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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q

(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2003

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

 


Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).



Yes

  X

No

 


995,985,506 shares (excludes 87,041,427 shares of treasury stock) of common stock, $0.30 par value, were outstanding at April 30, 2003.



1

Form 10-Q

 





E. I. DU PONT DE NEMOURS AND COMPANY

Table of Contents



The terms "DuPont" or the "company" as used herein refer to E. I. du Pont de Nemours and Company and its consolidated subsidiaries (which are wholly owned or majority owned), or to E. I. du Pont de Nemours and Company, as the context may indicate.

 

Page(s)

   

Part I Financial Information

 
   

Item 1. Consolidated Financial Statements

 

Consolidated Income Statement

3

Consolidated Statement of Cash Flows

4

Consolidated Balance Sheet

5

Notes to Consolidated Financial Statements

6-21

   

Item 2. Management's Discussion and Analysis of Financial

 

Condition and Results of Operations

 

Forward-Looking Statements

22-23

Results of Operations

23-25

Segment Reviews

26-27

Corporate Outlook

27

Liquidity & Capital Resources

28-29

   

Item 4. Controls and Procedures

29

   

Part II Other Information

 
   

Item 1. Legal Proceedings

30-31

Item 4. Submission of Matters to a Vote of Security Holders

31-32

Item 6. Exhibits and Reports on Form 8-K

32-33

   

Signature

34

   

Certifications

35-36

   

Exhibit Index

37-38









2

Form 10-Q

 

Part I. Financial Information

Item 1.    CONSOLIDATED FINANCIAL STATEMENTS

E. I. DU PONT DE NEMOURS AND COMPANY AND CONSOLIDATED SUBSIDIARIES


 

Three Months Ended

CONSOLIDATED INCOME STATEMENT(Note 1)

March 31

(Dollars in millions, except per share)

2003

 

2002

       

NET SALES

$7,008

 

$ 6,142

Other Income (Note 2)

178

 

57

       

Total

7,186

 

6,199

 

   

Cost of Goods Sold and Other Operating Charges

4,855

 

3,984

Selling, General and Administrative Expenses

730

 

645

Depreciation

329

 

305

Amortization of Intangible Assets

56

 

51

Research and Development Expense

315

 

287

Interest Expense

81

 

90

Employee Separation Costs and Write-Down of Assets (Note 3)

-

 

9

       

Total

6,366

 

5,371

       

INCOME BEFORE INCOME TAXES AND
MINORITY INTERESTS


820

 


828

Provision for Income Taxes

231

328

Minority Interests in Earnings of Consolidated Subsidiaries

25

 

21

       

INCOME BEFORE CUMULATIVE EFFECT OF CHANGES
IN ACCOUNTING PRINCIPLES


564

 


479

Cumulative Effect of Changes in Accounting Principles,
Net of Income Taxes (Note 4)


(29)



(2,944)

       

NET INCOME (LOSS)

$ 535

 

$(2,465)

       

BASIC EARNINGS (LOSS) PER SHARE OF
COMMON STOCK (Note 5)

     

Income before Cumulative Effect of Changes in
Accounting Principles


$ .56

 


$ .48

Cumulative Effect of Changes in Accounting Principles

(.03)

 

(2.96)

       

Net Income (Loss)

$ .53

 

$ (2.48)

       

DILUTED EARNINGS (LOSS) PER SHARE OF
COMMON STOCK (Note 5)

     

Income before Cumulative Effect of Changes in
Accounting Principles


$ .56

 


$ .48

Cumulative Effect of Changes in Accounting Principles

(.03)

 

(2.94)

       

Net Income (Loss)

$ .53

 

$ (2.46)

       

DIVIDENDS PER SHARE OF COMMON STOCK

$ .35

 

$ .35


See Notes to Consolidated Financial Statements.

3

Form 10-Q


 

Three Months Ended

CONSOLIDATED STATEMENT OF CASH FLOWS(Note 1)

March 31            

(Dollars in millions)

2003

2002



   

CASH PROVIDED BY (USED FOR) OPERATIONS:

   

Net Income (Loss)

$ 535

$(2,465)

Adjustments to Reconcile Net Income to Cash Used for Operations:

   

Cumulative Effect of Changes in Accounting Principles, Net of Tax (Note 4)

29

2,944

Depreciation

329

305

Amortization of Intangible Assets

56

51

Other Noncash Charges and Credits - Net

(157)

210

Change in Operating Assets and Liabilities - Net

(1,370)

(2,120)



   

Cash Used for Operations

(578)

(1,075)



   

INVESTMENT ACTIVITIES:

   

Purchases of Property, Plant and Equipment

(254)

(253)

Investment in Affiliates

(24)

(20)

Payments for Businesses Acquired (Net of Cash Acquired)

(64)

(17)

Proceeds from Sales of Assets

-

9

Net Cash Flows Related to Sale of DuPont Pharmaceuticals

-

(33)

Net Decrease (Increase) in Short-Term Financial Instruments

162

(230)



Miscellaneous - Net

3

-

     

Cash Used for Investment Activities

(177)

(544)



   

FINANCING ACTIVITIES:

   

Dividends Paid to Stockholders

(351)

(351)

Net Increase (Decrease) in Borrowings

1,442

(69)

Acquisition of Treasury Stock

-

(470)

Proceeds from Exercise of Stock Options

18

24



   



Cash Provided by (Used for) Financing Activities

1,109

(866)

     

Effect of Exchange Rate Changes on Cash

41

(33)



   

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

$ 395

$(2,518)

     

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

3,678

5,763



   

CASH AND CASH EQUIVALENTS AT END OF PERIOD

$ 4,073

$ 3,245



   



See Notes to Consolidated Financial Statements.










4

Form 10-Q


CONSOLIDATED BALANCE SHEET(Note 1)

March 31

December 31



(Dollars in millions, except per share)

2003

2002

ASSETS

   

CURRENT ASSETS

   

Cash and Cash Equivalents

$ 4,073

$ 3,678

Marketable Debt Securities

314

465

Accounts and Notes Receivable

5,273

3,884

Inventories (Note 6)

4,322

4,409

Prepaid Expenses

275

175

Deferred Income Taxes

781

848

Total Current Assets

15,038

13,459

PROPERTY, PLANT AND EQUIPMENT, less accumulated depreciation

   

(March 31, 2003 - $20,639; December 31, 2002 - $20,446)

13,163

13,286

GOODWILL

1,175

1,167

INTANGIBLE ASSETS

3,106

3,109

INVESTMENT IN AFFILIATES

2,069

2,047

OTHER ASSETS

1,533

1,553

TOTAL

$36,084

$34,621



LIABILITIES AND STOCKHOLDERS' EQUITY

   

CURRENT LIABILITIES

   

Accounts Payable

$ 2,568

$ 2,727

Short-Term Borrowings and Capital Lease Obligations

2,424

1,185

Income Taxes

146

47

Other Accrued Liabilities

2,840

3,137

Total Current Liabilities

7,978

7,096

LONG-TERM BORROWINGS AND CAPITAL LEASE OBLIGATIONS

5,784

5,647

OTHER LIABILITIES

8,893

8,770

DEFERRED INCOME TAXES

1,656

1,622

Total Liabilities

24,311

23,135

MINORITY INTERESTS

2,440

2,423

COMMITMENTS AND CONTINGENT LIABILITIES (Note 7)

   

STOCKHOLDERS' EQUITY

   

Preferred Stock

237

237

Common Stock, $.30 par value; 1,800,000,000 shares authorized;

   

Issued at March 31, 2003 - 1,083,007,081;

   

December 31, 2002 - 1,080,981,877

325

324

Additional Paid-In Capital

7,444

7,377

Reinvested Earnings

10,803

10,619

Accumulated Other Comprehensive Loss (Notes 8 and 9)

(2,749)

(2,767)

Common Stock Held in Treasury, at Cost (Shares: March 31, 2003

   

and December 31, 2002 - 87,041,427)

(6,727)

(6,727)

Total Stockholders' Equity

9,333

9,063

TOTAL

$36,084

$34,621



   

See Notes to Consolidated Financial Statements.



5

Form 10-Q


NOTES TO FINANCIAL STATEMENTS
(Dollars in millions, except per share)


Note 1. Summary of Significant Accounting Policies

Interim Financial Statements

These statements are unaudited, but in the opinion of management, include all adjustments (consisting only of normal recurring adjustments) necessary to provide a fair statement of the financial position, results of operations and cash flows for the dates and periods covered. Results for interim periods should not be considered indicative of results for a full year. These financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the company's Annual Report on Form 10-K for the year ended December 31, 2002. Certain reclassifications of prior years' data have been made to conform to current year classifications.

Stock-Based Compensation

The company has several stock-based employee compensation plans which are described more fully in Note 25 to the company's consolidated financial statements included in the company's Annual Report on Form 10-K for the year ended December 31, 2002. Prior to January 1, 2003, the company accounted for these plans under the recognition and measurement provisions of Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees," and related Interpretations. Accordingly, no compensation expense had been recognized for fixed options granted to employees.

Effective January 1, 2003, the company adopted the fair value recognition provisions of Statement of Financial Accounting Standards (SFAS) No. 123, "Accounting for Stock-Based Compensation," as amended, prospectively for all new awards granted to employees on or after January 1, 2003. Most awards under the company's plans vest over a three-year period. Therefore, the cost related to stock-based employee compensation included in the determination of net income (loss) for the three months ended March 31, 2003 and 2002, is less than that which would have been recognized if the fair value based method had been applied to all awards since the original effective date of SFAS No. 123. 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.

 

Three Months Ended

 

March 31

 

2003

 

2002

Net income (loss), as reported

$535

 

$(2,465)

Add: Stock-based employee compensation expense included

     

in reported net income (loss), net of related tax effects

4

 

1

Deduct: Total stock-based employee compensation expense

     

determined under fair value based method for all awards,

     

net of related tax effects

(37)

 

(43)

Pro forma net income (loss)

$502

 

$(2,507)

Earnings (loss) per share:

     

Basic - as reported

$ .53

 

$ (2.48)

Basic - pro forma

$ .50

 

$ (2.52)

Diluted - as reported

$ .53

 

$ (2.46)

Diluted - pro forma

$ .50

 

$ (2.50)

6

Form 10-Q

 

NOTES TO FINANCIAL STATEMENTS
(Dollars in millions, except per share)
(continued)


Variable Interest Entities

In January 2003, the Financial Accounting Standards Board issued Interpretation (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 activity of a VIE be consolidated into the financial statements of the enterprise that is considered the primary beneficiary. This interpretation applies immediately to VIEs created after January 31, 2003, and to VIEs in which a company obtains an interest after that date. The company has not created or obtained an interest in any VIEs in 2003. For VIEs in which a company holds a variable interest that it acquired before February 1, 2003, the interpretation applies in the first interim period beginning after June 15, 2003.

The company has identified its commercial paper conduit and three relationships within the financing structures of its synthetic lease programs as VIEs where DuPont is considered the primary beneficiary. The VIEs related to the synthetic lease programs serve as the owner/lessors and debt holders of the assets in the programs, and the commercial paper conduit issues notes to third parties secured by receivables and certain equipment and real estate under the synthetic leases. The assets and liabilities of these entities are not consolidated within the company's financial statements. As of March 31, 2003, the fair value of the assets related to these VIEs was approximately $798, and the fair value of the associated liabilities and noncontrolling interests was approximately $799. Residual value guarantees under the synthetic lease programs were $292 at March 31, 2003. The company has decided to purchase the assets of the VIE that serves as the owner/lessor of a manufacturing facility in Singapo re. This transaction will be completed in the second quarter of 2003. The fair value of the assets and associated liabilities and noncontrolling interests related to this VIE was approximately $83 at March 31, 2003, and the related residual value guarantee was approximately $70.

The company has also identified two other nonconsolidated entities as VIEs where DuPont is considered the primary beneficiary. One entity provides manufacturing services for the company and the other entity is a real estate rental operation. The company guarantees all debt obligations of these entities, which totaled approximately $200 at March 31, 2003. These amounts are included within obligations for equity affiliates and others in Note 7 on page 11.

The company continues to review the provisions of FIN No. 46 and to assess its options relating to the VIEs discussed above for which a decision has not yet been made. These options include (1) consolidating the VIEs into the company's financial statements, (2) purchasing selected assets from the VIEs, or (3) finding alternative financing sources. The impact on the company's liquidity, financial condition and results of operations is dependent upon the option selected for each individual VIE, which has not yet been determined.













7

Form 10-Q


NOTES TO FINANCIAL STATEMENTS
(Dollars in millions, except per share)
(continued)


Note 2. Other Income

   

Three Months Ended

   

March 31

   

2003

 

2002

         

Royalty income

 

$ 30

 

$ 32

Interest income, net of miscellaneous interest expense

 

17

 

22

Equity in earnings of affiliates

 

4

 

3

Gains (losses) on sales of assets

 

11

 

(4)

Exchange gains (losses)

 

(44)

 

(87)

CozaarÒ /HyzaarÒ income

 

154

 

83

Miscellaneous income and expenses - net

 

6

 

8

         
   

$178

 

$ 57

Note 3. Employee Separation Costs and Write-Down of Assets

During the first quarter 2003, there were no changes in estimates related to reserves established for restructuring initiatives in prior years. A complete discussion of these activities is included in Item 8 of the company's Annual Report on Form 10-K for the year ended December 31, 2002, at Note 5, "Employee Separation Costs and Write-down of Assets."

A restructuring program was instituted in the fourth quarter of 2002 in the Coatings & Color Technologies segment to enhance its position as a leader in the highly competitive global coatings industry, to align its businesses with accelerating structural changes, and to become a more competitive integrated enterprise. At March 31, 2003, approximately 390 employees had been terminated. In addition, a restructuring program was instituted in the second quarter of 2002 in the Textile & Interiors segment 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. At March 31, 2003, approximately 1,635 employees had been terminated.

Account balances and activity for the 2002 and 2001 programs are as follows:

   

Employee

       
   

Separation

 

Other

   

2002 Programs

 

Costs

 

Exit Costs

 

Total

             

Balance - December 31, 2002

 

$180

 

$ 6

 

$186

Changes to accounts:

           

Adjustments in 2003*

 

-

 

(3)

 

(3)

Employee separation settlements

 

(21)

 

-

 

(21)

             

Balance - March 31, 2003

 

$159

 

$ 3

 

$162

*

Represents the portion of dismantlement and removal costs previously recognized that does not meet the criteria of SFAS No. 143, "Accounting For Asset Retirement Obligations," and therefore, is included in the Cumulative Effect of a Change in Accounting Principle for the quarter ended March 31, 2003. See Note 4.



8

Form 10-Q


NOTES TO FINANCIAL STATEMENTS
(Dollars in millions, except per share)
(continued)


   

Employee

       
   

Separation

 

Other

   

2001 Programs

 

Costs

 

Exit Costs

 

Total

             

Balance - December 31, 2002

 

$ 46

 

$ 2

 

$ 48

Changes to accounts:

           

Adjustments in 2003*

 

-

 

(1)

 

(1)

Employee separation settlements

 

(13)

 

-

 

(13)

             

Balance - March 31, 2003

 

$ 33

 

$ 1

 

$ 34

*

Represents the portion of dismantlement and removal costs previously recognized that does not meet the criteria of SFAS No. 143, "Accounting For Asset Retirement Obligations," and therefore, is included in the Cumulative Effect of a Change in Accounting Principle for the quarter ended March 31, 2003. See Note 4.

During the first quarter of 2002, the company recorded a net charge of $9 related to exiting joint ventures in China. Of the net charge, $39 was recorded to withdraw from a polyester joint venture due to depressed market conditions. This charge covers the write-off of the company's investment in this joint venture. The charge was partly offset by a $30 gain resulting principally from a favorable litigation settlement associated with the company's exit from a nylon joint venture in 1999.

Note 4. Cumulative Effect of Changes in Accounting Principles

On January 1, 2003, the company adopted SFAS No. 143, "Accounting for Asset Retirement Obligations," which requires the company to record an asset and related liability for the costs associated with the retirement of long-lived tangible assets when a legal liability to retire the asset exists. This includes obligations incurred as a result of acquisition, construction, or normal operation of a long-lived asset. The provisions of SFAS No. 143 require the asset retirement obligations to be recorded at fair value at the time the liability is incurred. Accretion expense is recognized as an operating expense using the credit-adjusted risk-free interest rate in effect when the liability was recognized. The associated asset retirement obligations are capitalized as part of the carrying amount of the long-lived asset and depreciated over the estimated useful life of the asset.

The company has recorded asset retirement obligations primarily associated with closure, reclamation, and removal costs for mining operations related to the production of titanium dioxide. The adoption of SFAS No. 143 resulted in a charge of $46 ($29 after-tax) which has been reported as a cumulative effect of a change in accounting principle. Such amount represents the difference between assets and liabilities recognized prior to the application of this statement and the net amounts recognized pursuant to this statement.

The estimated asset retirement obligation would have been $56 on January 1, 2002 and $60 on December 31, 2002 had this statement been applied as of January 1, 2002. Set forth below is a reconciliation of the company's estimated asset retirement obligations from January 1, 2003 through March 31, 2003.

Balance - January 1, 2003

 

$60

Accretion expense

 

1

Balance - March 31, 2003

 

$61


9

Form 10-Q


NOTES TO FINANCIAL STATEMENTS
(Dollars in millions, except per share)
(continued)


Had the provisions of SFAS No. 143 been applied as of January 1, 2002, the pro forma effects for the period ended March 31, 2002 on Income Before Cumulative Effect of Changes in Accounting Principles would have been reduced and the Net Loss for the period would have been increased by approximately $0.01 per share.

On January 1, 2002, the company adopted SFAS No. 142, "Goodwill and Other Intangible Assets," which resulted in a cumulative effect type charge to income of $2,944. This charge was attributable to goodwill impairments of $2,866 in the Agriculture & Nutrition segment and $78 in the Textiles & Interiors segment.

Note 5. 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. The numerator for both income before cumulative effect of changes in accounting principles and net income (loss) is adjusted by preferred dividends of $2.5 for the three-month periods ended March 31, 2003 and 2002. For diluted earnings per share, 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:

   

Three Months Ended

   

March 31

   

Basic

 

Diluted

         

2003

 

995,752,067

 

998,192,276

2002

 

995,776,462

 

1,001,260,784

The difference between basic and diluted weighted-average common shares outstanding generally results from the assumption that dilutive stock options outstanding were exercised.

The following average stock options are antidilutive, and therefore, are not included in the diluted earnings per share calculation since the exercise price is greater than the average market price during the period:

 

Three Months Ended

 

March 31

 

2003

 

2002

       

Average Stock Options

79,389,899

 

37,497,729













10

Form 10-Q


NOTES TO FINANCIAL STATEMENTS
(Dollars in millions, except per share)
(continued)


Note 6. Inventories

   

March 31,

 

December 31,

   

2003

 

2002

         

Finished Products

 

$2,885

 

$2,734

Semifinished Products

 

976

 

1,239

Raw Materials and Supplies

 

953

 

880

   

4,814

 

4,853

Adjustment of Inventories to a

       

Last-In, First-Out (LIFO) Basis

 

(492)

 

(444)

Total

 

$4,322

 

$4,409

Note 7. Contingencies

Guarantees

On January 1, 2003, the company adopted FIN No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Guarantees of Indebtedness of Others," which 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 fair value of guarantees is determined by consideration of data in observable markets, comparable transactions and the utilization of probability-weighted discounted net cash flow models. The fair value of guarantees issued or modified during the first quarter of 2003 was not material.

Information related to the company's guarantees is summarized in the following table:

   

Total at

Guarantees

 

March 31, 2003

Product warranty liability(1)

 

$ 26

Indemnification liability(1)

 

31

Obligations for equity affiliates and others

 

1,156

Residual value guarantees(2)

 

354

Liquidity support(3)

 

128

   

$1,695

(1)

Included in the company's consolidated financial statements.

(2)

Applicable to the company's synthetic lease programs and includes liquidity support of $150.

(3)

Applicable to the company's accounts receivable securitization program.







11

Form 10-Q


NOTES TO FINANCIAL STATEMENTS
(Dollars in millions, except per share)
(continued)


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 March 31, 2003 is $26. 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 from December 31, 2002 through March 31, 2003:

Balance - December 31, 2002

$22

Settlements (cash and in-kind)

(3)

Aggregate changes - issued 2003

7

   

Balance - March 31, 2003

$26

Indemnifications

In connection with acquisitions and divestitures, the company has indemnified respective parties against certain liabilities that may arise in connection with these transactions and business activities prior to the completion of the transaction. In addition, the company indemnifies its duly elected or appointed directors and officers to the fullest extent permitted by Delaware law against liabilities incurred as a result of their activities for the company, such as adverse judgments relating to litigation matters. 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 indemnified party. The maximum amount of future payments is generally unlimited. The carrying amount recorded for all indemnifications as of March&nbs p;31, 2003 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.

Obligations for Equity Affiliates and Others

The company has directly guaranteed various debt obligations under agreements with third parties related to equity affiliates, customers and other unaffiliated companies. At March 31, 2003, the company had directly guaranteed $917 of such obligations, plus $239 relating to 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.






12

Form 10-Q


NOTES TO FINANCIAL STATEMENTS
(Dollars in millions, except per share)
(continued)


Of the $917 directly guaranteed obligations, $71 is for short-term (less than one year) bank loans related to customers, $45 is for long-term (1-5 years) bank loans related to customers, $309 is for short-term (less than one year) bank borrowings related to equity affiliates, $344 is for long-term (1-6 years) bank borrowings related 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 $15 is for leases on equipment and facilities for external customers and equity affiliates. Existing guarantees for customers arose as part of contractual sales agreements. Existing guarantees for 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 customers. Assuming liquidation, these ass ets are estimated to cover approximately 27 percent of the $123 of guaranteed obligations of customers as discussed above. No material loss is anticipated by reason of such agreements and guarantees. At March 31, 2003, the company has no liabilities recorded for these obligations.

In addition, the company has historically guaranteed certain obligations and liabilities of Conoco, Inc., its subsidiaries and affiliates, which totaled $239, plus interest, as March 31, 2003. 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 March 31, 2003, the company had no liabilities recorded for these obligations.

Residual Value Guarantees

The company has synthetic lease programs that are used primarily for 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 has residual value guarantees in the amount of $354 at March 31, 2003. The guarantee amounts are tied to the unamortized lease values of the assets under synthetic lease and are due should the company decide neither to renew these leases nor to exercise its purchase option. At March 31, 2003, 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.

Accounts Receivable Securitization Program

As described in Note 23 to the company's consolidated financial statements included in the company's Annual Report on Form 10-K for the year ended December 31, 2002, the company has an accounts receivable securitization program to sell an interest in a revolving pool of trade accounts receivable. In connection with this program, the company was committed to provide up to 25 percent or $128 of liquidity support at March 31, 2003. At March 31, 2003, the company had no liabilities recorded for these obligations.










13

Form 10-Q


NOTES TO FINANCIAL STATEMENTS
(Dollars in millions, except per share)
(continued)


Litigation

General

The company is subject to various lawsuits and claims arising out of the normal course of its business. These lawsuits and claims include actions based on alleged exposures to products; intellectual property and environmental matters; and contract and antitrust claims. The ultimate effect on future financial results is 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. The company accrues for contingencies when a loss is probable and the amounts can be reasonably estimated. 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.

BenlateÒ

In 1991, DuPont began receiving claims by growers that use of BenlateÒ 50 DF fungicide had caused crop damage. DuPont has since been served with several hundred lawsuits, most of which have been disposed of through trial, dismissal or settlement. The status of BenlateÒ cases is indicated in the table below:

 

Status of Cases

 

March 31,

 

December 31,

 

2003

 

2002

       

Filed

1

 

2

Resolved

9

 

5

Pending

96

 

104

Twenty-one of the ninety-six cases pending against the company at March 31,2003, were filed by growers who allege plant damage from using BenlateÒ 50 DF and, in some cases, BenlateÒ WP. Forty-one 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 BenlateÒ 50 DF and/or BenlateÒ WP. Twenty-eight of the pending cases include claims for alleged damage to shrimping operations from BenlateÒ 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.







14

Form 10-Q


NOTES TO FINANCIAL STATEMENTS
(Dollars in millions, except per share)
(continued)


In forty-one cases, 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 BenlateÒ 50 DF claims. The Florida federal court has dismissed the lead case of the twenty-eight reopener cases pending before it. Plaintiffs have appealed. The thirteen remaining cases are in various stages of development in trial and appellate courts in Florida and Hawaii.

There are currently five cases pending involving allegations that BenlateÒ caused birth defects to children exposed in utero. One case was tried in Florida resulting 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. The remaining three cases are pending in Delaware. Two of these cases were dismissed for not being timely filed and were appealed to the Delaware Supreme Court. In April of 2003, the Delaware Supreme Court reversed the dismissals and remanded these two cases, involving six plaintiffs, to the trial court for further proceedings. The third case pending in Delaware has been scheduled for trial in November of 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 BenlateÒ OD applied to banana plantations in Ecuador ran-off and was deposited in 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 BenlateÒ 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 26 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. The plaintiffs in this case alleged that DuPont made false and misleading statements and omissions about BenlateÒ 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 certified the case as a class action. In March 2003, DuPont entered into an agreement to settle this case for $77.5. On March 14, 2003, the court gave preliminary approval to the settlement. There will be a fairness hearing on May 30, 2003, during which the parties will seek final approval of the settlement. During the first quarter of 2003, the company recorded a charge of $77.5 to establish a reserve for this matter.

DuPont believes that BenlateÒ did not cause the damages alleged in each of these cases and denies the allegations of fraud and misconduct. DuPont continues to defend itself in ongoing matters. As of March 31, 2003, DuPont has incurred costs and expenses of almost $1,900 associated with these matters, including the settlement of the securities fraud class action discussed above. The company has recovered approximately $200 of its costs and expenses through insurance. 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.







15

Form 10-Q


NOTES TO FINANCIAL STATEMENTS
(Dollars in millions, except per share)
(continued)


PFOA

In the second half of 2002, the United States Environmental Protection Agency (EPA) initiated a priority review of perfluorooctanoic acid and its salts (collectively referred to herein as PFOA), which to date have not been regulated by the EPA. As part of this review, on November 4, 2002, the EPA issued a revised draft hazard assessment of PFOA and on April 14, 2003, it issued a preliminary risk assessment on PFOA. The EPA's preliminary risk assessment indicates potential exposure of the U.S. general population to PFOA at very low levels and states that there could be a potential risk of developmental and other effects associated with PFOA exposure. The EPA states that considerable scientific uncertainty remains regarding potential risks associated with PFOA. However, the EPA has said it does not believe there is any reason for consumers to stop using any consumer or industrial-related products because of questions about PFOA. The EPA also started a public process to identify and generate additio nal information to develop a more accurate risk assessment and to identify what voluntary or regulatory mitigation or other actions, if any, might be appropriate. The EPA also invited interested parties to participate in publicly negotiated agreements, known as enforceable consent agreements or ECAs, with the EPA to develop information that enhances the understanding of the sources of PFOA in the environment and the pathways by which human exposure to PFOA is occurring.

DuPont uses PFOA as a processing aid to manufacture fluoropolymer resins and dispersions at various sites around the world. DuPont purchased PFOA from a third party until it began manufacturing PFOA in North Carolina in the fall of 2002. Some of the waste stream from the manufacture of PFOA is treated at DuPont's Chambers Works site in New Jersey. DuPont also manufactures fluorinated telomers that are used in soil, stain and grease repellants for the paper, apparel, upholstery and carpet industries. DuPont does not use PFOA as a processing aid in the manufacture of these telomers, although there have been some reports suggesting that telomer chemistry can form trace amounts of PFOA.

Based on over fifty years of industry experience and extensive scientific study, DuPont believes there is no evidence that PFOA causes any adverse human health affects or harms the environment. However, DuPont respects the EPA's position that questions on exposure routes and the potential toxicity of PFOA remain. Therefore, before April 14, 2003, DuPont and other interested companies filed Letters of Intent with the EPA specifying on-going voluntary programs concerning PFOA and fluorinated telomers. In addition, the companies have outlined plans for continued research, emission reductions activities, and product stewardship activities to help address the EPA's questions. The result of the process that the EPA has put in place will be a refined risk assessment, including comments and recommendations by the agency's Science Advisory Board, and a determination as to what, if any, regulations are appropriate regarding PFOA. DuPont estimates that this process will continue through the end of 2003.

DuPont's Washington Works plant in Wood County, West Virginia, is one of the sites at which the company uses PFOA as a processing aid to manufacture fluoropolymer resins and dispersions. In November of 2001, the West Virginia Department of Environmental Protection (WVDEP) and DuPont signed a Multimedia Consent Order (the Order) that requires environmental sampling and analyses and the development of screening levels for PFOA that is used or managed by the Washington Works plant. The Order requires that DuPont investigate the levels of PFOA in the local environment and drinking water and fund a study by toxicologists, supervised by the WVDEP, to determine acceptable levels of PFOA in the environment and drinking water. Through this process, a screening level of 150 micrograms







16

Form 10-Q


NOTES TO FINANCIAL STATEMENTS
(Dollars in millions, except per share)
(continued)


of PFOA per liter of drinking water was established in May 2002. None of the local sources of drinking water have tested near the screening level. Currently, DuPont recovers or destroys 75 percent of the PFOA used at the Washington Works plant. By 2004, the company expects that more than 90 percent will be recovered or destroyed.

In August 2002, the WVDEP issued its Final Ammonium Perfluorooctanoate Assessment of Toxicity Team Report. In the report, the WVDEP affirmed the 150 micrograms PFOA per liter 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. DuPont is working with the WVDEP to address issues related to implementation of and compliance with the air screening level. Unless DuPont violates its terms, the Order does not call for sanctions. DuPont has completed all major activities currently required by the Order and has spent approximately $3 million through April 30, 2003, in connection with these activities. As part of its agreement with the WVDEP, DuPont will continue to monitor public drinking water supplies in and around the Washington Works plant on a quarterly and/or annual basis. The scope and extent of this monitoring has yet to be determined. In addition, the company may perform other environmental monitoring as suggested by results received from studies performed under the Order.

Environmental sampling has also been conducted across the Ohio River pursuant to a Memorandum of Understanding (MOU) amongst DuPont, the Ohio EPA, the WVDEP, and the Division of Health and Human Resources. This sampling has disclosed PFOA levels in groundwater and drinking water in Ohio. Under the MOU, these results were shared with the Ohio EPA. Although the Order does not apply in Ohio, under the MOU 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 EPA Regions III (which includes West Virginia) and Regions V (which includes Ohio) in March of 2002 to assure provision of alternative drinking water if supplies are found to exceed screening levels established under the Order. Since PFOA concentrations in drinking water tested to date are significantly below the screening level that has been established under the SDWC Order, it is unlikely that DuPont will be required to provide alternative drinking water to anyone.

A class action was 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 effects from exposure to PFOA in drinking water and seeks medical monitoring. The class has been defined as anyone who has consumed drinking water contaminated by PFOA from operation of the Washington Works plant, which could be as large as fifty thousand individuals. The Lubeck Public Service District and plaintiffs recently reached a settlement agreement that has been approved by the court. DuPont does not believe that the consumption of drinking water with low levels of PFOA has caused or will cause deleterious health effects. On May 1, 2003, the court entered an order requiring that DuPont sample and analyze the blood for PFOA of the individual class members electing to participate. In addition, the court made certain findings of fact, including a finding that PFOA is toxic and hazardous to humans. This finding was ba sed on unsubstantiated claims made by plaintiffs during oral arguments without the benefit of any scientific testimony. It is the company's position that the scientific evidence does not support the court's finding. DuPont plans to appeal the order and intends to take every action to assure that the science is presented in this case. Trial has been scheduled for the third quarter of 2003 and DuPont intends to defend itself vigorously. Since DuPont does not believe that its use of PFOA has caused or will cause any deleterious health affects, the company has not established a reserve related to the final outcome of the lawsuit.

While management recognizes that it is reasonably possible that losses may be incurred related to PFOA, a range of such losses cannot be reasonably estimated at this time.



17

Form 10-Q


NOTES TO FINANCIAL STATEMENTS
(Dollars in millions, except per share)
(continued)


Environmental

The company is also subject to contingencies pursuant to environmental laws and regulations that in the future may require the company to take further action to correct the effects on the environment of prior disposal practices or releases of chemical or petroleum substances by the company or other parties. Additional information relating to environmental remediation activity is contained in Notes 1 and 23 to the company's consolidated financial statements included in the company's Annual Report on Form 10-K for the year ended December 31, 2002. At March 31, 2003, reserves related to environmental remediation amounted to $374 and, in management's opinion, were 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 at March 31, 2003.

Note 8. Comprehensive Income (Loss)

The following sets forth the company's Total Comprehensive Income (Loss) for the periods shown:

 

Three Months Ended

 

March 31

 

2003

 

2002

       

Net Income (Loss)

$535

 

$(2,465)

Cumulative Translation Adjustment

16

 

(10)

Net Revaluation and Clearance of

     

Cash Flow Hedges to Earnings

4

 

47

Net Unrealized Losses on Available

     

for Sale Securities

(2)

 

(4)

       

Total Comprehensive Income (Loss)

$553

 

$(2,432)






















18

Form 10-Q


NOTES TO FINANCIAL STATEMENTS
(Dollars in millions, except per share)
(continued)


Note 9. Derivatives and Other Hedging Activities

The company's objectives and strategies for holding derivative instruments are included in Note 28 to the company's consolidated financial statements included in the company's Annual Report on Form 10-K for the year ended December 31, 2002. During the three-month periods ended March 31, 2003 and 2002, no hedge ineffectiveness was reported in earnings. There were no hedge gains or losses excluded from the assessment of hedge effectiveness or reclassifications to earnings for forecasted transactions that did not occur related to cash flow hedges. The table below summarizes the effect of cash flow hedges on accumulated other comprehensive income (loss) for the period:

<

Accumulated Other

Three Months Ended

Comprehensive Income (Loss)

March 31, 2003

(Cash Flow Hedge Portion Only)

Pretax

 

Tax

 

After-Tax