that an entity shall continue to use the cost accumulation model for its equity method investments. It also confirms past accounting practices related to the treatment of contingent consideration and the use of the impairment model for equity investments. Additionally, it requires an equity method investor to account for a share issuance by an investee as if the investor had sold a proportionate share of the investment. This Topic was effective January 1, 2009, and applies prospectively.

Note 3—Variable Interest Entities (VIEs)

We hold significant variable interests in VIEs that have not been consolidated because we are not considered the primary beneficiary. Information on these VIEs follows. See Note 20—New Accounting Standards for information affecting the accounting for VIEs effective January 1, 2010.

We own a 24 percent interest in West2East Pipeline LLC, a company holding a 100 percent interest in Rockies Express Pipeline LLC, operated by Kinder Morgan Energy Partners, L.P. Rockies Express is constructing a natural gas pipeline from Colorado to Ohio. West2East is a VIE because a third party has a 49 percent voting interest through the end of the construction of the pipeline, but has no ownership interest. This third party was originally involved in the project, but exited and retained its voting interest to ensure project completion. We have no voting interest during the construction phase, but once the pipeline has been completed, our ownership will increase to 25 percent with a voting interest of 25 percent. Additionally, we have contracted for approximately 22 percent of the pipeline capacity for a 10-year period once the pipeline becomes operational. Construction commenced on the pipeline in 2006. The operator anticipates construction completion in late 2009 and estimates total construction costs between $6.7 billion and $6.8 billion. Our portion is being funded by a combination of equity contributions and a guarantee of debt incurred by Rockies Express. Given our 24 percent ownership and the fact expected returns are shared among the equity holders in proportion to ownership, we are not the primary beneficiary. We use the equity method of accounting for our investment. At September 30, 2009, the book value of our investment in West2East was $739 million.

We have a 30 percent ownership interest with a 50 percent governance interest in the OOO Naryanmarneftegaz (NMNG) joint venture to develop resources in the Timan-Pechora province of Russia. The NMNG joint venture is a VIE because we and a related party, OAO LUKOIL, have disproportionate interests. When related parties are involved in a VIE, reasonable judgment should take into account the relevant facts and circumstances for the determination of the primary beneficiary. The activities of NMNG are more closely aligned with LUKOIL because they share Russia as a home country, and LUKOIL conducts extensive exploration activities in the same province. Additionally, there are no financial guarantees given by LUKOIL or us, and LUKOIL owns 70 percent, versus our 30 percent direct interest. As a result, we have determined we are not the primary beneficiary of NMNG, and we use the equity method of accounting for this investment. The funding of NMNG has been provided with equity contributions, primarily for the development of the Yuzhno Khylchuyu (YK) Field. Initial production from YK was achieved in June 2008. At September 30, 2009, the book value of our investment in the venture was $2,013 million.

Production from the NMNG joint venture fields is transported via pipeline to LUKOIL’s terminal at Varandey Bay on the Barents Sea and then shipped via tanker to international markets. LUKOIL completed an expansion of the terminal’s gross oil-throughput capacity from 30,000 barrels per day to 240,000 barrels per day, and we participated in the design and financing of the expansion. The terminal entity, Varandey Terminal Company, is a VIE because we and LUKOIL have disproportionate interests. We had an obligation to fund, through loans, 30 percent of the terminal’s expansion costs, but have no governance or direct ownership interest in the terminal. Similar to NMNG, we determined we are not the primary beneficiary for Varandey because of LUKOIL’s ownership, the activities are in LUKOIL’s home country, and LUKOIL is the operator of Varandey. We account for our loan to Varandey as a financial asset. Terminal expansion was completed in June 2008. Principal repayments began in April 2009. The loan balance outstanding as of September 30, 2009, at current exchange rates, was $291 million.

We have an agreement with Freeport LNG Development, L.P. (Freeport LNG) to participate in a liquefied natural gas (LNG) receiving terminal in Quintana, Texas. We have no ownership in Freeport LNG; however, we own a 50 percent interest in Freeport LNG GP, Inc. (Freeport GP), which serves as the general partner managing the venture. We entered into a credit agreement with Freeport LNG, whereby we agreed to provide loan financing for the construction of the terminal. We also entered into a long-term agreement with Freeport LNG to use 0.9 billion cubic feet per day of regasification capacity. The terminal became operational in June 2008, and we began making payments under the terminal use agreement. Freeport LNG began making loan repayments in September 2008, and the loan balance outstanding as of September 30, 2009, was $723 million. Freeport LNG is a VIE because Freeport GP holds no equity in Freeport LNG, and the limited partners of

Freeport LNG do not have any substantive decision making ability. We performed an analysis of the expected losses and determined we are not the primary beneficiary. This expected loss analysis took into account that the credit support arrangement requires Freeport LNG to maintain sufficient commercial insurance to mitigate any loan losses. The loan to Freeport LNG is accounted for as a financial asset, and our investment in Freeport GP is accounted for as an equity investment.

In the third quarter of 2009, Ashford Energy Capital S.A. redeemed for $500 million, plus accrued dividends, the investment in Ashford held by Cold Spring Finance S.a.r.l. Accordingly, we wholly own Ashford, and it is no longer a VIE. The difference between the redemption amount and the carrying value of the investment was $12 million. The redemption amount was included as a cash outflow in the “Other” line in the financing activities section of our consolidated statement of cash flows.

Note 4—Inventories

Inventories consisted of the following:

		Millions of Dollars
		September 30				December 31
		2009				2008
Crude oil and petroleum products		$	5,270				4,232
Materials, supplies and other			998				863
		$	6,268				5,095

Inventories valued on the last-in, first-out (LIFO) basis totaled $5,049 million and $3,939 million at September 30, 2009, and December 31, 2008, respectively. The remaining inventories are valued under various methods, including first-in, first-out and weighted average. The excess of current replacement cost over LIFO cost of inventories amounted to $4,898 million and $1,959 million at September 30, 2009, and December 31, 2008, respectively.

Note 5—Assets Held for Sale

In June 2009, we signed an agreement to sell our remaining interest in the Keystone Pipeline to TransCanada Corporation. The transaction closed in the third quarter of this year.

Note 6—Investments, Loans and Long-Term Receivables

LUKOIL
Our ownership interest in LUKOIL was 20 percent at September 30, 2009, based on 851 million shares authorized and issued. For financial reporting under U.S. generally accepted accounting principles (GAAP), treasury shares held by LUKOIL are not considered outstanding for determining our equity method ownership interest in LUKOIL. Our ownership interest, based on estimated shares outstanding, was 20.09 percent at September 30, 2009.

At September 30, 2009, the book value of our ordinary share investment in LUKOIL was $6,466 million. Our 20 percent share of the net assets of LUKOIL was estimated to be $10,971 million. A majority of this negative basis difference of $4,505 million is being amortized on a straight-line basis over a 22-year useful life as an increase to equity earnings. On September 30, 2009, the closing price of LUKOIL shares on the London Stock Exchange was $54.20 per share, making the total market value of our LUKOIL investment $9,220 million.

Because LUKOIL’s accounting cycle close and preparation of U.S. GAAP financial statements occur subsequent to our reporting deadline, our equity earnings are estimated based on current market indicators, publicly available LUKOIL information and other objective data. Once the difference between actual and estimated results is known, an adjustment is recorded. Net income attributable to ConocoPhillips for the third quarter of 2009 included a $33 million positive alignment of our second-quarter estimate of LUKOIL’s results to LUKOIL’s reported results.

Loans to Related Parties
As part of our normal ongoing business operations and consistent with industry practice, we invest and 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. Included in such activity are loans made to certain affiliated companies. Significant loans to affiliated companies at September 30, 2009, included the following:

	•		$723 million in loan financing to Freeport LNG Development, L.P. for the construction of an LNG receiving terminal, which became operational in June 2008. Freeport began making repayments in September 2008.
	•		$291 million in loan financing at September 2009 exchange rates to Varandey Terminal Company associated with the costs of a terminal expansion. The terminal expansion was completed in June 2008. Principal repayments began in April 2009.
	•		$979 million of project financing and an additional $85 million of accrued interest to Qatargas 3, an integrated project to produce and liquefy natural gas from Qatar’s North Field. Our maximum exposure to this financing structure is $1.2 billion.
	•		$174 million of loan financing to WRB Refining LLC to assist it in meeting its operating and capital spending requirements.

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

Other Investments
We have investments remeasured at fair value on a recurring basis to support certain nonqualified deferred compensation plans. The fair value of these assets at September 30, 2009, was $333 million, and substantially the entire value is categorized in Level 1 of the fair value hierarchy.

As disclosed in our 2008 Form 10-K, late in 2008 Petroleos de Venezuela S.A. (PDVSA) notified us that January 2009 crude oil supplies nominated for the Sweeny Refinery for processing through facilities owned by the Merey Sweeny Limited Partnership (MSLP) would not be delivered due to instructions from the Venezuelan government. In subsequent months of 2009, PDVSA failed to supply crude oil and/or delivered crude oil not meeting contractual grade specifications. PDVSA also failed to pay contractually required amounts in connection with their non-delivery or off-spec delivery. As a result, and in accordance with our rights under the contractual agreements governing the ownership of MSLP, on August 28, 2009, we exercised our right to acquire PDVSA’s 50 percent ownership interest in MSLP. Due to the expected legal challenges to this action by PDVSA, we will continue to use the equity method of accounting for our investment in MSLP until any legal challenges are resolved.

Note 7—Properties, Plants and Equipment

Our investment in properties, plants and equipment (PP&E), with accumulated depreciation, depletion and amortization (Accum. DD&A), was:

		Millions of Dollars
		September 30, 2009												December 31, 2008
		Gross				Accum.				Net				Gross				Accum.				Net
		PP&E				DD&A				PP&E				PP&E				DD&A				PP&E
Exploration and Production (E&P)		$	112,407				43,184				69,223				102,591				35,375				67,216
Midstream			123				73				50				120				70				50
Refining and Marketing (R&M)			22,890				6,662				16,228				21,116				5,962				15,154
LUKOIL Investment			-				-				-				-				-				-
Chemicals			-				-				-				-				-				-
Emerging Businesses			1,172				292				880				1,056				293				763
Corporate and Other			1,603				848				755				1,561				797				764
		$	138,195				51,059				87,136				126,444				42,497				83,947

Suspended Wells
The capitalized cost of suspended wells at September 30, 2009, was $858 million, an increase of $198 million from $660 million at year-end 2008. For the category of exploratory well costs capitalized for a period greater than one year as of December 31, 2008, $29 million was charged to dry hole expense during the first nine months of 2009.

Note 8—Impairments

Expropriated Assets
In April 2008, Burlington Resources, Inc., a wholly owned subsidiary of ConocoPhillips, initiated arbitration before the World Bank’s International Centre for Settlement of Investment Disputes (ICSID) against The Republic of Ecuador and PetroEcuador as a result of their newly-enacted Windfall Profits Tax Law and government-mandated renegotiation of our production sharing contracts. Despite a restraining order issued by the ICSID, Ecuador confiscated Burlington and its co-venturer’s crude oil production and sold the illegally seized crude oil. As a result, our assets in Ecuador were effectively expropriated. Accordingly, in the second quarter of 2009, we recorded a noncash charge of $51 million before- and after-tax related to the full impairment of our exploration and production investments in Ecuador. In the third quarter of 2009, Ecuador took over operations in Block 7 and 21, formalizing the complete expropriation of our assets.

Other Impairments
In the third quarter of 2009, long-lived assets held for sale in the R&M segment with a carrying amount of $140 million were written down to their fair value of $92 million, less cost to sell of $5 million, resulting in a before-tax impairment of $53 million. The fair value is a Level 3 measurement in the fair value hierarchy based on a binding negotiated price with a third party, adjusted for the fair value of certain liabilities retained, and subject to management approval.

Note 9—Debt

In February 2009, we issued $1.5 billion of 4.75% Notes due 2014, $2.25 billion of 5.75% Notes due 2019, and $2.25 billion of 6.50% Notes due 2039. In addition, in May 2009, we issued $1.5 billion of 4.60% Notes due 2015, $1.0 billion of 6.00% Notes due 2020 and an additional $500 million of 6.50% Notes due 2039. The proceeds from the notes were primarily used to reduce outstanding commercial paper balances and for general corporate purposes.

During the first nine months of 2009, we used proceeds from the issuance of commercial paper to redeem $284 million of 6.375% Notes and $950 million of Floating Rate Notes upon their maturity.

At September 30, 2009, we had two revolving credit facilities totaling $7.85 billion, consisting of a $7.35 billion facility, expiring in September 2012, and a $500 million facility expiring in July 2012. The facilities may be used as direct bank borrowings, as support for the ConocoPhillips $6.35 billion commercial paper program, as support for the ConocoPhillips Qatar Funding Ltd. $1.5 billion commercial paper program, or as support for issuances of letters of credit totaling up to $750 million. At both September 30, 2009, and December 31, 2008, we had no outstanding borrowings under the credit facilities, but $40 million in letters of credit had been issued. Under both ConocoPhillips commercial paper programs, $2,342 million of commercial paper was outstanding at September 30, 2009, compared with $6,933 million at December 31, 2008.

Since we had $2,342 million of commercial paper outstanding and had issued $40 million of letters of credit, we had access to $5.5 billion in borrowing capacity under our revolving credit facilities at September 30, 2009.

At September 30, 2009, we classified $1,037 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 facility.

Note 10—Joint Venture Acquisition Obligation

We are obligated to contribute $7.5 billion, plus interest, over a 10-year period, beginning 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 $651 million was short-term and was included in the “Accounts payable—related parties” line on our September 30, 2009, consolidated balance sheet. The principal portion of these payments, which totaled $466 million in the first nine months of 2009, are included in the “Other” line in the financing activities section of our consolidated statement of cash flows. Interest accrues at a fixed annual rate of 5.3 percent on the unpaid principal balance. Fifty percent of the quarterly interest payment is reflected as a capital contribution and is included in the “Capital expenditures and investments” line on our consolidated statement of cash flows.

Note 11—Guarantees

At September 30, 2009, 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.

Construction Completion Guarantees

•

In December 2005, we issued a construction completion guarantee for 30 percent of the $4 billion in loan facilities of Qatargas 3, which are being used to finance the construction of an LNG train in Qatar. Of the $4 billion in loan facilities, we committed to provide $1.2 billion. The maximum potential

amount of future payments to third-party lenders under the guarantee is estimated to be $850 million, which could become payable if the full debt financing is utilized and completion of the Qatargas 3 project is not achieved. The project financing will be nonrecourse to ConocoPhillips upon certified completion, expected in 2011. At September 30, 2009, the carrying value of the guarantee to third-party lenders was $11 million.

Guarantees of Joint Venture Debt

•

In June 2006, we issued a guarantee for 24 percent of $2 billion in credit facilities of Rockies Express Pipeline LLC, operated by Kinder Morgan Energy Partners, L.P. At September 30, 2009, Rockies Express had $1,871 million outstanding under the credit facilities, with our 24 percent guarantee equaling $449 million. The maximum potential amount of future payments to third-party lenders under the guarantee is estimated to be $480 million, which could become payable if the credit facilities are fully utilized and Rockies Express fails to meet its obligations under the credit agreement. The operator anticipates construction completion in late 2009. Refinancing of the $2 billion credit facility, which will make the debt nonrecourse to ConocoPhillips, is expected to begin at that time. At September 30, 2009, the total carrying value of this guarantee to third-party lenders was $11 million.

•

At September 30, 2009, we had guarantees outstanding for our portion of joint venture debt obligations, which have terms of up to 16 years. The maximum potential amount of future payments under the guarantees is approximately $80 million. Payment would be required if a joint venture defaults on its debt obligations.

Other Guarantees

•

In conjunction with our purchase of a 50 percent ownership interest in Australia Pacific LNG (APLNG) from Origin Energy in October 2008, we agreed to participate, if and when requested, in any parent company guarantees that were outstanding at the time we purchased our interest in APLNG. These parent company guarantees cover the obligation of APLNG to deliver natural gas under several sales agreements with remaining terms of eight to 22 years. Our maximum potential amount of future payments, or cost of volume delivery, under these guarantees is estimated to be $930 million ($1,940 million in the event of intentional or reckless breach) based on our 50 percent share of the remaining contracted volumes, which could 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 partners do not make necessary equity contributions into APLNG.

•

We have other guarantees with maximum future potential payment amounts totaling $520 million, which consist primarily of dealer and jobber loan guarantees to support our marketing business, guarantees to fund the short-term cash liquidity deficits of certain joint ventures, a guarantee of minimum charter revenue for two LNG vessels, one small construction completion guarantee, guarantees relating to the startup of a refining joint venture, guarantees of the lease payment obligations of a joint venture, and guarantees of the residual value of leased corporate aircraft. At September 30, 2009, the carrying value of these guarantees to third-party lenders was $1 million. These guarantees generally extend up to 15 years or life of the venture.

In the third quarter of 2009, we sold our remaining ownership interest in four Keystone Pipeline entities (Keystone) to TransCanada Corporation. As a result, we no longer have any financial guarantees related to Keystone.

Indemnifications
Over the years, we have entered into various agreements to sell ownership interests in certain corporations, joint ventures and assets that gave rise to qualifying indemnifications. Agreements associated with these sales include indemnifications for taxes, environmental liabilities, permits and licenses, employee claims, real estate

indemnity against tenant defaults, and litigation. The terms of these indemnifications vary greatly. The majority of these indemnifications are related to environmental issues, the term is generally indefinite and the maximum amount of future payments is generally unlimited. The carrying amount recorded for these indemnifications at September 30, 2009, was $415 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 $254 million of environmental accruals for known contamination that are included in asset retirement obligations and accrued environmental costs at September 30, 2009. For additional information about environmental liabilities, see Note 12—Contingencies and Commitments.

Note 12—Contingencies and Commitments

In the case of all known contingencies (other than those related to income taxes), we accrue a liability when the loss is probable and the amount is reasonably estimable. If a range of amounts can be reasonably estimated and no amount within the range is a better estimate than any other amount, then the minimum of the range is accrued. We do not reduce these liabilities for potential insurance or third-party recoveries. If applicable, we accrue receivables for probable insurance or other third-party recoveries. In the case of income-tax-related contingencies, we use a cumulative probability-weighted loss accrual in cases where sustaining a tax position is less than certain.

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

Environmental
We are subject to federal, state and local environmental laws and regulations. These may result in obligations 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 sites. When we prepare our consolidated financial statements, we record accruals for environmental liabilities based on management’s best estimates, using all information 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 a potentially responsible party. If we were solely responsible, the costs, in some cases, could be material to our results of operations, capital resources or liquidity, or to those of one of our segments. However, settlements and costs incurred in matters that previously have been resolved

have not been material to our results of operations or financial condition. 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 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 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 limits and time limits. We have not recorded accruals for any potential contingent liabilities that we expect to be funded by the prior owners under these indemnifications.

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 for those acquired in a purchase business combination, which we record on a discounted basis) for planned investigation and remediation activities for sites where it is probable future costs will be incurred and these costs can be reasonably estimated. At September 30, 2009, our consolidated balance sheet included a total environmental accrual of $1,001 million, compared with $979 million at December 31, 2008. We expect to incur the majority 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, as well as the pace of settlement discussions in individual matters. Based on professional judgment and experience in using these litigation management tools and available information about current developments in our cases, our legal organization believes there is a remote likelihood 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.

Other Contingencies
We have contingent liabilities resulting from throughput agreements with pipeline and processing companies not associated with financing arrangements. Under these agreements, we may be required to provide any such company with additional funds through advances and penalties for fees related to throughput capacity not utilized. In addition, at September 30, 2009, we had performance obligations secured by letters of credit of $2,087 million (of which $40 million was issued under the provisions of our revolving credit facilities, and the remainder was issued as direct bank letters of credit) related to various purchase commitments for materials, supplies, services and items of permanent investment incident to the ordinary conduct of business.

Note 13—Financial Instruments and Derivative Contracts

Derivative Instruments
We use financial and commodity-based derivative contracts to manage exposures to fluctuations in foreign currency exchange rates, commodity prices and interest rates, or to exploit market opportunities. Since we are not currently using hedge accounting, all gains and losses, realized or unrealized, from derivative contracts have been recognized in the consolidated income statement. Gains and losses from derivative contracts held for trading not directly related to our physical business, whether realized or unrealized, have been reported net in other income.

Purchase and sales contracts for commodities that are readily convertible to cash (e.g., crude oil, natural gas and gasoline) are recorded on the balance sheet as derivatives unless the contracts are for quantities we expect to use or sell over a reasonable period in the normal course of business (i.e., contracts eligible for the normal purchases and normal sales exception). We record most of our contracts to buy or sell natural gas as derivatives, but we do apply the normal purchases and normal sales exception to certain long-term contracts to sell our natural gas production. We generally apply this normal purchases and normal sales exception to eligible crude oil and refined product commodity purchase and sales contracts; however, we may elect not to apply this exception (e.g., when another derivative instrument will be used to mitigate the risk of the purchase or sale contract but hedge accounting will not be applied, in which case both the purchase or sales contract and the derivative contract mitigating the resulting risk will be recorded on the balance sheet at fair value).

We value our exchange-cleared derivatives using closing prices provided by the exchange as of the balance sheet date, and these are classified as Level 1 in the fair value hierarchy. Over-the-counter (OTC) financial swaps and physical commodity forward purchase and sale contracts are generally valued using quotations provided by brokers and price index developers such as Platts and Oil Price Information Service. These quotes are corroborated with market data and are classified as Level 2. In certain less liquid markets or for longer-term contracts, forward prices are not as readily available. In these circumstances, OTC swaps and physical commodity purchase and sale contracts are valued using internally developed methodologies that consider historical relationships among various commodities that result in management’s best estimate of fair value. These contracts are classified as Level 3.

Exchange-cleared financial options are valued using exchange closing prices and are classified as Level 1. Financial OTC and physical commodity options are valued using industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and contractual prices for the underlying instruments, as well as other relevant economic measures. The degree to which these inputs are observable in the forward markets determines whether the options are classified as Level 2 or 3.

We use a mid-market pricing convention (the mid-point between bid and ask prices). When appropriate, valuations are adjusted to reflect credit considerations, generally based on available market evidence.

The fair value hierarchy for our derivative assets and liabilities accounted for at fair value on a recurring basis was:

		Millions of Dollars
		September 30, 2009																December 31, 2008
		Level 1				Level 2				Level 3				Total				Level 1				Level 2				Level 3				Total
Assets
Commodity derivatives		$	3,542				2,086				55				5,683				4,994				2,874				112				7,980
Foreign exchange derivatives			-				67				-				67				-				97				-				97
Total assets			3,542				2,153				55				5,750				4,994				2,971				112				8,077
Liabilities
Commodity derivatives			(3,678	)			(1,767	)			(18	)			(5,463	)			(5,221	)			(2,497	)			(72	)			(7,790	)
Foreign exchange derivatives			-				(63	)			-				(63	)			-				(93	)			-				(93	)
Total liabilities			(3,678	)			(1,830	)			(18	)			(5,526	)			(5,221	)			(2,590	)			(72	)			(7,883	)
Net assets (liabilities)		$	(136	)			323				37				224				(227	)			381				40				194

The derivative values above are based on analysis of each contract as the fundamental unit of account; therefore, derivative assets and liabilities with the same counterparty are not reflected net where the legal right of offset exists. Gains or losses from contracts in one level may be offset by gains or losses on contracts in another level or by changes in values of physical contracts or positions that are not reflected in the table above.

The fair value of net commodity derivatives classified as Level 3 in the fair value hierarchy changed as follows:

		Millions of Dollars
		Three Months Ended								Nine Months Ended
		September 30								September 30
		2009				2008				2009				2008
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
Beginning balance		$	74				(56	)			40				(34	)
Total net gains (losses), realized and unrealized, included in earnings			(10	)			45				8				(8	)
Net purchases, issuances and settlements			(20	)			20				(47	)			44
Net transfers in (out) of Level 3			(7	)			3				36				10
Ending balance		$	37				12				37				12

The amounts of Level 3 gains (losses) included in earnings were:

		Millions of Dollars
		2009												2008
						Purchased												Purchased
		Other				Crude Oil,								Other				Crude Oil,
		Operating				Natural Gas								Operating				Natural Gas
		Revenues				and Products				Total				Revenues				and Products				Total
Three Months Ended September 30
Total gains (losses) included in earnings		$	(10	)			-				(10	)			55				(10	)			45
Change in unrealized gains (losses) relating to assets held at September 30		$	3				-				3				16				-				16
Change in unrealized gains (losses) relating to liabilities held at September 30		$	(16	)			-				(16	)			(9	)			(7	)			(16	)
Nine Months Ended September 30
Total gains (losses) included in earnings		$	8				-				8				(3	)			(5	)			(8	)
Change in unrealized gains (losses) relating to assets held at September 30		$	11				-				11				8				-				8
Change in unrealized gains (losses) relating to liabilities held at September 30		$	(21	)			-				(21	)			(4	)			(5	)			(9	)

Commodity Derivative Contracts—We operate in the worldwide crude oil, refined product, natural gas, natural gas liquids and electric power markets and are exposed to fluctuations in the prices for these commodities. These fluctuations can affect our revenues as well as the cost of our operating, investing and financing activities. Generally, our policy is to remain exposed to the market prices of commodities. However, we use futures, forwards, swaps and options in various markets to balance physical systems, meet customer needs, manage price exposures on specific transactions, and do a limited, immaterial amount of trading not directly related to our physical business. These activities may move our risk profile away from market average prices.

The fair value of commodity derivative assets and liabilities at September 30, 2009, and the line items where they appear on our consolidated balance sheet were:

		Millions
		of Dollars
Assets
Prepaid expenses and other current assets		$	5,254
Other assets			440
Liabilities
Other accruals			5,102
Other liabilities and deferred credits			372

Hedge accounting has not been used for any items in the table unless specified otherwise. The amounts shown are presented gross (i.e., without netting assets and liabilities with the same counterparty where the right of offset and intent to net exist).

The gains (losses) from commodity derivatives incurred during the three- and nine-month periods ended September 30, 2009, and the line items where they appear on our consolidated income statement were:

		Millions of Dollars
		Three Months Ended				Nine Months Ended
		September 30				September 30
Sales and other operating revenues		$	727				1,118
Other income			(4	)			21
Purchased crude oil, natural gas and products			(599	)			(1,554	)

The table below summarizes our material net exposures as of September 30, 2009, resulting from outstanding commodity derivative contracts. These financial and physical derivative contracts are primarily used to manage price exposure on our underlying operations. The underlying exposures may be from non-derivative positions such as inventory volumes or firm natural gas transport contracts. Financial derivative contracts may also offset physical derivative contracts, such as forward sales contracts.

		Open Position
		Long / (Short)
Commodity
Crude oil, refined products and natural gas liquids (millions of barrels)			(43	)
Natural gas, power and carbon dioxide emissions (billions of cubic feet)
Flat price			(68	)
Basis			135

Currency Exchange Rate Derivative Contracts—We have foreign currency exchange rate risk resulting from international operations. We do not comprehensively hedge the exposure to movements in currency exchange rates, although we may choose to selectively hedge certain foreign currency exchange rate exposures, such as firm commitments for capital projects or local currency tax payments and dividends.

The fair value of foreign currency derivative assets and liabilities open at September 30, 2009, and the line items where they appear on our consolidated balance sheet were:

		Millions
	of Dollars
Assets
Prepaid expenses and other current assets		$	60
Other assets			7
Liabilities
Other accruals			48
Other liabilities and deferred credits			15

Gains and losses from foreign currency derivatives during the three- and nine-month periods ended September 30, 2009, and the line item where they appear on our consolidated income statement were:

		Millions of Dollars
		Three Months Ended				Nine Months Ended
		September 30				September 30
Foreign currency transaction (gains) losses		$	40				(133	)

As of September 30, 2009, we had the following net position of outstanding foreign currency swap contracts, entered into primarily to hedge price exposure in our international operations.

		In Millions
		Notional*
Foreign Currency Swaps
Sell U.S. dollar, buy other currencies**		USD					3,462
Buy British pound, sell euro		GBP					251

Credit Risk
Our financial instruments that are potentially exposed to concentrations of credit risk consist primarily of cash equivalents, over-the-counter derivative contracts and trade receivables. Our cash equivalents are placed in high-quality commercial paper, money market funds and time deposits with major international banks and financial institutions.

The credit risk from our over-the-counter derivative contracts, such as forwards and swaps, derives from the counterparty to the transaction, typically a major bank or financial institution. 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 contracts, but futures have a negligible credit risk because they are traded on the New York Mercantile Exchange or the ICE Futures.

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

The aggregate fair value of all derivative instruments with such credit-risk-related contingent features that were in a liability position on September 30, 2009, was $365 million, for which no collateral was posted. If our credit rating were lowered one level from its “A” rating (per Standard and Poors) on September 30, 2009, we would be required to post no additional collateral to our counterparties. If we were downgraded below investment grade, we would be required to post $365 million of additional collateral, either in the form of cash or letters of credit.

Fair Values of Financial Instruments
We used the following methods and assumptions to estimate the fair value of financial instruments:

	•		Cash and cash equivalents: The carrying amount reported on the balance sheet approximates fair value.
	•		Accounts and notes receivable: The carrying amount reported on the balance sheet approximates fair value.
	•		Investment in LUKOIL shares: See Note 6—Investments, Loans and Long-Term Receivables, for a discussion of the carrying value and fair value of our investment in LUKOIL shares.
	•		Debt: The carrying amount of our floating-rate debt approximates fair value. The fair value of the fixed-rate debt is estimated based on quoted market prices.
	•		Fixed-rate 5.3 percent joint venture acquisition obligation: Fair value is estimated based on the net present value of the future cash flows, discounted at a September 30, 2009, effective yield rate of 2.91 percent, based on yields of U.S. Treasury securities of similar average duration adjusted for our average credit risk spread and the amortizing nature of the obligation principal. See Note 10—Joint Venture Acquisition Obligation, for additional information.
	•		Swaps: Fair value is estimated based on forward market prices and approximates the exit price at period end. When forward market prices are not available, they are estimated using the forward prices of a similar commodity with adjustments for differences in quality or location.
	•		Futures: Fair values are based on quoted market prices obtained from the New York Mercantile Exchange, the ICE Futures, or other traded exchanges.
	•		Forward-exchange contracts: Fair value is estimated by comparing the contract rate to the forward rate in effect on September 30, 2009, and approximates the exit price at that date.

Certain of our commodity derivative and financial instruments at September 30, 2009, were:

	Millions of Dollars
	Carrying Amount					Fair Value
Financial assets
Foreign currency derivatives		$	67				67
Commodity derivatives			1,166				1,166
Financial liabilities
Total debt, excluding capital leases			30,436				32,565
Joint venture acquisition obligation			5,828				6,410
Foreign currency derivatives			63				63
Commodity derivatives			863				863

The amounts shown for derivatives in the preceding table are presented net (i.e., assets and liabilities with the same counterparty are netted where the right of offset and intent to net exist). In addition, the commodity

derivative assets appear net of $85 million of obligations to return cash collateral, while the commodity derivative liabilities appear net of $168 million of rights to reclaim cash collateral. No collateral was deposited or held for the foreign currency derivatives.

Note 14—Comprehensive Income

ConocoPhillips’ comprehensive income was as follows:

		Millions of Dollars
		Three Months Ended								Nine Months Ended
		September 30								September 30
		2009				2008				2009				2008
Net income		$	1,520				5,203				3,690				14,817
After-tax changes in:
Defined benefit pension plans
Net prior service cost			3				7				9				(3	)
Net actuarial loss			33				10				100				17
Nonsponsored plans			4				4				2				8
Foreign currency translation adjustments			1,672				(1,584	)			4,473				(1,841	)
Hedging activities			2				1				3				1
Comprehensive income			3,234				3,641				8,277				12,999
Less: comprehensive income attributable to noncontrolling interests			(17	)			(15	)			(49	)			(51	)
Comprehensive income attributable to ConocoPhillips		$	3,217				3,626				8,228				12,948

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

		Millions of Dollars
		September 30				December 31
		2009				2008
Defined benefit pension plans		$	(1,323	)			(1,434	)
Foreign currency translation adjustments			4,042				(431	)
Deferred net hedging loss			(7	)			(10	)
Accumulated other comprehensive income (loss)		$	2,712				(1,875	)

None of the items within accumulated other comprehensive income (loss) related to noncontrolling interests.

Note 15—Cash Flow Information

		Millions of Dollars
		Nine Months Ended
		September 30
		2009				2008
Cash Payments
Interest		$	647				475
Income taxes			4,807				10,250

Note 16—Employee Benefit Plans

Pension and Postretirement Plans

		Millions of Dollars
		Pension Benefits																Other Benefits
Components of Net Periodic Benefit Cost		2009								2008								2009				2008
		U.S.				Int’l.				U.S.				Int’l.
Three Months Ended September 30
Service cost		$	48				20				46				24				2				2
Interest cost			69				38				61				44				12				8
Expected return on plan assets			(46	)			(33	)			(55	)			(45	)			-				-
Amortization of prior service cost			3				-				4				-				2				3
Recognized net actuarial (gain) loss			47				9				15				3				(4	)			(3	)
Net periodic benefit costs		$	121				34				71				26				12				10
Nine Months Ended September 30
Service cost		$	145				58				140				71				6				9
Interest cost			208				106				185				134				35				36
Expected return on plan assets			(138	)			(92	)			(167	)			(134	)			-				-
Amortization of prior service cost			8				-				8				-				6				8
Recognized net actuarial (gain) loss			140				26				48				9				(11	)			(13	)
Net periodic benefit costs		$	363				98				214				80				36				40

During the first nine months of 2009, we contributed $721 million to our domestic benefit plans and $116 million to our international benefit plans. We currently expect to make additional contributions of approximately $29 million to our domestic benefit plans and $24 million to our international benefit plans for totals of $750 million and $140 million, respectively, in 2009.

Severance Accrual
As a result of the current business environment’s impact on our operating and capital plans, a reduction in our overall employee work force is occurring during 2009. Various business units and staff groups recorded accruals in the fourth quarter of 2008 for severance and related employee benefits totaling $162 million. The following table summarizes our severance accrual activity:

		Millions of Dollars
		September 30				December 31
		2009				2008
Beginning balance		$	162				-
Accruals			5				162
Benefit payments			(72	)			-
Accrual reversals			(64	)			-
Ending balance		$	31				162

The remaining balance at September 30, 2009, of $31 million is classified as short-term.

Note 17—Related Party Transactions

Significant transactions with related parties were:

		Millions of Dollars
		Three Months Ended								Nine Months Ended
		September 30								September 30
		2009				2008				2009				2008
Operating revenues and other income (a)		$	1,871				3,944				5,236				11,115
Purchases (b)			3,614				6,038				9,264				16,129
Operating expenses and selling, general and administrative expenses (c)			85				142				241				385
Net interest expense (d)			19				15				58				55

(a)		We sold natural gas to DCP Midstream, LLC and crude oil to the Malaysian Refining Company Sdn. Bhd. (MRC), among others, for processing and marketing. Natural gas liquids, solvents and petrochemical feedstocks were sold to Chevron Phillips Chemical Company LLC (CPChem), gas oil and hydrogen feedstocks were sold to Excel Paralubes and refined products were sold primarily to CFJ Properties and LUKOIL. Natural gas, crude oil, blendstock and other intermediate products were sold to WRB Refining LLC. In addition, we charged several of our affiliates including CPChem and Merey Sweeny, L.P. (MSLP) for the use of common facilities, such as steam generators, waste and water treaters, and warehouse facilities.
(b)		We purchased refined products from WRB Refining. We purchased natural gas and natural gas liquids from DCP Midstream and CPChem for use in our refinery processes and other feedstocks from various affiliates. We purchased crude oil from LUKOIL and refined products from MRC. We also paid fees to various pipeline equity companies for transporting finished refined products and natural gas, as well as a price upgrade to MSLP for heavy crude processing. We purchased base oils and fuel products from Excel Paralubes for use in our refinery and specialty businesses.
(c)		We paid processing fees to various affiliates. Additionally, we paid crude oil transportation fees to pipeline equity companies.
(d)		We paid and/or received interest to/from various affiliates, including FCCL Partnership. See Note 6—Investments, Loans and Long-Term Receivables, for additional information on loans to affiliated companies.

Note 18—Segment Disclosures and Related Information

We have organized our reporting structure based on the grouping of similar products and services, resulting in six operating segments:

	1)		E&P—This segment primarily explores for, produces, transports and markets crude oil, natural gas and natural gas liquids on a worldwide basis.
	2)		Midstream—This segment gathers, processes and markets natural gas produced by ConocoPhillips and others, and fractionates and markets natural gas liquids, predominantly in the United States and Trinidad. The Midstream segment primarily consists of our 50 percent equity investment in DCP Midstream, LLC.
	3)		R&M—This segment purchases, refines, markets and transports crude oil and petroleum products, mainly in the United States, Europe and Asia.
	4)		LUKOIL Investment—This segment represents our investment in the ordinary shares of OAO LUKOIL, an international, integrated oil and gas company headquartered in Russia. At September 30, 2009, our ownership interest was 20 percent based on issued shares and 20.09 percent based on estimated shares outstanding.
	5)		Chemicals—This segment manufactures and markets petrochemicals and plastics on a worldwide basis. The Chemicals segment consists of our 50 percent equity investment in Chevron Phillips Chemical Company LLC.
	6)		Emerging Businesses—This segment represents our investment in new technologies or businesses outside our normal scope of operations.

Corporate and Other includes general corporate overhead, most interest expense and various other corporate activities. Corporate assets include all cash and cash equivalents. 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								Nine Months Ended
		September 30								September 30
		2009				2008				2009				2008
Sales and Other Operating Revenues
E&P
United States		$	5,655				15,320				17,148				42,831
International			5,908				10,333				17,607				27,245
Intersegment eliminations—U.S.			(1,225	)			(2,263	)			(3,271	)			(6,900	)
Intersegment eliminations—international			(1,998	)			(3,005	)			(4,783	)			(8,852	)
E&P			8,340				20,385				26,701				54,324
Midstream
Total sales			1,325				2,112				3,220				5,854
Intersegment eliminations			(76	)			(52	)			(177	)			(171	)
Midstream			1,249				2,060				3,043				5,683
R&M
United States			21,070				33,778				52,485				97,989
International			9,637				14,065				24,469				38,960
Intersegment eliminations—U.S.			(157	)			(293	)			(414	)			(797	)
Intersegment eliminations—international			(18	)			(17	)			(38	)			(37	)
R&M			30,532				47,533				76,502				136,115
LUKOIL Investment			-				-				-				-
Chemicals			2				2				8				8
Emerging Businesses
Total sales			134				303				421				791
Intersegment eliminations			(90	)			(244	)			(331	)			(600	)
Emerging Businesses			44				59				90				191
Corporate and Other			6				5				18				17
Consolidated sales and other operating revenues		$	40,173				70,044				106,362				196,338
Net Income (Loss) Attributable to ConocoPhillips
E&P
United States		$	327				1,606				836				4,807
International			651				2,322				1,567				6,007
Total E&P			978				3,928				2,403				10,814
Midstream			62				173				216				472
R&M
United States			73				524				133				1,546
International			26				325				119				487
Total R&M			99				849				252				2,033
LUKOIL Investment			545				438				1,275				1,922
Chemicals			104				46				194				116
Emerging Businesses			(2	)			35				-				55
Corporate and Other			(283	)			(281	)			(699	)			(646	)
Consolidated net income attributable to ConocoPhillips		$	1,503				5,188				3,641				14,766

		Millions of Dollars
		September 30				December 31
		2009				2008
Total Assets
E&P
United States		$	35,773				36,962
International			63,642				58,912
Total E&P			99,415				95,874
Midstream			1,956				1,455
R&M
United States			25,277				22,554
International			9,604				7,942
Goodwill			3,715				3,778
Total R&M			38,596				34,274
LUKOIL Investment			6,696				5,455
Chemicals			2,400				2,217
Emerging Businesses			1,072				924
Corporate and Other			2,292				2,666
Consolidated total assets		$	152,427				142,865

Note 19—Income Taxes

Our effective tax rates for the third quarter and first nine months of 2009 were 48 percent and 50 percent, respectively, compared with 45 percent for each of the same two periods of 2008. The change in the effective tax rate for the third quarter and nine-month periods of 2009, versus the corresponding periods of 2008, was primarily due to a higher proportion of income earned in higher tax jurisdictions in 2009. The effective tax rate in excess of the domestic federal statutory rate of 35 percent was primarily due to foreign taxes.

Note 20—New Accounting Standards

In June 2009, the FASB issued SFAS No. 166, “Accounting for Transfers of Financial Assets, an amendment of FASB Statement No. 140.” This Statement will be codified primarily into FASB ASC Topic 860, “Transfers and Servicing.” This Statement removes the concept of a qualifying special purpose entity (SPE) and the exception for qualifying SPEs from the consolidation guidance. Additionally, the Statement clarifies the requirements for financial asset transfers eligible for sale accounting. This Statement is effective January 1, 2010, and we do not expect any significant impact to our consolidated financial statements.

Also in June 2009, the FASB issued SFAS No. 167, “Amendments to FASB Interpretation No. 46(R),” to address the effects of the elimination of the qualifying SPE concept in SFAS No. 166, and other concerns about the application of key provisions of consolidation guidance for VIEs. This Statement will be codified primarily into FASB ASC Topic 810, “Consolidation.” More specifically, SFAS No. 167 requires a qualitative rather than a quantitative approach to determine the primary beneficiary of a VIE, it amends certain guidance pertaining to the determination of the primary beneficiary when related parties are involved, and it amends certain guidance for determining whether an entity is a VIE. Additionally, this Statement requires continuous assessments of whether an enterprise is the primary beneficiary of a VIE. This Statement is effective January 1, 2010. We are currently evaluating the impact on our consolidated financial statements.

In December 2008, the FASB issued FSP FAS 132(R)-1, “Employers’ Disclosures about Postretirement Benefit Plan Assets,” to improve the transparency associated with disclosures about the plan assets of a defined benefit pension or other postretirement plan. This Statement was codified into FASB ASC Topic 715, “Compensation—Retirement Benefits.” Topic 715 requires the disclosure of each major asset category at fair value using the fair value hierarchy. This Topic is effective for annual financial statements beginning with the 2009 fiscal year, but will not impact our consolidated financial statements, other than requiring additional disclosures.

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

	•		ConocoPhillips, ConocoPhillips Company, ConocoPhillips Australia Funding Company, ConocoPhillips Canada Funding Company I, and ConocoPhillips Canada Funding Company II (in each case, reflecting investments in subsidiaries utilizing the equity method of accounting).
	•		All other nonguarantor subsidiaries of ConocoPhillips.
	•		The consolidating adjustments necessary to present ConocoPhillips’ results on a consolidated basis.

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

		Millions of Dollars
		Three Months Ended September 30, 2009
										ConocoPhillips				ConocoPhillips				ConocoPhillips
										Australia				Canada				Canada
						ConocoPhillips				Funding				Funding				Funding				All Other				Consolidating				Total
Income Statement		ConocoPhillips				Company				Company				Company I				Company II				Subsidiaries				Adjustments				Consolidated
Revenues and Other Income
Sales and other operating revenues		$	-				24,981				-				-				-				15,192				-				40,173
Equity in earnings of affiliates			1,609				1,728				-				-				-				700				(3,022	)			1,015
Other income (loss)			1				150				-				-				-				(34	)			-				117
Intercompany revenues			13				264				11				20				12				5,377				(5,697	)			-
Total Revenues and Other Income			1,623				27,123				11				20				12				21,235				(8,719	)			41,305
Costs and Expenses
Purchased crude oil, natural gas and products			-				22,158				-				-				-				11,395				(5,545	)			28,008
Production and operating expenses			-				1,057				-				-				-				1,499				(22	)			2,534
Selling, general and administrative expenses			4				275				-				-				-				143				5				427
Exploration expenses			-				90				-				-				-				296				-				386
Depreciation, depletion and amortization			-				432				-				-				-				1,895				-				2,327
Impairments			-				55				-				-				-				1				-				56
Taxes other than income taxes			-				1,304				-				-				-				2,901				-				4,205
Accretion on discounted liabilities			-				6				-				-				-				90				-				96
Interest and debt expense			173				15				10				19				13				241				(135	)			336
Foreign currency transaction (gains) losses			-				13				-				77				69				(176	)			-				(17	)
Total Costs and Expenses			177				25,405				10				96				82				18,285				(5,697	)			38,358
Income (loss) before income taxes			1,446				1,718				1				(76	)			(70	)			2,950				(3,022	)			2,947
Provision for income taxes			(57	)			109				-				4				(3	)			1,374				-				1,427
Net income (loss)			1,503				1,609				1				(80	)			(67	)			1,576				(3,022	)			1,520
Less: net income attributable to noncontrolling interests			-				-				-				-				-				(17	)			-				(17	)
Net Income (Loss) Attributable to ConocoPhillips		$	1,503				1,609				1				(80	)			(67	)			1,559				(3,022	)			1,503
Income Statement		Three Months Ended September 30, 2008
Revenues and Other Income
Sales and other operating revenues		$	-				45,549				-				-				-				24,495				-				70,044
Equity in earnings of affiliates			5,256				3,856				-				-				-				1,181				(9,079	)			1,214
Other income (loss)			(1	)			135				-				-				-				(19	)			-				115
Intercompany revenues			1				1,166				20				22				14				9,720				(10,943	)			-
Total Revenues and Other Income			5,256				50,706				20				22				14				35,377				(20,022	)			71,373
Costs and Expenses
Purchased crude oil, natural gas and products			-				41,990				-				-				-				18,180				(10,562	)			49,608
Production and operating expenses			-				1,243				-				-				-				1,841				(25	)			3,059
Selling, general and administrative expenses			7				339				-				-				-				180				(13	)			513
Exploration expenses			-				31				-				-				-				236				-				267
Depreciation, depletion and amortization			-				393				-				-				-				1,968				-				2,361
Impairments			-				-				-				-				-				57				-				57
Taxes other than income taxes			-				1,280				-				-				-				4,396				(57	)			5,619
Accretion on discounted liabilities			-				14				-				-				-				100				-				114
Interest and debt expense			97				132				17				19				14				246				(286	)			239
Foreign currency transaction (gains) losses			-				18				-				(71	)			(99	)			206				-				54
Total Costs and Expenses			104				45,440				17				(52	)			(85	)			27,410				(10,943	)			61,891
Income before income taxes			5,152				5,266				3				74				99				7,967				(9,079	)			9,482
Provision for income taxes			(36	)			618				1				7				17				3,672				-				4,279
Net income			5,188				4,648				2				67				82				4,295				(9,079	)			5,203
Less: net income attributable to noncontrolling interests			-				-				-				-				-				(15	)			-				(15	)
Net Income Attributable to ConocoPhillips		$	5,188				4,648				2				67				82				4,280				(9,079	)			5,188