Document/Exhibit Description Pages Size
1: 10-K Annual Report 148± 641K
2: EX-3.1 Certificate of Incorporation 14 46K
3: EX-10.7 Material Contract 1 7K
4: EX-11 Statement re: Computation of Earnings Per Share 2± 12K
5: EX-12 Statement re: Computation of Ratios 2± 10K
6: EX-21 Subsidiaries of the Registrant 4 19K
7: EX-23 Consent of Experts or Counsel 1 8K
8: EX-99.1 Miscellaneous Exhibit 1 7K
9: EX-99.2 Miscellaneous Exhibit 1 7K
2002
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE YEAR ENDED DECEMBER 31, 2002 COMMISSION FILE NUMBER 1-815
----------
E. I. DU PONT DE NEMOURS
AND COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 51-0014090
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
1007 MARKET STREET
WILMINGTON, DELAWARE 19898
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 302 774-1000
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT
(EACH CLASS IS REGISTERED ON THE NEW YORK STOCK EXCHANGE, INC.):
TITLE OF EACH CLASS
-------------------
Common Stock ($.30 par value)
Preferred Stock
(without par value-cumulative)
$4.50 Series
$3.50 Series
NO SECURITIES ARE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT.
----------
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 [y] NO [ ]
INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM
405 OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO THE
BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION STATEMENTS
INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY AMENDMENT TO THIS
FORM 10-K. [ ]
INDICATE BY CHECK MARK WHETHER THE REGISTRANT IS AN ACCELERATED FILER (AS
DEFINED IN RULE 12B-2 OF THE ACT). YES [y] NO [ ]
THE AGGREGATE MARKET VALUE OF VOTING STOCK HELD BY NONAFFILIATES OF THE
REGISTRANT (EXCLUDES OUTSTANDING SHARES BENEFICIALLY OWNED BY DIRECTORS AND
OFFICERS AND TREASURY SHARES) AS OF JANUARY 31, 2003, WAS APPROXIMATELY $37.0
BILLION.
AS OF JANUARY 31, 2003, 994,710,182 SHARES (EXCLUDES 87,041,427 SHARES OF
TREASURY STOCK) OF THE COMPANY'S COMMON STOCK, $.30 PAR VALUE, WERE OUTSTANDING.
DOCUMENTS INCORPORATED BY REFERENCE
(SPECIFIC PAGES INCORPORATED ARE INDICATED UNDER THE APPLICABLE ITEM HEREIN):
INCORPORATED
BY REFERENCE
IN PART NO.
------------
The company's Proxy Statement in connection with the
Annual Meeting of Stockholders to be held on April 30, 2003 ...... III
================================================================================
E. I. du Pont de Nemours and Company
FORM 10-K
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 (which are wholly owned or
majority-owned), or to E. I. du Pont de Nemours and Company, as the context may
indicate.
--------------------------------------------------------------------------------
PAGE
--------------------------------------------------------------------------------
PART I
Forward-Looking Statements 3
Item 1. Business 4
Item 2. Properties 7
Item 3. Legal Proceedings 8
Item 4. Submission of Matters to a Vote of Security Holders 11
Executive Officers of the Registrant 11
--------------------------------------------------------------------------------
PART II
Item 5. Market for Registrant's Common Equity and
Related Stockholder Matters 12
Item 6. Selected Financial Data 13
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations 14
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 41
Item 8. Financial Statements and Supplementary Data 42
Item 9. Changes In and Disagreements With Accountants
on Accounting and Financial Disclosure 42
--------------------------------------------------------------------------------
PART III
Item 10. Directors and Executive Officers of the Registrant 43
Item 11. Executive Compensation 43
Item 12. Security Ownership of Certain Beneficial Owners
and Management and Related Stockholder Matters 43
Item 13. Certain Relationships and Related Transactions 44
Item 14. Controls and Procedures 44
--------------------------------------------------------------------------------
PART IV
Item 15. Exhibits, Financial Statement Schedules,
and Reports on Form 8-K 44
--------------------------------------------------------------------------------
SIGNATURES 46
CERTIFICATIONS 47
================================================================================
NOTE ON INCORPORATION BY REFERENCE
Information pertaining to certain Items in Part III of this report is
incorporated by reference to portions of the company's definitive 2003 Annual
Meeting Proxy Statement to be filed within 120 days after the end of the year
covered by this Annual Report on Form 10-K, pursuant to Regulation 14A.
2
Part I
CAUTIONARY STATEMENTS UNDER THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995
FORWARD-LOOKING STATEMENTS
This report, including "Management's Discussion and Analysis" in Item 7,
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
company's 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. In addition, the following are
some of the important factors that could cause the company's actual results to
differ materially from those projected in any such forward-looking statements:
o The company operates in approximately 75 countries worldwide and derives
about half of its revenues from sales inside the United States and about
half from sales outside the United States. Therefore, governmental and
quasi-governmental activities, including changes in the laws or policies of
any country in which the company operates, could affect the company's
business and profitability in that country. Also, the company's business
and profitability in a particular country could be affected by political or
economic repercussions on a domestic, country specific or global level from
acts of terrorism or war (whether or not declared) and the response to such
activities. In addition, economic factors (including a decline in U.S. or
European sales from slowing economic growth in those regions, inflation or
fluctuations in interest and foreign currency exchange rates) and
competitive factors (such as greater price competition or expiration of
patent protection) in those countries could affect the company's revenues,
expenses and results of operations.
o The company's growth objectives 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 may 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 adequate
intellectual property protection; or gain market acceptance of the new
products and services.
o The company's ability to grow earnings will be affected by increases in the
cost of raw materials, particularly oil, natural gas and products derived
from oil and natural gas. The company may not be able to fully offset the
effects of higher raw material costs through price increases or
productivity improvements.
o As part of its strategy for growth, the company has made and may continue
to make acquisitions and divestitures and form strategic alliances. There
can be no assurance that these will be completed or beneficial to the
company.
o To a significant degree, results in the company's Agriculture & Nutrition
segment reflect changes in agricultural conditions, including weather and
government programs. These results also reflect the seasonality of sales of
agricultural products; highest sales in the United States occur in the
first half of the year. In addition, demand for products produced in these
segments may be affected by market acceptance of genetically enhanced
products.
o The company has undertaken and may continue to undertake productivity
initiatives, including organizational restructurings and Six Sigma
productivity improvement projects, to improve performance and generate cost
savings. There can be no assurance that these will be completed or
beneficial to the company. Also, there can be no assurance that any
estimated cost savings from such activities will be realized.
o The company's facilities are subject to a broad array of environmental laws
and regulations. 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 company's accruals
for such costs and liabilities may not be adequate since 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, the nature of the
remedy, the outcome of discussions with regulatory agencies and other
potentially responsible parties (PRPs)
3
Part I
at multiparty sites, and the number and financial viability of other PRPs.
o The company's results of operations could be affected by significant
litigation adverse to the company, including product liability claims,
patent infringement claims and antitrust claims.
The foregoing list of important factors is not all inclusive, or necessarily in
order of importance.
ITEM 1. BUSINESS
DuPont was founded in 1802 and was incorporated in Delaware in 1915. DuPont is a
world leader in science and technology in a range of disciplines, including
high-performance materials, synthetic fibers, electronics, specialty chemicals,
agriculture and biotechnology. The company operates globally, manufacturing a
wide range of products for distribution and sale to many different markets,
including the transportation, textile, construction, motor vehicle,
agricultural, home furnishings, medical, packaging, electronics, and the
nutrition and health markets. Total worldwide employment at year-end 2002 was
about 79,000 people.
In 2002, the company strategically realigned its businesses into five market-
and technology-focused growth platforms and created DuPont Textiles & Interiors
(DTI), with the intent to separate DTI from the company by year-end 2003, market
conditions permitting. The growth platforms are: Agriculture & Nutrition;
Coatings & Color Technologies; Electronic & Communication Technologies;
Performance Materials; and Safety & Protection. These growth platforms are
designed to address large, attractive market spaces that allow the company to
leverage its science and technology, products and brands, market access, and
global reach to bring innovative solutions to specific arenas. The growth
platforms, together with Textiles & Interiors and Pharmaceuticals, comprise the
company's seven reportable segments. The company's nonaligned and embryonic
businesses are grouped under Other.
On October 1, 2001, DuPont Pharmaceuticals was sold to the Bristol-Myers Squibb
Company. DuPont retained its interest in Cozaar(R) (losartan potassium) and
Hyzaar(R) (losartan potassium, hydrochlorothiazide) brands. These
antihypertensive drugs were discovered by DuPont and developed in collaboration
with Merck & Co. DuPont has exclusively licensed marketing rights for Cozaar(R)
and Hyzaar(R) to Merck. In conjunction with the sale of DuPont Pharmaceuticals,
Bristol-Myers Squibb continues to manufacture Cozaar(R) and Hyzaar(R) for
DuPont. Effective with fourth quarter 2001 results, the Pharmaceuticals segment
reflects only DuPont's share of the financial results of this ongoing
collaboration.
The following information describing the business of the company can be found on
the indicated pages of this report:
--------------------------------------------------------------------------------
ITEM PAGE(S)
--------------------------------------------------------------------------------
SEGMENT REVIEWS:
Business Discussions, Principal Products and
Principal Markets
Introduction 20
Agriculture & Nutrition 20-23
Coatings & Color Technologies 23-24
Electronic & Communication Technologies 24-26
Performance Materials 26-28
Pharmaceuticals 28
Safety & Protection 29-30
Textiles & Interiors 30-33
Other 33
--------------------------------------------------------------------------------
Total Segment Sales, Transfers, After-Tax Operating
Income, and Segment Net Assets
for 2002, 2001, and 2000 F-35
--------------------------------------------------------------------------------
GEOGRAPHIC INFORMATION:
Net Sales and Net Property for 2002, 2001, and 2000 F-34
--------------------------------------------------------------------------------
The company and its subsidiaries have operations in about 75 countries worldwide
and, as a result, about 50 percent of consolidated net sales are made to
customers outside the United States. Subsidiaries and affiliates of DuPont
conduct manufacturing, seed production, or selling activities, and some are
distributors of products manufactured by the company.
SOURCES OF SUPPLY
The company utilizes numerous firms as well as internal sources to supply a wide
range of raw materials, energy, supplies, services and equipment. To assure
availability, the company maintains multiple sources for fuels and most raw
materials, including hydrocarbon feedstocks. Large volume purchases are
generally procured under competitively priced supply contracts.
Excluding Pioneer Hi-Bred International Inc. and the nutrition and health
businesses, which are part of the Agriculture & Nutrition segment, a substantial
portion of the production and sales in the segments' businesses is dependent
upon the availability of hydrocarbon feedstocks. Current hydrocarbon feedstock
requirements are met by purchases from major petrochemical companies. DuPont
participates in a joint venture with Equistar Chemicals, LP, which manufactures
and supplies a
4
Part I
ITEM 1. BUSINESS--CONTINUED
significant portion of the company's requirements for ethylene glycol, a
hydrocarbon feedstock.
Pioneer, which is in the hybrid seed industry, has seed production facilities
located throughout the world, in both the Northern and Southern Hemispheres. In
the production of its parent and commercial seed, Pioneer generally provides the
seed stock, detasseling and roguing labor, and certain other production inputs.
The balance of the labor, equipment, and inputs are supplied by independent
growers. Pioneer believes the availability of growers, parent seed stock, and
other inputs necessary to produce its commercial seed is adequate for planned
production levels. The principal risk in the production of seed is the
environment, with weather being the single largest variant. Pioneer lessens this
risk by distributing production across many locations around the world. Due to
its global presence, the company can engage in seed production year-round.
Production in the nutrition and health businesses is primarily dependent upon
the availability of soy flake, which is readily available from many sources.
The major purchased commodities, raw materials, and supplies for the company's
reportable segments in 2002 include the following:
AGRICULTURE & NUTRITION:
acetaldoxime; carbamic acid related intermediates; polyethylene; soy flake;
5-choroindanone, methylester
COATINGS & COLOR TECHNOLOGIES:
butyl acetate; chlorine; coke; HDI based poly alaphatic isocyanates;
industrial gases (O2/N2); ore; pigments
ELECTRONIC & COMMUNICATION TECHNOLOGIES:
asaprene; chloroform; fluorspar; hydrofluoric acid; kraton; oxydianiline;
perchloroethylene; polyester; polyethylene; pyromellitic dianhydride
PERFORMANCE MATERIALS:
butanediol; ethane; fiberglass; methacrylic acid; methanol; natural gas;
paraxylene
SAFETY & PROTECTION:
ammonia; high density polyethylene; isophthalic acid; isophthaloyl
chloride; metaphenylenediamine; methanol; paraphenylenediamine; polyester
fiber; polypropylene; propylene; terephthaloyl chloride; wood pulp
TEXTILES & INTERIORS:
acetylene; adipic acid; ammonia; butadiene; cyclohexane; natural gas;
paraxylene; terephthalic acid
In addition, during 2002, the company consumed substantial amounts of
electricity and natural gas for energy.
DuPont has contracted with Computer Sciences Corporation (CSC) and Accenture LLP
to provide certain services for the company. CSC operates a majority of the
company's global information systems and technology infrastructures and provides
selected applications and software services. Accenture LLP provides enterprise
resource planning solutions designed to enhance the company's manufacturing,
marketing, distribution and customer service.
PATENTS AND TRADEMARKS
The company believes that its patent and trademark estate provides an important
competitive advantage and has established a global network of attorneys and
licensing professionals to procure, maintain and protect its estate.
The company owns and is licensed under various patents, which expire from time
to time, covering many products, processes and product uses. These patents
protect many aspects of the company's significant research program and the
proprietary goods and services it sells. The actual protection afforded by these
patents varies from country to country and depends upon the scope of coverage of
each individual patent as well as the availability of legal remedies in each
country. The company owns approximately 21,000 worldwide patents and
approximately 14,000 worldwide patent applications. In 2002, the company was
granted almost 400 U.S. patents and about 2,000 international patents. The
company's rights under its patents and licenses, as well as the products made
and sold under them, are important to the company as a whole and, to varying
degrees, important to each reportable segment.
For discussion related to the importance of patents to Pharmaceuticals, see the
segment review on page 28 of this report.
The environment in which Pioneer and the rest of the companies within the seed
industry compete is increasingly affected by new patents, patent positions,
patent lawsuits and the status of
5
Part I
ITEM 1. BUSINESS--CONTINUED
various intellectual property rights. Ownership of and access to intellectual
property rights, particularly those relating to biotechnology, are important to
the Pioneer business and its competitors. No single patent owned by Pioneer or
its competitors is essential to Pioneer's ability to compete. However, Pioneer
will continue to address freedom to operate issues by enforcing its own
intellectual property rights, challenging claims made by others, and where
appropriate, obtaining licenses to important technologies on commercially
reasonable terms.
The company has over 2,000 unique trademarks for its products and services and
has over 22,000 worldwide registrations and applications for these trademarks.
Ownership rights in trademarks do not expire if the trademarks are continued in
use and properly protected. The company has a number of trademarks that have
significant recognition at the consumer retail level, including DuPont(TM) and
the DuPont Oval; Lycra(R) brand premium stretch fibers; Stainmaster(R) carpets;
Teflon(R) fluoropolymers, films, fabric protectors, fibers, and dispersions;
Corian(R) surfaces; Cordura(R) nylon; Coolmax(R) fibers; Tactel(R) nylon;
Tyvek(R) and Kevlar(R) brands protective material; and Pioneer(R) brand seeds.
The company is actively pursuing licensing opportunities for selected
trademarks. For example, the Teflon(R) trademark has been extended through brand
licensing to personal care products, automotive car care products, automotive
wiper blades, eye glass lenses and home care products. In addition, selected
licensing opportunities are being pursued for the DuPont(TM) brand.
SEASONALITY
Sales of the company's products in Agriculture & Nutrition, and to a certain
extent, Coatings & Color Technologies and Textiles & Interiors, are affected by
seasonality. Agriculture & Nutrition's performance is strongest in the first
half of the year. Pioneer generally operates at a loss during the third and
fourth quarters of the year, and due to the seasonal nature of the seed
business, Pioneer's inventory is at its highest level at the end of the calendar
year and is sold down in the first and second quarters. Trade receivables in
Agriculture & Nutrition are at a low point at year-end and increase through the
selling season to peak at the end of the second quarter. Coatings & Color
Technologies' sales reflect seasonal patterns related to motor vehicle builds
and after-market refinishing. Textiles & Interiors' flooring businesses are
somewhat affected by the seasonality of the construction industry, which
experiences its highest level of activity during the summer months.
In general, businesses in the remaining segments are not materially affected by
seasonal factors.
MARKETING
With the exception of the Pioneer business, most products are marketed primarily
through DuPont's sales force, although in some regions, more emphasis is placed
on sales through distributors. In North America, the majority of Pioneer(R)
brand seed is marketed through independent sales representatives. In areas
outside the traditional corn belt, seed products are often marketed through
dealers and distributors who handle other agricultural supplies. Pioneer
products are marketed outside North America through a network of subsidiaries,
joint ventures, and independent producer-distributors.
MAJOR CUSTOMERS
The company's sales are not materially dependent on a single customer or small
group of customers. Textiles & Interiors and Coatings & Color Technologies,
however, have several large customers in their respective industries that are
important to these segments' operating results.
COMPETITION
The company's businesses compete on a variety of factors such as price, product
quality and performance or specifications, continuity of supply, customer
service and breadth of product line, depending on the characteristics of the
particular market involved and the product or service provided.
Principal competitors include major chemical companies based in the United
States, Europe and Asia, principally Japan, China and Korea. In the aggregate,
competitors offer a comparable range of products from agricultural, commodity
and specialty chemicals to plastics and fibers products. The company also
competes in certain product markets with smaller, more specialized firms, as
well as those with partially or fully integrated petrochemical operations.
In addition to providing crop protection products, Agriculture & Nutrition also
sells hybrid seeds through Pioneer, principally for the global production of
corn and soybeans, and thus directly competes with other hybrid seed suppliers.
Agriculture & Nutrition also provides food safety equipment and soy-based
6
Part I
ITEM 1. BUSINESS--CONTINUED
food ingredients in competition with other major grain and food processors.
RESEARCH AND DEVELOPMENT
The company conducts research in the United States at over 40 sites in 19 states
at either dedicated research facilities or manufacturing plants. The highest
concentration of research is centralized in the Wilmington, Delaware region at
several large research centers. Among these, the Experimental Station
laboratories engage in investigative and applied research, the Chestnut Run
laboratories focus on applications research, and the Stine-Haskell Research
Center conducts agricultural product research and toxicological research to
assure the safe manufacture and use of products.
Within Agriculture & Nutrition, Pioneer, which has its largest center in
Johnston, Iowa carries out research to develop hybrids of corn, canola, sorghum
and sunflower, and varieties of soybean, alfalfa, wheat, and canola for
worldwide markets. Hybrids and varieties are developed at primary research
locations and tested at many other locations. Also included in Agriculture &
Nutrition is DuPont Protein Technologies, which has its largest research center
in St. Louis, Missouri. Health benefits studies are advanced in cooperation with
several universities across the globe, and product and application development
is managed in technical centers located in England and Russia.
DuPont, reflecting the company's global interests, operates a number of
additional research facilities at locations outside the United States in
countries such as Belgium, Canada, France, Germany, Japan, Luxembourg, Mexico,
the Netherlands, Spain, and Switzerland.
The objectives of the company's research and development programs are to create
new technologies, processes and business opportunities in relevant fields, as
well as to improve existing products and processes. Each segment of the company
funds research and development activities that support its business mission. The
future of the company is not dependent upon the outcome of any specific research
program.
The corporate research laboratories are responsible for conducting research
programs aligned with corporate strategy as provided by the Corporate Growth
Council. All research and development activities are administered by senior
research and development management, with guidance from the appropriate
Corporate Technology Director, to ensure consistency with the business and
corporate strategy.
Additional information with respect to research and development, including the
estimated amount spent during each of the last three fiscal years, is included
in Item 7, Management's Discussion and Analysis on page 17 of this report.
ENVIRONMENTAL MATTERS
Information related to environmental matters is included in several areas of
this report: (1) Environmental Proceedings on pages 9-11, (2) Management's
Discussion and Analysis on pages 39-41, and (3) Notes 1 and 23 to the
Consolidated Financial Statements on pages F-8 and F-25, respectively.
ITEM 2. PROPERTIES
The company owns and operates manufacturing, processing, production, marketing,
and research and development facilities worldwide.
DuPont's corporate headquarters is located in Wilmington, Delaware. In addition,
the company operates sales offices, regional purchasing offices, distribution
centers, and various other specialized service locations.
Information regarding research and development facilities is incorporated by
reference to Item 1, Business - Research and Development. Additional information
with respect to the company's property, plant and equipment, and leases is
contained in Notes 13 and 23 to the company's Consolidated Financial Statements
on pages F-17 and F-23 of this report, respectively.
7
Part I
ITEM 2. PROPERTIES--CONTINUED
The company's investment in property, plant and equipment in the United States
and Puerto Rico related to operations is located at over 100 major sites, some
of which are as follows:
TEXAS DELAWARE VIRGINIA
--------------------------------------------------------------------------------
Bayport Edge Moor Front Royal
Beaumont Newark Hopewell
Corpus Christi Seaford Richmond
LaPorte Wilmington Waynesboro
Orange
Victoria
WEST VIRGINIA TENNESSEE NORTH CAROLINA
--------------------------------------------------------------------------------
Belle Chattanooga Fayetteville
Martinsburg Memphis Kinston
Parkersburg New Johnsonville Research
Old Hickory Triangle Park
NEW JERSEY SOUTH CAROLINA NEW YORK
--------------------------------------------------------------------------------
Deepwater Camden Buffalo
Parlin Charleston Niagara Falls
Florence
MICHIGAN IOWA PUERTO RICO
--------------------------------------------------------------------------------
Mt. Clemens Fort Madison Manati
Troy Johnston
Property, plant and equipment outside the United States and Puerto Rico is also
located at over 100 major sites, principally in the United Kingdom, Canada,
Germany, the Netherlands, Taiwan, Spain, Singapore, Luxembourg, France, Mexico,
Brazil, Belgium, China, Argentina, Japan and the Republic of Korea.
The company's plants and equipment are well maintained and in good operating
condition. Sales as a percent of capacity were 81 percent in 2002, 78 percent in
2001 and 81 percent in 2000. Properties are primarily directly owned by the
company. However, certain properties are leased, including those that are part
of the company's synthetic lease program (see page F-23 of this report). In
addition, certain properties of the company provide security related to the
company's minority interest structures (see page F-21 of the report). Although
no title examination of the properties has been made for the purpose of this
report, the company knows of no material defects in title to any of these
properties.
ITEM 3. LEGAL PROCEEDINGS
LITIGATION
BENLATE(R)
In 1991, DuPont began receiving claims by growers that use of Benlate(R) 50 DF
fungicide had caused crop damage. As indicated in the table below, DuPont has
since been served with several hundred lawsuits, most of which have been
disposed of through trial, dismissal or settlement.
--------------------------------------------------------------------------------
Status of Cases
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
2002 2001 2000
--------------------------------------------------------------------------------
Filed 2 10 19
Resolved 5 16 45
Pending, as of December 31 104 107 113
================================================================================
Twenty of the 104 cases pending against the company at December 31, 2002, were
filed by growers who allege plant damage from using Benlate(R) 50 DF and, in
some cases, Benlate(R) WP. Fifty of the pending cases seek to reopen settlements
with the company by alleging that the company committed fraud and misconduct, as
well as violations of federal and state racketeering laws. Five of the pending
cases include claims for alleged personal injuries arising from exposure to
Benlate(R) 50 DF and/or Benlate(R) WP. Twenty-eight of the pending cases include
claims for alleged damage to shrimping operations from Benlate(R) OD. Finally,
one of the cases pending is a securities fraud class action.
In August 2001, a Florida jury found DuPont liable under Florida's racketeering
statute and for product defect involving alleged crop damage. In March 2002,
pursuant to DuPont's motion, the judge withdrew the jury's finding of liability
under the racketeering statute and entered judgment for the plaintiffs in the
approximate amount of $29 million. The judgment was later reduced to $26
million; DuPont has appealed. The company has concluded that it is not probable
that the adverse judgment in this case will ultimately be upheld; therefore,
DuPont has not established a reserve for this matter. The remaining crop cases
are in various stages of development, principally in trial and appellate courts
in Florida.
Certain plaintiffs who previously settled with the company seek to reopen their
settlements through cases alleging fraud and other misconduct relating to the
litigation and settlement of their Benlate(R) 50 DF claims. In January 2003, the
company settled nine cases, involving twenty plaintiffs, that had been pending
in state court in Florida (the table above does not
8
Part I
ITEM 3. LEGAL PROCEEDINGS--CONTINUED
reflect these settlements). These cases alleged that the company and its counsel
had committed fraud and misconduct in connection with the settlement of these
plaintiffs' claims in 1996. The company believes that by settling these
lawsuits, it has resolved the most significant of the reopener cases that would
have involved claims for punitive damages. In the reopener cases still pending
after January 2003, the Florida federal court dismissed the lead case of the
twenty-eight reopener cases pending before it. Plaintiffs have appealed. The
other thirteen reopener cases are in various stages of development in trial and
appellate courts in Florida and Hawaii.
There are currently five cases involving allegations that Benlate(R) caused
birth defects to children exposed in utero. One case was tried in Florida, which
resulted in a $4 million verdict against DuPont. The verdict was reversed at the
intermediate appellate level because the plaintiffs' scientific support for
causation was insufficient. The plaintiffs have appealed to the Florida Supreme
Court. The federal court in West Virginia dismissed another case on the same
grounds of insufficient scientific support for causation. It has been appealed
to the Fourth Circuit Court of Appeals. Six of the eight plaintiffs in the
remaining three cases were dismissed as their cases were not timely filed. Two
of these cases have been appealed to the Delaware Supreme Court. The remaining
case is scheduled for trial in Delaware in June 2003.
The twenty-eight cases involving damage to shrimp are pending against the
company in state court in Broward County, Florida. These cases were brought by
Ecuadorian shrimp farmers who allege that Benlate(R) OD that was applied to
banana plantations in Ecuador ran-off and was deposited in the plaintiffs'
shrimp farms, causing massive numbers of shrimp to die. Two cases were tried in
the fall of 2000 and in early 2001, which resulted in adverse judgments of
approximately $14 million in each case. DuPont contends that the injuries
alleged are attributable to a virus, Taura Syndrome Virus, and in no way involve
Benlate(R) OD. The company has appealed both cases. DuPont has not established
an accrual for either case because the company has concluded that it is not
probable that the adverse judgments ultimately will be upheld. The twenty-six
untried cases are on hold pending the resolution of the appeal of the case tried
in the fall of 2000. Oral arguments on this appeal took place at the
intermediate appellate court in October 2002.
A securities fraud class action was filed in September 1995 by a shareholder in
federal district court in Florida against the company and the then-Chairman.
This action is still pending. The plaintiffs in this case allege that DuPont
made false and misleading statements and omissions about Benlate(R) 50 DF, with
the alleged effect of inflating the price of DuPont's stock between June 19,
1993, and January 27, 1995. The district court has certified the case as a class
action. Discovery has concluded. Trial is set for June 2003.
DuPont believes that Benlate(R) did not cause the damages alleged in these cases
and denies the allegations of fraud and misconduct. DuPont continues to defend
itself in ongoing matters. To date, DuPont has incurred costs and expenses of
approximately $1.7 billion associated with these matters, of which approximately
$200 million has been recovered through insurance. The company has established
reserves in its financial statements to cover estimated future costs. During
fourth quarter 2002, the company recorded a charge of $80 million to increase
its litigation reserves for Benlate(R). While management recognizes that it is
reasonably possible that additional losses may be incurred, a range of such
losses cannot be reasonably estimated at this time.
ENVIRONMENTAL PROCEEDINGS
HYDROGEN FLUORIDE RELEASE
On May 19, 1997, approximately 11,500 pounds of a hydrogen fluoride (HF)/tar
mixture was released from DuPont's Louisville, Kentucky fluoroproducts facility.
This release lasted about forty minutes. There were no on-site injuries, and
only one person off-site reported any exposure. No toxic tort suits were filed
as a result of this release. DuPont's incident investigation concluded that an
inadequate valve stem design was a key factor contributing to the release (the
valve stem twisted and the valve indicated it was in a closed position, when it
was actually open). DuPont's process isolation procedures were also reviewed and
modified as a result of this incident. The Department of Justice (DOJ) proposed
a settlement prior to filing its action for $1,700,000. Subsequently, by letter
dated July 13, 1999, the DOJ provided formal notice to DuPont, that due to the
May 1997 HF release, the DOJ intended to bring a federal court action against
DuPont under the Clean Air Act Section 112(r) - General Duty Clause. DuPont
contested the proposed $1,700,000 fine as excessive and unreasonable because
there was no environmental harm or human health
9
Part I
ITEM 3. LEGAL PROCEEDINGS--CONTINUED
impacts associated with the May 1997 incident. DuPont presented a settlement
offer to the DOJ and the Environmental Protection Agency (EPA) in December 2000.
DuPont has reached an agreement with DOJ and EPA to settle this matter for
$1,102,000. This settlement consists of $552,000 in supplemental environmental
projects supporting local Louisville governmental and nongovernmental
environmental agencies and $550,000 as a cash penalty. The DOJ has prepared a
Consent Decree and Complaint that DuPont is currently reviewing. Settlement is
expected to be completed sometime in the second quarter of 2003.
GRAND CAL/INDIANA HARBOR SYSTEM
The Indiana Departments of Natural Resources and Environmental Management and
the United States Department of Interior are in the process of conducting a
natural resource damage assessment of the Grand Calumet River and the Indiana
Harbor Canal system under the Comprehensive Environmental Response, Compensation
and Liability Act (CERCLA) and the Oil Pollution Act. The company's plant in
East Chicago, Indiana, which discharges industrial wastewater into these
waterways, was identified as one of seventeen potentially responsible parties
(PRPs) for the cost of the assessment and any determined natural resource
damages. The trustees recently indicated that their preferred remedy is to
dredge the entire Grand Cal/ Indiana Harbor system. DuPont has joined with eight
other PRPs to contest the remedy. A settlement offer has been tendered to the
trustees and negotiations are ongoing.
AMMONIUM PERFLUOROOCTANATE (APFO)
The West Virginia Department of Environmental Protection (WVDEP) and DuPont
signed a Multimedia Order in November of 2001 that required sampling, analyses
and the development of screening levels for the surfactant ammonium
perfluorooctanoate, or APFO, used by DuPont's Washington Works plant in Wood
County, West Virginia. The Order required that DuPont investigate the levels of
APFO in the local environment and drinking water and fund a study by
toxicologists, supervised by the WVDEP, to determine acceptable levels of APFO
in the environment and drinking water. Through this process, a screening level
of 150 micrograms of APFO per liter of drinking water was established in May
2002. None of the local sources of drinking water has tested near the screening
level.
In August 2002, the WVDEP issued the Final Ammonium Perfluorooctanoate
Assessment of Toxicity Team Report. It affirmed the 150 micrograms screening
level for drinking water and a soil screening level of 240 parts per million. It
further provided a screening level of 1 microgram per cubic meter for air, as
based upon the inhalation reference concentration. The WVDEP is expected to
issue guidance on the implementation of the air screening level. Unless DuPont
violates its terms, the Multimedia Order does not call for sanctions. The cost
of the DuPont activities pursuant to the Order is likely to exceed $3 million.
DuPont has completed more than 75 percent of the work required by the Order.
Sampling across the Ohio River has disclosed APFO levels in groundwater and
drinking water in Ohio, and these results were shared with the Ohio EPA.
Although the MultiMedia Order does not apply in Ohio, DuPont is funding
investigations of ground and drinking water in that state comparable to the
studies in West Virginia. In addition, DuPont signed a Safe Drinking Water
Consent (SDWC) Order with the U. S. Environmental Protection Agency in March of
2002 to assure provision of alternative drinking water if supplies are found to
exceed the screening levels established under the MultiMedia Order. Since the
screening level has been established, it is unlikely that DuPont will be
required to provide alternative drinking water to anyone under the SDWC Order
since the levels of APFO in drinking water tested to date are well below the
screening level. During the fourth quarter of 2002, the U.S. EPA announced that
it would conduct a hazard assessment of APFO.
A class action has been filed in West Virginia state court against DuPont and
the Lubeck Public Service District. The action alleges that the class has, or
may suffer, deleterious health affects from exposure to APFO in drinking water.
The class has been defined as anyone who has consumed drinking water affected by
APFO from operation of the Washington Works Plant, which could include tens of
thousands of people. DuPont does not believe that consumption of drinking water
with low levels of APFO has caused, or will cause, deleterious health affects.
Trial has been scheduled for the third quarter of 2003; DuPont intends to defend
itself vigorously.
AUTOMOTIVE REFINISH
The San Joaquin Valley Unified Air Pollution Control District has recently filed
a complaint in California Superior Court for the County of Fresno. The complaint
alleges that DuPont dis-
10
Part I
ITEM 3. LEGAL PROCEEDINGS--CONTINUED
tributed non-compliant automotive refinish coatings for sale throughout the year
of 1999 in violation of District Rule 4602. The District is seeking a permanent
injunction against future sales and civil penalties of $75,000 per day. District
Rule 4602 permits the sale of "non-compliant" coatings within the District as
long as the coatings are clearly labeled as non-compliant and are used only in
districts in which the coatings would be deemed compliant. DuPont labeled its
coatings in compliance with District Rule 4602 and provided educational material
about the District Rule to coatings users. DuPont intends to vigorously defend
itself in this action.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
EXECUTIVE OFFICERS OF THE REGISTRANT
The following is a list, as of February 28, 2003, of the company's executive
officers. These officers serve as members of the company's Office of the Chief
Executive.
--------------------------------------------------------------------------------
Executive
Officer
Age Since
--------------------------------------------------------------------------------
CHAIRMAN OF THE BOARD OF DIRECTORS AND
CHIEF EXECUTIVE OFFICER:
Charles O. Holliday, Jr.* 54 1992
--------------------------------------------------------------------------------
OTHER EXECUTIVE OFFICERS:
Thomas M. Connelly, Jr., Senior
Vice President and Chief
Science and Technology Officer 50 2000
Richard R. Goodmanson, Executive
Vice President and Chief
Operating Officer 55 1999
John C. Hodgson, Executive
Vice President 59 2002
Stacey J. Mobley, Senior Vice
President and Chief
Administrative Officer and
General Counsel 57 1992
Gary M. Pfeiffer, Senior Vice
President and Chief Financial Officer 53 1997
Dennis Zeleny, Senior Vice President -
Global Human Resources 47 2001
================================================================================
* Member of the Board of Directors.
The company's executive officers are elected or appointed for the ensuing year
or for an indefinite term, and until their successors are elected or appointed.
Charles O. Holliday, Jr. joined DuPont in 1970 and has advanced through various
manufacturing and supervisory assignments to product planning and marketing
positions. He is a former president, executive vice president, president and
chairman - DuPont Asia Pacific. Mr. Holliday became an executive officer in 1992
when he was appointed Senior Vice President. he became Chief Executive Officer
on February 1, 1998 and Chairman of the Board of Directors on January 1, 1999.
Thomas M. Connelly, Jr. joined DuPont in 1977 as a research engineer. Since
then, Mr. Connelly has served in various research and plant technical leadership
roles, as well as product management and business director roles. Mr. Connelly
served as vice president and general manager - DuPont Fluoroproducts from 1999
until September 1, 2000, when he was named to his current position.
Richard R. Goodmanson joined DuPont in 1999 as Executive Vice President and
Chief Operating Officer. Prior to joining DuPont, Mr. Goodmanson was president
and chief executive officer of America West Airlines from 1996 to 1999. He was
senior vice president of operations for Frito-Lay Inc. from 1992-1996, and he
was a principal at McKinsey & Company, Inc. from 1980 to 1992.
John C. Hodgson joined DuPont in 1966. Since then, Mr. Hodgson has held various
sales and product management positions and has served in several business
director roles. In 1996, he was named vice president and general manager of
Photopolymer & Electronic Materials. Prior to his promotion to Executive Vice
President, with responsibility for the company's five newly formed growth
platforms, Mr. Hodgson served as group vice president and general manager -
DuPont iTechnologies from February 2000 until he was named to his current
position in February 2002.
Stacey J. Mobley joined DuPont's legal department in 1972. He was named director
of Federal Affairs in the company's Washington, D.C. office in 1983 and was
promoted to vice president - Federal Affairs in 1986. He returned to the
company's Wilmington, Delaware headquarters in March 1992 as vice president -
Communications in External Affairs and was promoted to Senior Vice President in
May 1992. He was named Chief Administrative Officer in May 1999 and General
Counsel in November 1999.
11
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS--CONTINUED
Gary M. Pfeiffer joined DuPont in 1974 and has held a succession of tax and
financial and business analysis positions. Mr. Pfeiffer has also served in
several director roles and prior to his promotion to Senior Vice President and
Chief Financial Officer, Mr. Pfeiffer served as vice president and general
manager, DuPont Nylon - North America from 1994 until October 1997.
Dennis Zeleny joined DuPont in 2001 as Senior Vice President - Global Human
Resources. Prior to joining DuPont, Mr. Zeleny was vice president, Worldwide
Human Resources for Honeywell, a position he held since 2000, following the
merger of Allied Signal with Honeywell. From 1995 to 2000, Mr. Zeleny served as
vice president, human resources, in several capacities for Allied Signal, and
from 1978 to 1995, Mr. Zeleny held a number of human resources positions at
PepsiCo.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The company's common stock is listed on the New York Stock Exchange, Inc.
(symbol DD) and certain non-U.S. exchanges. The number of record holders of
common stock was 116,340 at December 31, 2002, and 115,126 at January 31, 2003.
Holders of the company's common stock are entitled to receive dividends when
they are declared by the Board of Directors. While it is not a guarantee of
future conduct, the company has continuously paid a quarterly dividend since the
fourth quarter of 1904. Dividends on common stock and preferred stock are
usually declared in January, April, July and October. When dividends on common
stock are declared, they are usually paid on or about March 14, June 12,
September 12 and December 14. Preferred dividends are paid on or about the 25th
of January, April, July and October. The Stock Transfer Agent and Registrar is
EquiServe Trust Company N.A.
The company's quarterly high and low trading stock prices and dividends for 2002
and 2001 are shown below.
--------------------------------------------------------------------------------
QUARTERLY HIGH/LOW
MARKET PRICES OF Market Prices Per Share
COMMON STOCK ----------------------- Dividend
High Low Declared
--------------------------------------------------------------------------------
2002
First Quarter $49.80 $39.79 $.35
Second Quarter 48.40 41.75 .35
Third Quarter 45.75 35.02 .35
Fourth Quarter 45.30 36.00 .35
--------------------------------------------------------------------------------
2001
First Quarter $49.56 $39.86 $.35
Second Quarter 49.88 40.00 .35
Third Quarter 48.93 32.64 .35
Fourth Quarter 45.75 36.28 .35
================================================================================
12
Part II
ITEM 6. SELECTED FINANCIAL DATA
[Enlarge/Download Table]
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(DOLLARS IN MILLIONS, EXCEPT PER SHARE) 2002 2001 2000 1999 1998
------------------------------------------------------------------------------------------------------------------------------------
SUMMARY OF OPERATIONS(1)
Net sales $24,006 $24,726 $28,268 $26,918 $24,767
Income from continuing operations before
income taxes and minority interests $ 2,124 $ 6,844 $ 3,447 $ 1,690 $ 2,613
Provision for income taxes $ 185 $ 2,467 $ 1,072 $ 1,410 $ 941
Income from continuing operations before cumulative
effect of changes in accounting principles $ 1,841 $ 4,328 $ 2,314 $ 219 $ 1,648
Income from discontinued operations $ -- $ -- $ -- $ 7,471 $ 3,033
Net income (loss) $(1,103)(2) $ 4,339(3) $ 2,314 $ 7,690 $ 4,480(4)
Adjusted net income (loss)(5) $(1,103)(2) $ 4,505(3) $ 2,482 $ 7,793 $ 4,528(4)
------------------------------------------------------------------------------------------------------------------------------------
Basic earnings per share of common stock
Income from continuing operations before cumulative
effect of changes in accounting principles $ 1.84 $ 4.17 $ 2.21 $ 0.19 $ 1.45
Income from discontinued operations $ -- $ -- $ -- $ 6.89 $ 2.69
Net income (loss) $ (1.12)(2) $ 4.18(3) $ 2.21 $ 7.08 $ 3.96(4)
Adjusted net income (loss)(5) $ (1.12)(2) $ 4.34(3) $ 2.37 $ 7.18 $ 4.00(4)
------------------------------------------------------------------------------------------------------------------------------------
Diluted earnings per share of common stock
Income from continuing operations before cumulative
effect of changes in accounting principles $ 1.84 $ 4.15 $ 2.19 $ 0.19 $ 1.43
Income from discontinued operations $ -- $ -- $ -- $ 6.80 $ 2.65
Net income (loss) $ (1.11)(2) $ 4.16(3) $ 2.19 $ 6.99 $ 3.90(4)
Adjusted net income (loss)(5) $ (1.11)(2) $ 4.32(3) $ 2.35 $ 7.09 $ 3.95(4)
------------------------------------------------------------------------------------------------------------------------------------
FINANCIAL POSITION AT YEAR-END(1)
Working capital $ 6,363 $ 6,734 $ 2,401 $ 1,425 $(2,374)
Total assets $34,621 $40,319 $39,426 $40,777 $38,536
Borrowings and capital lease obligations
Short-term $ 1,185 $ 1,464 $ 3,247 $ 4,941 $ 6,629
Long-term $ 5,647 $ 5,350 $ 6,658 $ 6,625 $ 4,495
Stockholders' equity $ 9,063 $14,452 $13,299 $12,875 $13,954
------------------------------------------------------------------------------------------------------------------------------------
GENERAL
For the year
Capital expenditures $ 1,416 $ 1,634 $ 2,022 $ 6,988 $ 5,480
Depreciation $ 1,297 $ 1,320 $ 1,415 $ 1,444 $ 1,452
Research and development (R&D) expense(6) $ 1,264 $ 1,588 $ 1,776 $ 1,617 $ 1,308
Average number of shares (millions)
Basic 994 1,036 1,043 1,085 1,129
Diluted 999 1,041 1,051 1,098 1,145
Dividends per common share $ 1.40 $ 1.40 $ 1.40 $ 1.40 $ 1.365
At year-end
Employees (thousands)(7) 79 79 93 94 101
Closing stock price $ 42.40 $ 42.51 $ 48.31 $ 65.88 $ 53.06
Common stockholders of record (thousands) 116 127 132 140 145
------------------------------------------------------------------------------------------------------------------------------------
(1) See Management's Discussion and Analysis in Item 7 and the Consolidated
Financial Statements on pages F-1 through F-38, including the quarterly
financial data in Note 31, for information relating to significant items
affecting the results of operations and financial position.
(2) Includes a cumulative effect of a change in accounting principle charge of
$2,944 and $2.96 (basic) and $2.95 (diluted) per share. See Note 9 to the
Consolidated Financial Statements, beginning on page F-15 of this report.
(3) Includes a cumulative effect of a change in accounting principle benefit of
$11 and $.01 per share, basic and diluted. See Note 9 to the Consolidated
Financial Statements, beginning on page F-15 of this report.
(4) Includes a charge from early extinguishment of debt of $201 and $.18 per
share (basic and diluted), net of taxes.
(5) Reflects pro forma effects relating to the adoption of SFAS No. 142 and the
resulting nonamortization of goodwill and indefinite-lived intangible
assets. See Note 14 to the Consolidated Financial Statements, beginning on
page F-17 of this report.
(6) Excludes purchased in-process research and development.
(7) Includes employees of discontinued Conoco operations prior to 1999.
13
Part II
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
ANALYSIS OF OPERATIONS
NET SALES
Consolidated net sales in 2002 were $24.0 billion, $0.7 billion or 3 percent
below 2001, reflecting 4 percent higher volume, 3 percent lower U.S. dollar
selling prices and a 4 percent reduction due to portfolio changes. Net sales
during 2002 were lower due to the company's divestiture of DuPont
Pharmaceuticals and the Clysar(R) shrink film business as well as the
discontinuance of Benlate(R) fungicide. These reductions were partly offset by
the company's acquisition of Liqui-Box Corporation and ChemFirst, Inc. Segment
sales which include transfers and the company's pro rata share of equity
affiliate sales were $26.7 billion, down $1.0 billion or 3 percent. The
portfolio changes reduced segment sales by 4 percent. Excluding portfolio
changes, worldwide segment sales increased 1 percent, reflecting 4 percent
higher volume partly offset by 3 percent lower U.S. dollar selling prices.
Volume increases were most significant in the Textiles & Interiors, Performance
Materials and Coatings & Color Technologies segments. The Textiles & Interiors,
Electronic & Communication Technologies and Coatings & Color Technologies
segments had the most significant downward impact on the worldwide price
average. The effect of currency fluctuations on U.S. dollar sales for the year
was less than one percent. Prices in local currencies declined 3 percent.
Segment sales into the U.S. region declined 5 percent, but were flat after
adjusting for a 5 percent negative impact from portfolio changes. A volume
increase of 3 percent offset 3 percent lower selling prices. Higher U.S. volume
principally reflected improvement in the Textiles & Interiors and Performance
Materials segments. Segment sales into the European region decreased 3 percent
reflecting 4 percent lower level selling prices and a 3 percent negative impact
due to portfolio changes, partly offset by 1 percent higher volume and a 3
percent benefit from the weaker dollar. Segment sales into the Asia Pacific
region increased 3 percent reflecting a 9 percent volume increase partly offset
by a 1 percent negative impact due to portfolio changes. Asian region selling
prices in U.S. dollar terms were 5 percent lower.
Consolidated net sales in 2001 were $24.7 billion, $3.5 billion or 13 percent
below 2000, reflecting 9 percent lower volume, 2 percent lower U.S. dollar
selling prices and a 2 percent reduction due to portfolio changes. Segment sales
which include transfers and the company's pro rata share of equity affiliate
sales were $27.7 billion, down $4.0 billion or 13 percent. Of this decrease,
$850 million or 3 percent was attributable to portfolio changes, primarily the
sale of DuPont Pharmaceuticals and disposition of certain polyester businesses.
Excluding these portfolio changes, worldwide segment sales declined 10 percent,
reflecting 8 percent lower volume and 2 percent lower U.S. dollar selling
prices. Volume declines were most significant in the Textiles & Interiors,
Performance Materials, Coatings & Color Technologies and Electronic &
Communication Technologies segments. The Textiles & Interiors, Agriculture &
Nutrition, and Coatings & Color Technologies segments had the most significant
downward impact on the worldwide price average. The effect of currency
fluctuations, resulting in a stronger dollar during the year, reduced worldwide
sales by 2 percent. Local prices declined 1 percent.
Segment sales into the U.S. region decreased 17 percent, including a 4 percent
impact from portfolio changes, 1 percent lower prices, and 12 percent lower
volume. Lower U.S. volume principally reflected declines in the Textiles &
Interiors, Performance Materials and Electronic & Communication Technologies
segments. European region segment sales decreased 6 percent reflecting 2 percent
lower U.S. dollar selling prices, 3 percent lower volume and a reduction of 1
percent due to portfolio changes. The net effect of currency fluctuations during
the year reduced European segment sales by 3 percent. Segment sales into the
Asia Pacific region decreased 8 percent reflecting a 2 percent volume decline
and 6 percent lower U.S. dollar selling prices.
A reconciliation of segment sales to consolidated net sales for 2002, 2001 and
2000 is included in Note 30 to the Consolidated Financial Statements.
14
Part II
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS--CONTINUED
EARNINGS
Net loss for the year 2002 was $1,103 million compared with net income of $4,339
million in 2001 and $2,314 million in 2000. Income before the cumulative effect
of changes in accounting principles was $1,841 million in 2002 compared to
$4,328 million in 2001 and $2,314 million in 2000. In order to facilitate an
understanding and comparison of results of operations over the three-year
period, the following table of special items is presented.
[Enlarge/Download Table]
---------------------------------------------------------------------------------------------------------------------------
Diluted
Pretax After-Tax Earnings
SPECIAL ITEMS Benefit Benefit (Loss)
(DOLLARS IN MILLIONS, EXCEPT PER SHARE) (Charge) (Charge)* Per Share
---------------------------------------------------------------------------------------------------------------------------
2002
Employee separation costs and write-down of assets $(290) $(200) $(0.19)
Pioneer acquisition related costs 40 67 0.07
Litigation costs (130) (81) (0.08)
Gain on asset sales 109 90 0.09
Exchange loss (Argentina mandatory conversion) (63) (63) (0.06)
Product exit costs (47) (29) (0.03)
Loss on early extinguishment of debt (21) (17) (0.02)
Tax items--net -- 65 0.06
--------------------------------------------------------------------------------------------------------------------------
Total $(402) $(168) $(0.16)
--------------------------------------------------------------------------------------------------------------------------
2001
Employee separation costs and write-down of assets $(1,078) $(705) $(0.69)
Pioneer acquisition related costs (133) (83) (0.08)
Litigation costs (56) (35) (0.04)
Gain on sale of equity securities 52 34 0.03
Gain on sale of DuPont Pharmaceuticals 6,136 3,866 3.74
--------------------------------------------------------------------------------------------------------------------------
Total $4,921 $3,077 $2.96
--------------------------------------------------------------------------------------------------------------------------
2000
Employee separation costs and write-down of assets $(101) $(63) $(0.07)
Pioneer acquisition related costs (626) (410) (0.39)
Litigation costs (145) (106) (0.10)
Gain on sale of equity securities 299 190 0.18
Write-down of WebMD investment (342) (215) (0.20)
Gain on asset sale 23 16 0.02
Gain related to joint venture formation 24 24 0.02
--------------------------------------------------------------------------------------------------------------------------
Total $(868) $(564) $(0.54)
===========================================================================================================================
* The segment impact of these special items is included in Note 30 to the
Consolidated Financial Statements.
15
PART II
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS--CONTINUED
Net loss for the year 2002 was $1,103 million compared with net income of $4,339
million in 2001. Net loss for 2002 includes a $2,944 million charge for the
cumulative effect of a change in accounting principle for impairment of
goodwill. Net income for 2001 includes an $11 million benefit from the adoption
of a new accounting standard governing derivative instruments and hedging
activities. Income before cumulative effect of changes in accounting principles
was $1,841 million in 2002 versus $4,328 million in 2001. 2002 income before
cumulative effect of a change in accounting principle includes special items
totaling $168 million in net after-tax charges. 2001 includes a net after-tax
benefit of $3,077 million for special items including a $3,866 million after-tax
gain recorded on the sale of DuPont Pharmaceuticals. Special items for each year
are detailed in the table on page 15.
In addition to the financial impact of differences in the amount of special
items in both years, the year-to-year change in income before the cumulative
effect of changes in accounting principles reflects an increase in income of
approximately $750 million resulting from higher sales volume, reductions in raw
material costs, lower fixed costs, absence of goodwill amortization, reduced
interest expense and lower income taxes. These benefits more than offset lower
selling prices.
Earnings per share on a diluted basis were a loss of $1.11 in 2002 versus
earnings of $4.16 in 2001.
Net income for the year 2001 was $4,339 million compared with $2,314 million in
2000. Net income for 2001 includes an $11 million benefit from the adoption of a
new accounting standard governing derivative instruments and hedging activities.
Income before cumulative effect of changes in accounting principles was $4,328
million in 2001 versus $2,314 million in 2000. 2001 income before cumulative
effect of changes in accounting principles includes a net after-tax benefit of
$3,077 million for special items, and the year 2000 includes a net after-tax
charge of $564 million related to special items. Such special items for each
year are detailed in the table on page 15.
In addition to the financial impact of differences in the amount of special
items in both years, the year-to-year change in income before the cumulative
effect of changes in accounting principles reflects a significant decline in
operating income principally due to lower sales volumes and selling prices
resulting from a severe global economic downturn as well as from secular
weaknesses for nylon and polyester in the apparel and textile industries.
Earnings per share on a diluted basis were $4.16 in 2001 versus $2.19 in 2000.
INCOME TAXES
The determination of the provision for income taxes and the associated assets
and liabilities on the balance sheet requires management to make certain
estimates and assumptions. Management judgment is utilized to determine the
appropriate valuation allowance provided against deferred tax assets.
Furthermore, with tax returns being filed after the close of the financial
year-end, inevitably actual results will differ to some extent from the
estimates on which the financial statements are prepared. In addition,
assessments of uncertainties related to audit resolutions in multiple taxing
jurisdictions are also required.
2002, 2001, and 2000 income tax expense and effective income tax rates (EITR)
were as follows:
--------------------------------------------------------------------------------
(DOLLARS IN MILLIONS) 2002 2001 2000
--------------------------------------------------------------------------------
Income tax expense $185 $2,467 $1,072
Effective income tax rate 8.7% 36.0% 31.1%
================================================================================
The 2002 EITR of 8.7 percent is significantly lower than the 2001 EITR of 36
percent. There are four key factors driving the reduction in the rate: 1) a
greater portion of foreign earnings being generated in jurisdictions with lower
tax rates, 2) an increased utilization of foreign tax credits, 3) tax benefits
associated with losses on foreign exchange contracts, and 4) the tax impact of
the special items discussed on page 15. About 30 percent of the decrease in the
EITR relates to the first two items discussed above, another 30 percent relates
to the tax benefit on foreign exchange contracts and the balance relates to the
tax impact of special items. The primary special items which contributed to the
lower EITR are the sale of DuPont Pharmaceuticals, employee separation costs and
write-down of assets and agreement on certain prior year audit issues.
The 2001 EITR of 36 percent is higher than the 2000 EITR of 31.1 percent. This
increase is primarily due to the tax impact of the sale of DuPont
Pharmaceuticals.
16
PART II
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS--CONTINUED
RESEARCH AND DEVELOPMENT
The company has broad and deep science and technology capabilities and its
objective is to connect these capabilities to existing and new markets. The
company's goal is to achieve one-third of total company revenues from new
products introduced within the last five years by 2005.
Research and development expense was $1,264 million, $1,588 million and $1,776
million in 2002, 2001, and 2000, respectively. The decline in research and
development expense over the three-year period is primarily attributable to the
company's divestiture of DuPont Pharmaceuticals, its research intensive
pharmaceuticals subsidiary, on October 1, 2001. Excluding pharmaceuticals,
research and development expense in 2002 increased 8 percent over 2001.
2002 research and development expense represents approximately 5 percent of
sales. The company continues to support a strong commitment to research and
development as a source of sustainable growth and expects research and
development funding to remain at about the same level in 2003. Because of its
broad array of products and customers, the company's future financial
performance is not materially dependent on the success or failure of any single
research or development project.
RESTRUCTURING ACTIVITIES
Restructuring programs instituted in 2002 and 2001 further aligned resources
consistent with the specific missions of the segments, thereby improving
competitiveness, accelerating progress toward sustainable growth and addressing
weakening economic conditions. These programs are discussed below. Additional
details are contained in Note 5 to the Consolidated Financial Statements.
2002-COATINGS & COLOR TECHNOLOGIES
A restructuring program was instituted within Coatings & Color Technologies in
the fourth quarter of 2002. Under the program, costs to terminate approximately
775 employees involved in technical, manufacturing, marketing and administrative
activities reduced 2002 net income $69 million before taxes. About 175 employees
have been terminated as of December 31, 2002, and the remaining employees will
cease working by December 31, 2003. In addition, the company will shut down
operating facilities during 2003 due to transferring production to more cost
effective facilities.
In the aggregate, payments from operating cash flows to terminated employees and
to third parties, principally for dismantlement and removal activities, are
expected to total about $80 million. About 70 percent of these cash outlays are
expected to be made in 2003 and most of the remaining payments will be made in
2004. As a result of these activities, the company expects annual pretax cost
savings of about $55 million per year when completed with about 60 percent being
realized in 2003 and essentially all the remaining savings expected to be
realized in 2004. The savings in 2003 will be essentially offset by accelerated
depreciation and dismantlement charges on the facilities that will be shut down.
About 70 percent of these savings will result in reduced Cost of Goods Sold and
Other Operating Charges, with the remaining 30 percent expected to be divided
about evenly between Selling, General and Administrative Expenses and Research
and Development Expense.
2002-TEXTILES & INTERIORS
A restructuring program was instituted within Textiles & Interiors in the second
quarter of 2002. Under the program, the cost to terminate approximately 2,000
employees involved in technical, manufacturing, marketing and administrative
activities and to shut down operating facilities, principally due to
transferring production to more cost effective facilities, reduced 2002 net
income $208 million before taxes. About 1,425 employees have been terminated as
of December 31, 2002, and the additional employee terminations will be completed
before July 2003.
In the aggregate, payments from operating cash flows to terminated employees and
to third parties for dismantlement and removal activities are expected to total
about $165 million. About 30 percent of the cash outlays were made in 2002, and
50 and 10 percent are expected to be paid in 2003 and 2004, respectively, with
the remainder expected to be paid starting in 2005. The company expects annual
pretax cost savings of about $120 million per year from this restructuring
program when completed. About 20 percent of these savings were realized in 2002
and essentially all the remaining savings are expected to be realized in 2003.
About 80 percent of these savings will result in reduced Cost of Goods Sold and
Other Operating Charges, with the remaining 20 percent expected to be divided
evenly between Selling, General and Administrative Expenses and Research and
Development Expense.
17
PART II
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS--CONTINUED
2001-RESTRUCTURING PROGRAMS
Restructuring programs instituted in 2001 impacted essentially all segments.
Under the programs, the company terminated approximately 5,500 employees
involved in technical, manufacturing, marketing and administrative activities,
reduced the contractor workforce by about 1,300 and shut down operating
facilities principally due to transferring production to more cost competitive
facilities.
In the aggregate, payments from operating cash flows to terminated employees and
to third parties for dismantlement and removal activities, and for contract
cancellations are expected to total about $380 million. About $150 million of
these cash outlays were made in 2001, about $182 million were made in 2002, and
most of the remaining payments will be made in 2003. The 2002 benefit to
earnings was approximately $400 million before taxes with about 60 percent of
these savings resulting in reduced Cost of Goods Sold and Other Operating
Charges, about 30 percent resulting in reduced Selling, General and
Administrative Expenses and the balance resulting in reduced Research and
Development Expense. Facility shutdown and contract cancellations resulting in
lower depreciation and lease expense contributed about $35 million of the total
cost savings.
ACCOUNTING STANDARDS ISSUED NOT YET ADOPTED
In 2001, the Financial Accounting Standards Board (FASB) issued Statement of
Financial Accounting Standards (SFAS) No. 143, "Accounting for Asset Retirement
Obligations." SFAS No. 143 is effective for financial statements issued for
fiscal years beginning after June 15, 2002. The company will adopt SFAS No. 143
on January 1, 2003. The provisions of SFAS No. 143 require companies to record
an asset and related liability for the costs associated with the retirement of a
long-lived tangible asset if a legal liability to retire the asset exists. Based
on the company's evaluation to date, the adoption of SFAS No. 143 is expected to
result in a charge of approximately $.03 per share that will be reported as the
cumulative effect of a change in accounting principle.
In 2002, the FASB issued Interpretation (FIN) No. 45, "Guarantor's Accounting
and Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others." The initial recognition and measurement provisions of
FIN No. 45 apply on a prospective basis to guarantees issued or modified after
December 31, 2002. As required, the company has adopted the disclosure
requirements of the interpretation as of December 31, 2002 (See Note 23). The
company will apply the initial recognition and measurement provisions on a
prospective basis effective January 1, 2003. The Interpretation modifies
existing disclosure requirements for most guarantees and requires that at the
time a company issues a guarantee, the company must recognize an initial
liability for the fair value of the obligation it assumes under that guarantee.
The company is in the process of evaluating the recognition and measurement
provisions of the Interpretation and absent any unforeseen events, management
does not expect that the adoption of these provisions will have a significant
impact on the company's financial condition, liquidity or results of operations.
In 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation-Transition and Disclosure, an amendment of SFAS No. 123." The
company plans to begin expensing stock options granted to employees after
January 1, 2003, using the prospective method as set forth in the guidelines of
this statement as amended. Under historical grant levels and current valuation
assumptions, the resulting increase in noncash expense is expected to reduce the
company's earnings per share by approximately $.02 in 2003. This impact is
expected to grow to about $.06 per share by 2005 and then stabilize, as most
stock options vest over a three-year period.
In January 2003, the FASB issued FIN No. 46, "Consolidation of Certain Variable
Interest Entities" (VIEs), which is an interpretation of Accounting Research
Bulletin (ARB) No. 51, "Consolidated Financial Statements." FIN No. 46 addresses
the application of ARB No. 51 to VIEs, and generally would require that assets,
liabilities, and results of the activity of a VIE be consolidated into the
financial statements of the enterprise that is considered the primary
beneficiary. The company currently has relationships with three VIEs within the
financing structures of its synthetic lease programs. (See Off-Balance Sheet
Arrangements beginning on page 35). These entities serve as the owner/lessors
and debt holders of the assets in the programs. The assets and liabilities of
these entities are not consolidated within the company's Consolidated Financial
Statements. As of December 31, 2002, the fair values of the assets under these
programs were approximately $330 million and the fair values of the associated
liabilities and noncontrolling interests were approximately $331 million.
Residual value guarantees
18
PART II
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS--CONTINUED
under these programs were $277 million at December 31, 2002. The company is in
the process of reviewing the provisions of FIN No. 46. In response to this
Interpretation, the company has identified several options, including: (1)
consolidating the VIEs into the company's Consolidated Financial Statements, (2)
purchasing selected assets from the VIEs, or (3) finding alternative financing
sources. None of these options are expected to have a material impact on the
company's consolidated financial position, liquidity, or results of operations.
CRITICAL ACCOUNTING ESTIMATES
A summary of the company's significant accounting policies is included in Note 1
to the Consolidated Financial Statements. Management believes that the
application of these policies on a consistent basis enables the company to
provide the users of the financial statements with useful and reliable
information about the company's operating results and financial condition.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, disclosure of contingent
assets and liabilities and the reported amounts of revenue and expenses.
Judgments and assessments of uncertainties are required in applying the
company's accounting policies in many areas. For example, key assumptions are
particularly important when determining the company's projected liabilities for
pension and other postretirement employee benefits. Information with respect to
pension and other postretirement employee expenses and liabilities, together
with the impact of changes in key assumptions is discussed under Long-Term
Employee Benefits beginning on page 38.
Other areas in which significant uncertainties exist include, but are not
limited to, projected costs to be incurred in connection with environmental and
tax matters and the resolution of litigation. A discussion of environmental
matters, including information as to the uncertainties involved in developing
reasonable estimates of future site remediation costs is included under
Environmental Matters beginning on page 39. Information on some of the key
estimates and assumptions on which the company's annual provision for income
taxes is based may be found under Income Taxes on page 16. There is also
significant uncertainty with respect to estimating legal liabilities. Factors
which are considered include the nature of the specific claim, the company's
experience with similar types of claims, the jurisdiction in which the matter is
filed and the current status of the matter.
Actual results will inevitably differ to some extent from the estimates on which
the company's Consolidated Financial Statements are prepared at any given point
in time. Despite these inherent limitations, management believes that the
company's Management's Discussion and Analysis and audited Consolidated
Financial Statements provide a meaningful and fair perspective on the company.
CORPORATE OUTLOOK
The company expects 2003 earnings per share to reflect increased sales volumes,
barring the occurrence of significant world events or economic disruption. In
addition, the company expects to benefit from continued efforts to control
costs.
Sales volumes in 2003 will reflect, in part, the worldwide GDP growth, which the
company expects to be about 2 percent for 2003. Sales for the company's products
most closely track the worldwide manufacturing sector, which has been lagging
the overall recovery of the economy from the last recession. In the United
States, housing and motor vehicle production are both important markets to the
company; in 2003, housing sales are expected to continue at their record levels
of 2002 and motor vehicle production is expected to be slightly below its record
levels of 2002. The U.S. production agriculture economic environment, which is
also important to the company, is expected to be slightly more favorable in
2003. However, given the U.S. manufacturing sector's very low capacity
utilization, the company's ability to raise prices in the face of higher energy
and raw material costs may be limited.
In addition to the macroeconomic environment, there are several important
factors that influence the company's outlook for the year 2003:
1) The combined impact of pension and other postretirement expenses is
expected to negatively impact 2003 earnings per share by $0.34 to
$0.39, versus prior year.
2) The company expects its effective income tax rate in 2003 to be more
in line with historical rates, significantly higher than the 2002 rate
of 8.7 percent.
19
PART II
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS-CONTINUED
3) Two newly adopted accounting standards will adversely impact 2003
earnings per share by about $0.05 - SFAS No. 143 for asset retirement
obligations and SFAS No. 123, as amended, for stock options.
Prospects for longer term growth will continue to be influenced by the following
factors: 1) growth in global economies, particularly those in North America,
Europe and Asia Pacific regions; 2) improving market conditions including demand
from the U.S. manufacturing sector and production agriculture; 3) successful
commercialization of new products arising from research and development; 4)
stronger worldwide demand and strong pricing for commodity chemicals and polymer
products; 5) recovery of the depressed electronics and high-technology markets;
and 6) the successful separation of the Textiles & Interiors segment.
SEGMENT REVIEWS
SEGMENT SALES DISCUSSED BELOW INCLUDE TRANSFERS AND PRO RATA EQUITY AFFILIATE
SALES. SEGMENT AFTER-TAX OPERATING INCOME (ATOI) DOES NOT INCLUDE CORPORATE
EXPENSES, INTEREST, EXCHANGE GAINS (LOSSES) AND CORPORATE MINORITY INTERESTS.
IN 2002 THE COMPANY ANNOUNCED THE REALIGNMENT OF ITS BUSINESSES INTO FIVE
MARKET- AND TECHNOLOGY-FOCUSED GROWTH PLATFORMS AND THE CREATION OF A DUPONT
TEXTILES & INTERIORS SUBSIDIARY. THE DISCLOSURES CONTAINED IN THIS REPORT
REFLECT THIS NEW ORGANIZATIONAL STRUCTURE. PRIOR YEARS' DATA HAVE BEEN
RECLASSIFIED TO REFLECT THE 2002 ORGANIZATIONAL STRUCTURE.
--------------------------------------------------------------------------------
AGRICULTURE & NUTRITION
--------------------------------------------------------------------------------
Agriculture & Nutrition's mission is to leverage biotechnology and food value
chain knowledge to increase the quality, quantity and safety of the global food
supply. The segment comprises a broad portfolio of products, services and strong
global brands such as Pioneer(R) brand seed products and DuPont(TM) Solae(TM)
soy protein. It also has well-established brands of insecticides, fungicides and
high-value, low-use-rate herbicides. Research and development efforts focus on
increasing grower productivity, improving safe handling and environmental impact
of pest control products, and using technology to enhance the value of grains
used in feed and food.
During 2002, the commercial seed industry for major crops remained fairly stable
in terms of area planted. Value growth continues to be achieved by improving
crop yields and by incorporating genetic traits that confer insect protection
and herbicide tolerance. In 2002, the crop protection industry continued a
gradual decline from its peak in 1996. This decline has been driven by low
commodity prices, generic competition and a technology shift to genetic insect
control and herbicide tolerance traits. The markets for soy protein and
microbial testing continued to grow significantly as consumers increase their
demand for safe and healthy food.
Agriculture & Nutrition participates in the production agriculture market
through its subsidiary, Pioneer, the world's largest commercial seed producer,
and its crop protection product offerings. The segment also provides soy-based
food ingredients, diagnostic testing equipment and services, and liquid food
packaging systems through its subsidiaries, DuPont Protein Technologies (DPT),
Qualicon, and Liqui-Box, respectively.
Pioneer's principal products are hybrid seed corn, soybean seed, and other crop
seed lines sold to customers in key markets throughout the world. Pioneer is
also focused on developing products used to produce grain for human food and
industrial uses, as well as developing grain identity preservation systems with
entities throughout the crop value chain. Pioneer sales increased over 5 percent
during 2002. In the North American market, Pioneer(R) brand soybean varieties
gained market share, while corn seed market share declined slightly.
Internationally, strong product performance and higher sales of corn with insect
protection traits led to corn market share gains in Latin America. Corn market
share grew slightly in Europe. During 2002, Pioneer(R) brand corn hybrids
outperformed competitive hybrids in North America by an average yield of 6.8
bushels per acre based on 184,000 side-by-side comparisons. Farmers growing
Pioneer(R) brand corn hybrids won 23 of 27 categories in the 2002 National Corn
Growers Association Corn Yield Contest, including a six-time winner who produced
a record breaking 442 bushels per acre.
Agriculture & Nutrition serves the global production agriculture industry with
crop protection products for the grain and specialty crop sectors as well as
forestry and vegetation management. The crop protection product offerings
include herbicide, fungicide, and insecticide products and services. During
2002, sales of crop protection products declined 1 percent in an industry that
declined over 2 percent. Agriculture & Nutrition continues to increase its focus
on crop protection products serving
20
PART II
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS--CONTINUED
specialty markets such as fruits, vegetables, and selected plantation crops by
offering growers, shippers, and processors broad solutions to improve their
businesses.
DPT is a world leader in the research, manufacturing and marketing of isolated
soy protein and soy fiber ingredients. Qualicon provides diagnostic products to
help food and health care industry customers control the microbial environment
in their manufacturing processes and facilities. Qualicon products include
BAX(R), an automated instrument that uses a genetics-based system that provides
accurate and rapid detection of harmful microorganisms, and the RiboPrinter(R)
microbial characterization system, the world's only automated instrument for
fingerprinting the DNA of bacteria. During 2002, DPT and Qualicon sales
experienced double-digit growth.
On May 31, 2002, the company completed the acquisition of Liqui-Box Corporation
for $272 million. The acquired business generates annual sales of approximately
$150 million with operations in North America, Europe and Asia. This business
was combined with DuPont Canada's Enhanced Packaging Systems business and
operates as Liqui-Box. The new entity offers complete turnkey systems for the
aseptic and refrigerated liquid packaging of beverages, dairy products and
pumpable foods in retail and institutional applications globally.
2002 DEVELOPMENTS
Key growth initiatives in Agriculture & Nutrition included:
o Solae(TM) brand soy protein continued to increase its presence in consumer
markets. A number of major global food companies have introduced, or are
planning to introduce, food and beverage products containing Solae(TM). 8th
Continent(TM) soymilk, which is a product of a joint venture between DuPont
and General Mills, achieved the No. 2 position for soymilk in its first
full year of sales.
o Pioneer received key Japanese regulatory approvals for the Herculex(R)(1) I
insect protection trait, which was developed in a research collaboration
between Pioneer and Dow AgroSciences. Combined with previous U.S.
approvals, Pioneer plans to offer new corn hybrids in North America with
the Herculex(R) I trait at introductory levels in 2003. The trait will give
corn growers protection against more pests than other in-plant insect
protection products.
o The segment's newest insecticides, DuPont(TM) Steward(R) and DuPont(TM)
Avaunt(TM), grew at double-digit rates, principally in Asia-Pacific and
North America. DuPont(TM) Steadfast(TM) herbicide also experienced
substantial revenue growth, aided by a unique bulk delivery system.
o Steps were taken to increase the segment's presence in China by (1) signing
an agreement between DPT and Luohe Shineway Industry Group Company, Ltd. to
establish a joint venture to produce high quality soy protein to meet the
growing demand for healthy food in China, and (2) forming a joint venture
between Pioneer and Denghai Seed Group, one of China's largest seed
companies, to develop and distribute high-yielding corn hybrids for the
summer corn market, which represents about one third of the total corn
market in China.
o A corn herbicide marketing and supply agreement was executed with Syngenta
to provide customers with expanded choices and greater value. Syngenta will
promote DuPont(TM) Accent(R) and DuPont(TM) Steadfast(TM) herbicides, while
DuPont will promote Syngenta's Calisto(TM)(2) herbicide.
o The U.S. Department of Agriculture's Food Safety and Inspection Service
announced adoption of the BAX(R) instrument to screen meat and poultry
samples for Listeria monocytogenes. The system is emerging as a critical
tool to address global health problems related to food borne disease,
antibiotic resistance and pharmaceutical quality assurance.
Other significant developments included:
o A broad-reaching business agreement was finalized between DuPont, Pioneer
and Monsanto Company, which provides Pioneer access to several key traits.
As part of the agreement, Pioneer obtained royalty-bearing access to
Monsanto's newest Roundup Ready(R)(3) corn technology, continued access to
Roundup Ready(R) soybean and canola technology, and freedom to operate for
second generation European corn borer and corn rootworm traits through a
royalty-bearing license. As part of the agreement, the com-
----------
(1) Herculex(R)is a registered trademark of Dow AgroSciences LLC
(2) Calisto(TM)is a trademark of Syngenta
(3) Roundup Ready(R)is a registered trademark used under license from the
Monsanto Company
21
PART II
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS--CONTINUED
panies have resolved all issues related to certain previously contested
germplasm. Pioneer plans to offer new corn hybrids in North America with
the Roundup Ready(R) gene at introductory levels in 2003.
o An impairment charge of $2,866 million was recorded as a cumulative effect
of a change in accounting principle to write off goodwill associated with
the company's acquisition of Pioneer. The primary factors that resulted in
the impairment were the difficult economic environment in the agriculture
sector, slower than expected development of and access to biotechnology
traits, and a slower than expected rate of acceptance by the public,
especially in Europe, of new agricultural products based on biotechnology.
The effect of these factors is reflected in reported results and
deterioration from these levels is not expected.
In January 2003, DuPont and Bunge Limited announced that they intend to form an
alliance to significantly grow their agriculture and nutrition businesses. The
alliance will include (1) a majority-owned venture, Solae(TM) LLC, for the
global production and distribution of specialty food ingredients, beginning with
soy proteins and lecithins; (2) a biotechnology agreement to jointly develop and
commercialize soybeans with improved quality traits; and (3) an alliance to
develop a broader offering of services and products to farmers. DuPont will
contribute its DPT food ingredients business for a majority interest in
Solae(TM) LLC. Initially, global revenues of the venture are expected to exceed
$800 million annually. Solae(TM) LLC, will participate in the rapidly growing
market for healthy and better tasting food proteins. It will combine
complementary capabilities and assets and will provide a broad offering of soy
ingredient products to better fit customer needs, including textured vegetable
proteins, soy concentrates and isolates, and specialty lecithins.
2002 VERSUS 2001 Sales of $4.5 billion were 5 percent higher reflecting 3
percent higher volume and a 2 percent increase due to the acquisition of
Liqui-box. ATOI was $443 million excluding a charge of $2,866 million
attributable to the cumulative effect of a change in accounting principle as
discussed above. 2002 also includes a benefit of $67 million related to
revisions in post-employment costs for Pioneer, a $25 million charge to reflect
an expected loss on the pending sale of a manufacturing site in Europe, and a
$29 million charge to write off inventories of discontinued herbicide products.
2002 ATOI also reflects the benefit of higher Pioneer, DPT and Qualicon sales
and lower overall segment costs, the latter principally a $108 million benefit
(versus prior year) from the absence of amortization of goodwill and
indefinite-lived intangible assets as required by new accounting standards. 2001
ATOI of $21 million included net charges of $225 million for employee separation
costs, a write-down of assets, legal settlements, and purchase accounting
adjustments related to the sale of Pioneer inventory.
2001 VERSUS 2000 Sales of $4.3 billion were 4 percent lower, reflecting 3
percent lower prices and 1 percent lower volume. ATOI was $21 million compared
with a loss of $179 million. ATOI in 2001 improved in the seed, food ingredients
and safety businesses but was more than offset by lower earnings in the crop
protection business due to lower sales and margins. 2001 included net charges of
$225 million for employee separation costs, a write-down of assets, legal
settlements, and purchase accounting adjustments related to the sale of Pioneer
inventory. ATOI in 2000 was reduced by a charge to write down investment in
WebMD to fair market value and purchase accounting charges, principally related
to sale of Pioneer inventory.
OUTLOOK The production agriculture economic environment is expected to be
slightly more favorable in 2003 due to improved commodity grain prices and the
new five-year U.S. Farm Bill. Longer term, the new farm bill provides slightly
more support for grains (corn) and less for oilseeds (soybeans) and is not
expected to have any significant impact on farmer income or cash flow, as
production in the United States should continue at relatively stable, high
levels.
Pioneer is well positioned for 2003 in global markets with industry leading
product performance and ample supplies of quality products. In the key U.S.
market, corn acres are expected to be up slightly in 2003 over the prior year,
improving Pioneer's prospects for increased sales of its most profitable
products. In the North American market, Pioneer expects to introduce
approximately 43 new corn hybrids and 23 new soybean varieties.
Agriculture & Nutrition expects to reduce costs and improve productivity of crop
protection products while facing significant competitive challenges and change
during 2003, due to continuing industry consolidation and the influence of
insect protected and herbicide tolerant crops.
22
PART II
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS--CONTINUED
DPT anticipates strong growth as major food companies continue to develop new
mainstream products utilizing Solae(TM) soy proteins, as 8th Continent(TM)
soymilk is launched in additional markets, and after the venture with Bunge
begins to generate new opportunities. Qualicon also plans to aggressively grow
its food safety business in 2003 with expanded testing capability and global
utilization of BAX(R) instruments.
Liqui-Box plans to grow its liquid packaging systems business through geographic
expansion and by expanding its technology platforms.
--------------------------------------------------------------------------------
COATINGS & COLOR TECHNOLOGIES
--------------------------------------------------------------------------------
The mission of Coatings & Color Technologies is to develop and market coatings,
ingredients, systems and technologies that address industrial and consumer
needs. The segment is the world's leading automotive coatings supplier and the
world's largest manufacturer of titanium dioxide white pigments which serve
customers in the coatings, plastic and paper industries.
Products offered include high performance liquid and powder coatings for
automotive original equipment manufacturers (OEM), the automotive aftermarket
(known as Refinish), and general industrial applications, which include coatings
for plastics, bridges, windmills, pipes, appliances, outdoor furniture, and
bicycles. The company markets its Refinish products using the DuPont(TM)
Standox(R), DuPont(TM) Spies Hecker(R), DuPont(TM) and DuPont(TM) Nason(R) brand
names. Standox(R) and Spies Hecker(R) are focused on the high end Refinish
markets, while Nason(R) is primarily focused on economy coating applications.
Coatings & Color Technologies also offers specialty products for digital
printing, including the DuPont(TM) Artistri(TM) Ink line for textiles, and
products for adhesive bonding and electrical insulation. In addition, various
grades of DuPont(TM) Ti-Pure(R) titanium dioxide (TiO2) in both slurry and
powder form serve the coatings, plastic and paper industries.
North American light vehicle builds were up 6 percent in 2002 versus 2001, while
2002 European builds were down about 5 percent. Refinish markets rebounded in
2002 versus 2001 and the company gained share in North America and Europe.
Industrial and powder coatings demand remained depressed in 2002 with particular
softness in Europe.
Industry demand for titanium dioxide pigment grew about 7 percent in 2002.
Growth was particularly high, in excess of 10 percent, in both Asia Pacific and
Europe, while other regions grew at a more modest rate of 2-3 percent. Industry
pricing reached cyclical lows early in 2002 but improved through the remainder
of the year.
2002 DEVELOPMENTS
Key growth initiatives in Coatings & Color Technologies included:
o DuPont(TM) Automotive Systems SupraShield(TM) brand, a new premium
automotive clearcoat finish that resists scratches without sacrificing
other important appearance attributes, was introduced. This product is
based on a polymer engineering breakthrough which has resulted in a class
of "SuperSolids" coatings that reduce solvents and increase the solids
content of coatings. This ultra-low emissions coatings technology was
introduced at the Daimler Chrysler assembly plant in Newark, Delaware.
o The segment increased to 50 percent its share of the refinish coatings
requirements at AutoNation, Inc., America's largest retailer of both new
and used vehicles.
o The company was awarded a contract to supply one-third of the interior
coatings demand for the West-East Natural Gas Pipeline project in China.
This is the largest pipeline in China.
o Coatings & Color Technologies announced a partnership with Ichinose Toshin
Kogyo Co., LTD, combining the Artistri(TM) technology for textile printing
with the ICHINOSE 2020 printer. This system will provide new opportunities
and enhance operations of companies in the printed apparel industry
reducing the design-to-production cycle time.
o New TiO2 products were introduced to both the laminate paper and
engineering plastics industries, which together represent approximately
$100 million of new market opportunity.
In the fourth quarter of 2002, Coatings & Color Technologies announced a
rationalization program to enhance its position as a leader in the highly
competitive global coatings industry and to align its businesses with
accelerating structural changes in the industry. This program will result in
workforce reductions of
23
PART II
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS--CONTINUED
about 775 employees principally in Europe and the United States. In addition
Coatings & Color Technologies will shut down operating facilities during 2003
due to transferring production to more cost effective facilities.
2002 VERSUS 2001 Sales of $5.0 billion were 2 percent higher driven by increased
sales of automotive finishes. Volumes improved 5 percent while selling prices
declined 3 percent. ATOI was $483 million compared with $452 million. 2002
includes a $42 million net charge for employee separation costs. 2001 includes a
similar net charge totaling $46 million. The segment ATOI improvement reflects
higher earnings in coatings partly offset by lower earnings in TiO2 products,
the latter resulting principally from lower prices.
2001 VERSUS 2000 Sales of $4.9 billion were 10 percent lower resulting from a 7
percent volume decline and 3 percent lower prices. ATOI was $452 million versus
$724 million. Lower ATOI principally resulted from lower titanium dioxide prices
and volumes and lower coatings volumes.
OUTLOOK The global coatings businesses will operate in a challenging environment
in 2003 as competitive conditions are expected to remain intense. All areas of
the value chain--suppliers, distributors, and customers--are expected to
continue to experience consolidation. Most manufacturers are continuing to focus
on environmentally friendly products that provide systems solutions. North
American OEM inventory levels are above normal and it is expected that 2003
North American builds will be about 2 percent below 2002 levels. European
automotive builds are expected to increase 1 percent in 2003 versus 2002.
The segment expects improved coatings revenues and earnings in 2003 based on
growth in Asia, new non-automotive applications, and continued growth in OEM and
refinished coatings. In 2003 earnings from titanium dioxide offerings are also
expected to improve based on continued strengthening of global economies and
improved pricing. Continued revenue growth is expected based on moderate, but
continued growth, in demand and improved industry capacity utilization and
pricing. With moderate economic growth, the upward price momentum that began in
mid-2002 should continue through 2003. In addition, new product offerings are
expected to drive revenue growth at a somewhat higher rate than the industry.
--------------------------------------------------------------------------------
ELECTRONIC & COMMUNICATION TECHNOLOGIES
--------------------------------------------------------------------------------
Electronic & Communication Technologies focuses on the high growth global
electronics and communication industries. The mission of the segment is to
establish the company as the recognized market leader for electronic materials
and components and the key technology innovation partner for all major
electronics and communication companies. To achieve this mission, the segment
will leverage a strong materials and technology base to provide innovative
solutions that advance the speed and reduce the size and cost of electronic and
communication devices and systems.
Electronic & Communication Technologies provides a wide range of advanced
materials for the electronics industry; flexible printing and color proofing
systems for the packaging and commercial printing industries; and a wide range
of fluoropolymer and fluorochemical products for electronics, communications,
and industrial markets. The segment is also pursuing development activities in
the flat panel display and fuel cell markets.
The primary markets served by Electronic & Communication Technologies began a
weak recovery during the first half of 2002, followed by essentially no growth
during the second half of the year.
Major product lines for the global electronics industry include: DuPont(TM)
Kapton(R) polyimide film, DuPont(TM) Pyralux(R) flexible laminates, DuPont(TM)
Riston(R) dry film photoresists, DuPont(TM) Green Tape(TM) low temperature
co-fired ceramics, DuPont(TM) Fodel(R) photoimageable composites and DuPont(TM)
Mazin(R) colloidal silica-based slurries. Market segments served include
integrated circuit fabrication materials, integrated circuit packaging
solutions, and printed wire board fabrication materials. The segment meets the
rapidly changing market needs for smaller, more portable and powerful electronic
devices by building on its strength as a leading supplier of organic, flexible
and ceramic circuit materials.
Electronic & Communication Technologies, the leader in flexography printing and
color proofing, markets to the packaging and commercial printing industries. Its
offerings include DuPont(TM) Cyrel(R) and Cyrel(R) FAST(TM) flexographic
printing plates as well as color proofing systems, including DuPont(TM)
WaterProof(R), DuPont(TM) Cromalin(R), and DuPont(TM) Dylux(R).
In addition, Electronic & Communication Technologies is the largest global
manufacturer of industrial and specialty fluoro-
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS--CONTINUED
chemicals and fluoropolymers. These products are sold to the refrigeration,
insulation, aerosol packaging, telecommunications, aerospace, automotive,
electronics, chemical processing, and housewares industries. The company's
offerings includes DuPont(TM) Suva(R) refrigerants, DuPont(TM) Formacel(R) foam
expansion agents, DuPont(TM) Dymel(R) propellants, DuPont(TM) Vertrel(R)
solvents, DuPont(TM) Zyron(R) electronic gases, DuPont(TM) FE(TM) fire
extinguishants, DuPont(TM) Teflon(R) and DuPont(TM) Tefzel(R) fluoropolymer
resins, DuPont(TM) Autograph(R) and Teflon(R) non-stick finishes, and DuPont(TM)
Teflon(R) and DuPont(TM) Tedlar(R) fluoropolymer films.
One of the segment's important developmental activities is focused on the global
flat panel display market. Based on its core competencies in polymer science and
optical components, the business is building capabilities to meet the
performance and cost demands of target markets. It is investing in technology
and strategic alliances to build a broad base of intellectual property and
manufacturing expertise.
The segment is also building on the market leading position of DuPont(TM)
Nafion(R) membrane to target growth opportunities in proton exchange membrane
(PEM) fuel cells. Applications targeted for this technology include personal
transportation and portable power devices.
2002 DEVELOPMENTS
Key growth initiatives in Electronic & Communication Technologies included:
o ChemFirst, Inc. was acquired in November 2002, and brought two integrated
circuit fabrication materials businesses, EKC Technology and ChemFirst
Electronic Materials. These new businesses complement the company's role as
a leading global supplier of ceramic and organic packaging and circuit
materials to the electronics industry. EKC Technology is a leading maker of
advanced semiconductor photoresist removers and has significant technology
in chemical mechanical planarization materials. ChemFirst Electronic
Materials (renamed DuPont Electronic Polymers) manufactures polymers for
248 nanometer photoresists. The addition of these businesses makes the
company a leading supplier of integrated circuit fabrication materials.
o The segment strengthened its position in integrated circuit packaging by
purchasing a minority interest in Merrimac Industries. Merrimac is an
industry leader with expertise in design, simulation, prototyping and
manufacture of multi-layer, high-frequency electronic modules.
o The first element of the segment's embedded passives technology line,
DuPont(TM) Interra(R) HK4 planar embedded capacitor laminate, for use as
low-inductance, low-electromagnetic interference, power and ground planes
for high-frequency applications, was introduced. Embedded passive
technologies allow circuit board fabricators to bury passive components,
such as resistors and capacitors, within the layers of a printed circuit
board.
o Cyrel(R) FAST(TM) installations increased to over 100 in 2002. Cyrel(R) is
the only solvent-free thermal platemaking technology available on the
market. Digital Cyrel(R) products were also introduced to improve image
quality that successfully competes with offset and gravure printing
processes.
o Remote proofing technology enabling color consistency across printing
locations was launched. Thermal 4-color Halftone technology, introduced in
2001, grew to over 100 sites. Thermal proofing is one of the fastest
growing technologies in the market, and the company is one of three
companies offering this technology.
o The company signed a joint development agreement with Creo to advance the
development process for thermal color filters, a lower cost alternative to
photolithography in the production of color filters for liquid crystal
displays (LCD).
o Development of Organic Light Emitting Diode (OLED) displays was advanced by
launching a commercial production line for OLED manufacture with
RiTdisplays of Taiwan; reaching agreement with Sarnoff Corporation on the
development of new organic-thin film transistors on plastic substrates; and
entering into a joint development and cross-license agreement with
Universal Display Corporation for next generation materials.
o The segment developed and sold its first membrane electrode assemblies into
automotive, scooter, portable, and micro power prototype fuel cell
applications. An alliance with Asia Pacific Fuel Cell Technologies was also
estab-
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS--CONTINUED
lished to drive fuel cell scooter commercialization in Taiwan.
o The company signed a letter of intent with China Nuclear Honghua Specialty
Gases Company to form a joint venture for the manufacture and sale of
nitrogen trifluoride (NF3). NF3 is a specialty gas used in the manufacture
of semiconductors and flat panel displays.
2002 VERSUS 2001 Sales of $2.5 billion were 6 percent lower reflecting 8 percent
lower prices and 2 percent higher volume. Demand for many of the key products in
this segment, particularly in the electronics and telecommunications markets,
remained very weak. ATOI was $217 million compared with $291 million. Earnings
declined in all business units reflecting lower sales.
2001 VERSUS 2000 Sales of $2.7 billion were down 20 percent reflecting 13
percent lower volume, 3 percent lower prices, and 4 percent due to reduced
ownership in DuPont Photomasks. ATOI was $291 million compared with $659
million, the latter benefiting from the sale of ownership interest in DuPont
Photomasks. ATOI in 2001 was principally lower due to protracted weak worldwide
demand in electronics and related high-technology markets which severely
depressed selling prices and volumes.
OUTLOOK The outlook for Electronic & Communication Technologies is for weak
growth at the beginning of 2003, which is expected to improve during the year as
the electronics and communication markets recover. The acquired ChemFirst
businesses are expected to add about $100 million in sales to the segment in
2003. While many of the growth initiatives currently underway are expected to
have a modest impact on segment results in 2003, the company expects significant
revenue and earnings growth from these initiatives to occur over the next
several years.
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PERFORMANCE MATERIALS
--------------------------------------------------------------------------------
Performance Materials' mission is to provide customers with more productive,
higher performance polymer materials, systems and solutions to improve the
uniqueness, functionality and profitability of their product offerings. Applied
materials science is the segment's core competency as it focuses on designing
new applications and processing materials into innovative parts and systems.
Performance Materials benefits from a broad materials product portfolio,
world-class development expertise, and strong global market positions.
Key markets served by the segment include, most importantly, the automotive
original equipment manufacturing and associated after-market industries, as well
as packaging, electrical/ electronics and construction. During 2002, the
majority of these markets were recovering from the economic slowdown that
occurred in 2001. Volumes increased from depressed levels in the prior year due
to an increase in underlying demand and replenishment of inventories by
customers. Prices continue to be under pressure as customers continue to seek
high quality products and services at competitive prices.
Performance Materials creates growth opportunities with its global engineering
polymer customers through innovative application development using its
collective design, processing, and materials expertise. The broad portfolio of
high-performance engineering plastics includes: DuPont(TM) Zytel(R) nylon,
DuPont(TM) Delrin(R) acetal, DuPont(TM) Rynite(R) PET polyester, DuPont(TM)
Crastin(R) PBT polyester, DuPont(TM) Hytrel(R) thermoplastic elastomer and
DuPont(TM) Zenite(R) liquid crystal polymer. Its portfolio also includes
DuPont(TM) Vespel(R) parts and shapes and DuPont(TM) Tynex(R) filaments.
The segment is also a world leader in specialized, high value resins and films
for the packaging market and selected industrial markets. Products and their end
uses include DuPont(TM) Surlyn(R), DuPont(TM) Nucrel(R) and DuPont(TM) Elvax(R)
sealants and adhesives for flexible packaging structures; Nucrel(R) and Elvax(R)
resins for wire and cable construction; DuPont(TM) Keldax(R) resins for
automotive carpet backing; DuPont(TM) Surlyn(R) for golf ball covers; DuPont(TM)
Vamac(R) for automotive hoses and gaskets; DuPont(TM) Butacite(R) and DuPont(TM)
SentryGlas(R) Plus interlayers for laminated safety glass for automotive and
architectural applications; DuPont(TM) Elvanol(R) for textile sizing; DuPont(TM)
Biomax(R) hydro/biodegradable polymer for disposable food service products and
packaging; and DuPont(TM) Crystar(R) polyester specialty resins.
Performance Materials includes DuPont Dow Elastomers (DDE), a 50/50 joint
venture between DuPont and The Dow Chemical Company. This joint venture, with
annual total sales of approximately $1 billion, is the technology innovator and
leading global supplier of mid- and high-performance elastomers. DDE prod-
26
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS--CONTINUED
ucts include Engage(R) polyolefin elastomers, Hypalon(R) chlorosulfonated
polyethylene, Kalrez(R) perfluoroelastomer, Nordel(R) hydrocarbon rubber,
neoprene synthetic rubber, Tyrin(R) chlorinated polyethylene and Viton(R)
fluoroelastomer.
Performance Materials also includes DuPont Teijin Films (DTF), a 50/50 global
joint venture between DuPont and Teijin Limited. This venture, with annual total
sales of approximately $1 billion, was formed to produce and sell PET and PEN
polyester films in the specialty, industrial, packaging, electrical,
electronics, advanced magnetic media and photo systems markets. Brand names
include Mylar(R), Melinex(R) and Teijin(R) Tetoron(R) PET films, and Teonex(R)
and Kaladex(R) PEN polyester films. The joint venture leads the industry with
its strong product and process technology platform and the broadest portfolio of
differentiated products offered throughout the world.
2002 DEVELOPMENTS
Key growth initiatives in Performance Materials included:
o The segment broadened its reach into the growing market in China with a new
plastics development technical center and through a joint venture with
Asahi Kasei to produce and market acetal copolymer resins. Start-up of the
new resins facility is scheduled for spring 2004.
o New paintable, metal-platable, weatherable and soft-touch offerings were
introduced and are expected to produce engineering polymer growth
opportunities due to the growing trend for the use of more aesthetically
pleasing plastics in consumer products, such as electronics and housings
for power tools.
o Utilization of SentryGlas(R) Plus was expanded to new applications in the
automotive and architectural markets, such as automotive side window
applications, blast-resistant windows for U.S. embassies, and
hurricane-resistant applications for the residential market.
o Elvaloy(R) AC ethylene acrylate copolymers, a new family of universal
polymer modifiers for polyolefins, polyesters, and engineering plastics,
were introduced. These modifiers offer many options to increase the impact
strength of packaging resins or to make polymer blend components
compatible.
o Initial market tests for DuPont(TM) Cool2Go(TM) insulated beverage labels
indicated that consumers rate the performance extremely high in taste and
cold retention. The patented proprietary process can be used for carbonated
soft drinks, sports drinks, and other on-the-go beverages.
o DDE started up a new facility and commercialized patented new technology
for specialty fluoroelastomers. The new grades of Viton(R) outperform
current products in automotive, aerospace, chemical processing and
semiconductor applications.
o DDE continued construction of a new 300 million pound/year facility for
Engage(R), which is expected to start-up in the second quarter of 2003, to
meet growing demand for all-polyolefin automotive interior components.
Key productivity initiatives included:
o Performance Materials completed an expansion of vinyl acetate monomer
production at the LaPorte, Texas site. Equipment and catalyst changes were
implemented to increase capacity and improve production efficiency.
o DDE announced a plan to consolidate U.S. production of neoprene synthetic
rubber at its LaPlace, Louisiana site. The joint venture also announced the
dissolution of its neoprene manufacturing and marketing joint ventures with
Showa Denko in Japan. DDE will continue to market elastomers in Japan
through a wholly owned subsidiary.
o DTF improved its cost position through a restructuring in the Americas and
the shutdown of film lines at the Dumfries, Scotland and Rozenberg,
Netherlands sites.
During 2002 the company sold its global Clysar(R) shrink film business and
manufacturing assets. This business had annual sales of approximately $100
million.
2002 VERSUS 2001 Sales of $4.9 billion were 4 percent higher reflecting 8
percent higher volume and 4 percent lower prices. ATOI was $476 million compared
with $232 million. 2002 includes a $51 million gain on the sale of the Clysar(R)
business. 2001 includes net charges of $45 million for employee separation costs
and write-down of assets. 2002 earnings benefited from higher sales volumes, a
lower effective tax rate, and lower energy-based raw material costs.
2001 VERSUS 2000 Sales of $4.7 billion were down 12 percent reflecting 9 percent
lower volume, 1 percent lower prices, and a
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS--CONTINUED
2 percent reduction from business divestitures. ATOI was $232 million compared
with $578 million principally reflecting lower sales volumes and higher raw
material costs.
OUTLOOK Performance Materials expects to operate in an improving business
environment in 2003. While automotive builds are expected to decline modestly in
North America, they are expected to increase in Europe and Asia. Packaging
markets are expected to remain at current activity levels globally. These
markets will continue to demand innovative products and systems made from
polymer products to enhance such attributes as vehicle weight, preservation of
food, and flexibility of materials. The residential construction market is
expected to remain strong, and it is anticipated that the electrical/electronics
market will continue to recover at a slow rate. Petroleum-based raw material
costs are expected to have a significant impact on the segment's results of
operations.
2003 results from the sale of engineering polymer products will depend upon
global automotive builds and the recovery of the electronic and high technology
markets. Earnings improvement will also depend on a combination of productivity
improvements and customer-driven product, process and application innovations.
The 2003 outlook for packaging and industrial polymer products will largely
depend on the pace of continued economic recovery and the cost of
petroleum-based raw materials. The outlook will also be affected by the success
of specialty product applications in packaging, automotive, and other industrial
markets. DDE expects 2003 to benefit from recent capacity additions and an
improving economy. The outlook for DTF depends largely on growth in the
electronic, packaging and flat panel display markets.
--------------------------------------------------------------------------------
PHARMACEUTICALS
--------------------------------------------------------------------------------
On October 1, 2001, DuPont Pharmaceuticals was sold to the Bristol-Myers Squibb
Company. DuPont retained its interest in Cozaar(R) and Hyzaar(R). These
antihypertensive drugs were discovered by DuPont and developed in collaboration
with Merck & Co. DuPont has exclusively licensed worldwide marketing rights for
Cozaar(R) and Hyzaar(R) to Merck. The U.S. patents covering the compounds,
pharmaceutical formulation and use for the treatment of hypertension, including
approval for pediatric use, will expire in 2010. In conjunction with the sale of
DuPont Pharmaceuticals, Bristol-Myers Squibb continues to manufacture the
products for DuPont at the former DuPont Pharmaceuticals manufacturing site at
Garden City, New York.
In September 2002, the U.S Food & Drug Administration approved Cozaar(R) to
reduce the rate of progression of nephropathy (kidney disease) in Type 2
diabetic patients with hypertension and nephropathy. Approvals have been granted
in more than 20 countries, with additional approvals pending in Canada and
certain countries in Europe.
In March 2002, at the annual meeting of the American College of Cardiology, the
Losartan Intervention For Endpoint reduction in hypertension study (LIFE)
results were reported and published. The study found that use of Cozaar(R)
significantly reduced the combined risk of cardiovascular death, heart attack
and stroke in patients with hypertension and left ventricular hypertrophy
compared to the beta-blocker atenolol. Merck has submitted results of the LIFE
study to the FDA for inclusion in the prescribing information for Cozaar(R).
2002 VERSUS 2001 Worldwide marketing and sales of Cozaar(R) and Hyzaar(R) are
the responsibility of Merck. The Pharmaceuticals segment receives royalties and
net proceeds as outlined by the license agreements. The 2002 ATOI was $329
million, including $39 million of benefits resulting from adjustments related to
the sale of DuPont Pharmaceuticals. The 2001 ATOI was $3,924 million, including
a $3,866 million after-tax gain on the divestiture of DuPont Pharmaceuticals on
October 1, 2001.
2001 VERSUS 2000 Sales of $0.9 billion were 39 percent lower principally due to
the sale of DuPont Pharmaceuticals. ATOI was $3,924 million, including a $3,866
million after-tax gain on the divestiture, compared with $89 million. The latter
included a $44 million charge to establish a litigation reserve.
OUTLOOK Merck has identified Cozaar(R)/Hyzaar(R) as one of their five key growth
drivers. They are the first of a new class of well-tolerated blood pressure
lowering medications called Angiotension II Antagonists and remain the world's
most widely prescribed drugs in their class.
DuPont and Merck continue to support the growth of Cozaar(R) and Hyzaar(R) with
additional clinical studies designed to identify additional therapeutic benefits
for patients with hypertension and co-morbid conditions. The company expects the
ongoing Cozaar(R) and Hyzaar(R) collaboration to generate significant earnings
for the foreseeable future.
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS--CONTINUED
--------------------------------------------------------------------------------
SAFETY & PROTECTION
--------------------------------------------------------------------------------
Safety & Protection's mission is to extend the company's knowledge, technology
and experience to deliver solutions to protect people, property, operations and
the environment worldwide by building on the 200-year record of DuPont as one of
the safest companies in the world. Safety & Protection services a broad and
diverse set of end user markets. Key growth initiatives focused the businesses
on several strategic target markets, including durable structures, personal
protective systems, clean and disinfect solutions, government programs,
environmental solutions, surface protection, consumer safety and safety
services. Highly recognized consumer brands include DuPont(TM) Tyvek(R),
DuPont(TM) Corian(R), DuPont(TM) Kevlar(R) and DuPont(TM) Zodiaq(R). Other
industrial brands include DuPont(TM) Tychem(R), DuPont(TM) Typar(R), DuPont(TM)
Sontara(R), DuPont(TM) Nomex(R), DuPont(TM) SafeReturns(TM), DuPont(TM)
Forafac(R), DuPont(TM) Foraperle(R), DuPont(TM) Krytox(R), DuPont(TM) Oxone(R),
DuPont(TM) Glyclean(R), DuPont(TM) Tyzor(R), DuPont(TM) Anthium(R), and
DuPont(TM) Vazo(R).
Safety & Protection's principal offerings include aramid products; nonwoven
sheet structures; a wide range of specialty and industrial chemicals; solid
surface materials; and safety consulting services.
2002 DEVELOPMENTS
Key growth initiatives and other important activities in Safety & Protection
included:
o The Durable Structures enterprise was created to leverage brands (Tyvek(R),
Kevlar(R), and SentryGlas(R)), products, distribution and services in
building construction and improvement markets. Key new durable structure
products introduced during the year included Tyvek(R) Radiant Barrier(TM)
weatherization systems and DuPont(TM) StraightFlash(TM), which was
introduced as a companion product to DuPont(TM) FlexWrap(TM).
o The Personal Protection enterprise was also created to leverage the
significant personal protection brands (Tychem(R), Tyvek(R), Kevlar(R),
Nomex(R)), products and services globally in the growing industrial and
emergency response markets. The principal offerings cover threats from
chemical, thermal, ballistic, dry particulate and cut hazards. The segment
also offers safety management services. New products introduced include
Kevlar(R) glove offerings targeted at the high dexterity and high cut
resistance markets, Tychem(R) F protective garments with laminated chemical
barrier film, and Nomex(R) nonwoven substrate moisture barrier for
protective apparel.
o In the Environmental Solutions market, the company was awarded a contract
with Bechtel National Inc. to handle the transportation and disposal of a
government chemical stockpile. The company also entered into an agreement
with Motiva Enterprises, LLC to construct and operate a sulfur recovery
unit at Motiva's Delaware City, Delaware facility.
o Growth prospects in the surface protection markets were strengthened
through the acquisition of Atofina's surface protection business which
provides access to the European market.
o The ChemFirst acquisition expanded the segment's presence in the
polyurethanes industry through the addition of the ChemFirst aniline
business. The acquisition also provided chemical intermediates offerings
into the herbicides, pigments, and photographic chemicals markets. These
acquired businesses are expected to contribute approximately $175 million
in annual sales.
o Safety & Protection continued to expand its portfolio of offerings by
introducing new products such as Sontara(R) spunlace products presaturated
with Krytox(R) lubricants for car polish wipes, H-1 certified Krytox(R) FG
oils and greases for food processing equipment, and DuPont(TM) Zonyl(R)
9464 fluoroprotectants to repel grease stains on food contact paper.
2002 VERSUS 2001 Sales of $3.5 billion were 3 percent lower reflecting 3 percent
lower volume. ATOI was $490 million compared with $451 million. 2001 included
$34 million in charges for employee terminations and facility shutdowns. 2002
earnings reflect improved results in nonwoven products, solid surface materials,
and safety consulting, more than offsetting declines in industrial chemicals and
aramid products.
2001 VERSUS 2000 Sales of $3.6 billion were down 3 percent, as 6 percent lower
volume was partly offset by 3 percent higher prices. ATOI was $451 million
compared with $576 million, princi-
29
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS--CONTINUED
pally reflecting lower sales. While sales and earnings from aramids and other
advanced fiber products improved reflecting increased demand for military
protective products, earnings declined for nonwoven products reflecting lower
margins.
OUTLOOK The outlook for Safety & Protection for 2003 is positive based on
expected recovery in global industrial production and increased corporate
spending positively impacting the industrial chemicals, electrical insulation,
and industrial performance materials markets. Growth is also expected as a
result of the integration of recent acquisitions and expansion of offerings in,
and share of, the personal protection, surface protection, cleaning,
disinfection, and environmental solutions markets. Further new offerings and
expanded programs in the surfaces category (Corian(R) and Zodiaq(R)) are
expected to generate growth. Growth expansion is also expected in the
residential construction market augmented by new product offerings and in safety
services from continued expansion of its global client base. Partially
offsetting these anticipated improvements will be some expected softening in the
North American automotive market, weaker commercial aircraft builds, continued
weakness in the telecommunications industry, and continued pressure from Asian
competition in several markets.
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TEXTILES & INTERIORS
--------------------------------------------------------------------------------
Textiles & Interiors, the world's largest integrated fibers enterprise, focuses
on three major fiber industry markets: apparel; carpet, interior and industrial
uses; and nylon, polyester and elastane intermediates and related specialties.
The brand portfolio includes powerful worldwide consumer brands and a number of
globally recognized industrial brands. Together, these brands create market
awareness and pull-through product demand that is unequalled in the industry.
Textiles & Interiors' mission is to build on its industry-leading competitive
advantage by combining its brand awareness with technological strength in
textiles and soft floor covering fibers, a leading intermediates position, and
superior operational scale and scope.
Overall, the global markets for Textiles & Interiors' products recovered
modestly in 2002 from the recession of 2001. United States and most Asian
markets showed strong growth early in the year as inventories were replenished,
while Japan and Europe lagged. Elastane and polyester fibers and intermediates
experienced strong volume growth. Nylon fiber growth was modest because of
competition from polyester, but nylon intermediates growth was stronger, driven
by demand for engineering polymers and non-fiber applications. The migration of
the apparel manufacturing industry to less-expensive Asian production,
particularly China, continued as did the consolidation of apparel mill capacity
in the United States and Western Europe. In the United States, residential
construction activity increased sharply in the first half of 2002, encouraged by
very low interest rates. As a result, residential carpet and interior markets
showed strong volume growth. Nonresidential construction continued to be weak
due to excess capacity in the office and hospitality segments. This resulted in
weak fiber demand from this market. Fiber demand for the automotive industry was
healthy, as new vehicle production remained strong, buoyed by low interest rates
and manufacturer incentives. Overall, U.S. mill consumption for fibers rebounded
modestly from 2001 but excess fiber capacity globally continued to constrain
prices. Margins were reduced in the second half of the year as raw material
costs were driven up by oil prices while producers continued to have difficulty
passing on cost increases.
Textiles & Interiors is the largest elastane fiber manufacturer worldwide and
continues to be the brand leader in the high-growth stretch and recovery apparel
market by fully utilizing its extensive research and development, manufacturing,
sales and marketing resources. Branded and unbranded products include DuPont(TM)
Lycra(R) elastane, DuPont(TM) Tactel(R) nylon and DuPont(TM) Supplex(R) nylon,
DuPont(TM) Coolmax(R) performance fabrics, DuPont(TM) Thermolite(R) insulation
fibers, and generic elastane, nylon and polyester that are sold into the apparel
value chain. Other ready-to-wear fiber and fabric offerings emphasize additional
consumer benefits incorporated in performance fabrics and insulation fibers.
Recently, the DuPont(TM) Teflon(R) brand was incorporated into the portfolio to
satisfy high consumer value for "easy care" brands in apparel for the
ready-to-wear and home markets.
The segment is also the global leader in sales and manufacturing of nylon fiber.
It markets branded and unbranded carpet fibers and commercial interiors services
along with industrial nylon and polyester yarns and is among the largest
reclaimers of nylon. Specific markets served include the global soft floor
covering market and the footwear, packs and bags, commercial gloves, fiberfill,
airbags and elastane personal care markets. The soft floor covering market
includes residential, commercial,
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS--CONTINUED
transportation and rugs market segments. Textiles & Interiors provides product
sales, installation, maintenance and reclamation services in the commercial
carpet market space. Major brands that are marketed to flooring, interior and
industrial fiber markets include DuPont(TM) Stainmaster(R), DuPont(TM)
Antron(R), Lycra(R) and DuPont(TM) Cordura(R). Industry leading Stainmaster(R)
and Antron(R) carpet brands offer a pipeline of new products, innovation and
style to residential and commercial customers worldwide. Leading polyester
brands include DuPont(TM) Coolmax(R) performance fabrics, DuPont(TM) Comforel(R)
sleep products and DuPont(TM) Thermolite(R) insulation fibers. The segment is
expanding the elastic fiber stretch concept to nontraditional and nonapparel
end-uses.
Textiles & Interiors also produces nylon and polyester intermediates, chemical
specialties, nylon salt and polymers, elastane intermediates, and engages in
polyester technology licensing. With well established industrial brands like
DBE(TM), DuPont(TM) Corfree(R), DuPont(TM) Dytek(R), DuPont(TM) Adi-pure(R), and
DuPont(TM) Terathane(R), the segment services the adhesives, coatings and
sealant markets, as well as footwear, lubricants, solvents, sporting goods, and
the nylon fibers and resins markets. This part of the segment also serves the
polyester fibers and resins and polyurethanes markets. Polyester intermediates
have significant competitive forces impacting the business due to excess
capacity, which is resulting in lower prices. Nylon intermediates have
experienced steady growth resulting in capacity expansion at the company's
Wilton, England, site and at its joint venture in Chalampe, France. In addition,
Textiles & Interiors includes three major ventures as discussed below:
o DuPont Far Eastern Petrochemical is a 70 percent owned venture with Far
Eastern Petrochemicals, which has a major manufacturing operation in Kuan
Yin, Taiwan. This venture was formed to manufacture PTA (purified
terephthalic acid), a key polyester intermediate. This business represents
Textiles & Interiors' largest manufacturing presence in Asia with annual
revenue in excess of $400 million.
o DuPont Sabanci Polyester Europe B. V. (DuPontSA), headquartered in the
Netherlands, is a 50 percent owned joint venture formed for the
development, production and sale of polyester fibers, container resins, and
the intermediates PTA and DMT (dimethyl terephthalate), for markets
throughout Europe, the Middle East and Africa. The venture is the largest
polyester company in the region with annual revenues of about $750 million.
o DuPont-Sabanci International, LLC (DUSA) is a 50 percent owned joint
venture and the leading global supplier of nylon industrial yarn, fabrics
and single-end cord serving the tire, mechanical rubber goods, webbing,
ropes and cordage markets with annual sales of approximately $425 million.
2002 DEVELOPMENTS
As part of its key growth initiatives, Textiles & Interiors:
o Received U.S. Federal Trade Commission approval of a new generic fiber
subclass, ellasterell-p, in recognition of the unique qualities of the
T-400 fiber innovation. T-400 brings a new level of performance and
aesthetics to knits and has been commercialized under the Lycra(R) brand
with selected mills and garment brands.
o Established a 50/50 joint venture with Shinkong Synthetic Fibers
Corporation in Taiwan to manufacture the new elastic fiber T-400.
o Completed major expansions in Brazil, Singapore and China to increase
elastane capacity in support of market growth.
o Introduced "Builder Advantage Program" to offer homebuyers a "one-stop"
shopping solution with Stainmaster(R) carpet to better integrate the
builder and homebuyer carpet selection process.
o Expanded sales of the new technology for softer floor covering under the
DuPont(TM) Tactesse(R) brand that created a new trend and significant
volume growth for fiber in residential soft floor covering markets.
o Launched its first automotive branded carpet, DuPont(TM) Altara(TM), to
provide a system of products and services to enhance automotive interiors.
o Introduced an enhanced version of Corfree(R) M1(TM) used in lubricants,
metal working fluids and corrosion inhibitors. This new addition to the
industry leading Corfree(R) product line has improved active ingredients
and very low levels of undesirable nitrogen compounds content.
31
PART II
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS--CONTINUED
o Further strengthened Adi-pure(R), the most recognized adipic acid brand in
the world, in both Europe and Asia by extensive marketing and upgrading the
Wilton, England production process. Adi-pure(R) was diversified into
several different end-use markets including food-grade applications.
Other significant developments included:
o As part of Textiles & Interiors' drive to capitalize on the strength of its
newly combined businesses and become more competitive in response to
rapidly accelerating industry structural changes, the company eliminated
more than 2,000 employee positions worldwide, or 10 percent of its global
workforce. More than two-thirds of the reductions are in manufacturing
facilities and offices in the United States, with most of the balance in
Europe. In the United States, the company shut down its Terathane(R)
elastane intermediate manufacturing unit in Niagara Falls, New York, and
less competitive portions of the elastane operations in Waynesboro,
Virginia.
o Textiles & Interiors' Antron(R) carpet fiber received the Scientific
Certification Systems Environmentally Preferable Products certification.
The segment's commercial flooring business is the first and only carpet
fiber manufacturer to achieve this certification which was granted as a
result of demonstrated performance with less environmental and human health
impact versus competing products.
o An impairment charge of $78 million was recorded as a cumulative effect of
a change in accounting principle to write off goodwill associated with the
commercial flooring business. Although the strategic intent of the business
has not changed, the realization of the economic benefits from the business
has been limited by poor economic conditions, particularly in the
commercial office sector, and lower than expected margins in the
competitive distribution market.
2002 VERSUS 2001 Sales of $6.3 billion were 3 percent lower reflecting 5 percent
higher volume, more than offset by 6 percent lower prices and a 2 percent
decline due to divestitures. Intermediate and apparel products both experienced
lower sales. Sales were essentially flat for segment products sold into the
carpet, interiors and industrial fiber markets as higher volumes offset lower
prices. ATOI in 2002 was $72 million excluding a charge of $78 million
attributable to the cumulative effect of a change in accounting principle as
discussed above. 2002 includes a $115 million net charge related to employee
separation costs and assets write-downs. In 2001, ATOI was a loss of $340
million and included $410 million for net charges related to employee separation
costs and asset write-downs. While segment sales declined, earnings benefited
from reduced fixed costs reflecting restructuring programs in both years, lower
energy-based raw material costs, and a lower effective tax rate.
2001 VERSUS 2000 Sales of $6.5 billion were 16 percent lower reflecting 11
percent lower volume and 5 percent lower prices. ATOI was a loss of $340 million
versus earnings of $740 million. The significant earnings decline reflected a
combination of negative factors including very weak U.S. apparel and textile
markets, higher raw material costs, lower U.S. dollar prices, and very weak
global demand for carpet in both commercial and retail markets. In addition,
2001 includes $410 million in net charges resulting from employee terminations,
facility shutdowns, and asset impairments as aggressive restructuring actions
were taken during the year to address market conditions.
OUTLOOK As the world's largest producer and marketer of premium fibers, with
manufacturing or marketing presence in every major market, Textiles & Interiors
is uniquely positioned to deal with the economic conditions in the global
textile and soft floor coverings industries. Textiles & Interiors will continue
to experience the adverse impact of industry consolidation and a shift in
manufacturing to Asia, which is expected to continue in the global textile
markets, particularly in North America. As a consequence, Textiles & Interiors
will focus on reducing costs and evolving its business model to become more
competitive. Textiles & Interiors will continue to evaluate its various fiber
business investments in changing market environments and explore strategies to
optimize these investments. Petroleum-based raw material costs are expected to
have a significant impact on the segment's results of operations.
Apparel growth from elastane sales (branded and generic) is anticipated in 2003,
as the demand for apparel with the comfort delivered through stretch and
recovery continues to grow both geographically and across garment categories.
New opportunities for Lycra(R) premium stretch fiber - particularly shoes, home
textiles, DuPont(TM) Leather with Lycra(R) and stretch nonwovens -
32
PART II
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS--CONTINUED
are poised for growth. Nylon textile industry capacity is expected to remain
significantly above demand, pressuring prices in that sector.
North American and European economies are expected to improve in 2003, resulting
in increased demand for carpet fiber products and services. However, demand for
commercial carpet fiber is not expected to fully recover until 2004 when
improved corporate profits are expected to drive higher construction spending.
Auto builds and side airbag penetration will also be factors influencing the
rate of anticipated growth of segment products.
The global intermediates market is expected to remain highly competitive.
Several factors continue to impact sales, including weak polyester fiber market
conditions in the United States and Europe, excess global capacity, and
potential increases in paraxylene and ethylene glycol pricing. The company
expects strong demand for PTA in Asia and continues to assess alternative
strategies to optimize its polyester investments. Specialty chemical markets
such as coatings, adhesives, lubricants and solvents, are expected to continue
solid growth.
In February 2002, DuPont announced a plan to separate Textiles & Interiors. The
company continues to consider and evaluate a complete range of separation
options for Textiles & Interiors, including an initial public offering, with
separation expected to occur by year-end 2003, market conditions permitting.
OTHER
The company combines the results of its nonaligned and embryonic businesses
under Other. These businesses include Bio-Based Materials and Growth
Initiatives. Results related to the company's discontinued Benlate(R) fungicide
business are also included (see Benlate(R) discussion under Legal Proceedings on
page 8 of this report). In the aggregate, sales from these businesses represent
less than one percent of total segment sales.
2002 VERSUS 2001 Sales of $22 million were down 85 percent, principally
reflecting the withdrawal from the Benlate(R) fungicide business in the fourth
quarter 2001. ATOI was a loss of $164 million and includes charges of $50
million to increase the company's reserve for Benlate(R) litigation and $31
million to establish a reserve related to vitamins litigation associated with a
previously divested joint venture. A 2001 ATOI loss of $95 million included a
net charge of $37 million for employee separation costs.
2001 VERSUS 2000 Sales were $148 million in 2001, as compared to $141 million in
2000. ATOI was a loss of $95 million compared with a loss of $93 million. ATOI
in 2000 included a charge of $62 million to increase the company's reserve for
Benlate(R) litigation.
LIQUIDITY & CAPITAL RESOURCES
The company considers its strong financial position and financial flexibility to
be a competitive advantage. The company's credit ratings of AA- and Aa3 from
Standard & Poor's (S&P) and Moody's Investors Services, respectively, and its
commercial paper ratings of A-l+ by S&P and Prime 1 by Moody's are evidence of
that strength. This advantage is based on strong business operating cash flows
over an economic cycle, a commitment to cash discipline regarding working
capital and capital expenditures, and the intent to pursue a fiscally
responsible policy of accretive acquisitions consistent with the missions of the
company's segments.
SOURCES OF LIQUIDITY
The company's liquidity needs can be met through a variety of independent
sources, including: cash from operations, cash and cash equivalents and
marketable securities, commercial paper markets, syndicated credit lines,
bilateral credit lines, equity and long-term debt markets, and asset sales.
The company's cash provided by operations was $2.1 billion in 2002, a $.3
billion reduction from the $2.4 billion generated in 2001. The year-over-year
reduction reflects increased tax payments, primarily related to the gain on the
sale of DuPont Pharmaceuticals, and reduced revenues partially offset by lower
operating costs. In 2001 the company's cash provided by operations was $2.7
billion less than the $5.1 billion generated in 2000, primarily due to recession
related earnings declines and the strong U.S. dollar. In addition, the 2000 cash
provided by operations included a benefit of $610 million from the
securitization of trade accounts receivable and a transfer from the pension
trust fund of $300 million to pay retiree health care costs. No transfers were
made from the pension trust fund to pay retiree health care costs in 2002 or
2001.
Cash and cash equivalents and marketable debt securities totaled $4.1 billion at
December 31, 2002, reflecting a $1.7 billion decrease from December 31, 2001.
The year-over-year reduction
33
PART II
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS--CONTINUED
is primarily due to the tax payments in 2002 associated with the 2001 gain on
the sale of DuPont Pharmaceuticals.
The commercial paper market is a source of "same day" cash for the company. The
company can access this market at preferred rates given its strong credit
rating. The weighted-average interest rates before taxes on commercial paper for
2002, 2001 and 2000, were 1.7 percent, 4.1 percent and 6.5 percent,
respectively. At December 31, 2002, DuPont's commercial paper balance was $668
million, a $593 million increase from December 31, 2001.
In the unlikely event that the company would not be able to meet its short-term
liquidity needs, the company has access to approximately $3.9 billion in "same
day" credit lines with several major financial institutions. These credit lines
are split about equally between 364-day and multi-year facilities.
DuPont also has access to equity markets and to long-term debt capital markets.
The company's current relatively low long-term borrowing level, strong financial
position and credit rating provide access to these markets.
Proceeds from sales of assets were $196 million for 2002, primarily reflecting
$143 million received from the sale of the Clysar(R) shrink film business. In
2002, there were also $122 million of settlement payments to Bristol-Myers
Squibb relating to the 2001 sale of DuPont Pharmaceuticals. In 2001 proceeds
from sales of assets totaled $8.1 billion, of which $7.8 billion related to the
sale of DuPont Pharmaceuticals. Proceeds from sales of assets were $703 million
in 2000. Additional details related to the company's sales of assets are
provided in Note 26 to the Consolidated Financial Statements.
USES OF CASH
Purchases of property, plant and equipment and investments in affiliates were
$1.4 billion in 2002 compared with $1.6 billion in 2001 and $2.0 billion in
2000. The company expects purchases of property, plant and equipment in 2003 to
be about $1.6 billion excluding the impact, if any, from the adoption of FIN No.
46.
Payments for businesses acquired in 2002 totaled $697 million primarily
consisting of two acquisitions. In May 2002, the company acquired all of the
outstanding common shares of Liqui-Box Corporation for $272 million, net of cash
acquired. In November 2002, the company acquired ChemFirst, Inc. for $357
million, net of cash acquired. There were no significant payments for businesses
acquired in 2001 and 2000. The company continues to seek accretive acquisitions
related to existing lines of business to strengthen its current portfolio.
Additional details related to the acquisitions are provided in Note 26 to the
Consolidated Financial Statements.
The company has paid a quarterly common dividend since its first dividend in the
fourth quarter of 1904. Dividends per share of common stock were $1.40 in 2002,
2001 and 2000.
In 1998 the company's Board of Directors approved a program to purchase and
retire up to 20 million shares of DuPont common stock to offset dilution from
shares issued under compensation programs. In July 2000 the company's Board of
Directors approved an increase in the total number of shares of DuPont common
stock remaining to be purchased under the 1998 program from about 16 million
shares to the total number of shares that could be purchased for $2.5 billion.
These purchases were not limited to those needed to offset dilution from shares
issued under compensation programs. In 2002, the company completed the 1998
program by purchasing 10.8 million shares for $470 million. In addition, 43
million shares were purchased for $1.8 billion in 2001 and 9.5 million shares
for $462 million in 2000. Of the $462 million purchased in 2000, $212 million
applies to the $2.5 billion updated program.
The company's Board of Directors authorized a new $2 billion share buyback plan
in June 2001. As of December 31, 2002, no shares were purchased under this
program.
FINANCIAL CONDITION
At year-end 2002 the company's net debt (borrowings and capital lease
obligations less cash and cash equivalents and marketable debt securities) was
$2.7 billion. The following table summarizes changes in the company's
consolidated net debt for 2000 through 2002.
34
PART II
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS--CONTINUED
-------------------------------------------------------------------------------
(DOLLARS IN MILLIONS) 2002 2001 2000
-------------------------------------------------------------------------------
Net debt - beginning of year $ 966 $ 8,288 $ 9,984
-------------------------------------------------------------------------------
Cash provided by continuing operations 2,053 2,419 5,070
Purchases of property, plant &
equipment & investment in affiliates (1,416) (1,634) (2,022)
Net payments for businesses acquired (697) (78) (46)
Proceeds from sales of assets 196 253 703
Net proceeds from sale of
DuPont Pharmaceuticals (122) 7,798 --
Dividends paid to stockholders (1,401) (1,460) (1,465)
Acquisition of treasury stock (470) (1,818) (462)
Increase in minority interests -- 1,980 --
Net cash flow from
discontinued operations -- (110) --
Other 134 (28) (82)
-------------------------------------------------------------------------------
Decrease (increase) in net debt (1,723) 7,322 1,696
Net debt - end of year $ 2,689 $ 966 $ 8,288
================================================================================
Net debt increased $1.7 billion in 2002. Cash provided by continuing operations
in 2002 reflects tax payments associated with the 2001 sale of DuPont
Pharmaceuticals. The minority interest structures and the accounts receivable
securitization and synthetic lease programs as described below also contributed
to reduced debt levels over the three-year period.
The company restructured its debt portfolio in 2002 to take advantage of the
favorable interest rate environment. Higher-rate debt of $1.3 billion was
replaced with lower-rate commercial paper. In addition, the company issued two
notes valued at $400 million each for five and ten year terms. The effect of the
restructuring reduced year-end average interest rates from 6.1 percent to 5.0
percent. See Notes 18 and 20 to the Consolidated Financial Statements for
year-end debt balances and interest rates.
To broaden sources of liquidity and improve financial flexibility, in 2002 the
company implemented a commercial paper conduit program to reduce the financing
costs of the accounts receivable securitization and synthetic lease programs,
which were both initiated in 2000. The accounts receivable securitization
program provides additional liquidity at competitive rates. The synthetic lease
program improves the efficiency and effectiveness of the company's leasing
activities. In 2001, the company entered into two minority interest structures.
The minority interest transactions provide the company with a new source of
funding at a cost essentially equivalent to debt.
MINORITY INTEREST STRUCTURES
In 2001 the company received proceeds of $2 billion from entering into two
minority interest transactions. Costs incurred in connection with these
transactions totaled $42 million and are being amortized on a straight-line
basis over a five-year period to Minority Interest in Earnings of Consolidated
Subsidiaries in the Consolidated Income Statement. The proceeds were used to
reduce debt and are reported as Minority Interests in the Consolidated Balance
Sheet. The company does not expect to obtain additional investment proceeds
utilizing these structures.
The minority investors earn a preferred, cumulative adjustable return on their
investment. The after-tax distribution reflected in Minority Interests in
Earnings of Consolidated Subsidiaries for 2002 and 2001 was $36 million and $14
million, respectively, reflecting a preferred return of 1.8 percent and 2.9
percent, respectively.
In addition, amortized costs (net of taxes) of $5 million and $2 million in 2002
and 2001, respectively were reported in Minority Interests in Earnings of
Consolidated Subsidiaries. Additional details related to the minority interest
structures are provided in Note 22 to the Consolidated Financial Statements.
OFF-BALANCE SHEET ARRANGEMENTS
COMMERCIAL PAPER FACILITY
In 2002 the company implemented a commercial paper conduit program to reduce the
financing costs of the company's existing accounts receivable securitization and
synthetic lease programs by gaining direct access to the asset-backed commercial
paper market. The conduit issues notes to third parties secured by the
receivable interests and the equipment and real estate under synthetic leases.
In addition, the notes are backed by liquidity support. As of December 31, 2002,
the company was committed to provide up to $278 million of such support. The
legal structure of the commercial paper conduit includes nonconsolidated
entities that are not affiliated with the company through ownership interests.
No director, officer or employee of the company is a director, officer or
employee of any of these entities. At December 31, 2002 the fair value of the
receivables and synthetic lease assets in the program was $590 million (excludes
assets under construction of $103 million.) Costs of $2 million to establish the
commercial paper conduit were expensed in 2002.
The accounts receivable securitization program was initiated in 2000 to sell an
interest in a revolving pool of trade accounts
35
PART II
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS--CONTINUED
receivable. As currently structured, the company sells certain trade receivables
on a non-recourse basis to a consolidated company, which in turn sells an
interest in those receivables to a qualified special purpose entity (QSPE). The
QSPE then sells the interest it purchased in those receivables to the commercial
paper conduit. Proceeds received in 2000 from the sale of the interest were $610
million and were reflected as a reduction in trade accounts receivable. At
December 31, 2000 the interest was $610 million and was reduced to $468 million
at December 31, 2001 and $445 million at December 31, 2002. As of December 31,
2002 miscellaneous receivables include an overcollateralization of $214 million
as security for this program. The cost of this program is competitive with other
sources of financing, and cash proceeds were used to reduce debt. Expenses in
connection with this program were $10 million, $27 million and $16 million in
2002, 2001 and 2000, respectively. The company may terminate the program at any
time by stopping the sale of receivables. In the future, the company does not
expect the interest sold in the revolving pool of receivables to exceed $500
million.
A synthetic lease program was implemented in 2000 as an alternative financing
source for selected assets at competitive rates. This program has variable
interest entities (VIEs) that serve as the owner/lessor and debt holder of these
assets. The program is used for the sale and leaseback of corporate aircraft,
rail cars and other equipment. In addition, the company has entered into
agreements to lease, upon completion, manufacturing and warehousing facilities.
As of December 31, 2002 the fair values of the assets under these leases were
approximately $248 million and the fair values of the associated liabilities and
noncontrolling interests were approximately $249 million. The lease terms range
from one to seven years. Lease payments totaled $5 million in 2002, $9 million
in 2001, and less than $1 million in 2000 and were reported as operating expense
in the Consolidated Income Statement.
There are two other synthetic leases that are not covered under the commercial
paper conduit financing program, one of which is a VIE that serves as the
owner/lessor of a manufacturing facility in Singapore. As of December 31, 2002,
the fair value of this asset was approximately $82 million and the fair value of
the associated liabilities and noncontrolling interests was approximately $82
million. The second synthetic lease is for other miscellaneous equipment valued
at approximately $66 million. Lease terms range from one to five years. Lease
payments for these assets totaled $26 million in 2002, $12 million in 2001, and
less than $1 million in 2000 and were reported as operating expenses in the
Consolidated Income Statement.
All synthetic leases are considered operating leases and accordingly the related
assets and liabilities are not recorded on the company's Consolidated Balance
Sheet. Furthermore, the lease payments associated with these programs vary based
on ninety-day LIBOR. The company may terminate the program at any time by
purchasing the assets. Should the company decide neither to renew the leases nor
to exercise its purchase option, it must pay the owner a residual value
guarantee amount, which may be recovered from a sale of the property to a third
party. Residual value guarantees totaled $335 million at December 31, 2002. In
January 2003, the FASB issued FIN No. 46, "Consolidation of Certain Variable
Interest Entities." This Interpretation may impact the company's treatment of
its VIEs. (See Accounting Standards Issued Not Yet Adopted beginning on page
18.)
GUARANTEES AND OTHER COMMERCIAL COMMITMENTS
Information related to the company's guarantees and other commercial commitments
are summarized in the following table (dollars in millions):
--------------------------------------------------------------------------------
Total at
December 31,
Guarantees and Other Commercial Commitments 2002
--------------------------------------------------------------------------------
Product warranty liability(1,2) $ 22
Indemnification liability(1,2) 31
Obligations for subsidiaries, equity affiliates and others(1,3) 2,023
Residual value guarantees(1,4) 335
Liquidity support(1,5) 128
Standby letters of credit 55
--------------------------------------------------------------------------------
Total $2,594
================================================================================
(1) See Note 23 to the Consolidated Financial Statements.
(2) Included in the company's Consolidated Financial Statements.
(3) Includes approximately $250 million of subsidiary bank borrowings which are
recorded as debt in the company's Consolidated Financial Statements.
(4) Applicable to the company's synthetic lease program discussed above and
includes $150 million of liquidity support.
(5) Applicable to the company's accounts receivable securitization program
discussed above.
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
36
PART II
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS--CONTINUED
these warranties varies by product. The estimated product warranty liability for
the company's products as of December 31, 2002 is $22 million. The company has
recourse provisions for certain products that would enable recovery from third
parties for amounts paid under the warranty.
INDEMNIFICATIONS
In connection with the sale of company assets and businesses the company has
indemnified respective buyers against certain liabilities that may arise in
connection with the sales transactions and business activities prior to the
ultimate closing of the sale. The term of these indemnifications, which
typically pertain to environmental, tax, and product liabilities, is generally
indefinite. If the indemnified party were to incur a liability or have a
liability increase as a result of a successful claim, pursuant to the terms of
the indemnification, the company would be required to reimburse the buyer. The
maximum amount of future payments is generally unlimited. The carrying amount
recorded for all indemnifications as of December 31, 2002 is $31 million.
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.
OBLIGATIONS FOR SUBSIDIARIES, EQUITY AFFILIATES AND OTHERS
The company has directly guaranteed various debt obligations under agreements
with third parties related to subsidiaries, equity affiliates, and other
unaffiliated companies. At December 31, 2002, the company had directly
guaranteed $1,772 million of such obligations (includes approximately $250
million of subsidiary bank borrowings which are recorded as debt in the
company's Consolidated Financial Statements). This represents the maximum
potential amount of future (undiscounted) payments that the company could be
required to make under the guarantees. No material loss is anticipated by reason
of such agreements and guarantees. At December 31, 2002, the company has no
liabilities recorded for these obligations other than subsidiary bank borrowings
of approximately $250 million, which are recorded as debt in the company's
Consolidated Financial Statements.
Existing guarantees for external customers arose as part of contractual sales
agreements. Existing guarantees for subsidiaries and equity affiliates arose for
liquidity needs in normal operations. The company would be required to perform
on these guarantees in the event of default by the guaranteed party. In certain
cases, the company has recourse to assets held as collateral as well as personal
guarantees from external customers.
In addition, the company has historically guaranteed certain obligations and
liabilities of Conoco Inc., its subsidiaries and affiliates, which totaled $251
million, plus interest, at December 31, 2002. Conoco has indemnified the company
for any liabilities the company may incur pursuant to these guarantees. 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. No material loss is anticipated by reason
of such agreements and guarantees. At December 31, 2002, the company has no
liabilities recorded for these obligations.
CONTRACTUAL OBLIGATIONS
Information related to the company's significant contractual obligations is
summarized in the following table (dollars in millions):
--------------------------------------------------------------------------------
Payments Due In
--------------------------------------------------------------------------------
Total at 2008
Contractual December 31, 2004- 2006- and
Obligations 2002 2003 2005 2007 beyond
--------------------------------------------------------------------------------
Long-term debt (1) $5,598 $ -- $1,608 $1,163 $2,827
Operating leases (2) 914 209 314 180 211
Unconditional
purchase
obligations (3) 59 9 19 18 13
Other long-term
obligations (4) 613 145 278 190 -
--------------------------------------------------------------------------------
Total $7,184 $363 $2,219 $1,551 $3,051
================================================================================
(1) Included in the company's Consolidated Financial Statements.
(2) Includes synthetic leases with contractual obligations totaling $68.
Excludes residual value guarantees of $335, which are discussed above.
(3) Includes fixed obligations to purchase certain raw materials.
(4) Represents long-term contracts with Computer Sciences Corporation and
Accenture LLP for information technology infrastructure and information
systems consulting.
In summary, the company expects to meet its $7.2 billion contractual obligations
through its normal sources of liquidity and does not expect to finance any of
its $2.6 billion of guarantees and other commercial commitments. However, the
company believes its financial strength and strong balance sheet could be used
to satisfy these contractual obligations, guarantees and other commitments
should unforeseen circumstances arise.
37
PART II
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS--CONTINUED
LONG-TERM EMPLOYEE BENEFITS
The company also has various obligations to its employees and retirees. The
company maintains retirement-related programs in many countries that have a
long-term impact on the company's expenses and cash flows. These plans are
typically defined benefit pension plans, and medical, dental and life insurance
benefits for pensioners and survivors. About 80 percent of the company's
worldwide benefit obligation for pensions, and 99 percent of the company's
worldwide benefit obligation for retiree medical, dental and life insurance
benefits, are attributable to the benefit plans covering substantially all U.S.
employees. Where permitted by applicable law, the company reserves the right to
change , modify or discontinue its plans that provide pension and medical,
dental and life insurance benefits.
Benefits under defined benefit pension plans are based primarily on years of
service and employees' pay near retirement. In the U.S., pension benefits are
paid primarily from trust funds established to comply with U.S. federal laws and
regulations. The company does not make contributions that are in excess of
federal tax deductible limits. The actuarial assumptions and procedures utilized
are reviewed periodically by the company's actuaries to provide reasonable
assurance that there will be adequate funds for the payment of benefits. Because
plan assets exceeded the funding limitations imposed by U.S. federal laws and
regulations, no contributions to the principal U.S. pension plan were made in
2002 and no contributions are currently required to be made in 2003.
Contributions to the principal U.S. pension plan trust fund beyond 2003 are not
determinable since the amount of any contribution is heavily dependent on the
future economic environment and investment returns on pension trust assets.
Pension benefits that exceed federal limitations are covered by separate
unfunded plans and these benefits are paid to pensioners and survivors from
operating cash flows. Pension coverage for employees of the company's non-U.S.
consolidated subsidiaries are provided, to the extent deemed appropriate,
through separate plans.
Funding for each pension plan is governed by the rules of the sovereign country
in which it operates. Thus, there is not necessarily a direct correlation
between pension funding and pension expense. In general, however, reduced asset
valuations tend to result in higher contributions to pension plans. In 2002, the
company contributed $172 million to pension plans other than the principal U.S.
pension plan discussed above. Overall, the company anticipates contributions in
2003 to these pension plans to be higher; however, the impact is not expected to
be significant to the company's cash flows.
Generally accepted accounting principles require an adjustment to stockholders'
equity whenever the fair market value of year-end pension assets are less than
the accumulated benefit obligation. For this purpose, each of the company's
pension plans must be tested individually. At year-end 2002, a non-cash
after-tax charge of $2.5 billion to stockholders' equity was recorded in
response to lower asset valuations and somewhat higher benefit obligations as of
that date. Most of this adjustment is attributable to the principal U.S. pension
plan. If pension plan asset values recover adequately, this adjustment will be
reversed.
Medical, dental and life insurance plans are unfunded and approved claims are
paid from operating cash flows. Pretax cash requirements to cover actual net
claims costs and related administrative expenses were $400 million, $423
million, and $381 million, for 2002, 2001, and 2000, respectively. This amount
is expected to be about $430 million in 2003. Changes in cash requirements
during this period reflect higher per capita health care costs, demographic
changes, and changes in participant premiums, co-pays and deductibles.
The company's net income is significantly affected by pension benefits as well
as expenses for retiree medical, dental and life insurance benefits. The
following table summarizes the extent to which the company's net income over
each of the last three years was favorably affected by pretax pension credits
and adversely affected by pretax other postretirement benefit charges.
--------------------------------------------------------------------------------
(DOLLARS IN MILLIONS) 2002 2001 2000
--------------------------------------------------------------------------------
Pretax pension credits $(217) $(374) $(465)
Pretax other postretirement benefit charges 395 347 309
Net pretax (benefit) charge $ 178 $ (27) $(156)
================================================================================
The decrease in pension credits is primarily due to lower values for pension
plan assets resulting from the decline in the equity markets. The increase in
other postretirement benefit expenses is primarily due to rapidly increasing
medical costs.
The company's key assumptions used in calculating its long-term employee
benefits are the expected return on plan assets, the rate of compensation
increases, and the discount rate. In 2002, the company lowered its assumed rate
of compensation increase from 5.0 percent to 4.5 percent to reflect a change in
the company's outlook for future inflation. The discount rate
38
PART II
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS--CONTINUED
used in these calculations was determined to be 6.75 percent in 2002 based on
high quality corporate bond rates. The company has lowered its long-term
expected rate of return on U.S. pension plan assets from 9.5 percent to 9.0
percent in 2003. It is expected that the effect of actual investment results
during 2002, coupled with the changes outlined above, will negatively impact
2003 earnings per share by $0.40 to $0.45.
With respect to other postretirement benefits, in October 2002, the company
announced that it redesigned its U.S. health care plan to allow the company to
continue to provide a fully competitive benefit offering to both employees and
retirees. The company will continue to provide health care coverage to retirees
and survivors but established limits on the company's portion of the cost of
coverage. These limits are not expected to be reached for several years. For
medical, the limit will apply no sooner than January 1, 2007. For dental, the
changes in premium structure will take effect in 2005. It is expected that these
changes, partially offset by the effect of higher medical costs, will positively
impact 2003 earnings per share by approximately $0.06.
ENVIRONMENTAL MATTERS
DuPont operates global manufacturing facilities, product-handling and
distribution facilities that are subject to a broad array of environmental laws
and regulations. Company policy requires that all operations fully meet or
exceed legal and regulatory requirements. In addition, DuPont implements
voluntary programs to reduce air emissions, eliminate the generation of
hazardous waste, decrease the volume of wastewater discharges, increase the
efficiency of energy use and reduce the generation of persistent,
bioaccumulative and toxic (PBT) materials. The costs to comply with complex
environmental laws and regulations, as well as internal voluntary programs and
goals, are significant and will continue to be so for the foreseeable future.
Even though these costs may increase in the future, they are not expected to
have a material impact on the company's competitive or financial position,
liquidity or results of operations.
In 2002 DuPont spent about $79 million on environmental capital projects either
required by law or necessary to meet the company's internal environmental goals.
The company currently estimates expenditures for environmental-related capital
projects will total $84 million in 2003. In the U.S., significant capital
expenditures are expected to be required over the next decade for treatment,
storage and disposal facilities for solid and hazardous waste and for compliance
with the Clean Air Act (CAA). Until all CAA regulatory requirements are
established and known, considerable uncertainty will remain regarding future
estimates for capital expenditures. Total CAA capital costs over the next two
years are currently estimated to range from $10 million to $20 million.
The Environmental Protection Agency (EPA) challenged the U.S. chemical industry
to voluntarily conduct screening level health and environmental effects testing
on nearly 3,000 high production volume (HPV) chemicals or to make equivalent
information publicly available. An HPV chemical is a chemical listed on the 1990
Inventory Update Rule with annual U.S. cumulative production and imports of one
million pounds or more. The cost to DuPont of testing for HPV chemicals it makes
is estimated to be a total of $8 to $10 million from 2000-2004; for the entire
chemical industry, the cost of testing is estimated to be $500 million.
Global climate change is being addressed by the Framework Convention on Climate
Change adopted in 1992. The Kyoto Protocol, adopted in December 1997, is an
effort to establish short-term actions under the Convention. It is expected that
2003 will mark ratification of the Protocol by enough countries that it will
enter into force. The United States is unlikely to ratify the Protocol and has
announced a less-restrictive climate policy framework, emphasizing voluntary
action. The Kyoto Protocol would establish significant emission reduction
targets for six gases considered to have global warming potential and would
drive mandatory reductions in developed nations outside the United States.
DuPont has a stake in a number of these gases - CO2, N2O, HFCs and PFCs - and
has been reducing its emissions of these gases since 1991. The company is well
ahead of the target/timetable contemplated by the Protocol. However, on a global
basis, the company faces prospects of country-specific restrictions where major
reductions have not yet been achieved. DuPont is working to enable success of
emissions trading mechanisms under the Protocol that could aid in satisfying
such country-specific requirements. Emission reduction mandates within the
United States are not expected in the near future, though Congressional
proposals for such mandates have been introduced.
DuPont has recently discovered that very low levels of dioxins (parts per
trillion to low parts per billion) and related compounds are inadvertently
generated during its titanium dioxide pigment production process. The company
has launched an extensive research and process engineering development program
to
39
PART II
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS--CONTINUED
identify the cause of the dioxin generation and to identify process
modifications that will eliminate dioxin formation. DuPont has aggressive goals
to reduce such dioxin generation by 90 percent by 2007. Over 99 percent of the
dioxin generated at DuPont's production plants becomes associated with process
solid wastes that are disposed in controlled landfills where public exposure is
negligible.
Pretax environmental expenses charged to current operations totaled about $480
million in 2002 compared with $550 million in both 2001 and 2000. These expenses
include the remediation accruals discussed below; operating, maintenance and
depreciation costs for solid waste, air and water pollution control facilities;
and the costs of environmental research activities. While expenses related to
the costs of environmental research activities are not a significant component
of the company's overall environmental expenses, the company expects these costs
to become proportionally greater as the company increases its participation in
businesses for which environmental assessments are required during product
development. The largest of these expenses in 2002 resulted from the operation
of water pollution control facilities and solid waste management facilities for
about $134 million and $127 million, respectively. About 79 percent of total
annual environmental expenses resulted from the operations in the United States.
REMEDIATION ACCRUALS
DuPont accrues for remediation activities when it is probable that a liability
has been incurred and reasonable estimates of the liability can be made. These
accrued liabilities exclude claims against third parties and are not discounted.
Much of this liability results from the Comprehensive Environmental Response,
Compensation and Liability Act (CERCLA, often referred to as the 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 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. Over the next two decades the company may
incur significant costs under both CERCLA and RCRA.
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 (PRPs). Therefore, it is difficult to develop
reasonable estimates of future site remediation costs. At December 31, 2002, the
company's Consolidated Balance Sheet included an accrued liability of $371
million as compared with $385 million at year-end 2001. Considerable uncertainty
exists with respect to environmental remediation costs and, under adverse
changes in circumstances, potential liability may range up to two to three times
the amount accrued as of December 31, 2002. Of the $371 million accrued
liability, approximately 10 percent is for non-U.S. facilities. Approximately 73
percent of the company's U.S. environmental reserve at December 31, 2002, was
attributable to RCRA and similar remediation liabilities, while 27 percent was
attributable to CERCLA liabilities. During 2002, remediation accruals of $48
million were added to the reserve compared with $43 million in 2001.
REMEDIATION EXPENDITURES
RCRA extensively regulates and requires permits for the treatment, storage and
disposal of hazardous waste. RCRA requires that permitted facilities undertake
an assessment of environmental contamination at the facility. If conditions
warrant, companies may be required to remediate contamination caused by prior
operations. As contrasted by CERCLA, the costs of the RCRA corrective action
program are typically borne solely by the company. The company anticipates that
significant ongoing expenditures for RCRA remediation activities may be required
over the next two decades. Annual expenditures for the near term, however, are
not expected to vary significantly from the range of such expenditures
experienced in the past few years. Longer term, expenditures are subject to
considerable uncertainty and may fluctuate significantly. The company's
expenditures associated with RCRA and similar remediation activities were
approximately $42 million in 2002, $49 million in 2001 and $53 million in 2000.
The company, from time to time, receives requests for information or notices of
potential liability from the EPA and state environmental agencies alleging that
the company is a PRP under CERCLA or similar state statute. The company has
also, on occasion, been engaged in cost recovery litigation initiated by those
agencies or by private parties. These requests, notices and lawsuits assert
potential liability for remediation costs at various
40
PART II
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS--CONTINUED
sites that typically are not company owned, but allegedly contain wastes
attributable to the company's past operations. As of December 31, 2002, the
company had been notified of potential liability under CERCLA or state laws at
367 sites around the United States, with active remediation under way at 133 of
these sites. In addition, the company has resolved its liability at 136 sites,
either by completing remedial actions with other PRPs or by participating in "de
minimis buyouts" with other PRPs whose waste, like the company's, represented
only a small fraction of the total waste present at a site. The company received
notice of potential liability at 8 new sites during 2002 compared with 11
similar notices in 2001 and 13 in 2000. In 2002, 2 sites were settled by the
company. The company's expenditures associated with CERCLA and similar state
remediation activities were approximately $20 million in 2002, $17 million in
2001 and $12 million in 2000.
For nearly all Superfund sites, the company's potential liability will be
significantly less than the total site remediation costs because the percentage
of waste attributable to the company versus that attributable to all other PRPs
is relatively low. Other PRPs at sites where the company is a party typically
have the financial strength to meet their obligations and, where they do not, or
where PRPs cannot be located, the company's own share of liability has not
materially increased. There are relatively few sites where the company is a
major participant, and the cost to the company of remediation at those sites,
and at all CERCLA sites in the aggregate, is not expected to have a material
impact on the competitive or financial position, liquidity or results of
operations of the company.
Total expenditures for previously accrued remediation activities under CERCLA,
RCRA and similar state laws were $62 million in 2002, $66 million in 2001 and
$65 million in 2000.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
FINANCIAL INSTRUMENTS
DERIVATIVES AND OTHER HEDGING INSTRUMENTS
Under procedures and controls established by the company's Financial Risk
Management Framework, the company enters into contractual arrangements
(derivatives) in the ordinary course of business to hedge its exposure to
foreign currency, interest rate and commodity price risks. The counterparties to
these contractual arrangements are major financial institutions and major
petrochemical and petroleum companies. Although the company is exposed to credit
loss in the event of nonperformance by these counterparties, this exposure is
managed through credit approvals, limits and monitoring procedures and, to the
extent possible, by restricting the period over which unpaid balances are
allowed to accumulate. The company does not anticipate nonperformance by
counterparties to these contracts, and no material loss would be expected from
any such nonperformance.
FOREIGN CURRENCY RISK
The company's objective in managing exposure to foreign currency fluctuations is
to reduce earnings and cash flow volatility associated with foreign currency
rate changes. Accordingly, the company enters into various contracts that change
in value as foreign exchange rates change to protect the value of its existing
foreign currency-denominated assets, liabilities, commitments and cash flows.
The company routinely uses forward exchange contracts to hedge its net
exposures, by currency, related to the foreign currency- denominated monetary
assets and liabilities of its operations. The primary business objective of this
hedging program is to maintain an approximately balanced position in foreign
currencies so that exchange gains and losses resulting from exchange rate
changes, net of related tax effects, are minimized. In addition, option and
forward exchange contracts are used to hedge a portion of anticipated foreign
currency revenues so that gains and losses on these contracts offset changes in
the related foreign currency-denominated revenues.
From time to time, the company will enter into forward exchange contracts to
establish with certainty the U.S. dollar amount of future firm commitments
denominated in a foreign currency. Decisions regarding whether or not to hedge a
given commitment are made on a case-by-case basis taking into consideration the
amount and duration of the exposure, market volatility and economic trends.
Forward exchange contracts are also used from time to time to manage near-term
foreign currency cash requirements and to place foreign currency deposits and
marketable securities investments into currencies offering favorable returns.
41
PART II
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK--CONTINUED
INTEREST RATE RISK
The company uses a combination of financial instruments, including interest rate
swaps and structured medium-term financings, as part of its program to manage
the interest rate mix of the total debt portfolio and related overall cost of
borrowing.
Interest rate swaps involve the exchange of fixed for floating rate interest
payments to effectively convert fixed rate debt into floating rate debt based on
LIBOR or commercial paper rates. Interest rate swaps allow the company to
maintain a target range of floating rate debt.
Structured medium-term financings consist of a structured medium-term note and a
concurrently executed structured medium-term swap which, for any and all
calculations of the note's interest and/or principal payments over the term of
the note, provide a fully hedged transaction such that the note is effectively
converted to a U.S. dollar-denominated fixed or floating interest rate payment.
Structured medium-term swaps allow the company to be fully hedged against
fluctuations in exchange rates and interest rates and to achieve U.S. dollar
fixed or floating interest rate payments below the market interest rate, at the
date of issuance, for borrowings of comparable maturity.
COMMODITY PRICE RISK
The company enters into exchange-traded and over-the-counter derivative
commodity instruments to hedge its exposure to price fluctuations on certain raw
material purchases.
A portion of energy feedstock purchases is hedged to reduce price volatility
using various risk management strategies. Hedged commodity purchases include
natural gas, ethane and cyclohexane. In addition, certain sales of ethylene are
also hedged.
Pioneer contracts with independent growers to produce finished seed inventory.
Under these contracts, Pioneer compensates growers with bushel equivalents that
are marketed to Pioneer for the market price of grain for a period of time
following harvest. Pioneer uses derivative instruments such as commodity futures
that have a high correlation to the underlying commodity to hedge the commodity
price risk involved in compensating growers.
Additional details on these and other financial instruments are set forth in
Note 28 to the Consolidated Financial Statements.
VALUE AT RISK
A Value-at-Risk (VaR) analysis provides a forward-looking perspective of the
maximum potential loss in fair value for a defined period of time assuming
normal market conditions and a given confidence level. The company's risk
management portfolio consists of a variety of hedging instruments which provide
protection from volatility in the areas of interest rates, foreign currency,
agricultural commodities, and energy feedstock commodities. The valuations and
risk calculations for the VaR analysis were conducted using the company's risk
management portfolios as of December 31, 2002 and 2001. The VaR analysis used a
Monte Carlo simulation type model with an exponentially weighted covariance
matrix, and employed 3,000 pseudo-random market paths including all risk factors
associated with the hedging instruments in the company's risk management
portfolios. The calculations were conducted over a 20 business day period at a
95 percent confidence level.
The following table details the results of the VaR analysis for each significant
risk management portfolio at the end of both 2002 and 2001.
--------------------------------------------------------------------------------
(DOLLARS IN MILLIONS) 2002 2001
--------------------------------------------------------------------------------
Interest rates $(30) $(30)
Foreign currency $(90) $(20)
Agricultural commodities $ (7) $(20)
Energy feedstock commodities $ (9) $(14)
================================================================================
The table above represents the VaR maximum potential loss when each risk
management portfolio is valued individually. VaR for the entire risk management
portfolio is a loss of $80 million for 2002 and a loss of $41 million for 2001;
these values reflect the diversification benefits and covariance correlation of
the total portfolio. Change in the foreign currency VaR in 2002 compared to 2001
reflects higher volatilities and a larger portfolio. The VaR model results are
only an estimate and are not intended to forecast actual losses that may be
incurred in future periods.
Since the company's risk management programs are highly effective, the potential
loss in value for each risk management portfolio described above would be
largely offset by changes in the value of the underlying exposures.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements and supplementary data required by this Item are
included herein, commencing on page F-1.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
42
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information with respect to this Item is incorporated herein by reference to the
company's definitive 2003 Annual Meeting Proxy Statement to be filed within 120
days after the end of the year covered by this Annual Report on Form 10-K,
pursuant to Regulation 14A. Information related to directors is included within
the section entitled "Election of Directors". However, information regarding
executive officers is contained in Part I, Item 4 of this report, pursuant to
General Instruction G of this form. Compliance with Section 16(a) of the
Exchange Act is also included within the Proxy Statement.
ITEM 11. EXECUTIVE COMPENSATION
Information with respect to this Item is incorporated herein by reference to the
Proxy Statement and is included in the sections entitled "Compensation of
Directors," "Compensation and Stock Option Information," and "Retirement
Benefits".
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
Information with respect to Beneficial Owners is incorporated herein by
reference to the Proxy Statement and is included in the section entitled
"Ownership of Company Stock".
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS AS OF
DECEMBER 31, 2002
[Enlarge/Download Table]
---------------------------------------------------------------------------------------------------------------------------
Number of Securities to be Weighted-Average Number of Securities
Issued Upon Exercise of Exercise Price of Remaining Available for
Outstanding Options, Outstanding Options, Future Issuance Under
Plan Category Warrants and Rights(1) Warrants and Rights Equity Compensation Plans(2)
---------------------------------------------------------------------------------------------------------------------------
Equity compensation
plans approved by
security holders 62,793,044 $45.60 31,243,286(3)
Equity compensation
plans not approved by
security holders(4) 29,464,565 $44.50 -
---------------------------------------------------------------------------------------------------------------------------
92,257,609 $45.25 31,243,286
===========================================================================================================================
(1) Excludes restricted stock units or stock units deferred pursuant to the
terms of the company's Stock Performance Plan, Variable Compensation Plan
or Stock Accumulation and Deferred Compensation Plan for Directors.
(2) Excludes securities reflected in the first column.
(3) Reflects shares available under rolling five-year average pursuant to the
terms of the shareholder-approved Stock Performance Plan (see Note 25 to
the company's Consolidated Financial Statements beginning on page F-26 of
this report). Does not include indeterminate number of shares available for
distribution under the shareholder-approved Variable Compensation Plan.
(4) Includes options totaling 29,364,565 granted under the company's 1996, 1997
and 2002 Corporate Sharing Programs (see Note 25 to the company's
Consolidated Financial Statements beginning on page F-26 of this report)
and 100,000 options with an exercise price of $46.50 granted to a
consultant.
43
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information with respect to this Item is incorporated herein by reference to the
section entitled "Election of Directors" in the Proxy Statement.
ITEM 14. CONTROLS AND PROCEDURES
Pursuant to rules adopted by the SEC as directed by Section 302 of the
Sarbanes-Oxley Act of 2002, the company has performed an evaluation of its
disclosure controls and procedures (as defined by Exchange Act rule 13a-14)
within 90 days of the date of the filing of this report. Based on this
evaluation, the company's Chief Executive Officer and Chief Financial Officer
have concluded that these procedures are effective in ensuring that information
required to be disclosed by the company is recorded, processed, summarized, and
reported within the time periods specified in the SEC's rules and forms. In
addition, there have not been any significant changes in internal controls or
other factors that could significantly affect internal controls subsequent to
the date of the company's most recent evaluation.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Financial Statements, Financial Statement Schedules and Exhibits:
1. Financial Statements (See the Index to the Consolidated Financial
Statements on page F of this report).
2. Financial Statement Schedules - none required.
The following should be read in conjunction with the previously referenced
Consolidated Financial Statements:
Financial Statement Schedules listed under SEC rules but not included in this
report are omitted because they are not applicable or the required information
is shown in the Consolidated Financial Statements or notes thereto incorporated
by reference.
Condensed financial information of the parent company is omitted because
restricted net assets of consolidated subsidiaries do not exceed 25 percent of
consolidated net assets. Footnote disclosure of restrictions on the ability of
subsidiaries and affiliates to transfer funds is omitted because the restricted
net assets of subsidiaries combined with the company's equity in the
undistributed earnings of affiliated companies does not exceed 25 percent of
consolidated net assets at December 31, 2002.
Separate financial statements of affiliated companies accounted for by the
equity method are omitted because no such affiliate individually constitutes a
20 percent significant subsidiary.
3. Exhibits
The following list of exhibits includes both exhibits submitted with this Form
10-K as filed with the SEC and those incorporated by reference to other filings:
44
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
AND REPORTS ON FORM 8-K--CONTINUED
--------------------------------------------------------------------------------
EXHIBIT
NUMBER DESCRIPTION
--------------------------------------------------------------------------------
3.1 Company's Restated Certificate of Incorporation.
3.2 Company's Bylaws, as last revised January 1, 1999 (incorporated by
reference to Exhibit 3.2 of the company's Annual Report on Form 10-K
for the year ended December 31, 1998).
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 January 23, 2002 (incorporated by
reference to Exhibit 10.13 of the company's Quarterly Report on Form
10-Q for the period ended March 31, 2002).
10.2* Company's Supplemental Retirement Income Plan, as last amended
effective June 4, 1996 (incorporated by reference to Exhibit 10.3 of
the Company's Annual Report on Form 10-K for the year ended December
31, 2001).
10.3* Company's Pension Restoration Plan, as last amended effective June 4,
1996 (incorporated by reference to Exhibit 10.4 of the company's
Annual Report on Form 10-K for the year ended December 31, 2001).
10.4* Company's Stock Performance Plan, as last amended effective January
28, 1998 (incorporated by reference to Exhibit 10.1 of the company's
Quarterly Report on Form 10-Q for the period ended March 31, 1998).
10.5* Company's Variable Compensation Plan, as last amended effective April
30, 1997 (incorporated by reference to pages A1-A3 of the company's
Annual Meeting Proxy Statement dated March 21, 2002).
10.6* Company's Salary Deferral & Savings Restoration Plan effective April
26, 1994, as last amended effective January 1, 2000 (incorporated by
reference to Exhibit 10.7 of the company's Quarterly Report on Form
10-Q for the quarter ended March 31, 2001).
10.7* Company's Retirement Income Plan for Directors, as last amended
August 1995.
10.8* Letter Agreement and Employee Agreement, dated as of April 22, 1999,
between this company and R.R. Goodmanson (incorporated by reference
to Exhibit 10.11 of the company's Annual Report on Form 10-K for the
year ended December 31, 1999).
10.9 Company's 1995 Corporate Sharing Plan, adopted by the Board of
Directors on January 25, 1995 ( incorporated by reference to Exhibit
10.8 of the company's Annual Report on Form 10-K for the year ended
December 31, 1999).
10.10 Company's 1997 Corporate Sharing Plan, adopted by the Board of
Directors on January 29, 1997 (incorporated by reference to Exhibit
10.9 of the company's Annual Report on Form 10-K for the year ended
December 31, 2001).
10.11 Company's 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 company's
Quarterly Report on Form 10-Q for the quarter ended March 31, 2002).
11 Statement re calculation of earnings per share.
12 Statement re computation of the ratio of earnings to fixed charges.
21 Subsidiaries of the Registrant.
23 Consent of Independent Accountants.
99.1 Certification of CEO pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.2 Certification of CFO pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
* Management contract or compensatory plan or arrangement required to be
filed as an exhibit to this Form 10-K.
(b) Reports on Form 8-K
1. On October 4, 2002, a Current Report on Form 8-K was filed in connection
with Debt and/or Equity Securities that may be offered on a delayed or
continuous basis under Registration Statements on Form S-3 (No. 33-53327,
No. 33-60069 and No. 333-86363). Under Item 5, "Other Events," the
registrant filed a news release, dated October 3, 2002, entitled "DuPont
Announces Improved Outlook For Third Quarter Earnings."
2. On October 23, 2002, a Current Report on Form 8-K, pursuant to Regulation
FD, was filed in connection with Debt and/or Equity Securities that may be
offered on a delayed or continuous basis under Registration Statements on
Form S-3 (No. 33-53327, No. 33-60069, and No. 333-86363). Under Item 5,
"Other Events," the registrant filed a news release, dated October 23,
2002, entitled "DuPont Reports Third Quarter 2002 Earnings."
3. On January 15, 2003, a Current Report on Form 8-K was filed pursuant to
Regulation FD and in connection with Debt and/or Equity Securities that may
be offered on a delayed or continuous basis under Registration Statements
on Form S-3 (No. 33-53327, No. 33-60069, and No. 333-86363). Under Item 5,
"Other Events," the registrant filed a news release, dated January 15,
2003, entitled "DuPont Updates Outlook for Fourth Quarter."
4. On January 28, 2003, a Current Report on Form 8-K was furnished to the SEC
pursuant to Regulation FD. Under Item 9, "Regulation FD Disclosure," the
registrant furnished a news release, dated January 28, 2003, entitled
"DuPont Reports Fourth Quarter and Full-Year Results."
45
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 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.
Date: February 28, 2003 E. I. DU PONT DE NEMOURS AND COMPANY
By: /s/ G. M. PFEIFFER
----------------------------------------------
G. M. Pfeiffer
Senior Vice President and
Chief Financial Officer
(Principal Financial and Accounting Officer)
------------------------------------
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS REPORT
HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE REGISTRANT IN
THE CAPACITIES AND ON THE DATES INDICATED:
SIGNATURE TITLE(S) DATE
Chairman of the Board and February 28, 2003
/s/ C. O. HOLLIDAY, JR. Chief Executive Officer
-------------------------- and Director (Principal
C. O. Holliday, Jr. Executive Officer)
/s/ A. J. P. BELDA Director February 28, 2003
--------------------------
A. J. P. Belda
/s/ R. H. BROWN Director February 28, 2003
--------------------------
R. H. Brown
/s/ C. J. CRAWFORD Director February 28, 2003
--------------------------
C. J. Crawford
/s/ L. C. DUEMLING Director February 28, 2003
--------------------------
L. C. Duemling
/s/ E. B. DU PONT Director February 28, 2003
--------------------------
E. B. du Pont
/s/ D. C. HOPKINS Director February 28, 2003
--------------------------
D. C. Hopkins
/s/ L. D. JULIBER Director February 28, 2003
--------------------------
L. D. Juliber
/s/ G. LINDAHL Director February 28, 2003
--------------------------
G. Lindahl
/s/ M. NAITOH Director February 28, 2003
--------------------------
M. Naitoh
/s/ W. K. REILLY Director February 28, 2003
--------------------------
W. K. Reilly
/s/ H. R. SHARP, III Director February 28, 2003
--------------------------
H. R. Sharp, III
/s/ C. M. VEST Director February 28, 2003
--------------------------
C. M. Vest
46
CERTIFICATIONS
PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT
I, Charles O. Holliday, Jr., certify that:
1. I have reviewed this annual report on Form 10-K of E. I. du Pont de Nemours
and Company;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: February 28, 2003
/s/ CHARLES O. HOLLIDAY, JR.
--------------------------------
Charles O. Holliday, Jr.
CHIEF EXECUTIVE OFFICER AND
CHAIRMAN OF THE BOARD
47
CERTIFICATIONS
PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT
I, Gary M. Pfeiffer, certify that:
1. I have reviewed this annual report on Form 10-K of E. I. du Pont de Nemours
and Company;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: February 28, 2003
/s/ GARY M. PFEIFFER
------------------------------
Gary M. Pfeiffer
SENIOR VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
48
E. I. DU PONT DE NEMOURS AND COMPANY
INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
PAGE(S)
--------------------------------------------------------------------------------
CONSOLIDATED FINANCIAL STATEMENTS:
Responsibility for Financial Reporting F-1
Report of Independent Accountants F-1
Consolidated Income Statement for 2002, 2001 and 2000 F-2
Consolidated Balance Sheet as of December 31, 2002
and December 31, 2001 F-3
Consolidated Statement of Stockholders' Equity for 2002,
2001 and 2000 F-4
Consolidated Statement of Cash Flows for 2002, 2001 and 2000 F-5
Notes to Consolidated Financial Statements F-6-F-38
================================================================================
F
RESPONSIBILITY FOR FINANCIAL REPORTING
Management is responsible for the consolidated financial statements and the
other financial information contained in this Annual Report on Form 10-K. The
financial statements have been prepared in conformity with accounting principles
generally accepted in the United States of America and are considered by
management to present fairly the company's financial position, results of
operations and cash flows. The financial statements include some amounts that
are based on management's best estimates and judgments.
The company's system of internal controls is designed to provide reasonable
assurance as to the protection of assets against loss from unauthorized use or
disposition, and the reliability of financial records for preparing financial
statements and maintaining accountability for assets. The company's business
ethics policy is the cornerstone of our internal control system. This policy
sets forth management's commitment to conduct business worldwide with the
highest ethical standards and in conformity with applicable laws. The business
ethics policy also requires that the documents supporting all transactions
clearly describe their true nature and that all transactions be properly
reported and classified in the financial records. The system is monitored by an
extensive program of internal audit, and management believes that the system of
internal controls at December 31, 2002, meets the objectives noted above.
The financial statements have been audited by the company's independent
accountants, PricewaterhouseCoopers LLP. The purpose of their audit is to
independently affirm the fairness of management's reporting of financial
position, results of operations and cash flows. To express the opinion set forth
in their report, they study and evaluate the internal controls to the extent
they deem necessary. Their report is shown on this page. The adequacy of the
company's internal controls and the accounting principles employed in financial
reporting are under the general oversight of the Audit Committee of the Board of
Directors. This committee also has responsibility for employing the independent
accountants, subject to stockholder ratification. No member of this committee
may be an officer or employee of the company or any subsidiary or affiliated
company. The independent accountants and the internal auditors have direct
access to the Audit Committee, and they meet with the committee from time to
time, with and without management present, to discuss accounting, auditing and
financial reporting matters.
/s/ CHARLES O. HOLLIDAY, JR. /s/ GARY M. PFEIFFER
Charles O. Holliday, Jr. Gary M. Pfeiffer
CHAIRMAN OF THE BOARD SENIOR VICE PRESIDENT
AND CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
February 24, 2003
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE STOCKHOLDERS AND THE BOARD OF DIRECTORS OF
E. I. DU PONT DE NEMOURS AND COMPANY
In our opinion, the consolidated financial statements listed in the accompanying
index present fairly, in all material respects, the financial position of E. I.
du Pont de Nemours and Company and its subsidiaries at December 31, 2002 and
2001, and the results of its operations and its cash flows for each of the three
years in the period ended December 31, 2002 in conformity with accounting
principles generally accepted in the United States of America. These financial
statements are the responsibility of the company's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
auditing standards generally accepted in the United States of America, which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
As discussed in Note 9 to the consolidated financial statements, effective
January 1, 2002, the company adopted Statement of Financial Accounting Standards
(SFAS) No. 142, "Goodwill and Other Intangible Assets" and effective January 1,
2001, adopted SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities", as amended.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Two Commerce Square, Suite 1700
2001 Market Street
Philadelphia, Pennsylvania 19103
February 24, 2003
F-1
E. I. DU PONT DE NEMOURS AND COMPANY
CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED INCOME STATEMENT
[Enlarge/Download Table]
(DOLLARS IN MILLIONS, EXCEPT PER SHARE)
---------------------------------------------------------------------------------------------------------------------------
2002 2001 2000
---------------------------------------------------------------------------------------------------------------------------
NET SALES $24,006 $24,726 $28,268
Other income (Note 2) 516 644 934
---------------------------------------------------------------------------------------------------------------------------
Total 24,522 25,370 29,202
---------------------------------------------------------------------------------------------------------------------------
Cost of goods sold and other operating charges (Note 3) 16,296 16,727 18,196
Selling, general and administrative expenses 2,699 2,925 3,041
Depreciation 1,297 1,320 1,415
Amortization of goodwill and other intangible assets (Note 14) 218 434 445
Research and development expense 1,264 1,588 1,776
Interest expense (Note 4) 359 590 810
Employee separation costs and write-down of assets (Note 5) 290 1,078 101
Gain on sale of DuPont Pharmaceuticals (Note 6) (25) (6,136) --
Gain on issuance of stock by affiliates - nonoperating (Note 7) -- -- (29)
---------------------------------------------------------------------------------------------------------------------------
Total 22,398 18,526 25,755
---------------------------------------------------------------------------------------------------------------------------
INCOME BEFORE INCOME TAXES AND MINORITY INTERESTS 2,124 6,844 3,447
Provision for income taxes (Note 8) 185 2,467 1,072
Minority interests in earnings of consolidated subsidiaries 98 49 61
---------------------------------------------------------------------------------------------------------------------------
INCOME BEFORE CUMULATIVE EFFECT OF CHANGES IN ACCOUNTING PRINCIPLES 1,841 4,328 2,314
Cumulative effect of changes in accounting principles, net of income taxes (Note 9) (2,944) 11 --
---------------------------------------------------------------------------------------------------------------------------
NET INCOME (LOSS) $(1,103) $4,339 $2,314
BASIC EARNINGS (LOSS) PER SHARE OF COMMON STOCK (Note 10)
Income before cumulative effect of changes in accounting principles $1.84 $4.17 $2.21
Cumulative effect of changes in accounting principles (2.96) .01 --
------------------------------------------------------------------------------------------------------------------------
Net income (loss) $(1.12) $4.18 $2.21
---------------------------------------------------------------------------------------------------------------------------
DILUTED EARNINGS (LOSS) PER SHARE OF COMMON STOCK (Note 10)
Income before cumulative effect of changes in accounting principles $1.84 $4.15 $2.19
Cumulative effect of changes in accounting principles (2.95) .01 --
------------------------------------------------------------------------------------------------------------------------
Net income (loss) $(1.11) $4.16 $2.19
========================================================================================================================
SEE PAGES F6-F38 FOR NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
F-2
E. I. DU PONT DE NEMOURS AND COMPANY
CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEET
[Enlarge/Download Table]
(DOLLARS IN MILLIONS, EXCEPT PER SHARE)
----------------------------------------------------------------------------------------------------------------------------------
December 31 2002 2001
----------------------------------------------------------------------------------------------------------------------------------
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 3,678 $ 5,763
Marketable debt securities 465 85
Accounts and notes receivable (Note 11) 3,884 3,903
Inventories (Note 12) 4,409 4,215
Prepaid expenses 175 217
Income taxes (Note 8) 848 618
----------------------------------------------------------------------------------------------------------------------------------
Total current assets 13,459 14,801
----------------------------------------------------------------------------------------------------------------------------------
PROPERTY, PLANT AND EQUIPMENT (Note 13) 33,732 33,778
Less: Accumulated depreciation 20,446 20,491
----------------------------------------------------------------------------------------------------------------------------------
Net property, plant and equipment 13,286 13,287
----------------------------------------------------------------------------------------------------------------------------------
GOODWILL (Note 14) 1,167 3,746
OTHER INTANGIBLE ASSETS (Note 14) 3,109 3,151
INVESTMENT IN AFFILIATES (Note 15) 2,047 2,045
OTHER ASSETS (Notes 8 and 16) 1,553 3,289
----------------------------------------------------------------------------------------------------------------------------------
TOTAL $ 34,621 $ 40,319
==================================================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable (Note 17) $ 2,727 $ 2,219
Short-term borrowings and capital lease obligations (Note 18) 1,185 1,464
Income taxes (Note 8) 47 1,295
Other accrued liabilities (Note 19) 3,137 3,089
----------------------------------------------------------------------------------------------------------------------------------
Total current liabilities 7,096 8,067
==================================================================================================================================
LONG-TERM BORROWINGS AND CAPITAL LEASE OBLIGATIONS (Note 20) 5,647 5,350
OTHER LIABILITIES (Note 21) 8,770 7,336
DEFERRED INCOME TAXES (Note 8) 1,622 2,690
----------------------------------------------------------------------------------------------------------------------------------
Total liabilities 23,135 23,443
==================================================================================================================================
MINORITY INTERESTS (Note 22) 2,423 2,424
----------------------------------------------------------------------------------------------------------------------------------
COMMITMENTS AND CONTINGENT LIABILITIES (Note 23)
STOCKHOLDERS' EQUITY (next page)
Preferred stock, without par value - cumulative; 23,000,000 shares authorized; issued at December 31:
$4.50 Series - 1,672,594 shares (callable at $120) 167 167
$3.50 Series - 700,000 shares (callable at $102) 70 70
Common stock, $.30 par value; 1,800,000,000 shares authorized;
Issued at December 31, 2002 - 1,080,981,877; 2001 - 1,088,994,789 324 327
Additional paid-in capital 7,377 7,371
Reinvested earnings 10,619 13,517
Accumulated other comprehensive income (loss) (2,767) (273)
Common stock held in treasury, at cost
(Shares: December 31, 2002 and 2001 - 87,041,427) (6,727) (6,727)
----------------------------------------------------------------------------------------------------------------------------------
Total stockholders' equity 9,063 14,452
----------------------------------------------------------------------------------------------------------------------------------
TOTAL $ 34,621 $ 40,319
==================================================================================================================================
SEE PAGES F6-F38 FOR NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
F-3
E. I. DU PONT DE NEMOURS AND COMPANY
CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (Notes 24 and 25)
[Enlarge/Download Table]
(DOLLARS IN MILLIONS, EXCEPT PER SHARE)
------------------------------------------------------------------------------------------------------------------------------------
Accumulated Total
Pre- Additional Rein- Other Total Comprehensive
ferred Common Paid-In vested Comprehensive Flexi- Treasury Stockholders' Income
Stock Stock Capital Earnings Income (Loss) trust Stock Equity (Loss)
------------------------------ -------- -------- ---------- --------- ------------- -------- --------- -------------- ------------
2000
Balance January 1, 2000 $237 $342 $7,941 $11,699 $(133) $(484) $(6,727) $12,875
------------------------------ -------- -------- ---------- --------- ------------- -------- --------- --------------
Net income 2,314 2,314 $2,314
Cumulative translation adjustment (38) (38) (38)
Minimum pension liability 4 4 4
Net unrealized (loss) on securities (21) (21) (21)
-------------
Total comprehensive income $2,259
Common dividends ($1.40 per share) (1,455) (1,455) =============
Preferred dividends (10) (10)
Treasury stock
Acquisition (462) (462)
Retirement (3) (64) (395) 462 -
Common stock issued
Flexitrust (96) 204 108
Compensation plans (16) (16)
Adjustments to market value (106) 106 -
------------------------------ -------- -------- ---------- --------- ------------- -------- --------- --------------
Balance December 31, 2000 $237 $339 $7,659 $12,153 $(188) $(174) $(6,727) $13,299
------------------------------ -------- -------- ---------- --------- ------------- -------- --------- --------------
2001
Net income 4,339 4,339 $4,339
Cumulative translation adjustment (19) (19) (19)
Cumulative effect of a change in
accounting principle 6 6 6
Net revaluation and clearance of
cash flow hedges to earnings (32) (32) (32)
Minimum pension liability (16) (16) (16)
Net unrealized (loss) on (24) (24) (24)
securities -------------
Total comprehensive income $4,254
Common dividends ($1.40 per share) (1,450) (1,450) =============
Preferred dividends (10) (10)
Treasury stock
Acquisition (1,818) (1,818)
Retirement (12) (291) (1,515) 1,818 --
Common stock issued
Flexitrust (47) 165 118
Compensation plans 59 59
Adjustments to market value (9) 9 --
------------------------------ -------- -------- ---------- --------- ------------- -------- --------- --------------
Balance December 31, 2001 $237 $327 $7,371 $13,517 $(273) $ -- $(6,727) $14,452
------------------------------ -------- -------- ---------- --------- ------------- -------- --------- --------------
2002
Net income (loss) (1,103) (1,103) $(1,103)
Cumulative translation adjustment 61 61 61
Net revaluation and clearance of
cash flow hedges to earnings (7) (7) (7)
Minimum pension liability (2,532) (2,532) (2,532)
Net unrealized (loss) on (16) (16) (16)
securities -------------
Total comprehensive income (loss) $(3,597)
Common dividends ($1.40 per share) (1,391) (1,391) =============
Preferred dividends (10) (10)
Treasury stock
Acquisition (470) (470)
Retirement (3) (73) (394) 470 --
Common stock issued 24 24
Compensation plans 55 55
------------------------------ -------- -------- ---------- --------- ------------- -------- --------- --------------
Balance December 31, 2002 $237 $324 $7,377 $10,619 $(2,767) $ -- $(6,727) $9,063
===================================================================================================================================
SEE PAGES F6-F38 FOR NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
F-4
E. I. DU PONT DE NEMOURS AND COMPANY
CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF CASH FLOWS
[Enlarge/Download Table]
(DOLLARS IN MILLIONS)
---------------------------------------------------------------------------------------------------------------------------
2002 2001 2000
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CASH PROVIDED BY CONTINUING OPERATIONS
Net income (loss) $(1,103) $4,339 $2,314
Adjustments to reconcile net income to cash provided by continuing operations:
Cumulative effect of changes in accounting principles (Note 9) 2,944 (11) --
Depreciation 1,297 1,320 1,415
Amortization of goodwill and other intangible assets 218 434 445
Gain on sale of DuPont Pharmaceuticals (Note 6) (25) (6,136) --
Other noncash charges and credits - net 447 965 888
Decrease (increase) in operating assets:
Accounts and notes receivable 468 435 379
Inventories and other operating assets (476) (362) (727)
Increase (decrease) in operating liabilities:
Accounts payable and other operating liabilities (106) (634) 87
Accrued interest and income taxes (Notes 4 and 8) (1,611) 2,069 269
---------------------------------------------------------------------------------------------------------------------------
Cash provided by continuing operations 2,053 2,419 5,070
---------------------------------------------------------------------------------------------------------------------------
INVESTMENT ACTIVITIES OF CONTINUING OPERATIONS
Purchases of property, plant and equipment (1,280) (1,494) (1,925)
Investments in affiliates (136) (140) (97)
Payments for businesses (net of cash acquired) (697) (78) (46)
Proceeds from sales of assets 196 253 703
Net proceeds from sale of DuPont Pharmaceuticals (Note 6) (122) 7,798 --
Net decrease (increase) in short-term financial instruments (318) (2) 25
Miscellaneous - net 28 (117) 96
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Cash provided by (used for) investment activities of continuing operations (2,329) 6,220 (1,244)
---------------------------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
Dividends paid to stockholders (1,401) (1,460) (1,465)
Net increase (decrease) in short-term (less than 90 days) borrowings 607 (1,588) (95)
Long-term and other borrowings:
Receipts 934 904 4,996
Payments (1,699) (2,214) (6,574)
Acquisition of treasury stock (Note 24) (470) (1,818) (462)
Proceeds from exercise of stock options 34 153 63
Increase in minority interests (Note 22) -- 1,980 --
---------------------------------------------------------------------------------------------------------------------------
Cash used for financing activities (1,995) (4,043) (3,537)
---------------------------------------------------------------------------------------------------------------------------
Net cash flow from discontinued operations* -- (110) --
Effect of exchange rate changes on cash 186 (263) (215)
---------------------------------------------------------------------------------------------------------------------------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $(2,085) $4,223 $ 74
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 5,763 1,540 1,466
---------------------------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS AT END OF YEAR $3,678 $5,763 $1,540
===========================================================================================================================
* Payment of direct expenses related to the Conoco divestiture. SEE PAGES F6-F38 FOR NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
F-5
E. I. DU PONT DE NEMOURS AND COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN MILLIONS, EXCEPT PER SHARE)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
DuPont follows generally accepted accounting principles. The significant
accounting policies described below, together with the other notes that follow,
are an integral part of the Consolidated Financial Statements.
ACCOUNTING STANDARDS ISSUED NOT YET ADOPTED
In 2001, the Financial Accounting Standards Board (FASB) issued Statement of
Financial Accounting Standards (SFAS) No. 143, "Accounting for Asset Retirement
Obligations." SFAS No. 143 is effective for financial statements issued for
fiscal years beginning after June 15, 2002. The company will adopt SFAS No. 143
on January 1, 2003. The provisions of SFAS No. 143 require companies to record
an asset and related liability for the costs associated with the retirement of a
long-lived tangible asset if a legal liability to retire the asset exists. Based
on the company's evaluation to date, the adoption of SFAS No. 143 is expected to
result in a charge of approximately $.03 per share that will be reported as the
cumulative effect of a change in accounting principle.
In 2002, the FASB issued Interpretation (FIN) No. 45, "Guarantor's Accounting
and Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others." The initial recognition and measurement provisions of
FIN No. 45 apply on a prospective basis to guarantees issued or modified after
December 31, 2002. As required, the company has adopted the disclosure
requirements of the Interpretation as of December 31, 2002 (see Note 23). The
company will apply the initial recognition and measurement provisions on a
prospective basis effective January 1, 2003. The Interpretation modifies
existing disclosure requirements for most guarantees and requires that at the
time a company issues a guarantee, the company must recognize an initial
liability for the fair value of the obligation it assumes under that guarantee.
The company is in the process of evaluating the recognition and measurement
provisions of the Interpretation and absent any unforeseen events, management
does not expect that the adoption of these provisions will have a significant
impact on the company's financial condition, liquidity or results of operations.
In January 2003, the FASB issued FIN No. 46, "Consolidation of Certain Variable
Interest Entities" (VIEs), which is an interpretation of Accounting Research
Bulletin (ARB) No. 51, "Consolidated Financial Statements." FIN No. 46 addresses
the application of ARB No. 51 to VIEs, and generally would require that assets,
liabilities, and results of the activity of a VIE be consolidated into the
financial statements of the enterprise that is considered the primary
beneficiary. The company currently has relationships with three VIEs within the
financing structures for its synthetic lease programs. These entities serve as
the owner/lessors and debt holders of the assets in the programs. The assets and
liabilities of these entities are not consolidated within the company's
financial statements. As of December 31, 2002 the fair values of the assets
under these programs were approximately $330 and the fair values of the
associated liabilities and noncontolling interests were approximately $331.
Residual value guarantees under these programs were $277 at December 31, 2002.
The company is in the process of reviewing the provisions of FIN No. 46. In
response to this Interpretation, the company has identified several options
including: (1) consolidating the VIEs into the company's financial statements,
(2) purchasing selected assets from the VIEs, or (3) finding alternative
financing sources. None of these options is expected to have a material impact
on the company's consolidated financial position, liquidity, or results of
operations.
BASIS OF CONSOLIDATION
The consolidated financial statements include the accounts of the company and
all of its subsidiaries in which a controlling interest is maintained. For those
consolidated subsidiaries in which the company's ownership is less than 100
percent, the outside stockholders' interests are shown as Minority Interests.
Investments in affiliates over which the company has significant influence but
not a controlling interest are carried on the equity basis. This includes
majority-owned entities for which the company does not consolidate because a
minority investor holds substantive participating rights. Investments in
affiliates over which the company does not have significant influence are
accounted for by the cost method.
REVENUE RECOGNITION
The company recognizes revenue when the earnings process is complete. This
generally occurs when products are shipped to the customer in accordance with
terms of the agreement, title and risk of loss have been transferred,
collectibility is reasonably assured, and pricing is fixed or determinable.
Accruals are made for sales returns and other allowances based on the company's
experience. The company accounts for cash sales incentives as a reduction in
sales and noncash sales incentives as a charge to cost of goods sold at the time
revenue is recorded. Royalty income is recognized in accordance with agreed upon
terms,
F-6
E. I. DU PONT DE NEMOURS AND COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN MILLIONS, EXCEPT PER SHARE)
when performance obligations are satisfied, the amount is fixed or determinable,
and collectibility is reasonably assured.
AFFILIATE AND SUBSIDIARY STOCK TRANSACTIONS
Gains or losses arising from issuances by an affiliate or a subsidiary of its
own stock are recorded as nonoperating items.
CASH AND CASH EQUIVALENTS
Cash equivalents represent investments with maturities of three months or less
from time of purchase. They are carried at cost plus accrued interest, which
approximates fair value because of the short-term maturity of these instruments.
INVESTMENTS IN SECURITIES
Marketable debt securities represents investments in fixed and floating rate
financial instruments with maturities of twelve months or less from time of
purchase. They are classified as held-to-maturity and recorded at amortized
cost.
Other Assets includes long-term investments in securities, which comprises
marketable equity securities and other securities and investments for which
market values are not readily available. Marketable equity securities are
classified as available-for-sale and reported at fair value. Fair value is based
on quoted market prices as of the end of the reporting period. Unrealized gains
and losses are reported, net of their related tax effects, as a component of
Accumulated Other Comprehensive Income (Loss) in stockholders' equity until
sold. At the time of sale, any gains or losses calculated by the specific
identification method are recognized in Other Income. Losses are also recognized
in income when a decline in market value is deemed to be other than temporary.
Other securities and investments for which market values are not readily
available are carried at cost. See Note 16.
INVENTORIES
Except for Pioneer inventories, substantially all inventories are valued at
cost, as determined by the last-in, first-out (LIFO) method; in the aggregate,
such valuations are not in excess of market. For Pioneer, inventories are valued
at the lower of cost, as determined by the first-in, first-out (FIFO) method, or
market.
Elements of cost in inventories include raw materials, direct labor, and
manufacturing overhead. Stores and supplies are valued at cost or market,
whichever is lower; cost is generally determined by the average cost method.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment (PP&E) is carried at cost and is depreciated using
the straight-line method. PP&E placed in service prior to 1995 is depreciated
under the sum-of-the-years' digits method or other substantially similar
methods. Substantially all equipment and buildings are depreciated over useful
lives ranging from 15 to 25 years. Capitalizable costs associated with computer
software for internal use are amortized on a straight-line basis over 5 to 7
years. When assets are surrendered, retired, sold or otherwise disposed of,
their gross carrying values and related accumulated depreciation are removed
from the accounts and included in determining gain or loss on such disposals.
Maintenance and repairs are charged to operations; replacements and improvements
are capitalized. In situations where maintenance activities are planned at
manufacturing facilities, the company accrues in advance the costs expected to
be incurred. Historically, the company's accruals for maintenance activities
have not been significant.
GOODWILL AND OTHER INTANGIBLE ASSETS
On January 1, 2002, the company adopted SFAS No. 142, "Goodwill and Other
Intangible Assets." The new standard requires that goodwill and indefinite-lived
intangible assets no longer be amortized. In addition, goodwill and
indefinite-lived intangible assets are tested for impairment at least annually.
These tests will be performed more frequently if there are triggering events.
Impairment losses after initial adoption will be recorded as a part of income
from continuing operations.
Definite-lived intangible assets, such as purchased technology, patents, and
trademarks are amortized over their estimated useful lives, generally for
periods ranging from 5 to 20 years. The company continually evaluates the
reasonableness of the useful lives of these assets.
IMPAIRMENT OF LONG-LIVED ASSETS
The company evaluates the carrying value of long-lived assets to be held and
used when events or changes in circumstances indicate the carrying value may not
be recoverable. The carrying value of a long-lived asset is considered impaired
when the total projected undiscounted cash flows from such asset are separately
identifiable and are less than its carrying value. In that event, a loss is
recognized based on the amount by which the carrying value exceeds the fair
market value of the long-lived
F-7
E. I. DU PONT DE NEMOURS AND COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN MILLIONS, EXCEPT PER SHARE)
asset. Fair market value is determined primarily using the projected cash flows
discounted at a rate commensurate with the risk involved. Losses on long-lived
assets to be disposed of are determined in a similar manner, except that fair
market values are reduced for disposal costs.
RESEARCH AND DEVELOPMENT
Research and development costs are expensed as incurred.
ENVIRONMENTAL LIABILITIES AND EXPENDITURES
Accruals for environmental matters are recorded in operating expenses when it is
probable that a liability has been incurred and the amount of the liability can
be reasonably estimated. Accrued liabilities do not include claims against third
parties and are not discounted.
Costs related to environmental remediation are charged to expense. Other
environmental costs are also charged to expense unless they increase the value
of the property or reduce or prevent contamination from future operations, in
which case, they are capitalized.
INSURANCE/SELF-INSURANCE
The company self-insures certain risks where permissable by law or regulation,
including workers' compensation, vehicle liability, and employee related
benefits. Liabilities associated with these risks are estimated in part by
considering historical claims experience, demographic factors, and other
actuarial assumptions. For other risks, the company uses a combination of
insurance and self-insurance, reflecting comprehensive reviews of relevant
risks.
INCOME TAXES
The provision for income taxes is determined using the asset and liability
approach of accounting for income taxes. Under this approach, deferred taxes
represent the future tax consequences expected to occur when the reported
amounts of assets and liabilities are recovered or paid. The provision for
income taxes represents income taxes paid or payable for the current year plus
the change in deferred taxes during the year. Deferred taxes result from
differences between the financial and tax bases of the company's assets and
liabilities and are adjusted for changes in tax rates and tax laws when changes
are enacted. Valuation allowances are recorded to reduce deferred tax assets
when it is more likely than not that a tax benefit will not be realized.
Provision has been made for income taxes on unremitted earnings of subsidiaries
and affiliates, except for subsidiaries in which earnings are deemed to be
permanently invested. Investment tax credits or grants are accounted for in the
period earned (the flow-through method).
FOREIGN CURRENCY TRANSLATION
The U.S. dollar is the functional currency of most of the company's worldwide
operations. For subsidiaries where the U.S. dollar is the functional currency,
all foreign currency asset and liability amounts are remeasured into U.S.
dollars at end-of-period exchange rates, except for inventories, prepaid
expenses, property, plant and equipment, and intangible assets, which are
remeasured at historical rates. Foreign currency income and expenses are
remeasured at average exchange rates in effect during the year, except for
expenses related to balance sheet amounts remeasured at historical exchange
rates. Exchange gains and losses arising from remeasurement of foreign
currency-denominated monetary assets and liabilities are included in income in
the period in which they occur.
For subsidiaries where the local currency is the functional currency, assets and
liabilities denominated in local currencies are translated into U.S. dollars at
end-of-period exchange rates, and the resultant translation adjustments are
reported, net of their related tax effects, as a component of Accumulated Other
Comprehensive Income (Loss) in stockholders' equity. Assets and liabilities
denominated in other than the local currency are remeasured into the local
currency prior to translation into U.S. dollars, and the resultant exchange
gains or losses are included in income in the period in which they occur. Income
and expenses are translated into U.S. dollars at average exchange rates in
effect during the period.
STOCK-BASED COMPENSATION
Prior to January 1, 2003, the company applied Accounting Principles Board (APB)
Opinion No. 25, "Accounting for Stock Issued to Employees" and related
interpretations in accounting for its stock option plans. No compensation
expense has been recognized for fixed options. If compensation costs for the
company's stock option plans had been determined using the fair value method of
accounting as set forth in SFAS No. 123, "Accounting for Stock-Based
Compensation," the company's reported net income and earnings per share would
have been reduced.
F-8
E. I. DU PONT DE NEMOURS AND COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN MILLIONS, EXCEPT PER SHARE)
The following table illustrates the effect on net income (loss) and earnings
(loss) per share as if the fair value based method had been applied to all
outstanding and unvested awards in each period.
-------------------------------------------------------------------------------
2002 2001 2000
-------------------------------------------------------------------------------
Net income (loss), as reported $(1,103) $4,339 $2,314
Add: Stock-based employee compensation
expense (benefit) included in
reported net income (loss), net of
related tax effects 3 2 (17)
Deduct: Total stock-based employee
compensation expense determined
under fair value based method for
all awards, net of related tax effects 171 110 64
-------------------------------------------------------------------------------
Pro forma net income (loss) $(1,271) $4,231 $2,233
-------------------------------------------------------------------------------
Earnings (loss) per share:
Basic-as reported $ (1.12) $ 4.18 $ 2.21
Basic-pro forma $ (1.29) $ 4.07 $ 2.13
Diluted-as reported $ (1.11) $ 4.16 $ 2.19
-------------------------------------------------------------------------------
Diluted-pro forma $ (1.28) $ 4.05 $ 2.11
===============================================================================
See Note 25 for additional information regarding the company's compensation
plans.
Effective January 1, 2003, the company will adopt the fair value recognition
provisions of SFAS No. 123, as amended, prospectively for all new awards granted
to employees after January 1, 2003.
HEDGING AND TRADING ACTIVITIES
Derivative instruments are reported on the balance sheet at their fair values.
For derivative instruments designated as fair value hedges, changes in the fair
values of the derivative instruments will generally be offset on the income
statement by changes in the fair value of the hedged items. For derivative
instruments designated as cash flow hedges, the effective portion of any hedge
is reported in Accumulated Other Comprehensive Income (Loss) until it is cleared
to earnings during the same period in which the hedged item affects earnings.
The ineffective portion of all hedges is recognized in current period earnings.
Changes in the fair values of derivative instruments that are not designated as
hedges are recorded in current period earnings.
In the event that a derivative designated as a hedge of a firm commitment or an
anticipated transaction is terminated prior to the maturation of the hedged
transaction, gains or losses realized at termination are deferred and included
in the measurement of the hedged transaction. If a hedged transaction matures,
or is sold, extinguished, or terminated prior to the maturity of a derivative
designated as a hedge of such transaction, gains or losses associated with the
derivative through the date the transaction matured are included in the
measurement of the hedged transaction, and the derivative is reclassified as for
trading purposes. Derivatives designated as a hedge of an anticipated
transaction are reclassified as for trading purposes if the anticipated
transaction is no longer likely to occur.
In the Consolidated Statement of Cash Flows, the company reports the cash flows
resulting from its hedging activities in the same category as the related item
that is being hedged.
See Note 28 for additional discussion regarding the company's objectives and
strategies for derivative instruments.
PREPARATION OF FINANCIAL STATEMENTS
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
RECLASSIFICATIONS
Certain reclassifications of prior years' data have been made to conform to 2002
classifications.
F-9
E. I. DU PONT DE NEMOURS AND COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN MILLIONS, EXCEPT PER SHARE)
2. OTHER INCOME
--------------------------------------------------------------------------------
2002 2001 2000
--------------------------------------------------------------------------------
Royalty income(1) $ 128 $155 $ 160
Interest income, net of miscellaneous
interest expense 97 146 168
Equity in earnings (losses) of
affiliates (see Note 15) 36 (43) 289
Gains (losses) on sales of assets 30 47 394(2)
Exchange gains (losses) (294)(3) (29) (35)
Cozaar(R)/Hyzaar(R)income 469 321 92
Miscellaneous income and
expenses - net 50 47 (134)(4)
--------------------------------------------------------------------------------
$ 516 $644 $ 934
================================================================================
(1) Excludes Cozaar(R)/Hyzaar(R)royalties which are reported within
Cozaar(R)/Hyzaar(R)income.
(2) Includes gains of $176 resulting from the sale by Pioneer of certain
investment securities and $94 associated with the company's sale of a
portion of its interest in DuPont Photomasks, Inc.
(3) Includes net exchange losses of $195 which resulted from hedging an
increased net monetary asset position and a weakening U.S. dollar; such
losses are largely offset by associated tax benefits. Also includes an
exchange loss of $63 resulting from the mandatory conversion of the
company's U.S. dollar denominated trade receivables to Argentine Pesos and
moving from a preferential to a free market exchange rate.
(4) Includes a $342 noncash charge associated with writing down the company's
investment in WebMD to estimated fair market value in recognition that such
decline is other than temporary and writing off warrants returned to WebMD
in connection with terminating the company's 1999 health care collaboration
agreement.
3. COST OF GOODS SOLD AND OTHER OPERATING CHARGES
In accordance with purchase accounting rules, Pioneer inventories which were
acquired on October 1, 1999, were recorded at estimated fair value. The increase
in inventory values above Pioneer's pre-acquisition historical cost was, under
the FIFO method, recorded in cost of goods sold as the inventory on hand at the
acquisition date was sold. This inventory step-up resulted in noncash charges to
cost of goods sold of $140 and $609 in 2001 and 2000, respectively.
4. INTEREST EXPENSE
--------------------------------------------------------------------------------
2002 2001 2000
--------------------------------------------------------------------------------
Interest incurred $ 404 $ 652 $ 879
Interest capitalized (45) (62) (69)
--------------------------------------------------------------------------------
$ 359 $ 590 $ 810
================================================================================
Interest incurred in 2002 includes a charge of $21 for the early extinguishment
of $242 of outstanding debentures; this charge principally represents premiums
paid to investors. Due to the company's early adoption of SFAS No. 145 effective
April 1, 2002, such extinguishment of debt was not considered extraordinary as
defined by APB Opinion No. 30 and therefore, is reported as a component of
Income before Cumulative Effect of Changes in Accounting Principles.
Interest paid (net of amounts capitalized) was $402 in 2002, $641 in 2001 and
$823 in 2000.
5. EMPLOYEE SEPARATION COSTS AND WRITE-DOWN OF ASSETS
In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities." This standard requires that companies
recognize costs associated with exit or disposal activities when incurred rather
than at the date of a commitment to an exit or disposal plan. The company
adopted this standard effective July 1, 2002. The adoption of this standard
impacts restructuring programs initiated after July 1, 2002.
2002 ACTIVITIES
During 2002, the company recorded a net charge of $290. Charges of $353 are
discussed below. These charges were partially offset by a benefit of $63; $31 is
discussed under 2001 Activities and reflects changes in estimates related to
restructuring initiatives; $2 is discussed under 2000 Activities and reflects
higher than expected proceeds from the sale of assets; and $30 is discussed
under Other Activities and reflects a favorable litigation settlement.
Restructuring programs were instituted in 2002 in Coatings & Color Technologies
and Textiles & Interiors. In addition, asset write-downs were recorded in
Agriculture & Nutrition and Textiles & Interiors. Charges related to these
activities totaling $353 reduced segment earnings as follows: Agriculture &
Nutrition - $37; Coatings & Color Technologies - $69; Textiles & Interiors -
$247.
AGRICULTURE & NUTRITION
Within Agriculture & Nutrition, an impairment charge of $37 was recorded in
connection with the company reaching a definitive agreement to sell a European
manufacturing facility that was no longer required under the strategic business
plan. This charge principally covers the write-down of the net book value of the
facilities to fair value less costs to sell. The transaction is expected to
close during the first half of 2003.
COATINGS & COLOR TECHNOLOGIES
A restructuring program was instituted within Coatings & Color Technologies to
enhance its position as a leader in the highly
F-10
E. I. DU PONT DE NEMOURS AND COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN MILLIONS, EXCEPT PER SHARE)
competitive global coatings industry, to align its businesses with accelerating
structural changes, and to become a more competitive integrated enterprise.
Charges of $69 relate to employee termination payments for approximately 775
employees involved in technical, manufacturing, marketing, and administrative
activities. The termination program was authorized and benefits were
communicated to employees in the fourth quarter 2002, and such benefits may be
settled over time or at the time of termination. About 175 employees have been
terminated as of December 31, 2002, and the remaining employees will cease
working by December 31, 2003. Payments to employees will begin in 2003.
TEXTILES & INTERIORS
A restructuring program was initiated within Textiles & Interiors to better
align the business with accelerating structural changes to become a more
competitive integrated enterprise and to respond to continuing weakening
economic conditions, particularly in the U.S. textile industry. Charges
resulting from these activities totaled $208. The charges include $153 related
to termination payments for approximately 2,000 employees involved in technical,
manufacturing, marketing and administrative activities. The termination program
was authorized and benefits were communicated to employees in the second quarter
2002, and such benefits may be settled over time or at the time of termination.
At December 31, 2002 about 1,425 employees had been terminated. Employee
terminations will be completed before July 2003. At December 31, 2002,
approximately $42 had been settled and charged against the related liability.
Charges of $55 relate to the write-down of operating facilities that were shut
down during the second quarter principally due to transferring production to
more cost competitive facilities. These charges cover the net book value of
facilities in the United States and South America of $42 and the estimated
dismantlement and removal costs less proceeds from the sale of equipment and
scrap of $13. Dismantlement and removal activities are expected to be complete
in 2003. At December 31, 2002, approximately $7 had been settled and charged
against the liability for dismantlement and removal. The effect of these
shutdowns on operating results was not material.
The company also recorded a charge of $39 associated with its decision to
withdraw from a joint venture in China due to depressed market conditions. The
charge covers the write-off of the company's investment in this joint venture.
Account balances and activity for the 2002 restructuring programs are summarized
below:
--------------------------------------------------------------------------------
Write- Employee Other
down Separation Exit
of Assets Costs Costs Total
--------------------------------------------------------------------------------
Charges to income in 2002 $ 118 $ 222 $13 $353
Changes to accounts
Employee separation settlements (42) (42)
Facility shutdowns (118) (118)
Other expenditures (7) (7)
--------------------------------------------------------------------------------
Balance at December 31, 2002 $ -- $ 180 $ 6 $186
================================================================================
2001 ACTIVITIES
During 2001, the company recorded a net charge of $1,078. Charges of $1,087 are
discussed below. These charges were partially offset by a benefit of $9 to
reflect changes in estimates related to restructuring initiatives discussed
below under 2000 Activities and Other Activities.
Restructuring programs were instituted in 2001 to further align resources
consistent with the specific missions of the company's segments thereby
improving competitiveness, accelerating progress toward sustainable growth and
addressing weakening economic conditions, particularly in the United States. In
addition, write-downs of assets were recorded in Agriculture & Nutrition and
Textiles & Interiors. Charges related to these activities totaling $1,087
reduced segment earnings as follows: Agriculture & Nutrition - $154; Coatings
&Color Technologies - $67; Electronic & Communication Technologies - $40;
Performance Materials - $71; Safety & Protection - $51; Textiles & Interiors -
$647; and Other - $57. These charges were partially offset by a net benefit in
2002 of $31 that increased earnings principally in Agriculture & Nutrition - $4;
Coatings & Color Technologies - $2; Performance Materials - $4; Safety &
Protection - $4; Textiles & Interiors - $14; and Other - $2.
These charges included $432 related to termination payments for approximately
5,500 employees involved in technical, manufacturing, marketing, and
administrative activities. Charges have been reduced by estimated reimbursements
pursuant to a manufacturing alliance with a third party. These charges reduced
segment earnings as follows: Agriculture & Nutrition - $64; Coatings & Color
Technologies -$38; Electronic & Communication Technologies - $40; Performance
Materials - $48; Safety & Protection - $33; Textiles & Interiors - $152; and
F-11
E. I. DU PONT DE NEMOURS AND COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN MILLIONS, EXCEPT PER SHARE)
Other - $57. The termination program was authorized and benefits were
communicated to employees in the second quarter 2001, and such benefits may be
settled over time or at the time of termination. A net benefit of $15 was
recorded in 2002 to reflect lower estimated benefit settlements to terminated
employees principally in Agriculture & Nutrition - $2; Coatings & Color
Technologies - $2; Safety & Protection - $2; Textiles & Interiors - $5; and
Other - $2. At December 31, 2002, approximately $371 had been settled and
charged against the related liability. At June 30, 2002, essentially all
employees had been terminated, thereby completing this portion of the program.
These charges also included $293 related to the write-down of operating
facilities that were shut down principally due to transferring production to
more cost competitive facilities. The charge covers the net book value of the
facilities of $214 and the estimated dismantlement and removal costs less
proceeds from the sale of equipment and scrap and reimbursements from third
parties of $79. The largest component which totals $225 relates to the shutdown
of Textiles & Interiors manufacturing facilities in Argentina; Germany; Camden,
South Carolina; Chattanooga, Tennessee; Seaford, Delaware; and Wilmington and
Kinston, North Carolina. Other charges of $68 are principally related to the
shutdown of operating facilities in Agriculture & Nutrition, Performance
Materials and Safety & Protection. A net benefit of $16 was recorded in 2002
principally to reflect lower dismantlement and removal costs in Agriculture &
Nutrition - $2; Performance Materials - $3; Safety & Protection - $2; and
Textiles & Interiors - $8. At December 31, 2002, approximately $62 had been
settled and charged against the liability for dismantlement and removal, thereby
essentially completing this portion of the program. The effect of these
shutdowns on operating results was not material.
In connection with the final integration of the Herberts acquisition by the
automotive coatings business, a charge of $20 relates to the cancellation of
contractual agreements. About $19 had been settled and charged against this
liability at December 31, 2002. Termination of services under these contractual
agreements were completed in 2002. The effect of these contract terminations on
operating results was not material.
An additional charge of $342 relates to the write-down of assets to their net
realizable values. A charge of $270 was recorded in Textiles & Interiors in
connection with the company's announcement that it had reached a definitive
agreement to sell its U.S. polymer grade TPA (terephthalic acid) and Melinar(R)
PET container resins businesses along with their associated manufacturing assets
in Wilmington and Fayetteville, North Carolina, and Charleston, South Carolina,
and to exit a polyester staple fiber joint venture. The transaction closed in
July 2001. This reflects a continuation of the company's previously announced
strategy to reshape its polyester investment. In addition, the company recorded
charges totaling $72 to write down intangible assets in Agriculture & Nutrition.
A charge of $30 was recorded pursuant to a sale of intellectual property that
closed in July 2001. The company had previously established an intangible asset
in connection with acquired patents principally related to wheat-based food
ingredients. Due to significantly lower than expected opportunities in the
specialty food ingredient market, the company has exited this market segment. An
additional charge of $42 was recorded in Agriculture & Nutrition to write down
an intangible asset due to a deteriorating market outlook that resulted in
discontinuing development efforts for high oil corn products using the
TOPCROSS(R) system. As a result, an impairment charge was recorded to write down
the intangible asset to its estimated fair value based on the present value of
future cash flows.
Account balances and activity for the 2001 programs are summarized below:
--------------------------------------------------------------------------------
Write- Employee Other
down Separation Exit
of Assets Costs Costs Total
--------------------------------------------------------------------------------
Charges to income in 2001 $ 556 $ 432 $ 99 $1,087
Changes to accounts
Asset impairments (342) (342)
Employee separation settlements (217) (217)
Facility shutdowns (214) (214)
Other expenditures (28) (28)
--------------------------------------------------------------------------------
Balance at December 31, 2001 $ -- $ 215 $ 71 $ 286
--------------------------------------------------------------------------------
Changes to accounts
Credits to income in 2002 (15) (16) (31)
Employee separation settlements (154) (154)
Other expenditures (53) (53)
--------------------------------------------------------------------------------
Balance at December 31, 2002 $ -- $ 46 $ 2 $ 48
================================================================================
F-12
E. I. DU PONT DE NEMOURS AND COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN MILLIONS, EXCEPT PER SHARE)
2000 ACTIVITIES
During 2000, the company recorded a net charge of $101. Charges totaling $124
relate to restructuring activities in: Coatings & Color Technologies - $96; and
Safety & Protection - $28. In 2000, these charges were partially offset by a
benefit of $23 to reflect changes in estimates related to restructuring
initiatives and higher than expected proceeds from the sale of assets as
discussed below under Other Activities.
COATINGS & COLOR TECHNOLOGIES
The automotive coatings business instituted a restructuring program (Phase II)
to continue the consolidation of business assets and to eliminate redundancies
as a result of the acquisition of Herberts in 1999. Charges resulting from these
activities totaled $96. The charges include $71 related to termination payments
to be settled over time for about 1,000 employees involved in technical,
manufacturing, marketing and administrative activities. As of June 30, 2001,
essentially all employees had been terminated. At December 31, 2002, about $70
had been settled and charged against the related liabilities. Charges of $13
relate to the write-down of operating facilities in Germany and the United
States that were shut down in the second quarter of 2000. In 2002 the company
reflected a benefit of $2 due to higher than expected proceeds from the sale of
business assets. The remaining charge of $12 relates to the cancellation of
contractual agreements. A net benefit of $2 was recorded in 2001 to reflect
lower than expected costs associated with contract cancellations. At December
31, 2001, about $10 had been settled and charged against the related liability,
thereby completing these activities.
SAFETY & PROTECTION
A restructuring program was instituted to address poor economic and intensely
competitive market conditions for the specialty and performance chemicals
business. Charges resulting from this restructuring totaled $28. This charge
includes $24 related to the write-down of operating facilities at the New Jersey
Chambers Works site that were shut down in the third quarter. The charge covers
the net book value of the facilities of $15 and estimated dismantlement and
removal costs less estimated proceeds from the sale of equipment and scrap of
$9. The effect of this shutdown on operating results was not material. At
December 31, 2001, about $9 had been settled and charged against the liability
for dismantlement and removal, thereby completing these activities. The
remaining restructuring charge of $4 relates to employee termination payments to
be settled over time for approximately 65 employees involved in manufacturing
and technical activities. As of March 31, 2001, essentially all employees had
been terminated, and at December 31, 2001, about $4 in employee termination
payments had been settled and charged against the related liability, thereby
completing the program.
Account balances and activity for the 2000 restructuring programs are summarized
below:
--------------------------------------------------------------------------------
Write- Employee Other
down Separation Exit
of Assets Costs Costs Total
--------------------------------------------------------------------------------
Charges to income in 2000 $ 28 $ 75 $ 21 $124
Changes to accounts
Employee separation settlements (27) (27)
Facility shutdowns (28) (28)
Other expenditures (5) (5)
--------------------------------------------------------------------------------
Balance at December 31, 2000 $ -- $ 48 $ 16 $ 64
================================================================================
Changes to accounts
Credits to income in 2001 (2) (2)
Employee separation settlements (41) (41)
Other expenditures (14) (14)
--------------------------------------------------------------------------------
Balance at December 31, 2001 $ -- $ 7 $ -- $ 7
-------------------------------------------------------------------------------
Changes to accounts
Employee separation settlements (6) (6)
-------------------------------------------------------------------------------
Balance at December 31, 2002 $ -- $ 1 $ -- $ 1
===============================================================================
OTHER ACTIVITIES
During 1999 and 1998, the company implemented activities involving employee
terminations and write-down of assets. For the 1999 activities, a net benefit of
$11 was recorded in 2000 and an additional net benefit of $7 was recorded in
2001 to reflect lower than expected costs principally in Agriculture &
Nutrition. For the 1998 activities, a net benefit of $12 was recorded in 2000 to
reflect lower than expected costs principally in Textiles & Interiors. Both
programs are complete. The remaining employee separation settlements totaling $5
principally represent stipulated installment payments to terminated employees.
In addition, in 2002 the company recorded a benefit of $30 in Textiles &
Interiors resulting principally from a favorable litigation settlement
associated with the company's exit from a joint venture in China in 1999.
F-13
E. I. DU PONT DE NEMOURS AND COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN MILLIONS, EXCEPT PER SHARE)
6. GAIN ON SALE OF DUPONT PHARMACEUTICALS
On October 1, 2001, the company sold substantially all of the net assets of
DuPont Pharmaceuticals to Bristol-Myers Squibb Company and recorded net proceeds
of $7,798. The company has retained its interest in the collaboration relating
to Cozaar(R)/Hyzaar(R) antihypertensive drugs .
The unaudited results of operations for the business sold to Bristol-Myers
Squibb for the nine months ended September 30, 2001, were as follows:
--------------------------------------------------------------------------------
2001
--------------------------------------------------------------------------------
Sales $902
After-tax operating income (loss)* (289)
================================================================================
* Excludes corporate expenses, interest, exchange gains (losses) and corporate
minority interests.
As a result of this transaction, the company recorded a pretax gain in 2001 of
$6,136 ($3,866 after-tax), which included charges that were a direct result of
the decision to divest DuPont Pharmaceuticals. Under the terms of the sale
agreement, the purchase price was subject to adjustment for finalization of net
working capital, transfer of pension assets, and settlement of tax liabilities.
The resolution of these matters in 2002 resulted in an additional pretax gain of
$25 ($39 after-tax) on the sale.
7. GAIN ON ISSUANCE OF STOCK BY AFFILIATES - NONOPERATING
In July 2000, DuPont Photomasks, Inc. sold about 1.4 million shares of its
common stock to unrelated parties at a price of $77 per share, which raised net
cash proceeds of $104. As a result of this transaction, the company's ownership
interest in DuPont Photomasks was reduced from approximately 38.5 percent to
35.3 percent. The company recorded a pretax gain of $29 that represents the
increase in the company's equity investment in DuPont Photomasks which resulted
from the issuance of stock at a price in excess of book value. The company
provided for deferred income taxes as a result of the transaction. During 2001,
the company further reduced its ownership interest in DuPont Photomasks to about
20 percent.
8. PROVISION FOR INCOME TAXES
--------------------------------------------------------------------------------
2002 2001 2000
--------------------------------------------------------------------------------
Current tax expense (benefit):
U.S. federal $ 20 $1,384 $ 489
U.S. state and local (62) 120 27
International 225 376 515
--------------------------------------------------------------------------------
183 1,880 1,031
Deferred tax expense (benefit):
U.S. federal (71) 565 (128)
U.S. state and local 37 22 (1)
International 36 -- 170
--------------------------------------------------------------------------------
2 587 41
-------------------------------------------------------------------------------
Provision for income taxes $ 185 $2,467 $1,072
-------------------------------------------------------------------------------
Stockholders' equity:
Stock compensation(1) (12) (38) (19)
Cumulative effect of a change in
accounting principle(2) -- 4 --
Net revaluation and clearance of
cash flow hedges to earnings(2) (4) (20) --
Minimum pension liability(2) (1,237) (10) 3
Net unrealized gains (losses)
on securities(2) (1) (15) (21)
--------------------------------------------------------------------------------
$(1,069) $2,388 $1,035
================================================================================
(1) Represents deferred tax benefits for certain stock compensation amounts
that are deductible for income tax purposes but do not affect net income.
(2) Represents deferred tax charges (benefits) recorded as a component of
Accumulated Other Comprehensive Income (Loss) in stockholders' equity. See
Note 24.
Total income taxes paid on worldwide operations were $1,691 in 2002, $456 in
2001 and $791 in 2000.
Deferred income taxes result from temporary differences between the financial
and tax bases of the company's assets and liabilities. The tax effects of
temporary differences and tax loss/tax credit carryforwards included in the
deferred income tax provision are as follows:
--------------------------------------------------------------------------------
2002 2001 2000
--------------------------------------------------------------------------------
Depreciation $ 29 $ (3) $157
Accrued employee benefits 119 202 63
Other accrued expenses (85) (14) 34
Inventories 17 63 (143)
Unrealized exchange loss -- (2) (4)
Investment in subsidiaries and affiliates 31 31 102
Amortization of intangibles (168) 296 (102)
Other temporary differences 166 30 (53)
Tax loss/tax credit carryforwards (114) (38) (19)
Valuation allowance change - net 7 22 6
--------------------------------------------------------------------------------
$ 2 $587 $ 41
================================================================================
F-14
E. I. DU PONT DE NEMOURS AND COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN MILLIONS, EXCEPT PER SHARE)
The significant components of deferred tax assets and liabilities at December
31, 2002 and 2001, are as follows:
--------------------------------------------------------------------------------
2002 2001
--------------------------------------------------------------------------------
Deferred Tax Asset Liability Asset Liability
--------------------------------------------------------------------------------
Depreciation $ -- $ 1,975 $ -- $1,920
Accrued employee benefits 3,157 379 3,141 1,521
Other accrued expenses 502 2 417 5
Inventories 173 196 203 207
Unrealized exchange gains 23 6 39 15
Tax loss/tax credit carryforwards 362 -- 218 --
Investment in subsidiaries
and affiliates 2 188 45 197
Amortization of intangibles 89 774 171 990
Other 417 1,595 349 1,300
--------------------------------------------------------------------------------
$4,725 $ 5,115 $4,583 $6,155
Valuation allowance (239) (232)
--------------------------------------------------------------------------------
$4,486 $4,351
================================================================================
Current deferred tax assets of $594 and $618 at December 31, 2002 and 2001,
respectively, are included in the caption Income Taxes within current assets of
the Consolidated Balance Sheet. In addition, deferred tax assets of $441 and
$313 are included in Other Assets at December 31, 2002 and 2001, respectively.
See Note 16. Deferred tax liabilities of $42 and $45 at December 31, 2002 and
2001, respectively, are included in the caption Income Taxes within current
liabilities of the Consolidated Balance Sheet.
An analysis of the company's effective income tax rate follows:
--------------------------------------------------------------------------------
2002 2001 2000
--------------------------------------------------------------------------------
Statutory U.S. federal income tax rate 35.0% 35.0% 35.0%
International operations, including
settlements (19.0) (0.8) (2.8)
Lower effective tax rate on export sales (2.2) (0.6) (1.7)
Postemployment costs (2.3) -- --
Other - net (2.8) 2.4 0.6
--------------------------------------------------------------------------------
8.7% 36.0% 31.1%
================================================================================
Income tax expense in 2002 benefited from the increased utilization of foreign
tax credits, tax benefits associated with foreign exchange contracts and the
agreement on certain prior year audit issues partly offset by an additional tax
contingency.
Income before income taxes and minority interests shown below is based on the
location of the corporate unit to which such earnings are attributable. However,
since such earnings are often subject to taxation in more than one country, the
income tax provision shown above as United States or international does not
correspond to the earnings shown in the following table:
--------------------------------------------------------------------------------
2002 2001 2000
--------------------------------------------------------------------------------
United States (including exports) $1,227 $6,131 $1,544
International 897 713 1,903
--------------------------------------------------------------------------------
$2,124 $6,844 $3,447
================================================================================
At December 31, 2002, unremitted earnings of subsidiaries outside the United
States totaling $10,320 were deemed to be permanently invested. No deferred tax
liability has been recognized with regard to the remittance of such earnings. It
is not practicable to estimate the income tax liability that might be incurred
if such earnings were remitted to the United States.
Under the tax laws of various jurisdictions in which the company operates,
deductions or credits that cannot be fully utilized for tax purposes during the
current year may be carried forward, subject to statutory limitations, to reduce
taxable income or taxes payable in a future year. At December 31, 2002, the tax
effect of such carryforwards approximated $362. Of this amount, $127 has no
expiration date, $14 expires after 2002 but before the end of 2007, and $221
expires after 2007.
9. CUMULATIVE EFFECT OF CHANGES IN ACCOUNTING PRINCIPLES
On January 1, 2002, the company adopted SFAS No. 142, "Goodwill and Other
Intangible Assets," which requires that goodwill and indefinite-lived intangible
assets no longer be amortized. In addition, an initial impairment test of
goodwill and indefinite-lived intangible assets as of January 1, 2002, needed to
be performed. Thereafter, impairment tests must be performed annually or more
frequently if there are triggering events. If the initial test resulted in
impairment, an adjustment was to be recorded in net income as a cumulative
effect of a change in accounting principle (net of tax). Impairment losses after
the initial adoption impairment are to be recorded as part of income from
continuing operations.
During the second quarter of 2002, the company completed its initial review of
goodwill and recorded a cumulative effect of a change in accounting principle
charge of $2,944, effective January 1, 2002, to reduce the carrying value of its
goodwill. Agriculture & Nutrition accounts for $2,866 of this noncash impairment
loss, and Textiles & Interiors accounts for the remaining $78. As there is no
tax benefit associated with this charge (goodwill arose in connection with the
acquisition of stock versus a purchase of assets), both the pretax and after-tax
amounts are the same.
F-15
E. I. DU PONT DE NEMOURS AND COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN MILLIONS, EXCEPT PER SHARE)
A variety of fair valuation methods were used in measuring for impairment,
including discounted net cash flow and comparable company multiples of revenues
and EBITDA (earnings before interest, taxes, depreciation and amortization). The
primary factors that resulted in the impairment charge in Agriculture &
Nutrition were the difficult economic environment in the agriculture sector,
slower than expected development of and access to traits based on biotechnology,
and a slower than expected rate of acceptance by the public of new agricultural
products based on biotechnology. While the original strategic intent of the
Textiles & Interiors commercial flooring business has not changed, the
realization of the economic benefits from the business has been limited by poor
economic conditions, particularly in the commercial office sector, and lower
than expected margins in the competitive distribution market. These factors
contributed to goodwill impairment in this segment. No impairment charge was
appropriate for either of these businesses under the FASB's previous impairment
standard, which was based on undiscounted cash flows.
On January 1, 2001, the company adopted SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities," as amended. The adoption of SFAS No. 133
resulted in a cumulative effect of a change in accounting principle benefit of
$19 ($11 after-tax). The primary component of this gain is related to the
company's position in certain stock warrants, which were previously accounted
for as available-for-sale securities for which changes in fair value had been
reflected in Accumulated Other Comprehensive Income (Loss). The company also
recorded a pretax increase to Accumulated Other Comprehensive Income (Loss) of
$10 ($6 after-tax). The increase in Accumulated Other Comprehensive Income
(Loss) is primarily due to unrealized gains in agricultural commodity hedging
programs.
10. EARNINGS PER SHARE OF COMMON STOCK
Basic earnings per share is computed by dividing income available to common
stockholders (the numerator) by the weighted-average number of common shares
(the denominator) for the period. Net income (loss) is adjusted by preferred
dividends of $10 in 2002, 2001, and 2000 in reaching income available to common
stockholders. For diluted earnings per share, the numerator is adjusted to
recognize reduced share of earnings assuming options in subsidiary company stock
are exercised, if the effect of this adjustment is dilutive. The denominator is
based on the following weighted-average number of common shares and includes the
additional common shares that would have been outstanding if potentially
dilutive common shares had been issued:
--------------------------------------------------------------------------------
2002 2001 2000
--------------------------------------------------------------------------------
Basic 994,355,229 1,035,992,748 1,043,358,416
Diluted 998,737,040 1,041,164,629 1,051,042,524
================================================================================
Average stock options of 53,988,901, 41,302,525 and 29,814,855 are antidilutive
as the exercise price is greater than the average market price for the period
and, therefore, are not included in the diluted earnings per share calculation
for the years 2002, 2001 and 2000, respectively.
Treasury stock and shares held by the Flexitrust are not considered as
outstanding in computing the weighted-average number of common shares. During
2001, shares in the Flexitrust were depleted and the trust arrangement was
terminated.
11. ACCOUNTS AND NOTES RECEIVABLE
--------------------------------------------------------------------------------
December 31 2002 2001
--------------------------------------------------------------------------------
Trade - net of allowances of $194 in 2002
and $198 in 2001 $2,913 $2,914
Miscellaneous 971 989
--------------------------------------------------------------------------------
$3,884 $3,903
================================================================================
Accounts and notes receivable are carried at amounts that approximate fair value
and include amounts due from equity affiliates of $176 for 2002 and $161 for
2001.
In 2000, the company entered into an accounts receivable securitization program
to sell an interest in a revolving pool of its trade accounts receivable.
Proceeds received in 2000 were $610 and were reflected as a reduction in trade
accounts receivable. In 2002, the company implemented a commercial paper conduit
financing program to reduce the financing costs of the accounts receivable
securitization program by gaining direct access to the asset backed commercial
paper market. As currently structured, the company sells certain trade
receivables on a non-recourse basis to a consolidated company, which in turn
sells an interest in those receivables to a qualified special purpose entity.
This entity then sells the interest it purchased in those receivables to the
commercial paper conduit. The revolving balance under this program totaled $445
at December 31, 2002 and $468 at December 31, 2001. Expenses incurred in
connection with the accounts receivable securitization program totaled $10, $27
and $16 in 2002, 2001 and 2000, respectively, and are included in Other Income.
Miscellaneous receivables include an overcollateralization of $214 and $130 at
December 31, 2002 and 2001, respectively, provided for under terms of the
program.
F-16
E. I. DU PONT DE NEMOURS AND COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN MILLIONS, EXCEPT PER SHARE)
12. INVENTORIES
--------------------------------------------------------------------------------
December 31 2002 2001
--------------------------------------------------------------------------------
Finished products $ 2,734 $ 2,652
Semifinished products 1,239 1,185
Raw materials and supplies 880 844
--------------------------------------------------------------------------------
4,853 4,681
Adjustment of inventories to a LIFO basis (444) (466)
--------------------------------------------------------------------------------
$ 4,409 $ 4,215
================================================================================
Inventory values, before LIFO adjustment, are generally determined by the
average cost method, which approximates current cost. Excluding Pioneer,
inventories valued under the LIFO method comprised 79 percent of consolidated
inventories before LIFO adjustment at December 31, 2002 and 2001. Pioneer
inventories of $826 and $745 at December 31, 2002 and 2001, respectively, were
valued under the FIFO method.
13. PROPERTY, PLANT AND EQUIPMENT
--------------------------------------------------------------------------------
December 31 2002 2001
--------------------------------------------------------------------------------
Buildings $ 4,366 $ 4,275
Equipment 27,663 27,842
Land 477 453
Construction 1,226 1,208
--------------------------------------------------------------------------------
$33,732 $33,778
================================================================================
Property, Plant and Equipment includes gross assets acquired under capital
leases of $128 and $142 at December 31, 2002 and 2001, respectively; related
amounts included in accumulated depreciation were $54 and $67 at December 31,
2002 and 2001, respectively.
14. GOODWILL AND OTHER INTANGIBLE ASSETS
GOODWILL:
Upon adoption of SFAS No. 142 on January 1, 2002, amortization of goodwill was
discontinued. Changes in Goodwill for the period ended December 31, 2002 were as
follows:
[Enlarge/Download Table]
---------------------------------------------------------------------------------------------------------------------------
Balance Goodwill Balance
as of Assembled Adjustments Cumulative as of
December 31, Workforce and Effect of December 31,
2001 Reclassification Acquisitions Adoption 2002
---------------------------------------------------------------------------------------------------------------------------
Agriculture & Nutrition $2,891 $55(1) $153(2) $(2,866) $233
Coatings & Color Technologies 711 -- 7 -- 718
Electronic & Communication Technologies 40 -- 77(3) -- 117
Performance Materials 2 -- -- -- 2
Pharmaceuticals -- -- -- -- --
Safety & Protection 12 -- 73(3) -- 85
Textiles & Interiors 88 -- -- (78) 10
Other 2 -- -- -- 2
---------------------------------------------------------------------------------------------------------------------------
$3,746 $55 $310 $(2,944) (4) $1,167
===========================================================================================================================
(1) Reclassification of assembled workforce required upon adoption of SFAS No.
142 and consists of a gross asset of $113, net of $24 in accumulated
amortization and $34 in deferred taxes.
(2) Primarily attributable to the allocation of purchase price related to the
acquisition of Liqui-Box Corporation. (See Note 26)
(3) Primarily attributable to a preliminary allocation of purchase price
related to the recent acquisition of ChemFirst, Inc. (See Note 26)
(4) See Note 9 for additional information regarding the cumulative effect of a
change in accounting principle related to the adoption of SFAS No. 142.
F-17
E. I. DU PONT DE NEMOURS AND COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN MILLIONS, EXCEPT PER SHARE)
OTHER INTANGIBLE ASSETS:
The adoption of SFAS No. 142 established two broad categories of intangible
assets: definite-lived intangible assets which are subject to amortization and
indefinite-lived intangible assets which are not subject to amortization. The
gross carrying amounts and accumulated amortization in total and by major class
of other intangible assets are as follows:
[Enlarge/Download Table]
---------------------------------------------------------------------------------------------------------------------------
DECEMBER 31, 2002
---------------------------------------------------------------------------------------------------------------------------
Accumulated
Gross Amortization Net
---------------------------------------------------------------------------------------------------------------------------
INTANGIBLE ASSETS SUBJECT TO AMORTIZATION (DEFINITE-LIVED)
---------------------------------------------------------------------------------------------------------------------------
Purchased technology $2,378 $(785) $1,593
Patents 77 (22) 55
Trademarks 55 (9) 46
Other(1) 395 (126) 269
---------------------------------------------------------------------------------------------------------------------------
2,905 (942) 1,963
---------------------------------------------------------------------------------------------------------------------------
INTANGIBLE ASSETS NOT SUBJECT TO AMORTIZATION (INDEFINITE-LIVED)
---------------------------------------------------------------------------------------------------------------------------
Trademarks/Tradenames 171(2) -- 171
Pioneer Germplasm(3) 975(4) -- 975
---------------------------------------------------------------------------------------------------------------------------
1,146 -- 1,146
$4,051 $(942) $3,109
===========================================================================================================================
---------------------------------------------------------------------------------------------------------------------------
December 31, 2001
---------------------------------------------------------------------------------------------------------------------------
Accumulated
Gross Amortization Net
---------------------------------------------------------------------------------------------------------------------------
INTANGIBLE ASSETS SUBJECT TO AMORTIZATION (DEFINITE-LIVED)
---------------------------------------------------------------------------------------------------------------------------
Purchased technology $2,336 $(610) $1,726
Patents 53 (25) 28
Trademarks 49 (7) 42
Other(1) 213 (79) 134
---------------------------------------------------------------------------------------------------------------------------
2,651 (721) 1,930
---------------------------------------------------------------------------------------------------------------------------
INTANGIBLE ASSETS NOT SUBJECT TO AMORTIZATION (INDEFINITE-LIVED)
---------------------------------------------------------------------------------------------------------------------------
Assembled workforce(5) 113 (24) 89
Trademarks/Tradenames 168 (11) 157
Pioneer Germplasm(3) 1,041 (66) 975
---------------------------------------------------------------------------------------------------------------------------
1,322 (101) 1,221
$3,973 $(822) $3,151
===========================================================================================================================
(1) Primarily consists of sales and grower networks, customer lists, marketing
and manufacturing alliances, mineral rights and noncompetition agreements.
(2) Includes carrying value of $157 at adoption of SFAS No. 142.
(3) Pioneer germplasm is the pool of genetic source material and body of
knowledge gained from the development and delivery stage of plant breeding.
The company recognized germplasm as an intangible asset upon the
acquisition of Pioneer Hi-Bred International, Inc. This intangible asset is
expected to contribute to cash flows beyond the foreseeable future and
there are no legal, regulatory, contractual, or other factors which limit
its useful life. Prior to the adoption of SFAS No. 142, the company
amortized germplasm on a straight-line basis over a period of forty years,
the maximum period previously allowed under generally accepted accounting
principles.
(4) Represents carrying value at adoption of SFAS No. 142.
(5) Reclassified as goodwill upon adoption of SFAS No. 142.
F-18
E. I. DU PONT DE NEMOURS AND COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN MILLIONS, EXCEPT PER SHARE)
The aggregate amortization expense for definite-lived intangible assets was $218
for 2002, and is estimated to be $216, $207, $204, $187, and $173 for each of
the next five years, respectively.
PRO FORMA EFFECTS OF ADOPTION OF SFAS NO. 142:
The following data is provided to assist users of financial statements in making
meaningful comparisons between 2002 data and the years preceding the adoption of
SFAS No. 142.
Amortization expense of $183 (pretax) and $166 (after-tax) was recorded in 2001,
and $185 (pretax) and $168 (after-tax) was recorded in 2000 related to goodwill
and indefinite-lived intangible assets that are no longer being amortized due to
adoption of SFAS No. 142. Segment detail related to these amounts (after-tax) is
shown below:
--------------------------------------------------------------------------------
Segment 2001 2000
--------------------------------------------------------------------------------
Agriculture & Nutrition $108 $109
Coatings & Color Technologies 40 40
Electronic & Communication Technologies 4 4
Performance Materials 1 1
Pharmaceuticals 4* 6
Safety & Protection 1 1
Textiles & Interiors 8 7
--------------------------------------------------------------------------------
$166 $168
================================================================================
* Represents amortization prior to divestiture of DuPont Pharmaceuticals, which
occurred on October 1, 2001.
The following table provides a reconciliation of reported Net Income (Loss) to
adjusted Net Income (Loss) and reported Earnings (Loss) per share to adjusted
Earnings (Loss) per share amounts for the years 2000 through 2002 as if the
nonamortization provisions of SFAS No. 142 had been applied as of January 1,
2000:
--------------------------------------------------------------------------------
2002 2001 2000
--------------------------------------------------------------------------------
Reported net income (loss) $(1,103) $ 4,339 $ 2,314
Add back: Goodwill amortization -- 140 141
Add back: Equity method goodwill
amortization -- 7 8
Add back: Indefinite-lived
intangible asset amortization -- 19 19
--------------------------------------------------------------------------------
Adjusted net income (loss) $(1,103) $ 4,505 $ 2,482
--------------------------------------------------------------------------------
Basic earnings (loss) per share
Reported net income (loss) $ (1.12) $ 4.18 $ 2.21
Add back: Goodwill amortization -- 0.13 0.13
Add back: Equity method goodwill
amortization -- 0.01 0.01
Add back: Indefinite-lived
intangible asset amortization -- 0.02 0.02
--------------------------------------------------------------------------------
$ (1.12) $ 4.34 $ 2.37
--------------------------------------------------------------------------------
Diluted earnings (loss) per share
Reported net income (loss) $ (1.11) $ 4.16 $ 2.19
Add back: Goodwill amortization -- 0.13 0.13
Add back: Equity method goodwill
amortization -- 0.01 0.01
Add back: Indefinite-lived
intangible asset amortization -- 0.02 0.02
--------------------------------------------------------------------------------
$ (1.11) $ 4.32 $ 2.35
================================================================================
F-19
E. I. DU PONT DE NEMOURS AND COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN MILLIONS, EXCEPT PER SHARE)
15. SUMMARIZED FINANCIAL INFORMATION FOR AFFILIATED COMPANIES
Summarized combined financial information for affiliated companies for which the
equity method of accounting is used (see Note 1, Basis of Consolidation) is
shown on a 100 percent basis. The most significant of these affiliates at
December 31, 2002, are DuPont Dow Elastomers LLC, DuPont Teijin Films, DuPont
Sabanci Polyester Europe B.V. and DuPont-Sabanci International, LLC, all of
which are owned 50 percent by DuPont. Dividends received from equity affiliates
were $84 in 2002, $50 in 2001 and $180 in 2000.
--------------------------------------------------------------------------------
Year Ended December 31
--------------------------------------------------------------------------------
Results of operations 2002 2001 2000
--------------------------------------------------------------------------------
Net sales(1) $6,850 $7,071 $7,615
Earnings (losses) before income taxes 133 (124) 728
Net income (loss) 17 (213) 620
--------------------------------------------------------------------------------
DuPont's equity in earnings (losses)
of affiliates:
Partnerships(2) $ 45 $ (21) $ 153
Corporate joint ventures
(after income taxes) (9) (22) 136
--------------------------------------------------------------------------------
$ 36 $ (43) $ 289
================================================================================
(1) Includes sales to DuPont of $911 in 2002, $799 in 2001 and $884 in 2000.
(2) Income taxes are reflected in the company's provision for income tax.
--------------------------------------------------------------------------------
Financial position at December 31 2002 2001
--------------------------------------------------------------------------------
Current assets $3,568 $3,514
Noncurrent assets 5,855 5,913
--------------------------------------------------------------------------------
Total assets $9,423 $9,427
--------------------------------------------------------------------------------
Short-term borrowings* $1,178 $1,160
Other current liabilities 1,752 1,731
Long-term borrowings* 1,199 1,340
Other long-term liabilities 586 686
--------------------------------------------------------------------------------
Total liabilities $4,715 $4,917
--------------------------------------------------------------------------------
DuPont's investment in affiliates (includes advances) $2,047 $2,045
================================================================================
* DuPont's pro rata interest in total borrowings was $1,098 in 2002 and $1,219
in 2001 of which $681 in 2002 and $716 in 2001 were guaranteed by the
company. These amounts are included in the guarantees disclosed in Note 23.
16. OTHER ASSETS
--------------------------------------------------------------------------------
December 31 2002 2001
--------------------------------------------------------------------------------
Prepaid pension cost* $ 146 $2,454
Intangible pension asset* 405 10
Long-term investments in securities 143 156
Deferred income taxes (see Note 8) 441 313
Miscellaneous 418 356
--------------------------------------------------------------------------------
$1,553 $3,289
================================================================================
* Changes reflect the adjustments required as the fair market value of pension
plan assets is less than the accumulated benefit obligation at December 31,
2002.
Included within long-term investments in securities are securities for which
market values are not readily available of $110 and $108 at December 31, 2002
and 2001, respectively. Also included in long-term investments in securities are
securities classified as available-for-sale as follows:
--------------------------------------------------------------------------------
December 31 2002 2001
--------------------------------------------------------------------------------
Cost $45 $43
Gross unrealized gains 4 7
Gross unrealized losses (16) (2)
--------------------------------------------------------------------------------
Fair value $33 $48
================================================================================
2002 and 2001 proceeds from the sale of equity securities were not material.
During 2000 proceeds from the sale of equity securities totaled $220, with gross
realized gains of $195. In addition, the company had gross realized losses of
$342 in 2000.
17. ACCOUNTS PAYABLE
--------------------------------------------------------------------------------
December 31 2002 2001
--------------------------------------------------------------------------------
Trade payables $1,859 $1,565
Payables to banks 160 169
Compensation awards 200 111
Miscellaneous 508 374
--------------------------------------------------------------------------------
$2,727 $2,219
================================================================================
Trade payables includes $178 for 2002 and $113 for 2001 due to equity
affiliates. Payables to banks represent checks issued on certain disbursement
accounts but not presented to the banks for payment. The reported amounts shown
above approximate fair value because of the short-term maturity of these
obligations.
18. SHORT-TERM BORROWINGS AND CAPITAL LEASE OBLIGATIONS
--------------------------------------------------------------------------------
December 31 2002 2001
--------------------------------------------------------------------------------
Commercial paper $ 668 $ 75
Bank borrowings-non-U.S 289 245
Medium-term notes payable within one year 200 65
Long-term borrowings payable within one year -- 1,050
Industrial development bonds payable on demand 26 26
Capital lease obligations 2 3
--------------------------------------------------------------------------------
$1,185 $1,464
================================================================================
The estimated fair value of the company's short-term borrowings, including
interest rate financial instruments, based on quoted market prices for the same
or similar issues, or on current rates offered to the company for debt of the
same remaining maturities, was $1,200 and $1,500 at December 31, 2002 and 2001,
respectively. The change in estimated fair value in 2002 was primarily due to a
decrease in short-term borrowings.
F-20
E. I. DU PONT DE NEMOURS AND COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN MILLIONS, EXCEPT PER SHARE)
Unused short-term bank credit lines were approximately $3,900 and $3,800 at
December 31, 2002 and 2001, respectively. These lines support short-term
borrowings.
The weighted-average interest rate on short-term borrowings outstanding at
December 31, 2002 and 2001, was 3.5 percent and 7.6 percent, respectively.
19. OTHER ACCRUED LIABILITIES
--------------------------------------------------------------------------------
December 31 2002 2001
--------------------------------------------------------------------------------
Payroll and other employee-related costs $ 663 $ 546
Accrued postretirement benefits cost (see Note 27) 400 423
Miscellaneous 2,074 2,120
--------------------------------------------------------------------------------
$3,137 $3,089
================================================================================
Miscellaneous other accrued liabilities principally includes employee separation
costs in connection with the company's restructuring programs, advance customer
payments, discounts and rebates, accrued environmental remediation costs
(short-term), and forward hedge liabilities.
20. LONG-TERM BORROWINGS AND CAPITAL LEASE OBLIGATIONS
--------------------------------------------------------------------------------
December 31 2002 2001
--------------------------------------------------------------------------------
U.S. dollar:
Industrial development bonds due 2007-2029 $ 309 $ 332
Medium-term notes due 2005-2048(1,2) 396 597
6.75% notes due 2004(2) 958 998
8.13% notes due 2004(2) 328 327
8.25% notes due 2006(2) 217 251
6.75% notes due 2007 487 499
3.375% notes due 2007(2) 412 --
5.88% notes due 2009(2) 453 404
6.88% notes due 2009 881 990
4.75% notes due 2012 400 --
8.25% debentures due 2022(2) -- 49
7.95% debentures due 2023(2) 38 40
6.50% debentures due 2028 298 298
7.50% debentures due 2033(2) 23 24
Other loans (various currencies) due 2004-2009 398 494
Capital lease obligations 49 47
--------------------------------------------------------------------------------
$5,647 $5,350
================================================================================
(1) Average interest rates at December 31, 2002 and 2001, were 4.3 percent and
4.9 percent, respectively.
(2) The company has outstanding interest rate swap agreements with notional
amounts totaling $1,871. Over the remaining terms of the notes and
debentures, the company will receive fixed payments equivalent to the
underlying debt and pay floating payments based on U.S. dollar LIBOR or
commercial paper rates. The fair value of the swaps at December 31, 2002
and 2001, was $120 and $23, respectively.
Average interest rates on industrial development bonds and on other loans
(various currencies) were 5.8 percent and 5.7 percent, respectively, at December
31, 2002 and were 5.9 percent and 5.0 percent, respectively, at December 31,
2001.
Maturities of long-term borrowings, together with sinking fund requirements, are
$1,405, $203, $245 and $918 for the years 2004, 2005, 2006 and 2007,
respectively, and $2,827 thereafter.
The estimated fair value of the company's long-term borrowings, including
interest rate financial instruments, based on quoted market prices for the same
or similar issues or on current rates offered to the company for debt of the
same remaining maturities, was $6,200 and $5,600 at December 31, 2002 and 2001,
respectively. The change in estimated fair value in 2002 was primarily due to
lower interest rates.
21. OTHER LIABILITIES
--------------------------------------------------------------------------------
December 31 2002 2001
--------------------------------------------------------------------------------
Accrued postretirement benefits cost (see Note 27) $5,228 $5,210
Reserves for employee-related costs 2,473 1,012
Accrued environmental remediation costs 299 307
Miscellaneous 770 807
--------------------------------------------------------------------------------
$8,770 $7,336
================================================================================
22. MINORITY INTERESTS
In 2001, the company received proceeds of $2,037 from entering into two minority
interest transactions. Costs incurred in connection with these transactions
totaled $42 and are being amortized on a straight-line basis over a five-year
period to Minority Interests in Earnings of Consolidated Subsidiaries in the
Consolidated Income Statement. The net proceeds adjusted for amortized costs are
reported as Minority Interests in the Consolidated Balance Sheet.
The minority investors earn a preferred, cumulative adjustable return on their
investment. The after-tax distribution reflected in Minority Interests in
Earnings of Consolidated Subsidiaries for 2002 and 2001 was $36 and $14,
respectively, reflecting a preferred return of 1.8 and 2.9 percent,
respectively.
In addition, amortized costs (net of taxes) of $5 in 2002 and $2 in 2001 were
reported in Minority Interests in Earnings of Consolidated Subsidiaries.
The legal structure, in each case, for the above transactions involved creating
new consolidated limited liability companies with separate assets and
liabilities. DuPont contributed cash as part of the capital structure and assets
that provide security for
F-21
E. I. DU PONT DE NEMOURS AND COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN MILLIONS, EXCEPT PER SHARE)
the repayment of capital to the unrelated minority investors. The assets
involved remain on the company's Consolidated Balance Sheet and continue to be
managed by the company. In addition, the company manages the new companies and
generally has the right to dispose of their assets for fair value and substitute
cash, or other assets of equal value, as security to the minority investors,
provided the minority investors consent to the substitution. Secured assets
included in the above transactions are real estate, nonstrategic operating
assets, and equity securities in certain consolidated companies. Minority
investors have certain additional rights for the repayment of capital as a
result of certain loans made by the limited liability companies.
The company has the option to redeem some or all of the minority interests in
both transactions at any time. In limited circumstances, such as nonpayment of
the preferred return, the minority investors can require the sale of the assets
in the new companies. By 2006, the minority investors' adjustable returns may be
renegotiated at the request of the company or the minority investors. If
agreement on the adjustable returns is not reached, the company will redeem the
minority interests or remarket them to other third parties.
23. COMMITMENTS AND CONTINGENT LIABILITIES
GUARANTEES
In November 2002, the FASB issued FIN No. 45, "Guarantor's Accounting and
Disclosure requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others." The company has adopted the disclosure requirements of
the Interpretation as of December 31, 2002. Disclosures about each group of
similar guarantees are provided below:
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 varies (30 days to 10
years) by product. The estimated product warranty liability for the company's
products as of December 31, 2002 is $22. The company has recourse provisions for
certain products that would enable recovery from third parties for amounts paid
under the warranty. 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.
Set forth below is a reconciliation of the company's estimated product warranty
liability for 2002:
--------------------------------------------------------------------------------
Balance - January 1, 2002 $ 18
Settlements (Cash & In Kind) (29)
Aggregate Changes - issued 2002 31
Aggregate Changes - preexisting 2
--------------------------------------------------------------------------------
Balance - December 31, 2002 $ 22
================================================================================
INDEMNIFICATIONS
In connection with the sale of company assets and businesses the company has
indemnified respective buyers against certain liabilities that may arise in
connection with the sales transactions and business activities prior to the
ultimate closing of the sale. The term of these indemnifications, which
typically pertain to environmental, tax, and product liabilities, is generally
indefinite. If the indemnified party were to incur a liability or have a
liability increase as a result of a successful claim, pursuant to the terms of
the indemnification, the company would be required to reimburse the buyer. The
maximum amount of future payments is generally unlimited. The carrying amount
recorded for all indemnifications as of December 31, 2002 is $31. 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.
DEBT OBLIGATIONS
The company has directly guaranteed various debt obligations under agreements
with third parties related to subsidiaries, equity affiliates, and other
unaffiliated companies. At December 31, 2002, the company had directly
guaranteed $1,772 of such obligations not including the guarantees of certain
obligations and liabilities of Conoco, Inc. as discussed below. This represents
the maximum potential amount of future (undiscounted) payments that the company
could be required to make under the guarantees.
Of the $1,772 directly guaranteed obligations, $728 is for short-term (less than
one year) bank obligations to subsidiaries, $100 is for long-term (1-6 years)
bank obligations to subsidiaries (subsidiary bank obligations includes
approximately $250 of bank borrowings to subsidiaries, which are recorded as
debt in the
F-22
E. I. DU PONT DE NEMOURS AND COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN MILLIONS, EXCEPT PER SHARE)
company's Consolidated Financial Statements), $58 is for short-term (less than
one year) bank loans to external customers, $45 is for long-term (1-5 years)
bank loans to external customers, $309 is for short-term (less than one year)
bank borrowings to equity affiliates, $333 is for long-term (1-6 years) bank
borrowings to equity affiliates, $103 is for historical obligations of a
previously divested subsidiary (term 7 years), $30 is for revenue bonds (1-12
years), and $66 is for leases on equipment and facilities for external
customers, equity affiliates, and subsidiaries. Existing guarantees for external
customers arose as part of contractual sales agreements. Existing guarantees for
subsidiaries and equity affiliates arose for liquidity needs in normal
operations. The company would be required to perform on these guarantees in the
event of default by the guaranteed party. In certain cases, the company has
recourse to assets held as collateral as well as personal guarantees from
external customers. Assuming liquidation, these assets are estimated to cover
approximately 30 percent of the $111 of guaranteed obligations of external
customers. No material loss is anticipated by reason of such agreements and
guarantees. At December 31, 2002, the company has no liabilities recorded for
these obligations other than subsidiary bank borrowings of approximately $250,
which are recorded as debt in the company's Consolidated Financial Statements.
In addition, the company has historically guaranteed certain obligations and
liabilities of Conoco, Inc., its subsidiaries and affiliates, which totaled
$251, plus interest, at December 31, 2002. Conoco has indemnified the company
for any liabilities the company may incur pursuant to these guarantees. 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. No material loss is anticipated by reason
of such agreements and guarantees. At December 31, 2002, the company has no
liabilities recorded for these obligations.
OPERATING LEASES
The company uses various leased facilities and equipment in its operations. The
terms for these leased assets vary depending on the lease agreement.
The company has synthetic lease programs that are used primarily for the sale
and leaseback of corporate aircraft, rail cars and other equipment, as well as a
manufacturing facility in Singapore. In addition, the company has entered into
agreements to lease, upon completion, manufacturing and warehousing facilities.
In connection with the synthetic lease programs, the company had residual value
guarantees in the amount of $335 at December 31, 2002. The company's future
payments cannot exceed the minimum rent obligation plus the residual value
guarantee amount. 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 December
31, 2002, 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.
Future minimum lease payments (including residual value guarantee amounts) under
noncancelable operating leases are $544, $176, $138, $100, and $80 for the years
2003, 2004, 2005, 2006, and 2007, respectively, and $211 for subsequent years,
and are not reduced by noncancelable minimum sublease rentals due in the future
in the amount of $19. Net rental expense under operating leases was $247 in
2002, $233 in 2001, and $221 in 2000.
ACCOUNTS RECEIVABLE SECURITIZATION PROGRAM (SEE NOTE 11)
In 2000, the company initiated an accounts receivable securitization program to
sell an interest in a revolving pool of trade accounts receivable. In 2002, the
company implemented a commercial paper conduit financing program to reduce the
financing costs of the company's existing accounts receivable securitization
program by gaining direct access to the asset backed commercial paper market. As
currently structured, the company sells certain trade receivables on a
non-recourse basis to a consolidated company, which in turn sells an interest in
those receivables to a qualified special purpose entity (QSPE). The QSPE then
sells the interest it purchased in those receivables to the commercial paper
conduit. The conduit issues notes secured by that interest to third party
investors. These notes are backed by a 364-day liquidity support agreement. The
company was committed to provide up to 25 percent or $128 of this liquidity
support at December 31, 2002. At December 31, 2002, the company had no
liabilities recorded for these obligations.
LITIGATION
The company is subject to various lawsuits and claims arising out of the normal
course of business. These lawsuits and claims include actions based on alleged
exposures to products, intellectual property and environmental matters; and
contract and antitrust claims. The ultimate effect on future financial results
is
F-23
E. I. DU PONT DE NEMOURS AND COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN MILLIONS, EXCEPT PER SHARE)
not subject to reasonable estimation because considerable uncertainty exists as
to the final outcome of these lawsuits and claims in the opinion of company
counsel. However, while the ultimate liabilities resulting from such lawsuits
and claims may be significant to results of operations in the period recognized,
management does not anticipate they will have a material adverse effect on the
company's consolidated financial position or liquidity.
BENLATE(R)
In 1991, DuPont began receiving claims by growers that use of Benlate(R) 50 DF
fungicide had caused crop damage. As indicated in the table below, DuPont has
since been served with several hundred lawsuits, most of which have been
disposed of through trial, dismissal or settlement.
--------------------------------------------------------------------------------
Status of Cases
--------------------------------------------------------------------------------
2002 2001 2000
--------------------------------------------------------------------------------
Filed 2 10 19
Resolved 5 16 45
Pending, as of December 31 104 107 113
================================================================================
Twenty of the 104 cases pending against the company at December 31, 2002, were
filed by growers who allege plant damage from using Benlate(R) 50 DF and, in
some cases, Benlate(R) WP. Fifty of the pending cases seek to reopen settlements
with the company by alleging that the company committed fraud and misconduct, as
well as violations of federal and state racketeering laws. Five of the pending
cases include claims for alleged personal injuries arising from exposure to
Benlate(R) 50 DF and/or Benlate(R) WP. Twenty-eight of the pending cases include
claims for alleged damage to shrimping operations from Benlate(R) OD. Finally,
one of the cases pending is a securities fraud class action.
In August 2001, a Florida jury found DuPont liable under Florida's racketeering
statute and for product defect involving alleged crop damage. In March 2002,
pursuant to DuPont's motion, the judge withdrew the jury's finding of liability
under the racketeering statute and entered judgment for the plaintiffs in the
approximate amount of $29. The judgment was later reduced to $26; DuPont has
appealed. The company has concluded that it is not probable that the adverse
judgment in this case will ultimately be upheld; therefore, DuPont has not
established a reserve for this matter. The remaining crop cases are in various
stages of development, principally in trial and appellate courts in Florida.
Certain plaintiffs who previously settled with the company seek to reopen their
settlements through cases alleging fraud and other misconduct relating to the
litigation and settlement of their Benlate(R) 50 DF claims. In January 2003, the
company settled nine cases, involving twenty plaintiffs, that had been pending
in state court in Florida (the table above does not reflect these settlements).
These cases alleged that the company and its counsel had committed fraud and
misconduct in connection with the settlement of these plaintiffs' claims in
1996. The company believes that by settling these lawsuits, it has resolved the
most significant of the reopener cases that would have involved claims for
punitive damages. In the reopener cases still pending after January 2003, the
Florida federal court dismissed the lead case of the twenty-eight reopener cases
pending before it. Plaintiffs have appealed. Thirteen other reopener cases are
in various stages of development in trial and appellate courts in Florida and
Hawaii.
There are currently five cases involving allegations that Benlate(R) caused
birth defects to children exposed in utero. One case was tried in Florida, which
resulted in a verdict of $4 against DuPont. The verdict was reversed at the
intermediate appellate level because the plaintiffs' scientific support for
causation was insufficient. The plaintiffs have appealed to the Florida Supreme
Court. The federal court in West Virginia dismissed another case on the same
grounds of insufficient scientific support for causation. It has been appealed
to the Fourth Circuit Court of Appeals. Six of the eight plaintiffs in the
remaining three cases were dismissed as their cases were not timely filed. Two
of these cases have been appealed to the Delaware Supreme Court. The remaining
case is scheduled for trial in Delaware in June 2003.
The twenty-eight cases involving damage to shrimp are pending against the
company in State Court in Broward County, Florida. These cases were brought by
Ecuadorian shrimp farmers who allege that Benlate(R) OD that was applied to
banana plantations in Ecuador ran-off and was deposited in the plaintiffs'
shrimp farms, causing massive numbers of shrimp to die. Two cases were tried in
the fall of 2000 and in early 2001, which resulted in adverse judgments of
approximately $14 in each case. DuPont contends that the injuries alleged are
attributable to a virus, Taura Syndrome Virus, and in no way involve Benlate(R)
OD. The company has appealed both cases. DuPont has not established an accrual
for either case because the company has concluded that it is not probable that
the adverse judgments ultimately will
F-24
E. I. DU PONT DE NEMOURS AND COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN MILLIONS, EXCEPT PER SHARE)
be upheld. The twenty-six untried cases are on hold pending the resolution of
the appeal of the case tried in the fall of 2000. Oral arguments on this appeal
took place at the intermediate appellate court in October 2002.
A securities fraud class action was filed in September 1995 by a shareholder in
federal district court in Florida against the company and the then-Chairman.
This action is still pending. The plaintiffs in this case allege that DuPont
made false and misleading statements and omissions about Benlate(R) 50 DF, with
the alleged effect of inflating the price of DuPont's stock between June 19,
1993, and January 27, 1995. The district court has certified the case as a class
action. Discovery has concluded. Trial is set for June 2003.
DuPont believes that Benlate(R) did not cause the damages alleged in these cases
and denies the allegations of fraud and misconduct. DuPont continues to defend
itself in ongoing matters. To date, DuPont has incurred costs and expenses of
approximately $1,700 associated with these matters, of which approximately $200
has been recovered through insurance. The company has established reserves in
its financial statements to cover estimated future costs. During fourth quarter
2002, the company recorded a charge of $80 to increase its litigation reserves
for Benlate(R). While management recognizes that it is reasonably possible that
additional losses may be incurred, a range of such losses cannot be reasonably
estimated at this time.
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 of 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. 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 December 31, 2002, the company's
Consolidated Balance Sheet included an accrued liability of $371 relating to
these matters and, in management's opinion, was appropriate based on existing
facts and circumstances. 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 December 31, 2002.
The average time frame over which the accrued or presently unrecognized amounts
may be paid out, based on past history, is estimated to be 15-20 years.
OTHER
In June, 1997, DuPont entered into contracts with Computer Sciences Corporation
(CSC) and Accenture LLP. CSC operates a majority of DuPont's global information
systems and technology infrastructure and provides selected applications and
software services. Accenture provides enterprise resource planning solutions
designed to enhance DuPont's manufacturing, marketing, distribution and customer
service. The total dollar value remaining under the contracts is $613. Minimum
payments due under the contracts are: $145, $141, $137, $134 and $56 for the
years 2003, 2004, 2005, 2006, and 2007, respectively.
The company has various purchase commitments for materials, supplies, and items
of permanent investment incident to the ordinary conduct of business. In the
aggregate, such commitments are not at prices in excess of current market.
24. STOCKHOLDERS' EQUITY
In 1998, the company's Board of Directors approved a program to purchase and
retire up to 20 million shares of DuPont common stock to offset dilution from
shares issued under compensation programs. In July 2000, the Board of Directors
approved an increase in the total number of shares remaining to be purchased
under the 1998 program from about 16 million shares to the total number of
shares of DuPont common stock that could
F-25
E. I. DU PONT DE NEMOURS AND COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN MILLIONS, EXCEPT PER SHARE)
be purchased for $2,500. These purchases were not limited to those needed to
offset dilution from shares issued under compensation programs. In 2002, the
company completed the 1998 program, purchasing 10.8 million shares for $470. In
addition, 43 million shares were purchased for $1,818 in 2001 and 9.5 million
shares for $462 in 2000. Of the $462 purchased in 2000, $212 applies to the
$2,500 updated program.
The company's Board of Directors authorized a new $2,000 share buyback plan in
June 2001. As of December 31, 2002, no shares were purchased under this program.
Additional Paid-In Capital includes $61 at December 31, 2002, 2001 and 2000,
related to amounts accrued for variable options. Shares held by the Flexitrust
were used to satisfy existing employee compensation and benefit programs. During
2001, shares in the Flexitrust were depleted and the trust arrangement was
terminated.
Set forth below is a reconciliation of common stock share activity for the three
years ended December 31, 2002:
--------------------------------------------------------------------------------
Held In
--------------------------------------------------------------------------------
Shares of common stock Issued Flexitrust Treasury
--------------------------------------------------------------------------------
Balance January 1, 2000 1,139,514,154 (7,342,245) (87,041,427)
--------------------------------------------------------------------------------
Issued 3,741,046
Treasury stock
Acquisition (9,540,800)
Retirement (9,540,800) 9,540,800
--------------------------------------------------------------------------------
Balance December 31, 2000 1,129,973,354 (3,601,199) (87,041,427)
--------------------------------------------------------------------------------
Issued 2,035,601 3,601,199
Treasury stock
Acquisition (43,014,166)
Retirement (43,014,166) 43,014,166
--------------------------------------------------------------------------------
Balance December 31, 2001 1,088,994,789 -- (87,041,427)
--------------------------------------------------------------------------------
Issued 2,805,484
Treasury stock
Acquisition (10,818,396)
Retirement (10,818,396) 10,818,396
--------------------------------------------------------------------------------
Balance December 31, 2002 1,080,981,877 -- (87,041,427)
================================================================================
The pretax, tax and after-tax effects of the components of Accumulated Other
Comprehensive Income (Loss) are shown below:
--------------------------------------------------------------------------------
Pretax Tax After-tax
--------------------------------------------------------------------------------
2002
Cumulative translation adjustment $ 61 $ -- $ 61
Net revaluation and clearance of
cash flow hedges to earnings (11) 4 (7)
Minimum pension liability adjustment (3,769) 1,237 (2,532)
Net unrealized losses on securities (17) 1 (16)
--------------------------------------------------------------------------------
Other comprehensive income (loss) $(3,736) $1,242 $(2,494)
--------------------------------------------------------------------------------
2001
Cumulative translation adjustment $ (19) $ -- $ (19)
Cumulative effect of a change in
accounting principle 10 (4) 6
Net revaluation and clearance of
cash flow hedges to earnings (52) 20 (32)
Minimum pension liability adjustment (26) 10 (16)
Net unrealized losses on securities (39) 15 (24)
--------------------------------------------------------------------------------
Other comprehensive income (loss) $ (126) $ 41 $ (85)
--------------------------------------------------------------------------------
2000
Cumulative translation adjustment $ (38) $ -- $ (38)
Minimum pension liability adjustment 7 (3) 4
Net unrealized losses on securities:
Unrealized losses arising in 2000 (187) 76 (111)
Reclassification adjustments for
net losses realized in 2000 145 (55) 90
--------------------------------------------------------------------------------
(42) 21 (21)
Other comprehensive income (loss) $ (73) $ 18 $ (55)
================================================================================
Balances of related after-tax components comprising Accumulated Other
Comprehensive Income (Loss) are summarized below:
--------------------------------------------------------------------------------
December 31 2002 2001 2000
--------------------------------------------------------------------------------
Cumulative translation adjustment $ -- $ (61) $ (42)
Cumulative effect of a change in
accounting principle -- 6 --
Net revaluation and clearance of
cash flow hedges to earnings (33)* (32) --
Minimum pension liability adjustment (2,724) (192) (176)
Net unrealized gains (losses)
on securities (10) 6 30
--------------------------------------------------------------------------------
$(2,767) $(273) $(188)
================================================================================
* Includes cumulative effect of prior year's adoption of SFAS No. 133.
25. COMPENSATION PLANS
From time to time, the Board of Directors has approved the adoption of worldwide
Corporate Sharing Programs. Under these programs, essentially all employees have
received a one-time grant to acquire shares of DuPont common stock at
F-26
E. I. DU PONT DE NEMOURS AND COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2002
(DOLLARS IN MILLIONS, EXCEPT PER SHARE)
the market price on the date of grant. Option terms are "fixed" and options are
generally exercisable one year after date of grant and expire 10 years from date
of grant. In January 2002, the Board of Directors approved a 2002 Bicentennial
Corporate Sharing Program and awarded, to all eligible employees, a one-time
"fixed and determinable" grant to acquire 200 shares of DuPont common stock at
the fair market value on the date of grant ($44.50 per share). During all but
the last six months of the ten-year option term, these options cannot be
exercised until a market price of $53.40 per share of DuPont common stock is
achieved for a period of five consecutive trading days. There are no additional
shares that may be subject to option under existing programs.
Stock option awards under the DuPont Stock Performance Plan may be granted to
key employees of the company and may be "fixed" and/or "variable." The purchase
price of shares subject to option is equal to or in excess of the market price
of the company's stock at the date of grant. Optionees are eligible for reload
options upon the exercise of stock options with the condition that shares
received from the exercise are held for at least two years. A reload option is
granted at the market price on the date of grant and has a term equal to the
remaining term of the original option. The maximum number of reload options
granted is limited to the number of shares subject to option in the original
option times the original option price divided by the option price of the reload
option. Generally, fixed options are fully exercisable from one to three years
after date of grant and expire 10 years from date of grant. Beginning in 1998,
shares otherwise receivable from the exercise of nonqualified options can be
deferred as stock units for a designated future delivery.
Variable stock option grants have been made to certain members of senior
management. These options are subject to forfeiture if, within five years from
the date of grant, the market price of DuPont common stock does not achieve a
price of $75 per share for 50 percent of the options and $90 per share for the
remaining 50 percent. This condition was met in 1998 for options with a $75 per
share hurdle price and, as a result, these options became "fixed" and
exercisable. This condition was never met for the options with a $90 per share
hurdle price and, as a result, these options were forfeited in January 2002.
The maximum number of shares that may be subject to option for any consecutive
five-year period is 72 million shares. Subject to this limit, additional shares
that may have been made subject to options were 31,243,286 for 2002, 40,458,505
for 2001 and 45,583,953 for 2000.
Under the DuPont Stock Performance Plan, awards granted to key employees in 2003
consisted of 10,285,250 fixed options to acquire DuPont common stock at the
market price ($37.75 per share) on the date of grant. These options vest over a
three-year period and, except for the last six months of the 10-year option
term, are exercisable when the market price of DuPont common stock exceeds the
option grant price by 20 percent.
The following table summarizes activity for fixed and variable options for the
last three years:
--------------------------------------------------------------------------------
Fixed Variable
--------------------------------------------------------------------------------
Number Weighted- Number Weighted-
of Average of Average
Shares Price Shares Price
--------------------------------------------------------------------------------
January 1, 2000 54,167,022 $41.39 1,914,850 $53.55
Granted* 14,587,726 $48.97 -- --
Exercised 3,004,920 $24.80 -- --
Forfeited 1,104,730 $55.22 52,950 $53.07
--------------------------------------------------------------------------------
December 31, 2000 64,645,098 $43.64 1,861,900 $53.56
--------------------------------------------------------------------------------
Granted 12,452,832 $43.30 -- --
Exercised 4,913,247 $20.65 -- --
Forfeited 886,601 $42.78 -- --
--------------------------------------------------------------------------------
December 31, 2001 71,298,082 $45.18 1,861,900 $53.56
--------------------------------------------------------------------------------
Granted 24,608,353 $43.65 -- --
Exercised 2,330,741 $25.19 -- --
Forfeited 1,318,085 $46.85 1,861,900 $53.56
--------------------------------------------------------------------------------
December 31, 2002 92,257,609 $45.25 -- --
================================================================================
* Includes 8,304,800 options related to a one-time stock option grant to
certain Pioneer employees. Fixed options exercisable and weighted-average
exercise prices at the end of the last three years and the weighted-average
fair values of fixed options granted are as follows:
--------------------------------------------------------------------------------
2002 2001 2000
--------------------------------------------------------------------------------
Number of shares at year-end 49,651,316 42,525,102 44,945,610
Weighted-avg. price at year-end $44.63 $43.67 $40.29
Weighted-avg. fair value of
options granted during year $11.01 $10.77 $13.40
================================================================================
The fair value of fixed options granted is calculated using the Black-Scholes
option pricing model. Assumptions used were as follows:
--------------------------------------------------------------------------------
2002 2001 2000
--------------------------------------------------------------------------------
Dividend yield 3.2% 3.2% 3.0%
Volatility 27.2% 26.4% 25.4%
Risk-free interest rate 4.9% 5.1% 6.1%
Expected life (years) 6.5 6.5 6.2
================================================================================
F-27
E. I. DU PONT DE NEMOURS AND COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN MILLIONS, EXCEPT PER SHARE)
The following table summarizes information concerning currently outstanding and
exercisable options:
--------------------------------------------------------------------------------
Exercise Exercise Exercise Exercise
Price Price Price Price
$21.91- $33.63- $50.50- $76.38-
December 31, 2002 $32.87 $50.44 $75.75 $82.09
--------------------------------------------------------------------------------
Fixed options
Options outstanding 12,129,035 48,320,236 31,762,352 45,986
Weighted-avg. remaining
contractual life (years) 1.92 8.18 5.11 3.83
Weighted-avg. price $26.91 $42.89 $55.79 $81.17
Options exercisable 12,129,035 11,534,848 25,941,447 45,986
Weighted-avg. price $26.91 $40.74 $54.57 $81.17
================================================================================
Restricted stock or stock units may also be granted as a component of
competitive long-term compensation. Grants are made very selectively to attract,
retain or reward individuals in specific situations. Typically, restricted stock
vests over periods ranging from two to five years. The number and
weighted-average grant-date fair value of restricted stock awards are as
follows:
--------------------------------------------------------------------------------
2002 2001 2000
--------------------------------------------------------------------------------
Number of restricted stock awards 184,300 12,200 204,541
Weighted-avg. grant-date fair value $42.63 $45.63 $43.32
================================================================================
Pretax compensation expense (benefit) recognized in income for stock-based
employee compensation awards was $5 for 2002, $3 for 2001 and $(27) for 2000.
Awards under the company's Variable Compensation Plan may be granted in stock
and/or cash to employees who have contributed most in a general way to the
company's success, with consideration being given to the ability to succeed to
more important managerial responsibility. Such awards were $187 for 2002, $108
for 2001 and $186 for 2000. Amounts credited to the Variable Compensation Fund
are dependent on company earnings and are subject to maximum limits as defined
by the plan. The amounts credited to the fund were $185 in 2002, $109 in 2001
and $189 in 2000. Awards made and amounts credited under the Variable
Compensation Plan for 2002 relate solely to employees of continuing operations.
In accordance with the terms of the Variable Compensation Plan and similar plans
of subsidiaries, 1,385,912 shares of common stock are awaiting delivery from
awards for 2002 and prior years.
26. INVESTMENT ACTIVITIES
The company acquired all of the outstanding common shares of Liqui-Box
Corporation on May 31, 2002, for a cash payment of $268 (net of $12 cash
acquired) and acquisition related costs of $4. The results of Liqui-Box's
operations have been included in the Consolidated Financial Statements since
that date. The results of this business are reported in Agriculture & Nutrition.
The following table summarizes the fair values of the assets acquired and
liabilities assumed at the date of acquisition.
--------------------------------------------------------------------------------
Current assets $45
Property, plant and equipment 72
Intangible assets 92
Goodwill 155
Other noncurrent assets 3
--------------------------------------------------------------------------------
Total assets acquired 367
Current liabilities 48
Long-term liabilities 47
--------------------------------------------------------------------------------
Net assets acquired $272
================================================================================
Of the $92 of acquired intangible assets, $15 was allocated to trademarks that
are not subject to amortization. The remaining $77 of acquired intangible assets
have a weighted-average useful life of approximately 16 years. This includes
customer relationships of $43 (15-year weighted-average useful life), purchased
technology of $28 (20-year weighted-average useful life), and other intangible
assets of $6 (5-year weighted-average useful life).
$155 of goodwill was assigned to Agriculture & Nutrition. The goodwill is
non-deductible for tax purposes as it arose in connection with the acquisition
of stock versus a purchase of assets.
On November 6, 2002, the company acquired all of the outstanding shares of
ChemFirst, Inc. for a cash payment of $351 (net of $65 cash acquired), and
acquisition related costs of $6. The results of ChemFirst's operations have been
included in the Consolidated Financial Statements since that date.
ChemFirst's two semiconductor fabrication businesses operate as EKC Technology
and Electronic Polymers, and its chemical intermediates unit operates as First
Chemical Corporation. EKC Technology and Electronic Polymers were integrated
into DuPont's Electronic & Communication Technologies segment, and First
Chemical Corporation was integrated into DuPont's Safety & Protection segment.
F-28
E. I. DU PONT DE NEMOURS AND COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN MILLIONS, EXCEPT PER SHARE)
The following table summarizes the preliminary estimated fair values of the
assets acquired and liabilities assumed at the date of acquisition. These
estimates are subject to refinement.
--------------------------------------------------------------------------------
Current assets $118
Property, plant and equipment 167
Intangible assets 106
In-process research and development 7
Goodwill 136
--------------------------------------------------------------------------------
Total assets acquired 534
Current liabilities 83
Long-term liabilities 94
--------------------------------------------------------------------------------
Net assets acquired $357
================================================================================
Of the $106 of acquired intangible assets, $6 was allocated to trademarks that
are not subject to amortization. The remaining $100 of acquired intangible
assets have a weighted-average useful life of approximately 12 years. This
includes customer relationships of $63 (14-year weighted-average useful life),
patents of $21 (11-year weighted-average useful life), purchased technology of
$10 (15-year weighted-average useful life), and other intangible assets of $6
(10-year weighted-average useful life).
$7 was allocated to purchased in-process research and development. In accordance
with SFAS No. 2, "Accounting for Research and Development Costs," as interpreted
by FASB Interpretation No. 4, the amounts assigned to purchased in-process
research and development meeting the prescribed criteria were charged to Cost of
Goods Sold and Other Operating Charges at the date of acquisition.
$77 of goodwill was assigned to the Electronic & Communication Technologies
segment and $59 was assigned to the Safety & Protection segment. The goodwill is
non-deductible for tax purposes as it arose in connection with the acquisition
of stock versus a purchase of assets.
Proceeds from the sale of assets in 2002 were $196 and principally included $143
from the sale of DuPont's Clysar(R) shrink film business. As a result of this
transaction, the company recorded a pretax gain of $84, which is included in
Other Income.
Net proceeds in 2001 from the sale of DuPont Pharmaceuticals were $7,798 (See
Note 6). Other proceeds from the sales of assets were $253 and principally
included $104 related to the company's sale of a portion of its interest in
DuPont Photomasks, Inc. and $95 related to the sale of polyester businesses and
associated manufacturing assets.
Proceeds from sales of assets in 2000 were $703 and principally included $220
from sale of investment securities, $153 from a sale of a portion of the
company's interest in DuPont Photomasks, and $138 from sale of various
transportation and construction equipment.
27. EMPLOYEE BENEFITS
The company offers various postretirement benefits to its employees. Where
permitted by applicable law, the company reserves the right to change, modify or
discontinue the plans.
PENSIONS
The company has noncontributory defined benefit plans covering substantially all
U.S. employees. The benefits under these plans are based primarily on years of
service and employees' pay near retirement. The company's funding policy is
consistent with the funding requirements of federal laws and regulations.
Pension coverage for employees of the company's non-U.S. consolidated
subsidiaries is provided, to the extent deemed appropriate, through separate
plans. Obligations under such plans are systematically provided for by
depositing funds with trustees, under insurance policies, or by book reserves.
OTHER POSTRETIREMENT BENEFITS
The parent company and certain subsidiaries provide medical, dental, and life
insurance benefits to pensioners and survivors. The associated plans are
unfunded and approved claims are paid from company funds.
F-29
E. I. DU PONT DE NEMOURS AND COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2002
(DOLLARS IN MILLIONS, EXCEPT PER SHARE)
Summarized information on the company's postretirement plans is as follows:
[Enlarge/Download Table]
---------------------------------------------------------------------------------------------------------------------------------
Pension Benefits Other Benefits
---------------------------------------------------------------------------------------------------------------------------------
2002 2001 2002 2001
---------------------------------------------------------------------------------------------------------------------------------
Change in benefit obligation
Benefit obligation at beginning of year $18,769 $17,763 $ 5,832 $ 5,126
Service cost 343 335 60 57
Interest cost 1,219 1,244 386 385
Plan participants' contributions 11 16 57 42
Actuarial loss 213 1,423 724 719
Foreign currency exchange rate changes 332 (149) -- (3)
Benefits paid (1,385) (1,482) (457) (465)
Amendments -- 14 (1,322)(1) 2
Net effects of acquisitions/divestitures 54 (518) -- (31)
Special termination benefits (1) 123 -- --
---------------------------------------------------------------------------------------------------------------------------------
Benefit obligation at end of year $19,555 $18,769 $ 5,280 $ 5,832
=================================================================================================================================
Change in plan assets
Fair value of plan assets at beginning of year $17,923 $20,314 $ -- $ --
Actual loss on plan assets (1,921) (615) -- --
Foreign currency exchange rate changes 274 (127) -- --
Employer contributions 172 171 400 423
Plan participants' contributions 11 16 57 42
Benefits paid (1,385) (1,482) (457) (465)
Net effects of acquisitions/divestitures 36 (354) -- --
---------------------------------------------------------------------------------------------------------------------------------
Fair value of plan assets at end of year $15,110 $17,923 $ -- $ --
=================================================================================================================================
Funded status:
U.S. funded plans $ -- $ 525 $ -- $ --
Non-U.S. funded plans (78) (114) -- --
All other plans (4,367)(2) (1,257)(2) (5,280) (5,832)
---------------------------------------------------------------------------------------------------------------------------------
Total $(4,445) $ (846) $(5,280) $(5,832)
Unrecognized prior service cost 397 444 (1,727) (489)
Unrecognized actuarial loss 6,127 2,267 1,379 688
Unrecognized transition asset (23) (172) -- --
---------------------------------------------------------------------------------------------------------------------------------
Net amount recognized $ 2,056 $ 1,693 $(5,628) $(5,633)
=================================================================================================================================
Amounts recognized in the Consolidated Balance Sheet consist of:
Prepaid (accrued) benefit cost $ (409) $ 1,808 $(5,628) $(5,633)
Accrued benefit liability (2,021) (437) -- --
Intangible asset 405 10 -- --
Accumulated other comprehensive income (loss) 4,081 312 -- --
---------------------------------------------------------------------------------------------------------------------------------
Net amount recognized $ 2,056 $ 1,693 $(5,628) $(5,633)
=================================================================================================================================
(1) In October 2002, the company amended its U.S. other postretirement medical
and dental plans to establish limits on the company's portion of the cost
coverage. The amendments reduced the company's obligations on its U.S.
other postretirement benefit plans.
(2) Includes pension plans maintained around the world where full funding is
not permissible or customary.
F-30
E. I. DU PONT DE NEMOURS AND COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN MILLIONS, EXCEPT PER SHARE)
--------------------------------------------------------------------------------
WEIGHTED-AVERAGE Pension Benefits Other Benefits
ASSUMPTIONS AS OF ------------------------------------------
DECEMBER 31 2002 2001 2002 2001
--------------------------------------------------------------------------------
Discount rate 6.75% 7.00% 6.75% 7.00%
Expected return on plan assets 9.5% 9.5% -- --
Rate of compensation increase 4.5% 5.0% 4.5% 5.0%
================================================================================
The above assumptions are for U.S. plans only. The expected return on U.S. plan
assets has been decreased to 9.0 percent for 2003. For non-U.S. plans, no one of
which was material, assumptions reflect economic assumptions applicable to each
country.
The assumed health care trend rates used in determining other benefits at
December 31, 2002, are 10 percent decreasing gradually to 5 percent in 2008. At
December 31, 2001, such rates were 9.0 percent decreasing gradually to 5 percent
in 2006.
--------------------------------------------------------------------------------
COMPONENTS OF NET PERIODIC Pension Benefits
--------------------------------------------------------------------------------
BENEFIT COST 2002 2001 2000
--------------------------------------------------------------------------------
Service cost $ 343 $ 335 $ 340
Interest cost 1,219 1,244 1,243
Expected return on plan assets (1,729) (1,874) (1,902)
Amortization of transition asset (151) (151) (151)
Amortization of unrecognized (gain) loss 50 (13) (52)
Amortization of prior service cost 49 50 53
Curtailment/settlement (gain) loss 2 35 4
--------------------------------------------------------------------------------
Net periodic benefit cost (credit) $ (217) ($ 374) ($ 465)
================================================================================
--------------------------------------------------------------------------------
COMPONENTS OF NET PERIODIC Other Benefits
--------------------------------------------------------------------------------
BENEFIT COST 2002 2001 2000
--------------------------------------------------------------------------------
Service cost $ 60 $ 57 $ 50
Interest cost 386 385 344
Amortization of unrecognized (gain) loss 33 8 (10)
Amortization of prior service cost (84) (73) (75)
Curtailment/settlement (gain) loss -- (30) --
--------------------------------------------------------------------------------
Net periodic benefit cost $395 $347 $309
================================================================================
The projected benefit obligation and fair value of plan assets for plans with
projected benefit obligations in excess of plan assets are $19,555 and $15,110,
respectively, as of December 31, 2002, and $4,066 and $2,651, respectively, as
of December 31, 2001. For pension plans with accumulated benefit obligations in
excess of plan assets, the accumulated benefit obligation and fair value of plan
assets are $17,130 and $14,597, respectively, as of December 31, 2002, and
$1,279 and $247, respectively, as of December 31, 2001. U.S. pension assets
consist principally of common stocks, including 9,893,933 shares of DuPont at
December 31, 2002, and U.S. government obligations.
Assumed health care cost trend rates have a significant effect on the amount
reported for the health care plan. A one-percentage-point change in assumed
health care cost trend rates would have the following effects:
--------------------------------------------------------------------------------
1-Percentage 1-Percentage
Point Increase Point Decrease
--------------------------------------------------------------------------------
Effect on total of service and
interest cost components $49 $(40)
Effect on postretirement
benefit obligation $460 $(385)
================================================================================
DEFINED CONTRIBUTION PLAN
The company sponsors several defined contribution plans, which cover
substantially all U.S. employees. The most significant is The Savings and
Investment Plan (the Plan). This Plan includes a non-leveraged Employee Stock
Ownership Plan (ESOP). Employees are not required to participate in the ESOP,
and those who do are free to diversify out of the ESOP. The purpose of the Plan
is to provide additional retirement savings benefits for employees and to
provide employees an opportunity to become stockholders of the company. The Plan
is a tax qualified contributory profit sharing plan and any eligible employee of
the company may participate. The company will contribute an amount equal to 50
percent of the first 6 percent of the employee's contribution election. The
company's contributions to the Plan were $58, $61 and $61 for years ended
December 31, 2002, 2001 and 2000, respectively. The company's contributions vest
100 percent upon contribution.
28. DERIVATIVES AND OTHER HEDGING INSTRUMENTS
OBJECTIVES AND STRATEGIES FOR HOLDING DERIVATIVE INSTRUMENTS
Under procedures and controls established by the company's Financial Risk
Management Framework, the company enters into contractual arrangements
(derivatives) in the ordinary course of business to reduce its exposure to
foreign currency, interest rate and commodity price risks. The framework has
established a variety of approved derivative instruments to be utilized in each
risk management program, as well as varying levels of exposure coverage and time
horizons based on an assessment of risk factors related to each hedging program.
Derivative instruments utilized during the period include forwards, options,
futures and swaps. The company has not designated any nonderivatives as hedging
instruments.
F-31
E. I. DU PONT DE NEMOURS AND COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN MILLIONS, EXCEPT PER SHARE)
The framework sets forth senior management's financial risk management
philosophy and objectives through a Corporate Financial Risk Management Policy.
In addition, it establishes oversight committees and risk management guidelines
that authorize the use of specific derivative instruments and further
establishes procedures for control and valuation, counterparty credit approval,
and routine monitoring and reporting. The counterparties to these contractual
arrangements are major financial institutions and major petrochemical and
petroleum companies. The company is exposed to credit loss in the event of
nonperformance by these counterparties. The company manages this exposure to
credit loss through the aforementioned credit approvals, limits, and monitoring
procedures and, to the extent possible, by restricting the period over which
unpaid balances are allowed to accumulate. The company does not anticipate
nonperformance by counterparties to these contracts, and no material loss would
be expected from such nonperformance. Market and counterparty credit risks
associated with these instruments are regularly reported to management.
FAIR VALUE HEDGES
During the year ended December 31, 2002, the company has maintained a number of
interest rate swaps that involve the exchange of fixed for floating rate
interest payments that allow the company to maintain a target range of floating
rate debt. All interest rate swaps qualify for the shortcut method of hedge
accounting, thus there is no ineffectiveness related to these hedges. Changes in
the fair value of derivatives that hedge interest rate risk are recorded in
Interest Expense each period. The offsetting changes in the fair values of the
related debt are also recorded in Interest Expense. The company maintains no
other fair value hedges.
CASH FLOW HEDGES
The company maintains a number of cash flow hedging programs to reduce risks
related to foreign currency and commodity price risk. Foreign currency programs
involve hedging a portion of foreign currency-denominated revenues and major raw
material purchases from vendors outside of the United States. Commodity price
risk management programs serve to reduce exposure to price fluctuations on
purchases of inventory such as natural gas, ethane, ethylene, corn, cyclohexane,
soybeans, and soybean meal. While each risk management program has a different
time horizon, most programs currently do not extend beyond the next two-year
period. One exception is an inventory purchase program with currency risk, which
has been partially hedged through the first quarter of 2006.
Hedges of foreign currency-denominated revenues are reported on the Net Sales
line of the Consolidated Income Statement, and the effects of hedges of
inventory purchases are reported as a component of Cost of Goods Sold and Other
Operating Charges.
Cash flow hedge results are reclassified into earnings during the same period in
which the related exposure impacts earnings. Reclassifications are made sooner
if it appears that a forecasted transaction will not materialize. Cash flow
hedge ineffectiveness reported in earnings for 2002 is a pretax gain of $1.
During 2002, there were no pretax gains (losses) excluded from the assessment of
hedge effectiveness. The amount reclassified to earnings for forecasted
transactions that did not occur was not material. Accumulated Other
Comprehensive Income (Loss) activity during 2002 consists of a beginning balance
of $(26). Revaluation of cash flow hedges of $(14), and clearance of cash flow
hedge results to earnings of $7 during the period yielded an ending balance of
$(33). The portion of the ending balance of Accumulated Other Comprehensive
Income (Loss) that is expected to be reclassified into earnings over the next 12
months is $(27).
HEDGES OF NET INVESTMENT IN A FOREIGN OPERATION
During the year ended December 31, 2002, the company has not maintained any
hedges of net investment in a foreign operation.
DERIVATIVES NOT DESIGNATED IN HEDGING RELATIONSHIPS
The company uses forward exchange contracts to reduce its net exposure, by
currency, related to foreign currency-denominated monetary assets and
liabilities. The netting of such exposures precludes the use of hedge
accounting. However, the required revaluation of the forward contracts and the
associated foreign currency-denominated monetary assets and liabilities results
in a minimal earnings impact, after taxes. Several small equity affiliates have
risk management programs, mainly in the area of foreign currency exposure, for
which they have elected not to pursue hedge accounting. In addition, Pioneer
maintains small risk management programs for commodities that do not qualify for
hedge accounting treatment. Also, the company owns stock warrants in a few
companies for strategic purposes.
F-32
E. I. DU PONT DE NEMOURS AND COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN MILLIONS, EXCEPT PER SHARE)
CURRENCY RISK
The company routinely uses forward exchange contracts to hedge its net
exposures, by currency, related to monetary assets and liabilities of its
operations that are denominated in currencies other than the designated
functional currency. The primary business objective of this hedging program is
to maintain an approximately balanced position in foreign currencies so that
exchange gains and losses resulting from exchange rate changes, net of related
tax effects, are minimized.
Option and forward exchange contracts are routinely used to offset a portion of
the company's exposure to foreign currency-denominated revenues. The objective
of this hedge program is to reduce earnings and cash flow volatility related to
changes in foreign currency exchange rates.
In addition, the company will enter into forward exchange contracts to establish
with certainty the functional currency amount of future firm commitments
denominated in another currency. Decisions regarding whether or not to hedge a
given commitment are made on a case-by-case basis, taking into consideration the
amount and duration of the exposure, market volatility, and economic trends.
Forward exchange contracts are also used from time to time to manage near-term
foreign currency cash requirements and to place foreign currency deposits and
marketable securities investments into currencies offering favorable returns.
INTEREST RATE RISK
The company primarily uses interest rate swaps as part of its program to manage
the interest rate mix of the total debt portfolio and related overall cost of
borrowing.
Interest rate swaps involve the exchange of fixed for floating rate interest
payments that are fully integrated with underlying fixed-rate bonds or notes to
effectively convert fixed rate debt into floating rate debt based on LIBOR or
commercial paper rates.
At December 31, 2002, the company had entered into interest rate swap agreements
with total notional amounts of $1,871, whereby the company, over the remaining
terms of the underlying notes, will receive a fixed rate payment equivalent to
the fixed interest rate of the underlying note and pay a floating rate of
interest that is based on three- or six-month U.S. dollar LIBOR or commercial
paper rates.
Interest rate financial instruments did not have a material effect on the
company's overall cost of borrowing at December 31, 2002 and 2001.
See Notes 18 and 20 for additional descriptions of interest rate financial
instruments.
COMMODITY PRICE RISK
The company enters into exchange-traded and over-the-counter derivative
commodity instruments to hedge its exposure to price fluctuations on certain raw
material purchases. In addition, Pioneer enters into exchange-traded derivative
commodity instruments to hedge the commodity price risk associated with
compensating growers.
F-33
E. I. DU PONT DE NEMOURS AND COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN MILLIONS, EXCEPT PER SHARE)
29. GEOGRAPHIC INFORMATION
[Enlarge/Download Table]
---------------------------------------------------------------------------------------------------------------------------
2002 2001 2000
---------------------------------------------------------------------------------------------------------------------------
Net Net Net Net Net Net
Sales* Property Sales* Property Sales* Property
---------------------------------------------------------------------------------------------------------------------------
NORTH AMERICA
United States $11,422 $8,282 $12,054 $8,167 $14,509 $8,887
Canada 859 601 918 536 1,074 538
Mexico 546 172 559 164 581 165
Other 64 82 82 85 76 151
---------------------------------------------------------------------------------------------------------------------------
Total $12,891 $9,137 $13,613 $8,952 $16,240 $9,741
===========================================================================================================================
EUROPE, MIDDLE EAST AND AFRICA
Germany 1,609 552 1,590 585 1,716 641
France 859 126 929 170 986 181
United Kingdom 626 701 704 709 783 721
Italy 767 27 854 25 915 29
Other 2,451 1,205 2,354 1,243 2,474 1,232
---------------------------------------------------------------------------------------------------------------------------
Total $6,312 $2,611 $6,431 $2,732 $6,874 $2,804
===========================================================================================================================
ASIA PACIFIC
Japan 840 73 906 75 1,023 78
Taiwan 707 582 663 632 809 680
China 681 149 623 133 487 142
Singapore 108 285 110 325 134 345
Other 1,511 126 1,355 127 1,506 126
---------------------------------------------------------------------------------------------------------------------------
Total $3,847 $1,215 $3,657 $1,292 $3,959 $1,371
===========================================================================================================================
SOUTH AMERICA
Brazil 573 227 576 187 686 123
Argentina 176 73 223 102 243 118
Other 207 23 226 22 266 25
---------------------------------------------------------------------------------------------------------------------------
Total $956 $323 $1,025 $311 $1,195 $ 266
---------------------------------------------------------------------------------------------------------------------------
TOTAL $24,006 $13,286 $24,726 $13,287 $28,268 $14,182
===========================================================================================================================
* Net sales are attributed to countries based on location of customer.
30. SEGMENT INFORMATION
The company's reporting segments include five market- and technology-focused
growth platforms, Textiles & Interiors, which is targeted for separation from
the company, and Pharmaceuticals. The growth platforms are Agriculture &
Nutrition; Coatings & Color Technologies; Electronic & Communication
Technologies; Performance Materials; and Safety & Protection. The company
reports results of its nonaligned businesses and embryonic businesses as Other.
Major products by segment include: Agriculture & Nutrition (hybrid seed corn and
soybean seed, herbicides, fungicides, insecticides, value enhanced grains, and
soy protein); Coatings & Color Technologies (automotive finishes and white
pigment and mineral products); Electronic & Communication Technologies
(fluorochemicals, fluoropolymers, photopolymers, and electronic materials);
Performance Materials (engineering polymers, packaging and industrial polymers,
films, and elastomers); Pharmaceuticals (representing the company's interest in
the collaboration relating to Cozaar(R)/Hyzaar(R) antihypertensive drugs, which
is reported as Other Income); Safety & Protection (specialty and industrial
chemicals, nonwovens, aramids, and solid surfaces); Textiles & Interiors
(flooring systems, industrial fibers, polyester fibers, branded and unbranded
elastane, textiles, and intermediates). The company operates globally in
substantially all of its product lines. The company's sales are not materially
dependent on a single customer or small group of customers. Coatings & Color
Technologies and Textiles & Interiors, however, have several large customers in
their respective industries that are important to these segments' operating
results.
F-34
E. I. DU PONT DE NEMOURS AND COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN MILLIONS, EXCEPT PER SHARE)
In general, the accounting policies of the segments are the same as those
described in the Summary of Significant Accounting Policies. Exceptions are
noted as follows and are shown in the reconciliations below. Prior years' data
have been reclassified to reflect the 2002 organizational structure. Sales
include transfers and pro rata equity affiliate sales. Products are transferred
on a cost plus investment basis or on a basis intended to reflect, as nearly as
practicable, the market value of the products. After-tax operating income (loss)
does not include corporate expenses, interest, exchange gains (losses) and
corporate minority interests. Segment net assets measures net working capital,
net permanent investment, and other noncurrent operating assets and liabilities
of the segment. Affiliate net assets (pro rata share) excludes borrowing and
other long-term liabilities. Depreciation and amortization includes depreciation
on research and development facilities and amortization of goodwill and other
intangible assets, excluding write-down of assets discussed in Note 5. The
adoption of SFAS No. 142 on January 1, 2002 eliminated the amortization of
goodwill and indefinite-lived intangible assets; see Note 14 for segment
details. Expenditures for long-lived assets exclude investments in affiliates
and include payments for property, plant and equipment as part of business
acquisitions. See Note 26 for discussion of strategic acquisitions in the
segment.
[Enlarge/Download Table]
------------------------------------------------------------------------------------------------------------------------------------
Agriculture Coatings & Electronic & Per- Safety Textiles
& Color Communication formance Pharma- & &
Nutrition Technologies Technologies Materials ceuticals Protection Interiors Other Total(1)
------------------------------------------------------------------------------------------------------------------------------------
2002
Total segment sales $4,510 $5,026 $2,540 $4,868 $ -- $3,483 $6,279 $ 22 $26,728
Transfers -- 41 41 83 -- 110 95 5 375
After-tax operating income (loss)(2) 443 483 217 476 329 490 72 (164) 2,346
Depreciation and amortization 367 196 136 175 -- 156 436 9 1,475
Equity in earnings of affiliates (6) (3) 10 33 -- 10 (4) -- 40
Provision for income taxes 15 272 69 281 164 269 (15) (104) 951
Segment net assets 5,963 3,235 2,190 3,254 118 1,942 5,598 (3) 22,297
Affiliate net assets 114 41 302 1,182 37 85 1,482 -- 3,243
Expenditures for long-lived assets 228 298 227 139 -- 285 256 4 1,437
====================================================================================================================================
2001
Total segment sales $4,290 $4,917 $2,688 $4,693 $ 902 $3,574 $6,477 $148 $27,689
Transfers -- 41 44 89 -- 201 84 21 480
After-tax operating income (loss)(3) 21 452 291 232 3,924 451 (340) (95) 4,936
Depreciation and amortization 502 236 136 173 100 151 458 5 1,761
Equity in earnings of affiliates (13) (6) 11 (16) -- 10 (33) -- (47)
Provision for income taxes (104) 309 160 193 2,275 294 (176) (64) 2,887
Segment net assets 9,061 3,284 1,929 3,263 102(4) 1,695 6,219 114 25,667
Affiliate net assets 125 87 306 1,187 34 75 1,564 -- 3,378
Expenditures for long-lived assets 186 182 196 155 50 187 335 5 1,296
====================================================================================================================================
2000
Total segment sales $4,467 $5,457 $3,375 $5,334 $1,487 $3,694 $7,722 $141 $31,677
Transfers -- 43 51 182 -- 228 114 24 642
After-tax operating income (loss)(5) (179) 724 659 578 89 576 740 (93) 3,094
Depreciation and amortization 474 245 159 173 138 155 501 9 1,854
Equity in earnings of affiliates (13) 1 46 85 -- 11 73 (5) 198
Provision for income taxes (204) 401 340 340 (2) 324 344 (55) 1,488
Segment net assets 9,931 3,332 1,897 3,452 2,054 1,588 6,830 32 29,116
Affiliate net assets 145 142 349 1,302 34 74 1,611 -- 3,657
Expenditures for long-lived assets 275 209 273 185 114 147 485 20 1,708
====================================================================================================================================
F-35
E. I. DU PONT DE NEMOURS AND COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN MILLIONS, EXCEPT PER SHARE)
1 A reconciliation of the totals reported for the operating segments to the
applicable line items on the Consolidated Financial Statements is as
follows:
---------------------------------------------------------------------------
Segment Sales to Net Sales 2002 2001 2000
---------------------------------------------------------------------------
Total segment sales $26,728 $27,689 $31,677
Elimination of transfers (375) (480) (642)
Elimination of equity affiliate sales (2,351) (2,493) (2,773)
Miscellaneous 4 10 6
---------------------------------------------------------------------------
Net sales $24,006 $24,726 $28,268
===========================================================================
---------------------------------------------------------------------------
After-Tax Operating Income to
Income before Cumulative Effect
of Changes in Accounting Principles 2002 2001 2000
---------------------------------------------------------------------------
Total segment ATOI $2,346 $4,936 $3,094
Interest and exchange gains (losses) (196)(a) (311) (493)
Corporate expenses (268)(b) (281) (287)(c)
Corporate minority interest(d) (41) (16) --
---------------------------------------------------------------------------
Income before Cumulative Effect of
Changes in Accounting Principles $1,841 $4,328 $2,314
===========================================================================
(a) Includes an exchange loss of $63 resulting from the mandatory
conversion of the company's U.S. dollar-denominated trade receivables
to Argentine pesos and moving from a preferential to a free-market
exchange rate, and a charge of $17 associated with the early
extinguishment of outstanding debentures.
(b) Includes a net $65 non-cash benefit, principally due to agreement on
certain prior year audit issues previously reserved for, partly offset
by the establishment of a reserve for an additional tax contingency.
(c) Includes a nonoperating gain of $19 on issuance of stock by an
affiliate. This represents the increase in the company's equity
investment in DuPont Photomasks that resulted from the issuance by
DuPont Photomasks of additional shares to unrelated parties at a price
in excess of book value.
(d) Represents a rate of return to minority interest investors who made
capital contributions during 2001 to consolidated subsidiaries. See
Note 22.
---------------------------------------------------------------------------
Segment Net Assets to Total Assets 2002 2001 2000
---------------------------------------------------------------------------
Total segment net assets $22,297 $25,667 $29,116
Corporate assets 7,404 10,507* 5,588
Liabilities included in net assets 4,920 4,145 4,722
---------------------------------------------------------------------------
Total assets $34,621 $40,319 $39,426
===========================================================================
* Reflects an increase in Cash and Cash Equivalents related primarily to
the sale of DuPont Pharmaceuticals.
---------------------------------------------------------------------------
Segment Consolidated
Other Items Totals Adjustments Totals
---------------------------------------------------------------------------
2002
Depreciation and amortization $1,475 $ 40 $1,515
Equity in earnings of affiliates 40 (4) 36
Provision for income taxes 951 (766) 185
Affiliate net assets 3,243 (1,196) 2,047
Expenditures for long-lived assets 1,437 220 1,657
---------------------------------------------------------------------------
2001
Depreciation and amortization $1,761 $ (7) $1,754
Equity in earnings of affiliates (47) 4 (43)
Provision for income taxes 2,887 (420) 2,467
Affiliate net assets 3,378 (1,333) 2,045
Expenditures for long-lived assets 1,296 198 1,494
---------------------------------------------------------------------------
2000
Depreciation and amortization $1,854 $ 6 $1,860
Equity in earnings of affiliates 198 91 289
Provision for income taxes 1,488 (416) 1,072
Affiliate net assets 3,657 (1,451) 2,206
Expenditures for long-lived assets 1,708 226 1,934
===========================================================================
2 Includes the following benefits (charges):
---------------------------------------------------------------------------
Agriculture & Nutrition (a,b) $ 16
Coatings & Color Technologies (a,c) (42)
Electronic & Communication Technologies (a) 1
Performance Materials (a,d) 53
Pharmaceuticals (e) 39
Safety & Protection (a) 3
Textiles & Interiors (a,f) (144)
Other (a,g) (79)
---------------------------------------------------------------------------
$(153)
===========================================================================
(a) Includes a benefit of $22 resulting from changes in estimates related
to prior year restructuring activities, principally in the following
segments: Agriculture & Nutrition - $3; Coatings & Color Technologies
- $2; Performance Materials - $2; Safety & Protection - $3; Textiles &
Interiors - $9.
(b) Includes a benefit of $67 related to revisions in postemployment costs
for certain Pioneer employees, a charge of $29 to write off inventory
associated with discontinued specialty herbicide products and a charge
of $25 associated with an expected loss on the pending sale of a
European manufacturing facility.
(c) Includes a charge of $44 related to employee separation costs for
about 775 employees.
(d) Includes a gain of $51 resulting from the sale of the Clysar(R)shrink
film business.
(e) Includes benefits of $27 principally related to adjustments of prior
year tax accruals in connection with the gain on the sale of DuPont
Pharmaceuticals and $12 to reflect final settlement with Bristol-Myers
Squibb in connection with the sale of DuPont Pharmaceuticals.
(f) Includes charges of $100 related to employee separation costs for
approximately 2,000 employees, $43 related to facility shutdowns and
$29 to withdraw from a polyester joint venture in China, partly offset
by a gain of $19 resulting principally from a favorable litigation
settlement associated with exiting a nylon joint venture in China.
F-36
E. I. DU PONT DE NEMOURS AND COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN MILLIONS, EXCEPT PER SHARE)
(g) Includes charges of $50 to increase the company's reserve for
Benlate(R) litigation and $31 to establish a reserve related to
vitamins litigation associated with a previously divested joint
venture.
3 Includes the following benefits (charges):
---------------------------------------------------------------------------
Agriculture & Nutrition (a,b,c) $ (225)
Coatings & Color Technologies (a,b) (46)
Electronic & Communication Technologies (a,b,d) 8
Performance Materials (a,b,e) (45)
Pharmaceuticals (f) 3,866
Safety & Protection (b) (34)
Textiles & Interiors (a,b) (410)
Other (a,b) (37)
---------------------------------------------------------------------------
$ 3,077
===========================================================================
(a) Includes a benefit of $21 resulting from changes in estimates related
to restructuring activities, principally in the following segments:
Agriculture & Nutrition - $6; Coatings & Color Technologies - $2; and
Textiles & Interiors - $10.
(b) Includes charges of $679 resulting from employee terminations,
facility shutdowns and asset impairments in the following segments:
Agriculture & Nutrition - $80; Coatings & Color Technologies - $48;
Electronic & Communication Technologies - $27; Performance Materials -
$31; Safety & Protection - $34; Textiles & Interiors - $420; and Other
- $39.
(c) Includes a charge of $32 to write down intangible assets related to
the TOPCROSS(R) high oil corn business due to a decision to
discontinue development research efforts, primarily as a result of a
deteriorating commercial market outlook, a charge of $83 resulting
from the sale of acquired Pioneer inventories and a charge of $35
related to settlement of litigation with Monsanto.
(d) Includes a gain of $34 resulting from the company's sale of stock that
reduced its ownership interest in DuPont Photomasks, Inc.
(e) Includes a charge of $15 resulting from the shutdown of polyester
assets at the Circleville, Ohio site.
(f) Represents a gain of $3,866 associated with the sale of DuPont
Pharmaceuticals to Bristol-Myers Squibb, including an associated
deferred tax benefit of $49.
4 Represents segment net assets after the sale of certain assets to
Bristol-Myers Squibb on October 1, 2001.
5 Includes the following benefits (charges):
---------------------------------------------------------------------------
Agriculture & Nutrition (a,b) $(510)
Coatings & Color Technologies (a,c) (59)
Electronic & Communication Technologies (d) 78
Pharmaceuticals (e) (44)
Safety & Protection (f) (17)
Textiles & Interiors (a,g) 31
Other (h) (62)
---------------------------------------------------------------------------
$(583)
===========================================================================
(a) Includes a benefit of $15 resulting from changes in estimates related
to prior restructuring activities as follows: Agriculture & Nutrition
- $6; Coatings & Color Technologies - $2; and Textiles & Interiors -
$7.
(b) Includes the following charges: $379 resulting from the sale of
acquired Pioneer inventories; $215 to write down the company's
investment in WebMD to estimated fair market value and to write off
warrants returned to WebMD in connection with terminating the
company's 1999 health care collaboration agreement; and $42 for
accrued postemployment costs for Pioneer employees. These charges are
partly offset by a $109 gain resulting from the sale by Pioneer of
certain equity securities classified as available-for-sale and a
credit of $11 to reduce the preliminary allocation of purchase price
to purchased in-process research and development.
(c) Includes a charge of $61 related to employee separation costs for
about 1,000 employees, the shutdown of related manufacturing
facilities, and other exit costs.
(d) Includes a non-cash benefit of $62 resulting from the sale of stock
that reduced the company's ownership interest in DuPont Photomasks,
and a gain of $16 attributable to the sale of the company's interest
in a Mexican affiliate.
(e) Includes a charge of $44 to establish a litigation reserve.
(f) Includes a charge of $17 resulting from restructuring manufacturing
operations at the Chambers Works site.
(g) Includes a $24 gain related to formation of a 50/50 global joint
venture with Sabanci for industrial nylon.
(h) Includes a charge of $62 to increase the company's reserve for
Benlate(R) litigation.
F-37
E. I. DU PONT DE NEMOURS AND COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN MILLIONS, EXCEPT PER SHARE)
NOTE 31. QUARTERLY FINANCIAL DATA (UNAUDITED)
[Enlarge/Download Table]
------------------------------------------------------------------------------------------------------------------------------------
Quarter Ended
------------------------------------------------------------------------------------------------------------------------------------
March 31 June 30 September 30 December 31
------------------------------------------------------------------------------------------------------------------------------------
2002
Net sales $6,142 $6,700 $5,482 $5,682
Cost of goods sold and other expenses(1) 5,281 6,025 5,163 5,595
Income before cumulative effect of a change in accounting principle 479 543 469 350
Net income (loss) (2,465)(2) 543(3) 469(4) 350(5)
Basic earnings per share of common stock before cumulative
effect of a change in accounting principle(6) .48 .54 .47 .35
Basic earnings (loss) per share of common stock(6) (2.48)(2) .54 .47 .35
Diluted earnings per share of common stock before cumulative
effect of a change in accounting principle(6) .48 .54 .47 .35
Diluted earnings (loss) per share of common stock(6) (2.46)(2) .54 .47 .35
------------------------------------------------------------------------------------------------------------------------------------
2001
Net sales $6,859 $6,997 $5,641 $5,229
Cost of goods sold and other expenses(1) 6,092 7,376 5,527 5,077
Income (loss) before cumulative effect of a change in accounting principle 484 (213) 142 3,915
Net income (loss) 495(7) (213)(8) 142(9) 3,915(10)
Basic earnings (loss) per share of common stock before cumulative
effect of a change in accounting principle(6) .46 (.21) .13 3.83
Basic earnings (loss) per share of common stock(6) .47 (.21) .13 3.83
Diluted earnings (loss) per share of common stock before cumulative
effect of a change in accounting principle(6) .46 (.21) .13 3.82
Diluted earnings (loss) per share of common stock(6) .47 (.21) .13 3.82
====================================================================================================================================
(1) Excludes interest expense and nonoperating items.
(2) Amounts differ from those reported in the first quarter Form 10-Q due to
the adoption of SFAS No. 142, which resulted in a cumulative effect of a
change in accounting principle charge of $2,944 and $2.96 (basic) and $2.94
(diluted) per share. The net loss also includes an exchange loss of $63
resulting from the mandatory conversion of the company's U.S.dollar
denominated trade receivables to Argentine pesos and moving from a
preferential to a free-market exchange rate; a charge of $39 to withdraw
from a polyester joint venture in China; and a gain of $30 resulting
principally from a favorable litigation settlement associated with exiting
a nylon joint venture in China.
(3) Includes a noncash charge of $208 related to restructuring activities, a
charge of $37 to write down a manufacturing facility to be sold to fair
value less costs to sell, a charge of $47 to write-off inventory related to
a discontinued product, a charge of $50 to establish a litigation reserve
related to a previously divested business, a charge of $21 related to the
early extinguishment of outstanding debentures and a benefit of $19 related
to an increase to the gain on the sale of DuPont Pharmaceuticals based on
final settlement with Bristol-Myers Squibb.
(4) Includes a gain of $84 related to the sale of the Clysar(R) shrink film
business and a benefit of $23 resulting from changes in estimates related
to restructuring activities.
(5) Includes a charge of $80 to increase the reserve for Benlate(R) litigation,
a credit of $40 due to revisions in postemployment costs for certain
Pioneer employees, a charge of $69 related to restructuring activities, a
benefit of $10 due to changes in estimates related to restructuring
activities, and a benefit of $6 related to the sale of DuPont
Pharmaceuticals.
(6) Earnings per share for the year may not equal the sum of quarterly earnings
per share due to changes in average share calculations.
(7) Includes a noncash charge of $83 resulting from the sale of acquired
Pioneer inventories and a benefit of $11 resulting from a cumulative effect
of a change in accounting principle.
(8) Includes a gain of $34 on the sale of DuPont Photomasks stock and a noncash
charge of $679 related to impairment charges and restructuring activities.
(9) Includes a charge of $35 to establish a reserve related to litigation
settlement with Monsanto and a benefit of $49 resulting from recognition of
differences between tax basis and book basis of the company's investment in
DuPont Pharmaceuticals.
(10) Includes a gain of $3,817 on the sale of DuPont Pharmaceuticals to
Bristol-Myers Squibb, a benefit of $21 resulting from changes in estimates
related to restructuring activities, a charge of $15 resulting from the
shutdown of certain polyester assets and a charge of $32 resulting from the
write-down of certain Agriculture & Nutrition intangible assets.
F-38
BOARD OF DIRECTORS
Charles O. Holliday, Jr. Lois D. Juliber
CHAIRMAN OF THE BOARD AND CHIEF OPERATING OFFICER,
CHIEF EXECUTIVE OFFICER COLGATE-PALMOLIVE COMPANY
(consumer products company)
Alain J. P. Belda
CHAIRMAN AND CHIEF Goran Lindahl
EXECUTIVE OFFICER, ALCOA INC. CO-CHAIRMAN, NANOMIX, INC.
(producer of aluminum (a developer of products made from
and alumina) nanoscale materials and
components)
Richard H. Brown
CHAIRMAN OF THE BOARD AND Masahisa Naitoh
CHIEF EXECUTIVE OFFICER, EXECUTIVE VICE CHAIRMAN,
ELECTRONIC DATA SYSTEMS ITOCHU CORPORATION
(global services company) (global trading company)
Curtis J. Crawford William K. Reilly
PRESIDENT AND CHIEF PRESIDENT AND CHIEF
EXECUTIVE OFFICER, EXECUTIVE OFFICER,
ONIX MICROSYSTEMS, INC. AQUA INTERNATIONAL PARTNERS, LP
(developer and manufacturer of (finances water supply and
optically transparent switches for wastewater treatment in
communications networks) developing countries)
FORMER ADMINISTRATOR,
Louisa C. Duemling U.S. ENVIRONMENTAL
PROTECTION AGENCY
Edward B. du Pont
H. Rodney Sharp, III
Deborah C. Hopkins
HEAD, CORPORATE STRATEGY, Charles M. Vest
CITIGROUP, INC. PRESIDENT,
(diversified financial services MASSACHUSETTS INSTITUTE
company) OF TECHNOLOGY
AUDIT COMMITTEE
Charles M. Vest (Chair)
Curtis J. Crawford
Deborah C. Hopkins
Masahisa Naitoh
H. Rodney Sharp, III
------------------------------- COMPENSATION COMMITTEE
Louise B. Lancaster Lois D. Juliber (Chair)
DIRECTOR - CORPORATE GOVERNANCE Alain J. P. Belda
CORPORATE SECRETARY H. Rodney Sharp, III
SECRETARY TO CORPORATE
GOVERNANCE, ENVIRONMENTAL POLICY CORPORATE GOVERNANCE COMMITTEE
AND STRATEGIC DIRECTION COMMITTEES Curtis J. Crawford (Chair)
Edward B. du Pont
Mary E. Bowler William K. Reilly
Calissa W. Brown
Steve C. Cozamanis ENVIRONMENTAL POLICY COMMITTEE
Donald P. McAviney William K. Reilly (Chair)
Peter C. Mester Louisa C. Duemling
ASSISTANT SECRETARIES Goran Lindahl
Veronica A. Demurat STRATEGIC DIRECTION COMMITTEE
ASSISTANT SECRETARY Charles O. Holliday, Jr. (Chair)
SECRETARY TO AUDIT AND Alain J. P. Belda
COMPENSATION COMMITTEES Richard H. Brown
Lois D. Juliber
Goran Lindahl
DUPONT FELLOWS
INDIVIDUALS WHO ARE RENOWNED FOR TECHNOLOGICAL
EXPERTISE IN THEIR RESPECTIVE FIELDS, FOR THEIR PROFESSIONAL
LEADERSHIP, AND FOR THEIR ROLES AS MENTORS.
Edward Deyrup Leo E. Manzer
DUPONT PACKAGING & INDUSTRIAL DUPONT CENTRAL RESEARCH &
POLYMERS DEVELOPMENT
NEW PRODUCTS AND PROCESSES CATALYSIS AND PROCESS RESEARCH
Vlodek Gabara Ralph N. Miller
DUPONT ADVANCED FIBER SYSTEMS DUPONT FLUOROPRODUCTS
NEW PRODUCTS AND PROCESSES PROCESS MODELING, AZEOTROPIC AND
FOR HIGH PERFORMANCE FIBERS EXTRACTIVE DISTILLATION, VLE DATA
Isidor Hazan Charles J. Noelke
DUPONT PERFORMANCE COATINGS DUPONT FLUOROPRODUCTS
STRATEGIC RESEARCH INVOLVING THE PROCESS ENGINEERING,
DEVELOPMENT OF NEW AUTOMOTIVE PRODUCT/PROCESS DEVELOPMENT
TOPCOAT TECHNOLOGIES
Rolando Pagilagan Hyunkook Shin
DUPONT ENGINEERING POLYMERS DUPONT NONWOVENS
POLYMER SYNTHESIS AND POLYMER FIBERS AND NONWOVENS
DEVELOPMENT TECHNOLOGIES
V. N. Malli Rao Harry Spinelli
DUPONT FLUOROPRODUCTS DUPONT PERFORMANCE COATINGS
CHEMISTRY, CATALYSIS AND PROCESS POLYMER DEVELOPMENT AND
DEVELOPMENT INK JET INKS
Noel C. Scrivner
DUPONT ENGINEERING
AQUEOUS ELECTROLYTE
THERMODYNAMICS &
ENVIRONMENTAL PHYSICAL
PROPERTIES
CORPORATE DIRECTORY
THE PRINCIPAL OCCUPATION OF EACH OFFICER IS EMPLOYMENT WITH THE COMPANY.
[Enlarge/Download Table]
Richard J. Angiullo Edward J. Donnelly Nancie S. Johnson Eric G. Melin Robert R. Ridout
VICE PRESIDENT & GROUP VICE PRESIDENT VICE PRESIDENT VICE PRESIDENT & VICE PRESIDENT
GENERAL MANAGER DUPONT COATINGS & COLOR DUPONT GOVERNMENT GENERAL MANAGER DUPONT INFORMATION
DUPONT FLUOROPRODUCTS TECHNOLOGIES AFFAIRS DUPONT REFINISH & SYSTEMS & CHIEF
INDUSTRIAL COATINGS INFORMATION OFFICER
Tony L. Arnold Kathleen H. Forte W. Donald Johnson
VICE PRESIDENT - MARKETING VICE PRESIDENT GROUP VICE PRESIDENT David B. Miller Thomas L. Sager
DUPONT AGRICULTURE DUPONT GLOBAL PUBLIC DUPONT OPERATIONS & VICE PRESIDENT & VICE PRESIDENT &
& NUTRITION AFFAIRS SERVICES GENERAL MANAGER ASSISTANT GENERAL
DUPONT ELECTRONIC COUNSEL
Roger W. Arrington J. Erik Fyrwald Jeffrey L. Keefer TECHNOLOGIES
VICE PRESIDENT & VICE PRESIDENT & VICE PRESIDENT & Francine Cheeseman Shaw
ASSISTANT GENERAL COUNSEL GENERAL MANAGER GENERAL MANAGER James E. Miller VICE PRESIDENT &
DUPONT NUTRITION & DUPONT TITANIUM VICE PRESIDENT GENERAL MANAGER
Edward J. Bassett HEALTH TECHNOLOGIES CROP GENETICS DUPONT GLOBAL SERVICES
VICE PRESIDENT RESEARCH & DEVELOPMENT
DUPONT CAPITAL William Ghitis D. S. Kim Daniel B. Smith
MANAGEMENT VICE PRESIDENT & GENERAL PRESIDENT Howard L. Minigh VICE PRESIDENT &
MANAGER DUPONT ASIA PACIFIC GROUP VICE PRESIDENT CONTROLLER
David G. Bills DUPONT APPAREL DUPONT AGRICULTURE &
VICE PRESIDENT Ganesh M. Kishore NUTRITION Susan M. Stalnecker
DUPONT CORPORATE PLANS Tom D. Gill, Jr. VICE PRESIDENT - TECHNOLOGY VICE PRESIDENT
VICE PRESIDENT DUPONT AGRICULTURE & Stacey J. Mobley* DUPONT GOVERNMENT &
Craig F. Binetti GLOBAL OPERATIONS NUTRITION SENIOR VICE PRESIDENT, CONSUMER MARKETS
VICE PRESIDENT & DUPONT ENGINEERING CHIEF ADMINISTRATIVE
GENERAL MANAGER POLYMERS Akio Kobayashi OFFICER & GENERAL Paul V. Tebo
DUPONT PACKAGING & PRESIDENT COUNSEL VICE PRESIDENT
INDUSTRIAL POLYMERS Richard R. Goodmanson* DUPONT K.K. DUPONT SAFETY, HEALTH &
EXECUTIVE VICE PRESIDENT Douglas W. Muzyka ENVIRONMENT
James C. Borel & CHIEF OPERATING Ellen J. Kullman PRESIDENT &
VICE PRESIDENT & OFFICER GROUP VICE PRESIDENT GENERAL MANAGER Henrique Ubrig
GENERAL MANAGER DUPONT SAFETY & DUPONT CANADA PRESIDENT
DUPONT CROP PROTECTION Barry M. Granger PROTECTION DUPONT SOUTH AMERICA
VICE PRESIDENT & Craig G. Naylor
Serge Y. Borloz GENERAL MANAGER John R. Lewis GROUP VICE PRESIDENT Mark P. Vergnano
VICE PRESIDENT & DUPONT IMAGING VICE PRESIDENT & DUPONT PERFORMANCE VICE PRESIDENT &
GENERAL AUDITOR TECHNOLOGIES GENERAL MANAGER MATERIALS GENERAL MANAGER
DUPONT HERBERTS DUPONT NONWOVENS
Jane D. Brooks Ann K. M. Gualtieri AUTOMOTIVE SYSTEMS & Richard C. Olson
VICE PRESIDENT VICE PRESIDENT POWDER COATINGS VICE PRESIDENT & Henry B. Voigt
DUPONT SPECIAL INITIATIVES DUPONT INVESTOR GENERAL MANAGER VICE CHAIRMAN &
RELATIONS Don R. Linsenmann DUPONT SURFACES CHIEF OPERATING OFFICER
Terry Caloghiris VICE PRESIDENT & DUPONT TEIJIN FILMS
VICE PRESIDENT & Diane H. Gulyas CORPORATE CHAMPION Harry Parker
GENERAL MANAGER GROUP VICE PRESIDENT SIX SIGMA VICE PRESIDENT - Mathieu Vrijsen
DUPONT ENGINEERING DUPONT ELECTRONIC & SALES EFFECTIVENESS PRESIDENT
POLYMERS COMMUNICATION George F. MacCormack DUPONT EUROPE, MIDDLE
TECHNOLOGIES GROUP VICE PRESIDENT Gary M. Pfeiffer* EAST & AFRICA
John P. Campi DUPONT TEXTILES & SENIOR VICE PRESIDENT &
VICE PRESIDENT William J. Harvey INTERIORS CHIEF FINANCIAL OFFICER Kenneth W. Wall
DUPONT GLOBAL SOURCING & VICE PRESIDENT & VICE PRESIDENT &
LOGISTICS SERVICES AND GENERAL MANAGER Willie C. Martin James B. Porter GENERAL MANAGER
CHIEF PROCUREMENT OFFICER DUPONT ADVANCED PRESIDENT - U.S. REGION VICE PRESIDENT DUPONT NYLON
FIBER SYSTEMS VICE PRESIDENT - DUPONT DUPONT ENGINEERING & INTERMEDIATES &
Uma Chowdhry DIVERSITY/WORKLIFE AND OPERATIONS SPECIALTY POLYMERS
VICE PRESIDENT John W. Himes DUPONT HUMAN RESOURCES
DUPONT CENTRAL RESEARCH & SENIOR VICE PRESIDENT DEVELOPMENT FOR E. James Prendergast Eduardo W. Wanick
DEVELOPMENT DUPONT CORPORATE OPERATIONS VICE PRESIDENT & CHIEF PRESIDENT - DUPONT MEXICO
STRATEGY TECHNOLOGY OFFICER VICE PRESIDENT - GLOBAL
Jeffrey A. Coe Marshall G. McClure DUPONT ELECTRONIC & EMERGING MARKETS GROWTH
VICE PRESIDENT & John C. Hodgson* VICE PRESIDENT COMMUNICATION
GENERAL MANAGER EXECUTIVE VICE TAX TECHNOLOGIES Alan S. Wolk
DUPONT CHEMICAL PRESIDENT VICE PRESIDENT &
SOLUTIONS ENTERPRISE Richard L. McConnell Chester D. Pribonic GENERAL MANAGER
Charles O. Holliday, Jr.* PRESIDENT & CHIEF VICE PRESIDENT & DUPONT FLOORING
Thomas M. Connelly, Jr.* CHAIRMAN & OPERATING OFFICER GENERAL MANAGER WORLDWIDE
SENIOR VICE PRESIDENT AND CHIEF EXECUTIVE OFFICER PIONEER HI-BRED DUPONT DISPLAY
CHIEF SCIENCE & INTERNATIONAL, INC. TECHNOLOGIES Dennis Zeleny*
TECHNOLOGY OFFICER John P. Jessup SENIOR VICE PRESIDENT
VICE PRESIDENT & Steven R. McCracken John P. Ranieri DUPONT HUMAN RESOURCES
TREASURER GROUP VICE PRESIDENT VICE PRESIDENT
DUPONT TEXTILES & DUPONT BIO-BASED
Bruce A. Johnson INTERIORS MATERIALS
VICE PRESIDENT
DUPONT HUMAN RESOURCES
*Member, Office of the Chief Executive
INFORMATION FOR INVESTORS
CORPORATE HEADQUARTERS
E. I. du Pont de Nemours and Company 1007 Market Street
Wilmington, DE 19898
Telephone: 302 774-1000
E-mail: find.info@usa.dupont.com
2003 ANNUAL MEETING
The annual meeting of the shareholders will be held at 10:30 a.m., Wednesday,
April 30, in The Playhouse Theatre in the DuPont Building, 1007 Market Street,
Wilmington, Delaware.
STOCK EXCHANGE LISTINGS
DuPont common stock is listed on the New York Stock Exchange, Inc. (Symbol DD)
and on certain foreign exchanges. Quarterly high and low market prices are shown
in Item 5 of the Form 10-K.
DuPont preferred stock is listed on the New York Stock Exchange, Inc. (Symbol
DDPrA for $3.50 series and Symbol DDPrB for $4.50 series).
DIVIDENDS
Common and preferred dividends are usually declared in January, April, July and
October. Dividends on common stock are usually paid on or about March 14, June
12, September 12 and December 14. Preferred dividends are paid on or about the
25th of January, April, July and October.
INDEPENDENT ACCOUNTANTS
PricewaterhouseCoopers LLP
Two Commerce Square, Suite 1700
2001 Market Street
Philadelphia, PA 19103
SHAREHOLDER SERVICES
Inquiries from shareholders about stock accounts, transfers, certificates,
dividends (including direct deposit and reinvestment), name or address changes
and electronic receipt of proxy materials may be directed to DuPont's stock
transfer agent:
EquiServe Trust Company N.A.
P.O. Box 43069
Providence, RI 02940-3069
or call: in the United States and Canada -
888 983-8766 (toll free)
other locations - 781 575-2724
for the hearing impaired -
TDD: 800-952-9245 (toll free)
or visit EquiServe's home page at
http://www.equiserve.com
INVESTOR RELATIONS
Institutional investors and other representatives of financial institutions
should contact:
E. I. du Pont de Nemours and Company
DuPont Investor Relations
1007 Market Street - D-11018
Wilmington, DE 19898
or call 302 774-4994
BONDHOLDER RELATIONS
E. I. du Pont de Nemours and Company
DuPont Finance
1007 Market Street - D-8028
Wilmington, DE 19898
or call 302 774-3086
DUPONT ON THE INTERNET
Financial results, news and other information about DuPont can be accessed
from the company's Web site at http://www.dupont.com. This site includes
important information on products and services, financial reports, news
releases, environmental information and career opportunities. The company's
periodic and current reports filed with the SEC are available on its Web
site, free of charge, as soon as reasonably practicable after being filed.
PRODUCT INFORMATION / REFERRAL
From the United States and Canada: 800 441-7515
From other locations: 302 774-1000
E-mail: find.info@usa.dupont.com
On the Internet: http://www.dupont.com
PRINTED REPORTS AVAILABLE TO SHAREHOLDERS
The following company reports may be obtained, without charge:
1. 2002 Annual Report to the Securities and Exchange Commission, filed on
Form 10-K;
2. Quarterly reports to the Securities and Exchange Commission, filed on
Form 10-Q;
3. 2002 Annual Review
4. 2002 DuPont Sustainable Growth Progress Report detailing progress in
environmental improvement, social value and shareholder value. Requests
should be addressed to:
DuPont Corporate Information Center
CRP705-GS25
P.O. Box 80705
Wilmington, DE 19880-0705
or call 302 774-5991
E-mail: find.info@usa.dupont.com
SERVICES FOR SHAREHOLDERS
ONLINE ACCOUNT ACCESS
Registered shareholders may access their accounts and obtain online answers to
stock transfer questions by signing up for Internet account access. Call
toll-free 888 983-8766 (outside the United States and Canada, call 781 575-2724)
to obtain by mail a temporary personal identification number and information on
viewing your account over the Internet.
DIVIDEND REINVESTMENT PLAN
An automatic dividend reinvestment plan is available to all registered
shareholders. Common or preferred dividends can be automatically reinvested in
DuPont common stock. Participants also may add cash for the purchase of
additional shares. A detailed account statement is mailed after each investment.
Your account can also be viewed over the Internet if you have Online Account
Access (see above). To enroll in the plan, please contact EquiServe (listed
above).
ONLINE DELIVERY OF PROXY MATERIALS
You may elect to receive proxy materials electronically next year in place of
printed materials. Doing so will save DuPont printing and mailing expenses,
reduce environmental impact, and provide you immediate access to the annual
report, proxy statement and voting form when they become available. Sign up at
these Internet sites:
Registered shareholders (those with certificates or participating in DuPont's
dividend reinvestment plan): http://www.econsent.com/dd/
Shareholders with brokerage or bank accounts: http://www.icsdelivery.com (See
this web site for the list of brokers and banks which offer this capability.)
Note: sign-up will apply to all companies in your brokerage or bank account.
DIRECT DEPOSIT OF DIVIDENDS
Registered shareholders who would like their dividends directly deposited in a
U.S. bank account should contact EquiServe (listed above).
DUPONT MAGAZINE
Shareholders who are interested in learning more about the company's products
and the contributions they make to society may request a free, one-year
subscription to DuPont Magazine. Call 800 228-2558.
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
|---|
| This ‘10-K’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| | 1/1/07 | | 39 |
| | 12/31/04 | | 37 | | | | | 10-K, 11-K, 4, 8-K |
| | 12/31/03 | | 17 | | 60 | | | 10-K, 11-K, 4, 5, 8-K |
| | 4/30/03 | | 1 | | | | | DEF 14A |
| Filed on: | | 2/28/03 | | 11 | | 48 |
| | 2/24/03 | | 50 |
| | 1/31/03 | | 1 | | 12 |
| | 1/28/03 | | 45 | | | | | 8-K |
| | 1/15/03 | | 45 | | | | | 8-K |
| | 1/1/03 | | 18 | | 58 |
| For Period End: | | 12/31/02 | | 1 | | 82 | | | 11-K, 4, 8-K, NT 11-K |
| | 11/6/02 | | 77 | | | | | 424B5 |
| | 10/23/02 | | 45 | | | | | 8-K |
| | 10/4/02 | | 45 | | | | | 8-K |
| | 10/3/02 | | 45 |
| | 7/1/02 | | 59 |
| | 6/30/02 | | 61 | | | | | 10-Q, 4, 8-K |
| | 6/15/02 | | 18 | | 55 |
| | 5/31/02 | | 21 | | 77 | | | 4 |
| | 4/1/02 | | 59 |
| | 3/31/02 | | 45 | | | | | 10-Q, 4 |
| | 3/21/02 | | 45 | | | | | 10-K, DEF 14A |
| | 1/23/02 | | 45 | | | | | 8-K |
| | 1/9/02 | | 45 | | | | | 4 |
| | 1/1/02 | | 50 | | 84 |
| | 12/31/01 | | 33 | | 82 | | | 10-K, 11-K, 4, 8-K |
| | 12/12/01 | | 45 |
| | 10/1/01 | | 4 | | 86 |
| | 9/30/01 | | 63 | | | | | 10-Q, 11-K, 8-K |
| | 6/30/01 | | 62 | | | | | 10-Q |
| | 3/31/01 | | 45 | | 62 | | | 10-Q, 4 |
| | 1/1/01 | | 50 | | 65 |
| | 12/31/00 | | 36 | | 80 | | | 10-K, 11-K, 4 |
| | 9/1/00 | | 11 |
| | 1/1/00 | | 45 | | 68 |
| | 12/31/99 | | 45 | | | | | 10-K, 11-K |
| | 10/1/99 | | 59 |
| | 7/13/99 | | 9 |
| | 4/22/99 | | 45 |
| | 1/1/99 | | 11 | | 45 |
| | 12/31/98 | | 45 | | | | | 10-K405, 10-K405/A, 11-K, NT 11-K |
| | 3/31/98 | | 45 |
| | 2/1/98 | | 11 |
| | 1/28/98 | | 45 | | | | | 8-K |
| | 5/19/97 | | 9 |
| | 4/30/97 | | 45 | | | | | DEF 14A, PRE 14A |
| | 1/29/97 | | 45 | | | | | 8-K |
| | 6/4/96 | | 45 |
| | 1/27/95 | | 9 | | 74 |
| | 1/25/95 | | 45 | | | | | 8-K |
| | 4/26/94 | | 45 |
| | 6/19/93 | | 9 | | 74 |
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Filing Submission 0000930413-03-000634 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
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