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DUPONT E I DE NEMOURS & CO (DD)
10-K
Annual report pursuant to section 13 and 15(d)
Filed on 02/09/2012
Filed Period 12/31/2011

Table of contents

  • Page 1
    DUPONT E I DE NEMOURS & CO (DD) 10-K Annual report pursuant to section 13 and 15(d) Filed on 02/09/2012 Filed Period 12/31/2011

  • Page 2
    ... Identification No.) 1007 Market Street Wilmington, Delaware 19898 (Address of principal executive offices) Registrant's telephone number, including area code: 302-774-1000 Securities registered pursuant to Section 12(b) of the Act (Each class is registered on the New York Stock Exchange, Inc...

  • Page 3

  • Page 4
    ... of the company's definitive 2012 Annual Meeting Proxy Statement to be filed within 120 days after the end of the year covered by this Annual Report on Form 10-K, pursuant to Regulation 14A (the Proxy). 1 Exhibits and Financial Statement Schedules 41 44 Directors, Executive Officers and Corporate...

  • Page 5
    ... Coatings, Performance Materials, Safety & Protection and Pharmaceuticals. The company includes certain embryonic businesses not included in the reportable segments, such as pre-commercial programs, and nonaligned businesses in Other. Agriculture Agriculture businesses, Pioneer Hi-Bred International...

  • Page 6
    ... sold through a specialized force of independent sales representatives. Outside of North America Pioneer's products are marketed through a network of subsidiaries, joint ventures and independent producer-distributors. DuPont Crop Protection serves the global production agriculture industry with crop...

  • Page 7
    ... U.S. accounted for 69 percent of the segment's total sales in 2011. Performance Chemicals Performance Chemicals businesses, DuPont Titanium Technologies and DuPont Chemicals and Fluoroproducts, deliver customized solutions with a wide range of industrial and specialty chemical products for markets...

  • Page 8
    Table of Contents Part I ITEM 1. BUSINESS, continued support increased customer demand for titanium dioxide, including a $500 million investment in new production facilities at the company's Altamira, Mexico site scheduled for completion in 2014. In addition, the business is investing in facility ...

  • Page 9
    ... and the environment. With products like DuPont™ Kevlar® high strength material, Nomex® thermal resistant material and Tyvek® protective material, the business continues to hold strong positions in life protection markets and meet the continued demand for body armor and personal protective gear...

  • Page 10
    ...value from this estate. The company has a large portfolio of and is licensed under various patents. These definite-lived patents cover many products, processes and product uses. These patents protect many aspects of the company's significant research programs and the goods and services it sells. The...

  • Page 11
    ... energy and raw material costs, it could have a significant impact on the company's financial results. Failure to develop and market new products and manage product life cycles could impact the company's competitive position and have an adverse effect on the company's financial results. Operating...

  • Page 12
    ... affected by process safety and product stewardship issues. Failure to appropriately manage safety, human health, product liability and environmental risks associated with the company's products, product life cycles and production processes could adversely impact employees, communities, stakeholders...

  • Page 13
    ...rates, interest rates and commodity prices. Because the company has significant international operations, there are a large number of currency transactions that result from international sales, purchases, investments and borrowings. The company actively manages currency exposures that are associated...

  • Page 14
    ... impact. ITEM 1B. UNRESOLVED STAFF COMMENTS None. ITEM 2. PROPERTIES The company's corporate headquarters are located in Wilmington, Delaware. The company's manufacturing, processing, marketing and research and development facilities, as well as regional purchasing offices and distribution centers...

  • Page 15
    ... Belle Plant, West Virginia The U.S. Environmental Protection Agency (EPA) is investigating three chemical releases at DuPont's Belle facility in West Virginia which occurred in January 2010. One of the releases involved the death of a DuPont employee after exposure to phosgene. Chambers Works Plant...

  • Page 16
    ... listed on the New York Stock Exchange, Inc. (symbol DD) and certain non-U.S. exchanges. The number of record holders of common stock was approximately 77,000 at January 31, 2012. Holders of the company's common stock are entitled to receive dividends when they are declared by the Board of Directors...

  • Page 17
    Table of Contents Part II EM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES, continued Stock Performance Graph The following graph presents the cumulative five-year total return for the company's common stock compared with the S&P 500...

  • Page 18
    ...common stock Financial position at year-end Working capital Total assets Borrowings and capital lease obligations Short-term Long-term Total equity General For the year Purchases of property, plant & equipment and investments in affiliates Depreciation Research and development expense Average number...

  • Page 19
    ...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...

  • Page 20
    ... supplying consumer electronics and construction. Volume growth in Latin America was driven by Agriculture, Safety & Protection and Performance Coatings. Sales in developing markets of $13.0 billion improved 27 percent from 2010, and the percentage of total company sales in these markets increased...

  • Page 21
    ...in 2010 related to accrued interest associated with settlements of income tax contingencies related to prior years, an increase in insurance recoveries of $41 million and a $31 million combined benefit from an acquisition and an early termination of a supply agreement. Additional information related...

  • Page 22
    ... in the Agriculture segment as a result of increased global commissions and selling and marketing investments related to the company's seed products, and higher non-cash pension expenses. (Dollars in millions) 2011 2010 2009 RESEARCH AND DEVELOPMENT EXPENSE As a percent of net sales $ 1,956...

  • Page 23
    ...operating costs including an increase in raw material, energy and freight costs, and plans to partly offset the impact of these increases with productivity programs for fixed costs reduction totaling $300 million. The company plans to continue a differential level of capital expenditures and funding...

  • Page 24
    ... AquaMax® technology and new soybean varieties with leading disease packages developed for local needs. Pioneer anticipates earnings growth in 2012 reflecting strong sales performance, partially offset by higher input costs resulting from commodity price increases and the weather related impact 21

  • Page 25
    ... products, as well as capacity investments in Tedlar® completed in 2011 to meet global demand. Earnings are expected to increase reflecting the impact of higher volume, new product introductions and productivity initiatives. INDUSTRIAL BIOSCIENCES (Dollars in millions) 2011 2010 2009 Segment sales...

  • Page 26
    ... CONDITION AND RESULTS OF OPERATIONS, continued in developing markets and the introduction of new products. Additionally, the segment intends to increase spending on programs to drive future growth. NUTRITION & HEALTH (Dollars in millions) 2011 2010 2009 Segment sales PTOI PTOI margin $ $ 2,460...

  • Page 27
    ... increasing at a higher rate than selling prices which offset fixed cost productivity actions. 2010 versus 2009 The segment experienced strong recovery across most markets and regions from the global economic recession in the automotive industry in 2009, most significant in North America and Europe...

  • Page 28
    ... gain on an asset purchase due to the acquisition and early termination of a supply agree ment, a gain on the sale of a business and an insurance recovery. Lower PTOI margin primarily reflects feedstock costs increasing at a higher rate than selling prices. 2010 versus 2009 Higher sales volume was...

  • Page 29
    ... regions and market segments. Sales related to the Sustainable Solutions business are expected to increase due to clean technologies businesses and consulting growth in the areas of process safety management and sustainable operations. Sales related to the Building Innovations business are expected...

  • Page 30
    ... U.S. pension plan. (Dollars in millions) 2011 2010 2009 Cash used for investing activities $ (6,238) $ (2,439) $ (4,298) The $3.8 billion increase in 2011 was mainly due to the payment for the Danisco acquisition, higher expenditures for the purchases of property, plant and equipment, and...

  • Page 31
    ...by operating activities less purchases of property, plant and equipment, and therefore indicates operating cash flow available for payment of dividends, other investing activities and other financing activities. Free cash flow is useful to investors and management to evaluate the company's cash flow...

  • Page 32
    ... Part II EM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, continued consideration. The long-term expected return on plan assets in the U.S. is based upon historical real returns (net of inflation) for the asset classes covered by the investment policy...

  • Page 33
    ... of property, plant and equipment, goodwill, other intangible assets and investments in affiliates is an integral part of the company's normal ongoing review of operations. Testing for potential impairment of these assets is significantly dependent on numerous assumptions and reflects management...

  • Page 34
    ...Long-term debt obligations 1 Expected cumulative cash requirements for interest payments through maturity Capital leases 1 Operating leases Purchase obligations2 Information technology infrastructure & services Raw material obligations Utility obligations INVISTA-related obligations3 Human resource...

  • Page 35
    ... to its employees and retirees. The company maintains retirement-related programs in many countries that have a longterm impact on the company's earnings and cash flows. These plans are typically defined benefit pension plans, as well as medical, dental and life insurance benefits for pensioners and...

  • Page 36
    ...7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, continued 2012, long-term employee benefits expense is expected to increase by about $225 million, primarily due to lower discount rates. Environmental Matters The company operates global manufacturing, product...

  • Page 37
    .... The current unsettled policy environment in the U.S. adds an element of uncertainty to business decisions particularly those relating to long-term capital investments. If in the absence of federal legislation, states were to implement programs mandating GHG emissions reductions, the company, its...

  • Page 38
    ... of PFOA and DuPont and other companies have outlined plans to continue research, emission reduction and product stewardship activities to help address EPA's questions. In January 2006, DuPont pledged its commitment to EPA's 2010/15 PFOA Stewardship Program. The EPA program asks participants (1) to...

  • Page 39
    ...institutions. These financial institutions are generally highly rated and geographically dispersed and the company has a policy to limit the dollar amount of credit exposure with any one institution. As part of the company's financial risk management processes, it continuously evaluates the relative...

  • Page 40
    ... the SEC. These controls and procedures also give reasonable assurance that information required to be disclosed in such reports is accumulated and communicated to management to allow timely decisions regarding required disclosures. As of December 31, 2011, the company's Chief Executive Officer (CEO...

  • Page 41
    ... Vice President and General Manager of several businesses and new business development. She became Group Vice President-DuPont Safety & Protection in 2002. In June 2006, Mrs. Kullman was named Executive Vice President and assumed leadership of Marketing & Sales along with Safety and Sustainability...

  • Page 42
    ... Manager-DuPont Chemical Solutions Enterprise from 2003 until February 2007 when he was named Vice President-Corporate Plans. In January 2008, Mr. Fanandakis was named Group Vice President- DuPont Applied BioSciences. In November 2009, he was named Senior Vice President and Chief Financial Officer...

  • Page 43
    ... 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...

  • Page 44
    ..., 2011 2010 2009 Accounts Receivable-Allowance for Doubtful Receivables Balance at beginning of period Additions charged to cost and expenses Deductions from reserves Balance at end of period Deferred Tax Assets-Valuation Allowance Balance at beginning of period Net charges (benefits) to income tax...

  • Page 45
    ... defining the rights of holders of long-term debt of the company and its subsidiaries. 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...

  • Page 46
    42

  • Page 47
    Table of Contents Part IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES, continued Exhibit Number Description 31.1 31.2 32.1 Rule 13a-14(a)/15d-14(a) Certification of the company's Principal Executive Officer. Rule 13a-14(a)/15d-14(a) Certification of the company's Principal Financial ...

  • Page 48
    ... this report to be signed on its behalf by the undersigned, thereunto duly authorized. 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) _____...

  • Page 49
    ... Statements: Management's Reports on Responsibility for Financial Statements and Internal Control over Financial Reporting Report of Independent Registered Public Accounting Firm Consolidated Income Statements for the years ended December 31, 2011, 2010 and 2009 Consolidated Balance Sheets as of...

  • Page 50
    ...in this Annual Report on Form 10-K. The financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (GAAP) and are considered by management to present fairly the company's financial position, results of operations and cash flows...

  • Page 51
    ...the financial position of E. I. du Pont de Nemours and Company and its subsidiaries at December 31, 2011 and 2010, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2011 in conformity with accounting principles generally accepted in...

  • Page 52
    ... millions, except per share) For the year ended December 31, 2011 2010 2009 Net sales Other income, net Total Cost of goods sold and other operating charges Selling, general and administrative expenses Research and development expense Interest expense Employee separation/asset related charges, net...

  • Page 53
    ... CONSOLIDATED BALANCE SHEETS (Dollars in millions, except per share) December 31, 2011 2010 Assets Current assets Cash and cash equivalents Marketable securities Accounts and notes receivable, net Inventories Prepaid expenses Deferred income taxes Total current assets Property, plant and equipment...

  • Page 54
    F-5

  • Page 55
    ... clearance of cash flow hedges to earnings Pension benefit plans Other benefit plans Net unrealized gain on securities Total comprehensive income Common dividends ($1.64 per share) Preferred dividends Common stock Issued - compensation plans Repurchased Retired Balance December 31, 2010 2011 Sale of...

  • Page 56
    ... operating assets Increase (decrease) in operating liabilities: Accounts payable and other operating liabilities Accrued interest and income taxes Cash provided by operating activities Investing activities Purchases of property, plant and equipment Investments in affiliates Payments for businesses...

  • Page 57
    ... of America (U.S.) customers, an equivalent basis. Accruals are made for sales returns and other allowances based on the company's experience. The company accounts for cash sales incentives as a reduction in sales and noncash sales incentives as a charge to cost of goods sold or selling expense...

  • Page 58
    ... based on prices of similar assets or other valuation methodologies including discounted cash flow techniques. Impairment losses are included in cost of goods sold and other operating charges. Definite-lived intangible assets, such as purchased and licensed technology, patents and customer lists are...

  • Page 59
    ...Other environmental costs are also charged to expense unless they increase the value of the property or reduce or prevent contamination from future operations, in which case, they are capitalized. Asset Retirement Obligations The company records asset retirement obligations at fair value at the time...

  • Page 60
    ... into a definitive agreement with Danisco A/S (Danisco), a global enzyme and specialty food ingredients company, for DDHA to make a public tender offer for all of Danisco's outstanding shares at a price of 665 Danish Kroner (DKK) in cash per share. On April 29, 2011, DDHA increased the price of its...

  • Page 61
    ... cash equivalents Accounts and notes receivable 1 Inventories 2 Property, plant and equipment Goodwill 3 Other intangible assets 4 Other current and non-current assets Total assets acquired Fair value of liabilities assumed Accounts payable and other accrued liabilities Short-term borrowings 5 Long...

  • Page 62
    ... Program In 2011, the company initiated a series of actions to achieve the expected cost synergies associated with the Danisco acquisition. As a result, the company recorded a $53 charge in employee separation/asset related charges, net, primarily for employee separation costs in the U.S. and Europe...

  • Page 63
    ...analysis of the company's effective income tax rate (EITR) follows: $ 8,029 3,631 $ 4,398 $ $ $ 3,277 2011 2010 2009 Statutory U.S. federal income tax rate Exchange gains/losses1 Domestic operations Lower effective tax rates on international operations-net Tax settlements Sale of a business...

  • Page 64
    ... and international operations was as follows: 2011 2010 2009 U.S. (including exports) International $ $ 860 $ 3,422 4,282 $ 949 $ 2,762 3,711 $ 171 2,013 2,184 The decrease in U.S. pre-tax earnings from 2010 to 2011 is primarily driven by the results of the company's hedging program. In 2010...

  • Page 65
    ...-average number of common shares outstanding in 2011 and 2010 increased as a result of the issuance of new shares from the company's equity compensation plans, partially offset by the company's repurchase and retirement of its common stock (see Note 16). The following average number of stock options...

  • Page 66
    ...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...

  • Page 67
    ... in goodwill in 2011 primarily relate to the goodwill associated with the Danisco acquisition (see Note 2). Changes in goodwill in 2010 primarily related to acquisitions in the Agriculture and Safety & Protection segments. In 2011 and 2010 , the company performed impairment tests for goodwill and...

  • Page 68
    ... next five years related to definite-lived intangible assets acquired as part of the Danisco transaction. 11. SHORT-TERM BORROWINGS AND CAPITAL LEASE OBLIGATIONS December 31, 2011 2010 Commercial paper Other loans-various currencies Long-term debt payable within one year Capital lease obligations...

  • Page 69
    ... interest rate reflects the increase in commercial paper in 2011, which had lower interest rates compared to the borrowings in 2010. 12. OTHER ACCRUED LIABILITIES December 31, 2011 2010 Compensation and other employee-related costs Deferred revenue Employee benefits (Note 17) Discounts and rebates...

  • Page 70
    ... 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...

  • Page 71
    ... 31, 2011 2010 Employee benefits: Accrued other long-term benefit costs (Note 17) Accrued pension benefit costs (Note 17) Accrued environmental remediation costs Miscellaneous $ $ 4,063 $ 9,186 316 1,943 15,508 $ 3,670 5,401 317 1,638 11,026 Miscellaneous includes asset retirement obligations...

  • Page 72
    ... in 2011, 2010 and 2009, respectively. Asset Retirement Obligations The company has recorded asset retirement obligations primarily associated with closure, reclamation and removal costs for mining operations related to the production of titanium dioxide in Performance Chemicals. The company's asset...

  • Page 73
    ... fund a medical monitoring program to pay for such medical testing. Plaintiffs may pursue personal injury claims against DuPont only for those human disease(s) for which the C8 Science Panel determines a probable link exists once the C8 Science Panel completes its work. In January 2012, the company...

  • Page 74
    ...not at prices in excess of current market. 16. STOCKHOLDERS' EQUITY The company's Board of Directors authorized a $2,000 share buyback plan in June 2001. During 2011, the company purchased and retired 13.8 million shares at a total cost of $672 under this plan. During 2010, the company purchased and...

  • Page 75
    ...-tax components comprising accumulated other comprehensive loss are summarized below: December 31, 2011 2010 2009 Cumulative translation adjustment Net revaluation and clearance of cash flow hedges to earnings Net unrealized gains on securities Pension benefits Net losses Net prior service cost...

  • Page 76
    ... parent company and certain subsidiaries provide medical, dental and life insurance benefits to pensioners and survivors, and disability and life insurance protection to employees. The associated plans for retiree benefits are unfunded and the cost of the approved claims is paid from company funds...

  • Page 77
    ... per share) Summarized information on the company's pension and other long-term employee benefit plans is as follows: Pension Benefits Obligations and Funded Status at December 31, 2011 2010 2011 Other Benefits 2010 Change in benefit obligation Benefit obligation at beginning of year Service cost...

  • Page 78
    ... in other comprehensive income 2011 2010 2009 Net periodic benefit cost Service cost Interest cost Expected return on plan assets Amortization of loss Amortization of prior service cost Net periodic benefit cost Changes in plan assets and benefit obligations recognized in other comprehensive...

  • Page 79
    ...costs, the discount rate, expected return on plan assets and the rate of compensation increase were 5.50 percent, 9.00 percent and 4.50 percent for 2011, 6.00 percent, 9.00 percent and 4.50 percent for 2010 and 6.25 percent, 9.00 percent and 4.50 percent for 2009. The company utilizes published long...

  • Page 80
    ... fund is selected by management, reflecting the results of comprehensive asset liability modeling. The general principles guiding U.S. pension asset investment policies are those embodied in the Employee Retirement Income Security Act of 1974 (ERISA). These principles include discharging the company...

  • Page 81
    ...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. Primarily receivables for investment securities sold. Primarily payables for investment securities purchased...

  • Page 82
    ...settlements Transfers (out) in of Level 3 Ending balance at December 31, 2011 $ 2,928 (9) 206 884 (89) 9) 401 - 392 $ 3,920 11 201 375 (7) $ 4,500 Cash Flow Contributions No contributions were required or made to the principal U.S. pension plan trust fund in 2011 and 2009. The company made...

  • Page 83
    ...) and performance-based restricted stock units (PSUs) with newly issued shares of DuPont common stock. The company's Compensation Committee determines the long-term incentive mix, including stock options, RSUs and PSUs and may authorize new grants annually. Stock Options The exercise price of shares...

  • Page 84
    ...fair market value of the company's stock. Total intrinsic value of options exercised for 2011, 2010 and 2009 were $216 , $109 and $0 , respectively. In 2011, the company realized a tax benefit of $67 from options exercised. As of December 31, 2011, $16 of total unrecognized compensation cost related...

  • Page 85
    ... which cash awards may be granted. These plans include Pioneer's Annual Reward Program and the company's regional and local variable compensation plans. Such awards were $386, $422 and $288 for 2011, 2010 and 2009, respectively. 19. DERIVATIVES AND OTHER HEDGING INSTRUMENTS Objectives and Strategies...

  • Page 86
    ...to hedge the commodity price risk associated with energy feedstock and agricultural commodity exposures. Fair Value Hedges Interest Rate Swaps At December 31, 2011 , the company maintained a number of interest rate swaps, which were implemented at the time debt instruments were issued, to manage the...

  • Page 87
    ... the company's derivative assets and liabilities within the fair value hierarchy, as described in Note 1, as of December 31, 2011 and 2010. Fair Value at December 31 Using Level 2 Inputs Balance Sheet Location 2011 2010 Asset derivatives: Derivatives designated as hedging instruments: Interest rate...

  • Page 88
    ... as costs of goods sold and other operating charges. 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...

  • Page 89
    ...592 $ $ 5,189 $ 282 $ 1,584 757 559 $ $ 4,806 $ 37,961 $ $ $ 3,720 $ 31,505 $ $ $ 3,182 $ 26,109 $ Net sales are attributed to countries based on the location of the customer. Includes property, plant and equipment less accumulated depreciation. Europe, Middle East, and Africa (EMEA). F-40

  • Page 90
    ... & Health, Performance Chemicals, Performance Coatings, Performance Materials, Safety & Protection and Pharmaceuticals. The company includes certain embryonic businesses not included in the reportable segments, such as pre-commercial programs, and nonaligned businesses in Other. Major products by...

  • Page 91
    ...Performance Coatings Performance Materials Safety & Protection Pharmaceuticals Other Total 2011 Segment sales Transfers Net sales PTOI Depreciation and amortization Equity in earnings of affiliates Segment net assets Affiliate net assets Purchases of property, plant and equipment 2010 Segment sales...

  • Page 92
    ...38,185 $ 48,492 $ Pension assets are included in corporate assets. Other items Segment Totals Adjustments Consolidated Totals 2011 Depreciation and amortization Equity in earnings of affiliates Affiliate net assets Purchases of property, plant and equipment 2010 Depreciation and amortization...

  • Page 93
    ... 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...

  • Page 94
    ... (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...

  • Page 95
    ... the company's process to fairly resolve claims associated with the use of Imprelis®. See description in Note 15 for further details. 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...

  • Page 96
    [email protected] 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...

  • Page 97
    Exhibit 10.2 SUPPLEMENTAL RETIREMENT INCOME PLAN Originally Adopted - August 21, 1978 Last Amended - December 18, 1996 E. I. duPont de Nemours and Company

  • Page 98
    ... The purpose of this Plan is to supplement an employee's pension payable under the Company's Pension and Retirement Plan to provide Monthly Retirement Income which represents an appropriate percentage of Average Total Monthly Pay. Supplemental retirement income generally will be provided under...

  • Page 99
    ...) 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...

  • Page 100
    ... lump sum. Except as otherwise provided, benefits under this Plan are determined based on the Plan in effect at the time of retirement. DEFINITIONS AND GENERAL CONDITIONS Definitions All terms used in this Plan which are defined in the Company's Pension and Retirement Plan will have the same meaning...

  • Page 101
    ... in connection with transfer of employment or termination of employment and other special payments, or (ii) awards, pay under a gain sharing program or payments under the Special Compensation Plan or Stock Option Plan of the Company or similar plans of the Company or any of its affiliated companies...

  • Page 102
    ... and binding. All expenses and costs in connection with the operation of this Plan shall be borne by the Company out of its general assets. Amendment 2. F. The Company reserves the right to change this Plan in its discretion by action of the Compensation and Benefits Committee or its delegate, or...

  • Page 103
    ... 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...

  • Page 104
    ... 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. 4 5 The Company's Board of Directors may elect a Special Stock Performance Committee...

  • Page 105
    ...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...

  • Page 106
    VII. OPTION PRICE The price per share of the Company's common stock which may be purchased upon exercise of a stock option granted under this Plan shall be determined by the Compensation Committee, but shall in no event be less than the fair market value of such share on the date the stock option is...

  • Page 107
    ...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...

  • Page 108
    ... 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...

  • Page 109
    ..., 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...

  • Page 110
    ... 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...

  • Page 111
    ... OF RETIREMENT BENEFITS The annual benefits payable under the Plan shall be equal to one-half of the annual Board retainer (excluding any amounts payable for committee service and the value of any stock granted under the DuPont Stock Accumulation and Deferred Compensation Plan for Directors) in...

  • Page 112
    ... OF RATIO OF EARNINGS TO FIXED CHARGES (Dollars in millions) Years Ended December 31, 2011 2010 2009 2008 2007 Income before income taxes Adjustment for companies accounted for by the equity method Capitalized interest Amortization of capitalized interest Fixed charges: Interest and debt expense...

  • Page 113
    ...) Limited DuPont Argentina S.R.L. DuPont Asia Pacific Limited DuPont Asturias, S.L. DuPont Capital Management Corporation DuPont Chemical and Energy Operations, Inc. DuPont China Holding Company Ltd. DuPont China Limited DuPont Company (Singapore) Pte Ltd. DuPont Coordination Center N.V. DuPont de...

  • Page 114
    .... E.I. DuPont Canada Company E.I. DuPont India Private Limited EKC Technology, Inc. First Chemical Corporation Holding DuPont S.A. de C.V. Howson Algraphy BV Initiatives de Mexico, S.A. de C.V. Innovalight Inc. MECS Inc. Pioneer Hi-Bred International, Inc. Solae L.L.C. Subsidiaries not listed would...

  • Page 115
    ... Company of our report dated February 8, 2012 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in this Form 10-K. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Philadelphia, Pennsylvania...

  • Page 116
    ...'s board of directors (or persons performing the equivalent functions): 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...

  • Page 117
    ...'s board of directors (or persons performing the equivalent functions): 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...

  • Page 118
    ... of Section 13(a) of the Securities Exchange Act of 1934; and The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ ELLEN J. KULLMAN Ellen J. Kullman Chief Executive Officer February 8, 2012

  • Page 119
    ... Section 13(a) of the Securities Exchange Act of 1934; and The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ NICHOLAS C. FANANDAKIS Nicholas C. Fanandakis Chief Financial Officer February 8, 2012

  • Page 120
    EXHIBIT 95 MINE SAFETY DISCLOSURES The company owns and operates a surface mine near Starke, Florida. The following table provides information about citations, orders and notices issued from the Mine Safety and Health Administration (MSHA) under the Federal Mine Safety and Health Act of 1977 (Mine ...