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, 1996 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, 1996 and 1995 .................... Statements of Changes in Net Assets Available 7 - 10 for Plan Benefits for the Years Ended December 31, 1996 and 1995 ............................................. Notes to Financial Statements ............................... 11 - 17 Additional Information: Schedule of Assets Held for Investment Purposes at December 31, 1996 (Schedule I) ............................ 18 - 19 Schedule of Reportable Transactions for the Year Ended December 31, 1996 (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 23, 1997 /s/Karen L. Musial ________________________________ Karen L. Musial 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, 1996 and 1995, 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, 1996 and 1995, 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 performed 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, 1996, 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 1996 financial statements and, in our opinion, are fairly stated in all material respects in relation to the 1996 basic financial statements taken as a whole. ERNST & YOUNG, LLP Pittsburgh, Pennsylvania June 6, 1997 4 PAGE 5 INVESTMENT PLAN FOR SALARIED EMPLOYEES OF CONSOL INC. STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS DECEMBER 31, 1996 (Dollars In Thousands, Except for Share and Unit Amounts) Investments (Notes 1, 2 and 3): Fixed Income Fund, 6,451,787 units (participants' cost $651,152), unit value $100.926... $651,152 Fidelity Magellan Fund, 496,849 shares (participants' cost $36,566), share value $80.650.... 40,071 Barclays 3-Way Fund, 1,066,933 units, (participants' cost $12,247) unit value $16.370...... 17,466 E. I. DuPont de Nemours & Company Common Stock, 2,647,302 shares (participants' cost $127,200) share value $94.125.................................. 249,177 ML Equity Index Trust CL A, 222,460 shares, (participants' cost $8,282), share value $49.161..... 10,936 ML Global Holdings Fund CL A, 374,467 shares, (participants' cost $4,966), share value $14.080..... 5,272 ML Capital Fund CL A, 174,289 shares, (participants' cost $5,091), share value $31.050..... 5,412 ML Basic Value Fund CL A, 193,281 shares, (participants' cost $5,214), share value $31.000..... 5,992 Chrysler Corporation Common Stock, 11,188 shares (participants' cost $84) share value $33.000......... 369 Loans to participants (principal balance) ............. 22,157 ---------- Total Investments ................................. $1,008,004 Receivables (including $3,251 from CONSOL) .............. 3,516 ---------- Net assets available for plan benefits ............ $1,011,520 ========== 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, 1995 (Dollars In Thousands, Except for Share and Unit Amounts) Investments (Notes 1, 2 and 3): Fixed Income Fund, 6,426,894 units, (participants' cost $600,664) unit value $93.461...... $600,664 Fidelity Magellan Fund, 409,020 shares (participants' cost $29,299), share value $85.980..... 35,168 Wells Fargo Asset Allocation Fund, 1,002,301 units (participants' cost $10,754), unit value $14.580...... 14,614 E. I. DuPont de Nemours & Company Common Stock 3,102,124 shares (participants' cost $133,989) share value $69.875................................... 216,761 ML Equity Index Trust CL A, 125,712 shares, (participants' cost $3,645), share value $40.092...... 5,040 ML Global Holdings Fund CL A, 300,212 shares, (participants' cost $3,838), share value $13.320...... 3,999 ML Balanced Fund for Investment & Retirement CL A, 67,148 shares, (participants' cost $781), share value $11.370......................................... 763 ML Capital Fund CL A, 119,943 shares, (participants' cost $3,365), share value $30.550...... 3,664 ML Basic Value Fund CL A, 121,885 shares, (participants' cost $2,970), share value $28.310...... 3,451 Chrysler Corporation Common Stock, 6,460 shares (participants' cost $97) share value $55.375.......... 358 Loans to participants (principal balance)............... 22,690 -------- Total Investments................................... 907,172 Receivables (including $3,353 from CONSOL).............. 4,666 Net Assets Available for Plan Benefits.............. $911,838 ======== 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, 1996 (Dollars in Thousands) Fixed Fidelity Barclays DuPont ML ML ML Income Magellan 3-Way Stock Equity Index Global Balanced Fund Fund Fund Fund Trust Holdings Fund ========= ========== ========= ========== ============ ======== ========= Investment income $ 48,734 $ 6,260 $ 2 $ 6,162 $ - $ 320 $ 22 (dividends and interest) Net realized and unrealized appreciation (depreciation) of investments - (1,873) 1,898 69,920 1,567 231 4 Deposits and withdrawals: Employee deposits 11,056 1,493 478 5,398 213 183 9 Employer contributions 6,637 810 251 3,255 124 104 6 Rollover contributions 10,166 388 291 863 149 35 - Employee withdrawals (64,322) (2,185) (683) (9,111) (483) (339) (7) Transfers between investment options (net) 39,171 (137) 566 (45,387) 4,268 723 (796) Loan issues (6,959) (475) (154) (2,434) (62) (30) (2) Loan repayments 4,938 528 164 2,651 100 38 1 Loan interest 1,022 102 39 589 20 8 - Trust to Trust transfers 45 (8) - 510 - - - _________ _________ _________ _________ ________ ________ _______ Change in net assets available for plan benefits for year 50,488 4,903 2,852 32,416 5,896 1,273 (763) Net assets available for plan benefits at beginning of year 600,664 35,168 14,614 216,761 5,040 3,999 763 _________ _________ _________ _________ ________ ________ _______ Net assets available for plan benefits at end of year $651,152 $ 40,071 $ 17,466 $249,177 $10,936 $ 5,272 $ - ========= ========= ========= ========= ======== ======== ======= 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, 1996 (Continued) (Dollars in Thousands) ML ML Chrysler Capital Basic Value Stock Loan Total Fund Fund Fund Fund Receivables All Funds ======= =========== ======== ======== =========== ========= Investment income $ 528 $ 394 $ 16 $ 1,770 $ 27 $ 64,235 (dividends and interest) Net realized and unrealized appreciation (depreciation) of investments 86 393 66 - - 72,292 Deposits and withdrawals: Employee deposits 218 196 - - (50) 19,194 Employer contributions 134 124 - - (51) 11,394 Rollover contributions 58 33 - - - 11,983 Employee withdrawals (364) (282) (53) (2,127) - (79,956) Transfers between investment options (net) 1,045 1,638 (18) - (1,073) - Loan issues (42) (67) - 10,225 - - Loan repayments 69 91 - (8,624) 44 - Loan interest 16 21 - (1,770) (47) - Trust to Trust transfers - - - (7) - 540 ________ ________ ______ ________ ______ _________ Change in net assets available for plan benefits for year 1,748 2,541 11 (533) (1,150) 99,682 Net assets available for plan benefits at beginning of year 3,664 3,451 358 22,690 4,666 911,838 ________ ________ ______ ________ _______ _________ Net assets available for plan benefits at end of year $ 5,412 $ 5,992 $ 369 $22,157 $3,516 $1,011,520 ======== ======== ====== ======== ====== ========= 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, 1995 (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 $ 47,246 $ 2,011 $ 2 $ 6,103 $ - $ 212 $ 55 (dividends and interest) Net realized and unrealized appreciation (depreciation) of investments - 7,044 3,304 44,314 1,170 351 137 Deposits and withdrawals: Employee deposits 12,002 1,465 537 6,308 109 202 59 Employer contributions 7,334 788 266 3,548 76 106 38 Rollover contributions 11,442 267 248 431 20 76 - Employee withdrawals (47,201) (793) (397) (6,119) ( 80) (266) (53) Transfers between investment options (net) 15,615 (3,919) (718) (11,301) 609 (964) (857) Loan issues (7,420) (425) (229) (3,302) ( 68) (31) (31) Loan repayments 4,502 468 125 2,575 49 45 20 Loan interest 1,000 94 32 616 13 11 2 Trust to Trust transfers 30 5 6 374 (119) 3 4 _________ _________ _________ _________ ________ ________ _______ Change in net assets available for plan benefits for year 44,550 7,005 3,176 43,547 1,779 (255) (626) Net assets available for plan benefits at beginning of year 556,114 28,163 11,438 173,214 3,261 4,254 1,389 _________ _________ _________ _________ ________ ________ _______ Net assets available for plan benefits at end of year $600,664 $ 35,168 $ 14,614 $216,761 $ 5,040 $ 3,999 $ 763 ========= ========= ========= ========= ======== ======== ======= 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, 1995 (Continued) (Dollars in Thousands) ML ML Chrysler Capital Basic Value Stock Loan Total Fund Fund Fund Fund Receivables All Funds ======= =========== ======== ======== =========== ========= Investment income $ 364 $ 153 $ 12 $ 1,851 $ 2 $58,011 (dividends and interest) Net realized and unrealized appreciation (depreciation) of investments 453 622 40 - - 57,435 Deposits and withdrawals: Employee deposits 159 141 - - (73) 20,909 Employer contributions 91 91 - - (76) 12,262 Rollover contributions 51 19 - - - 12,554 Employee withdrawals (52) (269) (20) (1,697) - (56,947) Transfers between investment options (net) (122) 186 (17) - 1,244 - Loan issues (75) (35) - 11,616 - - Loan repayments 45 49 - (7,886) 8 - Loan interest 10 13 - (1,851) 60 - Trust to Trust transfers 6 - - 7 - 316 ________ ________ ______ ________ ________ _________ Change in net assets available for plan benefits for year 1,174 970 15 2,040 1,165 104,540 Net assets available for plan benefits at beginning of year 2,490 2,481 343 20,650 3,501 807,298 ________ ________ ______ ________ ________ _________ Net assets available for plan benefits at end of year $ 3,664 $ 3,451 $ 358 $22,690 $ 4,666 $911,838 ======== ======== ====== ======== ======== ========= 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 Inc. ("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, 1996 and 1995, 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; 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 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, 1996 and December 31, 1995 was 7.99% and 8.33%, respectively. Fidelity Magellan Fund A growth mutual fund offered through Fidelity Investments. Barclays 3-Way Fund Asset Allocation Fund with money invested (Formerly known as Wells by BZW Global Investors among stocks, Fargo Asset Allocation Fund) 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 Barclays 3-Way Fund that are loaned to participants. Merrill Lynch Mutual Funds A group of four 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 fund is no longer available to Plan participants. At December 31, 1996, Plan participants were invested in the follow- ing funds (number of participants in each fund): Du Pont Common Stock (3,171); Fidelity Magellan Fund (1,239); Fixed Income Fund (5,631); Barclays 3-Way Fund (661); Merrill Lynch (ML) Global Holdings Fund (363); ML Equity Index Trust (402); ML Capital Fund (401); ML Basic Value Fund (362); Chrysler Corporation Common Stock (52) and Participant Loans (2,051). The numbers reflect participation in multiple funds 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. 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 this fund. 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 Investment Valuation and Income Recognition - For financial reporting purposes, the assets of the Plan are reflected on the accrual and fair value basis of accounting. The Fixed Income Fund guaranteed investment contracts (GIC), separate account portfolios (SAP) and synthetic guaranteed investment contracts (SYN) are fully benefit responsive and thus, 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 Barclays 3-Way Fund are stated at the fair value of all underlying assets as reported by the applicable custodian. The fair value of loans to participants in the Loan Fund represent the outstanding principal balances of the loans. 13 PAGE 14 The unit value or price of the Fixed Income Fund, the Barclays 3-Way 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. Use of Estimates - The preparation of financial statements, in conformity with generally accepted accounting principles, requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. NOTE 3 - INVESTMENTS The following presents the Plan's investments: December 31, 1996 December 31, 1995 Fixed Income (GIC, SAP, SYN).... $651,152 $600,664 DuPont Common Stock ............ 249,177 216,761 Fidelity Magellan Fund ......... 40,071 35,168 Barclays 3-Way Fund ............ 17,466 14,614 Merrill Lynch Mutual Funds ..... 27,612 16,917 Chrysler Common Stock .......... 369 358 Loans to Participants .......... 22,157 22,690 -------- -------- Total Investments $1,008,004 $907,172 ========== ======== 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, 1996 December 31, 1995 ----------- ----------------- ----------------- CDC Inv. Mgmt. Corp.--7.10% ............................... $ 12,549 $ - CDC Inv. Mgmt. Corp.--6.80% ............................... 10,348 - Deutsche Bank--6.34% ...................................... 31,773 - Aetna Life Insurance Company--9.01% ....................... - 31,766 Aetna Life Insurance Company--7.76% ....................... 35,400 - Aetna Life Insurance Company--9.32% ....................... 20,387 25,393 Aetna Life Insurance Company--9.89% ....................... 22,705 25,837 Bankers Trust--5.74% ...................................... 30,192 27,768 Metropolitan Life Ins. Co.--7.61% ......................... 63,625 57,426 New York Life Insurance Company--9.11% .................... 20,203 25,209 New York Life Insurance Company--9.71% .................... 21,046 26,117 Providian Capital Management Family--6.96% ................ 39,832 36,228 Principal Mutual Life Insurance Company--9.10% ............ 19,551 24,399 Principal Mutual Life Insurance Company--9.50% ............ 19,369 28,671 Prudential Ins. Co. of America--8.26% ..................... 60,539 54,188 Prudential Ins. Co. of America--7.08% ..................... 59,692 54,376 Prudential Insurance Company of America--9.66% ............ 19,600 28,973 Prudential Insurance Company of America--9.96% ............ 20,047 29,553 Bankers Trust--7.69% ...................................... 23,112 20,905 The Travelers Insurance Companies--9.66% .................. 21,468 24,481 Citibank 7.40% ............................................ 14,714 13,325 Union Bank of Switzerland--6.67% .......................... 39,742 36,175 JP Morgan--6.17% .......................................... 34,073 11,455 -------- -------- Total Investment Contracts $639,967 $582,245 Short Term Investments (Incl. Merrill Lynch Government Fund) 11,185 18,419 TOTAL INVESTMENT IN FIXED INCOME $651,152 $600,664 ======== ======== The aggregate crediting rates for all contracts as of December 31, 1996 and December 31, 1995 were 7.84% and 8.33% respectively. 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 synthetic guaranteed investment contracts and separate account guaranteed investment contracts have a guaranteed rate ranging from 0% to 3%. Guaranteed investment contracts contain penalty provisions or other adjustments for early termination of the contract not related to participant initiated events. The carrying values and fair values of investment contracts as of December 31, 1996 are as follows: Carrying Value (contract value) Fair Value Guaranteed Investment Contracts $184,376 $190,683 Synthetic Guaranteed Investment Contracts 236,335 236,501 Separate Account Guaranteed Investment Contracts 219,256 227,689 -------- -------- $639,967 $654,873 ======== ========= 15 PAGE 16 Synthetic guaranteed investment contracts are supported by 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, Barclays 3-Way 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. Merrill Lynch Fixed Income Fund Barclays 3-Way Fund Equity Index Trust _ Units Unit Units Unit Units Unit Outstanding Value Outstanding Value Outstanding Value January 31, 1996 6,530,030 $94.09 1,044,079 $14.85 135,604 $41.44 February 29, 1996 6,599,323 94.68 1,083,060 14.77 147,293 41.82 March 31, 1996 6,692,803 95.30 1,097,432 14.81 156,636 42.22 April 30, 1996 6,627,475 95.91 1,083,605 14.83 159,056 42.83 May 31, 1996 6,559,286 96.54 1,076,655 14.97 162,434 43.92 June 30, 1996 6,482,889 97.16 1,080,532 15.14 167,543 44.08 July 31, 1996 6,356,329 97.79 1,085,795 14.80 173,156 42.12 August 31, 1996 6,356,684 98.43 1,088,027 14.80 181,389 42.99 September 30, 1996 6,457,666 99.04 1,082,601 15.39 188,156 45.41 October 31, 1996 6,510,172 99.67 1,055,414 15.92 205,958 46.65 November 30, 1996 6,495,448 100.29 1,069,791 16.78 210,660 50.17 December 31, 1996 6,451,787 100.93 1,066,933 16.37 222,460 49.16 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 - 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, 1996 1995 -------------- -------------- (Dollars in Thousands) Net assets available for benefits per the financial statements $1,011,520 $ 911,838 Includes: Amounts allocated to withdrawing participants reported as asset reductions per the financial statements 219 754 Total Assets per the Form 5500: $1,011,739 $ 912,592 =========== ============ Amounts payable to withdrawing participants are recorded on the Form 5500 as a liability 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. 17 PAGE 18 SCHEDULE I INVESTMENT PLAN FOR SALARIED EMPLOYEES OF CONSOL INC. ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1996 (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 $ 127,200 $ 249,177 ========= ========= Merrill Lynch Equity Index Trust $ 8,282 $ 10,936 Global Holdings Fund 4,966 5,272 Capital Fund 5,091 5,412 Basic Value Fund 5,214 5,992 $ 23,553 $ 27,612 ========= ========= Aetna Life Insurance Company SAGIC, 7.76% $ 35,400 GIC, 9.32% 20,387 GIC, 9.89% 22,705 Banker's Trust SYNGIC, 5.74% 30,192 SYNGIC, 7.69% 23,112 CDC Inv. Mgmt. Corp. SYNGIC, 7.10% 12,549 CDC Inv. Mgmt. Corp. SYNGIC, 6.80% 10,348 Deutsche Bank SYNGIC, 6.34% 31,773 Metropolitan Life Insurance Company SAGIC, 7.61% 63,625 New York Life Insurance Company GIC, 9.11% 20,203 GIC, 9.71% 21,046 Providian Capital Management SYNGIC, 6.96% 39,832 Principal Mutual Life Insurance Company GIC, 9.10% 19,551 GIC, 9.50% 19,369 Prudential Insurance Company of America SAGIC, 7.08% 59,692 SAGIC, 8.26% 60,539 GIC, 9.66% 19,600 GIC, 9.96% 20,047 The Travelers Insurance Companies GIC, 9.66% 21,468 Citibank SYNGIC, 7.40% 14,714 Union Bank of Switzerland SYNGIC, 6.67% 39,742 J.P. Morgan SYNGIC, 6.17% 34,073 Short Term Investments (Merrill Lynch Government Fund) 11,185 ________ Total $ 651,152 $ 651,152 ========= ========= 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, 1996 (Dollars in Thousands) - -------------------------------------------------------------------------------------------------------- Identity of Issue, Borrower Current Lessor or Similar Party Description of Investment Cost Value - -------------------------------------------------------------------------------------------------------- Chrysler Corporation Common Stock $ 84 $ 369 ========= ========= Fidelity Investments Fidelity Magellan Fund $ 36,566 $ 40,071 ========= ========= BZW Global Investors Barclays 3-Way Fund $ 12,247 $ 17,466 ========= ========= Plan Participants Loans $ 22,157 $ 22,157 ========= ========= 19 PAGE 20 SCHEDULE II INVESTMENT PLAN FOR SALARIED EMPLOYEES OF CONSOL INC. ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS YEAR ENDED DECEMBER 31, 1996 (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 $377,915 $ $ $ $377,915 $377,915 $ ML Government Fund 375,501 375,501 375,501 Aetna 14521 142,248 142,248 142,248 14006 141,954 141,954 141,954 Deutsche Bank CON-1 127,705 127,705 127,705 CDC BR 273-01 50,000 50,000 50,000 BR 273-02 50,000 50,000 50,000 Merrill Lynch E.I. DuPont de Nemours 67,826 67,826 67,826 & Company Stock Fund<Fa> E. I. DuPont de Nemours 104,525 73,810 104,525 30,715 & Company Stock Fund<Fa> <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 6, 1997 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, 1996. ERNST & YOUNG, LLP Pittsburgh, Pennsylvania June 23, 1997 22