|
(Mark One)
|
||
ý
|
|
ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the fiscal year ended December 31, 2011
|
||
OR
|
||
o
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
DELAWARE
(State or Other Jurisdiction of Incorporation or Organization)
|
|
51-0014090
(I.R.S. Employer Identification No.)
|
Large accelerated filer
ý
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Accelerated filer
o
|
Non-accelerated filer
o
|
Smaller reporting company
o
|
|
|
Incorporated
By Reference
In Part No.
|
The company's Proxy Statement in connection with the Annual Meeting of Stockholders to be held on April 25, 2012
|
|
III
|
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Page
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Number of Sites
|
|||||||||||||||||
|
Agriculture
|
Electronics & Communications
|
Industrial Biosciences
|
Nutrition & Health
|
Performance Chemicals
|
Performance Coatings
|
Performance Materials
|
Safety & Protection
|
Total
1
|
|||||||||
Asia Pacific
|
17
|
|
11
|
|
1
|
|
9
|
|
6
|
|
3
|
|
19
|
|
7
|
|
73
|
|
EMEA
|
17
|
|
4
|
|
7
|
|
20
|
|
4
|
|
8
|
|
12
|
|
5
|
|
77
|
|
Latin America
|
15
|
|
—
|
|
1
|
|
7
|
|
1
|
|
3
|
|
1
|
|
1
|
|
29
|
|
U.S. & Canada
|
56
|
|
18
|
|
4
|
|
14
|
|
29
|
|
5
|
|
20
|
|
10
|
|
156
|
|
|
105
|
|
33
|
|
13
|
|
50
|
|
40
|
|
19
|
|
52
|
|
23
|
|
335
|
|
1.
|
Sites that are used by multiple segments are included more than once in the figures above.
|
|
12/31/2006
|
12/31/2007
|
12/31/2008
|
12/31/2009
|
12/31/2010
|
12/31/2011
|
||||||||||||
DuPont
|
$
|
100
|
|
$
|
93
|
|
$
|
56
|
|
$
|
79
|
|
$
|
122
|
|
$
|
116
|
|
S&P 500 Index
|
100
|
|
105
|
|
66
|
|
84
|
|
97
|
|
99
|
|
||||||
Dow Jones Industrial Average
|
100
|
|
109
|
|
74
|
|
91
|
|
104
|
|
112
|
|
||||||
Old Peer Group
|
100
|
|
118
|
|
87
|
|
104
|
|
111
|
|
112
|
|
(Dollars in millions, except per share)
|
2011
|
2010
|
2009
|
2008
|
2007
|
||||||||||
Summary of operations
|
|
|
|
|
|
|
|
|
|
||||||
Net sales
|
$
|
37,961
|
|
$
|
31,505
|
|
$
|
26,109
|
|
$
|
30,529
|
|
$
|
29,378
|
|
Income before income taxes
|
$
|
4,282
|
|
$
|
3,711
|
|
$
|
2,184
|
|
$
|
2,391
|
|
$
|
3,743
|
|
Provision for income taxes
|
$
|
772
|
|
$
|
659
|
|
$
|
415
|
|
$
|
381
|
|
$
|
748
|
|
Net income attributable to DuPont
|
$
|
3,474
|
|
$
|
3,031
|
|
$
|
1,755
|
|
$
|
2,007
|
|
$
|
2,988
|
|
Basic earnings per share of common stock
|
$
|
3.73
|
|
$
|
3.32
|
|
$
|
1.93
|
|
$
|
2.21
|
|
$
|
3.25
|
|
Diluted earnings per share of common stock
|
$
|
3.68
|
|
$
|
3.28
|
|
$
|
1.92
|
|
$
|
2.20
|
|
$
|
3.22
|
|
Financial position at year-end
|
|
|
|
|
|
|
|
|
|
||||||
Working capital
|
$
|
6,873
|
|
$
|
9,670
|
|
$
|
7,898
|
|
$
|
5,601
|
|
$
|
4,619
|
|
Total assets
|
$
|
48,492
|
|
$
|
40,410
|
|
$
|
38,185
|
|
$
|
36,209
|
|
$
|
34,131
|
|
Borrowings and capital lease obligations
|
|
|
|
|
|
|
|
|
|
||||||
Short-term
|
$
|
817
|
|
$
|
133
|
|
$
|
1,506
|
|
$
|
2,012
|
|
$
|
1,370
|
|
Long-term
|
$
|
11,736
|
|
$
|
10,137
|
|
$
|
9,528
|
|
$
|
7,638
|
|
$
|
5,955
|
|
Total equity
|
$
|
9,062
|
|
$
|
9,743
|
|
$
|
7,651
|
|
$
|
7,552
|
|
$
|
11,578
|
|
General
|
|
|
|
|
|
|
|
|
|
||||||
For the year
|
|
|
|
|
|
|
|
|
|
||||||
Purchases of property, plant & equipment and investments in
affiliates
|
$
|
1,910
|
|
$
|
1,608
|
|
$
|
1,432
|
|
$
|
2,033
|
|
$
|
1,698
|
|
Depreciation
|
$
|
1,283
|
|
$
|
1,204
|
|
$
|
1,251
|
|
$
|
1,169
|
|
$
|
1,158
|
|
Research and development expense
|
$
|
1,956
|
|
$
|
1,651
|
|
$
|
1,378
|
|
$
|
1,393
|
|
$
|
1,338
|
|
Average number of common shares outstanding (millions)
|
|
|
|
|
|
|
|
|
|
||||||
Basic
|
928
|
|
909
|
|
904
|
|
902
|
|
917
|
|
|||||
Diluted
|
941
|
|
922
|
|
909
|
|
907
|
|
925
|
|
|||||
Dividends per common share
|
$
|
1.64
|
|
$
|
1.64
|
|
$
|
1.64
|
|
$
|
1.64
|
|
$
|
1.52
|
|
At year-end
|
|
|
|
|
|
|
|
|
|
||||||
Employees (thousands)
|
70
|
|
60
|
|
58
|
|
60
|
|
60
|
|
|||||
Closing stock price
|
$
|
45.78
|
|
$
|
49.88
|
|
$
|
33.67
|
|
$
|
25.30
|
|
$
|
44.09
|
|
Common stockholders of record (thousands)
|
78
|
|
81
|
|
85
|
|
88
|
|
92
|
|
•
|
Fluctuations in energy and raw material prices;
|
•
|
Failure to develop and market new products and optimally manage product life cycles;
|
•
|
Outcome of significant litigation and environmental matters, including those related to divested businesses;
|
•
|
Failure to appropriately manage process safety and product stewardship issues;
|
•
|
Effect of changes in tax, environmental and other laws and regulations or political conditions in the U.S. and other countries in which the company operates;
|
•
|
Conditions in the global economy and global capital markets, including economic factors, such as inflation, deflation and fluctuations in currency exchange rates, interest rates and commodity prices, as well as regulatory requirements;
|
•
|
Impact of business disruptions, including supply disruptions, and security threats, regardless of cause, including acts of sabotage, terrorism or war, weather events and natural disasters;
|
•
|
Inability to protect and enforce the company's intellectual property rights; and
|
•
|
Successful integration of acquired businesses and completion of divestitures of underperforming or non-strategic assets or businesses.
|
(Dollars in millions)
|
2011
|
2010
|
2009
|
||||||
NET SALES
|
$
|
37,961
|
|
$
|
31,505
|
|
$
|
26,109
|
|
|
Percent Change Due to:
|
||||||||||||
(Dollars in billions)
|
2011
Net Sales
|
Percent
Change vs.
2010
|
Local
Price
|
Currency
Effect
|
Volume
|
Portfolio
|
|||||||
Worldwide
|
$
|
38.0
|
|
20
|
|
11
|
|
2
|
|
1
|
|
6
|
|
U.S. & Canada
|
14.3
|
|
16
|
|
10
|
|
—
|
|
1
|
|
5
|
|
|
Europe, Middle East and Africa (EMEA)
|
10.0
|
|
23
|
|
10
|
|
4
|
|
—
|
|
9
|
|
|
Asia Pacific
|
8.9
|
|
22
|
|
16
|
|
3
|
|
(3
|
)
|
6
|
|
|
Latin America
|
4.8
|
|
29
|
|
13
|
|
2
|
|
10
|
|
4
|
|
|
Percent Change Due to:
|
||||||||||||
(Dollars in billions)
|
2010
Net Sales
|
Percent
Change vs.
2009
|
Local
Price
|
Currency
Effect
|
Volume
|
Portfolio
|
|||||||
Worldwide
|
$
|
31.5
|
|
21
|
|
5
|
|
—
|
|
17
|
|
(1
|
)
|
U.S. & Canada
|
12.4
|
|
17
|
|
5
|
|
1
|
|
12
|
|
(1
|
)
|
|
EMEA
|
8.1
|
|
14
|
|
4
|
|
(3
|
)
|
13
|
|
—
|
|
|
Asia Pacific
|
7.3
|
|
40
|
|
6
|
|
2
|
|
33
|
|
(1
|
)
|
|
Latin America
|
3.7
|
|
17
|
|
4
|
|
2
|
|
13
|
|
(2
|
)
|
(Dollars in millions)
|
2011
|
2010
|
2009
|
||||||
OTHER INCOME, NET
|
$
|
758
|
|
$
|
1,228
|
|
$
|
1,219
|
|
(Dollars in millions)
|
2011
|
2010
|
2009
|
||||||
COST OF GOODS SOLD AND OTHER OPERATING CHARGES
|
$
|
27,814
|
|
$
|
23,146
|
|
$
|
19,708
|
|
As a percent of net sales
|
73
|
%
|
73
|
%
|
75
|
%
|
(Dollars in millions)
|
2011
|
2010
|
2009
|
||||||
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
|
$
|
4,170
|
|
$
|
3,669
|
|
$
|
3,440
|
|
As a percent of net sales
|
11
|
%
|
12
|
%
|
13
|
%
|
(Dollars in millions)
|
2011
|
2010
|
2009
|
||||||
RESEARCH AND DEVELOPMENT EXPENSE
|
$
|
1,956
|
|
$
|
1,651
|
|
$
|
1,378
|
|
As a percent of net sales
|
5
|
%
|
5
|
%
|
5
|
%
|
(Dollars in millions)
|
2011
|
2010
|
2009
|
||||||
INTEREST EXPENSE
|
$
|
447
|
|
$
|
590
|
|
$
|
408
|
|
(Dollars in millions)
|
2011
|
2010
|
2009
|
||||||
EMPLOYEE SEPARATION/ASSET RELATED CHARGES, NET
|
$
|
50
|
|
$
|
(34
|
)
|
$
|
210
|
|
(Dollars in millions)
|
2011 (Charges) and Credits
|
2010 (Charges)
and Credits
|
2009 (Charges)
and Credits |
||||||
Electronics & Communications
|
$
|
—
|
|
$
|
8
|
|
$
|
(37
|
)
|
Industrial Biosciences
|
(9
|
)
|
—
|
|
—
|
|
|||
Nutrition & Health
|
(14
|
)
|
—
|
|
1
|
|
|||
Performance Chemicals
|
—
|
|
10
|
|
(54
|
)
|
|||
Performance Coatings
|
3
|
|
(6
|
)
|
(15
|
)
|
|||
Performance Materials
|
(2
|
)
|
16
|
|
(58
|
)
|
|||
Safety & Protection
|
—
|
|
5
|
|
(45
|
)
|
|||
Other
|
(28
|
)
|
1
|
|
(2
|
)
|
|||
Total (Charges) Credits
|
$
|
(50
|
)
|
$
|
34
|
|
$
|
(210
|
)
|
(Dollars in millions)
|
2011
|
2010
|
2009
|
||||||
PROVISION FOR INCOME TAXES
|
$
|
772
|
|
$
|
659
|
|
$
|
415
|
|
Effective income tax rate
|
18.0
|
%
|
17.8
|
%
|
19.0
|
%
|
(Dollars in millions)
|
2011
|
2010
|
2009
|
||||||
NET INCOME ATTRIBUTABLE TO DUPONT
|
$
|
3,474
|
|
$
|
3,031
|
|
$
|
1,755
|
|
(Dollars in millions)
|
2011
|
2010
|
2009
|
||||||
Segment sales
|
$
|
9,166
|
|
$
|
7,845
|
|
$
|
7,069
|
|
PTOI
|
$
|
1,527
|
|
$
|
1,293
|
|
$
|
1,160
|
|
PTOI margin
|
17
|
%
|
16
|
%
|
16
|
%
|
|
2011
|
2010
|
||
Change in segment sales from prior period due to:
|
|
|
||
Selling price
|
6
|
%
|
4
|
%
|
Volume
|
10
|
%
|
8
|
%
|
Portfolio / Other
|
1
|
%
|
(1
|
)%
|
Total change
|
17
|
%
|
11
|
%
|
(Dollars in millions)
|
2011
|
2010
|
2009
|
||||||
Segment sales
|
$
|
3,173
|
|
$
|
2,764
|
|
$
|
1,918
|
|
PTOI
|
$
|
355
|
|
$
|
445
|
|
$
|
87
|
|
PTOI margin
|
11
|
%
|
16
|
%
|
5
|
%
|
|
2011
|
2010
|
||
Change in segment sales from prior period due to:
|
|
|
||
Selling price
|
23
|
%
|
7
|
%
|
Volume
|
(8
|
)%
|
37
|
%
|
Portfolio / Other
|
—
|
%
|
—
|
%
|
Total change
|
15
|
%
|
44
|
%
|
(Dollars in millions)
|
2011
|
2010
|
2009
|
||||||
Segment sales
|
$
|
705
|
|
$
|
—
|
|
$
|
—
|
|
PTOI
|
$
|
(1
|
)
|
$
|
—
|
|
$
|
—
|
|
PTOI margin
|
—
|
%
|
—
|
%
|
—
|
%
|
(Dollars in millions)
|
2011
|
2010
|
2009
|
||||||
Segment sales
|
$
|
2,460
|
|
$
|
1,240
|
|
$
|
1,218
|
|
PTOI
|
$
|
44
|
|
$
|
62
|
|
$
|
64
|
|
PTOI margin
|
2
|
%
|
5
|
%
|
5
|
%
|
|
2011
|
2010
|
||
Change in segment sales from prior period due to:
|
|
|
||
Selling price
|
5
|
%
|
—
|
%
|
Volume
|
1
|
%
|
2
|
%
|
Portfolio / Other
|
92
|
%
|
—
|
%
|
Total change
|
98
|
%
|
2
|
%
|
(Dollars in millions)
|
2011
|
2010
|
2009
|
||||||
Segment sales
|
$
|
7,794
|
|
$
|
6,322
|
|
$
|
4,964
|
|
PTOI
|
$
|
1,923
|
|
$
|
1,081
|
|
$
|
547
|
|
PTOI margin
|
25
|
%
|
17
|
%
|
11
|
%
|
|
2011
|
2010
|
||
Change in segment sales from prior period due to:
|
|
|
||
Selling price
|
26
|
%
|
10
|
%
|
Volume
|
(3
|
)%
|
18
|
%
|
Portfolio / Other
|
—
|
%
|
(1
|
)%
|
Total change
|
23
|
%
|
27
|
%
|
(Dollars in millions)
|
2011
|
2010
|
2009
|
||||||
Segment sales
|
$
|
4,281
|
|
$
|
3,806
|
|
$
|
3,429
|
|
PTOI
|
$
|
271
|
|
$
|
249
|
|
$
|
69
|
|
PTOI margin
|
6
|
%
|
7
|
%
|
2
|
%
|
|
2011
|
2010
|
||
Change in segment sales from prior period due to:
|
|
|
||
Selling price
|
10
|
%
|
2
|
%
|
Volume
|
2
|
%
|
9
|
%
|
Portfolio / Other
|
—
|
%
|
—
|
%
|
Total change
|
12
|
%
|
11
|
%
|
(Dollars in millions)
|
2011
|
2010
|
2009
|
||||||
Segment sales
|
$
|
6,815
|
|
$
|
6,287
|
|
$
|
4,768
|
|
PTOI
|
$
|
971
|
|
$
|
994
|
|
$
|
287
|
|
PTOI margin
|
14
|
%
|
16
|
%
|
6
|
%
|
|
2011
|
2010
|
||
Change in segment sales from prior period due to:
|
|
|
||
Selling price
|
13
|
%
|
7
|
%
|
Volume
|
(4
|
)%
|
27
|
%
|
Portfolio / Other
|
(1
|
)%
|
(2
|
)%
|
Total change
|
8
|
%
|
32
|
%
|
(Dollars in millions)
|
2011
|
2010
|
2009
|
||||||
Segment sales
|
$
|
3,934
|
|
$
|
3,364
|
|
$
|
2,811
|
|
PTOI
|
$
|
500
|
|
$
|
454
|
|
$
|
260
|
|
PTOI margin
|
13
|
%
|
13
|
%
|
9
|
%
|
|
2011
|
2010
|
||
Change in segment sales from prior period due to:
|
|
|
||
Selling price
|
6
|
%
|
—
|
%
|
Volume
|
4
|
%
|
20
|
%
|
Portfolio / Other
|
7
|
%
|
—
|
%
|
Total change
|
17
|
%
|
20
|
%
|
(Dollars in millions)
|
2011
|
2010
|
2009
|
||||||
Segment sales
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
PTOI
|
$
|
289
|
|
$
|
489
|
|
$
|
1,037
|
|
|
December 31,
|
|||||
(Dollars in millions)
|
2011
|
2010
|
||||
Cash, cash equivalents and marketable securities
|
$
|
4,019
|
|
$
|
6,801
|
|
Total debt
|
12,553
|
|
10,270
|
|
|
Long-term
|
Short-term
|
Outlook
|
Standard & Poor's
|
A
|
A-1
|
Stable
|
Moody’s Investors Service
|
A2
|
P-1
|
Stable
|
Fitch Ratings
|
A
|
F1
|
Stable
|
(Dollars in millions)
|
2011
|
2010
|
2009
|
||||||
Cash provided by operating activities
|
$
|
5,152
|
|
$
|
4,559
|
|
$
|
4,741
|
|
(Dollars in millions)
|
2011
|
2010
|
2009
|
||||||
Cash used for investing activities
|
$
|
(6,238
|
)
|
$
|
(2,439
|
)
|
$
|
(4,298
|
)
|
(Dollars in millions)
|
2011
|
2010
|
2009
|
||||||
Cash provided by (used for) financing activities
|
$
|
403
|
|
$
|
(1,829
|
)
|
$
|
(97
|
)
|
(Dollars in millions)
|
2011
|
2010
|
2009
|
||||||
Cash provided by operating activities
|
$
|
5,152
|
|
$
|
4,559
|
|
$
|
4,741
|
|
Purchases of property, plant and equipment
|
(1,843
|
)
|
(1,508
|
)
|
(1,308
|
)
|
|||
Free cash flow
|
$
|
3,309
|
|
$
|
3,051
|
|
$
|
3,433
|
|
(Dollars in billions)
|
2011
|
2010
|
2009
|
||||||
Market-related value of assets
|
$
|
13.9
|
|
$
|
13.9
|
|
$
|
14.0
|
|
Fair value of plan assets
|
13.9
|
|
14.8
|
|
13.9
|
|
Pre-tax Earnings Benefit (Charge)
(Dollars in millions)
|
1/2 Percentage
Point
Increase
|
1/2 Percentage
Point
Decrease
|
||||
Discount rate
|
$
|
97
|
|
$
|
(101
|
)
|
Expected rate of return on plan assets
|
88
|
|
(88
|
)
|
|
|
Payments Due In
|
|||||||||||||
(Dollars in millions)
|
Total at
December 31,
2011
|
2012
|
2013 –
2014
|
2015 –
2016
|
2017 and
beyond
|
||||||||||
Long-term debt obligations
1
|
$
|
12,123
|
|
$
|
410
|
|
$
|
2,914
|
|
$
|
3,059
|
|
$
|
5,740
|
|
Expected cumulative cash requirements for
interest payments through maturity
|
3,731
|
|
481
|
|
793
|
|
642
|
|
1,815
|
|
|||||
Capital leases
1
|
25
|
|
2
|
|
6
|
|
6
|
|
11
|
|
|||||
Operating leases
|
1,247
|
|
293
|
|
445
|
|
279
|
|
230
|
|
|||||
Purchase obligations
2
|
|
|
|
|
|
|
|
|
|
|
|||||
Information technology infrastructure &
services
|
107
|
|
42
|
|
61
|
|
3
|
|
1
|
|
|||||
Raw material obligations
|
422
|
|
248
|
|
112
|
|
44
|
|
18
|
|
|||||
Utility obligations
|
182
|
|
54
|
|
60
|
|
20
|
|
48
|
|
|||||
INVISTA-related obligations
3
|
1,409
|
|
116
|
|
329
|
|
328
|
|
636
|
|
|||||
Human resource services
|
37
|
|
37
|
|
—
|
|
—
|
|
—
|
|
|||||
Other
|
82
|
|
50
|
|
23
|
|
8
|
|
1
|
|
|||||
Total purchase obligations
|
2,239
|
|
547
|
|
585
|
|
403
|
|
704
|
|
|||||
Other liabilities
1,4
|
|
|
|
|
|
|
|
|
|
|
|||||
Workers' compensation
|
83
|
|
13
|
|
37
|
|
15
|
|
18
|
|
|||||
Asset retirement obligations
|
59
|
|
1
|
|
20
|
|
4
|
|
34
|
|
|||||
Environmental remediation
|
416
|
|
100
|
|
160
|
|
53
|
|
103
|
|
|||||
Legal settlements
|
143
|
|
130
|
|
5
|
|
4
|
|
4
|
|
|||||
License agreements
5
|
706
|
|
155
|
|
308
|
|
243
|
|
—
|
|
|||||
Other
6
|
197
|
|
68
|
|
37
|
|
28
|
|
64
|
|
|||||
Total other long-term liabilities
|
1,604
|
|
467
|
|
567
|
|
347
|
|
223
|
|
|||||
Total contractual obligations
7
|
$
|
20,969
|
|
$
|
2,200
|
|
$
|
5,310
|
|
$
|
4,736
|
|
$
|
8,723
|
|
1.
|
Included in the Consolidated Financial Statements.
|
2.
|
Represents enforceable and legally binding agreements in excess of $1 million to purchase goods or services that specify fixed or minimum quantities; fixed, minimum or variable price provisions; and the approximate timing of the agreement.
|
3.
|
Primarily represents raw material supply obligations.
|
4.
|
Pension and other long-term employee benefit obligations have been excluded from the table as they are discussed below within Long-term Employee Benefits.
|
5.
|
Primarily represents remaining expected payments under Pioneer license agreements.
|
6.
|
Primarily represents employee-related benefits other than pensions and other long-term employee benefits.
|
7.
|
Due to uncertainty regarding the completion of tax audits and possible outcomes, the estimate of obligations related to unrecognized tax benefits cannot be made. See Note 5 to the Consolidated Financial Statements for additional detail.
|
(Dollars in millions)
|
2011
|
2010
|
2009
|
||||||
Defined benefit plan charges
|
$
|
656
|
|
$
|
557
|
|
$
|
155
|
|
Defined contribution plan charges
|
294
|
|
254
|
|
245
|
|
|||
Other long-term employee benefit plan charges
|
184
|
|
219
|
|
220
|
|
|||
|
$
|
1,134
|
|
$
|
1,030
|
|
$
|
620
|
|
(Dollars in millions)
|
2011
|
2010
|
2009
|
||||||
Environmental operating costs
|
$
|
587
|
|
$
|
551
|
|
$
|
528
|
|
Increase in remediation accrual
|
92
|
|
93
|
|
89
|
|
|||
|
$
|
679
|
|
$
|
644
|
|
$
|
617
|
|
(Dollars in millions)
|
|
||
Balance at December 31, 2009
|
$
|
396
|
|
Remediation payments
|
(82
|
)
|
|
Increase in remediation accrual
|
93
|
|
|
Balance at December 31, 2010
|
$
|
407
|
|
Remediation payments
|
(83
|
)
|
|
Increase in remediation accrual
|
92
|
|
|
Balance at December 31, 2011
|
$
|
416
|
|
(Dollars in millions)
|
2011
|
2010
|
2009
|
||||||
Pre-tax exchange loss
|
$
|
(163
|
)
|
$
|
(13
|
)
|
$
|
(205
|
)
|
Tax benefit (expense)
|
82
|
|
(71
|
)
|
91
|
|
|||
After-tax exchange loss
|
$
|
(81
|
)
|
$
|
(84
|
)
|
$
|
(114
|
)
|
|
Fair Value
Asset/(Liability)
|
Fair Value
Sensitivity
|
||||||||||
(Dollars in millions)
|
2011
|
2010
|
2011
|
2010
|
||||||||
Interest rate swaps
|
$
|
66
|
|
$
|
40
|
|
$
|
(40
|
)
|
$
|
(51
|
)
|
Foreign currency contracts
|
154
|
|
53
|
|
(541
|
)
|
(697
|
)
|
||||
Commodity contracts
|
(3
|
)
|
(72
|
)
|
(103
|
)
|
(79
|
)
|
|
Age
|
Executive
Officer
Since
|
Chair of the Board of Directors and Chief Executive Officer:
|
|
|
Ellen J. Kullman
|
56
|
2006
|
Other Executive Officers:
|
|
|
James C. Borel
|
56
|
2004
|
Executive Vice President
|
|
|
Benito Cachinero-Sánchez
|
53
|
2011
|
Senior Vice President - Human Resources
|
|
|
Thomas M. Connelly, Jr.
|
59
|
2000
|
Executive Vice President and Chief Innovation Officer
|
|
|
Nicholas C. Fanandakis
|
55
|
2009
|
Executive Vice President and Chief Financial Officer
|
|
|
Thomas L. Sager
|
61
|
2008
|
Senior Vice President and General Counsel
|
|
|
Mark P. Vergnano
|
54
|
2009
|
Executive Vice President
|
|
|
Plan Category
|
Number of Securities to
be Issued Upon Exercise
of Outstanding Options,
Warrants and Rights
|
|
Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights
2
|
Number of Securities
Remaining Available
for Future Issuance
Under Equity
Compensation Plans
3
|
|
||||
Equity compensation plans approved by
security holders
|
44,784
|
|
1
|
$
|
37.47
|
|
67,174
|
|
|
Equity compensation plans not
approved by security holders
|
5,802
|
|
4
|
$
|
44.53
|
|
—
|
|
5
|
Total
|
50,586
|
|
|
$
|
38.40
|
|
67,174
|
|
|
1.
|
Includes stock-settled time-vested and performance-based restricted stock units granted and stock units deferred under the company's Equity and Incentive Plan, Stock Performance Plan, Variable Compensation Plan and the Stock Accumulation and Deferred Compensation Plan for Directors. Performance-based restricted stock units reflect the maximum number of shares to be awarded at the conclusion of the performance cycle (200 percent of the original grant). The actual award payouts can range from zero to 200 percent of the original grant.
|
2.
|
Represents the weighted-average exercise price of the outstanding stock options only; the outstanding stock-settled time-vested and performance-based restricted stock units and deferred stock units are not included in this calculation.
|
3.
|
Reflects shares available pursuant to the issuance of stock options, restricted stock, restricted stock units or other stock-based awards under the amended Equity and Incentive Plan approved by the shareholders in April 2011 (see Note 18 to the company's Consolidated Financial Statements). The maximum number of shares of stock reserved for the grant or settlement of awards under the Equity and Incentive Plan (Share Limit) shall be 110,000 and shall be subject to adjustment as provided therein; provided that each share in excess of 30,000 issued under the Equity and Incentive Plan pursuant to any award settled in stock, other than a stock option or stock appreciation right, shall be counted against the foregoing Share Limit as four and one-half shares for every one share actually issued in connection with such award. (For example, if 32,000 shares of restricted stock are granted under the Equity and Incentive Plan, 39,000 shall be charged against the Share Limit in connection with that award.)
|
4.
|
Includes 12 deferred stock units resulting from base salary and short-term incentive (STIP) deferrals under the Management Deferred Compensation Plan (MDCP). Under the MDCP, a select group of management or highly compensated employees can elect to defer the receipt of their base salary, STIP or Long Term Incentive (LTI) award. LTI deferrals are included in footnote 1 to the above chart. The company does not match deferrals under the MDCP. There are seven core investment options under the MDCP for base salary and STIP deferrals, including deferred stock units with dividend equivalents credited as additional stock units. In general, deferred stock units are distributed in the form of DuPont common stock and may be made in the form of lump sum at a specified future date prior to retirement or a lump sum or annual installments after separation from service. Shareholder approval of the MDCP was not required under the rules of the New York Stock Exchange. This column also includes the following: (i) options totaling 5,416 granted under the company's 2002 Corporate Sharing Program (see Note 18 to the Consolidated Financial Statements); and (ii) 373 options from the conversion of DuPont Canada options to DuPont options in connection with the company's acquisition of the minority interest in DuPont Canada.
|
5.
|
There is no limit on the number of shares that can be issued under the MDCP and no further shares are available for issuance under the other equity compensation arrangements described in footnote 4 to the above chart.
|
(a)
|
Financial Statements, Financial Statement Schedules and Exhibits:
|
1.
|
Financial Statements (See the Index to the Consolidated Financial Statements on page F-1 of this report).
|
2.
|
Financial Statement Schedules
|
Year Ended December 31,
|
2011
|
2010
|
2009
|
||||||
Accounts Receivable—Allowance for Doubtful Receivables
|
|
|
|
|
|
|
|||
Balance at beginning of period
|
$
|
326
|
|
$
|
322
|
|
$
|
238
|
|
Additions charged to cost and expenses
|
73
|
|
75
|
|
112
|
|
|||
Deductions from reserves
|
(107
|
)
|
(71
|
)
|
(28
|
)
|
|||
Balance at end of period
|
$
|
292
|
|
$
|
326
|
|
$
|
322
|
|
Deferred Tax Assets—Valuation Allowance
|
|
|
|
|
|
|
|||
Balance at beginning of period
|
$
|
1,666
|
|
$
|
1,759
|
|
$
|
1,693
|
|
Net charges (benefits) to income tax expense
|
73
|
|
(19
|
)
|
55
|
|
|||
Additions charged to other comprehensive income (loss)
|
236
|
|
—
|
|
—
|
|
|||
Currency translation
|
(4
|
)
|
(74
|
)
|
11
|
|
|||
Balance at end of period
|
$
|
1,971
|
|
$
|
1,666
|
|
$
|
1,759
|
|
3.
|
Exhibits
|
Exhibit
Number
|
|
Description
|
|
|
|
3.1
|
|
Company’s Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the company’s Annual Report on Form 10-K for the year ended December 31, 2007).
|
|
|
|
3.2
|
|
Company’s Bylaws, as last amended effective November 1, 2009 (incorporated by reference to Exhibit 3.2 to the company’s Annual Report on Form 10-K for the year ended December 31, 2009).
|
|
|
|
4
|
|
The company agrees to provide the Commission, on request, copies of instruments defining the rights of holders of long-term debt of the company and its subsidiaries.
|
|
|
|
10.1*
|
|
The DuPont Stock Accumulation and Deferred Compensation Plan for Directors, as last amended effective January 1, 2009 (incorporated by reference to Exhibit 10.1 to the company’s Annual Report on Form 10-K for the year ended December 31, 2008).
|
|
|
|
10.2*
|
|
Company’s Supplemental Retirement Income Plan, as last amended effective June 4, 1996.
|
|
|
|
10.3*
|
|
Company’s Pension Restoration Plan, as restated effective July 17, 2006 (incorporated by reference to Exhibit 10.3 to the company’s Quarterly Report on Form 10-Q for the period ended June 30, 2011).
|
|
|
|
10.4*
|
|
Company’s Rules for Lump Sum Payments, as last amended effective December 20, 2007 (incorporated by reference to Exhibit 10.4 to the company’s Quarterly Report on Form 10-Q for the period ended June 30, 2011).
|
|
|
|
10.5*
|
|
Company’s Stock Performance Plan, as last amended effective January 25, 2007.
|
|
|
|
10.6*
|
|
Company’s Equity and Incentive Plan as amended and restated effective March 2, 2011 and approved by the company’s shareholders on April 27, 2011 (incorporated by reference to pages B1-B15 of the company’s Annual Meeting Proxy Statement dated March 18, 2011).
|
|
|
|
10.7*
|
|
Form of Award Terms under the company’s Equity and Incentive Plan (incorporated by reference to Exhibit 10.8 to the company’s Quarterly Report on Form 10-Q for the period ended March 31, 2009).
|
|
|
|
10.8*
|
|
Company’s Retirement Savings Restoration Plan, as last amended effective June 1, 2011 (incorporated by reference to Exhibit 10.8 to the company’s Quarterly Report on Form 10-Q for the period ended June 30, 2011).
|
|
|
|
10.9*
|
|
Company’s Retirement Income Plan for Directors, as last amended August 1995.
|
|
|
|
10.11*
|
|
Company’s Management Deferred Compensation Plan, adopted on May 2, 2008, as last amended May 12, 2010 (incorporated by reference to Exhibit 10.11 to the company’s Quarterly Report on Form 10-Q for the period ended June 30, 2010).
|
|
|
|
10.12*
|
|
Supplemental Deferral Terms for Deferred Long Term Incentive Awards and Deferred Variable Compensation Awards (incorporated by reference to Exhibit 10.15 to the company’s Annual Report on Form 10-K for the year ended December 31, 2008).
|
|
|
|
12
|
|
Computation of Ratio of Earnings to Fixed Charges.
|
|
|
|
21
|
|
Subsidiaries of the Registrant.
|
|
|
|
23
|
|
Consent of Independent Registered Public Accounting Firm.
|
Exhibit
Number
|
|
Description
|
|
|
|
31.1
|
|
Rule 13a-14(a)/15d-14(a) Certification of the company’s Principal Executive Officer.
|
|
|
|
31.2
|
|
Rule 13a-14(a)/15d-14(a) Certification of the company’s Principal Financial Officer.
|
|
|
|
32.1
|
|
Section 1350 Certification of the company’s Principal Executive Officer. The information contained in this Exhibit shall not be deemed filed with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by the registrant under the Securities Act of 1933, as amended.
|
|
|
|
32.2
|
|
Section 1350 Certification of the company’s Principal Financial Officer. The information contained in this Exhibit shall not be deemed filed with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by the registrant under the Securities Act of 1933, as amended.
|
|
|
|
95
|
|
Mine Safety Disclosures.
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
*
|
Management contract or compensatory plan or arrangement required to be filed as an exhibit to this Form 10-K.
|
February 8, 2012
|
|
|
|
E. I. DU PONT DE NEMOURS AND COMPANY
|
|
|
By:
|
/s/ Nicholas C. Fanandakis
|
|
|
Nicholas C. Fanandakis
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
|
Signature
|
|
Title(s)
|
|
Date
|
|
|
|
|
|
/s/ E. J. Kullman
|
|
Chair of the Board of Directors and
Chief Executive Officer and Director
(Principal Executive Officer)
|
|
February 8, 2012
|
E. J. Kullman
|
|
|
|
|
|
|
|
|
|
/s/ R. H. Brown
|
|
Director
|
|
February 8, 2012
|
R. H. Brown
|
|
|
|
|
|
|
|
|
|
/s/ R. A. Brown
|
|
Director
|
|
February 8, 2012
|
R. A. Brown
|
|
|
|
|
|
|
|
|
|
/s/ B. P. Collomb
|
|
Director
|
|
February 8, 2012
|
B. P. Collomb
|
|
|
|
|
|
|
|
|
|
/s/ C. J. Crawford
|
|
Director
|
|
February 8, 2012
|
C. J. Crawford
|
|
|
|
|
|
|
|
|
|
/s/ A. M. Cutler
|
|
Director
|
|
February 8, 2012
|
A. M. Cutler
|
|
|
|
|
|
|
|
|
|
/s/ E. I. du Pont, II
|
|
Director
|
|
February 8, 2012
|
E. I. du Pont, II
|
|
|
|
|
|
|
|
|
|
/s/ M. A. Hewson
|
|
Director
|
|
February 8, 2012
|
M. A. Hewson
|
|
|
|
|
|
|
|
|
|
/s/ L. D. Juliber
|
|
Director
|
|
February 8, 2012
|
L. D. Juliber
|
|
|
|
|
|
|
|
|
|
/s/ W. K. Reilly
|
|
Director
|
|
February 8, 2012
|
W. K. Reilly
|
|
|
|
|
|
|
|
|
|
/s/ L. M. Thomas
|
|
Director
|
|
February 8, 2012
|
L. M. Thomas
|
|
|
|
|
|
Page(s)
|
Consolidated Financial Statements:
|
|
i.
|
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
|
ii.
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorization of management and directors of the company; and
|
iii.
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use or disposition of the company's assets that could have a material effect on the financial statements.
|
|
|
|
Ellen J. Kullman
Chair of the Board and
Chief Executive Officer
|
|
Nicholas C. Fanandakis
Executive Vice President
and Chief Financial Officer
|
For the year ended December 31,
|
2011
|
2010
|
2009
|
||||||
Net sales
|
$
|
37,961
|
|
$
|
31,505
|
|
$
|
26,109
|
|
Other income, net
|
758
|
|
1,228
|
|
1,219
|
|
|||
Total
|
38,719
|
|
32,733
|
|
27,328
|
|
|||
Cost of goods sold and other operating charges
|
27,814
|
|
23,146
|
|
19,708
|
|
|||
Selling, general and administrative expenses
|
4,170
|
|
3,669
|
|
3,440
|
|
|||
Research and development expense
|
1,956
|
|
1,651
|
|
1,378
|
|
|||
Interest expense
|
447
|
|
590
|
|
408
|
|
|||
Employee separation/asset related charges, net
|
50
|
|
(34
|
)
|
210
|
|
|||
Total
|
34,437
|
|
29,022
|
|
25,144
|
|
|||
Income before income taxes
|
4,282
|
|
3,711
|
|
2,184
|
|
|||
Provision for income taxes
|
772
|
|
659
|
|
415
|
|
|||
Net income
|
3,510
|
|
3,052
|
|
1,769
|
|
|||
Less: Net income attributable to noncontrolling interests
|
36
|
|
21
|
|
14
|
|
|||
Net income attributable to DuPont
|
$
|
3,474
|
|
$
|
3,031
|
|
$
|
1,755
|
|
Basic earnings per share of common stock
|
$
|
3.73
|
|
$
|
3.32
|
|
$
|
1.93
|
|
Diluted earnings per share of common stock
|
$
|
3.68
|
|
$
|
3.28
|
|
$
|
1.92
|
|
December 31,
|
2011
|
2010
|
||||
Assets
|
|
|
|
|
||
Current assets
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
3,586
|
|
$
|
4,263
|
|
Marketable securities
|
433
|
|
2,538
|
|
||
Accounts and notes receivable, net
|
6,022
|
|
5,635
|
|
||
Inventories
|
7,195
|
|
5,967
|
|
||
Prepaid expenses
|
151
|
|
122
|
|
||
Deferred income taxes
|
671
|
|
534
|
|
||
Total current assets
|
18,058
|
|
19,059
|
|
||
Property, plant and equipment
|
32,761
|
|
29,967
|
|
||
Less: Accumulated depreciation
|
19,349
|
|
18,628
|
|
||
Net property, plant and equipment
|
13,412
|
|
11,339
|
|
||
Goodwill
|
5,413
|
|
2,617
|
|
||
Other intangible assets
|
5,413
|
|
2,704
|
|
||
Investment in affiliates
|
1,117
|
|
1,041
|
|
||
Deferred income taxes
|
4,067
|
|
2,772
|
|
||
Other assets
|
1,012
|
|
878
|
|
||
Total
|
$
|
48,492
|
|
$
|
40,410
|
|
Liabilities and Equity
|
|
|
|
|
||
Current liabilities
|
|
|
|
|
||
Accounts payable
|
$
|
4,816
|
|
$
|
4,349
|
|
Short-term borrowings and capital lease obligations
|
817
|
|
133
|
|
||
Income taxes
|
255
|
|
225
|
|
||
Other accrued liabilities
|
5,297
|
|
4,682
|
|
||
Total current liabilities
|
11,185
|
|
9,389
|
|
||
Long-term borrowings and capital lease obligations
|
11,736
|
|
10,137
|
|
||
Other liabilities
|
15,508
|
|
11,026
|
|
||
Deferred income taxes
|
1,001
|
|
115
|
|
||
Total liabilities
|
39,430
|
|
30,667
|
|
||
Commitments and contingent liabilities
|
|
|
|
|
||
Stockholders' Equity
|
|
|
|
|
||
Preferred stock, without par value – cumulative; 23,000,000 shares authorized;
issued at December 31, 2011 and 2010:
|
|
|
|
|
||
$4.50 Series – 1,673,000 shares (callable at $120)
|
167
|
|
167
|
|
||
$3.50 Series – 700,000 shares (callable at $102)
|
70
|
|
70
|
|
||
Common stock, $.30 par value; 1,800,000,000 shares authorized;
issued at December 31, 2011 – 1,013,164,000; 2010 – 1,004,351,000
|
304
|
|
301
|
|
||
Additional paid-in capital
|
10,107
|
|
9,227
|
|
||
Reinvested earnings
|
13,422
|
|
12,030
|
|
||
Accumulated other comprehensive loss
|
(8,750
|
)
|
(5,790
|
)
|
||
Common stock held in treasury, at cost
(Shares: December 31, 2011 and 2010 – 87,041,000)
|
(6,727
|
)
|
(6,727
|
)
|
||
Total DuPont stockholders' equity
|
8,593
|
|
9,278
|
|
||
Noncontrolling interests
|
469
|
|
465
|
|
||
Total equity
|
9,062
|
|
9,743
|
|
||
Total
|
$
|
48,492
|
|
$
|
40,410
|
|
|
Preferred
Stock
|
Common
Stock
|
Additional
Paid-in
Capital
|
Reinvested
Earnings
|
Accumu-lated
Other
Compre-
hensive
Loss
|
Treasury
Stock
|
Non-
controlling
Interests
|
Total
Equity
|
Compre-hensive
Income
|
||||||||||||||||||
2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance January 1, 2009
|
$
|
237
|
|
$
|
297
|
|
$
|
8,380
|
|
$
|
10,456
|
|
$
|
(5,518
|
)
|
$
|
(6,727
|
)
|
$
|
427
|
|
$
|
7,552
|
|
|
|
|
Acquisition of a majority interest in a consolidated
subsidiary
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
1
|
|
|
|
|||||||||
Purchase of subsidiary shares from noncontrolling
interest
|
|
|
|
|
|
|
|
|
|
|
|
|
(1
|
)
|
(1
|
)
|
|
|
|||||||||
Net income
|
|
|
|
|
|
|
1,755
|
|
|
|
|
|
14
|
|
1,769
|
|
$
|
1,769
|
|
||||||||
Cumulative translation adjustment
|
|
|
|
|
|
|
|
|
89
|
|
|
|
|
|
89
|
|
89
|
|
|||||||||
Net revaluation and clearance of cash flow hedges
to earnings
|
|
|
|
|
|
|
|
|
93
|
|
|
|
2
|
|
95
|
|
95
|
|
|||||||||
Pension benefit plans
|
|
|
|
|
|
|
|
|
(333
|
)
|
|
|
(4
|
)
|
(337
|
)
|
(337
|
)
|
|||||||||
Other benefit plans
|
|
|
|
|
|
|
|
|
(106
|
)
|
|
|
|
|
(106
|
)
|
(106
|
)
|
|||||||||
Net unrealized gain on securities
|
|
|
|
|
|
|
|
|
4
|
|
|
|
|
|
4
|
|
4
|
|
|||||||||
Total comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,514
|
|
||||||||
Common dividends ($1.64 per share)
|
|
|
|
|
|
|
(1,491
|
)
|
|
|
|
|
(3
|
)
|
(1,494
|
)
|
|
|
|||||||||
Preferred dividends
|
|
|
|
|
|
|
(10
|
)
|
|
|
|
|
|
|
(10
|
)
|
|
|
|||||||||
Common stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Issued – compensation plans
|
|
|
|
|
89
|
|
|
|
|
|
|
|
|
|
89
|
|
|
|
|||||||||
Balance December 31, 2009
|
$
|
237
|
|
$
|
297
|
|
$
|
8,469
|
|
$
|
10,710
|
|
$
|
(5,771
|
)
|
$
|
(6,727
|
)
|
$
|
436
|
|
$
|
7,651
|
|
|
|
|
2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Acquisition of a majority interest in a consolidated
subsidiary
|
|
|
|
|
|
|
|
|
|
|
|
|
9
|
|
9
|
|
|
|
|||||||||
Net income
|
|
|
|
|
|
|
3,031
|
|
|
|
|
|
21
|
|
3,052
|
|
$
|
3,052
|
|
||||||||
Cumulative translation adjustment
|
|
|
|
|
|
|
|
|
(6
|
)
|
|
|
|
|
(6
|
)
|
(6
|
)
|
|||||||||
Net revaluation and clearance of cash flow hedges
to earnings
|
|
|
|
|
|
|
|
|
34
|
|
|
|
3
|
|
37
|
|
37
|
|
|||||||||
Pension benefit plans
|
|
|
|
|
|
|
|
|
(65
|
)
|
|
|
(1
|
)
|
(66
|
)
|
(66
|
)
|
|||||||||
Other benefit plans
|
|
|
|
|
|
|
|
|
17
|
|
|
|
|
|
17
|
|
17
|
|
|||||||||
Net unrealized gain on securities
|
|
|
|
|
|
|
|
|
1
|
|
|
|
|
|
1
|
|
1
|
|
|||||||||
Total comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
3,035
|
|
||||||||
Common dividends ($1.64 per share)
|
|
|
|
|
|
|
(1,500
|
)
|
|
|
|
|
(3
|
)
|
(1,503
|
)
|
|
|
|||||||||
Preferred dividends
|
|
|
|
|
|
|
(10
|
)
|
|
|
|
|
|
|
(10
|
)
|
|
|
|||||||||
Common stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Issued – compensation plans
|
|
|
6
|
|
805
|
|
|
|
|
|
|
|
|
|
811
|
|
|
|
|||||||||
Repurchased
|
|
|
|
|
|
|
|
|
|
|
(250
|
)
|
|
|
(250
|
)
|
|
|
|||||||||
Retired
|
|
|
(2
|
)
|
(47
|
)
|
(201
|
)
|
|
|
250
|
|
|
|
—
|
|
|
|
|||||||||
Balance December 31, 2010
|
$
|
237
|
|
$
|
301
|
|
$
|
9,227
|
|
$
|
12,030
|
|
$
|
(5,790
|
)
|
$
|
(6,727
|
)
|
$
|
465
|
|
$
|
9,743
|
|
|
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Sale of a majority interest in a consolidated
subsidiary
|
|
|
|
|
|
|
|
|
|
|
|
|
(3
|
)
|
(3
|
)
|
|
|
|||||||||
Net income
|
|
|
|
|
|
|
3,474
|
|
|
|
|
|
36
|
|
3,510
|
|
$
|
3,510
|
|
||||||||
Cumulative translation adjustment
|
|
|
|
|
|
|
|
|
(457
|
)
|
|
|
|
|
(457
|
)
|
(457
|
)
|
|||||||||
Net revaluation and clearance of cash flow hedges
to earnings
|
|
|
|
|
|
|
|
|
72
|
|
|
|
(7
|
)
|
65
|
|
65
|
|
|||||||||
Pension benefit plans
|
|
|
|
|
|
|
|
|
(2,244
|
)
|
|
|
(11
|
)
|
(2,255
|
)
|
(2,255
|
)
|
|||||||||
Other benefit plans
|
|
|
|
|
|
|
|
|
(332
|
)
|
|
|
|
|
(332
|
)
|
(332
|
)
|
|||||||||
Net unrealized gain on securities
|
|
|
|
|
|
|
|
|
1
|
|
|
|
|
|
1
|
|
1
|
|
|||||||||
Total comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
532
|
|
||||||||
Common dividends ($1.64 per share)
|
|
|
|
|
|
|
(1,531
|
)
|
|
|
|
|
(11
|
)
|
(1,542
|
)
|
|
|
|||||||||
Preferred dividends
|
|
|
|
|
|
|
(10
|
)
|
|
|
|
|
|
|
(10
|
)
|
|
|
|||||||||
Common stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Issued – compensation plans
|
|
|
7
|
|
1,007
|
|
|
|
|
|
|
|
|
|
1,014
|
|
|
|
|||||||||
Repurchased
|
|
|
|
|
|
|
|
|
|
|
(672
|
)
|
|
|
(672
|
)
|
|
|
|||||||||
Retired
|
|
|
(4
|
)
|
(127
|
)
|
(541
|
)
|
|
|
672
|
|
|
|
—
|
|
|
|
|||||||||
Balance December 31, 2011
|
$
|
237
|
|
$
|
304
|
|
$
|
10,107
|
|
$
|
13,422
|
|
$
|
(8,750
|
)
|
$
|
(6,727
|
)
|
$
|
469
|
|
$
|
9,062
|
|
|
|
For the year ended December 31,
|
2011
|
2010
|
2009
|
||||||
Operating activities
|
|
|
|
|
|
|
|||
Net income
|
$
|
3,510
|
|
$
|
3,052
|
|
$
|
1,769
|
|
Adjustments to reconcile net income to cash provided by operating activities:
|
|
|
|
|
|
|
|||
Depreciation
|
1,283
|
|
1,204
|
|
1,251
|
|
|||
Amortization of intangible assets
|
277
|
|
176
|
|
252
|
|
|||
Other noncash charges and credits – net
|
992
|
|
809
|
|
976
|
|
|||
Contributions to pension plans
|
(341
|
)
|
(782
|
)
|
(306
|
)
|
|||
(Increase) decrease in operating assets:
|
|
|
|
|
|
|
|||
Accounts and notes receivable
|
(360
|
)
|
(481
|
)
|
69
|
|
|||
Inventories and other operating assets
|
(902
|
)
|
(512
|
)
|
481
|
|
|||
Increase (decrease) in operating liabilities:
|
|
|
|
|
|
|
|||
Accounts payable and other operating liabilities
|
526
|
|
1,010
|
|
(115
|
)
|
|||
Accrued interest and income taxes
|
167
|
|
83
|
|
364
|
|
|||
Cash provided by operating activities
|
5,152
|
|
4,559
|
|
4,741
|
|
|||
Investing activities
|
|
|
|
|
|
|
|||
Purchases of property, plant and equipment
|
(1,843
|
)
|
(1,508
|
)
|
(1,308
|
)
|
|||
Investments in affiliates
|
(67
|
)
|
(100
|
)
|
(124
|
)
|
|||
Payments for businesses – net of cash acquired
|
(6,459
|
)
|
(637
|
)
|
(13
|
)
|
|||
Proceeds from sale of assets – net of cash sold
|
214
|
|
195
|
|
91
|
|
|||
Net decrease (increase) in short-term financial instruments
|
2,149
|
|
(457
|
)
|
(2,016
|
)
|
|||
Forward exchange contract settlements
|
(227
|
)
|
176
|
|
(927
|
)
|
|||
Other investing activities – net
|
(5
|
)
|
(108
|
)
|
(1
|
)
|
|||
Cash used for investing activities
|
(6,238
|
)
|
(2,439
|
)
|
(4,298
|
)
|
|||
Financing activities
|
|
|
|
|
|
|
|||
Dividends paid to stockholders
|
(1,533
|
)
|
(1,501
|
)
|
(1,492
|
)
|
|||
Net increase (decrease) in short-term (less than 90 days) borrowings
|
185
|
|
20
|
|
(317
|
)
|
|||
Long-term and other borrowings:
|
|
|
|
|
|
|
|||
Receipts
|
2,539
|
|
2,061
|
|
3,685
|
|
|||
Payments
|
(1,163
|
)
|
(2,859
|
)
|
(1,977
|
)
|
|||
Repurchase of common stock
|
(672
|
)
|
(250
|
)
|
—
|
|
|||
Proceeds from exercise of stock options
|
952
|
|
708
|
|
1
|
|
|||
Other financing activities – net
|
95
|
|
(8
|
)
|
3
|
|
|||
Cash provided by (used for) financing activities
|
403
|
|
(1,829
|
)
|
(97
|
)
|
|||
Effect of exchange rate changes on cash
|
6
|
|
(49
|
)
|
30
|
|
|||
(Decrease) increase in cash and cash equivalents
|
(677
|
)
|
242
|
|
376
|
|
|||
Cash and cash equivalents at beginning of year
|
4,263
|
|
4,021
|
|
3,645
|
|
|||
Cash and cash equivalents at end of year
|
$
|
3,586
|
|
$
|
4,263
|
|
$
|
4,021
|
|
Supplemental cash flow information:
|
|
|
|
|
|
|
|||
Cash paid during the year for
|
|
|
|
|
|
|
|||
Interest, net of amounts capitalized
|
$
|
455
|
|
$
|
623
|
|
$
|
403
|
|
Taxes
|
527
|
|
416
|
|
63
|
|
Level 1
|
–
|
Quoted market prices in active markets for identical assets or liabilities;
|
|
|
|
Level 2
|
–
|
Significant other observable inputs (e.g. quoted prices for similar items in active markets, quoted prices for identical or similar items in markets that are not active, inputs other than quoted prices that are observable such as interest rate and yield curves, and market-corroborated inputs);
|
|
|
|
Level 3
|
–
|
Unobservable inputs for the asset or liability, which are valued based on management's estimates of assumptions that market participants would use in pricing the asset or liability.
|
|
Pro forma for the year ended December 31,
|
|||||
|
2011
|
2010
|
||||
Net sales
|
$
|
39,182
|
|
$
|
34,203
|
|
Net income attributable to DuPont
|
3,724
|
|
2,942
|
|
Fair value of assets acquired
|
|
||
Cash and cash equivalents
|
$
|
48
|
|
Accounts and notes receivable
1
|
522
|
|
|
Inventories
2
|
709
|
|
|
Property, plant and equipment
|
1,709
|
|
|
Goodwill
3
|
2,891
|
|
|
Other intangible assets
4
|
2,859
|
|
|
Other current and non-current assets
|
78
|
|
|
Total assets acquired
|
$
|
8,816
|
|
Fair value of liabilities assumed
|
|
||
Accounts payable and other accrued liabilities
|
$
|
489
|
|
Short-term borrowings
5
|
342
|
|
|
Long-term borrowings
5
|
323
|
|
|
Other liabilities
|
219
|
|
|
Deferred income taxes
6
|
1,026
|
|
|
Total liabilities assumed
|
$
|
2,399
|
|
1.
|
The gross amount of accounts and notes receivable acquired was
$531
, of which
$9
was expected to be uncollectible.
|
2.
|
The fair value of inventories acquired included a step-up in the value of
$175
, which was expensed to cost of goods sold and other operating charges in 2011.
|
3.
|
Goodwill will not be deductible for statutory tax purposes. Goodwill is attributable to Danisco's workforce and the synergies in technology, operations and market access that are expected from the acquisition. Approximately
$900
and
$2,000
of goodwill was allocated to the Industrial Biosciences and Nutrition & Health segments, respectively.
|
4.
|
Other intangible assets acquired of
$1,002
are indefinite-lived (see Note 10).
|
5.
|
Debt assumed has been paid off as of December 31, 2011.
|
6.
|
The deferred income tax liabilities assumed represent the adjustments for the tax impact of fair value adjustments, primarily relating to definite-lived intangible assets.
|
|
2011
|
2010
|
2009
|
||||||
Cozaar
®
/Hyzaar
®
income
|
$
|
282
|
|
$
|
483
|
|
$
|
1,032
|
|
Royalty income
|
194
|
|
146
|
|
127
|
|
|||
Interest income
|
110
|
|
93
|
|
91
|
|
|||
Equity in earnings of affiliates, excluding exchange gains/losses
1
|
191
|
|
179
|
|
86
|
|
|||
Net gains on sales of assets
|
90
|
|
127
|
|
63
|
|
|||
Net exchange losses
1
|
(163
|
)
|
(13
|
)
|
(205
|
)
|
|||
Miscellaneous income and expenses, net
2
|
54
|
|
213
|
|
25
|
|
|||
|
$
|
758
|
|
$
|
1,228
|
|
$
|
1,219
|
|
1.
|
The company routinely uses foreign currency exchange contracts to offset its net exposures, by currency, related to the foreign currency-denominated monetary assets and liabilities. The objective of this program is to maintain an approximately balanced position in foreign currencies in order to minimize, on an after-tax basis, the effects of exchange rate changes on net monetary asset positions. The net pre-tax exchange gains and losses are recorded in other income, net and the related tax impact is recorded in provision for income taxes on the Consolidated Income Statements. Exchange gains (losses) related to earnings of affiliates was
$1
,
$(2)
and
$13
for
2011
,
2010
and
2009
, respectively.
|
2.
|
Miscellaneous income and expenses, net, generally includes interest items, insurance recoveries, litigation settlements and other items.
|
Net charges to income in 2011
|
$
|
53
|
|
Payments
|
(4
|
)
|
|
Net translation adjustment
|
(1
|
)
|
|
Balance as of December 31, 2011
|
$
|
48
|
|
|
2011
|
2010
|
2009
|
||||||
Current tax expense (benefit):
|
|
|
|
|
|
|
|||
U.S. federal
|
$
|
397
|
|
$
|
(109
|
)
|
$
|
23
|
|
U.S. state and local
|
(11
|
)
|
—
|
|
(9
|
)
|
|||
International
|
586
|
|
454
|
|
328
|
|
|||
Total current tax expense
|
972
|
|
345
|
|
342
|
|
|||
Deferred tax expense (benefit):
|
|
|
|
|
|
|
|||
U.S. federal
|
(144
|
)
|
245
|
|
57
|
|
|||
U.S. state and local
|
(4
|
)
|
3
|
|
1
|
|
|||
International
|
(52
|
)
|
66
|
|
15
|
|
|||
Total deferred tax (benefit) expense
|
(200
|
)
|
314
|
|
73
|
|
|||
Provision for income taxes
|
$
|
772
|
|
$
|
659
|
|
$
|
415
|
|
|
2011
|
2010
|
||||||||||
|
Asset
|
Liability
|
Asset
|
Liability
|
||||||||
Depreciation
|
$
|
—
|
|
$
|
1,781
|
|
$
|
—
|
|
$
|
1,614
|
|
Accrued employee benefits
|
5,562
|
|
252
|
|
3,731
|
|
81
|
|
||||
Other accrued expenses
|
1,020
|
|
354
|
|
928
|
|
369
|
|
||||
Inventories
|
199
|
|
39
|
|
273
|
|
154
|
|
||||
Unrealized exchange gains/losses
|
—
|
|
35
|
|
34
|
|
—
|
|
||||
Tax loss/tax credit carryforwards/backs
|
2,854
|
|
—
|
|
2,680
|
|
—
|
|
||||
Investment in subsidiaries and affiliates
|
46
|
|
259
|
|
41
|
|
279
|
|
||||
Amortization of intangibles
|
69
|
|
1,399
|
|
53
|
|
636
|
|
||||
Other
|
250
|
|
279
|
|
314
|
|
144
|
|
||||
Valuation allowance
|
(1,971
|
)
|
—
|
|
(1,666
|
)
|
—
|
|
||||
|
$
|
8,029
|
|
$
|
4,398
|
|
$
|
6,388
|
|
$
|
3,277
|
|
Net deferred tax asset
|
$
|
3,631
|
|
|
|
$
|
3,111
|
|
|
|
|
2011
|
2010
|
2009
|
|||
Statutory U.S. federal income tax rate
|
35.0
|
%
|
35.0
|
%
|
35.0
|
%
|
Exchange gains/losses
1
|
(0.6
|
)
|
2.1
|
|
(0.7
|
)
|
Domestic operations
|
(3.0
|
)
|
(2.6
|
)
|
(2.0
|
)
|
Lower effective tax rates on international operations-net
|
(11.2
|
)
|
(14.9
|
)
|
(13.1
|
)
|
Tax settlements
|
(0.2
|
)
|
(1.8
|
)
|
(0.2
|
)
|
Sale of a business
|
(2.0
|
)
|
—
|
|
—
|
|
|
18.0
|
%
|
17.8
|
%
|
19.0
|
%
|
1.
|
Principally reflects the impact of non-taxable exchange gains and losses resulting from remeasurement of foreign currency-denominated monetary assets and liabilities. Further information about the company's foreign currency hedging program is included in Note 19 under the heading Foreign Currency Risk.
|
|
2011
|
2010
|
2009
|
||||||
U.S. (including exports)
|
$
|
860
|
|
$
|
949
|
|
$
|
171
|
|
International
|
3,422
|
|
2,762
|
|
2,013
|
|
|||
|
$
|
4,282
|
|
$
|
3,711
|
|
$
|
2,184
|
|
|
2011
|
2010
|
2009
|
||||||
Total unrecognized tax benefits as of January 1
|
$
|
693
|
|
$
|
739
|
|
$
|
677
|
|
Gross amounts of decreases in unrecognized tax benefits as a result of tax positions
taken during the prior period
|
(82
|
)
|
(155
|
)
|
(60
|
)
|
|||
Gross amounts of increases in unrecognized tax benefits as a result of tax positions
taken during the prior period
|
170
|
|
169
|
|
68
|
|
|||
Gross amounts of increases in unrecognized tax benefits as a result of tax positions
taken during the current period
|
79
|
|
51
|
|
42
|
|
|||
Amount of decreases in the unrecognized tax benefits relating to settlements with taxing
authorities
|
(6
|
)
|
(90
|
)
|
(9
|
)
|
|||
Reduction to unrecognized tax benefits as a result of a lapse of the applicable statue of
limitations
|
(32
|
)
|
(24
|
)
|
(10
|
)
|
|||
Exchange gain (loss)
|
(22
|
)
|
3
|
|
31
|
|
|||
Total unrecognized tax benefits as of December 31
|
$
|
800
|
|
$
|
693
|
|
$
|
739
|
|
Total unrecognized tax benefits that, if recognized, would impact the effective tax rate
|
$
|
683
|
|
$
|
545
|
|
$
|
566
|
|
Total amount of interest and penalties recognized in the Consolidated Income Statements
|
$
|
7
|
|
$
|
(70
|
)
|
$
|
12
|
|
Total amount of interest and penalties recognized in the Consolidated Balance Sheets
|
$
|
113
|
|
$
|
99
|
|
$
|
125
|
|
|
2011
|
2010
|
2009
|
||||||
Numerator:
|
|
|
|
|
|
|
|||
Net income attributable to DuPont
|
$
|
3,474
|
|
$
|
3,031
|
|
$
|
1,755
|
|
Preferred dividends
|
(10
|
)
|
(10
|
)
|
(10
|
)
|
|||
Net income available to common stockholders
|
$
|
3,464
|
|
$
|
3,021
|
|
$
|
1,745
|
|
Denominator:
|
|
|
|
|
|
|
|||
Weighted-average number of common shares outstanding – Basic
|
928,417,000
|
|
908,860,000
|
|
904,395,000
|
|
|||
Dilutive effect of the company's employee compensation plans
|
12,612,000
|
|
12,795,000
|
|
4,317,000
|
|
|||
Weighted average number of common shares outstanding – Diluted
|
941,029,000
|
|
921,655,000
|
|
908,712,000
|
|
|
2011
|
2010
|
2009
|
|||
Average number of stock options
|
4,361,000
|
|
45,508,000
|
|
72,899,000
|
|
December 31,
|
2011
|
2010
|
||||
Accounts receivable – trade
1
|
$
|
4,598
|
|
$
|
4,124
|
|
Notes receivable – trade
1,2
|
207
|
|
219
|
|
||
Other
3
|
1,217
|
|
1,292
|
|
||
|
$
|
6,022
|
|
$
|
5,635
|
|
1.
|
Accounts and notes receivable – trade are net of allowances of
$292
in
2011
and
$326
in
2010
. Allowances are equal to the estimated uncollectible amounts. That estimate is based on historical collection experience, current economic and market conditions, and review of the current status of customer's accounts.
|
2.
|
Notes receivable – trade primarily consists of receivables within the Agriculture segment for deferred payment loan programs for the sale of seed products to customers. These loans have terms of one year or less and are primarily concentrated in North America. The company maintains a rigid pre-approval process for extending credit to customers in order to manage overall risk and exposure associated with credit losses. As of
December 31, 2011
and
2010
, there were no significant past due notes receivable, nor were there any significant impairments related to current loan agreements.
|
3.
|
Other includes receivables in relation to Cozaar
®
/Hyzaar
®
interests, fair value of derivative instruments, value added tax, general sales tax and other taxes.
|
December 31,
|
2011
|
2010
|
||||
Finished products
|
$
|
4,541
|
|
$
|
3,733
|
|
Semifinished products
|
2,293
|
|
2,022
|
|
||
Raw materials, stores and supplies
|
1,262
|
|
855
|
|
||
|
8,096
|
|
6,610
|
|
||
Adjustment of inventories to a LIFO basis
|
(901
|
)
|
(643
|
)
|
||
|
$
|
7,195
|
|
$
|
5,967
|
|
December 31,
|
2011
|
2010
|
||||
Buildings
|
$
|
5,297
|
|
$
|
4,492
|
|
Equipment
|
25,338
|
|
23,384
|
|
||
Land
|
669
|
|
544
|
|
||
Construction
|
1,457
|
|
1,547
|
|
||
|
$
|
32,761
|
|
$
|
29,967
|
|
|
Balance as of December 31, 2011
|
Goodwill
Adjustments
and
Acquisitions
|
Balance as of December 31, 2010
|
Goodwill
Adjustments
and
Acquisitions
|
Balance as of December 31, 2009
|
||||||||||
Agriculture
|
$
|
232
|
|
$
|
4
|
|
$
|
228
|
|
$
|
176
|
|
$
|
52
|
|
Electronics & Communications
|
149
|
|
32
|
|
117
|
|
(2
|
)
|
119
|
|
|||||
Industrial Biosciences
|
866
|
|
866
|
|
—
|
|
—
|
|
—
|
|
|||||
Nutrition & Health
|
2,322
|
|
1,898
|
|
424
|
|
—
|
|
424
|
|
|||||
Performance Chemicals
|
185
|
|
—
|
|
185
|
|
2
|
|
183
|
|
|||||
Performance Coatings
|
809
|
|
—
|
|
809
|
|
—
|
|
809
|
|
|||||
Performance Materials
|
404
|
|
(6
|
)
|
410
|
|
(3
|
)
|
413
|
|
|||||
Safety & Protection
|
446
|
|
2
|
|
444
|
|
307
|
|
137
|
|
|||||
Total
|
$
|
5,413
|
|
$
|
2,796
|
|
$
|
2,617
|
|
$
|
480
|
|
$
|
2,137
|
|
|
December 31, 2011
|
December 31, 2010
|
||||||||||||||||
|
Gross
|
Accumulated
Amortization
|
Net
|
Gross
|
Accumulated
Amortization
|
Net
|
||||||||||||
Intangible assets subject to amortization
(Definite-lived)
|
|
|
|
|
|
|
||||||||||||
Customer lists
|
$
|
1,841
|
|
$
|
(220
|
)
|
$
|
1,621
|
|
$
|
525
|
|
$
|
(160
|
)
|
$
|
365
|
|
Patents
|
518
|
|
(77
|
)
|
441
|
|
118
|
|
(44
|
)
|
74
|
|
||||||
Purchased and licensed technology
|
1,854
|
|
(878
|
)
|
976
|
|
1,617
|
|
(765
|
)
|
852
|
|
||||||
Trademarks
|
57
|
|
(25
|
)
|
32
|
|
57
|
|
(22
|
)
|
35
|
|
||||||
Other
1
|
330
|
|
(151
|
)
|
179
|
|
333
|
|
(163
|
)
|
170
|
|
||||||
|
4,600
|
|
(1,351
|
)
|
3,249
|
|
2,650
|
|
(1,154
|
)
|
1,496
|
|
||||||
Intangible assets not subject to amortization
(Indefinite-lived)
|
|
|
|
|
|
|
||||||||||||
In-process research and development
|
70
|
|
—
|
|
70
|
|
—
|
|
—
|
|
—
|
|
||||||
Microbial cell factories
2
|
306
|
|
—
|
|
306
|
|
—
|
|
—
|
|
—
|
|
||||||
Pioneer germplasm
3
|
975
|
|
—
|
|
975
|
|
975
|
|
—
|
|
975
|
|
||||||
Trademarks/tradenames
|
813
|
|
—
|
|
813
|
|
233
|
|
—
|
|
233
|
|
||||||
|
2,164
|
|
—
|
|
2,164
|
|
1,208
|
|
—
|
|
1,208
|
|
||||||
Total
|
$
|
6,764
|
|
$
|
(1,351
|
)
|
$
|
5,413
|
|
$
|
3,858
|
|
$
|
(1,154
|
)
|
$
|
2,704
|
|
1.
|
Primarily consists of sales and grower networks, marketing and manufacturing alliances and noncompetition agreements.
|
2.
|
Microbial cell factories, derived from natural microbes, are used to sustainably produce enzymes, peptides and chemicals using natural metabolic processes. The company recognized the microbial cell factories as an intangible asset upon the acquisition of Danisco. This intangible asset is expected to contribute to cash flows beyond the foreseeable future and there are no legal, regulatory, contractual, or other factors which limit its useful life.
|
3.
|
Pioneer germplasm is the pool of genetic source material and body of knowledge gained from the development and delivery stage of plant breeding. The company recognized germplasm as an intangible asset upon the acquisition of Pioneer. This intangible asset is expected to contribute to cash flows beyond the foreseeable future and there are no legal, regulatory, contractual, or other factors which limit its useful life.
|
December 31,
|
2011
|
2010
|
||||
Commercial paper
|
$
|
390
|
|
$
|
—
|
|
Other loans-various currencies
|
15
|
|
128
|
|
||
Long-term debt payable within one year
|
410
|
|
4
|
|
||
Capital lease obligations
|
2
|
|
1
|
|
||
|
$
|
817
|
|
$
|
133
|
|
December 31,
|
2011
|
2010
|
||||
Compensation and other employee-related costs
|
$
|
1,189
|
|
$
|
1,124
|
|
Deferred revenue
|
2,153
|
|
1,703
|
|
||
Employee benefits (Note 17)
|
423
|
|
443
|
|
||
Discounts and rebates
|
356
|
|
332
|
|
||
Derivative instruments
|
36
|
|
132
|
|
||
Miscellaneous
|
1,140
|
|
948
|
|
||
|
$
|
5,297
|
|
$
|
4,682
|
|
December 31,
|
2011
|
2010
|
||||
U.S. dollar:
|
|
|
||||
Medium-term notes due 2013 – 2041
1
|
$
|
401
|
|
$
|
420
|
|
4.75% notes due 2012
2
|
400
|
|
400
|
|
||
5.00% notes due 2013
|
250
|
|
250
|
|
||
5.00% notes due 2013
|
747
|
|
746
|
|
||
5.875% notes due 2014
|
170
|
|
170
|
|
||
1.75% notes due 2014
|
400
|
|
—
|
|
||
Floating rate notes due 2014
3
|
600
|
|
—
|
|
||
4.875% notes due 2014
|
499
|
|
498
|
|
||
3.25% notes due 2015
4
|
1,065
|
|
1,038
|
|
||
4.75% notes due 2015
|
399
|
|
399
|
|
||
1.95% notes due 2016
|
496
|
|
495
|
|
||
2.75% notes due 2016
|
499
|
|
—
|
|
||
5.25% notes due 2016
|
599
|
|
599
|
|
||
6.00% notes due 2018
5
|
1,405
|
|
1,425
|
|
||
5.75% notes due 2019
|
499
|
|
498
|
|
||
4.625% notes due 2020
|
997
|
|
996
|
|
||
3.625% notes due 2021
|
999
|
|
999
|
|
||
4.25% notes due 2021
|
499
|
|
—
|
|
||
6.50% debentures due 2028
|
299
|
|
299
|
|
||
5.60% notes due 2036
|
395
|
|
395
|
|
||
4.90% notes due 2041
|
493
|
|
493
|
|
||
Other loans (average interest rate of 2.0 percent)
2
|
8
|
|
9
|
|
||
Other loans-various currencies
2
|
4
|
|
8
|
|
||
|
12,123
|
|
10,137
|
|
||
Less short-term portion of long-term debt
|
410
|
|
4
|
|
||
|
11,713
|
|
10,133
|
|
||
Capital lease obligations
|
23
|
|
4
|
|
||
Total
|
$
|
11,736
|
|
$
|
10,137
|
|
1.
|
Average interest rates on medium-term notes at
December 31, 2011
and
2010
were
3.7%
and
3.4%
, respectively.
|
2.
|
Includes long-term debt due within one year.
|
3.
|
Interest rate on floating rate notes at
December 31, 2011
was
1.0%
.
|
4.
|
At
December 31, 2011
and
2010
, the company had outstanding interest rate swap agreements with gross notional amounts of
$1,000
. Over the remaining terms of the notes, the company will receive fixed payments equivalent to the underlying debt and pay floating payments based on USD LIBOR (London Interbank Offered Rate) . The fair value of outstanding swaps was an asset of
$66
and
$40
at
December 31, 2011
and
2010
, respectively.
|
5.
|
During 2008, the interest rate swap agreement associated with these notes was terminated. The gain will be amortized over the remaining life of the bond, resulting in an effective yield of
3.85%
.
|
December 31,
|
2011
|
2010
|
||||
Employee benefits:
|
|
|
|
|
||
Accrued other long-term benefit costs (Note 17)
|
$
|
4,063
|
|
$
|
3,670
|
|
Accrued pension benefit costs (Note 17)
|
9,186
|
|
5,401
|
|
||
Accrued environmental remediation costs
|
316
|
|
317
|
|
||
Miscellaneous
|
1,943
|
|
1,638
|
|
||
|
$
|
15,508
|
|
$
|
11,026
|
|
|
Short-Term
|
Long-Term
|
Total
|
||||||
Obligations for customers and suppliers
1
:
|
|
|
|
|
|
|
|||
Bank borrowings (terms up to 5 years)
|
$
|
278
|
|
$
|
83
|
|
$
|
361
|
|
Leases on equipment and facilities (terms up to 3 years)
|
—
|
|
1
|
|
1
|
|
|||
Obligations for equity affiliates
2
:
|
|
|
|
|
|
|
|||
Bank borrowings (terms less than 2 years)
|
199
|
|
2
|
|
201
|
|
|||
Total obligations for customers, suppliers, and equity affiliates
|
477
|
|
86
|
|
563
|
|
|||
Obligations for divested subsidiaries:
|
|
|
|
|
|
|
|||
Conoco (terms up to 15 years)
3
|
—
|
|
16
|
|
16
|
|
|||
Other (terms up to 6 years)
|
—
|
|
4
|
|
4
|
|
|||
Total
|
$
|
477
|
|
$
|
106
|
|
$
|
583
|
|
3.
|
The company has guaranteed certain obligations and liabilities related to a divested subsidiary, Conoco, which has indemnified the company for any liabilities the company may incur pursuant to these guarantees.
|
|
Pre-tax
|
Tax
|
After-tax
|
||||||
2011
|
|
|
|
||||||
Cumulative translation adjustment
|
$
|
(457
|
)
|
$
|
—
|
|
$
|
(457
|
)
|
Net revaluation and clearance of cash flow hedges to earnings
|
113
|
|
(41
|
)
|
72
|
|
|||
Pension benefits (Note 17)
|
(3,431
|
)
|
1,187
|
|
(2,244
|
)
|
|||
Other benefits (Note 17)
|
(509
|
)
|
177
|
|
(332
|
)
|
|||
Net unrealized gains on securities
|
2
|
|
(1
|
)
|
1
|
|
|||
Other comprehensive loss attributable to noncontrolling interest
|
(18
|
)
|
—
|
|
(18
|
)
|
|||
Other comprehensive loss attributable to DuPont
|
$
|
(4,300
|
)
|
$
|
1,322
|
|
$
|
(2,978
|
)
|
2010
|
|
|
|
||||||
Cumulative translation adjustment
|
$
|
(6
|
)
|
$
|
—
|
|
$
|
(6
|
)
|
Net revaluation and clearance of cash flow hedges to earnings
|
54
|
|
(20
|
)
|
34
|
|
|||
Pension benefits (Note 17)
|
(111
|
)
|
46
|
|
(65
|
)
|
|||
Other benefits (Note 17)
|
47
|
|
(30
|
)
|
17
|
|
|||
Net unrealized gains on securities
|
2
|
|
(1
|
)
|
1
|
|
|||
Other comprehensive income attributable to noncontrolling interest
|
2
|
|
—
|
|
2
|
|
|||
Other comprehensive loss attributable to DuPont
|
$
|
(12
|
)
|
$
|
(5
|
)
|
$
|
(17
|
)
|
2009
|
|
|
|
||||||
Cumulative translation adjustment
|
$
|
89
|
|
$
|
—
|
|
$
|
89
|
|
Net revaluation and clearance of cash flow hedges to earnings
|
145
|
|
(52
|
)
|
93
|
|
|||
Pension benefits (Note 17)
|
(485
|
)
|
152
|
|
(333
|
)
|
|||
Other benefits (Note 17)
|
(162
|
)
|
56
|
|
(106
|
)
|
|||
Net unrealized gains on securities
|
6
|
|
(2
|
)
|
4
|
|
|||
Other comprehensive loss attributable to noncontrolling interest
|
(2
|
)
|
—
|
|
(2
|
)
|
|||
Other comprehensive loss attributable to DuPont
|
$
|
(409
|
)
|
$
|
154
|
|
$
|
(255
|
)
|
December 31,
|
2011
|
2010
|
2009
|
||||||
Cumulative translation adjustment
|
$
|
(244
|
)
|
$
|
213
|
|
$
|
219
|
|
Net revaluation and clearance of cash flow hedges to earnings
|
41
|
|
(31
|
)
|
(65
|
)
|
|||
Net unrealized gains on securities
|
3
|
|
2
|
|
1
|
|
|||
Pension benefits
|
|
|
|
||||||
Net losses
|
(8,204
|
)
|
(5,950
|
)
|
(5,873
|
)
|
|||
Net prior service cost
|
(72
|
)
|
(82
|
)
|
(94
|
)
|
|||
Other benefits
|
|
|
|
||||||
Net losses
|
(824
|
)
|
(577
|
)
|
(551
|
)
|
|||
Net prior service benefit
|
550
|
|
635
|
|
592
|
|
|||
|
$
|
(8,750
|
)
|
$
|
(5,790
|
)
|
$
|
(5,771
|
)
|
|
Pension Benefits
|
Other Benefits
|
||||||||||||||
Obligations and Funded Status at December 31,
|
2011
|
2010
|
2011
|
2010
|
||||||||||||
Change in benefit obligation
|
|
|
|
|
|
|
|
|
||||||||
Benefit obligation at beginning of year
|
$
|
23,924
|
|
|
$
|
22,770
|
|
|
$
|
3,989
|
|
|
$
|
4,132
|
|
|
Service cost
|
249
|
|
|
207
|
|
|
33
|
|
|
29
|
|
|
||||
Interest cost
|
1,253
|
|
|
1,262
|
|
|
212
|
|
|
238
|
|
|
||||
Plan participants' contributions
|
21
|
|
|
18
|
|
|
112
|
|
|
114
|
|
|
||||
Actuarial loss
|
3,062
|
|
|
1,218
|
|
|
441
|
|
|
96
|
|
|
||||
Benefits paid
|
(1,610
|
)
|
|
(1,584
|
)
|
|
(424
|
)
|
|
(435
|
)
|
|
||||
Amendments
|
2
|
|
|
—
|
|
|
11
|
|
|
(189
|
)
|
1
|
||||
Net effects of acquisitions/divestitures
|
182
|
|
|
33
|
|
|
5
|
|
|
4
|
|
|
||||
Benefit obligation at end of year
|
$
|
27,083
|
|
|
$
|
23,924
|
|
|
$
|
4,379
|
|
|
$
|
3,989
|
|
|
Change in plan assets
|
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of year
|
$
|
18,403
|
|
|
$
|
17,143
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Actual gain on plan assets
|
471
|
|
|
2,015
|
|
|
—
|
|
|
—
|
|
|
||||
Employer contributions
|
341
|
|
|
782
|
|
|
312
|
|
|
321
|
|
|
||||
Plan participants' contributions
|
21
|
|
|
18
|
|
|
112
|
|
|
114
|
|
|
||||
Benefits paid
|
(1,610
|
)
|
|
(1,584
|
)
|
|
(424
|
)
|
|
(435
|
)
|
|
||||
Net effects of acquisitions/divestitures
|
168
|
|
|
29
|
|
|
—
|
|
|
—
|
|
|
||||
Fair value of plan assets at end of year
|
$
|
17,794
|
|
|
$
|
18,403
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Funded status
|
|
|
|
|
|
|
|
|
||||||||
U.S. plans with plan assets
|
$
|
(6,894
|
)
|
|
$
|
(3,408
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Non-U.S. plans with plan assets
|
(901
|
)
|
|
(652
|
)
|
|
—
|
|
|
—
|
|
|
||||
All other plans
|
(1,494
|
)
|
2
|
(1,461
|
)
|
2
|
(4,379
|
)
|
|
(3,989
|
)
|
|
||||
Total
|
$
|
(9,289
|
)
|
|
$
|
(5,521
|
)
|
|
$
|
(4,379
|
)
|
|
$
|
(3,989
|
)
|
|
Amounts recognized in the Consolidated Balance
Sheets consist of:
|
|
|
|
|
|
|
|
|
||||||||
Other assets
|
$
|
4
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Other accrued liabilities (Note 12)
|
(107
|
)
|
|
(124
|
)
|
|
(316
|
)
|
|
(319
|
)
|
|
||||
Other liabilities (Note 14)
|
(9,186
|
)
|
|
(5,401
|
)
|
|
(4,063
|
)
|
|
(3,670
|
)
|
|
||||
Net amount recognized
|
$
|
(9,289
|
)
|
|
$
|
(5,521
|
)
|
|
$
|
(4,379
|
)
|
|
$
|
(3,989
|
)
|
|
1.
|
Change is primarily due to an amendment in
2010
to the company's U.S. parent company retiree medical plan to take advantage of a
50 percent
discount from brand name drug manufacturers in the "coverage gap" portion of the Medicare Part D plan. The plan amendment has no effect on current or future retirees' coverage.
|
2.
|
Includes pension plans maintained around the world where funding is not customary.
|
|
Pension Benefits
|
Other Benefits
|
||||||||||
December 31,
|
2011
|
2010
|
2011
|
2010
|
||||||||
Net loss
|
$
|
(12,477
|
)
|
$
|
(9,032
|
)
|
$
|
(1,266
|
)
|
$
|
(889
|
)
|
Prior service (cost) benefit
|
(99
|
)
|
(114
|
)
|
862
|
|
994
|
|
||||
|
$
|
(12,576
|
)
|
$
|
(9,146
|
)
|
$
|
(404
|
)
|
$
|
105
|
|
Information for pension plans with projected benefit obligation in excess of plan assets
|
2011
|
2010
|
||||
Projected benefit obligation
|
$
|
27,002
|
|
$
|
23,707
|
|
Accumulated benefit obligation
|
25,049
|
|
21,962
|
|
||
Fair value of plan assets
|
17,710
|
|
18,183
|
|
Information for pension plans with accumulated benefit obligations in excess of plan assets
|
2011
|
2010
|
||||
Projected benefit obligation
|
$
|
25,810
|
|
$
|
23,481
|
|
Accumulated benefit obligation
|
23,974
|
|
21,807
|
|
||
Fair value of plan assets
|
16,576
|
|
18,017
|
|
|
Pension Benefits
|
||||||||
Components of net periodic benefit cost (credit) and amounts recognized in other
comprehensive income
|
2011
|
2010
|
2009
|
||||||
Net periodic benefit cost
|
|
|
|
||||||
Service cost
|
$
|
249
|
|
$
|
207
|
|
$
|
192
|
|
Interest cost
|
1,253
|
|
1,262
|
|
1,270
|
|
|||
Expected return on plan assets
|
(1,475
|
)
|
(1,435
|
)
|
(1,603
|
)
|
|||
Amortization of loss
|
613
|
|
507
|
|
278
|
|
|||
Amortization of prior service cost
|
16
|
|
16
|
|
18
|
|
|||
Net periodic benefit cost
|
$
|
656
|
|
$
|
557
|
|
$
|
155
|
|
Changes in plan assets and benefit obligations recognized in other
comprehensive income
|
|
|
|
||||||
Net loss
|
$
|
4,058
|
|
$
|
634
|
|
$
|
781
|
|
Amortization of loss
|
(613
|
)
|
(507
|
)
|
(278
|
)
|
|||
Prior service cost
|
2
|
|
—
|
|
—
|
|
|||
Amortization of prior service cost
|
(16
|
)
|
(16
|
)
|
(18
|
)
|
|||
Total recognized in other comprehensive income
|
$
|
3,431
|
|
$
|
111
|
|
$
|
485
|
|
Total recognized in net periodic benefit cost and other comprehensive income
|
$
|
4,087
|
|
$
|
668
|
|
$
|
640
|
|
|
Other Benefits
|
||||||||
Components of net periodic benefit cost and amounts recognized in other
comprehensive income
|
2011
|
2010
|
2009
|
||||||
Net periodic benefit cost
|
|
|
|
||||||
Service cost
|
$
|
33
|
|
$
|
29
|
|
$
|
31
|
|
Interest cost
|
212
|
|
238
|
|
245
|
|
|||
Amortization of loss
|
60
|
|
58
|
|
50
|
|
|||
Amortization of prior service benefit
|
(121
|
)
|
(106
|
)
|
(106
|
)
|
|||
Net periodic benefit cost
|
$
|
184
|
|
$
|
219
|
|
$
|
220
|
|
Changes in plan assets and benefit obligations recognized in other
comprehensive income
|
|
|
|
||||||
Net loss
|
$
|
437
|
|
$
|
94
|
|
$
|
110
|
|
Amortization of loss
|
(60
|
)
|
(58
|
)
|
(50
|
)
|
|||
Prior service cost
|
11
|
|
(189
|
)
|
(4
|
)
|
|||
Amortization of prior service benefit
|
121
|
|
106
|
|
106
|
|
|||
Total recognized in other comprehensive income
|
$
|
509
|
|
$
|
(47
|
)
|
$
|
162
|
|
Total recognized in net periodic benefit cost and other comprehensive income
|
$
|
693
|
|
$
|
172
|
|
$
|
382
|
|
|
Pension Benefits
|
Other Benefits
|
||||||||||
Weighted-average assumptions used to determine net
periodic benefit cost for the years ended December 31,
|
2011
|
2010
|
2009
|
2011
|
2010
|
2009
|
||||||
Discount rate
|
5.32
|
%
|
5.80
|
%
|
6.14
|
%
|
5.50
|
%
|
6.00
|
%
|
6.25
|
%
|
Expected return on plan assets
|
8.73
|
%
|
8.64
|
%
|
8.75
|
%
|
—
|
%
|
—
|
%
|
—
|
%
|
Rate of compensation increase
|
4.24
|
%
|
4.24
|
%
|
4.30
|
%
|
4.50
|
%
|
4.50
|
%
|
4.50
|
%
|
Assumed health care cost trend rates at December 31,
|
2011
|
2010
|
||
Health care cost trend rate assumed for next year
|
8
|
%
|
8
|
%
|
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)
|
5
|
%
|
5
|
%
|
Year that the rate reaches the ultimate trend rate
|
2015
|
|
2014
|
|
|
1-Percentage
Point Increase
|
1-Percentage
Point Decrease
|
||||
Increase (decrease) on total of service and interest cost
|
$
|
6
|
|
$
|
(5
|
)
|
Increase (decrease) on post-retirement benefit obligation
|
84
|
|
(80
|
)
|
|
Fair Value Measurements at December 31, 2011
|
|||||||||||
Asset Category
|
Total
|
Level 1
|
Level 2
|
Level 3
|
||||||||
Cash and cash equivalents
|
$
|
2,085
|
|
$
|
1,962
|
|
$
|
123
|
|
$
|
—
|
|
U.S. equity securities
1
|
3,624
|
|
3,576
|
|
20
|
|
28
|
|
||||
Non-U.S. equity securities
|
3,227
|
|
3,166
|
|
61
|
|
—
|
|
||||
Debt – government issued
|
1,596
|
|
391
|
|
1,205
|
|
—
|
|
||||
Debt – corporate issued
|
1,844
|
|
114
|
|
1,700
|
|
30
|
|
||||
Debt – asset-backed
|
963
|
|
36
|
|
923
|
|
4
|
|
||||
Hedge funds
|
396
|
|
—
|
|
4
|
|
392
|
|
||||
Private market securities
|
2,959
|
|
—
|
|
—
|
|
2,959
|
|
||||
Real estate
|
1,196
|
|
109
|
|
—
|
|
1,087
|
|
||||
Derivatives – asset position
|
127
|
|
4
|
|
123
|
|
—
|
|
||||
Derivatives – liability position
|
(90
|
)
|
(2
|
)
|
(88
|
)
|
—
|
|
||||
|
$
|
17,927
|
|
$
|
9,356
|
|
$
|
4,071
|
|
$
|
4,500
|
|
Pension trust receivables
2
|
463
|
|
|
|
|
|
|
|
||||
Pension trust payables
3
|
(596
|
)
|
|
|
|
|
|
|
||||
Total
|
$
|
17,794
|
|
|
|
|
|
|
|
|
Fair Value Measurements at December 31, 2010
|
|||||||||||
Asset Category
|
Total
|
Level 1
|
Level 2
|
Level 3
|
||||||||
Cash and cash equivalents
|
$
|
2,603
|
|
$
|
2,535
|
|
$
|
68
|
|
$
|
—
|
|
U.S. equity securities
1
|
4,016
|
|
3,964
|
|
32
|
|
20
|
|
||||
Non-U.S. equity securities
|
3,663
|
|
3,602
|
|
61
|
|
—
|
|
||||
Debt – government issued
|
1,514
|
|
195
|
|
1,319
|
|
—
|
|
||||
Debt – corporate issued
|
1,813
|
|
151
|
|
1,628
|
|
34
|
|
||||
Debt – asset-backed
|
970
|
|
43
|
|
923
|
|
4
|
|
||||
Private market securities
|
2,931
|
|
—
|
|
—
|
|
2,931
|
|
||||
Real estate
|
1,049
|
|
118
|
|
—
|
|
931
|
|
||||
Derivatives – asset position
|
95
|
|
6
|
|
89
|
|
—
|
|
||||
Derivatives – liability position
|
(75
|
)
|
(1
|
)
|
(74
|
)
|
—
|
|
||||
Other
|
1
|
|
1
|
|
—
|
|
—
|
|
||||
|
$
|
18,580
|
|
$
|
10,614
|
|
$
|
4,046
|
|
$
|
3,920
|
|
Pension trust receivables
2
|
471
|
|
|
|
|
|
|
|
||||
Pension trust payables
3
|
(648
|
)
|
|
|
|
|
|
|
||||
Total
|
$
|
18,403
|
|
|
|
|
|
|
|
1.
|
The company's pension plans directly held
$457
(
3 percent
of total plan assets) and
$498
(
3 percent
of total plan assets) of DuPont common stock at
December 31, 2011
and
2010
, respectively.
|
2.
|
Primarily receivables for investment securities sold.
|
3.
|
Primarily payables for investment securities purchased.
|
|
Level 3 Assets
|
||||||||||||||||||||
|
Total
|
U.S. Equity
Securities
|
Debt-
Corporate
Issued
|
Debt-
Asset-
Backed
|
Hedge Funds
|
Private
Market
Securities
|
Real
Estate
|
||||||||||||||
Beginning balance at December 31, 2009
|
$
|
2,928
|
|
$
|
4
|
|
$
|
51
|
|
$
|
8
|
|
$
|
—
|
|
$
|
1,980
|
|
$
|
885
|
|
Realized gain (loss)
|
(9
|
)
|
—
|
|
(53
|
)
|
5
|
|
—
|
|
39
|
|
—
|
|
|||||||
Change in unrealized gain (loss)
|
206
|
|
3
|
|
48
|
|
(5
|
)
|
—
|
|
229
|
|
(69
|
)
|
|||||||
Purchases, sales and settlements
|
884
|
|
13
|
|
(11
|
)
|
(4
|
)
|
—
|
|
683
|
|
203
|
|
|||||||
Transfers (out) in of Level 3
|
(89
|
)
|
—
|
|
(1
|
)
|
—
|
|
—
|
|
—
|
|
(88
|
)
|
|||||||
Ending balance at December 31, 2010
|
$
|
3,920
|
|
$
|
20
|
|
$
|
34
|
|
$
|
4
|
|
$
|
—
|
|
$
|
2,931
|
|
$
|
931
|
|
Realized gain (loss)
|
11
|
|
—
|
|
(10
|
)
|
—
|
|
—
|
|
21
|
|
—
|
|
|||||||
Change in unrealized gain (loss)
|
201
|
|
(3
|
)
|
9
|
|
—
|
|
(9
|
)
|
124
|
|
80
|
|
|||||||
Purchases, sales and settlements
|
375
|
|
10
|
|
5
|
|
—
|
|
401
|
|
(117
|
)
|
76
|
|
|||||||
Transfers (out) in of Level 3
|
(7
|
)
|
1
|
|
(8
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||
Ending balance at December 31, 2011
|
$
|
4,500
|
|
$
|
28
|
|
$
|
30
|
|
$
|
4
|
|
$
|
392
|
|
$
|
2,959
|
|
$
|
1,087
|
|
|
Pension
Benefits
|
Other Benefits
|
||||
2012
|
$
|
1,599
|
|
$
|
315
|
|
2013
|
1,575
|
|
320
|
|
||
2014
|
1,586
|
|
321
|
|
||
2015
|
1,609
|
|
322
|
|
||
2016
|
1,617
|
|
325
|
|
||
Years 2017-2021
|
8,443
|
|
1,640
|
|
|
2011
|
2010
|
2009
|
|||
Dividend yield
|
3.2
|
%
|
4.9
|
%
|
7.0
|
%
|
Volatility
|
33.26
|
%
|
32.44
|
%
|
27.61
|
%
|
Risk-free interest rate
|
2.3
|
%
|
2.6
|
%
|
2.5
|
%
|
Expected life (years)
|
5.3
|
|
5.3
|
|
5.3
|
|
|
Number of
Shares
(in thousands)
|
Weighted
Average
Exercise Price
(per share)
|
Weighted
Average
Remaining
Contractual
Term (years)
|
Aggregate
Intrinsic
Value
(in thousands)
|
||||||
Outstanding, December 31, 2010
|
62,887
|
|
$
|
38.83
|
|
|
|
|
|
|
Granted
|
3,739
|
|
$
|
51.85
|
|
|
|
|
|
|
Exercised
|
(20,677
|
)
|
$
|
41.85
|
|
|
|
|
|
|
Forfeited
|
(88
|
)
|
$
|
35.14
|
|
|
|
|
|
|
Cancelled
|
(815
|
)
|
$
|
46.29
|
|
|
|
|
|
|
Outstanding, December 31, 2011
1
|
45,046
|
|
$
|
38.40
|
|
2.68
|
|
$
|
381,386
|
|
Exercisable, December 31, 2011
|
32,020
|
|
$
|
39.88
|
|
1.75
|
|
$
|
214,349
|
|
1.
|
Includes
5.4 million
options outstanding from the 2002 Corporate Sharing Program grants of
200
shares to all eligible employees at an option price of
$44.50
. These options expired in January 2012.
|
|
Number of
Shares
(in thousands)
|
Weighted
Average
Grant Date
Fair Value
(per share)
|
|||
Nonvested, December 31, 2010
|
4,118
|
|
$
|
32.27
|
|
Granted
|
1,545
|
|
$
|
53.19
|
|
Vested
|
(1,998
|
)
|
$
|
36.92
|
|
Forfeited
|
(84
|
)
|
$
|
37.53
|
|
Nonvested, December 31, 2011
|
3,581
|
|
$
|
38.58
|
|
December 31,
|
2011
|
2010
|
||||
Derivatives designated as hedging instruments:
|
|
|
||||
Interest rate swaps
|
$
|
1,000
|
|
$
|
1,000
|
|
Foreign currency contracts
|
2,032
|
|
1,220
|
|
||
Commodity contracts
|
553
|
|
448
|
|
||
Derivatives not designated as hedging instruments:
|
|
|
||||
Foreign currency contracts
|
6,444
|
|
7,449
|
|
||
Commodity contracts
|
437
|
|
310
|
|
|
2011
|
2010
|
||||||||||||||||
|
Pre-tax
|
Tax
|
After-tax
|
Pre-tax
|
Tax
|
After-tax
|
||||||||||||
Beginning balance
|
$
|
(47
|
)
|
$
|
16
|
|
$
|
(31
|
)
|
$
|
(101
|
)
|
$
|
36
|
|
$
|
(65
|
)
|
Additions and revaluations of derivatives designated as
cash flow hedges
|
17
|
|
(5
|
)
|
12
|
|
(36
|
)
|
14
|
|
(22
|
)
|
||||||
Clearance of hedge results to earnings
|
96
|
|
(36
|
)
|
60
|
|
90
|
|
(34
|
)
|
56
|
|
||||||
Ending balance
|
$
|
66
|
|
$
|
(25
|
)
|
$
|
41
|
|
$
|
(47
|
)
|
$
|
16
|
|
$
|
(31
|
)
|
|
|
Fair Value at December 31
Using Level 2 Inputs
|
|||||
|
Balance Sheet Location
|
2011
|
2010
|
||||
Asset derivatives:
|
|
|
|
||||
Derivatives designated as hedging instruments:
|
|
|
|
||||
Interest rate swaps
|
Other assets
|
$
|
66
|
|
$
|
40
|
|
Foreign currency contracts
|
Accounts and notes receivable, net
|
44
|
|
20
|
|
||
Commodity contracts
|
Accounts and notes receivable, net
|
—
|
|
3
|
|
||
|
|
110
|
|
63
|
|
||
Derivatives not designated as hedging instruments:
|
|
|
|
||||
Foreign currency contracts
|
Accounts and notes receivable, net
|
100
|
|
90
|
|
||
Foreign currency contracts
|
Other assets
|
43
|
|
—
|
|
||
|
|
143
|
|
90
|
|
||
Total asset derivatives
|
|
$
|
253
|
|
$
|
153
|
|
Liability derivatives:
|
|
|
|
||||
Derivatives designated as hedging instruments:
|
|
|
|
||||
Foreign currency contracts
|
Other accrued liabilities
|
$
|
12
|
|
$
|
3
|
|
Commodity contracts
|
Other accrued liabilities
|
1
|
|
75
|
|
||
|
|
13
|
|
78
|
|
||
Derivatives not designated as hedging instruments:
|
|
|
|
||||
Foreign currency contracts
|
Other accrued liabilities
|
21
|
|
54
|
|
||
Commodity contracts
|
Other accrued liabilities
|
2
|
|
—
|
|
||
|
|
23
|
|
54
|
|
||
Total liability derivatives
|
|
$
|
36
|
|
$
|
132
|
|
|
Amount of Gain (Loss)
Recognized in OCI
1
(Effective Portion)
|
Amount of Gain (Loss)
Recognized in Income
2
|
|
||||||||||||||||
|
2011
|
2010
|
2009
|
2011
|
2010
|
2009
|
Income Statement Classification
|
||||||||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
||||||||||||
Fair value hedges:
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swaps
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
26
|
|
$
|
40
|
|
$
|
(43
|
)
|
Interest expense
3
|
Cash flow hedges:
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency contracts
|
(6
|
)
|
2
|
|
(7
|
)
|
(15
|
)
|
(1
|
)
|
(32
|
)
|
Net sales
|
||||||
Commodity contracts
|
23
|
|
(35
|
)
|
(45
|
)
|
(81
|
)
|
(89
|
)
|
(161
|
)
|
COGS
4
|
||||||
Treasury rate contracts
|
—
|
|
(3
|
)
|
4
|
|
—
|
|
—
|
|
—
|
|
|
||||||
|
17
|
|
(36
|
)
|
(48
|
)
|
(70
|
)
|
(50
|
)
|
(236
|
)
|
|
||||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency contracts
|
—
|
|
—
|
|
—
|
|
(133
|
)
|
117
|
|
(485
|
)
|
Other income, net
5
|
||||||
Commodity contracts
|
—
|
|
—
|
|
—
|
|
3
|
|
(18
|
)
|
(6
|
)
|
COGS
4
|
||||||
Interest rate swaps
|
—
|
|
—
|
|
—
|
|
(1
|
)
|
—
|
|
—
|
|
Interest expense
|
||||||
|
—
|
|
—
|
|
—
|
|
(131
|
)
|
99
|
|
(491
|
)
|
|
||||||
Total derivatives
|
$
|
17
|
|
$
|
(36
|
)
|
$
|
(48
|
)
|
$
|
(201
|
)
|
$
|
49
|
|
$
|
(727
|
)
|
|
1.
|
OCI is defined as other comprehensive income (loss).
|
2.
|
For cash flow hedges, this represents the effective portion of the gain (loss) reclassified from accumulated OCI into income during the period. For the years ended
December 31, 2011
,
2010
and
2009
, there was no material ineffectiveness with regard to the company's cash flow hedges.
|
3.
|
Gain (loss) recognized in income of derivative is offset to
$0
by gain (loss) recognized in income of the hedged item.
|
4.
|
COGS is defined as costs of goods sold and other operating charges.
|
5.
|
Gain (loss) recognized in other income, net, was partially offset by the related gain (loss) on the foreign currency-denominated monetary assets and liabilities of the company's operations, which were
$(30)
,
$(130)
and
$280
for
2011
,
2010
and
2009
, respectively.
|
|
2011
|
2010
|
2009
|
|||||||||||||||
|
Net Sales
1
|
Net Property
2
|
Net Sales
1
|
Net Property
2
|
Net Sales
1
|
Net Property
2
|
||||||||||||
United States
|
$
|
13,289
|
|
$
|
8,668
|
|
$
|
11,451
|
|
$
|
7,835
|
|
$
|
9,814
|
|
$
|
7,641
|
|
Canada
|
$
|
997
|
|
$
|
173
|
|
$
|
908
|
|
$
|
170
|
|
$
|
759
|
|
$
|
165
|
|
EMEA
3
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Belgium
|
$
|
368
|
|
$
|
190
|
|
$
|
298
|
|
$
|
139
|
|
$
|
240
|
|
$
|
146
|
|
Denmark
|
99
|
|
323
|
|
65
|
|
—
|
|
66
|
|
—
|
|
||||||
France
|
1,013
|
|
252
|
|
777
|
|
102
|
|
837
|
|
100
|
|
||||||
Germany
|
2,225
|
|
337
|
|
1,939
|
|
289
|
|
1,645
|
|
294
|
|
||||||
Italy
|
907
|
|
35
|
|
767
|
|
36
|
|
684
|
|
39
|
|
||||||
Luxembourg
|
76
|
|
250
|
|
67
|
|
244
|
|
50
|
|
243
|
|
||||||
Russia
|
464
|
|
8
|
|
306
|
|
7
|
|
253
|
|
7
|
|
||||||
Spain
|
488
|
|
266
|
|
427
|
|
259
|
|
389
|
|
291
|
|
||||||
The Netherlands
|
327
|
|
237
|
|
264
|
|
216
|
|
215
|
|
220
|
|
||||||
United Kingdom
|
594
|
|
110
|
|
503
|
|
116
|
|
452
|
|
126
|
|
||||||
Other
|
3,408
|
|
594
|
|
2,704
|
|
327
|
|
2,334
|
|
329
|
|
||||||
Total EMEA
|
$
|
9,969
|
|
$
|
2,602
|
|
$
|
8,117
|
|
$
|
1,735
|
|
$
|
7,165
|
|
$
|
1,795
|
|
Asia Pacific
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Australia
|
$
|
298
|
|
$
|
19
|
|
$
|
236
|
|
$
|
9
|
|
$
|
178
|
|
$
|
8
|
|
China/Hong Kong
|
3,305
|
|
628
|
|
2,759
|
|
494
|
|
1,827
|
|
427
|
|
||||||
India
|
866
|
|
97
|
|
695
|
|
81
|
|
492
|
|
65
|
|
||||||
Japan
|
1,781
|
|
106
|
|
1,464
|
|
102
|
|
1,096
|
|
97
|
|
||||||
Korea
|
717
|
|
64
|
|
614
|
|
65
|
|
482
|
|
74
|
|
||||||
Singapore
|
189
|
|
42
|
|
179
|
|
31
|
|
135
|
|
32
|
|
||||||
Taiwan
|
667
|
|
133
|
|
534
|
|
129
|
|
362
|
|
129
|
|
||||||
Thailand
|
337
|
|
4
|
|
266
|
|
3
|
|
190
|
|
3
|
|
||||||
Other
|
740
|
|
135
|
|
562
|
|
69
|
|
427
|
|
47
|
|
||||||
Total Asia Pacific
|
$
|
8,900
|
|
$
|
1,228
|
|
$
|
7,309
|
|
$
|
983
|
|
$
|
5,189
|
|
$
|
882
|
|
Latin America
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Argentina
|
$
|
419
|
|
$
|
40
|
|
$
|
321
|
|
$
|
26
|
|
$
|
282
|
|
$
|
27
|
|
Brazil
|
2,425
|
|
394
|
|
1,892
|
|
317
|
|
1,584
|
|
316
|
|
||||||
Mexico
|
1,190
|
|
276
|
|
915
|
|
215
|
|
757
|
|
215
|
|
||||||
Other
|
772
|
|
31
|
|
592
|
|
58
|
|
559
|
|
53
|
|
||||||
Total Latin America
|
$
|
4,806
|
|
$
|
741
|
|
$
|
3,720
|
|
$
|
616
|
|
$
|
3,182
|
|
$
|
611
|
|
Total
|
$
|
37,961
|
|
$
|
13,412
|
|
$
|
31,505
|
|
$
|
11,339
|
|
$
|
26,109
|
|
$
|
11,094
|
|
1.
|
Net sales are attributed to countries based on the location of the customer.
|
2.
|
Includes property, plant and equipment less accumulated depreciation.
|
3.
|
Europe, Middle East, and Africa (EMEA).
|
|
Agriculture
|
Electronics &
Communications
|
Industrial Biosciences
|
Nutrition & Health
|
Performance
Chemicals
|
Performance
Coatings
|
Performance
Materials
|
Safety &
Protection
|
Pharma-
ceuticals
|
Other
|
Total
|
||||||||||||||||||||||
2011
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Segment sales
|
$
|
9,166
|
|
$
|
3,173
|
|
$
|
705
|
|
$
|
2,460
|
|
$
|
7,794
|
|
$
|
4,281
|
|
$
|
6,815
|
|
$
|
3,934
|
|
$
|
—
|
|
$
|
40
|
|
$
|
38,368
|
|
Transfers
|
(1
|
)
|
(19
|
)
|
(7
|
)
|
—
|
|
(257
|
)
|
(1
|
)
|
(109
|
)
|
(13
|
)
|
—
|
|
—
|
|
(407
|
)
|
|||||||||||
Net sales
|
9,165
|
|
3,154
|
|
698
|
|
2,460
|
|
7,537
|
|
4,280
|
|
6,706
|
|
3,921
|
|
—
|
|
40
|
|
37,961
|
|
|||||||||||
PTOI
|
1,527
|
|
355
|
|
(1
|
)
|
44
|
|
1,923
|
|
271
|
|
971
|
|
500
|
|
289
|
|
(263
|
)
|
5,616
|
|
|||||||||||
Depreciation and
amortization
|
295
|
|
99
|
|
47
|
|
207
|
|
252
|
|
104
|
|
199
|
|
172
|
|
—
|
|
2
|
|
1,377
|
|
|||||||||||
Equity in earnings of
affiliates
|
58
|
|
19
|
|
(3
|
)
|
—
|
|
43
|
|
2
|
|
74
|
|
47
|
|
—
|
|
(47
|
)
|
193
|
|
|||||||||||
Segment net assets
|
4,765
|
|
1,873
|
|
2,544
|
|
6,229
|
|
3,544
|
|
2,107
|
|
3,473
|
|
3,057
|
|
35
|
|
70
|
|
27,697
|
|
|||||||||||
Affiliate net assets
|
330
|
|
197
|
|
52
|
|
1
|
|
201
|
|
16
|
|
445
|
|
111
|
|
—
|
|
34
|
|
1,387
|
|
|||||||||||
Purchases of property,
plant and equipment
|
420
|
|
198
|
|
61
|
|
115
|
|
326
|
|
80
|
|
197
|
|
208
|
|
—
|
|
5
|
|
1,610
|
|
|||||||||||
2010
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Segment sales
|
$
|
7,845
|
|
$
|
2,764
|
|
$
|
—
|
|
$
|
1,240
|
|
$
|
6,322
|
|
$
|
3,806
|
|
$
|
6,287
|
|
$
|
3,364
|
|
$
|
—
|
|
$
|
194
|
|
$
|
31,822
|
|
Transfers
|
(1
|
)
|
(17
|
)
|
—
|
|
—
|
|
(216
|
)
|
(1
|
)
|
(69
|
)
|
(12
|
)
|
—
|
|
(1
|
)
|
(317
|
)
|
|||||||||||
Net sales
|
7,844
|
|
2,747
|
|
—
|
|
1,240
|
|
6,106
|
|
3,805
|
|
6,218
|
|
3,352
|
|
—
|
|
193
|
|
31,505
|
|
|||||||||||
PTOI
|
1,293
|
|
445
|
|
—
|
|
62
|
|
1,081
|
|
249
|
|
994
|
|
454
|
|
489
|
|
(205
|
)
|
4,862
|
|
|||||||||||
Depreciation and
amortization
|
265
|
|
94
|
|
—
|
|
109
|
|
266
|
|
105
|
|
205
|
|
151
|
|
—
|
|
4
|
|
1,199
|
|
|||||||||||
Equity in earnings of
affiliates
|
59
|
|
26
|
|
—
|
|
—
|
|
24
|
|
2
|
|
77
|
|
37
|
|
—
|
|
(45
|
)
|
180
|
|
|||||||||||
Segment net assets
|
4,927
|
|
1,656
|
|
—
|
|
950
|
|
3,317
|
|
2,047
|
|
3,545
|
|
2,967
|
|
40
|
|
235
|
|
19,684
|
|
|||||||||||
Affiliate net assets
|
289
|
|
195
|
|
—
|
|
2
|
|
184
|
|
16
|
|
485
|
|
103
|
|
—
|
|
90
|
|
1,364
|
|
|||||||||||
Purchases of property,
plant and equipment
|
360
|
|
260
|
|
—
|
|
39
|
|
225
|
|
74
|
|
190
|
|
215
|
|
—
|
|
11
|
|
1,374
|
|
|||||||||||
2009
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Segment sales
|
$
|
7,069
|
|
$
|
1,918
|
|
$
|
—
|
|
$
|
1,218
|
|
$
|
4,964
|
|
$
|
3,429
|
|
$
|
4,768
|
|
$
|
2,811
|
|
$
|
—
|
|
$
|
158
|
|
$
|
26,335
|
|
Transfers
|
—
|
|
(20
|
)
|
—
|
|
—
|
|
(145
|
)
|
(1
|
)
|
(40
|
)
|
(11
|
)
|
—
|
|
(9
|
)
|
(226
|
)
|
|||||||||||
Net sales
|
7,069
|
|
1,898
|
|
—
|
|
1,218
|
|
4,819
|
|
3,428
|
|
4,728
|
|
2,800
|
|
—
|
|
149
|
|
26,109
|
|
|||||||||||
PTOI
|
1,160
|
|
87
|
|
—
|
|
64
|
|
547
|
|
69
|
|
287
|
|
260
|
|
1,037
|
|
(171
|
)
|
3,340
|
|
|||||||||||
Depreciation and
amortization
|
331
|
|
88
|
|
—
|
|
108
|
|
267
|
|
123
|
|
249
|
|
147
|
|
—
|
|
4
|
|
1,317
|
|
|||||||||||
Equity in earnings of
affiliates
|
47
|
|
1
|
|
—
|
|
—
|
|
9
|
|
1
|
|
37
|
|
26
|
|
—
|
|
(32
|
)
|
89
|
|
|||||||||||
Segment net assets
|
5,209
|
|
1,439
|
|
—
|
|
1,003
|
|
3,257
|
|
2,018
|
|
3,286
|
|
2,257
|
|
105
|
|
172
|
|
18,746
|
|
|||||||||||
Affiliate net assets
|
307
|
|
190
|
|
—
|
|
5
|
|
152
|
|
15
|
|
430
|
|
84
|
|
39
|
|
71
|
|
1,293
|
|
|||||||||||
Purchases of property,
plant and equipment
|
300
|
|
237
|
|
—
|
|
40
|
|
192
|
|
55
|
|
122
|
|
228
|
|
—
|
|
5
|
|
1,179
|
|
PTOI to income before income taxes
|
2011
|
2010
|
2009
|
||||||
Total segment PTOI
|
$
|
5,616
|
|
$
|
4,862
|
|
$
|
3,340
|
|
Net exchange (losses) gains, including affiliates
|
(163
|
)
|
(13
|
)
|
(205
|
)
|
|||
Corporate expenses and net interest
|
(1,171
|
)
|
(1,138
|
)
|
(951
|
)
|
|||
Income before income taxes
|
$
|
4,282
|
|
$
|
3,711
|
|
$
|
2,184
|
|
Segment net assets to total assets
|
2011
|
2010
|
2009
|
||||||
Total segment net assets
|
$
|
27,697
|
|
$
|
19,684
|
|
$
|
18,746
|
|
Corporate assets
1
|
10,355
|
|
11,312
|
|
10,975
|
|
|||
Liabilities included in net assets
|
10,440
|
|
9,414
|
|
8,464
|
|
|||
Total assets
|
$
|
48,492
|
|
$
|
40,410
|
|
$
|
38,185
|
|
1.
|
Pension assets are included in corporate assets.
|
Other items
|
Segment
Totals
|
Adjustments
|
Consolidated
Totals
|
||||||
2011
|
|
|
|
|
|
|
|||
Depreciation and amortization
|
$
|
1,377
|
|
$
|
183
|
|
$
|
1,560
|
|
Equity in earnings of affiliates
|
193
|
|
(1
|
)
|
192
|
|
|||
Affiliate net assets
|
1,387
|
|
(270
|
)
|
1,117
|
|
|||
Purchases of property, plant and equipment
|
1,610
|
|
233
|
|
1,843
|
|
|||
2010
|
|
|
|
|
|
|
|||
Depreciation and amortization
|
$
|
1,199
|
|
$
|
181
|
|
$
|
1,380
|
|
Equity in earnings of affiliates
|
180
|
|
(3
|
)
|
177
|
|
|||
Affiliate net assets
|
1,364
|
|
(323
|
)
|
1,041
|
|
|||
Purchases of property, plant and equipment
|
1,374
|
|
134
|
|
1,508
|
|
|||
2009
|
|
|
|
|
|
|
|||
Depreciation and amortization
|
$
|
1,317
|
|
$
|
186
|
|
$
|
1,503
|
|
Equity in earnings of affiliates
|
89
|
|
10
|
|
99
|
|
|||
Affiliate net assets
|
1,293
|
|
(279
|
)
|
1,014
|
|
|||
Purchases of property, plant and equipment
|
1,179
|
|
129
|
|
1,308
|
|
2011
|
|
||
Agriculture
1,2
|
$
|
(225
|
)
|
Industrial Biosciences
3,4
|
(79
|
)
|
|
Nutrition & Health
3,4
|
(126
|
)
|
|
Performance Coatings
4
|
3
|
|
|
Performance Materials
4,5
|
47
|
|
|
Other
4
|
(28
|
)
|
|
|
$
|
(408
|
)
|
1.
|
Included a
$(50)
charge recorded in research and development expense in connection with a milestone payment associated with a Pioneer licensing agreement. Since this milestone was reached before regulatory approval was secured by Pioneer, it was charged to research and development expense.
|
2.
|
Included a
$(175)
charge recorded in cost of goods sold and other operating charges associated with the company's process to fairly resolve claims associated with the use of Imprelis
®
. See Note 15 for additional information.
|
3.
|
Included a
$(182)
charge for transaction related costs and the fair value step-up of inventories that were acquired as part of the Danisco transaction, which impacted the segments as follows: Industrial Biosciences -
$(70)
and Nutrition & Health -
$(112)
.
|
4.
|
Included a
$(50)
restructuring charge primarily related to severance and related benefit costs associated with the Danisco acquisition impacting the segments as follows: Industrial Biosciences -
$(9)
; Nutrition & Health -
$(14)
; Performance Coatings -
$3
; Performance Materials -
$(2)
; and Other -
$(28)
. See Note 4 for additional information.
|
5.
|
Included a
$49
benefit recorded in other income, net associated with the sale of a business.
|
2010
|
|
||
Agriculture
1
|
$
|
(50
|
)
|
Electronics & Communications
2
|
8
|
|
|
Performance Chemicals
2
|
10
|
|
|
Performance Coatings
2
|
(6
|
)
|
|
Performance Materials
2
|
16
|
|
|
Safety & Protection
2
|
5
|
|
|
Other
2
|
1
|
|
|
|
$
|
(16
|
)
|
1.
|
Included a
$(50)
charge in research and development expense for an upfront payment related to a Pioneer licensing agreement. Since this payment was made before regulatory approval was secured by Pioneer, it was charged to research and development expense.
|
2.
|
Included a
$34
net reduction (increase) in estimated restructuring costs related to restructuring programs impacting the segments as follows: Electronics & Communications –
$8
; Performance Chemicals –
$10
; Performance Coatings –
$(6)
; Performance Materials –
$16
; Safety & Protection –
$5
; and Other –
$1
.
|
2009
|
|
||
Electronics & Communications
1,2
|
$
|
(37
|
)
|
Nutrition & Health
1
|
1
|
|
|
Performance Chemicals
1,2
|
(54
|
)
|
|
Performance Coatings
1,2
|
(15
|
)
|
|
Performance Materials
1,2,3
|
24
|
|
|
Safety & Protection
1,2
|
(45
|
)
|
|
Pharmaceuticals
4
|
(63
|
)
|
|
Other
1,2
|
(2
|
)
|
|
|
$
|
(191
|
)
|
1.
|
Included a
$130
net reduction (increase) in estimated restructuring costs related to the 2008 and 2009 restructuring programs impacting the segments as follows: Electronics & Communications –
$6
; Nutrition & Health –
$1
; Performance Chemicals –
$12
; Performance Coatings –
$50
; Performance Materials –
$52
; Safety & Protection –
$10
; and Other –
$(1)
.
|
2.
|
Included a
$(340)
restructuring charge impacting the segments as follows: Electronics & Communications –
$(43)
; Performance Chemicals –
$(66)
; Performance Coatings –
$(65)
; Performance Materials –
$(110)
; Safety & Protection –
$(55)
; and Other –
$(1)
.
|
3.
|
Included an
$82
benefit from proceeds and adjustments related to hurricanes impacting the Performance Materials segment.
|
4.
|
Included
$(63)
charge to other income, net and reduction to accounts and notes receivable, net in the Pharmaceuticals segment to reflect increased rebates and other sales deductions related to the Cozaar
®
/Hyzaar
®
licensing agreement with Merck Sharp & Dohme Corp. This adjustment in 2009 is the result of overstatements to other income, net in prior periods which accumulated over the life of the contract. The company determined the impact of this adjustment was not material to the results of operations in 2009 or for prior periods.
|
Unaudited
|
For the quarter ended
|
||||||||||||||
|
March 31,
|
June 30,
|
September 30,
|
December 31,
|
|||||||||||
2011
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net sales
|
$
|
10,034
|
|
$
|
10,264
|
|
|
$
|
9,238
|
|
|
$
|
8,425
|
|
|
Cost of goods sold and other expenses
1
|
8,257
|
|
8,789
|
|
3
|
8,714
|
|
4,5,6
|
8,230
|
|
7,8
|
||||
Income before income taxes
|
1,702
|
|
1,589
|
|
|
569
|
|
|
422
|
|
9
|
||||
Net income
|
1,444
|
|
1,229
|
|
|
460
|
|
|
377
|
|
9
|
||||
Basic earnings per share of common stock
2
|
1.54
|
|
1.31
|
|
|
0.48
|
|
|
0.40
|
|
|
||||
Diluted earnings per share of common stock
2
|
1.52
|
|
1.29
|
|
|
0.48
|
|
|
0.40
|
|
|
||||
2010
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net sales
|
$
|
8,484
|
|
$
|
8,616
|
|
|
$
|
7,001
|
|
|
$
|
7,404
|
|
|
Cost of goods sold and other expenses
1
|
7,154
|
|
7,409
|
|
|
6,634
|
|
|
7,235
|
|
11,12
|
||||
Income before income taxes
|
1,587
|
|
1,568
|
|
10
|
330
|
|
|
226
|
|
13
|
||||
Net income
|
1,137
|
|
1,168
|
|
10
|
369
|
|
|
378
|
|
14
|
||||
Basic earnings per share of common stock
2
|
1.24
|
|
1.27
|
|
|
0.40
|
|
|
0.41
|
|
|
||||
Diluted earnings per share of common stock
2
|
1.24
|
|
1.26
|
|
|
0.40
|
|
|
0.40
|
|
|
1.
|
Excludes interest expense and non-operating items.
|
2.
|
Earnings per share for the year may not equal the sum of quarterly earnings per share due to changes in average share calculations.
|
3.
|
Included charges related to the businesses acquired from Danisco of
$(103)
, including
$(60)
of transaction costs and a
$(43)
charge related to the fair value step-up of inventories that were acquired from Danisco.
|
4.
|
Included charges related to the businesses acquired from Danisco of
$(171)
, including
$(3)
of transaction costs, a
$(132)
charge related to the fair value step-up of inventories that were acquired from Danisco and a
$(36)
restructuring charge related to severance and related benefit costs.
|
5.
|
Included a
$(50)
charge recorded in connection with a milestone payment associated with a Pioneer licensing agreement. See description in Note 21 for further details.
|
6.
|
Included a
$(75)
charge associated with the company's process to fairly resolve claims associated with the use of Imprelis
®
. See description in Note 15 for further details.
|
7.
|
Included a
$(14)
charge for restructuring costs primarily associated with the Danisco acquisition.
|
8.
|
Included a
$(100)
charge associated with the company's process to fairly resolve claims associated with the use of Imprelis
®
. See description in Note 15 for further details.
|
9.
|
Included a pre-tax gain of
$49
recorded in other income, net associated with the sale of a business in the Performance Materials segment and a related tax benefit of
$73
.
|
10.
|
Included benefits for the adjustment of accrued interest of
$59
(
$38
after-tax) in other income, net and the adjustment of income tax accruals of
$49
associated with settlements of tax contingencies related to prior years.
|
11.
|
Included a
$(50)
charge in research and development expense for an upfront payment related to a Pioneer licensing agreement. See description in Note 21 for further details.
|
12.
|
Included a
$34
net reduction in estimated costs related to prior years restructuring programs primarily due to overall workforce reductions through lower than estimated individual severance costs and workforce reductions through non-severance programs.
|
13.
|
Included a
$(179)
charge in interest expense associated with the early extinguishment of debt.
|
14.
|
Included a
$39
benefit for the reversal of a tax valuation allowance related to the net deferred tax assets of a foreign subsidiary.
|
Information for Investors
|
||
|
|
|
Corporate Headquarters
E. I. du Pont de Nemours and Company
1007 Market Street
Wilmington, DE 19898
Telephone: 302 774-1000
E-mail:
find.info@usa.dupont.com
2012 Annual Meeting
The annual meeting of the shareholders will be held at 10:30 a.m., on Wednesday, April 25, in The DuPont Theatre in the DuPont Building, 1007 Market Street, Wilmington, Delaware.
Stock Exchange Listings
DuPont common stock (Symbol DD) is listed on the New York Stock Exchange, Inc. (NYSE) and on certain foreign exchanges. Quarterly high and low market prices are shown in Item 5 of the Form 10-K.
DuPont preferred stock is listed on the New York Stock Exchange, Inc. (Symbol DDPrA for $3.50 series and Symbol DDPrB for $4.50 series).
Dividends
Holders of the company's common stock are entitled to receive dividends when they are declared by the Board of Directors. While it is not a guarantee of future conduct, the company has continuously paid a quarterly dividend since the fourth quarter 1904. Dividends on common stock and preferred stock are usually declared in January, April, July and October. When dividends on common stock are declared, they are usually paid mid March, June, September and December. Preferred dividends are paid on or about the 25
th
of January, April, July and October.
Shareholder Services
Inquiries from shareholders about stock accounts, transfers, certificates, dividends (including direct deposit and reinvestment), name or address changes and electronic receipt of proxy materials may be directed to DuPont's stock transfer agent:
Computershare Trust Company, N.A.
P.O. Box 43078
Providence, RI 02940-3078
or call: in the United States and Canada
888 983-8766 (toll-free)
other locations-781 575-2724
for the hearing impaired-
TDD: 800 952-9245 (toll-free)
or visit Computershare's home page at
http://www.computershare.com
|
|
Independent Registered Public Accounting Firm
PricewaterhouseCoopers LLP
Two Commerce Square, Suite 1700
2001 Market Street
Philadelphia, PA 19103
Investor Relations
Institutional investors and other representatives of financial institutions should contact:
E. I. du Pont de Nemours and Company
DuPont Investor Relations
1007 Market Street-D-11020
Wilmington, DE 19898
or call 302 774-4994
Bondholder Relations
E. I. du Pont de Nemours and Company
DuPont Finance
1007 Market Street-D-8028
Wilmington, DE 19898
or call 302 774-0564
or 302 774-8802
DuPont on the Internet
Financial results, news and other information about DuPont can be accessed from the company's website at
http://www.dupont.com
. This site includes important information on products and services, financial reports, news releases, environmental information and career opportunities. The company's periodic and current reports filed with the SEC are available on its website, free of charge, as soon as reasonably practicable after being filed.
Product Information/Referral
From the United States and Canada:
800 441-7515 (toll-free)
From other locations: 302 774-1000
E-mail: find.info@usa.dupont.com
On the Internet: http://www.dupont.com
Printed Reports Available to Shareholders
The following company reports may be obtained, without charge:
1. 2011 Annual Report to the Securities and Exchange Commission,
filed on Form 10-K;
2. Proxy Statement for 2012 Annual Meeting of Stockholders; and
3. Quarterly reports to the Securities and Exchange Commission,
filed on Form 10-Q
Requests should be addressed to:
DuPont Corporate Information Center
CRP705-GS38
P.O. Box 80705
Wilmington, DE 19880-0705
or call 302 774-5991
E-mail: find.info@usa.dupont.com
|
|
|
|
Services for Shareholders
|
||
Online Account Access
Registered shareholders may access their accounts and obtain online answers to stock transfer questions by signing up for Internet account access. Call toll-free 888 983-8766 (outside the United States and Canada, call 781 575-2724) to obtain by mail a temporary personal identification number and information on viewing your account over the Internet.
Dividend Reinvestment Plan
An automatic dividend reinvestment plan is available to all registered shareholders. Common or preferred dividends can be automatically reinvested in DuPont common stock. Participants also may add cash for the purchase of additional shares. A detailed account statement is mailed after each investment. Your account can also be viewed over the Internet if you have Online Account Access (see above). To enroll in the plan, please contact Computershare (listed above).
|
|
Online Delivery of Proxy Materials
Stockholders may request their proxy materials electronically in 2012 by visiting
http://enroll.icsdelivery.com/dd.
Direct Deposit of Dividends
Registered shareholders who would like their dividends directly deposited in a U.S. bank account should contact Computershare (listed above).
|
1.
|
to the extent of the benefits provided herein if he is eligible for an unreduced monthly pension payable under Section IV (the Normal, Incapability, Early or Optional Retirement provisions) of the Company's Pension and Retirement Plan; or
|
2.
|
to the extent deemed appropriate by the Compensation and Benefits Committee or its delegate if he is eligible for a reduced monthly pension payable under Section IV (the Early or Optional Retirement provisions) of the Company's Pension and Retirement Plan.
|
A.
|
The amount of monthly supplemental retirement income payable to an employee will be the excess, if any, of (1) the employee's Monthly Retirement Income, as determined under paragraph B of this Section, over (2) the employee's monthly pension under the Company's Pension and Retirement Plan, as determined under paragraph C of this Section.
|
B.
|
The amount of an employee's Monthly Retirement Income will be Average Total Monthly Pay multiplied by the applicable percentage factor from the following table, minus 50% of Primary Social Security Benefit.
|
Average Total Monthly Pay
($thousands)
|
15
|
20
|
25
|
30
|
35
|
40 & Over
|
$15 & Under
|
20.80%
|
27.60%
|
34.40%
|
41.20%
|
48.00%
|
54.80%
|
20
|
19.50%
|
26.30%
|
33.10%
|
39.90%
|
46.70%
|
53.50%
|
30
|
19.20%
|
25.90%
|
32.50%
|
39.10%
|
45.70%
|
52.30%
|
40
|
19.10%
|
25.50%
|
32.00%
|
38.50%
|
44.90%
|
51.40%
|
50
|
19.00%
|
25.40%
|
31.80%
|
38.30%
|
44.70%
|
51.20%
|
80 & Over
|
18.90%
|
25.20%
|
31.60%
|
37.90%
|
44.30%
|
50.70%
|
C.
|
The amount of an employee's monthly pension taken into account under paragraph A of this Section will be the benefit, exclusive of any supplement for Incapability Retirement, determined without regard to the limitations imposed under paragraphs A(2)(b)(iii) and A(2)(b)(v) and D of Section IX of the Company's Pension and Retirement Plan and prior to any adjustment on account of (1) Early or Optional Retirement, (2) the Income-Leveling Option, (3) any spouse or survivor benefit provision, or (4) benefits to which an employee is entitled from any other private organization or from, or under the law of, any foreign government.
|
D.
|
If an employee's monthly pension under the Company's Pension and Retirement Plan is reduced with the Early or Optional Retirement provisions of that Plan, the same percentage reduction factor used in that Plan will be applied to the monthly supplemental retirement income determined under paragraph A of this Section.
|
E.
|
If the limitation set forth in Section IX.A(2)(b)(iii) of the Company's Pension and Retirement Plan relating to any deferred Variable Compensation Award has been applied, effective January 1, 1996, the amount of monthly supplemental retirement income payable to an employee under this Plan will include the amount of pension benefit attributable to the deferred Variable Compensation Award.
|
A.
|
Subject to paragraphs B and C below, an eligible employee will be entitled to monthly supplemental retirement income payments for the period beginning on
|
B.
|
If the monthly supplemental retirement income is or becomes less than or equal to the minimum monthly payment amount fixed by the Board of Benefits and Pensions, the actuarial equivalent of all such remaining monthly payments shall be paid in a lump sum.
|
C.
|
An
eligible employee may irrevocably elect under rules prescribed by the Board of Benefits and Pensions to receive the actuarial equivalent of all or part of the monthly supplemental retirement income in a lump sum.
|
D.
|
Except as otherwise provided, benefits under this Plan are determined based on the Plan in effect at the time of retirement.
|
1.
|
All terms used in this Plan which are defined in the Company's Pension and Retirement Plan will have the same meaning for purposes of this Plan except as expressly provided herein.
|
3.
|
The term "Service" means the length, in years and fractions of a year, of an employee's period of "continuous service" as determined under the Company's Continuity of Service Rules for computing the amount of a pension and, to the extend prescribed in such Rules, recognition will be given for service which the employee has rendered to an affiliated company or to a company whose assets have been acquired in whole or in part, by the Company.
|
4.
|
The term "Company" means E.
I.
du Pont de Nemours and Company, any wholly owned subsidiary or part thereof and any partnership or joint venture in which E.
I.
du Pont de Nemours and Company is joined which adopts this Plan with the approval of the Company, or such person or persons as the Company may designate.
|
1.
|
The administration of this Plan is vested in the Board of Benefits and Pensions appointed by the Company, except that the Compensation and Benefits Committee shall determine the discount rate to be used in calculating the lump sum payment described in Section
N.
The Board shall have the discretionary right to determine eligibility for benefits hereunder and to construe the terms and conditions of this Plan. The Board may adopt, subject to the approval of the Compensation and Benefits Committee, or its delegate, such rules as it may deem necessary for the proper administration of the Plan, and its decision in all matters involving the interpretation and application of the Plan shall be final, conclusive and binding.
|
2.
|
All expenses and costs in connection with the operation of this Plan shall be borne by the Company out of its general assets.
|
1
|
Grants under this Plan may be made in the form of stock options, stock options accompanied by stock appreciation rights, restricted shares or units ("restricted stock") or a combination of any of these forms and may be made in replacement of or as alternatives to salary or grants under any other plan or program of a plan company.
|
|
|
2
|
Stock options to purchase shares of the Company's common stock granted under this Plan may be either incentive, performance or other stock options qualified under the Internal Revenue Code as in effect from time to time ("qualified stock options") or stock options that are not qualified under the Internal Revenue Code ("nonqualified stock options"), or a combination of qualified and nonqualified stock options.
|
|
|
3
|
Stock appreciation rights may be granted by the Company under this Plan upon such terms and conditions as the Compensation Committee may determine. Such rights may be granted only when they accompany the concurrent grant of stock options. Each stock appreciation right shall give the grantee the right to receive a payment equal to the excess of the fair market value of a share of the Company's common stock on the date when such right is exercised over the option price provided for in the accompanying stock option. Such rights may be exercised only if the grantee exercises the accompanying stock option by purchasing one share of the Company's common stock for each stock appreciation right exercised. The number of shares subject to exercise under an accompanying stock option shall be automatically reduced by one share for each stock appreciation right exercised.
|
|
|
4
|
Restricted stock granted under this Plan shall be subject to restriction, such as forfeiture and a minimum vesting period. A grantee of restricted shares shall generally have all incidents of ownership in the restricted shares, including the right to dividends and to vote (unless otherwise restricted). Restricted shares may be evidenced by book-entry registration, a stock certificate registered in the grantee's name but held in the Company's custody or issuance of an appropriate legended stock certificate, as determined by the Compensation Committee.
|
1
|
The aggregate number of shares of the Company's stock which may be made subject to stock options granted under this Plan shall not exceed 72,000,000, or 5% of such number for any optionee, during any five consecutive years, of which only 12,000,000 shares may be subject to restricted stock grants. The number of stock appreciation rights which may be granted to any optionee under this Plan shall not exceed 50% of the number of shares made subject to an accompanying stock option.
|
|
|
2
|
If any stock option or restricted stock (without benefit of dividends) granted under this Plan shall terminate or expire for any reason without having been exercised or vested in full, the shares not acquired under such grant shall become available again for further grants under this Plan; provided also, that shares withheld by or tendered to the Company as payment fo exercise price or other consideration or satisfaction of withholding taxes shall become available again for further grants to employees who are not executive officers; provided, however, that the shares which become so available for further grants shall not include any shares as to which a stock option has been reduced by reason of receiving payments under accompanying stock appreciation rights. The limitations set forth above shall be subject to adjustment as provided in Article XII hereof.
|
1
|
Except as otherwise specifically provided, the Plan shall be administered by the Compensation Committee of the Company's Board of Directors. The Compensation Committee shall be elected pursuant to the Bylaws of the Company, and the members thereof shall be ineligible for grants while serving on said Committee.
|
|
|
2
|
The Compensation Committee is authorized, subject to the provisions of the Plan, from time to time to establish such rules and regulations as it deems appropriate for the proper administration of the Plan, and to make such determinations and take such steps in connection therewith as it deems necessary or advisable.
|
|
|
3
|
The Compensation Committee shall, subject to the provisions of the Plan, determine the time or times when stock options will be granted, which employees, if any, shall be granted stock options, the types of stock options to be granted, whether they shall be granted singly or in combination, when they shall be exercisable, the number of shares to be covered by each stock option or options, and the terms and conditions of such stock options; which employees, if any, shall also be granted accompanying stock appreciation rights, the number of stock appreciation rights which shall be granted to each of them, and the terms and conditions of such rights; and the time or times when restricted stock will be granted, which employees, if any, shall be granted restricted stock, the number of restricted shares to be granted, the restrictions or conditions on the right to transfer or dispose of such shares, and the terms and conditions of such restricted stock, including the number, amount, and timing of vesting increments.
|
|
|
4
|
The decision of the Compensation Committee with respect to any questions arising as to interpretation of this Plan, including the severability of any and all of the provisions thereof, shall be final, conclusive and binding.
|
|
|
5
|
The Company's Board of Directors may elect a Special Stock Performance Committee pursuant to the Bylaws of the Company which shall have and may exercise all the rights, powers and duties of the Compensation Committee specified in this Plan for purposes of making grants for significant achievements by employees who are not directors or executive officers of the Company. The Special Stock Performance Committee may also be authorized by the Compensation Committee to assume certain administrative responsibilities under this Plan.
|
1
|
Grants under this Plan may be made to employees (including those who are directors or executive officers of the Company) as determined by the Compensation Committee (or Board of Directors, if the grantee is a director of the Company). In determining those employees to whom grants are to be made, the Compensation Committee (or Board of Directors, if the grantee is a director of the Company) may take into consideration present and potential contributions to the Company's success by such employees, and any other factors which the Compensation Committee (or Board of Directors, if the grantee is a director of the Company) may deem relevant in connection with accomplishing the purposes of the Plan.
|
|
|
2
|
The term "employee” may include an employee of a corporation or other business entity in which the Company shall directly or indirectly own fifty percent or more of the outstanding voting stock or other ownership interest, but shall exclude any director who is not also an officer or a full-time employee of a plan company. The term "plan company" as used in this Plan shall mean a business entity whose employees are eligible for grants under this Plan. The term "grantee" as used in this Plan means an employee to whom a grant has been made under this Plan or, where appropriate, his or her successor in interest upon death.
|
1
|
Recommendations for grants to members of the Board of Directors shall be made by the Compensation Committee. Recommendations for grants to employees who are not members of the Board of Directors shall be made to the Compensation Committee by the Office of the Chief Executive.
|
|
|
2
|
Any grant to a director shall be made in the sole discretion of the Board of Directors, a majority of whose members taking final action on any such grant shall be ineligible for grants under Article V. Any grant to an employee who is not a member of the Board of Directors shall be made by the Compensation Committee which shall take final action on any such grant.
|
|
|
3
|
Grants may be made at any time under this Plan and in any of the forms or combinations thereof provided in Article II hereof. A grantee may receive and may hold more than one grant under this Plan.
|
|
|
4
|
The date on which a grant shall be deemed to have been made under this Plan shall be the date of the Compensation Committee (or Board of Directors, if the grantee is a director) authorization of the grant or such later date as may be determined by the Compensation Committee (or Board of Directors, if the grantee is a director) at the time the grant is authorized. Each grantee shall be advised in writing by the Company of a grant and the terms and conditions thereof, which terms and conditions, as the Compensation Committee from time to time shall determine, shall not be inconsistent with the provisions of this Plan.
|
1
|
Subject to the provisions of this Plan, each stock option and each stock appreciation right granted hereunder shall be exercisable on such date or dates and during such period and for such number of shares or stock appreciation rights as the Compensation Committee may determine. However, in no event shall a stock option or stock appreciation right be exercisable prior to six months from date of grant. The Compensation Committee may fix from time to time a minimum number of shares which must be purchased at the time a stock option is exercised.
|
|
|
2
|
A grantee electing to exercise a stock option shall at the time of exercise pay the Company the full purchase price of the shares he or she has elected to purchase. Payment of the purchase price shall be made in cash, the Company's common stock (valued at fair market value on the date of exercise), or a combination thereof, as the Compensation Committee may determine from time to time. A grantee electing to exercise a stock appreciation right granted under this Plan shall so notify the Company at the same time he or she elects to exercise an accompanying stock option. Payment by the Company for such stock appreciation right may be in cash, common stock (valued at fair market value on date of exercise), or a combination thereof, as the Compensation Committee may determine from time to time, but no fractional share of common stock shall be delivered. With respect to shares of the Company's common stock to be delivered upon exercise of a stock option or a stock appreciation right, the Compensation Committee shall periodically determine whether, and to what extent, such stock shall be in the form of new common stock issued for such purposes, or common stock acquired by the Company.
|
|
|
3
|
Notwithstanding any other provision of this Plan, when the fair market value of a share of the Company's common stock on the date a grantee elects to exercise a stock option is less than such amount per share as may be determined by the Compensation Committee from time to time, the Company may at its election pay the grantee in cash for each share he or she elected to purchase an amount equal to the excess of such fair market value over the option price provided for in the stock option. The Compensation Committee shall periodically determine whether the Company shall make such cash payment upon exercise of a stock option. When the Company makes a payment to the grantee under this paragraph 3 of Article IX, it shall not require the grantee to tender the full purchase price of the shares he or she has elected to purchase, the Company's obligation to issue or deliver such shares shall be null and void, and the right to purchase such number of shares subject to option shall be terminated. Such payment by the Company shall be deemed to be an exercise of a stock option and the purchase of shares thereunder for purposes of paragraph 3 of Article II and Article III.
|
1
|
The Compensation Committee shall, subject to the provisions of the Plan, determine the rules relating to rights under stock options, stock appreciation rights and restricted grants upon a grantee's termination of employment.
|
|
|
2
|
A grantee shall forfeit all rights under stock options, stock appreciation rights and restricted stock grants -
|
(a)
|
if the grantee is dismissed or leaves the service of the plan companies for any reason other than his or her death, or retirement pursuant to the provisions of the pension or retirement plan or policy of a plan company, or
|
|
|
(b)
|
if the grantee retires pursuant to the provisions of the pension or retirement plan or policy of a plan company, and if thereafter the Compensation Committee, after a hearing at which the grantee shall be entitled to be present, shall find that he or she has willfully engaged in any activity which is harmful to the interest of any of such companies;
|
|
provided, however, that such stock options, stock appreciation rights and restricted stock grants may continue in effect to such extent and under such conditions as the Compensation Committee may determine; and provided, further, that the Compensation Committee may accelerate or waive any restrictions or conditions applicable to restricted stock grants, in whole or in part, based on such factors and criteria as the Compensation Committee may determine.
|
3
|
Upon the death of the grantee or his or her retirement pursuant to the provisions of the pension or retirement plan or policy of a plan company, whichever shall first occur, the number of shares subject to option and the number of stock appreciation rights shall be limited to that number of shares and rights which the grantee could have acquired or exercised under the terms of his or her grant or grants on the date of such death or retirement, and the options or rights representing the remainder of the grant or grants shall terminate.
|
1
|
In the event of any stock dividend, split-up, reclassification or other analogous change in capitalization, the Compensation Committee shall make such adjustments, in the light of the change, as it deems to be equitable, both to the grantees and to the Company, in -
|
(a)
|
the number of shares and prices per share applicable to outstanding stock options,
|
|
|
(b)
|
the number of outstanding stock appreciation rights and their price,
|
|
|
(c)
|
the number of shares applicable to outstanding restricted stock grants,
|
|
|
(d)
|
the aggregate limitation set forth in Article III with respect to the number of shares which may be made subject to options and restricted stock grants.
|
|
Furthermore, in the event of a distribution to common stockholders other than interim or year-end dividends declared as such by the Board of Directors, the Compensation Committee shall make such adjustments, in the light of the distribution, as it deems to be equitable, both to the grantees and to the Company, in respect of the items described in (a), (b) and (c) above.
|
|
|
2
|
Any fractional shares or fractional stock appreciation rights resulting from adjustments made pursuant to this Article shall be eliminated.
|
(a)
|
increase the number of shares which may be made subject to stock options or restricted stock grants, or the number of stock appreciation rights which may be granted under this Plan in the aggregate, except by way of adjustments as provided in Article XII,
|
|
|
(b)
|
permit grant of stock options and stock appreciation rights at a price less than fair market value,
|
|
|
(c)
|
extend the maximum term of stock options and stock appreciation rights, or
|
|
|
(d)
|
permit a grant under this Plan to a member of the Compensation Committee;
|
1
|
The Compensation Committee may adopt such modifications, procedures, and subplans as may be necessary or desirable to comply with provisions of the laws of countries other than the United States in which the Company or a plan company may operate to assure the viability of the benefits of grants made to employees in such countries and to meet the purposes of the Plan.
|
|
|
2
|
Grantees may use shares of the Company's common stock to satisfy withholding taxes relating to grants under this Plan to the extent provided in terms and conditions established by the Compensation Committee.
|
|
|
Years Ended December 31,
|
||||||||||||||||||
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
|
2007
|
||||||||||
Income before income taxes
|
|
$
|
4,282
|
|
|
$
|
3,711
|
|
|
$
|
2,184
|
|
|
$
|
2,391
|
|
|
$
|
3,743
|
|
Adjustment for companies accounted for by the
equity method
|
|
(72
|
)
|
|
(74
|
)
|
|
(50
|
)
|
|
6
|
|
|
218
|
|
|||||
Capitalized interest
|
|
(46
|
)
|
|
(38
|
)
|
|
(47
|
)
|
|
(49
|
)
|
|
(45
|
)
|
|||||
Amortization of capitalized interest
|
|
36
|
|
|
35
|
|
|
37
|
|
|
37
|
|
|
34
|
|
|||||
|
|
4,200
|
|
|
3,634
|
|
|
2,124
|
|
|
2,385
|
|
|
3,950
|
|
|||||
Fixed charges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest and debt expense
|
|
447
|
|
|
590
|
|
|
408
|
|
|
376
|
|
|
430
|
|
|||||
Capitalized interest
|
|
46
|
|
|
38
|
|
|
47
|
|
|
49
|
|
|
45
|
|
|||||
Rental expense representative of interest factor
|
|
103
|
|
|
89
|
|
|
101
|
|
|
107
|
|
|
107
|
|
|||||
|
|
596
|
|
|
717
|
|
|
556
|
|
|
532
|
|
|
582
|
|
|||||
Total adjusted earnings available for payment of
fixed charges
|
|
$
|
4,796
|
|
|
$
|
4,351
|
|
|
$
|
2,680
|
|
|
$
|
2,917
|
|
|
$
|
4,532
|
|
Number of times fixed charges earned
|
|
8.0
|
|
|
6.1
|
|
|
4.8
|
|
|
5.5
|
|
|
7.8
|
|
Name
|
|
Organized Under
Laws Of
|
Belco Technologies Corporation
|
|
Delaware
|
Christiana Insurance, LLC
|
|
Vermont
|
Coastal Training Technologies Corp.
|
|
Virginia
|
Danisco A/S
|
|
Denmark
|
Danisco Holding USA Inc.
|
|
Delaware
|
DPC (Luxembourg) SARL
|
|
Luxembourg
|
DuPont (Australia) Ltd.
|
|
Australia
|
DuPont (Changshu) Fluoro Technology Co., Ltd.
|
|
China
|
DuPont (China) Research & Development and Management Co., Ltd.
|
|
China
|
DuPont (Korea) Inc.
|
|
Korea
|
DuPont (U.K.) Industrial Limited
|
|
United Kingdom
|
DuPont (U.K.) Ltd.
|
|
United Kingdom
|
DuPont Agricultural Caribe Industries, Ltd.
|
|
Bermuda
|
DuPont Apollo (Shenzhen) Limited
|
|
China
|
DuPont Argentina S.R.L.
|
|
Argentina
|
DuPont Asia Pacific Limited
|
|
Delaware
|
DuPont Asturias, S.L.
|
|
Spain
|
DuPont Capital Management Corporation
|
|
Delaware
|
DuPont Chemical and Energy Operations, Inc.
|
|
Delaware
|
DuPont China Holding Company Ltd.
|
|
China
|
DuPont China Limited
|
|
Hong Kong
|
DuPont Company (Singapore) Pte Ltd.
|
|
Singapore
|
DuPont Coordination Center N.V.
|
|
Belgium
|
DuPont de Nemours (Belgium) BVBA
|
|
Belgium
|
DuPont de Nemours (Deutschland) GmbH
|
|
Germany
|
DuPont de Nemours (France) S.A.S.
|
|
France
|
DuPont de Nemours (Luxembourg) SARL
|
|
Luxembourg
|
DuPont de Nemours (Nederland) B.V.
|
|
The Netherlands
|
DuPont de Nemours Development S.A.
|
|
Switzerland
|
DuPont de Nemours Groupe SAS
|
|
France
|
DuPont de Nemours Holding SA
|
|
Switzerland
|
DuPont de Nemours International S.A.
|
|
Switzerland
|
DuPont de Nemours Italiana S.r.l.
|
|
Italy
|
DuPont Denmark Holding ApS
|
|
Denmark
|
DuPont Deutschland Holding GmbH & Co. KG
|
|
Germany
|
DuPont do Brasil S.A.
|
|
Brazil
|
DuPont Electronics Microcircuits Industries, Ltd.
|
|
Bermuda
|
DuPont Energy Company, LLC
|
|
Delaware
|
DuPont Feedstocks Company
|
|
Delaware
|
DuPont Global Operations, Inc.
|
|
Delaware
|
DuPont Iberica, S.L.
|
|
Spain
|
DuPont Industrial (Luxembourg) SARL
|
|
Luxembourg
|
Name
|
|
Organized Under
Laws Of
|
DuPont Integration (Luxembourg) S.A.R.L.
|
|
Luxembourg
|
DuPont International (Luxembourg) SCA
|
|
Luxembourg
|
DuPont International BV
|
|
The Netherlands
|
DuPont International Operations SARL
|
|
Switzerland
|
DuPont Kabushiki Kaisha
|
|
Japan
|
DuPont KGA B.V.
|
|
The Netherlands
|
DuPont Mexico S.A. de C.V.
|
|
Mexico
|
DuPont NLco BV
|
|
The Netherlands
|
DuPont Operations (Luxembourg) SARL
|
|
Luxembourg
|
DuPont Operations Worldwide, Inc.
|
|
Delaware
|
DuPont Operations, Inc.
|
|
Delaware
|
DuPont Performance Coating France, SAS
|
|
France
|
DuPont Performance Coating Nederland BV
|
|
The Netherlands
|
DuPont Performance Coatings (Changchun) Company Limited
|
|
China
|
DuPont Performance Coatings (Shanghai) Co. Ltd.
|
|
China
|
DuPont Performance Coatings (U.K.) Ltd.
|
|
United Kingdom
|
DuPont Performance Coatings Austria GmbH
|
|
Austria
|
DuPont Performance Coatings GmbH
|
|
Germany
|
DuPont Performance Coatings Venezuela, C.A.
|
|
Venezuela
|
DuPont Performance Elastomers, L.L.C.
|
|
Delaware
|
DuPont Powder Coatings USA, Inc.
|
|
Delaware
|
DuPont Science and Technologies LLC
|
|
Russia
|
DuPont Solutions (Luxembourg) SARL
|
|
Luxembourg
|
DuPont Taiwan Limited
|
|
Taiwan
|
DuPont Technology (Luxembourg) S.a.r.l.
|
|
Luxembourg
|
DuPont Trading (Shanghai) Co., Ltd.
|
|
China
|
E.I. DuPont Canada – Thetford Inc.
|
|
Canada
|
E.I. DuPont Canada Company
|
|
Canada
|
E.I. DuPont India Private Limited
|
|
India
|
EKC Technology, Inc.
|
|
California
|
First Chemical Corporation
|
|
Mississippi
|
Holding DuPont S.A. de C.V.
|
|
Mexico
|
Howson Algraphy BV
|
|
The Netherlands
|
Initiatives de Mexico, S.A. de C.V.
|
|
Mexico
|
Innovalight Inc.
|
|
California
|
MECS Inc.
|
|
Delaware
|
Pioneer Hi-Bred International, Inc.
|
|
Iowa
|
Solae L.L.C.
|
|
Delaware
|
1.
|
I have reviewed this report on Form 10-K for the period ended December 31, 2011 of E. I. du Pont de Nemours and Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
|
Date:
|
|
February 8, 2012
|
|
|
|
|
|
|
|
By:
|
|
/s/ ELLEN J. KULLMAN
|
|
|
|
|
Ellen J. Kullman
|
|
|
|
|
Chief Executive Officer and
Chair of the Board
|
1.
|
I have reviewed this report on Form 10-K for the period ended December 31, 2011 of E. I. du Pont de Nemours and Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
|
Date:
|
|
February 8, 2012
|
|
|
|
|
|
|
|
By:
|
|
/s/ NICHOLAS C. FANANDAKIS
|
|
|
|
|
Nicholas C. Fanandakis
|
|
|
|
|
Executive Vice President and
Chief Financial Officer |
|
|
|
|
/s/ ELLEN J. KULLMAN
|
|
|
|
|
Ellen J. Kullman
Chief Executive Officer
|
|
|
|
|
February 8, 2012
|
|
|
|
|
/s/ NICHOLAS C. FANANDAKIS
|
|
|
|
|
Nicholas C. Fanandakis
Chief Financial Officer
|
|
|
|
|
February 8, 2012
|
Mine (MSHA Identification Number)
|
Section 104 S&S
1
Citations
(#) |
Section 104(b) Orders
(#) |
Section 104(d) Citations and Orders
(#) |
Section 110(b)(2) Violations
(#) |
Section 107(a) Orders
(#) |
Total Dollar Value of MSHA Assessments Proposed
($) |
Total Number of Mining Related Fatalities
(#) |
Received Notice of Pattern of Violations Under Section 104(e)
(yes/no) |
Received Notice of Potential to Have Pattern Under Section 104(e)
(yes/no) |
||
Starke, FL
(0800225) |
28
2
|
-
|
-
|
-
|
-
|
$
|
131,583
|
|
-
|
No
|
No
|