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, 2006
OR
[ ] 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)
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 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.
CONOCOPHILLIPS SAVINGS PLAN
/s/ J. W. Sheets
----------------------------------------
J. W. Sheets
Plan Financial Administrator
June 19, 2007
1
--------------------------------------------------------------------------------
INDEX TO FINANCIAL STATEMENTS AND SCHEDULE CONOCOPHILLIPS SAVINGS PLAN
Page
----
Report of Independent Registered Public Accounting Firm ................. 3
Financial Statements
Statements of Net Assets Available for Benefits at December 31, 2006
and 2005 .......................................................... 4
Statement of Changes in Net Assets Available for Benefits for the Year
Ended December 31, 2006 ........................................... 5
Notes to Financial Statements ........................................ 6
Supplemental Schedule
Schedule of Assets (Held at End of Year) as of December 31, 2006,
Schedule H, Line 4i ............................................... 22
Exhibit Index ........................................................... 25
--------------------------------------------------------------------------------
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, 2006 and 2005, and the related
statement of changes in net assets available for benefits for the year ended
December 31, 2006. 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 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 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, 2006 and 2005, and the changes in its net assets available for
benefits for the year ended December 31, 2006, 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, 2006, 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 19, 2007
3
--------------------------------------------------------------------------------
STATEMENTS OF NET ASSETS CONOCOPHILLIPS
AVAILABLE FOR BENEFITS SAVINGS PLAN
Thousands of Dollars
-----------------------
At December 31 2006 2005
---------- ----------
ASSETS
Investments
Plan interest in Master Trusts:
Stable Value Fund $1,947,660 $1,962,834
ConocoPhillips Stock Fund 2,847,890 2,377,061
DuPont Stock Fund 135,983 146,941
Leveraged Stock Fund 1,110,233 929,748
Loan 2 Suspense 755,469 689,052
Insurance contract 5 8
Mutual funds 2,629,149 2,151,984
Vanguard Prime Money Market - Loan 2 106 83
Loans to Plan participants 79,095 76,319
---------- ----------
Total investments, at fair value 9,505,590 8,334,030
Active employee deposits receivable 1,353 442
Company contributions receivable 154 61
---------- ----------
Total assets 9,507,097 8,334,533
---------- ----------
LIABILITIES
Securities acquisition loans 203,400 229,050
Interest payable 862 797
---------- ----------
Total liabilities 204,262 229,847
---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS, AT FAIR VALUE 9,302,835 8,104,686
Adjustment from fair value to contract value for fully
benefit-responsive investment contracts 24,752 14,225
---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS, AT CONTRACT VALUE $9,327,587 $8,118,911
========== ==========
See Notes to Financial Statements.
4
--------------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET CONOCOPHILLIPS SAVINGS PLAN
ASSETS AVAILABLE FOR BENEFITS
Thousands
Year Ended December 31, 2006 of Dollars
----------
ADDITIONS
Company contributions
Company matching - cash $ 19,315
Basic allocation - stock 132,192
Active employee deposits 179,881
Rollovers 54,982
----------
Total contributions 386,370
----------
Investment income
Dividends and interest 177,796
Interest, participant loans 4,387
Plan interest in Master Trusts
Stable Value Fund 93,025
ConocoPhillips Stock Fund 651,185
DuPont Stock Fund 22,153
Net appreciation in fair value of investments 510,247
----------
Total investment income 1,458,793
----------
Other additions 2,513
----------
Total additions 1,847,676
----------
DEDUCTIONS
Distributions to participants or their beneficiaries 626,158
Interest expense 11,806
Administrative expenses 1,015
Other deductions 21
----------
Total deductions 639,000
----------
NET INCREASE 1,208,676
NET ASSETS AVAILABLE FOR BENEFITS
Beginning of year 8,118,911
----------
End of year $9,327,587
==========
See Notes to Financial Statements.
5
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS CONOCOPHILLIPS SAVINGS PLAN
NOTE 1--PLAN 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 Plan's 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.
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 Plan mergers that occurred subsequent to this merger
were not material in terms of the number of participants involved and the impact
to Plan provisions. See Note 10 regarding a subsequent Burlington Resources,
Inc. plan merger occurring after the reporting period.
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
6
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.
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 employee's 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
2006.
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 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 2006, 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 2006, the Company used the CBT to contribute 1,921,688 shares of stock
to the Plan. The fair value of the CBT shares was approximately $132 million,
and these shares were invested in the ConocoPhillips Stock Fund.
7
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 $20.9
million in dividends on allocated shares to make loan payments and allocated
325,430 shares in dividend replacement allocations to participants' accounts in
2006. The fair value of the allocated dividend replacement shares was
approximately $21 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.
PARTICIPANT ACCOUNTS
Each participant's 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
participant's 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
8
existing account and future contribution allocations or a rebalancing of the
participant's 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, 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 59 1/2, 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 participant's 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.
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 participant's 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.
9
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, units of common
collective trusts (CCTs), and U.S. Treasury notes. The trustee for the SVF 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. 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 2--SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The Plan's 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.
RECENT ACCOUNTING PRONOUNCEMENTS
In December 2005, the Financial Accounting Standards Board (FASB) issued FASB
Staff Position 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). The FSP defines the circumstances in which an investment
contract is considered fully benefit-responsive, and provides certain reporting
and disclosure requirements for fully benefit-responsive investment contracts in
defined contribution health and welfare and pension plans. The financial
statement presentation and disclosure provisions of the FSP are effective for
financial
10
statements issued for annual periods ending after December 15, 2006, and are
required to be applied retroactively to all prior periods presented for
comparative purposes. The Plan has adopted the provisions of the FSP at December
31, 2006.
As required by the FSP, investments in the accompanying Statements of Net Assets
Available for Benefits include fully benefit-responsive investment contracts
recognized at fair value. AICPA Statement of Position 94-4-1, Reporting of
Investment Contracts Held by Health and Welfare Benefit Plans and Defined
Contribution Pension Plans, as amended, requires fully benefit-responsive
investment contracts to be reported at fair value in the Plan's Statement of Net
Assets Available for Benefits with a corresponding adjustment to reflect these
investments at contract value. The requirements of the FSP have been applied
retroactively to the Statement of Net Assets Available for Benefits as of
December 31, 2005, presented for comparative purposes. Adoption of the FSP had
no effect on the Statement of Changes in Net Assets Available for Benefits for
any period presented.
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. Actual results could differ from those estimates.
NOTE 3--SECURITIES 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 1,018,116 Loan 2 suspense shares in
2006 for semiannual allocations to participants' accounts. The fair value of the
Loan 2 shares used in the semiannual allocations was approximately $70 million.
At December 31, 2006 and 2005, the fair value of unallocated shares was $755
million and $689 million, respectively. There were no other unallocated assets
at December 31, 2006, and December 31, 2005.
Loan 2 extends through the year 2015. Due to loan prepayments, the first
required payment is currently scheduled to be in 2012.
11
The outstanding balance of Loan 2 at December 31, 2006, was $203 million and at
December 31, 2005 was $229 million. Loan 2 prepayments totaled $26 million in
2006. Loan 2 provides for variable interest rates. The rates were 5.65% and
4.78% at December 31, 2006 and 2005, 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.
The Loan 2 carrying amount approximates fair value.
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.
NOTE 4--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 assets in the SVF include investment contracts and a
short-term investment fund. The investment contracts are backed by fixed income
instruments, units of CCTs, and assets in an insurance company's general or
separate account. The investment contracts are fully benefit-responsive, and, as
required by the FSP, are valued at fair value and then adjusted to contract
value which represents contributions, plus interest credited, less distributions
and expenses. The short-term investment fund is valued at amortized cost, which
approximates fair value. (See Note 9 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
12
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, 2006, and 2005, are as follows:
Thousands of Dollars
-----------------------
At December 31 2006 2005
---------- ----------
Plan interest in Master Trusts:
Stable Value Fund $1,947,660 $1,962,834
ConocoPhillips Stock Fund 2,847,890 2,377,061
Leveraged Stock Fund 1,110,233 929,748
Loan 2 Suspense 755,469 689,052
NET APPRECIATION
During 2006, the Plan's investments (including gains and losses on investments
bought and sold, as well as held during the year) appreciated in value as
follows:
Thousands
of Dollars
----------
ConocoPhillips Common Stock $356,973
Mutual funds 153,274
--------
Net appreciation in fair value of investments $510,247
========
NOTE 5--EMPLOYEE STOCK OWNERSHIP PLAN (ESOP)
Effective January 1, 2006, 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).
Prior to January 1, 2006, a portion of the shares held in the ConocoPhillips
Stock Fund was excluded from the ESOP. The ESOP portion of the ConocoPhillips
Stock Fund during that time included only those shares relating to dividends on
leveraged shares, certain Company contributions, and annual sweeps of shares
from non-ESOP sources to ESOP sources. Non-ESOP sources in the ConocoPhillips
Stock Fund totaling approximately $682 million at December 31, 2005 were
converted to ESOP sources on January 1, 2006, and are included as intrafund and
source transfers in the changes in net assets schedule below.
13
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, 2006 December 31, 2005
------------------------------------- -------------------------------------
ALLOCATED UNALLOCATED TOTAL Allocated Unallocated Total
---------- ----------- ---------- ---------- ----------- ----------
ASSETS
COP Stock ESOP -
Master Trust $2,847,890 $ -- $2,847,890 $1,694,568 $ -- $1,694,568
Leveraged Stock 1,110,233 -- 1,110,233 929,748 -- 929,748
Loan 2 Suspense -- 755,469 755,469 -- 689,052 689,052
Vang Prime MM Loan 2 -- 106 106 -- 83 83
---------- -------- ---------- ---------- -------- ----------
Total assets 3,958,123 755,575 4,713,698 2,624,316 689,135 3,313,451
---------- -------- ---------- ---------- -------- ----------
LIABILITIES
Securities loan -- 203,400 203,400 -- 229,050 229,050
Interest payable -- 862 862 -- 797 797
---------- -------- ---------- ---------- -------- ----------
Total liabilities -- 204,262 204,262 -- 229,847 229,847
---------- -------- ---------- ---------- -------- ----------
NET ASSETS AVAILABLE
FOR BENEFITS $3,958,123 $551,313 $4,509,436 $2,624,316 $459,288 $3,083,604
========== ======== ========== ========== ======== ==========
Changes in net assets during Year Ended December 31, 2006:
THOUSANDS OF DOLLARS
-------------------------------------
ALLOCATED UNALLOCATED TOTAL
---------- ----------- ----------
Company matching - cash $ 7,810 $ -- $ 7,810
Basic allocation - stock 132,192 -- 132,192
Active employee deposits 81,372 -- 81,372
Allocation of 1,018,116 shares of
ConocoPhillips common stock, at fair value 70,017 -- 70,017
Dividends and interest 21,228 16,536 37,764
Interest in Master Trust - COP Stock ESOP 651,185 -- 651,185
Net appreciation in fair value of investments 199,661 157,312 356,973
---------- -------- ----------
Total additions 1,163,465 173,848 1,337,313
Distributions 222,837 -- 222,837
Allocation of 1,018,116 shares of
ConocoPhillips common stock, at fair value -- 70,017 70,017
Interest expense -- 11,806 11,806
Administrative expense 907 -- 907
Other deductions 1 -- 1
---------- -------- ----------
Total deductions 223,745 81,823 305,568
Intrafund and source transfers 394,087 -- 394,087
---------- -------- ----------
NET INCREASE 1,333,807 92,025 1,425,832
NET ASSETS AVAILABLE FOR BENEFITS
Beginning of year 2,624,316 459,288 3,083,604
---------- -------- ----------
End of year $3,958,123 $551,313 $4,509,436
========== ======== ==========
NOTE 6--TAX 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
14
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 7--RELATED-PARTY TRANSACTIONS
A large portion of the Plan's assets is invested in Company Stock. Because
ConocoPhillips is the 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 Plan's trustee, these transactions also qualify as related-party
transactions. All of these types of transactions were exempt from the prohibited
transaction rules.
NOTE 8--PLAN 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 9--MASTER 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. The SVF, ConocoPhillips Stock
Fund, and DuPont Stock Fund options provided by the Plan are also available to
participants in the ConocoPhillips Store Savings Plan. Each plan's beneficial
interest in the 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.
STABLE VALUE FUND
The Plan's proportionate share of SVF master trust net assets was approximately
99.9% as of December 31, 2006, and December 31, 2005.
The SVF consists of guaranteed investment contracts (GICs), separate account
guaranteed investment contracts (SAGICs), synthetic GIC contracts (SYNs), and
short-term investments and cash. In a traditional GIC, the insurance company
uses SVF deposits to purchase investments that are held in the insurance
company's general account. The insurance company is contractually obligated to
repay
15
the principal and a specified rate of interest guaranteed to the SVF master
trust. In a SAGIC, the investments are backed by the assets of an insurance
company's separate account rather than its general account, and are held for the
exclusive benefit of the plans participating in the separate account. 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 SAGICs and 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
- 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 SVF's 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."
16
The SVF values as of December 31, 2006, and December 31, 2005, were as follows:
Thousands of Dollars
-----------------------
At December 31 2006 2005
---------- ----------
SVF, at fair value
GICs $ 95,467 $ 115,449
SAGICs 14,835 112,725
CCTs -- 70,350
Short-term investments 58,631 13,918
SYNs:
CCTs 1,744,369 1,597,431
Short-term investments 612 51
U.S. Treasury notes 35,323 54,564
Wrapper contracts 42 21
---------- ----------
Total assets 1,949,279 1,964,509
Total liabilities -- --
---------- ----------
Net assets, at fair value 1,949,279 1,964,509
Adjustment from fair value to
contract value for fully
benefit-responsive
investment contracts 24,772 14,238
---------- ----------
Net assets, at contract value $1,974,051 $1,978,747
========== ==========
Ratio of year-end market
value yield to investments,
at fair value 5.134% 4.980%
Ratio of year-end crediting
rate to investments, at
fair value 5.118% 4.947%
Fair value of GICs and SAGICs is 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 and SAGICs 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.
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
17
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 holding's 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, 2006
Contributions $ 50,270
Interest income (net) 93,119
Asset transfers in 254,130
Other additions 2,356
Distributions (225,622)
Participant loans (3,557)
Other deductions (8)
Asset transfers out (175,384)
----------
Net decrease (4,696)
Beginning of year 1,978,747
----------
End of year $1,974,051
==========
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 issuer's 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 Plan's loss of a 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 the events are probable of occurrence.
18
CONOCOPHILLIPS STOCK FUND
The ConocoPhillips Stock Fund is comprised of Company Stock held in a master
trust, the ConocoPhillips Stock Fund Master Trust. The Plan's proportionate
share of ConocoPhillips Stock Fund master trust net assets was approximately
99.9% as of December 31, 2006, and December 31, 2005.
The ConocoPhillips Stock Fund values as of December 31, 2006, and December 31,
2005, were as follows:
Thousands of Dollars
-----------------------
At December 31 2006 2005
---------- ----------
ConocoPhillips Stock Fund $2,851,509 $2,380,454
---------- ----------
End of year $2,851,509 $2,380,454
========== ==========
The significant components of the changes in net assets relating to the
ConocoPhillips Stock Fund are as follows:
Thousands
of Dollars
----------
ConocoPhillips Stock Fund
Year Ended December 31, 2006
Contributions $ 109,390
Dividend income 61,479
Net appreciation in fair value of Company Stock 590,560
Asset transfers in 344,453
Distributions (161,240)
Participant loans (20,713)
Other deductions (680)
Asset transfers out (452,194)
----------
Net increase 471,055
Beginning of year 2,380,454
----------
End of year $2,851,509
==========
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 Plan's proportionate share of DuPont Stock Fund master trust net
assets was approximately 99.9% as of December 31, 2006, and December 31, 2005.
The DuPont Stock Fund values as of December 31, 2006, and December 31, 2005,
were as follows:
Thousands of Dollars
--------------------
At December 31 2006 2005
-------- --------
DuPont Stock Fund $136,055 $147,012
-------- --------
End of year $136,055 $147,012
======== ========
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, 2006
Dividend income $ 4,576
Net appreciation in fair value of stock 17,588
Other additions 9
Distributions (9,515)
Participant loans (249)
Other deductions (33)
Asset transfers out (23,333)
--------
Net decrease (10,957)
Beginning of year 147,012
--------
End of year $136,055
========
NOTE 10--RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits as of
December 31, 2006 and 2005, as reflected in these financial statements, to the
amounts reflected in the Plan's Form 5500:
Thousands of Dollars
-----------------------
2006 2005
---------- ----------
Net assets available for benefits as
reported in the financial statements $9,327,587 $8,118,911
Less: Adjustment from fair value to
contract value for certain fully
benefit-responsive investment contracts (24,752) --
---------- ----------
Net assets available for benefits
as reported in the Form 5500 $9,302,835 $8,118,911
========== ==========
The following is a reconciliation of net increase for the year ended December
31, 2006, as reflected in these financial statements, to the amounts reflected
in the Plan's Form 5500:
Thousands
of Dollars
----------
Year Ended December 31, 2006
Net increase as reported in the
financial statements $1,208,676
Less: Adjustment from fair value to
contract value for certain fully
benefit-responsive investment contracts
at December 31, 2006 (24,752)
----------
Net increase as reported
in the Form 5500 $1,183,924
==========
20
NOTE 11--BURLINGTON RESOURCES, INC. ACQUISITION
On March 31, 2006, ConocoPhillips completed the acquisition of Burlington
Resources Inc., following approval of the merger by Burlington's stockholders.
The Company intends to merge the assets of the Burlington Resources Inc.
Retirement Savings Plan (RSP) into the Plan at some point. The effective date
has not yet been determined; however, the RSP assets will not be merged into the
Plan prior to January 1, 2008.
21
-------------------------------------------------------------------------------
SCHEDULE OF ASSETS (HELD AT END OF YEAR) CONOCOPHILLIPS SAVINGS PLAN
SCHEDULE H, LINE 4I EIN 73-0400345, PLAN 022
At December 31, 2006
(c) Thousands of Dollars
(a)(b) Description of investment -----------------------
Identity of issue, including maturity date, (d) (e)
borrower, lessor rate of interest, collateral, Historical Current
or similar party par or maturity value Cost Value
------------------ ------------------------------- ---------- ----------
ConocoPhillips* 13,942,388 shares,
Leveraged Stock Fund $ ** $1,110,233
ConocoPhillips* 10,499,837 shares,
Loan 2 Suspense 148,310 755,469
Fidelity 3,080,820 units, Fidelity
Investments Low-Priced Stock Fund ** 134,139
Fidelity 1,229,425 units, Fidelity
Investments Magellan Fund ** 110,058
PIMCO Funds 2,791,567 units, PIMCO Total
Return Fund - Administrative
Class ** 28,976
The Vanguard 2,810,649 units, Vanguard
Group* 500 Index Fund ** 367,043
538,291 units, Vanguard
Asset Allocation Fund ** 15,492
1,659,006 units, Vanguard
Balanced Index Fund ** 35,436
1,246,289 units, Vanguard
Explorer Fund ** 93,110
1,463,321 units, Vanguard
Extended Market Index Fund ** 56,601
607,173 units, Vanguard
Growth Index Fund ** 18,076
3,311,895 units, Vanguard
Inflation-Protected
Securities Fund ** 39,014
3,406,904 units, Vanguard
International Growth Fund ** 81,289
22
-------------------------------------------------------------------------------
SCHEDULE OF ASSETS (HELD AT END OF YEAR) CONOCOPHILLIPS SAVINGS PLAN
SCHEDULE H, LINE 4I EIN 73-0400345, PLAN 022
At December 31, 2006
(c) Thousands of Dollars
(a)(b) Description of investment -----------------------
Identity of issue, including maturity date, (d) (e)
borrower, lessor rate of interest, collateral, Historical Current
or similar party par or maturity value Cost Value
------------------ ------------------------------- ---------- ----------
The Vanguard 3,752,451 units, Vanguard
Group* International Value Fund ** 151,374
1,155,316 units, Vanguard
LifeStrategy Conservative
Growth Fund ** 19,167
1,929,684 units, Vanguard
LifeStrategy Growth Fund ** 46,062
992,032 units, Vanguard
LifeStrategy Income Fund ** 13,819
5,275,654 units, Vanguard
LifeStrategy Moderate
Growth Fund ** 107,412
3,364,151 units, Vanguard
Long-Term Treasury Fund ** 37,443
4,792,674 units, Vanguard
Mid-Cap Index Fund ** 94,799
1,338,378 units, Vanguard
Morgan Growth Fund ** 25,416
230,542,168 units, Vanguard
Prime Money Market Fund ** 230,542
3,703,037 units, Vanguard
PRIMECAP Fund ** 255,324
2,628,822 units, Vanguard
Small-Cap Growth Index Fund ** 48,213
4,729,789 units, Vanguard
Small-Cap Value Index Fund ** 80,643
9,819,794 units, Vanguard
Total Bond Market Index Fund ** 98,100
4,078,599 units, Vanguard
Total International Stock
Index Fund ** 72,069
23
-------------------------------------------------------------------------------
SCHEDULE OF ASSETS (HELD AT END OF YEAR) CONOCOPHILLIPS SAVINGS PLAN
SCHEDULE H, LINE 4I EIN 73-0400345, PLAN 022
At December 31, 2006
(c) Thousands of Dollars
(a)(b) Description of investment -----------------------
Identity of issue, including maturity date, (d) (e)
borrower, lessor rate of interest, collateral, Historical Current
or similar party par or maturity value Cost Value
------------------ ------------------------------- ---------- ----------
The Vanguard 1,199,470 units, Vanguard
Group* Total Stock Market Index
Fund ** 40,890
1,614,383 units, Vanguard
Value Index Fund ** 42,910
4,033,809 units, Vanguard
Wellington Fund ** 130,816
4,458,005 units, Vanguard
Windsor II Fund ** 154,916
Participants* Loans to Plan participants,
Interest rates ranging
from 4.0% to 10.0% -- 79,095
The Vanguard Vanguard Prime Money Market -
Group* Loan 2 106 106
Travelers Insurance contract GR-1966A,
Insurance Deferred settlement account ** 5
----------
$4,574,057
==========
* Party-in-interest
** Historical cost information is not required for participant-directed
investments.
24
-------------------------------------------------------------------------------
EXHIBIT INDEX CONOCOPHILLIPS SAVINGS PLAN
EIN 73-0400345, PLAN 022
EXHIBIT
NUMBER DESCRIPTION
------- ---------------------------------------------------------
23 Consent of Independent Registered Public Accounting Firm
25