UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended DECEMBER 31, 2004
-----------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 001-32395
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CONOCOPHILLIPS STORE SAVINGS PLAN
(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)
FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements
Financial statements of the ConocoPhillips Store Savings Plan, filed as a part
of this annual report, are listed in the accompanying index.
(b) Exhibits
Exhibit 23 Consent of Independent Registered Public Accounting Firm
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
ConocoPhillips Store Savings Plan Committee has duly caused this annual report
to be signed on its behalf by the undersigned hereunto duly authorized.
CONOCOPHILLIPS
STORE SAVINGS PLAN
/s/ J. W. Sheets
--------------------------------
J. W. Sheets
Plan Financial Administrator
June 21, 2005
1
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INDEX TO FINANCIAL STATEMENTS CONOCOPHILLIPS
AND SCHEDULE STORE SAVINGS PLAN
Page
Report of Independent Registered Public Accounting Firm......................... 3
Financial Statements
Statements of Net Assets Available for Benefits
at December 31, 2004 and 2003 .............................................. 4
Statement of Changes in Net Assets Available for Benefits
for the Year Ended December 31, 2004 ....................................... 5
Notes to Financial Statements ................................................ 6
Supplemental Schedule*
Schedule of Assets (Held at End of Year)
as of December 31, 2004, Schedule H, Line 4i ............................... 17
Exhibit Index .................................................................. 18
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* Other supplemental schedules required by Section 2520.103-10 of the Department
of Labor Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974 (ERISA) have been omitted because they
are not applicable.
2
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The ConocoPhillips Store Savings Plan Committee
ConocoPhillips Store Savings Plan
We have audited the accompanying statements of net assets available for benefits
of ConocoPhillips Store Savings Plan as of December 31, 2004 and 2003, and the
related statement of changes in net assets available for benefits for the year
ended December 31, 2004. These financial statements are the responsibility of
the Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (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. We were not engaged to perform an
audit of the Plan's internal control over financial reporting. Our audit
included consideration of internal control over financial reporting as a basis
for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the Plan's
internal control over financial reporting. Accordingly, we express no such
opinion. An audit also includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
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, 2004 and 2003, and the changes in its net assets available for
benefits for the year ended December 31, 2004, in conformity with U.S. generally
accepted accounting principles.
Our audits were 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, 2004, 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
Plan's management. The supplemental schedule has been subjected to the auditing
procedures applied in our audits 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 21, 2005
3
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STATEMENTS OF NET ASSETS CONOCOPHILLIPS
AVAILABLE FOR BENEFITS STORE SAVINGS PLAN
Thousands of Dollars
--------------------
At December 31 2004 2003
------- ------
ASSETS
Investments
Vanguard Funds:
500 Index Fund $ 749 680
Balanced Index Fund 4,172 5,038
Extended Market Index Fund 723 734
Growth Index Fund 191 151
Prime Money Market Fund 9,459 14,718
Total Bond Market Index Fund 218 316
Total International Stock Index Fund 2,560 2,897
Value Index Fund 4,781 5,720
Plan Interest in Master Trusts
ConocoPhillips Stock Fund 2,335 2,140
DuPont Stock Fund 104 121
Stable Value Fund 1,878 1,732
Loans to Plan Participants 423 1,699
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Total Assets 27,593 35,946
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NET ASSETS AVAILABLE FOR BENEFITS $27,593 35,946
================================================================================
See Notes to Financial Statements.
4
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STATEMENT OF CHANGES IN NET CONOCOPHILLIPS
ASSETS AVAILABLE FOR BENEFITS STORE SAVINGS PLAN
Thousands
Year Ended December 31, 2004 of Dollars
-------------
ADDITIONS
Contributions
Employer $ 66
Participants 516
Rollovers 417
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999
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Investment Income
Interest and dividend income 417
Interest on participant loans 25
Plan interest in Master Trusts
ConocoPhillips Stock Fund 647
DuPont Stock Fund 9
Stable Value Fund 84
Net appreciation in fair value
of investments - mutual funds 1,407
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2,589
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Other additions 21
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Total 3,609
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DEDUCTIONS
Distributions to participants
or their beneficiaries 11,953
Other deductions 8
Administrative expenses 1
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Total 11,962
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NET DECREASE (8,353)
NET ASSETS AVAILABLE FOR BENEFITS
Beginning of Year 35,946
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End of Year $ 27,593
==================================================================================
See Notes to Financial Statements.
5
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NOTES TO FINANCIAL STATEMENTS CONOCOPHILLIPS
STORE SAVINGS PLAN
NOTE 1--PLAN DESCRIPTION
The following description of the ConocoPhillips Store Savings Plan (Plan)
provides only general information. Participants should refer to the Plan
document for a more complete description of the Plan's provisions.
GENERAL
The Plan was established in 1985 as the Circle K Kash Plus Plan and has been
amended and restated at various times since its formation. Effective January 1,
1998, the Plan was amended to change its name to the Tosco Corporation Store
Savings Plan. Effective January 1, 2003, the Plan sponsor, Tosco Corporation,
was merged into the ConocoPhillips Company (formerly Phillips Petroleum
Company), and the Plan was amended to change its name to the ConocoPhillips
Store Savings Plan and ConocoPhillips Company (Sponsor) became the Plan sponsor.
On October 3, 2003, the Thrift Plan for Retail Employees of Conoco, Inc. merged
into the Plan.
The Plan is a defined contribution, 401(k) profit sharing plan. The Plan is
subject to the provisions of the Employee Retirement Income Security Act of
1974, as amended (ERISA) and the Internal Revenue Code, as amended by the Tax
Reform Act of 1986 and subsequent legislation.
ELIGIBILITY
Prior to December 18, 2003, this Plan covered substantially all of the retail
store and marketing job outlet employees on the payrolls of Circle K Stores,
Inc. and Kayo Oil Company, subsidiaries of Sponsor, who met certain eligibility
requirements. On December 18, 2003, the Circle K Stores, Inc. employees were
terminated as a result of a sale to Couche-Tard, Inc. and only the Kayo Oil
Company employees remained eligible. Effective January 1, 2004, a Kayo Oil
Company employee originally hired that date or thereafter has to be age 21 to be
eligible; and, for employees hired prior to January 1, 2004, the eligibility age
is 18. Also, a year of eligibility service was required, but, for periods prior
to January 1, 2004 an employee of Kayo Oil Company during 2003 or later,
receives the greater of (i) credit for 1 hour of service for each hour of pay or
entitlement to pay for the performance of duties or other reasons such as paid
vacations, holidays, etc. or (ii) 190 hours for each month in which the employee
is actively employed by Kayo Oil Company.
6
INVESTMENT FUNDS
Plan assets are invested in 11 investment funds; however, the DuPont Stock Fund
is closed to new investment elections. Investments are participant-directed.
EMPLOYEE DEPOSITS
In 2004, participants can deposit between 1% and 30% of their eligible
compensation (up to $205,000) to the Plan. Investments are participant-directed
in 1% increments. Earnings on investments held by the Plan in the name of a
participant are automatically invested in the respective fund from which the
earnings were derived.
In 2004, Plan participants who reach age 50 or over may make catch-up
contributions of up to $3,000 annually to the Plan. This additional amount will
increase by $1,000 per year through 2006. Elections to make catch-up
contributions remain in effect until changed or revoked by a participant.
COMPANY CONTRIBUTIONS
Effective January 1, 2004, the Kayo Oil Company (Company) is making a matching
contribution to the account of each retail store manager (this includes a
manager or manager in training but not an assistant manager) (Retail Store
Manager) who is making a contribution of 2% or more of compensation to the Plan.
If a Retail Store Manager contributes 2% or more of compensation, the 2%
contribution is deemed a "matched before-tax deposit" and the Retail Store
Manager's account receives a Company matching contribution equal to 2% of
compensation. Deposits by a Retail Store Manager in excess of the 2% matched
before-tax deposit and deposits of up to 30% of compensation by other
participants are deemed "regular before-tax deposits."
PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's contribution,
employer's contribution, if applicable, and Plan earnings, and charged with an
allocation of investment administrative expenses. Allocations are based on
participant earnings or account balances, as defined. The benefit to which a
participant is entitled is the benefit that could be provided from the
participant's vested account.
VESTING
Effective January 1, 2004, any company matching contribution is subject to a 3
year vesting requirement; however, a participant's regular before-tax deposits
and matched before-tax deposits are fully vested in their account balances. The
Retail Store Manager is vested in the Company's matching contribution if 3 years
of
7
vesting service is satisfied by either completing 1,000 hours of service each
year or receiving 190 hours of service for each month served as an employee. A
Retail Store Manager can also become vested in the Company's matching
contribution if employment continues until the normal retirement date, which is
the 1st day of the month coincident with or immediately following a 65th
birthday, even if the Retail Store Manager has less than 3 years of service.
SHARE ACCOUNTING METHOD FOR COMPANY STOCK
Any shares purchased or sold for the Plan on any business day are valued at the
Participant Transaction Price, which is calculated using the weighted-average
price of the ConocoPhillips common stock (Company Stock) traded on that business
day and any carryover impact from the previous trading day.
DISTRIBUTIONS
Benefits under the Plan are payable upon reaching age 59 1/2 or termination, or
in the event of total disability or hardship. Distributions from the Plan are
available in lump sums or installment payments. Any whole shares of stock in a
participant's stock fund account can be distributed in the form of shares of
stock at the participant's discretion. All other amounts, including fractional
shares of stock, are distributed to the participant in cash.
Unless a request for withdrawal is made as of any earlier date, distribution to
a former employee participant is deferred to February 1st of the year following
the year the participant reaches 70 1/2. If the participant dies, distribution
to a surviving spouse beneficiary is deferred to the later of December 31st of
the year the participant would have reached 70 1/2 or December 31st of the year
following the year the participant died.
Installment distribution options offered under the Conoco Retail Thrift Plan and
exercised by a participant were grandfathered into the Plan.
LOANS TO PARTICIPANTS
Active employee participants can request a loan from their account in the Plan.
Loans from the Plan are limited to the lesser of 50 percent of the participant's
account balance or $50,000, both adjusted for outstanding loan balances. All
interest payments made under the terms of the loan are credited to the
participant's account and are not considered general earnings of the Plan.
Participants' loans are primarily repaid through payroll deductions. Loan
repayments are allocated to investment funds based on the participant's current
contribution designation. Participant loans are collateralized by the
participants' vested account balances. Effective January 1, 2003,
8
the maturity on these loans can not exceed 58 months. Also,participants who
transferred from the Conoco Retail Thrift Plan with more than one loan are
permitted to continue their loans until paid off.
TRUST AGREEMENTS
On January 1, 2003, ConocoPhillips entered into both a trust agreement and a
master trust agreement with Vanguard Fiduciary Trust Company (Vanguard), as
Trustee; and subsequently, both were superceded by a trust agreement and a
master trust agreement for ConocoPhillips Stock dated October 3, 2003. The
master trust agreement provides for the administration by the Trustee of the
ConocoPhillips Stock Fund. Effective July 2, 2004, the master trust agreement
was renamed as the ConocoPhillips Stock Fund Master Trust Agreement. The trust
agreement provides for the administration of all other assets in the Plan by the
Trustee or any Successor Trustee.
An additional master trust agreement for DuPont stock with the Trustee,
effective October 3, 2003, provides for the administration by the Trustee of the
DuPont Stock Fund. Effective September 24, 2004, the name of the master trust
agreement was renamed as the DuPont Stock Fund Master Trust Agreement.
Effective October 3, 2003, pursuant to a master trust agreement, the custodial
trustee for the Stable Value Fund is State Street Bank and Trust Company.
Effective September 24, 2004, the name of the master trust agreement was renamed
as the Stable Value Fund Master Trust Agreement.
ADMINISTRATION
The Plan is administered by the ConocoPhillips Store Savings Plan Committee
(Committee), a Plan Financial Administrator, a Plan Benefits Administrator, and
the Chief Financial Officer of ConocoPhillips. The members of the Committee are
appointed by the Board of Directors of ConocoPhillips Company. The Plan
Financial Administrator and Plan Benefits Administrator are the persons who
occupy, respectively, the ConocoPhillips positions of Vice President and
Treasurer, and Manager Global Compensation and Benefits COE (Center of
Excellence). Members of the Committee and the Plan Administrators serve without
compensation, but are reimbursed by the Sponsor for necessary expenditures
incurred in the discharge of their duties. The Plan pays all reasonable expenses
necessary for the operation of the Plan, unless such expenses are paid by the
Sponsor. Fees paid by the Sponsor are not reflected in the Plan's financial
statements.
9
NOTE 2--SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The Plan's financial statements are presented on the accrual basis of
accounting. Distributions to participants or their beneficiaries are recorded
when paid.
USE OF ESTIMATES
The preparation of financial statements in conformity with U.S. generally
accepted accounting principles requires management to make estimates that affect
the amounts reported in the financial statements and accompanying notes. Actual
results could differ from those estimates.
NOTE 3--INVESTMENTS
VALUATION
Common stock and mutual fund securities are valued at fair value. Common stock
values are based on their quoted market prices. Mutual funds are valued using
quoted market prices which represent the net asset values of shares held by the
Plan at year-end. The Stable Value Fund is managed under the Stable Value Fund
Master Trust Agreement. The assets in this fund include investment contracts,
money market instruments, and units of a common collective trust. The investment
contracts are valued at contract value and represents contributions, plus
interest credited, less distributions, which approximate fair value. The money
market instruments are valued at amortized cost, which approximates fair value.
The common collective trust is valued at fair value as determined by the issuer
based on the current values of the underlying assets of such trust. Participant
loans are valued at carrying value, which approximates fair value. Purchases and
sales of investments are recorded on a trade date basis. Dividends are recorded
on the ex-divided date. Interest income is recorded on the accrual basis.
Investment securities are exposed to various risks, such as interest rate,
market, and credit risk. Due to the level of risk associated with certain
investment securities, it is at least reasonably possible that changes in values
of investments will occur in the near term and that such changes could
materially affect participants' account balances and the amounts reported in the
Statements of Net Assets Available for Benefits.
10
NOTE 4--TAX STATUS
The Plan has received a determination letter from the Internal Revenue Service
dated March 23, 2004, stating that the Plan, as amended and restated as of
October 3, 2003, is qualified under Section 401(a) of the Internal Revenue Code
(the Code) and, therefore, the related trust is exempt from taxation. Subsequent
to this determination by the Internal Revenue Service, the Plan was amended.
Once qualified, the Plan is required to operate in conformity with the Code to
maintain its qualification. The Committee believes the Plan is being operated in
compliance with the applicable requirements of the Code and, therefore, believes
the Plan, as amended, is qualified and the related trust is tax exempt.
NOTE 5--PLAN TERMINATION
Although it has not expressed any intent to do so, the Sponsor has the right
under the Plan to discontinue its contributions and to terminate the Plan
subject to the provisions of ERISA. In the event of Plan termination,
participants will become 100% vested in their accounts.
NOTE 6--PARTY-IN-INTEREST TRANSACTIONS
Certain investments of the Plan are in shares of mutual funds managed by
Vanguard. Because Vanguard is the Plan's trustee, these transactions qualify as
party-in-interest transactions. In addition, certain Plan investments are in
Company Stock. These transactions also qualify as party-in-interest
transactions. All of these types of transactions are exempt from the prohibited
transaction rules.
NOTE 7--MASTER TRUSTS
Three investment options of the Plan are held in master trusts and administered
under master trust agreements. These investment options include the Stable Value
Fund, ConocoPhillips Stock Fund, and DuPont Stock Fund.
STABLE VALUE FUND
The Stable Value Fund option provided by the Plan is also available to
participants in the ConocoPhillips Savings Plan, and was available to
participants in the Retirement Savings Plan of ConocoPhillips Company from July
2, 2004 through September 24, 2004. Each plan's beneficial interest in the
commingled master trust funds is based on that plan's proportionate share,
11
determined by participant-directed balances, 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 was
approximately 0.1% as of December 31, 2004 and December 31, 2003.
The Stable Value Fund consisted of guaranteed investment contracts (GICs),
separate account guaranteed investment contracts (SAGICs), synthetic contracts
(SYNs), a common collective trust (CCT), and short-term investments and cash.
The crediting interest rates for the Stable Value Fund's investment contracts
ranged from 3.39% to 7.68% as of December 31, 2004. The fund's blended rate of
return for 2004 was 4.60%.
The crediting rates for most SAGIC and SYN contracts were reset quarterly and
were based on the market value of the underlying portfolio of assets backing
these contracts. Inputs used to determine the crediting rate included 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 had a guaranteed rate of 0.0% or higher.
The master trust (Stable Value Fund) values as of December 31, 2004 and December
31, 2003 were as follows:
Thousands of Dollars
-------------------------
2004 2003
---------- ----------
Stable Value Fund
At December 31
GICs $ 129,095 181,510
SAGICs 175,350 183,861
SYNs 1,604,147 1,502,584
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Assets at Contract Value,
which approximates fair value 1,908,592 1,867,955
-----------------------------------------------------------------------------------------
CCT 67,612 65,056
Short-term investments and cash 24,349 15,951
-----------------------------------------------------------------------------------------
Assets at Fair Value 91,961 81,007
-----------------------------------------------------------------------------------------
End of Year $2,000,553 1,948,962
=========================================================================================
The estimated fair value of the underlying assets of the synthetic guaranteed
investment contracts at December 31, 2004 and 2003, was $1,627,937,906 and
$1,548,759,889, respectively. The contract values of synthetic guaranteed
investment contracts were net of ($23,790,533) at December 31, 2004 and
($46,175,584) at December 31, 2003 related to wrapper contracts, which
guarantee the contract value of the synthetic guaranteed investment contracts
for participant initiated withdrawal events.
The significant components of the changes in net assets relating to the master
trust (Stable Value Fund) are as follows:
12
Thousands
of Dollars
-----------
Stable Value Fund
Year Ended December 31, 2004
Contributions $ 85,091
Interest and Dividend Income (net) 89,309
Asset Transfers In 367,341
Distributions (220,433)
Participant Loans (3,820)
Other Deductions (70)
Asset Transfers Out (265,827)
--------------------------------------------------------------------------------------
Net Increase 51,591
Beginning of Year 1,948,962
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End of Year $ 2,000,553
======================================================================================
CONOCOPHILLIPS STOCK FUND
The ConocoPhillips Stock Fund is comprised of Company Stock held in a master
trust. This investment option provided by the Plan is also available to
participants in the ConocoPhillips Savings Plan, and was available to
participants in the Retirement Savings Plan of ConocoPhillips Company until
September 24, 2004. Each plan's beneficial interest in the commingled master
trust funds is based on that plan's proportionate share, determined by
participant-directed balances, 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 was
approximately 0.1% as of December 31, 2004 and December 31, 2003.
The master trust (ConocoPhillips Stock Fund) values as of December 31, 2004 and
December 31, 2003 were as follows:
Thousands of Dollars
2004 2003
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At December 31
ConocoPhillips Stock Fund $1,662,488 1,358,719
-------------------------------------------------------------------------------------
End of Year $1,662,488 1,358,719
======================================================================================
The significant components of the changes in net assets relating to the master
trust (ConocoPhillips Stock Fund) are as follows:
13
Thousands
of Dollars
------------
ConocoPhillips Stock Fund
Year Ended December 31, 2004
Contributions $ 174,711
Dividend Income 35,385
Net Appreciation in Fair Value of Investments 423,819
Asset Transfers In 238,946
Other Additions 38
Distributions (127,625)
Participant Loans (17,825)
Other Deductions (626)
Asset Transfers Out (423,054)
----------------------------------------------------------------------------------------
Net Increase 303,769
Beginning of Year 1,358,719
----------------------------------------------------------------------------------------
End of Year $ 1,662,488
========================================================================================
DUPONT STOCK FUND
The DuPont Stock Fund is comprised of DuPont stock held in a master trust. This
investment option provided by the Plan is also available to participants in the
ConocoPhillips Savings Plan. Each plan's beneficial interest in the commingled
master trust funds is based on that plan's proportionate share, determined by
participant-directed balances, 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 was
approximately 0.1% as of December 31, 2004 and December 31, 2003.
The master trust (DuPont Stock Fund) values as of December 31, 2004 and December
31, 2003 were as follows:
Thousands of Dollars
-------------------------
2004 2003
---------- ----------
At December 31
DuPont Stock Fund $ 217,907 259,443
-----------------------------------------------------------------------------------------
End of Year $ 217,907 259,443
=========================================================================================
The significant components of the changes in net assets relating to the master
trust (DuPont Stock Fund) are as follows:
14
Thousands
of Dollars
------------
DuPont Stock Fund
Year Ended December 31, 2004
Dividend Income $ 7,024
Net Appreciation in Fair Value of Investments 11,628
Distributions (16,219)
Participant Loans (428)
Other Deductions (91)
Asset Transfers Out (43,450)
----------------------------------------------------------------------------------------
Net Decrease (41,536)
Beginning of Year 259,443
----------------------------------------------------------------------------------------
End of Year $ 217,907
========================================================================================
NOTE 8--RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits as of
December 31, 2004 and 2003, as reflected in these financial statements, to the
amounts reflected in the Plan's Form 5500:
Thousands of Dollars
2004 2003
------------- -------------
Net assets available for benefits as
reported in the financial statements $ 27,593 35,946
Less: Defaulted loans identified
as deemed distributions for tax reporting (33) (9)
----------------------------------------------------------------------------------------
Net assets available for benefits
as reported in the Form 5500 $ 27,560 35,937
========================================================================================
The following is a reconciliation of distributions to participants or their
beneficiaries for the year ended December 31, 2004, as reflected in these
financial statements, to the amounts reflected in the Plan's Form 5500:
Thousands
of Dollars
------------
Year Ended December 31, 2004
Distributions to participants or their
beneficiaries reported in the
financial statements $ 11,953
Add: Current year deemed distributions
of participant loans 30
Less: Current year distributions
previously recognized as deemed (6)
----------------------------------------------------------------------------------------
Total distributions as reported
in the Form 5500 $ 11,977
========================================================================================
15
NOTE 9--SUBSEQUENT EVENTS
On April 7, 2005, the Board of Directors of ConocoPhillips declared a
two-for-one split in the form of a 100% stock dividend, payable June 1, 2005
(Payment Date), to stockholders of record as of May 16, 2005 (Record Date). As a
result, ConocoPhillips stockholders, including participants in the Plan,
received one additional share of Company Stock for each share owned as of the
Record Date. Since there were twice as many shares after the split, each share
was worth half of what it was worth immediately before the split, while the
value of each participant's total investment in Company Stock remained unchanged
until the stock price moved up or down.
Also, as a result of Department of Labor regulations regarding cash-out
distributions, the Plan was amended to eliminate involuntary cash-out
distributions of accounts valued at more than $1,000. Effective March 28, 2005,
if a participant terminates from employment, a cash out distribution is only
required for each account valued at $1,000 or less on the valuation dates of
March 1st or September 1st, unless the participant has an outstanding loan.
16
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SCHEDULE OF ASSETS (HELD AT END OF YEAR) CONOCOPHILLIPS
SCHEDULE H, LINE 4i STORE SAVINGS PLAN
At December 31, 2004
(a)(b) Identity of (c) Description of investment Thousands of Dollars
issue, borrower, including maturity date, -----------------------------
lessor, or similar rate of interest, collateral, (d) Historical (e) Current
party par or maturity value Cost Value
------------------ ----------------------------- ------------- -----------
Vanguard* 6,710 units, Vanguard ** $ 749
500 Index Fund
214,474 units, Vanguard ** 4,172
Balanced Index Fund
23,043 units, Vanguard ** 723
Extend Market Index Fund
7,211 units, Vanguard ** 191
Growth Index Fund
9,459,338 units, Vanguard ** 9,459
Prime Money Market Fund
21,209 units, Vanguard ** 218
Total Bond Market Index Fund
203,209 units, Vanguard ** 2,560
Total International Stock Index Fund
223,929 units, Vanguard ** 4,781
Value Index Fund
Participants* Loans to Plan participants,
Interest rates ranging -- 423
from 4% to 5%
-----------------------------------------------------------------------------------------------------------
$ 23,276
===========================================================================================================
*Party-in-interest
**Historical cost information is not required for participant-directed
investments.
17
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EXHIBIT INDEX CONOCOPHILLIPS
STORE SAVINGS PLAN
EXHIBIT
NUMBER DESCRIPTION
------- -----------
23 Consent of Independent Registered Public Accounting Firm
18