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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 PLAN YEAR ENDED DECEMBER 31, 1999
PROTEIN TECHNOLOGIES INTERNATIONAL, INC.
SAVINGS INVESTMENT PLAN
(FULL TITLE OF THE PLAN)
PROTEIN TECHNOLOGIES INTERNATIONAL, INC.
1034 DANFORTH DRIVE
ST. LOUIS, MISSOURI 63102
(NAME AND ADDRESS OF PRINCIPAL EXECUTIVE OFFICE OF ISSUER)
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Pursuant to the requirements of the Securities and Exchange
Act of 1934, Protein Technologies International, Inc. has
duly caused this Annual Report to be signed by the
undersigned hereunto duly authorized.
Protein Technologies International, Inc
Savings Investment Plan
Date: June 28, 2000
BY /s/ William A. Spenla
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William A. Spenla, Vice President
Human Resources
PROTEIN TECHNOLOGIES INTERNATIONAL
SAVINGS INVESTMENT PLAN
Financial Statements as of and for the
years ended December 31, 1999 and 1998
Additional information required for Form 5500
for the year ended December 31, 1999
PROTEIN TECHNOLOGIES INTERNATIONAL SAVINGS INVESTMENT PLAN
Table of Contents
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Page Number
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Report of Independent Accountants 1
Basic Financial Statements
Statements of Net Assets Available for Benefits 2
Statements of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4 - 8
Additional Information *
Schedule I - Schedule of Assets Held for Investment Purposes 9
Schedule II - Schedule of Reportable Transactions
(Nonparticipant-Directed Transactions or Series
of Transactions in Excess of 5% of Plan Assets) 10
EXHIBITS
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Exhibit
Number Description
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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.
Report of Independent Accountants
To the Participants and Administrator of
Protein Technologies International Savings Investment Plan
In our opinion, the accompanying statements of net assets available for benefits
and the related statements of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of Protein Technologies International Savings Investment Plan (the "Plan") at
December 31, 1999 and 1998 and the changes in net assets available for benefits
for the years then ended, in conformity with accounting principles generally
accepted in the United States. These financial statements are the responsibility
of the Plan's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with auditing standards generally accepted in the
United States, which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes and reportable transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. These supplemental
schedules are the responsibility of the Plan's management. The supplemental
schedules 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.
June 19, 2000
PROTEIN TECHNOLOGIES INTERNATIONAL SAVINGS INVESTMENT PLAN
Statements of Net Assets Available for Benefits
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As of December 31,
1999 1998
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Investments, at fair value
Registered investment companies:
Vanguard 500 Index Fund * $13,041,780 * $ 9,481,187
Vanguard Explorer Fund 1,315,877 773,934
Vanguard Federal Money Market Fund * 10,463,837 * 9,871,722
Vanguard International Growth Fund 1,979,021 1,323,135
Vanguard Wellington Fund * 4,744,483 * 4,631,709
Vanguard Windsor II Fund * 5,830,687 * 6,372,486
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37,375,685 32,454,173
Vanguard Retirement Savings Trust 1,113,580 664,408
Conoco Stock Fund 188,761 -
Dupont Stock Fund # 5,953,933 # 1,938,183
Participant Loans 1,540,365 1,268,130
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Net assets available for benefits $46,172,324 $36,324,894
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* Represents an investment 5% or more of net assets available for benefits.
# Represents a nonparticipant-directed investment 5% or more of net assets
available for benefits.
The accompanying notes are an integral part of the financial statements.
PROTEIN TECHNOLOGIES INTERNATIONAL SAVINGS INVESTMENT PLAN
Statements of Changes in Net Assets Available for Benefits
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Year Ended December 31,
1999 1998
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Additions
Investment income:
Interest and dividend income, investments $ 2,157,767 $ 1,721,610
Interest income, participant loans 126,357 98,409
Net appreciation in fair value of investments 2,015,162 92,725
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4,299,286 1,912,744
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Contributions:
Employer 2,679,018 2,298,500
Participant 4,611,753 31,830,987
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7,290,771 34,129,487
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Asset transfers in 250,716 1,056,582
Other additions 4,501 -
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Total additions 11,845,274 37,098,813
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Deductions
Payment of benefits 1,984,080 1,136,215
Administrative expenses 13,764 -
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Total deductions 1,997,844 1,136,215
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Net increase 9,847,430 35,962,598
Net assets available for plan benefits:
Beginning of period 36,324,894 362,296
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End of period $46,172,324 $36,324,894
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The accompanying notes are an integral part of the financial statements.
PROTEIN TECHNOLOGIES INTERNATIONAL SAVINGS INVESTMENT PLAN
Notes to Financial Statements
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Note 1 - Description of Plan
The following description of the Protein Technologies International (the
"Company") Savings Investment Plan (the "Plan") provides only general
information. Participants should refer to the Plan agreement for a more complete
description of the Plan's provisions.
General
The Plan is a defined-contribution plan covering all domestic regular full-time
and part-time sales, administrative and clerical, production, and maintenance
employees of the Company. Participants may contribute to the Plan upon
enrollment; however, one year of covered service is required in order to receive
Company matching contributions (see "Contributions" below). The Plan is subject
to the provisions of the Employee Retirement Income Security Act of 1974
("ERISA").
This Plan was established pursuant to Ralston Purina's ("Ralston") sale of
Protein Technologies International to E.I. du Pont de Nemours and Company
("DuPont"). Protein Technologies employees who were previously participants in
the Ralston Purina Savings Investment Plan were given the option to transfer
their Ralston account balances into the Protein Technologies Plan. Most
employees elected to make this transfer in the first quarter of 1998.
The Plan is administered by the Company. Vanguard Fiduciary Trust Company
("VFTC") is the Trustee of the assets of the Plan. As Trustee, VFTC has the
authority to hold, manage and protect the assets of the Plan in accordance with
the provisions of the Plan and the trust agreements.
Contributions
Each year, participants may contribute up to 15% of pre-tax annual compensation,
subject to certain limits imposed by the Internal Revenue Service ("IRS") and
the Plan terms. Basic contributions not exceeding 6% of the participant's
compensation are matched 100% by the Company after one year of service.
Participant accounts
Each participant's account is credited with the participant's contribution and
allocations of (a) the Company's contribution and (b) Plan earnings and charged
with an allocation of administrative expenses. Allocations are based on
participant earnings or account balances, as defined. The benefit to which a
participant is entitled is the benefit that can be provided from the
participant's vested account.
Vesting
Participants are immediately vested in their contributions plus actual earnings
thereon. Vesting in the Company's matching contribution portion of their
accounts plus actual earnings thereon occurs upon the participant's completion
of five years of credited service.
Participant Loans
Participants may borrow from their fund accounts subject to the provisions of
the Plan. Loans are limited to the lesser of $50,000 or 50% of the vested amount
in the participant's account, reduced by other outstanding participant loan
balances on the date of the loan. The minimum loan amount is $1,000.
Participants pay
4
PROTEIN TECHNOLOGIES INTERNATIONAL SAVINGS INVESTMENT PLAN
Notes to Financial Statements
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interest on such loans at a fixed rate of 1 percentage point above the prime
rate on the date of the loan. Participant loans can be short or long-term, up to
a maximum loan period of 5 years for general purpose loans and 10 years for the
purpose of a principal residence. Loan repayments are made through payroll
deduction each pay period. A promissory note in the amount of the loan must be
delivered to VFTC, and in the event of the participant's termination, the unpaid
balance and accrued interest become due immediately and payable in full.
Payment of Benefits
Plan withdrawals of before-tax contributions may be made prior to termination or
retirement for cases of financial hardship or at the age of 59 1/2. Hardship
distributions are limited to the amount required to meet the need created by the
hardship and are made at the discretion of the Plan administrator. After-tax
contributions and earnings thereon may be withdrawn at any time.
Forfeitures
Upon the participant's termination of employment, any Company matching
contributions and the earnings thereon which are not vested will be forfeited,
but will be restored and eligible for additional vesting if the participant
again becomes an eligible employee within five years after termination and
completes the required years of service. Forfeitures, net of amounts restored,
are used to reduce future Company contributions required under the Plan.
Forfeitures were $48,553 and $11,755 for the years ended December 31, 1999 and
1998, respectively. At December 31, 1999, forfeited nonvested accounts totaled
$34,883.
Plan Termination
The Company may, by action of its Board of Directors, terminate the Plan with
respect to all participating companies. In case of such termination,
participants shall be fully vested in Company matching contributions credited to
their accounts and, subject to Plan provisions and applicable law, the total
amount in each participant's account shall be distributed to the participant or
for the participant's benefit.
Investment Options
During the Plan years ending December 31, 1999 and 1998, participants were able
to allocate their contributions among the following investment options:
Vanguard 500 Index Fund: Seeks to provide long-term growth of capital and income
from dividends by holding all of the 500 stocks that make up the unmanaged
Standard & Poor's 500 Composite Stock Price Index, a widely recognized benchmark
of U.S. stock market performance.
Vanguard Explorer Fund: Seeks to provide long-term growth of capital by
investing in a diversified group of small-company stocks with prospects for
above-average growth.
Vanguard Federal Money Market Fund: Seeks to provide high income and a stable
share price of $1 by investing in short-term securities that are backed by the
full faith and credit of the U.S. government or by an agency of the government.
Vanguard International Growth Fund: Seeks to provide long-term growth of capital
by investing in stocks of high-quality, seasoned companies based outside the
United States. Stocks are selected from more than 15
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PROTEIN TECHNOLOGIES INTERNATIONAL SAVINGS INVESTMENT PLAN
Notes to Financial Statements
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countries.
Vanguard Wellington Fund: Seeks to provide income and long-term growth of
capital without undue risk to capital by investing approximately 65% of its
assets in stocks and the remaining 35% in bonds.
Vanguard Windsor II Fund: Seeks to provide long-term growth of capital and
income from dividends by investing in a diversified group of out-of-favor stocks
of large-capitalization companies. The stocks generally sell at prices below the
overall market average compared to their dividend income and future return
potential.
Vanguard Retirement Savings Trust: Seeks stability of principal and a high level
of current income consistent with a two- to three-year average maturity. The
trust is a tax-exempt collective trust invested primarily in investment
contracts issued by insurance companies and commercial banks, and similar types
of fixed-principal investments. The trust intends to maintain a constant net
asset value of $1.00 per share.
Conoco Stock Fund: Seeks to provide the potential for long-term growth through
increases in the value of the stock and reinvestment of its dividends. This
investment option was first offered in 1999.
DuPont Stock Fund: Seeks to provide the potential for long-term growth through
increases in the value of the stock and reinvestment of its dividends.
Note 2 - Summary of Accounting Policies
The following accounting policies, which conform with accounting principles
generally accepted in the United States, have been used consistently in the
preparation of the Plan's financial statements:
Basis of Accounting
The financial statements of the Plan are prepared under the accrual method of
accounting.
Financial Statement Presentation
The Plan adopted Statement of Position ("SOP") 99-3, Accounting for and
Reporting of Certain Defined Contribution Benefit Plan Investments and Other
Disclosure Matters. Certain reclassifications of the 1998 amounts have been made
to conform to the 1999 presentation in accordance with SOP 99-3. This SOP
eliminated the previously required reporting of changes in net assets by
investment option for participant-directed investments.
Use of Estimates
The preparation of financial statements, in conformity with accounting
principles generally accepted in the United States, requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements, as well as reported amounts of additions and
deductions during the reporting period. Actual results could differ from those
estimates.
Investment Valuation and Income Recognition
6
PROTEIN TECHNOLOGIES INTERNATIONAL SAVINGS INVESTMENT PLAN
Notes to Financial Statements
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The Plan's investments are stated at fair value. Shares of registered investment
companies are valued at quoted market prices which represent the net asset value
of shares held by the Plan at year-end. Units of the Retirement Savings Trust
are valued at net asset value at year-end. The Conoco and DuPont stock funds are
valued at their year-end unit closing prices (comprised of year-end market price
plus uninvested cash position). Participant loans are valued at cost which
approximates fair value.
Purchases and sales of investments are recorded on a trade-date basis. Interest
income is accrued when earned. Dividend income is recorded on the ex-dividend
date. Capital gain distributions are included in dividend income.
Payment of Benefits
Benefits are recorded when paid.
Note 3 - Nonparticipant-Directed Investments
Information about the components of the changes in net assets relating to the
DuPont Stock Fund, a nonparticipant-directed investment, is as follows:
Year ended December 31,
1999 1998
Changes in Net Assets:
Interest & dividend income $ 79,383 $ 14,262
Net appreciation/(depreciation) 836,651 (401,668)
Contributions 3,225,184 289,422
Distributions (123,570) (666)
Asset transfers in 99,127 -
Transfers (104,489) 2,036,833
Other 3,464 -
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$4,015,750 $1,938,183
7
PROTEIN TECHNOLOGIES INTERNATIONAL SAVINGS INVESTMENT PLAN
Notes to Financial Statements
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Note 4 - Investments
During 1999 and 1998, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year) appreciated
(depreciated) in value as follows:
Year ended December 31,
1999 1998
Registered Investment Companies $1,178,512 $ 494,393
Common Stock 836,650 (401,668)
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$2,015,162 $ 92,725
Note 5 - Related Party Transactions
DuPont, as the parent company of Protein Technologies International, Inc., the
Plan's sponsor, is a related party to the Plan. At December 31, 1999, the Plan
held shares of DuPont common stock with a market value of $5,953,933.
Additionally, the cost of purchases and the proceeds of sales of DuPont common
stock during 1999 were $4,231,980 and $4,413,520, respectively.
The Plan invests in shares of mutual funds managed by an affiliate of VFTC. VFTC
acts as trustee for only those investments as defined by the Plan. Transactions
in such investments qualify as party-in-interest transactions, which are exempt
from the prohibited transaction rules.
Note 6 - Plan Expenses
The Company pays a portion of expenses related to administering and operating
the Plan. Loan fees are deducted annually from the accounts of participants with
outstanding loan balances.
Note 7 - Tax Status
The Internal Revenue Service has determined and informed the Company by letter
dated April 24, 2000, that the Plan is qualified under IRC Section 401(a). The
Company believes that the Plan is currently designed and being operated in
compliance with the applicable requirements of the IRC.
8
PROTEIN TECHNOLOGIES INTERNATIONAL SAVINGS INVESTMENT PLAN Schedule I
Schedule of Assets Held for Investment Purposes
As of December 31, 1999
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Protein Technologies International Savings Investment Plan, EIN 43-0470580
Attachment to Form 5500, Schedule H, Part IV, line i
Identity of Issue Investment Type Current Value
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* Vanguard 500 Index Fund Registered Investment Company $13,041,780
* Vanguard Explorer Fund Registered Investment Company 1,315,877
* Vanguard Federal Money Market Fund Registered Investment Company 10,463,837
* Vanguard International Growth Fund Registered Investment Company 1,979,021
* Vanguard Wellington Fund Registered Investment Company 4,744,483
* Vanguard Windsor II Fund Registered Investment Company 5,830,687
* Vanguard Retirement Savings Trust Common/Collective Trust 1,113,580
* Conoco, Inc. Common Stock 188,761
* E.I. DuPont de Nemours and Company, Inc. ** Common Stock 5,953,933
* Protein Technologies International Savings Investment Plan Participant Loans (7.00%-11.50%) 1,540,365
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Total assets held for investment purposes $46,172,324
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* Party in Interest
** A nonparticipant-directed investment, for which cost is $5,718,059.
9
PROTEIN TECHNOLOGIES INTERNATIONAL SAVINGS INVESTMENT PLAN Schedule II
Schedule of Reportable Transactions *
Year Ended December 31, 1999
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Protein Technologies International Savings Investment Plan, EIN 43-0470580
Attachment to Form 5500, Schedule H, Part IV, Line j
Identity of Party Description of Asset (include interest
Involved rare and maturity in the case of a loan) Purchase Price Selling Price Cost of Asset
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The Vanguard Group Dupont Stock Fund $7,586,371
The Vanguard Group Dupont Stock Fund $4,413,520 $4,231,980
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Current Value of Asset
on Transaction Data Net Gain or (Loss)
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The Vanguard Group $7,586,371
The Vanguard Group 4,413,520 $181,540
*Nonparticipant-directed transactions or a series of transactions in excess of
5% of the current value of the Plan's assets as of the beginning of the plan
year as defined in section 2520.103-6 of the Department of Labor Rules and
Regulations for Reporting and Disclosure under ERISA.
10