UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1995
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number 1-815
E. I. du Pont de Nemours and Company
(Exact Name of Registrant as Specified in Its Charter)
Delaware 51-0014090
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1007 Market Street, Wilmington, Delaware 19898
(Address of Principal Executive Offices)
(302) 774-1000
(Registrant's Telephone Number)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
555,322,776 shares (excludes 23,720,433 shares held by DuPont's
Flexitrust) of common stock, $0.60 par value, were outstanding at
October 31, 1995.
1
<PAGE>
Form 10-Q
E. I. DU PONT DE NEMOURS AND COMPANY
Table of Contents
Page(s)
-------
Part I
Item 1. Financial Statements
Consolidated Income Statement ............................... 3
Consolidated Statement of Cash Flows ........................ 4
Consolidated Balance Sheet .................................. 5
Notes to Financial Statements ............................... 6-8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
Financial Results ........................................... 9
Industry Segment Performance ................................ 9-10
Consolidated Industry Segment Information ................... 11-12
Financial Condition ......................................... 13-14
Part II
Item 1. Legal Proceedings .................................... 14-15
Item 5. Other Information .................................... 16
Item 6. Exhibits and Reports on Form 8-K ..................... 16-17
Signature ....................................................... 18
Exhibit Index ................................................... 19
Exhibit 3.2 - Bylaws of E. I. du Pont de Nemours and Company .... 20
Exhibit 11 - Computation of Earnings Per Share .................. 21
Exhibit 12 - Computation of Ratio of Earnings to Fixed Charges .. 22
2
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<TABLE>
Form 10-Q
E. I. DU PONT DE NEMOURS AND COMPANY AND CONSOLIDATED SUBSIDIARIES
<CAPTION>
Three Months Ended Nine Months Ended
CONSOLIDATED INCOME STATEMENT<Fa><Fb> September 30 September 30
- -----------------------------------------------------------------------------------------------------
(Dollars in millions, except per share) 1995 1994 1995 1994
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
SALES ............................................. $10,200 $ 9,845 $31,778 $29,196
Other Income ...................................... 220 184 805 667
------- ------- ------- -------
Total ......................................... 10,420 10,029 32,583 29,863
------- ------- ------- -------
Cost of Goods Sold and Other Expenses ............. 7,502 7,373 23,136 21,540
Selling, General and Administrative Expenses ...... 723 708 2,245 2,081
Depreciation, Depletion and Amortization .......... 647<Fc> 797<Fd> 1,937<Fc> 2,170<Fd>
Exploration Expenses, Including Dry Hole Costs
and Impairment of Unproved Properties ........... 79 92 221 204
Interest and Debt Expense ......................... 205 145 561 435
------- ------- ------- -------
Total ......................................... 9,156 9,115 28,100 26,430
------- ------- ------- -------
EARNINGS BEFORE INCOME TAXES ...................... 1,264 914 4,483 3,433
Provision for Income Taxes ........................ 495 267<Fe> 1,817 1,352<Fe>
------- ------- ------- -------
NET INCOME ........................................ $ 769 $ 647 $ 2,666 $ 2,081
======= ======= ======= =======
EARNINGS PER SHARE OF COMMON STOCK<Ff>............. $ 1.38 $ .95 $ 4.47 $ 3.05
======= ======= ======= =======
DIVIDENDS PER SHARE OF COMMON STOCK ............... $ .52 $ .47 $ 1.51 $ 1.35
======= ======= ======= =======
See pages 6 to 8 for Notes to Financial Statements.
</TABLE>
3
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<TABLE>
Form 10-Q
<CAPTION>
Nine Months Ended
CONSOLIDATED STATEMENT OF CASH FLOWS<Fa><Fb> September 30
- ---------------------------------------------------------------------------------------------
(Dollars in millions) 1995 1994
- ---------------------------------------------------------------------------------------------
<S> <C> <C>
CASH PROVIDED BY OPERATIONS
Net Income ........................................................ $ 2,666 $ 2,081
Adjustments to Reconcile Net Income to Cash
Provided by Operations:
Depreciation, Depletion and Amortization ...................... 1,937 2,170
Dry Hole Costs and Impairment of Unproved Properties .......... 77 70
Other Noncash Charges and Credits - Net ....................... (196) (148)
Change in Operating Assets and Liabilities - Net .............. (14) 219
------- -------
Cash Provided by Operations ................................. 4,470 4,392
------- -------
INVESTMENT ACTIVITIES
Purchases of Property, Plant and Equipment ........................ (2,329) (2,003)
Investment in Affiliates .......................................... (198) (67)
Proceeds from Sales of Assets ..................................... 234 262
Investments in Short-Term Financial Instruments - Net ............. 435 (1,003)
Miscellaneous - Net ............................................... (46) 149
------- -------
Cash Used for Investment Activities ......................... (1,904) (2,662)
------- -------
FINANCING ACTIVITIES
Dividends Paid to Stockholders .................................... (905) (925)
Net Increase (Decrease) in Borrowings ............................. 5,421 (814)
Purchase of Treasury Stock ........................................ (8,350) -
Proceeds from Issuance of Common Stock through
Public and Private Offerings .................................... 1,747 -
Common Stock Issued in Connection with Compensation Plans ......... 49 88
------- -------
Cash Used for Financing Activities .......................... (2,038) (1,651)
------- -------
Effect of Exchange Rate Changes on Cash ............................. 40 122
------- -------
INCREASE IN CASH AND CASH EQUIVALENTS ............................... $ 568 $ 201
======= =======
See pages 6 to 8 for Notes to Financial Statements.
</TABLE>
4
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<TABLE>
<CAPTION>
Form 10-Q
CONSOLIDATED BALANCE SHEET<Fa><Fb> September 30 December 31
- --------------------------------------------------------------------------------------------------------
(Dollars in millions, except per share) 1995 1994
- --------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and Cash Equivalents ............................................. $ 1,424 $ 856
Marketable Securities ................................................. 117 253
Accounts and Notes Receivable ......................................... 5,115 5,213
Inventories<Fg> ....................................................... 4,183 3,969
Prepaid Expenses ...................................................... 353 259
Deferred Income Taxes ................................................. 412 558
------- -------
Total Current Assets ................................................ 11,604 11,108
PROPERTY, PLANT AND EQUIPMENT, less accumulated depreciation,
depletion and amortization (September 30, 1995 - $28,701;
December 31, 1994 - $27,718) .......................................... 21,269 21,120
INVESTMENT IN AFFILIATES ................................................ 1,998 1,662
OTHER ASSETS ............................................................ 3,120 3,002
------- -------
TOTAL ............................................................... $37,991 $36,892
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable ...................................................... $ 2,382 $ 2,734
Short-Term Borrowings and Capital Lease Obligations ................... 7,100 1,292
Income Taxes .......................................................... 542 409
Other Accrued Liabilities ............................................. 3,452 3,130
------- -------
Total Current Liabilities ........................................... 13,476 7,565
LONG-TERM BORROWINGS AND CAPITAL LEASE OBLIGATIONS ...................... 5,971 6,376
OTHER LIABILITIES ....................................................... 8,478 8,438
DEFERRED INCOME TAXES ................................................... 1,788 1,494
------- -------
Total Liabilities ................................................... 29,713 23,873
------- -------
MINORITY INTERESTS IN CONSOLIDATED SUBSIDIARIES ......................... 216 197
------- -------
STOCKHOLDERS' EQUITY
Preferred Stock ....................................................... 237 237
Common Stock, $.60 par value; 900,000,000 shares authorized;
shares issued at September 30, 1995 - 735,045,428;
December 31, 1994 - 681,004,944 ..................................... 441 408
Additional Paid-In Capital ............................................ 8,640 4,771
Reinvested Earnings ................................................... 9,167 7,406
Common Stock Held in Trust for Unearned Employee Compensation
and Benefits, at Market (Shares: September 30, 1995 - 23,767,292) .. (1,634) -
Common Stock Held in Treasury, at Cost (Shares: September 30, 1995 -
156,000,000) ........................................................ (8,789) -
------- -------
Total Stockholders' Equity .......................................... 8,062 12,822
------- -------
TOTAL ............................................................... $37,991 $36,892
======= =======
See pages 6 to 8 for Notes to Financial Statements.
</TABLE>
5
<PAGE>
Form 10-Q
NOTES TO FINANCIAL STATEMENTS
(Dollars in millions, except per share)
[FN]
<Fa>These statements are unaudited, but reflect all adjustments that, in the
opinion of management, are necessary to provide a fair presentation of
the financial position, results of operations and cash flows for the
dates and periods covered. All such adjustments are of a normal
recurring nature. Certain reclassifications of prior periods have
been made to conform to current periods.
<Fb>On April 6, 1995, the company acquired 156 million shares of its common
stock from Seagram for $56.25 per share. At September 30, 1995 these
shares are held by the company as treasury stock. Consideration
consisted of (i) $1,000 in cash, (ii) 90-day promissory notes totaling
approximately $7,300 and (iii) warrants valued at approximately $440
exercisable for 156 million shares of the company's common stock. In
general, the warrants allow Seagram to purchase 48 million DuPont
shares for a 60-day period ending on October 6, 1997 at a price of $89
per share; 54 million shares for a 60-day period ending on October 6,
1998 at a price of $101 per share; and 54 million shares for a 60-day
period ending on October 6, 1999 at a price of $114 per share. The
warrants are exercisable sooner in connection with certain significant
corporate events. The warrants are subject to various conditions,
including limitations on transfer to third parties.
Subsequent to April 6, 1995, the notes issued to Seagram were paid and
replaced by private-placement commercial paper borrowings of the
company with a weighted-average interest rate at September 30, 1995 of
6 percent.
In the second quarter, the company: (i) sold through public and private
offerings 27,339,375 shares of newly-issued common stock for $1,747
and (ii) established a Flexitrust that will effect the sale or
distribution of common stock to satisfy existing employee compensation
and benefit programs. In May, DuPont issued 24 million shares of
common stock to the Flexitrust in return for a $1,612 promissory note
and $14 in cash. At September 30, 1995, 23,767,292 shares with a
market value of $1,634 were held by the Flexitrust. The Flexitrust
is classified as unearned compensation in Stockholders' Equity.
6
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Form 10-Q
[FN]
Set forth below is a reconciliation of activity in Common Stock,
Additional Paid-In Capital, and the Flexitrust accounts from
January 1, 1995 through September 30, 1995:
1995
Shares Amount
Common Stock, $.60 par value 900,000,000
shares authorized, issued:
January 1 ............................ 681,004,944 $ 408
Issuance of shares in connection with:
Public and private offerings ....... 27,339,375 16
Flexitrust ......................... 24,000,000 14
Compensation plans ................. 2,701,109 3
September 30 ......................... 735,045,428 $ 441
=========== =======
Additional Paid-In Capital
January 1 .............................. $ 4,771
Changes due to:
Public and private offerings ......... 1,731
Common stock held by the Flexitrust .. 1,636
Shares issued by Flexitrust .......... (11)
Compensation plans ................... 74
Issuance of warrants to purchase
common stock ....................... 439
September 30 ......................... $ 8,640
=======
Common Stock Held in Trust for Unearned
Employee Compensation and Benefits
(Flexitrust), at Market
January 1 .............................. - $ -
Establishment of Flexitrust ............ (24,000,000) (1,626)
Shares issued .......................... 232,708 16
Adjustment to market value ............. - (24)
September 30 ......................... (23,767,292) $(1,634)
=========== =======
<Fc>Effective with property, plant and equipment (PP&E) placed in service
beginning in 1995 for the company's nonpetroleum businesses, the
company changed from an accelerated method to a straight-line method
of depreciation. This change in accounting principle is being made to
reflect management's belief that the productivity of such PP&E will
not appreciably diminish in the early years of its useful life, and it
will not be subject to significant additional maintenance in the later
years of its useful life. In these circumstances, straight-line
depreciation is preferable in that it provides a better matching of
7
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Form 10-Q
[FN]
costs with revenues. Additionally, the change to the straight-line
method will conform to predominant industry practice. This change did
not have a material impact for the first nine months of 1995, and it
is not expected to have a material effect for full year 1995 results.
<Fd>Includes $115 related to write-down of certain North Sea oil properties
held for sale.
<Fe>Includes a benefit of $127 principally related to a favorable change in
tax status resulting from a transfer of properties among certain North
Sea affiliates.
<Ff>Earnings per share are calculated on the basis of the following average
number of common shares outstanding:
Three Months Ended Nine Months Ended
September 30 September 30
1995 554,978,850 595,129,571
1994 680,634,456 679,686,654
The 23,767,292 shares held by the Flexitrust at September 30, 1995 are
not considered outstanding in computing the foregoing average shares
outstanding. Earnings per share calculations that reflect the impact of
common stock equivalents in the periods presented either are anti-
dilutive or result in no dilution of earnings per share.
Earnings per share for the nine months ended September 30, 1995 of
$4.47, do not equal the sum of the first quarter's earnings per share
($1.40), the second quarter's earnings per share ($1.70), and the third
quarter's earnings per share ($1.38) due to the significant changes in
average common shares outstanding beginning with the second quarter.
See Note (b) for a description of major common stock transactions.
<Fg>Inventories September 30 December 31
----------- 1995 1994
------------ -----------
Chemicals ............................ $ 294 $ 237
Fibers ............................... 759 677
Polymers ............................. 656 617
Petroleum ............................ 1,358 1,365
Diversified Businesses ............... 1,116 1,073
------ ------
Total .............................. $4,183 $3,969
====== ======
8
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Form 10-Q
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
(a) Results of Operations
(1) Financial Results:
The company reported record earnings for a third quarter of
$1.38 per share, exceeding by 45 percent the $.95 earned in the
third quarter of 1994. Net income totaled $769 million compared to
$647 million earned in 1994.
Average shares outstanding for the quarter were 18 percent
less than last year's levels due to the redemption of DuPont common
stock from Seagram earlier this year. Excluding the related
accretion effect, net income increased 28 percent. The current
quarter's results also reflect insurance recoveries related to
environmental remediation that resulted in a benefit of $.12 per
share, and a more favorable allocation of DuPont Merck joint
venture operating income to DuPont.
For the first nine months of 1995, earnings per share
totaled $4.47 and exceeded 1994 previous record first nine months
earnings per share by 47 percent. Net income for the first nine
months of 1995 was $2.7 billion compared to $2.1 billion in the
same period last year. Year-to-date sales totaled $31.8 billion
versus $29.2 billion last year, up 9 percent.
The business climate in the third quarter was difficult as
growth in key global economies slowed. This slowdown translated
into flat to marginally positive volume gains in the company's
chemicals and specialties businesses, and continued downward
pressure on prices and margins in its energy businesses. In spite
of these conditions, emphasis on cost control allowed DuPont to
generate solid earnings gains and to continue its ongoing progress
in achieving sustained profitable growth worldwide.
(2) Industry Segment Performance:
The following text compares third quarter 1995 results
with third quarter 1994 for each industry segment, excluding the
impact of nonrecurring items described in the footnotes to the
"Consolidated Industry Segment Information" table. Chemicals and
specialties segments also reflect an allocation, approximately in
proportion to each segment's sales, of the environmental remedia-
tion insurance recoveries discussed above.
9
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Form 10-Q
Sales for the third quarter were $10.2 billion, up
4 percent from the prior year. Chemicals and specialties
segments sales were up 6 percent, due principally to higher
selling prices. Worldwide sales volume was marginally higher,
as increases outside the United States were essentially offset
by lower U.S. volumes. Petroleum segment sales were up
1 percent.
o Chemicals segment earnings were $159 million, up
$55 million, or 53 percent, reflecting better results for
white pigments and specialty chemicals. Segment sales
increased 7 percent reflecting 10 percent higher selling
prices, partly offset by 3 percent lower sales volume.
o Fibers segment earnings of $194 million were up
$30 million, or 18 percent, principally due to a
significant earnings improvement in aramids. Segment
sales increased 3 percent, as 4 percent higher selling
prices were partly offset by 1 percent lower volume.
o Polymers segment earnings were $198 million, up
$21 million, or 12 percent, reflecting improved results in
fluoropolymers and packaging & industrial polymers. Segment
sales grew 8 percent, reflecting 6 percent higher selling
prices, and 2 percent higher volume.
o Petroleum segment earnings were $182 million, up
$10 million, or 6 percent from last year. Upstream's
results were $90 million, up 8 percent largely due to
lower operating and exploration costs offsetting the
impact of lower gas prices. Downstream earnings, also
benefitting from improved costs, were $92 million,
3 percent higher.
o Diversified Businesses segment earnings totaled
$192 million, up $57 million or 42 percent, principally
reflecting higher earnings from the DuPont Merck
pharmaceutical joint venture. This resulted, in part,
from a more favorable allocation of the joint venture's
operating income to DuPont to recognize the performance of
assets initially contributed to the venture by DuPont.
These improved results were partly offset by higher costs
incurred by DuPont for the new hypertension drug,
"Cozaar." Segment sales were up 6 percent due to
3 percent higher sales volume, and 3 percent higher
prices.
10
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<TABLE>
Form 10-Q
E. I. DU PONT DE NEMOURS AND COMPANY AND CONSOLIDATED SUBSIDIARIES
<CAPTION>
Three Months Ended Nine Months Ended
CONSOLIDATED INDUSTRY SEGMENT INFORMATION September 30 September 30
- -----------------------------------------------------------------------------------------------------
(Dollars in millions, except per share) 1995 1994 1995 1994
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
SALES
- -----
Chemicals ........................................... $ 1,052 $ 983 $ 3,175 $ 2,790
Fibers .............................................. 1,728 1,677 5,414 5,044
Polymers ............................................ 1,700 1,577 5,321 4,679
Petroleum ........................................... 4,383 4,344 13,192 12,345
Diversified Businesses .............................. 1,337 1,264 4,676 4,338
------- ------- ------- -------
Total ........................................... $10,200 $ 9,845 $31,778 $29,196
======= ======= ======= =======
AFTER-TAX OPERATING INCOME<Fa><Fb>
- --------------------------
Chemicals ........................................... $ 162 $ 77 $ 508<Fc>$ 261
Fibers .............................................. 198 164 638<Fc> 485
Polymers ............................................ 201 193 666 523
Petroleum ........................................... 182 146 566 562
Diversified Businesses .............................. 180 169 674<Fd> 525<Fd>
------- ------- ------- -------
Total ........................................... 923 749 3,052 2,356
Interest and Other Corporate
Expenses Net of Tax ............................... (154) (102) (386) (275)
------- ------- ------- -------
NET INCOME .......................................... $ 769 $ 647 $ 2,666 $ 2,081
- ---------- ======= ======= ======= =======
<FN>
<Fa>Third quarter 1995 includes a charge of $24 for printing and publishing
operations, principally for employee separation costs in Europe, a
litigation provision of $13 related to a previously sold business, and
adjustments in estimates associated with the third quarter 1993
restructuring charge, which result in the following net (charges)/
benefits:
Chemicals $ 3
Fibers 4
Polymers 3
Diversified Businesses (12)
----
$ (2)
----
</TABLE>
11
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Form 10-Q
[FN]
<Fb>1994 includes the following third-quarter (charges)/benefits:
Chemicals $(27)(1)
Polymers 16 (2)
Petroleum (26)(2)
Diversified Businesses 34 (2)
----
$ (3)
----
(1) Associated with discontinuation of certain products and asset sales
and write-downs.
(2) Reflects adjustments in estimates associated with the third quarter
1993 restructuring charge. In addition, the Petroleum segment also
includes additional charges for employee separation costs, a loss of
$95 from write-down of certain North Sea oil properties held for sale
and a benefit of $127 principally related to a favorable change in tax
status resulting from a transfer of properties among certain North Sea
affiliates.
<Fc>The Chemicals and Fibers segments reflect an additional benefit of $7 and
$27, respectively, principally an adjustment of estimates associated with
the third quarter 1993 restructuring charge.
<Fd>Also includes charges of $63 and $47 associated with "Benlate" DF 50
fungicide recall from the quarters ended June 30, 1995 and 1994,
respectively.
12
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Form 10-Q
(b) Financial Condition at September 30, 1995
DuPont recorded a net cash inflow from operations of $4.5 billion
for the first nine months of 1995, as compared with $4.4 billion for the
same period in 1994. Inflows from higher net income were partially offset
by lower depreciation, depletion and amortization. Depreciation, depletion
and amortization in 1994 included $115 million for the writedown of a
petroleum property.
Year-to-date capital expenditures for plant, property and equipment
and investments in equity affiliates were $2.5 billion, up $457 million from
the same period last year. The company currently expects capital expendi-
tures for the year to be about $3.5 billion. In 1994, capital expenditures
were $3.1 billion.
Certain ratios are shown below:
At 9/30/95 At 12/31/94
---------- -----------
Debt Ratio (total debt to total
capitalization) 61% 37%
Current Ratio (current assets
to current liabilities) 0.9:1 1.5:1
Days' sales outstanding averaged 38 days in the third quarter,
unchanged from the prior quarter and up one day from the third quarter of
1994. The ratio of earnings to fixed charges was 6.4 for the first nine
months of 1995, up from 6.1 for the year 1994.
Following the stock redemption from Seagram in April, Moody's
Investors Service (Moody's) lowered its rating on the company's senior long-
term debt to Aa3 from Aa2. The company's commercial paper rating was not
under review and was affirmed at Prime-1 by Moody's. Standard & Poor's
(S&P) lowered its rating on the company's senior debt and preferred stock to
AA- from AA and affirmed its commercial paper rating of A-1+. The ratings
outlook by S&P remains negative. The company does not expect that these
changes or any prospective change in its credit ratings as a result of the
share redemption from Seagram will have a material impact on its interest
and debt expenses or on its access to borrowings. As of September 30, 1995,
the company's unused short-term bank credit lines supporting its commercial
paper programs were $5.4 billion. The company currently expects its Debt
Ratio to be about 40 percent by year end 1996.
13
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Form 10-Q
As previously indicated, the company plans to sell about
$2 billion in assets to help finance the stock redemption from Seagram.
PART II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
In 1991, DuPont began receiving claims by growers that use of
"Benlate" 50 DF fungicide had caused crop damages. Based on the belief that
"Benlate" 50 DF fungicide would be found to be a contributor to the claimed
damage, DuPont began paying claims. In 1992, after 18 months of extensive
research, DuPont scientists concluded that "Benlate" 50 DF was not
responsible for plant damage reports received since March 1991. Concurrent
with these research findings, DuPont stopped paying claims relating to those
reports. To date, DuPont has been served with more than 700 lawsuits by
growers who allege plant damage from using "Benlate" 50 DF fungicide. Fewer
than 130 of the lawsuits brought against the company since 1991 remain, the
rest having been disposed of by trial, dismissal, or settlement. In August
1995, the federal district court in Georgia, which in the summer of 1993 had
presided over the first "Benlate" case to go to trial, issued an order
finding that DuPont had engaged in discovery abuse during the trial, and
conditionally fined DuPont $115 million. DuPont is appealing that order to
the 11th Circuit Court of Appeals. Following the Georgia District Court's
order, a shareholder derivative action suit was filed alleging that DuPont's
Board of Directors breached various duties in its role in the "Benlate"
litigation. That suit has been stayed pending the resolution of DuPont's
appeal of the Georgia court's order. In September 1995, a Florida
administrative hearing officer issued an order recommending dismissal of the
Florida Department of Agriculture's administrative complaint against DuPont
alleging "Benlate" was contaminated and caused injury to plants. DuPont
continues to believe that "Benlate" 50 DF fungicide did not cause the
alleged damages and intends to prove this in ongoing matters.
Since 1989, DuPont has been served with approximately 100 home-
owner lawsuits in numerous state and federal courts alleging damages as a
result of leaks in certain polybutylene plumbing systems. Numerous class
actions alleging the same damages have also been filed. In most cases,
DuPont is a codefendant with Shell, Hoechst-Celanese, and parts
manufacturers. The polybutylene plumbing systems consist of flexible pipe
extruded from polybutylene connected by fittings made from acetal. Shell
Chemical is the sole producer of polybutylene; the acetals are provided by
Hoechst-Celanese and DuPont. During 1994, DuPont settled a majority of the
Texas lawsuits in which it was a defendant. In these cases DuPont will
provide up to $34 million to cover approximately 64,000 claims. Preliminary
14
<PAGE>
Form 10-Q
approval has been given to a settlement by DuPont of a nationwide class
action pending in Alabama. The settlement is a part of the company's
efforts to achieve a nationwide resolution to this matter. Under its terms,
DuPont's potential funding commitment will not exceed 8% of replacement
costs and actual damages and is limited to a total funding commitment of
$120 million. A Fairness Hearing to determine final approval of the
settlement is scheduled for November 17, 1995. It is not known how many
commercial and residential units nationwide have plumbing systems containing
acetals manufactured by DuPont, and the total number of potential plaintiffs
included in all class actions filed has not been determined at this time.
DuPont has not been to trial in any case. Claims outside of litigation
continue to be handled by the Plumbing Claims Group (PCG), a nonprofit
corporation formed and funded by Shell, Hoechst-Celanese and DuPont to carry
out repairs to leaking polybutylene/acetal plumbing systems.
The company's balance sheets reflect accruals for estimated costs
associated with these matters. Adverse changes in estimates of such costs
could result in additional future charges.
On October 18, 1991, the Environmental Protection Agency (EPA)
issued an Administrative Order under the Resource Conservation and Recovery
Act directing Conoco Pipeline Company (CPLC) to undertake specific remedial
measures related to a former oil reprocessing facility in Converse County,
Wyoming. CPLC contested the Administrative Order, and has taken voluntary
measures at the site together with other interested parties. On
February 19, 1993, the U.S. Department of Justice filed a lawsuit against 10
entities, including CPLC, to enforce the Order and collect penalties. CPLC
has settled this matter with the U.S. Government, and that settlement has
been approved by the Court. CPLC along with four other companies has agreed
to a cleanup of this site and to pay as a group $300,000 in civil penalties.
CPLC will pay a share of about 5% of costs. Cleanup of the site, which may
exceed $8.9 million in cost, is proceeding pursuant to the settlement, and
contribution has been obtained from the majority of other potentially
responsible parties. An action against the site owner/operator's insurance
carrier is pending.
On July 28, 1995, DuPont received an Administrative Complaint from
the Region V office of the EPA alleging nineteen recordkeeping and reporting
violations of sections 311 and 312 of the Emergency Planning and Community
Right to Know Act at DuPont's East Chicago plant between 1987 and 1991. The
complaint proposes a penalty of $262,260. Informal settlement discussions
with the EPA to settle the matter are underway.
15
<PAGE>
Form 10-Q
Item 5. OTHER INFORMATION
The following changes were made to the board of directors and top
management of the company during September and October of 1995.
In a Current Report on Form 8-K dated September 28, 1995, DuPont
reported that Edgar S. Woolard, Jr., DuPont chairman and chief executive
officer since May 1989, will retire December 31. He will continue to serve
as chairman of the company's Board of Directors. Succeeding Woolard as
chief executive officer will be Vice Chairman John A. Krol. Krol became
president on October 1 and will become chief executive officer on
December 1. He has served as vice chairman since March 1992.
In a press release dated October 10, 1995, DuPont announced that
Constantine S. "Dino" Nicandros, chairman, president and chief executive
officer of Conoco, Inc., and a vice chairman of DuPont, has elected to
retire February 29, 1996. Nicandros will be succeeded as president and
chief executive officer of Conoco on January 1, 1996, by Archie W. Dunham,
currently a Conoco executive vice president and DuPont senior vice
president. To assist in the transition, Nicandros will remain as chairman
of Conoco until his retirement. Conoco is the wholly owned petroleum
subsidiary of DuPont.
In a press release dated October 25, 1995, DuPont announced that
Lois D. Juliber, president of Colgate-Palmolive North America, was elected a
member of its board of directors. Concurrent with Juliber's election to the
board, the number of DuPont directors increased from 11 to 12.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
The exhibit index filed with this Form 10-Q is on page 19.
(b) Reports on Form 8-K
1. The company filed a Current Report on Form 8-K, dated
August 22, 1995, 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. 33-48128, No. 33-53327 and No. 33-61339). Through
this Form 8-K, a copy of the Registrant's Press Release,
dated August 21,1995, in response to the $115,000,000
fine issued by U.S. District Judge Robert J. Elliott of
Columbus, Georgia, was filed under Item 5.
16
<PAGE>
Form 10-Q
2. The company filed a Current report on Form 8-K, dated
September 28, 1995, 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. 33-48128, No. 33-53327 and No. 33-61339). Through
this Form 8-K, a copy of the Registrant's Press Release,
dated September 27, 1995, was filed under Item 5
announcing the retirement of Edgar S. Woolard, Jr. as
chief executive officer and the appointment of John A.
Krol as president and chief executive officer.
Mr. Woolard remains as chairman of the board.
3. The company filed a Current Report on Form 8-K, dated
October 25, 1995, 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. 33-48128, No. 33-53327 and No. 33-61339). Through
this Form 8-K, a copy of the Registrant's Earnings Press
Release, dated October 25, 1995, was filed under Item 7.
17
<PAGE>
Form 10-Q
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
E. I. DU PONT DE NEMOURS AND COMPANY
(Registrant)
Date: November 8, 1995
-----------------------------------------
By /s/C. L. Henry
-----------------------------------------
C. L. Henry
Executive Vice President - DuPont Finance
(As Duly Authorized Officer
and Principal Financial
and Accounting Officer)
18
<PAGE>
Form 10-Q
EXHIBIT INDEX
Exhibit
Number Description
------- -----------
3.2 Company's Bylaws, as last revised October 1, 1995.
11 Computation of Earnings Per Share.
12 Computation of Ratio of Earnings to Fixed Charges.
19
<PAGE>
Form 10-Q
Exhibit 3.2
BYLAWS
OF
E. I. DU PONT DE NEMOURS AND COMPANY
Incorporated Under The Laws of Delaware
AS REVISED October 1, 1995
20
<PAGE>
Form 10-Q
Exhibit 3.2
BYLAWS
Page
ARTICLE I.
MEETING OF STOCKHOLDERS:
Section 1. Annual 1
Section 2. Special 1
Section 3. Notice 1
Section 4. Quorum 1
Section 5. Organization 1
Section 6. Voting 2
Section 7. Inspectors 2
ARTICLE II.
BOARD OF DIRECTORS:
Section 1. Number 2
Section 2. Term 2
Section 3. Increase of Number 2
Section 4. Resignation 2
Section 5. Vacancies 2
Section 6. Regular Meetings 2
Section 7. Special Meetings 3
Section 8. Quorum 3
Section 9. Place of Meeting, Etc. 3
Section 10 Interested Directors; Quorum 3
ARTICLE III.
COMMITTEES OF THE BOARD:
Section 1. Committees 4
Section 2. Procedure 4
Section 3. Reports to the Board 4
Section 4. Strategic Direction Committee 4
Section 5. Audit Committee 5
Section 6 Environmental Policy Committee 5
Section 7. Compensation and Benefits Committee 5
ARTICLE IV.
OFFICE OF THE CHIEF EXECUTIVE 5
<PAGE>
Form 10-Q
Exhibit 3.2
Page
ARTICLE V.
OFFICERS:
Section 1. Officers 5
Section 2. Chairman of the Board 6
Section 3. President and Vice Chairman 6
Section 4. Executive Vice Presidents 6
Section 5. Vice Presidents 6
Section 6. Executive Vice President - Finance 6
Section 7. Treasurer 6
Section 8. Assistant Treasurer 6
Section 9. Controller 7
Section 10 Assistant Controller 7
Section 11. Secretary 7
Section 12. Assistant Secretary 7
Section 13. Removal 7
Section 14. Resignation 7
Section 15. Vacancies 7
ARTICLE VI.
MISCELLANEOUS:
Section 1. Indemnification of Directors or Officers 8
Section 2. Certificate for Shares 8
Section 3. Transfer of Shares 9
Section 4. Regulations 9
Section 5. Record Date of Stockholders 9
Section 6. Corporate Seal 9
ARTICLE VII.
AMENDMENTS 10
<PAGE>
Form 10-Q
Exhibit 3.2
BYLAWS
OF
E. I. DU PONT DE NEMOURS AND COMPANY
ARTICLE I.
MEETING OF STOCKHOLDERS
SECTION 1. Annual. Meetings of the stockholders for
the purpose of electing Directors, and transacting such other
proper business as may be brought before the meeting, shall be
held annually at such date, time and place, within or without
the State of Delaware as may be designated by the Board of
Directors ("Board").
SECTION 2. Special. Special meetings of the
stockholders may be called by the Board and shall be called by
the Secretary at the request in writing of the holders of record
of at least twenty-five percent of the outstanding stock of the
corporation entitled to vote. Special meetings shall be held
within or without the State of Delaware, as the Board shall
designate.
SECTION 3. Notice. Written notice of each meeting of
stockholders, stating the place, date and hour of the meeting,
and the purpose or purposes thereof, shall be mailed not less
than ten nor more than sixty days before the date of such
meeting to each stockholder entitled to vote thereat.
SECTION 4. Quorum. Unless otherwise provided by
statute, the holders of shares of stock entitled to cast a
majority of votes at a meeting, present either in person or by
proxy, shall constitute a quorum at such meeting.
Absence of a quorum of the holders of Common Stock or
Preferred Stock at any meeting or adjournment thereof, at which
under the Certificate of Incorporation the holders of Preferred
Stock have the right to elect any Directors, shall not prevent
the election of Directors by the other class of stockholders
entitled to elect Directors as a class if the necessary quorum
of stockholders of such other class shall be present in person
or by proxy.
SECTION 5. Organization. The Chairman of the Board or,
in the Chairman's absence, the President shall preside at
meetings of stockholders. The Secretary of the Company shall act
as Secretary of all meetings of the stockholders, but in the
absence of the Secretary the presiding officer may appoint a
Secretary of the meeting. The order of business for such
meetings shall be determined by the Chairman of the Board, or,
in the Chairman's absence, by the President.
<PAGE>
Form 10-Q
Exhibit 3.2
SECTION 6. Voting. Each stockholder entitled to vote
at any meeting shall be entitled to one vote, in person or by
written proxy, for each share held of record. Upon the demand of
any stockholder, such stockholder shall be entitled to vote by
ballot. All elections and questions shall be decided by
plurality vote, except as otherwise required by statute.
SECTION 7. Inspectors. At each meeting of the
stockholders the polls shall be opened and closed; the proxies
and ballots shall be received and be taken in charge, and all
questions touching the qualification of voters and the validity
of proxies, and the acceptance or rejection of votes shall be
decided by three Inspectors, two of whom shall have power to
make a decision. Such Inspectors shall be appointed by the Board
before the meeting, or in default thereof, by the presiding
officer at the meeting, and shall be sworn to the faithful
performance of their duties. If any of the Inspectors previously
appointed shall fail to attend or refuse or be unable to serve,
substitutes shall be appointed by the presiding officer.
ARTICLE II.
BOARD OF DIRECTORS
SECTION 1. Number. The business and affairs of the
Company shall be under the direction of the Board. The number of
Directors, which shall not be less than ten, shall be determined
from time to time by the vote of two-thirds of the whole Board.
SECTION 2. Term. Each Director shall hold office until
the next annual election of Directors and until the Director's
successor is elected and qualified.
SECTION 3. Increase of Number. In case of any increase
in the number of Directors between Annual Meetings of
Stockholders, each additional Director shall be elected by the
vote of two-thirds of the whole Board.
SECTION 4. Resignation. A Director may resign at any
time by giving written notice to the Chairman of the Board or
the Secretary. The acceptance thereof shall not be necessary to
make it effective; and such resignation shall take effect at the
time specified therein or, in the absence of such specification,
it shall take effect upon the receipt thereof.
SECTION 5. Vacancies. In case of any vacancy in the
Board for any cause, the remaining Directors, by vote of
majority of the whole Board, may elect a successor to hold
office for the unexpired term of the Director whose place is
vacant.
2
<PAGE>
Form 10-Q
Exhibit 3.2
SECTION 6. Regular Meetings. Regular meetings of the
Board shall be held at such times as the Board may designate. A
notice of each regular meeting shall not be required.
SECTION 7. Special Meetings. Special meetings of the
Board shall be held whenever called by the direction of the
Chairman of the Board, or of one-third of the Directors.
The Secretary shall give notice of such special
meetings by mailing the same at least two days before the
meeting, or by telegraphing the same at least one day before the
meeting to each Director; but such notice may be waived by any
Director. Unless otherwise indicated in the notice thereof, any
and all business may be transacted at a special meeting. At any
meeting at which every Director shall be present, any business
may be transacted, irrespective of notice.
SECTION 8. Quorum. One-third of the Board shall
constitute a quorum. If there be less than a quorum present at
any meeting, a majority of those present may adjourn the meeting
from time to time.
Except as otherwise provided by law, the Certificate
of Incorporation, or by these Bylaws, the affirmative vote of a
majority of the Directors present at any meeting at which there
is a quorum shall be necessary for the passage of any
resolution.
SECTION 9. Place of Meeting, Etc. The Directors shall
hold the meetings, and may have an office or offices in such
place or places within or outside the State of Delaware as the
Board from time to time may determine.
SECTION 10. Interested Directors; Quorum
1) No contract or other transaction between the Company
and one or more of its Directors, or between the Company and any
other corporation, partnership, association, or other
organization in which one or more of the Directors of the
Company is a Director or officer, or has a financial interest,
shall be void or voidable, because the Director is present at or
participates in the meeting of the Board or committee thereof
which authorizes the contract or transaction, or solely because
such Director's vote is counted for such purpose, if:
(a) the material facts as to such Director's
relationship or interest and as to the contract or transaction
are disclosed or are known to the Board or the committee, and
the Board or committee in good faith authorizes the contract or
transaction by the affirmative votes of a majority of the
disinterested Directors, even though the disinterested Directors
be less than a quorum; or
3
<PAGE>
Form 10-Q
Exhibit 3.2
(b) the material facts as to such Director's
relationship or interest and as to the contract or transaction
are disclosed or are known to the stockholders entitled to vote
thereon, and the contract or transaction is specifically
approved in good faith by vote of the stockholders; or
(c) the contract or transaction is fair as to the
Company as of the time it is authorized, approved or ratified,
by the Board, a committee thereof, or the stockholders; and
2) Common or interested Directors may be counted in
determining the presence of a quorum at a meeting of the Board
or of a committee which authorizes the contract or transaction.
ARTICLE III.
COMMITTEES OF THE BOARD
SECTION 1. Committees. The Board shall by the
affirmative vote of a majority of the whole Board, elect from
the Directors a Strategic Direction Committee, an Audit
Committee, an Environmental Policy Committee, and a Compensation
and Benefits Committee, and may, by resolution passed by a
majority of the whole Board, designate one or more additional
committees, each committee to consist of one or more Directors.
The Board shall designate for each of these committees a
Chairman, and, if desired, a Vice Chairman, who shall continue
as such during the pleasure of the Board. The number of members
of each committee shall be determined from time to time by the
Board.
SECTION 2. Procedure. Each Committee shall fix its own
rules of procedure and shall meet where and as provided by such
rules. A majority of a committee shall constitute a quorum. In
the absence or disqualification of a member of any committee,
the members of such committee present at any meeting, and not
disqualified from voting, whether or not they constitute a
quorum, may unanimously appoint another member of the Board to
act at the meeting in the place of any such absent or
disqualified member.
SECTION 3. Reports To The Board. Each Committee shall
keep regular minutes of its proceedings and shall periodically
report to the Board summaries of the Committee's significant
completed actions and such other matters as requested by the
Board.
SECTION 4. Strategic Direction Committee. The
Strategic Direction Committee shall review the Company's
strategic direction and overall objectives and shall have such
powers and perform such duties as may be assigned to it from
time to time by the Board.
4
<PAGE>
Form 10-Q
Exhibit 3.2
SECTION 5. Audit Committee. The Audit Committee shall
employ independent public accountants, subject to stockholder
ratification at each annual meeting, review the adequacy of
internal accounting controls and the accounting principles
employed in financial reporting, and shall have such power and
perform such duties as may be assigned to it from time to time
by the Board. None of the Members of the Audit Committee shall
be an officer or employee of the Company or its subsidiaries.
SECTION 6. Environmental Policy Committee. The
Environmental Policy Committee shall review the Company's
environmental policies and practices and shall have such powers
and perform such duties as may be assigned to it from time to
time by the Board.
SECTION 7. Compensation and Benefits Committee. The
Compensation and Benefits Committee shall have the power and
authority vested in it by the Compensation Plans of the Company
and shall have such powers and perform such duties as may be
assigned to it from time to time by the Board. None of the
members of the Compensation and Benefits Committee shall be an
officer or employee of the Company or its subsidiaries.
ARTICLE IV.
OFFICE OF THE CHIEF EXECUTIVE
The Board shall elect an Office of the Chief Executive
whose members shall include the Chairman of the Board, the
President, the Vice Chairman, and such other officers as may be
designated by the Board. The Office of the Chief Executive shall
have responsibility for the strategic direction and operations
of all the businesses of the Company and shall have such powers
and perform such duties as may be assigned to it from time to
time by the Board.
All significant completed actions by the Office of the
Chief Executive shall be reported to the Board at the next
succeeding Board meeting, or at its meeting held in the month
following the taking of such action.
ARTICLE V.
OFFICERS
SECTION 1. Officers. The officers of the Company shall
be a Chairman of the Board, a President, a Vice Chairman, one or
more Executive Vice Presidents, including an Executive Vice
President - Finance and a Secretary.
5
<PAGE>
Form 10-Q
Exhibit 3.2
The Board and the Office of the Chief Executive, may
appoint such other officers as they deem necessary, who shall
have such authority and shall perform such duties as may be
prescribed, respectively, by the Board or the Office of the
Chief Executive.
SECTION 2. Chairman of the Board. The Chairman of the
Board shall be the chief executive officer of the Company and
subject to the Board and the Office of the Chief Executive, the
Chairman shall have general charge of the business and affairs
of the Company. The Chairman shall preside at all meetings of
the stockholders and of the Board. The Chairman may sign and
execute all authorized bonds, contracts or other obligations, in
the name of the Company, and with the Treasurer may sign all
certificates of the shares in the capital stock of the Company.
SECTION 3. President and Vice Chairman. The President
and the Vice Chairman shall have such powers and perform such
duties as may be assigned to each of them by the Chairman of the
Board. In the absence or inability to act of the Chairman of the
Board, the President shall perform the duties of the Chairman of
the Board.
SECTION 4. Executive Vice Presidents. Each Executive
Vice President shall have such powers and perform such duties as
may be assigned to such Executive Vice President by the Board or
the Office of the Chief Executive.
SECTION 5. Vice Presidents. The Board or the Office of
the Chief Executive may appoint one or more Vice Presidents.
Each Vice President shall have such title, powers and duties as
may be assigned to such Vice President by the Board or the
Office of the Chief Executive.
SECTION 6. Executive Vice President - Finance. The
Executive Vice President - Finance shall be the chief financial
officer of the Company, and shall have such powers and perform
such duties as may be assigned to such Executive Vice President
- - Finance by the Board or the Office of the Chief Executive.
SECTION 7. Treasurer. The Board shall appoint a
Treasurer. Under the general direction of the Executive Vice
President - Finance, the Treasurer shall have such powers and
perform such duties as may be assigned to such Treasurer by the
Board or the Office of the Chief Executive.
SECTION 8. Assistant Treasurer. The Board or the
Office of the Chief Executive may appoint one or more Assistant
Treasurers. Each Assistant Treasurer shall have such powers and
shall perform such duties as may be assigned to such Assistant
Treasurer by the Board or the Office of the Chief Executive.
6
<PAGE>
Form 10-Q
Exhibit 3.2
SECTION 9. Controller. The Board may appoint a
Controller. Under the general direction of the Executive Vice
President - Finance, the Controller shall have such powers and
perform such duties as may be assigned to such Controller by the
Board or the Office of the Chief Executive.
SECTION 10. Assistant Controller. The Board or the
Office of the Chief Executive may appoint one or more Assistant
Controllers. Each Assistant Controller shall have such powers
and shall perform such duties as may be assigned to such
Assistant Controller by the Board or the Office of the Chief
Executive.
SECTION 11. Secretary. The Secretary shall keep the
minutes of all the meetings of the Board and the minutes of all
the meetings of the stockholders; the Secretary shall attend to
the giving and serving of all notices of meetings as required by
law or these Bylaws; the Secretary shall affix the seal of the
Company to any instruments when so required; and the Secretary
shall in general perform all the corporate duties incident to
the office of Secretary, subject to the control of the Board or
the Chairman of the Board, and such other duties as may be
assigned to the Secretary by the Board or the Chairman of the
Board.
SECTION 12. Assistant Secretary. The Board or the
Office of the Chief Executive may appoint one or more Assistant
Secretaries. Each Assistant Secretary shall have such powers and
shall perform such duties as may be assigned to such Assistant
Secretary by the Board or the Chairman of the Board or the
President; and such Assistant Secretary shall affix the seal of
the Company to any instruments when so required.
SECTION 13. Removal. All officers may be removed or
suspended at any time by the vote of the majority of the whole
Board. All officers, agents and employees, other than officers
elected or appointed by the Board, may be suspended or removed
by the committee or by the officer appointing them.
SECTION 14. Resignation. Any officer may resign at any
time by giving written notice to the Chairman of the Board, the
President or the Secretary. Unless otherwise stated in such
notice of resignation, the acceptance thereof shall not be
necessary to make it effective; and such resignation shall take
effect at the time specified therein or, in the absence of such
specification, it shall take effect upon the receipt thereof.
SECTION 15. Vacancies. A vacancy in any office shall
be filled in the same manner as provided for election or
appointment to such office.
7
<PAGE>
Form 10-Q
Exhibit 3.2
ARTICLE VI.
MISCELLANEOUS
SECTION 1. Indemnification of Directors or Officers.
Each person who is or was a Director or officer of the Company
(including the heirs, executors, administrators or estate of
such person) shall be indemnified by the Company as of right to
the full extent permitted by the General Corporation Law of
Delaware against any liability, cost or expense asserted against
such Director or officer and incurred by such Director or
officer by reason of the fact that such person is or was a
Director or officer. The right to indemnification conferred by
this Section shall include the right to be paid by the Company
the expenses incurred in defending in any action, suit or
proceeding in advance of its final disposition, subject to the
receipt by the Company of such undertakings as might be required
of an indemnitee by the General Corporation Law of Delaware.
In any action by an indemnitee to enforce a right to
indemnification hereunder or by the Company to recover advances
made hereunder, the burden of proving that the indemnitee is not
entitled to be indemnified shall be on the Company. In such an
action, neither the failure of the Company (including its Board,
independent legal counsel or stockholders) to have made a
determination that indemnification is proper, nor a
determination by the Company that indemnification is improper,
shall create a presumption that the indemnitee is not entitled
to be indemnified or, in the case of such an action brought by
the indemnitee, be a defense thereto. If successful in whole or
in part in such an action, an indemnitee shall be entitled to be
paid also the expense of prosecuting or defending same. The
Company may, but shall not be obligated to, maintain insurance
at its expense, to protect itself and any such person against
any such liability, cost or expense.
SECTION 2. Certificate for Shares. The certificate for
shares of the capital stock of the Company shall be in such
form, not inconsistent with the Certificate of Incorporation as
shall be prescribed by the Board. Every stockholder shall have a
certificate signed by the Chairman of the Board, the President
or an Executive Vice President, and the Treasurer, certifying
the number of shares owned by such stockholder in the Company,
provided that if any such certificate is countersigned by a
transfer agent or registrar other than the Company or its
employee, then and other signature on the certificate may be a
facsimile.
The name of the person owning the shares represented
thereby, with the number of such shares and the date of issue,
shall be entered on the Company's books.
8
<PAGE>
Form 10-Q
Exhibit 3.2
All certificates surrendered to the Company shall be
cancelled, and no new certificates shall be issued until the
former certificate for the same number of shares of the same
class shall have been surrendered and cancelled, except that the
Board may determine, from time to time, the conditions and
provisions on which new certificates may be used in substitution
of any certificates that may have been lost, stolen or
destroyed.
SECTION 3. Transfer of Shares. Shares in the capital
stock of the Company shall be transferred by the record holder
thereof, in person, or by any such person's attorney upon
surrender and cancellation of certificates for a like number of
shares.
SECTION 4. Regulations. The Board also may make rules
and regulations concerning the issue, transfer and registration
of certificates for shares of the capital stock of the Company.
The Board may appoint one or more transfer agents and
one or more registrars of transfers, and may require all stock
certificates to bear the signature of a transfer agent and a
registrar of transfer.
SECTION 5. Record Date of Stockholders. The Board may
fix in advance a date, not exceeding sixty days preceding the
date of any meeting of stockholders, or the date for the payment
of any dividend or other distribution, or the date for the
allotment of rights, or the date when any change or conversion
or exchange of capital stock shall go into effect, as a record
date for the determination of the stockholders entitled to
notice of, and to vote at, any such meeting, or entitled to
receive payment of any such dividend or other distribution, or
to any such allotment of rights, or to exercise the rights in
respect of any such change, conversion or exchange of capital
stock, and in such case only such stockholders as shall be
stockholders of record on the date so fixed shall be entitled to
such notice of, and to vote at, such meeting, or to receive any
such dividend or other distribution, or to receive such
allotment of rights, or to exercise such rights, as the case may
be, notwithstanding any transfer of any stock on the books of
the Company after such record date fixed as aforesaid.
SECTION 6. Corporate Seal. The seal of the Company
shall be circular in form, containing the words "E. I. DU PONT
DE NEMOURS AND CO." and "DELAWARE" on the circumference,
surrounding the words "FOUNDED" and "SEAL," and the date "1802."
The seal shall be in the custody of the Secretary. A
duplicate of the seal may be kept and used by the Executive Vice
President - Finance, any Vice President - DuPont Finance, the
Treasurer, or by any Assistant Secretary or Assistant Treasurer.
9
<PAGE>
Form 10-Q
Exhibit 3.2
ARTICLE VII.
AMENDMENTS
The Board shall have the power to adopt, amend and
repeal the Bylaws of the Company, by a vote of the majority of
the whole Board, at any regular or special meeting of the Board,
provided that notice of intention to adopt, amend or repeal the
Bylaws in whole or in part shall have been given at the next
preceding meeting, or, without any such notice, by the vote of
two-thirds of the whole Board.
I hereby certify that the foregoing is a true and correct copy
of the Bylaws of E. I. du Pont de Nemours and Company.
Witness my hand and the corporate seal of the Company this
day of 1995.
- ---------- --------------
----------------------------
Secretary
10
<PAGE>
<TABLE>
Form 10-Q
Exhibit 11
E. I. DU PONT DE NEMOURS AND COMPANY
CALCULATION OF EARNINGS PER SHARE<Fa>
(Dollars in millions, except per share)
<CAPTION>
Primary Fully Diluted
--------------------------------------- ---------------------------------------
Three Months Ended Nine Months Ended Three Months Ended Nine Months Ended
September 30, 1995 September 30, 1995 September 30, 1995 September 30, 1995
------------------ ------------------ ------------------ ------------------
<S> <C> <C> <C> <C>
Net income less dividends on preferred
stock .................................. $ 766 $2,658 $ 766 $2,658
Adjustment for interest, net of income
tax, determined under "Modified
Treasury Stock Method" ................ 155 310 155 298
----- ------ ----- ------
Earnings applicable to common stock ..... $ 921 $2,968 $ 921 $2,956
===== ====== ===== ======
Average number of common shares
outstanding (excludes treasury
stock and shares held by DuPont
Flexitrust) ........................... 554,978,850 595,129,571 554,978,850 595,129,571
Adjustments required for common share
equivalents:
(1) shares awarded but undelivered
under the Variable Compensation
Plan, (2) shares held by the
DuPont Flexitrust, and (3) shares
assumed to be issued due to stock
options and warrants, net of
shares acquired, as determined
under "Modified Treasury Stock
Method" ............................. 100,153,654 65,076,486 100,153,654 65,431,064
----------- ----------- ----------- -----------
Adjusted average number of common
shares ................................ 655,132,504 660,206,057 655,132,504 660,560,635
=========== =========== =========== ===========
Earnings per share<Fb>................... $1.41 $4.50 $1.41 $4.47
===== ===== ===== =====
Earnings per share - as published ....... $1.38 $4.47 $1.38 $4.47
===== ===== ===== =====
<FN>
<Fa>There was no material change in common stock equivalents during the first
nine months of 1994 versus that presented in Form 10-K for the year ended
December 31, 1993, which indicated no material dilution in 1993 earnings
per share.
<Fb>Calculations either are antidilutive or result in no dilution.
</TABLE>
21
<PAGE>
<TABLE>
Form 10-Q
Exhibit 12
E. I. DU PONT DE NEMOURS AND COMPANY
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(Dollars in millions)
<CAPTION>
Nine Months Ended Years Ended December 31
September 30, 1995 1994 1993 1992 1991 1990
<S> <C> <C> <C> <C> <C> <C>
Net Income .......................................... $2,666 $2,727 $ 566<Fa> $ 975<Fa> $1,403 $2,310
Provision for Income Taxes .......................... 1,817 1,655 392 836 1,415 1,844
Minority Interests in Earnings of Consolidated
Subsidiaries ...................................... 20 18 5 10 6 3
Adjustment for Companies Accounted for
by the Equity Method .............................. 33 18 41 6 35 29
Capitalized Interest ................................ (129) (143) (194) (194) (197) (161)
Amortization of Capitalized Interest ................ 115 154 144 101 94 84
------ ------ ------ ------ ------ ------
4,522 4,429 954 1,734 2,756 4,109
------ ------ ------ ------ ------ ------
Fixed Charges:
Interest and Debt Expense - Borrowings ............ 561 559 594 643 752 773
Adjustment for Companies Accounted for by the
Equity Method - Interest and Debt Expense ....... 54 55 42 62 11 9
Capitalized Interest .............................. 129 143 194 194 197 161
Rental Expense Representative of Interest Factor .. 89 118 143 151 162 163
------ ------ ------ ------ ------ ------
833 875 973 1,050 1,122 1,106
------ ------ ------ ------ ------ ------
Total Adjusted Earnings Available for Payment of
Fixed Charges ..................................... $5,355 $5,304 $1,927 $2,784 $3,878 $5,215
====== ====== ====== ====== ====== ======
Number of Times Fixed Charges are Earned ............ 6.4 6.1 2.0 2.7 3.5 4.7
====== ====== ====== ====== ====== ======
<FN>
<Fa>Income Before Extraordinary Item and Transition Effect of Accounting
Changes.
</TABLE>
22
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This Schedule Contains Summary Financial Information Extracted
From Form 10-Q For The Quarterly Period Ended September 30, 1995,
And Is Qualified In Its Entirety By Reference To Such Financial
Statements
</LEGEND>
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> SEP-30-1995
<CASH> 1,424
<SECURITIES> 117
<RECEIVABLES> 5,115<F1>
<ALLOWANCES> 0
<INVENTORY> 4,183
<CURRENT-ASSETS> 11,604
<PP&E> 49,970
<DEPRECIATION> 28,701
<TOTAL-ASSETS> 37,991
<CURRENT-LIABILITIES> 13,476
<BONDS> 5,971
<COMMON> 441
0
237
<OTHER-SE> 7,384
<TOTAL-LIABILITY-AND-EQUITY> 37,991
<SALES> 31,778
<TOTAL-REVENUES> 32,583
<CGS> 23,136<F2>
<TOTAL-COSTS> 27,539<F3>
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 561
<INCOME-PRETAX> 4,483
<INCOME-TAX> 1,817
<INCOME-CONTINUING> 2,666
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,666
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<FN>
<F1>Includes Other Accounts In Addition To Notes and Accounts
Receivable-Trade
<F2>Includes Other Expenses
<F3>Cost of Goods Sold and Other Expenses; Depreciation, Depletion
and Amortization; Exploration Expenses, Including Dry Hole Costs
and Impairment of Unproved Properties; and Selling, General and
Administrative Expenses
</FN>
</TABLE>
