============================================================
Securities and Exchange Commission
Washington, DC 20549
Form 11-K
Annual Report
Pursuant To Section 15(d) Of The
Securities And Exchange Act Of 1934
For The Fiscal Year Ended September 30, 2001
SAVINGS AND INVESTMENT PLAN
OF E. I. DU PONT DE NEMOURS AND COMPANY
(Full title of plan)
E. I. DU PONT DE NEMOURS AND COMPANY
1007 Market Street
Wilmington, Delaware 19898
(Name and address of principal executive office of issuer)
============================================================
-1-
Savings and Investment Plan
of E. I. du Pont de Nemours and Company
Index to Financial Statements and Supplemental Schedule
-------------------------------------------------------------------------------------------------------------------
Page(s)
Report of Independent Accountants 4
Financial Statements
Statements of Net Assets Available for Benefits as of September 30, 2001 and 2000 5
Statements of Changes in Net Assets Available for Benefits for the years ended
September 30, 2001 and 2000 6
Notes to Financial Statements 7 - 13
Supplemental Schedule*
Schedule I: Schedule of Assets (Held at End of Year) 15
* Other supplemental schedules required by Section 2520.103-10 of the
Department of Labor Rules and Regulations for Reporting and Disclosure under
ERISA have been omitted because they are not applicable.
-2-
Signatures
Pursuant to the requirements of the Securities and Exchange Act of 1934, E. I.
du Pont de Nemours and Company has duly caused the Annual Report to be signed by
the undersigned hereunto duly authorized.
Savings and Investment Plan
of E. I. du Pont de Nemours and Company
Dated: March 18, 2002
By: /s/ M. Regina Lee
------------------
M. Regina Lee
Director - People Managing Processes
-3-
Report of Independent Accountants
To the Administrator and Participants
of the Savings and Investment Plan of E. I. du Pont de Nemours and Company
In our opinion, the accompanying statements of net assets available for benefits
and the related statements of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the Savings and Investment Plan of E. I. du Pont de Nemours and Company (the
"Plan") at September 30, 2001 and 2000, and the changes in net assets available
for benefits for the years then ended in conformity with accounting principles
generally accepted in the United States of America. 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 of these statements in accordance with auditing standards
generally accepted in the United States of America, which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental Schedule of Assets (Held
at End of Year) is presented for the purpose of additional analysis and is not a
required part of the basic 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
the audits of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
PricewaterhouseCoopers LLP
Philadelphia, PA
February 27, 2002
-4-
Savings and Investment Plan
of E. I. du Pont de Nemours and Company
Statements of Net Assets Available for Benefits
September 30, 2001 and 2000
--------------------------------------------------------------------------------
September 30,
==========================================
2001 2000
---------------- -----------------
Assets:
Investments:
Plan interest in DuPont and Related Companies
Defined Contribution Plan Master Trust $ 5,325,147,348 $ 5,208,787,711
Company Stock Funds 1,131,978,666 1,298,746,547
Mutual Funds 1,664,356,580 2,597,374,478
Common/Collective Funds 691,509,908 975,248,107
Cash and Cash Equivalents 5,388,444 11,268,458
Participant Loans 139,233,727 158,227,282
---------------- ----------------
Total investments 8,957,614,673 10,249,652,583
Receivables:
Due from E. I. du Pont de Nemours and Company 29,599,373 31,192,637
---------------- ----------------
Total receivables 29,599,373 31,192,637
---------------- ----------------
Net assets available for benefits $ 8,987,214,046 $ 10,280,845,220
================ ================
The accompanying notes are an integral part of these
financial statements.
-5-
Savings and Investment Plan
of E. I. du Pont de Nemours and Company
Statement of Changes
In Net Assets Available for Benefits
For the Years Ended September 30, 2001 and 2000
--------------------------------------------------------------------------------
Years Ended September 30,
========================================
2001 2000
--------------- ---------------
Additions:
Investment income:
Interest $ 349,097,397 $ 361,162,149
Dividends 202,111,808 200,824,299
Net depreciation in fair
market value investments (1,441,546,758) (185,663,226)
--------------- ---------------
Total Investment (Loss) Income (890,337,553) 376,323,222
Contributions:
DuPont Company's Contributions (Net of
Forfeitures Applied of $344,426
and $273,062 in 2001 and 2000) 71,200,919 67,631,978
Participant Contributions 250,887,498 250,100,866
Rollovers/Trust to Trust Transfers 55,179,288 49,452,800
--------------- ---------------
Total Contributions 377,267,705 367,185,644
--------------- ---------------
Total Additions (513,069,848) 743,508,866
Deductions:
Withdrawals (758,418,530) (925,203,935)
Assets Transferred Out, Net (22,142,796) (1,394,347)
--------------- ---------------
Total Deductions (780,561,326) (926,598,282)
--------------- ---------------
Net Decrease (1,293,631,174) (183,089,416)
Net assets available for benefits:
Beginning of year 10,280,845,220 10,463,934,636
--------------- ---------------
End of year $ 8,987,214,046 $10,280,845,220
=============== ===============
The accompanying notes are an integral part of these financial statements.
6
Savings and Investment Plan
of E. I. du Pont de Nemours and Company
Notes To Financial Statements
For the Years Ended September 30, 2001 and 2000
--------------------------------------------------------------------------------
1. Description of the Plan
The Plan
The following description of the Savings and Investment Plan of E. I. du
Pont de Nemours and Company ("the Plan") provides only general information.
Participants should refer to the Plan agreement for a more comprehensive
description of the Plan's provisions.
The Plan is a defined contribution plan which was established by the Board
of Directors of E. I. du Pont de Nemours and Company (the "Company") and
became effective September 1, 1955. The Plan is subject to the provisions of
the Employee Retirement Income Security Act of 1974 ("ERISA") and the
Internal Revenue Code.
The purpose of the Plan is to encourage and assist employees in following a
systematic savings program suited to their individual financial objectives,
and to provide an opportunity for employees to become stockholders of the
Company. The Plan is a tax qualified contributory profit sharing plan. Any
employee of the Company or employee of the Company's subsidiaries or general
partnerships, which have adopted the Plan, is eligible to participate in the
Plan. Eligible employees may enroll in the Plan as of the first day of the
second calendar month following their date of hire.
Eligible employees may participate in the Plan by authorizing the Company to
make payroll deductions ("participant's savings"). The amount deducted can
be deposited into a Before-tax account, Regular account (for after-tax
savings) or some combination thereof. A participant may elect the maximum
savings rate of 22% before-tax and 22% after-tax. The Company will
contribute an amount equal to 50% of a participant's savings during a month
except that no Company contribution will be made for participant's savings
in excess of 6% of monthly pay. All of the above participant's savings and
elections are subject to regulatory and Plan limitations.
The Company may, at its option, issue DuPont common stock in lieu of cash
contributions to the DuPont Common Stock Fund and also in lieu of cash
dividends on DuPont common stock. The number of shares issued is based upon
the cash value of the contributions and dividends divided by the market
value of DuPont common stock at the end of the month of issue. Shares of
DuPont common stock are allocated to participants in the DuPont Common Stock
Fund based on the ratio of the amount deposited to each participant's
account to the total amount contributed to the DuPont Common Stock Fund. No
such contributions of DuPont common stock were made during the Plan years
ended September 30, 2001 and 2000.
A participant with less than five years of service who withdraws any matched
before-tax or after-tax savings will forfeit a portion of related company
contributions in accordance with specific plan provisions. Company
contributions will be suspended for six months if a participant withdraws,
while in-service, any matched before-tax or after-tax savings contributed or
company contributions made to the account during the last two years. A
participant who retires from active service may elect to make an account
withdrawal at any time. Required minimum distributions will begin in March
of the calendar year following the later of the year in which the
participant attains age 70-1/2 or the year following retirement or
termination of employment.
7
Savings and Investment Plan
of E. I. du Pont de Nemours and Company
Notes To Financial Statements
For the Years Ended September 30, 2001 and 2000
--------------------------------------------------------------------------------
Participants may borrow up to one-half of their non-forfeitable account
balances subject to certain minimum and maximum loan limitations. The loans
are executed by promissory notes and have a minimum term of 12 months and a
maximum term of 60 months, except for qualified residential loans, which
have a maximum term of 120 months. The loans bear an interest rate equal to
the average rate charged by selected major banks to prime customers for
secured loans. The loans are repaid over the term in monthly installments of
principal and interest by deduction from pay or pension checks. A
participant also has the right to repay the loan in full at any time without
penalty.
Administration
The designated trustee of the Plan is Merrill Lynch Trust Company of America
(Merrill Lynch). The administration of the Plan is vested in the Company,
which may designate one or more persons to operate and administer the Plan.
The Company has the responsibility of appointing the trustees and the
authority to designate the Plan's investment options.
Reasonable expenses of administering the Plan, including, but not limited
to, record-keeping expenses, trustee fees and transactional costs may, at
the election of the Plan Administrator, be paid by participants. For the
years ended September 30, 2001 and 2000, expenses were paid by the Company.
Brokerage fees, transfer taxes, investment fees and other expenses incident
to the purchase and sale of securities and investments shall be included in
the cost of such securities or investments, or deducted from the sales
proceeds, as the case may be.
While the Company has not expressed any intent to terminate the Plan, it is
free to do so at any time. In the event the Plan is terminated, all
participants become vested and the distribution of all account balances will
be made based upon the valuation of participants' accounts on the
termination date in accordance with ERISA.
2. Significant Accounting Policies
Basis of Accounting
The financial statements have been prepared on the accrual basis of
accounting.
Investment Valuation and Income Recognition
The investments of the Plan are carried at fair value, except for the Plan's
interest in the DuPont and Related Companies Defined Contribution Plan
Master Trust ("Master Trust"). The Plan's interest in the Master Trust
relating to investment contracts is based upon its beginning value plus
actual contributions and allocated investment income less actual
distributions (see Note 3). The Master Trust's investment contracts are
fully benefit responsive and, thus, are stated at contract value. Shares of
registered investment companies (mutual funds) are valued at quoted market
prices which represent the net asset value of shares held by the Plan at
year end. Shares of common and collective trust funds are valued at net unit
value as determined by the trustee at year end. Company stock is valued at
quoted market prices at year end. Participant loans and cash and cash
equivalents are valued at cost which approximates fair value.
Dividend income is recorded on the ex-dividend date and interest income is
recorded when earned. Realized gains and losses on the sale of the DuPont
Common Stock Fund securities are based on
8
Savings and Investment Planompany
of E. I. du Pont de Nemours and Company
Notes To Financial Statements
For the Years Ended September 30, 2001 and 2000
--------------------------------------------------------------------------------
average cost of the securities sold. Purchases and sales are recorded on a
trade date basis.
Payment of Benefits
Benefits are recorded when paid.
Use of Estimates
The preparation of financial statements in accordance with accounting
principles generally accepted in the United States of America requires the
Plan's management to make estimates and assumptions that affect the reported
amounts in the financial statements. Actual results could differ from those
estimates.
Reclassifications
These financial statements reflect the reclassification of certain prior
year investment amounts to conform to the current year presentation.
3. DuPont and Related Companies Defined Contribution Plan Master Trust
On April 1, 1999, the Company and certain affiliates ("employers") entered
into a Master Trust Agreement with Merrill Lynch ("Trustee") to establish a
master trust to allow participants from affiliated plans to invest in a
Stable Value Fund and three different Asset Allocation Funds: the
Conservative, Moderate, and Aggressive portfolios. Prior to April 1, 1999,
the Stable Value Fund and Asset Allocation Funds were separate investment
options of the Plan. To participate in the Master Trust, affiliates who
sponsor qualified savings plans and who have adopted the Master Trust
Agreement are required to make monthly payments to the Trustee of designated
portions of employees' savings and other contributions by the affiliate.
Investment income relating to the Master Trust is allocated proportionately
by investment fund to the plans within the Master Trust based on the plan's
interest to the total fair value of the Master Trust investment funds.
The Stable Value Fund is invested in guaranteed investment contracts,
separate account portfolios, synthetic guaranteed investment contracts and
money market funds. The crediting interest rates on investment contracts
ranged from 5.02% to 8.50% for the year ended September 30, 2001 and from
5.83% to 9.60% for the year ended September 30, 2000. The blended rate of
return was 6.42% in 2001 and 6.71% in 2000.
The crediting rates for certain investment contracts are reset annually and
are based on the market value of the portfolio of assets underlying these
contracts. Inputs used to determine the crediting rate include each
contract's portfolio market value, current yield-to-maturity, duration
(i.e., weighted average life) and market value relative to contract value.
All contracts have a guaranteed rate of 0% or higher with respect to
determining interest rate resets.
A synthetic guaranteed investment contract provides for a guaranteed return
on principal over a specified period of time through the use of underlying
assets and a benefit responsive wrapper contract issued by a third party.
Included in the contract value of synthetic guaranteed investment contracts
is ($175,999,273) and $21,464,747 at September 30, 2001 and 2000,
respectively, attributable to wrapper contract providers representing the
amounts by which the value of contracts are (less than) greater than the
value of the underlying assets.
9
Savings and Investment Planompany
of E. I. du Pont de Nemours and Company
Notes To Financial Statements
For the Years Ended September 30, 2001 and 2000
--------------------------------------------------------------------------------
Total Assets of the Master Trust include:
September 30,
===================================
2001 2000
-------------- --------------
Investment Contracts $5,279,960,679 $5,158,333,074
Common/Collective Trust Funds 18,959,608 26,587,878
Money Market Funds 37,105,414 33,121,676
-------------- --------------
Total $5,336,025,701 $5,218,042,628
============== ==============
The Plan's undivided interest in the Master Trust was 99.80% as of September
30, 2001 and 2000, respectively.
Investments of the Master Trust that represent more than 5% of the assets of
the Master Trust were as follows:
September 30,
=================================
2001 2000
------------- -------------
Investment Contracts:
Connecticut General Life Ins. $ 432,681,025 $
Metropolitan Life - 405,928,779
Principal Life 292,542,194 276,390,886
Aetna Life and Annuity 511,066,524 351,038,902
CDC Financial - 330,426,986
Deutsche Bank (PIM-DUP-2, 94747) - 341,082,415
Deutsche Bank (WEL-DUP-1) 510,381,297 324,928,188
Monumental Life Insurance Co.( BDA-0052-TR) - 296,177,054
Monumental Life Insurance Co. (BDA-0063-TR) 509,706,628 350,732,264
Morgan Guaranty (95-004) 510,989,599 315,700,960
Morgan Guaranty (95-12) - 348,323,601
Morgan Guaranty (ADUPONT03) 493,510,389 -
Union Bank of Switzerland 510,134,125 409,262,889
At September 30, 2001, the total assets of the Master Trust of
$5,336,025,701 included participant investments in the Stable Value Fund of
$5,301,495,280 and $34,530,421 in the Conservative, Moderate and Aggressive
Allocation Funds. At September 30, 2000, the total Master Trust value of
$5,218,042,628 included participant investments in the Stable Value Fund of
$5,170,372,947 and $47,669,681 in the Conservative, Moderate and Aggressive
Allocation Funds.
Total investment income of the Master Trust for the years ended September
30, 2001 and 2000 was $339,153,641 and $359,459,675, respectively.
10
Savings and Investment Plan
of E.I. du Pont de Nemours and Company
Notes To Financial Statements
For the Years Ended September 30, 2001 and 2000
--------------------------------------------------------------------------------
New Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
Accounting for Derivative Instruments and Hedging Activities (SFAS No. 133).
SFAS No. 133 requires that an entity recognize all derivatives and measure
those instruments at fair value.
SFAS No. 133 is effective for fiscal years beginning after June 15, 2000.
Pursuant to SFAS No. 137, the Plan adopted SFAS No. 133 effective October 1,
2000. There was an inconsistency in accounting literature between SFAS No.
133, requiring derivatives to be measured at fair value, and the AICPA Audit
and Accounting Guide on Audits of Employee Benefit Plans and Statement of
Position 94-4, Reporting of Investment Contracts Held by Health and Welfare
Benefit Plans and Defined Contribution Pension Plans, requiring benefit
responsive investment contracts (including synthetic guaranteed investment
contracts) to be measured at contract value. This inconsistency has been
tentatively resolved by the Financial Accounting Standards Board. The
tentative guidance provides that contracts accounted for under SOP 94-4 are
not subject to the requirements of SFAS 133. Therefore, the Master Trust
continues to account for synthetic guaranteed investment contracts at
contract value. Accordingly, the adoption of SFAS 133 did not have a
material impact on the financial statements.
The carrying value of Synthetic Guaranteed Investments Contracts held by the
Master Trust is $3,926,002,809 and $3,913,632,113 at September 30, 2001 and
2000, respectively.
4. Investments
Investments that represent more than 5% of the net assets available for
benefits as of September 30, 2001 and 2000 were as follows:
September 30,
=====================================
2001 2000
-------------- ----------------
DuPont Company Stock Fund $1,077,902,038 $ 1,232,917,521
Fidelity Magellan Fund 532,973,499 786,433,281
Merrill Lynch Equity Index TR Tier 6 520,568,768 759,298,753
Master Trust 5,325,147,348 5,196,592,924
During the years ended September 30, 2001 and 2000, the Plan's investments
(depreciated) appreciated (including realized gains and losses) in value as
follows:
September 30,
======================================
2001 2000
--------------- --------------
Company Stock Funds $ (95,292,218) $ (561,134,768)
Mutual Funds (1,109,919,981) 247,644,625
Common/Collective Trust Funds (231,192,477) 123,804,067
Master Trust (5,142,082) 4,022,850
---------------- --------------
Net Unrealized Depreciation $ (1,441,546,758) $ (185,663,226)
================ ===============
-11-
Savings and Investment Plan
of E.I. du Pont de Nemours and Company
Notes To Financial Statements
For the Years Ended September 30, 2001 and 2000
--------------------------------------------------------------------------------
5. Conoco, Inc. Class B Common Stock Fund
On September 28, 1998, DuPont announced that the Board of Directors had
approved a plan to divest DuPont's 100 percent-owned petroleum business,
Conoco, Inc. On August 6, 1999, DuPont completed the planned divestiture
through a tax-free split-off. DuPont exchanged its shares of Conoco, Inc.
Class B common stock for shares of DuPont common stock. Plan participants
had the option to exchange shares of DuPont Company stock, which were held
in their participant accounts in the DuPont Common Stock Fund. For each
share of DuPont common stock exchanged, the participant received an
appropriate number of shares of Conoco Class B common stock. Accordingly,
the Conoco Class B Stock Fund was created as an investment fund of the Plan.
No additional shares of Conoco Class B common stock may be purchased by Plan
participants through payroll deductions, fund transfers, or the reinvestment
of dividends. Dividends earned on Conoco Class B common stock are
distributed pro rata to the investment options in participants' accounts
based upon their current investment elections. The balance of the Conoco
Stock Fund was $54,076,628 and $65,902,400 at September 30, 2001 and 2000,
respectively.
6. Asset Transfers
Net asset transfers out of the Plan during the year ended September 30, 2001
relate primarily to: (1) the transfer of ($23,140,291) from the Plan in
connection with the transfer of participants to DAK Americas, LLC in
conjunction with the sale of the DuPont polyester business in 2001, (2) the
transfer of $1,244,977 to the Plan in connection with the merger of the
CombiChem plan, (3) the transfer of ($329,924) from the Plan in connection
with the sale of DuPont Chemical Solutions Enterprises east Chicago site;
and (4) the transfer of ($6,369) from the Plan in connection with the
transfer of participants to Computer Sciences Corporation ("CSC") in
conjunction with the information technology alliance between the Company and
CSC.
Net asset transfers out of the Plan during the year ended September 30, 2000
related primarily to: (1) the transfer of ($864,503) from the Plan in
connection with the transfer of participants to Computer Sciences
Corporation ("CSC") in conjunction with the information technology alliance
between the Company and CSC, and (2) the transfer on $670,039 to the Plan
from the Photomasks, Inc. 401(k) Retirement Plan in connection with the 1997
initial public offering of DuPont Photomasks, Inc. business.
Affiliated company transfers of $99,629 and ($1,176,946) for the years ended
September 30 2001 and 2000, respectively, represent the net rollovers of
participant account balances in (out) of the Plan and other
Company-sponsored defined contribution benefit plans.
7. Tax Status
The Plan is a qualified plan pursuant to Section 401(a) of the Internal
Revenue Code (the "Code") and the related Trusts are exempt from federal
taxation under Section 501(a) of the Code. A favorable tax determination
letter from the Internal Revenue Service dated October 26, 1995 has been
received by the Plan. The Plan has been amended since receiving the
determination letter. However, the Plan administrator and the Plan's ERISA
counsel believe that the Plan is currently designed and operated in
-12-
Savings and Investment Plan
of E.I. du Pont de Nemours and Company
Notes To Financial Statements
For the Years Ended September 30, 2001 and 2000
--------------------------------------------------------------------------------
accordance with the applicable sections of the Code. Accordingly, no
provision has been made for federal income taxes in the accompanying
financial statements.
8. Related Party Transactions
Certain Plan investments are shares of mutual funds and units of
common/collective trust funds managed by Merrill Lynch, the Trustee. In
addition, the Plan offers the DuPont Company Stock Fund investment option.
The Master Trust is managed by DuPont Capital Management and the Trustee.
Transactions in these investments qualify as party-in-interest transactions
which are exempt from prohibited transaction rules.
9. Reconciliation of Financial Statements to Form 5500
The following is a reconciliation of net assets available for benefits from
the financial statements to the Form 5500:
September 30,
========================================
2001 2000
--------------- ----------------
Net assets available for benefits per the financial statements $ 8,987,214,046 $ 10,280,845,220
Less: Amounts allocated to withdrawing participants (5,215,887) (9,631,000)
--------------- ----------------
Net assets available for benefits per the Form 5500 $ 8,981,998,159 $ 10,271,214,220
=============== ================
Year Ended
September 30, 2001
==================
Benefits paid to participants per the financial statements $ (758,418,530)
Add: Amounts allocated to withdrawing participants at
September 30, 2001 5,215,887
Less: Amounts allocated to withdrawing participants at
September 30, 2000 (9,631,000)
------------------
Benefits paid to participants per the Form 5500 $ (762,833,643)
==================
Amounts allocated to withdrawing participants are recorded on the Form 5500
for benefit claims that have been processed and approved for payment prior
to September 30 but are not yet paid as of that date.
-13-
Supplemental Schedule
Schedule I
Retirement and Savings Plan
Schedule of Assets (Held at End of Year)
Form 5500, Schedule H, Part IV, Line I
As of September 30, 2001
--------------------------------------------------------------------------------
Current
Identity of Issue Description of Investment Value
Cash & Cash Equivalents Registered Investment Company $ 5,388,444
AIM Equity Constellation Fund Registered Investment Company $ 29,227,139
AIM Value Fund Registered Investment Company $ 62,083,786
Fidelity Equity Income Fund Registered Investment Company $ 38,230,856
Fidelity Fund PV 1 Registered Investment Company $ 54,529,170
Fidelity Growth & Income Fund Class A Registered Investment Company $ 68,574,065
Fidelity Low Priced Stock Fund Registered Investment Company $ 72,125,920
Fidelity Magellan Fund Registered Investment Company $ 532,973,499
Franklin Balance Sheet Fund Registered Investment Company $ 31,124,620
Franklin Custody Fund Income Growth Registered Investment Company $ 8,148,278
Franklin Small Cap Growth Fund Class I Registered Investment Company $ 89,822,338
Hotchkis & Wiley Registered Investment Company $ 36,772,606
Janus Enterprise Fund Registered Investment Company $ 118,470,272
Janus Mercury Fund Registered Investment Company $ 237,368,019
Merc Global Holdings Fund Class I Registered Investment Company $ 36,118,990
* Merrill Lynch Balanced Capital Fund Class A Registered Investment Company $ 53,247,774
* Merrill Lynch Basic Value Fund Class A Registered Investment Company $ 98,775,268
* Merrill Lynch Growth Fund Class A Registered Investment Company $ 8,650,420
MFS Research Fund Registered Investment Company $ 20,043,613
MFS Total Return Fund Registered Investment Company $ 16,500,986
Templeton Foreign Fund Registered Investment Company $ 32,780,293
Templeton Growth Fund Registered Investment Company $ 18,788,668
Barclays 3-Way Common/Collective Trusts $ 143,981,240
* Merrill Lynch Small Capital Index CT Tier 2 Common/Collective Trusts $ 15,204,121
* Merrill Lynch Equity Index TR Tier 6 Common/Collective Trusts $ 520,568,768
* Merrill Lynch International Index CT Tier 2 Common/Collective Trusts $ 11,755,779
* E. I. du Pont de Nemours and Company Company Stock Fund $1,077,902,038
Conoco Inc. Class B Company Stock Fund $ 54,076,628
* Plan interest in the DuPont and Related
Companies Defined Contribution Plan
Master Trust ("Master Trust") Master Trust $5,325,147,348
Participant Loans 8.5% to 9.0% $ 139,233,727
--------------
Investment Total $8,957,614,673
--------------
* Party-in-Interest
-15-