e10vq
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
|
|
|
x
|
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|
|
For the quarterly period ended March 31, 2007 |
OR
|
|
|
o
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number 1-815
E. I. du Pont de Nemours and Company
(Exact Name of Registrant as Specified in Its Charter)
|
|
|
Delaware
(State or other Jurisdiction of
Incorporation or Organization)
|
|
51-0014090
(I.R.S. Employer
Identification No.) |
1007 Market Street, Wilmington, Delaware 19898
(Address of Principal Executive Offices)
(302) 774-1000
(Registrants Telephone Number)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes x No o
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer,
or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in
Rule 12b-2 of the Exchange Act. (Check one):
|
|
|
|
|
Large Accelerated Filer x
|
|
Accelerated Filer o
|
|
Non-Accelerated Filer o |
Indicate by check mark whether the Registrant is a shell company (as defined by Rule12b-2 of the
Exchange Act).
Yes
o
No x
923,674,478 shares (excludes 87,041,427 shares of treasury stock) of common stock, $0.30 par value,
were outstanding at April 16, 2007.
E. I. DU PONT DE NEMOURS AND COMPANY
Table of Contents
The terms DuPont or the company as used herein refer to E. I. du Pont de Nemours and Company
and its consolidated subsidiaries, or to E. I. du Pont de Nemours and Company, as the context may
indicate.
2
Part I. Financial Information
Item 1. CONSOLIDATED FINANCIAL STATEMENTS
E. I. du Pont de Nemours and Company
Consolidated Income Statements (Unaudited)
(Dollars in millions, except per share)
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, |
|
|
|
2007 |
|
2006 |
Net sales |
|
$ |
7,845 |
|
|
$ |
7,394 |
|
Other income, net |
|
|
316 |
|
|
|
270 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
8,161 |
|
|
|
7,664 |
|
|
|
|
|
|
Cost of goods sold and other operating charges |
|
|
5,546 |
|
|
|
5,337 |
|
Selling, general and administrative expenses |
|
|
838 |
|
|
|
791 |
|
Amortization of intangible assets |
|
|
56 |
|
|
|
59 |
|
Research and development expense |
|
|
310 |
|
|
|
313 |
|
Interest expense |
|
|
99 |
|
|
|
114 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
6,849 |
|
|
|
6,614 |
|
|
|
|
|
|
Income before income taxes and minority interests |
|
|
1,312 |
|
|
|
1,050 |
|
Provision for income taxes |
|
|
365 |
|
|
|
231 |
|
Minority interests in earnings of consolidated
subsidiaries |
|
|
2 |
|
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
945 |
|
|
$ |
817 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share of common stock |
|
$ |
1.02 |
|
|
$ |
0.88 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share of common stock |
|
$ |
1.01 |
|
|
$ |
0.88 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends per share of common stock |
|
$ |
0.37 |
|
|
$ |
0.37 |
|
|
|
|
|
|
See Notes to Consolidated Financial Statements.
3
E. I. du Pont de Nemours and Company
Consolidated Balance Sheets (Unaudited)
(Dollars in millions, except per share)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
March 31, 2007 |
|
|
2006 |
|
Assets |
|
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
883 |
|
|
$ |
1,814 |
|
Marketable debt securities |
|
|
71 |
|
|
|
79 |
|
Accounts and notes receivable, net |
|
|
6,813 |
|
|
|
5,198 |
|
Inventories |
|
|
4,855 |
|
|
|
4,941 |
|
Prepaid expenses |
|
|
213 |
|
|
|
182 |
|
Income taxes |
|
|
697 |
|
|
|
656 |
|
|
|
|
|
|
Total current assets |
|
|
13,532 |
|
|
|
12,870 |
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment, net of accumulated
depreciation (March 31, 2007 - $15,451;
December 31, 2006 - $15,221) |
|
|
10,425 |
|
|
|
10,498 |
|
Goodwill |
|
|
2,108 |
|
|
|
2,108 |
|
Other intangible assets |
|
|
2,436 |
|
|
|
2,479 |
|
Investment in affiliates |
|
|
790 |
|
|
|
803 |
|
Other assets |
|
|
3,182 |
|
|
|
3,019 |
|
|
|
|
|
|
Total |
|
$ |
32,473 |
|
|
$ |
31,777 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
2,782 |
|
|
$ |
2,711 |
|
Short-term borrowings and capital lease obligations |
|
|
1,590 |
|
|
|
1,517 |
|
Income taxes |
|
|
422 |
|
|
|
178 |
|
Other accrued liabilities |
|
|
3,020 |
|
|
|
3,534 |
|
|
|
|
|
|
Total current liabilities |
|
|
7,814 |
|
|
|
7,940 |
|
|
|
|
|
|
|
|
|
|
Long-term borrowings and capital lease obligations |
|
|
6,010 |
|
|
|
6,013 |
|
|
|
|
|
|
|
|
|
|
Other liabilities |
|
|
7,629 |
|
|
|
7,692 |
|
|
|
|
|
|
|
|
|
|
Deferred income taxes |
|
|
402 |
|
|
|
269 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
21,855 |
|
|
|
21,914 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Minority interests |
|
|
442 |
|
|
|
441 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingent liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders equity |
|
|
|
|
|
|
|
|
Preferred stock |
|
|
237 |
|
|
|
237 |
|
Common stock, $0.30 par value; 1,800,000,000 shares
authorized; Issued at March 31, 2007 - 1,010,645,282;
December 31, 2006 - 1,009,109,136 |
|
|
303 |
|
|
|
303 |
|
Additional paid-in capital |
|
|
8,072 |
|
|
|
7,797 |
|
Reinvested earnings |
|
|
10,142 |
|
|
|
9,679 |
|
Accumulated other comprehensive loss |
|
|
(1,851 |
) |
|
|
(1,867 |
) |
Common stock held in treasury, at cost (87,041,427 shares
at March 31, 2007 and December 31, 2006) |
|
|
(6,727 |
) |
|
|
(6,727 |
) |
|
|
|
|
|
Total stockholders equity |
|
|
10,176 |
|
|
|
9,422 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
32,473 |
|
|
$ |
31,777 |
|
|
|
|
|
|
See Notes to Consolidated Financial Statements.
4
E. I. du Pont de Nemours and Company
Consolidated Statements of Cash Flows (Unaudited)
(Dollars in millions)
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, |
|
|
2007 |
|
2006 |
Operating activities |
|
|
|
|
|
|
|
|
Net income |
|
$ |
945 |
|
|
$ |
817 |
|
Adjustments to reconcile net income to cash used
for operating activities: |
|
|
|
|
|
|
|
|
Depreciation |
|
|
290 |
|
|
|
286 |
|
Amortization of intangible assets |
|
|
56 |
|
|
|
59 |
|
Contributions to pension plans |
|
|
(84 |
) |
|
|
(77 |
) |
Other noncash charges and credits, net |
|
|
73 |
|
|
|
183 |
|
Change in operating assets and liabilities, net |
|
|
(1,520 |
) |
|
|
(1,649 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash used for operating activities |
|
|
(240 |
) |
|
|
(381 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing activities |
|
|
|
|
|
|
|
|
Purchases of property, plant and equipment |
|
|
(273 |
) |
|
|
(341 |
) |
Investments in affiliates |
|
|
(11 |
) |
|
|
(7 |
) |
Payments for businesses, net of cash acquired |
|
|
|
|
|
|
(51 |
) |
Proceeds from sales of assets, net of cash sold |
|
|
27 |
|
|
|
19 |
|
Net decrease in short-term financial instruments |
|
|
10 |
|
|
|
40 |
|
Forward exchange contract settlements |
|
|
(41 |
) |
|
|
8 |
|
Other investing activities, net |
|
|
19 |
|
|
|
7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash used for investing activities |
|
|
(269 |
) |
|
|
(325 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing activities |
|
|
|
|
|
|
|
|
Dividends paid to stockholders |
|
|
(347 |
) |
|
|
(345 |
) |
Net increase in borrowings |
|
|
41 |
|
|
|
813 |
|
Acquisition of treasury stock |
|
|
(300 |
) |
|
|
|
|
Proceeds from exercise of stock options |
|
|
250 |
|
|
|
18 |
|
Other financing activities, net |
|
|
(69 |
) |
|
|
(54 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash (used for) provided by financing activities |
|
|
(425 |
) |
|
|
432 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash |
|
|
3 |
|
|
|
(6 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Decrease in cash and cash equivalents |
|
$ |
(931 |
) |
|
$ |
(280 |
) |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at beginning of period |
|
|
1,814 |
|
|
|
1,736 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period |
|
$ |
883 |
|
|
$ |
1,456 |
|
|
|
|
|
|
See Notes to Consolidated Financial Statements.
5
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share)
Note 1. Summary of Significant Accounting Policies
Interim Financial Statements
The accompanying unaudited consolidated financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America (U.S.) for interim
financial information and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. In the
opinion of management, all adjustments (consisting of normal recurring adjustments) considered
necessary for a fair statement of the results for interim periods have been included. Results for
interim periods should not be considered indicative of results for a full year. These interim
Consolidated Financial Statements should be read in conjunction with the Consolidated Financial
Statements and Notes thereto contained in the companys Annual Report on Form 10-K for the year
ended December 31, 2006. The Consolidated Financial Statements include the accounts of the company
and all of its subsidiaries in which a controlling interest is maintained, as well as variable
interest entities in which DuPont is considered the primary beneficiary. Certain reclassifications
of prior years data have been made to conform to current year classifications.
Accounting Standards Issued Not Yet Adopted
In September 2006, the Financial Accounting Standards Board (FASB) issued Statement of Financial
Accounting Standards (SFAS) No. 157, Fair Value Measurements, (SFAS 157) which addresses how
companies should measure fair value when required for recognition or disclosure purposes under
generally accepted accounting principles in the U.S. (GAAP). The standards provisions will be
applied to existing accounting measurements and related disclosures that are based on fair value.
SFAS 157 does not require any new fair value measurements. The standard applies a common definition
of fair value to be used throughout GAAP, with emphasis on fair value as a market based
measurement versus an entity-specific measurement, and establishes a hierarchy of fair value
measurement methods. The disclosure requirements are expanded to include the extent to which
companies use fair value measurements, the methods and assumptions used to measure fair value and
the effect of fair value measurements on earnings. SFAS 157 is effective for fiscal years beginning
after November 15, 2007. The new standards provisions applicable to the company will be applied
prospectively beginning
January 1, 2008 and the company is currently evaluating the impact of adoption on its consolidated
financial statements.
Note 2. Effect of Adoption of FASB Interpretation No. 48 (FIN 48), Accounting for Uncertainty in
Income Taxes
Each year the company files hundreds of income tax returns in the various national, state, and
local income taxing jurisdictions in which it operates. These tax returns are subject to
examination and possible challenge by the taxing authorities. Positions challenged by the taxing
authorities may be settled or appealed by the company. As a result, there is an uncertainty in
income taxes recognized in the companys financial statements in accordance with SFAS 109,
Accounting for Income Taxes.
In 2006, the FASB issued FIN 48, which clarifies the application of SFAS 109 by defining a
criterion that an individual income tax position must meet for any part of the benefit of that
position to be recognized in an enterprises financial statements and provides guidance on
measurement, derecognition, classification, accounting for interest and penalties, accounting in
interim periods, disclosure, and transition.
In accordance with the transition provisions, the company adopted FIN 48 effective January 1, 2007.
This resulted in a $116 reduction in the previously accrued liabilities and a corresponding $116
increase in Reinvested earnings at January 1, 2007. In accordance with FIN 48, the total amount of
global
6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share)
unrecognized tax benefits at January 1, 2007 was $1,070. Of the $1,070 of unrecognized tax
benefits, $714 relates to tax positions, which if recognized would reduce tax expense. The total
gross accrued interest and penalties at January 1, 2007 was $134. Interest accrued related to
unrecognized tax benefits is included in interest income, net of miscellaneous interest expense,
under Other income, net. Income tax related penalties are included in the provision for income
taxes.
The company and/or its subsidiaries files income tax returns in the U.S. federal jurisdiction, and
various states and non-U.S. jurisdictions. With few exceptions, the company is no longer subject to
U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years
before 1999. Given the uncertainty regarding when tax authorities will complete their examinations
and the possible outcomes of their examinations, a current estimate of the range of reasonably
possible significant increases or decreases that may occur within the next twelve months cannot be
made.
Note 3. Other Income, Net
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
March 31, |
|
|
2007 |
|
2006 |
Cozaar®/Hyzaar® income |
|
$ |
224 |
|
|
$ |
168 |
|
Royalty income |
|
|
25 |
|
|
|
26 |
|
Interest income, net of miscellaneous
interest expense |
|
|
22 |
|
|
|
30 |
|
Equity in earnings of affiliates |
|
|
6 |
|
|
|
10 |
|
Net gains on sales of assets |
|
|
10 |
|
|
|
|
|
Net exchange losses |
|
|
(21 |
) |
|
|
(13 |
) |
Miscellaneous income and expenses, net |
|
|
50 |
|
|
|
49 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
316 |
|
|
$ |
270 |
|
|
|
|
|
|
The company routinely uses forward exchange contracts to offset its net exposures, by
currency, related to the foreign currency-denominated monetary assets and liabilities of its
operations. 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. The net pre-tax exchange gains and losses are largely offset by the associated tax impact.
Miscellaneous
income and expenses, net, principally includes sales of technology and intangible
assets, insurance recoveries, litigation settlements and other miscellaneous items.
7
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share)
Note 4. Restructuring Activities
During the first quarter 2007, there were no changes in estimates related to reserves established
for restructuring initiatives recorded in 2006 or in prior years. A complete discussion of all
restructuring initiatives is included in the companys Annual Report on Form 10-K for the year
ended December 31, 2006, at Note 5, Restructuring Activities.
The account balances and activity for the companys restructuring programs are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2004 |
|
|
2002 |
|
|
|
|
|
|
Programs |
|
Programs |
|
Programs |
|
Total |
Balance at December 31, 2006 |
|
$ |
152 |
|
|
$ |
13 |
|
|
$ |
12 |
|
|
$ |
177 |
|
Employee separation payments |
|
|
(16 |
) |
|
|
(5 |
) |
|
|
(1 |
) |
|
|
(22 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at March 31, 2007 |
|
$ |
136 |
|
|
$ |
8 |
|
|
$ |
11 |
|
|
$ |
155 |
|
|
|
|
|
|
|
|
|
|
Agriculture & Nutrition
As of March 31, 2007, approximately 100 employees were separated relating to the 2006 Agriculture &
Nutrition refocus plan.
Coatings & Color Technologies
During the first quarter 2006, a transformation plan was instituted within the Coatings & Color
Technologies segment in order to better serve the companys customers and improve profitability.
Restructuring charges resulting from this plan totaled $135. As of March 31, 2007, approximately
900 employees were separated relating to the 2006 Coatings & Color Technologies business
transformation plan.
Note 5. Provision for Income Taxes
In the first quarter 2007, the company recorded a tax provision of $365, including $10 of tax
benefit associated with the companys policy of hedging the foreign currency-denominated monetary
assets and liabilities of its operations.
In the first quarter 2006, the company recorded a tax provision of $231, including $4 of tax
expense associated with the companys hedging program. Also included in the first quarter 2006 was
a net tax benefit of $41 related to the reversal of certain prior year tax contingencies previously
reserved.
8
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share)
Note 6. Earnings Per Share of Common Stock
Set forth below is a reconciliation of the numerator and denominator for basic and diluted earnings
per share calculations for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, |
|
|
2007 |
|
2006 |
Numerator: |
|
|
|
|
|
|
|
|
Net income |
|
$ |
944.9 |
|
|
$ |
817.1 |
|
Preferred dividends |
|
|
(2.5 |
) |
|
|
(2.5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income available to common
stockholders |
|
$ |
942.4 |
|
|
$ |
814.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator: |
|
|
|
|
|
|
|
|
|
Weighted-average
number of common
shares Basic |
|
|
924,020,389 |
|
|
|
921,213,271 |
|
|
|
|
|
|
|
|
|
|
Dilutive effect of the companys
employee compensation plans
and accelerated share repurchase
agreement |
|
|
9,247,103 |
|
|
|
8,587,137 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average
number of common
shares Diluted |
|
|
933,267,492 |
|
|
|
929,800,408 |
|
|
|
|
|
|
The following average number of stock options were antidilutive, and therefore, were not
included in the diluted earnings per share calculations:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, |
|
|
|
2007 |
|
|
2006 |
|
Average Number of Stock Options |
|
|
21,774,067 |
|
|
|
79,093,513 |
|
The 57.3 million decrease in the average number of stock options that were antidilutive in the
first quarter 2007 versus 2006 is primarily due to the increase in the companys average stock
price. Additionally, the 12.8 million stock options that expired unexercised and were cancelled in
January 2007 were included in the average number of stock options that were antidilutive in the
first quarter 2006.
Note 7. Inventories
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
December 31, |
|
|
|
2007 |
|
2006 |
Finished products |
|
$ |
3,398 |
|
|
$ |
3,075 |
|
Semifinished products |
|
|
1,206 |
|
|
|
1,616 |
|
Raw materials and supplies |
|
|
818 |
|
|
|
804 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,422 |
|
|
|
5,495 |
|
Adjustment of inventories to a last-in, first-out (LIFO) basis |
|
|
(567 |
) |
|
|
(554 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
4,855 |
|
|
$ |
4,941 |
|
|
|
|
|
|
9
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share)
Note 8. Goodwill and Other Intangible Assets
There were no significant changes in Goodwill for the period ended March 31, 2007.
The gross carrying amounts and accumulated amortization in total and by major class of Other
intangible assets are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2007 |
|
December 31, 2006 |
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
Gross |
|
Amortization |
|
Net |
|
Gross |
|
Amortization |
|
Net |
Intangible assets subject to
amortization (Definite-lived): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchased technology |
|
$ |
2,102 |
|
|
$ |
(1,295 |
) |
|
$ |
807 |
|
|
$ |
2,099 |
|
|
$ |
(1,253 |
) |
|
$ |
846 |
|
Patents |
|
|
149 |
|
|
|
(49 |
) |
|
|
100 |
|
|
|
141 |
|
|
|
(46 |
) |
|
|
95 |
|
Trademarks |
|
|
53 |
|
|
|
(15 |
) |
|
|
38 |
|
|
|
53 |
|
|
|
(14 |
) |
|
|
39 |
|
Other |
|
|
535 |
|
|
|
(199 |
) |
|
|
336 |
|
|
|
536 |
|
|
|
(192 |
) |
|
|
344 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,839 |
|
|
|
(1,558 |
) |
|
|
1,281 |
|
|
|
2,829 |
|
|
|
(1,505 |
) |
|
|
1,324 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intangible assets not subject to
amortization (Indefinite-lived): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trademarks / tradenames |
|
|
180 |
|
|
|
|
|
|
|
180 |
|
|
|
180 |
|
|
|
|
|
|
|
180 |
|
Pioneer germplasm |
|
|
975 |
|
|
|
|
|
|
|
975 |
|
|
|
975 |
|
|
|
|
|
|
|
975 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1,155 |
|
|
$ |
|
|
|
$ |
1,155 |
|
|
$ |
1,155 |
|
|
$ |
|
|
|
$ |
1,155 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
3,994 |
|
|
$ |
(1,558 |
) |
|
$ |
2,436 |
|
|
$ |
3,984 |
|
|
$ |
(1,505 |
) |
|
$ |
2,479 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The aggregate amortization expense for definite-lived intangible assets was $56 and $59 for
the three-month periods ended March 31, 2007 and 2006, respectively. The estimated aggregate
pre-tax amortization expense for 2007 and each of the next five years is approximately $225, $210,
$180, $145, $140 and $120.
Note 9. Commitments and Contingent Liabilities
Guarantees
Product Warranty Liability
The company warrants to the original purchaser of its products that it will, at its option, repair
or replace, without charge, such products if they fail due to a manufacturing defect. The term of
these warranties vary (30 days to 10 years) by product. The companys estimated product warranty
liability as of March 31, 2007, is $25. The company has recourse provisions for certain products
that would enable recovery from third parties for amounts paid under the warranties. The company
accrues for product warranties when, based on available information, it is probable that customers
will make claims under warranties relating to products that have been sold and a reasonable
estimate of the costs (based on historical claims experience relative to sales) can be made.
Indemnifications
In connection with acquisitions and divestitures, the company has indemnified respective parties
against certain liabilities that may arise in connection with these transactions and business
activities prior to the completion of the transaction. The term of these indemnifications, which
typically pertain to environmental, tax and product liabilities, is generally indefinite. In
addition, the company indemnifies its duly elected or appointed directors and officers to the
fullest extent permitted by Delaware law, against liabilities incurred as a result of their
activities for the company, such as adverse judgments relating to litigation matters. If the
indemnified party were to incur a liability or have a liability increase as a result of a
successful claim,
10
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share)
pursuant to the terms of the indemnification, the company would be required to
reimburse the indemnified party. The maximum amount of potential future payments is generally
unlimited. The carrying amounts recorded for all indemnifications as of March 31, 2007, and
December 31, 2006, is $104 and $105, respectively. Although it is reasonably possible that future
payments may exceed amounts accrued, due to the nature of indemnified items, it is not possible to
make a reasonable estimate of the maximum potential loss or range of loss. No assets are held as
collateral and no specific recourse provisions exist.
In connection with the sale of the majority of the net assets of Textiles and Interiors (INVISTA),
the company indemnified the purchasers, subsidiaries of Koch Industries, Inc. (Koch), against
certain liabilities primarily related to taxes, legal and environmental matters and other
representations and warranties. The estimated fair value of these obligations of $70 is included in
the indemnifications balance of $104 at March 31, 2007. The fair value was based on managements
best estimate of the value expected to be required to issue the indemnifications in a standalone,
arms length transaction with an unrelated party and, where appropriate, by the utilization of
probability weighted discounted net cash flow models.
Obligations for Equity Affiliates & Others
The company has directly guaranteed various debt obligations under agreements with third parties
related to equity affiliates, customers, suppliers and other unaffiliated companies. At March 31,
2007, the company had directly guaranteed $574 of such obligations, plus $248 relating to
guarantees of historical obligations for divested subsidiaries and affiliates. This represents the
maximum potential amount of future (undiscounted) payments that the company could be required to
make under the guarantees. The company would be required to perform on these guarantees in the
event of default by the guaranteed party. No material loss is anticipated by reason of such
agreements and guarantees.
In certain cases, the company has recourse to assets held as collateral, as well as personal
guarantees from customers and suppliers. Assuming liquidation, these assets are estimated to cover
approximately 44 percent of the $274 of guaranteed obligations of customers and suppliers. Set
forth below are the companys guaranteed obligations at March 31, 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short- |
|
|
Long- |
|
|
|
|
|
|
|
|
Term |
|
|
Term |
|
|
Total |
|
|
Obligations for customers, suppliers and other unaffiliated companies 1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank borrowings (terms up to 5 years) |
|
|
$ |
134 |
|
|
|
$ |
138 |
|
|
|
$ |
272 |
|
|
|
Revenue bonds (term 2 years) |
|
|
|
|
|
|
|
|
2 |
|
|
|
|
2 |
|
|
|
Obligations for equity affiliates 2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank borrowings (terms up to 6 years) |
|
|
|
249 |
|
|
|
|
23 |
|
|
|
|
272 |
|
|
|
Leases on equipment and facilities (terms up to 4 years) |
|
|
|
|
|
|
|
|
28 |
|
|
|
|
28 |
|
|
|
Total obligations for customers, suppliers, other unaffiliated companies and
equity affiliates |
|
|
|
383 |
|
|
|
|
191 |
|
|
|
|
574 |
|
|
|
Obligations for divested subsidiaries and affiliates 3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conoco Inc. (Conoco) (terms from 2-20 years) |
|
|
|
|
|
|
|
|
145 |
|
|
|
|
145 |
|
|
|
Consolidation Coal Sales Company (term 4-5 years) |
|
|
|
|
|
|
|
|
103 |
|
|
|
|
103 |
|
|
|
Total obligations for divested subsidiaries and affiliates |
|
|
|
|
|
|
|
|
248 |
|
|
|
|
248 |
|
|
|
|
|
|
$ |
383 |
|
|
|
$ |
439 |
|
|
|
$ |
822 |
|
|
|
|
|
1 Existing guarantees for customers and suppliers arose as part of contractual
agreements. |
|
|
|
2 Existing guarantees for equity affiliates arose for liquidity needs in normal
operations. |
|
|
|
3 The company has guaranteed certain obligations and liabilities related to divested
subsidiaries, including Conoco and its subsidiaries and affiliates and Consolidation Coal
Sales Company. The Restructuring, Transfer and Separation Agreement between DuPont and Conoco
requires Conoco to use its best efforts to have Conoco, or any of its subsidiaries, substitute
for DuPont. Conoco and Consolidation Coal Sales Company have indemnified the company for any
liabilities the company may incur pursuant to these guarantees. |
11
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share)
Residual Value Guarantees
As of March 31, 2007, the company had one synthetic lease program relating to short-lived
equipment. In connection with this synthetic lease program, the company had residual value
guarantees in the amount of $98 at March 31, 2007. The guarantee amounts are tied to the
unamortized lease values of the assets under synthetic lease and are due should the company decide
neither to renew these leases nor to exercise its purchase option. At March 31, 2007, the company
had no liabilities recorded for these
obligations. Any residual value guarantee amounts paid to the lessor may be recovered by the
company from the sale of the assets to a third party.
Litigation
Benlate®
In 1991, DuPont began receiving claims by growers that use of Benlate® 50 DF fungicide
had caused crop damage. DuPont has since been served with thousands of lawsuits, most of which have
been disposed of through trial, dismissal or settlement. The status of Benlate® cases is
indicated in the table below.
|
|
|
|
|
|
|
Number of Cases |
|
Balance at December 31, 2006 |
|
|
60 |
|
Filed |
|
|
|
|
Resolved |
|
|
16 |
|
|
|
|
|
Balance at March 31, 2007 |
|
|
44 |
|
|
|
|
|
Nine cases are pending in Florida state court, involving allegations that Benlate®
caused crop damage. The court dismissed for failure to prosecute one of the nine cases in November
2006 on DuPonts motion. Plaintiffs are expected to appeal. Two of the nine cases, involving twenty
seven Costa Rican fern growers, were tried during the second quarter of 2006 resulting in a $56
judgment against DuPont. At trial, the plaintiffs sought damages in the range of $270 to $400. The
plaintiffs as well as DuPont have filed post trial motions and DuPont will appeal the verdict.
DuPont believes that the appeal will be resolved in its favor and, therefore, has not established a
reserve relating to the judgment.
The dismissal of 16 of the reopener cases by the Florida federal court was affirmed by the Eleventh
Circuit Court of Appeals in late 2006 and these cases were closed during the first quarter of 2007.
Therefore, at March 31, 2007, there were 7 pending cases seeking to reopen settlements with the
company by alleging that it committed fraud and misconduct, as well as violations of federal and
state racketeering laws.
Five of these 7 cases were consolidated for trial in Hawaii federal court. On April 24, 2007,
during a conference with the presiding judge, the parties reached an agreement in principle to
settle the 5 cases for $8.5. In 2005, one of the two other pending cases was settled in part for
$1.2 and the Hawaii state court granted DuPonts motion dismissing the remainder of the case.
However, plaintiffs have appealed the dismissal so the case remains pending. There is one case
remaining in Florida.
There are two cases involving allegations that Benlate® caused birth defects to children
exposed in utero pending before the Delaware state court. In April 2007, DuPont reached a
settlement in principle with the six plaintiffs in these two cases as well as 26 other claimants
represented by the same attorney. If the settlement is approved by the court and finalized, it will
resolve all birth defects claims known by DuPont to exist. The total amount of the settlement is
$9.
Twenty six cases involving damage to shrimp are pending against the company in state court in
Florida. The company contends that the injuries alleged are attributable to a virus, Taura Syndrome
Virus, and in no way involve Benlate® OD. One case was tried in late 2000 and another in
early 2001. Both trials resulted in adverse judgments of approximately $14 each. The intermediate
appellate court subsequently reversed the adverse verdicts and, in the first quarter of 2005,
judgments were entered in the companys favor in both cases. Plaintiffs filed a motion seeking
sanctions for alleged discovery defaults in all of the cases, including the two cases in which
judgment has been entered for the company. The court denied most of the sanctions
12
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share)
sought by
plaintiffs, but did impose on DuPont the reasonable and necessary attorney fees incurred by
plaintiffs in moving for sanctions.
The company does not believe that Benlate® caused the damages alleged in each of these
cases and denies the allegations of fraud and misconduct. The company continues to defend itself in
ongoing matters. As of March 31, 2007, the company has incurred costs and expenses of approximately
$2 billion associated with these matters. The company has recovered approximately $275 of its costs
and expenses through
insurance and does not expect additional insurance recoveries, if any, to be significant. At March
31, 2007, the company has reserves of $15 related to the settlements in principle for the birth
defect claims and reopener cases.
PFOA
Environmental Actions Involving the Washington Works Site and Surrounding Area
In November 2006, DuPont entered into an Order on Consent under the Safe Drinking Water Act (SDWA)
with U.S. Environmental Protection Agency (EPA) establishing a precautionary interim screening
level for PFOA (collectively, perfluorooctanoic acids and its salts, including the ammonium salt)
of 0.5 parts per billion (ppb) in drinking water sources in the area around the DuPont Washington
Works site located in Parkersburg, West Virginia. As part of the Order on Consent, DuPont will
conduct a survey and perform sampling and analytical testing of certain public and private water
systems in the area. DuPont is required under the agreement to offer to install water treatment
systems or an EPA-approved alternative if PFOA levels are detected at or above 0.5 ppb.
In 2001, DuPont and the West Virginia Department of Environmental Protection (WVDEP) signed a
multimedia Consent Order (the WV Order) that required environmental sampling and analyses and the
development of screening levels for PFOA that is used or managed by the Washington Works plant. As
a result, in 2002, the WVDEP established a screening level of 150 micrograms PFOA per liter
screening level for drinking water, a soil screening level of 240 parts per million, a screening
level of 1 microgram per cubic meter for air and a screening level of 1360 ppb for aquatic life.
Under the WV Order, sanctions could be imposed if any of the screening levels were exceeded. Based
on sampling through 2006 and air dispersion modeling, DuPont has not exceeded these screening
levels. The company has agreed to conduct annual sampling in 2007 for the City of Parkersburg. In
addition, environmental sampling of the PFOA levels in the groundwater and drinking water has been
conducted across the Ohio River pursuant to a Memorandum of Understanding among DuPont, the Ohio
Environmental Protection Agency, the WVDEP and the Division of Health and Human Resources, (the
Ohio MOU). Additional monitoring was conducted in Ohio through 2006. In late 2005 DuPont and EPA
entered into a Memorandum of Understanding (EPA MOU) that requires DuPont to monitor PFOA in the
soil, air, water and biota around the Washington Works site. At March 31, 2007, DuPont has reserves
of about $1 to fund its activities under the WV Order, EPA MOU and Order on Consent.
EPA Administrative Complaints
In July and December 2004, the EPA filed administrative complaints against DuPont alleging that the
company failed to comply with the technical reporting requirements of the Toxic Substances Control
Act (TSCA) and the Resource Conservation and Recovery Act (RCRA) regarding PFOA. The first
complaint related to information about PFOA for a period beginning in June 1981 through March 2001;
the second related to information about PFOA for a period beginning in late July 2004 to
mid-October 2004. In December 2005, the parties entered into a settlement agreement to resolve the
original counts set forth in the complaints and the additional counts raised by the EPA in 2005. As
a result in 2005, the company established reserves of $16.5 to fund its obligations under the
settlement agreement. The agreement requires the company to pay civil fines of $10.25 and complete
two Supplemental Environmental Projects at a total cost of $6.25 by December 27, 2008. The company
paid the civil fines of $10.25 in January 2006.
13
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share)
Department of Justice: Grand Jury Subpoena
On May 17, 2005, DuPont was served with a grand jury subpoena from the U.S. District Court for the
District of Columbia. The subpoena, which was served by the Environmental Crimes Section of the
Environment and Natural Resources Division of the Department of Justice (DOJ), relates to PFOA,
ammonium perfluorooctanoate (APFO), C-8 and FC-143. The subpoena calls for the production of
documents previously produced to the EPA and other documents related to those chemicals. DuPont has
been and will
continue to be fully responsive to the DOJ in this matter and has begun the production of
documents. It is expected that the collection, review and production of documents will continue
throughout 2007. Several former DuPont employees have been subpoenaed to testify before the grand
jury.
Class Actions: Drinking Water
In August 2001, a class action, captioned Leach v. DuPont, was filed in West Virginia state court
against DuPont and the Lubeck Public Service District. DuPont uses PFOA as a processing aid to
manufacture fluoropolymer resins and dispersions at various sites around the world including its
Washington Works plant in West Virginia. The complaint alleged that residents living near the
Washington Works facility had suffered, or may suffer, deleterious health effects from exposure to
PFOA in drinking water. The relief sought included damages for medical monitoring, diminution of
property values and punitive damages plus injunctive relief to stop releases of PFOA. DuPont and
attorneys for the class reached a settlement agreement in 2004 and as a result, the company
established reserves of $108 in 2004. The agreement was approved by the Wood County Circuit Court
on February 28, 2005 after a fairness hearing. The settlement binds a class of approximately 80,000
residents. As defined by the court, the class includes those individuals who have consumed, for at
least one year, water containing 0.05 ppb or greater of PFOA from any of six designated public
water sources or from sole source private wells.
In July 2005, the company paid the plaintiffs attorneys fees and expenses of $23 and made a
payment of $70, which class counsel has designated to fund a community health project. The company
also is funding a health study by an independent science panel of experts in the communities
exposed to PFOA to evaluate available scientific evidence on whether any probable link exists
between exposure to PFOA and human disease. The independent science panel health study is estimated
to cost $18, of which $5 was originally placed in an interest-bearing escrow account. As of 2007,
the expected timeframe to complete the study is three to five years. In addition, the company is
providing state-of-the art water treatment systems designed to reduce the level of PFOA in water to
six area water districts until the science panel determines that PFOA does not cause disease or
until applicable water standards can be met without such treatment. At March 31, 2007, the
estimated cost of constructing, operating and maintaining these systems is $19 of which $10 was
originally placed in an interest-bearing escrow account. As a result of payments and activities
undertaken related to the settlement agreement during the period, the reserve balance at March 31,
2007, was $27, including $7 in interest bearing escrow accounts.
The settlement resulted in the dismissal of all claims asserted in the lawsuit except for personal
injury claims. If the independent science panel concludes that no probable link exists between
exposure to PFOA and any diseases, then the settlement would also resolve personal injury claims.
If it concludes that a probable link does exist between exposure to PFOA and any diseases, then
DuPont would also fund up to $235 for a medical monitoring program to pay for such medical testing.
In this event, plaintiffs would retain their right to pursue personal injury claims. All other
claims in the lawsuit would remain dismissed by the settlement. DuPont believes that it is remote
that the panel will find a probable link. Therefore, at March 31, 2007, the company had
not established any reserves related to medical monitoring or personal injury claims. However,
there can be no assurance as to what the independent science panel will conclude.
The company is funding a voluntary bottled water program (estimated to cost about $3) for residents
in the Little Hocking area water district on an interim basis until the installation of the water
treatment systems.
In the second quarter of 2006, three purported class actions were filed alleging that drinking
water had been contaminated by PFOA in excess of 0.05 ppb due to alleged releases from certain
DuPont plants. One of these cases was filed in West Virginia state court on behalf of customers of
the Parkersburg City Water
14
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share)
District, but was removed on DuPonts motion to the U.S. District Court
for the Southern District of West Virginia. The other two purported class actions were filed in New
Jersey. One was filed in federal court on behalf of individuals who allegedly drank water
contaminated by releases from DuPonts Chambers Works plant in Deepwater, New Jersey. The second
was filed in state court on behalf of customers serviced primarily by the Pennsville Township Water
Department and was removed to New Jersey federal district court on DuPonts motion. The New Jersey
cases have been combined for purposes of discovery and the complaints have been amended to allege
that drinking water had been contaminated by PFOA in excess of 0.04 ppb. The company intends to defend itself vigorously against these lawsuits alleging
contamination of drinking water sources.
While DuPont believes that it is reasonably possible that it could incur losses related to PFOA
matters in addition to those matters discussed above for which it has established reserves, a range
of such losses, if any, cannot be reasonably estimated at this time.
Consumer Products Class Actions
|
|
|
|
|
|
|
Number of Cases |
|
Balance at December 31, 2006 |
|
|
22 |
|
Filed |
|
|
1 |
|
Resolved |
|
|
|
|
|
|
|
|
Balance at March 31, 2007 |
|
|
23 |
|
|
|
|
|
As of March 31, 2007, 23 intrastate class actions have been filed on behalf of consumers who have
purchased cookware with Teflon® non-stick coating in federal district courts against
DuPont. The actions were filed on behalf of consumers in Colorado, Connecticut, Delaware, the
District of Columbia, Florida, Illinois, Indiana, Iowa, Kentucky, Massachusetts, Michigan,
Missouri, New Jersey, New Mexico, New York, Ohio, Oklahoma, Pennsylvania, South Carolina, Texas and
West Virginia. Two of the 23 actions were filed in California. By order of the Judicial Panel on
Multidistrict Litigation, all of these actions have been combined for coordinated and consolidated
pre-trial proceedings in federal district court for the Southern District of Iowa. The proceedings
in this court will include the central question of whether these cases can proceed as class
actions. A ruling on this issue is expected in 2007.
The actions allege that DuPont violated state laws by engaging in deceptive and unfair trade
practices by failing to disclose to consumers that products containing Teflon® were or
are potentially harmful to consumers and that DuPont has liability based on state law theories of
negligence and strict liability. The actions allege that Teflon® contained or released
harmful and dangerous substances; including a chemical
(PFOA) alleged to have been determined to be likely to cause cancer in humans. The actions seek
unspecified monetary damages for consumers who purchased cooking products containing
Teflon®, as well as the creation of funds for medical monitoring and independent
scientific research, attorneys fees and other relief. In December 2005, a motion was filed by a
single named plaintiff in the Superior Court for the Province of Quebec, Canada seeking
authorization to institute a class action on behalf of all Quebec consumers who have purchased or
used kitchen items, household appliances or food-packaging containing Teflon® or
Zonyl® non-stick coatings. A ruling on this motion is expected from the Court in 2007.
The plaintiff withdrew its 2006 motion to include all Canadian consumers, not just Quebec
residents, of these products as part of the class. Damages are not quantified, but are alleged to
include the cost of replacement products as well as one hundred dollars per class member as
exemplary damages.
The company believes that the 23 class actions and the motion filed in Quebec are without merit
and, therefore, believes it is remote that it will incur losses related to these actions. At March
31, 2007, the company had not established any reserves related to these matters.
15
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share)
Elastomers Antitrust Matters
Since 2002, the U.S., European Union (EU) and Canadian antitrust authorities have investigated the
synthetic rubber markets for possible violations. These investigations included DuPont Dow
Elastomers, LLC (DDE), as a result of its participation in the polychloroprene (PCP) and ethylene
propylene diene
monomer (EPDM) markets. DDE was a joint venture between The Dow Chemical Company (Dow) and DuPont.
In April 2004, DuPont and Dow entered into a series of agreements under which DuPont obtained
complete control over directing DDEs response to these investigations and the related litigation
and DuPont agreed to a disproportionate share of the ventures liabilities and costs related to
these matters. Consequently, DuPont bears any potential liabilities and costs up to the initial
$150. Dow is obligated to indemnify DuPont for up to $72.5 by paying 15 to 30 percent toward
liabilities and costs in excess of $150. On June 30, 2005, DDE became a wholly owned subsidiary of
DuPont and was renamed DuPont Performance Elastomers LLC (DPE).
During the first quarter 2007, an agreement in principle was reached with the Canadian antitrust
authorities to resolve all criminal antitrust allegations against DDE related to PCP through a plea
agreement which includes a fine of CDN $4, which is approximately $3.5 USD.
In late March 2007, the EU antitrust authorities issued a Statement of Objections that makes
antitrust allegations regarding the PCP market against DPE, relating to the joint ventures
activities, and DuPont to which both will respond. The company expects EU antitrust authorities to
issue a decision, including the imposition of fines, within the next six to twelve months.
Therefore, as of March 31, 2007, the company increased its reserves for the EU matter by $65, of
which DuPont expects $13 will be reimbursed by Dow. However, there can be no assurance as to what
the EU antitrust authorities will decide or the amount of any fines. After the decision is issued,
the company will assess whether to seek appellate review.
DDE resolved all criminal antitrust allegations against it related to PCP in the U.S. through a
plea agreement with the DOJ in January 2005 which was approved by the court on March 29, 2005. The
agreement requires the subsidiary to pay a fine of $84 which, at its election, may be paid in six
equal, annual installments. The annual installment payments for 2005, 2006 and 2007 have been made.
The agreement also requires the subsidiary to provide ongoing cooperation with the DOJs
investigation.
As a result of its April 2004 agreements with Dow, DuPont established reserves in 2004 of $268, of
which $18 will be reimbursed by Dow. At March 31, 2007, the balance of the reserves is $177.
General
The company is subject to various lawsuits and claims arising out of the normal course of its
business. These lawsuits and claims include actions based on alleged exposures to products,
intellectual property and environmental matters and contract and antitrust claims. Although it is
not possible to predict the outcome of these various lawsuits and claims, management does not
anticipate they will have a material adverse effect on the companys consolidated financial
position or liquidity. However, the ultimate liabilities may be significant to results of
operations in the period recognized. The company accrues for contingencies when the information
available indicates that it is probable that a liability has been incurred and the amount of the
liability can be reasonably estimated.
Management has noted a nationwide trend in purported class actions against chemical manufacturers
generally seeking relief such as medical monitoring, property damages, off-site remediation and
punitive damages arising from alleged environmental torts without claiming present personal
injuries. Such cases may allege contamination from unregulated substances or remediated sites. For
example, in September 2006, a West Virginia state court certified a class action against DuPont
that seeks relief including the provision of remediation services and property value diminution
damages for 7,000 residential properties in the vicinity of a closed zinc smelter in Spelter, West
Virginia. The action also seeks medical monitoring for
16
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share)
an undetermined number of residents in the
class area. The smelter was owned and operated by at least three companies between 1910 and 2001,
including DuPont between 1928 and 1950. DuPont performed remedial measures at the request of the
EPA in the late 1990s and in 2001 repurchased the site to facilitate and complete the remediation.
Trial is scheduled for the fourth quarter of 2007. In the first quarter of 2007, the company
established reserves of $15 related to this action although given the uncertainties inherent in
litigation, there can be no assurance as to the final outcome.
Environmental
The company is also subject to contingencies pursuant to environmental laws and regulations that in
the future may require the company to take further action to correct the effects on the environment
of prior disposal practices or releases of chemical or petroleum substances by the company or other
parties. The company accrues for environmental remediation activities consistent with the policy
set forth in Note 1 in the Companys Annual Report on Form 10-K
for the period ended December 31, 2006. Much of this liability results from the Comprehensive Environmental Response,
Compensation and Liability Act (CERCLA, often referred to as Superfund), the Resource Conservation
and Recovery Act (RCRA) and similar state laws. These laws require the company to undertake certain
investigative and remedial activities at sites where the company conducts or once conducted
operations or at sites where company-generated waste was disposed. The accrual also includes
estimated costs related to a number of sites identified by the company for which it is probable
that environmental remediation will be required, but which are not currently the subject of CERCLA,
RCRA or state enforcement activities.
Remediation activities vary substantially in duration and cost from site to site. These activities,
and their associated costs, depend on the mix of unique site characteristics, evolving remediation
technologies, diverse regulatory agencies and enforcement policies, as well as the presence or
absence of potentially responsible parties. At March 31, 2007, the Consolidated Balance Sheet
includes a liability of $349 relating to these matters and, in managements opinion, is appropriate
based on existing facts and circumstances. The average time frame, over which the accrued or
presently unrecognized amounts may be paid, based on past history, is estimated to be 15-20 years.
Considerable uncertainty exists with respect to these costs and, under adverse changes in
circumstances, potential liability may range up to two to three times the amount accrued as of
March 31, 2007.
Other
The company has various purchase commitments incident to the ordinary conduct of business. In the
aggregate, such commitments are not at prices in excess of current market nor are they
significantly different than amounts disclosed in the companys Annual Report on Form 10-K for the
period ended December 31, 2006. See Note 2 for a description of commitments relating to tax
matters.
17
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share)
Note 10. Comprehensive Income
The following sets forth the companys total comprehensive income for the periods shown:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, |
|
|
2007 |
|
2006 |
Net income |
|
$ |
945 |
|
|
$ |
817 |
|
Cumulative translation adjustment |
|
|
12 |
|
|
|
4 |
|
Net revaluation and clearance of cash flow
hedges to earnings |
|
|
(1 |
) |
|
|
(3 |
) |
Pension benefit plans |
|
|
18 |
|
|
|
|
|
Other benefit plans |
|
|
(13 |
) |
|
|
|
|
Net unrealized gains on available for
sale securities |
|
|
|
|
|
|
4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
961 |
|
|
$ |
822 |
|
|
|
|
|
|
Note 11. Derivatives and Other Hedging Instruments
The companys objectives and strategies for holding derivative instruments are included in the
companys Annual Report on Form 10-K for the year ended December 31, 2006, at Note 25, Derivatives
and Other Hedging Instruments. Cash flow hedge ineffectiveness reported in earnings for the
three-month period ended March 31, 2007 was a pre-tax gain of $2. There were no hedge gains or
losses excluded from the assessment of hedge effectiveness or reclassifications to earnings for
forecasted transactions that did not occur related to cash flow hedges.
The following table summarizes the effect of cash flow hedges on accumulated other comprehensive
loss for the period:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
March 31, 2007 |
|
|
|
|
|
|
|
|
|
|
After- |
|
|
Pretax |
|
Tax |
|
Tax |
Balance at December 31, 2006 |
|
$ |
27 |
|
|
$ |
(10 |
) |
|
$ |
17 |
|
Additions and revaluations of
derivatives designated as cash
flow hedges |
|
|
11 |
|
|
|
(3 |
) |
|
|
8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Clearance of hedge results to
earnings |
|
|
(12 |
) |
|
|
3 |
|
|
|
(9 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at March 31, 2007 |
|
$ |
26 |
|
|
$ |
(10 |
) |
|
$ |
16 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts expected to be
reclassified into earnings over
the next twelve months |
|
$ |
16 |
|
|
$ |
(5 |
) |
|
$ |
11 |
|
|
|
|
|
|
|
|
18
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share)
Note 12. Employee Benefits
The following sets forth the components of the companys net periodic benefit cost/(credit) for
pensions:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
March 31, |
|
|
2007 |
|
2006 |
Service cost |
|
$ |
94 |
|
|
$ |
99 |
|
Interest cost |
|
|
305 |
|
|
|
294 |
|
Expected return on plan assets |
|
|
(448 |
) |
|
|
(405 |
) |
Amortization of unrecognized loss |
|
|
29 |
|
|
|
67 |
|
Amortization of prior service cost |
|
|
5 |
|
|
|
9 |
|
Curtailment/settlement loss |
|
|
|
|
|
|
3 |
|
|
|
|
|
|
|
|
Net periodic benefit cost/(credit) |
|
$ |
(15 |
) |
|
$ |
67 |
|
|
|
|
|
|
The company disclosed in its Consolidated Financial Statements for the year ended December 31,
2006, that it expected to contribute approximately $290 to its pension plans, other than to the
principal U.S. pension plan in 2007. As of March 31, 2007, contributions of $84 have been made to
these pension plans and the company anticipates additional contributions during the remainder of
2007 to total approximately $206.
The following sets forth the components of the companys net periodic benefit cost for other
postretirement benefits:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
March 31, |
|
|
2007 |
|
2006 |
Service cost |
|
$ |
8 |
|
|
$ |
8 |
|
Interest cost |
|
|
59 |
|
|
|
54 |
|
Amortization of unrecognized loss |
|
|
16 |
|
|
|
12 |
|
Amortization of prior service benefit |
|
|
(39 |
) |
|
|
(39 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic benefit cost |
|
$ |
44 |
|
|
$ |
35 |
|
|
|
|
|
|
The company disclosed in its Consolidated Financial Statements for the year ended December 31,
2006, that it expected to make payments of approximately $340 to its other postretirement benefit
plans in 2007. Through March 31, 2007, the company has made benefit payments of $73 related to its
postretirement benefit plans and anticipates additional payments during the remainder of 2007 to
total approximately $267.
19
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share)
Note 13. Segment Information
Segment sales include transfers. Segment pre-tax operating income (PTOI) is defined as operating
income before income taxes, minority interests, exchange gains (losses), corporate expenses and net
interest.
Effective January 1, 2007, the company changed the alignment of certain businesses within its
Agriculture & Nutrition and Performance Materials segments, and Bio-Based Materials included within
Other. These changes were made to better align the businesses with the growth platform that
management believes will provide more opportunity for synergy and technology development in future
periods. In addition, Segment sales no longer include a pro rata share of equity affiliates
sales. Results for the three months ended March 31, 2006 shown below have been reclassified to
conform to current year classifications.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Electronic & |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Coatings & |
|
|
Communica- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Agriculture |
|
|
Color |
|
|
tion |
|
|
Performance |
|
|
Pharma- |
|
|
Safety & |
|
|
|
|
|
|
|
March 31, |
|
& Nutrition |
|
|
Technologies |
|
|
Technologies |
|
|
Materials |
|
|
ceuticals |
|
|
Protection |
|
|
Other |
|
|
Total 1 |
|
2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment sales |
|
$ |
2,450 |
|
|
$ |
1,559 |
|
|
$ |
920 |
|
|
$ |
1,589 |
|
|
$ |
|
|
|
$ |
1,370 |
|
|
$ |
43 |
|
|
$ |
7,931 |
|
Less transfers |
|
|
|
|
|
|
(14) |
|
|
|
(35) |
|
|
|
(9) |
|
|
|
|
|
|
|
(23) |
|
|
|
(5) |
|
|
|
(86 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
|
|
2,450 |
|
|
|
1,545 |
|
|
|
885 |
|
|
|
1,580 |
|
|
|
|
|
|
|
1,347 |
|
|
|
38 |
|
|
|
7,845 |
|
Pretax operating
income (loss) |
|
|
651 |
|
|
|
194 |
|
|
|
124 |
|
|
|
1502 |
|
|
|
225 |
|
|
|
291 |
|
|
|
(56) |
|
|
|
1,579 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment sales |
|
$ |
2,174 |
|
|
$ |
1,478 |
|
|
$ |
885 |
|
|
$ |
1,541 |
|
|
$ |
|
|
|
$ |
1,360 |
|
|
$ |
46 |
|
|
$ |
7,484 |
|
Less transfers |
|
|
|
|
|
|
(9) |
|
|
|
(33) |
|
|
|
(20) |
|
|
|
|
|
|
|
(24) |
|
|
|
(4) |
|
|
|
(90 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
|
|
2,174 |
|
|
|
1,469 |
|
|
|
852 |
|
|
|
1,521 |
|
|
|
|
|
|
|
1,336 |
|
|
|
42 |
|
|
|
7,394 |
|
Pretax operating
income (loss) |
|
|
597 |
|
|
|
213 |
|
|
|
160 |
|
|
|
155 |
|
|
|
169 |
|
|
|
268 |
|
|
|
(56)4 |
|
|
|
1,314 |
|
|
|
|
1 |
|
A reconciliation of the pre-tax operating income totals
reported for the operating segments to the applicable
line item on the Consolidated Financial Statements is as
follows: |
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, |
|
|
|
2007 |
|
|
2006 |
|
Total segment PTOI |
|
$ |
1,579 |
|
|
$ |
1,314 |
|
Net exchange losses, including affiliates |
|
|
(28) |
|
|
|
(18 |
) |
Corporate expenses and net interest |
|
|
(239) |
|
|
|
(246 |
) |
|
|
|
|
|
|
Income before income taxes and minority interests |
|
$ |
1,312 |
|
|
$ |
1,050 |
|
|
|
|
|
|
|
|
|
|
2 |
|
Includes a $52 litigation related charge in connection with the elastomers antitrust matters. See Note 9 for more details. |
|
3 |
|
Includes a $135 restructuring charge in connection with the companys plans to close and consolidate certain manufacturing
and laboratory sites. See Note 4 for more details. |
|
4 |
|
Includes a charge of $27 to write down certain manufacturing assets to estimated fair value. |
Note 14. Subsequent Event Stock Repurchase
On May 1, 2007, the company entered into a structured stock repurchase agreement with a large
financial institution in which the company provided the financial institution with an up-front
payment totaling $300 and the financial institution agreed to deliver a certain number of shares based on the volume weighted average price less a specified discount at the end of the
contract period. The contract is expected to settle no later than
June 29, 2007.
20
Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Cautionary Statements About Forward-Looking Statements
This report contains forward-looking statements which may be identified by their use of words like
plans, expects, will, anticipates, intends, projects, estimates or other words of
similar meaning. All statements that address expectations or projections about the future,
including statements about the companys strategy for growth, product development, market position,
expenditures and financial results, are forward-looking statements.
Forward-looking statements are based on certain assumptions and expectations of future events.
The company cannot guarantee that these assumptions and expectations are accurate or will be
realized. For some of the important factors that could cause the companys actual results to differ
materially from those projected in any such forward-looking statements see the Risk Factors
discussion set forth under Part II, Item 1A beginning on page 30.
Results of Operations
Overview
The companys growth strategies successfully generated 6 percent revenue and 16 percent net income
growth in the face of continuing lower demand from the U.S. motor vehicle and residential
construction markets, and persistently high raw material costs. Sales growth of $451 million versus
prior year reflects increases in local currency pricing, higher sales volume and the benefit of a
weaker U.S. dollar. A significant portion of the sales and earnings increase is attributable to the
seasonally strong Agriculture & Nutrition platform, which grew revenue 13 percent, or $276 million,
and pre-tax operating income $54 million, principally due to higher seed sales. Pharmaceuticals
also contributed significantly to the increase in net income. Total segment pre-tax operating
income as a percent of sales increased to 20 percent for the first quarter 2007. The company
continues to execute plans in all businesses for specific pricing actions, cost productivity and
working capital improvements.
Net Sales
Consolidated net sales for the first quarter 2007 were $7.8 billion versus $7.4 billion in the
prior year, up 6 percent with a 2 percent increase in local selling prices, a 2 percent favorable
currency exchange and a 2 percent increase in volume.
The table below shows net sales by region and variance analysis versus the prior year:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
|
|
|
March 31, 2007 |
|
|
Percent Change Versus 2006 |
|
|
|
2007 |
|
Percent |
|
|
|
|
|
|
|
|
Net Sales |
|
Change |
|
Local |
|
Currency |
|
|
|
|
($ Billions) |
|
vs. 2006 |
|
Price |
|
Effect |
|
Volume |
Worldwide |
|
$ |
7.8 |
|
|
|
6 |
|
|
|
2 |
|
|
|
2 |
|
|
|
2 |
|
U.S. |
|
|
3.3 |
|
|
|
2 |
|
|
|
3 |
|
|
|
|
|
|
|
(1 |
) |
Europe |
|
|
2.5 |
|
|
|
11 |
|
|
|
1 |
|
|
|
7 |
|
|
|
3 |
|
Asia Pacific |
|
|
1.1 |
|
|
|
4 |
|
|
|
2 |
|
|
|
|
|
|
|
2 |
|
Canada & Latin America |
|
|
0.9 |
|
|
|
11 |
|
|
|
2 |
|
|
|
1 |
|
|
|
8 |
|
21
Other Income, Net
First quarter 2007 Other income, net, totaled $316 million versus $270 million in the prior year,
an increase of $46 million. First quarter 2007 included a $56 million increase resulting from
royalty income related to the companys licenses for Cozaar®/Hyzaar®. The
companys royalty income is the sum of two parts derived from a royalty on worldwide contract net
sales linked to the exclusivity term in a particular country, and a share of the profits from North
American sales and certain markets in Europe, regardless of exclusivity term. Patents and
exclusivity have already started to expire and the U.S. exclusivity for Cozaar® ends in
April 2010. The worldwide agreement terminates after 2013, when the Canadian exclusivity ends, and
depending on North American sales levels. Therefore, absent any major changes in the markets, the
company expects its income to take its first significant step-down in 2010, and from that year on,
continue to step-down each year to zero when the contract ends, which is expected to be after 2013.
The company cannot predict the magnitude of the earnings step-down in each year. In general,
management expects a traditional sales and earnings decline for a drug going off patent in the
pharmaceutical industry.
Additional information related to the companys Other income, net, is included in Note 3 to the
interim Consolidated Financial Statements.
Cost of Goods Sold and Other Operating Charges (COGS)
COGS totaled $5.5 billion in the first quarter 2007 versus $5.3 billion in the prior year, an
increase of 4 percent, versus a sales increase of 6 percent. First quarter 2007 included a $52
million litigation related charge in the Performance Materials segment in connection with the
elastomers antitrust matters. First quarter 2006 included a $135 million restructuring charge in
the Coatings & Color Technologies segment, as described below. As a result of the difference in
these charges, as well as the favorable impact of foreign currency exchange and other cost control
initiatives, first quarter 2007 COGS as a percent of Net sales improved to 71 percent versus 72
percent in the prior year.
During the first quarter 2006, a transformation plan was instituted within the Coatings & Color
Technologies segment in order to better serve the companys customers and improve profitability.
The plan included the elimination of 1,700 positions and encompassed redeployment of employees in
excess positions to the extent possible. Restructuring charges resulting from the plan included
$123 million related to severance costs for approximately 1,300 employees involved in
manufacturing, marketing, administrative and technical activities who are expected to be off the
rolls by the fourth quarter 2007. Payments will be made from operating cash flows with the
majority of payments expected to be completed by the end of 2007. In connection with the plan, a
$12 million charge was also recorded related to exit costs of nonstrategic assets.
Information related to the companys prior year restructuring activities is included in Note 4 to
the interim Consolidated Financial Statements.
Selling, General and Administrative Expenses (SG&A)
SG&A totaled $838 million for the first quarter 2007 versus $791 million in the prior year. The
increase in SG&A expense is primarily due to increased global commissions, selling and marketing
infrastructure investments related to seed. SG&A as a percent of Net sales was 11 percent in the
first quarter 2007, essentially unchanged from prior year.
Research and Development Expense (R&D)
R&D totaled $310 million and $313 million for the first quarter of 2007 and 2006, respectively. The
companys expectation is for R&D to increase modestly in 2007 and reflects the reinvestment in R&D
activities within the Agriculture & Nutrition segment. R&D was approximately 4 percent of Net
sales for the three-month periods in 2007 and 2006.
22
Interest Expense
Interest expense totaled $99 million in the first quarter 2007 compared to $114 million in 2006, a
decrease of 13 percent. The decrease is primarily due to lower average borrowing levels, partially
offset by higher average interest rates for the three-month period in 2007 compared to 2006.
Provision for Income Taxes
The
companys effective tax rates for the first quarter 2007 was
27.8 percent as compared to 22.0
percent in 2006, which included a 4 percentage point favorable impact related to the reversal of
certain prior-year tax contingencies previously reserved. In the first quarter 2007, the company
recorded a tax provision of $365 million including $10 million of tax benefit associated with the
companys policy of hedging the foreign currency denominated monetary assets and liabilities of its
operations.
In the first quarter 2006, the company recorded a tax provision of $231 million including $4
million of tax expense associated with the companys policy of hedging the foreign currency
denominated monetary assets and liabilities of its operations. Also included in the first quarter
2006 was a net tax benefit of $41 million related to the reversal of certain prior year tax
contingencies previously reserved.
Net Income
First quarter 2007 Net income was $945 million compared to $817 million in the first quarter of
2006, a 16 percent increase. This increase reflects 6 percent revenue growth, principally from
significantly higher seed sales, in addition to increased pharmaceuticals income, fixed cost
productivity gains and a favorable foreign currency exchange impact.
Corporate Outlook
The companys outlook for 2007 full-year earnings per share is $3.09, which includes the $0.06 per
share first quarter 2007 charge taken to increase reserves related to existing litigation. The
company continues to expect modest volume gains, as growth outside the U.S. and strong agricultural
seed markets will outweigh lower demand from the U.S. housing and automotive markets. The companys
outlook for the remainder of 2007 assumes that energy and ingredient costs will be about equal to
those of 2006.
Accounting Standards Issued Not Yet Adopted
See Note 1 to the interim Consolidated Financial Statements for a description of recent accounting
pronouncements.
Segment Reviews
Summarized below are comments on individual segment sales and pre-tax operating income (PTOI) for
the three-month period ended March 31, 2007 compared with the same period in 2006. Segment sales
include transfers. Segment PTOI is defined as operating income before income taxes, minority
interests, exchange gains (losses), corporate expenses and net interest.
Agriculture
& Nutrition - First quarter sales of $2.5 billion in 2007 were 13 percent higher than
the same period in 2006, reflecting 8 percent higher USD selling prices and 5 percent higher
volumes. Volume increases in the segment were largely in seed corn due to a significant increase in
planted corn acreage. PTOI for the quarter was $651 million, up 9 percent from the first quarter of
2006 due to higher seed sales, offset by slightly lower margins on increased seed cost of
production and higher fixed costs supporting research and sales and marketing investments. First
quarter 2006 includes a $28 million gain, recorded in Other income, net related to the sale of a
technology license.
23
Coatings
& Color Technologies - First quarter 2007 sales of $1.6 billion were up 5 percent compared
to first quarter 2006, reflecting 3 percent higher USD selling prices and a volume increase of 2
percent. Higher volume reflects in part a recovery of lost sales volume in the titanium dioxide
products due to plant damage from Hurricane Katrina. Additional volume is attributable to increased
sales of after-market
automotive coatings in Europe, which more than offset lower sales to automotive OEM. PTOI was $194
million versus $21 million in the prior year. The increase primarily reflects the absence of the
prior year restructuring charge of $135 million associated with the transformation program in the
coatings businesses. In addition, higher earnings in 2007 reflect increased sales, a $16 million
insurance recovery relating to Hurricane Katrina and flat fixed costs. For more information on the
$135 million restructuring charge, see Note 4 to the interim Consolidated Financial Statements.
Additionally, a complete discussion of the restructuring charge is included in the companys Annual
Report on Form 10-K for the year ended December 31, 2006, Note 5, Restructuring Activities.
Electronic
& Communication Technologies - Sales in the quarter of $920 million were up 4 percent
from 2006, reflecting 1 percent higher USD selling prices and 3 percent higher volumes. Higher
volume reflects strong sales growth in Europe and Asia Pacific for electronic materials. First
quarter 2007 PTOI was $124 million as compared to $160 million in the first quarter 2006. Lower
earnings reflect margin declines in refrigerants and electronic materials and increased fixed costs
for growth initiatives.
Performance
Materials - Sales of $1.6 billion were up 3 percent compared to sales in the first
quarter of 2006. Higher USD selling prices averaged 6 percent for the segment. Overall volume
declined 3 percent. The decrease in volume reflects lower sales of engineering polymer resins and
packaging and industrial polymers resins, principally in the United States and Asia Pacific. PTOI
was $150 million compared to $155 million last year. PTOI in 2007 included a $52 million litigation
related charge in connection with the elastomers antitrust matters. See Note 9 to the interim
Consolidated Financial Statements for more details. Increased earnings also reflect lower
ingredient costs for packaging and industrial polymers and higher sales of elastomer products.
Pharmaceuticals See Other income, net for additional discussion of the companys royalty income.
Safety
& Protection - First quarter sales of $1.4 billion in 2007 were up 1 percent versus 2006 due
to 3 percent increase in USD selling prices offset by 2 percent lower volumes. Lower volume
primarily reflects decreased sales of products for U.S. residential construction markets. PTOI for
first quarter 2007 was $291 million as compared to $268 million last year. Increased earnings were
due primarily to higher sales of aramid products which are continuing to experience strong market
demand.
Other
The company combines the results of its developmental and nonaligned businesses under Other. Sales
in the quarter of $43 million were down 7 percent from 2006. Pre-tax operating loss for the first
quarter 2007 was $56 million, equal to the pre-tax operating loss for the first quarter 2006. The
pre-tax loss for the first quarter 2007 included litigation charges for divested businesses of $29
million. The pre-tax loss for the first quarter 2006 included a charge of $27 million to write down
certain specialty resins manufacturing assets to estimated fair value.
Liquidity & Capital Resources
Management believes that the companys ability to generate cash and access the capital markets will
be adequate to meet anticipated future cash requirements to fund working capital, capital spending,
dividend payments and other cash needs for the foreseeable future. The companys liquidity needs
can be met through a variety of independent sources, including: Cash provided by operating
activities, Cash and cash equivalents, Marketable debt securities, commercial paper, syndicated
credit lines, bilateral credit lines, equity and long-term debt markets, and asset sales. The
companys relatively low long-term borrowing level, strong financial position and credit ratings
provide excellent access to these markets.
The company continually reviews its debt portfolio for appropriateness and occasionally may
rebalance it to insure adequate liquidity and an optimum debt maturity schedule.
Cash used for operating activities was $240 million for the three months ended March 31, 2007
versus $381 million for the same period ended in 2006. The $141 million improvement is primarily
due to higher earnings. Seasonal changes in working capital are comparable versus prior year.
24
Cash used for investing activities was $269 million for the three months ended March 31, 2007
compared to $325 million for the same period last year. The $56 million decrease is mainly due to
a decrease in the purchases of property, plant and equipment primarily resulting from the absence
of capital expenditures related to plants affected by the 2005 hurricanes and an absence of
payments for businesses acquired.
These decreases were partially offset by the impacts of a weakening U.S. dollar on forward exchange
contract settlements.
Purchases of property, plant and equipment for the three months ended March 31, 2007 totaled $273
million. Although the capital expenditures decreased in the first quarter as compared to the same
period last year, the company expects full-year purchases of plant, property and equipment to be
modestly higher than the $1.5 billion spent in 2006.
Cash used for financing activities was $425 million for the three months ended March 31, 2007
compared to cash provided by financing activities of $432 million for the same period last year, a
difference of $857 million. The primary difference is a result of the companys lower borrowings to
meet the companys global funding requirements. The increase in the cash used for the acquisition
of treasury stock was essentially offset by the increase in the proceeds resulting from a greater
number of stock options being exercised.
Dividends paid to shareholders during the three months ended March 31, 2007 totaled $347 million.
In April 2007, the companys Board of Directors declared a second quarter common stock dividend of
$0.37 per share, which is the same as the dividend paid in the first quarter 2007. The second
quarter dividend was the companys 411th consecutive quarterly dividend since
the companys first dividend in the fourth quarter 1904.
Stock Repurchases
The companys Board of Directors authorized a $2 billion share buyback plan in June 2001. During
the first quarter 2007, there were no purchases of stock under this program. As of March 31, 2007,
the company has purchased 20.5 million shares at a total cost of $962 million. Management has not
established a timeline for the buyback of the remaining stock under this plan.
In addition to the plan described above, in October 2005 the Board of Directors authorized a $5
billion share buyback plan. During the first quarter 2007, the company purchased 5.9 million shares
at an average price of $51.09 per share. As of March 31, 2007, the company has purchased 84.0
million shares at a total cost of $3.6 billion. The company anticipates completing the remaining
$1.4 billion of the program, consistent with its financial discipline principles, by the end of
2007.
Cash and Cash Equivalents and Marketable Debt Securities
Cash and cash equivalents and Marketable debt securities were $954 million at March 31, 2007,
versus $1.9 billion at December 31, 2006. The decrease was due to cash used to fund normal
seasonal working capital needs, principally in the Agriculture & Nutrition segment.
Debt
Total debt at March 31, 2007 was $7.6 billion, essentially equal to the $7.5 billion at December
31, 2006.
For analytical purposes, management believes that net debt is the most meaningful measure for
investors to view the companys liquidity and debt positions since the companys cash is available
to meet operating and capital needs, as well as to provide liquidity around the world. The details
of the change in net debt also provides the investor with a more specific view of cash flows. The
company defines net debt as total debt less Cash and cash equivalents and Marketable debt
securities. At March 31, 2007, net debt was $6.6 billion compared to $5.6 billion at December 31,
2006. The increase in net debt is mainly attributable to normal seasonal working capital needs,
particularly in the Agriculture & Nutrition segment.
25
The following table reconciles total debt to net debt:
|
|
|
|
|
|
|
|
|
(Dollars
in millions) |
|
March 31, |
|
December 31, |
|
|
2007 |
|
2006 |
|
Commercial paper |
|
$ |
220 |
|
|
$ |
|
|
Long-term debt due in one year |
|
|
1,161 |
|
|
|
1,163 |
|
Other short-term debt |
|
|
209 |
|
|
|
354 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total short-term debt |
|
|
1,590 |
|
|
|
1,517 |
|
Long-term debt |
|
|
6,010 |
|
|
|
6,013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total debt |
|
|
7,600 |
|
|
|
7,530 |
|
Less: Cash and cash equivalents |
|
|
883 |
|
|
|
1,814 |
|
Less: Marketable debt securities |
|
|
71 |
|
|
|
79 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net debt |
|
$ |
6,646 |
|
|
$ |
5,637 |
|
|
|
|
|
|
|
|
The following table summarizes changes in net debt for the three-month period ending March 31,
2007:
|
|
|
|
|
(Dollars in millions) |
|
|
|
|
|
Net debt beginning of year |
|
$ |
5,637 |
|
Cash used for continuing operations |
|
|
240 |
|
Purchases of property, plant & equipment
and investments in affiliates |
|
|
284 |
|
Proceeds from sales of assets |
|
|
(27 |
) |
Forward exchange contract settlements |
|
|
41 |
|
Dividends paid to stockholders |
|
|
347 |
|
Proceeds from exercise of stock options |
|
|
(250 |
) |
Acquisition of treasury stock |
|
|
300 |
|
Effect of exchange rate changes on cash |
|
|
(3 |
) |
Other |
|
|
77 |
|
|
|
|
|
|
|
|
|
|
Increase in net debt |
|
|
1,009 |
|
|
|
|
|
|
|
|
|
|
Net debt March 31, 2007 |
|
$ |
6,646 |
|
|
|
|
|
Guarantees and Off-Balance Sheet Arrangements
For detailed information related to Guarantees, Indemnifications, Obligations for Equity Affiliates
and Others, Certain Derivative Instruments, and Synthetic Leases, see page 44 to the companys 2006
Annual Report on Form 10-K, and Note 9 to the interim Consolidated Financial Statements.
Contractual Obligations
Information related to the companys contractual obligations at December 31, 2006 can be found on
page 46 of the companys Annual Report on Form 10-K. There have been no significant changes to the
companys contractual obligations during the three months ended
March 31, 2007. See Note 2 to the interim Consolidated
Financial Statements for a
description of commitments relating to tax matters.
26
PFOA
DuPont manufactures fluoropolymer resins and dispersions as well as fluorotelomers marketing many
of them under the Teflon® and Zonyl® brands. The fluoropolymer resin and
dispersion businesses are part of the Electronic & Communication Technologies segment; the
fluorotelomers business is part of the Safety & Protection segment.
Fluoropolymer resins and dispersions are high-performance materials with many end uses including
architectural fabrics, telecommunications and electronic wiring insulation, automotive fuel
systems, computer chip processing equipment, weather-resistant/breathable apparel and non-stick
cookware. Fluorotelomers are used to make soil, stain and grease repellants for paper, apparel,
upholstery and carpets as well as firefighting foams and coatings.
A form of PFOA (perfluorooctanoic acid and its salts, including the ammonium salt) is used as a
processing agent to manufacture fluoropolymer resins and dispersions. For over 50 years, DuPont
purchased its PFOA needs from a third party, but beginning in the fall of 2002, it began producing
PFOA to support the manufacture of fluoropolymer resins and dispersions. PFOA is not used in the
manufacture of fluorotelomers; however, it is an unintended by-product present at trace levels in
some fluorotelomer-based products.
DuPont Performance Elastomers, LLC uses PFOA in its manufacture of Kalrez®
perfluoroelastomer parts and certain fluoroelastomers marketed under the Viton®
trademark. The wholly owned subsidiary is a part of the Performance Materials segment.
PFOA is bio-persistent and has been detected at very low levels in the blood of the general
population. As a result, the EPA initiated a process to enhance its understanding of the sources
of PFOA in the environment and the pathways through which human exposure to PFOA is occurring. In
2003, the EPA issued a preliminary risk assessment on PFOA that focuses on the exposure of the U.S.
general population to PFOA and possible health effects, including developmental toxicity concerns.
On January 12, 2005, the EPA issued a draft risk assessment on PFOA. The draft stated that cancer
data for PFOA may be best described as suggestive evidence of carcinogenicity, but not sufficient
to assess human carcinogenic potential under the EPAs Guidelines for Carcinogen Risk Assessment.
Under the Guidelines, the descriptor suggestive is typically applied to agents if animal testing
finds any evidence that exposure causes tumors in one species of animal.
The EPA requested that the Science Advisory Board (SAB) review and comment on the scientific
soundness of this assessment. On May 31, 2006, the SAB released its report setting forth the view,
based on laboratory studies in rats, that the human carcinogenic potential of PFOA is more
consistent with the EPAs descriptor of likely to be carcinogenic as defined in the Guidelines
for Carcinogen Risk Assessment. However, in its report the SAB indicated that additional data
should be considered before the EPA finalizes its risk assessment of PFOA. Under the Guidelines
the likely descriptor is typically applied to agents that have tested positive in more than one
species, sex, strain, site or exposure route with or without evidence of carcinogenicity in humans.
The EPA has acknowledged that it will consider additional data and has indicated that another SAB
review will be sought after the EPA makes its risk
assessment. DuPont disputes the cancer classification recommended in the SAB report. Although the
EPA has stated that there remains considerable scientific uncertainty regarding potential risks
associated with PFOA, it also stated that it does not believe that there is any reason for
consumers to stop using any products because of concerns about PFOA.
DuPont respects the EPAs position raising questions about exposure routes and the potential
toxicity of PFOA and DuPont and other companies have outlined plans to continue research, emission
reduction and product stewardship activities to help address the EPAs questions. In January 2006,
DuPont pledged its commitment to the EPAs 2010/15 PFOA Stewardship Program. The EPA program asks
participants (1) to commit to achieve, no later than 2010, a 95 percent reduction in both facility
emissions and product content levels of PFOA, PFOA precursors and related higher homologue
chemicals and (2) to commit to working toward the elimination of PFOA, PFOA precursors and related
higher homologue chemicals from emissions and products by no later than 2015.
DuPont submitted its baseline reporting data to the EPA on October 31, 2006. The company has
refined its Program commitments based on a careful review of the data, the EPA Program guidelines
and the
27
state of the technology. Key elements of the DuPont commitment to EPA include reducing
global emissions from manufacturing facilities by 97 percent by 2007 (which incorporates the
substantial achievement of 95 percent reduction as of December 31, 2006 already realized through
DuPonts ongoing reduction program); reducing PFOA content in fluoropolymer dispersions faster and
further than the goals set by the Program; and, by 2010, reducing PFOA content and any residual
impurities in fluorotelomer products that could break down to PFOA. DuPont will work individually
and with others in the industry to inform EPAs regulatory counterparts in the European Union,
Canada, China and Japan about these activities and PFOA in general, including emissions reductions
from DuPonts facilities, reformulation of the companys fluoropolymer dispersions and new
manufacturing processes for fluorotelomers products.
DuPont has developed EchelonTM technology that can reduce the PFOA content in
fluoropolymer dispersions by 97 percent. The company has already converted 90% of its product line
by volume to manufacturing processes based on EchelonTM. In addition, the company has
successfully commercialized a new, patented manufacturing process to remove greater than 97% of
trace by-product levels of PFOA, its homologues and direct precursors from its fluorotelomer
products. The new products are being marketed as LX Platform Products.
In November 2006, DuPont entered into an Order on Consent under the Safe Drinking Water Act (SDWA)
with the EPA establishing a precautionary interim screening level for PFOA of 0.5 part per billion
(ppb) in drinking water sources in the area around the Washington Works site located in
Parkersburg, West Virginia. As part of the Order on Consent, DuPont will conduct a survey and
perform sampling and analytical testing of certain public and private water systems in the area.
DuPont is required under the agreement to offer to install water treatment systems or an
EPA-approved alternative if PFOA levels are detected at or above 0.5 ppb.
In February 2007, the New Jersey Department of Environmental Protection (NJDEP) identified a
preliminary drinking-water guidance level for PFOA of 0.04 ppb as part of the first phase of an
ongoing process to establish a state drinking-water standard. While the NJDEP will continue
sampling and evaluation of data from all sources, it has not recommended a change in consumption
patterns.
Based on health and toxicological studies, DuPont believes the weight of evidence indicates that
PFOA exposure does not pose a health risk to the general public. To date no human health effects
are known to be caused by PFOA although study of the chemical continues. DuPont conducted a
two-phase employee health study on PFOA at its Washington Works site. Results from the first phase
of this study for more than 1,000 workers indicate no association between exposure to PFOA and most
of the health parameters that were measured. The only potentially relevant association is a modest
increase in some, but not all, lipid fractions, e.g. cholesterol, in some of the highest exposed
workers. The second phase was a mortality study that involves the examination of all causes of
death in more than 6,000 employees who worked at the Washington Works site during its more than
fifty years of operation. Based on the observation of a modest increase in some lipid fractions in
the studys first phase, the second phase included a more detailed analysis of heart disease. No
overall increase in deaths related to heart disease was found. After additional analyses of the
data using different models, one analysis showed a slight increase in heart disease with increased
exposure. This observation could be the result of random occurrence or it could mean a small
increase in workers more heavily exposed. DuPont intends to pursue additional analyses to fully
understand this statistical observation.
Currently, there are no regulatory actions pending that would prohibit the production or use of
PFOA. However, there can be no assurance that the EPA or any other regulatory entity will not
choose to regulate or prohibit the production or use of PFOA in the future. Products currently
manufactured by the company representing approximately $1 billion of 2006 revenues could be
affected by any such regulation or prohibition. DuPont has established reserves in connection with
certain PFOA environmental and litigation matters (see Note 9 to the interim Consolidated Financial
Statements).
28
Item 4. CONTROLS AND PROCEDURES
a) |
|
Evaluation of Disclosure Controls and Procedures |
|
|
|
The company maintains a system of disclosure controls and procedures
for financial reporting to give reasonable assurance that information
required to be disclosed in the companys reports submitted under the
Securities Exchange Act of 1934 is recorded, processed, summarized and
reported within the time periods specified in the rules and forms of
the Securities and Exchange Commission. 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 March 31, 2007, the companys Chief Executive Officer (CEO) and
Chief Financial Officer (CFO), together with management, conducted an
evaluation of the effectiveness of the companys disclosure controls
and procedures pursuant to Rules 13a-15(e) and 15d-15(e) of the
Exchange Act. Based on that evaluation, the CEO and CFO concluded
that these disclosure controls and procedures are effective. |
|
b) |
|
Changes in Internal Control over Financial Reporting |
|
|
|
There has been no change in the companys internal control over
financial reporting that occurred during the quarter ended March 31,
2007 that has materially affected the companys internal control over
financial reporting. |
29
PART II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
BenlateÒ
Information related to this matter is included in Note 9 to the companys interim Consolidated
Financial Statements under the heading BenlateÒ.
PFOA: Environmental and Litigation Proceedings
Information related to this matter is included in Note 9 to the companys interim Consolidated
Financial Statements under the heading PFOA.
Elastomers Antitrust Matters
Information related to this matter is included in Note 9 to the companys interim Consolidated
Financial Statements under the heading Elastomers Antitrust Matters.
Environmental Proceedings
Acid Plants New Source Review Enforcement Action
Information related to this matter is included on page 13, Item 3, of the companys 2006 Annual
Report on Form 10-K.
Gibson City, Illinois
Information related to this matter is included on page 14, Item 3, of the companys 2006 Annual
Report on Form 10-K.
Beaumont, Texas
On March 14, 2007 the Texas Commission on Environmental Quality issued a proposed Agreed Order
alleging violation of the Texas Water Code at DuPonts Beaumont Texas facility. The Order was
issued in response to the discharge of hazardous industrial waste to waters of the State on October
12, 2006. The Order seeks an administrative penalty of $136,400. DuPont will be engaged in
settlement discussions with the TCEQ.
Belle, West Virginia
On February 13, 2007, the West Virginia Department of Environmental Protection (WVDEP) indicated
that the companys plant in Belle, West Virginia would be assessed penalties relating to
wastewater discharges between June 2004 and year-end 2006 which allegedly exceeded the daily
maximum and/or monthly average permit limits for total suspended solids, biological oxygen demand,
pH, temperature, and phenol. In addition, the WVDEP has made three allegations relating to leaks of
seeping groundwater associated with current operations. WVDEP has indicated that it may seek a
penalty in excess of $100,000. The company is in negotiations with the WVDEP on a draft Consent
Order and has agreed to implement a protocol for certain inspections to ensure that there are no
active discharges arising from current facility operations into the Simmons Creek without
appropriate permits.
Item 1A. RISK FACTORS
The companys operations could be affected by various risks, many of which are beyond its control.
Based on current information, the company believes that the following identifies the most
significant risk factors that could affect its businesses. However, the risks and uncertainties the
company faces are not limited to those discussed below. Additional risks and uncertainties not
presently known to the company or that the company currently believes to be immaterial also could
affect its businesses. Past financial performance may not be a reliable indicator of future
performance and historical trends should not be used to anticipate results or trends in future
periods.
30
Price increases for energy costs and raw materials could have a significant impact on the companys
ability to sustain and grow earnings.
The companys manufacturing processes consume significant amounts of energy and raw materials, the
costs of which are subject to worldwide supply and demand as well as other factors beyond the
control of the company. Significant variations in the cost of energy, which primarily reflect
market prices for oil and natural gas and raw materials affect the companys operating results from
period to period. When possible, the company purchases raw materials through negotiated long-term
contracts to minimize the impact of price fluctuations. The company has taken actions to offset the
effects of higher energy and raw material costs through selling price increases, productivity
improvements and cost reduction programs. Success in offsetting higher raw material costs with
price increases is largely influenced by competitive and economic conditions and could vary
significantly depending on the market served. If the company is not able to fully offset the
effects of higher energy and raw material costs, it could have a significant impact on the
companys financial results.
Failure to develop and market new products could impact the companys competitive position and have
an adverse effect on the companys financial results.
The companys operating results are largely dependent on its ability to renew its pipeline of new
products and services and to bring those products and services to market. This ability could be
adversely affected by difficulties or delays in product development such as the inability to
identify viable new products, successfully complete research and development, obtain relevant
regulatory approvals, obtain intellectual property protection, or gain market acceptance of new
products and services. Because of the lengthy development process, technological challenges and
intense competition, there can be no assurance that any of the products the company is currently
developing, or could begin to develop in the future, will achieve substantial commercial success.
Sales of the companys new products could replace sales of some of its current products, offsetting
the benefit of even a successful product introduction.
The companys results of operations could be adversely affected by litigation and other commitments
and contingencies.
The company faces risks arising from various unasserted and asserted litigation matters, including,
but not limited to, product liability claims, patent infringement claims and antitrust claims. The
company has noted a nationwide trend in purported class actions against chemical manufacturers
generally seeking relief such as medical monitoring, property damages, off-site remediation and
punitive damages arising from alleged environmental torts without claiming present personal
injuries. Various factors or developments can lead to changes in current estimates of liabilities
such as a final adverse judgment, significant settlement or changes in applicable law. A future
adverse ruling or unfavorable development could result in future charges that could have a material
adverse effect on the company. An adverse outcome in any one or more of these matters could be
material to the companys financial results.
In the ordinary course of business, the company may make certain commitments, including
representations, warranties and indemnities relating to current and past operations, including
those related to divested businesses and issue guarantees of third party obligations. If the
company were required to make payments as a result, they could exceed the amounts accrued, thereby
adversely affecting the companys results of operations.
As a
result of the companys current and past operations, including operations related to divested
businesses, the company could incur significant environmental liabilities.
The company is subject to various laws and regulations around the world governing the environment,
including the discharge of pollutants and the management and disposal of hazardous substances. As a
result of its operations, including its past operations and operations of divested businesses, the
company could incur substantial costs, including cleanup costs, third-party property damage or
personal injury claims. The costs of complying with complex environmental laws and regulations, as
well as internal voluntary programs, are significant and will continue to be so for the foreseeable
future. The ultimate costs under environmental laws and the timing of these costs are difficult to
predict. The companys accruals for such costs and liabilities may not be adequate because the
estimates on which the accruals are based depend on a number of factors including the nature of the
allegation, the complexity of the site, site geology, the nature and extent of contamination, the
type of remedy, the outcome of discussions with
31
regulatory agencies and other Potentially
Responsible Parties (PRPs) at multi-party sites and the number and financial viability of other
PRPs.
The companys ability to generate sales from genetically enhanced products, particularly seeds and
other agricultural products, could be adversely affected by market acceptance, government policies,
rules or regulations and competition.
The company is using biotechnology to create and improve products, particularly in its Agriculture
& Nutrition segment. Demand for these products could be affected by market acceptance of
genetically modified products as well as governmental policies, laws and regulations that affect
the development, manufacture and distribution of products, including the testing and planting of
seeds containing biotechnology traits and the import of crops grown from those seeds.
The company competes with major global companies that have strong intellectual property estates
supporting the use of biotechnology to enhance products, particularly in the agricultural products
and production markets. Speed in discovering and protecting new technologies and bringing products
based on them to market is a significant competitive advantage. Failure to predict and respond
effectively to this competition could cause the companys existing or candidate products to become
less competitive, adversely affecting sales.
Changes in government policies and laws or worldwide economic conditions could adversely affect the
companys financial results.
Sales outside the U.S. constitute more than half of the companys revenue. The company anticipates
that international sales will continue to represent a substantial portion of its total sales and
that continued growth and profitability will require further international expansion. The companys
financial results could be affected by changes in trade, monetary and fiscal policies, laws and
regulations, or other activities of U.S. and non-U.S. governments, agencies and similar
organizations. These conditions include but are not limited to changes in a countrys or regions
economic or political conditions, trade regulations affecting production, pricing and marketing of
products, local labor conditions and regulations, reduced protection of intellectual property
rights in some countries, changes in the regulatory or legal environment, restrictions on currency
exchange activities, burdensome taxes and tariffs and other trade barriers. International risks and
uncertainties, including changing social and economic conditions as well as terrorism, political
hostilities and war, could lead to reduced international sales and reduced profitability associated
with such sales.
Economic factors, including inflation and fluctuations in currency exchange rates, interest rates
and commodity prices could affect the companys financial results.
The company is exposed to fluctuations in currency exchange 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 with monetary asset positions,
committed currency purchases and sales and other assets and liabilities created in the normal
course of business. Failure to successfully manage these risks could have an adverse impact on the
companys financial position, results of operations and cash flows.
Business disruptions could seriously impact the companys future revenue and financial condition
and increase costs and expenses.
Business disruptions, including supply disruptions, increasing costs for energy, temporary plant
and/or power outages and information technology system and network disruptions, could seriously
harm the companys operations as well as the operations of its customers and suppliers. Although it
is impossible to predict the occurrences or consequences of any such events, they could result in
reduced demand for the companys products, make it difficult or impossible for the company to
deliver products to its customers or to receive raw materials from suppliers, create delays and
inefficiencies in the supply chain and result in the need to impose employee travel restrictions.
The company actively manages the risks within its control that could cause business disruptions to
mitigate any potential impact from business disruptions regardless of cause including acts of
terrorism or war, natural disasters and severe weather events. Despite these efforts, the impact
from business disruptions could significantly increase the cost of doing business or otherwise
adversely impact the companys financial performance.
32
Inability to protect and enforce the companys intellectual property rights could adversely affect
the companys financial results.
Intellectual property rights are important to the companys business. The company attempts to
protect its intellectual property rights in jurisdictions in which its products are produced or used and in
jurisdictions into which its products are imported. However, the company may be unable to obtain
protection for its
intellectual property in key jurisdictions. Additionally, the company has designed and implemented
internal controls to restrict access to and distribution of its intellectual property, including
confidential information and trade secrets. Despite these precautions, it is possible that
unauthorized parties may access and use such property. When misappropriation is discovered, the
company reports such situations to the appropriate governmental authorities for investigation and
takes measures to mitigate any potential impact.
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Issuer Purchases of Equity Securities
The following table summarizes information with respect to the companys purchases of its common
stock during the three months ended March 31, 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2001 Plan |
|
|
2005 Plan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Approximate |
|
|
|
|
|
|
Approximate |
|
|
|
|
|
|
|
|
|
|
|
Total Number |
|
|
Value of |
|
|
Total Number |
|
|
Value of |
|
|
|
|
|
|
|
|
|
|
|
of Shares |
|
|
Shares That |
|
|
of Shares |
|
|
Shares That |
|
|
|
|
|
|
|
|
|
|
|
Purchased as |
|
|
May Yet be |
|
|
Purchased as |
|
|
May Yet be |
|
|
|
|
|
|
|
Average |
|
|
Part of Publicly |
|
|
Purchased |
|
|
Part of Publicly |
|
|
Purchased |
|
|
|
Total Shares |
|
|
Price Paid |
|
|
Announced |
|
|
(Dollars in |
|
|
Announced |
|
|
(Dollars in |
|
Month |
|
Purchased |
|
|
Per Share |
|
|
Program1 |
|
|
millions) |
|
|
Program2 |
|
|
millions) |
|
February |
|
|
3,695,000 |
|
|
$ |
51.11 |
|
|
|
|
|
|
$ |
1,038 |
|
|
|
3,695,000 |
|
|
$ |
1,506 |
|
March |
|
|
2,176,844 |
|
|
$ |
51.06 |
|
|
|
|
|
|
|
|
|
|
|
2,176,844 |
|
|
$ |
1,395 |
|
Total |
|
|
5,871,844 |
|
|
$ |
51.09 |
|
|
|
|
|
|
|
|
|
|
|
5,871,844 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
In June 2001, the Board of Directors authorized up to $2 billion for repurchases of the companys common
stock. There were no purchases of the companys common stock under this plan during the three months ended March
31, 2007. As of March 31, 2007, cumulative purchases of common stock under this plan are 20.5 million shares at a
cost of $962 million. There is no expiration date on the current authorization and no determination has been made
by the company to suspend or cancel purchases under the plan. |
|
2 |
|
In October 2005, the Board of Directors authorized a $5 billion share buyback plan. During the three months
ended March 31, 2007, the company purchased 5.9 million shares at a cost of $300 million. As of March 31, 2007,
cumulative purchases of common stock under this plan are 84.0 million shares at a cost of $3.6 billion. There is no
expiration date on the current authorization and no determination has been made by the company suspend or cancel
purchases under the plan. |
33
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Meeting of Stockholders was held on April 25, 2007. A total of 802,790,478 shares of
common stock were voted in person or by proxy, representing 87 percent of the shares entitled to be
voted. The following are the voting results on proposals considered and voted upon at the meeting,
all of which are described in the companys 2007 proxy statement.
1. |
|
Election of Directors. The 11 nominees listed below were elected to serve on the Board of
Directors for the ensuing year. |
|
|
|
|
|
|
|
|
|
Director |
|
Votes Cast For |
|
Votes Withheld |
|
|
|
|
|
|
|
|
|
R. H. Brown |
|
|
782,230,094 |
|
|
|
20,560,384 |
|
R. A. Brown |
|
|
786,407,218 |
|
|
|
16,383,260 |
|
B. P. Collomb |
|
|
786,112,648 |
|
|
|
16,677,830 |
|
C. J. Crawford |
|
|
779,143,283 |
|
|
|
23,647,195 |
|
J. T. Dillon |
|
|
781,120,933 |
|
|
|
21,669,545 |
|
E. I. du Pont |
|
|
782,251,821 |
|
|
|
20,538,657 |
|
C. O. Holliday, Jr. |
|
|
779,779,739 |
|
|
|
23,010,739 |
|
L. D. Juliber |
|
|
783,808,043 |
|
|
|
18,982,435 |
|
M. Naitoh |
|
|
786,043,824 |
|
|
|
16,746,654 |
|
S. OKeefe |
|
|
784,252,411 |
|
|
|
18,538,067 |
|
W. K. Reilly |
|
|
780,133,089 |
|
|
|
22,657,389 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Broker |
|
|
For |
|
Against |
|
Abstentions |
|
Non-Votes |
|
2. Ratification of
PricewaterhouseCoopers
LLP as
Independent
Registered Public
Accounting Firm.
|
|
|
787,532,460 |
|
|
|
5,714,655 |
|
|
|
9,543,363 |
|
|
|
|
|
3. Management
Proposal requesting
adoption of the
DuPont Equity and
Incentive Plan
providing for
equity-based and
cash incentive
awards to certain
company employees,
directors and
consultants.
|
|
|
587,370,005 |
|
|
|
66,318,689 |
|
|
|
12,278,784 |
|
|
|
136,823,000 |
|
|
4. Stockholder
proposal requesting
a review and report
to shareholders on
the companys
internal controls
related to
potential adverse
impacts associated
with genetically
modified organisms.
|
|
|
40,773,095 |
|
|
|
540,416,624 |
|
|
|
84,777,759 |
|
|
|
136,823,000 |
|
|
5. Stockholder
proposal requesting
the Board of
Directors create a
committee to report
on the community
impact of plant
closures and
mitigation
alternatives.
|
|
|
24,709,383 |
|
|
|
556,818,507 |
|
|
|
84,439,588 |
|
|
|
136,823,000 |
|
|
6. Stockholder
proposal requesting
a report on PFOA
compounds used in
DuPont products and
evaluation of a
phase-out of the
use of PFOA in
production of
products and
development of
substitutes.
|
|
|
132,910,955 |
|
|
|
447,087,478 |
|
|
|
85,969,045 |
|
|
|
136,823,000 |
|
|
7. Stockholder
proposal requesting
a report on the
companys annual
expenditures,
including
remediation, over a
ten-year period
relating to
environmental
pollution from PFOA
related
fluorocarbon
compounds or
dioxins.
|
|
|
36,089,711 |
|
|
|
544,249,493 |
|
|
|
85,628,274 |
|
|
|
136,823,000 |
|
34
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Broker |
|
|
For |
|
Against |
|
Abstentions |
|
Non-Votes |
|
8. Stockholder
proposal requesting
a Global Warming
Right to Know
report.
|
|
|
29,112,057 |
|
|
|
553,646,028 |
|
|
|
83,209,393 |
|
|
|
136,823,000 |
|
|
9. Stockholder
proposal requesting
a report on
reducing potential
harm from potential
catastrophic
chemical releases
by increasing
inherent security
at DuPont
facilities.
|
|
|
39,067,556 |
|
|
|
542,134,761 |
|
|
|
84,765,161 |
|
|
|
136,823,000 |
|
Item 6. EXHIBITS
The exhibit index filed with this Form 10-Q is on pages 37-39.
35
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
|
|
|
|
|
E. I. DU PONT DE NEMOURS AND COMPANY
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
|
Date:
|
|
May 2, 2007 |
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Jeffrey L. Keefer |
|
|
|
|
|
|
|
Jeffrey L. Keefer |
|
|
|
|
Executive Vice President and |
|
|
|
|
Chief Financial Officer |
|
|
|
|
(As Duly Authorized Officer and |
|
|
|
|
Principal Financial and Accounting Officer) |
36
EXHIBIT INDEX
|
|
|
Exhibit |
|
|
Number |
|
Description |
|
|
|
3.1
|
|
Companys Restated Certificate of Incorporation (incorporated by reference
to Exhibit 3.1 of the companys Annual Report on Form 10-K for the year
ended December 31, 2002). |
|
|
|
3.2
|
|
Companys Bylaws, as last revised January 1, 1999 (incorporated by
reference to Exhibit 3.2 of the companys Annual Report on Form 10-K for
the year ended December 31, 2003). |
|
|
|
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, 2007. |
|
|
|
10.2*
|
|
Terms and conditions of time-vested restricted stock units to non-employee
directors and the companys Stock Accumulation and Deferred Compensation
Plan (incorporated by reference to the companys Quarterly Report on Form
10-Q for the period ended March 31, 2005). |
|
|
|
10.3*
|
|
Terms and conditions of time-vested restricted stock units granted in 2007
to non-employee directors under the companys Stock Accumulation and
Deferred Compensation Plan. |
|
|
|
10.4*
|
|
Companys Supplemental Retirement Income Plan, as last amended effective
June 4, 1996 (incorporated by reference to Exhibit 10.3 of the companys
Annual Report on Form 10-K for the year ended December 31, 2006). |
|
|
|
10.5*
|
|
Companys Pension Restoration Plan, as restated effective July 17, 2006
(incorporated by reference to Exhibit 99.1 of the companys Current Report
on Form 8-K filed on July 20, 2006). |
|
|
|
10.6*
|
|
Companys Rules for Lump Sum Payments adopted July 17, 2006 (incorporated
by reference to Exhibit 99.2 of the companys Current Report on Form 8-K
filed on July 20, 2006). |
|
|
|
10.7*
|
|
Companys Stock Performance
Plan, as last amended effective January 25, 2007. |
|
|
|
10.8*
|
|
Terms and conditions, as last amended effective January 1, 2007, of
performance-based restricted stock units granted in 2005 under the
companys Stock Performance Plan. |
|
|
|
10.9*
|
|
Terms and conditions, as last amended effective January 1, 2007, of
performance-based restricted stock units granted in 2006 under the
companys Stock Performance Plan. |
|
|
|
10.10*
|
|
Terms and conditions of stock appreciation rights granted in 2007 under the
companys Stock Performance Plan. |
|
|
|
10.11*
|
|
Terms and conditions of stock options granted in 2007 under the companys
Stock Performance Plan. |
|
|
|
10.12*
|
|
Terms and conditions of performance-based restricted stock units granted in
2007 under the companys Stock Performance Plan. |
|
|
|
10.13*
|
|
Terms and conditions of time-vested restricted stock units granted in 2007
under the companys Stock Performance Plan. |
37
EXHIBIT INDEX
(continued)
|
|
|
Exhibit |
|
|
Number |
|
Description |
|
|
|
10.14*
|
|
Companys Variable Compensation Plan, as last amended effective April 30, 1997
(incorporated by reference to pages A1-A3 of the companys Annual Meeting Proxy
Statement dated March 21, 2002). |
|
|
|
10.15*
|
|
Companys Salary Deferral & Savings Restoration Plan, as last amended effective
January 1, 2007 (incorporated by reference to Exhibit 10.11 of the companys Annual
Report on Form 10-K for the period ended December 31, 2006). |
|
|
|
10.16*
|
|
Companys Retirement Savings Restoration Plan adopted effective January 1, 2007
(incorporated by reference to Exhibit 10.12 of the companys Annual Report on Form
10-K for the period ended December 31, 2006). |
|
|
|
10.17*
|
|
Companys Retirement Income Plan for Directors, as last amended August 1995
(incorporated by reference to Exhibit 10.7 of the companys Annual Report on Form
10-K for the year ended December 31, 2002). |
|
|
|
10.18*
|
|
Letter Agreement and Employee Agreement, dated as of July 30, 2004, as amended,
between the company and R. R. Goodmanson (incorporated by reference to Exhibit 10.8
of the companys Quarterly Report on Form 10-Q for the period ended June 30, 2004). |
|
|
|
10.19
|
|
Companys Bicentennial Corporate Sharing Plan, adopted by the Board of Directors on
December 12, 2001 and effective January 9, 2002 (incorporated by reference to
Exhibit 10.12 of the companys Quarterly Report on Form 10-Q for the quarter ended
March 31, 2002). |
|
|
|
10.20
|
|
Purchase Agreement by and among the company as Seller and the other Sellers
Identified Therein and KED Fiber Ltd. and KED Fiber LLC as Buyers, dated as of
November 16, 2003 (incorporated by reference to Exhibit 10.12 of the companys
Annual Report on Form 10-K for the year ended December 31, 2003). The company
agrees to furnish supplementally a copy of any omitted schedule to the Commission
upon request. |
|
|
|
10.21
|
|
Amendment to the Purchase Agreement dated December 23, 2003, by and among the
company as Seller and the Other Sellers Identified Therein and KED Fiber Ltd. and
KED Fiber LLC as buyers (incorporated by reference to Exhibit 10.13 of the
companys Quarterly Report on Form 10-Q for the period ended March 31, 2004). The
company agrees to furnish supplementally a copy of any omitted schedule to the
Commission upon request. |
|
|
|
10.22
|
|
Amendment to the Purchase Agreement dated April 7, 2004, by and among the company
as Seller and the Other Sellers Identified Therein and KED Fiber Ltd. and KED Fiber
LLC as buyers (incorporated by reference to Exhibit 10.14 of the companys
Quarterly Report on Form 10-Q for the period ended March 31, 2004). The company
agrees to furnish supplementally a copy of any omitted schedule to the Commission
upon request. |
|
|
|
10.23
|
|
Amendment to the Purchase Agreement dated April 22, 2004, by and among the company
as Seller and the Other Sellers Identified Therein and KED Fiber Ltd. and KED Fiber
LLC as buyers (incorporated by reference to Exhibit 10.15 of the companys
Quarterly Report on Form 10-Q for the period ended June 30, 2004). The company
agrees to furnish supplementally a copy of any omitted schedule to the Commission
upon request. |
|
|
|
12
|
|
Computation of Ratio of Earnings to Fixed Charges. |
|
|
|
31.1
|
|
Rule 13a-14(a)/15d-14(a) Certification of the companys Principal Executive Officer. |
|
|
|
31.2
|
|
Rule 13a-14(a)/15d-14(a) Certification of the companys Principal Financial Officer. |
38
EXHIBIT INDEX
(continued)
|
|
|
Exhibit |
|
|
Number |
|
Description |
|
|
|
32.1
|
|
Section 1350 Certification of the companys 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 companys 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. |
* Management contract or compensatory plan or arrangement required to be filed as an exhibit to this Form 10-Q.
39