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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(D) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
PIONEER HI-BRED INTERNATIONAL, INC. SAVINGS PLAN
(FULL TITLE OF THE PLAN)
PIONEER HI-BRED INTERNATIONAL, INC.
800 CAPITAL SQUARE
400 LOCUST STREET
DES MOINES, IOWA 50309
(NAME AND ADDRESS OF PRINCIPAL EXECUTIVE OFFICE OF ISSUER)
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Signatures
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Administrative Committee formed under the Pioneer Hi-Bred International,
Inc. Savings Plan has duly caused the Annual Report to be signed by the
undersigned hereunto duly authorized.
Pioneer Hi-Bred International, Inc. Savings Plan
Dated: June 26, 2000 By: /s/ Frank Ross
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Vice President & Chief Financial Officer
PIONEER HI-BRED INTERNATIONAL, INC.
SAVINGS PLAN
Financial Statements as of and for the
years ended December 31, 1999 and 1998
Additional information required for Form 5500
for the year ended December 31, 1999
PIONEER HI-BRED INTERNATIONAL, INC. SAVINGS PLAN
Table of Contents
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Page Number
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Report of Independent Accountants 1
Basic Financial Statements
Statements of Net Assets Available for Benefits 2
Statements of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4-8
Additional Information *
Schedule I - Schedule of Assets Held for Investment Purposes 9
EXHIBITS
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Exhibit
Number Description
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24 Consent of Independent Accountants
* Other supplemental schedules required by Section 2520.103-10 of the Department
of Labor Rules and Regulations for Reporting and Disclosure under ERISA have
been omitted because they are not applicable.
Report of Independent Accountants
To the Participants and Administrator of
Pioneer Hi-Bred International, Inc. Savings Plan
In our opinion, the accompanying statements of net assets available for benefits
and the related statements of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of Pioneer Hi-Bred International, Inc. Savings Plan (the "Plan") at December 31,
1999, and the changes in net assets available for benefits for the year then
ended, in conformity with accounting principles generally accepted in the United
States. These financial statements are the responsibility of the Plan's
management; our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit of these statements in
accordance with auditing standards generally accepted in the United States,
which require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for the opinion expressed above.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes is presented for the purpose of additional analysis and
is not a required part of the basic financial statements but is supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. This supplemental schedule is the responsibility of the Plan's management.
The supplemental schedule has been subjected to the auditing procedures applied
in the audit of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
The financial statements of the Plan for the year ended December 31, 1998 were
audited by other independent accountants whose report dated May 21, 1999
expressed an unqualified opinion on those statements.
June 19, 2000
PIONEER HI-BRED INTERNATIONAL, INC. SAVINGS PLAN
Statements of Net Assets Available for Benefits
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As of December 31,
1999 1998
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Investments, at fair value
Registered investment companies:
T. Rowe Price Foreign Equity Fund $ 5,543,553 $ 4,620,707
T. Rowe Price New Horizons Fund 1,384,838 435,644
T. Rowe Price Small-Cap Stock Fund 7,434,546 7,369,586
Vanguard 500 Index Fund * 43,837,740 * 32,066,696
Vanguard International Growth Fund 2,746,059 1,076,520
Vanguard Prime Money Market Fund * 14,370,770 4,428,514
Vanguard PRIMECAP Fund 11,971,119 2,427,607
Vanguard Total Bond Market Index Fund 7,102,851 7,132,321
Vanguard Total Stock Market Index Fund 5,518,530 2,499,761
Vanguard Windsor II Fund 3,501,530 3,077,256
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103,411,536 65,134,612
Investment Pools:
Pioneer Hi-Bred International, Inc. Mix 1 * 23,470,720 * 22,320,678
Pioneer Hi-Bred International, Inc. Mix 2 * 19,376,383 * 17,587,424
Pioneer Hi-Bred International, Inc. Mix 3 * 79,066,211 * 68,067,463
Pioneer Hi-Bred International, Inc. Mix 4 * 46,248,779 * 40,621,829
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168,162,093 148,597,394
Pioneer Hi-Bred International Company Stock Fund - 6,471,294
DuPont Company Stock Fund 7,988,540 -
Participant Loans 4,379,813 4,825,727
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Net assets available for benefits $ 283,941,982 $ 225,029,027
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* Represents an investment 5% or more of net assets available for benefits.
The accompanying notes are an integral part of the financial statements.
2
PIONEER HI-BRED INTERNATIONAL, INC. SAVINGS PLAN
Statements of Changes in Net Assets Available for Benefits
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Year Ended December 31,
1999 1998
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Additions
Investment income:
Interest and dividend income $ 4,347,012 $ 2,200,483
Net appreciation in fair value of investments 41,541,588 24,166,645
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45,888,600 26,367,128
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Contributions:
Employer 4,833,613 4,337,707
Participant 16,259,388 14,294,818
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21,093,001 18,632,525
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Other additions 20,136 238
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Total additions 67,001,737 44,999,891
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Deductions
Payment of benefits 7,985,757 6,978,409
Asset transfers out - 2,879,947
Administrative expenses 103,025 27,528
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Total deductions 8,088,782 9,885,884
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Net increase 58,912,955 35,114,007
Net assets available for plan benefits:
Beginning of period 225,029,027 189,915,020
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End of period $ 283,941,982 $ 225,029,027
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The accompanying notes are an integral part of the financial statements.
3
PIONEER HI-BRED INTERNATIONAL, INC. SAVINGS PLAN
Notes to Financial Statements
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NOTE 1 - DESCRIPTION OF PLAN
The following description of the Pioneer Hi-Bred International, Inc. (the
"Company" or "Pioneer") Savings Plan ("Plan") provides only general information.
Participants should refer to their employees' handbook for a more complete
description of the Plan's provisions. In connection with a purchase transaction
on October 1, 1999, the Company became a wholly owned subsidiary of E. I. DuPont
de Nemours and Company, Inc. ("DuPont"). Prior to October 1, 1999 the Company
was 20% owned by DuPont.
General
The Plan is a defined contribution plan covering all full-time employees and all
temporary employees of the Company who have completed at least 1,000 hours of
service during a consecutive twelve-month period. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974 ("ERISA").
Contributions
Participants may designate 1% to 15% of their eligible earnings up to the annual
maximum amount stated by the Internal Revenue Service for deposit in the Plan.
In addition, the Company matches the participant contributions at a rate of 50%
of the first 6% contributed by a participant, up to a maximum of $3,000 per
year.
Participant Accounts
Each participant's account is credited with the participant's contribution and
allocations of (a) the Company's contribution and (b) Plan earnings and charged
with an allocation of administrative expenses. Allocations are based on
participant earnings or account balances, as defined. The benefit to which a
participant is entitled is the benefit that can be provided from the
participant's vested account.
Vesting
Participants are immediately vested in their voluntary contributions plus
earnings thereon. Participants vest in the Company matching contributions at a
rate of 20% per year and are fully vested after five years of service.
Participants also become fully vested if they die, become totally and
permanently disabled, or reach age sixty-five.
Participant Loans
Participants may borrow up to 50% of their account balance, subject to various
guidelines. The interest rate on any participant loan is fixed for the term of
the loan. The loan shall provide for periodic repayment over a period not to
exceed five years. The loans are secured by the balance in the participant's
account and bear interest at rates that range from 8% to 9%, which are
commensurate with local prevailing rates as determined by the Plan
administrator. Principal and interest is paid ratably through payroll
deductions.
Payment of Benefits
Upon termination, retirement, death or disability, a participant may elect to
receive a lump-sum distribution equal to the vested value of the participant's
account or, if the account value is greater than $5,000, the participant may
leave the balance in the account and obtain a distribution at a later date. For
accounts with a value of less than $5,000, an immediate lump-sum distribution
may be made at the discretion of the Company, which is the Plan Administrator.
4
PIONEER HI-BRED INTERNATIONAL, INC. SAVINGS PLAN
Notes to Financial Statements
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Forfeited Accounts
Upon the participant's termination of employment, any Company matching
contributions and the earnings thereon which are not vested will be forfeited,
but will be restored and eligible for additional vesting if the participant
again becomes an eligible employee within five years after termination and
completes the required years of service. Forfeitures, net of amounts restored,
are used to reduce future Company contributions required under the Plan.
Forfeitures of $0 and $93,548 were used to offset Company contributions during
the years ended December 31, 1999 and 1998, respectively. At December 31, 1999,
forfeited nonvested accounts totaled $118,749.
Plan Termination
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate the
Plan, subject to the provisions of ERISA. In the event of Plan termination,
participants will become 100% vested in their accounts.
Investment Options
All investments are participant-directed. During the plan years ended December
31, 1999 and 1998, participants were able to allocate their contributions among
the following investment options:
T. Rowe Price Foreign Equity Fund: Seeks long-term growth of capital
through investments, primarily in common stocks of established, non-U.S.
companies, in developed, newly industrialized, and emerging countries.
T. Rowe Price New Horizons Fund: Seeks to provide long-term growth.
Dividend income is incidental.
T. Rowe Price Small-Cap Stock Fund: Seeks long-term growth of capital by
investing primarily in stocks of small- to medium-sized companies.
Vanguard 500 Index Fund: Seeks to provide long-term growth of capital and
income from dividends by holding all of the 500 stocks that make up the
unmanaged Standard & Poor's 500 Composite Stock Price Index, a widely
recognized benchmark of U.S. stock market performance.
Vanguard International Growth Fund: Seeks to provide long-term growth of
capital by investing in stocks of high-quality, seasoned companies based
outside the United States. Stocks are selected from more than 15 countries.
Vanguard Prime Money Market Fund: Seeks to provide high income and a stable
share price of $1 by investing in short-term, high-quality money market
instruments issued by financial institutions, nonfinancial corporations,
the U.S. government, and federal agencies.
Vanguard PRIMECAP Fund: Seeks long-term growth of capital by investing in
stocks of companies with above-average prospects for continued earnings
growth, strong industry positions, and skilled management teams.
Vanguard Total Bond Market Index Fund: Seeks to provide a high level of
interest income by attempting to match the performance of the unmanaged
Lehman Brothers Aggregate Bond Index, which is a widely recognized measure
of the entire taxable U.S. bond market.
5
PIONEER HI-BRED INTERNATIONAL, INC. SAVINGS PLAN
Notes to Financial Statements
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Vanguard Total Stock Market Index Fund: Seeks to provide long-term growth
of capital and income by attempting to match the investment results of the
Wilshire 5000 Equity Index, an unmanaged index that covers all regularly
traded U.S. stocks.
Vanguard Windsor II Fund: Seeks to provide long-term growth of capital and
income from dividends by investing in a diversified group of out-of-favor
stocks of large-capitalization companies. The stocks generally sell at
prices below the overall market average compared to their dividend income
and future return potential.
Pioneer Hi-Bred International, Inc. Mix 1: An institutional investment pool
that invests in the following registered investment companies: T. Rowe
Price Foreign Equity Fund, Vanguard 500 Index Fund, Vanguard Prime Money
Market Fund, and Vanguard Total Bond Market Index Fund.
Pioneer Hi-Bred International, Inc. Mix 2: An institutional investment pool
that invests in the following registered investment companies: T. Rowe
Price Foreign Equity Fund, T. Rowe Price Small-Cap Stock Fund, Vanguard 500
Index Fund, and Vanguard Total Bond Market Index Fund.
Pioneer Hi-Bred International, Inc. Mix 3: An institutional investment pool
that invests in the following registered investment companies: T. Rowe
Price Foreign Equity Fund, T. Rowe Price Small-Cap Stock Fund, Vanguard 500
Index Fund, and Vanguard Total Bond Market Index Fund.
Pioneer Hi-Bred International, Inc. Mix 4: An institutional investment pool
that invests in the following registered investment companies: T. Rowe
Price Foreign Equity Fund, T. Rowe Price Small-Cap Stock Fund, and Vanguard
500 Index Fund.
Each of the four predefined Mixes consists of a different percentage of the
registered investment companies, has a different level of expected
volatility, is diversified because each is composed of a combination of the
individual registered investment companies, and is periodically rebalanced.
Company Stock Fund: Seeks to provide the possibility of long-term growth
through increases in the value of the stock and the reinvestment of its
dividends. As discussed in Note 1, in connection with DuPont's acquisition
of the remaining 80% interest in the Company, shares of the Company in the
Pioneer Hi-Bred International Company Stock Fund were sold (and the
proceeds utilized to purchase DuPont common stock) or tendered to DuPont
(in exchange for DuPont common stock). As a result of this transaction, the
Pioneer Hi-Bred International Company Stock Fund was closed.
NOTE 2 - SUMMARY OF ACCOUNTING POLICIES
The following accounting policies, which conform with accounting principles
generally accepted in the United States, have been used consistently in the
preparation of the Plan's financial statements:
Basis of Accounting
The financial statements of the Plan are prepared under the accrual method of
accounting.
6
PIONEER HI-BRED INTERNATIONAL, INC. SAVINGS PLAN
Notes to Financial Statements
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Financial Statement Presentation
The Plan adopted Statement of Position ("SOP") 99-3, Accounting for and
Reporting of Certain Defined Contribution Benefit Plan Investments and Other
Disclosure Matters. Certain reclassifications of the 1998 amounts have been made
to conform to the 1999 presentation in accordance with SOP 99-3. SOP 99-3
eliminated the previously required reporting of changes in net assets by
investment option for participant-directed investments.
Use of Estimates
The preparation of financial statements, in conformity with accounting
principles generally accepted in the United States, requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements, as well as reported amounts of additions and
deductions during the reporting period. Actual results could differ from those
estimates.
Investment Valuation and Income Recognition
The Plan's investments are stated at fair value. Shares of registered investment
companies are valued at quoted market prices which represent the net asset value
of shares held by the Plan at year-end. The DuPont Company Stock Fund and the
Pioneer Hi-Bred International Company Stock Fund are valued at their year-end
unit closing prices (comprised of year-end market price plus uninvested cash
position). Investment pools are valued at the net asset value of investments and
other assets and liabilities. Participant loans are valued at cost, which
approximates fair value.
Purchases and sales of investments are recorded on a trade-date basis. Interest
income is accrued when earned. Dividend income is recorded on the ex-dividend
date. Capital gain distributions are included in dividend income.
Payment of Benefits
Benefits are recorded when paid.
NOTE 3 - INVESTMENTS
During 1999 and 1998, the Plan's investments (including gains and losses on
investments bought, sold, and held during the year) appreciated in value as
follows:
Year Ended December 31,
1999 1998
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Registered Investment Companies $34,846,286 $24,115,140
Common Stock 6,695,302 51,505
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$ 41,541,58 $24,166,645
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7
PIONEER HI-BRED INTERNATIONAL, INC. SAVINGS PLAN
Notes to Financial Statements
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NOTE 4 - RELATED PARTY TRANSACTIONS
The Plan invests in shares of mutual funds managed by an affiliate of Vanguard
Fiduciary Trust Company ("VFTC"). VFTC acts as trustee for investments as
defined by the Plan. Transactions in such investments qualify as party-in-
interest transactions that are exempt from the prohibited transaction rules.
NOTE 5 - PLAN EXPENSES
The Company pays a portion of the expenses for services necessary for the
administration of the Plan.
NOTE 6 - TAX STATUS
The Internal Revenue Service has determined and informed the Company by letter
dated July 20, 1995 that the Plan is qualified under IRC Section 401(a). The
Plan has been amended since receiving the determination letter. However, the
Company believes the Plan is designed and is currently being operated in
compliance with the applicable requirements of the IRC.
8
PIONEER HI-BRED INTERNATIONAL, INC. SAVINGS PLAN Schedule I
Schedule of Assets Held for Investment Purposes
At December 31, 1999
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Pioneer Hi-Bred International, Inc. Savings Plan, EIN 51-0391677
Attachment to Form 5500, Schedule H, Part IV, line i
Identity of Issue Investment Type Current Value
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* T. Rowe Price Foreign Equity Fund Registered Investment Company $ 41,588,032
* T. Rowe Price New Horizons Fund Registered Investment Company 1,384,838
* T. Rowe Price Small-Cap Stock Fund Registered Investment Company 38,554,659
* Vanguard 500 Index Fund Registered Investment Company 104,167,176
* Vanguard International Growth Fund Registered Investment Company 2,746,059
* Vanguard Prime Money Market Fund Registered Investment Company 23,690,061
* Vanguard PRIMECAP Fund Registered Investment Company 11,971,119
* Vanguard Total Bond Market Index Fund Registered Investment Company 38,548,919
* Vanguard Total Stock Market Index Fund Registered Investment Company 5,518,530
* Vanguard Windsor II Fund Registered Investment Company 3,501,530
* E.I. DuPont de Nemours and Company, Inc. Company Stock 7,988,540
* Pioneer Hi-Bred International, Inc. Savings Plan Participant loans (8.00% - 9.00%) 4,379,813
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Total Assets Held for Investment Purposes $ 284,039,276
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* Party in Interest
9