ConocoPhillips
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Management’s Discussion and Analysis of Financial
Condition and Results of Operations

February 25, 2004

Management’s Discussion and Analysis is the company’s analysis of its financial performance and of significant trends that may affect future performance. It should be read in conjunction with the financial statements and notes, and supplemental oil and gas disclosures. It contains forward-looking statements including, without limitation, statements relating to the company’s plans, strategies, objectives, expectations, intentions, and resources that are made pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The words “intends,” “believes,” “expects,” “plans,” “scheduled,” “anticipates,” “estimates,” and similar expressions identify forward-looking statements. The company does not undertake to update, revise or correct any of the forward-looking information unless required to do so under the federal securities laws. Readers are cautioned that such forward-looking statements should be read in conjunction with the company’s disclosures under the heading: “CAUTIONARY STATEMENT FOR THE PURPOSES OF THE ‘SAFE HARBOR’ PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.”

Results of Operations
Merger of Conoco and Phillips
On August 30, 2002, Conoco Inc. (Conoco) and Phillips Petroleum Company (Phillips) combined their businesses by merging with wholly owned subsidiaries of a new company named ConocoPhillips (the merger). The merger was accounted for using the purchase method of accounting, with Phillips designated as the acquirer for accounting purposes. Because Phillips was designated as the acquirer, its operations and results are presented in this annual report for all periods prior to the close of the merger. From the merger date forward, the operations and results of ConocoPhillips reflect the combined operations of the two companies.

Business Environment and Executive Summary
Our overall earnings depend primarily upon the profitability of our Exploration and Production (E&P) and Refining and Marketing (R&M) segments. Our earnings normally are less impacted by results from the Midstream, Chemicals and Emerging Businesses segments.

Crude oil and natural gas prices, along with refining margins, play the most significant roles in our profitability. These prices and margins are driven by market factors over which we have no control. However, from a competitive perspective, there are other important factors that we must manage well to be successful, including:

blsq.gif Operating our producing properties and refining and marketing operations safely, consistently and in an environmentally sound manner. Safety is our first priority and we are committed to protecting the health and safety of everyone who has a role in our operations. Consistently high utilization rates at our refineries, minimizing downtime in producing fields, and maximizing the development of our reserves all enable us to capture the value the market gives us in terms of prices and margins. Finally, our operations are conducted in a manner that emphasizes our environmental stewardship.
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Controlling costs and expenses. Since we cannot control the prices of the commodity products we sell, keeping our operating and overhead costs low, within the context of our commitment to safety and environmental stewardship, is a top priority. We monitor these costs using various methodologies that are reported to senior management monthly, on both an absolute-dollar basis and a per-unit basis. Low operating and overhead costs are critical to maintaining competitive positions in our industries, as such, cost control is a component of our variable compensation programs.
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blsq.gif Selecting the appropriate projects in which to invest our capital dollars. We participate in capital-intensive industries. As a result, we must often invest significant capital dollars to explore for new oil and gas fields, develop newly discovered fields, maintain existing fields, or continue to maintain and improve our refinery complexes. We invest in those projects that are expected to provide an adequate financial return on invested dollars. However, there are often long lead times from the time we make an investment to the time that investment is operational and begins generating financial returns. Our capital spending in 2003 totaled $6.2 billion, and we anticipate capital spending to be approximately $6.9 billion in 2004.
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blsq.gif Evaluating our asset portfolio. We continue to evaluate opportunities to acquire assets that will contribute to future growth at competitive prices. We also continually assess our assets to determine if any no longer fit our growth strategy and should be sold or otherwise disposed. This management of our asset portfolio is important to ensuring our long-term growth and maintaining adequate financial returns.
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blsq.gif Hiring, developing and retaining a talented workforce. We want to attract, train, develop and retain individuals with the knowledge and skills to implement our business strategy and who support our values and ethics.

Many of our key performance indicators are shown in the statistical tables provided at the beginning of our operating segment sections that follow. These include crude oil and natural gas prices and production, natural gas liquids prices, refining capacity utilization, and refinery output. We also use the “return on capital employed” measure.

Other significant factors that can and/or do affect our profitability include:

blsq.gif Property and leasehold impairments. As mentioned above, we participate in capital intensive industries. At times, these investments become impaired when our reserve estimates are revised downward, when crude oil or natural gas prices decline significantly for long periods of time, or when a decision to dispose of an asset leads to a write-down to fair market value. Also, at times we invest large amounts of money in exploration blocks which, if exploratory drilling proves unsuccessful, could lead to material impairment of leasehold values.
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Goodwill. As a result of recent mergers and acquisitions, we have a significant amount of goodwill on our balance sheet. Although our latest tests indicate that no goodwill impairment is currently required, future deterioration in market conditions could lead to goodwill impairments that would have a substantial negative affect on the company’s profitability.
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blsq.gif Tax jurisdictions. As a global company, our operations are located in countries with different tax rates and fiscal structures. Accordingly, our overall effective tax rate can vary significantly between periods based on the “mix” of earnings within our global operations.

Segment Analysis
The E&P segment’s results are most closely linked to crude oil and natural gas prices. These are commodity products, the prices of which are subject to factors external to our company and over which we have no control. We benefited from favorable crude oil prices in 2003, which contributed significantly to what we view as strong results from this segment in 2003. For a discussion of factors impacting crude oil and natural gas prices in 2003, as well as our view of the potential movement of these prices into 2004, see the “Outlook” section. At year-end 2003, we estimated that a $1 per barrel change in crude oil prices would have an estimated $170 million annual impact on net income. For natural gas, the corresponding impact is approximately $40 million for a 10 cent per thousand cubic feet price change.

The Midstream segment’s results are most closely linked to natural gas liquids prices. The most important factor on the profitability of this segment is the results from our 30.3 percent equity investment in Duke Energy Field Services, LLC (DEFS). Higher natural gas liquids prices improved results from this segment in 2003. In early 2004, we approved the disposal of some of our non-DEFS Midstream assets located in the lower 48 states that are not associated with our E&P operations.

Refining margins, refinery utilization, cost control, and marketing margins primarily drive the R&M segment’s results. Refining margins are subject to movements in the cost of crude oil and other feedstocks, and the sales prices for refined products, which are subject to market factors over which we have no control. Refining margins in 2003 were much improved over 2002, resulting in improved R&M profitability. See the “Outlook” section for further discussion of refining margins in 2003 and our view of their potential movement into 2004. At year-end 2003, we estimated that a 25 cent per barrel change in refining margins would have an estimated $125 million annual impact on net income. For wholesale marketing margins, the corresponding impact is approximately $100 million for a 1 cent per gallon margin change. Our refineries operated at 94 percent of rated capacity in 2003, and our goal in 2004 is to operate at about the same level.

The Chemicals segment consists of our 50 percent interest in Chevron Phillips Chemical Company LLC (CPChem). The chemicals and plastics industry is mainly a commodity-based industry where the margins for key products are based on market factors over which CPChem has little or no control. The chemicals and plastics industry has been in a cyclical downturn for the last several years. In this difficult market environment, CPChem has placed great emphasis on safety, cost control and managing its capacity utilization. In addition, CPChem is investing in feedstock-advantaged areas in the Middle East with access to large, growing markets, such as Asia. With its low cost structure, we feel CPChem is well positioned to benefit from improved margins when the chemicals industry emerges from its downturn.

The Emerging Businesses segment represents our investment in new technologies or businesses outside our normal scope of operations. We do not expect the results from this segment to be material to our consolidated results. However, the businesses in this segment allow us to support our primary segments by staying current on new technologies that could become important drivers of profitability in future years.

At December 31, 2003, we had a debt-to-capital ratio of 34 percent. We have made a priority of using funds available after paying dividends and capital spending to reduce debt. We reduced our debt by $4.8 billion in 2003. We feel that by lowering our debt-to-capital ratio over the next several years to about 30 percent, we can improve our cost of capital and further position ourselves for growth opportunities in the future.

Consolidated Results
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A summary of the company's net income (loss) by business segment follows:
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2003 vs. 2002
Net income was $4,735 million in 2003, compared with a net loss of $295 million in 2002. The improved results in 2003 were primarily due to:

blksq.gif Increased E&P and R&M production volumes as a result of the merger;
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blksq.gif Higher crude oil, natural gas, and natural gas liquids prices in our E&P segment;
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blksq.gif Improved refining and marketing margins in our R&M segment;
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blksq.gif Lower impairments and lease loss accruals related to discontinued operations; and
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blksq.gif Lower merger-related expenses in 2003, compared with 2002.

See the “Segment Results” section for additional information on our E&P and R&M results, as well as our other reporting segments.

2002 vs. 2001
We incurred a net loss of $295 million in 2002, compared with net income of $1,661 million in 2001. The decrease was primarily attributable to recognizing impairments and loss accruals totaling $1,077 million after-tax associated with our retail and wholesale marketing operations that were classified as discontinued operations in late 2002, as well as merger-related costs totaling $557 million after-tax. Also negatively impacting results for 2002 were other asset impairments totaling $192 million after-tax, lower refining margins, lower natural gas sales prices, decreased equity earnings from Duke Energy Field Services, LLC (DEFS), and higher interest expense. These factors were partially offset by improved results from Chemicals and higher production volumes in E&P after the merger.

Income Statement Analysis
2003 vs. 2002
The merger affects the comparability of the 2003 and 2002 periods. 2003 includes a full year of ConocoPhillips’ operations, while 2002 includes only four months of combined operations. Prior to August 30, 2002, our results reflect Phillips’ operations only. Accordingly, the merger significantly increased:

blksq.gif Sales revenues and purchase costs due to higher volumes of products being bought and sold;
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blksq.gif Equity earnings due to an increased number of equity affiliates;
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blksq.gif Production and operating expenses and selling, general and administrative expenses due to the increased size and scope of operations following the merger, partially offset by lower merger-related costs in 2003;
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blksq.gif Depreciation, depletion and amortization due to the increased depreciable asset base;
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blksq.gif Taxes other than income taxes due to higher gasoline sales, production volumes and property and payroll taxes; and
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blksq.gif Interest and debt expense due to higher debt levels following the merger.

In addition to the merger impact, sales and other operating revenues and purchase costs increased because of higher prices for key products such as crude oil, natural gas, automotive gasoline and distillates. These are commodity products and their price levels are determined by market factors.

Our share of earnings from affiliates acquired in the merger accounted for the majority of the increase in the equity earnings. Of these, the E&P joint ventures in Canada (Petrovera) and Venezuela (Petrozuata), along with CFJ Properties in our R&M segment, provided the largest equity earnings. On February 18, 2004, we sold our interest in the Petrovera joint venture. Of the equity affiliates held prior to the merger, our equity earnings from DEFS improved on higher natural gas liquids prices, and our earnings from Hamaca, an E&P heavy-oil joint venture in Venezuela, increased due to higher crude oil production.

A higher net gain on asset sales was primarily responsible for the increase in other income in 2003. During 2003 we sold several E&P operations that did not fit into our long-term growth strategy. In addition, 2003 included gains attributable to insurance demutualization benefits. See the Corporate and Other section of “Segment Results” for additional information on these insurance benefits.

Selling, general and administrative expenses in 2002 included a $246 million charge for the write-off of in-process research and development costs acquired in the merger. The absence of such a significant charge in the 2003 period reduced the impact of the merger on this line item.

Property impairments increased by $75 million in 2003, compared with 2002. The 2003 impairments were recorded as a result of asset status changes from held-for-use to held-for-sale, producing properties that failed to meet recoverability tests, and tax law changes in Norway affecting asset removal costs. During 2002, property impairments were triggered by asset dispositions and the impairment of tradenames. See Note 12 — Property Impairments, in the Notes to Financial Statements, for additional information.

Accretion on discounted liabilities increased $123 million in 2003, reflecting accretion expense on environmental liabilities assumed in the merger and discounted obligations associated with the retirement and removal of long-lived assets that became effective January 1, 2003, with the adoption of Statement of Financial Accounting Standards (SFAS) No. 143, “Accounting for Asset Retirement Obligations.” See Note 2 — Changes in Accounting Principles, in the Notes to Financial Statements, for additional information on SFAS No. 143.

In addition to the merger impact, interest and debt expense also increased in 2003 because of the adoption of Financial Accounting Standards Board (FASB) Interpretation No. 46, “Consolidation of Variable Interest Entities,” (FIN 46). The adoption of FIN 46 for variable interest entities involving synthetic leases and certain other financing structures, effective January 1, 2003, resulted in increased balance sheet debt, which resulted in higher interest expense in 2003. See Note 2 — Changes in Accounting Principles, and Note 14 — Debt, in the Notes to Consolidated Financial Statements, for additional information.

During 2003, we recognized a $28 million gain on subsidiary equity transactions related to our E&P Bayu-Undan development in the Timor Sea. See Note 7 — Subsidiary Equity Transactions, in the Notes to Consolidated Financial Statements, for additional information.

Our effective tax rate in 2003 was 45 percent, compared with 67 percent in 2002. The lower effective tax rate in 2003 primarily was the result of a higher proportion of income in lower-tax-rate jurisdictions and the one-time impact of tax law changes in certain international jurisdictions. Contributing to the higher effective tax rate in 2002 was a write-off of in-process research and development costs, as well as the partial impairment of an exploration prospect, both without corresponding tax benefits in 2002.

Our discontinued operations had income of $237 million in 2003, compared with a net loss of $993 million in 2002. The net loss in 2002 reflected charges totaling $1,008 million after-tax related to the impairment of properties, plants and equipment; goodwill; intangible assets; and provisions for losses associated with various operating lease commitments. For additional information about our discontinued operations, see Note 4 — Discontinued Operations, in the Notes to Consolidated Financial Statements.

We adopted SFAS No. 143 effective January 1, 2003, resulting in the recognition of a benefit of $145 million for the cumulative effect of this accounting change. Also effective January 1, 2003, we adopted FIN 46 for variable interest entities involving synthetic leases and certain other financing structures created prior to February 1, 2003. This resulted in a charge of $240 million for the cumulative effect of this accounting change. Together, these resulted in a net charge of $95 million. For additional information on these accounting changes, see Note 2 — Changes in Accounting Principles, in the Notes to Consolidated Financial Statements.

2002 vs. 2001
In addition to the merger of Conoco and Phillips on August 30, 2002, ConocoPhillips closed on the $7 billion acquisition of Tosco Corporation on September 14, 2001. Together, these transactions significantly increased operating revenues; equity earnings; other income; purchase costs; operating expenses; selling, general and administrative expenses; depreciation, depletion and amortization; taxes other than income taxes; accretion on discounted liabilities; and interest and debt expense in 2002, compared with 2001.

Restructuring Accruals
As a result of the merger, we began a restructuring program in September 2002 to capture the benefits of combining Conoco and Phillips by eliminating redundancies, consolidating assets, and sharing common services and functions across regions. We expect the restructuring program to be completed by the end of the first quarter of 2004. From September 2002 through December 31, 2003, approximately 3,900 positions worldwide had been identified for elimination. Of this total, approximately 3,000 employees had been terminated by December 31, 2003. The information in Note 5 — Restructuring, in the Notes to Consolidated Financial Statements, is incorporated herein by reference.

Segment Results
E&P
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2003 vs. 2002
The E&P segment explores for and produces crude oil, natural gas, and natural gas liquids on a worldwide basis. It also mines deposits of oil sands in Canada to extract the bitumen and upgrade it into a synthetic crude oil. At December 31, 2003, our E&P operations were producing in the United States, the Norwegian and U.K. sectors of the North Sea, Canada, Nigeria, Venezuela, offshore Timor Lesté in the Timor Sea, offshore Australia, offshore China, offshore the United Arab Emirates, offshore Vietnam, Russia, and Indonesia.

Net income from the E&P segment increased 146 percent in 2003, compared with 2002. The improvement reflects higher production volumes, primarily due to the merger; higher crude oil and natural gas prices; and an increased net gain on asset sales. These items were partially offset by higher production and operating expenses; depreciation, depletion and amortization; and taxes other than income taxes, all the result of the larger size and scope of our operations following the merger.

In addition, 2003 included benefits of $233 million in our international E&P operations from changes in income tax and site restoration laws, as well as an equity realignment of certain Australian operations. Also, the cumulative effect of the adoption of SFAS No. 143 and the adoption of FIN 46 for variable interest entities involving synthetic leases and certain other financing structures increased E&P’s net income by $142 million in 2003.

Our average worldwide crude oil sales price was $27.47 per barrel in 2003, compared with $24.07 in 2002. We also benefited from higher natural gas prices in 2003, with our average worldwide price increasing from $2.77 per thousand cubic feet in 2002 to $4.07 in 2003. If crude oil and natural gas prices in 2004 do not remain at the historically strong levels experienced in 2003, E&P’s earnings will be negatively impacted in 2004. See the “Outlook” section for additional discussion of crude oil and natural gas prices.

ConocoPhillips’ proved reserves at year-end 2003 were 7.85 billion barrels of oil equivalent, a slight increase over 7.81 billion barrels at year-end 2002. Our Canadian Syncrude mining operations had an additional 265 million barrels of proved oil sands reserves at the end of 2003, compared with 272 million barrels at year-end 2002.

2002 vs. 2001
Net income from the E&P segment increased 3 percent in 2002, compared with 2001. Although E&P benefited from four months of increased production volumes in 2002 following the merger, this increase was mostly offset by lower natural gas sales prices, higher exploration expenses, and the unfavorable $24 million impact of a tax law change in the United Kingdom. Our average worldwide crude oil sales price was $24.07 per barrel in 2002, a 1 percent increase over $23.74 in 2001. Our average worldwide natural gas price in 2002 was $2.77 per thousand cubic feet, a 14 percent decrease from $3.23 in 2001.

Our proved reserves at year-end 2002 were 7.81 billion barrels of oil equivalent, a 52 percent increase over year-end 2001’s 5.13 billion barrels of oil equivalent. The increase was attributable to the merger.

U.S. E&P
2003 vs. 2002
Net income from our U.S. E&P operations increased 105 percent in 2003, compared with 2002. Net income from our Alaskan operations increased $575 million in 2003. The improvement in Alaska reflects higher crude oil prices, and a net $143 million benefit from the cumulative effect of adopting SFAS No. 143 and FIN 46, partially offset by slightly lower crude oil production volumes. The West Coast price of our Alaskan crude oil production increased 22 percent in 2003, from $23.75 per barrel in 2002 to $28.87 per barrel in 2003. Normal field declines and some operating interruptions in 2003 were mostly offset by increased production from the Borealis satellite field, the new Kuparuk Palm drill site, and Alpine, which enabled us to experience only a slight decrease in our Alaska crude oil production rate in 2003.

Our E&P Lower 48 net income increased $643 million in 2003, primarily because of increased natural gas production and sales prices, as well as, to a lesser extent, higher crude oil production and prices. U.S. Lower 48 natural gas prices increased 71 percent in 2003. Our increased production volumes in the Lower 48 mainly were the result of the merger, partially offset by the impact of asset dispositions. We continued our Lower 48/Gulf of Mexico asset rationalization program in 2003, which resulted in the sale of properties that did not fit into our long-term growth strategy. As planned, we are exiting the shallow water areas of the Gulf of Mexico. The Lower 48 operations recognized a net $1 million charge from the cumulative effect of adopting SFAS No. 143 and FIN 46 effective January 1, 2003.

2002 vs. 2001
Net income from U.S. E&P operations decreased 14 percent in 2002, compared with 2001. Although net income for 2002 benefited from four months of increased production volumes following the merger, this increase was more than offset by lower natural gas prices, lower production volumes in Alaska, and higher dry hole costs. Our U.S. average natural gas price in 2002 was 23 percent lower than in 2001.

Our U.S. crude oil production decreased slightly in 2002, while natural gas production increased 20 percent. The increase in natural gas production was mainly due to four months of production from fields acquired in the merger. The merger impact on total crude oil production was offset by lower production in Alaska, which experienced normal field declines, along with operating interruptions at the Prudhoe Bay field.

International E&P
2003 vs. 2002
Net income from our international E&P operations increased 225 percent in 2003, compared with 2002. Increased production volumes following the merger accounted for the majority of the earnings improvement. Higher crude oil and natural gas prices contributed to the remaining increase.

International E&P’s production on a barrel-of-oil-equivalent basis averaged 916,000 barrels per day in 2003, compared with 482,000 barrels per day in 2002. In addition, our Syncrude mining operations produced 19,000 barrels per day in 2003, compared with 8,000 barrels per day in 2002. Although the merger was the primary reason for the production increase, other items impacting our production rate in 2003 were:

blksq.gif The startup of the Grane field in the Norwegian North Sea in September 2003;
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blksq.gif A full year’s production from Phase I of the development of the Peng Lai 19-3 field in China’s Bohai Bay; and
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blksq.gif The startup of production from the Phase I development of the Su Tu Den project in Vietnam late in the fourth
quarter of 2003.

Included in international E&P’s net income in 2003 was a net foreign currency transaction loss of $50 million, compared with a net loss of $34 million in 2002.

International E&P’s net income in 2003 also was favorably impacted by the following items:

blksq.gif In Norway, the Norway Removal Grant Act (1986) was repealed in the second quarter of 2003. Prior to its repeal, this Act required the Norwegian government to contribute to the cost of removing offshore oil and gas production facilities. Now, the co-venturers in the facilities must fund all removal costs, but can deduct the removal costs, as incurred, under the Petroleum Tax Act, at the marginal tax rate in effect at the time of removal. These changes required us: to recognize an additional liability for the government’s share, prior to repeal of the Act, of the future removal costs, with a corresponding increase in properties, plants and equipment (PP&E); and to establish a net deferred tax asset for the temporary differences between the financial basis and tax basis of all of our Norwegian removal assets and liabilities. Some of the increases in PP&E were on shut-in fields, which led to immediate impairments of those properties. The overall impact on 2003 results was a net after-tax benefit of $87 million.
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blksq.gif In the Timor Sea region, ConocoPhillips and its co-venturers received final approvals from authorities to proceed with the natural gas development phase of the Bayu-Undan project in the second quarter of 2003. This approval allowed a broad ownership interest re-alignment among the co-venturers to proceed, which included our sale of a 10 percent interest in the project and the issuance of equity by previously wholly owned subsidiaries. In addition, the ratification of the Australia/Timor Lesté treaty lowered the company’s deferred tax liability position. The net result of these events was an after-tax benefit of $51 million in 2003. See Note 7 — Subsidiary Equity Transactions, in the Notes to Consolidated Financial Statements, for additional information.
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blksq.gif In November 2003, the Canadian Parliament enacted federal tax rate reductions for oil and gas producers. As a result we recognized a $95 million benefit upon revaluation of our deferred tax liability in the fourth quarter.

2002 vs. 2001
Net income from international E&P operations increased 66 percent in 2002. The improvement reflects four months of increased production volumes following the merger. However, 2002 net income included a $24 million deferred tax charge related to tax law changes in the United Kingdom. Net income in 2002 also included a $77 million leasehold impairment of deepwater Block 34, offshore Angola, due to an unsuccessful exploratory well in the block, along with higher dry hole charges.

Our international crude oil production increased 64 percent in 2002, while natural gas production increased 126 percent. The increases were mainly due to the addition of four months of production from fields acquired in the merger.

Midstream
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2003 vs. 2002
The Midstream segment purchases raw natural gas from producers and gathers natural gas through extensive pipeline gathering systems. The natural gas is then processed to extract natural gas liquids from the raw gas stream. The remaining “residue” gas is marketed to electrical utilities, industrial users, and gas marketing companies. Most of the natural gas liquids are fractionated — separated into individual components like ethane, butane and propane — and marketed as chemical feedstock, fuel, or blendstock.

Our Midstream segment consists of a 30.3 percent interest in Duke Energy Field Services, LLC (DEFS), as well as our other natural gas gathering and processing operations, and natural gas liquids fractionation and marketing businesses, primarily in the United States, Canada and Trinidad.

Net income from the Midstream segment increased 136 percent in 2003, compared with 2002. The increase primarily was attributable to improved results from DEFS and the addition of midstream operations following the merger. DEFS’ results mainly increased because of higher natural gas liquids prices in 2003. In addition, DEFS’ results in 2002 included higher costs for gas imbalance adjustment accruals.

Included in the Midstream segment’s 2003 net income was a basis-difference benefit of $36 million, compared with $35 million in 2002, representing the amortization of the excess amount of our 30.3 percent equity interest in the net assets of DEFS over the book value of our investment in DEFS.

2002 vs. 2001
Net income from the Midstream segment decreased 54 percent in 2002, compared with 2001. The decrease was primarily due to lower results from DEFS, which experienced a decline in natural gas liquids prices, increased costs for gas imbalance accruals and other adjustments, and higher operating expenses. These items were partially offset by the benefit of four months’ results from operations acquired in the merger.

Included in the Midstream segment’s net income in 2002 was a benefit of $35 million, representing the amortization of the basis difference between the book value of ConocoPhillips’ contribution to DEFS and our 30.3 percent equity interest in DEFS. The corresponding amount for 2001 was $36 million.

R&M
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2003 vs. 2002
The R&M segment’s operations encompass refining crude oil and other feedstocks into petroleum products (such as gasoline, distillates and aviation fuels), buying and selling crude oil and refined products, and transporting, distributing and marketing petroleum products. R&M has operations in the United States, Europe and Asia Pacific.

Net income from our R&M segment increased substantially in 2003, compared with 2002. The improved results primarily were due to significantly higher U.S. refining margins. The addition of refining and marketing assets in the merger also contributed to the higher 2003 earnings, as did increased wholesale gasoline margins. Partially offsetting the improvements was a net charge of $125 million for the cumulative effect of the adoption of FIN 46 for variable interest entities involving synthetic leases and certain other financing structures.

Our refineries produced 2.7 million barrels per day of petroleum products in 2003, compared with 2.0 million barrels per day in 2002. The increase reflects the addition of production from refineries acquired in the merger.

2002 vs. 2001
Net income from the R&M segment declined 64 percent in 2002, compared with 2001, reflecting lower refining margins, along with an $84 million after-tax impairment of a tradename and leasehold improvements of certain retail sites. R&M earnings for 2002 included four months’ results from operations acquired in the merger, as well as the impact of a full year’s results from Tosco operations, while the 2001 results included Tosco operations for only the last three and one-half months of 2001.

Worldwide crude oil refining capacity utilization was 90 percent in 2002, compared with 94 percent in 2001. Our refineries produced 2.0 million barrels per day of petroleum products in 2002, compared with 814,000 barrels per day in 2001. The increase reflects a full year of operations for refineries acquired in the Tosco acquisition and four months of operations for the refineries acquired in the merger.

U.S. R&M
2003 vs. 2002
Net income from our U.S. R&M operations increased significantly in 2003, compared with 2002. The improved results mainly were due to significantly higher refining margins, particularly during the third quarter of 2003. Industry U.S. refining margins were strong in the third quarter of 2003 due to increased gasoline demand in August and an unusual number of refined product supply disruptions, including refinery outages in the Midwest caused by a major power blackout in August 2003. See the “Outlook” section for additional discussion of refining margins. We capitalized on the strong refining margins in the third quarter by running our U.S. refineries at a utilization rate of 96 percent during the quarter. However, this rate was negatively impacted by a fire at our Ponca City, Oklahoma, refinery during July that resulted in portions of the facility being shut down. The Ponca City refinery’s throughput was restored in the fourth quarter of 2003 to levels achieved before the fire.

The addition of refining and marketing assets in the merger also contributed to the higher 2003 earnings, as did increased wholesale gasoline margins. Partially offsetting the margin improvements in 2003 was a net charge of $125 million for the cumulative effect of the adoption of FIN 46 for variable interest entities involving synthetic leases and certain other financing structures, along with higher utility costs.

For the full year of 2003, our U.S. refineries ran at a crude oil capacity utilization rate of 96 percent, compared with 91 percent in 2002. The rate in 2002 was lowered by higher maintenance turnaround activity, the impact of tropical storms on our Gulf Coast refineries, and the loss of Venezuelan crude oil supply in the fourth quarter due to the economic and political instability in that country during the quarter.

2002 vs. 2001
Net income from U.S. R&M operations declined 65 percent in 2002, compared with 2001. The decrease was primarily due to lower refining margins, particularly in the Midcontinent and Gulf Coast regions, along with an $84 million after-tax impairment of a tradename and leasehold improvements of certain retail sites. These items were partially offset by increased production and sales volumes as a result of the Tosco acquisition and the merger. Net income for 2002 included four months of operations acquired in the merger, and a full year of Tosco operations, while the 2001 results included Tosco operations for only three and one-half months. Effective January 1, 2001, we changed our method of accounting for the costs of major maintenance turnarounds from the accrue-in-advance method to the expense-as-incurred method. The cumulative effect of this change in accounting principle increased R&M net income by $26 million. Also included in 2001 was a $27 million write-down of inventories to market value.

International R&M
2003 vs. 2002
Net income from our international R&M operations increased substantially in 2003, compared with 2002. The improvement was due to the larger size and scope of our international refining and marketing operations following the merger, along with higher international refining margins. Prior to the merger, our international R&M operations consisted only of our Whitegate refinery in Ireland with a rated crude oil capacity of 72,000 barrels per day. The merger added one wholly owned and four joint-venture refineries, with a rated crude oil capacity of 370,000 barrels per day. In addition, the merger added an extensive marketing network throughout Europe and Asia. Included in international R&M’s net income in 2003 was a net foreign currency gain of $18 million, compared with a net gain of $9 million in 2002.

Our international crude oil capacity utilization rate was 87 percent in 2003, compared with 78 percent in 2002. The lower utilization rate in 2002 primarily was the result of the Humber refinery in the United Kingdom being shut down for an extended period of time in the fourth quarter due to a power outage and subsequent downtime.

2002 vs. 2001
Net income from international R&M operations increased $3 million in 2002, compared with 2001, reflecting the impact of the merger. The Humber refinery was shut down for an extended period of time during the fourth quarter of 2002, which negatively impacted international R&M’s 2002 results.

Chemicals
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2003 vs. 2002
The Chemicals segment consists of our 50 percent interest in Chevron Phillips Chemical Company LLC (CPChem), which we account for using the equity method of accounting. CPChem uses natural gas liquids and other feedstocks to produce petrochemicals such as ethylene, propylene, styrene, benzene, and paraxylene. These products are then marketed and sold, or used as feedstocks to produce plastics and commodity chemicals, such as polyethylene, polystyrene and cyclohexane.

As the results in both years indicate, the chemicals industry continues to be challenged to effectively utilize capacity, manage costs and improve margins in a difficult economic environment. The worldwide chemicals industry experienced an economic downturn beginning in the second half of 2000, and the downturn continued through 2003. The downturn has led to excess production capacity in the industry and pressured margins on key products. The chemicals industry has also been impacted by high energy prices, which negatively impacts both utility and feedstock costs.

2002 vs. 2001
The Chemicals segment incurred a net loss of $14 million in 2002, compared with a net loss of $128 million in 2001. Higher margins in 2002 contributed to the improvement in results. Lower operating expenses, feedstock costs and energy prices in 2002 were partially offset by decreased sales prices.

Due to depressed economic conditions in the chemicals industry, asset retirements and impairments totaling $84 million after-tax were recognized by CPChem in 2001. A developmental reactor at the Pasadena Plastics Complex in Pasadena, Texas, was retired; accelerated depreciation was recognized by CPChem on two polyethylene reactors at the Orange chemical plant in Orange, Texas; an ethylene unit was retired at the Sweeny complex in Old Ocean, Texas; an equity affiliate of CPChem recorded a property impairment related to a polypropylene facility; property impairments were taken on the manufacturing facility in Puerto Rico; and the benzene and cyclohexane units at the Puerto Rico facility were retired. In addition, the valuation allowance on the Puerto Rico facility’s deferred tax asset related to its net operating losses was increased in 2001 so that the deferred tax assets were fully offset by valuation allowances. Partially offsetting these impairments and retirements was a business interruption insurance settlement recognized by CPChem, and a favorable deferred tax adjustment recorded by ConocoPhillips related to the Puerto Rico facility, together totaling $57 million after-tax.

Emerging Businesses
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2003 vs. 2002
The Emerging Businesses segment includes the development of new businesses outside our traditional operations. Emerging Businesses incurred a net loss of $99 million in 2003, compared with a net loss of $310 million in 2002. The net loss in 2003 was less than that in 2002 as a result of a $246 million write-off of purchased in-process research and development costs in the third quarter of 2002 related to Conoco’s natural gas-to-liquids and other technologies. In accordance with FASB Interpretation No. 4, “Applicability of FASB Statement No. 2 to Business Combinations Accounted for by the Purchase Method,” value assigned to research and development activities in the purchase price allocation that have no alternative future use are required to be charged to expense at the date of the consummation of the combination. The $246 million charge was the same on both a before-tax and after-tax basis, because there was no tax basis in the assigned value prior to its write-off.

2002 vs. 2001
The Emerging Businesses segment posted a net loss of $310 million in 2002, compared with a net loss of $12 million in 2001. Results for 2002 included a $246 million write-off of acquired in-process research and development costs described above. The increased number of developing businesses after the merger also contributed to the larger losses in 2002.

Corporate and Other
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2003 vs. 2002
Net interest after-tax represents interest expense, net of interest income and capitalized interest, as well as premiums incurred on the early retirement of debt. Net interest increased 53 percent in 2003, compared with 2002. The increase in 2003 mainly was due to our higher debt levels following the merger, the impact of the adoption of FIN 46 for variable interest entities involving synthetic leases and certain other financing structures, and increased premiums on the early retirement of debt. The adoption of FIN 46 at January 1, 2003, increased debt, which resulted in higher interest expense. See Note 2 — Changes in Accounting Principles, in the Notes to Consolidated Financial Statements, for additional information.

After-tax corporate general and administrative expenses were the same in 2003 as in 2002. Expenses in 2003 were impacted by the merger, as well as the expensing of stock options. Beginning in 2003, on a prospective basis, we elected to use the fair-value accounting method provided for under SFAS No. 123, “Accounting for Stock-Based Compensation.” Offsetting these items were increased allocations of certain staff costs to the operating segments in 2003. The increased corporate allocations did not have a material impact on the operating segments’ results.

Income from discontinued operations was $237 million in 2003, compared with a loss of $993 million in 2002. The net loss in 2002 reflects charges totaling $1,008 million after-tax related to the impairment of properties, plants and equipment; goodwill; intangible assets; and provisions for losses associated with various operating lease commitments. For additional information about our discontinued operations, see Note 4 — Discontinued Operations, in the Notes to Consolidated Financial Statements.

On an after-tax basis, merger-related costs were $223 million in 2003, compared with $307 million in 2002. Included in these costs were employee relocation expenses, transition labor costs, and other charges directly associated with the merger.

The category “Other” consists primarily of items not directly associated with the operating segments on a stand-alone basis, including certain foreign currency transaction gains and losses, and environmental costs associated with sites no longer in operation. Results from Other were improved in 2003 because of higher foreign currency transaction gains and an after-tax gain of $34 million in the first quarter of 2003, representing beneficial interests we had in certain insurance companies as a result of the conversion of those companies from mutual companies to stock companies, a process known as demutualization. These beneficial interests arose from our prior purchase and ownership of various insurance policies and contracts issued by the mutual companies. Prior to the demutualizations, our mutual ownership interests in these insurance companies were not recognized because the ownership interests in the mutual companies were neither capable of valuation nor marketable. Included in Other in 2003 was a net foreign currency transaction gain of $67 million, after-tax, compared with a net gain of $21 million in 2002.

2002 vs. 2001
Corporate and Other’s net loss was $1,918 million in 2002, compared with $415 million in 2001. The increased net loss in 2002 reflects losses from discontinued operations, primarily due to impairments, and merger-related costs. Net interest expense and corporate general and administrative costs were also higher in 2002 due to the merger.

Continued