1997
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE YEAR ENDED DECEMBER 31, 1997 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
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Common Stock ($.30 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. [X]
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO
SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES X NO
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AGGREGATE MARKET VALUE OF VOTING STOCK HELD BY NONAFFILIATES OF THE
REGISTRANT (EXCLUDES OUTSTANDING SHARES BENEFICIALLY OWNED BY DIRECTORS AND
OFFICERS; AND SHARES HELD BY DUPONT'S FLEXITRUST) AS OF MARCH 6, 1998, WAS
APPROXIMATELY $70.0 BILLION. AS OF SUCH DATE, 1,125,643,356 SHARES (EXCLUDES
21,118,772 SHARES HELD BY DUPONT'S FLEXITRUST) OF THE COMPANY'S COMMON STOCK,
$.30 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 1997 Annual Report to Stockholders ..... I, II, and IV
The company's Proxy Statement, dated March 20, 1998,
in connection with the Annual Meeting of Stockholders
to be held on April 29, 1998 ........................ 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.......................................... 12
Item 4. Submission of Matters to a Vote of Security Holders........ 14
Executive Officers of the Registrant....................... 14
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters ....................................... 15
Item 6. Selected Financial Data ................................... 15
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations ................................. 15
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
........................................................... 15
Item 8. Financial Statements and Supplementary Data ............... 16
Item 9. Changes In and Disagreements With Accountants 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
Item 14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K .................................................. 17
Signatures........................................................... 20
NOTE ON INCORPORATION BY REFERENCE
Throughout this report, various information and data are incorporated by
reference to portions of the company's 1997 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. DuPont
is the largest chemical company in the world, and is organized for financial
reporting purposes into six principal industry segments--Chemicals, Fibers,
Polymers, Petroleum, Life Sciences, and Diversified Businesses. The company
conducts fully integrated petroleum operations primarily through its wholly
owned subsidiary Conoco Inc. In 1997, Conoco ranked ninth in the worldwide
production of petroleum liquids by U.S.-based companies, eleventh in the
production of natural gas, and eighth in refining runs. 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 some 20 strategic business units.
Within the strategic business units approximately 80 businesses manufacture
and sell a wide range of products to many different markets, including the
energy, transportation, textile, construction, automotive, agricultural,
health care, packaging and electronics markets.
The company and its subsidiaries have operations in about 70 nations
worldwide and, as a result, about 48% of consolidated sales are derived from
sales outside the United States, based on the location of the customer. Total
worldwide employment at year-end 1997 was about 98,000 people.
The following information describing the businesses of the company can be
found on the indicated pages of Exhibit 13:
ITEM PAGE(S)
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Discussion of Business Developments in 1997:
Letter to Shareholders.............................................. 1-3*
Segment Profiles: Chemicals, Fibers, Polymers, Petroleum, Life
Sciences, Diversified................................................ 8-9**
Segment Reviews:
Business Discussions, Principal Products and Principal Markets:
Chemicals.......................................................... 17-18
Fibers............................................................. 18
Polymers........................................................... 19
Petroleum.......................................................... 19-21
Life Sciences...................................................... 21-22
Diversified Businesses............................................. 22-23
Sales, Transfers, Operating Profit, After-Tax Operating Income, and
Identifiable Assets for 1997, 1996, and 1995....................... 52-53
Geographic Information:
Sales, Transfers, After-Tax Operating Income, Identifiable Assets,
and U.S. Export Sales for 1997, 1996, and 1995..................... 51
Revenues by Product Class (See footnote 1 on page 53 of Exhibit 13)... 53
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*Includes text of letter except for photograph page 2.
**Excludes photographs and related captions.
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 petroleum 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 a majority of the company's requirements
for coal.
The major purchased commodities, raw materials, and supplies for the
following industry segments in 1997 are listed below:
DIVERSIFIED
CHEMICALS FIBERS BUSINESSES POLYMERS
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acetylene adipic acid ethylene glycol acetic acid
benzene ammonia gold ethane
caustic soda butadiene palladium/platinum fiberglass
chlorine cyclohexane paraxylene methanol
chloroform ethylene glycol silver methacrylates
cyclohexane isophthalic acid packaging materials nitrogen
fluorspar natural gas packaging materials
hydrofluoric acid nitrogen pigments
methanol packaging materials LIFE SCIENCES polyethylene
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oxygen/nitrogen paraxylene acetaldoxime
packaging materials polyethylene bromacil
perchloroethylene cyanamide
propylene dichlorophenol
sulfur isocyanate
titanium ores methyl mercaptan
packaging materials
In the Petroleum segment, the major commodities and raw materials purchased
are the same as those produced. Approximately 56% of the crude oil processed
in the company's U.S. refineries in 1997 came from U.S. sources. During 1997,
the company's refineries outside the United States processed principally North
Sea, Russian and Middle East crude oils.
In addition, during 1997, the company consumed substantial amounts of
electricity and natural gas for energy.
The company formed an alliance with Computer Sciences Corporation (CSC) and
Andersen Consulting in June 1997. CSC operates a majority of the company's
global information systems and technology infrastructures and provides
selected applications and software services. Andersen Consulting provides
information systems solutions designed to enhance DuPont's manufacturing,
marketing, distribution and customer service for its chemicals businesses.
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 1997, the company was granted 313 U.S. and 1,565 non-U.S. patents.
The company also has approximately 2,000 individual trademarks and brands
for its products and services which are registered in various countries
throughout the world. Ownership rights in trademarks continue indefinitely if
the trademarks are continued in use and properly protected.
4
SEASONALITY
In general, sales of the company's products are not substantially affected
by seasonality. However, the Life Sciences 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.
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, China and other Asian
nations. Competitors offer a comparable range of products from agricultural,
commodity and specialty chemicals to plastics and fibers 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.
Conoco and American Electric Power Company of Columbus, Ohio, are
negotiating the formation of two jointly held energy-venture companies to
compete in the power generating business. These planned joint ventures are
discussed on page 7.
Businesses in the Chemicals, Fibers, Polymers, Life Sciences, 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.
RESEARCH AND DEVELOPMENT
The company performs research and development at more than 75 sites
worldwide. In the United States, research is conducted at over 40 sites in 18
states at either dedicated research facilities or manufacturing plants. The
highest concentration of research is carried out at several large research
centers in and around Wilmington, Delaware, which supports strategic business
units in the Chemicals, Fibers, Polymers, Life Sciences, and Diversified
Businesses segments. Among these, the Experimental Station laboratories engage
in exploratory and applied research, the Chestnut Run laboratories focus on
applications research, and the Stine-Haskell Research Center conducts
agricultural product research and toxicological research on company products
to assure they are safe for manufacture and use. The company conducts research
related to petroleum operations as well as other segments of the business at
its Ponca City, Oklahoma, facility. DuPont also operates an increasing number
of research facilities at locations outside the United States in countries
such as Belgium, Canada, France, Germany, Japan, Luxembourg, Mexico, The
Netherlands, Spain, Switzerland and the United Kingdom, reflecting the
company's growing global interests.
The objectives of the company's research and development programs are to
discover new products, processes and business opportunities in relevant
fields, and to improve existing products and processes. 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
5
identified and diffused throughout the DuPont technical community. All R&D
activities are coordinated by senior R&D management through a corporate
technology council to ensure that technical activities are consistent with
business and corporate plans, and that the core technical competencies
underlying DuPont's current and future businesses remain healthy and continue
to provide competitive advantages.
Annual research and development expense and such expense shown "As Percent
of Sales" for the five years 1993 through 1997 are included under the heading
"General" of the Five-Year Financial Review on page 61 of Exhibit 13.
ENVIRONMENTAL MATTERS
Information relating to environmental matters is included in three areas of
Exhibit 13: (1) under "Record year for safety and environmental performance"
in Letter to Shareholders on page 3, (2) "Management's Discussion and
Analysis" on pages 28-29, and (3) Notes 1 and 27 to the Financial Statements
on pages 35-36 and 50-51.
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.
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, power-generating, and 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
Segment Reviews on pages 17-23. Information regarding research and development
facilities is incorporated by reference to Item 1, Business--Research and
Development on pages 5-6 of this report. Additional information with respect
to the company's property, plant and equipment, and leases is contained in
Notes 12 and 27 to the company's consolidated financial statements on pages 40
and 50-51 of Exhibit 13.
6
CHEMICALS, FIBERS, POLYMERS, LIFE SCIENCES, AND DIVERSIFIED BUSINESSES
Approximately 72% of the property, plant and equipment related to operations
in the Chemicals, Fibers, Polymers, Life Sciences, and Diversified Businesses
is located in the United States and Puerto Rico. This investment is located at
some 65 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 Fayetteville
Corpus Christi Newark Hopewell Kinston
LaPorte Seaford James River Raleigh
Orange Martinsville Wilmington
Victoria Richmond
Waynesboro
WEST
TENNESSEE VIRGINIA SOUTH CAROLINA NEW JERSEY
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Chattanooga Belle Camden Deepwater
Memphis Martinsburg Charleston Parlin
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 the United Kingdom, Canada, Germany,
The Netherlands, China, Singapore, Luxembourg, Spain, Mexico, Taiwan, France,
Brazil, Belgium, Japan, Argentina and Republic of Korea. 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 88% in 1997, 88% in 1996, and
86% in 1995. 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.
In October 1997, Conoco, DuPont's petroleum subsidiary, and American
Electric Power of Columbus, Ohio, announced plans to form two jointly held
energy-venture companies. One venture company will acquire approximately $1
billion of energy related facilities from certain DuPont industrial plants in
the United States and then lease them back to DuPont. The second venture
company will provide energy management services, including operations,
maintenance, and conservation advice. Capital needs for future energy projects
at these sites, or for other large industrial or commercial customers, will be
provided by the joint ventures. Negotiations toward formation and financial
closure of the ventures are progressing.
PETROLEUM BUSINESSES
Properties relating to exploration, production, natural gas and gas
products, refining, marketing, supply, and transportation are generally
described on pages 19-21 and 54-59 of Exhibit 13. Estimated proved reserves of
oil and gas are found on pages 56 and 57 of Exhibit 13.
7
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) removed from natural gas deliveries from owned
leases and NGL acquired through gas plant ownership. Natural gas deliveries
represent Conoco's share of deliveries from leases in which the company has an
ownership interest.
1997 1996 1995
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(THOUSANDS OF BARRELS DAILY)
Petroleum Liquids Production
Consolidated Companies
Crude Oil, Condensate, and Natural Gas
Liquids from Owned Reserves:
United States........................... 90 91(a) 93(a)
Europe.................................. 176 182 143
Other Regions........................... 92 88 98
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Subtotal.............................. 358 361 334
Natural Gas Liquids from Gas Plant
Ownership:
United States........................... 66 67 65
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Total Production--Consolidated
Operations........................... 424 428 399
Share of Equity Affiliates
Crude Oil, Condensate, and Natural Gas
Liquids from Owned Reserves.............. 16 13 12
Natural Gas Liquids from Gas Plant
Ownership................................ 13 13 13
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Total Production--Equity Affiliates... 29 26 25
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Total Petroleum Liquids Production.... 453 454 424
========= ========= =========
(MILLION CUBIC FEET DAILY)
Natural Gas Deliveries
Consolidated Companies
Natural Gas Deliveries from Owned
Reserves:
United States........................... 709 738(a) 740(a)
Europe.................................. 432 416 341
Other Regions........................... 46 41 31
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Total Deliveries--Consolidated
Operations........................... 1,187 1,195 1,112
Share of Equity Affiliates
Natural Gas Deliveries from Owned
Reserves:
United States........................... 23 24 38
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Total Natural Gas Deliveries.......... 1,210 1,219 1,150
========= ========= =========
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(a) 1996 and 1995 U.S. natural gas production was reduced approximately 10% to
convert from a wet volume to a dry volume and the associated NGL
production was increased.
8
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 54 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 Segment Review of Petroleum on pages
19-21 of Exhibit 13.
TOTAL UNITED OTHER
WORLDWIDE STATES EUROPE REGIONS
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(U.S. DOLLARS)
For the year ended December 31, 1997
Average production costs per barrel
equivalent of petroleum produced(a)......... $4.21 $4.23 $4.51 $3.40
Average sales prices of produced petroleum(b)
Per barrel of crude oil and condensate
sold....................................... 18.58 17.93 18.93 18.35
Per thousand cubic feet (MCF) of natural gas
sold....................................... 2.51 2.34 3.25 1.41
For the year ended December 31, 1996
Average production costs per barrel
equivalent of petroleum produced(a)(c)...... 3.84 4.11 4.13 2.50
Average sales prices of produced petroleum(b)
Per barrel of crude oil and condensate
sold....................................... 20.11 18.68 20.94 19.47
Per MCF of natural gas sold................. 2.21 1.90 2.92 1.24
For the year ended December 31, 1995
Average production costs per barrel
equivalent of petroleum produced(a)(c)...... 3.92 3.78 4.82 2.49
Average sales prices of produced petroleum(b)
Per barrel of crude oil and condensate
sold....................................... 16.52 15.53 16.95 16.56
Per MCF of natural gas sold................. 1.86 1.44 2.96 1.13
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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
liquid.
(b) Excludes proceeds from sales of interest in oil and gas properties.
(c) 1996 and 1995 restated to conform to 1997 presentation.
PRESENT ACTIVITIES
TOTAL UNITED OTHER
WORLDWIDE STATES EUROPE REGIONS
--------- ------ ------ -------
(NUMBER OF WELLS)
At December 31, 1997
Number of wells drilling*
Gross....................................... 33 15 13 5
Net......................................... 14 9 3 2
Number of productive wells**
Oil wells--gross............................ 7,761 7,173 278 310
--net.............................. 2,657 2,523 26 108
Gas wells--gross............................ 8,749 8,486 169 94
--net.............................. 4,210 4,089 33 88
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* Includes wells being completed.
** Approximately 80 gross (27 net) oil wells and 757 gross (271 net) gas
wells, all in the United States, have multiple completions.
9
DEVELOPED AND UNDEVELOPED PETROLEUM ACREAGE
TOTAL UNITED OTHER
WORLDWIDE STATES EUROPE REGIONS
--------- ------ ------ -------
(THOUSANDS OF ACRES)
At December 31, 1997
Developed acreage
Gross........................................ 7,555 2,663 1,129 3,763
Net.......................................... 3,341 1,559 317 1,465
Undeveloped acreage
Gross........................................ 108,803 2,749 4,984 101,070
Net.......................................... 80,017 2,103 1,648 76,266
NET EXPLORATORY AND DEVELOPMENT WELLS DRILLED
TOTAL UNITED OTHER
WORLDWIDE STATES EUROPE REGIONS
--------- ------ ------ -------
(NUMBER OF NET WELLS COMPLETED)
For the year ended December 31, 1997
Exploratory--productive ...................... 7.1 3.7 1.6 1.8
--dry ............................. 18.4 11.7 4.9 1.8
Development--productive ...................... 142.6 126.9 5.4 10.3
--dry ............................. 10.2 7.2 0.0 3.0
For the year ended December 31, 1996
Exploratory--productive ...................... 42.8 1.6 2.0 39.2
--dry ............................. 20.5 10.3 4.0 6.2
Development--productive ...................... 89.9 73.1 6.1 10.7
--dry ............................. 17.3 13.5 0.3 3.5
For the year ended December 31, 1995
Exploratory--productive ...................... 34.2 12.8 1.4 20.0
--dry ............................. 38.2 22.1 4.9 11.2
Development--productive ...................... 109.5 94.3 8.0 7.2
--dry ............................. 13.7 10.7 0.0 3.0
ESTIMATES OF TOTAL PROVED RESERVES FILED WITH OTHER
FEDERAL AGENCIES COVERING THE YEAR 1997
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
25 natural gas processing plants located in Colorado, Louisiana, New Mexico,
Oklahoma and Texas. Seventeen of the plants are operated by the company. The
company's share of total natural gas liquids (NGL) production from the 25
plants averaged 65,869 barrels per day (BPD) in 1997 and 67,489 BPD in 1996.
Additional NGL production volumes of 30,098 BPD in 1997 and 19,279 BPD in 1996
are attributable to Conoco equity gas processed in third-party-operated
plants. Conoco's 50% owned equity affiliate, C&L Processors Partnership, has
six natural gas processing plants in Oklahoma and Texas, and the company's pro
rata share of NGL production was 7,331 BPD in 1997 and 7,926 BPD in 1996.
Other natural gas and gas products facilities in the United States include an
1,150-mile intrastate
10
natural gas pipeline system in South Texas operated by Conoco's 100% owned
subsidiary Lobo Pipeline Company and an 800-mile intrastate natural gas
pipeline system in Louisiana operated by Conoco's 100% owned subsidiary
Louisiana Gas System, Inc., natural gas and NGL pipelines in several states,
three underground NGL storage facilities, a 19,000 BPD natural gas liquids
fractionating plant in Gallup, New Mexico, a 22.5% equity interest in a
104,000 BPD natural gas liquids fractionating plant in Mt. Belvieu, Texas,
owned by affiliated Gulf Coast Fractionators, and a 75% equity interest in the
Pocahontas Gas Partnership that gathers, treats, and markets coal bed methane
associated with coal mines in Virginia.
Outside the United States, the company's Conoco (U.K.) Limited subsidiary
operates a 50% owned gas processing facility at Theddlethorpe, England.
Phoenix Park Gas Processors, a 41% owned equity affiliate, operates a natural
gas plant at Point Lisas, Trinidad, of which Conoco's share of production was
4,798 BPD in 1997 and 4,936 BPD in 1996.
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 owns a 16.33% interest in two refineries in the Czech Republic.
Conoco also owns a 40% interest in a company that is constructing a 100,000
barrel-per-day refinery near the city of Melaka, Malaysia, with completion
scheduled for 1998. Conoco also has an 18.75% interest in a refining complex
in Karlsruhe, Germany.
Capacities at year-end 1997 as well as inputs processed during 1997 are
summarized in the following table:
TOTAL UNITED UNITED CZECH
WORLDWIDE STATES KINGDOM GERMANY* REPUBLIC**
--------- ------ ------- -------- ----------
(THOUSANDS OF BARRELS DAILY)
At December 31, 1997
Refinery crude oil and
condensate distillation
capacity (excluding additional
feedstocks input to other
refinery units)................ 733 491 160 54 28
For the year ended December 31,
1997
Inputs processed
Crude oil and condensate....... 685 476 137 51 21
Additional feedstocks input to
other refinery units.......... 96 28 56 11 1
- --------
* Represents 18.75% interest in the Karlsruhe refinery complex.
** Represents 16.33% interest in two Czech Republic refineries.
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.
MARKETING
In the United States, the company sells refined products at retail in 37
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, Norway, Poland, Slovakia, Spain, Sweden and Thailand. A
joint venture in Turkey markets under the "Tabas" and "Turkpetrol" brands.
11
SUPPLY AND TRANSPORTATION
The company has an extensive pipeline system for crude oil and refined
products. Information concerning daily pipeline shipments is presented below:
1997 1996 1995
-------- ------- -------
(THOUSANDS OF BARRELS)
-------- ------- -------
Average Daily Pipeline Shipments
Pipeline shipments of consolidated
companies................................... 895 845 873
Equity in shipments of nonconsolidated
affiliates.................................. 367 360 358
Conoco Pipe Line Company (CPL), a wholly owned subsidiary and operator of
the company's U.S. petroleum pipeline system, transported approximately 863
thousand barrels per day of crude oil and refined products in 1997. In
addition to pipeline facilities, CPL operates, under a management contract,
three marine terminals, one coke-exporting facility, and 43 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.
Outside the United States, Conoco signed a second major agreement to supply
gas via the Interconnector pipeline from its U.K. North Sea fields to
continental Europe. The pipeline was installed in 1997 and terminals at each
end are scheduled for completion in late 1998. Conoco has a 10% ownership in
the pipeline.
The company also operates a fleet of seagoing crude oil tankers. These
vessels, principally of Liberian registry, are described as follows:
1997 1996 1995
-------- ------- -------
(THOUSANDS OF DEADWEIGHT TONS)
Controlled Seagoing Vessel Capacity Owned or
Leased........................................ 1,006 1,006 881
======== ======= =======
Number of Vessels 80,000 DWT and Above (NUMBER OF VESSELS)
Single Hull.................................. 3 3 3
Double Hull.................................. 5 5 4
-------- ------- -------
Total Vessels.............................. 8 8 7
======== ======= =======
ITEM 3. LEGAL PROCEEDINGS
In 1991, DuPont began receiving claims by growers that use of "Benlate" 50
DF fungicide had caused crop damage. Based on the belief that "Benlate" 50 DF
would be found to be a contributor to the claimed damage, DuPont began paying
crop damage claims. In 1992, however, after 18 months of extensive research,
DuPont scientists concluded that "Benlate" 50 DF was not responsible for plant
damage reports received since March 1991, and concurrent with these research
findings, DuPont stopped paying claims. To date, DuPont has been served with
more than 700 lawsuits, most by growers who allege plant damage from using
"Benlate" 50 DF fungicide. Approximately 80 lawsuits are pending against the
company; the rest having been disposed of by trial, dismissal or settlement.
The remaining docket of "Benlate" 50 DF cases includes alleged personal injury
cases, alleged crop damage cases, and cases alleging discovery abuse and
fraud. Among the remaining personal injury cases is the pending appeal of a
June 1996 verdict of $3,980,000 against DuPont. Four personal injury cases are
pending in West Virginia and three personal injury cases are pending in
Delaware. The same plaintiffs' attorney who filed these Delaware and West
Virginia cases has indicated that he intends to file additional personal
injury cases. In 1997, three putative "Benlate" 50 DF class actions alleging
crop damage and asserting fraud claims were filed: one in Florida state court
on behalf of growers of ornamental plants in Florida; another in Hawaii state
court on behalf of Hawaii growers; and a third in Alabama state court seeking
a nationwide class. All three were removed to federal court. The Florida class
action has been remanded back to state court, and motions to remand the
remaining cases back to the state court have been or are expected to be
12
filed. The Alabama case received conditional class certification by the state
court prior to its removal. In another crop damage case, Kawamata/Tomono, the
Hawaii Supreme court in December 1997 affirmed the judgment and all trial
court orders in an action in which a jury had returned a verdict for the
plaintiffs in excess of $23 million. The United States Court of Appeals for
the Eleventh Circuit reversed and remanded a sanctions order by a federal
district court in Georgia which had found that DuPont had engaged in discovery
abuse during the first "Benlate" 50 DF crop case to go to trial. The Eleventh
Circuit ordered that a different judge shall preside over the matter on
remand. DuPont's petition for writ of certiorari in the United States Supreme
Court, seeking review of certain aspects of the Eleventh Circuit's decision,
has been denied and DuPont awaits further proceedings in the trial court. A
shareholder derivative action pending in the same Georgia federal district
court, alleging that DuPont's Board of Directors breached various duties in
its role in the "Benlate" 50 DF litigation, remains stayed. A securities fraud
class action filed in September 1995 by a shareholder in federal district
court in Florida against the company and the then-chairman is also still
pending. The plaintiff in this case alleges that DuPont made false and
misleading statements and omissions about "Benlate" 50 DF, with the alleged
effect of inflating the price of DuPont's stock between June 19, 1993, and
January 27, 1995. The district court has certified the case as a class action.
Discovery is proceeding. Certain plaintiffs who have previously settled with
the company have filed cases alleging fraud and other misconduct relating to
the litigation and settlement of "Benlate" 50 DF claims. One such lawsuit was
filed in federal district court in Georgia by five growers alleging fraud
(including civil racketeering claims) based generally on the assertion that,
at the time of their settlements with DuPont, these plaintiffs were unaware of
alleged discovery abuse by DuPont. The Georgia district court has granted
DuPont's motion to dismiss, holding that the release plaintiffs executed when
they originally settled barred their attempt to seek additional amounts from
DuPont. The same court also granted a similar DuPont motion with respect to
another case that had been transferred from Hawaii federal court. Plaintiffs
have appealed the granting of DuPont's motion in both these cases. Five cases
based on similar allegations were filed in Hawaii; the state court class
action mentioned above, two individual state court actions, and two actions in
Hawaii federal court. In both Hawaii federal cases, the court granted DuPont's
motions to enforce prior settlement releases. Plaintiffs may appeal. One of
the Hawaii state court individual actions has been voluntarily dismissed by
the plaintiff. Seven additional such cases have been filed in Florida
involving early settlements through DuPont's claims adjusting company. All
seven of these have been dismissed on the grounds that prelitigation
settlements barred their claims. Plaintiffs have appealed the dismissals. In a
case brought in Texas on behalf of approximately 40 pecan growers, the judge
on January 6, 1998, granted DuPont's motion for summary judgment on statute of
limitations grounds. DuPont continues to believe that "Benlate" 50 DF
fungicide did not cause the damages alleged in these cases and intends to
defend against such allegations in ongoing matters.
The company's balance sheets reflect accruals for estimated costs associated
with this matter. Adverse changes in estimates of such costs could result in
additional future charges.
On December 21, 1993, Conoco's Denver refinery received a Notice of
Violation from the Environmental Protection Agency (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 Resource and Conservation
and Recovery Act (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 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.
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
13
July 1993 and accepted by the EPA in November. However, in March of 1994, the
EPA notified DuPont of alleged errors in the labels. 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 is contesting the complaint and proposed civil penalty in
an EPA administrative proceeding.
On March 6, 1996, the Department of Justice filed a complaint in the United
States District Court for the District of Montana against Yellowstone Pipeline
Company (YPL) and the Conoco Pipe Line Company as a part owner and operator of
YPL. The complaint alleges discharges of oil from a YPL pipeline in January
1993 and seeks civil penalties of up to $25,000 per day for each violation or
up to $1,000 for each barrel of oil discharged. Since the duration of the
discharge is in dispute, the penalty calculation is uncertain although it is
expected to exceed $100,000. The parties are attempting to negotiate a
settlement of the matter.
On March 18, 1997, EPA Region VIII filed an Administrative Complaint and
Compliance Order in which they allege 78 violations of the RCRA by Conoco at
its refinery in Commerce City, Colorado. The agency is seeking a penalty of
$666,771. The allegations involve training, record keeping, manifest and
permitting issues. Conoco previously settled these allegations with the State
of Colorado which is authorized to administer the RCRA program on behalf of
U.S. EPA Region VIII. Conoco believes that the penalties are unwarranted and
intends to defend itself vigorously against the allegations.
On September 2, 1997, the U.S. Department of Justice (DOJ) filed suit
against DuPont related to an August 1995 oleum release from DuPont's plant in
Wurtland, Kentucky. DuPont previously paid a $125,000 fine and agreed to
undertake supplemental environmental projects, related to the oleum release,
valued at $460,000. In its complaint, the DOJ alleges violations under Section
112(r) of the Clean Air Act, Section 103(a) of the Comprehensive Environmental
Response, Compensation and Liability Act and Section 304(a)(1) of the
Emergency Planning and Community Right-to-Know Act. DOJ offered to settle this
action for $2,700,000. DuPont denies these alleged violations, believes that
DOJ's settlement offer is inappropriate and excessive and plans to contest
this action by DOJ.
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 6, 1998, of the company's executive
officers.
EXECUTIVE
OFFICER
AGE SINCE
--- ---------
President and Chief Executive Officer
Charles O. Holliday, Jr.(1).................................... 49 1992
Other Executive Officers:
Archie W. Dunham, Executive Vice President(1).................. 59 1985
Kurt M. Landgraf, Executive Vice President..................... 51 1996
Joseph A. Miller, Jr., Senior Vice President and Chief Technol-
ogy Officer................................................... 56 1994
Stacey J. Mobley, Senior Vice President........................ 52 1992
Gary M. Pfeiffer, Senior Vice President and Chief Financial Of-
ficer......................................................... 48 1997
Howard J. Rudge, Senior Vice President and General Counsel..... 62 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, its subsidiaries, or an affiliate 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 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 154,014 at December 31, 1997 and 148,755 at March 6, 1998.
PAGE(S)
-------
Quarterly Financial Data:
Dividends Per Share of Common Stock................................ 60
Market Price of Common Stock (High/Low)............................ 60
ITEM 6. SELECTED FINANCIAL DATA
Five-Year Financial Review:
Summary of Operations.............................................. 61
Financial Position at Year End..................................... 61
Ratios............................................................. 61
General............................................................ 61
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Letter to Shareholders .............................................. 1-3*
Segment Profiles: Chemicals, Fibers, Polymers, Petroleum, Life
Sciences, Diversified............................................... 8-9**
Management's Discussion and Analysis:
Analysis of Operations............................................. 16-17
Segment Reviews.................................................... 17-23
Financial Condition and Cash Flows................................. 23-26
Environmental Matters.............................................. 28-29
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Management's Discussion and Analysis:
Financial Instruments
Derivatives and Other Hedging Instruments......................... 26
Foreign Currency Risk............................................. 26-27
Interest Rate Risk................................................ 27
Commodity Price Risk and Trading.................................. 27
- --------
*Includes text of letter except for photograph on page 2.
**Excludes photographs and related captions.
15
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
PAGE(S)
-------
Financial Statements:
Report of Independent Accountants................................... 30
Consolidated Income Statement for 1997, 1996 and 1995............... 31
Consolidated Balance Sheet as of December 31, 1997 and December 31,
1996............................................................... 32
Consolidated Statement of Stockholders' Equity for 1997, 1996 and
1995............................................................... 33
Consolidated Statement of Cash Flows for 1997, 1996 and 1995........ 34
Notes to Financial Statements....................................... 35-53
Supplemental Financial Information:
Supplemental Petroleum Data:
Oil and Gas Producing Activities................................... 54-59
Quarterly Financial Data and related notes for the following items for
the two years 1997 and 1996:
Sales............................................................... 60
Cost of Goods Sold and Other Expenses............................... 60
Net Income.......................................................... 60
Earnings Per Share of Common Stock.................................. 60
Dividends Per Share of Common Stock................................. 60
Market Price of Common Stock........................................ 60
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS 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 1998 Annual Meeting Proxy Statement
dated March 20, 1998, filed in connection with the Annual Meeting of
Stockholders to be held April 29, 1998. 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................................................. 4-7
Compliance With the Securities Exchange Act........................... 9
ITEM 11. EXECUTIVE COMPENSATION
Compensation of Directors............................................. 2-3
Compensation and Stock Option Information............................. 12-15
Retirement Benefits................................................... 16-17
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................................................. 4-7
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--none required.
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, 1997.
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 Restated Certificate of Incorporation filed May 29, 1997
(incorporated by reference to the company's filing on Form 8-K on June
13, 1997).
3.2 Company's Bylaws, as last revised September 1, 1997 (incorporated by
reference to Exhibit 3.2 of the company's Quarterly Report on Form 10-
Q for the period ended September 30, 1997).
3.3 Company's Bylaws, as last revised October 29, 1997.
3.4 Company's Bylaws, as last revised November 15, 1997.
3.5 Company's Bylaws, as last revised February 1, 1998.
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* Company's Corporate Sharing Plan, as last amended August 28, 1991
(incorporated by reference to Exhibit 10.1 of the company's Annual
Report on Form 10-K for the year ended December 31, 1996).
- --------
* Management contract or compensatory plan or arrangement required to be filed
as an exhibit to this Form 10-K.
17
EXHIBIT
NUMBER DESCRIPTION
------- -----------
10.2* The DuPont Stock Accumulation and Deferred Compensation Plan for
Directors, (formerly the Deferred Compensation Plan For Directors), as
last amended effective January 1, 1996, and approved by shareholders
at the company's 1996 Annual Meeting of Shareholders (incorporated by
reference to Exhibit 10.12 of the company's Quarterly Report on Form
10-Q for the period ended March 31, 1996).
10.3* Company's Supplemental Retirement Income Plan, as last amended
effective June 4, 1996 (incorporated by reference to Exhibit 10.3 of
the company's Annual Report on Form 10-K for the year ended December
31, 1996).
10.4* Company's Pension Restoration Plan, as last amended effective June 4,
1996 (incorporated by reference to Exhibit 10.4 of the company's
Annual Report on Form 10-K for the year ended December 31, 1996).
10.5.1* Retirement Restoration Plan I of Conoco Inc., adopted by the Board of
Directors on December 18, 1995 (incorporated by reference to Exhibit
10.6.1 of the company's Annual Report on Form 10-K for the year ended
December 31, 1995).
10.5.2* Retirement Restoration Plan II of Conoco Inc., adopted by the Board of
Directors on December 18, 1995 (incorporated by reference to Exhibit
10.6.2 of the company's Annual Report on Form 10-K for the year ended
December 31, 1995).
10.6* 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).
10.7* Company's Variable Compensation Plan, as last amended effective April
30, 1997 (incorporated by reference to Exhibit 10.7 of the company's
Quarterly Report on Form 10-Q for the quarter ended September 30,
1997).
10.8* 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).
10.9* Company's 1995 Corporate Sharing Plan, adopted by the Board of
Directors on January 25, 1995 (incorporated by reference to Exhibit
10.10 of the company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1995).
10.10* Letter Agreement and Consulting Agreement, dated as of October 9,
1995, between the company and C. S. Nicandros (incorporated by
reference to Exhibit 10.11 of the company's Annual Report on Form 10-K
for the year ended December 31, 1995).
10.11* Company's 1997 Corporate Sharing Plan, adopted by the Board of
Directors on January 29, 1997 (incorporated by reference to Exhibit
10.11 of the company's Annual Report on Form 10-K for the year ended
December 31, 1996).
10.12* Company's Retirement Income Plan for Directors, as last amended August
1995 (incorporated by reference to Exhibit 10.12 of the company's
Quarterly Report on Form 10-Q for the quarter ended March 31, 1997).
11 Statement re calculation of earnings per share.
12 Statement re computation of the ratio of earnings to fixed charges.
13 The 1997 Letter to Shareholders; "Segment Profiles: Chemicals, Fibers,
Polymers, Petroleum, Life Sciences, Diversified"; "Management's
Discussion and Analysis"; and Financial Information Section of the
Annual Report to Shareholders for the year ended December 31, 1997,
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.
18
(b) Reports on Form 8-K
Reports on Form 8-K:
(1) On October 22, 1997, a Current Report on Form 8-K was filed in
connection with Debt and/or Equity Securities that may be offered on a
delayed or continuous basis under Registration Statements on Form S-3 (No.
33-53327, No. 33-61339, and No. 33-60069). Under Item 7. "Financial
Statements and Exhibits," the Registrant's Earnings Press Release, dated
October 22, 1997, was filed.
(2) On January 28, 1998, 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. 33-53327, No. 33-61339, and No. 33-60069). Under Item 7, "Financial
Statements and Exhibits," the Registrant's Earnings Press Release, dated
January 28, 1998, was filed.
19
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, AS
OF THE 23RD DAY OF MARCH 1998.
E. I. DU PONT DE NEMOURS AND COMPANY
(Registrant)
By: G. M. PFEIFFER
---------------------------------
G. M. PFEIFFER
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 AS OF THE 23RD DAY OF MARCH 1998, BY THE FOLLOWING
PERSONS ON BEHALF OF THE REGISTRANT IN THE CAPACITIES INDICATED:
CHAIRMAN OF THE BOARD:
J. A. Krol
---------------------
J. A. KROL
PRESIDENT AND CHIEF EXECUTIVE OFFICER
AND DIRECTOR:
(PRINCIPAL EXECUTIVE OFFICER): EXECUTIVE VICE PRESIDENT AND DIRECTOR:
C. O. Holliday, Jr. A. W. Dunham
- ------------------------------------- -------------------------------------
C. O. HOLLIDAY, JR. A. W. DUNHAM
DIRECTORS:
P. N. Barnevik W. K. Reilly
- ------------------------------------- -------------------------------------
P. N. BARNEVIK W. K. REILLY
A. F. Brimmer H. R. Sharp, III
- ------------------------------------- -------------------------------------
A. F. BRIMMER H. R. SHARP, III
L. C. Duemling C. M. Vest
- ------------------------------------- -------------------------------------
L. C. DUEMLING C. M. VEST
E. B. du Pont G. Watanabe
- ------------------------------------- -------------------------------------
E. B. DU PONT G. WATANABE
C. M. Harper E. S. Woolard, Jr.
- ------------------------------------- -------------------------------------
C. M. HARPER E. S. WOOLARD, JR.
L. D. Juliber
- -------------------------------------
L. D. JULIBER
20
E. I. DU PONT DE NEMOURS AND COMPANY
INDEX OF EXHIBITS
Exhibit
Number Description
- ------- -----------
3.1 Company's Restated Certificate of Incorporation filed May
29, 1997 (incorporated by reference to the company's filing on
Form 8-K on June 13, 1997).
3.2 Company's Bylaws, as last revised September 1, 1997 (incorporated by
reference to Exhibit 3.2 of the company's Quarterly Report on Form
10-Q for the period ended September 30, 1997).
3.3 Company's Bylaws, as last revised October 29, 1997.
3.4 Company's Bylaws, as last revised November 15, 1997.
3.5 Company's Bylaws, as last revised February 1, 1998.
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* Company's Corporate Sharing Plan, as last amended August 28, 1991
(incorporated by reference to Exhibit 10.1 of the company's Annual
Report on Form 10-K for the year ended December 31, 1996).
10.2* The DuPont Stock Accumulation and Deferred Compensation Plan for
Directors, (formerly the Deferred Compensation Plan For Directors),
as last amended effective January 1, 1996, and approved by
shareholders at the company's 1996 Annual Meeting of Shareholders
(incorporated by reference to Exhibit 10.12 of the company's
Quarterly Report on Form 10-Q for the period ended March 31, 1996).
10.3* Company's Supplemental Retirement Income Plan, as last amended
effective June 4, 1996 (incorporated by reference to Exhibit 10.3 of
the company's Annual Report on Form 10-K for the year ended December
31, 1996).
10.4* Company's Pension Restoration Plan, as last amended effective June 4,
1996 (incorporated by reference to Exhibit 10.4 of the company's
Annual Report on Form 10-K for the year ended December 31, 1996).
- -------------
*Management contract or compensatory plan or arrangement required to be filed as
an exhibit to this Form 10-K.
Exhibit
Number Description
- ------- -----------
10.5.1* Retirement Restoration Plan I of Conoco Inc., adopted by the Board of
Directors on December 18, 1995 (incorporated by reference to Exhibit
10.6.1 of the company's Annual Report on Form 10-K for the year ended
December 31, 1995).
10.5.2* Retirement Restoration Plan II of Conoco Inc., adopted by the Board
of Directors on December 18, 1995 (incorporated by reference to
Exhibit 10.6.2 of the company's Annual Report on Form 10-K for the
year ended December 31, 1995).
10.6* 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).
10.7* Company's Variable Compensation Plan, as last amended effective
April 30, 1997 (incorporated by reference to Exhibit 10.7 of the
company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1997).
10.8* 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).
10.9* Company's 1995 Corporate Sharing Plan, adopted by the Board of
Directors on January 25, 1995 (incorporated by reference to
Exhibit 10.10 of the company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1995).
10.10* Letter Agreement and Consulting Agreement, dated as of October 9,
1995, between the company and C. S. Nicandros (incorporated by
reference to Exhibit 10.11 of the company's Annual Report on
Form 10-K for the year ended December 31, 1995).
10.11* Company's 1997 Corporate Sharing Plan, adopted by the Board of
Directors on January 29, 1997 (incorporated by reference to Exhibit
10.11 of the company's Annual Report on Form 10-K for the year ended
December 31, 1996).
10.12* Company's Retirement Income Plan for Directors, as last amended
August 1995 (incorporated by reference to Exhibit 10.12 of the
company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997).
11 Statement re calculation of earnings per share.
12 Statement re computation of the ratio of earnings to fixed charges.
13 The 1997 Letter to Shareholders; "Segment Profiles: Chemicals,
Fibers, Polymers, Petroleum, Life Sciences, Diversified";
"Management's Discussion and Analysis"; and Financial Information
Section of the Annual Report to Shareholders for the year ended
December 31, 1997, 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.
27 Financial Data Schedule.
- -------------
*Management contract or compensatory plan or arrangement required to be filed as
an exhibit to this Form 10-K.