PAGE 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994
THRIFT PLAN FOR EMPLOYEES OF
CONOCO INC.
(FULL TITLE OF THE PLAN)
CONOCO INC.
600 NORTH DAIRY ASHFORD ROAD
HOUSTON, TX 77079
(NAME AND ADDRESS OF PRINCIPAL EXECUTIVE OFFICE OF ISSUER)
============================================================
PAGE 2
INDEX
-----
Page(s)
-------
Report of Independent Accountants.................. 4
Financial Statements:
Statements of Net Assets Available for Plan
Benefits, with Fund Information at
December 31, 1994 and 1993........................ 5-8
Statements of Changes in Net Assets Available
for Plan Benefits, with Fund Information
for the Years Ended December 31, 1994 and 1993.... 9-12
Notes to Financial Statements..................... 13-21
Supplemental Schedules:
Schedule of Assets Held for Investment Purposes
at December 31, 1994 (Schedule I)................. 22
Schedule of Reportable Transactions for the
Year Ended December 31, 1994 (Schedule II)........ 23
EXHIBITS
--------
Exhibit
Number Description
- ------- -----------
24 Consent of Independent Accountants
PAGE 3
Pursuant to the requirements of the Securities and
Exchange Act of 1934, Conoco Inc., has duly caused this
Annual Report to be signed by the undersigned hereunto duly
authorized.
Thrift Plan for Employees of
Conoco Inc.
Date: June 14, 1995
By: _________________________________
Mario Rocconi, Jr.
Vice President of Human Resources
PAGE 4
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and the Employee Benefit Plans Board of
Conoco Inc.
In our opinion, the financial statements listed in the
accompanying index present fairly, in all material respects,
the net assets available for plan benefits of the Thrift
Plan for Employees of Conoco Inc. at December 31, 1994 and
1993, and the changes in net assets available for plan
benefits for the years then ended, in conformity with
generally accepted accounting principles. These financial
statements are the responsibility of the Employee Benefit
Plans Board of Conoco Inc. as the Plan's Administrator; 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 generally accepted
auditing standards 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 the Plan Administrator, and
evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the
opinion expressed above.
Our audits were performed for the purpose of forming an
opinion on the basic financial statements taken as a whole.
The additional information included in schedules 1 and 2 is
presented for purposes of additional analysis and is not a
required part of the basic financial statements but is
additional information required by ERISA. The Fund
Information in the statement of net assets available for
plan benefits and the statement of changes in net assets
available for plan benefits is presented for purposes of
additional analysis rather than to present the net assets
available for plan benefits and changes in net assets
available for plan benefits of each fund. Schedules 1 and 2
and the Fund Information have been subjected to the auditing
procedures applied in the audits of the basic financial
statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial
statements takes as a whole.
PRICE WATERHOUSE LLP
Philadelphia, Pennsylvania
April 26, 1995
PAGE 5
THRIFT PLAN FOR EMPLOYEES
OF
CONOCO INC.
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS,
WITH FUND INFORMATION
DECEMBER 31, 1994
(Dollars In Thousands, Except Unit or Share Values)
FUND INFORMATION
--------------------------------------------------------------------
3-Way DuPont Merrill
Fixed Family Asset Common Lynch
Income of Mutual Allocation Stock Loan Equity
Fund Funds Fund Fund Fund Index
----------- ---------- --------- --------- -------- ---------
Investments, at fair value
(notes 1, 2 and 3)
DuPont Company common stock
(cost $213,970) ............. $304,645
Pooled investments (cost
$240,905).................... $121,785 $46,293 $14,161
Fixed income
(contract value ($1,744,067). $1,744,067
Short-term investments & cash
(cost $35,737)................. 35,419 67 29 146 $8 10
Loans to participants-
principal balance ........... 34,685
----------- ---------- --------- --------- -------- ---------
Total investments .......... 1,779,486 121,852 46,322 304,791 34,693 14,171
Receivables
Due from Conoco Inc............ 3,584 699 237 1,257 67
----------- --------- --------- --------- -------- ---------
Net assets available for plan
benefits .................... $1,783,070 $122,551 $46,559 $306,048 $34,693 $14,238
=========== ========= ========= ========= ======== =========
Unit or share values (note 2) ... $86.24 $66.80 $11.23 $56.25 $29.22
====== ====== ====== ====== ======
The accompanying notes are an integral part of these financial statements.
Continued on next page
PAGE 6
THRIFT PLAN FOR EMPLOYEES
OF
CONOCO INC.
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS,
WITH FUND INFORMATION
DECEMBER 31, 1994 (Continued)
(Dollars In Thousands, Except Unit or Share Values)
FUND INFORMATION
------------------------------------------------------------
Merrill
Merrill Merrill Merrill Lynch
Lynch Lynch Lynch Basic
Global Balanced Capital Value
Holdings Fund Fund Fund Total
-------- --------- -------- -------- -----------
Investments, at fair value
(notes 1, 2 and 3)
DuPont Company common stock
(cost $213,970) ............. $304,645
Pooled investments (cost
$240,905).................... $27,186 $5,730 $17,993 $9,730 242,878
Fixed income
(contract value $1,744,067).. 1,744,067
Short-term investments & cash
(cost $35,737)................. 31 4 17 6 35,737
Loans to participants-
principal balance ........... 34,685
-------- ------- ------- ------- ----------
Total investments .......... 27,217 5,734 18,010 9,736 2,362,012
Receivables
Due from Conoco Inc............ 193 40 116 75 6,268
-------- ------- -------- ------- -----------
Net assets available for plan
benefits .................... $27,410 $5,774 $18,126 $9,811 $2,368,280
======= ======= ======== ======= ===========
Unit or share values (note 2) ... $12.18 $10.19 $25.70 $22.35
====== ====== ====== ======
The accompanying notes are an integral part of these financial statements.
PAGE 7
THRIFT PLAN FOR EMPLOYEES
OF
CONOCO INC.
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS,
WITH FUND INFORMATION
DECEMBER 31, 1993
(Dollars In Thousands, Except Unit or Share Values)
FUND INFORMATION
-------------------------------------------------------------------
3-Way DuPont Merrill
Fixed Family Asset Common Lynch
Income of Mutual Allocation Stock Loan Equity
Fund Funds Fund Fund Fund Index
--------- -------- ---------- --------- -------- ---------
Investments, at fair value
(notes 1, 2 and 3)
DuPont Company common stock
(cost $186,834) ............. $255,889
Pooled investments (cost
$203,991).................... $103,641 $50,342 $14,184
Fixed income
(contract value $1,593,824).. $1,593,824
Short-term investments & cash
(cost $38,359)................. 37,644 172 147 97 5
Loans to participants-
principal balance ........... $34,192
---------- ---------- -------- --------- -------- ---------
Total investments.............. 1,631,468 103,813 50,489 255,986 34,192 14,189
Receivables
Due from Conoco Inc............ 4,088 795 346 1,506 87
--------- -------- -------- -------- -------- ---------
Net assets available for plan
benefits .................... $1,635,556 $104,608 $50,835 $257,492 $34,192 $14,276
========== ======== ======== ======== ======== =========
Unit or share values (note 2) ... $79.48 $70.85 $11.49 $48.25 $28.92
====== ====== ====== ====== ======
The accompanying notes are an integral part of these financial statements.
Continued on next page
PAGE 8
THRIFT PLAN FOR EMPLOYEES
OF
CONOCO INC.
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS,
WITH FUND INFORMATION
DECEMBER 31, 1993 (Continued)
(Dollars In Thousands, Except Unit or Share Values)
FUND INFORMATION
------------------------------------------------------------
Merrill
Merrill Merrill Merrill Lynch
Lynch Lynch Lynch Basic
Global Balanced Capital Value
Holdings Fund Fund Fund Total
-------- --------- -------- -------- -----------
Investments, at fair value
(notes 1, 2 and 3)
DuPont Company common stock
(cost $186,834) ............. $255,889
Pooled investments (cost
$203,991).................... $20,208 $7,041 $16,291 $8,587 220,294
Fixed income
(contract value $1,593,824).. 1,593,824
Short-term investments & cash
(cost $38,359)................. 278 2 6 8 38,359
Loans to participants-
principal balance ........... 34,192
-------- ------- ------- ------- ----------
Total investments .......... 20,486 7,043 16,297 8,595 2,142,558
Receivables
Due from Conoco Inc............ 165 44 138 92 7,261
-------- ------- -------- ------- ---------
Net assets available for plan
benefits .................... $20,651 $7,087 $16,435 $8,687 $2,149,819
======= ======= ======== ======= ===========
Unit or share values (note 2) ... $13.14 $12.33 $27.97 $23.37
====== ====== ====== ======
The accompanying notes are an integral part of these financial statements.
PAGE 9
THRIFT PLAN FOR EMPLOYEES
OF CONOCO INC.
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS,
WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1994
(Dollars in Thousands)
FUND INFORMATION
---------------------------------------------------------------------
Family 3-Way DuPont Merrill
Fixed of Asset Common Lynch
Income Mutual Allocation Stock Loan Equity
Fund Funds Fund Fund Fund Index
----------- --------- -------- --------- --------- ---------
Investment income
Interest ................. $141,141 $15 $7 $40 $2,799 $2
Dividends ................ 4,638 8,635
Distribution of loan
interest income ........ 1,662 264 89 599 (2,799) 26
----------- --------- -------- --------- --------- ---------
Total investment income. 142,803 4,917 96 9,274 28
Net realized gains(losses) 193 635 24,111 204
Net unrealized appreciation
(depreciation) in fair
value of investments ..... (6,955) (1,899) 21,620 (62)
Contributions
Conoco Company's
contributions (net
of forfeiture of $456).. 15,652 3,272 1,239 5,273 295
Participants' savings..... 83,935 8,726 2,817 9,436 649
CESOP transfers .......... 1,538 50 29 1,676 2
----------- --------- -------- --------- --------- ---------
243,928 10,203 2,917 71,390 1,116
----------- --------- -------- --------- --------- ---------
Withdrawals ................ (92,897) (3,890) (1,749) (9,803) (3,443) (547)
Net transfers among funds
Loans .................... (13,325) (970) (511) (2,660) 18,091 (63)
Loan principal repayments. 8,529 1,416 415 2,792 (14,129) 120
Other authorized
transfers .............. 2,194 11,414 (5,340) (13,159) (664)
Affiliated company
transfers in(out) (915) (230) (8) (4) (18)
----------- --------- -------- --------- --------- ---------
(96,414) 7,740 (7,193) (22,834) 501 (1,154)
----------- --------- -------- --------- --------- ---------
Change in net assets
available for plan
benefits for the year..... 147,514 17,943 (4,276) 48,556 501 (38)
Net assets available
for plan benefits:
Beginning of year ........ 1,635,556 104,608 50,835 257,492 34,192 14,276
----------- --------- -------- --------- --------- ---------
End of year ..............$1,783,070 $122,551 $46,559 $306,048 $34,693 $14,238
=========== ========= ======== ========= ========= =========
The accompanying notes are an integral part of these financial statements.
Continued on next page
PAGE 10
THRIFT PLAN FOR EMPLOYEES
OF CONOCO INC.
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS,
WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1994 (Continued)
(Dollars in Thousands)
FUND INFORMATION
-----------------------------------------------------------
Merrill
Merrill Merrill Merrill Lynch
Lynch Lynch Lynch Basic
Global Balanced Capital Value
Holdings Fund Fund Fund Total
---------- --------- --------- --------- -----------
Investment income
Interest ................... $5 $1 $3 $2 $144,015
Dividends .................. 1,114 676 1,619 637 17,319
Distribution of loan
interest income .......... 77 12 34 36
--------- -------- --------- --------- -----------
Total investment income .. 1,196 689 1,656 675 161,334
Net realized gains (losses) .. 87 (153) 66 19 25,162
Net unrealized appreciation
(depreciation) in fair
value of investments ....... (2,412) (991) (1,530) (480) 7,291
Contributions
Conoco Company's
contributions (net
of forfeiture of $456).... 826 179 509 356 27,601
Participants' savings ...... 1,881 385 1,096 935 109,860
CESOP transfers ............ 5 2 3,302
---------- -------- --------- --------- -----------
1,583 109 1,797 1,507 334,550
---------- -------- --------- --------- -----------
Withdrawals .................. (1,207) (413) (639) (276) (114,864)
Net transfers among funds
Loans ...................... (266) (72) (128) (96)
Loan principal repayments .. 385 71 182 219
Other authorized transfers . 6,271 (1,006) 480 (190)
Affiliated company
transfers in(out)......... (7) (2) (1) (40) (1,225)
---------- -------- --------- ---------- -----------
5,176 (1,422) (106) (383) (116,089)
---------- -------- --------- ---------- -----------
Change in net assets
available for plan
benefits for the year ...... 6,759 (1,313) 1,691 1,124 218,461
Net assets available
for plan benefits:
Beginning of year .......... 20,651 7,087 16,435 8,687 2,149,819
--------- --------- -------- ---------- -----------
End of year ................ $27,410 $5,774 $18,126 $9,811 $2,368,280
========= ========= ======== ========== ===========
The accompanying notes are an integral part of these financial statements.
PAGE 11
THRIFT PLAN FOR EMPLOYEES
OF CONOCO INC.
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS,
WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1993
(Dollars in Thousands)
FUND INFORMATION
---------------------------------------------------------------------
Family 3-Way DuPont Merrill
Fixed of Asset Common Lynch
Income Mutual Allocation Stock Loan Equity
Fund Funds Fund Fund Fund Index
--------- --------- -------- ---------- --------- ---------
Investment income
Interest ................. $131,205 $1 $6 $36 $2,575 $2
Dividends ................ 8,897 9,408
Distribution of loan
interest income......... 1,550 174 64 664 (2,575) 27
--------- --------- -------- --------- --------- --------
Total investment income. 132,755 9,072 70 10,108 29
Net realized gains.......... 1,317 603 13,684 258
Net unrealized appreciation
(depreciation) in fair
value of investments ..... 6,794 5,808 (3,432) 1,249
Contributions
Conoco Company's
contributions (net
of forfeiture of $526).. 17,865 2,553 1,337 6,768 339
Participants' savings..... 138,910 7,952 3,805 11,507 920
CESOP transfers .......... 1,790 29 27 2,728
---------- --------- -------- --------- --------- --------
291,320 27,717 11,650 41,363 2,795
---------- --------- -------- --------- --------- --------
Withdrawals ................ (78,334) (1,934) (1,313) (10,426) (1,797) (677)
Net transfers among funds
Loans .................... (16,815) (1,015) (684) (4,391) 23,669 (193)
Loan principal repayments. 7,501 841 333 2,839 (12,186) 114
Other authorized
transfers .............. (2,493) (27,647) 1,272 (23,748) 12,244
Affiliated company
transfers in(out)....... (1,126) (14) (104) (82) (57) (7)
--------- --------- -------- --------- --------- --------
(91,267) (29,769) (496) (35,808) 9,629 11,481
--------- --------- -------- --------- --------- --------
Change in net assets
available for plan
benefits for the year..... 200,053 (2,052) 11,154 5,555 9,629 14,276
Net assets available
for plan benefits:
Beginning of year ........ 1,435,503 106,660 39,681 251,937 24,563
--------- --------- -------- --------- -------- --------
End of year .............. $1,635,556 $104,608 $50,835 $257,492 $34,192 $14,276
========== ========= ======== ========= ======== ========
The accompanying notes are an integral part of these financial statements.
Continued on next page
PAGE 12
THRIFT PLAN FOR EMPLOYEES
OF CONOCO INC.
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS,
WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1993 (Continued)
(Dollars in Thousands)
FUND INFORMATION
----------------------------------------------------------------------
Merrill
Merrill Merrill Merrill Lynch
Lynch Lynch Lynch Basic
Global Balanced Capital Value Cash
Holdings Fund Fund Fund Fund Total
--------- --------- --------- -------- -------- -----------
Investment income
Interest ................. $2 $1 $2 $1 $133,831
Dividends ................ 1,110 825 1,032 394 21,666
Distribution of loan
interest income......... 34 13 32 17
-------- --------- --------- -------- -------- -----------
Total investment income. 1,146 839 1,066 412 155,497
Net realized gains.......... 172 112 173 69 16,388
Net unrealized appreciation
(depreciation) in fair
value of investments...... 1,333 657 94 12,503
Contributions
Conoco Company's
contributions (net
of forfeiture of $526).... 419 176 528 192 (28) 30,149
Participants'savings ..... 1,427 851 1,510 1,326 168,208
CESOP transfers .......... 1 4 2 14 4,595
-------- --------- --------- -------- -------- -----------
4,498 1,982 3,936 2,107 (28) 387,340
-------- --------- --------- -------- -------- -----------
Withdrawals................. (249) (615) (691) (158) (176) (96,370)
Net transfers among funds
Loans .................... (246) (87) (193) (45)
Loan principal repayments. 191 59 212 96
Other authorized
transfers............... 16,457 5,748 13,187 6,687 (1,707)
Affiliate company
transfers in(out) ...... (16) (1,406)
-------- --------- --------- -------- -------- -----------
16,153 5,105 12,499 6,580 (1,883) (97,776)
-------- --------- --------- -------- -------- -----------
Change in net assets
available for plan
benefits for the year..... 20,651 7,087 16,435 8,687 (1,911) 289,564
Net assets available
for plan benefits:
Beginning of year ........ 1,911 1,860,255
-------- --------- --------- -------- -------- -----------
End of year .............. $20,651 $7,087 $16,435 $8,687 $2,149,819
======== ========= ========= ======== ======== ===========
The accompanying notes are an integral part of these financial statements.
PAGE 13
THRIFT PLAN FOR EMPLOYEES
OF
CONOCO INC. ("THE COMPANY")
NOTES TO FINANCIAL STATEMENTS
NOTE 1 -- DESCRIPTION OF THE THRIFT PLAN:
THE PLAN
The Thrift Plan for Employees of Conoco Inc.(the "Plan") is a
defined contribution plan which was established in 1952 by Conoco Inc., a
wholly-owned subsidiary of E. I. du Pont de Nemours and Company (DuPont).
The purpose of the Plan is to encourage employees to save
systematically a portion of their current compensation and to assist them to
accumulate additional means for the time of their retirement. The Plan is a
tax-qualified, contributory profit sharing plan. Employees of the Company,
including employees of affiliated companies that have adopted the Plan, who
have completed a designated period of 12 consecutive months during which they
complete 1,000 hours or more of service; who are regular, full time employees
and have completed at least one year of continuous service; are eligible to
participate in a qualified profit-sharing plan of an affiliated company from
which they were transferred; or became members of the Retirement Plan of
Conoco Inc. (now the Pension and Retirement Plan of E. I. duPont
de Nemours and Company) prior to January 1, 1993, are eligible to participate
in the Plan.
An eligible employee may authorize the Company to make a payroll
deduction under the Plan ranging from 1% to 15% of monthly pay. The amount
deducted can be deposited into a before-tax or after-tax account or some
combination thereof. The before-tax provision is permitted under Section
401(k) of the Internal Revenue Code. Nondiscrimination rules of the Internal
Revenue Code require that the average savings rates in both the before-tax
and after-tax accounts of "Highly Compensated" employees (as defined by the
IRS) should be limited by the average savings rates of "Nonhighly
Compensated" employees. At December 31, 1994 and December 31, 1993, the
allowable after-tax savings rate was 1% and 6% respectively, and their
allowable before-tax savings rate was 7% and 11% respectively. In addition,
in accordance with Internal Revenue Code, the Plan limited contributions by
any employee to the before-tax account to $9,240 in 1994 and $8,994 in 1993.
The Company will contribute an amount equal to 100% of the participant's
savings deductions during a month except that no company contribution will be
made for any participant's savings in excess of 6% of monthly pay. In
addition, subject to certain limitations, participants who are eligible to
make cash supplemental deposits may make lump sum deposits or deposits in the
form of monthly deductions in excess of 15%. Due to the discrimination rules
of the Internal Revenue Code, only "Non-highly Compensated" participants are
currently able to make supplemental cash deposits.
PAGE 14
THRIFT PLAN FOR EMPLOYEES
OF
CONOCO INC. (THE "COMPANY")
NOTES TO FINANCIAL STATEMENTS - (Continued)
A participant with less than five years of participation credit or
service, who withdraws any matched before-tax or after-tax savings will
forfeit a portion of related company contributions in accordance with the
specific plan provisions. Company contributions will be suspended for six
months if a participant withdraws any matched before-tax or after-tax savings
or company contributions contributed to the account during the last two years
of participation or any earnings in the before-tax or after-tax accounts.
Employee deposits and matching company contributions will be suspended for
up to 12 months if a participant withdraws any before-tax contribution
prior to age 59-1/2. In certain circumstances such a withdrawal
may also preclude a participant from making any pre-tax contributions in the
year following the withdrawal. Any vested participant who retires or
separates from service may elect to make a full account withdrawal at any
time. Mandatory minimum distribution commences in March following the year
the participant reaches age 70-1/2.
Participants may borrow up to one-half of their nonforfeitable
account balances subject to certain minimum and maximum loan limitations.
The loans are executed by promissory notes and have a minimum term of 12
months and a maximum term of 60 months, except for qualified residential
loans which have a maximum term of 120 months. The loans bear an interest
rate equal to the average rate charged by selected major banks to prime
customers for secured loans. The loans are repaid over the term in monthly
installments of principal and interest by payroll deduction. A participant
also has the right to repay the loan in full at any time without penalty.
INVESTMENT FUNDS
The following investment funds have been established with trustees
for the investment of employee savings and company contributions. The nature
of the investments maintained in each fund is described below:
Fixed Income Fund -- Investments under agreement with one or more
financial institutions, including insurance
companies, banks and other investment
companies which provide for the return of
principal in full plus the payment of
interest at a predetermined rate for a
specific period of time. The fund's blended
rate of return for the 12 months ending
December 31, 1994 and December 31, 1993
was 8.51% and 8.97%, respectively.
Family of Mutual Funds -- A group of seven different mutual funds, each
with its own investment objectives, offered
through Fidelity Investments Institutional
Operations Company. As of January 13, 1993
these funds were transferred to similar
mutual funds at Merrill Lynch with the
PAGE 15
THRIFT PLAN FOR EMPLOYEES
OF
CONOCO INC. (THE "COMPANY")
NOTES TO FINANCIAL STATEMENTS - (Continued)
exception of Magellan and Retirement Growth
which were combined into the Magellan fund.
The Magellan Fund continues to be shown under
the caption Family of Mutual Funds.
3-Way Asset Allocation Fund -- 3-Way Asset Allocation Fund with money
invested by Wells Fargo Nikko Investment
Advisors among stocks, bonds, and cash
(money market).
DuPont Common Stock Fund -- Common Stock of E. I. duPont de Nemours and
Company ("DuPont"), Conoco's ultimate parent
company.
Loan Fund -- Participant loans--amounts transferred from
the Fixed Income Fund, the Fidelity Family of
Mutual Funds, Merrill Lynch Mutual Funds, the
DuPont Common Stock Fund and/or the 3-Way
Asset Allocation Fund that are loaned to
participants.
Merrill Lynch Funds -- A group of 5 different mutual funds each with
its own investment objective offered through
Merrill Lynch.
Cash Fund -- Funds invested overnight in an interest
bearing account awaiting investment in one of
the Plan options or distribution to
Plan participants.
Participants may allocate their before and after-tax savings
deductions and company contributions among all funds at their discretion.
CESOP transfers represent transfers to the Plan from the Conoco
Employee Stock Ownership Plan sponsored by the Company. Affiliated company
transfers in(out) represent the net movement of participant account balances
between the Plan and other Company sponsored defined contribution benefit
plans.
At December 31, 1994 the Plan participants directed their savings
and the related matching company contributions be invested in the following
funds (approximate number of participants in each fund): Fixed Income Fund
(14,000); Family of Mutual Funds (4,000); DuPont Common Stock Fund (7,700);
3-Way Asset Allocation Fund (2,300); Merrill Lynch (ML) Global Holdings
(1,700); ML Balanced Fund(700); ML Equity Index (900); ML Capital Fund
(1,300); ML Basic Value Fund (700). Approximately 3,900 participants had
loans outstanding in the Loan Fund at December 31, 1994.
PAGE 16
THRIFT PLAN FOR EMPLOYEES
OF
CONOCO INC. (THE "COMPANY")
NOTES TO FINANCIAL STATEMENTS - (Continued)
ADMINISTRATION
The designated trustee of all the aforementioned funds is
Merrill Lynch Trust Company of America (Merrill Lynch). The administration
of the Plan is vested in the Board of Directors of Conoco Inc. which may
designate three or more persons to operate and administer the Plan. The
Board of Directors of Conoco Inc. or it's delegee may designate three or more
persons to serve on the Employee Benefit Plans Board which has the authority
to appoint trustees and select insurers. All recordkeeping and trustee fees
of the Plan are paid by the Company. The administrative fees for the Fixed
Income Fund are netted against the investment income of these funds.
While the Company has not expressed any intent to terminate the
Plan, it is free to do so at any time. In the event the Plan is terminated,
all participants become vested and the distribution of all account balances
will be made based upon the valuation of the participant's account.
NOTE 2 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
For financial reporting purposes, the assets of the Plan are
reflected on the accrual and fair value bases of accounting. The provi-
sions of the Employee Retirement Income Security Act of 1974 (ERISA) require
presentation based on fair value. The Fixed Income Fund guaranteed
investment contracts (GIC), separate account portfolios (SAP) and
synthetic guaranteed investment contracts (SYN) are fully benefit responsive
and thus, are stated at cost plus accrued interest, using the contracted
interest rates applied to the daily account balances. Investments in the
Family of Mutual Funds, the DuPont Common Stock Fund, and Merrill Lynch
Mutual Funds, except for the Equity Index Fund, are stated at fair value
based on publicly quoted market prices. Investments in the Merrill Lynch
Equity Index Fund and the 3-Way Asset Allocation Fund are stated at the fair
value of all underlying assets as reported by the applicable custodian. The
fair value of loans to participants in the Loan Fund represent the
outstanding principal balances of the loans.
The unit value or price of the Fixed Income Fund, the 3-Way Asset
Allocation Fund, Merrill Lynch Mutual Funds and the DuPont Common Stock
Fund, reflect the prices at which participant's accounts are valued at the
end of the period reported. The "Net Asset Value" per share, or NAV, for
each Fund in the Family of Mutual Funds is computed by adding the value of
all portfolio holdings and other assets, deducting liabilities and then
dividing the result by the number of shares outstanding at month end.
Fidelity Investments Institutional Operations Company calculates each of
these funds' NAV at the close of each business day of the New York Stock
Exchange. There is no unit value for the Loan Fund since loans are
identified directly with participants' accounts. The Company may, at its
option, issue DuPont common stock in lieu of cash contributions to the DuPont
PAGE 17
THRIFT PLAN FOR EMPLOYEES
OF
CONOCO INC. (THE "COMPANY")
NOTES TO FINANCIAL STATEMENTS - (Continued)
Common Stock Fund and also in lieu of cash dividends on DuPont common stock.
The number of shares issued is based upon the cash value of the contributions
and dividends divided by the market value of DuPont common stock at the end
of the month of issue. Shares of DuPont common stock are allocated to
participants in the DuPont Common Stock Fund based on the ratio of the amount
deposited to each participant's account to the total amount contributed to
the Fund.
Dividend income is recorded on the ex-dividend date and interest
income is recorded on the accrual basis. Gains and losses on the sale of
the DuPont Common Stock Fund investment securities are based on average
cost of the securities sold and are recognized on the trade date.
Certain reclassifications have been made to the Plan's 1993
financial statements to conform with the 1994 presentation.
NOTE 3 -- INVESTMENTS
The following presents the Plan's investments at fair value.
December 31, December 31,
1994 1993
------------ ------------
(Dollars in Thousands)
Investments at fair value
Fixed income (GIC, SAP, SYN).............. $1,744,067 $1,593,824
DuPont common stock ...................... 304,645 255,889
Short-term investments & cash ............ 35,737 38,359
Loans to participants .................... 34,685 34,192
Pooled investments ....................... 242,878 220,294
---------- ----------
Total investments at fair value ........ $2,362,012 $2,142,558
========== ==========
At December 31, 1994, the Plan held 5,415,913 shares of DuPont
common stock valued at $56.25 per share. Investment in the DuPont Common
Stock Fund, the Fidelity Family of Mutual Funds, and certain Fixed Fund
contracts individually represented more than 5% of the net assets available
for benefits at December 31, 1994. Short term investments represent funds
deposited in the Merrill Lynch Government Fund, a money market fund.
PAGE 18
THRIFT PLAN FOR EMPLOYEES
OF
CONOCO INC. (THE "COMPANY")
NOTES TO FINANCIAL STATEMENTS - (Continued)
The pooled investments consist of the following:
December 31, 1994
--------------------------
Fair Market
Value Cost
----------- ----------
(Dollars in Thousands)
3-Way Asset Allocation Fund .............. $ 46,293 $ 42,384
Family of Mutual Funds ................... 121,785 121,580
Merrill Lynch Mutual Funds ...............
Equity Index Trust...................... 14,161 12,974
Global Holdings......................... 27,186 28,265
Balanced Fund........................... 5,730 6,721
Capital Fund ........................... 17,993 18,865
Basic Value Fund........................ 9,730 10,116
---------- ----------
Total Pooled Investments ................. $ 242,878 $ 240,905
========== ==========
The Fixed Income Fund option provided by the Plan is also available
to participants in the Investment Plan for Salaried Employees of Consol Inc.
(the "Consol Plan"), administered by Consol Inc., a corporate joint venture
owned equally by DuPont and subsidiaries of RWE AG of Germany. Accordingly,
the investments in these funds by participants in the Plan and the Consol
Plan have been commingled for investment purposes; however, the plan assets
are maintained separately by the trustee.
PAGE 19
THRIFT PLAN FOR EMPLOYEES
OF
CONOCO INC. (THE "COMPANY")
NOTES TO FINANCIAL STATEMENTS - (Continued)
The Plan's fixed income guaranteed investment contracts, separate
account portfolios (SAP) and synthetic guaranteed investment contracts (SYN)
at December 31, 1994 consist of the following:
Current
Description Value
----------- -----------
(Dollars in
Thousands)
Aetna Life Insurance Company--9.32%, 6/1/99 .................. $ 94,572
Aetna Life Insurance Company--9.89%, 6/1/00 .................. 82,728
Aetna Life Insurance Company--9.01%, 6/1/01 .................. 92,293
Bankers Trust Company--5.74%, 12/31/01 (SYN).................. 83,160
Bankers Trust Company--7.67%, 12/31/25 (SYN).................. 31,594
Citibank--7.40%, 8/31/01 (SYN)................................ 39,288
Metropolitan Life Insurance Co.--7.26%, 6/30/01 (SAP)......... 169,104<F1>
New York Life Insurance Co.--9.71%, 6/1/99.................... 96,935
New York Life Insurance Co.--9.11%, 6/1/99.................... 94,079
Principal Financial Group--9.5%, 6/1/98....................... 116,093
Principal Financial Group--9.10%, 6/1/99...................... 91,062
Provident National Assurance Co.--9.52%, 6/30/95.............. 4,313
Providian Capital Management--6.10%, 1/4/99 (SYN)............. 107,487
Prudential Insurance Co.--9.66%, 6/1/98....................... 117,132
Prudential Insurance Co.--9.96%, 6/1/98....................... 119,149<F1>
Prudential Insurance Co.--8.35%, 7/1/99 (SAP)................. 158,951<F1>
Prudential Insurance Co.-7.10%, 7/1/99 (SAP).................. 160,145<F1>
Travelers Insurance Co.--10.13%, 1/02/95...................... 7,432
Travelers Insurance Co.--9.66%, 6/1/00........................ 78,550
----------
Total Investment in Fixed Income ........................ $1,744,067
==========
[FN]
<F1>Represents more than 5% of the net assets available for benefits
at December 31, 1994
PAGE 20
THRIFT PLAN FOR EMPLOYEES
OF
CONOCO INC. (THE "COMPANY")
NOTES TO FINANCIAL STATEMENTS - (Continued)
NOTE 4 -- REALIZED AND UNREALIZED GAINS AND LOSSES
Realized and unrealized gains and losses are calculated based upon
historical cost of assets. Such gains and losses are computed on a current
value basis for Form 5500. The difference may result in a differing classi-
fication between realized and unrealized but the total gain or loss will be
unaffected.
NOTE 5 -- INCOME TAX STATUS
The Plan is a qualified plan pursuant to Section 401(a) of the
Internal Revenue Code and the related Trusts are exempt from federal taxation
under Section 501(a) of the Code. A favorable tax determination letter has
been received by the Plan. Accordingly, no provision has been made for
federal income taxes in the accompanying financial statements. The Plan has
been amended since receiving the determination letter. However, the Plan
Administrator and the Plan's Tax Counsel believe that the Plan is designed
and is currently being operated in compliance with the applicable
requirements of the Internal Revenue Code.
Participants in the Plan are not subject to federal income taxes on
account balances arising from employer contributions, tax-deferred employee
deposits, or accrued income until distributions or withdrawals are made.
NOTE 6 -- CHANGE OF TRUSTEE AND RECORDKEEPER
Effective January 1993 the record-keeping of the Plan was
transferred to Merrill Lynch, Pierce, Fenner & Smith Incorporated.
Concurrently with this move, Merrill Lynch became the Trustee for the Fixed
Income Fund, Family of Mutual Funds, 3-Way Asset Allocation Fund, DuPont
Common Stock Fund, Loan Fund and the Merrill Lynch Mutual Funds.
NOTE 7 -- WELLS FARGO CONVERSION
In January 1993, the Plan's position in the Wells Fargo 3-Way Asset
Allocation Fund was converted from Monthly (U.S. Tactical Asset Allocation
Fund) to Daily (U.S. Tactical Asset Allocation Fund E). This conversion
resulted in a change of the base unit value to $10 per share with a relative
change in shares held to ensure no gain or loss for participants. The
conversion was necessary to allow daily trading of the 3-Way Asset Allocation
Fund.
PAGE 21
THRIFT PLAN FOR EMPLOYEES
OF
CONOCO INC. (THE "COMPANY")
NOTES TO FINANCIAL STATEMENTS - (Continued)
NOTE 8 -- RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for
benefits per the financial statements to the Form 5500:
December 31,
1994 1993
----------- -----------
(Dollars in Thousands)
Net assets for benefits per the
financial statements $2,368,280 $2,149,819
Less: Amounts allocated to
withdrawing participants (1,249) (771)
----------- -----------
Net assets available for benefits
per the Form 5500: $2,367,031 $2,149,048
=========== ===========
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500:
Year Ended
December 31, 1994
--------------------
(Dollars in Thousands)
Benefits paid to participants per the
financial statements $114,864
Add: Amounts allocated to withdrawing
participants at December 31, 1994 1,249
Less: Amounts allocated to withdrawing
participants at December 31, 1993 (771)
------------
Benefits paid to participants per the Form 5500 $115,342
============
Amounts allocated to withdrawing participants are recorded on the Form 5500
for benefit claims that have been processed and approved for payment prior to
December 31 but not yet paid as of that date.
PAGE 22
SCHEDULE I
THRIFT PLAN FOR EMPLOYEES
OF
CONOCO INC. (THE "COMPANY")
ITEM 27A-SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1994
Description Cost Current Value
----------- ---------- -------------
(Dollars in Thousands)
Aetna Life Insurance Co.-9.32%, 6/1/99 ........ $ 94,572 $ 94,572
Aetna Life Insurance Co.-9.89%, 6/1/00 ........ 82,728 82,728
Aetna Life Insurance Co.-9.01%, 6/1/01 ........ 92,293 92,293
Bankers Trust Co.-5.74%, 12/31/01 (SYN)........ 83,160 83,160
Bankers Trust Co.-7.67%, 12/31/25 (SYN)........ 31,594 31,594
Citibank-7.40%, 8/31/01 (SYN).................. 39,288 39,288
Metropolitan Life Insurance Co.-7.26%,6/30/01(SAP) 169,104 169,104
New York Life Insurance Co.-9.71%, 6/1/99...... 96,935 96,935
New York Life Insurance Co.-9.11%, 6/1/99...... 94,079 94,079
Principal Financial Group-9.5%, 6/1/98 ........ 116,093 116,093
Principal Financial Group-9.10%, 6/1/99 ....... 91,062 91,062
Provident National Assurance Co.-9.52%, 6/30/95 4,313 4,313
Providian Capital Management-6.10%, 1/4/99 (SYN) 107,487 107,487
Prudential Insurance Co.-9.66%, 6/1/98 ........ 117,132 117,132
Prudential Insurance Co.-9.96%, 6/1/98 ........ 119,149 119,149
Prudential Insurance Co.-8.35%, 7/1/99 (SAP)... 158,951 158,951
Prudential Insurance Co.-7.10%, 7/1/99 (SAP)... 160,145 160,145
Travelers Insurance Co.-10.13%, 1/02/95 ...... 7,432 7,432
Travelers Insurance Co.-9.66%, 6/1/00 ......... 78,550 78,550
---------- ----------
Total GIC, SAP and SYN $1,744,067 $1,744,067
Fidelity Magellan 121,580 121,785
3-Way Asset Allocation Fund 42,384 46,293
DuPont Common Stock Fund 213,970 304,645
Loans to Participants (7.75%-9.0%) 34,685 34,685
Short-Term Investments & Cash 35,737 35,737
Merrill Lynch Equity Index 12,974 14,161
Merrill Lynch Global Holdings 28,265 27,186
Merrill Lynch Balanced Fund 6,721 5,730
Merrill Lynch Capital Fund 18,865 17,993
Merrill Lynch Basic Value Fund 10,116 9,730
---------- ----------
Total Investment Portfolio $2,269,364 $2,362,012
========== ==========
SAP denotes Separate Account Portfolio.
SYN denotes Synthetic Guaranteed Investment Contract.
PAGE 23
SCHEDULE II
THRIFT PLAN FOR EMPLOYEES
OF
CONOCO INC. (THE "COMPANY")
ITEM 27D-SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1994
(DOLLARS IN THOUSANDS)
TRANSACTION OR SERIES OF TRANSACTIONS IN
EXCESS OF 5% OF CURRENT VALUE OF PLAN ASSETS
Contract Current
Identity Value/ Value On
of Party Description Purchase Sales Cost of Transaction Gain(Loss)
Involved of Asset Price Price Asset Date Transaction
- -------- ----------- --------- ------- ------- ----------- -----------
Bankers SYN $124,314 $124,314 $124,314
Trust
Company
Bankers SYN $83,725 83,725 83,725
Trust
Company
Providian SYN 147,252 147,252 147,252
Providian SYN $33,381 33,381 33,381
Fidelity Magellan 72,402 72,402 72,402
Fidelity Magellan 47,265 47,072 47,265 $193
Merrill E.I. duPont de
Lynch Nemours &
Company Common
Stock 101,438 101,438 101,438
Merrill E.I. duPont de
Lynch Nemours &
Company Common
Stock 98,613 74,501 98,613 24,112
Note: Bankers Trust and Providian represent transactions for the Conoco and
Consol Plans on a commingled basis.
PAGE 24
EXHIBIT INDEX
Exhibit
Number Description
- ------- ----------------------------------
24 Consent of Independent Accountants.
PAGE 25
Exhibit 24
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 33-36339) of E. I. du Pont de Nemours and
Company of our report dated April 26, 1995 which appears on page 4 of
this Form 11-K.
PRICE WATERHOUSE LLP
Philadelphia, Pennsylvania
June 14, 1995