PAGE 1 ============================================================ 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, 1996 SAVINGS AND INVESTMENT PLAN OF E. I. DU PONT DE NEMOURS AND COMPANY (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) ============================================================ PAGE 2 INDEX Page(s) Report of Independent Accountants................. 4 Financial Statements: Statements of Net Assets Available for Plan Benefits, with Fund Information as of September 30, 1996 and 1995....................... 5-8 Statements of Changes in Net Assets Available for Plan Benefits, with Fund Information for the Years Ended September 30, 1996 and 1995....... 9-12 Notes to Financial Statements..................... 13-20 Supplemental Schedules*: Schedule I: Schedule of Assets Held for Investment Purposes at September 30, 1996 .................... 21 Schedule II: Schedule of Reportable Transactions for the Year Ended September 30, 1996.............. 22 EXHIBITS Exhibit Number Description 24 Consent of Independent Accountants. *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. PAGE 3 Pursuant to the requirements of the Securities and Exchange Act of 1934, E. I. du Pont de Nemours and Company has duly caused this Annual Report to be signed by the undersigned hereunto duly authorized. Savings and Investment Plan of E. I. du Pont de Nemours and Company Date: February 27, 1997 By /s/ Kurt M. Landgraf -------------------------------- Senior Vice President and Chief Financial Officer PAGE 4 REPORT OF INDEPENDENT ACCOUNTANTS To the Participants and Administrator of the Savings and Investment Plan of E. I. du Pont de Nemours and Company In our opinion, the financial statements listed in the accompanying index present fairly, in all material respects, the net assets available for plan benefits of the Savings and Investment Plan of E. I. du Pont de Nemours and Company at September 30, 1996 and 1995, and the changes in net assets available for plan benefits for the years then ended, in conformity with generally accepted accounting principles. These financial statements are the responsibility of the Plan Administrator; 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 generally accepted auditing standards 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 the Plan Administrator, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The additional information included in Schedules I and II is presented for purposes of additional analysis and is not a required part of the basic financial statements but is additional information required by ERISA. The Fund Information in the statements of net assets available for benefits and the statements of changes in net assets available for benefits is presented for purposes of additional analysis rather than to present the net assets available for plan benefits and changes in net assets available for benefits of each fund. Schedule I and II and the Fund Information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. PRICE WATERHOUSE LLP Philadelphia, Pennsylvania January 10, 1997 PAGE 5 SAVINGS AND INVESTMENT PLAN OF E. I. DU PONT DE NEMOURS AND COMPANY STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION SEPTEMBER 30, 1996 (Dollars In Thousands, Except Unit or Share Values) FUND INFORMATION ---------------------------------------------------------------------------------- 3-Way Merrill Fidelity Asset DuPont Lynch Fixed Magellan Allocation Common Stock Loan Equity Income Fund Fund Fund Fund Fund Index ------------- ----------- ---------- ------------- -------- -------- Investments, at fair value (notes 1, 2 and 3) DuPont Company common stock (cost $521,554) ............. $1,159,506 Mutual Funds (cost $810,162).............. $522,539 Common/Collective Trusts (cost $373,311).............. $158,463 $379,297 Short-term investments & cash (cost $42,465)................. $ 40,140 478 145 1,060 347 Loans to participants- principal balance ........... $195,879 ---------- -------- -------- ---------- -------- -------- 40,140 523,017 158,608 1,160,566 195,879 379,644 Investments, at contract value Fixed income fund (contract value $5,733,798).. 5,733,798 ---------- -------- -------- ---------- -------- -------- Total investments ........... 5,773,938 523,017 158,608 1,160,566 195,879 379,644 Receivables Due from E. I. du Pont de Nemours and Company....... 21,473 4,029 1,022 2,694 1,805 ---------- -------- -------- ---------- -------- -------- Net assets available for plan benefits .................... $5,795,411<Fa> $527,046<Fa> $159,630 $1,163,260<Fa> $195,879 $381,449 ========== ======== ======== ========== ======== ======== Unit or share values (note 2) ... $93.11 $76.05 $15.39 $88.13 $45.41 ========== ======== ======== ========== ======== <FN> - ------------------ <Fa> Represents more than 5% of the net assets available for benefits. The accompanying notes are an integral part of these financial statements. Continued on next page PAGE 6 SAVINGS AND INVESTMENT PLAN OF E. I. DU PONT DE NEMOURS AND COMPANY STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION SEPTEMBER 30, 1996 (Continued) (Dollars In Thousands, Except Unit or Share Values) FUND INFORMATION Merrill Merrill Merrill Lynch Lynch Lynch Basic Total Global Capital Value All Holdings Fund Fund Funds -------- -------- -------- ----------- Investments, at fair value (notes 1, 2 and 3) DuPont Company common stock (cost $521,554) ............. $1,159,506 Mutual Funds (Cost $810,162).............. $95,757 $103,724 $122,042 844,062 Common/Collective Trusts (Cost $373,311).............. 537,760 Short-term investments & cash (cost $42,465)................. 88 95 112 42,465 Loans to participants- principal balance ........... 195,879 ------- -------- -------- ---------- 95,845 103,819 122,154 2,779,672 Investments, at Contract Value Fixed income fund (contract value $5,733,798).. 5,733,798 ------- -------- -------- ---------- Total investments .......... 95,845 103,819 122,154 8,513,470 Receivables Due from E. I. du Pont de Nemours and Company....... 737 837 883 33,480 -------- -------- -------- ---------- Net assets available for plan benefits .................... $96,582 $104,656 $123,037 $8,546,950 ======= ======== ======== ========== Unit or share values (note 2) ... $14.53 $30.51 $29.52 ====== ====== ====== The accompanying notes are an integral part of these financial statements. PAGE 7 SAVINGS AND INVESTMENT PLAN OF E. I. DU PONT DE NEMOURS AND COMPANY STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION SEPTEMBER 30, 1995 (Dollars In Thousands, Except Unit or Share Values) FUND INFORMATION -------------------------------------------------------------------------------- 3-Way DuPont Merrill Fidelity Asset Common Lynch Fixed Income Magellan Allocation Stock Loan Equity Fund Fund Fund Fund Fund Index ------------- ----------- ---------- ----------- -------- -------- Investments, at fair value (notes 1, 2 and 3) DuPont Company common stock (cost $461,493) ............. $911,320 Mutual Funds (cost $541,976).............. $465,326 Common/Collective Trusts (cost $292,380).............. $133,165 $263,648 Short-term investments & cash (cost $35,981)............... $ 34,700 302 86 590 170 Loans to participants- principal balance ........... $185,287 ---------- -------- -------- -------- -------- -------- 34,700 465,628 133,251 911,910 185,287 263,818 Investments, at Contract Value Fixed income fund (contract value $5,507,691).. $5,507,691 ---------- -------- -------- -------- -------- -------- Total investments .......... 5,542,391 465,628 133,251 911,910 185,287 263,818 Receivables Due from E. I. du Pont de Nemours and Company....... 22,899 3,605 943 1,941 1,139 ---------- -------- -------- -------- -------- -------- Net assets available for plan benefits .................... $5,565,290<Fa> $469,233<Fa> $134,194 $913,851<Fa> $185,287 $264,957 ========== ======== ======== ======== ======== ======== Unit or share values (note 2) ... $86.30 $92.37 $13.86 $68.75 $37.84 ========== ======== ======== ======== ======== <FN> - --------------------------- <Fa> Represents more than 5% of the net assets available for benefits. The accompanying notes are an integral part of these financial statements. Continued on next page PAGE 8 SAVINGS AND INVESTMENT PLAN OF E. I. DU PONT DE NEMOURS AND COMPANY STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION SEPTEMBER 30, 1995 (Continued) (Dollars In Thousands, Except Unit or Share Values) FUND INFORMATION Merrill Merrill Merrill Merrill Lynch Lynch Lynch Lynch Basic Total Global Balanced Capital Value All Holdings Fund Fund Fund Funds -------- --------- -------- -------- ----------- Investments, at fair value (notes 1, 2 and 3) DuPont Company common stock (cost $461,493) ............. $ 911,320 Mutual Funds (cost $541,976).............. $64,762 $14,607 $64,440 $60,131 669,266 Common/Collective Trusts (cost $292,380).............. 396,813 Short-term investments & cash (cost $35,981)............... 42 10 42 39 35,981 Loans to participants- principal balance ........... 185,287 ------- ------- ------- ------- ---------- 64,804 14,617 64,482 60.170 2.198,667 Investments, at Contract Value Fixed income fund (contract value $5,507,691).. 5,507,691 ------- ------- ------- ------- ---------- Total investments .......... 64,804 14,617 64,482 60,170 7,706,358 Receivables Due from E. I. du Pont de Nemours and Company....... 581 157 612 499 32,376 -------- --------- -------- -------- --------- Net assets available for plan benefits .................... $65,385 $14,774 $65,094 $60,669 $7,738,734 ======= ======== ======== ======== =========== Unit or share values (note 2) ... $13.78 $11.56 $31.11 $27.54 ====== ====== ====== ====== The accompanying notes are an integral part of these financial statements. PAGE 9 SAVINGS AND INVESTMENT PLAN OF E. I. DU PONT DE NEMOURS AND COMPANY STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION FOR THE YEAR ENDED SEPTEMBER 30, 1996 (Dollars in Thousands) FUND INFORMATION 3-Way DuPont Merrill Fixed Fidelity Asset Common Lynch Income Magellan Allocation Stock Loan Equity Fund Fund Fund Fund Fund Index ----------- --------- ---------- --------- --------- ----------- Investment income Interest ................... $ 426,351 $ 50 $ 14 $ 45 $ 15,786 $ 23 Dividends .................. 110,229 13 29,606 16 Distribution of loan interest income .......... 11,402 1,517 363 1,259 (15,786) 592 Net realized gains (losses). 4,038 5,281 75,619 6,888 Net unrealized appreciation (depreciation) in fair value of investments ..... (98,055) 10,075 188,126 49,941 ---------- ------- ------- -------- -------- ---------- Total investment income .. 437,753 17,779 15,746 294,655 0 57,460 Contributions DuPont Company's contributions (net of forfeitures applied of $255).................. 47,885 8,263 2,112 5,719 2,970 Participants'............... 157,480 34,137 8,300 16,299 11,238 Rollovers................... 38,033 2,435 412 694 446 ---------- -------- ------- -------- -------- ---------- 681,151 62,614 26,570 317,367 0 72,114 ---------- -------- ------- -------- -------- ---------- Withdrawals .................. (331,755) (20,637) (5,333) (33,275) (6,820) (9,262) Net transfers among funds Loans ...................... (72,593) (6,729) (1,882) (11,377) 98,085 (2,568) Loan principal repayments... 57,415 8,468 1,895 6,439 (80,970) 3,166 Interfund transfers......... (112,870) 13,928 4,198 (30,422) 53,042 Assets transferred in......... 8,866 264 Affiliated company transfers in (out), net .... (93) 169 (12) 677 33 ---------- -------- ------- -------- -------- ---------- (451,030) (4,801) (1,134) (67,958) 10,592 44,378 ---------- -------- ------- -------- -------- ---------- Net increase(decrease)...... 230,121 57,813 25,436 249,409 10,592 116,492 Net assets available for plan benefits: Beginning of year .......... 5,565,290 469,233 134,194 913,851 185,287 264,957 ---------- -------- ------- -------- -------- ---------- End of year ................ $5,795,411 $527,046 $159,630 $1,163,260 $195,879 $381,449 ========== ======== ======= ========== ======== ========== The accompanying notes are an integral part of these financial statements. Continued on next page PAGE 10 SAVINGS AND INVESTMENT PLAN OF E. I. DU PONT DE NEMOURS AND COMPANY STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION FOR THE YEAR ENDED SEPTEMBER 30, 1996 (Continued) (Dollars in Thousands) FUND INFORMATION Merrill Merrill Merrill Merrill Lynch Lynch Lynch Lynch Basic Total Global Balanced Capital Value All Holdings Fund Fund Fund Funds --------- ---------- --------- --------- ----------- Investment income Interest ................ $ 8 $ 1 $ 10 $ 8 $442,296 Dividends ............... 3,538 1,137 11,508 7,149 163,196 Distribution of Loan interest income ....... 197 14 226 216 Net realized gains(losses) 933 (133) 971 1,413 95,010 Net unrealized appre- ciation (depreciation) in fair value of investments ........... 4003 (2,536) 2,904 154,458 ------- -------- -------- ------- -------- Total investment income .............. 8,679 1,019 10,179 11,690 854,960 Contributions DuPont Company's contributions (net of forfeitures applied of $255) .............. 1,307 115 1,601 1,418 71,390 Participants'............ 5,568 420 6,570 6,117 246,129 Rollovers................ 102 66 302 334 42,824 ------- ----------- --------- -------- ----------- 15,656 1,620 18,652 19,559 1.215,303 ------- ----------- --------- -------- ----------- Withdrawals ............... (2,496) (241) (3,901) (3,203) (416,923) Net transfers among funds Loans ................... (875) (147) (1,107) (807) Loan principal repayments 1,076 69 1,214 1,228 Interfund transfers...... 17,869 (16,075) 24,735 45,595 Assets transferred in...... 9,130 Affiliated company transfers in (out), net.. (33) (31) (4) 706 ------- ------- -------- ------- ---------- 15,541 (16,394) 20,910 42,809 (407,087) ------- ------- -------- ------- ---------- Net increase (decrease).... 31,197 (14,774) 39,562 62,368 808,216 Net assets available for plan benefits: Beginning of year ....... 65,385 14,774 65,094 60,669 7,738,734 ------- -------- -------- -------- ---------- End of year ............. $96,582 $ 0 $104,656 $123,037 $8,546,950 ======= ======== ======== ======== ========== The accompanying notes are an integral part of these financial statements. PAGE 11 SAVINGS AND INVESTMENT PLAN OF E. I. DU PONT DE NEMOURS AND COMPANY STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION FOR THE YEAR ENDED SEPTEMBER 30, 1995 (Dollars in Thousands) FUND INFORMATION 3-Way DuPont Merrill Fixed Fidelity Asset Common Lynch Income Magellan Allocation Stock Loan Equity Fund Fund Fund Fund Fund Index ------- --------- --------- --------- --------- -------- Investment income Interest ................. $424,680 $ 38 $ 12 $ 47 $14,289 $ 18 Dividends ................ 1,578 24,198 Distribution of loan interest income ........ 11,219 1,061 279 746 (14,289) 475 Net realized gains (losses) 9,320 2,589 39,591 3,735 Net unrealized appre- ciation in fair value of investments ............ 110,579 23,290 180,824 55,238 -------- -------- -------- -------- ------- ------- Total investment income ............... 435,899 122,576 26,170 245,406 0 59,466 Contributions DuPont Company's contributions (net of forfeitures applied of $286) ............... 51,396 6,417 1,863 3,832 2,184 Participants'............. 148,858 26,177 7,166 10,666 7,629 Rollovers................. 49,763 361 365 35,403 109 --------- ---------- ------- -------- -------- -------- 685,916 155,531 35,564 295,307 0 69,388 --------- ---------- ------- -------- -------- -------- Withdrawals................. (250,037) (9,727) (2,809) (25,764) (6,061) (7,877) Net transfers among funds Loans .................... (76,484) (5,583) (1,692) (10,549) 99,180 (2,329) Loan principal repayments. 56,081 5,608 1,395 3,937 (72,196) 2,431 Interfund transfers....... (13,001) (4,516) (4,433) 30,781 941 Affiliated company transfers in (out), net... (113) 107 45 172 87 1 ---------- --------- ------- -------- -------- -------- (283,554) (14,111) (7,494) (1,423) 21,010 (6,833) ---------- --------- ------- -------- -------- -------- Net increase(decrease).... 402,362 141,420 28,070 293,884 21,010 62,555 Net assets available for plan benefits: Beginning of year ........ 5,162,928 327,813 106,124 619,967 164,277 202,402 ---------- -------- -------- -------- -------- --------- End of year ..............$5,565,290 $469,233 $134,194 $913,851 $185,287 $264,957 ========== ======== ======== ======== ======== ========= The accompanying notes are an integral part of these financial statements. Continued on next page PAGE 12 SAVINGS AND INVESTMENT PLAN OF E. I. DU PONT DE NEMOURS AND COMPANY STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION FOR THE YEAR ENDED SEPTEMBER 30, 1995 (Continued) (Dollars in Thousands) FUND INFORMATION Merrill Merrill Merrill Merrill Lynch Lynch Lynch Lynch Basic Total Global Balanced Capital Value All Holdings Fund Fund Fund Funds --------- --------- --------- -------- ------------ Investment income Interest ................. $ 6 $ 2 $ 7 $ 5 $ 439,104 Dividends ................ 2,706 1,816 3,613 2,044 35,955 Distribution of Loan interest income ........ 185 49 146 129 Net realized gains (losses) (269) (610) 287 607 55,250 Net unrealized appre- ciation in fair value of investments............. 2,313 459 7,124 8,141 387,968 -------- --------- -------- ------- ---------- Total investment income ............... 4,941 1,716 11,177 10,926 918,277 Contributions DuPont Company's contributions (net of forfeitures applied of $286) ............... 1,251 375 1,189 883 69,390 Participants'............. 5,312 1,411 4,888 3,649 215,756 Rollovers................. 101 28 138 64 86,332 ------- ----------- --------- -------- ----------- 11,605 3,530 17,392 15,522 1,289,755 ------- ----------- --------- -------- ----------- Withdrawals ................ (1,829) (713) (1,647) (1,847) (308,311) Net transfers among funds Loans .................... (855) (273) (799) (616) Loan principal repayments 1,017 263 715 749 Interfund transfers....... (13,701) (4,164) 3,558 4,535 Affiliated company transfers in (out), net... 17 (181) 24 10 169 ------- ---------- --------- -------- ----------- (15,351) (5,068) 1,851 2,831 (308,142) ------- ----------- --------- -------- ----------- Net increase(decrease)... (3,746) (1,538) 19,243 18,353 981,613 Net assets available for plan benefits: Beginning of year ........ 69,131 16,312 45,851 42,316 6,757,121 ------- ----------- --------- -------- ----------- End of year .............. $65,385 $14,774 $65,094 $60,669 $7,738,734 ======= =========== ========= ======== =========== The accompanying notes are an integral part of these financial statements. PAGE 13 SAVINGS AND INVESTMENT PLAN OF E. I. DU PONT DE NEMOURS AND COMPANY (THE "COMPANY") NOTES TO FINANCIAL STATEMENTS NOTE 1 -- DESCRIPTION OF SAVINGS AND INVESTMENT PLAN: THE PLAN The following description of the Savings and Investment Plan of E. I. duPont de Nemours and Company (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 Company's Board of Directors and became effective September 1, 1955. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 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 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 its subsidiaries (including Du Pont Merck Pharmaceutical Company (Dupont Merck) and DuPont-Dow Elastomers, general partnerships which have adopted the Plan) who has completed at least one year of continuous service, as determined in accordance with the Company's service rules, or who has been compensated for 1,000 or more hours in a period of twelve consecutive months is eligible to participate in the Plan. An eligible employee may authorize the Company to make a payroll deduction under the Plan ranging from 1% to 22% of monthly pay. The amount deducted can be deposited into a before-tax or after-tax account or some combination thereof. Any amounts in excess of 16% are considered to be cash supplemental deposits and must be deposited in the after-tax account. The Company will contribute an amount equal to 50% of the participant's savings deductions during a month except that no company contribution will be made for any participant's savings in excess of 6% of monthly pay. In addition, subject to certain limitations, a participant is allowed to make lump sum savings deposits in cash or through payroll deduction to the Plan at any time. 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 any PAGE 14 SAVINGS AND INVESTMENT PLAN OF E. I. DU PONT DE NEMOURS AND COMPANY (THE "COMPANY") NOTES TO FINANCIAL STATEMENTS - (Continued) matched before-tax or after-tax savings or company contributions contributed to the account during the last two years of participation. A participant who retires from active service may elect to make an account withdrawal at any time. Required minimum distribution will begin in March of the calendar year following the year in which the participant attains age 70-1/2. Participants may borrow up to one-half of their nonforfeitable 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 payroll deduction. A participant also has the right to repay the loan in full at any time without penalty. INVESTMENT FUNDS The following investment funds have been established for the investment of employee savings and company 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. Fidelity Magellan Fund -- A growth mutual fund offered through Fidelity Investments Institutional Operations Company. PAGE 15 SAVINGS AND INVESTMENT PLAN OF E. I. DU PONT DE NEMOURS AND COMPANY (THE "COMPANY") NOTES TO FINANCIAL STATEMENTS - (Continued) 3-Way Asset Allocation Fund -- 3-Way Asset Allocation Fund with money invested by BZW Global Investors among stocks, bonds, and cash (money market). DuPont Common Stock Fund -- DuPont common stock. Loan Fund -- Participant loans--amounts transferred from other funds that are loaned to participants. Merrill Lynch Funds -- Prior to March 1, 1996, a group of 5 different mutual funds each with its own investment objective offered through Merrill Lynch. On March 1, 1996, Merrill Lynch merged the Balanced Fund into the Global Holdings Fund; thereby, eliminating the Balanced Fund from Merrill Lynch's investment line-up. Prior to the merger, participants were permitted to transfer their Balanced Fund holding to any of the other investment options available in the Plan. At the discretion of the Administrator, the Plan's position remaining in the Balanced Fund, immediately prior to the merger, was converted to the Merrill Lynch Capital Fund. Participants may allocate their before and after-tax savings deductions and company contributions among all funds at their discretion. Assets transferred in represent transfers resulting from the DuPont-Dow Elastomers joint venture. Affiliated company transfers in (out) represent the net movement of participant account balances between the Plan and other Company sponsored defined contribution benefit plans. PAGE 16 SAVINGS AND INVESTMENT PLAN OF E. I. DU PONT DE NEMOURS AND COMPANY (THE "COMPANY") NOTES TO FINANCIAL STATEMENTS - (Continued) 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 Vice President, Pension Fund Investment, has the authority to designate the Plan's investment options. All recordkeeping and trustee fees of the Plan are paid by the Company. Brokerage fees, transfer taxes, investment fees and other expenses incident to the purchase and sale of securities and investments in the Fixed Income Fund, Fidelity Magellan Fund, DuPont Common Stock Fund, 3-Way Asset Allocation Fund, and Merrill Lynch Funds 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 the participant's account on the termination date. NOTE 2 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES INVESTMENT VALUATION AND INCOME RECOGNITION The accompanying financial statements are prepared on the accrual basis of accounting. The Plan's investments are stated at fair value, except for the Fixed Income Fund, which is valued at contract value. The Fixed Income Fund guaranteed investment contracts, separate account portfolios and synthetic guaranteed investment contracts are fully benefit responsive and thus, are stated at cost plus accrued interest, using the contracted interest rates applied to the daily account balances. Mutual funds are valued at quoted market prices which represents the net asset value of shares held by the Plan at year-end. Commom/Collective Trust Funds are stated at the fair value of all underlying assets as reported by the applicable custodian. Loans to participants, short-term investments, and cash are valued at cost which approximates fair value. Common stock is valued at its quoted market price at year-end. PAGE 17 SAVINGS AND INVESTMENT PLAN OF E. I. DU PONT DE NEMOURS AND COMPANY (THE "COMPANY") NOTES TO FINANCIAL STATEMENTS - (Continued) 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 Fund. 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 investment securities are based on average cost of the securities sold. Purchases and sales are recorded on a trade date basis. USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires the Plan Administrator to make estimates and assumptions that affect the reported amounts in the financial statements. Actual results could differ from those estimates. RECLASSIFICATIONS Certain reclassifications have been made from the prior year to conform to the current year presentation. PAGE 18 SAVINGS AND INVESTMENT PLAN OF E. I. DU PONT DE NEMOURS AND COMPANY (THE "COMPANY") NOTES TO FINANCIAL STATEMENTS - (Continued) NOTE 3 -- INVESTMENTS The Fixed Income Fund consists of guaranteed investment contracts (GIC), separate account portfolios (SAP) and synthetic guaranteed investment contracts (SYN). The crediting interest rates ranged from 5.38% to 10.65% for the year ended September 30, 1996 and from 5.38% to 11.27% for the year ended September 30, 1995. The fund's blended rate of return for the year was 7.9% in 1996 and 8.2% in 1995. The crediting rates for SAP and SYN contracts are reset annually and are based on the market value of the underlying portfolio of assets backing 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. The contract values and fair values of investment contracts as of September 30, 1996 are as follows: Contract Value Fair Value (Dollars in Thousands) Guaranteed Investment Contracts $1,999,573 $2,067,746 Synthetic Guaranteed Investment Contracts 2,447,719 2,447,719 Separate Account Guaranteed Investment 1,286,506 1,284,766 Contracts $5,733,798 $5,800,231 ========== ========== Included in the fair value of synthetic guaranteed investment contracts is $(28,180) related to wrapper contracts which guarantee the contract value of the synthetic guaranteed investment contracts for participant-initiated withdrawal events. PAGE 19 SAVINGS AND INVESTMENT PLAN OF E. I. DU PONT DE NEMOURS AND COMPANY (THE "COMPANY") NOTES TO FINANCIAL STATEMENTS - (Continued) NOTE 4 -- REALIZED AND UNREALIZED GAINS AND LOSSES Realized and unrealized gains and losses are calculated based upon historical cost of assets. Such gains and losses are computed on a current value basis for Form 5500. The difference may result in a differing classi- fication between realized and unrealized but the total gain or loss will be unaffected. NOTE 5 -- INCOME TAX STATUS The Savings and Investment Plan is a qualified plan pursuant to Section 401(a) of the Internal Revenue Code and the related Trusts are exempt from federal taxation under Section 501(a) of the Code. A favor- able tax determination letter dated October 26, 1995 has been received by the Plan. Accordingly, no provision has been made for federal income taxes in the accompanying financial statements. 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: September 30, 1996 1995 ----------- ----------- (Dollars in Thousands) Net assets for benefits per the financial statements $8,546,950 $7,738,734 Less: Amounts allocated to withdrawing participants (4,988) (3,978) ----------- ----------- Net assets available for benefits per the Form 5500: $8,541,962 $7,734,756 =========== =========== PAGE 20 SAVINGS AND INVESTMENT PLAN OF E. I. DU PONT DE NEMOURS AND COMPANY (THE "COMPANY") NOTES TO FINANCIAL STATEMENTS - (Continued) The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500: Year ended September 30, 1996 ---------------------- (Dollars in Thousands) Benefits paid to participants per the financial statements $416,923 Add: Amounts allocated to withdrawing participants at September 30, 1996 4,988 Less: Amounts allocated to withdrawing participants at September 30, 1995 (3,978) ------------ Benefits paid to participants per the Form 5500 $417,933 ============ 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 not yet paid as of that date. NOTE 7 -- RELATED PARTY TRANSACTIONS Certain Plan investments are shares of mutual funds managed by the Trustee. Therefore, transactions in these investments qualify as party-in-interest transactions which are exempt from the prohibited transaction rules. NOTE 8 -- SUBSEQUENT EVENTS On January 1, 1997, the maximum allowable saving rate will increase to 17% for the Before-tax account and 22% for the After-tax account. During 1996, the sale of the Diagnostic Imaging Business was finalized with the Sterling Group Inc., the In-Vitro Diagnostics business was sold to Dade International Inc., and the DuPont Sorvall Centrifuge business was sold to First Chicago Equity Capital. Participants employed in the former Medical Products businesses that were divested were permitted to continue to make contributions from the sale dates until December 31, 1996. Effective December 31, 1996, participants employed in the businesses that were divested will no longer participate in the Plan. Contribution from the sale dates to December 31, 1996 and earnings on those contributions will be transferred out of the Plan by January 31, 1997. PAGE 21 SCHEDULE I SAVINGS AND INVESTMENT PLAN OF E. I. DU PONT DE NEMOURS AND COMPANY (THE "COMPANY") ITEM 27A-SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES SEPTEMBER 30, 1996 Current Description Cost Value (Dollars in Thousands) Aetna Life Insurance Company--7.73%, 1/2/01 (SAP) ............ $ 194,800 $ 194,800 Aetna Life Insurance Company--7.18%, 1/2/01 (SAP) ............ 114,767 114,767 Aetna Life Insurance Company--8.73%, 12/1/96 (GIC) ............ 13,728 13,728 Aetna Life Insurance Company--8.88%, 12/1/96 (GIC) ............ 13,976 13,976 Aetna Life Insurance Company--8.52%, 12/1/96 (GIC) ............ 13,413 13,413 Aetna Life Insurance Company--9.71%, 12/1/98 (GIC) ............ 92,744 92,744 Aetna Life Insurance Company--9.48%, 12/1/98 (GIC) ............ 91,336 91,336 Aetna Life Insurance Company--8.90%, 12/1/99 (GIC)............. 102,071 102,071 Aetna Life Insurance Company--8.89%, 12/1/00 (GIC)............. 104,318 104,318 Allstate Life Insurance Company--8.50%, 12/1/01 (GIC) ......... 141,612 141,612 Bankers Trust--6.549%, 08/30/02 (SYN) ......................... 221,641 221,641 Bankers Trust--7.569%, Evergreen (SYN) ........................ 254,865 254,865 CDC--7.11%, 10/1/02 (SYN)...................................... 101,103 101,103 CDC--6.99%, 10/1/02 (SYN)...................................... 50,028 50,028 CDC--7.2%, 10/1/02 (SYN)....................................... 50,258 50,258 Citibank--5.38%, 9/1/00 (SYN) ................................. 175,362 175,362 Citibank--7.45%, 08/31/01 (SYN) ............................... 58,641 58,641 John Hancock Mutual Life Insurance Company-- 9.4%, 12/1/98 (GIC) ......................................... 90,845 90,845 John Hancock Mutual Life Insurance Company-- 9.0%, 12/1/99 (GIC) ......................................... 102,656 102,656 John Hancock Mutual Life Insurance Company--8.89%, 12/1/99 (GIC). 102,009 102,009 John Hancock Mutual Life Insurance Company--8.31%, 12/3/01 (GIC). 94,090 94,090 John Hancock Mutual Life Insurance Company--6.57%, 1/2/99 (SAP).. 179,786 179,786 Massachusetts Mutual Life Insurance Company--9.15%, 12/1/00 (GIC) 102,278 102,278 Metropolitan Life Insurance Company--9.64%, 12/1/98, (GIC) ...... 92,308 92,308 Metropolitan Life Insurance Company--7.31%, Evergreen (SAP) ..... 135,253 135,253 J. P. Morgan--6.62%, Evergreen (SYN) ............................ 245,949 245,949 J. P. Morgan--6.302%, Evergreen (SYN) ........................... 274,052 274,052 New York Life Insurance Company--10.15%, 12/1/97 (GIC) .......... 57,356 57,356 New York Life Insurance Company--9.75%, 12/1/97 (GIC) ........... 55,661 55,661 New York Life Insurance Company--9.36%, 12/1/98 (GIC) ........... 90,608 90,608 New York Life Insurance Company--9.66%, 12/1/98 (GIC) ........... 27,670 27,670 New York Life Insurance Company--9.27%, 12/01/00 (GIC) .......... 86,745 86,745 New York Life Insurance Company--7.25%, 12/1/01 (SAP) ........... 114,920 114,920 New York Life Insurance Company--7.17%, 12/1/01 (SAP) ........... 156,557 156,557 New York Life Insurance Company--6.23%, 12/1/01 (SAP) ........... 155,687 155,687 Peoples Security Life Insurance Company, a Member of the Capital Holdings Family--7.345%, 1/1/01 (SYN) ................ 266,839 266,839 Peoples Security Life Insurance Company, a Member of the Capital Holdings Family--6.756%, 1/1/01 (SYN) ................ 228,331 228,331 Prudential Life Insurance Company--10.65%, 12/1/97 (GIC) ........ 59,524 59,524 Prudential Life Insurance Company--8.97%, 12/1/99 (GIC) ......... 106,577 106,577 Prudential Life Insurance Company-- 9.6%, 12/1/00 (GIC) ......... 90,241 90,241 Prudential Life Insurance Company--8.08%, 7/1/01 (SAP) ......... 116,781 116,781 Prudential Life Insurance Company--7.71%, 1/1/01 (SAP) .......... 117,955 117,955 Prudential Life Insurance Company--9.01%, 12/1/99 (GIC) ......... 106,821 106,821 Travelers Life Insurance Company--10.17%, 12/1/97 (GIC) ......... 57,444 57,444 Travelers Life Insurance Company--9.15%, 12/1/99 (GIC) .......... 103,542 103,542 Union Bank of Switzerland--7.57%, Evergreen (SYN) ............... 268,240 268,240 Welington Management Company--6.516%, Evergreen (SYN)............ 252,410 252,410 ---------- --------- Total GIC, SAP and SYN........................................ 5,733,798 5,733,798 ========== ========= Fidelity Magellan Fund........................................... 512,985 522,539 3-Way Asset Allocation Fund...................................... 119,134 158,463 DuPont Common Stock.............................................. 521,554 1,159,506 Loans to Participants (8.0% - 8.5%).............................. 195,879 195,879 Short Term Investments and Cash.................................. 42,465 42,465 Merrill Lynch Equity Index....................................... 254,177 379,297 Merrill Lynch Global Holdings.................................... 87,066 95,757 Merrill Lunch Capital Fund....................................... 98,823 103,724 Merrill Lunch Basic Value Fund................................... 111,238 122,042 --------- --------- Total Investment Portfolio $7,677,169 $8,513,470 ========== ========== GIC Guaranteed Investment Contract SAP Separate Account Portfolio SYN Synthetic Guaranteed Investment Contract PAGE 22 SAVINGS AND INVESTMENT PLAN OF E.I. DUPONT DE NEMOURS AND COMPANY SCHEDULE II ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED SEPTEMBER 30, 1996 (DOLLARS IN THOUSANDS) Transactions or Series of Transactions in Excess of 5% of Current Value of Plan Assets as of October 1, 1995 Contract Current Value/ Value on Identity Description Purchase Sale Cost of Transaction Gain on of Party of Asset Price Price Asset Date Transaction - -------- ----------- -------- ----- -------- ---------- ----------- JP Morgan SYN $317,873 $317,873 $317,873 JP Morgan SYN $144,435 144,435 144,435 - DuPont Common Stock 347,558 347,558 347,558 DuPont Common Stock 360,822 285,203 360,822 $75,619 Fidelity Magellan Fund 354,307 354,307 354,307 Fidelity Magellan Fund 203,252 199,214 203,252 4,038 Page 23 EXHIBIT INDEX Exhibit Number Description 24 Consent of Independent Accountants. PAGE 24 Exhibit 24 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 33-36339) of E. I. du Pont de Nemours and Company of our report dated January 10,1997, which appears on page 4 of this Form 11-K. PRICE WATERHOUSE LLP Philadelphia, Pennsylvania February 27, 1997