3: DUPONT E I DE NEMOURS & CO - 10-Q Quarterly Report - 09/30/2003

Back to GetFilings.com



 

 


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, 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

 


996,776,918 shares (excludes 87,041,427 shares of treasury stock) of common stock, $0.30 par value, were outstanding at October 31, 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 Statements

3

Consolidated Balance Sheets

4

Consolidated Statements of Cash Flows

5

Notes to Consolidated Financial Statements

6-30

   

Item 2. Management's Discussion and Analysis of Financial

 

Condition and Results of Operations

 

Forward-Looking Statements

31-32

Results of Operations

32-37

Segment Reviews

38-39

Liquidity & Capital Resources

40-41

Long-Term Employee Benefits

42

   

Item 4. Controls and Procedures

42

   

Part II Other Information

 
   

Item 1. Legal Proceedings

42-44

Item 6. Exhibits and Reports on Form 8-K

44

   

Signature

45

   

Exhibit Index

46-47













2

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)
(Dollars in millions, except per share)

   

Three Months Ended

 

Nine Months Ended

   

September 30,

 

September 30,

   

2003

 

2002

 

2003

 

2002

Net sales

 

$ 6,142

 

$5,482

 

$20,519

 

$18,324

Other income (Note 2)

 

219

 

255

 

543

 

337

Total

 

6,361

 

5,737

 

21,062

 

18,661

Cost of goods sold and other operating charges

 

4,648

 

3,851

 

14,566

 

12,204

Selling, general and administrative expenses

 

708

 

621

 

2,224

 

1,993

Depreciation

 

365

 

339

 

1,036

 

958

Amortization of intangible assets

 

61

 

53

 

178

 

154

Research and development expense

 

340

 

322

 

1,012

 

928

Interest expense (Note 3)

 

90

 

79

 

258

 

279

Employee separation costs and write-down of assets (Note 4)

 

-

 

(23)

 

-

 

232

Separation charges - Textiles & Interiors (Note 5)

 

1,314

 

-

 

1,314

 

-

Goodwill impairment - Textiles & Interiors (Note 6)

 

291

 

-

 

291

 

-

Gain on sale of DuPont Pharmaceuticals

 

-

 

-

 

-

 

(19)

Gain on sale of interest by subsidiary - non-operating (Note 7)

 

-

 

-

 

(62)

 

-

Total

 

7,817

 

5,242

 

20,817

 

16,729

Income (loss) before income taxes and minority interests

 

(1,456)

 

495

 

245

 

1,932

Provision for (benefit from) income taxes (Note 8)

 

(586)

 

5

 

(187)

 

368

Minority interests in earnings of consolidated

               

subsidiaries

 

3

 

21

 

66

 

73

Income (loss) before cumulative effect of changes

               

in accounting principles

 

(873)

 

469

 

366

 

1,491

Cumulative effect of changes in accounting principles,

               

net of income taxes (Note 9)

 

-

 

-

 

(29)

 

(2,944)

Net income (loss)

 

$ (873)

 

$ 469

 

$ 337

 

$ (1,453)

Basic earnings (loss) per share of

               

common stock (Note 10)

               

Income (loss) before cumulative effect of changes in

               

accounting principles

 

$ (0.88)

 

$ 0.47

 

$ 0.36

 

$ 1.49

Cumulative effect of changes in accounting principles

 

-

 

-

 

(0.03)

 

(2.96)

Net income (loss)

 

$ (0.88)

 

$ 0.47

 

$ 0.33

 

$ (1.47)

Diluted earnings (loss) per share of

               

common stock (Note 10)

               

Income (loss) before cumulative effect of changes in

               

accounting principles

 

$ (0.88)

 

$ 0.47

 

$ 0.36

 

$ 1.49

Cumulative effect of changes in accounting principles

 

-

 

-

 

(0.03)

 

(2.95)

Net income (loss)

 

$ (0.88)

 

$ 0.47

 

$ 0.33

 

$ (1.46)

Dividends per share of common stock

 

$ 0.35

 

$ 0.35

 

$ 1.05

 

$ 1.05

                 


See pages 6-30 for Notes to Consolidated Financial Statements.



3

Form 10-Q


Consolidated Balance Sheets (Note 1)
(Dollars in millions, except per share)

   

September 30,

 

December 31,

   

2003

 

2002

Assets

       

Current assets

       

Cash and cash equivalents

 

$ 3,766

 

$ 3,678

Marketable debt securities

 

97

 

465

Accounts and notes receivable

 

5,163

 

3,884

Inventories (Note 11)

 

3,826

 

4,409

Prepaid expenses

 

277

 

175

Deferred income taxes (Note 8)

 

714

 

848

Assets held for sale (Note 12)

 

5,650

 

-

Total current assets

 

19,493

 

13,459

Property, plant and equipment, net of accumulated depreciation

       

(September 30, 2003 - $19,511; December 31, 2002 - $20,446)

 

9,752

 

13,286

Goodwill (Note 13)

 

1,850

 

1,167

Other intangible assets (Note 13)

 

2,988

 

3,109

Investment in affiliates

 

1,473

 

2,047

Other assets

 

1,830

 

1,553

Total

 

$37,386

 

$34,621

Liabilities and Stockholders' Equity

       

Current liabilities

       

Accounts payable

 

$ 1,884

 

$ 2,727

Short-term borrowings and capital lease obligations (Note 14)

 

6,664

 

1,185

Income taxes (Note 8)

 

89

 

47

Other accrued liabilities

 

2,529

 

3,137

Liabilities held for sale (Note 12)

 

1,599

 

-

Total current liabilities

 

12,765

 

7,096

Long-term borrowings and capital lease obligations

 

5,269

 

5,647

Other liabilities

 

8,309

 

8,770

Deferred income taxes

 

1,705

 

1,622

Total liabilities

 

28,048

 

23,135

Minority interests (Note 15)

 

501

 

2,423

Commitments and contingent liabilities (Note 16)

       

Stockholders' equity

       

Preferred stock

 

237

 

237

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

       

Issued at September 30, 2003 - 1,083,794,708;

       

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

 

325

 

324

Additional paid-in capital

 

7,485

 

7,377

Reinvested earnings

 

9,903

 

10,619

Accumulated other comprehensive loss (Notes 17 and 18)

 

(2,386)

 

(2,767)

Common stock held in treasury, at cost (Shares: September 30, 2003

       

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

 

(6,727)

 

(6,727)

Total stockholders' equity

 

8,837

 

9,063

Total

 

$37,386

 

$34,621

         



See pages 6-30 for Notes to Consolidated Financial Statements.


4

 

 

 

 

Form 10-Q



Consolidated Statements of Cash Flows (Note 1)
(Dollars in millions)

   

Nine Months Ended

   

September 30,

   

2003

 

2002

         

Cash provided by (used for) operations

       

Net income (loss)

 

$ 337

 

$(1,453)

Adjustments to reconcile net income to cash used for operations:

       

Cumulative effect of changes in accounting principles, net of tax (Note 9)

 

29

 

2,944

Depreciation

 

1,036

 

958

Amortization of intangible assets

 

178

 

154

Separation charges - Textiles & Interiors

 

1,314

 

-

Goodwill impairment - Textiles & Interiors

 

291

 

-

Gain on sale of DuPont Pharmaceuticals

 

-

 

(19)

Other non-cash charges and credits - net

 

(327)

 

317

Change in operating assets and liabilities - net

 

(3,060)

 

(2,515)

         

Cash provided by (used for) operations

 

(202)

 

386

         

Investment activities

       

Purchases of property, plant and equipment

 

(1,257)

 

(849)

Investment in affiliates

 

(61)

 

(108)

Payments for businesses acquired, net of cash acquired (Note 19)

 

(1,427)

 

(339)

Proceeds from sales of assets

 

12

 

166

Net cash flows related to sale of DuPont Pharmaceuticals

 

-

 

(122)

Purchase of beneficial interest in securitized trade receivables (Note 16)

 

(445)

 

-

Maturity/repayment of beneficial interest in securitized trade receivables (Note 16)

 

445

 

-

Net decrease (increase) in short-term financial instruments

 

386

 

(237)

Miscellaneous - net

 

71

 

13

         

Cash used for investment activities

 

(2,276)

 

(1,476)

         

Financing activities

       

Dividends paid to stockholders

 

(1,053)

 

(1,052)

Net increase in borrowings (Note 14)

 

5,377

 

180

Acquisition of treasury stock

 

-

 

(470)

Proceeds from exercise of stock options

 

38

 

35

Redemption of minority interest structures (Note 15)

 

(2,037)

 

-

         

Cash provided by (used for) financing activities

 

2,325

 

(1,307)

         

Effect of exchange rate changes on cash

 

281

 

94

         

Increase (decrease) in cash and cash equivalents

 

$ 128

 

$(2,303)

         

Cash and cash equivalents at beginning of period

 

3,678

 

5,763

         

Cash and cash equivalents at end of period

 

$ 3,806(a)

 

$ 3,460

         

(a)

Includes cash classified as held for sale within the Consolidated Balance Sheet (see Note 12).


See pages 6-30 for Notes to Consolidated Financial Statements.





5

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 nine-month periods ended September 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.

   

Three Months Ended

 

Nine Months Ended

   

September 30,

 

September 30,

   

2003

 

2002

 

2003

 

2002

Net income (loss), as reported

 

$(873)

 

$ 469

 

$ 337

 

$(1,453)

Stock-based employee compensation

               

expense included in reported net

               

income (loss), net of related tax effects

 

6

 

-

 

23

 

2

Total stock-based employee compensation

               

expense determined under fair value

               

based method for all awards, net of

               

related tax effects

 

(26)

 

(44)

 

(104)

 

(130)

Pro forma net income (loss)

 

$(893)

 

$ 425

 

$ 256

 

$(1,581)

Earnings (loss) per share:

               

Basic - as reported

 

$(0.88)

 

$0.47

 

$0.33

 

$ (1.47)

Basic - pro forma

 

$(0.90)

 

$0.43

 

$0.25

 

$ (1.60)

Diluted - as reported

 

$(0.88)

 

$0.47

 

$0.33

 

$ (1.46)

Diluted - pro forma

 

$(0.90)

 

$0.42

 

$0.25

 

$ (1.59)

6

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 (FASB) issued Interpretation (FIN) No. 46, "Consolidation of Variable Interest Entities" (VIEs), which is an interpretation of Accounting Research Bulletin (ARB) No. 51, "Consolidated Financial Statements." FIN No. 46 addresses the application of ARB No. 51 to VIEs, and generally would require that assets, liabilities, and results of the activity of a VIE be consolidated into the financial statements of the enterprise that is considered the primary beneficiary. 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 FASB has postponed the date on which the interpretation will become applicable to December 31, 2003.

The company's commercial paper conduit finances its accounts receivable securitization and some of its synthetic lease programs. The company identified certain relationships within this structure as VIEs where DuPont was considered the primary beneficiary. As of September 30, 2003, the company has purchased assets under synthetic leases of $334 net of a $20 deferred gain associated with the initial sale and leaseback transaction. The company also purchased an interest in the revolving pool of trade accounts receivable under the securitization program for $445. See Note 16 for additional information related to these transactions.

The company has also identified two other non-consolidated 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 $142 at September 30, 2003. These amounts are included within obligations for equity affiliates and others in Note 16. In accordance with the provisions of FIN No. 46, the company will consolidate these VIEs as of December 31, 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

Form 10-Q


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


Note 2. Other Income

   

Three Months Ended

 

Nine Months Ended

   

September 30,

 

September 30,

   

2003

 

2002

 

2003

 

2002

                 

Royalty income

 

$ 38

 

$ 27

 

$ 92

 

$ 80

Interest income, net of miscellaneous

               

interest expense

 

15

 

28

 

55

 

78

Equity in earnings (losses) of affiliates

 

(8)

 

55

 

(16)

 

56

Net gain on sales of assets

 

1

 

81

 

12

 

74

Exchange gains (losses)

 

(4)

 

(60)

 

(64)

 

(273)

CozaarÒ /HyzaarÒ income

 

161

 

116

 

403

 

297

Miscellaneous income and expenses - net

 

16

 

8

 

61

 

25

                 
   

$219

 

$255

 

$543

 

$ 337

 

Note 3. Interest Expense

   

Three Months Ended

 

Nine Months Ended

   

September 30,

 

September 30,

   

2003

 

2002

 

2003

 

2002

                 

Interest incurred

 

$96

 

$ 90

 

$281

 

$314

Interest capitalized

 

(6)

 

(11)

 

(23)

 

(35)

                 
   

$90

 

$ 79

 

$258

 

$279

Interest incurred year-to-date 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 third 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 third quarter of 2002, the company recorded a net benefit of $23 resulting from changes in estimates related to prior years' restructuring programs. This was principally attributable to net benefits associated with the 2001 restructuring program of $8 for lower dismantlement and removal costs and $7 for lower severance payments to terminated employees.







8

Form 10-Q


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


In addition to the net benefit of $23 discussed above, year-to-date 2002 includes charges in the Textiles & Interiors and the Agriculture & Nutrition segments. A charge of $209 was recorded in Textiles & Interiors in connection with a restructuring program instituted in the second quarter of 2002 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 June 30, 2003, essentially all 2,000 affected employees had been terminated. The year-to-date 2002 results for Textiles & Interiors also include 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 benefit res ulting principally from a favorable litigation settlement associated with the company's exit from a nylon joint venture in 1999. 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 of 2003.

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 September 30, 2003, approximately 650 of the 775 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

 

(78)

 

-

 

(78)

Other expenditures

 

-

 

(2)

 

(2)

             

Balance - September 30, 2003

 

$ 102

 

$ 1

 

$ 103

2001 Programs

           
             

Balance - December 31, 2002

 

$ 46

 

$ 2

 

$ 48

Changes to accounts:

           

Adjustments in 2003*

 

-

 

(1)

 

(1)

Employee separation settlements

 

(21)

 

-

 

(21)

             

Balance - September 30, 2003

 

$ 25

 

$ 1

 

$ 26

*

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 9)



9

Form 10-Q


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


Note 5. Separation Charges - Textiles & Interiors

The company is involved in ongoing negotiations to sell substantially all of the assets related to the Textiles & Interiors segment. At September 30, 2003, all criteria for classification as assets held for sale as defined by SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" had been met (see Note 12). In addition, at that time the estimated fair value of assets to be sold was less than their carrying value. In the third quarter of 2003, the company recorded the following charges for the write-down of assets and other separation costs: property, plant and equipment of $949, intangible assets (excluding goodwill, see Note 6) of $49, equity affiliates of $238 and a pension curtailment loss of $78. The write-downs are based on estimates of fair value determined as a result of these negotiations. The company expects to complete the sale of these assets during the first half of 2004 subject to required regulatory approvals. However, there can be no assuranc e that the negotiations will result in an agreement being reached or, if an agreement is reached, of the terms, conditions or timing of any potential transaction. If a final agreement is reached, additional charges and credits related to the separation of Textiles & Interiors may be recorded, some of which may be material to the consolidated financial statements. Such charges and credits relate to, for example, the final terms of the sales agreement, possible pension plan settlements and other post-retirement benefit curtailment gains.

Note 6. Goodwill Impairment - Textiles & Interiors

Based on the preliminary purchase price allocation associated with the acquisition of the non-controlling interest in DuPont Canada, an estimated goodwill impairment charge of $291 was recorded in the third quarter 2003 in connection with the expected sale of substantially all of the assets of the Textiles & Interiors segment. This charge was based on estimates of the fair value of reporting units within the Textiles & Interiors segment as determined through negotiations to sell the related assets.

Note 7. Gain on Sale of Interest by Subsidiary - Non-operating

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 non-operating 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 8. Provision for (Benefit from) Income Taxes

As a result of the separation charges described in Note 5, the company recorded a tax benefit of $566, including $256 to recognize the differences between the book basis and tax basis of certain subsidiaries and affiliates as part of the expected sale.








10

Form 10-Q


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


Note 9. 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 September 30, 2003.

Balance - January 1, 2003