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, 1993
THRIFT PLAN FOR EMPLOYEES OF
CONOCO INC.
(FULL TITLE OF THE PLAN)
CONOCO INC.
1201 LOUISIANA, SUITE 2900
HOUSTON, TX 77002
(NAME AND ADDRESS OF PRINCIPAL EXECUTIVE OFFICE OF ISSUER)
============================================================
1
<PAGE>
PAGE 2
INDEX
Page(s)
Report of Independent Accountants.................. 4
Statements of Net Assets Available for Plan
Benefits at December 31, 1993 and 1992 ......... 5-7
Statements of Changes in Net Assets Available
for Plan Benefits for the Years 1993 and 1992... 8-10
Notes to Financial Statements..................... 11-17
EXHIBITS
Exhibit
Number Description
24 Consent of Independent Accountants.
2
<PAGE>
PAGE 3
SIGNATURE
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: April 22, 1994
By ___________________________________
Mario Rocconi, Jr.
Vice President of Human Resources
3
<PAGE>
PAGE 4
REPORT OF INDEPENDENT ACCOUNTANTS
To 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, 1993 and
1992, and the changes in net assets available for plan
benefits for each of the two 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.
PRICE WATERHOUSE
Philadelphia, Pennsylvania
April 22, 1994
4
<PAGE>
<TABLE>
PAGE 5
THRIFT PLAN FOR EMPLOYEES
OF
CONOCO INC.
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1993
(Dollars In Thousands, Except Unit Values)
<CAPTION>
3-Way DuPont Merrill
Fixed Family Asset Common Lynch
Income of Mutual Allocation Stock Loan Equity
Fund Funds Fund Fund Fund Index
----------- ---------- --------- --------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
Investments, at fair value
(Notes 1 and 3)
DuPont Company common stock
(cost $186,834) ............. $255,889
Pooled Investments (cost
$203,991).................... $103,641 $50,342 $14,184
Fixed income
(cost $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 The accompanying notes are an integral part of these financial statements.
Continued on next page
</TABLE>
5
<PAGE>
<TABLE>
PAGE 6
THRIFT PLAN FOR EMPLOYEES
OF
CONOCO INC.
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1993 (Continued)
(Dollars In Thousands, Except Unit Values)
<CAPTION>
Merrill
Merrill Merrill Merrill Lynch
Lynch Lynch Lynch Basic
Global Balanced Capital Value
Holdings Fund Fund Fund Total
-------- --------- -------- -------- -----------
<S> <C> <C> <C> <C> <C>
Investments, at fair value
(Notes 1 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
(cost $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 The accompanying notes are an integral part of these financial statements.
</TABLE>
6
<PAGE>
<TABLE>
PAGE 7
THRIFT PLAN FOR EMPLOYEES
OF
CONOCO INC.
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1992
(Dollars In Thousands, Except Unit Values)
<CAPTION>
3-Way DuPont
Fixed Family Asset Common
Income of Mutual Allocation Stock Loan Cash
Fund Funds Fund Fund Fund Fund Total
--------- -------- ---------- --------- -------- ------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Investments, at fair value
(Notes 1 and 3)
DuPont Company common stock
(cost $179,450) ............. $251,937 $251,937
Pooled Investments (cost
$114,089).................... $106,660 $39,681 146,341
Fixed income
(cost $1,435,503)............ $1,435,503 1,435,503
Short-term investments & cash
(cost $1,911)................... $1,911 1,911
Loans to participants-
principal balance ........... $24,563 24,563
---------- ---------- ------- --------- -------- ------- ----------
Net assets available for plan
benefits .................... $1,435,503 $106,660 $39,681 $251,937 $24,563 $1,911 $1,860,255
========= ======= ======== ======= ======= ======= =========
Unit or share values (Note 2) ... $72.93 $15.45 $47.12
====== ====== ======
The accompanying notes are an integral part of these financial statements.
</TABLE>
7
<PAGE>
<TABLE>
PAGE 8
THRIFT PLAN FOR EMPLOYEES
OF
CONOCO INC.
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
YEAR ENDED DECEMBER 31, 1993
(Dollars in Thousands)
<CAPTION>
3-Way DuPont Merrill
Fixed Family Asset Common Lynch
Income of Mutual Allocation Stock Loan Equity
Fund Funds Fund Fund Fund Index
--------- --------- ---------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
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 0 29
Realized gains .......... 1,317 603 13,684 258
Net unrealized appre-
ciation (depreciation)
in fair value of
investments ........... 6,794 5,808 (3,432) 1,249
Contributions
Conoco Company's
contributions........... 18,391 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
---------- -------- ------- -------- -------- --------
291,846 27,717 11,650 41,363 0 2,795
---------- -------- ------- -------- -------- --------
Deliveries and
withdrawals ........... (79,986) (1,948) (1,417) (10,508) (1,854) (684)
Net transfers among funds
Loans ................. (16,815) (1,015) (684) (4,391) 23,669 (193)
Loan repayments ....... 7,501 841 333 2,839 (12,186) 114
Other authorized
transfers ........... (2,493) (27,647) 1,272 (23,748) 12,244
--------- -------- ------- --------- -------- --------
(91,793) (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 The accompanying notes are an integral part of these financial statements.
Continued on next page
</TABLE>
8
<PAGE>
<TABLE>
PAGE 9
THRIFT PLAN FOR EMPLOYEES
OF
CONOCO INC.
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
YEAR ENDED DECEMBER 31, 1993 (Continued)
(Dollars in Thousands)
<CAPTION>
Merrill
Merrill Merrill Merrill Lynch
Lynch Lynch Lynch Basic
Global Balanced Capital Value Cash
Holdings Fund Fund Fund Fund Total
--------- --------- --------- -------- ------ ----------
<S> <C> <C> <C> <C> <C> <C>
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 0
------- ----------- -------- -------- ------- -----------
Total investment
income ............ 1,146 839 1,066 412 0 155,497
Realized gains .......... 172 112 173 69 16,388
Net unrealized appre-
ciation (depreciation)
in fair value of
investments............ 1,333 657 94 12,503
Contributions
Conoco Company's
contributions.......... 419 176 528 192 (28) 30,675
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) 387,866
------- ----------- --------- -------- ------- -----------
Deliveries and
withdrawals ........... (249) (615) (707) (158) (176) (98,302)
Net transfers among funds
Loans ................. (246) (87) (193) (45) 0
Loan repayments ....... 191 59 212 96 0
Other authorized
transfers ........... 16,457 5,748 13,187 6,687 (1,707) 0
------- ---------- --------- -------- ------- -----------
16,153 5,105 12,499 6,580 (1,883) (98,302)
------- ----------- --------- -------- ------- -----------
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 $0 $2,149,819
======== =========== ========= ======== ======= ===========
The The accompanying notes are an integral part of these financial statements.
</TABLE>
9
<PAGE>
<TABLE>
PAGE 10
THRIFT PLAN FOR EMPLOYEES
OF
CONOCO INC.
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
YEAR ENDED DECEMBER 31, 1992
(Dollars in Thousands)
<CAPTION>
U.S. 3-Way DuPont
Savings Fixed Family Asset Common
Bond Income of Mutual Allocation Stock Loan Cash
Fund Fund Funds Fund Fund Fund Fund Total
-------- ----------- --------- ---------- --------- --------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investment income
Interest .............. $240 $121,351 $25 $20 $2,216 $552 $124,404
Dividends ............. 11,543 2,018 $8,933 22,494
Distribution of loan
interest income<FA>.. 1,281 246 56 633 ( 2,216) 0
Distribution of cash
fund interest 435 63 25 162 (685) 0
-------- ---------- -------- ------- -------- -------- ---------- ----------
Total investment
income ............ 240 123,067 11,877 2,119 9,728 0 (133) 146,898
Net realized & unrealized
appreciation (depreciation)
in fair value of investments .. (5,734) 782 6,478 1,526
Contributions
Conoco Company's
contributions....... 19,407 3,878 1,313 7,811 32,409
Participants'
savings ............. 73,576 7,512 2,974 13,098 97,160
CESOP transfers ....... 1,513 1,513
-------- ---------- -------- ------- -------- -------- ---------- -----------
240 216,050 17,533 7,188 38,628 0 (133) 279,506
-------- ---------- -------- ------- -------- -------- ---------- -----------
Deliveries and
withdrawals ........... (781) (78,374) (3,063) (1,831) (9,457) (1,852) (1,278) (96,636)
Net transfers among funds
Loans ................. (41) (10,216) (772) (318) (2,647) 14,433 (439) 0
Loan repayments ....... 5,034 968 219 2,488 (8,158) 126 677
Other authorized
transfers ........... (3,991) 22,686 2,748 (1,324) (19,916) (203) 0
-------- ---------- -------- ------- -------- -------- ---------- -----------
(4,813) (60,870) (119) (3,254) (29,532) 4,423 (1,794) (95,959)
-------- ---------- -------- ------- -------- -------- ---------- -----------
Change in net assets
available for plan
benefits for the
year .................. (4,573) 155,180 17,414 3,934 9,096 4,423 (1,927) 183,547
Net assets available
for plan benefits
Beginning of year ..... 4,573 1,280,323 89,246 35,747 242,841 20,140 3,838 1,676,708
-------- ---------- -------- ------- -------- -------- ---------- -----------
End of year ........... $0 $1,435,503 $106,660 $39,681 $251,937 $ 24,563 $1,911 $1,860,255
======== ========== ======== ======= ======== ======== ========== ===========
<FN>
<FA> Reclassified for comparative purposes.
The The accompanying notes are an integral part of these financial statements.
</TABLE>
10
<PAGE>
PAGE 11
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 the 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 and assist employees in
following a systematic savings program suited to their individual objectives,
and to provide an opportunity for employees, at no cost to themselves, to
become stockholders of the DuPont Company. The Plan is a tax qualified
contributory profit sharing plan. Employees of the Company and participating
employers are eligible to join the Plan provided they are members of the
Retirement Plan of Conoco.
An eligible employee may authorize the Company to make a payroll
deduction under the Plan ranging from 1% to 16% 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, 1993 and December 31, 1992, for the
"Highly Compensated" employees the allowable after-tax savings rate
was 6% and 7% respectively, and their allowable before-tax savings rate was
11% and 9% respectively. In addition, in accordance with the Tax Reform Act
of 1986, the Plan limited contributions by any employee to the before-tax
account to $8,994 in 1993 and $8,728 in 1992. 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, a "Nonhighly Compensated" participant is allowed to make lump
sum savings deposits in cash or through payroll deduction to the Plan at any
time.
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
11
<PAGE>
PAGE 12
THRIFT PLAN FOR EMPLOYEES
OF
CONOCO INC. (THE "COMPANY")
NOTES TO FINANCIAL STATEMENTS - (Continued)
of participation or any earnings in the before-tax or after-tax accounts.
Company contributions will be suspended for two months if a participant
withdraws any before tax contribution prior to age 59 1/2. 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:
U.S. Savings Bond Fund -- United States Savings Bonds, Series EE in
$100 denominations. This fund was
eliminated as of September 30, 1992.
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, 1993 and December 31, 1992
was 8.97% and 9.38%, 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
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).
12
<PAGE>
PAGE 13
THRIFT PLAN FOR EMPLOYEES
OF
CONOCO INC. (THE "COMPANY")
NOTES TO FINANCIAL STATEMENTS - (Continued)
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 United States Savings Bond Fund, 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.
Amounts contributed by the Company were not to be used to purchase U.S.
Savings Bonds.
At December 31, 1993 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
(15,100); Family of Mutual Funds (3,400); DuPont Common Stock Fund (7,900);
3-Way Asset Allocation Fund (2,300); Merrill Lynch (ML) Global Holdings
(1,200); ML Balanced Fund(600); ML Equity Index (900); ML Capital Fund
(1,200); ML Basic Value Fund (500). Approximately 3,900 participants had
loans outstanding in the Loan Fund at December 31, 1993.
ADMINISTRATION
The designated trustee of all the aforementioned funds is
Merrill Lynch, Pierce, Fenner & Smith Incorporated (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 record keeping and
trustee fees of the Plan are paid by the Company.
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 shares of DuPont
common stock and all cash balances, including those resulting from the
liquidation of the Fixed Income Fund, the Fidelity Family of Mutual Funds,
the 3-Way Asset Allocation Fund, and Merrill Lynch Mutual Funds will be made
based upon the valuation of the participant's account.
13
<PAGE>
PAGE 14
THRIFT PLAN FOR EMPLOYEES
OF
CONOCO INC. (THE "COMPANY")
NOTES TO FINANCIAL STATEMENTS - (Continued)
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 fair value of the United States
Savings Bonds Fund is based on the redemption values for U.S. Savings Bonds
which are published by the Department of Treasury. The Fixed Income Fund
guaranteed investment contracts and separate account portfolios 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 Funds, and Merrill Lynch Mutual Funds are recorded at the
latest price on the last business day of the period reported. Investments in
the 3-Way Asset Allocation Fund are recorded at the fair market value of all
assets in the Fund on the last business day of the period reported. 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 United States Savings Bonds Fund
and the Loan Fund since U.S. Savings Bonds and 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 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.
14
<PAGE>
PAGE 15
THRIFT PLAN FOR EMPLOYEES
OF
CONOCO INC. (THE "COMPANY")
NOTES TO FINANCIAL STATEMENTS - (Continued)
Certain reclassifications have been made to the Plan's 1992
financial statements to conform with 1993 presentation.
NOTE 3 -- INVESTMENTS
The following presents the Plan's investments at fair value
(Note 2).
December 31, December 31,
1993 1992
------------ -------------
(Dollars in Thousands)
Investments at fair value
Fixed income (guaranteed investment
contracts, separate account
portfolios) ............................ 1,593,824 1,435,503
DuPont Common Stock ..................... 255,889 251,937
Short-term investments & cash ............ 38,359 1,911
Loans to participants .................... 34,192 24,563
Pooled investments ....................... 220,294 146,341
---------- ----------
Total investments at fair value ........ $2,142,558 $1,860,255
========== ==========
The Plan held 5,303,392 shares of DuPont Common Stock at December
31, 1993. At December 31, 1993, Short-term investments and cash represent
funds deposited in the the Fixed Income Fund, the Fidelity Family of Mutual
Funds, the 3-Way Asset Allocation Fund, the Du Pont Common Stock Fund, and
the Merrill Lynch Mutual Funds .
The pooled investments consist of the following:
December 31, 1993
---------------------------
Fair Market
Value Cost
----------- ----------
(Dollars in Thousands)
3-Way Asset Allocation Fund .............. $ 50,342 $ 44,534
Family of Mutual Funds .................. 103,641 96,480
Merrill Lynch Mutual Funds ...........
Equity Index Trust..................... 14,184 12,936
Global Holdings..................... 20,208 18,875
Balanced Fund........................... 7,041 7,040
Capital Fund .......................... 16,291 15,633
Basic Value Fund................. 8,587 8,493
---------- ----------
Total Pooled Investments ................. $ 220,294 $ 203,991
========== ==========
15
<PAGE>
PAGE 16
THRIFT PLAN FOR EMPLOYEES
OF
CONOCO INC. (THE "COMPANY")
NOTES TO FINANCIAL STATEMENTS - (Continued)
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 by the common Trustee for the plans.
The Plan's fixed income guaranteed investment contracts and
separate account portfolios (*) at December 31, 1993 consist of the
following:
Current
Description Value
----------- -----------
(Dollars in
Thousands)
Aetna Life Insurance Company--9.32%, 6/1/99 .................. $ 96,121
Aetna Life Insurance Company--9.89%, 6/1/00 .................. 75,282
Aetna Life Insurance Company--9.01%, 6/1/01 .................. 84,665
Bankers Trust--5.9%, 12/31/01 ................................ 78,591
Metropolitan Life Insurance Company--7.78%, 6/30/00........... 157,280
New York Life Insurance Company--9.71%, 6/1/99 ............... 98,173
New York Life Insurance Company--9.11%, 6/1/99 ............... 95,805
Peoples Security Life Insurance Company, A Member of
the Capital Holding Family--6.10%, 1/4/99 ............... 15,610
The Principal Mutual Life Insurance Company--9.55%, 6/1/98.... 136,313
The Principal Mutual Life Insurance Company--9.10%, 6/1/99.... 92,741
Prudential Life Insurance Company--9.66%, 6/1/98 ............. 137,332
Prudential Life Insurance Company--9.96%, 6/1/98 ............. 139,316
Prudential Life Insurance Company--8.87%, 7/1/98*
EIN# 22-1211670 ........................................... 146,353
Prudential Life Insurance Company--7.02%, 7/1/98*
EIN# 22-1211670 ........................................... 149,584
Provident National Assurance Company--9.52%, 6/30/95.......... 11,491
Travelers Life Insurance Company--10.13%, 12/31/94 ........... 7,536
Travelers Life Insurance Company--9.66%, 6/1/00 ............. 71,631
----------
Total investment in fixed income ........................ 1,593,824
Short-Term Investments ....................................... 37,644
----------
Total investment ......................................... $1,631,468
==========
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.
16
<PAGE>
PAGE 17
THRIFT PLAN FOR EMPLOYEES
OF
CONOCO INC. (THE "COMPANY")
NOTES TO FINANCIAL STATEMENTS - (Continued)
NOTE 5 -- INCOME TAX STATUS
The Savings and Investment 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 favor-
able tax determination letter has been received by the Plan. Accordingly,
no provision has been made for federal income taxes in the accompanying
financial statements.
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 Record Keeper
Effective January 1993 the record keeping of the Savings and
Investment Plan was transferred to Merrill Lynch, Pierce, Fenner & Smith
Incorporated (Merrill Lynch). Concurrently with this move, Merrill Lynch
Trust Company of America became the Trustee for the Fixed Income, Family of
Mutual, 3-Way Asset Allocation, DuPont Common Stock, Loan and the Merrill
Lynch Mutual Funds. Wilmington Trust Company remained Trustee of the U.S.
Savings Bond Fund until its elimination .
NOTE 7 -- Wells Fargo Conversion
In January 1993, the Plan's position in the Wells Fargo Three 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 Wells Fargo Fund.
17
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
24 Consent of Independent Accountants.
18
<PAGE>
Exhibit 24
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Prospectus constituting part of the Registration Statement
on Form S-8 (No. 33-36339) of Conoco Inc. of our report
dated April 22, 1994 appearing on page 4 of the annual
report of the Thrift Plan for Employees of Conoco Inc. on
form 11-K for the year ended December 31, 1993.
PRICE WATERHOUSE
Philadelphia, Pennsylvania
April 22, 1994
19
