SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported) January 25, 1995 E. I. du Pont de Nemours and Company (Exact Name of Registrant as Specified in Its Charter) Delaware 1-815 51-0014090 (State or Other Jurisdiction (Commission (I.R.S Employer of Incorporation) File Number) Identification No.) 1007 Market Street Wilmington, Delaware 19898 (Address of principal executive offices) Registrant's telephone number, including area code: (302) 774-1000 1 Item 7. Financial Statements and Exhibits In connection with Debt Securities that may be offered on a delayed or continuous basis under Registration Statements on Form S-3 (No. 33-48128 and No. 33-53327), we hereby file the following press release. Exhibit Number Description of Exhibit ------- ------------------------------------------------- 99 Copy of the Registrant's Earnings Press Release, dated January 25, 1995 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. E. I. DU PONT DE NEMOURS AND COMPANY (Registrant) /s/ D. B. Smith ------------------------------------ D. B. Smith Assistant Controller January 25, 1995 3 EXHIBIT INDEX Exhibit Number Description - ------- ------------------------------------------------------- 99 Copy of the Registrant's Earnings Press Release, dated January 25, 1995. 4 EXHIBIT 99 Contact: Mike Ricciuto (302) 774-2883 WILMINGTON, Del., January 25 -- DuPont fourth quarter and full-year 1994 earnings were at record levels, up substan- tially from 1993. The Company reported net income for the fourth quarter of 1994 of $646 million, or $.95 per share, bringing full-year net income to $2.7 billion, or $4.00 per share. This compares to 1993 fourth quarter and full-year earnings per share of $.33 and $.81, respectively. Excluding nonrecurring items from both years, 1994 fourth quarter net income was $644 million, or $.95 per share, as compared to $329 million, or $.48 per share in 1993, up 96 percent. On the same basis, full-year 1994 earnings per share were $4.07, up 65 percent from $2.46 per share earned in 1993. "1994 was a terrific year for DuPont," said Chairman Edgar S. Woolard. "Our record performance is directly tied to the determination of our people to transform the company and build healthy businesses by focusing on customers and con- trolling costs. During 1994 we were able to increase sales volume in chemical and specialties by 9 percent, and generate net cash flow of $1.6 billion." 5 Total company sales for the year were $39.3 billion, versus $37.1 billion last year, up 6 percent. Sales for chemical and specialties segments were $22.5 billion. After adjusting both years for acquisitions and divestitures, sales were up 8 percent, with 9 percent higher volume. Regionally, Europe showed the greatest improvement in sales, with volume up 14 percent. Although selling prices trended upward throughout 1994, the full-year average price level was one percent below the 1993 average. Petroleum segment sales were $16.8 billion, 7 percent over last year. Fourth quarter 1994 reflects several nonrecurring items including an additional accrual for product liability claims and legal expenses related to the recall of "Benlate" DF 50 fungicide, changes in estimates for certain restructuring costs taken in 1993, and tax benefits. In the aggregate, however, these items had no effect on earnings per share. Last year's fourth quarter included a net nonrecurring charge of $103 million, or $.15 per share, principally reflecting additional product liability accruals, partly offset by a gain on the sale of the sporting goods business. The following compares segment results for the full year 1994 with prior year, excluding the impact of nonrecurring items described in the accompanying footnotes: Chemicals segment earnings were $391 million, up 39 percent from $282 earned last year, principally reflecting improvement in specialty chemicals and fluorochemicals. Segment 6 sales of $3.8 billion were 9 percent higher, after adjusting both years for changes in business composition. Sales volume was up 10 percent, with most of the gains attributable to markets outside of the United States. While selling prices were trending upward during the year, average prices for the year were 1 percent below last year. Fibers segment earnings of $676 million were 59 percent above the $425 million earned in 1993. This is attributable to improved results for nylon, aramids, and non- wovens. Sales of $6.8 billion were up 9 percent. Excluding the acquisition of ICI's nylon business, sales were up 5 percent, reflecting 6 percent higher volume, principally outside the United States, partly offset by 1 percent lower average selling prices. Earnings for the Polymers segment were $706 million, more than double the $340 million earned last year, reflecting improvement across most businesses. Significant improvements were recorded in engineering polymers, packaging and industrial polymers, elastomers, fluoroproducts, and automotive products. Segment sales of $6.3 billion were 12 percent over 1993 after adjusting for divested businesses. This results from 13 percent higher sales volume, with increases in all regions, and 1 percent lower selling prices. Diversified Businesses segment showed the greatest improvement, with earnings at $676 million versus the $238 million earned last year. This reflects higher sales and 7 lower costs in crop protection chemicals, better pharmaceutical results, and significantly higher coal earnings compared to last year's results, which were adversely affected by strikes. Segment sales of $5.7 billion were 5 percent over 1993 after adjusting for the absence of the sporting goods business, which was sold last year. Sales volume was up 7 percent, while average prices were down about 2 percent. Petroleum earnings were $706 million, down 5 percent from last year on weaker fourth quarter Downstream results. Upstream earned $471 million, up 7 percent, reflecting lower costs, higher international crude volumes and gas prices, and net benefits associated with portfolio restructuring programs. Lower crude oil and U.S. gas prices partly offset the improve- ment. Downstream earned $235 million, down 22 percent from last year, on lower refined product margins and significant equipment downtime at several refineries in the fourth quarter. "During 1994, our cost control efforts began to pay off at the same time economic and market conditions improved," said Woolard. "Looking ahead in 1995, we expect that economic growth in the U.S. will slow only slightly, and will remain strong in other regions. Our businesses are well positioned to continue their global expansion and benefit from the momentum and excellent results achieved in 1994." 1/25/95 8 E. I. DU PONT DE NEMOURS AND COMPANY AND CONSOLIDATED SUBSIDIARIES Three Months Ended Year Ended CONSOLIDATED INCOME STATEMENT<Fa> December 31 December 31 - ---------------------------------------------------------------------------------------------------- (Dollars in millions, except per share) 1994 1993 1994 1993 - ---------------------------------------------------------------------------------------------------- SALES ............................................ $10,137 $ 9,251 $39,333 $37,098 Other Income ..................................... 292 235 947 743 ------- ------- ------- ------- Total ........................................ 10,429 9,486 40,280 37,841 ------- ------ ------- ------- Cost of Goods Sold and Other Expenses<Fb> ........ 7,734 7,356<Fc> 29,316 28,179<Fc> Selling, General and Administrative Expenses ..... 807 750 2,888 3,081 Depreciation, Depletion and Amortization ......... 730 757 2,900 2,833 Exploration Expenses, Including Dry Hole Costs and Impairment of Unproved Properties .......... 151 120 355 361 Interest and Debt Expense ........................ 146 142 581 594 Restructuring<Fd> ................................ (88) - (142) 1,621 Write-Down of Intangible Assets<Fe> .............. - - - 214 ------- ------- ------- ------- Total ........................................ 9,480 9,125 35,898 36,883 ------- ------- ------- ------- EARNINGS BEFORE INCOME TAXES ..................... 949 361 4,382 958 Provision for Income Taxes ....................... 303<Ff> 124 1,655<Fg> 392<Fh> ------- ------- ------- ------- INCOME BEFORE EXTRAORDINARY ITEM ................. 646 237 2,727 566 Extraordinary Charge from Early Extinguishment of Debt ........................................ - (11) - (11) ------- ------- ------- ------- NET INCOME ....................................... $ 646 $ 226 $ 2,727 $ 555 ======= ======= ======= ======= EARNINGS PER SHARE OF COMMON STOCK<Fi> Income Before Extraordinary Item ............... $ .95 $ .35 $ 4.00 $ .83 Extraordinary Charge from Early Extinguishment of Debt ...................................... - (.02) - (.02) ------- ------- ------- ------- NET INCOME ..................................... $ .95 $ .33 $ 4.00 $ .81 ======= ======= ======= ======= DIVIDENDS PER SHARE OF COMMON STOCK .............. $ .47 $ .44 $ 1.82 $ 1.76 ======= ======= ======= ======= 9 [FN] <Fa>Certain reclassifications of 1993 data have been made to conform to 1994 classifications. <Fb>Includes charges of $100 for quarter and $175 for year 1994 and $200 for quarter and year 1993 associated with the "Benlate" DF 50 fungicide recall. <Fc>Costs are down approximately $80 due to an inventory decrease under last-in, first-out inventory method. <Fd>1993 includes charges for asset write-downs, employee separation costs, facility shutdowns, and other restructuring costs. 1994 reflects adjustments in estimates for such items. <Fe>Reflects write-down of intangible assets associated with the printing and publishing business. <Ff>Includes a benefit of $30 from adjustment of prior-year tax provisions. <Fg>Includes a benefit of $127 principally related to a favorable change in tax status resulting from a transfer of properties among certain North Sea affiliates. <Fh>Includes a benefit of $265 resulting from tax law changes, primarily in the United Kingdom. <Fi>Earnings per share are calculated on the basis of the following average number of common shares outstanding: Year Ended December 31: 1994 -- 679,999,916 1993 -- 676,622,115 10 E. I. DU PONT DE NEMOURS AND COMPANY AND CONSOLIDATED SUBSIDIARIES Three Months Ended Year Ended CONSOLIDATED INDUSTRY SEGMENT INFORMATION December 31 December 31 - ---------------------------------------------------------------------------------------------------------------- (Dollars in millions) 1994 1993 1994 1993 - ---------------------------------------------------------------------------------------------------------------- SALES - ----- Chemicals ........................................ $ 970 $ 881 $ 3,760 $ 3,546 Fibers ........................................... 1,723 1,623 6,767 6,188 Polymers ......................................... 1,639 1,458 6,318 5,869 Petroleum ........................................ 4,470 4,059 16,815 15,771 Diversified Businesses ........................... 1,335 1,230 5,673 5,724 ------- ------ ------- ------- Total ........................................ $10,137 $9,251 $39,333 $37,098 ======= ====== ======= ======= AFTER-TAX OPERATING INCOME (LOSS)<Fa><Fb><Fc><Fd> - --------------------------------- Chemicals ........................................ $ 125 $ 66<Fe> $ 386 $ 166<Fe> Fibers ........................................... 216 104 701 169 Polymers ......................................... 194 60<Fe> 717 177<Fe> Petroleum ........................................ 118 163 680 812<Ff> Diversified Businesses ........................... 98 (53)<Fe> 623 (407)<Fe><Fg> ------- ------ ------- ------- Total ........................................ 751 340 3,107 917 Interest and Other Corporate Expenses Net of Tax ............................ (105) (103) (380) (351) ------- ------ ------- ------- NET INCOME ....................................... $ 646 $ 237<Fh> $ 2,727 $ 566<Fh> - ---------- ======= ====== ======= ======= <FN> <Fa>1994 includes the following fourth-quarter (charges)/benefits: Chemicals $ 22 (1) Fibers 25 (1) Polymers (5) (1) Diversified Businesses (40) (1)(2) ---- $ 2 ==== (1) Reflects adjustments in estimates associated with the third quarter 1993 restructuring charge. (2) Includes charges of $63 for the "Benlate" DF 50 fungicide recall ($110 for the year including second-quarter charge of $47) and $27 for the write-down of assets and discontinuation of certain products, and a benefit of $30 from adjustment of prior-year tax provisions. 11 [FN] <Fb>The year ended December 31, 1994 includes the following third-quarter (charges)/benefits: Chemicals $(27) (1) Polymers 16 (2) Petroleum (26) (2) Diversified Businesses 34 (2) ---- $ (3) ==== (1) Associated with discontinuation of certain products and asset sales and write-downs. (2) Reflects adjustments in estimates associated with the third quarter 1993 restructuring charge. In addition, the Petroleum segment also includes additional charges for employee separation costs, a loss of $95 from write-down of certain North Sea oil properties held for sale and a benefit of $127 principally related to a favorable change in tax status resulting from a transfer of properties among certain North Sea affiliates. <Fc>The year ended December 31, 1993 includes the following third-quarter charges for asset write-downs, employee separation costs, facility shutdowns, and other restructuring costs: Chemicals $ 112 (1) Fibers 266 (2) Polymers 148 (3) Petroleum 172 (4) Diversified Businesses 413 (5) ------ $1,111 ====== (1) Includes $59 for asset write-downs and facility shutdowns for the fluorochemicals and specialty chemicals businesses. (2) Includes $46 for facility shutdowns and asset write-downs, primarily for the nylon business. (3) Includes $64 for shutdown of a portion of a polymers plant in LaPorte, Texas. (4) Includes $147 for asset write-downs of certain North American petroleum-producing properties. (5) Includes $264 for asset write-downs, primarily facilities for the printing and publishing business. <Fd>The year ended December 31, 1993 includes a third-quarter benefit of $265 resulting from tax law changes. The Petroleum segment reflects $230, primarily due to a reduction in deferred U.K. petroleum revenue taxes, and $35 is reflected in the remaining segments. <Fe>Includes a net charge of $92 related to certain product liability claims and litigation costs ($144, of which $126 is associated with the "Benlate" DF fungicide recall) and a loss on the sale of a polyethylene business ($17) partly offset by benefit from sale of Remington Arms Company ($69). The foregoing amounts are reflected in the Chemicals ($10), Polymers ($25) and Diversified Businesses ($57) segments. <Ff>Includes a $21 loss from sale of petroleum-producing properties, and a $32 gain from exchange of North Sea properties. <Fg>Reflects a charge of $184 for the write-down of intangible assets associated with the printing and publishing business. <Fh>Before extraordinary item. 12 E. I. DU PONT DE NEMOURS AND COMPANY AND CONSOLIDATED SUBSIDIARIES After-Tax Operating Income --------------------------------------------------------- CONSOLIDATED INDUSTRY SEGMENT INFORMATION Three Months Ended Year Ended EXCLUDING IMPACT OF NONRECURRING ITEMS December 31 December 31 - ---------------------------------------------------------------------------------------------------------------- (Dollars in millions) 1994 1993 1994 1993 - ---------------------------------------------------------------------------------------------------------------- Chemicals ........................................ $ 103 $ 76 $ 391 $ 282 Fibers ........................................... 191 104 676 425 Polymers ......................................... 199 85 706 340 Petroleum ........................................ 118 163 706 743 Diversified Businesses ........................... 138 4 676 238 ------ ----- ------ ------ Total ........................................ 749 432 3,155 2,028 Less: Interest and Other Corporate Expenses Net of Tax ..................................... $ (105) $(103) $ (380) $ (351) ------ ----- ------ ------ $ 644 $ 329 $2,775 $1,677 ====== ===== ====== ====== 13