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, 1995
THRIFT PLAN FOR 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>
PAGE 2
INDEX
-----
Page(s)
-------
Report of Independent Accountants.................. 4
Financial Statements:
Statements of Net Assets Available for Plan
Benefits, with Fund Information at
December 31, 1995 and 1994........................ 5-8
Statements of Changes in Net Assets Available
for Plan Benefits, with Fund Information
for the Years Ended December 31, 1995 and 1994.... 9-12
Notes to Financial Statements..................... 13-21
Supplemental Schedules:
Schedule of Assets Held for Investment Purposes
at December 31, 1995 (Schedule I)................. 22
Schedule of Reportable Transactions for the
Year Ended December 31, 1995 (Schedule II)........ 23
EXHIBITS
--------
Exhibit
Number Description
- ------- -----------
24 Consent of Independent Accountants
<PAGE>
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 Employees of
Conoco Inc.
Date: June 13, 1996
By: _________________________________
Mario Rocconi, Jr.
Vice President of Human Resources
<PAGE>
PAGE 4
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants of the Thrift Plan for Employees of
Conoco Inc. and 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, 1995 and
1994, and the changes in net assets available for plan
benefits for the 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.
Our audits were performed for the purpose of forming an
opinion on the basic financial statements taken as a whole.
The additional information included in Schedules I and II is
presented for purposes of additional analysis and is not a
required part of the basic financial statements but is
additional information required by ERISA. The Fund
Information in the statement of net assets available for
plan benefits and the statement of changes in net assets
available for plan benefits is presented for purposes of
additional analysis rather than to present the net assets
available for plan benefits and the changes in net assets
available for plan benefits of each fund. Schedules I and
II and the Fund Information have been subjected to the
auditing procedures applied in the audits of the basic
financial statements and, in our opinion, are fairly stated
in all material respects in relation to the basic financial
statements takes as a whole.
PRICE WATERHOUSE LLP
Philadelphia, Pennsylvania
May 28, 1996
<PAGE>
<TABLE>
PAGE 5
THRIFT PLAN FOR EMPLOYEES
OF
CONOCO INC.
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS,
WITH FUND INFORMATION
DECEMBER 31, 1995
(Dollars In Thousands, Except Unit or Share Values)
<CAPTION>
FUND INFORMATION
--------------------------------------------------------------------------
3-Way DuPont Merrill
Fixed Fidelity Asset Common Lynch
Income Magellan Allocation Stock Loan Equity
Fund Fund Fund Fund Fund Index
------------- ----------- ---------- ----------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Investments, at fair value
(notes 1, 2 and 3)
DuPont Company common stock
(cost $243,232) .............. $383,492
Pooled investments (cost
$257,001)..................... $154,191 $59,232 $26,392
Fixed income
(contract value $1,843,776)... $1,843,776
Short-term investments & cash
(cost $27,657)................ 26,988 149 57 371 25
Loans to participants-
principal balance ............ $38,074
---------- -------- ------- -------- ------- -------
Total investments ............ 1,870,764 154,340 59,289 383,863 38,074 26,417
Receivables
Due from Conoco Inc. ........... 3,505 699 232 1,377 115
---------- -------- ------- -------- ------- -------
Net assets available for plan
benefits ..................... $1,874,269<Fa> $155,039<Fa> $59,521 $385,240<Fa> $38,074 $26,532
========== ======== ======= ======== ======= =======
Unit or share values (note 2) .... $93.46 $85.98 $14.58 $69.88 $40.09
====== ====== ====== ====== ======
<FN>
<Fa> Represents more than 5% of the net assets available for benefits.
The accompanying notes are an integral part of these financial statements.
Continued on next page
</TABLE>
<PAGE>
<TABLE>
PAGE 6
THRIFT PLAN FOR EMPLOYEES
OF
CONOCO INC.
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS,
WITH FUND INFORMATION
DECEMBER 31, 1995 (Continued)
(Dollars In Thousands, Except Unit or Share Values)
<CAPTION>
FUND INFORMATION
------------------------------------------------------------
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, 2 and 3)
DuPont Company common stock
(cost $243,232) ............. $383,492
Pooled investments (cost
$257,001).................... $25,197 $4,632 $24,550 $15,959 310,153
Fixed income
(contract value $1,843,776).. 1,843,776
Short-term investments & cash
(cost $27,657)............... 24 4 24 15 27,657
Loans to participants-
principal balance ........... 38,074
-------- ------- ------- ------- ----------
Total investments............ 25,221 4,636 24,574 15,974 2,603,152
Receivables
Due from Conoco Inc............ 125 24 109 86 6,272
-------- ------- -------- ------- -----------
Net assets available for plan
benefits .................... $25,346 $4,660 $24,683 $16,060 $2,609,424
======= ======= ======== ======= ===========
Unit or share values (note 2) ... $13.32 $11.37 $30.55 $28.31
====== ====== ====== ======
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
PAGE 7
THRIFT PLAN FOR EMPLOYEES
OF
CONOCO INC.
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS,
WITH FUND INFORMATION
DECEMBER 31, 1994
(Dollars In Thousands, Except Unit or Share Values)
<CAPTION>
FUND INFORMATION
-------------------------------------------------------------------------
3-Way DuPont Merrill
Fixed Fidelity Asset Common Lynch
Income Magellan Allocation Stock Loan Equity
Fund Fund Fund Fund Fund Index
------------- ----------- ---------- ----------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Investments, at fair value
(notes 1, 2 and 3)
DuPont Company common stock
(cost $213,970) ............... $304,645
Pooled investments (cost
$240,905) ..................... $121,785 $46,293 $14,161
Fixed income
(contract value $1,744,067) ... $1,744,067
Short-term investments & cash
(cost $35,737) ................ 35,419 67 29 146 $ 8 10
Loans to participants-
principal balance ............. 34,685
---------- -------- ------- -------- ------- -------
Total investments ............... 1,779,486 121,852 46,322 304,791 34,693 14,171
Receivables
Due from Conoco Inc. ............ 3,584 699 237 1,257 67
---------- -------- ------- -------- ------- -------
Net assets available for plan
benefits ...................... $1,783,070<Fa> $122,551<Fa> $46,559 $306,048<Fa> $34,693 $14,238
========== ======== ======= ======== ======= =======
Unit or share values (note 2) ..... $86.24 $66.80 $11.23 $56.25 $29.22
====== ====== ====== ====== ======
<FN>
<Fa> Represents more than 5% of the net assets available for benefits.
The accompanying notes are an integral part of these financial statements.
Continued on next page
</TABLE>
<PAGE>
<TABLE>
PAGE 8
THRIFT PLAN FOR EMPLOYEES
OF
CONOCO INC.
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS,
WITH FUND INFORMATION
DECEMBER 31, 1994 (Continued)
(Dollars In Thousands, Except Unit or Share Values)
<CAPTION>
FUND INFORMATION
------------------------------------------------------------
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, 2 and 3)
DuPont Company common stock
(cost $213,970) ............. $304,645
Pooled investments (cost
$240,905).................... $27,186 $5,730 $17,993 $9,730 242,878
Fixed income
(contract value $1,744,067).. 1,744,067
Short-term investments & cash
(cost $35,737)............... 31 4 17 6 35,737
Loans to participants-
principal balance ........... 34,685
-------- ------- ------- ------- ----------
Total investments ........... 27,217 5,734 18,010 9,736 2,362,012
Receivables
Due from Conoco Inc............ 193 40 116 75 6,268
-------- ------- -------- ------- ---------
Net assets available for plan
benefits .................... $27,410 $5,774 $18,126 $9,811 $2,368,280
======= ======= ======== ======= ===========
Unit or share values (note 2) ... $12.18 $10.19 $25.70 $22.35
====== ====== ====== ======
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
PAGE 9
THRIFT PLAN FOR EMPLOYEES
OF CONOCO INC.
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS,
WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1995
(Dollars in Thousands)
<CAPTION>
FUND INFORMATION
---------------------------------------------------------------------
3-Way DuPont Merrill
Fixed Fidelity Asset Common Lynch
Income Magellan Allocation Stock Loan Equity
Fund Fund Fund Fund Fund Index
----------- --------- -------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Investment income
Interest ................. $148,446 $18 $7 $47 $2,983 $2
Dividends ................ 8,742 10,904
Distribution of loan
interest income ........ 1,829 236 83 676 (2,983) 31
----------- --------- -------- --------- --------- ---------
Total investment income. 150,275 8,996 90 11,627 33
Net realized gains(losses) 7,306 1,308 28,126 606
Net unrealized appreciation
(depreciation) in fair
value of investments ..... 25,003 12,131 49,585 5,305
Contributions
Conoco Inc.
contributions (net
of forfeiture of $128).. 15,089 2,845 1,026 5,579 398
Participants' savings..... 20,660 5,287 1,613 8,845 787
Trust to Trust transfers.. 12,164 507
----------- --------- -------- --------- --------- ---------
198,188 49,437 16,168 104,269 7,129
----------- --------- -------- --------- --------- ---------
Withdrawals ................ (123,608) (6,009) (1,668) (14,318) (2,603) (604)
Net transfers among funds
Loans .................... (14,499) (1,144) (540) (3,438) 20,167 (128)
Loan principal repayments. 8,637 1,193 392 3,124 (14,121) 157
Other authorized
transfers .............. 23,214 (10,859) (1,350) (10,319) 5,623
Affiliated company
transfers in(out), net.... (733) (130) (40) (126) (62) 117
----------- --------- -------- --------- --------- ---------
(106,989) (16,949) (3,206) (25,077) 3,381 5,165
----------- --------- -------- --------- --------- ---------
Change in net assets
available for plan
benefits for the year..... 91,199 32,488 12,962 79,192 3,381 12,294
Net assets available
for plan benefits:
Beginning of year ........ 1,783,070 122,551 46,559 306,048 34,693 14,238
----------- --------- -------- --------- --------- ---------
End of year ..............$1,874,269 $155,039 $59,521 $385,240 $38,074 $26,532
=========== ========= ======== ========= ========= =========
The accompanying notes are an integral part of these financial statements.
Continued on next page
</TABLE>
<PAGE>
<TABLE>
PAGE 10
THRIFT PLAN FOR EMPLOYEES
OF CONOCO INC.
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS,
WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1995 (Continued)
(Dollars in Thousands)
<CAPTION>
FUND INFORMATION
-----------------------------------------------------------
Merrill
Merrill Merrill Merrill Lynch
Lynch Lynch Lynch Basic
Global Balanced Capital Value
Holdings Fund Fund Fund Total
---------- --------- --------- --------- -----------
<S> <C> <C> <C> <C> <C>
Investment income
Interest ................... $2 $1 $3 $2 $151,511
Dividends .................. 1,327 317 2,499 668 24,457
Distribution of loan
interest income .......... 58 9 34 27
--------- -------- --------- --------- -----------
Total investment income .. 1,387 327 2,536 697 175,968
Net realized gains (losses) .. 140 (238) 350 240 37,838
Net unrealized appreciation
(depreciation) in fair
value of investments ....... 2,320 833 3,120 2,467 100,764
Contributions
Conoco Inc.
contributions (net
of forfeiture of $128).... 656 132 501 345 26,571
Participants' savings ...... 1,081 225 838 630 39,966
Trust to Trust transfers.... 1 1 12,673
---------- -------- --------- --------- -----------
5,584 1,279 7,346 4,380 393,780
---------- -------- --------- --------- -----------
Withdrawals .................. (1,117) (321) (766) (605) (151,619)
Net transfers among funds
Loans ...................... (194) (16) (120) (88)
Loan principal repayments .. 248 50 171 149
Other authorized transfers . (6,585) (2,098) (44) 2,418
Affiliated company
transfers in(out), net...... (8) (30) (5) (1,017)
---------- -------- --------- ---------- -----------
(7,648) (2,393) (789) 1,869 (152,636)
---------- -------- --------- ---------- -----------
Change in net assets
available for plan
benefits for the year ...... (2,064) (1,114) 6,557 6,249 241,144
Net assets available
for plan benefits:
Beginning of year .......... 27,410 5,774 18,126 9,811 2,368,280
--------- --------- -------- ---------- -----------
End of year ................ $25,346 $4,660 $24,683 $16,060 $2,609,424
========= ========= ======== ========== ===========
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
PAGE 11
THRIFT PLAN FOR EMPLOYEES
OF CONOCO INC.
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS,
WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1994
(Dollars in Thousands)
<CAPTION>
FUND INFORMATION
---------------------------------------------------------------------
3-Way DuPont Merrill
Fixed Fidelity Asset Common Lynch
Income Magellan Allocation Stock Loan Equity
Fund Fund Fund Fund Fund Index
--------- --------- -------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Investment income
Interest ................. $141,141 $15 $7 $40 $2,799 $2
Dividends ................ 4,638 8,635
Distribution of loan
interest income......... 1,662 264 89 599 (2,799) 26
--------- --------- -------- --------- --------- --------
Total investment income. 142,803 4,917 96 9,274 28
Net realized gains(losses).. 193 635 24,111 204
Net unrealized appreciation
(depreciation) in fair
value of investments ..... (6,955) (1,899) 21,620 (62)
Contributions
Conoco Inc.
contributions (net
of forfeiture of $456).. 15,652 3,272 1,239 5,273 295
Participants' savings..... 16,130 8,726 2,817 9,436 649
Trust to Trust transfers.. 69,343 50 29 1,676 2
---------- --------- -------- --------- --------- --------
243,928 10,203 2,917 71,390 1,116
---------- --------- -------- --------- --------- --------
Withdrawals ................ (92,897) (3,890) (1,749) (9,803) (3,443) (547)
Net transfers among funds
Loans .................... (13,325) (970) (511) (2,660) 18,091 (63)
Loan principal repayments. 8,529 1,416 415 2,792 (14,129) 120
Other authorized
transfers .............. 2,194 11,414 (5,340) (13,159) (664)
Affiliated company
transfers in(out), net.. (915) (230) (8) (4) (18)
--------- --------- -------- --------- --------- --------
(96,414) 7,740 (7,193) (22,834) 501 (1,154)
--------- --------- -------- --------- --------- --------
Change in net assets
available for plan
benefits for the year..... 147,514 17,943 (4,276) 48,556 501 (38)
Net assets available
for plan benefits:
Beginning of year ........ 1,635,556 104,608 50,835 257,492 34,192 14,276
--------- --------- -------- --------- -------- --------
End of year .............. $1,783,070 $122,551 $46,559 $306,048 $34,693 $14,238
========== ========= ======== ========= ======== ========
The accompanying notes are an integral part of these financial statements.
Continued on next page
</TABLE>
<PAGE>
<TABLE>
PAGE 12
THRIFT PLAN FOR EMPLOYEES
OF CONOCO INC.
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS,
WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1994 (Continued)
(Dollars in Thousands)
<CAPTION>
FUND INFORMATION
--------------------------------------------------------------
Merrill
Merrill Merrill Merrill Lynch
Lynch Lynch Lynch Basic
Global Balanced Capital Value
Holdings Fund Fund Fund Total
--------- --------- --------- -------- -----------
<S> <C> <C> <C> <C> <C>
Investment income
Interest ................. $5 $1 $3 $2 $144,015
Dividends ................ 1,114 676 1,619 637 17,319
Distribution of loan
interest income......... 77 12 34 36
-------- --------- --------- -------- -----------
Total investment income. 1,196 689 1,656 675 161,334
Net realized gains.(losses). 87 (153) 66 19 25,162
Net unrealized appreciation
(depreciation) in fair
value of investments...... (2,412) (991) (1,530) (480) 7,291
Contributions
Conoco Inc.
contributions (net
of forfeiture of $456).... 826 179 509 356 27,601
Participants'savings ..... 1,881 385 1,096 935 42,055
Trust to Trust transfers.. 5 2 71,107
-------- --------- --------- -------- -----------
1,583 109 1,797 1,507 334,550
-------- --------- --------- -------- -----------
Withdrawals................. (1,207) (413) (639) (276) (114,864)
Net transfers among funds
Loans .................... (266) (72) (128) (96)
Loan principal repayments. 385 71 182 219
Other authorized
transfers............... 6,271 (1,006) 480 (190)
Affiliate company
transfers in(out), net.... (7) (2) (1) (40) (1,225)
-------- --------- --------- -------- -----------
5,176 (1,422) (106) (383) (116,089)
-------- --------- --------- -------- -----------
Change in net assets
available for plan
benefits for the year..... 6,759 (1,313) 1,691 1,124 218,461
Net assets available
for plan benefits:
Beginning of year ........ 20,651 7,087 16,435 8,687 2,149,819
-------- --------- --------- -------- -----------
End of year .............. $27,410 $5,774 $18,126 $9,811 $2,368,280
======== ========= ========= ======== ===========
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
PAGE 13
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 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 employees to save
systematically a portion of their current compensation and to assist them to
accumulate additional means for the time of their retirement. The Plan is a
tax-qualified, contributory profit sharing plan. Employees of the Company,
including employees of affiliated companies that have adopted the Plan, who
have previously met the eligibility requirements of the Plan or who have
completed a designated period of 12 consecutive months during which they
complete 1,000 hours or more of service; who are regular, full time employees
and have completed at least one year of continuous service, are eligible to
participate in a qualified profit-sharing plan of an affiliated company from
which they were transferred, or became, prior to January 1, 1993, and
remained members of the Retirement Plan of Conoco Inc. (now the Pension and
Retirement Plan of E. I. du Pont de Nemours and Company (Title 2)); are
eligible to participate in the Plan.
An eligible employee may authorize the Company to make a payroll
deduction under the Plan ranging from 1% to 15% 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, 1995 and December 31, 1994, the
allowable after-tax savings rate for "Highly Compensated" employees was 0%
and 1% respectively, and their allowable before-tax savings rate was 6% and
7% respectively. In addition, in accordance with Internal Revenue Code, the
Plan limited contributions by any employee to the before-tax account to
$9,240 in 1995 and $9,240 in 1994. 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,
participants who are eligible to make cash supplemental deposits may make
lump sum deposits or deposits in the form of monthly deductions in excess of
16%. Before tax contributions may not exceed 15% and after-tax contributions
may not exceed 19%. Due to the discrimination rules of the Internal Revenue
Code, only "Non-highly Compensated" participants are currently able to make
supplemental cash deposits.
<PAGE>
PAGE 14
THRIFT PLAN FOR EMPLOYEES
OF
CONOCO INC. (THE "COMPANY")
NOTES TO FINANCIAL STATEMENTS - (Continued)
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
of participation or any earnings in the before-tax or after-tax accounts.
Employee 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. 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 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:
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, 1995 and December 31, 1994
was 8.33% and 8.51%, respectively.
Fidelity Magellan Fund -- A growth mutual fund offered through Fidelity
Investments Institutional Operation Company.
<PAGE>
PAGE 15
THRIFT PLAN FOR EMPLOYEES
OF
CONOCO INC. (THE "COMPANY")
NOTES TO FINANCIAL STATEMENTS - (Continued)
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).
DuPont Common Stock Fund -- Common Stock of E. I. du Pont de Nemours and
Company, Conoco's ultimate parent company.
Loan Fund -- Participant loans--amounts transferred from
the Fixed Income Fund, the Fidelity Magellan
Fund, 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.
Participants may allocate their before and after-tax savings
deductions and company contributions among all funds at their discretion.
Trust to Trust transfers represent transfers to the Plan from the
Pension and Retirement Plan of E. I. du Pont de Nemours and Company and the
Conoco Employee Stock Ownership Plan sponsored by the Company. Affiliated
company transfers in(out) represent the net movement of participant account
balances between the Plan and other Company sponsored defined contribution
benefit plans.
At December 31, 1995 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
(16,400); Fidelity Magellan Fund (5,300); DuPont Common Stock Fund (9,900);
3-Way Asset Allocation Fund (3,100); Merrill Lynch (ML) Global Holdings
(2,200); ML Balanced Fund(1,000); ML Equity Index (1,600); ML Capital Fund
(1,800); ML Basic Value Fund (1,300) Approximately 6,000 participants had
loans outstanding in the Loan Fund at December 31, 1995.
<PAGE>
PAGE 16
THRIFT PLAN FOR EMPLOYEES
OF
CONOCO INC. (THE "COMPANY")
NOTES TO FINANCIAL STATEMENTS - (Continued)
ADMINISTRATION
The designated trustee of all the aforementioned 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 it's delegee 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 entities to
provide predetermined rates of return for the Fixed Income Fund. All
recordkeeping and trustee fees of the Plan are paid by the Company.
Brokerage fees, transfer taxes, investment fees and other expenses incident
to the purchase and sale of securities and investments in the Fixed Income
Fund, Fidelity Magellan Fund, DuPont Common Stock Fund, 3-Way Asset
Allocation Fund, and Merrill Lynch Funds shall be included in the cost of
such securities or investments, or deducted from the sales proceeds, as the
case may be.
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.
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 Fixed Income Fund guaranteed
investment contracts, separate account portfolios 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. Investments in the Fidelity Magellan Fund, the
DuPont Common Stock Fund, and Merrill Lynch Mutual Funds, except for the
Equity Index Fund, are stated at fair value based on publicly quoted market
prices. Investments in the Merrill Lynch Equity Index Fund and the 3-Way
Asset Allocation Fund are stated at the fair value of all underlying assets
as reported by the applicable custodian. 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, Fidelity Magellan 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. There is no unit value for the
Loan Fund since 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
<PAGE>
PAGE 17
THRIFT PLAN FOR EMPLOYEES
OF
CONOCO INC. (THE "COMPANY")
NOTES TO FINANCIAL STATEMENTS - (Continued)
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.
Certain reclassifications have been made to the Plan's 1994
financial statements to conform with the 1995 presentation.
NOTE 3 -- INVESTMENTS
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 for investment purposes; however, the plan assets
are maintained separately by the trustee.
<PAGE>
PAGE 18
THRIFT PLAN FOR EMPLOYEES
OF
CONOCO INC. (THE "COMPANY")
NOTES TO FINANCIAL STATEMENTS - (Continued)
The Plan's fixed income guaranteed investment contracts (GIC),
separate account portfolios (SAP) and synthetic guaranteed investment
contracts (SYN) at December 31, 1995 consist of the following:
Contract
Description Value
----------- -----------
(Dollars in
Thousands)
Aetna Life Insurance Company--9.32%, 6/1/99 (GIC)............. $ 80,412
Aetna Life Insurance Company--9.89%, 6/1/00 (GIC)............. 81,819
Aetna Life Insurance Company--9.01%, 6/1/01 (GIC)............. 100,597
Bankers Trust Company--5.74%, 12/31/01 (SYN).................. 87,931
Bankers Trust Company--7.67%, 12/31/25 (SYN).................. 66,199
Citibank--7.40%, 8/31/01 (SYN)................................ 42,195
Metropolitan Life Insurance Co.--7.81%, 6/30/01 (SAP)......... 181,849
J. P. Morgan--6.99%, 1/1/99 (SYN)............................. 36,273
New York Life Insurance Co.--9.71%, 6/1/99 (GIC).............. 82,704
New York Life Insurance Co.--9.11%, 6/1/99 (GIC).............. 79,829
Principal Financial Group--9.5%, 6/1/98 (GIC)................. 90,790
Principal Financial Group--9.10%, 6/1/99 (GIC)................ 77,262
Providian Capital Management--6.73%, 1/4/99 (SYN)............. 114,721
Prudential Insurance Co.--9.66%, 6/1/98 (GIC)................. 91,748
Prudential Insurance Co.--9.96%, 6/1/98 (GIC)................. 93,583
Prudential Insurance Co.--8.35%, 7/1/99 (SAP)................. 172,191
Prudential Insurance Co.-7.10%, 7/1/99 (SAP).................. 171,596
Travelers Insurance Co.--9.66%, 6/1/00 (GIC).................. 77,524
Union Bank of Switzerland--7.05%, 1/1/01 (SYN)................ 114,553
----------
Total Investment in Fixed Income ........................ $1,843,776
==========
The crediting rates for SAP 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., weighted average life), and market value relative to contract value.
All contracts have a guaranteed rate of 0% or higher.
<PAGE>
PAGE 19
THRIFT PLAN FOR EMPLOYEES
OF
CONOCO INC. (THE "COMPANY")
NOTES TO FINANCIAL STATEMENTS - (Continued)
The carrying values and fair values of investment contracts as of
December 31, 1995 are as follows:
Carrying Value
(contract value) Fair Value
---------------- ----------
(Dollars in Thousands)
Guaranteed Investment Contracts $ 856,268 $ 916,787
Synthetic Guaranteed Investment Contracts 461,872 461,872
Separate Account Guaranteed Investment 525,636 571,791
Contracts ---------- ----------
$1,843,776 $1,950,450
========== ==========
Included in the fair value of synthetic guaranteed investment
contracts is ($14,074) related to wrapper contracts which guarantee the
contract value of the synthetic guaranteed investment contracts for
participant-initiated withdrawal events.
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.
NOTE 5 -- INCOME TAX STATUS
The 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 favorable 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.
<PAGE>
PAGE 20
THRIFT PLAN FOR EMPLOYEES
OF
CONOCO INC. (THE "COMPANY")
NOTES TO FINANCIAL STATEMENTS - (Continued)
NOTE 6 -- RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for
benefits per the financial statements to the Form 5500:
December 31,
1995 1994
----------- -----------
(Dollars in Thousands)
Net assets for benefits per the
financial statements $2,609,424 $2,368,280
Less: Amounts allocated to
withdrawing participants (682) (1,249)
----------- -----------
Net assets available for benefits
per the Form 5500: $2,608,742 $2,367,031
=========== ===========
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500:
Year Ended
December 31, 1995
--------------------
(Dollars in Thousands)
Benefits paid to participants per the
financial statements $151,619
Add: Amounts allocated to withdrawing
participants at December 31, 1995 682
Less: Amounts allocated to withdrawing
participants at December 31, 1994 (1,249)
------------
Benefits paid to participants per the Form 5500 $151,052
============
Amounts allocated to withdrawing participants are recorded on the Form 5500
for benefit claims that have been processed and approved for payment prior to
December 31 but not yet paid as of that date.
<PAGE>
PAGE 21
THRIFT PLAN FOR EMPLOYEES
OF
CONOCO INC. (THE "COMPANY")
NOTES TO FINANCIAL STATEMENTS - (Continued)
NOTE 7 -- SUBSEQUENT EVENTS
Effective January 1, 1996, the 3-Way Asset Allocation Fund
Advisor's name has changed from Wells Fargo Nikko Investment Advisors to BZW
Global Investors. Concurrently, the Trustee's name has changed from Wells
Fargo Institutional Trust Company to BZW Global Trust Company, N.A. The
change is a result of the acquisition of Wells Fargo Nikko Investment
Advisors by Barclay's PLC. The acquisition is not expected to affect the
management of the 3-Way Asset Allocation Fund.
On March 1, 1996 Merrill Lynch merged the Balanced Fund into the
Global Allocation Fund; thereby, eliminating the Balanced Fund from Merrill
Lynch's investment line-up. Prior to the merger, participants were permitted
to transfer their Balanced Fund holding to any of the other investment
options available in the Plan. At the discretion of the Administrator, the
Plan's position remaining in the Balanced Fund, immediately prior to the
merger, was converted to the Merrill Lynch Capital Fund.
<PAGE>
PAGE 22
SCHEDULE I
THRIFT PLAN FOR EMPLOYEES
OF
CONOCO INC. (THE "COMPANY")
ITEM 27A-SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1995
Description Cost Current Value
----------- ---------- -------------
(Dollars in Thousands)
Aetna Life Insurance Co.-9.32%, 6/1/99 (GIC).....$ 80,412 $ 80,412
Aetna Life Insurance Co.-9.89%, 6/1/00 (GIC)..... 81,819 81,819
Aetna Life Insurance Co.-9.01%, 6/1/01 (GIC)..... 100,597 100,597
Bankers Trust Co.-5.74%, 12/31/01 (SYN).......... 87,931 87,931
Bankers Trust Co.-7.67%, 12/31/25 (SYN).......... 66,199 66,199
Citibank-7.40%, 8/31/01 (SYN).................... 42,195 42,195
Metropolitan Life Insurance Co.-7.81%,6/30/01(SAP) 181,849 181,849
J. P. Morgan-6.99%, 1/1/99 (SYN)................. 36,273 36,273
New York Life Insurance Co.-9.71%, 6/1/99 (GIC).. 82,704 82,704
New York Life Insurance Co.-9.11%, 6/1/99 (GIC).. 79,829 79,829
Principal Financial Group-9.5%, 6/1/98 (GIC)..... 90,790 90,790
Principal Financial Group-9.10%, 6/1/99 (GIC).... 77,262 77,262
Providian Capital Management-6.73%, 1/4/99 (SYN). 114,721 114,721
Prudential Insurance Co.-9.66%, 6/1/98 (GIC)..... 91,748 91,748
Prudential Insurance Co.-9.96%, 6/1/98 (GIC)..... 93,583 93,583
Prudential Insurance Co.-8.35%, 7/1/99 (SAP)..... 172,191 172,191
Prudential Insurance Co.-7.10%, 7/1/99 (SAP)..... 171,596 171,596
Travelers Insurance Co.-9.66%, 6/1/00 (GIC)...... 77,524 77,524
Union Bank of Switzerland-7.05%, 1/1/01 (SYN).... 114,553 114,553
---------- ----------
Total GIC, SAP and SYN $1,843,776 $1,843,776
Fidelity Magellan 128,983 154,191
3-Way Asset Allocation Fund 43,191 59,232
DuPont Common Stock Fund 243,232 383,492
Loans to Participants (8.25%-9.5%) 38,074 38,074
Short-Term Investments & Cash 27,657 27,657
Merrill Lynch Equity Index 19,901 26,392
Merrill Lynch Global Holdings 23,956 25,197
Merrill Lynch Balanced Fund 4,789 4,632
Merrill Lynch Capital Fund 22,303 24,550
Merrill Lynch Basic Value Fund 13,878 15,959
---------- ----------
Total Investment Portfolio $2,409,740 $2,603,152
========== ==========
GIC-Guaranteed Investment Contract
SAP-Separate Account Portfolio.
SYN-Synthetic Guaranteed Investment Contract.
<PAGE>
<TABLE>
PAGE 23
SCHEDULE II
THRIFT PLAN FOR EMPLOYEES
OF
CONOCO INC. (THE "COMPANY")
ITEM 27D-SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
(DOLLARS IN THOUSANDS)
TRANSACTION OR SERIES OF TRANSACTIONS IN
EXCESS OF 5% OF CURRENT VALUE OF PLAN ASSETS
<CAPTION>
Contract Current
Identity Value/ Value On
of Party Description Purchase Sales Cost of Transaction Gain On
Involved of Asset Price Price Asset Date Transaction
- -------- ----------- --------- ------- ------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
J.P.Morgan SYN $176,400 $176,400 $176,400
J.P.Morgan SYN $129,833 129,833 129,833
Union Bank
of
Switzerland SYN 148,727 148,727 148,727
Union Bank
of
Switzerland SYN 4,989 4,989 4,989
Fidelity Magellan 79,652 79,652 79,652
Fund
Fidelity Magellan 79,427 72,121 79,427 $ 7,306
Fund
DuPont Co. Common 174,658 174,658 174,658
Stock
DuPont Co. Common 170,367 142,241 170,367 28,126
Stock
Note: J. P. Morgan and Union Bank of Switzerland represent transactions
for the Conoco and Consol Plans on a commingled basis.
</TABLE>
<PAGE>
PAGE 24
EXHIBIT INDEX
Exhibit
Number Description
- ------- ----------------------------------
24 Consent of Independent Accountants.
<PAGE>
PAGE 25
Exhibit 24
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 33-36339) of E. I. du Pont de Nemours and
Company of our report dated May 28, 1996 which appears on page 4 of this
Form 11-K.
PRICE WATERHOUSE LLP
Philadelphia, Pennsylvania
June 13, 1996
