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 25, 2013

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 25, 2013, ConocoPhillips issued a press release announcing the company's financial and operating results for the quarter ended March 31, 2013.  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 Exhibit 99.2 hereto and incorporated herein by reference.  

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

              99.1               —          Press release issued by ConocoPhillips on April 25, 2013.

              99.2               —          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/ Glenda M. Schwarz
	Glenda M. Schwarz
	Vice President and Controller
April 25, 2013

3

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release issued by ConocoPhillips on April 25, 2013.
99.2	Supplemental financial information.

4

EX-99.1

Exhibit 99.1

ConocoPhillips Reports First-Quarter 2013 Results; Growth Plans on Track

HOUSTON--(BUSINESS WIRE)--April 25, 2013--ConocoPhillips (NYSE: COP) today reported first-quarter 2013 earnings of $2.1 billion, or $1.73 per share, compared with first-quarter 2012 earnings of $2.9 billion, or $2.27 per share. First-quarter 2012 reported earnings included $0.7 billion from downstream operations prior to the separation of Phillips 66 on April 30, 2012.

Excluding special items, first-quarter 2013 adjusted earnings were $1.8 billion, or $1.42 per share, compared with first-quarter 2012 adjusted earnings of $1.8 billion, or $1.38 per share. Special items for the current quarter primarily related to asset sales and discontinued operations.

Following previous announcements to dispose of the company’s interests in Kashagan and the Algeria and Nigeria businesses, the associated earnings and production impacts for these assets have been reported as discontinued operations. This decreased adjusted earnings for first-quarter 2013 by $62 million, or $0.05 per share.

Highlights

• First-quarter total production of 1,596 MBOED, including continuing operations of 1,555 MBOED and discontinued operations of 41 MBOED.
• Eagle Ford, Bakken and Permian combined production up 42 percent compared to first-quarter 2012.
• Oil sands production averaged 109 MBOED, up 30 percent compared to first-quarter 2012.
• Major projects on schedule for fourth-quarter startup.
• First sale of oil from deepwater Gumusut Field.
• Coronado and Shenandoah discoveries in the deepwater Gulf of Mexico.
• Continued building deepwater Gulf of Mexico exploration portfolio.
• Entered Colombia to explore La Luna Shale.
• Completed sale of Cedar Creek Anticline properties for $1 billion.

“We are off to a strong start to the year, highlighted by the announcement of two significant oil discoveries in the deepwater Gulf of Mexico,” said Ryan Lance, chairman and chief executive officer. “Our base business is operating to plan, our development programs and major projects are performing as expected and we are on track to deliver production and margin improvements this year. We remain committed to our goal of 3 to 5 percent volume and margin growth, with a compelling dividend.”

Operations Update

Lower 48 and Latin America – First-quarter production was 475 thousand barrels of oil equivalent per day (MBOED), an increase of 24 MBOED compared to the same period in 2012. Growth continues from liquids-rich plays in the Eagle Ford, Bakken and Permian, which delivered 182 MBOED for the quarter, a 42 percent increase compared to the first quarter of 2012. The current quarter was unfavorably impacted by weather-related downtime in San Juan. The divestiture of the Cedar Creek Anticline properties for $1 billion was completed in March 2013.

Canada – Quarterly production increased by 17 MBOED over the same period in 2012, to 283 MBOED. The company’s oil sands programs continue to perform strongly, with production averaging 109 MBOED for the quarter. Oil sands expansion projects continued on schedule during the quarter.

Canada reported results for the quarter included $224 million for a favorable tax resolution on a prior asset disposition.

The production mix in the Lower 48 and Canada continues to shift from natural gas to liquids. For the quarter, total liquids production increased by 19 percent compared to the same period in 2012, resulting in the liquids percentage of production increasing from 45 percent to 51 percent in these two segments.

Alaska – First-quarter production was 218 MBOED, down 18 MBOED compared to the same period in 2012, primarily reflecting normal field decline. Following the recent passage of new tax legislation, ConocoPhillips has announced plans to pursue new work on the North Slope including bringing an additional rig into Kuparuk this spring.

Asia Pacific and Middle East – Quarterly production was 318 MBOED, up 15 MBOED compared to the first quarter of 2012. In China, production growth continued with further wells online at Panyu and normal production operations at the Peng Lai 19-3 Field. In Malaysia, the first cargo was sold from the Gumusut early production system. Construction of the floating production and storage (FPS) system continued on track with sail away from the fabrication yard planned for May 2013. Development also continued at Siakap North-Petai (SNP). Startup is expected late-2013 from both SNP and the Gumusut FPS.

Europe – Production for the quarter was 207 MBOED, down 64 MBOED compared to the same period a year ago, reflecting the impact of normal field decline, downtime primarily in the East Irish Sea, and prior-year dispositions. In the North Sea, preparations are underway for major turnarounds over the second and third quarters of 2013 for maintenance and major project tie-ins at J-Area and Greater Ekofisk. Development continued at Jasmine with the installation of the topside facilities. Fabrication of the Ekofisk South topside and accommodation facilities is expected to be completed in the second quarter of 2013.

Other International – Production from continuing operations was 54 MBOED in the first quarter, which was flat compared to the same period in 2012. Operations related to Kashagan, Algeria and Nigeria have been reported as discontinued operations.

Unconventional exploration – First-quarter North American activity focused on drilling in the Niobrara and Permian Basin Wolfcamp plays in the Lower 48 as well as logging and coring two vertical wells in the Canol Shale in Canada. ConocoPhillips expects to drill its first exploration well in Colombia’s La Luna Shale in the second quarter of 2013, following a farm-in agreement executed during the current quarter. The company also reached agreement with PetroChina to farm-out a 20 percent interest in the Browse Basin and 29 percent interest in the Canning Basin in Western Australia and establish a joint study agreement for unconventional resource development in the Neijiang-Dazu block in China’s Sichuan Basin. This follows a previously announced joint study agreement with Sinopec for the Qijiang block in the same basin.

Conventional exploration – The company announced two significant oil discoveries in the deepwater Gulf of Mexico during the quarter. The Shenandoah well encountered more than 1,000 feet of net pay and the Coronado well encountered more than 400 feet of net pay. ConocoPhillips was the high bidder on 30 blocks in the March central area lease sale, which is expected to add 172 thousand acres to the company’s growing deepwater Gulf of Mexico position. Drilling commenced at the Ardennes prospect, and will continue with the ConocoPhillips-operated Thorn prospect and partner-operated appraisal wells at Tiber and Coronado, which are expected to spud in the second quarter. In Australia’s Browse Basin, the Zephyros-1 well results were as expected and the Proteus-1 well was spud in March. The company recently announced 2014 drilling plans in Alaska’s Chukchi Sea are on hold due to regulatory uncertainties.

First-Quarter Review – Continuing Operations

Production from continuing operations for the first quarter of 2013 was 1,555 MBOED, compared with 1,581 MBOED for the first quarter of 2012. Adjusted for 2012 completed dispositions, production grew by 19 MBOED compared to first-quarter 2012. This increase was primarily due to new production from development programs, major projects and production from normal operations in China and Libya, offset by normal field decline and downtime.

The company’s total realized price fell to $68.57 per barrel of oil equivalent (BOE), compared to $70.78 per BOE in the first quarter of 2012. Realized crude oil prices decreased to $105.97 per barrel, compared with $111.88 per barrel for the first quarter of 2012. Realized natural gas liquids prices decreased by 22 percent to $42.95 per barrel, compared with $55.03 per barrel for the first quarter of 2012. Realized natural gas prices increased to $5.84 per thousand cubic feet (MCF), compared with $5.61 per MCF for the first quarter of 2012. Realized bitumen prices decreased by 35 percent to $39.23 per barrel, compared with $60.66 per barrel for the first quarter of 2012.

For the quarter, cash provided by continuing operating activities was $4.6 billion. Excluding a $1.0 billion favorable impact from changes in working capital, ConocoPhillips generated $3.6 billion in cash from operations. The company also received $1.1 billion in proceeds from asset dispositions, funded a $3.6 billion capital program and paid dividends of $0.8 billion.

As of March 31, 2013, ConocoPhillips had debt of $21.7 billion and the debt-to-capital ratio was 31 percent. The company had $5.4 billion of cash and cash equivalents.

Outlook

Consistent with prior guidance, second-quarter 2013 production from continuing operations is expected to be 1,440 to 1,470 MBOED, reflecting previously announced planned downtime and turnaround activity. Production from discontinued operations is expected to be approximately 40 MBOED for the second quarter of 2013. Full-year 2013 production from continuing operations is expected to be 1,485 to 1,520 MBOED.

The company has announced plans to dispose of its interests in Kashagan and its Algeria and Nigeria businesses. These transactions are expected to close in 2013, generating expected proceeds of approximately $8.5 billion.

ConocoPhillips will host a conference call today at 1:00 p.m. EDT, to discuss its quarterly results and provide a status update on operational and strategic plans. To listen to the call and view related presentation materials, go to www.conocophillips.com/investor. For detailed supplemental information, go to www.conocophillips.com/investor/earnings.

ConocoPhillips will hold its 2013 Annual Meeting of Stockholders on Tuesday, May 14 at 10:00 a.m. EDT. To access a live webcast and learn more about the meeting, go to www.conocophillips.com/annualmeeting. An archived replay will be available shortly after the meeting.

--- # # # ---

About ConocoPhillips

ConocoPhillips is the world’s largest independent E&P company based on production and proved reserves. Headquartered in Houston, Texas, ConocoPhillips had operations and activities in 30 countries, $57 billion in annualized revenue, $118 billion of total assets, and approximately 17,100 employees as of March 31, 2013. Production from continuing operations averaged 1,555 MBOED for the three months ended March 31, 2013, and proved reserves were 8.6 billion BOE as of Dec. 31, 2012. For more information, go to www.conocophillips.com.

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

This news release contains forward-looking statements. 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, changes in commodity prices; changes in expected levels of oil and gas reserves or production; operating hazards, drilling risks, unsuccessful exploratory activities; difficulties in developing new products and manufacturing processes; unexpected cost increases; international monetary conditions; potential liability for remedial actions under existing or future environmental regulations; potential liability resulting from pending or future litigation; limited access to capital or significantly higher cost of capital related to illiquidity or uncertainty in the domestic or international financial markets; and general domestic and international economic and political conditions; as well as changes in tax, environmental 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. 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.

Use of Non-GAAP Financial Information – This news release includes the terms adjusted earnings and adjusted earnings per share. These are non-GAAP financial measures. Adjusted earnings and adjusted earnings per share are included to help facilitate comparisons of company operating performance across periods and with peer companies.

References in the release to earnings refer to net income attributable to ConocoPhillips.

ConocoPhillips
Reconciliation of Earnings to Adjusted Earnings
$ Millions, Except as Indicated
	1Q
		2013	2012
Earnings	$	2,139	2,937
Adjustments:
Impairments		-	520
Net (gain)/loss on asset sales		(279)	(937)
Tax loss carryforward realization		21	-
Separation costs		-	33
Discontinued operations - Phillips 66		-	(712)
Discontinued operations - Other 1		(129)	(62)
Adjusted earnings	$	1,752	1,779
1 Includes Kashagan, Algeria and Nigeria
Earnings per share of common stock (dollars)	$	1.73	2.27
Adjusted earnings per share of common stock (dollars)	$	1.42	1.38

Reconciliation of Operating Results for Discontinued Operations — Other International
$ Millions	1Q
		2013	2012
Income from discontinued operations	$	129	776
Less: Discontinued operations - Phillips 66		-	712
Discontinued operations - Other International		129	64
Less: Kashagan impairment		67	-
Operating results for Discontinued operations - Other International	$	62	64

CONTACT:
ConocoPhillips
Aftab Ahmed, 281-293-4138 (media)
aftab.ahmed@conocophillips.com
or
Daren Beaudo, 281-293-2073 (media)
daren.beaudo@conocophillips.com
or
Vladimir R. dela Cruz, 212-207-1996 (investors)
v.r.delacruz@conocophillips.com

EX-99.2

Exhibit 99.2

	First Quarter 2013 Detailed Supplemental Information
	2012										2013
	1st Qtr		2nd Qtr		3rd Qtr		4th Qtr		YTD		1st Qtr		2nd Qtr	3rd Qtr	4th Qtr	YTD
$ Millions, Except as Indicated
CONSOLIDATED INCOME STATEMENT
Revenues and Other Income
Sales and other operating revenues	14,593		13,664		14,141		15,569		57,967		14,166					14,166
Equity in earnings of affiliates	490		529		412		480		1,911		362					362
Gain on dispositions	940		583		118		16		1,657		58					58
Other income	60		66		42		301		469		65					65
Total Revenues and Other Income	16,083		14,842		14,713		16,366		62,004		14,651					14,651
Costs and Expenses
Purchased commodities	6,078		5,721		6,357		7,076		25,232		5,834					5,834
Production and operating expenses	1,559		1,802		1,637		1,795		6,793		1,687					1,687
Selling, general and administrative expenses	326		235		329		216		1,106		165					165
Exploration expenses	675		265		215		345		1,500		277					277
Depreciation, depletion and amortization	1,571		1,580		1,650		1,779		6,580		1,807					1,807
Impairments	214		82		-		384		680		2					2
Taxes other than income taxes	1,095		900		673		878		3,546		892					892
Accretion on discounted liabilities	105		103		100		86		394		106					106
Interest and debt expense	190		197		161		161		709		130					130
Foreign currency transaction (gains) losses	5		12		-		24		41		(36	)				(36	)
Total Costs and Expenses	11,818		10,897		11,122		12,744		46,581		10,864					10,864
Income from continuing operations before income taxes	4,265		3,945		3,591		3,622		15,423		3,787					3,787
Provision for income taxes	2,086		2,225		1,851		1,780		7,942		1,763					1,763
Income from continuing operations	2,179		1,720		1,740		1,842		7,481		2,024					2,024
Income from discontinued operations	776		569		73		(401	)	1,017		129					129
Net Income	2,955		2,289		1,813		1,441		8,498		2,153					2,153
Less: net income attributable to noncontrolling interests	(18	)	(22	)	(15	)	(15	)	(70	)	(14	)				(14	)
Net Income Attributable to ConocoPhillips	2,937		2,267		1,798		1,426		8,428		2,139					2,139
Net Income Attributable to ConocoPhillips
Per Share of Common Stock (dollars)
Basic
Continuing operations	1.69		1.36		1.41		1.49		5.95		1.64					1.64
Discontinued operations	0.60		0.46		0.06		(0.33	)	0.82		0.10					0.10
Net Income Attributable to ConocoPhillips
Per Share of Common Stock	2.29		1.82		1.47		1.16		6.77		1.74					1.74
Diluted
Continuing operations	1.67		1.35		1.40		1.48		5.91		1.63					1.63
Discontinued operations	0.60		0.45		0.06		(0.32	)	0.81		0.10					0.10
Net Income Attributable to ConocoPhillips
Per Share of Common Stock	2.27		1.80		1.46		1.16		6.72		1.73					1.73
Average Common Shares Outstanding (in thousands)
Basic	1,283,493		1,248,300		1,220,462		1,223,422		1,243,799		1,229,232					1,229,232
Diluted	1,293,104		1,258,189		1,229,343		1,231,395		1,253,093		1,235,907					1,235,907
INCOME (LOSS) FROM CONTINUING
OPERATIONS BEFORE INCOME TAXES
Alaska	983		856		820		882		3,541		842					842
Lower 48 and Latin America	426		207		250		279		1,162		260					260
Canada	(725	)	(134	)	(39	)	(38	)	(936	)	(117	)				(117	)
Europe	1,464		1,896		962		1,188		5,510		1,191					1,191
Asia Pacific and Middle East	2,204		1,090		1,105		1,175		5,574		1,393					1,393
Other International	282		409		798		356		1,845		401					401
Corporate and Other	(369	)	(379	)	(305	)	(220	)	(1,273	)	(183	)				(183	)
Consolidated	4,265		3,945		3,591		3,622		15,423		3,787					3,787
EFFECTIVE INCOME TAX RATES FOR
CONTINUING OPERATIONS
Alaska*	36.9	%	35.7	%	34.8	%	35.4	%	35.8	%	35.5	%				35.5	%
Lower 48 and Latin America	40.2	%	42.6	%	26.9	%	-69.6	%	11.4	%	49.1	%				49.1	%
Canada**	24.3	%	29.8	%	19.2	%	73.2	%	26.9	%	213.7	%				213.7	%
Europe	73.4	%	64.7	%	86.3	%	74.0	%	72.8	%	63.8	%				63.8	%
Asia Pacific and Middle East	20.4	%	27.1	%	38.1	%	35.0	%	28.3	%	33.1	%				33.1	%
Other International	92.6	%	114.0	%	38.3	%	127.2	%	80.5	%	96.5	%				96.5	%
Corporate and Other	15.8	%	31.1	%	16.7	%	23.9	%	22.0	%	11.7	%				11.7	%
Consolidated	48.9	%	56.4	%	51.5	%	49.1	%	51.5	%	46.6	%				46.6	%
*Alaska including taxes other than income taxes	66.0	%	63.9	%	56.7	%	61.7	%	62.5	%	61.6	%				61.6	%
**Canada first quarter 2013 effective tax rate excluding special items was 22.2%.

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	2012										2013
	1st Qtr		2nd Qtr		3rd Qtr		4th Qtr		YTD		1st Qtr		2nd Qtr	3rd Qtr	4th Qtr	YTD
$ Millions
EARNINGS BY SEGMENT
Alaska	620		551		535		570		2,276		543					543
Lower 48 and Latin America*	255		119		182		473		1,029		133					133
Canada	(549	)	(94	)	(31	)	(10	)	(684	)	133					133
Europe	389		669		132		308		1,498		431					431
Asia Pacific and Middle East	1,738		772		669		749		3,928		918					918
Other International	21		(57	)	492		(97	)	359		14					14
Corporate and Other	(311	)	(262	)	(254	)	(166	)	(993	)	(162	)				(162	)
Discontinued Operations - Phillips 66	712		534		1		(15	)	1,232		-					-
Discontinued Operations - Other	62		35		72		(386	)	(217	)	129					129
Consolidated	2,937		2,267		1,798		1,426		8,428		2,139					2,139
*Lower 48 only:	234		104		145		262		745		105					105
SPECIAL ITEMS (AFTER-TAX)
Alaska	-		-		-		(25	)	(25	)	-					-
Lower 48 and Latin America*	-		-		-		316		316		(60	)				(60	)
Canada	(520	)	-		-		(42	)	(562	)	224					224
Europe	-		255		(167	)	(80	)	8		83					83
Asia Pacific and Middle East	937		(17	)	(133	)	-		787		-					-
Other International	-		-		443		(108	)	335		-					-
Corporate and Other	(33	)	(40	)	(118	)	11		(180	)	11					11
Discontinued Operations - Phillips 66	712		534		1		(15	)	1,232		-					-
Discontinued Operations - Other	62		35		72		(386	)	(217	)	129					129
Consolidated	1,158		767		98		(329	)	1,694		387					387
*Lower 48 only:	-		-		-		115		115		(60	)				(60	)
ADJUSTED EARNINGS
Alaska	620		551		535		595		2,301		543					543
Lower 48 and Latin America*	255		119		182		157		713		193					193
Canada	(29	)	(94	)	(31	)	32		(122	)	(91	)				(91	)
Europe	389		414		299		388		1,490		348					348
Asia Pacific and Middle East	801		789		802		749		3,141		918					918
Other International	21		(57	)	49		11		24		14					14
Corporate and Other	(278	)	(222	)	(136	)	(177	)	(813	)	(173	)				(173	)
Consolidated	1,779		1,500		1,700		1,755		6,734		1,752					1,752
*Lower 48 only:	234		104		145		147		630		165					165

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	2012										2013
$ Millions	1st Qtr		2nd Qtr		3rd Qtr		4th Qtr		YTD		1st Qtr		2nd Qtr	3rd Qtr	4th Qtr	YTD
DETAILED SPECIAL ITEMS (AFTER-TAX)
Alaska
Pending claims and settlements	-		-		-		(25	)	(25	)	-					-
Total	-		-		-		(25	)	(25	)	-					-
Lower 48 and Latin America
Gain (loss) on asset sales	-		-		-		-		-		(39	)				(39	)
Impairments	-		-		-		(121	)	(121	)	-					-
Tax loss carryforward realization	-		-		-		236		236		(21	)				(21	)
Pending claims and settlements	-		-		-		201		201		-					-
Total	-		-		-		316		316		(60	)				(60	)
Canada
Gain (loss) on asset sales	-		-		-		-		-		224					224
Impairments	(520	)	-		-		(42	)	(562	)	-					-
Total	(520	)	-		-		(42	)	(562	)	224					224
Europe
International tax law changes	-		-		(167	)	-		(167	)	-					-
Gain (loss) on asset sales	-		285		-		-		285		83					83
Impairments	-		(30	)	-		(80	)	(110	)	-					-
Total	-		255		(167	)	(80	)	8		83					83
Asia Pacific and Middle East
Gain (loss) on asset sales	937		-		(133	)	-		804		-					-
Bohai Bay incidents	-		(89	)	-		-		(89	)	-					-
Deferred tax adjustment	-		72		-		-		72		-					-
Total	937		(17	)	(133	)	-		787		-					-
Other International
Gain (loss) on asset sales	-		-		443		-		443		-					-
Impairments	-		-		-		(108	)	(108	)	-					-
Total	-		-		443		(108	)	335		-					-
Corporate and Other
Gain (loss) on asset sales	-		-		-		-		-		11					11
Separation costs	(33	)	(40	)	(7	)	(4	)	(84	)	-					-
Pension settlement expense	-		-		(82	)	(5	)	(87	)	-					-
Premium on early debt retirement	-		-		(68	)	-		(68	)	-					-
Pending claims and settlements	-		-		39		20		59		-					-
Total	(33	)	(40	)	(118	)	11		(180	)	11					11
Discontinued Operations - Phillips 66	712		534		1		(15	)	1,232		-					-
Discontinued Operations - Other	62		35		72		(386	)	(217	)	129					129
Total Company	1,158		767		98		(329	)	1,694		387					387
*Lower 48 only:	-		-		-		115		115		(60	)				(60	)

3 of 8

	2012										2013
	1st Qtr		2nd Qtr		3rd Qtr		4th Qtr		YTD		1st Qtr		2nd Qtr	3rd Qtr	4th Qtr	YTD
$ Millions
CASH FLOW INFORMATION
Cash Flows from Operating Activities
Net income	2,955		2,289		1,813		1,441		8,498		2,153					2,153
Depreciation, depletion and amortization	1,571		1,580		1,650		1,779		6,580		1,807					1,807
Impairments	214		82		-		384		680		2					2
Dry hole costs and leasehold impairments	518		116		69		171		874		36					36
Accretion on discounted liabilities	105		103		100		86		394		106					106
Deferred taxes	131		284		396		586		1,397		241					241
Undistributed equity earnings	(77	)	(179	)	(153	)	(187	)	(596	)	(29	)				(29	)
Gain on dispositions	(940	)	(583	)	(118	)	(16	)	(1,657	)	(58	)				(58	)
Income from discontinued operations	(776	)	(569	)	(73	)	401		(1,017	)	(129	)				(129	)
Other	173		(279	)	53		(403	)	(456	)	(503	)				(503	)
Net working capital changes	196		(766	)	(297	)	(372	)	(1,239	)	982					982
Net cash provided by continuing operations	4,070		2,078		3,440		3,870		13,458		4,608					4,608
Net cash provided by (used in) discontinued operations	112		272		80		-		464		122					122
Net Cash Provided by Operating Activities	4,182		2,350		3,520		3,870		13,922		4,730					4,730
Cash Flows from Investing Activities
Capital expenditures and investments	(3,818	)	(3,623	)	(3,279	)	(3,452	)	(14,172	)	(3,391	)				(3,391	)
Proceeds from asset dispositions	1,102		464		522		44		2,132		1,134					1,134
Net sales (purchases) of short-term investments	92		505		-		-		597		(23	)				(23	)
Long-term collections from related parties
and other investments	45		23		207		660		935		36					36
Net cash used in continuing operations	(2,579	)	(2,631	)	(2,550	)	(2,748	)	(10,508	)	(2,244	)				(2,244	)
Net cash provided by (used in) discontinued operations	(431	)	(284	)	(223	)	(181	)	(1,119	)	(189	)				(189	)
Net Cash Provided by (Used in) Investing Activities	(3,010	)	(2,915	)	(2,773	)	(2,929	)	(11,627	)	(2,433	)				(2,433	)
Cash Flows from Financing Activities
Net issuance (repayment) of debt	(47	)	831		(1,967	)	614		(569	)	(48	)				(48	)
Special cash distribution from Phillips 66	-		7,818		-		-		7,818		-					-
Change in restricted cash	-		(5,000	)	2,532		1,720		(748	)	748					748
Issuance of company common stock	36		9		38		55		138		(10	)				(10	)
Repurchase of company common stock	(1,899	)	(3,050	)	(149	)	-		(5,098	)	-					-
Dividends paid	(843	)	(818	)	(808	)	(809	)	(3,278	)	(815	)				(815	)
Other	(199	)	(170	)	(178	)	(178	)	(725	)	(205	)				(205	)
Net cash used in continuing operations	(2,952	)	(380	)	(532	)	1,402		(2,462	)	(330	)				(330	)
Net cash used in discontinued operations	(318	)	(1,701	)	-		-		(2,019	)	-					-
Net Cash Used in Financing Activities	(3,270	)	(2,081	)	(532	)	1,402		(4,481	)	(330	)				(330	)
Effect of Exchange Rate Changes	25		(17	)	9		7		24		(163	)				(163	)
Net Change in Cash and Cash Equivalents	(2,073	)	(2,663	)	224		2,350		(2,162	)	1,804					1,804
Cash and cash equivalents at beginning of period	5,780		3,707		1,044		1,268		5,780		3,618					3,618
Cash and Cash Equivalents at End of Period	3,707		1,044		1,268		3,618		3,618		5,422					5,422
CAPITAL PROGRAM
Capital expenditures and investments
Alaska	186		202		208		232		828		262					262
Lower 48 and Latin America	1,267		1,288		1,339		1,357		5,251		1,280					1,280
Canada	629		428		493		634		2,184		675					675
Europe	622		735		738		765		2,860		791					791
Asia Pacific and Middle East	699		886		468		377		2,430		337					337
Other International	354		34		11		16		415		19					19
Corporate and Other	61		50		22		71		204		27					27
Total capital expenditures and investments	3,818		3,623		3,279		3,452		14,172		3,391					3,391
Joint venture acquisition obligation (principal) - Canada	180		183		183		187		733		189					189
Total Capital Program	3,998		3,806		3,462		3,639		14,905		3,580					3,580
Capital Program for Algeria, Nigeria and Kashagan was $189 million and $817 million for the first-quarter 2013 and full-year 2012, respectively.

4 of 8

	2012						2013
	1st Qtr		2nd Qtr	3rd Qtr	4th Qtr	YTD	1st Qtr		2nd Qtr	3rd Qtr	4th Qtr	YTD
TOTAL SEGMENTS
Production
Total (MBOED)
Continuing operations, including equity affiliates	1,581		1,489	1,470	1,566	1,527	1,555					1,555
Discontinued operations (Algeria and Nigeria)	56		53	55	41	51	41					41
Total, including equity affiliates	1,637		1,542	1,525	1,607	1,578	1,596					1,596
Crude Oil (MBD)
Consolidated operations	590		554	528	598	567	606					606
Equity affiliates	34		31	25	21	28	20					20
Total continuing operations	624		585	553	619	595	626					626
Discontinued operations (Algeria and Nigeria)	26		23	25	17	23	20					20
Total	650		608	578	636	618	646					646
Over (under) lifting of crude oil (MBD)*	(11	)	29	32	25	19	(9	)				(9	)
*Includes continuing and discontinued operations.
NGL (MBD)
Consolidated operations	155		143	144	152	148	151					151
Equity affiliates	8		7	7	8	8	8					8
Total continuing operations	163		150	151	160	156	159					159
Discontinued operations (Nigeria)	3		4	4	3	4	3					3
Total	166		154	155	163	160	162					162
Bitumen (MBD)
Consolidated operations	11		11	12	12	12	13					13
Equity affiliates	73		77	80	94	81	96					96
Total	84		88	92	106	93	109					109
Natural Gas (MMCFD)
Consolidated operations	3,756		3,509	3,588	3,592	3,611	3,479					3,479
Equity affiliates	505		491	449	497	485	483					483
Total continuing operations	4,261		4,000	4,037	4,089	4,096	3,962					3,962
Discontinued operations (Nigeria)	161		153	162	120	149	110					110
Total	4,422		4,153	4,199	4,209	4,245	4,072					4,072
Industry Prices (Platt's)
Crude Oil ($/BBL)
WTI	102.99		93.44	92.11	88.09	94.16	94.29					94.29
WCS*	78.50		79.73	68.47	71.22	74.48	61.51					61.51
Brent dated	118.49		108.19	109.61	110.02	111.58	112.55					112.55
JCC	111.43		116.70	121.99	105.85	113.99	113.74					113.74
Natural Gas ($/MMBTU)
Henry Hub first of month	2.72		2.21	2.80	3.41	2.79	3.34					3.34
* Quoted WCS price reflects a one-month lag.
Average Realized Prices
Crude Oil ($/BBL)
Consolidated operations	111.91		105.77	102.79	103.16	105.86	106.17					106.17
Equity affiliates	111.37		99.28	96.57	100.90	102.80	100.27					100.27
Total continuing operations	111.88		105.43	102.54	103.08	105.72	105.97					105.97
Discontinued operations (Algeria and Nigeria)	122.73		108.92	106.97	112.15	112.90	112.62					112.62
Total	112.33		105.56	102.72	103.33	105.98	106.20					106.20
NGL ($/BBL)
Consolidated operations	53.26		42.77	40.02	42.38	44.62	40.87					40.87
Equity affiliates	88.24		70.28	62.18	86.97	77.30	77.32					77.32
Total continuing operations	55.03		44.36	41.08	44.93	46.36	42.95					42.95
Discontinued operations (Nigeria)	11.97		15.34	14.26	11.06	13.30	12.30					12.30
Total	54.11		43.55	40.39	44.15	45.55	42.41					42.41
Bitumen ($/BBL)
Consolidated operations	64.95		54.75	56.23	55.29	57.58	36.78					36.78
Equity affiliates	60.04		50.85	56.95	47.43	53.39	39.52					39.52
Total	60.66		51.38	56.86	48.32	53.91	39.23					39.23
Natural Gas ($/MCF)
Consolidated operations	5.20		4.72	4.86	5.50	5.07	5.32					5.32
Equity affiliates	8.62		8.98	8.66	7.90	8.54	9.36					9.36
Total continuing operations	5.61		5.25	5.28	5.79	5.48	5.84					5.84
Discontinued operations (Nigeria)	2.53		2.51	2.84	2.32	2.57	2.54					2.54
Total	5.49		5.14	5.18	5.69	5.38	5.74					5.74
Exploration Expenses ($ Millions)
Dry holes	6		64	6	79	155	4					4
Leasehold impairment	512		52	63	92	719	32					32
Total noncash expenses	518		116	69	171	874	36					36
Other (G&A, G&G and lease rentals)	157		149	146	174	626	241					241
Total exploration expenses	675		265	215	345	1,500	277					277
U.S. exploration expenses	87		96	106	126	415	152					152
International exploration expenses	588		169	109	219	1,085	125					125
DD&A ($ Millions)
Alaska	134		134	117	131	516	135					135
Lower 48 and Latin America	603		625	657	719	2,604	744					744
Canada	324		333	355	326	1,338	343					343
Europe	266		246	214	267	993	261					261
Asia Pacific and Middle East	211		210	274	303	998	293					293
Other International	9		11	12	13	45	11					11
Corporate and Other	24		21	21	20	86	20					20
Total DD&A	1,571		1,580	1,650	1,779	6,580	1,807					1,807

5 of 8

	2012					2013
	1st Qtr	2nd Qtr	3rd Qtr	4th Qtr	YTD	1st Qtr	2nd Qtr	3rd Qtr	4th Qtr	YTD
PRODUCTION
Crude Oil (MBD)
Consolidated operations
Alaska	208	190	157	196	188	190				190
Lower 48	117	115	124	136	123	148				148
Canada	13	14	14	13	13	14				14
Norway	112	103	97	103	104	100				100
United Kingdom	44	35	20	27	31	24				24
Europe	156	138	117	130	135	124				124
Australia/Timor-Leste	17	15	18	16	16	13				13
China	23	31	48	54	39	57				57
Indonesia	10	8	9	9	9	9				9
Malaysia	-	-	-	4	1	7				7
Vietnam	11	-	-	-	3	-				-
AP/ME	61	54	75	83	68	86				86
Libya	35	43	41	40	40	44				44
Other International	35	43	41	40	40	44				44
Total consolidated operations	590	554	528	598	567	606				606
Equity affiliates	34	31	25	21	28	20				20
Total continuing operations	624	585	553	619	595	626				626
Discontinued operations (Algeria and Nigeria)	26	23	25	17	23	20				20
Total	650	608	578	636	618	646				646
NGL (MBD)
Consolidated operations
Alaska	18	16	10	17	16	18				18
Lower 48	84	83	87	87	85	87				87
Canada	25	22	25	24	24	26				26
Norway	5	4	3	3	4	3				3
United Kingdom	5	4	2	4	3	3				3
Europe	10	8	5	7	7	6				6
Australia/Timor-Leste	12	9	12	12	11	10				10
Indonesia	6	5	5	5	5	4				4
AP/ME	18	14	17	17	16	14				14
Total consolidated operations	155	143	144	152	148	151				151
Equity affiliates	8	7	7	8	8	8				8
Total continuing operations	163	150	151	160	156	159				159
Discontinued operations (Nigeria)	3	4	4	3	4	3				3
Total	166	154	155	163	160	162				162
Bitumen (MBD)
Consolidated operations	11	11	12	12	12	13				13
Equity affiliates	73	77	80	94	81	96				96
Total	84	88	92	106	93	109				109
Natural Gas (MMCFD)
Consolidated operations
Alaska	59	56	51	56	55	56				56
Lower 48	1,502	1,456	1,507	1,508	1,493	1,441				1,441
Canada	863	864	874	826	857	806				806
Norway	195	141	127	176	160	161				161
United Kingdom	437	399	287	302	356	300				300
Europe	632	540	414	478	516	461				461
Australia/Timor-Leste	249	159	261	251	230	251				251
China	-	1	4	5	3	4				4
Indonesia	441	427	444	438	437	428				428
Malaysia	-	-	-	-	-	1				1
Vietnam	7	-	-	-	2	-				-
AP/ME	697	587	709	694	672	684				684
Libya	3	6	33	30	18	31				31
Other International	3	6	33	30	18	31				31
Total consolidated operations	3,756	3,509	3,588	3,592	3,611	3,479				3,479
Equity affiliates	505	491	449	497	485	483				483
Total continuing operations	4,261	4,000	4,037	4,089	4,096	3,962				3,962
Discontinued operations (Nigeria)	161	153	162	120	149	110				110
Total	4,422	4,153	4,199	4,209	4,245	4,072				4,072
Total (MBOED)
Consolidated operations
Alaska	236	215	176	222	213	218				218
Lower 48	451	441	462	475	457	475				475
Canada	193	191	197	187	192	187				187
Norway	149	131	121	135	135	130				130
United Kingdom	122	105	70	81	93	77				77
Europe	271	236	191	216	228	207				207
Australia/Timor-Leste	70	51	73	69	66	65				65
China	23	31	49	55	40	58				58
Indonesia	90	84	88	87	87	84				84
Malaysia	-	-	-	4	1	7				7
Vietnam	12	-	-	-	3	-				-
AP/ME	195	166	210	215	197	214				214
Libya	36	43	47	45	43	49				49
Other International	36	43	47	45	43	49				49
Total consolidated operations	1,382	1,292	1,283	1,360	1,330	1,350				1,350
Equity affiliates	199	197	187	206	197	205				205
Total continuing operations	1,581	1,489	1,470	1,566	1,527	1,555				1,555
Discontinued operations (Algeria and Nigeria)	56	53	55	41	51	41				41
Total	1,637	1,542	1,525	1,607	1,578	1,596				1,596

6 of 8

	2012					2013
	1st Qtr	2nd Qtr	3rd Qtr	4th Qtr	YTD	1st Qtr	2nd Qtr	3rd Qtr	4th Qtr	YTD
AVERAGE REALIZED PRICES
Crude Oil ($/BBL)
Consolidated operations
Alaska	112.20	112.38	106.53	106.91	109.62	110.79				110.79
Lower 48	99.00	89.61	90.06	88.63	91.67	93.69				93.69
Canada	83.85	74.76	77.19	77.71	78.26	72.85				72.85
Norway	122.49	109.50	111.74	111.87	113.80	114.75				114.75
United Kingdom	116.54	111.55	104.55	109.54	110.31	111.07				111.07
Europe	121.25	109.89	109.67	111.51	113.08	114.11				114.11
Australia/Timor-Leste	113.00	103.53	105.47	103.31	106.66	107.76				107.76
China	122.02	113.71	107.68	105.01	109.94	110.91				110.91
Indonesia	109.16	96.96	91.45	93.95	98.21	93.32				93.32
Malaysia	-	-	-	-	-	119.87				119.87
Vietnam	126.02	-	-	-	126.02	-				-
AP/ME	117.66	109.12	105.12	103.34	108.20	109.35				109.35
Libya	121.68	109.52	108.00	109.95	110.75	112.18				112.18
Other International	121.68	109.52	108.00	109.95	110.75	112.18				112.18
Total consolidated operations	111.91	105.77	102.79	103.16	105.86	106.17				106.17
Equity affiliates	111.37	99.28	96.57	100.90	102.80	100.27				100.27
Total continuing operations	111.88	105.43	102.54	103.08	105.72	105.97				105.97
Discontinued operations (Algeria and Nigeria)	122.73	108.92	106.97	112.15	112.90	112.62				112.62
Total	112.33	105.56	102.72	103.33	105.98	106.20				106.20
NGL ($/BBL)
Consolidated operations
Lower 48	44.90	34.62	31.40	31.32	35.45	29.58				29.58
Canada	54.13	48.66	45.31	46.28	48.64	50.15				50.15
Norway	57.56	53.57	55.56	72.71	59.22	59.77				59.77
United Kingdom	61.10	56.38	59.72	74.83	63.84	60.61				60.61
Europe	59.29	54.81	57.62	73.94	61.53	60.10				60.10
Australia/Timor-Leste	88.97	70.98	74.68	85.00	80.03	77.42				77.42
Indonesia	90.85	72.30	63.40	84.60	77.58	78.10				78.10
AP/ME	89.56	71.39	71.06	84.88	79.26	77.59				77.59
Total consolidated operations	53.26	42.77	40.02	42.38	44.62	40.87				40.87
Equity affiliates	88.24	70.28	62.18	86.97	77.30	77.32				77.32
Total continuing operations	55.03	44.36	41.08	44.93	46.36	42.95				42.95
Discontinued operations (Nigeria)	11.97	15.34	14.26	11.06	13.30	12.30				12.30
Total	54.11	43.55	40.39	44.15	45.55	42.41				42.41
Bitumen ($/BBL)
Consolidated operations	64.95	54.75	56.23	55.29	57.58	36.78				36.78
Equity affiliates	60.04	50.85	56.95	47.43	53.39	39.52				39.52
Total	60.66	51.38	56.86	48.32	53.91	39.23				39.23
Natural Gas ($/MCF)
Consolidated operations
Alaska	4.68	3.93	3.97	4.28	4.22	5.20				5.20
Lower 48	2.65	2.10	2.64	3.24	2.67	3.19				3.19
Canada	1.98	1.61	2.05	2.92	2.13	2.89				2.89
Norway	10.40	9.58	8.47	10.26	9.77	10.69				10.69
United Kingdom	9.80	9.49	9.06	10.72	9.76	10.87				10.87
Europe	9.98	9.52	8.87	10.56	9.76	10.81				10.81
Australia/Timor-Leste*	1.10	1.10	1.18	1.12	1.12	1.10				1.10
China	-	2.46	2.44	2.39	2.41	2.50				2.50
Indonesia	10.37	12.85	9.94	10.14	10.80	11.57				11.57
Vietnam	1.15	-	-	-	1.15	-				-
AP/ME	10.40	11.47	10.64	10.15	10.63	10.71				10.71
Libya	0.09	0.09	6.77	5.19	5.55	4.86				4.86
Other International	0.09	0.09	6.77	5.19	5.55	4.86				4.86
Total consolidated operations	5.20	4.72	4.86	5.50	5.07	5.32				5.32
Equity affiliates	8.62	8.98	8.66	7.90	8.54	9.36				9.36
Total continuing operations	5.61	5.25	5.28	5.79	5.48	5.84				5.84
Discontinued operations (Nigeria)	2.53	2.51	2.84	2.32	2.57	2.54				2.54
Total	5.49	5.14	5.18	5.69	5.38	5.74				5.74
*Excludes transfers to Darwin LNG plant.

7 of 8

		2012										2013
		1st Qtr		2nd Qtr		3rd Qtr		4th Qtr		YTD		1st Qtr		2nd Qtr	3rd Qtr	4th Qtr	YTD
CORPORATE AND OTHER
Corporate and Other Earnings (Loss) ($ Millions)		(311	)	(262	)	(254	)	(166	)	(993	)	(162	)				(162	)
Detail of Earnings (Loss) ($ Millions)
Net interest expense		(161	)	(160	)	(214	)	(113	)	(648	)	(108	)				(108	)
Corporate G&A expenses		(74	)	(44	)	(128	)	(67	)	(313	)	(27	)				(27	)
Technology*		(18	)	(22	)	46		(10	)	(4	)	(8	)				(8	)
Separation costs		(33	)	(40	)	(7	)	(4	)	(84	)	-					-
Other		(25	)	4		49		28		56		(19	)				(19	)
Total		(311	)	(262	)	(254	)	(166	)	(993	)	(162	)				(162	)
* Includes investment in new technologies or businesses outside of our normal scope of operations and is net of licensing revenues.
Before-Tax Net Interest Expense ($ Millions)
Interest expense		(309	)	(315	)	(294	)	(303	)	(1,221	)	(287	)				(287	)
Capitalized interest		146		145		157		167		615		179					179
Interest revenue		11		18		7		60		96		10					10
Premium on early debt retirement		-		-		(79	)	-		(79	)	-					-
Total		(152	)	(152	)	(209	)	(76	)	(589	)	(98	)				(98	)
Debt
Total debt ($ Millions)		28,360		23,008		21,117		21,725		21,725		21,670					21,670
Debt-to-capital ratio (%)		30	%	33	%	31	%	31	%	31	%	31	%				31	%
Equity ($ Millions)		67,057		46,443		47,877		48,427		48,427		49,240					49,240
REFERENCE
Commonly Used Abbreviations
Earnings	Net Income (Loss) Attributable to ConocoPhillips
DD&A	Depreciation, Depletion and Amortization
FX	Foreign Currency
G&G	Geological and Geophysical
G&A	General and Administrative
JCC	Japan Crude Cocktail
LNG	Liquefied Natural Gas
NGL	Natural Gas Liquids
R&D	Research and Development
WCS	Western Canada Select
WTI	West Texas Intermediate
Units of Measure
BBL	Barrels
MMBBL	Millions of Barrels
MBD	Thousands of Barrels per Day
MBOED	Thousands of Barrels of Oil Equivalent per Day
MCF	Thousands of Cubic Feet
MMBTU	Millions of British Thermal Units
MMCFD	Millions of Cubic Feet per Day

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