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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:
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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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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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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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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.
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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:
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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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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.
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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

A
summary of the company's net income (loss) by business segment follows:
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:
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Increased E&P and R&M production volumes as a
result of the merger;
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Higher crude oil, natural gas, and natural gas liquids
prices in our E&P segment;
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Improved refining and marketing margins in our R&M
segment;
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Lower impairments and lease loss accruals related to
discontinued operations; and
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Lower merger-related expenses in 2003, compared with
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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:
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Sales revenues and purchase costs due to higher volumes
of products being bought and sold;
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Equity earnings due to an increased number of equity
affiliates;
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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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Depreciation, depletion and amortization due to the increased
depreciable asset base;
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Taxes other than income taxes due to higher gasoline
sales, production volumes and property and payroll taxes; and
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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

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:
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The startup of the Grane field in the Norwegian North
Sea in September 2003;
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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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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:
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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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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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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.
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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
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
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
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
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
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
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