================================================================ 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 DECEMBER 31, 1998 QUALICON RETIREMENT AND SAVINGS PLAN (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 SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the Administrative Committee formed under the Qualicon Retirement and Savings Plan has duly caused this Annual Report to be signed by the undersigned hereunto duly authorized. QUALICON RETIREMENT AND SAVINGS PLAN Dated: July 13, 1999 By: /s/ Udo Henseler ---------------- Udo Henseler Vice President Finance and Chief Financial Officer and Member of the Administrative Committee formed under the Qualicon Retirement and Savings Plan 2 INDEX ----- Page(s) ---------- Report of Independent Accountants 4 Financial Statements Statement of Net Assets Available for Benefits 5 Statement of Changes in Net Assets Available for Benefits 6 Notes to Financial Statements 7 - 16 Supplemental Schedules* Schedule of Assets Held for Investment Purposes 17 Schedule of Reportable Transactions 18 - 19 EXHIBITS -------- Exhibit Number Description - ------ ----------- 24 Consent of Independent Accountants * The Supplemental Schedules included are presented for purposes of additional analysis and are not a required part of the basic financial statements but are required by the Employee Retirement Income Security Act of 1974 ("ERISA"). Other 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. 3 Report of Independent Accountants To the Administrator and Participants of the Qualicon Retirement and Savings Plan In our opinion, the accompanying statement of net assets available for benefits and the related statement of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the Qualicon Retirement and Savings Plan (the "Plan") at December 31, 1998, and the changes in net assets available for benefits for the period from June 1, 1998 (Plan Inception) to December 31, 1998 in conformity with generally accepted accounting principles. 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 audit. We conducted our audit 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 management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for the opinion expressed above. Our audit was 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. /s/ PricewaterhouseCoopers LLP - ------------------------------ PricewaterhouseCoopers LLP Thirty South Seventeenth Street Philadelphia, Pennsylvania 19103 July 2, 1999 4 Qualicon Retirement and Savings Plan Statement of Net Assets Available for Benefits December 31, 1998 December 31, 1998 ----------------- Investments, at fair value: Registered investment companies: Fidelity Low Priced Stock Fund $ 7,295 Franklin Small Cap Growth Fund Class I 6,868 Janus Enterprise Fund 1,205 Janus Mercury Fund 2,210 Hotchkis & Wiley International Fund 2,912 Templeton Growth Fund 1,940 AIM Value Fund 10,595 * Fidelity Growth & Income Fund Class A 23,938 * Merrill Lynch Growth Fund Class A 5,784 AIM Equity Constellation Fund 8,552 Franklin Balance Sheet Fund 7,849 Templeton Foreign Fund 1,664 Fidelity Magellan Fund 12,693 * Fidelity Fund 3,860 Fidelity Equity Income Fund 2,405 Franklin Custody Fund 821 MFS Research Fund 864 Merrill Lynch Capital Fund Class A 465 Merrill Lynch Basic Value Fund Class A 5,128 ------------ 107,048 ------------ Common/Collective Trusts: Merrill Lynch International Stock Index 487 Merrill Lynch Small Company Stock Index 387 Merrill Lynch Equity Index Tier 6 9,084 Barclays 3-Way Asset Allocation Fund 1,168 ------------ 11,126 ------------ Asset Allocation Portfolios: Aggressive Asset Allocation Portfolio 4,945 Conservative Asset Allocation Portfolio 405 ------------ 5,350 ------------ E. I. du Pont de Nemours and Company Common Stock 36,784 * DuPont Stable Value Fund 17,663 * Participant Loans 14,347 ------------ Total Investments 192,318 ------------ Receivables: Employer's Contributions 5,727 Employees' Contributions 20,184 Investment Income 32 ------------ Total Receivables 25,943 ------------ Net assets available for benefits $218,261 ------------ *Represents 5% or more of net assets available for benefits. The accompanying notes are an integral part of these financial statements. 5 Qualicon Retirement and Savings Plan Statement of Changes in Net Assets Available for Benefits For the Period from June 1, 1998 (Plan Inception) to December 31, 1998 Period Ended December 31, 1998 ---- Additions: Investment income: Interest and dividend income $ 4,006 Net appreciation in fair value of investments 4,382 --------------- 8,388 Contributions: Employer 38,256 Employee 171,627 --------------- 209,883 --------------- Total additions 218,271 --------------- Deductions: Participant loan origination fees 10 Net increase --------------- 218,261 --------------- Net Assets Available For Benefits: Beginning of year - --------------- End of year $ 218,261 --------------- The accompanying notes are an integral part of these financial statements. 6 Qualicon Retirement and Savings Plan Notes to Financial Statements December 31, 1998 1. Description of the Plan The following description of the Plan provides only general information. Participants should refer to the Plan documents for a more complete description of the Plan's provisions. General The Plan is a defined contribution plan covering substantially all employees of Qualicon, Inc. (the "Company"), a wholly-owned subsidiary of E.I. du Pont de Nemours and Company ("DuPont"). The Plan is subject to the Employee Retirement Income Security Act of 1974 ("ERISA") and is supervised, administered, and interpreted by an administrative committee (the "Committee"). The Committee is comprised of the Vice President - Finance and Chief Financial Officer, the Vice President - Operations and Chief Technology Officer and such other individuals as the above-mentioned officers shall appoint, who may be, but need not be, employees of the Company. The designated trustee of the Plan is Merrill Lynch Trust Company of America ("Merrill Lynch"). Contributions Participants authorize payroll deductions which are contributed to the Plan and credited to their individual accounts. The sum of the participant contributions both pre-tax and post-tax are limited to a maximum of 16% of a participant's earnings, as defined, in multiples of 1% and are credited to the Plan on a monthly basis in accordance with the payroll cycle of the Company. In accordance with the Internal Revenue Code (the "Code"), the maximum amount of a participant's pre-tax contribution for calendar year 1998 was further limited to $10,000. Participants may also contribute amounts representing rollovers from other eligible retirement plans. The Company makes matching contributions on a monthly basis in the amount of 50% of all participant contributions up to 6% of the participant's earnings, as defined. Company contributions are invested in accordance with the participant's investment elections. The Company, at its discretion, may also make an additional discretionary contribution. The Company did not make any discretionary contributions during the period ended December 31, 1998. Participant Accounts Each participant's account is credited with the participant's contributions and allocations of the Company's contributions and Plan earnings. Allocations are based on 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. 7 Qualicon Retirement and Savings Plan Notes to Financial Statements December 31, 1998 Eligibility and Vesting Employees are eligible to participate in the plan on the first day of the month coincident with or next following commencement of employment with the Company. Employees who join the Company from DuPont are immediately eligible to participate in the Plan. Participants are always 100% vested in their contributions and the employer's matching contribution plus actual earnings thereon. Investment Options Upon enrollment in the Plan, a participant may direct employee contributions in 1% increments to any of the investment options of the Plan. At December 31, 1998, participant contributions were directed to the investment options described below. Registered Investment Companies: -------------------------------- Fidelity Low Priced Stock Fund: Seeks capital appreciation by investing in a diversified portfolio of low-priced equity securities. Franklin Small Cap Growth Fund Class I: Invests primarily in stocks of small capitalization growth companies (market capitalizations of less than $1 billion) that the fund's managers believe to be positioned for rapid growth in revenues or earnings and assets. Janus Enterprise Fund: Consists of a nondiversified stock fund which seeks long-term growth of capital by investing in stocks of small and medium sized companies in any country. Janus Mercury Fund: Seeks long-term growth of capital by investing its assets in common stocks of issuers of all sizes, including larger, well- established companies and smaller, emerging growth companies. Hotchkis & Wiley International Fund: Seeks current income, long-term growth of income and growth of capital through investment in companies domiciled outside the United States. Templeton Growth Fund: Invests primarily in stocks and bonds of companies and governments of any nation. AIM Value Fund: Seeks to achieve long-term growth of capital. 8 Qualicon Retirement and Savings Plan Notes to Financial Statements December 31, 1998 Fidelity Growth & Income Fund Class A: Consists of funds that combine a growth and earnings orientation and an income requirement for level and/or rising dividends. Merrill Lynch Growth Fund Class A: Seeks growth of capital and income by investing in undervalued securities of larger-capitalization companies. AIM Equity Constellation Fund: The fund aggressively seeks to increase shareholders' capital by investing principally in common stocks, with emphasis on medium-sized and smaller emerging growth companies. Franklin Balance Sheet Fund: Invests primarily in equity and debt securities, including foreign and high yield, lower-rated securities to seek high total return. Templeton Foreign Fund: Seeks long-term capital growth by investing primarily in stocks and debt obligations of foreign issuers. Fidelity Magellan Fund: Seeks capital appreciation through investments in securities of both foreign and domestic issuers that offer potential for growth. Fidelity Fund: Seeks long term growth of capital and income and a reasonable current return primarily through investment in common stock and securities convertible into common stock. Fidelity Equity Income Fund: Invests in common and convertible preferred stock both for current dividend yields and their potential for future earnings and capital growth. Franklin Custody Fund: Invests primarily in common stocks of established companies with demonstrated growth characteristics. MFS Research Fund: Seeks long-term growth of capital and future income. Merrill Lynch Capital Fund Class A: Seeks the highest total investment return consistent with prudent risk. Merrill Lynch Basic Value Fund Class A: Seeks capital appreciation and income by investing in undervalued securities, primarily equities. 9 Qualicon Retirement and Savings Plan Notes to Financial Statements December 31, 1998 Common/Collective Trust: ------------------------ Merrill Lynch International Stock Index: Seeks to track the holdings and total return of the Morgan Stanley Capital International EAFE (Europe, Australia and Far East) Index. Merrill Lynch Small Company Stock Index: Seeks to track the holdings and total return of the Russell 2000 Index. Merrill Lynch Equity Index Tier 6: Seeks to track the holdings and total return of the Standard and Poor's 500 Composite Stock Price Index (S&P 500 Index). The Merrill Lynch Equity Index Tier 6 Trust is referred to as the Large Company Stock Index in participant communications. Barclays 3-Way Asset Allocation Fund: Seeks long-term return while controlling risk. Asset Allocation Portfolios: ---------------------------- Two Asset Allocation Portfolios are offered as investment options for balancing risk and return. Conservative Asset Allocation Portfolio: Seeks lower risk with lower potential return. Aggressive Asset Allocation Portfolio: Seeks higher return with higher potential risk. The Conservative and Aggressive Asset Allocation Portfolios are composed of other investment options which are available in the Plan. Both asset allocation portfolios have as their components the DuPont Stable Value Fund, Merrill Lynch Small Company Stock Index Trust and the Merrill Lynch Equity Index Tier 6 Trust. The Aggressive portfolio also includes the Merrill Lynch International Stock Index. The percentage of investment in the DuPont Stable Value Fund or the other Merrill Lynch investment options within each portfolio varies depending on the portfolio's investment objective. Common Stock: ------------- E.I. du Pont de Nemours and Company Common Stock: Invests in DuPont common stock to provide the possibility of long-term growth through increases in the value of the stock and the reinvestment of its dividends. 10 Qualicon Retirement and Savings Plan Notes to Financial Statements December 31, 1998 Fixed Income Fund: ------------------ DuPont Stable Value Fund: Consists of guaranteed investment contracts (GIC), separate account portfolio (SAP) and synthetic guaranteed investment contracts (SYN) in a pooled investment account with retirement plans of companies affiliated with DuPont. The crediting interest rates ranged from 5.41% to 9.71% for the year ended September 30, 1998. The fund's blended rate of return for the period was 7.2% in 1998. The GICs are valued at contract value, which approximates fair value. The GICs are fully benefit responsive. The crediting rate 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. Participant Loans Participants may borrow from their fund accounts, a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of their vested account balance. Loan transactions are treated as a transfer to/(from) the investment fund from/(to) the Participant Loan Fund. Loan terms shall not exceed 5 years, unless the loan is for a primary residence, then it shall not exceed 10 years. The loans are secured by the balance in the participant's account and bear interest at the average rate for secured personal loans then in effect at 5 banks selected by the Committee on the last working day of the month preceding the date on which the loan application was made. Principal and interest are paid ratably through payroll deductions. A $10 loan origination fee is charged to participants. These fees are presented as participant loan origination fees on the statement of changes in net assets. Payment of Benefits A participant may make three withdrawals in a calendar year, withdrawing all or a portion of his or her account balance, except the portion attributable to pre-tax contributions or allocated to the participant's loan account. If a participant is under age 59 1/2, a withdrawal may be made from the participant's pre-tax contributions and earnings account without penalty only if a financial hardship is demonstrated. Company contributions will be suspended for six months if a participant withdraws, while in-service, any matched before-tax or after-tax savings or Company contributions held for less than two years. If a participant's employment terminates due to the participant's death, total and permanent disability or retirement, the participant or the participant's beneficiary is entitled to receive the 11 Qualicon Retirement and Savings Plan Notes to Financial Statements December 31, 1998 balance of all the participant's accounts as determined as of the valuation date coinciding with or immediately following the participant's termination of employment. Expenses of the Plan Reasonable expenses of administering the Plan, at the election of the Retirement Savings Plan Committee, may be paid by the Plan. For the period ended December 31, 1998, the Company paid all administrative expenses of the Plan. Brokerage fees, transfer taxes, investment fees and other expenses incident to the purchase and sale of securities and investments shall be included in the cost of such securities or investments or deducted from the sales proceeds, as the case may be. 2. Significant Accounting Policies Basis of accounting The financial statements have been prepared on the accrual basis of accounting. Investment valuation and income recognition The investments of the Plan are carried at fair value. Shares of registered investment companies (mutual funds) are valued at quoted market prices which represent the net asset value of shares held by the Plan at year end. Shares of common and collective trust funds are valued at net unit value as determined by the trustee at year end. Shares of the asset allocation portfolios are valued at net unit value as determined by the trustee at year end. The DuPont Stock is valued at quoted market prices at year end. Units of the DuPont Stable Value Fund are valued at net asset value as determined by the trustee at year end. Participant loans are valued at cost which approximates fair value. Purchases and sales of investments are recorded on the trade date. Dividend income is recorded on the ex-dividend date. Interest income is accrued when earned. Payment of benefits Benefits are recorded when paid. Use of estimates The preparation of financial statements in accordance with generally accepted accounting principles requires the Plan's management to make estimates and assumptions that affect the reported amounts in the financial statements. Actual results could differ from those estimates. 12 Qualicon Retirement and Savings Plan Notes to Financial Statements December 31, 1998 3. Tax Status The Plan Administrator will apply to the Internal Revenue Service for a determination as to the tax qualified status of the Plan in 1999. The Plan Administrator and the Plan's tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the Internal Revenue Code. Accordingly, no federal or local income taxes have been provided in the accompanying financial statements. 4. Related Party Transactions Certain Plan investments are shares of mutual funds and units of collective trust funds managed by Merrill Lynch, and therefore, transactions in these investments qualify as party-in-interest transactions which are exempt from the prohibited transaction rules of ERISA. 5. Plan Termination Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. 13 Qualicon Retirement and Savings Plan Notes to Financial Statements December 31, 1998 - -------------------------------------------------------------------------------- 6. Changes In Net Assets Available for Benefits by Investment Fund The allocation of changes in net assets available for benefits for the period from June 1, 1998 (Plan Inception) to December 31, 1998 is as follows: Fund Information ------------------------------------------------------------------------------------------- Fidelity Franklin Hotchkis & Low Priced Small Cap Janus Janus Wiley Templeton Stock Growth Enterprise Mercury International Growth Fund Fund Fund Fund Fund Fund Additions: Investment Income: Interest and dividend income $ 319 $ 160 $ 127 $ 170 $ 60 $ 169 Net appreciation(depreciation) in fair value of investments 151 538 123 309 39 (136) ---------- --------- --------- --------- --------- ----------- 470 698 250 479 99 33 ---------- --------- --------- --------- --------- ----------- Contributions: Employer 807 674 155 232 128 384 Employee 6,946 8,864 959 1,719 2,665 1,841 Participant loan repayments - 122 - - - - ---------- --------- --------- --------- --------- ----------- 7,753 9,660 1,114 1,951 2,793 2,225 ---------- --------- --------- --------- --------- ----------- Total additions 8,223 10,358 1,364 2,430 2,892 2,258 ---------- --------- --------- --------- --------- ----------- Deductions: Participant loan withdrawals - 3,012 - - - - Participant loan origination fees - 2 - - - - ---------- --------- --------- --------- --------- ----------- Total deductions - 3,014 - - - - ---------- --------- --------- --------- --------- ----------- Net increase (decrease) prior to interfund transfers 8,223 7,344 1,364 2,430 2,892 2,258 Interfund transfers - - - - 482 - ---------- --------- --------- --------- --------- ----------- Net increase (decrease) 8,223 7,344 1,364 2,430 3,374 2,258 ---------- --------- --------- --------- --------- ----------- Net assets available for benefits: Beginning of period - - - - - - ---------- --------- --------- --------- --------- ----------- End of period $ 8,223 $ 7,344 $ 1,364 $ 2,430 $ 3,374 $ 2,258 ========== ========= ========= ========= ========= =========== -------------------------------------------------------------------- Fidelity Merrill Lynch AIM Growth & Growth AIM Equity Value Income Fund Fund Constellation Fund Class A Class A Fund Additions: Investment Income: Interest and dividend income $ 674 $ 609 $ 57 $ 274 Net appreciation(depreciation) in fair value of investments 831 2,167 (184) 931 --------- --------- -------- --------- 1,505 2,776 (127) 1,205 --------- --------- -------- --------- Contributions: Employer 1,067 4,905 1,456 685 Employee 11,695 20,442 5,441 11,083 Participant loan repayments 122 - - 122 --------- --------- -------- --------- 12,884 25,347 6,897 11,890 --------- --------- -------- --------- Total additions 14,389 28,123 6,770 13,095 --------- --------- -------- --------- Deductions: Participant loan withdrawals 2,948 - - 2,985 Participant loan origination fees 2 - - 2 --------- --------- -------- --------- Total deductions 2,950 - - 2,987 --------- --------- -------- --------- Net increase (decrease) prior to interfund transfers 11,439 28,123 6,770 10,108 Interfund transfers - - - (899) --------- --------- -------- --------- Net increase (decrease) 11,439 28,123 6,770 9,209 --------- --------- -------- --------- Net assets available for benefits: Beginning of period - - - - --------- --------- -------- --------- End of period $ 11,439 $ 28,123 $ 6,770 $ 9,209 ========= ========= ======== ========= 14 Qualicon Retirment and Savings Plan Notes to Financial Statements December 31, 1998 - ------------------------------------------------------------------------------------------------------------------------------------ 6. Changes in Net Assets Available for Benefits by Investment Fund - (continued) The allocation of changes in net assets available for benefits for the period from June 1, 1998 (Plan Inception) to December 31, 1998 is as follows: Fund Information --------------------------------------------------------------------------------------- Franklin Fidelity Balance Templeton Fidelity Equity Franklin Mfs Sheet Foreign Magellan Fidelity Income Custody Research Fund Fund Fund Fund Fund Fund Fund Additions: Investment Income: Interest and dividend income $ 403 $ 86 $ 226 $ 69 $ 89 $ 14 $ 32 Net appreciation (depreciation) in fair value of investments (384) (63) 1,759 430 254 49 71 ---------- --------- --------- --------- --------- -------- --------- 19 23 1,985 499 343 63 103 ---------- --------- --------- --------- --------- -------- --------- Contributions: Employer 835 390 1,590 1,464 496 186 283 Employee 10,666 1,916 10,682 2,476 1,677 699 604 Participant loan repayments 122 - - - - - - ---------- --------- --------- --------- --------- -------- --------- 11,623 2,306 12,272 3,940 2,173 885 887 ---------- --------- --------- --------- --------- -------- --------- Total additions 11,642 2,329 14,257 4,439 2,516 948 990 ---------- --------- --------- --------- --------- -------- --------- DEDUCTIONS: Participant loan withdrawals 3,028 - - - - - - Participant loan origination fees 2 - - - - - - ---------- --------- --------- --------- --------- -------- --------- Total deductions 3,030 - - - - - - ---------- --------- --------- --------- --------- -------- --------- Net increase (decrease) prior to interfund transfers 8,612 2,329 14,257 4,439 2,516 948 990 Interfund transfers - - - - - - - ---------- --------- --------- --------- --------- -------- --------- Net increase (decrease) 8,612 2,329 14,257 4,439 2,516 948 990 ---------- --------- --------- --------- --------- -------- --------- Net assets available for benefits: Beginning of period - - - - - - - ---------- --------- --------- --------- --------- -------- --------- End of period $ 8,612 $ 2,329 $ 14,257 $ 4,439 $ 2,516 $ 948 $ 990 ---------- --------- --------- --------- --------- -------- --------- Fund Information --------------------------------------------- Merrill Lynch Merrill Lynch Aggressive Capital Basic Value Asset Fund Fund Allocation Class A Class A Portfolio Additions: Investment Income: Interest and dividend income $ 11 $ 130 $ 62 Net appreciation (depreciation) 12 165 344 in fair value of investments ------------- ------------- ---------- 23 295 406 ------------- ------------- ---------- Contributions: Employer 155 1,470 308 Employee 362 4,183 7,801 Participant loan repayments - - 122 ------------- ------------- ---------- 517 5,653 8,231 ------------- ------------- ---------- Total additions 540 5,948 8,637 ------------- ------------- ---------- DEDUCTIONS: Participant loan withdrawals - - 2,984 Participant loan origination fees - - 2 ------------- ------------- ---------- Total deductions - - 2,986 ------------- ------------- ---------- Net increase (decrease) prior to interfund transfers 540 5,948 5,651 Interfund transfers - - (482) ------------- ------------- ---------- Net increase (decrease) 540 5,948 5,169 ------------- ------------- ---------- Net assets available for benefits: Beginning of period - - - ------------- ------------- ---------- End of period $ 540 $ 5,948 $ 5,169 ------------- ------------- ---------- 15 Qualicon Retirement and Savings Plan Notes to Financial Statements December 31, 1998 6. Changes in Net Assets Available for Benefits by Investment Fund - (Continued) The allocation of changes in net assets available for benefits for the period from June 1, 1998 (Plan Inception) to December 31, 1998 is as follows: Fund Information ------------------------------------------------------------------------------------------ Merrill Lynch Conservative Barclays Merrill Lynch Merrill Lynch Dupont International Asset 3-Way Asset Small Equity Stable Stock Allocation Allocation Company Index Dupont Value Index Portfolio Fund Index Fund Tier 6 Stock Fund ADDITIONS: Investment Income: Interest and dividend income $ - $ - $ - $ - $ 2 $ 260 $ 3 Net appreciation (depreciation) in fair value of investments 34 19 114 31 970 (4,502) 310 --------- -------- ------- -------- --------- ------- --------- 34 19 114 31 972 (4,242) 313 --------- -------- ------- -------- --------- ------- --------- Contributions: Employer 226 104 205 113 3,990 11,420 4,528 Employee 302 347 1,032 302 4,519 36,761 15,643 Participant loan repayments - - - - - - - --------- -------- ------- -------- --------- -------- --------- 528 451 1,237 415 8,509 48,181 20,171 --------- -------- ------- -------- --------- -------- --------- Total additions 562 470 1,351 446 9,481 43,939 20,484 --------- -------- ------- -------- --------- -------- --------- Deductions: Participant loan withdrawals - - - - - - - Participant loan origination fees - - - - - - - --------- -------- ------- -------- --------- -------- --------- Total deductions - - - - - - - --------- -------- ------- -------- --------- -------- --------- Net increase (decrease) prior to interfund transfers 562 470 1,351 446 9,481 43,939 20,484 Interfund transfers - - - - 899 - - --------- -------- ------- -------- --------- -------- --------- Net increase (decrease) 562 470 1,351 446 10,380 43,939 20,484 --------- -------- ------- -------- --------- -------- --------- Net assets available for benefits: Beginning of period - - - - - - - --------- -------- ------- -------- --------- -------- --------- End of period $ 562 $ 470 $ 1,351 $ 446 $ 10,380 $ 43,939 $ 20,484 ========= ======== ======= ======== ========= ======== ========= Fund Information -------------------------- Participant Loans Total ADDITIONS: Investment Income: Interest and dividend income $ - $ 4,006 Net appreciation (depreciation) in fair value of investments - 4,382 ---------- -------- - 8,388 ---------- -------- Contributions: Employer - 38,256 Employee - 171,627 Participant loan repayments (610) - --------- -------- (610) 209,883 --------- -------- Total additions (610) 218,271 --------- -------- Deductions: Participant loan withdrawals (14,957) - Participant loan origination fees - 10 --------- -------- Total deductions (14,957) 10 --------- -------- Net increase (decrease) prior to interfund transfers 14,347 218,261 Interfund transfers - - --------- -------- Net increase (decrease) $ 14,347 $218,261 --------- -------- Net assets available for benefits: Beginning of period - - --------- -------- End of period $ 14,347 $ 218,261 ========= ======== 16 Exhibit 1 Qualicon Retirement and Savings Plan Schedule of Assets Held for Investment Purposes Form 5500, Line 27a As of December 31, 1998 - ----------------------------------------------------------------------------------------------------------------------- Current Identity of Issue Description of Investment Cost Value ----------------- -------------------------- ---- ----- Fidelity Low Priced Stock Fund Registered Investment Company $ 7,144 $ 7,295 Franklin Small Cap Growth Fund Class I Registered Investment Company 6,304 6,868 Janus Enterprise Fund Registered Investment Company 1,082 1,205 Janus Mercury Fund Registered Investment Company 1,901 2,210 Hotchkis & Wiley International Fund Registered Investment Company 2,873 2,912 Templeton Growth Fund Registered Investment Company 2,076 1,940 AIM Value Fund Registered Investment Company 9,683 10,595 Fidelity Growth & Income Fund Class A Registered Investment Company 21,771 23,938 * Merrill Lynch Growth Fund Class A Registered Investment Company 5,967 5,784 AIM Equity Constellation Fund Registered Investment Company 7,622 8,552 Franklin Balance Sheet Fund Registered Investment Company 8,223 7,849 Templeton Foreign Fund Registered Investment Company 1,727 1,664 Fidelity Magellan Fund Registered Investment Company 10,934 12,693 Fidelity Fund Registered Investment Company 3,430 3,860 Fidelity Equity Income Fund Registered Investment Company 2,151 2,405 Franklin CustodyFund Registered Investment Company 772 821 MFS Research Fund Registered Investment Company 792 864 * Merrill Lynch Capital Fund Class A Registered Investment Company 453 465 * Merrill Lynch Value Fund Class A Registered Investment Company 4,963 5,128 * Merrill Lynch International Stock Index Common/Collective Trusts 454 487 Barclays 3-Way Asset Allocation Fund Common/Collective Trusts 1,054 1,168 * Merrill Lynch Small Company Index Fund Common/Collective Trusts 356 387 * Merrill Lynch Equity Index Tier 6 Common/Collective Trusts 8,114 9,084 * DuPont Stock Company Stock 41,286 36,784 DuPont Stable Value Fund Pooled Investment 17,353 17,663 Aggressive Asset Allocation Portfolio Pooled Investment 4,587 4,945 Conservative Asset Allocation Portfolio Pooled Investment 386 405 Participant Loans 8.25% 14,347 ------------ $ 192,318 ------------ * Party-in-Interest 17 Exhibit ll Qualicon Retirement and Savings Plan Schedule of Reportable Transactions* Form 5500, Line 27d For the Period From June 1, 1998 (Plan Inception) to December 31, 1998 - ----------------------------------------------------------------------------------------------------------------------------------- Historical Current Value Cost of of Asset on Identity of Purchase Selling Assets Transaction Net Party Involved Description of Asset Price Price Sold Date Gain -------------- -------------------- ----- ----- ---- ---- ---- DuPont Stock Company Stock $ 41,286 $ 41,286 Aggressive Asset Allocation Portfolio Pooled Investment 8,069 8,069 Aggressive Asset Allocation Portfolio Pooled Investment $ 3,468 $ 3,475 3,468 $ (7) Conservative Asset Allocation Portfolio Pooled Investment 386 386 Barclays 3-Way Asset Allocation Fund Common/Collective Trusts 1,054 1,054 Merrill Lynch Small Company Index Fund Common/Collective Trusts 356 356 Merrill Lynch Equity Index Tier 6 Common/Collective Trusts 8,114 8,114 Merrill Lynch International Stock Index Common/Collective Trusts 454 454 DuPont Stable Value Fund Pooled Investment 17,353 17,353 Fidelity Low Priced Stock Fund Registered Investment Company 7,144 7,144 Franklin Small Cap Growth Fund Class I Registered Investment Company 9,344 9,344 Franklin Small Cap Growth Fund Class I Registered Investment Company 3,014 3,017 3,014 (3) Janus Enterprise Fund Registered Investment Company 1,082 1,082 Janus Mercury Fund Registered Investment Company 1,901 1,091 Hotchkis & Wiley International Fund Registered Investment Company 2,873 2,873 Templeton Growth Fund Registered Investment Company 2,076 2,076 AIM Value Fund Registered Investment Company 12,714 12,714 AIM Value Fund Registered Investment Company 2,950 3,017 2,950 (67) Fidelity Growth & Income Fund Class A Registered Investment Company 21,771 21,771 18 Exhibit 1l Qualicon Retirement and Savings Plan Schedule of Reportable Transactions* - continued Form 5500, Line 27d For the Period From June 1, 1998 (Plan Inception) to December 31, 1998 - ------------------------------------------------------------------------------------------------------------------------------------ Historical Current Value Cost of of Asset on Identity of Purchase Selling Assets Transaction Net Party Involved Description of Asset Price Price Sold Date Gain -------------- -------------------- ---- ----- ---- ---- ---- Merrill Lynch Growth Fund Class A Registered Investment Company 5,967 5,967 AIM Equity Constellation Fund Registered Investment Company 11,508 11,508 AIM Equity Constellation Fund Registered Investment Company 3,886 3,885 3,886 1 Franklin Balance Sheet Fund Registered Investment Company 11,262 11,262 Franklin Balance Sheet Fund Registered Investment Company 3,030 3,017 3,030 13 Templeton Foreign Fund Registered Investment Company 1,727 1,727 Fidelity Magellan Fund Registered Investment Company 10,934 10,934 Fidelity Fund Registered Investment Company 3,430 3,430 Fidelity Equity Income Fund Registered Investment Company 2,151 2,151 Franklin Custody Fund Registered Investment Company 772 772 MFS Research Fund Registered Investment Company 792 792 Merrill Lynch Capital Fund Class A Registered Investment Company 453 453 Merrill Lynch Value Fund Class A Registered Investment Company 4,963 4,963 * (Series of transactions in excess of 5% of the current value of the Plan's assets as of June 1, 1998 (Plan Inception) as defined in Section 2520.103-6 of the Department of Labor Rules and Regulations for Reporting and Disclosure under ERISA.) 19