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, 2007
OR
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
Commission file number 001-00815
Pioneer Hi-Bred International, Inc. Savings 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 Pioneer Hi-Bred International, Inc. Savings Plan has duly caused this
Annual Report to be signed on its behalf by the undersigned hereunto duly authorized.
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Pioneer Hi-Bred International, Inc. |
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Savings Plan |
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Dated: June 27, 2008 |
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/S/ Jeffery Austin
Jeffery Austin
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Vice President & Chief Financial Officer |
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Pioneer Hi-Bred International, Inc. Savings Plan
Index to Financial Statements and Supplemental Schedule
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Page(s) |
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1 |
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Financial Statements: |
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2 |
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3 |
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4 9 |
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Supplemental Schedule*: |
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10 |
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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 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
Pioneer Hi-Bred International, Inc. Savings 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 Pioneer Hi-Bred International, Inc. Savings Plan
(the Plan) at December 31, 2007 and 2006, 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 27, 2008
Pioneer Hi-Bred International, Inc. Savings Plan
Statements of Net Assets Available for Benefits
December 31, 2007 and 2006
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2007 |
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2006 |
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Assets: |
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Investments, at fair value: |
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Common/collective trust |
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$ |
95,448,779 |
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$ |
36,408,693 |
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Mutual funds |
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417,673,565 |
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432,503,082 |
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Company stock fund |
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7,512,795 |
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7,919,484 |
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Participant loans |
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4,960,071 |
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4,818,531 |
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Total investments |
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525,595,210 |
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481,649,790 |
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Receivables: |
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Employer contribution |
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89 |
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192 |
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Total receivables |
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89 |
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192 |
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Net assets available for benefits, at fair value |
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525,595,299 |
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481,649,982 |
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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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(273,629 |
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350,348 |
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Net assets available for benefits |
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$ |
525,321,670 |
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$ |
482,000,330 |
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The accompanying notes are an integral part of these financial statements.
2
Pioneer Hi-Bred International, Inc. Savings Plan
Statements of Changes in Net Assets Available for Benefits
For the Years Ended December 31, 2007 and 2006
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2007 |
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2006 |
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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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$ |
13,729,394 |
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42,985,504 |
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Interest income |
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362,731 |
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308,521 |
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Dividend income |
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16,085,077 |
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11,707,806 |
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Total investment income |
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30,177,202 |
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55,001,831 |
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Contributions: |
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Participants |
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24,955,035 |
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23,583,069 |
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Employer |
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10,138,709 |
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9,866,676 |
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Rollovers |
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701,061 |
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798,462 |
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Total contributions |
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35,794,805 |
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34,248,207 |
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Total additions |
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65,972,007 |
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89,250,038 |
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Deductions to net assets attributed to: |
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Benefits paid to participants |
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25,389,595 |
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23,246,781 |
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Administrative expenses |
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203,288 |
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202,607 |
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Total deductions |
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25,592,883 |
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23,449,388 |
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Asset transfers |
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2,942,216 |
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Net increase |
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43,321,340 |
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65,800,650 |
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Net assets available for plan benefits: |
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Beginning of year |
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482,000,330 |
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416,199,680 |
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End of year |
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$ |
525,321,670 |
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$ |
482,000,330 |
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The accompanying notes are an integral part of these financial statements.
3
Pioneer Hi-Bred International, Inc. Savings Plan
Notes to Financial Statements
NOTE 1 DESCRIPTION OF PLAN
The following description of the Pioneer Hi-Bred International, Inc. Savings Plan (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 all full-time employees and
all temporary employees of Pioneer Hi-Bred International, Inc. (the Company), a wholly owned
subsidiary of E. I. du Pont de Nemours and Company (DuPont), who have completed at least 1,000
hours of service during a consecutive twelve-month period.
The Plan is administered by the Company. Vanguard Fiduciary Trust Company (VFTC) is the trustee
of the assets of the Plan. As trustee, VFTC has the authority to hold, manage and protect the
assets of the Plan in accordance with the provisions of the Plan and the trust agreements.
Contributions
Participants may contribute 1 percent to 100 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 makes a matching
contribution of 100 percent of the first 4 percent of each participants before-tax contribution.
Contributions to the Plan are subject to certain limits imposed by the Internal Revenue Service
(IRS) and the Plan terms.
Participants direct the investment of their contributions into various investment options offered
by the Plan. The Plan offers eight mutual funds, a common/collective trust fund, a DuPont Company
Stock fund, and four predefined investment mixes as investment options for participants. The
predefined investment mixes represent an investment in five of the investment options in varying
percentages based upon the participants desired risk/return strategy. The four predefined
investment mixes are: (1) Income, (2) Balanced Growth, (3) Growth, and (4) Aggressive Growth.
Participant Accounts
Each participants account is credited with the participants contribution and allocations of (a)
the Companys contribution and (b) Plan earnings, and charged with an allocation of administrative
expenses. Allocations are based on participant earnings or account balances, as defined. The
benefit to which a participant is entitled is the benefit that can be provided from the
participants vested account.
Vesting
Upon entering the Plan, participants are fully vested in their contributions plus earnings thereon.
Effective January, 1 2006, any participant who completes an hour of service is immediately vested
in their Company match.
4
Pioneer Hi-Bred International, Inc. Savings Plan
Notes to Financial Statements
Participant Loans
Subject to the Plans guidelines, participants may borrow from their 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, whichever
is less. The loans are secured by the balance in the participants account and bear interest at
rates that range from 5 percent to 9.25 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.
Payment of Benefits
An in-service withdrawal of all or a portion of a participants account may be made under certain
conditions including election by the participant after attaining age 591/2. Withdrawals of employee
contributions for undue financial hardship are also permitted. Upon termination or retirement a
participant who has attained age 55 may elect to take a partial distribution. Upon termination or
retirement, prior to age 55, death or disability, a participant may elect to receive a lump-sum
distribution equal to the vested value of the participants account.
Forfeited Accounts
Upon the participants termination of employment, any Company matching contributions and the
earnings thereon which are not vested will be forfeited, but will be restored and eligible for
additional vesting if the participant again becomes an eligible employee within five years after
termination and completes the required years of service. Forfeitures, net of amounts restored, are
used to reduce future Company contributions required under the Plan. Forfeitures were not used to
offset Company contributions during the years ended December 31, 2007 and 2006. At December 31,
2007 and 2006, forfeited non-vested accounts totaled $55,903 and $45,585, respectively.
Administrative Expenses
Reasonable expenses of administering the Plan, at the election of the Company, may be paid by the
Plan. Any remaining expenses will generally be paid by the Company, but may be paid by the Plan.
For the years ended December 31, 2007 and 2006, the Plan paid $203,288 and $202,607, respectively,
in administrative expenses of the Plan, including recordkeeping related fees. Brokerage fees,
transfer taxes, investment fees and other expenses incidental to the purchase and sale of
securities and investments are 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.
5
Pioneer Hi-Bred International, Inc. Savings Plan
Notes to Financial Statements
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.
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. The Company stock fund is
valued at 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.
6
Pioneer Hi-Bred International, Inc. Savings Plan
Notes to Financial Statements
Accounting Standards Issued Not Yet Adopted
In September 2006, the Financial Accounting Standards Board (FASB) issued Statement of Financial
Accounting Standards (SFAS) No. 157, Fair Value Measurements, (SFAS 157) which addresses how
companies should measure fair value when required for recognition or disclosure purposes under
GAAP. The standards provisions will be applied to existing accounting measurements and related
disclosures that are based on fair value. SFAS 157 does not require any new fair value
measurements. The standard applies a common definition of fair value to be used throughout GAAP,
with emphasis on fair value as a market-based measurement versus an entity-specific measurement
and establishes a hierarchy of fair value measurement methods. The disclosure requirements are
expanded to include the extent to which companies use fair value measurements, the methods and
assumptions used to measure fair value and the effect of fair value measurements on earnings. SFAS
157 is effective for fiscal years beginning after November 15, 2007. The new standards provisions
applicable to the Plan will be applied to the Plans financial statements prospectively for the
period beginning January 1, 2008. The Plan administrator expects that the adoption of SFAS 157
will not have a material effect on the Plans net assets available for benefits or changes in net
assets available for benefits.
NOTE 3 INVESTMENTS
The following presents investments that represent 5% or more of the Plans net assets:
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2007 |
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2006 |
Vanguard Retirement Savings Trust |
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$ |
35,889,732 |
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$ |
36,759,041 |
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Vanguard 500 Index Fund |
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170,219,125 |
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129,639,380 |
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Vanguard PRIMECAP Fund |
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43,408,862 |
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39,522,740 |
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Vanguard Total Bond Market Index Fund |
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80,549,425 |
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66,689,962 |
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Vanguard Windsor II Fund |
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29,135,796 |
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26,247,749 |
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Vanguard International Growth Fund |
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28,630,112 |
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* |
AllianceBernstein International Style
Blend Collective Trust |
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59,285,418 |
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T. Rowe Price Small-Cap Stock Fund |
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58,221,968 |
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67,558,459 |
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T. Rowe Price Foreign Equity Fund |
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* |
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55,435,519 |
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Investment was not offered as an investment option in respective year. |
During 2007 and 2006, the Plans investments (including gains and losses on investments bought,
sold, as well as held during the year) appreciated/(depreciated) in value as follows:
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2007 |
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2006 |
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Common/collective trust funds |
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$ |
5,214,436 |
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$ |
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Mutual funds |
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$ |
9,263,514 |
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$ |
41,913,615 |
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Company stock fund |
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(748,556 |
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1,071,889 |
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Net appreciation in fair market value |
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$ |
13,729,394 |
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$ |
42,985,504 |
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7
Pioneer Hi-Bred International, Inc. Savings Plan
Notes to Financial Statements
NOTE 4 ASSET TRANSFER
Net asset transfers to the Plan for the year ended December 31, 2007 of $2,942,216 represents
participant investment account balances attributable to employees transferred from the Savings and
Investment Plan of E. I. du Pont de Nemours and Company.
NOTE 5 TAX STATUS
The Internal Revenue Service determined and informed the Company by letter dated April 7, 2003,
covering amendments through December 17, 2001, that the Plan was qualified under Internal Revenue
Code (IRC) Section 401(a). Although the Plan has been amended since receiving the determination
letter, the Plan Administrator believes the Plan is designed and is currently being operated in
compliance with the applicable requirements of the IRC.
NOTE 6 RELATED PARTY TRANSACTIONS
The Plan invests in shares of mutual funds managed by an affiliate of VFTC. VFTC acts as trustee
for investments as defined by the Plan. The Plan offers the DuPont Company Stock Fund investment
option. DuPont, as the parent of the Company, is a related party to the Plan. At December 31,
2007 the Plan held 170,396.810 shares of DuPont common stock valued at $7,512,795. At December 31,
2006 the Plan held 162,584.370 shares of DuPont common stock valued at $7,919,484. The Plan
purchased $654,476 and $1,546,259 of stock during the years ended December 31, 2007 and 2006,
respectively. The Plan sold $553,078 and $2,665,758 of stock during the years ended December 31,
2007 and 2006, respectively.
NOTE 7 RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits per the financial statements
at December 31, 2007 and 2006 to the Form 5500:
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December 31, |
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2007 |
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2006 |
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Net assets available for benefits per the
financial statements |
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$ |
525,321,670 |
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$ |
482,000,330 |
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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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273,629 |
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(350,348 |
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Net assets available for benefits per the
Form 5500 |
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$ |
525,595,299 |
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$ |
481,649,982 |
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8
Pioneer Hi-Bred International, Inc. Savings Plan
Notes to Financial Statements
The following is a reconciliation of CCT gain per the financial statements for the year ended
December 31, 2007 to the Form 5500:
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2007 |
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Net gain from Common/collective trusts included in the
financial statements |
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$ |
6,729,206 |
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2007 adjustment from
contract value to fair value
for fully benefit-responsive
investment contracts |
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273,629 |
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2006 adjustment from
contract value to fair value
for fully benefit-responsive
investment contracts |
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350,348 |
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Net gain from Common/collective trusts per the Form 5500 |
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$ |
7,353,183 |
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NOTE 8 PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the right under the Plan to
discontinue its contributions at any time and to terminate the Plan, subject to the provisions of
ERISA. In the event of Plan termination, participants will become 100 percent vested in their
accounts.
NOTE 9 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
Pioneer Hi-Bred International, Inc. Savings Plan
Schedule of Assets (Held at End of Year) as of December 31, 2007
Attachment to Form 5500, Schedule H, Part IV, line i
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(b) |
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(c) |
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(d) |
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(e) |
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(a) |
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Identity of Issue |
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Investment Type |
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Cost |
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Current Value |
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T. Rowe Price Small-Cap Stock Fund |
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Registered Investment Company |
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** |
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$ |
58,221,968 |
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* |
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Vanguard Extended Market Index Fund Investor Shares |
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Registered Investment Company |
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** |
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7,508,277 |
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* |
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Vanguard 500 Index Fund |
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Registered Investment Company |
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** |
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170,219,125 |
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* |
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Vanguard International Growth Fund |
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Registered Investment Company |
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** |
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28,630,112 |
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* |
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Vanguard PRIMECAP Fund |
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Registered Investment Company |
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** |
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43,408,862 |
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* |
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Vanguard Total Bond Market Index Fund |
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Registered Investment Company |
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** |
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80,549,425 |
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* |
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Vanguard Windsor II Fund |
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Registered Investment Company |
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** |
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29,135,796 |
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Total Registered Investment Company |
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417,673,565 |
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|
|
|
|
|
|
|
|
|
|
AllianceBernstein International Style Blend Collective Trust |
|
Common/Collective Trust |
|
** |
|
|
59,285,418 |
|
* |
|
Vanguard Retirement Savings Trust |
|
Common/Collective Trust |
|
** |
|
|
36,163,361 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Common/Collective Trust |
|
|
|
|
|
|
95,448,779 |
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
DuPont Company Stock Fund |
|
Company Stock Fund |
|
** |
|
|
7,512,795 |
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Participant loans |
|
Interest Rate 5%-9.25%
Maturing from
January 2008 December 2011 |
|
** |
|
|
4,960,071 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets (held at end of year) |
|
|
|
|
|
$ |
525,595,210 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Party in interest |
|
** |
|
Cost not required for participant directed investments |
10