e11vk
United States Securities and Exchange Commission
Washington, DC 20549
FORM 11-K
(Mark One)
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þ |
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2006
OR
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
Commission file number 001-00815
DuPont 401(k) and Profit Sharing Plan
(Full title of plan)
E. I. du Pont de Nemours and Company
1007 Market Street
Wilmington, Delaware 19898
(Name and Address of Principal Executive Office of Issuer)
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, E. I. du Pont de
Nemours and Company has duly caused this Annual Report to be signed on its behalf by the
undersigned hereunto duly authorized.
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DuPont 401(k) and Profit Sharing Plan
Dated: June 28, 2007
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By: |
/s/ Robert Slone
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Robert Slone |
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Director of Global Rewards,
Policy & Strategy and US Delivery |
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DuPont 401(k) and Profit Sharing Plan
Index to Financial Statements and Supplemental Schedules
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* |
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Other supplemental schedules required by Section 2520.103-10 of the Department of Labors
Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974 have been omitted because they are not applicable. |
Report of Independent Registered Public Accounting Firm
To the Participants and Administrator of
DuPont 401(k) and Profit Sharing 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 DuPont 401(k) and Profit Sharing Plan (the
Plan) at December 31, 2006 and 2005, 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 Plans 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 the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, 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 at End of Year) and Schedule of
Delinquent Participant Contributions 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 Labors Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the
Plans 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
Philadelphia, Pennsylvania
June 25, 2007
DuPont 401(k) and Profit Sharing Plan
Statements of Net Assets Available for Benefits
December 31, 2006 and 2005
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2006 |
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2005 |
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Assets: |
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Investments, at fair value: |
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Common/collective trust funds |
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$ |
3,538,801 |
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$ |
2,691,540 |
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Mutual funds |
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7,470,585 |
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4,711,557 |
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Company stock fund |
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597,110 |
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364,693 |
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Participant loans |
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177,604 |
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155,111 |
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Total investments |
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11,784,100 |
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7,922,901 |
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Receivables: |
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Participant contributions |
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43,217 |
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Employer contributions |
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207,452 |
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Dividends and interest |
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231 |
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95 |
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Total receivables |
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250,900 |
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95 |
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Cash |
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160 |
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7,775 |
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Net assets available for benefits, at fair value |
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12,035,160 |
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7,930,771 |
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Adjustment from fair value to contract
value for interest in
common/collective trust relating to
fully benefit-responsive investment
contracts |
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47,640 |
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37,549 |
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Net assets available for benefits |
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$ |
12,082,800 |
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$ |
7,968,320 |
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The accompanying notes are an integral part of these financial statements.
2
DuPont 401(k) and Profit Sharing Plan
Statements of Changes in Net Assets Available for Benefits
Years Ended December 31, 2006 and 2005
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2006 |
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2005 |
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Additions to net assets attributed to: |
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Investment income: |
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Net appreciation in fair value of investments |
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$ |
643,064 |
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$ |
95,825 |
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Interest income |
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10,690 |
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8,408 |
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Dividend income |
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590,660 |
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307,788 |
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Total investment income |
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1,244,414 |
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412,021 |
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Contributions: |
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Participant |
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1,997,973 |
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977,983 |
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Employer |
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1,172,346 |
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409,064 |
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Rollover |
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58,631 |
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54,271 |
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Total contributions |
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3,228,950 |
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1,441,318 |
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Total additions |
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4,473,364 |
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1,853,339 |
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Deductions to net assets attributed to: |
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Benefits paid to participants |
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358,084 |
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454,381 |
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Administrative expenses |
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800 |
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600 |
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Total deductions |
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358,884 |
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454,981 |
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Net increase |
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4,114,480 |
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1,398,358 |
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Net assets available for benefits: |
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Beginning of year |
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7,968,320 |
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6,569,962 |
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End of year |
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$ |
12,082,800 |
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$ |
7,968,320 |
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The accompanying notes are an integral part of these financial statements.
3
DuPont 401(k) and Profit Sharing Plan
Notes to Financial Statements
NOTE 1 DESCRIPTION OF THE PLAN
The following description of the DuPont 401(k) and Profit Sharing Plan (the Plan) provides only
general information. Participants should refer to the Plan document for a more complete
description of the Plans provisions.
General
The Plan is a defined contribution plan subject to the provisions of the Employee Retirement Income
Security Act of 1974 (ERISA), as amended. The Plan, which became effective January 1, 2003, is
sponsored by E. I. du Pont de Nemours and Company (Plan Sponsor). Eligible employees of the Plan
Sponsors subsidiaries or general partnerships, which have adopted the Plan with the Plan Sponsors
approval, are eligible to participate in the Plan. Currently, DuPont Holographics, Inc., DuPont
Displays Enhancements, Inc., DuPont Displays, Inc., and, effective January 1, 2006, DuPont
Liqui-box Corporation (collectively the Employer or the Company) have adopted the Plan.
All employees of the Company are eligible to participate except any employee whose compensation and
conditions of employment are covered by a collective bargaining agreement to which the Company is a
party unless the agreement calls for the employees participation in the Plan or an employee whose
services are leased from another company. Participation begins the first day of employment.
The designated trustee of the Plan is Merrill Lynch Trust Co., FSB, (Merrill Lynch).
Contributions
Each year, participants may contribute between 1 percent to 75 percent of their eligible earnings,
as defined by the Plan. Participants who have attained age 50 before the end of the Plan year are
eligible to make catch-up contributions. Participants may also contribute amounts representing
distributions from other qualified defined benefit or defined contribution plans. The Company will
make a matching contribution of 100 percent of the first 3 percent of eligible earnings that a
participant contributes to the Plan plus an additional matching contribution of 50 percent of any
contributions that exceed 3 percent but do not exceed 5 percent of the participants eligible
compensation. Contributions to the Plan are subject to certain limits imposed by the Internal
Revenue Service (IRS) and the Plan terms.
In addition, the Plan permits each participating Company to make a discretionary profit sharing
contribution for the benefit of their eligible employees. Any employee of such participating
company who is actively employed on the last day of the Plan year or who retired, died, or became
disabled during the Plan year will receive an allocation based on the ratio that the participants
compensation bears to the total compensation of all eligible participants. For the year ended
December 31, 2006, a contribution of $182,812 was made to the Plan for the benefit of eligible
employees of DuPont Liqui-box Corporation.
4
DuPont 401(k) and Profit Sharing Plan
Notes to Financial Statements
Participants direct the investment of their contributions into various investment options
offered by the Plan. The Plan currently offers fourteen mutual funds, four common/collective trust
funds and a company stock fund as investment options for participants.
Participant Accounts
Each participants account is credited with the participants contributions and allocations of (a)
the Companys contributions and (b) Plan earnings, and charged with an allocation of administrative
expenses. Allocations are based on participant earnings or account balance, as defined. The
benefit to which a participant is entitled is the benefit that can be provided from the
participants vested account.
Vesting
Participants are immediately vested in their contributions and Company matching contributions plus
actual earnings thereon. A participants vested interest in the Companys profit sharing
contributions and the related earnings are determined using the following table:
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Years of Service |
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Vested Percent |
immediately upon participation
1
2
3 or more
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0%
33%
66%
100% |
In addition, a participant becomes 100 percent vested in all contributions upon attainment of
normal retirement age (age 591/2), disability, or death while employed by the Company.
Participant Loans
Participants may borrow from their 401(k) and matching fund accounts a minimum of $1,000 up to a
maximum equal to the lesser of $50,000 (less the participants highest outstanding loan balance
during the previous twelve months) or 50 percent of their account balance. The loans are secured
by the balance in the participants account and bear interest at rates that range from 5 percent to
11.5 percent, which are commensurate with local prevailing rates as determined by the Plan
administrator. Principal and interest is paid ratably through payroll deductions. A maximum of
one loan per participant may be outstanding at any time and loan maturities cannot exceed five
years, except for loans made to purchase a primary residence, in which case the maturity cannot
exceed ten years.
5
DuPont 401(k) and Profit Sharing Plan
Notes to Financial Statements
Payment of Benefits
A withdrawal of all or a portion of a participants account may be made by the participant after
attaining age 591/2. Withdrawals of employee contributions for undue financial hardship are also
permitted. Upon termination, retirement, death, or disability, a participant may elect to receive
the value of their vested balances, in accordance with the provisions of the Plan, in a lump-sum
distribution or in installments, payable in cash or in kind, or part in cash and part in kind.
Forfeited Accounts
Forfeitures will be used, as defined in the Plan, to pay administrative expenses and may reduce the
amount of future Company contributions. There were no such forfeited amounts used during the Plan
years ended December 31, 2006 and 2005.
Administrative Expenses
Reasonable expenses of administering the Plan, at the election of the Company, may be paid by the
Plan. For the years ended December 31, 2006 and 2005, the Plan paid $800 and $600, respectively, in
administrative expenses of the Plan including various recordkeeping services. Brokerage fees,
transfer taxes, investment fees and other expenses incident to the purchase and sale of securities
and investments can be included in the cost of such securities or investments or deducted from the
sales proceeds.
NOTE 2 SUMMARY OF ACCOUNTING POLICIES
Basis of Accounting
The financial statements of the Plan are prepared under the accrual method of accounting.
As described in Financial Accounting Standards Board Staff Position, FSP AAG INV-1, Reporting of
Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies subject to the
AICPA Investment Company Audit Guide and Defined Contribution Health and Welfare and Pension Plans
(the FSP), investment contracts held by a defined contribution plan are required to be reported
at fair value. This applies even when the contracts are not held directly by the Plan but are
underlying assets in Common/collective trust (CCT) investments held by the Plan. However,
contract value is the relevant measurement of net assets available for benefits in a defined
contribution plan that holds fully benefit-responsive investment contracts because contract value
is the amount participants would receive if they were to initiate permitted transactions under the
terms of the Plan. As required by the FSP, the Statement of Net Assets Available for Benefits
presents the fair value of the interest in CCTs relating to fully benefit-responsive investment
contracts with an adjustment to contract value. The Statement of Changes in Net Assets Available
for Benefits is prepared on a contract value basis.
6
DuPont 401(k) and Profit Sharing Plan
Notes to Financial Statements
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles
requires management to make estimates that affect the financial statements and accompanying notes.
Actual results could differ from those estimates.
Investment Valuation and Income Recognition
The Plans investments are stated at fair value. Shares of registered investment companies (mutual
funds) are valued at the net asset value of shares held by the Plan at year end. Shares of CCTs
are valued at net unit value as determined by the trustee at year end except when holding fully
benefit-responsive investment contracts. The Company stock fund is valued at its year end unit
closing price (defined as the year end market price of common stock plus uninvested cash position).
Participant loans are valued at their outstanding balances, which approximate fair value.
The Plan holds shares of CCTs that have investments in fully benefit-responsive investment
contracts. For purposes of the Statement of Net Assets Available for Benefits, these CCTs are
stated at fair value. As provided in the FSP, an investment contract is generally required to be
reported at fair value, rather than contract value, to the extent it is fully benefit-responsive.
The fair value of such investment contracts held by the CCTs are determined using the market price
of the underlying securities and the value of the investment contract.
Purchases and sales of investments are recorded on a trade-date basis. Interest income is recorded
on the accrual basis. 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 INVESTMENTS
The following table presents investments (at contract value) that represent 5% or more of the
Plans net assets:
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December 31, |
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2006 |
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2005 |
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Merrill Lynch Retirement
Preservation trust |
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$ |
2,555,940 |
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$ |
2,138,395 |
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MFS Total Return fund |
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983,716 |
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700,878 |
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Templeton Growth fund |
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935,305 |
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562,682 |
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Franklin Balance Sheet |
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1,641,405 |
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1,050,917 |
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Blackrock Basic Value Fund Class I |
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811,854 |
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484,956 |
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DuPont stock fund |
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597,110 |
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364,693 |
* |
* Investment represents less than 5% of the net assets in the respective year.
7
DuPont 401(k) and Profit Sharing Plan
Notes to Financial Statements
During the years ended December 31, 2006, and 2005, the Plans investments (including gains
and losses on investments bought and sold, as well as held during the year) appreciated
(depreciated) in value by $643,064 and $95,825, respectively, as follows:
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2006 |
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2005 |
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Common/collective trust funds |
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$ |
134,443 |
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$ |
29,708 |
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Mutual funds |
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430,131 |
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117,988 |
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Company stock fund |
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78,490 |
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(51,871 |
) |
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$ |
643,064 |
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$ |
95,825 |
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NOTE 4 TAX STATUS
The Plan Sponsor has adopted the Merrill Lynch Prototype Non-Standardized Profit Sharing Plan with
Cash or Deferred Arrangement (the Merrill Lynch Prototype Plan). The Merrill Lynch Prototype
Plan received an Opinion Letter from the Internal Revenue Service dated June 4, 2002 stating that
the form of the Plan is acceptable under section 401 of the Internal Revenue Code (IRC) for use
by employers for the benefit of their employees. Although the Plan has been amended since
receiving the opinion letter, the Plan administrator believes that the Plan is designed and is
currently being operated in compliance with the applicable requirements of the IRC.
NOTE 5 RELATED PARTY TRANSACTIONS
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 Stock Fund as an
investment option. The Plan purchased $212,981 and $138,265 of stock during the years ended
December 31, 2006 and 2005, respectively. The Plan sold $57,289 and $112,863 of stock during the
years ended December 31, 2006 and 2005, respectively. Transactions in these investments qualify as
party-in-interest transactions which are exempt from the prohibited transaction rules of ERISA.
NOTE 6 PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the right under the Plan to
discontinue its contributions at any time and to terminate the Plan subject to the provisions of
ERISA. In the event of Plan termination, participants would become 100 percent vested in the profit
sharing contributions.
8
DuPont 401(k) and Profit Sharing Plan
Notes to Financial Statements
NOTE 7 RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits per the financial statements
at December 31, 2006 and 2005 to the Form 5500:
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December 31, |
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2006 |
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2005 |
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Net assets available for benefits per the financial statements |
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$ |
12,082,800 |
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$ |
7,968,320 |
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Adjustment from fair value to
contract value for interest in
common/collective trust
relating to fully
benefit-responsive investment
contracts |
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(47,640 |
) |
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(37,549 |
) |
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Net assets available for benefits per the Form 5500 |
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$ |
12,035,160 |
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$ |
7,930,771 |
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The following is a reconciliation of CCT gain per the financial statements for the year ended
December 31, 2006 to the Form 5500:
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December 31 2006 |
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Net gain from Common/collective trusts included in the financial statements |
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$ |
238,553 |
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2006 adjustment from contract value
to fair value for fully
benefit-responsive investment
contracts |
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(47,640 |
) |
2005 adjustment from contract value
to fair value for fully
benefit-responsive investment
contracts |
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37,549 |
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Net gain fromCommon/collective trusts per the Form 5500 |
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$ |
228,461 |
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NOTE 8 RISKS AND UNCERTAINTIES
The Plan invests in various investment securities. Investment securities are exposed to various
risks such as interest rate, market and credit risks. Due to the level of risk associated with
certain investment securities, it is at least reasonably possible that changes in the values of
investment securities will occur in the near term and that such changes could materially affect
participants account balances and the amounts reported in the statement of net assets available
for benefits.
9
DuPont 401(k) and Profit Sharing Plan
Schedule H, Line 4i Schedule of Assets (Held at End of Year)
December 31, 2006
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(a) |
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(b) |
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(c) |
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(d) |
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(e) |
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Current |
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Identity of Issue |
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Description of Investment |
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Cost |
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Value |
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* |
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Merrill Lynch Small Cap Index CT Tier 2 |
|
Common/Collective Trusts |
|
** |
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$ |
303,387 |
|
* |
|
Merrill Lynch Equity Index TR Tier 6 |
|
Common/Collective Trusts |
|
** |
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|
536,590 |
|
* |
|
Merrill Lynch International Index CT Tier 2 |
|
Common/Collective Trusts |
|
** |
|
|
190,524 |
|
* |
|
Merrill Lynch Retirement Preservation Trust |
|
Common/Collective Trusts |
|
** |
|
|
2,508,300 |
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Total common/collective trust funds |
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3,538,801 |
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AIM Charter Fund Instl CL |
|
Registered Investment Company |
|
** |
|
|
212,656 |
|
* |
|
Blackrock International Value Fund Class I |
|
Registered Investment Company |
|
** |
|
|
386,742 |
|
* |
|
Blackrock Fundamental Growth Fund Class I |
|
Registered Investment Company |
|
** |
|
|
420,255 |
|
* |
|
Blackrock Global Growth Fund Class I |
|
Registered Investment Company |
|
** |
|
|
121,733 |
|
|
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Franklin Growth Fund Adv Class |
|
Registered Investment Company |
|
** |
|
|
277,668 |
|
|
|
Franklin Small-Mid Cap Growth Fund Adv Class |
|
Registered Investment Company |
|
** |
|
|
537,313 |
|
|
|
MFS Total Return Fund |
|
Registered Investment Company |
|
** |
|
|
983,716 |
|
|
|
Templeton Foreign Fund (Adv) |
|
Registered Investment Company |
|
** |
|
|
313,909 |
|
|
|
Templeton Growth Fund |
|
Registered Investment Company |
|
** |
|
|
935,305 |
|
|
|
AIM Constellation Fund Institutional |
|
Registered Investment Company |
|
** |
|
|
173,114 |
|
|
|
Franklin Balance Sheet Investment Fund Adv |
|
Registered Investment Company |
|
** |
|
|
1,641,405 |
|
|
|
MFS Research Fund |
|
Registered Investment Company |
|
** |
|
|
212,782 |
|
* |
|
Blackrock Balanced Capital Fund Class I |
|
Registered Investment Company |
|
** |
|
|
442,133 |
|
* |
|
Blackrock Basic Value Fund Class I |
|
Registered Investment Company |
|
** |
|
|
811,854 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total mutual funds |
|
|
|
|
|
|
7,470,585 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
DuPont Company Stock Fund |
|
Company Stock Fund |
|
** |
|
|
597,110 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Participant
loans |
|
5% to 11.5% Maturing from January 2007 - December 2011 |
|
** |
|
|
177,604 |
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS (Held at End of Year) |
|
|
|
** |
|
$ |
11,784,100 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Party-in-interest
|
** |
|
Cost not required for participant directed investments
|
10
DuPont 401(k) and Profit Sharing Plan
Schedule of Delinquent
Participant Contributions
Form 5500, Schedule H, Part IV, Line I
For the Year Ended December 31, 2006
|
|
|
|
|
Participant Contributions Transferred Late to Plan |
|
Total that Constitute |
|
|
|
Nonexempt Prohibited |
|
|
|
Transactions |
|
|
Participant contributions withheld from the employees
pay in March 2005. Deposited to the trust in November
2006. |
|
$ |
334 |
|
|
|
|
|
Total |
|
$ |
334 |
|
11