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, 2001
THRIFT PLAN FOR RETAIL EMPLOYEES OF
CONOCO INC.
CONOCO INC.
600 NORTH DAIRY ASHFORD ROAD
HOUSTON, TX 77079
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PAGE 2
INDEX
-----
<Table>
<Caption>
Page(s)
-------
Report of Independent Accountants ................................. 4
Financial Statements:
Statements of Net Assets Available for Plan
Benefits as of December 31, 2001 and 2000 ................ 5
Statement of Changes in Net Assets Available
for Plan Benefits for the Year Ended
December 31, 2001 ........................................ 6
Notes to the Financial Statements ............................ 7-16
Supplemental Schedule *:
Schedule I: Schedule of Assets (Held At End of Year)
at December 31, 2001 ..................................... 17
Exhibit Index ..................................................... 18
</Table>
- ----------
*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 13, 2002:
By /s/ Tom Knudson
---------------------------------------
Tom Knudson
Sr. Vice President of Human Resources,
Information Management, and Corporate
Communications
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 statements 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, 2001 and 2000, and the changes in net assets available
for plan benefits for the year ended December 31, 2001 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 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 audits 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.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets (held
at end of year) 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
June 11, 2002
PAGE 5
THRIFT PLAN FOR RETAIL EMPLOYEES
OF
CONOCO INC.
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 2001 and 2000
(Dollars in Thousands)
<Table>
<Caption>
2001 2000
-------- --------
Investments, at Fair Value
(Notes 1, 2 and 4)
Equity .................................................. $ 230 $ 371
Mutual Funds ............................................ 691 710
Common/Collective Trusts ................................ 26 185
Short-Term Investments and Cash ......................... 0 7
Loans to Participants ................................... 108 141
-------- --------
1,055 1,414
Beneficial Interest in the Master Trust
(Note 3) ................................................ 1,676 1,728
-------- --------
Total Investments ................................... 2,731 3,142
Receivables ................................................ 26 32
(Note 1)
-------- --------
Net Assets Available for Plan Benefits ..................... $ 2,757 $ 3,174
======== ========
</Table>
- ----------
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, 2001
(Dollars in Thousands)
<Table>
<Caption>
Total All Funds
---------------
Investment Income (Loss)
Plan Interest in Master Trust Income ............... $ 109
Other Interest ..................................... 4
Dividends .......................................... 25
Net Depreciation in Fair Value of
Investments ...................................... (180)
------
Total Investment Loss ............................ (42)
Contributions
Conoco Inc. Contributions .......................... 264
Participants ....................................... 185
Rollovers .......................................... 32
------
Total Contributions .............................. 481
Benefits Paid to Participants.......................... (856)
------
Net Decrease .......................................... (417)
Net Assets Available for Plan Benefits:
Beginning of Year .................................. 3,174
------
End of Year ........................................ $2,757
======
</Table>
- ----------
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.
Prior to October 1, 2001, an eligible participant could authorize the
Company to make a payroll deduction under the Plan ranging from 1% to 19% of
monthly compensation. Effective October 1, 2001, the upper limit of the range
was increased to 38% 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. This
contribution was discontinued after October 1, 2001.
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.
Prior to October 1, 2001, a participant with less than five years of
participation credit or service who withdrew any basic deposits would forfeit a
portion of related Company contributions in accordance with the specific Plan
provisions. Also, prior to October 1, 2001, Company contributions would be
suspended for six months if a vested participant made 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 before-tax contribution prior to age
59-1/2. The 12 month period was reduced to 6 months for periods extending after
December 31, 2001. In certain circumstances, such a withdrawal may also preclude
a participant from making any before-tax contributions in the year following the
withdrawal. Effective October 1, 2001, immediate vesting was approved and
implemented.
PAGE 8
THRIFT PLAN FOR RETAIL EMPLOYEES
OF
CONOCO INC.
NOTES TO FINANCIAL STATEMENTS - (Continued)
(Dollars in Thousands)
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. Effective October 1, 2001, the 120-month term for qualified
residential loans was increased to 240 months. The loans bore an interest rate
equal to the average rate charged by selected major banks to prime customers for
secured loans. Effective October 1, 2001, the method of determining rate of
interest on a loan was changed to using prime interest rate, as published on the
first business day of the month in which the loan application is received, plus
one percent. 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 the Master Trust is State Street Bank and Trust Company; the
designated trustee of the remaining assets of the Plan is JPMorgan Chase Bank
(the "Trustees"). 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 of the Master Trust 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 Stock Fund, Mutual Funds, Common/Collective
Trusts, and Blended Funds shall be included in the cost of such securities or
investments, or deducted from the sales proceeds, as the case may be. All costs
related to the management and administration of the Stable Value Fund
investments (such as fees paid to investment managers, fees for wrapper
contracts, custodial and Trustee expenses) are paid out of the assets of the
Stable Value Fund. All administrative expenses not specified in the preceding
two sentences 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 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.
PAGE 9
THRIFT PLAN FOR RETAIL EMPLOYEES
OF
CONOCO INC.
NOTES TO FINANCIAL STATEMENTS - (Continued)
(Dollars in Thousands)
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 are not allowed. The investment options offered
are described below:
Stable Value Fund
- -----------------
The Stable Value Fund is held by the Master Trust and is comprised of fixed
income securities and 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 Stock Fund
- -----------------
Common Stock of New Conoco.
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.
PAGE 10
THRIFT PLAN FOR RETAIL EMPLOYEES
OF
CONOCO INC.
NOTES TO FINANCIAL STATEMENTS - (Continued)
(Dollars in Thousands)
Mutual Funds
- ------------
American Century Income & Growth - seeks to provide dividend growth, current
income & capital appreciation by investing in common stocks.
American Century Equity Growth - seeks capital appreciation by investing in a
portfolio of common stocks.
American Century International Growth - seeks capital growth, invests in a
diversified international portfolio of stocks.
American Century Vista - seeks capital growth, invests in stocks considered to
have above average appreciation prospects.
American Century Strategic Allocation: Conservative - an asset allocation fund
that seeks lower risk with lower potential return.
American Century Strategic Allocation: Moderate - an asset allocation fund
that seeks moderate return while assuming moderate risk.
American Century Strategic Allocation: Aggressive - an asset allocation fund
that seeks higher return with higher potential risk.
American Funds ICA - seeks to provide long-term growth of capital and income,
placing greater emphasis on future dividends than on current income.
PIMCO Total Return - seeks to maximize total return through a portfolio of
intermediate-term investment grade bonds.
Nations International Value - seeks long-term capital appreciation by investing
primarily in equity securities of foreign issuers.
Fidelity Equity Income - seeks reasonable income and potential for capital
appreciation.
Fidelity Low-Priced Stock Fund - seeks capital appreciation.
Fidelity Magellan Fund - seeks capital appreciation.
Goldman Sachs Capital Growth - seeks long-term capital appreciation.
Franklin Small-Mid Cap Growth Fund Class A - seeks long-term capital growth.
Janus Mercury Fund - seeks long-term growth of capital.
PAGE 11
THRIFT PLAN FOR RETAIL EMPLOYEES
OF
CONOCO INC.
NOTES TO FINANCIAL STATEMENTS - (Continued)
(Dollars in Thousands)
Common/Collective Trusts:
- -------------------------
Barclays Global Investors Equity Index - seeks to track the holdings and total
return of the S&P 500 Index.
Barclays Global Investors U.S. Debt Index - seeks to track the holdings and
total return of the Lehman Brothers Aggregate Bond Index.
Blended Funds:
- --------------
Small Company Fund - equal blend of Fidelity Low-Priced Stock Fund and Franklin
Small-Mid Cap Growth Fund seeks long term capital growth.
International Fund - equal blend of American Century International Growth Fund
and Nations International Value Fund seeks long term capital growth.
Participants may allocate their employee deposits and matching Company
contributions and may reallocate the amounts in their accounts among all funds,
except the DuPont Stock and Loan Fund, at their discretion.
RECEIVABLES
Receivables are comprised of employee deposits of $14 and $17, Company
contributions of $12 and $14, and loan interest payments of $0 and $1, which are
amounts due as of December 31, 2001 and 2000, 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 (GICs), separate account GICs
(SAGICs), and synthetic guaranteed investment contracts (SYNs), which are stated
at contract value. The Stable Value Fund GICs, SAGICs, and SYNs 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
and Blended 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 and Conoco
common stock are valued at their quoted market prices at year-end. Benefits are
recorded when paid.
PAGE 12
THRIFT PLAN FOR RETAIL EMPLOYEES
OF
CONOCO INC.
NOTES TO FINANCIAL STATEMENTS - (Continued)
(Dollars in Thousands)
The purchase of shares of Conoco 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 the Company.
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 and Conoco 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.
Investment securities are exposed to various risks, such as interest
rate, market, and credit. Due to the level of risk associated with certain
investment securities, it is at least reasonably possible that changes in
risks in the near term could materially affect the amounts reported in the
Statement of Net Assets Available for Benefits.
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America 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 Thrift Plan for Employees of Conoco Inc. (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 total net assets in the Master Trust. Investment income for each plan is
calculated using this same basis. The Plan's proportionate share of Master Trust
net assets and investment income was approximately 0.1% as of December 31, 2001
and 2000.
The Stable Value Fund consists of GICs, SAGICs, SYNs, and short-term
investments and cash.
The crediting interest rates ranged from 4.80% to 8.31% and 5.56% to
8.31% for the years ended December 31, 2001 and 2000, respectively. The fund's
blended rate of return for the year was 6.53% in 2001 and 6.73% in 2000.
PAGE 13
THRIFT PLAN FOR RETAIL EMPLOYEES
OF
CONOCO INC.
NOTES TO FINANCIAL STATEMENTS - (Continued)
(Dollars in Thousands)
The crediting rates for most SAGIC and SYN contracts are reset
quarterly 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.
The Master Trust (Stable Value Fund) values as of December 31, 2001 and
2000 are as follows:
<Table>
<Caption>
12/31/01 12/31/00
---------- ----------
At Contract Value, which approximates fair value:
- -------------------------------------------------
GICs $ 149,599 $ 114,047
SAGICs 267,572 286,234
SYNs 1,176,027 1,157,912
At Fair Value:
- --------------
Short-term investments and cash 61,082 71,105
---------- ----------
$1,654,280 $1,629,298
========== ==========
</Table>
The contract values of synthetic guaranteed investment contracts
include ($41,991) and $(11,911) at December 31, 2001 and 2000 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,
2001 is composed of Stable Value Fund gains and interest income in the amount of
$102,475.
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 14
THRIFT PLAN FOR RETAIL EMPLOYEES
OF
CONOCO INC.
NOTES TO FINANCIAL STATEMENTS - (Continued)
(Dollars in Thousands)
Net depreciation for the year ended December 31, 2001 is as follows:
<Table>
<Caption>
Investments Net Depreciation
----------- ----------------
Equity $ (42)
Mutual Funds (30)
Common/Collective Trusts (108)
-----
Total Net Depreciation $(180)
=====
</Table>
The following individual investments represent more than 5% of the net
assets available for plan benefits as of December 31, 2001 and 2000:
<Table>
<Caption>
Current Value Current Value
12/31/01 12/31/00
------------- -------------
DuPont Stock $ 153 $ 308
Fidelity Magellan Fund 141 188
Beneficial Interest in the Master Trust 1,676 1,728
American Century Strategic Alloc-Moderate 156 0
American Century Equity Growth 166 0
</Table>
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. 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 currently designed and being operated in compliance with the applicable
requirements of the Code. On February 28, 2002, an application for determination
as to the qualification of the Plan, as amended to that date, was submitted to
the Internal Revenue Service.
PAGE 15
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:
<Table>
<Caption>
December 31,
2001 2000
---------- ----------
Net assets available for plan benefits per
the financial statements $ 2,757 $ 3,174
Less: Amounts allocated to withdrawing
participants 0 (6)
---------- ----------
Net assets available for plan benefits per
the Form 5500: $ 2,757 $ 3,168
========== ==========
</Table>
The following is a reconciliation of plan benefits paid to participants
per the financial statements to the Form 5500:
<Table>
<Caption>
Year Ended December 31,
2001
----
Plan benefits paid to participants per the
financial statements $ 856
Add: Amounts allocated to withdrawing
participants at December 31, 2001 0
Less: Amounts allocated to withdrawing
participants at December 31, 2000 (6)
------
Plan benefits paid to participants per the Form 5500 $ 850
======
</Table>
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 16
THRIFT PLAN FOR RETAIL EMPLOYEES
OF
CONOCO INC.
NOTE 7 - RELATED PARTY TRANSACTIONS
Certain Plan investments are shares of mutual funds and asset
allocation funds managed by affiliates of the Trustees. 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 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.
NOTE 8 - SUBSEQUENT EVENTS
On November 18, 2001, the Company and Phillips Petroleum Company
(Phillips) announced that Phillips and the Company had entered into a definitive
merger agreement. The Company's shareholders approved the proposed merger on
March 12, 2002; Phillips' shareholders have also voted their approval.
Regulatory approval of the merger is anticipated during the third quarter of
2002.
PAGE 17
THRIFT PLAN FOR RETAIL EMPLOYEES
OF
CONOCO INC.
SCHEDULE I
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2001
(Dollars in Thousands)
<Table>
<Caption>
Description Current Value
----------- -------------
Beneficial interest in the Master Trust .................... 1,676
* Conoco Stock Fund ........................................ 77
DuPont Stock ............................................. 153
* American Century Strategic Alloc - Conservative .......... 4
* American Century Strategic Alloc - Moderate .............. 156
* American Century Strategic Alloc - Aggressive ............ 2
* American Century Income and Growth ....................... 21
* American Century Equity Growth ........................... 166
* American Century International Growth .................... 0
* American Century Vista ................................... 0
Fidelity Low-Priced Stock Fund ........................... 18
Franklin Small-Mid Cap Growth Fund Class A ............... 46
PIMCO Total Return ....................................... 0
Janus Mercury Fund ....................................... 63
Barclays Global Investors Equity Index ................... 26
Barclays Global Investors U.S. Debt Index ................ 0
American Funds ICA ....................................... 23
Nations International Value .............................. 6
Goldman Sachs Capital Growth ............................. 18
Small Company Fund ....................................... 4
International Fund ....................................... 13
Fidelity Magellan Fund ................................... 141
Fidelity Equity Income ................................... 10
* Loan Fund (6.00% - 10.80%) ............................... 108
* Short Term Investments and Cash, JPMorgan Chase
Bank ............................................... 0
-------------
Total Investment Portfolio ................ $ 2,731
=============
</Table>
- ----------
* Party-in-interest to the Plan.
Page 18
THRIFT PLAN FOR RETAIL EMPLOYEES
OF
CONOCO INC.
EXHIBIT INDEX
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
23 Consent of Independent Accountants
</Table>