401(k) - 12.31.2011 11-K
Table of Contents

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
FORM 11-K
 
(Mark One)
 
x
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended December 31, 2011
 
OR
o
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 
Commission file number 1-815
 
DUPONT 401(k) AND PROFIT SHARING PLAN
(Full title of plan)
 
E. I. DU PONT DE NEMOURS AND COMPANY
 
1007 Market Street
Wilmington, Delaware 19898
(Name of issuer of the securities held pursuant to the Plan
and the address of its principal executive office)

 
 



Table of Contents

DUPONT 401(k) AND PROFIT SHARING PLAN

TABLE OF CONTENTS

 
Page
 
 
 
 
FINANCIAL STATEMENTS:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
______________________________________
* All other 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.


Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
To the Participants and Administrator of
DuPont 401(k) and Profit Sharing Plan

In our opinion, the accompanying statements of net assets available for benefits and the related statement of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of DuPont 401(k) and Profit Sharing Plan (the “Plan”) at December 31, 2011 and 2010, and the changes in net assets available for benefits for the year ended December 31, 2011 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) and Schedule of Delinquent Participant Contributions are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan's management. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole.


/s/ PricewaterhouseCoopers LLP
 
Philadelphia, Pennsylvania
June 26, 2012


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Table of Contents


DUPONT 401(k) AND PROFIT SHARING PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2011 AND 2010
 
 
 
2011
 
2010
Assets:
 

 
 

Investments at fair value:
 

 
 

Plan interest in DuPont and Related Companies Defined Contribution Plan Master Trust
$
29,005,552

 
$
29,164,111

Participant-directed brokerage account
120,721

 
74,906

Company stock
1,232,640

 
1,448,000

Total investments
30,358,913

 
30,687,017

 
 
 
 
Receivables:
 

 
 

Participants’ contributions
35,736

 
34,118

Employer’s contributions
395,271

 
349,997

Accrued dividends and interest
1,511

 
1,508

Notes receivable from participants
1,252,117

 
1,115,550

Total receivables
1,684,635

 
1,501,173

 
 
 
 
Cash
208,423

 
1,050

Total assets
32,251,971

 
32,189,240

 
 
 
 
Liabilities:
 

 
 

Accounts payable

 
22,815

 
 
 
 
Net assets available for benefits, at fair value
32,251,971

 
32,166,425

Adjustment from fair value to contract value for fully benefit-responsive investment contracts
(893,580
)
 
(817,214
)
Net assets available for benefits
$
31,358,391

 
$
31,349,211

 
See Notes to the Financial Statements beginning on page 4.




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Table of Contents

DUPONT 401(k) AND PROFIT SHARING PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2011
 
 
2011
Additions:
 

Investment income:
 

Dividend income
$
52,719

Total investment income
52,719

 
 

Contributions:
 

Participants' contributions
2,005,531

Employer's contributions
1,449,694

Rollovers
15,232

Total contributions
3,470,457

 
 

Interest from notes receivable from participants
45,391

 
 
Total additions
3,568,567

 
 

Deductions:
 

Net investment loss from interest in DuPont and Related Companies Defined Contribution Plan Master Trust
238,421

Net depreciation in fair value on other investments
160,158

Benefits paid to participants
3,112,621

Administrative expenses
47,738

Total deductions
3,558,938

 
 

Asset transfers out
(449
)
 
 

Net increase
9,180

 
 

Net assets available for benefits:
 

Beginning of year
31,349,211

End of year
$
31,358,391

 
See Notes to the Financial Statements beginning on page 4.


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Table of Contents

DUPONT 401(k) AND PROFIT SHARING PLAN

NOTES TO THE FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2011 AND 2010, AND FOR THE YEAR ENDED DECEMBER 31, 2011


NOTE 1 — DESCRIPTION OF THE PLAN
 
The following description of the DuPont 401(k) and Profit Sharing Plan (the "Plan") is provided for general 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 subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"), as amended. The Plan is sponsored by E. I. du Pont de Nemours and Company ("Plan Sponsor"). Eligible employees of the Plan Sponsor's subsidiaries or general partnerships, which have adopted the Plan with the Plan Sponsor's approval, are eligible to participate in the Plan.

As of December 31, 2011, DuPont Liqui-box Corporation, Building Media, Inc., DuPont Danisco Cellulosic Ethanol LLC ("DuPont Danisco"), Inpaco Corporation and Coastal Training Technologies Corp. (collectively the "Company" or the "Employer") participated in the Plan.

Effective January 1, 2012, employees of the following companies adopted and became part of the Plan; (1) Doebler's Pennsylvania Hybrids, Inc.; (2) Terral Seed, Inc.; (3) Hoegemeyer Hybrids, Inc.; (4) AgVenture Inc.; (5) NuTech Seed LLC; and (6) Seed Consultants Inc. ("ProAccess Companies"). Effective in 2012, employees of DuPont Liqui-box Corporation and Inpaco Corporation no longer participate in the Plan. See Note 3 for further information.

Administration
The Plan Administrator is the Benefit Plan Administrative Committee, whose members are appointed by the Company. The Savings Plan Investment Committee, whose members are also appointed by the Company, has responsibility for selecting and overseeing the plan investments. The Company holds authority to appoint trustees and has designated Bank of America, N.A. ("Bank of America") and Northern Trust Corporation ("Northern Trust") as trustees for the Plan. Bank of America is the trustee for the balances in company stocks and the participant-directed brokerage account and also provides recordkeeping and participant services. The Plan entered into a Master Trust Agreement with Northern Trust to establish the DuPont and Related Companies Defined Contribution Plan Master Trust (the "Master Trust"). See Note 5 for further information.
 
Participation
All employees of a subsidiary of the Company, which has adopted the Plan with the approval of the Company, are eligible to participate except any employee whose compensation and conditions of employment are covered by a collective bargaining agreement to which the Company is a party unless the agreement calls for the employee's participation in the Plan or an employee whose services are leased from another company. Employees are eligible to participate in the Plan beginning on the first day of employment.
 
Contributions
Each year, participants may contribute between 1% to 75% of their eligible earnings, on a before tax basis, 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. Participants are automatically enrolled in the Plan at a 3% before-tax savings rate, if no action is taken by the employee within 60 days from the date of hire. Under the automatic enrollment the participant assets are invested in accordance with a managed account feature offered by Bank of America, and before-tax contributions are increased 1% annually, up to a maximum of 5% of pay. Participants hired on or after January 1, 2012 are automatically enrolled in the Plan at a 6% before-tax savings rate and increased 1% annually, up to a maximum of 15% of pay. The participant may elect not to participate in the Plan at any time. All of the above participant’s savings and elections are subject to regulatory and Plan limitations.
 
The Company will make a matching contribution of 100% of the first 3% of eligible earnings that a participant contributes to the Plan plus an additional matching contribution of 50% of any contributions that exceed 3% but do not exceed 5% of the participant's eligible compensation. Contributions to the Plan are subject to certain limits imposed by the Internal Revenue Service ("IRS") and the Plan terms.


4


In addition, the Plan permits each participating Company to make a discretionary profit sharing contribution for the benefit of their eligible employees. Any employee of such participating company who is actively employed on the last day of the Plan year or who retired, died, or became disabled during the Plan year will receive an allocation based on the ratio that the participant's compensation bears to the total compensation of all eligible participants employed by that participating Company. During the year ended December 31, 2011, contributions were made to the Plan for the benefit of eligible employees of DuPont Liqui-Box Corporation and DuPont Danisco of approximately $174,000 and $201,000, respectively.

Participant Accounts
Each participant's account is credited with the participant's contributions and allocations of (a) the Company's contributions and (b) Plan earnings. 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 participant's vested account.
 
Investments
Participants direct the investment of the contributions into various investment options offered by the Plan. The Plan currently offers five passively managed index funds, six actively managed custom-designed funds, 11 target retirement funds, DuPont company stock, a stable value fund and a self-directed brokerage account where participants can choose from approximately 1,400 funds from 70 mutual fund families.
 
Vesting
Participants are immediately vested in their contributions and Company matching contributions plus actual earnings thereon. A participant's vested interest in the Company's profit sharing contributions and the related earnings are determined using the following table:
 
Years of Service
 
Vested Percent
immediately upon participation
 
0%
1
 
33%
2
 
66%
3 or more
 
100%

In addition, a participant becomes 100% vested in all contributions upon; (1) attainment of normal retirement age (age 59½);(2) disability or death while employed by the Company; (3) the participant’s spouse is transferred by the Company to an employment location outside the immediate geographic area while the participant is working for the Company, and the participant terminates employment with the Company; or (4) the participant’s job with the Company is eliminated.

Participant balances related to company contributions transferred from the Coastal Training Technologies Corp. 401(k) Plan that were not vested at the time the balances were merged during 2010 into the Plan continue to vest according to the previous plans' vesting schedules.

Notes Receivable from Participants
Participants may borrow from their 401(k) and matching fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 (less the participant's highest outstanding loan balance during the previous 12 months) or 50% of their account balance. The loans are secured by the balance in the participant's account and bear interest at rates that range from 4.25% to 10.50%, 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 two loans per participant may be outstanding at any time and loan maturities cannot exceed five years, except for loans made to purchase a primary residence, in which case the maturity cannot exceed ten years.


5


Payment of Benefits
A withdrawal of all or a portion of a participant's account may be made by the participant after attaining age 59½. Withdrawals of employee contributions for undue financial hardship are also permitted. Upon termination, retirement, death, or disability, a participant may elect to receive the value of their vested balances, in accordance with the provisions of the Plan, in a lump-sum distribution or in installments, payable in cash or in kind, or part in cash and part in kind. Required minimum distributions will begin in April of the calendar year following the later of the year in which the participant attains age 70½ or the year following retirement or termination of employment.

Forfeited Accounts
At December 31, 2011 and 2010, forfeited nonvested accounts totaled $23,911 and $31,903, respectively. Forfeitures can be used, as defined in the Plan, to pay administrative expenses and to reduce the amount of future employer contributions. During the year ended December 31, 2011, forfeited accounts were used to pay for administrative expenses totaling $27,024.
 
Administrative Expenses
Expenses of administering the Plan, including various recordkeeping services, may be paid by the Plan at the election of the Company. Expenses paid by the Plan for the year ended December 31, 2011 were $47,738, which excludes expenses paid by the Master Trust. Brokerage fees, transfer taxes, investment fees and other expenses incident to the purchase and sale of securities and investments can be included in the cost of such securities or investments or deducted from the sales proceeds.

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES
 
Basis of Accounting
The accompanying financial statements of the Plan have been prepared on the accrual basis of accounting in accordance with generally accepted accounting principles in the United States of America (“GAAP”).
 
Fully Benefit-Responsive Investment Contracts
Investment contracts held by a defined contribution plan are required to be reported at fair value. However, contract value is the relevant measurement attributable for that portion of the net assets available for benefits of a defined contribution plan attributable to 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. The Statement of Net Assets Available for Benefits presents the fair value of the investment contracts as well as the adjustment of the fully benefit-responsive investment contracts from fair value 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 GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and changes therein and disclosure of contingent assets and liabilities.  Actual results could differ from those estimates.
 
Risks and Uncertainties
The Plan utilizes various investment options, which include investments in any combination of equities, fixed income securities, individual guaranteed investment contracts ("GICs"), currency and commodities, futures, forwards, options and swaps. Investment securities, in general, are exposed to various risks, such as interest rate risk, credit risk, and overall market volatility. 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 change could materially affect participants' account balances and the amounts reported in the financial statements.
 
Investment Valuation and Income Recognition
The Plan's investments are stated at fair value. Fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Company stock is valued at the year-end market price of the common stock. The participant-directed brokerage account, which consists of shares of registered investment companies ("mutual funds"), is valued at the net asset value of shares held by the Plan at year-end.


6


Purchases and sales of investments are recorded on a trade-date basis. Realized gains and losses on the sale of company stocks 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.
 
Notes Receivable from Participants
Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest.  Delinquent participant loans are recorded as distributions based on the terms of the Plan document.
 
Payment of Benefits
Benefit payments to participants are recorded upon distribution. Amounts allocated to accounts of persons who have elected to withdraw from the Plan, but have not yet been paid, were $259,064 and $6,811 at December 31, 2011 and 2010, respectively.
 
New Accounting Pronouncements
In May 2011, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards.  ASU 2011-04 was issued to provide a consistent definition of fair value and ensure that the fair value measurement and disclosure requirements are similar between U.S. GAAP and International Financial Reporting Standards.  ASU 2011-04 changes certain fair value measurement principles and enhances the disclosure requirements particularly for Level 3 fair value measurements. This pronouncement is effective for reporting periods beginning on or after December 15, 2011.  The adoption of this guidance will not have a material impact on the Plan's financial statements.

In December 2011, the FASB issued ASU No. 2011-11, Disclosures about Offsetting Assets and Liabilities. ASU 2011-11 requires entities to expand disclosures about instruments and transactions eligible for offset in the statement of financial position, and instruments and transactions subject to an agreement similar to a master netting arrangement. The required disclosures will include both gross and net information about instruments to which the guidance applies, including derivatives and securities borrowing and securities lending arrangements. This guidance is effective for reporting periods beginning on or after January 1, 2013 and is required to be applied retroactively. As this guidance provides only disclosure requirements, the adoption of this standard will not impact the Plan's financial statements.

NOTE 3 — ASSET TRANSFERS

In 2012, assets from the Hoegemeyer Hybrids, Inc. and Terral Seed, Inc. plans were merged with the Plan. All Hoegemeyer Hybrids, Inc. plan investments were liquidated at fair value and cash proceeds amounting to $2,813,981 and participant loans totaling $4,421 were transferred into the Plan. All Terral Seed, Inc. plan investments were liquidated at fair value and cash proceeds amounting to $4,529,869 and participant loans totaling $29,795 were transferred into the Plan.

In 2012, assets from Liqui-Box Corporation and Inpaco Corporation were withdrawn from the Plan. All Plan assets relating to the Liqui-Box and Inpaco Corporation investments were liquidated at fair value and cash proceeds amounting to $15,163,816 and participant loans totaling $924,954 were transferred out of the Plan in March 2012.

On January 1, 2012, DuPont Danisco Cellulosic Ethanol employees became participants in the DuPont Retirement Savings Plan and, in May 2012, plan investments were liquidated at fair value and cash proceeds amounting to $939,702 and participant loans totaling $4,016 from the Plan were transferred to the DuPont Retirement Savings Plan.



7


NOTE 4 — INVESTMENTS
 
Investments that represent 5% or more of the net assets available for benefits as of December 31, 2011 and 2010 consist of the Plan’s interest in the Master Trust.
 
During 2011, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) depreciated in value as follows:
 
 
2011
Company stocks
$
(140,718
)
Participant-directed brokerage account
(19,440
)
Net depreciation in fair value of investments
$
(160,158
)
 
For the year ended December 31, 2011, the Plan's net investment loss from interest in the Master Trust amounted to $238,421.

NOTE 5 — INTEREST IN MASTER TRUST
 
The objective of the Master Trust is to allow participants from affiliated plans to invest in several custom designed investment choices through separately managed accounts. The Master Trust contains several actively managed investments pools and commingled index funds offered to participants as “core investment options” and “age-targeted options”.  The investment pools are administered by different investment managers through separately managed accounts at Northern Trust.  The Master Trust also includes the Master Trust Stable Value Fund (the "Stable Value Fund"). DuPont Capital Management Corporation ("DCMC"), a registered investment adviser and wholly-owned subsidiary of DuPont, has the responsibility to oversee the investments' managers and evaluate funds' performances under the Master Trust, except for the Stable Value Fund, which is managed by DCMC.
 
At December 31, 2011, the Master Trust includes the assets of the following plans:
 
 DuPont Retirement Savings Plan
DuPont 401(k) and Profit Sharing Plan
Thrift and Savings Plan for Employees of Sentinel Transportation, LLC
 
To participate in the Master Trust, affiliates who sponsor qualified savings plans and who have adopted the Master Trust Agreement are required to make payments to the Trustee of designated portions of employees’ savings and other contributions by the affiliate. Investment income relating to the Master Trust is allocated proportionately by investment fund to the plans within the Master Trust based on the Plan’s interest to the total fair value of the Master Trust investment funds. The Plan’s interest in the Master Trust was 0.34% and 0.35% as of December 31, 2011 and 2010, respectively.
 
Master Trust Investments
The investments of the Master Trust are reported at fair value. Purchases and sales of the investments within the Master Trust are reflected on a trade-date basis. Dividend income is recorded on the ex-dividend date. Interest income is recorded on the accrual basis.
 
Cash and short-term investments include cash and short-term interest-bearing investments with initial maturities of three months or less. Such amounts are recorded at cost, plus accrued interest, which approximate fair value.
 
Mutual funds are valued at the net asset value of shares held by the Master Trust at year-end. Units held in common collective trusts (“CCTs”) are valued at the net asset value as reported by the CCTs’ trustee at year-end.
 

8


Common stock, preferred stock, fixed income securities, options and futures traded in active markets on national and international securities exchanges are valued at closing prices on the last business day of each period presented. Securities traded in markets that are not considered active are valued based on quoted market prices, broker or dealer quotations, or alternative pricing sources with reasonable levels of price transparency.
 
Forward foreign currency contracts are valued at fair value, as determined by the trustees (or independent third parties on behalf of the Master Trust), using quoted forward foreign currency exchange rates. At the end of each period presented, open contracts are valued at the current forward foreign currency exchange rates, and the change in market value is recorded as an unrealized gain or loss. When the contract is closed or delivery taken, the Master Trust records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed.
 
Swap contracts are valued at fair value, as determined by the trustees (or independent third parties on behalf of the Master Trust) utilizing pricing models and taking into consideration exchange quotations on underlying instruments, dealer quotations and other market information.
 
Investments denominated in currencies other than the United States dollar are converted using exchange rates prevailing at the end of the periods presented. Purchases and sales of such investments are translated at the rate of exchange on the respective dates of such transactions.
 
The Master Trust holds contracts that have investments in fully benefit-responsive investment contracts.  In accordance with GAAP, 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 the GICs is calculated by discounting the related cash flows based on current yields of similar instruments with comparable durations. The fair value of synthetic and separate account GICs are determined using the market price of the underlying securities and the fair value of the investment contract (“wrapper”).  The fair value of the wrappers for the GICs are determined by taking the difference between the actual wrap fee of the contract and the price at which the wrapper would issue an identical contract under current market conditions.  That change in fees is applied to the year-end book value of the contract to determine the wrapper contract’s fair value.
 

9


The following presents the Master Trust’s net assets at December 31, 2011 and 2010:
 
 
2011
 
2010
Assets:
 

 
 

Investments, at fair value:
 

 
 

Common stocks
$
952,708,651

 
$
1,036,121,034

Preferred stocks
2,575,621

 
3,664,629

Fixed income securities
53,611,038

 
49,952,320

Mutual funds
275,312,429

 
299,935,070

CCTs
1,659,980,478

 
1,502,499,265

Investment contracts
5,473,023,614

 
5,563,483,176

Short term investments
15,718,729

 
15,055,667

Total investments
8,432,930,560

 
8,470,711,161

 
 
 
 
Cash
88,699

 
144,343

Receivables for securities sold
7,517,030

 
13,453,848

Unrealized appreciation on foreign exchange contracts
70,741

 

Accrued income
16,877,095

 
1,518,871

Other assets
17,044

 
28,662

Total assets
8,457,501,169

 
8,485,856,885

 
 
 
 
Liabilities:
 

 
 

Payables for securities purchased
32,763,902

 
25,868,142

Unrealized depreciation on foreign exchange contracts

 
88,378

Accrued expenses
5,506,673

 
4,472,816

Other liabilities
32,792

 
16,499

Total liabilities
38,303,367

 
30,445,835

 
 
 
 
Master Trust net assets, at fair value
8,419,197,802

 
8,455,411,050

Adjustment from fair value to contract value for fully benefit- responsive investment contracts
(259,327,496
)
 
(236,883,567
)
Master Trust net assets
$
8,159,870,306

 
$
8,218,527,483

 






10


The following presents the net investment gain for the Master Trust for the year ended December 31, 2011:
 
 
2011
Change in net appreciation (depreciation) in fair value of investments:
 

Investments, at fair value:
 

Common stocks
$
(47,507,188
)
Preferred stocks
(1,016,424
)
Mutual funds
(10,910,051
)
Fixed income securities
2,803,653

CCTs
(19,254,758
)
Investment contracts
38,255

Other
20,549

Net foreign currency exchange gains
24,801

Net depreciation on swap agreements
(45,622
)
Net depreciation on foreign exchange contracts
(157,324
)
Net depreciation on futures contracts
(441,154
)
Net decrease from investments
(76,445,263
)
 
 

Investment income (expense):
 

Interest income
188,189,092

Dividend income
16,210,810

Administrative expenses
(15,812,915
)
Net investment gain
$
112,141,724

 
Investments of the Master Trust that represent 5% or more of the Master Trust assets as of December 31, 2011 and 2010 were as follows:
 
 
2011
 
2010
Underlying Assets of Synthetic GICs:
 

 
 

GEM Trust Short Duration
$
573,198,713

 
$
579,605,654

GEM Trust Risk-Controlled 1
439,433,347

 
472,783,635

GEM Trust Opportunistic 3
475,812,003

 
442,469,957

PIMCO Separate Account
511,206,560

 
534,978,466

 
 
 
 
Separate Account GICs:
 

 
 

Prudential Retirement & Annuity Co.
1,199,981,596

 
1,130,222,021

Metropolitan Life Insurance Co.
638,651,436

 
597,598,653

 
 
 
 
CCT:
 
 
 
Northern Trust Collective S&P 500 Equity Index Fund
487,755,640

 
475,633,857



11


Description of the Master Trust’s Investment Contracts
The Stable Value Fund invests in traditional GICs, synthetic GICs and separate account GICs.  Traditional GICs are comprised of assets held in the issuing company’s general account and are backed by the full faith and credit of the issuer. Synthetic and separate account GICs are backed by fixed income assets. The underlying investments held within the synthetic GICs are comprised of DCMC sponsored GEM Trusts and a PIMCO managed separate account fixed income portfolio.  The GEM Trusts are commingled fixed income portfolios managed by DCMC and additional investment managers hired by DCMC that invest in high quality fixed income securities across the short, intermediate and core sectors.  The crediting interest rates on investment contracts ranged from 1.39% to 5.83% for the year ended December 31, 2011 and from 0.67% to 6.44% for the year ended December 31, 2010.  The weighted average credited interest rate of return of the investment contracts based on the interest rate credited to participants was 3.46% and 3.89% for the year ended December 31, 2011 and 2010, respectively.  The weighted average yield of the investment contracts based on the actual earnings of underlying assets in the Master Trust was 3.69% and 3.50% for the years ended December 31, 2011 and 2010, respectively.
 
For traditional GICs, the insurer maintains the assets in a general account.  Regardless of the performance of the general account assets, a traditional GIC will provide a fixed rate of return as negotiated when the contract is purchased.  Synthetic GICs, backed by underlying assets, are designed to provide principal protection and accrued interest over a specified period of time (i.e., period of time before the crediting rate reset) through benefit-responsive wrapper contracts issued by a third party assuming that the underlying assets meet the requirements of the GIC.  Separate account GICs are investment contracts invested in insurance company separate accounts established for the sole benefit of stable value fund participants. The assets are wrapped by the financially responsible insurance company. The Master Trust participates in the underlying experience of the separate account via future periodic rate resets.
 
The crediting rates for synthetic and separate account GICs are reset periodically throughout the year and are based on the performance of the portfolio of assets underlying these contracts. Inputs used to determine the crediting rate include each contract’s portfolio market value of fixed income assets, current yield-to-maturity, duration (similar to weighted average life) and market value relative to contract value. All contracts have a guaranteed rate of at least 0% or higher with respect to determining interest rate resets.
 
Traditional GICs expose the Plan through the Stable Value Fund to direct credit risk associated with each contract issuer.  To mitigate this risk, the investment guidelines prohibit DCMC from purchasing contracts from issuers with a credit rating lower than Aa3/AA.  In addition, the weighted average credit rating of all contracts must be A3/A- or higher at all times and no single traditional GIC issuer may represent more than 5% of the total Stable Value Fund.  Additionally, DCMC continually monitors the issuers of these investments through external credit rating agencies.  DCMC monitors credit rating history, downgrade/upgrade notifications, and analyst reports for all current and potential issuers.  There are no reserves against contract value for credit risk of the contract issuer or otherwise.
 
Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value for plan permitted benefit payments. Certain events may limit the ability of the Plan to transact at contract value with the issuer. Such events include the following: (i) amendments to the Plan documents (including complete or partial Plan termination or merger with another plan); (ii) changes to Plan’s prohibition on competing investment options or deletion of equity wash provisions; (iii) bankruptcy of the Plan sponsor or other Plan sponsor events (i.e. divestitures or spin-offs of a subsidiary) which cause a significant withdrawal from the Plan or (iv) the failure of the trust to qualify for exemption from federal income taxes or any required prohibited transaction exemption under ERISA. The Plan Administrator does not believe that the occurrence of any such value event, which would limit the Plan’s ability to transact at contract value, is probable.

Based on certain events specified in fully benefit-responsive investment contracts, both the Plan/ Master Trust and issuers of such investment contracts are permitted to terminate the investment contracts. If applicable, such terminations can occur prior to the scheduled maturity date.
 

12


Examples of termination events that permit issuers to terminate investment contracts include the following:
 
The Plan Sponsor’s receipt of a final determination notice from the Internal Revenue Service (“IRS”) that the Plan does not qualify under Section 401(a) of the IRC.
The Master Trust ceases to be exempt from federal income taxation under Section 501(a) of the IRC.
The Plan/Master Trust or its representative breaches material obligations under the investment contract such as a failure to satisfy its fee payment obligations.
The Plan/Master Trust or its representative makes a material misrepresentation.
The Plan/Master Trust makes a material amendment to the Plan/Master Trust and/or the amendment adversely impacts the issuer.
The Plan/Master Trust, without the issuer’s consent, attempts to assign its interest in the investment contract.
The balance of the contract value is zero or immaterial.
Mutual consent.
The termination event is not cured within a reasonable time period, i.e., 30 days.

For synthetic and separate account GICs, additional termination events include the following:

The investment manager of the underlying securities is replaced without the prior written consent by the issuer.
The underlying securities are managed in a way that does not comply with the investment guidelines.
 
At termination, the contract value is adjusted to reflect a discounted value based on surrender charges or other penalties for GICs.
 
For synthetic and separate account GICs, termination is at market value of the underlying securities less unpaid issuer fees or charges. If the termination event is not material based on industry standards, it may be possible for the Plan/Master Trust to exercise its right to require the issuer that initiated the termination to extend the investment contract for a period no greater than what it takes to immunize the underlying securities and/or it may be possible to replace the issuer of a synthetic and separate account GIC that terminates the contract with another synthetic and separate account GIC issuer. Both options help maintain the stable contract value.
 
Financial Instruments with Off-Balance-Sheet Risk in the Master Trust
In accordance with the investment strategy of the managed accounts, the Master Trust’s investment managers execute transactions in various financial instruments that may give rise to varying degrees of off-balance-sheet market and credit risk. These instruments can be executed on an exchange or negotiated in the over-the-counter market. These financial instruments include futures, forward settlement contracts, swap and option contracts.
 
Swap contracts include interest rate swap contracts which involve an agreement to exchange periodic interest payment streams (typically fixed vs. variable) calculated on an agreed upon periodic interest rate multiplied by a predetermined notional principal amount.
 
Market risk arises from the potential for changes in value of financial instruments resulting from fluctuations in interest and foreign exchange rates and in prices of debt and equity securities. The gross notional (or contractual) amounts used to express the volume of these transactions do not necessarily represent the amounts potentially subject to market risk. In many cases, these financial instruments serve to reduce, rather than increase, the Master Trust’s exposure to losses from market or other risks. In addition, the measurement of market risk is meaningful only when all related and offsetting transactions are identified. The Master Trust’s investment managers generally limit the Master Trust’s market risk by holding or purchasing offsetting positions.
 
As a writer of option contracts, the Master Trust receives a premium to become obligated to buy or sell financial instruments for a period of time at the holder’s option. During this period, the Master Trust bears the risk of an unfavorable change in the market value of the financial instrument underlying the option, but has no credit risk, as the counterparty has no performance obligation to the Master Trust once it has paid its cash premium.
 

13


The Master Trust is subject to credit risk of counterparty nonperformance on derivative contracts in a gain position, except for written options, which obligate the Master Trust to perform and do not give rise to any counterparty credit risk.
 
NOTE 6 FAIR VALUE MEASUREMENTS
 
Accounting Standards Codification 820, Fair Value Measurements and Disclosures, provides a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value, as follows: Level 1, which refers to securities valued using unadjusted quoted prices from active markets for identical assets; Level 2, which refers to securities not traded on an active market but for which observable market inputs are readily available; and Level 3, which refers to securities valued based on significant unobservable inputs. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.
 
Fair value calculations may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
 

14


The following table sets forth by level, within the fair value hierarchy, the Plan’s and the Master Trust’s assets and liabilities at fair value as of December 31, 2011:
 
 
Investments at Fair Value as of December 31, 2011
 
Level 1
 
Level 2
 
Level 3
 
Total
Plan’s investments, excluding interest in Master Trust:
 

 
 

 
 

 
 

Company stocks
$
1,232,640

 
$

 
$

 
$
1,232,640

Participant-directed brokerage account1
120,721

 

 

 
120,721

Total Plan’s investments
$
1,353,361

 
$

 
$

 
$
1,353,361

 
 
 
 
 
 
 
 
Master Trust’s investments:
 

 
 

 
 

 
 

Common stocks:
 

 
 

 
 

 
 

International common stocks
$
145,173,834

 
$

 
$

 
$
145,173,834

Large-cap domestic common stocks
464,747,966

 

 

 
464,747,966

Mid-cap domestic common stocks
275,459,975

 

 

 
275,459,975

Small-cap domestic common stocks
67,326,876

 

 

 
67,326,876

Total common stocks
952,708,651

 

 

 
952,708,651

 
 
 
 
 
 
 
 
Investment contracts:
 

 
 

 
 

 
 

Separate account GICs

 
2,148,320,638

 

 
2,148,320,638

Traditional GICs

 
711,113,069

 

 
711,113,069

Wrapper contracts

 
630,305

 

 
630,305

Underlying assets on synthetic GICs:
 

 
 

 

 


Pooled separate account

 
511,206,560

 

 
511,206,560

Commingled funds

 
2,101,753,042

 

 
2,101,753,042

Total investment contracts

 
5,473,023,614

 

 
5,473,023,614

 
 
 
 
 
 
 
 
Preferred stocks
2,575,621

 

 

 
2,575,621

Fixed income securities

 
53,611,038

 

 
53,611,038

Mutual funds
275,312,429

 

 

 
275,312,429

CCTs

 
1,659,980,478

 

 
1,659,980,478

Short term investments

 
15,718,729

 

 
15,718,729

Total Master Trust investments assets
1,230,596,701

 
7,202,333,859

 

 
8,432,930,560

 
 
 
 
 
 
 
 
Other financial instruments2
(3,247
)
 
58,240

 

 
54,993

Total Master Trust assets
$
1,230,593,454

 
$
7,202,392,099

 
$

 
$
8,432,985,553

 ______________________________________
1    Underlying assets on the participant-directed brokerage account relate to mutual funds.
2      Other financial instruments include forwards, futures, options and swaps.
 

15


The following table sets forth by level, within the fair value hierarchy, the Plan’s and the Master Trust’s assets and liabilities at fair value as of December 31, 2010:
 
 
Investments at Fair Value as of December 31, 2010
 
Level 1
 
Level 2
 
Level 3
 
Total
Plan’s investments, excluding interest in Master Trust:
 

 
 

 
 

 
 

Company stocks
$
1,448,000

 
$

 
$

 
$
1,448,000

Participant-directed brokerage account1
74,906

 

 

 
74,906

Total Plan’s investments
$
1,522,906

 
$

 
$

 
$
1,522,906

 
 
 
 
 
 
 
 
Master Trust’s investments:
 

 
 

 
 

 
 

Common stocks:
 

 
 

 
 

 
 

International common stocks
$
167,198,740

 
$

 
$

 
$
167,198,740

Large-cap domestic common stocks
510,225,660

 

 

 
510,225,660

Mid-cap domestic common stocks
296,682,652

 

 

 
296,682,652

Small-cap domestic common stocks
62,013,982

 

 

 
62,013,982

Total common stocks
1,036,121,034

 

 

 
1,036,121,034

 
 
 
 
 
 
 
 
Investment contracts:
 

 
 

 
 

 
 

Separate account GICs

 
2,054,237,682

 

 
2,054,237,682

Traditional GICs

 
814,045,947

 

 
814,045,947

Wrapper contracts

 
7,191,123

 

 
7,191,123

Underlying assets on synthetic GICs:
 

 
 

 
 

 
 

Pooled separate account

 
534,978,466

 

 
534,978,466

Commingled funds

 
2,153,029,958

 

 
2,153,029,958

Total investment contracts

 
5,563,483,176

 

 
5,563,483,176

 
 
 
 
 
 
 
 
Preferred stocks
3,664,629

 

 

 
3,664,629

Fixed income securities

 
49,952,320

 

 
49,952,320

Mutual funds
299,935,070

 

 

 
299,935,070

CCTs

 
1,502,499,265

 

 
1,502,499,265

Short term investments

 
15,055,667

 

 
15,055,667

Total Master Trust investments assets
1,339,720,733

 
7,130,990,428

 

 
8,470,711,161

 
 
 
 
 
 
 
 
Other financial instruments2
(16,500
)
 
(59,715
)
 

 
(76,215
)
Total Master Trust assets
$
1,339,704,233

 
$
7,130,930,713

 
$

 
$
8,470,634,946

 ______________________________________
1    Underlying assets on the participant-directed brokerage account relate to mutual funds.
2    Other financial instruments include forwards, futures, and options.
 
For the years ended December 31, 2011 and 2010, there were no significant transfers in or out of Levels 1, 2 or 3.



16


NOTE 7 — RELATED PARTY TRANSACTIONS
 
Certain Plan investments are shares of mutual funds and units of CCTs managed by Northern Trust and Bank of America, which also serve as trustees. In addition, the Plan offers DuPont Company stock as an investment option. At December 31, 2011, the Plan held 26,925 shares of DuPont common stock valued at $1,232,640.  At December 31, 2010, the Plan held 29,030 shares of DuPont common stock valued at $1,448,000.  During the year ended December 31, 2011, the Plan purchased and sold$1,165,189 and $1,182,927 of DuPont common stock, respectively, and received dividends of $48,153.  Transactions in these investments qualify as party-in-interest transactions which are exempt from the prohibited transaction rules of ERISA.
 
Also, the Stable Value Fund assets held by the Plan are managed by DCMC, under the terms of an investment management agreement between DCMC and the Company. DCMC hires additional investment managers to manage a portion of the fixed income assets backing synthetic GICs allocated to the Stable Value Fund. The amount of DCMC fees accrued and paid by the Stable Value fund was approximately $2,076,279 for the year ended December 31, 2011.  DCMC fee amounts relate to the Master Trust and are allocated proportionately to the plans within the Master Trust based on each plan’s interest to the total fair value of the Master Trust investment funds.  These fees qualify as party-in-interest transactions, which are exempt from prohibited transaction rules of ERISA.
 
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 would become 100% vested in the profit sharing contributions.
 
NOTE 9 — TAX STATUS
 
The IRS has determined and informed the company by a letter dated May 16, 2011, covering the Plan and amendments through December 21, 2010, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code ("IRC"). Although the Plan has been amended since receiving the determination letter, the Plan administrator believes that the Plan is designed and is currently being operated in accordance with the applicable requirements of the IRC and therefore believe that the Plan is a qualified plan, pursuant to Section 401(a) of the IRC, and related trust is tax-exempt from federal taxation under Section 501(a) of the IRC.

In 2012, the Plan identified contributions transmitted to the trustee after the date the Department of Labor ("DOL") may determine as the earliest date such contributions reasonably could have been segregated from the employer's general assets. Any corrections will be made in accordance with the IRS and DOL procedures. The Plan Administrator believes that the contributions identified for correction would not cause the Plan to be disqualified by the IRS; therefore, no provision for income taxes has been included in the Plan's financial statements. Penalties, taxes and remedial payments, if any, due to noncompliance will be paid by the Company.

GAAP requires plan management to evaluate tax positions taken by the plan and recognize a tax liability if the plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The Plan administrator has analyzed the tax positions taken by the plan and has concluded that as of December 31, 2011, there are no uncertain positions taken, or expected to be taken, that would require recognition of a liability or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.



17


NOTE 10 — 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, 2011 and 2010 to the Form 5500:
 
 
2011
 
2010
Net assets available for benefits per the financial statements
$
31,358,391

 
$
31,349,211

Adjustment from contract value to fair value for fully benefit-responsive investment contracts
893,580

 
817,214

Amounts allocated to withdrawing participants
(259,064
)
 
(6,811
)
Loans balances considered deemed distributions
(38,730
)
 
(18,255
)
Net assets available for benefits per the Form 5500
$
31,954,177

 
$
32,141,359

 
The following is a reconciliation of total additions per the financial statements for the year ended December 31, 2011 to total income per the Form 5500:
 
 
2011
Total additions per the financial statements
$
3,568,567

Net depreciation in fair value on other investments
(160,158
)
Net investment loss from interest in DuPont and Related Companies Defined Contribution Plan Master Trust
(238,421
)
2011 adjustment from contract value to fair value for fully benefit-responsive investment contracts
893,580

2010 adjustment from contract value to fair value for fully benefit-responsive investment contracts
(817,214
)
Total income per the Form 5500
$
3,246,354

 
Amounts allocated to withdrawing participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to December 31 but are not yet paid as of that date.  The following is a reconciliation of total deductions per the financial statements to total expenses per the Form 5500 for the year ended December 31, 2011:
 
 
2011
Total deductions per the financial statements
$
3,558,938

Net depreciation in fair value on other investments
(160,158
)
Net investment loss from interest in DuPont and Related Companies Defined Contribution Plan Master Trust
(238,421
)
Amounts allocated to withdrawing participants at December 31, 2011
259,064

Amounts allocated to withdrawing participants at December 31, 2010
(6,811
)
Current year cumulative deemed distributions
38,730

Prior year cumulative deemed distributions
(18,255
)
Total expenses per the Form 5500
$
3,433,087



18

Table of Contents

DUPONT 401(k) AND PROFIT SHARING PLAN

SUPPLEMENTAL SCHEDULE
SCHEDULE OF ASSETS (HELD AT END OF YEAR) AS OF DECEMBER 31, 2011
ATTACHMENT TO FORM 5500, SCHEDULE H, PART IV, LINE I
 
 
 
(b)
 
(c)
 
(d)
 
(e)
(a)
 
Identity of Issue
 
Description of Investment
 
Cost
 
Current Value
*
 
Plan interest in DuPont and Related Companies Defined Contribution Plan Master Trust
 
Master Trust
 
**
 
$
29,005,552

 
 
 
 
 
 
 
 
 
*
 
Participant-directed Brokerage Account
 
Brokerage account
 
**
 
$
120,721

 
 
 
 
 
 
 
 
 
*
 
DuPont Company Stock
 
Company stock
 
**
 
$
1,232,640

 
 
 
 
 
 
 
 
 

*
 
Notes receivable from participants
 
4.25% to 10.50% - Maturing from January 2012 to May 2020
 
**
 
1,252,117

 
 
Total Assets Held At End of Year
 
 
 
 
 
$
31,611,030

 ______________________________________
*
 
Party-in-interest
**
 
Cost not required for participant-directed investments


19


DUPONT 401(k) AND PROFIT SHARING PLAN

SUPPLEMENTAL SCHEDULE
SCHEDULE OF DELINQUENT PARTICIPANT CONTRIBUTIONS AS OF DECEMBER 31, 2011
ATTACHMENT TO FORM 5500, SCHEDULE H, PART IV, LINE A

Totals that Constitute Nonexempt Prohibited Transactions
Year
 
Participant contributions and loan repayments transferred late to Plan
 
Contributions not corrected
 
Contributions corrected outside VFCP
 
Contributions pending correction in VFCP
 
Total fully corrected under VFCP and PTE 2002-51
2007
 
$
574,750

 
$

 
$
574,750

 
$

 
$

2008
 
834,055

 

 
834,055

 

 

2009
 
842,487

 

 
842,487

 

 

2010
 
895,102

 

 
895,102

 

 

2011
 
992,464

 

 
992,464

 

 


Note: The above contributions were transmitted to the trustee after the date the DOL may determine as the earliest date such contributions reasonably could have been segregated from the employer's general assets. The only corrections remaining relate to lost earnings which are considered immaterial and will be made in 2012. Corrections will be made in accordance with the IRS and DOL procedures.

20



EXHIBIT INDEX
 
Exhibit
Number
 
Description
23.1
 
Consent of Independent Registered Public Accounting Firm


21

Table of Contents

SIGNATURE
 
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
DuPont 401(k) and Profit Sharing Plan
 
 
 
/s/ Robert Slone
 
Robert Slone
 
Director — Global Rewards
 
June 26, 2012

22