1994
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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, 1994 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
(I.R.S. EMPLOYER IDENTIFICATION NO.)
(STATE OR OTHER JURISDICTION OF
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
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 .
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Aggregate market value of voting stock (excluding outstanding shares
beneficially owned by directors and officers) as of March 7, 1995, was
approximately $28.1 billion. As of such date, 681,246,974 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
REFERENCE IN PART NO.
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The company's 1994 Annual Report to Stockholders........ I, II, and IV
The company's Proxy Statement, dated March 17, 1995, in
connection with the Annual Meeting of Stockholders to
be held on April 26, 1995.............................. III
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E. I. DU PONT DE NEMOURS AND COMPANY
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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.
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TABLE OF CONTENTS
PAGE
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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 ........ 14
Executive Officers of the Registrant........................ 14
PART II
Item 5. Market for the Registrant's Common Equity and Related
Stockholder Matters........................................ 15
Item 6. Selected Financial Data .................................... 15
Management's Discussion and Analysis of Financial Condition
Item 7. and Results of Operations ................................. 15
Item 8. Financial Statements and Supplementary Data ................ 16
Item 9. Disagreements on Accounting and Financial Disclosure ....... 16
PART III
Item 10. Directors and Executive Officers of the Registrant ......... 16
Item 11. Executive Compensation ..................................... 16
Item 12. Security Ownership of Certain Beneficial Owners and
Management ................................................ 16
Item 13. Certain Relationships and Related Transactions ............. 16
PART IV
Exhibits, Financial Statement Schedules and Reports on Form
Item 14. 8-K ....................................................... 17
Signatures............................................................ 19
NOTE ON INCORPORATION BY REFERENCE
Throughout this report, various information and data are incorporated by
reference to portions of the company's 1994 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 1993, ranked eighth in the worldwide production of petroleum liquids by
U.S.-based companies, ninth in the production of natural gas, and seventh in
refining capacity. 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.
The company operates globally through 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 47% 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 1994 was about 107,000
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 1994:
Letter to Stockholders.............................................. 1-4*
Industry Segment Reviews:
Business Discussions, Principal Products and Principal Markets:
Chemicals......................................................... 16-17**
Fibers............................................................ 18-19**
Polymers.......................................................... 20-21**
Petroleum......................................................... 22-25**
Diversified Businesses............................................ 26-28**
Sales, Transfers, Operating Profit, After-Tax Operating Income, and
Identifiable Assets for 1994, 1993, and 1992....................... 61-63
Geographic Information:
Sales, Transfers, After-Tax Operating Income, Identifiable Assets,
and U.S. Export Sales for 1994, 1993, and 1992..................... 60
Revenues by Product Class (See footnote 1 on page 62 of Exhibit 13)... 62
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* Includes text of letter except for inserts and for chart on page 3 and
references thereto.
** Each review starts with paragraph describing segment products and principal
markets; information above such paragraph is excluded.
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 1994 are listed below:
DIVERSIFIED
CHEMICALS FIBERS BUSINESSES POLYMERS
--------- ------ ----------- --------
acetylene adipic acid aluminum acetic acid
benzene ammonia gold butadiene
carbon-
tetrachloride butadiene metribuzin caustic soda
caustic soda cyclohexane palladium/platinum chlorine
chlorine ethylene glycol silver ethane
chloroform isophthalic acid ethylene glycol
cyclohexane nitrogen fiberglass
fluorspar packaging materials nitrogen
hydrofluoric acid paraxylene packaging materials
methanol polyethylene paraxylene
oxygen/nitrogen 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 58% of the crude oil processed in
the company's U.S. refineries in 1994 came from U.S. sources. In 1994, the
company's refineries outside the United States processed principally North Sea
and Middle East crude oils.
In addition, during 1994, 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
1994, the company was granted 491 U.S. and 1,933 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
produced and sold 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, People's 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 (including national 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 1-4 and (2) Industry
Segment Reviews on pages 16-28.
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, The 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
pages 3 and 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 1990 through 1994 are included under the heading "General" of the
Five-Year Financial Review on page 73 of Exhibit 13.
5
ENVIRONMENTAL MATTERS
Information relating to environmental matters is included in two areas of
Exhibit 13: (1) "Management's Discussion and Analysis" on pages 34-36; and (2)
Note 28 to the Financial Statements on page 59.
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. In certain
circumstances the company has attempted to minimize its exposure by carrying
political risk insurance.
The profitability of the company's exploration and production operations is
similarly 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 16-28. 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 contained
in Notes 13 and 20 to the company's consolidated financial statements on pages
49 and 52 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
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Beaumont Edge Moor Front Royal Brevard
Corpus Christi Glasgow James River Fayetteville
LaPorte Newark Martinsville Kinston
Orange Seaford Richmond Raleigh
Victoria Waynesboro Wilmington
TENNESSEE WEST VIRGINIA SOUTH CAROLINA NEW JERSEY
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Chattanooga Belle Camden Deepwater
Memphis Martinsburg Charleston Parlin
New Johnsonville Parkersburg Florence
Old Hickory
6
Property, plant and equipment outside the United States and Puerto Rico is
located at about 70 sites, principally in Canada, the United Kingdom, Germany,
The Netherlands, Luxembourg, Singapore, Mexico, Taiwan, Spain, France, Brazil,
Japan, Republic of Korea, Belgium and Argentina. 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 87% in 1994, 85% in 1993, and
88% in 1992. 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 22-25 and 64-70 of Exhibit 13. Estimated proved reserves of oil and
gas are found on pages 66 and 67 of Exhibit 13. Information regarding the
company's refining, marketing, supply, and transportation properties is also
provided on pages 22-25 of Exhibit 13.
PETROLEUM PRODUCTION
The following tables show the company's interests in petroleum liquids
production and natural gas deliveries. Petroleum liquids production comprises
crude oil and condensate produced for the company's account plus its share of
natural gas liquids (NGL's) removed from natural gas deliveries from owned
leases and NGL's acquired through gas plant ownership. Natural gas deliveries
represent Conoco's share of deliveries from leases in which the company has an
ownership interest.
1994 1993 1992
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[THOUSANDS OF BARRELS DAILY (MBD)]
Petroleum Liquids Production
Consolidated Companies
Crude Oil, Condensate, and Natural Gas Li-
quids from Owned Reserves:
United States............................ 94 108 110
Europe................................... 160 152 132
Other Regions............................ 109 107 93
----------- ----------- -----------
Subtotal from Owned Reserves........... 363 367 335
Natural Gas Liquids from Gas Plant Owner-
ship:
United States............................ 57 55 54
----------- ----------- -----------
Total Production--Consolidated Opera-
tions................................. 420 422 389
Share of Equity Affiliates
Crude Oil, Condensate, and Natural Gas Li-
quids from Owned Reserves................. 4 -- --
Natural Gas Liquids from Gas Plant Owner-
ship...................................... 12 12 7
----------- ----------- -----------
Total Production--Equity Affiliates.... 16 12 7
----------- ----------- -----------
Total Petroleum Liquids Production..... 436 434 396
=========== =========== ===========
[MILLION CUBIC FEET DAILY (MMCFD)]
Natural Gas Deliveries
Consolidated Companies
Natural Gas Deliveries from Owned Reserves:
United States............................ 871 834 762
Europe................................... 398 409 360
Other Regions............................ 44 50 55
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Subtotal Fully Consolidated............ 1,313 1,293 1,177
Share of Equity Affiliates
Natural Gas Deliveries from Owed Reserves:
United States............................ 34 18 3
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Total Worldwide........................ 1,347 1,311 1,180
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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 64 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 22-25 of Exhibit 13.
UNITED OTHER
STATES EUROPE REGIONS
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(U.S. DOLLARS)
For the year ended December 31, 1994
Average production costs per barrel equivalent of
petroleum produced(a)................................. $3.99 $4.37 $1.62
Average sales prices of produced petroleum(b)
Per barrel of crude oil and condensate sold.......... 13.36 15.65 15.18
Per thousand cubic feet (MCF) of natural gas sold.... 1.78 2.90 1.61
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 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
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(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, 1994
Number of wells drilling*
Gross....................................... 33 12 15 6
Net......................................... 19 9 5 5
Number of productive wells**
Oil wells--gross............................ 12,867 12,263 242 362
--net.................................... 4,356 4,202 26 128
Gas wells--gross............................ 7,489 7,366 66 57
--net................................... 2,932 2,855 23 54
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* Includes wells being completed.
** Approximately 165 gross (77 net) oil wells and 722 gross (229 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, 1994
Developed acreage
Gross....................................... 8,023 3,350 899 3,774
Net......................................... 3,592 1,852 269 1,471
Undeveloped acreage
Gross....................................... 79,878 1,772 5,182 72,924
Net......................................... 51,158 1,271 2,228 47,659
NET EXPLORATORY AND DEVELOPMENT WELLS DRILLED
TOTAL UNITED OTHER
WORLDWIDE STATES EUROPE REGIONS
--------- ------ ------ -------
(NUMBER OF NET WELLS COMPLETED)
For the year ended December 31, 1994
Exploratory--productive...................... 23.8 16.2 2.8 4.8
--dry................................... 39.3 30.0 1.7 7.6
Development--productive...................... 116.4 88.7 5.5 22.2
--dry................................... 14.3 13.3 0.0 1.0
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
ESTIMATES OF TOTAL PROVED RESERVES FILED WITH OTHER FEDERAL AGENCIES COVERING
THE YEAR 1994
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
Upstream operations in the United States include consolidated interests in 30
natural gas processing plants located in Colorado, Louisiana, New Mexico,
Oklahoma and Texas. Sixteen of the plants are operated by the company. The
company's share of total natural gas liquids production (NGL) from the 30
plants averaged 71,881 barrels per day in 1994 and 68,631 barrels per day in
1993, of which 14,537 barrels per day in 1994 and 13,937 barrels per day in
1993 came from produced natural gas. Conoco's 50% owned equity affiliate, C&L
Processors Partnership, has an additional 12 natural gas processing plants in
Oklahoma and Texas, and the company's pro rata share of NGL production was
7,908 in 1994 and 7,885 in 1993. Other natural gas and gas products facilities
in the United States include an 800-mile intrastate natural gas pipeline system
in Louisiana operated by Conoco's 100% owned subsidiary Louisiana Gas System,
Inc., natural gas
9
and natural gas liquids pipelines in several states, and a 22.5% equity
interest in a 104,000-barrel-per-day natural gas liquids fractionating plant in
Mt. Belvieu, Texas, owned by affiliated Gulf Coast Fractionators.
Outside the United States, the company's Conoco (U.K.) Limited subsidiary
operates a 50% owned gas processing facility at Theddlethorpe, England.
Kinetica, a 50% joint venture between Conoco (U.K.) and electricity generator
PowerGen, transports and markets natural gas in England. Phoenix Park Gas
Processors, a 40% owned equity affiliate, operates a natural gas plant at Point
Lisas, Trinidad.
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
England and has a 25% interest in a refinery at Karlsruhe in Germany. In
November 1994, Conoco and Petronas each acquired a 50% interest in a company
that will build a 100,000-barrel-per-day refinery near the city of Melaka,
Malaysia, with completion in late 1997. Conoco and Petronas are evaluating
potential third partners that would acquire a 15% interest in the joint venture
and would lower Conoco's ownership to 40% and Petronas' ownership to 45%.
Capacities at year-end 1994 as well as inputs processed during 1994 are
summarized in the following table:
TOTAL UNITED UNITED
WORLDWIDE STATES KINGDOM GERMANY*
--------- ------ ------- --------
(THOUSANDS OF BARRELS DAILY)
At December 31, 1994
Refinery crude oil and condensate distilla-
tion capacity (excluding additional
feedstocks input to other refinery units). 602 429 130 43
For the year ended December 31, 1994
Inputs processed Crude oil and condensate.. 593 422 125 46
Additional feedstocks input to other refin-
ery units................................. 103 29 59 15
- --------
* Represents 25% interest in the Karlsruhe refinery.
Utilization of refinery capacity depends on the market demand for petroleum
products, availability of crude oil and other feedstocks, and the economics of
converting crude oil into refined products.
The company announced in August 1994 the formation of Excel Paralubes, a
company owned 50% each by Conoco and Atlas Processing Company (a Pennzoil
subsidiary), to construct a lube oil hydrocracker facility at Lake Charles,
Louisiana, to produce more than 15,000 barrels per day of high-quality base
oils to be used in finished lubricants.
MARKETING
In the United States, the company sells refined products at retail in 39
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, Spain, Sweden and Thailand.
SUPPLY AND TRANSPORTATION
The company has an extensive pipeline system for crude oil and refined
products. Information concerning daily pipeline shipments is presented below:
1994 1993 1992
------- ------- -------
(THOUSANDS OF BARRELS)
Average Daily Pipeline Shipments
Pipeline shipments of consolidated companies......... 849 761 816
Equity in shipments of nonconsolidated affiliates.... 365 366 334
10
Conoco Pipe Line Company (CPL), a wholly owned subsidiary and operator of the
company's U.S. petroleum pipeline system, transported approximately 820
thousand barrels per day of crude oil and refined products in 1994. 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:
1994 1993 1992
---- ---- ----
(THOUSANDS OF DEADWEIGHT TONS)
Controlled Seagoing Vessel Capacity
Owned or Leased............................... 881 1,139 947
Trip Charter.................................. -- -- 174
--- ----- -----
Total Capacity.............................. 881 1,139 1,121
=== ===== =====
(NUMBER OF VESSELS)
Number of Vessels 80,000 DWT and Above
Single Hull................................... 3 4 6
Double Hull................................... 4 4 2
--- ----- -----
Total Vessels............................... 7 8 8
=== ===== =====
ITEM 3. LEGAL PROCEEDINGS
In 1991, DuPont received claims by growers that use of "Benlate" 50 DF
fungicide had caused crop damages. Based on the belief that "Benlate" 50 DF
would be found to be a contributor to the claimed damage, DuPont paid claims.
In 1992, after 18 months of extensive research, DuPont scientists concluded
that "Benlate" 50 DF was not responsible for plant damage reports received
since March 1991. Concurrent with these research findings, DuPont stopped
paying claims relating to those reports. To date, DuPont has been served with
more than 660 lawsuits in several jurisdictions, principally Florida, Hawaii,
and Puerto Rico, by growers who allege plant damage from using "Benlate" 50 DF
fungicide. Over half of the lawsuits brought against the company since 1991
have been disposed of by trial, dismissal or settlement, including 330 in 1994
and 45 thus far in 1995. There were four jury trials involving nine lawsuits
completed in 1994. In the first three trials in Florida and Alabama, the juries
found no product defect and no damages attributable to "Benlate" 50 DF
fungicide. In the fourth trial involving one lawsuit in South Carolina, the
jury found against DuPont and awarded damages of $17.2 million to the
plaintiff. The trial judge, however, later struck the punitive damages portion
of the award reducing the jury verdict to about $7.5 million. In January 1995,
at the conclusion of a seven-month trial in Kona, Hawaii, the jury awarded the
plaintiff $23.9 million. DuPont believes it has strong grounds for setting both
of these adverse verdicts aside on appeal. A second trial in Hawaii of nine
consolidated cases resulted, in March 1995, in a total award of $8.5 million in
compensatory damages. The plaintiffs' request for punitive damages was denied.
DuPont plans to appeal. Also in March 1995, a trial involving two growers in
Puerto Rico was resolved in accordance with the terms of a judgment agreement
negotiated with the plaintiffs before the jury verdict was returned. With the
conclusion of these most recent trials, only three of the 125 cases involving
"Benlate" 50 DF filed in Puerto Rico and three of more than 100 filed in Hawaii
remain unresolved. DuPont believes that "Benlate" 50 DF fungicide did not cause
the alleged damages and intends to prove this in ongoing matters.
Since 1989, DuPont has been served with about 100 lawsuits in several
jurisdictions, principally in Texas, Maryland, Arizona, Colorado and New Jersey
alleging damages as a result of leaks in certain polybutylene
11
plumbing systems. In most cases, DuPont is a codefendant with Shell, Hoechst-
Celanese, and parts manufacturers. The polybutylene plumbing systems consist of
flexible pipe extruded from polybutylene connected by fittings made from
acetal. Shell Chemical is the sole producer of polybutylene; the acetals are
provided by Hoechst-Celanese and DuPont. It is not known how many commercial
and residential units nationwide have plumbing systems containing acetals
manufactured by DuPont. During 1994, DuPont settled a majority of the Texas
lawsuits in which it was a defendant. In these cases DuPont will provide up to
$34 million to cover approximately 64,000 claims. DuPont has not been to trial
in any case. Class certification was denied in February 1995 in a nationwide
class action filed in state court in Houston, Texas. Other class actions have
been filed in Arizona, New Jersey, Colorado and San Diego County, California.
The total number of potential plaintiffs included in all class actions filed
has not been determined at this time. Claims outside of litigation are handled
by the Plumbing Claims Group, a nonprofit corporation formed and funded by
Shell, Hoechst-Celanese and DuPont to carry out repairs to leaking
polybutylene/acetal plumbing systems.
The company's balance sheets reflect accruals for estimated costs associated
with these matters. Adverse changes in estimates of such costs could result in
additional future charges.
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. DuPont has agreed to settle the EPA civil complaint
on behalf of itself and two of its contractors for $1 million. The EPA has
agreed to terminate its stop sale order and recall request with respect to the
product.
On June 28, 1991, DuPont 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 that 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 the EPA's issuance of new reporting
criteria (delayed since 1991), a second phase of the audit will begin.
On October 18, 1991, the EPA issued an Administrative Order under the
Resource Conservation and Recovery Act (RCRA) directing Conoco Pipeline 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 filed a lawsuit against 10 entities, including CPLC, to enforce the
Order and collect penalties. CPLC has settled this matter with the U.S.
Government, and that settlement has been approved by the Court. CPLC along with
four other companies has agreed to a cleanup of this site which is estimated to
cost between $4.4 million and $8.9 million and pay as a group $300,000 in civil
penalties. CPLC's share of this settlement is approximately 8%. CPLC has
proceeded against other parties to reduce its share of the settlement.
12
On October 15, 1993, the 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 were
alleged unauthorized discharges, effluent limitation violations and monitoring
and reporting violations under the plant's wastewater permit. On April 20,
1994, the government and DuPont reached a settlement in this action under the
terms of which DuPont agreed to pay a civil penalty of $516,430 and to
implement a Supplemental Environmental Project with an estimated cost to DuPont
of $3.2 million. A Consent Order resolving the matter was entered by the
District Court October 7, 1994.
On December 21, 1993, Conoco's Denver refinery received a Notice of Violation
from the 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 the 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.
On April 11, 1994, the Texas Natural Resource Conservation Commission (TNRCC)
issued a Notice of Executive Director's Preliminary Report and Petition for a
TNRCC Order assessing penalties of $122,640 for alleged violations at DuPont's
Beaumont Works Plant of the Texas Solid Waste Disposal Act, the Texas Water
Code and the applicable regulations. The matter has been resolved at the staff
level through settlement. DuPont, without admitting the truth of any
allegation, has agreed to pay a penalty of $90,000.
On May 13, 1994, the EPA, Region II, filed an Administration Complaint
seeking a $143,000 penalty alleging that DuPont's Deepwater, New Jersey,
facility failed to file Emergency Planning Community Right-To-Know Act/Toxic
Release Inventory report forms for two chemical substances. The parties settled
the Administrative Complaint on December 5, 1994. Under the terms of the
settlement the EPA withdrew one allegation and agreed to clarify the regulation
supporting its remaining allegation. DuPont paid a penalty of $56,250 and
agreed to conduct a Supplemental Environmental Project.
On June 30, 1994, the California Department of Toxic Substances Control
issued to DuPont's Antioch Works in Antioch, California, an Enforcement Order
alleging violations of state hazardous waste regulations. The alleged
violations center principally on the status of several tanks at the site. The
Order would require DuPont to undertake certain remedial activities around the
tanks and pay a fine of $200,000. DuPont has filed a Notice of Defense in the
matter for a hearing before the Office of Administrative Hearings of the
California Department of General Services.
On July 1, 1994, the EPA issued a proposed Administrative Penalty Assessment
to Conoco Inc. for alleged violations of the Clean Water Act related to
wastewater discharges from Conoco's Lake Charles, Louisiana, refinery. The
proposed Penalty Assessment sought a civil penalty of $125,000 for alleged
discharge permit exceedences that occurred during the past five years. The
company has reached agreement with the EPA on the wording of the Consent
Agreement and Order assessing administrative penalties and has now resolved the
matter with payment of a fine of $125,000.
On July 15, 1994, Conoco's Denver, Colorado, refinery received a Notice of
Violation (NOV) and Cease and Desist Order from the State of Colorado for
violations of its state clean water permit. The NOV alleges twenty-one
violations of effluent parameters and other permit conditions from January 1993
to the present. Although the State had indicated previously it would seek a
penalty in excess of $100,000, Conoco has reached an agreement with the State
to settle the alleged permit variances for payment of a fine of $30,000 and
performance of two supplemental environmental projects (SEP). The estimated
cost of the SEPs is around $150,000.
On August 26, 1994, DuPont was advised by the Delaware Attorney General's
office that it was seeking a civil penalty of $100,000 in connection with the
accidental release on March 13, 1994, of low pH wastewater from a landfill
waste pond containing waste from DuPont's Edge Moor, Delaware, titanium dioxide
pigment
13
plant. DuPont and the State of Delaware have agreed to settle the matter for a
payment of an Administrative Penalty of $50,000 and the donation of $25,000
worth of equipment to the Delaware State Emergency Response Team.
The EPA filed on October 7, 1994, an administrative complaint against DuPont
proposing to assess $1.9 million in civil penalties for distributing triazine
herbicides with product labels that the EPA alleges were not in compliance with
its new Worker Protection Standards. The labels were submitted to the EPA for
approval in July 1993 and accepted by the EPA in November. However, in March of
1994, the EPA notified DuPont of alleged errors in the labels after most of the
products had been shipped and were in the distribution chain. DuPont has
cooperated with the EPA in making label changes and has issued supplemental
labeling for all products that had been distributed. DuPont believes the
proposed penalties are unwarranted and excessive and plans to contest or seek a
substantial reduction of them.
On January 31, 1995, DuPont received a Notice of Proposed Assessment of Civil
Penalty from the Region III office of the EPA alleging various violations of
the Clean Water Act at DuPont's Edge Moor Plant in Edge Moor, Delaware. The
Proposed Assessment seeks a Class II administrative penalty of $121,000. The
matter is under negotiation with the EPA.
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 7, 1995, 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)....................................... 60 1981
Vice Chairmen of the Board of Directors
John A. Krol(1)................................................ 58 1987
Constantine S. Nicandros(1).................................... 61 1981
Other Executive Officers:
Jerald A. Blumberg, Senior Vice President...................... 55 1990
Archie W. Dunham, Senior Vice President........................ 56 1985
Gary W. Edwards, Senior Vice President......................... 53 1991
Michael B. Emery, Senior Vice President........................ 56 1990
Charles L. Henry, Senior Vice President and Chief Financial Of-
ficer......................................................... 53 1986
Charles O. Holliday, Jr., Senior Vice President................ 46 1992
Robert v.d. Luft, Senior Vice President........................ 59 1988
Robert E. McKee, III, Senior Vice President.................... 49 1992
Joseph A. Miller, Jr., Senior Vice President................... 53 1994
Stacey J. Mobley, Senior Vice President........................ 49 1992
Howard J. Rudge, Senior Vice President and General Counsel..... 59 1994
- --------
(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.
14
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 172,244 at December 31, 1994 and 171,207 at March 7, 1995.
PAGE(S)
-------
Quarterly Financial Data:
Dividends Per Share of Common Stock................................... 71
Market Price of Common Stock (High/Low)............................... 71
ITEM 6. SELECTED FINANCIAL DATA
Five-Year Financial Review:
Summary of Operations..................................................... 73
Financial Position at Year End............................................ 73
General................................................................... 73
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Letter to Stockholders.................................................. 1-4*
Industry Segment Reviews:
Chemicals............................................................. 16-17**
Fibers................................................................ 18-19**
Polymers.............................................................. 20-21**
Petroleum............................................................. 22-25**
Diversified Businesses................................................ 26-28**
Management's Discussion and Analysis:
Sales................................................................. 30
Earnings.............................................................. 30
Taxes................................................................. 30
Restructuring......................................................... 31
Cash Flows and Financial Condition.................................... 31-32
Financial Instruments................................................. 32-34
Environmental Matters................................................. 34-36
- --------
* Includes text of letter except for inserts and for chart on page 3 and
references thereto.
** Each review starts with paragraph describing segment products and principal
markets; information above such paragraph is excluded.
15
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
PAGE(S)
-------
Financial Statements:
Report of Independent Accountants.................................... 38
Consolidated Income Statement for 1994, 1993 and 1992................ 39
Consolidated Balance Sheet as of December 31, 1994 and December 31,
1993................................................................ 40
Consolidated Statement of Stockholders' Equity for 1994, 1993 and
1992................................................................ 41
Consolidated Statement of Cash Flows for 1994, 1993 and 1992......... 42
Notes to Financial Statements........................................ 43-63
Supplemental Financial Information:
Supplemental Petroleum Data:
Oil and Gas Producing Activities................................... 64-70
Quarterly Financial Data and related notes for the following items
for the two years 1994 and 1993:
Sales................................................................ 71
Cost of Goods Sold and Other Expenses................................ 71
Net Income (Loss).................................................... 71
Earnings (Loss) Per Share of Common Stock............................ 71
Dividends Per Share of Common Stock.................................. 71
Market Price of Common Stock......................................... 71
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
Information with respect to the following Items is incorporated by reference
to the pages indicated in the company's 1995 Annual Meeting Proxy Statement
dated March 17, 1995, filed in connection with the Annual Meeting of
Stockholders to be held April 26, 1995. However, information regarding
executive officers is contained in Part I of this report (page 14) 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
16
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:
Financial Statement Schedules listed under SEC rules but not included in
this report are omitted because they are not applicable or 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 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, 1994.
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.
3.2 Company's Bylaws, as last revised November 24, 1993 (incorporated by
reference to Exhibit 3.2 of the company's Annual Report on Form 10-K
for the year ended December 31, 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
December 1, 1994.
- --------
* Management contract or compensatory plan or arrangement required to be filed
as an exhibit to this Form 10-K.
17
EXHIBIT
NUMBER DESCRIPTION
------- -----------
10.7* Company's Stock Performance Plan, as last amended effective September
28, 1994 (incorporated by reference to Exhibit 10.7 of the company's
Quarterly Report on Form 10-Q for the quarter ended September 30,
1994).
10.8* Company's Variable Compensation Plan, as last amended effective
November 24, 1993, reflecting changes approved by the Board on that
date for Shareholder approval on April 27, 1994 (incorporated by
reference to Exhibit 10.8 of the company's Quarterly Report on Form
10-Q for the quarter ended March 31, 1994).
10.9* Company's Salary Deferral & Savings Restoration Plan effective April
26, 1994 (incorporated by reference to Exhibit 10.9 of the company's
Quarterly Report on Form 10-Q for the quarter ended September 30,
1994).
11 Statement re computation of earnings per share--assuming full
dilution.
12 Statement re computation of the ratio of earnings to fixed charges
(includes information concerning average outstanding borrowings and
interest rates).
13 The 1994 "Letter to Stockholders," Business Review Section, and
Financial Information Section of the Annual Report to Shareholders for
the year ended December 31, 1994, 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.
(b) Reports on Form 8-K
The following Current Report on Form 8-K was filed during the quarter ended
December 31, 1994.
(1) On October 26, 1994, 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-
48128 and No. 33-53327). Under Item 7, "Financial Statements and Exhibits,"
the Registrant's Earnings Press Release, dated October 26, 1994 was filed.
18
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 20TH DAY OF MARCH, 1995.
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 20TH DAY OF MARCH 1995, 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 H. R. Sharp, III
- ------------------------- ------------------------- -------------------------
P. N. BARNEVIK L. C. DUEMLING H. R. SHARP, III
A. F. Brimmer E. B. Du Pont C. M. Vest
- ------------------------- ------------------------- -------------------------
A. F. BRIMMER E. B. DU PONT C. M. VEST
C. R. Bronfman C. M. Harper J. L. Weinberg
- ------------------------- ------------------------- -------------------------
C. R. BRONFMAN C. M. HARPER J. L. WEINBERG
E. M. Bronfman M. P. MacKimm
- ------------------------- -------------------------
E. M. BRONFMAN M. P. MACKIMM
E. Bronfman, Jr. W. K. Reilly
- ------------------------- -------------------------
E. BRONFMAN, JR. W. K. REILLY
19
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.
3.2 Company's Bylaws, as last revised November 24, 1993 (incorporated by
reference to Exhibit 3.2 of the company's Annual Report on Form 10-K
for the year ended December 31, 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
December 1, 1994.
10.7* Company's Stock Performance Plan, as last amended effective September
28, 1994 (incorporated by reference to Exhibit 10.7 of the company's
Quarterly Report on Form 10-Q for the quarter ended September 30,
1994).
10.8* Company's Variable Compensation Plan, as last amended effective
November 24, 1993, reflecting changes approved by the Board on that
date for Shareholder approval on April 27, 1994 (incorporated by
reference to Exhibit 10.8 of the company's Quarterly Report on Form
10-Q for the quarter ended March 31, 1994).
10.9* Company's Salary Deferral & Savings Restoration Plan effective April
26, 1994 (incorporated by reference to Exhibit 10.9 of the company's
Quarterly Report on Form 10-Q for the quarter ended September 30,
1994).
11 Statement re computation of earnings per share--assuming full
dilution.
12 Statement re computation of the ratio of earnings to fixed charges
(includes information concerning average outstanding borrowings and
interest rates).
13 The 1994 "Letter to Stockholders," Business Review Section, and
Financial Information Section of the Annual Report to Shareholders for
the year ended December 31, 1994, 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.