1993 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE YEAR ENDED DECEMBER 31, 1993 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 IDENTIFICATION NO.) INCORPORATION OR ORGANIZATION) 1007 MARKET STREET WILMINGTON, DELAWARE 19898 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 302-774-1000 SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT (EACH CLASS IS REGISTERED ON THE NEW YORK STOCK EXCHANGE, INC.): TITLE OF EACH CLASS COMMON STOCK ($.60 PAR VALUE) PREFERRED STOCK (WITHOUT PAR VALUE-CUMULATIVE) $4.50 SERIES $3.50 SERIES 6% DEBENTURES DUE 2001 8 1/2% DEBENTURES DUE 2016 (CALLED ON FEBRUARY 24, 1994) NO SECURITIES ARE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT. Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [_] Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 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 . Aggregate market value of voting stock (excluding outstanding shares beneficially owned by directors and officers) as of March 1, 1994, was approximately $26.5 billion. As of such date, 678,703,215 shares of the company's common stock, $.60 par value, were outstanding. Documents Incorporated by Reference (Specific pages incorporated are indicated under the applicable Item herein): INCORPORATED BY DOCUMENT REFERENCE IN PART NO. -------- --------------------- The company's 1993 Annual Report to Stockholders........ I, II, and IV The company's Proxy Statement, dated March 18, 1994, in connection with the Annual Meeting of Stockholders to be held on April 27, 1994.............................. III - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- E. I. DU PONT DE NEMOURS AND COMPANY 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. TABLE OF CONTENTS PAGE ---- PART I Item 1. Business ................................................... 3 Item 2. Properties ................................................. 6 Item 3. Legal Proceedings .......................................... 11 Item 4. Submission of Matters to a Vote of Security Holders ........ 13 Executive Officers of the Registrant ....................... 13 PART II Market for the Registrant's Common Equity and Related Item 5. Stockholder Matters ....................................... 14 Item 6. Selected Financial Data .................................... 14 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.................................. 14 Item 8. Financial Statements and Supplementary Data ................ 14 Item 9. Disagreements on Accounting and Financial Disclosure ....... 14 PART III Item 10. Directors and Executive Officers of the Registrant ......... 15 Item 11. Executive Compensation ..................................... 15 Security Ownership of Certain Beneficial Owners and Item 12. Management ................................................ 15 Item 13. Certain Relationships and Related Transactions ............. 15 PART IV Exhibits, Financial Statement Schedules, and Reports on Form Item 14. 8-K ....................................................... 15 Signatures............................................................ 18 NOTE ON INCORPORATION BY REFERENCE Throughout this report, various information and data are incorporated by reference to portions of the company's 1993 Annual Report to Stockholders (those portions are hereinafter referred to as Exhibit 13). Any reference in this report to disclosures in Exhibit 13 shall constitute incorporation by reference of that specific material into this Form 10-K. 2 PART I ITEM 1. BUSINESS DuPont was founded in 1802 and was incorporated in Delaware in 1915. The company is the largest United States chemical producer and is one of the leading chemical producers worldwide. The company conducts fully integrated petroleum operations primarily through its wholly owned subsidiary Conoco Inc. and, in 1992, ranked eighth in the worldwide production of petroleum liquids by U.S.-based companies and tenth in the production of natural gas. Conoco Inc. and other subsidiaries and affiliates of DuPont conduct exploration, production, mining, manufacturing or selling activities, and some are distributors of products manufactured by the company. During 1993, the company significantly changed the way it was organized. Large business sectors were eliminated and replaced by approximately twenty strategic business units. Within the strategic business units approximately 85 businesses manufacture and sell a wide range of products to many different markets, including the energy, transportation, textile, construction, automotive, agricultural, printing, health care, packaging and electronics markets. The company and its subsidiaries have operations in about 70 nations worldwide and, as a result, about 45% of consolidated sales are derived from sales outside the United States, based on the location of the corporate unit making the sale. Total worldwide employment at year-end 1993 was about 114,000 people. The company is organized for financial reporting purposes into five principal industry segments--Chemicals, Fibers, Polymers, Petroleum, and Diversified Businesses. The following information describing the businesses of the company can be found on the indicated pages of Exhibit 13: ITEM PAGE(S) ---- --------- Discussion of Business Developments in 1993: Letter to Stockholders............................................. 2,4*, 5,7 Industry Segment Reviews: Business Discussions, Principal Products and Principal Markets: Chemicals........................................................ 20-21 Fibers........................................................... 21-23 Polymers......................................................... 23-24 Petroleum........................................................ 24-26 Diversified Businesses........................................... 27-28 Sales, Transfers, Operating Profit, After-Tax Operating Income, and Identifiable Assets for 1993, 1992, and 1991...................... 55-57 Geographic Information: Sales, Transfers, After-Tax Operating Income, Identifiable Assets, and U.S. Export Sales for 1993, 1992, and 1991.................... 54 Revenues by Product Class (See footnote 1 on page 56 of Exhibit 13).. 56 - -------- * Exclude photograph and related caption on page 4. SOURCES OF SUPPLY The company utilizes numerous firms as well as internal sources to supply a wide range of raw materials, energy, supplies, services and equipment. To assure availability, the company maintains multiple sources for most raw materials, including hydrocarbon feedstocks, and for fuels. Large volume purchases are generally procured under competitively priced supply contracts. 3 A majority of sales in the Chemicals, Fibers, and Polymers segments' businesses is dependent on hydrocarbon feedstocks derived from crude oil and natural gas. Current hydrocarbon feedstock requirements are met by Conoco and other major oil companies. A joint venture with OxyChem, a subsidiary of Occidental Petroleum Corporation, manufactures and supplies a significant portion of the company's requirements for ethylene glycol. A joint venture with subsidiaries of RWE AG supplies the company's requirements for coal. A significant portion of the company's caustic/chlorine needs is supplied by a joint venture with Olin Corporation. The major purchased commodities, raw materials, and supplies for the following industry segments in 1993 are listed below: CHEMICALS FIBERS DIVERSIFIED BUSINESSES POLYMERS --------- ------ ---------------------- -------- acetylene adipic acid aluminum acetic acid benzene ammonia gold acetone carbon- benzene metribuzin butadiene tetrachloride butadiene palladium/platinum caustic soda caustic soda cyclohexane silver chlorine chlorine ethylene glycol ethane chloroform isophthalic acid ethylene glycol cyclohexane nitrogen nitrogen fluorspar packaging materials packaging materials hydrofluoric acid paraxylene paraxylene oxygen/nitrogen polyethylene polyethylene packaging materials perchloroethylene propylene sulfur titanium ores In the Petroleum segment, the major commodities and raw materials purchased are the same as those produced. Approximately 59% of the crude oil processed in the company's U.S. refineries in 1993 came from U.S. sources. In 1993, the company's refineries outside the United States processed principally North Sea and Middle East crude oils. In addition, during 1993, the company consumed substantial amounts of electricity and natural gas. PATENTS AND TRADEMARKS The company owns and is licensed under various patents, which expire from time to time, covering many products, processes and product uses. No individual patent is of material importance to any of the industry segments, although taken as a whole, the rights of the company and the products made and sold under patents and licenses are important to the company's business. During 1993, the company was granted 591 U.S. and 1,828 non-U.S. patents. The company also has about 900 registered trademarks for its products. Ownership rights in trademarks continue indefinitely if the trademarks are continued in use and properly protected. SEASONALITY In general, sales of the company's products are not substantially affected by seasonality. However, the Diversified Businesses segment is impacted by seasonality of sales of agricultural products with highest sales in the first half of the year, particularly the second quarter. Within the Petroleum segment, the mix of refined products, natural gas and natural gas liquids varies because of increased demand for gasoline in the summer months and natural gas, heating oil and propane during the winter months. 4 MAJOR CUSTOMERS The company's sales are not materially dependent on a single customer or small group of customers. The Fibers and Polymers segments, however, have several large customers in their respective industries that are important to these segments' operating results. COMPETITION Principal competitors in the chemical industry include major chemical companies based in the United States, Europe, Japan, the Republic of China and other Asian nations. Competitors offer a comparable range of products from agricultural, commodity and specialty chemicals to plastics, fibers and medical products. The company also competes in certain product markets with smaller, more specialized firms. Principal competitors in the petroleum industry are integrated oil companies, many of which also have substantial petrochemical operations, and a variety of other firms including independent oil and gas producers, pipeline companies, and large and small refiners and marketers. In addition, the company competes with the growing petrochemical operations in oil-producing countries. Businesses in the Chemicals, Fibers, Polymers, and Diversified Businesses segments compete on a variety of factors such as price, product quality or specifications, customer service and breadth of product line, depending on the characteristics of the particular market involved. The Petroleum segment business is highly price-competitive and competes as well on quality and reliability of supply. Further information relating to competition is included in two areas of Exhibit 13 (1) the "Letter to Stockholders" on pages 2, 4*, 5, 7 and (2) Industry Segment Reviews on pages 20-28. RESEARCH AND DEVELOPMENT The company's substantial research and development activities are primarily funded with internal resources and conducted at over 60 domestic sites in 21 states at both dedicated research facilities and manufacturing plants. DuPont operates several large research centers near Wilmington, Delaware supporting strategic business units in its Chemicals, Fibers, Polymers and Diversified Businesses segments. Among these, the Experimental Station laboratories engage in fundamental, exploratory and applied research, and the Stine-Haskell Research Center conducts agricultural product research and toxicological research of company products to assure they are safe for manufacture and use. At its facility in Ponca City, Oklahoma, the company conducts research for new products and technologies for petroleum operations as well as other segments of the business. DuPont also operates research facilities at a number of locations outside the United States in Belgium, Canada, France, Germany, Japan, Luxembourg, Mexico, Netherlands, Switzerland and the United Kingdom reflecting the company's growing global business interests. Research and development activities include exploratory studies to advance scientific knowledge in fields of interest to the company; basic and applied work to support and improve existing products and processes; and scouting work to identify and develop new business opportunities in relevant fields. Each strategic business unit of the company funds research and development activities to support its business mission. The corporate laboratories are responsible for assuring that leading-edge science and engineering concepts are identified and diffused throughout the DuPont technical community. All R&D activities are coordinated by senior R&D management to insure that business and corporate technical activities are integrated and that the core technical competencies underlying DuPont's current and future businesses remain healthy and continue to provide competitive advantages. Further information regarding research and development is in Exhibit 13 on page 4 of the "Letter to Stockholders." Annual research and development expense and such expense shown "As Percent of Combined Segment Sales" for the five years 1989 through 1993 are included under the heading "General" of the Five- Year Financial Review on page 65 of Exhibit 13. - -------- * Exclude photograph and related caption on page 4. 5 ENVIRONMENTAL MATTERS Information relating to environmental matters is included in two areas of Exhibit 13 (1) the "Letter to Stockholders" on page 5 and (2) "Management's Discussion and Analysis" on pages 33-34. RISKS ATTENDANT TO FOREIGN OPERATIONS The company's petroleum exploration and production operations outside the United States are exposed to risks due to possible actions by host governments such as increases or variations in tax and royalty payments, participation in the company's concessions, limited or embargoed production, mandatory exploration or production controls, nationalization, and export controls. Civil unrest and changes in government are also potential hazards. Under certain circumstances, the company has attempted to minimize its exposure by carrying political risk insurance. The profitability of the company's worldwide exploration and production operations is also exposed to risks due to actions of the United States government through tax legislation, executive order, and commercial restrictions. Actions by both the United States and host governments have affected operations significantly in the past, and may continue to impact operations in the future. ITEM 2. PROPERTIES The company owns and operates manufacturing, processing, production, refining, marketing, research and development facilities worldwide. In addition, the company owns and leases petroleum properties worldwide. DuPont's corporate headquarters is located in Wilmington, Delaware, and the company's petroleum businesses are headquartered in Houston, Texas. In addition, the company operates sales offices, regional purchasing offices, distribution centers and various other specialized service locations. Further information regarding properties is included in Exhibit 13 in the Industry Segment Reviews on pages 20-28. Information regarding research and development facilities is incorporated by reference to Item 1, Business-- Research and Development on page 5 of this report. Additional information with respect to the company's property, plant and equipment, and leases is incorporated by reference to Schedules V and VI on pages 20-22 of this report, and is contained in Notes 14 and 21 to the company's consolidated financial statements on pages 46 and 50 of Exhibit 13. CHEMICALS, FIBERS, POLYMERS, AND DIVERSIFIED BUSINESSES Approximately 75% of the property, plant and equipment related to operations in the Chemicals, Fibers, Polymers, and Diversified Businesses is located in the United States and Puerto Rico. This investment is located at some 85 sites, principally in Texas, Delaware, Virginia, North Carolina, Tennessee, West Virginia, South Carolina, and New Jersey. The principal locations within these states are as follows: TEXAS DELAWARE VIRGINIA NORTH CAROLINA ----- -------- -------- -------------- Beaumont Edge Moor Front Royal Brevard Corpus Christi Glasgow James River Fayetteville LaPorte Newark Martinsville Kinston Orange Newport Richmond Raleigh Victoria Seaford Waynesboro Wilmington TENNESSEE WEST VIRGINIA SOUTH CAROLINA NEW JERSEY --------- ------------- -------------- ---------- Chattanooga Belle Camden Deepwater Memphis Martinsburg Charleston Gibbstown New Johnsonville Parkersburg Florence Old Hickory Property, plant and equipment outside the United States and Puerto Rico is located at about 70 sites, principally in Canada, the United Kingdom, Germany, Netherlands, Luxembourg, Singapore, Taiwan, 6 Mexico, France, Japan, Spain, Brazil, Republic of Korea, Argentina and Belgium. Products from more than one business are frequently produced at the same location. The company's plants and equipment are well maintained and in good operating condition. Sales as a percent of capacity were 85% in 1993, 88% in 1992, and 86% in 1991. These properties are directly owned by the company except for some auxiliary facilities and miscellaneous properties, such as certain buildings and transportation equipment, which are leased. Although no title examination of the properties has been made for the purpose of this report, the company knows of no material defects in title to any of these properties. PETROLEUM BUSINESSES The company owns and leases oil and gas properties worldwide. Exploration, production, and natural gas and gas products properties are described generally on pages 24-26 and 58-63 of Exhibit 13. Estimated proved reserves of oil and gas are found on page 58 of Exhibit 13. Information regarding the company's refining, marketing, supply, and transportation properties is also provided on pages 24-26 of Exhibit 13. PETROLEUM PRODUCTION The following tables show the company's interests in petroleum production and natural gas deliveries. Petroleum liquids production comprises crude oil and condensate and natural gas liquids (NGL) removed for the company's account from its natural gas deliveries. Natural gas deliveries represent Conoco's share of deliveries from leases in which the company has an ownership interest. NGL's extracted from purchased natural gas by the company's gas processing plants are discussed under the topic "Natural Gas and Gas Products" on pages 9 and 10. 1993 1992 1991 ---- ---- ---- [THOUSANDS OF BARRELS DAILY (MBD)] Petroleum Liquids Production of Fully Consolidated Companies United States Crude oil and condensate.............. 94 103 113 Natural gas liquids................... 14 7 9 --- --- --- Total United States................. 108 110 122 Europe Crude oil and condensate.............. 146 125 115 Natural gas liquids................... 6 7 6 --- --- --- Total Europe(a)..................... 152 132 121 Other Regions Crude oil and condensate.............. 106 92 99 Natural gas liquids................... 1 1 0 --- --- --- Total Other Regions(a).............. 107 93 99 --- --- --- Total Worldwide..................... 367 335 342 === === === [MILLION CUBIC FEET DAILY (MCFD)] Natural Gas Deliveries of Fully Consoli- dated Companies United States........................... 834 762 756 Europe(a)............................... 409 360 320 Other Regions........................... 50 55 54 ----- ----- ----- Subtotal Fully Consolidated........... 1,293 1,177 1,130 Natural Gas Deliveries of Equity Affili- ates United States........................... 18 3 0 ----- ----- ----- Total Worldwide....................... 1,311 1,180 1,130 ===== ===== ===== (a) Excludes royalty volumes produced and marketed by the company: Petroleum Liquids (MBD)................. 37 38 40 Natural Gas Deliveries (MMCFD).......... 6 10 9 7 AVERAGE PRODUCTION COSTS AND SALES PRICES The following table presents data as prescribed by the Securities and Exchange Commission (SEC). Accordingly, the unit costs do not include income taxes and exploration, development and general overhead costs. Since these excluded costs are material, the following data should not be interpreted as measures of profitability or relative profitability. See Results of Operations for Oil- and Gas-Producing Activities on page 59 of Exhibit 13 for a more complete disclosure of revenues and expenses. See also the references to crude oil and natural gas prices and volumes in business review of the Petroleum segment on pages 24-26 of Exhibit 13. UNITED OTHER STATES EUROPE REGIONS ------ ------ ------- (U.S. DOLLARS) For the year ended December 31, 1993 Average production costs per barrel equivalent of petroleum produced(a)................................. $4.97 $4.34 $1.63 Average sales prices of produced petroleum(b) Per barrel of crude oil and condensate sold.......... 14.66 17.35 15.32 Per thousand cubic feet (MCF) of natural gas sold.... 1.94 2.77 1.32 For the year ended December 31, 1992 Average production costs per barrel equivalent of petroleum produced(a)................................. 5.86 6.73 1.98 Average sales prices of produced petroleum(b) Per barrel of crude oil and condensate sold.......... 17.35 19.39 17.30 Per MCF of natural gas sold.......................... 1.70 2.77 1.02 For the year ended December 31, 1991 Average production costs per barrel equivalent of petroleum produced(a)................................. 6.14 5.24 1.74 Average sales prices of produced petroleum(b) Per barrel of crude oil and condensate sold.......... 20.04 20.98 16.90 Per MCF of natural gas sold.......................... 1.59 3.17 1.19 - -------- (a) Average production costs per barrel of equivalent liquids, with natural gas converted to liquids at a ratio of 6 MCF of gas to one barrel of liquids. (b) Excludes proceeds from sales of interest in oil and gas properties. PRESENT ACTIVITIES TOTAL UNITED OTHER WORLDWIDE STATES EUROPE REGIONS --------- ------ ------ ------- (NUMBER OF WELLS) At December 31, 1993 Number of wells drilling* Gross....................................... 46 25 17 4 Net......................................... 25 20 3 2 Number of productive wells** Oil wells--gross............................ 16,385 15,819 222 344 --net.................................... 4,672 4,524 26 122 Gas wells--gross............................ 7,563 7,442 65 56 --net................................... 2,869 2,792 24 53 - -------- *Includes wells being completed. **Approximately 186 gross (72 net) oil wells and 602 gross (177 net) gas wells, all in the United States, have multiple completions. 8 DEVELOPED AND UNDEVELOPED PETROLEUM ACREAGE TOTAL UNITED OTHER WORLDWIDE STATES EUROPE REGIONS --------- ------ ------ ------- (THOUSANDS OF ACRES) At December 31, 1993 Developed acreage Gross...................................... 8,031 3,121 1,094 3,816 Net........................................ 3,510 1,735 307 1,468 Undeveloped acreage Gross...................................... 82,735 2,166 5,797 74,772 Net........................................ 34,283 1,463 1,859 30,961 NET EXPLORATORY AND DEVELOPMENT WELLS DRILLED TOTAL UNITED OTHER WORLDWIDE STATES EUROPE REGIONS --------- ------ ------ ------- (NUMBER OF NET WELLS COMPLETED) For the year ended December 31, 1993 Exploratory--productive...................... 15.6 10.7 3.4 1.5 --dry 24.5 16.3 2.5 5.7 Development--productive...................... 175.2 158.3 5.0 11.9 --dry................................... 24.5 24.0 0.0 0.5 For the year ended December 31, 1992 Exploratory--productive...................... 17.1 11.6 4.5 1.0 --dry................................... 22.0 10.2 5.0 6.8 Development--productive...................... 121.9 107.9 4.1 9.9 --dry................................... 13.1 10.9 0.7 1.5 For the year ended December 31, 1991 Exploratory--productive...................... 21.4 14.3 5.3 1.8 --dry................................... 37.4 16.8 10.6 10.0 Development--productive...................... 184.5 171.3 3.0 10.2 --dry................................... 7.6 7.6 0.0 0.0 ESTIMATES OF TOTAL PROVED RESERVES FILED WITH OTHER FEDERAL AGENCIES COVERING THE YEAR 1993 The company is not required to file, and has not filed on a recurring basis, estimates of its total proved net oil and gas reserves with any U.S. or non- U.S. governmental regulatory authority or agency other than the Department of Energy (DOE) and the SEC. The estimates furnished to the DOE have been consistent with those furnished to the SEC. They are not necessarily directly comparable, however, due to special DOE reporting requirements such as requirements to report in some instances on a gross, net or total operator basis, and requirements to report in terms of smaller units. In no instance have the estimates for the DOE differed by more than 5% from the corresponding estimates reflected in total reserves reported to the SEC. NATURAL GAS AND GAS PRODUCTS The company has interests in 30 natural gas processing plants in the United States. Natural gas liquids extracted for the company's account from produced and purchased gas averaged 68,631 barrels per day in 1993 and 60,901 barrels per day in 1992. The company operates 16 of the gas plants: 1 in Colorado, 3 in Louisiana, 2 in New Mexico, 4 in Oklahoma, and 6 in Texas. Other natural gas facilities include an 800-mile intrastate natural gas pipeline system in Louisiana, owned by Louisiana Gas System, Inc., a wholly owned subsidiary, and natural gas and natural gas liquids pipelines in several states. C&L Processors Partnership, a 50% owned equity affiliate, has an additional 13 natural gas liquids plants in Oklahoma and Texas, and 9 Conoco's pro rata share of NGL production is 7,885 barrels per day. In May 1993, Conoco acquired a 22.5% interest in Gulf Coast Fractionators, a natural gas fractionator located in Mt. Belvieu, Texas, which is currently expanding from a capacity of 64,000 barrels per day to 104,000 barrels per day. Outside the United States, the company operates a 50% owned gas processing facility at Theddlethorpe, England, and owns a 41% interest in Phoenix Park Gas Processors, whose gas processing facility at Point Lisas, Trinidad, provided a net NGL production of 3,661 barrels per day to Conoco in 1993. REFINING The company currently owns and operates four refineries in the United States located at Lake Charles, Louisiana; Ponca City, Oklahoma; Billings, Montana; and Denver, Colorado. The company also owns and operates the Humber refinery in the United Kingdom and has a 25% interest in a refinery at Karlsruhe in Germany. Capacities at year-end 1993 as well as inputs processed during 1993 are summarized in the following table: TOTAL UNITED UNITED WORLDWIDE STATES KINGDOM GERMANY* --------- ------ ------- -------- (THOUSANDS OF BARRELS DAILY) At December 31, 1993 Refinery crude oil and condensate distillation capacity (excluding additional feedstocks input to other refinery units)........................... 595 422 130 43 For the year ended December 31, 1993 Inputs processed Crude oil and condensate................. 568 391 131 46 Additional feedstocks input to other re- finery units............................ 106 28 62 16 - -------- * Represents 25% interest in the Karlsruhe refinery. Utilization of refinery capacity depends on the market demand for petroleum products and the availability of crude oil and other feedstocks. MARKETING In the United States, the company sells refined products at retail in 38 states, principally under the "Conoco" brand. In addition, the company markets a wide range of products other than at retail in all 50 states and the District of Columbia. Refined products are also sold in Austria, Germany and the United Kingdom under the "Jet" and "Conoco" brands; in Belgium, France and Luxembourg under the "Seca" brand; and in Switzerland under the "OK Coop" brand. The "Jet" brand is used for marketing in the Czech Republic, Denmark, Finland, Hungary, Ireland, Norway, Poland, Sweden, and Thailand. The company has commenced operations in Spain through a 50% equity affiliate. SUPPLY AND TRANSPORTATION The company has an extensive pipeline system for crude oil and refined products. Information concerning daily pipeline shipments is presented below: 1993 1992 1991 ------- ------- ------- (THOUSANDS OF BARRELS) Average Daily Pipeline Shipments Pipeline shipments of consolidated companies......... 761 816 822 Equity in shipments of nonconsolidated affiliates.... 366 334 315 Conoco Pipe Line Company (CPL), a wholly owned subsidiary and operator of the company's U.S. petroleum pipeline system, transported approximately 722 thousand barrels per day of crude oil and refined 10 products in 1993. In addition to pipeline facilities, CPL operates, under a management contract, four marine terminals, one coke-exporting facility and 52 product terminals located throughout the United States. These facilities are wholly or jointly owned by the company. Crude oil is gathered in the Rocky Mountain, mid-continent and southern Louisiana areas primarily for delivery to local refiners. Refined products pipelines are located in the Rocky Mountain and mid-continent areas to serve regional demand centers. Other U.S. transportation assets include numerous tank cars, barges, tank trucks and other motor vehicles. The company also operates a fleet of seagoing crude oil tankers. These vessels, principally of Liberian registry, are described as follows: 1993 1992 1991 ---------- ---------- ---------- (THOUSANDS OF DEADWEIGHT TONS) Controlled Seagoing Vessel Capacity Owned and Leased............................. 1,139 947 759 Trip Charger................................. -- 174 261 ---------- ---------- ---------- Total Capacity............................... 1,139 1,121 1,020 ========== ========== ========== (NUMBER OF VESSELS) Number of Vessels 80,000 DWT and Above Single Hull.................................. 4 6 7 Double Hull.................................. 4 2 -- ---------- ---------- ---------- Total Vessels................................ 8 8 7 ========== ========== ========== ITEM 3. LEGAL PROCEEDINGS Because of the size and nature of its business, the company is subject to numerous lawsuits and claims with respect to such matters as product liabilities, governmental regulations and other actions arising out of the normal course of business. While the effect on future financial results is not subject to reasonable estimation because considerable uncertainty exists, in the opinion of company counsel, the ultimate liabilities resulting from such lawsuits and claims will not materially affect the consolidated financial position of the company. To date, DuPont has been served with more than 500 lawsuits in several jurisdictions, principally Florida, Hawaii and Puerto Rico, by growers who allege plant damage from using "Benlate" DF 50 fungicide. Seventy (70) of these suits have been disposed of: 12 by dismissal, 3 by summary judgment, 52 by settlement, 1 by directed verdict in DuPont's favor at trial, and 2 by jury verdict in DuPont's favor. Additionally, DuPont obtained summary judgment in 7 Florida cases, based on the economic loss doctrine which limits damages to breach of warranty. In our most recent trial (2 cases), a Florida jury returned a verdict in DuPont's favor. In 5 other trials, jury verdicts have been returned against DuPont, but for an average of less than a third of the compensatory damages claimed by the plaintiffs. In 4 of these trials, the juries also allocated liability to the plaintiffs. DuPont has appealed these jury verdicts. DuPont also had one jury verdict for the company. DuPont believes that "Benlate" DF 50 fungicide did not cause the alleged damages. DuPont had earlier paid claims based on the belief that, at the time, "Benlate" DF 50 would be found to be a contributor to the reported plant damage. In 1992, after eighteen months of extensive research, DuPont scientists concluded that "Benlate" DF 50 was not responsible for plant damage reports received since March 1991. Concurrent with these research findings, DuPont stopped paying claims relating to those reports. Since 1989, DuPont has been served with approximately fifty-two, lawsuits in several jurisdictions, principally in Texas, Florida, Maryland and Arizona alleging damages as a result of leaks in certain polybutylene plumbing systems. A nationwide class action has been filed in state and federal court in Houston, Texas, but the class has not been certified as of this date. In most cases, DuPont is a codefendant with Shell, Hoechst-Celanese and other parts manufacturers. The polybutylene plumbing systems consist of flexible pipe 11 extruded from polybutylene connected by plastic fittings made from acetal. Shell Chemical is the sole producer of polybutylene; the acetals are provided by Hoechst-Celanese and DuPont. DuPont entered the market in 1983, and it is not known as to the number of commercial or dwelling units that have polybutylene plumbing systems, or the number of commercial or dwelling units that have DuPont's product in their plumbing systems. Presently, DuPont is active in twenty-four suits. There have been twenty-four lawsuits of which the company has disposed of twenty-three by pretrial settlements and one by dismissal. DuPont has not been to trial in any case. On October 24, 1988, the Louisiana Department of Environmental Quality (LDEQ) issued a Compliance Order and Notice of Proposed Penalty to Conoco Inc. for alleged violations of the Louisiana Hazardous Waste Regulations. Following an inspection, LDEQ proposed a penalty of $165,000 for alleged violations related to the handling of by-product caustic and other refinery waste management practices. The company's legal counsel believes that the allegations are generally without factual basis, and that the penalty will be significantly reduced. On April 3, 1991, the Environmental Protection Agency (EPA) assessed a civil penalty of $1.3 million pursuant to a Complaint and Notice of Hearing alleging violations of the Federal Insecticide, Fungicide and Rodenticide Act (FIFRA) in connection with the distribution of a company fungicide. The allegations arise out of the discovery that a herbicide may have been introduced inadvertently into some batches of the fungicide during formulation at contractor sites in 1988 and 1989. The company was made aware of the potential problem by complaints from growers and notified EPA in August 1989 that it was undertaking a voluntary recall of suspect batches. EPA issued a stop sale order in September 1989 accompanied by a formal request for a product recall. The company has reviewed its recall with EPA and they have expressed satisfaction with the company's efforts. The company intends to seek a settlement of the Complaint and expects that the assessed penalty will be reduced. On October 15, 1993, EPA filed a complaint in the U.S. District Court, Eastern District of Texas (Beaumont), against DuPont alleging various violations of the Clean Water Act at the Sabine River Works. Included are alleged unauthorized discharges, effluent limitation violations, and monitoring and reporting violations under the plant's NPDES permit. The government is seeking a civil penalty of $1.4 million. DuPont's legal counsel believes that most of the allegations are legally without merit and that the case will ultimately settle for a significantly smaller amount. DuPont has entered into a voluntary agreement with the EPA to conduct an audit of the U.S. sites under the Toxic Substance Control Act (TSCA). Agreement participation is not an admission of TSCA noncompliance. Maximum stipulated penalties which DuPont could pay under the agreement are capped at $1 million. The first phase of the audit was completed, but no findings have been issued. Subject to EPA's issuance of new reporting criteria, the second phase of its audit is scheduled to begin in mid-1994. On October 18, 1991, EPA issued an Administrative Order under the Resource Conservation and Recovery Act (RCRA) directing Conoco Pipe Line Company (CPLC) to undertake specific remedial measures related to a former oil reprocessing facility in Converse County, Wyoming. CPLC contested the Administrative Order, and has taken voluntary measures at the site together with other interested parties. On February 19, 1993, the U.S. Department of Justice (DOJ) filed a lawsuit against 10 entities, including CPLC, to enforce the Order and collect penalties. The DOJ calculates CPLC's maximum penalties as of April 1, 1993 at approximately $2.6 million. The lawsuit is in the discovery phase, and CPLC intends to vigorously defend this matter. On July 1, 1993, EPA filed an administrative complaint against DuPont. EPA alleged that DuPont violated the premanufacturing notification regulations of the U.S. Toxic Substances Control Act (TSCA) and sought a $158,375 penalty. DuPont and EPA have signed an agreement to settle the complaint. Under the settlement, DuPont paid EPA $80,000, but did not admit that EPA's legal conclusions were true. 12 On December 21, 1993, Conoco's Denver Refinery received a Notice of Violation from EPA, Region VIII, and the Colorado Department of Health requesting a civil penalty of $169,500 in a dispute over proper scope and scheduling of certain RCRA on-site investigation activities. The investigation activities have previously been the subject of a settlement with EPA and the Colorado Department of Health, and the work performed has been in compliance with such agreement in the opinion of company counsel. As such, it is anticipated that the fine will be significantly reduced pursuant to negotiations between the parties. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. EXECUTIVE OFFICERS OF THE REGISTRANT The following is a list, as of March 1, 1994, of the company's executive officers. EXECUTIVE OFFICER AGE SINCE --- --------- Chairman of the Board of Directors and Chief Executive Officer Edgar S. Woolard, Jr.(1)....................................... 59 1981 Vice Chairmen of the Board of Directors John A. Krol(1)................................................ 57 1987 Constantine S. Nicandros(1).................................... 60 1981 Other Executive Officers: Jerald A. Blumberg, Senior Vice President...................... 54 1990 Archie W. Dunham, Senior Vice President........................ 55 1985 Gary W. Edwards, Senior Vice President......................... 52 1991 Michael B. Emery, Senior Vice President........................ 55 1990 Charles L. Henry, Senior Vice President and Chief Financial Officer....................................................... 52 1986 Charles O. Holliday, Jr., Senior Vice President................ 45 1992 Robert v.d. Luft, Senior Vice President........................ 58 1988 Robert E. McKee, III, Senior Vice President.................... 48 1992 Joseph A. Miller, Jr., Senior Vice President................... 52 1994 Stacey J. Mobley, Senior Vice President........................ 48 1992 D. John Ogren, Senior Vice President........................... 50 1992 Howard J. Rudge, Senior Vice President and General Counsel..... 58 1994 John F. Schmutz, Senior Vice President......................... 61 1985 W. Earl Tatum, Senior Vice President........................... 60 1985 - -------- (1) Member of the Board of Directors. The Company's executive officers are elected or appointed for the ensuing year or for an indefinite term, and until their successors are elected or appointed. Each officer named above has been an officer or an executive of DuPont or its subsidiaries during the past five years. 13 PART II Information with respect to the following Items can be found on the indicated pages of Exhibit 13 if not otherwise included herein. ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS The company's common stock is listed on the New York Stock Exchange, Inc. (symbol DD) and certain non-U.S. exchanges. The number of record holders of common stock was 181,264 at December 31, 1993 and 179,171 at March 1, 1994. PAGE(S) -------- Quarterly Financial Data: Dividends Per Share of Common Stock.................................. 64 Market Price of Common Stock (High/Low).............................. 64 ITEM 6. SELECTED FINANCIAL DATA Five-Year Financial Review: Summary of Operations................................................ 65 Financial Position at Year End....................................... 65 General.............................................................. 65 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Letter to Stockholders................................................. 2,4*,5,7 Industry Segment Reviews: Chemicals............................................................ 20-21 Fibers............................................................... 21-23 Polymers............................................................. 23-24 Petroleum............................................................ 24-26 Diversified Businesses............................................... 27-28 Management's Discussion and Analysis: Analysis of Operations............................................... 30-31 Cash Flows and Financial Condition................................... 31-32 Environmental Matters................................................ 33-34 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Financial Statements: Report of Independent Accountants..................................... 36 Consolidated Income Statement for 1993, 1992 and 1991................. 37 Consolidated Balance Sheet as of December 31, 1993 and December 31, 1992................................................................. 38 Consolidated Statement of Stockholders' Equity for 1993, 1992 and 1991................................................................. 39 Consolidated Statement of Cash Flows for 1993, 1992 and 1991.......... 40 Notes to Financial Statements......................................... 41-57 Supplemental Financial Information: Supplemental Petroleum Data: Oil-and-Gas Producing Activities.................................... 58-63 Quarterly Financial Data and related notes for the following items for the two years 1993 and 1992: Sales................................................................. 64 Cost of Goods Sold and Other Expenses................................. 64 Net Income (Loss)..................................................... 64 Earnings (Loss) Per Share of Common Stock............................. 64 ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. - -------- * Exclude photograph and related caption on page 4. 14 PART III Information with respect to the following Items is incorporated by reference to the pages indicated in the company's 1994 Annual Meeting Proxy Statement dated March 18, 1994, filed in connection with the Annual Meeting of Stockholders to be held April 27, 1994. However, information regarding executive officers is contained in Part I of this report (page 13) pursuant to General Instruction G of this form. ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT PAGE(S) ------- Election of Directors................................................... 4-8 Compliance With the Securities Exchange Act............................. 9 ITEM 11. EXECUTIVE COMPENSATION Compensation of Directors............................................... 2-3 Compensation and Stock Option Information............................... 12-13 Retirement Benefits..................................................... 14-15 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT Beneficial Ownership of Securities...................................... 8-9 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Election of Directors................................................... 4-8 PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a) Financial Statements, Financial Statement Schedules and Exhibits 1. Financial Statements (See listing at Part II, Item 8 of this report regarding financial statements, which are incorporated by reference to Exhibit 13.) 2. Financial Statement Schedules The following should be read in conjunction with the previously referenced Financial Statements: ITEM PAGE ---- ---- Report of Independent Accountants on Financial Statement Schedules........ 19 Schedule V--Property, Plant and Equipment................................. 20 Schedule VI--Accumulated Depreciation, Depletion and Amortization of Prop- erty, Plant and Equipment................................................ 21 Footnotes to Schedules V and VI........................................... 22 Schedule VII--Guarantees of Securities of Other Issuers................... 23 Schedule IX--Short-Term Borrowings........................................ 24 Financial Statement Schedules listed under SEC rules but not included in this report are omitted because: a) they are not applicable; b) they are not required under the provisions of Regulation S-X; or c) the required information is shown in the financial statements or notes thereto incorporated by reference. Condensed financial information of the parent company is omitted because restricted net assets of consolidated subsidiaries do not exceed 25% of consolidated net assets. Footnote disclosure of restrictions on 15 the ability of subsidiaries and affiliates to transfer funds is omitted because the restricted net assets of subsidiaries combined with the company's equity in the undistributed earnings of affiliated companies does not exceed 25% of consolidated net assets at December 31, 1993. Separate financial statements of affiliated companies accounted for by the equity method are omitted because no such affiliate individually constitutes a 20% significant subsidiary. 3. EXHIBITS The following list of exhibits includes both exhibits submitted with this Form 10-K as filed with the SEC and those incorporated by reference to other filings: EXHIBIT NUMBER DESCRIPTION ------- ----------- 3.1 Company's Certificate of Incorporation, as last amended December 22, 1989 (incorporated by reference to Exhibit 3.1 of the company's Annual Report on Form 10-K for the year ended December 31, 1989). 3.2 Company's Bylaws, as last revised November 24, 1993. 4 The company agrees to provide the Commission, on request, copies of instruments defining the rights of holders of long-term debt of the company and its subsidiaries. 10.1 Amendment dated as of March 26, 1986 to, and restatement of, the Agreement dated as of October 2, 1981 between The Seagram Company Ltd. and the company (incorporated by reference to Exhibit 10.1 of the company's Annual Report on Form 10-K for the year ended December 31, 1991). 10.2* Company's Corporate Sharing Plan, as last amended August 28, 1991 (incorporated by reference to Exhibit 10.2 of the company's Annual Report on Form 10-K for the year ended December 31, 1992). 10.3* Company's Deferred Compensation Plan for Directors, as last amended November 21, 1986 (incorporated by reference to Exhibit 10.3 of the company's Annual Report on Form 10-K for the year ended December 31, 1992). 10.4* Company's Supplemental Retirement Income Plan, as last amended effective October 1, 1991 (incorporated by reference to Exhibit 10.4 of the company's Annual Report on Form 10-K for the year ended December 31, 1991). 10.5* Company's Pension Restoration Plan, as last amended effective October 1, 1991 (incorporated by reference to Exhibit 10.5 of the company's Annual Report on Form 10-K for the year ended December 31, 1991). 10.6* Retirement Restoration Plan of Conoco Inc., as last amended effective July 23, 1990 (incorporated by reference to Exhibit 10.6 of the company's Annual Report on Form 10-K for the year ended December 31, 1990). 10.7* Company's Stock Option Plan, as last amended effective April 29, 1992 (incorporated by reference to Exhibit 10.7 of the company's Annual Report on Form 10-K for the year ended December 31, 1992). 11 Statement re computation of earnings per share--assuming full dilution. 12 Statement re computation of the ratio of earnings to fixed charges. 13 The 1993 "Letter to Stockholders," Business Review Section, and Financial Information Section of the Annual Report to Shareholders for the year ended December 31, 1993, which are furnished to the Commission for information only, and not filed except as expressly incorporated by reference in this Report. 21 Subsidiaries of the Registrant. 23 Consent of Independent Accountants. - -------- * Management contract or compensatory plan or arrangement required to be filed as an exhibit to this Form 10-K. 16 (b) Reports on Form 8-K The following Current Report on Form 8-K was filed during the quarter ended December 31, 1993. (1) On October 27, 1993, a Current Report on Form 8-K was filed in connection with Debt Securities that may be offered on a delayed or continuous basis under its Registration Statements on Form S-3 (No. 33- 39161 and No. 33-48128). Under Item 7, "Financial Statements and Exhibits," the Registrant's Earnings Press Release, dated October 27, 1993 was filed. 17 SIGNATURES PURSUANT TO THE REQUIREMENTS OF SECTION 13 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 AND IN THE CAPACITIES INDICATED, ON THE 18TH DAY OF MARCH, 1994. E. I. DU PONT DE NEMOURS AND COMPANY (Registrant) C. L. Henry By______________________________________ C. L. HENRY SENIOR VICE PRESIDENT--DUPONT FINANCE (PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER) PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS REPORT HAS BEEN SIGNED ON THE 18TH DAY OF MARCH 1994, BY THE FOLLOWING PERSONS ON BEHALF OF THE REGISTRANT IN THE CAPACITIES INDICATED: CHAIRMAN AND DIRECTOR (PRINCIPAL EXECUTIVE OFFICER): E. S. Woolard, Jr. - ------------------------- E. S. WOOLARD, JR. VICE CHAIRMAN AND VICE CHAIRMAN AND DIRECTOR: DIRECTOR: J. A. Krol C. S. Nicandros - ------------------------- ------------------------- J. A. KROL C. S. NICANDROS DIRECTORS: P. N. Barnevik L. C. Duemling M. P. MacKimm - ------------------------- ------------------------- ------------------------- P. N. BARNEVIK L. C. DUEMLING M. P. MACKIMM E. P. Blanchard, Jr. E. B. Du Pont W. K. Reilly - ------------------------- ------------------------- ------------------------- E. P. BLANCHARD, JR. E. B. DU PONT W. K. REILLY A. F. Brimmer C. M. Harper H. R. Sharp, III - ------------------------- ------------------------- ------------------------- A F. BRIMMER C. M. HARPER H. R. SHARP, III C. R. Bronfman R. E. Heckert C. M. Vest - ------------------------- ------------------------- ------------------------- C. R. BRONFMAN R. E. HECKERT C. M. VEST E. M. Bronfman H. W. Johnson J. L. Weinberg - ------------------------- ------------------------- ------------------------- E. M. BRONFMAN H. W. JOHNSON J. L. WEINBERG E. Bronfman, Jr. E. L. Kolber - ------------------------- ------------------------- E. BRONFMAN, JR. E. L. KOLBER 18 REPORT OF INDEPENDENT ACCOUNTANTS ON FINANCIAL STATEMENT SCHEDULES To the Stockholders and the Board of Directors of E. I. du Pont de Nemours and Company Our audits of the consolidated financial statements referred to in our report dated February 17, 1994 appearing on page 36 of the 1993 Annual Report to Stockholders of E. I. du Pont de Nemours and Company, (which report and consolidated financial statements are incorporated by reference in this Annual Report on Form 10-K) also included an audit of the Financial Statement Schedules listed in Item 14(a) of this Form 10-K. In our opinion, these Financial Statement Schedules present fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. PRICE WATERHOUSE Thirty South Seventeenth Street Philadelphia, Pennsylvania 19103 February 17, 1994 19 E. I. DU PONT DE NEMOURS AND COMPANY AND CONSOLIDATED SUBSIDIARIES SCHEDULE V--PROPERTY, PLANT AND EQUIPMENT(a) FOR THE YEARS 1993, 1992 AND 1991 (DOLLARS IN MILLIONS) - ------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------ COLUMN A COLUMN B COLUMN C. COLUMN D COLUMN E COLUMN F - ------------------------------------------------------------------------------------ BALANCE AT OTHER BALANCE AT BEGINNING ADDITIONS CHANGES - END OF CLASSIFICATION OF YEAR AT COST RETIREMENTS ADD(DEDUCT)(b) YEAR - ------------------------------------------------------------------------------------ 1993 Chemicals............. $ 4,946 $ 294 $ 253 $ (3) $ 4,984 Fibers................ 9,875 751 308 (38) 10,280 Polymers.............. 7,567 428 292 39 7,742 Petroleum............. 17,499 1,659 1,460 -- 17,698 Diversified Business- es................... 5,504 329 571 3 5,265 Corporate............. 1,844 194 81 -- 1,957 ------- ------ ------- ------- ------- Total............... $47,235 $3,655 $ 2,965 $ 1 $47,926 ======= ====== ======= ======= ======= 1992 Chemicals............. $ 4,655 $ 366 $ 122 $ 47 $ 4,946 Fibers................ 9,344 856 280 (45) 9,875 Polymers.............. 7,142 642 203 (14) 7,567 Petroleum............. 16,248 1,781 529 (1) 17,499 Diversified Business- es................... 5,153 558 217 10 5,504 Corporate............. 1,649 194 2 3 1,844 ------- ------ ------- ------- ------- Total............... $44,191 $4,397 $ 1,353 $ -- $47,235 ======= ====== ======= ======= ======= 1991 Chemicals............. $ 4,406 $ 476 $ 160 $ (67) $ 4,655 Fibers................ 8,828 765 285 36 9,344 Polymers.............. 6,754 607 162 (57) 7,142 Petroleum............. 14,592 2,301 624 (21) 16,248 Diversified Business- es................... 8,658 680 343 (3,842) 5,153 Corporate............. 1,581 197 -- (129) 1,649 ------- ------ ------- ------- ------- Total............... $44,819 $5,026 $ 1,574 $(4,080) $44,191 ======= ====== ======= ======= ======= - -------- See page 22 for footnotes. 20 E. I. DU PONT DE NEMOURS AND COMPANY AND CONSOLIDATED SUBSIDIARIES SCHEDULE VI--ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION OF PROPERTY, PLANT AND EQUIPMENT(a) FOR THE YEARS 1993, 1992 AND 1991 (DOLLARS IN MILLIONS) - -------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------- COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F - -------------------------------------------------------------------------------------- ADDITIONS BALANCE AT CHARGED TO OTHER BALANCE AT BEGINNING COST AND CHANGES - END OF DESCRIPTION OF YEAR EXPENSES(b) RETIREMENTS ADD(DEDUCT)(c) YEAR - -------------------------------------------------------------------------------------- 1993 Chemicals............. $ 2,907 $ 303 $ 101 $ (2) $ 3,107 Fibers................ 6,166 658 306 (35) 6,483 Polymers.............. 4,403 527 428 37 4,539 Petroleum............. 8,188 1,339 942 -- 8,585 Diversified Business- es................... 2,999 460 446 -- 3,013 Corporate............. 690 124 38 -- 776 ------- ------ ------- ------- ------- Total............... $25,353 $3,411 $ 2,261 $ -- $26,503 ======= ====== ======= ======= ======= 1992 Chemicals............. $ 2,708 $ 317 $ 169 $ 51 $ 2,907 Fibers................ 5,908 592 281 (53) 6,166 Polymers.............. 4,196 409 197 (5) 4,403 Petroleum............. 7,398 985 195 -- 8,188 Diversified Business- es................... 2,782 410 204 11 2,999 Corporate............. 589 105 -- (4) 690 ------- ------ ------- ------- ------- Total............... $23,581 $2,818 $ 1,046 $ -- $25,353 ======= ====== ======= ======= ======= 1991 Chemicals............. $ 2,657 $ 294 $ 152 $ (91) $ 2,708 Fibers................ 5,633 566 279 (12) 5,908 Polymers.............. 3,918 445 146 (21) 4,196 Petroleum............. 6,748 927 271 (6) 7,398 Diversified Business- es................... 4,215 571 317 (1,687) 2,782 Corporate............. 546 98 -- (55) 589 ------- ------ ------- ------- ------- Total............... $23,717 $2,901 $ 1,165 $(1,872) $23,581 ======= ====== ======= ======= ======= - -------- See page 22 for footnotes. 21 E. I. DU PONT DE NEMOURS AND COMPANY AND CONSOLIDATED SUBSIDIARIES (DOLLARS IN MILLIONS) SCHEDULE V--FOOTNOTES (a) See Property, Plant and Equipment (PP&E) in Note 1 to the company's Consolidated Financial Statements on page 41 of Exhibit 13 for accounting policy with respect to certain additions and retirements. (b) Principally reflects intersegment transfers. In addition, 1991 reflects restructuring of the coal business described in Note 6 on page 43 of Exhibit 13. SCHEDULE VI--FOOTNOTES (a) See Property, Plant and Equipment in Note 1 to the company's Consolidated Financial Statements on page 41 of Exhibit 13 for accounting policy with respect to the methods and rates used for depreciation, depletion and amortization. (b) The following reconciles the amounts shown herein as Additions Charged to Cost and Expenses and the amounts shown as Depreciation, Depletion and Amortization in the Consolidated Income Statement on page 37 of Exhibit 13. 1993 1992 1991 ------ ------ ------ Depreciation, Depletion and Amortization per Sched- ule VI............................................. $3,411 $2,818 $2,901 Included in Research and Development Expense........ (84) (85) (110) Impairment of Unproved Properties included in Exploration Expenses............................... (50) (66) (105) Provision for Dismantlement and Abandonment Costs... 40 21 16 Included in Restructuring Charges................... (484) (33) (62) ------ ------ ------ Per Consolidated Income Statement................... $2,833 $2,655 $2,640 ====== ====== ====== (c) Principally reflects intersegment transfers. In addition, 1991 reflects restructuring the coal business described in Note 6 on page 43 of Exhibit 13. 22 E.I DUPONT DE NEMOURS AND COMPANY AND CONSOLIDATED SUBSIDIARIES SCHEDULE VII--GUARANTEES OF SECURITIES OF OTHER ISSUERS AS OF DECEMBER 31, 1993 (DOLLARS IN MILLIONS) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- COLUMN A COLUMN B COLUMN C COLUMN F - -------------------------------------------------------------------------------- NAME OF ISSUER TITLE OF ISSUE OF SECURITIES OF EACH CLASS TOTAL AMOUNT NATURE GUARANTEED BY PERSON FOR OF SECURITIES GUARANTEED OF WHICH STATEMENT IS FILED GUARANTEED AND OUTSTANDING GUARANTEE(a) - -------------------------------------------------------------------------------- C&L Processors Partnership. Bank Loan $ 32 Principal & Interest Consol Energy Inc.......... Revenue Bonds 103(b) Principal Crosfield Electronics Lim- ited...................... Bank Loans 43 Principal & Interest Retail Facilities Loan Pro- gram...................... Bank Loans 27 Principal & Interest Jupiter Sulfur Inc......... Bank Loan 38 Principal & Interest Polar Lights Company....... Bank Loans 200 Principal & Interest - -------- Note: Columns D, E and G have been omitted as the answers thereto were "none." (a) The annual aggregate amount of interest guaranteed is approximately $22. (b) DuPont has received a cross-guarantee for 50% of this amount from another party. 23 E. I. DU PONT DE NEMOURS AND COMPANY AND CONSOLIDATED SUBSIDIARIES SCHEDULE IX--SHORT-TERM BORROWINGS FOR THE YEARS 1993, 1992 AND 1991 (DOLLARS IN MILLIONS) - ------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------- COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F - ------------------------------------------------------------------------------------------------- AT YEAR END DURING THE YEAR ------------------------- ---------------------------------------------- WEIGHTED WEIGHTED CATEGORY OF AVERAGE MAXIMUM AVERAGE AVERAGE SHORT-TERM BORROWINGS BALANCE INTEREST RATE(a) OUTSTANDING OUTSTANDING(b) INTEREST RATE(a)(b) - ------------------------------------------------------------------------------------------------- 1993 - ---- Commercial Paper(c)... $ 325 3.3% $3,363 $2,517 3.1% Bank Borrowings: --U.S. Dollars...... 25 4.9 216 133 6.6 --Other Currencies(d)(e)... 395 5.9 411 256 5.9 Master Notes(f)....... 495 3.2 533 427 3.1 1992 - ---- Commercial Paper(c)... $2,182 3.5% $3,038 $1,995 3.6% Bank Borrowings: --U.S. Dollars(g)... 169 3.9 169 52 4.2 --Other Currencies(h)(e)... 262 7.7 399 295 9.0 Master Notes(f)....... 570 3.6 883 515 3.7 1991 - ---- Commercial Paper(c)... $ 102 4.5% $3,174 $2,242 6.0% Bank Borrowings: --U.S. Dollars(i)... 21 2.8 842 829 6.2 --Other Currencies(e)...... 156 15.1 330 248 12.7 Master Note(f)........ 394 4.7 642 382 5.9 - -------- (a) Indicated interest rates exclude the effect of interest rate swap agreements that effectively convert floating rate borrowings to fixed rate borrowings. (b) Based on month-end data, except for commercial paper and master notes which are based on daily data, and certain non-U.S. subsidiary bank borrowings which are based on quarterly data. (c) Unsecured promissory notes with maturities not in excess of 270 days. (d) Includes 1,173 million Norwegian Krone borrowings (U.S. $158) with an average interest rate of 5.9%. (e) Average interest rates include the effect of borrowings in certain currencies where local inflation has resulted in relatively high interest rates. (f) Master notes were issued to U.S. banks and are payable on demand. (g) Includes $157 with a floating money market based interest rate. (h) Includes 200 million Australian dollar borrowings (U.S. $140) with a floating money market based interest rate. (i) Interest rates include the effect of a subsidiary's 0% interest export incentive financing. 24 E. I. DU PONT DE NEMOURS AND COMPANY INDEX OF EXHIBITS EXHIBIT NUMBER DESCRIPTION ------- ----------- 3.1 Company's Certificate of Incorporation, as last amended December 22, 1989 (incorporated by reference to Exhibit 3.1 of the company's Annual Report on Form 10-K for the year ended December 31, 1989). 3.2 Company's Bylaws, as last revised November 24, 1993. 4 The company agrees to provide the Commission, on request, copies of instruments defining the rights of holders of long-term debt of the company and its subsidiaries. 10.1 Amendment dated as of March 26, 1986 to, and restatement of, the Agreement dated as of October 2, 1981 between The Seagram Company Ltd. and the company (incorporated by reference to Exhibit 10.1 of the company's Annual Report on Form 10-K for the year ended December 31, 1991). 10.2* Company's Corporate Sharing Plan, as last amended August 28, 1991 (incorporated by reference to Exhibit 10.2 of the company's Annual Report on Form 10-K for the year ended December 31, 1992). 10.3* Company's Deferred Compensation Plan for Directors, as last amended November 21, 1986 (incorporated by reference to Exhibit 10.3 of the company's Annual Report on Form 10-K for the year ended December 31, 1992). 10.4* Company's Supplemental Retirement Income Plan, as last amended effective October 1, 1991 (incorporated by reference to Exhibit 10.4 of the company's Annual Report on Form 10-K for the year ended December 31, 1991). 10.5* Company's Pension Restoration Plan, as last amended effective October 1, 1991 (incorporated by reference to Exhibit 10.5 of the company's Annual Report on Form 10-K for the year ended December 31, 1991). 10.6* Retirement Restoration Plan of Conoco Inc., as last amended effective July 23, 1990 (incorporated by reference to Exhibit 10.6 of the company's Annual Report on Form 10-K for the year ended December 31, 1990). 10.7* Company's Stock Option Plan, as last amended effective April 29, 1992 (incorporated by reference to Exhibit 10.7 of the company's Annual Report on Form 10-K for the year ended December 31, 1992). 11 Statement re computation of earnings per share--assuming full dilution. 12 Statement re computation of the ratio of earnings to fixed charges. 13 The 1993 "Letter to Stockholders," Business Review Section, and Financial Information Section of the Annual Report to Shareholders for the year ended December 31, 1993, which are furnished to the Commission for information only, and not filed except as expressly incorporated by reference in this Report. 21 Subsidiaries of the Registrant. 23 Consent of Independent Accountants. - -------- * Management contract or compensatory plan or arrangement required to be filed as an exhibit to this Form 10-K.