================================================================================
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 PLAN YEAR ENDED DECEMBER 31, 2001
PROTEIN TECHNOLOGIES INTERNATIONAL, INC.
SAVINGS INVESTMENT PLAN
(FULL TITLE OF THE PLAN)
PROTEIN TECHNOLOGIES INTERNATIONAL, INC.
1034 DANFORTH DRIVE
ST. LOUIS, MISSOURI 63102
(NAME AND ADDRESS OF PRINCIPAL EXECUTIVE OFFICE OF ISSUER)
================================================================================
Signatures
Pursuant to the requirements of the Securities and Exchange Act of 1934, Protein
Technologies International, Inc. has duly caused this Annual Report to be signed
by the undersigned hereunto duly authorized.
Protein Technologies International, Inc
Savings Investment Plan
Date: June 27, 2002
BY /s/ James M. Fales
----------------------------------------
James M. Fales
Chief Financial Officer
PROTEIN TECHNOLOGIES INTERNATIONAL, INC.
SAVINGS INVESTMENT PLAN
Table of Contents
--------------------------------------------------------------------------------
Page Number
-----------
Report of Independent Accountants 1
Basic Financial Statements
Statements of Net Assets Available for Benefits 2
Statements of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4 - 7
Additional Information *
Schedule I - Schedule of Assets (Held at End of Year) 8
Schedule II - Schedule of Reportable Transactions (Nonparticipant-Directed
Transactions or Series of Transactions in Excess of 5% of Plan
Assets) 9
* 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.
Report of Independent Accountants
To the Participants and Administrator of
Protein Technologies International, Inc. Savings Investment 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 Protein Technologies International, Inc. Savings Investment Plan (the "Plan")
at December 31, 2001 and 2000, 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 schedules of assets
(held at end of year) 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
Philadelphia, Pennsylvania
June 14, 2002
PROTEIN TECHNOLOGIES INTERNATIONAL, INC.
SAVINGS INVESTMENT PLAN
Statements of Net Assets Available for Benefits
--------------------------------------------------------------------------------
As of December 31,
2001 2000
-----------------------------------
Investments, at fair value
Registered investment companies:
Vanguard 500 Index Fund $ 11,614,814* $12,920,970*
Vanguard Explorer Fund 2,391,890 2,293,189
Vanguard Federal Money Market Fund 10,752,729* 11,519,889*
Vanguard International Growth Fund 1,543,581 2,086,225
Vanguard Wellington Fund 4,892,544* 4,455,059*
Vanguard Windsor II Fund 5,950,777* 5,973,253*
-------------------------------
37,146,335 39,248,585
Vanguard Retirement Savings Trust 1,494,840 1,055,487
Conoco Stock Fund 144,454 169,478
DuPont Stock Fund 10,637,844# 8,700,218#
Participant Loans 1,818,931 1,745,380
-------------------------------
Net assets available for benefits $ 51,242,404 $50,919,148
===============================
* Represents an investment that is 5% or more of net assets available for
benefits.
# Represents a nonparticipant-directed investment that is 5% or more of net
assets available for benefits. The accompanying notes are an integral part of
the financial statements.
2
PROTEIN TECHNOLOGIES INTERNATIONAL, INC.
SAVINGS INVESTMENT PLAN
Statements of Changes in Net Assets Available for Benefits
--------------------------------------------------------------------------------
Year Ended December 31,
2001 2000
-------------------------------------------
Additions
Investment income:
Interest and dividend income, investments $ 1,508,288 $ 2,342,278
Interest income, participant loans 153,643 157,064
Net depreciation in fair value
of investments (3,580,990) (3,181,882)
-------------------------------------------
(1,919,059) (682,540)
-------------------------------------------
Contributions:
Employer 3,054,039 3,088,572
Participant 4,554,818 5,441,906
-------------------------------------------
7,608,857 8,530,478
-------------------------------------------
Total additions 5,689,798 7,847,938
-------------------------------------------
Deductions
Payment of benefits 5,348,755 3,083,937
Administrative expenses 17,787 17,177
-------------------------------------------
Total deductions 5,366,542 3,101,114
-------------------------------------------
Net increase 323,256 4,746,824
Net assets available for plan benefits:
Beginning of year 50,919,148 46,172,324
-------------------------------------------
End of year $ 51,242,404 $ 50,919,148
===========================================
The accompanying notes are an integral part of the financial statements.
3
PROTEIN TECHNOLOGIES INTERNATIONAL, INC.
SAVINGS INVESTMENT PLAN
Notes to Financial Statements
--------------------------------------------------------------------------------
Note 1 - Description of Plan
The following description of the Protein Technologies International, Inc. (the
"Company") Savings Investment Plan (the "Plan") provides only general
information. Participants should refer to the Plan agreement for a more complete
description of the Plan's provisions.
General
The Plan is a defined-contribution plan covering all domestic regular full-time
and part-time sales, administrative and clerical, production and maintenance
employees of the Company. Participants may contribute to the Plan upon
enrollment; however, one year of covered service is required in order to receive
Company matching contributions (see "Contributions" below). The Plan is subject
to the provisions of the Employee Retirement Income Security Act of 1974
("ERISA").
The Company sold the Fiber Sales & Development Corporation division on August
25, 2000. The Company vested all employees from the sold division in the Plan.
The Plan is administered by the Company. Vanguard Fiduciary Trust Company
("VFTC") is the Trustee of the assets of the Plan. As Trustee, VFTC has the
authority to hold, manage and protect the assets of the Plan in accordance with
the provisions of the Plan and the trust agreements.
Contributions
Each year, participants may contribute up to 12% of annual compensation on a
pre-tax basis, or up to 10% of compensation on an after-tax basis with a
combined total not to exceed 15% of compensation, subject to certain limits
imposed by the Internal Revenue Service ("IRS") and the Plan terms.
Contributions not exceeding 6% of the participant's compensation are matched
100% by the Company after one year of service. Such matching contributions are
made to the DuPont Company Stock Fund (the "DuPont Stock Fund").
Participant accounts
Each participant's account is credited with the participant's contribution and
allocations of (a) the Company's contribution and (b) Plan earnings and charged
with an allocation of any administrative expenses. Allocations 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 plus actual earnings
thereon. Vesting in the Company's matching contribution portion of their
accounts plus actual earnings thereon occurs upon the participant's completion
of five years of credited service. Effective January 1, 2002, vesting occurs
upon the participant's completion of three years of credited service.
Participant Loans
Participants may borrow from their fund accounts subject to the provisions of
the Plan. Loans are limited to the lesser of $50,000 or 50% of the vested amount
in the participant's account, reduced by other outstanding participant loan
balances on the date of the loan. The minimum loan amount is $1,000.
Participants pay interest on such loans at a fixed rate of 1 percentage point
above the prime rate on the date of the loan. Participant loans can be short or
long-term, up to a maximum loan period of 5 years for general purpose loans and
10 years for principal residence loans. Loan repayments are made through a
payroll deduction each pay period. A promissory note in the amount of the loan
must be delivered to VFTC, and in
4
PROTEIN TECHNOLOGIES INTERNATIONAL, INC.
SAVINGS INVESTMENT PLAN
Notes to Financial Statements
--------------------------------------------------------------------------------
the event of the participant's termination, the unpaid balance and accrued
interest become due immediately and payable in full.
Payment of Benefits
Plan withdrawals of before-tax contributions may be made prior to termination or
retirement for cases of financial hardship or at the age of 59 1/2. Hardship
distributions are limited to the amount required to meet the need created by the
hardship and are made at the discretion of the Plan administrator. After-tax
contributions and earnings thereon may be withdrawn at any time.
Forfeitures
Upon the participant's termination of employment, any Company matching
contributions and earnings thereon which are not vested will be forfeited, but
will be restored and eligible for additional vesting if the participant again
becomes an eligible employee within five years after termination and completes
the required years of service. Forfeitures, net of amounts restored, are used to
reduce future Company contributions required under the Plan. Forfeitures of $813
and $20,340 were used to offset Company contributions during the years ended
December 31, 2001 and 2000, respectively. At December 31, 2001 and 2000,
forfeited nonvested accounts totaled $161,958 and $83,201, respectively.
Plan Termination
The Company may, by action of its Board of Directors, terminate the Plan. In
case of such termination, participants shall be fully vested in Company matching
contributions credited to their accounts and, subject to Plan provisions and
applicable law, the total amount in each participant's account shall be
distributed to the participant or for the participant's benefit.
Note 2 - Summary of Accounting Policies
The following accounting policies, which conform with accounting principles
generally accepted in the United States of America, have been used consistently
in the preparation of the Plan's financial statements:
Basis of Accounting
The financial statements of the Plan are prepared under the accrual method of
accounting.
Use of Estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and changes therein, and disclosure of contingent assets and
liabilities. Actual results could differ from those estimates.
Investment Valuation and Income Recognition
The Plan's investments are stated at fair value. Shares of registered investment
companies are valued at quoted market prices, which represent the net asset
value of shares held by the Plan at year-end. Units of the Retirement Savings
Trust are valued at net asset value at year-end. The Conoco and DuPont stock
funds are valued at their year-end unit closing prices (defined as the year-end
market price of the common stock plus the uninvested cash position). Participant
loans are valued at cost, which approximates fair value.
5
PROTEIN TECHNOLOGIES INTERNATIONAL, INC.
SAVINGS INVESTMENT PLAN
Notes to Financial Statements
--------------------------------------------------------------------------------
Purchases and sales of investments are recorded on a trade-date basis. Interest
income is accrued when earned. Dividend income is recorded on the ex-dividend
date. Capital gain distributions are included in dividend income.
Payment of Benefits
Benefits are recorded when paid.
Note 3 - Nonparticipant-Directed Investments
Information about the components of the changes in net assets relating to the
DuPont Stock Fund, a nonparticipant-directed investment, is as follows:
Year ended December 31,
2001 2000
----------- -----------
Changes in Net Assets:
Interest and dividend income $ 284,277 $ 180,988
Net depreciation (1,018,143) (1,701,507)
Contributions 3,876,917 3,819,047
Distributions (1,086,677) (418,367)
Net transfers (114,349) 869,640
Other (4,399) (3,516)
----------- -----------
$ 1,937,626 $ 2,746,285
=========== ===========
Note 4 - Investments
During 2001 and 2000, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year) depreciated in
value as follows:
Year Ended December 31,
2001 2000
------------- ------------
Registered Investment Companies $ (2,561,416) $ (1,502,317)
Common Stock Funds (1,019,574) (1,679,565)
------------- ------------
$ (3,580,990) $ (3,181,882)
============= ============
Note 5 - Related Party Transactions
The Plan invests in shares of mutual funds managed by an affiliate of VFTC. VFTC
acts as trustee for
6
PROTEIN TECHNOLOGIES INTERNATIONAL, INC.
SAVINGS INVESTMENT PLAN
Notes to Financial Statements
--------------------------------------------------------------------------------
investments as defined by the Plan. E. I. du Pont de Nemours and Company
("DuPont"), as parent of the Company, is a related party to the Plan. The Plan
offers the DuPont Stock Fund investment option. Transactions in these
investments qualify as party-in-interest transactions which are exempt from the
prohibited transaction rules.
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 Company stock, which were held in their participant accounts in
the DuPont Common Stock Fund. For each share of DuPont common stock exchange,
the participants received an appropriate number of shares of Conoco common
stock. Accordingly, the Conoco Stock Fund was created as an investment fund of
the Plan. No additional shares of Conoco common stock may be purchased by Plan
participants through payroll deductions, fund transfers, or the reinvestment of
dividends. Dividends earned on Conoco common stock are distributed pro rata to
the investment options in participants' accounts based upon their current
investment elections. The balance of the Conoco Stock Fund was $144,454 and
$169,478 at December 31, 2001 and 2000, respectively.
Note 6 - Plan Expenses
The Company pays a portion of expenses related to administering and operating
the Plan. Loan fees are deducted annually from the accounts of participants with
outstanding loan balances.
Note 7 - Tax Status
The Internal Revenue Service determined and informed the Company by letter dated
April 24, 2000 that the Plan was qualified under Internal Revenue Code ("IRC")
Section 401(a). The Plan has subsequently been amended and restated since
receiving the determination letter. The Plan has filed an application for a new
determination letter, which is currently pending. However, the Company believes
the Plan is designed and is currently being operated in compliance with the
applicable requirements of the IRC.
Note 8 - Subsequent Event
Effective January 1, 2002, the name of the Plan was changed to "DuPont Protein
Technologies Savings Investment Plan."
7
PROTEIN TECHNOLOGIES INTERNATIONAL, INC. Schedule I
SAVINGS INVESTMENT PLAN
Schedule of Assets (Held at End of Year)
As of December 31, 2001
--------------------------------------------------------------------------------
Protein Technologies International, Inc. Savings Investment Plan, EIN 43-0470580
Attachment to Form 5500, Schedule H, Part IV, Line i
Identity of Issue Investment Type Current Value
----------------------------------------------------------------------------------------------------------------------
* Vanguard 500 Index Fund Registered Investment Company $ 11,614,814
* Vanguard Explorer Fund Registered Investment Company 2,391,890
* Vanguard Federal Money Market Fund Registered Investment Company 10,752,729
* Vanguard International Growth Fund Registered Investment Company 1,543,581
* Vanguard Wellington Fund Registered Investment Company 4,892,544
* Vanguard Windsor II Fund Registered Investment Company 5,950,777
* Vanguard Retirement Savings Trust Common/Collective Trust 1,494,840
* Conoco, Inc. Common Stock 144,454
* E. I. du Pont de Nemours and Company, Inc.** Common Stock 10,637,844
Protein Technologies International, Inc. Savings Investment Plan Participant Loans (7.0%-10.5%) $ 1,818,931
--------------
Total assets held for investment purposes $ 51,242,404
==============
* Party in Interest
** A nonparticipant-directed investment, for which cost is $12,502,443
8
PROTEIN TECHNOLOGIES INTERNATIONAL, INC. Schedule II
SAVINGS INVESTMENT PLAN
Schedule of Reportable Transactions *
Year Ended December 31, 2001
--------------------------------------------------------------------------------
Protein Technologies International, Inc. Savings Investment Plan, EIN 43-0470580
Attachment to Form 5500, Schedule H, Part IV, Line j
Description of Asset (include Current Value of
Identity of Party interest rate and maturity in Historical Cost of Asset on Historical Gain
Involved the case of a loan) Purchase Price Selling Price Asset Transaction (Loss)
------------------------------------------------------------------------------------------------------------------------------------
The Vanguard Group DuPont Stock Fund 5,436,457 5,436,457
The Vanguard Group DuPont Stock Fund 2,480,688 2,752,548 2,480,688 $ (271,860)
* Nonparticipant-directed transactions or a series of transactions in excess of
5% of the current value of the Plan's assets as of the beginning of the plan
year as defined in section 2520.103-6 of the Department of Labor Rules and
Regulations for Reporting and Disclosure under ERISA.
9