<PAGE>
PAGE 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
THRIFT PLAN FOR EMPLOYEES OF
SENTINEL TRANSPORTATION COMPANY
(FULL TITLE OF THE PLAN)
SENTINEL TRANSPORTATION, LLC
3521 SILVERSIDE ROAD, CONCORD PLAZA
QUILLEN BUILDING, SECOND FLOOR, SUITE 2A
WILMINGTON, DE 19810
(NAME AND ADDRESS OF PRINCIPAL EXECUTIVE OFFICE OF ISSUER)
<PAGE>
PAGE 2
INDEX
<TABLE>
<CAPTION>
Page(s)
<S> <C>
Report of Independent Accountants 4
Financial Statements:
Statements of Net Assets Available for Plan Benefits, as
of December 31, 1999 and 1998 5
Statement of Changes in Net Assets Available for Plan
Benefits, for the Year Ended December 31, 1999 6
Notes to the Financial Statements 7-17
Supplemental Schedules*:
Schedule I:
Schedule of Assets Held for Investment Purposes at
December 31, 1999 18-19
</TABLE>
EXHIBITS
--------
<TABLE>
<CAPTION>
Exhibit
Number Description
------ -----------
<S> <C> <C>
23 Consent of the Independent Accountants 20
</TABLE>
*Other Supplemental schedules required by Section 2520.103-10 of the Department
of Labor Rules and Regulations for Reporting and Disclosure under ERISA have
been omitted because they are not applicable.
<PAGE>
PAGE 3
Thrift Plan for the Employees of
Sentinel Transportation Company
Pursuant to the requirements of the Securities and Exchange Act of 1934,
Sentinel Transportation, LLC, formerly Sentinel Transportation Company has duly
caused this Annual Report to be signed by the undersigned hereunto duly
authorized.
Thrift Plan for the Employees of
Sentinel Transportation Company
August 3, 2000:
By: /s/ William Fallon
--------------------------------------
William Fallon
Treasurer and CFO
<PAGE>
PAGE 4
[LETTERHEAD OF ST.CLAIR, EASTON, ENGLAND & JOHNSTON, P.C.]
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants of the Thrift Plan for Employees of Sentinel
Transportation Company and the Employee Benefits Plans Board of Sentinel
Transportation, LLC
We have audited the accompanying statement of net assets available for plan
benefits of the Thrift Plan for Employees of Sentinel Transportation Company as
of December 31, 1999, and the related statement of changes in net assets
available for plan benefits for the year ended December 31, 1999. 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. The financial statements of the Thrift Plan for Employees of
Sentinel Transportation Company as of December 31, 1998 were audited by other
auditors whose report dated July 9, 1999 expressed an unqualified opinion on
those statements.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for plan benefits of the
Thrift Plan for Employees of Sentinel Transportation Company as of December 31,
1999, and the changes in net assets available for plan benefits for the year
ended December 31, 1999, in conformity with generally accepted accounting
principles.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes is presented for the purpose of additional analysis and
is not a required part of the basic financial statements but is 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. This supplemental information is the responsibility of the Plan's
management. The supplemental information has been subjected to the auditing
procedures applied in the audit 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/ St. Clair, Easton, England & Johnston, P.C.
St. Clair, Easton, England & Johnston, P.C.
Merchantville, New Jersey
August 2, 2000
<PAGE>
PAGE 5
THRIFT PLAN FOR EMPLOYEES OF
SENTINEL TRANSPORTATION COMPANY
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1998 AND 1999
(Dollars in Thousands)
Total All Funds
---------------------
1998 1999
-------- --------
Investments, at fair value
(Notes 1, 2 and 3)
Equity $ 1,495 $ 7,097
Mutual Funds 590 2,576
Common/Collective Trusts 146 367
Short-Term Investments -- 5
Loans to participants principal balance 274 1,089
------- -------
2,505 11,134
Investments, at contract value
Stable Value Fund 2,394 7,689
------- -------
Total Investments 4,899 18,823
Receivables due from Sentinel Transportation Company 148 129
------- -------
Net Assets Available for Plan Benefits $ 5,047 $18,952
======= =======
The accompanying notes are an integral part of these financial statements.
<PAGE>
PAGE 6
THRIFT PLAN FOR EMPLOYEES OF
SENTINEL TRANSPORTATION COMPANY
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1999
(Dollars in Thousands)
Total All
Funds
1999
---------
Investment income
Interest $ 55
Dividends 261
Net appreciation in fair value of investments 4,193
---------
Total investment income 4,509
Contributions
Sentinel Transportation Company contributions
(net of forfeitures applied of $ 57) 705
Participants 1,013
Rollovers 126
---------
6,353
---------
Withdrawals (1,276)
Affiliated company transfers in 8,828
---------
7,552
---------
Net increase 13,905
Net assets available for plan benefits:
Beginning of year 5,047
---------
End of year $ 18,952
=========
The accompanying notes are an integral part of these financial statements.
<PAGE>
PAGE 7
THRIFT PLAN FOR EMPLOYEES OF
SENTINEL TRANSPORTATION COMPANY
NOTES TO FINANCIAL STATEMENTS
(Dollars in Thousands)
NOTE 1 - DESCRIPTION OF THE THRIFT PLAN:
The following description of the Thrift Plan for Employees of Sentinel
Transportation Company (the "Plan") provides only general information. Members
should refer to the Plan document for the Plan's provisions.
THE PLAN
Sentinel Transportation Company (the "Company") became a wholly owned
subsidiary of E. I. du Pont de Nemours and Company ("DuPont") in December 1995.
Prior to its incorporation, the Company was part of Conoco Inc.'s downstream
operation (transportation). As part of Conoco, Inc., eligible employees of such
operation participated in the Thrift Plan for the Employees of Conoco, Inc.
With the incorporation of the Company, Conoco employees, dedicated to such
operations, were transferred to and became Sentinel Employees. Sentinel's Board
of Directors adopted, effective January 1, 1996, the Thrift Plan for Employees
of Sentinel Transportation Company to provide the continued participation of
such former Conoco employees and the participation of new employees in a tax
qualified plan.
In 1999, funds held in the Thrift Plan for Employees of Conoco, Inc. by
former Conoco employees, now employees of the Company were transferred at their
option into the Plan. The total of the transfers amounted to $8,828 and have
been reflected as affiliated company transfers in.
The Plan is a defined contribution plan which was established in 1996 by
the Company. The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974 (ERISA) and the Internal Revenue Code (the "Code").
The purpose of the Plan is to encourage employees to save systematically a
portion of their current compensation and to assist them to accumulate
additional financial means for the time of their retirement. The Plan is a tax-
qualified, contributory profit sharing plan. Employees of the Company,
including employees of affiliated companies that have adopted the Plan, who have
previously met the eligibility requirements of the Plan or regular, full-time
employees, who have completed at least one month of service following their date
of hire are eligible to participate in the Plan.
<PAGE>
PAGE 8
THRIFT PLAN FOR EMPLOYEES OF
SENTINEL TRANSPORTATION COMPANY
NOTES TO FINANCIAL STATEMENTS - (Continued)
(Dollars in Thousands)
An eligible employee may authorize the Company to make a payroll deduction
under the Plan ranging from 1% to 19% of monthly compensation. The amount
deducted can be deposited into a before-tax or after-tax account or some
combination thereof; however, no more than 15% may be deposited into a before-
tax account. Participants' monthly deductions up to 6% are called basic
deposits. The Company will contribute an amount equal to 100% of the
participant's monthly basic deposits.
Subject to certain limitations, certain participants are eligible to make
supplemental deposits, either as lump sum deposits or deposits in the form of
monthly deductions in excess of 6% of monthly compensation. Due to the
application of Internal Revenue Code discrimination testing requirements, only
"non-highly compensated" participants are currently eligible to make cash lump
sum supplemental deposits.
A participant with less than five years of participation credit or service
who withdraws any basic deposits will forfeit a portion of related Company
contributions in accordance with the specific Plan provisions. Company
contributions will be suspended for six months if a vested participant makes an
in-service withdrawal of any earnings in the before-tax or after-tax accounts,
or basic deposits or Company contributions contributed during the last 24
months. Employee deposits and matching Company contributions will be suspended
for up to 12 months if a participant withdraws any before-tax contribution prior
to age 59-1/2. In certain circumstances such a withdrawal may also preclude a
participant from making any before-tax contributions in the year following the
withdrawal.
Any vested participant, who separates from service, including one who
retires, may elect to make a full account withdrawal at any time. Required
minimum distributions commence in April following the year in which a former
participant reaches age 70-1/2. A Participant who is an active employee may
elect to defer minimum distributions until he separates from service or may
elect to commence minimum distribution payments in April following the year in
which he reaches age 70-1/2.
Participants may borrow up to one-half of their nonforfeitable account
balance subject to certain minimum and maximum loan limitations. The loans are
executed by promissory notes and have a minimum term of 12 months and a maximum
term of 60 months, except for qualified residential loans, which have a maximum
term of 120 months. The loans bear an interest rate equal to the average rate
charged by selected major banks to prime customers for secured loans. The loans
are repaid over the term in monthly installments of principal and interest by
payroll deduction. A participant also has the right to repay the loan in full
at any time without penalty.
<PAGE>
PAGE 9
THRIFT PLAN FOR EMPLOYEES OF
SENTINEL TRANSPORTATION COMPANY
NOTES TO FINANCIAL STATEMENTS - (Continued)
(Dollars in Thousands)
ADMINISTRATION
The designated trustee of all funds is Merrill Lynch Trust Company of
America (Merrill Lynch). The administration of the Plan is vested in the
Employee Benefit Plans Board. The Board of Directors of the Company or its
delegate may designate three or more persons to serve on the Employee Benefit
Plans Board, which has the authority to prescribe regulations for the
administration of the Plan, review all claims for benefits under the Plan and
enter into agreements with one or more entities, including, but not limited to
insurance companies, banks and other investment organizations, to provide a
stable rate of return to the Stable Value Fund.
Brokerage fees, transfer taxes, investment fees and other expenses incident
to the purchase and sale of securities and investments in the Stable Value Fund,
DuPont Common Stock Fund, Conoco Class B Common Stock Fund, Merrill Lynch Mutual
and Index Funds, Asset Allocation Portfolios, and Mutual Funds shall be included
in the cost of such securities or investments, or deducted from the sales
proceeds, as the case may be. All administrative expenses not specified in the
preceding sentence shall be paid out of rebates or record keeping costs and
other discounts in connection with investment vehicles available in the Plan.
If such rebates or other discounts are paid to the Plan, any excess remaining
after the reasonable administration expenses of the Plan have been paid shall be
allocated to the accounts of all participants in the Plan who have an employee
account balance greater than zero on an allocation date designated by the Plan
Administrator. The balance of any administrative expenses not paid as described
above, shall be paid ratably by the Company and its affiliated companies
participating in the Plan.
While the Company has not expressed any intent to terminate the Plan, it is
free to do so at any time. In the event the Plan is terminated, all
participants become vested and the distribution of all account balances will be
made based upon the valuation of the participant's account on the termination
date.
INVESTMENT FUNDS
The following investment funds have been established for the investment of
employee deposits and Company contributions. The investment funds are described
below:
Stable Value Fund
-----------------
Investments under agreement with one or more financial institutions, including
insurance companies, banks and other investment entities which provide a
predetermined or stable rate of return and are held at contract value.
<PAGE>
PAGE 10
THRIFT PLAN FOR EMPLOYEES OF
SENTINEL TRANSPORTATION COMPANY
NOTES TO FINANCIAL STATEMENTS - (Continued)
(Dollars in Thousands)
DuPont Common Stock Fund
------------------------
Common stock of E.I. du Pont de Nemours and Company, Sentinel Transportation
Company's ultimate parent company.
Conoco Class B Common Stock Fund
--------------------------------
Class B Common Stock of Conoco, Inc.
Loan Fund
---------
Participant loans - amounted transferred from other funds that are loaned to
participants.
Merrill Lynch Funds
-------------------
A total of seven Merrill Lynch investment options are offered, each with its own
investment objective:
Mutual Funds:
Merrill Lynch Global Holdings - seeks highest total investment return consistent
with prudent risk through global diversification.
Merrill Lynch Capital Fund - seek highest total investment return consistent
with prudent risk.
Merrill Lynch Basic Value Fund - seeks capital appreciation and income.
Merrill Lynch Growth A - seeks growth of capital and income.
Index Funds:
Merrill Lynch Small Company Stock Index - seeks to track the holdings and total
return of the Russell 2000 Index.
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 Equity Index Tier 6 - seeks to track the holdings and total return
of the Standard & Poor's 500 Composite Stock Price Index (S&P 500 Index).
<PAGE>
PAGE 11
THRIFT PLAN FOR EMPLOYEES OF
SENTINEL TRANSPORTATION COMPANY
NOTES TO FINANCIAL STATEMENTS - (Continued)
(Dollars in Thousands)
Other Mutual Funds
-------------------
In addition to the four Merrill Lynch mutual funds listed above, sixteen other
mutual funds are offered as investment options. Each of the mutual funds has
its own investment objective and varying degrees of risk. The list of mutual
funds available is:
AIM Constellation A - seeks aggressive capital growth.
AIM Value A - seeks long-term capital growth.
Fidelity Fund - seeks long-term capital growth.
Fidelity Equity-Income - seeks reasonable income and potential for capital
appreciation.
Fidelity Growth & Income - seeks high total return.
Fidelity Low-Priced Stock - seeks capital appreciation.
Fidelity Magellan Fund - seeks capital appreciation.
Franklin Balance Sheet Investment - seeks high total return.
Franklin Custody Growth I - seeks capital appreciation.
Franklin Small Cap Growth I - seeks long-term capital growth.
Hotchkis & Wiley International - seeks current income, long-term growth of
income and growth of capital.
Janus Enterprise - seeks long-term growth of capital.
Janus Mercury - seeks long-term growth of capital.
MFS Research A - seeks long-term growth of capital and future income.
MFS Total Return A - seeks above-average income consistent with prudent
employment of capital, and growth of capital and income.
Templeton Foreign I - seeks long-term growth of capital.
Templeton Growth I - seeks long-term growth of capital.
Asset Allocation Portfolios
----------------------------
Four Asset Allocation Portfolios are offered as investment options for balancing
risk and return:
3-Way Asset Allocation Portfolio - seeks long-term return while controlling
risk.
Conservative Asset Allocation Portfolio - seeks lower risk with lower potential
return.
Moderate Asset Allocation Portfolio - seeks moderate risk and return.
Aggressive Asset Allocation Portfolio - seeks higher return with higher
potential risk.
The Conservative, Moderate and Aggressive Asset Allocation Portfolios are
composed of other investment options which are available in the Plan. These
three asset allocation portfolios have as their components the Stable Value
Fund, Merrill Lynch Small Company Stock Index Trust, and the Merrill Lynch
Equity Index Tier 6 Trust. The Moderate and Aggressive portfolios also include
the Merrill Lynch International Stock Index. The percentage of investment in
the Stable Value Fund or the other Merrill Lynch options varies depending on
risk.
<PAGE>
PAGE 12
THRIFT PLAN FOR EMPLOYEES OF
SENTINEL TRANSPORTATION COMPANY
NOTES TO FINANCIAL STATEMENTS - (Continued)
(Dollars in Thousands)
Participants may allocate their employee deposits and matching Company
contributions and may reallocate the amounts in their accounts among all funds,
except the loan fund, at their discretion.
Affiliated company transfers in (out) represents the net movement of
participant account balances among the Plan and other defined contribution
benefit plans of the affiliated companies.
RECEIVABLES
Receivables are comprised of employee deposits of $79 and $84, Company
contributions of $60 and $8, and loan repayments of $9 and $37 which are amounts
due as of December 31, 1998 and December 31, 1999 respectively.
NOTE 2 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
INVESTMENT VALUATION AND INCOME RECOGNITION
The accompanying financial statements are prepared on the accrual basis of
accounting. The Plan's investments are stated at fair value, except for the
Stable Value Fund, which is stated at contract value.
The Stable Value Fund guaranteed investment contracts, separate account
guaranteed investment contracts and synthetic guaranteed investment contracts
are fully benefit responsive and thus, are stated at cost plus accrued interest,
using the contracted interest rates applied to the daily account balances.
Mutual Funds are valued at quoted market prices that represent the net asset
value of shares held by the Plan at year-end. Common/Collective Trust Funds are
stated at the fair value of all underlying assets as reported by the applicable
custodian. Loans to participants, short-term investments, and cash are valued
at cost that approximates fair value. DuPont common stock and Conoco Class B
common stock are valued at their quoted market prices at year-end.
The purchase of shares of DuPont common stock may be made in the open
market or from DuPont if it shall have made treasury or authorized but unissued
shares available for such purchases, in which event the purchase price shall be
the closing price of such stock as reported by the New York Stock Exchange -
Composite Transactions on the last day preceding the date of such purchase from
DuPont.
<PAGE>
PAGE 13
THRIFT PLAN FOR EMPLOYEES OF
SENTINEL TRANSPORTATION COMPANY
NOTES TO FINANCIAL STATEMENTS - (Continued)
(Dollars in Thousands)
Dividend income is recorded on the ex-dividend date and interest income is
recorded when earned. Realized gains and losses on the sale of the DuPont
Common Stock Fund and Conoco Class B Common Stock Fund investment securities are
based on average cost of the securities sold for each fund respectively.
Purchases and sales are recorded on a trade date basis.
Certain prior-year amounts have been reclassified to conform with
current-year amounts. Reclassification required by Statement of Position 99-3
eliminates the by-fund disclosures previously required by the American Institute
of Certified Public Accountants (AICPA) practice bulletin 12, regarding the
reporting of separate investment fund option information of defined contribution
plans.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires the Plan Administrator to make estimates
and assumptions that affect the reported amounts in the financial statements.
Actual results could differ from those estimates.
NOTE 3 - STABLE VALUE FUND
The Stable Value Fund option, provided by the Plan, was also available to
participants in the Thrift Plan for Employees of Conoco, Inc. and the Retail
Plan, both sponsored by Conoco, Inc. and the Investment Plan for Salaried
Employees of Consol Inc. (the Consol Plan), sponsored by Consol Inc., a
corporate joint venture owned equally by DuPont and subsidiaries of RWE AG of
Germany. Prior to April 1, 1999, the investments in these funds by participants
in the Plan, the Thrift Plan, Retail Plan, and Consol Plan were commingled for
investment purposes; however, the four Plans' assets were accounted for
separately by the Trustee. Effective April 1, 1999, the Company and certain
affiliates ("employers") entered into a Master Trust Agreement with Merrill
Lynch Trust Company of America ("Trustee") to establish a master trust for the
investment of the Stable Value Fund investment option. To participate in the
Master Trust, affiliates who sponsor qualified savings plans and who have
adopted the Master Trust Agreement are required to make monthly payments to the
Trustee of designated portions of employees' savings and other payments, and
other contributions by the affiliate. The Plan's undivided interest in the
Master Trust was .139% as of December 31, 1999. Investment income relating to
the Master Trust is allocated proportionately to the plans within the Master
Trust based on the plan's interest to the total fair value of the Master Trust.
The Master Trust consists of guaranteed investment contracts (GICs),
separate account GICs (SAGICs), synthetic guaranteed investment contracts
(SYNs), and money market funds.
<PAGE>
PAGE 14
THRIFT PLAN FOR EMPLOYEES OF
SENTINEL TRANSPORTATION COMPANY
NOTES TO FINANCIAL STATEMENTS - (Continued)
(Dollars in Thousands)
The crediting interest rates ranged from 5.93% to 9.89% and 5.22% to 9.60%
for the years ended December 31, 1998 and 1999, respectively. The Fund's
blended interest rate of return for the year was 7.84% in 1998 and 6.86% in
1999.
The crediting rates for most SAGIC and SYN contracts are reset annually and
are based on 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., the present
value of the weighted average life), and market value relative to contract
value. All contracts have a guaranteed rate of 0% or higher.
The contract values, which approximate the fair values, of investment
contracts as of December 31, 1999 are as follows:
<TABLE>
<CAPTION>
12/31/99
--------
<S> <C>
Guaranteed Investment Contracts $ 242,875
Synthetic Guaranteed Investment Contracts 3,994,656
Separate Account Guaranteed Contracts 1,331,752
----------
5,569,283
Money Fund 45,409
----------
$5,614,692
==========
</TABLE>
At December 31, 1999, the total assets of the Master Trust of $5,614,692
include participant investments in the Stable Value Fund of $40,761 and
participant investments of $5,573,930 held by the Conservative, Moderate, and
Aggressive Allocation Portfolios. At December 31, 1998, the total Stable Value
Fund value of $5,587,560 included participant investments in the Stable Value
Fund of approximately $40,564 and participant investments of approximately
$5,546,996 held by the Conservative, Moderate, and Aggressive Allocation
Portfolios.
Included in the contract value of synthetic guaranteed investment contracts
is ($60,030) and $170,660 at December 31, 1999 and 1998, respectively, related
to wrapper contracts which guarantee the contract value of the synthetic
guaranteed investment contracts for participant initiated withdrawal events.
Total interest income for the year ended December 31, 1999 was $366,045 for
the Master Trust.
<PAGE>
PAGE 15
THRIFT PLAN FOR EMPLOYEES OF
SENTINEL TRANSPORTATION COMPANY
NOTES TO FINANCIAL STATEMENTS - (Continued)
(Dollars in Thousands)
NOTE 4 - INVESTMENTS
The Plan presents in the Statement of Changes in Net Assets Available for
Plan Benefits the net appreciation (depreciation) in the fair value of its
investments which consists of the realized gains or losses and the unrealized
appreciation (depreciation) on those investments.
Net appreciation for the year ended December 31, 1999 is as follows:
<TABLE>
<CAPTION>
Investments Net Appreciation
----------- ----------------
<S> <C>
Equity $2,944
Mutual Funds 607
Common/Collective Trusts 642
------
Total Net Appreciation $4,193
======
</TABLE>
The following individual investments represent more than 5% of the net
assets available for plan benefits as of December 31, 1998 and 1999:
<TABLE>
Current Current
Value Value
12/31/98 12/31/99
--------- ---------
<S> <C> <C>
DuPont Common Stock $ 1,491 $ 6,787
Fidelity Megellan Fund 279 993
Loan Fund 274 1,089
</TABLE>
NOTE 5 - CONOCO, INC. CLASS B COMMON STOCK FUND
On September 28, 1998, DuPont announced that the Board of Directors had
approved a plan to divest DuPont's 100 percent-owned petroleum business, Conoco,
Inc. On August 6, 1999, DuPont completed the planned divestiture through a tax-
free split-off. DuPont exchanged its shares of Conoco, Inc. Class B common
stock for shares of DuPont common stock. Plan participants had the option to
exchange shares of DuPont common stock, which were held in their participant
accounts in the DuPont Common Stock Fund. For each share of DuPont common stock
exchanged, the participants received an appropriate number of shares of Conoco
Class B common stock. Accordingly, the Conoco Class B Fund was created as an
investment fund of the Plan. No additional shares of Conoco Class B common
stock may be purchased by Plan participants through payroll deductions, fund
transfers, or the reinvestment of dividends. Dividends earned on Conoco Class B
common stock are distributed pro rata to the investment options in participants'
accounts based upon their current investment elections.
<PAGE>
PAGE 16
THRIFT PLAN FOR EMPLOYEES OF
SENTINEL TRANSPORTATION COMPANY
NOTES TO FINANCIAL STATEMENTS - (Continued)
(Dollars in Thousands)
NOTE 6 - INCOME TAX STATUS
The Internal Revenue Service has determined and informed the Company by a
letter dated May 14, 1999 that the Plan is qualified and the trust established
under the Plan is tax-exempt, under the appropriate sections of the Code. The
Plan has been amended since receiving the determination letter. However, the
Plan Administrator and the Plan's tax counsel believe that the Plan is currently
designed and being operated in compliance with the applicable requirements of
the Code.
NOTE 7 - RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for plan benefits
per the financial statements to the Form 5500:
<TABLE>
<CAPTION>
December 31,
1998 1999
------- --------
<S> <C> <C>
Net assets available for plan benefits
Per the financial statements $5,047 $18,952
Less: Assets allocated to withdrawing
Participants - (186)
------- --------
Net assets available for plan benefits
Per the Form 5500 $5,047 $18,766
======= ========
</TABLE>
The following is a reconciliation of plan benefits paid to participants per
the financial statements to the Form 5500:
<TABLE>
<CAPTION>
Year Ended December 31,
1998 1999
------ ------
<S> <C> <C>
Plan benefits paid to participants per
The financial statements $ 422 $1,276
Add: Amounts allocated to withdrawing
Participants at 12/31/1998 and 1999 - 186
Less: Amounts allocated to withdrawing
Participants at 12/31/1997 and 1998 - -
------ -------
Plan benefits paid to participants
Per the Form 5500 $ 422 $1,462
====== =======
</TABLE>
Amounts allocated to withdrawing participants are recorded on the Form 5500 for
plan benefit claims that have been processed and approved for payment prior to
December 31 but not yet paid as of that date.
<PAGE>
PAGE 17
THRIFT PLAN FOR EMPLOYEES OF
SENTINEL TRANSPORTATION COMPANY
NOTES TO FINANCIAL STATEMENTS - (Continued)
(Dollars in Thousands)
NOTE 8 - RELATED PARTY TRANSACTION
Certain Plan investments are shares of mutual funds managed by the Trustee.
Therefore, transactions in these investments qualify as party-in-interest
transactions that are exempt from the prohibited transaction rules.
NOTE 9 - SUBSEQUENT EVENT
Effective January 1, 2000, the Company merged into a joint venture operating as
a limited liability company (LLC) under the name Sentinel Transportation, LLC
whose members are DuPont (80%) and Conoco Inc. (20%). Management does not
expect this to materially affect the Plan.
<PAGE>
PAGE 18
THRIFT PLAN FOR EMPLOYEES OF
SENTINEL TRANSPORTATION COMPANY
FORM 5500 SCHEDULE H
ITEM 4i-SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1999
(Continued)
(Dollars in Thousands)
<TABLE>
<CAPTION>
Current
Description Value
----------- -----
<S> <C>
Aetna Life Insurance Co. - 8.89%, 06/01/00 (GIC) $ 44
Aetna Life Insurance Co. - 6.47%, No Maturity Date (SYN) 459
Allstate - 8.50%, 12/01/01 (GIC) 101
Bankers Trust Co. - 6.42%, 08/31/02 (SYN) 372
Bankers Trust Co. - 7.38%, No Maturity Date (SYN) 443
CDC Inv. Mgmt. Corp. - 7.08%, 10/01/02 (SYN) 430
CDC Inv. Mgmt. Corp. - 6.62%, 09/01/04 (SYN) 344
CDC Inv. Mgmt. Corp. - 6.88%, 12/01/06 (SYN) 150
Citibank - 5.41%, 09/01/00 (SYN) 99
Citibank - 7.47%, 08/01/01 (SYN) 52
Deutsche Bank - 7.58%, No Maturity Date (SYN) 450
Deutsche Bank - 6.73%, No Maturity Date (SYN) 424
J.P. Morgan - 6.18%, 04/01/02 (SYN) 456
J.P. Morgan - 6.29%, No Maturity Date (SYN) 413
John Hancock - 8.31%, 12/03/01 (GIC) 67
John Hancock - 6.01%, 05/01/06 (SAGIC) 195
Mass Mutual - 9.15%, 12/01/00 (GIC) 44
Metropolitan Life - 6.40%, No Maturity Date (SAGIC) 530
Monumental - 6.58%, No Maturity Date (SYN) 457
Monumental - 6.77%, No Maturity Date (SYN) 386
New York Life - 9.27%, 12/01/00 (GIC) 37
New York Life - 6.01%, 12/01/00 (SAGIC) 119
New York Life - 6.01%, 12/01/00 (SAGIC) 162
New York Life - 6.01%, 12/01/00 (SAGIC) 161
Principal Mut. Life Ins. Co. - 5.83%, 11/01/04 (SAGIC) 363
Prudential Insurance - 9.60%, 12/01/00 (GIC) 40
Trans America - 7.10%, 11/01/06 (SAGIC) 294
Union Bank of Switzerland - 6.75%, No Maturity Date (SYN) 534
Net Wrapper Value 63
------
Total GIC, SAGIC, SYN 7,689
*DuPont Common Stock Fund 6,787
*Conoco Common Stock Fund 310
*Aggressive Asset Allocation Portfolio 4
*Moderate Asset Allocation Portfolio 2
Barclays 3-way 131
*Merrill Lynch Small Cap Index 1
*Merrill Lynch Equity Index Trust 227
*Merrill Lynch International Index 3
Fidelity Low Priced Stock 2
*Merrill Lynch Global Holdings Class A 54
Templeton Growth Fund 1
AIM Value Fund 76
Fidelity Growth & Income Fund 70
*Merrill Lynch Growth Fund 33
AIM Equity Constellation Fund 49
Templeton Foreign Fund 4
Fidelity Magellan Fund 993
Fidelity Fund 87
</TABLE>
<PAGE>
PAGE 19
THRIFT PLAN FOR EMPLOYEES OF
SENTINEL TRANSPORTATION COMPANY
FORM 5500 SCHEDULE H
ITEM 4i-SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1999
(Continued)
(Dollars in Thousands)
<TABLE>
<S> <C>
Fidelity Equity Income Fund 13
Franklin Cust Fund 35
MFS Research Fund 10
Merrill Lynch Capital Fund 108
Merrill Lynch Basic Value Fund 71
Franklin Small Cap Growth Fund 58
Janus Enterprise Fund 271
Janus Mercury Fund 631
Hotchkis & Wiley International Fund 2
MFS Total Return Fund 3
Loan Fund 1,089
Pending Settlement Fund 5
Accrued Income 4
--------
Total Investment Portfolio $18,823
========
</TABLE>
* Party in interest to the Plan.
GIC: Guaranteed Investment Contract
SAGIC: Separate Account GIC
SYN: Synthetic Guaranteed Investment GIC
