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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
DUPONT COMMERCIAL FLOORING SYSTEMS, INC.
401(K) AND DUPONT RESIDENTIAL
FLOORING SYSTEMS, INC. 401(K) PLAN
(FULL TITLE OF THE PLAN)
DUPONT FLOORING SYSTEMS, INC.
175 TOWNPARK COMMONS - SUITE 400
KENNESAW, GEORGIA 30144
(NAME AND ADDRESS OF PRINCIPAL EXECUTIVE OFFICE OF ISSUER)
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INDEX
-----
Page(s)
-------
Report of Independent Accountants ................................ 4
Financial Statements:
Statement of Net Assets Available for Benefits,
as of December 31, 1999 and 1998 ............................. 5
Statement of Changes in Net Assets Available for
Benefits, for the Year Ended December 31, 1999 ............... 6
Notes to Financial Statements .................................. 7-12
Supplemental Schedule*:
Schedule I: Schedule of Assets Held for investment
Purposes at End of Year ...................................... 13-14
EXHIBITS
--------
Exhibit
Number Description
------- ----------------------------------
24 Consent of Independent Accountants
-----------------
*Supplemental schedule 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.
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Pursuant to the requirements of the Securities and Exchange Act of
1934, DuPont Flooring Systems, Inc. has duly caused this Annual Report to be
signed by the under signed hereunto duly authorized.
DuPont Commercial Flooring Systems 401(k)
Plan and DuPont Residential Flooring
Systems 401(k) Plan
Date: June 30, 2000
By /s/ Angela J. Keesey
------------------------------------------
Angela J. Keesey
Benefits Manager
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DUPONT COMMERCIAL FLOORING SYSTEMS, INC.
401(k) PLAN AND DUPONT RESIDENTIAL
FLOORING SYSTEMS, INC. 401(k) PLAN
Financial Statements and Supplemental Schedule
December 31, 1999 and 1998
To the Participants and Administrator of the DuPont Commercial Flooring
Systems, Inc. 401(k) Plan and DuPont Residential Flooring Systems, Inc. 401(k)
Plan (formerly "DuPont Flooring Systems 401(k) 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 DuPont Commercial Flooring Systems, Inc. 401(k) Plan and
DuPont Residential Flooring Systems, Inc. 401(k) Plan (formerly "DuPont
Flooring Systems 401(k) Savings Plan") (the "Plan") at December 31, 1999 and
1998, and the changes in net assets available for benefits for the year ended
December 31, 1999 in conformity with accounting principles generally accepted
in the United States. These financial statements are the responsibility of
the Plan's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with auditing standards generally accepted in the
United States which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for the opinion expressed above.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets
held for investment purposes at end of year is presented for the purpose of
additional analysis and is not a required part of the basic financial state-
ments but is supplementary information required by the Department of Labor's
Rules and Regulations for Reporting and Disclosure under the Employee Retire-
ment Income Security Act of 1974. This supplemental schedule is the responsi-
bility of the Plan's management. The supplemental schedule has been subjected
to the auditing procedures applied i the audits of the basic financial state-
ments and, in our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
PricewaterhouseCoopers LLP
Hartford, Connecticut
June 5, 2000
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DUPONT COMMERCIAL FLOORING SYSTEMS, INC. 401(k) PLAN
AND DUPONT RESIDENTIAL FLOORING SYSTEMS, INC. 401(k) PLAN
Statement of Net Assets Available for Benefits
December 31,
---------------------------
1999 1998
----------- -----------
Assets
------
Investments, at Fair Value ................... $18,491,425 $13,795,108
Receivables:
Employer Contributions ..................... - 12,881
Employee Contributions ..................... - 103,763
Participant Notes .......................... 469,334 266,888
----------- -----------
469,334 383,532
----------- -----------
Net Assets Available for Benefits ............ $18,960,759 $14,178,640
=========== ===========
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DUPONT COMMERCIAL FLOORING SYSTEMS, INC. 401(k) PLAN
AND DUPONT RESIDENTIAL FLOORING SYSTEMS, INC. 401(k) PLAN
Statement Of Changes In Net Assets Available For Benefits
Year Ended
December 31, 1999
-----------------
Additions To Net Assets Attributed To:
Investment Income:
Interest ............................................ $ 208,059
Dividends ........................................... 3,541
Net Appreciation in Fair Value of Investments ....... 1,963,824
-----------
2,175,424
-----------
Contributions:
Employer ............................................ 487,319
Employee ............................................ 3,339,110
-----------
3,826,429
-----------
Total Additions ......................................... 6,001,853
Deductions From Net Assets Attributed To:
Benefit Payments ...................................... 1,156,316
Transaction Charge .................................... 10,284
Participant Notes Receivable Terminated Due to
Withdrawal of Participant ........................... 41,350
-----------
Total Deductions ........................................ 1,207,950
Change in Forfeiture Reserve, Net ....................... (11,784)
-----------
Net Increase ............................................ 4,782,119
Net Assets Available for Benefits at Beginning of Year .. 14,178,640
-----------
Net Assets Available for Benefits at End of Year ........ $18,960,759
===========
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DUPONT COMMERCIAL FLOORING SYSTEMS, INC. 401(k) PLAN
AND DUPONT RESIDENTIAL FLOORING SYSTEMS, INC. 401(k) PLAN
Notes To Financial Statements
1. Description of Plan
-------------------
The following description of the DuPont Commercial Flooring Systems, Inc.
401(k) Plan and DuPont Residential Flooring Systems, Inc. 401(k) Plan
(formerly "DuPont Flooring Systems 401(k) Savings Plan") (the "Plan")
provides only general information. Participants should refer to the Plan
agreements for a more complete description of the Plan's provisions.
General
-------
The Plan is a defined contribution plan established effective July 1,
1995, restated in its entirety effective January 1, 1999 and most recently
amended effective October 1, 1999. Nonunion employees of DuPont
Commercial Flooring Systems, Inc. and DuPont Residential Flooring Systems,
Inc. (the "Company", collectively) become eligible to participate upon
completing six months of service and attaining the age of 21. The Plan is
subject to the provisions of the Employee Retirement Income Security Act
of 1974 ("ERISA").
Effective October 1, 1999, the DuPont Commercial Flooring Systems, Inc.
401(k) Plan was amended to establish the DuPont Residential Flooring
Systems, Inc. 401(k) Plan as a division of the Plan.
Contributions
-------------
Participants may contribute an amount equal to not less than 1 percent nor
more than 15 percent of their compensation for the contribution period.
Participants direct the investment of their contributions into various
investment options offered by the Plan. The Plan currently offers a
general account, 13 pooled separate accounts and 2 Company stock accounts
as investment options for participants. During 1999, the CIGNA Charter
Guaranteed Short-Term account, the CIGNA Fidelity Asset Manager Fund, the
CIGNA Warburg Pincus Advisor Growth & Income Fund and the CIGNA Warburg
Pincus Advisor International Equity Fund were discontinued as investment
options. Employee contributions are recorded in the period during which
the Company makes payroll deductions from the participant's earnings.
The Company will make a matching contribution in an amount equal to $.20
for each $1.00 contributed by a participant, up to a maximum of 8 percent
of the participant's compensation. The Company may also make discretion-
ary qualified nonelective contributions. Matching Company contributions
are recorded monthly. Discretionary qualified nonelective contributions,
if any, are recorded annually.
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DUPONT COMMERCIAL FLOORING SYSTEMS, INC. 401(k) PLAN
AND DUPONT RESIDENTIAL FLOORING SYSTEMS, INC. 401(k) PLAN
Notes To Financial Statements - (Cont'd)
Participant Accounts
--------------------
Each participant's account is credited with the participant's contribution
and allocation of the Company's contribution and plan earnings. Alloca-
tions are based on participant earnings or account balances, as defined.
The benefit to which a participant is entitled is the benefit that can be
provided from the participant's vested account.
Vesting
-------
Participants are immediately vested in their contributions and the
Company's discretionary qualified nonelective contributions plus actual
earnings thereon. Vesting in the Company's matching contribution is based
on years of service. A participant become 20 percent vested after one
year of service, 40 percent after two years of service, 60 percent after
three years of service, 80 percent after four years of service and
100 percent vested after five years of service. If an active participant
dies prior to attaining the normal retirement age, the participant's
account becomes 100 percent vested.
Payment of Benefits
-------------------
On termination of service, a participant may elect to receive either a
lump-sum equal to the value of the vested portion of his or her account, a
distribution in the form of an annuity, or installment payments. Distri-
butions are subject to the applicable provisions of the Plan agreement.
Benefit claims are recorded as expenses when they have been approved for
payment and paid by the Plan.
Participant Notes Receivable
----------------------------
Participants may borrow a minimum of $1,000, up to a maximum of $50,000 or
50 percent of the vested portion of his or her account balance, whichever
is less. Loans are treated as a transfer to/from the investment fund
from/to Participant Notes Receivable. A loan is secured by the balance in
the participant's account and bears interest at a rate commensurate with
market rates for similar loans, as defined (7.00% to 10.75% for the year
ended December 31, 1999).
2. Summary of Accounting Policies
------------------------------
Method of Accounting
--------------------
The Plan's financial statements are prepared on the accrual basis of
accounting. The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and changes therein. Actual results could differ from those
estimates.
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DUPONT COMMERCIAL FLOORING SYSTEMS, INC. 401(k) PLAN
AND DUPONT RESIDENTIAL FLOORING SYSTEMS, INC. 401(k) PLAN
Notes To Financial Statements - (Cont'd)
Amounts shown by investment fund option on the statement of net assets
available for benefits as of December 31, 1998 have been reclassified to
be shown in total to conform to the current year presentation in order to
adopt AICPA Statement of Position 99-3. "Accounting for and Reporting of
Certain Defined Contribution Plan Investments and Other Disclosure
Matters."
Investment Valuation
--------------------
Investments in pooled separate accounts are recorded at fair value, as
determined by the unit value reported by Connecticut General Life
Insurance Company ("CG Life"). Investments in the general accounts are
nonfully benefit responsive and are recorded at fair value. Participant
notes receivable are valued at cost which approximates fair value. The
investments in Company stock accounts are valued at their quoted market
price.
3. Investments
-----------
Investments that represent 5 percent or more of the Plan's net assets are
separately identified below.
December 31, 1999
-----------------
CIGNA Charter Guaranteed Income Fund
interest rate, 3.10% ............................. $4,009,400
CIGNA Fidelity Advisor Growth Opportunities Fund
units, 50,439 .................................... 3,920,152
CIGNA Fidelity Contrafund Fund
unites, 37,343 ................................... 3,568,841
CIGNA Lifetime 40 Fund
unites, 96,819 ................................... 1,242,183
CIGNA Charter Growth & Income Fund
unites, 229,018 3,119,221
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DUPONT COMMERCIAL FLOORING SYSTEMS, INC. 401(k) PLAN
AND DUPONT RESIDENTIAL FLOORING SYSTEMS, INC. 401(k) PLAN
Notes To Financial Statements - (Cont'd)
Investment Performance
----------------------
During 1999, the Plan's investments (including dividends and gains and
losses on investments bought and sold, as well as held during the year)
appreciated in value by $2,175,424 as follows:
Year Ended
December 31, 1999
-----------------
General Account:
CIGNA Charter Guaranteed Short-Term Account ........ $ 132
CIGNA Charter Guaranteed Income Fund ............... 181,302
----------
181,434
Pooled Separate Accounts:
CIGNA Fidelity Asset Manager Fund .................. 2,475
CIGNA Fidelity Advisor Growth Opportunities Fund ... 117,846
CIGNA Fidelity Contrafund Fund ..................... 657,057
CIGNA Warburg Pincus Advisor Growth & Income Fund .. 36,709
CIGNA Warburg Pincus Advisor International Equity
Fund ............................................. 17,979
CIGNA Lifetime 20 Fund ............................. 5,650
CIGNA Lifetime 30 Fund ............................. 2,893
CIGNA lifetime 40 Fund ............................. 186,581
CIGNA Lifetime 50 Fund ............................. 712
CIGNA Lifetime 60 Fund ............................. 196
CIGNA Charter Corporate Bond Fund .................. (469)
CIGNA Charter Growth & Income Fund ................. 480,991
CIGNA Charter Large Company Stock Index Fund ....... 38,386
CIGNA Charter Foreign Stock II Fund ................ 141,833
CIGNA INVESCO Dynamics Fund ........................ 102,092
CIGNA Janus Worldwide Fund ......................... 147,465
----------
1,938,396
Company Stocks:
DuPont Common Stock ................................ 29,000
Conoco Common Stock ................................ (31)
----------
28,969
Participant Notes Receivable ......................... 26,625
----------
Net Increase ....................................... $2,175,424
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DUPONT COMMERCIAL FLOORING SYSTEMS, INC. 401(k) PLAN
AND DUPONT RESIDENTIAL FLOORING SYSTEMS, INC. 401(k) PLAN
Notes To Financial Statements - (Cont'd)
4. Investment Contracts With Insurance Company
-------------------------------------------
The Plan participates in contracts with CG Life via investments in the
CIGNA Charter Guaranteed Income Fund and CIGNA Charter Guaranteed
Short-Term Account. CG Life commingles the assets of the CIGNA Charter
Guaranteed Income Fund with other assets. For the Plan's investment in
the CIGNA Charter Guaranteed Income Fund, the Plan is credited with
interest at the rates specified in the contract which was 5.20 percent for
the year ended December 31, 1999, net of asset charges. For the Plan's
investment in the CIGNA Charter Guaranteed Short-Term Account, the Plan is
credited with interest at a yield which averaged 3.10 percent for the year
ended December 31, 1999, net of asset charges. As discussed in Note 2,
the CIGNA Charter Guaranteed Income Fund and CIGNA Charter Guaranteed
Short-Term Account are included in the financial statements at fair value
which, principally because of the periodic rates reset process, approxi-
mates contract value.
5. Related-Party Transactions
--------------------------
Plan assets include investments in funds managed by CG Life, a wholly
owned division of CIGNA. CIGNA is the Plan's trustee and, as such,
transactions with the trustee qualify as part-in-interest transactions.
Personnel and facilities of the Company, have been used to perform
administrative functions for the Plan at no charge to the Plan. (In
addition, the Plan holds shares of E. I. du Pont de Nemours & Co. Inc.,
the Plan Sponsor, which also qualifies as a party-in-interest.
6. 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. In the event of
Plan termination, participants will become 100 percent vested in their
accounts.
7. Tax Status
----------
The Company has adopted a CG Life prototype plan which has been deter-
mined by the Internal Revenue Service to be in accordance with applicable
sections of the Internal Revenue Code ("IRC"). The Plan has not yet filed
for an individual determination letter. The Plan's administrator and the
Plan's tax counsel believe that the Plan is designed and is currently
being operated in compliance with applicable requirements of the IRC.
Therefore, no provision for income taxes has been included in the Plan's
financial statements.
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DUPONT COMMERCIAL FLOORING SYSTEMS, INC. 401(k) PLAN
AND DUPONT RESIDENTIAL FLOORING SYSTEMS, INC. 401(k) PLAN
Notes To Financial Statements - (Cont'd)
8. Reconciliation Of Plan Financial Statements To The Form 5500
------------------------------------------------------------
Certain balances included on Schedule H (Part I and II) of the Annual
Return/Report of Employee Benefit Plan (the "Form 5500") have been
reclassified for purposes of presentation in these financial statements
to provide additional disclosure.
9. Forfeitures
-----------
The net change in forfeiture reserve represents the net change in the
available forfeiture reserve balance from the prior year plus the current
year forfeitures generated. Forfeitures result from nonvested benefit
payments remaining in the Plan for all terminated employees. Upon
reaching the break-in-service requirement, as defined in the Plan
agreement, forfeitures generated are added to the forfeiture reserve
balance. The forfeiture reserve of $53,349 at December 31, 1999 is
available to offset contributions or pay Plan expenses, which would be
otherwise payable by the Company, in accordance with the Plan agree-
ment. In 1999 Company cash contributions were offset by $94 from
forfeited nonvested accounts.
10. Subsequent Event
----------------
Effective February 1, 2000, the plan was amended to change the name to
DuPont Flooring Systems, Inc. 401(k) Plan and DuPont Residential Flooring
Systems, Inc. 401(k) Plan.
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DUPONT COMMERCIAL FLOORING SYSTEMS, INC. 401(k) PLAN
AND DUPONT RESIDENTIAL FLOORING SYSTEMS, INC. 401(k) PLAN
Schedule H (Part IV) Form 5500 - Schedule of Assets
Held For Investment Purposes at End of Year
December 31, 1999
Supplemental Schedule
Schedule I
(b) (c) (d) (e)
Description of
Investment Including
Identity of Issuer, Maturity Date, Rate of
Borrower, Lessor, or Interest, Collateral, Current
(a) Similar Party Par or Maturity Value Cost Value
--- ------------------------ ------------------------ ----- ----------
* Connecticut General Life CIGNA Charter Guaranteed N/A** $4,009,400
Insurance Company Income Fund
* Connecticut General Life CIGNA Fidelity Advisor N/A** 3,920,152
Insurance Company Growth Opportunities
Fund
* Connecticut General Life CIGNA Fidelity Contra- N/A** 3,568,841
Insurance Company fund Fund
* Connecticut General Life CIGNA Lifetime 20 Fund N/A** 36,861
Insurance Company
* Connecticut General Life CIGNA Lifetime Fund N/A** 24,876
Insurance Company
* Connecticut General Life CIGNA Lifetime 40 Fund N/A** 1,242,183
Insurance Company
* Connecticut General Life CIGNA Lifetime 50 Fund N/A** 9,370
Insurance Company
* Connecticut General Life CIGNA Lifetime 60 Fund N/A** 5,412
Insurance Company
* Connecticut General Life CIGNA Charter Corporate N/A** 45,870
Insurance Company Bond Fund
* Connecticut General Life CIGNA Charter Growth & N/A** 3,119,221
Insurance Income Fund
--------------------------
*Indicates an identified person known to be a party-in-interest to the Plan.
**Cost information has been omitted for participant directed investments.
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DUPONT COMMERCIAL FLOORING SYSTEMS, INC. 401(k) PLAN
AND DUPONT RESIDENTIAL FLOORING SYSTEMS, INC. 401(k) PLAN
Schedule H (Part IV) Form 5500 - Schedule of Assets
Held For Investment Purposes at End of Year
December 31, 1999
Supplemental Schedule
Schedule I
(Continued)
(b) (c) (d) (e)
Description of
Investment Including
Identity of Issuer, Maturity Date, Rate of
Borrower, Lessor, or Interest, Collateral, Current
(a) Similar Party Par or Maturity Value Cost Value
--- ------------------------ ------------------------ ----- ----------
* Connecticut General Life CIGNA Charter Large N/A** $ 377,538
Insurance Company Company Stock Index
Fund
* Connecticut General Life CIGNA Charter Foreign N/A** 694,637
Insurance Company Stock II Fund
* Connecticut General Life CIGNA INVESCO Dynamics N/A** 470,126
Insurance Company Fund
* Connecticut General Life CIGNA Janus Worldwide N/A** 514,665
Insurance Company Fund
* National Financial Conoco Common Stock N/A** 1,741
Services Corporation
* National Financial DuPont Common Stock N/A** 450,532
Services Corporation
* Plan Participants Participant Notes N/A** 469,334
Receivable
--------------------------
*Indicates an identified person known to be a party-in-interest to the Plan.
**Cost information has been omitted for participant directed investments.
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EXHIBIT 24
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 333-44362) of DuPont Flooring Systems, Inc. of our
report dated June 5, 2000 relating to the financial statements of the DuPont
Commercial Flooring Systems, Inc. 401(k) Plan and DuPont Residential Flooring
Systems, Inc. 401(k) Plan, which appears in this Form 11-K.
PricewaterhouseCoopers LLP
Hartford, Connecticut
September 1, 2000
