e11vk
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2008
OR
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 001-32395
CONOCOPHILLIPS SAVINGS PLAN
(Full title of the Plan)
ConocoPhillips
(Name of issuer of securities)
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600 North Dairy Ashford
Houston, Texas
(Address of principal executive office)
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77079
(Zip code)
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FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements
Financial statements of the ConocoPhillips Savings Plan, filed as 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 Savings
Plan Committee has duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
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CONOCOPHILLIPS
SAVINGS PLAN
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/s/ F. M. Vallejo
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F. M. Vallejo |
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Plan Financial Administrator |
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June 23, 2009
1
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Index To Financial Statements
And Schedule
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ConocoPhillips Savings Plan |
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Page |
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3 |
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Financial Statements |
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4 |
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5 |
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6 |
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Supplemental Schedule |
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22 |
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27 |
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EX-23 |
2
Report of Independent Registered Public Accounting Firm
The ConocoPhillips Savings Plan Committee
ConocoPhillips Savings Plan
We have audited the accompanying statements of net assets available for benefits of ConocoPhillips
Savings Plan as of December 31, 2008 and 2007, and the related statement of changes in net assets
available for benefits for the year ended December 31, 2008. These financial statements are the
responsibility of the Plans 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 Plans internal control over financial reporting. Our
audits 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 Plans 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, 2008 and 2007, and the
changes in its net assets available for benefits for the year ended December 31, 2008, in
conformity with US 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, 2008, 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 Labors Rules
and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. This supplemental schedule is the responsibility of the Plans 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.
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/s/ ERNST & YOUNG LLP
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ERNST & YOUNG LLP |
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Houston, Texas
June 23, 2009
3
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Statements of Net Assets
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ConocoPhillips |
Available for Benefits
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Savings Plan |
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Thousands of Dollars |
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At December 31 |
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2008 |
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2007 |
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Assets |
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Investments |
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Plan interest in Master Trusts: |
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Stable Value Fund |
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$ |
1,826,560 |
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$ |
1,914,460 |
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ConocoPhillips Stock Fund |
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2,118,459 |
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3,258,327 |
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DuPont Stock Fund |
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53,674 |
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105,208 |
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Leveraged Stock Fund |
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775,889 |
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1,302,918 |
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Loan 2 Suspense |
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373,385 |
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798,318 |
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Insurance contract |
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Mutual funds |
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2,221,379 |
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3,104,971 |
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Vanguard Prime Money Market Loan 2 |
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117 |
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87 |
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Loans to Plan participants |
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89,234 |
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84,448 |
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Total assets |
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7,458,697 |
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10,568,739 |
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Liabilities |
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Securities acquisition loans |
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140,200 |
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175,400 |
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Management fee payable |
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31 |
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Interest payable |
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259 |
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710 |
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Total liabilities |
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140,490 |
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176,110 |
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Net assets available for benefits, at fair value |
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7,318,207 |
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10,392,629 |
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Adjustment from fair value to contract value for
fully benefit-responsive investment contracts |
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70,620 |
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(16,587 |
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Net assets available for benefits |
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$ |
7,388,827 |
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$ |
10,376,042 |
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See Notes to Financial Statements.
4
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Statement of Changes In Net
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ConocoPhillips Savings Plan |
Assets Available for Benefits |
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Thousands |
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Year Ended December 31, 2008 |
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of Dollars |
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Additions |
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Company contributions |
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Company matching cash |
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$ |
22,348 |
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Basic allocation stock |
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120,443 |
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Active employee deposits |
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209,536 |
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Rollovers |
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71,426 |
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Total contributions |
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423,753 |
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Investment income (loss) |
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Dividends and interest |
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141,441 |
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Interest, participant loans |
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5,860 |
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Plan interest in Master Trusts |
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Stable Value Fund |
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84,022 |
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ConocoPhillips Stock Fund |
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(1,294,581 |
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DuPont Stock Fund |
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(36,836 |
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Net depreciation in fair value of investments |
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(1,749,055 |
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Total investment income (loss) |
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(2,849,149 |
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Assets transferred-in |
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190,039 |
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Other additions |
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451 |
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Total additions |
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(2,234,906 |
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Deductions |
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Distributions to participants or their beneficiaries |
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745,383 |
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Interest expense |
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5,703 |
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Administrative expenses |
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1,100 |
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Other deductions |
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123 |
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Total deductions |
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752,309 |
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Net decrease |
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(2,987,215 |
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Net assets available for benefits |
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Beginning of year |
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10,376,042 |
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End of year |
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$ |
7,388,827 |
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See Notes to Financial Statements.
5
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Notes To Financial Statements
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ConocoPhillips Savings Plan |
Note 1Plan Description
The following description of the ConocoPhillips Savings Plan (Plan), provides only general
information. Participants should refer to the Plan document for a more complete description of the
Plans provisions.
General
The Plan is a defined contribution, 401(k) profit sharing plan which includes a Thrift Feature and
a Stock Savings Feature. The Vanguard Group, Inc. serves as recordkeeper. Vanguard Fiduciary
Trust Company (Vanguard) serves as trustee for the Plan.
This Plan was formerly known as the Long-Term Stock Savings Plan of Phillips Petroleum Company
(LTSSP); the name was changed at the close of business on December 31, 2002, along with the formal
merger of the Thrift Plan of Phillips Petroleum Company (Thrift Plan) into the Plan. The Thrift
Plan became the Thrift Feature of the Plan; the LTSSP became the Stock Savings Feature; and
ConocoPhillips Company (Company) became the Plan sponsor. On October 3, 2003, assets of the Thrift
Plan for Employees of Conoco Inc. (Conoco Thrift Plan) were merged into the Plan. Other previous
years Plan mergers were not material in terms of the number of participants involved and the
impact to Plan provisions. At the close of business on December 31, 2008, assets of the Burlington
Resources Inc. Retirement Savings Plan were merged into the Plan.
The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as
amended (ERISA).
Eligibility
Generally, active employees of the Company and its subsidiaries on the direct U.S. dollar payroll
are eligible to participate in the Plan, except retail marketing outlet employees and certain other
employee classifications.
Thrift Feature
An active employee may deposit between 1% and 30% of pay, as defined in the Plan document (Pay), on
a before-tax basis, an after-tax basis, or a combination of both. The Company contributes $1 for
each $1 deposited by the active employee participant up to 1.25% of Pay. Thrift assets are
invested in a variety of investment funds; however, the DuPont Stock Fund and the Fidelity
Low-Priced Stock Fund are closed to new investment elections. Investments in the Thrift Feature
are participant-directed.
Active employees are eligible to make catch-up deposits to the Thrift Feature beginning in the year
they attain age 50. The active employee is allowed to elect catch-up deposits to be deducted as a
dollar amount from each paycheck up to the applicable dollar limit, as defined by the Plan, for
such Plan year. Elections to make catch-up deposits remain in effect until changed or revoked by
an active employee.
6
Stock Savings Feature (SSF)
An active employee may deposit 1% of Pay on a before-tax basis. SSF deposits are invested in the
ConocoPhillips Stock Fund. Based on the SSF deposits made by an active employee, participants in
the SSF receive semiannual allocations of ConocoPhillips common stock (Company Stock) as of June 30
and December 31 of each year. The semiannual allocation to participants is based on the ratio of
the active employees SSF deposits to all participant SSF deposits for the allocation period. A
supplemental allocation shall be made each year-end if all shares released for allocation, based on
loan payment provisions, have not been allocated. The method for calculating a supplemental
allocation is described in the Plan document; however, such an allocation is rare and was not
required in 2008.
Semiannual allocations and supplemental allocations are invested in the ConocoPhillips Stock Fund
and the Leveraged Stock Fund. Both the ConocoPhillips Stock Fund and the Leveraged Stock Fund are
invested solely in Company Stock and have the same fair value per share. The cost basis per share
is different as the ConocoPhillips Stock Fund has an average cost based on average purchase price,
and the Leveraged Stock Fund has a fixed cost based on the acquisition loan cost per share. The
ConocoPhillips Stock Fund contains shares of Company Stock purchased with active employee deposits,
Company contributions, dividends reinvested in participant accounts, and shares allocated to
participant accounts as a result of SSF allocations other than those purchased with the proceeds of
acquisition loans. The Leveraged Stock Fund primarily contains shares of Company Stock that were
purchased with the proceeds of acquisition loans and allocated to participant accounts as a result
of SSF allocations. Participants may direct that their SSF deposits and Company allocations be
exchanged from the ConocoPhillips Stock Fund and the Leveraged Stock Fund into other investment
funds at any time.
The number of shares allocated on each semiannual allocation date is determined by the Plan
document. In 2008, there were 7,924 shares allocated for each 100 eligible employees. Shares used
for the semiannual allocation came from financed shares and shares held by ConocoPhillips in the
Compensation and Benefits Trust (CBT). In 2008, the Company used the CBT to contribute 1,668,456
shares of stock to the Plan. The fair value of the CBT shares was approximately $120.4 million,
and these shares were invested in the ConocoPhillips Stock Fund.
The Plan is required to retain and use eligible dividends on Company Stock to make payments on the
loans it used to acquire Company Stock for the SSF. If the Company does not elect to make a
special contribution and if eligible dividends to be allocated to participants accounts are used
to make loan payments, participants receive a dividend replacement allocation. The Plan used $25.3
million in dividends on allocated shares to make loan payments and allocated 347,503 shares in
dividend replacement allocations to participants accounts in 2008. The fair value of the
allocated dividend replacement shares was approximately $25.3 million, and these shares were
invested in the Leveraged Stock Fund.
The Company made contributions to the Plan which, when aggregated with certain Plan dividends and
certain interest earnings, equaled the amount necessary to enable the Plan to make its regularly
scheduled payments of principal and interest due on its loan. The Company can also elect to make
contributions to the Plan, as an alternative to using the dividends. Finally, the Company can make
contributions to the Plan in the amount necessary to bring the number of shares of stock released
for allocation up to the level required to complete the semiannual allocation by contributing cash
or by contributing Company Stock.
7
Participant Accounts
Each participants account is credited with the active employee deposits, Company contributions, 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 participants vested
account.
Vesting
Participants are immediately vested in all amounts credited to their accounts in all funds.
Voting Rights
As a beneficial owner of Company Stock, Plan participants and beneficiaries are entitled to direct
the trustee to vote the Company Stock attributable to their accounts. An active employee
participant on the voting valuation date may direct the trustee to vote the non-directed and
unallocated shares.
Diversification
Generally, participants may make unlimited exchanges out of any investment fund in any dollar
amount, whole percentages, or shares of their account to another investment fund subject to the
exchange rules in the Plan document. In addition, using selected investment percentages, a
participant may request a reallocation of both the existing account and future contribution
allocations or a rebalancing of the participants existing account.
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, as defined by the Plan, which is calculated using a weighted-average price of
the Company Stock traded on that business day and any carryover impact as described in the Plan
document.
Distributions
Total distributions from participant accounts can be made upon the occurrence of specified events,
including the attainment of age 591/2, death, disability, or termination of employment. Partial
distributions are permitted in cases of specified financial hardship.
Installment Payments
A terminated employee or a beneficiary who is the surviving spouse of a participant is eligible to
elect a distribution based on a fixed-dollar amount or life-expectancy installment payments.
Installment distribution options offered under the Conoco Thrift Plan and exercised by a
participant were grandfathered into the Plan.
Dividend Pass Through
A participant can make an election to receive cash dividends from the ConocoPhillips Stock Fund on
a portion of that participants account invested in Company Stock. The distribution of these
dividends is made on each dividend payment date.
Forms of Payment
Generally, distributions from participant accounts invested in Company Stock and DuPont stock can
be made in cash, stock, or a combination of both. Distributions from all other funds in the Thrift
Feature are made in cash. An election to make an eligible rollover distribution is also available.
8
Loans
Active employee participants can request a loan from their account in the Plan. The minimum loan is
$1,000. Generally, the maximum loan is the lesser of $50,000 or one-half of the vested value of
the participants account. For those eligible for loans, three outstanding loans are available at
any one time, one of which can be a home loan. The maximum term of a home loan is 238 months, and
the maximum term of a general purpose loan is 58 months.
Trust Agreements
The trust agreement with Vanguard provides for the administration of certain assets in the Plan.
Additionally, there are three master trust agreements:
The ConocoPhillips Stock Fund Master Trust Agreement provides for the administration of the
ConocoPhillips Stock Fund. The trustee is Vanguard.
The Stable Value Fund (SVF) is managed under the Stable Value Fund Master Trust Agreement. The
assets in this fund include investment contracts and short-term investments. The trustee is State
Street Bank and Trust Company.
The DuPont Stock Fund Master Trust Agreement provides for the administration of the DuPont Stock
Fund. The trustee is Vanguard.
Administration
The Plan is administered by the ConocoPhillips Savings Plan Committee (Committee), a Plan Financial
Administrator, a Plan Benefits Administrator, and the Chief Financial Officer of the Company,
collectively referred to as the Plan Administrators. Members of the Committee are appointed by the
Board of Directors of the Company or its delegate. The Plan Financial Administrator and the Plan
Benefits Administrator are the persons who occupy, respectively, the Company positions of Vice
President and Treasurer, and Manager Global Compensation and Benefits. Members of the Committee
and the Plan Administrators serve without compensation, but are reimbursed by the Company for
necessary expenditures incurred in the discharge of their duties. Administrative expenses of the
Plan are paid from assets of the Plan to the extent allowable by law, unless paid by the Company.
Note 2Significant Accounting Policies
Basis of Presentation
The Plans financial statements are presented on the accrual basis of accounting in conformity with
U.S. generally accepted accounting principles. Distributions to participants or their
beneficiaries are recorded when paid.
As described in Financial Accounting Standards Board Staff Position (FSP) AAG INV-1 and SOP 94-4-1,
Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies
Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and
Pension Plans (the FSP), investment contracts held by a defined contribution plan are required to
be reported at fair value. However, contract value is the relevant measurement attribute for that
portion of the net assets available for benefits of a defined contribution plan attributable to
fully benefit-responsive investment contracts because contract value is the amount participants
would
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receive if they were to initiate permitted transactions under the terms of the Plan. As
required by the FSP, the statements of net assets available for benefits present the fair value of
the SVF and the adjustment from fair value to contract value. The contract value of the SVF
represents contributions plus earnings, less participant withdrawals and administrative expenses.
Fair Value Measurements
On January 1, 2008, the Plan adopted Financial Accounting Standards Board (FASB) Statement of
Financial Accounting Standards (SFAS) No. 157, Fair Value Measurements, which defines fair value,
establishes a framework for its measurement, and expands disclosures about fair value measurements.
Refer to Note 5 and Note 10 for disclosures provided for fair value measurements of plan
investments and master trust investments, respectively.
Use of Estimates
The preparation of financial statements requires management to make estimates that affect the
amounts reported in the financial statements and accompanying notes. See Note 10 on Master Trusts
for more details on the SVF including the fair value computation methodology. Actual results could
differ from those estimates.
Note 3Securities Acquisition Loans
The Plan borrowed $250 million (Loan 1) and $400 million (Loan 2) in 1988 and 1990, respectively,
and purchased 28,673,836 and 28,318,584 shares of Company Stock, respectively, utilizing the bank
borrowings. The financed shares are held in a suspense account (currently Loan 2 Suspense) until
allocated to eligible participants based on the provisions of the Plan.
Loan 1 was fully repaid in June 1998 and all leveraged shares associated with Loan 1 have been
allocated to participant accounts.
Upon allocation to participants accounts, the Loan 2 shares are transferred to the Leveraged Stock
Fund. The Plan released 1,485,296 Loan 2 suspense shares in 2008 for semiannual allocations to
participants accounts. The fair value of the Loan 2 shares used in the semiannual allocations was
approximately $109 million. At December 31, 2008 and 2007, the fair value of unallocated shares
was $373 million and $798 million, respectively. See Note 6 for a list of other unallocated
assets.
Loan 2 extends through the year 2015. Loan 2 prepayments totaled $35.2 million in 2008. Due to
loan prepayments, including $18.4 million during 2009, the first required payment is currently
scheduled to be in 2014. The outstanding balance of Loan 2 at December 31, 2008, was $140 million
and at December 31, 2007, was $175 million. The carrying value of Loan 2 approximates fair value
as it provides for variable interest rates (LIBOR rate plus .275%) adjusted quarterly. The rates
were 2.463% and 5.40% at December 31, 2008 and 2007, respectively.
Loan 2 is guaranteed by ConocoPhillips and ConocoPhillips Company and is being repaid through
contributions made by the Company, dividends on certain allocated and unallocated shares, and
earnings on the short-term investment of dividends.
10
Under Loan 2, any participating bank in the syndicate of lenders may cease to participate on
December 4, 2009, by giving not less than 180 days prior notice to the Plan and the Company. If
the current Directors of ConocoPhillips or their approved successors cease to be a majority of the
Board of Directors, and upon not less than 90 days notice, each bank participating in Loan 2 has
the optional right to terminate its participation in the loan. Under the above conditions, such
banks
rights and obligations under the loan agreement must be purchased by ConocoPhillips if not
transferred to another bank of ConocoPhillips choice.
In June 2009, all of the participating banks had given notice of exercising their option to cease
participation in Loan 2. The Plan and ConocoPhillips expect to refinance the loan balance during
the third quarter of 2009, with no significant changes to the loan balance or maturity.
Note 4Investments
Investment Valuation and Income Recognition
Investments held by the Plan are stated at fair value. The fair value of a financial instrument is
the amount that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date (the exit price).
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
assets in the SVF include investment contracts and short-term investments. The investment
contracts are backed by fixed income instruments, units of common collective trusts (CCTs), and
assets in an insurance companys general or separate account. The short-term investment fund is
valued at amortized cost, which approximates fair value. (See Note 10 on Master Trusts for more
detail on the SVF including the fair value computation methodology.) 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-dividend date. Interest income is
recorded on the accrual basis.
Investment securities are exposed to various risks, such as interest rate, market, and credit
risks. 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.
Investments that comprised 5% or more of the fair value of net assets available for benefits for
the years ended December 31, 2008 and 2007, are as follows:
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Thousands of Dollars |
At December 31 |
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2008 |
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2007 |
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Leveraged Stock Fund |
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775,889 |
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1,302,918 |
Loan 2 Suspense |
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373,385 |
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798,318 |
11
Net Depreciation
During 2008, the Plans investments (including gains and losses on investments bought and sold, as
well as held during the year) depreciated in value as follows:
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Thousands |
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of Dollars |
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ConocoPhillips Common Stock |
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$ |
(790,719) |
Mutual funds |
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(958,336) |
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Net depreciation in fair value of investments |
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$ |
(1,749,055) |
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Note 5Fair Value Measurements
SFAS No. 157, Fair Value Measurements, establishes a fair value hierarchy that prioritizes the
inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority
to unadjusted quoted prices in active markets for identical assets or liabilities (level 1
measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three
levels of the fair value hierarchy under SFAS No. 157 are described below:
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Level 1
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Inputs to the valuation methodology are unadjusted quoted prices
for identical assets or liabilities in active markets. |
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Level 2
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Inputs to the valuation methodology include quoted prices for
similar assets and liabilities in active markets, and inputs that
are observable for the asset or liability, either directly or
indirectly, for substantially the full term of the financial
instrument. |
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Level 3
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Inputs to the valuation methodology are unobservable and
significant to the fair value measurement. |
A financial instruments level within the fair value hierarchy is based on the lowest level of any
input that is significant to the fair value measurement.
The following table sets forth by level, within the fair value hierarchy, the Plans investment
assets at fair value as of December 31, 2008 (See Note 10 for the fair value hierarchy for the
master trust investments:
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Thousands of Dollars |
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Level 1 |
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Level 2 |
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Level 3 |
|
Total |
|
|
|
Leveraged Stock Fund |
|
$ |
775,889 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
775,889 |
Loan 2 Suspense |
|
|
373,385 |
|
|
|
|
|
|
|
|
|
|
|
373,385 |
Mutual funds |
|
|
2,221,379 |
|
|
|
|
|
|
|
|
|
|
|
2,221,379 |
Vanguard Prime MM-Loan 2 |
|
|
117 |
|
|
|
|
|
|
|
|
|
|
|
117 |
Loans to Plan participants |
|
|
|
|
|
|
|
|
|
|
89,234 |
|
|
|
89,234 |
|
Total investment assets at fair value |
|
$ |
3,370,770 |
|
|
$ |
|
|
|
$ |
89,234 |
|
|
$ |
3,460,004 |
|
12
Level 3 Gains and Losses
The table below sets forth a summary of changes in the fair value of the Plans level 3 investment
assets for the year ended December 31, 2008:
|
|
|
|
|
|
|
|
|
|
Thousands of Dollars |
|
|
Loans to Plan |
|
|
|
|
participants |
|
Total |
|
|
|
Balance, beginning of year |
|
$ |
84,448 |
|
|
$ |
84,448 |
Repayments, issuances, and settlements |
|
|
4,786 |
|
|
|
4,786 |
|
Balance, end of year |
|
$ |
89,234 |
|
|
$ |
89,234 |
|
Note 6Employee Stock Ownership Plan (ESOP)
All Company Stock held in the Plan is considered part of the ESOP. This includes the
ConocoPhillips Stock Fund (COP Stock ESOP Master Trust), Leveraged Stock Fund, Loan 2 Suspense
shares and money market fund (Vanguard Prime Money Market Loan 2, or Vang Prime MM Loan 2), and
any released shares pending allocation. The Loan 2 Suspense shares and the related money market
fund are the only non-participant-directed investments in the Plan, and the only assets in the Plan
not allocated to participant accounts (unallocated assets).
Information about the net assets and the significant components of the changes in net assets
relating to the ESOP portion of the Plan follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thousands of Dollars |
|
|
December 31, 2008 |
|
December 31, 2007 |
|
|
Allocated |
|
Unallocated |
|
Total |
|
Allocated |
|
Unallocated |
|
Total |
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COP Stock ESOP -
Master Trust |
|
$ |
2,118,459 |
|
|
$ |
|
|
|
$ |
2,118,459 |
|
|
$ |
3,258,327 |
|
|
$ |
|
|
|
$ |
3,258,327 |
|
Leveraged Stock |
|
|
775,889 |
|
|
|
|
|
|
|
775,889 |
|
|
|
1,302,918 |
|
|
|
|
|
|
|
1,302,918 |
|
Loan 2 Suspense |
|
|
|
|
|
|
373,385 |
|
|
|
373,385 |
|
|
|
|
|
|
|
798,318 |
|
|
|
798,318 |
|
Vang Prime MM Loan 2 |
|
|
|
|
|
|
117 |
|
|
|
117 |
|
|
|
|
|
|
|
87 |
|
|
|
87 |
|
|
Total assets |
|
|
2,894,348 |
|
|
|
373,502 |
|
|
|
3,267,850 |
|
|
|
4,561,245 |
|
|
|
798,405 |
|
|
|
5,359,650 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities loan |
|
|
|
|
|
|
140,200 |
|
|
|
140,200 |
|
|
|
|
|
|
|
175,400 |
|
|
|
175,400 |
|
Interest payable |
|
|
|
|
|
|
259 |
|
|
|
259 |
|
|
|
|
|
|
|
710 |
|
|
|
710 |
|
|
Total liabilities |
|
|
|
|
|
|
140,459 |
|
|
|
140,459 |
|
|
|
|
|
|
|
176,110 |
|
|
|
176,110 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets available
for benefits |
|
$ |
2,894,348 |
|
|
$ |
233,043 |
|
|
$ |
3,127,391 |
|
|
$ |
4,561,245 |
|
|
$ |
622,295 |
|
|
$ |
5,183,540 |
|
|
13
Changes in net assets during Year Ended December 31, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thousands of Dollars |
|
|
Allocated |
|
Unallocated |
|
Total |
Company matching cash |
|
$ |
8,680 |
|
|
$ |
|
|
|
$ |
8,680 |
|
Basic allocation stock |
|
|
120,443 |
|
|
|
|
|
|
|
120,443 |
|
Active employee deposits |
|
|
91,314 |
|
|
|
|
|
|
|
91,314 |
|
Allocation of 1,485,296 shares of
ConocoPhillips common stock, at fair value |
|
|
108,731 |
|
|
|
|
|
|
|
108,731 |
|
Dividends and interest |
|
|
25,287 |
|
|
|
16,097 |
|
|
|
41,384 |
|
Interest in Master Trust COP Stock ESOP |
|
|
(1,294,581 |
) |
|
|
|
|
|
|
(1,294,581 |
) |
Assets transferred-in |
|
|
42,491 |
|
|
|
|
|
|
|
42,491 |
|
Net depreciation in fair value of common stock |
|
|
(499,804 |
) |
|
|
(290,915 |
) |
|
|
(790,719 |
) |
|
Total additions |
|
|
(1,397,439 |
) |
|
|
(274,818 |
) |
|
|
(1,672,257 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions |
|
|
257,806 |
|
|
|
|
|
|
|
257,806 |
|
Allocation of 1,485,296 shares of
ConocoPhillips common stock, at fair value |
|
|
|
|
|
|
108,731 |
|
|
|
108,731 |
|
Interest expense |
|
|
|
|
|
|
5,703 |
|
|
|
5,703 |
|
Other deductions |
|
|
58 |
|
|
|
|
|
|
|
58 |
|
Administrative expense |
|
|
954 |
|
|
|
|
|
|
|
954 |
|
|
Total deductions |
|
|
258,818 |
|
|
|
114,434 |
|
|
|
373,252 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interfund and source transfers |
|
|
(10,640 |
) |
|
|
|
|
|
|
(10,640 |
) |
|
Net decrease |
|
|
(1,666,897 |
) |
|
|
(389,252 |
) |
|
|
(2,056,149 |
) |
Net assets available for benefits |
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of year |
|
|
4,561,245 |
|
|
|
622,295 |
|
|
|
5,183,540 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
End of year |
|
$ |
2,894,348 |
|
|
|
$233,043 |
|
|
$ |
3,127,391 |
|
|
Note 7Tax Status
The Plan 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 8Related-Party Transactions
A large portion of the Plans assets is invested in Company Stock. Because ConocoPhillips is the
ultimate parent of the Company, transactions involving Company Stock qualify as related-party
transactions. In addition, certain investments of the Plan are in shares of mutual funds managed
by Vanguard. Because Vanguard is the Plans trustee, these transactions also qualify as
related-party transactions. All of these types of transactions were exempt from the prohibited
transaction rules.
14
Note 9Plan Termination
In the event of termination of the Plan, participants and beneficiaries of deceased participants
would be vested with respect to, and would receive, within a reasonable time, any funds in their
accounts as
of the date of the termination. The unallocated shares that had been acquired by the proceeds to
Loan 2 would be allocated pursuant to applicable legal and contractual requirements.
Note 10Master Trusts
Three investment options of the Plan are held in master trusts and administered under master trust
agreements. These investment options include the SVF, ConocoPhillips Stock Fund, and DuPont Stock
Fund. These investment options provided by the Plan are also available to participants in the
ConocoPhillips Store Savings Plan. Each plans beneficial interest in the master trust funds is
based on that plans 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.
Stable Value Fund
The Plans proportionate share of SVF Master Trust net assets was approximately 99.9% as of
December 31, 2008, and December 31, 2007.
The SVF consists of guaranteed investment contracts (GICs), synthetic investment contracts (SYNs),
and short-term investments. In a traditional GIC, the insurance company uses SVF deposits to
purchase investments that are held in the insurance companys general account. The insurance
company is contractually obligated to repay the principal and a specified rate of interest
guaranteed to the SVF Master Trust. In a SYN contract structure, the underlying investments are
owned by the SVF Master Trust and held in trust for Plan participants. The underlying investments
of the SYNs in the SVF Master Trust consist of CCTs, short-term investments, and U.S. Treasury
notes. The SVF Master Trust purchases a wrapper contract from an insurance company or bank to
provide market and cash flow protection to the Plan. The wrapper contract amortizes the realized
and unrealized gains and losses on the underlying fixed income investments, typically over the
duration of the investment, through adjustments to the future interest crediting rate. The issuer
of the wrapper contract provides assurance that the adjustments to the interest crediting rate do
not result in a future interest crediting rate that is less than zero.
There are no reserves against contract value for credit risk of the contract issuers or otherwise.
The crediting rates for GICs are set at the time of purchase and are fixed for the specified
contract period. The crediting rates for most SYNs are reset monthly or quarterly and are based on
the fair value of the underlying portfolio of assets backing these contracts.
Key factors influencing future interest crediting rates for a wrapper contract include:
|
|
|
the level of market interest rates |
|
|
|
|
the amount and timing of participant contributions, transfers, and withdrawals
into/out of the wrapper contract |
15
|
|
|
the investment returns generated by the fixed income investments that back the
wrapper contract, and |
|
|
|
|
the duration of the underlying investments backing the wrapper contract. |
While there may be slight variations from one wrapper contract to another, the formula for
determining interest crediting rate resets is based on the characteristics of the underlying fixed
income portfolio. Over time, the crediting rate formula amortizes the SVFs realized and
unrealized fair value gains and losses over the duration of the underlying investments. The
resulting gains and losses in the fair value of the underlying investments relative to the wrapper
contract value are represented in the SVF asset values as the Adjustment from fair value to
contract value for fully benefit-responsive investment contracts.
The SVF values as of December 31, 2008, and December 31, 2007, were as follows:
|
|
|
|
|
|
|
|
|
|
|
Thousands of Dollars |
|
December 31 |
|
2008 |
|
|
2007 |
|
SVF, at fair value |
|
|
|
|
|
|
|
|
GICs |
|
$ |
|
|
|
$ |
32,572 |
|
Short-term investments |
|
|
33,298 |
|
|
|
41,147 |
|
SYNs: |
|
|
|
|
|
|
|
|
CCTs |
|
|
1,786,455 |
|
|
|
1,805,831 |
|
Short-term investments |
|
|
156 |
|
|
|
51 |
|
U.S. Treasury notes |
|
|
5,483 |
|
|
|
36,404 |
|
Wrapper contracts |
|
|
2,828 |
|
|
|
|
|
|
Total assets |
|
|
1,828,220 |
|
|
|
1,916,005 |
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
|
|
|
|
|
|
|
Net assets, at fair value |
|
|
1,828,220 |
|
|
|
1,916,005 |
|
|
|
|
|
|
|
|
|
|
Adjustment from fair value to contract value for
fully benefit-responsive investment contracts |
|
|
70,685 |
|
|
|
(16,600 |
) |
|
|
|
|
|
|
|
|
|
|
Net assets |
|
$ |
1,898,905 |
|
|
$ |
1,899,405 |
|
|
|
|
|
|
|
|
|
|
|
Ratio of year-end market value yield to investments, at fair value |
|
|
6.711 |
% |
|
|
5.371 |
% |
|
|
|
|
|
|
|
|
|
Ratio of year-end crediting rate to investments, at fair value |
|
|
4.274 |
% |
|
|
4.994 |
% |
Fair value of GICs are determined using a discounted cash flow method. Based on its duration, the
estimated cash flow of each contract is discounted using a yield curve interpolated from swap rates
and is adjusted for liquidity and credit quality. For those GICs with no stated payment dates, the
projected value at the end of the required days notice period is assumed to pay in full and this
payment is then discounted following the process described above.
16
The CCTs are valued at fair value using the net asset value as determined by the issuer based on
the current values of the underlying assets of such trust. The short-term investment fund is
valued at amortized cost, which approximates fair value. The U.S. Treasury notes are valued at
market price plus accrued interest. The fair value of wrapper contracts is determined by
calculating the present value of excess future wrap fees. When the replacement cost of the wrapper
contract (a re-pricing provided annually by the contract issuer) is
greater than the current wrap fee, the difference is
converted into the implied additional fee payment cash flows for the duration of the holding. The
present value of that cash flow stream is calculated using a swap curve yield that is based on the
duration of the holding, and adjusted for the holdings credit quality rating.
The significant components of the changes in net assets relating to the SVF are as follows:
|
|
|
|
|
|
|
Thousands |
|
|
|
of Dollars |
|
Year Ended December 31, 2008 |
|
|
|
|
Contributions |
|
$ |
54,885 |
|
Interest income (net) |
|
|
84,097 |
|
Interfund transfers in |
|
|
330,238 |
|
Assets transfer-in |
|
|
72,382 |
|
Distributions |
|
|
(231,515 |
) |
Participant loans |
|
|
(3,588 |
) |
Other additions |
|
|
11 |
|
Interfund transfers out |
|
|
(307,010 |
) |
|
Net decrease |
|
|
(500 |
) |
Beginning of year |
|
|
1,899,405 |
|
|
End of year |
|
$ |
1,898,905 |
|
|
In certain circumstances, the amount withdrawn from investment contracts would be payable at fair
value rather than contract value. These events include termination of the Plan, a material adverse
change to the provisions of the Plan, a decision by the administrators of the Plan to withdraw from
an investment contract in order to switch to a different investment provider, or in the event of a
spin-off or sale of a division if the terms of a successor plan do not meet the investment contract
issuers underwriting criteria for issuance of a clone investment contract. However, the events
described above are not probable of occurring in the foreseeable future.
Examples of events that would permit a contract issuer to terminate an investment contract upon
short notice include the Plans loss of its qualified tax status, un-cured material breaches of
responsibilities, or material and adverse changes to the provisions of the Plan. If one of these
occurred, the investment contract issuer could terminate the investment contract at fair value.
The Plan Administrators do not anticipate any of these events are probable of occurrence.
17
The following table sets forth by level, within the fair value hierarchy, the SVF Master Trusts
investment assets at fair value as of December 31, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thousands of Dollars |
|
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
Total |
Short-term investments |
|
$ |
33,454 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
33,454 |
CCTs |
|
|
|
|
|
|
1,786,455 |
|
|
|
|
|
|
|
1,786,455 |
U.S. Treasury notes |
|
|
5,483 |
|
|
|
|
|
|
|
|
|
|
|
5,483 |
Wrapper contracts |
|
|
|
|
|
|
|
|
|
|
2,828 |
|
|
|
2,828 |
|
Total SVF Master
Trust investment
assets at fair value |
|
$ |
38,937 |
|
|
$ |
1,786,455 |
|
|
$ |
2,828 |
|
|
$ |
1,828,220 |
|
Level 3 Gains and Losses
The table below sets forth a summary of changes in the fair value of the SVF Master Trusts level 3
investment assets for the year ended December 31, 2008:
|
|
|
|
|
|
|
|
|
|
Thousands of Dollars |
|
|
Wrapper |
|
|
|
|
contracts |
|
Total |
Balance, beginning of year |
|
$ |
|
|
|
$ |
|
Unrealized gains |
|
|
2,828 |
|
|
|
2,828 |
|
Balance, end of year |
|
$ |
2,828 |
|
|
$ |
2,828 |
|
ConocoPhillips Stock Fund
The ConocoPhillips Stock Fund is comprised of Company Stock held in a master trust, the
ConocoPhillips Stock Fund Master Trust. The Plans proportionate share of ConocoPhillips Stock
Fund Master Trust net assets was approximately 99.9% as of December 31, 2008, and December 31,
2007.
The ConocoPhillips Stock Fund values as of December 31, 2008, and December 31, 2007, were as
follows:
|
|
|
|
|
|
|
|
|
|
|
Thousands of Dollars |
|
At December 31 |
|
2008 |
|
|
2007 |
|
|
|
|
|
|
|
|
|
|
ConocoPhillips Stock Fund |
|
$ |
2,120,997 |
|
|
$ |
3,262,620 |
|
18
The significant components of the changes in net assets relating to the ConocoPhillips Stock Fund
are as follows:
|
|
|
|
|
|
|
Thousands |
|
ConocoPhillips Stock Fund |
|
of Dollars |
|
Year Ended December 31, 2008 |
|
|
|
|
Contributions |
|
$ |
123,121 |
|
Dividend income |
|
|
71,089 |
|
Net depreciation in fair value of Company Stock |
|
|
(1,367,288 |
) |
Interfund transfers in |
|
|
653,209 |
|
Asset transfer-in |
|
|
42,491 |
|
Distributions |
|
|
(183,048 |
) |
Participant loans |
|
|
(21,878 |
) |
Other deductions |
|
|
(767 |
) |
Interfund transfers out |
|
|
(458,552 |
) |
|
Net decrease |
|
|
(1,141,623 |
) |
Beginning of year |
|
|
3,262,620 |
|
|
End of year |
|
$ |
2,120,997 |
|
|
The following table sets forth by level, within the fair value hierarchy, the ConocoPhillips Stock
Fund Master Trusts investment assets at fair value as of December 31, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thousands of Dollars |
|
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
Total |
|
|
| |
|
|
| |
|
|
|
| | | | |
Common stock |
|
$ |
2,120,997 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
2,120,997 |
|
Total
ConocoPhillips
Stock Fund Master
Trust
investment assets
at fair value |
|
$ |
2,120,997 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
2,120,997 |
|
DuPont Stock Fund
The DuPont Stock Fund is comprised of DuPont stock held in a master trust, the DuPont Stock Fund
Master Trust. This option is closed to new investment elections. The Plans proportionate share
of DuPont Stock Fund Master Trust net assets was approximately 99.9% as of December 31, 2008, and
December 31, 2007.
The DuPont Stock Fund values as of December 31, 2008, and December 31, 2007, were as follows:
|
|
|
|
|
|
|
|
|
|
|
Thousands of Dollars |
|
At December 31 |
|
2008 |
|
|
2007 |
|
|
|
|
|
|
|
|
|
|
DuPont Stock Fund |
|
$ |
53,706 |
|
|
$ |
105,273 |
|
19
The significant components of the changes in net assets relating to the DuPont Stock Fund are as
follows:
|
|
|
|
|
|
|
Thousands |
|
|
|
of Dollars |
|
DuPont Stock Fund |
|
|
|
|
Year Ended December 31, 2008 |
|
|
|
|
Dividend income |
|
$ |
3,695 |
|
Other additions |
|
|
5 |
|
Net depreciation in fair value of stock |
|
|
(40,555 |
) |
Distributions |
|
|
(5,522 |
) |
Participant loans |
|
|
(83 |
) |
Other deductions |
|
|
(20 |
) |
Interfund transfers out |
|
|
(9,087 |
) |
|
Net decrease |
|
|
(51,567 |
) |
Beginning of year |
|
|
105,273 |
|
|
End of year |
|
$ |
53,706 |
|
|
The following table sets forth by level, within the fair value hierarchy, the DuPont Stock Fund
Master Trusts investment assets at fair value as of December 31, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thousands of Dollars |
|
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock |
|
$ |
53,706 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
53,706 |
|
Total DuPont Stock
Fund Master Trust
investment assets
at fair value |
|
$ |
53,706 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
53,706 |
|
Note 11Reconciliation of Financial Statements to Form 5500
The following is a reconciliation of net assets available for benefits as of December 31, 2008 and
2007, as reflected in these financial statements, to the amounts reflected in the Plans Form 5500:
|
|
|
|
|
|
|
|
|
|
|
Thousands of Dollars |
|
|
|
2008 |
|
|
2007 |
|
Net assets available for benefits as reported
in the financial statements |
|
$ |
7,388,827 |
|
|
$ |
10,376,042 |
|
Adjustment from contract value to fair value for certain
fully benefit-responsive investment contracts |
|
|
(70,620 |
) |
|
|
16,587 |
|
|
Net assets available for benefits as
reported in the Form 5500 |
|
$ |
7,318,207 |
|
|
$ |
10,392,629 |
|
|
20
The following is a reconciliation of net decrease for the year ended December 31, 2008, as
reflected in these financial statements, to the amounts reflected in the Plans Form 5500:
|
|
|
|
|
|
|
Thousands |
|
|
|
of
Dollars |
|
Year Ended December 31, 2008 |
|
|
|
|
|
|
|
|
|
Net decrease as reported in the financial statements |
|
$ |
(2,987,215 |
) |
Adjustment from contract value to fair value for certain fully
benefit-responsive investment contracts at December 31, 2008 |
|
|
(70,620 |
) |
Reverse adjustment from contract value to fair value for certain
fully benefit-responsive investment contracts at December 31, 2007 |
|
|
(16,587 |
) |
|
Net decrease as reported in the Form 5500 |
|
$ |
(3,074,422 |
) |
|
Note 12Subsequent Event
It is anticipated that the ConocoPhillips Store Savings Plan will be merged into ConocoPhillips
Savings Plan during 2009.
21
|
|
|
|
|
|
Schedule H, Line 4i
Schedule of Assets (Held at End of Year)
|
|
ConocoPhillips Savings Plan
EIN 73-0400345, Plan 022 |
At December 31, 2008
|
|
|
|
|
|
|
|
|
|
(a)(b) |
|
(c) |
|
Thousands of Dollars |
Identity of issue |
|
Description of investment including |
|
(d) |
|
(e) |
borrower, lessor |
|
maturity date, rate of interest, |
|
Historical |
|
Current |
or similar party |
|
collateral, par or maturity value |
|
Cost |
|
Value |
|
|
|
|
|
|
|
|
|
|
* ConocoPhillips
|
|
14,755,584 shares, Leveraged
Stock Fund
|
|
$ |
** |
|
|
$ |
775,889 |
|
|
|
|
|
|
|
|
|
|
* ConocoPhillips
|
|
7,208,150 shares, Loan 2
Suspense
|
|
|
101,815 |
|
|
|
373,385 |
|
|
|
|
|
|
|
|
|
|
Fidelity Investments
|
|
2,553,995 units, Fidelity
Low-Priced Stock Fund
|
|
|
** |
|
|
|
59,048 |
|
|
|
|
|
|
|
|
|
|
Fidelity Investments
|
|
1,322,869 units, Fidelity
Magellan Fund
|
|
|
** |
|
|
|
60,667 |
|
|
|
|
|
|
|
|
|
|
PIMCO Funds
|
|
5,736,770 units, PIMCO Total
Return Fund Administrative
Class
|
|
|
** |
|
|
|
58,171 |
|
|
|
|
|
|
|
|
|
|
Dodge & Cox
|
|
158,586 units, Dodge & Cox
Stock Fund
|
|
|
** |
|
|
|
11,794 |
|
|
|
|
|
|
|
|
|
|
Hartford
|
|
328,703 units, Hartford Growth
|
|
|
** |
|
|
|
3,774 |
|
|
|
|
|
|
|
|
|
|
Ivy
|
|
511,742 units, Ivy Small Cap
Growth Fund
|
|
|
** |
|
|
|
4,155 |
|
|
|
|
|
|
|
|
|
|
Rice Hall James
|
|
819,797 units, Rice Hall James
Micro Cap
|
|
|
** |
|
|
|
8,518 |
|
|
|
|
|
|
|
|
|
|
Templeton
|
|
1,034,338 units, Templeton
Instl Foreign Equity
|
|
|
** |
|
|
|
15,329 |
|
* The Vanguard Group
|
|
3,392,391 units, Vanguard 500
Index Signal Fund
|
|
|
** |
|
|
|
232,854 |
|
|
|
|
|
|
|
|
|
|
|
|
698,366 units, Vanguard Asset
Allocation Fund
|
|
|
** |
|
|
|
12,990 |
22
|
|
|
|
Schedule H, Line 4i
|
|
ConocoPhillips Savings Plan |
Schedule of Assets (Held at End of Year)
|
|
EIN 73-0400345, Plan 022 |
At December 31, 2008
|
|
|
|
|
|
|
|
|
|
|
(a)(b) |
|
(c) |
|
Thousands of Dollars |
Identity of issue |
|
Description of investment including |
|
(d) |
|
(e) |
borrower, lessor |
|
maturity date, rate of interest, |
|
Historical |
|
Current |
or similar party |
|
collateral, par or maturity value |
|
Cost |
|
Value |
|
|
|
|
|
|
|
|
|
|
|
* The Vanguard
Group
|
|
1,769,014 units,
Vanguard Balanced
Index Signal Fund
|
|
|
**
|
|
|
|
29,047 |
|
|
|
1,107,996 units,
Vanguard Explorer
Fund
|
|
|
**
|
|
|
|
46,680 |
|
|
|
1,594,356 units,
Vanguard Extended
Market Index Signal
Fund
|
|
|
**
|
|
|
|
32,908 |
|
|
|
819,902 units,
Vanguard Growth
Index Signal Fund
|
|
|
**
|
|
|
|
15,414 |
|
|
|
6,149,048 units,
Vanguard
Inflation-Protected
Securities Fund
|
|
|
**
|
|
|
|
70,837 |
|
|
|
5,079,614 units,
Vanguard
International Growth
Fund
|
|
|
**
|
|
|
|
61,971 |
|
|
|
3,807,041 units,
Vanguard
International Value
Fund
|
|
|
**
|
|
|
|
89,199 |
|
|
|
1,638,692 units,
Vanguard
LifeStrategy
Conservative
Growth Fund
|
|
|
**
|
|
|
|
21,795 |
|
|
|
2,459,714 units,
Vanguard
LifeStrategy Growth
Fund
|
|
|
**
|
|
|
|
39,355 |
|
|
|
1,358,422 units,
Vanguard
LifeStrategy Income
Fund
|
|
|
**
|
|
|
|
16,613 |
|
|
|
4,803,871 units,
Vanguard
LifeStrategy
Moderate Growth Fund
|
|
|
**
|
|
|
|
72,442 |
23
|
|
|
|
Schedule H, Line 4i
|
|
ConocoPhillips Savings Plan |
Schedule of Assets (Held at End of Year)
|
|
EIN 73-0400345, Plan 022 |
At December 31, 2008
|
|
|
|
|
|
|
|
|
(a)(b) |
|
(c) |
|
Thousands of Dollars |
Identity of issue |
|
Description of investment including |
|
(d) |
|
(e) |
borrower, lessor |
|
maturity date, rate of interest, |
|
Historical |
|
Current |
or similar party |
|
collateral, par or maturity value |
|
Cost |
|
Value |
|
|
|
|
|
|
|
|
|
* The Vanguard Group
|
|
6,354,710 units, Vanguard
Long-Term Treasury Fund
|
|
**
|
|
|
85,026 |
|
|
|
3,376,633 units, Vanguard
Mid-Cap Index Signal Fund
|
|
**
|
|
|
57,031 |
|
|
|
1,793,565 units, Vanguard Morgan
Growth Fund
|
|
**
|
|
|
20,267 |
|
|
|
284,541,861 units, Vanguard
Prime Money Market Fund
|
|
**
|
|
|
284,542 |
|
|
|
4,076,284 units, Vanguard
PRIMECAP Fund
|
|
**
|
|
|
181,558 |
|
|
|
3,316,737 units, Vanguard
Small-Cap Growth Index Fund
|
|
**
|
|
|
39,469 |
|
|
|
3,951,537 units, Vanguard
Small-Cap Value Index Fund
|
|
**
|
|
|
40,345 |
|
|
|
16,499,237 units, Vanguard
Total Bond Market Signal Index
Fund
|
|
**
|
|
|
167,962 |
|
|
|
|
6,599,883 units, Vanguard Total
International Stock Index Fund
|
|
**
|
|
|
71,213 |
|
|
|
2,096,184 units, Vanguard Total
Stock Market Index Signal Fund
|
|
**
|
|
|
44,103 |
|
|
|
1,327,559 units, Vanguard Value
Index Signal Fund
|
|
**
|
|
|
22,210 |
|
|
|
4,666,558 units, Vanguard
Wellington Fund
|
|
**
|
|
|
114,004 |
24
|
|
|
|
Schedule H, Line 4i
|
|
ConocoPhillips Savings Plan |
Schedule of Assets (Held at End of Year)
|
|
EIN 73-0400345, Plan 022 |
At December 31, 2008
|
|
|
|
|
|
|
|
|
(a)(b) |
|
(c) |
|
Thousands of Dollars |
Identity of issue |
|
Description of investment including |
|
(d) |
|
(e) |
borrower, lessor |
|
maturity date, rate of interest, |
|
Historical |
|
Current |
or similar party |
|
collateral, par or maturity value |
|
Cost |
|
Value |
|
|
|
|
|
|
|
|
|
* The Vanguard
Group
|
|
4,895,900 units, Vanguard Windsor II
Fund
|
|
**
|
|
|
93,561 |
|
|
|
4,495 units, Vanguard Target
Retirement 2005
|
|
**
|
|
|
44 |
|
|
|
306,868 units, Vanguard Target
Retirement 2015
|
|
**
|
|
|
2,931 |
|
|
|
182,313 units, Vanguard Target
Retirement 2025
|
|
**
|
|
|
1,690 |
|
|
|
62,402 units, Vanguard Target
Retirement 2035
|
|
**
|
|
|
577 |
|
|
|
47,157 units, Vanguard Target
Retirement 2045
|
|
**
|
|
|
451 |
|
|
|
138,148 units, Vanguard Target
Retirement 2010
|
|
**
|
|
|
2,433 |
|
|
|
69,653 units, Vanguard Target
Retirement 2020
|
|
**
|
|
|
1,154 |
|
|
|
38,826 units, Vanguard Target
Retirement 2030
|
|
**
|
|
|
603 |
|
|
|
18,159 units, Vanguard Target
Retirement 2040
|
|
**
|
|
|
275 |
|
|
|
16,501 units, Vanguard Target
Retirement 2050
|
|
**
|
|
|
250 |
|
|
|
268,027 units, Vanguard Target
Retirement Income
|
|
**
|
|
|
2,552 |
25
|
|
|
|
|
|
Schedule H, Line 4i
|
|
ConocoPhillips Savings Plan |
Schedule of Assets (Held at End of Year)
|
|
EIN 73-0400345, Plan 022 |
At December 31, 2008
|
|
|
|
|
|
|
|
(a)(b) |
|
(c) |
|
Thousands of Dollars |
Identity of issue |
|
Description of investment including |
|
(d) |
|
(e) |
borrower, lessor |
|
maturity date, rate of interest, |
|
Historical |
|
Current |
or similar party |
|
collateral, par or maturity value |
|
Cost |
|
Value |
|
|
|
|
|
|
|
|
* The Vanguard Group
|
|
437,957 units, Vanguard
Balanced Index Instl
|
|
**
|
|
|
7,270 |
|
|
|
|
|
|
|
|
|
|
197,440 units, Vanguard
Institutional Index
|
|
**
|
|
|
16,297 |
|
|
|
|
|
|
|
|
* Participants
|
|
Loans to Plan participants,
Interest rates ranging from 4.0%
to 9.5%
|
|
|
|
|
89,234 |
|
|
|
|
|
|
|
|
* The Vanguard Group
|
|
Vanguard Prime
Money Market Loan 2
|
|
117
|
|
|
117 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
3,460,004 |
|
|
|
|
|
* |
|
Party-in-interest |
|
** |
|
Historical cost information is not required for participant-directed investments. |
26
|
|
|
Exhibit Index
|
|
ConocoPhillips Savings Plan |
|
|
EIN 73-0400345, Plan 022 |
|
|
|
Exhibit |
|
|
Number |
|
Description |
|
|
|
23
|
|
Consent of Independent Registered Public Accounting Firm |
27