1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): FEBRUARY 22, 2001 CONOCO INC. (Exact name of registrant as specified in its charter) DELAWARE 1-14521 (51-0370352) (State or other jurisdiction of (Commission (I.R.S. Employer incorporation) File Number) Identification No.) 600 NORTH DAIRY ASHFORD ROAD HOUSTON, TEXAS 77079 (Address of principal executive offices) Registrant's telephone number, including area code: 281-293-1000 2 Item 7. Financial Statements and Exhibits (c) Exhibits 23.1 Consent of PricewaterhouseCoopers LLP 99.1 Conoco Inc.'s Audited 2000 Consolidated Financial Statements 3 SIGNATURE Pursuant to the requirements 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. CONOCO INC. (Registrant) By: /s/ W. DAVID WELCH -------------------------------- W. David Welch (As Duly Authorized Officer and Principal Accounting Officer) Date: February 22, 2001 4 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - ------- ----------- 23.1 Consent of PricewaterhouseCoopers LLP 99.1 Conoco Inc.'s Audited 2000 Consolidated Financial Statements