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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, 2000
DUPONT 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)
PAGE 3 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 Flooring Systems 401(k)
Plan and DuPont Residential Flooring
Systems 401(k) Plan
Date: June 27, 2001
By /s/ Angela J. Keesey
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Angela J. Keesey
Benefits Manager
DuPont Flooring Systems, Inc. 401(k) Plan and
DuPont Residential Flooring Systems, Inc. 401(k) Plan
Index
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Page
Financial Statements:
Report of Independent Accountants 2
Statements of Net Assets Available for Benefits 3
Statements of Changes in Net Assets Available for Benefits 4
Notes to Financial Statements 5-10
Supplemental Schedule*:
Schedule I - Schedule of Assets Held for Investment Purposes at End of Year 11-12
* Other supplemental schedules required by Section 2520-103.1 of the Department
of Labor's Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974 have been omitted because they
are not applicable.
1
Report of Independent Accountants
To the Participants and Administrator of
the DuPont Flooring Systems, Inc. 401(k) Plan
and DuPont Residential Flooring Systems, Inc. 401(k) Plan
(formerly "DuPont Commercial Flooring Systems, Inc. 401(k) Plan
and DuPont Residential Flooring Systems, Inc. 401(k) Plan")
In our opinion, the accompanying statements of net assets available for
benefits and the related statements of changes in net assets available for
benefits present fairly, in all material respects, the net assets available for
benefits of the DuPont Flooring Systems, Inc. 401(k) Plan and DuPont
Residential Flooring Systems, Inc. 401(k) Plan (formerly "DuPont Commercial
Flooring Systems, Inc. 401(k) Plan and DuPont Residential Flooring Systems,
Inc. 401(k) Plan") (the "Plan") at December 31, 2000 and 1999, and the changes
in net assets available for benefits for the years then ended in conformity
with accounting principles generally accepted in the United States of America.
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 of America 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 our opinion.
Our audits were 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 at end of year 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 schedule is the
responsibility of the Plan's management. The supplemental schedule has been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
June 12, 2001
2
DuPont Flooring Systems, Inc. 401(k) Plan and
DuPont Residential Flooring Systems, Inc. 401(k) Plan
Statements of Net Assets Available for Benefits
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December 31,
2000 1999
Assets
Investments, at fair value $ 19,904,106 $ 18,491,425
Receivables:
Participant notes 578,179 469,334
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Net assets available for benefits $ 20,482,285 $ 18,960,759
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The accompanying notes are an integral part of these financial statements.
3
DuPont Flooring Systems, Inc. 401(k) Plan and
DuPont Residential Flooring Systems, Inc. 401(k) Plan
Statements of Changes in Net Assets Available for Benefits
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Years Ended
December 31,
2000 1999
Additions to net assets attributed to:
Investment income:
Interest $ 244,965 $ 208,059
Dividends 18,720 3,541
Net (depreciation) appreciation in fair value of investments (1,826,703) 1,963,824
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(1,563,018) 2,175,424
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Contributions:
Employer 828,654 487,319
Employee 4,128,895 3,339,110
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4,957,549 3,826,429
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Total additions 3,394,531 6,001,853
Deductions from net assets attributed to:
Benefit payments 1,772,297 1,156,316
Transaction charge 14,220 10,284
Participant notes receivable terminated due to withdrawal of participant 68,956 41,350
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Total deductions 1,855,473 1,207,950
Change in forfeiture reserve, net (17,532) (11,784)
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Net increase 1,521,526 4,782,119
Net assets available for benefits at beginning of year 18,960,759 14,178,640
-------------------- --------------------
Net assets available for benefits at end of year $ 20,482,285 $ 18,960,759
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The accompanying notes are an integral part of these financial statements.
4
DuPont Flooring Systems, Inc. 401(k) Plan and
DuPont Residential Flooring Systems, Inc. 401(k) Plan
Notes to Financial Statements
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1. Description of Plan
The following description of the DuPont Flooring Systems, Inc. 401(k) Plan
and DuPont Residential Flooring Systems, Inc. 401(k) Plan (formerly "DuPont
Commercial Flooring Systems, Inc. 401(k) Plan and DuPont Residential
Flooring Systems, Inc. 401(k) 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
and most recently amended effective February 1, 2000. Non-union 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 within the Plan.
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.
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.
Effective February 1, 2000, the Company will make a matching contribution
equal to $.30 for each $1.00 contributed by a participant, up to a maximum
of 7 percent of the participant's compensation. Prior to February 1, 2000,
the Company made 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 discretionary
qualified nonelective contributions. Matching Company contributions are
recorded monthly. Discretionary qualified nonelective contributions, if
any, are recorded annually.
The Conoco Common Stock Fund is an investment option of the Plan, as a
result of a prior stock exchange. Participants were given the option to
exchange Company common stock for Conoco common stock. No additional shares
of Conoco common stock may be purchased by Plan participants through
payroll deductions, fund transfers or the reinvestment of dividends.
5
DuPont Flooring Systems, Inc. 401(k) Plan and
DuPont Residential Flooring Systems, Inc. 401(k) Plan
Notes to Financial Statements
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Participant Accounts
Each participant's account is credited with the participant's contribution
and allocation of the Company's contribution and Plan earnings. Earnings
are allocated by fund based on the ratio of a participant's account
invested in a particular fund to all participant's investments in that
fund. 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 own 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 becomes 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.
Benefit Payments
On termination of service, a participant may elect to receive either a
lump-sum amount equal to the value of the vested portion of his or her
account, a distribution in the form of an annuity, or installment payments.
Distributions 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 (8.75% to 10.75% and 7.00% to
10.75% for the years ended December 31, 2000 and 1999, respectively).
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.
6
DuPont Flooring Systems, Inc. 401(k) Plan and
DuPont Residential Flooring Systems, Inc. 401(k) Plan
Notes to Financial Statements
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During the year ended December 31, 1999 the Plan adopted AICPA Statement of
Position 99-3, "Accounting for and Reporting of Certain Defined
Contribution Plan Investments and Other Disclosure Matters."
Investment Valuation
Investments in the general accounts are non-fully benefit responsive and
are stated at fair value. Investments in pooled separate accounts are
stated at fair value, as determined by the unit value reported by
Connecticut General Life Insurance Company ("CG Life"). 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,
2000 1999
CIGNA Charter Guaranteed Income Fund $4,332,981 $4,009,400
interest rates, 5.25%; 5.20%
CIGNA Fidelity Advisor Growth Opportunities Fund 3,238,437 3,920,152
units, 51,298; 50,439
CIGNA Fidelity Contrafund Fund 3,259,988 3,568,841
units, 37,033; 37,343
CIGNA Lifetime40 Fund 1,434,654 1,242,183
units, 113,322; 96,819
CIGNA Charter Growth & Income Fund 3,077,868 3,119,221
units, 239,337; 229,018
CIGNA INVESCO Dynamics Fund 1,168,276 N/A
units, 34,391; N/A
7
DuPont Flooring Systems, Inc. 401(k) Plan and
DuPont Residential Flooring Systems, Inc. 401(k) Plan
Notes to Financial Statements
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Investment Performance
During the years ended December 31, 2000 and 1999, the Plan's investments
(including interest, dividends, realized gains and losses on investments
bought and sold and unrealized gains and losses on investments held during
the year) (depreciated) appreciated in value as follows:
Years Ended
December 31,
2000 1999
General Accounts:
CIGNA Charter Guaranteed Short-Term Account $ - $ 132
CIGNA Charter Guaranteed Income Fund 202,257 181,302
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202,257 181,434
Pooled Separate Accounts:
CIGNA Fidelity Asset Manager Fund - 2,475
CIGNA Fidelity Advisor Growth Opportunities Fund (727,483) 117,846
CIGNA Fidelity Contrafund Fund (268,277) 657,057
CIGNA Warburg Pincus Advisor Growth & Income Fund - 36,709
CIGNA Warburg Pincus Advisor International Equity Fund - 17,979
CIGNA Lifetime20 Fund (1,684) 5,650
CIGNA Lifetime30 Fund (461) 2,893
CIGNA Lifetime40 Fund (19,635) 186,581
CIGNA Lifetime50 Fund 50 712
CIGNA Lifetime60 Fund 228 196
CIGNA Charter Corporate Bond Fund 10,791 (469)
CIGNA Charter Growth & Income Fund (188,439) 480,991
CIGNA Charter Large Company Stock Index Fund (53,739) 38,386
CIGNA Charter Foreign Stock II Fund (66,513) 141,833
CIGNA INVESCO Dynamics Fund (202,209) 102,092
CIGNA Janus Worldwide Fund (208,305) 147,465
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(1,725,676) 1,938,396
Common Stocks:
DuPont Common Stock (82,644) 29,000
Conoco Common Stock 337 (31)
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(82,307) 28,969
Participant Notes Receivable 42,708 26,625
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Net (decrease) increase $ (1,563,018) $ 2,175,424
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8
DuPont Flooring Systems, Inc. 401(k) Plan and
DuPont Residential Flooring Systems, Inc. 401(k) Plan
Notes to Financial Statements
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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 5.25% and 5.20% for the years
ended December 31, 2000 and 1999, respectively, net of asset charges. For
the Plan's investment in the CIGNA Charter Guaranteed Short-Term Account,
the Plan was credited with interest at a yield which averaged 3.10% 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 rate reset process, approximates
contract value.
5. Related-Party Transactions
Plan assets include investments in funds managed by CG Life, a wholly-owned
subsidiary of CIGNA. CG Life is the Plan's trustee and as such,
transactions with the trustee qualify as party-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. DuPont De Nemours & Co. Inc., the
Plan Sponsor, which also qualifies as a party-in-interest. The Plan holds
shares of Conoco, Inc., a formerly wholly-owned subsidiary of 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 determined
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.
9
DuPont Flooring Systems, Inc. 401(k) Plan and
DuPont Residential Flooring Systems, Inc. 401(k) Plan
Notes to Financial Statements
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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 Company
contributions 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 $59,573 and $53,349 at December 31, 2000
and 1999, respectively, is available to offset contributions or pay Plan
expenses, which would be otherwise payable by the Company, in accordance
with the Plan agreement. In 1999 Company cash contributions were offset by
$94 from forfeited nonvested accounts.
10
DuPont Flooring Systems, Inc. 401(k) Plan and
DuPont Residential Flooring Systems, Inc. 401(k) Plan
Supplemental Schedule I
Schedule H (Part IV) Form 5500-
Schedule of Assets Held for Investment Purposes at End of Year December 31, 2000
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(a) (b) (c) (d) (e)
Identity of issue, Description of investment including Cost Current value
borrower, maturity date, rate of interest,
lessor, or similar party collateral, par or maturity value
* Connecticut General Life CIGNA Charter Guaranteed Income Fund N/A** $4,332,981
Insurance Company
* Connecticut General Life CIGNA Fidelity Advisor Growth N/A** 3,238,437
Insurance Company Opportunities Fund
* Connecticut General Life CIGNA Fidelity Contrafund Fund N/A** 3,259,988
Insurance Company
* Connecticut General Life CIGNA Lifetime20 Fund N/A** 90,551
Insurance Company
* Connecticut General Life CIGNA Lifetime30 Fund N/A** 57,467
Insurance Company
* Connecticut General Life CIGNA Lifetime40 Fund N/A** 1,434,654
Insurance Company
* Connecticut General Life CIGNA Lifetime50 Fund N/A** 31,690
Insurance Company
* Connecticut General Life CIGNA Lifetime60 Fund N/A** 8,748
Insurance Company
* Connecticut General Life CIGNA Charter Corporate Bond Fund N/A** 215,512
Insurance Company
* Connecticut General Life CIGNA Charter Growth & Income Fund N/A** 3,077,868
Insurance Company
* Indicates an identified person known to be a party-in-interest to the Plan.
** Cost information has been omitted for participant directed investments.
11
DuPont Flooring Systems, Inc. 401(k) Plan and
DuPont Residential Flooring Systems, Inc. 401(k) Plan
Supplemental Schedule I
Schedule H (Part IV) Form 5500-
Schedule of Assets Held for Investment Purposes at End of Year December 31, 2000
--------------------------------------------------------------------------------
(a) (b) (c)
Identity of issue, Description of investment including (e)
borrower, maturity date, rate of interest, (d) Current
lessor, or similar party collateral, par or maturity value Cost value
* Connecticut General Life CIGNA Charter Large Company Stock N/A** $ 581,663
Insurance Company Index Fund
* Connecticut General Life CIGNA Charter Foreign Stock II Fund N/A** 624,620
Insurance Company
* Connecticut General Life CIGNA INVESCO Dynamics Fund N/A** 1,168,276
Insurance Company
* Connecticut General Life CIGNA Janus Worldwide Fund N/A** 925,741
Insurance Company
* National Financial DuPont Common Stock N/A** 853,859
Services Corporation
* National Financial Conoco Common Stock N/A** 2,051
Services Corporation
* Plan Participants Participant Notes Receivable N/A** 578,179
* Indicates an identified person known to be a party-in-interest to the Plan.
** Cost information has been omitted for participant directed investments.
12