3:
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 June 30, 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 |
996,340,097 shares (excludes 87,041,427 shares of treasury stock) of common stock, $0.30 par value, were outstanding at July 31, 2003.
1
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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.
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Page(s) |
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Part I Financial Information |
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Item 1. Consolidated Financial Statements |
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Consolidated Income Statements |
3 |
Consolidated Balance Sheets |
4 |
Consolidated Statements of Cash Flows |
5 |
Notes to Consolidated Financial Statements |
6-27 |
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Item 2. Management's Discussion and Analysis of Financial |
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Condition and Results of Operations |
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Forward-Looking Statements |
28-29 |
Results of Operations |
29-33 |
Segment Reviews |
34-36 |
Corporate Outlook |
36 |
Liquidity & Capital Resources |
37-38 |
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Item 4. Controls and Procedures |
39 |
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Part II Other Information |
|
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Item 1. Legal Proceedings |
39-41 |
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Item 6. Exhibits and Reports on Form 8-K |
41 |
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Signature |
42 |
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Exhibit Index |
43-44 |
2
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Form 10-Q |
Part I. Financial Information
Item 1. CONSOLIDATED FINANCIAL STATEMENTS
E. I. DU PONT DE NEMOURS AND COMPANY AND CONSOLIDATED SUBSIDIARIES
Consolidated Income Statements (Note 1)
|
Three Months Ended |
Six Months Ended |
|||||||
|
June 30, |
June 30, |
|||||||
|
2003 |
2002 |
2003 |
2002 |
|||||
|
Net sales |
$7,369 |
$6,700 |
$14,377 |
$12,842 |
||||
|
Other income (Note 2) |
146 |
25 |
324 |
82 |
||||
Total |
7,515 |
6,725 |
14,701 |
12,924 |
||||
|
Cost of goods sold and other operating charges |
5,063 |
4,369 |
9,918 |
8,353 |
||||
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Selling, general and administrative expenses |
786 |
727 |
1,516 |
1,372 |
||||
|
Depreciation |
342 |
314 |
671 |
619 |
||||
|
Amortization of intangible assets |
61 |
50 |
117 |
101 |
||||
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Research and development expense |
357 |
319 |
672 |
606 |
||||
|
Interest expense (Note 3) |
87 |
110 |
168 |
200 |
||||
|
Employee separation costs and write-down of assets (Note 4) |
- |
246 |
- |
255 |
||||
|
Gain on sale of DuPont Pharmaceuticals |
- |
(19) |
- |
(19) |
||||
|
Gain on sale of interest by subsidiary - nonoperating (Note 5) |
(62) |
- |
(62) |
- |
||||
Total |
6,634 |
6,116 |
13,000 |
11,487 |
||||
|
Income before income taxes and minority interests |
881 |
609 |
1,701 |
1,437 |
||||
|
Provision for income taxes |
168 |
35 |
399 |
363 |
||||
|
Minority interests in earnings of consolidated |
||||||||
subsidiaries |
38 |
31 |
63 |
52 |
||||
|
Income before cumulative effect of changes |
||||||||
in accounting principles |
675 |
543 |
1,239 |
1,022 |
||||
|
Cumulative effect of changes in accounting principles, |
||||||||
net of income taxes (Note 6) |
- |
- |
(29) |
(2,944) |
||||
|
Net income (loss) |
$ 675 |
$ 543 |
$ 1,210 |
$ (1,922) |
||||
|
Basic earnings (loss) per share of |
||||||||
common stock (Note 7) |
||||||||
Income before cumulative effect of changes in |
||||||||
accounting principles |
$ 0.67 |
$ 0.54 |
$ 1.24 |
$ 1.02 |
||||
Cumulative effect of changes in accounting principles |
- |
- |
(0.03) |
(2.96) |
||||
Net income (loss) |
$ 0.67 |
$ 0.54 |
$ 1.21 |
$ (1.94) |
||||
|
Diluted earnings (loss) per share of |
||||||||
common stock (Note 7) |
||||||||
Income before cumulative effect of changes in |
||||||||
accounting principles |
$ 0.67 |
$ 0.54 |
$ 1.24 |
$ 1.01 |
||||
Cumulative effect of changes in accounting principles |
- |
- |
(0.03) |
(2.94) |
||||
Net income (loss) |
$ 0.67 |
$ 0.54 |
$ 1.21 |
$ (1.93) |
||||
|
Dividends per share of common stock |
$ 0.35 |
$ 0.35 |
$ 0.70 |
$ 0.70 |
||||
See Notes to Consolidated Financial Statements.
3
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Form 10-Q |
|
June 30, |
December 31, |
|||
|
2003 |
2002 |
|||
|
Assets |
||||
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Current assets |
||||
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Cash and cash equivalents |
$ 3,926 |
$ 3,678 |
||
|
Marketable debt securities |
165 |
465 |
||
|
Accounts and notes receivable |
6,149 |
3,884 |
||
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Inventories (Note 8) |
4,290 |
4,409 |
||
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Prepaid expense |
307 |
175 |
||
|
Deferred income taxes |
677 |
848 |
||
Total current assets |
15,514 |
13,459 |
||
|
Property, plant and equipment , less accumulated depreciation |
||||
|
(June 30, 2003 - $20,990; December 31, 2002 - $20,446) |
13,722 |
13,286 |
||
|
Goodwill (Note 9) |
2,086 |
1,167 |
||
|
Other intangible assets (Note 9) |
3,273 |
3,109 |
||
|
Investment in affiliates |
2,030 |
2,047 |
||
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Other assets |
1,572 |
1,553 |
||
Total |
$38,197 |
$34,621 |
||
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Liabilities and Stockholders' Equity |
||||
|
Current liabilities |
||||
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Accounts payable |
$ 2,829 |
$ 2,727 |
||
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Short-term borrowings and capital lease obligations (Note 10) |
5,860 |
1,185 |
||
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Income taxes |
141 |
47 |
||
|
Other accrued liabilities |
2,885 |
3,137 |
||
Total current liabilities |
11,715 |
7,096 |
||
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Long-term borrowings and capital lease obligations |
5,497 |
5,647 |
||
|
Other liabilities |
8,955 |
8,770 |
||
|
Deferred income taxes |
1,738 |
1,622 |
||
Total liabilities |
27,905 |
23,135 |
||
|
Minority interests (Note 11) |
576 |
2,423 |
||
|
Commitments and contingent liabilities (Note 12) |
||||
|
Stockholders' equity |
||||
|
Preferred stock |
237 |
237 |
||
|
Common stock, $.30 par value; 1,800,000,000 shares authorized; |
||||
Issued at June 30, 2003 - 1,083,248,168; |
||||
December 31, 2002 - 1,080,981,877 |
325 |
324 |
||
|
Additional paid-in capital |
7,465 |
7,377 |
||
|
Reinvested earnings |
11,127 |
10,619 |
||
|
Accumulated other comprehensive loss (Notes 13 and 14) |
(2,711) |
(2,767) |
||
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Common stock held in treasury, at cost (Shares: June 30, 2003 |
||||
and December 31, 2002 - 87,041,427) |
(6,727) |
(6,727) |
||
Total stockholders' equity |
9,716 |
9,063 |
||
Total |
$38,197 |
$34,621 |
||
See Notes to Consolidated Financial Statements.
4
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Form 10-Q |
Consolidated Statements of Cash Flows (Note 1)
|
Six Months Ended |
||||
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June 30, |
||||
|
2003 |
2002 |
|||
|
Cash used for operations: |
||||
Net income (loss) |
$ 1,210 |
$(1,922) |
||
Adjustments to reconcile net income to cash used for operations: |
||||
Cumulative effect of changes in accounting principles, net of tax (Note 6) |
29 |
2,944 |
||
Depreciation |
671 |
619 |
||
Amortization of intangible assets |
117 |
101 |
||
Gain on sale of DuPont Pharmaceuticals |
- |
(19) |
||
Other non-cash charges and credits - net |
(319) |
464 |
||
Change in operating assets and liabilities - net |
(2,007) |
(2,625) |
||
Cash used for operations |
(299) |
(438) |
||
|
Investment activities: |
||||
Purchases of property, plant and equipment |
(672) |
(553) |
||
Investment in affiliates |
(43) |
(78) |
||
Payments for businesses acquired (net of cash acquired) (Note 15) |
(1,092) |
(304) |
||
Proceeds from sales of assets |
4 |
21 |
||
Net cash flows related to sale of DuPont Pharmaceuticals |
- |
(122) |
||
Net decrease (increase) in short-term financial instruments |
318 |
(361) |
||
Miscellaneous - net |
24 |
19 |
||
Cash used for investment activities |
(1,461) |
(1,378) |
||
|
Financing activities: |
||||
Dividends paid to stockholders |
(702) |
(701) |
||
Net increase in borrowings (Note 10) |
4,507 |
209 |
||
Acquisition of treasury stock |
- |
(470) |
||
Proceeds from exercise of stock options |
24 |
30 |
||
Redemption of minority interest structures (Note 11) |
(2,037) |
- |
||
Cash provided by (used for) financing activities |
1,792 |
(932) |
||
|
Effect of exchange rate changes on cash |
216 |
114 |
||
|
Increase (decrease) in cash and cash equivalents |
$ 248 |
$(2,634) |
||
|
Cash and cash equivalents at beginning of period |
3,678 |
5,763 |
||
|
Cash and cash equivalents at end of period |
$ 3,926 |
$ 3,129 |
||
See Notes to Consolidated Financial Statements.
5
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Form 10-Q |
NOTES TO CONSOLIDATED 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 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- and six-month periods ended June 30, 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 in each period.
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Three Months Ended |
Six Months Ended |
|||||||
|
June 30, |
June 30, |
|||||||
|
2003 |
2002 |
2003 |
2002 |
|||||
|
Net income (loss), as reported |
$ 675 |
$ 543 |
$1,210 |
$(1,922) |
||||
|
Stock-based employee compensation |
||||||||
|
expense included in reported net |
||||||||
|
income (loss), net of related tax effects |
13 |
1 |
17 |
2 |
||||
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Total stock-based employee compensation |
||||||||
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expense determined under fair value |
||||||||
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based method for all awards, net of |
||||||||
|
related tax effects |
(41) |
(43) |
(78) |
(86) |
||||
|
Pro forma net income (loss) |
$ 647 |
$ 501 |
$1,149 |
$(2,006) |
||||
|
Earnings (loss) per share: |
||||||||
|
Basic - as reported |
$0.67 |
$0.54 |
$ 1.21 |
$ (1.94) |
||||
|
Basic - pro forma |
$0.65 |
$0.50 |
$ 1.15 |
$ (2.02) |
||||
|
Diluted - as reported |
$0.67 |
$0.54 |
$ 1.21 |
$ (1.93) |
||||
|
Diluted - pro forma |
$0.64 |
$0.50 |
$ 1.14 |
$ (2.01) |
||||
6
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Form 10-Q |
NOTES TO CONSOLIDATED 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 identified its commercial paper conduit and certain relationships within the financing structures of its synthetic lease programs as VIEs where DuPont was considered the primary beneficiary. In May 2003, the company purchased the assets of the VIE that served as the owner/lessor of a manufacturing facility in Singapore for $80. In July 2003, the assets related to the remaining synthetic lease programs that were identified as VIEs and the receivables which secured the notes issued by the commercial paper conduit were purchased for $274 and $445, respectively.
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 $147 at June 30, 2003. These amounts are included within obligations for equity affiliates and others in Note 12. In accordance with the provisions of FIN No. 46, the company will consolidate these VIEs in the third quarter of 2003. The company does not expect the consolidation of these VIEs to have a material effect on the consolidated results of operations or financial position.
7
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Form 10-Q |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share)
(continued)
Note 2. Other Income
|
Three Months Ended |
Six Months Ended |
|||||||
|
June 30, |
June 30, |
|||||||
|
2003 |
2002 |
2003 |
2002 |
|||||
|
Royalty income |
$ 24 |
$ 21 |
$ 54 |
$ 53 |
||||
|
Interest income, net of miscellaneous |
||||||||
interest expense |
23 |
28 |
40 |
50 |
||||
|
Equity in earnings (losses) of affiliates |
(12) |
(2) |
(8) |
1 |
||||
|
Gains (losses) on sales of assets |
- |
(3) |
11 |
(7) |
||||
|
Exchange gains (losses) |
(16) |
(126) |
(60) |
(213) |
||||
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CozaarÒ /HyzaarÒ income |
88 |
98 |
242 |
181 |
||||
|
Miscellaneous income and expenses - net |
39 |
9 |
45 |
17 |
||||
|
$146 |
$ 25 |
$324 |
$ 82 |
|||||
Note 3. Interest Expense
|
Three Months Ended |
Six Months Ended |
|||||||
|
June 30, |
June 30, |
|||||||
|
2003 |
2002 |
2003 |
2002 |
|||||
|
Interest incurred |
$95 |
$122 |
$185 |
$224 |
||||
|
Interest capitalized |
(8) |
(12) |
(17) |
(24) |
||||
|
$87 |
$110 |
$168 |
$200 |
|||||
Interest incurred in second quarter 2002 includes a charge of $21 for the early extinguishment of $242 of outstanding debentures; this charge principally represents premiums paid to investors.
Note 4. Employee Separation Costs and Write-down of Assets
During the second quarter and year-to-date 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."
During the second quarter of 2002, the company recorded total charges of $246 in the Textiles & Interiors and the Agriculture & Nutrition segments. A charge of $209 was recorded in the Textiles & Interiors segment in connection with a restructuring program instituted in the second quarter to better align the business with accelerating structural changes so as to become a more competitive integrated enterprise and to respond to continuing weakening economic conditions, particularly in the U.S. textile industry. At
8
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Form 10-Q |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share)
(continued)
June 30, 2003, essentially all 2,000 affected employees had been terminated. In addition, a charge of $37 was recorded in the Agriculture & Nutrition segment in connection with the company reaching a definitive agreement to sell a European manufacturing facility that was no longer required under the strategic business plan. The transaction closed during the second quarter 2003.
Year-to-date 2002 includes 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, which covers the write-off of the company's investment in this joint venture, 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.
In other restructuring activities, a 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 June 30, 2003, approximately 500 of the 775 employees affected 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 |
(44) |
- |
(44) |
|||
|
Balance - June 30, 2003 |
$136 |
$ 3 |
$139 |
|||
|
2001 Programs |
||||||
|
Balance - December 31, 2002 |
$ 46 |
$ 2 |
$ 48 |
|||
|
Changes to accounts: |
||||||
|
Adjustments in 2003* |
- |
(1) |
(1) |
|||
|
Employee separation settlements |
(16) |
- |
(16) |
|||
|
Balance - June 30, 2003 |
$ 30 |
$ 1 |
$ 31 |
|||
|
* |
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 Changes in Accounting Principles for the quarter ended March 31, 2003. (See Note 6) |
9
|
Form 10-Q |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share)
(continued)
Note 5. Gain on Sale of Interest by Subsidiary - Nonoperating
In April 2003, the company formed a majority-owned venture, The Solae Company, with Bunge Limited, comprised of the company's Protein Technologies business and Bunge's North American and European ingredients operations. As a result of this transaction, the company's ownership interest in the Protein Technologies business was reduced from 100 percent to 72 percent. The company recorded a nonoperating pretax gain of $62 in second quarter 2003 as the fair market value of the businesses contributed by Bunge exceeded the net book value of the 28 percent ownership interest acquired by Bunge.
Note 6. 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 remaining 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 June 30, 2003.
|
Balance - January 1, 2003 |
$60 |
|
|
Accretion expense |
2 |
|
|
Balance - June 30, 2003 |
$62 |
Had the provisions of SFAS No. 143 been applied as of January 1, 2002, the pro forma effects for the three- and six-month periods ended June 30, 2002 on Income Before Cumulative Effect of Changes in Accounting Principles and Net Income for the periods would have been reductions of 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 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.
10
|
Form 10-Q |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share)
(continued)
Note 7. Earnings Per Share of Common Stock
Set forth below is a reconciliation of the numerator and denominator for basic and diluted earnings per share calculations for the periods indicated:
|
Three Months Ended |
Six Months Ended |
|||||||
|
June 30, |
June 30, |
|||||||
|
2003 |
2002 |
2003 |
2002 |
|||||
|
Numerator: |
||||||||
|
Income before cumulative effect |
||||||||
|
of changes in accounting principles |
$ 675.0 |
$ 543.0 |
$1,239.0 |
$ 1,022.0 |
||||
|
Preferred dividends |
(2.5) |
(2.5) |
(5.0) |
(5.0) |
||||
|
Income available to common |
||||||||
|
stockholders before cumulative effect of changes in accounting |
||||||||
|
principles |
$ 672.5 |
$ 540.5 |
$1,234.0 |
$ 1,017.0 |
||||
|
Cumulative effect of changes in |
||||||||
|
accounting principles |
- |
- |
(29.0) |
|
(2,944.0) |
|||
|
Net income (loss) available to |
||||||||