PAGE 1 ============================================================================= SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994 COMMISSION FILE NUMBER 1-815 INVESTMENT PLAN FOR SALARIED EMPLOYEES OF CONSOL INC. CONSOL PLAZA 1800 WASHINGTON ROAD PITTSBURGH, PENNSYLVANIA 15241 (FULL TITLE OF THE 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 PAGE 2 INDEX INVESTMENT PLAN FOR SALARIED EMPLOYEES OF CONSOL INC. Index to Financial Statements and Additional Information Page(s) ------- Report of Independent Auditors ................................ 4 Financial Statements: Statements of Net Assets Available for Plan 5 - 6 Benefits at December 31, 1994 and 1993 .................... Statements of Changes in Net Assets Available 7 - 10 for Plan Benefits for the Years Ended December 31, 1994 and 1993 ............................................. Notes to Financial Statements ............................... 11 - 17 Additional Information: Schedule of Assets Held for Investment Purposes at December 31, 1994 (Schedule I) ............................ 18 - 19 Schedule of Reportable Transactions for the Year Ended December 31, 1994 (Schedule II) ................ 20 EXHIBITS Exhibit Number 24 Consent of Independent Auditors ..................... 22 2 PAGE 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Investment Plan Committee has duly caused this Annual Report to be signed on its behalf by the undersigned hereunto duly authorized. Investment Plan for Salaried Employees of CONSOL Inc. (Name of Plan) Date: June 26, 1995 Michael F. Nemser Vice President & Treasurer CONSOL Inc. 3 PAGE 4 SIGNATURE REPORT OF INDEPENDENT AUDITORS To the Investment Plan Committee of the Investment Plan for Salaried Employees of CONSOL Inc. We have audited the accompanying statements of net assets available for plan benefits of the Investment Plan for Salaried Employees of CONSOL Inc. as of December 31, 1994 and 1993, and the related statements of changes in net assets available for plan benefits for the years then ended. 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 generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as 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 plan benefits of the Plan at December 31, 1994 and 1993, and the changes in its net assets available for plan benefits for the years then ended, in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedules of assets held for investment purposes and reportable transactions, as of and for the year ended December 31, 1994, are presented for purposes of complying with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, and are not a required part of the basic financial statements. The supplemental schedules have been subjected to the auditing procedures applied in our audit of the 1994 financial statements and, in our opinion, are fairly stated in all material respects in relation to the 1994 basic financial statements taken as a whole. ERNST & YOUNG Pittsburgh, Pennsylvania June 15, 1995 4 PAGE 5 INVESTMENT PLAN FOR SALARIED EMPLOYEES OF CONSOL INC. STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS DECEMBER 31, 1994 (Dollars In Thousands, Except for Share and Unit Amounts) Investments (Notes 1, 2 and 3): Fixed Income Fund, 6,448,435 units, (participants' cost $556,114) unit value $86.240 .... $556,114 Fidelity Magellan Fund, 421,604 shares (participants' cost $28,170), share value $66.80 ..... 28,163 Wells Fargo Asset Allocation Fund, 1,018,565 units (participants' cost $10,604), unit value $11.23 ....... 11,438 E. I. DuPont de Nemours & Company Common Stock 3,079,369 shares (participants' cost $121,678) share value $56.25 ................................... 173,214 ML Equity Index Trust CL A, 111,591 shares, (participants' cost $2,968), share value $29.215 ...... 3,261 ML Global Holdings Fund CL A, 349,283 shares, (participants' cost $4,423), share value $12.18 ...... 4,254 ML Balanced Fund for Investment & Retirement CL A, 136,293 shares, (participants' cost $1,618), share value $10.19 ......................................... 1,389 ML Capital Fund CL A, 96,870 shares, (participants' cost $2,604), share value $25.70 ...... 2,490 ML Basic Value Fund CL A, 111,016 shares, (participants' cost $2,581), share value $22.35 ...... 2,481 Chrysler Corporation Common Stock, 7,002 shares (participants' cost $106) share value $49.00 ......... 343 Loans to participants (principal balance) .............. 20,650 -------- Total Investments .................................. 803,797 Receivables (including $3,428 from CONSOL) .............. 3,501 Net Assets Available for Plan Benefits ............. $807,298 ======== The accompanying notes are an integral part of these financial statements. 5 PAGE 6 INVESTMENT PLAN FOR SALARIED EMPLOYEES OF CONSOL INC. STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS DECEMBER 31, 1993 (Dollars In Thousands, Except for Share and Unit Amounts) Investments (Notes 1, 2 and 3): Fixed Income Fund, 6,545,989 units (participants' cost $520,242), unit value $79.475.... $520,242 Fidelity Magellan Fund, 330,174 shares (participants' cost $21,799), share value $70.85..... 23,393 Wells Fargo Asset Allocation Fund, 974,447 units (participants' cost $9,952) unit value $11.49 ....... 11,196 E. I. DuPont de Nemours & Company Common Stock, 2,947,128 shares (participants' cost $103,182) share value $48.25 .................................. 142,199 ML Equity Index Trust CL A, 105,488 shares, (participants' cost $2,774), share value $28.92 ..... 3,051 ML Global Holdings Fund CL A, 309,571 shares, (participants' cost $3,886), share value $13.14 ...... 4,068 ML Balanced Fund for Investment & Retirement CL A, 131,347 shares, (participants' cost $1,599), share value $12.33 ......................................... 1,620 ML Capital Fund CL A, 81,433 shares, (participants' cost $2,184), share value $27.97 ...... 2,278 ML Basic Value Fund CL A, 72,994 shares, (participants' cost $1,691), share value $23.37 ...... 1,706 Chrysler Corporation Common Stock, 7,828 shares (participants' cost $118) share value $53.25 ........ 417 Loans to participants (principal balance) ............. 16,799 -------- Total Investments ................................. 726,969 Receivables (including $3,301 from CONSOL) .............. 3,704 Net assets available for plan benefits ............ $730,673 ======== The accompanying notes are an integral part of these financial statements. 6 PAGE 7 INVESTMENT PLAN FOR SALARIED EMPLOYEES OF CONSOL INC. STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS YEAR ENDED DECEMBER 31, 1994 (Dollars in Thousands) Fixed Fidelity Wells DuPont ML ML ML Income Magellan Fargo Stock Equity Index Global Balanced Fund Fund Fund Fund Trust Holdings Fund ========= ========== ========= ========== ============ ======== ========= Investment income $ 45,352 $ 1,103 $ 2 $ 5,026 $ 1 $ 170 $ 169 (dividends and interest) Net realized and unrealized appreciation (depreciation) of investments - (1,505) (282) 24,045 30 (339) (275) Deposits and withdrawals: Employee deposits 12,062 1,606 647 5,783 111 258 83 Employer contributions 7,510 889 352 3,579 78 129 48 Rollover contributions 9,162 464 167 580 26 59 28 Employee withdrawals (35,798) (836) (158) (5,675) ( 86) (127) (71) Transfers between investment options (net) 735 2,680 (488) (2,665) (1) 2 (182) Loan issues (8,170) (411) (228) (2,514) (13) (47) (57) Loan repayments 3,751 486 194 2,087 52 67 20 Loan interest 809 95 34 512 12 14 6 Trust to Trust transfers 459 199 2 257 - - - _________ _________ _________ _________ ________ ________ _______ Change in net assets available for plan benefits for year 35,872 4,770 242 31,015 210 186 (231) Net assets available for plan benefits at beginning of year 520,242 23,393 11,196 142,199 3,051 4,068 1,620 _________ _________ _________ _________ ________ ________ _______ Net assets available for plan benefits at end of year $556,114 $ 28,163 $ 11,438 $173,214 $ 3,261 $ 4,254 $1,389 ========= ========= ========= ========= ======== ======== ======= The accompanying notes are an integral part of these financial statements. Continued on next page 7 PAGE 8 INVESTMENT PLAN FOR SALARIED EMPLOYEES OF CONSOL INC. STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS YEAR ENDED DECEMBER 31, 1994 (Continued) (Dollars in Thousands) Cash Fund ML ML Chrysler & Capital Basic Value Stock Loan Pending Total Fund Fund Fund Fund Settlement Receivables All Funds ======= =========== ======== ======== ========== =========== ========= Investment income $ 224 $ 164 $ 7 $ 1,529 $ - $ 19 $ 53,766 (dividends and interest) Net realized and unrealized appreciation (depreciation) of investments (207) (123) (36) - - - 21,308 Deposits and withdrawals: Employee deposits 161 178 - - - (12) 20,877 Employer contributions 93 108 - - - 14 12,800 Rollover contributions 31 81 - - - - 10,598 Employee withdrawals (33) (27) (33) (837) - - (43,681) Transfers between investment options (net) (65) 343 (12) - - (347) - Loan issues (53) (67) - 11,560 - - - Loan repayments 50 65 - (6,872) - 100 - Loan interest 11 13 - (1,529) - 23 - Trust to Trust transfers - 40 - - - - 957 ________ ________ ______ ________ ______ ______ _________ Change in net assets available for plan benefits for year 212 775 (74) 3,851 - (203) 76,625 Net assets available for plan benefits at beginning of year 2,278 1,706 417 16,799 - 3,704 730,673 ________ ________ ______ ________ ______ ______ _________ Net assets available for plan benefits at end of year $ 2,490 $ 2,481 $ 343 $20,650 $ - $ 3,501 $807,298 ======== ======== ====== ======== ====== ====== ========= The accompanying notes are an integral part of these financial statements. 8 PAGE 9 INVESTMENT PLAN FOR SALARIED EMPLOYEES OF CONSOL INC. STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS YEAR ENDED DECEMBER 31, 1993 (Dollars in Thousands) Fixed Fidelity Wells DuPont ML ML ML Income Magellan Fargo Stock Equity Index Global Balanced Fund Fund Fund Fund Trust Holdings Fund ========= ========== ========= ========== ============ ======== ========= Investment income $ 42,626 $ 1,963 $ 1 $ 5,140 $ - $ 224 $ 188 (dividends and interest) Net realized and unrealized appreciation (depreciation) of investments - 2,139 1,406 4,078 320 196 34 Deposits and withdrawals: Employee deposits 10,417 1,045 537 5,711 107 98 62 Employer contributions 6,351 561 275 3,431 65 48 35 Rollover contributions 10,260 605 235 233 7 132 19 Employee withdrawals (25,801) (371) (213) (3,480) (170) ( 29) (12) Transfers between investment options (net) 5,183 (6,678) 107 (9,247) 2,790 3,430 1,335 Loan issues (6,970) (331) (133) (3,519) (115) (61) (66) Loan repayments 2,492 264 84 1,562 39 24 19 Loan interest 558 51 21 393 8 6 6 Trust to Trust transfers 16,873 - - 142 - - - _________ _________ _________ _________ ________ ________ _______ Change in net assets available for plan benefits for year 61,989 (752) 2,320 4,444 3,051 4,068 1,620 Net assets available for plan benefits at beginning of year 458,253 24,145 8,876 137,755 - - - _________ _________ _________ _________ ________ ________ _______ Net assets available for plan benefits at end of year $520,242 $ 23,393 $ 11,196 $142,199 $ 3,051 $ 4,068 $1,620 ========= ========= ========= ========= ======== ======== ======= The accompanying notes are an integral part of these financial statements. Continued on next page 9 PAGE 10 INVESTMENT PLAN FOR SALARIED EMPLOYEES OF CONSOL INC. STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS YEAR ENDED DECEMBER 31, 1993 (Continued) (Dollars in Thousands) Cash Fund ML ML Chrysler & Capital Basic Value Stock Loan Pending Total Fund Fund Fund Fund Settlement Receivables All Funds ======= =========== ======== ======== ========== =========== ========= Investment income $ 140 $ 82 $ 4 $ 1,172 $ - $ 13 $51,553 (dividends and interest) Net realized and unrealized appreciation (depreciation) of investments 118 66 175 - - - 8,532 Deposits and withdrawals: Employee deposits 141 137 - - - 1,724 19,979 Employer contributions 74 63 - - - 1,050 11,953 Rollover contributions 40 138 - - - - 11,669 Employee withdrawals (32) (76) (18) (418) - - (30,620) Transfers between investment options (net) 1,785 1,287 (20) - (362) 390 - Loan issues (37) (25) - 11,257 - - - Loan repayments 42 27 - (4,965) - 412 - Loan interest 7 7 - (1,172) - 115 - Trust to Trust transfers - - - 844 - - 17,859 ________ ________ ______ ________ ______ _______ _________ Change in net assets available for plan benefits for year 2,278 1,706 141 6,718 (362) 3,704 90,925 Net assets available for plan benefits at beginning of year - - 276 10,081 362 - 639,748 ________ ________ ______ ________ ______ _______ _________ Net assets available for plan benefits at end of year $ 2,278 $ 1,706 $ 417 $16,799 $ - $ 3,704 $730,673 ======== ======== ====== ======== ====== ====== ========= The accompanying notes are an integral part of these financial statements. 10 PAGE 11 INVESTMENT PLAN FOR SALARIED EMPLOYEES OF CONSOL Inc. NOTES TO FINANCIAL STATEMENTS NOTE 1 - DESCRIPTION OF THE INVESTMENT PLAN: THE PLAN The Investment Plan for Salaried Employees of CONSOL Inc. (the "Plan") is a defined contribution plan established in 1953. Salaried, operations and maintenance, and, in certain circumstances, production and maintenance employees of CONSOL and participating employers are eligible to participate in the Plan on the first of the month following regular full-time employment. In addition, temporary employees are eligible to participate in the plan upon completion of a period of 12 consecutive months, commencing upon their employment date or anniversary date thereof, during which the employee completes 1,000 or more hours of service. An eligible employee may, with certain restrictions, contribute up to 16 percent of monthly base pay to the Plan exclusive of supplemental make-up deposits. CONSOL and participating employers match these contributions, dollar for dollar, up to 6 percent of base pay (as defined by the Plan). Forfeitures of company matching contributions as a result of withdrawals by nonvested employees are used to offset future company matching contributions. Contributions may be made with before-tax or after-tax dollars. Nondis-crimination rules of the Internal Revenue Code require that the average contribution rates in both the before-tax and after-tax accounts of "Highly Compensated" employees (as defined by the IRS) should be limited by the average contribution rates of "Non-highly Compensated" employees. For the years ending December 31, 1994 and 1993, the after-tax contribution maximum including supplemental make-up deposits was 19% and the before-tax contribution maximum was 15%. In addition, subject to certain limitations, a participant is allowed to make lump sum savings deposits in cash to the Plan at any time. Plan participants generally become vested upon completion of five consecutive years of participation in the Plan or five cumulative years of service. Participants who retire from active service may elect to withdraw their entire account in a lump sum, to defer withdrawal until April 1 of the calendar year following the year in which the participant attains age 70 1/2, or to elect an irrevocable option to have their account distributed over a period of not less than 2 years or more than a period which would pay the account balance during the employee's actuarial life in either a fixed or variable amount. Before-tax deposits may be withdrawn only in the event of an employee's retirement, death, termination, attainment of age 59 1/2 or defined hardship. 11 PAGE 12 The Tax Reform Act of 1986 (the "Act") included a number of pro- visions affecting employee benefit plans that generally became effective on or after January 1, 1987. The Plan was amended effective January 1, 1987, to limit the amount of annual contributions an employee can make to his before-tax account in accordance with limits established by the Act ($9,240 in 1994 and $8,994 in 1993); to provide for separation-from-service distributions after age 55; and to modify the maximum loan amount and definition of tax-free participant loans. It is CONSOL's intention to make additional amendments to the Plan, where necessary, to comply with technical corrections and Treasury Regulations that are issued under the Act. Participants may borrow up to one-half of their nonforfeitable account balances subject to certain minimum and maximum loan limitations. Such loans are repayable over periods of 12 to 60 months (120 months maximum if for the purchase of a principal residence) and bear an interest rate equal to the average rate charged by selected major banks for secured personal loans. A participant has the right to repay the loan in full at any time without penalty. INVESTMENT FUNDS The following investment funds have been established with trustees for the investment of employee savings and CONSOL's and participating employers' contributions. The nature of the investments maintained in each fund is described below: Fixed Income Fund Investments under agreement with one or more financial institutions, including insurance companies, banks and other investment companies which provide for the return of principal in full plus the payment of interest at a predetermined rate for a specific period of time. The fund's blended rate of return for the 12 months ending December 31, 1994 and December 31, 1993 was 8.51% and 8.97%, respectively. Fidelity Magellan Fund A growth mutual fund offered through Fidelity Investments. Wells Fargo Asset Allocation Fund Asset Allocation Fund with money invested by Wells Fargo Nikko Investment Advisors among stocks, bonds and cash (money market). DuPont Common Stock Fund Common stock of E. I. DuPont de Nemours and Company ("DuPont"). DuPont owns 50% of the stock of CONSOL Energy Inc., the parent of CONSOL. 12 PAGE 13 Loan Fund Participant loans - amounts transferred from the Fixed Income Fund, the Fidelity Magellan Fund, Merrill Lynch Mutual Funds, the DuPont Common Stock Fund and/or the Wells Fargo Asset Allocation Fund that are loaned to participants. Merrill Lynch Mutual Funds A group of five different mutual funds each with its own investment objective offered through Merrill Lynch. The shares of Chrysler Corporation Common Stock are held by some CONSOL Plan participants who elected to exercise their right as Plan participants to retain the stock as of September 15, 1966. This investment option is no longer available to Plan participants. At December 31, 1994, Plan participants were invested in the follow- ing options (number of participants in each option): Du Pont Common Stock (3,301); Fidelity Megallan Fund (1,153); Fixed Income Fund (5,897); Wells Fargo Asset Allocation Fund (640); Merrill Lynch (ML) Global Holdings Fund (338); ML Balanced Fund (153); ML Equity Index Trust (209); ML Capital Fund (264); ML Basic Value Fund (235); Chrysler Corporation Common Stock (58) and Participant Loans (2,075). The numbers reflect participation in multiple options as permitted by the Plan. ADMINISTRATION The designated trustee of all the aforementioned funds is Merrill Lynch Trust Company of America (Merrill Lynch). The administration of the Plan is vested in the Board of Directors of CONSOL Inc. All recordkeeping and trustee fees of the Plan are paid by CONSOL. The administrative fees for the Fixed Income Fund are netted against the investment income of these funds. While CONSOL has not expressed any intent to terminate the Plan, it is free to do so at any time. In the event of termination, each participant automatically becomes vested to the extent of the balance in his or her individual account. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES For financial reporting purposes, the assets of the Plan are reflected on the accrual and fair value bases of accounting. The Fixed Income Fund guaranteed investment contracts (GIC), separate account portfolios (SAP) and synthetic guaranteed investment contracts (SYN) are stated at cost plus accrued interest, using the contracted interest rates applied to the daily account balances. Investments in the Fidelity Magellan Fund, the DuPont Common Stock Fund, and Merrill Lynch Mutual Funds, except for the Equity Index Fund, are stated at fair value based on publicly quoted market prices. Investments in the Merrill Lynch Equity Index Fund and the Wells Fargo Asset Allocation Fund are stated at the fair value of all underlying assets as reported by the applicable custodian. The fair value 13 PAGE 14 of loans to participants in the Loan Fund represent the outstanding principal balances of the loans. The unit value or price of the Fixed Income Fund, the Wells Fargo Asset Allocation Fund, Merrill Lynch Mutual Funds and the DuPont Common Stock Fund, reflect the prices at which participant's accounts are valued at the end of the period reported. There is no unit value for the Loan Fund since loans are identified directly with participants' accounts. Dividend income is recorded on the ex-dividend date and interest income is recorded on the accrual basis. Gains and losses on the sale of the DuPont Common Stock Fund investment securities are based on average cost of the securities sold and are recognized on the trade date. Brokerage commissions and Securities Exchange Commission fees in connection with the purchase and sale of DuPont Common Stock and the sale of Chrysler Corporation Common Stock are added to the cost thereof or deducted from the sales proceeds derived therefrom. NOTE 3 - INVESTMENTS The following presents the Plan's investments: December 31, 1994 December 31, 1993 Fixed Income (GIC, SAP, SYN).... $556,114 $520,242 DuPont Common Stock ............ 173,214 142,199 Fidelity Magellan Fund ......... 28,163 23,393 Wells Fargo Asset Allocation ... 11,438 11,196 Merrill Lynch Mutual Funds ..... 13,875 12,723 Chrysler Common Stock .......... 343 417 Loans to Participants .......... 20,650 16,799 -------- -------- Total Investments $803,797 $726,969 ======== ======== The guaranteed investment contracts, synthetic guaranteed investment contracts, and separate account guaranteed investment contracts in the Fixed Income Fund are jointly owned by the Plan and the Thrift Plan for Employees of Conoco Inc. Conoco Inc. is a wholly owned subsidiary of DuPont. The balance of all investment contracts are allocated to the two plans by Merrill Lynch based on the relationship of the plan's Fixed Income Fund participant balances to total Fixed Income Fund participant balances. The investment contracts are entered into based on an evaluation of the credit risk of the contract issuers and/or third-party guarantors. Collateral is generally not provided. The investment contracts and short-term investments of the Fixed Income Fund consist of the following: 14 PAGE 15 Description December 31, 1994 December 31, 1993 ----------- ----------------- ----------------- Aetna Life Insurance Company--9.01%, 6/1/01 ............... $ 29,145 $ 26,736 Aetna Life Insurance Company--9.32%, 6/1/99 ............... 29,865 30,354 Aetna Life Insurance Company--9.89%, 6/1/00 ............... 26,125 23,773 Bankers Trust--5.74%, 12/31/01 ............................ 26,261 24,818 Metropolitan Life Ins. Co.--7.26%, 6/30/01; 7.78%, 6/30/00. 53,401 49,667 New York Life Insurance Company--9.11%, 6/1/99 ............ 29,709 30,254 New York Life Insurance Company--9.71%, 6/1/99 ............ 30,611 31,002 Peoples Security Life Insurance Company, a member of the Providian Capital Management Family--6.1%, 1/4/99 ....... 33,943 4,929 Principal Mutual Life Insurance Company--9.10%, 6/1/99 .... 28,757 29,287 Principal Mutual Life Insurance Company--9.50%, 6/1/98 .... 36,661 43,046 Provident National Assurance Company--9.52%, 6/30/95 ...... 1,362 3,629 Prudential Ins. Co. of America--7.10%,7/1/99; 7.02%,7/1/98. 50,572 47,237 Prudential Ins. Co. of America--8.35%,7/1/99; 8.87%,7/1/98. 50,195 46,217 Prudential Insurance Company of America--9.66%, 6/1/98 .... 36,989 43,368 Prudential Insurance Company of America--9.96%, 6/1/98 .... 37,626 43,995 Bankers Trust--7.67%, 12/31/25 9,977 - The Travelers Insurance Companies--9.66%, 6/01/00 ......... 24,805 22,620 The Travelers Insurance Companies--10.13%, 12/31/94 ....... 2,105 2,380 Citibank 7.40%, 8/31/01 ................................... 12,407 - -------- -------- Total Investment Contracts $550,516 $503,312 Short Term Investments (Merrill Lynch Government Fund) 5,598 16,930 TOTAL INVESTMENT IN FIXED INCOME $556,114 $520,242 ======== ======== The carrying values and fair values of investment contracts as of December 31, 1994 are as follows: Carrying Value (contract value) Fair Value Guaranteed Investment Contracts $326,167 $342,827 Synthetic Guaranteed Investment Contracts 70,181 70,181 Separate Account Guaranteed Investment Contracts 154,168 149,467 -------- --------- $550,516 $562,475 ======== ========= Included in the fair value of synthetic guaranteed investment contracts is $5,373 related to wrapper contracts which guarantee the contract value of the synthetic guaranteed investment contracts for participant- initiated withdrawal events. Participants investing in the Fixed Income Fund, Wells Fargo Asset Allocation Fund and the Merrill Lynch Equity Index Trust are assigned units at the time of investment based on the net asset value per unit. The following table presents the number of units outstanding and related net asset value per unit at each month-end. 15 PAGE 16 Wells Fargo Merrill Lynch Fixed Income Fund Asset Allocation Fund Equity Index Trust _ Units Unit Units Unit Units Unit Outstanding Value Outstanding Value Outstanding Value January 31, 1994 6,595,268 $80.04 991,525 $11.84 105,281 $29.90 February 28, 1994 6,631,768 80.55 1,011,037 11.46 106,675 29.07 March 31, 1994 6,701,810 81.12 1,044.083 11.02 107,769 27.80 April 30, 1994 6,682,997 81.67 1,043,830 11.00 108,720 28.15 May 31, 1994 6,750,884 82.24 1,051,775 11.04 108,570 28.60 June 30, 1994 6,723,157 82.80 1,057,757 10.86 109,545 27.89 July 31, 1994 6,712,085 83.38 1,049,690 11.21 110,098 28.81 August 31, 1994 6,693,150 83.95 1,049,868 11.40 109,733 29.98 September 30, 1994 6,657,457 84.52 1,045,528 11.07 110,341 29.24 October 31, 1994 6,643,165 85.10 1,044,550 11.16 111,084 29.89 November 30, 1994 6,474,134 85.67 1,026,966 11.05 111,076 28.80 December 31, 1994 6,448,435 86.24 1,018,565 11.23 111,591 29.22 NOTE 4 - INCOME TAXES STATUS The Plan received a favorable determination letter from the Internal Revenue Service with respect to the 1994 amended plan. The Plan has been amended to reflect changes required by the Tax Reform Act of 1986. Management believes the Plan is qualified under Section 401(a) of the Internal Revenue Code and therefore the trust is exempt from taxation under Section 501(a). Participants in the Plan are not subject to federal income taxes on account balances arising from employer contributions, before-tax employee deposits or accrued income until distributions or withdrawals are made. NOTE 5 - ISLAND CREEK ACQUISITION On July 1, 1993 CONSOL acquired Island Creek Coal, Inc. (Island Creek) from a subsidiary of Occidental Petroleum Company. Island Creek active employees participating in the Occidental Petroleum Corporation Savings Plan were given the opportunity to make a one-time election for a trust-to-trust transfer of their account to the Investment Plan for Salaried Employees of CONSOL Inc. The 1993 trust-to-trust transfers included $16,522 which was invested in the Fixed Income Fund and $852 of outstanding participants' loans. NOTE 6 - RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500: 16 PAGE 17 December 31, 1994 1993 -------------- -------------- (Dollars in Thousands) Net assets available for benefits per the financial statements $ 807,298 $ 730,673 Add: Amounts allocated to withdrawing participants reported as asset reductions per the financial statements 652 1,032 Total Assets per the Form 5500: $ 807,950 $ 731,705 ============= ============ Amounts payable to withdrawing participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to December 31 but not yet paid as of that date. For financial statement purposes the amounts were deducted from the respective assets. NOTE 7 - STATEMENT OF POSITION 94-4 In 1994 the American Institute of Certified Public Accountants issued Statement of Position (SOP) 94-4 "Reporting of Investment Contracts Held by Health and Welfare Benefit Plans and Defined - Contribution Pension Plans". The SOP is effective for financial statements for plan years beginning after December 15, 1994, except that application of the SOP to investment contracts entered into before December 31, 1993, is delayed to plan years beginning after December 15, 1995. The provisions of the SOP require fully benefit responsive investment contracts (as defined by the SOP) to be reported at contract value and all other investment contracts to be reported at fair value. Management believes all of the plan's investment contracts are fully benefit responsive, therefore the effect of the SOP on the plan's financial statements is expected to be limited to additional footnote disclosures. 17 PAGE 18 SCHEDULE I INVESTMENT PLAN FOR SALARIED EMPLOYEES OF CONSOL INC. ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1994 (Dollars in Thousands) - -------------------------------------------------------------------------------------------------------- Identity of Issue, Borrower Current Lessor or Similar Party Description of Investment Cost Value - -------------------------------------------------------------------------------------------------------- E. I. DuPont de Nemours & Company Common Stock $ 121,678 $ 173,214 ========= ========= Merrill Lynch Equity Index Trust $ 2,968 $ 3,261 Global Holdings Fund 4,423 4,254 Balanced Fund 1,618 1,389 Capital Fund 2,604 2,490 Basic Value Fund 2,581 2,481 $ 14,194 $ 13,875 ========= ========= Aetna Life Insurance Company GIC<Fa>, 9.01%, 6/1/01 $ 29,145 GIC<Fa>, 9.32%, 6/1/99 29,865 GIC<Fa>, 9.89%, 6/1/00 26,125 Banker's Trust SYNGIC<Fa>, 5.74%, 12/31/01 26,261 SYNGIC, 7.67%, 12/31/25 9,977 Metropolitan Life Insurance Company SAGIC<Fa>, 7.26%, 6/30/01 53,401 New York Life Insurance Company GIC<Fa>, 9.11%, 6/1/99 29,709 GIC<Fa>, 9.71%, 6/1/99 30,611 Peoples Security Life Insurance Company SYNGIC<Fa>, 6.1%, 1/4/99 33,943 Principal Mutual Life Insurance Company GIC<Fa>, 9.10%, 6/1/99 28,757 GIC<Fa>, 9.50%, 6/1/98 36,661 Provident National Assurance Company GIC<Fa>, 9.52%, 6/30/95 1,362 Prudential Insurance Company of America SAGIC<Fa>, 7.10%, 7/1/99 50,572 SAGIC<Fa>, 8.35%, 7/1/99 50,195 GIC<Fa>, 9.66%, 6/1/98 36,989 GIC<Fa>, 9.96%, 6/1/98 37,626 The Travelers Insurance Companies GIC<Fa>, 9.66%, 6/01/00 24,805 GIC<Fa>, 10.13%, 12/31/94 2,105 Citibank GIC<Fa>, 7.40%, 8/31/01 12,407 Short Term Investments (Merrill Lynch Government Fund) 5,598 ________ Total $ 556,114 $ 556,114 ========= ========= 18 PAGE 19 SCHEDULE I INVESTMENT PLAN FOR SALARIED EMPLOYEES OF CONSOL INC. ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES (Continued) DECEMBER 31, 1994 (Dollars in Thousands) - -------------------------------------------------------------------------------------------------------- Identity of Issue, Borrower Current Lessor or Similar Party Description of Investment Cost Value - -------------------------------------------------------------------------------------------------------- Chrysler Corporation Common Stock $ 106 $ 343 ========= ========= Fidelity Investments Fidelity Magellan Fund $ 28,170 $ 28,163 ========= ========= Wells Fargo Company Wells Fargo Asset Allocation Fund $ 10,604 $ 11,438 ========= ========= Plan Participants Loans $ 20,650 $ 20,650 ========= ========= __________________________________________ [FN] <Fa>- GIC = Guaranteed Investment Contract - SAGIC = Non-pooled Separate Account Guaranteed Investment Contract - SYNGIC = Synthetic Guaranteed Investment Contract 19 PAGE 20 SCHEDULE II INVESTMENT PLAN FOR SALARIED EMPLOYEES OF CONSOL INC. ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS YEAR ENDED DECEMBER 31, 1994 (Dollars in Thousands) ________________________________________________________________________________________________________________________ Expense Current Value Net Incurred Cost of Asset on Gain Identity of Description Purchase Selling Lease with of Transaction or Party Involved of Security Price Price Rental Transaction Asset Date Loss ____________________ _____________________ ________ ________ ______ ___________ ________ ___________ _____ Merrill Lynch ML Government Fund $252,123 $ 0 $ 0 $ 0 $252,123 $252,123 $ 0 ML Government Fund 0 215,340 0 0 215,340 215,340 0 Bankers Trust Company Policy #94-748 124,314 $ 0 0 0 124,314 124,314 0 Policy #94-748 0 83,275 0 0 83,725 83,725 0 Capital Holding Providian BDA-00053-TR 147,252 0 0 0 147,252 147,252 0 BDA-00053-TR 0 33,381 0 0 33,381 33,381 0 Merrill Lynch E.I. DuPont de Nemours 48,816 0 0 0 48,816 48,816 0 & Company Stock Fund<Fa> E. I. DuPont de Nemours & Company Stock Fund<Fa> 0 41,866 0 0 30,340 41,866 11,526 [FN] <Fa>Note - All of the above transactions except for the DuPont Stock Fund represent transactions for the Conoco & Consol Plans on a commingled basis. 20 PAGE 21 EXHIBIT INDEX Exhibit Number Description ------- ----------- 24 Consent of Independent Auditors 21 PAGE 22 SIGNATURE Exhibit 24 CONSENT OF INDEPENDENT AUDITORS We hereby consent to the incorporation by reference in the Prospectus constituting part of the Registration Statement on Form S-8 (No. 33-26216) of E. I. du Pont de Nemours and Company of our report dated June 15, 1995 appearing on Page 4 of the Investment Plan for Salaried Employees of CONSOL Inc. Annual Report on this Form 11-K for the year ended December 31, 1994. ERNST & YOUNG Pittsburgh, Pennsylvania June 26, 1995 22