<Page>

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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------

                                    FORM 10-K

              /X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001

                                       OR

            / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                FOR THE TRANSITION PERIOD FROM _______ TO _______

                        COMMISSION FILE NO. 333-59054-01

                      CHEVRON PHILLIPS CHEMICAL COMPANY LLC
             (Exact name of Registrant as specified in its charter)

                        DELAWARE                         73-1590261
             (State or other jurisdiction of          (I.R.S. Employer
             incorporation or organization)         Identification Number)

                                  CHEVRON TOWER
                              1301 MCKINNEY STREET
                             HOUSTON, TX 77010-3030
          (Address of principal executive offices, including zip code)

                                 (713) 289-4100
              (Registrant's telephone number, including area code)

           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

                                      NONE

           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                                      NONE

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                                 YES /X/    NO

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. X

                      DOCUMENTS INCORPORATED BY REFERENCE:

     List hereunder the following documents if incorporated by reference and the
Part of the Form 10-K into which the document is incorporated:

                                      NONE

================================================================================

<Page>

                                TABLE OF CONTENTS

<Table>
<Caption>
                                     PART I

<S>              <C>                                                                             <C>
      Items 1
       and 2.    Business and Properties........................................................  2

      Item 3.    Legal Proceedings.............................................................. 15

      Item 4.    Submission of Matters to a Vote of Security Holders............................ 16

                                     PART II

      Item 5.    Market For Registrant's Common Equity and Related Stockholder Matters.......... 16

      Item 6.    Selected Financial Data........................................................ 17

      Item 7.    Management's Discussion and Analysis of Financial Condition and
                   Results of Operations........................................................ 18

      Item 7A.   Quantitative and Qualitative Disclosures About Market Risk..................... 29

      Item 8.    Financial Statements and Supplementary Data.................................... 30

      Item 9.    Change in and Disagreements with Accountants on Accounting and
                   Financial Disclosure......................................................... 84

                                    PART III

      Item 10.   Directors and Executive Officers of the Registrant............................. 84

      Item 11.   Executive Compensation......................................................... 86

      Item 12.   Security Ownership of Certain Beneficial Owners and Management................. 90

      Item 13.   Certain Relationships and Related Transactions................................. 91

                                     PART IV

      Item 14.   Exhibits, Financial Statement Schedules and Reports on Form 8-K................ 92
</Table>

           CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION

This annual report contains "forward-looking statements" within the meaning of
the federal securities laws. Such statements can generally be identified with
words and phrases such as "believes," "expects," "anticipates," "should,"
"estimates," "foresees" or other words and phrases of similar import. Where
Chevron Phillips Chemical Company LLC (CPChem) expresses an expectation or
belief as to future results, there can be no assurance that the expectation or
belief will result, be achieved or be accomplished. Where any such
forward-looking statement includes a statement of the assumptions or bases
underlying such forward-looking statement, CPChem believes such assumptions or
bases to be reasonable and to be made in good faith. Assumed facts or bases
almost always vary from actual results, and the differences between assumed
facts or bases and actual results can be material, depending on the
circumstances. The more significant factors that, if erroneous, could cause
actual results to differ materially from those expressed include, among others:
the timing and duration of periods of expansion and contraction within the
chemicals industry, plans for the construction, modernization or
de-bottlenecking of domestic and foreign chemical plants, prices of feedstocks
and products, force majeure events, accidents, labor relations, political risks,
changes in foreign and domestic laws, rules and regulations and the
interpretation and enforcement thereof, regulatory decisions relating to taxes,
the environment and human resources, the U.S. and global economies, results of
financing efforts and overall financial market conditions. All forward-looking
statements in this annual report are qualified in their entirety by the
cautionary statements herein. Unless legally required, CPChem does not undertake
to update, revise or correct any of the forward-looking information.

<Page>

                                     PART I

ITEMS 1 AND 2. BUSINESS AND PROPERTIES

Chevron Phillips Chemical Company LLC (CPChem), a limited liability company
formed under Delaware law, manufactures and markets a wide range of
petrochemicals and plastics on a worldwide basis through its subsidiaries, with
manufacturing facilities in existence or under construction in the United
States, Puerto Rico, Singapore, China, South Korea, Saudi Arabia, Qatar, Mexico
and Belgium.

On July 1, 2000, Chevron Corporation, now ChevronTexaco Corporation
(ChevronTexaco), and Phillips Petroleum Company (Phillips) combined their
worldwide chemicals and plastics businesses, excluding ChevronTexaco's Oronite
additives business, to form CPChem. ChevronTexaco and Phillips (collectively,
the parents) each own 50% of CPChem.

The company is governed by a Board of Directors currently comprised of six
representatives under the terms of a limited liability company agreement.
ChevronTexaco and Phillips each have two voting representatives, and the chief
executive officer and the chief financial officer of CPChem are non-voting
representatives. Certain major decisions and actions require the unanimous
approval of the voting representatives.

CPChem's business in 2001 was structured upon three primary operating segments:
Olefins and Polyolefins, Aromatics, and Specialty Chemicals and Plastics. For a
list of the principal products of these segments, see the table on pages 11 and
12 of this section. See also "Part II - Item 8. Financial Statements and
Supplementary Data - Note 15" for financial data by segment and geographic
location.

OLEFINS AND POLYOLEFINS

CPChem's Olefins and Polyolefins segment gathers, buys, sells and fractionates
natural gas liquids, and manufactures and markets olefins products such as
ethylene and propylene. This segment also manufactures and markets polyolefin
products such as polyethylene, polypropylene and polyethylene pipe and pipe
fittings. CPChem's five olefin and polyethylene production facilities are
located in Texas. CPChem has 10 domestic pipe facilities and two pipe fittings
facilities in the U.S., and one pipe facility in Mexico. CPChem also owns equity
interests in a polypropylene facility at the Houston Chemical Complex in
Pasadena, Texas, polyethylene facilities in Singapore and China, and a
polyethylene pipe facility in Mexico. A major ethylene, polyethylene and
hexene-1 facility, in which CPChem has a 49% equity interest, is under
construction in Qatar, and a high-density polyethylene plant of which CPChem
will have a 50% interest, is under construction at CPChem's Cedar Bayou facility
in Baytown, Texas.

                                        2
<Page>

<Table>
<Caption>
                         Approximate
   Product                 Capacity                                    Primary Uses
   -------               -----------                                   ------------
                    (MILLION LBS. PER YEAR)
   <S>                      <C>                   <C>
   Ethylene                 7,600                 Basic building block for plastics and
                                                  elastomers, and also a raw material for
                                                  chemicals used to make paints, detergents and
                                                  antifreeze.

   Polyethylene             5,182(1,2)            Thermoplastic polymer used in various applications:

                                                     high-density polyethylene (HDPE), which is a resin used for detergent bottles,
                                                     pails, plastic pipe and conduit, shopping bags, geomembrane and film
                                                     applications;

                                                     linear low-density polyethylene (LLDPE), which is a resin used for
                                                     plastic film and containers;

                                                     low-density polyethylene (LDPE), which is a resin used for plastic
                                                     films, paper coating, surgical gloves and containers; and

                                                     polyethylene pipe, which is used in a wide variety of industries such as
                                                     electrical, energy, gas distribution, geothermal, mining, municipal projects
                                                     and telecommunications.

   Propylene                2,880                 Basic building block for various plastics and fibers, and used as a raw
                                                  material for chemicals used to make paints, detergents and resins.

   Polypropylene              486(1)              Thermoplastic polymer used in fibers, films, automobiles and housewares.
</Table>

----------
(1) Represents or includes CPChem's share of affiliates' capacity.
(2) Reflects shutdown of two polyethylene units at the Orange, Texas facility in
    February 2002.

COMPETITION. Olefins and polyolefins are delivered into the worldwide commodity
markets. Competitive factors include price, product quality and performance,
product deliverability and customer service. CPChem generally ranks within the
top five ethylene and polyethylene producers worldwide based on published rated
capacities. Other major producers include Dow Chemical Company (Dow), Equistar
Chemicals LP (Equistar), ExxonMobil Chemical Company (ExxonMobil), BP and Shell
Chemical Company (Shell).

ETHYLENE

By volume, ethylene is the most widely-consumed petrochemical product in the
world, according to Chemical Markets Associates, Inc. Ethylene is produced at
CPChem's Sweeny facility in Old Ocean, Texas, at its Cedar Bayou facility in
Baytown, Texas and at its Port Arthur, Texas facility. These facilities have
been modernized recently by improving processes that may have been limiting
production, by upgrading control systems and by making other process
improvements.

Polyethylene accounts for more than half of global ethylene consumption, making
growth in the applications for and the consumption of polymer derivatives a key
driver for the ethylene market as a whole. Polyethylene end-uses include various
nondurable applications such as soap packaging, food packaging and other
consumer packaging that are not as affected as other products during general
economic slowdowns.

                                        3
<Page>

SUPPLY/FEEDSTOCK SOURCES. Ethylene can be produced from ethane, propane, butane,
natural gasoline or certain refinery liquids such as naphtha. The two most
common feedstocks are ethane, because of its high ethylene yield, and naphtha,
because of its availability and transportability. CPChem's ethylene production
is primarily ethane-based, but also includes a feedstock slate of propane,
butane and naphtha. CPChem's ethylene plants have varying degrees of flexibility
in the feedstocks they use due to their configuration, which enables the plants
to utilize different feedstock slates depending on feedstock costs. The price of
ethane tends to correlate with the price of natural gas, while the prices of the
other ethylene feedstock slates tend to correlate with the price of crude oil.

CPChem has long-term, market-based purchase contracts with Duke Energy Field
Services, LLC (an affiliate of Phillips) and Dynegy Inc. (an affiliate of
ChevronTexaco) which cover over 80% of anticipated ethylene feedstock needs. The
agreement with Duke Energy extends through December 31, 2014 and the agreement
with Dynegy extends through August 31, 2006. Contracts with numerous other
suppliers provide the remainder of feedstock needs. These contracts can be
long-term, monthly, or daily contracts made on a spot basis.

MARKETING. CPChem uses approximately 75% of its ethylene in the production of
CPChem's derivative products (polyethylene, normal alpha olefins and styrene).
The remainder of ethylene production is sold on the merchant market, largely in
the form of long-term contracts. CPChem owns an extensive ethylene pipeline
system that provides access to a large number of the ethylene consumers in the
Texas Gulf Coast region. CPChem owns the only ethylene import and export
facility on the Gulf Coast and has the right to transport half of the product
imported or exported through the facility. CPChem's ethylene storage capacity,
in caverns, is approximately one billion pounds and is split between its Texas
storage facilities in Clemens and Mont Belvieu.

POLYETHYLENE

Domestically, polyethylene is produced at the Cedar Bayou facility, the Houston
Chemical Complex and CPChem's Orange, Texas facility. Internationally, CPChem
produces polyethylene through its joint venture facilities in Singapore and
Shanghai, China. CPChem's share of the combined capacity of its domestic and
international facilities is 5.2 billion pounds per year.

SUPPLY/FEEDSTOCK SOURCES. The primary raw material for polyethylene production
is ethylene, which typically represents 60% to 70% of polyethylene manufacturing
costs. CPChem produces ethylene in excess of its polyethylene production
requirements. Hexene and butene, also necessary for the production of
polyethylene, are produced at the Cedar Bayou facility.

MARKETING. Currently, approximately 90% of CPChem's polyethylene net capacity is
located in the United States, along the Texas Gulf Coast. CPChem markets almost
all its production from this area in the United States, with the remainder
exported to Mexico and Central and South America. Production from CPChem's
plants in Singapore and China is marketed almost exclusively in the Far East.

Polyethylene is sold to over 400 customers, the single largest consumer being
CPChem's Performance Pipe Division. This division consumes over 500 million
pounds of HDPE per year and manufactures plastic pipe and fittings in 14 plants
throughout the United States and Mexico. Performance Pipe is the largest
polyethylene pipe manufacturer in North America.

In addition, a significant part of HDPE is sold into the blow-molded container
market. CPChem's customers are suppliers of bottles to large consumer product
manufacturers, dairies and bottled water suppliers. CPChem also supplies HDPE
for rigid product applications such as pails, paint cans, margarine tubs and
stadium cups. Durable applications include pipe, sheet for landfill liners and
automotive fuel tanks.

                                        4
<Page>

LDPE and LLDPE products are sold mainly to flexible packaging suppliers, who
produce coated cardboard juice cartons, food packaging, plastic wrap, plastic
bags and other products. Some customers also produce pallet stretch wrap and
container liners.

PROPYLENE

Propylene is a basic building block for various chemicals, plastics and fibers.
CPChem produces propylene in its Cedar Bayou, Port Arthur and Sweeny facilities.

SUPPLY/FEEDSTOCK SOURCES. Approximately one-half of CPChem's propylene is
produced as a co-product of ethylene production, the amount of which varies with
the type of ethylene feedstock used. The remainder of CPChem's propylene
production comes from the processing of refinery-grade propylene, which is
converted into polymer-grade product. CPChem purchases approximately 25% of
refinery-grade propylene from its parents and the remainder from a variety of
suppliers under long-term and short-term contracts.

MARKETING. Polymer-grade propylene is sold to major chemical manufacturers, with
the majority to polypropylene producers. Approximately 25% of CPChem's propylene
is sold to Phillips Sumika Polypropylene Company (Phillips Sumika), a CPChem
joint venture. Propylene is also sold to external customers under long-term
contracts and to international contract and spot customers through a third-party
export facility at Deer Park, Texas. CPChem has an extensive propylene pipeline
delivery system, which allows it to deliver to a majority of the Texas
polymer-grade propylene consumers.

AROMATICS

This segment manufactures and markets aromatics products such as benzene,
styrene, paraxylene, cyclohexane and cumene. Major production facilities are
located in Mississippi, Louisiana, Texas and Puerto Rico. CPChem also owns an
equity interest in an aromatics facility in Al Jubail, Saudi Arabia.

<Table>
<Caption>
                    Approximate
  Product            Capacity                                     Primary Uses
  -------           -----------                                   ------------
              (MILLION LBS. PER YEAR)
  <S>                    <C>                  <C>
  Benzene                2,600(1)             An aromatic primary building block chemical used in the production of
                                              ethylbenzene, cumene, cyclohexane and other chemicals.

  Styrene                1,700                Aromatic monomer used to produce a wide variety of polymers with very
                                              diverse end-uses that include packaging, automotive applications,
                                              electronic parts, rubber products, paper, housewares, construction
                                              materials, carpeting and toys.

  Paraxylene             1,640                Used almost exclusively to make terephthalic acid or dimethyl
                                              terephthalate intermediates in the production of polyester and packaging
                                              resins such as polyethylene terephthalate (PET).

  Cyclohexane              580(1)             Predominantly used in intermediates for the manufacture of nylon.

  Cumene                 1,100                An intermediate used to produce phenol and acetone.
</Table>

----------
(1) Includes CPChem's share of affiliate's capacity.

COMPETITION. Aromatics' products are sold into the worldwide commodity markets.
Competitive factors include price, product quality and performance, product
deliverability and customer service. CPChem generally ranks within the top 10
producers and competes with other large producers including Dow, Equistar,
ExxonMobil, BP and Shell.

                                        5
<Page>

BENZENE

Benzene has historically been produced as a by-product of the motor fuel and
ethylene production processes. About 10% - 15% of the world's requirements are
produced "on purpose" in plants using a process known as the hydro-dealkylation
(HDA) process. The HDA process is one of the highest cost processes currently
used in this area of the industry. To an extent, producers using the HDA process
control the price of benzene since they are able to produce until prices drop to
levels that will not allow them to recover costs. At that point, they tend to
shut down their capacity until prices recover to levels that make their
operations economical. However, CPChem has developed and uses its proprietary
Aromax -Registered Trademark- technology for benzene production, which results
in lower production costs.

SUPPLY/FEEDSTOCK SOURCES. The two main feedstocks for benzene production are
pyrolysis gasoline and reformate, both of which are intermediate products of
petroleum refining and petrochemical plants. These two feedstocks account for
over three-fourths of benzene production worldwide. CPChem purchases its benzene
feedstocks from refineries owned by its parents, located in proximity to
CPChem's benzene plants, and from various other sources. In Saudi Arabia,
CPChem's affiliate has a 30-year feedstock agreement with a producer that owns a
refining complex located within six miles of the plant.

MARKETING. CPChem is a net consumer of benzene in the Gulf Coast region, which
is the heavy production area of North America. This allows CPChem to operate its
benzene plants at full capacity, preserving a low-cost position, even during
times of slack demand for derivatives. At CPChem's joint venture plant in Saudi
Arabia, approximately one-half of the benzene produced is consumed by the joint
venture's cyclohexane plant located within the same facility. The balance of
benzene is sold on a term contract basis to a local Saudi Arabian styrene
producer. CPChem has a marketing agreement with Pertamina, the Indonesian state
oil company, under which CPChem markets benzene produced by Pertamina in
Cilacap, Indonesia. This product is sold predominantly through one-year
contracts with consumers in Asia.

STYRENE

Styrene is produced at CPChem's St. James, Louisiana facility, which has a
capacity of approximately 1.7 billion pounds per year. The plant was temporarily
idled in February 2001 due to a fire in a distillation unit that occurred during
a maintenance turnaround. Production capacity was fully restored in October
2001. CPChem has begun a modernization of the St. James plant that should
increase annual plant capacity by approximately 22% when completed in the second
half of 2002.

SUPPLY/FEEDSTOCK SOURCES. Styrene is made from benzene and ethylene. Almost all
of the benzene used at CPChem's styrene plant is produced internally at CPChem's
Pascagoula, Mississippi plant, with the remainder acquired through contract
purchases. Ethylene is supplied to the St. James plant by a proprietary pipeline
connected to the Louisiana grid system. CPChem maintains flexibility in ethylene
supply through contract purchases, shipments from CPChem's Texas facilities and
spot purchases.

MARKETING. CPChem currently consumes about 600 million pounds of styrene
annually at its polystyrene plant in Marietta, Ohio and a small amount in its
production of K-Resin -Registered Trademark- styrene-butadiene copolymers (SBC).
The balance of production is sold in the merchant market. Although CPChem
generally markets styrene in all regions of the world, it currently sells most
of the St. James plant styrene production in the United States. Recently, U.S.
producers have not been as competitive with world markets due to high natural
gas prices in the U.S. In addition, the global economic slowdown has dampened
styrene demand both domestically and abroad. CPChem sells almost all of its
styrene production through term contracts. Distribution of product is primarily
handled by railcars, barges and ocean vessels.

                                        6
<Page>

PARAXYLENE

CPChem has a combined capacity of approximately 1.6 billion pounds of paraxylene
production per year at its Guayama, Puerto Rico and Pascagoula plants.
Production at the Puerto Rico plant was suspended in 2001 for economic reasons
and plant modifications.

SUPPLY/FEEDSTOCK SOURCES. Mixed xylenes are the feedstock for the production of
paraxylene. Mixed xylenes are the end product of either reforming operations
that are part of the motor fuels production process in refineries, or the end
product of the conversion of toluene, another intermediate refining product,
into benzene and xylenes. Mixed xylenes are also available on the merchant
market as both gasoline blending stocks and paraxylene plant feedstocks that
CPChem uses during periods of high market demand. CPChem purchases mixed xylenes
from ChevronTexaco and other suppliers. During periods of high paraxylene
demand, mixed xylenes are also purchased on the spot market.

MARKETING. A few very large global consumers buy most of the paraxylene
available in the market. They purchase mainly on a term contract basis with
pricing tied to a quarterly-negotiated, industry-wide contract price. With the
purchasing concentrated in a few large consumers, these large consumers are able
to exert pressure on the quarterly-negotiated contract price, which means that
low margins result during times of oversupply. There is also an active spot
market for paraxylene, which allows large consumers a degree of flexibility with
respect to pricing options and the periodic need to cut back production for
inventory control. CPChem sells approximately three-fourths of its production
under long-term contracts, with the balance sold on the spot market. CPChem
sells its paraxylene production to major producers of polyester in North America
and Europe. It also sells to polyester producers in Asia via a marketing
agreement with Pertamina. Paraxylene is shipped via railcars, barges and ocean
vessels.

CYCLOHEXANE

CPChem markets approximately 14% of worldwide cyclohexane production. This
includes volumes produced at CPChem's Port Arthur and Saudi Arabia plants, as
well as volumes for which CPChem has marketing rights. CPChem owns 50% of the
Saudi facility, with independent investors owning the remaining interest, and
also has the exclusive right to market the cyclohexane exported from that
facility. In addition, CPChem has the exclusive right to market the cyclohexane
produced by Phillips at its Sweeny and Borger, Texas refinery complexes.

SUPPLY/FEEDSTOCK SOURCES. The raw materials for cyclohexane are benzene and
hydrogen. CPChem consumes more benzene than it produces. The balance of benzene
needs is obtained through term contracts and spot purchases.

MARKETING. Most of CPChem's cyclohexane is sold in the United States and Europe
through sales contracts that are typically long-term arrangements. CPChem also
has access to the Asian market via its joint venture plant in Saudi Arabia. Like
other commodity aromatics chemicals, cyclohexane is distributed via trucks,
railcars, barges and ocean vessels.

SPECIALTY CHEMICALS AND PLASTICS

CPChem produces a variety of specialty chemicals including normal alpha olefins
(NAO), polyalpha olefins, polystyrene, an SBC sold under the trademark K-Resin
-Registered Trademark- and polyphenylene sulfide (PPS) engineering plastics and
compounds sold under the trademark Ryton -TM-. Additionally, CPChem produces a
variety of lower-volume, higher-margin organosulfur chemicals, fine chemicals
and specialty chemicals.

                                        7
<Page>

Several of Specialty Chemicals and Plastics' products have leading
market positions. Major production facilities are located in Texas, Ohio,
Belgium, China and Singapore. CPChem also owns an equity interest in a K-Resin
facility in South Korea.

<Table>
<Caption>
                             Approximate
   Product                     Capacity                                     Primary Uses
   -------                   -----------                                    ------------
                         (MILLION LBS. PER YEAR)

   <S>                           <C>                  <C>
   Normal alpha                  1,250                A group of chemicals produced from ethylene and used
   olefins (NAO)                                      in plasticizer alcohols, polyethylene, surfactants and
                                                      synthetic lubricants and additives.

   Polyalpha olefins               104                Base stock for synthetic lubricants.

   K-Resin -Registered Trademark-  404(1,2)           A high quality, clear polymer material used in a
   styrene-butadiene                                  variety of products  including medical components,
   copolymers (SBC)                                   toys, candy wrap, food packaging, cups and garment hangers.

   Polystyrene                     990                Polymer used in packing, cups, toys, furniture and housewares.

   Ryton -TM-                       51                A high-performance engineering polymer used in electronic, automotive and
   polyphenylene                                      appliance applications.
   sulfide (PPS)
   polymer & compounds

   Neohexene                         *                Fine chemical used in the production of synthetic industrial perfumes.

   Acetylene black                   *                Carbon black resulting from the exothermic decomposition of acetylene
                                                      gas, used in batteries, magnetic tape, caulk, sealant, conductive paint
                                                      and ink, specialty silicone rubber and plastics, and explosives.

   Dimethyl sulfide                  *                Used as a sulfiding agent and agricultural chemical intermediate.

   High-purity                       *                High-purity chemicals including performance-proven normal
   hydrocarbons &                                     paraffins,  cycloparaffins and isoparaffins, including
   solvents                                           Soltrol -Registered Trademark- isoparaffin solvents, used in various
                                                      pharmaceutical, industrial and consumer applications.

   Mining chemicals                  *                Petroleum distillates, organosulfur and other mineral
                                                      processing chemicals used in the recovery of copper, molybdenum and
                                                      other metals from ore.

   Organosulfur                      *                Chemical intermediates, primarily mercaptans, used in
   chemicals                                          agricultural and pharmaceutical intermediates and
                                                      polymerization modifiers.

   Performance &                     *                Specialty fuels for calibration standards and
   reference fuels                                    high-performance service, such as automobile and boat racing.

   Drilling Specialty                *                Additives used in water-based drilling fluids for controlling unstable
   Chemicals                                          shale formations and increasing hole lubricity during oil and gas well
   including Soltex -Registered Trademark-            drilling.
   & Potassium Soltex -Registered Trademark-
</Table>

   ----------
   (1) Includes CPChem's share of affiliate's capacity.
   (2) Capacity once operations are fully restored.
    *  Small volume specialty chemicals.

                                        8
<Page>

COMPETITION. Specialty chemicals are characterized by smaller, niche markets
with fewer producers. CPChem's NAO technology allows it to produce a wide range
of hydrocarbon products that compete in many different markets, including
comonomers for polyethylene, surfactants, drilling fluids and polyalpha olefins.
Other significant producers of NAO are BP, Shell and Sasol Ltd. Major producers
of polyalpha olefins also include BP and ExxonMobil.

NORMAL ALPHA OLEFINS, POLYALPHA OLEFINS

CPChem is capable of producing approximately 1.3 billion pounds per year of NAO
in the U.S., which currently represents approximately 15% of global capacity.
All of CPChem's NAO is produced at the Cedar Bayou facility. A plant under
construction in Qatar, in which CPChem has a 49% interest, will have an annual
capacity of an additional 100 million pounds of hexene-1, an NAO used as a
comonomer in the production of polyethylene.

SUPPLY/FEEDSTOCK SOURCES. NAO is generally produced by processing ethylene.
CPChem produces all of the ethylene required in its production of NAO. The
ethylene is produced at the Sweeny, Cedar Bayou and Port Arthur facilities.
Polyalpha olefins are produced from fractions of the NAO produced at CPChem's
Cedar Bayou facility.

MARKETING. CPChem primarily sells NAO and polyalpha olefins to other chemical
companies who use them to produce a broad range of intermediate products. CPChem
also uses its own production of NAO in the manufacturing of polyethylene and
polyalpha olefins. North America and Europe are the largest markets for NAO and
polyalpha olefins, but the Asia Pacific, Middle East and South America markets
are growing. Most domestic sales of NAO and polyalpha olefins are transported
via bulk railcars and tank trucks. International sales are transported primarily
via parcel tankers.

SPECIALTY CHEMICALS

Specialty chemicals consist of a variety of organosulfur chemicals, fine
chemicals and other specialties. The volumes of any given product are not large
when compared to the basic commodity products like ethylene and polyethylene
produced by CPChem's other business segments. However, in the aggregate,
specialty chemicals account for a significant portion of the earnings of the
Specialty Chemicals and Plastics segment.

SUPPLY/FEEDSTOCK SOURCES. Specialty chemicals production depends on the
availability of a number of specialized streams of products and co-products that
are the result of the petroleum refining and petrochemical production processes.
Feedstocks include hydrogen sulfide, a variety of olefins and other hydrocarbon
streams. In many cases, CPChem acquires these feedstocks through long-term
arrangements with its parents from facilities that are integrated with CPChem
production facilities.

MARKETING. Specialty chemicals are generally sold into smaller, niche markets.
The number of suppliers and consumers of any given product can be limited. As a
result, many of CPChem's products are sold under long-term contracts. Because
the customer and applications base is diverse, the business is generally less
cyclical than the commodity chemicals business.

CPChem has a global marketing network, consisting of CPChem representatives and
third-party distributors and agents. More than half of CPChem's representatives
are located outside the United States in all major regions of the world. This
network provides sales, distribution and technical services to customers.
Distribution channels used to deliver product to customers include ocean
vessels, railcars and airfreight.

                                        9
<Page>

K-RESIN(Registered Trademark) STYRENE-BUTADIENE COPOLYMER

CPChem produces an SBC sold under the trademark K-Resin(Registered Trademark).
Production comes from the Houston Chemical Complex and CPChem's K R Copolymer
Co., Ltd. joint venture plant in South Korea. Production of K-Resin SBC at the
Houston Chemical Complex was idled in March 2000 as the result of an accident
and fire at the plant. The plant began a phased-in start-up in the fourth
quarter of 2001. It is currently expected that production levels necessary to
remove the product line from a state of force majeure should be reached by the
end of the second quarter of 2002. CPChem is one of approximately seven major
producers in the world of high-styrene content SBC.

SUPPLY/FEEDSTOCK SOURCES. The main feedstocks for K-Resin SBC are styrene and
butadiene. CPChem produces its own styrene in the United States and secures
butadiene on a long-term contract basis with a single producer. Other sources of
butadiene are available if necessary. In South Korea, feedstocks are secured
through long-term contracts with a company in which CPChem's joint venture
partner, Daelim Industrial Co., Ltd., has a 50% interest.

MARKETING. Because high-styrene content SBC such as K-Resin SBC are specialty
polymers, pricing does not tend to follow the same cyclical patterns experienced
by commodity resins such as polyethylene and polypropylene. CPChem conducts its
marketing primarily by working with customers to create new K-Resin SBC
applications, to improve existing applications and to improve customers'
processing capabilities. CPChem has a sales and technical support organization,
comprised of direct representatives, agents and distributors, that is active in
North America and internationally. Some product is sold under multiyear
agreements. The majority of K-Resin SBC, however, is sold through individual
purchase orders with customers and is delivered via truck, railcar and ocean
vessels.

RYTON -TM- POLYPHENYLENE SULFIDE

CPChem produces high-performance PPS polymers and compounds sold under the
trademark Ryton -TM-. Compounds are combinations of Ryton polymer and various
additives, designed to have specific properties. CPChem has the annual
production capacity of approximately 22 million pounds of Ryton polymer at its
Borger, Texas plant. Substantially all Ryton polymer produced at Borger is used
by CPChem's Belgium and Singapore facilities to produce Ryton compounds. These
facilities have an annual capacity of 29 million pounds of Ryton compounds per
year in the aggregate. The compounds are then sold to third parties.

SUPPLY/FEEDSTOCK SOURCES. The feedstocks for Ryton polymer are substances such
as caustic, sodium hydrosulfide and other chemicals and solvents that are
generally available in substantial quantities on the open market. CPChem has a
number of suppliers who provide these materials under either long-term or
renewable contracts. The materials used in the compounding process are generally
purchased at locations close to CPChem compounding facilities.

MARKETING. CPChem has a global sales network that includes direct
representatives, distributors and agents to market PPS products. CPChem's
compounding facilities are located near its customers, enhancing global sales
efforts. The customer base includes component suppliers and appliance
manufacturers. Products are generally sold under one-year, renewable agreements.
Distribution channels used to deliver product to customers include truck,
railcar and ocean vessels.

                                       10
<Page>

PROPERTIES AND MANUFACTURING FACILITIES

CPChem currently leases the office space for its headquarters in Houston, Texas
and also owns or leases administrative, technical and sales office space in
various other locations. CPChem announced its intention to move its headquarters
in 2002 to a new building in The Woodlands, Texas, located north of Houston.

CPChem manufactures product at 33 facilities in seven countries, with an
additional facility under construction in Qatar. The following chart provides
information regarding CPChem's principal manufacturing facilities, business
segments served, principal products and approximate annual capacity.

<Table>
<Caption>
                                                                                                         Approximate
Facility / Location              Segments Served                        Product                         Gross Capacity
-------------------              ---------------                        -------                         --------------
                                                                                                    (MILLION LBS. PER YEAR)
<S>                              <C>                                    <C>                                   <C>
Houston Chemical Complex         Olefins and Polyolefins                Polyethylene                          2,200
 Pasadena, Texas                 Olefins and Polyolefins                Polypropylene                           810(1)
                                 Specialty Chemicals and Plastics       K-Resin -Registered
                                                                        Trademark- SBC                          335(2)

Sweeny Facility                  Olefins and Polyolefins                Ethylene                              4,100
 Old Ocean, Texas                Olefins and Polyolefins                Propylene                             1,100

Borger Facility                  Specialty Chemicals and Plastics       Methyl Mercaptan                        100
 Borger, Texas                   Specialty Chemicals and Plastics       Dimethyl Sulfide                         10
                                 Specialty Chemicals and Plastics       Ryton -TM- PPS Polymer                   22
                                 Specialty Chemicals and Plastics       Other various                           200

Cedar Bayou Facility             Olefins and Polyolefins                Ethylene                              1,750
 Baytown, Texas                  Olefins and Polyolefins                Propylene                             1,000
                                 Specialty Chemicals and Plastics       Acetylene Black                          18
                                 Specialty Chemicals and Plastics       Normal Alpha Olefins (NAO)            1,250
                                 Specialty Chemicals and Plastics       Polyalpha Olefins                       104
                                 Olefins and Polyolefins                Linear low, low and high
                                                                          density polyethylene                1,530

Orange Chemical Facility         Olefins and Polyolefins                Polyethylene                            902(3)
 Orange, Texas

Port Arthur Facility             Olefins and Polyolefins                Ethylene                              1,750
 Port Arthur, Texas              Olefins and Polyolefins                Propylene                               780
                                 Aromatics                              Benzene                                 530
                                 Aromatics                              Cyclohexane                             330
                                 Aromatics                              Cumene                                1,100

Drilling Specialties             Specialty Chemicals and Plastics       Soltex(Registered Trademark)             20
 Conroe, Texas

St. James Facility               Aromatics                              Styrene                               1,700
 St. James, Louisiana
</Table>

                                       11
<Page>

<Table>
<Caption>
                                                                                                         Approximate
Facility / Location              Segments Served                        Product                         Gross Capacity
-------------------              ---------------                        -------                         --------------
                                                                                                    (MILLION LBS. PER YEAR)
<S>                              <C>                                    <C>                                   <C>
Pascagoula Facility              Aromatics                              Paraxylene                            1,000
 Pascagoula, Mississippi         Aromatics                              Benzene                               1,540

Marietta Facility                Specialty Chemicals and Plastics       Polystyrene pellets, crystal
 Marietta, Ohio                                                          and high impact polystyrene            770

Puerto Rico Facility             Aromatics                              Paraxylene                              640
 Guayama, Puerto Rico

Chevron Phillips Singapore       Olefins and Polyolefins                Polyethylene                            860(1)
 Chemicals (Private) Limited
  Palau Ayer Merbau
  Island, Singapore

Plastics Compounds &             Specialty Chemicals and Plastics       Ryton -TM- Compounds                      9
 Development Center
 (PCDC) 100%,
  Singapore

Shanghai Golden Phillips         Olefins and Polyolefins                Polyethylene                            300(1)
 Petrochemicals Co. Facility
 Shanghai, China

Chevron Chemical                 Specialty Chemicals and Plastics       Polystyrene                             220
 Zhangjiagang Company Ltd.
 Zhangjiagang, China

Tessenderlo Chemicals Facility   Specialty Chemicals and Plastics       Organosulfur Chemicals                   40
 Tessenderlo, Belgium

Kallo Compounding Facility       Specialty Chemicals and Plastics       Ryton -TM- Compounds                     20
 Kallo-Beveren, Belgium

Saudi Chevron Phillips           Aromatics                              Benzene                               1,060(1)
 Company                         Aromatics                              Cyclohexane                             500(1)
  Al Jubail, Saudi Arabia

K R Copolymer Co., Ltd.          Specialty Chemicals and Plastics       K-Resin(Registered Trademark) SBC       115(1)
 Facility
  Yochon, South Korea

Performance Pipe Division        Olefins and Polyolefins                Polyethylene Pipe                       624(1)
  12 locations in the United
  States and two in Mexico
</Table>

----------
(1) Represents or includes gross capacity of CPChem's affiliate.
(2) Capacity once operations are fully restored.
(3) Reflects shutdown of two polyethylene units at the Orange, Texas facility in
    February 2002.

                                       12
<Page>

PROJECTS

QATAR CHEMICAL COMPANY LTD. (Q-CHEM). CPChem entered into an agreement with
Qatar Petroleum for the construction of a petrochemical facility in Qatar.
CPChem has a 49% interest in the project, which is designed to produce
approximately 1.1 billion pounds of ethylene, 1.0 billion pounds of polyethylene
and 100 million pounds of hexene-1 annually. The estimated cost of producing
polyethylene in Qatar is significantly less than the cost of producing
polyethylene in the U.S. Gulf Coast region according to Chem Systems, a provider
of chemicals industry data. Through its established marketing network, CPChem
will market approximately 90% of the polyethylene produced by Q-Chem, targeting
developed markets in Western Europe and high-growth markets in Asia. The Q-Chem
project supports CPChem's strategy to build modern, world-scale plants in areas
with secure access to competitive feedstocks and access to key markets.

In addition, in July 2001, a CPChem subsidiary and Qatar Petroleum signed a
joint venture agreement for the development of a second world-scale
petrochemical project in Qatar, scheduled for completion in 2007.

CPCHEM / BP SOLVAY POLYETHYLENE JOINT VENTURE. CPChem entered into an agreement
with Solvay Polymers, Inc., now BP Solvay Polyethylene, for the construction of
a 700 million pound-per-year loop slurry plant designed to produce basic,
high-density polyethylene resins. The plant will be located at CPChem's Cedar
Bayou facility in Texas and will have the largest capacity of any single loop
polyethylene reactor in the world. The plant will be owned equally with BP
Solvay Polyethylene, with each co-owner independently marketing their share of
production. Production is expected to begin in late 2002.

EMPLOYEES

From July 1, 2000 through December 31, 2000, CPChem's workforce consisted of the
combined workforces of ChevronTexaco and Phillips devoted to their respective
chemicals activities. Effective January 1, 2001, these individuals became direct
employees of CPChem. CPChem employed 6,056 persons at December 31, 2001.
Approximately 83% of this workforce was employed in North America, 10% in Asia,
4% in Europe and the remainder in other locations. Some employees are subject to
collective bargaining arrangements. Overall, CPChem believes that employee
relations are good.

INTELLECTUAL PROPERTY

CPChem's business is, to a considerable extent, technology driven. CPChem
aggressively develops and protects the intellectual property necessary to
conduct operations via a combination of patent, trademark, copyright and trade
secret laws as well as confidentiality procedures and contractual provisions to
protect intellectual property rights. Where CPChem does not have a necessary
technology, it obtains or licenses it from third parties.

As of February 11, 2002, CPChem owned or licensed from its parents the rights to
905 issued patents and 334 applications in the United States, and 2,443 issued
patents and 1,529 applications in foreign jurisdictions relating to CPChem
operations and products. CPChem's parents granted CPChem an irrevocable,
exclusive license, with the right to grant sublicenses, to use the patents that
they own in connection with CPChem's operations and products. CPChem has the
option to have these patents assigned to it. ChevronTexaco and Phillips retain
certain irrevocable, nonexclusive rights to use the patents, which they have
assigned or licensed to CPChem, for their own business operations or to license
such patents to third parties for use in fields of operations not primarily
related to the business of CPChem. Furthermore, ChevronTexaco and Phillips have
granted nonexclusive rights to use certain other intellectual property that they
own, which is, to some degree, useful in CPChem's business.

                                       13
<Page>

CPChem often grants licenses to its technology to third parties. Two significant
processes that it licenses include CPChem's loop slurry polyethylene and
Aromax(Registered Trademark) aromatics production processes. Licenses granted to
these processes typically provide for royalty payments from third parties based
on the actual or anticipated volume of product that they may produce, payable
either as a lump sum or as a "running royalty." The licenses for these processes
generally provide that any technologies developed by the licensee related to
such process shall be licensed to CPChem with the right to sublicense such
developments to third parties. This technique, common in technology licensing,
enhances CPChem's ability to provide customers and licensees with the most
current technology available.

CPChem relies on confidentiality procedures and contractual provisions to
protect its technology in cases where the technology is not patented or
patentable. CPChem's licenses to third parties contain restrictions on
disclosure. Employees execute nondisclosure agreements when their employment
begins and agree to assign to CPChem the rights to intellectual property
developed during their employment. Third parties are not allowed to inspect or
photograph facilities except under close supervision. Contractors involved in
the detailed design or construction of CPChem's or its licensees' facilities are
also required to execute nondisclosure agreements. Appropriate actions are taken
to prevent third parties from disclosing proprietary data, or otherwise using
intellectual property, without proper authorization.

CPChem is the owner of the Marlex(Registered Trademark), Ryton -TM-, and
K-Resin(Registered Trademark) trademarks, which are each used in the plastics
and specialty chemicals businesses, and the Aromax(Registered Trademark)
trademark, which is used in the aromatics technology licensing business. Also,
CPChem licenses its trade name on a nonexclusive basis from its parents.
Appropriate actions are taken to maintain, renew, protect and enforce CPChem's
trademarks in order to prevent infringement, dilution or misappropriation by
third parties in the United States and abroad.

RESEARCH AND DEVELOPMENT

CPChem has scientists, process engineers and technical service experts at seven
technical centers. The Bartlesville, Oklahoma site provides basic research,
pilot plants and product development for polyethylene, specialty chemicals,
Ryton, and K-Resin, and a plastics technical center for all polymer products.
The Kingwood, Texas technology center focuses on process engineering in support
of all manufacturing as well as all phases of research and development and
process development for aromatics, NAO, polyalpha olefins and specialty
catalysts. Richmond, California is the site of oxygen scavaging polymer
development, and the technology center at Orange, Texas provides a gas phase
pilot plant, a plastics technical center and technical services for
polyethylene. Polystyrene research and technical services are located at
Marietta, Ohio. International technical support and product development are
provided by the Belgium and Singapore technical centers.

Research and development expenditures totaled $60 million for the year ended
December 31, 2001 and $23 million for the period July 1, 2000 (inception)
through December 31, 2000.

ENVIRONMENTAL REGULATION

CPChem must comply with, and is subject to liability under, environmental laws
and regulations in all the jurisdictions in which it does business. See "Part II
- Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations - Risk and Other Factors That May Affect Future
Performance - Environmental, Health and Safety" for further discussion.

CPChem incurs, and expects to continue to incur, substantial costs for capital
improvements and general compliance under applicable environmental laws,
including costs to acquire, maintain and repair pollution control equipment.
Over the next several years, industrial facilities in the Texas Gulf Coast
region, including facilities CPChem owns, will require modification and the
installation of additional control equipment to comply with regulations relating
to nitrogen oxide (NOx) emissions, which apply

                                       14
<Page>

generally to industries in this area. Under some environmental laws, CPChem may
be jointly and severally liable for environmental contamination on or from its
properties and at off-site locations where CPChem disposes of, or arranges for
disposal or treatment of, hazardous wastes.

CPChem is aware that there is or may be soil or groundwater contamination at
some facilities and that remediation of soil and groundwater contaminated with
hazardous substances will be required. Accrued environmental remediation costs
totaled $7 million at December 31, 2001 and $8 million at December 31, 2000.
There were no accrued environmental costs associated with discontinued or sold
operations, sites where CPChem had been named a potentially responsible party,
or environmental litigation at December 31, 2001 or 2000. Based on available
information, CPChem believes that the costs that may be needed to be incurred to
investigate and remediate known contamination will not have a material adverse
effect on consolidated results of operations, financial position or liquidity.

INTERNATIONAL OPERATIONS

International operations are exposed to political, economic and regulatory risks
not faced by businesses that operate only in the United States. A portion of
CPChem's operations are outside the United States, with manufacturing facilities
in existence or under construction in Puerto Rico, Singapore, China, South
Korea, Saudi Arabia, Qatar, Mexico and Belgium. These international operations
are subject to risks similar to those affecting CPChem's U.S. operations in
addition to a number of other risks, including differences and unexpected
changes in regulatory and tax environments, difficulties in enforcing
contractual rights, devaluations and fluctuations in currency exchange rates
which may adversely affect revenues and margins, and impositions or increases of
withholding and other taxes on remittances and other payments by subsidiaries
and affiliates. Other risks include, but are not limited to, exposure to
different legal standards, impositions or increases of investment and other
restrictions by foreign governments, the requirements of a wide variety of
foreign laws, political and economic instability and difficulties in staffing
and managing operations, particularly in remote locations.

ITEM 3.  LEGAL PROCEEDINGS

K-RESIN(Registered Trademark) FACILITY INCIDENTS

As previously reported in CPChem's Registration Statement on Form S-4 dated
April 16, 2001 (CPChem's Registration Statement), a flash fire occurred in a
reactor vessel at the K-Resin facility located at CPChem's Houston Chemical
Complex on June 23, 1999. Two individuals employed by a subcontractor, Zachry
Construction Corporation, were killed and other workers were injured. Ten
lawsuits were filed in Texas in connection with the incident, including two
actions for wrongful death. Both wrongful death lawsuits and most of the
personal injury claims have been resolved, with two lawsuits pending. Of the
pending lawsuits, one was filed on August 28, 2000, in the 281st District Court
of Harris County, Texas, and the other was filed on June 22, 2001, in the United
States District Court for the Southern District of Texas. Both lawsuits are
personal injury cases filed against Phillips. While the incident occurred prior
to the formation of CPChem, provisions in the contribution agreement under which
CPChem was formed (the Contribution Agreement) provide for CPChem's
indemnification of Phillips for all liabilities associated with this particular
incident. CPChem believes that the resolution of the two remaining lawsuits will
not have a material adverse effect on CPChem's consolidated results of
operations, financial position or liquidity.

As previously reported in CPChem's Registration Statement, an explosion and fire
occurred at the K-Resin facility on March 27, 2000, due to the
over-pressurization of an out-of-service butadiene storage tank. One employee
was killed and several others were injured. Additionally, several individuals
who were allegedly in the area of the Houston Chemical Complex at the time of
the incident have claimed

                                       15
<Page>

they suffered various personal injuries due to exposure to the event. While
CPChem generally assumed the liabilities associated with Phillips' chemicals
businesses upon the formation of CPChem, CPChem did not assume any
responsibility for Phillips' liability in connection with this incident. In
fact, the Contribution Agreement specifically provides for Phillips'
indemnification of CPChem for all liabilities associated with this particular
incident. Thus, CPChem's involvement in these proceedings is minimal.
Accordingly, CPChem believes that the resolution of matters relating to this
incident will not have a material adverse effect on CPChem's consolidated
results of operations, financial position or liquidity.

As previously reported in CPChem's Registration Statement, the Occupational
Safety and Health Administration (OSHA) issued a Citation and Notification of
Penalty to Phillips and CPChem (as successor to Phillips in this instance)
alleging 50 different violations of the Occupational Safety and Health Act
related to the March 27, 2000 incident at the K-Resin facility. In December
2001, Phillips and CPChem reached a settlement agreement with OSHA, pursuant to
which CPChem will retain outside consultants to review its compliance with
certain performance standards and will implement all feasible and useful
recommendations of the consultants by July 31, 2002.

GOVERNMENTAL AGENCY PROCEEDINGS

The following are descriptions of legal proceedings involving governmental
authorities under federal, state and local laws regulating the discharge of
materials into the environment. While it is not possible to predict the outcome
of an unresolved proceeding, if the proceeding described in the next paragraph
was decided adversely to CPChem, there would be no material adverse effect on
consolidated results of operations, financial position or liquidity.
Nevertheless, such proceedings are reported pursuant to the U.S. Securities and
Exchange Commission's regulations.

The Environmental Protection Agency and the Texas Natural Resources Conservation
Commission jointly proposed a civil penalty in connection with inspections
conducted in 1999 and 2000 at CPChem's Borger facility. CPChem is negotiating
with these agencies in an effort to resolve all related issues.

As previously reported in CPChem's Registration Statement, CPChem was in
discussions with the Louisiana Department of Environmental Quality (LDEQ)
regarding a Notice of Potential Penalty issued on May 26, 2000, in connection
with an alleged violation of certain regulations relating to fugitive emissions
monitoring at CPChem's St. James facility. On August 15, 2001, CPChem entered
into a settlement agreement with the LDEQ whereby CPChem agreed to pay a penalty
of $150,000 and develop a model leak detection and repair program.

OTHER

CPChem is also a party to a number of other legal proceedings pending in various
courts or agencies for which, in some instances, no provision has been made.
While the final outcome of these proceedings cannot be predicted with certainty,
CPChem believes that none of the other proceedings, when resolved, will have a
material adverse effect on consolidated results of operations, financial
position or liquidity.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

                                     PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

There is no established public trading market for the ownership interests of
CPChem. See "Item 12. Security Ownership of Certain Beneficial Owners and
Management" for a listing of the holders of ownership interests of CPChem.

                                       16
<Page>

ITEM 6.  SELECTED FINANCIAL DATA

The following selected financial data was derived from the audited financial
statements included in this Annual Report on Form 10-K and should be read in
conjunction with "Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations" and "Item 8. Financial Statements and
Supplementary Data."

                      CHEVRON PHILLIPS CHEMICAL COMPANY LLC
                      -------------------------------------

<Table>
<Caption>
                                                                   July 1, 2000
                                           Year ended          (inception) through
        MILLIONS                       December 31, 2001        December 31, 2000
        --------                       -----------------        -----------------
        <S>                                  <C>                       <C>
        Net sales                            $ 5,871                   $ 3,402
        Net loss                                (480)                     (241)
<Caption>
                                       December 31, 2001        December 31, 2000
                                       -----------------        -----------------
        <S>                                  <C>                       <C>
        Total assets                         $ 5,860                   $ 6,673
        Long-term debt,
         less current maturities               1,507                     1,784
</Table>

The following financial information of Phillips Petroleum Company's Chemicals
Business and Chevron Chemical Company C Chem Business (the businesses
contributed to form Chevron Phillips Chemical Company LLC), unless otherwise
indicated, was derived from audited financial statements not necessarily
included in this Annual Report on Form 10-K and is presented for informational
purposes only. The results of these contributed businesses presented, when
combined, are not intended to and do not represent pro forma results of
Chevron Phillips Chemical Company LLC, nor do the results necessarily reflect
results that would have been achieved had the contributed businesses been
combined for the periods presented.

                 PHILLIPS PETROLEUM COMPANY'S CHEMICALS BUSINESS
                 -----------------------------------------------

<Table>
<Caption>
                                                                Year ended December 31,
                                    Six months ended            -----------------------
        MILLIONS                      June 30, 2000           1999        1998        1997
        --------                     ---------------          ----        ----        ----
        <S>                              <C>                <C>         <C>         <C>
        Net sales                        $ 2,238            $ 3,117     $ 2,800     $ 3,429
        Net income                            84                147         147         276

<Caption>
                                                                      December 31,
                                                                -----------------------
                                                             1999        1998        1997
                                                             ----        ----        ----
        <S>                                                 <C>         <C>         <C>
        Total assets                                        $ 3,214     $ 3,021     $ 2,977(a)
        Long-term debt, less current maturities                   -           -           -(a)
</Table>

                       CHEVRON CHEMICAL COMPANY C CHEM BUSINESS
                       ----------------------------------------

<Table>
<Caption>
                                                                Year ended December 31,
                                    Six Months Ended            -----------------------
        MILLIONS                      June 30, 2000           1999        1998        1997
        --------                      -------------           ----        ----        ----
        <S>                                 <C>             <C>         <C>         <C>
        Net sales                        $ 1,834            $ 2,695     $ 2,289     $ 2,695
        Net income                            96                177          22         155

<Caption>
                                                                      December 31,
                                                                -----------------------
                                                             1999        1998        1997
                                                             ----        ----        ----
        <S>                                                 <C>         <C>         <C>
        Total assets                                        $ 3,072     $ 2,684     $ 2,610(a)
        Long-term debt, less current maturities                   -           -           -(a)
</Table>

        ----------
        (a) Unaudited

                                       17
<Page>

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION

This Management's Discussion and Analysis of Financial Condition and Results of
Operations contains "forward-looking statements" within the meaning of the
federal securities laws. Such statements can generally be identified with words
and phrases such as "believes," "expects," "anticipates," "should," "estimates,"
"foresees" or other words and phrases of similar import. Where CPChem expresses
an expectation or belief as to future results, there can be no assurance that
the expectation or belief will result, be achieved or be accomplished. Where any
such forward-looking statement includes a statement of the assumptions or bases
underlying such forward-looking statement, CPChem believes such assumptions or
bases to be reasonable and to be made in good faith. Assumed facts or bases
almost always vary from actual results, and the differences between assumed
facts or bases and actual results can be material, depending on the
circumstances. The more significant factors that, if erroneous, could cause
actual results to differ materially from those expressed include, among others:
the timing and duration of periods of expansion and contraction within the
chemicals industry, plans for the construction, modernization or
de-bottlenecking of domestic and foreign chemical plants, prices of feedstocks
and products, force majeure events, accidents, labor relations, political risks,
changes in foreign and domestic laws, rules and regulations and the
interpretation and enforcement thereof, regulatory decisions relating to taxes,
the environment and human resources, the U.S. and global economies, results of
financing efforts and overall financial market conditions. All forward-looking
statements in this annual report are qualified in their entirety by the
cautionary statements herein. Unless legally required, CPChem does not undertake
to update, revise or correct any of the forward-looking information.

OVERVIEW

CPChem was formed July 1, 2000. As such, the following discussion focuses on
CPChem's results of operations for the year ended December 31, 2001 and for the
period July 1, 2000 (inception) through December 31, 2000. To comply with the
Securities and Exchange Commission rules and regulations, similar discussions
are presented for Phillips Petroleum Company's Chemicals Business and Chevron
Chemical Company C Chem Business (the businesses contributed to form CPChem).
The results of those contributed businesses presented, when combined, are not
intended to and do not represent pro forma results of CPChem, nor do the results
necessarily reflect results that would have been achieved had the contributed
businesses been combined for the periods presented.

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements and related disclosures requires
management to make estimates and assumptions that affect the amounts reported.
Actual results could differ from those estimates and assumptions. Management
believes that the estimates and assumptions used in connection with the
amounts reported in CPChem's financial statements and related disclosures are
reasonable and made in good faith. The following are CPChem's critical
accounting policies, some of which require the application of significant
estimates and assumptions.

Sales of petrochemicals, plastics, natural gas liquids and other items,
including by-products, are recorded when title passes to the customer and are
presented net of discounts and allowances. Accounts receivable are presented
at estimated net realizable value.

Product inventories are valued at the lower of cost or market, aggregated at
the segment level for dollar-value, last-in, first-out (LIFO) pools.
Lower-of-cost-or-market write-downs for LIFO-valued inventory are generally
considered temporary and would be reversed should market conditions and prices
improve in the future. However, further deterioration of market prices could
result in additional write-downs.

                                       18
<Page>

Long-lived assets used in operations are assessed for possible impairment when
changes in facts and circumstances indicate a potential significant
deterioration in future cash flows projected to be generated by an asset
group. Should the outlook for future projected cash flows change, additional
material charges for impairments could occur.

In the case of all known contingencies CPChem records an undiscounted
liability when the loss is probable and the amount is reasonably estimable. As
facts concerning contingencies become known, CPChem reassesses its position
both with respect to accrued liabilities and other potential exposures.
Estimates that are particularly sensitive to future change include legal
matters and contingent liabilities for environmental remediation. Estimated
future environmental remediation costs are subject to change due to such
factors as the unknown magnitude of cleanup costs, prospective changes in laws
and regulations, the unknown timing and extent of remedial actions that may be
required and the determination of CPChem's liability in proportion to other
responsible parties. Estimated future costs related to legal matters are
subject to change as events occur and as additional information becomes
available during the administrative and litigation process.

See "Part II - Item 8. Financial Statements and Supplementary Data -- Note 2.
Summary of Significant Accounting Policies" for further discussion of CPChem's
significant accounting policies.

                          CPCHEM RESULTS OF OPERATIONS

YEAR ENDED DECEMBER 31, 2001

The continued slowing of the U.S. economy that began in the second half of 2000
resulted in reduced demand and excess capacity in the chemicals industry,
negatively impacting margins and volumes. CPChem's operating results have
reflected these downward pressures. Net loss for the year ended December 31,
2001 totaled $480 million, which included $197 million of special items.
Excluding special items, net loss was $283 million. Special items are
nonrecurring or infrequently occurring transactions that CPChem does not
consider representative of ongoing operations. Approximately $167 million of
special items were recorded in the fourth quarter of 2001. CPChem achieved in
excess of $200 million of net recurring merger synergies and cost savings in
2001, surpassing the previous target of $150 million announced when CPChem was
formed.

<Table>
<Caption>
MILLIONS                                Consolidated
--------                                ------------
<S>                                         <C>
Net loss                                    $ (480)
Less special items                            (197)
                                            ------
Net loss, as adjusted                       $ (283)
                                            ======
<Caption>
                                                                     Specialty      Corporate,
                                        Olefins &                    Chemicals       Other &
                                       Polyolefins    Aromatics     & Plastics     Eliminations     Consolidated
                                       -----------    ---------     ----------     ------------     ------------
<S>                                       <C>           <C>            <C>             <C>              <C>
Income (loss) before interest
  and taxes                               $(222)        $(209)         $ 124           $ (29)           $(336)
Less special items                         (162)          (66)*           84              (9)            (153)*
                                          -----         -----          -----           -----            -----
Income (loss) before interest
  and taxes, as adjusted                  $ (60)        $(143)         $  40           $ (20)           $(183)
                                          =====         =====          =====           =====            =====
</Table>

----------
* Excludes charges of $44 million for an increase in the valuation allowance for
  deferred tax assets.

OLEFINS AND POLYOLEFINS

Excluding special items, loss before interest and taxes for Olefins and
Polyolefins totaled $60 million for the year ended December 31, 2001. Special
items totaled $162 million, including fourth quarter charges to depreciation
expense (included as a component of Cost of Goods Sold) of $68 million related
to the permanent idling of the front end of the Sweeny ethylene Unit 12,

                                       19
<Page>

$14 million related to accelerated depreciation associated with the planned
permanent shutdown in February 2002 of two particle loop reactors at the
Orange polyethylene plant, and $6 million for the retirement of the
developmental reactor unit at the Houston Chemical Complex. Special items also
included a $46 million charge to equity in net loss of affiliates in the
consolidated statement of operations, representing CPChem's share of an
impairment charge recorded in December 2001 by Phillips Sumika Polypropylene
Company (Phillips Sumika), an equity investment, adjusted for the difference
between CPChem's carrying value of its investment in Phillips Sumika and
CPChem's equity in its net assets.

Olefins earnings decreased during the year, as sales prices were affected by the
weak economy, reduced demand and excess capacity. Lower feedstock and energy
prices partially offset the lower sales prices. Due to market conditions,
certain units were idled and production rates at others were reduced for
inventory control.

Polyethylene profit margins increased in the latter half of the year,
particularly in the third quarter of 2001, due to lower feedstock and lower fuel
costs. These benefits were partially offset by lower sales volumes.

AROMATICS

Aromatics' loss before interest and taxes for the year, excluding special items,
was $143 million. Special items included costs associated with a column fire at
the St. James facility in February 2001 and, due to the outlook for future
margin conditions, a third quarter $42 million asset impairment charge related
to the Puerto Rico facility. The present value of projected future cash flows
was used to determine fair value. In addition, a $17 million charge to
depreciation expense, included as a component of Cost of Goods Sold, was
recorded in December 2001 to retire the benzene and cyclohexane plant assets in
Puerto Rico based on the decision to discontinue such production in Puerto Rico.
As a result, the workforce at the Puerto Rico facility will be reduced to a
level necessary to support the remaining paraxylene operations. It is currently
anticipated that the paraxylene operations will resume in late 2002 or early
2003. The motor fuels reformer in Puerto Rico was shut down in March 2001 in an
effort to improve financial performance.

Styrene margins improved in the second half of the year on significantly lower
feedstock and fuel costs. Lower sales prices partially offset this benefit.
Styrene production increased, as well as sales volumes, as capacity at St. James
was restored in October 2001 following the column fire earlier in the year.
Paraxylene margins also improved in the latter half of the year on lower
feedstock costs.

In the fourth quarter of 2001, Aromatics recorded a $25 million write-down of
domestic dollar-value last-in, first-out (LIFO) pool inventories to current net
realizable value. The associated reserve established is considered temporary and
will be reversed should market conditions and prices improve in the future.

SPECIALTY CHEMICALS AND PLASTICS

Excluding special items, income before interest and taxes for Specialty
Chemicals and Plastics was $40 million for the year. Special items for the
year consisted primarily of a $113 million benefit, recorded as other income,
in connection with the settlement of a business interruption insurance claim
associated with the March 2000 incident at CPChem's Houston Chemical Complex
K-Resin -Registered Trademark- facility. Production of K-Resin SBC was idled
in March 2000 as the result of an accident and fire at the plant. The plant
began a phased-in start-up in the fourth quarter of 2001. It is currently
expected that production levels necessary to remove the product line from a
state of force majeure should be reached by the end of the second quarter of
2002.

                                       20
<Page>

Earnings from NAO were higher in the second half of 2001 as a result of higher
production and sales volumes, and lower feedstock and fuel costs. Lower sales
prices partially offset these benefits. Lower earnings from K-Resin SBC and
polystyrene offset the higher earnings from NAO.

OTHER

INTEREST EXPENSE. Interest expense totaled $104 million in 2001, with average
interest rates falling throughout the year. Debt outstanding decreased to $1.7
billion at December 31, 2001 from $1.8 billion at year-end 2000.

INCOME TAXES. CPChem is treated as a flow-through entity for U.S. income tax
purposes whereby each member is taxable on its respective share of income and
losses. However, CPChem and its subsidiaries are directly liable for U.S. and
state income taxes and franchise taxes on certain separate legal entities and
for any foreign taxes incurred.

CPChem recorded income tax expense of $49 million for the year ended December
31, 2001, consisting primarily of a $44 million increase in the valuation
allowance related to the deferred tax assets balance at December 31, 2000 of
Chevron Phillips Chemical Puerto Rico Core Inc. (Puerto Rico Core). This
increase was necessitated, in part, by the Phillips merger with Tosco
Corporation in September 2001, which triggered regulatory limitations on the
future utilization of pre-merger Puerto Rico Core net operating losses. The
valuation allowance was also increased as a result of a change in the outlook
for future margin conditions. At December 31, 2001, the deferred tax assets of
Puerto Rico Core were fully offset by valuation allowances.

JULY 1, 2000 (INCEPTION) THROUGH DECEMBER 31, 2000

<Table>
<Caption>
MILLIONS                                 Consolidated
--------                                 ------------
<S>                                         <C>
Net loss                                    $ (241)
Less special items                            (216)
                                           -------
Net loss, as adjusted                       $  (25)
                                           =======
<Caption>
                                                                     Specialty      Corporate,
                                        Olefins &                    Chemicals       Other &
                                       Polyolefins    Aromatics     & Plastics     Eliminations     Consolidated
                                       -----------    ---------     ----------     ------------     ------------
<S>                                      <C>           <C>           <C>             <C>               <C>
Income (loss) before interest
  and taxes                              $    48       $ (177)       $  10           $ (39)            $ (158)
Less special items                            (7)        (137)*        (15)            (12)              (171)*
                                         -------       ------        -----           -----             ------
Income (loss) before interest
  and taxes, as adjusted                 $    55       $  (40)       $  25           $ (27)            $   13
                                         =======       ======        =====           =====             ======
</Table>

----------
* Excludes charges of $45 million for an increase in the valuation allowance for
  deferred tax assets.

CPChem incurred a consolidated net loss of $241 million for the period July 1,
2000 (inception) through December 31, 2000. Excluding the effect of special
items, CPChem incurred a net loss of $25 million. Special items for the
six-month period include property impairments primarily related to CPChem's
Puerto Rico facility. The Puerto Rico impairment charge, totaling $135
million, was required due to the outlook for margin conditions and a shift in
strategic direction for the facility, which is part of the Aromatics segment.
In addition, a valuation allowance of $45 million was recorded against a
related deferred tax asset because it was viewed as unlikely that the Puerto
Rico facility would generate sufficient future taxable income to allow full
use of such tax benefit. The balance of $36 million of special items includes
contingency and environmental accruals, charges related to workforce
reductions and the retirement of an NAO unit.

Statements in the following discussion regarding increases or decreases in
production, margins or similar matters generally are in relation to levels of
such items at July 1, 2000.

                                       21
<Page>

OLEFINS AND POLYOLEFINS

Ethylene and polyethylene margins deteriorated, as sales prices fell on
decreased demand and increased operating capacity in the industry. Product costs
increased due to higher feedstock, fuel and utility costs.

Ethylene production was adversely impacted during August and September 2000 by
an unexpected production interruption at CPChem's Port Arthur facility that
resulted from a loss of steam provided by a third-party supplier. Ethylene
production was also impacted in December 2000 as a result of an operating
decision to shut down two units for inventory control purposes. Polyethylene
production was reduced in December 2000 to control inventory levels and minimize
the purchase of high-cost feedstocks.

AROMATICS

Prices for Aromatics products were depressed due to overcapacity in the
industry. Additionally, feedstock and utility costs rose due to energy prices
reaching historically high levels, resulting in lower margins. Even though
CPChem believed that long-term growth rates for many of the primary aromatics
derivatives remained strong, demand for these derivatives decreased during the
six-month period. The decrease was a result of a buildup of inventory by
customers.

SPECIALTY CHEMICALS AND PLASTICS

Production volumes in Specialty Chemicals and Plastics increased during the
six-month period, due primarily to the August 2000 start-up of a new 750 million
pound-per-year NAO plant at the Cedar Bayou facility. As a result of the new
plant start-up, an older 250 million pound-per-year plant was retired in
November 2000. A new 220 million pound-per-year polystyrene plant, located in
China, came onstream in August 2000, adding additional production volumes for
the six-month period. The K-Resin facility remained shut down as facility
repairs continued following a March 2000 incident. Earnings decreased during the
fourth quarter for Specialty Chemicals and Plastics, primarily due to the
retirement of the NAO plant and increasing feedstock and energy prices. Earnings
included accruals for business interruption insurance proceeds.

         CHEVRON CHEMICAL COMPANY C CHEM BUSINESS RESULTS OF OPERATIONS

SIX MONTHS ENDED JUNE 30, 2000

Net income was $96 million for the first six months of 2000. Product margins
were strong as prices for olefins, polyethylene, styrene, polystyrene and
benzene continued their upward trend, reflecting higher worldwide demand and
tighter industry inventories for olefins. Margins for styrene widened as prices
rose on improved economic conditions in Asia and restricted industry capacity
due to planned and unplanned turnarounds. NAO margins were depressed by both
higher feedstock costs and plant operational problems. Operating expense was
unfavorably impacted by higher fuel costs. Sales volumes of polystyrene and
benzene were higher than in 1999. Polyethylene sales rose on stronger demand,
resulting in lower external olefin sales as olefins are used as a feedstock for
polyethylene production. Net income included an after-tax LIFO inventory
valuation gain of $6 million resulting from the reduction of certain inventory
quantities which were valued at lower LIFO costs. There were no special items in
the first six months of 2000.

Production in the first half of 2000 was slightly below 1999 levels. Styrene and
NAO production were lower due to a planned turnaround at the St. James,
Louisiana styrene facility and Cedar Bayou NAO plant operational problems.
Benzene production remained high on a record run for an Aromax -Registered
Trademark- I catalyst charge at Pascagoula.

                                       22
<Page>

YEAR ENDED DECEMBER 31, 1999

Net income was $177 million in 1999, which included the recovery of an
unfavorable lower-of-cost-or-market LIFO inventory valuation adjustment charged
in 1998. Excluding the effects of the inventory valuation adjustment, adjusted
net income was $96 million in 1999. Results included asset write-offs associated
with an Orange, Texas gas phase expansion project. Operationally, ethylene,
benzene and paraxylene margins rebounded from the prior year, while styrene and
polystyrene margins continued their upward trend. Margin improvements reflected
worldwide demand-driven sales price increases and continued reduction of
operating expense despite higher fuel costs. Sales volumes rose in all major
product lines except for styrene, which remained flat. Operating cost per unit
fell to its lowest level since 1985.

Olefins and plastics production volumes rose 6% from the previous year. Ethylene
and propylene production were up 13%, setting sales and production records,
despite a compressor failure at the Cedar Bayou plant. Polyethylene and pipe
production increases were offset by production lost during downtime associated
with an Orange, Texas gas phase expansion, resulting in flat overall production
for 1999. Aromatics and derivatives production rose, reflecting a 12% increase
in polystyrene production and benzene and paraxylene production increases
following the loss of production from 1998's Hurricane Georges-related downtime
at Pascagoula and from downtime associated with the Pascagoula paraxylene plant
expansion. Production of styrene remained at historically high levels at
St.James for the second straight year.

Special item after-tax LIFO losses totaled $3 million, resulting from the
reduction of certain inventory quantities which were valued at lower LIFO costs
prevailing in prior periods. In addition, after-tax severance costs of $5
million were incurred related to the move of Chevron Chemical Company's
headquarters to Houston, Texas.

      PHILLIPS PETROLEUM COMPANY'S CHEMICALS BUSINESS RESULTS OF OPERATIONS

SIX MONTHS ENDED JUNE 30, 2000

Net income for the six-month period ended June 30, 2000 was $84 million. Special
items benefited net income by $2 million in the period. After excluding special
items, net operating income was $82 million.

Sales and other operating revenues were $2.2 billion. Average ethylene,
propylene, polyethylene and paraxylene prices for the six-month period were all
higher than year-end 1999 prices. Equity in earnings of affiliated companies was
$33 million. Equity earnings from Sweeny Olefins Limited Partnership, which is
100% owned by CPChem since July 1, 2000, benefited from improved ethylene and
propylene margins. Other revenues were $17 million for the six-month period,
primarily representing net gains on asset sales and insurance-related activity.

Purchased products were $1.6 billion in the first six months of 2000. The
business experienced higher average feedstock costs for natural gas liquids and
ethylene during the period compared with year-end 1999 levels. Controllable
costs, which are comprised of operating expenses and selling, general and
administrative expenses, were $457 million during the period. The business
experienced increased fuel and utility costs, as well as costs commensurate with
higher production levels of certain products. Depreciation and amortization
costs were $57 million, while taxes other than income taxes were $20 million. If
annualized, both of these items would be slightly higher than corresponding
amounts in the prior year.

                                       23
<Page>

During the six-month period ended June 30, 2000, the business experienced higher
ethylene margins and production volumes, as well as increased propylene, other
chemicals, and plastic pipe margins and volumes. The second quarter of 2000 was
negatively impacted by the expiration of the business' composition of matter
patents on crystalline polypropylene in March, which led to lower licensing
income. Earnings from the K-Resin business were also lower during the period. In
late March 2000, the K-Resin facility was damaged by an explosion and fire, and
the facility was idled.

YEAR ENDED DECEMBER 31, 1999

Net income was $147 million in 1999. Excluding special items, net operating
income was $129 million.

Sales and other operating revenues increased, primarily the result of higher
sales prices for ethylene and other key products, as well as increased sales
volumes for polyethylene. Equity in earnings of affiliated companies benefited
from improved earnings from the international polyethylene joint ventures in
China and Singapore and also from improved earnings from Sweeny Olefins Limited
Partnership. Other revenues in 1999 primarily represented favorable contingency
settlements.

Purchased products reflected higher feedstock costs for natural gas liquids and
ethylene. Controllable costs decreased, the result of general cost control
efforts across all business lines, along with lower operating costs following
various production facility shutdowns in 1999.

Net operating income reflected lower polyethylene margins that resulted from
increased ethylene feedstock costs that could not be fully recovered in the
polyethylene market, although demand remained firm. Ethylene margins, after
moving downward in the previous year, trended upward through 1999, even though
natural gas liquids feedstock prices increased substantially. This reflected
continued strong demand for ethylene. Margins on certain other olefins and
polyethylene pipe improved as well.

Olefins and polyolefins facilities operated well in 1999, with higher ethylene
and polyethylene production than the previous year. Ethylene production was
negatively impacted in the prior year by a maintenance turnaround and a
weather-related shutdown of the Sweeny, Texas facility. Polyethylene production
was higher at the three chemical production facilities: the 100%-owned Houston
Chemical Complex, a 50%-owned plant in Singapore and a 40%-owned facility in
China.

Results from specialty chemicals were down, mainly resulting from lower margins
and higher operating expenses. The company's K-Resin facility, located at the
Houston Chemical Complex, was damaged by a flash fire in June 1999. Portions of
the damaged plant were repaired and restarted in 1999.

Paraxylene and cyclohexane were produced at the Puerto Rico facility. Paraxylene
margins remained depressed in 1999, although they did improve somewhat in the
fourth quarter. Paraxylene margins were in a cyclical downturn due to weak
demand and industry overcapacity. Paraxylene production volumes decreased in
1999, mainly due to operating problems and weather-related shutdowns in the
first half of the year.

CPCHEM OUTLOOK

The overall decline in the chemicals industry that began in the second half of
2000 and the weakened U.S. economy continued to negatively impact CPChem in
2001, resulting in excess capacity, reduced product demand and lower margins in
most business lines. In addition, a strong dollar, which negatively affects
exports, along with the higher-than-anticipated fuel and feedstock costs that
were experienced throughout the first half of the year, also made conditions
difficult. CPChem expects existing conditions to continue to be a challenge for
the near term.

                                       24
<Page>

CPCHEM LIQUIDITY AND CAPITAL RESOURCES

<Table>
<Caption>
                                                 Contractual Cash Obligation Payments Due by Period
                                                 --------------------------------------------------

                                            less than                             greater than
As of December 31, 2001, IN MILLIONS          1 Year     2-3 Years     4-5 Years     5 Years        Total
------------------------------------        ---------    ---------     ---------  ------------      -----
<S>                                            <C>          <C>           <C>        <C>           <C>
Secured borrowings
  (accounts receivable securitization)         $ 199        $   -         $   -      $    -        $  199
Commercial paper                                   -            -             -       1,002*        1,002*
7% notes due 2011                                  -            -             -         500           500
Other debt, including current portion              1            2             2           7            12
Operating leases                                  40           61            45         118           264
Advances to Q-Chem (estimated)                   275          125             -           -           400
                                               -----        -----         -----      ------        ------
   Total                                       $ 515        $ 188         $  47      $1,627        $2,377
                                               =====        =====         =====      ======        ======
</Table>

   ----------
   * Assumes maintaining the current ability and intent to re-issue upon
     maturity.

CPChem has no unconsolidated limited-purpose or special-purpose entities, and
therefore, has no other legal obligations that might be associated with entities
of that nature, such as the purchase of such entities' capital stock or assets,
the issuance of securities pursuant to a call option held by such entities or
the financial support for such entities' non-performance in a commercial
arrangement.

Cash balances declined $45 million during 2001. Capital and investment
expenditures, net debt repayments and net member distributions exceeded cash
provided by operating activities.

Cash increased $81 million in the period July 1, 2000 through December 31, 2000.
Proceeds from the implementation of a commercial paper program and from the
members in the forms of an advance and a note payable, along with cash provided
by operating activities, were partially offset by distributions and post-closing
adjustment payments to ChevronTexaco and Phillips.

OPERATING ACTIVITIES

Cash provided by operating activities totaled $371 million during 2001,
including $169 million of net proceeds received from the settlement of a
business interruption insurance claim associated with a March 2000 incident at
the Houston Chemical Complex K-Resin plant. Reductions in accounts payable
partially offset lower accounts receivable and inventory balances.

Operating activities generated $98 million during the six month period ended
December 31, 2000. An increase in accounts payable was partially offset by
higher inventory and accounts receivable balances.

INVESTING ACTIVITIES

Capital and investment expenditures totaled $291 million in 2001 and $112
million in the six months ended December 31, 2000. Approximately $130 million of
capital and investment expenditures in 2001 was invested in Olefins and
Polyolefins, $68 million in Aromatics, $74 million in Specialty Chemicals and
Plastics, and the remaining $19 million at the corporate level.

CPChem currently expects to invest a total of approximately $340 million in
capital and investment expenditures in 2002. Approximately 60% is budgeted to be
spent in Olefins and Polyolefins, 19% in Aromatics and 16% in Specialty
Chemicals and Plastics, with the remainder to be spent at the corporate level.

In addition to the capital and investment expenditures budget described above,
CPChem expects to advance Qatar Chemical Company Ltd. (Q-Chem), a CPChem equity
investment, approximately $275 million in 2002 and $125 million in 2003 under a
subordinated loan agreement to be used towards the cost of construction and
start-up of the Qatar complex. Qatar Chemical Company Ltd. (Q-Chem), a joint
venture company, was formed in 1997 to develop a major petrochemical

                                       25
<Page>

complex in Qatar in the Middle East at an estimated cost of $1.2 billion.
Construction of the complex began in October 1999, with start-up scheduled for
late 2002. At December 31, 2001, $750 million had been drawn by Q-Chem under a
bank financing agreement for the construction of the complex. CPChem is now
required to fund any remaining construction costs, initial working capital
requirements, and certain debt service and operating reserve fund requirements
through advances under the subordinated loan agreement. No funding occurred in
2001. In connection with the bank financing, the co-venturers agreed that if
the complex is not completed by August 2003, each will make capital
contributions on a pro rata, several basis to the extent necessary to cover
bank financing service requirements including, if demanded, repayment of
principal. This obligation may be extended for up to one year due to force
majeure. After construction is completed, the bank financing is non-recourse
with respect to the co-venturers. CPChem has also agreed to provide up to $75
million of credit support to Q-Chem for cash flow needs under a contingent
support agreement after construction of the complex is completed.

A CPChem subsidiary and Qatar Petroleum of Qatar signed a joint venture
agreement on July 24, 2001 for the development of a second world-scale
petrochemical project in the State of Qatar, scheduled for completion in 2007.

CPChem and Solvay Polymers, Inc., now BP Solvay Polyethylene, announced in June
2001 plans for the construction of a 700-million-pound-per-year, high-density
polyethylene plant to be constructed at CPChem's Cedar Bayou facility. CPChem
and BP Solvay Polyethylene will each own 50% of the plant, scheduled for
start-up in late 2002.

FINANCING ACTIVITIES

Cash used in financing activities totaled $152 million during 2001. Commercial
paper outstanding decreased $783 million and a note payable to ChevronTexaco was
repaid, largely with proceeds from the issuance of private placement notes and
monies received in connection with the implementation of a trade receivables
securitization program discussed below. CPChem borrowed $50 million from
ChevronTexaco in February 2001 in addition to the $50 million note that was
outstanding at December 31, 2000. These notes, totaling $100 million, were
repaid on March 19, 2001 with proceeds from the issuance of the private
placement notes described below, and the credit agreement with ChevronTexaco was
terminated.

On March 19, 2001, Chevron Phillips Chemical Company LLC and its wholly-owned
subsidiary, Chevron Phillips Chemical Company LP, jointly and severally issued
$500 million of senior unsecured 7% notes in a private placement. The LLC and
the LP subsequently filed a joint registration statement on Form S-4 with the
SEC, as amended and declared effective May 10, 2001, to register exchange
notes with terms substantially identical to the private placement notes,
except that the exchange notes are freely tradeable. The notes are due in
March 2011 and interest is payable semiannually, with the first interest
payment paid on September 15, 2001. Proceeds from this debt issuance were used
to repay the notes payable to ChevronTexaco, to retire a portion of
outstanding commercial paper obligations and for general corporate purposes.

In May 2001, CPChem entered into a trade receivables securitization agreement
that expires in May 2002. The agreement allows CPChem to borrow up to $300
million for which CPChem grants a security interest in certain of its trade
receivables as collateral for any amounts outstanding. As the receivables are
collected by CPChem, borrowings under the agreement are reduced or security
interests in new trade receivables are granted. At December 31, 2001, $199
million of borrowings, classified as secured borrowings, were outstanding under
the trade receivables securitization agreement, secured by $313 million of trade
receivables. CPChem intends to request an extension of the expiration date of
the agreement to May 2003.

                                       26
<Page>

CPChem has separate $700 million and $900 million revolving credit agreements
with a syndicate of banks. The agreements expire in July 2002 and July 2003,
respectively. The July 2002 agreement, which replaced the previous $900 million
364-day revolving credit agreement that expired in July 2001, provides that
CPChem may, at its option, extend the date for repayment by one year of any
borrowings outstanding on July 1, 2002. Both facilities are used to support the
commercial paper program. There were no borrowings outstanding under any of the
credit agreements at December 31, 2001 and 2000. CPChem intends to request
extensions of the expiration dates of the agreements or replace the existing
agreements with new agreements with similar terms.

Phillips advanced CPChem $70 million in 2000 in connection with an incident at
the K-Resin plant in March 2000. Pursuant to the contribution agreement, a
certain portion of the advance would be re-characterized as a member
contribution each month until the plant met a pre-established production
threshold. Accordingly, $35 million of the advance was recorded as Member
Contributions during the six months ended December 31, 2000 and the remainder
was recorded as Member Contributions during 2001. Beginning in January 2002,
Phillips will contribute an additional $3.2 million per month, to a maximum of
$38.4 million, until a pre-established production threshold is met. In addition,
Phillips will remit additional contributions, to a maximum of $30 million,
should earnings from the K-Resin business fail to meet pre-established targets
as agreed to, and as later amended, in the contribution agreement.

CPChem believes cash requirements over the next twelve months will be funded
through a combination of cash on hand, cash flows from operations, available
lines of credit and/or future debt issuances.

CPCHEM OTHER

RISK AND OTHER FACTORS THAT MAY AFFECT FUTURE PERFORMANCE

CYCLICALITY AND OVERCAPACITY IN THE PETROCHEMICALS AND PLASTICS BUSINESS. The
petrochemicals and plastics industry is both cyclical and volatile.
Historically, the industry has experienced alternating periods of tight supply,
resulting in increased prices and profit margins. This is typically followed by
periods of substantial capacity expansion, resulting in oversupply and declining
prices and profit margins. As a result of changes in demand for products,
changes in energy prices and changes in economic conditions around the world,
CPChem's profit margins may fluctuate, not only from year to year, but also from
quarter to quarter.

Currently, industry-wide capacity expansions have also contributed to a decline
in the profit margin of some of CPChem's products. There can be no guarantee
that future growth in product demand will be sufficient to utilize this
additional capacity. Fluctuations in capacity and supply can cause volatility in
profit margins.

FEEDSTOCK COSTS AND OTHER EXTERNAL FACTORS. Due to the commodity nature of the
products CPChem sells, market position cannot necessarily be protected by
product differentiation or by passing on cost increases to customers.
Accordingly, price increases in raw materials and other costs may not correlate
with changes in the prices received for products. Feedstock prices can fluctuate
widely for a variety of reasons, including changes in availability because of
major capacity additions or significant facility operating problems. Other
external factors that can cause volatility in feedstock prices, demand for
products, product prices and volumes, and margin deterioration include general
economic conditions, the level of business activity in user industries,
competitors' actions, international events and circumstances, product and
process technology changes, and governmental regulation in the United States and
abroad.

Although CPChem produces feedstocks to meet a portion of its demand and has
long-term feedstock supply contracts with affiliates of its parents and others,
CPChem is still subject to volatile feedstock prices. Extreme volatility, such
as that experienced at the beginning of the fourth quarter of 2000, can result
in the need to temporarily idle or curtail production units.

                                       27
<Page>

ENVIRONMENTAL, HEALTH AND SAFETY. The chemicals and plastics business is highly
regulated, subject to increasingly stringent laws and regulations addressing
environmental, health and safety matters. A violation of these laws and
regulations or permit conditions can result in substantial fines, criminal
sanctions, permit revocation and/or facility shutdowns.

Under some laws, including in the United States the Comprehensive Environmental
Response, Compensation and Liability Act of 1980 ("Superfund"), the Resource
Conservation and Recovery Act of 1976, and the laws of many states, CPChem may
be subject to joint and several liability regarding environmental contamination
on or from its current and former properties, as well as other locations where
it has disposed or arranged for disposal of wastes, or where feedstock or
products have spilled. Depending on the circumstances, such liabilities may
involve, for example, investigation or clean-up costs, claims for damages to
natural resources, or punitive damage claims. In addition, CPChem may be the
subject of toxic tort claims seeking compensatory and punitive damages for
alleged impacts on human health or the environment.

There are risks associated with the production of chemicals and plastics, such
as operational hazards and unforeseen interruptions caused by events beyond
CPChem's control. These include accidents, the breakdown or failure of equipment
or processes, and catastrophic events. These events can result in injury or loss
of life and extensive property or environmental damage. In addition, the
handling of chemicals has the potential for serious impacts on human health and
the environment. Liabilities incurred and interruptions in operations caused by
these events have the potential to materially affect consolidated results of
operations, financial position and liquidity. While CPChem maintains adequate
general and business interruption insurance, insurance proceeds may not be
adequate to fully cover substantial liabilities incurred, lost revenues or
increased expenses.

INTERNATIONAL OPERATIONS. International operations are exposed to political,
economic and regulatory risks not faced by businesses that operate only in the
United States. A portion of CPChem's operations are outside the United States,
with manufacturing facilities in existence or under construction in Puerto Rico,
Singapore, China, South Korea, Saudi Arabia, Qatar, Mexico and Belgium. Assets
located outside of the U.S. as of December 31, 2001 totaled $564 million and net
sales from non-U.S. operations were $627 million in 2001. These international
operations are subject to risks similar to those affecting CPChem's U.S.
operations in addition to a number of other risks, including differences and
unexpected changes in regulatory and tax environments, difficulties in enforcing
contractual rights, devaluations and fluctuations in currency exchange rates
which may adversely affect revenues and margins, and impositions or increases of
withholding and other taxes on remittances and other payments by subsidiaries
and affiliates. Other risks include, but are not limited to, exposure to
different legal standards, impositions or increases of investment and other
restrictions by foreign governments, the requirements of a wide variety of
foreign laws, political and economic instability and difficulties in staffing
and managing operations, particularly in remote locations.

FOREIGN CURRENCY RISK. Internationally, CPChem operates facilities in six
foreign countries and sells product in many other countries, resulting in
transactions denominated in various currencies. As such, CPChem is exposed to
foreign currency risk to the extent there are fluctuations in the exchange rates
of local currencies in those countries against the U.S. dollar and other foreign
currencies. The potential foreign currency transaction gain or loss from a
hypothetical 10% change in the exchange rates of those local currencies against
the U.S. dollar at December 31, 2001 was approximately $6 million in the
aggregate.

INTEREST RATE RISK. Because CPChem's commercial paper obligations have
maturities of 90 days or less and are generally reissued upon maturity, the debt
is considered variable-rate based. The secured debt issued in connection with
the accounts receivable securitization program is also variable-rate based. A
hypothetical 100 basis point change (a one percentage point change) in the
weighted average interest rates of the outstanding balances at December 31, 2001
of these debt instruments would impact interest expense by approximately $12
million annually in the aggregate.

                                       28
<Page>


CONTINGENCIES

In the case of all known contingencies, CPChem records an undiscounted liability
when the loss is probable and the amount is reasonably estimable. These
liabilities are not reduced for potential insurance recoveries. If applicable,
undiscounted receivables are recorded for probable insurance or other
third-party recoveries. Based on currently available information, CPChem
believes it is remote that future costs related to known contingent liabilities
will exceed current accruals by an amount that would have a material adverse
effect on consolidated results of operations, financial position or liquidity.

As facts concerning contingencies become known, CPChem reassesses its position
both with respect to accrued liabilities and other potential exposures.
Estimates that are particularly sensitive to future change include legal matters
and contingent liabilities for environmental remediation. Estimated future
environmental remediation costs are subject to change due to such factors as the
unknown magnitude of cleanup costs, prospective changes in laws and regulations,
the unknown timing and extent of remedial actions that may be required and the
determination of CPChem's liability in proportion to other responsible parties.
Estimated future costs related to legal matters are subject to change as events
occur and as additional information becomes available during the administrative
and litigation process.

CPChem is a party to a number of legal proceedings pending in various courts or
agencies for which, in some instances, no provision has been made. While the
final outcome of these proceedings cannot be predicted with certainty, CPChem
believes that none of these proceedings, when resolved, will have a material
adverse effect on consolidated results of operations, financial position or
liquidity.

NEW ACCOUNTING PRONOUNCEMENTS

In June 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 143, "Accounting for Asset Retirement
Obligations," which addresses the accounting and reporting requirements for
legal obligations associated with the retirement of long-lived assets. This
standard requires that a liability for an asset retirement obligation, measured
at fair value, be recognized in the period in which it is incurred if a
reasonable estimate of fair value is determinable. That initial fair value is
capitalized as part of the carrying amount of the long-lived asset and
subsequently depreciated. The liability is adjusted each year for accretion,
with a charge to the statement of operations. SFAS No. 143 will become effective
for CPChem beginning January 1, 2003. CPChem is currently reviewing the new
standard to determine what impact, if any, that implementation of this standard
will have on consolidated results of operations and financial position.

CPChem adopted SFAS No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets," effective January 1, 2002. This new standard supersedes SFAS
No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of," and the accounting and reporting provisions for the
disposal of a segment of a business from Accounting Principles Board Opinion
No.30, "Reporting the Results of Operations -- Reporting the Effect of Disposal
of a Segment of a Business, and Extraordinary, Unusual and Infrequently
Occurring Events and Transactions." SFAS No. 144 retains the requirements of
SFAS No. 121 to recognize an impairment loss as the difference between the
carrying value and the fair value for assets to be held and used only if the
carrying amount is greater than the undiscounted cash flows it produces;
however, for all assets classified as held for sale, SFAS No. 144 requires that
depreciation on the assets ceases and that assets be measured at the lower of
carrying value or fair value, less cost to sell. Implementation of this standard
is not expected to have a material adverse effect on consolidated results of
operations, financial position or liquidity.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

See "Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations - CPChem Other."

                                       29
<Page>

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

<Table>
<S>                                                                                            <C>
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

CHEVRON PHILLIPS CHEMICAL COMPANY LLC

    Report of Management                                                                       31
    Report of Independent Auditors                                                             32
    Consolidated Statement of Operations
       for the year ended December 31, 2001 and
       the period July 1, 2000 (inception) through December 31, 2000                           33
    Consolidated Balance Sheet
       at December 31, 2001 and December 31, 2000                                              34
    Consolidated Statement of Members' Capital
       for the year ended December 31, 2001 and
       the period July 1, 2000 (inception) through December 31, 2000                           35
    Consolidated Statement of Cash Flows
       for the year ended December 31, 2001 and
       the period July 1, 2000 (inception) through December 31, 2000                           36
    Notes to Consolidated Financial Statements                                                 37
    Selected Quarterly Financial Data (Unaudited)                                              59
</Table>

The following financial information of Phillips Petroleum Company's Chemicals
Business and Chevron Chemical Company C Chem Business (the businesses
contributed to form Chevron Phillips Chemical Company LLC) is presented for
informational purposes only. The results of these contributed businesses
presented, when combined, are not intended to and do not represent pro forma
results of Chevron Phillips Chemical Company LLC, nor do the results necessarily
reflect results that would have been achieved had the contributed businesses
been combined for the periods presented.

<Table>
<S>                                                                                            <C>
PHILLIPS PETROLEUM COMPANY'S CHEMICALS BUSINESS

    Report of Independent Auditors                                                             60
    Combined Statement of Income
       for the six months ended June 30, 2000 and the year ended December 31, 1999             61
    Combined Statement of Cash Flows
       for the six months ended June 30, 2000 and the year ended December 31, 1999             62
    Combined Statement of Parent Company Investment
       and Accumulated Comprehensive Income
       for the six months ended June 30, 2000 and the year ended December 31, 1999             63
    Notes to Combined Financial Statements                                                     64

CHEVRON CHEMICAL COMPANY C CHEM BUSINESS

    Report of Independent Accountants                                                          74
    Combined Statement of Income
       for the six months ended June 30, 2000 and the year ended December 31, 1999             75
    Combined Statement of Changes in Owner's Net Investment
       for the six months ended June 30, 2000 and the year ended December 31, 1999             76
    Combined Statement of Cash Flows
       for the six months ended June 30, 2000 and the year ended December 31, 1999             77
    Notes to Combined Financial Statements                                                     78
</Table>

                                       30
<Page>

                              Report of Management

Management is responsible for the preparation and integrity of the accompanying
consolidated financial statements of Chevron Phillips Chemical Company LLC
(CPChem). The financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America and
include, where necessary, amounts that are based on management's best estimate
and judgment.

Management is also responsible for maintaining an internal control structure
designed to provide reasonable assurance that CPChem's assets are safeguarded
from unauthorized use and that transactions are recorded properly to permit the
preparation of accurate financial information. Such internal control structure
is based upon established policies and procedures and is monitored by an
internal audit department that conducts a program of internal audits and
independently assesses the effectiveness of internal controls. Management
believes that the system of internal controls in place at December 31, 2001
provides reasonable assurance that the books and records accurately reflect the
transactions of CPChem and there has been compliance with established policies
and procedures.

The Audit Committee of the Board of Directors meets regularly with members of
management, the internal auditors and the independent auditors to discuss the
adequacy of CPChem's internal controls, results of internal audits, the
independent auditors' findings and opinion, financial information and related
matters. Both the independent auditors and the internal auditors have free and
direct access to the Audit Committee, with and without management present.

<Table>
<S>                                     <C>                                  <C>
/s/ James L. Gallogly                   /s/ C. Kent Potter                   /s/ Greg G. Maxwell
---------------------                  -------------------                  --------------------
   James L. Gallogly                      C. Kent Potter                        Greg G. Maxwell
   President and Chief                    Senior Vice President                 Vice President
   Executive Officer                      and Chief Financial                   and Controller
                                          Officer
</Table>

   February 1, 2002

                                       31
<Page>

                         Report of Independent Auditors

To the Board of Directors of Chevron Phillips Chemical Company LLC:

We have audited the accompanying consolidated balance sheets of Chevron Phillips
Chemical Company LLC and subsidiaries (the Company) as of December 31, 2001 and
2000, and the related consolidated statements of operations, members' capital
and cash flows for the year ended December 31, 2001 and the period July 1, 2000
(inception) through December 31, 2000. Our audits also included the financial
statement schedule listed in the Index at Item 14(a). These financial statements
and schedule are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements and
schedule based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Chevron Phillips
Chemical Company LLC and subsidiaries at December 31, 2001 and 2000, and the
consolidated results of their operations and their cash flows for the year ended
December 31, 2001 and for the period July 1, 2000 (inception) through December
31, 2000 in conformity with accounting principles generally accepted in the
United States. Also, in our opinion, the related financial statement schedule,
when considered in relation to the basic financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.

/s/ Ernst & Young LLP

Houston, Texas
February 1, 2002

                                       32
<Page>

                      CHEVRON PHILLIPS CHEMICAL COMPANY LLC
                      Consolidated Statement of Operations

<Table>
<Caption>
                                                                                     July 1, 2000
                                                               Year ended        (inception) through
MILLIONS                                                   December 31, 2001       December 31, 2000
--------                                                   -----------------     -------------------
<S>                                                        <C>                   <C>
Revenue
  Net sales                                                      $5,871                  $3,402
  Equity in net loss of affiliates                                  (65)                     (3)
  Other income                                                      204                      64
                                                                 ------                  ------
      Total revenue                                               6,010                   3,463
                                                                 ------                  ------

Costs and Expenses
  Cost of goods sold                                              5,733                   3,171
  Selling, general and administrative                               509                     290
  Asset impairments                                                  44                     137
  Research and development                                           60                      23
                                                                 ------                  ------
      Total costs and expenses                                    6,346                   3,621
                                                                 ------                  ------

Loss Before Interest and Taxes                                     (336)                   (158)

  Interest income                                                     9                      10
  Interest expense                                                 (104)                    (65)
                                                                 ------                  ------

Loss Before Taxes                                                  (431)                   (213)

  Income taxes                                                      (49)                    (28)
                                                                 ------                  ------

Net Loss                                                         $ (480)                 $ (241)
                                                                 ======                  ======
</Table>

                 See Notes to Consolidated Financial Statements.

                                       33
<Page>

                      CHEVRON PHILLIPS CHEMICAL COMPANY LLC
                           Consolidated Balance Sheet

                                     ASSETS
<Table>
<Caption>
                                                                       December 31,
 MILLIONS                                                         2001              2000
 --------                                                         ----              ----
<S>                                                           <C>                <C>
Current assets
  Cash and cash equivalents                                   $       111     $         156
  Accounts receivable, net - trade                                    674               874
  Accounts receivable, net - affiliates                               108               137
  Inventories                                                         638               878
  Other current assets                                                 20                20
                                                              -----------     -------------
      Total current assets                                          1,551             2,065
                                                              -----------     -------------

Property, plant and equipment                                       7,550             7,636
Less: accumulated depreciation                                      3,582             3,507
                                                              -----------     -------------
      Net property, plant and equipment                             3,968             4,129
                                                              -----------     -------------

Investment in affiliates                                              259               336
Other assets and deferred charges                                      82               143
                                                              -----------     -------------

Total Assets                                                  $     5,860     $       6,673
                                                              ===========     =============

                        LIABILITIES AND MEMBERS' CAPITAL

Current liabilities
  Accounts payable - trade                                    $       335     $         649
  Accounts and note payable - affiliates                              114               196
  Accrued income and other taxes                                       57                43
  Accrued salaries, wages and benefits                                 89                17
  Secured borrowings                                                  199                 -
  Other current liabilities                                            26                 5
                                                              -----------     -------------
      Total current liabilities                                       820               910

Long-term debt                                                      1,507             1,784
Advance payable to member                                               -                35
Other liabilities and deferred credits                                 99               101
                                                              -----------     -------------

      Total liabilities                                             2,426             2,830

Members' capital                                                    3,450             3,849
Accumulated other comprehensive loss                                  (16)               (6)
                                                              -----------     -------------

Total Liabilities and Members' Capital                        $     5,860     $       6,673
                                                              ===========     =============
</Table>

                 See Notes to Consolidated Financial Statements.

                                       34
<Page>

                      CHEVRON PHILLIPS CHEMICAL COMPANY LLC
                   Consolidated Statement of Members' Capital

<Table>
<Caption>
                                                                             Accumulated
                                                                               Other
                                                            Members'        Comprehensive
MILLIONS                                                    Capital             Loss                 Total
--------                                                --------------     ----------------     --------------
<S>                                                     <C>                <C>                  <C>
Contributions from Members on July 1, 2000,
  net of Adjustments                                       $ 5,747              $  -                $ 5,747
                                                                                                    -------

  Net loss                                                    (241)                -                   (241)
  Foreign currency translation adjustments                       -                (6)                    (6)
                                                                                                    -------
      Total comprehensive loss                                   -                 -                   (247)
                                                                                                    -------
  Distributions to members                                  (1,692)                -                 (1,692)
  Member contributions                                          35                 -                     35
                                                           -------              ----                -------
Balance on December 31, 2000                                 3,849                (6)                 3,843
                                                           -------              ----                -------

  Net loss                                                    (480)                -                   (480)
  Foreign currency translation adjustments                       -               (10)                   (10)
                                                                                                    -------
      Total comprehensive loss                                   -                 -                   (490)
                                                                                                    -------
  Distributions to members                                     (20)                -                    (20)
  Member contributions                                         101                 -                    101
                                                           -------              ----                -------

Balance on December 31, 2001                               $ 3,450              $(16)               $ 3,434
                                                           =======              ====                =======
</Table>

                 See Notes to Consolidated Financial Statements.

                                       35
<Page>

                      CHEVRON PHILLIPS CHEMICAL COMPANY LLC
                      Consolidated Statement of Cash Flows

<Table>
<Caption>
                                                                                              July 1, 2000
                                                                         Year Ended       (inception) through
MILLIONS                                                             December 31, 2001      December 31, 2000
--------                                                             -----------------     ------------------
<S>                                                                  <C>                   <C>
Cash Flows From Operating Activities
  Net loss                                                                $(480)               $  (241)
  Adjustments to reconcile net loss to net cash flows
    provided by operating activities
      Depreciation, amortization and retirements                            381                    151
      Asset impairments                                                      44                    137
      Deferred income taxes                                                  44                     27
      Undistributed equity in losses of affiliates, net                      67                      3
                                                                          -----                -------
    Changes in operating working capital
      Decrease (increase) in accounts receivable                            238                    (65)
      Decrease (increase) in inventories                                    234                   (153)
      Decrease (increase) in other current assets                            (3)                     3
      Increase (decrease) in accounts payable                              (333)                   256
      Increase (decrease) in accrued income and other taxes                  13                     (8)
      Increase (decrease) in other current liabilities                       87                    (13)
                                                                          -----                -------
    Total changes in operating working capital                              236                     20
    Other operating cash flow activity                                       79                      1
                                                                          -----                -------
      Net cash flows provided by operating activities                       371                     98
                                                                          -----                -------

Cash Flows From Investing Activities
  Capital and investment expenditures                                      (291)                  (112)
  Decrease in investments                                                    27                      -
                                                                          -----                -------
      Net cash flows used in investing activities                          (264)                  (112)
                                                                          -----                -------

Cash Flows From Financing Activities
  Increase (decrease) in commercial paper, net                             (783)                 1,784
  Proceeds from the issuance of other long-term debt                        509                      -
  Increase in secured borrowings, net                                       199                      -
  Increase (decrease) in note payable to member, net                        (50)                    50
  Advance from member                                                         -                     70
  Contributions from members                                                  6                      -
  Distributions to members                                                  (20)                (1,692)
  Post-closing adjustments to members                                       (13)                  (117)
                                                                          -----                -------
      Net cash flows provided by (used in)
          financing activities                                             (152)                    95
                                                                          -----                -------

Net Increase (Decrease) in Cash and Cash Equivalents                        (45)                    81
Cash and Cash Equivalents at Beginning of Period                            156                     75
                                                                          -----                -------
Cash and Cash Equivalents at End of Period                                $ 111                $   156
                                                                          =====                =======
Supplemental Disclosures of Cash Flow Information
  Cash paid for interest                                                  $  88                $    16
                                                                          =====                =======
  Cash paid for income taxes                                              $   4                $     4
                                                                          =====                =======
</Table>

                 See Notes to Consolidated Financial Statements.

                                       36
<Page>

                      CHEVRON PHILLIPS CHEMICAL COMPANY LLC
                   Notes to Consolidated Financial Statements

<Table>
<Caption>
              Index                                                        Page
              -----                                                        ----
<S>                                                                         <C>
                1. Formation and Nature of Operations                       37
                2. Summary of Significant Accounting Policies               38
                3. Transactions with Affiliates                             40
                4. Business Interruption Insurance Settlement               41
                5. Inventories                                              41
                6. Investments                                              42
                7. Property, Plant and Equipment                            43
                8. Environmental Liabilities                                44
                9. Debt                                                     44
               10. Contingencies                                            46
               11. Credit Risk                                              46
               12. Operating Leases                                         46
               13. Benefit Plans                                            47
               14. Taxes                                                    49
               15. Segment and Geographic Information                       50
               16. Fair Values of Financial Instruments                     53
               17. Consolidating Financial Statements                       53
</Table>

Note 1. Formation and Nature of Operations

          On July 1, 2000, Chevron Corporation, now ChevronTexaco Corporation
          (ChevronTexaco), and Phillips Petroleum Company (Phillips) combined
          their worldwide chemicals and plastics businesses, excluding
          ChevronTexaco's Oronite additives business, into a new company,
          Chevron Phillips Chemical Company LLC. The company, through its
          subsidiaries, manufactures and markets a wide range of petrochemicals
          and plastics on a worldwide basis, with manufacturing facilities in
          existence or under construction in the United States, Puerto Rico,
          Singapore, China, South Korea, Saudi Arabia, Qatar, Mexico and
          Belgium. Chevron Phillips Chemical Company LLC is a limited liability
          company formed under Delaware law, owned 50% each by ChevronTexaco and
          Phillips (collectively, the members). For accounting purposes, the
          combination was accounted for on the historical basis of the assets
          and liabilities contributed.

          The company is governed by a Board of Directors currently comprised of
          six representatives under the terms of a limited liability company
          agreement. ChevronTexaco and Phillips each have two voting
          representatives, and the chief executive officer and the chief
          financial officer of CPChem are non-voting representatives. Certain
          major decisions and actions require the unanimous approval of the
          voting representatives.

                                       37
<Page>

Note 2. Summary of Significant Accounting Policies

          BASIS OF FINANCIAL STATEMENTS - The accompanying consolidated
          financial statements include the accounts of Chevron Phillips Chemical
          Company LLC and its wholly-owned subsidiaries (collectively,
          "CPChem"). All significant intercompany investments, accounts and
          transactions have been eliminated in consolidation. Investments in
          affiliates in which CPChem owns 20% to 50% of voting control are
          accounted for using the equity method. Other securities and
          investments, if any, are carried at the lower of cost or market.
          Certain amounts for prior periods have been reclassified in order to
          conform to the current reporting presentation.

          ESTIMATES, RISKS AND UNCERTAINTIES - The preparation of financial
          statements in conformity with accounting principles generally accepted
          in the United States requires management to make estimates and
          assumptions that affect the amounts reported in the financial
          statements and accompanying notes. Actual results could differ from
          these estimates and assumptions.

          Accounts receivable at December 31, 2001 is shown net of a $6 million
          allowance for estimated non-recoverable amounts and net of a $3
          million allowance at December 31, 2000.

          CPChem has manufacturing facilities in existence or under construction
          in the United States, Puerto Rico, Singapore, China, South Korea,
          Saudi Arabia, Qatar, Mexico and Belgium. There are varying degrees of
          risk and uncertainty in each of these countries. CPChem insures its
          business and assets against insurable risk in a manner it deems
          appropriate. Because of the diversity of CPChem, management believes
          that the risk of loss from noninsurable events in any one business or
          country would not have a material adverse effect on operations as a
          whole.

          REVENUE RECOGNITION - CPChem follows the guidance provided by the
          Securities and Exchange Commission (SEC) Staff Accounting Bulletin No.
          101, "Revenue Recognition in Financial Statements." Sales of
          petrochemicals, plastics, natural gas liquids and other items,
          including by-products, are recorded when title passes to the customer.
          Revenues from royalties for licensed technology are generally recorded
          based on volumes produced by the licensee. Sales are presented net of
          discounts and allowances. Freight costs billed to customers are
          recorded as a component of revenue.

          CASH AND CASH EQUIVALENTS - Cash equivalents are highly liquid
          short-term investments that are readily convertible to known amounts
          of cash and have original maturities of three months or less from date
          of purchase.

          INVENTORIES - Product inventories are valued at the lower of cost or
          market, aggregated at the segment level for dollar-value, last-in,
          first-out (LIFO) pools. For U.S. operations, cost is primarily
          determined using the LIFO method. Lower-of-cost-or-market write-downs
          for LIFO-valued inventory are considered temporary. For operations
          outside the United States, product inventories are valued using a
          combination of the first-in, first-out (FIFO) and weighted average
          methods. Materials and supplies inventories are carried at the lower
          of average cost or market.

          PROPERTY, PLANT AND EQUIPMENT - Property, plant and equipment (PP&E)
          is stated at cost. PP&E are assets, defined as property units, with an
          economic life beyond one year. Initial contributions of PP&E from
          ChevronTexaco and Phillips were recorded at their book values.
          Depreciation and amortization is computed using the straight-line
          method over the estimated future useful lives of the related assets.

                                       38
<Page>

          IMPAIRMENT OF ASSETS - Long-lived assets used in operations are
          assessed for possible impairment when changes in facts and
          circumstances indicate a potential significant deterioration in future
          cash flows projected to be generated by an asset group. Individual
          assets are grouped for impairment purposes at the lowest level for
          which there are identifiable cash flows that are largely independent
          of the cash flows of other groups of assets - generally at a product
          line level. If, upon review, the sum of the projected undiscounted
          pre-tax cash flows is less than the carrying value of the asset group,
          the carrying value is written down to estimated fair value. The fair
          values of impaired assets are determined based on quoted market prices
          in active markets, if available, or on the present value of projected
          future cash flows using discount rates commensurate with the risks
          involved in the asset group.

          The expected future cash flows used for impairment reviews and related
          fair value calculations are based on projected production and sales
          volumes, prices and costs, considering all available evidence at the
          date of review.

          MAINTENANCE AND REPAIRS - Maintenance and repair costs, including
          turnaround costs of major producing units, that are not considered to
          be significant improvements are expensed as incurred.

          RESEARCH AND DEVELOPMENT COSTS - Research and development costs are
          expensed as incurred.

          PROPERTY DISPOSITIONS - When complete units of depreciable property
          are retired or sold, the asset cost and related accumulated
          depreciation are eliminated, with any gain or loss reflected in
          income. When a portion of a unit of depreciable property is disposed
          of or retired, the difference between asset cost and salvage value is
          charged or credited to accumulated depreciation, with no recognition
          of gain or loss.

          ENVIRONMENTAL COSTS - Environmental expenditures are expensed or
          capitalized as appropriate, depending on future economic benefit.
          Expenditures that relate to an existing condition caused by past
          operations and that do not have future economic benefit are expensed.
          Liabilities for those expenditures are recorded on an undiscounted
          basis when environmental assessments or clean-ups are probable and the
          costs can be reasonably estimated. Expenditures that create future
          benefits or that contribute to future revenue generation are
          capitalized.

          CAPITALIZATION OF INTEREST - Interest costs incurred to finance
          projects of at least $75 million and that are longer than one year in
          duration are capitalized until commercial production begins.
          Capitalized interest is amortized over the life of the associated
          asset. Unamortized capitalized interest totaled $23 million at
          December 31, 2001 and $24 million at December 31, 2000. No interest
          costs were capitalized during 2001 or the period July 1, 2000 through
          December 31, 2000.

          INCOME TAXES - CPChem is treated as a flow-through entity for U.S.
          income tax purposes whereby each member is taxable on its respective
          share of income. However, CPChem is directly liable for U.S. and state
          income and franchise taxes on certain legal entities and for any
          foreign taxes incurred. CPChem follows the liability method of
          accounting for these income taxes.

          COMPREHENSIVE LOSS - CPChem's only item of other comprehensive loss
          resulted from the translation into U.S. dollars of the financial
          statements of foreign subsidiaries and corporate joint ventures whose
          functional currencies are not the U.S. dollar.

          ACCOUNTING PRONOUNCEMENTS - Statement of Financial Accounting
          Standards (SFAS) No. 133, "Accounting for Derivative Instruments and
          Hedging Activities," as amended, was implemented effective January 1,
          2001. Implementation of this standard had no material effect on
          consolidated results of operations, financial position or liquidity,
          as CPChem generally does not use derivative instruments.

                                       39
<Page>

          In June 2001, the Financial Accounting Standards Board issued SFAS No.
          143, "Accounting for Asset Retirement Obligations," which addresses
          the accounting and reporting requirements for legal obligations
          associated with the retirement of long-lived assets. This standard
          requires that a liability for an asset retirement obligation, measured
          at fair value, be recognized in the period in which it is incurred if
          a reasonable estimate of fair value is determinable. That initial fair
          value is capitalized as part of the carrying amount of the long-lived
          asset and subsequently depreciated. The liability is adjusted each
          year for accretion, with a charge to the statement of operations. SFAS
          No. 143 will become effective for CPChem beginning January 1, 2003.
          CPChem is currently reviewing the new standard to determine what
          impact, if any, that implementation of this standard will have on
          consolidated results of operations and financial position.

          CPChem adopted SFAS No. 144, "Accounting for the Impairment or
          Disposal of Long-Lived Assets," effective January 1, 2002. This new
          standard supersedes SFAS No. 121, "Accounting for the Impairment of
          Long-Lived Assets and for Long-Lived Assets to Be Disposed Of," and
          the accounting and reporting provisions for the disposal of a segment
          of a business from Accounting Principles Board Opinion No. 30,
          "Reporting the Results of Operations - Reporting the Effect of
          Disposal of a Segment of a Business, and Extraordinary, Unusual and
          Infrequently Occurring Events and Transactions." SFAS No. 144 retains
          the requirements of SFAS No. 121 to recognize an impairment loss as
          the difference between the carrying value and the fair value for
          assets to be held and used only if the carrying amount is greater than
          the undiscounted cash flows it produces; however, for all assets
          classified as held for sale, SFAS No. 144 requires that depreciation
          on the assets ceases and that the assets be measured at the lower of
          carrying value or fair value, less cost to sell. Implementation of
          this standard is not expected to have a material adverse effect on
          consolidated results of operations, financial position or liquidity.

Note 3. Transactions with Affiliates

          Significant transactions with affiliated parties were as follows:

<Table>
<Caption>
                                                                                July 1, 2000
                                                            Year ended      (inception) through
               MILLIONS                                  December 31, 2001    December 31, 2000
               --------                                  -----------------    -----------------
               <S>                                           <C>                   <C>
               Net sales (a)                                 $       799           $     412
               Other income                                           22                  14
               Cost of goods sold (b,c)                            1,310                 923
               Selling, general and administrative (c)                64                 143
</Table>

          (a) CPChem sells ethylene residue gas to Phillips' crude oil refining
              operations, Specialty Chemicals and Plastics products and
              Aromatics by-products to ChevronTexaco, and feedstocks and various
              services to non-consolidated equity companies, all at prices that
              approximate market.

          (b) Phillips sells CPChem natural gas liquids feedstocks for olefins
              products, and provides common facility services such as steam
              generation, waste and water treatment, and warehouse facilities.
              CPChem purchases feedstocks from ChevronTexaco for the Aromax
              -Registered Trademark- and paraxylene units at Pascagoula,
              Mississippi. In addition, ChevronTexaco provides common facility
              and manufacturing services at the Pascagoula facility.

          (c) Phillips and ChevronTexaco provide various services to CPChem
              under transition services agreements.

                                       40
<Page>

          Services provided under the transition services agreements with
          ChevronTexaco and Phillips included various activities such as certain
          treasury, legal, accounting, human resource and building
          administration, and environmental services. Certain information
          technology support, research and development, engineering and
          construction services were also provided. The primary term of the
          transition services agreements is two years, but specific services can
          be canceled with 30 days notification. Substantially all staff
          services provided under the transition services agreements were
          discontinued in the first quarter of 2001.

          Due to an incident at Phillips' K-Resin -Registered Trademark-
          styrene-butadiene copolymer plant in March 2000 (before CPChem was
          formed), the K-Resin facility that was contributed to CPChem was
          idled. Under the contribution agreement, upon formation of CPChem,
          Phillips agreed to indemnify CPChem for all physical loss or damage,
          and repair to the facility. In addition, Phillips advanced CPChem $70
          million in 2000. Pursuant to the agreement, a certain portion of the
          advance would be re-characterized as a member contribution each month
          until the plant met a pre-established production threshold.
          Accordingly, $35 million of the advance was recorded as Member
          Contributions during the six months ended December 31, 2000, with the
          remainder of the advance included in Other Liabilities and Deferred
          Credits. During 2001, the remaining $35 million was recorded as Member
          Contributions. Beginning in January 2002, Phillips will contribute an
          additional $3.2 million per month, to a maximum of $38.4 million,
          until a pre-established production threshold is met. In addition,
          Phillips will remit additional contributions, to a maximum of $30
          million, should earnings from the K-Resin business fail to meet
          pre-established targets as agreed to, and as later amended, in the
          contribution agreement.

          CPChem borrowed $50 million from ChevronTexaco in December 2000 and an
          additional $50 million in February 2001 under a $100 million credit
          agreement. Both borrowings were repaid in March 2001 with proceeds
          from the issuance of private placement notes, and the credit agreement
          with ChevronTexaco was terminated.

Note 4. Business Interruption Insurance Settlement

          In June 2001, agreement was reached among Phillips and various
          insurers to settle the business interruption insurance claim
          associated with the March 2000 incident at CPChem's (formerly
          Phillips') Houston Chemical Complex K-Resin styrene-butadiene
          copolymer plant. After adjusting for previously accrued claims, CPChem
          recognized $113 million in Other Income as a special item in
          connection with the settlement.

Note 5. Inventories

          Inventories were as follows:

          <Table>
          <Caption>
                                                                        December 31,
          MILLIONS                                                  2001            2000
          --------                                                  ----            ----
          <S>                                                     <C>            <C>
          LIFO inventories
            Olefins and polyolefins products                      $    248       $     340
            Specialty chemicals and plastics products                  146             138
            Aromatics products                                          76             148
                                                                  --------       ---------
              Total LIFO inventories                                   470             626
                                                                  --------       ---------
          Non-LIFO inventories
            Olefins and polyolefins products                            60             110
            Specialty chemicals and plastics products                   47              41
            Aromatics products                                          17              65
                                                                  --------       ---------
              Total non-LIFO inventories                               124             216
                                                                  --------       ---------
          Materials, supplies and other                                 44              36
                                                                  --------       ---------
          Total inventories                                       $    638       $     878
                                                                  ========       =========
          </Table>

                                       41
<Page>

          A reserve was established in the fourth quarter of 2001 to adjust
          Aromatics' domestic dollar-value LIFO pool inventories to current net
          realizable value, resulting in a charge of approximately $25 million.
          This reserve is considered temporary and will be reversed should
          market conditions and prices improve in the future.

          The excess of replacement cost over book value of product inventories
          valued under the LIFO method was $29 million at December 31, 2001
          (including the dollar-value LIFO reserve) and $158 million at December
          31, 2000.

Note 6. Investments

          CPChem's investments in its affiliates, who are also engaged in the
          manufacturing and marketing of petrochemicals and plastics, are
          accounted for using the equity method. These investments consisted of
          the following:

<Table>
<Caption>
                                                                                           December 31,
          MILLIONS                                                    Ownership         2001          2000
          --------                                                    ---------         ----          ----
<S>                                                                    <C>            <C>          <C>
          Saudi Chevron Phillips Company                                 50 %         $    122     $     126
          K R Copolymer Co., Ltd.                                        60 %               47            59
          Chevron Phillips Singapore Chemicals (Private) Limited         50 %               43            55
          CPChem / BP Solvay Polyethylene joint venture                  50 %               21             -
          Shanghai Golden Phillips Petrochemical Co.                     40 %               16            13
          Phillips Sumika Polypropylene Company                          60 %               10            76
          Qatar Chemical Company Ltd. (Q-Chem)                           49 %                -             5
          Other                                                        Various               -             2
                                                                                      --------     ---------
            Total investments                                                         $    259     $     336
                                                                                      ========     =========
        </Table>

          ----------
          * Profit/loss sharing percentage.

          Phillips Sumika Polypropylene Company (Phillips Sumika) and K R
          Copolymer Co., Ltd. are not consolidated because CPChem does not have
          majority voting control of these entities.

          Dividends received from equity investments totaled $2 million in 2001.
          No dividends were received in the period July 1, 2000 through December
          31, 2000.

          CPChem and Solvay Polymers, Inc., now BP Solvay Polyethylene,
          announced in June 2001 plans for the construction of a
          700-million-pound-per-year, high-density polyethylene plant to be
          constructed at CPChem's Cedar Bayou facility. CPChem and BP Solvay
          Polyethylene will each own 50% of the plant, scheduled for start-up in
          late 2002.

          Qatar Chemical Company Ltd. (Q-Chem), a joint venture company, was
          formed in 1997 to develop a major petrochemical complex in Qatar in
          the Middle East at an estimated cost of $1.2 billion. Construction of
          the complex began in October 1999, with start-up scheduled for late
          2002. At December 31, 2001, $750 million had been drawn by Q-Chem
          under a bank financing agreement for the construction of the complex.
          CPChem is now required to fund any remaining construction costs,
          initial working capital requirements, and certain debt service and
          operating reserve fund requirements through advances under a
          subordinated loan agreement with Q-Chem. No funding occurred in 2001.
          In connection with the bank financing, the co-venturers agreed that if
          the complex is not completed by August 2003, each will make capital
          contributions on a pro rata, several basis to the extent necessary to
          cover bank financing service requirements including, if demanded,
          repayment of principal. This obligation may be extended for up to one
          year due to force majeure. After construction is completed, the bank
          financing is non-recourse with respect to the co-venturers. CPChem has
          also agreed to provide up to $75 million of credit support to Q-Chem
          for cash flow needs under a contingent support agreement after
          construction of the complex is completed.

                                       42
<Page>

          Aggregate summarized financial information for Phillips Sumika, a
          significant investment from time to time as defined by the SEC that is
          accounted for using the equity method, was as follows:

<Table>
<Caption>

                                                                          July 1, 2000
                                                    Year ended         (inception) through
                MILLIONS                         December 31, 2001       December 31, 2000
                --------                         -----------------     -------------------
                <S>                                 <C>                     <C>
                Revenues                            $    187                $   117
                Loss before income taxes                (176)                   (20)
                Net loss                                (176)                   (20)

<Caption>
                                                 December 31, 2001      December 31, 2000
                                                 -----------------      -----------------
                <S>                                 <C>                     <C>
                Current assets                      $     52                $    54
                Noncurrent assets                         66                    209
                Current liabilities                       85                     60
                Noncurrent liabilities                     -                      -
</Table>

          Phillips Sumika recorded a $137 million impairment charge in the
          fourth quarter of 2001. CPChem recorded $46 million of charges as
          equity in net loss of affiliates in the consolidated statement of
          operations representing its share of the impairment charge, adjusted
          for the difference between CPChem's carrying value of its investment
          in Phillips Sumika and CPChem's equity in its net assets.

          Aggregate summarized financial information for all other investments
          accounted for using the equity method was as follows:

<Table>
<Caption>
                                                                          July 1, 2000
                                                    Year ended        (inception) through
                MILLIONS                         December 31, 2001      December 31, 2000
                --------                         -----------------     ------------------
                <S>                                 <C>                     <C>
                Revenues                            $    631                $    414
                Income (loss) before
                   income taxes                           (9)                     26
                Net income (loss)                        (14)                     25
<Caption>
                                                 December 31, 2001      December 31, 2000
                                                 -----------------      -----------------
                <S>                                 <C>                     <C>
                Current assets                       $   236                $    316
                Noncurrent assets                      1,633                   1,333
                Current liabilities                      263                     271
                Noncurrent liabilities                 1,253                     984
</Table>

Note 7. Property, Plant and Equipment

          Property, plant and equipment was as follows:

<Table>
<Caption>
                                                                                December 31,
                MILLIONS                                                   2001             2000
                --------                                              ----------        ---------
                <S>                                                    <C>               <C>
                Olefins and polyolefins                                $    4,497        $   4,507
                Specialty chemicals and plastics                            1,531            1,477
                Aromatics                                                   1,326            1,516
                Other                                                         196              136
                                                                       ----------        ---------
                  Gross property, plant and equipment, at cost              7,550            7,636
                Accumulated depreciation                                    3,582            3,507
                                                                       ----------        ---------
                  Net property, plant and equipment                    $    3,968        $   4,129
                                                                       ==========        =========
</Table>

          Approximately $6.015 billion of gross property, plant and equipment at
          December 31, 2001 consisted of chemical plant assets depreciated on
          estimated useful lives of approximately 25 years. Other non-plant
          items, such as furniture, fixtures, buildings and automobiles, have
          estimated useful lives ranging from 5 to 45 years, with a weighted
          average of 28 years.

                                       43
<Page>

          CPChem recorded before-tax asset impairment charges totaling $44
          million in 2001. Of these charges, $42 million was recorded in the
          third quarter of 2001 related to the Puerto Rico facility, part of the
          Aromatics segment, which resulted from the outlook for future margin
          conditions. The present value of projected future cash flows was used
          to determine fair value. The remaining $2 million of impairment
          charges was recorded in the fourth quarter of 2001, related to a
          polyethylene pipe manufacturing facility that is part of the Olefins
          and Polyolefins segment.

          In addition to the impairment charges described above, CPChem recorded
          $104 million of charges during 2001 as depreciation expense, included
          as a component of Cost of Goods Sold, for permanent shutdowns in 2001
          of an ethylene unit at Sweeny, cyclohexane and benzene units in Puerto
          Rico, and a developmental reactor at the Houston Chemical Complex, as
          well as accelerated depreciation associated with the planned permanent
          shutdown in February 2002 of two particle loop reactors at the Orange
          polyethylene plant. The gross value of assets retired was $338
          million, with $247 million of associated accumulated depreciation.

          Before-tax asset impairment charges totaling $137 million were
          recorded in the period July 1, 2000 through December 31, 2000.
          Approximately $135 million of the charges related to the write-down of
          the Puerto Rico facility, resulting from the outlook for future margin
          conditions and a shift in strategic direction for the facility. The
          present value of projected future cash flows was used to determine
          fair value.

Note 8. Environmental Liabilities

          CPChem is subject to federal, state and local environmental laws and
          regulations that may result in obligations to mitigate or remove the
          effects on the environment of the placement, storage, disposal or
          release of certain chemical, mineral and petroleum substances at its
          sites. Accrued undiscounted environmental liabilities totaled $7
          million at December 31, 2001 and $8 million at December 31, 2000.
          Approximately $1 million of environmental expenses were paid in 2001.
          No environmental costs were accrued that were associated with
          discontinued or sold operations.

Note 9. Debt

          Long-term debt, net of applicable debt discounts, as shown on the
          consolidated balance sheet was as follows:

<Table>
<Caption>
                                                           December 31,
                MILLIONS                               2001            2000
                --------                               ----            ----
                <S>                                 <C>             <C>
                Commercial paper                    $   1,002       $   1,800
                7% notes due 2011                         500               -
                Other                                      11               -
                                                     --------       ---------
                   Subtotal                             1,513           1,800
                Unamortized debt discount                  (6)            (16)
                                                    ---------       ---------
                   Total                            $   1,507       $   1,784
                                                    =========       =========
</Table>

          CPChem has separate $700 million and $900 million revolving credit
          agreements with a syndicate of banks. The agreements expire in July
          2002 and July 2003, respectively. The July 2002 agreement, which
          replaced the previous $900 million 364-day revolving credit agreement
          that expired in July 2001, provides that CPChem may, at its option,
          extend the date of repayment by one year of any borrowings outstanding
          on July 1, 2002. Both facilities are used to support the commercial
          paper program. The agreements contain covenants and events of default
          typical of bank revolving credit facilities, such as restrictions on
          liens, with certain exceptions, and

                                       44
<Page>

          maintenance of ownership of CPChem by ChevronTexaco and Phillips of at
          least 50% in the aggregate. Provisions under these agreements are not
          considered restrictive to normal operations. The rates of interest of
          both existing agreements vary, depending on market rates and CPChem's
          long-term debt rating. There were no borrowings outstanding under any
          of the credit agreements at December 31, 2001 and 2000. CPChem had
          borrowed funds outstanding for one day during 2001 under the July 2003
          credit agreement. No borrowings were made under any of these credit
          agreements during the six months ended December 31, 2000. CPChem
          intends to request extensions of the expiration dates of the credit
          agreements or replace the existing agreements with new agreements with
          similar terms.

          Notes issued under CPChem's commercial paper program are in the tier-2
          commercial paper market with maturities of 90 days or less. These
          commercial paper borrowings are classified as Long-Term Debt on the
          consolidated balance sheet since CPChem's intent is to refinance or
          replace the obligations on a long-term basis and CPChem has the option
          to extend the date of repayment by one year of any borrowings
          outstanding on July 1, 2002 under the July 2002 credit agreement. The
          weighted average interest rate of commercial paper was 5.01% in 2001
          and 6.91% in 2000. The weighted average interest rate of commercial
          paper outstanding at December 31, 2001 and 2000 was 3.05% and 7.54%,
          respectively.

          On March 19, 2001, Chevron Phillips Chemical Company LLC (the "LLC")
          and its wholly-owned subsidiary, Chevron Phillips Chemical Company LP
          (the "LP"), jointly and severally issued $500 million of senior
          unsecured 7% notes in a private placement. The notes are due in March
          2011 and interest is payable semiannually, with the first interest
          payment paid on September 15, 2001. The notes contain certain
          covenants such as limitations on liens, sale/leaseback transactions,
          sales of assets and business combinations that CPChem does not
          consider to be restrictive to normal operations. Proceeds from this
          debt issuance were used to repay the notes payable to ChevronTexaco
          described below, to retire a portion of outstanding commercial paper
          obligations and for general corporate purposes. The LLC and the LP
          subsequently filed a joint registration statement on Form S-4 with the
          SEC, as amended and declared effective May 10, 2001, to register $500
          million of exchange notes with terms substantially identical to the
          private placement notes, except that the exchange notes are freely
          tradeable. Substantially all of the holders of the private placement
          notes tendered their notes for the registered exchange notes.

          In May 2001, CPChem entered into a trade receivables securitization
          agreement that expires in May 2002. The agreement allows CPChem to
          borrow up to $300 million for which CPChem grants a security interest
          in certain of its trade receivables as collateral for any amounts
          outstanding. As the receivables are collected by CPChem, borrowings
          under the agreement are reduced or security interests in new trade
          receivables are granted. Proceeds from the initial borrowing were used
          to reduce outstanding commercial paper obligations. At December 31,
          2001, $199 million of borrowings, classified as short-term, were
          outstanding under the trade receivables securitization agreement,
          secured by $313 million of trade receivables. The interest rate of
          these borrowings was 2.06% at December 31, 2001 and averaged 3.28%
          during 2001. CPChem intends to request an extension of the expiration
          date of the agreement to May 2003.

          CPChem borrowed $50 million from ChevronTexaco in December 2000 and an
          additional $50 million in February 2001 under a $100 million credit
          agreement. Both borrowings were repaid in March 2001 with proceeds
          from the issuance of the private placement notes described above, and
          the credit agreement with ChevronTexaco was terminated.

                                       45
<Page>

Note 10. Contingencies

          In the case of all known contingencies, CPChem records an undiscounted
          liability when the loss is probable and the amount is reasonably
          estimable. These liabilities are not reduced for potential insurance
          recoveries. If applicable, undiscounted receivables are recorded for
          probable insurance or other third-party recoveries. Based on currently
          available information, CPChem believes it is remote that future costs
          related to known contingent liabilities will exceed current accruals
          by an amount that would have a material adverse effect on consolidated
          results of operations, financial position or liquidity.

          As facts concerning contingencies become known, CPChem reassesses its
          position both with respect to accrued liabilities and other potential
          exposures. Estimates that are particularly sensitive to future change
          include legal matters and contingent liabilities for environmental
          remediation. Estimated future environmental remediation costs are
          subject to change due to such factors as the unknown magnitude of
          cleanup costs, prospective changes in laws and regulations, the
          unknown timing and extent of remedial actions that may be required and
          the determination of CPChem's liability in proportion to other
          responsible parties. Estimated future costs related to legal matters
          are subject to change as events occur and as additional information
          becomes available during the administrative and litigation process.

          CPChem is a party to a number of legal proceedings pending in various
          courts or agencies for which, in some instances, no provision has been
          made. While the final outcome of these proceedings cannot be predicted
          with certainty, CPChem believes that none of these proceedings, when
          resolved, will have a material adverse effect on consolidated results
          of operations, financial position or liquidity.

Note 11. Credit Risk

          Financial instruments that potentially subject CPChem to
          concentrations of credit risk consist primarily of cash equivalents
          and trade receivables. Cash equivalents are comprised of bank accounts
          and short-term investments with several financial institutions that
          have high credit ratings. CPChem's policy for short-term investments
          diversifies and limits exposure to credit risk. Trade receivables are
          dispersed among a broad customer base, both domestic and foreign,
          which results in limited concentrations of credit risk. CPChem
          maintains credit policies and procedures that minimize credit risk and
          exposures. Letters of credit or negotiated sales contracts are
          utilized when customer financial strength is considered insufficient.

Note 12. Operating Leases

          CPChem leases tank and hopper rail cars, computers, office buildings
          and other facilities and equipment. Total operating lease rental
          charges were $62 million for 2001 and $28 million for the period July
          1, 2000 through December 31, 2000. Aggregate future minimum lease
          payments under non-cancelable leases at December 31, 2001 were as
          follows:

<Table>
<Caption>
                    Year                    MILLIONS
                    ----                    --------
                 <S>                        <C>
                    2002                    $    40
                    2003                         33
                    2004                         28
                    2005                         26
                    2006                         19
                 Thereafter                     118
</Table>

                                       46
<Page>

Note 13. Benefit Plans

          Substantially all employees of CPChem are former employees of
          ChevronTexaco or Phillips. These individuals provided services to
          CPChem from July 1, 2000 (the formation date of CPChem) through
          December 31, 2000 pursuant to transition services agreements. See Note
          3 for further discussion. These individuals were covered by their
          respective former employers' employee benefit plans through December
          31, 2000 and became employees of CPChem on January 1, 2001. CPChem
          established its own benefit plans effective January 1, 2001, which
          included a health care and income protection benefit plan, a savings
          plan and retirement and retiree health care benefits plans. CPChem
          employees who were former employees of ChevronTexaco or Phillips
          received enhanced benefits in certain CPChem benefit plans, including
          credit for service while employees of ChevronTexaco or Phillips.

          PENSION AND OTHER POSTRETIREMENT HEALTH CARE

          CPChem's retirement plan is a defined benefit plan and applies to most
          U.S.-based employees. Eligible employees automatically participate in
          the plan and begin accruing benefits from January 1, 2001 or their
          first day of employment if employed after that date. Eligible
          employees become fully vested in their retirement benefits after five
          years of service with CPChem, including prior service with Phillips or
          ChevronTexaco or their affiliates. Retirement benefits are based on
          two types of credits: a career average pay benefit and cash balance
          account benefit. Both benefits are based on an employee's compensation
          over the years and the number of years that an employee is qualified
          to receive benefit credits. Pension costs are accrued and charged to
          expense on a current basis.

          CPChem also offers health care benefits to eligible employees, mostly
          U.S.-based, upon their retirement. A retiree flexible spending account
          is established by CPChem for eligible retirees and is funded by CPChem
          at the time of retirement based on years of service and marital
          status. Retirees may use funds in their account to purchase medical
          and/or dental coverage from CPChem or from private health care plans,
          or to pay eligible out-of-pocket health care expenses. Retirees'
          flexible spending accounts earn interest upon inception at
          market-based rates. Any changes in future health care cost rates for
          retirees would not impact future CPChem earnings as health care
          benefits for retirees are solely based on years of service and marital
          status.

          Net periodic benefit costs for the plans included the following
          components.

<Table>
<Caption>
                                                                                 2001
                                                                                 ----
                                                                         Pension       Other
                MILLIONS                                                 Benefits     Benefits
                --------                                                 --------     --------
                <S>                                                      <C>          <C>
                Service cost benefits earned during the year             $    16      $     2
                Interest cost on projected benefit obligations                14            3
                Expected return on plan assets                                (4)           -
                Amortization of prior service costs                           12            3
                Net actuarial gain                                            (1)           -
                                                                         --------     --------
                  Net periodic pension cost                              $    37      $     8
                                                                         ========     ========
</Table>

                                       47
<Page>

          The plans' funded status and related amounts were as follows:
<Table>
<Caption>
                                                                          December 31, 2001
                                                                         ---------------------
                                                                         Pension       Other
                MILLIONS                                                 Benefits     Benefits
                --------                                                 --------     --------
                <S>                                                      <C>          <C>
                Change in Benefit Obligation
                  Benefit obligation at beginning of year                $    186     $     48
                  Service cost                                                 16            2
                  Interest cost                                                14            3
                  Actuarial loss                                                5            1
                  Benefits paid                                                (2)          (3)
                                                                         --------     --------
                    Benefit obligation at end of year                         219           51
                                                                         --------     --------

                Change in Plan Assets
                  Fair value of plan assets at beginning of year               38            -
                  Actual return on plan assets                                  2            -
                  Employer contributions                                       26            3
                  Benefits paid                                                (2)          (3)
                                                                         --------     --------
                  Fair value of plan assets at end of year                     64            -
                                                                         --------     --------

                Funded Status of Plan
                  Excess obligation                                          (155)         (51)
                  Unrecognized net actuarial loss                               4            2
                  Unrecognized transition obligation                            1            -
                  Unrecognized prior service cost                             141           41
                                                                         --------     --------
                  Total recognized                                       $     (9)    $     (8)
                                                                         ========     ========

                Components of total recognized
                  Prepaid pension benefits                               $      5     $      -
                  Intangible asset                                             25            -
                  Accrued benefit liability                                   (39)          (8)
                                                                         --------     --------
                  Total recognized                                       $     (9)    $     (8)
                                                                         ========     ========
</Table>

          Included in the pension plans tables is an unfunded supplemental
          retirement plan covering key executives. The benefit obligation
          associated with this plan was $10 million at December 31, 2001. Also
          included are separate pension plans for employees of the Puerto Rico
          Core facility and employees of certain bargaining units within the
          Performance Pipe division of CPChem.

          The projected benefit obligation, accumulated benefit obligation and
          fair value of plan assets for pension plans with accumulated benefit
          obligations in excess of plan assets were $220 million, $96 million
          and $28 million, respectively.

          Weighted average rate assumptions used in determining estimated
          benefit obligations were as follows:

<Table>
<Caption>
                                                             December 31, 2001
                                                             -----------------
                                                            Pension        Other
                                                            Benefits      Benefits
                                                            --------      --------
                <S>                                           <C>           <C>
                Discount rate                                  7.3%         7.3%
                Expected return on plan assets                10.0            -
                Rate of increase in compensation levels        4.0            -
</Table>

                                       48
<Page>

          CONTRIBUTION PLANS

          Defined contribution plans are available for most employees, whereby
          CPChem matches a percentage of the employee's contribution. CPChem
          contributions to the plans were expensed and funded on a current
          basis, and totaled $13 million in 2001.

          TERMINATION BENEFITS

          Approximately $8 million was recorded in 2001 for employee termination
          benefits in connection with announced workforce reductions of 242
          positions at various locations. Approximately $7 million was recorded
          as Selling, General and Administrative expense and $1 million was
          recorded as Cost of Goods Sold. Termination benefits payable totaled
          $6 million at December 31, 2001.

Note 14. Taxes

          CPChem is treated as a flow-through entity for U.S. income tax
          purposes whereby each member is taxable on its respective share of
          income and losses. However, CPChem and its subsidiaries are directly
          liable for U.S. and state income taxes and franchise taxes on certain
          separate legal entities and for any foreign taxes incurred. CPChem has
          a U.S. subsidiary operating in Puerto Rico, Chevron Phillips Chemical
          Puerto Rico Core Inc. (Puerto Rico Core), which is subject to U.S.
          federal income tax, but has been granted an exemption from certain
          Puerto Rico taxes, including income taxes. All Puerto Rico Core tax
          exemptions expire in 2002. Limited tax reduction agreements also exist
          in South Korea, China, Saudi Arabia and Qatar. CPChem is subject to
          state income tax in certain jurisdictions.

          Income tax expense in 2001 consisted of $5 million of current foreign
          taxes and $44 million of deferred U.S. federal income taxes. Income
          tax expense for the period July 1, 2000 through December 31, 2000
          consisted of $1 million of current foreign taxes and $27 million of
          deferred U.S. federal income taxes.

          Deferred income tax assets and liabilities follow:

<Table>
<Caption>
                                                                            December 31,
                MILLIONS                                                2001        2000
                --------                                              -------       -------
                <S>                                                  <C>            <C>
                Deferred income tax assets
                  U.S.                                               $    175       $   136
                  Foreign                                                   1             2
                                                                      -------       -------
                    Gross deferred income tax assets                      176           138
                  Valuation allowance                                    (175)          (92)
                                                                      -------       -------
                    Deferred income tax assets                              1            46
                Deferred tax liabilities - foreign                         (2)           (2)
                                                                      -------       -------
                Net deferred income tax assets (liabilities)         $     (1)      $    44
                                                                      =======       =======
</Table>

                                       49
<Page>

          At December 31, 2001, the deferred tax assets of Puerto Rico Core were
          fully offset by valuation allowances. A valuation allowance of $92
          million was initially established in December 2000. The valuation
          allowance reduced deferred tax assets of Puerto Rico Core net
          operating loss carryforwards and tax depreciation differences to
          amounts that would more likely than not be realized. During 2001, the
          valuation allowance was increased by $83 million so that the total
          valuation allowance relating to Puerto Rico Core deferred tax assets
          totaled $175 million at December 31, 2001. Approximately $44 million
          of the increase related to the deferred tax assets balance at December
          31, 2000 of Puerto Rico Core. The increase in the valuation allowance
          in 2001 was necessitated, in part, by the Phillips merger with Tosco
          Corporation in September 2001, which triggered regulatory limitations
          on the future utilization of pre-merger Puerto Rico Core net operating
          losses. The valuation allowance was also increased in 2001 as a result
          of a change in the outlook for future margin conditions. Other
          uncertainties that may affect the realization of these assets include
          tax law changes and the future profitability of operations.

          Net deferred income tax assets and liabilities related to the
          following:

<Table>
<Caption>
                                                                          December 31,
                MILLIONS                                             2001             2000
                --------                                             ----             ----
<S>                                                                 <C>            <C>
                Deferred income tax assets
                  Loss carryforward (expires 2011- 2021)            $      126     $       89
                  Depreciation and amortization                             45             42
                  Foreign and other                                          5              7
                                                                    ----------     ----------
                    Gross deferred income tax assets                       176            138
                  Valuation allowance                                     (175)           (92)
                                                                    ----------     ----------
                  Deferred income tax assets                                 1             46
                Deferred tax liabilities - foreign                          (2)            (2)
                                                                    ----------     ----------
                Net deferred income tax assets (liabilities)        $       (1)    $       44
                                                                    ==========     ==========
</Table>

Note 15. Segment and Geographic Information

          CPChem's reporting structure is based on the grouping of similar
          products, resulting in the following three operating segments at
          December 31, 2001 and 2000:

          OLEFINS AND POLYOLEFINS - This segment gathers, buys, sells and
          fractionates natural gas liquids, and manufactures and markets olefins
          products such as ethylene and propylene. This segment also
          manufactures and markets polyolefin products such as polyethylene,
          polypropylene and polyethylene pipe. CPChem's five olefin and
          polyethylene production facilities are located in Texas. CPChem has 10
          domestic pipe facilities and two pipe fittings facilities in the U.S.,
          and one pipe facility in Mexico. CPChem also owns equity interests in
          a polypropylene facility at the Houston Chemical Complex in Pasadena,
          Texas, polyethylene facilities in Singapore and China, and a
          polyethylene pipe facility in Mexico. A major ethylene, polyethylene
          and hexene-1 facility, in which CPChem has a 49% equity interest, is
          under construction in Qatar, and a high-density polyethylene plant of
          which CPChem has a 50% interest, is under construction at CPChem's
          Cedar Bayou facility in Baytown, Texas.

          AROMATICS - This segment manufactures and markets aromatics products
          such as styrene, paraxylene and cyclohexane. Major production
          facilities are located in Mississippi, Louisiana, Texas and Puerto
          Rico. CPChem also owns an equity interest in an aromatics facility in
          Saudi Arabia.

                                       50
<Page>

          SPECIALTY CHEMICALS AND PLASTICS - This segment manufactures and
          markets a variety of specialty products such as K-Resin
          styrene-butadiene copolymer, normal alpha olefins and polystyrene.
          Major U.S. production facilities are located in Texas and Ohio, with
          other operations located in Belgium and China. CPChem also owns an
          equity interest in a K-Resin facility in South Korea.

          "Other" or "Corporate" includes items not directly attributable to
          CPChem's operating segments. Interest expense and income are generally
          retained within the Corporate segment, as are special charges related
          to domestic workforce reductions.

          Geographic information was as follows. Net sales was determined based
          on location of the operation generating the sale.

<Table>
<Caption>

                                                         United         Foreign
                MILLIONS                                 States        Countries        Total
                --------                                 ------        ---------        -----
<S>                                                      <C>              <C>         <C>
                NET SALES - EXTERNAL
                  Year ended December 31, 2001           $ 5,244          $ 627       $ 5,871
                  July 1, 2000 (inception)
                     through December 31, 2000             3,146            256         3,402

                INVESTMENTS
                  December 31, 2001                           31            228           259
                  December 31, 2000                           77            259           336

                PROPERTY, PLANT & EQUIPMENT, NET
                  December 31, 2001                        3,837            131         3,968
                  December 31, 2000                        3,992            137         4,129
</Table>

          Financial information by segment follows. Inter-segment transactions
          are billed at prevailing market rates.

<Table>
<Caption>
                                                                             Specialty
                                                  Olefins &                  Chemicals        Corporate
          MILLIONS                               Polyolefins    Aromatics    & Plastics        & Other       Consolidated
          --------                               -----------    ---------    ----------       ---------      ------------
<S>                                            <C>             <C>           <C>             <C>            <C>
          INVESTMENTS IN EQUITY AFFILIATES
            December 31, 2001                    $      90      $    122     $      47        $      -       $      259
            December 31, 2000                          150           127            59               -              336

          TOTAL ASSETS
            December 31, 2001                        3,106         1,043         1,463             248            5,860
            December 31, 2000                        3,568         1,355         1,529             221            6,673

          CAPITAL & INVESTMENT EXPENDITURES
            Year ended December 31, 2001               130            68            74              19              291
            July 1, 2000 (inception)
              through December 31, 2000        Not available   Not available Not available   Not available          112

</Table>

                                       51
<Page>

<Table>
<Caption>

                                                                         Specialty      Corporate,
 MILLIONS                                      Olefins &                 Chemicals        Other &
 --------                                    Polyolefins                & Plastics     Eliminations
 YEAR ENDED DECEMBER 31, 2001                   (O&P)       Aromatics     (SC&P)         (Other)      Consolidated
 ----------------------------                -----------    ---------   -----------    -------------  ------------
 <S>                                           <C>          <C>           <C>             <C>          <C>
 Net sales -- external                         $  3,431     $  1,349      $   1,091       $     -      $  5,871
 Net sales -- inter-segment                         428          277             30          (735)            -
 Equity in income (loss) of affiliates              (76)          (4)            15             -           (65)(a)
 Other income                                        39           12            153             -           204 (b)
                                               --------     --------      ---------       -------      --------
  Total revenue                                   3,822        1,634          1,289          (735)        6,010
 Operating and selling costs                      3,795        1,726          1,108          (708)        5,921 (c)
 Depreciation and amortization                      247           75             57             2           381 (d)
 Asset impairments                                    2           42              -             -            44 (e)
                                               --------     --------      ---------       -------      --------
 Income (loss) before interest & taxes             (222)        (209)           124           (29)         (336)
 Interest income (expense), net                       -            -              3           (98)          (95)
 Income tax benefit (expense)                         1          (44)            (6)            -           (49)(f)
                                               --------     --------      ---------       -------      --------
 Net income (loss)                             $   (221)    $   (253)     $     121       $  (127)     $   (480)
                                               ========     ========      =========       =======      ========

   JULY 1, 2000 (INCEPTION)
 THROUGH DECEMBER 31, 2000
 -------------------------
 Net sales -- external                         $  1,915     $    949      $     538       $     -     $   3,402
 Net sales -- inter-segment                         242           90             12          (344)            -
 Equity in income (loss) of affiliates              (12)           7              2             -            (3)
 Other income                                        28            -             36             -            64 (g)
                                               --------     --------      ---------       -------      --------
   Total revenue                                  2,173        1,046            588          (344)        3,463
 Operating and selling costs                      2,035        1,066            539          (307)        3,333 (h)
 Depreciation and amortization                       90           22             39             -           151 (i)
 Asset impairments                                    -          135              -             2           137 (j)
                                               --------     --------      ---------       -------      --------
 Income (loss) before interest & taxes               48         (177)            10           (39)         (158)
 Interest income (expense), net                       1            -              -           (56)          (55)
 Income taxes                                        (1)         (25)            (2)            -           (28)(k)
                                               --------     --------      ---------       -------      --------
 Net income (loss)                             $     48     $   (202)     $       8       $   (95)     $   (241)
                                               ========     ========      =========       =======      ========
</Table>

(a)  Includes $43 million of net special charges, mostly CPChem's share (O&P) of
     an impairment charge recorded by an equity investment.

(b)  Includes $117 million of net special credits, primarily a $113 million net
     benefit (SC&P) recorded in connection with the settlement of a business
     interruption insurance claim.

(c)  Includes $72 million of various net special charges - $30 million in O&P,
     $4 million in Aromatics, $30 million in SC&P and $8 million in Other.

(d)  Includes $111 million of net special charges, primarily accelerated
     depreciation and asset retirements totaling $86 million in O&P and $18
     million in Aromatics.

(e)  The $44 million of special charges for impairments relates mostly to
     impairment of Puerto Rico assets.

(f)  Includes a special charge of $44 million for an increase in the valuation
     allowance for deferred tax assets in Aromatics.

(g)  Includes $9 million in various special credits in O&P.

(h)  Includes $29 million in various special charges, primarily in O&P
     ($16 million) and Other ($9 million).

(i)  Includes $14 million in special charges in SC&P for the retirement of a
     normal alpha olefins unit.

(j)  The $137 million of special charges for impairments relates mostly to
     impairment of Puerto Rico assets.

(k)  Includes a special charge of $45 million for an increase in the valuation
     allowance for deferred tax assets in Aromatics.

                                       52
<Page>

Note 16. Fair Values of Financial Instruments

         The carrying amounts of cash and cash equivalents, trade and affiliated
         receivables, and trade and affiliated payables approximate their
         estimated fair values. The carrying amount of secured borrowings
         outstanding also approximates fair value due to the short-term nature
         of the borrowings. Due to the variable interest rate features of the
         note payable to affiliate and the commercial paper outstanding, the
         carrying amounts of these instruments also approximate their fair
         values. The fair value at December 31, 2001 of the 7% notes due 2011
         was approximately $474 million based on quoted market prices.

Note 17. Consolidating Financial Statements

         Consolidating financial statements follow. This information is
         presented in accordance with SEC rules and regulations as they relate
         to the debt jointly and severally issued in 2001 by Chevron Phillips
         Chemical Company LLC and Chevron Phillips Chemical Company LP. See Note
         9 for further discussion.

         The LLC is the non-operating parent holding company. The LP is the
         primary U.S. operating company. "Other Entities" is principally
         comprised of foreign operations and the holding companies that have
         direct ownership of the LP. These consolidating financial statements
         were prepared using the equity method of accounting for investments.

                      Chevron Phillips Chemical Company LLC
                      Consolidating Statement of Operations
                      For the Year ended December 31, 2001

<Table>
<Caption>
                                                                            Other
         MILLIONS                                     LLC        LP        Entities    Eliminations     Total
         --------                                   -------    -------    ---------    ------------    -------
         <S>                                        <C>        <C>         <C>            <C>          <C>
         Revenue
           Net sales                                $     -    $ 5,583     $ 1,086        $ (798)      $ 5,871
           Equity in net loss of affiliates            (385)       (44)       (339)          703           (65)
           Other income                                   -        256          62          (114)          204
                                                    -------    -------     -------        ------       -------
               Total revenue                           (385)     5,795         809          (209)        6,010
                                                    -------    -------     -------        ------       -------
         Costs and Expenses
           Cost of goods sold                             -      5,495       1,029          (791)        5,733
           Selling, general and administrative            -        581          49          (121)          509
           Asset impairments                              -          -          44             -            44
           Research and development                       -         60           -             -            60
                                                    -------    -------      ------        ------       -------
               Total costs and expenses                   -      6,136       1,122          (912)        6,346
                                                    -------    -------      ------        ------       -------

         Loss Before Interest and Taxes                (385)      (341)       (313)          703          (336)

          Interest income                                 2          4           5            (2)            9
          Interest expense                              (97)        (3)         (6)            2          (104)
                                                    -------    -------     -------        ------       -------

         Loss Before Taxes                             (480)      (340)       (314)          703          (431)

          Income taxes                                    -         (1)        (48)            -           (49)
                                                    -------    -------     -------        ------       -------
         Net Loss                                   $  (480)   $  (341)    $  (362)       $  703       $  (480)
                                                    =======    =======     =======        ======       =======
</Table>

                                       53
<Page>

Note 17. Consolidating Financial Statements (continued)

                      Chevron Phillips Chemical Company LLC
                      Consolidating Statement of Operations
               July 1, 2000 (Inception) through December 31, 2000

<Table>
<Caption>
                                                                         Other
         MILLIONS                                    LLC        LP      Entities   Eliminations      Total
         --------                                  -------    -------   --------   ------------     -------
         <S>                                       <C>        <C>       <C>         <C>             <C>
         Revenue
           Net sales                               $     -    $ 3,424   $    908    $  (930)        $ 3,402
           Equity in net loss of affiliates           (175)       (10)       (34)       216              (3)
           Other income                                  -         55         35        (26)             64
                                                   -------    -------   --------    -------         -------
               Total revenue                          (175)     3,469        909       (740)          3,463
                                                   -------    -------   --------    -------         -------
         Costs and Expenses
           Cost of goods sold                            -      3,227        874       (930)          3,171
           Selling, general and administrative           1        264         51        (26)            290
           Asset impairments                             -          2        135          -             137
           Research and development                      -         23          -          -              23
                                                   -------    -------   --------    -------         -------
               Total costs and expenses                  1      3,516      1,060       (956)          3,621
                                                   -------    -------   --------    -------         -------

         Loss Before Interest and Taxes               (176)       (47)      (151)       216            (158)

           Interest income                               -          6          4          -              10
           Interest expense                            (65)         -          -          -             (65)
                                                   -------    -------   --------    -------         -------

         Loss Before Taxes                            (241)       (41)      (147)       216            (213)

          Income taxes                                   -          -        (28)         -             (28)
                                                   -------    -------   --------    -------         -------
         Net Loss                                  $  (241)   $   (41)  $   (175)   $   216         $  (241)
                                                   =======    =======   ========    =======         =======
</Table>

                                       54
<Page>

Note 17. Consolidating Financial Statements (continued)

                      Chevron Phillips Chemical Company LLC
                           Consolidating Balance Sheet
                                December 31, 2001

<Table>
<Caption>
                                                                       Other
    MILLIONS                                    LLC           LP      Entities  Eliminations       Total
    --------                                 --------      -------    --------  ------------     ---------
    <S>                                       <C>          <C>        <C>       <C>              <C>
    Current assets
     Cash and cash equivalents                $     -      $    71    $    40    $         -       $  111
     Accounts receivable, net                      37          944        543           (742)         782
     Inventories                                    -          541         97              -          638
     Other current assets                           -           17          3              -           20
                                             --------      -------    -------    -----------       ------
       Total current assets                        37        1,573        683           (742)       1,551

    Property, plant and equipment, net              -        3,681        287              -        3,968
    Investment in affiliates                    5,430           86      4,916        (10,173)         259
    Other assets and deferred charges               5           60         17              -           82
                                             --------      -------    -------    -----------       ------
    Total Assets                              $ 5,472      $ 5,400    $ 5,903    $   (10,915)      $5,860
                                             ========      =======    =======    ===========       ======

    Current liabilities
     Accounts payable                         $   516      $   472    $   203    $      (742)      $  449
     Secured borrowings                             -            -        199              -          199
     Other current liabilities                     10          142         20              -          172
                                             --------      -------    -------    -----------       ------
       Total current liabilities                  526          614        422           (742)         820

    Long-term debt                              1,496           11          -              -        1,507
    Other liabilities and deferred credits          -           87         12              -           99
                                             --------      -------    -------    -----------       ------
       Total liabilities                        2,022          712        434           (742)       2,426

    Members' capital                            3,450        4,688      5,485        (10,173)       3,450
    Accumulated other comprehensive loss            -            -        (16)             -          (16)
                                             --------      -------    -------    -----------       ------
    Total Liabilities and Members' Capital    $ 5,472      $ 5,400    $ 5,903    $   (10,915)      $5,860
                                             ========      =======    =======    ===========       ======
</Table>

                                       55
<Page>

Note 17. Consolidating Financial Statements (continued)

                      Chevron Phillips Chemical Company LLC
                           Consolidating Balance Sheet
                                December 31, 2000

<Table>
<Caption>
                                                                     Other
    MILLIONS                                    LLC         LP      Entities   Eliminations      Total
    --------                                  -------    -------    --------   ------------     -------
    <S>                                       <C>         <C>       <C>         <C>             <C>
    Current assets
     Cash and cash equivalents                $     -    $    75    $    81    $       -        $   156
     Accounts receivable, net                      12      1,017        252         (270)         1,011
     Inventories                                    -        736        142            -            878
     Other current assets                           1         15          4            -             20
                                              -------    -------    -------    ---------        -------
       Total current assets                        13      1,843        479         (270)         2,065

    Property, plant and equipment, net              -      3,464        665            -          4,129
    Investment in affiliates                    5,776         76      4,802      (10,318)           336
    Other assets and deferred charges               1         81         61            -            143
                                              -------    -------    -------    ---------        -------
    Total Assets                              $ 5,790    $ 5,464    $ 6,007    $ (10,588)       $ 6,673
                                              =======    =======    =======    =========        =======

    Current liabilities
     Accounts payable                         $    72    $   774    $   219    $    (270)       $   795
     Note payable to member                        50          -          -            -             50
     Other current liabilities                      -         62          3            -             65
                                              -------    -------    -------    ---------        -------
       Total current liabilities                  122        836        222         (270)           910

    Long-term debt                              1,784          -          -            -          1,784
    Other liabilities and deferred credits         35         86         15            -            136
                                              -------    -------    -------    ---------        -------
       Total liabilities                        1,941        922        237         (270)         2,830

    Members' capital                            3,849      4,542      5,776      (10,318)         3,849
    Accumulated other comprehensive loss            -          -         (6)           -             (6)
                                              -------    -------    -------    ---------        -------
    Total Liabilities and Members' Capital    $ 5,790    $ 5,464    $ 6,007    $ (10,588)       $ 6,673
                                              =======    =======    =======    =========        =======
</Table>

                                       56
<Page>

Note 17. Consolidating Financial Statements (continued)

                      Chevron Phillips Chemical Company LLC
                      Consolidating Statement of Cash Flows
                      For the Year ended December 31, 2001

<Table>
<Caption>
                                                                                   Other
MILLIONS                                                         LLC       LP     Entities  Eliminations     Total
--------                                                        -----    -----    --------  ------------    -------
<S>                                                             <C>      <C>        <C>          <C>         <C>
Cash Flows From Operating Activities
  Net loss                                                      $(480)   $(341)     $(362)       $ 703       $(480)
  Adjustments to reconcile net loss to net cash
   flows provided by (used in) operating activities
     Depreciation, amortization and retirements                     -      328         53            -         381
     Asset impairments                                              -        2         42            -          44
     Deferred income taxes                                          -        -         44            -          44
     Undistributed equity in losses of affiliates, net            385       44        341         (703)         67
     Changes in operating working capital                         446       37       (247)           -         236
     Other operating cash flow activity                           146       41       (108)           -          79
                                                                -----    -----      -----        -----       -----
         Net cash provided by (used in)
          operating activities                                    497      111       (237)           -         371
                                                                -----    -----      -----        -----       -----

Cash Flows From Investing Activities
  Capital and investment expenditures                               -     (281)       (10)           -        (291)
  Decrease (increase) in investments                             (134)       2       (128)         287          27
                                                                -----    -----      -----        -----       -----
         Net cash used in investing activities                   (134)    (279)      (138)         287        (264)
                                                                -----    -----      -----        -----       -----

Cash Flows From Financing Activities
 Decrease in commercial paper, net                               (783)       -          -            -        (783)
 Proceeds from the issuance of other long-term debt               497       12          -            -         509
 Increase in secured borrowings, net                                -        -        199            -         199
 Decrease in notes payable to member, net                         (50)       -          -            -         (50)
 Contributions from parents / members                               6      152        243         (395)          6
 Distributions to parents / members                               (20)       -       (108)         108         (20)
 Post-closing adjustments to members                              (13)       -          -            -         (13)
                                                                -----    -----      -----        -----       -----
         Net cash provided by (used in)
          financing activities                                   (363)     164        334         (287)       (152)
                                                                -----    -----      -----        -----       -----

Net Decrease in Cash and Cash Equivalents                           -       (4)       (41)           -         (45)
Cash and Cash Equivalents at Beginning of Year                      -       75         81            -         156
                                                                -----    -----      -----        -----       -----
Cash and Cash Equivalents at End of Year                        $   -    $  71      $  40        $   -       $ 111
                                                                =====    =====      =====        =====       =====
</Table>

                                       57
<Page>

Note 17. Consolidating Financial Statements (continued)

                      Chevron Phillips Chemical Company LLC
                      Consolidating Statement of Cash Flows
               July 1, 2000 (Inception) through December 31, 2000

<Table>
<Caption>
                                                                                    Other
MILLIONS                                                         LLC       LP      Entities   Eliminations     Total
--------                                                        ------   ------    --------  -------------    -------
<S>                                                             <C>      <C>        <C>          <C>            <C>
Cash Flows From Operating Activities
 Net loss                                                       $(241)   $ (41)     $(175)       $ 216          $(241)
 Adjustments to reconcile net loss to net cash
  flows provided by (used in) operating activities
    Depreciation, amortization and retirements                      -      125         26            -            151
    Asset impairments                                               -        2        135            -            137
    Undistributed equity in losses of affiliates, net             175       10         34         (216)             3
    Changes in operating working capital                           51        7        (38)           -             20
    Other operating cash flow activity                             (1)       1         28            -             28
                                                                -----    -----      -----        -----          -----
        Net cash provided by (used in)
         operating activities                                     (16)     104         10            -             98
                                                                -----    -----      -----        -----          -----

Cash Flows From Investing Activities
 Capital expenditures                                               -      (98)       (14)           -           (112)
 Increase in investments in affiliates                            (82)       -        (66)         148              -
                                                                -----    -----      -----        -----          -----
        Net cash used in investing activities                     (82)     (98)       (80)         148           (112)
                                                                -----    -----      -----        -----          -----

Cash Flows From Financing Activities
 Increase in commercial paper, net                              1,784        -          -            -          1,784
 Contributions from parent                                          -       66         82         (148)             -
 Distributions to members                                      (1,692)       -          -            -         (1,692)
 Other financing cash flow activity                                 6        -         (3)           -              3
                                                                -----    -----      -----        -----          -----
        Net cash provided by financing activities                  98       66         79         (148)            95
                                                                -----    -----      -----        -----          -----

Net Increase in Cash and Cash Equivalents                           -       72          9            -             81
Cash and Cash Equivalents at Beginning of Period                    -        3         72            -             75
                                                                -----    -----      -----        -----          -----
Cash and Cash Equivalents at End of Period                      $   -    $  75      $  81        $   -          $ 156
                                                                =====    =====      =====        =====          =====
</Table>

                                       58
<Page>

                      Chevron Phillips Chemical Company LLC
                        Selected Quarterly Financial Data
                                   (Unaudited)

<Table>
<Caption>
      MILLIONS                                Income (Loss)
      --------                    Net        Before Interest       Net Income
      2001                       Sales          and Taxes            (Loss)
      ----                       -----      ----------------      ------------
      <S>                        <C>              <C>               <C>
      First quarter              $ 1,825          $  (87)           $ (118)
      Second quarter               1,521              58                30
      Third quarter                1,367            (101)             (167)
      Fourth quarter               1,158            (206)             (225)
                                 -------          ------            ------
       Total                     $ 5,871          $ (336)           $ (480)
                                 =======          ======            ======

<Caption>
      2000
      ----
      <S>                        <C>              <C>               <C>
      Third quarter              $ 1,785          $   66            $   47
      Fourth quarter               1,617            (224)             (288)
                                 -------          ------            ------
       Total                     $ 3,402          $ (158)           $ (241)
                                 =======          ======            ======
</Table>

Income (loss) before interest and taxes in 2001 included special charges
(credits) of $17 million, $(81) million, $50 million and $167 million in the
first through fourth quarters, respectively. In addition, net income (loss)
included a $44 million special charge in the third quarter of 2001 related to
income taxes. Income (loss) before interest and taxes in 2000 included $15
million of special charges in the third quarter and $156 million in the fourth
quarter. In addition, net loss for the fourth quarter of 2000 included a $45
million special charge related to income taxes. See Part I -- Item 7.
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and "Notes to Consolidated Financial Statements" for further
discussions.

The following financial information of Phillips Petroleum Company's Chemicals
Business and Chevron Chemical Company C Chem Business (the businesses
contributed to form Chevron Phillips Chemical Company LLC) is presented for
informational purposes only. The results of these contributed businesses
presented, when combined, are not intended to and do not represent pro forma
results of Chevron Phillips Chemical Company LLC, nor do the results necessarily
reflect results that would have been achieved had the contributed businesses
been combined for the periods presented.

                     Other Selected Quarterly Financial Data
                                   (Unaudited)

<Table>
<Caption>
                           Phillips Petroleum Company's                Chevron Chemical Company
                               Chemicals Business                           C Chem Business
                       -------------------------------------    ---------------------------------------
MILLIONS                               Income                                       Income
--------                           Before Interest     Net                      Before Interest    Net
2000                       Sales      and Taxes      Income        Sales          and Taxes       Income
----                      -------  --------------    ------      --------       ---------------   ------
<S>                       <C>          <C>            <C>        <C>               <C>            <C>
First quarter             $ 1,131      $   42         $ 27       $    898          $   70         $  44
Second quarter              1,107          91           57            936              80            52
                          -------      ------         ----       --------          ------         -----
   Total                  $ 2,238      $  133         $ 84       $  1,834          $  150         $  96
                          =======      ======         ====       ========          ======         =====
</Table>

                                       59
<Page>

                         Report of Independent Auditors

The Board of Directors
Phillips Petroleum Company

We have audited the accompanying combined statements of income, parent company
investment and accumulated comprehensive income, and cash flows of Phillips
Petroleum Company's Chemicals Business for the six months ended June 30, 2000
and the year ended December 31, 1999. These financial statements are the
responsibility of the company's Management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by Management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the combined results of operations and cash flows of
Phillips Petroleum Company's Chemicals Business for the six months ended June
30, 2000 and the year ended December 31, 1999, in conformity with accounting
principles generally accepted in the United States.

                                               /s/ ERNST & YOUNG LLP

                                               ERNST & YOUNG LLP

Tulsa, Oklahoma
February 22, 2001

                                       60
<Page>

                 PHILLIPS PETROLEUM COMPANY'S CHEMICALS BUSINESS
                          Combined Statement of Income

<Table>
<Caption>
                                               Six Months Ended         Year Ended
MILLIONS OF DOLLARS                             June 30, 2000        December 31, 1999
-------------------                            ----------------      -----------------
<S>                                               <C>                  <C>
REVENUES
Sales and other operating revenues                  $2,238                 $3,117
Equity in earnings of affiliated companies              33                     31
Other revenues                                          17                     23
                                                    ------                 ------
 Total Revenues                                      2,288                  3,171
                                                    ------                 ------

COSTS AND EXPENSES
Purchased products                                   1,620                  1,916
Operating expenses                                     313                    601
Selling, general and administrative expenses           144                    276
Depreciation and amortization                           57                    103
Taxes other than income taxes                           20                     37
Foreign currency transaction losses                      1                      1
                                                    ------                 ------
  Total Costs and Expenses                           2,155                  2,934
                                                    ------                 ------

Income before income taxes                             133                    237

Provision for income taxes                              49                     90
                                                    ------                 ------

NET INCOME                                          $   84                 $  147
                                                    ======                 ======
</Table>

See Notes to Combined Financial Statements.

                                       61
<Page>

                 PHILLIPS PETROLEUM COMPANY'S CHEMICALS BUSINESS
                        Combined Statement of Cash Flows

<Table>
<Caption>
                                                   Six Months Ended      Year Ended
MILLIONS OF DOLLARS                                  June 30, 2000    December 31, 1999
-------------------                               ------------------  -----------------
<S>                                                      <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income                                               $  84               $ 147
Adjustments to reconcile net income to net
 cash provided by operating activities
    Non-working capital adjustments
      Depreciation and amortization                         57                 103
      Deferred taxes                                         7                  31
      Other                                                (33)                  5
    Working capital adjustments
      Increase in accounts receivable                      (36)               (142)
      Increase in inventories                              (28)                (21)
      Decrease in prepaid expenses and
       other current assets                                  7                  12
      Increase in accounts payable                          81                  50
      Decrease in taxes and other accruals                  (7)                 (3)
                                                         -----               -----
Net Cash Provided by Operating Activities                  132                 182
                                                         -----               -----

CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures                                       (41)               (105)
Advances to affiliated companies                           (64)                  -
Investment purchases                                       (24)                  -
Proceeds from asset dispositions                             1                   2
Proceeds from property insurance                            14                   -
                                                         -----               -----
Net Cash Used for Investing Activities                    (114)               (103)
                                                         -----               -----

CASH FLOWS FROM FINANCING ACTIVITIES
Net cash change in parent company advances                 (18)                (79)
                                                         -----               -----
Net Cash Used for Financing Activities                     (18)                (79)
                                                         -----               -----

NET CHANGE IN CASH AND CASH EQUIVALENTS
Cash and cash equivalents at beginning of period             -                   -
                                                         -----               -----

Cash and Cash Equivalents at End of Period               $   -               $   -
                                                         =====               =====
</Table>

See Notes to Combined Financial Statements.

                                       62
<Page>

                 PHILLIPS PETROLEUM COMPANY'S CHEMICALS BUSINESS
               Combined Statement of Parent Company Investment and
                        Accumulated Comprehensive Income

<Table>
<Caption>
MILLIONS OF DOLLARS
-------------------
<S>                                                 <C>         <C>
Parent company investment and accumulated
 comprehensive income at December 31, 1998                      $ 2,329

Net income                                          $ 147
Foreign currency translation adjustments              (15)
                                                    -----
Comprehensive income                                                132
Net change in parent company advances                               (34)
                                                                -------

Parent company investment and accumulated
 comprehensive income at December 31, 1999                        2,427

Net income                                             84
Foreign currency translation adjustments               (5)
                                                    -----
Comprehensive income                                                 79
Net change in parent company advances                               (40)
                                                                -------

Parent company investment and accumulated
 comprehensive income at June 30, 2000                          $ 2,466
                                                                =======
</Table>

See Notes to Combined Financial Statements.

                                       63
<Page>

                 PHILLIPS PETROLEUM COMPANY'S CHEMICALS BUSINESS
                     Notes to Combined Financial Statements

NOTE 1 - ACCOUNTING POLICIES

BASIS OF FINANCIAL STATEMENTS - These financial statements represent Phillips
Petroleum Company's (Phillips or the parent company) worldwide chemicals
business and include certain natural gas liquids and pipeline operations
(hereinafter collectively referred to as Chemicals). The financial statements
are presented as if Chemicals had existed as an entity separate from Phillips
during the periods presented. Chemicals is not and was not a separate legal
entity during the periods presented. References to Chemicals are to "Phillips
Petroleum Company, with respect to its chemicals business." Phillips charges
Chemicals a portion of its corporate support costs, including engineering,
legal, treasury, planning, environmental, tax, auditing, information technology,
research and development and other corporate services, based on usage, actual
costs or other allocation methods considered reasonable by Phillips' Management.

Chemicals manufactures and markets petrochemicals and plastics on a worldwide
basis, with manufacturing facilities in the United States, Puerto Rico,
Singapore, China, Mexico, South Korea and Belgium. Key products manufactured
include ethylene, propylene, polyethylene, polypropylene, K-Resin -Registered
Trademark- styrene-butadiene copolymer, paraxylene, Ryton -TM- polyphenylene
sulfide, and polyethylene pipe. Chemicals also fractionates and markets natural
gas liquids.

On February 7, 2000, Phillips announced that it had signed a letter of intent to
form a 50/50 joint venture with Chevron Corporation combining the two companies'
worldwide chemicals businesses, excluding Chevron's Oronite additives business.
The proposed joint venture was approved by the companies' Boards of Directors
and the U.S. Federal Trade Commission, and definitive agreements were signed on
May 23, 2000. The transaction closed July 1, 2000, forming Chevron Phillips
Chemical Company LLC (CPChem).

CONSOLIDATION PRINCIPLES AND INVESTMENTS - Majority-owned, controlled
subsidiaries are consolidated. Investments in affiliates in which Chemicals
owns 20 percent to 50 percent of voting control are accounted for using the
equity method. Other securities and investments are generally carried at cost.

REVENUE RECOGNITION - Revenues associated with sales of petrochemicals,
plastics, natural gas liquids, and all other items are recorded when title
passes to the customer. Revenues associated with royalty fees from licensed
technology are recorded periodically based upon volumes produced by the
licensee.

USE OF ESTIMATES - The preparation of financial statements in conformity with
generally accepted accounting principles requires Management to make estimates
and assumptions that affect the reported amounts of assets, liabilities,
revenues and expenses, and the disclosures of contingent assets and liabilities.
The estimates were made as if Phillips continued to own and operate Chemicals
subsequent to June 30, 2000. Actual results could differ from the estimates and
assumptions used.

PARENT COMPANY INVESTMENT - The parent company investment represents the net
balances resulting from various transactions between Chemicals and Phillips.
There are no terms of settlement or interest charges associated with most of the
account balance. The balance includes Chemicals' participation in Phillips'
central cash management program. Chemicals' cash receipts are remitted to
Phillips and its cash disbursements are funded by Phillips. Other transactions

                                       64
<Page>

                 PHILLIPS PETROLEUM COMPANY'S CHEMICALS BUSINESS
                     Notes to Combined Financial Statements

include product purchases from and sales to Phillips, Chemicals' share of the
current portion of Phillips' consolidated income tax liability, and other
administrative and support expenses incurred by Phillips and allocated or
charged to Chemicals.

INVENTORIES - Inventories were valued at cost, which is lower than market in the
aggregate, on the first-in, first-out (FIFO) basis, the weighted-average basis,
and last-in, first-out (LIFO) basis. Materials and supplies are valued at, or
below, average cost.

DERIVATIVE INSTRUMENTS - In accordance with Phillips' risk-management policies,
any derivative instruments held by Chemicals must relate to an underlying,
offsetting position, probable anticipated transaction or firm commitment.
Additionally, the hedging instrument used must be expected to be highly
effective in achieving market value changes that offset the opposing market
value changes of the underlying transaction. If an existing derivative position
is terminated prior to expected maturity or re-pricing, any deferred or
resultant gain or loss will continue to be deferred unless the underlying
position has ceased to exist. During the six months ended June 30, 2000 and the
year ended December 31, 1999, Chemicals did not use any material derivative
instruments.

DEPRECIATION AND AMORTIZATION - Depreciation and amortization of major operating
units are determined using the group composite straight-line method over an
estimated life of 25 years for most of these assets. Major operating units are
grouped for this purpose based on their relative similarity and the degree of
physical and economic interdependence between individual pieces of equipment.
Other properties, plants and equipment are depreciated using the straight-line
method over the estimated useful lives of the individual assets.

IMPAIRMENT OF ASSETS - Long-lived assets used in operations are assessed for
impairment whenever changes in facts and circumstances indicate a possible
significant deterioration in the future cash flows expected to be generated by
an asset group. If, upon review, the sum of the undiscounted pretax cash flows
are less than the carrying value of the asset group, the carrying value is
written down to estimated fair value. Individual assets are grouped for
impairment purposes at the lowest level for which there are identifiable cash
flows that are largely independent of the cash flows of other groups of assets
-- generally at an entire complex level for Chemicals' assets. The fair value of
impaired assets is determined based on quoted market prices in active markets,
if available, or upon the present values of expected future cash flows using
discount rates commensurate with the risks involved in the asset group.
Long-lived assets committed by Management for disposal are accounted for at the
lower of amortized cost or fair value, less cost to sell.

The expected future cash flows used for impairment reviews and related fair
value calculations are based on production volumes, prices and costs,
considering all available evidence at the date of the review.

MAINTENANCE AND REPAIRS - Maintenance and repair costs incurred, which are not
significant improvements, are expensed. The estimated turnaround costs of major
producing units are accrued in other liabilities over the estimated interval
between turnarounds.

                                       65
<Page>

                 PHILLIPS PETROLEUM COMPANY'S CHEMICALS BUSINESS
                     Notes to Combined Financial Statements

PROPERTY DISPOSITIONS - When complete units of depreciable property are retired
or sold, the asset cost and related accumulated depreciation are eliminated with
any gain or loss reflected in income. When less-than-complete units of
depreciable property are disposed of or retired, the difference between asset
cost and salvage value is charged or credited to accumulated depreciation with
no recognition of gain or loss. Retirements or sales of equipment, whether
complete units of depreciable property or less-than-complete units of
depreciable property, have not been significant to the financial statements.

ENVIRONMENTAL COSTS - Environmental costs are expensed or capitalized as
appropriate, depending upon their future economic benefit. Costs that relate to
an existing condition caused by past operations, and that do not have future
economic benefit, are expensed. Liabilities are recorded on an undiscounted
basis when environmental assessments or cleanups are probable and the costs can
be reasonably estimated.

INCOME TAXES - Chemicals' results of operations are included in the consolidated
U.S. federal and state income tax returns of Phillips. Deferred taxes are
provided on all temporary differences between the financial reporting basis and
the tax basis of Chemicals' assets and liabilities, except for temporary
differences related to investments in certain foreign subsidiaries and corporate
joint ventures that are essentially permanent in duration. Income tax expense
represents Chemicals on a separate-return basis using the same principles and
elections used in Phillips' consolidated return. Any resulting current tax
liability or refund is settled with Phillips on a current basis.

COMPREHENSIVE INCOME - Chemicals' only item of other comprehensive income
results from the process of translating the financial statements of certain
foreign subsidiaries and corporate joint ventures into U.S. dollars. Chemicals'
investment in these subsidiaries and joint ventures is essentially permanent in
duration so deferred taxes have not been provided on the related temporary
differences.

NOTE 2 - RELATED PARTY TRANSACTIONS

Significant transactions with affiliated parties were:

<Table>
<Caption>
                                                          Six Months Ended        Year Ended
  MILLIONS OF DOLLARS                                       June 30, 2000       December 31, 1999
  -------------------                                    ------------------     -----------------
  <S>                                                        <C>                   <C>
  Sales and other operating revenues (a)                     $     549             $    694
  Purchased products (b)                                           810                1,036
  Operating expenses (c,d,e)                                        10                   21
  Selling, general and administrative expenses (e)                  44                  108
</Table>

   (a)  Chemicals sells ethylene residue natural gas to Phillips' crude oil
        refining operations, as well as feedstocks to non-consolidated equity
        companies, at prices that approximates market.

   (b)  Chemicals purchases natural gas liquids feedstocks for its ethylene and
        propylene products from Phillips and its affiliates, and purchases
        finished products from nonconsolidated equity companies, at prices that
        approximate market.

                                       66
<Page>

                 PHILLIPS PETROLEUM COMPANY'S CHEMICALS BUSINESS
                     Notes to Combined Financial Statements

   (c)  Phillips' refining operations charge Chemicals for its use of facilities
        common to both operations, such as steam generation, waste and water
        treaters, pumps, gauges, etc.

   (d)  Chemicals purchases natural gas from Phillips and its affiliates for use
        as fuel at its manufacturing facilities at prices that approximate
        market. In addition, Phillips provides for and arranges liability,
        property and business interruption insurance coverage for Chemicals
        through its captive insurance subsidiary.

   (e)  Phillips charges Chemicals a portion of its corporate support costs,
        including engineering, legal, treasury, planning, environmental, tax,
        auditing, information technology, research and development, and other
        corporate services, based on usage, actual costs, or other allocation
        methods considered reasonable by Phillips' Management.

NOTE 3 - EQUITY INVESTMENTS

Chemicals owns investments in entities in the petrochemical and plastics
industries. In the ordinary course of business, Chemicals has transactions with
most of these equity investee companies. Summarized financial information for
all entities accounted for using the equity method, except Sweeny Olefins
Limited Partnership (see below), follows:

<Table>
<Caption>
                                          Six Months Ended        Year Ended
       MILLIONS OF DOLLARS                 June 30, 2000       December 31, 1999
       -------------------                ----------------     -----------------
       <S>                                  <C>                  <C>
       Revenues                             $     321            $     475
       Loss before income taxes                   (28)                 (26)
       Net loss                                   (28)                 (26)
</Table>

SWEENY OLEFINS LIMITED PARTNERSHIP (SOLP) - Chemicals is a general partner and
has a 50 percent interest in SOLP, which owns and operates a
2-billion-pound-per-year ethylene facility located adjacent to Phillips' Sweeny,
Texas, refinery. During construction of the facility, Chemicals made advances to
the partnership under a subordinated loan agreement to fund certain costs
related to completing the project. During 1995, SOLP entered into a second
subordinated loan agreement with Chemicals, with essentially the same terms as
the first, for $120 million to fund three new furnaces for the ethylene plant.
In November 1999, the second subordinated loan was increased by $20 million to
fund expenditures to improve plant operating efficiency.

On June 30, 2000, SOLP made a distribution to its partners that brought the
total distribution to the other unrelated general partner to a target-specified
after-tax internal rate of return on its investment. The partnership agreement
states that once this general partner achieved the specified internal rate of
return, its 49.49 percent general partnership interest is withdrawn in the
subsequent month with no additional cash distribution required. Also, the
remaining .51 percent limited partner investment interest converts to 1 percent
following the withdrawal of the unrelated general partner. Accordingly, the
other general partner withdrew from SOLP effective July 1, 2000, and its general
partnership interest reverted to CPChem, giving CPChem a majority interest in
SOLP. Also in July, CPChem purchased, subject to the receipt of necessary
approvals or clearances and the execution of required documentation, the
combined remaining 1 percent limited partnership interests.

                                       67
<Page>

                 PHILLIPS PETROLEUM COMPANY'S CHEMICALS BUSINESS
                     Notes to Combined Financial Statements

Summarized financial information for SOLP follows:

<Table>
<Caption>
                                            Six Months Ended             Year Ended
       MILLIONS OF DOLLARS                   June 30, 2000            December 31, 1999
       -------------------                  ----------------          -----------------
       <S>                                     <C>                        <C>
       Revenues                                $    380                   $    482
       Income before income taxes                    67                         78
       Net income                                    67                         78
</Table>

QATAR CHEMICAL COMPANY LTD. (Q-CHEM) - In 1997, Chemicals entered into an
agreement with Qatar General Petroleum Corporation to form a joint venture to
develop a major petrochemical complex in Qatar, at an estimated cost of $1.16
billion. During 1999, Q-Chem, the joint-venture company established by the
co-venturers, signed a $750 million bank financing agreement for the
construction of the complex. At June 30, 2000 and December 31, 1999, $153
million and $51 million, respectively, (excluding accrued interest) had been
drawn under this financing agreement. After the bank financing has been fully
drawn, Chemicals will be required to fund any remaining construction costs under
a subordinated loan agreement with Q-Chem. In connection with the bank
financing, the co-venturers agreed that, if the complex is not successfully
completed by August 31, 2003 (which may be extended for up to one year due to
force majeure), each will make, or cause to be made, capital contributions on a
pro rata, several basis to the extent necessary to cover bank financing service
requirements including, if demanded, repayment of principal. After construction
is successfully completed, the bank financing is non-recourse with respect to
the two co-venturers and the lenders can look only to Q-Chem's cash flows for
payment, except Chemicals has agreed to provide up to $75 million of credit
support to the venture under a contingent equity loan agreement. Construction
has begun, with start-up scheduled for the last half of 2002. Chemicals owns 49
percent of Q-Chem.

NOTE 4 - CONTINGENCIES

In the case of all known contingencies, Chemicals accrues an undiscounted
liability when the loss is probable and the amount is reasonably estimable.
These liabilities are not reduced for potential insurance recoveries. If
applicable, undiscounted receivables are accrued for probable insurance or other
third-party recoveries. Based on currently available information, Chemicals
believes that it is remote that future costs related to known contingent
liability exposures will exceed current accruals by an amount that would have a
material adverse impact on Chemicals' financial statements.

As facts concerning contingencies become known, Chemicals reassesses its
position both with respect to accrued liabilities and other potential
exposures. Estimates that are particularly sensitive to future change include
contingent liabilities recorded for environmental remediation and legal
matters. Estimated future environmental remediation costs are subject to
change due to such factors as the unknown magnitude of clean-up costs, the
unknown time and extent of such remedial actions that may be required, and the
determination of Chemicals' liability in proportion to other responsible
parties. Estimated future costs related to legal matters are subject to change
as events evolve, and as additional information becomes available during the
administrative and litigation process.

                                       68
<Page>

                 PHILLIPS PETROLEUM COMPANY'S CHEMICALS BUSINESS
                     Notes to Combined Financial Statements

ENVIRONMENTAL - Chemicals is subject to federal, state and local environmental
laws and regulations. These may result in obligations to remove or mitigate the
effects on the environment of the placement, storage, disposal or release of
certain chemical, mineral and petroleum substances at various sites.

OTHER LEGAL PROCEEDINGS - Chemicals is a party to a number of other legal
proceedings pending in various courts or agencies for which, in some instances,
no provision has been made.

NOTE 5 - FINANCIAL INSTRUMENTS AND CREDIT RISK

Chemicals' financial instruments that are exposed to concentrations of credit
risk consist primarily of cash equivalents and trade receivables. Phillips' cash
equivalents are placed in high quality time deposits with major international
banks and financial institutions, limiting Chemicals' exposure to concentrations
of credit risk. Chemicals' trade receivables reflect a broad customer base.
Chemicals routinely assesses the financial strength of its customers.

NOTE 6 - OPERATING LEASES

Chemicals leases tank and hopper railcars, computers, office buildings and other
facilities and equipment. At June 30, 2000, future minimum payments due under
non-cancelable operating leases were:

<Table>
<Caption>
                                                MILLIONS OF DOLLARS
                                                -------------------
                    <S>                             <C>
                    July 1, 2000 through
                      December 31, 2000             $      12
                    2001                                   24
                    2002                                   22
                    2003                                   21
                    2004                                   24
                    2005                                   19
                    Remaining years                       163
                                                    ---------
                                                    $     285
                                                    =========
</Table>

Operating lease rental expense was $18 million for the six months ended June 30,
2000 and $21 million for the year ended December 31, 1999.

NOTE 7 - EMPLOYEE BENEFIT PLANS

Chemicals employees are included in the various employee benefit plans of
Phillips. These plans include the Retirement Income Plan, employee and retiree
medical, dental and life insurance plans, the Thrift and Long-Term Stock Savings
Plans of Phillips, and other such benefits. For the purpose of these separate
financial statements, Chemicals is considered to be participating in
multi-employer benefit plans. Chemicals' share of allocated parent company
employee benefit plan expenses was $14 million for the six months ended June 30,
2000 and $24 million for the year ended December 31, 1999.

                                       69
<Page>

                 PHILLIPS PETROLEUM COMPANY'S CHEMICALS BUSINESS
                     Notes to Combined Financial Statements

NOTE 8 - TAXES

Taxes charged to income were:

<Table>
<Caption>
                                               Six Months Ended          Year Ended
     MILLIONS OF DOLLARS                        June 30, 2000         December 31, 1999
     -------------------                       ----------------       -----------------
     <S>                                          <C>                     <C>
     Taxes other than income taxes
       Property                                   $     10                $     21
       Payroll                                           9                      15
       Other                                             1                       1
                                                  --------                --------
                                                        20                      37
                                                  --------                --------
     Income taxes
       Federal
         Current                                        28                      42
         Deferred                                       10                      28
       Foreign
         Current                                         7                      11
         Deferred                                        -                       1
       State and local
         Current                                         2                      16
         Deferred                                        2                      (8)
                                                  --------                --------
                                                        49                      90
                                                  --------                --------
     Total taxes charged to income                $     69                $    127
                                                  ========                ========
</Table>

Deferred income taxes reflect the net tax effect of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for tax purposes.

Deferred taxes have not been provided on temporary differences related to
investments in certain foreign subsidiaries and corporate joint ventures that
are essentially permanent in duration. These temporary differences were $28
million at June 30, 2000 and $144 million at December 31, 1999. Determination of
the amount of unrecognized deferred taxes on these temporary differences is not
practicable due to foreign tax credits and exclusions. Any loss carryforwards
that have not been utilized will begin expiring in 2011.

                                       70
<Page>

                 PHILLIPS PETROLEUM COMPANY'S CHEMICALS BUSINESS
                     Notes to Combined Financial Statements

The amounts of U.S. income before income taxes, with a reconciliation of tax at
the federal statutory rate with the provision for income taxes were:

<Table>
<Caption>
                                                    Six Months Ended                 Year Ended
                                                      June 30, 2000                December 31, 1999
                                                -----------------------       -------------------------
                                                            Percent of                     Percent of
   MILLIONS OF DOLLARS, EXCEPT PERCENTAGES      Amount     Pretax Income      Amount     Pretax Income
   ---------------------------------------      ------     -------------      ------     -------------
   <S>                                          <C>            <C>            <C>             <C>
   Income before income taxes
       United States                            $   98          74%           $  182           77%
       Foreign                                      35          26                55           23
                                                ------         ---            ------          ---
                                                $  133         100%           $  237          100%
                                                ======         ===            ======          ===

   Federal statutory income tax                 $   46          35%           $   83           35%
   State income tax                                  3           2                 6            3
   Foreign taxes in excess of
     federal statutory rate                          1           1                 2            1
   Other                                            (1)         (1)               (1)          (1)
                                                ------         ---            ------          ---
                                                $   49          37%           $   90           38%
                                                ======         ===            ======          ===
</Table>

Excise taxes accrued on the sale of chemical products were less than $1 million
in both the first six months of 2000 and the year ended December 31, 1999. These
taxes are excluded from reported revenues and expenses.

NOTE 9 - CASH FLOW INFORMATION

<Table>
<Caption>
                                                     Six Months Ended       Year Ended
   MILLIONS OF DOLLARS                                 June 30, 2000     December 31, 1999
   -------------------                               ----------------    -----------------
   <S>                                                     <C>                 <C>
   Non-cash investing and financing activities
         Investment in joint venture in
           exchange for non-cash assets                    $ -                 $ 8
         Parent company contribution
           of non-cash assets                                -                  37
   Cash payments
         Income taxes                                       37                  69
</Table>

NOTE 10 - OTHER FINANCIAL INFORMATION

Expensed research and development expenditures totaled $16 million for the six
months ended June 30, 2000 and $32 million for the year ended December 31, 1999.

NOTE 11 - SEGMENT DISCLOSURES AND RELATED INFORMATION

Chemicals has organized its reporting structure based on the grouping of similar
products, resulting in three operating segments:

   (1)  OLEFINS AND POLYOLEFINS. This segment manufactures and markets olefins
        and polyolefins products, including ethylene, propylene, polyethylene,
        polypropylene, and polyethylene pipe.

                                       71
<Page>

                 PHILLIPS PETROLEUM COMPANY'S CHEMICALS BUSINESS
                     Notes to Combined Financial Statements

        This segment also fractionates and markets natural gas liquids and has
        pipeline operations. Major production facilities are located at the
        Sweeny Complex and the Houston Chemical Complex, both in Texas.
        Chemicals also owns equity interests in an ethylene/propylene facility
        at the Sweeny Complex, a polypropylene facility at the Houston Chemical
        Complex, and polyethylene facilities in Singapore and China.
        Polyethylene pipe is manufactured at six regionally located U.S. plants
        and at a plant in Mexico. Natural gas liquids are fractionated at the
        Sweeny Complex.

   (2)  AROMATICS. This segment manufactures and markets aromatics, including
        paraxylene and cyclohexane. The major production facility is located in
        Puerto Rico.

   (3)  SPECIALTY CHEMICALS AND PLASTICS. This segment manufactures and markets
        specialty chemicals and plastics, including K-Resin styrene-butadiene
        copolymer, Ryton polyphenylene sulfide, and methyl mercaptans. Major
        production facilities are located at the Borger Complex and the Houston
        Chemical Complex, both located in Texas. Other manufacturing facilities
        are located in Belgium and Singapore. Chemicals also owns an equity
        interest in a K-Resin production facility in South Korea.

Other includes all items not directly attributable to the operating segments.
All interest revenue and expense is retained by the parent company. Chemicals
evaluates performance and allocates resources based on net income. The segment
accounting policies are the same as those in Note 1 - Accounting Policies.
Intersegment sales were not material.

ANALYSIS OF RESULTS BY OPERATING SEGMENT

<Table>
<Caption>
MILLIONS OF DOLLARS                                                    Specialty
-------------------                      Olefins &                     Chemicals
SIX MONTHS ENDED JUNE 30, 2000          Polyolefins    Aromatics      & Plastics     Other      Consolidated
------------------------------         ------------   ----------     -----------    ------     -------------
<S>                                      <C>           <C>             <C>           <C>          <C>
Sales & Other Operating Revenues
       External customers*               $  1,600      $    346        $    292      $   -        $  2,238
                                         ========      ========        ========      =====        ========

Operating Results                        $    132      $    (19)       $     48      $   -        $    161
       Depreciation & amortization            (37)           (5)            (15)         -             (57)
       Equity in earnings of affiliates        31             -               2          -              33
       Other items                              -             -               -         (4)             (4)
       Income taxes                           (47)            9             (13)         2             (49)
                                         --------      --------        --------      -----        --------
            Net income (loss)            $     79      $    (15)       $     22      $  (2)       $     84
                                         ========      ========        ========      =====        ========

Assets
       Identifiable assets               $  1,685      $    440        $    713      $   -        $  2,838
       Investments in and
         advances to affiliates               485             -              59          -             544
                                         --------      --------        --------      -----        --------
            Total assets                 $  2,170      $    440        $    772      $   -        $  3,382
                                         ========      ========        ========      =====        ========

Capital Expenditures                     $     15      $      5        $     21      $   -        $     41
                                         ========      ========        ========      =====        ========
</Table>

----------
* Includes sales to parent company's non-chemicals businesses.

                                       72
<Page>

                 PHILLIPS PETROLEUM COMPANY'S CHEMICALS BUSINESS
                     Notes to Combined Financial Statements

<Table>
<Caption>
MILLIONS OF DOLLARS                                                   Specialty
-------------------                      Olefins &                    Chemicals
YEAR ENDED DECEMBER 31, 1999            Polyolefins    Aromatics      & Plastics     Other      Consolidated
----------------------------            -----------    ---------      ----------     -----      ------------
<S>                                      <C>           <C>             <C>           <C>          <C>
Sales & Other Operating Revenues
       External customers*               $  2,170      $    389        $    558      $   -        $  3,117
                                         ========      ========        ========      =====        ========

Operating Results                        $    231      $    (15)       $     99      $   -        $    315
       Depreciation & amortization            (66)          (11)            (26)         -            (103)
       Equity in earnings (losses)
        of affiliates                          32             -              (1)         -              31
       Other items                              -             -               -         (6)             (6)
       Income taxes                           (75)           10             (27)         2             (90)
                                         --------      --------        --------      -----        --------
            Net income (loss)            $    122      $    (16)       $     45      $  (4)       $    147
                                         ========      ========        ========      =====        ========
Assets
       Identifiable assets               $  1,682      $    406        $    677      $   -        $  2,765
       Investments in and
        advances to affiliates                449             -               -          -             449
                                         --------      --------        --------      -----        --------
            Total assets                 $  2,131      $    406        $    677      $   -        $  3,214
                                         ========      ========        ========      =====        ========

Capital Expenditures                     $     40      $     16        $     49      $   -        $    105
                                         ========      ========        ========      =====        ========
</Table>

----------
* Includes sales to parent company's non-chemicals businesses.

<Table>
<Caption>
GEOGRAPHIC INFORMATION                         United           Foreign           Worldwide
                                               States          Countries        Consolidated
                                               ------          ---------        ------------
 <S>                                         <C>               <C>                 <C>
 Outside Operating Revenues*
    Six months ended June 30, 2000           $  2,009          $    229            $  2,238
    Year ended December 31, 1999                2,738               379               3,117

 Long-Lived Assets**
    June 30, 2000                               2,242               185               2,427
    December 31, 1999                           2,221               133               2,354
</Table>

----------
*    Revenues are attributable to countries based on the location of the
     operations generating the revenue.
**   Includes property, plant and equipment and investments in equity
     affiliates.

NOTE 12 - SUBSEQUENT EVENT

Subsequent to the contribution of Chemicals to CPChem on July 1, 2000 (see Note
1 - Basis of Financial Statements), the outlook for future paraxylene market
conditions deteriorated. Paraxylene, along with gasoline and certain other
petroleum and chemical products, was produced at Chemicals' Puerto Rico Core
facility in Guayama, Puerto Rico. In response to market conditions and as part
of a strategic review of CPChem's businesses, CPChem's management decided to
change the strategic direction of the facility, including a decision to shut
down gasoline production, and revised the facility's estimated remaining
economic life. As a result of these subsequent changes and developments, a
property impairment related to the Puerto Rico Core facility was recorded in the
fourth quarter of 2000 by CPChem. In addition, a valuation allowance was
recorded against a related deferred tax asset. Combined, these two items
resulted in a non-cash $180 million after-tax charge for CPChem.

                                       73
<Page>

                        Report of Independent Accountants

To the Board of Directors of
Chevron Corporation:

In our opinion, the accompanying combined statements of income, of changes in
owner's net investment and of cash flows present fairly, in all material
respects, the results of the operations and the cash flows of Chevron Chemical
Company C Chem Business for the six month period ended June 30, 2000 and the
year ended December 31, 1999 in conformity with accounting principles generally
accepted in the United States of America. These financial statements are the
responsibility of the Business' management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with auditing standards generally
accepted in the United States of America, which require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.

/s/ PRICEWATERHOUSECOOPERS LLP

San Francisco, California
February 1, 2001

                                       74
<Page>

                    CHEVRON CHEMICAL COMPANY C CHEM BUSINESS
                          Combined Statement of Income
                            (in millions of dollars)

<Table>
<Caption>
                                                           Six Months Ended            Year Ended
                                                             June 30, 2000          December 31, 1999
                                                           ----------------         -----------------
<S>                                                             <C>                     <C>
REVENUE
   Sales and other operating revenues (see Note 6)              $  1,834                $  2,695
   Other income                                                        2                       5
                                                                --------                --------
         Total revenue and other income                            1,836                   2,700
                                                                --------                --------

COSTS AND OTHER DEDUCTIONS
   Purchased products (see Note 6)                                 1,130                   1,497
   Inventory recovery (see Note 3)                                     -                     (81)
   Operating expenses                                                387                     681
   Selling, general and administrative expenses                       97                     174
   Depreciation and amortization                                      54                     110
   Taxes other than income                                            18                      36
                                                                --------                --------
         Total costs and other deductions                          1,686                   2,417
                                                                --------                --------

Income before income tax expense                                     150                     283

Income tax expense                                                    54                     106
                                                                --------                --------

         Net income                                             $     96                $    177
                                                                ========                ========
</Table>

   The accompanying notes are an integral part of these financial statements.

                                       75
<Page>

                    CHEVRON CHEMICAL COMPANY C CHEM BUSINESS
             Combined Statement of Changes in Owner's Net Investment
                            (in millions of dollars)

<Table>
             <S>                                                      <C>
             Balance at December 31, 1998                             $  2,082

                 Net income                                                177
                 Net transfers from owner                                   75
                                                                      --------

             Balance at December 31, 1999                                2,334

                 Net income                                                 96
                 Net transfers to owner                                    (66)
                                                                      --------

             Balance at June 30, 2000                                 $  2,364
                                                                      ========
</Table>

   The accompanying notes are an integral part of these financial statements.

                                       76
<Page>

                    CHEVRON CHEMICAL COMPANY C CHEM BUSINESS
                        Combined Statement of Cash Flows
                            (in millions of dollars)

<Table>
<Caption>
                                                              Six Months Ended            Year Ended
                                                               June 30, 2000          December 31, 1999
                                                              ----------------        -----------------
<S>                                                            <C>                      <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income                                                   $     96                 $   177
  Add (deduct) adjustments to net income
    Depreciation and amortization                                    54                     110
    Inventory recovery                                                -                     (81)
    Deferred income taxes                                            35                      75
    Other, net                                                        -                      (5)
    Changes in working capital:
       Accounts receivable                                          (75)                   (161)
       Inventories                                                   (7)                     33
       Prepaid expenses and other current assets                      1                       1
       Accounts payable                                              85                      62
       Accrued liabilities                                          (11)                     12
       Deferred income and other taxes payable                      (12)                     (3)
                                                               --------                 -------
          Net cash provided by operating activities                 166                     220
                                                               --------                 -------

CASH FLOWS FROM INVESTING ACTIVITIES
  Capital expenditures                                              (81)                   (285)
  Investments and advances                                            -                      (7)
                                                               --------                 -------
          Net cash used in investing activities                     (81)                   (292)
                                                               --------                 -------

CASH FLOWS FROM FINANCING ACTIVITIES
  Net transfers from (to) owner                                     (66)                     75
                                                               --------                 -------
          Net cash provided by (used in)
            financing activities                                    (66)                     75
                                                               --------                 -------

Net change in cash                                                   19                       3
Cash, beginning of period                                            13                      10
                                                               --------                 -------

Cash, end of period                                            $     32                 $    13
                                                               ========                 =======
</Table>

   The accompanying notes are an integral part of these financial statements.

                                       77
<Page>

                    CHEVRON CHEMICAL COMPANY C CHEM BUSINESS
                     Notes to Combined Financial Statements
                            (in millions of dollars)

1.   OVERVIEW AND BASIS OF PRESENTATION

     On May 23, 2000, Chevron Corporation (Chevron) and Phillips Petroleum
     Company (Phillips) signed a Contribution Agreement to form a joint venture,
     Chevron Phillips Chemical Company LLC (the Venture), to combine certain
     chemical operations of Chevron and Phillips effective July 1, 2000.

     These financial statements include the operating results and cash flows of
     the businesses of Chevron (the Business) that were contributed to the joint
     venture. The results of operations include revenues and costs directly
     attributable to the Business, including costs for certain functions and
     services performed by centralized Chevron organizations and charged to the
     Business. Also included are allocations of certain Chevron corporate
     expenses in such areas as legal, accounting, employee benefits, real
     estate, insurance, information technology, treasury and other corporate and
     infrastructure costs. The expense allocations have been determined on bases
     that the Business consider to be a reasonable reflection of the utilization
     of services provided or the benefit received by the Business. Principle
     allocation methods include proportionate allocation on the basis of assets,
     usage, revenues and employees. However, the financial information included
     herein may not reflect the operating results and cash flows of the Business
     in the future or what would have resulted if the Business had operated as a
     separate, stand-alone entity during the periods presented.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     BASIS OF COMBINATION

     The financial statements include the accounts of the Business. Investments
     in and advances to affiliates in which the Business has a substantial
     ownership interest of approximately 20 to 50 percent are accounted for by
     the equity method.

     USE OF ESTIMATES

     The preparation of financial statements in accordance with generally
     accepted accounting principles requires management to make estimates and
     assumptions that affect the reported amounts of assets, liabilities,
     revenues and expenses and disclosure of contingent assets and liabilities.
     Actual results could differ from these estimates.

     REVENUE RECOGNITION

     Revenues associated with sales of chemicals products are recorded when
     title passes to the customer.

     INVENTORIES

     Product inventories are stated at the lower of cost, using a Last-In,
     First-Out (LIFO) method, or net realizable value. Materials and supplies
     generally are stated at average cost. Other merchandise is stated at cost,
     using a First-In, First-Out (FIFO) method.

     PROPERTY, PLANT AND EQUIPMENT

     Depreciation of property, plant and equipment is determined over the
     assets' useful lives, generally using the declining balance method.
     Generally, the estimated useful life of plant and equipment is 20 years,
     and of buildings is 45 years.

                                       78
<Page>

                    CHEVRON CHEMICAL COMPANY C CHEM BUSINESS
                     Notes to Combined Financial Statements
                            (in millions of dollars)

     Gains or losses for normal retirements or sales of property, plant and
     equipment are included in income and are immaterial.

     Expenditures for maintenance, repairs, turnaround costs and minor renewals
     to maintain facilities in operating condition are expensed as incurred.
     Major replacements and renewals are capitalized.

     The carrying values of long-lived assets and intangibles are reviewed for
     impairment whenever events or changes in circumstances indicate that the
     carrying amount of an asset may not be recoverable. Recoverability of the
     carrying value of an asset is assessed by reference to an estimate of the
     asset's undiscounted future net cash flows. Measurement of any impairment
     would include a comparison of discounted estimated future net cash flows to
     the net carrying value of the related assets.

     PATENTS AND LICENSES

     Patents and licenses are amortized on a straight line basis over periods
     ranging from 2 to 20 years.

     ENVIRONMENTAL LIABILITIES

     Environmental expenditures that relate to current ongoing operations or to
     conditions caused by past operations are expensed. Expenditures that create
     future benefits or contribute to future revenue generation are capitalized.

     Liabilities related to future remediation costs are recorded when
     environmental assessments and/or cleanups are probable and the costs can be
     reasonably estimated. Other than for assessments, the timing and magnitude
     of these accruals are generally based on the Business' commitment to a
     formal plan of action, such as an approved remediation plan or the sale or
     disposal of an asset.

     The Business records the gross amount of its liability based on its best
     estimate of future costs using currently available technology and applying
     current regulations as well as the Business' own internal environmental
     policies. Future amounts are not discounted. Recoveries or reimbursements
     are recorded as an asset when receipt is reasonably ensured.

     INCOME TAXES

     Historically, the Business' results have been included in the consolidated
     federal and state income tax returns of Chevron. The income tax provisions
     in these financial statements have been determined as if the Business were
     a stand-alone taxable entity filing its own tax returns. Accordingly, the
     calculation of the tax provisions and related balances necessarily require
     certain assumptions, allocations and estimates which management believes
     are reasonable to reflect the tax amounts of the Business as a stand-alone
     entity.

     CONCENTRATION OF CREDIT RISK AND SIGNIFICANT CUSTOMERS

     The Business does not believe it is vulnerable to the risk of a near-term
     severe impact as a result of any concentration of its activities.

                                       79
<Page>

                    CHEVRON CHEMICAL COMPANY C CHEM BUSINESS
                     Notes to Combined Financial Statements
                            (in millions of dollars)

3.   INVENTORIES

     Substantially all chemical product inventories are accounted for on the
     LIFO method. Inventories at December 31, 1998 were written down to
     estimated net realizable value, resulting in a before tax charge of $81. As
     a result of improved prices and the sale of the related products, this
     reserve was reversed in 1999.

     The Business reduced certain inventory quantities which were valued at
     different LIFO costs prevailing in prior periods. The effect of this
     reduction was to increase net income by approximately $6 for the six month
     period ended June 30, 2000 and to decrease net income by approximately $3
     for the year ended December 31, 1999.

4.   INCOME TAXES

     Income tax expense consists of the following:

<Table>
<Caption>
                                                      Six Months Ended        Year Ended
                                                       June 30, 2000       December 31, 1999
                                                      ----------------     -----------------
      <S>                                                <C>                   <C>
      U.S. Federal
        Current                                          $       15            $      20
        Deferred                                                 35                   75
      State and local                                             4                   11
                                                         ----------            ---------
            Total taxes on income                        $       54            $     106
                                                         ==========            =========
</Table>

     The Business' effective income tax rate varied from the U.S. statutory
     federal income tax rate because of the following:

<Table>
<Caption>
                                                            Six Months Ended        Year Ended
                                                             June 30, 2000       December 31, 1999
                                                            ----------------     -----------------
      <S>                                                        <C>                   <C>
      Statutory U.S. federal income tax rate                     35.0 %                35.0 %
      Effect of Foreign Sales Corporation                        (2.0)                 (2.2)
      Losses of equity investee                                   0.6                   1.1
      State and local taxes on income, net
        of U.S. federal income tax benefit                        2.4                   2.4
      Other                                                       0.2                   1.1
                                                                 ----                  ----
          Effective tax rate                                     36.2 %                37.4 %
                                                                 ====                  ====
</Table>

     Before-tax income for U.S. operations was $147 for the six months ended
     June 30, 2000 and $265 for the year ended December 31, 1999. For
     international operations, before tax-income was $3 for the six months ended
     June 30, 2000 and $18 for the year ended December 31, 1999.

                                       80
<Page>

                    CHEVRON CHEMICAL COMPANY C CHEM BUSINESS
                     Notes to Combined Financial Statements
                            (in millions of dollars)

5.   EMPLOYEE BENEFIT PLANS

     Chevron has defined benefit pension plans that covered substantially all
     employees of the Business. Benefits under these plans are based primarily
     upon years of service and final earnings. Chevron also provides for certain
     health care and life insurance plans for active and qualifying retired
     employees. For purposes of these financial statements, the Business is
     considered to be participating in the multi-employer benefit plans of
     Chevron. Charges from Chevron associated with these benefits were $9 for
     the six months ended June 30, 2000 and $20 for the year ended December 31,
     1999.

     Eligible employees of the Business also participated in various defined
     benefit plans of Chevron, including the Profit Sharing/Savings Plan, the
     Employee Stock Ownership Plan, the Management Incentive Plan, Chevron
     Success Sharing and the Stock Option Plan. Charges from Chevron associated
     with these plans were $19 for the six months ended June 30, 2000 and $21
     for the year ended December 31, 1999.

     After formation, the Venture established its own employee benefit plans.

6.   RELATED PARTY TRANSACTIONS

     A summary of transactions with Chevron and affiliated companies is shown
     below:

<Table>
<Caption>
                                                            Six Months Ended          Year Ended
                                                              June 30, 2000       December 31, 1999
                                                            ----------------      -----------------
            <S>                                                 <C>                      <C>
            Purchases from equity investees
              of Chevron                                        $   181                  $  508
            Purchases from affiliated companies                      77                      83
            Sales to affiliated companies                            80                     151
            Corporate, general and
              administrative charges                                 37                      63
            Benefit plan costs                                       28                      41
            Current income taxes                                     15                      31
</Table>

     Intercompany receivable, payable and other balances are non-interest
     bearing. Purchases and sales from/to Chevron were recorded at prices that
     management believes approximate prices an unrelated third party would pay.

7.   SEGMENT AND GEOGRAPHIC DATA AND OTHER DATA

     The Business' primary country of operation is the United States. The
     Business operates in one segment, the manufacture and marketing of
     commodity petrochemicals and plastics.

                                       81
<Page>

                    CHEVRON CHEMICAL COMPANY C CHEM BUSINESS
                     Notes to Combined Financial Statements
                            (in millions of dollars)

     Information about geographic areas follows:

<Table>
<Caption>
                                     Six Months Ended             Year Ended
                                       June 30, 2000           December 31, 1999
                                     ----------------          -----------------
              <S>                       <C>                        <C>
              Revenues
                 United States          $    1,815                 $   2,663
                 International                  19                        32
                                        ----------                 ---------
                                        $    1,834                 $   2,695
                                        ==========                 =========
              <Caption>
                                       June 30, 2000           December 31, 1999
                                       -------------           -----------------
              <S>                       <C>                        <C>
              Long-lived assets
                 United States          $    2,049                 $   2,033
                 Other*                        197                       187
                                        ----------                 ---------
                                        $    2,246                 $   2,220
                                        ==========                 =========
</Table>

              ----------
              * Includes equity investment in a 50 percent joint venture, Saudi
                Chevron Petrochemical Company (SCPC), which began operations in
                late 1999.

     Revenue for the six month period through June 30, 2000 of Saudi Chevron
     Petrochemical Company was $93. Revenue for the year ended December 31, 1999
     was not material. The Business' 50% of the net losses is included in
     operating expenses.

     Research and development costs expensed by the Business were $16 for the
     six months ended June 30, 2000 and $29 for the year ended December 31,
     1999.

8.   EMPLOYEE TERMINATION BENEFITS

     The Business recorded before-tax charges to income of $8 in 1999 for
     employee termination benefits as part of a Chevron corporatewide staff
     reduction program. The charge included severance and other termination
     benefits of $14 for 200 U.S.-based employees. These charges were offset
     partly by $6 of restructuring-related net pension settlement/curtailment
     gains for payments made to terminated employees.

9.   COMMITMENTS AND CONTINGENCIES

     In the ordinary course of business, the Business is subject to various laws
     and regulations. In the opinion of management, compliance with existing
     laws and regulations will not materially affect the financial position or
     results of operations of the Business. There are certain pending legal
     actions which have arisen in the ordinary course of business with respect
     to the assets and operations of the Business. Management believes that the
     ultimate disposition of these actions, either individually or in the
     aggregate, will not have a material, adverse effect on the financial
     position, cash flows or results of operations of the Business.

                                       82
<Page>

                    CHEVRON CHEMICAL COMPANY C CHEM BUSINESS
                     Notes to Combined Financial Statements
                            (in millions of dollars)

     The Business is also subject to various environmental laws and regulations
     and incurred costs for preventive and corrective actions at facilities and
     waste disposal sites, and those environmental costs of operations and
     remediation activities are accrued on a basis consistent with the
     accounting policy set forth in Note 2. The Business may be obligated to
     take remedial action as a result of the enactment of laws or the issuance
     of new regulations or to correct the effects on the environment of disposal
     practices or release of chemical substances. Expensed environmental costs
     and related accruals at June 30, 2000 and December 31, 1999 were not
     significant.

     At June 30, 2000, Chevron USA, a subsidiary of Chevron, had a guarantee
     related to a bank term loan facility of SCPC in the amount of approximately
     $137. In September 2000 SCPC was advised by Gulf International Bank (GIB)
     that SCPC was in default on the facility due to certain covenant
     violations. The Business believes that it is remote that GIB would invoke
     the guarantee of the indebtedness by Chevron USA.

     Future minimum lease payments under noncancelable operating leases at June
     30, 2000 are as follows:

<Table>
<Caption>
                             Year ending
                              June 30,
                             -----------
                             <S>                <C>
                               2001             $    11
                               2002                  10
                               2003                   6
                               2004                   3
                               2005                   2
                             Thereafter              13
                                                -------
                                                $    45
                                                =======
</Table>

     Rental expense under operating leases was $10 through June 30, 2000 and $18
     in the year ended December 31, 1999.

                                       83
<Page>

ITEM 9. CHANGE IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE

None.

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The executive officers and directors of Chevron Phillips Chemical Company LLC
are set forth in the following table:

<Table>
<Caption>
NAME                         AGE   POSITION
----                         ---   --------
<S>                          <C>   <C>
James L. Gallogly..........  49    President and Chief Executive Officer; Nonvoting Director
C. Kent Potter.............  55    Senior Vice President and Chief Financial Officer; Nonvoting Director
Greg C. Garland............  44    Senior Vice President, Planning & Specialty Products
J. Mike Parker.............  55    Senior Vice President, Aromatics & Styrenics
Rick L. Roberts............  47    Senior Vice President, Manufacturing
Tim G. Taylor..............  48    Senior Vice President, Olefins & Polyolefins
Craig B. Glidden...........  44    Vice President, General Counsel and Secretary
Greg G. Maxwell............  45    Vice President and Controller
Joe M. McKee...............  51    Vice President and Treasurer
Darald W. Callahan.........  59    Class C Director
Patricia E. Yarrington.....  45    Class C Director
John E. Lowe...............  43    Class P Director
Michael J. Panatier........  53    Class P Director
</Table>

     JAMES L. GALLOGLY: Mr. Gallogly is President and Chief Executive Officer.
He previously served as Senior Vice President of Chemicals for Phillips, a
position he accepted in 1999. From 1998 to 1999, he was Vice President for
Olefins and Polyolefins for Phillips and from 1997 to 1998 he was Vice
President, Plastics, for Phillips. Mr. Gallogly is a Director of the American
Chemistry Council and the American Plastics Council.

     C. KENT POTTER: Mr. Potter is Senior Vice President and Chief Financial
Officer. Mr. Potter previously served as Vice President, Finance, of Chevron
Overseas Petroleum Inc., a position he accepted in 1996.

     GREG C. GARLAND: Mr. Garland is Senior Vice President for Planning &
Specialty Products. He previously served as General Manager, Qatar/Middle East
for Phillips, a position to which he was named in 1997. Mr. Garland is a member
of the Chemical Engineering Industrial Advisory board for Texas A&M University.

     J. MIKE PARKER: Mr. Parker is Senior Vice President for Aromatics &
Styrenics. He previously served Chevron as General Manager, Olefins & Plastics,
a position to which he was appointed in 1999. From 1998 to 1999, he was General
Manager for BTX/Styrene at Chevron. From 1996 to 1998, he was Chevron's General
Manager, Supply Chain, for U.S. Chemicals.

     RICK L. ROBERTS: Mr. Roberts was named Senior Vice President for
Manufacturing in October 2001. Since CPChem's formation in 2000, he has served
as Vice President of Manufacturing for Olefins & Polyolefins. From 1999 to 2000,
he was Plant Manager at Cedar Bayou, and from 1994 to 1999 was Manager of the
Chevron refinery in Hawaii.

                                       84
<Page>

     TIM G. TAYLOR: Mr. Taylor is Senior Vice President for Olefins &
Polyolefins. He previously served Phillips as Polyolefins Manager. Before being
named to that position in 1999, Mr. Taylor was worldwide Manager for
Polyethylene. From 1995 to 1999, he was in charge of chemicals and plastics as
Manager of Global Ventures at Phillips.

     CRAIG B. GLIDDEN: Mr. Glidden is Vice President, General Counsel and
Secretary. In 1996, Mr. Glidden founded Glidden Partners LLP, a business
litigation firm, and was managing partner of the firm until joining CPChem in
2000.

     GREG G. MAXWELL: Mr. Maxwell is Vice President and Controller. From 1998 to
2000, he served as General Auditor for Phillips, and from 1994 to 1998 he served
as Finance Manager of Phillips' plastics division.

     JOE M. MCKEE: Mr. McKee is Vice President and Treasurer. Prior to assuming
his current position, he served as Finance Manager for the Americas Division of
Phillips Exploration and Production, a position to which he was appointed in
1993.

     DARALD W. CALLAHAN: Mr. Callahan currently serves as Executive Vice
President, Power, Chemicals and Technology at ChevronTexaco, a position to which
he was appointed upon the formation of ChevronTexaco in October 2001. Prior to
the merger of Chevron Corporation and Texaco Inc., he served as an Executive
Vice President responsible for human resources; technology, chemical additives
and coal companies; CPChem; the Dynegy power and natural gas business; and
Chevron Corporation's joint venture with Sasol. From 1999 to 2000, he served as
President of Chevron Chemical Company LLC, which subsequently became a part of
CPChem, and prior to 1999, he served as Senior Vice President of Chevron
Chemical Company LLC. He also serves as a Director of Dynegy Inc.

     PATRICIA E. YARRINGTON: Ms. Yarrington currently serves as Vice President
of Strategic Planning for ChevronTexaco, a position to which she was appointed
upon the formation of ChevronTexaco. She served in a similar position, Vice
President of Strategic Planning, with Chevron Corporation prior to the merger
of Chevron Corporation and Texaco Inc., which she assumed in August 2000. In
March 1998, she was appointed President of Chevron Canada Ltd. Prior to that
assignment, Ms. Yarrington served as Comptroller for Chevron Products Company.

     JOHN E. LOWE: Mr. Lowe currently serves as Senior Vice President of
Corporate Strategy and Development for Phillips, a position to which he was
appointed in 2001. He served as Senior Vice President of Planning and Strategic
Transactions, beginning in 2000, Vice President Planning and Strategic
Transactions, beginning in August 1999, and as Manager of Strategic Growth
Projects, beginning in May 1999. He was Supply Chain Manager in Refining,
Marketing and Transportation with Phillips from 1997 to 1999. He serves as a
Director of Duke Energy Field Services, LLC.

     MICHAEL J. PANATIER: Mr. Panatier currently serves as Executive Vice
President of Refining, Marketing and Transportation for Phillips, a position to
which he was appointed in April 2001. He served as Vice Chairman of the Board of
Duke Energy Field Services, LLC from 2000 to 2001. From 1998 to 2000, Mr.
Panatier served as Senior Vice President of Gas Processing and Marketing for
Phillips. From 1994 to 2000, he also served as President and Chief Executive
Officer of GPM Gas Corporation, a subsidiary of Phillips. He serves as a
Director of Duke Energy Field Services, LLC.

                                       85
<Page>

ITEM 11.  EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The table below provides information regarding the compensation earned by
CPChem's Chief Executive Officer and the next four most highly compensated
executive officers (collectively, the "named executive officers") during the
year ended December 31, 2001 and the six months ended December 31, 2000.

For the six months ended December 31, 2000, either Phillips or ChevronTexaco
paid the compensation shown below of the named executive officers and CPChem
reimbursed the parents for such amounts. Some of the named executive officers
received additional compensation from the parents during the six months ended
December 31, 2000 for their service to the parents prior to the formation of
CPChem. These amounts, which CPChem did not reimburse, were included in the
Summary Compensation Table contained in CPChem's Registration Statement.

<Table>
<Caption>
                                                Annual Compensation     Long-term Compensation
                                                -------------------     ----------------------
                                                                         Awards      Payouts       All Other
                                                                         ------      -------       Compen-
Name and Principal Position        Year (a)     Salary       Bonus      Options       LTIP         sation (b)
---------------------------        --------   ---------   ---------     -------     ---------     ----------
<S>                                  <C>      <C>         <C>            <C>       <C>             <C>
James L. Gallogly..............      2001     $ 438,471   $ 212,182      59,108    $ 850,000       $ 14,425
President and                        2000       207,498     135,814           -            -            268
Chief Executive Officer

Tim G. Taylor..................      2001       268,125      94,421      25,339      361,280          8,579
Senior Vice President,               2000       127,500      60,097          -             -            142
Olefins & Polyolefins

C. Kent Potter.................      2001       253,500     106,683      19,874      320,000          7,344
Senior Vice President and Chief      2000       120,000      56,571           -            -            777
Financial Officer

Greg C. Garland................      2001       239,411     114,296      14,574      311,686          7,496
Senior Vice President,               2000       110,000      44,542           -            -            104
Planning & Specialty Products

Craig B. Glidden...............      2001       273,650     162,747      21,530      200,000          8,658
Vice President,                      2000       130,000      55,714           -            -            850
General Counsel & Secretary
</Table>

----------
(a)  The amounts shown for 2000 are for the six months ended December 31, 2000.

(b)  During 2001, Messrs. Gallogly, Taylor, Potter, Garland and Glidden received
     company contributions to their savings plan accounts of $13,774, $8,137,
     $6,926, $7,113 and $8,210, respectively, and life insurance premiums of
     $651, $442, $418, $383 and $448, respectively, were paid on their behalf.
     During the last six months of 2000, life insurance premiums of $268, $142,
     $777, $104 and $850, respectively, were paid on their behalf.

                                       86
<Page>

OPTION GRANTS AND OPTIONS EXERCISED DURING 2001

There were no options to purchase securities of CPChem granted during 2001 nor
were any outstanding as of December 31, 2001. However, under CPChem's Long-Term
Incentive Plan (LTIP), phantom share options were granted to the named executive
officers. The following table sets forth information concerning such grants.

<Table>
<Caption>
                                                                                   Potential Realizable
                                                                                     Value at Assumed
                                       Percent of                                     Annual Rates of
                                      Total Options                                 Price Appreciation
                        Number of      Granted to      Exercise                    for Option Term (b)
                         Options        Employees      Price per   Expiration     -----------------------
Name                   Granted (a)       in 2001         Share        Date          @ 5%         @ 10%
----                   ------------   -------------    ---------   ----------      ------       -------
<S>                        <C>            <C>           <C>        <C>           <C>         <C>
James L. Gallogly....      59,108         17.5%         $ 23.08    01/01/2011    $ 857,657   $ 2,173,992

Tim G. Taylor........      25,339          7.5            23.08    01/01/2011      367,669       931,968

C. Kent Potter.......      19,874          5.9            23.08    01/01/2011      288,372       730,966

Greg C. Garland......      14,574          4.3            23.08    01/01/2011      211,469       536,032

Craig B. Glidden.....      21,530          6.4            23.08    01/01/2011      312,400       791,873
</Table>

(a)  The phantom share options vest in one-third (1/3) increments on each
     anniversary of the grant date, which was January 1, 2001 for all of the
     options listed above. Upon exercise, the option holder is entitled to
     receive in cash the difference between the exercise price and the market
     value per share on the valuation date immediately prior to the exercise
     date.

(b)  Potential realizable value is based on the assumption that the market value
     per share appreciates at the annual rate shown (compounded annually) from
     the date of grant until the end of the option term. The market value per
     share at the end of the option term for the options are $37.59 and $59.86,
     assuming 5% and 10% appreciation rates, respectively. The amounts of
     hypothetical appreciation reflect required calculations at rates set by the
     Securities and Exchange Commission and, therefore, are not intended to
     represent either historical appreciation or anticipated future appreciation
     in the market value per share.

AGGREGATED OPTION EXERCISES AND OPTION VALUES AT DECEMBER 31, 2001

The following table reflects the number of unexercised phantom share options at
year-end. At the time of filing, the value of such options could not be
determined as the information required to determine the market value per share
was not yet available. The market value per share is equal to an amount
calculated by multiplying CPChem's average annual EBITDA, as defined in the
LTIP, by the EBITDA multiple of a group of comparable, publicly-traded chemical
companies, and dividing this amount by 100,000,000. No options were exercised by
the named executive officers during 2001.

<Table>
<Caption>
                                                   Number of Options at                 Value of Options at
                                                     December 31, 2001                   December 31, 2001
                            Shares                 --------------------                 -------------------
                          Acquired on    Value
Name                       Exercise    Realized   Exercisable     Unexercisable   Exercisable    Unexercisable
----                      -----------  --------   -----------     -------------   -----------    -------------
<S>                            <C>         <C>       <C>             <C>              <C>           <C>
James L. Gallogly....          -           -         -               59,108           -             n/a

Tim G. Taylor........          -           -         -               25,339           -             n/a

C. Kent Potter.......          -           -         -               19,874           -             n/a

Greg C. Garland......          -           -         -               14,574           -             n/a

Craig B. Glidden.....          -           -         -               21,530           -             n/a
</Table>

                                       87
<Page>

LONG-TERM INCENTIVE PLANS

In 2001, CPChem's Board of Directors adopted the Chevron Phillips Chemical
Company LLC Long-Term Incentive Plan for selected key employees. The plan
provides for two types of awards: phantom share options and target awards. The
Compensation Committee has the sole discretion to determine which employees
receive phantom options or target awards.

The phantom options will have an exercise price equal to the market value per
share as of the grant date. The market value per share is established each
January 1 and July 1, and is equal to an amount calculated by multiplying
CPChem's average annual EBITDA, as defined in the LTIP, by the EBITDA multiple
of a group of comparable, publicly-traded chemical companies, and dividing this
amount by 100,000,000. The options vest in one-third increments on each
anniversary of the grant date and remain exercisable until the tenth anniversary
of the grant date. Upon exercise, the option holder is entitled to receive in
cash the appreciation in value between the exercise price and the market value
per share as of the exercise date.

The Compensation Committee sets target awards at the time such awards are
granted. The amount payable as a target award is determined at the end of each
performance cycle, typically three years, by comparing CPChem's average return
on assets for the performance cycle with a group of comparable companies
selected by the Compensation Committee. This comparison yields a percentile
ranking, which is used to determine the amount of the award as a percentage of
the target award.

LTIP AWARDS IN 2001

<Table>
<Caption>
                                                                                    Estimated Future Payouts
                                                  Performance                  UNDER NON-STOCK-PRICE-BASED-PLANS
                              Target             Period Until             ---------------------------------------------
Name                          Award                 Payout                Threshold(b)          Target         Maximum
----                          -----              ------------             ------------          ------         -------
<S>                        <C>                    <C>                       <C>              <C>            <C>
James L. Gallogly......    $ 758,448 (a)          12/31/2003                $ 379,224        $ 758,448      $ 1,516,895

Tim G. Taylor..........      291,275 (a)          12/31/2003                  145,638          291,275          582,550

C. Kent Potter.........      153,000              12/31/2003                   76,500          153,000          306,000

Greg C. Garland........      201,500 (a)          12/31/2003                  100,750          201,500          403,000

Craig B. Glidden.......      165,750              12/31/2003                   82,875          165,750          331,500
</Table>

(a)  The Compensation Committee granted Messrs. Gallogly, Taylor and Garland
     additional target awards of $303,400, $96,200 and $89,300, respectively, to
     replace potential payouts from the Phillips LTIP that were lost due to
     their termination as Phillips employees.

(b)  CPChem's return on assets must be at least equal to the 40th percentile
     when compared with the peer group (threshold performance) before any award
     can be paid. If the threshold performance is achieved, the awards are paid
     at the threshold level, which is 50% of the target award established for
     the performance period. The actual awards earned can range from 0% -- 200%
     of the target awards.

                                       88
<Page>

CPChem's Board of Directors also adopted a Special Synergy Incentive Plan (SSIP)
for selected key employees. The SSIP is intended to provide incentive for
selected senior management and other key employees to achieve in excess of $150
million in annually-recurring synergies and cost savings on or before June 30,
2002. The amounts payable under the SSIP are based upon a percentage, determined
by the Compensation Committee, of all annually-recurring synergies. The
participants in the SSIP were nominated by CPChem's President and Chief
Executive Officer and confirmed by the Compensation Committee. As provided in
the SSIP, awards will be paid out prior to June 30, 2002 because CPChem achieved
more than $200 million in recurring synergies before that date. A second
measurement will occur after June 30, 2002 and participants may receive a
supplemental payment thereafter based on the difference, if any, between amounts
paid prior to June 30, 2002 and the amounts that would have been paid as of June
30, 2002. The SSIP will expire on June 30, 2002.

PENSION PLANS

RETIREMENT PLAN

CPChem's retirement plan is a defined benefit plan and applies to most
U.S.-based employees. Eligible employees automatically participate in the plan
and begin accruing benefits from January 1, 2001 or their first day of
employment if employed after that date. Eligible employees become fully vested
in their retirement benefits after five years of service with CPChem, including
prior service with Phillips or ChevronTexaco or their affiliates. Retirement
benefits are based on two types of credits: a career average pay benefit and
cash balance account benefit. The career average pay benefit is made up of an
annual credit and discretionary upgrades. The annual credit is equal to 1% of
each eligible employee's pay. Discretionary upgrades to the 1% annual credit may
be made as often as every three years, provided CPChem's earnings support the
additional cost. At age 65, the sum of all the annual credits and discretionary
upgrades are divided by 12 and the result is the eligible employee's monthly
retirement benefit. The cash balance account benefit is made up of an annual
credit and additional credits based on CPChem's profitability. The annual credit
is equal to 1% of each eligible employee's pay. Additional credits may be made
at rates ranging from 0% - 10% of the total amount in each eligible
employee's cash balance account. Upon retirement, the amount in the employee's
cash balance account may be paid as a lump sum payment or converted to a monthly
benefit. If an eligible employee leaves CPChem for any reason prior to
retirement, the balance in the cash balance account may be rolled over into an
individual retirement account or another employer's 401(k) or other defined
contribution plan that accepts rollovers. Eligible employees that came to CPChem
from either parent on January 1, 2001 will receive an adjustment to their
retirement benefit. This adjustment will ensure that an employee's retirement
benefit will not be adversely affected as a result of that employee's ceasing to
accumulate service credit under either parent's pension plan.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

The supplemental executive retirement plan applies to designated officers and
key executives who receive a retirement benefit under the retirement plan and
who have had the amount of that benefit reduced due to required limitations
under the Internal Revenue Code of 1986, as amended, or by reason of deferral of
compensation under our executive deferred compensation plan. The eligible
employee's benefit under this plan is equal to the difference between (a) the
amount the employee would have received under the retirement plan without regard
to the limitations imposed by the Internal Revenue Code and the amounts deferred
by the employee under CPChem's executive deferred compensation plan, and (b) the
amount of the employee's retirement benefit payable under the retirement plan.

The benefits payable under the supplemental executive retirement plan are
payable in the same manner, for the same period, and on the same basis as the
benefits under the retirement plan.

                                       89
<Page>

ESTIMATED RETIREMENT BENEFITS

The estimated annual benefits payable upon retirement at normal retirement age
(defined in the retirement plan as age 65) for each of the named executive
officers are as follows:

<Table>
<Caption>
                                                                  Estimated
        Name                                                  Retirement Benefits
        ----                                                  -------------------
        <S>                                                      <C>
        James L. Gallogly..................................      $ 231,624
        Tim G. Taylor......................................        116,332
        C. Kent Potter.....................................         89,293
        Greg C. Garland....................................        113,381
        Craig B. Glidden...................................        101,000
</Table>

DIRECTOR COMPENSATION

Neither the Class C nor Class P directors of CPChem receive any additional
compensation for their service as directors.

EMPLOYMENT AGREEMENTS

None of the named executive officers have employment agreements with CPChem.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Since December 2000, Messrs. Callahan and Lowe have served as members of the
Compensation Committee of the Board of Directors of CPChem. Neither director has
served as an officer or employee of CPChem or any of its subsidiaries.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
-------   --------------------------------------------------------------

CPChem is a limited liability company wholly-owned by ChevronTexaco and
Phillips, either directly or indirectly through their wholly-owned subsidiaries.
ChevronTexaco's ownership interest is held entirely by Chevron U.S.A. Inc., its
wholly-owned subsidiary. A portion of Phillips' ownership interest is held
directly by Phillips, with the remaining ownership interest held by WesTTex 66
Pipeline Company, Drilling Specialties Company and Phillips Petroleum
International Corporation, all wholly-owned subsidiaries of Phillips. Pursuant
to CPChem's limited liability company agreement, neither parent may transfer its
ownership interest before July 1, 2003, except to wholly-owned affiliates. After
July 1, 2003, either parent may transfer all, but not less than all, of its
ownership interest, subject to a right of first refusal in favor of the
nontransferring parent. The following information is given with respect to the
parents' interests in CPChem as of the date of this annual report.

                                       90
<Page>

<Table>
<Caption>
                                                                                    Percentage
Name and Address of Owner                                     Title of Class       of Ownership
-------------------------                                     --------------       ------------

<S>                                                               <C>                 <C>
Chevron U.S.A. Inc..........................................      Class C             50.0%
     575 Market Street
     San Francisco, California 94105

Phillips Petroleum Company..................................      Class P             37.9%
     Phillips Building
     Bartlesville, Oklahoma 74004

Phillips Petroleum International Corporation................      Class P              9.6%
     1250 Adams Building
     Bartlesville, Oklahoma 74004

WesTTex 66 Pipeline Company.................................      Class P              2.1%
     1250 Adams Building
     Bartlesville, Oklahoma 74004

Drilling Specialties Company................................      Class P              0.4%
     1250 Adams Building
     Bartlesville, Oklahoma 74004
</Table>

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
--------  ----------------------------------------------

All of the related transactions described below are on terms substantially no
more favorable than those that would have been agreed upon by third parties on
an arm's-length basis.

THE GENERAL TRANSITION SERVICES AGREEMENTS. In connection with the formation of
the company, CPChem entered into a General Transition Services Agreement with
Chevron U.S.A. Inc. (Chevron U.S.A.) and a Transition Services Agreement with
Phillips to provide CPChem with personnel, equipment, tools and technology for
reasonable periods of transition after July 1, 2000. Under the agreements,
Chevron U.S.A. and Phillips agree to make all reasonable efforts to have their
employees available to CPChem upon request. Phillips and Chevron U.S.A charge
CPChem for these services according to the rates agreed upon in the various
transition services agreements. The General Transition Services Agreement and
the Transition Services Agreement cover the most significant aspects of the
transfer of employees from and the provision of services by Chevron U.S.A. and
Phillips to CPChem. CPChem has also entered into other ancillary agreements that
cover the provision of particular personnel and services for a period of time
after the formation of the company.

CHEVRON CREDIT FACILITY. On December 22, 2000, CPChem entered into a credit
facility with Chevron Capital Corporation to provide for loans of up to $100
million with interest payable at LIBOR plus 0.25%. As of December 31, 2000, $50
million was drawn under this facility. The balance of this facility, an
additional $50 million, was drawn on February 14, 2001. On March 19, 2001, all
amounts owed under this facility were paid in full and the facility was
canceled.

INTELLECTUAL PROPERTY AGREEMENTS. In connection with the formation of the
company, CPChem entered into a Tradename License Agreement with ChevronTexaco
and Phillips, a General Trademark Assignment Agreement with Phillips, and
separate Intellectual Property Agreements with each assigning or exclusively
licensing rights to certain intellectual property owned by ChevronTexaco and
Phillips.

                                       91
<Page>

COMMON FACILITY OPERATING AGREEMENTS AND SUPPLY AGREEMENTS. In connection with
the formation of the company, CPChem entered into Common Facilities Operating
Agreements with Phillips and Chevron U.S.A. related to the operation of the
chemical facilities located within their refineries in Sweeny, Borger, and
Pascagoula. CPChem has also entered into supply agreements with Phillips and
Chevron U.S.A. under which CPChem purchases various products produced in these
refineries, and Phillips and Chevron U.S.A. purchase various products CPChem
produces in the chemical facilities. CPChem has also entered into an agreement
with Phillips under which it purchases low-sulfur kerosene and solvent
extraction diluents produced at Phillips' refinery located in Woods Cross, Utah.

FEEDSTOCK AGREEMENTS. CPChem is a party to contracts with Phillips, Duke
Energy Field Services, LLC (an affiliate of Phillips) and Dynegy Inc. (an
affiliate of ChevronTexaco) under which they supply CPChem with natural gas
liquid feedstocks.

SALES AGENCY AGREEMENTS. In connection with the formation of the company, CPChem
entered into two sales agency agreements with Phillips under which it markets
and sells certain chemical products produced by Phillips at its Sweeny Refinery
located in Old Ocean, Texas.

POLYETHYLENE PINE SALES. CPChem's Performance Pipe division sells polyethylene
pipe to Phillips. CPChem does not have a long-term sales agreement with
Phillips for the supply of polyethylene pipe; consequently, all of the sales
in 2001 were made via individual purchase orders.


                                     PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
--------  ---------------------------------------------------------------

(a)(1)   The financial statements listed in the Index to Consolidated Financial
         Statements on page 30 are filed as part of this annual report.

(a)(2)   The following schedule is presented as required. All other schedules
         are omitted because the information is not applicable, not required or
         has been furnished in the Consolidated Financial Statements or Notes
         thereto.

                      Chevron Phillips Chemical Company LLC
                 Schedule II - Valuation and Qualifying Accounts
                         Allowance for Doubtful Accounts

<Table>
<Caption>
          MILLIONS
          --------
          <S>                                               <C>
          Balance at July 1, 2000                           $   3
          Additions charged to expense                          1
          Bad debt write-offs                                  (1)
                                                             ----
          Balance at December 31, 2000                          3
          Additions charged to expense                          6
          Bad debt write-offs                                  (3)
                                                             ----
          Balance at December 31, 2001                      $   6
                                                             ====
</Table>

(a)(3) The exhibits listed in the Index of Exhibits on page 95 are filed as part
       of this annual report.

(b)    There were no Reports on Form 8-K filed during the quarter ended December
       31, 2001.

                                       92
<Page>

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                         CHEVRON PHILLIPS CHEMICAL COMPANY LLC

                                                  /s/ C. Kent Potter
                                         -------------------------------------
                                                     C. Kent Potter
                                                Senior Vice President and
                                                 Chief Financial Officer

                                                  Date: March 15, 2002

Each person whose signature appears below hereby constitutes and appoints James
L. Gallogly, C. Kent Potter and Greg G. Maxwell and each of them, the true and
lawful attorneys-in-fact and agents of the undersigned, with full power of
substitution and resubstitution, for and in the name, place and stead of the
undersigned, in any and all capacities, to sign any and all amendments to this
Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and
all other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants to such attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and anything
necessary to be done, as fully to all intents and purposes as the undersigned
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitute, or
substitutes, may lawfully do or cause to be done by virtue hereof.

                                       93
<Page>

Pursuant to the requirements of the Securities Act of 1934, this report has been
signed below by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated.
<Table>
<Caption>
           SIGNATURE                                  TITLE                             DATE
           ---------                                  -----                             ----
<S>                               <C>                                              <C>
/s/ James L. Gallogly             President and Chief Executive Officer            March 15, 2002
--------------------------------
 James L. Gallogly

/s/ C. Kent Potter                Senior Vice President and                        March 15, 2002
--------------------------------  Chief Financial Officer
 C. Kent Potter

/s/ Greg G. Maxwell               Vice President and Controller                    March 15, 2002
--------------------------------
 Greg G. Maxwell

/s/ Darald W. Callahan            Director                                         March 15, 2002
--------------------------------
 Darald W. Callahan

/s/ John E. Lowe                  Director                                         March 15, 2002
--------------------------------
 John E. Lowe

/s/ Michael J. Panatier           Director                                         March 15, 2002
--------------------------------
 Michael J. Panatier

/s/ Patricia E. Yarrington        Director                                         March 15, 2002
--------------------------------
 Patricia E. Yarrington
</Table>

SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 BY REGISTRANTS WHICH HAVE NOT
REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF
1934:

No annual report to security holders covering the Registrant's last fiscal year
has been sent to the Registrant's security holders and no proxy statement, form
of proxy or other proxy soliciting material has been sent to more than ten of
the Registrant's security holders with respect to any annual or other meeting of
security holders. No such report or proxy material is expected to be furnished
to security holders subsequent to the filing of this Annual Report on Form 10-K.

                                       94
<Page>

                                INDEX OF EXHIBITS


<Table>
<Caption>

EXHIBIT NO.                          DOCUMENT
-----------                          --------
<S>      <C>
  *3.1   Certificate of Formation of Chevron Phillips Chemical Company LLC,
         dated May 23, 2000 (Exhibit No. 3.1 to CPChem's Registration Statement
         on Form S-4 dated April 16, 2001).

  *3.2   Certificate of Limited Partnership of Chevron Phillips Chemical Company
         LP, dated April 26, 2000 (Exhibit No. 3.2 to CPChem's Registration
         Statement on Form S-4 dated April 16, 2001).

  *3.3   Certificate of Amendment to Certificate of Limited Partnership of Chevron
         Phillips Chemical Company LP, dated May 23, 2000 (Exhibit No. 3.3 to
         CPChem's Registration Statement on Form S-4 dated April 16, 2001).

  *3.4   Amended and Restated Limited Liability Company Agreement of Chevron
         Phillips Chemical Company LLC, dated July 1, 2000, by and between Chevron
         Corporation, Phillips Petroleum Company, Chevron U.S.A. Inc., Chevron
         Pipe Line Company, Chevron Overseas Petroleum Inc., Drilling Specialties
         Co., WesTTex 66 Pipeline Co. and Phillips Petroleum International
         Corporation (Exhibit No. 3.4 to CPChem's Registration Statement on Form
         S-4 dated April 16, 2001).

  *3.5   Agreement of Limited Partnership of Chevron Phillips Chemical Company LP,
         dated April 26, 2000 (Exhibit No. 3.5 to CPChem's Registration Statement
         on Form S-4 dated April 16, 2001).

  *3.6   Amendment No. 1 to the Amended and Restated Limited Liability Company
         Agreement of Chevron Phillips Chemical Company LLC, dated as of July 1,
         2000, by and between Chevron Corporation, Phillips Petroleum Company,
         Chevron U.S.A. Inc., Chevron Pipe Line Company, Chevron Overseas
         Petroleum Inc., Drilling Specialties Co., WesTTex 66 Pipeline Co. and
         Phillips Petroleum International Corporation (Exhibit No. 3.2 to CPChem's
         Quarterly Report on Form 10-Q for the quarter ended March 31, 2001).

  *4.1   Indenture, dated as of March 19, 2001 between Chevron Phillips Chemical
         Company LLC and Chevron Phillips Chemical Company LP, as Issuers, and The
         Bank of New York as Trustee (Exhibit No. 4.1 to CPChem's Registration
         Statement on Form S-4 dated April 16, 2001).

  *4.2   Amended and Restated Three-Year Credit Agreement among Chevron Phillips
         Chemical Company LLC and Chevron Phillips Chemical Company LP, as
         Borrowers, and Bank of America, N.A., The Chase Manhattan Bank, ABN AMRO
         Bank, N.V., National Westminster Bank Plc., and certain financial
         institutions party thereto, dated as of July 3, 2000 (Exhibit No. 4.3 to
         CPChem's Registration Statement on Form S-4 dated April 16, 2001).

  *4.3   First Amendment to Amended and Restated Three-Year Credit Agreement among
         Chevron Phillips Chemical Company LLC and Chevron Phillips Chemical
         Company LP, as Borrowers, and Bank of America, N.A., The Chase Manhattan
         Bank, ABN AMRO Bank, N.V., National Westminster Bank Plc., and certain
         lenders from time to time parties thereto, dated as of July 2, 2001
         (Exhibit No. 4.1 to CPChem's Quarterly Report on Form 10-Q for the
         quarter ended June 30, 2001).

  *4.4   364-Day Credit Agreement among Chevron Phillips Chemical Company LLC and
         Chevron Phillips Chemical Company LP, as Borrowers, and Bank of America,
         N.A., The Chase Manhattan Bank, ABN AMRO Bank N.V., The Royal Bank of
         Scotland, Barclays Bank Plc, and the several lenders from time to time
         parties thereto, dated as of July 2, 2001 (Exhibit No. 4.2 to CPChem's
         Quarterly Report on Form 10-Q for the quarter ended June 30, 2001).

 *10.1   Contribution Agreement by and among Phillips Petroleum Company, Chevron
         Corporation and Chevron Phillips Chemical Company LLC, dated May 23, 2000
         (Exhibit No. 10.1 to CPChem's Registration Statement on Form S-4/A dated
         May 10, 2001).

                                       95
<Page>

 *10.2   Letter Agreement dated July 5, 2001, amending the Contribution
         Agreement, dated May 23, 2000, between Chevron Corporation, Phillips
         Petroleum Company and Chevron Phillips Chemical Company LLC (Exhibit No.
         10.1 to CPChem's Quarterly Report on Form 10-Q for the quarter ended June
         30, 2001).

 *10.3   Chevron Phillips Chemical Company LP Executive Deferred Compensation
         Plan, effective January 1, 2001 (Exhibit No. 10.2 to CPChem's
         Registration Statement on Form S-4 dated April 16, 2001).

 *10.4   Chevron Phillips Chemical Company LP Supplemental Executive Retirement
         Plan (Exhibit No. 10.3 to CPChem's Registration Statement on Form S-4
         dated April 16, 2001).

  10.5   Chevron Phillips Chemical Company LLC Long-Term Incentive Plan.

  10.6   Chevron Phillips Chemical Company LLC Annual Incentive Plan.

  10.7   Chevron Phillips Chemical Company LP Special Synergy Incentive Plan.

  21.1   Subsidiaries of the Registrant.

 ----------
 * Incorporated by reference as indicated.

</Table>

                                       96

<Page>


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                            LONG-TERM INCENTIVE PLAN

                                      OF

                      CHEVRON PHILLIPS CHEMICAL COMPANY LLC



--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

<Page>

                            LONG-TERM INCENTIVE PLAN
                                      OF
                      CHEVRON PHILLIPS CHEMICAL COMPANY LLC

                             --------------------

                              TABLE OF CONTENTS

<Table>
<S>                                                                       <C>
1.  Interpretation and Definitions..........................................1
      1.1  General..........................................................1
      1.2  Definitions......................................................2
2.  Administration..........................................................5
3.  Eligibility and Participation...........................................6
4.  Grants..................................................................6
      4.1  Grant and Exercise of Phantom Share Options......................6
      4.2  Grant and Exercise of Target Awards..............................9
      4.3  Provisions Common to Option and Performance Awards..............11
5.  Amendment or Discontinuance............................................11
6.  Recapitalization, Merger, and Consolidation; Change in Control.........13
7.  Miscellaneous..........................................................13
</Table>

<Page>

                           LONG-TERM INCENTIVE PLAN
                                      OF
                    CHEVRON PHILLIPS CHEMICAL COMPANY LLC


                                   PURPOSE

The purpose of the Long-Term Incentive Plan (the "Plan") is to attract,
motivate, and retain qualified management personnel by providing to them a
long-term incentive compensation plan that will provide competitive
compensation opportunities similar to those of comparable companies in the
chemical industry, align the interests of key management with the interests
of the Company's shareholders, and encourage the creation of additional
shareholder value for the benefit of the Company's shareholders.

The Plan is intended to be a compensation plan for a select group of
management or other highly-compensated employees, within the meaning of ERISA.

The Plan shall be effective as of January 1, 2001.

1.      INTERPRETATION AND DEFINITIONS

1.1     GENERAL.

(a)     INTERPRETATION. Unless a clear contrary intention appears, for
purposes of construction of this Plan and all related Plan Documents:

(i)     the singular number includes the plural number and vice versa;

(ii)    reference to any person includes such person's successors and assigns
        but, if applicable, only if such successors and assigns are permitted
        by the Plan Documents, and reference to a person in a particular
        capacity excludes such person in any other capacity or individually;

(iii)   reference to any gender includes each other gender;

(iv)    reference to any agreement, document or instrument means such
        agreement, document or instrument as amended or modified and in
        effect from time to time in accordance with the terms thereof;

(v)     reference to any law means such law as amended, modified, codified,
        replaced or reenacted, in whole or in part, and in effect from time
        to time, including rules and regulations promulgated thereunder, and
        reference to any section or other provision of any law means that
        provision of such law from time to time in effect and constituting
        the substantive amendment, modification, codification, replacement or
        reenactment of such section or other provision;

<Page>

(vi)    reference in any Plan Document to any article, section, appendix,
        schedule or exhibit means such article or section thereof or
        appendix, schedule or exhibit thereto;

(vii)   "hereunder", "hereof", and words of similar import shall be deemed
        references to a Plan Document as a whole and not to any particular
        Article, Section or other provision thereof;

(viii)  "including" (and with the correlative meaning "include") means
        including without limiting the generality of any description
        preceding such term;

(ix)    "or" is not exclusive;

(x)     relative to the determination of any period of time, "from" means
        "from and including" and "to" means "to but excluding;" and

(xi)    references to days, weeks, months, quarters and years are references
        to such periods as determined by the Gregorian calendar.

(b)     ACCOUNTING TERMS. In each Plan Document, unless expressly otherwise
provided, accounting terms shall be construed and interpreted, and accounting
determinations and computations shall be made, in accordance with generally
accepted accounting principles.

(c)     CONFLICT IN PLAN DOCUMENTS. If there is any conflict between any two
or more Plan Documents, such Plan Documents shall be interpreted and
construed, if possible, so as to avoid or minimize such conflict but, to the
extent (and only to the extent) of such conflict, the Plan Document dealing
most specifically with the matter as to which there is a conflict shall
prevail and control.


1.2     DEFINITIONS

(a)     "Average Return on Assets" means the statistical mean of the Returns
on Assets earned by a company in each year of a given Performance Cycle.

(b)     "Board" means the Board of Directors of the Company.

(c)     "Chevron" means Chevron Corporation, or such entity as may be
controlled by Chevron, that directly or indirectly holds a membership
interest in the Company.

(d)     "Change in Control" of the Company means the occurrence of an event
in which (i) any persons or persons acting together as a single entity, other
than Chevron Corporation or Phillips Petroleum Company, acquires more than
fifty percent (50%) of the Company's assets or voting shares; (ii) during any
period of two consecutive years, individuals who at the beginning of the
two-year period constitute the Board cease for

                                       2


<Page>

any reason to constitute a majority of the Board; (iii) there is consummated
a merger or consolidation of the Company with any other corporation or entity
which the Board deems to be a Change in Control; or (iv) the shareholders of the
Company approve a plan of complete liquidation or dissolution of the Company
or an agreement for the sale or disposition by the Company of all or
substantially all of the Company's assets.

(e)      "Committee" means the Compensation Committee of the Board.

(f)      "Company" means the Chevron Phillips Chemical Company LLC and any
successor entity.

(g)      "Date of Grant" means the effective date on which a Phantom Share or
a Target Award, as the case may be, is granted to a Participant.

(h)      "Date of Termination" means the date on which a Participant ceases
to be a regular, full-time Employee.

(i)      "Disability" means disability as determined under the Long-Term
Disability Plan of Chevron Phillips Chemical Company LP.

(j)      "EBITDA" means earnings before interest, taxes, depreciation, and
amortization as reported in the financial records of the Company, or the
financial records of any other company, or segment thereof, against whom the
performance of the Company is being compared.

(k)      "EBITDA Multiple" means the average of the quotients obtained by
dividing the market value of each company listed from time to time on Exhibit A
as of any relevant date by the EBITDA of that company as of the same date.
For purposes of the foregoing calculation, the market value of a company
shall be deemed to be the product of the publicly quoted price per share of
common stock of that company as of the close of business on the relevant date
(or, in the event that such day is not a day on which shares of such company
are traded on the principal exchange on which such shares are listed, on the
next day preceding the relevant date on which such shares are traded)
multiplied by the number of issued and outstanding shares of such company. In
the event that the EBITDA Multiple of a segment of a company, as opposed to
the company as a whole, is being obtained, the Committee shall make such
determinations, as to market value and other considerations, as it deems
necessary for purposes of arriving at an EBITDA Multiple which it deems fair
and appropriate in all the circumstances.

(l)      "Employee" means full-time employee of a Participating Employer.

(m)      "ERISA" means the Employee Retirement Income Security Act of 1974.

(n)      "Grant" means the award of a Phantom Share Option or the award of a
Target Award, as the case may be, subject to such terms and conditions as may
be set forth in a Grant Agreement accompanying such award.


                                       3
<Page>


(o)      "Grant Agreement" or "Agreement" means, (i) in the case of a Grant of
Phantom Share Options, the agreement accompanying such Grant which sets forth
the number of Phantom Shares, the initial Market Value Per Share, vesting,
exercise rights, and other terms and conditions pertaining to that Grant as
established by the Committee, or (ii) in the case of a Grant of a Target
Award, agreement accompanying such Grant which sets forth the Performance
Schedule, vesting, and other terms and conditions pertaining to that Grant, as
established by the Committee.

(p)      "Market Value" means the estimated market value of the Company as
determined as of each Valuation Date by the Committee by multiplying the
Company's average annual EBITDA by the EBITDA Multiple of the group of
comparable chemical companies. For the calculation to be made January 1,
2001, the Committee shall use the Company's EBITDA for the preceding twelve
(12) months, and for the calculation, if any, to be made July 1, 2001, the
Committee shall use the Company's EBITDA for the preceding eighteen (18)
months. Thereafter, the Committee shall utilize the Company's EBITDA for the
preceding twenty-four (24) months.

(q)      "Market Value Per Share" means the Company's Market Value divided by
one hundred million (100,000,000).

(r)      "Participant" means an Employee to whom a Phantom Share Option or a
Target Award, as the case may be, may be granted pursuant to the Plan.

(s)      "Participating Employer" means any direct or indirect subsidiary
entity of the Company which, with the Company's consent, has adopted the Plan.

(t)      "Performance Award" means the amount payable to a Participant based
on the Company's Relative Return during a Performance Cycle, calculated as
described in the Performance Schedule of the Grant Agreement accompanying the
Participant's Target Award.

(u)      "Performance Cycle" means the continuous period during which a
Target Award is earned by Participants.

(v)      "Performance Schedule" means the schedule relating a Participant's
Performance Award amount to the Company's Relative Return during the
Performance Cycle.

(w)      "Phantom Share" means a fictitious share of Company stock, having a
value, as of each Valuation Date, equal to the Company's Market Value Per
Share.

(x)      "Phantom Share Option" or "Option" means the right to receive the
gain in the Company's Market Value Per Share for each Phantom Share granted.


                                       4

<Page>


(y)      "Phillips" means Phillips Petroleum Company, or such entity as may be
controlled by Phillips Petroleum Company, that directly or indirectly holds a
membership interest in the Company.

(z)      "Plan" means the Chevron Phillips Chemical Company LLC Long-Term
Incentive Plan.

(aa)     "Plan Document" means this Plan, any Grant Agreement executed in
respect of any award, and any other document defining the rights and
liabilities of any Participant.

(bb)     "Relative Return" means the percentile ranking of the Company's
Average Return on Assets, as measured at the end of a Performance Cycle,
based on the Average Returns on Assets earned by a group of comparable
chemical companies.

(cc)     "Retirement" means retirement pursuant to the Retirement Income Plan
of Chevron Phillips Chemical Company LP, or any retirement plan of any
Participating Employer.

(dd)     "Return on Assets" means operating income of a company divided by
the average of that company's assets over the fiscal period during which such
operating income was earned. The operating income and assets data to be used
shall be derived from publicly available information reported by the Company
and each component company of a group of comparable chemical companies, with
allowance for such adjustments, as are deemed necessary by the Committee (i)
to achieve a degree of accuracy acceptable to the Committee and (ii) to
ensure that the results obtained are consistent with the return on assets
calculations made for purposes of the Employee Incentive Plan available
generally to Employees.

(ee)     "Target Award" means the Performance Award which will be paid to a
Participant, assuming that the Company's actual Relative Return equals the
Relative Return level required for the payment of awards at a one hundred
percent (100%) level, as established by the Committee at the beginning of
each Performance Cycle, and as set forth in Participants' Grant Agreements.

(ff)     "Termination of Service" occurs when a Participant ceases to serve
as an Employee for any reason.

(gg)     "Valuation Date" means each January 1, July 1 or such other date as
the Committee shall select.

(hh)     "Vest," and the correlative term "Vested," shall mean that the
holding period for Options described in Section 4.1(b) has been satisfied.

2.       ADMINISTRATION

(a)      The Plan shall be administered by the Committee.


                                       5
<Page>


(b)      The Committee may establish, from time to time and at any time,
subject to the limitations of the Plan as set forth herein, such rules and
regulations and amendments and supplements thereto, as it deems necessary to
comply with applicable law and for the proper administration of the Plan. A
majority of the members of the Committee shall constitute a quorum. The vote
of a majority of a quorum shall constitute action by the Committee provided
that at least one member of the Committee appointed by Chevron and one member
appointed by Phillips concurs therein.

(c)      The Committee shall from time to time determine the names of those
executives or other key Employees who, in it opinion, should receive Phantom
Share Options, Target Awards, or both, and shall determine the number of
Phantom Shares Options and/or the value of Target Awards which should be
granted to such person, and the terms and conditions of any grant to be made;
provided, in those cases in which the Board has delegated to the Chief
Executive Officer of the Company (the "CEO") or other officers of the
Company the authority to make such determination with respect to certain
classes of Employees, such determinations shall be made by the CEO or such
officers.

(d)      Phantom Share Options and/or Target Awards shall be granted by the
Company only upon the prior approval of the Committee and upon the execution
of a Grant Agreement between the Company and the Participant. All such Grant
Agreements shall be entered into by the Company as agent for Participating
Employers, and all Phantom Share Option Grants, Target Awards and resultant
Performance Awards shall be and remain the liability of the Participating
Employer employing a Participant at the time of such Grants.

(e)      The Committee's interpretation and construction of the provisions of
the Plan and rules and regulations adopted by the Committee shall be final.
No member of the Committee or the Board shall be liable for any action taken,
or determination made, in respect of the Plan in good faith. Each member of
the Committee and each member of the Board shall be fully justified in
relying upon or acting in good faith upon any opinion, report, or information
furnished in connection with the Plan by any accountant, counsel, or other
specialist (including financial officers of the Company, whether or not such
persons are Participants in the Plan).

(f)      This Plan may be adopted by such subsidiary entities of the Company
as the Board or Committee may approve, whereupon such entities shall become
Participating Employers.

3.       ELIGIBILITY AND PARTICIPATION

(a)      Any Employee (including an Employee who is also a director or an
officer) is eligible to participate in the Plan. Participants shall be
selected, however, in consideration of the purpose of the Plan.


                                       6

<Page>

(b)   The Committee, upon its own action, may grant, but shall not be
required to grant, Phantom Share Options and/or Target Awards to any
Employee. Grants may be made by the Committee at any time and from time to
time to new Participants, or to then Participants, or to a greater or lesser
number of Participants, and may include or exclude previous Participants, as
the Committee shall determine.

(c)   Each Grant shall be evidenced by a Grant Agreement in such form and
with such terms and conditions, as the Committee may from time to time
determine. The rights of a Participant with respect to any Grant shall at all
times be subject to the terms and conditions set forth in the Grant Agreement
relating thereto and in the Plan Documents. Except as required by this Plan,
different Grants need not contain terms or conditions similar to any Grant
made prior thereto or contemporaneously therewith. The Committee's
determinations under the Plan (including determinations of which Employees,
if any, are to receive Grants, the form, amount and timing of such Grants, the
terms and provisions of such Grants and the agreements evidencing same) need
not be uniform and may be made by it selectively among Employees who receive,
or are eligible to receive, Grants under the Plan.

4.    GRANTS

4.1   GRANT AND EXERCISE OF PHANTOM SHARE OPTIONS

(a)   Upon the Grant of any Phantom Share Options, the Committee shall
establish a Market Value Per Share for the fictitious shares underlying such
Options.

(b)   Except as otherwise in this Section 4.1 or in any other Plan Document,
(i) one third (1/3) of the Phantom Share Options granted pursuant to any
Grant Agreement shall become exercisable by the Participant twelve (12)
months, twenty-four (24) months, and thirty-six (36) months, respectively,
following the effective Date of Grant, and (ii) Phantom Share Options which
have become exercisable shall remain exercisable until the tenth (10th)
anniversary of the effective Date of Grant. Notwithstanding any provision to
the contrary in this Section 4.1, Phantom Share Options may not be increased
after the tenth (10th) anniversary of the Effective Date of Grant.

(c)   Upon a Participant's Retirement, all Phantom Share Options previously
granted shall Vest according to the schedule described in Section 4.1(b), and
all Options granted must be exercised within three (3) years of the
Participant's date of Retirement. In the event a Participant does not elect
to exercise any such Option prior to the expiration of such period, the same
shall be deemed to have been exercised on the final day thereof.

(d)   Upon a Participant's other voluntary Termination of Service, the
Participant shall be deemed to have elected to exercise all Vested Options,
and the value thereof shall be paid to the Participant as promptly as
reasonably practicable following the calculation of such value. All Options
not Vested as of the Participant's Date of Termination shall be forfeited.

                                       7
<Page>

(e)   Upon a Participant's involuntary Termination of Service, the
Participant shall have a period of ninety (90) days from the Participant's
Date of Termination within which to exercise all Vested Options, and the
value thereof shall be paid to the Participant as promptly as reasonably
practicable following such exercise and the calculation of such value. In the
event a Participant does not elect to exercise any such Option prior to the
expiration of such period, the same shall be deemed to have been exercised on
the final day thereof. All Options not Vested as of the Participant's Date of
Termination shall be forfeited.

(f)   Upon a Participant's Disability, the Participant shall have a period of
twelve (12) months from the Participant's date of Disability within which to
exercise all Vested Options, and the value thereof shall be paid to the
Participant as promptly as reasonably practicable following such exercise and
the calculation of such value. In the event a Participant does not elect to
exercise any such Option prior to the expiration of such period, the same
shall be deemed to have been exercised on the final day thereof. All Options
not Vested as of the Participant's date of Disability shall be forfeited.

(g)   Upon a Participant's death, the Participant's beneficiary, executor,
administrator or other personal representative, as the case may be, shall
have a period of three (3) years from the Participant's date of death within
which to exercise all Vested Options, and the value thereof shall be paid to
the Participant's beneficiary or estate as promptly as reasonably practicable
following such exercise and the calculation of such value. In the event a
Participant's beneficiary, executor, administrator or other personal
representative does not exercise any such Option prior to the expiration of
such period, the same shall be deemed to have been exercised on the final day
thereof. All Options not Vested as of the Participant's date of death shall
be forfeited.

(h)   Notwithstanding the foregoing provisions of this Section 4.1, in the
event a Phantom Share Option holder (i) takes a leave of absence for personal
reasons or as a result of entry into the Armed Forces of the United States,
or (ii) terminates employment for reasons which, in the judgment of the
Committee are deemed to be special circumstances, the Committee may consider
such circumstances and may take such action in respect of the related Grant
and Grant Agreement as it may deem appropriate, including reducing or
canceling such Grant, and accelerating and/or extending the time rights with
respect to previously granted Phantom Share Options may be exercised;
provided in no event may any Option be exercised after the expiration of the
term of the Option.

(i)   The Committee shall determine the Market Value of the Company as of each
Valuation Date. For purposes of such determination, the comparator group
shall be initially composed of the publicly-traded chemical companies set
forth in Exhibit A. The Committee, in its sole discretion and judgment, may
make such changes to the comparator group from time to time as it deems
advisable to reflect industry merger and acquisition activity, shifts in
market or business strategy, or other considerations which could influence
the Company's Market Value determination.

                                       8
<Page>

(j)     The Market Value Per Share shall always be based upon the most recent
calculation as set forth in Section 4.1(i). The calculated Market Value Per
Share will always be in effect for a period of six (6) months and until such
time as a new calculation is made based upon publicly-available market and
financial data. The calculated Market Value Per Share shall be the prevailing
value for all grant and exercise activity pursuant to the Plan.

(k)     A Phantom Share Option holder desiring to exercise rights with
respect to an Option shall notify the Company in writing in such manner as
shall be specified in the Grant Agreement.

(l)     The Phantom Share Option holder must be Vested with respect to the
number of Phantom Share Options he elects to exercise as set forth in the
Grant Agreement and must make each election to exercise on or before the end
of the Option's term.

(m)     Upon the exercise of rights with respect to a Phantom Share Option,
the Participant will receive the appreciation in value, if any, between the
Company's Market Value Per Share on the Date of Grant and the date of
exercise. The Market Value Per Share on the date of exercise will be based
upon the same calculation methodology as is set forth in Section 4.1(i).
Except as otherwise provided, the appreciation in value, if any, will be paid
to the Participant in the form of cash as a lump sum as soon as is practicable
following the Participant's written notification to the Company of his
exercise election. Such cash payment will be made consistent with the
Company's regular payroll policy and procedures and will be subject to
applicable tax and withholding regulations and procedures in effect at that
time.

(n)     On a date at least six (6) months in advance of the Participant's
election to exercise a Grant, the Participant may voluntarily elect to defer
receipt of his Phantom Share appreciation and to cause such amount to be
credited to his account with the Company's nonqualified deferred compensation
plan for executives. The rules and procedures governing the nonqualified
deferred compensation plan shall govern and be binding upon any Participants
who elect to make such deferrals.

(o)     A Participant shall not make payment for or in any way contribute to
the exercise of a Phantom Share Option. Any applicable withholding and
payroll taxes may be taken from the applicable appreciation in Market Value
Per Share due to the Participant following exercise.

4.2     GRANT AND EXERCISE OF TARGET AWARDS

(a)     The Performance Schedule for each Target award shall be established
by the Committee at the time of Grant. At the conclusion of each Performance
Cycle, Grants shall, subject to the provisions of the Plan Documents, become
payable.

(b)     Each Performance Cycle, subject to the other limitations set forth in
the Plan, may extend for a period of up to three (3) years from the Date of
the Grant. The length of each

                                       9

<Page>

Performance Cycle shall be determined by the Committee at the time of Grant;
provided, if no term is established by the Committee the term of the
Performance Cycle shall be three (3) years from the Date of Grant.

(c)     Except as provided in Sections 4.2(d) and 4.3(c), upon voluntary or
involuntary Termination of Service, the Participant's Target Award and all
rights thereunder shall terminate effective at the close of business on the
date the Participant's Date of Termination; provided, in the case of
termination due to Retirement, Disability or death, the Participant shall be
entitled to a pro-rated Performance Award based on the Relative Return of the
Company through the end of the year in which the Date of Termination occurs.

(d)     Notwithstanding Section 4.2(c), in the event a Participant (i) takes
a leave of absence from the Company for personal reasons or as a result of
entry into the Armed Forces of the United States, or (ii) terminates
employment for reasons which, in the judgment of the Committee, are deemed to
be special circumstances, the Committee may consider such circumstances and
may take such action in respect of the related Grant and Grant Agreement as
it may deem appropriate under the circumstances, including extending the
rights of a Participant to continue participation in the Plan beyond his Date
of Termination; provided in no event may participation be extended beyond the
term of the Performance Cycle.

(e)     At the end of each year, the Committee shall determine the Return on
Assets earned by the Company and each of the companies composing the group of
comparable chemical companies selected by the Committee for each complete
fiscal year covered by the relevant Performance Cycle. The comparator group
shall be initially composed of the chemical companies, or chemical segments
thereof, set forth in Exhibit B.

(f)     The statistical mean average of the Company's Return on Assets for
the duration of the Performance Cycle (the Average Return on Assets) will be
compared to those of each of the component companies of the group of
comparable companies selected by the Committee. The comparison of the
Company's results against those of the component companies will yield a
percentile ranking, which will be used to determine the amount of the
Performance Award as a percentage of Participants' Target Award. The
Committee may make such further adjustments in such calculations as it deems
appropriate with respect to individual Participants or to Participants in the
aggregate.

(g)     For purposes of assessing the Company's Relative Return, only
companies against which relative performance can be reasonably determined for
each component year of the Performance Cycle shall be considered.

(h)     Upon final determination of the Participants' Performance awards by
the Committee, Participants will become eligible to receive payment.
Performance Award amounts shall be paid in cash as a lump sum as soon as
practicable after the final determination by the Committee.


                                       10


<Page>

(i)    On a date at least six (6) months in advance of the end of a given
Performance Cycle, the Participant may voluntarily elect to defer receipt of
his Performance Award and to cause such amount to be credited to his account
with the Company's nonqualified deferred compensation plan for executives. The
rules and procedures governing the nonqualified deferred compensation plan
shall govern and be binding upon any Participants who elect to make such
deferrals.

4.3    PROVISIONS COMMON TO OPTIONS AND PERFORMANCE AWARDS

(a)    Awards shall be nontransferable and nonassignable, except that such
Awards may be transferred (i) to such beneficiary as the Participant may
designate in the event of death, Disability or other incapacity, or (ii) by
testamentary instrument or by the laws of descent and distribution. The
Committee shall prescribe the form and manner in which beneficiary
designations shall be made, revoked or amended. Any valid beneficiary
designation on file with the Company shall take priority over any conflicting
provision of any testamentary or similar instrument.

(b)    The establishment of the Plan shall not confer any legal rights upon
any Employee or other person to continued of employment, nor shall it
interfere with the right of any Participating Employer (which right is hereby
reserved) to discharge any Employee and to treat him without regard to the
effect which that treatment might have upon him as a Participant or potential
Participant.

(c)    In the event that any Participant engages in any activity which the
Committee judges to be detrimental to the Company or any Participating
Employer, or otherwise fails to substantially perform his or her obligations
as an Employee, the Committee may, at any time prior to payment of an award to
a Participant, cancel or reduce the award in whole or in part.

5.     AMENDMENT OR DISCONTINUANCE

Subject to the limitations set forth in this Section 5, the Board may at any
time and from time to time, without the consent of the Participants, alter,
amend, revise, suspend, or discontinue the Plan in whole or in part. Any such
amendment shall, to the extent deemed necessary or advisable by the Committee,
be applicable to any outstanding Grants theretofore awarded under the Plan,
notwithstanding any contrary provisions contained in any Grant Agreement. In
the event of any such amendment to the Plan, the holder of any Grant
outstanding under the Plan shall, upon request of the Committee and as a
condition to the exercisability thereof, execute a conforming amendment in the
form prescribed by the Committee to any Grant Agreement relating thereto.
Notwithstanding anything contained in this Plan to the contrary, unless
required by law, no action contemplated or permitted by this Section 5 shall
adversely affect any rights of Participants or obligations of the Company to
Participants with respect to any award theretofore granted under the Plan
without the consent of the affected Participant.


                                      11

<Page>

6.     RECAPITALIZATION, MERGER, AND CONSOLIDATION; CHANGE IN CONTROL

(a)    The existence of this Plan and the awards granted hereunder shall not
affect in any way the right or power of the Company or those entities holding
membership interests in the Company to make or authorize any or all
adjustments, reorganizations, or other changes in the Company's capital
structure and its business, or any merger or consolidation of the Company, or
the dissolution or liquidation of the Company, or any sale or transfer of all
or part of its assets or business, or any other corporate act or proceeding,
whether of a similar character or otherwise.

(b)    In the event of a Change in Control, all Grants outstanding shall
thereupon automatically be accelerated and payable in full. In the case of
Performance Awards, payment shall be made at a Relative Return level
determined by the Committee, which shall be deemed payment in full. The
determination of the Committee that any of the foregoing conditions has been
met shall be binding and conclusive on all parties. Notwithstanding the
foregoing, in the event that, incident to a Change in Control, provision is
made for the transfer of rights under this Plan to another or successor Plan,
Participants shall be allowed to make such transfer.

7.     MISCELLANEOUS

(a)    Neither the adoption of this Plan nor any action of the Board or the
Committee shall be deemed to give any person any right to be granted an award
or any other rights except as may be evidenced by Grant Agreement, or any
amendment thereto, duly authorized by the Committee and executed on behalf of
the Company, and then only to the extent and upon the terms and conditions
expressly set forth therein.

(b)    The Company shall have the right to deduct from all amounts hereunder
paid in cash, any federal, state, local, or other taxes required by law to be
withheld with respect to such payments.

(c)    THE VALIDITY, CONSTRUCTION AND EFFECT OF THE PLAN, ANY PLAN DOCUMENTS,
AND ANY ACTIONS TAKEN OR RELATING TO THE PLAN SHALL BE DETERMINED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS APPLICABLE TO CONTRACTS MADE
AND TO BE PERFORMED WITHIN SUCH STATE.

(d)    The Company will require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of
the business and/or assets of the Company, expressly to assume and agree to
perform the Company's obligations under this Plan in the same manner and to
the same extent that the Company would be required to perform them if no such
succession had taken place.

(e)    The Plan shall be unfunded. Neither the Company, any Participating
Employer, the Committee, nor the Board shall be required to segregate any
assets or secure any liability that may at any time be represented by Grants
made pursuant to the Plan.


                                      12

<Page>

(f)    The Plan shall have a term of ten (10) years from its effective date.
After termination of the Plan, no future Grants may be made.

































                                      13




<Page>

                                   EXHIBIT A

                              COMPARATOR COMPANIES
                                 OPTION AWARDS

The following companies shall be the initial comparator companies for the
purposes of Option awards:

1.  Air Products and Chemicals, Inc.

2.  The Dow Chemical Company

3.  E.I. du Pont de Nemours and Company

4.  Eastman Chemical Company

5.  Georgia Gulf Corporation

6.  Lyondell Chemical Company

7.  Millennium Chemicals Inc.

8.  NOVA Chemicals Corporation

9.  Rhome and Haas Company

10. Solutia Inc.















                                       14
<Page>

                                   EXHIBIT A

                              COMPARATOR COMPANIES
                               PERFORMANCE AWARDS

The following companies, or the chemicals segments thereof, shall be the
initial comparator companies for the purposes of Performance Awards:

1.  BP, p.l.c. (chemicals segment)

2.  Borealis (polyolefins & chemicals segment)

3.  The Dow Chemical Company

4.  Eastman Chemical Company

5.  Equistar Chemicals, LP

6.  ExxonMobil Corporation (chemicals segment)

7.  Georgia Gulf Corporation

8.  NOVA Chemicals Corporation

9.  Royal Dutch/Shell Group (Chemicals segment)

10. Solutia Inc.

11. Sunoco, Inc. (chemicals segment)












                                       15

<Page>

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------



                              ANNUAL INCENTIVE PLAN

                                       OF

                       CHEVRON PHILLIPS CHEMICAL COMPANY LLC



--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

<Page>

                            ANNUAL INCENTIVE PLAN
                                      OF
                      CHEVRON PHILLIPS CHEMICAL COMPANY LLC

                             --------------------

                              TABLE OF CONTENTS

<Table>
<S>                                                                       <C>
1.  Interpretation and Definitions..........................................1
      1.1  General..........................................................1
      1.2  Definitions......................................................2
2.  Administration..........................................................4
3.  Eligibility and Participation...........................................5
4.  Awards and Payment of Awards............................................5
5.  Recapitalization, Merger, and Consolidation; Change in Control..........6
6.  Miscellaneous...........................................................7
</Table>

Schedule A - Administrative Procedures















                                       ii
<Page>

                            ANNUAL INCENTIVE PLAN
                                      OF
                    CHEVRON PHILLIPS CHEMICAL COMPANY LLC


                                   PURPOSE

The purpose of the Annual Incentive Plan (the "Plan") is to attract,
motivate, and retain qualified management personnel by providing to them an
annual incentive compensation plan that will provide competitive compensation
opportunities similar to those of comparable companies in the chemical
industry, align the interests of key management personnel with the interests
of the Company's shareholders, and assist the Company in achieving its goal
of being the top performer in each of its businesses.

The Plan is intended to be a compensation plan for a select group of
management or other highly-compensated employees, within the meaning of ERISA.

The Plan shall be effective as of January 1, 2001.

1.      INTERPRETATION AND DEFINITIONS

1.1     GENERAL.

(a)     INTERPRETATION. Unless a clear contrary intention appears, for
        purposes of construction of this Plan and all related Plan Documents:

(i)     the singular number includes the plural number and vice versa;

(ii)    reference to any person includes such person's successors and assigns
        but, if applicable, only if such successors and assigns are permitted
        by the Plan Documents, and reference to a person in a particular
        capacity excludes such person in any other capacity or individually;

(iii)   reference to any gender includes each other gender;

(iv)    reference to any agreement, document or instrument means such
        agreement, document or instrument as amended or modified and in
        effect from time to time in accordance with the terms thereof;

(v)     reference to any law means such law as amended, modified, codified,
        replaced or reenacted, in whole or in part, and in effect from time
        to time, including rules and regulations promulgated thereunder, and
        reference to any section or other provision of any law means that
        provision of such law from time to time in effect and constituting
        the substantive amendment, modification, codification, replacement or
        reenactment of such section or other provision;



<Page>

(vi)    reference in any Plan Document to any article, section, appendix,
        schedule or exhibit means such article or section thereof or
        appendix, schedule or exhibit thereto;

(vii)   "hereunder", "hereof", and words of similar import shall be deemed
        references to a Plan Document as a whole and not to any particular
        article, section or other provision thereof;

(viii)  "including" (and with the correlative meaning "include") means
        including without limiting the generality of any description
        preceding such term;

(ix)    "or' is not exclusive;

(x)     relative to the determination of any period of time, "from" means
        "from and including" and "to" means "to but excluding;" and

(xi)    references to days, weeks, months, quarters and years are references
        to such periods as determined by the Gregorian calendar.

(b)     ACCOUNTING TERMS. In each Plan Document, unless expressly otherwise
        provided, accounting terms shall be construed and interpreted, and
        accounting determinations and computations shall be made, in
        accordance with generally accepted accounting principles.

(c)     CONFLICT IN PLAN DOCUMENTS. If there is any conflict between any two
        or more Plan Documents, such Plan Documents shall be interpreted and
        construed, if possible, so as to avoid or minimize such conflict but,
        to the extent (and only to the extent) of such conflict, the Plan
        Document dealing most specifically with the matter as to which there
        is a conflict shall prevail and control.

1.2     DEFINITIONS

(a)     "Affiliate" means an entity which controls, is controlled by, or is
        under common control with, the Company. For purposes hereof, an
        entity shall be deemed to control another entity if the first entity
        directly or indirectly owns at least fifty percent (50%) of the
        stock, partnership interests or membership interests of the second
        entity, or if, by the ownership of stock, by contract or otherwise,
        the first entity has the right to select the management or direct the
        policies of the second entity.

(b)     "Award" means an award of cash made pursuant to the Plan.

(c)     "Board" means the Board of Directors of the Company.

(d)     "Bonus Level Employee" means, (i) with respect to Employees on the
        U.S. Dollar payroll of a Participating Employer, those Employees who
        are employed within


                                       2

<Page>

         pay grades 90 through 99, and (ii) with respect to Employees who are
         not on a U.S. Dollar payroll, those Employees who are employed
         within pay grades which are deemed by the Compensation Committee to
         be equivalent to grades 90 through 99.

(e)      "Chevron" means Chevron Corporation or such entity as may be
         controlled by Chevron that directly or indirectly holds a membership
         interest in the Company.

(f)      "Change in Control" of the Company means the occurrence of an event
         in which (i) any persons or persons acting together as a single
         entity, other than Chevron Corporation or Phillips Petroleum Company,
         acquires more than fifty percent (50%) of the Company's assets or
         membership interests; (ii) during any period of two consecutive
         years, individuals who at the beginning of the two-year period
         constitute the Board cease for any reason to constitute a majority of
         the Board; (iii) there is consummated a merger or consolidation of
         the Company with any other corporation or entity which the Board
         deems to be a Change in Control; or (iv) the shareholders of the
         Company approve a plan of complete liquidation or dissolution of the
         Company or an agreement for the sale or disposition by the Company
         of all or substantially all of the Company's assets.

(g)      "Committee" or "Compensation Committee" means the Compensation
         Committee of the Board.

(h)      "Company" means the Chevron Phillips Chemical Company LLC and any
         successor entity.

(i)      "Date of Termination" means the date on which a Participant ceases
         to be a regular, full-time Employee.

(j)      "Disability" means disability as determined under the Long-Term
         Disability Plan of Chevron Phillips Chemical Company LP.

(k)      "Employee" means any full-time employee of a Participating Employer.

(l)      "ERISA" means the Employee Retirement Income Security Act of 1974.

(m)      "Layoff" means termination of employment by reason of layoff
         pursuant to the Chevron Phillips Chemical Company LP Layoff Pay Plan
         or a similar layoff pay plan adopted by a Participating Employer.

(n)      "Participant" means an Employee to who has been designated as a
         participant pursuant to Section 3.

(o)      "Participating Employer" means any direct or indirect subsidiary
         entity of the Company which, with the Company's consent, has adopted
         the Plan.


                                       3
<Page>


(p)      "Phillips" means Phillips Petroleum Company or such entity as may be
         controlled by Phillips Petroleum Company that directly or indirectly
         holds a membership interest in the Company.

(q)      "Plan" means the Chevron Phillips Chemical Company LLC Annual
         Incentive Plan.

(r)      "Plan Year" means a period of twelve (12) months beginning on
         January 1 of any year.

(s)      "Plan Document" means this Plan, any Administrative Procedures that
         may from time to time be adopted by the Committee, and any other
         document defining the rights and liabilities of any Participant.

(t)      "Retirement" means retirement pursuant to the Retirement Income Plan
         of Chevron Phillips Chemical Company LP, or any retirement plan of
         any Participating Employer.

(u)      "Salary" means the annualized base rate of a Participant as of
         December 31 of the Plan Year with respect to which an Award is made
         or, in the case of the termination of a Participant's employment by
         reason of Disability, Retirement, Layoff or death, the base rate of
         the Participant on the date of such Participant's Termination of
         Service.

(v)      "Termination of Service" means the cessation of a Participant's
         status as an Employee for any reason.

2.       ADMINISTRATION

(a)      The Plan shall be administered by the Committee.

(b)      The Committee may establish, from time to time and at any time,
         subject to the limitations of the Plan as set forth herein, such
         rules and regulations, and amendments and supplements thereto, as it
         deems necessary to comply with applicable law and for the proper
         administration of the Plan.

(c)      A majority of the members of the Committee shall constitute a
         quorum. The vote of a majority of a quorum shall constitute action
         by the Committee provided that at least one member of the Committee
         appointed by Chevron and one member appointed by Phillips concurs
         therein.

(d)      No member of the Board or the Committee shall be personally liable
         for any action taken, or determination made, in respect of the Plan
         in good faith. Each member of the Board and the Committee shall be
         fully justified in relying upon or acting in good faith upon any
         opinion, report or information furnished in connection with the Plan
         by any accountant, counsel, or other specialist (including


                                       4

<Page>

        financial officers of the Company, whether or not such persons are
        Participants in the Plan).

(e)     This Plan may be adopted by such subsidiary entities of the Company
        as the Board or Committee may approve, whereupon such entities shall
        become Participating Employers. The Committee shall administer the
        Plan for the benefit of all Participating Employers.

(f)     The Committee may delegate to the officers or other employees of the
        Company or any Participating Employer such authorities and
        responsibilities with respect to the administration of the Plan as it
        may deem appropriate.

(g)     Determinations by the Committee and its designees with respect to the
        construction operation or interpretation of any Plan Document shall
        be final, binding and conclusive on the Company, Participating
        Employers, Employees and Participants.

3.      ELIGIBILITY AND PARTICIPATION

(a)     Except as hereinafter provided, all Bonus Level Employees shall be
        Participants in the Plan.

(b)     Notwithstanding Section 3(a), the Committee may from time to time
        select additional Employees or classes of Employees for participation
        in the Plan, and may direct that specific Bonus Level Employees, or
        classes of Bonus Level Employees be removed from participation. Any
        such determination may be made at any time prior to the payment of
        awards with respect to any Plan Year, and may be made with respect to
        participation during all or any part of any Plan Year.

4.      AWARDS AND PAYMENT OF AWARDS

(a)     As soon as practicable following the beginning of each Plan Year, the
        Committee shall (i) make such determinations as it may deem
        appropriate with respect to the selection of Participants for such
        Plan Year; (ii) establish target awards for such Participants, and
        (iii) establish performance measures under which determinations may
        be made as to whether awards will be paid for such Plan Year and, if
        so, the amounts to be paid.

(b)     The matters described in Section 4(a) applicable to any Plan Year
        shall be set forth in an Administrative Procedures document. The
        Administrative Procedures for the 2001 Plan Year are attached hereto.
        Administrative Procedures applicable to subsequent Plan Years, when
        adopted by the Committee, shall be substituted for the Administrative
        Procedures attached hereto.

(c)     Awards, if determined to be payable pursuant to the Administrative
        Procedures, shall be payable to Participants as soon as practicable
        following the date on which

                                       5

<Page>

        such determination is made for any Plan Year. All such Awards shall
        be payable in cash, unless another form of payment is specified by
        the Committee. Notwithstanding the foregoing, Participants may elect
        to defer receipt of all or part of any Award, and to have the same
        credited to an account under the Company's nonqualified deferred
        compensation plan, provided that such Participant is otherwise
        eligible to participate in such plan. Any such election must be made
        at such time, and in such manner, as may be specified by the
        Committee.

(d)     In the event of a Participant's termination of employment by reason
        of Retirement, Disability, Layoff or death, or by reason of such
        Participant's transfer to the payroll of an Affiliate which is not a
        Participating Employer, the award, if any, payable to such
        Participant for the Plan Year in which such termination occurs shall
        be equal to the product of (i) the Award that would have been payable
        to such Participant if such termination had not occurred, and (ii) a
        fraction, the numerator of which is the number of days in such Plan
        Year for which the Participant participated in the Plan, and the
        denominator of which is 365. Notwithstanding the foregoing, the
        Committee may, in its sole discretion, determine that a greater or
        lesser amount shall be paid. Any amount payable by reason of a
        Participant's death, shall be paid to such Participant's estate or to
        such other individuals or entities as the Committee shall direct.

(e)     In the event of a Participant's termination of employment, prior to
        the payment of Awards for any Plan Year, for reasons other than
        Retirement, Disability, Layoff or death, the Award, if any, which
        would have been payable for such Plan Year shall be forfeited;
        provided, the Committee may in its sole discretion determine to pay
        all or any portion of any such Award.

(f)     The payment of any Award may be made subject to such conditions as
        the Committee may specify. Any such conditions may be specified in
        respect of Participants as a whole, individual Participants, or
        classes of Participants.

5.      RECAPITALIZATION, MERGER, AND CONSOLIDATION; CHANGE IN CONTROL

(a)     The existence of this Plan and the Awards granted hereunder shall not
        affect in any way the right or power of the Company or those entities
        holding membership interests in the Company to make or authorize
        adjustments, reorganizations, or other changes in the Company's
        capital structure and its business, or any merger or consolidation of
        the Company, or the dissolution or liquidation of the Company, or any
        sale or transfer of all or part of its assets or business, or any
        other corporate act or proceeding, whether of a similar character or
        otherwise.

(b)     In the event of a Change in Control, all target awards outstanding
        shall thereupon automatically be accelerated and payable in full. The
        amount of such awards shall be determined in the Committee's
        discretion on the assumption that the Plan Year then in effect ended
        on the date on which the Change in Control occurred. The

                                       6

<Page>

         determination of the Committee that any of the foregoing conditions
         has been met shall be binding and conclusive on all parties.
         Notwithstanding the foregoing, in the event that, incident to a Change
         in Control, provision is made for the transfer of rights under this
         Plan to another or successor Plan, Participants shall be allowed to
         make such transfer.

6.       MISCELLANEOUS

(a)      Awards shall be nontransferable and nonassignable, except that such
         Awards may be transferred (i) by testamentary instrument or by the
         laws of descent and distribution, or (ii) to such individual or
         entity as the Committee may designate in the event of a Participant's
         death.

(b)      The Board may at time and from time to time amend the Plan. Any such
         amendments may be made effective with respect to any Plan Year and
         with respect to any awards which, as of the date of amendment, have
         not become payable.

(c)      The establishment of the Plan shall not confer any legal rights upon
         any Employee or other person to continued employment, nor shall it
         interfere with the right of the Company or any Participating
         Employer (which right is hereby reserved) to discharge any Employee
         and to treat him or her without regard to the effect which that
         treatment might have upon him or her as a Participant or potential
         Participant.

(d)      In the event that any Participant engages in any activity which the
         Committee judges to be detrimental to the Company or any
         Participating Employer, or otherwise fails to substantially perform
         his or her obligations as an Employee, the Committee may, at any
         time prior to payment of an award to a Participant, cancel or reduce
         the award in whole or in part.

(e)      Neither the adoption of this Plan nor any action of the Board or the
         Committee shall be deemed to give any person any right to be granted
         an Award, except as otherwise specifically provided herein.

(f)      The Company shall have the right to deduct from all amounts paid
         hereunder, any federal, state, local, or other taxes required by law to
         be withheld with respect to such payments.

(g)      THE VALIDITY, CONSTRUCTION AND EFFECT OF THE PLAN, ANY PLAN
         DOCUMENTS, AND ANY ACTIONS TAKEN OR RELATING TO THE PLAN SHALL BE
         DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS
         APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WITHIN SUCH STATE.

(h)      The Company will require any successor (whether direct or indirect,
         by purchase, merger, consolidation or otherwise) to all or
         substantially all of the business


                                       7
<Page>


         and/or assets of the Company, expressly to assume and agree to
         perform the Company's obligations under this Plan in the same manner
         and to the same extent that the Company would be required to perform
         them if no such succession had taken place.

(i)      The Plan shall be unfunded. Neither the Company, any Participating
         Employer, the Committee, nor the Board shall be required to
         segregate any assets or secure any liability that may at any time
         exist under the Plan.









                                       8

<Page>

                                   SCHEDULE A

                            ADMINISTRATIVE PROCEDURES

                                 PLAN YEAR 2001
                            -------------------------

1. TARGET AWARDS

The following target award schedule shall apply to Participants in the Plan
for the Plan Year 2001 and for subsequent Plan Years unless changed by the
Board of Directors or Compensation Committee:

         GRADE                                       TARGET
         LEVEL                          (% OF SALARY AT 12/31 OF PLAN YEAR)
         -----                          -----------------------------------
            99                                         65%
            98                                         60%
            97                                         55%
            96                                         50%
            95                                         45%
            94                                         40%
            93                                         35%
            92                                         30%
            91                                         27.5%
            90                                         22.5%

2. ASSIGNMENT TO AWARD UNITS

The Company has established Award Units for purposes of the Employee
Incentive Plan ("EIP") applicable to Employees generally. Each Participant
shall be deemed to be a member of the Award Unit through which such individual
would participate in the EIP if such individual were not a Participant in this
Plan.

3. CALCULATION OF AWARDS

The award payable to each Participant shall be determined under the following
formula:

        Award       =       S * T * X/7%

Where:

        S     is the Participant's Salary;

        T     is the Participant's target award, determined under Paragraph 1
              above; and


                                       9
<Page>


        X     is the percentage of EIP Target paid to Employees in the Award
              Unit to which the Participant is assigned.

The above calculation may result in an award ranging from 0% up to 200% of the
Target.

4. PERFORMANCE AND OTHER ADJUSTMENTS

In the case of the Chief Executive Officer ("CEO") or other employees who, in
the Committee's judgment, do not provide services to a single SBU, Facility,
Technology Group or Staff, the Committee shall make a special determination as
to the manner in which any such individual's award shall be calculated.

In the event the Committee determines that an individual Participant or group
of Participants has made contributions to the success of the Company which
deserve special recognition, the Committee may provide for such enhancement of
the awards payable to them as the Committee may deem appropriate. Conversely,
if the Committee determines that an individual Participant or group of
Participants has failed to make such contribution as would have been justified
by application of the formula described in paragraph 3 above, the Committee may
reduce or cancel the award payable to any such Participant.














                                      10

<Page>


                          CHEVRON PHILLIPS CHEMICAL COMPANY LP
                             SPECIAL SYNERGY INCENTIVE PLAN


         Chevron Phillips Chemical Company LP has adopted a one-time
incentive plan that focuses on the ability of the Company and its affiliated
companies (collectively the "Company") to achieve in excess of $150 million
in annually recurring synergies/cost savings from the Company's start-up
through June 30, 2002.

                                 ARTICLE I - PURPOSE

         The Plan is intended to provide a significant incentive and
prospective award opportunity for selected senior management and other
employees to achieve in excess of $150 million in planned, annually recurring
synergies/cost savings on or before June 30, 2002.

                              ARTICLE II - PARTICIPATION

         (a)   The President and Chief Executive Officer will nominate
               personnel to participate in each of two Incentive Pools,
               Executive Pool and Selected Managers Pool. Each participant
               must be a full-time employee of the Company at the time of his
               or her entrance into the Plan.

         (b)   The Executive Pool shall consist of such number of executive
               management members as the Compensation Committee shall
               designate.

         (c)   The Selected Managers Pool shall consist of such additional
               full-time management members as the Compensation Committee
               shall designate.

         (d)   The nominations made by the President and Chief Executive
               Officer shall be confirmed by the Compensation Committee of
               the Board of Directors of Chevron Phillips Chemical Company
               LLC. A participant must be a full-time employee of the Company
               at the time of his or her entrance to the Plan.

                              ARTICLE III - ADMINISTRATION

         The Plan shall be administered by the Compensation Committee, unless
otherwise determined by the Board. The Committee shall have the full authority
to:

         (a)   Determine, designate and verify from time to time the amount
               of recurring synergies achieved, as reported by management;

         (b)   Determine and designate from time to time the participants to
               whom awards are made;

         (c)   Interpret the Plan, in its discretion;


<Page>


         (d)   Prescribe, award, and rescind any rules and regulations
               necessary or appropriate for the administration of the Plan; and

         (e)   Make such other determinations and take such other action as
               it deems necessary or advisable in the administration of the
               Plan.

                              ARTICLE IV - INCENTIVE POOLS

         Each of the Executive Pool and the Selected Managers Pool shall be
equal to such percentage of all annually recurring synergies achieved above a
$150 million threshold as the Compensation Committee may determine. The $150
million in annually recurring synergies/cost savings must be obtained on or
before December 31, 2001. The percentage applicable to the Executive Pool and
the Selected Managers Pool need not be the same.

         The total value of each Incentive Pool will be determined by June
30, 2002. Any synergies/cost savings achieved after that date will not count
towards the Executive Pool.

                       ARTICLE V - ACCELERATED DETERMINATION

         In the event that the Company achieves $200 million in recurring
synergies/cost savings before June 30, 2002, the value of the Incentive Pools
will be initially determined as of that date and participants shall receive
awards within 45 days thereafter, as set forth in Article VI below, on the
basis of the initial Incentive Pools. A second measurement will occur on June
30, 2002 and participants will receive a supplement incentive payment within
45 days following June 30, 2002 on the basis of the difference between the
initial Incentive Pools (determined prior to June 30, 2002) and the final
Incentive Pools (determined as of June 30, 2002).

                ARTICLE VI - ALLOCATION OF THE INCENTIVE POOLS

         The Incentive Pools will be allocated to participants in such manner
as the Compensation Committee may direct. Allocations may be in stated dollar
amounts or may be based on other criteria, including the relative compensation
of participants within a Pool, the extent to which a participant had
contributed to the realization of recurring synergies important to the
Company's financial success, or other factors. The methods of allocation may
vary as between the Executive Pool and the Selected Managers Pool. The
Committee may categorize awards as basic awards, discretionary awards or such
other type of awards as it may deem appropriate, and may make all such awards
subject to such rules, regulations or requirements as to performance as it may
elect. The Committee's evaluation as to the amount allocable to any
participant shall be final and binding on all participants and the Company.

<Page>

                      ARTICLE VII - TERMINATION OF EMPLOYMENT
                      ---------------------------------------

     (a)   A participant who, prior to the date on which awards are paid,
           either (i) voluntarily terminates employment or (ii) is discharged
           for cause, shall have no right to any awards under the Plan.

     (b)   An Executive Pool participant whose employment is terminated due to
           layoff, retirement, death, disability or transfer to a parent
           company may be eligible, in the sole discretion of the Committee, for
           up to two thirds (2/3) of any basic award that may otherwise have
           been made to him or her and for such portion of any other
           discretionary award as the Committee may elect to make. The
           remainder of any basic award shall be reallocated to the remaining
           participants in the Executive Pool, exclusive of those other
           participant's whose awards have been reduced for any of the
           foregoing reasons.

     (c)   A Selected Managers Pool participant whose employment is terminated
           due to layoff, retirement, death, disability or transfer to a parent
           company shall receive no basic award, but may be eligible, in the
           sole discretion of the Committee for such portion of any Selected
           Managers Pool discretionary award as the Committee may elect to make.

                              ARTICLE VIII - NEW ENTRANTS
                              ---------------------------

     The Compensation Committee may, upon the recommendation of the President
and Chief Executive Officer, select additional participants for either the
Executive Pool or the Selected Managers Pool. The Committee may, but shall not
be required to, provide for awards to additional participants on the same basis
as the same shall have been made to original participants.

                              ARTICLE IX - PAYOUT OF AWARDS
                              -----------------------------

     Except as provided in Article V, awards will be paid by the Company within
45 days following the determination of the value of the Incentive Pool. Awards
will be paid as cash bonuses and will be subject to normal rules regarding
withholding and payroll taxes. Participants may elect to defer all or a portion
of their awards (in 10 percent increments) into the Chevron Phillips Chemical
Company LP Executive Deferred Compensation Plan, and awards shall be deemed to
be "Bonuses" as provided in such plan. Any such election must be made on or
before December 31, 2001, subject to approval by the Deferred Compensation Plan
Committee.

                                  ARTICLE X - EXPIRATION
                                  ----------------------

     The Plan will expire on June 30, 2002, and the Plan will become
non-operational from that date forward, subject to final payout of awards.

<Page>

                                ARTICLE XI - MISCELLANEOUS
                                --------------------------

     The validity, construction, and effect of the Plan and any actions taken
or relating to the Plan shall be determined in accordance with the laws of the
State of Texas, (other than choice of law provisions) except to the extent
pre-empted by applicable Federal law.

     Nothing in the Plan shall be construed to confer upon any participant any
right to continued employment with the Company or interfere in any way with the
right of the Company to terminate the employment, or discipline, such
participant at any time without assigning any reason therefor.

     The Plan shall be unfunded until such time as awards are paid.

<Page>

                                  SCHEDULE OF SUBSIDIARIES
                                  ------------------------


<Table>
<Caption>

                                                                           STATE OR
ENTITY NAME                                                      JURISDICTION OF ORGANIZATION
-----------                                                      ----------------------------
<S>                                                              <C>
Arabian Chevron Phillips Petrochemical Co.                                 Bermuda
Chemical Services Inc.                                                     Delaware
Chevron Phillips Chemical (China) Co., Ltd.                                China
Chevron Phillips Chemical (Shanghai) Co. Ltd.                              China
Chevron Phillips Chemical Company LP                                       Delaware
Chevron Phillips Chemical Company Qatar LLC                                Delaware
Chevron Phillips Chemical Holdings I LLC                                   Delaware
Chevron Phillips Chemical Holdings II LLC                                  Delaware
Chevron Phillips Chemical International Canada Ltd.                        Canada
Chevron Phillips Chemical International Holdings LLC                       Delaware
Chevron Phillips Chemical International Inc.                               Panama
Chevron Phillips Chemical International Ltd.                               Japan
Chevron Phillips Chemical International Qatar Holdings LLC                 Delaware
Chevron Phillips Chemical International Sales Inc.                         Bahamas
Chevron Phillips Chemical International Sales LLC                          Delaware
Chevron Phillips Chemical Pipeline Company LLC                             Delaware
Chevron Phillips Chemical Puerto Rico Core Inc.                            Delaware
Chevron Phillips Chemicals Asia Pte. Limited                               Singapore
Chevron Phillips Chemicals France S.A.R.L.                                 France
Chevron Phillips Chemicals Germany GmbH                                    Germany
Chevron Phillips Chemicals International N.V.                              Belgium
Chevron Phillips Chemicals Italy S.r.L.                                    Italy
Chevron Phillips Chemicals Malaysia Sdn Bhd                                Malaysia
Chevron Phillips Chemicals S.A. de C.V.                                    Mexico
Chevron Phillips Chemicals Spain S.L.                                      Spain
Chevron Phillips Chemicals UK Limited                                      England
Chevron Phillips International Corporation                                 Bahamas
Chevron Phillips Spain Holding Company S.L.                                Spain
CPC Receivables Company LLC                                                Delaware
Drilling Specialties Company LLC                                           Delaware
Driscopipe Mexicana S. de R.L. de C.V.                                     Mexico
Phillips Petroleum FSC Corporation                                         U.S. Virgin Islands
Phillips Petroleum International Ventures Corporation                      Panama
Plexco de Mexico S.A. de C.V.                                              Mexico
Plexco International S.A. de C.V.                                          Mexico
Productos Plasticos Plexco S.A. de C.V.                                    Mexico
SouthTex 66 Pipeline Company, Ltd.                                         Texas

</Table>