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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 Year Ended December 31, 2001
THRIFT PLAN FOR EMPLOYEES OF
SENTINEL TRANSPORTATION COMPANY
(Full title of 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)
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- 1 -
Thrift Plan for Employees of
Sentinel Transportation Company
Index to Financial Statements and Supplemental Schedule
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Page(s)
Report of Independent Accountants 4
Financial Statements
Statements of Net Assets Available for Benefits, as of
December 31, 2001 and 2000 5
Statements of Changes in Net Assets Available for Benefits,
for the years ended December 31, 2001 and 2000 6
Notes to Financial Statements 7-14
Supplemental Schedules*
Schedule I: Schedule of Assets (Held at End of Year) 15
* 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.
- 2 -
Signatures
Pursuant to the requirements of the Securities and Exchange Act of 1934,
Sentinel Transportation, LLC, has duly caused this Annual Report to be signed by
the undersigned hereunto duly authorized.
Thrift Plan for the Employees of
Sentinel Transportation Company
Dated: May 9, 2002:
By: /s/ Marilyn Shaw
Marilyn Shaw
Human Resources Manager
- 3 -
Report of Independent Accountants
To the Administrator and Participants
of the Thrift Plan for Employees of Sentinel Transportation Company
We have audited the accompanying statements of net assets available for benefits
of the Thrift Plan for Employees of Sentinel Transportation Company as of
December 31, 2001 and 2000, and the related statements of changes in net assets
available for benefits for the years then ended. 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 in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audits 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 audits provide 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 benefits of the Thrift Plan
for Employees of Sentinel Transportation Company as of 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.
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 is presented for the purpose of additional analysis and
is not a required part of the basic financial statements but is supplemental
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 CPAs, P.C.
Merchantville, New Jersey
May 9, 2002
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Thrift Plan for Employees of
Sentinel Transportation Company
Statements Of Net Assets Available For Benefits
December 31, 2001 and 2000
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December 31,
===================================
2001 2000
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Assets:
Investments:
Plan interest in DuPont and Related Companies
Defined Contribution Plan Master Trust $ 8,512,321 $ 7,186,369
Related Companies Stock Funds 5,961,828 6,553,019
Mutual Funds 2,478,222 2,712,724
Common/Collective Funds 401,566 362,262
Cash and Cash Equivalents 1,747 380,441
Participant Loans 1,223,206 1,281,052
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Total Investments 18,578,890 18,475,867
Receivables:
Participants' Contributions 100,038 128,392
Employer's Contributions 58,904 58,456
Investment Income 7,016 6,140
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Total receivables 165,958 192,988
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Net assets available for benefits $ 18,744,848 $ 18,668,855
============== ===============
The accompanying notes are an integral part of these financial statements.
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Thrift Plan for Employees of
Sentinel Transportation Company
Statements Of Changes
In Net Assets Available For Benefits
For the Years Ended December 31, 2001 and 2000
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Years Ended December 31,
-----------------------------------
2001 2000
-----------------------------------
Additions:
Investment income:
Interest $ 103,345 $ 94,935
Dividends 220,079 360,436
Net depreciation in fair market value of investments (875,369) (2,044,049)
-----------------------------------
Total Investment (Loss) Income (551,945) (1,588,678)
Contributions:
Sentinel Transportation, LLC contributions
(Net of Forfeitures Applied of $30,718 and $28,870
in 2001 and 2000) 809,220 786,670
Participants Contributions 1,061,726 1,074,256
Rollovers/Trust to Trust Transfers 312,183 226,959
-----------------------------------
Total Contributions 2,183,129 2,087,885
-----------------------------------
Total Additions 1,631,184 499,207
Deductions:
Withdrawals (1,555,191) (781,495)
-----------------------------------
Total Deductions (1,555,191) (781,495)
-----------------------------------
Net Increase (Decrease) 75,993 (282,288)
Net assets available for benefits:
Beginning of year 18,668,855 18,951,143
-----------------------------------
End of year $ 18,744,848 $ 18,668,855
===================================
The accompanying notes are an integral part of these financial statements.
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Thrift Plan for Employees of
Sentinel Transportation Company
Notes To Financial Statements
For the Years Ended December 31, 2001 and 2000
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1. Description of the Thrift Plan:
The Plan
The following description of the Thrift Plan for Employees of Sentinel
Transportation Company (the "Plan") provides only general information.
Participants should refer to the Plan agreement for a more comprehensive
description of the Plan's provisions.
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.
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%).
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 and assist 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.
Eligible employees may participate in the Plan by authorizing 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.
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Thrift Plan for Employees of
Sentinel Transportation Company
Notes To Financial Statements
For the Years Ended December 31, 2001 and 2000
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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 service who withdraws any matched
before-tax or after-tax savings will forfeit a portion of related company
contributions in accordance with specific plan provisions. Company
contributions will be suspended for six months if a participant withdraws,
while in-service, any matched before-tax or after-tax savings contributed or
company contributions made to the account during the last two years. A
participant who retires from active service may elect to make an account
withdrawal at any time. Required minimum distributions will begin in March of
the calendar year following the later of the year in which the participant
attains age 70-1/2 or the year following retirement or termination of
employment.
Participants may borrow up to one-half of their non-forfeitable account
balances 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 deduction from pay or pension checks. A participant
also has the right to repay the loan in full at any time without penalty.
Administration
The designated trustee of the Plan is Merrill Lynch Trust Company of America
(Merrill Lynch). The administration of the Plan is vested in the Company,
which may designate three or more persons to serve on the Employee Benefit
Plans Board to operate and administer the Plan. The Company has the
responsibility of appointing the trustees and the authority to designate the
Plan's investment options.
Reasonable expenses of administering the Plan, including, but not limited to,
record-keeping expenses, trustee fees and transactional costs may, at the
election of the Plan Administrator, be paid by participants. For the years
ended December 31, 2001 and 2000, expenses were paid by the Company.
Brokerage fees, transfer taxes, investment fees and other expenses incident
to the purchase and sale of securities and investments shall be included in
the cost of such securities or investments, or deducted from the sales
proceeds, as the case may be.
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.
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Thrift Plan for Employees of
Sentinel Transportation Company
Notes To Financial Statements
For the Years Ended December 31, 2001 and 2000
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2. Significant Accounting Policies
Basis of Accounting
The financial statements have been prepared on the accrual basis of
accounting.
Investment Valuation and Income Recognition
The investments of the Plan are carried at fair value, except for the Plan's
interest in the DuPont and Related Companies Defined Contribution Plan Master
Trust ("Master Trust"). The Plan's interest in the Master Trust relating to
investment contracts is based upon its beginning value plus actual
contributions and allocated investment income less actual distributions (see
Note 3). The Master Trust's investment contracts are fully benefit responsive
and, thus, are stated at contract value. Shares of registered investment
companies (mutual funds) are valued at quoted market prices which represent
the net asset value of shares held by the Plan at year end. Shares of common
and collective trust funds are valued at net unit value as determined by the
trustee at year end. Dupont common stock and Conoco Class B common stock are
valued at quoted market prices at year end. Participant loans and cash and
cash equivalents are valued at cost which approximates fair value.
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.
Payment of Benefits
Benefits are recorded when paid.
Use of Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America 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.
Reclassifications
These financial statements reflect the reclassification of certain prior year
investment amounts to conform to the current year presentation.
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Thrift Plan for Employees of
Sentinel Transportation Company
Notes To Financial Statements
For the Years Ended December 31, 2001 and 2000
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3. DuPont and Related Companies Defined Contribution Master Trust
On April 1, 1999, the Company and certain affiliates ("employers") entered
into a Master Trust Agreement with Merrill Lynch ("Trustee") to establish a
master trust to allow participants from affiliated plans to invest in a
Stable Value Fund and three different Asset Allocation Funds: the
Conservative, Moderate, and Aggressive portfolios. Prior to April 1, 1999,
the Stable Value Fund and Asset Allocation Funds were separate investment
options of the Plan. 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 contributions by the affiliate.
Investment income relating to the Master Trust is allocated proportionately
by investment fund to the plans within the Master Trust based on the plan's
interest to the total fair value of the Master Trust investment funds.
The Stable Value Fund is invested in guaranteed investment contracts,
separate account portfolios, synthetic guaranteed investment contracts and
money market funds. The crediting interest rates on investment contracts
ranged from 5.02% to 7.24% for the year ended December 31, 2001 and from
5.83% to 8.50% for the year ended December 31, 2000. The blended rate of
return was 6.39% in 2001 and 6.72% in 2000.
The crediting rates for certain investment contracts are reset annually and
are based on the market value of the portfolio of assets underlying these
contracts. Inputs used to determine the crediting rate include each
contract's portfolio market value, current yield-to-maturity, duration (i.e.,
weighted average life) and market value relative to contract value. All
contracts have a guaranteed rate of 0% or higher with respect to determining
interest rate resets.
A synthetic guaranteed investment contract provides for a guaranteed return
on principal over a specified period of time through the use of underlying
assets and a benefit responsive wrapper contract issued by a third party.
Included in the contract value of synthetic guaranteed investment contracts
is ($122,037,312) and ($61,031,076) at December 31, 2001 and 2000,
respectively, attributable to wrapper contract providers representing the
amounts by which the value of contracts are less than the value of the
underlying assets.
Total Assets of the Master Trust include:
December 31,
======================================
2001 2000
Investment Contracts $5,294,842,052 $5,134,555,882
Common/Collective Trust Funds 20,450,633 25,007,540
Money Market Funds 26,733,694 31,437,135
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Total $5,342,026,379 $5,191,000,557
================ =================
- 10 -
Thrift Plan for Employees of
Sentinel Transportation Company
Notes To Financial Statements
For the Years Ended December 31, 2001 and 2000
--------------------------------------------------------------------------------
The Plan's undivided interest in the Master Trust was .159% and .138% as of
December 31, 2001 and 2000, respectively.
Investments of the Master Trust that represent more than 5% of the assets of
the Master Trust were as follows:
December 31,
=================================
2001 2000
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Investment Contracts:
Connecticut General Life Ins. $ 439,624,619 $ -
Metropolitan Life - 412,600,954
Principal Life 296,750,377 280,402,889
Aetna Life and Annuity 519,942,538 356,648,682
CDC Financial - 336,220,628
Deutsche Bank (PIM-DUP-1) - 273,816,467
Deutsche Bank (PIM-DUP-2) - 347,269,727
Deutsche Bank (DUP-1) 519,076,651 330,341,799
Monumental Life Insurance Co. 516,903,184 356,840,431
JP Morgan (95-04) 519,142,395 320,535,834
JP Morgan (95-12) - 353,745,646
JP Morgan (ADUPONT03) 528,060,590 -
Peoples Security - 301,118,125
Union Bank of Switzerland 518,377,156 416,151,942
At December 31, 2001, the total assets of the Master Trust of $5,342,026,379
included participant investments in the Stable Value Fund of $5,305,008,040
and $37,018,339 held in the Conservative, Moderate and Aggressive Allocation
Funds. At December 31, 2000, the total Master Trust value of $5,191,000,557
included participant investments in the Stable Value Fund of $5,144,944,410
and $46,056,147 in the Conservative, Moderate and Aggressive Allocation
Funds.
Total investment income of the Master Trust for the years ended December 31,
2001 and 2000 was $341,975,725 and $353,329,080, respectively.
New Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities" ("SFAS No.
133"). SFAS No. 133 requires that an entity recognize all derivatives and
measure those instruments at fair value.
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Thrift Plan for Employees of
Sentinel Transportation Company
Notes To Financial Statements
For the Years Ended December 31, 2001 and 2000
--------------------------------------------------------------------------------
SFAS No. 133 is effective for fiscal years beginning after June 15, 2000.
Pursuant to SFAS No. 137, the Plan adopted SFAS No. 133 effective January 1,
2001. There was an inconsistency in accounting literature between SFAS No.
133, requiring derivatives to be measured at fair value, and the AICPA Audit
and Accounting Guide on "Audits of Employee Benefit Plans and Statement of
Position 94-4, Reporting of Investment Contracts Held by Health and Welfare
Benefit Plans and Defined Contribution Pension Plans", requiring benefit
responsive investment contracts (including synthetic guaranteed investment
contracts) to be measured at contract value. This inconsistency has been
tentatively resolved by the Financial Accounting Standards Board. The
tentative guidance provides that contracts accounted for under SOP 94-4 are
not subject to the requirements of SFAS 133. Therefore, the Master Trust
continues to account for synthetic guaranteed investment contracts at
contract value. Accordingly, the adoption of SFAS 133 did not have a material
impact on the financial statements.
The carrying value of Synthetic Guaranteed Investments Contracts held by the
Master Trust is $3,858,061,618 and $4,001,503,657 at December 31, 2001 and
2000, respectively.
4. Investments
Investments that represent more than 5% of the net assets available for plan
benefits as of December 31, 2001 and 2000 were as follows:
December 31,
==============================
2001 2000
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DuPont Common Stock $5,752,975 $6,305,345
Master Trust 8,512,321 7,186,369
During the years ended December 31, 2001 and 2000, the Plan's investments
(depreciated) appreciated (including realized gains and losses) in value as
follows:
December 31,
===============================
2001 2000
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Master Trust $ 504,138 $ 468,060
Related Companies Stock Fund (733,513) (1,787,089)
Mutual Funds (606,733) (704,354)
Common/Collective Trusts (39,261) (20,666)
---------- -----------
Total Net depreciation ($ 875,369) ($2,044,049)
========== ===========
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Thrift Plan for Employees of
Sentinel Transportation Company
Notes To Financial Statements
For the Years Ended December 31, 2001 and 2000
--------------------------------------------------------------------------------
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 Stock 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. The balance of the Conoco Stock Fund was
$208,853 and $247,674 at December 31, 2001 and 2000, respectively.
6. Tax Status
The Plan is a qualified plan pursuant to Section 401(a) of the Internal
Revenue Code (the "Code") and the related Trusts are exempt from federal
taxation under Section 501(a) of the Code. A favorable tax determination
letter from the Internal Revenue Service dated September 28, 1999 has been
received by the Plan. The Plan has been amended since receiving the
determination letter. However, the Plan administrator and the Plan's ERISA
counsel believe that the Plan is currently designed and operated in
accordance with the applicable sections of the Code. Accordingly, no
provision has been made for federal income taxes in the accompanying
financial statements.
7. Related Party Transaction
Certain Plan investments are shares of mutual funds and units of
common/collective trust funds managed by Merrill Lynch, the Trustee. In
addition, the Plan offers the DuPont Company Stock Fund investment option.
The Master Trust is managed by DuPont Capital Management and the Trustee.
Transactions in these investments qualify as party-in-interest transactions
which are exempt from prohibited transaction rules.
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Thrift Plan for Employees of
Sentinel Transportation Company
Notes To Financial Statements
For the Years Ended December 31, 2001 and 2000
--------------------------------------------------------------------------------
8. 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:
December 31,
===============================
2001 2000
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Net assets available for benefits per the financial statements $ 18,744,848 $ 18,668,855
Less: Contributions receivable - (186,848)
------------ ------------
Net assets available for benefits per the form 5500 $ 18,744,848 $ 18,482,007
============ ============
The following is a reconciliation of contributions received from employer and participants per the
financial statements to the Form 5500.
Year Ended December 31,
2001
=================================
Employer Participants
------------ ----------------
Contributions per financial statements $ 809,220 $1,061,726
Add: December 2000 participant contributions
Withheld and matching employer contribution
Paid January 2001 59,889 126,959
------------ ----------------
Contributions received per the Form 5500 $ 869,109 $1,188,685
============ ================
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Retirement and Saving Plan Schedule 1
Schedule of Assets (Held at End of Year)
Form 5500, Schedule H, Part IV, Line l
As of December 31, 2001
-------------------------------------------------------------------------------
Identity of Issue Description of Investment Current
Value
* Plan Interest in Dupont and Related
Companies Defined Contribution
Plan Master Trust ("Master Trust") Master Trust $8,512,321
* DuPont Common Stock Fund Company Stock Fund $5,752,975
* Conoco Common Stock Fund Company Stock Fund $ 208,853
AIM Equity Constellation Fund Registered Investment Company $ 81,667
AIM Value Fund Registered Investment Company $ 142,939
Fidelity Equity Income Fund Registered Investment Company $ 51,328
Fidelity Fund Registered Investment Company $ 108,632
Fidelity Growth & Income Fund Registered Investment Company $ 116,537
Fidelity Low Priced Stock Registered Investment Company $ 39,706
Fidelity Magellan Fund Registered Investment Company $ 651,414
Franklin Balance Sheet Registered Investment Company $ 39,651
Franklin Cust Fund Registered Investment Company $ 26,769
Franklin Small Mid Cap Growth Fund Registered Investment Company $ 210,638
Janus Enterprise Fund Registered Investment Company $ 302,405
Janus Mercury Fund Registered Investment Company $ 424,445
Mercury Global Holdings FD CL I Registered Investment Company $ 36,440
Mercury HW INTL Value Fund CL I Registered Investment Company $ 2,856
* Merrill Lynch Basic Value Fund Registered Investment Company $ 51,630
* Merrill Lynch Capital Fund Registered Investment Company $ 72,294
* Merrill Lynch Fundamental Growth Fund Registered Investment Company $ 13,794
MFS Research Fund Registered Investment Company $ 16,214
MFS Total Return Fund Registered Investment Company $ 64,576
Templeton Foreign Fund Registered Investment Company $ 8,111
Templeton Growth Fund Registered Investment Company $ 16,176
* Aggressive Asset Allocation Portfolio Common/Collective Trusts $ 4,342
Barclays 3-way Common/Collective Trusts $ 128,079
* Conservative Asset Allocation Portfolio Common/Collective Trusts $ 434
* Merrill Lynch Equity Index Trust Common/Collective Trusts $ 252,786
* Merrill Lynch International Index Common/Collective Trusts $ 6,014
* Merrill Lynch Small Cap Index Common/Collective Trusts $ 6,580
* Moderate Asset Allocation Portfolio Common/Collective Trusts $ 3,331
Cash and Cash Equivalents Cash and Cash Equivalents $ 1,747
Participant Loans 5.5% - 9.0% $1,223,206
----------
Investment Total $18,578,890
===========
*Party in interest
- 15 -