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 quarterly period ended February 28, 1994 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number : 0-7908 PIONEER HI-BRED INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Iowa 42-0470520 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 700 Capital Square, 400 Locust, Des Moines, Iowa 50309 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (515) 245-3500 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 the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding at April 8, 1994 Common Stock ($1.00 par value) 88,836,869 -1- PIONEER HI-BRED INTERNATIONAL, INC. INDEX PART I. FINANCIAL INFORMATION PAGE NO. ITEM 1 FINANCIAL STATEMENTS CONSOLIDATED CONDENSED BALANCE SHEETS- FEBRUARY 28, 1994, AUGUST 31, 1993, AND FEBRUARY 28, 1993 3-4 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS- 5 THREE MONTHS AND SIX MONTHS ENDED FEBRUARY 28, 1994 AND FEBRUARY 28, 1993 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS- 6 SIX MONTHS ENDED FEBRUARY 28, 1994 AND FEBRUARY 28, 1993 NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS 7-8 ITEM 2 MANAGEMENT'S DISCUSSION AND 9-19 ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS PART II. OTHER INFORMATION ITEM 6(a) EXHIBITS 20 ITEM 6(b) REPORTS ON FORM 8-K 21 -2- PIONEER HI-BRED INTERNATIONAL, INC. CONSOLIDATED CONDENSED BALANCE SHEETS (Unaudited, in thousands) February 28, August 31, February 28, ASSETS 1994 1993 1993 CURRENT ASSETS Cash and cash equivalents $ 376,885 $ 91,976 $ 262,895 Accounts and notes receivable, net 188,482 196,063 110,715 Inventories: Finished seed 500,438 229,550 464,637 Unfinished seed 61,818 149,299 167,551 Other 4,651 3,935 7,227 Prepaid expenses 12,469 3,979 14,332 Income taxes - - - - 16,107 Deferred income taxes 76,736 42,180 64,123 Total current assets $1,221,479 $ 716,982 $1,107,587 LONG-TERM ASSETS 37,891 39,195 31,121 PROPERTY AND EQUIPMENT, net of accumulated depreciation and allowances February 28, 1994 $369,856 August 31, 1993 $356,479 February 28, 1993 $349,352 444,463 437,660 463,596 INTANGIBLES 24,356 27,527 25,374 $1,728,189 $1,221,364 $1,627,678 See Notes to Consolidated Condensed Financial Statements. -3- PIONEER HI-BRED INTERNATIONAL, INC. CONSOLIDATED CONDENSED BALANCE SHEETS (Unaudited, in thousands) February 28, August 31, February 28, 1994 1993 1993 LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Short-term borrowings $ 47,738 $ 64,029 $ 60,356 Current maturities of long-term debt 1,070 2,250 2,318 Accounts payable, trade 95,050 79,386 197,966 Customer deposits 587,107 - - 473,902 Accrued compensation 29,522 42,080 26,928 Income taxes payable 18,921 17,522 - - Other 52,506 55,846 31,701 Total current liabilities $ 831,914 $ 261,113 $ 793,171 LONG-TERM DEBT $ 65,530 $ 68,127 $ 76,343 DEFERRED ITEMS, primarily income taxes and retirement benefits $ 60,085 $ 60,587 $ 62,613 MINORITY INTEREST IN SUBSIDIARIES $ 6,315 $ 6,098 $ 9,342 SHAREHOLDERS' EQUITY Preferred stock, no par value $ - - $ - - $ - - Common stock, $1 par value 92,694 92,694 92,694 Additional paid-in capital 14,318 12,962 12,961 Retained earnings 782,009 835,466 667,006 Cumulative translation adjustment (11,333) (6,982) (1,912) $ 877,688 $ 934,140 $ 770,749 Less: Cost of common shares acquired for the treasury (98,765) (97,078) (70,952) Unearned compensation (14,578) (11,623) (13,588) $ 764,345 $ 825,439 $ 686,209 $1,728,189 $1,221,364 $1,627,678 See Notes to Consolidated Condensed Financial Statements. -4- PIONEER HI-BRED INTERNATIONAL, INC. CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (Unaudited, in thousands) Three Months Ended Six Months Ended February 28, February 28, 1994 1993 1994 1993 Net sales $250,038 $156,650 $316,706 $225,007 Operating costs and expenses: Cost of goods sold $110,687 $ 79,412 $149,421 $114,843 Research and development 26,123 24,124 50,758 46,768 Selling 55,617 47,032 99,278 89,905 General and administrative 26,720 26,218 56,534 51,451 Restructuring of operations - - 7,200 - - 7,200 $219,147 $183,986 $355,991 $310,167 Operating income (loss) $ 30,891 $(27,336) $(39,285) $(85,160) Investment income 3,734 4,944 7,313 8,419 Interest expense (6,077) (5,231) (9,293) (9,417) Net exchange gain (loss) 50 10 (2,290) (4,226) Income (loss) before items below $ 28,598 $(27,613) $(43,555) $(90,384) Provision for income taxes (11,611) 10,849 16,551 34,346 Minority interest and other (834) 1,560 (693) 2,027 Income (loss) before cumulative effect of accounting change $ 16,153 $(15,204) $(27,697) $(54,011) Cumulative effect of accounting change, net of income taxes of $10,849 - - - - - - (16,969) Net income (loss) $ 16,153 $(15,204) $(27,697) $(70,980) Income (loss) per common share:* Income (loss) before cumulative effect of accounting change $ .18 $ (.17) $ (.31) $ (.60) Cumulative effect of accounting change - - - - - - (.19) Net income (loss) $ .18 $ (.17) $ (.31) $ (.79) Dividends per common share* $ .14 $ .12 $ .28 $ .24 Weighted average number of common shares outstanding 89,370 90,349 89,386 90,311 * Not in thousands See Notes to Consolidated Condensed Financial Statements. -5- PIONEER HI-BRED INTERNATIONAL, INC. CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Unaudited, in thousands) Six Months Ended February 28, 1994 1993 CASH FLOWS FROM OPERATING ACTIVITIES: Net (loss) $(27,697) $(70,980) Noncash items included in net (loss): Depreciation and amortization 33,133 29,120 Cumulative effect of accounting change - - 16,969 Other (37,552) (20,704) Net change in assets and liabilities 383,340 293,561 Net cash provided by operating activities $351,224 $247,966 CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from sale of investment $ - - $ 15,400 Payments received on notes receivable 7,034 10,372 Disbursements for notes receivable (3,164) (3,053) Capital expenditures (33,176) (58,087) Other (743) 4,800 Net cash used in investing activities $(30,049) $(30,568) CASH FLOWS FROM FINANCING ACTIVITIES: Net payments on short-term borrowings $ (7,773) $(26,451) Proceeds from long-term borrowings 295 11,047 Principal payments on long-term borrowings (1,717) (7,874) Purchase of common stock (5,183) - - Dividends paid (25,024) (21,664) Net cash used in financing activities $(39,402) $(44,942) Effect of exchange rate changes on cash and cash equivalents $ (1,302) $ (7,152) Effect of change in year-end of the Company's international subsidiaries on cash and cash equivalents $ 4,438 $ - - Net increase in cash and cash equivalents $284,909 $165,304 Cash and cash equivalents, beginning 91,976 97,591 CASH AND CASH EQUIVALENTS, ENDING $376,885 $262,895 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash payments for: Interest $ 11,135 $ 11,981 Income taxes $ 31,255 $ 46,093 See Notes to Consolidated Condensed Financial Statements. -6- PIONEER HI-BRED INTERNATIONAL, INC. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS 1. In the opinion of the Company, the accompanying unaudited consolidated condensed financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to fairly present the financial position as of February 28, 1994 and 1993, and the results of operations and cash flows for the six months ended February 28, 1994 and 1993. Because of the seasonal nature of the Company's business, the results of operations for the six months ended February 28, 1994, are not indicative of the results to be expected for the full year. 2. The Company is involved in litigation and disputes which are normal to its business. In March, 1994, the Company was granted a summary judgment dismissal of antitrust counterclaims made by Bob Groulx, a Michigan dealer in field seeds, after the Company instituted suits against him for trademark infringement, unfair competition and other claims. Management does not believe that the disposition of pending litigation will have a material adverse impact on the consolidated financial position and result of operations of the Company. The Company has guaranteed the repayment of principal and interest on certain obligations of Village Court Associates, an affiliated real estate venture. At February 28, 1994, such guarantees totaled approximately $23 million. -7- On February 5, 1981, the Company initiated litigation in the Federal District Court for the Southern District of Iowa against Holden Foundation Seeds, Inc. alleging that the named defendants had improperly obtained and used one of the Company's proprietary lines of corn breeding material. On October 30, 1987, a judgment was entered against Holden Foundation Seeds, Inc. on the issue of liability. On December 30, 1991, the court entered a judgment against Holden in the sum of $46.7 million plus interest from December 30, 1991. On September 23, 1992, the court issued its final order in the case. Both parties have appealed. The Company has not recognized any benefit in the financial statements related to this judgment. 3. During the first quarter of fiscal 1994, the Company changed the reporting year-end of its international subsidiaries from June to August to have the subsidiaries' accounting period match the Company's. The effect of this change, a net loss of $.7 million, was recorded as a reduction in retained earnings. -8- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion should be read in conjunction with the attached unaudited condensed consolidated financial statements and notes, and with the Company's audited financial statements and notes for the fiscal year ended August 31, 1993. MATERIAL CHANGES IN FINANCIAL CONDITION: Due to the seasonal nature of the agricultural seed business, the Company generates most of its cash from operations during the second and third quarters of the fiscal year. Cash generated during this time is used to meet the cash needs of the period and to pay the commercial paper and accounts payable which are the Company's primary sources of financing during the first and fourth quarters of the fiscal year. Any excess funds are invested, primarily in short-term commercial paper. Most of the Company's financing is done through the issuance of commercial paper in the U.S., backed by revolving and seasonal lines of credit. In addition, foreign lines of credit and direct borrowing agreements are relied upon to support overseas financing needs. Short-term debt at February 28, 1994, consisted of $47.7 million in direct short-term borrowings from foreign banks. -9- The Company has the following domestic lines of credit available for fiscal 1994: (in thousands) Revolving Seasonal Total First quarter $100,000 $75,000 $175,000 Second quarter $100,000 $99,000 $199,000 Third quarter $ 50,000 none $ 50,000 Fourth quarter $ 50,000 none $ 50,000 The Company also has available a $100 million private medium- term note program of which $50 million was outstanding as of February 28, 1994. The medium-term note matures in February, 1996. Cash and cash equivalents and customer deposits at February 28, 1994, are higher than last year primarily due to timing of collections and increased sales. A change in the discount offered during "Pioneer Days", the Company's sales promotion and discount period, made it more advantageous for customers to pay for seed during the early pay discount period before Pioneer Days. At February 28, 1994, accounts and notes receivable increased from the same time a year ago primarily due to increased sales outside North America. February 28, 1994, seed inventories are down from the previous year due to lower production levels associated with the below-average yields harvested last fall and earlier seed sales. -10- Lower grower liabilities associated with decreased production levels and below-average yields resulted in lower levels of accounts payable at February 28, 1994, compared to February 28, 1993. For the six months ended February 28, 1994, treasury stock increased principally due to the additional purchase of 140,000 shares of the Company's stock totaling $5.2 million. To date, of the 5.3 million shares authorized for purchase by the Board of Directors, 3.7 million have been repurchased. The Company also transferred 99,500 shares totaling $3.5 million to the Company's restricted stock plan since August 31, 1993. MATERIAL CHANGES IN RESULTS OF OPERATIONS: Net loss for the six months ended February 28, 1994, was $27.7 million, or $.31 per share, compared to a net loss of $71 million, or $.79 per share, for the same period a year ago. Net loss for the first six months of fiscal 1993 includes the cumulative effect of adopting Financial Accounting Standards Board Statement No. 106 which reduced fiscal 1993 results $.19 per share. Excluding the effect of this accounting change, per- share net loss for the first six months of fiscal 1993 was $.60 per-share compared to a net loss of $.31 per-share for the current period. -11- Net Sales and Operating Profit (Loss) (Unaudited, in thousands) Quarter Ended Six Months Ended February 28, Increase February 28, Increase 1994 1993 (Decrease) 1994 1993 (Decrease) Net sales: Corn $209,901 $128,152 $ 81,749 $235,970 $159,835 $ 76,135 Soybeans 8,016 4,555 3,461 8,061 4,651 3,410 Other 32,121 23,943 8,178 72,675 60,521 12,154 Total net sales $250,038 $156,650 $ 93,388 $316,706 $225,007 $ 91,699 Operating profit (loss): Corn $ 57,076 $ 7,450 $ 49,626 $ 12,469 $(27,687) $ 40,156 Soybeans (4,910) (5,781) 871 (11,088) (11,397) 309 Other (8,243) (16,615) 8,372 (14,550) (13,958) (592) Restructuring of operations - - - - - - - - (7,200) 7,200 Product operating profit (loss) $ 43,923 $(14,946) $ 58,869 $(13,169) $(60,242) $ 47,073 Indirect general & administrative expense (13,032) (12,390) (642) (26,116) (24,918) (1,198) Operating profit (loss) $ 30,891 $(27,336) $ 58,227 $(39,285) $(85,160) $ 45,875 Units delivered, North America: Corn 1,567 1,447 120 1,585 1,453 132 Soybeans 664 353 311 664 353 311 INTERNATIONAL SUBSIDIARIES - CHANGE IN REPORTING YEAR-END A shift in seed sales recognition between quarters, resulting from the change in the reporting year-end of the Company's international subsidiaries, was the principal factor for the quarter and year-to-date improvements in sales and operating profit (loss). -12- In prior years, the quarterly reporting periods of the Company's international subsidiaries ended in September, December, March, and June, two months prior to the quarterly periods of the fiscal year used in the United States. Due to the seasonal nature of the seed business, changing the reporting year-end of the international subsidiaries from June to August had a significant impact on quarter results. In regions outside North America, the change in reporting periods shifted sales and operating profits typically recorded in the first and third quarters of the reporting year to the fourth and second quarters. For the first half of fiscal 1994, the change in reporting periods accounted for approximately 75 percent, or $70 million, of the sales improvement and almost all of the increase in operating results over the same period last year. In Europe, year-to-date sales increased $60.8 million, and operating profit increased $38.6 million. A large portion of European sales are recorded in January and February. Sales for these months, which in prior years were reported as part of third quarter results, are included in second quarter for fiscal 1994. Year-to-date sales and operating profit in Central and South America decreased $16.8 million and $13.7 million, respectively, from 1993 levels. As discussed in the first quarter, certain international subsidiaries record a large portion of their sales in July and August and, prior to fiscal 1994, results for these -13- two months were included in the first quarter of the following fiscal year. Beginning in fiscal 1994, the July and August operating results of international subsidiaries will be included in the fourth quarter of the current fiscal year. In Mexico, Asia, and Africa and the Middle East year-to-date sales increased $24.3 million and operating profit improved $23.7 million as sales shifted from third quarter to second quarter. The remaining discussion primarily focuses on results of operations excluding the effect of the international subsidiaries change in reporting year-end. SEED CORN North American seed corn operations also contributed to the current year improvements. Sales in North America improved $10.1 million and $10.8 million over 1993 second quarter and year-to- date amounts. Increased unit sales, together with an increase in the average sales price, were responsible for the improvements. The Company does not record a sale until the seed has been delivered to the customer. In North America, units delivered are running approximately 9 percent ahead of fiscal 1993 through second quarter, contributing $8.6 million to the year-to-date sales increase. Deliveries in 1993 were hampered by poor weather conditions causing some customers to delay taking delivery of their seed until later in the Spring. -14- On an annual basis, unit sales are expected to remain above prior year levels. An expected North American acreage increase of 7 percent to 9 percent together with strong product performance and focused marketing and sales efforts, are the primary driving forces behind the expected increase in unit sales. As always, weather is an unknown variable which could cause actual results to differ significantly from our current expectations. The average sales price of seed corn in North America for the first six months of fiscal 1994 increased 2.4 percent over 1993 levels, contributing $2.2 million to the increase in sales. For the year, however, the average sales price is expected to only increase approximately 1 percent. The mix of sales through second quarter of fiscal 1994 compared to the same period last year is responsible for the higher year-to-date increase. SOYBEAN AND OTHER PRODUCTS Other Products Net Sales (In thousands) Quarter Ended Six Months Ended February 28, Increase February 28, Increase 1994 1993 (Decrease) 1994 1993 (Decrease) Net sales: Wheat $ 921 $ 2,158 $ (1,237) $ 17,382 $ 17,542 $ (160) Other seed 16,926 11,328 5,598 24,135 18,291 5,844 Microbial products 2,578 2,446 132 10,909 10,734 175 Developing products 11,696 8,011 3,685 20,249 13,954 6,295 Total net sales $ 32,121 $ 23,943 $ 8,178 $ 72,675 $ 60,521 $ 12,154 -15- Additional sales improvements were recognized from the soybean, specialty plant product, and alfalfa product lines. North American soybean sales increased $3.6 million through second quarter over fiscal 1993, a result of earlier units delivered. Developing product sales improved as a result of increased specialty plant product sales totaling $7 million during the first half of fiscal 1994. Current year alfalfa sales increased $1.5 million year-to-date over 1993 levels due to additional unit sales in western North America. OPERATING PROFIT Year-to-date operating profit was positively impacted by the change in reporting period of the Company's international subsidiaries and increased contributions from North American seed corn. North American seed corn gross profit improved $6.2 million as more seed corn units were delivered in the first half of fiscal 1994. Year-to-date research expenses increased $4 million, or 9 percent, over the same period last year. Total research expenses are expected to increase approximately 9 percent on an annual basis as well. Planned growth in field testing and winter nursery costs and additional costs related to technology acquisitions were the main components of the increase. Selling and general and administrative expenses for the first six months of fiscal 1994, excluding variable costs, increased -16- $8.2 million over the same period a year ago. Fiscal 1993 results included the recovery of $6 million of accounts previously written-off in East Europe. Current year variable costs (commission and shipping costs) as a percentage of sales decreased from the same period a year ago as a result of a change in the mix of North American seed sales to seed sales in other regions through second quarter. The change in the reporting year-end of the Company's international subsidiaries caused more of their sales to be reported in the second quarter. Commission expense as a percent of sales is lower for the Company's international subsidiaries as a majority of their sales are made to independent dealers who are not paid a commission. NET FINANCIAL AND OTHER Interest expense, net of investment income, for the first six months of fiscal 1994 increased $1 million from the same period a year ago. Prior year results include a $1 million gain on the redemption of the Company's investment in Norand Corporation, a former subsidiary. Net exchange loss decreased $1.9 million through second quarter of fiscal 1994 compared to the same period a year earlier principally due to decreased exchange losses in Europe. The estimated fiscal 1994 world-wide effective tax rate reflected in the second quarter is 38 percent. The actual world- wide effective tax rate for fiscal 1993 was 39.1 percent. -17- Financial Accounting Standards Board Statement No. 106 "Employers' Accounting for Postretirement Benefits Other Than Pensions" was adopted for U.S. based employees in fiscal 1993. The Company elected to immediately recognize the transition obligation, which totaled $27.8 million before tax, as a cumulative effect of accounting change. ANNUAL EXPECTATIONS On an annual basis, North American seed corn sales and operating profit are expected to increase from fiscal 1993. Unit sales are expected to increase as a result of acreage increases and anticipated market share gains. An increase in the average sales price per unit will also positively impact sales and operating profit. Fiscal 1994 per-unit cost of goods sold is expected to be comparable to the prior year. As noted previously, the weather could cause actual results to differ from our current expectations. North American soybean sales, which represent approximately 97 percent of total soybean sales, are also expected to grow as a result of increased unit sales. Total current year soybean unit sales are expected to exceed the 8.9 million units sold in fiscal 1993. The average sales price per-unit is also estimated to increase, positively impacting annual sales. However, operating results will likely be comparable to fiscal 1993, as per-unit cost of sales are expected to increase due to higher commodity prices. As with corn, weather is an unknown variable. -18- Seed corn sales and operating results outside North America are also expected to grow. In Europe, operating results should be comparable to fiscal 1993. Fiscal 1994 acreage is expected to stabilize following implementation of the Common Agricultural Policy. Although unit sales are expected to increase in the region, the strengthening of the U.S. dollar against the Italian lira is expected to reduce revenues and operating results in Italy. Additional sales in other European countries and lower fixed costs for the region are expected to offset the negative impact of the change in the value of the dollar against the lira. Continued sales growth is expected in Mexico, although not at the levels sustained the past few years. Results from Central and South America and Asia are expected to show modest growth in 1994. The remaining key markets in Africa and the Middle East should also provide increased sales and operating results from the levels they recorded in fiscal 1993. Due to the seasonality of the seed business, single quarter results are seldom indicative of year-end results and quarter-to- quarter comparisons are not always meaningful. Accordingly, such comparisons are not emphasized. Typically, most of the Company's revenue and operating profit is generated in the third quarter. -19- [ARTICLE] 5 [MULTIPLIER] 1,000 EXHIBIT 27 FINANCIAL DATA SCHEDULE REGULATION STATEMENT CAPTION QTR - 2 QTR - 2 6 - MOS 6 - MOS 1994 1993 1994 1993 5-02(1) Cash and cash equivalents 376885 262895 5-02(3)(a)(1) Accounts and notes receivable, net 188482 110715 5-02(6)(a)(1) Inventory 566907 639415 5-02(9) Total current assets 1221479 1107587 5-02(13) Property, plant and equipment 814319 812948 5-12(14) Accumulated depreciation 369856 349352 5-02(18) Total assets 1728189 1627678 5-02(21) Total current liabilities 831914 793171 5-02(22) Long-term debt 65530 76343 5-02(30) Common stock 92694 92694 5-02(31) Other shareholder's equity 671651 593515 5-03(b)(1)(a) Net sales 250038 156650 316706 225007 5-03(b)(2)(a) Cost of goods sold and research 136810 103536 200179 161611 5-03(b)(3) Restructuring of operations - - 7200 - - 7200 5-03(b)(4) Selling, general and admin. 82337 73250 155812 141356 5-03(b)(8) Financial expense, net 2343 287 1980 998 5-03(b)(10) Income/(loss) before taxes & other items 28598 (27613) (43555) (90384) 5-03(b)(11) Income tax (expense) benefit (11611) 10849 16551 34346 5-03(b)(14) Income/(loss) continuing operations 16153 (15204) (27697) (54011) 5-03(b)(18) Cumulative effect-chngs in acctg. prin. - - - - - - (16969) 5-03(b)(19) Net income/(loss) 16153 (15204) (27697) (70980) 6-03(b)(20) Earnings/(loss) per share .18 (.17) (.31) (.79) -20- PIONEER HI-BRED INTERNATIONAL, INC. PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (b) Reports on Form 8-K. No reports on Form 8-K were filed with the Commission during the three months ended February 28, 1994. SIGNATURES 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 thereunto duly authorized. PIONEER_HI-BRED_INTERNATIONAL,_INC. (Registrant) Date THOMAS N. URBAN, CHAIRMAN OF THE BOARD AND PRESIDENT Date JERRY L. CHICOINE, SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER -21-