-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CkyhTTn4T8FH9h0mg9HD81R3gl850Yg68aiI4daONz0IUwOTcBkJoSPsJl8bZoQ+ jQEkBDJ48r5qQdMx8AqxWA== 0000030554-99-000020.txt : 19990316 0000030554-99-000020.hdr.sgml : 19990316 ACCESSION NUMBER: 0000030554-99-000020 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990315 ITEM INFORMATION: FILED AS OF DATE: 19990315 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DUPONT E I DE NEMOURS & CO CENTRAL INDEX KEY: 0000030554 STANDARD INDUSTRIAL CLASSIFICATION: PLASTIC MAIL, SYNTH RESIN/RUBBER, CELLULOS (NO GLASS) [2820] IRS NUMBER: 510014090 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-00815 FILM NUMBER: 99565157 BUSINESS ADDRESS: STREET 1: 1007 MARKET ST CITY: WILMINGTON STATE: DE ZIP: 19898 BUSINESS PHONE: 3027741000 8-K 1 CURRENT REPORT SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported) March 15, 1999 (March 12, 1999) E. I. du Pont de Nemours and Company (Exact Name of Registrant as Specified in Its Charter) Delaware 1-815 51-0014090 (State or Other Jurisdiction (Commission (I.R.S Employer of Incorporation) File Number) Identification No.) 1007 Market Street Wilmington, Delaware 19898 (Address of principal executive offices) Registrant's telephone number, including area code: (302) 774-1000 1 Item 5. Other Events ------------ In connection with Debt and/or Equity Securities that may be offered on a delayed or continuous basis under Registration Statements on Form S-8 (No. 33-53327, No. 33-61339 and No. 33-60069), we hereby file the following press release. Contact: Susan Gaffney (302) 774-2698 DUPONT OUTLINES SUSTAINABLE GROWTH STRATEGY FOR INVESTORS WILMINGTON, Del., March 12 -- At a meeting here today for securities analysts and investors, DuPont's Chairman and Chief Executive Officer, Charles O. Holliday, Jr., outlined a broad strategy for the company to achieve sustainable growth. "DuPont is a science company. We bring science to the marketplace in ways that benefit people and generate value for our shareholders," Holliday said. "Through science, our goal is to accelerate the transformation of DuPont using a combination of portfolio adjustments, new business models based more on knowledge intensity and less on capital investment, and the use of Six Sigma technology for productivity improvement." Speaking to the audience of more than 200 securities analysts and institutional investors, Holliday outlined the company's progress toward becoming a faster growing, more profitable and less cyclical company. "We called this meeting to address the issues that are on your mind, and our agenda is designed to deal specifically with the information that you need to value our efforts and our businesses." Highlights included: o DuPont announced that it is in discussion with Pioneer Hi-Bred International Inc. regarding a possible business combination. There can be no assurances that any transaction will be concluded. o On the productivity front, Holliday announced that DuPont will implement Six Sigma quality programs throughout the company. "We will create significant productivity improvements through cost reduction and revenue enhancement, and we expect to see some positive impact as early as this year," he said. o DuPont's annual capital expenditure budget is being reduced - totaling about $2 billion in 1999, down from $2.3 billion (excluding Conoco, which is reported as discontinued operations) in 1998. 2 o Plans to improve polyester operations, currently at a deep cyclical trough, include significant cost and capital reduction, introduction of new technologies, and creating alliances and joint ventures. "If we do not see the anticipated improvements, we will pursue other alternatives," Holliday said. o DuPont is "changing the business model" under which its large nylon enterprise operates. Although profitable today, the imperative is to grow the business with less capital intensity and further reduce cyclicality. o DuPont also noted that it expects by mid-2000 to begin receiving its full 50 percent share of earnings from "Cozaar", an antihypertension drug, under the equalization agreement with Merck. It is difficult to determine the exact date because of the complicated formula under which equalization will occur. o Holliday said the company would aggressively and rapidly pursue efforts to grow its Life Sciences businesses: Crop Protection Products, Nutrition & Health, and Pharmaceuticals. Earlier this week DuPont announced that it is actively seeking alliances with strong partners in the pharmaceuticals industry, and that its board has authorized actions toward the creation and issuance of a "tracking" stock for its life sciences businesses. o DuPont also noted at the meeting that the previously announced negotiations with Tongkook, a Korean elastane fiber producer, have been terminated. In response to new financial reporting requirements, and to help investors better understand its businesses, the company also unveiled a new financial reporting structure for its business portfolio. With its 1998 annual report, DuPont will begin discussing its performance according to eight reportable segments: Agriculture & Nutrition, Nylon Enterprise, Performance Coatings & Polymers, Pharmaceuticals, Pigments & Chemicals, Polyester Enterprise, Specialty Fibers and Specialty Polymers. In addition, the company has an "Other" segment which represents less than 2 percent of total 1998 segment sales. The company also made available today three-year summary financial data for consolidated operations according to the new segment alignment. Those data are attached to this release and will be available at the company's website, http://www.dupont.com/corp/ir/98/3yrsum.html. -------------------------------------------- Founded in 1802, DuPont is a global science and technology-based company. DuPont serves worldwide markets including food and nutrition, health care; agriculture, fashion and apparel; home and construction; electronics; and transportation. The company operates in more than 70 countries and has 92,000 employees. 3 Forward-Looking Statements: This news release contains forward- looking statements based on management's current expectations, estimates and projections. All statements that address expectations or projections about the future, including statements about the company's strategy for growth, product development, market position, expected expenditures, financial results are forward-looking statements. Some of the forward-looking statements may be identified by words like "expects," "anticipates," "plans," "intends," "projects," "indicates," and similar expressions. These statements are not guarantees of future performance and involve a number of risks, uncertainties and assumptions. Many factors, including those discussed more fully elsewhere in this release and in DuPont's filings with the Securities and Exchange Commission, particularly its Current Report on Form 8-K filed on November 13, 1998, as well as others, could cause results to differ materially from those stated. These factors include, but are not limited to changes in the laws, regulations, policies and economic conditions of countries in which the company does business; competitive pressures; successful integration of structural changes, including acquisitions, divestitures and alliances; failure of the company or related third parties to become Year 2000 capable; research and development of new products, including regulatory approval and market acceptance. ### 3/12/99 4 E. I. DU PONT DE NEMOURS AND COMPANY AND CONSOLIDATED SUBSIDIARIES CONSOLIDATED INDUSTRY SEGMENT INFORMATION THREE-YEAR SUMMARY OF SEGMENT SALES AND NET ASSETS (Dollars in millions) Segment Sales(1) -------------------------------- 1998 1997 1996 -------- -------- -------- Agriculture & Nutrition $ 3,156 $ 2,513 $ 2,443 Nylon Enterprise 4,594 4,582 4,186 Performance Coatings & Polymers 4,607 4,676 4,573 Pharmaceuticals 1,109 753 721 Pigments & Chemicals 3,659 3,812 3,734 Polyester Enterprise 2,797 2,215 2,337 Specialty Fibers 3,296 3,320 3,095 Specialty Polymers 4,093 4,094 3,835 Other 445 1,022 1,542 ------- ------- ------- Total Segment Sales 27,756 26,987 26,466 Elimination of Intersegment Transfers (729) (754) (818) Elimination of Equity Affiliate Sales (2,260) (2,204) (2,045) Miscellaneous - 60 41 ------- ------- ------- Total Sales Per Consolidated Financial Statements $24,767 $24,089 $23,644 ======= ======= ======= Segment Net Assets(2) -------------------------------- 1998 1997 1996 -------- -------- -------- Agriculture & Nutrition $ 4,069 $ 3,231 $ 1,405 Nylon Enterprise 3,082 2,928 2,325 Performance Coatings & Polymers 2,214 2,043 1,879 Pharmaceuticals 1,843 404 439 Pigments & Chemicals 1,734 1,885 1,929 Polyester Enterprise 3,142 3,156 1,212 Specialty Fibers 2,574 2,332 2,232 Specialty Polymers 2,183 2,011 1,865 Other 260 375 1,123 ------- ------- ------- Total Segment Net Assets 21,101 18,365 14,409 Corporate Assets 4,768 5,296 5,990 Liabilities Included in Net Assets 4,250 4,630 4,092 Net Assets of Discontinued Operations 8,417 8,398 7,851 ------- ------- ------- Total Assets Per Consolidated Financial Statements $38,536 $36,689 $32,342 ======= ======= ======= - ----------------- (1) Segment sales include pro rata equity affiliate sales and intersegment transfers. (2) Segment net assets measures net working capital, net permanent investment and other noncurrent operating assets and liabilities of the segment. 5 E. I. DU PONT DE NEMOURS AND COMPANY AND CONSOLIDATED SUBSIDIARIES CONSOLIDATED INDUSTRY SEGMENT INFORMATION THREE-YEAR SUMMARY OF UNDERLYING AND REPORTED ATOI (Dollars in millions)
Underlying ATOI Reported ATOI ----------------------------- --------------------------------------- 1998 1997 1996 1998 1997 1996 ------- ------- ------- ---------- ----------- ---------- Agriculture & Nutrition $ 330 $ 448 $ 461 $ 257 $(1,017) $ 351 Nylon Enterprise 406 372 354 244 372 334 Performance Coatings & Polymers 525 519 447 508 519 502 Pharmaceuticals 185 162 305 (668) 234 305 Pigments & Chemicals 581 513 507 577 513 493 Polyester Enterprise (7) 187 177 (228) 124 161 Specialty Fibers 662 708 624 659 708 624 Specialty Polymers 608 577 496 598 577 496 Other 105 (5) (69) 183 (225) (24) ------ ------ ------ ------ ------- ------ Total After-Tax Operating Income 3,395 3,481 3,302 2,130 1,805 3,242 Interest and Exchange Gain (Losses) (292) (226) (182) (292) (226) (182) Corporate Expenses (190) (147) (129) (190) (147) (129) ------ ------ ------ ------ ------- ------ Income From Continuing Operations $2,913 $3,108 $2,991 $1,648 $ 1,432 $2,931 ====== ====== ====== ====== ======= ====== Diluted EPS for Continuing Operations $ 2.55 $ 2.70 $ 2.61 $ 1.43 $ 1.24 $ 2.56 - ----------------------- 1998 - ---- Includes a $60 charge to adjust the preliminary allocation of purchased in-process research and development for PTI and a $13 charge related to productivity improvement initiatives. Includes charges associated with productivity improvement initiatives (Nylon Enterprise - $162; Performance Coatings & Polymers - $17; Pigments & Chemicals - $4; Specialty Fibers - $3; Specialty Polymers - $10). Includes a $799 charge for purchased in-process research and development associated with the purchase of Merck's 50 percent interest in The DuPont Merck Pharmaceutical Company and a $54 impairment write-down to fair value of certain Pharmaceuticals assets. Includes a $123 charge for adjustments to the preliminary allocation of purchased in-process research and development for the purchase of the ICI polyester businesses and a $98 charge associated with productivity improvement initiatives. Includes a $121 gain on the sale of CONSOL Energy Inc. and a $43 charge related to productivity improvement initiatives.
6 [FN] 1997 - ---- Includes charges of $1,403 for purchased in-process research and develop- ment related to the Pioneer transaction ($903) and PTI transaction ($500) and $62 associated with the "Benlate" 50 DF fungicide recall. Includes a benefit of $72 from the gain on the sale by DuPont Merck of its generic and multisource product lines. Includes a charge of $63 for purchased in-process research and develop- ment related to the ICI polyester resins and intermediates transaction. Includes a charge of $220 associated with the divestiture of certain printing and publishing businesses. 1996 - ---- Includes $110 charge associated with the "Benlate" 50 DF fungicide recall. Includes charges associated principally with employee separation costs in the United States (Nylon Enterprise - $20; Pigments & Chemicals - $14; Polyester Enterprise - $16). Includes $55 benefit associated with formation of DuPont Dow elastomers joint venture. Includes gains of $41 from the sale of certain medical products businesses and $33 related to sale of stock received in connection with the previously sold connector systems business, and a charge of $29, principally employee separation costs outside the United States, associated with the printing and publishing business. 7 E. I. DU PONT DE NEMOURS AND COMPANY AND CONSOLIDATED SUBSIDIARIES CONSOLIDATED INDUSTRY SEGMENT INFORMATION THREE-YEAR SUMMARY OF ADDITIONAL SEGMENT DATA (Dollars in millions)
Agriculture Performance Pigments & Nylon Coatings & Pharma- & Polyester Specialty Specialty Nutrition Enterprise Polymers ceuticals Chemicals Enterprise Fibers Polymers Other Total ----------- ---------- ----------- --------- --------- ---------- --------- --------- ------ ------- 1998 - ---- Depreciation and Amortization $ 133 $236 $149 $ 60 $232 $ 419 $230 $169 $ 64 $1,692 Equity in Earnings of Affiliates 10 35 16 77 (3) (1) 25 12 81 252 Provision for Income Taxes 25 140 264 (317) 303 (100) 331 318 89 1,053 Affiliate Net Assets 1,169 551 281 23 62 174 134 237 - 2,631 Expenditures for Long-Lived Assets 214 493 229 655 189 706 361 267 134 3,248 1997 - ---- Depreciation and Amortization $ 73 $231 $157 $ - $241 $ 126 $240 $178 $ 64 $1,310 Equity in Earnings of Affiliates (913) 42 67 232 - 3 23 21 67 (458) Provision for Income Taxes (16) 177 274 142 238 77 319 289 (178) 1,322 Affiliate Net Assets 882 507 262 437 68 158 127 199 249 2,889 Expenditures for Long-Lived Assets 499 490 258 - 203 1,131 285 320 136 3,322 1996 - ---- Depreciation and Amortization $ 70 $244 $198 $ - $253 $ 147 $247 $179 $ 101 $1,439 Equity in Earnings of Affiliates 6 26 51 302 - 11 20 25 36 477 Provision for Income Taxes 56 172 282 186 231 76 287 250 (63) 1,477 Affiliate Net Assets 28 283 220 479 70 144 116 185 436 1,961 Expenditures for Long-Lived Assets 88 300 219 - 196 167 326 247 67 1,610 - ----------------------------------- Depreciation and amortization includes depreciation on research and development facilities and amortization of intangible assets. Equity in earnings of affiliates are reported on an ATOI basis. Affiliate net assets (pro rata share) exclude borrowings and other long-term liabilities. Expenditures for long-lived assets excludes investments in affiliates and includes payments for long-lived assets as part of business acquisitions.
8 E. I. DU PONT DE NEMOURS AND COMPANY AND CONSOLIDATED SUBSIDIARIES CONSOLIDATED INDUSTRY SEGMENT INFORMATION THREE-YEAR SUMMARY OF GEOGRAPHIC INFORMATION (Dollars in millions)
1998 1997 1996 ------------------- ------------------- ------------------- Net Net Net Net Net Net Sales Property Sales Property Sales Property -------- -------- -------- -------- -------- -------- North America United States $13,075 $ 8,454 $12,802 $ 7,469 $12,472 $ 6,690 Canada 881 459 867 559 808 526 Mexico 421 117 402 118 343 103 Other 93 135 65 74 66 74 ------- ------- ------- ------- ------- ------- Total 14,470 9,165 14,136 8,220 13,689 7,393 Europe, Middle East and Africa Germany 1,450 388 1,300 384 1,214 517 United Kingdom 988 1,078 925 759 968 467 France 904 181 863 174 962 167 Italy 902 5 818 5 832 6 Other 2,108 1,188 2,029 1,102 2,091 1,023 ------- ------- ------- ------- ------- ------- Total 6,352 2,840 5,935 2,424 6,067 2,180 Asia Pacific Japan 820 159 914 77 1,020 101 Taiwan 591 707 396 688 356 219 China 398 208 373 205 348 161 Singapore 86 635 85 584 63 561 Other 947 244 1,157 212 1,138 190 ------- ------- ------- ------- ------- ------- Total 2,842 1,953 2,925 1,766 2,925 1,232 South America Brazil 659 83 642 106 560 101 Other 444 90 451 85 403 53 ------- ------- ------- ------- ------- ------- Total 1,103 173 1,093 191 963 154 Total $24,767 $14,131 $24,089 $12,601 $23,644 $10,959 ======= ======= ======= ======= ======= ======= - --------------- Sales are attributed to countries based on location of customer.
9 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. E. I. DU PONT DE NEMOURS AND COMPANY (Registrant) /s/ D. B. Smith ------------------------------------ D. B. Smith Assistant Controller March 15, 1999 10 -----END PRIVACY-ENHANCED MESSAGE-----