-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, H6NgzCbfYMDB97wMMdshtXjPAl5By6olq4SYHJzKljaKDVVFgeg+QmAU2hSXU+2g xziGOEgOej3Ph09zo9TIkg== 0001193125-06-138609.txt : 20060629 0001193125-06-138609.hdr.sgml : 20060629 20060629060712 ACCESSION NUMBER: 0001193125-06-138609 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051231 FILED AS OF DATE: 20060629 DATE AS OF CHANGE: 20060629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DUPONT E I DE NEMOURS & CO CENTRAL INDEX KEY: 0000030554 STANDARD INDUSTRIAL CLASSIFICATION: PLASTIC MAIL, SYNTH RESIN/RUBBER, CELLULOS (NO GLASS) [2820] IRS NUMBER: 510014090 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-00815 FILM NUMBER: 06931562 BUSINESS ADDRESS: STREET 1: 1007 MARKET ST CITY: WILMINGTON STATE: DE ZIP: 19898 BUSINESS PHONE: 3027741000 MAIL ADDRESS: STREET 1: 1007 MARKET ST CITY: WILMINGTON STATE: DE ZIP: 19898 11-K 1 d11k.htm FORM 11-K Form 11-K
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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 


FORM 11-K

 


ANNUAL REPORT

PURSUANT TO SECTION 15(D) OF THE

SECURITIES AND EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005

 


DUPONT POWDER COATINGS USA, INC. PROFIT SHARING PLAN

(FULL TITLE OF THE PLAN)

 


E. I. DU PONT DE NEMOURS AND COMPANY

1007 MARKET STREET WILMINGTON,

DELAWARE 19898

(NAME AND ADDRESS OF PRINCIPAL EXECUTIVE OFFICE OF ISSUER)

 



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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 the Annual Report to be signed by the undersigned hereunto duly authorized.

 

DuPont Powder Coatings USA, Inc.
Profit Sharing Plan
Dated: June 28, 2006
By:  

/s/ William Rising

  William Rising
  Vice President, Finance


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DuPont Powder Coatings USA, Inc. Profit Sharing Plan

Index to Financial Statements and Supplemental Schedule

 

     Page(s)

Report of Independent Registered Public Accounting Firm

   1

Financial Statements:

  

Statements of Net Assets Available for Benefits at December 31, 2005 and 2004

   2

Statements of Changes in Net Assets Available for Benefits for the Years Ended December 31, 2005 and 2004

   3

Notes to Financial Statements

   4-8

Supplemental Schedule*:

  

Schedule of Assets (Held at End of Year)

   9

* Other supplemental schedules required by Section 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable.


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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, 2005 and 2004, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with 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 Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. This 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 28, 2006


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DuPont Powder Coatings USA, Inc. Profit Sharing Plan

Statements of Net Assets Available for Benefits

December 31, 2005 and 2004

 

     2005    2004

Assets:

     

Investments:

     

Money market

   $ 1,163,365    $ 1,913,013

Company stock fund

     429,311      445,913

Mutual funds

     7,530,577      4,154,082

Common/collective trust funds

     20,437,159      21,421,301

Participant loans

     1,879,867      1,717,768
             

Total investments

     31,440,279      29,652,077
             

Receivables:

     

Participants’ contributions

     5,756      5,394

Employer’s contributions

     687,867      795,861

Dividends and interest

     2,662      2,298

Loan interest

     —        1,152
             

Total receivables

     696,285      804,705
             

Cash

     1,346      1,309
             

Net assets available for benefits

   $ 32,137,910    $ 30,458,091
             

The accompanying notes are an integral part of these financial statements.

 

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DuPont Powder Coatings USA, Inc. Profit Sharing Plan

Statements of Changes in Net Assets Available for Benefits

December 31, 2005 and 2004

 

     2005    2004

Additions:

     

Investment income:

     

Net appreciation in fair value of investments

   $ 1,046,514    $ 2,347,085

Interest income

     88,581      94,117

Dividend income

     410,275      140,693
             
     1,545,370      2,581,895
             

Contributions:

     

Participant

     1,248,875      1,097,654

Employer

     1,233,376      1,335,609
             

Total contributions

     2,482,251      2,433,263
             

Total additions

     4,027,621      5,015,158
             

Deductions:

     

Benefits paid to participants

     2,267,598      2,520,765

Administrative expenses

     80,204      62,985
             

Total deductions

     2,347,802      2,583,750
             

Net increase

     1,679,819      2,431,408
             

Net assets available for benefits:

     

Beginning of year

     30,458,091      28,026,683
             

End of year

   $ 32,137,910    $ 30,458,091
             

The accompanying notes are an integral part of these financial statements.

 

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DuPont Powder Coatings USA, Inc. Profit Sharing Plan

Notes to Financial Statements

 

1. Description of the Plan

The following description of the DuPont Powder Coatings USA, Inc. Profit Sharing Plan (the “Plan”) is provided for general information purposes only. Participants should refer to the plan document for a more complete description of the Plan’s provisions.

General

The Plan is a defined contribution plan covering eligible employees, as defined in the Plan, of DuPont Powder Coatings USA, Inc. (the “Employer” or the “Company”). It is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).

The designated trustee of the Plan is Merrill Lynch Trust, FSB (“Merrill Lynch”).

Eligibility

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 employee’s participation in the Plan or an employee whose services are leased from another company.

For purposes of 401(k) deferral 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.

Contributions

Contributions may consist of employee and employer contributions. The Plan may establish and change from time to time, in writing, without the necessity of amending the Plan, the minimum, if applicable, and maximum 401(k) deferral contribution percentages, prospectively or retrospectively (for the current Plan year), for all participants. Employees electing to participate in the Plan may contribute up to 15 percent of their qualifying annual compensation, as defined.

Employer contributions consist of Company Matching contributions, Compliance contributions and Profit Sharing contributions, subject to limitations as defined in the Plan. The Company contributes the greater of the following: (a) 10 percent of the Company’s net profit for the Plan year, or (b) a Compliance contribution amount equal to 3 percent of total participants’ eligible compensation for all active employees who are participating in the Plan plus the employer Matching contributions equal to 100 percent of each participant’s effective contributions subject to a maximum of 3 percent of each participant’s eligible compensation.

Upon enrollment in the Plan, a participant may direct employee contributions to the investment options available. Participants may allocate employee contributions among these investment options in multiples of 1 percent. A participant may change his or her deferral contribution election four times a year.

Prior to June 1, 2004, all employer contributions were invested in the Barclay’s Global Investors S&P 500 Stock Fund (“S&P 500 Stock Fund”). On June 1, 2004, the S&P 500 Stock Fund assets were liquidated, and all assets were transferred to the Merrill Lynch Equity Index Trust. All subsequent employer

 

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DuPont Powder Coatings USA, Inc. Profit Sharing Plan

Notes to Financial Statements

contributions are invested in the Merrill Lynch Equity Index Trust. Effective January 1, 2005, employer contributions are no longer required to be invested in this fund and participants are allowed to transfer these assets out of the Merrill Lynch Equity Index Trust and into any other plan investment option.

Participant Accounts

Each participant’s account is credited with the participant’s contribution and allocations of (a) the Company’s contribution and (b) Plan earnings, and charged with an allocation of administrative expenses. Allocations are based on the ratio of the balance of that participant’s investment option account to the sum of the balances of all participants’ investment option accounts. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

Vesting

Participants have a fully and immediately vested interest in the portion of their accounts contributed by them, the Company’s Compliance Contribution and in the earnings on such contributions. A participant’s vested interest in the Company Matching and Profit Sharing contributions and the related earnings are determined using the following table:

 

Years of Service         Vested Percent
1 - 2    20%
2 - 3    40%
3 - 4    60%
4 - 5    80%
5 or more    100%

One full year of service is defined as a twelve-month period of employment. A participant also becomes 100 percent vested upon normal retirement, death and termination of employment due to disability.

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, 2005 and 2004, forfeited nonvested accounts totaled $405,475 and $439,153, respectively. Forfeited accounts were used to reduce administrative expenses of the Plan by $63,127 and $0 for the years ended December 31, 2005 and 2004, respectively.

Participant Loans

Participants may borrow from their vested fund 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 participant’s 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 12 months and a maximum term of 60 months, except for qualified residential loans, which have a maximum term of 120 months. At December 31, 2005, the rates range from 5 percent to 10.5 percent. Principal and interest is paid ratably through payroll deductions.

Payment of Benefits

In the case of normal retirement, retirement due to permanent disability or termination of employment, participants may elect to receive the value of their vested balances, in accordance with the provisions of the

 

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DuPont Powder Coatings USA, Inc. Profit Sharing Plan

Notes to Financial Statements

Plan, in a lump-sum distribution, partial distribution, or installments payments. In the event that a participant dies before retirement, the beneficiary will receive the value of the participant’s vested account balance in a lump-sum distribution, partial distribution, or installments payments.

Withdrawals

A withdrawal of all or a portion of a participant’s account may be made under certain conditions including election by the participant after attaining age 59 1/2, separation from service, death or disability, or plan termination. Withdrawals of employee contributions for undue financial hardship are also permitted. Withdrawals are subject to federal income taxes.

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, 2005 and 2004, the Plan paid $80,204 and $62,985, respectively, in administrative expenses, including audit and other 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.

 

2. Significant Accounting Policies

Basis of Accounting

The financial statements have been prepared on the accrual basis of accounting.

Investment Valuation and Income Recognition

The investments of the Plan are 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 common and collective trust funds are valued at net unit value as determined by the trustee at year-end. The Company stock fund is valued at its year-end unit closing price (defined as the year-end market price of common stock plus the uninvested cash position). Participant loans are valued at cost, which approximates fair value.

Dividend income is recorded on the ex-dividend date and interest income is recorded on the accrual basis. Realized gains and losses on the sale of the DuPont Company Stock Fund securities are based on average cost of the securities sold. Purchases and sales of investments are recorded on a trade-date basis. Capital gain distributions are included in dividend income.

Payment of Benefits

Benefits are recorded when paid.

Use of Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires the Plan’s management to make estimates and assumptions that affect the reported amount of assets and liabilities and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.

 

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DuPont Powder Coatings USA, Inc. Profit Sharing Plan

Notes to Financial Statements

 

3. Investments

Investments that represent 5% or more of the net assets available for benefits as of December 31, 2005 and 2004 were as follows:

 

     2005    2004

Merrill Lynch Equity Index Trust Tier 6

   $ 18,470,380    $ 19,439,341

American Amcap Fund

     1,865,230      —  

Merrill Lynch Retirement Preservation Trust

     —        1,558,286

Merrill Lynch Retirement Reserves Fund

     —        1,913,013

MFS Capital Opportunities Fund Class A

     —        1,555,094

Participant Loans

     1,879,867      1,717,768

During the years ended December 31, 2005 and 2004, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated (depreciated) in value as follows:

 

     2005     2004

Company stock fund

   $ (63,801 )   $ 32,456

Mutual funds

     199,794       348,345

Common/collective trust funds

     910,521       1,966,284
              

Net appreciation

   $ 1,046,514     $ 2,347,085
              

 

4. Non-Participant-Directed Investments

Information about the net assets and significant components of the changes in net assets relating to the Merrill Lynch Equity Index Trust (both participant directed and non-participant directed investments) is as follows:

 

    

December 31,

2004

 

Net assets:

  

Merrill Lynch Equity Index Trust

   $ 19,439,341  
        
    

For Plan Year Ended

December 31,

2004

 

Contributions

   $ 1,876,095  

Dividends and interest

     59,821  

Net appreciation

     1,898,424  

Benefit payments

     (1,477,385 )

Net loan activity

     (187,286 )

Administrative expenses

     (13,140 )

Transfer to participant-directed investments

     (899,975 )

Other

     10,926  
        

Changes in net assets

   $ 1,267,480  
        

Effective January 1, 2005, all Plan assets are fully participant directed investments.

 

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DuPont Powder Coatings USA, Inc. Profit Sharing Plan

Notes to Financial Statements

 

5. 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.

 

6. 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 investment option. The plan purchased $182,064 and $139,420 of stock during the years ended December 31, 2005 and 2004, respectively. The plan sold $198,666 and $28,316 of stock during the years ended December 31, 2005 and 2004, respectively. Transactions in these investments qualify as party-in-interest transactions, which are exempt from the prohibited transaction rules of ERISA.

 

7. 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.

 

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.

 

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DuPont Powder Coatings USA, Inc. Profit Sharing Plan

Schedule H, Line 4i – Schedule of Assets (Held at End of Year)

December 31, 2005

 

(a)

  

(b)

Identity of Issue

  

(c)

Description of Investment

  

(d)

Current Value

*

   Merrill Lynch Equity Index Trust Tier 6    Common/Collective Trusts    $ 18,470,380

*

   Merrill Lynch International Index Trust    Common/Collective Trusts      532,392

*

   Merrill Lynch Retirement Reserves Fund    Common/Collective Trusts      1,163,365

*

   Merrill Lynch Retirement Preservation Trust    Common/Collective Trusts      1,434,387
            
  

Total common/collective trust

        21,600,524
   Thornburg International Value Fund    Registered Investment Company      606,282
   The Oakmark Equity & Income Fund    Registered Investment Company      1,489,070
   American Century Small Company Fund    Registered Investment Company      417,612
   American Amcap Fund    Registered Investment Company      1,865,230
   CRM Midcap Value Fund    Registered Investment Company      817,945
   Pimco Total Return Fund    Registered Investment Company      1,407,146
   Lazard International Smallcap Portfolio    Registered Investment Company      103,772
   Van Kampen Comstock Fund    Registered Investment Company      823,520
            
  

Total mutual funds

        7,530,577

*

   DuPont Company Stock Fund    Company Stock Fund      429,311
            

*

   Participant loans   

5% to 10.50%

Maturing from January 2006 - January 2011

     1,879,867
            
   Total Assets       $ 31,440,279
            

* Party-in-interest

 

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EX-23 2 dex23.htm CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Consent of Independent Registered Public Accounting Firm

Exhibit 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-105228) of E. I. du Pont de Nemours and Company of our report dated June 28, 2006 relating to the financial statements of DuPont Powder Coatings USA, Inc. Profit Sharing Plan, which appears in this Form 11-K.

/s/    PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

June 28, 2006

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