elevateexpectations 2002 Annual Report Contents ConocoPhillips At A Glance . .2 A review of the company’s global operations. Letter to Shareholders . .5 Chairman Archie Dunham and President and CEO Jim Mulva discuss the company’s strategy for improving returns to shareholders. An Interview with Jim Mulva . .8 President and CEO Jim Mulva answers shareholders’ questions. Operating Review . .10 ConocoPhillips’ operating groups are capturing merger synergies while building on a portfolio of world-class assets. Corporate Review . .30 Corporate staffs are essential to helping ConocoPhillips achieve its objectives while supporting the company’s values and purpose. Financial Review . .36 Directors and Officers . .106 Glossary . .108 Our Theme: Elevate Expectations The PL19-3A wellhead platform rises high above the waters of China’s Bohai Bay, where ConocoPhillips announced first production from the Peng Lai field in late 2002. Like the platform reaching skyward, ConocoPhillips seeks to elevate expectations for performance beyond what was possible before the merger. The company is pursuing a clear strategy to improve returns for its shareholders — by capturing merger-related synergies, selling billions of dollars of non-core assets, growing its Exploration and Production segment, and applying a disciplined approach to cost control, capital spending and debt reduction. Highlights Millions of Dollars Except as Indicated 2002 2001 % Change Financial Total revenues $57,224 25,044 128 Income from continuing operations $ 714 1,611 (56) Net income (loss) $ (295) 1,661 (118) Per share of common stock — diluted Income from continuing operations $ 1.47 5.46 (73) Net income (loss) $ (.61) 5.63 (111) Net cash provided by operating activities from continuing operations $ 4,767 3,529 35 Net cash provided by operating activities $ 4,969 3,562 40 Capital expenditures and investments $ 4,388 3,016 45 Total assets at year-end $76,836 35,217 118 Total debt $19,766 8,654 128 Mandatorily redeemable preferred securities of trust subsidiaries $ 350 650 (46) Other minority interests $ 651 5— Common stockholders’ equity $29,517 14,340 106 Percent of total debt to capital* 39% 37 5 Common stockholders’ equity per share (book value) $ 43.56 37.52 16 Cash dividends per common share $ 1.48 1.40 6 Closing stock price per common share $ 48.39 60.26 (20) Common shares outstanding at year-end (in thousands) 677,570 382,158 77 Average common shares outstanding (in thousands) Basic 482,082 292,964 65 Diluted 485,505 295,016 65 Employees at year-end (in thousands) 57.3 38.7 48 *Capital includes total debt, mandatorily redeemable preferred securities of trust subsidiaries, other minority interests and common stockholders’ equity. 2002 2001 % Change Operating U.S. crude oil production (MBD) 371 373 (1) Worldwide crude oil production (MBD)* 682 563 21 U.S. natural gas production (MMCFD) 1,103 917 20 Worldwide natural gas production (MMCFD)* 2,047 1,335 53 Worldwide natural gas liquids production (MBD) 46 35 31 Worldwide Syncrude production (MBD) 8 —— Worldwide production on a barrel-of-oil-equivalent basis, including Syncrude (MBD)* 1,077 821 31 Natural gas liquids extracted — midstream (MBD) 156 120 30 Refinery crude oil throughput (MBD) 1,813 706 157 Refinery utilization rate (%) 90 94 (4) U.S. automotive gasoline sales (MBD)** 1,147 465 147 U.S. distillates sales (MBD)** 392 170 131 Worldwide petroleum products sales (MBD)** 2,258 943 139 Ethylene production (MMlbs)* 3,217 3,291 (2) Polyethylene production (MMlbs)* 2,004 1,956 2 **Includes ConocoPhillips’ share of equity affiliates’ production. **Excludes spot market sales. The ConocoPhillips merger was consummated on August 30, 2002, and used purchase accounting to recognize the fair value of Conoco Inc. assets and liabilities. Consequently, results for the year 2002 include eight months of activity for Phillips Petroleum Company and four months of activity for ConocoPhillips. Prior periods reflect only Phillips results. 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 58 should be read in conjunction with such statements. “ConocoPhillips,” “the company,” “we” and “our” are used interchangeably in this report to refer to the businesses of ConocoPhillips and its consolidated subsidiaries. All numerical references to crude oil, natural gas or natural gas liquids production volumes refer to production from proved reserves. ConocoPhillips 2002 Annual Report 1 ConocoPhillips At A Glance Our Purpose: Use Our Pioneering Spirit to Responsibly Deliver Energy to the World Who We Are Exploration and Production (E&P) Refining and Marketing (R&M) ConocoPhillips is an international, integrated energy company. It is the Profile: Explores for and produces crude Profile: Refines crude oil and markets third-largest integrated energy oil, natural gas and natural gas liquids on and transports petroleum products. company in the United States, based a worldwide basis. Also mines oil sands ConocoPhillips is the largest refiner in on market capitalization, oil and gas to produce Syncrude. A key strategy is to the United States and the fifth-largest proved reserves and production; and accelerate growth by developing legacy refiner in the world. the largest refiner in the country. assets — very large oil and gas Worldwide, it is the sixth-largest developments that can provide strong Operations: Refining — At year-end publicly owned energy company, financial returns over long periods of time 2002, ConocoPhillips owned 12 U.S. based on oil and gas reserves, and the — through exploration, exploitation, refineries (excluding two refineries held fifth-largest refiner. redevelopments and acquisitions; and for sale), owned or had an interest in five ConocoPhillips is known by focusing exploration on larger, lower- European refineries and had an interest in worldwide for its technological risk areas. one refinery in Malaysia, totaling a combined net crude oil refining capacity expertise in deepwater exploration Operations: At year-end 2002, of 2.6 million barrels of oil per day. and production, reservoir ConocoPhillips held a combined 102 Marketing — At year-end 2002, management and exploitation, 3-D million net developed and undeveloped ConocoPhillips’ gasoline and distillates seismic technology, high-grade acres in 29 countries, and produced were sold through approximately 17,000 petroleum coke upgrading and sulfur hydrocarbons in 14. Crude oil production branded outlets in the United States, removal. in 2002 averaged 682,000 barrels per day Europe and Southeast Asia. In the United Headquartered in Houston, Texas, (BPD), gas production averaged 2.05 States, products were primarily marketed ConocoPhillips operates in more than billion cubic feet per day and natural gas under the Phillips 66, 76 and Conoco 40 countries. The company has liquids production averaged 46,000 BPD. brands. In Europe and Southeast Asia, the approximately 57,000 employees Key regional focus areas include the company marketed primarily under the Jet worldwide and assets of $77 billion. North Slope of Alaska; Canada; offshore and ProJET brands. ConocoPhillips also ConocoPhillips stock is listed on the China; the Lower 48 United States, marketed lubricants, commercial fuels, New York Stock Exchange under the including the Gulf of Mexico; aviation fuels and liquid petroleum gas. symbol “COP.” Kazakhstan; Nigeria; the North Sea; ConocoPhillips’ refined products sales Southeast Asia; the Timor Sea; and were 2.3 million barrels per day in 2002. Venezuela. The company also participated in joint Our Businesses ventures that support the specialty The company has four core activities Strengths: Seismic imaging technology; products business. Transportation — worldwide: deepwater exploration; reservoir R&M owned or had an interest in about ■ Petroleum exploration and management and exploitation; enhanced 31,500 miles of pipeline systems in the production. oil recovery; managing large offshore United States at year-end 2002. ■ Petroleum refining, marketing, developments; operations in the North Sea, Arctic and other environmentally Strengths: Branded wholesale marketing; supply and transportation. sensitive areas. refining technologies; aviation gasoline ■ Natural gas gathering, processing sales; and refining capabilities. and marketing, including a 30.3 Competitors: Major integrated petroleum percent interest in Duke Energy companies, including ExxonMobil, Competitors: Major refiners and Field Services, LLC. ChevronTexaco, BP, Shell and marketers in North America, Europe and ■ Chemicals and plastics production TotalFinaElf; independent exploration and Asia Pacific including ChevronTexaco, and distribution through a 50 production companies, including Apache, ExxonMobil, Shell, TotalFinaElf and BP; Burlington Resources and Devon Energy; independent refiners/marketers, including percent interest in Chevron Phillips and national oil companies. Valero, Tesoro and Sunoco; and Chemical Company LLC. hypermarts such as Wal-Mart. Customers: Third-party refiners and In addition, the company is investing processors, large industrial users and Customers: Independent marketers and in several emerging businesses — ConocoPhillips’ refining operations. the consuming public. fuels technology, gas-to-liquids, power generation and emerging technologies — that provide current and potential