Notes to the Consolidated Financial Statements | |
| 12 Months Ended
Dec. 31, 2008
|
Notes to the Consolidated Financial Statements | |
Summary of Significant Accounting Policies |
1. Summary of Significant Accounting Policies
The company follows generally accepted accounting principles in the United States of America (GAAP). The significant accounting policies described below, together with the other notes that follow, are an integral part of the Consolidated Financial Statements.
Preparation of Financial Statements
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Basis of Consolidation
The Consolidated Financial Statements include the accounts of the company, subsidiaries in which a controlling interest is maintained and variable interest entities (VIE) for which DuPont is the primary beneficiary. For those consolidated subsidiaries in which the company's ownership is less than 100percent, the outside stockholders' interests are shown as minority interests. Investments in affiliates over which the company has significant influence but not a controlling interest are carried on the equity basis. This includes majority-owned entities for which the company does not consolidate because a minority investor holds substantive participating rights. Investments in affiliates over which the company does not have significant influence are accounted for by the cost method or as available-for-sale securities. Gains or losses arising from issuances by an affiliate or a subsidiary of its own stock are recorded as non-operating items.
Revenue Recognition
The company recognizes revenue when the earnings process is complete. The company's revenues are from the sale of a wide range of products to a diversified base of customers around the world. Revenue for product sales is recognized upon delivery, when title and risk of loss have been transferred, collectibility is reasonably assured and pricing is fixed or determinable. Substantially all product sales are sold FOB (free on board) shipping point or, with respect to non-U.S. customers, an equivalent basis. Accruals are made for sales returns and other allowances based on the company's experience. The company accounts for cash sales incentives as a reduction in sales and noncash sales incentives as a charge to cost of goods sold or selling expense, depending on the nature of the incentive. Amounts billed to customers for shipping and handling fees are included in net sales and costs incurred by the company for the delivery of goods are classified as cost of goods sold and other operating charges in the Consolidated Income Statements. Taxes on revenue-producing transactions are excluded from net sales.
The company periodically enters into prepayment contracts with customers in the Agriculture Nutrition segment and receives advance payments for product to be delivered in future periods. These advance payments are recorded as deferred revenue and are included in other accrued liabilities on the Consolidated Balance Sheets. |
Effect of Implementation of FASB Statement of Financial Accounting Standards No. 157 "Fair Value Measurements" (SFAS 157) |
2.IMPLEMENTATIONOFFASBSTATEMENTOFFINANCIALACCOUNTINGSTANDARDS NO. 157 "FAIRVALUE MEASUREMENTS" (SFAS 157)
Effective January 1, 2008, the company prospectively implemented the provisions of SFAS 157 for financial assets and financial liabilities reported or disclosed at fair value. As permitted by FASB Staff Position No. FAS 157-2, the company elected to defer implementation of the provisions of SFAS 157 for non-financial assets and non-financial liabilities until January 1, 2009, except for non-financial items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually).
The company uses the following valuation techniques to measure fair value for its financial assets and financial liabilities:
Level 1 - Quoted market prices in active markets for identical assets or liabilities
Level 2 - Significant other observable inputs (e.g. quoted prices for similar items in active markets, quoted prices for identical or similar items in markets that are not active, inputs other than quoted prices that are observable such as interest rate and yield curves, and market-corroborated inputs)
At December 31, 2008, the following financial assets and financial liabilities were measured at fair value on a recurring basis using the type of inputs shown:
Financial assets
December 31, Fair Value Measurements at December 31, 2008 Using
2008 Level 1 Inputs Level 2 Inputs Level 3 Inputs
Derivatives $ 96 $ - $ 96 $ -
Available-for-sale securities 22 22 - -
$ 118 $ 22 $ 96 $ -
Financial liabilities
December 31, Fair Value Measurements at December 31, 2008 Using
2008 Level 1 Inputs Level 2 Inputs Level 3 Inputs
Derivatives $ 563 $ - $ 563 $ -
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Other Income, Net |
3. Other Income, net
|
Interest Expense |
4. Interest Expense
2008
2007
2006
Interest incurred
$ 425
$ 475
$ 497
Interest capitalized
(49)
(45)
(37)
$ 376
$ 430
$ 460 |
Restructuring Activities |
5. RESTRUCTURING ACTIVITIES
During 2008, the company initiated a global restructuring program described below. Employee separation payments, net of exchange impact, of $47 associated with 2006 restructuring activities were made in 2008. At December 31, 2008, total liabilities relating to current and prior restructuring activities were $345.
2008 Activities
In response to the challenging economic environment, the company initiated a global restructuring program during 2008 to reduce costs and improve profitability across its businesses. The program includes the elimination of approximately 2,500 positions principally located in Western Europe and the United States of America (U.S.) primarily supporting the motor vehicle and construction markets. As a result, a charge of $535 was recorded in cost of goods sold and other operating charges. This charge includes $287 related to employee severance costs and $248 of asset-related charges, including $111 for asset shut-downs, $119 for asset impairments and $18 of other non-personnel charges.
The 2008 program charge reduced the 2008 segment earnings as follows: Agriculture Nutrition - $18; Coatings Color Technologies - $236; Electronic Communication Technologies - $55; Performance Materials - $94; Safety Protection - $101; and Other - $31.
Essentially all employee terminations related to this program will begin in the first quarter of 2009. The program is estimated to be substantially completed in 2010. There were no cash payments related to this program in 2008.
Account balances and activity for the 2008 restructuring program are summarized below:
Asset - Related
Employee Separation Costs
Other Non-personnel Charges
Total
Net charges to income in 2008
$ 230
$ 287
$ 18
$ 535
Charges to accounts
Asset write-offs
(230)
-
(2)
(232)
Net Translation Adjustment
-
19
1
20
Other
-
3
-
3
Balance at December 31, 2008
$ -
$ 309
$ 17
$ 326 |
Provision for Income Taxes |
6. Provision for Income Taxes
2008
2007
2006
Current tax expense (benefit):
U.S. federal
$ 14
$ 372
$ 505
U.S. state and local
(3)
10
(1)
International
327
335
307
338
717
811
Deferred tax expense (benefit):
U.S. federal
210
92
(297)
U.S. state and local
-
(21)
(18)
International
(167)
(40)
(300)
43
31
(615)
Provision for income taxes
$ 381
$ 748
$ 196
Stockholders' equity:
Stock compensation1
(3)
(25)
(2)
Net revaluation and clearance of cash flow hedges to earnings2
(113)
15
9
Net unrealized (losses) gains on securities2
(5)
2
3
Minimum pension liability2
-
-
248
Pension benefits
Net losses 3
(2,209)
383
(1,048)
Prior service cost 3
5
5
(51)
Other benefits
Net losses 3
(113)
223
(391)
Net prior service benefit 3
(38)
(55)
447
$(2,095)
$ 1,296
$ (589) |
Earnings Per Share Of Common Stock |
7. Earnings Per Share of Common Stock |
Accounts and Notes Receivable |
8. Accounts and Notes Receivable
December 31, 2008 2007
Accounts and notes receivable-trade, net of allowances of $238 in 2008
and $261 in 2007 $ 3,838 $ 4,649
Other 1 1,302 1,034
$ 5,140 $ 5,683
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Inventory |
9. Inventories
|
Property, plant and equipment |
10. Property, Plant and Equipment
|
Goodwill and Other Intangible Assets |
11. Goodwill and Other Intangible Assets
Goodwill
|
Summarized Financial Information for Affiliated Companies |
12. Summarized Financial Information for Affiliated Companies
|
Other Assets |
13. Other Assets |
Accounts Payable |
14. Accounts Payable
|
Short-Term Borrowings and Capital Lease Obligations |
15. Short-Term Borrowings and Capital Lease Obligations
|
Other Accrued Liabilities |
16. Other Accrued Liabilities
December 31,
2008
2007
Compensation and other employee-related costs
$ 841
$ 905
Deferred revenue
1,037
981
Employee benefits (Note 21)
459
427
Discounts and rebates
331
394
Derivative Instruments
487
27
Miscellaneous
1,305
1,089
$ 4,460
$ 3,823 |
Long-Term Borrowings and Capital Lease Obligations |
17. Long-Term Borrowings and Capital Lease Obligations
December 31, 2008 2007
U.S. dollar:
Industrial development bonds due 2026, 2029 1 $ 50 $ 50
Medium-term notes due 2013 - 2041 2 432 457
5.75% notes due 2009 3 200 200
5.88% notes due 2009 3 401 404
6.88% notes due 2009 3,4 894 889
4.125% notes due 2010 4 936 914
4.75% notes due 2012 400 400
5.00% notes due 2013 749 748
5.00% notes due 2013 743 -
5.875% notes due 2014 995 -
4.875% notes due 2014 497 497
5.25% notes due 2016 598 598
6.00% notes due 2018 5 1,463 -
6.50% debentures due 2028 299 298
5.60% notes due 2036 395 395
Other loans (average interest rate of 3.9 percent) 3 24 24
Foreign currency denominated loans:
Euro loans (average interest rate of 3.2 percent) 3 4 22
Other loans (various currencies) 3 114 70
9,194 5,966
Less short-term portion of long-term debt 1,563 21
7,631 5,945
Capital lease obligations 7 10
Total $ 7,638 $ 5,955 |
Other Liabilities |
18. Other Liabilities |
Commitments and Contingent Liabilities |
19. Commitments and Contingent Liabilities
Guarantees
Product Warranty Liability
The company warrants that its products meet standard specifications. The company's product warranty liability as of December31, 2008 and 2007 was $24 and $23, respectively. Estimates for warranty costs are based on historical claims experience.
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. The term of these indemnifications, which typically pertain to environmental, tax and product liabilities, is generally indefinite. 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. 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 potential future payments is generally unlimited. The carrying amount recorded for all indemnifications as of December 31, 2008 and December 31, 2007 was $110 and $101, respectively. 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.
In connection with the 2004 sale of the majority of the net assets of Textiles and Interiors, the company indemnified the purchasers, subsidiaries of Koch Industries, Inc. (INVISTA), against certain liabilities primarily related to taxes, legal and environmental matters and other representations and warranties under the Purchase and Sale Agreement. The estimated fair value of the indemnity obligations under the Purchase and Sale Agreement was $70 and was included in the indemnifications balance of $110 at December 31, 2008. Under the Purchase and Sale Agreement, the company's total indemnification obligation for the majority of the representations and warranties cannot exceed $1,400. The other indemnities are not subject to this limit. In March 2008, INVISTA filed suit in the Southern District of New York alleging that certain representations and warranties in the Purchase and Sale Agreement were breached and, therefore, that DuPont is obligated to indemnify it. DuPont disagrees with the extent and value of INVISTA's claims. DuPont has not changed its estimate of its total indemnification obligation under the Purchase and Sale Agreement as a result of the lawsuit.
Obligations for Equity Affiliates Others
The company has directly guaranteed various debt obligations under agreements with third parties related to equity affiliates, customers, suppliers and other affiliated and unaffiliated companies. At December 31, 2008, the company |
Stockholder's Equity |
20. Stockholders' Equity
The company's Board of Directors authorized a $2 billion share buyback plan in June 2001. During 2008 and 2007, there were no purchases of stock under this program. During 2005, the company purchased and retired 9.9 million shares at a total cost of $505. As of December 31, 2008, the company has purchased 20.5 million shares at a total cost of $962. Management has not established a timeline for the buyback of the remaining stock under this plan.
In addition to the plan described above, in October 2005 the Board of Directors authorized a $5 billion share buyback plan. The company entered into an accelerated share repurchase agreement with Goldman Sachs Co. (Goldman Sachs) under which the company purchased and retired 75.7 million shares of DuPont's outstanding common stock from Goldman Sachs on October 27, 2005 at a price of $39.62 per share, with Goldman Sachs purchasing an equivalent number of shares in the open market over the following nine-month period.
On July 27, 2006, Goldman Sachs completed its purchase of 75.7 million shares of DuPont's common stock at a volume weighted average price (VWAP) of $41.99 per share. Upon the conclusion of the agreement in 2006, the company paid $180 in cash to Goldman Sachs to settle the agreement. The final settlement price was based upon the difference between the VWAP per share for the nine-month period, which ended July 27, 2006, and the purchase price of $39.62 per share. The amount paid to settle the contract was recorded as a reduction to Additional paid-in capital during the third quarter 2006. In addition, the company made open market purchases of its shares in the third quarter 2006 for $100 at an average price of $42.27 per share.
During 2007, the company paid $1.7 billion to purchase and immediately retire 34.7 million shares at an average price of $48.85 per share. As of December 31, 2007, the company has completed the $5 billion share buyback plan with the purchase and retirement of 112.8 million shares at an average price of $44.33 per share.
Common stock held in treasury is recorded at cost. When retired, the excess of the cost of treasury stock over its par value is allocated between reinvested earnings and additional paid-in capital.
Set forth below is a reconciliation of common stock share activity for the three years ended December31, 2008:
Shares of common stock
Issued
Held In Treasury
Balance January 1, 2006
1,006,652,000
(87,041,000)
Issued
4,823,000
-
Repurchased
-
(2,366,000)
Retired
(2,366,000)
2,366,000
Balance December 31, 2006
1,009,109,000
(87,041,000)
Issued
11,916,000
-
Repurchased
-
(34,695,000)
Retired
(34,695,000)
34,695,000
Balance December 31, 2007
986,330,000
(87,041,000)
Issued
3,085,000
-
Balance December 31, 2008
989,415,000
(87,041,000) |
Long-term Employee Benefits |
21. LONG-TERM Employee Benefits
|
Compensation Plans |
22. Compensation Plans
Effective January 1, 2006, the company adopted SFAS 123R using the modified prospective application transition method. As a result of the adoption of the fair value recognition provisions of SFAS 123, as amended, prospectively on January 1, 2003, the adoption of SFAS 123R did not have a material impact on the company's financial position or results of operations. Prior to adoption of SFAS 123R, the nominal vesting approach was followed for all awards. Upon adoption of SFAS 123R on January 1, 2006, the company began expensing new stock-based compensation awards using a non-substantive approach, under which compensation costs are recognized over at least six months for awards granted to employees who are retirement eligible at the date of the grant or would become retirement eligible during the vesting period of the grant. Prior to the adoption of SFAS 123R, the company reported the tax benefit of stock option exercises as operating cash flows. Upon the adoption of SFAS 123R, tax benefits resulting from tax deductions in excess of compensation cost recognized for those options or restricted stock units are reported as financing cash flows.
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Derivatives and Other Hedging Instruments |
23. Derivatives and Other Hedging Instruments
Objectives and Strategies for Holding Derivative Instruments
In the ordinary course of business, the company enters into contractual arrangements (derivatives) to reduce its exposure to foreign currency, interest rate and commodity price risks under established procedures and controls. The company has established a variety of approved derivative instruments to be utilized in each risk management program, as well as varying levels of exposure coverage and time horizons based on an assessment of risk factors related to each hedging program. Derivative instruments utilized during the period include forwards, options, futures and swaps. The company has not designated any non-derivatives as hedging instruments.
The corporate financial risk management policy establishes an oversight committee and risk management guidelines that authorize the use of specific derivative instruments and further establishes procedures for control and valuation, counterparty credit approval and routine monitoring and reporting. The counterparties to these contractual arrangements are major financial institutions and major commodity exchanges. The company is exposed to credit loss in the event of nonperformance by these counterparties. The company manages this exposure to credit loss through the aforementioned credit approvals, limits and monitoring procedures and, to the extent possible, by restricting the period over which unpaid balances are allowed to accumulate. The company does not anticipate nonperformance by counterparties to these contracts and no material loss would be expected from such nonperformance. Market and counterparty credit risks associated with these instruments are regularly reported to management.
The company hedges foreign currency-denominated monetary assets and liabilities, certain foreign currency-denominated revenues, certain business specific foreign currency exposures, and certain energy type and agricultural feedstock purchases.
Fair Value Hedges
During the year ended December31, 2008, the company maintained a number of interest rate swaps that involve the exchange of fixed for floating rate interest payments which allows the company to maintain a target range of floating rate debt. All interest rate swaps qualify for the shortcut method of hedge accounting, thus there is no ineffectiveness related to these hedges. Changes in the fair value of derivatives that hedge interest rate risk are recorded in interest expense each period. The offsetting changes in the fair values of the related debt are also recorded in interest expense. The company maintains no other fair value hedges. During the fourth quarter of 2008, interest rate swaps were terminated with a combined notional amount of $1.25 billion for cash proceeds of $226, which are classified within financing cash flows in the Consolidated Statements of Cash Flows. This gain will be amortized to earnings as a reduction to interest expense over the remaining life of the debt, through 2018.
Cash Flow Hedges
The company maintains a number of cash flow hedging programs to reduce risks related to foreign currency and commodity p |
Geographic Information |
24. Geographic Information
2008 2007 2006
Net Sales1 Net Property2 Net Sales1 Net Property2 Net Sales1 Net Property2
United States $ 11,091 $ 7,784 $11,277 $ 7,687 $11,123 $ 7,449
Europe
Belgium $ 350 $ 157 $ 346 $ 166 $ 218 $ 176
Germany 2,220 309 2,045 319 1,826 319
France 1,072 115 1,039 121 992 120
Italy 912 28 864 27 832 26
Luxembourg 88 247 79 232 60 200
The Netherlands 240 229 187 275 213 283
Spain 521 297 466 184 455 162
United Kingdom 605 138 641 142 617 147
Other 3,478 332 3,162 288 2,708 303
Total Europe $ 9,486 $ 1,852 $ 8,829 $ 1,754 $ 7,921 $ 1,736
Asia Pacific
China/Hong Kong $ 1,656 $ 309 $ 1,594 $ 270 $ 1,415 $ 210
India 485 60 424 31 345 30
Japan 1,302 102 1,187 105 1,103 114
Taiwan 420 132 427 128 447 116
Korea 534 78 551 80 569 78
Singapore 153 42 152 44 150 38
Other 933 39 842 35 730 37
Total Asia Pacific $ 5,483 $ 762 $ 5,177 $ 693 $ 4,759 $ 623
Canada Latin America
Brazil $ 1,775 $ 300 $ 1,485 $ 282 $ 1,191 $ 275
Canada 907 157 963 161 921 146
Mexico 843 225 801 211 810 205
Argentina 335 28 325 30 271 30
Other 609 46 521 42 425 34
Total Canada Latin
America $ 4,469 $ 756 $ 4,095 $ 726 $ 3,618 $ 690
Total $ 30,529 $ 11,154 $29,378 $ 10,860 $27,421 $ 10,498
1 Net sales are attributed to countries based on the location of the customer.
2 Includes property, plant and equipment less accumulated depreciation.
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Segment Information |
25. Segment Information
The company has six reportable segments. Five of the segments constitute the company's growth segments: Agriculture Nutrition, Coatings Color Technologies, Electronic Communication Technologies, Performance Materials and Safety Protection. The sixth segment, Pharmaceuticals, is limited to income from the company's interest in two drugs, Cozaar(R) and Hyzaar(R).
Major products by segment include: Agriculture Nutrition (hybrid seed corn and soybean seed, herbicides, fungicides, insecticides, value enhanced grains and soy protein); Coatings Color Technologies (automotive finishes, industrial coatings and white pigments); Electronic Communication Technologies (fluorochemicals, fluoropolymers, photopolymers and electronic materials); Performance Materials (engineering polymers, packaging and industrial polymers, films and elastomers); Safety Protection (specialty and industrial chemicals, nonwovens, aramids and solid surfaces); and Pharmaceuticals (representing the company's interest in the collaboration relating to Cozaar(R)/Hyzaar(R) antihypertensive drugs, which is reported as other income). The company operates globally in substantially all of its product lines.
In general, the accounting policies of the segments are the same as those described in the Summary of Significant Accounting Policies. Exceptions are noted as follows and are shown in the reconciliations below. Prior years' data have been reclassified to reflect the 2008 organizational structure. Segment sales include transfers to another business segment. Products are transferred between segments on a basis intended to reflect, as nearly as practicable, the market value of the products. Segment pre-tax operating income/(loss) (PTOI) is defined as operating income before income taxes, minority interests, exchange gains/(losses), corporate expenses, interest and the cumulative effect of changes in accounting principles. Segment net assets includes net working capital, net permanent investment and other noncurrent operating assets and liabilities of the segment. Affiliate net assets (pro rata share) excludes borrowing and other long-term liabilities. Depreciation and amortization includes depreciation on research and development facilities and amortization of other intangible assets, excluding write-down of assets which is discussed in Note5. Expenditures for long-lived assets exclude investments in affiliates and include payments for property, plant and equipment as part of business acquisitions.
Agriculture Nutrition
Coatings Color Technologies
Electronic Communication Technologies
Performance Materials
Safety Protection
Pharma-ceuticals
Other
Total
2008
Segment sales
$7,952
$ 6,606
$ 3,988
$ 6,425
$ 5,729
$ -
$160
$30,860
Less transfers
-
(55)
(121)
(39)
(98)
-
(18)
(331)
Net sales
7,952
6,551
3,867
6,386
5,631
-
142
30,529
Pretax operating income
(loss)
1,087
326
436
128
829
1,025
(181)
3,650
Depreciation and
amortization
460
217
175
219
196
-
4 |
Quarterly Financial Data (Unaudited) |
26. Quarterly Financial Data (Unaudited)
For the quarter ended
March 31,
June 30,
September 30,
December 31,
2008
Net sales
$ 8,575
$ 8,837
$ 7,297
$ 5,820
Cost of goods sold and other expenses1
7,220
7,773
7,149
6,927
Income (loss) before income taxes and minority
interests
1,470
1,412
470
3
(961)
4
Net income (loss)
1,191
1,078
367
(629)
Basic earnings (loss) per share of common stock2
1.32
1.19
0.40
(0.70)
Diluted earnings (loss) per share of common stock2
1.31
1.18
0.40
(0.70)
2007
Net sales
$ 7,845
$ 7,875
$ 6,675
$ 6,983
Cost of goods sold and other expenses1
6,750
6,823
6,297
6,610
Income before income taxes and minority interests
1,312
5
1,308
630
6
493
7
Net income
945
972
526
545
8
Basic earnings per share of common stock2
1.02
1.05
0.57
0.60
Diluted earnings per share of common stock2
1.01
1.04
0.56
0.60
1 Excludes interest expense and nonoperating items.
2 Earnings per share for the year may not equal the sum of quarterly earnings per share due to changes in average share calculations.
3 Includes a $227 charge for damaged facilities, inventory write-offs, clean-up costs, and other costs related to the Hurricanes Ike and Gustav.
4 Includes a $535 charge for employee separation payments and asset-related charges associated with the 2008 global restructuring program.
5 Includes a net $52 charge for existing litigation in the Performance Materials segment in connection with the elastomers antitrust matter. See Note 19 for more details.
6 Includes a $40 charge for existing litigation in Other relating to a former business. See Note 19 under the heading Spelter, West Virginia, for more details.
7 Includes an impairment charge of $165 to write down the company's investment in a polyester films joint venture in the Performance Materials segment. This charge was partially offset by a net $32 benefit resulting from the reversal of certain litigation accruals in the Performance Materials segment established in prior periods for the elastomers antitrust matter (see Note 19 for more details) and a $6 benefit for the reversal of accrued interest associated with the favorable settlement of certain prior year tax contingencies.
8 Includes a benefit of $108 for the reversal of income tax accruals associated with the favorable settlement of certain prior year tax contingencies.
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