March 9, 2012

Mary L. Schapiro, Chairman

Securities and Exchange Commission
Division of Corporation Finance
Office of Chief Counsel
100 F Street, N.E.
Washington, D.C. 20549
By eMail To: shareholderproposals@sec.gov
Roger K. Parsons, Ph. D.
2520 K AVENUE, SUITE 700"739
GARLAND, TEXAS 75074-5342
TEL +1214.649.809
FAX + 1 972.295.2776
eMAIL staff@lran-Coooco-Affajc US
WEB http' LJS
OBJECTIONS TO SECURITIES REGISTRATION BY CONOCOPHILLIPS AND PHILLIPS 66
I write to object to the Securities and Exchange Commission (SEC) allowing the registration of
the securities for Phillips 66 ("PSX'1 and ConocoPhillips ("COP'1 that are to be used in a
Reverse Morris Trust ("RMT") spin-off transaction detailed in the November 14, 2011 Form 10,
and the February 22,2012 Form S-3. Stripped of obfuscating legalese, this RMT transaction is
a scheme to concentrate COP's ripening toxic tort liabilities into a bankruptcy-bound PSX, and
to concentrate COP's hoarded in-ground petroleum assets into a cash-rich post-spin-off COP
ripe for takeover by private equity interests.
Informed by a careful reading of the COP and PSX filings, the anticipated spin-off transaction
can be seen as a premeditated fraud against COP and prospective PSX shareholders. Neither
COP nor PSX provides any accounting for what are predictable liabilities for toxic tort litigation
arising from groundwater contamination by refineries and service stations for which PSX is
indemnifying COP without benefit of COP's in-ground petroleum assets. Liabilities for toxic tort
litigation are likely to be two orders of magnitude larger than the relatively small regulatory
sanctions imposed by state and federal government agencies.
1
If the SEC allows the issuance of COP and PSX securities to public markets, COP and PSX
shareholders will be forced to use for-profit class-action lawyers to seek relief after the
predictable damages from this fraud have accrued. Preemptive SEC attention to this matter will
avoid wasteful litigation that only serves to enrich class-action lawyers in long-pending cases
like that against Halliburton, Inc. (" HAL") under similar circumstances.
2
By copy of this letter,
COP directors are being notified of the predictable damages shareholders will suffer if they fail
in their fiduciary duty to act in good faith on their knowledge of these matters.
1 A similar failure to accurately appraise COP's in-ground petroleum assets for shareholders lead the 1981
attempted hostile takeover of COP by Canadian bome Petroleum, Ltd. Dome Petroleum was provided inside
information, not available to shareholders, by COP insiders about great disparity between the public share price and
in-ground petroleum asset value of COP.
2 See The Archdiocese of Milwaukee Supporting Fund, Inc., et al II.. Halliburton Company, et at; USDC-TXND Case
3:02-cv-01152, pending before Judge Barbara M. G. Lynn. The case relates to the HAL's spin-off of D-II Industries
that encapsulated HAL's asbestos toxic tort litigation liabilities into a company financed by HAL common stock
substantially diluted HAL common stockholders equity.
Sincerely,
Roger K. Parsons
cc ConocoPhillips Directors
Richard L. Armitage
President of Armitage International
2300 Clarendon Blvd, Suite 601
Arlington, Virginia 22201-3392
Facsimile: (703) 248-0166
Richard H. Auchinleck
c/o Debra J. Poon, Senior Legal Counsel and Corporate Secretary
Enbridge Income Fund Holdings Incorporated
3000 Fifth Avenue Place
425 - 1 st Street S. W.
Calgary, Alberta
T2P 3L8 Canada
Fax: (403) 231-3920
James E. Copeland, Jr.
c/o General Counsel and Corporate Secretary
Equifax Incorporated
1550 Peachtree Street, N.W.
Atlanta, Georgia 30309
Facsimile: (404) 885-8522
eMail: corpsec@equifax.com
Kenneth M. Duberstein
Duberstein Group Incorporated
2100 Pennsylvania Ave Nw, #500
Washington, DC 20037
Facsimile: (202) 728- 1123
Ruth R. Harkin
c/o Senator Tom Harkin, Iowa
731 Hart Senate Office Building
Washington, DC 20510
Facsimile: (202) 224-9369
Harold W. McGraw III
The McGraw-Hili Companies, Inc.
1221 Avenue of the Americas
New York, NY 10020-1095
Facsimile: (212) 512-3840
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James J. Mulva
c/o Janet Langford Kelly, Corporate Secretary
Office of the ConocoPhiilips Corporate Secretary
ConocoPhillips
600 North Dairy Ashford
Houston, Texas 77079
Facsimile: (281) 293-4111
Robert A. Niblock
Chairman and Chief Executive Officer of Lowe's Companies, Inc.
1000 Lowes Boulevard
Mooresville, North Carolina 28117
Facsimile: (336) 658-4766
William K. Reilly
President and Chief Executive Officer of Aqua International Partners
345 California Street, Floor 33
San Francisco, CA 94104-2639
Facsimile: (415) 743-1504
Victoria J. Tschinkel
Chairwoman of 1000 Friends of Florida
308 North Monroe Street
Tallahassee, FL 32301
Facsimile: (850) 222-1117
Kathryn C. Turner
Chairperson and Chief Executive Officer of Standard Technology, Inc.
Global Headquarters
Accounting and Finance Division
191 Peachtree St NE, Suite 3975
Atlanta, Georgia 30303
Facsimile: (478) 322-0132
William E. Wade, Jr.
c/o Janet Langford Kelly, Corporate Secretary
Office of the ConocoPhillips Corporate Secretary
ConocoPhillips
600 North Dairy Ashford
Houston, Texas 77079
Facsimile: (281) 293-4111
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