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) October 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 and/or Equity Securities that may be offered on a delayed or continuous basis under Registration Statements on Form S-3 (No. 33-48128, No. 33-53327 and No. 33-61339), we hereby file the following press release. Exhibit Number Description of Exhibit ------- ------------------------------------------------- 99 Copy of the Registrant's Earnings Press Release, dated October 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 October 25, 1995 3 EXHIBIT INDEX Exhibit Number Description - ------- ------------------------------------------------------- 99 Copy of the Registrant's Earnings Press Release, dated October 25, 1995. 4 EXHIBIT 99 Contact: Susan Gaffney (302) 774-2698 WILMINGTON, Del., October 25 -- DuPont reported record earnings for a third quarter of $1.38 per share, exceeding by 45 percent the $.95 earned in the third quarter of 1994. Net income totaled $769 million compared to $647 million earned in 1994. "The business climate in the third quarter was diffi- cult, as growth in key global economies slowed," said President John A. Krol. "This slowdown translated into flat to marginally positive volume gains in our chemicals and specialties busi- nesses, and continued downward pressure on prices and margins in our energy businesses. In spite of these conditions, emphasis on cost control allowed us to generate solid earnings gains and to continue our ongoing progress in achieving sustained profit- able growth worldwide." Average shares outstanding for the quarter were 18 percent less than last year's levels due to the redemption of DuPont common stock from Seagram earlier this year. Excluding the related accretion effect, net income increased 28 percent. The current quarter's results also reflect insurance recoveries 5 related to environmental remediation that resulted in a benefit of $.12 per share, and a more favorable allocation of DuPont Merck joint venture operating income to DuPont. Sales for the third quarter were $10.2 billion, up 4 percent from the prior year. Chemicals and specialties segments sales were up 6 percent, due principally to higher selling prices. Worldwide sales volume was marginally higher, as increases outside the United States were essentially offset by lower U.S. volumes. Petroleum segment sales were up 1 percent. The following information compares third quarter 1995 results with third quarter 1994 for each industry segment, excluding the impact of nonrecurring items described in the accompanying segment footnotes. Chemicals and specialties segments reflect an allocation, approximately in proportion to each segment's sales, of the environmental remediation insurance recoveries discussed above. Chemicals segment earnings were $159 million, up $55 million, or 53 percent, reflecting better results for white pigments and specialty chemicals. Segment sales increased 7 percent reflecting 10 percent higher selling prices, partly offset by 3 percent lower sales volume. Fibers segment earnings of $194 million were up $30 million, or 18 percent, principally due to a significant 6 earnings improvement in aramids. Segment sales increased 3 percent, as 4 percent higher selling prices were partly offset by 1 percent lower volume. Polymers segment earnings were $198 million, up $21 million, or 12 percent, reflecting improved results in fluoropolymers and packaging & industrial polymers. Segment sales grew 8 percent, reflecting 6 percent higher selling prices, and 2 percent higher volume. Petroleum segment earnings were $182 million, up $10 million, or 6 percent from last year. Upstream's results were $90 million, up 8 percent largely due to lower operating and exploration costs offsetting the impact of lower gas prices. Downstream earnings, also benefitting from improved costs, were $92 million, 3 percent higher. Diversified Businesses segment earnings totaled $192 million, up $57 million or 42 percent, principally reflect- ing higher earnings from the DuPont Merck pharmaceutical joint venture. This resulted, in part, from a more favorable alloca- tion of the joint venture's operating income to DuPont to recognize the performance of assets initially contributed to the venture by DuPont. These improved results were partly offset by higher costs incurred by DuPont for the new hypertension drug, "Cozaar." Segment sales were up 6 percent due to 3 percent higher sales volume, and 3 percent higher prices. 7 For the first nine months of 1995, earnings per share totaled $4.47 and exceeded 1994 previous record first nine months earnings per share by 47 percent. Net income for the first nine months of 1995 was $2.7 billion compared to $2.1 billion in the same period last year. Year-to-date sales totaled $31.8 billion versus $29.2 billion last year, up 9 percent. "Outstanding year-to-date financial results attest to our commitment to grow profitably through a combination of innovation and productivity," Krol said. "It's clear that our global presence and market diversity are contributing to DuPont's success as a preferred partner throughout the value chain." 10/25/95 8 E. I. DU PONT DE NEMOURS AND COMPANY AND CONSOLIDATED SUBSIDIARIES Three Months Ended Nine Months Ended CONSOLIDATED INCOME STATEMENT September 30 September 30 - ----------------------------------------------------------------------------------------------------- (Dollars in millions, except per share) 1995 1994 1995 1994 - ---------------------------------------------------------------------------------------------------- SALES ............................................. $10,200 $ 9,845 $31,778 $29,196 Other Income ...................................... 220 184 805 667 ------- ------- ------- ------- Total ......................................... 10,420 10,029 32,583 29,863 ------- ------- ------- ------- Cost of Goods Sold and Other Expenses ............. 7,502 7,373 23,136 21,540 Selling, General and Administrative Expenses ...... 723 708 2,245 2,081 Depreciation, Depletion and Amortization .......... 647 797<Fa> 1,937 2,170<Fa> Exploration Expenses, Including Dry Hole Costs and Impairment of Unproved Properties ........... 79 92 221 204 Interest and Debt Expense ......................... 205 145 561 435 ------- ------- ------- ------- Total ......................................... 9,156 9,115 28,100 26,430 ------- ------- ------- ------- EARNINGS BEFORE INCOME TAXES ...................... 1,264 914 4,483 3,433 Provision for Income Taxes ........................ 495 267<Fb> 1,817 1,352<Fb> ------- ------- ------- ------- NET INCOME ........................................ $ 769 $ 647 $ 2,666 $ 2,081 ======= ======= ======= ======= EARNINGS PER SHARE OF COMMON STOCK<Fc> ............ $ 1.38 $ .95 $ 4.47 $ 3.05 ======= ======= ======= ======= DIVIDENDS PER SHARE OF COMMON STOCK ............... $ .52 $ .47 $ 1.51 $ 1.35 ======= ======= ======= ======= <FN> <Fa>Includes $115 related to write-down of certain North Sea oil properties held for sale. <Fb>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. <Fc>Earnings per share are calculated on the basis of the following number of common shares outstanding: Three Months Ended Nine Months Ended September 30 September 30 ------------------ ----------------- 1995 554,978,850 595,129,571 1994 680,634,456 679,686,654 Earnings per share for the nine months ended September 30, 1995 of $4.47, do not equal the sum of the first quarter's earnings per share ($1.40), the second quarter's earnings per share ($1.70), and the third quarter's earnings per share ($1.38) due to the significant changes in average common shares outstanding beginning with the second quarter. During the second quarter, the Company redeemed 156 million shares of its common stock from Seagram and subsequently sold, through public and private offerings, 27,339,375 shares of newly-issued common stock. 9 E. I. DU PONT DE NEMOURS AND COMPANY AND CONSOLIDATED SUBSIDIARIES Three Months Ended Nine Months Ended CONSOLIDATED INDUSTRY SEGMENT INFORMATION September 30 September 30 - ----------------------------------------------------------------------------------------------------- (Dollars in millions, except per share) 1995 1994 1995 1994 - ---------------------------------------------------------------------------------------------------- SALES - ----- Chemicals ........................................... $ 1,052 $ 983 $ 3,175 $ 2,790 Fibers .............................................. 1,728 1,677 5,414 5,044 Polymers ............................................ 1,700 1,577 5,321 4,679 Petroleum ........................................... 4,383 4,344 13,192 12,345 Diversified Businesses .............................. 1,337 1,264 4,676 4,338 ------- ------- ------- ------- Total ........................................... $10,200 $ 9,845 $31,778 $29,196 ======= ======= ======= ======= AFTER-TAX OPERATING INCOME<Fa><Fb> - -------------------------- Chemicals ........................................... $ 162 $ 77 $ 508<Fc>$ 261 Fibers .............................................. 198 164 638<Fc> 485 Polymers ............................................ 201 193 666 523 Petroleum ........................................... 182 146 566 562 Diversified Businesses .............................. 180 169 674<Fd> 525<Fd> ------- ------- ------- ------- Total ........................................... 923 749 3,052 2,356 Interest and Other Corporate Expenses Net of Tax ............................... (154) (102) (386) (275) ------- ------- ------- ------- NET INCOME .......................................... $ 769 $ 647 $ 2,666 $ 2,081 - ---------- ======= ======= ======= ======= <FN> <Fa>Third quarter 1995 includes a charge of $24 for printing and publishing operations, principally for employee separation costs in Europe, a litigation provision of $13 related to a previously sold business, and adjustments in estimates associated with the third quarter 1993 restructuring charge, which result in the following net (charges)/ benefits: Chemicals $ 3 Fibers 4 Polymers 3 Diversified Businesses (12) ---- $ (2) ---- 10 [FN] <Fb>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 Chemicals and Fibers segments reflect an additional benefit of $7 and $27, respectively, principally an adjustment of estimates associated with the third quarter 1993 restructuring charge. <Fd>Also includes charges of $63 and $47 associated with "Benlate" DF 50 fungicide recall from the quarters ended June 30, 1995 and 1994, respectively. 11 E. I. DU PONT DE NEMOURS AND COMPANY AND CONSOLIDATED SUBSIDIARIES After-Tax Operating Income ------------------------------------------- CONSOLIDATED INDUSTRY SEGMENT INFORMATION Three Months Ended Nine Months Ended EXCLUDING IMPACT OF NONRECURRING ITEMS September 30 September 30 - ----------------------------------------------------------------------------------------------------- (Dollars in millions) 1995 1994 1995 1994 - ---------------------------------------------------------------------------------------------------- Chemicals ........................................... $ 159 $ 104 $ 498 $ 288 Fibers .............................................. 194 164 607 485 Polymers ............................................ 198 177 663 507 Petroleum ........................................... 182 172 566 588 Diversified Businesses .............................. 192 135 749 538 ------ ------ ------ ------ Total ........................................... $ 925 $ 752 $3,083 $2,406 ====== ====== ====== ====== Less: Interest and Other Corporate Expenses Net of Tax ........................................ (154) (102) (386) (275) ------ ------ ------ ------ Total ........................................... $ 771 $ 650 $2,697 $2,131 ====== ====== ====== ====== 12