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, 2000
THRIFT PLAN FOR RETAIL 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)
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PAGE 2
INDEX
-----
Page(s)
-------
Report of Independent Accountants................................. 4
Financial Statements:
Statement of Net Assets Available for Plan
Benefits as of December 31, 2000 and 1999.................... 5
Statement of Changes in Net Assets Available
for Plan Benefits for the Year Ended
December 31, 2000............................................ 6
Notes to the Financial Statements............................... 7-17
Supplemental Schedule *:
Schedule I: Schedule of Assets Held for Investment
Purposes at December 31, 2000................................ 18
Exhibit Index..................................................... 19
- --------------------
*Other supplemental schedules required by Section 2520.103-10 of the Department
of Labor Rules and Regulations for Reporting and Disclosure under ERISA have
been omitted because they are not applicable.
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 Retail Employees of
Conoco Inc.
June 7, 2001:
By: /s/ Tom Knudson
---------------------------------------------
Tom Knudson
Vice President of Human Resources
PAGE 4
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants of the Thrift Plan for Retail Employees of Conoco Inc. and
the Employee Benefit Plans Board of Conoco Inc.
In our opinion, the accompanying statement of net assets available for plan
benefits and the related statement of changes in net assets available for plan
benefits present fairly, in all material respects, the net assets available for
plan benefits of the Thrift Plan for Retail Employees of Conoco Inc. (the
"Plan") at December 31, 2000 and 1999, and the changes in net assets available
for plan benefits for the year ended December 31, 2000 in conformity with
accounting principles generally accepted in the United States of America. These
financial statements are the responsibility of the Plan's management; our
responsibility is to express an opinion on these financial statements based on
our audit. We conducted our audit 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 audit provides a
reasonable basis for our opinion.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes is presented for the purpose of additional analysis and
is not a required part of the basic financial statements but is supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. This supplemental schedule is the responsibility of the Plan's management.
The supplemental schedule has been subjected to the auditing procedures applied
in the audit of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
PRICEWATERHOUSECOOPERS LLP
Houston, Texas
May 17, 2001
PAGE 5
THRIFT PLAN FOR RETAIL EMPLOYEES
OF
CONOCO INC.
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 2000 and 1999
(Dollars in Thousands)
Total All Funds
-------------------------
2000 1999
-------- --------
Investments, at Fair Value
(Notes 1, 2 and 4)
Equity........................................... $ 371 $ 661
Mutual Funds..................................... 710 787
Common/Collective Trusts......................... 185 211
Short-Term Investments and Cash.................. 7 (2)
Loans to participants............................ 141 232
-------- --------
1,414 1,889
Beneficial interest in the Master Trust
(Note 3)......................................... 1,728 1,568
-------- --------
Total Investments.............................. 3,142 3,457
Receivables....................................... 32 47
-------- --------
Net Assets Available for Plan Benefits............ $ 3,174 $ 3,504
======== ========
- ------------------------------
The accompanying notes are an integral part of these financial statements.
PAGE 6
THRIFT PLAN FOR RETAIL EMPLOYEES
OF
CONOCO INC.
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2000
(Dollars in Thousands)
Total All Funds
----------------
Investment income (loss)
Master Trust interest income................ $ 120
Other interest.............................. 4
Dividends................................... 85
Net depreciation in fair value of
investments................................ (297)
------
Total investment loss...................... (88)
Contributions
Conoco Inc. contributions................... 418
Participants................................ 89
Rollovers................................... 233
------
Total Contributions 740
Withdrawals.................................. (982)
Net decrease................................. (330)
Net assets available for plan benefits:
Beginning of year........................... 3,504
------
End of year................................. $3,174
======
- --------------------------
The accompanying notes are an integral part of these financial statements.
PAGE 7
THRIFT PLAN FOR RETAIL EMPLOYEES
OF
CONOCO INC.
NOTES TO FINANCIAL STATEMENTS
(Dollars in Thousands)
NOTE 1 - DESCRIPTION OF THE RETAIL PLAN:
The following description of the Thrift Plan for Retail Employees of Conoco
Inc. (the "Plan") provides only general information. Members should refer to the
Plan document for the Plan's provisions.
THE PLAN
The Plan is a defined contribution plan which was established on January 1,
1999 by Conoco Inc. (the "Company"). The Company is a wholly-owned subsidiary of
Conoco Inc. (a different company having the same name, referred to as "New
Conoco"). The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974 (ERISA) and the Internal Revenue Code (the "Code")
and is a tax-qualified contributory profit sharing plan. The purpose of the
Plan is to encourage employees to save systematically a portion of their current
compensation and to assist them in accumulation of additional financial means
for the time of their retirement. Retail employees of the Company, who are
regular, full time employees are eligible to participate in the Plan.
An eligible participant may authorize the Company to make a payroll
deduction under the Plan ranging from 1% to 19% of monthly compensation. The
amount deducted can be deposited into a before-tax or after-tax account or some
combination thereof. Participants' monthly deductions up to 6% are called basic
deposits. The Company will contribute an amount equal to 100% of the
participant's monthly basic deposits. In addition, the Company shall contribute
out of its accumulated earnings and profits to a participant's regular account
an amount equal to $75.00 dollars for each retail employee on April 1 and
October 1, respectively, of each year for which an employee is a retail employee
as of the last day of February and the last day of August, respectively, of such
year.
Subject to certain limitations, participants are eligible to make
supplemental deposits, either as lump sum deposits or deposits in the form of
monthly deductions in excess of 6% of monthly compensation.
A participant with less than five years of participation credit or
service who withdraws any basic deposits 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 vested participant makes an
in-service withdrawal of any earnings in the before-tax or after-tax accounts,
or basic deposits or Company contributions contributed during the last 24
months. Employee basic deposits and matching Company contributions will be
suspended for up to 12 months if a participant withdraws any
PAGE 8
THRIFT PLAN FOR RETAIL EMPLOYEES
OF
CONOCO INC.
NOTES TO FINANCIAL STATEMENTS - (Continued)
(Dollars in Thousands)
before-tax contribution prior to age 59-1/2. In certain circumstances such a
withdrawal may also preclude a participant from making any before-tax
contributions in the year following the withdrawal.
Any vested participant who separates from service, including one who
retires, may elect to make a full account withdrawal at any time. Required
minimum distributions commence in April following the year in which a former
participant reaches age 70-1/2.
Participants may borrow up to one-half of their nonforfeitable account
balance 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 that 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.
ADMINISTRATION
The assets of the Plan are held in two trusts, one of which holds the
assets which comprise the Stable Value Fund (known as the "Master Trust"), and
the other of which holds the remaining assets of the Plan. The designated
trustee of both trusts is Merrill Lynch Trust Company of America (the
"Trustee"). The administration of the Plan is vested in the Employee Benefit
Plans Board. The Board of Directors of Conoco Inc. or its delegate may
designate three or more persons to serve on the Employee Benefit Plans Board,
which has the authority to prescribe regulations for the administration of the
Plan, review all claims for benefits under the Plan, and enter into agreements
regarding the administration of the Plan. The Employee Benefit Plans Board also
has the responsibility for directing the Trustee to enter into contracts with
insurance companies, banks, and other investment organizations to provide
investments giving a stable rate of return to the Stable Value Fund.
Brokerage fees, transfer taxes, investment fees and other expenses
incident to the purchase and sale of securities and investments in the Stable
Value Fund, DuPont Stock, Conoco A Common Stock Fund, Conoco B Common Stock
Fund, Merrill Lynch Mutual Funds and Common/Collective Trusts, Asset Allocation
Portfolios, and Mutual Funds shall be included in the cost of such securities or
investments, or deducted from the sales proceeds, as the case may be. All
administrative expenses not specified in the preceding sentence shall be paid
out of rebates of record keeping costs and other discounts in connection with
investment vehicles available in the Plan. If such rebates or other discounts
are paid to the Plan, any excess remaining after the reasonable administration
expenses of the Plan have been paid shall be allocated to the accounts of all
participants in the Plan who have an employee account balance greater than zero
on an allocation date designated by the
PAGE 9
THRIFT PLAN FOR RETAIL EMPLOYEES
OF
CONOCO INC.
NOTES TO FINANCIAL STATEMENTS - (Continued)
(Dollars in Thousands)
Plan Administrator. The balance of any administrative expenses not paid as
described above, shall be paid ratably by the Company and its affiliated
companies participating in the Plan.
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 affected
participants become vested and the distribution of all account balances will be
made based upon the valuation of the participant's account on the termination
date.
INVESTMENT FUNDS
The following investment funds have been established for the investment of
employee deposits and Company contributions. Effective August 6, 1999,
purchases of DuPont common stock and Conoco Class A common stock are not allowed
with either fund transfers, future deposits, contributions or income, including
dividends. However, participants are able to purchase Conoco Class B common
stock which was added as an investment option to the Plan on August 16, 1999.
The holders of Class A common stock and Class B common stock generally have
identical rights, except that the holders of Class A common stock are entitled
to one vote per share while holders of Class B common stock are entitled to five
votes per share on matters to be voted on by stockholders. The investment
options offered are described below:
Stable Value Fund
- -----------------
The Stable Value Fund is held by the Master Trust and is comprised of
investments under agreement with one or more financial institutions, including
insurance companies, banks and other investment entities which provide for a
predetermined or stable rate of return and are held at contract value.
DuPont Stock
- ------------
Common Stock of E. I. du Pont de Nemours and Company.
Conoco A Common Stock Fund
- --------------------------
Class A Common Stock of New Conoco.
Conoco B Common Stock Fund
- --------------------------
Class B Common Stock of New Conoco.
PAGE 10
THRIFT PLAN FOR RETAIL EMPLOYEES
OF
CONOCO INC.
NOTES TO FINANCIAL STATEMENTS - (Continued)
(Dollars in Thousands)
Loan Fund
- ---------
Participant loans - amounts transferred at the direction of a participant from
other investment funds of the participant that are loaned to that participant.
Merrill Lynch Funds
- -------------------
A total of seven Merrill Lynch investment options are offered, each with its own
investment objective:
Mutual Funds:
Mercury Global Holdings Fund Class I - seeks highest total investment return
consistent with prudent risk through global diversification.
Merrill Lynch Balanced Capital Fund Class A - seeks highest total investment
return consistent with prudent risk.
Merrill Lynch Basic Value Fund Class A - seeks capital appreciation and
income.
Merrill Lynch Growth Fund Class A - seeks growth of capital and income.
Common/Collective Trusts:
Merrill Lynch Small Cap Index Trust Tier 2 - seeks to track the holdings and
total return of the Russell 2000 Index.
Merrill Lynch International Index Trust Tier 2 - seeks to track the holdings
and total return of the Morgan Stanley Capital International EAFE
(Europe, Australia, and Far East) Index.
Merrill Lynch Large Company Stock Index Fund - seeks to track the holdings and
total return of the Standard & Poor's 500 Composite Stock Price Index
(S&P 500 Index).
Mutual Funds
- ------------
In addition to the four Merrill Lynch mutual funds listed above, seventeen other
mutual funds are offered as investment options. Each of the mutual funds has
its own investment objective and varying degrees of risk. The list of mutual
funds available is:
AIM Constellation Fund Class A - seeks aggressive capital growth.
AIM Value Fund Class A - seeks long-term capital growth.
Fidelity Fund - seeks long-term capital growth.
Fidelity Equity-Income - seeks reasonable income and potential for capital
appreciation.
Fidelity Growth & Income Fund - seeks high total return.
Fidelity Low-Priced Stock Fund - seeks capital appreciation.
Fidelity Magellan Fund - seeks capital appreciation.
PAGE 11
THRIFT PLAN FOR RETAIL EMPLOYEES
OF
CONOCO INC.
NOTES TO FINANCIAL STATEMENTS - (Continued)
(Dollars in Thousands)
Franklin Balance Sheet Investment Fund Class A - seeks high total return.
Franklin Growth Fund Class A - seeks capital appreciation.
Franklin Small Cap Growth Fund Class A - seeks long-term capital growth.
Mercury HW International Value Fund - seeks current income, long-term
growth of income and growth of capital.
Janus Enterprise Fund - seeks long-term growth of capital.
Janus Mercury Fund - seeks long-term growth of capital.
MFS Research Fund Class A - seeks long-term growth of capital and future
income.
MFS Total Return Fund Class A - seeks above-average income consistent with
prudent employment of capital, and growth of capital and income.
Templeton Foreign Fund Class A - seeks long-term growth of capital.
Templeton Growth Fund Class A - seeks long-term growth of capital.
Asset Allocation Portfolios
- ---------------------------
Four asset allocation portfolios are offered as investment options for balancing
risk and return:
3-Way Asset Allocation Portfolio - seeks long-term return while controlling
risk.
Conservative Asset Allocation Portfolio - seeks lower risk with lower
potential return.
Moderate Asset Allocation Portfolio - seeks moderate risk and return.
Aggressive Asset Allocation Portfolio - seeks higher return with higher
potential risk.
The Conservative, Moderate and Aggressive Asset Allocation Portfolios are
composed of other investment options which are available in the Plan. These
three asset allocation portfolios have as their components the Stable Value
Fund, Merrill Lynch Small Cap Index Trust Tier 2 and the Merrill Lynch Large
Company Stock Index Fund. The Moderate and Aggressive portfolios also include
the Merrill Lynch International Index Trust Tier 2. The percentage of investment
in the Stable Value Fund or the other Merrill Lynch options varies depending on
the risk.
Participants may allocate their employee deposits and Company contributions
and may reallocate the amounts in their accounts among all funds, except the
DuPont Stock, Conoco A Common Stock Fund and Loan Fund, at their discretion.
Affiliated Company transfers in (out) represent the net movement of
participant account balances among the Plan and the Thrift Plan for Employees of
Conoco Inc. (the Conoco Plan).
PAGE 12
THRIFT PLAN FOR RETAIL EMPLOYEES
OF
CONOCO INC.
NOTES TO FINANCIAL STATEMENTS - (Continued)
(Dollars in Thousands)
RECEIVABLES
Receivables are comprised of employee deposits of $17 and $26, Company
contributions of $14 and $20, and loan interest payments of $1 and $1 which are
amounts due as of December 31, 2000 and 1999, respectively.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
INVESTMENT VALUATION AND INCOME RECOGNITION
The accompanying financial statements are prepared on the accrual basis of
accounting. The Plan's investments are stated at fair value, except for the
Stable Value Fund guaranteed investment contracts, separate account guaranteed
investment contracts, and synthetic guaranteed investment contracts, which are
stated at contract value. The Stable Value Fund guaranteed investment contracts,
separate account guaranteed investment contracts and synthetic guaranteed
investment contracts are fully benefit responsive and thus, are stated at cost
plus accrued interest, using the contracted interest rates applied to the daily
account balances. Mutual Funds are valued at quoted market prices that represent
the net asset value of shares held by the Plan at year-end. Common/Collective
Trust Funds are stated at the fair value of all underlying assets as reported by
the applicable custodian. Loans to participants, short-term investments, and
cash are valued at cost that approximates fair value. DuPont common stock,
Conoco Class A common stock and Conoco Class B common stock are valued at their
quoted market prices at year-end.
The purchase of shares of Conoco Class B common stock may be made in the
open market or from the Company if it shall have made treasury or authorized but
unissued shares available for such purchases, in which event the purchase price
shall be the closing price of such stock as reported on the New York Stock
Exchange - Composite Transactions on the last day preceding the date of such
purchase from Conoco.
Effective August 7, 1999 dividends from all stock funds are invested
according to the participants' most recent investment direction. Dividend income
is recorded on the ex-dividend date and interest income is recorded when earned.
Realized gains and losses on the sale of the DuPont Stock, Conoco A Common Stock
Fund, and Conoco B Common Stock Fund investment securities are based on daily
average cost of the securities sold for each fund respectively. Purchases and
sales are recorded on a trade date basis.
Certain prior-year amounts have been reclassified to conform with current-
year presentation.
PAGE 13
THRIFT PLAN FOR RETAIL EMPLOYEES
OF
CONOCO INC.
NOTES TO FINANCIAL STATEMENTS - (Continued)
(Dollars in Thousands)
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires the Plan Administrator to make estimates
and assumptions that affect the reported amounts in the financial statements.
Actual results could differ from those estimates.
NOTE 3 - MASTER TRUST (STABLE VALUE FUND)
The Stable Value Fund option provided by the Plan is also available to
participants in the Conoco Plan, sponsored by Conoco Inc; each plan's beneficial
interest in the commingled Master Trust funds is based on that plan's
proportionate share of the value of the net assets in the Master Trust.
Investment income for each plan is calculated using this same basis. The Retail
Plan's proportionate share of Master Trust net assets and investment income was
approximately 0.1% as of December 31, 2000 and 1999.
The Stable Value Fund consists of guaranteed investment contracts (GICs),
separate account GICs (SAGICs), synthetic guaranteed investment contracts
(SYNs), and short-term investments and cash.
The crediting interest rates ranged from 5.56% to 8.31% and 5.58% to 9.89%
for the years ended December 31, 2000 and 1999, respectively. The fund's blended
rate of return for the year was 6.73% in 2000 and 7.02% in 1999.
The crediting rates for most SAGIC and SYN contracts are reset annually and
are based on the market value of the underlying portfolio of assets backing
these contracts. Inputs used to determine the crediting rate include each
contract's portfolio market value, current yield-to-maturity, duration (i.e.,
the present value of the weighted average life), and market value relative to
contract value. All contracts have a guaranteed rate of 0% or higher.
PAGE 14
THRIFT PLAN FOR RETAIL EMPLOYEES
OF
CONOCO INC.
NOTES TO FINANCIAL STATEMENTS - (Continued)
(Dollars in Thousands)
The Master Trust (Stable Value Fund) values as of December 31, 2000 and
1999 are as follows:
12/31/00 12/31/99
-------- --------
At Contract Value, which approximates fair value:
- -------------------------------------------------
Guaranteed Investment Contracts $ 114,047 $ 25,720
Separate Account Guaranteed Investment Contracts 286,234 456,936
Synthetic Guaranteed Investment Contracts 1,157,912 1,241,262
At Fair Value:
- --------------
Short-term investments and cash 71,105 37,689
---------- ----------
$1,629,298 $1,761,607
========== ==========
The contract values of synthetic guaranteed investment contracts include
($11,911) and $38,870 at December 31, 2000 and 1999 related to wrapper contracts
which guarantee the contract value of the synthetic guaranteed investment
contracts for participant initiated withdrawal events.
Investment income for the Master Trust for the year ended December 31, 2000
is composed of interest income in the amount of $110,198.
NOTE 4 - INVESTMENTS
The Plan presents in the Statement of Changes in Net Assets Available for
Plan Benefits the net appreciation (depreciation) in the fair value of its
investments which consists of the realized gains or losses and the unrealized
appreciation (depreciation) on those investments.
PAGE 15
THRIFT PLAN FOR RETAIL EMPLOYEES
OF
CONOCO INC.
NOTES TO FINANCIAL STATEMENTS - (Continued)
(Dollars in Thousands)
Net depreciation for the year ended December 31, 2000 is as follows:
Investments Net Depreciation
----------- ----------------
Equity $ (142)
Mutual Funds (152)
Common/Collective Trusts (3)
______
Total Net Depreciation $ (297)
======
The following individual investments represent more than 5% of the net
assets available for plan benefits as of December 31, 2000 and 1999:
Current Value Current Value
12/31/00 12/31/99
------------- -------------
DuPont Common Stock Fund $ 308 $ 605
Fidelity Magellan Fund 188 260
Beneficial Interest in the Master Trust 1,728 1,568
NOTE 5 - INCOME TAX STATUS
The Internal Revenue Service has determined and informed the Company by a
letter dated December 12, 2000 that the plan is qualified and the trust
established under the Plan is tax-exempt, under the appropriate sections of the
Code.
PAGE 16
THRIFT PLAN FOR RETAIL EMPLOYEES
OF
CONOCO INC.
NOTES TO FINANCIAL STATEMENTS - (Continued)
(Dollars in Thousands)
NOTE 6 - RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for plan benefits
per the financial statements to the Form 5500:
December 31,
2000 1999
---------- ----------
Net assets available for plan benefits per
the financial statements $ 3,174 $ 3,504
Less: Amounts allocated to withdrawing
participants (6) (1)
---------- ----------
Net assets available for plan benefits per
the Form 5500: $ 3,168 $ 3,503
========== ==========
The following is a reconciliation of plan benefits paid to participants per
the financial statements to the Form 5500:
Year Ended December 31,
2000 1999
---------- ----------
Plan benefits paid to participants per the
financial statements $ 982 $ 635
Add: Amounts allocated to withdrawing
participants at December 31, 2000 and 1999 6 1
Less: Amounts allocated to withdrawing
participants at December 31, 1999 and 1998 (1) 0
Reportable on the Master Trust Form 5500 (513) (286)
---------- ----------
Plan benefits paid to participants per the Form 5500 $ 474 $ 350
========== ==========
Amounts allocated to withdrawing participants are recorded on the Form 5500 for
plan benefit claims that have been processed and approved for payment prior to
December 31 but not yet paid as of that date.
PAGE 17
THRIFT PLAN FOR RETAIL EMPLOYEES
OF
CONOCO INC.
NOTE 7 - RELATED PARTY TRANSACTION
Certain Plan investments are shares of mutual funds and common/collective
trusts managed by affiliates of the Trustee. Therefore, transactions in these
investments qualify as party-in-interest transactions that are exempt from the
prohibited transaction rules. Other Plan investments are shares of Conoco Class
A Common Stock and Conoco Class B Common Stock. Transactions in these
investments also qualify as party-in-interest transactions that are exempt from
the prohibited transaction rules. Still other Plan investments are made in the
form of loans to Plan participants. Transactions in these investments also
qualify as party-in-interest transactions that are exempt from the prohibited
transaction rules.
PAGE 18
THRIFT PLAN FOR RETAIL EMPLOYEES
OF
CONOCO INC.
SCHEDULE I
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 2000
(Dollars in Thousands)
Description Current Value
----------- -------------
Beneficial interest in the Master Trust 1,728
* Conoco A Common Stock Fund................................... 7
* Conoco B Common Stock Fund................................... 57
DuPont Stock................................................. 307
* Aggressive Asset Allocation Portfolio........................ 2
* Conservative Asset Allocation Portfolio...................... 2
* Moderate Asset Allocation Portfolio.......................... 1
Barclays 3-Way Asset Allocation Fund......................... 132
* Merrill Lynch Small Cap Index Trust Tier 2................... 1
* Merrill Lynch Large Company Stock Index Fund................. 45
* Merrill Lynch International Index Trust Tier 2............... 2
Fidelity Low-Priced Stock Fund............................... 14
Franklin Small Cap Growth Fund Class A....................... 11
Janus Enterprise Fund........................................ 27
Janus Mercury Fund........................................... 85
Mercury HW International Value Fund.......................... 4
MFS Total Return Fund Class A................................ 10
* Mercury Global Holdings Fund Class I......................... 33
Templeton Growth Fund Class A................................ 1
AIM Value Fund Class A....................................... 13
Fidelity Growth & Income Fund................................ 64
* Merrill Lynch Growth Fund Class A............................ 11
AIM Constellation Fund Class A............................... 11
Franklin Balance Sheet Investment Fund Class A............... 3
Templeton Foreign Fund Class A............................... 3
Fidelity Magellan Fund....................................... 187
Fidelity Fund................................................ 100
Fidelity Equity-Income....................................... 9
Franklin Growth Fund Class A................................. 3
MFS Research Fund Class A.................................... 6
* Merrill Lynch Balanced Capital Fund Class A.................. 65
* Merrill Lynch Basic Value Fund Class A....................... 50
* Loan Fund (7.50% - 8.50%).................................... 141
* Short Term Investments and Cash, Merrill Lynch
Trust Company of America.................................. 7
--------
Total Investment Portfolio $ 3,142
========
_____________________
* Party in interest to the Plan.
PAGE 19
THRIFT PLAN FOR RETAIL EMPLOYEES
OF
CONOCO INC.
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
23 Consent of Independent Accountants