<PAGE> 1
PAGE 1
===============================================================================
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, 1999
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)
===============================================================================
<PAGE> 2
PAGE 2
INDEX
<TABLE>
<CAPTION>
Page(s)
-------
<S> <C>
Report of Independent Accountants ............................ 4
Financial Statements:
Statement of Net Assets Available for Plan
Benefits as of December 31, 1999 ................... 5
Statement of Changes in Net Assets Available
for Plan Benefits for the Year Ended
December 31, 1999 ................................... 6
Notes to the Financial Statements ....................... 7-15
Supplemental Schedule:
Schedule I: Schedule of Assets Held for Investment
Purposes at December 31, 1999 ....................... 16-18
</TABLE>
EXHIBITS
--------
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C> <C>
23 Consent of Independent Accountants 19
</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
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.
May 31, 2000:
By
---------------------------------
Steve Theede
Vice President of Human Resources
<PAGE> 4
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, 1999, and the changes in net assets available for plan
benefits for the year ended December 31, 1999 in conformity with accounting
principles generally accepted in the United States. 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, 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 the opinion expressed
above.
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 30, 2000
<PAGE> 5
PAGE 5
THRIFT PLAN FOR RETAIL EMPLOYEES
OF
CONOCO INC.
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1999
(Dollars in Thousands)
<TABLE>
<CAPTION>
Total All Funds
---------------
<S> <C>
Investments, at Fair Value
(Notes 1, 2 and 3)
Equity ...................................... $ 661
Mutual Funds ................................ 787
Common Collective Trusts .................... 215
Short-Term Investments and Cash ............. 32
Loans to participants principal balance ..... 232
------
1,927
Investments, at contract value
Stable Value Fund ........................... 1,530
------
Total Investments ....................... 3,457
Receivables Due from Conoco Inc. ............... 47
------
Net Assets Available for Plan Benefits ......... $3,504
======
</TABLE>
---------------
The accompanying notes are an integral part of these financial statements.
<PAGE> 6
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, 1999
(Dollars in Thousands)
<TABLE>
<CAPTION>
Total All Funds
---------------
<S> <C>
Investment income
Interest ..................................... $ 372
Dividends .................................... 81
Net appreciation in fair value of
investments ................................ 421
-------
Total investment income .................... 874
Contributions
Conoco Inc. contributions .................... 466
Participants ................................. 529
Rollovers .................................... 242
-------
2,111
-------
Withdrawals ..................................... (635)
Affiliated company transfers in ................. 2,028
-------
1,393
-------
Net increase .................................... 3,504
Net assets available for plan benefits:
Beginning of year ............................
-------
End of year .................................. $ 3,504
=======
</TABLE>
--------------
The accompanying notes are an integral part of these financial statements.
<PAGE> 7
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 Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974 (ERISA) and
the Internal Revenue Code (the "Code").
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 financial means for the time of their retirement. The Plan
is a tax-qualified, contributory profit sharing plan. 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
<PAGE> 8
PAGE 8
THRIFT PLAN FOR RETAIL EMPLOYEES
OF
CONOCO INC.
NOTES TO FINANCIAL STATEMENTS - (Continued)
(Dollars in Thousands)
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
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 designated trustee of all the funds is Merrill Lynch Trust Company
of America (Merrill Lynch). 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 with one or more entities, including, but not limited to
insurance companies, banks, and other investment organizations, to provide 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 Common Stock Fund, Conoco Class A Common Stock Fund, Conoco
Class B Common Stock Fund, Merrill Lynch Mutual and Index Funds, 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
<PAGE> 9
PAGE 9
THRIFT PLAN FOR RETAIL EMPLOYEES
OF
CONOCO INC.
NOTES TO FINANCIAL STATEMENTS - (Continued)
(Dollars in Thousands)
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.
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 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
-----------------
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 Common Stock Fund
------------------------
Common Stock of E. I. du Pont de Nemours and Company.
Conoco Class A Common Stock Fund
--------------------------------
Class A Common Stock of the Company.
Conoco Class B Common Stock Fund
--------------------------------
Class B Common Stock of the Company.
<PAGE> 10
PAGE 10
THRIFT PLAN FOR RETAIL EMPLOYEES
OF
CONOCO INC.
NOTES TO FINANCIAL STATEMENTS - (Continued)
(Dollars in Thousands)
Loan Fund
---------
Participant loans - amounts transferred from other funds that are loaned to
participants.
Merrill Lynch Funds
-------------------
A total of seven Merrill Lynch investment options are offered, each with its own
investment objective:
Mutual Funds:
Merrill Lynch Global Holdings - seeks highest total investment return
consistent with prudent risk through global diversification.
Merrill Lynch Capital Fund - seeks highest total investment return consistent
with prudent risk.
Merrill Lynch Basic Value Fund - seeks capital appreciation and income.
Merrill Lynch Growth A - seeks growth of capital and income.
Index Funds:
Merrill Lynch Small Company Stock Index - seeks to track the holdings and total
return of the Russell 2000 Index.
Merrill Lynch International Stock Index - seeks to track the holdings and total
return of the Morgan Stanley Capital International EAFE (Europe,
Australia, and Far East) Index.
Merrill Lynch Equity Index Tier 6 - 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 A - seeks aggressive capital growth.
AIM Value 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 - seeks high total return.
Fidelity Low-Priced Stock - seeks capital appreciation.
Fidelity Magellan Fund - seeks capital appreciation.
<PAGE> 11
PAGE 11
THRIFT PLAN FOR RETAIL EMPLOYEES
OF
CONOCO INC.
NOTES TO FINANCIAL STATEMENTS - (Continued)
(Dollars in Thousands)
Franklin Balance Sheet Investment - seeks high total return.
Franklin Custody Growth I - seeks capital appreciation.
Franklin Small Cap Growth I - seeks long-term capital growth.
Hotchkis & Wiley International - seeks current income, long-term growth of
income and growth of capital.
Janus Enterprise - seeks long-term growth of capital.
Janus Mercury - seeks long-term growth of capital.
MFS Research A - seeks long-term growth of capital and future income.
MFS Total Return A - seeks above-average income consistent with prudent
employment of capital, and growth of capital and income.
Templeton Foreign I - seeks long-term growth of capital.
Templeton Growth I - 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 Company Stock Index Trust and the Merrill Lynch Equity
Index Tier 6 Trust. The Moderate and Aggressive portfolios also include the
Merrill Lynch International Stock Index. 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 Common Stock Fund, Conoco Class 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 other defined contribution
benefit plans of affiliated companies and the Thrift Plan for Employees of
Conoco Inc. (the "Conoco Plan").
<PAGE> 12
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 $26, Company
contributions of $20, and loan repayments of $6 which are amounts due as of
December 31, 1999.
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, which is 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 Common Stock Fund, Conoco
Class A Common Stock Fund, and Conoco Class B Common Stock Fund investment
securities are based on average cost of the securities sold for each fund
respectively. Purchases and sales are recorded on a trade date basis.
<PAGE> 13
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 - 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. Accordingly, the
investments in these funds by participants in the Plan and Conoco Plan have been
commingled for investment purposes; however, the two Plans' assets are accounted
for separately by the trustee.
The Stable Fund consists of guaranteed investment contracts (GICs),
separate account GICs (SAGICs), and synthetic guaranteed investment contracts
(SYNs).
The crediting interest rates ranged from 9.89% to 5.58% for the year
ended December 31, 1999. The fund's blended rate of return for the year was
7.02%.
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.
The contract values, which approximate the fair values, of investment
contracts as of December 31, 1999 are as follows:
<TABLE>
<CAPTION>
Contract Value
12/31/99
---------------
<S> <C>
Guaranteed Investment Contracts $ 23
Separate Account Guaranteed Investment Contracts 406
Synthetic Guaranteed Investment Contracts 1,105
------
$1,534
======
</TABLE>
<PAGE> 14
PAGE 14
THRIFT PLAN FOR RETAIL EMPLOYEES
OF
CONOCO INC.
NOTES TO FINANCIAL STATEMENTS - (Continued)
(Dollars in Thousands)
The total contract value of $1,534 at December 31, 1999 includes direct
Participant investments of $1,530 and investments of $4 held by the
Conservative, Moderate and Aggressive Allocation Portfolios.
The contract values of synthetic guaranteed investment contracts
include $35 at December 31, 1999 related to wrapper contracts which guarantee
the contract value of the synthetic guaranteed investment contracts for
participant initiated withdrawal events.
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.
Net appreciation for the year ended December 31, 1999 is as follows:
<TABLE>
<CAPTION>
Investments Net Appreciation
----------- ----------------
<S> <C>
Equity $224
Mutual Funds 131
Common/Collective Trusts 66
----
Total Net Appreciation $421
====
</TABLE>
The following individual investments represent more than 5% of the net
assets available for plan benefits as of December 31, 1999.
<TABLE>
<CAPTION>
Current Value
12/31/99
-------------
<S> <C>
DuPont Common Stock Fund $605
Fidelity Magellan Fund 260
Loan Fund (7.50% - 8.50%) 232
</TABLE>
<PAGE> 15
PAGE 15
THRIFT PLAN FOR RETAIL EMPLOYEES
OF
CONOCO INC.
NOTES TO FINANCIAL STATEMENTS - (Continued)
(Dollars in Thousands)
NOTE 5 - INCOME TAX STATUS
The Company intends to file for a determination letter with the
Internal Revenue Service by June 30, 2000. 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.
NOTE 6 - RELATED PARTY TRANSACTION
Certain Plan investments are shares of mutual funds managed by the
Trustee. Therefore, transactions in these investments qualify as
party-in-interest transactions that are exempt from the prohibited transaction
rules.
<PAGE> 16
PAGE 16
THRIFT PLAN FOR RETAIL EMPLOYEES
OF
CONOCO INC.
SCHEDULE I
ITEM 27A-SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1999
(Dollars in Thousands)
<TABLE>
<CAPTION>
Description Current Value
----------- -------------
<S> <C>
Aetna Life Insurance Co. - 9.89%, 6/1/00 (GIC) ........ 12
John Hancock Mutual Life Insurance Co. - 6.01%,
12/31/99 (SAGIC) ............................. 48
Metropolitan Life Insurance Co. - 7.37%, No
Maturity Date (SAGIC) ....................... 95
Prudential Insurance Co. - 8.58%, 7/1/01 (SAGIC) ...... 165
Transamerica - 7.00%, 12/31/00 (SAGIC) ................ 98
Travelers Insurance Co. - 9.66%, 6/1/00 (GIC) ........ 11
-----
429
-----
Aetna Life Insurance Co. - 6.61%, No Maturity Date
(SYN), DuPont Capital Management ............. 130
Bankers Trust Co. - 5.93%, 12/01/02 (SYN),
Brundage, Story and Rose ..................... 97
Bankers Trust Co. - 7.38%, No Maturity Date (SYN),
Pacific Investment Management Co. ............ 79
CDC Capital Inc. - 6.95%, 10/1/02 (SYN), CDC
Capital Inc. ................................. 77
Citibank - 7.42%, 8/31/01 (SYN), Merrill Lynch
Institutional Fund Management ................ 26
Deutsche Bank - 5.58%, No Maturity Date (SYN),
Pacific Investment Management Co. ............ 122
Deutsche Bank - 6.68%, No Maturity Date (SYN),
Wellington Trust Co. ......................... 104
J. P. Morgan - 5.76%, No Maturity Date (SYN),
Western Asset Management Co. ................. 103
Peoples Security Life - 6.52%, No Maturity Date
(SYN), J. P. Morgan Investment Management .... 87
Providian Capital Management - 6.96%, 1/1/04 (SYN)
Loomis Sayles & Co. .......................... 127
Union Bank of Switzerland - 6.72%, No Maturity Date
(SYN), Aeltus Investment Management .......... 118
Net Wrapper Value ..................................... 35
-----
1,105
-----
</TABLE>
---------------
Continued next page
<PAGE> 17
PAGE 17
THRIFT PLAN FOR RETAIL EMPLOYEES
OF
CONOCO INC.
SCHEDULE I
ITEM 27A-SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1999
(Continued)
(Dollars in Thousands)
<TABLE>
<CAPTION>
<S> <C>
Description Current Value
----------- -------------
Total GIC, SAGIC and SYN (a) ........................ 1,534
Less: Stable Value Contracts held by
Asset Allocation Portfolios (b) ............ (4)
------
1,530
------
* Conoco Class A Common Stock Fund ................. 14
* Conoco Class B Common Stock Fund ................. 42
DuPont Common Stock Fund ......................... 605
* Aggressive Asset Allocation Portfolio (b) ....... 3
* Conservative Asset Allocation Portfolio (b) ..... 4
* Moderate Asset Allocation Portfolio (b) ......... 1
Barclays 3-Way Asset Allocation Fund ............. 139
* Merrill Lynch Small Company Stock Index Tier 2 ... 2
* Merrill Lynch Equity Index Tier 6 ............... 63
* Merrill Lynch International Stock Index Tier 2 ... 3
Fidelity Low-Priced Stock ........................ 7
Franklin Small Cap Growth I ...................... 11
Janus Enterprise ................................. 22
Janus Mercury .................................... 68
Hotchkis & Wiley International ................... 2
MFS Total Return A ............................... 1
* Merrill Lynch Global Holdings .................... 46
Templeton Growth I ............................... 0
AIM Value A ...................................... 11
Fidelity Growth & Income ......................... 62
* Merrill Lynch Growth A ........................... 8
</TABLE>
---------------
* Party in interest to the Plan.
(a) GIC = Guaranteed Investment Contract; SAGIC = Separate Account GIC; SYN =
Synthetic Guaranteed Investment GIC
(b) The Conservative, Moderate and Aggressive Asset Allocation Portfolios hold
investments in Stable Value Fund Contracts of $0, $1 and $3,
respectively, totaling $4.
<PAGE> 18
PAGE 18
THRIFT PLAN FOR RETAIL EMPLOYEES
OF
CONOCO INC.
SCHEDULE I
ITEM 27A-SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1999
(Continued)
(Dollars in Thousands)
<TABLE>
<CAPTION>
Description Current Value
----------- -------------
<S> <C>
AIM Equity Constellation A ......................... 6
Franklin Balance Sheet Investment .................. 1
Templeton Foreign I ................................ 6
Fidelity Magellan Fund ............................. 260
Fidelity Fund ...................................... 119
Fidelity Equity-Income ............................. 18
Franklin Custody Growth I .......................... 1
MFS Research A ..................................... 4
* Merrill Lynch Capital Fund A ....................... 72
* Merrill Lynch Basic Value Fund A ................... 62
Loan Fund (7.50% - 8.50%) ......................... 232
Short Term Investments and Cash, Merrill Lynch
Trust Company of America ..................... 32
------
Total Investment Portfolio .......... $3,457
======
</TABLE>
---------------
* Party in interest to the Plan.
<PAGE> 19
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ ----------
<S> <C>
23 Consent of Independent Accountants
</TABLE>
