ConocoPhillips and Duke Energy to Restructure Ownership of DEFS

ConocoPhillips and Duke Energy to Restructure Ownership of DEFS
Houston, TX, February 24, 2005 --( ConocoPhillips [NYSE:COP] today announced that it has agreed with Duke Energy to restructure the companies’ ownership of Duke Energy Field Services, LLC (DEFS). The restructuring is expected to close in the second quarter of 2005, subject to necessary regulatory approvals.

ConocoPhillips is expected to increase its current 30.3 percent ownership in DEFS to 50 percent through a series of transactions, including the transfer of ConocoPhillips’ Empress natural gas plant and related marketing business in Canada to Duke Energy Gas Transmission (DEGT), as well as the contribution of certain other ConocoPhillips U.S. midstream gas assets to DEFS. In addition, ConocoPhillips and Duke Energy have approved the sale of DEFS’ general partnership in TEPPCO Partners L.P. to EPCO Inc.’s subsidiary, Enterprise GP Holdings L.P., for $1.1 billion and the transfer by DEFS of its Canadian assets to DEGT.

ConocoPhillips’ share of the proceeds from these transactions will be applied to fund the increase in the company’s ownership in DEFS. Duke Energy expects to receive, directly and indirectly through its ownership interest in DEFS, a combination of assets and cash valued at $1.1 billion.

"We are pleased to restructure and increase our strategic interest in DEFS to 50 percent, primarily through a transfer of assets. This essentially completes the consolidation of our North America midstream business into DEFS, and focuses DEFS' efforts in the Lower 48 where it already has a very strong competitive position," said Jim Mulva, chairman and chief executive officer. "We, along with Duke Energy, are committed to making DEFS the industry’s top performing U.S. midstream gas company."

DEFS is one of the largest natural gas and gas liquids gathering, processing and marketing companies in the United States.

ConocoPhillips is an integrated oil company with interests around the world. For more information, go to

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