8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): April 24, 2008

ConocoPhillips(Exact name of registrant as specified in its charter)

Delaware	001-32395	01-0562944
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

600 North Dairy Ashford
Houston, Texas 77079

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (281) 293-1000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02     Results of Operations and Financial Condition.

On April 24, 2008, ConocoPhillips issued a press release announcing the company's financial and operating results for the quarter ended March 31, 2008. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference. Additional financial and operating information about the quarter is furnished as Exhibits 99.2 and 99.3 hereto and incorporated herein by reference.

Item 9.01     Financial Statements and Exhibits.

(d)	Exhibits
	99.1	—	Press release issued by ConocoPhillips on April 24, 2008.
	99.2	—	Financial and operational tables.
	99.3	—	Supplemental financial information.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CONOCOPHILLIPS
	/s/ Rand C. Berney
	Rand C. Berney
	Vice President and Controller
April 24, 2008

3

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release issued by ConocoPhillips on April 24, 2008.
99.2	Financial and operational tables.
99.3	Supplemental financial information.

4

EX-99.1

Exhibit 99.1

ConocoPhillips Reports First-Quarter Net Income of $4.1 Billion Or $2.62 Per Share

HOUSTON--(BUSINESS WIRE)--ConocoPhillips (NYSE:COP):

Earnings at a glance
	First Quarter
	2008	2007
Net income	$4,139 million	3,546 million
Diluted income per share	$2.62	2.12
Revenues	$54.9 billion	41.3 billion

ConocoPhillips (NYSE:COP) today reported first-quarter net income of $4,139 million, or $2.62 per share. This compared with $3,546 million, or $2.12 per share, for the same quarter in 2007. Revenues were $54.9 billion, versus $41.3 billion a year ago.

“Although we delivered solid financial results during the first quarter, unplanned downtime negatively impacted our performance,” said Jim Mulva, chairman and chief executive officer. “Our upstream business produced 2.25 million BOE per day, including our estimated share of LUKOIL’s production, and we benefited from higher commodity prices. In the downstream business, our worldwide refining crude oil capacity utilization rate was 89 percent and we were impacted by significantly lower realized margins.

“During the quarter, we generated $6.6 billion of cash from operations and $0.4 billion in proceeds from asset dispositions. This enabled us to repurchase $2.5 billion of ConocoPhillips common stock, fund $3.5 billion of our capital program, and pay $0.7 billion in dividends. We ended the quarter with debt of $21.5 billion, a debt-to-capital ratio of 19 percent and a cash balance of $1.4 billion.”

The results for ConocoPhillips’ business segments follow.

Exploration and Production (E&P)

E&P first-quarter net income was $2,887 million, up from $2,608 million in the previous quarter and $2,329 million in the first quarter of 2007. The increase from the fourth quarter of 2007 was primarily due to higher commodity prices, partially offset by reduced volumes and the absence of fourth-quarter 2007 benefits related to a Canadian federal tax-rate change and the extinguishment of the Hamaca project financing.

The increase from the first quarter of 2007 was primarily due to higher commodity prices, partially offset by higher taxes, lower volumes, a reduced net benefit from asset rationalization efforts, and increased operating costs.

Daily production from the E&P segment, including Canadian Syncrude and excluding the LUKOIL Investment segment, averaged 1.79 million barrels of oil equivalent (BOE) per day, a decrease from 1.84 million BOE per day in the previous quarter and 2.02 million BOE per day in the first quarter of 2007. The production decrease from the previous quarter was primarily due to unplanned downtime in the U.S. Lower 48, largely as a result of the shutdown of a non-operated natural gas processing plant in the San Juan Basin. In addition, volumes were negatively impacted by the absence of one-time, fourth-quarter natural gas liquids volume adjustments in the Lower 48. These decreases were partially offset by higher production in the Timor Sea as a result of less planned downtime.

The production decrease from the first quarter of 2007 was primarily due to the expropriation of the company’s Venezuelan oil projects and ConocoPhillips’ exit from Dubai, as well as normal field decline and unplanned downtime in the Lower 48. This decrease was partially offset by production from new developments in Canada, the United Kingdom and Norway.

Before-tax exploration expenses were $309 million in the first quarter of 2008, compared with $268 million in the previous quarter and $262 million in the first quarter of 2007.

Midstream

The Midstream segment had first-quarter net income of $137 million, down from $162 million in the previous quarter and up from $85 million in the first quarter of 2007. The decrease from the previous quarter was primarily due to lower realized natural gas liquids prices. The increase from the first quarter of 2007 was primarily due to significantly higher realized natural gas liquids prices.

Refining and Marketing (R&M)

R&M net income was $520 million in the first quarter, down from $1,122 million in the previous quarter and $1,136 million in the first quarter of 2007.

Results for the first quarter were lower primarily due to the absence of inventory benefits realized in the fourth quarter of 2007. Despite a modest increase in the global market crack from the previous quarter, realized refining margins were also lower due to the adverse impact of certain domestic regional gasoline and distillate differentials, as well as secondary product prices, mainly for natural gas liquids and fuel oil. In addition, earnings were less than the previous quarter due to lower volumes, which included a decrease in ConocoPhillips’ ownership interest in the Borger, Texas, refinery to 65 percent in 2008 from 85 percent in 2007. Earnings were also lower due to operational problems in the fluid catalytic cracking unit at the Humber refinery in the United Kingdom. These decreases were partially offset by increased gains from asset rationalization efforts and lower controllable costs.

The decrease in net income from the first quarter of 2007 was primarily due to lower U.S. refining market cracks and lower volumes. Refining volumes decreased due to unplanned downtime at the company’s U.S. Gulf Coast refineries and the ownership interest change in Borger, while international marketing sales declined as a result of 2007 asset dispositions. These decreases were partially offset by higher realized international refining cracks.

The domestic refining crude oil capacity utilization rate for the first quarter was 90 percent, a 6 percent decrease from the previous quarter. Refining volumes decreased due to higher planned maintenance at the company’s refineries in the East and Central regions of the United States, as well as the unplanned downtime at the Gulf Coast refineries. The international crude oil capacity utilization rate was 86 percent, down from 92 percent in the previous quarter. This decrease was primarily the result of weak hydro-skimming margins during the first quarter, which led to run reductions at ConocoPhillips’ Wilhelmshaven, Germany, refinery.

Worldwide, R&M’s refining crude oil capacity utilization rate was 89 percent, down from 95 percent the previous quarter and 94 percent in the first quarter of 2007. Before-tax turnaround costs were $90 million in the first quarter of 2008, up from $80 million in the previous quarter and $75 million in the first quarter of 2007.

LUKOIL Investment

The LUKOIL Investment segment had first-quarter net income of $710 million, up from $649 million in the previous quarter and $256 million in the first quarter of 2007. The results include ConocoPhillips’ estimated equity share of OAO LUKOIL’s (LUKOIL) income for the first quarter based on market indicators and LUKOIL’s publicly available operating results. The increases in net income from the previous quarter and the first quarter of 2007 were primarily due to higher estimated realized prices, partially offset by higher estimated taxes.

For the first quarter of 2008, ConocoPhillips estimated its equity share of LUKOIL production was 459,000 BOE per day and its share of LUKOIL daily refining crude oil throughput was 222,000 barrels per day.

Chemicals

Chemicals net income was $52 million in the first quarter, down from $99 million in the previous quarter and $82 million in the first quarter of 2007. The decrease from the previous quarter was primarily due to the absence of a one-time, capital-loss tax benefit included in the fourth quarter of 2007 and higher utility and turnaround costs, partially offset by higher olefins and polyolefins margins. The decrease from the first quarter of 2007 was primarily due to higher utility and turnaround costs, as well as lower aromatics and styrenics margins.

Emerging Businesses

The Emerging Businesses segment had net income of $12 million in the first quarter, up from $2 million in the previous quarter and a net loss of $1 million in the first quarter of 2007. The increase from the previous quarter was primarily due to higher international power generation margins, partially offset by the effects of unplanned downtime at the company’s Immingham Combined Heat and Power plant in the United Kingdom. The increase from the first quarter of 2007 was primarily due to higher international power generation results, partially offset by higher spending associated with ConocoPhillips’ alternative energy programs.

Corporate and Other

First-quarter Corporate expenses were $179 million after-tax, down from $271 million in the previous quarter and $341 million in the first quarter of 2007. The decreases from the previous quarter and the first quarter of 2007 were primarily due to lower net interest expense and reduced foreign exchange losses.

The company’s effective tax rate for the quarter was 45.2 percent. This compared with 40.3 percent in the previous quarter and 41.5 percent in the first quarter of 2007.

Outlook

Mr. Mulva concluded:

“We expect to achieve our strategic objectives for 2008, and we are focused on continuous improvement in all of our operations. We will continue to supply crude oil, natural gas and refined product volumes to meet the world’s energy needs through the disciplined development and efficient operation of our portfolio of high-quality assets.

“We are strengthening distributions to shareholders through increased dividends and continued share repurchases. During the first quarter, we repurchased $2.5 billion of ConocoPhillips common stock and increased our dividend by approximately 15 percent. The number of weighted-average diluted shares outstanding during the first quarter was 1,582 million.

“In addition, we were the successful bidder on several prospective leases located in Alaska’s Chukchi Sea and the U.S. Gulf of Mexico. We also formed a strategic research alliance with Iowa State University and the U.S. Department of Energy’s National Renewable Energy Laboratory in order to identify promising cellulosic biomass conversion technologies.

“We are pleased to be working with BP to construct a pipeline that will move natural gas from Alaska’s North Slope through Canada to the U.S. Lower 48. This pipeline will move approximately 4 billion cubic feet of natural gas per day to markets, and it will be the largest private sector construction project ever built in North America.

“Looking ahead to the second quarter, we expect the company’s E&P segment production will be lower than the first quarter as a result of scheduled maintenance. We anticipate full-year 2008 production will be consistent with our operating plan. We expect exploration expenses to be approximately $250 million for the quarter.

“Downstream, while margins are anticipated to improve, we expect continued negative pressure from crude costs relative to secondary product prices. As a result of planned maintenance during the quarter at several facilities and the potential for ongoing weak hydro-skimming margins at our Wilhelmshaven refinery, we anticipate the worldwide refining crude oil capacity utilization rate to be in the lower-90-percent range during the second quarter. Turnaround costs are expected to be approximately $175 million before-tax for the quarter.

“Lastly, we anticipate share repurchases will be between $2 billion and $3 billion for the second quarter, which is in line with our plans to complete $10 billion in authorized share repurchases for 2008.”

ConocoPhillips is an international, integrated energy company with interests around the world. Headquartered in Houston, the company had approximately 32,800 employees, $183 billion of assets, and $220 billion of annualized revenues as of March 31, 2008. For more information, go to www.conocophillips.com.

ConocoPhillips’ quarterly conference call is scheduled for 10 a.m. Eastern time today.

To listen to the conference call and to view related presentation materials, go to www.conocophillips.com and click on the “Investor Information” link.

For financial and operational tables and detailed supplemental information, go to

www.conocophillips.com/investor/financial_reports/earnings_reports

CAUTIONARY STATEMENT FOR THE PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created thereby. Forward-looking statements relate to future events and anticipated results of operations, business strategies, and other aspects of our operations or operating results. In many cases you can identify forward-looking statements by terminology such as "anticipate," "estimate," "believe," "continue," "could," "intend," "may," "plan," "potential," "predict," "should," "will," "expect," "objective," "projection," "forecast," "goal," "guidance," "outlook," "effort," "target" and other similar words. However, the absence of these words does not mean that the statements are not forward-looking. Where, in any forward-looking statement, the company expresses an expectation or belief as to future results, such expectation or belief is expressed in good faith and believed to have a reasonable basis. However, there can be no assurance that such expectation or belief will result or be achieved. The actual results of operations can and will be affected by a variety of risks and other matters including, but not limited to, crude oil and natural gas prices; refining and marketing margins; potential failure to achieve, and potential delays in achieving expected reserves or production levels from existing and future oil and gas development projects due to operating hazards, drilling risks, and the inherent uncertainties in interpreting engineering data relating to underground accumulations of oil and gas; unsuccessful exploratory drilling activities; lack of exploration success; potential disruption or unexpected technical difficulties in developing new products and manufacturing processes; potential failure of new products to achieve acceptance in the market; unexpected cost increases or technical difficulties in constructing or modifying company manufacturing or refining facilities; unexpected difficulties in manufacturing, transporting or refining synthetic crude oil; international monetary conditions and exchange controls; potential liability for remedial actions under existing or future environmental regulations; potential liability resulting from pending or future litigation; general domestic and international economic and political conditions, as well as changes in tax and other laws applicable to our business. Other factors that could cause actual results to differ materially from those described in the forward-looking statements include other economic, business, competitive and/or regulatory factors affecting our business generally as set forth in our filings with the Securities and Exchange Commission (SEC). Unless legally required, ConocoPhillips undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Cautionary Note to U.S. Investors -- The SEC permits oil and gas companies, in their filings with the SEC, to disclose only proved reserves that a company has demonstrated by actual production or conclusive formation tests to be economically and legally producible under existing economic and operating conditions. Production is distinguished from oil and gas production because SEC regulations define Syncrude as mining-related and not part of conventional oil and natural gas reserves. The company uses certain terms in this release, such as "including Canadian Syncrude," and “resources” that the SEC's guidelines strictly prohibit us from including in filings with the SEC. U.S. investors are urged to consider closely the disclosures in the company’s periodic filings with the SEC, available from the company at 600 North Dairy Ashford Road, Houston, Texas 77079 and the company’s Web site at www.conocophillips.com/investor/sec. This information also can be obtained from the SEC by calling 1-800-SEC-0330.

CONTACT:
ConocoPhillips, Houston
Becky Johnson, 281-293-6743 (media)
or
Gary Russell, 212-207-1996 (investors)

EX-99.2

Exhibit 99.2

ConocoPhillips
Houston, Texas 77079
Preliminary
FINANCIAL HIGHLIGHTS
	Millions of Dollars
	Three Months Ended
	March 31
		2008		2007
Revenues and Other Income
Sales and other operating revenues*	$	54,883		41,320
Equity in earnings of affiliates		1,359		929
Other income		310		618
		56,552		42,867
Costs and Expenses
Purchased crude oil, natural gas and products		37,820		26,715
Production and operating expenses		2,691		2,492
Selling, general and administrative expenses		526		527
Exploration expenses		309		262
Depreciation, depletion and amortization		2,209		2,024
Impairments		6		(1	)
Taxes other than income taxes*		5,155		4,374
Accretion on discounted liabilities		104		79
Interest and debt expense		207		307
Foreign currency transaction (gains) losses		(43	)	1
Minority interests		19		21
		49,003		36,801
Income before income taxes		7,549		6,066
Provision for income taxes		3,410		2,520
Net Income	$	4,139		3,546
Net Income per share of common stock (dollars)
Basic	$	2.65		2.15
Diluted	$	2.62		2.12
Average common shares outstanding (in thousands)
Basic		1,562,198		1,647,352
Diluted		1,582,025		1,668,847
*Includes excise taxes on petroleum products sales:	$	3,857		3,841

1

ConocoPhillips
Houston, Texas 77079
Preliminary
SELECTED FINANCIAL DATA
	Millions of Dollars
	Three Months Ended
	March 31
	2008			2007
SUMMARY OF NET INCOME (LOSS)
E&P
United States	$	1,349		916
International		1,538		1,413
Total E&P		2,887		2,329
Midstream		137		85
R&M
United States		435		896
International		85		240
Total R&M		520		1,136
LUKOIL Investment		710		256
Chemicals		52		82
Emerging Businesses		12		(1	)
Corporate and other		(179	)	(341	)
Consolidated	$	4,139		3,546

2

ConocoPhillips
Houston, Texas 77079
Preliminary
SELECTED FINANCIAL DATA
	Three Months Ended
	March 31
	2008				2007
Effective tax rate %		45.2		%	41.5
	Millions of Dollars
FOREIGN CURRENCY GAINS (LOSSES)
AFTER-TAX
E&P	$	(10	)		17
Midstream		-			-
R&M		38			-
LUKOIL Investment		(2	)		-
Chemicals		-			-
Emerging Businesses		(1	)		-
Corporate and other		(3	)		(14	)
	$	22			3
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income	$	4,139			3,546
Depreciation, depletion and amortization		2,209			2,024
Impairments		6			(1	)
Dry hole costs and leasehold impairments		154			148
Accretion on discounted liabilities		104			79
Deferred taxes		(17	)		77
Undistributed equity earnings		(987	)		(557	)
Gain on asset dispositions		(181	)		(499	)
Other		(164	)		(94	)
Working capital adjustments		1,324			2,150
Net cash provided by operating activities	$	6,587			6,873
CAPITAL EXPENDITURES AND INVESTMENTS
E&P
United States	$	1,079			843
International		1,739			1,727
		2,818			2,570
Midstream		-			-
R&M		363			205
LUKOIL Investment		-			-
Chemicals		-			-
Emerging Businesses		61			31
Corporate and other		80			41
	$	3,322			2,847
OTHER
	March 31, 2008				December 31, 2007
Total debt	$	21,492			21,687
Common stockholders' equity	$	89,575			88,983

3

ConocoPhillips
Houston, Texas 77079
Preliminary
OPERATING HIGHLIGHTS
BY SEGMENT
	Three Months Ended
	March 31
	2008	2007
	Thousands of Barrels Daily
E&P
Crude oil produced
United States
Alaska	254	276
Lower 48	97	104
	351	380
Norway	153	179
United Kingdom	48	55
Canada	23	21
China	33	38
Indonesia	16	13
Vietnam	20	23
Timor Sea	23	24
Libya	47	45
Other	44	62
Total consolidated	758	840
Equity affiliates
Canada	29	23
Russia	16	15
Venezuela	-	82
Total Worldwide	803	960
Syncrude	20	23
Natural gas liquids produced
United States
Alaska*	19	22
Lower 48	69	68
	88	90
Norway	13	8
United Kingdom	10	6
Canada	26	31
Timor Sea	15	12
Other	2	3
Total Worldwide	154	150
*Includes reinjected volumes sold lease-to-lease:	13	16
	Millions of Cubic Feet Daily
Natural gas produced*
United States
Alaska	100	122
Lower 48	1,963	2,190
	2,063	2,312
Norway	273	247
United Kingdom	695	785
Canada	1,101	1,152
China	10	11
Timor Sea	246	243
Indonesia	314	331
Vietnam	16	15
Libya	9	5
Other	173	212
Total consolidated	4,900	5,313
Equity affiliates
Venezuela	-	9
Total Worldwide	4,900	5,322
*Represents quantities available for sale. Excludes gas equivalent of NGL shown above.
Liquefied natural gas sales	480	492
LUKOIL Investment
Production (MBOE/D)*	459	445
Refinery crude oil throughput (MB/D)*	222	219
*Represents our estimated net share of LUKOIL.

4

ConocoPhillips
Houston, Texas 77079
Preliminary
OPERATING HIGHLIGHTS
	Three Months Ended
	March 31
	2008		2007
E&P
	Per Unit
Average sales prices
Crude oil (per barrel)
United States
Alaska	$	95.47	55.50
Lower 48		90.35	49.32
Total U.S.		94.02	53.78
International		95.32	56.29
Total consolidated		94.71	55.17
Equity affiliates*		62.78	40.02
Total Worldwide		92.88	53.38
Natural gas (per MCF)
United States
Alaska	$	4.31	4.19
Lower 48		7.67	6.21
Total U.S.		7.63	6.19
International		8.32	6.49
Total consolidated		8.03	6.36
Equity affiliates*		-	0.29
Total Worldwide		8.03	6.35
*Excludes our equity share of LUKOIL reported in the LUKOIL Investment segment.
Midstream
	Thousands of Barrels Daily
Natural gas liquids extracted
Consolidated
United States		-	15
International		-	-
Equity affiliates
United States		190	174
International		8	8
		198	197
	Per Barrel
U.S. product prices
Weighted average NGL**
Consolidated	$	60.09	37.73
DCP		56.48	36.55
**Prices are based on index prices from the Mont Belvieu and Conway market hubs that are weighted by natural gas liquids component and location mix.

5

ConocoPhillips
Houston, Texas 77079
	Three Months Ended
	March 31
	2008		2007
	Thousands of Barrels Daily
R&M
United States*
Crude oil capacity		2,008	2,033
Crude oil runs		1,806	1,938
Refinery production		1,991	2,152
International*
Crude oil capacity		670	696
Crude oil runs		578	623
Refinery production		574	644
U.S. petroleum products sales volumes
Gasoline		1,070	1,258
Distillates		869	862
Other products		384	480
		2,323	2,600
International		616	713
		2,939	3,313
	Per Gallon
U.S. average sales prices**
Gasoline-wholesale	$	2.54	1.86
Gasoline-retail		2.67	2.03
Distillates-wholesale		2.89	1.94
*Includes ConocoPhillips' share of equity affiliates, except for our share of LUKOIL, which is reported in the LUKOIL Investment segment.
**Excludes excise taxes.

6

EX-99.3

Exhibit 99.3

SUMMARY OF INCOME (LOSS) BY SEGMENT
	Millions of Dollars
					2007									2008
	1st Qtr		2nd Qtr		3rd Qtr		4th Qtr		YTD		1st Qtr		2nd Qtr	3rd Qtr	4th Qtr	YTD
Net Income (Loss)
U.S. E&P	916		1,055		1,225		1,052		4,248		1,349					1,349
International E&P	1,413		(3,459	)	857		1,556		367		1,538					1,538
Total E&P	2,329		(2,404	)	2,082		2,608		4,615		2,887					2,887
Midstream	85		102		104		162		453		137					137
U.S. R&M	896		1,879		873		967		4,615		435					435
International R&M	240		479		434		155		1,308		85					85
Total R&M	1,136		2,358		1,307		1,122		5,923		520					520
LUKOIL Investment	256		526		387		649		1,818		710					710
Chemicals	82		68		110		99		359		52					52
Emerging Businesses	(1	)	(12	)	3		2		(8	)	12					12
Corporate and Other	(341	)	(337	)	(320	)	(271	)	(1,269	)	(179	)				(179	)
Consolidated	3,546		301		3,673		4,371		11,891		4,139					4,139
Income Before Income Taxes
U.S. E&P	1,425		1,627		1,867		1,560		6,479		2,094					2,094
International E&P	2,894		(1,976	)	2,357		3,464		6,739		3,822					3,822
Total E&P	4,319		(349	)	4,224		5,024		13,218		5,916					5,916
Midstream	132		156		157		245		690		206					206
U.S. R&M	1,400		2,891		1,369		1,526		7,186		717					717
International R&M	218		633		403		167		1,421		101					101
Total R&M	1,618		3,524		1,772		1,693		8,607		818					818
LUKOIL Investment	262		542		396		663		1,863		729					729
Chemicals	107		80		140		20		347		54					54
Emerging Businesses	(3	)	(20	)	(17	)	(2	)	(42	)	15					15
Corporate and Other	(369	)	(415	)	(308	)	(319	)	(1,411	)	(189	)				(189	)
Consolidated	6,066		3,518		6,364		7,324		23,272		7,549					7,549
Effective Tax Rates
U.S. E&P	35.7	%	35.2	%	34.4	%	32.6	%	34.4	%	35.6	%				35.6	%
International E&P	51.2	%	-		63.6	%	55.1	%	94.6	%	59.8	%				59.8	%
Total E&P	46.1	%	-588.8	%	50.7	%	48.1	%	65.1	%	51.2	%				51.2	%
Midstream	35.6	%	34.6	%	33.8	%	33.9	%	34.3	%	33.5	%				33.5	%
U.S. R&M	36.0	%	35.0	%	36.2	%	36.6	%	35.8	%	39.3	%				39.3	%
International R&M	-10.1	%	24.3	%	-7.7	%	7.2	%	8.0	%	15.8	%				15.8	%
Total R&M	29.8	%	33.1	%	26.2	%	33.7	%	31.2	%	36.4	%				36.4	%
LUKOIL Investment	2.3	%	3.0	%	2.3	%	2.1	%	2.4	%	2.6	%				2.6	%
Chemicals	23.4	%	15.0	%	21.4	%	-		-3.5	%	3.7	%				3.7	%
Emerging Businesses	66.7	%	40.0	%	-		-		81.0	%	20.0	%				20.0	%
Corporate and Other	7.6	%	18.8	%	-3.9	%	15.0	%	10.1	%	5.3	%				5.3	%
Consolidated	41.5	%	91.4	%	42.3	%	40.3	%	48.9	%	45.2	%				45.2	%
															Page 1 of 11

CERTAIN ITEMS INCLUDED IN NET INCOME (AFTER-TAX)
	Millions of Dollars
					2007									2008
	1st Qtr		2nd Qtr		3rd Qtr		4th Qtr		YTD		1st Qtr		2nd Qtr	3rd Qtr	4th Qtr	YTD
U.S. E&P
Gain on asset sales	36		11		-		25		72		4					4
FERC Rulings	-		-		94		-		94		-					-
Impairments	-		-		-		(45	)	(45	)	-					-
Business interruption insurance claims recovery	-		-		-		13		13		-					-
Total	36		11		94		(7	)	134		4					4
International E&P
Gain (loss) on asset sales	407		(82	)	164		147		636		8					8
International tax law changes	38		-		-		171		209		-					-
Impairment - expropriated assets	-		(4,512	)	-		-		(4,512	)	-					-
Impairments	(88	)	(33	)	(32	)	(75	)	(228	)	-					-
Pending claims and settlements	-		-		-		28		28		-					-
Total	357		(4,627	)	132		271		(3,867	)	8					8
Total E&P	393		(4,616	)	226		264		(3,733	)	12					12
Midstream
Total	-		-		-		-		-		-					-
U.S. R&M
Gain on asset sales	-		-		2		14		16		84					84
Impairments	(13	)	-		3		(2	)	(12	)	(3	)				(3	)
Business interruption insurance claims recovery	-		-		-		10		10		-					-
Total	(13	)	-		5		22		14		81					81
International R&M
Gain on asset sales	-		163		158		2		323		32					32
Impairments	148		(5	)	(30	)	11		124		-					-
Germany tax rate change	-		-		141		-		141		-					-
Total	148		158		269		13		588		32					32
Total R&M	135		158		275		35		603		113					113
LUKOIL Investment
Total	-		-		-		-		-		-					-
Chemicals
Asset retirements recorded by CPChem	-		(21	)	-		-		(21	)	-					-
Tax benefit on capital loss	-		-		-		65		65		-					-
Total	-		(21	)	-		65		44		-					-
Emerging Businesses
Total	-		-		-		-		-		-					-
Corporate and Other
Acquisition-related expenses	(13	)	(16	)	(11	)	(4	)	(44	)	-					-
FERC Rulings	-		-		(14	)	-		(14	)	-					-
Premium on early debt retirement	(14	)	-		-		-		(14	)	-					-
Pending claims and settlements	-		-		-		-		-		35					35
Canada tax law change	-		-		-		15		15		-					-
Total	(27	)	(16	)	(25	)	11		(57	)	35					35
Total Company	501		(4,495	)	475		375		(3,143	)	160					160
															Page 2 of 11

CASH FLOW INFORMATION
	Millions of Dollars
					2007									2008
	1st Qtr		2nd Qtr		3rd Qtr		4th Qtr		YTD		1st Qtr		2nd Qtr	3rd Qtr	4th Qtr	YTD
Cash Flows from Operating Activities
Net income	3,546		301		3,673		4,371		11,891		4,139					4,139
DD&A and impairments	2,023		2,114		2,240		2,363		8,740		2,215					2,215
Impairment - expropriated assets	-		4,588		-		-		4,588		-					-
Dry hole costs and leasehold impairments	148		133		74		108		463		154					154
Accretion on discounted liabilities	79		81		81		100		341		104					104
Deferred income taxes	77		103		(125	)	(212	)	(157	)	(17	)				(17	)
Undistributed equity earnings	(557	)	(678	)	(237	)	(351	)	(1,823	)	(987	)				(987	)
Net gain on asset dispositions	(499	)	(428	)	(389	)	(32	)	(1,348	)	(181	)				(181	)
Other	(94	)	182		(60	)	77		105		(164	)				(164	)
Net working capital changes	2,150		(1,630	)	734		496		1,750		1,324					1,324
Net Cash Provided by
Operating Activities	6,873		4,766		5,991		6,920		24,550		6,587					6,587
Cash Flows from Investing Activities
Capital expenditures & investments	(2,847	)	(2,500	)	(2,560	)	(3,884	)	(11,791	)	(3,322	)				(3,322	)
Proceeds from asset dispositions	1,343		872		842		515		3,572		370					370
Long-term advances to/collections from
affiliates and other investments	(144	)	(97	)	(118	)	16		(343	)	(60	)				(60	)
Net Cash Used for Investing Activities	(1,648	)	(1,725	)	(1,836	)	(3,353	)	(8,562	)	(3,012	)				(3,012	)
Cash Flows from Financing Activities
Net issuance (repayment) of debt	(3,491	)	(865	)	(961	)	(202	)	(5,519	)	(202	)				(202	)
Issuance of stock	40		141		70		34		285		7					7
Repurchase of stock	(1,000	)	(1,000	)	(2,501	)	(2,500	)	(7,001	)	(2,496	)				(2,496	)
Dividends	(674	)	(668	)	(667	)	(652	)	(2,661	)	(730	)				(730	)
Other	(49	)	(104	)	(136	)	(155	)	(444	)	(196	)				(196	)
Net Cash Used for
Financing Activities	(5,174	)	(2,496	)	(4,195	)	(3,475	)	(15,340	)	(3,617	)				(3,617	)
Effect of Exchange Rate Changes	(8	)	6		8		(15	)	(9	)	9					9
Net Change in Cash
and Cash Equivalents	43		551		(32	)	77		639		(33	)				(33	)
Cash and cash equivalents
at beginning of period	817		860		1,411		1,379		817		1,456					1,456
Cash and Cash Equivalents
at End of Period	860		1,411		1,379		1,456		1,456		1,423					1,423
	Millions of Dollars
					2007									2008
Capital Program	1st Qtr		2nd Qtr		3rd Qtr		4th Qtr		YTD		1st Qtr		2nd Qtr	3rd Qtr	4th Qtr	YTD
E&P
Capital expenditures and investments	2,570		2,148		2,177		3,040		9,935		2,818					2,818
Loans and advances	157		111		122		238		628		67					67
Joint venture acquisition obligation--principal	-		140		142		143		425		145					145
E&P total	2,727		2,399		2,441		3,421		10,988		3,030					3,030
Midstream*	-		2		-		3		5		-					-
R&M
Capital expenditures and investments	205		271		276		634		1,386		363					363
Loans and advances	17		37		-		-		54		-					-
R&M total	222		308		276		634		1,440		363					363
LUKOIL Investment*	-		-		-		-		-		-					-
Chemicals*	-		-		-		-		-		-					-
Emerging Businesses*	31		34		62		130		257		61					61
Corporate and Other*	41		45		45		77		208		80					80
Total Capital Program	3,021		2,788		2,824		4,265		12,898		3,534					3,534
* Capital expenditures and investments only.
															Page 3 of 11

TOTAL E&P
				2007					2008
	1st Qtr	2nd Qtr		3rd Qtr	4th Qtr	YTD	1st Qtr	2nd Qtr	3rd Qtr	4th Qtr	YTD
E&P Net Income (Loss) ($ Millions)	2,329	(2,404	)	2,082	2,608	4,615	2,887				2,887
Production
Total, Including Equity Affiliates
and Canadian Syncrude (MBOE/D)	2,020	1,910		1,759	1,835	1,880	1,794				1,794
E&P segment plus LUKOIL Investment segment:	2,465	2,383		2,191	2,261	2,324	2,253				2,253
Crude Oil and Condensate (MB/D)
Consolidated	840	760		730	752	770	758				758
Equity affiliates	120	128		44	43	84	45				45
Total	960	888		774	795	854	803				803
Sales of crude oil produced (MB/D)	949	876		803	792	854	773				773
Natural Gas Liquids (MB/D)	150	145		139	187	155	154				154
Natural Gas (MMCF/D)
Consolidated	5,313	5,124		4,916	4,981	5,082	4,900				4,900
Equity affiliates	9	9		-	-	5	-				-
Total	5,322	5,133		4,916	4,981	5,087	4,900				4,900
Canadian Syncrude (MB/D)	23	21		27	23	23	20				20
Industry Prices (Platt's)
Crude Oil ($/bbl)
WTI spot	57.99	64.89		75.48	90.66	72.25	97.94				97.94
Brent dated	57.76	68.76		74.87	88.69	72.52	96.90				96.90
Natural Gas ($/mmbtu)
Henry Hub -- First of Month	6.77	7.55		6.16	6.97	6.86	8.03				8.03
Average Realized Prices
Crude Oil and Condensate ($/bbl)
Consolidated	55.17	64.55		73.01	86.28	69.47	94.71				94.71
Equity affiliates	40.02	47.74		44.60	52.45	45.31	62.78				62.78
Total	53.38	61.97		71.34	84.53	67.11	92.88				92.88
Natural Gas Liquids ($/bbl)	38.56	44.80		48.09	54.82	47.13	60.14				60.14
Natural Gas ($/mcf)
Consolidated	6.36	6.45		5.56	6.66	6.26	8.03				8.03
Equity affiliates	0.29	0.30		-	-	0.30	-				-
Total	6.35	6.44		5.56	6.66	6.26	8.03				8.03
Exploration Charges ($ Millions)
Dry Holes	62	74		23	50	209	94				94
Lease Impairments	86	59		51	58	254	60				60
Total Non-Cash Charges	148	133		74	108	463	154				154
Other (G&G and Lease Rentals)	114	126		144	160	544	155				155
Total Exploration Charges	262	259		218	268	1,007	309				309
Depreciation, Depletion and
Amortization (DD&A) ($ Millions)	1,802	1,790		1,828	1,971	7,391	1,946				1,946
										Page 4 of 11

U.S. E&P
			2007					2008
	1st Qtr	2nd Qtr	3rd Qtr	4th Qtr	YTD	1st Qtr	2nd Qtr	3rd Qtr	4th Qtr	YTD
U.S. E&P Net Income ($ Millions)	916	1,055	1,225	1,052	4,248	1,349				1,349
Alaska ($ Millions)	507	535	765	448	2,255	603				603
Lower 48 ($ Millions)	409	520	460	604	1,993	746				746
Production
Total U.S. (MBOE/D)	855	848	821	847	843	783				783
Crude Oil and Condensate (MB/D)
Alaska	276	267	241	257	261	254				254
Lower 48	104	105	103	98	102	97				97
Total	380	372	344	355	363	351				351
Sales of crude oil produced (MB/D)	372	370	380	340	365	344				344
Natural Gas Liquids (MB/D)*
Alaska	22	18	15	19	19	19				19
Lower 48**	68	71	73	106	79	69				69
Total	90	89	88	125	98	88				88
*Includes reinjection volumes sold lease-to-lease:	16	15	11	13	14	13				13
Natural Gas (MMCF/D)
Alaska	122	100	116	102	110	100				100
Lower 48	2,190	2,219	2,219	2,101	2,182	1,963				1,963
Total	2,312	2,319	2,335	2,203	2,292	2,063				2,063
Average Realized Prices
Crude Oil and Condensate ($/bbl)
Alaska
North Slope	48.83	56.31	66.54	81.17	62.91	89.07				89.07
West Coast	55.50	63.26	73.57	87.88	69.75	95.47				95.47
Lower 48	49.32	58.50	67.77	78.98	63.49	90.35				90.35
Total U.S.	53.78	61.91	72.00	85.31	68.00	94.02				94.02
Natural Gas Liquids ($/bbl)
Alaska	55.27	63.52	73.40	88.12	71.85	94.27				94.27
Lower 48***	36.46	43.29	46.37	48.88	44.43	55.33				55.33
Total U.S.	37.86	44.17	47.73	51.23	46.00	58.33				58.33
Natural Gas ($/mcf)
Alaska	4.19	4.04	2.15	4.12	3.68	4.31				4.31
Lower 48	6.21	6.51	5.38	5.88	5.99	7.67				7.67
Total U.S.	6.19	6.49	5.36	5.86	5.98	7.63				7.63
Kenai, Alaska LNG Sales
Volume (MMCF/D)	104	72	88	78	85	63				63
Sales price per MCF	5.83	5.86	6.01	7.28	6.21	6.72				6.72
U.S. Exploration Charges ($ Millions)
Dry Holes	13	36	19	14	82	25				25
Lease Impairments	43	43	43	40	169	42				42
Total Non-Cash Charges	56	79	62	54	251	67				67
Other (G&G and Lease Rentals)	26	40	57	50	173	39				39
Total U.S. Exploration Charges	82	119	119	104	424	106				106
Alaska Only	17	32	31	26	106	11				11
DD&A ($ Millions)
Alaska	168	167	165	167	667	149				149
Lower 48	618	661	667	642	2,588	616				616
Total U.S.	786	828	832	809	3,255	765				765

**	Fourth quarter of 2007 includes 22 MBD related to out-of-period adjustments for the first three quarters in 2007. The amounts attributable to Q1, Q2, and Q3 2007 were 5, 8, and 9 MBD, respectively. Fourth-quarter 2007 NGL production in L48 was 84 MBD excluding the adjustments.
***	Fourth quarter of 2007 includes $6.36/bbl related to out-of-period adjustments for the first three quarters in 2007. The amounts attributable to Q1, Q2, and Q3 2007 were $1.64/bbl, $2.23/bbl, and $2.49/bbl,respectively. Fourth-quarter 2007 NGL realized price in L48 was $55.24/bbl excluding the adjustments.
		Page 5 of 11

INTERNATIONAL E&P
				2007					2008
	1st Qtr	2nd Qtr		3rd Qtr	4th Qtr	YTD	1st Qtr	2nd Qtr	3rd Qtr	4th Qtr	YTD
International E&P
Net Income (Loss) ($ Millions)	1,413	(3,459	)	857	1,556	367	1,538				1,538
Production
Total, Including Equity Affiliates
and Canadian Syncrude (MBOE/D)	1,165	1,062		938	988	1,037	1,011				1,011
Crude Oil and Condensate (MB/D)
Consolidated
Norway	179	145		166	158	162	153				153
United Kingdom	55	48		37	50	48	48				48
Canada	21	19		17	21	19	23				23
China	38	32		29	25	31	33				33
Indonesia	13	13		11	11	12	16				16
Vietnam	23	22		22	22	22	20				20
Timor Sea	24	26		21	19	22	23				23
Libya	45	47		48	47	47	47				47
Other	62	36		35	44	44	44				44
Equity affiliates
Canada	23	28		29	27	27	29				29
Russia	15	15		15	16	15	16				16
Venezuela	82	85		-	-	42	-				-
Total	580	516		430	440	491	452				452
Sales of crude oil produced (MB/D)	577	506		423	452	489	429				429
Natural Gas Liquids (MB/D)
Norway	8	5		7	12	8	13				13
United Kingdom	6	6		4	8	6	10				10
Canada	31	28		26	25	27	26				26
Timor Sea	12	14		11	12	12	15				15
Other	3	3		3	5	4	2				2
Total	60	56		51	62	57	66				66
Natural Gas (MMCF/D)
Consolidated
Norway	247	202		226	270	236	273				273
United Kingdom	785	668		519	723	673	695				695
Canada	1,152	1,133		1,069	1,073	1,106	1,101				1,101
China	11	12		13	8	11	10				10
Timor Sea	243	250		194	207	223	246				246
Indonesia	331	329		349	310	330	314				314
Vietnam	15	12		19	14	15	16				16
Libya	5	9		9	9	8	9				9
Other	212	190		183	164	188	173				173
Equity affiliates
Canada	-	-		-	-	-	-				-
Russia	-	-		-	-	-	-				-
Venezuela	9	9		-	-	5	-				-
Total	3,010	2,814		2,581	2,778	2,795	2,837				2,837
Canadian Syncrude (MB/D)	23	21		27	23	23	20				20
Darwin, Australia LNG Sales (MMCF/D)	388	449		347	348	383	417				417
										Page 6 of 11

INTERNATIONAL E&P (continued)
			2007					2008
	1st Qtr	2nd Qtr	3rd Qtr	4th Qtr	YTD	1st Qtr	2nd Qtr	3rd Qtr	4th Qtr	YTD
Average Realized Prices
Crude Oil and Condensate ($/bbl)
Consolidated
Norway	57.36	67.50	75.54	88.75	72.04	97.27				97.27
United Kingdom	55.52	66.99	72.98	86.26	71.01	93.96				93.96
Canada	48.70	58.42	67.75	73.08	61.77	84.49				84.49
China	54.93	66.39	71.79	85.51	67.69	93.69				93.69
Indonesia	54.66	65.46	72.46	89.26	69.99	92.48				92.48
Vietnam	57.88	67.03	75.14	89.64	72.54	98.31				98.31
Timor Sea	59.15	73.51	71.20	83.95	71.50	93.85				93.85
Libya	56.19	67.39	73.88	88.11	72.02	95.21				95.21
Other	55.73	67.71	74.48	87.54	69.76	97.56				97.56
Equity affiliates
Canada	32.46	32.46	38.48	46.90	37.94	57.95				57.95
Russia	37.92	50.25	55.84	63.05	52.29	70.41				70.41
Venezuela	42.54	51.54	-	-	47.46	-				-
Total	53.12	62.02	70.75	83.94	66.44	91.96				91.96
Natural Gas Liquids ($/bbl)
Norway	38.82	45.72	46.77	56.25	48.36	54.48				54.48
United Kingdom	34.93	39.34	36.91	52.79	41.78	55.88				55.88
Canada	41.15	46.82	51.77	66.27	50.85	68.84				68.84
Timor Sea	44.13	49.43	48.71	72.60	52.63	69.79				69.79
Other	8.32	29.42	34.00	42.30	31.17	13.83				13.83
Total	39.38	45.64	48.63	61.56	48.80	62.20				62.20
Natural Gas ($/mcf)
Consolidated
Norway	7.00	7.10	7.51	9.08	7.74	10.27				10.27
United Kingdom	8.14	7.23	6.69	9.19	7.92	9.20				9.20
Canada	6.38	6.60	5.13	6.20	6.09	7.81				7.81
China	2.64	2.74	2.78	3.37	2.85	3.60				3.60
Timor Sea	0.76	0.68	0.66	0.74	0.71	0.79				0.79
Indonesia	6.04	6.99	7.78	8.51	7.31	10.33				10.33
Vietnam	1.10	1.09	1.12	1.13	1.11	1.14				1.14
Libya	0.07	0.09	0.09	0.09	0.09	0.09				0.09
Other	2.71	2.53	2.41	3.43	2.75	3.79				3.79
Equity affiliates
Canada	-	-	-	-	-	-				-
Russia	-	-	-	-	-	-				-
Venezuela	0.29	0.30	-	-	0.30	-				-
Total	6.47	6.40	5.75	7.31	6.50	8.32				8.32
International Exploration Charges ($ Millions)
Dry Holes	49	38	4	36	127	69				69
Lease Impairments	43	16	8	18	85	18				18
Total Non-Cash Charges	92	54	12	54	212	87				87
Other (G&G and Lease Rentals)	88	86	87	110	371	116				116
Total International Exploration Charges	180	140	99	164	583	203				203
DD&A ($ Millions)	1,016	962	996	1,162	4,136	1,181				1,181
									Page 7 of 11

R&M
					2007									2008
	1st Qtr		2nd Qtr		3rd Qtr		4th Qtr		YTD		1st Qtr		2nd Qtr	3rd Qtr	4th Qtr	YTD
R&M Net Income ($ Millions)	1,136		2,358		1,307		1,122		5,923		520					520
United States ($ Millions)	896		1,879		873		967		4,615		435					435
International ($ Millions)	240		479		434		155		1,308		85					85
Market Indicators
U.S. East Coast Crack Spread ($/bbl)	11.81		22.57		11.73		8.47		13.64		7.79					7.79
U.S. Gulf Coast Crack Spread ($/bbl)	10.06		24.28		11.74		6.55		13.16		7.90					7.90
U.S. Group Central Crack Spread ($/bbl)	14.84		31.26		20.92		9.37		19.10		10.26					10.26
U.S. West Coast Crack Spread ($/bbl)	28.68		34.32		16.22		16.58		23.95		15.37					15.37
U.S. Weighted 3:2:1 Crack Spread ($/bbl)	15.30		27.56		14.74		9.65		16.81		9.94					9.94
NW Europe Crack Spread ($/bbl)	12.06		15.56		13.37		15.55		14.14		16.09					16.09
Singapore 3:1:2 Crack Spread ($/bbl)	14.06		17.94		14.80		17.13		15.98		19.90					19.90
U.S. Wholesale Gasoline Mktg Mrgn ($/bbl)	1.15		2.09		0.65		(0.43	)	0.87		1.07					1.07
Realized Margins
Refining Margin ($/bbl)
U.S.	11.87		19.59		10.86		11.56		13.41		8.00					8.00
International	5.06		9.68		6.05		6.72		6.92		6.42					6.42
Marketing Margin ($/bbl)*
U.S.	1.31		2.36		2.20		1.43		1.83		1.18					1.18
International	7.08		7.68		9.49		7.69		7.92		7.74					7.74
DD&A ($ Millions)	191		196		194		203		784		208					208
Turnaround Expense ($ Millions)	75		58		27		80		240		90					90
Eastern U.S.
Crude Oil Charge Input (MB/D)	411		404		383		412		402		340					340
Total Charge Input (MB/D)	460		447		414		453		443		400					400
Crude Oil Capacity Utilization (%)	97	%	96	%	91	%	97	%	95	%	80	%				80	%
Clean Product Yield (%)	89	%	86	%	86	%	90	%	88	%	89	%				89	%
U.S. Gulf Coast
Crude Oil Charge Input (MB/D)	744		709		736		712		726		659					659
Total Charge Input (MB/D)	823		790		829		794		810		732					732
Crude Oil Capacity Utilization (%)	102	%	97	%	100	%	97	%	99	%	90	%				90	%
Clean Product Yield (%)	81	%	81	%	80	%	82	%	81	%	81	%				81	%
Western U.S.
Crude Oil Charge Input (MB/D)	333		388		415		395		383		405					405
Total Charge Input (MB/D)	375		420		445		433		418		425					425
Crude Oil Capacity Utilization (%)	81	%	94	%	100	%	95	%	92	%	97	%				97	%
Clean Product Yield (%)	79	%	79	%	80	%	80	%	80	%	80	%				80	%
Central U.S. - Consolidated
Crude Oil Charge Input (MB/D)	185		170		166		175		174		177					177
Total Charge Input (MB/D)	188		175		170		179		178		179					179
Crude Oil Capacity Utilization (%)	99	%	91	%	89	%	94	%	93	%	95	%				95	%
Clean Product Yield (%)	88	%	93	%	88	%	92	%	90	%	88	%				88	%
Central U.S. - Equity Affiliates - Net Share**
Crude Oil Charge Input (MB/D)	265		225		280		267		259		225					225
Total Charge Input (MB/D)	288		250		301		288		282		241					241
Crude Oil Capacity Utilization (%)	96	%	81	%	101	%	96	%	94	%	91	%				91	%
Clean Product Yield (%)	82	%	85	%	83	%	84	%	84	%	84	%				84	%
TOTAL UNITED STATES
Crude Oil Charge Input (MB/D)	1,938		1,896		1,980		1,961		1,944		1,806					1,806
Total Charge Input (MB/D)	2,134		2,082		2,159		2,147		2,131		1,977					1,977
Crude Oil Capacity Utilization (%)	95	%	93	%	97	%	96	%	96	%	90	%				90	%
Clean Product Yield (%)	83	%	83	%	82	%	84	%	83	%	83	%				83	%
Refined Products Production (MB/D)
Gasoline	962		957		959		978		964		892					892
Distillates	762		736		779		795		768		719					719
Other	428		394		439		392		414		380					380
Total	2,152		2,087		2,177		2,165		2,146		1,991					1,991
Petroleum Products Sales (MB/D)
Gasoline	1,258		1,300		1,212		1,207		1,244		1,070					1,070
Distillates	862		827		869		929		872		869					869
Other	480		503		439		309		432		384					384
Total	2,600		2,630		2,520		2,445		2,548		2,323					2,323

*	Represents marketing sales price less product costs for all distribution channels other than commercial product supply.
**	Represents a 50 percent interest in the Wood River refinery. Represents an 85 percent interest in the Borger refinery in 2007. Our ownership interest in the Borger refinery was reduced to 65 percent effective January 1, 2008. These refineries were contributed to a business venture with EnCana, effective January 1, 2007.
		Page 8 of 11

R&M (continued)
					2007									2008
	1st Qtr		2nd Qtr		3rd Qtr		4th Qtr		YTD		1st Qtr		2nd Qtr	3rd Qtr	4th Qtr	YTD
International - Consolidated*
Crude Oil Charge Input (MB/D)	503		505		434		493		484		455					455
Total Charge Input (MB/D)	532		528		455		517		508		463					463
Crude Oil Capacity Utilization (%)	91	%	92	%	79	%	89	%	88	%	82	%				82	%
Clean Product Yield (%)	68	%	67	%	71	%	65	%	68	%	65	%				65	%
International - Equity Affiliates - Net Share**
Crude Oil Charge Input (MB/D)	120		145		140		124		132		123					123
Total Charge Input (MB/D)	121		146		142		125		134		124					124
Crude Oil Capacity Utilization (%)	83	%	101	%	104	%	106	%	98	%	104	%				104	%
Clean Product Yield (%)	77	%	79	%	81	%	84	%	80	%	86	%				86	%
TOTAL INTERNATIONAL
Crude Oil Charge Input (MB/D)	623		650		574		617		616		578					578
Total Charge Input (MB/D)	653		674		597		642		642		587					587
Crude Oil Capacity Utilization (%)	90	%	93	%	84	%	92	%	90	%	86	%				86	%
Clean Product Yield (%)	70	%	69	%	74	%	69	%	70	%	70	%				70	%
Refined Products Production (MB/D)
Gasoline	160		159		160		160		160		129					129
Distillates	289		302		273		277		285		274					274
Other	195		203		160		196		188		171					171
Total	644		664		593		633		633		574					574
Petroleum Products Sales (MB/D)
Gasoline	176		186		161		173		174		139					139
Distillates	381		379		328		366		363		321					321
Other	156		174		140		171		160		156					156
Total	713		739		629		710		697		616					616
Worldwide - Including Net Share of Equity Affiliates
Crude Oil Charge Input (MB/D)	2,561		2,546		2,554		2,578		2,560		2,384					2,384
Total Charge Input (MB/D)	2,787		2,756		2,756		2,789		2,773		2,564					2,564
Crude Oil Capacity Utilization (%)	94	%	93	%	94	%	95	%	94	%	89	%				89	%
Clean Product Yield (%)	80	%	80	%	80	%	81	%	80	%	80	%				80	%
Refined Products Production (MB/D)
Gasoline	1,122		1,116		1,119		1,138		1,124		1,021					1,021
Distillates	1,051		1,038		1,052		1,072		1,053		993					993
Other	623		597		599		588		602		551					551
Total	2,796		2,751		2,770		2,798		2,779		2,565					2,565
Petroleum Products Sales (MB/D)
Gasoline	1,434		1,486		1,373		1,380		1,418		1,209					1,209
Distillates	1,243		1,206		1,197		1,295		1,235		1,190					1,190
Other	636		677		579		480		592		540					540
Total	3,313		3,369		3,149		3,155		3,245		2,939					2,939

*	Represents our Humber refinery in the United Kingdom, the Whitegate refinery in Ireland, and our Wilhelmshaven refinery in Germany.
**	Represents 18.75 percent interest in a refinery complex in Karlsruhe, Germany, and 47 percent interest in a refinery in Melaka, Malaysia. Through August 31, 2007, represents a 16.33 percent interest in two refineries in Kralupy and Litvinov, Czech Republic. We sold our interest in the two Czech refineries effective September 1, 2007.
		Page 9 of 11

LUKOIL INVESTMENT
			2007					2008
	1st Qtr	2nd Qtr	3rd Qtr	4th Qtr	YTD	1st Qtr	2nd Qtr	3rd Qtr	4th Qtr	YTD
LUKOIL Investment
Net Income ($ Millions)	256	526	387	649	1,818	710				710
Upstream
Production*
Net crude oil production (MB/D)	393	427	390	395	401	392				392
Net natural gas production (MMCF/D)	309	278	249	188	256	404				404
BOE Total (MBOE/D)	445	473	432	426	444	459				459
* Represents our estimated net share of LUKOIL's production.
Industry Prices
Crude Oil ($/bbl)
Urals crude (CIF Mediterranean)	53.96	65.30	72.21	85.90	69.49	93.01				93.01
Downstream
Refinery Throughput*
Crude Processed (MB/D)	219	184	226	227	214	222				222
* Represents our estimated net share of LUKOIL's crude processed.
MIDSTREAM
			2007					2008
	1st Qtr	2nd Qtr	3rd Qtr	4th Qtr	YTD	1st Qtr	2nd Qtr	3rd Qtr	4th Qtr	YTD
Midstream Net Income ($ Millions)	85	102	104	162	453	137				137
U.S. Equity Affiliate ($ Millions)*	50	76	90	120	336	118				118
Natural Gas Liquids Extracted (MB/D)
Consolidated
United States	15	23	26	24	22	-				-
International	-	-	-	-	-	-				-
Equity Affiliates
United States*	174	181	182	189	181	190				190
International	8	7	8	8	8	8				8
Total	197	211	216	221	211	198				198
* Represents 50 percent interest in DCP Midstream.
Natural Gas Liquids Fractionated (MB/D)
United States*	161	163	155	160	160	141				141
International	13	13	13	13	13	13				13
Total	174	176	168	173	173	154				154
* Excludes DCP Midstream.
Product Prices
Weighted Average NGL ($/bbl)*
Consolidated	37.73	45.19	48.62	60.19	47.93	60.09				60.09
DCP Midstream	36.55	44.30	47.73	58.60	46.80	56.48				56.48
* Prices are based on index prices from the Mont Belvieu and Conway market hubs that are weighted by natural gas liquids component and location mix.
DD&A ($ Millions)	4	3	4	3	14	2				2
									Page 10 of 11

CHEMICALS
			2007					2008
	1st Qtr	2nd Qtr	3rd Qtr	4th Qtr	YTD	1st Qtr	2nd Qtr	3rd Qtr	4th Qtr	YTD
Chemicals
Net Income (Loss) ($ Millions)	82	68	110	99	359	52				52
Industry Margins (Cents/Lb)*
Ethylene industry cash margin	11.1	10.8	11.5	9.7	10.8	10.6				10.6
HDPE industry contract sales margin	13.5	14.6	14.8	13.6	14.1	14.9				14.9
Styrene industry contract sales margin	11.1	11.6	11.5	10.7	11.2	11.6				11.6
* Prices, economics and views expressed by CMAI are strictly the opinion of CMAI and Purvin & Gertz and are based on information collected within the public sector and on assessments by CMAI and Purvin & Gertz staff utilizing reasonable care consistent with normal industry practice. CMAI and Purvin & Gertz make no guarantee or warranty and assume no liability as to their use.
EMERGING BUSINESSES
			2007					2008
	1st Qtr	2nd Qtr	3rd Qtr	4th Qtr	YTD	1st Qtr	2nd Qtr	3rd Qtr	4th Qtr	YTD
Emerging Businesses
Net Income (Loss) ($ Millions)	(1)	(12)	3	2	(8)	12				12
Detail of Net Income (Loss) ($ Millions)
Power	13	(1)	21	20	53	27				27
Other	(14)	(11)	(18)	(18)	(61)	(15)				(15)
Total	(1)	(12)	3	2	(8)	12				12
CORPORATE AND OTHER
			2007					2008
	1st Qtr	2nd Qtr	3rd Qtr	4th Qtr	YTD	1st Qtr	2nd Qtr	3rd Qtr	4th Qtr	YTD
Corporate and Other
Net Income (Loss) ($ Millions)	(341)	(337)	(320)	(271)	(1,269)	(179)				(179)
Detail of Net Income (Loss) ($ Millions)
Net interest expense	(244)	(224)	(195)	(157)	(820)	(108)				(108)
Corporate overhead	(23)	(54)	(49)	(50)	(176)	(44)				(44)
Acquisition-related expenses	(13)	(16)	(11)	(4)	(44)	-				-
Other	(61)	(43)	(65)	(60)	(229)	(27)				(27)
Total	(341)	(337)	(320)	(271)	(1,269)	(179)				(179)
Before-Tax Net Interest Expense ($ Millions)
Interest expense	(395)	(411)	(485)	(340)	(1,631)	(319)				(319)
Capitalized interest	135	139	141	150	565	157				157
Interest revenue	31	24	153	38	246	72				72
Premium on early debt retirement	(17)	-	-	-	(17)	(14)				(14)
	(246)	(248)	(191)	(152)	(837)	(104)				(104)
Debt
Total Debt ($ Millions)	23,668	22,812	21,876	21,687	21,687	21,492				21,492
Debt-to-Capital Ratio	22%	21%	20%	19%	19%	19%				19%
									Page 11 of 11