<PAGE>
================================================================
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
<PAGE>
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
<PAGE>
INDEX
-----
<TABLE>
<CAPTION>
Page(s)
----------
<S> <C>
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
</TABLE>
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
<PAGE>
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
<PAGE>
Qualicon Retirement and Savings Plan
Statement of Net Assets Available for Benefits
December 31, 1998
<TABLE>
<CAPTION>
December 31, 1998
-----------------
<S> <C>
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.
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
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
<TABLE>
<CAPTION>
Period Ended
December 31,
1998
----
<S> <C>
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
---------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
6
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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:
<TABLE>
<CAPTION>
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
<S> <C> <C> <C> <C> <C> <C>
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
========= ========= ======== =========
</TABLE>
14
<PAGE>
Qualicon
Retirment and Savings Plan
Notes to Financial Statements
December 31, 1998
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
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
<S> <C> <C> <C> <C> <C> <C> <C>
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
---------- --------- --------- --------- --------- -------- ---------
<CAPTION>
Fund Information
---------------------------------------------
Merrill Lynch Merrill Lynch Aggressive
Capital Basic Value Asset
Fund Fund Allocation
Class A Class A Portfolio
<S> <C> <C> <C>
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
------------- ------------- ----------
</TABLE>
15
<PAGE>
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:
<TABLE>
<CAPTION>
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
<S> <C> <C> <C> <C> <C> <C> <C>
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
========= ========
</TABLE>
16
<PAGE>
Exhibit 1
Qualicon
Retirement and Savings Plan
Schedule of Assets Held for Investment Purposes
Form 5500, Line 27a
As of December 31, 1998
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
Current
Identity of Issue Description of Investment Cost Value
----------------- -------------------------- ---- -----
<S> <C> <C> <C>
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
------------
</TABLE>
* Party-in-Interest
17
<PAGE>
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
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
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
-------------- -------------------- ----- ----- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
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
</TABLE>
18
<PAGE>
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
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
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
-------------- -------------------- ---- ----- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
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
</TABLE>
* (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
<PAGE>
EXHIBIT 24
Consent of Independent Accounts
-------------------------------
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 333-82573) of E. I. du Pont de Nemours and Company of
our report dated July 2, 1999 relating to the financial statements of the
Qualicon Retirement and Savings Plan which appears in this Form 11-K.
/s/ PricewaterhouseCoopers LLP
- ------------------------------
PricewaterhouseCoopers LLP
Thirty South Seventeenth Street
Philadelphia, Pennsylvania 19103
July 12, 1999
