ConocoPhillips Signs Agreement to Sell Circle K; Proceeds from Expected Fourth Quarter Close Will Be Used to Reduce Debt.

Energy Editors/Business Editors

HOUSTON--(BUSINESS WIRE)--Oct. 6, 2003

ConocoPhillips (NYSE:COP) today said it has signed an agreement with Alimentation Couche-Tard Inc. (TSX: ATD.A, ATD.B) for the sale of the capital stock of the Circle K Corporation, which comprises 1,663 retail marketing outlets in 16 states and the Circle K brand, as well as the assignment of the franchise relationship with more than 350 franchised and licensed stores. The transaction is subject to certain government and regulatory reviews typically required of a transaction of this type. Closing is expected in the fourth quarter.

"This agreement is a significant step toward the planned rationalization of our downstream portfolio," said Jim Nokes, ConocoPhillips' executive vice president of refining, marketing, supply and transportation. "Completion of this sale will mark the beginning of a stronger focus on our wholesale channels of trade. The sale of this business and various retail marketing asset packages will enable us to reallocate capital to projects that provide higher returns."

The transaction is not expected to result in any adjustment to the previously recorded impairment provisions related to the company's rationalization plan for its retail marketing assets. Operating results related to the Circle K business will continue to be reflected as discontinued operations until closing.

ConocoPhillips announced late last year that it would sell a substantial portion of its retail marketing assets and exit certain geographic regions. The company's international marketing assets are not included in this effort. To date, the company has completed the sale of its New York and New England marketing assets. Additional asset dispositions are continuing.

Once the planned dispositions are complete, ConocoPhillips primarily will focus on operating its wholesale business, but will retain and operate approximately 300-350 retail outlets that complement its refining and transportation network. These outlets will be located primarily in the Central and West Coast regions of the United States, and will utilize the company's three core brands: Conoco, Phillips 66 and 76.

As part of the agreement, ConocoPhillips will continue to supply 1.2 billion gallons of gasoline per year for the next two to five years at market related pricing.

As a result of this transaction, ConocoPhillips expects its number of employees to fall from approximately 55,800 to around 38,400 worldwide. It is expected that Alimentation Couche-Tard will rehire the majority of displaced ConocoPhillips employees associated with this transaction.

Credit Suisse First Boston acted as exclusive financial advisor to ConocoPhillips in connection with the transaction.

Alimentation Couche-Tard Inc. is the leader in the Canadian convenience store industry and the seventh-largest convenience retailer in North America. The company operates a network of 2,575 convenience stores, 1,010 of which include gasoline dispensing and 165 of which have restaurants. These stores are located in three large geographic markets in Eastern, Central and Western Canada and in six Midwestern states in the United States. Couche-Tard employs about 20,100 people at its head office and throughout its network of stores.

ConocoPhillips is an integrated petroleum company with interests around the world. Headquartered in Houston, the company had approximately 55,800 employees, $81 billion of assets, and $105 billion of annualized revenues as of June 30, 2003. For more information, go to www.conocophillips.com.

CAUTIONARY STATEMENT FOR THE PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This press release contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations and beliefs and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. The forward-looking statements contained in this press release include statements about the operations of ConocoPhillips. These statements are not guarantees of future performance, involve certain risks, uncertainties, and assumptions that are difficult to predict, and are based upon assumptions as to future events that may not prove accurate. Therefore, actual outcomes and results may differ materially from what is expressed herein. In any forward-looking statement in which ConocoPhillips expresses an expectation or belief as to future results, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statement or expectation or belief will result or be achieved or accomplished. ConocoPhillips is under no obligation to (and expressly disclaims any such obligation to) update or alter its forward-looking statements whether as a result of new information, future events or otherwise. For more information, visit the company's Web site at www.conocophillips.com.