e11vk
United States Securities and Exchange Commission
Washington, DC
20549
FORM 11-K
(Mark One)
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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 Powder Coatings USA, Inc.
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, the Administrative
Committee formed under the DuPont Powder Coatings USA, Inc. Profit Sharing Plan has duly caused
this Annual Report to be signed on its behalf by the undersigned hereunto duly authorized.
DuPont Powder Coatings USA, Inc.
Profit Sharing Plan
Dated: June 28, 2007
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By:
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/s/ William Rising |
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William Rising
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Vice President, Finance |
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DuPont
Powder Coatings USA, Inc. Profit Sharing Plan
Index to Financial Statements and Supplemental Schedule
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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 Powder Coatings USA, Inc. 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 Powder Coatings USA, Inc. 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) 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 Labors Rules and Regulations for Reporting
and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental
schedule is the responsibility of the Plans 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.
/S/ PRICEWATERHOUSECOOPERS LLP
Philadelphia, Pennsylvania
June 25, 2007
DuPont
Powder Coatings USA, Inc. 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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$ |
24,793,279 |
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$ |
21,575,337 |
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Mutual funds |
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9,196,779 |
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7,530,577 |
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Company stock fund |
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478,881 |
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429,311 |
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Participant loans |
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1,928,397 |
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1,879,867 |
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Total investments |
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36,397,336 |
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31,415,092 |
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Receivables: |
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Participant contributions |
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5,756 |
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Employer contributions |
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786,089 |
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687,867 |
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Dividends and interest |
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2,951 |
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2,662 |
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Total receivables |
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789,040 |
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696,285 |
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Cash |
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1,332 |
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1,346 |
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Total Assets |
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37,187,708 |
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32,112,723 |
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Liabilities: |
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Payables |
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61,938 |
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Net assets available for
benefits, at fair value |
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37,125,770 |
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32,112,723 |
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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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32,572 |
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25,187 |
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Net assets available for benefits |
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$ |
37,158,342 |
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$ |
32,137,910 |
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The accompanying notes are an integral part of these financial statements.
2
DuPont
Powder Coatings USA, Inc. 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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$ |
3,504,880 |
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$ |
1,046,514 |
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Interest income |
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107,677 |
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88,581 |
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Dividend income |
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635,483 |
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410,275 |
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Total investment
income |
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4,248,040 |
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1,545,370 |
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Contributions: |
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Participant |
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1,158,550 |
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1,248,875 |
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Employer |
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1,378,732 |
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1,233,376 |
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Total contributions |
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2,537,282 |
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2,482,251 |
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Total additions |
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6,785,322 |
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4,027,621 |
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Deductions to net assets attributed
to: |
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Benefits paid to
participants |
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1,698,867 |
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2,267,598 |
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Administrative expenses |
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66,023 |
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80,204 |
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Total deductions |
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1,764,890 |
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2,347,802 |
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Net increase |
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5,020,432 |
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1,679,819 |
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Net assets available for benefits: |
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Beginning of year |
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32,137,910 |
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30,458,091 |
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End of year |
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$ |
37,158,342 |
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$ |
32,137,910 |
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The accompanying notes are an integral part of these financial statements.
3
DuPont
Powder Coatings USA, Inc. Profit Sharing Plan
Notes to Financial Statements
NOTE 1 DESCRIPTION OF THE PLAN
The following description of the DuPont Powder Coatings USA, Inc. 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 is available to eligible employees of DuPont
Powder Coatings USA, Inc. (the Employer or Company), a wholly owned subsidiary of E. I. du Pont
de Nemours and Company (DuPont).
All employees of the Employer 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.
For purposes of employee contributions and compliance contributions, participation begins the first
day of the next payroll period after the date an employee completes one hour of service. For
purposes of Company match and Company profit sharing contributions, participation begins on the
first day of the next payroll period after the date an employee completes a 12 month eligibility
period in which the employee is credited with at least 1,000 hours of service during that period.
Each participant who was an eligible employee at any time during the period, even if such employee
did not work 1,000 hours, will receive the compliance contribution.
The designated trustee of the Plan is Merrill Lynch Trust, FSB (Merrill Lynch).
Contributions
Each year, participants may contribute between 1 percent and 15 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. A participant may change their deferral contribution
election four times a year. Participants may also contribute amounts representing distributions
from other qualified defined benefit or defined contribution plans. The Company contributions
consist of (a) compliance contributions equal to 3 percent of eligible compensation, (b) matching
contributions equal to 100 percent of the first 3 percent of eligible earnings that a participant
contributes, and (c) profit sharing contributions equal to 10 percent of the Companys net profit
for the Plan year less compliance and matching contributions made for the year. Contributions to
the Plan are subject to certain limitations.
Participants direct the investment of their contributions into various investment options offered
by the Plan. The Plan currently offers eight mutual funds, four common/collective trust funds and
a company stock fund as investment options for participants.
4
DuPont
Powder Coatings USA, Inc. Profit Sharing Plan
Notes to Financial Statements
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 the portion of their accounts contributed by them, the
Companys compliance contribution and in the earnings on such contributions. A participants
vested interest in the Companys matching and 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 |
1 - 2 |
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20 |
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2 - 3 |
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40 |
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3 - 4 |
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60 |
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4 - 5 |
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80 |
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5 or more |
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100 |
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One full year of service is defined as a twelve-month period of employment. A participant
also becomes 100 percent vested upon normal retirement age (age 591/2), death, and termination of
employment due to disability.
Participant
Loans
Participants may borrow from their vested accounts a minimum of $1,000 up to a maximum equal to the
lesser of $50,000 or 50 percent of their vested account balance. The loans are secured by the
balance in the participants account and bear interest at rates commensurate with local prevailing
rates as determined by the Plan administrator. The loans are executed by promissory notes and have
a minimum term of 1 year and a maximum term of 5 years, except for loans made to purchase a primary
residence, which have a maximum term of 10 years. At December 31, 2006, the rates ranged from 5
percent to 10.5 percent. Principal and interest is paid ratably through payroll deductions.
Payment
of Benefits
On termination of services due to death, disability or retirement, participants may elect to
receive the value of their vested balances, in accordance with the provisions of the Plan, in a
lump-sum distribution, partial distribution, or installments payments. In-service withdrawals may
be made under certain conditions as permitted by the Plan.
5
DuPont
Powder Coatings USA, Inc. Profit Sharing Plan
Notes to Financial
Statements
Forfeited Accounts
Forfeitures of the Company matching and profit sharing contributions may occur if a participant
terminates or withdraws his or her contributions prior to the full vesting period. These
forfeitures may be used to restore accounts, as defined in the Plan, to pay administrative expenses
or may decrease the amount of profit sharing contributions. At December 31, 2006 and 2005,
forfeited nonvested accounts totaled $452,971 and $405,475, respectively. Forfeited accounts were
used to reduce administrative expenses of the Plan by $49,560 and $63,127 for the years ended
December 31, 2006 and 2005, respectively.
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 $66,023 and $80,204,
respectively, in administrative expenses, including audit and various recordkeeping fees. 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.
NOTE 2 SUMMARY OF ACCOUNTING POLICIES
Basis of Accounting
The financial statements have been prepared on the accrual basis 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.
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.
6
DuPont Powder Coatings USA, Inc. Profit Sharing Plan
Notes to Financial Statements
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
valued 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. Realized gains and losses
on the sale of the DuPont Company Stock Fund securities are based on average cost of the securities
sold. 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 net
assets available for benefits as of December 31, 2006 and 2005.
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2006 |
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2005 |
Merrill Lynch Equity Index Trust Tier 6 |
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$ |
21,090,708 |
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$ |
18,470,380 |
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American Amcap Fund |
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2,096,159 |
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1,865,230 |
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The Oakman Equity & Income Fund |
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2,204,122 |
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1,489,070 |
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Participant Loans |
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1,928,397 |
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1,879,867 |
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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 as follows:
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2006 |
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2005 |
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Common/collective trust funds |
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$ |
3,042,117 |
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$ |
910,521 |
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Mutual funds |
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400,270 |
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199,794 |
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Company stock fund |
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62,493 |
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(63,801 |
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Net appreciation |
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$ |
3,504,880 |
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$ |
1,046,514 |
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7
DuPont Powder Coatings USA, Inc. Profit Sharing Plan
Notes to Financial Statements
NOTE 4 TAX STATUS
The Plan is a qualified plan pursuant to Section 401(a) of the Internal Revenue Code (the IRC)
and the related trust is exempt from federal taxation under Section 501(a) of the Code. A
favorable tax determination letter from the Internal Revenue Service dated July 16, 2003 covering
the Plan and amendments through February 25, 2002 has been received by the Plan. The Plan has been
amended since receiving the determination letter. However, the Plan administrator believes that
the Plan is currently designed and operated in accordance with the applicable requirements of the
IRC. Accordingly, no provision has been made for federal income taxes in the accompanying
financial statements.
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 Company Stock Fund
as an investment option. The Plan held 9,831.2697 and 10,101.4361 shares of E. I. du Pont de
Nemours common stock as of December 31, 2006 and December 31, 2005, respectively. The Plan
purchased $115,303 and $182,400 of stock during the years ended December 31, 2006 and 2005,
respectively. The Plan sold $128,226 and $198,666 of stock during the years ended December 31,
2006 and 2005, respectively. Transactions in these investments qualify as party-in-interest
transactions, which are exempt from the prohibited transaction rules of ERISA.
NOTE 6 PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the right under the Plan to
discontinue its contributions at any time and to terminate the Plan subject to the provisions of
ERISA. In the event of Plan termination, participants would become 100 percent vested in the
Company matching and profit sharing contributions.
NOTE 7 RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits per the financial statements
at December 31, 2006 and 2005 to the Form 5500:
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December 31, |
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2006 |
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2005 |
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Net assets available for benefits per the financial statements |
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$ |
37,158,342 |
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$ |
32,137,910 |
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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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(32,572 |
) |
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(25,187 |
) |
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Net assets available for benefits per the Form 5500 |
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$ |
37,125,770 |
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$ |
32,112,723 |
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8
DuPont Powder Coatings USA, Inc. Profit Sharing Plan
Notes to Financial Statements
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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$ |
3,167,522 |
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2006 adjustment from contract value to fair value for
fully benefit-responsive investment contracts |
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(32,572 |
) |
2005 adjustment from contract value to fair value for
fully benefit-responsive investment contracts |
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25,187 |
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Net gain from Common/collective trusts per the Form 5500 |
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$ |
3,160,137 |
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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
Powder Coatings USA, Inc. 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 Equity Index Trust Tier 6
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Common/Collective Trusts
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**
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$ |
21,090,708 |
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*
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Merrill Lynch International Index Trust
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|
Common/Collective Trusts
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|
**
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719,818 |
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*
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Merrill Lynch Retirement Reserves Fund
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|
Common/Collective Trusts
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|
**
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1,267,799 |
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*
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Merrill Lynch Retirement Preservation Trust
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|
Common/Collective Trusts
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|
**
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|
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1,714,954 |
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Total common/collective trust
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24,793,279 |
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Thornburg International Value Fund
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|
Registered Investment Company
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|
**
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|
825,813 |
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The Oakmark Equity & Income Fund
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Registered Investment Company
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|
**
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2,204,122 |
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American Century Small Company Fund
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|
Registered Investment Company
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**
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392,080 |
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American Amcap Fund
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|
Registered Investment Company
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|
**
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2,096,159 |
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CRM Midcap Value Fund
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|
Registered Investment Company
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|
**
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|
|
890,758 |
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Pimco Total Return Fund
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|
Registered Investment Company
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|
**
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|
|
1,478,928 |
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|
|
Lazard International Smallcap Portfolio
|
|
Registered Investment Company
|
|
**
|
|
|
297,643 |
|
|
|
Van Kampen Comstock Fund
|
|
Registered Investment Company
|
|
**
|
|
|
1,011,276 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total mutual funds
|
|
|
|
|
|
|
9,196,779 |
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
DuPont Company Stock Fund
|
|
Company Stock Fund
|
|
**
|
|
|
478,881 |
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Participant loans
|
|
5% to 10.50%
Maturing from January 2007 - December 2011
|
|
**
|
|
|
1,928,397 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
|
|
**
|
|
$ |
36,397,336 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Party-in-interest |
|
** |
|
Cost not required for participant directed investments |
10