Phillips Petroleum Company 2001 Annual Report NEW EXPECTATIONS PHILLIPS’ MISSION IS TO PROVIDE SUPERIOR RETURNS FOR SHAREHOLDERS THROUGH TOP PERFORMANCE IN ALL OUR BUSINESSES. PHILLIPS PETROLEUM CONTENTS COMPANY IN BRIEF 2 PHILLIPS’WORLDWIDE OPERATIONS Phillips Petroleum Company is a 4 LETTER TO SHAREHOLDERS major integrated U.S. oil and gas CEO Jim Mulva describes Phillips’ journey and explains why the company has company. It is headquartered in new expectations for increased shareholder returns. Bartlesville, Oklahoma. The company 7 THE CHAIRMAN’S PERSPECTIVE was founded in 1917. Phillips’ core Jim Mulva responds to questions about the company as it prepares to enter a new era. activities are: 9 FINANCIAL SUMMARY ■ Petroleum exploration and produc- Phillips remains financially strong despite a challenging economic climate. tion on a worldwide scale. 10 EXPLORATION AND PRODUCTION (E&P) ■ Petroleum refining, marketing and Phillips anticipates increased oil and gas output from existing projects, and is transportation, primarily in the carrying out a balanced and focused exploration program. United States. 18 REFINING, MARKETING AND TRANSPORTATION (RM&T) ■ Chemicals and plastics production Following its acquisition of Tosco, Phillips is capturing synergies and taking advantage and distribution worldwide through of its expanded capabilities as one of the largest U.S. refiners and marketers. a 50 percent interest in Chevron 24 CHEMICALS Phillips Chemical Company Chevron Phillips Chemical Company is weathering a difficult market, holding down (CPChem). costs and carrying out growth projects. ■ Natural gas gathering, processing 26 GAS GATHERING, PROCESSING AND MARKETING and marketing in North America Phillips’ midstream joint venture is making the most of its strengths while through a 30.3 percent interest in pursuing growth opportunities. Duke Energy Field Services (DEFS). 28 STRATEGIC TRANSACTIONS At year-end 2001, Phillips had A corporate-level effort focused on joint ventures and acquisitions has facilitated 38,700 employees, approximately Phillips’ transformation. 54,700 stockholders and assets 30 FINANCIAL STRATEGY of $35 billion. The company’s Phillips has repositioned its business lines to compete against the strongest technologies were licensed companies in their industries while maintaining the flexibility to carry out in 40 countries. large transactions. 32 PEOPLE Phillips has announced a planned Phillips is integrating the talents of a much larger, more diverse work force. merger with Conoco Inc., expected 34 HEALTH, ENVIRONMENT AND SAFETY to be completed in the second half Phillips maintains strong safety and environmental performance. of 2002. 35 FINANCIAL REVIEW 98 DIRECTORS AND OFFICERS 100 GLOSSARY OUR THEME: NEW EXPECTATIONS Operator technician Joe Aicklen, an employee at Phillips’ newly acquired Alliance refinery near New Orleans, symbolizes the company’s new expectations as he surveys the facility at dawn. Aicklen is one of some 26,000 employees who joined Phillips in 2001 as part of the company’s acquisition of Tosco Corporation, which included eight refineries, seven in the United States. Phillips has more than doubled its assets since mid-1999, and the company expects to merge with Conoco in the second half of 2002 to create a new major company, ConocoPhillips. HIGHLIGHTS Millions of Dollars Except as Indicated 2001 2000 % Change Financial Total revenues (includes excise taxes on petroleum products sales) $26,868 23,082 16 Income before extraordinary item and cumulative effect of accounting change $ 1,643 1,862 (12) Net income $ 1,661 1,862 (11) Per share of common stock — diluted Income before extraordinary item and cumulative effect of accounting change $ 5.57 7.26 (23) Net income $ 5.63 7.26 (22) Net operating income $ 1,709 1,916 (11) As percent of average total assets (ROA) 7.0% 10.7 (35) As percent of average common stockholders’ equity (ROE) 19.6% 36.0 (46) Adjusted ROE* 23.7% 36.0 (34) Net cash provided by operating activities $ 3,562 4,014 (11) Capital expenditures and investments $ 3,085 2,022** 53 Total assets at year-end $35,217 20,509 72 Total debt $ 8,689 6,884 26 Company-obligated mandatorily redeemable preferred securities $ 650 650 — Common stockholders’ equity $14,340 6,093 135 Percent of total debt to capital*** 37% 51 (27) Common stockholders’ equity per share (book value) $ 37.52 23.86 57 Cash dividends per common share $ 1.40 1.36 3 Closing stock price per common share $ 60.26 56.88 6 Shareholder return (common stock share-price appreciation plus reinvested dividends) 8.5% 24.2 (65) Common shares outstanding at year-end (in thousands) 382,158 255,389 50 Average common shares outstanding (in thousands) Basic 292,964 254,490 15 Diluted 295,016 256,326 15 Employees at year-end (in thousands) 38.7 12.4**** 212 Phillips Petroleum Company * Net operating income adjusted for acquisition depreciation ($58 million in 2001). Average common stockholders’ equity adjusted for fixed asset revaluation and goodwill from the Tosco acquisition ($1,556 million in 2001). ** Excludes the Alaska acquisition. *** Capital includes total debt, company-obligated mandatorily redeemable preferred securities and common stockholders’ equity. **** Excludes 3,400 employees who were under contract to Chevron Phillips Chemical Company LLC (CPChem) from July 1, 2000, through Dec. 31, 2000. Effective Jan. 1, 2001, those employees became employees of CPChem. 2001 2000 % Change Operating U.S. crude oil production (MBD) 373 241 55 Worldwide crude oil production (MBD)* 563 437 29 U.S. natural gas production (MMCFD) 917 928 (1) Worldwide natural gas production (MMCFD) 1,335 1,394 (4) Worldwide E&P natural gas liquids production (MBD) 35 29 21 Liquefied natural gas sales (MMCFD) 126 125 1 Refinery utilization rate (%) 94 91 3 U.S. automotive gasoline sales (MBD) 561 310 81 U.S. distillates sales (MBD) 271 137 98 Worldwide petroleum products sales (MBD) 1,146 690 66 Ethylene production (MMlbs)* 3,291 3,574 (8) Polyethylene production (MMlbs)* 1,956 2,230 (12) * Includes Phillips’ share of equity affiliates’ production. Certain disclosures in this Annual Report may be considered “forward-looking” statements. These are made pursuant to “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The “Cautionary Statement” in Management’s Discussion and Analysis on page 55 should be read in conjunction with such statements. “Phillips,” “the company,” “we” and “our” are used interchangeably in this report to refer to the business of Phillips Petroleum Company and its consolidated subsidiaries. Beginning April 1, 2000, the company’s gas gathering, processing and marketing (GPM) segment consists primarily of Phillips’ 30.3 percent equity investment in Duke Energy Field Services, LLC (DEFS). Beginning July 1, 2000, Phillips’ Chemicals segment consists primarily of its 50 percent equity interest in Chevron Phillips Chemical Company LLC (CPChem). On Sept. 14, 2001, Phillips acquired Tosco Corporation. The activities related to this acquisition are included primarily in Phillips’ Refining, Marketing and Transportation segment. All numerical references to crude oil, natural gas or natural gas liquids production volumes refer to production from proved reserves. Phillips Petroleum Company 2001 Annual Report 1 PHILLIPS’WORLDWIDE OPERATIONS Exploration and Production Phillips’ Worldwide Operations Phillips’ Worldwide Gas Gathering, Chemicals Processing and Marketing Refining, Marketing and Transportation 2 Phillips Petroleum Company 2001 Annual Report PHILLIPS HAS A WORLDWIDE SYSTEM OF COMPLEMENTARY AND INTEGRATED FACILITIES IN FOUR MAJOR SEGMENTS OF THE PETROLEUM INDUSTRY. Exploration and Production (E&P) Profile: Explores for and produces crude oil, natural gas and natural focus areas include the North Slope of Alaska; the Lower 48 United gas liquids on a worldwide basis. A key strategy is to accelerate States; the North Sea; Nigeria; offshore China; the Timor Sea; growth by developing legacy assets — very large oil and gas devel- Kazakhstan; and heavy-oil development in Venezuela. opments that can provide strong financial returns over long periods Strengths: Seismic imaging technology; estimation of reserves; of time — through exploration, exploitation, redevelopments and reservoir management and exploitation; enhanced oil recovery; acquisitions; and by focusing exploration on high-potential areas. managing large offshore developments; operations in arctic and Operations: At year-end 2001, Phillips held a combined 26 million other environmentally sensitive areas. net developed and undeveloped acres in 17 countries (counting the Competitors: Major integrated petroleum companies, including Timor Gap Zone of Cooperation between Australia and East Timor ExxonMobil, ChevronTexaco, BP, Shell and Occidental; independ- as a single country for this purpose), and produced hydrocarbons in ent exploration and production companies, including Apache and nine. Crude oil production in 2001 averaged 563,000 barrels per day Burlington Resources; and national oil companies. (BPD), gas production averaged 1.34 billion cubic feet per day and Customers: Third-party refiners and processors, and Phillips’ natural gas liquids production averaged 35,000 BPD. Key regional Refining, Marketing and Transportation operations. Refining, Marketing and Transportation (RM&T) Profile: Refines crude oil and markets and transports petroleum Transportation – RM&T owns or has an interest in about 16,000 products. The acquisition of Tosco Corporation, completed