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
Thrift and Savings Plan For Employees of Sentinel Transportation, LLC
(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, Sentinel Transportation,
LLC has duly caused this Annual Report to be signed on its behalf by the undersigned hereunto duly
authorized.
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Thrift and Savings Plan for Employees of
Sentinel Transportation, LLC
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Dated: June 27, 2008 |
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/S/ Marilyn Shaw |
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Marilyn Shaw |
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Human Resources Manager |
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THRIFT AND SAVINGS PLAN FOR EMPLOYEES OF
SENTINEL TRANSPORTATION, LLC
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 13 |
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Supplemental Schedule* |
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14 |
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* |
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Other supplemental schedules required by Section 2520.103-10 of the Department of Labor Rules
and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act
of 1974 have been omitted because they are not applicable. |
Report of Independent Registered Public Accounting Firm
To the Participants and Administrator of
Thrift and Savings Plan for Employees of Sentinel Transportation, LLC
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 Thrift and Savings Plan for Employees of
Sentinel Transportation, LLC (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, are 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
Thrift and Savings Plan for Employees of Sentinel Transportation, LLC
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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Plan interest in DuPont and Related Companies
Defined Contribution Plan Master Trust |
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$ |
19,138,195 |
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$ |
16,462,359 |
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Company Stock Funds |
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3,976,864 |
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4,550,003 |
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Mutual funds |
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8,520,214 |
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7,008,336 |
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Common/collective trust funds |
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1,659,458 |
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1,593,247 |
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Participant loans |
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1,318,059 |
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1,130,243 |
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Total investments |
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34,612,790 |
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30,744,188 |
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Receivables: |
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Employers contribution |
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1,234,470 |
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1,024,010 |
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Investment income |
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12,557 |
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11,267 |
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Total receivables |
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1,247,027 |
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1,035,277 |
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Cash: |
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51,329 |
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27,996 |
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Net assets available for
benefits, at fair value |
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35,911,146 |
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31,807,461 |
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Adjustments from fair value to contract value
for interest in Master Trust relating to fully
benefit-responsive investment contracts |
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(370,930 |
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(145,311 |
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Net assets available for benefits |
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$ |
35,540,216 |
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$ |
31,662,150 |
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The accompanying notes are an integral part of these financial statements.
2
Thrift and Savings Plan for Employees of Sentinel Transportation, LLC
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: |
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Investment income: |
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Interest |
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$ |
98,858 |
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$ |
69,741 |
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Dividends |
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852,763 |
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704,679 |
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Net (depreciation)
appreciation in fair value
of investments |
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(357,248 |
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1,044,894 |
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Total investment
income |
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594,373 |
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1,819,314 |
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Plan interest in DuPont and
Related Companies Defined Contribution Plan
Master Trust investment
income |
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940,301 |
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851,547 |
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Contributions: |
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Employers contributions |
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2,853,501 |
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2,575,460 |
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Participants contributions |
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2,287,215 |
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2,136,498 |
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Rollovers |
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1,081,904 |
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96,949 |
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Total contributions |
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6,222,620 |
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4,808,907 |
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Total additions |
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7,757,294 |
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7,479,768 |
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Deductions: |
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Benefits paid to participants |
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3,878,488 |
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4,466,944 |
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Administrative expenses (net) |
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740 |
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467 |
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Total deductions |
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3,879,228 |
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4,467,411 |
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Net increase |
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3,878,066 |
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3,012,357 |
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Net assets
available for
benefits: |
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Beginning of year |
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31,662,150 |
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28,649,793 |
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End of year |
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$ |
35,540,216 |
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$ |
31,662,150 |
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The accompanying notes are an integral part of these financial statements.
3
Thrift and Savings Plan for Employees of Sentinel Transportation, LLC
Notes to Financial Statements
NOTE 1
DESCRIPTION OF THE PLAN
The following description of the Thrift and Savings Plan for Employees of Sentinel Transportation,
LLC (the Plan) provides only general information. Participants should refer to the Plan agreement
for a more complete description of the Plans provisions.
General
Sentinel Transportation Company (the Company or Sentinel) became a wholly owned subsidiary of
E. I. du Pont de Nemours and Company (DuPont) in December 1995. Prior to its incorporation, the
Company was part of Conoco, Inc.s (Conoco) downstream operation. As part of Conoco, eligible
employees of such operation participated in the Thrift and Savings Plan for the Employees of
Conoco.
With the incorporation of the Company, Conoco employees dedicated to such operations were
transferred to and became Sentinel employees. Sentinels Board of Directors adopted, effective
January 1, 1996, the Thrift and Savings Plan for Employees of Sentinel Transportation Company to
provide the continued participation of such former Conoco employees and the participation of new
employees in a tax qualified plan.
Effective January 1, 2000, the Company merged into a joint venture operating as a limited liability
company (LLC) under the name Sentinel Transportation, LLC whose members are DuPont (80%) and Conoco
(20%).
The Plan is a defined contribution plan, which was established in 1996 by the Company. The Plan is
subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA) and the
Internal Revenue Code (the Code).
The purpose of the Plan is to encourage and assist employees to systematically save a portion of
their current compensation and to assist them to accumulate additional financial means for the time
of their retirement. The Plan is a tax-qualified, contributory profit sharing plan. Employees of
affiliated companies that have adopted the Plan, who have previously met the eligibility
requirements of the Plan, are eligible to participate in the Plan. Regular full-time employees are
eligible to participate in the Plan on the first day of the calendar month following their date of
hire as an employee.
Contributions
Eligible employees may participate in the Plan by authorizing the Company to make a payroll
contribution under the Plan ranging from 1 percent to 100 percent of monthly compensation. The
amount contributed will be deposited into a before-tax account. Participants monthly contributions
up to 6 percent are called basic deposits. The Company will contribute an amount equal to 100
percent of the participants monthly basic deposits. All of the above participants and Company
contributions are subject to regulatory and Plan limitations.
The Plan provides for discretionary profit sharing contributions to participants hired on or after
January 1, 2004. Discretionary profit sharing contributions for the years ended December 31, 2007
and 2006 were $1,234,470 and $1,024,010 respectively. The Profit Sharing contributions are
allocated based on the ratio that the participants compensation bears to the total compensation of
all eligible participants.
4
Thrift and Savings Plan for Employees of Sentinel Transportation, LLC
Notes to Financial Statements
Participants direct the investment of their contribution into various investment options offered by
the Plan. The Plan currently offers twenty-one mutual funds, four common/collective trust funds,
one Company Stock Fund, and a stable value fund.
Participant Accounts
Each participants account is credited with the participants contribution and allocations of (a)
the Companys contributions and (b) Plan earnings, and charged with an allocation of administrative
expenses. Allocations are based on the ratio of the balance of that participants 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
participants vested account.
Vesting
Participants have a fully and immediately vested interest in the portion of their accounts
contributed by them. Effective January 1, 2004, any participant who completes an hour of service on
or after that date will be immediately vested in their Companys contributions. Participants who
have not worked an hour of service on or after January 1, 2004 vest in their Company Match after
three years of service. Profit Sharing contributions become fully vested after three years of
service.
Payment of Benefits
Company contributions will be suspended for six months if a participant withdraws, while
in-service, any matched before-tax or after-tax savings contributed or company contributions made
to the account. Profit sharing contributions and matching contributions contributed on or after
January 1, 2004, may be withdrawn only at separation from service or after attaining age 59 1/2.
A participant who terminates from active service may elect to make an account withdrawal of all or
a portion of their account at any time. A participant who retires from active service may withdraw
all or a portion of their account in lump sum, partial or installment payments. Required minimum
distributions will begin in April of the calendar year following the later of the year in which the
participant attains age 70-1/2 or the year following retirement or termination of employment.
Forfeited Accounts
Forfeitures will be used, as defined by the Plan, to pay administrative expenses and may reduce the
amount of future Employer contributions. No forfeitures were 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 $43,612 and $72,599, respectively.
Participant Loans
Participants may borrow up to one-half of their non-forfeitable account balances subject to 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 executed by promissory notes and have a minimum term of 1 year and a
maximum term of 5 years, except for qualified residential loans, which have a maximum term of 10
years. The loans bear an interest rate equal to the average rate charged by selected major banks to
prime customers for secured loans. The loans are repaid over the term in installments of principal
and interest by deduction from pay or pension checks. A participant also has the right to repay the
loan in full at any time without penalty. At December 31, 2007, the loan interest rates ranged
from 4 percent to 9.25 percent.
5
Thrift and Savings Plan for Employees of Sentinel Transportation, LLC
Notes to Financial Statements
Administration
The designated trustee of the Plan is Merrill Lynch Trust Company of America (Merrill Lynch). The
administration of the Plan is vested in the Company, which may designate three or more persons to
serve on the Employee Benefit Plans Board to operate and administer the Plan.
Reasonable expenses of administering the Plan, including, but not limited to, record-keeping
expenses, trustee fees and transactional costs may, at the election of the Plan Administrator, be
paid by the Plan. Expenses paid by the Plan for the years ended December 31, 2007 and 2006 were
$740 and $467, respectively. Brokerage fees, transfer taxes, investment fees and other expenses
incidental 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, as the case may be.
NOTE 2
SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The financial statements have been prepared on the accrual basis of accounting.
As described in Financial Accounting Standards Board Staff Position, FSP AAG INV-1, Reporting of
Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies subject to the
AICPA Investment Company Audit Guide and Defined Contribution Health and Welfare and Pension Plans
(the FSP), investment contracts held by a defined contribution plan are required to be reported
at fair value. This applies even when the contracts are not held directly by the Plan but are
underlying assets in the Master trust 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 fully benefit-responsive investment contracts held by the master trust with an adjustment to
contract value. The Statement of Changes in Net Assets Available for Benefits is prepared on a
contract value basis.
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. Assets held in
common collective trusts (CCTs) are valued at net unit value as determined by the trustee at
year-end. The Company stock funds are 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.
For purposes of the Statement of Net Assets Available for Benefits, the Plans interest in the
DuPont and Related Companies Defined Contribution Plan Master Trust (master trust) related to
fully benefit-responsive investment contracts are stated at fair value with an adjustment back to
contract value. Contract value represents contributions made, plus earnings, less participant
withdrawals and administrative expenses. 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 the guaranteed investment contracts (GICs) is
calculated by discounting the related cash flows based on current yields of similar instruments
with comparable durations. The fair value of a synthetic GIC is determined using the market price
of the underlying securities and the value of the investment contract (wrapper).
6
Thrift and Savings Plan for Employees of Sentinel Transportation, LLC
Notes to Financial Statements
Purchases and sales of investments are recorded on a trade-date basis. Interest income is recorded
on the accrued basis. Dividend income is recorded on the ex-dividend date. Capital gain
distributions are included in dividend income.
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.
Payment of Benefits
Benefits are recorded when paid.
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
INTEREST IN MASTER TRUST
The Company and certain affiliates (employers) have entered into a Master Trust Agreement with
Merrill Lynch (Trustee) to establish the DuPont and Related Companies Defined Contribution Plan
Master Trust to allow participants from affiliated plans to invest in a Stable Value Fund and three
different Asset Allocation Funds: the Conservative, Moderate, and Aggressive Asset Allocation
Funds. 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 Plans interest to the total fair value of the Master Trust investment funds.
The Plans undivided interest in the Master Trust was .33% and .29% as of December 31, 2007 and
2006, respectively.
The Stable Value Fund is invested in a money market fund, traditional GICs separate account GICs,
and synthetic GICs, which are backed by fixed income assets. The crediting interest rates on
investment contracts ranged from 4.40% to 6.19% for the year ended December 31, 2007 and from 4.40%
to 6.52% for the year ended December 31, 2006. The weighted average credited interest rate of
return of the Stable Value Fund based on the interest rate credited to participants was 5.49% for
the year ended December 31, 2007 and 5.61% for the year ended December 31, 2006. The weighted
average yield of the Stable Value
7
Thrift and Savings Plan for Employees of Sentinel Transportation, LLC
Notes to Financial Statements
Fund based on the actual earnings of underlying assets in the Stable Value Fund was 5.04% for the
year ended December 31, 2007 and 5.55% for the year ended December 31, 2006.
For traditional GICs the insurer maintains the assets in a general account. The account is
credited with earnings on the underlying investments and charged for participant withdrawals and
administrative expenses. Separate and synthetic GICs, backed by underlying assets, provide for a
guaranteed return on principal 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.
The contract or crediting rates for certain stable value investment contracts are reset six times
per year and are based on the performance of the portfolio of assets underlying these contracts.
Inputs used to determine the crediting rate include each contracts 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. 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 Plans prohibition on competing investment options or
deletion of equity wash provisions; (iii) bankruptcy of the Plan sponsor or other Plan sponsor
events (e.g. 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 Plans ability to transact at
contract value with participants, is probable.
Based on certain events specified in fully benefit-responsive investment contracts (i.e., GICs,
separate account GICs and synthetic GICs), both the Plan/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.
Examples of termination events that permit issuers to terminate investment contracts include the
following:
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1. |
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The Plan Sponsors receipt of a final determination notice from the Internal
Revenue Service that the Plan does not qualify under Section 401(a) of the Code. |
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2. |
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The Trust ceases to be exempt from federal income taxation under Section 501(a)
of the Code. |
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3. |
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The Plan/Trust or its representative breaches material obligations under the
investment contract such as a failure to satisfy its fee payment obligations. |
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4. |
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The Plan/Trust or its representative makes a material misrepresentation. |
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5. |
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The Plan/Trust makes a material amendment to the Plan/Trust and/or the
amendment adversely impacts the issuer. |
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6. |
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The Plan/Trust, without the issuers consent, attempts to assign its interest
in the investment contract. |
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7. |
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The balance of the contract value is zero or immaterial. |
8
Thrift and Savings Plan for Employees of Sentinel Transportation, LLC
Notes to Financial Statements
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8. |
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Mutual consent |
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9. |
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The termination event is not cured within a reasonable time period, e.g., 30
days. |
For synthetic GICs, additional termination events include the following:
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1. |
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The investment manager of the underlying securities is replaced without the
prior written consent by the issuer. |
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2. |
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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 and maturing separate account GICs.
For synthetic 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/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 GIC that terminates the
contract with another synthetic GIC issuer. Both options help maintain the stable contract value.
The following table presents the values of investments of the Master Trust:
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December 31, |
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2007 |
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2006 |
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Investment contracts, at fair value |
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$ |
5,006,302,387 |
|
|
$ |
5,495,428,591 |
|
Mutual Funds |
|
|
646,569,704 |
|
|
|
166,975,620 |
|
Common/collective trust funds |
|
|
73,909,014 |
|
|
|
65,916,857 |
|
|
|
|
|
|
|
|
Total assets, at fair value |
|
$ |
5,726,781,105 |
|
|
$ |
5,728,321,068 |
|
Adjustment from fair value to contract value for interest
in Master trust relating to fully benefit-responsive
investment contracts |
|
|
(98,948,275 |
) |
|
|
(50,107,231 |
) |
|
|
|
|
|
|
|
|
Total assets, at contract value |
|
$ |
5,627,832,830 |
|
|
$ |
5,678,213,837 |
|
|
|
|
|
|
|
|
9
Thrift and Savings Plan for Employees of Sentinel Transportation, LLC
Notes to Financial Statements
Investments (at contract value) of the Master Trust that represent 5 percent or more of the assets
of the Master Trust were as follows:
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
2007 |
|
2006 |
Investment contracts |
|
|
|
|
|
|
|
|
Monumental Life Insurance Co (MDA 00665TR-B) |
|
$ |
604,419,150 |
|
|
$ |
686,028,585 |
|
ING Life Insurance & Annuity Co. (14522-440-01) |
|
|
604,419,150 |
|
|
|
686,028,585 |
|
AIG Life Insurance Company (583407) |
|
|
604,419,150 |
|
|
|
686,028,585 |
|
JPMorgan Chase Bank (DuPontTP02) |
|
|
604,419,150 |
|
|
|
686,028,585 |
|
State Street Bank & Trust (102001) |
|
|
604,419,150 |
|
|
|
686,028,585 |
|
Mutual Funds |
|
|
|
|
|
|
|
|
ML Premier Institutional Fund |
|
|
646,569,704 |
|
|
|
166,975,620 |
* |
|
|
|
* |
|
Investment represents less than 5 percent of the assets of the Master Trust as of December 31,
2006 |
For the years ended December 31, 2007 and December 31, 2006 the Master Trusts total investment
income was as follows:
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2007 |
|
|
2006 |
|
Interest on Investment contracts |
|
$ |
296,749,774 |
|
|
$ |
302,728,038 |
|
Net appreciation in fair value of Common/collective trust funds |
|
|
5,560,259 |
|
|
|
11,832,325 |
|
|
|
|
|
|
|
|
Total |
|
$ |
302,310,033 |
|
|
$ |
314,560,363 |
|
|
|
|
|
|
|
|
At
December 31, 2007, the total assets of the Master Trust of $5,627,832,830 included participant
investments in the Stable Value Fund of $5,488,871,166 and $138,961,665 in the Conservative,
Moderate, and Aggressive Allocation Funds. At December 31, 2006, the total Master Trust value of
$5,678,213,837 included participant investments in the Stable Value Fund of $5,560,577,973 and
$117,635,864 in the Conservative, Moderate, and Aggressive Allocation Funds.
NOTE 4
INVESTMENTS
Investments that represent 5% or more of the net assets available for benefits as of December 31,
2007 and 2006 were as follows:
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
2007 |
|
2006 |
DuPont company stock fund |
|
$ |
3,572,107 |
|
|
$ |
4,218,091 |
|
Master Trust |
|
|
18,767,265 |
|
|
|
16,317,048 |
|
During the years ended December 31, 2007 and 2006, the Plans investments (including gains and
losses on investments bought and sold as well as held during the year) appreciated (depreciated) in
value as follows:
10
Thrift and Savings Plan for Employees of Sentinel Transportation, LLC
Notes to Financial Statements
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2007 |
|
|
2006 |
|
Company stock funds |
|
$ |
(306,772 |
) |
|
$ |
613,523 |
|
Mutual funds |
|
|
(113,048 |
) |
|
|
243,844 |
|
Common/collective trust funds |
|
|
62,572 |
|
|
|
187,527 |
|
|
|
|
|
|
|
|
Net (depreciation) appreciation in fair value of investments |
|
$ |
(357,248 |
) |
|
$ |
1,044,894 |
|
|
|
|
|
|
|
|
NOTE 5
CONOCOPHILLIPS STOCK FUND
On September 28, 1998, DuPont announced that the Board of Directors had approved a plan to divest
DuPonts 100 percent-owned petroleum business, Conoco, Inc. On August 6, 1999, DuPont completed
the planned divestiture through a tax-free split-off. DuPont exchanged its shares of Conoco, Inc.
Class B common stock for shares of DuPont common stock. Plan participants had the option to
exchange shares of DuPont common stock, which were held in their participant accounts in the DuPont
Common Stock Fund. For each share of DuPont common stock exchanged, the participants received an
appropriate number of shares of Conoco Class B common stock. Accordingly, the Conoco Class B Stock
Fund was created as an investment fund of the Plan. No additional shares of Conoco Class B common
stock may be purchased by Plan participants through payroll deductions, fund transfers, or the
reinvestment of dividends. Dividends earned on Conoco Class B common stock are distributed pro
rata to the investment options in participants accounts based upon their current investment
elections. On August 30, 2002, Conoco Stock Fund became ConocoPhillips Stock Fund. The balance of
the ConocoPhillips Stock Fund was $404,757 and $331,912 at December 31, 2007 and 2006,
respectively.
NOTE 6
TAX STATUS
The Plan is a qualified plan pursuant to Section 401(a) of the Internal Revenue Code (the Code)
and the related Trusts are exempt from federal taxation under Section 501(a) of the Code. The
Company has received a favorable tax determination letter from the Internal Revenue Service dated
September 3, 2003. 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 sections of the Code. Accordingly, no provision has been made for federal income
taxes in the financial statements.
NOTE 7
RELATED PARTY TRANSACTIONS
Certain Plan investments are shares of mutual funds and units of common/collective trust funds
managed by Merrill Lynch, the Trustee. The Plan offers the DuPont Company Stock Fund investment
option. At December 31, 2007 the Plan held 81,018.523 shares of DuPont common stock valued at
$3,572,107. At December 31, 2006 the Plan held 86,595.995 shares of DuPont common stock valued at
$4,218,091. The Plan purchased $605,433 and $840,796 of stock during the years ended December 31,
2007 and 2006, respectively. The Plan sold $870,770 and $2,189,311 of stock during the years ended
December 31, 2007 and 2006, respectively.
In addition, the assets of the Stable Value Fund are managed by DuPont Capital Management
Corporation (DCMC), a registered investment adviser and wholly-owned subsidiary of DuPont, 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
11
Thrift and Savings Plan for Employees of Sentinel Transportation, LLC
Notes to Financial Statements
$2,198,464 and $1,943,720 for the years ended December 31, 2007 and December 31, 2006,
respectively.
NOTE 8
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:
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2007 |
|
|
2006 |
|
Net assets available for benefits per the financial statements |
|
$ |
35,540,216 |
|
|
$ |
31,662,150 |
|
|
Amounts allocated to withdrawing participants at December
31, 2007 |
|
|
(51,329 |
) |
|
|
(27,221 |
) |
|
Adjustment from contract value to fair value for fully benefit-responsive investment contracts |
|
|
370,930 |
|
|
|
145,311 |
|
|
|
|
|
|
|
|
|
Net assets available for benefits per the Form 5500 |
|
$ |
35,859,817 |
|
|
$ |
31,780,240 |
|
|
|
|
|
|
|
|
The following is a reconciliation of Master Trust gain per the financial statements for the
year ended December 31, 2007 to the Form 5500:
|
|
|
|
|
|
|
December 31, |
|
|
|
2007 |
|
Net appreciation in value of Master Trust included in the financial statements |
|
$ |
940,301 |
|
|
2007 adjustment from contract value to fair value for fully benefit-responsive investment contracts |
|
|
370,930 |
|
|
2006 adjustment from contract value to fair value for fully benefit-responsive investment contracts |
|
|
(145,311 |
) |
|
|
|
|
|
Net appreciation in value of Master Trust per the Form 5500 |
|
$ |
1,165,920 |
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2007 |
|
Benefits paid to participants per the financial statements |
|
$ |
3,878,488 |
|
|
Amounts allocated to withdrawing participants at December 31, 2007 |
|
|
51,329 |
|
|
Amounts allocated to withdrawing participants at December 31, 2006 |
|
|
(27,221 |
) |
|
|
|
|
|
Benefits paid to participants per the form 5500 |
|
$ |
3,902,596 |
|
|
|
|
|
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.
12
Thrift and Savings Plan for Employees of Sentinel Transportation, LLC
Notes to Financial Statements
NOTE 9
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 all
employer contribution.
NOTE
10 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.
NOTE 11 SUBSEQUENT EVENTS
Effective January 28, 2008 all the assets of the Master Trust were transferred from Merrill Lynch
to Northern Trust Corporation, which became the trustee of a new Master Trust. Merrill Lynch
remained as the trustee for the existing mutual funds and the Company Stock Funds. Other
significant changes include new investment choices and modifications in the loan
provision
13
|
|
|
Thrift Plan for Employees of Sentinel Transportation, LLC
|
|
Schedule I |
Schedule of Assets (Held at End of Year) as of December 31, 2007
Form 5500, Schedule H, Part IV, Line I
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(e) |
|
|
|
(b) |
|
(c) |
|
(d) |
|
Current |
|
(a) |
|
Identity of Issue |
|
Description of Investment |
|
Cost |
|
Value |
|
|
|
AIM Constellation Fund Instl |
|
Registered Investment Company |
|
** |
|
$ |
134,642 |
|
|
|
AIM Charter Fund Institutional CL |
|
Registered Investment Company |
|
** |
|
|
48,824 |
|
|
|
Fidelity Equity Income Fund |
|
Registered Investment Company |
|
** |
|
|
597,939 |
|
|
|
Fidelity Fund PV 1 |
|
Registered Investment Company |
|
** |
|
|
186,280 |
|
|
|
Fidelity Growth & Income Fund Class A |
|
Registered Investment Company |
|
** |
|
|
405,425 |
|
|
|
Fidelity Low Priced Stock Fund |
|
Registered Investment Company |
|
** |
|
|
621,958 |
|
|
|
Fidelity Magellan Fund |
|
Registered Investment Company |
|
** |
|
|
650,270 |
|
|
|
Franklin Balance Sheet Investment Fund Adv |
|
Registered Investment Company |
|
** |
|
|
1,157,059 |
|
|
|
Franklin Growth Fund Adv Class |
|
Registered Investment Company |
|
** |
|
|
163,425 |
|
|
|
Franklin Small-Mid Cap Growth Adv CL |
|
Registered Investment Company |
|
** |
|
|
517,255 |
|
|
|
Janus Enterprise Fund |
|
Registered Investment Company |
|
** |
|
|
285,128 |
|
|
|
Janus Research Fund |
|
Registered Investment Company |
|
** |
|
|
390,927 |
|
* |
|
Blackrock Global Growth Fund Class I |
|
Registered Investment Company |
|
** |
|
|
654,698 |
|
* |
|
Blackrock Intl Value Fund Class I |
|
Registered Investment Company |
|
** |
|
|
730,196 |
|
* |
|
Blackrock Balanced Capital Fund Class I |
|
Registered Investment Company |
|
** |
|
|
150,198 |
|
* |
|
Blackrock Basic Value Fund Class I |
|
Registered Investment Company |
|
** |
|
|
331,068 |
|
* |
|
Blackrock Fundamental Growth Fund Class I |
|
Registered Investment Company |
|
** |
|
|
195,403 |
|
|
|
MFS Research Fund |
|
Registered Investment Company |
|
** |
|
|
25,311 |
|
|
|
MFS Total Return Fund |
|
Registered Investment Company |
|
** |
|
|
455,652 |
|
|
|
Templeton Growth Fund |
|
Registered Investment Company |
|
** |
|
|
516,333 |
|
|
|
Templeton Institutional |
|
Registered Investment Company |
|
** |
|
|
302,223 |
|
|
|
Barclays 3-Way Asset Allocation Fund |
|
Common/Collective Trust |
|
** |
|
|
307,254 |
|
* |
|
Merrill Lynch Small Capital Index CT Tier 2 |
|
Common/Collective Trust |
|
** |
|
|
524,886 |
|
* |
|
Merrill Lynch Equity Index TR Tier 6 |
|
Common/Collective Trust |
|
** |
|
|
709,939 |
|
* |
|
Merrill Lynch International Index CT Tier 2 |
|
Common/Collective Trust |
|
** |
|
|
117,379 |
|
* |
|
DuPont Company Stock Fund |
|
Company Stock Fund |
|
** |
|
|
3,572,107 |
|
|
|
ConocoPhillips Stock Fund |
|
Company Stock Fund |
|
** |
|
|
404,757 |
|
* |
|
Plan interest in the DuPont and Related |
|
|
|
|
|
|
|
|
|
|
Companies
Defined Contribution Plan |
|
|
|
|
|
|
|
|
|
|
Master
Trust (Master Trust) |
|
Master Trust |
|
** |
|
|
19,138,195 |
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Participant Loans |
|
4% to 9.25% Maturing from January 2008 September 2017 |
|
** |
|
|
1,318,059 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment
Total |
|
|
|
|
|
$ |
34,612,790 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Party in Interest |
|
** |
|
Cost not required for participant directed investments |
14