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The following slides accompanied a presentation to Burlington Resources
Inc.'s employees at a Town Hall meeting held January 11, 2006, by J.J.
Mulva, Chairman, President and Chief Executive Officer of ConocoPhillips and
John Lowe, Executive Vice President, Planning, Strategy & Corporate Affairs
of ConocoPhillips and were first posted on Burlington Resources Inc.'s
intranet web site on January 16, 2006.
Town Hall Meeting
with
Jim Mulva
Chairman & CEO
ConocoPhillips
January 11, 2006
1
Jim Mulva
Chairman & CEO
January 11, 2006
2
CAUTIONARY STATEMENT
FOR THE PURPOSES OF THE “SAFE HARBOR” PROVISIONS
OF THE PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995
Except for the historical and factual information contained herein, the matters set forth in this communication, including statements as to the expected benefits of the acquisition such as efficiencies, cost savings, market profile and financial strength, and the competitive ability and position of the combined company, and other statements identified by words such as “estimates, “expects,” “projects,” “plans,” and similar expressions are forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially, including required approvals by Burlington Resources shareholders and regulatory agencies, the possibility that the anticipated benefits from the acquisition cannot be fully realized, the possibility that costs or difficulties related to the integration of Burlington Resources operations into ConocoPhillips will be greater than expected, the impact of competition and other risk factors relating to our industry as detailed from time to time in each of ConocoPhillips’and Burlington Resources’ reports filed with the SEC. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Unless legally required, ConocoPhillips undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
ConocoPhillips will file a Form S-4, Burlington Resources will file a proxy statement and both companies will file other relevant documents concerning the proposed merger transaction with the Securities and Exchange Commission (SEC). INVESTORS ARE URGED TO READ THE FORM S-4 AND PROXY STATEMENT WHEN THEY BECOME AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. You will be able to obtain the documents free of charge at the website maintained by the SEC at www.sec.gov. In addition, you may obtain documents filed with the SEC by ConocoPhillips free of charge by contacting ConocoPhillips Shareholder Relations Department at (281) 293-6800, P.O. Box 2197, Houston, Texas, 77079-2197. You may obtain documents filed with the SEC by Burlington Resources free of charge by contacting Burlington Resources Investor Relations Department at (800) 262-3456, 717 Texas Avenue, Suite 2100, Houston, Texas 77002, e-mail: IR@br-inc.com. ConocoPhillips, Burlington Resources and their respective directors and executive officers, may be deemed to be participants in the solicitation of proxies from Burlington Resources’ stockholders in connection with the merger. Information about the directors and executive officers of ConocoPhillips and their ownership of ConocoPhillips stock will be set forth in the proxy statement for ConocoPhillips’ 2006 Annual Shareholders Meeting. Information about the directors and executive officers of Burlington Resources and their ownership of Burlington Resources stock is set forth in the proxy statement for Burlington Resources’ 2005 Annual Meeting of Stockholders. Investors may obtain additional information regarding the interests of such participants by reading the Form S-4 and proxy statement for the merger when they become available. Investors should read the Form S-4 and proxy statement carefully when they become available before making any voting or investment decisions.
Cautionary Note to U.S. Investors – The U.S. Securities and Exchange Commission permits oil and gas companies, in their filings with the SEC, to disclose only proved reserves that a company has demonstrated by actual production or conclusive formation tests to be economically and legally producible under existing economic and operating conditions. We use certain terms in this presentation such as “oil/gas resources,” “Syncrude,” and/or “Society of Petroleum Engineers (SPE) proved reserves” that the SEC’s guidelines strictly prohibit us from including in filings with the SEC. U.S. investors are urged to consider closely the oil and gas disclosures in our Form 10-K for the year ended December 31, 2004. This presentation includes certain non-GAAP financial measures, as indicated. Such non-GAAP measures are intended to supplement, not substitute for, comparable GAAP measures. Investors are urged to consider closely the GAAP reconciliation tables provided in the presentation Appendix.
3
COP at a Glance
3rd largest U.S. energy company
$104 billion in assets (1) $175 billion in revenue (2)
Operations in more than 40 countries
Headquartered in Houston, Texas
35,800 employees worldwide (1)
Diversified portfolio of legacy E&P assets
2nd largest U.S. refiner, 5th largest worldwide
Joint ventures in Chemicals and Midstream
“A” Credit Rating
1. As of the end of 3rd quarter, 2005
2. Annualized revenue based on YTD September 2005 actuals
4
An Integrated Major
2000
2001
2002
DEFS
ARCO Alaska
CPChem JV
Gulf Canada
TOSCO
2003
2004
2005
LUKOIL
5
Corporate Strategy
Build on international scale and integration
Grow E&P portfolio
Grow R&M position
Use Commercial expertise to create value
from integration and asset position
Move to AA credit rating
Manage cost and capital discipline
Utilize strengths in people, technology, and
financial resources
Creating Shareholder Value
6
Strategic Objectives
100%+
5-year reserve replacement
3% long-term growth
OECD at 60% - 65% of total 3
Production 2
65% in E&P
30% in R&M
5% in Midstream / Chemicals
Portfolio balance
15% - 20%
Debt ratio
Competitive with Peers
ROCE 1
Target
1 ROCE adjusted for purchase accounting.
2 Includes equity affiliates and Syncrude.
3 OECD % target includes LUKOIL.
7
Balanced Portfolio
2005
Capital Employed 2
R&M
29%
1 Emerging Businesses and Corporate ICO pro-rated over other segments. YTD Q3 actual
segment net
income from continuing operations annualized to YE 2005 values after
removing the $300MM impact of
the 1Q05 DEFS restructuring.
2 Capital employed is estimated YE 2005.
E&P
56%
Other
2%
Midstream &
Chemicals
LUKOIL
Income from
Continuing Operations 1
E&P
59%
R&M
32%
Midstream &
Chemicals
LUKOIL
4%
5%
5%
8%
8
Cash Use Comparison
YTD through Q3 2005
Note: CVX percentages include purchase of Unocal as capex.
9
E&P Strategy
Grow production and reserves
Build new legacy positions
Optimize legacy business
Stable OECD production
Manage cost and production
efficiency
Deliver competitive returns
10
Investing in Growth
West Sak
Ekofisk Growth
Surmont
Syncrude III
Alaska WNS Sat’s
Britannia Sat’s
Alvheim
Statfjord Late Life
Corocoro I
Bohai Phase II
Yuzhno Khylchuyu
Libya
Suban II
Bayu-Undan
Kerisi / Hiu
Hejre
Tommeliten Alpha
Eldfisk Upside
Alaska Sat’s
Kashagan I
Su Tu Vang
Gumusut
Ketapang
Libya
Brass LNG
Qatargas 3 LNG
Plataforma-Deltana
North Belut
Suban III
Syncrude IV & V
Surmont II & III
Clair II
Thornbury
Canada Oil Sands
Kashagan II
Kashagan Sat’s
Corocoro II & III
West Qurna
Malikai
Su Tu Trang
Kebabangan
Libya
Sunrise
Caldita
ANS Gas
Mackenzie Delta
Shtokman1
2005 - 2008
2008 - 2011
2011+
1 Negotiations are under way.
11
Stable Production Base
Alaska
Norway
L48
Canada
U.K.
Legacy OECD production remains flat
1 Includes equity affiliates and Syncrude.
12
New Legacy Growth Areas
Venezuela
China
Rest of World
1 Includes equity affiliates and excludes LUKOIL.
Vietnam
Australia
Indonesia
13
Venezuela
Legacy resource base, close to market
Corocoro I
Operator, WI 32.2%
Government approval in 2005
First oil 2007; 20 MBOED (net) in 2008
Petrozuata and Hamaca
Petrozuata WI 50.1%
Hamaca WI 40.0%
~110 MBOED (net) in 2006 and 2007
Plataforma
Deltana
Corocoro
Hamaca
Petrozuata
1 Includes equity affiliates.
Statements of production and project timing are estimates and should be regarded as forward-looking.
Plataforma Deltana
WI 40.0%; potential LNG project
Appraisal drilling in 2004 and 2005
14
Asia Pacific
Growing new legacy areas
Australia - Bayu-Undan
Operator, WI 56.7%
17-year LNG contract, first cargo 2006
47 MBOED (net) in 2005
Ramping up to ~90 MBOED (net) in 2007
Indonesia – Block B (Belanak)
Operator, WI 40.0%
Phases 1 & 2 online; Phase 3 (including
Kerisi & Hiu fields) first production in 2006
Ramping up to 45 MBOED (net) in 2008
China
Australia
Indonesia
Vietnam
Malaysia
China - Bohai Bay
Operator, WI 49.0%
Phase 2 government approval in 2005
Accelerate Phase 2 production into 2007
Ramping up to ~70 MBOED (net) in 2009
Statements of production and project timing are estimates
and should be regarded as forward-looking.
0
100
200
300
2004
2005E
2006E
Indonesia
Australia-TL
Vietnam
China
15
NT/P61
Asia Pacific Exploration Success
Timor
Sea gas
Caldita
Operator, WI 60.0%
Tested 33 MMCFD (gross)
Integration opportunities with
Darwin LNG
Water depth 450 feet
NT/P69
Awarded October 2005
Adjacent to Caldita discovery
Contains Lynedoch upside
JPDA
Integration opportunities with
Bayu-Undan and Darwin LNG
NT/P69
Abadi
16
Timan-Pechora
JV closed in 2005; WI 30%
50-50 governance
Significant resource (1.2 BBOE gross)
YK field startup in 2007
LUKOIL
Strategic partnership; BOD representation
Ownership increased to 16.1%
1.9 MMBOED (gross) production in 2005
Knowledge sharing via 30 secondees
Russia and Caspian
Growing in resource-rich
areas
2
1 As of December 31, 2005.
2 Excludes LUKOIL equity share.
3 Source: Miller and Lents (SPE reserves).
Statements of production and project timing are estimates and should be regarded as forward-looking.
Timan-Pechora
Kashagan
Kashagan
Gross resources 9-13 BBOE
WI increased to 9.3% in 2005
Peak of 1.2 MMBOED (gross)
Appraising satellite discoveries
3
1
0
100
200
300
400
2004
2005
2006
Russia Base
LUKOIL Equity
17
Qatar
Growing in resource-rich areas
Qatar
Qatargas 3 LNG Project
Final investment decision made in December 2005
Engineering, Procurement and Construction contract
awarded
Development and Fiscal Agreement, Sales and
Purchase Agreement and financing agreements
signed
WI 30%
Integrated 25-year project
Gas production facilities (1.4 BCFGD from North Field)
7.8 million gross tpa LNG train
Onshore and offshore assets developed jointly with
QG4, a JV between Shell and QP
First LNG cargos in 2009 (primarily to U.S. market)
Statements of production and project timing are estimates and should be regarded as forward-looking.
18
Libya
Growing in resource-rich areas
Libya
Waha (Oasis) Concession
Agreed re-entry terms December 2005
Working Interests:
COP 16.3%
Marathon 16.3%
Amerada Hess 8.2%
LNOC 59.2%
25-year extension
Encompasses ~13 million acres in Sirte Basin
Significant undeveloped resources
~45 MBOED (net) in 2006
Potential follow-on opportunities
Statements of production and project timing are estimates and should be regarded as forward-looking.
19
BR Strengthens N.A. Gas Position
COP
COP and BR
BR
20
With BR - Major U.S. Gas Supplier
Delivering
gas to the U.S. from various supply sources
#1 in N. A. gas production
50% owner in DEFS
A leading gas marketer
Developing multiple LNG projects and
re-gasification capabilities
Major existing positions in both Alaskan
North Slope gas and MackenzieDelta
21
Enhanced Business Mix
COP
Pro Forma w/ BR
Non-OECD
41%
OECD
59%
Non-OECD
34%
OECD
66%
OECD Mix
Based on Reserves
Note: Capital Employed is estimated YE 2005, with LUK (at 16.1% equity) allocated 70% E&P, 30% R&M.
Reserves are YE 2004 (adjusted for additional 6.1% equity in LUK purchased through YE 2005).
Gas
33%
Oil
67%
Oil
60%
Gas
40%
Oil / Gas Mix
Based on Reserves
Capital Employed
By Business Segment
Midstream &
Chemicals
R&M
31%
E&P
61%
Other
3%
5%
E&P
74%
R&M
21%
Midstream &
Chemicals
3%
Other
2%
22
Reserves are YE 2004 actual, excludes Syncrude for COP.
CVX pro forma for UCL.
COP includes the additional 6.1% LUK equity purchased through YE 2005, in both reserves and production.
Production is 2004 average except for COP and BR (both 2005 (E)).
Pro Forma Operating Impact
23
R&M Strategy
Driving top quartile ROCE
Grow worldwide refining
Grow U.S. capacity and conversion
capability
Grow Europe and Asia position
Enhance E&P integration
Value chain optimization
Low-cost, efficient, integrated
marketing and transportation
Operational excellence
24
U.S. Refining Size and Scope
PADD I
423 MBD
25% Share
PADD II
493 MBD
14% Share
PADD III
879 MBD
11% Share
PADD IV
58 MBD
10% Share
PADD V
355 MBD
11% Share
Total U.S.
12 refineries
2,182 MBD
13% Share
US Refining Capacity by PADD as published by the EIA/DOE for Oct. 2005
25
U.S. Refining Expansion & Upgrade
Growth investment at 9 of 12 domestic refineries
Bayway
Lake
Charles
Sweeny
Wood
River
Ponca City
Borger
Billings
LAR
Rodeo
Ferndale
Trainer
Alliance
Investment Drivers:
Advantaged crude growth
Growing clean products
Enhancing E&P integration
Increasing capacity
$4 – $5 B Investment Program
(2006 – 2011)
26
International Refining & Marketing
COP markets in 17 countries and has interest in 6 refineries
UK/Ireland
292 MBD refining capacity
582 retail sites
Nordic
296 retail sites
Thailand/Malaysia
56 MBD refining capacity
186 retail sites
Mainland Europe
80 MBD refining capacity
1,381 retail sites
N.B. European refining capacity does not include anticipated 275MBPD addition of Wilhelmshaven Refinery
Source for number of retail sites- 2005 COP Fact Book
27
Wilhelmshaven Acquisition
275,000 BD German refinery
Expected close first half of 2006
Strengthens European portfolio
Significant synergies with Humber and Bayway
refineries
Strengthens Russian export crude connection and
COP participation in Atlantic arbitrage position
Opportunities with integration into German markets
Potential site for LNG Regas Terminal
Unique investment opportunity to develop a top
quartile refinery in the European portfolio
28
Commercial
Scope
2.5 B BBL/yr crude oil and refined products
4.2 TCF/yr gas marketing business
Global trading operation
Objectives
Optimize value chain to maximize earnings
Trade around asset base & market
knowledge for additional value
Financial contribution
Improves total company ROCE
Included in E&P / R&M realizations
29
Chevron Phillips Chemicals JV
CVX – 50%, COP – 50%
Improving ROCE
Margin improvement
Solid operations
Cost efficiencies
Overseas Growth
World-scale facilities
Advantaged feedstocks
Access to growing markets
30
Duke Energy Field Services JV
DUK – 50%, COP – 50%
Large NGL producer
363 MBPD in 2004
Focus on North America
Improving ROCE
Lower cost structure
Rationalize portfolio
Selective growth
31
Technology
Enable E&P / R&M initiatives
Heavy oil, Arctic, LNG
Clean fuels / hydroprocessing,
coking, alkylation
Capacity expansion and flexibility
Project management / execution
Emerging energy opportunities
Disciplined, phased approach
Extending core competencies
Renewable fuels
E-GasTM Gasification Technology
32
Financial Strategy
Fund Growth Program
Move to AA credit rating
Modest debt reduction
Equity improvement
Target debt/capital of 15-20%
Annual dividend increases
Share repurchases
33
Core values
Safety
People
Integrity
Responsibility
Innovation
Teamwork
Spirit of Performance
Use our Pioneering Spirit to responsibly
deliver energy to the world
34
Our Foundation for
Integrity
Ethical and respected employees
Proactive management and board
oversight
Culture of openness and transparency
at all levels
Clarity of reported results
No self-dealing or exotic financing
Strong internal/external auditors
Consistent internal control policies,
procedures and practices
35
Total Shareholder Return
Peer group average = 20.8%
COP STOCK PRICE
December 31, 2002 $24.20
December 31, 2005 $58.18
Three-Year Annual Average
36
Rising to the Challenge
Deliver strong operating and financial performance
Continued focus on Operating Excellence
Manage cost inflation and project execution
Well-defined, sustainable growth plan
Portfolio of strong E&P / R&M growth projects
Increased production and refining capacity / capability
Financial strategy to complement value creation
Setting
Objectives
2003
Delivering
Performance
2004
Raising
Expectations
2005
Continuous improvement Shareholder value creation
Investing for
Growth
2006+
37
Town Hall Meeting
with
Jim Mulva
Chairman & CEO
ConocoPhillips
January 11, 2006
38
John Lowe
Executive Vice President
Planning, Strategy & Corporate Affairs
January 11, 2006
39
Global Reward Principles
Attract, retain, motivate, and reward a highly-qualified, diverse,
global workforce
Allow employees to share in business success
Provide compensation at, above, or below industry norms
depending on relative business and individual performance
Link rewards system to performance management process
Reinforce alignment of goals, effort, and results
among global
workforce
Tie rewards to leadership principles, purpose and values
Benchmark against integrated petroleum companies and other
large industrial companies as appropriate
Include monetary and non-monetary forms of recognition
40
Compensation
Two major components
Base Salary
Opportunity for Annual Salary Adjustments
Variable Cash Incentive (VCIP)
50% Corporate
50% Business Unit
Compensation targeted at median of peers
Payouts can be higher or lower depending on performance
41
VCIP Structure
Peer Group – Shareholder Return & ROCE
ExxonMobil, Shell, BP, Chevron & Total
Corporate
ROCE
TSR
HSE
Business
Major Award
Units
2 Metrics
HSE
Target
Award
as % of
Salary
50%
Weight
50%
Weight
Mgmt
Committee
Assessment
Potential
Award
0 - 200%
Final
Award
% Salary
X
Salary
Individual
Performance
Adjustment
Potential
Award
+/- 50%
Final
Award
Salary
External Benchmarks
Internal Equity
42
VCIP Historical Payout
% of VCIP Target
* - Conoco / Phillips merger year, same payout for all employees
90%
152%
170%
Target
1st
1st
TSR NA
1st
1st
ROCE N/A
43
Benefit Plans
COP offers a very competitive “Benefits package”
with several components:
Retirement Plan
Savings Plan
Insurance Benefits
Other Benefits
44
Benefit Plans
Competitive “value” comparison:
COP benefits valued at 100% - very competitive with
peers
On a relative basis, BR’s benefit program would be rated 92%
Major differences
COP very high savings matching
COP higher Cash Balance credits
COP Company contributions to retiree medical
Notes: Comparison based on COP’s and BR’s 2004 submissions to an outside consultants’
survey/actuarial model
Values set based on company contributions to benefits
45
Retirement Plan
For BR employees continuing with COP:
The BR FAE (Final Average Earnings) Plan
formula will be continued for BR employees now
participating
BR service recognized for eligibility, vesting & benefits
The BR Cash Balance formula will be continued
for BR employees now participating, at least until
a transition date
BR service recognized for eligibility, vesting & benefits
46
Savings Plan
BR employees continuing with COP will be
eligible to participate in Savings Plan
Immediately 100% vested
Total targeted company match is 9.25%,
with only a 2.25% employee deposit required
Company savings match and employee savings
contributions may be invested in 30 diverse
investment funds
Withdrawals, exchanges and loans available
47
Medical Coverage
COP offers a choice of several medical options:
Primary Preferred Provider Organization (PPO)
Must use in-network providers for in-network reimbursement
High Deductible Health Plan PPO (HDHP)
Network discounts available; higher deductibles and out-of-pockets, can
establish a Health Savings Account (HSA)
Traditional Coverage
Comprehensive, no network restrictions
Exclusive Provider Organization (EPO)
Similar to an HMO, must use Primary Care Provider (PCP) for all services
and obtain referral to see a specialist, no out of network benefits
Not available in all locations; availability based on home zip code
HMOs
Not available in all locations – based on home zip code
48
Subsidized Retiree Medical
Retiree Medical and Life coverages
Available at 50 years of age with 10 years service and 65 age
plus service points
Eligible BR employees’ BR service will be recognized
COP shares the cost of retiree medical with COP retirees
Retirees may purchase retiree life at active employee group rates
until age 65
49
Other Insurance Benefits
Basic Term Life Insurance (1x annual pay provided
by company at no cost to the employee)
Supplemental Term Life Insurance (up to 5x pay)
Dependent Term Life insurance (two options)
Occupational Accidental Death Insurance ($500,000
provided by company at no cost to the employee)
Personal Accidental Death Insurance for employee
and spouse
Long-Term Disability Insurance
Long-Term Care Insurance
Flexible Spending Accounts (Health & Dependent
Care)
50
Bridging Other Benefits
BR service will be recognized for these benefits.
Short-Term Disability Pay (up to 52 weeks at 100% or 60% of
pay depending on service)
Vacation Pay (2 to 6 weeks, depending on service)
Paid Holidays (primarily 10 - depends on work schedule and
local work practices)
Illness or Death in Immediate Family Time Off
Leave of Absence (disability, military, education, personal)
Tuition Refund (90%, excluding textbooks)
Flexible Work Schedule in some locations
51
Disclaimer
This is a high-level overview of ConocoPhillips compensation and
benefit plans, programs and policies, intended to serve as an
orientation for Burlington Resources employees. If there are
any
discrepancies between this presentation and the official plan,
program or policy documents, the terms of the official plan,
program or policy documents will govern actual compensation and
benefits. ConocoPhillips reserves the right to amend,
modify or
terminate any of the plans, programs or policies at any time with or
without notice. Participation in the savings plan is offered only
through the Summary Plan Description /prospectuses for the plan.
52
Integration Structure
Resource Needs:
Communications
Coordination
Legal
Deal Closure
linked to
Integration,
but managed
separately
Executive Sponsors:
Jim Mulva & Bobby Shackouls
Integration Management Office
Team Leads: Lowe & Limbacher
37 Sub teams
Key Interfaces with
Executive Management
Deal Closure:
FTC
S-4 Filing
Shareholder Approval
Integration
teams
53
Town Hall Meeting
with
Jim Mulva
Chairman & CEO
ConocoPhillips
January 11, 2006
54