FORM 11-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the year ended DECEMBER 31, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________ to ______________
Commission file number 333-98681
THRIFT PLAN FOR EMPLOYEES OF CONOCO INC.
(Full title of the Plan)
CONOCOPHILLIPS
(Name of issuer of securities)
600 NORTH DAIRY ASHFORD
HOUSTON, TEXAS 77079
(Address of principal executive office) (Zip code)
PAGE 2
FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements
Financial statements of the Thrift Plan for Employees of Conoco Inc., filed as
part of this annual report, are listed in the accompanying index.
(b) Exhibits
Exhibit 23.1 Consent of Independent Auditors -
Ernst & Young LLP.
Exhibit 23.2 Consent of Independent Accountants -
PricewaterhouseCoopers LLP.
Exhibit 99 Certifications Pursuant to 18 U.S.C. Section 1350, As
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Employee Benefit Plans Board has duly caused this Annual Report to be signed on
its behalf by the undersigned hereunto duly authorized.
THRIFT PLAN FOR
EMPLOYEES OF CONOCO INC.
/s/ J. W. Sheets
-------------------------------
J. W. Sheets
Plan Financial Administrator
June 25, 2003
PAGE 3
INDEX
Page(s)
-------
Report of Independent Auditors -........................... 4
Ernst & Young LLP
Report of Independent Auditors - .......................... 5
PricewaterhouseCoopers LLP
Financial Statements
Statement of Net Assets Available for
Benefits, as of December 31, 2002 and 2001........ 6
Statement of Changes in Net Assets Available
for Benefits, for the Year Ended
December 31, 2002................................. 7
Notes to the Financial Statements..................... 8
Supplemental Schedule*
Schedule of Assets (Held At End of Year) as of
December 31, 2002, Schedule H, Line 4i............ 18
Exhibit Index.............................................. 20
-----------------------
*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 4
REPORT OF INDEPENDENT AUDITORS
Employee Benefit Plans Board
Thrift Plan for Employees of Conoco Inc.
We have audited the accompanying statement of net assets available for benefits
of the Thrift Plan for Employees of Conoco Inc. (Plan) as of December 31, 2002,
and the related statement of changes in net assets available for benefits for
the year then ended. These financial statements are the responsibility of the
Employee Benefit Plans Board (Board). Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States. Those standards 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. An audit
also includes assessing the accounting principles used and significant estimates
made by the Board, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
December 31, 2002, and the changes in its net assets available for benefits for
the year then ended, in conformity with accounting principles generally accepted
in the United States.
Our audit was performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedule of assets
(held at end of year) as of December 31, 2002, is presented for purposes of
additional analysis and is not a required part of the 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
Board. The supplemental schedule has been subjected to the auditing procedures
applied in our audit of the financial statements and, in our opinion, is fairly
stated in all material respects in relation to the financial statements taken as
a whole.
/s/ ERNST & YOUNG LLP
Ernst & Young LLP
Houston, Texas
June 25, 2003
PAGE 5
REPORT OF INDEPENDENT AUDITORS
To the Participants and Administrator of the
Thrift Plan for Employees of Conoco Inc.
In our opinion, the accompanying statement of net assets available for benefits
presents fairly, in all material respects, the net assets available for benefits
of the Thrift Plan for Employees of Conoco Inc. (the "Plan") at December 31,
2001, in conformity with accounting principles generally accepted in the United
States of America. This financial statement is the responsibility of the Plan's
management; our responsibility is to express an opinion on this financial
statement based on our audit. We conducted our audit of this statement in
accordance with auditing standards generally accepted in the United States of
America, which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statement is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statement, 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 our opinion.
/s/ PRICEWATERHOUSECOOPERS LLP
PRICEWATERHOUSECOOPERS LLP
Houston, Texas
June 11, 2002
PAGE 6
THRIFT PLAN FOR EMPLOYEES
OF
CONOCO INC.
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2002 and 2001
(Dollars in Thousands)
2002 2001
---------- -----------
Investments, at Fair Value
(Notes 1, 3 and 5)
Equity................................... $ 578,387 $ 653,043
Mutual Funds............................. 476,444 581,457
Common/Collective Trusts................. 78,959 95,407
Short-Term Investments and Cash.......... 42 51
Loans to Participants.................... 32,399 31,150
---------- -----------
1,166,231 1,361,108
Beneficial Interest in the Master Trust..... 1,750,071 1,652,604
(Note 4)
---------- -----------
Total Investments.................... 2,916,302 3,013,712
Receivables................................. 10,176 9,857
(Note 2)
---------- -----------
Net Assets Available for Benefits........... $2,926,478 $ 3,023,569
========== ===========
--------------------------------
See Notes to Financial Statements
PAGE 7
THRIFT PLAN FOR EMPLOYEES
OF
CONOCO INC.
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2002
(Dollars in Thousands)
2002
----------
Investment Income (Loss)
Plan Interest in Master Trust Income........ $ 97,117
Other Interest.............................. 2,116
Dividends................................... 26,080
Net Depreciation in Fair Value of
Investments............................... (211,453)
----------
Net Investment Loss......................... (86,140)
Contributions
Company (net of forfeitures applied
of $440 thousand)......................... 66,364
Participants................................ 57,038
Rollovers................................... 45,508
----------
Total Contributions......................... 168,910
Benefits Paid to Participants.................. (179,861)
----------
Net Decrease................................... (97,091)
Net Assets Available for Benefits:
Beginning of Year........................... 3,023,569
----------
End of Year................................. $2,926,478
==========
----------------------------
See Notes to Financial Statements
PAGE 8
THRIFT PLAN FOR EMPLOYEES
OF
CONOCO INC.
NOTES TO FINANCIAL STATEMENTS
(Dollars in Thousands)
NOTE 1 - PLAN DESCRIPTION:
The following description of the Thrift Plan for 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 established in 1952 by
Continental Oil Company, later known as Conoco Inc., a company which merged on
December 31, 2002, into ConocoPhillips Company (Company). The Company is a
wholly-owned subsidiary of ConocoPhillips. The Federal Trade Commission approved
the merger forming ConocoPhillips on August 30, 2002, and Conoco Inc. thereby
became a subsidiary of ConocoPhillips. The plan sponsor is ConocoPhillips
Company, successor by merger to Conoco Inc., which sponsored the Plan prior to
its December 31, 2002, merger with ConocoPhillips 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") and is a
tax-qualified contributory profit sharing plan. The purpose of the Plan is to
encourage employees to save systematically a portion of their current
compensation and to assist them in accumulation of additional financial means
for the time of their retirement.
ELIGIBILITY. New enrollments into the Plan ceased December 20, 2002.
Prior to that date, employees of Conoco Inc., including employees of affiliated
companies that had adopted the Plan, 1) who had previously met the eligibility
requirements of the Plan, 2) who had completed a designated period of 12
consecutive months during which they complete 1,000 hours or more of service, or
3) who were regular, full time employees or regular, part-time employees, were
eligible to participate in the Plan. After that date, only persons already
participating in the Plan could continue such participation.
Effective January 1, 1999, a separate savings plan, the Thrift Plan for
Retail Employees of Conoco Inc. (the "Retail Plan"), was created for Conoco Inc.
retail employees. Retail employees eligible to participate in the Retail Plan
are not eligible to participate in the Plan.
CONTRIBUTIONS/DEPOSITS. In 2002, an eligible participant could
authorize the Company to make a payroll deduction under the Plan ranging from 1%
to 38% of monthly base pay. The amount deducted could be deposited into a
before-tax or after-tax account or some combination thereof. Participants'
monthly deductions up to 6% were called basic deposits and deductions over 6%
were called supplemental deposits. The Company contributed an amount equal to
100% of the participant's monthly basic deposits. Effective January 1,
2003,monthly employee deposits range from 1% to 30% of monthly benefits-
eligible pay. Deposits up to 1.25% of the participants' monthly benefits-
PAGE 9
THRIFT PLAN FOR EMPLOYEES
OF
CONOCO INC.
NOTES TO FINANCIAL STATEMENTS - (Continued)
(Dollars in Thousands)
eligible pay are classified as basic deposits. Supplemental deposits are
employee deposits greater than 1.25% of benefits-eligible pay.
Effective March 1, 2000, a profit sharing contribution was added to the
Plan. It provided a 1% additional contribution and up to a 5% discretionary
contribution to the Plan in the amount of the monthly base pay in the month
preceding the month in which such contribution was made of all employees
eligible to participate in the Plan in the month preceding the month in which
the contribution was made. The amount of the discretionary contribution was set
once a year and remained in effect for twelve consecutive months. During 2002
and 2001, the Company's discretionary contribution was 5%. The Trustee acquired
units of the Conoco Common Stock Fund with these additional and discretionary
contributions. Units of the Conoco Common Stock Fund so acquired could be sold
at any time at the election of a participant and the proceeds invested in any of
the other available investment options. The profit sharing contribution was
eliminated, effective December 31, 2002. The participants in this Plan became
eligible to participate in the Stock Savings Feature of the ConocoPhillips
Savings Plan on January 1, 2003.
Subject to certain limitations, certain participants were eligible to
make supplemental cash deposits in 2002. Due to the application of Internal
Revenue Code discrimination testing requirements, only "non-highly compensated"
participants were eligible to make lump sum cash supplemental deposits. The
supplemental cash deposit option was discontinued on December 31, 2002.
A new Plan provision in 2002 allowed participants who reached age 50 or
over by December 31, 2002, to make catch-up contributions of up to $1,000 to the
Plan. As allowed by the Economic Growth and Tax Reconciliation Act, the catch-up
contribution for 2003 is $2,000.
VESTING. Immediate vesting of Company contributions was implemented
October 1, 2001. At that same time, all Plan suspensions for in-service partial
withdrawals were eliminated. Only one suspension remains, and that is the
legally required six-month suspension following a hardship withdrawal if the
participant is less than 59 1/2 years of age.
WITHDRAWALS. Any 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.
LOANS. Participants may borrow up to one-half of their 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
240 months. The rate of interest on a loan is the prime interest rate, as
published by the Wall Street Journal on the first business day of the month in
which the loan application is received, plus one percent. Effective January 1,
2003, the interest rate for new loans changed to prime. The loans are repaid
over the term in monthly installments of principal and
PAGE 10
THRIFT PLAN FOR EMPLOYEES
OF
CONOCO INC.
NOTES TO FINANCIAL STATEMENTS - (Continued)
(Dollars in Thousands)
interest by payroll deduction. A participant also has the right to repay the
loan in full at any time without penalty. Effective January 1, 2003, terminated
employees and retirees can receive new loans. Additionally, participants can
continue loan repayment after termination via automatic clearing house (ACH)
bank drafts.
ADMINISTRATION
The assets of the Plan are held in two trusts, one of which holds the
assets which comprise the Stable Value Fund (known as the "Master Trust"), and
the other of which holds the remaining assets of the Plan. The designated
trustee of the Master Trust is State Street Bank and Trust Company; the
designated trustee of the remaining assets of the Plan is JPMorgan Chase Bank
(the "Trustees").
As of August 30, 2002, the Plan is administered by the Employee
Benefits Plan Board ("EBPB"), the Chief Financial Officer, the Plan Financial
Administrator, and the Plan Benefits Administrator. The members of the EBPB are
appointed by the Board of Directors of the Company. The Chief Financial Officer,
Plan Financial Administrator, and Plan Benefits Administrator are the persons
who occupy, respectively, the ConocoPhillips positions of Chief Financial
Officer, Treasurer, and Compensation and Benefits Manager. The EBPB has the
power to interpret the Plan and to establish and enforce rules for the
administration of the Plan. The Plan Financial Administrator has the
responsibility to manage and control the assets of the Plan in accordance with
the terms of the Plan and any rules established by the EBPB. The Plan Benefits
Administrator has the responsibility to control the operation and administration
of the Plan in accordance with the terms of the Plan and any rules established
by the EBPB, to the extent that this does not involve control or management of
Plan assets. The Chief Financial Officer chooses and monitors the investment
funds available under the Plan. Prior to August 30, 2002, all administrative
duties were held by the EBPB.
Brokerage fees, transfer taxes, investment fees and other expenses incident
to the purchase and sale of securities and investments in the Stable Value Fund,
DuPont Stock, ConocoPhillips Stock, Mutual Funds, Common/Collective Trusts, and
Blended Funds shall be included in the cost of such securities or investments,
or deducted from the sales proceeds, as the case may be. All costs related to
the management and administration of the Stable Value Fund investments (such as
fees paid to investment managers, fees for wrapper contracts, custodial and
Trustee expenses) are paid out of the assets of the Stable Value Fund. All
administrative expenses not specified in the preceding two sentences shall be
paid out of rebates of record keeping costs and other discounts in connection
with investment vehicles available in the Plan. If such rebates or other
discounts are paid to the Plan, any excess remaining after the reasonable
administration expenses of the Plan have been paid shall be allocated to the
accounts of all participants in the Plan who have an employee account balance
greater than zero on an allocation date designated by the Plan Administrators.
The balance of any
PAGE 11
THRIFT PLAN FOR EMPLOYEES
OF
CONOCO INC.
NOTES TO FINANCIAL STATEMENTS - (Continued)
(Dollars in Thousands)
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, the
distribution of all account balances will be made based upon the valuation of
the participant's account on the termination date.
INVESTMENT FUNDS
The following investment funds have been established for the investment
of employee deposits and Company contributions. Effective August 6, 1999,
purchases of DuPont common stock are not allowed. The investment funds are
described below:
Stable Value Fund:
The Stable Value Fund is held by the Master Trust and is comprised of fixed
income securities and investments under agreement with one or more financial
institutions, including insurance companies, banks and other investment
entities, which are held at contract value.
DuPont Stock:
Common stock of E. I. du Pont de Nemours and Company.
ConocoPhillips Stock:
Common stock of ConocoPhillips.
Loan Fund:
Participant loans - amounts transferred at the direction of a participant from
other investment funds of the participant that are loaned to that participant.
Mutual Funds:
American Century Income & Growth - seeks to provide dividend growth, current
income and capital appreciation by investing in common stocks.
American Century Equity Growth - seeks capital appreciation by investing in a
portfolio of common stocks.
American Century International Growth - seeks capital growth by investing in a
diversified international portfolio of stocks.
American Century Vista - seeks capital growth by investing in stocks considered
to have above average appreciation prospects.
PAGE 12
THRIFT PLAN FOR EMPLOYEES
OF
CONOCO INC.
NOTES TO FINANCIAL STATEMENTS - (Continued)
(Dollars in Thousands)
American Century Strategic Allocation: Conservative - an asset allocation
fund that seeks lower risk with lower potential return.
American Century Strategic Allocation: Moderate - an asset allocation fund
that seeks moderate return while assuming moderate risk.
American Century Strategic Allocation: Aggressive - an asset allocation fund
that seeks higher return with higher potential risk.
American Funds ICA - seeks to provide long-term growth of capital and income,
placing greater emphasis on future dividends than on current income.
PIMCO Total Return - seeks to maximize total return through a portfolio of
intermediate-term investment grade-bonds.
Nations International Value - seeks long-term capital appreciation by investing
primarily in equity securities of foreign issuers.
Fidelity Equity Income - seeks reasonable income and potential for capital
appreciation.
Fidelity Low-Priced Stock Fund - seeks capital appreciation.
Fidelity Magellan Fund - seeks capital appreciation.
Goldman Sachs Capital Growth - seeks long-term capital appreciation.
Franklin Small-Mid Cap Growth Fund Class A - seeks long-term capital growth.
Janus Mercury Fund - seeks long-term growth of capital.
Common/Collective Trusts:
Barclays Global Investors Equity Index - seeks to track the holdings and total
return of the S&P 500 Index.
Barclays Global Investors U.S. Debt Index - seeks to track the holdings and
total return of the Lehman Brothers Aggregate Bond Index.
Blended Funds:
Small Company Fund - equal blend of Fidelity Low-Priced Stock Fund and
Franklin Small-Mid Cap Growth Fund seeks long-term capital growth.
International Fund - equal blend of American Century International Growth Fund
and Nations International Value Fund seeks long-term capital growth.
PAGE 13
THRIFT PLAN FOR EMPLOYEES
OF
CONOCO INC.
NOTES TO FINANCIAL STATEMENTS - (Continued)
(Dollars in Thousands)
Participants may allocate their employee deposits and matching Company
contributions and may reallocate the amounts in their accounts among all funds,
except the DuPont Stock and Loan Fund, at their discretion.
NOTE 2 - RECEIVABLES
Receivables are comprised of employee deposits of $4,577 and $4,269,
Company contributions of $5,496 and $5,400, and loan interest payments of $103
and $188, which are amounts due as of December 31, 2002 and 2001, respectively.
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
INVESTMENT VALUATION AND INCOME RECOGNITION
The accompanying financial statements are prepared on the accrual basis
of accounting. The Plan's investments are stated at fair value, except for the
Stable Value Fund guaranteed investment contracts (GICs), separate account GICs
(SAGICs), and synthetic guaranteed investment contracts (SYNs) which are stated
at contract value. The Stable Value Fund GICs, SAGICs, and SYNs are fully
benefit responsive and thus, are stated at cost plus accrued interest, using the
contracted interest rates applied to the daily account balances. Mutual Funds
and Blended Funds are valued at quoted market prices that represent the net
asset value of shares held by the Plan at year-end. Common/Collective Trust
Funds are stated at the fair value of all underlying assets as reported by the
applicable custodian. Loans to participants, short-term investments, and cash
are valued at cost which approximates fair value. DuPont common stock and
ConocoPhillips common stock are valued at their quoted market prices at
year-end. Benefits are recorded when paid.
The purchase of shares of ConocoPhillips common stock may be made in
the open market or from ConocoPhillips if it shall have 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 ConocoPhillips.
In 2002, dividends from all stock funds were invested according to the
participants' most recent investment direction. Effective January 1,2003, except
for DuPont stock, dividends are added to the corresponding investment. DuPont
stock dividends continue to be 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. Purchases and sales are recorded on
a trade date basis.
PAGE 14
THRIFT PLAN FOR EMPLOYEES
OF
CONOCO INC.
NOTES TO FINANCIAL STATEMENTS - (Continued)
(Dollars in Thousands)
Investment securities are exposed to various risks, such as interest
rate, market, and credit. Due to the level of risk associated with certain
investment securities, it is at least reasonably possible that changes in risks
in the near term could materially affect the amounts reported in the Statement
of Net Assets Available for Benefits.
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes and schedules. Actual results could differ from those
estimates and assumptions.
NOTE 4 - MASTER TRUST (STABLE VALUE FUND)
The Stable Value Fund option provided by the Plan is also available to
participants in the Retail Plan; each plan's beneficial interest in the
commingled Master Trust funds is based on that plan's proportionate share of the
value of the total net assets in the Master Trust. Investment income for each
plan is calculated using this same basis. The Plan's proportionate share of
Master Trust net assets and investment income was approximately 99.9% as of
December 31, 2002 and 2001.
The Stable Value Fund consists of GICs, SAGICs, SYNs, and short-term
investments and cash. The crediting interest rates for the Stable Value Fund's
investment contracts ranged from 3.67% to 7.68% and 4.80% to 8.31% for the years
ended December 31, 2002 and 2001, respectively. The fund's blended rate of
return for the year was 5.92% in 2002 and 6.53% in 2001.
The crediting rates for most SAGIC and SYN contracts are reset
quarterly and are based on the market value of the underlying portfolio of
assets backing these contracts. Inputs used to determine the crediting rate
include each contract's portfolio market value, current yield-to-maturity,
duration (i.e., the present value of the weighted average life), and market
value relative to contract value. All contracts have a guaranteed rate of 0% or
higher.
PAGE 15
THRIFT PLAN FOR EMPLOYEES
OF
CONOCO INC.
NOTES TO FINANCIAL STATEMENTS - (Continued)
(Dollars in Thousands)
The Master Trust (Stable Value Fund) values as of December 31, 2002 and
2001 are as follows:
12/31/02 12/31/01
---------- ----------
At Contract Value, which approximates fair value:
GICs $ 265,816 $ 149,599
SAGICs 229,927 267,572
SYNs 1,188,736 1,176,027
At Fair Value:
Short-term investments and cash 67,369 61,082
---------- ----------
$1,751,848 $1,654,280
========== ==========
The contract values of synthetic guaranteed investment contracts are
net of ($65,795) and ($41,991) at December 31, 2002 and 2001 related to wrapper
contracts, which guarantee the contract value of the synthetic guaranteed
investment contracts for participant initiated withdrawal events.
Investment income for the Master Trust for the year ended December 31,
2002 is composed of Stable Value Fund gains and interest income in the amount of
$97,220.
NOTE 5 - INVESTMENTS
The Plan presents in the Statement of Changes in Net Assets Available
for 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 depreciation for the year ended December 31, 2002 is as follows:
Investments Net Depreciation
----------- ----------------
Equity $ (68,070)
Mutual Funds (123,214)
Common/Collective Trusts (20,169)
----------
Total Net Depreciation $ (211,453)
==========
PAGE 16
THRIFT PLAN FOR EMPLOYEES
OF
CONOCO INC.
NOTES TO FINANCIAL STATEMENTS - (Continued)
(Dollars in Thousands)
The following individual investments represent more than 5% of the net
assets available for benefits as of December 31, 2002 and 2001:
Current Value Current Value
12/31/02 12/31/01
------------- -------------
DuPont Stock $ 288,554 $ 325,002
Fidelity Magellan Fund * 159,121
ConocoPhillips Stock 289,833 328,041
*Investment does not exceed 5% of net assets available for benefits at the date
indicated.
On March 12, 2002, stockholders of Conoco Inc. (parent company to a
subsidiary of the same name that was, and whose successor is, the sponsor of the
Plan) and Phillips Petroleum Company approved a merger of the two companies to
form ConocoPhillips. The merger was finalized on August 30, 2002. Under the
terms of the merger agreement, each outstanding share of Conoco Inc. common
stock, including those held by the Thrift Plan for Employees of Conoco Inc., was
automatically converted into 0.4677 of one share of the new ConocoPhillips
common stock.
NOTE 6 - TAX STATUS
The Internal Revenue Service determined on December 18, 2002, that the
Plan was qualified under Section 401 (a) of the Internal Revenue Code of 1986
and that the Trust was exempt from federal income tax under Section 501 (a).
Subsequent amendments have been adopted, but are not expected to affect the
qualified status of the Plan. The Employee Benefit Plans Board is not aware of
any activity that would affect the qualified status of the Plan.
NOTE 7 - PARTY-IN-INTEREST TRANSACTIONS
Certain Plan investments are shares of mutual funds and asset
allocation funds managed by affiliates of the Trustees. Therefore, transactions
in these investments qualify as party-in-interest transactions that are exempt
from the prohibited transaction rules. Other Plan investments are shares of
ConocoPhillips Common Stock. Transactions in these investments also qualify as
party-in-interest transactions that are exempt from the prohibited transaction
rules. Still other Plan investments are made in the form of loans to Plan
participants. Transactions in these investments also qualify as
party-in-interest transactions that are exempt from the prohibited transaction
rules.
PAGE 17
THRIFT PLAN FOR EMPLOYEES
OF
CONOCO INC.
NOTES TO FINANCIAL STATEMENTS - (Continued)
(Dollars in Thousands)
NOTE 8 - SUBSEQUENT EVENTS
In addition to eliminating the Company profit sharing contribution and
new loan provisions discussed in Note 1, effective January 1, 2003, the maximum
deposit rate was reduced from 38% to 30% and new hire participation in the Plan
was eliminated.
Effective January 1, 2003, an employee stock ownership plan (ESOP)
feature was added to the Plan. ConocoPhillips common stock held in the Plan on
the first business day of the year was automatically transferred to the ESOP
feature. In 2003, an ESOP dividend pass-through feature will be implemented in
the Plan. Participants may elect to receive a cash dividend payment for the
total number of shares of ConocoPhillips stock held in their ESOP account as of
the dividend declaration date. A transfer of the non-ESOP ConocoPhillips stock
held in their account will be done at the end of each calendar year.
ConocoPhillips stock dividends will automatically be reinvested in
ConocoPhillips stock unless the participant elects a cash dividend payment.
Page 18
THRIFT PLAN FOR EMPLOYEES
OF
CONOCO INC.
SCHEDULE H, Line 4i
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2002
At December 31, 2002
(c) Thousands of Dollars
(a)(b) Description of investment ----------------------
Identity of issue, including maturity date, (d) (e)
borrower, lessor rate of interest, collateral, Historical Current
or similar party par or maturity value Cost Value
----------------- ----------------------------- ---------- ---------
CONOCOPHILLIPS* COMMON STOCK, $0.01 PAR VALUE,
5,989,515 SHARES ** $ 289,833
E. I. DUPONT COMMON STOCK,
DE NEMOURS 6,805,573 SHARES ** 288,554
-------------------------------------------------------------------------------
AMERICAN CENTURY* 740,972 UNITS, STRATEGIC
(ACI) ALLOCATION - CONSERVATIVE ** 3,594
12,756,173 UNITS, STRATEGIC
ALLOCATION - MODERATE ** 66,970
787,681 UNITS, STRATEGIC
ALLOCATION - AGGRESSIVE ** 4,332
409,925 UNITS, ACI INCOME
AND GROWTH FUND ** 8,920
2,328,763 UNITS, ACI EQUITY
GROWTH FUND ** 35,397
978,901 UNITS, ACI INTERNATIONAL
GROWTH FUND ** 6,255
176,424 UNITS, ACI VISTA FUND ** 1,565
-------------------------------------------------------------------------------
JPMORGAN CHASE* 42,527 UNITS, MONEY MARKET ** 42
-------------------------------------------------------------------------------
FIDELITY 2,413,148 UNITS, FIDELITY
INVESTMENTS LOW-PRICED STOCK FUND ** 60,730
1,440,813 UNITS, FIDELITY
MAGELLAN FUND ** 113,767
Page 19
THRIFT PLAN FOR EMPLOYEES
OF
CONOCO INC.
SCHEDULE H, Line 4i
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2002
At December 31, 2002
(c) Thousands of Dollars
(a)(b) Description of investment ----------------------
Identity of issue, including maturity date, (d) (e)
borrower, lessor rate of interest, collateral, Historical Current
or similar party par or maturity value Cost Value
----------------- ---------------------------- ---------- ----------
FIDELITY 292,007 UNITS, FIDELITY
INVESTMENTS EQUITY INCOME FUND ** 11,584
FRANKLIN TEMPLETON 2,248,431 UNITS, FRANKLIN SMALL-
INVESTMENTS MID CAP GROWTH FUND - CLASS A ** 49,361
PIMCO FUNDS 1,800,811 UNITS, PIMCO
TOTAL RETURN FUND ** 19,215
JANUS FUNDS 3,008,338 UNITS, JANUS
MERCURY FUND ** 44,403
BARCLAYS GLOBAL 2,734,431 UNITS, BGI EQUITY
INVESTORS (BGI) INDEX FUND ** 69,427
BARCLAYS GLOBAL 866,496 UNITS, BGI U. S.
INVESTORS (BGI) DEBT INDEX FUND ** 9,532
AMERICAN FUNDS 769,915 UNITS, AMERICAN
ICA FUNDS ** 18,078
NATIONS FUNDS 1,832,190 UNITS, NATIONS
INTERNATIONAL VALUE FUND ** 23,590
GOLDMAN SACHS 569,755 UNITS, GOLDMAN SACHS
CAPITAL GROWTH FUND ** 8,683
PARTICIPANTS* LOANS TO PARTICIPANTS,
INTEREST RATES RANGING FROM
5.25% TO 10.80% ** 32,399
-------------------------------------------------------------------------------
$1,166,231
===============================================================================
*Party-in-interest
** Historical cost information is not required for participant-directed
investments.
Page 20
THRIFT PLAN FOR EMPLOYEES
OF
CONOCO INC.
EXHIBIT INDEX
Exhibit
Number Description
------- -----------
23.1 Consent of Independent Auditors - Ernst & Young LLP.
23.2 Consent of Independent Accountants - PricewaterhouseCoopers LLP.
99 Certifications Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.